UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
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| Item 8.01. | Other Events. |
On May 21, 2021, Xenia Hotels & Resorts, Inc. (the “Company”) entered into Amendment No. 3 (the “Amendment”) to its equity distribution agreement dated March 2, 2018, as amended by Amendment No. 1 on February 27, 2019, and as further amended by Amendment No. 2 on August 19, 2020 (collectively, the “equity distribution agreement”), with Wells Fargo Securities, LLC, Robert W. Baird & Co. Incorporated, Jefferies LLC, KeyBanc Capital Markets Inc. and Raymond James & Associates, Inc. (each, an “agent” and, collectively, the “agents“) relating to shares of the Company’s common stock, $0.01 par value per share (“Common Stock”), to replenish shares of Common Stock previously sold under the equity distribution agreement. Pursuant to the equity distribution agreement, as amended, the Company may from time to time offer and sell additional shares of Common Stock having an aggregate offering price of up to $200,000,000 (the “Shares”) through the agents, as the Company’s sales agents, or directly to the agents, acting as principals.
Any Shares the Company determines to issue in the future under the equity distribution agreement, as amended, will be issued pursuant to the Company’s shelf registration statement on Form S-3 (File No. 333-248120) filed with the Securities and Exchange Commission (“SEC”) on August 19, 2020 and a new prospectus supplement filed with the SEC on May 21, 2021.
This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy any security, nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.
The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment, which is filed as Exhibit 1.1 to this Current Report on Form 8-K and incorporated herein by reference. In connection with the filing of the prospectus supplement, the Company is filing as Exhibit 5.1 to this Current Report on Form 8-K an opinion of its counsel, Venable LLP, regarding certain matters of Maryland law, including the validity of the Shares.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. |
Description | |
| 1.1 | Amendment No. 3 to Equity Distribution Agreement, dated May 21, 2021, by and among Xenia Hotels & Resorts, Inc., Wells Fargo Securities, LLC, Robert W. Baird & Co. Incorporated, Jefferies LLC, KeyBanc Capital Markets Inc. and Raymond James & Associates, Inc. | |
| 5.1 | Opinion of Venable LLP | |
| 23.1 | Consent of Venable LLP (contained in opinion filed as Exhibit 5.1 hereto) | |
| 104 | Cover 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.
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Xenia Hotels & Resorts, Inc. |
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| Date: May 21, 2021 |
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By: | /s/ Atish Shah |
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Name: | Atish Shah |
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Title: | Executive Vice President, Chief Financial Officer and Treasurer |
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