8-K
PROCACCIANTI HOTEL REIT, INC. (PRXA)
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 eventreported): October 2, 2020
PROCACCIANTI HOTEL REIT, INC.
(Exact Name of Registrant as Specifiedin Its Charter)
| Maryland | 333-217578 | 81-3661609 |
|---|---|---|
| (State or other jurisdiction ofincorporation or organization) | (CommissionFile Number) | (I.R.S. EmployerIdentification No.) |
1140 Reservoir Avenue
Cranston, Rhode Island 02920-6320
(Address of principal executive offices)
(401) 946-4600
(Registrant’s telephone number,including area code)
N/A
(Former name or former address, if changedsince 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)) |
| ¨ | 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 each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| N/A | N/A | N/A |
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 | x |
|---|---|
| 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. | x |
Item 7.01 Regulation FD Disclosure.
Stockholder Letter
Procaccianti Hotel REIT, Inc. (the “Company”) sent a letter to stockholders regarding recent developments regarding the status of certain mortgage debt securing its hotel properties. A copy of the stockholder letter is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information contained in this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed “filed” for the 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, nor shall such information be deemed incorporated by reference into any filing made by the Company under the Exchange Act or Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
| (d) | Exhibits |
|---|---|
| 99.1 | Stockholder Letter |
| --- | --- |
Forward-Looking Statements
Statements in this Current Report on Form 8-K, includingintentions, beliefs or expectations relating to the Company’s response to COVID-19 and the ability of the Company to weatherthe related economic challenges are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933,as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The forward-looking statements included hereinare based upon our current expectations, plans, estimates, assumptions and beliefs that involve numerous risks and uncertainties.Assumptions relating to the foregoing involve judgments with respect to, among other things, future economic, competitive and marketconditions and future business decisions, all of which are difficult or impossible to predict accurately and many of which arebeyond our control. Although we believe that the expectations reflected in such forward-looking statements are based on reasonableassumptions, our actual results and performance could differ materially from those set forth in the forward-looking statements.Factors which could have a material adverse effect on our operations and future prospects include, but are not limited to: changesin the severity of the public health and economic impact of COVID-19, and other risks described in the "Risk Factors"section of the Company’s prospectus, as updated by its other filings with the Securities and Exchange Commission. You arecautioned not to place undue reliance on any forward-looking statements and the Company undertakes no duty to update any forward-lookingstatements.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Current Report to be signed on its behalf by the undersigned, thereunto duly authorized.
| PROCACCIANTI HOTEL REIT, INC. | ||
|---|---|---|
| Date: October 2, 2020 | By: | /s/ Gregory Vickowski |
| Gregory Vickowski | ||
| Chief Financial Officer |
Exhibit 99.1
Dear Stockholders of Procaccianti Hotel REIT, Inc.:
Procaccianti Hotel REIT, Inc. (referred to herein as “we,” “us”, “our” and the “Company”) is writing to update our fellow stockholders regarding the status of the outstanding mortgage debt on real estate properties owned by the Company (the “Properties”).
| 1. | Wilmington, NC-Springhill Suites |
|---|
The Property continues to be in compliance with the original loan obligations and all required payments have been made as agreed.
| 2. | St. Petersburg, FL-Staybridge Suites |
|---|
The Property continues to be in compliance with the original loan obligations and all required payments have been made as agreed. In August 2020, we received a written waiver of all debt service coverage testing for the tests due for the period beginning June 2020 through the remainder of 2020.
| 3. | Traverse City, MI-Hotel Indigo |
|---|
In April 2020, we received a deferral of the obligations to make interest payments from our lender Citizens Bank for a period of three months. As of September 29, 2020, the Property was able to generate sufficient income to repay the deferred interest in full. Accordingly, as of the date hereof, the Property is in compliance with the original loan obligations and all required payments have been made as agreed.
| 4. | Providence, RI-Hilton Garden Inn |
|---|
In April, 2020, we received a deferral of the obligations to make interest payments from our lender East Boston Savings Bank for a period of six months. Under this deferral arrangement, the deferred interest payments were required to be repaid in twelve monthly installments commencing April 2021. In addition, debt service coverage ratio tests are waived through the end of 2020. As of the date hereof, the loan with East Boston Savings Bank is in compliance with the above referenced loan arrangements.
In summary, the Company and its subsidiaries continue to comply with the mortgage debt arrangements applicable to the Properties, and, as of the date hereof, the Company is not subject to any restrictions which preclude distributions by the Company to its stockholders.
Thank you for your continued trust as we manage through this global health crisis.
Sincerely,
James A. Procaccianti
Chief Executive Officer and President
Forward-Looking Statements
Statements in this letter, including intentions, beliefsor expectations relating to the Company’s response to COVID-19 and the ability of the Company to weather the related economicchallenges are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section21E of the Securities Exchange Act of 1934, as amended. The forward-looking statements included herein are based upon our currentexpectations, plans, estimates, assumptions and beliefs that involve numerous risks and uncertainties. Assumptions relating tothe foregoing involve judgments with respect to, among other things, future economic, competitive and market conditions and futurebusiness decisions, all of which are difficult or impossible to predict accurately and many of which are beyond our control. Althoughwe believe that the expectations reflected in such forward-looking statements are based on reasonable assumptions, our actual resultsand performance could differ materially from those set forth in the forward-looking statements. Factors which could have a materialadverse effect on our operations and future prospects include, but are not limited to, changes in the severity of the public healthand economic impact of COVID-19, and other risks described in the "Risk Factors" section of the Company’s prospectusdated July 7, 2020, as updated by its other filings with the Securities and Exchange Commission. You are cautioned not to placeundue reliance on any forward-looking statements and we undertake no duty to update any forward-looking statements.