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Prospectus
Supplement No. 6
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Filed
Pursuant to Rule 424(b)(7)
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(To
Prospectus dated April 18, 2006)
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Registration
Statement No. 333-133353
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6,499,134
Shares
STRATEGIC
HOTELS & RESORTS, INC.
COMMON
STOCK
This
prospectus supplement no. 6 supplements and amends the prospectus dated April
18, 2006, which we refer to herein as this prospectus supplement (as amended and
supplemented by the prospectus supplement dated August 23, 2007, prospectus
supplement no. 2 dated September 11, 2007, prospectus supplement no. 3
dated October 30, 2007, prospectus supplement no. 4 dated March 17, 2008 and
prospectus no. 5 dated April 29, 2008) relating to the resale from time to time
of shares of our common stock that we may issue under certain circumstances to
holders, whom we refer to as the selling stockholders, named in the prospectus
supplements dated August 23, 2007, September 11, 2007, October 30, 2007, March
17, 2008, April 29, 2008 and in this prospectus supplement upon exchange or
redemption of the 3.50% Exchangeable Senior Notes due 2012, which we refer to
herein as the notes, issued by Strategic Hotel Funding, L.L.C., our operating
partnership.
This
prospectus supplement should be read in conjunction with and accompanied by, and
is qualified by reference to, the prospectus dated April 18, 2006 and the
prospectus supplements dated August 23, 2007, September 11, 2007, October 30,
2007, March 17, 2008 and April 29, 2008, except to the extent that the
information presented herein supersedes any information contained in those
documents. This prospectus supplement is not complete without, and
may not be delivered or utilized except in connection with, the prospectus dated
April 18, 2006, including any amendments or supplements thereto.
Shares of
our common stock are listed on the New York Stock Exchange under the symbol
“BEE”. On May 16, 2008, the last reported sales price of our common
stock on the New York Stock Exchange was $14.41 per share.
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Investing
in our common stock involves risks. See “Risk Factors”
beginning on page S-8 of the prospectus supplement dated August 23, 2007,
as well as in the documents incorporated by reference in the prospectus
supplement dated August 23, 2007 and “Risk Factors” beginning on page 5 of
the prospectus dated April 18, 2006.
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Neither the Securities and Exchange
Commission nor any state securities commission has approved or disapproved of
these securities or passed upon the adequacy or accuracy of this prospectus
supplement or the prospectus dated April 18, 2006. Any representation
to the contrary is a criminal offense.
The date
of this prospectus supplement is May 19, 2008.
SELLING
STOCKHOLDERS
The
information appearing in the table below with respect to the selling
stockholders named therein supplements and supercedes the information with
respect to such selling stockholders in the table appearing under the heading
“Selling Stockholders” in the prospectus supplements dated August 23, 2007,
September 11, 2007, October 30, 2007, March 17, 2008 and April 29,
2008. The information is based solely on information provided to us
by or on behalf of the selling stockholders in Selling Securityholder Notices
and Questionnaires on or prior to May 16, 2008. The number of shares
of common stock issuable upon the exchange or redemption of the notes shown in
the table below assumes exchange of the full amount of notes held by each
selling stockholder at the initial exchange rate of 36.1063 shares of our common
stock per $1,000 principal amount of notes and a cash payment in lieu of any
fractional share. The exchange rate is subject to adjustment in
certain events. The selling stockholders, including their
transferees, pledges or donees or their successors, may from time to time offer
and sell all, some or none of the shares of common stock which we may issue upon
the exchange or redemption of the notes. Because the selling
stockholders may offer all or some portion of such shares of common stock, we
cannot estimate the number of shares of common stock that will be held by the
selling stockholders upon termination of any of these sales. In
addition, the selling stockholders identified below may have sold, transferred
or otherwise disposed of all or a portion of their notes or shares of common
stock since the date on which they provided the information regarding their
notes in transactions exempt from the registration requirements of the
Securities Act of 1933, as amended.
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Selling
Stockholder
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Number
of
Shares Beneficially Owned Prior to the Offering (1)(2) |
Percentage
of
Shares Beneficially Owned Prior to the Offering (3) |
Number
of Shares
Offered Pursuant to this Prospectus Supplement (1)(2) |
Number
of
Shares Beneficially Owned After the Offering (4) |
Percentage
of
Outstanding Common Stock Beneficially Owned Following the Offering (3) |
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Argent
LowLev
Convertible Arbitrage Fund Ltd. (5) |
50,910
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*
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50,910
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0
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0
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Canyon
Capital
Arbitrage Master Fund Ltd. (6) (11) |
113,735
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*
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113,735
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0
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0
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The
Canyon Value
Realization Fund (Cayman) Ltd. (7) (11) |
123,484
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*
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123,484
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0
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0
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Canyon
Value
Realization Fund, L.P. (8) (11) |
47,119
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*
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47,119
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0
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0
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Canyon
Value
Realization MAC 18 Ltd. (9) (11) |
8,124
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*
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8,124
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0
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0
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Class
C Trading
Company, Ltd. (5) |
44,772
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*
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44,772
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0
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0
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LYXOR/Canyon
Capital Arbitrage Fund Limited (10) (11) |
32,496
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*
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32,496
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0
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0
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* Less
than one percent.
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(1)
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Based
on information available to us as of May 16, 2008. The sum of
the number of shares beneficially owned by the selling stockholders named
in this table and named in the table in the prospectus supplements dated
August 23, 2007, September 11, 2007, October 30, 2007, March 17, 2008 and
April 29, 2008, exceeds 6,499,134 shares of common stock (the total number
of shares offered pursuant to the prospectus supplements) because certain
selling stockholders may have transferred notes or otherwise reduced their
position prior to selling pursuant to this prospectus supplement, and as a
result we received beneficial ownership information from additional
selling stockholders. However, the maximum number of shares of
common stock that may be sold pursuant to the prospectus supplements will
not exceed 6,499,134 shares.
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(2)
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The
number of shares of common stock issuable upon the exchange or redemption
of the notes assumes exchange of the full amount of notes held by each
selling stockholder at the initial exchange rate of 36.1063 shares of our
common stock per $1,000 principal amount of notes and a cash payment in
lieu of any fractional shares. The exchange rate is subject to
adjustment in certain events.
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(3)
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Based
on a total of 74,400,213 shares of our common stock outstanding as
of May 16, 2008.
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(4)
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Assuming
the selling stockholder sells all of its shares offered pursuant to this
prospectus supplement.
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(5)
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Guy
Caplan exercises voting and/or dispositive power with respect to these
securities.
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(6)
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Canyon
Capital Advisors LLC is the investment advisor for Canyon Capital
Arbitrage Master Fund Ltd. and has the power to direct investments by
Canyon Capital Arbitrage Master Fund, Ltd. The managing
partners of Canyon Capital Advisors LLC are Joshua S. Friedman, Mitchell
R. Julis and K. Robert Turner. Canyon Capital Arbitrage Master
Fund, Ltd. is a Cayman Islands exempted
company.
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(7)
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Canyon
Capital Advisors LLC is the investment advisor for The Canyon Value
Realization Fund (Cayman) Ltd. and has voting and investment power with
respect to these securities. The managing partners of Canyon
Capital Advisors LLC are Joshua S. Friedman, Mitchell R. Julis and K.
Robert Turner.
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(8)
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Canpartners
Investments III, L.P. and Canyon Capital Advisors LLC have voting and
investment power with respect to these securities. The general
partner for Canyon Value Realization Fund, L.P. is Canpartners Investments
III, L.P. Canyon Capital Advisors LLC is the general partner of
Canpartners Investments III, L.P. The managing partners of
Canyon Capital Advisors LLC are Joshua S. Friedman, Mitchell R. Julis and
K. Robert Turner.
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(9)
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Canyon
Capital Advisors LLC is the investment advisor for Canyon Value
Realization MAC 18, Ltd. and has voting and investment power with respect
to these securities. The managing partners of Canyon Capital
Advisors LLC are Joshua S. Friedman, Mitchell R. Julis and K. Robert
Turner. Canyon Value Realization MAC 18, Ltd. is a Limited
Liability Cayman Islands company.
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(10)
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Canyon
Capital Advisors LLC is the investment advisor for LYXOR/Canyon Capital
Arbitrage Fund Limited and has voting and investment power with respect to
these securities. The managing partners of Canyon Capital
Advisors LLC are Joshua S. Friedman, Mitchell R. Julis and K. Robert
Turner.
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(11)
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The
selling stockholder is under common ownership with Canyon Partners
Incorporated, a registered broker-dealer. The selling
stockholder certifies that it purchased the securities in the ordinary
course of business, and that at the time of the purchase of the securities
to be resold, it had no agreements or understandings, directly or
indirectly, with any person to distribute the
securities.
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