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BEE > SEC Filings for BEE > Form 8-K on 6-Nov-2012All Recent SEC Filings

Show all filings for STRATEGIC HOTELS & RESORTS, INC



Entry into a Material Definitive Agreement, Creation of a Direct

Item 1.01 Entry into a Material Definitive Agreement.

On November 1, 2012, New Aventine, L.L.C., a Delaware limited liability company and an indirect subsidiary of SHC Aventine II, L.L.C. (in which Strategic Hotel Funding, L.L.C., the operating company of Strategic Hotel & Resorts, Inc., has a 53.5% controlling interest), entered into loan agreements, including a deed of trust and promissory notes (collectively, the "Loan Agreements"), with Metropolitan Life Insurance Company providing for a mortgage loan to be secured by the Hyatt Regency La Jolla hotel (the "Hotel") (the "Refinancing"). Pursuant to the Loan Agreements, the mortgage previously encumbering the Hotel was replaced with a $72.0 million A-Note and an $18.0 million B-Note that will each mature on December 1, 2017. Pursuant to the Loan Agreements, the floating rate A-Note will bear interest at LIBOR plus 400 basis points, subject to a 50 basis point LIBOR floor (initially 4.5% per annum), and the B-Note will bear interest at a fixed rate of 10.0% per annum.

The foregoing descriptions of the Loan Agreements are qualified in their entirety by reference to the Loan Agreements, copies of which will be attached as exhibits to the Company's Annual Report on Form 10-K for the year ending December 31, 2012 which the Company intends to file in February 2013.

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

The information set forth above in "Item 1.01 - Entry into a Material Definitive Agreement" is incorporated herein by reference.

Item 7.01 Regulation FD Disclosure.

A copy of the press release announcing the closing of the Refinancing is attached hereto as Exhibit 99.1 and is incorporated herein solely for purposes of this Item 7.01 disclosure.

The information in Item 7.01 of this Current Report on Form 8-K (this "Current Report"), including Exhibit 99.1 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 Item 7.01 of this Current Report, including Exhibit 99.1, 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.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

99.1 Press Release dated November 1, 2012

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