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): October 6, 2015

 

 

Strategic Hotels & Resorts, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Maryland   001-32223   33-1082757

(State or other jurisdiction

of incorporation)

  

(Commission

File Number)

  

(IRS Employer

Identification No.)

200 West Madison Street, Suite 1700

Chicago, Illinois 60606

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (312) 658-5000

Not Applicable

(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 (see General Instruction A.2.):

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

Item 8.01 Other Events.

On October 6, 2015, Strategic Hotels & Resorts, Inc. (the “Company”) filed with the Securities and Exchange Commission (the “SEC”) a prospectus supplement dated October 6, 2015 (the “Prospectus Supplement”) to its prospectus dated February 24, 2015, which was included in its automatic shelf registration statement on Form S-3 (File No. 333-202251) (the “Registration Statement”) filed with the SEC on February 24, 2015. The Prospectus Supplement relates to the resale from time to time by selling stockholders of an aggregate of 6,595,449 shares of the Company’s common stock, par value $0.01 per share (the “Shares”).

In connection with the resale registration of the Shares, the Company is filing as Exhibit 5.1 hereto the opinion of its counsel, Venable LLP, regarding the legality of the Shares. Exhibit 5.1 is incorporated herein by reference and into the Registration Statement and the Prospectus Supplement.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit Number

   

Description

  5.1    Opinion of Venable LLP regarding the legality of the shares offered
23.1    Consent of Venable LLP (included in Exhibit 5.1)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

    STRATEGIC HOTELS & RESORTS, INC.
October 6, 2015     By:  

/s/ Paula C. Maggio

    Name:   Paula C. Maggio
    Title:   Executive Vice President, General Counsel & Secretary

EXHIBIT INDEX

 

Exhibit Number

   

Description

  5.1    Opinion of Venable LLP regarding the legality of the shares offered
23.1    Consent of Venable LLP (included in Exhibit 5.1)


Exhibit 5.1

 

LOGO

October 6, 2015

Strategic Hotels & Resorts, Inc.

200 West Madison Street, Suite 1700

Chicago, Illinois 60606-3415

 

  Re: Registration Statement on Form S-3 (No. 333-202251)

Ladies and Gentlemen:

We have served as Maryland counsel to Strategic Hotels & Resorts, Inc., a Maryland corporation (the “Company”), in connection with certain matters of Maryland law relating to the registration of 6,595,449 shares (the “Shares”) of Common Stock, par value $0.01 per share, of the Company, covered by the above-referenced Registration Statement, and all amendments related thereto (the “Registration Statement”), filed by the Company with the United States Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “1933 Act”). The Shares were issued on August 19, 2015 pursuant to (i) the Limited Liability Company Agreement of SHR Essex House Holdings, LLC, dated September 14, 2012 (the “SHR Essex LLC Agreement”), by and between Strategic Hotel Funding, L.L.C., a Delaware limited liability company (“SH Funding”), and Monroe EH Holdings Trust, a Maryland corporation, (ii) the Limited Liability Company Agreement of DTRS Essex House Holdings, LLC, dated September 14, 2012 (the “DTRS Essex LLC Agreement”), by and between SHC DTRS, Inc., a Delaware corporation and a wholly owned subsidiary of SH Funding (“SHC DTRS”), and Monroe EH TRS, LLC, a Delaware limited liability company, and (iii) the Limited Liability Company Agreement of SHR Essex House Condominiums Holdings, LLC, dated September 14, 2012 (together with the SHR Essex LLC Agreement and DTRS Essex LLC Agreement, the “LLC Agreements”), by and between SHC DTRS and Monroe EH Condo Investment, LLC, a Delaware limited liability company.

In connection with our representation of the Company, and as a basis for the opinion hereinafter set forth, we have examined originals, or copies certified or otherwise identified to our satisfaction, of the following documents (hereinafter collectively referred to as the “Documents”):

1. The Registration Statement and the related form of prospectus included therein and the supplement thereto, in the form in which each was transmitted to the Commission under the 1933 Act;

2. The charter of the Company (the “Charter”), certified by the State Department of Assessments and Taxation of Maryland (the “SDAT”);

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October 6, 2015

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3. The Bylaws of the Company, certified as of the date hereof by an officer of the Company;

4. A certificate of the SDAT as to the good standing of the Company, dated as of a recent date;

5. Resolutions adopted by the Board of Directors of the Company authorizing the sale and issuance of the Shares, certified as of the date hereof by an officer of the Company;

6. The LLC Agreements;

7. A certificate executed by an officer of the Company, dated as of the date hereof; and

8. Such other documents and matters as we have deemed necessary or appropriate to express the opinion set forth below, subject to the assumptions, limitations and qualifications stated herein.

In expressing the opinion set forth below, we have assumed the following:

1. Each individual executing any of the Documents, whether on behalf of such individual or another person, is legally competent to do so.

2. Each individual executing any of the Documents on behalf of a party (other than the Company) is duly authorized to do so.

3. Each of the parties (other than the Company) executing any of the Documents has duly and validly executed and delivered each of the Documents to which such party is a signatory, and such party’s obligations set forth therein are legal, valid and binding and are enforceable in accordance with all stated terms.

4. All Documents submitted to us as originals are authentic. The form and content of all Documents submitted to us as unexecuted drafts do not differ in any respect relevant to this opinion from the form and content of such Documents as executed and delivered. All Documents submitted to us as certified or photostatic copies conform to the original documents. All signatures on all Documents are genuine. All public records reviewed or relied upon by us or on our behalf are true and complete. All representations, warranties, statements and information contained in the Documents are true and complete. There has been no oral or written modification of or amendment to any of the Documents, and there has been no waiver of any provision of any of the Documents, by action or omission of the parties or otherwise.

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Strategic Hotels & Resorts, Inc.

October 6, 2015

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5. The Shares have not been, and will not be, issued or transferred in violation of the restrictions on transfer and ownership of shares of stock of the Company set forth in Article VII of the Charter.

Based upon the foregoing, and subject to the assumptions, limitations and qualifications stated herein, it is our opinion that:

1. The Company is a corporation duly incorporated and existing under the laws of the State of Maryland and is in good standing with the SDAT.

2. The Shares have been duly authorized and are validly issued, fully paid and nonassessable.

The foregoing opinion is limited to the laws of the State of Maryland and we do not express any opinion herein concerning any other law. We express no opinion as to the applicability or effect of federal or state securities laws, including the securities laws of the State of Maryland, or as to federal or state laws regarding fraudulent transfers. To the extent that any matter as to which our opinion is expressed herein would be governed by the laws of any jurisdiction other than the State of Maryland, we do not express any opinion on such matter. The opinion expressed herein is subject to the effect of any judicial decision which may permit the introduction of parol evidence to modify the terms or the interpretation of agreements.

The opinion expressed herein is limited to the matters specifically set forth herein and no other opinion shall be inferred beyond the matters expressly stated. We assume no obligation to supplement this opinion if any applicable law changes after the date hereof or if we become aware of any fact that might change the opinion expressed herein after the date hereof.

This opinion is being furnished to you for submission to the Commission as an exhibit to the Company’s Current Report on Form 8-K (the “Current Report”), which is incorporated by reference in the Registration Statement. We hereby consent to the filing of this opinion as an exhibit to the Current Report and the said incorporation by reference and to the use of the name of our firm therein. In giving this consent, we do not admit that we are within the category of persons whose consent is required by Section 7 of the 1933 Act.

Very truly yours,

/s/ Venable LLP