LASALLE HOTEL PROPERTIES (NYSE:LHO) Files An 8-K Submission of Matters to a Vote of Security Holders

LASALLE HOTEL PROPERTIES (NYSE:LHO) Files An 8-K Submission of Matters to a Vote of Security Holders
Item 9.01. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

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On November 27, 2018, LaSalle Hotel Properties (the“Company”) held a special meeting of shareholders (the “Special Meeting”) to consider certain proposals related to the Agreement and Plan of Merger, dated as of September 6, 2018, as amended on September 18, 2018 (the “Merger Agreement”), by and among Pebblebrook Hotel Trust, Pebblebrook Hotel, L.P., Ping Merger Sub, LLC, Ping Merger OP, LP, the Company and LaSalle Hotel Operating Partnership, L.P.

As of the close of business on October 23, 2018, the record date for the Special Meeting, there were 110,397,737 common shares of beneficial interest, par value $0.01 per share, of the Company (the “Common Shares”) outstanding, each of which was entitled to one vote on each proposal presented at the Special Meeting. At the Special Meeting, a total of 96,161,865 Common Shares, representing approximately 87.1% of the outstanding shares entitled to vote, were present in person or by proxy, constituting a quorum to conduct business.

At the Special Meeting, the following proposals were submitted to a vote of the holders of the Common Shares, each of which is described in detail in the definitive joint proxy statement/prospectus filed with the Securities and Exchange Commission (the “SEC”) on October 29, 2018. The results of the voting were as follows:

Proposal 1: The Merger Proposal

At the Special Meeting, the Company’s shareholders voted upon and approved a proposal (the “Merger Proposal”)for the Company to merge with and into Ping Merger Sub, LLC (the “Company Merger”) and the other transactions contemplated by the Merger Agreement. The votes on this proposal were as follows:

Votes For

Votes Against

Abstentions

95,347,312

33,270

781,283

Proposal 2: Advisory (Non-Binding) Proposal on Specified Compensation

At the Special Meeting, the Company’s shareholders voted upon a non-binding, advisory proposal on the compensation that may be paid or become payable to the Company’s named executive officers that is based on or otherwise relates to the Company Merger. The votes on this proposal were as follows:

Votes For

Votes Against

Abstentions

32,266,835

62,913,917

981,100

Proposal 3: Adjournment Proposal

Because there were sufficient votes at the Special Meeting to approve the Merger Proposal, this third proposal to approve any adjournment of the Special Meeting for the purpose of soliciting additional proxies was not submitted to the Company’s shareholders for approval at the Special Meeting.

Consummation of the Company Merger and the other transactions contemplated by the Merger Agreement are subject to the satisfaction of certain customary closing conditions, all as set forth in the Merger Agreement and discussed in detail in the definitive joint proxy statement/prospectus filed with the SEC on October 29, 2018. Subject to the satisfaction or waiver of such conditions, the Company Merger is expected to be completed on or about November 30, 2018.

Item 9.01.OTHER EVENTS.

On November 27, 2018, the Company issued a press release regarding shareholder approval of the Company Merger, the final merger consideration election and allocation results and certain related matters. A copy of such press release is filed as Exhibit 99.1 to this report and is incorporated herein by reference.

Item 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits.

Exhibit

Number

Description

Press release, dated November 27, 2018

Cautionary Statement Regarding Forward-Looking Statements

This report, together with other statements and information publicly disseminated by the Company, contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The Company intends such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 and includes this statement for purposes of complying with these safe harbor provisions. The forward-looking statements contained in this report, including statements regarding the proposed merger transaction and the timing of such transaction, are subject to various risks and uncertainties. Although the Company believes the expectations reflected in any forward-looking statements contained herein are based on reasonable assumptions, there can be no assurance that our expectations will be achieved. Forward-looking statements, which are based on certain assumptions and describe future plans, strategies and expectations of the Company, are generally identifiable by use of the words “believe,” “expect,” “intend,” “anticipate,” “estimate,” “project,” or other similar expressions. Such statements involve known and unknown risks, uncertainties, and other factors that may cause the actual results of the Company to differ materially from future results, performance or achievements projected or contemplated in the forward-looking statements. Some of the factors that may affect outcomes and results include, but are not limited to: (i) risks associated with the timing of the closing of the proposed merger transaction, including the risks that a condition to closing would not be satisfied within the expected timeframe or at all or that the closing of the proposed merger transaction will not occur, (ii) the outcome of any legal proceedings that may be instituted against the companies and others related to the proposed merger transaction, (iii) unanticipated difficulties or expenditures relating to the proposed merger transaction, the response of business partners and competitors to the announcement of the proposed merger transaction, and/or potential difficulties in employee retention as a result of the announcement and pendency of the proposed merger transaction, (iv) changes affecting the real estate industry and changes in financial markets, interest rates and foreign currency exchange rates, (v) increased or unanticipated competition for the Company’s properties, (vi) risks associated with the hotel industry, including competition for guests and meetings from other hotels and alternative lodging companies, increases in wages, energy costs and other operating costs, potential unionization or union disruption, actual or threatened terrorist attacks, any type of flu or disease-related pandemic and downturns in general and local economic conditions, (vii) the availability and terms of financing and capital and the general volatility of securities markets, (viii) the Company’s dependence on third-party managers of its hotels, including its inability to implement strategic business decisions directly, (ix) risks associated with the real estate industry, including environmental contamination and costs of complying with the Americans with Disabilities Act of 1990, as amended, and similar laws, (x) the possible failure of the Company to maintain its qualification as a REIT and the risk of changes in laws affecting REITs, (xi) the possibility of uninsured losses, (xii) risks associated with redevelopment and repositioning projects, including delays and cost overruns, (xiii) the risk of a material failure, inadequacy, interruption or security failure of the Company’s or the hotel managers’ information technology networks and systems, and (xiv) those additional risks and factors discussed in reports filed with the SEC by the Company from time to time, including those discussed under the heading “Risk Factors” in its most recently filed reports on Form 10-K and 10-Q. The Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Investors should not place undue reliance upon forward-looking statements.


LaSalle Hotel Properties Exhibit
EX-99.1 2 lhoex991-november272018.htm EXHIBIT 99.1 Exhibit Exhibit 99.1        News ReleaseLaSalle Shareholders Approve Merger with PebblebrookMerger on Track to Close November 30,…
To view the full exhibit click here

About LASALLE HOTEL PROPERTIES (NYSE:LHO)

Lasalle Hotel Properties is a self-administered and self-managed real estate investment trust (REIT). The Company primarily buys, owns, redevelops and leases upscale and luxury hotels located in convention, resort and urban business markets. The Company owns interest in approximately 50 hotels with over 12,000 guest rooms located in approximately 10 states and the District of Columbia. LaSalle Hotel Lessee, Inc. (LHL) is the Company’s subsidiary. The Company’s hotels are leased to LHL that provides for rental payments. The Company’s assets are held by, and all of its operations are conducted through, LaSalle Hotel Operating Partnership, L.P. (the Operating Partnership). The Company is the general partner of the Operating Partnership. The hotels, in which the Company has interests include Hotel Amarano Burbank, Hilton San Diego Gaslamp Quarter, Hotel Solamar, San Diego Paradise Point Resort and Spa, The Hilton San Diego Resort and Spa, and Harbor Court Hotel.

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