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Pebblebrook Hotel Trust – ‘8-K’ for 2/3/21

On:  Tuesday, 2/9/21, at 5:15pm ET   ·   For:  2/3/21   ·   Accession #:  1474098-21-40   ·   File #:  1-34571

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  As Of               Filer                 Filing    For·On·As Docs:Size

 2/09/21  Pebblebrook Hotel Trust           8-K:2,7,8,9 2/03/21   20:1.1M

Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                      HTML     50K 
 2: EX-1.1      Underwriting Agreement or Conflict Minerals Report  HTML    186K 
 3: EX-5.1(A)   Opinion of Counsel re: Legality                     HTML     22K 
 4: EX-5.1(B)   Opinion of Counsel re: Legality                     HTML     44K 
 5: EX-8.1      Opinion of Counsel re: Tax Matters                  HTML     23K 
 6: EX-99.1     Miscellaneous Exhibit                               HTML     18K 
 7: EX-99.2     Miscellaneous Exhibit                               HTML     19K 
 8: EX-99.3     Miscellaneous Exhibit                               HTML     19K 
 9: EX-99.4     Miscellaneous Exhibit                               HTML    138K 
16: R1          Document and Entity Information Document            HTML     61K 
18: XML         IDEA XML File -- Filing Summary                      XML     15K 
15: XML         XBRL Instance -- peb-20210203_htm                    XML     39K 
17: EXCEL       IDEA Workbook of Financial Reports                  XLSX      6K 
11: EX-101.CAL  XBRL Calculations -- peb-20210203_cal                XML      8K 
12: EX-101.DEF  XBRL Definitions -- peb-20210203_def                 XML     46K 
13: EX-101.LAB  XBRL Labels -- peb-20210203_lab                      XML     96K 
14: EX-101.PRE  XBRL Presentations -- peb-20210203_pre               XML     47K 
10: EX-101.SCH  XBRL Schema -- peb-20210203                          XSD     14K 
19: JSON        XBRL Instance as JSON Data -- MetaLinks               15±    24K 
20: ZIP         XBRL Zipped Folder -- 0001474098-21-000040-xbrl      Zip    120K 


‘8-K’   —   Current Report


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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM  i 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):  i February 3, 2021

 i PEBBLEBROOK HOTEL TRUST
(Exact name of registrant as specified in its charter)
 i Maryland  i 001-34571  i 27-1055421
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
 i 4747 Bethesda Avenue, i Suite 1100 
 i Bethesda, i Maryland i 20814
(Address of principal executive offices)(Zip Code)
Registrant’s telephone number, including area code: ( i 240 i 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:

 i      Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 i      Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 i      Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 i      Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
 i Common Shares, $0.01 par value per share i PEB i New York Stock Exchange
 i Series C Cumulative Redeemable Preferred Shares, $0.01 par value i PEB-PC i New York Stock Exchange
 i Series D Cumulative Redeemable Preferred Shares, $0.01 par value i PEB-PD i New York Stock Exchange
 i Series E Cumulative Redeemable Preferred Shares, $0.01 par value i PEB-PE i New York Stock Exchange
 i Series F Cumulative Redeemable Preferred Shares, $0.01 par value i PEB-PF i New York Stock Exchange
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  i  

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 2.03. Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth under Item 8.01 of this Current Report on Form 8-K regarding the Convertible Notes (as defined thereunder) is hereby incorporated by reference into this Item 2.03.


Item 7.01. Regulation FD Disclosure.

On February 3, 2021, the Company issued a press release announcing the launch of the Convertible Notes Offering (as defined below).

On February 5, 2021, the Company issued a press release announcing the pricing of the Convertible Notes Offering.

On February 9, 2021, the Company issued a press release announcing the closing of the Convertible Notes Offering.

Copies of these press releases are furnished as Exhibits 99.1, 99.2 and 99.3, respectively, to this Current Report on Form 8-K and are hereby incorporated by reference into this Item 7.01.


Item 8.01. Other Events.

Convertible Senior Notes Offering

On February 4, 2021, the Company and the Operating Partnership entered into an underwriting agreement (the Underwriting Agreement) with the several underwriters named on Schedule A therein (the “Underwriters”), for whom BofA Securities, Inc. and Raymond James & Associates, Inc. acted as representatives, pursuant to which the Company agreed to offer and sell $250.0 million aggregate principal amount of the Company’s 1.75% convertible senior notes due 2026 (such notes, the “Additional Convertible Notes,” and such offering, the “Convertible Notes Offering”). In the Underwriting Agreement, the Company and the Operating Partnership made certain customary representations, warranties and covenants and agreed to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended. The closing of the Convertible Notes Offering occurred on February 9, 2021.

The net proceeds from the Convertible Notes Offering, after deducting underwriting discounts and commissions and estimated offering expenses payable by the Company (including net proceeds from the full exercise by the underwriters of their over-allotment option to purchase an additional $35.0 million aggregate principal amount of such Additional Convertible Notes (the “Option”)), were approximately $257.2 million, exclusive of that portion of the purchase price for the Additional Convertible Notes that related to interest accrued from, and including, December 15, 2020, to, but excluding, February 9, 2021.

This description of the material terms of the Underwriting Agreement is qualified in its entirety by reference to the Underwriting Agreement, a copy of which is filed as Exhibit 1.1 to this Current Report on Form 8-K and is hereby incorporated by reference into this Item 8.01. For a more detailed description of the Underwriting Agreement, see the disclosure under the caption “Underwriting” contained in the Prospectus Supplement, which disclosure is hereby incorporated by reference into this Item 8.01.

In connection with the filing of the Underwriting Agreement, the Company is filing with this Current Report on Form 8-K the opinion of its counsel, Venable LLP, as Exhibit 5.1(a) and the opinions of its counsel, Hunton Andrews Kurth LLP, as Exhibits 5.1(b) and 8.1.

Convertible Senior Notes

The Additional Convertible Notes were issued on February 9, 2021 in a reopening pursuant to the indenture, dated as of December 15, 2020 (the “Base Indenture), between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”), as supplemented by the First Supplemental Indenture, dated as of December 15, 2020 (the “Supplemental Indenture and, together with the Base Indenture, the Indenture) between the Company and the Trustee, pursuant to which the Company previously issued $500.0 million aggregate principal amount of its outstanding 1.75% Convertible Senior Notes due 2026 (the “Original Convertible Notes” and, together with the Additional Convertible Notes, the “Convertible Notes”). The Additional Notes have identical terms as the Original Convertible Notes, are fungible with the Original Convertible Notes and are treated as a single series of securities with the Original Convertible Notes.




The Additional Convertible Notes have been registered on the Company’s shelf registration statement on Form S-3 (File No. 333-236577), which became effective upon filing with the United States Securities and Exchange Commission (the “SEC”) on February 21, 2020, including the prospectus supplement filed by the Company with the SEC pursuant to Rule 424(b) under the Securities Act, dated February 4, 2021, to the prospectus contained in the registration statement (the “Prospectus Supplement”).

The Convertible Notes bear interest at a rate of 1.75% per year, payable semi-annually in arrears on June 15 and December 15 of each year, beginning on June 15, 2021. The Convertible Notes are the general unsecured obligations of the Company and rank equal in right of payment with the other existing and future senior unsecured indebtedness of the Company and senior in right of payment to any indebtedness of the Company that is contractually subordinated to the Convertible Notes. The Convertible Notes, however, are effectively subordinated in right of payment to the existing and future secured indebtedness of the Company to the extent of the value of the collateral securing such indebtedness, and structurally subordinated to the claims of the Company’s subsidiaries’ creditors, including trade creditors.

The Convertible Notes will mature on December 15, 2026 (the “Maturity Date”), unless earlier converted, repurchased or redeemed. Prior to June 15, 2026, the Convertible Notes will be convertible only upon certain circumstances and during certain periods as described in the Prospectus Supplement. On and after June 15, 2026, holders may convert any of their Convertible Notes into the Company’s common shares of beneficial interest, $0.01 par value per share (the “Common Shares”), at the applicable conversion rate at any time prior to the close of business on the second scheduled trading day prior to the Maturity Date, unless the Convertible Notes have been previously repurchased or redeemed by the Company.

The initial conversion rate of the Convertible Notes is 39.2549 Common Shares per $1,000 principal amount of Convertible Notes, which is equivalent to an initial conversion price of approximately $25.47 per share. The conversion rate is subject to adjustment in certain circumstances.

Prior to December 20, 2023, the Company may not redeem the Convertible Notes. The Company may redeem for cash all or a portion of the Convertible Notes, at its option, on or after December 20, 2023 if the last reported sale price of Common Shares has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive), including the trading day immediately preceding the date on which the Company provides a notice of redemption, during any 30 consecutive trading day period ending on, and including, the trading day immediately preceding the date on which the Company provides notice of redemption. The redemption price will be equal to 100% of the principal amount of the Convertible Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date.

Upon the occurrence of a fundamental change (as defined in the Indenture) involving the Company, holders of the Convertible Notes may require the Company to repurchase all or a portion of their Convertible Notes for cash at a price equal to 100% of the principal amount of the Convertible Notes to be purchased, plus accrued and unpaid interest to, but excluding, the fundamental change purchase date.

If an event of default (as defined in the Indenture) occurs and is continuing, the Trustee by notice to the Company, or the holders of at least 25% in aggregate principal amount of the Convertible Notes then outstanding by notice to the Company and the Trustee, may declare 100% of the principal of and accrued and unpaid interest on all the Convertible Notes to be due and payable. In the case of an event of default arising out of certain bankruptcy or insolvency events (as set forth in the Indenture), 100% of the principal of and accrued and unpaid interest on the Convertible Notes will automatically become due and payable.

Capped Call Transactions

On February 4, 2021, in connection with the pricing of the Additional Convertible Notes, and on February 5, 2021, in connection with the full exercise by the Underwriters of the Option, the Company entered into privately negotiated capped call transactions (the “Capped Call Transactions”) with certain of the underwriters, their respective affiliates and other financial institutions (the “Capped Call Counterparties”). The Capped Call Transactions initially cover, subject to anti-dilution adjustments substantially similar to those applicable to the Additional Convertible Notes, the number of Common Shares underlying the Additional Convertible Notes. The Capped Call Transactions are expected generally to reduce the potential dilution to holders of Common Shares upon conversion of the Additional Convertible Notes and/or offset the potential cash payments that the Company could be required to make in excess of the principal amount of any converted Additional Convertible Notes upon conversion thereof, with such reduction and/or offset subject to a cap.

The cap price of the Capped Call Transactions was initially $33.0225, which represents a premium of 75.0% over the last reported sale price of Common Shares on the New York Stock Exchange on December 10, 2020, and is subject to certain adjustments under the terms of the Capped Call transactions.




The Capped Call Transactions are separate transactions entered into by the Company with the Capped Call Counterparties, are not part of the terms of the Convertible Notes and will not change any holder’s rights under the Convertible Notes. Holders of the Convertible Notes will not have any rights with respect to the Capped Call Transactions.

The Company used approximately $20.98 million of the net proceeds from the offering of the Additional Convertible Notes to pay the cost of the Capped Call Transactions.

The foregoing descriptions of the material terms of the Base Indenture, the Supplemental Indenture, the Convertible Notes and the Capped Call Transactions do not purport to be complete and are qualified in their entirety by reference to the Base Indenture, the Supplemental Indenture, the form of the Convertible Notes and the form of the confirmation for the Capped Call Transactions, copies of which are filed as Exhibits 4.1, 4.2, 4.3 and 99.4, respectively, and are hereby incorporated herein by reference.


Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
Underwriting Agreement, dated as of February 4, 2021, by and among the Company and the Operating Partnership and BofA Securities, Inc. and Raymond James & Associates, Inc., as representatives of the several underwriters listed on Schedule A attached thereto.
Indenture, dated December 15, 2020, between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.1 to the Registrant's Current Report on Form 8-K filed on December 16, 2020).
First Supplemental Indenture, dated December 15, 2020, between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.2 to the Registrant's Current Report on Form 8-K filed on December 16, 2020).
Form of 1.75% Convertible Senior Notes Due 2026 of the Company (incorporated by reference to Exhibit A to the First Supplemental Indenture filed as Exhibit 4.2 to the Registrant's Current Report on Form 8-K filed on December 16, 2020).
Opinion of Venable LLP regarding the legality of the Additional Convertible Notes.
Opinion of Hunton Andrews Kurth LLP regarding the legality of the Additional Convertible Notes.
Opinion of Hunton Andrews Kurth LLP regarding tax matters.
Press release, issued February 3, 2021, regarding the launch of the Convertible Notes Offering.
Press release, issued February 5, 2021, regarding the pricing of the Convertible Notes Offering.
Press release, issued February 9, 2021, regarding the closing of the Convertible Notes Offering.
Form of Capped Call Transaction Confirmation.
101.SCHInline XBRL Taxonomy Extension Schema Document.
101.CALInline XBRL Taxonomy Extension Calculation Linkbase Document.
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104Cover Page Interactive Data File (embedded within the Inline XBRL document).



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 
  
February 9, 2021By:  /s/ Raymond D. Martz
 Name:  Raymond D. Martz
  Title:  Executive Vice President, Chief Financial Officer, Treasurer and Secretary



Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘8-K’ Filing    Date    Other Filings
12/15/26
6/15/26
12/20/23
6/15/218-K
Filed on:2/9/21SC 13G
2/5/21FWP,  SC 13G/A
2/4/21424B5,  SC 13G/A
For Period end:2/3/21424B5,  8-K
12/16/208-K
12/15/208-K
12/10/20424B5,  8-K,  POS AM
2/21/20S-3ASR
 List all Filings 


5 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 7/22/21  Pebblebrook Hotel Trust           424B5                  1:1.1M                                   Toppan Merrill/FA
 7/21/21  Pebblebrook Hotel Trust           424B5                  1:1.1M                                   Toppan Merrill/FA
 5/07/21  Pebblebrook Hotel Trust           424B5                  1:974K                                   Toppan Merrill/FA
 5/06/21  Pebblebrook Hotel Trust           424B5                  1:949K                                   Toppan Merrill/FA
 4/29/21  Pebblebrook Hotel Trust           424B5                  1:847K                                   Toppan Merrill/FA


1 Previous Filing that this Filing References

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

12/16/20  Pebblebrook Hotel Trust           8-K:1,2,7,812/10/20   27:2.9M
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