Attached files
| file | filename |
|---|---|
| EX-5.1 - EXHIBIT 5.1 - HERSHA HOSPITALITY TRUST | ex5_1.htm |
| EX-1.1 - EXHIBIT 1.1 - HERSHA HOSPITALITY TRUST | ex1_1.htm |
| EX-99.1 - EXHIBIT 99.1 - HERSHA HOSPITALITY TRUST | ex99_1.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): January 14,
2010
HERSHA
HOSPITALITY TRUST
(Exact
name of registrant as specified in its charter)
|
Maryland
|
001-14765
|
251811499
|
|
(State
or other jurisdiction of incorporation)
|
(Commission
File Number)
|
(IRS
Employer Identification No.)
|
44
Hersha Drive
Harrisburg,
Pennsylvania 17102
(Address
and zip code of
principal
executive offices)
Registrant’s
telephone number, including area code: (717)
236-4400
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 Instructions 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))
|
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£
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Pre-commencement communications
pursuant to Rule 13e4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item 1.01. Entry Into a Material Definitive
Agreement
On
January 14, 2010, Hersha Hospitality Trust, a Maryland real estate investment
trust (the “Company”), and Hersha Hospitality Limited Partnership, the Company’s
operating partnership (the “Operating Partnership”), entered into an
underwriting agreement with Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Raymond James & Associates, Inc. and UBS Securities LLC, as
representatives of the underwriters named in the underwriting agreement (the
“Underwriting Agreement”). The underwriting agreement contains
customary representations, warranties and agreements, conditions to closing,
indemnification rights and obligations of the parties and termination
provisions. A copy of the Underwriting Agreement is attached to this
Current Report on Form 8-K as Exhibit 1.1 and is
incorporated herein by reference.
The Underwriting Agreement has been
included as an exhibit to this Current Report to provide potential
investors and current holders of the Company’s securities with information
regarding the terms of such agreement. The Underwriting Agreement is not
intended to provide any other factual information about the Company, the
Operating Partnership or any of their respective subsidiaries or
affiliates. The representations, warranties and covenants contained
in the Underwriting Agreement were made only for purposes of such agreement,
were made as of specific dates and were made solely for the benefit of the
parties to the Underwriting Agreement. The representations,
warranties and covenants contained in the Underwriting Agreement may be subject
to limitations agreed upon by the contracting parties and may be subject to
standards of materiality applicable to the contracting parties that differ from
those applicable to potential investors and current holders of the Company’s
securities. Investors should not rely on the representations, warranties and
covenants contained in the Underwriting Agreement as characterizations of the
actual state of facts or condition of the Company, the Operating Partnership or
any of their respective subsidiaries or affiliates. Moreover, information
concerning the subject matter of the representations, warranties and covenants
contained in the Underwriting Agreement may change after the date of the
Underwriting Agreement or the specific date as to which such representations,
warranties and covenants have been made (if different from the date of the
Underwriting Agreement). Any subsequent information may or may not be
fully reflected in the Company’s public disclosures.
Item
7.01 Regulation
FD Disclosure
On
January 21, 2010, the Company issued a press release announcing the closing of
the public offering contemplated by the Underwriting Agreement described in Item
1.01 above. A copy of this press release is furnished as Exhibit 99.1
to this Current Report on Form 8-K.
The
information furnished with this report shall not be deemed to be “filed” for
purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), or otherwise subject to the liability of that section, and
shall not be deemed incorporated by reference in any filing under the Securities
Act of 1933, as amended (the “Securities Act”), or the Exchange Act, regardless
of any general incorporation by reference language contained therein, except as
shall be expressly set forth by specific reference in such filing.
Item
9.01 Financial
Statements and Exhibits
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(d)
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Exhibits.
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Underwriting
Agreement, dated January 14, 2010.
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Opinion
of Hunton & Williams LLP regarding the legality of the securities,
dated January 21, 2010.
|
|
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Press
release issued on January 21,
2010.
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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 thereunto
duly authorized.
|
HERSHA
HOSPITALITY TRUST
|
||
|
Date: January
21, 2010
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By:
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/s/ Ashish R. Parikh |
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Ashish R. Parikh
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Chief Financial Officer
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