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): October 23, 2013
Carey Watermark Investors Incorporated
(Exact Name of Registrant as Specified in its Charter)
Maryland
(State or Other Jurisdiction of Incorporation)
000-54263 | | 26-2145060 |
(Commission File Number) | | (IRS Employer Identification No.) |
50 Rockefeller Plaza, New York, NY | | 10020 | |
(Address of Principal Executive Offices) | | (Zip Code) | |
Registrant’s telephone number, including area code: (212) 492-1100
(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 (see General Instruction A.2. below):
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))
Item 1.01 Entry into a Material Definitive Agreement
The information set forth under Item 2.01 of this Current Report on Form 8-K (the “Report”) is incorporated herein by reference.
Item 2.01 Completion of Acquisition or Disposition of Assets
On October 23, 2013, a wholly-owned subsidiary of Carey Watermark Investors Incorporated (“CWI”) completed the acquisition of the Hawks Cay Resort from BH/NV Hawks Cay Property Holdings, LLC, an unaffiliated third party. The resort includes 177 resort guest rooms and a resort residential management program that includes over 250 two-, three- and four-bedroom villas. Hawks Cay is located on Duck Key in the Florida Keys. CWI’s investment in the property is approximately $150.4 million in the aggregate, including a $133.8 million purchase price and $16.6 million of planned capital improvements and acquisition-related costs. The hotel and the resort residential program will be managed by Pyramid Hotel Group, an unaffiliated third party.
In connection with the acquisition, CWI obtained $79.0 million in non-recourse, interest-only debt financing, with an annual interest rate effectively fixed at 5.74% and a maturity date of November 6, 2016.
The foregoing descriptions do not purport to be complete and are subject to, and qualified in their entirety by, reference to the Purchase and Sale Agreement, by and between BH/NV Hawks Cay Property Holdings, LLC and CWI Keys Hotel, LLC, dated as of August 16, 2013, as amended. Copies of the agreement and the amendments thereto are filed hereto as Exhibits 10.1, 10.2 and 10.3 and are incorporated herein by reference.
Item 9.01 - Financial Statements and Exhibits.
(a) and (b)
Pursuant to Items 9.01(a) and (b) of Form 8-K, the registrant hereby undertakes to file any financial statements required to be filed in response to Item 2.01 of Form 8-K through an amendment to this Report within 71 days after the date that this Report is filed.
(d) Exhibits
Exhibit No. | Description |
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10.1 | Purchase and Sale Agreement, dated as of August 16, 2013, by and between BH/NV Hawks Cay Property Holdings, LLC and CWI Keys Hotel, LLC. |
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10.2 | Letter Agreement to Purchase and Sale Agreement, dated as of August 29, 2013, by and between BH/NV Hawks Cay Property Holdings, LLC and CWI Keys Hotel, LLC. |
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10.3 | First Amendment to Purchase and Sale Agreement, dated as of September 25, 2013, by and between BH/NV Hawks Cay Property Holdings, LLC and CWI Keys Hotel, LLC. |
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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, thereunto duly authorized.
| | Carey Watermark Investors Incorporated |
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Date: October 29, 2013 | | By: | /s/ Catherine D. Rice |
| | | Catherine D. Rice |
| | | Chief Financial Officer |
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