SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)*
CHATHAM LODGING TRUST
(Name of Issuer)
Common Stock, $0.01 par value
(Title of Class of Securities)
16208T102
(CUSIP Number)
Paul Friedman
BlueMountain Capital Management, LLC
280 Park Avenue, 5th Floor East
New York, New York 10017
212-905-3990
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
November 4, 2013
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See
§ 240.13d-7
for other parties to whom copies are to be sent.
* | The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (the Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. 16208T102 |
1 | NAMES OF REPORTING PERSONS
BlueMountain Capital Management, LLC | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions) (a) x (b) ¨
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (See instructions)
WC | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ¨
| |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware, United States of America | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
0 | ||||
8 | SHARED VOTING POWER
1,262,500 | |||||
9 | SOLE DISPOSITIVE POWER
0 | |||||
10 | SHARED DISPOSITIVE POWER
1,262,500 | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,262,500(1) | |||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) ¨
| |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.89%(2) | |||||
14 | TYPE OF REPORTING PERSON (See instructions)
IA |
(1) | The Reporting Persons (as defined in Item 2) may be deemed to be members of a group, within the meaning of Section 13(d)(3) of the Act, comprised of the Reporting Persons and the Vora Group Members (as defined in Item 2). If the Reporting Persons are deemed to be members of a group, within the meaning of Section 13(d)(3) of the Act, comprised of the Reporting Persons and the Vora Group Members, such group shall be deemed to beneficially own 2,525,000 shares of Common Stock, which represents 9.78% of the Issuers outstanding Common Stock. However, the Reporting Persons expressly disclaim beneficial ownership of the 1,262,500 shares of Common Stock beneficially owned by the Vora Group Members. |
(2) | All percentages set forth in this Schedule 13D are based upon the Issuers 25,808,058 outstanding shares of Common Stock made up of 22,558,058 shares as reported in the Issuers Form 10-Q filed with the Securities and Exchange Commission on August 8, 2013 plus 3,250,000 shares of Common Stock issued in connection with the Companys public offering which closed on September 30, 2013. |
CUSIP No. 16208T102 |
1 | NAMES OF REPORTING PERSONS
BlueMountain GP Holdings, LLC | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions) (a) x (b) ¨
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (See instructions)
WC | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ¨
| |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware, United States of America | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
0 | ||||
8 | SHARED VOTING POWER
1,051,876 | |||||
9 | SOLE DISPOSITIVE POWER
0 | |||||
10 | SHARED DISPOSITIVE POWER
1,051,876 | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,051,876(1) | |||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) ¨
| |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.08%(2) | |||||
14 | TYPE OF REPORTING PERSON (See instructions)
OO |
(1) | The Reporting Persons may be deemed to be members of a group, within the meaning of Section 13(d)(3) of the Act, comprised of the Reporting Persons and the Vora Group Members. If the Reporting Persons are deemed to be members of a group, within the meaning of Section 13(d)(3) of the Act, comprised of the Reporting Persons and the Vora Group Members, such group shall be deemed to beneficially own 2,525,000 shares of Common Stock, which represents 9.78% of the Issuers outstanding Common Stock. However, the Reporting Persons expressly disclaim beneficial ownership of the 1,262,500 shares of Common Stock beneficially owned by the Vora Group Members. |
(2) | All percentages set forth in this Schedule 13D are based upon the Issuers 25,808,058 outstanding shares of Common Stock made up of 22,558,058 shares as reported in the Issuers Form 10-Q filed with the Securities and Exchange Commission on August 8, 2013 plus 3,250,000 shares of Common Stock issued in connection with the Companys public offering which closed on September 30, 2013. |
CUSIP No. 16208T102
1 | NAMES OF REPORTING PERSONS
Blue Mountain Credit Alternatives Master Fund L.P. | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions) (a) x (b) ¨
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (See instructions)
WC | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ¨
| |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
0 | ||||
8 | SHARED VOTING POWER
697,073 | |||||
9 | SOLE DISPOSITIVE POWER
0 | |||||
10 | SHARED DISPOSITIVE POWER
697,073 | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
697,073(1) | |||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) ¨
| |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.70%(2) | |||||
14 | TYPE OF REPORTING PERSON (See instructions)
PN |
(1) | The Reporting Persons may be deemed to be members of a group, within the meaning of Section 13(d)(3) of the Act, comprised of the Reporting Persons and the Vora Group Members. If the Reporting Persons are deemed to be members of a group, within the meaning of Section 13(d)(3) of the Act, comprised of the Reporting Persons and the Vora Group Members, such group shall be deemed to beneficially own 2,525,000 shares of Common Stock, which represents 9.78% of the Issuers outstanding Common Stock. However, the Reporting Persons expressly disclaim beneficial ownership of the 1,262,500 shares of Common Stock beneficially owned by the Vora Group Members. |
(2) | All percentages set forth in this Schedule 13D are based upon the Issuers 25,808,058 outstanding shares of Common Stock made up of 22,558,058 shares as reported in the Issuers Form 10-Q filed with the Securities and Exchange Commission on August 8, 2013 plus 3,250,000 shares of Common Stock issued in connection with the Companys public offering which closed on September 30, 2013. |
CUSIP No. 16208T102 |
1 | NAMES OF REPORTING PERSONS
Blue Mountain CA Master Fund GP, Ltd. | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions) (a) x (b) ¨
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (See instructions)
WC | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ¨
| |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
0 | ||||
8 | SHARED VOTING POWER
697,073 | |||||
9 | SOLE DISPOSITIVE POWER
0 | |||||
10 | SHARED DISPOSITIVE POWER
697,073 | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
697,073(1) | |||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) ¨
| |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.70%(2) | |||||
14 | TYPE OF REPORTING PERSON (See instructions)
CO |
(1) | The Reporting Persons may be deemed to be members of a group, within the meaning of Section 13(d)(3) of the Act, comprised of the Reporting Persons and the Vora Group Members. If the Reporting Persons are deemed to be members of a group, within the meaning of Section 13(d)(3) of the Act, comprised of the Reporting Persons and the Vora Group Members, such group shall be deemed to beneficially own 2,525,000 shares of Common Stock, which represents 9.78% of the Issuers outstanding Common Stock. However, the Reporting Persons expressly disclaim beneficial ownership of the 1,262,500 shares of Common Stock beneficially owned by the Vora Group Members. |
(2) | All percentages set forth in this Schedule 13D are based upon the Issuers 25,808,058 outstanding shares of Common Stock made up of 22,558,058 shares as reported in the Issuers Form 10-Q filed with the Securities and Exchange Commission on August 8, 2013 plus 3,250,000 shares of Common Stock issued in connection with the Companys public offering which closed on September 30, 2013. |
CUSIP No. 16208T102 |
1 | NAMES OF REPORTING PERSONS
BlueMountain Long/Short Credit Master Fund L.P. | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions) (a) x (b) ¨
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (See instructions)
WC | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ¨
| |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
0 | ||||
8 | SHARED VOTING POWER
130,473 | |||||
9 | SOLE DISPOSITIVE POWER
0 | |||||
10 | SHARED DISPOSITIVE POWER
130,473 | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
130,473(1) | |||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) ¨
| |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.51%(2) | |||||
14 | TYPE OF REPORTING PERSON (See instructions)
PN |
(1) | The Reporting Persons may be deemed to be members of a group, within the meaning of Section 13(d)(3) of the Act, comprised of the Reporting Persons and the Vora Group Members. If the Reporting Persons are deemed to be members of a group, within the meaning of Section 13(d)(3) of the Act, comprised of the Reporting Persons and the Vora Group Members, such group shall be deemed to beneficially own 2,525,000 shares of Common Stock, which represents 9.78% of the Issuers outstanding Common Stock. However, the Reporting Persons expressly disclaim beneficial ownership of the 1,262,500 shares of Common Stock beneficially owned by the Vora Group Members. |
(2) | All percentages set forth in this Schedule 13D are based upon the Issuers 25,808,058 outstanding shares of Common Stock made up of 22,558,058 shares as reported in the Issuers Form 10-Q filed with the Securities and Exchange Commission on August 8, 2013 plus 3,250,000 shares of Common Stock issued in connection with the Companys public offering which closed on September 30, 2013. |
CUSIP No. 16208T102 |
1 | NAMES OF REPORTING PERSONS
BlueMountain Long/Short Credit GP, LLC | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions) (a) x (b) ¨
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (See instructions)
WC | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ¨
| |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware, United States of America | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
0 | ||||
8 | SHARED VOTING POWER
130,473 | |||||
9 | SOLE DISPOSITIVE POWER
0 | |||||
10 | SHARED DISPOSITIVE POWER
130,473 | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
130,473(1) | |||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) ¨
| |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.51%(2) | |||||
14 | TYPE OF REPORTING PERSON (See instructions)
OO |
(1) | The Reporting Persons may be deemed to be members of a group, within the meaning of Section 13(d)(3) of the Act, comprised of the Reporting Persons and the Vora Group Members. If the Reporting Persons are deemed to be members of a group, within the meaning of Section 13(d)(3) of the Act, comprised of the Reporting Persons and the Vora Group Members, such group shall be deemed to beneficially own 2,525,000 shares of Common Stock, which represents 9.78% of the Issuers outstanding Common Stock. However, the Reporting Persons expressly disclaim beneficial ownership of the 1,262,500 shares of Common Stock beneficially owned by the Vora Group Members. |
(2) | All percentages set forth in this Schedule 13D are based upon the Issuers 25,808,058 outstanding shares of Common Stock made up of 22,558,058 shares as reported in the Issuers Form 10-Q filed with the Securities and Exchange Commission on August 8, 2013 plus 3,250,000 shares of Common Stock issued in connection with the Companys public offering which closed on September 30, 2013. |
CUSIP No. 16208T102 |
1 | NAMES OF REPORTING PERSONS
BlueMountain Strategic Credit Master Fund L.P. | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) x (b) ¨
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (see instructions)
WC | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ¨
| |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
0 | ||||
8 | SHARED VOTING POWER
39,388 | |||||
9 | SOLE DISPOSITIVE POWER
0 | |||||
10 | SHARED DISPOSITIVE POWER
39,388 | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
39,388(1) | |||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) ¨
| |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.15%(2) | |||||
14 | TYPE OF REPORTING PERSON (see instructions)
PN |
(1) | The Reporting Persons may be deemed to be members of a group, within the meaning of Section 13(d)(3) of the Act, comprised of the Reporting Persons and the Vora Group Members. If the Reporting Persons are deemed to be members of a group, within the meaning of Section 13(d)(3) of the Act, comprised of the Reporting Persons and the Vora Group Members, such group shall be deemed to beneficially own 2,525,000 shares of Common Stock, which represents 9.78% of the Issuers outstanding Common Stock. However, the Reporting Persons expressly disclaim beneficial ownership of the 1,262,500 shares of Common Stock beneficially owned by the Vora Group Members. |
(2) | All percentages set forth in this Schedule 13D are based upon the Issuers 25,808,058 outstanding shares of Common Stock made up of 22,558,058 shares as reported in the Issuers Form 10-Q filed with the Securities and Exchange Commission on August 8, 2013 plus 3,250,000 shares of Common Stock issued in connection with the Companys public offering which closed on September 30, 2013. |
CUSIP No. 16208T102 |
1 | NAMES OF REPORTING PERSONS
BlueMountain Strategic Credit GP, LLC | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions) (a) x (b) ¨
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (See instructions)
WC | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ¨
| |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware, United States of America | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
0 | ||||
8 | SHARED VOTING POWER
39,388 | |||||
9 | SOLE DISPOSITIVE POWER
0 | |||||
10 | SHARED DISPOSITIVE POWER
39,388 | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
39,388(1) | |||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) ¨
| |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.15%(2) | |||||
14 | TYPE OF REPORTING PERSON (See instructions)
OO |
(1) | The Reporting Persons may be deemed to be members of a group, within the meaning of Section 13(d)(3) of the Act, comprised of the Reporting Persons and the Vora Group Members. If the Reporting Persons are deemed to be members of a group, within the meaning of Section 13(d)(3) of the Act, comprised of the Reporting Persons and the Vora Group Members, such group shall be deemed to beneficially own 2,525,000 shares of Common Stock, which represents 9.78% of the Issuers outstanding Common Stock. However, the Reporting Persons expressly disclaim beneficial ownership of the 1,262,500 shares of Common Stock beneficially owned by the Vora Group Members. |
(2) | All percentages set forth in this Schedule 13D are based upon the Issuers 25,808,058 outstanding shares of Common Stock made up of 22,558,058 shares as reported in the Issuers Form 10-Q filed with the Securities and Exchange Commission on August 8, 2013 plus 3,250,000 shares of Common Stock issued in connection with the Companys public offering which closed on September 30, 2013. |
CUSIP No. 16208T102 |
1 | NAMES OF REPORTING PERSONS
BlueMountain Timberline Ltd. | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions) (a) x (b) ¨
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (See instructions)
WC | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ¨
| |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
0 | ||||
8 | SHARED VOTING POWER
74,902 | |||||
9 | SOLE DISPOSITIVE POWER
0 | |||||
10 | SHARED DISPOSITIVE POWER
74,902 | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
74,902(1) | |||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) ¨
| |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.29%(2) | |||||
14 | TYPE OF REPORTING PERSON (See instructions)
CO |
(1) | The Reporting Persons may be deemed to be members of a group, within the meaning of Section 13(d)(3) of the Act, comprised of the Reporting Persons and the Vora Group Members. If the Reporting Persons are deemed to be members of a group, within the meaning of Section 13(d)(3) of the Act, comprised of the Reporting Persons and the Vora Group Members, such group shall be deemed to beneficially own 2,525,000 shares of Common Stock, which represents 9.78% of the Issuers outstanding Common Stock. However, the Reporting Persons expressly disclaim beneficial ownership of the 1,262,500 shares of Common Stock beneficially owned by the Vora Group Members. |
(2) | All percentages set forth in this Schedule 13D are based upon the Issuers 25,808,058 outstanding shares of Common Stock made up of 22,558,058 shares as reported in the Issuers Form 10-Q filed with the Securities and Exchange Commission on August 8, 2013 plus 3,250,000 shares of Common Stock issued in connection with the Companys public offering which closed on September 30, 2013. |
CUSIP No. 16208T102 |
1 | NAMES OF REPORTING PERSONS
BlueMountain Credit Opportunities Master Fund I L.P. | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions) (a) x (b) ¨
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (See instructions)
WC | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ¨
| |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
0 | ||||
8 | SHARED VOTING POWER
151,035 | |||||
9 | SOLE DISPOSITIVE POWER
0 | |||||
10 | SHARED DISPOSITIVE POWER
151,035 | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
151,035(1) | |||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) ¨
| |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.59%(2) | |||||
14 | TYPE OF REPORTING PERSON (See instructions)
PN |
(1) | The Reporting Persons may be deemed to be members of a group, within the meaning of Section 13(d)(3) of the Act, comprised of the Reporting Persons and the Vora Group Members. If the Reporting Persons are deemed to be members of a group, within the meaning of Section 13(d)(3) of the Act, comprised of the Reporting Persons and the Vora Group Members, such group shall be deemed to beneficially own 2,525,000 shares of Common Stock, which represents 9.78% of the Issuers outstanding Common Stock. However, the Reporting Persons expressly disclaim beneficial ownership of the 1,262,500 shares of Common Stock beneficially owned by the Vora Group Members. |
(2) | All percentages set forth in this Schedule 13D are based upon the Issuers 25,808,058 outstanding shares of Common Stock made up of 22,558,058 shares as reported in the Issuers Form 10-Q filed with the Securities and Exchange Commission on August 8, 2013 plus 3,250,000 shares of Common Stock issued in connection with the Companys public offering which closed on September 30, 2013. |
CUSIP No. 16208T102 |
1 | NAMES OF REPORTING PERSONS
BlueMountain Credit Opportunities GP I, LLC | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions) (a) x (b) ¨
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (See instructions)
WC | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ¨
| |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware, United States of America | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
0 | ||||
8 | SHARED VOTING POWER
151,035 | |||||
9 | SOLE DISPOSITIVE POWER
0 | |||||
10 | SHARED DISPOSITIVE POWER
151,035 | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
151,035(1) | |||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) ¨
| |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.59%(2) | |||||
14 | TYPE OF REPORTING PERSON (See instructions)
OO |
(1) | The Reporting Persons may be deemed to be members of a group, within the meaning of Section 13(d)(3) of the Act, comprised of the Reporting Persons and the Vora Group Members. If the Reporting Persons are deemed to be members of a group, within the meaning of Section 13(d)(3) of the Act, comprised of the Reporting Persons and the Vora Group Members, such group shall be deemed to beneficially own 2,525,000 shares of Common Stock, which represents 9.78% of the Issuers outstanding Common Stock. However, the Reporting Persons expressly disclaim beneficial ownership of the 1,262,500 shares of Common Stock beneficially owned by the Vora Group Members. |
(2) | All percentages set forth in this Schedule 13D are based upon the Issuers 25,808,058 outstanding shares of Common Stock made up of 22,558,058 shares as reported in the Issuers Form 10-Q filed with the Securities and Exchange Commission on August 8, 2013 plus 3,250,000 shares of Common Stock issued in connection with the Companys public offering which closed on September 30, 2013. |
CUSIP No. 16208T102 |
1 | NAMES OF REPORTING PERSONS
BlueMountain Kicking Horse Fund L.P. | |||||
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions) (a) x (b) ¨
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (See instructions)
WC | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ¨
| |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
0 | ||||
8 | SHARED VOTING POWER
33,907 | |||||
9 | SOLE DISPOSITIVE POWER
0 | |||||
10 | SHARED DISPOSITIVE POWER
33,907 | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
33,907(1) | |||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) ¨
| |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.13%(2) | |||||
14 | TYPE OF REPORTING PERSON (See instructions)
PN |
(1) | The Reporting Persons may be deemed to be members of a group, within the meaning of Section 13(d)(3) of the Act, comprised of the Reporting Persons and the Vora Group Members. If the Reporting Persons are deemed to be members of a group, within the meaning of Section 13(d)(3) of the Act, comprised of the Reporting Persons and the Vora Group Members, such group shall be deemed to beneficially own 2,525,000 shares of Common Stock, which represents 9.78% of the Issuers outstanding Common Stock. However, the Reporting Persons expressly disclaim beneficial ownership of the 1,262,500 shares of Common Stock beneficially owned by the Vora Group Members. |
(2) | All percentages set forth in this Schedule 13D are based upon the Issuers 25,808,058 outstanding shares of Common Stock made up of 22,558,058 shares as reported in the Issuers Form 10-Q filed with the Securities and Exchange Commission on August 8, 2013 plus 3,250,000 shares of Common Stock issued in connection with the Companys public offering which closed on September 30, 2013. |
CUSIP No. 16208T102 |
1 | NAMES OF REPORTING PERSONS
BlueMountain Kicking Horse Fund GP, LLC | |||||
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions) (a) x (b) ¨
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (See instructions)
WC | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ¨
| |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware, United States of America | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
0 | ||||
8 | SHARED VOTING POWER
33,907 | |||||
9 | SOLE DISPOSITIVE POWER
0 | |||||
10 | SHARED DISPOSITIVE POWER
33,907 | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
33,907(1) | |||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) ¨
| |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.13%(2) | |||||
14 | TYPE OF REPORTING PERSON (See instructions)
OO |
(1) | The Reporting Persons may be deemed to be members of a group, within the meaning of Section 13(d)(3) of the Act, comprised of the Reporting Persons and the Vora Group Members. If the Reporting Persons are deemed to be members of a group, within the meaning of Section 13(d)(3) of the Act, comprised of the Reporting Persons and the Vora Group Members, such group shall be deemed to beneficially own 2,525,000 shares of Common Stock, which represents 9.78% of the Issuers outstanding Common Stock. However, the Reporting Persons expressly disclaim beneficial ownership of the 1,262,500 shares of Common Stock beneficially owned by the Vora Group Members. |
(2) | All percentages set forth in this Schedule 13D are based upon the Issuers 25,808,058 outstanding shares of Common Stock made up of 22,558,058 shares as reported in the Issuers Form 10-Q filed with the Securities and Exchange Commission on August 8, 2013 plus 3,250,000 shares of Common Stock issued in connection with the Companys public offering which closed on September 30, 2013. |
CUSIP No. 16208T102 |
1 | NAMES OF REPORTING PERSONS
BlueMountain Montenvers Master Fund SCA SICAV-SIF | |||||
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions) (a) x (b) ¨
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (See instructions)
WC | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ¨
| |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Luxembourg | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
0 | ||||
8 | SHARED VOTING POWER
135,722 | |||||
9 | SOLE DISPOSITIVE POWER
0 | |||||
10 | SHARED DISPOSITIVE POWER
135,722 | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
135,722(1) | |||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) ¨
| |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.53%(2) | |||||
14 | TYPE OF REPORTING PERSON (See instructions)
PN |
(1) | The Reporting Persons may be deemed to be members of a group, within the meaning of Section 13(d)(3) of the Act, comprised of the Reporting Persons and the Vora Group Members. If the Reporting Persons are deemed to be members of a group, within the meaning of Section 13(d)(3) of the Act, comprised of the Reporting Persons and the Vora Group Members, such group shall be deemed to beneficially own 2,525,000 shares of Common Stock, which represents 9.78% of the Issuers outstanding Common Stock. However, the Reporting Persons expressly disclaim beneficial ownership of the 1,262,500 shares of Common Stock beneficially owned by the Vora Group Members. |
(2) | All percentages set forth in this Schedule 13D are based upon the Issuers 25,808,058 outstanding shares of Common Stock made up of 22,558,058 shares as reported in the Issuers Form 10-Q filed with the Securities and Exchange Commission on August 8, 2013 plus 3,250,000 shares of Common Stock issued in connection with the Companys public offering which closed on September 30, 2013. |
CUSIP No. 16208T102 |
1 | NAMES OF REPORTING PERSONS
BlueMountain Montenvers GP S.à r.l. | |||||
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions) (a) x (b) ¨
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (See instructions)
WC | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ¨
| |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Luxembourg | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
0 | ||||
8 | SHARED VOTING POWER
135,722 | |||||
9 | SOLE DISPOSITIVE POWER
0 | |||||
10 | SHARED DISPOSITIVE POWER
135,722 | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
135,722(1) | |||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) ¨
| |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.53%(2) | |||||
14 | TYPE OF REPORTING PERSON (See instructions)
CO |
(1) | The Reporting Persons may be deemed to be members of a group, within the meaning of Section 13(d)(3) of the Act, comprised of the Reporting Persons and the Vora Group Members. If the Reporting Persons are deemed to be members of a group, within the meaning of Section 13(d)(3) of the Act, comprised of the Reporting Persons and the Vora Group Members, such group shall be deemed to beneficially own 2,525,000 shares of Common Stock, which represents 9.78% of the Issuers outstanding Common Stock. However, the Reporting Persons expressly disclaim beneficial ownership of the 1,262,500 shares of Common Stock beneficially owned by the Vora Group Members. |
(2) | All percentages set forth in this Schedule 13D are based upon the Issuers 25,808,058 outstanding shares of Common Stock made up of 22,558,058 shares as reported in the Issuers Form 10-Q filed with the Securities and Exchange Commission on August 8, 2013 plus 3,250,000 shares of Common Stock issued in connection with the Companys public offering which closed on September 30, 2013. |
CUSIP No. 16208T102
This Amendment No .1 (this Amendment No. 1) amends the Schedule 13D (the Schedule 13D) filed with the Securities and Exchange Commission (the SEC) on October 7, 2013, relating to the common stock, par value $0.01 per share (the Common Stock), of Chatham Lodging Trust, a Maryland real estate investment trust (the Issuer). The Issuers principal executive office is located at 50 Cocoanut Row, Suite 211, Palm Beach, Florida 33480. Unless specifically amended hereby, the disclosures set forth in the Schedule 13D remain unchanged. Capitalized terms used and not defined in this Amendment No. 1 have the meanings set forth in the Schedule 13D. This Amendment No. 1 is being filed to amend Item 4 and Item 7 of the Schedule 13D as follows:
Item 4. Purpose of Transaction.
Item 4 of the Schedule 13D is hereby amended and supplemented as follows:
On November 4, 2013, the Reporting Persons sent a letter to the board of trustees of the Issuer (the Board) submitting a proposal to acquire all of the issued and outstanding Common Stock for $21.50 per share, subject to customary conditions including confirmatory due diligence and financing (the Proposal). The Reporting Persons also encouraged the Issuer to consider an auction or seek other proposals in order to ascertain if a higher price can be obtained. The letter is filed as an Exhibit to this Amendment to Schedule 13D. The Schedule 13D is amended to reflect the statements expressed in the November 4, 2013 letter to the extent the same constitute plans or proposals that relate to or would result in one or more of the events referred to in paragraphs (a) through (j), inclusive of Item 4 of Schedule 13D. In connection with the Proposal, the Reporting Persons entered into an amendment to the October Letter Agreement to limit sales of Common Stock by the Reporting Persons and Vora Group Members on or prior to 5:00 p.m., New York City time, on November 22, 2013.
Item 7. Material to be Filed as Exhibits.
Item 7 of the Schedule 13D is hereby amended and supplemented as follows:
2. | Joint Filing Agreement dated November 4, 2013, attached as Exhibit 2 hereto. |
3. | Letter from Reporting Persons to the Board of Issuer dated November 4, 2013, attached as Exhibit 3 hereto. |
SIGNATURES
After reasonable inquiry and to the best knowledge and belief of the undersigned, the undersigned certifies that the information set forth in this statement with respect to the undersigned is true, complete and correct.
Date: November 4, 2013
BLUEMOUNTAIN CAPITAL MANAGEMENT, LLC | ||
By: | /s/ PAUL FRIEDMAN | |
Name: Paul Friedman, Chief Compliance Officer | ||
BLUEMOUNTAIN GP HOLDINGS, LLC | ||
By: | /s/ PAUL FRIEDMAN | |
Name: Paul Friedman, Chief Compliance Officer | ||
BLUE MOUNTAIN CREDIT ALTERNATIVES MASTER FUND L.P. | ||
BY: | BLUE MOUNTAIN CA MASTER FUND GP, LTD. | |
By: | /s/ ANDREW FELDSTEIN | |
Name: Andrew Feldstein, Director | ||
BLUE MOUNTAIN CA MASTER FUND GP, LTD. | ||
By: | /s/ ANDREW FELDSTEIN | |
Name: Andrew Feldstein, Director | ||
BLUEMOUNTAIN LONG/SHORT CREDIT MASTER FUND L.P. | ||
BY: | BLUEMOUNTAIN LONG/SHORT CREDIT GP, LLC | |
BY: | BLUEMOUNTAIN GP HOLDINGS, LLC | |
By: | /s/ PAUL FRIEDMAN | |
Name: Paul Friedman, Chief Compliance Officer | ||
BLUEMOUNTAIN LONG/SHORT CREDIT GP, LLC | ||
BY: | BLUEMOUNTAIN GP HOLDINGS, LLC | |
By: | /s/ PAUL FRIEDMAN | |
Name: Paul Friedman, Chief Compliance Officer | ||
BLUEMOUNTAIN STRATEGIC CREDIT MASTER FUND L.P. | ||
BY: | BLUEMOUNTAIN STRATEGIC CREDIT GP, LLC | |
BY: | BLUEMOUNTAIN GP HOLDINGS, LLC | |
By: | /s/ PAUL FRIEDMAN | |
Name: Paul Friedman, Chief Compliance Officer |
BLUEMOUNTAIN STRATEGIC CREDIT GP, LLC | ||
BY: BLUEMOUNTAIN GP HOLDINGS, LLC | ||
By: | /s/ PAUL FRIEDMAN | |
Name: Paul Friedman, Chief Compliance Officer | ||
BLUEMOUNTAIN KICKING HORSE FUND L.P. | ||
BY: BLUEMOUNTAIN KICKING HORSE FUND GP, LLC | ||
BY: BLUEMOUNTAIN GP HOLDINGS, LLC | ||
By: | /s/ PAUL FRIEDMAN | |
Name: Paul Friedman, Chief Compliance Officer | ||
BLUEMOUNTAIN KICKING HORSE FUND GP, LLC | ||
BY: BLUEMOUNTAIN GP HOLDINGS, LLC | ||
By: | /s/ PAUL FRIEDMAN | |
Name: Paul Friedman, Chief Compliance Officer | ||
BLUEMOUNTAIN CREDIT OPPORTUNITIES MASTER FUND I L.P. | ||
BY: BLUEMOUNTAIN CREDIT OPPORTUNITIES GP I, LLC | ||
BY: BLUEMOUNTAIN GP HOLDINGS, LLC | ||
By: | /s/ PAUL FRIEDMAN | |
Name: Paul Friedman, Chief Compliance Officer | ||
BLUEMOUNTAIN CREDIT OPPORTUNITIES GP I, LLC | ||
BY: BLUEMOUNTAIN GP HOLDINGS, LLC | ||
By: | /s/ PAUL FRIEDMAN | |
Name: Paul Friedman, Chief Compliance Officer | ||
BLUEMOUNTAIN TIMBERLINE LTD. | ||
By: | /s/ ANDREW FELDSTEIN | |
Name: Andrew Feldstein, Director | ||
BLUEMOUNTAIN MONTENVERS MASTER FUND SCA SICAV-SIF | ||
BY: BLUEMOUNTAIN MONTENVERS GP S.à r.l. | ||
By: | /s/ PAUL FRIEDMAN | |
Name: Paul Friedman, Authorized Person | ||
BLUEMOUNTAIN MONTENVERS GP S.à r.l. | ||
By: | /s/ PAUL FRIEDMAN | |
Name: Paul Friedman, Authorized Person |
The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative (other than an executive officer or general partner of the filing person), evidence of the representatives authority to sign on behalf of such person shall be filed with the statement; provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001)
EXHIBIT 2
JOINT FILING AGREEMENT
The undersigned agree that the Amendment No. 1 to the Schedule 13D with respect to the Common Stock, par value $0.01 per share, of Chatham Lodging Trust, dated as of November 4, 2013, is, and any amendments thereto (including amendments on Schedule 13G) signed by each of the undersigned shall be, filed on behalf of each of them pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.
DATED: November 4, 2013
BLUEMOUNTAIN CAPITAL MANAGEMENT, LLC | ||
By: | /s/ PAUL FRIEDMAN | |
Name: Paul Friedman, Chief Compliance Officer | ||
BLUEMOUNTAIN GP HOLDINGS, LLC | ||
By: | /s/ PAUL FRIEDMAN | |
Name: Paul Friedman, Chief Compliance Officer | ||
BLUE MOUNTAIN CREDIT ALTERNATIVES MASTER FUND L.P. BY: BLUE MOUNTAIN CA MASTER FUND GP, LTD. | ||
By: | /s/ ANDREW FELDSTEIN | |
Name: Andrew Feldstein, Director | ||
BLUE MOUNTAIN CA MASTER FUND GP, LTD. | ||
By: | /s/ ANDREW FELDSTEIN | |
Name: Andrew Feldstein, Director | ||
BLUEMOUNTAIN LONG/SHORT CREDIT MASTER FUND L.P. | ||
BY: BLUEMOUNTAIN LONG/SHORT CREDIT GP, LLC | ||
BY: BLUEMOUNTAIN GP HOLDINGS, LLC | ||
By: | /s/ PAUL FRIEDMAN | |
Name: Paul Friedman, Chief Compliance Officer | ||
BLUEMOUNTAIN LONG/SHORT CREDIT GP, LLC | ||
BY: BLUEMOUNTAIN GP HOLDINGS, LLC | ||
By: | /s/ PAUL FRIEDMAN | |
Name: Paul Friedman, Chief Compliance Officer |
BLUEMOUNTAIN STRATEGIC CREDIT MASTER FUND L.P. | ||
BY: BLUEMOUNTAIN STRATEGIC CREDIT GP, LLC | ||
BY: BLUEMOUNTAIN GP HOLDINGS, LLC | ||
By: | /s/ PAUL FRIEDMAN | |
Name: Paul Friedman, Chief Compliance Officer | ||
BLUEMOUNTAIN STRATEGIC CREDIT GP, LLC | ||
BY: BLUEMOUNTAIN GP HOLDINGS, LLC | ||
By: | /s/ PAUL FRIEDMAN | |
Name: Paul Friedman, Chief Compliance Officer | ||
BLUEMOUNTAIN KICKING HORSE FUND L.P. | ||
BY: BLUEMOUNTAIN KICKING HORSE FUND GP, LLC | ||
BY: BLUEMOUNTAIN GP HOLDINGS, LLC | ||
By: | /s/ PAUL FRIEDMAN | |
Name: Paul Friedman, Chief Compliance Officer | ||
BLUEMOUNTAIN KICKING HORSE FUND GP, LLC | ||
BY: BLUEMOUNTAIN GP HOLDINGS, LLC | ||
By: | /s/ PAUL FRIEDMAN | |
Name: Paul Friedman, Chief Compliance Officer | ||
BLUEMOUNTAIN CREDIT OPPORTUNITIES MASTER FUND I L.P. | ||
BY: BLUEMOUNTAIN CREDIT OPPORTUNITIES GP I, LLC | ||
BY: BLUEMOUNTAIN GP HOLDINGS, LLC | ||
By: | /s/ PAUL FRIEDMAN | |
Name: Paul Friedman, Chief Compliance Officer | ||
BLUEMOUNTAIN CREDIT OPPORTUNITIES GP I, LLC | ||
BY: BLUEMOUNTAIN GP HOLDINGS, LLC | ||
By: | /s/ PAUL FRIEDMAN | |
Name: Paul Friedman, Chief Compliance Officer | ||
BLUEMOUNTAIN TIMBERLINE LTD. | ||
By: | /s/ ANDREW FELDSTEIN | |
Name: Andrew Feldstein, Director |
BLUEMOUNTAIN MONTENVERS MASTER FUND SCA SICAV-SIF | ||
BY: BLUEMOUNTAIN MONTENVERS GP S.à r.l. | ||
By: | /s/ PAUL FRIEDMAN | |
Name: Paul Friedman, Authorized Person | ||
BLUEMOUNTAIN MONTENVERS GP S.à r.l. | ||
By: | /s/ PAUL FRIEDMAN | |
Name: Paul Friedman, Authorized Person |
EXHIBIT 3
LETTER FROM REPORTING PERSONS TO THE BOARD OF ISSUER DATED NOVEMBER 4, 2013
BlueMountain Capital Management, LLC
280 Park Avenue, 5th Floor East
New York, New York 10017
November 4, 2013
Chatham Lodging Trust
50 Cocoanut Row, Suite 211
Palm Beach, FL 33480
Attn: Members of the Board of Trustees
Ladies and Gentlemen:
BlueMountain Capital Management, LLC (on behalf of certain funds it manages) (BlueMountain) is pleased to submit to you this proposal to acquire all of the outstanding shares of common stock (the Common Stock) of Chatham Lodging Trust (Chatham or the Company) at a cash price of $21.50 per share. This offer represents an approximate 25.4% premium to $17.14 (the estimated weighted average offering price of the two recent equity offerings in which the Company increased its market capitalization by approximately 46.8%), a 20.3% premium to the unaffected stock price of $17.87 on October 4, 2013 (the last closing price prior to our initial 13D filing which referenced our anticipated discussion of strategic alternatives with the Company) and a 14.5% premium to $18.77 (the most recent closing price on November 1, 2013).
BlueMountain is a registered investment adviser responsible for the management of more than $16.7 billion and employs a multi-strategy approach to the equity and credit markets, including a focus on value investing based on rigorous fundamental research. The proposed transaction is subject to negotiation of a satisfactory definitive agreement, including customary conditions for a company like Chatham. At this stage, our proposal is also subject to confirmatory due diligence and financing. We have completed a thorough review of the Companys publicly available information and are prepared to move forward immediately to consummate a transaction with minimum disruption to the Company. We are prepared to work with senior management both in structuring a mutually acceptable proposal and developing an operating plan for the Company in the future.
We believe this proposal is in the best interest of the Company, its shareholders, employees and customers. If however, in the exercise of your fiduciary duties, you believe that a higher price could be obtained through an auction or strategic combination, we would be supportive of such a process.
Due to the importance of these discussions and the value represented by our proposal, we expect you to engage in a full review of our offer. We realize that there may be aspects of our proposal which you would wish to further discuss with us. We would be happy to make ourselves available to meet with you at your earliest convenience. Depending on the nature of your response, we reserve the right to pursue all possible alternatives to ensure that Company shareholders are provided with the opportunity to realize the value inherent in our proposal.
We believe that time is of the essence with respect to this matter. Accordingly, we request that you respond promptly to our proposal, and in no event later than 5:00 p.m. New York City time, on November 22, 2013. Our offer will expire at that time. We sincerely hope that, together, we can proceed promptly to ensure that the best interests of all shareholders are served.
Sincerely yours, | ||
BlueMountain Capital Management, LLC | ||
By: |
/s/ Peter Greatrex | |
Name: |
Peter Greatrex | |
Title: |
Managing Partner, Head of Research |