Pebblebrook Hotel Trust Files 8-K

TL;DR

PEB filed an 8-K on Oct 3rd - material agreement entered, more details to come.

AI Summary

On October 3, 2024, Pebblebrook Hotel Trust (PEB) entered into a material definitive agreement. The filing also includes other events and financial statements/exhibits. Specific details of the agreement and financial implications are not provided in this excerpt.

Why It Matters

This 8-K filing indicates a significant event for Pebblebrook Hotel Trust, potentially impacting its financial structure or operations, though specific details are not yet disclosed.

Risk Assessment

Risk Level: medium — The filing indicates a material definitive agreement, which could have significant financial implications, but the lack of specific details in this excerpt necessitates a medium risk assessment.

Key Players & Entities

• Pebblebrook Hotel Trust (company) — Registrant
• October 3, 2024 (date) — Date of Report

FAQ

Key Financial Figures

• $0.01 — nge on which registered Common Shares, $0.01 par value per share PEB New York Stock
• $400 million — ry of the Operating Partnership, issued $400 million aggregate principal amount of their 6.3
• $390.0 m — he Private Placement were approximately $390.0 million, after deducting the initial purc
• $353.3 million — acement, the Operating Partnership used $353.3 million of the net proceeds to pay down three o
• $210.0 million — r 2024 (" Term Loan 2024 "); (ii) repay $210.0 million of the principal balance (and pay the i
• $100.0 million — 5 (" Term Loan 2025 "); and (iii) repay $100.0 million of the principal balance of its term lo
• $0 — s as of October 3, 2024 are as follows: $0 on Term Loan 2024, $200.0 million on Te
• $200.0 million — 4 are as follows: $0 on Term Loan 2024, $200.0 million on Term Loan 2025 and $360.0 million on
• $360.0 million — 4, $200.0 million on Term Loan 2025 and $360.0 million on Term Loan 2027. Forward-Looking Sta

Filing Documents

• peb-20241003.htm (8-K) — 52KB
• a100324srnotesindentureex41.htm (EX-4.1) — 1252KB
• a100324srnotesindentureex9.htm (EX-99.1) — 7KB
• image0a25.jpg (GRAPHIC) — 24KB
• 0001474098-24-000120.txt ( ) — 1736KB
• peb-20241003.xsd (EX-101.SCH) — 3KB
• peb-20241003_def.xml (EX-101.DEF) — 17KB
• peb-20241003_lab.xml (EX-101.LAB) — 31KB
• peb-20241003_pre.xml (EX-101.PRE) — 18KB
• peb-20241003_htm.xml (XML) — 6KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. 6.375% Senior Secured Notes due 2029 On October 3, 2024, Pebblebrook Hotel, L.P. (the " Operating Partnership "), which is the operating partnership of Pebblebrook Hotel Trust (the " Company "), and PEB Finance Corp. (" Finance Corp. " and, together with the Operating Partnership, the " Issuers "), a wholly owned subsidiary of the Operating Partnership, issued $400 million aggregate principal amount of their 6.375% senior notes due 2029 (the " Notes "). Private Placement and Use of Proceeds The Notes were sold in a private placement (the " Private Placement ") in the United States only to accredited investors pursuant to an exemption from the Securities Act of 1933, as amended (the " Securities Act "), and subsequently resold to persons reasonably believed to be "qualified institutional buyers" pursuant to Rule 144A under the Securities Act and to non-U.S. persons pursuant to Regulation S under the Securities Act. The estimated net proceeds to the Operating Partnership from the Private Placement were approximately $390.0 million, after deducting the initial purchasers' discounts and estimated offering expenses payable by the Operating Partnership. Concurrently with the closing of the Private Placement, the Operating Partnership used $353.3 million of the net proceeds to pay down three of its unsecured terms loans as described under Item 8.01 of this Current Report on Form 8-K. The Operating Partnership will use the balance of the net proceeds to pay down part of one or more of the Operating Partnership's unsecured term loans and/or repurchase a portion of the convertible senior notes of the Company. Indenture and Notes The Notes were issued under an indenture, dated October 3, 2024 (the " Indenture "), among the Issuers, the Company, the subsidiary guarantors party thereto and UMB Bank, National Association, as trustee (the " Trustee "). Maturity and Interest The Notes will mature on December 15, 2029.

01. Other Events

Item 8.01. Other Events. On October 3, 2024, the Operating Partnership used approximately $353.3 million of the net proceeds from the Private Placement to (i) repay the entire principal balance (and pay the interest accrued thereon) of its term loan that was to have matured in October 2024 (" Term Loan 2024 "); (ii) repay $210.0 million of the principal balance (and pay the interest accrued thereon) of its term loan that will mature in October 2025 (" Term Loan 2025 "); and (iii) repay $100.0 million of the principal balance of its term loan that will mature in October 2027 (" Term Loan 2027 "). As a result of the repayments, the principal amounts outstanding on the three term loans as of October 3, 2024 are as follows: $0 on Term Loan 2024, $200.0 million on Term Loan 2025 and $360.0 million on Term Loan 2027.

Forward-Looking Statements

Forward-Looking Statements This Current Report on Form 8-K 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 amount of net proceeds and the intended use of the remaining net proceeds are forward-looking statements. These risks and uncertainties include, but are not limited to, the state of the U.S. economy and other factors as are described in greater detail in the Company's filings with the Securities and Exchange Commission, including, without limitation, the Company's Annual Report on Form 10-K for the year ended December 31, 2023. Unless legally required, the Company disclaims any obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 4.1 Indenture, dated October 3, 2024, among Pebblebrook Hotel, L.P., PEB Finance Corp., Pebblebrook Hotel Trust, the subsidiary guarantors party thereto and UMB Bank, National Association, as trustee. 4.2 Form of 6.375% Senior Secured Note due 2029 (included in Indenture in Exhibit 4.1). 99.1 Press release, issued October 3, 2024, regarding the closing 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 October 3, 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