Pebblebrook Hotel Trust S-3ASR, filed Feb 21, 2024

Pebblebrook Hotel Trust (PEB)

S-3ASR 2024-02-21

View Original

Added on October 17, 2026

Search and read filings like this one from Claude or ChatGPT with the SEC filings MCP server →

	4747 Bethesda Avenue, Suite 1100 Bethesda, Maryland, 20814 (240) 507-1300 (Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)			Jon E. Bortz Chairman and Chief Executive Officer 4747 Bethesda Avenue, Suite 1100 Bethesda, Maryland, 20814 (240) 507-1300 (Name, address, including zip code, and telephone number, including area code, of agent for service)
	Copy to:
	Mark W. Wickersham Hunton Andrews Kurth LLP Riverfront Plaza, East Tower 951 E. Byrd Street Richmond, Virginia 23219 Tel: (804) 788-8200

	ABOUT THIS PROSPECTUS					1
	INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE					1
	WHERE YOU CAN FIND MORE INFORMATION					2
	CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS					2
	OUR COMPANY					3
	RISK FACTORS					3
	USE OF PROCEEDS					4
	DESCRIPTION OF THE SECURITIES WE MAY OFFER					4
	DESCRIPTION OF SHARES OF BENEFICIAL INTEREST					4
	DESCRIPTION OF DEBT SECURITIES					9
	DESCRIPTION OF WARRANTS					19
	DESCRIPTION OF UNITS					20
	GLOBAL SECURITIES					21
	MATERIAL FEDERAL INCOME TAX CONSIDERATIONS					22
	PLAN OF DISTRIBUTION					51
	LEGAL MATTERS					53
	EXPERTS					53

SEC registration fee	$	*
Printing fees		**
Legal fees and expenses		**
Accounting fees and expenses		**
Miscellaneous expenses		**
Total	$	**

	Exhibit Number			Exhibit Description
	1.1*			Form of Underwriting Agreement.
	3.1			Declaration of Trust of the Registrant, as amended and supplemented through July 23, 2021 (incorporated by reference to Exhibit 3.1 to the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on July 29, 2021 (File No. 001-34571)).
	3.2			Bylaws of the Registrant, as amended and restated on February 17, 2023 (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on February 24, 2023 (File No. 001-34571)).
	3.3			Second Amended and Restated Agreement of Limited Partnership of Pebblebrook Hotel, L.P., dated as of December 13, 2013 (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on December 17, 2013 (File No. 001-34571)).
	3.4			First Amendment to the Second Amended and Restated Agreement of Limited Partnership of Pebblebrook Hotel, L.P., dated as of September 30, 2014 (incorporated by reference to Exhibit 3.4 to the Registrant’s Annual Report on Form 10-K filed on February 17, 2015 (File No. 001-34571)).
	3.5			Second Amendment to the Second Amended and Restated Agreement of Limited Partnership of Pebblebrook Hotel, L.P., dated as of June 8, 2016 (incorporated by reference to Exhibit 3.5 to the Registrant’s Current Report on Form 8-K filed on June 8, 2016 (File No. 001-34571)).
	3.6			Third Amendment to the Second Amended and Restated Agreement of Limited Partnership of Pebblebrook Hotel, L.P., dated as of November 30, 2018 (incorporated by reference to Exhibit 3.3 to the Registrant’s Current Report on Form 8-K filed with the SEC on December 3, 2018 (File No. 001-34571)).
	3.7			Fourth Amendment to the Second Amended and Restated Agreement of Limited Partnership of Pebblebrook Hotel, L.P., dated as of May 12, 2021 (incorporated by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K filed with the SEC on May 12, 2021 (File No. 001-34571)).
	3.8			Fifth Amendment to the Second Amended and Restated Agreement of Limited Partnership of Pebblebrook Hotel, L.P., dated as of July 23, 2021 (incorporated by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K filed with the SEC on July 27, 2021 (File No. 001-34571)).
	3.9			Sixth Amendment to the Second Amended and Restated Agreement of Limited Partnership of Pebblebrook Hotel., L.P., dated as of May 11, 2022 (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on May 12, 2022 (File No. 001-34571)).
	4.1			Indenture, dated December 15, 2020, between the Registrant and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed on December 16, 2020 (File No. 001-34571)).
	4.2			First Supplemental Indenture, dated December 15, 2020, between the Registrant and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed on December 16, 2020 (File No. 001-34571)).
	4.3			Form of 1.75% Convertible Senior Notes Due 2026 of the Registrant (incorporated by reference to Exhibit A to the First Supplemental Indenture filed as Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed on December 16, 2020 (File No. 001-34571)).
	4.4**			Indenture (for Subordinated Debt Securities).

	Exhibit Number			Exhibit Description
	4.5*			Articles Supplementary with respect to any additional series of preferred shares issued pursuant to this registration statement.
	4.6*			Form of Warrant Agreement.
	4.7*			Form of Warrant Certificate.
	4.8*			Form of Unit Agreement.
	4.9*			Form of Unit Certificate.
	5.1a**			Opinion of Venable LLP.
	5.1b**			Opinion of Hunton Andrews Kurth LLP.
	8.1**			Tax opinion of Hunton Andrews Kurth LLP.
	23.1**			Consent of KPMG LLP.
	23.2			Consent of Venable LLP (included in Exhibit 5.1a).
	23.3			Consent of Hunton Andrews Kurth LLP (included in Exhibit 5.1b).
	23.4			Consent of Hunton Andrews Kurth LLP (included in Exhibit 8.1).
	24.1			Power of Attorney (included on signature page).
	25.1**			Statement of Eligibility of The Bank of New York Mellon Trust Company, N.A. on Form T-1.
	25.2***			Statement of Eligibility of any other trustee on Form T-1.
	25.3***			Statement of Eligibility of the Trustee under the Indenture (for Subordinated Debt Securities) on Form T-1.
	107**			Filing Fee Table.

Signature	Title	Date
/s/ JON E. BORTZ Jon E. Bortz	Chairman of the Board and Chief Executive Officer (principal executive officer)	February 21, 2024
/s/ RAYMOND D. MARTZ Raymond D. Martz	Co-President, Chief Financial Officer, Treasurer and Secretary (principal financial officer and principal accounting officer)	February 21, 2024
/s/ CYDNEY C. DONNELL Cydney C. Donnell	Trustee	February 21, 2024
/s/ RON E. JACKSON Ron E. Jackson	Trustee	February 21, 2024
/s/ PHILLIP M. MILLER Phillip M. Miller	Trustee	February 21, 2024
/s/ MICHAEL J. SCHALL Michael J. Schall	Trustee	February 21, 2024

RECITAL OF THE COMPANY		1
ARTICLE I DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION		1
Section 1.01.	Definitions	1
Section 1.02.	Compliance Certificates and Opinions	8
Section 1.03.	Form of Documents Delivered to Trustee	8
Section 1.04.	Acts of Holders	9
Section 1.05.	Notices, Etc. to Trustee and Company	11
Section 1.06.	Notice to Holders of Debt Securities; Waiver	12
Section 1.07.	Conflict with Trust Indenture Act	12
Section 1.08.	Effect of Headings and Table of Contents	12
Section 1.09.	Successors and Assigns	12
Section 1.10.	Separability Clause	12
Section 1.11.	Benefits of Indenture	13
Section 1.12.	Governing Law	13
Section 1.13.	Legal Holidays	13
ARTICLE II DEBT SECURITY FORMS		13
Section 2.01.	Forms Generally	13
Section 2.02.	Form of Trustee’s Certificate of Authentication	14
Section 2.03.	Debt Securities Issuable in the Form of a Global Security	14
ARTICLE III THE DEBT SECURITIES		16
Section 3.01.	Amount Unlimited; Issuable in Series	16
Section 3.02.	Denominations	20
Section 3.03.	Execution, Authentication, Delivery and Dating	20
Section 3.04.	Temporary Debt Securities	22
Section 3.05.	Registration, Registration of Transfer and Exchange	23
Section 3.06.	Mutilated, Destroyed, Lost and Stolen Debt Securities	24
Section 3.07.	Payment of Interest and Additional Interest; Interest Rights Preserved	25
Section 3.08.	Persons Deemed Owners	26
Section 3.09.	Cancellation by Debt Security Registrar	26
Section 3.10.	Computation of Interest	27
Section 3.11.	Payment to be in Proper Currency	27
Section 3.12.	Extension of Interest Payment	27
ARTICLE IV REDEMPTION OF DEBT SECURITIES		27
Section 4.01.	Applicability of Article	27
Section 4.02.	Election to Redeem; Notice to Trustee	28
Section 4.03.	Selection of Debt Securities to be Redeemed	28
Section 4.04.	Notice of Redemption	28
Section 4.05.	Debt Securities Payable on Redemption Date	30
Section 4.06.	Debt Securities Redeemed in Part	30
ARTICLE V SINKING FUNDS		30
Section 5.01.	Applicability of Article	30
Section 5.02.	Satisfaction of Sinking Fund Payments with Debt Securities	31
Section 5.03.	Redemption of Debt Securities for Sinking Fund	31

ARTICLE VI COVENANTS		32
Section 6.01.	Payment of Principal, Premium and Interest	32
Section 6.02.	Maintenance of Office or Agency	32
Section 6.03.	Money for Debt Securities Payments to be Held in Trust	33
Section 6.04.	Corporate Existence	34
Section 6.05.	Maintenance of Properties	34
Section 6.06.	Annual Officer’s Certificate as to Compliance	34
Section 6.07.	Waiver of Certain Covenants	35
ARTICLE VII SATISFACTION AND DISCHARGE		35
Section 7.01.	Satisfaction and Discharge of Debt Securities	35
Section 7.02.	Satisfaction and Discharge of Indenture	37
Section 7.03.	Application of Trust Money	38
ARTICLE VIII EVENTS OF DEFAULT; REMEDIES		39
Section 8.01.	Events of Default	39
Section 8.02.	Acceleration of Maturity; Rescission and Annulment	40
Section 8.03.	Collection of Indebtedness and Suits for Enforcement by Trustee	41
Section 8.04.	Trustee May File Proofs of Claim	42
Section 8.05.	Trustee May Enforce Claims without Possession of Debt Securities	42
Section 8.06.	Application of Money Collected	43
Section 8.07.	Limitation on Suits	43
Section 8.08.	Unconditional Right of Holders to Receive Principal, Premium and Interest	44
Section 8.09.	Restoration of Rights and Remedies	44
Section 8.10.	Rights and Remedies Cumulative	44
Section 8.11.	Delay or Omission Not Waiver	44
Section 8.12.	Control by Holders of Debt Securities	45
Section 8.13.	Waiver of Past Defaults	45
Section 8.14.	Undertaking for Costs	46
Section 8.15.	Waiver of Stay or Extension Laws	46
ARTICLE IX THE TRUSTEE		46
Section 9.01.	Certain Duties and Responsibilities	46
Section 9.02.	Notice of Defaults	47
Section 9.03.	Certain Rights of Trustee	48
Section 9.04.	Not Responsible for Recitals or Issuance of Debt Securities	49
Section 9.05.	May Hold Debt Securities	49
Section 9.06.	Money Held in Trust	49
Section 9.07.	Compensation and Reimbursement	49
Section 9.08.	Disqualification; Conflicting Interests	50
Section 9.09.	Corporate Trustee Required; Eligibility	50
Section 9.10.	Resignation and Removal; Appointment of Successor	51
Section 9.11.	Acceptance of Appointment by Successor	53
Section 9.12.	Merger, Conversion, Consolidation or Succession to Business	54
Section 9.13.	Preferential Collection of Claims Against Company	54
Section 9.14.	Co-Trustees and Separate Trustees	54
Section 9.15.	Appointment of Authenticating Agent	56

ARTICLE X HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY		57
Section 10.01.	Lists of Holders	57
Section 10.02.	Reports by Trustee and Company	58
ARTICLE XI CONSOLIDATION, MERGER, CONVEYANCE OR OTHER TRANSFER		58
Section 11.01.	Company May Consolidate, Etc., Only on Certain Terms	58
Section 11.02.	Successor Corporation Substituted	59
ARTICLE XII SUPPLEMENTAL INDENTURES		59
Section 12.01.	Supplemental Indentures Without Consent of Holders	59
Section 12.02.	Supplemental Indentures With Consent of Holders	61
Section 12.03.	Execution of Supplemental Indentures	62
Section 12.04.	Effect of Supplemental Indentures	63
Section 12.05.	Conformity With Trust Indenture Act	63
Section 12.06.	Reference in Debt Securities to Supplemental Indentures	63
Section 12.07.	Modification without Supplemental Indenture	63
ARTICLE XIII MEETINGS OF HOLDERS; ACTION WITHOUT MEETING		63
Section 13.01.	Purposes for which Meetings may be Called	63
Section 13.02.	Call, Notice and Place of Meetings	64
Section 13.03.	Persons Entitled to Vote at Meetings	64
Section 13.04.	Quorum; Action	65
Section 13.05.	Attendance at Meetings; Determination of Voting Rights; Conduct and Adjournment of Meetings	65
Section 13.06.	Counting Votes and Recording Action of Meetings	66
Section 13.07.	Action Without Meeting	67
ARTICLE XIV IMMUNITY OF INCORPORATORS, SHAREHOLDERS, OFFICERS AND TRUSTEES		67
Section 14.01.	Liability Solely Corporate	67
ARTICLE XV SUBORDINATION OF SECURITIES		67
Section 15.01.	Securities Subordinate to Senior Indebtedness	67
Section 15.02.	Payment Over of Proceeds of Securities	68
Section 15.03.	Disputes with Holders of Certain Senior Indebtedness	69
Section 15.04.	Subrogation	70
Section 15.05.	Unconditional Obligation of the Company	70
Section 15.06.	Priority of Senior Indebtedness Upon Maturity	71
Section 15.07.	Trustee as Holder of Senior Indebtedness	71
Section 15.08.	Notice to Trustee to Effectuate Subordination	71
Section 15.09.	Modification, Extension, Etc. of Senior Indebtedness	72
Section 15.10.	Trustee Has No Fiduciary Duty to Holders of Senior Indebtedness	72
Section 15.11.	Paying Agents other than the Trustee	72
Section 15.12.	Rights of Holders of Senior Indebtedness Not Impaired	72
Section 15.13.	This Article Not To Prevent Events of Default	72
Section 15.14.	Effect of Subordination Provisions; Termination	73

§310	(a)(1)	9.09
	(a)(2)	9.09
	(a)(3)	9.14
	(a)(4)	Not Applicable
	(b)	9.08, 9.10
§311	(a)	9.13
	(b)	9.13
	(c)	9.13
§312	(a)	10.01
	(b)	10.01
	(c)	10.01
§313	(a)	10.02
	(b)	10.02
	(c)	10.02
	(d)	10.02
§314	(a)	10.02
	(a)(4)	6.06
	(b)	Not Applicable
	(c)(1)	1.02
	(c)(2)	1.02
	(c)(3)	Not Applicable
	(d)	Not Applicable
	(e)	1.02
§315	(a)	9.01, 9.03
	(b)	9.02
	(c)	9.01
	(d)	9.01
	(e)	8.14
§316	(a)	8.12, 8.13
	(a)(1)(A)	8.02, 8.12
	(a)(1)(B)	813
	(a)(2)	Not Applicable
	(b)	8.08
	(c)	1.04(g)
§317	(a)(1)	8.03
	(a)(2)	8.04
	(b)	6.03
§318	(a)	1.07

	Attention:	Attention:
	Telephone:	Telephone:
	Facsimile:	Facsimile:

Date:	By:
		As Trustee

	By:
		As Authenticating Agent

	By:
		Authorized Signatory

	______________________________________, Trustee

	By:
		Authorized Representative

(Jurisdiction of incorporation if not a U.S. national bank)	95-3571558 (I.R.S. employer identification no.)

333 South Hope Street Suite 2525 Los Angeles, CA 90071 (Address of principal executive offices)	90071 (Zip code)

Name	Address

Comptroller of the Currency United States Department of the Treasury	400 7th Street SW Washington, DC 20219

Federal Reserve Bank	101 Market Street San Francisco, CA 94105

Federal Deposit Insurance Corporation	550 17th Street, N.W. Washington, DC 20429

By:	/s/ Michael C. Jenkins
	Name:	Michael C. Jenkins
	Title:	Vice President

Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin		2,559
Interest-bearing balances		331,039
Securities:
Held-to-maturity securities		0
Available-for-sale debt securities		524
Equity securities with readily determinable fair values not held for trading		0
Federal funds sold and securities purchased under agreements to resell:
Federal funds sold in domestic offices		0
Securities purchased under agreements to resell		0
Loans and lease financing receivables:
Loans and leases held for sale		0
Loans and leases, held for investment		0
LESS: Allowance for loan and lease losses		0
Loans and leases held for investment, net of allowance		0
Trading assets		0
Premises and fixed assets (including capitalized leases)		13,138
Other real estate owned		0
Investments in unconsolidated subsidiaries and associated companies		0
Direct and indirect investments in real estate ventures		0
Intangible assets		856,313
Other assets		114,683
Total assets	$	1,318,256

Deposits:
In domestic offices			1,264
Noninterest-bearing			1,264
Interest-bearing			0

Federal funds purchased and securities sold under agreements to repurchase:
Federal funds purchased in domestic offices			0
Securities sold under agreements to repurchase			0
Trading liabilities			0
Other borrowed money: (includes mortgage indebtedness and obligations under capitalized leases)			0
Not applicable
Not applicable
Subordinated notes and debentures			0
Other liabilities			263,286
Total liabilities			264,550
Not applicable

Perpetual preferred stock and related surplus			0
Common stock			1,000
Surplus (exclude all surplus related to preferred stock)			106,539
Not available
Retained earnings			946,167
Accumulated other comprehensive income			0
Other equity capital components			0
Not available
Total bank equity capital			1,053,706
Noncontrolling (minority) interests in consolidated subsidiaries			0
Total equity capital			1,053,706
Total liabilities and equity capital			1,318,256

Antonio I. Portuondo, President	)
Loretta A. Lundberg, Managing Director	)	Directors (Trustees)
Jon M. Pocchia, Managing Director	)