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): January 5, 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 the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01. Entry into a Material Definitive Agreement.
On January 5, 2011, a subsidiary of Pebblebrook Hotel Trust (the “Company”) entered into a new
$31.0 million secured loan with UBS Real Estate Securities Inc.
(the “Loan”) that is expected to
be funded on January 25, 2011. The Loan has a fixed interest rate of 5.44 percent per annum and
requires monthly principal and interest payments of $174,898 through February 2016, the maturity
date. The Loan is secured by a first mortgage lien on the Skamania Lodge in Stevenson,
Washington (the “Hotel”). Proceeds from the Loan will be
used by the Company to fund future acquisitions and for
general business purposes. Additional information regarding the loan
and the terms of the loan
agreement appears below in Item 2.03 and is incorporated herein
by reference. A copy of the loan
agreement is filed as Exhibit 10.1 to this Current Report on Form 8-K.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet
Arrangement of a Registrant.
The information about the Loan under Item 1.01 of this Current
Report on Form 8-K is incorporated
by reference into this Item 2.03.
The Loan, which the lender has advised the Company is intended to be securitized, is non-recourse
to the Company and its operating partnership, Pebblebrook Hotel, L.P., except for certain customary
carve-outs to the general non-recourse liability, which carve-outs are guaranteed by the Company.
The Loan is evidenced by documentation generally consistent with loans of similar size that are
intended to be pooled in a commercial mortgage backed securities offering. The Loan contains cash
management and lock-box provisions that allow the lender to direct net income from the Hotel to an
account controlled by the lender upon the occurrence of a Trigger Period, as defined in the loan
agreement, to ensure that items such as real estate taxes, insurance and property maintenance and
improvement costs are adequately funded.
Item 7.01. Regulation FD Disclosure.
The Company issued a press release on January 6, 2011 announcing the execution of the Loan. A copy
of that press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is
incorporated by reference herein.
The press release is being furnished and shall not be deemed “filed” for purposes of Section 18 of
the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the
liabilities of that section and shall not be incorporated by reference into any filing by the
Company under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any incorporation by reference
language in any of those filings.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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| Exhibit No. |
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Description |
| 10.1 |
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Loan Agreement, between Terrapins Owner LLC, as Borrower, and UBS Real Estate Securities Inc., as Lender |
| 99.1 |
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Press release issued on January 6, 2011 |