Attached files
| file | filename |
|---|---|
| EX-1.1 - EX-1.1 - Chesapeake Lodging Trust | d895468dex11.htm |
| EX-5.1 - EX-5.1 - Chesapeake Lodging Trust | d895468dex51.htm |
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): March 23, 2015
CHESAPEAKE LODGING TRUST
(Exact name of registrant as specified in its charter)
| Maryland | 001-34572 | 27-0372343 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| 1997 Annapolis Exchange Parkway, Suite 410 Annapolis, MD |
21401 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (410) 972-4140
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):
| ¨ | 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 March 23, 2015, Chesapeake Lodging Trust (the “Trust”) and Chesapeake Lodging, L.P. entered into an underwriting agreement (the “Underwriting Agreement”) with J.P. Morgan Securities LLC and Deutsche Bank Securities Inc., as underwriters, in connection with the public offering of 4,000,000 of the Trust’s common shares of beneficial interest, par value $0.01 per share (the “Common Shares”). Pursuant to the Underwriting Agreement, the Trust granted the underwriters an option to purchase an additional 600,000 Common Shares, which was exercised in full by the underwriters on March 24, 2015. The closing of the offering is expected to occur on or about March 27, 2015. The Trust estimates that the net proceeds from the offering, after deducting underwriting discounts and estimated offering costs payable by the Trust, will be approximately $153.7 million. The Trust expects to use the net proceeds from the offering to repay outstanding borrowings under its revolving credit facility.
A copy of the Underwriting Agreement is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference. The summary set forth above is qualified in its entirety by reference to Exhibit 1.1.
| Item 9.01. | Financial Statements and Exhibits. |
| Exhibit No. |
Description | |
| 1.1 | Underwriting Agreement, dated March 23, 2015, by and among the Trust, Chesapeake Lodging, L.P., J.P. Morgan Securities LLC and Deutsche Bank Securities Inc. | |
| 5.1 | Opinion of Polsinelli PC regarding the legality of the Common Shares | |
| 23.1 | Consent of Polsinelli PC (included in Exhibit 5.1) | |
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.
| Date: March 26, 2015 | CHESAPEAKE LODGING TRUST | |||||
| By: | /s/ Graham J. Wootten | |||||
| Graham J. Wootten | ||||||
| Senior Vice President and Chief Accounting Officer | ||||||