Item 8.01Other Events.
On May 11, 2021, Sunstone Hotel Investors, Inc. (the "Company") and its wholly
owned subsidiary, Sunstone Hotel Partnership, LLC (the "Operating Partnership"),
entered into an underwriting agreement dated May 11, 2021 (the "Underwriting
Agreement") with Wells Fargo Securities, LLC, J.P. Morgan Securities LLC, and
BofA Securities, Inc., as representatives of the several underwriters named in
the Underwriting Agreement, relating to the sale of 4,000,000 shares of the
Company's 6.125% Series H Cumulative Redeemable Preferred Stock, par value $0.01
per share (the "Series H Preferred Stock") in connection with an underwritten
public offering (the "Offering"), pursuant to the Company's effective
registration statement on Form S-3 (File No. 333-236538). The Company also
granted the underwriters a 30-day option to purchase up to an additional 600,000
shares solely to cover over-allotments, which has been exercised in full. The
Offering is expected to close on May 24, 2021, subject to customary closing
conditions. The Underwriting Agreement is attached hereto as Exhibit 1.1 and is
incorporated herein by reference.
Additionally, on May 12, 2021, the Company provided notice of redemption to the
holders of shares of its 6.950% Series E Cumulative Redeemable Preferred Stock,
$0.01 par value (the "Series E Preferred Stock"). On June 11, 2021, the Company
will redeem all 4,600,000 shares of its Series E Preferred Stock at a price
equal to $25.00 per share plus an amount equal to all accrued and unpaid
dividends thereon, using proceeds received from the Offering. After the
redemption date, the Company will have no outstanding shares of Series E
Preferred Stock, and all rights of the holders of such shares will be
terminated. Because the redemption of the Series E Preferred Stock is a
redemption in full, trading of the Series E Preferred Stock on the New York
Stock Exchange will cease on the redemption date.
Item 9.01Financial Statements and Exhibits
(d) Exhibits
Exhibit No. Description
1.1 Underwriting Agreement, dated May 11, 2021, by and between
Sunstone Hotel Investors, Inc. and Sunstone Hotel Partnership, LLC
and Wells Fargo Securities, LLC, J.P. Morgan Securities LLC, and
BofA Securities, Inc., as representatives of the several
underwriters named therein.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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