UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): May 26, 2011
PEBBLEBROOK HOTEL TRUST
(Exact name of registrant as specified in its charter)
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| Maryland
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001-34571
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27-1055421 |
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.) |
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2 Bethesda Metro Center, Suite 1530
Bethesda, Maryland
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20814 |
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(Zip Code) |
Registrant’s telephone number, including area code: (240) 507-1300
Not Applicable
Former name or former address, if changed since last report
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under o the Exchange o Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under o the Exchange o Act (17 CFR 240.13e-4(c))
Item 7.01. Regulation FD Disclosure.
Pebblebrook Hotel Trust (the “Company”) issued a press release on May 26, 2011 announcing that it
had closed on the acquisition of the Viceroy Miami located in Miami, Florida. A copy of that press
release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
A copy of materials about this property that the Company intends to distribute is furnished as
Exhibit 99.2 to this Current Report on Form 8-K. Additionally, the Company has posted those
materials in the investor relations section of its website at www.pebblebrookhotels.com.
Item 8.01. Other Events.
On May 26, 2011, a subsidiary of the Company completed its acquisition of the 148-room Viceroy
Miami hotel for $36.5 million from TRG — Brickell Point West, Ltd., an unaffiliated third party.
The transaction was funded entirely with available cash. The hotel will continue to be managed by
the Viceroy Hotel Group (“Viceroy”), the hotel’s current manager. The Company received $3.0 million
in key money from Viceroy to enter into the management agreement, which will be amortized over the 10-year
term of the agreement. Any unamortized amount must be refunded to Viceroy upon early termination
of the management agreement.
Item 9.01. Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired.
The financial statements required by Item 9.01(a) are currently being prepared. The Company will
file the required financial statements under the cover of Form 8-K/A as soon as practicable but no
later than August 9, 2011, which is 71 calendar days after the latest date on which this initial
Current Report on Form 8-K is required to be filed.
(b) Pro Forma Financial Information.
The pro forma financial information required by Item 9.01(b) are currently being prepared. The
Company will file the required pro forma financial information under the cover of Form 8-K/A as
soon as practicable but no later than August 9, 2011, which is 71 calendar days after the latest
date on which this initial Current Report on Form 8-K is required to be filed.
(d) Exhibits.
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| Exhibit No. |
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Description |
99.1
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Press release issued on May 26, 2011. |
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99.2
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Materials about the Viceroy Miami. |