Pebblebrook Hotel Trust filed SEC Form 8-K: Entry into a Material Definitive Agreement, Other Events, Financial Statements and Exhibits
$PEB
Real Estate Investment Trusts
Real Estate
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): September 18, 2024
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Item 1.01. Entry into a Material Definitive Agreement.
On September 18, 2024, Pebblebrook Hotel Trust (the “Company”) and others amended the Fifth Amended and Restated Credit Agreement, dated as of October 13, 2022, among Pebblebrook Hotel, L.P., as borrower (the “Operating Partnership”), as the borrower, the Company, as the parent REIT and a guarantor, certain subsidiaries of the borrower, as guarantors, Bank of America, N.A., as administrative agent and L/C issuer (“BofA”), and the other lenders party (as amended by the First Amendment to Fifth Amended and Restated Credit Agreement, dated January 3, 2024, the “Primary Credit Agreement”). The Company, the Operating Partnership, BofA, and each lender under the Primary Credit Agreement entered into the Second Amendment to Fifth Amended and Restated Credit Agreement (the “Second Amendment”) to modify the Primary Credit Agreement’s Section 7.09 and definition of “Negative Pledge” to permit and facilitate the issuance of and performance under the senior notes of the Operating Partnership and PEB Finance Corp., one of the Operating Partnership’s wholly owned subsidiaries, being offered in a private placement by the Operating Partnership and PEB Finance Corp.
The foregoing description of the Second Amendment does not purport to be complete and is qualified in its entirety by reference to the Second Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and hereby incorporated herein by reference.
Item 8.01. Other Events.
On September 23, 2024, the Company issued a press release announcing the launch of the private placement by the Operating Partnership and PEB Finance Corp., a wholly owned subsidiary of the Operating Partnership, of $350 million aggregate principal amount of their senior notes due 2029 (the “Notes”). The Operating Partnership intends to use the net proceeds from the offering as follows: (i) with at least $253.3 million, to pay down in whole or in part one or more of the Operating Partnership’s unsecured term loans and (ii) with the balance, which may be up to $87.4 million, to pay down part of one or more of the Operating Partnership’s other unsecured term loans and/or repurchase a portion of the convertible senior notes of the Company.
A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and hereby incorporated herein by reference.
This Current Report on Form 8-K does not constitute either an offer to sell or the solicitation of an offer to buy the Notes or any other securities of any entity and shall not constitute an offer, solicitation or sale of the Notes or any other security in any jurisdiction in which such offering, solicitation or sale would be unlawful. The Notes being offered in the offering will not be and have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act.
Forward-Looking Statements
This Report, including Exhibit 99.1, contains “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. These statements are based upon management’s current expectations, beliefs, assumptions and estimates, and on information currently available to us, all of which are subject to change, and are not guarantees of timing, future results or performance. Statements regarding the intended use of proceeds, including the suggestions that the private placement of the Notes will price and close, are forward-looking statements. These forward-looking statements involve certain risks and uncertainties and other factors that could cause actual results to differ materially from those indicated in such forward-looking statements, as discussed further in the press release filed as Exhibit 99.1 to this Current Report on Form 8-Kete and is qualified in its entirety by reference to the copy of such amendment filed as Exhibit 10.1 to this Current Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |||||||
| Second Amendment to Fifth Amended and Restated Credit Agreement, dated as of September 18, 2024, among Pebblebrook Hotel, L.P., as the borrower, Pebblebrook Hotel Trust, as the parent REIT and a guarantor, Bank of America, N.A., as administrative agent and L/C issuer, and the other lenders party thereto. | ||||||||
| Press release, issued September 23, 2024, regarding the launch of the Notes private placement. | ||||||||
| 104 | 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.
| PEBBLEBROOK HOTEL TRUST | |||||||||||
| September 23, 2024 | By: | /s/ Raymond D. Martz | |||||||||
| Name: | Raymond D. Martz | ||||||||||
| Title: | Co-President, Chief Financial Officer, Treasurer and Secretary | ||||||||||