SECURITIES EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------------------------------------
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)
Strategic Hotel Capital, Inc.
---------------------
(Name of Issuer)
Common Stock, par value $.01 per share
---------------------------
(Title of Class of Securities)
86272T106
---------------------
(CUSIP Number)
Andrea Louro DeMar
The Goldman Sachs Group, Inc.
85 Broad Street
New York, New York 10004
Telephone: (212) 902-1000
--------------------
(Name, Address and Telephone Number of Persons Authorized to
Receive Notices and Communications)
January 24, 2006
--------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition that is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box [ ].
(Continued on following pages)
---------------------
CUSIP NO. 86272T106 13D
---------------------
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1. NAMES OF REPORTING PERSONS: WHSHC, L.L.C.
--------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
--------------------------------------------------------------------------------
3. SEC USE ONLY
--------------------------------------------------------------------------------
4. SOURCE OF FUNDS: OO
--------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED [ ]
PURSUANT TO ITEM 2(d) OR 2(e)
--------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware
--------------------------------------------------------------------------------
7. SOLE VOTING POWER:
NUMBER OF 0 Shares
SHARES ---------------------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER:
OWNED BY 3,710,112 Shares
REPORTING ---------------------------------------------------------------
PERSON 9. SOLE DISPOSITIVE POWER:
WITH 0 Shares
---------------------------------------------------------------
10. SHARED DISPOSITIVE POWER:
3,710,112 Shares
--------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING 3,710,112
PERSON
--------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN [ ]
SHARES
--------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.3%
--------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON: OO
---------------------
CUSIP NO. 86272T106 13D
---------------------
--------------------------------------------------------------------------------
1. NAMES OF REPORTING PERSONS: Whitehall Street Real Estate Limited
Partnership VII
--------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
--------------------------------------------------------------------------------
3. SEC USE ONLY
--------------------------------------------------------------------------------
4. SOURCE OF FUNDS: AF
--------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED [ ]
PURSUANT TO ITEM 2(d) OR 2(e)
--------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware
--------------------------------------------------------------------------------
7. SOLE VOTING POWER:
NUMBER OF 0 Shares
SHARES ---------------------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER:
OWNED BY 3,710,112 Shares
REPORTING ---------------------------------------------------------------
PERSON 9. SOLE DISPOSITIVE POWER:
WITH 0 Shares
---------------------------------------------------------------
10. SHARED DISPOSITIVE POWER:
3,710,112 Shares
--------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING 3,710,112
PERSON
--------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN [ ]
SHARES
--------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.3%
--------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON: PN
---------------------
CUSIP NO. 86272T106 13D
---------------------
--------------------------------------------------------------------------------
1. NAMES OF REPORTING PERSONS: WH Advisors, L.L.C. VII
--------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
--------------------------------------------------------------------------------
3. SEC USE ONLY
--------------------------------------------------------------------------------
4. SOURCE OF FUNDS: AF
--------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED [ ]
PURSUANT TO ITEM 2(d) OR 2(e)
--------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware
--------------------------------------------------------------------------------
7. SOLE VOTING POWER:
NUMBER OF 0 Shares
SHARES ---------------------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER:
OWNED BY EACH 3,710,112 Shares
REPORTING ---------------------------------------------------------------
PERSON 9. SOLE DISPOSITIVE POWER:
WITH 0 Shares
---------------------------------------------------------------
10. SHARED DISPOSITIVE POWER:
3,710,112 Shares
--------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING 3,710,112
PERSON
--------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN [ ]
SHARES
--------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.3%
--------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON: OO
---------------------
CUSIP NO. 86272T106 13D
---------------------
--------------------------------------------------------------------------------
1. NAMES OF REPORTING PERSONS: W9/WHSHC, L.L.C. I
--------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
--------------------------------------------------------------------------------
3. SEC USE ONLY
--------------------------------------------------------------------------------
4. SOURCE OF FUNDS: OO
--------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED [ ]
PURSUANT TO ITEM 2(d) OR 2(e)
--------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware
--------------------------------------------------------------------------------
7. SOLE VOTING POWER:
NUMBER OF 0 Shares
SHARES ---------------------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER:
OWNED BY EACH 3,468,035 Shares
REPORTING ---------------------------------------------------------------
PERSON 9. SOLE DISPOSITIVE POWER:
WITH 0 Shares
---------------------------------------------------------------
10. SHARED DISPOSITIVE POWER:
3,468,035 Shares
--------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING 3,468,035
PERSON
--------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN [ ]
SHARES
--------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.8%
--------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON: OO
---------------------
CUSIP NO. 86272T106 13D
---------------------
--------------------------------------------------------------------------------
1. NAMES OF REPORTING PERSONS: Whitehall Street Real Estate Limited
Partnership IX
--------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
--------------------------------------------------------------------------------
3. SEC USE ONLY
--------------------------------------------------------------------------------
4. SOURCE OF FUNDS: AF
--------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED [ ]
PURSUANT TO ITEM 2(d) OR 2(e)
--------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware
--------------------------------------------------------------------------------
7. SOLE VOTING POWER:
NUMBER OF 0 Shares
SHARES ---------------------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER:
OWNED BY EACH 3,468,035 Shares
REPORTING ---------------------------------------------------------------
PERSON 9. SOLE DISPOSITIVE POWER:
WITH 0 Shares
---------------------------------------------------------------
10. SHARED DISPOSITIVE POWER:
3,468,035 Shares
--------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING 3,468,035
PERSON
--------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN [ ]
SHARES
--------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.8%
--------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON: PN
---------------------
CUSIP NO. 86272T106 13D
---------------------
--------------------------------------------------------------------------------
1. NAMES OF REPORTING PERSONS: WH Advisors, L.L.C. IX
--------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
--------------------------------------------------------------------------------
3. SEC USE ONLY
--------------------------------------------------------------------------------
4. SOURCE OF FUNDS: AF
--------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED [ ]
PURSUANT TO ITEM 2(d) OR 2(e)
--------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware
--------------------------------------------------------------------------------
7. SOLE VOTING POWER:
NUMBER OF 0 Shares
SHARES ---------------------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER:
OWNED BY EACH 3,468,035 Shares
REPORTING ---------------------------------------------------------------
PERSON 9. SOLE DISPOSITIVE POWER:
WITH 0 Shares
---------------------------------------------------------------
10. SHARED DISPOSITIVE POWER:
3,468,035 Shares
--------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING 3,468,035
PERSON
--------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN [ ]
SHARES
--------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.8%
--------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON: OO
---------------------
CUSIP NO. 86272T106 13D
---------------------
--------------------------------------------------------------------------------
1. NAMES OF REPORTING PERSONS: Goldman, Sachs & Co.
--------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
--------------------------------------------------------------------------------
3. SEC USE ONLY
--------------------------------------------------------------------------------
4. SOURCE OF FUNDS: AF
--------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED [X]
PURSUANT TO ITEM 2(d) OR 2(e)
--------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION: New York
--------------------------------------------------------------------------------
7. SOLE VOTING POWER:
NUMBER OF 0 Shares
SHARES ---------------------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER:
OWNED BY EACH 7,178,147 Shares
REPORTING ---------------------------------------------------------------
PERSON 9. SOLE DISPOSITIVE POWER:
WITH 0 Shares
---------------------------------------------------------------
10. SHARED DISPOSITIVE POWER:
7,178,147 Shares
--------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING 7,178,147
PERSON
--------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN [ ]
SHARES
--------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 14.0%
--------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON: PN/BD/IA
---------------------
CUSIP NO. 86272T106 13D
---------------------
--------------------------------------------------------------------------------
1. NAMES OF REPORTING PERSONS: The Goldman Sachs Group, Inc.
--------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
--------------------------------------------------------------------------------
3. SEC USE ONLY
--------------------------------------------------------------------------------
4. SOURCE OF FUNDS: AF
--------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED [ ]
PURSUANT TO ITEM 2(d) OR 2(e)
--------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware
--------------------------------------------------------------------------------
7. SOLE VOTING POWER:
NUMBER OF 0 Shares
SHARES ---------------------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER:
OWNED BY EACH 7,178,147 Shares
REPORTING ---------------------------------------------------------------
PERSON 9. SOLE DISPOSITIVE POWER:
WITH 0 Shares
---------------------------------------------------------------
10. SHARED DISPOSITIVE POWER:
7,178,147 Shares
--------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING 7,178,147
PERSON
--------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN [ ]
SHARES
--------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 14.0%
--------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON: HC/CO
This Amendment No. 5, filed by WHSHC, L.L.C. ("WHSHC LLC"), W9/WHSHC,
L.L.C. I ("W9 LLC"), Whitehall Street Real Estate Limited Partnership VII
("Whitehall Real Estate VII"), Whitehall Street Real Estate Limited Partnership
IX ("Whitehall Real Estate IX"), WH Advisors, L.L.C. VII ("WH Advisors VII"), WH
Advisors, L.L.C. IX ("WH Advisors IX"), Goldman, Sachs & Co. ("Goldman Sachs")
and The Goldman Sachs Group, Inc. ("GS Group", together with WHSHC LLC, W9 LLC,
Whitehall Real Estate VII, Whitehall Real Estate IX, WH Advisors VII, WH
Advisors IX and Goldman Sachs, the "Reporting Persons")[1] amends and
supplements the Schedule 13D filed by the Reporting Persons on July 9, 2004 and
amended by Amendment No. 1 thereto on October 1, 2004, Amendment No. 2 thereto
on March 23, 2005, Amendment No. 3 thereto on April 11, 2005 and Amendment No. 4
thereto on July 5, 2005. Schedule II to the Schedule 13D is hereby amended and
replaced in its entirety by Schedule II attached hereto and incorporated herein
by reference. Capitalized terms used but otherwise not defined herein shall have
the meanings ascribed to such terms in the Schedule 13D.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Item 3 is hereby amended in its entirety as follows:
WHSHC LLC and W9 LLC acquired from the Company an aggregate of
4,879,178 shares of Common Stock on June 29, 2004 and an aggregate of 643,676
shares of Common Stock on September 29, 2004 in connection with the initial
public offering of the Company (the "IPO"). Specifically, WHSHC LLC acquired
2,521,862 shares of Common Stock on June 29, 2004 and 332,692 shares of Common
Stock on September 29, 2004 and W9 LLC acquired 2,357,316 shares of Common Stock
on June 29, 2004 and 310,984 shares of Common Stock on September 29, 2004 in
exchange for an equal number of membership units ("SHC Funding Units") in the
operating partnership of the Company, Strategic Hotel Funding, L.L.C. ("SHC
Funding"). These exchanges were made pursuant to the terms of the Structuring
and Contribution Agreement, dated as of February 13, 2004 (the "Structuring and
Contribution Agreement"), by and among SHC Funding, SHC LLC, Whitehall Real
Estate VII, Whitehall Real Estate IX and other parties thereto. The Structuring
and Contribution Agreement is incorporated herein by reference. Each of WHSHC
LLC and W9 LLC received the SHC Funding Units for no consideration through a
distribution of its pro rata share of the SHC Funding Units held by SHC LLC as a
result of transactions (the "Formation and Structuring Transactions") described
under the caption "Formation and Structuring Transactions" in the Company's
final prospectus dated June 23, 2004 (File No. 333-112846, the "Final
Prospectus").
WHSHC LLC and W9 LLC acquired beneficial ownership of an additional
1,655,293 shares of Common Stock on June 30, 2005 in connection with the merger
of Strategic Hotel Capital Limited Partnership ("SHC LP") and Strategic Hotel
Capital Limited Partnership - II ("SHC LP II") into SHC LLC and the related
exchange or distribution of SHC Funding Units by SHC LP, SHC LP II and SHC LLC.
Specifically, WHSHC LLC acquired 855,558 SHC Funding Units and W9 LLC acquired
799,735 SHC Funding Units for no consideration through a distribution of its pro
rata share of SHC Funding Units held by SHC LLC following the merger of SHC LP
and SHC LP II into SHC LLC. On January 20, 2006, WHSHC LLC acquired 855,558
shares of Common Stock in exchange for an equal number of SHC Funding Units and
W9 acquired 799,735 shares of Common Stock in exchange for an equal number of
SHC Funding Units.
----------
[1] Neither the present filing nor anything contained herein shall be construed
as an admission that WHSHC LLC, W9 LLC, Whitehall Real Estate VII,
Whitehall Real Estate IX, WH Advisors VII, WH Advisors IX, Goldman Sachs or
GS Group constitute a "person" for any purpose other than Section 13(d) of
the Securities Exchange Act of 1934, as amended, or that WHSHC LLC, W9 LLC,
Whitehall Real Estate VII, Whitehall Real Estate IX, WH Advisors VII, WH
Advisors IX, Goldman Sachs or GS Group constitute a "group" for any
purpose.
As of January 24, 2006, Goldman Sachs and GS Group may be deemed to
beneficially own 7,178,147 shares of Common Stock through (i) WH Advisors VII,
the sole general partner of Whitehall Real Estate VII, which is the sole
managing member of WHSHC LLC which beneficially owns an aggregate of 3,710,112
shares of Common Stock as described above, and (ii) WH Advisors IX, the sole
general partner of Whitehall Real Estate IX, which is the sole managing member
of W9 LLC, which beneficially owns an aggregate of 3,468,035 shares of Common
Stock as described above.
None of the persons listed on Schedules I, II or III hereto has
contributed any funds or other consideration towards the acquisition of the
Common Stock, except insofar as they may be general or limited partners of, or
own membership interests in, certain of the Reporting Persons and have made
capital contributions to such Reporting Persons, as the case may be.
ITEM 4. PURPOSE OF TRANSACTIONS
Item 4 is hereby amended in its entirety as follows:
WHSHC LLC and W9 LLC acquired beneficial ownership of the Common Stock
for investment purposes. If any, the shares of Common Stock which may be
deemed to be held by Goldman Sachs, other than shares which may be deemed
beneficially owned through WH Advisors VII and WH Advisor IX, were acquired
in the ordinary course of business of Goldman Sachs.
As of the date of this statement, none of the Reporting Persons, or
to the knowledge and belief of the Reporting Persons, any of the persons
listed on Schedules I, II or III hereto, has any present plan or proposals
which would relate to or would result in any transaction event or action
enumerated in paragraphs (a) through (j) of Item 4 of Schedule 13D, other than:
On April 7, 2005, WHSHC LLC and W9 LLC entered into a Shareholders
Agreement (the "Shareholders Agreement") with the Company
providing for, among other matters, the right of WHSHC LLC and
W9 LLC to nominate one person as a director to the Company's
Board of Directors so long as the Shareholders maintain
aggregate ownership of 10%. A copy of the Shareholders Agreement
is attached hereto as Exhibit 16. Jonathan A. Langer, a
Managing Director of Goldman, Sachs & Co., where he is the Head of
US Acquisitions for the Real Estate Principal Investment Area,
is a member of the Company's Board of Directors.
On January 24, 2006, WHSHC LLC and W9 LLC entered into an Underwriting
Agreement (the "Underwriting Agreement") with the Company, SHC Funding,
the other selling stockholders named therein and Deutsche Bank
Securities Inc. and Wachovia Capital Markets, LLC, as representatives
of the underwriters. Pursuant to the Underwriting Agreement, WHSHC LLC
has agreed to sell 3,067,810 of its shares of Common Stock to the
underwriters named therein at a per share price of $19.05 per share
(for aggregate proceeds of approximately $58.4 million) and W9 LLC has
agreed to sell 2,867,642 of its shares of Common Stock to the
underwriters named therein at a per share price of $19.05 per share
(for aggregate proceeds of approximately $54.6 million). In addition
WHSHC LLC and W9 LLC have each granted the underwriters an option,
exercisable until February 23, 2006, to purchase 642,302 and 600,393,
respectively, additional shares of Common Stock at the same per share
price of $19.05 (for aggregate proceeds of approximately $12.2 million
and approximately $11.4 million, respectively). The closing of the
offering is scheduled for January 30, 2006.
The transactions pursuant to the Underwriting Agreement are subject to
customary conditions, thus there can be no assurance that the
transactions will be completed as contemplated or that the Reporting
Persons will sell any or all of their shares of Common Stock.
If all of the transactions pursuant to the Underwriting Agreement
(including the sale of shares of Common Stock pursuant to the
Underwriters' option) are completed, then WHSHC LLC and W9 LLC will no
longer own any shares of Common Stock.
If WHSHC LLC and W9 LLC do not dispose of all of their shares of
Common Stock pursuant to the Underwriting Agreement, each of the Reporting
Persons expects to continue to evaluate on an ongoing basis the market price of
the Common Stock, conditions in the securities markets generally, general
economic and industry conditions and other factors. Accordingly, each
Reporting Person reserves the right to change its plans and intentions at any
time, as it deems appropriate. In particular, any one of or more of the
Reporting Persons (and their respective affiliates) may purchase additional
shares of Common Stock or other securities of the Company or may sell or
transfer shares of Common Stock beneficially owned by them from time to time
in public or private transactions and/or may enter into privately negotiated
derivative transactions with institutional counterparties to hedge the market
risk of some or all of their positions in the shares of Common Stock or other
securities and/or may cause any of the Reporting Persons to distribute in kind
to their respective partners or members, as the case may be, shares of Common
Stock or other securities. Any such transactions may be effected at any time
or from time to time subject to any applicable limitations imposed on the
sale of any of their Company securities by the Securities Act of 1933, as
amended, and the rules and regulations promulgated thereunder (the "Securities
Act") or other applicable law. To the knowledge of each Reporting Person, each
of the persons listed in Schedules I, II or III hereto may make similar
evaluations from time to time or an ongoing basis and reserves the same rights.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) Based on information provided to the Reporting Persons by the
Company, there were 51,092,912 shares of Common Stock outstanding as of the
close of business on January 24, 2006.
As of January 24, 2006, WHSHC LLC beneficially owned an aggregate of
3,710,112 shares of Common Stock, representing in the aggregate approximately
7.3% of the outstanding Common Stock. For all purposes hereof, beneficial
ownership of Common Stock includes ownership of SHC Funding Units by the
Reporting Person, which, following presentation for redemption by the holder
thereof, may be redeemed for an equal number of shares of Common Stock in the
Company's sole discretion.
As of January 24, 2006, Whitehall Real Estate VII, as the sole
managing member of WHSHC LLC, may be deemed to have beneficially owned an
aggregate of 3,710,112 shares of Common Stock beneficially owned by WHSHC LLC,
representing in the aggregate approximately 7.3% of the outstanding Common
Stock.
As of January 24, 2006, WH Advisors VII, as the sole general partner
of Whitehall Real Estate VII, may be deemed to have beneficially owned an
aggregate of 3,710,112 shares of Common Stock beneficially owned by WHSHC LLC,
representing in the aggregate approximately 7.3% of the outstanding Common
Stock.
As of January 24, 2006, W9 LLC beneficially owned an aggregate of
3,468,035 shares of Common Stock, representing in the aggregate approximately
6.8% of the outstanding Common Stock.
As of January 24, 2006, Whitehall Real Estate IX, as the sole managing
member of W9 LLC, may be deemed to have beneficially owned an aggregate
of 3,468,035 shares of Common Stock beneficially owned by W9 LLC, representing
in the aggregate approximately 6.8% of the outstanding Common Stock.
As of January 24, 2006, WH Advisors IX, as the sole general partner
of Whitehall Real Estate IX, may be deemed to have beneficially owned an
aggregate of 3,468,035 shares of Common Stock beneficially owned by W9 LLC,
representing in the aggregate approximately 6.8% of the outstanding Common
Stock.
As of January 24, 2006, Goldman Sachs and GS Group may be deemed to
have beneficially owned an aggregate of 7,178,147 shares of Common Stock
through WH Advisors VII and WH Advisors IX as described above, such shares
representing in the aggregate approximately 14.0% of the outstanding Common
Stock.
None of the Reporting Persons or, to the knowledge of the Reporting
Persons, any of the persons listed on Schedules I, II or III hereto,
beneficially owned any shares of Common Stock as of January 24, 2006, other
than as set forth herein.
In accordance with the Securities and Exchange Commission (the "SEC")
Release No. 34-39538 (January 12, 1998), this filing reflects the securities
beneficially owned by the investment banking division ("IBD") of GS Group and
its subsidiaries and affiliates (collectively, "GSG"). This filing does not
reflect securities, if any, beneficially owned by any other operating unit of
GSG. IBD disclaims beneficial ownership of the securities beneficially owned by
(i) any client accounts with respect to which IBD or its employees have voting
or investment discretion, or both and (ii) certain investment entities, of which
IBD is the general partner, managing general partner or other manager, to the
extent interests in such entities are held by persons other than IBD.
(b) Rows (7) through (10) of the cover pages to this Schedule 13D
set forth (i) the number of shares of Common Stock as to which there is sole
power to vote or direct the vote or to dispose or direct the disposition and
(ii) the number of shares of Common Stock as to which there is shared power to
vote or direct the vote or to dispose or direct the disposition. Each Reporting
Person hereby disclaims beneficial ownership of any shares of Common Stock held
by any other Reporting Person.
(c) Except with respect to the acquisition of shares of Common Stock by
WHSHC LLC and W9 LLC as described herein and except as described below, no
transactions in the Common Stock were effected by the Reporting Persons, or, to
the knowledge of any of the Reporting Persons, any of the persons listed on
Schedules I, II or III hereto during the 60 days prior to and including January
20, 2006. On November 25, 2005, Goldman, Sachs & Co. purchased one share of
Common Stock for a purchase price of $18.57. On November 29, 2005, Goldman,
Sachs & Co. sold one share of Common Stock for a sale price of $18.23.
(d) No other person is known by any Reporting Person to have the right
to receive or the power to direct the receipt of dividends from, or the proceeds
from the sale of, any shares of Common Stock beneficially owned by any Reporting
Person.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
Item 6 is hereby amended by inserting at the end thereof.
On January 24, 2006, WHSHC LLC and W9 LLC entered into an Underwriting
Agreement (the "Underwriting Agreement") with the Company, SHC Funding, the
other selling stockholders named therein and Deutsche Bank Securities Inc.
and Wachovia Capital Markets, LLC, as representatives of the underwriters.
Pursuant to the Underwriting Agreement, WHSHC LLC has agreed to sell 3,067,810
of its shares of Common Stock to the underwriters named therein at a per share
price of $19.05 per share (for aggregate proceeds of approximately $58.4
million) and W9 LLC has agreed to sell 2,867,642 of its shares of Common Stock
to the underwriters named therein at a per share price of $19.05 per share (for
aggregate proceeds of approximately $54.6 million). In addition WHSHC LLC and
W9 LLC have each granted the underwriters an option, exercisable until
February 23, 2006, to purchase 642,302 and 600,393, respectively, additional
shares of Common Stock at the same per share price of $19.05 (for aggregate
proceeds of approximately $12.2 million and approximately $11.4 million,
respectively). The closing of the offering is scheduled for January 30, 2006.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Item 7 is hereby amending by inserting at the end thereof:
Exhibit Description
------- -----------
17 Underwriting Agreement, dated January 24, 2006, among Strategic
Hotel Capital, Inc., Strategic Hotel Funding, L.L.C., WHSHC, L.L.C.,
W9/WHSHC, L.L.C.I., the other selling stockholders named therein
and Deutsche Bank Securities Inc. and Wachovia Capital Markets,
LLC, as representatives of the Underwriters.
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: January 26, 2006
THE GOLDMAN SACHS GROUP, INC.
By: /s/ Roger Begelman
-------------------------------------
Name: Roger Begelman
Title: Attorney-in-Fact
GOLDMAN, SACHS & CO.
By: /s/ Roger Begelman
-------------------------------------
Name: Roger Begelman
Title: Attorney-in-Fact
WH ADVISORS, L.L.C. VII
By: /s/ Roger Begelman
-------------------------------------
Name: Roger Begelman
Title: Attorney-in-Fact
WH ADVISORS, L.L.C. IX
By: /s/ Roger Begelman
-------------------------------------
Name: Roger Begelman
Title: Attorney-in-Fact
WHITEHALL STREET REAL ESTATE LIMITED PARTNERSHIP VII
By: /s/ Roger Begelman
-------------------------------------
Name: Roger Begelman
Title: Attorney-in-Fact
WHITEHALL STREET REAL ESTATE LIMITED PARTNERSHIP IX
By: /s/ Roger Begelman
-------------------------------------
Name: Roger Begelman
Title: Attorney-in-Fact
WHSHC, L.L.C.
By: /s/ Roger Begelman
-------------------------------------
Name: Roger Begelman
Title: Attorney-in-Fact
W9/WHSHC, L.L.C. I
By: /s/ Roger Begelman
-------------------------------------
Name: Roger Begelman
Title: Attorney-in-Fact
SCHEDULE II
-----------
The name, position and present principal occupation of each director
and executive officer of WH Advisors, L.L.C. VII, the sole general partner of
Whitehall Street Real Estate Limited Partnership VII, which is the sole managing
member of WHSHC, L.L.C., and the name, position and present principal occupation
of each director and executive officer of WH Advisors, L.L.C. IX, the sole
general partner of Whitehall Street Real Estate Limited Partnership IX, which is
the sole managing member of W9/WHSHC, L.L.C. I, are set forth below.
The business address of each director and executive officer listed
below is 85 Broad Street, New York, New York 10004, except as follows: The
business address of Steven Angel, Thomas D. Ferguson, Russell T. Goin, Larry J.
Goodwin, Helen Hyde Hallaron, Patrick J. Tribolet, Michael M. Watts, Aaron D.
Wetherill and Todd A. Williams is 100 Crescent Court, Suite 1000, Dallas, TX
75201. The business address of Todd P. Giannoble is 600 East Las Colinas Blvd.,
Suite 400, Irving, Texas 75039. The business address of Philippe Camu, Giovanni
Cutaia, Tracy Deblieck, Nathalie L. Dimitrov, James R. Garman, Benoit Herault,
Zubin P. Irani, Brian P. Niles, Paul A. Obey, Penny A. Petrow, Jean A. De
Pourtales, Richard H. Powers and Edward M. Siskind is 133 Fleet Street, London
EC4A 2BB, England. The business address of Yves Checoury and Brian Collyer is 2,
rue de Thann, 75017, Paris, France. The business address of Sven Dahlmeyer is
Messeturm, Friedrich-Ebert-Anlage 49, 60308 Frankfurt am Main, Germany.
Each director and executive officer listed below is a citizen of the
United States, except as follows: Philippe L. Camu is a citizen of Belgium.
Brian Collyer and Brahm S. Cramer are citizens of Canada. Zubin P. Irani is a
citizen of India. Yves Checoury and Benoit Herault are citizens of France. James
R. Garman and Paul A. Obey are citizens of the United Kingdom. Sven Dahlmeyer is
a citizen of Germany. Nathalie L. Dimitrov and Jean A. De Pourtales are citizens
of both France and the United Kingdom.
Name Position Present Principal Occupation
--------------------------------------------------------------------------------
Rothenberg, Stuart M. Manager/President Managing Director of
Goldman, Sachs & Co.
Angel, Steven Vice President Vice President of
Goldman, Sachs & Co.
Bloom, Robert Vice President Vice President of
Goldman, Sachs & Co.
Brooks, Adam J. Vice President Managing Director of
Goldman, Sachs & Co.
Burban, Elizabeth M. Vice President/ Managing Director of
Secretary Goldman, Sachs & Co.
Cacioppo, Anthony J. Vice President Vice President of
Goldman, Sachs & Co.
Camu, Philippe Vice President Managing Director of
Goldman Sachs International
Chan, Lacxon Vice President Vice President of
Goldman, Sachs & Co.
Checoury, Yves Vice President Vice President of Goldman
Sachs Paris Inc. et Cie
Collyer, Brian Vice President Vice President of Goldman
Sachs Paris Inc. et Cie
Cramer, Brahm S. Manager/Vice President/ Managing Director of
Assistant Secretary Goldman, Sachs & Co.
Cutaia, Giovanni Vice President Vice President of
Goldman Sachs International
Dahlmeyer, Sven Vice President Vice President of
Goldman, Sachs & Co. oHG
Deblieck, Tracy Vice President Vice President of
Goldman Sachs International
Dimitrov, Nathalie L. Vice President Vice President of
Goldman Sachs International
Ferguson, Thomas D. Vice President Vice President of
Goldman, Sachs & Co.
Garman, James R. Vice President Managing Director of
Goldman Sachs International
Giannoble, Todd P. Vice President Vice President of
Archon Group, L.P.
Gift, Andrea M. Vice President Vice President of
Goldman, Sachs & Co.
Goin, Russell T. Vice President Vice President of
Goldman, Sachs & Co.
Goodwin, Larry J. Vice President Managing Director of
Goldman, Sachs & Co.
Herault, Benoit Vice President/ Managing Director of
Assistant Secretary Goldman Sachs International
Hyde Hallaron, Helen Vice President Vice President of
Goldman, Sachs & Co.
Iorio, Steven J. Vice President Vice President of
Goldman, Sachs & Co.
Irani, Zubin P. Vice President Managing Director of
Goldman Sachs International
Karr, Jerome S. Vice President/ Vice President of
Assistant Secretary Goldman, Sachs & Co.
Kava, Alan S. Manager/ Managing Director of
Vice President Goldman, Sachs & Co.
Langer, Jonathan A. Vice President/ Managing Director of
Assistant Secretary Goldman, Sachs & Co.
Lapidus, Roy I. Vice President Managing Director of
Goldman, Sachs & Co.
Metz, Justin E. Vice President Vice President of
Goldman, Sachs & Co.
Niles, Brian P. Vice President Vice President of
Goldman Sachs International
Obey, Paul A. Vice President/ Vice President of
Assistant Secretary Goldman Sachs International
Petrow, Penny A. Vice President Vice President of
Goldman Sachs International
De Pourtales, Jean A. Vice President Managing Director of
Goldman Sachs International
Powers, Richard H. Vice President/ Managing Director of
Assistant Secretary Goldman Sachs International
Scesney, Josephine Manager/Vice President/ Managing Director of
Treasurer/Secretary Goldman, Sachs & Co.
Siskind, Edward M. Vice President/ Managing Director of
Assistant Treasurer Goldman Sachs International
Tribolet, Patrick M. Vice President Vice President of
Goldman, Sachs & Co.
Tsai, Teresa Vice President/ Vice President of
Assistant Secretary Goldman, Sachs & Co.
Watts, Michael M. Vice President Vice President of
Goldman, Sachs & Co.
Weidman, Peter A. Vice President Vice President of
Goldman, Sachs & Co.
Weiss, Mitchell S. Assistant Treasurer/ Vice President of
Assistant Secretary Goldman, Sachs & Co.
Wetherill, Aaron D. Vice President Vice President of
Goldman, Sachs & Co.
Williams, Todd A. Vice President/ Managing Director of
Assistant Secretary/ Goldman, Sachs & Co.
Assistant Treasurer
Wong, Jennifer Assistant Secretary Vice President of
Goldman, Sachs & Co.
Zucker, Lauren J. Vice President Managing Director of
Goldman, Sachs & Co.
EXHIBIT INDEX
Exhibit Description
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1. Structuring and Contribution Agreement, dated as of February 13,
2004, by and among SHC Funding, Strategic Hotel Capital, L.L.C.
("SHC LLC"), Whitehall Street Real Estate Limited Partnership
VII, Whitehall Street Real Estate Limited Partnership IX and
other parties thereto (incorporated by reference to Exhibit 10.2
to the registration statement on Form S-11 (File No. 333-112846)
filed by the Company)).
2. Underwriting Agreement, dated as of June 23, 2004, among
Strategic Hotel Capital, Inc. Strategic Hotel Funding, L.L.C. and
the underwriters named therein (previously filed).
3. Lock-Up Agreement, dated as of June 23, 2004, between Goldman,
Sachs & Co., as representative of the several underwriters named
in Schedule I to the underwriting agreement and WHSHC, L.L.C.
(previously filed).
4. Lock-Up Agreement, dated as of June 23, 2004, between Goldman,
Sachs & Co., as representative of the several underwriters named
in Schedule I to the underwriting agreement and W9/WHSHC, L.L.C.
I (previously filed).
5. Registration Rights Agreement, dated as of June 29, 2004, among
Strategic Hotel Capital, Inc., WHSHC, L.L.C., W9/WHSHC, L.L.C. I
and the other parties thereto (previously filed).
6. Voting Agreement, dated as of June 8, 2004, among Laurence
Geller, Strategic Hotel Capital, Inc., WHSHC, L.L.C. and
W9/WHSHC, L.L.C. I (previously filed).
7. Joint Filing Agreement (previously filed).
8. Power of Attorney, dated December 12, 2003, relating to The
Goldman Sachs Group, Inc. (previously filed).
9. Power of Attorney, dated November 19, 2003, relating to Goldman,
Sachs & Co. (previously filed).
10. Power of Attorney, dated June 24, 2004, relating to WH Advisors,
L.L.C. VII (previously filed).
11. Power of Attorney, dated June 24, 2004, relating to WH Advisors,
L.L.C. IX (previously filed).
12. Power of Attorney, dated June 24, 2004, relating to Whitehall
Street Real Estate Limited Partnership VII (previously filed).
13. Power of Attorney, dated June 24, 2004, relating to Whitehall
Street Real Estate Limited Partnership IX (previously filed).
14. Power of Attorney, dated June 24, 2004, relating to WHSHC, L.L.C.
(previously filed).
15. Power of Attorney, dated June 24, 2004, relating to W9/WHSHC,
L.L.C. I (previously filed).
16. Shareholders Agreement, dated as of April 7, 2005, among WHSHC,
L.L.C. and W9/WHSHC, L.C.C. I, on the one hand, and Strategic
Hotel Capital, Inc., on the other hand (previously filed).
17. Underwriting Agreement, dated January 24, 2006, among Strategic
Hotel Capital, Inc., Strategic Hotel Funding, L.L.C., WHSHC,
L.L.C., W9/WHSHC, L.L.C.I., the other selling stockholders named
therein and Deutsche Bank Securities Inc. and Wachovia Capital
Markets, LLC, as representatives of the Underwriters.