As filed with the Securities and Exchange Commission on May 27, 2020.
Registration No. 333-
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM S-8
 
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
 
Xenia Hotels & Resorts, Inc.
(Exact name of registrant as specified in its charter)
 
Maryland20-0141677
(State or other jurisdiction
of incorporation or organization)
 
(I.R.S. Employer
Identification No.)
200 S. Orange Avenue, Suite 2700
Orlando, Florida 32801
(407) 246-8100
(Address of Principal Executive Offices)
 ________________________________________
 
Xenia Hotels & Resorts, Inc., XHR Holding, Inc. and XHR LP 2015 Incentive Award Plan
(full title of the plan)
 ________________________________________
 Marcel Verbaas
Chairman and Chief Executive Officer
200 S. Orange Avenue, Suite 2700
Orlando, Florida 32801
(407) 246-8100






 Taylor C. Kessel
Senior Vice President and General Counsel
200 S. Orange Avenue, Suite 2700
Orlando, Florida 32801
(407) 246-8100

(Name, address, including zip code, and telephone number, including area code, of agent for service)
  ________________________________________
Copy to:
Cathy A. Birkeland
Latham & Watkins LLP
330 North Wabash Avenue, Suite 2800
Chicago, Illinois 60611
(312) 876-7681

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer  Accelerated filer
Non-accelerated filer  Smaller reporting company
    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. ☐
 
 
CALCULATION OF REGISTRATION FEE
 
Title of Each Class of
Securities to be Registered
Amount
to be
Registered (1)
Proposed
Maximum
Offering Price
Per Share (2)
Proposed
Maximum
Aggregate
Offering Price
Amount of
Registration Fee
Common Stock, par value $.01 per share2,000,000 shares
$8.14
$16,280,000.00
$2,113.14
 
(1)This Registration Statement registers 2,000,000 additional shares of Common Stock, par value $0.01 per share (the “Common Stock”), of Xenia Hotels & Resorts, Inc. (the “Company”) for issuance pursuant to the Xenia Hotels & Resorts, Inc., XHR Holdings, Inc. and XHR LP 2015 Incentive Award Plan (the “Plan”). These shares are in addition to the shares registered under the Plan under Registration Statement on Form S-8 (Registration No. 333-201829) filed on February 2, 2015. Pursuant to Rule 416(a) of the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement also covers any additional shares of the Company’s Common Stock that may become issuable under the Plan by reason of any substitutions or adjustments to shares to account for any change in corporate capitalization, such as a merger, consolidation, reorganization, recapitalization, separation, partial or complete liquidation, stock dividend, stock split, reverse stock split, split up, spin-off, or other distribution of stock or property of the Company, combination or exchange of shares of Common Stock, dividend in kind or other like change in capital structure.
(2)
Estimated in accordance with Rules 457(c) and (h) of the Securities Act for the purpose of calculating the registration fee on the basis of $8.14 per share, which is the average of the high and low prices of the Registrant’s Common Stock as reported on the New York Stock Exchange on May 22, 2020.



 
 
 
 
 
REGISTRATION OF ADDITIONAL SECURITIES
 
This Registration Statement on Form S-8 is being filed to register the offer and sale of an additional 2,000,000 shares (the “Additional Shares”) of Common Stock of the Company to be issued under the Plan. On March 26, 2020, the Company’s Board of Directors increased the authorized number of shares under the Plan from 7,000,000 to 9,000,000, which the Company’s stockholders approved on May 19, 2020. In accordance with General Instruction E to Form S-8, this Registration Statement incorporates by reference and makes a part hereof the contents of the Registration Statement on Form S-8 (File No. 333-201829) filed by the Company with the Securities and Exchange Commission (the “Commission”) on February 2, 2015 relating to the registration of offers and sales of 7,000,000 shares of Common Stock under the Plan, to the extent not modified or superseded hereby or by any subsequently filed document incorporated by reference herein or therein.
 

PART I
 
Item 1. Plan Information
 
Not required to be filed with this Registration Statement.
 
Item 2. Registrant Information and Employee Plan Annual Information
 
Not required to be filed with this Registration Statement.
 
PART II
 
Item 3. Incorporation of Documents by Reference
 
The following documents filed with the Commission by the Company or the Plans are incorporated herein by reference:
 
 A.
The Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019, filed with the Commission on February 25, 2020.
B.
The Company’s Quarterly Report on Form 10-Q, for the quarter ended March 31, 2020, filed with the Commission on May 11, 2020.
C.
The portions of our Definitive Proxy Statement on Schedule 14A, filed with the Commission on April 6, 2020, incorporated by reference in Part III of our Annual Report on Form 10-K for the fiscal year ended December 31, 2019.
D.
Our Current Reports on Form 8-K filed with the Commission on March 3, 2020, March 17, 2020, March 31, 2020, April 22, 2020, and May 5, 2020, except as to any portion of such current reports furnished pursuant to Item 7.01 of Form 8-K.
E.The description of the Company’s Common Stock contained in its Registration Statement on Form 10, as amended (File No. 001-36594), filed with the Commission on January 20, 2015 under section 12(b) of the Exchange Act, including any amendment or report filed with the SEC for the purpose of updating such description.
  



All documents subsequently filed by the Company pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which de-registers all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the date of filing of such documents. The Company will not, however, incorporate by reference any documents or portions thereof that are not deemed “filed” with the Commission, including any information furnished pursuant to Items 2.02 or 7.01 of the Company’s Current Reports on Form 8-K unless, and expect to the extent, specified in such reports.
 
Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any subsequently filed document which also is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

 Item 4. Description of Securities
 
Not required to be filed with this Registration Statement.

 Item 5. Interests of Named Experts and Counsel
 
Not applicable.

 Item 6. Indemnification of Directors and Officers
 
Not required to be filed with this Registration Statement.

 Item 7. Exemption from Registration Claimed
 
Not applicable.
 
Item 8. Exhibits
 
Exhibit
Number
 Description of Exhibit
  
 Opinion of Venable LLP.
  
 Consent of Venable LLP (included in Exhibit 5.1).
  
 Consent of KPMG LLP.
   
 Power of Attorney (included in the signature page to the Registration Statement).
Xenia Hotels & Resorts, Inc., XHR Holdings, Inc. and XHR LP 2015 Incentive Award Plan (filed as Appendix A to the Company’s Proxy Statement on Form DEF 14A filed on April 6, 2020 and incorporated herein by reference).
 
Item 9. Undertakings
 
Not required to be filed with this Registration Statement.
 





SIGNATURES
 
Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Orlando, Florida, on May 27, 2020.
 
 Xenia Hotels & Resorts, Inc., a Maryland Corporation 
   
 By:/s/ Marcel Verbaas 
  Marcel Verbaas 
  Chairman and Chief Executive Officer
 
POWER OF ATTORNEY
 
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Taylor C. Kessel and Marcel Verbaas, and each acting alone, his true and lawful attorney-in-fact and agents, with full power of resubstitution and substitution, for him and in his name, place and stead, in any and all capacities, to sign any or all amendments or supplements to this Registration Statement and to file the same with all exhibits thereto and other documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing necessary or appropriate to be done with respect to this Registration Statement or any amendments or supplements hereto in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, each acting alone, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. 



  
 Signature Title Date
    
By: /s/ MARCEL VERBAAS Chairman and Chief Executive Officer (principal executive officer) 
May 27, 2020
Name: Marcel Verbaas    
    
By: /s/ ATISH SHAH Executive Vice President, Chief Financial Officer and Treasurer (principal financial officer) 
May 27, 2020
Name: Atish Shah    
    
By: /s/ JOSEPH T. JOHNSON Senior Vice President and Chief Accounting Officer (principal accounting officer) 
May 27, 2020
Name: Joseph T. Johnson    
       
By: /s/ JEFFREY H. DONAHUE Lead Director 
May 27, 2020
Name: Jeffrey H. Donahue    
     
By: /s/ JOHN H. ALSCHULER, JR. Director 
May 27, 2020
Name: John H. Alschuler, Jr.    
     
By: /s/ KEITH E. BASS Director 
May 27, 2020
Name: Keith E. Bass    
     
By: /s/ THOMAS M. GARTLAND Director 
May 27, 2020
Name: Thomas M. Gartland    
     
By: /s/ BEVERLY K. GOULET Director 
May 27, 2020
Name: Beverly K. Goulet    
       
By: /s/ DENNIS D. OKLAK Director 
May 27, 2020
Name: Dennis D. Oklak    
       
By: /s/ MARY ELIZABETH McCORMICK Director 
May 27, 2020
Name: Mary Elizabeth McCormick    

Document
Exhibit 5.1

[LETTERHEAD OF VENABLE LLP]

May 27, 2020


Xenia Hotels & Resorts, Inc.
200 S. Orange Avenue, Suite 2700
Orlando, Florida 32801

Re: Registration Statement on Form S-8

Ladies and Gentlemen:

We have served as Maryland counsel to Xenia Hotels & Resorts, Inc., a Maryland corporation (the “Company”), in connection with certain matters of Maryland law arising out of the registration of 2,000,000 shares (the “Shares”) of Common Stock, $0.01 par value per share, of the Company (the “Common Stock”) issuable under the Xenia Hotels & Resorts, Inc., XHR Holdings, Inc. and XHR LP 2015 Incentive Award Plan, as amended (the “Plan”). The Shares are covered by the above-referenced Registration Statement, and all amendments thereto (the “Registration Statement”), filed by the Company with the United States Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “1933 Act”).

In connection with our representation of the Company, and as a basis for the opinion hereinafter set forth, we have examined originals, or copies certified or otherwise identified to our satisfaction, of the following documents (hereinafter collectively referred to as the “Documents”):

         1. The Registration Statement in the form in which it was transmitted to the Commission under the 1933 Act;

         2. The charter of the Company (the “Charter”), certified by the State Department of Assessments and Taxation of Maryland (the “SDAT”);

         3. The Bylaws of the Company, certified as of the date hereof by an officer of the Company;

         4. A certificate of the SDAT as to the good standing of the Company, dated as of a recent date;

         5. Resolutions adopted by the Board of Directors of the Company relating to, among other matters, the approval of an amendment to the Plan to increase the number of shares of Common Stock issuable pursuant to the Plan by 2,000,000 shares (the “Amendment”) and the issuance of the Shares (the “Resolutions”), certified as of the date hereof by an officer of the Company;
         6. The Report of the Inspector of Election for the 2020 Annual Meeting of Stockholders of the Company held on May 19, 2020, approving the Amendment, certified as of the date hereof by an officer of the Company;
         7. The Plan, certified as of the date hereof by an officer of the Company;

         8. A certificate executed by an officer of the Company, dated as of the date hereof; and

         9. Such other documents and matters as we have deemed necessary or appropriate to express the opinion set forth below, subject to the assumptions, limitations and qualifications stated herein.




Xenia Hotels & Resorts, Inc.
May 27, 2020
Page 2



In expressing the opinion set forth below, we have assumed the following:

1.Each individual executing any of the Documents, whether on behalf of such individual or any other person, is legally competent to do so.

2.Each individual executing any of the Documents on behalf of a party (other than the Company) is duly authorized to do so.

3.Each of the parties (other than the Company) executing any of the Documents has duly and validly executed and delivered each of the Documents to which such party is a signatory, and such party’s obligations set forth therein are legal, valid and binding and are enforceable in accordance with all stated terms.

4.All Documents submitted to us as originals are authentic. The form and content of all Documents submitted to us as unexecuted drafts do not differ in any respect relevant to this opinion from the form and content of such Documents as executed and delivered. All Documents submitted to us as certified or photostatic copies conform to the original documents. All signatures on all Documents are genuine. All public records reviewed or relied upon by us or on our behalf are true and complete. All representations, warranties, statements and information contained in the Documents are true and complete. There has been no oral or written modification of or amendment to any of the Documents, and there has been no waiver of any provision of any of the Documents, by action or omission of the parties or otherwise.
5.The Shares will not be issued in violation of any restriction or limitation contained in Article VII of the Charter or in the Plan.
         6. Upon the issuance of any of the Shares, the total number of shares of Common Stock issued and outstanding will not exceed the total number of shares of Common Stock that the Company is then authorized to issue under the Charter.

         7. Each option, restricted stock unit, right or other security exercisable or exchangeable for a Share pursuant to the Plan (each, an “Award”) will be duly authorized and validly granted in accordance with the Plan and exercised or exchanged in accordance with the terms of the Plan, including any stock option agreement, restricted stock agreement or other form of award agreement entered into in connection therewith, at the time of any exercise or exchange of such Award.

         Based upon the foregoing, and subject to the assumptions, limitations and qualifications stated herein, it is our opinion that:

1.The Company is a corporation duly incorporated and existing under and by virtue of the laws of the State of Maryland and is in good standing with the SDAT.

2.The issuance of the Shares has been duly authorized and, when and to the extent issued in accordance with the Registration Statement, the Resolutions, the Plan and any stock option agreement, restricted stock agreement or other form of award agreement utilized under the Plan, the Shares will be validly issued, fully paid and nonassessable.

The foregoing opinion is limited to the laws of the State of Maryland, and we do not express any opinion herein concerning any other law. We express no opinion as to the applicability or effect of any federal or state securities laws, including the securities laws of the State of Maryland. To the extent that any matter as to which our opinion is expressed herein would be governed by the laws of any jurisdiction other than the State of Maryland, we do not express any opinion on such matter. The opinion expressed herein is subject to the effect of any judicial decision which may permit the introduction of parol evidence to modify the terms or the interpretation of agreements.




Xenia Hotels & Resorts, Inc.
May 27, 2020
Page 3


The opinion expressed herein is limited to the matters specifically set forth herein and no other opinion shall be inferred beyond the matters expressly stated. We assume no obligation to supplement this opinion if any applicable law changes after the date hereof or if we become aware of any fact that might change the opinion expressed herein after the date hereof.

This opinion is being furnished to you for submission to the Commission as an exhibit to the Registration Statement. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving this consent, we do not admit that we are within the category of persons whose consent is required by Section 7 of the 1933 Act.
Very truly yours,

/s/ Venable LLP























Document
Exhibit 23.2
Consent of Independent Registered Public Accounting Firm

The Board of Directors
Xenia Hotels & Resorts, Inc:

We consent to the use of our report dated February 25, 2020, with respect to the consolidated balance sheets of Xenia Hotels & Resorts, Inc. as of December 31, 2019 and 2018, the related consolidated statements of operations, equity, and cash flows for each of the years in the three-year period ended December 31, 2019, and the related notes and financial statement schedule III and the effectiveness of internal control over financial reporting as of December 31,2019, incorporated herein by reference.

The audit report contains an explanatory paragraph related to Xenia Hotels & Resorts, Inc.’s change in method of accounting for leases as of January 1, 2019 due to the adoption of Accounting Standards Codification Topic 842, Leases.

/s/ KPMG LLP

Orlando, Florida
May 27, 2020