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): September 1018, 2019

CHESAPEAKE LODGING TRUST

(PK Domestic Sub LLC as successor by merger to Chesapeake Lodging Trust)

(Exact name of Registrant as specified in its charter)

Maryland	001-34572	27-0372343
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
4300 Wilson Boulevard, Suite 625, Arlington, VA		22203
c/o 1775 Tysons Blvd., 7th Floor, Tysons, VA		22102
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (571) 349-9450

~~Not~~4300 ~~Applicable~~Wilson Boulevard, Suite 625

Arlington, VA 22203

(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:

☐	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))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class

Trading

Symbol

Name of Exchange

On Which Registered

Common Shares of Beneficial Interest, $.01 par value

CHSP

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

~~Item~~Introductory ~~5.07. Submission of Matters to a Vote of Security Holders.~~Note

AThis ~~special~~Current ~~meeting~~Report ofon ~~shareholders~~Form of8-K ~~Chesapeake~~is ~~Lodging~~being ~~Trust,~~filed ain ~~Maryland~~connection ~~real~~with ~~estate investment trust (~~the ~~“Trust”),~~consummation ~~was held~~ on September 1018, 2019 (the “~~Special~~Closing ~~Meeting~~Date”) toof ~~vote~~the onmerger ~~the~~contemplated ~~proposals~~by ~~set~~that ~~forth~~certain inAgreement inand ~~the~~Plan ~~definitive~~of ~~proxy~~Merger ~~statement~~(the /“Merger ~~prospectus~~Agreement”), dated ~~July~~May 265, 2019, by and ~~first~~among ~~mailed~~Chesapeake toLodging Trust, a Maryland real estate investment trust (the “Trust’s”), ~~shareholders~~Park ~~on July~~Hotels ~~29,~~& ~~2019~~Resorts Inc., Aa ~~total~~Delaware ofcorporation 53(“Park”),~~204,503~~ ofPK ~~the~~Domestic ~~Trust’s~~Property ~~common~~LLC, ~~shares~~a ofDelaware ~~beneficial~~limited ~~interest,~~liability ~~$0.01~~company ~~par~~and ~~value~~an ~~per~~indirect ~~share~~subsidiary of Park (“~~Common Shares~~Domestic”), ~~out~~and ofPK aDomestic ~~total~~Sub ~~of 60~~LLC,~~765,796~~ ~~outstanding~~a ~~Common~~Delaware ~~Shares~~limited ~~entitled~~liability tocompany ~~vote~~and asa ofdirect ~~the~~subsidiary ~~record~~of ~~date~~Domestic of(“Merger ~~July 25~~Sub,” ~~2019~~and, (together with Park and Domestic, the “~~Record~~Park ~~Date~~Parties”). Pursuant to the Merger Agreement, ~~were~~on ~~present~~September 18, in2019, ~~person~~the orTrust ~~represented~~merged bywith ~~proxy~~and atinto ~~the~~Merger ~~Special~~Sub, ~~Meeting.~~with AMerger ~~summary~~Sub ofcontinuing as the ~~voting~~surviving ~~results~~entity ~~for~~and ~~the~~a ~~proposals~~wholly-owned issubsidiary ~~set~~of ~~forth~~Domestic ~~below~~(the “Merger”).The ~~There~~following ~~were~~events notook ~~broker~~place ~~non-votes~~in connection with ~~respect~~the toconsummation ~~any~~ of the ~~proposals.~~Merger:

~~Proposal~~ Item 1.02. Termination of a Material Definitive Agreement.

AtThe ~~the~~information ~~Special~~provided ~~Meeting,~~in the ~~Trust’s~~Introductory ~~shareholders~~Note ~~voted on a proposal (the “Merger Proposal”) to approve the merger (the “Merger”) of the Trust with~~ and ~~into~~Item ~~a subsidiary of Park Hotels & Resorts Inc~~2.01 ~~(“Park”) pursuant to the Agreement and Plan~~ of ~~Merger,~~this ~~dated~~Current asReport ofon ~~May 5,~~Form ~~2019~~8-K ~~(the~~is ~~“Merger~~incorporated ~~Agreement”),~~herein by and among Park, PK Domestic Property LLC, an indirect subsidiary of Park (“Domestic”), PK Domestic Sub LLC, a wholly-owned subsidiary of Domestic, and the Trust, as it may be amended from time to time (the “Merger Proposal”), on the terms and subject to the conditions set forth in the Merger Agreementreference. ~~The votes on this proposal were as follows:~~

For		Against		Abstain
52,738,921		274,830		190,752

In connection with the consummation of the Merger on September 18, 2019, all amounts outstanding under the Trust’s $225 million, five-year unsecured term loan (the “Term Loan”) with Wells Fargo Bank, National Association, as administrative agent, JPMorgan Chase Bank, N.A., as syndication agent, and PNC Bank, National Association, as documentation agent were repaid. Effective upon such repayment, the term loan agreement for the Term Loan and all related loan documents were terminated and became null and void.

~~Proposal~~In 2connection with the consummation of the Merger on September 18, 2019, all amounts outstanding under the Trust’s unsecured revolving credit facility (the “Credit Facility”) with Wells Fargo Bank, National Association, as administrative agent, JPMorgan Chase Bank, N.A., as syndication agent, and Deutsche Bank Securities Inc., PNC Bank, National Association and Regions Bank, as documentation agents, were repaid and all commitments terminated. Effective upon such repayment, the credit agreement for the Credit Facility and all related loan documents were terminated and became null and void.

AtIn connection with the ~~Special~~consummation ~~Meeting~~of the Merger on September 18, 2019, all amounts outstanding under the Trust’s ~~shareholders~~$92.5 million ~~voted~~mortgage onloan ~~a non-binding advisory~~secured ~~proposal~~by toLe ~~approve~~Meridien ~~compensation~~San ~~that~~Francisco, ~~may~~with beCHSP ~~paid~~San orFrancisco ~~become~~LLC, ~~payable~~as toborrower, and PNC Bank, National Association, as lender, and the Trust’s ~~named~~$60.0 million ~~executive~~mortgage ~~officers~~loan insecured ~~connection~~by ~~with~~Boston ~~the~~Marriott ~~Merger~~Newton, ~~the~~with ~~Merger~~CHSP ~~Agreement~~Newton LLC, as borrower, and ~~the~~PNC ~~other~~Bank, ~~transactions~~National ~~contemplated~~Association, byas lender (collectively, the ~~Merger~~“Mortgage ~~Agreement~~Loans”) were repaid. ~~The~~Effective ~~votes~~upon onsuch ~~this~~repayments, ~~proposal~~the loan agreements for the Mortgage Loans and all related loan documents were asterminated ~~follows:~~and became of no further force and effect.

For		Against		Abstain
25,838,194		27,165,387		200,922

Item 2.01. Completion of Acquisition or Disposition of Assets.

~~Because~~The ~~there~~information ~~were~~provided ~~sufficient~~in ~~votes at~~ the ~~Special~~Introductory ~~Meeting~~Note toof ~~approve~~this ~~the~~Current ~~Merger~~Report ~~Proposal, shareholder action~~ on aForm ~~third~~8-K ~~proposal,~~is toincorporated ~~approve~~herein ~~one~~by or more adjournments of the Special Meeting, if necessary or appropriate, for the purpose of soliciting additional votes in favor of the Merger Proposal, was not required and no vote was taken on that proposalreference.

~~Item~~As ~~8.01.~~previously ~~Other~~disclosed, ~~Events.~~pursuant to the terms and subject to the conditions set forth in the Merger Agreement, at the effective time of the Merger:

On• ~~September 10~~each issued and outstanding common share of beneficial interest, ~~2019~~par value $0.01 per share, of the Trust ~~issued~~(each a ~~press~~“Common ~~release~~Share”) ~~announcing~~(other than shares held by the ~~voting~~Trust, ~~results~~any wholly-owned subsidiary of the ~~Special~~Trust ~~Meeting.~~or Aby ~~copy~~any of the ~~press~~Park ~~release~~Parties isor ~~attached~~any asof ~~Exhibit~~their 99respective wholly-owned subsidiaries) was converted into the right to receive 0.1628 ~~and~~of ~~incorporated~~a ~~herein~~share byof ~~reference~~common stock, par value $0.01 per share, of Park (“Park Common Stock”), and $11.00 in cash, subject to any applicable withholding taxes (collectively, the “Merger Consideration”); and

•

all unvested awards of Common Shares granted under the Trust’s equity plan became 100% vested and all restrictions and forfeiture conditions thereon lapsed, and thereafter, such Common Shares were considered outstanding and the holders thereof had the right to receive the Merger Consideration with respect to such Common Shares.

No fractional shares of Park Common Stock were issued in the Merger. The value of any fractional interests of shares of Park Common Stock to which a holder was otherwise entitled was paid in cash.

The foregoing description of the Merger Agreement and the transaction contemplated by the Merger Agreement is only a summary and is subject to, and qualified in its entirety by reference to the full text of the Merger Agreement, a copy of which is filed as Exhibit 2.1 hereto and incorporated herein by reference.

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

The information provided in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.

In connection with the completion of the Merger, on September 18, 2019, the Trust notified the New York Stock Exchange (the “NYSE”) that each Common Share issued and outstanding immediately prior to the effective time of the Merger was cancelled and converted into the right to receive the Merger Consideration, and requested that the NYSE file a notification of removal from listing on Form 25 with the Securities and Exchange Commission with respect to the Common Shares in order to effect the delisting of the Common Shares from the NYSE. Such delisting will result in the termination of the registration of the Common Shares under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Merger Sub, as successor by merger to the Trust, intends to file a Form 15 to suspend the reporting obligations of the Trust under Sections 13 and 15(d) of the Exchange Act.

Item 3.03. Material Modification to Rights of Security Holders.

The information provided in the Introductory Note and Items 2.01 and 5.01 of this Current Report on Form 8-K is incorporated herein by reference.

In connection with the completion of the Merger, each issued and outstanding Common Share (other than shares held by the Trust, any wholly-owned subsidiary of the Trust or by any of the Park Parties or any of their respective wholly-owned subsidiaries) was converted into the right to receive the Merger Consideration. At the effective time of the Merger, the Trust’s shareholders immediately before the effective time of the Merger ceased to have any rights as shareholders in Trust (other than their right to receive the Merger Consideration).

Item 5.01. Changes in Control of Registrant.

The information provided in the Introductory Note and Items 2.01, 3.01, 3.03, and 5.02 of this Current Report on Form 8-K is incorporated herein by reference.

At the effective time of the Merger, as contemplated under the Merger Agreement, the Trust merged with and into Merger Sub, with Merger Sub continuing as the surviving entity and a direct, wholly-owned subsidiary of Domestic. The consideration paid in connection with the Merger consisted of 0.628 shares of Park Common Stock (with cash to be paid in lieu of fractional shares) and $11.00 in cash per each issued and outstanding Common Share, or an aggregate of approximately 37.8 million shares of Park Common Stock and approximately $668.4 million in cash.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

The information provided in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.

As a result of the Merger and pursuant to the Merger Agreement, the Trust merged with and into Merger Sub, with Merger Sub continuing as the surviving entity and a direct, wholly-owned subsidiary of Domestic. In connection with the consummation of the Merger, on September 18, 2019, all members of the board of trustees of the Trust resigned as trustees of the Trust. These resignations were in connection with the Merger and were not due to disagreement or dispute with the Trust or Park on any matter.

In addition, on September 18, 2019, in connection with the consummation of the Merger, each executive officer of the Trust listed below ceased to hold the positions indicated beside such executive officer’s name:


James L. Francis		President and Chief Executive Officer
Douglas W. Vicari		Executive Vice President and Chief Financial Officer
D. Rick Adams		Executive Vice President and Chief Operating Officer
Graham J. Wootten		Senior Vice President, Chief Accounting Officer and Secretary

Item 5.03.

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

The information provided in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.

Pursuant to the Merger, as of the effective time of the Merger, the Trust ceased to exist and Merger Sub continued as the surviving entity.

Item 8.01.

Other Events

On September 17, 2019, the Trust issued a press release announcing that it had closed on the sale of its two hotels in New York, New York. A copy of the press release is attached as Exhibit 99.1 and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description
	99.1	Press release, dated September 10, 2019.
	2.1	Agreement and Plan of Merger by and among Park Hotels & Resorts Inc., PK Domestic Property LLC, PK Domestic Sub LLC, and Chesapeake Lodging Trust, dated as of May 5, 2019 (incorporated by reference to Exhibit 2.1 to the Trust’s Current Report on Form 8-K, filed on May 6, 2019).
	99.1	Press release, dated September 17, 2019.
	104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: September 10, 2019	CHESAPEAKE LODGING TRUST
Date: September 18, 2019	PK DOMESTIC SUB LLC (as successor by merger to Chesapeake Lodging Trust)
	By:	/s/ ~~Graham~~Sean JM. ~~Wootten~~Dell’Orto
		Graham J. Wootten
	Name:	Sean M. Dell’Orto
		Senior Vice President and Chief Accounting Officer
	Title:	Vice President and Treasurer

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