Hersha Hospitality Trust - Current report filing (8-K)
August 07 2008 - 4:32PM
Edgar (US Regulatory)
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): August 1,
2008
HERSHA
HOSPITALITY TRUST
(Exact
name of registrant as specified in its charter)
Maryland
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001-14765
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251811499
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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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44
Hersha Drive
Harrisburg,
Pennsylvania 17102
(Address
and zip code of
principal
executive offices)
Registrant's
telephone number, including area code:
(717) 236-4400
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 Instructions A.2. below):
¨
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Written communications pursuant
to Rule 425 under the Securities Act (17 CFR
230.425)
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¨
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Soliciting material pursuant to
Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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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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¨
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Pre-commencement communications
pursuant to Rule 13e4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
1.01.
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Entry
into a Material Definitive
Agreement.
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On August
1, 2008, Hersha Hospitality Limited Partnership ("HHLP"), the operating
partnership subsidiary of Hersha Hospitality Trust ("HT"), and Hersha Smithfield
Managing Member, LLC, a wholly owned subsidiary of HHLP, entered into a
contribution agreement (the "Contribution Agreement") with Hersha Northeast
Associates, LLC ("Hersha Northeast"), Kirit Patel, K&D Investment
Associates, LLC and Ashwin Shah (the "Contributors") and closed on the
acquisition of all of the issued and outstanding membership interests in 44
Hersha Smithfield, LLC ("Smithfield"). Smithfield is the owner of the hotel and
improvements associated with the Hampton Inn and Suites (the "Hotel") located at
965 Douglas Pike, Route #7 and Interstate 295 in Smithfield, Rhode
Island.
The
aggregate purchase price for the membership interests in Smithfield was
approximately $12.6 million, which included $5.2 million in cash, the assumption
of $6.7 million in debt, and $0.7 million in reserves to be paid to the seller
upon satisfactory completion of certain capital projects and financing
activities. The assumed loan accrues interest at 6.98% per annum and
matures on December 12, 2016.
The
following executive officers and trustees of HT had direct or indirect interests
in Hersha Northeast: Hasu P. Shah, the Chairman of our Board of
Trustees; Kiran P. Patel, a member of our Board of Trustees; Jay H. Shah, a
member of our Board of Trustees and our Chief Executive Officer; Neil H. Shah,
our President and Chief Operating Officer; Ashish R. Parikh, our Chief Financial
Officer, and David L. Desfor, our Treasurer and Secretary.
As a
related party transaction, the transaction was approved by all of HT's
independent trustees. Hersha Hospitality Management L.P. ("HHMLP"),
Hersha's affiliated hotel management company, will continue to manage the
Hotel.
The
preceding description of the material terms of the Contribution Agreement is
qualified in its entirety by reference to the terms of the Contribution
Agreement, which is attached hereto as Exhibit 10.1 and incorporated by
reference herein.
Item
9.01
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Financial
Statements and Exhibits.
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Contribution Agreement, dated as
of August 1, 2008, by and among Hersha Northeast Associates, LLC, Kirit
Patel, K&D Investment Associates, LLC, and Ashwin Shah, as
contributors, and Hersha Hospitality Limited Partnership and Hersha
Smithfield Managing Member, LLC, as
acquirer.
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SIGNATURE
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 thereunto
duly authorized.
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HERSHA
HOSPITALITY TRUST
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Date: August
7, 2008
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By:
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/s/Michael R. Gillespie
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Michael
R. Gillespie
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Chief
Accounting Officer
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