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): August 1, 2008
Morgans Hotel Group Co.
(Exact name of registrant as specified in its charter)
Delaware | 001-33738 | 16-1736884 | ||
(State or other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
475 Tenth Avenue New York, NY | 10018 | |
(Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code:(212) 277-4100
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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Hard Rock Intercompany Land Purchase
On August 1, 2008, HRHH Development Transferee, LLC, a subsidiary of Hard Rock Hotel Holdings, LLC (“Holdings”), a joint venture between Morgans Hotel Group Co. (the “Company”) and Morgans Group LLC, the operating company through which the Company conducts its business (together with the Company, the “Morgans Parties”), and DLJ MB IV HRH, LLC (“DLJ”), DLJ Merchant Banking Partners IV, L.P. and DLJMB HRH VoteCo, LLC (together, the “DLJMB Parties”), obtained a loan (the “Loan”) to finance $50 million of the $110 million necessary to purchase an 11-acre parcel of land located adjacent to the Hard Rock Hotel & Casino from HRHH Development, LLC, another subsidiary of Holdings. The Loan becomes due and payable no later than the maturity date of August 9, 2009, subject to two six-month extension options, and is subject to acceleration upon the occurrence of events of default, as set forth in the loan agreement. NorthStar Realty Finance Corp. is a participant lender in the Loan. In connection with the Loan, Morgans Group LLC, together with DLJ, as guarantors, entered into a non-recourse carve-out Guaranty Agreement (the “Guaranty”) in favor of Column Financial, Inc., the lender.
As a result of the contributions by the DLJMB Parties, the Company holds approximately a 20.6% ownership interest in Holdings as of August 1, 2008.
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.
MORGANS HOTEL GROUP CO. | ||||
Date: August 6, 2008 | By: | /s/ Richard Szymanski | ||
Richard Szymanski Chief Financial Officer |
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