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): MARCH 2, 2005
HERSHA HOSPITALITY TRUST
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
MARYLAND 001-14765 251811499
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
510 WALNUT STREET, 9TH FLOOR
PHILADELPHIA, PENNSYLVANIA 19106
(Address and zip code of
principal executive offices)
Registrant's telephone number, including area code: (215) 238-1046
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 Instructions A.2. below):
[ ] 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 13e4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
AGREEMENT TO ACQUIRE SPRINGHILL SUITES WILLIAMSBURG, VIRGINIA
On March 2, 2005, Hersha Hospitality Limited Partnership (HHLP), the
operating partnership subsidiary of Hersha Hospitality Trust (HT), entered into
a LLC Membership Interests Purchase Agreement ("Agreement") with Pushpa H.
Thakkar, Bharti D. Desai, Malay H. Thakkar, Kush H. Thakkar, Neel D. Desai and
Tejal D. Desai ("Sellers"), members of LTD Associates One, LLC, in connection
with the sale and purchase of membership interests in LTD Associates One, LLC,
("Owner"), the owner of SpringHill Suites Williamsburg, Virginia. The following
brief description of the Agreement is qualified in its entirety by reference to
the full text of the Agreement, a copy of which is attached hereto as Exhibit
10.1.
The Agreement provides that HHLP will purchase 75% of the membership
interests in the Owner for a purchase price of approximately $6,375,000, which
reflects a total valuation of $14.5 million and $6 million of indebtedness
secured by the property. The Agreement also provides that HHLP will have a
preferred equity position in the Owner and that LTD Management Company will
continue to manage the hotel. The anticipated closing date is March 31, 2005.
The Agreement specifies the following conditions to closing:
- The franchisor must approve the transfer of the franchise license to
an entity ("Lessee") that will be owned 75% by HHLP and 25% by
Sellers, which Lessee will enter into a percentage lease with the
Owner and lease the property from the Owner.
- The lender must approve the transfer of the interests in the Owner to
HHLP.
- The Sellers' representations and warranties must be true and correct
as of closing.
AGREEMENT TO ACQUIRE RESIDENCE INN WILLIAMSBURG, VIRGINIA
On March 2, 2005, HHLP entered into a LLC Membership Interests Purchase
Agreement ("Agreement") with Pushpa H. Thakkar, Bharti D. Desai, Malay H.
Thakkar, Kush H. Thakkar, Neel D. Desai and Tejal D. Desai ("Sellers"), members
of LTD Associates Two, LLC, in connection with the sale and purchase of
membership interests in LTD Associates Two, LLC, ("Owner"), the owner of
Residence Inn Williamsburg, Virginia. The following brief description of the
Agreement is qualified in its entirety by reference to the full text of the
Agreement, a copy of which is attached hereto as Exhibit 10.2.
The Agreement provides that HHLP will purchase 75% of the membership
interests in the Owner for a purchase price of approximately $5,475,000
representing a total valuation of $16 million and $8.7 million loan on the
property. The Agreement also provides that HHLP will have a preferred equity
position in the Owner and that LTD Management Company will continue to manage
the hotel. The anticipated closing date is March 31, 2005.
The Agreement specifies the following conditions to closing:
- The franchisor must approve the transfer of the franchise license to
an entity ("Lessee") that will be owned 75% by HHLP and 25% by
Sellers, which Lessee will enter into a percentage lease with the
Owner and lease the property from the Owner.
- The lender must approve the transfer of the interests in the Owner to
HHLP
- Sellers' representations and warranties must be true and correct as of
closing.
AGREEMENT TO ACQUIRE HAMPTON INN HERALD SQUARE
On March 7, 2005, Hersha Hospitality Limited Partnership ("HHLP") entered
into an agreement with Hasu P. Shah to acquire 100% of the membership interests
in Brisam Hotel LLC, a New York limited liability company ("Owner"), the owner
of the Hampton Inn Herald Square in New York, New York. The purchase price for
the hotel is $31,300,000.00 (which includes the assumption of debt in the amount
of $16,500,000 from Merrill Lynch Capital). HHMLP Herald Square, LLC
("Manager") will continue to manage the hotel. The following brief description
of the Agreement is qualified in its entirety by reference to the full text of
the Agreement, a copy of which is attached hereto as Exhibit 10.3.
Conditions to closing on the acquisition of the Hampton Inn Herald Square
include
- The franchisor (Promus Hotels) must approve (i) the sale of the
membership interests to Purchaser and (ii) the percentage lease
structure whereby, at closing, the Owner shall lease the property to
44 New England Management Company ("Lessee") pursuant to a percentage
lease, and Lessee will enter into a new management agreement with
Manager
- Merrill Lynch Capital must approve (i) the sale of the membership
interests to Purchaser and (ii) the percentage lease structure
whereby, at closing, the Owner shall lease the property to Lessee
pursuant to a percentage lease, and Lessee will enter into a new
management agreement with Manager
- Seller's representations and warranties must be true and correct as of
closing
The seller, Hasu P. Shah, is HT's Chairman of the Board and Chief Executive
Officer.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
Exhibit 10.1 Form of LLC Membership Interests Purchase
Agreement dated as of March 2, 2005 between Pushpa
H. Thakkar, Bharti D. Desai, Malay H. Thakkar,
Kush H. Thakkar, Neel D. Desai, Tejal D. Desai as
Sellers and Hersha Hospitality Limited Partnership
as Purchaser
Exhibit 10.2 Form of LLC Membership Interests Purchase
Agreement dated as of March 2, 2005 between Pushpa
H. Thakkar, Bharti D. Desai, Malay H. Thakkar,
Kush H. Thakkar, Neel D. Desai, Tejal D. Desai as
Sellers and Hersha Hospitality Limited Partnership
as Purchaser
Exhibit 10.3 Form of Contribution Agreement, dated March 7,
2005 between Hasu P. Shah and Hersha Hospitality
Limited Partnership
SIGNATURE
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.
HERSHA HOSPITALITY TRUST
Date: March 7, 2005 By: Ashish R. Parikh
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Ashish R. Parikh
Chief Financial Officer
EXHIBIT INDEX
EXHIBIT DESCRIPTION
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10.1 Form of LLC Membership Interests Purchase Agreement dated as
of March 2, 2005 between Pushpa H. Thakkar, Bharti D. Desai,
Malay H. Thakkar, Kush H. Thakkar, Neel D. Desai, Tejal D.
Desai as Sellers and Hersha Hospitality Limited Partnership
as Purchaser
10.2 Form of LLC Membership Interests Purchase Agreement dated as
of March 2, 2005 between Pushpa H. Thakkar, Bharti D. Desai,
Malay H. Thakkar, Kush H. Thakkar, Neel D. Desai, Tejal D.
Desai as Sellers and Hersha Hospitality Limited Partnership
as Purchaser
10.3 Form of Contribution Agreement, dated March 7, 2005 between
Hasu P. Shah and Hersha Hospitality Limited Partnership