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): September 23, 2010
CHATHAM LODGING TRUST
(Exact name of Registrant as specified in its charter)
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Maryland
(State or Other Jurisdiction
of Incorporation or Organization)
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001-34693
(Commission File Number)
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27-1200777
(I.R.S. Employer Identification No.) |
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| 50 Cocoanut Row, |
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| Suite 216 |
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| Palm Beach, Florida
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33480 |
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(Zip Code) |
(561) 802-4477
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed from 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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
Item 2.01 Completion of Acquisition or Disposition of Assets.
On September 23, 2010, a wholly owned subsidiary of Chatham Lodging Trust (the “Company”) completed
the acquisition of the 133-room Residence Inn by Marriott® in White Plains, New
York (the “White Plains Residence Inn”) for a total cash purchase price of $21.2 million, plus
customary pro-rated amounts and closing costs. The White Plains Residence Inn was purchased from
Moody National White Plains S, LLC and Moody National White Plains MT, LLC. The White Plains
Residence Inn will be managed by Island Hospitality Management (“Island”) pursuant to a management
agreement between the Company’s taxable real estate investment trust subsidiary (“TRS”) and Island.
The Company funded the purchase price for the Hotels from the proceeds of its initial public
offering of common shares, which was completed on April 21, 2010.
The management agreement with Island provides for base management fees equal to 3% of the managed
hotel’s gross room revenue. The initial term of the management agreement is five years and will
renew automatically for two successive five-year terms unless terminated by the TRS or Island by
written notice to the other party no later than 90 days prior to the term’s expiration. The
management agreements may be terminated for cause, including the failure of the managed hotel
operating performance to meet specified levels.
A copy of the press release announcing the completion of the acquisition of the White Plains
Residence Inn is filed as Exhibit 99.1 to this report.
Item 9.01. Financial Statements and Exhibits.
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Financial Statements of Businesses Acquired. |
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The financial statements required by Item 9.01(a) are currently being prepared.
The Company will file the required financial statements under the cover of Form
8-K/A as soon as practicable but not later than December 9, 2010, which is 71
calendar days after the latest date on which this initial Current Report on
Form 8-K is required to be filed. |
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| (b) |
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Pro Forma Financial Information. |
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The pro forma financial information required by Item 9.01(b) is currently being
prepared. The Company will file the required pro forma financial information
under the cover of Form 8-K/A as soon as practicable but not later than
December 9, 2010, which is 71 calendar days after the latest date on which this
initial Current Report on Form 8-K is required to be filed. |
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| (d) |
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Exhibits. |
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| Exhibit |
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Description |
99.1
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Press release dated September 23, 2010 |