RLJ Lodging Trust Files 8-K: Material Definitive Agreement

TL;DR

RLJ Lodging Trust signed a big deal, filing an 8-K today.

AI Summary

RLJ Lodging Trust entered into a Material Definitive Agreement on August 23, 2024. The filing is a Form 8-K, indicating a significant event for the company. Specific details of the agreement are not provided in this excerpt, but it is classified under 'Entry into a Material Definitive Agreement' and 'Financial Statements and Exhibits'.

Why It Matters

This filing signals a significant contractual development for RLJ Lodging Trust, which could impact its financial position and future operations.

Risk Assessment

Risk Level: medium — The filing indicates a material definitive agreement, which could carry significant financial implications, but the specifics are not detailed in this excerpt.

Key Numbers

• 001-35169 — SEC File Number (Commission File Number for RLJ Lodging Trust)
• 27-4706509 — IRS Number (IRS Employer Identification No. for RLJ Lodging Trust)

Key Players & Entities

• RLJ Lodging Trust (company) — Registrant
• August 23, 2024 (date) — Date of earliest event reported
• 301-280-7777 (phone_number) — Registrant's Telephone Number
• 7373 Wisconsin Avenue, Suite 1500 (address) — Principal Executive Offices
• Bethesda, Maryland (location) — Principal Executive Offices Location

FAQ

Key Financial Figures

• $0.01 — hares of beneficial interest, par value $0.01 per share RLJ New York Stock Exchange
• $150,000,000 — issue and sell from time to time up to $150,000,000 aggregate gross proceeds of the Company

Filing Documents

• tm2422371d1_8k.htm (8-K) — 35KB
• tm2422371d1_ex1-1.htm (EX-1.1) — 660KB
• tm2422371d1_ex5-1.htm (EX-5.1) — 29KB
• tm2422371d1_ex5-1img001.jpg (GRAPHIC) — 10KB
• 0001104659-24-092492.txt ( ) — 1047KB
• rlj-20240823.xsd (EX-101.SCH) — 3KB
• rlj-20240823_lab.xml (EX-101.LAB) — 33KB
• rlj-20240823_pre.xml (EX-101.PRE) — 22KB
• tm2422371d1_8k_htm.xml (XML) — 4KB

01

Item 1.01 Entry into a Material Definitive Agreement. On August 23, 2024, RLJ Lodging Trust (the "Company") and RLJ Lodging Trust, L.P. (the "Operating Partnership"), of which the Company is the sole general partner, entered into an at-the-market equity distribution agreement (the "Equity Distribution Agreement") with each of Wells Fargo Securities, LLC, BofA Securities, Inc., Capital One Securities, Inc., Robert W. Baird & Co. Incorporated, Jefferies LLC, Regions Securities LLC, TD Securities (USA) LLC, Truist Securities, Inc. and Raymond James & Associates, Inc., each as sales agent, Forward Seller (as defined below) (except with respect to Capital One Securities, Inc.) and/or principal (in any such relevant capacity, each an "Agent" and, collectively, the "Agents"), and the Forward Purchasers (as defined below), pursuant to which the Company may issue and sell from time to time up to $150,000,000 aggregate gross proceeds of the Company's common shares of beneficial interest, par value $0.01 per share ("Shares").In addition to the issuance and sale of Shares by the Company through the Agents, the Company and the Operating Partnership entered into forward sale agreements with each of Wells Fargo Bank, National Association, Bank of America, N.A., Robert W. Baird & Co. Incorporated, Jefferies LLC, Regions Securities LLC, The Toronto-Dominion Bank, Truist Bank and Raymond James & Associates, Inc., each as forward purchaser (in such capacity, each a "Forward Purchaser" and, collectively, the "Forward Purchasers" and, the Agents, when acting as agents for the Forward Purchasers, each a "Forward Seller" and, collectively, the "Forward Sellers" (except with respect to Capital One Securities, Inc., which will not act as an agent for a Forward Purchaser)). In connection with each particular forward sale agreement, the relevant Forward Purchaser will borrow from third parties and, through the relevant Forward Seller, sell a number of Shares equal to the number of Shares u

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits (d) Exhibits. Exhibit Number Description 1.1* Equity Distribution Agreement, dated August 23, 2024, by and among the Company, the Operating Partnership, the Agents party thereto and the Forward Purchasers party thereto 5.1 Opinion of Hogan Lovells US LLP regarding the legality of the Shares 23.1 Consent of Hogan Lovells US LLP (included in Exhibit 5.1) 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) * Certain of the exhibits and schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5). The registrant agrees to furnish a copy of all omitted exhibits and schedules to the SEC upon its request.

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. RLJ LODGING TRUST Date: August 23, 2024 By: /s/ Leslie D. Hale Leslie D. Hale President and Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR