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2: EX-1.1 Underwriting Agreement or Conflict Minerals Report HTML 187K
3: EX-3.2 Articles of Incorporation/Organization or Bylaws HTML 40K
4: EX-5.1 Opinion of Counsel re: Legality HTML 20K
5: EX-99.1 Miscellaneous Exhibit HTML 14K
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Registrant’s telephone number, including area code: (i240) i507-1300
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 class
Trading Symbol(s)
Name of each exchange on which registered
iCommon
Shares, $0.01 par value per share
iPEB
iNew York Stock Exchange
iSeries
C Cumulative Redeemable Preferred Shares, $0.01 par value
iPEB-PC
iNew York Stock Exchange
iSeries
D Cumulative Redeemable Preferred Shares, $0.01 par value
iPEB-PD
iNew York Stock Exchange
iSeries
E Cumulative Redeemable Preferred Shares, $0.01 par value
iPEB-PE
iNew York Stock Exchange
iSeries
F Cumulative Redeemable Preferred Shares, $0.01 par value
iPEB-PF
iNew 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 3.03. Material Modifications to Rights of Security Holders.
On May 12, 2021, Pebblebrook Hotel Trust (the “Company”) filed, with the State Department of Assessments and Taxation of the State of Maryland, Articles Supplementary (the “Articles Supplementary”) to the Company’s Declaration of Trust, as amended and supplemented, classifying and designating 9,200,000 of the
Company’s authorized preferred shares of beneficial interest, $0.01 par value per share, as 6.375% Series G Cumulative Redeemable Preferred Shares of Beneficial Interest, $0.01 par value per share (the “Series G Preferred Shares”). A summary of the material terms of the Series G Preferred Shares is set forth under the caption “Description of the Series G Preferred Shares” in the Company’s prospectus supplement, dated May 6, 2021 and filed with the Securities and Exchange Commission (the “SEC”) on May 7, 2021 (the “Prospectus Supplement”). The summary of the Series G Preferred Shares in the Prospectus Supplement and the following description of the Series G Preferred Shares are qualified in their entirety by reference to the Articles Supplementary, which
are hereby incorporated by reference into this Item 3.03 and which were filed as Exhibit 3.4 to the Company’s Registration Statement on Form 8-A, filed with the SEC on May 12, 2021.
The Company filed the Articles Supplementary in connection with its previously announced underwritten public offering of Series G Preferred Shares, as further described below.
The Series G Preferred Shares rank senior to the Company’s common shares of beneficial interest, $0.01 par value per share (“Common Shares”), with respect to distribution
rights and rights upon the voluntary or involuntary liquidation, dissolution or winding up of the Company. The Series G Preferred Shares rank on a parity with the Company’s 6.50% Series C Cumulative Redeemable Preferred Shares of Beneficial Interest, $0.01 par value per share (the “Series C Preferred Shares”), the Company's 6.375% Series D Cumulative Redeemable Preferred Shares of Beneficial Interest, $0.01 par value per share (the “Series D Preferred Shares”), the Company's 6.375% Series E Cumulative Redeemable Preferred Shares of Beneficial Interest, $0.01 par value per share (the “Series E Preferred Shares”)
and the Company's 6.30% Series F Cumulative Redeemable Preferred Shares of Beneficial Interest, $0.01 par value per share (the “Series F Preferred Shares”), with respect to distribution rights and rights upon the voluntary or involuntary liquidation, dissolution or winding up of the Company.
In addition to other preferential rights, each holder of Series G Preferred Shares is entitled to receive a liquidation preference, which is equal to $25.00 per Series G Preferred Share, plus any accrued and unpaid distributions to, but not including, the date of the payment, before the holders of Common Shares, in the event of any voluntary or involuntary liquidation, dissolution or winding-up of the
Company. Furthermore, the Company is restricted from declaring or paying any distributions, or setting aside any funds for the payment of distributions, on the Common Shares, Series C Preferred Shares, Series D Preferred Shares, Series E Preferred Shares or Series F Preferred Shares or, subject to certain exceptions, redeeming or otherwise acquiring Common Shares, Series C Preferred Shares, Series D Preferred Shares, Series E Preferred Shares or Series F Preferred Shares, as applicable, unless full cumulative distributions on the Series G Preferred Shares have been declared and either paid or set aside for payment in full for all past distribution periods.
The information about the Articles Supplementary set forth under Item 3.03 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 5.03.
The Company, as the general partner of Pebblebrook Hotel, L.P. (the “Operating Partnership”), has amended the Second Amended and Restated Agreement of Limited Partnership of the Operating Partnership (the “Partnership Agreement”) to provide for the issuance of up to 9,200,000 6.375% Series G Preferred Partnership Units (liquidation preference $25.00 per unit) (the “Series G Preferred Units”). Such amendment is filed as Exhibit 3.2 to this Current Report on Form
8-K and incorporated by reference herein. The Company expects to contribute the net proceeds from the sale of the Series G Preferred Shares in the Preferred Shares Offering (as defined below) to the Operating Partnership in exchange for the same number of Series G Preferred Units. The Series G Preferred Units have economic terms that mirror the terms of the Series G Preferred Shares. The issuance of the Series G Preferred Units will be exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933.
The Series G Preferred Units will rank, as to distributions and upon liquidation, senior to the common units of limited partnership interest in the Operating Partnership and on a parity with the Operating Partnership’s 6.50% Series C Preferred Partnership Units, the Operating
Partnership's 6.375% Series D Preferred Partnership Units, the Operating Partnership's 6.375% Series E Preferred Partnership Units and the Operating Partnership's 6.30% Series F Preferred Partnership Units and other parity units the Operating Partnership may issue in the future.
This description of the material terms of the amendment to the Partnership Agreement is qualified in its entirety by reference to the amendment to the Partnership Agreement, which is filed as Exhibit 3.2 to this Current Report on Form 8-K and is hereby incorporated by reference into this Item 5.03.
On May 6, 2021, the
Company and the Operating Partnership entered into a purchase agreement (the “Purchase Agreement”) with the several underwriters named on Schedule A therein (the “Underwriters”), for whom Raymond James & Associates, Inc., Wells Fargo Securities, LLC and BofA Securities, Inc. are acting as representatives, pursuant to which the Company agreed to offer and sell 8,000,000 Series G Preferred Shares, plus an additional 1,200,000 shares issuable upon the exercise in full of the underwriters’ overallotment option to purchase additional shares (the “Preferred Shares Offering”). In the Purchase 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 Preferred Shares Offering is expected to occur on May 13, 2021, subject to customary closing conditions pursuant to the terms of the Purchase Agreement.
The Company estimates that the net proceeds from the Preferred Shares Offering, after deducting underwriting discounts and commissions and estimated offering expenses payable by the Company, will be approximately $222.6 million (including net proceeds from the full exercise by the underwriters of their over-allotment option to purchase an additional 1,200,000 Series G Preferred Shares). The Series G Preferred Shares 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 Securities and Exchange Commission (the “SEC”) on February 21, 2020.
This description of the material terms of the Purchase Agreement is qualified in its entirety by reference to the Purchase Agreement, 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 Purchase 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 Purchase Agreement, the Company is filing as Exhibit 5.1 to this Current Report on Form 8-K the opinion of its counsel, Venable LLP, regarding certain matters of Maryland law.
Purchase
Agreement, dated May 6, 2021, by and among Pebblebrook Hotel Trust, Pebblebrook Hotel, L.P. and the several Underwriters listed on Schedule A attached thereto, for whom Raymond James & Associates, Inc., Wells Fargo Securities, LLC and BofA Securities, Inc. are acting as representatives.
Opinion of Venable LLP,
dated May 12, 2021, regarding the legality of the 6.375% Series G Cumulative Redeemable Preferred Shares of Beneficial Interest.
23.1
Consent of Venable LLP (included in Exhibit 5.1 hereto).
Cover 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.
