Form 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): January 18, 2011

DiamondRock Hospitality Company
(Exact name of registrant as specified in its 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)

Registrant’s telephone number, including area code: (240) 744-1150

 
 
(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:

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))

 
 

 

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ITEM 7.01. REGULATION FD DISCLOSURE

Agreement to Acquire Hotel in Times Square, New York City

On January 18, 2011, DiamondRock Hospitality Company (the “Company”) announced through a press release that it has entered into a purchase and sale agreement to acquire, upon completion, a hotel property under development on West 42nd Street in Times Square, New York City. The press release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.

Offering

On January 18, 2011, the Company announced through a press release that it plans to sell 11,000,000 shares of its common stock in an underwritten public offering. The press release is furnished herewith as Exhibit 99.2 and is incorporated herein by reference.

The information in this item shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liabilities of Section 18, nor shall it be deemed incorporated by reference into any disclosure document relating to the Company, except to the extent, if any, expressly set forth by specific reference in such filing.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
 
(d) Exhibits

99.1   Press Release, dated January 18, 2011

99.2   Press Release, dated January 18, 2011

 

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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: January 18, 2011

By: /s/ William J. Tennis                                
William J. Tennis
Executive Vice President,
General Counsel and Corporate Secretary

 

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EXHIBIT INDEX

     
Exhibit No.
  Description
 
   
99.1
  Press Release, dated January 18, 2011
99.2
  Press Release, dated January 18, 2011

 

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Exhibit 99.1

Exhibit 99.1

DIAMONDROCK HOSPITALITY LOGO

COMPANY CONTACT

Chris King
(240) 744-1150

FOR IMMEDIATE RELEASE

TUESDAY, JANUARY 18, 2011

DIAMONDROCK ANNOUNCES AGREEMENT TO ACQUIRE HOTEL IN TIMES SQUARE, NEW YORK CITY

BETHESDA, MD, January 18, 2011 – DiamondRock Hospitality Company (the “Company”) (NYSE: DRH) today announced that it has entered into a purchase and sale agreement to acquire, upon completion (expected in 2013), a hotel property under development on West 42nd Street in Times Square, New York City (the “Hotel”). Upon completion by the third-party developer, the Hotel is expected to contain approximately 250 to 300 guest rooms. The contractual purchase price will range from approximately $112.5 million to $135 million, depending upon the final number of guest rooms, or approximately $450,000 per guest room. The number of guestrooms could be increased to approximately 400 guest rooms if certain required permits, approvals and consents are obtained, which would result in the contractual purchase price increasing to approximately $178 million, or $445,000 per guest room. The contract is for a fixed-price (which varies only by total guest rooms built and the completion date for the Hotel) and DiamondRock is not assuming any construction risk, including not assuming the risk of construction cost overruns.

The Company currently expects that construction of the Hotel will be complete in approximately 24 to 30 months with an anticipated opening date during 2013. The Company’s acquisition of the Hotel is subject to a variety of conditions, including substantial completion of the Hotel by the third-party developer, construction of the Hotel within the contractual scope as well as the satisfaction of other customary closing conditions.

The Hotel is being developed by an affiliate of Walton Street Capital L.L.C. and Highgate Holdings. Highgate Hotels is expected to operate the hotel upon completion. The Company is preparing to submit a franchise application to one of the global hotel companies to brand the Hotel with a well known upscale select service brand.

“We are very excited to enter into this agreement to purchase our fourth hotel in New York City. This acquisition furthers our strategy of enhancing our full-service portfolio with urban select service hotels in top MSAs. Additionally, we look forward to enhancing our business relationship with Highgate Hotels,” stated Mark W. Brugger, Chief Executive Officer of DiamondRock Hospitality.

 

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“We believe the Hotel development has an excellent location at the intersection of 42nd Street and Broadway, directly across from the Conde Nast building and less than one block from Bryant Park. We believe the Hotel will be equally attractive to both business and leisure travelers visiting New York City due to its location in Times Square as well as its close proximity to the many businesses located near the Hotel such as, the Bank of America Tower located at One Bryant Park and the Verizon Building at 1095 Avenue of the Americas,” stated John L. Williams, President and Chief Operating Officer of DiamondRock.

Upon entering into the purchase and sale agreement, the Company committed to make a $20 million deposit. Upon the completion of certain construction milestones, the Company will be required to make an additional deposit of $5 million. If certain permits, approvals and consents necessary for the Hotel to contain more than 250 guest rooms are obtained, the Company will be required to make an additional deposit equal to $45,000 per guest room for each room in excess of 250. The deposits will earn interest and will be refundable to the Company if the Hotel development project is not completed.

About the Company

DiamondRock Hospitality Company is a leading self-advised real estate investment trust (REIT) that is an owner of premium hotel properties throughout the United States. The Company owns 23 hotels with over 10,700 rooms and holds the senior loan on a 443-room hotel. For further information, please visit DiamondRock Hospitality Company’s website at www.drhc.com.

This press release contains forward-looking statements within the meaning of federal securities laws and regulations. These forward-looking statements are identified by their use of terms and phrases such as “believe,” “expect,” “intend,” “project,” “anticipate,” and other similar terms and phrases, including references to assumptions and forecasts of future results. Forward-looking statements are not guarantees of future performance and involve known and unknown risks, uncertainties and other factors which may cause the actual results to differ materially from those anticipated at the time the forward-looking statements are made. These risks include, but are not limited to: national and local economic and business conditions including an economic downturn in New York City, including the potential for additional terrorist attacks, that will affect occupancy rates at our hotels and the demand for hotel products and services; operating risks associated with the hotel business; risks associated with the level of our indebtedness; our relationships with property managers; our ability to compete effectively in areas such as access, location, quality of accommodations and room rate structures; changes in travel patterns, taxes and government regulations which influence or determine wages, prices, construction procedures and costs; our ability to complete the acquisition of the hotel on a timely basis, or at all; and our ability to achieve the returns that we project from the hotel following our acquisition of the hotel. Although the Company believes the expectations reflected in such forward-looking statements are based upon reasonable assumptions, it can give no assurance that the expectations will be attained or that any deviation will not be material. All information in this release is as of the date of this release, and the Company undertakes no obligation to update any forward-looking statement to conform the statement to actual results or changes in the Company’s expectations.


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Exhibit 99.2

Exhibit 99.2

DIAMONDROCK HOSPITALITY LOGO

DiamondRock Hospitality Company
3 Bethesda Metro Center, Suite 1500
Bethesda, MD 20814
(240) 744-1150

NEWS

CONTACT: Christopher King
(240) 744-1150

DIAMONDROCK HOSPITALITY COMPANY
ANNOUNCES PUBLIC FOLLOW-ON OFFERING OF
11,000,000 SHARES OF COMMON STOCK

BETHESDA, MD – January 18, 2011 – DiamondRock Hospitality Company (“DiamondRock”) (NYSE:DRH) today announced that it plans to sell 11,000,000 shares of its common stock in an underwritten public offering pursuant to its effective shelf registration statement previously filed with the Securities and Exchange Commission. The underwriter will be granted a 30-day option to purchase up to an additional 1,650,000 shares of common stock to cover over allotments, if any.

We expect to contribute the net proceeds from this offering to our operating partnership. Our operating partnership will subsequently use $20 million to pay the deposit required under the purchase and sale agreement for the to-be-developed hotel that we have under contract to purchase upon completion of development and the remainder for investment in future acquisitions of hotel properties or other assets in accordance with our investment policies and for general working capital purposes.

Goldman, Sachs & Co. is serving as sole book-running manager for the offering. A copy of the prospectus supplement and prospectus relating to these securities may be obtained, when available, by contacting Goldman, Sachs & Co., Attn: Prospectus Department, 200 West Street, New York, NY 10282, telephone: 1.866.471.2526, facsimile: 1.212.902.9316, email prospectus-ny@ny.email.gs.com.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state. Any offer or sale will be made only by means of the written prospectus forming part of the effective registration statement.

About the Company
DiamondRock Hospitality Company is a self-advised real estate investment trust (REIT) that is an owner of premium hotel properties. DiamondRock owns 23 hotels with approximately 10,700 guestrooms and holds a senior loan secured by another hotel.

This press release contains forward-looking statements within the meaning of federal securities laws and regulations. These forward-looking statements are identified by their use of terms and phrases such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “predict,” “project,” “should,” “will,” “continue” and other similar terms and phrases, including references to assumptions and forecasts of future results. Forward-looking statements are not guarantees of future performance and involve known and unknown risks, uncertainties and other factors which may cause the actual results to differ materially from those anticipated at the time the forward-looking statements are made. These risks include, but are not limited to: the terms and size of the offering, national and local economic and business conditions that will affect occupancy rates at our hotels and the demand for hotel products and services; operating risks associated with the hotel business; risks associated with the level of our indebtedness and our ability to meet covenants in our debt agreements; relationships with property managers; our ability to maintain our properties in a first-class manner, including meeting capital expenditure requirements; our ability to complete planned renovations on budget; our ability to compete effectively in areas such as access, location, quality of accommodations and room rate structures; changes in travel patterns, taxes and government regulations which influence or determine wages, prices, construction procedures and costs; our ability to complete acquisitions; our ability to raise equity capital; the performance of acquired properties after they are acquired; necessary capital expenditures on the acquired properties; and our ability to continue to satisfy complex rules in order for us to qualify as a REIT for federal income tax purposes; and other risks and uncertainties associated with our business described from time to time in our filings with the Securities and Exchange Commission. Although we believe the expectations reflected in such forward-looking statements are based upon reasonable assumptions, it can give no assurance that the expectations will be attained or that any deviation will not be material. All information in this release is as of the date of this release, and we undertake no obligation to update any forward-looking statement to conform the statement to actual results or changes in our expectations.

 

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