8-K

 

 

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 9, 2012

 

 

DiamondRock Hospitality Company

(Exact name of registrant as specified in charter)

 

 

 

Maryland   001-32514   20-1180098

(State or Other Jurisdiction

of Incorporation)

  

(Commission

File Number)

  

(IRS Employer

Identification No.)

3 Bethesda Metro Center, Suite 1500

Bethesda, MD 20814

(Address of Principal Executive Offices) (Zip Code)

(240) 744-1150

(Registrant’s telephone number, including area code)

 

 

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))

 

 

 

This report contains certain forward-looking statements within the meaning of the federal securities laws. These forward-looking statements are generally identifiable by use of the words “will,” “believe,” “expect,” “intend,” “anticipate,” “estimate,” “project” or similar expressions, whether in the negative or affirmative. Forward-looking statements are based on management’s current expectations and assumptions and are not guarantees of future performance. Factors that may cause actual results to differ materially from current expectations include risks related to our ability to eliminate the guarantee and those risk factors and other factors discussed from time to time in our periodic filings with the Securities and Exchange Commission, including our Annual Report on Form 10-K for the year ended December 31, 2011. Accordingly, there is no assurance that our expectations will be realized. Except as otherwise required by the federal securities laws, we expressly disclaim any obligations or undertaking to publicly release any updates or revisions to any forward-looking statement contained in this report to reflect events, circumstances or changes in expectations after the date of this report.

ITEM 2.03. Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant.

On March 9, 2012, a subsidiary of DiamondRock Hospitality Company (the “Company”) closed on a limited recourse secured loan in the amount of $170.4 million (the “Loan”) pursuant to a loan agreement with Citibank N.A. and certain other lenders. The Loan is secured by a mortgage on the Lexington Hotel New York. The Loan has a term of three years and bears interest at a floating rate of one-month LIBOR plus 300 basis points. The Loan may be extended for two additional one-year terms subject to the satisfaction of certain terms and conditions and the payment of an extension fee. The Company provided a $25 million payment guarantee of the Loan. This guarantee will be eliminated when the hotel achieves a specified debt yield test, the capital renovation planned for the hotel is completed and certain other conditions are met. The proceeds from the Loan will be used to repay the outstanding balance on the Company’s senior unsecured credit facility and for general corporate purposes.

The financing was led by Citibank N.A. who acted as the Lead Arranger, Book Running Manager and Administrative Agent. Also participating in the financing are The Prudential Mortgage Capital Company and DekaBank Deutsche Girozentrale as Co-Documentation Agents and BBVA Compass as Syndication Agent.

ITEM 7.01. Regulation FD Disclosure

On March 12, 2012, the Company issued a press release reporting the closing of the Loan. A copy of that press release is attached to this Current Report on Form 8-K (“Current Report”) as Exhibit 99.1 and is incorporated by reference herein. The press release has also been posted in the investor relations/presentations section of its website at www.drhc.com.

The information in this Item 7.01 of this Current Report, including the exhibit attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section. The information in this Current Report shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act regardless of any general incorporation language in such filing.

ITEM 9.01. Financial Statements and Exhibits.

(d) Exhibits.

See Index to Exhibits attached hereto.

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 hereunto duly authorized.

 

    DIAMONDROCK HOSPITALITY COMPANY
Date: March 12, 2012     By:  

/s/ William J. Tennis

      William J. Tennis
      Executive Vice President, General Counsel and Corporate Secretary

EXHIBIT INDEX

 

Exhibit No.

   

Description

99.1    Press release dated March 12, 2012