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): February 27, 2019

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) (Zip Code)

(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 7.01. Regulation FD Disclosure.

From time to time, senior management of Xenia Hotels & Resorts, Inc. (the “Company”) meets with current and potential investors and business analysts. The Company intends to use the presentation furnished as Exhibit 99.1 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 99.1, 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 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Description
99.1	Xenia Hotels & Resorts, Inc. Investor Presentation

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: February 27, 2019	By:	/s/ Taylor Kessel
	Name:	Taylor Kessel
	Title:	Senior Vice President, General Counsel and Secretary

EX-99.1

Hyatt Regency Grand Cypress Park Hyatt Aviara Resort, Golf Club & Spa Royal Palms Resort & Spa The Ritz-Carlton, Denver Hyatt Regency Scottsdale Resort & Spa Fairmont Pittsburgh The Ritz-Carlton, Pentagon City Investor Presentation February 2019

Forward-Looking Statements 2

Transaction-Oriented Mindset Focus on diversification, quality, and portfolio enhancement Corporate Conservative Leverage Profile Strategy Emphasis on a healthy balance sheet throughout various lodging cycles Aggressive Asset Management Initiatives Leveraging strong relationships with both brands and managers

Xenia’s Portfolio Today Portfolio Characteristics Diversified Branding Key Portfolio Statistics • 40 Hotels • 11,167 15 Rooms Brands • 17 26 • States Markets Andaz Savannah Fairmont Dallas Andaz Napa Loews New Orleans 4

Diversified Geographic Footprint Hotels located across 26 unique lodging markets including the higher-growth Sunbelt region and several gateway markets. No single market contributes more than 10% of 2018 Hotel EBITDA1 5

Catalysts for Value Creation Post-renovation ramp opportunities at recently renovated hotels • • • • Margin growth opportunities at newly acquired hotels • • • Asset Repositioning / Rebrandings • • • 6

Strong Financial Profile $3.3 Billion 3.6x 5.6% Enterprise Value1 Net Debt/EBITDA2 Dividend Yield1 Balance Sheet Overview3 Debt Maturity Profile3 $575M Term Loans 30 Hotels unencumbered, $673M Property represents ~65% Level of Hotel EBITDA Debt $500M LOC Availability 7

Xenia Track Record

Strategic Capital Allocation Improves Portfolio Quality Xenia’s Current Portfolio 40 $165.27 $28,183 3.6x Hotels 2018 RevPAR 2018 Hotel EBITDA/Key Net Debt/EBITDA1 9

Transaction Activity Transforms Company Profile Since listing in February 2015, Xenia has completed $2.5 billion in transactions including 12 acquisitions and 20 dispositions • • • • • • • • • • • • • • • • • • 10

Strategically Transformed Portfolio At Listing Current1 Brand Mix 7% Chain Scale Mix1

Strategically Transformed Portfolio Transaction Activity Since Listing Acquisitions1 Dispositions $1.4 Billion $1.1 Billion All Luxury or Upper Upscale All Upper Upscale or Upscale 12 3,289 20 4,869 Hotels Rooms Hotels Rooms 12

2018 in Review

2018 Operating Results 2018 Company Results $299.8 Million $2.22 Adjusted EBITDAre Adjusted FFO/Share 14

Transaction Activity Strengthens Competitive Profile Acquisitions Dispositions $354 Million $420 Million 4 841 3 1,173 Luxury Hotels Rooms Upscale Hotels Rooms $214.18 $24,700 14.8% $154.19 $26,835 40.4% 2018 RevPAR 2018 EBITDA/Key 2018 EBITDA Margin TTM RevPAR TTM EBITDA/Key TTM EBITDA Margin • • • • • • 15

2018 Capital Markets Activity ✓ ✓ ✓ ✓ ✓ ✓ ATM Utilization New Loans and Refinancings Strong Leverage Profile • • • • • • • • • Marriott Dallas City Center Hotel Palomar Philadelphia Grand Bohemian Hotel Orlando Hyatt Regency Santa Clara 16

Well-Maintained Portfolio Select 2018 Guestroom Renovation Projects Andaz Savannah 17

Well-Maintained Portfolio Select 2018 Guestroom Renovation Projects Hotel Monaco Denver 18

Well-Maintained Portfolio Select 2018 Guestroom Renovation Projects Hyatt Regency Grand Cypress 19

Well-Maintained Portfolio Select 2018 Guestroom Renovation Projects Lorien Hotel & Spa 20

Well-Maintained Portfolio Select 2018 Guestroom Renovation Projects Marriott Chicago Medical District 21

Well-Maintained Portfolio Select 2018 Guestroom Renovation Projects Marriott Dallas City Center 22

Well-Maintained Portfolio Select 2018 Guestroom Renovation Projects Westin Oaks Houston 23

Well-Maintained Portfolio Other 2018 Renovation Projects Marriott San Francisco Airport – Great Room 24

Well-Maintained Portfolio Select 2017 Renovation Projects Marriott San Francisco Airport – Meeting Space 25

Well-Maintained Portfolio Other 2018 Renovation Projects Westin Galleria Houston – Meeting Space 26

2018 Property Optimization Process Initiatives $2.8 Million Total Hotel • $ $1.5 Million $0.8 Million $0.1 Million $0.4 Million Rooms Food & Beverage Property Operations Other • • • • • • • • 27

2019 Outlook

2019 Earnings Outlook Bridge In addition to industry-wide factors, the Company’s current portfolio will experience various headwinds and tailwinds in 2019, which will impact year over year comparisons. Negative Impacts Positive Impacts • • • • • • • • • • • • • • 29

2019 Outlook by Market           30

2019 Renovations 2019 Capital Expenditures are anticipated to be between $85 million and $105 million 31

2019 Guidance 2019 Guidance (as of 2/26/2019) Low High Additional Details • • • • • • 32

What You Can Continue to Expect from Us ✓ Transaction-oriented mindset with focus on quality ✓ Healthy balance sheet throughout the cycle ✓ Aggressive asset management initiatives ✓ Leveraging relationships with brands and managers

APPENDIX 34

Definitions 35

Reconciliation of Net Income to EBITDA, Adjusted EBITDA, and Same-Property Hotel EBITDA 36

Reconciliation of Net Income to EBITDA, Adjusted EBITDA, and Same-Property Hotel EBITDA Footnotes 37

Non-GAAP Financial Measures 38