Shareholders of Condor Hospitality Trust Approve Merger
September 23 2019 - 04:15PM
Business Wire
Condor Hospitality Trust, Inc. (NYSE American: CDOR) (“Condor”)
announced today that its shareholders approved the proposed
acquisition by merger of Condor by NHT Operating Partnership, LLC
(“NHT OP”), the operating partnership of NexPoint Hospitality Trust
(TSVX:NHT.U).
At a special meeting of Condor shareholders held on September
23, 2019, holders of more than 81.8% of the shares of Condor common
stock entitled to be cast, and holders of 100% of the shares of
Condor Series E Cumulative Convertible preferred stock, voted in
favor of adopting and approving the merger agreement and the
transactions contemplated thereby (including the acquisition of
Condor’s operating partnership by a subsidiary of NHT OP). Condor
will file the final vote results, as certified by the independent
Inspector of Election, on a Form 8-K with the U.S. Securities and
Exchange Commission.
The merger is currently expected to close during the fourth
quarter of 2019, subject to the satisfaction of customary closing
conditions.
Upon completion of the merger and associated transactions,
holders of Condor common stock will be entitled to receive $11.10,
without interest thereon, per share, a premium of approximately 34%
over Condor’s unaffected share price of $8.27 as of July 19, 2019,
the most recent trading day before the public announcement of the
proposal to acquire Condor, holders of Condor Series E preferred
stock will be entitled to receive $10.00 per share and limited
partners of Condor’s operating partnership, Condor Hospitality
Limited Partnership, will be entitled to receive $0.21346 per
Condor OP partnership interest.
About Condor Hospitality Trust, Inc.
Condor Hospitality Trust, Inc. (NYSE American: CDOR) is a
self-administered real estate investment trust that specializes in
the investment and ownership of upper midscale and upscale,
premium-branded, select-service, extended-stay, and limited-service
hotels in the top 100 Metropolitan Statistical Areas (“MSAs”) with
a particular focus on the top 20 to 60 MSAs. Condor currently owns
15 hotels in eight states. Condor’s hotels are franchised by a
number of the industry’s most well-regarded brand families
including Hilton, Marriott, and InterContinental Hotels Group.
About NexPoint Hospitality Trust
NexPoint Hospitality Trust (TSXV: NHT.U) is a publicly traded
real estate investment trust focused on acquiring, owning and
operating well-located hospitality properties in the United States
that offer a high current yield and in many cases, that are
underperforming assets with the potential to increase in value
through investments in capital improvements, a market-based
recovery, brand repositioning, revenue enhancements, operational
improvements, reducing expense inefficiencies, and exploiting
excess land or underutilized space. NHT owns 11 branded properties
sponsored by Marriott, Hilton and InterContinental Hotels Group,
located across the U.S., specifically in the Seattle, Portland,
Dallas, Nashville and St. Petersburg markets. NHT is externally
advised by NexPoint Real Estate Advisors VI, L.P., an affiliate of
Highland Capital Management, L.P., a leading global alternative
asset manager and an SEC-registered investment adviser. For more
information, visit www.nexpointhospitality.com.
Cautionary Statement Regarding Forward-Looking
Statements
This news release (including statements about filing the final
vote results on a Form 8-K and the expected timing, completion and
effects of the mergers and the other transactions contemplated by
the merger agreement) may contain forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of 1995
and applicable Canadian securities laws. Forward-looking statements
include all statements that are not historical facts, and in some
cases, can be identified by the use of forward-looking terminology
such as “may,” “will,” “expect,” “intend,” “anticipate,”
“estimate,” “believe,” “continue,” “project”, “plan”, the negative
version of these words or other similar expressions. Readers are
cautioned not to place undue reliance on any such forward-looking
statements.
All forward-looking statements speak only as of the date hereof
and are based on current expectations and involve a number of
assumptions, risks and uncertainties that could cause the actual
results to differ materially from such forward-looking statements.
They are not guarantees of future performance and involve risks and
uncertainties that are difficult to control or predict. Condor may
not be able to complete the proposed transaction on the terms
described herein or other acceptable terms or at all because of a
number of factors, including without limitation, the following: (i)
the occurrence of any event, change or other circumstances that
could give rise to the termination of the merger agreement; (ii)
unknown, underestimated or undisclosed commitments or liabilities;
(iii) the inability to complete the proposed transaction due to the
failure to satisfy the closing conditions to the proposed
transaction; (iv) risks related to disruption of management’s
attention from Condor’s ongoing business operations due to the
proposed transaction; (v) the effect of the announcement of the
proposed transaction on the ability of the parties to retain and
hire key personnel, maintain relationships with their franchisors,
management companies and suppliers, and maintain their operating
results and business generally; (vi) the risk that certain
approvals or consents will not be received in a timely manner or
that the proposed transaction will not be consummated in a timely
manner; (vii) adverse changes in U.S. and non-U.S. governmental
laws and regulations; (viii) the risk of litigation, including
shareholder litigation in connection with the proposed transaction,
and the impact of any adverse legal judgments, fines, penalties,
injunctions or settlements; and (ix) capital market conditions,
including availability of funding sources for Condor and NHT
OP.
Additional factors that may affect Condor’s business or
financial results are described in the risk factors included in
Condor’s filings with the Securities and Exchange Commission
(“SEC”), including its Annual Report on Form 10-K for the fiscal
year ended December 31, 2018, and subsequent Quarterly Reports on
Form 10-Q and Current Reports on Form 8-K.
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version on businesswire.com: https://www.businesswire.com/news/home/20190923005777/en/
Arinn Cavey Chief Financial Officer acavey@trustcondor.com (402)
316-1008
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