Xenia Hotels & Resorts, Inc. (NYSE:XHR) Files An 8-K Other EventsItem 9.01. Other Events.
In connection with the commencement of a “continuous equity offering” under which Xenia Hotels & Resorts, Inc. ("the Company") may sell up to an aggregate of $200 million of its common stock, $0.01 par value per share (the “Shares”), from time to time in “at the market” offerings (the “Offering”), on March 2, 2018, the Company filed with the Securities and Exchange Commission (the “SEC”) a prospectus supplement (the “Prospectus Supplement”). The Company may sell the Shares in amounts and at times to be determined by the Company from time to time but has no obligation to sell any of the Shares in the Offering. Actual sales will depend on a variety of factors to be determined by the Company from time to time, including (among others) market conditions, the trading price of the Company’s common stock, capital needs and determinations by the Company of the appropriate sources of funding for the Company.
The Offering will occur to an equity distribution agreement (the “Agreement”) entered into by the Company and XHR LP (the “Operating Partnership”) with Wells Fargo Securities, LLC, Robert W. Baird & Co. Incorporated, Jefferies LLC, KeyBanc Capital Markets Inc., and Raymond James & Associates, Inc., as agents and/or principals for the offer and sale of the Shares (each, individually, an “Agent”, and together, the “Agents”). The Company intends to contribute the net proceeds from the Offering to the Operating Partnership. The Operating Partnership intends to use the net proceeds from the Offering for general corporate purposes, which may include repaying amounts outstanding from time to time under its revolving credit facility, working capital and capital expenditures, and potential future acquisitions.
Sales of the Shares, if any, under the Agreement may be made in transactions that are deemed to be an “at the market offering” as defined in Rule 415 under the Securities Act of 1933, as amended, including (1) by means of ordinary brokers' transactions on the New York Stock Exchange at market prices prevailing at the time of sale, in negotiated transactions or as otherwise agreed by the Company, the applicable Agent and the applicable investor, (2) to or through any market maker or (3) on or through any other national securities exchange or facility thereof, trading facility of a securities association or national securities exchange, alternative trading system, electronic communication network or other similar market venue. The Offering of the Shares to the Agreement will terminate upon the earlier of (1) the sale of Shares subject to the Agreement having an aggregate gross sales price of $200 million and (2) the termination of the Agreement by the Company or by the Agents. In addition, the Company or any of the Agents may at any time suspend the offering or terminate the Agreement to the terms of the Agreement.
The Agreement provides that an Agent will be entitled to compensation that will not exceed, but may be lower than, 2% of the gross sales price of any of the Shares sold through it as Agent. Under the terms of the Agreement, the Company may also sell Shares to each of the Agents, as principal, at a price agreed upon at the time of sale. If the Company sells Shares to any Agent as principal, it will enter into a separate terms agreement with the Agent, setting forth the terms of such transaction.
The Shares will be issued to the Prospectus Supplement and the Company’s shelf registration statement on Form S-3 (File No. 333-220400), which was filed with the SEC, and became effective on, September 8, 2017. This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy any security nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.
The Agreement is filed as Exhibit 1.1 to this Current Report on Form 8-K. The description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the Agreement filed as an exhibit to this Current Report on Form 8-K and incorporated herein by reference.
Venable LLP issued its opinion with respect to the legality of the Shares that may be issued to the Agreement, which opinion is attached hereto and incorporated herein by reference as Exhibit 5.1.
Item 9.01.Financial Statements and Exhibits.
Equity Distribution Agreement dated March 2, 2018.
Opinion of Venable LLP
Consent of Venable LLP (contained in opinion filed as Exhibit 5.1 hereto).
Xenia Hotels & Resorts, Inc. ExhibitEX-1.1 2 ex11equitydistributionagre.htm EXHIBIT 1.1 Exhibit XENIA HOTELS & RESORTS,…To view the full exhibit click
About Xenia Hotels & Resorts, Inc. (NYSE:XHR)
Xenia Hotels & Resorts, Inc. is a real estate investment trust. The Company invests primarily in premium full service, lifestyle and urban upscale hotels. The Company’s segment is investment in hotel properties. The Company conducts its operations through its operating partnership, XHR LP. The Company owns approximately 50 lodging properties, with a total of over 12,550 rooms. Its properties are located in various regions, such as South Atlantic, including Georgia, Florida, Maryland and Virginia; West South Central, including Louisiana and Texas; Pacific, including Oregon and Hawaii; Mountain, including Arizona, Colorado and Utah, and other, including Iowa, Kentucky, Missouri and Pennsylvania. Its hotels are operated under various brands, such as Marriott International, Inc.; Hilton Worldwide Inc.; The Kimpton Hotel & Restaurant Group Inc.; Hyatt Hotels Corporation; Starwood Hotels and Resorts Worldwide, Inc.; Aston Hotels & Resorts LLC; Fairmont Hotels & Resorts, and Loews Hotels.