Current Report Filing (8-k)
January 31 2020 - 9:01AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT
REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
January 30, 2020
Date of report (Date of earliest event reported)
Condor
Hospitality Trust, Inc.
(Exact Name of Registrant as Specified in Its Charter)
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Maryland
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1-34087
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52-1889548
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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4800 Montgomery Lane, Suite 220 Bethesda, MD
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20814
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(Address of Principal Executive Offices)
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(Zip Code)
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(402) 371-2520
(Registrants Telephone Number, Including Area Code)
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
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☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of cach class
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Trading
symbol
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Name of each exchange
on which registered
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Common stock, par value $0.01 per share
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CDOR
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NYSE American
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of
1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging
growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange
Act. ☐
Item 1.01 Entry into a Material Definitive Agreement.
On January 30, 2020 Condor Hospitality Trust, Inc. (the Company), Condor Hospitality Limited Partnership (the Operating
Partnership and together with the Company, the Company Parties), NHT Operating Partnership, LLC (Parent), NHT REIT Merger Sub, LLC (Merger Sub) and NHT Operating Partnership II, LLC (Merger OP
and, collectively with Parent and Merger Sub, the Parent Parties), entered into Amendment No. 3 (the Third Amendment) to that certain Agreement and Plan of Merger, dated as of July 19, 2019 (as amended, the
Merger Agreement), by and among the Company, the Operating Partnership, Parent, Merger Sub and Merger OP.
Pursuant to the
Third Amendment, the parties have agreed as follows:
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the closing of the mergers (the Closing) shall occur on Friday, February 28, 2020, subject to
further extension by the Parent Parties to March 16, 2020;
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the previous end date for the Merger Agreement is changed to February 28, 2020, or, if the
Closing is further extended by the Parent Parties pursuant to the Third Amendment, to March 16, 2020;
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the Closing is expressly conditioned on the closing by the applicable subsidiaries of the Company of the
acquisition of the equity interests of the Atlanta JV (as defined in the Merger Agreement);
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the Closing may be extended by Parent Parties to March 16, 2020 upon deposit by Parent of an additional
$2 million of escrowed funds, to be used to fund, as applicable, a portion of the merger consideration or the Parent termination fee, and;
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simultaneously with the execution of the Third Amendment, the parties will enter into a letter agreement with
respect to certain business matters.
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The foregoing description of the Third Amendment is not complete and is qualified
in its entirety by reference to the Third Amendment, which is attached as Exhibit 2.1 to this report and incorporated herein by reference.
ITEM 9.01.
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FINANCIAL STATEMENTS AND EXHIBITS.
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(d) Exhibits.
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Exhibit
Number
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Description
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2.2
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Amendment No. 3 dated as of January 30, 2020 to Agreement and Plan of Merger, dated as of July
19, 2019, by and among NHT Operating Partnership, LLC, NHT REIT Merger Sub, LLC, NHT Operating Partnership II, LLC, Condor Hospitality Trust, Inc. and Condor Hospitality Limited Partnership
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
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Condor Hospitality Trust, Inc.
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Date: January 30, 2020
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By:
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/s/ J. William Blackham
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Name:
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J. William Blackham
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Title:
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President and Chief Executive Officer
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