8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): August 1, 2011

MHI HOSPITALITY CORPORATION

(Exact Name of Registrant as Specified in its Charter)

Maryland	333-118873	20-1531029
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

410 W. Francis Street

Williamsburg, Virginia 23185

(757) 229-5648

(Address, including Zip Code and Telephone Number, including

Area Code, of Principal Executive Offices)

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))

Item 1.01. Entry into a Material Definitive Agreement.

On August 1, 2011, MHI Jacksonville LLC (the “Borrower”) and other affiliates of MHI Hospitality Corporation (the “Company”), entered into a First Amendment to Loan Agreement, First Amendment to Promissory Note and other loan documents to extend the maturity date (the “Extension”) of the $18.0 million mortgage (the “Mortgage Loan”) on the Crowne Plaza Jacksonville Riverfront hotel property with PNC Bank, National Association, in its capacity as trustee of the AFL-CIO Building Investment Trust (the “Lender”), from July 22, 2011 to January 22, 2013 (the “Extension Period”).

During the Extension Period, and pursuant to the loan documents:

• the interest rate applicable to the Mortgage Loan will be fixed at 8.0%; and

• Lender has waived certain covenants requiring Borrower to further pay down principal under certain circumstances.

In order to effect the Extension, and pursuant to the loan documents:

• Borrower tendered to Lender the sum of $4.0 million as principal curtailment of the Mortgage Loan. Lender applied such principal curtailment against the original amount outstanding under the Mortgage Loan, thus reducing the Mortgage Loan’s current outstanding principal amount to $14.0 million.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth under Item 1.01 of this report is incorporated herein by reference.

Item 7.01. Regulation FD Disclosure.

On August 1, 2011, the Company issued a press release announcing the Extension to the maturity date of the Mortgage Loan on the Crowne Plaza Jacksonville Riverfront. A copy of the press release is furnished as Exhibit 99.1 hereto.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

99.1 Press Release of MHI Hospitality Corporation dated August 1, 2011, announcing the Extension to the maturity date of the Mortgage Loan on the Crowne Plaza Jacksonville Riverfront.

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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.

Date: August 1, 2011

MHI HOSPITALITY CORPORATION
By:	/s/ Andrew M. Sims
	Andrew M. Sims Chief Executive Officer

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Exhibit List

99.1 Press Release of MHI Hospitality Corporation dated August 1, 2011, announcing the Extension to the maturity date of the Mortgage Loan on the Crowne Plaza Jacksonville Riverfront.

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EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

MONDAY, AUGUST 1, 2011

MHI HOSPITALITY CORPORATION EXTENDS MORTGAGE ON

CROWNE PLAZA JACKSONVILLE RIVERFONT

Williamsburg, VA – August 1, 2011 – MHI Hospitality Corporation (NASDAQ: MDH) (the “Company”) announced today that the Company has extended the maturity date of the mortgage on its Crowne Plaza Jacksonville Riverfront hotel until January 22, 2013. The mortgage is held by PNC Bank, National Association, in its capacity as trustee of the AFL-CIO Building Investment Trust (the “Lender”). As part of the agreement, the Company will pay down the principal balance by $4.0 million to $14.0 million and the Lender has waived certain covenants requiring borrower to further pay down principal under certain circumstances. The loan will remain interest-only at a fixed interest rate of 8.0%.

About MHI Hospitality Corporation

MHI Hospitality Corporation is a self-managed and self-administered lodging REIT focused on the acquisition, renovation, upbranding and repositioning of upscale to upper upscale full-service hotels in the Mid-Atlantic and Southern United States. Currently, the Company’s portfolio consists of investments in ten hotel properties, nine of which are wholly-owned and comprise 2,110 rooms. All of the Company’s wholly-owned properties operate under the Hilton Worldwide, InterContinental Hotels Group and Starwood Hotels and Resorts brands. The Company has a 25.0 percent interest in the Crowne Plaza Hollywood Beach Resort. The Company also has a leasehold interest in the common area of Shell Island Resort, a resort condominium property. MHI Hospitality Corporation was organized in 2004 and is headquartered in Williamsburg, Virginia. For more information please visit www.mhihospitality.com.

Contact at the Company:

Scott Kucinski

Director – Investor Relations

MHI Hospitality Corporation

410 West Francis Street

Williamsburg, Virginia 23185

(757) 229-5648