8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event Reported): September 3, 2019

RED LION HOTELS CORPORATION

(Exact Name of Registrant as Specified in Charter)

Washington	001-13957	91-1032187
(State or Other Jurisdiction of Incorporation)	(Commission file number)	(I.R.S. Employer Identification No.)

1550 Market St. #350, Denver, Colorado 80202

(Address of Principal Executive Offices)

(509) 459-6100

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock	RLH	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 7.01 Regulation FD Disclosure.

On September 3, 2019, Red Lion Hotels Corporation (the “Company”), doing business as RLH Corporation, issued a press release announcing the execution of non-binding sale agreements for the sale of its Atlanta, Salt Lake City, and Washingotn D.C. hotels.    

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit Number	Description
99.1	Press Release dated September 3, 2019

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.

Red Lion Hotels Corporation

/s/ Julie Shiflett

Julie Shiflett

Executive Vice President

Chief Financial Officer and Treasurer

Date: September 3, 2019

EX-99.1

Exhibit 99.1

RLH SECURES NON-BINDING SALE AGREEMENTS FOR THREE HOTELS

Enters Agreements to Sell Hotels in Atlanta, Salt Lake City and Washington D.C.

- Increases Range of Net Proceeds to RLHC to $35 to $45 Million -

DENVER (September 3, 2019) — RLH Corporation (NYSE:RLH) announced that it has entered into non-binding sale agreements for its Red Lion Hotel Atlanta Airport, Hotel RL Washington D.C. and Hotel RL in Salt Lake City for an aggregate $64 million in gross proceeds. The transactions, which are subject to due diligence, financing contingencies and customary closing conditions, are expected to close by year-end. The sales are part of the Company’s ongoing hotel asset disposition program.

Each of these properties are held in joint ventures, of which the Company owns 55%. Net proceeds to the Company will be used to repay property level and corporate level debt. The Red Lion Hotel Atlanta will not be retaining the Red Lion flag. It is anticipated that the Hotel RL Washington D.C. and the Hotel RL Salt Lake City will retain their Red Lion flag during a transition period, to be determined, as the new property owners pursue a change in use. In addition to these three agreements, the Company is continuing its process to secure the sale of the Red Lion Hotel Anaheim.

Greg Mount, Chief Executive Officer commented on the transactions, “We’re pleased to announce the impending sale of three of our joint venture properties, including Salt Lake City which is not currently being formally marketed. These transactions are a continuation of our real estate marketing and disposition program as we focus on our franchise and branding strategy. We are encouraged by the renewed interest in our remaining owned hotels and will continue to work to successfully close on those assets in a manner that maximizes their value.”

The Company is increasing its previously communicated expectation for net sales proceeds to $35 to $45 million from $30 to $40 million. The net proceeds range reflects RLH’s portion of the funds received upon completion of the sales for all of its owned hotels. While the Company is diligently pursuing the sales of its owned hotel assets, it can make no guarantees that the transactions will close.

To learn more about franchising with RLH Corporation, visit franchise.rlhco.com. We don’t wait for the future. We create it.

Forward Looking Statements

This press release contains forward-looking statements within the meaning of federal securities law, including statements concerning plans, objectives, goals, strategies, projections of future events or performance and underlying assumptions (many of which are based, in turn, upon further assumptions). The forward-looking statements in this press release are inherently

subject to a variety of risks and uncertainties that could cause actual results to differ materially from those expressed. Such risks and uncertainties include, among others, economic cycles; international conflicts; changes in future demand and supply for hotel rooms; competitive conditions in the lodging industry; relationships with franchisees and properties; impact of government regulations; ability to obtain financing; changes in energy, healthcare, insurance and other operating expenses; ability to sell non-core assets; ability to locate lessees for rental property; dependency upon the ability and experience of executive officers and ability to retain or replace such officers as well as other matters discussed in the Company’s annual report on Form 10-K for the year ended December 31, 2018, and in other documents filed by the Company with the Securities and Exchange Commission. The Company undertakes no intent or obligation to publicly update or revise any forward-looking statements.

About RLH Corporation

RLH Corporation is an innovative hotel company focused on the franchising of upscale, midscale and economy hotels. The company maximizes return on invested capital for hotel owners across North America through relevant brands, industry-leading technology and forward-thinking services. For more information, please visit the company’s website at www.rlhco.com.

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Investor Relations Contact:

Evelyn Infurna

Investor Relations

203-682-8265

investorrelations@rlhco.com