- Current report filing (8-K)
May 29 2009 - 6:01AM
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): May 27, 2009
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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510
Walnut Street, 9
th
Floor
Philadelphia,
Pennsylvania 19106
(Address and zip
code of
principal
executive offices)
Registrants
telephone number, including area code:
(215)
238-1046
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):
o
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Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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o
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Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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o
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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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o
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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 5.03
On May 27, 2009, Hersha
Hospitality Trust (the Company) amended its Amended and Restated Declaration
of Trust (the Declaration of Trust) to increase the aggregate number of
common shares the Company is authorized to issue from 81,000,000 shares to
151,000,000 shares, of which 150,000,000 shares are classified as Class A
common shares, $0.01 par value per share, and 1,000,000 are classified as Class B
common shares, $0.01 par value per share.
Under the Declaration of Trust, the Board of Trustees is authorized to
amend the Declaration of Trust, without shareholder approval, to increase or
decrease the aggregate number of shares of beneficial interest the Company is
authorized to issue.
A copy of the amendment
in the form filed with the Maryland State Department of Assessments and
Taxation and declared effective on May 27, 2009 is attached as
Exhibit 3.1
to this Current Report on Form 8-K and incorporated herein by reference.
Item 7.01 Regulation FD Disclosure
Set forth below is
certain information regarding the Companys debt maturities which expands upon
similar information contained in the Companys Quarterly Report on Form 10-Q
for the period ended March 31, 2009.
2
The following table sets
forth the Companys principal repayments and certain adjustments to exclude principal
repayments that are not related to debt maturities and to reflect the Companys
exercise of each of the options within its discretion and the lenders
extension of the maturity of the revolving line of credit (in thousands):
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2009
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2010
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2011
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2012
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2013
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Thereafter
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Principal repayments due as of March 31, 2009
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$
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48,747
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$
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43,828
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$
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147,084
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$
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12,001
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$
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25,265
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$
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482,606
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Adjustment for principal repayments prior to maturity (1)
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(4,319
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)
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(6,459
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)
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(7,251
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)
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(6,267
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)
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(3,624
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)
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27,862
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Exercise of Companys extension options on debt that is maturing
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(12,100
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(22,000
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)
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(22,412
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)
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38,524
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17,987
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Exercise of extension option on the revolving line of credit subject
to lender approval
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(105,321
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)
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105,321
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Principal repayments on debt maturities assuming exercise of
extension options and excluding amortization
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$
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32,328
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$
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15,369
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$
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12,100
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$
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149,579
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$
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39,628
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$
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510,468
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(1) Adjustment to exclude principal
repayments that are not related to debt maturities, including a $59 adjustment
for net amortization of discounts and premiums recorded on debt assumed in the
acquisition of certain hotel properties.
The adjustments in the
foregoing table reflect the following extensions of debt maturities:
·
2009:
two one-year extension options, which can be exercised at our
discretion, included in the loan agreement on a $12.1 million mortgage
obligation, effectively extending maturity from August of 2009 to August of
2011;
·
2010:
two one-year extension options, which can be exercised at our
discretion, included in the loan agreement on a $22.0 million mortgage
obligation, effectively extending maturity from May of 2010 to May of
2012;
·
2011:
two one-year extension options, which can be exercised at our
discretion, included in the loan agreement on a $18.0 million mortgage
obligation, effectively extending maturity from January of 2011 to January of
2013;
·
2011:
a one-year extension option, which can be exercised at our discretion,
included in the loan agreement on a $7.3 million mortgage obligation,
effectively extending maturity from January of 2011 to January of
2012;
·
2011:
a one-year extension option, which can be exercised at our discretion,
included in the loan agreement on a $9.3 million mortgage obligation,
effectively extending maturity from July of 2011 to July of 2012; and
·
2011:
a one-year extension option, which is subject to the lenders approval
in its discretion, included in the revolving line of credit agreement,
effectively extending maturity from December of 2011 to December of
2012.
The outstanding balance
of the line of credit as of March 31, 2009 was $105.3 million.
There
can be no assurance that the lenders will agree to extend the maturity on the
revolving line of credit.
The information in this item
shall not be deemed to be filed for purposes of Section 18 of the
Exchange Act or otherwise subject to the liability of that section, and shall
not be deemed incorporated by reference in any filing under the Securities Act
of 1933, as amended, or the Exchange Act, regardless of any general
incorporation by reference language contained therein, except as shall be
expressly set forth by specific reference in such filing.
Item 9.01
Financial Statements and Exhibits
(d)
Exhibits
3.1Articles of Amendment
to the Amended and Restate Declaration of Trust
3
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: May 28,
2009
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By:
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/s/Ashish R. Parikh
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Ashish R. Parikh
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Chief Financial Officer
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Exhibit Index
Exhibit No.
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Description
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3.1
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Articles of Amendment
to the Amended and Restate Declaration of Trust
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