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): June 22, 2012

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 June 22, 2012, Hampton Hotel Associates LLC (the “Borrower”) and MHI Hospitality, L.P., both affiliates of MHI Hospitality Corporation (the “Company”), entered into a Third Amendment to Commitment Letter to extend the maturity date (the “Extension”) of the approximate $8.1 million mortgage (the “Mortgage Loan”) on the Crowne Plaza Hampton Marina hotel property with TowneBank (the “Lender”), from June 30, 2012 to June 30, 2013 (the “Extension Period”).

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

• the interest rate applicable to the Mortgage Loan will be 4.55% over LIBOR with an interest rate floor of 5.00%; and

• Borrower will pay to Lender monthly interest payments plus monthly principal payments of $16,000.

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

• Borrower paid to Lender an extension fee of approximately $20,100; and

• Borrower shall make quarterly principal payments to Lender of $200,000 each on July 1, 2012, October 1, 2012, January 1, 2013 and April 1, 2013.

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 June 26, 2012, the Company issued a press release announcing the Extension to the maturity date of the Mortgage Loan on the Crowne Plaza Hampton Marina. 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 June 26, 2012, announcing the Extension to the maturity date of the Mortgage Loan on the Crowne Plaza Hampton Marina.

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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: June 26, 2012

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 June 26, 2012, announcing the Extension to the maturity date of the Mortgage Loan on the Crowne Plaza Hampton Marina.

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EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

TUESDAY, JUNE 26, 2012

MHI HOSPITALITY CORPORATION EXTENDS MORTGAGE ON CROWNE PLAZA HAMPTON MARINA HOTEL

Williamsburg, Virginia – June 26, 2012 – MHI Hospitality Corporation (NASDAQ: MDH) (the “Company”) announced today that the Company has extended the scheduled maturity date of the approximate $8.1 million mortgage on the Crowne Plaza Hampton Marina Hotel with TowneBank (the “Lender”). The new maturity date is June 30, 2013.

The maturity date was extended through a Third Amendment to Commitment Letter. The Company has agreed to make quarterly principal payments to the Lender of $200,000 each on July 1, 2012, October 1, 2012, January 1, 2013 and April 1, 2013. No other changes were made to the terms of the loan.

The full service waterfront hotel is located in downtown Hampton, Virginia, part of the Greater Norfolk metropolitan area, a Top 25 MSA. The property features 21,000 square feet of retail space, 7,600 square feet of flexible meeting space, a roof-top pool and a four-story, 300 car parking garage.

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 2,113 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. 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

(757) 229-5648