UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K/A
Amendment
No. 1
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of The Securities Exchange Act of
1934
Date
of Report (Date of earliest event reported): February 15,
2006
HERSHA
HOSPITALITY TRUST
(Exact
name of registrant as specified in its charter)
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Maryland
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001-14765
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251811499
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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510
Walnut Street, 9th Floor
Philadelphia,
Pennsylvania 19106
(Address
and zip code of
principal
executive offices)
Registrant's
telephone number, including area code: (215)
238-1046
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 Instructions A.2. below):
¨
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 13e4(c) under the Exchange Act (17 CFR
240.13e-4(c))
EXPLANATORY
NOTE
This
Amendment No. 1 to the Current Report on Form 8-K filed on February 21, 2006
by
Hersha Hospitality Trust, a Maryland real estate investment trust (“Hersha”), is
being filed to amend and restate the prior filing to include certain historical
financial statements and pro forma financial information pursuant to Item
9.01
of Form 8-K.
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Item
2.01.
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Completion
of Acquisition or Disposition of
Assets.
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Hampton
Inn (Center City)
On
February 15, 2006, Hersha Hospitality Limited Partnership ("HHLP"), the
operating partnership subsidiary of Hersha Hospitality Trust ("HT"), and
Race
Street LLC, a wholly owned subsidiary of HHLP ("Race Street" and with HHLP,
the
"Purchasers") closed on the acquisition of 80% of the outstanding limited
partnership interests in Affordable Hospitality Associates, LP (the "AHA
Partnership"), the owner of the land, improvements and certain personal property
of the Hampton Inn (Center City) situated at 1301 Race Street, Philadelphia,
Pennsylvania (the "Hampton Inn"). The limited partners of the AHA Partnership
that sold their limited partnership interests are Affordable Hospitality,
Inc.
("Affordable"), 3344 Associates ("3344") and Hersha Capital, Inc. ("HCI"
and
collectively with Affordable and 3344, the "AHA Sellers"). Race Street will
be
the sole general partner of the AHA Partnership.
The
purchase price for the limited partnership interests in the AHA Partnership
was
approximately $25.0 million, which was paid from cash on hand and borrowings
under Hersha's revolving credit facility with Commerce Bank. The $25.0 million
in proceeds were used for the repayment of $17.4 million of AHA Partnership’s
existing debt, settlement costs of $0.7 million and distributions to AHA
Sellers
of $6.9 million.
Hersha's
80.0% equity interest in the AHA Partnership carries a 9.0% participating
preferred return. Hersha Hospitality Management L.P. ("HHMLP"), Hersha's
affiliated hotel management company, will manage the Hampton Inn.
Hasu
P.
Shah, our Chairman of the Board of Trustees and former Chief Executive Officer,
owns direct and indirect interests in the AHA Sellers. K.D. Patel, a Trustee
of
HT and a Director of HHMLP, owns direct and indirect interests in the AHA
Sellers. Jay H. Shah, our Chief Executive Officer, owns direct and indirect
interests in the AHA Sellers. Neil H. Shah, our President and Chief Operating
Officer, owns direct and indirect interests in the AHA Sellers. Ashish R.
Parikh, our Chief Financial Officer, owns a direct interest in 3344. David
L.
Desfor, our Treasurer, owns a direct interest in 3344. Kiran P. Patel, our
corporate secretary, owns direct and indirect interests in the AHA Sellers.
Bharat C. Mehta, a Director of HHMLP, owns direct and indirect interests
in the
AHA Sellers. Each of these trustees and executive officers will receive a
portion of the proceeds of the transaction. As a related party transaction,
the
transaction was approved by all of our independent trustees.
A
copy of
the Purchase Agreement was filed as Exhibit 10.2 to the Current Report on
Form
8-K filed by Hersha Hospitality Trust on January 25, 2006.
Hilton
Garden Inn
On
February 16, 2006, HHLP closed on the acquisition of 100% of the outstanding
membership interests in Metro JFK Associates LLC ("Metro LLC"), the owner
of a
leasehold interest in the land, improvements and certain personal property
of
the Hilton Garden Inn JFK situated at 148-18 134 Street, Jamaica, New York
(the
"Garden Inn"). The members of Metro LLC that sold their interests are Shanti
III
Associates ("Shanti"), Kunj Associates ("Kunj"), Devi Associates ("Devi"),
Shree
Associates ("Shree"), David L. Desfor ("Desfor"), Ashish R. Parikh ("Parikh"),
Sal Shahriar ("Shahriar"), The Hasu and Hersha Shah 2004 Trust FBO Neil H.
Shah
("FBO Neil") and The Hasu and Hersha Shah 2004 Trust FBO Jay H. Shah ("FBO
Jay"
and collectively with Shanti, Kunj, Devi, Shree, Desfor, Parikh, Shahriar
and
FBO Neil, the "Sellers").
The
purchase price for the membership interests in Metro LLC was approximately
$29.0
million and consisted of payments from cash on hand and borrowings under
Hersha's revolving credit facility with Commerce Bank of $10.0 million, the
assumption of existing debt of approximately $13.0 million and $6.0 million
of
HHLP operating units, as is more specifically described in Item 3.02 herein.
HHMLP will manage the Garden Inn.
Hasu
P.
Shah, our Chairman of the Board of Trustees and former Chief Executive Officer,
is the general partner of one of the Sellers. K.D. Patel, a Trustee of HT
and a
Director of HHMLP, is the general partner of one of the Sellers. Jay H. Shah,
our Chief Executive Officer, is the beneficiary of and a trustee of one of
the
sellers and is a limited partner in one of the Sellers. Neil H. Shah, our
President and Chief Operating Officer, is the beneficiary of and a trustee
of
one of the Sellers and is a limited partner in one of the Sellers. Ashish
R.
Parikh, our Chief Financial Officer, and David L. Desfor, our Treasurer,
are
each Sellers. Kiran P. Patel, our corporate secretary, is the general partner
of
one of the Sellers. Sal Shahriar is the Executive Vice President of Operations
of HHMLP. Bharat C. Mehta, a Director of HHMLP, is the general partner of
one of
the Sellers. Each of these trustees and executive officers received a portion
of
the proceeds of the transaction. As a related party transaction, the transaction
was approved by all of our independent trustees.
A
copy of
the Contribution Agreement was filed as Exhibit 10.1 to the Current Report
on
Form 8-K filed by Hersha Hospitality Trust on January 25, 2006.
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Item
3.02.
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Unregistered
Sales of Equity
Securities.
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On
February 16, 2006, HHLP issued 657,895 common partnership units (the "Units")
in
connection with the closing of HHLP's acquisition of the membership interests
in
Metro LLC. As consideration for the sale of the Units, HHLP received membership
interests in Metro LLC valued at approximately $6.0 million. In the Contribution
Agreement, each Seller represented that it qualified as an "accredited investor"
as that term is defined in Rule 501 of Regulation D under the Securities
Act,
and the Units were issued pursuant to the registration exemption for the
sale of
unregistered securities to an accredited investor. The Units are immediately
eligible for conversion into shares of HT on a one-for-one basis.
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Item
9.01
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Financial
Statements and Exhibits.
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(a)
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Financial
Statements of Business Acquired.
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See
Exhibit 99.1 which contains Affordable
Hospitality Associates, L.P. and Metro JFK Associates LLC’S combined financial
statements and independent auditor’s report as of December 31, 2005 and 2004 and
is incorporated by reference herein.
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(b)
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Pro
Forma Financial Information.
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See
Exhibit 99.2 which contains pro forma financial information and
is
incorporated by reference herein.
Exhibit
99.1 Financial Statements of Affordable
Hospitality Associates, L.P. and Metro JFK Associates LLC.
SIGNATURE
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 thereunto
duly authorized.
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HERSHA
HOSPITALITY TRUST
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Date:
April 4, 2006
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By:
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/s/
Michael R. Gillespie
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Michael
R.
Gillespie |
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Chief
Accounting
Officer |