Form 8-K

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) July 13, 2005

 

 

Strategic Hotel Capital, Inc.

(Exact Name of Registrant as Specified in its Charter)

 

 

Maryland

(State or Other Jurisdiction of Incorporation)

 

001-32223   33-1082757
(Commission File Number)   (I.R.S. Employer Identification No.)

 

77 West Wacker Drive, Suite 4600, Chicago, Illinois   60601
(Address of Principal Executive Offices)   (Zip Code)

 

(312) 658-5000

(Registrant’s Telephone Number, Including Area Code)

 

Not Applicable

(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 (see General Instruction A.2):

 

¨ 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))

 

Item 1.01 Entry Into a Material Definitive Agreement.

 

On July 15, 2005, Strategic Hotel Capital, Inc. (NYSE: SLH) (the “Company”) announced that SHC Columbus Drive, LLC, a wholly owned subsidiary of Strategic Hotel Funding, LLC, the operating partnership of the Company, signed an agreement on July 13, 2005 (the “Purchase and Sale Agreement”), to acquire the Fairmont Chicago hotel from Buckingham Fountain Hotel, LLC, an affiliate of The Swig Company of San Francisco for a purchase price of $154.7 million, or a price of $224,000 per room (the “Acquisition”). Jones Lang LaSalle Hotels acted as agent for the seller. The Acquisition, which is expected to close during the third quarter of 2005, remains subject to customary closing conditions.

 

The AAA Four-Diamond 692-room luxury hotel is located in the center of downtown Chicago adjacent to the city’s new 24-acre Millennium Park and Lakeshore East, a $2.5 billion mixed-use project, which includes plans for the development of over 2.5 million square feet of commercial space. The 38-story tower features 62,000 square feet of function space including fourteen meeting rooms, and the highly acclaimed Aria Restaurant. Fairmont Hotels, Inc. will continue to manage the property subsequent to the Acquisition.

 

The Purchase and Sale Agreement is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

 

Item 7.01 Regulation FD Disclosure

 

A copy of the press release relating to the Acquisition is attached to this Current Report on Form 8-K (“Current Report”) 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, 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.

 

This Current Report contains forward-looking statements about the Company. Except for historical information, the matters discussed in this Current Report are forward-looking statements subject to certain risks and uncertainties that could cause the actual results to differ materially, including but not limited to the following: availability of capital; ability to obtain or refinance debt; rising interest rates; rising insurance premiums; cash available for capital expenditures; competition; demand for hotel rooms in our current and proposed market areas; economic conditions generally and in the real estate market specifically; the effect of threats of terrorism and increased security precautions on travel patterns and hotel bookings; the outbreak of hostilities and international political instability; legislative or regulatory changes, including changes to laws governing the taxation of REITs; and changes in generally accepted accounting principles, policies and guidelines applicable to REITs.

 

Additional risks are discussed in the Company’s filings with the Securities and Exchange Commission. Although the Company believes the expectations reflected in such forward-looking statements are based on reasonable assumptions, it can give no assurance that its expectations will be attained. The forward-looking statements are made as of the date of this Current Report, and we undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.

 

Item 9.01 Financial Statements and Exhibits.

 

(c) Exhibits.

 

Exhibit No.
  

Description

10.1   Purchase and Sale Agreement dated as of July 13, 2005, by and between Buckingham Fountain Hotel, LLC and SHC Columbus Drive, LLC
99.1   Press Release dated July 15, 2005

 

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SIGNATURES

 

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.

 

    STRATEGIC HOTEL CAPITAL, INC.
July 18, 2005   By:  

/s/ Monte J. Huber

    Name:   Monte J. Huber
    Title:   Vice President, Controller and Treasurer

 

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