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): September 24, 2014 (September 19, 2014)
CHATHAM LODGING TRUST
(Exact name of Registrant as specified in its charter)
| Maryland | 001-34693 | 27-1200777 | ||
| (State or Other Jurisdiction of Incorporation or Organization) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
| 50 Cocoanut Row, Suite 211 Palm Beach, Florida |
33480 | |
| (Address of principal executive offices) | (Zip Code) |
(561) 802-4477
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed from 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:
| ¨ | 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 September 19, 2014, Chatham Lodging Trust (the “Company”) and Chatham Lodging, L.P. entered into an Underwriting Agreement (the “Underwriting Agreement”) with Barclays Capital Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated and UBS Securities LLC, as representatives of the several underwriters named therein (the “Underwriters”), relating to the issuance and sale of 6,000,000 of the Company’s common shares of beneficial interest, par value $0.01 per share (the “Shares”). The Company has granted an option to the Underwriters, exercisable for 30 days after the date of the Underwriting Agreement, to purchase an additional 900,000 common shares of beneficial interest, and the Underwriters exercised their option to purchase the additional common shares in full. The public offering price of the Shares is $21.85 per share. The closing of the offering, including the purchase of additional shares, will occur on September 24, 2014.
The Shares were issued pursuant to the Company’s registration statement on Form S-3 (File No. 333-193389), which was declared effective by the Securities and Exchange Commission (the “SEC”) on January 30, 2014.
The Underwriting Agreement is filed as Exhibit 1.1 to this Current Report on Form 8-K and the description of the Underwriting Agreement contained herein is qualified in its entirety by reference to such exhibit. For a more detailed description of the Underwriting Agreement, see the disclosure under the caption “Underwriting” contained in the Company’s prospectus supplement and accompanying prospectus, dated September 19, 2014, which has been filed with the SEC pursuant to Rule 424(b) under the Securities Act of 1933, as amended, which disclosure is hereby incorporated by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number |
Description | |
| 1.1 | Underwriting Agreement, dated September 19, 2014, by and among Chatham Lodging Trust, Chatham Lodging, L.P. and Barclays Capital Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated and UBS Securities LLC | |
| 5.1 | Opinion of Venable LLP | |
| 8.1 | Tax Opinion of Hunton & Williams LLP | |
| 23.1 | Venable LLP Consent (included in Exhibit 5.1) | |
| 23.2 | Hunton & Williams LLP Consent (included in Exhibit 8.1) | |
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 hereunto duly authorized.
| CHATHAM LODGING TRUST (Registrant) | ||||||
| Date: September 24, 2014 | By: | /s/ Dennis M. Craven | ||||
| Dennis M. Craven | ||||||
| Executive Vice President and Chief Financial Officer | ||||||
EXHIBIT INDEX
| Exhibit Number |
Description | |
| 1.1 | Underwriting Agreement, dated September 19, 2014, by and among Chatham Lodging Trust, Chatham Lodging, L.P. and Barclays Capital Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated and UBS Securities LLC | |
| 5.1 | Opinion of Venable LLP | |
| 8.1 | Tax Opinion of Hunton & Williams LLP | |
| 23.1 | Venable LLP Consent (included in Exhibit 5.1) | |
| 23.2 | Hunton & Williams LLP Consent (included in Exhibit 8.1) | |