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RLJ > SEC Filings for RLJ > Form 8-K on 28-May-2014All Recent SEC Filings

Show all filings for RLJ LODGING TRUST

Form 8-K for RLJ LODGING TRUST


28-May-2014

Entry into a Material Definitive Agreement, Financial Statements and Exhibits


Item 1.01. Entry into a Material Definitive Agreement

On May 22, 2014, RLJ Lodging Trust (the "Company") and RLJ Lodging Trust, L.P., the Company's operating partnership (the "Operating Partnership"), entered into an Underwriting Agreement (the "Underwriting Agreement") with Barclays Capital Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Wells Fargo Securities, LLC and RBC Capital Markets, LLC, as representatives of the several underwriters listed on Schedule A thereto (the "Underwriters"), pursuant to which the Company agreed to offer and sell 8,000,000 of its common shares of beneficial interest, par value $0.01 per share (the "Common Shares") at a price to the public of $26.45 per Common Share. Pursuant to the terms of the Underwriting Agreement, the Company granted the Underwriters a 30-day option to purchase up to an additional 1,200,000 Common Shares, which option was exercised in full on May 22, 2014. The estimated net proceeds from this offering were approximately $232.7 million, after deducting the underwriting discount and other estimated offering costs. The Company made certain customary representations, warranties and covenants concerning the Company and the registration statement in the Underwriting Agreement and also agreed to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended.

The Company intends to contribute the net proceeds from this offering to the Operating Partnership. The Operating Partnership intends to use the net proceeds from this offering to fund potential acquisitions and for general corporate purposes, and may use net proceeds to repay amounts outstanding from time to time under the Operating Partnership's unsecured revolving credit facility.

A copy of the Underwriting Agreement is attached to this report as Exhibit 1.1 and incorporated herein by reference. The summary set forth above is qualified in its entirety by reference to Exhibit 1.1.



Item 9.01. Financial Statements and Exhibits

(a) Not applicable.

(b) Not applicable.

(c) Not applicable.

(d) The following exhibits are filed as part of this report:

Exhibit Number                               Description

1.1              Underwriting Agreement dated May 22, 2014 by and among the Company,
                 the Operating Partnership and Barclays Capital Inc., Merrill Lynch,
                 Pierce, Fenner & Smith Incorporated, Wells Fargo Securities, LLC and
                 RBC Capital Markets, LLC, as representatives of the several
                 underwriters listed on Schedule A thereto.
5.1              Opinion of Hogan Lovells US LLP regarding the legality of the Common
                 Shares.
23.1             Consent of Hogan Lovells US LLP (included in Exhibit 5.1).


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