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 31, 2005
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Strategic Hotel Capital, Inc.
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(Exact Name of Registrant as specified in its charter)
Maryland 001-32223 33-1082757
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(State or other jurisdiction (Commission File (IRS Employer
of incorporation) Number) Identification No.)
77 West Wacker Drive, Suite 4600, Chicago, Illinois 60601
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (312) 658-5000
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N/A
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(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):
[ ] 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 1.01 Entry Into a Material Definitive Agreement.
On August 31, 2005, each of SHC Michigan Avenue, LLC and SHC Chopin Plaza, LLC
executed the Amendment to Loan Agreement with German American Capital
Corporation, as lender (the "Amendment to Loan Agreement"). The Amendment to
Loan Agreement amends the Loan Agreement, dated as of April 1, 2005 (the "Loan
Agreement") by, among other things, deleting the definition of "Spread" in the
Loan Agreement in its entirety and instead defining "Spread" as 1.46093750%.
On August 31, 2005, each of SHC Michigan Avenue Mezzanine I, LLC and SHC Chopin
Plaza Mezzanine I, LLC executed the Amendment to First Mezzanine Loan Agreement
with German American Capital Corporation, as lender (the "Amendment to First
Mezzanine Loan Agreement"). The Amendment to First Mezzanine Loan Agreement
amends the First Mezzanine Loan Agreement, dated as of April 1, 2005 (the "First
Mezzanine Loan Agreement") by, among other things, deleting the definition of
"Spread" in the First Mezzanine Loan Agreement in its entirety and instead
defining "Spread" as 1.76666667%.
On August 31, 2005, each of SHC Michigan Avenue Mezzanine II, LLC and SHC Chopin
Plaza Mezzanine II, LLC executed the Amendment to Second Mezzanine Loan
Agreement with German American Capital Corporation, as lender (the "Amendment to
Second Mezzanine Loan Agreement"). The Amendment to Second Mezzanine Loan
Agreement amends the Second Mezzanine Loan Agreement, dated as of April 1, 2005
(the "Second Mezzanine Loan Agreement") by, among other things, deleting the
definition of "Spread" in the Second Mezzanine Loan Agreement in its entirety
and instead defining "Spread" as 3.0000%.
The Amendment to Loan Agreement, Amendment to First Mezzanine Loan Agreement and
Amendment to Second Mezzanine Loan Agreement are attached hereto as Exhibit
10.1, Exhibit 10.2 and Exhibit 10.3, respectively, and are incorporated herein
by reference. The foregoing descriptions of the Amendment to Loan Agreement,
Amendment to First Mezzanine Loan Agreement and Amendment to Second Mezzanine
Loan Agreement are qualified in their entirety by reference to the full text of
the agreements.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits.
10.1 Amendment to Loan Agreement, dated August 31, 2005, by and among
SHC Michigan Avenue, LLC, SHC Chopin Plaza, LLC and German
American Capital Corporation.
10.2 Amendment to First Mezzanine Loan Agreement, dated August 31,
2005, by and among SHC Michigan Avenue Mezzanine I, LLC, SHC
Chopin Plaza Mezzanine I, LLC and German American Capital
Corporation.
10.3 Amendment to Second Mezzanine Loan Agreement, dated August 31,
2005, by and among SHC Michigan Avenue Mezzanine II, LLC, SHC
Chopin Plaza Mezzanine II, LLC and German American Capital
Corporation.
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.
STRATEGIC HOTEL CAPITAL, INC.
By: /s/ Monte J. Huber
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Name: Monte J. Huber
Title: Vice President,
Controller and Treasurer
Date: September 7, 2005
Exhibit Index
10.1 Amendment to Loan Agreement, dated August 31, 2005, by and among
SHC Michigan Avenue, LLC, SHC Chopin Plaza, LLC and German
American Capital Corporation.
10.2 Amendment to First Mezzanine Loan Agreement, dated August 31,
2005, by and among SHC Michigan Avenue Mezzanine I, LLC, SHC
Chopin Plaza Mezzanine I, LLC and German American Capital
Corporation.
10.3 Amendment to Second Mezzanine Loan Agreement, dated August 31,
2005, by and among SHC Michigan Avenue Mezzanine II, LLC, SHC
Chopin Plaza Mezzanine II, LLC and German American Capital
Corporation.