HPT SN Holding, Inc. entered into an agreement to acquire Red Lion Hotels Corporation (NYSE:RLH) for approximately $90 million on December 30, 2020. Under the terms of the agreement, holders of Red Lion Hotels common stock will receive $3.5 per share in cash. The Merger Agreement also provides that each restricted stock unit and performance stock unit of Red Lion issued and outstanding immediately prior to the Merger Effective Time will, whether vested or unvested be cancelled and converted into a right to receive, with respect to each share of Red Lion Common Stock underlying such Red Lion restricted stock unit or such converted and prorated Red Lion performance stock unit, as applicable, the Red Lion Per Share Merger Consideration. Sonesta expects to fund this transaction with cash-on-hand and/or through capital contributions from its shareholders. Sonesta has obtained equity financing for the purpose of financing the transactions contemplated by the Merger Agreement. ABP Trust, a Maryland statutory trust, has committed to capitalize Sonesta at the closing with an aggregate equity contribution in an amount of approximately $90 million, subject to the terms and conditions set forth in an equity commitment letter. The merger agreement also requires Red Lion to pay Sonesta a $2.5 million termination fee. If the Merger is consummated, the Red Lion Common Stock will be delisted from the New York Stock Exchange and deregistered under the Securities Exchange Act of 1934. The transaction is subject to Red Lion Shareholder Approval. The agreement has been unanimously approved by the Red Lion Hotels Board of Directors. The transaction is not contingent on receipt of financing by Sonesta. The transaction is expected to close in the first half of 2021. Laurie A. Grasso and Steven M. Haas of Hunton Andrews Kurth LLP acted as legal advisor to Sonesta. Sean Griffiths of Gibson, Dunn & Crutcher LLP and Fox Rothschild LLP acted as legal advisors, Jefferies LLC acted as lead financial advisor and fairness opinion provider and CS Capital Advisors, LLC acted as financial advisor to Red Lion. Red Lion agreed to pay Jefferies for its financial advisory services in connection with the merger an aggregate fee of $2.5 million, $1 million of which was payable upon delivery of Jefferies’ opinion to the Red Lion Board, and the remaining balance of which is contingent upon the consummation of the merger. Innisfree M&A Inc. acted as an information agent for Red Lion Hotels and will be paid a fee of approximately $15,000, plus reimbursement of out-of-pocket expenses. American Stock Transfer & Trust Company, LLC acted as information agent to Red Lion Hotels. HPT SN Holding, Inc. completed the acquisition of Red Lion Hotels Corporation (NYSE:RLH) on March 17, 2021. The consideration of the transaction will be paid in in an all-cash transaction. Keith Pierce is joining Sonesta as Executive Vice President, President of Franchise & Development effective March 18, 2021. John J. Russell, Jr., Chief Executive Officer of RLH, will continue to support Sonesta leadership through the transition until April 30, 2021. Pursuant to the terms of the merger agreement, R. Carter Pate, Frederic F. Brace, Linda C. Coughlin, Ted Darnall, Janet L. Hendrickson, Joseph B. Megibow and Kenneth R. Trammell, the directors of Red Lion Hotels ceased serving as members of the board of directors and each committee thereof, and Adam D. Portnoy, Jennifer B. Clark and John G. Murray became the directors of Red Lion following the consummation of the merger.