8-K

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): June 10, 2021

PEBBLEBROOK HOTEL TRUST

(Exact name of registrant as specified in its charter)

Maryland	001-34571	27-1055421
(State or other jurisdiction	(Commission	(I.R.S. Employer
of incorporation)	File Number)	Identification No.)

4747 Bethesda Avenue,	Suite 1100
Bethesda,	Maryland	20814
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (240) 507-1300

Not Applicable

Former name or former address, if changed since last report

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:

☐     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))

Securities registered pursuant to Section 12(b) of the Act:
Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Shares, $0.01 par value per share	PEB	New York Stock Exchange
Series C Cumulative Redeemable Preferred Shares, $0.01 par value	PEB-PC	New York Stock Exchange
Series D Cumulative Redeemable Preferred Shares, $0.01 par value	PEB-PD	New York Stock Exchange
Series E Cumulative Redeemable Preferred Shares, $0.01 par value	PEB-PE	New York Stock Exchange
Series F Cumulative Redeemable Preferred Shares, $0.01 par value	PEB-PF	New York Stock Exchange
Series G Cumulative Redeemable Preferred Shares, $0.01 par value	PEB-PG	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 13(a) of the Exchange Act. ☐

Item 7.01. Regulation FD Disclosure.

On June 11, 2021, Pebblebrook Hotel Trust (the "Company") issued a press release announcing that on June 10, 2021, it closed on the sale of its leasehold interest in the 194-room The Roger New York in New York, NY for $19.0 million to a third party. The Roger New York is subject to a ground lease with approximately 23 years remaining on its term. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is hereby incorporated by reference herein.

Item 8.01. Other Events.

On June 10, 2021, the Company closed on the sale of its leasehold interest in the 194-room The Roger New York in New York, NY for $19.0 million to a third party. Net proceeds from the sale will be utilized for general business purposes, which may include reducing the Company’s outstanding debt and/or acquiring and investing in hotel properties in accordance with the Company’s investment strategy.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
99.1	Press release, issued June 11, 2021, regarding the sale of The Roger New York
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.

	PEBBLEBROOK HOTEL TRUST
June 11, 2021	By:	/s/ Raymond D. Martz
		Name:	Raymond D. Martz
		Title:	Executive Vice President, Chief Financial Officer, Treasurer and Secretary

EX-99.1

Exhibit 99.1

4747 Bethesda Avenue, Suite 1100, Bethesda, MD 20814

T: (240) 507-1300, F: (240) 396-5626

www.pebblebrookhotels.com

News Release

Pebblebrook Hotel Trust Completes Sale of The Roger New York

Bethesda, MD, June 11, 2021 – Pebblebrook Hotel Trust (NYSE: PEB) (the “Company”) announced that on June 10, 2021, it closed on the sale of its leasehold interest in the 194-room The Roger New York in New York, NY for $19.0 million to a third party. The Roger New York is subject to a ground lease with approximately 23 years remaining on its term.

Proceeds from the sale of The Roger New York will be utilized for general business purposes, which may include reducing the Company’s outstanding debt and/or acquiring and investing in hotel properties in accordance with the Company’s investment strategy.

About Pebblebrook Hotel Trust

Pebblebrook Hotel Trust (NYSE: PEB) is a publicly traded real estate investment trust (“REIT”) and the largest owner of urban and resort lifestyle hotels in the United States.The Company owns 51 hotels, totaling approximately 12,600 guest rooms across 13 urban and resort markets with a focus on the west coast gateway cities. For more information, visit www.pebblebrookhotels.com and follow us at @PebblebrookPEB.

###

Contacts:

Raymond D. Martz, Chief Financial Officer, Pebblebrook Hotel Trust - (240) 507-1330

For additional information or to receive press releases via email, please visit our website at

www.pebblebrookhotels.com

Pebblebrook Hotel Trust
Historical Operating Data
($ in millions, except ADR and RevPAR)
(Unaudited)
Historical Operating Data:
	First Quarter	Second Quarter	Third Quarter	Fourth Quarter	Full Year
	2019	2019	2019	2019	2019
Occupancy	75%	87%	87%	79%	82%
ADR	$250	$269	$264	$246	$258
RevPAR	$188	$233	$230	$193	$211
Hotel Revenues	$313.9	$389.2	$382.3	$337.4	$1,422.8
Hotel EBITDA	$85.0	$142.6	$133.0	$97.9	$458.6
Hotel EBITDA Margin	27.1%	36.6%	34.8%	29.0%	32.2%
	First Quarter	Second Quarter	Third Quarter	Fourth Quarter	Full Year
	2020	2020	2020	2020	2020
Occupancy	56%	3%	20%	21%	25%
ADR	$248	$264	$216	$195	$231
RevPAR	$139	$9	$44	$41	$58
Hotel Revenues	$240.1	$22.0	$76.9	$74.0	$413.1
Hotel EBITDA	$37.4	($38.7)	($16.9)	($17.5)	($35.6)
Hotel EBITDA Margin	15.6%	(175.9%)	(22.0%)	(23.6%)	(8.6%)
	First Quarter
	2021
Occupancy	20%
ADR	$239
RevPAR	$47
Hotel Revenues	$83.5
Hotel EBITDA	($14.2)
Hotel EBITDA Margin	(17.0%)
These historical hotel operating results include information for all of the hotels the Company owned as of June 10, 2021, following the sale of The Roger New York. These historical operating results include periods prior to the Company's ownership of the hotels. The information above does not reflect the Company's corporate general and administrative expense, interest expense, property acquisition costs, depreciation and amortization, taxes and other expenses. Any differences are a result of rounding. The information above has not been audited and has been presented only for comparison purposes.

XML

Document and Entity Information Document	Jun. 10, 2021
Entity Information [Line Items]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jun. 10, 2021
Entity Registrant Name	PEBBLEBROOK HOTEL TRUST
Entity Central Index Key	0001474098
Entity Incorporation, State or Country Code	MD
Entity File Number	001-34571
Entity Tax Identification Number	27-1055421
Entity Address, Address Line One	4747 Bethesda Avenue,
Entity Address, Address Line Two	Suite 1100
Entity Address, City or Town	Bethesda,
Entity Address, State or Province	MD
Entity Address, Postal Zip Code	20814
City Area Code	240
Local Phone Number	507-1300
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Common Shares, $0.01 par value per share
Entity Information [Line Items]
Title of 12(b) Security	Common Shares, $0.01 par value per share
Trading Symbol	PEB
Security Exchange Name	NYSE
Series C Cumulative Redeemable Preferred Shares, $0.01 par value
Entity Information [Line Items]
Title of 12(b) Security	Series C Cumulative Redeemable Preferred Shares, $0.01 par value
Trading Symbol	PEB-PC
Security Exchange Name	NYSE
Series D Cumulative Redeemable Preferred Shares, $0.01 par value
Entity Information [Line Items]
Title of 12(b) Security	Series D Cumulative Redeemable Preferred Shares, $0.01 par value
Trading Symbol	PEB-PD
Security Exchange Name	NYSE
Series E Cumulative Redeemable Preferred Shares, $0.01 par value
Entity Information [Line Items]
Title of 12(b) Security	Series E Cumulative Redeemable Preferred Shares, $0.01 par value
Trading Symbol	PEB-PE
Security Exchange Name	NYSE
Series F Cumulative Redeemable Preferred Shares, $0.01 par value
Entity Information [Line Items]
Title of 12(b) Security	Series F Cumulative Redeemable Preferred Shares, $0.01 par value
Trading Symbol	PEB-PF
Security Exchange Name	NYSE
Series G Cumulative Redeemable Preferred Shares, $0.01 par value
Entity Information [Line Items]
Title of 12(b) Security	Series G Cumulative Redeemable Preferred Shares, $0.01 par value
Trading Symbol	PEB-PG
Security Exchange Name	NYSE