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): October 3, 2017

Xenia Hotels & Resorts, Inc.

(Exact Name of Registrant as Specified in its Charter)

Maryland 
(State or Other Jurisdiction of Incorporation) 001-36594 
(Commission File Number) 20-0141677 
(IRS Employer Identification No.)

200 S. Orange Avenue, Suite 2700
Orlando, Florida 32801
(Address of Principal Executive Offices)

(407) 246-8100
(Registrant’s Telephone Number, Including Area Code)

 N/A
(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:

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

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

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

o Commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Emerging growth company o

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. o

Item 1.01. Entry into a Material Definitive Agreement.

On October 3, 2017, an indirect, wholly owned subsidiary of Xenia Hotels & Resorts, Inc. (the “Company”) entered into a definitive agreement to acquire the 493-room Hyatt Regency Scottsdale Resort and Spa at Gainey Ranch and the 119-room Royal Palms Resort and Spa affiliated with The Unbound Collection by Hyatt, from affiliates of Hyatt Hotels Corporation (“Hyatt”) for cash consideration of $305 million, plus customary pro-rated amounts and closing costs. The transaction was completed on October 3, 2017. In connection with the closing of the transaction, wholly owned subsidiaries of the Company entered into two individual management agreements with Hyatt to continue to manage the hotels.

The Company funded the acquisition with a combination of cash available on the Company’s balance sheet and a new $125 million senior unsecured term loan as further described under Item 8.01 below. A copy of the press release announcing the transaction is filed as Exhibit 99.1 to this report.

Item 2.01. Completion of Acquisition or Disposition of Assets.

The information required by this Item 2.01 with respect to the acquisition of the 493-room Hyatt Regency Scottsdale Resort and Spa at Gainey Ranch and the 119-room Royal Palms Resort and Spa from Hyatt is incorporated by reference from Item 1.01 of this Current Report on Form 8-K.

Item 7.01. Regulation FD Disclosure.

From time to time, senior management of the Company meets with current and potential investors and business analysts. The Company intends to use the presentation furnished as Exhibit 99.2 to this Current Report on Form 8-K, and incorporated into this Item 7.01 by reference (the “Investor Presentation”), at these meetings. The Company intends to post the Investor Presentation in the “Investor Relations” section of its website at www.xeniareit.com. The Company reserves the right to discontinue the availability of the Investor Presentation at any time.

The information furnished in this Item 7.01, including Exhibit 99.2, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, unless the Company specifically states that the information is to be considered “filed” under the Exchange Act or incorporates it by reference into a filing under the Exchange Act or the Securities Act of 1933, as amended.

Item 8.01 Other Events.

On August 14, 2017, an indirect, wholly owned subsidiary of the Company entered into a new $100 million mortgage loan collateralized by the Renaissance Atlanta Waverly Hotel & Convention Center. The loan matures in August 2024, and bears an interest rate of LIBOR plus 210 basis points.

On September 13, 2017, XHR LP, a Delaware partnership (“XHR”) entered into a $125,000,000 senior unsecured term loan agreement by and among XHR, as borrower, a syndicate of banks, as lenders, and KeyBank National Association, as administrative agent.  The senior unsecured term loan was funded on September 29, 2017, in connection with the acquisition as described under Item 1.01 above.

On October 4, 2017, an indirect, wholly owned subsidiary of the Company acquired the 365-room Ritz-Carlton Pentagon City in Arlington, Virginia for a purchase price of $105 million, plus customary pro-rated amounts and closing costs. A copy of the press release announcing the transaction is filed as Exhibit 99.3 to this report.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits.

99.1     Press release of Xenia Hotels & Resorts, Inc. dated October 4, 2017

99.2    Xenia Hotels & Resorts, Inc. Investor Presentation

99.3     Press release of Xenia Hotels & Resorts, Inc. dated October 4, 2017

SIGNATURE

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.

		Xenia Hotels & Resorts, Inc.
Date: October 4, 2017	By:	/s/ Taylor C. Kessel
	Name:	Taylor C. Kessel
	Title:	Senior Vice President, General Counsel and Secretary

	EXHIBIT INDEX
Exhibit No.	Description
99.1	Press release of Xenia Hotels & Resorts, Inc. dated October 4, 2017
99.2	Xenia Hotels & Resorts, Inc. Investor Presentation
99.3	Press release of Xenia Hotels & Resorts, Inc. dated October 4, 2017

EX-99.1

FOR IMMEDIATE RELEASE

DATE: October 4, 2017

XENIA HOTELS & RESORTS ACQUIRES HYATT REGENCY SCOTTSDALE RESORT & SPA

AT GAINEY RANCH AND ROYAL PALMS RESORT & SPA FOR $305 MILLION

Orlando, FL - October 4, 2017 - Xenia Hotels & Resorts, Inc. (NYSE: XHR) (“Xenia” or the “Company”) today announced its acquisition of Hyatt Regency Scottsdale Resort & Spa at Gainey Ranch, a 493-room upper upscale resort located in Scottsdale, Arizona, and Royal Palms Resort & Spa, a 119-room luxury resort located in Phoenix, Arizona that is part of The Unbound Collection by Hyatt. The Company acquired the two hotels from affiliates of Hyatt Hotels Corporation for a combined purchase price of $305 million, or approximately $498,350 per key. The purchase price represents an estimated 12.6x multiple on 2017 forecasted Hotel EBITDA. The Company currently forecasts that the hotels will generate approximately $6 million of Hotel EBITDA for the remainder of 2017. Additional details on the transaction can be found in the presentation posted on the Company’s website, www.xeniareit.com.

	“The acquisition of Hyatt Regency Scottsdale and Royal Palms demonstrates our continued effort to invest in high-quality, uniquely positioned, premium full service and lifestyle hotels in top lodging markets,” stated Marcel Verbaas, President and Chief Executive Officer of Xenia. “We are thrilled to have been able to add two terrific hotels in one of our target markets that benefits from many diverse demand generators. While the hotels are in good physical condition and have strong in-place cash flows, we believe we will be able to drive further growth as we work with Hyatt to continue to optimize operations, reap the
Hyatt Regency Scottsdale Resort & Spa at Gainey Ranch
benefits of the recent branding of Royal Palms and make targeted capital improvements to further upgrade both properties. The market boasts relatively low supply growth over the next several years and the combination of these two hotels, each of which are focused on different segments within the overall lodging market, positions us well to take advantage of all the unique demand drivers of the Scottsdale-area.”

Hyatt Regency Scottsdale Resort & Spa at Gainey Ranch features 493-rooms, 70,000 square feet of meeting space and impressive amenities including a 2.5-acre resort pool, eight food and beverage outlets, four tennis courts, Spa Avania and access to 27-holes of golf. Royal Palms Resort & Spa, located along the Camelback corridor, is a luxury resort that is part of The Unbound Collection by Hyatt. The property is an iconic historic hotel in the Phoenix-area with 119-rooms, 20,000 square feet of meeting space, T. Cook’s, an award-winning Mediterranean restaurant, The Mix Up Bar, and the Alvadora Spa. The Scottsdale/Paradise Valley market is the top performing tract in the Greater Phoenix region due to its national and international recognition as a premier meeting and resort destination. Downtown Scottsdale is among the most unique urban centers, as it is home to acclaimed dining, entertainment and nightlife, while being only minutes from mountain ranges and outdoor activities.
	Hyatt Regency Scottsdale Resort & Spa at Gainey Ranch
	Royal Palms Resort & Spa
Both hotels will continue to be managed by Hyatt. Following this transaction, Hyatt manages eight hotels for Xenia. “We are excited to have found additional opportunities to expand our relationship with Hyatt, including our first acquisition affiliated with The Unbound Collection by Hyatt,” continued Mr. Verbaas. “The Unbound Collection by Hyatt fits well into our overall strategy of owning unique, experience-driven lifestyle hotels and we look forward to blending this brand into our portfolio of hotels.”

"We are proud to further grow our portfolio with Xenia, as we work together to advance Hyatt's asset recycling strategy," said Steve Haggerty, global head of capital strategy and franchising for Hyatt. “With Xenia, we look forward to continue delivering the exceptional service and experiences for which these two iconic Arizona resorts are known.” The acquisition was funded with a combination of cash available on the Company’s balance sheet, a new $100 million mortgage loan, and a new $125 million senior unsecured term loan. The new mortgage loan is collateralized by the Renaissance Atlanta Waverly Hotel & Convention Center, matures in August	Royal Palms Resort & Spa
2024, and bears an interest rate of LIBOR plus 210 basis points. The new term loan matures in September 2024 and bears an interest rate based on a pricing grid with a range of 170 to 255 basis points plus LIBOR, determined by the Company’s leverage ratio. Based on the Company’s pro forma leverage ratio, the current effective interest rate is LIBOR plus 170 basis points. The term loan also includes an accordion option that allows the Company to request additional lender commitments up to a total of $125 million.
About Xenia Hotels & Resorts, Inc. Xenia Hotels & Resorts, Inc. is a self-advised and self-administered REIT that invests primarily in premium full service and lifestyle hotels, with a focus on the top 25 U.S. lodging markets as well as key leisure destinations in the United States. The Company owns 39 hotels, including 37 wholly owned hotels, comprising 11,533 rooms, across 18 states and the District of Columbia. Xenia’s hotels are primarily in the luxury and upper upscale segments, and operated and/or licensed by industry leaders such as Marriott®, Hyatt®, Kimpton®, Aston®, Fairmont®, Hilton®, and Loews®, as well as leading independent management companies including Sage Hospitality, The Kessler Collection, Urgo Hotels & Resorts, and Davidson Hotels & Resorts. For more information on Xenia’s business, refer to the Company website at www.xeniareit.com.
About Hyatt Hotels Corporation Hyatt Hotels Corporation, headquartered in Chicago, is a leading global hospitality company with a portfolio of 13 premier brands. As of June 30, 2017 the Company's portfolio included 731 properties in 56 countries. The Company's purpose to care for people so they can be their best informs its business decisions and growth strategy and is intended to create value for shareholders, build relationships with guests and attract the best colleagues in the industry. The Company's subsidiaries develop, own, operate, manage, franchise, license or provide services to hotels, resorts, branded residences and vacation ownership properties, including under the Park Hyatt®, Miraval®, Grand Hyatt®, Hyatt Regency®, Hyatt®, Andaz®, Hyatt Centric®, The Unbound Collection by Hyatt™,Hyatt Place®,Hyatt House®,Hyatt Ziva™,Hyatt Zilara™ and Hyatt Residence Club® brand names and have locations on six continents. For more information, please visit www.hyatt.com.

This news release includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as “anticipate,” “believe,” “expect,” “will,” “may,” “estimate,” “plan,” “outlook,” “forecasts,” and “project” and other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. Forward-looking statements include statements in this press release regarding the acquisition of certain properties identified in the news release and Xenia’s expectations with respect to projected future performance of the properties. Forward-looking statements are based on Xenia’s current expectations and beliefs, which we believe to be reasonable, and involve a number of risks and uncertainties that are difficult to predict and that could cause actual results to differ materially from those stated or implied by the forward-looking statements. A further description of these risks, uncertainties, and other matters can be found in the Risk Factors detailed in Xenia's Annual Report on Form 10-K as filed on February 28, 2017, as well as other filings we make with the Securities and Exchange Commission. Because forward-looking statements involve risks and uncertainties, actual results and events may differ materially from results and events currently expected by Xenia, and Xenia assumes no obligation and expressly disclaims any duty to update information contained in this news release except as required by law.

Contact:

Lisa Ramey, Vice President Finance, Xenia Hotels & Resorts, (407) 246-8100

For additional information or to receive press releases via email, please visit our website at

www.xeniareit.com

###

EX-99.2

Hyatt Regency Grand Cypress Orlando, FL The Ritz-Carlton Pentagon City Arlington, VA Hyatt Regency Scottsdale Resort & Spa at Gainey Ranch Scottsdale, AZ Royal Palms Resort & Spa Phoenix, AZ 2017 Portfolio Enhancements October 2017

Forward-Looking Statements 1 This presentation has been prepared by Xenia Hotels & Resorts, Inc. (the “Company” or “Xenia”) solely for informational purposes. This presentation contains, and our responses to various questions from investors may include, “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These statements include statements about our plans, strategies and financial performance, the amount and timing of future cash distributions, our lodging portfolio, and our prospects and future events. Such statements involve known and unknown risks that are difficult to predict. As a result, our actual financial results, performance, achievements or prospects may differ materially from those expressed or implied by these forward-looking statements. In some cases, you can identify forward-looking statements by the use of words such as “may,” “could,” “expect,” “intend,” “plan,” “seek,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “continue,” “likely,” “will,” “would,” “illustrative,” “forecasts,” “guidance,” “project” and variations of these terms and similar expressions, or the negative of these terms or similar expressions. Such forward-looking statements are necessarily based upon estimates and assumptions that, while considered reasonable by the Company and its management based on their knowledge and understanding of the business and industry, are inherently uncertain. These statements are not guarantees of future performance, and stockholders should not place undue reliance on forward-looking statements. Actual results may differ materially from those expressed or forecasted in the forward-looking statements due to a variety of risks, uncertainties and other factors, including but not limited to the factors listed and described under “Risk Factors” in the Company’s most recent Annual Report on Form 10-K, as updated by any subsequent Quarterly Report on Form 10-Q, in each case as filed with the U.S. Securities and Exchange Commission (“SEC”). These factors are not necessarily all of the important factors that could cause our actual financial results, performance, achievements or prospects to differ materially from those expressed in or implied by any of our forward-looking statements. Other unknown or unpredictable factors also could harm our results. All forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the cautionary statements set forth above. Forward-looking statements speak only as of the date they are made, and we do not undertake or assume any obligation to update publicly any of these forward-looking statements to reflect actual results, new information or future events, changes in assumptions or changes in other factors affecting forward-looking statements, except to the extent required by applicable laws. If we update one or more forward-looking statements, no inference should be drawn that we will make additional updates with respect to those or other forward- looking statements. Xenia Hotels & Resorts® and related trademarks, trade names and service marks of Xenia appearing in this presentation are the property of Xenia. Unless otherwise noted, all other trademarks, trade names or service marks appearing in this presentation are the property of their respective owners, including but not limited to Marriott International, Inc., Hyatt Hotels Corporation, Kimpton, Aston, Fairmont, Hilton Worldwide Holdings Inc., and Loews, or their respective parents, subsidiaries or affiliates. None of the owners of these trademarks, their respective parents, subsidiaries or affiliates or any of their respective officers, directors, members, managers, shareholders, owners, agents or employees, has any responsibility for the creation or contents of this presentation. This document is not an offer to buy or the solicitation of an offer to sell any securities of the Company. Unless as specifically noted otherwise, all information is as of October 4, 2017.

YTD Transaction Activity Further Enhances Portfolio 2 Focus on Portfolio Quality • Luxury and upper upscale asset mix has increased from ~80% to ~90% of Xenia’s portfolio • Acquired assets that improved portfolio RevPAR and EBITDA/key profile • Sold lower quality assets Further Diversification of Geographic and Brand Mix • Increased geographic diversification and reduced individual market concentrations • Acquired assets in top 25 markets and sold assets in secondary and tertiary markets • Better near-term supply growth outlook for portfolio • Added two new brands and deepened relationships with industry-leading brand families Enhanced Growth Opportunities • Margin growth potential and business mix of acquired assets supports long-term growth • Asset specific opportunities to drive further growth Disciplined Capital Allocation • Attractive pricing for high-quality assets • Expect to earn strong risk-adjusted returns • Maintained strong balance sheet • New, attractive mortgage loan and term loan • Expect to return leverage to below 4.0x by mid-2018 Year-to-date, Xenia has further enhanced its portfolio by acquiring 4 hotels and selling 7 hotels, representing total transaction activity of over $800 million.

YE 2016 Current Portfolio Ch a in S ca le 3 Improved Portfolio Quality 1. Includes pre-acquisition operating results of the acquired assets obtained from the seller and/or manager of the hotels during the acquisition due diligence process. See slide 15 for additional information regarding pre-acquisition operating results and non-GAAP financial measures. 2. Rooms count as of 9/30/2017. 3. As defined by STR. Statistics based on keys. Upper Upscale 71% Upscale 12% Luxury 17% Chain ScaleUpper Upscale 65% Upscale 20% Upper Midscale 1% Luxury 14% Chain Scale Dispositions Acquisitions Current Portfolio vs YE 20161 Properties 7 4 39 (3) Rooms2 1,153 1,792 11,533 622 2016 RevPAR1 $111.67 $159.60 $157.64 3.4% 2016 EBITDA1 / Key $17,600 $25,500 $27,300 2.7% Xenia has improved key metrics, exited the upper midscale chain scale, and further increased luxury and upper upscale concentration ✓ Luxury and Upper Upscale represent nearly 90% of total portfolio 3

Margin Growth Potential and Business Mix Opportunities 4 • Margin growth potential over time at acquired hotels, which currently have margins well below remainder of portfolio • Proven track record improving margins post- acquisition • >300 basis point increase in GOP margins over the two calendar years following acquisition (for properties acquired between 2010-2014)2 • Acquired hotels have strong leisure and group demand drivers resulting in broad revenue mix and net profit opportunities in both rooms and food & beverage 1. Ex-Acquisition is current portfolio less Hyatt Regency Grand Cypress, Hyatt Regency Scottsdale Resort & Spa at Gainey Ranch, Royal Palms Resort & Spa and The Ritz-Carlton Pentagon City. 2. For only those hotels operated by Marriott, historical annual operating results represented here from 2011 to 2013 include a 52-53 week fiscal calendar used by Marriott at that time. Otherwise presented for the calendar year. USALI 11 adjustments for 2014 when available and as reported by hotel operator. Excludes hotels subsequently sold and the Andaz Napa due to earthquake disruption in the first year after acquisition. 32.0% 23.0% 0% 10% 20% 30% 40% Ex-Acquisition Portfolio 2017 Acquisitions 2016 EBITDA1 Margin 55% 70% 45% 30% 0% 20% 40% 60% 80% 100% 2017 Acquisitions Ex-Acquisition Portfolio Rooms Revenue Mix Transient Group ~ ~ ~ ~ 1 1 Function Space Hyatt Regency Scottsdale Resort & Spa at Gainey Ranch ~70,000 sq.ft. Royal Palms Resort & Spa ~20,000 sq.ft. The Ritz-Carlton Pentagon City ~19,000 sq.ft. Hyatt Regency Grand Cypress ~65,000 sq.ft.

Opportunities to Drive Further Growth Hyatt Regency Scottsdale Resort & Spa at Gainey Ranch • Performance lift from recently completed rooms renovation • Eight food & beverage outlets with opportunities to improve profitability • Upgrade existing function space over time • Operational synergies with other Hyatt managed hotels in the market • Capture greater premium leisure and group activity in Scottsdale market Royal Palms Resort & Spa • Continued ramp from 2016 branding as part of The Unbound Collection by Hyatt • Performance lift from recently completed rooms renovation • Operational synergies with other Hyatt managed hotels in the market The Ritz-Carlton Pentagon City • Continued benefit from 2016 rooms renovation and Club lounge expansion • Increased government per diem rates • Increased traffic from the recent $90 million renovation and 52,000 square foot expansion at The Fashion Centre at Pentagon City, a mixed-use facility directly connected to the hotel • Targeted capital plans focused on optimizing the lobby, food & beverage outlets, and meeting space Hyatt Regency Grand Cypress • Summer 2018 guestroom renovation • Upgrade existing meeting space • Development of a new ~25,000 to 30,000 square foot ballroom • Evaluation of potential redevelopment opportunities and/or additional hotel amenities • Long-term positive theme park, airport, and visitation trends <4.0x 5

Further Diversification of Geographic Mix 6 Source: Lodging Econometrics at Q2 2017 1. Markets determined based on Year-End 2016 Hotel EBITDA. Includes pre-acquisition operating results of the acquired assets obtained from the seller and/or manager of the hotels during the acquisition due diligence process. See slide 15 for additional information regarding pre-acquisition operating results and non-GAAP financial measures. Bold denotes acquisition markets. 2. As defined by STR. Statistics based on keys. YE 2016 Current Portfolio Geog ra p h y 2 TX 27% CA 17% GA 7% HI 6% FL 4% MA 4% DC-VA 4% Other 31% State Mix TX 23% CA 16% GA 7% HI 6% FL 11%MA 4% DC-VA 7% AZ 5% Other 21% State Mix • Enhanced geographic profile • Added two strong markets to top 10 market concentration • No market represents more than 10% of total portfolio Hotel EBITDA1 • Decreased portfolio-weighted average 2018 supply growth by ~50 basis points • Phoenix/Scottsdale and Orlando are expected to have relatively low supply growth • Exited several markets with above average supply growth (e.g. Baltimore, Pittsburgh, Kansas City, Fort Worth) Top Markets1 1. Houston, TX 2. San Francisco/San Mateo, CA 3. Dallas, TX 4. Oahu Island, HI 5. Boston, MA 6. San Jose-Santa Cruz, CA 7. Denver, CO 8. California North 9. Atlanta, GA 10.Washington, DC-MD-VA Top Markets1 1. Houston, TX 2. Orlando, FL 3. Phoenix, AZ 4. San Francisco/San Mateo, CA 5. Dallas, TX 6. Washington, DC-MD-VA 7. Oahu Island, HI 8. Boston, MA 9. San Jose-Santa Cruz, CA 10.Denver, CO

2 YE 2016 Current Portfolio1 B rand A ff ilia ti o n Further Diversification of Brand Mix 7 Statistics based on keys. 1. Bold denotes new brand. • Diversified brand mix with two industry-leading brand families • Marriott International The Ritz-Carlton • Hyatt Hotels The Unbound Collection by Hyatt 51% 10% 22% 6% 5% 3% 3% Independent 2% Brand Mix Andaz Hyatt Centric Hyatt Regency The Unbound Collection by Hyatt Hilton Garden Inn Autograph Collection Marriott Renaissance Residence Inn The Ritz-Carlton Westin Brand Mix Marriott 60%Kimpton 10% Hyatt 10% Aston 6% Fairmont 5% Hilton 4% Loews 3% Independent 2%

Disciplined Capital Allocation 8 1. At the time of acquisition. 2. Represents 2017 Hotel EBITDA forecast for Xenia’s ownership period. Xenia has not included a reconciliation to GAAP net income at this time because it has not yet completed the purchase price allocations for Hyatt Regency Scottsdale Resort & Spa at Gainey Ranch, Royal Palms Resort & Spa or The Ritz-Carlton Pentagon City. As a result, Xenia is not yet able to forecast the amount of depreciation or income tax expense for the remainder of the year. • Xenia acquired high-quality upper upscale and luxury hotels at attractive prices • Relative value versus current trading multiple • Discount to replacement cost and/or comparable transaction pricing • Expect to earn strong risk-adjusted returns Hyatt Regency Grand Cypress Hyatt Regency Scottsdale Resort & Spa at Gainey Ranch, Royal Palms Resort & Spa The Ritz-Carlton Pentagon City 2017 Acquisitions Purchase Price ($M) $205.5 $305.0 $105.0 $615.5 Rooms 815 612 365 1,792 2017F Hotel EBITDA1 Multiple 10.8x 12.6x 11.3x 11.7x 2017F Hotel EBITDA1 / Key ~$23,300 ~$39,400 ~$25,450 ~$29,250 Partial Year 2017F Hotel EBITDA2 Contribution ($M) ~$6.0 ~$6.0 ~$2.0 ~$12.0 Location Orlando, FL Scottsdale & Phoenix, AZ Arlington, VA Chain Scale Upper Upscale Upper Upscale & Luxury Luxury

Maintains Strong Balance Sheet 9 1. Assumes all potential extension options are exercised. 2. As of October 4, 2017. 3. As defined in Section 1.01 of the Company’s senior unsecured revolving credit facility. As of June 30, 2017 proforma for subsequent events. Sources of cash for recent acquisitions: • Cash on balance sheet • New $100 million, 7-year property-level mortgage • Collateralized by Renaissance Atlanta Waverly • LIBOR plus 210 basis points Xenia maintains strong leverage profile pro forma for recent acquisitions • Substantial liquidity including revolving credit facility • No other senior capital • Staggered and manageable maturity profile due to 2017 actions • Majority of debt is fixed at attractive rates • Weighted average interest rate: ~3.6% • The Company expects to return leverage to below 4.0x by mid-2018 3.2x 4.2x 0.0x 1.0x 2.0x 3.0x 4.0x Q2 2017 Current Target <4.0x Net Debt / EBITDA3Debt Maturity Schedule1 (fully extended) • New $125 million, 7-year unsecured term loan • LIBOR plus 170-225 basis points (determined by the Company’s leverage ratio) • Revolving credit facility $73 $55 $178 $328 $449 $0 $0 $207 $328 $789 $0 $100 $200 $300 $400 $500 $600 $700 $800 2018 2019 2020 2021 Thereafter At 12/31/2016 Current 2

Property Photos

Hyatt Regency Scottsdale Resort & Spa at Gainey Ranch 11 Scottsdale, AZ

Royal Palms Resort & Spa 12 Phoenix, AZ

Ritz-Carlton Pentagon City 13 Arlington, VA

Hyatt Regency Grand Cypress 14 Orlando, FL

Non-GAAP Financial Measures 15 Portfolio metrics and statistics where noted include periods prior to the Company’s ownership of the hotels acquired in 2016 and 2017 and excludes the NOI guaranty payment at Andaz San Diego. The pre-acquisition operating results were obtained from the seller of the hotels during the acquisition due diligence process. Xenia has made no adjustments to the historical operating amounts provided to it by the seller, other than to reflect the removal of historical intercompany lease revenue/expense, or any other items, such as amounts related to guaranty/key money payments, that are not applicable to Xenia under its ownership. The pre-acquisition operating results are not audited or reviewed by Xenia’s independent auditors. Pre-acquisition operating results for periods prior to the Company's ownership have not been included in the Company's actual consolidated financial statements and are included only for comparison purposes. Hotel financial data presented herein where noted is adjusted for comparability purposes by including pre-acquisition operating results of asset(s) acquired, which provides investors a basis for understanding the acquisition(s) historical operating trends and seasonality. The pre- acquisition unaudited operating results for the comparable period are obtained from the seller and/or manager of the hotels during the acquisition due diligence process. Xenia further adjusts the hotel data to remove dispositions during the respective reporting periods, and, in certain cases, hotels that are not fully open due to renovation, re-positioning, or disruption or whose room counts have materially changed during either the current or prior year as these historical operating results are not indicative of or expected to be comparable to the operating performance of its hotel portfolio on a prospective basis. Hotel EBITDA represents net income excluding: (1) interest expense, (2) income taxes, (3) depreciation and amortization, (4) corporate general and administrative expenses, and (5) hotel acquisition costs. Xenia believes that Hotel EBITDA provides its investors a useful financial measure to evaluate its hotel operating performance, excluding the impact of its capital structure (primarily interest), asset base (primarily depreciation and amortization), income taxes, and corporate-level expenses (corporate expenses and hotel acquisition costs). Xenia believes property level results provide investors with supplemental information on the ongoing operational performance of its hotels and the effectiveness of its third-party management companies that operate its business on a property-level basis. Hotel EBITDA Margin is calculated by dividing Hotel EBITDA by Total Revenues. As a result of these adjustments, the hotel financial data Xenia presents does not represent its total revenues, expenses, operating profit or net income and should not be used to evaluate its performance as a whole. Management compensates for these limitations by separately considering the impact of these excluded items to the extent they are material to operating decisions or assessments of its operating performance. Xenia’s consolidated statements of operations include such amounts, all of which should be considered by investors when evaluating the Company’s performance. Xenia includes hotel financial information as supplemental information for investors. Management believes that providing this information is useful to investors because it represents comparable operations for its portfolio as it exists at the end of the respective reporting periods presented, which allows investors and management to evaluate the period-to-period performance of its hotels and facilitates comparisons with other hotel REITs and hotel owners. In particular, these measures assist management and investors in distinguishing whether increases or decreases in revenues and/or expenses are due to growth or decline of operations at hotels or from other factors, such as the effect of acquisitions or dispositions.

EX-99.3

FOR IMMEDIATE RELEASE

DATE: October 4, 2017

XENIA HOTELS & RESORTS ACQUIRES

THE RITZ-CARLTON PENTAGON CITY FOR $105 MILLION

Orlando, FL - October 4, 2017 - Xenia Hotels & Resorts, Inc. (NYSE: XHR) (“Xenia” or the “Company”) today announced its acquisition of The Ritz-Carlton Pentagon City, a 365-room luxury hotel located in Arlington, Virginia, for a purchase price of $105 million, or approximately $287,670 per key. The acquisition was funded with cash available on the Company’s balance sheet and its senior unsecured credit facility. The purchase price represents an estimated 11.3x multiple on 2017 forecasted Hotel EBITDA. The Company currently forecasts that the hotel will generate approximately $2 million of Hotel EBITDA for the remainder of 2017. Additional details on the transaction can be found in the presentation posted on the Company’s website, www.xeniareit.com.

"We are pleased to add The Ritz-Carlton Pentagon City to our portfolio of high-quality hotels and resorts as we continue to increase our concentration in the luxury and upper upscale segments through the acquisition of our first Ritz-Carlton,” said Marcel Verbaas, President and Chief Executive Officer of Xenia. “The hotel’s excellent location and exposure to a diverse set of demand generators in the Arlington and Washington D.C. markets, its strong in-place cash flow, and our ability to acquire the hotel at an attractive valuation were key considerations in our decision to acquire this outstanding asset. We look forward to expanding our long-standing relationship with Marriott and building on the existing operations at the property as we benefit from the hotel’s recent rooms renovation and the long-term strength and stability of the D.C. market.”

The 18-story luxury hotel features 365 rooms and 19,000 square feet of meeting space, and has recently completed an $11 million renovation of its guestrooms and club lounge. In addition to being in excellent physical condition, the hotel is uniquely positioned within the market, as it is directly connected to The Fashion Centre at Pentagon City. This mixed-use facility contains approximately 870,000 square feet of retail and restaurant space, as well as an approximately 170,000 square feet office tower. The mall features 170 retailers and recently underwent a $90 million renovation and 52,000 square foot expansion. The hotel is located proximate to the Pentagon, Crystal City and Rosslyn business districts, as well as Old Town Alexandria and Washington D.C. The property is the closest hotel to The Pentagon and is the only luxury hotel in the high-end Arlington, Virginia market. Arlington is one of the top performing submarkets in the D.C. Metro area due to its proximity to major government institutions, with over 40 million square feet of office space, various leisure demand generators, and transportation hubs such as Ronald Reagan National Airport and the region’s Metro system.

About Xenia Hotels & Resorts, Inc.

Xenia Hotels & Resorts, Inc. is a self-advised and self-administered REIT that invests primarily in premium full service and lifestyle hotels, with a focus on the top 25 U.S. lodging markets as well as key leisure destinations in the United States. The Company owns 39 hotels, including 37 wholly owned hotels, comprising 11,533 rooms, across 18 states and the District of Columbia. Xenia’s hotels are primarily in the luxury and upper upscale segments, and operated and/or licensed by industry leaders such as Marriott®, Hyatt®, Kimpton®, Aston®, Fairmont®, Hilton®, and Loews®, as well as leading independent management companies including Sage Hospitality, The Kessler Collection, Urgo Hotels & Resorts, and Davidson Hotels & Resorts. For more information on Xenia’s business, refer to the Company website at www.xeniareit.com.

This news release includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as “anticipate,” “believe,” “expect,” “will,” “may,” “estimate,” “plan,” “outlook,” “forecasts,” and “project” and other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. Forward-looking statements include statements in this press release regarding the acquisition of certain properties identified in the news release and Xenia’s expectations with respect to projected future performance of the properties. Forward-looking statements are based on Xenia’s current expectations and beliefs, which we believe to be reasonable, and involve a number of risks and uncertainties that are difficult to predict and that could cause actual results to differ materially from those stated or implied by the forward-looking statements. A further description of these risks, uncertainties, and other matters can be found in the Risk Factors detailed in Xenia's Annual Report on Form 10-K as filed on February 28, 2017, as well as other filings we make with the Securities and Exchange Commission. Because forward-looking statements involve risks and uncertainties, actual results and events may differ materially from results and events currently expected by Xenia, and Xenia assumes no obligation and expressly disclaims any duty to update information contained in this news release except as required by law.

Contact:

Lisa Ramey, Vice President Finance, Xenia Hotels & Resorts, (407) 246-8100

For additional information or to receive press releases via email, please visit our website at

www.xeniareit.com

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