CHATHAM LODGING TRUST (NYSE:CLDT) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement.

On December 28, 2017, in connection with the commencement of an at the market offering program through which Chatham Lodging Trust (the “Company”) may sell up to $100,000,000 of its common shares of beneficial interest, par value $0.01 per share (the “Common Shares”), from time to time, the Company and Chatham Lodging, L.P. (the “Operating Partnership”) entered into Sales Agreements (the “Sales Agreements”) with each of Cantor Fitzgerald & Co., Barclays Capital Inc., BTIG, LLC, Citigroup Global Markets Inc., Robert W. Baird & Co. Incorporated, Stifel, Nicolaus & Company, Incorporated and Wells Fargo Securities, LLC (each an “Agent” and collectively the “Agents”).

In accordance with the terms of the Sales Agreements, the Company may offer to sell Common Shares having a maximum aggregate offering price of up to $100,000,000 from time to time through the Agents, acting as the Company’s sales agents. Sales of Common Shares, if any, will be made by means of ordinary brokers’ transaction on the New York Stock Exchange, in negotiated transactions or in transactions that are deemed to be an "at the market offering" as defined in Rule 415(a)(4) under the Securities Act of 1933, as amended, or the Securities Act, including sales made to or through a market maker other than on an exchange, at prices related to the prevailing market prices or at negotiated prices subject to certain minimum prices, and/or any other method permitted by law, including in privately negotiated transactions. The Agents are entitled to compensation of up to 2.0% of the gross sales price per share for any Common Shares sold by them. Subject to the terms and conditions of the Sales Agreements, the Agents will use their commercially reasonable efforts to sell on the Company’s behalf any Common Shares to be offered by the Company under the Sales Agreements. The offering of Common Shares to the Sales Agreements will terminate upon the earlier of (a)the sale of all the Common Shares subject to the Sales Agreements, and (b)the termination of the Sales Agreements by the Agents or the Company.

The Company and the Operating Partnership made certain customary representations, warranties and covenants concerning the Company, the Operating Partnership and the Common Shares in the Sales Agreements and also agreed to indemnify the Agents against certain liabilities, including liabilities under the Securities Act.

The Common Shares sold under the Sales Agreement will be offered and sold to the Company’s shelf registration statement on Form S-3 (Registration No.333- 215418) filed with the Securities and Exchange Commission (the “SEC”) on January4, 2017, which became immediately effective upon filing, a base prospectus dated January4, 2017 and a prospectus supplement filed with the SEC on December28, 2017. This Current Report on Form 8-K does not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of Common Shares in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state. The foregoing description of the material terms of the Sales Agreements and the transactions contemplated thereby does not purport to be complete and is qualified in its entirety by reference to the full text of the Sales Agreements by and among the Company, the Operating Partnership and the Agents, copies of which are filed as Exhibits 1.1, 1.2, 1.3, 1.4, 1.5, 1.6 and 1.7 to this report and incorporated herein by reference.

An opinion of Venable LLP with respect to the validity of common shares that may be offered and sold to this prospectus supplement and the accompanying prospectus is filed herewith as Exhibit 5.1.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits. The following exhibits are being filed herewith:

Chatham Lodging Trust Exhibit
EX-1.1 2 ex11salesagreementcantor.htm EXHIBIT 1.1 Exhibit     Exhibit 1.1CHATHAM LODGING TRUSTUP TO $100,…
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About CHATHAM LODGING TRUST (NYSE:CLDT)

Chatham Lodging Trust is a real estate investment trust (REIT) organized to invest primarily in premium-branded upscale extended-stay and select-service hotels. The Company’s assets are held by, and all of its operations are conducted through Chatham Lodging, L.P (Operating Partnership). The Operating Partnership and its subsidiaries lease the Company’s hotels. It owns approximately 40 hotels with over 5,680 (unaudited) rooms. Its hotels include upscale extended-stay hotels that operate under the Residence Inn by Marriott brand (over 10 hotels) and Homewood Suites by Hilton brand (approximately nine hotels), as well as premium-branded select-service hotels that operate under the Courtyard by Marriott brand (over four hotels), the Hampton Inn or Hampton Inn and Suites by Hilton brand (over three hotels), the SpringHill Suites by Marriott brand (approximately two hotels), the Hilton Garden Inn by Hilton brand (over two hotels) and the Hyatt Place brand (approximately two hotels).