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):
May 25, 2010
DiamondRock Hospitality Company
(Exact name of registrant as specified in charter)
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| Maryland
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001-32514
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20-1180098 |
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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.) |
6903 Rockledge Drive, Suite 800
Bethesda, MD 20817
(Address of Principal Executive Offices) (Zip Code)
(240) 744-1150
(Registrant’s telephone number, including area code)
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):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
ITEM 8.01. OTHER EVENTS.
On May 25, 2010, DiamondRock Hospitality Company (the “Company”) and DiamondRock Hospitality
Limited Partnership entered into a Purchase Agreement (the “Purchase Agreement”) with Wells Fargo
Securities, LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representatives of the
several underwriters named on Schedule A to the Purchase Agreement (the “Underwriters”), relating
to the issuance and sale of 20,000,000 shares of the Company’s common stock,
par value $.01 per share (the “Common Stock”) at a public offering price of $8.40 per share. Pursuant to the Purchase
Agreement, the Company granted the Underwriters an option to purchase
up to 3,000,000 additional shares of Common Stock to cover overallotments. On
May 26, 2010, the Underwriters exercised their option to purchase an additional 3,000,000 shares. The
closing of the offering, which is subject to customary closing conditions, is expected to occur on
May 28, 2010.
The Shares will be issued pursuant to the Company’s shelf registration statement on Form S-3 (File
No. 333-161298), which was effective upon filing with the Securities and Exchange Commission on
August 12, 2009.
The Purchase Agreement is filed as Exhibit 1.1 to this Current Report on Form 8-K, and the
description of the material terms of the Purchase Agreement is qualified in its entirety by
reference to such exhibit. For a more detailed description of the Purchase Agreement, see the
disclosure under the caption “Underwriting” contained in the Company’s Prospectus Supplement dated
May 25, 2010, which has been filed with the Securities and Exchange Commission pursuant to Rule
424(b) under the Securities Act of 1933, as amended, which disclosure is hereby incorporated by
reference.
In connection with the filing of the Purchase Agreement, the Company is filing as Exhibit 5.1 and
Exhibit 8.1 hereto opinions of its counsel, Goodwin Procter LLP.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
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1.1
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Purchase Agreement, dated May 25, 2010, by and among DiamondRock Hospitality Company,
DiamondRock Hospitality Limited Partnership, and Wells Fargo Securities, LLC and Merrill
Lynch, Pierce, Fenner & Smith Incorporated. |
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5.1
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Opinion of Goodwin Procter LLP with respect to the legality of the shares |
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8.1
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Opinion of Goodwin Procter LLP with respect to certain tax matters |
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23.1
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Consent of Goodwin Procter LLP (included in Exhibit 5.1 and Exhibit 8.1) |