-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, UWfFEx0ZYyKboncdi1GnDOAzfokO27sJC9uWiqDI0kYr6YtBrK1M2d63ZaDEEcc9 MjwMJs7y0PZQkv10oh4/gQ== 0000950142-06-000791.txt : 20060420 0000950142-06-000791.hdr.sgml : 20060419 20060419172307 ACCESSION NUMBER: 0000950142-06-000791 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20060413 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Material Modifications to Rights of Security Holders ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060419 DATE AS OF CHANGE: 20060419 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MERISTAR HOSPITALITY CORP CENTRAL INDEX KEY: 0001012967 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 752648842 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-11903 FILM NUMBER: 06768022 BUSINESS ADDRESS: STREET 1: 6430 ROCKLEDGE DRIVE, SUITE 200 CITY: BETHESDA STATE: MD ZIP: 20817 BUSINESS PHONE: 301-581-5900 MAIL ADDRESS: STREET 1: 6430 ROCKLEDGE DRIVE, SUITE 200 CITY: BETHESDA STATE: MD ZIP: 20817 FORMER COMPANY: FORMER CONFORMED NAME: AMERICAN GENERAL HOSPITALITY CORP DATE OF NAME CHANGE: 19960428 8-K 1 form8k-mhc_041306.txt CURRENT REPORT ================================================================================ UNITED STATES 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): April 13, 2006 MERISTAR HOSPITALITY CORPORATION - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) 1-11903 - -------------------------------------------------------------------------------- (Commission File Number) MARYLAND 72-2648842 - -------------------------------------------------------------------------------- (State or other jurisdiction (I.R.S. Employer of incorporation) Identification No.) 6430 ROCKLEDGE DRIVE, SUITE 200 BETHESDA, MARYLAND 20817 - -------------------------------------------------------------------------------- (Address of principal executive offices) Registrant's telephone number, including area code: (301) 581-5900 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. 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 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ============================================================================== ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT MeriStar Hospitality Corporation ("MeriStar"), MeriStar Hospitality Operating Partnership, L.P. (the "Operating Partnership"), MeriStar Hospitality Finance Corp. ("Finance Corp."), certain of MeriStar's subsidiaries (the "9% Subsidiaries") and U.S. Bank Trust National Association ("U.S. Bank") have entered into a third supplemental indenture, dated as of April 13, 2006 (the "9% Supplemental Indenture") to the Indenture dated as of January 26, 2001, by and among MeriStar, the Operating Partnership, Finance Corp. the 9% Subsidiaries and U.S. Bank, as supplemented by the First Supplemental Indenture, dated as of December 19, 2001, and the Second Supplemental Indenture, dated as of February 7, 2002 (as supplemented, the "9% Indenture"), relating to the Operating Partnership's and Finance Corp.'s outstanding 9% Senior Notes due 2008 (the "9% Notes"). MeriStar, the Operating Partnership, MeriStar Hospitality Finance Corp. III ("Finance Corp. III"), certain of MeriStar's subsidiaries (the "9.125% Subsidiaries") and U.S. Bank have also entered into a supplemental indenture, dated as of April 13, 2006, (the "9.125% Supplemental Indenture" and together with the 9% Supplemental Indenture, the "Supplemental Indentures") to the Indenture dated as of February 7, 2002 (the "9.125% Indenture," and together with the 9% Indenture, the "Indentures"), by and among MeriStar, the Operating Partnership, Finance Corp. III, the 9.125% Subsidiaries and U.S. Bank, relating to the Operating Partnership's and Finance Corp. III's outstanding 9.125% Senior Notes due 2011 (the "9.125% Notes" and together with the 9% Notes, the "Notes"). The Supplemental Indentures were entered into in connection with MeriStar's previously announced tender offers and consent solicitations with respect to the Notes, which were commenced on March 29, 2006 (the "Offers"). The Supplemental Indentures amend the Indentures to eliminate substantially all of the restrictive covenants contained in such Indentures and the Notes (except for certain covenants related to asset sales and change of control offers), eliminate certain events of default and modify covenants regarding mergers, including to permit mergers with entities other than corporations, modify provisions regarding defeasance and/or satisfaction and discharge to eliminate certain conditions, and modify or eliminate certain other provisions contained in such Indentures and the Notes. The amendments to the Indentures became effective on April 13, 2006, but will become operative concurrently with the mergers of MeriStar and the Operating Partnership with affiliates of The Blackstone Group (the "Mergers") as described in the Offer documents and provided that all validly tendered Notes are accepted for purchase pursuant to the tender offers upon consummation of the Mergers. The foregoing summary is qualified in its entirety by reference to the Supplemental Indentures, copies of which are attached as Exhibits 4.1 and 4.2 hereto and are incorporated by reference herein. ITEM 3.03 MATERIAL MODIFICATION TO RIGHTS OF SECURITY HOLDERS See description under Item 1.01, Entry into a Material Definitive Agreement above regarding the execution on April 13, 2006 of the Supplemental Indentures relating to the Notes. ITEM 7.01 REGULATION FD DISCLOSURE On April 13, 2006, MeriStar issued a press release announcing that, as of 5:00 p.m., New York City time, on Wednesday, April 12, 2006, the Operating Partnership had received the requisite tenders and consents from holders of more than a majority in aggregate principal amount of each of its outstanding Notes in connection with its Offers. A copy of the press release is attached as Exhibit 99.1 hereto and is incorporated herein by reference. On April 17, 2006, MeriStar issued a press release announcing the consideration to be paid for the Notes in the Offers. A copy of the press release is attached as Exhibit 99.2 hereto and is incorporated by reference herein by reference. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS (a) None. (b) None. (c) None. (d) Exhibits. EXHIBIT NUMBER DESCRIPTION OF EXHIBITS - ------- ----------------------- 4.1 Third Supplemental Indenture, dated as of April 13, 2006, relating to the 9% Senior Notes due 2008. 4.2 Supplemental Indenture, dated as of April 13, 2006, relating to the 9.125% Senior Notes due 2011. 99.1 Press Release dated April 13, 2006. 99.2 Press Release dated April 17, 2006. 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. MERISTAR HOSPITALITY CORPORATION BY: /s/ Jerome J. Kraisinger -------------------------------- Jerome J. Kraisinger Executive Vice President, Secretary and General Counsel Date: April 19, 2006 EXHIBIT INDEX EXHIBIT NO. EXHIBIT - ----------- ------- 4.1 Third Supplemental Indenture, dated as of April 13, 2006, relating to the 9% Senior Notes due 2008. 4.2 Supplemental Indenture, dated as of April 13, 2006, relating to the 9.125% Senior Notes due 2011. 99.1 Press Release dated April 13, 2006. 99.2 Press Release dated April 17, 2006. EX-4 2 ex4-1form8k_041306.txt EXHIBIT 4.1 EXHIBIT 4.1 ----------- THIRD SUPPLEMENTAL INDENTURE This "Supplemental Indenture", dated as of April 13, 2006, to the Indenture dated as of January 26, 2001, as supplemented by the First Supplemental Indenture dated as of December 19, 2001 and the Second Supplemental Indenture dated as of February 7, 2002 (as supplemented, the "Indenture") among MeriStar Hospitality Operating Partnership, L.P., a Delaware limited partnership (the "Company"), MeriStar Hospitality Finance Corp., a Delaware corporation ("MeriStar Finance," and, together with the Company, the "Issuers"), MeriStar Hospitality Corporation, a Maryland corporation (the "Parent"), the subsidiary guarantors who are parties thereto (the "Subsidiary Guarantors"), and U.S. Bank Trust National Association, as trustee (the "Trustee"). W I T N E S S E T H: WHEREAS, the Issuers, the Parent, the Subsidiary Guarantors and the Trustee have heretofore executed and delivered the Indenture, and the Issuers have issued pursuant to the Indenture their 9% Senior Notes due 2008 (the "Notes"); WHEREAS, Section 9.2 of the Indenture provides that the Issuers, the Parent, the Subsidiary Guarantors and the Trustee may, with the requisite consents of the holders, enter into a supplemental indenture for the purpose of amending certain provisions of the Indenture; WHEREAS, the Company has offered to purchase for cash any and all of the outstanding Notes upon the terms and subject to the conditions set forth in the Offer to Purchase and Consent Solicitation Statement, dated March 29, 2006 (as the same may be amended or supplemented from time to time, the "Statement"), and in the related Consent and Letter of Transmittal (as the same may be amended or supplemented from time to time, together with the Statement, the "Offer"), from each Holder of such Notes; WHEREAS, the Offer is conditioned upon, among other things, certain amendments to the Indenture and to the Notes set forth in Article Two, Article Three and Article Four of this Supplemental Indenture (the "Amendments") having been approved by Holders of at least a majority of the outstanding principal amount of the Notes (and a supplemental indenture in respect thereof having been executed and delivered), provided that the Amendments will become operative concurrently with the Mergers (as defined in the Statement) and provided all validly tendered Notes are accepted for purchase pursuant to the Offer upon consummation of the Mergers (the "Acceptance"); WHEREAS, the Company has received and delivered to the Trustee the consents from Holders of a majority of the outstanding principal amount of the Notes to effect the Amendments; 2 WHEREAS, each of the Issuers, the Parent and the Subsidiary Guarantors have been authorized by resolutions of their General Partner or Board of Directors, as the case may be, to enter into this Supplemental Indenture; and WHEREAS, all acts, conditions, proceedings and requirements necessary to make this Supplemental Indenture a valid, binding and legal agreement enforceable in accordance with its terms for the purposes expressed herein, in accordance with its terms, have been duly done and performed; NOW, THEREFORE, in consideration of the premises and the covenants and agreements contained herein, and for other good and valuable consideration the receipt of which is hereby acknowledged, the Issuers, the Parent, the Subsidiary Guarantors and the Trustee hereby agree as follows: ARTICLE ONE SECTION 1.01. DEFINITIONS. Capitalized terms used in this Supplemental Indenture and not otherwise defined herein shall have the meanings assigned to such terms in the Indenture. ARTICLE TWO SECTION 2.01. AMENDMENTS TO TABLE OF CONTENTS. The Table of Contents of the Indenture is amended by deleting the titles to Sections 4.3, 4.5 through and including 4.9, 4.11, 4.12, 4.12A, 4.15 through and including 4.18, 4.18A and 4.21, and inserting, in each case, in lieu thereof the phrase "[intentionally omitted]". ARTICLE THREE SECTION 3.01. ELIMINATION OF CERTAIN DEFINITIONS IN ARTICLE 1. Sections 1.1 and 1.2 of the Indenture are amended by deleting all definitions of terms, and references to definitions of terms, that are used exclusively in text of the Indenture and the Notes that are being otherwise eliminated by this Supplemental Indenture. 3 SECTION 3.02. ELIMINATION OF CERTAIN PROVISIONS IN ARTICLE 4. Article 4 of the Indenture is amended by deleting the text of each of Sections 4.3, 4.5 through and including 4.9, 4.11, 4.12, 4.12A, 4.15 through and including 4.18, 4.18A and 4.21 in its entirety and inserting, in each case, in lieu thereof the phrase "[intentionally omitted]". SECTION 3.03. AMENDMENT OF CERTAIN PROVISIONS IN ARTICLE 5. Section 5.1 of the Indenture is amended by adding ", Person or entity" after "corporation" in each place it appears in clause (i) and deleting the text of each of clauses (iii) and (iv) in its entirety and, in each case, inserting in lieu thereof the phrase "[intentionally omitted]". SECTION 3.04. AMENDMENT OF CERTAIN PROVISIONS IN ARTICLE 6. Section 6.1 of the Indenture is amended by: (a) deleting the text of each of clauses (4) through and including (8) in its entirety and, in each case, inserting in lieu thereof the phrase "[intentionally omitted]"; (b) deleting from clause (9) the phrase ", any of the Company's or the Parent's Subsidiaries that would constitute a Significant Subsidiary of the Company or the Parent or any group of the Company's and/or the Parent's Subsidiaries that, taken together, would constitute a Significant Subsidiary of the Company or the Parent," and adding "or" after "the Company" and before "the Parent"; (c) deleting from clauses (a) and (c) of clause (10) the phrase ", any Subsidiary of the Company or the Parent that is a Significant Subsidiary of the Company or the Parent or any group of the Company's and/or the Parent's Subsidiaries that, taken together, would constitute a Significant Subsidiary of the Company or the Parent" in each place it appears in this clause and adding "or" after "the Company" and before "the Parent" in each place they appear in this clause; and (d) deleting clause (b) of clause (10) in its entirety and inserting in lieu thereof "appoints a custodian of the Company or the Parent, or for all or substantially all of the property of the Company or the Parent, or". SECTION 3.05. AMENDMENT OF CERTAIN PROVISIONS IN ARTICLE 8. Section 8.1 of the Indenture is amended by deleting clause (iii) of clause (b) in its entirety and inserting in lieu thereof the phrase "[intentionally omitted]"; and Section 8.4 of the Indenture is amended by deleting the text of each of clauses (b) through and including (g) in its entirety and, in each case, inserting in lieu thereof the phrase "[intentionally omitted]". 4 SECTION 3.06. AMENDMENT OF CERTAIN PROVISIONS IN ARTICLE 10. Section 10.2 of the Indenture is amended by deleting the text of each of clauses (b) and (c) in its entirety and inserting in lieu thereof the phrase "[intentionally omitted]". ARTICLE FOUR SECTION 4.01. ELIMINATION OF CERTAIN PROVISIONS IN THE NOTES. The Notes are deemed to be amended as follows: Section 11 of the Notes is amended by: (a) deleting the text of each of clauses (iv) through and including (viii) in its entirety and inserting, in each case, in lieu thereof the phrase "[intentionally omitted]"; (b) deleting the phrase in clause (ix) ", any of the Company's or the Parent's Subsidiaries that would constitute a Significant Subsidiary or any group of the Company's and/or the Parent's Subsidiaries that, taken together, would constitute a Significant Subsidiary"; and (c) inserting in clause (ix) the word "or" after "the Company" and before "the Parent". ARTICLE FIVE SECTION 5.01. EFFECTIVENESS OF AMENDMENTS TO INDENTURE. Notwithstanding any other provision of this Supplemental Indenture, (i) this Supplemental Indenture shall be effective upon its signing by the parties hereto but (ii) the Amendments shall become operative concurrently with the Mergers (as defined in the Statement) and provided all validly tendered Notes are accepted for purchase pursuant to the Offer upon consummation of the Mergers. SECTION 5.02. NEW YORK LAW TO GOVERN. The internal law of the State of New York shall govern and be used to construe this Supplemental Indenture. SECTION 5.03. COUNTERPARTS. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. SECTION 5.04. EFFECT OF HEADINGS. The Section headings herein are for convenience only and shall not affect the construction hereof. 5 SECTION 5.05. CONFLICT WITH TRUST INDENTURE ACT. If any provision of this Supplemental Indenture limits, qualifies or conflicts with any provision of the Trust Indenture Act that may not be so limited, qualified or conflicted with, such provision of such Act shall control. If any provision of this Supplemental Indenture modifies or excludes any provision of the Trust Indenture Act that may be so modified or excluded, the provision of such Act shall be deemed to apply to the Indenture as so modified or to be excluded by this Supplemental Indenture, as the case may be. SECTION 5.06. SEPARABILITY CLAUSE. In case any provision in this Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. SECTION 5.07. BENEFITS OF SUPPLEMENTAL INDENTURE, ETC. Nothing in this Supplemental Indenture, the Indenture or the Notes, express or implied, shall give to any person, other than the parties hereto and thereto and their successors hereunder and thereunder and the Holders of Notes, any benefit of any legal or equitable right, remedy or claim under the Indenture, this Supplemental Indenture or the Notes. IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed, all as of the date first above written. ISSUERS: -------- MERISTAR HOSPITALITY OPERATING PARTNERSHIP, L.P., a Delaware limited partnership By: MeriStar Hospitality Corporation, as general partner By: /s/ Bruce G. Wiles ----------------------------------- Name: Bruce G. Wiles Title: President MERISTAR HOSPITALITY FINANCE CORP., a Delaware corporation By: /s/ Bruce G. Wiles ----------------------------------- Name: Bruce G. Wiles Title: President PARENT: ------- MERISTAR HOSPITALITY CORPORATION, a Maryland corporation By: /s/ Bruce G. Wiles ----------------------------------- Name: Bruce G. Wiles Title: President 7 SUBSIDIARY GUARANTORS: ---------------------- MERISTAR LP, INC., a Nevada corporation By: /s/ Bruce G. Wiles ----------------------------------- Name: Bruce G. Wiles Title: President MERISTAR HOTEL LESSEE, INC., a Delaware corporation By: /s/ Bruce G. Wiles ----------------------------------- Name: Bruce G. Wiles Title: President AGH PSS I, INC., a Delaware corporation By: /s/ Bruce G. Wiles ----------------------------------- Name: Bruce G. Wiles Title: President MERISTAR ACQUISITION COMPANY, L.L.C., a Delaware limited liability company By: MeriStar Hospitality Operating Partnership, L.P., a Delaware limited partnership, member By: MeriStar Hospitality Corporation, a Maryland corporation, general partner By: /s/ Bruce G. Wiles --------------------------- Name: Bruce G. Wiles Title: President 8 AGH UPREIT LLC, Delaware limited liability company By: MeriStar Hospitality Operating Partnership, L.P., a Delaware limited partnership, member By: MeriStar Hospitality Corporation, a Maryland corporation, general partner By: /s/ Bruce G. Wiles --------------------------- Name: Bruce G. Wiles Title: President MERISTAR SUB 4C, L.P. MERISTAR SUB 4G, L.P. MERISTAR SUB 4F, L.P. MERISTAR SUB 4E, L.P. MERISTAR SUB 4H, L.P. MERISTAR SUB 4B, L.P. MERISTAR SUB 4I, L.P. MERISTAR SUB 1E, L.P. MERISTAR SUB 1D, L.P. MERISTAR SUB 1C, L.P., each a Delaware limited partnership By: MeriStar Hospitality Operating Partnership, L.P., a Delaware limited partnership, member By: MeriStar Hospitality Corporation, a Maryland corporation, general partner By: /s/ Bruce G. Wiles --------------------------- Name: Bruce G. Wiles Title: President 9 MERISTAR SUB 7H, L.L.C. MERISTAR SUB 1B, L.L.C. MERISTAR SUB 7G, L.L.C. MERISTAR SUB 6J, L.L.C. MERISTAR SUB 6K, L.L.C. MERISTAR SUB 6I, L.L.C. MERISTAR SUB 3D, L.L.C. MERISTAR SUB 5R, L.L.C. MERISTAR SUB 5A, L.L.C. MERISTAR SUB 6G, L.L.C. MERISTAR SUB 3A, L.L.C. MERISTAR SUB 1A, L.L.C. MERISTAR SUB 5E, L.L.C. MERISTAR SUB 5D, L.L.C. MERISTAR SUB 4J, L.L.C. CAPSTAR CHERRY HILL COMPANY, L.L.C. MERISTAR SUB 6C, L.L.C. MERISTAR SUB 4D, L.L.C. MERISTAR SUB 6E, L.L.C. MERISTAR SUB 6D, L.L.C. MERISTAR SUB 5C, L.L.C. MERISTAR SUB 7E, L.L.C. MERISTAR SUB 3C, L.L.C. MERISTAR SUB 3B, L.L.C. MERISTAR SUB 8D, L.L.C. MERISTAR SUB 7F, L.L.C. MERISTAR SUB 7D, L.L.C. MERISTAR SUB 8E, L.L.C. MERISTAR SUB 8C, L.L.C. MERISTAR SUB 6B, L.L.C. MERISTAR SUB 6A, L.L.C. MERISTAR SUB 6F, L.L.C. MERISTAR SUB 8B, L.L.C. MERISTAR SUB 5K, LLC MERISTAR SUB 5H, LLC MERISTAR SUB 2B, LLC MERISTAR SUB 2D, LLC MERISTAR SUB 2C, LLC MERISTAR SUB 2A, LLC 10 MERISTAR SUB 7C, LLC MERISTAR SUB 8G, LLC, each a Delaware limited liability company By: MeriStar Hospitality Operating Partnership, L.P., a Delaware limited partnership, member By: MeriStar Hospitality Corporation, a Maryland corporation, general partner By: /s/ Bruce G. Wiles --------------------------- Name: Bruce G. Wiles Title: President MERISTAR SUB 7B, L.P. By: MeriStar Sub 7C, LLC, a Delaware limited liability company, general partner By: MeriStar Hospitality Operating Partnership, L.P., a Delaware limited partnership, member By: /s/ Bruce G. Wiles --------------------------- Name: Bruce G. Wiles Title: President 11 MERISTAR SUB 6L, LLC, a Delaware limited liability company By: AGH UPREIT LLC, a Delaware limited liability company, member By: MeriStar Hospitality Operating Partnership, L.P., a Delaware limited partnership, member By: MeriStar Hospitality Corporation, a Maryland corporation, member By: /s/ Bruce G. Wiles --------------------------- Name: Bruce G. Wiles Title: President MeriStar Hospitality Operating Partnership, L.P., a Delaware limited partnership, member By: MeriStar Hospitality Corporation, a Maryland corporation, general partner By: /s/ Bruce G. Wiles ------------------------------- Name: Bruce G. Wiles Title: President 12 MDV LIMITED PARTNERSHIP, a Texas limited partnership MERISTAR SUB 4A, LTD., a Texas limited partnership MERISTAR SUB 5G, LTD., a Florida limited partnership MERISTAR SUB 6H, L.P., a Delaware limited partnership By: AGH UPREIT LLC, a Delaware limited liability company, their general partner By: MeriStar Hospitality Operating Partnership, L.P., a Delaware limited partnership, member By: MeriStar Hospitality Corporation, a Maryland corporation, general partner By: /s/ Bruce G. Wiles ------------------------- Name: Bruce G. Wiles Title: President 13 MERISTAR SUB 6M COMPANY, a Maryland general partnership By: MeriStar Sub 6A, L.L.C., a Delaware limited liability company, partner By: MeriStar Hospitality Operating Partnership, L.P., a Delaware limited partnership, member By: MeriStar Hospitality Corporation, a Maryland corporation, general partner By: /s/ Bruce G. Wiles ------------------------- Name: Bruce G. Wiles Title: President MeriStar Sub 6F, L.L.C., a Delaware limited liability company, partner By: MeriStar Hospitality Operating Partnership, L.P., a Delaware limited partnership, member By: MeriStar Hospitality Corporation, a Maryland corporation, general partner By: /s/ Bruce G. Wiles ------------------------- Name: Bruce G. Wiles Title: President 14 MERISTAR SUB 7A JOINT VENTURE, an Ohio general partnership By: AGH UPREIT LLC, a Delaware limited liability company, partner By: MeriStar Hospitality Operating Partnership, L.P., a Delaware limited partnership, member By: MeriStar Hospitality Corporation, a Maryland corporation, member By: /s/ Bruce G. Wiles ------------------------- Name: Bruce G. Wiles Title: President MeriStar Hospitality Operating Partnership, L.P., a Delaware limited partnership, member By: MeriStar Hospitality Corporation, a Maryland corporation, general partner By: /s/ Bruce G. Wiles --------------------------------- Name: Bruce G. Wiles Title: President 15 MERISTAR SUB 8F, LTD., a Texas general partnership By: MeriStar Sub 8G, LLC a Delaware limited liability company, its general partner By: MeriStar Hospitality Operating Partnership, L.P., a Delaware limited partnership, its managing member By: MeriStar Hospitality Corporation, a Maryland corporation, its general partner By: /s/ Bruce G. Wiles ------------------------- Name: Bruce G. Wiles Title: President MERISTAR SUB 8A, LLC, a Delaware limited liability company By: AGH UPREIT LLC, a Delaware limited liability company, its managing member By: MeriStar Hospitality Operating Partnership, L.P., a Delaware limited partnership, its member By: MeriStar Hospitality Corporation, a Maryland corporation, its general partner By: /s/ Bruce G. Wiles ------------------------- Name: Bruce G. Wiles Title: President 16 MERISTAR HOSPITALITY FINANCE CORP. II, a Delaware corporation By: /s/ Bruce G. Wiles ------------------------------------ Name: Bruce G. Wiles Title: President MERISTAR HOSPITALITY FINANCE CORP. III, a Delaware corporation By: /s/ Bruce G. Wiles ------------------------------------ Name: Bruce G. Wiles Title: President U.S. BANK TRUST NATIONAL ASSOCIATION, as Trustee By: /s/ Thomas E. Tabor ------------------------------------ Name: Thomas E. Tabor Title: Vice President EX-4 3 ex4-2form8k_041306.txt EXHIBIT 4.2 EXHIBIT 4.2 ----------- SUPPLEMENTAL INDENTURE This "Supplemental Indenture", dated as of April 13, 2006, to the Indenture dated as of February 7, 2002 (the "Indenture") among MeriStar Hospitality Operating Partnership, L.P., a Delaware limited partnership (the "Company"), MeriStar Hospitality Finance Corp. III, a Delaware corporation ("MeriStar Finance," and, together with the Company, the "Issuers"), MeriStar Hospitality Corporation, a Maryland corporation (the "Parent"), the subsidiary guarantors who are parties thereto (the "Subsidiary Guarantors"), and U.S. Bank Trust National Association, as trustee (the "Trustee"). W I T N E S S E T H: WHEREAS, the Issuers, the Parent, the Subsidiary Guarantors and the Trustee have heretofore executed and delivered the Indenture, and the Issuers have issued pursuant to the Indenture their 9 1/8% Senior Notes due 2011 (the "Notes"); WHEREAS, Section 9.2 of the Indenture provides that the Issuers, the Parent, the Subsidiary Guarantors and the Trustee may, with the requisite consents of the holders, enter into a supplemental indenture for the purpose of amending certain provisions of the Indenture; WHEREAS, the Company has offered to purchase for cash any and all of the outstanding Notes upon the terms and subject to the conditions set forth in the Offer to Purchase and Consent Solicitation Statement, dated March 29, 2006 (as the same may be amended or supplemented from time to time, the "Statement"), and in the related Consent and Letter of Transmittal (as the same may be amended or supplemented from time to time, together with the Statement, the "Offer"), from each Holder of such Notes; WHEREAS, the Offer is conditioned upon, among other things, certain amendments to the Indenture and to the Notes set forth in Article Two, Article Three and Article Four of this Supplemental Indenture (the "Amendments") having been approved by Holders of at least a majority of the outstanding principal amount of the Notes (and a supplemental indenture in respect thereof having been executed and delivered), provided that the Amendments will become operative concurrently with the Mergers (as defined in the Statement) and provided all validly tendered Notes are accepted for purchase pursuant to the Offer upon consummation of the Mergers (the "Acceptance"); WHEREAS, the Company has received and delivered to the Trustee the consents from Holders of a majority of the outstanding principal amount of the Notes to effect the Amendments; WHEREAS, each of the Issuers, the Parent and the Subsidiary Guarantors have been authorized by resolutions of their General Partner or Board of Directors, as the case may be, to enter into this Supplemental Indenture; and 2 WHEREAS, all acts, conditions, proceedings and requirements necessary to make this Supplemental Indenture a valid, binding and legal agreement enforceable in accordance with its terms for the purposes expressed herein, in accordance with its terms, have been duly done and performed; NOW, THEREFORE, in consideration of the premises and the covenants and agreements contained herein, and for other good and valuable consideration the receipt of which is hereby acknowledged, the Issuers, the Parent, the Subsidiary Guarantors and the Trustee hereby agree as follows: ARTICLE ONE SECTION 1.01. DEFINITIONS. Capitalized terms used in this Supplemental Indenture and not otherwise defined herein shall have the meanings assigned to such terms in the Indenture. ARTICLE TWO SECTION 2.01. AMENDMENTS TO TABLE OF CONTENTS. The Table of Contents of the Indenture is amended by deleting the titles to Sections 4.3, 4.5 through and including 4.9, 4.11, 4.12, 4.15 through and including 4.18 and 4.21, and inserting, in each case, in lieu thereof the phrase "[intentionally omitted]". ARTICLE THREE SECTION 3.01. ELIMINATION OF CERTAIN DEFINITIONS IN ARTICLE 1. Sections 1.1 and 1.2 of the Indenture are amended by deleting all definitions of terms, and references to definitions of terms, that are used exclusively in text of the Indenture and the Notes that are being otherwise eliminated by this Supplemental Indenture. SECTION 3.02. ELIMINATION OF CERTAIN PROVISIONS IN ARTICLE 4. Article 4 of the Indenture is amended by deleting the text of each of Sections 4.3, 4.5 through and including 4.9, 4.11, 4.12, 4.15 through and including 4.18 and 4.21 in its entirety and inserting, in each case, in lieu thereof the phrase "[intentionally omitted]". 3 SECTION 3.03. AMENDMENT OF CERTAIN PROVISIONS IN ARTICLE 5. Section 5.1 of the Indenture is amended by adding ", Person or entity" after "corporation" in each place it appears in clause (i) and deleting the text of each of clauses (iii) and (iv) in its entirety and inserting, in each case, in lieu thereof the phrase "[intentionally omitted]". SECTION 3.04. AMENDMENT OF CERTAIN PROVISIONS IN ARTICLE 6. Section 6.1 of the Indenture is amended by: (a) deleting the text of each of clauses (4) through and including (8) in its entirety and inserting, in each case, in lieu thereof the phrase "[intentionally omitted]"; (b) deleting from clause (9) the phrase ", any of the Company's or the Parent's Subsidiaries that would constitute a Significant Subsidiary of the Company or the Parent or any group of the Company's and/or the Parent's Subsidiaries that, taken together, would constitute a Significant Subsidiary of the Company or the Parent," and adding "or" after "the Company" and before "the Parent"; (c) deleting from clauses (a) and (c) of clause (10) the phrase ", any Subsidiary of the Company or the Parent that is a Significant Subsidiary of the Company or the Parent or any group of the Company's and/or the Parent's Subsidiaries that, taken together, would constitute a Significant Subsidiary of the Company or the Parent" in each place it appears in this clause and adding "or" after "the Company" and before "the Parent" in each place they appear in this clause; and (d) deleting clause (b) of clause (10) in its entirety and inserting in lieu thereof "appoints a Custodian of the Company or the Parent, or for all or substantially all of the property of the Company or the Parent, or". SECTION 3.05. AMENDMENT OF CERTAIN PROVISIONS IN ARTICLE 8. Section 8.1 of the Indenture is amended by deleting clause (iii) of clause (b) in its entirety and inserting in lieu thereof the phrase "[intentionally omitted]"; and Section 8.4 of the Indenture is amended by deleting the text of each of clauses (b) through and including (g) in its entirety and inserting, in each case, in lieu thereof the phrase "[intentionally omitted]". SECTION 3.06. AMENDMENT OF CERTAIN PROVISIONS IN ARTICLE 10. Section 10.2 of the Indenture is amended by deleting the text of each of clauses (b) and (c) in its entirety and inserting, in each case, in lieu thereof the phrase "[intentionally omitted]". 4 ARTICLE FOUR SECTION 4.01. ELIMINATION OF CERTAIN PROVISIONS IN THE NOTES. The Notes are deemed to be amended as follows: Section 11 of the Notes is amended by: (a) deleting the text of each of clauses (iv) through and including (viii) in its entirety and inserting, in each case, in lieu thereof the phrase "[intentionally omitted]"; (b) deleting the phrase in clause (ix) ", any of the Company's or the Parent's Subsidiaries that would constitute a Significant Subsidiary or any group of the Company's and/or the Parent's Subsidiaries that, taken together, would constitute a Significant Subsidiary"; and (c) inserting in clause (ix) the word "or" after "the Company" and before "the Parent". ARTICLE FIVE SECTION 5.01. EFFECTIVENESS OF AMENDMENTS TO INDENTURE. Notwithstanding any other provision of this Supplemental Indenture, (i) this Supplemental Indenture shall be effective upon its signing by the parties hereto but (ii) the Amendments shall become operative concurrently with the Mergers (as defined in the Statement) and provided all validly tendered Notes are accepted for purchase pursuant to the Offer upon consummation of the Mergers. SECTION 5.02. NEW YORK LAW TO GOVERN. The internal law of the State of New York shall govern and be used to construe this Supplemental Indenture. SECTION 5.03. COUNTERPARTS. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. SECTION 5.04. EFFECT OF HEADINGS. The Section headings herein are for convenience only and shall not affect the construction hereof. SECTION 5.05. CONFLICT WITH TRUST INDENTURE ACT. If any provision of this Supplemental Indenture limits, qualifies or conflicts with any provision of the Trust Indenture Act that may not be so limited, qualified or conflicted with, such provision of such Act shall control. If any provision of this Supplemental Indenture modifies or excludes any provision of the Trust Indenture Act that may be so modified or 5 excluded, the provision of such Act shall be deemed to apply to the Indenture as so modified or to be excluded by this Supplemental Indenture, as the case may be. SECTION 5.06. SEPARABILITY CLAUSE. In case any provision in this Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. SECTION 5.07. BENEFITS OF SUPPLEMENTAL INDENTURE, ETC. Nothing in this Supplemental Indenture, the Indenture or the Notes, express or implied, shall give to any person, other than the parties hereto and thereto and their successors hereunder and thereunder and the Holders of Notes, any benefit of any legal or equitable right, remedy or claim under the Indenture, this Supplemental Indenture or the Notes. IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed, all as of the date first above written. ISSUERS: -------- MERISTAR HOSPITALITY OPERATING PARTNERSHIP, L.P., a Delaware limited partnership By: MeriStar Hospitality Corporation, as general partner By: /s/ Bruce G. Wiles ----------------------------------- Name: Bruce G. Wiles Title: President MERISTAR HOSPITALITY FINANCE CORP. III, a Delaware corporation By: /s/ Bruce G. Wiles ----------------------------------- Name: Bruce G. Wiles Title: President PARENT: ------- MERISTAR HOSPITALITY CORPORATION, a Maryland corporation By: /s/ Bruce G. Wiles ----------------------------------- Name: Bruce G. Wiles Title: President 7 SUBSIDIARY GUARANTORS: ---------------------- MERISTAR LP, INC., a Nevada corporation By: /s/ Bruce G. Wiles ----------------------------------- Name: Bruce G. Wiles Title: President MERISTAR HOTEL LESSEE, INC., a Delaware corporation By: /s/ Bruce G. Wiles ----------------------------------- Name: Bruce G. Wiles Title: President AGH PSS I, INC., a Delaware corporation By: /s/ Bruce G. Wiles ----------------------------------- Name: Bruce G. Wiles Title: President MERISTAR ACQUISITION COMPANY, L.L.C., a Delaware limited liability company By: MeriStar Hospitality Operating Partnership, L.P., a Delaware limited partnership, member By: MeriStar Hospitality Corporation, a Maryland corporation, general partner By: /s/ Bruce G. Wiles --------------------------- Name: Bruce G. Wiles Title: President 8 AGH UPREIT LLC, Delaware limited liability company By: MeriStar Hospitality Operating Partnership, L.P., a Delaware limited partnership, member By: MeriStar Hospitality Corporation, a Maryland corporation, general partner By: /s/ Bruce G. Wiles --------------------------- Name: Bruce G. Wiles Title: President MERISTAR SUB 4C, L.P. MERISTAR SUB 4G, L.P. MERISTAR SUB 4F, L.P. MERISTAR SUB 4E, L.P. MERISTAR SUB 4H, L.P. MERISTAR SUB 4B, L.P. MERISTAR SUB 4I, L.P. MERISTAR SUB 1E, L.P. MERISTAR SUB 1D, L.P. MERISTAR SUB 1C, L.P., each a Delaware limited partnership By: MeriStar Hospitality Operating Partnership, L.P., a Delaware limited partnership, member By: MeriStar Hospitality Corporation, a Maryland corporation, general partner By: /s/ Bruce G. Wiles --------------------------- Name: Bruce G. Wiles Title: President 9 MERISTAR SUB 7H, L.L.C. MERISTAR SUB 1B, L.L.C. MERISTAR SUB 7G, L.L.C. MERISTAR SUB 6J, L.L.C. MERISTAR SUB 6K, L.L.C. MERISTAR SUB 6I, L.L.C. MERISTAR SUB 3D, L.L.C. MERISTAR SUB 5R, L.L.C. MERISTAR SUB 5A, L.L.C. MERISTAR SUB 6G, L.L.C. MERISTAR SUB 3A, L.L.C. MERISTAR SUB 1A, L.L.C. MERISTAR SUB 5E, L.L.C. MERISTAR SUB 5D, L.L.C. MERISTAR SUB 4J, L.L.C. CAPSTAR CHERRY HILL COMPANY, L.L.C. MERISTAR SUB 6C, L.L.C. MERISTAR SUB 4D, L.L.C. MERISTAR SUB 6E, L.L.C. MERISTAR SUB 6D, L.L.C. MERISTAR SUB 5C, L.L.C. MERISTAR SUB 7E, L.L.C. MERISTAR SUB 3C, L.L.C. MERISTAR SUB 3B, L.L.C. MERISTAR SUB 8D, L.L.C. MERISTAR SUB 7F, L.L.C. MERISTAR SUB 7D, L.L.C. MERISTAR SUB 8E, L.L.C. MERISTAR SUB 8C, L.L.C. MERISTAR SUB 6B, L.L.C. MERISTAR SUB 6A, L.L.C. MERISTAR SUB 6F, L.L.C. MERISTAR SUB 8B, L.L.C. MERISTAR SUB 5K, LLC MERISTAR SUB 5H, LLC MERISTAR SUB 2B, LLC MERISTAR SUB 2D, LLC MERISTAR SUB 2C, LLC MERISTAR SUB 2A, LLC 10 MERISTAR SUB 7C, LLC MERISTAR SUB 8G, LLC, each a Delaware limited liability company By: MeriStar Hospitality Operating Partnership, L.P., a Delaware limited partnership, member By: MeriStar Hospitality Corporation, a Maryland corporation, general partner By: /s/ Bruce G. Wiles --------------------------- Name: Bruce G. Wiles Title: President MERISTAR SUB 7B, L.P. By: MeriStar Sub 7C, LLC, a Delaware limited liability company, general partner By: MeriStar Hospitality Operating Partnership, L.P., a Delaware limited partnership, member By: /s/ Bruce G. Wiles --------------------------- Name: Bruce G. Wiles Title: President 11 MERISTAR SUB 6L, LLC, a Delaware limited liability company By: AGH UPREIT LLC, a Delaware limited liability company, member By: MeriStar Hospitality Operating Partnership, L.P., a Delaware limited partnership, member By: MeriStar Hospitality Corporation, a Maryland corporation, member By: /s/ Bruce G. Wiles --------------------------- Name: Bruce G. Wiles Title: President MeriStar Hospitality Operating Partnership, L.P., a Delaware limited partnership, member By: MeriStar Hospitality Corporation, a Maryland corporation, general partner By: /s/ Bruce G. Wiles ------------------------------- Name: Bruce G. Wiles Title: President 12 MDV LIMITED PARTNERSHIP, a Texas limited partnership MERISTAR SUB 4A, LTD., a Texas limited partnership MERISTAR SUB 5G, LTD., a Florida limited partnership MERISTAR SUB 6H, L.P., a Delaware limited partnership By: AGH UPREIT LLC, a Delaware limited liability company, their general partner By: MeriStar Hospitality Operating Partnership, L.P., a Delaware limited partnership, member By: MeriStar Hospitality Corporation, a Maryland corporation, general partner By: /s/ Bruce G. Wiles ------------------------- Name: Bruce G. Wiles Title: President 13 MERISTAR SUB 6M COMPANY, a Maryland general partnership By: MeriStar Sub 6A, L.L.C., a Delaware limited liability company, partner By: MeriStar Hospitality Operating Partnership, L.P., a Delaware limited partnership, member By: MeriStar Hospitality Corporation, a Maryland corporation, general partner By: /s/ Bruce G. Wiles ------------------------- Name: Bruce G. Wiles Title: President MeriStar Sub 6F, L.L.C., a Delaware limited liability company, partner By: MeriStar Hospitality Operating Partnership, L.P., a Delaware limited partnership, member By: MeriStar Hospitality Corporation, a Maryland corporation, general partner By: /s/ Bruce G. Wiles ------------------------- Name: Bruce G. Wiles Title: President 14 MERISTAR SUB 7A JOINT VENTURE, an Ohio general partnership By: AGH UPREIT LLC, a Delaware limited liability company, partner By: MeriStar Hospitality Operating Partnership, L.P., a Delaware limited partnership, member By: MeriStar Hospitality Corporation, a Maryland corporation, member By: /s/ Bruce G. Wiles ------------------------- Name: Bruce G. Wiles Title: President MeriStar Hospitality Operating Partnership, L.P., a Delaware limited partnership, member By: MeriStar Hospitality Corporation, a Maryland corporation, general partner By: /s/ Bruce G. Wiles --------------------------------- Name: Bruce G. Wiles Title: President 15 MERISTAR SUB 8F, LTD., a Texas general partnership By: MeriStar Sub 8G, LLC a Delaware limited liability company, its general partner By: MeriStar Hospitality Operating Partnership, L.P., a Delaware limited partnership, its managing member By: MeriStar Hospitality Corporation, a Maryland corporation, its general partner By: /s/ Bruce G. Wiles ------------------------- Name: Bruce G. Wiles Title: President MERISTAR SUB 8A, LLC, a Delaware limited liability company By: AGH UPREIT LLC, a Delaware limited liability company, its managing member By: MeriStar Hospitality Operating Partnership, L.P., a Delaware limited partnership, its member By: MeriStar Hospitality Corporation, a Maryland corporation, its general partner By: /s/ Bruce G. Wiles ------------------------- Name: Bruce G. Wiles Title: President 16 U.S. BANK TRUST NATIONAL ASSOCIATION, as Trustee By: /s/ Thomas E. Tabor ------------------------------------ Name: Thomas E. Tabor Title: Vice President EX-99 4 ex99-1form8k_041306.txt EXHIBIT 99.1 EXHIBIT 99.1 ------------ MERISTAR HOSPITALITY OPERATING PARTNERSHIP, L.P. RECEIVES REQUISITE CONSENTS FOR ITS OUTSTANDING DEBT SECURITIES Bethesda, MD (April 13, 2006)- MeriStar Hospitality Corporation (NYSE: MHX) today announced that its subsidiary MeriStar Hospitality Operating Partnership, L.P. (the "Operating Partnership") had received, as of 5:00 p.m., New York City time, on April 12, 2006, tenders and consents from holders of more than a majority in aggregate principal amount of each of its outstanding 9% Senior Notes due 2008 (CUSIP No. 58984YAD5) and 9 1/8% Senior Notes due 2011 (CUSIP No. 58984SAA4) (collectively, the "Notes") in connection with its cash tender offers and consent solicitations for the Notes. The tender offers and consent solicitations are being conducted in connection with the previously announced agreement of MeriStar and the Operating Partnership to merge with affiliates of The Blackstone Group. It is expected that MeriStar and the Operating Partnership will execute as soon as practicable supplemental indentures to the indentures governing the Notes to eliminate substantially all of the restrictive covenants contained in such indentures and the Notes (except for certain covenants related to asset sales and change of control offers), eliminate certain events of default and modify covenants regarding mergers, including to permit mergers with entities other than corporations, and modify provisions regarding defeasance and/or satisfaction and discharge to eliminate certain conditions, and modify or eliminate certain other provisions contained in such indentures and the Notes. The amendments will become operative concurrently with the mergers, provided that all validly tendered Notes of an issue are accepted for purchase pursuant to the applicable tender offer upon consummation of the mergers, whereupon the amendments will apply to all Notes of that issue remaining outstanding following completion of the applicable tender offer. Notes may be tendered pursuant to the tender offers until 8:00 a.m., New York City time, on Tuesday, May 2, 2006 (the "Offer Expiration Date"), or such later date and time to which the Offer Expiration Date is extended or earlier terminated. Holders who validly tender Notes after 5:00 p.m., New York City time, on Wednesday, April 12, 2006 but prior to the Offer Expiration Date will not receive the consent payment of $30.00 per $1,000 principal amount of Notes. The tender offers and consent solicitations are being made only pursuant to the Offer to Purchase and Consent Solicitation Statement dated March 29, 2006 and the related Consent and Letter of Transmittal, as the same may be amended from time to time. Persons with questions regarding the tender offers or the consent solicitations should contact Bear, Stearns & Co. Inc. and Lehman Brothers Inc. who are the Dealer Managers for the tender offers and Solicitation Agents for the consent solicitations at (877) 696-BEAR (toll-free) and (800) 438-3242 (toll-free), respectively. The documents relating to the tender offers and consent solicitations may be obtained from D.F. King & Co., Inc., the Information Agent, which can be contacted at (212) 269-5550 (for banks and brokers only) or (888) 644-5854 (for all others toll-free). 1 THIS RELEASE IS FOR INFORMATIONAL PURPOSES ONLY AND IS NEITHER AN OFFER TO PURCHASE NOR A SOLICITATION OF AN OFFER TO SELL THE NOTES. THE OFFER TO BUY THE NOTES IS ONLY BEING MADE PURSUANT TO THE TENDER OFFER AND CONSENT SOLICITATION DOCUMENTS, INCLUDING THE OFFER TO PURCHASE AND CONSENT SOLICITATION STATEMENT AND THE RELATED CONSENT AND LETTER OF TRANSMITTAL. THE TENDER OFFERS AND CONSENT SOLICITATIONS ARE NOT BEING MADE TO HOLDERS OF NOTES IN ANY JURISDICTION IN WHICH THE MAKING OR ACCEPTANCE THEREOF WOULD NOT BE IN COMPLIANCE WITH THE SECURITIES, BLUE SKY OR OTHER LAWS OF SUCH JURISDICTION. IN ANY JURISDICTION IN WHICH THE TENDER OFFERS OR CONSENT SOLICITATIONS ARE REQUIRED TO BE MADE BY A LICENSED BROKER OR DEALER, THEY SHALL BE DEEMED TO BE MADE BY BEAR, STEARNS & CO. INC. OR LEHMAN BROTHERS INC. ON BEHALF OF THE OPERATING PARTNERSHIP. SAFE HARBOR STATEMENT THIS PRESS RELEASE CONTAINS FORWARD-LOOKING STATEMENTS. FORWARD-LOOKING STATEMENTS, WHICH ARE BASED ON VARIOUS ASSUMPTIONS AND DESCRIBE OUR FUTURE PLANS, STRATEGIES AND EXPECTATIONS, ARE GENERALLY IDENTIFIED BY OUR USE OF WORDS SUCH AS "INTEND," "PLAN," "MAY," "SHOULD," "WILL," "PROJECT," "ESTIMATE," "ANTICIPATE," "BELIEVE," "EXPECT," "CONTINUE," "POTENTIAL," "OPPORTUNITY," AND SIMILAR EXPRESSIONS, WHETHER IN THE NEGATIVE OR AFFIRMATIVE. WE CANNOT GUARANTEE THAT WE ACTUALLY WILL ACHIEVE THESE PLANS, INTENTIONS OR EXPECTATIONS. ALL STATEMENTS REGARDING OUR EXPECTED FINANCIAL POSITION, BUSINESS AND FINANCING PLANS ARE FORWARD- LOOKING STATEMENTS. EXCEPT FOR HISTORICAL INFORMATION, MATTERS DISCUSSED IN THIS PRESS RELEASE ARE SUBJECT TO KNOWN AND UNKNOWN RISKS, UNCERTAINTIES AND OTHER FACTORS WHICH MAY CAUSE OUR ACTUAL RESULTS, PERFORMANCE OR ACHIEVEMENTS TO BE MATERIALLY DIFFERENT FROM FUTURE RESULTS, PERFORMANCE OR ACHIEVEMENTS EXPRESSED OR IMPLIED BY SUCH FORWARD-LOOKING STATEMENTS. FACTORS WHICH COULD HAVE A MATERIAL ADVERSE EFFECT ON OUR OPERATIONS AND FUTURE PROSPECTS INCLUDE, BUT ARE NOT LIMITED TO: ECONOMIC CONDITIONS GENERALLY AND THE REAL ESTATE MARKET SPECIFICALLY; SUPPLY AND DEMAND FOR HOTEL ROOMS IN OUR CURRENT AND PROPOSED MARKET AREAS; OTHER FACTORS THAT MAY INFLUENCE THE TRAVEL INDUSTRY, INCLUDING HEALTH, SAFETY AND ECONOMIC FACTORS; COMPETITION; THE LEVEL OF PROCEEDS FROM ASSET SALES; CASH FLOW GENERALLY, INCLUDING THE AVAILABILITY OF CAPITAL GENERALLY, CASH AVAILABLE FOR CAPITAL EXPENDITURES, AND OUR ABILITY TO REFINANCE DEBT; THE EFFECTS OF THREATS OF TERRORISM AND INCREASED SECURITY PRECAUTIONS ON TRAVEL PATTERNS AND DEMAND FOR HOTELS; THE THREATENED OR ACTUAL OUTBREAK OF HOSTILITIES AND INTERNATIONAL POLITICAL INSTABILITY; GOVERNMENTAL ACTIONS, INCLUDING NEW LAWS AND REGULATIONS AND PARTICULARLY CHANGES TO LAWS GOVERNING THE TAXATION OF REAL ESTATE INVESTMENT TRUSTS; WEATHER CONDITIONS GENERALLY AND NATURAL DISASTERS; RISING INSURANCE PREMIUMS; RISING INTEREST RATES; AND CHANGES IN U.S. GENERALLY ACCEPTED ACCOUNTING PRINCIPLES, POLICIES AND GUIDELINES APPLICABLE TO REAL ESTATE INVESTMENT TRUSTS. THESE RISKS AND UNCERTAINTIES SHOULD BE CONSIDERED IN EVALUATING ANY FORWARD-LOOKING STATEMENTS CONTAINED IN THIS PRESS RELEASE OR INCORPORATED BY REFERENCE HEREIN. ALL FORWARD-LOOKING STATEMENTS SPEAK ONLY AS OF THE DATE OF THIS PRESS RELEASE OR, IN THE CASE OF ANY DOCUMENT INCORPORATED BY REFERENCE, THE DATE OF THAT DOCUMENT. ALL SUBSEQUENT WRITTEN AND ORAL FORWARD-LOOKING STATEMENTS ATTRIBUTABLE TO US OR ANY PERSON ACTING ON OUR BEHALF ARE QUALIFIED BY THE CAUTIONARY STATEMENTS IN THIS SECTION. WE UNDERTAKE NO OBLIGATION TO UPDATE OR PUBLICLY RELEASE ANY REVISIONS TO FORWARD-LOOKING STATEMENTS TO REFLECT EVENTS, CIRCUMSTANCES OR CHANGES IN EXPECTATIONS AFTER THE DATE OF THIS PRESS RELEASE. 2 This communication is being made in respect of the proposed merger transaction involving MeriStar and affiliates of The Blackstone Group. In connection with the proposed transaction, MeriStar has filed a definitive proxy statement with the Securities and Exchange Commission. Before making any voting or investment decision, shareholders are urged to read the definitive proxy statement carefully and in its entirety as it contains important information about the proposed transaction. The definitive proxy statement has been mailed to MeriStar shareholders. In addition, the definitive proxy statement and other documents are available free of charge at the Securities and Exchange Commission's Internet website, WWW.SEC.GOV. The definitive proxy statement and other pertinent documents also may be obtained for free at MeriStar's website, WWW.MERISTAR.COM, or by contacting Kevin Welch, Senior Vice President and Treasurer, MeriStar Hospitality, telephone (301) 581-5926. MeriStar and its directors and officers and other members of management and employees may be deemed to be participants in the solicitation of proxies in respect to the proposed transactions. Information regarding MeriStar's directors and executive officers is detailed in its proxy statements and annual reports on Form 10-K, previously filed with the SEC, and the definitive proxy statement relating to the proposed transactions. FOR IMMEDIATE RELEASE Contact: Kevin J. Welch Jerry Daly or Carol McCune MeriStar Hospitality Daly Gray Public Relations (Media) (301) 581-5926 (703) 435-6293 3 EX-99 5 ex99-2form8k_041306.txt EXHIBIT 99.2 EXHIBIT 99.2 ------------ MERISTAR HOSPITALITY OPERATING PARTNERSHIP, L.P. ANNOUNCES PURCHASE PRICE FOR ITS OUTSTANDING DEBT SECURITIES Bethesda, MD (April 17, 2006)-MeriStar Hospitality Corporation (NYSE: MHX) and its subsidiary MeriStar Hospitality Operating Partnership, L.P. (the "Operating Partnership") announced today the consideration to be paid in the previously announced cash tender offers and consent solicitations for any and all of the 9% Senior Notes due 2008 (CUSIP No. 58984YAD5) and 9 1/8% Senior Notes due 2011 (CUSIP No. 58984SAA4) of the Operating Partnership (collectively, the "Notes"). The total consideration for the Notes, which will be payable in respect of Notes accepted for payment that were validly tendered with consents delivered and not withdrawn on or prior to 5:00 p.m., New York City time, on April 12, 2006, will be an amount equal to the total consideration specified in the table below for each $1,000 principal amount of Notes. The purchase price for the Notes, which will be paid in respect of Notes accepted for payment that are validly tendered subsequent to 5:00 p.m., New York City time, on April 12, 2006 but on or prior to 8:00 a.m., New York City time, on May 2, 2006, will be an amount equal to the total consideration minus the consent payment of $30.00 per $1,000 principal amount of Notes. In addition to the total consideration or purchase price payable in respect of Notes purchased in the tender offers, the Operating Partnership will pay accrued and unpaid interest to, but not including, the payment date for Notes purchased in the tender offers.
REFERENCE APPLICABLE TENDER OFFER TOTAL CONSENT PURCHASE TITLE OF NOTES YIELD SPREAD YIELD CONSIDERATION PAYMENT PRICE -------------- ----- ------- ----- ------------- ------- --------- 9% Senior Notes 4.925% 50 bps 5.425% $1,057.26 $30.00 $1,027.26 due 2008 9 1/8% Senior Notes 4.924% 50 bps 5.424% $1,151.68 $30.00 $1,121.68 due 2011
The total consideration and the purchase price for the Notes was determined as of 2:00 p.m., New York City time, today by reference to a fixed spread of 50 basis points above the yield of the applicable reference security, using a May 2, 2006 payment date for calculation purposes. The tender offers will expire at 8:00 a.m., New York City time, on Tuesday, May 2, 2006, unless extended or earlier terminated. The tender offers and concurrent consent solicitations are being conducted in connection with the previously announced agreement of MeriStar and the Operating Partnership to merge with affiliates of The Blackstone Group. The consummation of the tender offers is conditioned upon the successful completion of the mergers, among other conditions. The tender offers and consent solicitations are being made only pursuant to the Offer to Purchase and Consent Solicitation Statement dated March 29, 2006 and the related Consent and Letter of Transmittal, as the same may be amended from time to time. Persons with questions regarding 2 the tender offers or the consent solicitations should contact Bear, Stearns & Co. Inc. and Lehman Brothers Inc. who are the Dealer Managers for the tender offers and Solicitation Agents for the consent solicitations at (877) 696-BEAR (toll-free) and (800) 438-3242 (toll-free), respectively. The documents relating to the tender offers and consent solicitations may be obtained from D.F. King & Co., Inc., the Information Agent, which can be contacted at (212) 269-5550 (for banks and brokers only) or (888) 644-5854 (for all others toll-free). THIS RELEASE IS FOR INFORMATIONAL PURPOSES ONLY AND IS NEITHER AN OFFER TO PURCHASE NOR A SOLICITATION OF AN OFFER TO SELL THE NOTES. THE OFFER TO BUY THE NOTES IS ONLY BEING MADE PURSUANT TO THE TENDER OFFER AND CONSENT SOLICITATION DOCUMENTS, INCLUDING THE OFFER TO PURCHASE AND CONSENT SOLICITATION STATEMENT AND THE RELATED CONSENT AND LETTER OF TRANSMITTAL. THE TENDER OFFERS AND CONSENT SOLICITATIONS ARE NOT BEING MADE TO HOLDERS OF NOTES IN ANY JURISDICTION IN WHICH THE MAKING OR ACCEPTANCE THEREOF WOULD NOT BE IN COMPLIANCE WITH THE SECURITIES, BLUE SKY OR OTHER LAWS OF SUCH JURISDICTION. IN ANY JURISDICTION IN WHICH THE TENDER OFFERS OR CONSENT SOLICITATIONS ARE REQUIRED TO BE MADE BY A LICENSED BROKER OR DEALER, THEY SHALL BE DEEMED TO BE MADE BY BEAR, STEARNS & CO. INC. OR LEHMAN BROTHERS INC. ON BEHALF OF THE OPERATING PARTNERSHIP. SAFE HARBOR STATEMENT THIS PRESS RELEASE CONTAINS FORWARD-LOOKING STATEMENTS. FORWARD-LOOKING STATEMENTS, WHICH ARE BASED ON VARIOUS ASSUMPTIONS AND DESCRIBE OUR FUTURE PLANS, STRATEGIES AND EXPECTATIONS, ARE GENERALLY IDENTIFIED BY OUR USE OF WORDS SUCH AS "INTEND," "PLAN," "MAY," "SHOULD," "WILL," "PROJECT," "ESTIMATE," "ANTICIPATE," "BELIEVE," "EXPECT," "CONTINUE," "POTENTIAL," "OPPORTUNITY," AND SIMILAR EXPRESSIONS, WHETHER IN THE NEGATIVE OR AFFIRMATIVE. WE CANNOT GUARANTEE THAT WE ACTUALLY WILL ACHIEVE THESE PLANS, INTENTIONS OR EXPECTATIONS. ALL STATEMENTS REGARDING OUR EXPECTED FINANCIAL POSITION, BUSINESS AND FINANCING PLANS ARE FORWARD- LOOKING STATEMENTS. EXCEPT FOR HISTORICAL INFORMATION, MATTERS DISCUSSED IN THIS PRESS RELEASE ARE SUBJECT TO KNOWN AND UNKNOWN RISKS, UNCERTAINTIES AND OTHER FACTORS WHICH MAY CAUSE OUR ACTUAL RESULTS, PERFORMANCE OR ACHIEVEMENTS TO BE MATERIALLY DIFFERENT FROM FUTURE RESULTS, PERFORMANCE OR ACHIEVEMENTS EXPRESSED OR IMPLIED BY SUCH FORWARD-LOOKING STATEMENTS. FACTORS WHICH COULD HAVE A MATERIAL ADVERSE EFFECT ON OUR OPERATIONS AND FUTURE PROSPECTS INCLUDE, BUT ARE NOT LIMITED TO: ECONOMIC CONDITIONS GENERALLY AND THE REAL ESTATE MARKET SPECIFICALLY; SUPPLY AND DEMAND FOR HOTEL ROOMS IN OUR CURRENT AND PROPOSED MARKET AREAS; OTHER FACTORS THAT MAY INFLUENCE THE TRAVEL INDUSTRY, INCLUDING HEALTH, SAFETY AND ECONOMIC FACTORS; COMPETITION; THE LEVEL OF PROCEEDS FROM ASSET SALES; CASH FLOW GENERALLY, INCLUDING THE AVAILABILITY OF CAPITAL GENERALLY, CASH AVAILABLE FOR CAPITAL EXPENDITURES, AND OUR ABILITY TO REFINANCE DEBT; THE EFFECTS OF THREATS OF TERRORISM AND INCREASED SECURITY PRECAUTIONS ON TRAVEL PATTERNS AND DEMAND FOR HOTELS; THE THREATENED OR ACTUAL OUTBREAK OF HOSTILITIES AND INTERNATIONAL POLITICAL INSTABILITY; GOVERNMENTAL ACTIONS, INCLUDING NEW LAWS AND REGULATIONS AND PARTICULARLY CHANGES TO LAWS GOVERNING THE TAXATION OF REAL ESTATE INVESTMENT TRUSTS; WEATHER CONDITIONS GENERALLY AND NATURAL DISASTERS; RISING INSURANCE PREMIUMS; RISING INTEREST RATES; AND CHANGES IN U.S. GENERALLY ACCEPTED ACCOUNTING PRINCIPLES, POLICIES AND GUIDELINES APPLICABLE TO REAL ESTATE INVESTMENT TRUSTS. THESE RISKS AND UNCERTAINTIES SHOULD BE CONSIDERED IN EVALUATING ANY FORWARD-LOOKING STATEMENTS CONTAINED IN THIS PRESS RELEASE OR INCORPORATED BY REFERENCE HEREIN. ALL 3 FORWARD-LOOKING STATEMENTS SPEAK ONLY AS OF THE DATE OF THIS PRESS RELEASE OR, IN THE CASE OF ANY DOCUMENT INCORPORATED BY REFERENCE, THE DATE OF THAT DOCUMENT. ALL SUBSEQUENT WRITTEN AND ORAL FORWARD-LOOKING STATEMENTS ATTRIBUTABLE TO US OR ANY PERSON ACTING ON OUR BEHALF ARE QUALIFIED BY THE CAUTIONARY STATEMENTS IN THIS SECTION. WE UNDERTAKE NO OBLIGATION TO UPDATE OR PUBLICLY RELEASE ANY REVISIONS TO FORWARD-LOOKING STATEMENTS TO REFLECT EVENTS, CIRCUMSTANCES OR CHANGES IN EXPECTATIONS AFTER THE DATE OF THIS PRESS RELEASE. This communication is being made in respect of the proposed merger transaction involving MeriStar and affiliates of The Blackstone Group. In connection with the proposed transaction, MeriStar has filed a definitive proxy statement with the Securities and Exchange Commission. Before making any voting or investment decision, shareholders are urged to read the definitive proxy statement carefully and in its entirety as it contains important information about the proposed transaction. The definitive proxy statement has been mailed to MeriStar shareholders. In addition, the definitive proxy statement and other documents are available free of charge at the Securities and Exchange Commission's Internet website, WWW.SEC.GOV. The definitive proxy statement and other pertinent documents also may be obtained for free at MeriStar's website, WWW.MERISTAR.COM, or by contacting Kevin Welch, Senior Vice President and Treasurer, MeriStar Hospitality, telephone (301) 581-5926. MeriStar and its directors and officers and other members of management and employees may be deemed to be participants in the solicitation of proxies in respect to the proposed transactions. Information regarding MeriStar's directors and executive officers is detailed in its proxy statements and annual reports on Form 10-K, previously filed with the SEC, and the definitive proxy statement relating to the proposed transactions. FOR IMMEDIATE RELEASE Contact: Kevin J. Welch Jerry Daly or Carol McCune MeriStar Hospitality Daly Gray Public Relations (Media) (301) 581-5926 (703) 435-6293 -----END PRIVACY-ENHANCED MESSAGE-----