LaSalle Hotel Properties | ||
(Name of Issuer) | ||
Common Stock, par value $0.01 per share | ||
(Title of Class of Securities) | ||
517942108 | ||
(CUSIP Number) | ||
Christopher M. McLean HG Vora Capital Management, LLC 330 Madison Avenue, 20th Floor New York, NY 10017 (212) 707-4300 | ||
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) Copy to: Jeffrey R. Katz Ropes & Gray LLP Prudential Tower 800 Boylston Street Boston, MA 02199 (617) 951-7072 | ||
August 22, 2018 | ||
(Date of Event Which Requires Filing of this Statement) |
(1) | NAME OF REPORTING PERSON: HG Vora Capital Management, LLC |
(2) | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) | ☐ |
(b) | ☐ |
(3) | SEC USE ONLY |
(4) | SOURCE OF FUNDS: WC |
(5) | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ☐ |
(6) | CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | (7) | SOLE VOTING POWER: 9,000,000 | |||||
(8) | SHARED VOTING POWER: 0 | ||||||
(9) | SOLE DISPOSITIVE POWER: 9,000,000 | ||||||
(10) | SHARED DISPOSITIVE POWER: 0 | ||||||
(11) | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 9,000,000 |
(12) | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐ |
(13) | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 8.2% |
(14) | TYPE OF REPORTING PERSON: OO (Delaware limited liability company) |
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Item 4. | Purpose of Transaction. |
Item 5. | Interest in Securities of the Issuer |
1. | Manager - 9,000,000 shares of common stock, which represents 8.2% of the Issuer's outstanding Common Stock. |
Trade Date | Shares Purchased/(Sold) | Avg. Price of Shares Purchased/Sold | |
7/23/2018 | (1,000,000) | 35.06 |
Item 7. | Material to be Filed as Exhibits. |
2 of 4 |
HG VORA CAPITAL MANAGEMENT, LLC | |||
By: | /s/ Parag Vora | ||
Name: | Parag Vora | ||
Title: | Managing Member |
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Exhibit 1
August 22, 2018
Mr. Michael Barnello
Ms. Denise Coll
Mr. Jeffrey Foland
Mr. Darryl Hartley-Leonard
Mr. Jeff Martin
Mr. Stuart Scott
Mr. Donald Washburn
c/o Mr. Kenneth Fuller
Corporate Secretary
LaSalle Hotel Properties
7550 Wisconsin Avenue, 10th floor
Bethesda, MD 20814
Dear Trustees of LaSalle Hotel Properties:
We owned 10.0 million shares or 9.1% of LaSalle Hotel Properties (“LaSalle” or the “Company”) as of the record date for the proposed take-under transaction with affiliates of Blackstone Real Estate Partners VIII (the “Blackstone Transaction”). We intend to vote against the Blackstone Transaction as it does not maximize value for LaSalle shareholders. We believe the revised acquisition offer proposed on August 21, 2018 by Pebblebrook Hotel Trust (“Pebblebrook”) constitutes a Superior Proposal under the Agreement and Plan of Merger among the Company and Blackstone. For the avoidance of doubt, our vote against the Blackstone Transaction is not an endorsement of your standalone plan. We again strongly encourage you to negotiate a merger transaction with Pebblebrook or obtain an equivalent offer from Blackstone as opposed to requesting your shareholders vote between two clearly inferior outcomes.
Sincerely,
Parag Vora