SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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FORM 8-K
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): April 27, 2007
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EAGLE HOSPITALITY PROPERTIES TRUST, INC.
(Exact name of registrant specified in its charter)
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Maryland 001-32279 55-0862656
(State of (Commission File Number) (IRS Employer
Incorporation) Identification No.)
100 E. RiverCenter Blvd., Suite 480
Covington, KY 41011
(Address of principal executive offices, zip code)
Registrant's telephone number, including area code: (859) 581-5900
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Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
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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:
[ ] Written communication pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[X] 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 April 27, 2007, Eagle Hospitality Properties Trust, Inc. (the "Company")
entered into an Agreement and Plan of Merger (the "Agreement") with AP AIMCAP
Holdings LLC, a Maryland limited liability company ("Purchaser"), AP AIMCAP
Corporation, a Maryland corporation and a wholly-owned subsidiary of Purchaser
("Merger Sub"), and EHP Operating Partnership L.P., a Maryland limited
partnership and the Company's operating partnership (the "Partnership" and,
together with the Company, the "Company Parties").
Under the terms of the Agreement, the Company will be merged with and into
Merger Sub (the "Merger"), with Merger Sub surviving the Merger as a subsidiary
of Purchaser. Merger Sub and Purchaser are affiliates of Apollo Real Estate
Advisors. Pursuant to the Agreement, at the effective time of the Merger, each
outstanding share of common stock of the Company, other than any shares held by
the Company or any wholly-owned subsidiary of the Company, will be cancelled and
converted into the right to receive $13.35 in cash, without interest (the
"Merger Consideration"). In addition, immediately prior to the effective time of
the Merger, all shares of Company restricted stock will vest and will be
converted into the right to receive the Merger Consideration. The Company
intends to pay its dividend of $.175 per quarter, prorated through the closing
of the transaction.
At the effective time of the Merger, each issued and outstanding share of the
Company's 8.25% Series A Cumulative Redeemable Preferred Shares will be
exchanged for a share of 8.25% Series A Cumulative Redeemable Preferred Shares
of Merger Sub, with terms identical to the terms of the existing preferred
shares.
Consummation of the Merger is not subject to a financing condition but is
subject to customary closing conditions, including approval of the Agreement,
the Merger and the transactions contemplated by the Agreement by the Company's
stockholders.
The Company has made customary representations and warranties in the Agreement
and agreed to customary covenants, including covenants regarding operation of
the business of the Company and its subsidiaries prior to the closing and
covenants prohibiting the Company from soliciting, or providing information or
entering into discussions concerning, proposals relating to alternative business
combination transactions, except in limited circumstances relating to
unsolicited proposals that constitute, or are reasonably expected to lead to, a
Superior Proposal (as defined in the Agreement).
Purchaser has obtained a debt financing commitment for the transactions
contemplated by the Agreement, the proceeds of which will be used by Purchaser
to pay the aggregate merger consideration and related fees and expenses of the
transactions contemplated by the Agreement.
Pursuant to a guaranty, dated as of April 27, 2007 (the "Guaranty"), an
affiliate of the Purchaser guaranteed the payment of the reverse termination fee
and amounts arising from indemnification and expense reimbursement obligations
of Purchaser or Merger Sub under the Agreement, up to $15.75 million in the
aggregate.
The foregoing summary of the Agreement and the transactions contemplated thereby
does not purport to be complete and is subject to, and qualified in its entirety
by, the full text of the Agreement attached as Exhibit 2.1, which is
incorporated herein by reference.
The Agreement has been included to provide investors and security holders with
information regarding its terms. It is not intended to provide any other factual
information about the Company Parties. The representations, warranties and
covenants contained in the Agreement were made only for purposes of the
Agreement and as of specified dates, were solely for the benefit of the parties
to the Agreement, and may be subject to limitations agreed upon by the
contracting parties, including being qualified by confidential disclosures
exchanged between the parties in connection with the execution of the Merger.
The representations and warranties may have been made for the purposes of
allocating contractual risk between the parties to the Agreement instead of
establishing these matters as facts, and may be subject to standards of
materiality applicable to the contracting parties that differ from those
applicable to investors. Investors are not third-party beneficiaries under the
Agreement and should not rely on the representations, warranties and covenants
or any descriptions thereof as characterizations of the actual state of facts or
condition of the Company Parties, Purchaser or Merger Sub or any of their
respective subsidiaries or affiliates. Moreover, information concerning the
subject matter of the representations and warranties may change after the date
of the Agreement, which subsequent information may or may not be fully reflected
in the Company's public disclosures.
Important Additional Information Regarding the Merger will be filed with the
SEC.
The Company and its directors, executive officers and other members of its
management and employees may be deemed participants in the solicitation of
proxies from its shareholders in connection with the proposed merger.
Information concerning the interests of the Company's participants in the
solicitation, which may be different than those of the Company's shareholders
generally, is set forth in the Company's proxy statements and Annual Reports on
Form 10-K, previously filed with the SEC, and will be set forth in the proxy
statement relating to the transaction when it becomes available. INVESTORS AND
SECURITY HOLDERS OF THE COMPANY ARE URGED TO READ THESE MATERIALS WHEN THEY
BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE
COMPANY, APOLLO REAL ESTATE ADVISORS AND THE MERGER. The proxy statement and
other relevant material (when they become available) and any other documents
filed by the Company with the SEC may be obtained free of charge at the SEC's
website at www.sec.gov. The proxy statement and other relevant material (when
they become available) may also be obtained free of charge by calling the
Company's Investor Relations Department at (859) 581-5900 or on the Company's
website.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Pursuant to the Agreement, the Company and Purchaser have agreed to amend the
employment agreements of J. William Blackham, Raymond D. Martz and Brian
Guernier to remove the restrictions on competition with the Company, effective
as of the closing of the Merger.
Item 8.01. Other Events.
On April 30, 2007, the Company issued a press release announcing that it had
entered into the Agreement. A copy of the press release is attached as Exhibit
99.1 and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
2.1 Agreement and Plan of Merger, dated April 27, 2007, by and among Eagle
Hospitality Properties Trust, Inc., EHP Operating Partnership, L.P., AP AIMCAP
Holdings LLC, and AP AIMCAP Corporation
10.1 Guaranty, dated April 27, 2007, by Apollo Real Estate Investment Fund V,
L.P. in favor of Eagle Hospitality Properties Trust, Inc.
99.1 Press Release, dated April 30, 2007
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.
EAGLE HOSPITALITY PROPERTIES
TRUST, INC.
By: /s/ Raymond D. Martz
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Raymond D. Martz
Chief Financial Officer,
Secretary and Treasurer
Dated: April 30, 2007
INDEX OF EXHIBITS
Exhibit Number Description
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2.1 Agreement and Plan of Merger, dated April 27, 2007, by and
among Eagle Hospitality Properties Trust, Inc., EHP Operating
Partnership, L.P., AP AIMCAP Holdings LLC, and AP AIMCAP
Corporation*
10.1 Guaranty, dated April 27, 2007, by Apollo Real Estate
Investment Fund V, L.P. in favor of Eagle Hospitality
Properties Trust, Inc.
99.1 Press release dated April 30, 2007
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* Schedules and exhibits omitted pursuant to Item 601(b)(2) of Regulation S-K.
The Company agrees to furnish supplementally a copy of any omitted schedule or
exhibit to the Securities and Exchange Commission upon request.