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): June 11, 2012

 

RLJ LODGING TRUST

(Exact name of registrant as specified in its charter)

 

Maryland

 

001-35169

 

27-4706509

(State or other jurisdiction of incorporation)

 

(Commission File Number)

 

(IRS Employer Identification Number)

 

3 Bethesda Metro Center
Suite 1000
Bethesda, MD

 

20814

(Address of principal executive offices)

 

(Zip Code)

 

(301) 280-7777

(Registrant’s telephone number, including area code)

 

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. below):

 

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 June 11, 2012, RLJ Lodging Trust (the “Company”) closed on the acquisition of the 278-room Hilton Garden Inn San Francisco/Oakland Bay Bridge located in Emeryville, California (the “Hotel”).  The Company acquired the Hotel from APF Emeryville Ownco LLC (the “Seller”) for $36.2 million in cash, which the Company funded with cash available on its balance sheet. The Seller has no material relationship with the Company or any of its affiliates, other than through the purchase contract related to the acquisition of the Hotel.

 

The Company is reporting the acquisition of the Hotel under Item 2.01 because the acquisition of the Hotel is considered to be the acquisition of a significant business for purposes of Rule 3-05 of Regulation S-X.

 

Item 9.01.            Financial Statements and Exhibits.

 

(a) Financial statements of businesses acquired.

 

To the extent required by this item, historical financial statements for the Hotel will be filed in an amendment to this current report on Form 8-K no later than 71 calendar days after the date of this report.

 

(b) Pro forma financial information.

 

To the extent required by this item, pro forma financial information relating to the acquisition of the Hotel will be filed in an amendment to this current report on Form 8-K no later than 71 calendar days after the date of this report.

 

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SIGNATURES

 

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

 

 

RLJ LODGING TRUST

 

 

 

 

Date: June 15, 2012

By:

/s/ Thomas J. Baltimore, Jr.

 

 

Thomas J. Baltimore, Jr.

 

 

President and Chief Executive Officer

 

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