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| CIK | 1342126 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Morgans Hotel Group Co.
SEC Filings (Chronological Order)
Denna sida innehåller en komplett, kronologisk lista över SEC-arkiveringar, exklusive ägande-arkiveringar som vi tillhandahåller på andra ställen.
| December 12, 2016 |
Morgans Hotel Group FORM 15-12B Form 15-12B UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-33738 MORGANS HOTEL GROUP CO. LLC (successor in interest to |
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| December 5, 2016 |
MHGC / Morgans Hotel Group Co. / GAMCO INVESTORS, INC. ET AL Activist Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1) Morgans Hotel Group Co. (Name of Issuer) Common Stock (Title of Class of Securities) 61748W108 (CUSIP Number) David Goldman GAMCO Investors, Inc. One Corporate Center Rye, New York 10580-1435 (914) 921-5000 (Name, Address and Telephone Number of Person Authorized to Re |
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| December 1, 2016 |
S-8 POS Registration No. 333-182576 Registration No. 333-165086 Registration No. 333-151026 Registration No. 333-143491 Registration No. 333-131834 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Post-Effective Amendment No. 1 on Form S-8 Registration Statement No. 333-182576 Post-Effective Amendment No. 1 on Form S-8 |
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| December 1, 2016 |
S-8 POS Registration No. 333-182576 Registration No. 333-165086 Registration No. 333-151026 Registration No. 333-143491 Registration No. 333-131834 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Post-Effective Amendment No. 1 on Form S-8 Registration Statement No. 333-182576 Post-Effective Amendment No. 1 on Form S-8 |
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| December 1, 2016 |
S-8 POS Registration No. 333-182576 Registration No. 333-165086 Registration No. 333-151026 Registration No. 333-143491 Registration No. 333-131834 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Post-Effective Amendment No. 1 on Form S-8 Registration Statement No. 333-182576 Post-Effective Amendment No. 1 on Form S-8 |
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| December 1, 2016 |
S-8 POS Registration No. 333-182576 Registration No. 333-165086 Registration No. 333-151026 Registration No. 333-143491 Registration No. 333-131834 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Post-Effective Amendment No. 1 on Form S-8 Registration Statement No. 333-182576 Post-Effective Amendment No. 1 on Form S-8 |
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| December 1, 2016 |
S-8 POS Registration No. 333-182576 Registration No. 333-165086 Registration No. 333-151026 Registration No. 333-143491 Registration No. 333-131834 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Post-Effective Amendment No. 1 on Form S-8 Registration Statement No. 333-182576 Post-Effective Amendment No. 1 on Form S-8 |
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| December 1, 2016 |
EX-99.1 Exhibit 99.1 SBE COMPLETES ACQUISITION OF MORGANS HOTEL GROUP Expands sbe?s portfolio to 22 hotels, and 129 venues to position sbe as the leading global lifestyle hospitality brand The Yucaipa Companies consents to transaction and together with Cain Hoy Enterprises will hold substantial Preferred and Common Equity stake in sbe Security Benefit to provide debt financing for recapitalization |
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| December 1, 2016 |
SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION MORGANS HOTEL GROUP CO. ARTICLE 1 EX-3.1 Exhibit 3.1 SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF MORGANS HOTEL GROUP CO. ARTICLE 1 The name of this Corporation is Morgans Hotel Group Co. ARTICLE 2 The address of the Corporation?s registered office in the State of Delaware is c/o The Corporation Trust Company, 1209 Orange Street, Wilmington, Delaware 19801 in the County of New Castle. The name of the corporation?s r |
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| December 1, 2016 |
EX-3.2 3 d285368dex32.htm EX-3.2 Exhibit 3.2 SECOND AMENDED AND RESTATED BYLAWS OF MORGANS HOTEL GROUP CO. a Delaware corporation ARTICLE I OFFICES 1 Section 1.1 Registered Office 1 Section 1.2 Principal Office 1 Section 1.3 Other Offices 1 ARTICLE II MEETINGS OF STOCKHOLDERS 1 Section 2.1 Time and Place of Meetings 1 Section 2.2 Annual Meetings 1 Section 2.3 Special Meetings 1 Section 2.4 Stockho |
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| December 1, 2016 |
Morgans Hotel Group FORM 8-K (Current Report/Significant Event) Form 8-K 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): December 1, 2016 (November 30, 2016) Morgans Hotel Group Co. (Exact name of registrant as specified in its charter) Delaware 001-33738 16-1736884 (State or other Jurisdiction |
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| December 1, 2016 |
MHGC / Morgans Hotel Group Co. / Morgans Hotel Group Co. - AMENDMENT NO. 9 TO SC 13E3 Amendment No. 9 to SC 13E3 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Amendment No. 9 to SCHEDULE 13E-3 RULE 13E-3 TRANSACTION STATEMENT UNDER SECTION 13(E) OF THE SECURITIES EXCHANGE ACT OF 1934 Morgans Hotel Group Co. (Name of the Issuer) Morgans Hotel Group Co. SBE ENT Holdings, LLC Yucaipa Hospitality Investments, LLC (Names of Person(s) Filing Statement) Common Stock, par value |
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| November 9, 2016 |
AMENDMENT NO. 1 TO THE AGREEMENT AND PLAN OF MERGER EX-2.1 Exhibit 2.1 AMENDMENT NO. 1 TO THE AGREEMENT AND PLAN OF MERGER This AMENDMENT NO. 1 (this ?Amendment?) is made and entered into as of November 8, 2016 among MORGANS HOTEL GROUP CO., a Delaware corporation (?Monroe?), SBEEG HOLDINGS, LLC, a Delaware limited liability company (?Trousdale?), and TROUSDALE ACQUISITION SUB, INC., a Delaware corporation (?Sub-S?), to amend that certain AGREEMENT |
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| November 9, 2016 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits Form 8-K 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): November 8, 2016 Morgans Hotel Group Co. (Exact name of registrant as specified in its charter) Delaware 001-33738 16-1736884 (State or other Jurisdiction of Incorporation) ( |
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| November 9, 2016 |
Morgans Hotel Group FORM 10-Q (Quarterly Report) mhgc-10q20160930.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: September 30, 2016 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file n |
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| September 30, 2016 |
MHGC / Morgans Hotel Group Co. / MMCAP International Inc. SPC Passive Investment SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2 (AMENDMENT NO. ) MORGANS HOTEL GROUP CO. (Name of Issuer) Common Stock (Title of Class of Securities) 61748W108 (CUSIP Number) September 20, 2016 (Date of Event Which Require |
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| September 26, 2016 |
Regulation FD Disclosure, Submission of Matters to a Vote of Security Holders Form 8-K 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 26, 2016 Morgans Hotel Group Co. (Exact name of registrant as specified in its charter) Delaware 001-33738 16-1736884 (State or other Jurisdiction of Incorporation) |
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| September 26, 2016 |
Morgans Hotel DEFINITIVE ADDITIONAL MATERIALS Definitive Additional Materials UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| September 26, 2016 |
MHGC / Morgans Hotel Group Co. / Morgans Hotel Group Co. - AMENDMENT NO. 8 TO SC 13E3 SC 13E3/A 1 d266569dsc13e3a.htm AMENDMENT NO. 8 TO SC 13E3 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Amendment No. 8 to SCHEDULE 13E-3 RULE 13E-3 TRANSACTION STATEMENT UNDER SECTION 13(E) OF THE SECURITIES EXCHANGE ACT OF 1934 Morgans Hotel Group Co. (Name of the Issuer) Morgans Hotel Group Co. SBEEG Holdings, LLC Trousdale Acquisition Sub, Inc. Yucaipa Hospitality Investments, LLC |
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| September 19, 2016 |
Morgans Hotel DEFINITIVE ADDITIONAL MATERIALS Definitive Additional Materials UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| September 19, 2016 |
MHGC / Morgans Hotel Group Co. / Morgans Hotel Group Co. - AMENDMENT NO. 7 TO SCHEDULE 13E-3 SC 13E3/A 1 d262662dsc13e3a.htm AMENDMENT NO. 7 TO SCHEDULE 13E-3 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Amendment No. 7 to SCHEDULE 13E-3 RULE 13E-3 TRANSACTION STATEMENT UNDER SECTION 13(E) OF THE SECURITIES EXCHANGE ACT OF 1934 Morgans Hotel Group Co. (Name of the Issuer) Morgans Hotel Group Co. SBEEG Holdings, LLC Trousdale Acquisition Sub, Inc. Yucaipa Hospitality Investmen |
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| September 15, 2016 |
MHGC / Morgans Hotel Group Co. / Morgans Hotel Group Co. - AMENDMENT NO. 6 TO SCHEDULE 13E-3 Amendment No. 6 to Schedule 13E-3 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Amendment No. 6 to SCHEDULE 13E-3 RULE 13E-3 TRANSACTION STATEMENT UNDER SECTION 13(E) OF THE SECURITIES EXCHANGE ACT OF 1934 Morgans Hotel Group Co. (Name of the Issuer) Morgans Hotel Group Co. SBEEG Holdings, LLC Trousdale Acquisition Sub, Inc. Yucaipa Hospitality Investments, LLC (Names of Person(s) Fili |
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| September 14, 2016 |
Morgans Hotel DEFINITIVE ADDITIONAL MATERIALS Definitive Additional Materials UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| September 7, 2016 |
Morgans Hotel DEFINITIVE ADDITIONAL MATERIALS Definitive Additional Materials UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| September 7, 2016 |
MHGC / Morgans Hotel Group Co. / Morgans Hotel Group Co. - AMENDMENT NO. 5 TO SCHEDULE 13E-3 SC 13E3/A 1 d252893dsc13e3a.htm AMENDMENT NO. 5 TO SCHEDULE 13E-3 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Amendment No. 5 to SCHEDULE 13E-3 RULE 13E-3 TRANSACTION STATEMENT UNDER SECTION 13(E) OF THE SECURITIES EXCHANGE ACT OF 1934 Morgans Hotel Group Co. (Name of the Issuer) Morgans Hotel Group Co. SBEEG Holdings, LLC Trousdale Acquisition Sub, Inc. Yucaipa Hospitality Investmen |
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| August 30, 2016 |
2016-03-14 Project Roosevelt Valuation Presentation_v19.pptx\14 MAR 2016\2:34 PM\1 Exhibit (c)(2) 2016-03-14 Project Roosevelt Valuation Presentationv19.pptx\14 MAR 2016\2:34 PM\1 Project Roosevelt Presentation to the Board of Directors March 14, 2016 Exhibit (c)(2) Strictly Confidential Strictly Confidential Table of Contents Project Roosevelt 2 2016-03-14 Project Roosevelt Valuation Presentationv19.pptx\14 MAR 2016\2:34 PM\2 Section 1 Monroe Selected Information Section 2 Lodg |
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| August 30, 2016 |
2016-05-07 Project Roosevelt Fairness Presentation_v26 (Post Committee).pptx\08 MAY 2016\1:19 AM\1 Exhibit (c)(3) 2016-05-07 Project Roosevelt Fairness Presentationv26 (Post Committee). |
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| August 30, 2016 |
MHGC / Morgans Hotel Group Co. / Morgans Hotel Group Co. - AMENDMENT NO. 4 TO SCHEDULE 13E-3 Amendment No. 4 to Schedule 13E-3 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Amendment No. 4 to SCHEDULE 13E-3 RULE 13E-3 TRANSACTION STATEMENT UNDER SECTION 13(E) OF THE SECURITIES EXCHANGE ACT OF 1934 Morgans Hotel Group Co. (Name of the Issuer) Morgans Hotel Group Co. SBEEG Holdings, LLC Trousdale Acquisition Sub, Inc. Yucaipa Hospitality Investments, LLC (Names of Person(s) Fili |
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| August 8, 2016 |
Morgans Hotel FORM 10-Q (Quarterly Report) mhgc-10q20160630.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: June 30, 2016 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number |
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| August 8, 2016 |
MORGANS HOTEL GROUP REPORTS SECOND QUARTER 2016 RESULTS EX-99.1 Exhibit 99.1 Contact: Richard Szymanski Morgans Hotel Group Co. 212.277.4188 MORGANS HOTEL GROUP REPORTS SECOND QUARTER 2016 RESULTS NEW YORK, NY ? August 8, 2016 ? Morgans Hotel Group Co. (NASDAQ: MHGC) (the ?Company? or ?Morgans?) today reported financial results for the quarter ended June 30, 2016. Second Quarter 2016 Operating Results Adjusted EBITDA, defined below was $11.2 million in |
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| August 8, 2016 |
Morgans Hotel FORM 8-K (Current Report/Significant Event) Form 8-K 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): August 8, 2016 Morgans Hotel Group Co. (Exact name of registrant as specified in its charter) Delaware 001-33738 16-1736884 (State or other Jurisdiction of Incorporation) (Co |
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| August 8, 2016 |
EX-10.1 2 mhgc-ex101320.htm EX-10.1 Exhibit 10.1 MORGANS HOTEL GROUP May 18, 2016 Dear Chadi: This letter agreement hereby amends and restates in full all of your prior employment offer letters, consisting of the employment offer letters dated January 14, 2016, September 25, 2015, and October 11, 2011 as amended (collectively, the “Prior Agreements”). The terms of your continued employment are as |
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| August 4, 2016 |
Definitive Proxy Statement Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| August 4, 2016 |
PRELIMINARY PROXY CARD – SUBJECT TO COMPLETION Exhibit 99.1 PRELIMINARY PROXY CARD ? SUBJECT TO COMPLETION MORGANS HOTEL GROUP CO. SPECIAL MEETING OF STOCKHOLDERS This proxy is solicited by the Board of Directors for use at the Special Meeting of Stockholders on [?], 2016. The shares of stock you hold in your account or in a dividend reinvestment account, if applicable, as of the close of business on [?], 2016 will be voted as you specify on t |
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| July 26, 2016 |
DEFA14A 1 d212820ddefa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule |
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| July 26, 2016 |
MHGC / Morgans Hotel Group Co. / Morgans Hotel Group Co. - SC 13E3/A SC 13E3/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13E-3 RULE 13E-3 TRANSACTION STATEMENT UNDER SECTION 13(E) OF THE SECURITIES EXCHANGE ACT OF 1934 Morgans Hotel Group Co. (Name of the Issuer) Morgans Hotel Group Co. SBEEG Holdings, LLC Trousdale Acquisition Sub, Inc. Yucaipa Hospitality Investments, LLC (Names of Person(s) Filing Statement) Common Stock, par value $0.01 |
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| July 18, 2016 |
CORRESP July 18, 2016 VIA EDGAR AND FEDERAL EXPRESS Mr. Perry J. Hindin, Special Counsel Office of Mergers & Acquisitions United States Securities and Exchange Commission Division of Corporation Finance 100 F. Street, N.E. Washington, D.C. 20549-3628 Re: Morgans Hotel Group Co. Preliminary Proxy Statement on Schedule 14A Filed on June 22, 2016 File No. 1-33738 Schedule 13E-3 Filed on June 22, 2016 |
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| July 18, 2016 |
Revised Preliminary Proxy Statement Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| July 18, 2016 |
MHGC / Morgans Hotel Group Co. / Morgans Hotel Group Co. - AMENDMENT NO. 2 TO SC 13E3 SC 13E3/A 1 d209280dsc13e3a.htm AMENDMENT NO. 2 TO SC 13E3 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 AMENDMENT NO. 2 TO SCHEDULE 13E-3 RULE 13E-3 TRANSACTION STATEMENT UNDER SECTION 13(E) OF THE SECURITIES EXCHANGE ACT OF 1934 Morgans Hotel Group Co. (Name of the Issuer) Morgans Hotel Group Co. SBEEG Holdings, LLC Trousdale Acquisition Sub, Inc. Yucaipa Hospitality Investments, LLC |
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| July 18, 2016 |
PRELIMINARY PROXY CARD – SUBJECT TO COMPLETION Exhibit 99.1 PRELIMINARY PROXY CARD ? SUBJECT TO COMPLETION MORGANS HOTEL GROUP CO. SPECIAL MEETING OF STOCKHOLDERS This proxy is solicited by the Board of Directors for use at the Special Meeting of Stockholders on [?], 2016. The shares of stock you hold in your account or in a dividend reinvestment account, if applicable, as of the close of business on [?], 2016 will be voted as you specify on t |
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| July 11, 2016 |
DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant x Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Pro |
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| July 11, 2016 |
MHGC / Morgans Hotel Group Co. / Morgans Hotel Group Co. - SC 13E3 SC 13E3 1 d212149dsc13e3.htm SC 13E3 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13E-3 RULE 13E-3 TRANSACTION STATEMENT UNDER SECTION 13(E) OF THE SECURITIES EXCHANGE ACT OF 1934 Morgans Hotel Group Co. (Name of the Issuer) Morgans Hotel Group Co. SBEEG Holdings, LLC Trousdale Acquisition Sub, Inc. Yucaipa Hospitality Investments, LLC (Names of Person(s) Filing Statement) Co |
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| June 22, 2016 |
[Remainder of Page Intentionally Blank] Exhibit (d)(6) Exhibit (d)(6) EXECUTION COPY MONROE VOTING AGREEMENT, dated as of May 9, 2016 (this “Agreement”), among SBEEG Holdings, LLC, a Delaware limited liability company (“Trousdale”) and the person listed on Schedule A hereto (the “Stockholder”). |
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| June 22, 2016 |
6 [remainder of the page intentionally left blank – signature page follows] EX-99.D.2 6 d195808dex99d2.htm EXHIBIT (D)(2) Exhibit (d)(2) EXECUTION COPY May 9, 2016 SBEEG Holdings LLC Trousdale Acquisition Sub, Inc. 2780 Holdings, LLC Las Vegas, Nevada 89109 Ladies and Gentlemen: This letter agreement (this “Agreement”) sets forth the commitment of the undersigned (the “Equity Provider”), subject to the terms and conditions contained herein, to transfer, contribute and del |
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| June 22, 2016 |
[Remainder of Page Intentionally Blank] EX-99.D.7 10 d195808dex99d7.htm EXHIBIT (D)(7) Exhibit (d)(7) EXECUTION COPY MONROE VOTING AGREEMENT, dated as of May 9, 2016 (this “Agreement”), among SBEEG Holdings, LLC, a Delaware limited liability company (“Trousdale”) and Yucaipa Hospitality Investments, LLC (the “Stockholder”). Capitalized terms used herein and not otherwise defined shall have the same meaning as set forth in the Merger Agr |
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| June 22, 2016 |
CAIN HOY ENTERPRISES LP 350 Park Avenue, 14th Floor New York, NY 10022 EX-99.D.9 11 d195808dex99d9.htm EXHIBIT (D)(9) Exhibit (d)(9) Execution Version CAIN HOY ENTERPRISES LP 350 Park Avenue, 14th Floor New York, NY 10022 May 9, 2016 SBEEG HOLDINGS, LLC 2780 Holdings, LLC Las Vegas, Nevada 89109 Ladies and Gentlemen: This letter agreement sets forth the commitment of Cain Hoy Enterprises LP (the “Investor”), subject to the terms and conditions contained herein, to pu |
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| June 22, 2016 |
[Remainder of Page Intentionally Blank] Exhibit (d)(5) Exhibit (d)(5) EXECUTION COPY MONROE VOTING AGREEMENT, dated as of May 9, 2016 (this “Agreement”), among SBEEG Holdings, LLC, a Delaware limited liability company (“Trousdale”) and the person listed on Schedule A hereto (the “Stockholder”). |
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| June 22, 2016 |
Security Benefit Corporation One Security Benefit Place Topeka, KS 66636 EX-99.D.10 12 d195808dex99d10.htm EXHIBIT (D)(10) Exhibit (d)(10) Security Benefit Corporation One Security Benefit Place Topeka, KS 66636 May 9, 2016 Cain Hoy Enterprises LP 350 Park Avenue, 14th Floor New York, NY 10022 Re: Guaranty of Commitment Ladies and Gentlemen: Reference is hereby made to that certain letter agreement (the “Equity Commitment Letter”), dated as of the date hereof, by and b |
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| June 22, 2016 |
Security Benefit Corporation One Security Benefit Place Topeka, Kansas 66636 Exhibit (b)(1) Exhibit (b)(1) Execution Version Security Benefit Corporation One Security Benefit Place Topeka, Kansas 66636 SBEEG HOLDINGS, LLC 2780 Holdings, LLC Las Vegas, Nevada 89109 May 9, 2016 To Whom It May Concern: We understand that SBEEG Holdings, LLC (“SBEEG”, “you” or the “Company”) is in discussions with Morgans Hotel Group Co. |
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| June 22, 2016 |
SBE TO ACQUIRE MORGANS HOTEL GROUP Exhibit (a)(5) Exhibit (a)(5) SBE TO ACQUIRE MORGANS HOTEL GROUP NEW YORK– May 9, 2015 – Morgans Hotel Group Co. |
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| June 22, 2016 |
EX-99.C.3 2016-05-07 Project Roosevelt Fairness Presentationv26 (Post Committee).pptx\08 MAY 2016\1:19 AM\1 Project Roosevelt Fairness Opinion Presentation May 8, 2016 Portions of this exhibit marked [*] are requested to be treated confidentially Exhibit(c)(3) Table of Contents Project Roosevelt 2 2016-05-07 Project Roosevelt Fairness Presentationv26 (Post Committee).pptx\08 MAY 2016\1:19 AM\2 Sec |
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| June 22, 2016 |
MHGC / Morgans Hotel Group Co. / Morgans Hotel Group Co. - SC 13E3 SC 13E3 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13E-3 RULE 13E-3 TRANSACTION STATEMENT UNDER SECTION 13(E) OF THE SECURITIES EXCHANGE ACT OF 1934 Morgans Hotel Group Co. (Name of the Issuer) Morgans Hotel Group Co. SBEEG Holdings, LLC Trousdale Acquisition Sub, Inc. Yucaipa Hospitality Investments, LLC (Names of Person(s) Filing Statement) Common Stock, par value $0.01 p |
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| June 22, 2016 |
PRELIMINARY PROXY CARD – SUBJECT TO COMPLETION Exhibit 99.1 PRELIMINARY PROXY CARD ? SUBJECT TO COMPLETION MORGANS HOTEL GROUP CO. SPECIAL MEETING OF STOCKHOLDERS This proxy is solicited by the Board of Directors for use at the Special Meeting of Stockholders on [?], 2016. The shares of stock you hold in your account or in a dividend reinvestment account, if applicable, as of the close of business on [?], 2016 will be voted as you specify on t |
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| June 22, 2016 |
EX-99.C.2 2016-03-14 Project Roosevelt Valuation Presentationv19.pptx\14 MAR 2016\2:34 PM\1 Project Roosevelt Presentation to the Board of Directors March 14, 2016 Portions of this exhibit marked [*] are requested to be treated confidentially Exhibit(c)(2) Table of Contents Project Roosevelt 2 2016-03-14 Project Roosevelt Valuation Presentationv19.pptx\14 MAR 2016\2:34 PM\2 Section 1 Monroe Select |
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| June 22, 2016 |
Preliminary Proxy Statement Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| June 22, 2016 |
[Remainder of Page Intentionally Blank] Exhibit (d)(4) Exhibit (d)(4) EXECUTION COPY MONROE VOTING AGREEMENT, dated as of May 9, 2016 (this “Agreement”), among SBEEG Holdings, LLC, a Delaware limited liability company (“Trousdale”) and the person listed on Schedule A hereto (the “Stockholder”). |
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| June 9, 2016 |
Form 8-K 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): June 8, 2016 Morgans Hotel Group Co. (Exact name of registrant as specified in its charter) Delaware 001-33738 16-1736884 (State or other Jurisdiction of Incorporation) (Comm |
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| May 18, 2016 |
Submission of Matters to a Vote of Security Holders Form 8-K 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): May 12, 2016 Morgans Hotel Group Co. (Exact name of registrant as specified in its charter) Delaware 001-33738 16-1736884 (State or other Jurisdiction of Incorporation) (Comm |
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| May 11, 2016 |
MHGC / Morgans Hotel Group Co. / OTK Associates, LLC - SC 13D/A Activist Investment SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D UNDER SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 4)* Morgans Hotel Group Co. (Name of Issuer) Common Stock, $0.01 par value per share (Title of Class of Securities) 61748W108 (CUSIP Number) OTK Associates, LLC 200 E. Long Lake Road, Suite 300 Bloomfield Hills, Michigan 48304 (248) 258-6800 Copy to: Je |
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| May 11, 2016 |
EX-99.3 Exhibit 99.3 JOINT FILING AGREEMENT In accordance with Rule 13d-1 (k)(I) under the Securities Exchange Act of 1934, as amended, each of the undersigned Reporting Persons hereby agrees to the joint filing, along with all other such Reporting Persons, on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to beneficial ownership of shares of comm |
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| May 11, 2016 |
[Remainder of Page Intentionally Blank] EX-99.1 Exhibit 99.1 MONROE VOTING AGREEMENT, dated as of May 9, 2016 (this “Agreement”), among SBEEG Holdings, LLC, a Delaware limited liability company (“Trousdale”) and the person listed on Schedule A hereto (the “Stockholder”). Capitalized terms used herein and not otherwise defined shall have the same meaning as set forth in the Merger Agreement (as defined below). WHEREAS, Morgans Hotel Grou |
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| May 10, 2016 |
Morgans Hotel 10-Q (Quarterly Report) mhgc-10q20160331.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: March 31, 2016 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file numbe |
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| May 10, 2016 |
SBE TO ACQUIRE MORGANS HOTEL GROUP EX-99.1 Exhibit 99.1 SBE TO ACQUIRE MORGANS HOTEL GROUP NEW YORK? May 9, 2015 ? Morgans Hotel Group Co. (NASDAQ: MHGC), (?Morgans?) today announced it has entered into a definitive agreement under which Morgans will be acquired by leading global lifestyle hospitality company SBE. Under terms of the agreement, SBE will acquire all of the outstanding shares of Morgans common stock for $2.25 per shar |
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| May 10, 2016 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events 8-K 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): May 9, 2016 Morgans Hotel Group Co. (Exact name of registrant as specified in its charter) Delaware 001-33738 16-1736884 (State or other Jurisdiction of Incorporation) (Commission |
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| May 10, 2016 |
EX-2.1 Exhibit 2.1 EXECUTION COPY AGREEMENT AND PLAN OF MERGER Dated as of May 9, 2016 Among MORGANS HOTEL GROUP CO., SBEEG HOLDINGS, LLC, And TROUSDALE ACQUISITION SUB, INC. TABLE OF CONTENTS Page ARTICLE I [Intentionally Omitted.] 1 ARTICLE II The Merger; Certain Related Matters 2 SECTION 2.01. The Merger 2 SECTION 2.02. Closing 2 SECTION 2.03. Effective Time 2 SECTION 2.04. Effects 2 SECTION 2. |
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| May 10, 2016 |
DEFA14A 1 d184144d8k.htm 8-K 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): May 9, 2016 Morgans Hotel Group Co. (Exact name of registrant as specified in its charter) Delaware 001-33738 16-1736884 (State or other Jurisdiction of I |
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| May 10, 2016 |
SBE TO ACQUIRE MORGANS HOTEL GROUP EX-99.1 Exhibit 99.1 SBE TO ACQUIRE MORGANS HOTEL GROUP NEW YORK? May 9, 2015 ? Morgans Hotel Group Co. (NASDAQ: MHGC), (?Morgans?) today announced it has entered into a definitive agreement under which Morgans will be acquired by leading global lifestyle hospitality company SBE. Under terms of the agreement, SBE will acquire all of the outstanding shares of Morgans common stock for $2.25 per shar |
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| May 10, 2016 |
EX-2.1 2 d184144dex21.htm EX-2.1 Exhibit 2.1 EXECUTION COPY AGREEMENT AND PLAN OF MERGER Dated as of May 9, 2016 Among MORGANS HOTEL GROUP CO., SBEEG HOLDINGS, LLC, And TROUSDALE ACQUISITION SUB, INC. TABLE OF CONTENTS Page ARTICLE I [Intentionally Omitted.] 1 ARTICLE II The Merger; Certain Related Matters 2 SECTION 2.01. The Merger 2 SECTION 2.02. Closing 2 SECTION 2.03. Effective Time 2 SECTION |
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| May 10, 2016 |
[Remainder of Page Intentionally Blank] EX-1 Exhibit 1 EXECUTION COPY MONROE VOTING AGREEMENT, dated as of May 9, 2016 (this “Agreement”), among SBEEG Holdings, LLC, a Delaware limited liability company (“Trousdale”) and the person listed on Schedule A hereto (the “Stockholder”). |
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| May 10, 2016 |
[remainder of the page intentionally left blank – signature page follows] EX-2 2 a16-109091ex2.htm EX-2 Exhibit 2 EXECUTION COPY May 9, 2016 SBEEG Holdings LLC Trousdale Acquisition Sub, Inc. 2780 Holdings, LLC Las Vegas, Nevada 89109 Ladies and Gentlemen: This letter agreement (this “Agreement”) sets forth the commitment of the undersigned (the “Equity Provider”), subject to the terms and conditions contained herein, to transfer, contribute and deliver the number of sh |
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| May 10, 2016 |
MHGC / Morgans Hotel Group Co. / VECTOR GROUP LTD - SC 13D/A Activist Investment SC 13D/A 1 d166176dsc13da.htm SC 13D/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A (Amendment No. 4)* UNDER THE SECURITIES EXCHANGE ACT OF 1934 MORGANS HOTEL GROUP CO. (Name of Issuer) COMMON STOCK, $0.01 PAR VALUE (Title of Class of Securities) 61748W108 (CUSIP Number) J. Bryant Kirkland III Vector Group Ltd. 4400 Biscayne Boulevard, 10th Floor Miami, FL 33137 (305) 5 |
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| May 10, 2016 |
MHGC / Morgans Hotel Group Co. / BURKLE RONALD W - SC 13D/A Activist Investment SC 13D/A 1 a16-109091sc13da.htm SC 13D/A CUSIP No. 61748W108 SCHEDULE 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 18)* MORGANS HOTEL GROUP CO. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 61748W108 (CUSIP Number) Robert P. Bermingham The Yucaipa Compa |
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| May 10, 2016 |
[Remainder of Page Intentionally Blank] EX-3 3 a16-109091ex3.htm EX-3 Exhibit 3 EXECUTION COPY MONROE VOTING AGREEMENT, dated as of May 9, 2016 (this “Agreement”), among SBEEG Holdings, LLC, a Delaware limited liability company (“Trousdale”) and Yucaipa Hospitality Investments, LLC (the “Stockholder”). Capitalized terms used herein and not otherwise defined shall have the same meaning as set forth in the Merger Agreement (as defined bel |
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| May 9, 2016 |
Morgans Hotel FORM 8-K (Current Report/Significant Event) Form 8-K 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): May 9, 2016 Morgans Hotel Group Co. (Exact name of registrant as specified in its charter) Delaware 001-33738 16-1736884 (State or other Jurisdiction of Incorporation) (Commi |
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| May 9, 2016 |
MORGANS HOTEL GROUP REPORTS FIRST QUARTER 2016 RESULTS EX-99.1 Exhibit 99.1 Contacts: Investors Richard Szymanski Morgans Hotel Group Co. 212.277.4188 Media Stephanie Pillersdorf Sard Verbinnen & Co 212.687.8080 MORGANS HOTEL GROUP REPORTS FIRST QUARTER 2016 RESULTS NEW YORK, NY ? May 9, 2016 ? Morgans Hotel Group Co. (NASDAQ: MHGC) (the ?Company? or ?Morgans?) today reported financial results, in constant dollars where applicable, for the quarter end |
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| April 15, 2016 |
mhgc-def14a20160512.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of |
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| March 14, 2016 |
Morgans Hotel 10-K (Annual Report) mhgc-10k20151231.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2015 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001 |
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| March 14, 2016 |
EX-21.1 7 mhgc-ex21112.htm EX-21.1 Exhibit 21.1 LIST OF SUBSIDIARIES Morgans Hotel Group Co. Morgans Group LLC Morgans Hotel Group Management LLC Morgans US Franchise LLC Morgans Hotel Franchising Genpar I LLC Morgans Hotel Franchising Limpar LLC Morgans Hotel Franchising Genpar LP Morgans International Franchising LP Hudson Delano Junior Mezz LLC Hudson Delano Senior Mezz LLC Beach Hotel Associat |
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| March 14, 2016 |
AMENDED AND RESTATED EMPLOYMENT AGREEMENT Exhibit 10.33 AMENDED AND RESTATED EMPLOYMENT AGREEMENT This Amended and Restated Employment Agreement (this “Agreement”), dated January 14, 2016 (the “Execution Date”), is entered into between Morgans Hotel Group Co., a Delaware corporation (the “Company”), and Meredith L. Deutsch (the “Executive”) (collectively, the “Parties” and each, a “Party”). In addition to the terms defined elsewhere herei |
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| March 14, 2016 |
Exhibit 10.24 LOAN EXTENSION AGREEMENT This LOAN EXTENSION AGREEMENT (this “Agreement”) is made effective as of February 9, 2016, by and among BSRECP II Joint US Origination, L.L.C., a Delaware limited liability company, Broad Street Principal Investments, LLC, a Delaware limited liability company, BCSSS Investments S.À.R.L. and MPS Investments S.À.R.L. (together with its successors and/or assigns |
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| March 14, 2016 |
Exhibit 10.25 LOAN EXTENSION AGREEMENT This LOAN EXTENSION AGREEMENT (this “Agreement”) is made effective as of February 9, 2016, by and among PREFG HUDSON DELANO MEZZ LENDER, LLC, a Delaware limited liability company (together with its successors and/or assigns, collectively, “Lender”), HUDSON DELANO JUNIOR MEZZ LLC, a Delaware limited liability company (“Borrower”) and MORGANS HOTEL GROUP CO., a |
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| March 14, 2016 |
AMENDED AND RESTATED EMPLOYMENT AGREEMENT Exhibit 10.32 AMENDED AND RESTATED EMPLOYMENT AGREEMENT This Employment Agreement (this “Agreement”), dated January 14, 2016 (the “Execution Date”), is entered into between Morgans Hotel Group Co., a Delaware corporation (the “Company”), and Josh Fluhr (the “Executive”) (collectively, the “Parties” and each, a “Party”). In addition to the terms defined elsewhere herein, initial capitalized terms h |
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| March 14, 2016 |
Exhibit 10.23 Loan Nos: 304101142, 300801023, 301941001 and 301941002 LOAN EXTENSION AGREEMENT This LOAN EXTENSION AGREEMENT (this “Agreement”) is made effective as of February 9, 2016, by and among DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee in trust for Holders of CGBAM Commercial Mortgage Trust 2014-HD, Commercial Mortgage Pass‑Through Certificates, Series 2014-HD, in its capacity as the c |
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| March 10, 2016 |
MORGANS HOTEL GROUP REPORTS FOURTH QUARTER AND FULL YEAR 2015 RESULTS EX-99.1 Exhibit 99.1 Contacts: Investors Richard Szymanski Morgans Hotel Group Co. 212.277.4188 Media Daniel Gagnier/ Nathaniel Garnick Sard Verbinnen & Co 212.687.8080 MORGANS HOTEL GROUP REPORTS FOURTH QUARTER AND FULL YEAR 2015 RESULTS NEW YORK, NY ? March 10, 2016 ? Morgans Hotel Group Co. (NASDAQ: MHGC) (the ?Company? or ?Morgans?) today reported financial results for the quarter and year end |
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| March 10, 2016 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): March 10, 2016 Morgans Hotel Group Co. (Exact name of registrant as specified in its charter) Delaware 001-33738 16-1736884 (State or other Jurisdiction of Incorporation) (Commission |
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| March 8, 2016 |
Exhibit 24 POWER OF ATTORNEY The undersigned hereby constitutes and appoints Richard Szymanski and Meredith Deutsch, with full power of substitution, as the undersigned's true and lawful attorney-in-fact to: (1) prepare, execute in the undersigned's name and on the undersigned's behalf, and submit to the U. |
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| February 25, 2016 |
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): February 25, 2016 (February 20, 2016) Morgans Hotel Group Co. |
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| February 12, 2016 |
to Schedule 13G Joint Filing Agreement EX-99.2 Exhibit II to Schedule 13G Joint Filing Agreement The undersigned persons agree and consent to the joint filing on their behalf of this Schedule 13G dated February 5, 2016 in connection with their beneficial ownership of Morgans Hotel Group Co. Columbia Management Investment Advisers, LLC authorizes Ameriprise Financial, Inc. to execute the Schedule 13G to which this Exhibit is attached an |
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| February 12, 2016 |
EX-99.1 2 d127423dex991.htm EX-99.1 Exhibit I to Schedule 13G Ameriprise Financial, Inc., a Delaware Corporation, is a parent holding company. The classification and identity of the relevant subsidiaries is as follows: Investment Adviser – Columbia Management Investment Advisers, LLC is an investment adviser registered under section 203 of the Investment Advisers Act of 1940. |
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| February 12, 2016 |
MHGC / Morgans Hotel Group Co. / AMERIPRISE FINANCIAL INC - SC 13G/A Passive Investment SC 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Amendment #1 Under the Securities and Exchange Act of 1934 Morgans Hotel Group Co. (Name of Issuer) Common Stock (Title of Class of Securities) 61748W108 (CUSIP Number) December 31, 2015 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedu |
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| February 9, 2016 |
Entry into a Material Definitive Agreement Form 8-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): February 9, 2016 Morgans Hotel Group Co. |
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| January 29, 2016 |
Form 8-K 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): January 28, 2016 Morgans Hotel Group Co. (Exact name of registrant as specified in its charter) Delaware 001-33738 16-1736884 (State or other Jurisdiction of Incorporation) ( |
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| January 15, 2016 |
Form 8-K 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): January 14, 2016 Morgans Hotel Group Co. (Exact name of registrant as specified in its charter) Delaware 001-33738 16-1736884 (State or other Jurisdiction of Incorporation) ( |
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| November 13, 2015 |
POWER OF ATTORNEY The undersigned hereby constitutes and appoints Richard Szymanski and Meredith Deutsch, with full power of substitution, as the undersigned's true and lawful attorney-in-fact to: (1) prepare, execute in the undersigned's name and on the undersigned's behalf, and submit to the U. |
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| November 5, 2015 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: September 30, 2015 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-33738 Morg |
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| November 4, 2015 |
EX-99.1 Exhibit 99.1 Contacts: Investors Richard Szymanski Morgans Hotel Group Co. 212.277.4188 Media Daniel Gagnier/ Nathaniel Garnick Sard Verbinnen & Co 212.687.8080 MORGANS HOTEL GROUP REPORTS THIRD QUARTER 2015 RESULTS Provides Details of New Strategic Plan for Long-Term Value Creation Increases Stockholder Alignment on Board of Directors Commences Broker-Marketed Monetization of Owned-Real E |
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| November 4, 2015 |
Morgans Hotel Group FORM 8-K (Current Report/Significant Event) Form 8-K 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): November 4, 2015 (October 29, 2015) Morgans Hotel Group Co. (Exact name of registrant as specified in its charter) Delaware 001-33738 16-1736884 (State or other Jurisdiction |
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| October 5, 2015 |
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): October 2, 2015 Morgans Hotel Group Co. (Exact name of registrant as specified in its charter) Delaware 001-33738 16-1736884 (State or other Jurisdiction of Incorporation) (Commission |
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| August 5, 2015 |
MORGANS HOTEL GROUP REPORTS SECOND QUARTER 2015 RESULTS EX-99.1 Exhibit 99.1 Contacts: Investors Richard Szymanski Morgans Hotel Group Co. 212.277.4188 Media Daniel Gagnier/ Nathaniel Garnick Sard Verbinnen & Co 212.687.8080 MORGANS HOTEL GROUP REPORTS SECOND QUARTER 2015 RESULTS NEW YORK, NY ? August 5, 2015 ? Morgans Hotel Group Co. (NASDAQ: MHGC) (the ?Company?) today reported financial results for the quarter ended June 30, 2015. Second Quarter Hig |
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| August 5, 2015 |
EX-10.1 2 mhgc-ex101187.htm EX-10.1 Exhibit 10.1 May 7, 2015 Jonathan Langer 70 East 55th, 12th Floor New York, NY 10022 Dear Jonathan: This letter (the “Agreement”) will confirm the agreement between you, in your individual and personal capacity, and Morgans Hotel Group Co. (the “Company”) to perform certain consulting services and in recognition of your prior contributions to the Company. 1. Sco |
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| August 5, 2015 |
Financial Statements and Exhibits, Results of Operations and Financial Condition Form 8-K 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): August 5, 2015 Morgans Hotel Group Co. (Exact name of registrant as specified in its charter) Delaware 001-33738 16-1736884 (State or other Jurisdiction of Incorporation) (Co |
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| August 5, 2015 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q 10-Q 1 mhgc-10q20150630.htm 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: June 30, 2015 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission |
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| May 19, 2015 |
MHGC / Morgans Hotel Group Co. / VECTOR GROUP LTD - SC 13D/A Activist Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A (Amendment No. 3)* UNDER THE SECURITIES EXCHANGE ACT OF 1934 MORGANS HOTEL GROUP CO. (Name of Issuer) COMMON STOCK, $0.01 PAR VALUE (Title of Class of Securities) 61748W108 (CUSIP Number) J. Bryant Kirkland III Vector Group Ltd. 4400 Biscayne Boulevard, 10th Floor Miami, FL 33137 (305) 579-8000 (Name, Address and Telephone Nu |
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| May 19, 2015 |
Morgans Hotel Group FORM 8-K (Current Report/Significant Event) Form 8-K 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): May 13, 2015 Morgans Hotel Group Co. (Exact name of registrant as specified in its charter) Delaware 001-33738 16-1736884 (State or other Jurisdiction of Incorporation) (Comm |
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| May 19, 2015 |
EX-99.1 Exhibit 99.1 Contacts: Investors Richard Szymanski Morgans Hotel Group Co. 212.277.4188 Media Daniel Gagnier/ Nathaniel Garnick Sard Verbinnen & Co 212.687.8080 MORGANS HOTEL GROUP ANNOUNCES LEADERSHIP CHANGES Board Member Howard M. Lorber Appointed Chairman Jason T. Kalisman Resigns as Interim CEO, Remains a Director NEW YORK, NY ? May 19, 2015 ? Morgans Hotel Group Co. (NASDAQ: MHGC) (th |
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| May 8, 2015 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 8-K 1 d923208d8k.htm FORM 8-K 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): May 8, 2015 Morgans Hotel Group Co. (Exact name of registrant as specified in its charter) Delaware 001-33738 16-1736884 (State or other Jurisdiction of |
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| May 8, 2015 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: March 31, 2015 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-33738 Morgans |
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| May 8, 2015 |
MORGANS HOTEL GROUP REPORTS FIRST QUARTER 2015 RESULTS EX-99.1 Exhibit 99.1 Contacts: Investors Richard Szymanski Morgans Hotel Group Co. 212.277.4188 Media Daniel Gagnier/ Nathaniel Garnick Sard Verbinnen & Co 212.687.8080 MORGANS HOTEL GROUP REPORTS FIRST QUARTER 2015 RESULTS NEW YORK, NY ? May 8, 2015 ? Morgans Hotel Group Co. (NASDAQ: MHGC) (the ?Company?) today reported financial results for the first quarter ended March 31, 2015. First Quarter H |
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| April 15, 2015 |
Morgans Hotel Group DEFINITIVE PROXY STATEMENT DEF 14A 1 d852951ddef14a.htm DEFINITIVE PROXY STATEMENT Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preli |
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| April 9, 2015 |
Form 8-K 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): April 3, 2015 Morgans Hotel Group Co. (Exact name of registrant as specified in its charter) Delaware 001-33738 16-1736884 (State or other Jurisdiction of Incorporation) (Com |
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| April 9, 2015 |
POWER OF ATTORNEY The undersigned hereby constitutes and appoints Richard Szymanski and Meredith Deutsch, with full power of substitution, as the undersigned's true and lawful attorney-in-fact to: (1) prepare, execute in the undersigned's name and on the undersigned's behalf, and submit to the U. |
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| March 23, 2015 |
POWER OF ATTORNEY The undersigned hereby constitutes and appoints Richard Szymanski and Meredith Deutsch, with full power of substitution, as the undersigned's true and lawful attorney-in-fact to: (1) prepare, execute in the undersigned's name and on the undersigned's behalf, and submit to the U. |
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| March 23, 2015 |
POWER OF ATTORNEY The undersigned hereby constitutes and appoints Richard Szymanski and Meredith Deutsch, with full power of substitution, as the undersigned's true and lawful attorney-in-fact to: (1) prepare, execute in the undersigned's name and on the undersigned's behalf, and submit to the U. |
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| March 16, 2015 |
MHGC / Morgans Hotel Group Co. / VECTOR GROUP LTD - SC 13D/A Activist Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A (Amendment No. 2)* UNDER THE SECURITIES EXCHANGE ACT OF 1934 MORGANS HOTEL GROUP CO. (Name of Issuer) COMMON STOCK, $0.01 PAR VALUE (Title of Class of Securities) 61748W108 (CUSIP Number) J. Bryant Kirkland III Vector Group Ltd. 4400 Biscayne Boulevard, 10th Floor Miami, FL 33137 (305) 579-8000 (Name, Address and Telephone Nu |
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| March 16, 2015 |
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): March 15, 2015 Morgans Hotel Group Co. (Exact name of registrant as specified in its charter) Delaware 001-33738 16-1736884 (State or other Jurisdiction of Incorporation) (Commission |
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| March 16, 2015 |
MORGANS HOTEL GROUP NAMES HOWARD LORBER AND KENNETH CRUSE TO BOARD OF DIRECTORS EX-99.1 Exhibit 99.1 Investors Richard Szymanski Morgans Hotel Group Co. 212.277.4188 Media Daniel Gagnier/ Nathaniel Garnick Sard Verbinnen & Co 212.687.8080 MORGANS HOTEL GROUP NAMES HOWARD LORBER AND KENNETH CRUSE TO BOARD OF DIRECTORS NEW YORK March 16, 2015 Morgans Hotel Group Co. (NASDAQ: MHGC) (the Company) today announced that it has appointed veteran real estate investor, Howard M. |
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| March 13, 2015 |
Exhibit 21.1 LIST OF SUBSIDIARIES Morgans Group LLC Morgans Hotel Group Co. Morgans Hotel Group Management LLC 1100 West Holdings II, LLC 1100 West Holdings LLC 1100 West Properties LLC 43rd Restaurant LLC 495 ABC License LLC 495 Geary LLC 58th Street Bar Company LLC Bare Pool Management, LLC Beach Hotel Associates LLC Bella Lounge, LLC BNC Entertainment, LLC Cape Soho Hotel, LLC CBL Management, L |
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| March 13, 2015 |
Exhibit 2.3 Schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The registrant will furnish copies of such schedules to the U.S. Securities and Exchange Commission upon request. EQUITY PURCHASE AGREEMENT BY AND AMONG MORGANS HOTEL GROUP CO., MORGANS GROUP LLC, THE SELLER PARTIES HERETO AND HAKKASAN HOLDINGS LLC Dated as of December 16, 2014 Table of Contents Page ARTICLE I DE |
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| March 13, 2015 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2014 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-33738 Morgans Hotel |
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| March 13, 2015 |
MORGANS HOTEL GROUP REPORTS FOURTH QUARTER AND FULL YEAR 2014 RESULTS EX-99.1 Exhibit 99.1 Contacts: Investors Richard Szymanski Morgans Hotel Group Co. 212.277.4188 Media Daniel Gagnier/ Nathaniel Garnick Sard Verbinnen & Co 212.687.8080 MORGANS HOTEL GROUP REPORTS FOURTH QUARTER AND FULL YEAR 2014 RESULTS NEW YORK, NY ? March 13, 2015 ? Morgans Hotel Group Co. (NASDAQ: MHGC) (the ?Company?) today reported financial results for the quarter and year ended December 3 |
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| March 13, 2015 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 8-K 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): March 13, 2015 Morgans Hotel Group Co. (Exact name of registrant as specified in its charter) Delaware 001-33738 16-1736884 (State or other Jurisdiction of Incorporation) (Commiss |
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| February 17, 2015 |
EX-I Exhibit I to Schedule 13G Ameriprise Financial, Inc., a Delaware Corporation, is a parent holding company. The classification and identity of the relevant subsidiaries is as follows: Investment Adviser Columbia Management Investment Advisers, LLC is an investment adviser registered under section 203 of the Investment Advisers Act of 1940. |
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| February 17, 2015 |
to Schedule 13G Joint Filing Agreement EX-II Exhibit II to Schedule 13G Joint Filing Agreement The undersigned persons agree and consent to the joint filing on their behalf of this Schedule 13G dated February 13, 2015 in connection with their beneficial ownership of Morgans Hotel Group Co Columbia Management Investment Advisers, LLC authorizes Ameriprise Financial, Inc. |
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| February 17, 2015 |
MHGC / Morgans Hotel Group Co. / Ameriprise Financial Services, Inc. - SC 13G Passive Investment SC 13G SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities and Exchange Act of 1934 Morgans Hotel Group Co (Name of Issuer) Common Stock (Title of Class of Securities) 61748W108 (CUSIP Number) December 31, 2014 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: Thi |
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| February 2, 2015 |
8-K 1 d860942d8k.htm FORM 8-K 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): January 23, 2015 Morgans Hotel Group Co. (Exact name of registrant as specified in its charter) Delaware 001-33738 16-1736884 (State or other Jurisdictio |
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| February 2, 2015 |
Exhibit 1 The Yucaipa Companies February 2, 2015 Morgans Hotel Group Co. 475 Tenth Ave. New York, NY 10018 Attention: Meredith Deutsch, General Counsel Re: Investor Nominee Ladies and gentlemen, Reference is made to that certain Securities Purchase Agreement (the “Agreement”), dated as of October 15, 2009, by and between (i) Morgans Hotel Group Co. (the “Company”), and (ii) Yucaipa American Allian |
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| February 2, 2015 |
MHGC / Morgans Hotel Group Co. / BURKLE RONALD W - SC 13D/A Activist Investment CUSIP No. 61748W108 SCHEDULE 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 17)* MORGANS HOTEL GROUP CO. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 61748W108 (CUSIP Number) Robert P. Bermingham The Yucaipa Companies LLC 9130 W. Sunset Boulevard Los Ang |
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| January 13, 2015 |
MHGC / Morgans Hotel Group Co. CORRESP - - CORRESP MORGANS HOTEL GROUP January 13, 2015 VIA EDGAR CORRESPONDENCE AND TELECOPY Division of Corporation Finance Securities and Exchange Commission 100 F Street, N. |
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| December 16, 2014 |
EX-99.2 3 d837802dex992.htm EX-99.2 Exhibit 99.2 IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE OTK ASSOCIATES, LLC, directly on its own behalf and derivatively ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) on behalf of MORGANS HOTEL GROUP CO., Plaintiff, v. C.A. No. 8447-VCL ROBERT FRIEDMAN; THOMAS L. HARRISON; MICHAEL D. MALONE; RONALD W. BURKLE; JEFFREY M. GAULT; ANDREW SASSON, YUCAIPA AMERICA |
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| December 16, 2014 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events Form 8-K 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): December 16, 2014 Morgans Hotel Group Co. (Exact name of registrant as specified in its charter) Delaware 001-33738 16-1736884 (State or other Jurisdiction of Incorporation) |
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| December 16, 2014 |
MORGANS HOTEL GROUP ANNOUNCES AGREEMENT TO SELL THE LIGHT GROUP TO HAKKASAN GROUP FOR $36 MILLION EX-99.1 Exhibit 99.1 Contacts: Investors Richard Szymanski Morgans Hotel Group Co. 212.277.4188 Media For Morgans Hotel Group Daniel Gagnier/ Nathaniel Garnick Sard Verbinnen & Co 212.687.8080 For Hakkasan Group Mark O’Connor Golin 203.246.9534 MORGANS HOTEL GROUP ANNOUNCES AGREEMENT TO SELL THE LIGHT GROUP TO HAKKASAN GROUP FOR $36 MILLION NEW YORK, NY – December 16, 2014 – Morgans Hotel Group Co |
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| November 7, 2014 |
AMENDED AND RESTATED MORGANS HOTEL GROUP CO. ARTICLE I Exhibit 3.1 AUGUST 14, 2014 AMENDED AND RESTATED BY-LAWS OF MORGANS HOTEL GROUP CO. ARTICLE I Stockholders Section 1.1. Annual Meetings. An annual meeting of stockholders shall be held for the election of directors at such date, time and place either within or without the State of Delaware as may be designated by the Board of Directors from time to time. Any other business properly brought before |
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| November 7, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: September 30, 2014 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-33738 Morg |
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| November 7, 2014 |
MORGANS HOTEL GROUP REPORTS THIRD QUARTER 2014 RESULTS EX-99.1 Exhibit 99.1 Contacts: Investors Richard Szymanski Morgans Hotel Group Co. 212.277.4188 Media Daniel Gagnier/ Nathaniel Garnick Sard Verbinnen & Co 212.687.8080 MORGANS HOTEL GROUP REPORTS THIRD QUARTER 2014 RESULTS NEW YORK, NY – November 7, 2014 – Morgans Hotel Group Co. (NASDAQ: MHGC) (the “Company”) today reported financial results for the quarter ended September 30, 2014. Highlights • |
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| November 7, 2014 |
Financial Statements and Exhibits, Results of Operations and Financial Condition Form 8-K 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): November 7, 2014 Morgans Hotel Group Co. (Exact name of registrant as specified in its charter) Delaware 001-33738 16-1736884 (State or other Jurisdiction of Incorporation) ( |
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| September 24, 2014 |
MHGC / Morgans Hotel Group Co. / BURKLE RONALD W - SC 13D/A Activist Investment CUSIP No. 61748W108 SCHEDULE 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 16)* MORGANS HOTEL GROUP CO. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 61748W108 (CUSIP Number) Robert P. Bermingham The Yucaipa Companies LLC 9130 W. Sunset Boulevard Los Ang |
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| September 18, 2014 |
MHGC / Morgans Hotel Group Co. / GAMCO INVESTORS, INC. ET AL Activist Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Morgans Hotel Group Co. (Name of Issuer) Common Stock (Title of Class of Securities) 61748W108 (CUSIP Number) David Goldman GAMCO Investors, Inc. One Corporate Center Rye, New York 10580-1435 (914) 921-5000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and |
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| September 12, 2014 |
Form 8-K 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 11, 2014 Morgans Hotel Group Co. (Exact name of registrant as specified in its charter) Delaware 001-33738 16-1736884 (State or other Jurisdiction of Incorporation) |
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| August 18, 2014 |
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Other Events 8-K 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): August 18, 2014 (August 14, 2014) Morgans Hotel Group Co. (Exact name of registrant as specified in its charter) Delaware 001-33738 16-1736884 (State or other Jurisdiction of Inco |
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| August 18, 2014 |
EX-3.1 Exhibit 3.1 ARTICLE VI. MISCELLANEOUS Section 6.8. Forum for Adjudication of Disputes. Unless the Corporation consents in writing to the selection of an alternative forum, the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Corporation, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employe |
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| August 8, 2014 |
Exhibit 10.1 SECOND AMENDMENT TO LOAN AGREEMENT AND OTHER LOAN DOCUMENTS Dated as of May 22, 2014 Among HENRY HUDSON HOLDINGS LLC, 58th STREET BAR COMPANY LLC, HUDSON LEASECO LLC and BEACH HOTEL ASSOCIATES LLC, individually and/or collectively, as the context may require, as Borrower and CITIGROUP GLOBAL MARKETS REALTY CORP. and BANK OF AMERICA, N.A., collectively, as Lender SECOND AMENDMENT TO LO |
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| August 8, 2014 |
MORGANS HOTEL GROUP REPORTS SECOND QUARTER 2014 RESULTS Exhibit 99.1 Contacts: Investors Richard Szymanski Morgans Hotel Group Co. 212.277.4188 Media Daniel Gagnier/ Nathaniel Garnick Sard Verbinnen & Co 212.687.8080 MORGANS HOTEL GROUP REPORTS SECOND QUARTER 2014 RESULTS NEW YORK, NY – August 8, 2014 – Morgans Hotel Group Co. (NASDAQ: MHGC) (the “Company”) today reported financial results for the quarter ended June 30, 2014. Highlights • Adjusted EBIT |
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| August 8, 2014 |
EX-10.2 Exhibit 10.2 EXECUTION COPY EMPLOYMENT AGREEMENT This Employment Agreement (this “Agreement”), dated May 5, 2014 (the “Execution Date”), is entered into between Morgans Hotel Group Co., a Delaware corporation (the “Company”), and Josh Fluhr (the “Executive”) (collectively, the “Parties” and each, a “Party”). In addition to the terms defined elsewhere herein, initial capitalized terms have |
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| August 8, 2014 |
Financial Statements and Exhibits, Results of Operations and Financial Condition Form 8-K 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): August 8, 2014 Morgans Hotel Group Co. (Exact name of registrant as specified in its charter) Delaware 001-33738 16-1736884 (State or other Jurisdiction of Incorporation) (Co |
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| August 8, 2014 |
Exhibit 10.3 EXECUTION COPY EMPLOYMENT AGREEMENT This Employment Agreement (this “Agreement”), dated May 5, 2014 (the “Execution Date”), is entered into between Morgans Hotel Group Co., a Delaware corporation (the “Company”), and Meredith L. Deutsch (the “Executive”) (collectively, the “Parties” and each, a “Party”). In addition to the terms defined elsewhere herein, initial capitalized terms have |
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| August 8, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q 10-Q 1 d756846d10q.htm FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: June 30, 2014 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period |
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| June 19, 2014 |
Form 8-K 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): June 14, 2014 Morgans Hotel Group Co. (Exact name of registrant as specified in its charter) Delaware 001-33738 16-1736884 (State or other Jurisdiction of Incorporation) (Com |
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| June 6, 2014 |
Financial Statements and Exhibits, Other Events - FORM 8-K Form 8-K 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): June 6, 2014 (May 13, 2014) Morgans Hotel Group Co. (Exact name of registrant as specified in its charter) Delaware 001-33738 16-1736884 (State or other Jurisdiction of Incor |
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| June 6, 2014 |
EX-99.1 Exhibit 99.1 IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE OTK ASSOCIATES, LLC, directly on its own behalf and derivatively on behalf of MORGANS HOTEL GROUP CO., Plaintiff, v. ROBERT FRIEDMAN; THOMAS L. HARRISON; MICHAEL D. MALONE; MICHAEL J. GROSS; RONALD W. BURKLE; JEFFREY M. GAULT; ANDREW SASSON; YUCAIPA AMERICAN ALLIANCE FUND II, L.P., a Delaware Limited Partnership; YUCAIPA AMERIC |
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| May 20, 2014 |
Submission of Matters to a Vote of Security Holders - FORM 8-K Form 8-K 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): May 14, 2014 Morgans Hotel Group Co. (Exact name of registrant as specified in its charter) Delaware 001-33738 16-1736884 (State or other Jurisdiction of Incorporation) (Comm |
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| May 19, 2014 |
MHGC / Morgans Hotel Group Co. / VECTOR GROUP LTD - SC 13D/A Activist Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A (Amendment No. 1)* UNDER THE SECURITIES EXCHANGE ACT OF 1934 MORGANS HOTEL GROUP CO. (Name of Issuer) COMMON STOCK, $0.01 PAR VALUE (Title of Class of Securities) 61748W108 (CUSIP Number) J. Bryant Kirkland III Vector Group Ltd. 4400 Biscayne Boulevard, 10th Floor Miami, FL 33137 (305) 579-8000 (Name, Address and Telephone Nu |
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| May 14, 2014 |
DEFA14A 1 d726656ddefa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14A-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a party other than the Registrant ¨ Check the appropriate box: ¨ |
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| May 13, 2014 |
DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14A-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ |
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| May 9, 2014 |
Exhibit 10.33 FIRST AMENDMENT TO LOAN AGREEMENT AND OTHER LOAN DOCUMENTS Dated as of April 8, 2014 Among HENRY HUDSON HOLDINGS LLC, 58th STREET BAR COMPANY LLC, HUDSON LEASECO LLC and BEACH HOTEL ASSOCIATES LLC, individually and/or collectively, as the context may require, as Borrower and CITIGROUP GLOBAL MARKETS REALTY CORP. and BANK OF AMERICA, N.A., collectively, as Lender FIRST AMENDMENT TO LO |
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| May 9, 2014 |
MHGC / Morgans Hotel Group Co. / BURKLE RONALD W - SC 13D/A Activist Investment CUSIP No. 61748W108 SCHEDULE 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 15)* MORGANS HOTEL GROUP CO. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 61748W108 (CUSIP Number) Robert P. Bermingham The Yucaipa Companies LLC 9130 W. Sunset Boulevard Los Ang |
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| May 9, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: March 31, 2014 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: |
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| May 8, 2014 |
Financial Statements and Exhibits, Results of Operations and Financial Condition - 8-K 8-K 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): May 8, 2014 Morgans Hotel Group Co. (Exact name of registrant as specified in its charter) Delaware 001-33738 16-1736884 (State or other Jurisdiction of Incorporation) (Commission |
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| May 8, 2014 |
MHGC / Morgans Hotel Group Co. / BURKLE RONALD W - SC 13D/A Activist Investment CUSIP No. 61748W108 SCHEDULE 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 14)* MORGANS HOTEL GROUP CO. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 61748W108 (CUSIP Number) Robert P. Bermingham The Yucaipa Companies LLC 9130 W. Sunset Boulevard Los Ang |
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| May 8, 2014 |
MORGANS HOTEL GROUP REPORTS FIRST QUARTER 2014 RESULTS EX-99.1 Exhibit 99.1 Contacts: Investors Richard Szymanski Morgans Hotel Group Co. 212.277.4188 Media Daniel Gagnier/ Nathaniel Garnick Sard Verbinnen & Co 212.687.8080 MORGANS HOTEL GROUP REPORTS FIRST QUARTER 2014 RESULTS NEW YORK, NY – May 8, 2014 – Morgans Hotel Group Co. (NASDAQ: MHGC) (the “Company”) today reported financial results for the quarter ended March 31, 2014. Highlights • Adjusted |
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| May 8, 2014 |
The Yucaipa Companies Ron Burkle Exhibit 1 The Yucaipa Companies Ron Burkle May 7, 2014 Jason Kalisman via e-mail: JTK@talismangi. |
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| May 7, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant o Filed by a Party other than the Registrant x Check the appropriate box: o Preliminary Proxy Statement ¨ Confide |
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| May 6, 2014 |
DEFA14A 1 d722854ddefa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14A-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a party other than the Registrant ¨ Check the appropriate box: ¨ |
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| May 6, 2014 |
DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14A-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ |
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| May 1, 2014 |
- DEFINITIVE ADDITIONAL MATERIALS DEFINITIVE ADDITIONAL MATERIALS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| April 24, 2014 |
Form 8-K 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): April 24, 2014 Morgans Hotel Group Co. (Exact name of registrant as specified in its charter) Delaware 001-33738 16-1736884 (State or other Jurisdiction of Incorporation) (Co |
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| April 24, 2014 |
- DEFINITIVE ADDITIONAL MATERIALS Definitive Additional Materials UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| April 24, 2014 |
AMENDMENT NO. 4 TO THE AMENDED AND RESTATED STOCKHOLDER PROTECTION RIGHTS EX-4.1 Exhibit 4.1 AMENDMENT NO. 4 TO THE AMENDED AND RESTATED STOCKHOLDER PROTECTION RIGHTS AGREEMENT This Amendment No. 4, dated as of April 24, 2014 (this “Amendment”), to the Amended and Restated Stockholder Protection Rights Agreement, dated as of October 1, 2009 and as amended on October 15, 2009, April 21, 2010 and October 3, 2012 (the “Rights Agreement”), between the Morgans Hotel Group Co |
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| April 24, 2014 |
8-A12B/A 1 d718443d8a12ba.htm 8-A12B/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A/A (Amendment No. 6) FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 Morgans Hotel Group Co. (Exact name of registrant as specified in its charter) Delaware 16-1736884 (State of incorporation or organization |
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| April 23, 2014 |
DEFA14A 1 d713923ddefa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14A-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ |
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| April 23, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant o Filed by a Party other than the Registrant x Check the appropriate box: o Preliminary Proxy Statement ¨ Confide |
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| April 23, 2014 |
EX-99.1 Exhibit 99.1 MORGANS HOTEL GROUP FILES INVESTOR PRESENTATION Highlights Value Created for Stockholders, Commitment to Maximize Future Value and Risks Associated with Kerrisdale’s Unqualified Slate and Single Issue Agenda Kerrisdale’s Retention of Sydell Group, a Direct Competitor and Yucaipa Affiliated Entity, is Not Beneficial to Stockholders and Likely Dangerous Board Also Voted to Redee |
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| April 23, 2014 |
Financial Statements and Exhibits, Other Events - FORM 8-K Form 8-K 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): April 23, 2014 Morgans Hotel Group Co. (Exact name of registrant as specified in its charter) Delaware 001-33738 16-1736884 (State or other Jurisdiction of Incorporation) (Co |
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| April 23, 2014 |
- DEFINITIVE ADDITIONAL MATERIALS DEFA14A 1 d714586ddefa14a.htm DEFINITIVE ADDITIONAL MATERIALS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14A-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Chec |
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| April 22, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant o Filed by a Party other than the Registrant x Check the appropriate box: o Preliminary Proxy Statement ¨ Confide |
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| April 22, 2014 |
- EX. 99.1 - INVESTOR PRESENTATION begin 644 ex991dfan14a09892002042114.pdf M)5!$1BTQ+C4-"B6UM;6U#0HQ(#`@;V)J#0H\/"]4>7!E+T-A=&%L;V7!E+U!A9V4O M4&%R96YT(#(@,"!2+U)E7!E+T=R M;W5P+U,O5')A;G-P87)E;F-Y+T-3+T1E=FEC95)'0CX^+U1A8G,O4R]3=')U M8W1087)E;G1S(#`^/@T*96YD;V)J#0HT(#`@;V)J#0H\/"]&:6QT97(O1FQA M=&5$96-O9&4O3&5N9W1H(#$P,C@^/@T*V<7DPW.3$Z&UY-HYX1HW[4"^)R'YK=1M-QD!A7X4@S#;F[%0![$+8$&:6D]O7I MY>11*RT&M41;%W/UQW`RC3`6UY]:*;"82!>V%&C;6H |
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| April 22, 2014 |
DFAN14A 1 dfan14a0989200204222014.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant o Filed by a Party other than the Registrant x Check the appropriate box: o |
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| April 17, 2014 |
DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14A-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ |
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| April 16, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant o Filed by a Party other than the Registrant x Check the appropriate box: o Preliminary Proxy Statement ¨ Confide |
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| April 16, 2014 |
Notice & Proxy Statement Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| April 16, 2014 |
DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14A-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ |
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| April 11, 2014 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: x Preliminary Proxy Statement ¨ Confidential, |
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| April 11, 2014 |
- AMENDMENT NO. 1 TO THE PRELIMINARY PROXY STATEMENT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1 ) Filed by the Registrant o Filed by a Party other than the Registrant x Check the appropriate box: x Preliminary Proxy Statement ¨ Confi |
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| April 11, 2014 |
CORRESP ROPES & GRAY LLP PRUDENTIAL TOWER 800 BOYLSTON STREET BOSTON, MA 02199-3600 WWW. |
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| April 4, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant o Filed by a Party other than the Registrant x Check the appropriate box: x Preliminary Proxy Statement ¨ Confide |
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| April 3, 2014 |
- PRELIMINARY PROXY SUPPLEMENT Preliminary Proxy Supplement Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| April 2, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant o Filed by a Party other than the Registrant x Check the appropriate box: o Preliminary Proxy Statement ¨ Confide |
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| March 19, 2014 |
DEFA14A 1 d695924ddefa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14A-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ |
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| March 13, 2014 |
EX-10.33 2 d658368dex1033.htm EX-10.33 Exhibit 10.33 Loan No: 7253 LOAN AGREEMENT Dated as of February 6, 2014 Among HENRY HUDSON HOLDINGS LLC, 58th STREET BAR COMPANY LLC, HUDSON LEASECO LLC and BEACH HOTEL ASSOCIATES LLC, individually and/or collectively, as the context may require, as Borrower and CITIGROUP GLOBAL MARKETS REALTY CORP. and BANK OF AMERICA, N.A., collectively, as Lender TABLE OF |
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| March 13, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K Form 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| March 13, 2014 |
MORGANS HOTEL GROUP REPORTS FOURTH QUARTER AND FULL YEAR 2013 RESULTS EX-99.1 2 d692816dex991.htm EX-99.1 Exhibit 99.1 Contacts: Investors Richard Szymanski Morgans Hotel Group Co. 212.277.4188 Media Daniel Gagnier/ Nathaniel Garnick Sard Verbinnen & Co 212.687.8080 MORGANS HOTEL GROUP REPORTS FOURTH QUARTER AND FULL YEAR 2013 RESULTS NEW YORK, NY – March 13, 2014 – Morgans Hotel Group Co. (NASDAQ: MHGC) (“MHG” or the “Company”) today reported financial results for |
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| March 13, 2014 |
Exhibit 10.63 FORM OF RSU AGREEMENT (OFFICERS AND EMPLOYEES) MORGANS HOTEL GROUP CO. AMENDED AND RESTATED 2007 OMNIBUS INCENTIVE PLAN RESTRICTED STOCK UNIT AGREEMENT Morgans Hotel Group Co. (the “Company”), hereby grants restricted stock units relating to shares of its common stock (the “Stock”), to the individual named below as the Grantee, subject to the vesting conditions set forth in the attac |
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| March 13, 2014 |
LIMITED RECOURSE GUARANTY (MEZZANINE B LOAN) Exhibit 10.38 Loan No. 7253 LIMITED RECOURSE GUARANTY (MEZZANINE B LOAN) THIS LIMITED RECOURSE GUARANTY (MEZZANINE B LOAN) (?Guaranty?) is made this 6th day of February, 2014, by MORGANS HOTEL GROUP CO., a Delaware corporation (the ?Guarantor?), in favor of CITIGROUP GLOBAL MARKETS REALTY CORP. (?Citi?) and BANK OF AMERICA, N.A. (?BofA?, together with Citi and each of their respective successors, |
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| March 13, 2014 |
Exhibit 10.64 FORM OF STOCK OPTION AGREEMENT (DIRECTORS) Option No.: MORGANS HOTEL GROUP CO. AMENDED AND RESTATED 2007 OMNIBUS INCENTIVE PLAN NON-QUALIFIED STOCK OPTION AGREEMENT Morgan Hotels Group Co., a Delaware corporation (the ?Company?), hereby grants an option to purchase shares of its common stock, $.01 par value, (the ?Stock?) to the optionee named below. Additional terms and conditions o |
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| March 13, 2014 |
Exhibit 10.62 FORM OF RSU AGREEMENT (DIRECTORS) MORGANS HOTEL GROUP CO. AMENDED AND RESTATED 2007 OMNIBUS INCENTIVE PLAN RESTRICTED STOCK UNIT AGREEMENT Morgans Hotel Group Co. (the “Company”), hereby grants restricted stock units relating to shares of its common stock (the “Stock”), to the individual named below as the Grantee, subject to the vesting conditions set forth in the attachment. Additi |
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| March 13, 2014 |
Exhibit 10.66 FORM OF LTIP UNIT VESTING AGREEMENT (DIRECTORS) LTIP UNIT VESTING AGREEMENT UNDER THE MORGANS HOTEL GROUP CO. 2007 OMNIBUS INCENTIVE PLAN Name of Grantee: (“Grantee”) No. of LTIP Units: Grant Date: (the “Grant Date”) Final Acceptance Date: (the “Final Acceptance Date”) Pursuant to the Morgans Hotel Group Co. 2007 Omnibus Incentive Plan (the “Plan”) and the Limited Liability Company A |
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| March 13, 2014 |
Exhibit 10.41 NOTE REPURCHASE AGREEMENT This Note Repurchase Agreement (this “Agreement”) is entered into as of February 28, 2014 by and among Morgans Hotel Group Co., a Delaware corporation (the “Company”), and each of the holders indicated on the signature pages hereof (each a “Holder”, and collectively the “Holders”). RECITALS: WHEREAS, the Holders own beneficial ownership interests (the “Benef |
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| March 13, 2014 |
Morgans Hotel Group Co. 475 Tenth Avenue New York, NY 10018 Exhibit 10.39 Morgans Hotel Group Co. 475 Tenth Avenue New York, NY 10018 February 9, 2014 PERSONAL AND CONFIDENTIAL Jonathan Langer Dear Jonathan: Pursuant to our recent discussions, I am pleased to confirm the arrangements under which you will be engaged by Morgans Hotel Group Co. (the “Company”) as an advisor. 1. Scope of Services You have provided the Company with financial and strategic advic |
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| March 13, 2014 |
EX-21.1 Exhibit 21.1 LIST OF SUBSIDIARIES Morgans Group LLC Morgans Hotel Group Co. Morgans Hotel Group Management LLC 1100 West Holdings II, LLC 1100 West Holdings LLC 1100 West Properties LLC 43rd Restaurant LLC 495 ABC License LLC 495 Geary LLC 58th Street Bar Company LLC Bare Pool Management, LLC Beach Hotel Associates LLC Bella Lounge, LLC BNC Entertainment, LLC Cape Soho Hotel, LLC CBL Manag |
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| March 13, 2014 |
MORGAN HOTELS GROUP CO. 2007 OMNIBUS INCENTIVE PLAN INCENTIVE STOCK OPTION AGREEMENT EX-10.65 14 d658368dex1065.htm EX-10.65 Exhibit 10.65 FORM OF STOCK OPTION AGREEMENT Option No.: MORGAN HOTELS GROUP CO. 2007 OMNIBUS INCENTIVE PLAN INCENTIVE STOCK OPTION AGREEMENT Morgan Hotels Group Co., a Delaware corporation (the “Company”), hereby grants an option to purchase shares of its common stock, $.01 par value, (the “Stock”) to the optionee named below. Additional terms and condition |
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| March 13, 2014 |
EX-10.37 6 d658368dex1037.htm EX-10.37 Exhibit 10.37 Loan No: 7253 MEZZANINE B LOAN AGREEMENT Dated as of February 6, 2014 Among HUDSON DELANO JUNIOR MEZZ LLC, as Borrower and CITIGROUP GLOBAL MARKETS REALTY CORP. and BANK OF AMERICA, N.A., collectively, as Lender TABLE OF CONTENTS ARTICLE 1 DEFINITIONS; PRINCIPLES OF CONSTRUCTION 2 Section 1.1. Definitions 2 Section 1.2. Principles of Constructio |
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| March 13, 2014 |
Exhibit 10.34 Loan No. 7253 LIMITED RECOURSE GUARANTY THIS LIMITED RECOURSE GUARANTY (?Guaranty?) is made this 6th day of February, 2014, by MORGANS HOTEL GROUP CO., a Delaware corporation (the ?Guarantor?), in favor of CITIGROUP GLOBAL MARKETS REALTY CORP. (?Citi?) and BANK OF AMERICA, N.A. (?BofA?, together with Citi and each of their respective successors, transferees and assigns, collectively, |
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| March 13, 2014 |
EX-10.35 4 d658368dex1035.htm EX-10.35 Exhibit 10.35 Loan No: 7253 MEZZANINE A LOAN AGREEMENT Dated as of February 6, 2014 Among HUDSON DELANO SENIOR MEZZ LLC, as Borrower and CITIGROUP GLOBAL MARKETS REALTY CORP. and BANK OF AMERICA, N.A., collectively, as Lender TABLE OF CONTENTS ARTICLE 1 DEFINITIONS; PRINCIPLES OF CONSTRUCTION 2 Section 1.1. Definitions 2 Section 1.2. Principles of Constructio |
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| March 13, 2014 |
LIMITED RECOURSE GUARANTY (MEZZANINE A LOAN) Exhibit 10.36 Loan No. 7253 LIMITED RECOURSE GUARANTY (MEZZANINE A LOAN) THIS LIMITED RECOURSE GUARANTY (MEZZANINE A LOAN) (?Guaranty?) is made this 6th day of February, 2014, by MORGANS HOTEL GROUP CO., a Delaware corporation (the ?Guarantor?), in favor of CITIGROUP GLOBAL MARKETS REALTY CORP. (?Citi?) and BANK OF AMERICA, N.A. (?BofA?, together with Citi and each of their respective successors, |
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| March 13, 2014 |
Exhibit 10.40 IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE OTK ASSOCIATES, LLC, directly on its own behalf and derivatively on behalf of MORGANS HOTEL GROUP CO., ) ) ) Plaintiff, ) ) v. ) C.A. No. 8447-VCL ) ROBERT FRIEDMAN; THOMAS L. HARRISON; MICHAEL D. MALONE; RONALD W. BURKLE; JEFFREY M. GAULT; ANDREW SASSON, YUCAIPA AMERICAN ALLIANCE FUND II, L.P., a Delaware Limited Partnership; YUCAIPA |
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| March 13, 2014 |
Exhibit 10.67 FORM OF LTIP UNIT VESTING AGREEMENT LTIP UNIT VESTING AGREEMENT UNDER THE MORGANS HOTEL GROUP CO. AMENDED AND RESTATED 2007 OMNIBUS INCENTIVE PLAN Name of Grantee: (“Grantee”) No. of LTIP Units: Grant Date: (the “Grant Date”) Final Acceptance Date: (the “Final Acceptance Date”) Pursuant to the Morgans Hotel Group Co. Amended and Restated 2007 Omnibus Incentive Plan (the “Plan”) of Mo |
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| March 13, 2014 |
Financial Statements and Exhibits, Results of Operations and Financial Condition Form 8-K 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): March 13, 2014 Morgans Hotel Group Co. (Exact name of registrant as specified in its charter) Delaware 001-33738 16-1736884 (State or other Jurisdiction of Incorporation) (Co |
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| March 12, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant o Filed by a Party other than the Registrant x Check the appropriate box: o Preliminary Proxy Statement ¨ Confide |
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| March 11, 2014 |
8-K 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): March 10, 2014 Morgans Hotel Group Co. (Exact name of registrant as specified in its charter) Delaware 001-33738 16-1736884 (State or other Jurisdiction of Incorporation) (Commiss |
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| March 7, 2014 |
Exhibit 1 NOTE REPURCHASE AGREEMENT This Note Repurchase Agreement (this “Agreement”) is entered into as of February 28, 2014 by and among Morgans Hotel Group Co. |
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| March 7, 2014 |
MHGC / Morgans Hotel Group Co. / BURKLE RONALD W - SC 13D/A Activist Investment CUSIP No. 61748W108 SCHEDULE 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 13)* MORGANS HOTEL GROUP CO. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 61748W108 (CUSIP Number) Robert P. Bermingham The Yucaipa Companies LLC 9130 W. Sunset Boulevard Los Ang |
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| March 3, 2014 |
Entry into a Material Definitive Agreement 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): February 28, 2014 Morgans Hotel Group Co. (Exact name of registrant as specified in its charter) Delaware 001-33738 16-1736884 (State or other Jurisdiction of Incorporation) (Commissi |
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| February 14, 2014 |
MHGC / Morgans Hotel Group Co. / Long Pond Capital, LP - SC 13G/A Passive Investment SC 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A (Rule 13d-102) (Amendment No. |
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| February 10, 2014 |
FORM 8-K 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): February 6, 2014 Morgans Hotel Group Co. (Exact name of registrant as specified in its charter) Delaware 001-33738 16-1736884 (State or other Jurisdiction of Incorporation) ( |
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| January 17, 2014 |
EX-2 Exhibit 2 TRANSACTIONS The following table sets forth all transactions with respect to Shares effected in the last sixty days by the Reporting Persons on behalf of the Reporting Persons in respect of the Shares, inclusive of any transactions effected through 4:00 p. |
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| January 17, 2014 |
MHGC / Morgans Hotel Group Co. / 40 North Management LLC - SC 13D/A Activist Investment SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Amendment No. 1)* Under the Securities Exchange Act of 1934 MORGANS HOTEL GROUP CO. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 61748W108 (CUSIP Number) David S. Winter 40 North Management LLC 9 West 57th Street, 30th Floor New York, New York 10019 (212) 821-16 |
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| December 6, 2013 |
Financial Statements and Exhibits, Other Events 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): December 6, 2013 Morgans Hotel Group Co. (Exact name of registrant as specified in its charter) Delaware 001-33738 16-1736884 (State or other Jurisdiction of Incorporation) (Commissio |
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| December 6, 2013 |
EX-99.1 Exhibit 99.1 DELAWARE COURT OF CHANCERY SETS DATE FOR HEARING ON UNOPPOSED MOTION TO DISMISS CLAIMS AGAINST MICHAEL J. GROSS IN MORGANS HOTEL GROUP CO. STOCKHOLDER DERIVATIVE ACTION New York, NY – December 6, 2013 – Morgans Hotel Group Co. (NASDAQ: MHGC)(the “Company”) today announced that pursuant to Orders entered by the Delaware Court of Chancery on December 3 and December 6, 2013 in th |
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| November 7, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| November 6, 2013 |
Financial Statements and Exhibits, Results of Operations and Financial Condition - FORM 8-K FORM 8-K 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): November 6, 2013 Morgans Hotel Group Co. (Exact name of registrant as specified in its charter) Delaware 001-33738 16-1736884 (State or other Jurisdiction of Incorporation) ( |
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| November 6, 2013 |
MORGANS HOTEL GROUP REPORTS THIRD QUARTER 2013 RESULTS Exhibit 99.1 Contacts: Investors Richard Szymanski Morgans Hotel Group Co. 212.277.4188 Media Daniel Gagnier/ Nathaniel Garnick Sard Verbinnen & Co 212.687.8080 MORGANS HOTEL GROUP REPORTS THIRD QUARTER 2013 RESULTS NEW YORK, NY – November 6, 2013 – Morgans Hotel Group Co. (NASDAQ: MHGC) (“MHG” or the “Company”) today reported financial results for the quarter ended September 30, 2013. Highlights |
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| November 4, 2013 |
Financial Statements and Exhibits, Other Events - FORM 8-K Form 8-K 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): November 1, 2013 Morgans Hotel Group Co. (Exact name of registrant as specified in its charter) Delaware 001-33738 16-1736884 (State or other Jurisdiction of Incorporation) ( |
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| November 4, 2013 |
MORGANS HOTEL GROUP CONFIRMS UNSOLICITED PROPOSAL FROM THE YUCAIPA COMPANIES EX-99.1 2 d622721dex991.htm EX-99.1 Exhibit 99.1 MORGANS HOTEL GROUP CONFIRMS UNSOLICITED PROPOSAL FROM THE YUCAIPA COMPANIES NEW YORK, November 1, 2013 — Morgans Hotel Group Co. (NASDAQ: MHGC) (“Morgans Hotel Group” or the “Company”) today confirmed that it has received a letter from The Yucaipa Companies, LLC, (“Yucaipa”) containing an unsolicited and conditional proposal to acquire Morgans Hote |
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| November 1, 2013 |
MHGC / Morgans Hotel Group Co. / BURKLE RONALD W - SC 13D/A Activist Investment CUSIP No. 61748W108 SCHEDULE 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 12)* MORGANS HOTEL GROUP CO. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 61748W108 (CUSIP Number) Robert P. Bermingham The Yucaipa Companies LLC 9130 W. Sunset Boulevard Los Ang |
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| November 1, 2013 |
EX-1 2 a13-233921ex1.htm EX-1 Exhibit 1 The Yucaipa Companies October 31, 2013 Morgans Hotel Group Co. via e-mail: [email protected] 475 Tenth Avenue New York, New York 10018 Board of Directors: We remain concerned about Morgans Hotel Group Co.’s lack of strategic direction and inability to unlock value for its shareholders. We agree with Kerrisdale Capital that it’s in the best in |
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| October 16, 2013 |
MHGC / Morgans Hotel Group Co. / BURKLE RONALD W - SC 13D/A Activist Investment CUSIP No. 61748W108 SCHEDULE 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 11)* MORGANS HOTEL GROUP CO. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 61748W108 (CUSIP Number) Robert P. Bermingham The Yucaipa Companies LLC 9130 W. Sunset Boulevard Los Ang |
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| October 16, 2013 |
The Yucaipa Companies Ron Burkle Exhibit 1 The Yucaipa Companies Ron Burkle October 15, 2013 Board of Directors Morgans Hotel Group Co. |
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| October 9, 2013 |
Amendment No. 5 to Schedule 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 5)* MORGANS HOTEL GROUP CO. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 61748W108 (CUSIP Number) Steven B. Kauff NorthStar Capital Investment Corp. 399 Park Avenue, 18th Floor New Yo |
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| October 3, 2013 |
Unregistered Sales of Equity Securities - FORM 8-K Form 8-K 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): October 3, 2013 Morgans Hotel Group Co. (Exact name of registrant as specified in its charter) Delaware 001-33738 16-1736884 (State or other Jurisdiction of Incorporation) (C |
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| October 2, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K/A Amendment No. 2 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K/A Amendment No. 2 (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2012 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-33 |
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| October 1, 2013 |
FORM 8-K 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 30, 2013 Morgans Hotel Group Co. (Exact name of registrant as specified in its charter) Delaware 001-33738 16-1736884 (State or other Jurisdiction of Incorporation) |
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| September 27, 2013 |
Unregistered Sales of Equity Securities 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 27, 2013 Morgans Hotel Group Co. (Exact name of registrant as specified in its charter) Delaware 001-33738 16-1736884 (State or other Jurisdiction of Incorporation) (Commiss |
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| September 25, 2013 |
954,065 Shares Morgans Hotel Group Co. Common Stock Prospectus Supplement Table of Contents Filed Pursuant to Rule 424(b)(7) Registration No. |
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| September 23, 2013 |
MHGC / Morgans Hotel Group Co. / 40 North Management LLC - SC 13D Activist Investment SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Amendment No. )* Under the Securities Exchange Act of 1934 MORGANS HOTEL GROUP CO. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 61748W108 (CUSIP Number) David S. Winter 40 North Management LLC 9 West 57th Street, 30th Floor New York, New York 10019 (212) 821-1600 |
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| September 23, 2013 |
AGREEMENT JOINT FILING OF SCHEDULE 13D EX-99.1 2 d598915dex991.htm EX-1 Exhibit 1 AGREEMENT JOINT FILING OF SCHEDULE 13D The undersigned hereby agree to jointly prepare and file with regulatory authorities this Schedule 13D and any future amendments thereto reporting each of the undersigned’s ownership of securities of Morgans Hotel Group Co., and hereby affirm that such Schedule 13D is being filed on behalf of each of the undersigned |
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| September 23, 2013 |
EX-99.2 3 d598915dex992.htm EX-2 Exhibit 2 TRANSACTIONS The following table sets forth all transactions with respect to Shares effected in the last sixty days by the Reporting Persons on behalf of the Reporting Persons in respect of the Shares, inclusive of any transactions effected through 4:00 p.m., New York City time, on September 20, 2013. All such transactions were purchases or sales of Share |
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| September 5, 2013 |
DFAN14A SCHEDULE 14A Consent Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. |
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| September 4, 2013 |
Exhibit 4.3 MORGANS HOTEL GROUP CO. as Primary Obligor and [NAME OF TRUSTEE] as Trustee INDENTURE Dated as of , 20 Subordinated Debt Securities TABLE OF CONTENTS Page ARTICLE ONE DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION 1 SECTION 101. Definitions 1 Act 2 Additional Amounts 2 Affiliate 2 Authenticating Agent 2 Authorized Newspaper 2 Bankruptcy Law 2 Board of Directors 2 Board Resolut |
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| September 4, 2013 |
EX-4.2 Exhibit 4.2 MORGANS HOTEL GROUP CO. as Primary Obligor and [NAME OF TRUSTEE] as Trustee INDENTURE Dated as of , 20 Senior Debt Securities TABLE OF CONTENTS Page ARTICLE ONE DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION 1 SECTION 101. Definitions 1 Act 2 Additional Amounts 2 Affiliate 2 Authenticating Agent 2 Authorized Newspaper 2 Bankruptcy Law 2 Board of Directors 2 Board Resolu |
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| September 4, 2013 |
EX-12.1 Exhibit 12.1 Ratio of Earnings to Fixed Charges Six Months Ended June 30, Year Ended December 31, 2013 2012 2011 2010 2009 2008 (in thousands) Fixed Charges: Interest expensed, including amortization of deferring financing costs $ 22,851 $ 38,998 $ 35,533 $ 42,536 $ 50,604 $ 47,535 Interest capitalized 209 — — — 173 1,062 Preferred security dividends accrued, pre-tax 3,902 7,439 6,845 6,12 |
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| September 4, 2013 |
Form S-3 Table of Contents As filed with the Securities and Exchange Commission on September 4, 2013 Registration No. |
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| September 3, 2013 |
MHGC / Morgans Hotel Group Co. / BURKLE RONALD W - SC 13D/A Activist Investment CUSIP No. 61748W108 SCHEDULE 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 10)* MORGANS HOTEL GROUP CO. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 61748W108 (CUSIP Number) Robert P. Bermingham The Yucaipa Companies LLC 9130 W. Sunset Boulevard Los Ang |
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| September 3, 2013 |
The Yucaipa Companies Ron Burkle Exhibit 1 The Yucaipa Companies Ron Burkle August 30, 2013 Jason Kalisman via e-mail: JTK@talismangi. |
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| September 3, 2013 |
Form 8-K 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): August 30, 2013 Morgans Hotel Group Co. (Exact name of registrant as specified in its charter) Delaware 001-33738 16-1736884 (State or other Jurisdiction of Incorporation) (C |
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| September 3, 2013 |
MORGANS HOTEL GROUP CO. 475 Tenth Avenue New York, New York EX-10.1 2 d591187dex101.htm EX-10.1 Exhibit 10.1 MORGANS HOTEL GROUP CO. 475 Tenth Avenue New York, New York August 30, 2013 Michael Gross 49 Murray Street New York, New York 10007 Dear Michael: As we have discussed and mutually agreed, your employment with Morgans Hotel Group Co. (the “Company”) will end, effective as of August 30, 2013 (the “Separation Date”). The purpose of this letter agreemen |
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| August 6, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: June 30, 2013 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 0 |
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| August 5, 2013 |
Financial Statements and Exhibits, Results of Operations and Financial Condition - FORM 8-K Form 8-K 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): August 5, 2013 Morgans Hotel Group Co. (Exact name of registrant as specified in its charter) Delaware 001-33738 16-1736884 (State or other Jurisdiction of Incorporation) (Co |
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| August 5, 2013 |
MORGANS HOTEL GROUP REPORTS SECOND QUARTER 2013 RESULTS Exhibit 99.1 Contacts: Investors Richard Szymanski Morgans Hotel Group Co. 212.277.4188 Media Daniel Gagnier/ Nathaniel Garnick Sard Verbinnen & Co 212.687.8080 MORGANS HOTEL GROUP REPORTS SECOND QUARTER 2013 RESULTS NEW YORK, NY – August 5, 2013 – Morgans Hotel Group Co. (NASDAQ: MHGC) (“MHG” or the “Company”) today reported financial results for the quarter ended June 30, 2013. Highlights • Adju |
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| July 3, 2013 |
Exhibit 3 Shareholder Sues Dissident Nominees To Morgans Hotel Group Board And Morgans Shareholder OTK Associates LOS ANGELES, July 1, 2013 — Ron Burkle today filed suit against the dissident nominees to the board of directors of Morgans Hotel Group Co. |
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| July 3, 2013 |
MHGC / Morgans Hotel Group Co. / BURKLE RONALD W - SC 13D/A Activist Investment CUSIP No. 61748W108 SCHEDULE 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 9)* MORGANS HOTEL GROUP CO. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 61748W108 (CUSIP Number) Robert P. Bermingham The Yucaipa Companies LLC 9130 W. Sunset Boulevard Los Ange |
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| July 3, 2013 |
Exhibit 1 YUCAIPA AMERICAN ALLIANCE FUND II, L.P. YUCAIPA AMERICAN ALLIANCE (PARALLEL) FUND II, L.P. YUCAIPA AGGREGATOR HOLDINGS, LLC 9130 W. Sunset Boulevard Los Angeles, California 90069 June 27, 2013 VIA HAND DELIVERY Morgans Hotel Group Co. 475 10th Avenue, 11th Floor New York, NY 10018 Attn: David W. Smail E-mail: [email protected] Re: Termination Notice Ladies and Gentlemen: |
