UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Apple Hospitality REIT, Inc. (the “Company”) is filing this report in accordance with Items 8.01 and 9.01 of Form 8-K.
8.01 Other Events.
On February 23, 2024, the Company entered into an equity distribution agreement (the “Equity Distribution Agreement”) with Jefferies LLC, B. Riley Securities, Inc., Robert W. Baird & Co. Incorporated, BMO Capital Markets Corp., BofA Securities, Inc., BTIG, LLC, KeyBanc Capital Markets Inc., Regions Securities LLC, SMBC Nikko Securities America, Inc., Scotia Capital (USA) Inc., Truist Securities, Inc. and Wells Fargo Securities, LLC (collectively, the “Agents”), pursuant to which the Company may sell, from time to time, up to an aggregate sales price of $500,000,000 of its common shares, no par value per share (the “Common Shares”) through the Agents (the “ATM Program”).
Any Common Shares sold in the offering will be issued pursuant to a prospectus dated February 23, 2022, and a prospectus supplement filed with the Securities and Exchange Commission (the “SEC”) on February 23, 2024, in connection with one or more offerings of shares under the automatic shelf registration statement on Form S-3ASR (Registration No. 333-262915) filed with the SEC on February 23, 2022. Sales of Common Shares made pursuant to the Equity Distribution Agreement, if any, may be sold by any method permitted by law deemed to be an “at the market” offering as defined in Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), including without limitation, directly on the New York Stock Exchange or sales made to or through a market maker, or, if agreed by the Company and the Agents, by any other method permitted by law, including but not limited to in privately negotiated transactions. The Company intends to use the net proceeds from such sales for general corporate purposes, which may include, among other things, to repay outstanding borrowings under its $650 million revolving credit facility, acquisitions of additional properties, the repayment of other outstanding indebtedness, capital expenditures, improvement of properties in its portfolio and working capital. The Company may also use the net proceeds to acquire another REIT or other company that invests in income producing properties.
The compensation to each Agent will be a mutually agreed commission that will not exceed, but may be lower than, 2.0% of the gross proceeds from the sale of the Common Stock sold through it as the Company’s agent pursuant to the Equity Distribution Agreement.
The Company made certain customary representations, warranties and covenants concerning the Company and the Common Shares in the Equity Distribution Agreement and also agreed to indemnify the Agents against certain liabilities, including liabilities under the Securities Act. A copy of the Equity Distribution Agreement is filed as Exhibit 1.1 to this Current Report on Form 8-K and the foregoing description of the material terms of the Equity Distribution Agreement in this Item 8.01 are qualified in its entirety by reference to such exhibit, which is incorporated herein by reference.
From time to time, the Company has had customary commercial and/or investment banking relationships with the Agents and/or certain of their affiliates.
In connection with the entry into the Equity Distribution Agreement and the commencement of the ATM Program, the Company terminated its “at-the-market” equity offering program pursuant to the Company’s prior equity distribution agreement, dated August 12, 2020, as amended February 23, 2022. As of its termination, shares of Common Stock having an aggregate offering price of approximately $5.3 million were unsold under such prior equity distribution agreement.
This Current Report on Form 8-K shall not constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Apple Hospitality REIT, Inc. | ||
| By: | /s/ Justin G. Knight | |
| Justin G. Knight Chief Executive Officer | ||
| February 23, 2024 | ||