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Section 1: 8-K (8-K)

Document


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):
 
December 14, 2018
 
PEBBLEBROOK HOTEL TRUST
 
(Exact name of registrant as specified in its charter)
 
 
Maryland
001-34571
27-1055421
_____________________
(State or other jurisdiction
_____________
(Commission
______________
(I.R.S. Employer
of incorporation)
File Number)
Identification No.)
 
 
 
7315 Wisconsin Avenue, 1100 West, Bethesda, Maryland
 
20814
______________________________
(Address of principal executive offices)
 
___________
(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:
 
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.





Item 7.01. Regulation FD Disclosure.
 
On December 14, 2018, Pebblebrook Hotel Trust (the “Company”) issued a press release announcing that its Board of Trustees (the "Board") has declared cash dividends per share of its common and preferred shares of beneficial interest.
 
A copy of the press release is furnished as Exhibit 99.1 to this report and is incorporated by reference herein.
 
Item 8.01. Other Events.
 
On December 14, 2018, the Board declared a prorated dividend of $0.1321739 per share on the Company's common shares of beneficial interest, $0.01 par value per share (“Common Shares”), for the quarter ending December 31, 2018 (the “Common Dividend”).

As previously announced on November 19, 2018, in anticipation of its merger with LaSalle Hotel Properties, the Company declared a prorated cash dividend of $0.2478261 per share on the Company's Common Shares (the "November Common Dividend").

On December 14, 2018, the Board also declared a quarterly dividend of $0.40625 per share on the Company's 6.50% Series C Cumulative Redeemable Preferred Shares of Beneficial Interest, $0.01 par value per share (“Series C Preferred Shares”), for the quarter ending December 31, 2018 (the “Series C Preferred Dividend”).

On December 14, 2018, the Board also declared a quarterly dividend of $0.39844 per share on the Company's 6.375% Series D Cumulative Redeemable Preferred Shares of Beneficial Interest, $0.01 par value per share (“Series D Preferred Shares”), for the quarter ending December 31, 2018 (the “Series D Preferred Dividend”).

On December 14, 2018, the Board also declared a quarterly dividend of $0.39844 per share on the Company's 6.375% Series E Cumulative Redeemable Preferred Shares of Beneficial Interest, $0.01 par value per share (“Series E Preferred Shares”), for the quarter ending December 31, 2018 (the “Series E Preferred Dividend”).

On December 14, 2018, the Board also declared a quarterly dividend of $0.39375 per share on the Company's 6.30% Series F Cumulative Redeemable Preferred Shares of Beneficial Interest, $0.01 par value per share (“Series F Preferred Shares”), for the quarter ending December 31, 2018 (the “Series F Preferred Dividend”).
 
The Common Dividend is payable on January 15, 2019 to holders of record of Common Shares as of the close of business on December 31, 2018 (the “Record Date”).

The November Common Dividend is payable on January 15, 2019 to holders of record of Common Shares as of the close of business on November 29, 2018.

The Series C Preferred Dividend is payable on January 15, 2019 to holders of record of Series C Preferred Shares as of the Record Date. The Series C Preferred Dividend represents a rate of 6.50% per annum of the $25 per share liquidation preference (equivalent to $1.625 per annum per share).

The Series D Preferred Dividend is payable on January 15, 2019 to holders of record of Series D Preferred Shares as of the Record Date. The Series D Preferred Dividend represents a rate of 6.375% per annum of the $25 per share liquidation preference (equivalent to $1.59375 per annum per share).

The Series E Preferred Dividend is payable on January 15, 2019 to holders of record of Series E Preferred Shares as of the Record Date. The Series E Preferred Dividend represents a rate of 6.375% per annum of the $25 per share liquidation preference (equivalent to $1.59375 per annum per share).

The Series F Preferred Dividend is payable on January 15, 2019 to holders of record of Series F Preferred Shares as of the Record Date. The Series F Preferred Dividend represents a rate of 6.30% per annum of the $25 per share liquidation preference (equivalent to $1.575 per annum per share).

Upon completion of its merger with LaSalle Hotel Properties (“LaSalle”) on November 30, 2018 (the “Merger”), the Company issued 61,399,104 Common Shares as the common share consideration for the Merger and paid an aggregate of $1.26 billion as the cash consideration for the Merger.  In addition, the Company’s operating partnership, Pebblebrook Hotel, L.P., issued 133,605 of its common units (“Common Units”) as consideration for its acquisition of the common units of the





operating partnership of LaSalle not held by LaSalle or its affiliates.  Following these two issuances, as of December 14, 2018, there are an aggregate of 130,439,021 Common Shares and an aggregate of 369,956 Common Units issued and outstanding.
 
This Current Report on Form 8-K contains statements that are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Act of 1934, as amended, pursuant to the safe harbor provisions of the Private Securities Reform Act of 1995. These forward-looking statements relate to the payment of the dividends. Forward-looking statements are based on certain assumptions and can include future expectations, future plans and strategies, financial and operating projections or other forward-looking information.
 
These forward-looking statements are subject to various risks and uncertainties, not all of which are known to the Company and many of which are beyond the Company’s control, which could cause actual results to differ materially from such statements. These risks and uncertainties include, but are not limited to, the state of the U.S. economy, supply and demand in the hotel industry and other factors as are described in greater detail in the Company’s filings with the Securities and Exchange Commission, including, without limitation, the Company’s Annual Report on Form 10-K for the year ended December 31, 2017. Unless legally required, the Company disclaims any obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.

 
Item 9.01. Financial Statements and Exhibits.
 
(d) Exhibits
Exhibit No.
 
Description
 
Press release, dated December 14, 2018, regarding the dividends declaration.
 







SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
 
 
 
 
 
 
PEBBLEBROOK HOTEL TRUST
 
 
 
 
 
December 14, 2018
 
By:
 
/s/ Raymond D. Martz
 
 
 
 
 
 
 
 
 
Name: Raymond D. Martz
 
 
 
 
Title: Executive Vice President, Chief Financial Officer, Treasurer and Secretary



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Section 2: EX-99.1 (EXHIBIT 99.1)

Exhibit

Exhibit 99.1

396110334_image1a16.jpg    
7315 Wisconsin Avenue, Suite 1100 West, Bethesda, MD 20814
T: (240) 507-1300, F: (240) 396-5626
www.pebblebrookhotels.com


News Release

Pebblebrook Hotel Trust Declares Second Prorated Dividend for Fourth Quarter 2018

Bethesda, MD, December 14, 2018 -- Pebblebrook Hotel Trust (NYSE: PEB) (the “Company”) today announced that, following completion of the Company’s merger with LaSalle Hotel Properties on November 30, 2018, the Company’s Board of Trustees has authorized, and the Company has declared, a prorated cash dividend of $0.1321739 per common share of beneficial interest (“Common Share”), to be paid on January 15, 2019 to shareholders of record as of December 31, 2018 (the “Record Date”).

As previously announced on November 19, 2018, in anticipation of its merger with LaSalle Hotel Properties, the Company declared a prorated cash dividend of $0.2478261 per Common Share, to be paid on January 15, 2019 to shareholders of record as of November 29, 2018.

In aggregate, the two common dividends declared and authorized for the fourth quarter of 2018 represent an annualized yield of approximately 4.6 percent based on the closing price of the Common Shares on December 13, 2018.

The Board of Trustees also authorized, and the Company has declared, regular quarterly cash dividends on the Company’s preferred shares of beneficial interest as follows, each of which will be paid on January 15, 2019 to shareholders of record as of the Record Date:

$0.40625 per 6.50% Series C Cumulative Redeemable Preferred Share;
$0.39844 per 6.375% Series D Cumulative Redeemable Preferred Share;
$0.39844 per 6.375% Series E Cumulative Redeemable Preferred Share; and
$0.39375 per 6.30% Series F Cumulative Redeemable Preferred Share.


About Pebblebrook Hotel Trust

Pebblebrook Hotel Trust is a publicly traded real estate investment trust (“REIT”) organized to opportunistically acquire and invest primarily in upper upscale, full-service hotels located in urban markets in major gateway cities. The Company owns 63 hotels, totaling approximately 15,300 guest rooms, located in 10 states and the District of Columbia, in the following markets: Del Mar, California; Los Angeles, California (Beverly Hills, Santa Monica and West Hollywood); San Diego, California; San Francisco, California; Santa Cruz, California; Washington, DC; Coral Gables, Florida; Key West, Florida; Naples, Florida; Buckhead, Georgia; Chicago, Illinois; Boston, Massachusetts; New York, New York; Portland, Oregon; Philadelphia, Pennsylvania; Nashville, Tennessee; Columbia River Gorge, Washington; and Seattle, Washington. For more information, please visit us at www.pebblebrookhotels.com and follow us on Twitter at @PebblebrookPEB.




This press release contains statements that are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Act of 1934, as amended, pursuant to the safe harbor provisions of the Private Securities Reform Act of 1995. Forward-looking statements are generally identifiable by use of forward-looking terminology such as “may,” “will” or other similar words or expressions. These forward-looking statements relate to the payment of the dividends. Forward-looking statements are based on certain assumptions and can include future expectations, future plans and strategies, financial and operating projections or other forward-looking information. These forward-looking statements are subject to various risks and uncertainties, not all of which are known to the Company and many of which are beyond the Company’s control, which could cause actual results to differ materially from such statements. These risks and uncertainties include, but are not limited to, the state of the U.S. economy, supply and demand in the hotel industry and other factors as are described in greater detail in the Company’s filings with the Securities and Exchange Commission (“SEC”), including, without limitation, the Company’s Annual Report on Form 10-K for the year ended December 31, 2017. Unless legally required, the Company disclaims any obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.
For information about the Company’s business and financial results, please refer to the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Risk Factors” sections of the Company’s SEC filings, including, but not limited to, its Annual Report on Form 10-K and Quarterly Reports on Form 10-Q, copies of which may be obtained at the Investor Relations section of the Company’s website at www.pebblebrookhotels.com and at www.sec.gov.
All information in this release is as of December 14, 2018. The Company undertakes no duty to update the statements in this release to conform the statements to actual results or changes in the Company’s expectations.


###

Contact:
Raymond D. Martz, Chief Financial Officer, Pebblebrook Hotel Trust - (240) 507-1330
For additional information or to receive press releases via email, please visit our website at
www.pebblebrookhotels.com




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