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CUSIP No. 20676Y403
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Schedule 13D
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Page
7
of 9
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This Amendment No. 5 to the Statement on Schedule 13D (this Amendment
No. 5) amends the Statement on Schedule 13D originally filed with the Securities and Exchange Commission on March 25, 2016, as amended by Amendment No. 1 thereto filed on March 3, 2017, Amendment No. 2 thereto filed on
April 4, 2017, Amendment No. 3 thereto filed on July 22, 2019 and Amendment No. 4 thereto filed on November 23, 2020 (the Schedule 13D), which relates to the shares of Common Stock of Condor Hospitality Trust,
Inc., a Maryland corporation (Issuer). Capitalized terms used and not defined in this Amendment No. 5 have the meanings set forth in the Schedule 13D.
This Amendment No. 5 amends and supplements the Schedule 13D as follows. Except as provided herein, this Amendment No. 5 does not
modify any of the information previously reported on such Schedule 13D, including any amendment thereto.
Item 4. Purpose of the Transaction
Item 4 of the Schedule 13D is hereby amended and supplemented to include the following:
StepStone Backstop Commitment Agreement
On December 7, 2020, SREP III Flight Investco 2, L.P. (Investco 2) entered into a Backstop Commitment Agreement with
the Issuer (the Backstop Agreement), providing for a backstop commitment by Investco 2 to the Issuer in the event the proceeds from the proposed public offering of subscription rights to existing shareholders of the Issuer (the Rights
Offering) are less than $10.0 million (the Backstop Commitment). Pursuant to the terms of the Backstop Agreement, Investco 2 has agreed to purchase, at $2.50 per share, an aggregate number of shares of Common Stock equal to
(x) $10.0 million minus (y) the aggregate proceeds of the Rights Offering, divided by the price per share at which shares of Common Stock are offered in the Rights Offering. Subscription rights that are not exercised by the expiration date
of the Rights Offering will expire and the shares of Common Stock issuable pursuant to those subscription rights will be purchased by Investco 2 pursuant to the Backstop Commitment.
The closing of the transactions contemplated by the Backstop Agreement is subject to customary closing conditions outlined therein, including
(a) the Rights Offering shall have been made in accordance with the Backstop Agreement and on terms substantially as stated in this prospectus, (b) the expiration date of the Rights Offering shall have occurred on or prior to May 31,
2021, (c) the representations and warranties of the Issuer set forth in the Backstop Agreement shall have been true and correct as of its date, shall remain true and correct as of the date of issue and sale in the Rights Offering and the Backstop
Commitment, except to the extent made as of a specific date and the Issuer shall have delivered a certificate of an officer of the Issuer certifying as to the foregoing, (d) all obligations, covenants and agreements of the Issuer required to be
performed at or prior to the expiration date of the Rights Offering shall have been performed, and the Issuer shall have delivered a certificate of an officer of the Issuer certifying as to the foregoing, (e) the Issuer shall have granted
Investco 2 an exemption from the ownership limitation set forth in its articles of incorporation, and (vi) the Issuer shall have delivered a certificate of the secretary of the Issuer certifying as to the board of directors resolutions
approving the transactions contemplated by the Backstop Agreement.
IRSAs option to participate in the Backstop Commitment
Efanur S.A. (Efanur), an affiliate of IRSA Inversiones y Representaciones Sociedad Anónima, with the consent of
Investco 2, may be permitted to participate in the Backstop Commitment. If Efanur is permitted to participate in the Backstop Commitment, the number of shares of Common Stock that Investco 2 would receive pursuant to the Backstop Commitment would be
reduced by the number of shares of Common Stock that Efanur is permitted to acquire as part of its participation in the Backstop Commitment. Further, Efanur, with the consent of Investco 2, may be permitted to purchase a portion of the convertible
promissory note and loan agreement (the Note) entered into by the Issuer with Investco 2, pursuant to which Investco 2 loaned the Issuer $7,220,443 subject to the terms and conditions included therein.
Item 5. Interest in Securities of the Issuer
Item 5 is amended to replace (a) and (b) as follows:
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