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): December 13, 2012
LASALLE HOTEL PROPERTIES
(Exact name of registrant as specified in its charter)
| Maryland | 1-14045 | 36-4219376 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||
3 Bethesda Metro Center
Suite 1200
Bethesda, Maryland 20814
(Address of principal executive offices)
Registrant’s telephone number, including area code: (301) 941-1500
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)) |
ITEM 8.01. OTHER EVENTS.
On December 13, 2012, LaSalle Hotel Properties (the “Company”) and LaSalle Hotel Operating Partnership, L.P., for which the Company is the general partner, entered into an underwriting agreement (the “Underwriting Agreement”) with Citigroup Global Markets Inc. and Raymond James & Associates, Inc., as the representatives of the several underwriters named on Schedule A thereto, relating to the issuance and sale of 9,200,000 shares (including 1,200,000 shares issued pursuant to the underwriters’ option to purchase additional shares) of the Company’s common shares of beneficial interest, par value $0.01 per share (the “Shares”), at a public offering price of $23.70 per share. The Company expects to receive net proceeds from this offering, after deducting the underwriting discount and other estimated offering expenses payable by the Company, of approximately $209.2 million.
The Shares will be issued pursuant to the Company’s registration statement on Form S-3 (File No. 333-185081), which was effective upon filing with the Securities and Exchange Commission on November 21, 2012.
The offering closed on December 19, 2012.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits.
| Exhibit Number | Description | |
| 1.1 | Underwriting Agreement, dated as of December 13, 2012, among LaSalle Hotel Properties, LaSalle Hotel Operating Partnership, L.P. and Citigroup Global Markets Inc. and Raymond James & Associates, Inc., as representatives of the several underwriters named therein | |
| 5.1 | Opinion of Hunton & Williams LLP regarding legality of the shares | |
| 8.1 | Opinion of Hunton & Williams LLP, dated November 20, 2012, regarding certain tax matters (incorporated herein by reference to Exhibit 8.1 to the Registration Statement on Form S-3 (File No. 333-185081) filed with the Securities and Exchange Commission on November 21, 2012) | |
| 23.1 | Consent of Hunton & Williams LLP (included in Exhibit 5.1 and Exhibit 8.1) | |
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.
| Dated: December 19, 2012 | LASALLE HOTEL PROPERTIES | |
| BY: | /s/ Bruce A. Riggins | |
| Bruce A. Riggins | ||
| Chief Financial Officer, Executive Vice President and Secretary | ||
EXHIBIT INDEX
| Exhibit Number | Description | |
| 1.1 | Underwriting Agreement, dated as of December 13, 2012, among LaSalle Hotel Properties, LaSalle Hotel Operating Partnership, L.P. and Citigroup Global Markets Inc. and Raymond James & Associates, Inc., as representatives of the several underwriters named therein | |
| 5.1 | Opinion of Hunton & Williams LLP regarding legality of the shares | |
| 8.1 | Opinion of Hunton & Williams LLP, dated November 20, 2012, regarding certain tax matters (incorporated herein by reference to Exhibit 8.1 to the Registration Statement on Form S-3 (File No. 333-185081) filed with the Securities and Exchange Commission on November 21, 2012) | |
| 23.1 | Consent of Hunton & Williams LLP (included in Exhibit 5.1 and Exhibit 8.1) | |