false000147409800014740982024-09-182024-09-180001474098us-gaap:CommonStockMember2024-09-182024-09-180001474098us-gaap:SeriesEPreferredStockMember2024-09-182024-09-180001474098us-gaap:SeriesFPreferredStockMember2024-09-182024-09-180001474098us-gaap:SeriesGPreferredStockMember2024-09-182024-09-180001474098us-gaap:SeriesHPreferredStockMember2024-09-182024-09-18
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
PEBBLEBROOK HOTEL TRUST
(Exact name of registrant as specified in its charter)
| | | | | | | | | | | | | | |
Maryland | | 001-34571 | | 27-1055421 |
(State or other jurisdiction | | (Commission | | (I.R.S. Employer |
of incorporation) | | File Number) | | Identification No.) |
| | | | | | | | | | | |
| | |
4747 Bethesda Avenue, Suite 1100, Bethesda, Maryland | | 20814 |
(Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (240) 507-1300
| | |
Not Applicable |
Former name or former address, if changed since 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:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
| | | | | | | | | | | | | | |
Securities registered pursuant to Section 12(b) of the Act: | | | | |
Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
Common Shares, $0.01 par value per share | | PEB | | New York Stock Exchange |
Series E Cumulative Redeemable Preferred Shares, $0.01 par value | | PEB-PE | | New York Stock Exchange |
Series F Cumulative Redeemable Preferred Shares, $0.01 par value | | PEB-PF | | New York Stock Exchange |
Series G Cumulative Redeemable Preferred Shares, $0.01 par value | | PEB-PG | | New York Stock Exchange |
Series H Cumulative Redeemable Preferred Shares, $0.01 par value | | PEB-PH | | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
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 |
SECOND AMENDMENT TO FIFTH AMENDED AND RESTATED CREDIT AGREEMENT
THIS SECOND AMENDMENT TO FIFTH AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is entered into as of September 18, 2024, among PEBBLEBROOK HOTEL, L.P., a Delaware limited partnership (the “Borrower”), PEBBLEBROOK HOTEL TRUST, a Maryland real estate investment trust (the “Parent REIT”), each Lender (defined below) party hereto, and BANK OF AMERICA, N.A., as Administrative Agent (the “Administrative Agent”) and L/C Issuer (the Administrative Agent, the L/C Issuer, and Lenders are each a “Credit Party” and collectively “Credit Parties”).
R E C I T A L S
A. The Borrower, the Parent REIT, certain guarantors (each a “Guarantor” and collectively “Guarantors;” the Borrower, the Parent REIT and the Guarantors are each a “Loan Party” and collectively the “Loan Parties”), the Administrative Agent, the L/C Issuer, and certain lenders (each, a “Lender” and collectively, “Lenders”) are parties to that certain Fifth Amended and Restated Credit Agreement dated as of October 13, 2022 (as may be modified, amended, renewed, extended, or restated prior to the date hereof, the “Credit Agreement”).
B. The parties hereto desire to amend the Credit Agreement, subject to the terms and conditions set forth herein.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
1. Terms and References. Unless otherwise stated in this Amendment (a) terms defined in the Credit Agreement have the same meanings when used in this Amendment, and (b) references to “Sections” are to the Credit Agreement’s sections.
2. Amendments to the Credit Agreement.
(a) Section 1.01 of the Credit Agreement is hereby amended to delete the definition of “Negative Pledge” in its entirety and replace such definition with the following:
“Negative Pledge” means a provision of any agreement (other than this Agreement or any other Loan Document or any document relating to Specified Debt on terms no more onerous in any material respect than those set forth in this Agreement) that prohibits the creation of any Lien on any assets of a Person; provided, however, that neither (a) an agreement that establishes a maximum ratio of unsecured debt to unencumbered assets, or of secured debt to total assets, or that otherwise conditions a Person’s ability to encumber its assets upon the maintenance of one or more specified ratios that limit such Person’s ability to encumber its assets but that do not generally prohibit the encumbrance of its assets, or the encumbrance of specific assets nor (b) any requirement for the grant in favor of the holders of any Unsecured Indebtedness of an equal and ratable Lien in connection with a pledge of any property or asset to secure the Obligations or any other Indebtedness, shall constitute a “Negative Pledge” for purposes of this Agreement.
(b) Section 7.09 of the Credit Agreement is hereby deleted in its entirety and replaced with the following:
Second Amendment to Fifth Amended and
Restated Credit Agreement
7.09 Burdensome Agreements. Enter into any Contractual Obligation (other than this Agreement or any other Loan Document) that (a)(i) limits the ability of any Subsidiary to make Restricted Payments to the Borrower or any Guarantor or to otherwise transfer property to the Borrower or any Guarantor, (ii) limits the ability of any Subsidiary to Guarantee the Obligations of the Borrower other than (A) any requirement for the grant of a Guarantee in favor of the holders of any Unsecured Indebtedness that is equal and ratable to the Guarantee set forth in Section 11 or (B) in connection with a property-specific financing involving a Non-Guarantor Subsidiary as the borrower or (iii) constitutes a Negative Pledge; provided, however, that clauses (ii) and (iii) shall not prohibit any Negative Pledge incurred or provided in favor of any holder of Indebtedness in respect of (A) capital leases, Synthetic Lease Obligations and purchase money obligations for fixed or capital assets permitted hereunder, or (B) a property-specific financing involving only a Non-Guarantor Subsidiary as the borrower, in each case solely to the extent any such Negative Pledge relates to the property financed by or the subject of such Indebtedness; or (b) requires the grant of a Lien to secure an obligation of such Person if a Lien is granted to secure another obligation of such Person other than any requirement for the grant of a Lien in favor of the holders of any Unsecured Indebtedness of an equal and ratable Lien in connection with a pledge of any property or asset to secure the Obligations or any other Indebtedness.
3. Amendments to other Loan Documents.
(a) All references in the Loan Documents to the Credit Agreement shall henceforth include references to the Credit Agreement, as modified and amended hereby, and as may, from time to time, be further amended, modified, extended, renewed, and/or increased.
(b) Any and all of the terms and provisions of the Loan Documents are hereby amended and modified wherever necessary, even though not specifically addressed herein, so as to conform to the amendments and modifications set forth herein.
4. Conditions Precedent. This Amendment shall not be effective unless and until:
(a)the Administrative Agent receives fully executed counterparts of this Amendment signed by the Borrower, the Parent REIT, the Administrative Agent, and the Required Lenders;
(b)the representations and warranties in the Credit Agreement, as amended by this Amendment, and each other Loan Document are true and correct in all material respects on and as of the date of this Amendment as though made as of the date of this Amendment except to the extent that (i) any of them speak to a different specific date, in which case they shall be true and correct in all material respects on and as of such earlier date; provided, that for purposes of this Amendment, the representations and warranties contained in subsections (a) and (b) of Section 5.05 of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01 of the Credit Agreement, or (ii) the facts on which any of them were based have been changed by transactions contemplated or permitted by the Credit Agreement;
(c)the Administrative Agent receives payment of all reasonable fees and expenses of the Administrative Agent in connection with this Amendment; and
(d)after giving effect to this Amendment, no Default or Event of Default exists.
Second Amendment to Fifth Amended and
Restated Credit Agreement
2
5. Ratifications. Each of the Borrower and the Parent REIT (a) ratifies and confirms all provisions of the Loan Documents as amended by this Amendment, (b) ratifies and confirms that all guaranties, assurances, and liens granted, conveyed, or assigned to or for the benefit of the Credit Parties under the Loan Documents are not released, reduced, or otherwise adversely affected by this Amendment and continue to guarantee, assure, and secure full payment and performance of the present and future obligations of the Borrower under the Credit Agreement and the other Loan Documents, and (c) agrees to perform such acts and duly authorize, execute, acknowledge, deliver, file, and record such additional documents, and certificates as the Administrative Agent may request in order to create, perfect, preserve, and protect those guaranties, assurances, and liens.
6. Representations. Each Loan Party represents and warrants to the Credit Parties that as of the date of this Amendment: (a) this Amendment has been duly authorized, executed, and delivered by the Borrower and the Parent REIT; (b) no action of, or filing with, any governmental authority is required to authorize, or is otherwise required in connection with, the execution, delivery, and performance by the Borrower or the Parent REIT of this Amendment except for those which have been obtained; (c) the Loan Documents, as amended by this Amendment, are valid and binding upon each Loan Party and are enforceable against each Loan Party in accordance with their respective terms, except as limited by Debtor Relief Laws; (d) the execution, delivery, and performance by the Borrower and the Parent REIT of this Amendment does not require the consent of any other Person and do not and will not constitute a violation of any laws, agreements, or understandings to which any Loan Party is a party or by which any Loan Party is bound except for those which have been obtained; (e) all representations and warranties in the Loan Documents are true and correct in all material respects except to the extent that (i) any of them speak to a different specific date, in which case they shall be true and correct in all material respects on and as of such earlier date; provided, that for purposes of this Amendment, the representations and warranties contained in subsections (a) and (b) of Section 5.05 of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01 of the Credit Agreement, or (ii) the facts on which any of them were based have been changed by transactions contemplated or permitted by the Credit Agreement; (f) the information included in the Beneficial Ownership Certification, if applicable, is true and correct in all respects; and (g) no Default or Event of Default exists.
7. Continued Effect. Except to the extent amended hereby, all terms, provisions and conditions of the Credit Agreement and the other Loan Documents, and all documents executed in connection therewith, shall continue in full force and effect and shall remain enforceable and binding in accordance with their respective terms.
Second Amendment to Fifth Amended and
Restated Credit Agreement
3
8. Electronic Signatures. This Amendment and any document, amendment, approval, consent, information, notice, certificate, request, statement, disclosure or authorization related to this Amendment (each a “Communication”), including Communications required to be in writing, may be in the form of an Electronic Record and may be executed using Electronic Signatures. Each of the Borrower and the Parent REIT agrees that any Electronic Signature on or associated with any Communication shall be valid and binding on the Borrower and the Parent REIT to the same extent as a manual signature, and that any Communication entered into by Electronic Signature, will constitute the legal, valid and binding obligation of the Borrower and the Parent REIT enforceable against such in accordance with the terms thereof to the same extent as if manually executed. Any Communication may be executed in as many counterparts as necessary or convenient, including both paper and electronic counterparts, but all such counterparts are one and the same Communication. For the avoidance of doubt, the authorization under this paragraph may include use or acceptance by the Administrative Agent and each of the Lenders of a manually signed paper Communication which has been converted into electronic form (such as scanned into PDF format), or an electronically signed Communication converted into another format, for transmission, delivery and/or retention. The Administrative Agent and each of the Lenders may, at its option, create one or more copies of any Communication in the form of an imaged Electronic Record (“Electronic Copy”), which shall be deemed created in the ordinary course of such Person’s business, and destroy the original paper document. All Communications in the form of an Electronic Record, including an Electronic Copy, shall be considered an original for all purposes, and shall have the same legal effect, validity and enforceability as a paper record. Notwithstanding anything contained herein to the contrary, the Administrative Agent is under no obligation to accept an Electronic Signature in any form or in any format unless expressly agreed to by the Administrative Agent pursuant to procedures approved by it; provided, further, without limiting the foregoing, (a) to the extent the Administrative Agent has agreed to accept such Electronic Signature, the Administrative Agent and each of the Lenders shall be entitled to rely on any such Electronic Signature purportedly given by or on behalf of the Borrower or the Parent REIT without further verification and (b) upon the request of the Administrative Agent or any Lender, any Electronic Signature shall be promptly followed by such manually executed counterpart. For purposes hereof, “Electronic Record” and “Electronic Signature” shall have the meanings assigned to them, respectively, by 15 USC §7006, as it may be amended from time to time.
9. Miscellaneous. Unless stated otherwise (a) the singular number includes the plural and vice versa and words of any gender include each other gender, in each case, as appropriate, (b) headings and captions may not be construed in interpreting provisions, (c) this Amendment must be construed -- and its performance enforced -- under New York law, (d) if any part of this Amendment is for any reason found to be unenforceable, all other portions of it nevertheless remain enforceable, and (e) this Amendment may be executed in any number of counterparts (originals or facsimile copies followed by originals) with the same effect as if all signatories had signed the same document, and all of those counterparts must be construed together to constitute the same document.
10. Entireties. The Credit Agreement as amended by this Amendment represents the final agreement between the parties about the subject matter of the Credit Agreement as amended by this Amendment and may not be contradicted by evidence of prior, contemporaneous, or subsequent oral agreements of the parties. There are no unwritten oral agreements between the parties.
11. Parties. This Amendment binds and inures to the Borrower, the Parent REIT and each Credit Party, and their respective successors and permitted assigns.
[Remainder of Page Intentionally Left Blank; Signature Pages Follow]
Second Amendment to Fifth Amended and
Restated Credit Agreement
4
| | | | | | | | | | | | | | | | | |
EXECUTED as of the date first stated above. |
| | | | | |
BORROWER: | | PEBBLEBROOK HOTEL, L.P., a Delaware |
| | limited partnership |
| | | | | |
| | By: | PEBBLEBROOK HOTEL TRUST, a |
| | | Maryland Real Estate Investment Trust, |
| | | its general partner |
| | | | | |
| | | | | |
| | | | | |
| | | By: | /s/ Raymond D. Martz |
| | | | Name: | Raymond D. Martz |
| | | | Title: | Co-President, |
| | | | | Chief Financial Officer, |
| | | | | Treasurer and Secretary |
| | | | | |
| | | | | |
PARENT REIT: | | PEBBLEBROOK HOTEL TRUST, a |
| | Maryland Real Estate Investment Trust |
| | | | | |
| | | | | |
| | | | | |
| | By: | /s/ Raymond D. Martz |
| | | Name: | Raymond D. Martz |
| | | Title: | Co-President, |
| | | | Chief Financial Officer, |
| | | | Treasurer and Secretary |
| | | | | |
| | | | | |
| | |
| | |
| | |
| | |
| | | | | |
| | | | | |
| | | | | |
| | | |
| | | | |
| | | | |
| | | | | |
Signature Page to Second Amendment to Fifth Amended and Restated Credit Agreement
Pebblebrook Hotel, L.P./Pebblebrook Hotel Trust
| | | | | | | | | | | | | | |
ADMINISTRATIVE AGENT: | BANK OF AMERICA, N.A., as the |
| | Administrative Agent, the L/C Issuer, and a Lender |
| | | | |
| | | | |
| | By: | /s/ Roger C. Davis |
| | | Name: | Roger C. Davis |
| | | Title: | Senior Vice President |
Signature Page to Second Amendment to Fifth Amended and Restated Credit Agreement
Pebblebrook Hotel, L.P./Pebblebrook Hotel Trust
| | | | | | | | | | | | | | |
LENDERS: | WELLS FARGO BANK, N.A., as a Lender |
| | | | |
| | | | |
| | By: | /s/ Austin Swaim |
| | | Name: | Austin Swaim |
| | | Title: | Vice President |
| | | | |
| | | | |
| | | | |
| | | | |
| | | | |
| | | | |
| | | | |
| | | | |
| | | | |
Signature Page to Second Amendment to Fifth Amended and Restated Credit Agreement
Pebblebrook Hotel, L.P./Pebblebrook Hotel Trust
| | | | | | | | | | | | | | |
| | U.S. BANK NATIONAL ASSOCIATION, as |
| | a Lender |
| | | | |
| | | | |
| | By: | /s/ Germaine Korhone |
| | | Name: | Germaine Korhone |
| | | Title: | Senior Vice President |
| | | | |
| | | | |
| | | | |
| | | | |
| | | | |
| | | | |
| |
| | | | |
| | | | |
| | | |
| | | | |
| | | | |
Signature Page to Second Amendment to Fifth Amended and Restated Credit Agreement
Pebblebrook Hotel, L.P./Pebblebrook Hotel Trust
| | | | | | | | | | | | | | |
| RAYMOND JAMES BANK, as a Lender |
| | | | |
| | | | |
| | By: | /s/Alexander Sierra |
| | | Name: | Alexander Sierra |
| | | Title: | Senior Vice President |
Signature Page to Second Amendment to Fifth Amended and Restated Credit Agreement
Pebblebrook Hotel, L.P./Pebblebrook Hotel Trust
| | | | | | | | | | | | | | |
| | CAPITAL ONE, N.A., as a Lender |
| | | | |
| | | | |
| | By: | /s/ Jessica W. Phillips |
| | | Name: | Jessica W. Phillips |
| | | Title: | Authorized Signatory |
| | | | |
| | | | |
| | | | |
| | | | |
| | | | |
| | | | |
| | | |
| | | | |
| | | | |
| | | | |
| | | | |
| | | | |
Signature Page to Second Amendment to Fifth Amended and Restated Credit Agreement
Pebblebrook Hotel, L.P./Pebblebrook Hotel Trust
| | | | | | | | | | | | | | |
| | PNC BANK NATIONAL ASSOCIATION, as |
| | a Lender |
| | | | |
| | | | |
| | By: | /s/ Shari L. Reams-Henofer |
| | | Name: | Shari L. Reams-Henofer |
| | | Title: | Senior Vice President |
| | | | |
| | | | |
| | | | |
| | | | |
| | | | |
| | | | |
| | | |
| | | | |
| | | | |
| | | | |
| | | | |
| | | | |
Signature Page to Second Amendment to Fifth Amended and Restated Credit Agreement
Pebblebrook Hotel, L.P./Pebblebrook Hotel Trust
| | | | | | | | | | | | | | |
| REGIONS BANK, as a Lender |
| | | | |
| | | | |
| | By: | /s/ Ghi S. Gavin |
| | | Name: | Ghi S. Gavin |
| | | Title: | Senior Vice President |
Signature Page to Second Amendment to Fifth Amended and Restated Credit Agreement
Pebblebrook Hotel, L.P./Pebblebrook Hotel Trust
| | | | | | | | | | | | | | |
| TD BANK, N.A., as a Lender |
| | | | |
| | | | |
| | By: | /s/ Michael Duganich |
| | | Name: | Michael Duganich |
| | | Title: | Vice President |
Signature Page to Second Amendment to Fifth Amended and Restated Credit Agreement
Pebblebrook Hotel, L.P./Pebblebrook Hotel Trust
| | | | | | | | | | | | | | |
| TRUIST BANK, as a Lender |
| | | | |
| | | | |
| | By: | /s/ C. Vincent Hughes, Jr. |
| | | Name: | C. Vincent Hughes, Jr. |
| | | Title: | Director |
Signature Page to Second Amendment to Fifth Amended and Restated Credit Agreement
Pebblebrook Hotel, L.P./Pebblebrook Hotel Trust
| | | | | | | | | | | | | | |
| SUMITOMO MITSUI BANKING |
| | CORPORATION, as a Lender |
| | | | |
| | | | |
| | By: | /s/ Khrystyna Manko |
| | | Name: | Khrystyna Manko |
| | | Title: | Director |
Signature Page to Second Amendment to Fifth Amended and Restated Credit Agreement
Pebblebrook Hotel, L.P./Pebblebrook Hotel Trust
4747 Bethesda Avenue, Suite 1100, Bethesda, MD 20814
T: (240) 507-1300, F: (240) 396-5626
www.pebblebrookhotels.com
News Release
Pebblebrook Hotel Trust Announces Proposed Offering of Senior Notes
Bethesda, MD, September 23, 2024 – Pebblebrook Hotel Trust (NYSE: PEB) (the “Company”) today announced that its operating partnership, Pebblebrook Hotel, L.P. (the “Operating Partnership”), and a wholly owned subsidiary of the Operating Partnership, PEB Finance Corp. (together with the Operating Partnership, the “Issuers”), intend to offer, in a private placement, subject to market conditions and other factors, $350 million aggregate principal amount of senior notes due 2029 (the “Notes”). The Notes will be senior unsecured obligations of the Issuers and will initially be fully and unconditionally guaranteed by the Company and the Operating Partnership’s subsidiaries that guarantee the existing credit facilities of the Operating Partnership. The Operating Partnership intends to use the net proceeds from the offering as follows: (i) with at least $253.0 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.
The Notes and the related guarantees have not been and will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), any state securities laws or the securities laws of any other jurisdiction. The Notes may not be offered or sold in the United States or to U.S. persons absent registration or pursuant to an exemption from, or in a transaction not subject to, registration. The Notes will be offered and sold only to persons reasonably believed to be “qualified institutional buyers” pursuant to Rule 144A under the Securities Act and to certain non-U.S. persons in offshore transactions outside the United States pursuant to Regulation S under the Securities Act. This press release is neither an offer to sell nor a solicitation of an offer to buy the Notes or any other securities and shall not constitute an offer to sell or a solicitation of an offer to buy, or a sale of, the Notes or any other securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
This press release contains certain “forward-looking” statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other federal securities laws, including those related to the offering of Notes, the use of proceeds therefrom and whether or not the Issuers will consummate the offering. Forward-looking statements are generally identifiable by use of forward-looking terminology such as “may,” “will,” “should,” “potential,” “intend,” “expect,” “seek,” “anticipate,” “estimate,” “approximately,” “believe,” “could,” “project,” “predict,” “forecast,” “continue,” “assume,” “plan,” references to “outlook” or other similar words or expressions. These forward-looking statements are subject to various risks and uncertainties, many of which are beyond the Company’s control, which could cause actual results to differ materially from such statements.
###
Contact:
Raymond D. Martz, Co-President and Chief Financial Officer, Pebblebrook Hotel Trust - (240) 507-1330
v3.24.3
Document and Entity Information Document
|
Sep. 18, 2024 |
Entity Information [Line Items] |
|
Document Type |
8-K
|
Amendment Flag |
false
|
Document Period End Date |
Sep. 18, 2024
|
Entity Registrant Name |
PEBBLEBROOK HOTEL TRUST
|
Entity Central Index Key |
0001474098
|
Entity Incorporation, State or Country Code |
MD
|
Entity File Number |
001-34571
|
Entity Tax Identification Number |
27-1055421
|
Entity Address, Address Line One |
4747 Bethesda Avenue
|
Entity Address, Address Line Two |
Suite 1100
|
Entity Address, City or Town |
Bethesda
|
Entity Address, State or Province |
MD
|
Entity Address, Postal Zip Code |
20814
|
City Area Code |
240
|
Local Phone Number |
507-1300
|
Written Communications |
false
|
Soliciting Material |
false
|
Pre-commencement Tender Offer |
false
|
Pre-commencement Issuer Tender Offer |
false
|
Entity Emerging Growth Company |
false
|
Common Shares, $0.01 par value per share |
|
Entity Information [Line Items] |
|
Title of 12(b) Security |
Common Shares, $0.01 par value per share
|
Trading Symbol |
PEB
|
Security Exchange Name |
NYSE
|
Series E Cumulative Redeemable Preferred Shares, $0.01 par value |
|
Entity Information [Line Items] |
|
Title of 12(b) Security |
Series E Cumulative Redeemable Preferred Shares, $0.01 par value
|
Trading Symbol |
PEB-PE
|
Security Exchange Name |
NYSE
|
Series F Cumulative Redeemable Preferred Shares, $0.01 par value |
|
Entity Information [Line Items] |
|
Title of 12(b) Security |
Series F Cumulative Redeemable Preferred Shares, $0.01 par value
|
Trading Symbol |
PEB-PF
|
Security Exchange Name |
NYSE
|
Series G Cumulative Redeemable Preferred Shares, $0.01 par value |
|
Entity Information [Line Items] |
|
Title of 12(b) Security |
Series G Cumulative Redeemable Preferred Shares, $0.01 par value
|
Trading Symbol |
PEB-PG
|
Security Exchange Name |
NYSE
|
Series H Cumulative Redeemable Preferred Shares, $0.01 par value |
|
Entity Information [Line Items] |
|
Title of 12(b) Security |
Series H Cumulative Redeemable Preferred Shares, $0.01 par value
|
Trading Symbol |
PEB-PH
|
Security Exchange Name |
NYSE
|
X |
- DefinitionBoolean flag that is true when the XBRL content amends previously-filed or accepted submission.
+ References
+ Details
Name: |
dei_AmendmentFlag |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionFor the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.
+ References
+ Details
Name: |
dei_DocumentPeriodEndDate |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:dateItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.
+ References
+ Details
Name: |
dei_DocumentType |
Namespace Prefix: |
dei_ |
Data Type: |
dei:submissionTypeItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAddress Line 1 such as Attn, Building Name, Street Name
+ References
+ Details
Name: |
dei_EntityAddressAddressLine1 |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAddress Line 2 such as Street or Suite number
+ References
+ Details
Name: |
dei_EntityAddressAddressLine2 |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- Definition
+ References
+ Details
Name: |
dei_EntityAddressCityOrTown |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionCode for the postal or zip code
+ References
+ Details
Name: |
dei_EntityAddressPostalZipCode |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionName of the state or province.
+ References
+ Details
Name: |
dei_EntityAddressStateOrProvince |
Namespace Prefix: |
dei_ |
Data Type: |
dei:stateOrProvinceItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionA unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityCentralIndexKey |
Namespace Prefix: |
dei_ |
Data Type: |
dei:centralIndexKeyItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionIndicate if registrant meets the emerging growth company criteria.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityEmergingGrowthCompany |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionCommission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.
+ References
+ Details
Name: |
dei_EntityFileNumber |
Namespace Prefix: |
dei_ |
Data Type: |
dei:fileNumberItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTwo-character EDGAR code representing the state or country of incorporation.
+ References
+ Details
Name: |
dei_EntityIncorporationStateCountryCode |
Namespace Prefix: |
dei_ |
Data Type: |
dei:edgarStateCountryItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityRegistrantName |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityTaxIdentificationNumber |
Namespace Prefix: |
dei_ |
Data Type: |
dei:employerIdItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionLocal phone number for entity.
+ References
+ Details
Name: |
dei_LocalPhoneNumber |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 13e -Subsection 4c
+ Details
Name: |
dei_PreCommencementIssuerTenderOffer |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 14d -Subsection 2b
+ Details
Name: |
dei_PreCommencementTenderOffer |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTitle of a 12(b) registered security.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b
+ Details
Name: |
dei_Security12bTitle |
Namespace Prefix: |
dei_ |
Data Type: |
dei:securityTitleItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionName of the Exchange on which a security is registered.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection d1-1
+ Details
Name: |
dei_SecurityExchangeName |
Namespace Prefix: |
dei_ |
Data Type: |
dei:edgarExchangeCodeItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Section 14a -Number 240 -Subsection 12
+ Details
Name: |
dei_SolicitingMaterial |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTrading symbol of an instrument as listed on an exchange.
+ References
+ Details
Name: |
dei_TradingSymbol |
Namespace Prefix: |
dei_ |
Data Type: |
dei:tradingSymbolItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Securities Act -Number 230 -Section 425
+ Details
Name: |
dei_WrittenCommunications |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- Details
Name: |
us-gaap_StatementClassOfStockAxis=us-gaap_CommonStockMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_StatementClassOfStockAxis=us-gaap_SeriesEPreferredStockMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_StatementClassOfStockAxis=us-gaap_SeriesFPreferredStockMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_StatementClassOfStockAxis=us-gaap_SeriesGPreferredStockMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_StatementClassOfStockAxis=us-gaap_SeriesHPreferredStockMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
Pebblebrook Hotel (NYSE:PEB-H)
Historical Stock Chart
From Oct 2024 to Nov 2024
Pebblebrook Hotel (NYSE:PEB-H)
Historical Stock Chart
From Nov 2023 to Nov 2024