|
[X]
|
Rule 13d-1(b)
|
|
[ ]
|
Rule 13d-1(c)
|
|
[ ]
|
Rule 13d-1(d)
|
|
CUSIP NO. 86272T304, 86272T403, 86272T502
|
Page 2 of 11 Pages
|
|
1.
|
Names of Reporting Persons
|
|
2.
|
Check the Appropriate Box If a Member of a Group (See Instructions)
|
|
a.
|
[ ]
|
|
b.
|
[X]
|
|
3.
|
SEC Use Only
|
|
4.
|
Citizenship or Place of Organization
|
|
5.
|
Sole Voting Power
|
|
|
Number of
Shares
|
0
|
|
|
Beneficially
Owned By
Each
|
6.
|
Shared Voting Power
1,152,066
|
|
Reporting
Person
With
|
7.
|
Sole Dispositive Power
0
|
|
8.
|
Shared Dispositive Power
|
|
|
1,152,066
|
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
|
|
10.
|
Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
|
|
11.
|
Percent of Class Represented By Amount in Row (9)
|
|
12.
|
Type of Reporting Person (See Instructions)
|
|
CUSIP NO. 86272T304, 86272T403, 86272T502
|
Page 3 of 11 Pages
|
|
1.
|
Names of Reporting Persons
|
|
2.
|
Check the Appropriate Box If a Member of a Group (See Instructions)
|
|
a.
|
[ ]
|
|
b.
|
[X]
|
|
3.
|
SEC Use Only
|
|
4.
|
Citizenship or Place of Organization
|
|
5.
|
Sole Voting Power
|
|
|
Number of
Shares
|
0
|
|
|
Beneficially
Owned By
Each
|
6.
|
Shared Voting Power
1,152,066
|
|
Reporting
Person
With
|
7.
|
Sole Dispositive Power
0
|
|
8.
|
Shared Dispositive Power
|
|
|
1,152,066
|
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
|
|
10.
|
Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
|
|
11.
|
Percent of Class Represented By Amount in Row (9)
|
|
12.
|
Type of Reporting Person (See Instructions)
|
|
CUSIP NO. 86272T304, 86272T403, 86272T502
|
Page 4 of 11 Pages
|
|
1.
|
Names of Reporting Persons
|
|
2.
|
Check the Appropriate Box If a Member of a Group (See Instructions)
|
|
a.
|
[ ]
|
|
b.
|
[X]
|
|
3.
|
SEC Use Only
|
|
4.
|
Citizenship or Place of Organization
|
|
5.
|
Sole Voting Power
|
|
|
Number of
Shares
|
0
|
|
|
Beneficially
Owned By
Each
|
6.
|
Shared Voting Power
337,139
|
|
Reporting
Person
With
|
7.
|
Sole Dispositive Power
0
|
|
8.
|
Shared Dispositive Power
|
|
|
337,139
|
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
|
|
10.
|
Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
|
|
11.
|
Percent of Class Represented By Amount in Row (9)
|
|
12.
|
Type of Reporting Person (See Instructions)
|
|
CUSIP NO. 86272T304, 86272T403, 86272T502
|
Page 5 of 11 Pages
|
|
1.
|
Names of Reporting Persons
|
|
2.
|
Check the Appropriate Box If a Member of a Group (See Instructions)
|
|
a.
|
[ ]
|
|
b.
|
[X]
|
|
3.
|
SEC Use Only
|
|
4.
|
Citizenship or Place of Organization
|
|
5.
|
Sole Voting Power
|
|
|
Number of
Shares
|
0
|
|
|
Beneficially
Owned By
Each
|
6.
|
Shared Voting Power
708,498
|
|
Reporting
Person
With
|
7.
|
Sole Dispositive Power
0
|
|
8.
|
Shared Dispositive Power
|
|
|
708,498
|
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
|
|
10.
|
Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
|
|
11.
|
Percent of Class Represented By Amount in Row (9)
|
|
12.
|
Type of Reporting Person (See Instructions)
|
|
CUSIP NO. 86272T304, 86272T403, 86272T502
|
Page 6 of 11 Pages
|
|
Item 1(a).
|
Name of Issuer:
|
|
Strategic Hotels & Resorts, Inc. (the "Issuer").
|
|
|
Item 1(b).
|
Address of the Issuer's Principal Executive Offices:
|
|
200 West Madison Street, Suite 1700
|
|
|
Chicago, Illinois 60606
|
|
|
Item 2(a).
|
Name of Person Filing
|
|
The Statement is filed on behalf of each of the following persons (collectively, the “Reporting Persons”):
|
|
i)
|
Mariner Investment Group, LLC (“Mariner”);
|
|
ii)
|
Caspian Capital LP (“Caspian Capital”);
|
|
iii)
|
Caspian Capital Advisors, LLC (“Caspian Advisors”); and
|
|
iv)
|
Caspian Credit Advisors, LLC (“Caspian Credit”).
|
|
This statement relates to Shares (as defined below) held for the accounts of Caspian Capital Partners, L.P., Mariner LDC, Caspian Select Credit Master Fund, Ltd., and Caspian Solitude Master Fund, L.P. (collectively, the “Accounts”). Mariner serves as the investment advisor for the Accounts. In connection with a re-organization, Mariner entered into a sub-advisory agreement and managed account agreement with Caspian Capital, an entity controlled by Adam Cohen, David Corleto, and Mark Weissman (the “Principals”), pursuant to which Caspian Capital will provide investment advisory services in respect of certain portfolios, including the Accounts. Caspian Advisors is the general partner of Caspian Capital Partners, L.P. and Caspian Credit is the general partner of an affiliate of Caspian Select Credit Master Fund, Ltd. and of Caspian Solitude Master Fund, L.P.
|
|
Item 2(b).
|
Address of Principal Business Office or, if None, Residence:
|
|
The address of the principal business office of each of Caspian Capital, Caspian Advisors and Caspian Credit is 767 Fifth Avenue, New York, New York 10153. The address of the principal business office of Mariner is 500 Mamaroneck Avenue, Suite 101, Harrison, New York 10528.
|
|
Item 2(c).
|
Citizenship:
|
|
i)
|
Mariner is a Delaware limited liability company;
|
|
ii)
|
Caspian Capital is a Delaware limited partnership;
|
|
iii)
|
Caspian Advisors is a New York limited liability company; and
|
|
iv)
|
Caspian Credit is a Delaware limited liability company.
|
|
Item 2(d).
|
Title of Class of Securities:
|
|
Series A Cumulative Redeemable Preferred Stock, par value $0.01 per share (“Series A Shares”).
|
|
|
Series B Cumulative Redeemable Preferred Stock, par value $0.01 per share (“Series B Shares”).
|
|
|
Series C Cumulative Redeemable Preferred Stock, par value $0.01 per share (“Series C Shares”, and together with Series A Shares and Series B Shares, the “Shares”).
|
|
|
Item 2(e).
|
CUSIP Number:
|
|
Series A: 86272T304
|
|
|
Series B: 86272T403
|
|
|
Series C: 86272T502
|
|
CUSIP NO. 86272T304, 86272T403, 86272T502
|
Page 7 of 11 Pages
|
|
Item 3.
|
If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:
|
|
Mariner is an investment adviser registered under Section 203 of the Investment Advisers Act of 1940.
|
|
|
Item 4.
|
Ownership:
|
|
Item 4(a).
|
Amount Beneficially Owned:
|
|
As of the date hereof, each of the Reporting Persons may be deemed to be the beneficial owner of the following number of Shares:
|
|
|
(i) Each of Mariner and Caspian Capital may be deemed the beneficial owner of 1,152,066 Shares. This number consists of (1) 106,429 Shares held for the account of Mariner LDC, which consists of 46,313 Series A Shares, 18,468 Series B Shares and 41,648 Series C Shares, (2) 337,139 Shares held for the account of Caspian Capital Partners, L.P., which consists of 146,106 Series A Shares, 58,529 Series B Shares and 132,504 Series C Shares, (3) 606,005 Shares held for the account of Caspian Select Credit Master Fund, Ltd., which consists of 263,018 Series A Shares, 104,874 Series B Shares and 238,113 Series C Shares, and (4) 102,493 Shares held for the account of Caspian Solitude Master Fund, L.P., which consists of 101,700 Series A Shares, 629 Series B Shares and 164 Series C Shares.
|
|
|
(ii) Caspian Advisors may be deemed the beneficial owner of 337,139 Shares, which consists of 146,106 Series A Shares, 58,529 Series B Shares and 132,504 Series C Shares. This number consists of 337,139 Shares held for the account of Caspian Capital Partners, L.P.
|
|
|
(iii) Caspian Credit may be deemed the beneficial owner of 708,498 Shares, which consists of 364,718 Series A Shares, 105,503 Series B Shares and 238,277 Series C Shares. This number consists of (1) 606,005 Shares held for the account of Caspian Select Credit Master Fund, Ltd. and (2) 102,493 Shares held for the account Caspian Solitude Master Fund, L.P.
|
|
|
Item 4(b).
|
Percent of Class:
|
|
(i) The number of Shares of which each of Mariner and Caspian Capital may be deemed to be the beneficial owner constitutes approximately 7.76% of the total number of Shares outstanding (based upon information provided by the Issuer in its most recent quarterly report on Form 10-Q filed on November 4, 2010, there were 14,838,750 Shares outstanding).
|
|
|
(ii) The number of Shares of which Caspian Advisors may be deemed to be the beneficial owner constitutes approximately 2.27% of the total number of Shares outstanding.
|
|
|
(iii) The number of Shares of which Caspian Credit may be deemed to be the beneficial owner constitutes approximately 4.77% of the total number of Shares outstanding.
|
|
|
Item 4(c).
|
Number of shares as to which such person has:
|
|
Mariner
|
|||
|
(i)
|
Sole power to vote or direct the vote
|
0
|
|
|
(ii)
|
Shared power to vote or to direct the vote
|
1,152,066
|
|
|
(iii)
|
Sole power to dispose or to direct the disposition of
|
0
|
|
|
(iv)
|
Shared power to dispose or to direct the disposition of
|
1,152,066
|
|
|
Caspian Capital
|
|||
|
(i)
|
Sole power to vote or direct the vote
|
0
|
|
|
(ii)
|
Shared power to vote or to direct the vote
|
1,152,066
|
|
|
(iii)
|
Sole power to dispose or to direct the disposition of
|
0
|
|
|
(iv)
|
Shared power to dispose or to direct the disposition of
|
1,152,066
|
|
|
Caspian Advisors
|
|||
|
(i)
|
Sole power to vote or direct the vote
|
0
|
|
|
(ii)
|
Shared power to vote or to direct the vote
|
337,139
|
|
|
(iii)
|
Sole power to dispose or to direct the disposition of
|
0
|
|
|
(iv)
|
Shared power to dispose or to direct the disposition of
|
337,139
|
|
|
Caspian Credit
|
|||
|
(i)
|
Sole power to vote or direct the vote
|
0
|
|
|
(ii)
|
Shared power to vote or to direct the vote
|
708,498
|
|
|
(iii)
|
Sole power to dispose or to direct the disposition of
|
0
|
|
|
(iv)
|
Shared power to dispose or to direct the disposition of
|
708,498
|
|
|
CUSIP NO. 86272T304, 86272T403, 86272T502
|
Page 8 of 11 Pages
|
|
Item 5.
|
Ownership of Five Percent or Less of a Class:
|
|
This Item 5 is not applicable.
|
|
|
Item 6.
|
Ownership of More than Five Percent on Behalf of Another Person:
|
|
The Principals of Caspian Capital, Caspian Advisors and Caspian Credit are entitled to receive, or have the power to direct, the receipt of dividends from or the proceeds of sales of the Shares held for the accounts of Caspian Capital, Caspian Advisors and Caspian Credit in accordance with their ownership interests in Caspian Capital, Caspian Advisors and Caspian Credit.
|
|
|
Item 7.
|
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company:
|
|
This Item 7 is not applicable.
|
|
|
Item 8.
|
Identification and Classification of Members of the Group:
|
|
This Item 8 is not applicable.
|
|
|
Item 9.
|
Notice of Dissolution of Group:
|
|
This Item 9 is not applicable.
|
|
|
Item 10.
|
Certification:
|
|
By signing below each of the Reporting Persons certifies that, to the best of such person's knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having such purpose or effect.
|
|
CUSIP NO. 86272T304, 86272T403, 86272T502
|
Page 9 of 11 Pages
|
|
Date: February 11, 2011
|
MARINER INVESTMENT GROUP, LLC
|
|
By: /s/ Charles R. Howe II
|
|
|
Name: Charles R. Howe II
|
|
|
Title: President
|
|
Date: February 11, 2011
|
CASPIAN CAPITAL LP
|
|
By: /s/ Richard D. Holahan, Jr.
|
|
|
Name: Richard D. Holahan, Jr.
|
|
|
Title: Authorized Signatory
|
|
|
Date: February 11, 2011
|
CASPIAN CAPITAL ADVISORS, LLC
|
|
By: /s/ Richard D. Holahan, Jr.
|
|
|
Name: Richard D. Holahan, Jr.
|
|
|
Title: Authorized Signatory
|
|
|
Date: February 11, 2011
|
CASPIAN CREDIT ADVISORS, LLC
|
|
By: /s/ Richard D. Holahan, Jr.
|
|
|
Name: Richard D. Holahan, Jr.
|
|
|
Title: Authorized Signatory
|
|
|
CUSIP NO. 86272T304, 86272T403, 86272T502
|
Page 10 of 11 Pages
|
|
A.
|
Joint Filing Agreement, dated as of February 11, 2011, by and among Mariner Investment Group, LLC, Caspian Capital LP, Caspian Capital Advisors, LLC and Caspian Credit Advisors, LLC
|
11
|
|
CUSIP NO. 86272T304, 86272T403, 86272T502
|
Page 11 of 11 Pages
|
|
Date: February 11, 2011
|
MARINER INVESTMENT GROUP, LLC
|
|
By: /s/ Charles R. Howe II
|
|
|
Name: Charles R. Howe II
|
|
|
Title: President
|
|
Date: February 11, 2011
|
CASPIAN CAPITAL LP
|
|
By: /s/ Richard D. Holahan, Jr.
|
|
|
Name: Richard D. Holahan, Jr.
|
|
|
Title: Authorized Signatory
|
|
|
Date: February 11, 2011
|
CASPIAN CAPITAL ADVISORS, LLC
|
|
By: /s/ Richard D. Holahan, Jr.
|
|
|
Name: Richard D. Holahan, Jr.
|
|
|
Title: Authorized Signatory
|
|
|
Date: February 11, 2011
|
CASPIAN CREDIT ADVISORS, LLC
|
|
By: /s/ Richard D. Holahan, Jr.
|
|
|
Name: Richard D. Holahan, Jr.
|
|
|
Title: Authorized Signatory
|
|