Item 1.01 Entry into a Material Definitive Agreement.
On June 30, 2014, SHC Washington, L.L.C., a wholly owned subsidiary of Strategic Hotel Funding, L.L.C., the operating partnership of Strategic Hotels & Resorts, Inc. (the "Company"), entered into a loan and security agreement (the "Loan Agreement") with Deutsche Bank AG New York Branch, as lender and administrative agent (the "FSDC Loan"). The principal amount of the FSDC Loan is $120,000,000, which bears interest at a rate of LIBOR plus 2.25\% per annum. The FSDC Loan is secured by, among other things, a first mortgage with respect to the hotel commonly known as the Four Seasons Washington, D.C. (the "Hotel"). The FSDC Loan has a three-year initial term with two, one-year extension options available to the Company upon the satisfaction of certain financial and other conditions. The FSDC Loan replaces the $130,000,000 mortgage loan previously encumbering the Hotel.
The foregoing description of the FSDC Loan is qualified in its entirety by reference to the Loan Agreement, a copy of which will be attached as an exhibit to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2014, which the Company intends to file in August 2014.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The information set forth above in "Item 1.01-Entry into a Material Definitive Agreement" of this Current Report on Form 8-K (this "Current Report") is incorporated herein by reference.
Item 7.01 Regulation FD Disclosure.
A copy of the press release announcing the FSDC Loan is attached to this Current Report as Exhibit 99.1 and is incorporated herein solely for purposes of this Item 7.01 disclosure.
The information in Item 7.01 of this Current Report, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of such section. The information in Item 7.01 of this Current Report, including Exhibit 99.1 attached hereto, shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any incorporation by reference language in any such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit Number Description 99.1 Press release dated June 30, 2014
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