SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): December 6, 2012
Carey Watermark Investors Incorporated
(Exact Name of Registrant as Specified in its Charter)
(State or Other Jurisdiction of Incorporation)
Registrants telephone number, including area code: (212) 492-1100
(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 (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 1.01 Entry into a Material Definitive Agreement
The information set forth under Item 2.01 of this Current Report on Form 8-K (the Report) is incorporated herein by reference.
Item 2.01 Completion of Acquisition or Disposition of Assets
On December 6, 2012, a wholly owned subsidiary of Carey Watermark Investors Incorporated (CWI) completed the acquisition of the Courtyard San Diego Mission Valley/Hotel Circle from Gaslamp Holdings, LLC, an unaffiliated third party. The 317 room select-service hotel is located in San Diegos Hotel Circle. CWIs investment in the property will be approximately $89.6 million inclusive of investment-related costs and $51.5 million of debt. The hotel will be managed by Evolution Hospitality, LLC. A copy of the press release announcing the transaction is filed as Exhibit 99.1 to this Report.
In connection with the acquisition, CWI obtained $51.5 million of non-recourse debt financing, with an annual interest rate fixed at approximately 4.6% through an interest rate swap agreement and a maturity date of December 6, 2017.
The foregoing descriptions do not purport to be complete and are subject to, and qualified in their entirety by, reference to the Purchase and Sale Agreement and Escrow Instructions between Gaslamp Holdings, LLC and CWI Mission Valley Hotel, LLC, dated October 16, 2012. A copy of the agreement is filed hereto as Exhibit 10.1 and is incorporated herein by reference.
Item 9.01 - Financial Statements and Exhibits.
(a) and (b)
Pursuant to Items 9.01(a) and (b) of Form 8-K, the registrant hereby undertakes to file any financial statements required to be filed in response to Item 2.01 of Form 8-K through an amendment to this Report within 71 days after the date that this Report is filed.
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.