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): June 5, 2019
CHESAPEAKE LODGING TRUST
(Exact name of Registrant as specified in its charter)
Maryland | 001-34572 | 27-0372343 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
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4300 Wilson Boulevard, Suite 625, Arlington, VA | 22203 | |||
(Address of principal executive offices) | (Zip Code) |
Registrants telephone number, including area code: (571) 349-9450
Not Applicable
(Former name or former address, if changed since 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)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class |
Trading Symbol |
Name of Exchange On Which Registered |
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Common Shares of Beneficial Interest, $.01 par value | CHSP | New York Stock Exchange |
Item 8.01. |
Other Events. |
On June 5, 2019, Chesapeake Lodging Trust, a Maryland real estate investment trust (the Trust), issued a press release, a copy of which is attached as Exhibit 99.1 and incorporated herein by reference, announcing that the Trusts board of trustees has cancelled the 2019 Annual Meeting of Shareholders previously scheduled for June 19, 2019.
Item 9.01. |
Financial Statements and Exhibits. |
(d) Exhibits.
Exhibit Number |
Description |
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99.1 | Press release, dated June 5, 2019. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: June 5, 2019 | CHESAPEAKE LODGING TRUST | |||||
By: |
/s/ Graham J. Wootten |
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Graham J. Wootten | ||||||
Senior Vice President and Chief Accounting Officer |
Exhibit 99.1
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PRESS RELEASE For Immediate Release Contact: Douglas W. Vicari (571) 349-9452 |
CHESAPEAKE LODGING TRUST TO CANCEL
2019 ANNUAL MEETING OF SHAREHOLDERS
ARLINGTON, VA, June 5, 2019 Chesapeake Lodging Trust (NYSE:CHSP) today announced that its board of trustees has cancelled the Trusts 2019 Annual Meeting of Shareholders previously scheduled for June 19, 2019.
On May 6, 2019, the Trust announced that it entered into a definitive merger agreement pursuant to which the Trust would merge with a subsidiary of Park Hotels & Resorts Inc. (NYSE:PK). The merger is subject to approval by the Trusts shareholders and other customary closing conditions and is expected to close in late third quarter or early fourth quarter of 2019. The Trust expects that the current members of its board of trustees will continue as trustees until the completion of the merger. The Trust will publicly announce the date and time of the special shareholders meeting to vote upon the proposed merger once it is determined by the board of trustees.
ABOUT CHESAPEAKE LODGING TRUST
Chesapeake Lodging Trust is a self-advised lodging real estate investment trust (REIT) focused on investments primarily in upper-upscale hotels in major business and convention markets and, on a selective basis, premium select-service hotels in urban settings or unique locations in the United States. The Trust owns 20 hotels with an aggregate of 6,288 rooms in eight states and the District of Columbia. Additional information can be found on the Trusts website at www.chesapeakelodgingtrust.com .
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PRESS RELEASE For Immediate Release Contact: Douglas W. Vicari (571) 349-9452 |
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This communication contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements generally include statements regarding the potential transaction between Park and Chesapeake, including statements regarding the expected timetable for completing the potential transaction. These statements are often, but not always, made through the use of words or phrases such as believe, expect, anticipate, should, plan, will, may, intend, estimate, aim, target, predict, project, seek, would, could, continue, possible, potential and similar expressions. All such forward-looking statements are based on current expectations of Parks and Chesapeakes management and therefore involve estimates and assumptions that are subject to risks, uncertainties and other factors that could cause actual results to differ materially from the results expressed in the statements. Key factors that could cause actual results to differ materially from those projected in the forward-looking statements include the ability to obtain the requisite approval of Chesapeakes shareholders; uncertainties as to the timing to consummate the potential transaction; the risk that a condition to closing the potential transaction may not be satisfied; the risk that regulatory approvals are not obtained or are obtained subject to conditions that are not anticipated by the parties; the effects of disruption to Parks or Chesapeakes respective businesses; the effect of this communication on Parks or Chesapeakes share prices; the effects of industry, market, economic, political or regulatory conditions outside of Parks or Chesapeakes control; transaction costs; Parks ability to achieve the synergies and value creation contemplated by the potential transaction; Parks ability to promptly, efficiently and effectively integrate acquired operations into its own operations; and the diversion of management time on transaction-related issues. Other factors are described in Parks and Chesapeakes respective filings with the SEC, including Parks and Chesapeakes most recent Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. Park and Chesapeake assume no obligation to update any forward-looking statements, except as required by law. Readers are cautioned not to place undue reliance on these forward-looking statements that speak only as of the date hereof.
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PRESS RELEASE For Immediate Release Contact: Douglas W. Vicari (571) 349-9452 |
ADDITIONAL INFORMATION ABOUT THE PROPOSED TRANSACTION AND WHERE TO FIND IT
In connection with the proposed transaction, Park intends to file with the SEC a registration statement on Form S-4 that will include a proxy statement of Chesapeake and also constitutes a prospectus of Park. Park and Chesapeake also plan to file other relevant documents with the SEC regarding the proposed transaction. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. A definitive proxy statement/prospectus will be sent to Chesapeakes shareholders. Investors may obtain a free copy of the proxy statement/prospectus (if and when it becomes available) and other relevant documents filed by Park and Chesapeake with the SEC at the SECs website at www.sec.gov. Copies of the documents filed by Park with the SEC will be available free of charge on Parks website at http://www.pkhotelsandresorts.com or by contacting Parks Investor Relations at (571) 302-5591. Copies of the documents filed by Chesapeake with the SEC will be available free of charge on Chesapeakes website at http://www.chesapeakelodgingtrust.com or by contacting Chesapeakes Investor Relations at (571) 349-9452.
Chesapeake and its respective trustees and executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction. Information about trustees and executive officers of Chesapeake is available in the proxy statement for its 2019 Annual Meeting, which was filed with the SEC on April 30, 2019. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the proxy statement/prospectus and other relevant materials filed with the SEC regarding the proposed transaction when they become available. Investors should read the proxy
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PRESS RELEASE For Immediate Release Contact: Douglas W. Vicari (571) 349-9452 |
statement/prospectus carefully before making any voting or investment decisions when it becomes available. Investors may obtain free copies of these documents from Park or Chesapeake using the sources indicated above.
This communication and the information contained herein shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the U.S. Securities Act of 1933, as amended.