Business Context and Reporting Period
Company: Sunstone Hotel Investors, Inc.
Filing Type: Form 8-K (Current Report)
Date of Report: October 16, 2009
Event: The Company and its wholly owned subsidiary, Sunstone Hotel Partnership, LLC, entered into a purchase agreement to issue and sell common stock.
Key Financial Metrics
This filing is a current report regarding a capital transaction and does not contain periodic financial statements. Consequently, specific values for revenue, profit, cash flow, margins, debt, and liquidity are not provided in this document.
- Shares Issued: 20,000,000 shares of common stock.
- Over-Allotment: Underwriters exercised their option in full to purchase an additional 3,000,000 shares.
- Total Shares Sold: 23,000,000 shares.
- Underwriters: Merrill Lynch, Pierce, Fenner & Smith Incorporated and Wells Fargo Securities, LLC.
Material Changes
The primary material change reported is the expansion of the Company's equity capital through the sale of 23,000,000 shares of common stock. This transaction was conducted under the Company's registration statement on Form S-3 (File No. 333-155101), as supplemented by a prospectus supplement filed on October 16, 2009.
Guidance, Outlook, and Risks
This filing does not contain management commentary, forward-looking guidance, or specific risk factors beyond the standard legal opinions attached as exhibits. The document confirms the legality of the shares (Opinion of Venable LLP) and tax matters (Opinion of Latham & Watkins LLP).
Investor Verification Checklist
- Verify the final offering price per share and total gross proceeds in the accompanying prospectus supplement (not included in this text).
- Confirm the use of proceeds from the 23,000,000 share offering as detailed in the Form S-3 registration statement.
- Review the full Purchase Agreement (Exhibit 1.1) for any specific covenants or conditions attached to the sale.
- Check subsequent filings for the impact of this equity issuance on the Company's diluted earnings per share and capital structure.