BETHESDA, Md.–(BUSINESS WIRE)–
Combination of Pebblebrook and LaSalle Will Accommodate Absolute and Long-Term Opportunities for Actor Bulk Creation; Will Form the Largest Buyer of Absolute Hotels and the Third-Largest Abode REIT by Action Value
Pebblebrook Auberge Affirmation (PEB) (“Pebblebrook”) and LaSalle Auberge Backdrop (LHO) (“LaSalle”) today accordingly appear that they accept entered into a absolute alliance acceding beneath which Pebblebrook will admission 100% of LaSalle’s outstanding accepted shares (the “Pebblebrook-LaSalle Agreement”). LaSalle has concluded its ahead appear alliance acceding with affiliates of The Blackstone Group L.P. (BX) (“Blackstone”) (the “Blackstone-LaSalle Agreement”) afterward cancellation of a abandonment of Blackstone’s four business day aeon during which it could accept proposed amendments to the acceding of the Blackstone-LaSalle Agreement. LaSalle has canceled its appropriate affair of LaSalle shareholders ahead appointed for September 6, 2018 apropos to the Blackstone-LaSalle Agreement.
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Under the acceding of the Pebblebrook-LaSalle Agreement, for anniversary LaSalle accepted allotment owned, anniversary LaSalle actor will accept either a anchored bulk of $37.80 in banknote or a anchored barter arrangement of 0.92 Pebblebrook accepted share. A best of 30% of the outstanding LaSalle accepted shares may be exchanged for banknote (and elections of banknote will be accountable to pro rata cutbacks if holders of added than 30% of the outstanding LaSalle accepted shares accept cash). In affiliation with the Pebblebrook-LaSalle Agreement, the LaSalle accepted shares Pebblebrook already owns will be canceled and afar from the banknote election.
The transaction is admired at about $5.2 billion. It has been accustomed through a accepted vote by the Board of Advisers of Pebblebrook and through a accepted vote by the associates of the LaSalle Board of Advisers present (with alone Stuart L. Scott not in appearance due to contempo hospitalization).
“We are absolute admiring to accept accomplished an acceding to accompany Pebblebrook and LaSalle calm in a cardinal accumulated that represents a agitating value-maximizing befalling for both LaSalle and Pebblebrook shareholders,” said Jon E. Bortz, Chairman, President and Chief Controlling Officer of Pebblebrook. “We are assured that shareholders will account from this exceptional portfolio of high-quality absolute and branded hotels through its accommodation to accomplish able banknote flow, accommodate for a abiding allotment and capitalize on bazaar opportunities, including convalescent auberge industry fundamentals. We attending advanced to affective apace to complete this transaction and to affable LaSalle advisers to our team.”
“This acceding with Pebblebrook delivers absolute banknote bulk to LaSalle shareholders. The transaction represents a 48%1 exceptional to LaSalle’s artless allotment price,” said Michael D. Barnello, President and Chief Controlling Officer of LaSalle Auberge Properties. “This aftereffect represents the acme of a absolute cardinal alternatives process, which from the beginning, has been focused on maximizing bulk for shareholders. On account of LaSalle’s Board and administration team, I would like to accurate our abysmal acknowledgment to our employees, whose adamantine assignment and adherence accept been active in authoritative LaSalle the outstanding aggregation it is today. We are committed to alive carefully with Pebblebrook to bound accompany this transaction to closure.”
Strategic Allowances of the Combination
Under the acceding of the Pebblebrook-LaSalle Agreement, anniversary LaSalle actor will accept the advantage to accept to accept for anniversary LaSalle accepted allotment endemic either a) a anchored bulk of $37.80 in banknote or b) a anchored barter arrangement of 0.92 Pebblebrook accepted share. A best of 30% of outstanding LaSalle accepted shares may be exchanged for cash, accountable to pro rata cut backs.
The transaction, which is accountable to accepted closing conditions, including authoritative approvals and approval by LaSalle shareholders and Pebblebrook shareholders, is accepted to aing in the fourth division of 2018.
Management and Operations
Jon E. Bortz will abide to serve as Chairman, President and Chief Controlling Officer of Pebblebrook aloft closing; Raymond D. Martz will abide to serve as Controlling Vice President, Chief Banking Officer, Treasurer and Secretary of Pebblebrook; and Thomas C. Fisher will abide to serve as Controlling Vice President and Chief Advance Officer of Pebblebrook. The Pebblebrook Board will abide unchanged. Afterward the aing of the transaction, Pebblebrook will accept a portfolio of 662 assets in or a 16 key burghal markets, and will abide headquartered in Bethesda, MD.
Pebblebrook will conduct a appointment alarm for the advance association to altercate added capacity of the transaction on Thursday, September 13, 2018 at 9:00 a.m. ET. To participate in the appointment call, amuse punch (877) 705-6003, or for participants alfresco the U.S., (201) 493-6725, about ten account afore the alarm begins. Additionally, a alive webcast of the alarm will be accessible at Pebblebrook’s broker relations website at investor.pebblebrookhotels.com and at LaSalle’s broker relations website ir.lasallehotels.com. A epitomize of the appointment alarm webcast will be archived and accessible online through the Broker Relations area of www.pebblebrookhotels.com.
Raymond James and BofA Merrill Lynch are acting as banking admiral to Pebblebrook, and Hunton Andrews Kurth LLP is acting as acknowledged counsel.
Citigroup Global Markets Inc. and Goldman Sachs & Co. LLC are acting as banking admiral to LaSalle, and Goodwin Procter LLP and DLA Piper LLP (US) are acting as acknowledged counsel.
About Pebblebrook Auberge Trust
Pebblebrook Auberge Affirmation is a about traded absolute acreage advance affirmation (“REIT”) organized to opportunistically admission and advance primarily in high upscale, full-service hotels amidst in burghal markets in aloft aperture cities. Pebblebrook owns 28 hotels, with a absolute of 6,973 bedfellow rooms. Pebblebrook owns hotels amidst in 9 states and the District of Columbia, including: Los Angeles, California (Beverly Hills, Santa Monica and West Hollywood); San Diego, California; San Francisco, California; Washington, DC; Coral Gables, Florida; Naples, Florida; Buckhead, Georgia; Boston, Massachusetts; Minneapolis, Minnesota; Portland, Oregon; Philadelphia, Pennsylvania; Nashville, Tennessee; Columbia River Gorge, Washington; and Seattle, Washington. For added information, amuse appointment us at www.pebblebrookhotels.com and chase us on Twitter at @PebblebrookPEB.
About LaSalle Auberge Properties
LaSalle Auberge Backdrop is a arch multi-operator absolute acreage advance trust. LaSalle owns 41 properties, which are upscale, full-service hotels, accretion about 10,400 bedfellow apartment in 11 markets in seven states and the District of Columbia. LaSalle focuses on owning, redeveloping and repositioning upscale, abounding account hotels amidst in urban, resort and assemblage markets. LaSalle Auberge Backdrop seeks to abound through cardinal relationships with arch abode groups, including Admission Hotels & Resorts, Accor, Benchmark Hospitality, Davidson Auberge Company, Evolution Hospitality, HEI Hotels & Resorts, Highgate Hotels, Hilton, Hyatt Hotels Corporation, IHG, JRK Auberge Group, Inc., Marriott International, Noble House Hotels & Resorts, Outrigger Abode Services, Provenance Hotels, Two Roads Hospitality, and Viceroy Auberge Group.
Additional Advice about the Proposed Alliance Transaction and Where to Acquisition It
This advice relates to the proposed alliance transaction pursuant to the acceding of the Acceding and Plan of Merger, anachronous as of September 6, 2018, by and amid Pebblebrook Auberge Trust, Pebblebrook Hotel, L.P., Ping Alliance Sub, LLC, Ping Alliance OP, LP, LaSalle Auberge Backdrop and LaSalle Auberge Operating Partnership, L.P. In affiliation with the proposed alliance transaction, Pebblebrook expects to book with the United States Antithesis and Barter Commission (the “SEC”) a allotment account on Form S-4 that will accommodate a collective proxy account of Pebblebrook and LaSalle that additionally constitutes a advertisement of Pebblebrook, which collective proxy statement/prospectus will be mailed or contrarily broadcast to Pebblebrook shareholders and LaSalle shareholders back it becomes available. Pebblebrook and LaSalle additionally plan to book added accordant abstracts with the SEC apropos the proposed alliance transaction. INVESTORS ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS FILED WITH THE SEC IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER TRANSACTION. You may access a chargeless archetype of the collective proxy statement/prospectus and added accordant abstracts (if and back they become available) filed by Pebblebrook or LaSalle with the SEC at the SEC’s website at www.sec.gov. Copies of the abstracts filed by Pebblebrook with the SEC will be accessible chargeless of allegation on Pebblebrook’s website at www.pebblebrookhotels.com or by contacting Pebblebrook’s Broker Relations at (240) 507-1330. Copies of the abstracts filed by LaSalle with the SEC will be accessible chargeless of allegation on LaSalle’s website at www.lasallehotels.com or by contacting LaSalle’s Broker Relations at (301) 941-1500.
Certain Advice Apropos Participants
Pebblebrook and LaSalle and their corresponding trustees, controlling admiral and added associates of administration and advisers may be accounted to be participants in the abode of proxies in account of the proposed alliance transaction. You can acquisition advice about Pebblebrook’s controlling admiral and advisers in Pebblebrook’s absolute proxy account filed with the SEC on April 27, 2018 in affiliation with Pebblebrook’s 2018 anniversary affair of shareholders. You can acquisition advice about LaSalle’s controlling admiral and admiral in LaSalle’s absolute proxy account filed with the SEC on July 30, 2018 in affiliation with its 2018 appropriate affair of shareholders. Added advice apropos the interests of such abeyant participants will be included in the collective proxy statement/prospectus and added accordant abstracts filed with the SEC if and back they become available. You may access chargeless copies of these abstracts from Pebblebrook or LaSalle application the sources adumbrated above.
No Action or Solicitation
This advice shall not accumulated an action to advertise or the abode of an action to buy any securities, nor shall there be any auction of antithesis in any administration in which such offer, abode or auction would be actionable above-mentioned to allotment or accomplishment beneath the antithesis laws of any such jurisdiction. No alms of antithesis shall be fabricated except by agency of a advertisement affair the requirements of Area 10 of the Antithesis Act of 1933, as adapted (the “Securities Act”).
Cautionary Account Apropos Forward-Looking Statements
Certain statements in this advice that are not in the present or accomplished close or that altercate the expectations of Pebblebrook and/or LaSalle are advanced statements aural the acceptation of Area 27A of the Antithesis Act and Area 21E of the Antithesis Barter Act of 1934, as amended. These advanced attractive statements, which are based on accepted expectations, estimates and projections about the industry and markets in which Pebblebrook and LaSalle accomplish and behavior of and assumptions fabricated by Pebblebrook administration and LaSalle management, absorb uncertainties that could decidedly affect the banking after-effects of Pebblebrook or LaSalle or the accumulated company. Pebblebrook and LaSalle intend such advanced statements to be covered by the safe anchorage accoutrement for advanced statements independent in the Private Antithesis Litigation Reform Act of 1995 and accommodate this account for purposes of acknowledging with these safe anchorage provisions. Words such as “believe,” “expect,” “intend,” “anticipate,” “estimate,” “project” and variations of such words and agnate expressions are advised to analyze such advanced attractive statements, which about are not absolute in nature. Such advanced statements may include, but are not bound to, statements about the advancing allowances of the proposed alliance transaction, including approaching banking and operating results, the affability of the bulk to be accustomed by LaSalle shareholders, the affability of the bulk to be accustomed by Pebblebrook and the accumulated company’s plans, objectives, expectations and intentions and descriptions apropos to these expectations.
All statements that abode operating performance, contest or developments that Pebblebrook and LaSalle apprehend or ahead will action in the approaching — including statements apropos to accepted synergies, bigger clamminess and antithesis area backbone — are advanced attractive statements. These statements are not guarantees of approaching achievement and absorb assertive risks, uncertainties and assumptions that are difficult to predict. Although Pebblebrook and LaSalle accept the expectations reflected in any advanced statements are based on reasonable assumptions, Pebblebrook and LaSalle can accord no affirmation that their expectations will be accomplished and therefore, absolute outcomes and after-effects may alter materially from what is bidding or forecasted in such advanced attractive statements. Some of the factors that may affect outcomes and after-effects include, but are not bound to: (i) the aftereffect of any acknowledged affairs that may be instituted adjoin the companies and others accompanying to the proposed alliance transaction, (ii) hasty difficulties or expenditures apropos to the proposed alliance transaction, the acknowledgment of business ally and competitors to the advertisement of the proposed alliance transaction, and/or abeyant difficulties in agent assimilation as a aftereffect of the advertisement and pendency of the proposed alliance transaction, (iii) changes affecting the absolute acreage industry and changes in banking markets, absorption ante and adopted bill barter rates, (iv) added or hasty antagonism for the companies’ properties, (v) risks associated with the auberge industry, including antagonism for guests and affairs from added hotels and another abode companies, increases in wages, activity costs and added operating costs, abeyant unionization or abutment disruption, absolute or threatened agitator attacks, any blazon of flu or disease-related communicable and downturns in accepted and bounded bread-and-er conditions, (vi) the availability and acceding of costs and basic and the accepted animation of antithesis markets, (vii) the companies’ corresponding affirmation on third-party managers of their corresponding hotels, including their disability to apparatus cardinal business decisions directly, (viii) risks associated with the absolute acreage industry, including ecology contagion and costs of acknowledging with the Americans with Disabilities Act of 1990, as amended, and agnate laws, (ix) the accessible abortion of the companies to advance their corresponding abilities as a REIT and the accident of changes in laws affecting REITs, (x) the achievability of uninsured losses, (xi) risks associated with redevelopment and repositioning projects, including delays and bulk overruns, (xii) the accident of a absolute failure, inadequacy, abeyance or aegis abortion of the companies’ or their corresponding auberge managers’ advice technology networks and systems, (xiii) risks associated with accomplishing accepted acquirement synergies or bulk savings, (xiv) risks associated with the companies’ adeptness to able the proposed alliance transaction and the timing of the closing of the proposed alliance transaction, and (xv) those added risks and factors discussed in letters filed with the SEC by Pebblebrook and LaSalle from time to time, including those discussed beneath the branch “Risk Factors” in their corresponding best afresh filed letters on Forms 10-K and 10-Q. Neither Pebblebrook nor LaSalle undertakes any assignment to amend any advanced statements actualization in this document.
1 Based on the closing bulk of Pebblebrook accepted shares on September 5, 2018 and on the artless closing bulk of LaSalle accepted shares on March 27, 2018 (ex-dividend price).
2 As ahead disclosed, Pebblebrook entered into an acceding to advertise assertive LaSalle backdrop in affiliation with the closing of a Pebblebrook-LaSalle merger. LaSalle has aing that agreement, pursuant to which LaSalle will advertise three of its hotels, with an accumulated of about 1,600 bedfellow rooms, accordingly with the closing of the Pebblebrook-LaSalle merger. We can accord no affirmation that such sales will be completed as planned, or at all. The alliance transaction is not accidental on the achievement of the disposition of these hotels.
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