Apple Hospitality REIT, Inc. - Form 8-K Summary
Business Context and Reporting Period
This Current Report on Form 8-K was filed by Apple Hospitality REIT, Inc. on July 13, 2016. The filing addresses the entry into a material definitive agreement regarding the proposed merger with Apple REIT Ten, Inc. ("Apple Ten").
Key Financial Metrics
This filing does not contain financial statements, revenue, profit, cash flow, margin, debt, or liquidity metrics. It is a disclosure of a corporate transaction amendment.
Material Changes and Transaction Details
On July 13, 2016, the Company, Apple Ten, and 34 Consolidated, Inc. entered into a First Amendment to the Agreement and Plan of Merger originally signed on April 13, 2016. The Amendment includes the following key changes:
- Related Party Contracts: Conforms language regarding the termination of related party contracts to align with the Termination Agreement dated April 13, 2016, ensuring termination is effective immediately after the Merger's effective time.
- Appraisal Rights Condition: Clarifies that the closing condition regarding appraisal rights is met if dissenting shares do not exceed 5% of Apple Ten common shares outstanding immediately prior to the effective time of the Merger.
- State Law Compliance: Restates the plan of merger to incorporate immaterial changes required by applicable state law.
Guidance, Outlook, and Risks
The filing includes standard forward-looking statements and risk disclosures. Key risks and contingencies identified include:
- Failure to obtain required shareholder approvals for the merger.
- Failure to satisfy or waive other conditions in the Merger Agreement.
- Risk that the merger may not be completed in the expected timeframe or at all.
- Integration risks and the ability to effectively acquire and dispose of properties.
- Adverse changes in real estate markets, financing risks, and regulatory changes.
- Legal proceedings related to the Merger Agreement.
The definitive joint proxy statement/prospectus is not yet available, and the Registration Statement on Form S-4 has not been declared effective by the SEC.
Investor Verification Checklist
- Verify the status of the Registration Statement on Form S-4 (File No. 333-211564) and when the definitive joint proxy statement/prospectus becomes available.
- Review the full text of the First Amendment to Agreement and Plan of Merger (Exhibit 2.1) for complete legal terms.
- Monitor shareholder approval status for both Apple Hospitality REIT, Inc. and Apple Ten.
- Check for any updates regarding the 5% dissenting share threshold for appraisal rights.
- Review the Termination Agreement dated April 13, 2016, to understand the specific related party contracts being terminated.