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Section 1: 8-K (FORM 8-K)




Washington, D.C. 20549









Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


Date of Report (Date of earliest event reported): April 12, 2019



(Exact name of registrant as specified in its charter)







(State or other jurisdiction

of incorporation)


(Commission File Number)


(I.R.S. Employer

Identification Number)


814 East Main Street, Richmond, Virginia



(Address of principal executive offices)


(Zip Code)


(804) 344-8121

(Registrant’s telephone number, including area code)


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:


Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


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.      ☐





Apple Hospitality REIT, Inc. (which is referred to below as the “Company”) is filing this report in accordance with Item 8.01 of Form 8-K.


Item 8.01. Other Events.


On April 12, 2019, the Company provided notice of its termination, effective April 11, 2019, of the Equity Distribution Agreement, dated as of February 28, 2017 (the “Equity Distribution Agreement”), by and among the Company and Robert W. Baird & Co. Incorporated, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Canaccord Genuity Inc., FBR Capital Markets & Co., Jefferies LLC, KeyBanc Capital Markets Inc. and Scotia Capital (USA) Inc. (collectively, the “Sales Agents”). As previously reported, pursuant to the terms of the Equity Distribution Agreement, the Company could offer and sell up to an aggregate sales price of $300,000,000 of its common shares, no par value per share (the “Common Shares”), from time to time through the Sales Agents. The Company is not subject to any termination penalties related to the termination of the Equity Distribution Agreement. Prior to termination, the Company sold approximately $139.8 million of Common Shares pursuant to the Equity Distribution Agreement.










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.



Apple Hospitality REIT, Inc.




/s/ Justin G. Knight


Justin G. Knight

President and Chief Executive Officer




April 16, 2019





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