HERSHA HOSPITALITY TRUST (NYSE:HT) Files An 8-K Entry into a Material Definitive Agreement

HERSHA HOSPITALITY TRUST (NYSE:HT) Files An 8-K Entry into a Material Definitive Agreement

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Item 1.01.

Entry into a Material Definitive Agreement.

On April 26, 2017, Hersha Hospitality Trust, a Maryland real
estate investment trust (the Company), entered into Equity
Distribution Agreements (the Agreements)with each of Citigroup
Global Markets Inc., Robert W. Baird Co. Incorporated, Jones
Trading Institutional Services LLC and Raymond James Associates,
Inc., as managers (the Managers). to the terms of the Agreements,
the Company agreed to sell through the Managers, subject to the
terms and conditions set forth in the Agreements, up to 8,000,000
of the Companys Class A common shares of beneficial interest, par
value $0.01 per share (the common shares), up to 1,000,000 of the
Companys 6.50% Series D Cumulative Redeemable Preferred Shares,
par value $0.01 per share (the Series D Preferred Shares), and up
to 1,000,000 of the Companys 6.50% Series E Cumulative Redeemable
Preferred Shares, par value $0.01 per share (the Series E
Preferred Shares and together with the common shares and the
Series D Preferred Shares, the Shares). Sales of Shares to the
Agreements, if any, may be made in privately negotiated
transactions and/or sales deemed to be an at the market offering
as defined in Rule 415 of Securities Act of 1933, as amended,
including, without limitation, sales made directly on the New
York Stock Exchange or sales made to or through a market maker
other than on an exchange. The Agreements contain customary
representations, warranties and agreements of the Company,
conditions to closing, indemnification rights and obligations of
the parties and termination provisions.

The preceding description of the Agreements is qualified in its
entirety by reference to the text of the Agreements, copies of
which are attached hereto as Exhibit 1.1, Exhibit 1.2, Exhibit
1.3 and Exhibit 1.4 to this Current Report on Form 8-K and are
incorporated herein by reference.

Item 3.03 Material Modification of the Rights of Security
Holders.

The disclosure set forth under Item 5.03 below is herein
incorporated by reference.

Item 5.03Amendments to Articles of Incorporation or Bylaws;
Change in Fiscal Year

In connection with the offering described in Item 1.01 above, on
April 26, 2017, the Company filed articles of amendment with the
Maryland State Department of Assessments and Taxation (the SDAT)
in order to amend its Amended and Restated Declaration of Trust
(the Declaration of Trust) to increase the aggregate number of
common shares the Company is authorized to issue from 91,000,000
shares, of which 90,000,000 shares were classified as Class A
common shares, $0.01 par value per share, and 1,000,000 were
classified as Class B common shares, $0.01 par value per share,
to 105,000,000 shares, of which 104,000,000 shares are classified
as Class A common shares, $0.01 par value per share, and
1,000,000 are classified as Class B common shares, $0.01 par
value per share.Under the Declaration of Trust, the Board of
Trustees of the Company is authorized to amend the Declaration of
Trust, without shareholder approval, to increase or decrease the
aggregate number of shares of beneficial interest the Company is
authorized to issue.

Also on April 26, 2017, the Company, as the general partner of
the Operating Partnership, amended (the LPA Amendment) the
agreement of limited partnership of the Operating Partnership
(the Partnership Agreement) to provide for the issuance of up to
1,000,000 6.50% Series D Preferred Partnership Units (liquidation
preference $25.00 per unit) (the Series D Preferred Units) and up
to 1,000,000 6.50% Series E Preferred Partnership Units
(liquidation preference $25.00 per unit) (the Series E Preferred
Units).The Company expects to contribute the net proceeds from
the sale of the Series D Preferred Shares and Series E Preferred
Shares sold to the Agreements to the Operating Partnership, if
any, in exchange for the same number of Series D Preferred Units
or Series E Preferred Units, respectively.The Series D Preferred
Units and Series E Preferred Units have economic terms that
mirror the terms of the Series D Preferred Shares and Series E
Preferred Shares, respectively. The issuance of the Series D
Preferred Units and Series E Preferred Units will be exempt from
registration to Section 4(a)(2) of the Securities Act of 1933.

In addition, the Company caused Articles Supplementary, which
classify 1,000,000 of the Companys authorized preferred shares as
Series D Preferred Shares and 1,000,000 of the Companys
authorized preferred shares as Series E Preferred Shares, to be
filed with the SDAT on April 26, 2017.

The preceding descriptions of the LPA Amendment, articles of
amendment and Articles Supplementary are qualified in their
entirety by the text of the LPA Amendment, articles of amendment
and Articles Supplementary which are filed as Exhibits 10.1, 3.1
and 3.2, respectively, and are incorporated herein by reference.

Item 9.01.

Financial Statements and Exhibits.

(d)Exhibits

Exhibit No.

Description

1.1

Equity Distribution Agreement, dated April 26, 2017, by
and among Hersha Hospitality Trust, Hersha Hospitality
Limited Partnership and Citigroup Global Markets Inc.

1.2

Equity Distribution Agreement, dated April 26, 2017, by
and among Hersha Hospitality Trust, Hersha Hospitality
Limited Partnership Robert W. Baird Co. Incorporated.

1.3

Equity Distribution Agreement, dated April 26, 2017, by
and among Hersha Hospitality Trust, Hersha Hospitality
Limited Partnership and JonesTrading Institutional
Services LLC.

1.4

Equity Distribution Agreement, dated April 26, 2017, by
and among Hersha Hospitality Trust, Hersha Hospitality
Limited Partnership and Raymond James Associates, Inc.

3.1

Articles of Amendment to the Amended and Restated
Declaration of Trust, dated April 26, 2017 (incorporated
by reference to Exhibit 3.2 to the Companys Quarterly
Report on Form 10-Q for the quarter ended March 31,
2017).

3.2

Articles Supplementary dated April 26, 2017 (incorporated
by reference to Exhibit 3.3 to the Companys Quarterly
Report on Form 10-Q for the quarter ended March 31,
2017).

5.1

Opinion of Venable LLP as to the validity of the Shares.

10.1

Tenth Amendment to the Agreement of Limited Partnership
of Hersha Hospitality Limited Partnership.

23.1

Consent of Venable LLP (included in Exhibit 5.1).


About HERSHA HOSPITALITY TRUST (NYSE:HT)

Hersha Hospitality Trust is a real estate investment trust. The Company operates through investment in hotel properties segment. It invests in institutional grade hotels in urban gateway markets, including New York, Washington District of Columbia (DC), Boston, Philadelphia, South Florida and select markets on the West Coast. The Company owns its hotels and its investments in joint ventures through its operating partnership, Hersha Hospitality Limited Partnership, for which it serves as a general partner. Its portfolio consists of over 50 limited and full service properties with a total of over 7,220 rooms and interests in approximately five limited and full service properties owned through joint venture investments with a total of approximately 1,370 rooms. It leases its hotels to 44 New England Management Company (44 New England), its taxable REIT subsidiary (TRS). Its properties include Courtyard, The Boxer, Hawthorn Suites by Wyndham, Hyatt House, Hotel Milo and TownePlace Suites.

HERSHA HOSPITALITY TRUST (NYSE:HT) Recent Trading Information

HERSHA HOSPITALITY TRUST (NYSE:HT) closed its last trading session up +0.17 at 18.88 with 558,840 shares trading hands.

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