AMENDMENT NO. 1 TO THE AGREEMENT AND PLAN OF MERGER BY AND AMONG: PEBBLEBROOK HOTEL TRUST, PEBBLEBROOK HOTEL, L.P., PING MERGER SUB, LLC, PING MERGER OP, LP, LASALLE HOTEL PROPERTIES and LASALLE HOTEL OPERATING PARTNERSHIP, L.P. Dated as of September...Agreement and Plan of Merger • September 19th, 2018 • LaSalle Hotel Properties • Real estate investment trusts
THIS AMENDMENT NO. 1 TO THE AGREEMENT AND PLAN OF MERGER, dated as of September 18, 2018 (this “Amendment”), is entered into by and among Pebblebrook Hotel Trust, a Maryland real estate investment trust (“Parent”); Pebblebrook Hotel, L.P., a Delaware limited partnership (“Parent OP”); Ping Merger Sub, LLC, a Maryland limited liability company (“Merger Sub”); Ping Merger OP, LP, a Delaware limited partnership (“Merger OP” and, collectively with Parent, Parent OP and Merger Sub, the “Parent Parties”); LaSalle Hotel Properties, a Maryland real estate investment trust (the “Company”); and LaSalle Hotel Operating Partnership, L.P., a Delaware limited partnership and whose sole general partner is the Company (the “Operating Partnership” and, together with the Company, the “Company Parties”). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed thereto in the Agreement and Plan of Merger, dated as of September 6, 2018, by and among the Parent Par
LaSalle Hotel PropertiesLaSalle Hotel Properties • September 19th, 2018 • Real estate investment trusts
Under the terms of the Agreement and Plan of Merger, by and among the Company, LaSalle Hotel Operating Partnership, L.P., Pebblebrook Hotel Trust (“Parent”), Pebblebrook Hotel, L.P., Ping Merger Sub, LLC and Ping Merger OP, LP, dated as of September 6, 2018, as amended on September 18, 2018 (as the same may be amended from time to time, the “Merger Agreement”), the Company and Parent agreed that the total number of Common Shares that will become earned and vested pursuant to the Award Agreements in connection with the Company Merger (as defined in the Merger Agreement) shall equal 180% of the Target Amount.
Pebblebrook Hotel TrustLaSalle Hotel Properties • September 19th, 2018 • Real estate investment trusts
You are expected to receive payments under your CIC Severance Agreement and in connection with previously granted equity awards of the Company, each in connection with the transactions contemplated by the Agreement and Plan of Merger, by and among, the Company, LaSalle Hotel Operating Partnership, L.P., Pebblebrook Hotel Trust (“Parent”), Pebblebrook Hotel, L.P., Ping Merger Sub, LLC and Ping Merger OP, LP, dated as of September 6, 2018, as amended on September 18, 2018 (as the same may be amended from time to time, the “Merger Agreement”). In connection with the execution of the Merger Agreement, the Company retained KPMG LLP (“KPMG”) to prepare an analysis taking into account a valuation of restrictive covenants to which you will be subject following termination of your employment with the Company, and a copy of such draft report dated September 14, 2018, using an assumed change in control date of November 30, 2018, is attached as Exhibit A hereto (the “KPMG Report”).
Pebblebrook Hotel TrustLaSalle Hotel Properties • September 19th, 2018 • Real estate investment trusts
You are expected to receive payments under your CIC Severance Agreement and in connection with previously granted equity awards of the Company, each in connection with the transactions contemplated by the Agreement and Plan of Merger, by and among, the Company, LaSalle Hotel Operating Partnership, L.P., Pebblebrook Hotel Trust (“Parent”), Pebblebrook Hotel, L.P., Ping Merger Sub, LLC and Ping Merger OP, LP, dated as of September 6, 2018, as amended on September 18, 2018 (as the same may be amended from time to time, the “Merger Agreement”). In connection with the execution of the Merger Agreement, the Company retained KPMG LLP (“KPMG”) to prepare an analysis taking into account a valuation of restrictive covenants to which you will be subject following termination of your employment with the Company, and a copy of such draft report dated September 14, 2018, using an assumed change in control date of November 30, 2018, is attached as Exhibit A hereto (the “KPMG Report”).
