Current Report Filing (8-k)
03 August 2022 - 10:19PM
Edgar (US Regulatory)
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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): August 2,
2022
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 |
(State or other jurisdiction |
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(Commission |
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(I.R.S. Employer |
of incorporation) |
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File Number) |
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Identification No.) |
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4747 Bethesda Avenue, Suite 1100, Bethesda, Maryland
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20814 |
(Address of principal executive offices) |
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(Zip Code) |
Registrant’s telephone number, including area code:
(240) 507-1300
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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))
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Securities registered pursuant to Section 12(b) of the
Act: |
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Title of each class |
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Trading Symbol(s) |
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Name of each exchange on which registered |
Common Shares, $0.01 par value per share |
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PEB |
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New York Stock Exchange |
Series E Cumulative Redeemable Preferred Shares, $0.01 par
value |
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PEB-PE |
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New York Stock Exchange |
Series F Cumulative Redeemable Preferred Shares, $0.01 par
value |
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PEB-PF |
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New York Stock Exchange |
Series G Cumulative Redeemable Preferred Shares, $0.01 par
value |
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PEB-PG |
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New York Stock Exchange |
Series H Cumulative Redeemable Preferred Shares, $0.01 par
value |
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PEB-PH |
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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
☐
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.
Pebblebrook Hotel Trust (the "Company") issued a press release on
August 3, 2022, announcing that on August 2, 2022, it closed on the
sale of the 306-room Sofitel Philadelphia at Rittenhouse Square,
located in Philadelphia, PA, for $80.0 million to a third
party.
A copy of the press release is furnished as Exhibit 99.1 to this
Current Report on Form 8-K and is hereby incorporated by reference
herein.
Item 8.01. Other Events.
On August 2, 2022, the Company closed on the sale of the 306-room
Sofitel Philadelphia at Rittenhouse Square, located in
Philadelphia, PA, for $80.0 million to a third party. Proceeds from
the sale will be used for general corporate purposes and reducing
the Company's outstanding debt borrowings associated with recent
hotel acquisitions, in accordance with the Company's investment
strategy.
Forward-Looking Statements
This Current Report on Form 8-K contains certain “forward-looking
statements” made pursuant to the safe harbor provisions of the
Private Securities Reform Act of 1995. Forward-looking statements
are generally identifiable by the use of forward-looking
terminology such as “estimated” and “will” or other similar words
or expressions. Forward-looking statements are based on certain
assumptions and can include future expectations, future plans and
strategies, financial and operating projections and forecasts and
other forward-looking information and estimates. The intended use
of proceeds from the disposition is an example of a forward-looking
statement. Forward-looking statements are subject to various risks
and uncertainties, 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, the operating
performance of our hotels and the demand for hotel properties, 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, 2021. 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
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Exhibit No. |
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Description |
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Press release, issued August 3, 2022, announcing the sale of
Sofitel Philadelphia at Rittenhouse Square in Philadelphia,
PA
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104 |
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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.
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PEBBLEBROOK HOTEL TRUST |
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August 3, 2022 |
By: |
/s/ Raymond D. Martz |
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Name: |
Raymond D. Martz |
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Title: |
Executive Vice President, Chief Financial Officer, Treasurer and
Secretary |
Pebblebrook Hotel (NYSE:PEB-F)
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