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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): September 23, 2010
CHATHAM LODGING TRUST
(Exact name of Registrant as specified in its charter)
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Maryland
(State or Other Jurisdiction
of Incorporation or Organization)
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001-34693
(Commission File Number)
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27-1200777
(I.R.S. Employer Identification No.) |
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50 Cocoanut Row, |
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Suite 216 |
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Palm Beach, Florida
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33480 |
(Address of principal executive offices)
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(Zip Code) |
(561) 802-4477
(Registrants telephone number, including area code)
Not Applicable
(Former name or former address, if changed from 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 2.01 Completion of Acquisition or Disposition of Assets.
On September 23, 2010, a wholly owned subsidiary of Chatham Lodging Trust (the Company) completed
the acquisition of the 133-room Residence Inn by Marriott® in White Plains, New
York (the White Plains Residence Inn) for a total cash purchase price of $21.2 million, plus
customary pro-rated amounts and closing costs. The White Plains Residence Inn was purchased from
Moody National White Plains S, LLC and Moody National White Plains MT, LLC. The White Plains
Residence Inn will be managed by Island Hospitality Management (Island) pursuant to a management
agreement between the Companys taxable real estate investment trust subsidiary (TRS) and Island.
The Company funded the purchase price for the Hotels from the proceeds of its initial public
offering of common shares, which was completed on April 21, 2010.
The management agreement with Island provides for base management fees equal to 3% of the managed
hotels gross room revenue. The initial term of the management agreement is five years and will
renew automatically for two successive five-year terms unless terminated by the TRS or Island by
written notice to the other party no later than 90 days prior to the terms expiration. The
management agreements may be terminated for cause, including the failure of the managed hotel
operating performance to meet specified levels.
A copy of the press release announcing the completion of the acquisition of the White Plains
Residence Inn is filed as Exhibit 99.1 to this report.
Item 9.01. Financial Statements and Exhibits.
(a) |
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Financial Statements of Businesses Acquired. |
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The financial statements required by Item 9.01(a) are currently being prepared.
The Company will file the required financial statements under the cover of Form
8-K/A as soon as practicable but not later than December 9, 2010, which is 71
calendar days after the latest date on which this initial Current Report on
Form 8-K is required to be filed. |
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(b) |
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Pro Forma Financial Information. |
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The pro forma financial information required by Item 9.01(b) is currently being
prepared. The Company will file the required pro forma financial information
under the cover of Form 8-K/A as soon as practicable but not later than
December 9, 2010, which is 71 calendar days after the latest date on which this
initial Current Report on Form 8-K is required to be filed. |
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(d) |
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Exhibits. |
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Exhibit |
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Number |
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Description |
99.1
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Press release dated September 23, 2010 |
SIGNATURE
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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CHATHAM LODGING TRUST
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Date: September 29, 2010 |
By: |
/s/ Dennis M. Craven
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Dennis M. Craven |
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Executive Vice President and
Chief Financial Officer |
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EXHIBIT INDEX
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Exhibit |
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Number |
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Description |
99.1
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Press release dated September 23, 2010 |
exv99w1
Exhibit 99.1
For Immediate Release
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Contact:
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Jerry Daly, Carol McCune
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Peter Willis |
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Daly Gray Public Relations
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Chief Investment Officer |
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(Media)
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(Acquisitions) |
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jerry@dalygray.com
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pwillis@cl-trust.com |
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(703) 435-6293
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(561) 227-1387 |
Chatham Lodging Completes Final Acquisition of Four-hotel Portfolio
with Purchase of Residence Inn in White Plains, New York
PALM BEACH, Fla., September 23, 2010Chatham Lodging Trust (NYSE: CLDT), a hotel real estate
investment trust (REIT) focused on upscale extended-stay hotels and premium branded select-service
hotels, today announced that it has completed the previously announced acquisition of the Residence
Inn by Marriott® White Plains/Westchester County in New York. It is the final hotel of
a four-property portfolio that the company announced several months ago. Total cost of the
portfolio was $61 million, or $137,387 per key, including the assumption of approximately $12.5
million of debt on two of the properties. Chatham has now acquired 11 hotels and has 2 hotels
under contract since its April 21, 2010 IPO.
This is our second metro New York hotel and we expect to close on a third property in New
Rochelle in the near future, which will give us good economies of scale in the market, said
Jeffrey H. Fisher, Chathams chief executive officer. We continue to have a quite active pipeline
of properties.
The 133-suite Residence Inn White Plains/Westchester County is located at 5 Barker Avenue in
downtown White Plains near I-287. The hotel has a business center, restaurant, fitness center and
provides free Internet access and breakfast. The hotel will be managed by Island Hospitality
Management, a hotel management company 90 percent-owned by Fisher.
About Chatham Lodging Trust
Chatham Lodging Trust is a self-advised real estate investment trust that was organized to
invest in upscale extended-stay hotels and premium-branded select-service hotels. The company
currently owns 11 hotels with an aggregate of 1,381 rooms/suites in 8 states and has one additional
hotel under contract to purchase. Additional information about Chatham may be found at
www.chathamlodgingtrust.com.
This press release may contain forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995 about Chatham Lodging Trust, including those statements
regarding acquisitions, capital expenditures, future operating results and the timing and
composition of revenues, among others, and statements containing words such as expects,
believes or will, which indicate that those statements are forward-looking. Except for
historical information, the matters discussed in this press release are forward-looking statements
that are subject to certain risks and uncertainties that could cause the actual results or
performance to differ materially from those discussed in such statements. Additional risks are
discussed in the companys filings with the Securities and Exchange Commission.