form8k.htm
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):   January 14, 2010
 
 
HERSHA HOSPITALITY TRUST
(Exact name of registrant as specified in its charter)
 
Maryland
001-14765
251811499
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification No.)


44 Hersha Drive
Harrisburg, Pennsylvania 17102
(Address and zip code of
principal executive offices)

Registrant’s telephone number, including area code: (717) 236-4400
 
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 Instructions 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))
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Pre-commencement communications pursuant to Rule 13e4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
 
 

Item 1.01.                     Entry Into a Material Definitive Agreement
 
On January 14, 2010, Hersha Hospitality Trust, a Maryland real estate investment trust (the “Company”), and Hersha Hospitality Limited Partnership, the Company’s operating partnership (the “Operating Partnership”), entered into an underwriting agreement with Merrill Lynch, Pierce, Fenner & Smith Incorporated, Raymond James & Associates, Inc. and UBS Securities LLC, as representatives of the underwriters named in the underwriting agreement (the “Underwriting Agreement”).  The underwriting agreement contains customary representations, warranties and agreements, conditions to closing, indemnification rights and obligations of the parties and termination provisions.  A copy of the Underwriting Agreement is attached to this Current Report on Form 8-K as Exhibit 1.1 and is incorporated herein by reference.

The Underwriting Agreement has been included as an exhibit to this Current Report  to provide potential investors and current holders of the Company’s securities with information regarding the terms of such agreement. The Underwriting Agreement is not intended to provide any other factual information about the Company, the Operating Partnership or any of their respective subsidiaries or affiliates.  The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of such agreement, were made as of specific dates and were made solely for the benefit of the parties to the Underwriting Agreement.  The representations, warranties and covenants contained in the Underwriting Agreement may be subject to limitations agreed upon by the contracting parties and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to potential investors and current holders of the Company’s securities. Investors should not rely on the representations, warranties and covenants contained in the Underwriting Agreement as characterizations of the actual state of facts or condition of the Company, the Operating Partnership or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of the representations, warranties and covenants contained in the Underwriting Agreement may change after the date of the Underwriting Agreement or the specific date as to which such representations, warranties and covenants have been made (if different from the date of the Underwriting Agreement).  Any subsequent information may or may not be fully reflected in the Company’s public disclosures.
 
Item 7.01                      Regulation FD Disclosure
 
On January 21, 2010, the Company issued a press release announcing the closing of the public offering contemplated by the Underwriting Agreement described in Item 1.01 above.  A copy of this press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
 
The information furnished with this report shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, regardless of any general incorporation by reference language contained therein, except as shall be expressly set forth by specific reference in such filing.

Item 9.01                      Financial Statements and Exhibits
 
 
(d)
Exhibits.
 
 
Underwriting Agreement, dated January 14, 2010.
 
 
Opinion of Hunton & Williams LLP regarding the legality of the securities, dated January 21, 2010.
 
 
Press release issued on January 21, 2010.

 
 
 

SIGNATURE

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 thereunto duly authorized.
 
 
HERSHA HOSPITALITY TRUST
   
     
Date:  January 21, 2010
By:
 /s/   Ashish R. Parikh
   
       Ashish R. Parikh
   
       Chief Financial Officer