Xenia Hotels & Resorts : Equity distribution agreement (Form 8-K)
May 21, 2021 at 07:07 am EDT
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On May 21, 2021, Xenia Hotels & Resorts, Inc. (the 'Company') entered into Amendment No. 3 (the 'Amendment') to its equity distribution agreement dated March 2, 2018, as amended by Amendment No. 1 on February 27, 2019, and as further amended by Amendment No. 2 on August 19, 2020 (collectively, the 'equity distribution agreement'), with Wells Fargo Securities, LLC, Robert W. Baird & Co. Incorporated, Jefferies LLC, KeyBanc Capital Markets Inc. and Raymond James & Associates, Inc. (each, an 'agent' and, collectively, the 'agents') relating to shares of the Company's common stock, $0.01 par value per share ('Common Stock'), to replenish shares of Common Stock previously sold under the equity distribution agreement. Pursuant to the equity distribution agreement, as amended, the Company may from time to time offer and sell additional shares of Common Stock having an aggregate offering price of up to $200,000,000 (the 'Shares') through the agents, as the Company's sales agents, or directly to the agents, acting as principals.
Any Shares the Company determines to issue in the future under the equity distribution agreement, as amended, will be issued pursuant to the Company's shelf registration statement on Form S-3(File No. 333-248120)filed with the Securities and Exchange Commission ('SEC') on August 19, 2020 and a new prospectus supplement filed with the SEC on May 21, 2021.
This Current Report on Form 8-Kshall 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 foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment, which is filed as Exhibit 1.1 to this Current Report on Form 8-Kand incorporated herein by reference. In connection with the filing of the prospectus supplement, the Company is filing as Exhibit 5.1 to this Current Report on Form 8-Kan opinion of its counsel, Venable LLP, regarding certain matters of Maryland law, including the validity of the Shares.
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Xenia Hotels & Resorts Inc. published this content on 21 May 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 21 May 2021 11:06:01 UTC.
Xenia Hotels & Resorts, Inc. is a self-advised and self-administered real estate investment trust (REIT) that invests in luxury and upper upscale hotels and resorts with a focus on the top 25 lodging markets as well as leisure destinations in the United States. The Company owns approximately 32 hotels and resorts comprising 9,514 rooms across 14 states. The Company's hotels are in the luxury and upper upscale segments, and are operated and/or licensed by Marriott, Hyatt, Kimpton, Fairmont, Loews, Hilton, The Kessler Collection, and Davidson. Its hotels include Andaz Napa; Andaz San Diego; Andaz Savannah; Bohemian Hotel Savannah Riverfront, Autograph Collection; Fairmont Dallas; Fairmont Pittsburgh; Grand Bohemian Hotel Charleston, Autograph Collection; Grand Bohemian Hotel Mountain Brook, Autograph Collection; Grand Bohemian Hotel Orlando, Autograph Collection; Hyatt Centric Key West Resort & Spa; Hyatt Regency Grand Cypress, and Hyatt Regency Portland at the Oregon Convention Center.
XENIA HOTELS & RESORTS, INC. 
