UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 26, 2010
DiamondRock Hospitality Company
(Exact name of registrant as specified in its charter)
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| Maryland
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001-32514
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20-1180098 |
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.) |
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6903 Rockledge Drive, Suite 800
Bethesda, MD
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20817 |
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(Zip Code) |
Registrant’s telephone number, including area code: (240) 744-1150
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
The information in this Current Report on Form 8-K is furnished under Item 2.02 — “Results of
Operations and Financial Condition” and Item 7.01 — “Regulation FD Disclosure.” Such information,
including the exhibits attached hereto, shall not be deemed “filed” for any purpose, including for
the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
or otherwise subject to the liabilities of that Section. The information in this Current Report on
Form 8-K shall not be deemed incorporated by reference into any filing under the Securities Act of
1933, as amended, or the Exchange Act regardless of any general incorporation language in such
filing.
This Current Report on Form 8-K contains forward-looking statements within the meaning of federal
securities laws and regulations. These forward-looking statements are identified by their use of
terms and phrases such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,”
“plan,” “predict,” “project,” “should,” “will,” “continue” and other similar terms and phrases,
including references to assumptions and forecasts of future results. Forward-looking statements are
not guarantees of future performance and involve known and unknown risks, uncertainties and other
factors which may cause the actual results to differ materially from those anticipated at the time
the forward-looking statements are made.
ITEM 2.02. Results of Operations and Financial Condition.
On February 26, 2010, DiamondRock Hospitality Company (the “Company”) issued a press release
announcing its financial results for the quarter and year ended December 31, 2009. The text of the
press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
ITEM 7.01. Regulation FD Disclosure
On February 26, 2010, during its previously announced conference call for investors and other
interested parties, the Company provided the following information regarding 2010:
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The Company expects 2010 interest expense to be between $48 million and $49 million,
which excludes any impact of the 2010 penalty interest accrual or reversal of the 2009
accrual on the Frenchman’s Reef mortgage loan, both of which are $3.1 million. |
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The Company expects to incur between $14.5 million and $15.5 million of corporate G&A in
2010, which includes between $10.5 million and $11 million of cash corporate expenses. |
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The Company expects to incur approximately $30 million of capital expenditures in 2010,
which it expects to consist of $24 million funded from escrow reserves and $6 million from
corporate cash. |
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The Company believes that current analyst consensus estimates for the Company’s
estimated 2010 Adjusted EBITDA and Adjusted FFO are high. |
ITEM 9.01. Financial Statements and Exhibits.
(d) Exhibits