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

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 200 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 July 2, 2010, a wholly owned subsidiary of Chatham Lodging Trust (the “Company”) completed the acquisition of the 120-room Hampton Inn & Suites^® Houston — Medical Center in Houston, Texas (the “Hotel”) for a cash purchase price of $16.5 million, plus customary pro-rated amounts and closing costs, from Moody National 1715 OST Houston S, LLC. The hotel will be managed by Island Hospitality Management (“IHM”), a hotel management company 90 percent-owned by Jeffrey H. Fisher, the Company’s chief executive officer, pursuant to a management agreement between the Company’s taxable real estate investment trust subsidiary and IHM. The Company funded the purchase price for the Hotel from the proceeds of its initial public offering of common shares (the “IPO”), which was completed on April 21, 2010.

The management agreement with IHM is for a five-year term and provides for base management fees and incentive management fees within the ranges described in the Company’s final prospectus for the IPO, which was filed with the Securities and Exchange Commission on April 19, 2010 pursuant to Rule 424(b) under the Securities Act of 1933, as amended. IHM may extend the management agreement for two additional 5-year renewal terms upon 90 days’ written notice to the Company. The management agreement may be terminated upon the sale of the Hotel for no termination fee upon six months’ advance notice. The management agreement also may be terminated for cause, including the failure of the Hotel’s operating performance to meet specified levels.

A copy of the press release announcing the completion of the acquisition of the Hotel 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 September 20, 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 September 20, 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 July 6, 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.

EXHIBIT INDEX

Exhibit
Number		Description
99.1		Press release dated July 6, 2010

Exhibit 99.1

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 Trust Closes On Seventh Hotel

     PALM BEACH, Fla., July 6, 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 acquired the 120-room Hampton Inn & Suites^® Houston — Medical Center in Houston, Texas for $16.5 million. The hotel is the first acquisition to be completed by Chatham in a previously announced agreement to acquire a portfolio of four hotels for an aggregate purchase price of $61 million, and marks the seventh acquisition completed by Chatham since its April 21, 2010 initial public offering. The remaining three hotels are expected to close upon completion of due diligence and satisfaction of closing conditions.

     Upon completion of the acquisition of the remaining three hotels in this four-hotel portfolio and the acquisition of a previously announced additional hotel under contract in the greater metropolitan New York area, Chatham will own 11 hotels.

     “The Houston Hampton Inn & Suites fits our acquisition profile of premium-branded, select-service and upscale extended-stay hotels in markets with high barriers to entry near strong demand generators,” said Jeffrey H. Fisher, Chatham’s chief executive officer. “We have an active pipeline and an aggressive appetite to add to our portfolio.”

About Chatham Lodging Trust

     Chatham Lodging Trust is a self-advised REIT that was organized to invest in upscale extended-stay hotels and premium-branded, select-service hotels. The company currently owns seven hotels with an aggregate of 933 rooms/suites and has an additional four hotels 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.