RED LION HOTELS CORPORATION (NYSE:RLH) Files An 8-K Entry into a Material Definitive Agreement

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RED LION HOTELS CORPORATION (NYSE:RLH) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01. Entry Into a Material Definitive Agreement

On April17, 2018 Red Lion Hotels Corporation (the “Company”) entered into a commitment letter with Columbia Pacific Opportunity Fund, L.P. (“CP”) that describes the general terms and conditions for a single advance term loan of $20,000,000 to the Company, which the Company may use to partially finance the acquisition of all of the outstanding equity interests of Knights Franchise Systems, Inc. by its wholly owned subsidiary, Red Lion Hotels Franchising, Inc. (the “Knights Acquisition”).Upon execution of the commitment letter, the Company paid CP a non-refundable commitment fee of $200,000, and has agreed to reimburse CP for all reasonable out-of-pocket costs and expenses, including reasonable legal fees, whether or not the loan is funded. Closing the loan is at the sole option of the Company, and conditions to closing include negotiation and execution of a credit agreement, guaranty agreement, security agreements, and other customary documentation. The commitment automatically terminates on May31, 2018 if the Company has not closed the loan prior to that date.

Mr.AlexanderB. Washburn, a member of the Company’s Board of Directors, is a managing member of Columbia Pacific Advisors, LLC, the investment manager and general partner of CP. Columbia Pacific Advisors has beneficial ownership of 1,510,105 shares of the Company’s common stock held by CP, and 442,533 shares of common stock subject to a warrant held by an entity in which an affiliate of CP holds an indirect interest. CP is also an investor in Shelbourne Falcon, which holds a 45% interest in RL Venture, LLC, a variable interest entity in which the Company holds a 55% interest and therefore consolidates the assets, liabilities and results of operations. See Note 15 to the Notes to Consolidated Financial Statements in the Company’s 10-K for the year ended December31, 2017.

Item 1.01 Regulation FD Disclosure

On April19, 2018, the Company engaged Deutsche Bank Securities, Inc. to assist the Company in arranging a $40million senior secured credit facility which, if established prior to the closing of the Knights Acquisition, would be used by the Company to finance the Knights Acquisition in lieu of the CP term loan described in Item 1.01 above.


About RED LION HOTELS CORPORATION (NYSE:RLH)

Red Lion Hotels Corporation (RLHC) is a hospitality and leisure company. The Company is engaged in the franchising, management and ownership of hotels under the brands, including Hotel RL, Red Lion Hotel, Red Lion Inn & Suites, GuestHouse and Settle Inn & Suites (collectively the RLHC Brands). The RLHC brands represent upscale, midscale and economy hotels. The Company’s segments include company operated hotel segment, franchised hotels segment, entertainment segment and other. The hotels segment is engaged in guest room rentals, and food and beverage operations at its operated hotels. The franchised hotels segment is engaged in licensing its brands to franchisees. It offers various programs, which include its reservation system, guest loyalty program, national and regional sales, revenue management tools, quality inspections, advertising and brand standards. The entertainment segment consists of its WestCoast Entertainment and TicketsWest operations.

RED LION HOTELS CORPORATION (NYSE:RLH) Recent Trading Information

RED LION HOTELS CORPORATION (NYSE:RLH) closed its last trading session 00.00 at 10.25 with shares trading hands.