Correspondence 0001104659-24-072305 from RLJ Lodging Trust (RLJ, RLJ-PA) (CIK 0001511337) (RLJ)
RLJ Lodging Trust (RLJ, RLJ-PA) (CIK 0001511337)
Date: June 17, 2024 · CIK: 0001511337 · Accession: 0001104659-24-072305
AI Filing Summary & Sentiment
File numbers found in text: 001-35169
Referenced dates: June 3, 2024
Letter
Division of Corporation Finance United States Securities and Exchange Commission Form 10-K for the Year Ended December 31, 2023 Filed February 27, 2024 Form 8-K filed February 26, 2024 File No. 001-35169
Re: RLJ Lodging Trust
Dear Mr. Demarest:
This letter is submitted by RLJ Lodging Trust (the “Company”) in response to a comment from the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) in a letter dated June 3, 2024 (the “Comment Letter”) with respect to the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 filed with the Commission on February 27, 2024 (the “Form 10-K”) and the Company’s Current Report on Form 8-K filed with the Commission on February 26, 2024 (the “Form 8-K”).
For your convenience, the Staff’s comment set forth in the Comment Letter has been reproduced in italics herein with the response immediately following.
Form 8-K filed February 26, 2024
Exhibit 99.1 Press Release
2024 Outlook, page 3
1. We note that you disclose Full Year 2024 Guidance for Non-GAAP measures, including Adjusted EBITDA and Adjusted FFO per diluted share, without providing a reconciliation to the most directly related GAAP measure. In future filings, please include such reconciliation or, alternatively, provide a statement that the information could not be presented without unreasonable efforts under Item 10(e)(1)(i)(B) of Regulation S-K. Refer also to Questions 102.10(a) and 102.10(b) of the C&DIs for Non-GAAP Financial Measures.
Response to Comment No. 1
In future filings, we will include a reconciliation of Non-GAAP measures to the most directly related GAAP measure or, alternatively, provide a statement that the information could not be presented without unreasonable efforts under Item 10(e)(1)(i)(B) of Regulation S-K.
Mr. William Demarest
Division of Corporation Finance
June 17, 2024
Page 2
If you have any questions concerning this letter or if you would like any additional information, please do not hesitate to call me at (301) 280-7749.
Sincerely,
RLJ Lodging Trust
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CORRESP
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filename1.htm
June 17, 2024
BY EDGAR AND OVERNIGHT MAIL
Mr. William Demarest
Division of Corporation Finance
United States Securities and Exchange Commission
100 F Street, NE
Washington, D.C. 20549
Re: RLJ Lodging Trust
Form 10-K for the Year Ended December 31, 2023
Filed February 27, 2024
Form 8-K filed February 26, 2024
File No. 001-35169
Dear Mr. Demarest:
This letter is submitted
by RLJ Lodging Trust (the “Company”) in response to a comment from the staff of the Division of Corporation Finance
(the “Staff”) of the Securities and Exchange Commission (the “Commission”) in a letter dated June 3,
2024 (the “Comment Letter”) with respect to the Company’s Annual Report on Form 10-K for the year ended
December 31, 2023 filed with the Commission on February 27, 2024 (the “Form 10-K”) and the Company’s
Current Report on Form 8-K filed with the Commission on February 26, 2024 (the “Form 8-K”).
For your convenience, the
Staff’s comment set forth in the Comment Letter has been reproduced in italics herein with the response immediately following.
Form 8-K filed February 26, 2024
Exhibit 99.1 Press Release
2024 Outlook, page 3
1. We note that you disclose
Full Year 2024 Guidance for Non-GAAP measures, including Adjusted EBITDA and Adjusted FFO per diluted share, without providing a reconciliation
to the most directly related GAAP measure. In future filings, please include such reconciliation or, alternatively, provide a statement
that the information could not be presented without unreasonable efforts under Item 10(e)(1)(i)(B) of Regulation S-K. Refer also
to Questions 102.10(a) and 102.10(b) of the C&DIs for Non-GAAP Financial Measures.
Response to Comment No. 1
In future
filings, we will include a reconciliation of Non-GAAP measures to the most directly related GAAP measure or, alternatively, provide a
statement that the information could not be presented without unreasonable efforts under Item 10(e)(1)(i)(B) of Regulation
S-K.
Mr. William Demarest
Division of Corporation Finance
June 17, 2024
Page 2
If you have any questions concerning this letter
or if you would like any additional information, please do not hesitate to call me at (301) 280-7749.
Sincerely,
RLJ Lodging Trust
/s/ Sean M. Mahoney
Sean M. Mahoney
Chief Financial Officer
cc:
Leslie D. Hale
Chad D. Perry
RLJ Lodging Trust
David W. Bonser
Hogan Lovells US LLP
Nicole Stroud
PricewaterhouseCoopers LLP