LASALLE HOTEL PROPERTIES (NYSE:LHO) Files An 8-K Entry into a Material Definitive AgreementItem 7.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
Agreement and Plan of Merger
On May20, 2018, LaSalle Hotel Properties (the “Company”), LaSalle Hotel Operating Partnership, L.P. (the “Operating Partnership”), BRE Landmark Parent L.P. (“Parent”), BRE Landmark L.P. (“Merger Sub”) and BRE Landmark Acquisition L.P. (“Merger OP”), entered into an Agreement and Plan of Merger (the “Merger Agreement”). The Merger Agreement provides that, upon the terms and subject to the conditions set forth therein, Merger OP will merge with and into the Operating Partnership (the “Partnership Merger”), and, immediately following the Partnership Merger, the Company will merge with and into Merger Sub (the “Company Merger” and, together with the Partnership Merger, the “Mergers”). Upon completion of the Partnership Merger, the Operating Partnership will survive and the separate existence of Merger OP will cease. Upon completion of the Company Merger, Merger Sub will survive and the separate existence of the Company will cease. The Mergers and the other transactions contemplated by the Merger Agreement were unanimously approved by the Company’s Board of Trustees (the “Company Board”). Parent, Merger Sub and Merger OP are affiliates of Blackstone Real Estate Partners VIII L.P., an affiliate of The Blackstone Group L.P.
to the terms and conditions in the Merger Agreement, at the effective time of the Company Merger (the “Company Merger Effective Time”), each common share of beneficial interest, par value $0.01 per share, of the Company (each, a “Company Common Share”), other than shares held by the Company in the Company’s treasury or owned by Parent, Merger Sub, Merger OP or any of their respective subsidiaries and any outstanding restricted Company Common Shares, that is issued and outstanding immediately prior to the Company Merger Effective Time will be automatically cancelled and converted into the right to receive an amount in cash equal to $33.50 (the “Merger Consideration”), without interest.
At Parent’s request, the Company will deliver notices of redemption to the holders of the Company’s 6.375% SeriesI Cumulative Redeemable Preferred Shares of Beneficial Interest, par value $0.01 per share (the “SeriesI Preferred Shares”) and the holders of the Company’s 6.3% SeriesJ Cumulative Redeemable Preferred Shares of Beneficial Interest, par value $0.01 per share (the “SeriesJ Preferred Shares” and, together with the SeriesI Preferred Shares, the “Company Preferred Shares”) in accordance with the Articles Supplementary related to such Company Preferred Shares. The redemption notice will state that each Company Preferred Share held by such holder immediately prior to the Company Merger Effective Time will be redeemed in the Company Merger through the payment of an amount, without interest, equal to $25.00 plus accrued and unpaid dividends.
to the terms and conditions in the Merger Agreement, at the effective time of the Partnership Merger (the “Partnership Merger Effective Time”), each common unit of the Operating Partnership (a “Partnership Common Unit”), other than Partnership Common Units held by the Company, that is issued and outstanding immediately prior to the Partnership Merger Effective Time will be converted into, and will be cancelled in exchange for, the right to receive an amount in cash equal to the Merger Consideration, without interest.
to the terms and conditions in the Merger Agreement, each award of restricted Company Common Shares that is outstanding immediately prior to the Company Merger Effective Time will become fully vested and will be cancelled in exchange for a cash payment in an amount equal to (i)the number of Company Common Shares subject to the restricted share award immediately prior to the Company Merger Effective Time multiplied by (ii)the Merger Consideration, less any applicable withholding taxes. Each award of performance shares with respect to Company Common Shares (each, a “Performance Award”) that is outstanding immediately prior to the Company Merger Effective Time will automatically become earned and vested with respect to 150% of the target number of Company Common Shares subject to such Performance Award and thereafter will be cancelled in exchange for a cash payment in an amount equal to (i)the number of so-determined earned performance shares subject to such Performance Award immediately prior to the Company Merger Effective Time multiplied by (ii)the Merger Consideration, less any applicable withholding taxes. Each award of deferred Company Common Shares (each, a “Deferred Share Award”) that is outstanding immediately prior to the Company Merger Effective Time will be cancelled in exchange for a cash payment in an amount equal to (i)the number of deferred shares subject to such Deferred Share Award, including any shares attributable to dividend equivalent rights accrued with respect thereto, without interest, multiplied by (ii)the Merger Consideration.