PEBBLEBROOK HOTEL TRUST (NYSE:PEB) Files An 8-K Submission of Matters to a Vote of Security HoldersItem 5.07. Submission of Matters to a Vote of Security Holders
Pebblebrook Hotel Trust ("Pebblebrook" or the "Company") held a special meeting (the “Special Meeting”) of shareholders at 9:00 a.m. Eastern Time on November 27, 2018 at the offices of Hunton Andrews KurthLLP, 2200Pennsylvania Avenue NW, Washington, DC20037 to vote on the proposals set forth in the definitive joint proxy statement/prospectus dated October 29, 2018.
At the Special Meeting, Pebblebrook shareholders voted upon and approved a proposal (the “Pebblebrook Share Issuance Proposal”) regarding the issuance of common shares of beneficial interest, par value $0.01 per share, of Pebblebrook to that certain Agreement and Plan of Merger, dated as of September 6, 2018, by and among Pebblebrook, LaSalle Hotel Properties (“LaSalle”) and the other entities party thereto. The votes on this proposal were as follows:
Because there were sufficient votes at the Special Meeting to approve the Pebblebrook Share Issuance Proposal, the 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 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 by Pebblebrook with the Securities and Exchange Commission on October 29, 2018. Subject to the satisfaction or waiver of such conditions, the mergers so contemplated are expected to be completed on November 30, 2018.
Item 7.01. Regulation FD Disclosure
On November 27, 2018, Pebblebrook issued a press release announcing the results of the Special Meeting and the results of the special meeting of shareholders of LaSalle, held on November 27, 2018. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
This Current Report on Form 8-K contains statements that are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Act of 1934, as amended, to the safe harbor provisions of the Private Securities Reform Act of 1995. These forward-looking statements relate to the anticipated completion of the transaction. Forward-looking statements are based on certain assumptions and can include future expectations, future plans and strategies, financial and operating projections or other forward-looking information.
These forward-looking statements are subject to various risks and uncertainties, not all of which are known to the Company and many of which are beyond the Company’s control, which could cause actual results to differ materially from such statements. These risks and uncertainties include, but are not limited to, the state of the U.S. economy, supply and demand in the hotel industry and other factors as are described in greater detail in the Company’s filings with the Securities and Exchange Commission, including, without limitation, the Company’s Annual Report on Form 10-K for the year ended December 31, 2017. Unless legally required, the Company disclaims any obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.
Item 9.01. Financial Statements and Exhibits.
Press release, issued on November 27, 2018, regarding the results of the special meetings.
Pebblebrook Hotel Trust ExhibitEX-99.1 2 shrholdermtgmergerex991.htm EXHIBIT 99.1 Exhibit Exhibit 99.1 7315 Wisconsin Avenue,…To view the full exhibit click
About PEBBLEBROOK HOTEL TRUST (NYSE:PEB)
Pebblebrook Hotel Trust is a hotel investment company. The Company operates as a real estate investment trust (REIT). The Company is organized to acquire and invest in hotel properties located primarily in cities of the United States. The Company has interests in approximately 40 hotels, including over 30 owned hotels with a total of approximately 7,410 guest rooms, and approximately 49% joint venture interest in over six hotels with a total of approximately 1,790 guest rooms. The hotels are located in markets, including Atlanta (Buckhead), Georgia; Bethesda, Maryland; Boston, Massachusetts; Hollywood, California; Los Angeles, California; Miami, Florida; Naples, Florida; Portland, Oregon; San Diego, California; San Francisco, California; Santa Monica, California; Seattle, Washington; Stevenson, Washington, and West Hollywood, California. The Company’s assets are held by, and all of the operations are conducted through, Pebblebrook Hotel, L.P. (the Operating Partnership).