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

January 30, 2020

Date of report (Date of earliest event reported)

Condor Hospitality Trust, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Maryland	1-34087	52-1889548
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
4800 Montgomery Lane, Suite 220 Bethesda, MD		20814
(Address of Principal Executive Offices)		(Zip Code)

(402) 371-2520

(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 (see General Instruction A.2. below):

☐ 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 cach class	Trading symbol	Name of each exchange on which registered
Common stock, par value $0.01 per share	CDOR	NYSE American

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  ☐

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 1.01 Entry into a Material Definitive Agreement.

On January 30, 2020 Condor Hospitality Trust, Inc. (the “Company”), Condor Hospitality Limited Partnership (the “Operating Partnership” and together with the Company, the “Company Parties”), NHT Operating Partnership, LLC (“Parent”), NHT REIT Merger Sub, LLC (“Merger Sub”) and NHT Operating Partnership II, LLC (“Merger OP” and, collectively with Parent and Merger Sub, the “Parent Parties”), entered into Amendment No. 3 (the “Third Amendment”) to that certain Agreement and Plan of Merger, dated as of July 19, 2019 (as amended, the “Merger Agreement”), by and among the Company, the Operating Partnership, Parent, Merger Sub and Merger OP.

Pursuant to the Third Amendment, the parties have agreed as follows:

• the closing of the mergers (the “Closing”) shall occur on Friday, February 28, 2020, subject to further extension by the Parent Parties to March 16, 2020;

• the previous “end date” for the Merger Agreement is changed to February 28, 2020, or, if the Closing is further extended by the Parent Parties pursuant to the Third Amendment, to March 16, 2020;

• the Closing is expressly conditioned on the closing by the applicable subsidiaries of the Company of the acquisition of the equity interests of the Atlanta JV (as defined in the Merger Agreement);

• the Closing may be extended by Parent Parties to March 16, 2020 upon deposit by Parent of an additional $2 million of escrowed funds, to be used to fund, as applicable, a portion of the merger consideration or the Parent termination fee, and;

• simultaneously with the execution of the Third Amendment, the parties will enter into a letter agreement with respect to certain business matters.

The foregoing description of the Third Amendment is not complete and is qualified in its entirety by reference to the Third Amendment, which is attached as Exhibit 2.1 to this report and incorporated herein by reference.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits.

Exhibit Number	Description
2.2	Amendment No. 3 dated as of January 30, 2020 to Agreement and Plan of Merger, dated as of July  19, 2019, by and among NHT Operating Partnership, LLC, NHT REIT Merger Sub, LLC, NHT Operating Partnership II, LLC, Condor Hospitality Trust, Inc. and Condor Hospitality Limited Partnership

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.

	Condor Hospitality Trust, Inc.
Date: January 30, 2020	By:	/s/ J. William Blackham
	Name:	J. William Blackham
	Title:	President and Chief Executive Officer

EX-2.2

Exhibit 2.2

AMENDMENT NO. 3 TO AGREEMENT AND PLAN OF MERGER

This Amendment No. 3 to the Agreement and Plan of Merger (this “Third Amendment”), dated January 30, 2020, is made and entered into by and among: NHT Operating Partnership, LLC, a Delaware limited liability company (“ Parent”); NHT REIT Merger Sub, LLC, a Delaware limited liability company (“Merger Sub “); NHT Operating Partnership II, LLC, a Virginia limited liability company (“Merger OP” and, collectively with Parent and Merger Sub, the “Parent Parties”); Condor Hospitality Trust, Inc., a Maryland corporation (the “Company”); and Condor Hospitality Limited Partnership, a Virginia limited partnership (the “Operating Partnership” and, together with the Company, the “Company Parties”).

RECITALS

WHEREAS, the Parent Parties and the Company Parties on July 19, 2019, entered into that certain Agreement and Plan of Merger, and on September 13, 2019, entered into that certain Amendment No. 1 to Agreement and Plan of Merger and on December 17, 2020, and entered into that certain Amendment No. 2 (the “Second Amendment”) to Agreement and Plan of Merger (as amended, the “Merger Agreement”); and

WHEREAS, the Company Parties and the Parent Parties desire to further amend the Merger Agreement and the board of directors of the Company and the manager of Parent have each approved and declared it advisable for the parties to enter into this Third Amendment and consummate the transactions contemplated by the Merger Agreement, including the Mergers, as further amended by this Third Amendment, upon the terms and subject to the conditions set forth in the Merger Agreement as further amended by this Third Amendment.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth in this Third Amendment, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties do hereby agree as follows:

ARTICLE I

AMENDMENTS AND OTHER AGREEMENTS

Section 1.1 Closing. Notwithstanding anything to the contrary in the Merger Agreement, the parties agree that the Closing shall occur on Friday, February 28, 2020, which may be extended by the Parent to March 16, 2020 as provided below. For the avoidance of doubt, the Company acknowledges and agrees that it cannot exercise its rights under Section 7.1(i) of the Merger Agreement unless the Parent fails to consummate the Mergers, in accordance with the terms of the Merger Agreement, on February 28, 2020, or March 16, 2020 if the Closing is extended as provided below.

Section 1.2 Further Extension to March 16, 2020. If Parent, in good faith, determines that it shall require additional time to consummate the Closing then Parent may extend the Closing time to Monday, March 16, 2020 provided, that Parent shall so advise the Company on or before Friday, February 21, 2020 and on that same date cause NexPoint Real Estate Advisors VI, L.P. (“NREA”) to deposit an additional $2,000,000 in escrow in addition to

the $750,000 currently in escrow (collectively, the “Escrowed Funds”) pursuant to the Escrow Agreement by and among the Company, NREA and NexVantage Title Services. The parties agree that the Escrowed Funds will be used to fund, as applicable, a portion of (a) the Merger Consideration or (b) the Parent Termination Fee.

Section 1.3 Atlanta JV. A new Section 6.2(n) is hereby added to the Merger Agreement:

“(n) the Company shall have, through its applicable subsidiaries, closed on the acquisition of the equity interests of the Atlanta JV.”

Section 1.4 Closing Conditions. Notwithstanding anything to the contrary in the Merger Agreement, including, without limitation, Section 1.4 of the Second Amendment, the Parent Parties and the Company Parties hereby acknowledge and agree that, as of the date hereof, the closing condition set forth in Section 6.2(n) has not been satisfied or waived by the Parent Parties.

Section 1.5 Termination. Section 7.1(b) of the Merger Agreement, as previously amended, is hereby amended by adding the following phrase at the end thereof:

“provided, further, that from and after January 29, 2020, the term End Date is revised to solely mean “February 28, 2020, or March 16, 2020 if extended to the later date pursuant to the Third Amendment”;

Section 1.6 Certain Business Matters Approval. Simultaneously with the execution of this Third Amendment, the parties will enter into a letter agreement to address certain business matters with respect to the Mergers and the operations of the Company Parties through February 28, 2020 or March 16, 2020 if extended to the later date pursuant to the Third Amendment.

ARTICLE II

GENERAL PROVISIONS

Section 2.1 Defined Terms. Except as otherwise set forth in this Third Amendment, all capitalized terms used and not defined herein shall have the meanings given to such terms in the Merger Agreement.

Section 2.2 Effect of Amendment. This Third Amendment shall be effective as of the date first written above. After giving effect to this Third Amendment, unless the context otherwise requires, each reference in the Merger Agreement or any Exhibit or Schedule thereto to “this Agreement”, “the Agreement”, “hereof”, “herein” or words of like import referring to the Merger Agreement shall refer to the Merger Agreement as amended by this Third Amendment. Except as amended hereby, the Merger Agreement will continue in full force and effect and shall be otherwise unaffected hereby.

Section 2.3 Counterparts. This Third Amendment may be executed and delivered (including by facsimile or .pdf, .tif, .gif, .jpeg or similar attachment to electronic mail (any such delivery, an “Electronic Delivery”)) in one or more counterparts, all of which shall be considered one and the same agreement and shall become effective when one or more

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counterparts have been signed by each of the parties and delivered to the other parties, it being understood that all parties need not sign the same counterpart. No party hereto shall raise the use of Electronic Delivery to deliver a signature or the fact that any signature or agreement or instrument was transmitted or communicated through the use of Electronic Delivery as a defense to the formation of a contract, and each party forever waives any such defense, except to the extent such defense relates to lack of authenticity.

Section 2.4 Captions. The captions used in this Third Amendment are for convenience of reference only and do not constitute a part of this Third Amendment and will not be deemed to limit, characterize or in any way affect any provision of this Third Amendment, and all provisions of this Third Amendment will be enforced and construed as if no caption had been used in this Third Amendment.

Section 2.5 Severability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule or Law, or public policy, (a) such term or other provision shall be fully separable, (b) this Third Amendment shall be construed and enforced as if such invalid, illegal or unenforceable provision had never comprised a part hereof, and (c) all other conditions and provisions of this Third Amendment shall nevertheless remain in full force and effect so long as either the economic or legal substance of the transactions contemplated by this Agreement is not affected in any manner materially adverse to any party or such party waives its rights under this Section 2.5 with respect thereto. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Third Amendment so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that the transactions contemplated by this Third Amendment are fulfilled to the extent possible.

[Signature Page Follows.]

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IN WITNESS WHEREOF, the Parties have caused this Third Amendment to be executed as of the date first above written.

NHT OPERATING PARTNERSHIP, LLC
By:	NHT OPERATING PARTNERSHIP GP, LLC, its manager
By:	/s/ Neil Labatte
	Name:	Neil Labatte
	Title:	Sole Member
NHT REIT MERGER SUB, LLC
By:	/s/ Brian Mitts
	Name:	Brian Mitts
	Title:	Chief Financial Officer and Secretary
NHT OPERATING PARTNERSHIP II, LLC
By:	/s/ Brian Mitts
	Name:	Brian Mitts
	Title:	Chief Financial Officer and Secretary

[Amendment No. 3 to Merger Agreement]

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CONDOR HOSPITALITY LIMITED PARTNERSHIP
By:	Condor Hospitality REIT Trust,
	its General Partner
By:	/s/ J. William Blackham
	Name:	J. William Blackham
	Title:	President
CONDOR HOSPITALITY TRUST, INC.
By:	/s/ J. William Blackham
	Name:	J. William Blackham
	Title:	President and CEO

[Amendment No. 3 to Merger Agreement]

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