As filed with the Securities and Exchange Commission on September 18, 2019
Registration No. 333-164537
Registration No. 333-172311
Registration No. 333-181840
Registration No. 333-228324
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO:
FORM S-8 REGISTRATION STATEMENT No. 333-164537
FORM S-8 REGISTRATION STATEMENT No. 333-172311
FORM S-8 REGISTRATION STATEMENT No. 333-181840
FORM S-8 REGISTRATION STATEMENT No. 333-228324
UNDER
THE SECURITIES ACT OF 1933
Chesapeake Lodging Trust
(PK Domestic Sub LLC as successor by merger to Chesapeake Lodging Trust)
(Exact name of registrant as specified in its charter)
| Maryland | 27-0372343 | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
| c/o Park Hotels & Resorts Inc. 1775 Tysons Blvd., 7th Floor Tysons, VA |
22102 | |
| (Address of Principal Executive Offices) |
(Zip Code) |
Chesapeake Lodging Trust Equity Plan
Chesapeake Lodging Trust Equity Plan
Chesapeake Lodging Trust Equity Plan
Chesapeake Lodging Trust Equity Plan
(Full titles of the plans)
Thomas C. Morey
General Counsel
Park Hotels & Resorts Inc.
1775 Tysons Blvd., 7th Floor
Tysons, VA 22102
(571) 302-5757
(Name, address and telephone number, including area code, of agent for service)
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):
| Large accelerated filer | ☒ | Accelerated filer | ☐ | |||
| Non-accelerated filer | ☐ | Smaller reporting company | ☐ | |||
| Emerging growth company | ☐ | |||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of Securities Act. ☐
EXPLANATORY NOTE
DEREGISTRATION OF SHARES
This Post-Effective Amendment No. 1 deregisters all common shares of beneficial interest, $0.01 par value per share (“Chesapeake Shares”), of Chesapeake Lodging Trust, a Maryland real estate investment trust (the “Registrant”), and any other securities remaining unissued under the following Registration Statements on Form S-8 (each, a “Registration Statement” and, collectively, the “Registration Statements”) filed by the Registrant with the Securities and Exchange Commission (the “SEC”):
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| • |
| • |
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On September 18, 2019, pursuant to the Agreement and Plan of Merger, dated as of May 5, 2019 (the “Merger Agreement”), by and among the Registrant, Park Hotels & Resorts Inc. (“Park”), PK Domestic Property LLC, an indirect subsidiary of Park (“Domestic”), and PK Domestic Sub LLC (“Merger Sub”), a direct subsidiary of Domestic, the Registrant merged with and into Merger Sub, with Merger Sub continuing as the surviving limited liability company and a direct subsidiary of Domestic (the “Merger”).
As a result of the Merger, the Registrant has terminated any and all offerings of its securities pursuant to the Registration Statements. Accordingly, the Registrant hereby terminates the effectiveness of the Registration Statements and, in accordance with an undertaking made by the Registrant in Part II of the Registration Statements to remove from registration, by means of a post-effective amendment, any securities that had been registered for issuance but remain unsold at the termination of the offering, removes from registration any and all securities of the Registrant registered but unsold under the Registration Statements as of the date hereof.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Post-Effective Amendment to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of McLean, State of Virginia, on September 18, 2019.
| PK DOMESTIC SUB LLC (as successor by merger to Chesapeake Lodging Trust) | ||
| By: | /s/ Sean Dell’Orto | |
| Name: | Sean Dell’Orto | |
| Title: | Vice President and Treasurer | |
Pursuant to Rule 478 of the Securities Act of 1933, as amended, no other person is required to sign this Post-Effective Amendment to the Registration Statements.