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STRATEGIC HOTELS & RESORTS, INC FILES (8-K) Disclosing Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Regulation FD Disclosure, Financial Statements and Exhibits

May 30, 2014



Item 1.01 Entry into a Material Definitive Agreement.

On May 29, 2014, New Santa Monica Beach Hotel, L.L.C. and DTRS Santa Monica, L.L.C., each an indirect subsidiary of Strategic Hotel Funding, L.L.C., the operating partnership of Strategic Hotels & Resorts, Inc. (the "Company"), entered into an amended and restated loan agreement (the "Loan Agreement") with Wells Fargo Bank, National Association, as lender and administrative agent (the "LSM Loan"). The principal amount of the LSM Loan is $120,000,000, which bears interest at a rate of LIBOR plus 2.55% per annum. The LSM Loan is secured by, among other things, a first mortgage on the Loews Santa Monica Beach Hotel (the "Hotel"). The LSM Loan has a three-year initial term with four, one-year extension options available to the Company upon the satisfaction of certain financial and other conditions. The LSM Loan replaces the $110,000,000 mortgage loan previously encumbering the Hotel.

The foregoing description of the LSM 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 LSM Loan is attached to this Current Report on Form 8-K ("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, 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 May 30, 2014



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Source: Edgar Glimpses