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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 14, 2020

Xenia Hotels & Resorts, Inc.
(Exact Name of Registrant as Specified in its Charter)
Maryland001-3659420-0141677
(State or Other Jurisdiction of Incorporation)(Commission File Number)(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:

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)) 
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 each classTrading SymbolName of each exchange on which registered
Common StockXHRNew York Stock Exchange
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      2.02.       Results of Operations and Financial Condition.

On October 14, 2020, Xenia Hotels & Resorts, Inc. (the “Company”) issued a press release announcing preliminary financial and operating results for the quarter ended September 30, 2020. The full text of the press release is furnished as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference.

Item      7.01.       Regulation FD Disclosure

The information set forth in Item 2.02 of this Form 8-K is incorporated by reference in this Item 7.01.

The information furnished pursuant to Items 2.02 and 7.01 of this Form 8-K, including Exhibit 99.1 hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that section, nor shall it be deemed incorporated by reference in any filing made by the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as set forth by specific reference in such filing.

Item      8.01.      Other Events

On October 14, 2020, the Company issued a press release announcing the commencement of a proposed private offering of $150.0 million aggregate principal amount of its 6.375% senior secured notes due 2025. The full text of the press release is filed as Exhibit 99.2 to this Form 8-K and is incorporated herein by reference.

Item    9.01.    Financial Statements and Exhibits.

(d)    Exhibits.
Exhibit No.Description
Press Release of Xenia Hotels & Resorts, Inc., dated as of October 14, 2020 (furnished pursuant to Item 2.02)
Press Release of Xenia Hotels & Resorts, Inc., dated October 14, 2020 (filed pursuant to Item 8.01)
104Cover Page Interactive Data File (embedded within the Inline XBRL document)

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 14, 2020By:/s/ Taylor C. Kessel
Name:Taylor C. Kessel
Title:Senior Vice President - General Counsel and Secretary