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Section 1: 8-K (8-K)

8K September 23

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

September 23, 2019

Date of report (Date of earliest event reported)

Condor Hospitality Trust, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Maryland

(State or Other Jurisdiction of Incorporation)



 

1-34087

52-1889548

(Commission File Number)

(IRS Employer Identification No.)

4800 Montgomery Lane, Suite 220

 

Bethesda, MD

20814

(Address of Principal Executive Offices)

(Zip Code)



 



(402) 371-2520

(Registrant’s 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):



 

 

 

 

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))



 

 

 

 

Securities registered pursuant to Section 12(b) of the Act:



 

 

 

 

Title of each class

 

Trading symbol

 

Name of each exchange on which registered

Common stock, par value $0.01 per share

 

CDOR

 

NYSE American





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 5.07.  Submission of Matters to a Vote of Security Holders.

A special meeting (the “Special Meeting”) of the shareholders of Condor Hospitality Trust, Inc. (the “Company”) was convened at 10:00 a.m. Eastern time on September 23, 2019. Of the 11,915,484 shares of the Company’s common stock, par value $0.01 per share (the “common stock”), outstanding at the close of business on August 26, 2019, the record date for the Special Meeting, 9,772,820 shares of common stock were present or represented by proxy at the Special Meeting. All 925,000 shares of the Company’s Series E Cumulative Convertible preferred stock  (the “Series E preferred stock”), outstanding at the close of business on August 26, 2019, the record date,  for the Special Meeting were present or represented by proxy at the Special Meeting.  At the Special Meeting, the Company’s shareholders voted on three matters (except that holders of the Series E preferred stock only voted upon the first matter described below):

(1) to adopt and approve (a) the Agreement and Plan of Merger (as it may be amended, supplemented or modified from time to time, the “Merger Agreement”), dated as of July 19, 2019, by and among the Company, Condor Hospitality Limited Partnership, a Virginia limited partnership (the “Operating Partnership”, and together with the Company, the “Company Parties”), NHT Operating Partnership LLC, a Delaware limited liability company (the “Parent”), NHT REIT Merger Sub, LLC, a Delaware limited liability company (the “Merger Sub”), and NHT Operating Partnership II, LLC, a Virginia limited liability company (“Merger OP” and, together with Parent and Merger Sub, the “Parent Parties”), pursuant to which Parent will acquire the Company through (i) a merger of Merger Sub with and into the Company, with the Company surviving the merger (the “Company Merger”), and (ii) a merger of Merger OP with and into the Operating Partnership, with Merger OP surviving the merger (the “Partnership Merger”, and with the Company Merger, the “Mergers”) and (b) the transactions contemplated by the Merger Agreement, including, without limitation, the Company Merger (collectively, the “Merger Proposal”);

 (2) a proposal to approve, on a non-binding, advisory basis, the specified compensation that may be paid or become payable to our named executive officers in connection with the Company Merger (the “Advisory Compensation Proposal”); and

 (3) a proposal to approve one or more adjournments of the Special Meeting to a later date or dates, if necessary or appropriate, including to solicit additional proxies if there are not sufficient votes at the time of the Special Meeting to approve the Merger Proposal (the “Adjournment Proposal”).

The final voting results for each proposal are set forth below.

Proposal One:  The Merger Proposal was approved by the requisite votes of the holders of the Company’s common stock and holders of the Company’s Series E preferred stock.  The voting results regarding this proposal are as follows:

Common Stock



 

 

 

Votes For

Votes Against

Votes Abstain

Broker Non-Votes

9,746,922

15,808

10,090

0



Series E Preferred Stock



 

 

 

Votes For

Votes Against

Votes Abstain

Broker Non-Votes

925,000

0

0

0




 

Proposal Two:  The Advisory Compensation Proposal was approved by the requisite vote of the holders of the Company’s common stock.  The voting resulting regarding this proposal are as follows:



 

 

 

Votes For

Votes Against

Votes Abstain

Broker Non-Votes

9,324,814

434,408

13,598

0



Proposal Three: The Adjournment Proposal was approved by the requisite vote of the holders of the Company’s common stock.  The voting results regarding this proposal are as follows:



 

 

 



 

 

 

Votes For

Votes Against

Votes Abstain

Broker Non-Votes

9,732,325

30,063

10,432

0



Although Proposal Three was approved, adjournment of the Special Meeting was not necessary or appropriate because the Company’s stockholders approved the Merger Proposal.

The Mergers remain subject to the satisfaction or waiver of certain closing conditions that have not yet been satisfied, including receipt of certain third-party consents and other customary closing conditions.



Item 8.01. Other Events.

On September 23, 2019, the Company issued a press release announcing the approval of the Merger Proposal by the shareholders of the Company. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.   

Item 9.01. Financial Statements and Exhibits.

(d)    Exhibits.

Exhibit No. 99.1 Press Release, dated September 23, 2019

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.



 

 



Condor Hospitality Trust, Inc.



 



 

Date:  September 23, 2019

By:

/s/ Arinn Cavey



Name: Arinn Cavey



Title: Interim Chief Financial Officer and Chief Accounting Officer



 



 


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Section 2: EX-99.1 (EX-99.1)

Exhibit 991



 

 

 

Picture 7

 

Picture 6



News Release

SHAREHOLDERS OF CONDOR HOSPITALITY TRUST APPROVE MERGER

(September 23, 2019) 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.

Contact:

Arinn Cavey

Chief Financial Officer

[email protected]

(402) 316-1008



 


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