Business Context and Reporting Period
This Form 8-K Current Report was filed by Apple REIT Nine, Inc. on September 9, 2013. The filing details a material definitive agreement involving Apple REIT Seven, Inc., Apple REIT Eight, Inc., and Apple REIT Nine, Inc. (collectively, the "Companies"). The report concerns a proposed merger structure where Apple Nine will acquire all outstanding shares of Apple Seven and Apple Eight.
Key Financial Metrics
The filing text does not provide specific financial metrics such as revenue, profit, cash flow, margins, debt, or liquidity. This report focuses exclusively on the legal and structural aspects of a corporate merger agreement.
Material Changes Versus Prior Period
The primary material change reported is the execution of a First Amendment to the Agreement and Plan of Merger dated August 7, 2013. The Amendment alters the surviving entity structure of the proposed mergers:
- Previous Structure: Apple Seven and Apple Eight were to be the surviving corporations in their respective mergers with acquisition subsidiaries.
- New Structure: Apple Seven and Apple Eight will merge into Seven Acquisition Sub, Inc. and Eight Acquisition Sub, Inc., respectively, with the acquisition subsidiaries becoming the surviving corporations.
Guidance, Outlook, and Risks
Outlook and Status: Apple Nine filed a Registration Statement on Form S-4 with the SEC on September 11, 2013, which includes a preliminary joint proxy statement/prospectus. The registration statement has not yet been declared effective by the SEC and may be amended. The definitive proxy statement/prospectus is not currently available.
Risks and Contingencies: The filing explicitly states that the communication does not constitute an offer to sell or a solicitation of an offer to buy securities. Investors are urged to read the definitive joint proxy statement/prospectus before making any voting or investment decisions, as it contains important information about the companies and the mergers.
Important Facts for Investor Verification
- Verify the final terms of the merger in the definitive joint proxy statement/prospectus once filed and declared effective by the SEC.
- Confirm the status of the Form S-4 Registration Statement (File No. 333-191084) regarding its effectiveness.
- Review the ownership of securities by executive officers and directors as detailed in the upcoming proxy materials.
- Note that the merger structure was amended to change the surviving entities from the operating REITs to the acquisition subsidiaries.