Pebblebrook Hotel Trust Files 8-K

TL;DR

PEB filed an 8-K on 9/18/24 for a material agreement. Details TBD.

AI Summary

Pebblebrook Hotel Trust (PEB) entered into a material definitive agreement on September 18, 2024. The filing also includes other events and financial statements/exhibits. Specific details of the agreement are not provided in this excerpt.

Why It Matters

This 8-K filing indicates a significant event for Pebblebrook Hotel Trust, potentially involving a new material definitive agreement that could impact its business operations and financial standing.

Risk Assessment

Risk Level: medium — Material definitive agreements can introduce new risks or opportunities, but the lack of specific details in this excerpt makes it difficult to assess the precise risk level.

Key Players & Entities

• Pebblebrook Hotel Trust (company) — Registrant
• September 18, 2024 (date) — Date of Earliest Event Reported

FAQ

Key Financial Figures

• $0.01 — nge on which registered Common Shares, $0.01 par value per share PEB New York Stock
• $350 million — idiary of the Operating Partnership, of $350 million aggregate principal amount of their sen
• $253.3 m — offering as follows: (i) with at least $253.3 million, to pay down in whole or in part
• $87.4 m — i) with the balance, which may be up to $87.4 million, to pay down part of one or more

Filing Documents

• peb-20240918.htm (8-K) — 41KB
• a091824debtamendmentex101.htm (EX-10.1) — 112KB
• a092324seniornoteofferingp.htm (EX-99.1) — 7KB
• image0a25.jpg (GRAPHIC) — 24KB
• 0001474098-24-000113.txt ( ) — 393KB
• peb-20240918.xsd (EX-101.SCH) — 3KB
• peb-20240918_def.xml (EX-101.DEF) — 17KB
• peb-20240918_lab.xml (EX-101.LAB) — 31KB
• peb-20240918_pre.xml (EX-101.PRE) — 18KB
• peb-20240918_htm.xml (XML) — 6KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. On September 18, 2024, Pebblebrook Hotel Trust (the " Company ") and others amended the Fifth Amended and Restated Credit Agreement, dated as of October 13, 2022, among Pebblebrook Hotel, L.P., as borrower (the " Operating Partnership "), as the borrower, the Company, as the parent REIT and a guarantor, certain subsidiaries of the borrower, as guarantors, Bank of America, N.A., as administrative agent and L/C issuer (" BofA "), and the other lenders party (as amended by the First Amendment to Fifth Amended and Restated Credit Agreement, dated January 3, 2024, the " Primary Credit Agreement "). The Company, the Operating Partnership, BofA, and each lender under the Primary Credit Agreement entered into the Second Amendment to Fifth Amended and Restated Credit Agreement (the " Second Amendment ") to modify the Primary Credit Agreement's Section 7.09 and definition of "Negative Pledge" to permit and facilitate the issuance of and performance under the senior notes of the Operating Partnership and PEB Finance Corp., one of the Operating Partnership's wholly owned subsidiaries, being offered in a private placement by the Operating Partnership and PEB Finance Corp. The foregoing description of the Second Amendment does not purport to be complete and is qualified in its entirety by reference to the Second Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and hereby incorporated herein by reference.

01. Other Events

Item 8.01. Other Events. On September 23, 2024, the Company issued a press release announcing the launch of the private placement by the Operating Partnership and PEB Finance Corp., a wholly owned subsidiary of the Operating Partnership, of $350 million aggregate principal amount of their senior notes due 2029 (the " Notes "). The Operating Partnership intends to use the net proceeds from the offering as follows: (i) with at least $253.3 million, to pay down in whole or in part one or more of the Operating Partnership's unsecured term loans and (ii) with the balance, which may be up to $87.4 million, to pay down part of one or more of the Operating Partnership's other unsecured term loans and/or repurchase a portion of the convertible senior notes of the Company. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and hereby incorporated herein by reference. This Current Report on Form 8-K does not constitute either an offer to sell or the solicitation of an offer to buy the Notes or any other securities of any entity and shall not constitute an offer, solicitation or sale of the Notes or any other security in any jurisdiction in which such offering, solicitation or sale would be unlawful. The Notes being offered in the offering will not be and have not been registered under the Securities Act of 1933, as amended (the " Securities Act "), and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act.

Forward-Looking Statements

Forward-Looking Statements This Report, including Exhibit 99.1, contains "forward-looking statements" within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. These statements are based upon management's current expectations, beliefs, assumptions and estimates, and on information currently available to us, all of which are subject to change, and are not guarantees of timing, future results or performance. Statements regarding the intended use of proceeds, including the suggestions that the private placement of the Notes will price and close, are forward-looking statements. These forward-looking statements involve certain risks and uncertainties and other factors that could cause actual results to differ materially from those indicated in such forward-looking statements, as discussed further in the press release filed as Exhibit 99.1 to this Current Report on Form 8-K ete and is qualified in its entirety by reference to the copy of such amendment filed as Exhibit 10.1 to this Current Report on Form 8-K.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 10.1 Second Amendment to Fifth Amended and Restated Credit Agreement, dated as of September 18, 2024, among Pebblebrook Hotel, L.P., as the borrower, Pebblebrook Hotel Trust, as the parent REIT and a guarantor, Bank of America, N.A., as administrative agent and L/C issuer, and the other lenders party thereto. 99.1 Press release, issued September 23, 2024, regarding the launch of the Notes private placement. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

SIGNATURES 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. PEBBLEBROOK HOTEL TRUST September 23, 2024 By: /s/ Raymond D. Martz Name: Raymond D. Martz Title: Co-President, Chief Financial Officer, Treasurer and Secretary

View Full Filing

View this 8-K filing on SEC EDGAR