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): September 11, 2009

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.)
     
6903 Rockledge Drive, Suite 800
Bethesda, MD
  20817
(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 2.03. Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant.
 
On September 11, 2009, two subsidiaries of DiamondRock Hospitality Company (“DiamondRock”) refinanced the debt that was secured by a mortgage on DiamondRock’s Courtyard Manhattan/Midtown East hotel with $43.0 million of secured debt maturing on October 1, 2014. The existing $40.5 million of debt was scheduled to mature on December 11, 2009.

The new debt was issued by Massachusetts Mutual Life Insurance Company and it bears interest at a fixed interest rate of 8.81%. The principal of the debt will amortize using a 30-year amortization schedule that will result in the payment of approximately $41.5 million coming due at the loan’s maturity.

ITEM 7.01. Regulation FD Disclosure

On September 14, 2009, DiamondRock distributed a press release updating the market on certain capital initiatives. 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/press releases 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 such section. The information in this Current Report, including the exhibit, shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended or the Exchange Act, regardless of any incorporation by reference language in any such filing. This Current Report will not be deemed an admission as to the materiality of any information in this Current Report that is required to be disclosed solely by Regulation FD.

ITEM 8.01. Other Events

During DiamondRock’s third fiscal quarter (the period from June 20, 2009 through September 11, 2009), DiamondRock raised gross proceeds of $57.3 million through the sale of 8.1 million shares of common stock under its $75 million controlled equity offering program (average sale price of $7.05). Including all shares sold under the program, DiamondRock had approximately 116.2 million shares outstanding as of September 11, 2009, which was the last day of its third fiscal quarter. Based solely on stock sales through the end of its third fiscal quarter, DiamondRock expects to have approximately 106.2 million fully-diluted weighted average shares of its common stock outstanding for the year ended December 31, 2009.

ITEM 9.01. Financial Statements and Exhibits.

  (d)   Exhibits.

See Index to Exhibits attached hereto.

 

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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: September 14, 2009
  By: /s/ Michael D. Schecter                                   
 
  Michael D. Schecter
 
  Executive Vice President, General Counsel
 
  and Corporate Secretary

 

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EXHIBIT INDEX

     
Exhibit No.   Description
99.1
  Press Release, dated September 14, 2009

 

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Exhibit 99.1

Exhibit 99.1

DiamondRock Hospitality Company
6903 Rockledge Drive
Bethesda, MD 20817
(240) 744-1150

NEWS

CONTACT:   Christopher King
(240) 744-1150
info@drhc.com

DIAMONDROCK HOSPITALITY COMPANY PROVIDES UPDATE ON CAPITAL INITIATIVES

BETHESDA, MD – September 14, 2009 – DiamondRock Hospitality Company (NYSE: DRH) today provided an update on its recent capital initiatives. The highlights are as follows:

    Courtyard Manhattan/Midtown East Financing: On September 11, 2009, the Company refinanced the debt that was secured by a mortgage on its Courtyard Manhattan/Midtown East hotel with new $43.0 million secured debt issued by Massachusetts Mutual Life Insurance Company maturing on October 1, 2014. The existing $40.5 million of debt was scheduled to mature on December 11, 2009.

    Controlled Equity Program Update and Revised Share Guidance: During the third quarter, the Company raised gross proceeds of $57.3 million through the sale of 8.1 million shares of common stock under our $75 million controlled equity offering program (average sale price of $7.05). Including all shares sold under the program, the Company had approximately 116.2 million shares outstanding as of September 11, 2009, which was the last day of its third fiscal quarter. Based solely on stock sales through the end of its third fiscal quarter, the Company expects to have approximately 106.2 million fully-diluted weighted average shares of its common stock for the year ended December 31, 2009.

    Griffin Gate Marriott Debt Maturity: The Company provided notice to the servicer of the $28 million Griffin Gate Marriott mortgage debt that the Company intends to repay the loan during the fourth quarter of 2009. The mortgage debt matures on January 1, 2010 and is prepayable without penalty commencing October 1, 2009. After repayment of the mortgage debt, the hotel will be unencumbered.

    Bethesda Marriott Suites Debt: The Company expects to repay the $5 million Bethesda Marriott Suites mortgage debt during the fourth quarter of 2009. The mortgage debt matures in July 2010 and is currently prepayable without penalty. After repayment of the mortgage debt, the hotel will be unencumbered.

Mark W. Brugger, Chief Executive Officer, commented: “DiamondRock continues to take prudent steps to manage its balance sheet in order to achieve the dual goals of weathering the economic storm and positioning the Company for growth through the acquisition of attractive opportunities at the appropriate time. Our recently completed capital initiatives have placed DiamondRock in a position of strength with a capital structure that has no corporate debt (including no preferred equity or draws on its corporate line of credit), ten of our twenty hotels unencumbered by mortgage debt, no debt maturities until late 2014, and meaningful unrestricted corporate cash. Moreover, these steps, particularly the equity issuance, are consistent with the Company’s desire to operate at conservative leverage levels; after the completion of these initiatives the Company’s total net debt will represent approximately 32% of hotel cost.”

 

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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 20 hotels with approximately 9,600 guestrooms. 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 “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: 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 renovation 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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