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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)
         
Maryland
(State or Other Jurisdiction
of Incorporation or Organization)
  001-34693
(Commission File Number)
  27-1200777
(I.R.S. Employer Identification No.)
     
50 Cocoanut Row,    
Suite 216    
Palm Beach, Florida   33480
(Address of principal executive offices)   (Zip Code)
(561) 802-4477
(Registrant’s 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 Company’s 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 hotel’s 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 term’s 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)   Financial Statements of Businesses Acquired.
 
    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.
 
(b)   Pro Forma Financial Information.
 
    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.
 
(d)   Exhibits.
     
Exhibit    
Number   Description
99.1
  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.
         
  CHATHAM LODGING TRUST
 
 
Date: September 29, 2010  By:   /s/ Dennis M. Craven    
    Dennis M. Craven   
    Executive Vice President and Chief Financial Officer   

 


 

         
EXHIBIT INDEX
     
Exhibit    
Number   Description
99.1
  Press release dated September 23, 2010

 

exv99w1
Exhibit 99.1
(CHATHAM LODGING TRUST)
For Immediate Release
         
Contact:
  Jerry Daly, Carol McCune   Peter Willis
 
  Daly Gray Public Relations   Chief Investment Officer
 
  (Media)   (Acquisitions)
 
  jerry@dalygray.com   pwillis@cl-trust.com
 
  (703) 435-6293   (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, 2010—Chatham 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, Chatham’s 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 company’s filings with the Securities and Exchange Commission.