Business Context and Reporting Period
This Form 8-K is filed by Apple REIT Nine, Inc. (a subsidiary of Apple Hospitality REIT, Inc.) for the reporting period of September 11, 2008. The filing discloses the entry into a material definitive agreement regarding the potential acquisition of a hotel property.
Key Financial Metrics and Transaction Details
- Target Asset: Residence Inn by Marriott hotel located in Beaumont, Texas, containing 133 guest rooms.
- Purchase Price: $16,900,000.
- Initial Deposit: $100,000 (refundable during the review period).
- Funding Source: Proceeds from the Company's ongoing offering of Units (one common share and one Series A preferred share).
- Review Period End Date: October 6, 2008.
Material Changes and Transaction Status
The Company has entered a purchase contract with RI Beaumont Property, L.P. The transaction is contingent upon the satisfaction of several closing conditions, which currently remain unsatisfied. These conditions include the seller's compliance with covenants, obtaining third-party consents, and the termination of existing management/franchise agreements in favor of new agreements with the Company's subsidiaries. The purchasing subsidiary retains the right to terminate the contract for any reason during the review period ending October 6, 2008, with a full refund of the deposit.
Outlook, Risks, and Contingencies
There is no assurance that the acquisition will close. The Company may terminate the agreement if due diligence reveals unfavorable facts or if closing conditions are not met. If the contract is terminated after the review period without cause related to the seller's failure to satisfy conditions, the deposit may be forfeited to the seller. The filing explicitly states that the transaction is not guaranteed as of the report date.
Key Facts for Investor Verification
- Verify the status of the closing conditions, specifically the execution of new management and franchise agreements.
- Confirm whether the review period (ending October 6, 2008) has concluded and if the Company elected to proceed or terminate.
- Monitor the Company's ongoing Unit offering to ensure sufficient capital remains available to fund the $16.9 million purchase price.
- Check for any subsequent filings indicating the finalization or abandonment of the Beaumont, Texas acquisition.