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[X]
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Rule 13d-1(b)
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[ ]
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Rule 13d-1(c)
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[ ]
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Rule 13d-1(d)
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CUSIP NO. 86272T304, 86272T403, 86272T502
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Page 2 of 9 Pages
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1.
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Names of Reporting Persons
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|
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
0
|
|
Reporting
Person
With
|
7.
|
Sole Dispositive Power
0
|
|
8.
|
Shared Dispositive Power
|
|
|
0
|
|
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 9 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
0
|
|
Reporting
Person
With
|
7.
|
Sole Dispositive Power
0
|
|
8.
|
Shared Dispositive Power
|
|
|
0
|
|
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 9 Pages
|
|
Item 1(a).
|
Name of Issuer:
|
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Strategic Hotels & Resorts, Inc. (the "Issuer").
|
|
|
Item 1(b).
|
Address of the Issuer's Principal Executive Offices:
|
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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)
|
Caspian Capital LP (“Caspian Capital”); and
|
|
ii)
|
Caspian Credit Advisors, LLC (“Caspian Credit”).
|
|
This statement relates to Shares (as defined below) held for the accounts of Caspian Select Credit Master Fund, Ltd. (“Caspian Select”), Caspian Solitude Master Fund, L.P., Caspian HLSC1, LLC, and certain other funds for which Caspian Capital provides investment management or investment advice (the “Other Accounts” and together with Caspian Select Credit Master Fund, Ltd., Caspian Solitude Master Fund, L.P., and Caspian HLSC1, LLC, collectively the “Accounts”). Caspian Capital serves as the investment advisor for the Accounts. Caspian Capital is controlled by Adam Cohen and David Corleto (the “Principals”). Caspian Credit is the general partner of an affiliate of Caspian Select Credit Master Fund, Ltd. and of Caspian Solitude Master Fund, L.P. and the managing member of Caspian HLSC1, LLC.
|
|
Item 2(b).
|
Address of Principal Business Office or, if None, Residence:
|
|
The address of the principal business office of each of Caspian Capital and Caspian Credit is 767 Fifth Avenue, New York, New York 10153.
|
|
Item 2(c).
|
Citizenship:
|
|
i)
|
Caspian Capital is a Delaware limited partnership; and
|
|
ii)
|
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 5 of 9 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:
|
|||
|
Caspian Capital 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) Caspian Capital may be deemed the beneficial owner of no Shares.
|
||||
|
(ii) Caspian Credit may be deemed the beneficial owner of no Shares.
|
||||
|
Item 4(b).
|
Percent of Class:
|
|||
|
(i) The number of Shares of which Caspian Capital may be deemed to be the beneficial owner constitutes 0.00% of the total number of Shares outstanding.
|
||||
|
(ii) The number of Shares of which Caspian Credit may be deemed to be the beneficial owner constitutes 0.00% of the total number of Shares outstanding.
|
||||
|
Item 4(c).
|
Number of shares as to which such person has:
|
|||
|
Caspian Capital
|
||||
|
(i)
|
Sole power to vote or direct the vote
|
|
0 | |
|
(ii)
|
Shared power to vote or to direct the vote
|
|
0 | |
|
(iii)
|
Sole power to dispose or to direct the disposition of
|
|
0 | |
|
(iv)
|
Shared power to dispose or to direct the disposition of
|
|
0 | |
|
Caspian Credit
|
|||
|
(i)
|
Sole power to vote or direct the vote
|
0
|
|
|
(ii)
|
Shared power to vote or to direct the vote
|
0
|
|
|
(iii)
|
Sole power to dispose or to direct the disposition of
|
0
|
|
|
(iv)
|
Shared power to dispose or to direct the disposition of
|
0
|
|
|
CUSIP NO. 86272T304, 86272T403, 86272T502
|
Page 6 of 9 Pages
|
|
Item 5.
|
Ownership of Five Percent or Less of a Class:
|
|
If this statement is being filed to report the fact that as of the date hereof any of the Reporting Persons have ceased to be the beneficial owners of more than five percent of the class of securities, check the following [X].
|
|
|
Item 6.
|
Ownership of More than Five Percent on Behalf of Another Person:
|
|
The Principals of Caspian Capital 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 advised by Caspian Capital and Caspian Credit in accordance with the ownership interests of advisers of Caspian Capital 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 7 of 9 Pages
|
|
Date: February 14, 2014
|
CASPIAN CAPITAL LP
|
|
By: /s/ Richard D. Holahan, Jr.
|
|
|
Name: Richard D. Holahan, Jr.
|
|
|
Title: Authorized Signatory
|
|
|
Date: February 14, 2014
|
CASPIAN CREDIT ADVISORS, LLC
|
|
By: /s/ Richard D. Holahan, Jr.
|
|
|
Name: Richard D. Holahan, Jr.
|
|
|
Title: Authorized Signatory
|
|
|
CUSIP NO. 86272T304, 86272T403, 86272T502
|
Page 8 of 9 Pages
|
|
A.
|
Joint Filing Agreement, dated as of February 14, 2014, by and among Caspian Capital LP and Caspian Credit Advisors, LLC
|
10
|
|
CUSIP NO. 86272T304, 86272T403, 86272T502
|
Page 9 of 9 Pages
|
|
Date: February 14, 2014
|
CASPIAN CAPITAL LP
|
|
By: /s/ Richard D. Holahan, Jr.
|
|
|
Name: Richard D. Holahan, Jr.
|
|
|
Title: Authorized Signatory
|
|
|
Date: February 14, 2014
|
CASPIAN CREDIT ADVISORS, LLC
|
|
By: /s/ Richard D. Holahan, Jr.
|
|
|
Name: Richard D. Holahan, Jr.
|
|
|
Title: Authorized Signatory
|
|