Morgans Hotel Group Co. (NASDAQ:MHGC) Files An 8-K Completion of Acquisition or Disposition of Assets

Item 2.01. Completion of Acquisition or Disposition of Assets

On November 30, 2016, Morgans Hotel Group Co., a Delaware
corporation (the Company), SBEEG Holdings, LLC, a Delaware
limited liability company (SBE), and Trousdale Acquisition
Sub, Inc., a Delaware corporation and wholly owned subsidiary of
SBE ENT Holdings, LLC, a Delaware limited liability company
(SBE ENT Holdings), following its transfer from SBE
(Merger Sub), completed the merger (the Merger)
contemplated by the Agreement and Plan of Merger by and among the
Company, SBE and Merger Sub, dated as of May 9, 2016 (as amended,
the Merger Agreement). to the terms of the Merger
Agreement, Merger Sub merged with and into the Company, with the
Company continuing as the surviving entity (the Surviving
Corporation) and a wholly owned subsidiary of SBE ENT
Holdings.

In accordance with the terms of the Merger Agreement, each
outstanding share of the Companys common stock, $0.01 par value
per share (each a Share and in the aggregate the
Shares) (other than Cancelled Shares and Dissenting
Shares, as defined in the Merger Agreement) ceased to be
outstanding and was converted into the right to receive $2.25 in
cash, without interest (the Merger Consideration). In
addition, in accordance with the terms of the Merger Agreement,
(i) each Non-Managing Member Unit (as defined in the Amended and
Restated Limited Liability Company Agreement of Morgans Group
LLC, effective February 17, 2006, as amended), other than certain
excluded Non-Managing Member Units, was cancelled and converted
into the right to receive the Merger Consideration, (ii) each
Company RSU award that was outstanding immediately prior to the
effective time of the Merger was cancelled and converted into the
right to receive an amount in cash equal to (a) the Merger
Consideration, multiplied by (b) the number of Shares subject to
such Company RSU award immediately prior to the effective time of
the Merger, less any applicable tax withholding, and (iii) each
Company stock option, whether vested or unvested, that was
outstanding immediately prior to the effective time of the Merger
was cancelled and converted into the right to receive an amount
in cash equal to the (a) the excess, if any, of the Merger
Consideration over the exercise price per Share subject to such
Company stock option, multiplied by (b) the number of Shares
subject to such Company stock option immediately prior to the
effective time of the Merger, less any applicable tax
withholding.

The description of the Merger and the Merger Agreement contained
in this Current Report on Form 8-K does not purport to be
complete and is subject to, and qualified in its entirety by, the
full text of the Merger Agreement and Amendment No. 1 to the
Merger Agreement, dated as of November 8, 2016, which are
incorporated by reference as Exhibits 2.1 and 2.2 hereto.

In connection with the completion of the Merger on November 30,
2016, the Company notified the Nasdaq Stock Market
(Nasdaq) of the completion of the Merger, and requested
that Nasdaq (i) suspend trading of the Shares on the Nasdaq
Capital Market and (ii) file with the U.S. Securities and
Exchange Commission (the SEC) a Form 25, Notification of
Removal from Listing and/or Registration under Section 12(b) of
the Securities Exchange Act of 1934, as amended (the Exchange
Act), to delist the Shares from the Nasdaq Capital Market and
to deregister the Shares under Section 12(b) of the Exchange Act.

Additionally, the Company intends to file with the SEC
certifications on Form 15 under the Exchange Act requesting the
deregistration of the Shares under Section 12(g) of the Exchange
Act and the suspension of the Companys reporting obligations
under Sections 13 and 15(d) of the Exchange Act as promptly as
practicable.

The information disclosed in Item 2.01 is incorporated herein by
reference.

The information disclosed in Items 2.01, 3.01 and 5.03 is
incorporated herein by reference.

At the effective time of the Merger, each holder of the Shares
issued and outstanding immediately prior to the effective time of
the Merger ceased to have any rights as a stockholder of the
Company (other than the rights to receive the Merger
Consideration to the Merger Agreement).

A change of control of the Company occurred on November 30, 2016
upon the filing of the certificate of merger with the Secretary
of State of the State of Delaware, at which time Merger Sub
merged with and into the Company. As a result of the Merger, the
Company became a wholly owned subsidiary of SBE ENT Holdings,
with SBE ENT Holdings owning all of the Shares.

The information disclosed in Item 2.01 is incorporated herein by
reference.

At the effective time of the Merger on November 30, 2016, Howard
M. Lorber, Andrew Broad, Kenneth E. Cruse, John Dougherty, Jason
T. Kalisman, Bradford Nugent, Michael E. Olshan, Michelle S.
Russo and Adam Stein resigned as and ceased to be directors of
the Company and members of any committee of the Companys Board of
Directors.

to the Merger Agreement, at the effective time of the Merger on
November 30, 2016, the directors of Merger Sub immediately prior
to the Effective Time, Sam Nazarian became the director of the
Surviving Corporation. Upon consummation of the Merger, Sam
Nazarian was elected Chief Executive Officer, President, Chief
Financial Officer, Treasurer and Secretary of the Company.

In accordance with the Merger Agreement, at the effective time of
the Merger on November 30, 2016, the Companys Certificate of
Incorporation and Bylaws were amended and restated.The Amended
and Restated Certificate of Incorporation and Bylaws of the
Company are filed as Exhibit 3.1 and Exhibit 3.2, respectively,
and are incorporated herein by reference.

The foregoing descriptions of the Amended and Restated
Certificate of Incorporation and Bylaws are not complete and are
subject to, and qualified in their entirety by, reference to the
Amended and Restated Certificate of Incorporation and Bylaws of
the Company, copies of which are attached as Exhibit 3.1 and
Exhibit 3.2, respectively, hereto and are incorporated herein by
reference.

Item 8.01 Other Events

On November 30, 2016, the Company and SBE issued a joint press
release announcing the closing of the Merger. The full text of
the press release, a copy of which is attached hereto as Exhibit
99.1, is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

About Morgans Hotel Group Co. (NASDAQ:MHGC)

Morgans Hotel Group Co. is a lifestyle hospitality company. The Company operates, owns, licenses and develops boutique hotels, primarily in gateway cities and select resort markets in the United States, Europe and other international locations. Its portfolio of Morgans Hotel Group branded hotel properties and food and beverage operations and entities consists of its over three owned hotels, including Hudson in New York, Delano South Beach in Miami Beach and Clift in San Francisco; its owned food and beverage operations consisting of leasehold interests in the food and beverage operations located at Sanderson, in London; its unconsolidated Joint Venture Hotel, including Mondrian South Beach in Miami Beach; its over seven Managed Hotels consisting of Royalton and Morgans in New York, Shore Club in Miami Beach, Mondrian in Los Angeles, and Sanderson, St Martins Lane and Mondrian London in London, and its licensed hotel, Delano Las Vegas, and its franchised hotel, 10 Karakoy, in Istanbul.

Morgans Hotel Group Co. (NASDAQ:MHGC) Recent Trading Information

Morgans Hotel Group Co. (NASDAQ:MHGC) closed its last trading session 00.00 at 2.15 with 35,989 shares trading hands.