Attached files
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8-K - 8-K - STRATEGIC HOTELS & RESORTS, INC | d831479d8k.htm |
EX-5.1 - EX-5.1 - STRATEGIC HOTELS & RESORTS, INC | d831479dex51.htm |
EX-1.1 - EX-1.1 - STRATEGIC HOTELS & RESORTS, INC | d831479dex11.htm |
EX-99.2 - EX-99.2 - STRATEGIC HOTELS & RESORTS, INC | d831479dex992.htm |
Exhibit 99.1
COMPANY CONTACTS: Diane Morefield EVP, Chief Financial Officer Strategic Hotels & Resorts, Inc. (312) 658-5740
Jonathan Stanner SVP, Capital Markets & Treasurer Strategic Hotels & Resorts, Inc. (312) 658-5746 |
FOR IMMEDIATE RELEASE
MONDAY, DECEMBER 1, 2014
STRATEGIC HOTELS & RESORTS, INC. ANNOUNCES PUBLIC OFFERING
OF 20,000,000 SHARES OF COMMON STOCK
CHICAGO December 1, 2014 Strategic Hotels & Resorts, Inc. (the Company) (NYSE: BEE) today announced that it is commencing an underwritten public offering of 20,000,000 shares of its common stock (the Offering). The Company expects to grant the underwriter a 30-day option to purchase up to 3,000,000 additional shares of common stock to cover over-allotments, if any. J.P. Morgan is acting as the sole book-running manager for the Offering. The underwriter may offer the shares of common stock from time to time in one or more transactions on the New York Stock Exchange, in the over-the-counter market or through negotiated transactions at market prices or at negotiated prices.
The Company intends to use the net proceeds from the Offering to fund the acquisition of the Four Seasons Resort Scottsdale at Troon North, to redeem all of the issued and outstanding shares of its 8.25% Series B Cumulative Redeemable Preferred Stock, to fund possible future acquisitions, and for general corporate purposes, including, without limitation, reducing debt and funding capital expenditures and working capital.
The offering of the shares will be made under the Companys effective shelf registration statement filed with the Securities Exchange Commission (the SEC). A copy of the prospectus supplement and accompanying base prospectus relating to these securities may be obtained from J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, or by telephone at 866-803-9204; or by visiting the EDGAR database on the SECs web site at www.sec.gov.
This press release does not constitute an offer to sell or the solicitation of an offer to buy any shares of the Companys common stock, nor shall there be any sale of these securities in any jurisdiction in which such an offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. The offering may be made only by means of a prospectus and a related prospectus supplement, which have been filed with the SEC.
Strategic Hotels & Resorts
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About the Company
Strategic Hotels & Resorts, Inc. is a real estate investment trust (REIT) which owns and provides value enhancing asset management of high-end hotels and resorts in the United States and Europe. The company currently has ownership interests in 16 properties with an aggregate of 7,865 rooms and 835,000 square feet of multi-purpose meeting and banqueting space.
This press release contains forward-looking statements about the Company. Except for historical information, the matters discussed in this press release, including the Companys intended use of proceeds, are forward-looking statements subject to certain risks and uncertainties. Actual results could differ materially from the Companys projections. Factors that may contribute to these differences include, but are not limited to the following: the Companys ability to consummate the Offering of shares of its common stock; the effects of economic conditions and disruption in financial markets upon business and leisure travel and the hotel markets in which the Company invests; the Companys liquidity and refinancing demands; the Companys ability to obtain, refinance or extend maturing debt; the Companys ability to maintain compliance with covenants contained in its debt facilities; stagnation or deterioration in economic and market conditions, particularly impacting business and leisure travel spending in the markets where the Companys hotels operate and in which the Company invests, including luxury and upper upscale product; general volatility of the capital markets and the market price of the Companys shares of common stock; availability of capital; the Companys ability to dispose of properties in a manner consistent with its investment strategy and liquidity needs; hostilities and security concerns, including future terrorist attacks, or the apprehension of hostilities, in each case that affect travel within or to the United States, Germany or other countries where the Company invests; difficulties in identifying properties to acquire and completing acquisitions; the Companys failure to maintain effective internal control over financial reporting and disclosure controls and procedures; risks related to natural disasters; increases in interest rates and operating costs, including insurance premiums and real property taxes; contagious disease outbreaks; delays and cost-overruns in construction and development; marketing challenges associated with entering new lines of business or pursuing new business strategies; the Companys failure to maintain its status as a REIT; changes in the competitive environment in the Companys industry and the markets where the Company invests; changes in real estate and zoning laws or regulations; legislative or regulatory changes, including changes to laws governing the taxation of REITs; changes in generally accepted accounting principles, policies and guidelines; and litigation, judgments or settlements.
Additional risks are discussed in the Companys filings with the SEC, including those appearing under the heading Item 1A. Risk Factors in the Companys most recent Form 10-K and subsequent Form 10-Qs. Although the Company believes the expectations reflected in such forward-looking statements are based on reasonable assumptions, it can give no assurance that its expectations will be attained. The forward-looking statements are made as of the date of this press release, and the Company undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by law.