8-K

PROCACCIANTI HOTEL REIT, INC. (PRXA)

8-K 2023-05-05 For: 2023-05-05
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Added on April 06, 2026

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):May 5, 2023

PROCACCIANTI HOTEL REIT, INC.

(Exact Name of Registrant as Specified in ItsCharter)

Maryland 000-56272 81-3661609
(State or other jurisdiction of<br><br> <br>incorporation or organization) (Commission<br><br> <br>File Number) (I.R.S. Employer<br><br> <br>Identification No.)

1140 Reservoir Avenue

Cranston, Rhode Island 02920-6320

(Address of principal executive offices)


(401) 946-4600

(Registrant’s telephone number, includingarea code)

N/A

(Former name or former address, if changed sincelast 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 1.01 Entry into a Material Definitive Agreement

Rent Confirmations

On May 4, 2023, the board of directors of Procaccianti Hotel REIT, Inc. (the “Company”) (i) authorized the entry into a Confirmation of Renewal Period Rent, dated May 4, 2023 (the “Staybridge Lease Rent Confirmation”), by and between PHR STPFL, LLC (“PHR STPFL”), a Delaware limited company and wholly-owned subsidiary of Procaccianti Convertible Fund, LLC, a Delaware limited liability company that is an affiliate of both the Company’s sponsor and advisor (the “Fund”), and PHR STPFL OPCO SUB, LLC, a Delaware limited company and wholly-owned subsidiary of the Fund (“PHR STPFL OPCO SUB”), which, among other things, establishes the rents for the first renewal period of that certain Hotel Lease, dated March 29, 2018, by and between PHR STPFL and PHR STPFL OPCO SUB; and (ii) authorized the entry into a Confirmation of Renewal Period Rent, dated May 4, 2023 (the “SpringHill Rent Confirmation” and together with the Staybridge Lease Rent Confirmation, the “Rent Confirmations”) , by and between PHR WNC, LLC, a Delaware limited company and wholly-owned subsidiary of the Fund (“PHR WNC”), and PHR WNC OPCO SUB, LLC a Delaware limited company and wholly-owned subsidiary of the Fund (“PHR WNC OPCO SUB”), which, among other things, establishes the rents for the first renewal period of that certain Hotel Lease, dated March 29, 2018, by and between PHR WNC and PHR WNC OPCO SUB.

A copy of each of the Rent Confirmations is attached as Exhibit 10.1 and Exhibit 10.2 to this Current Report on Form 8-K and are incorporated herein by reference. The disclosure as set forth in this Item 1.01 is intended to be a summary only and is qualified in its entirely by reference to the full text of the Rent Confirmations.

Item 9.01 Financial Statements and Exhibits.


(d) Exhibits

Exhibit No. Description
10.1 Confirmation of Renewal Period Rent, by and between PHR STPFL, LLC and PHR STPFL OPCO SUB, LLC, dated May 4, 2023.
10.2 Confirmation of Renewal Period Rent, by and between PHR WNC, LLC and PHR WNC OPCO SUB, LLC, dated May 4, 2023.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).


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.

PROCACCIANTI HOTEL REIT, INC.
Date: May 5, 2023 By: /s/ Gregory Vickowski
Gregory Vickowski
Chief Financial Officer

Exhibit 10.1

CONFIRMATION OF EXTENSION PERIOD RENT

This CONFIRMATION OF RENEWAL PERIOD RENT (this "Agreement") is made effective as of the 31^st^ day of March 2023 (the "Effective Date"), by and between PHR STPFL, LLC, a Delaware limited liability company ("Landlord"), and PHR STPFL OPCO SUB, LLC, a Delaware limited liability company ("Tenant").

WITNESSETH:

WHEREAS, Landlord and Tenant are parties to that certain Hotel Lease dated March 29, 2018 (the "Lease") for certain real property located at 940 5^th^ Avenue, St. Petersburg, Florida as more particularly described in the lease (the "Land") and all improvements thereon, including the building that is being operated as a hotel, furniture, furnishings equipment, fixtures, and other personal property that is owned by Landlord (the "Leased Property").

WHEREAS, in connection with the automatic extension of Term pursuant to Section 2.2 of the Lease, Landlord and Tenant desire to confirm and agree upon the Base Rent and Percentage Rent during the first Renewal Term of the Lease, in the manner herein set forth.

NOW, THEREFORE, for and in consideration of the mutual covenants contained herein, and for Ten and No/100 Dollars ($10.00) and other good and valuable consideration, paid by the parties hereto to one another, the receipt and sufficiency of which are acknowledged by the parties hereto, the parties hereto hereby covenant and agree as follows:

1.                  Definitions/Recitals. Terms used but not defined in this Agreement will have the definitions given to them in the Lease. The recitals set forth above are incorporated herein and made a part of this Agreement to the same extent as if set forth herein in full.

2.                  Rent. During the Renewal Term, Rent shall be paid in accordance with the following:

Fixed Rent: Fixed Rent shall be paid monthly in the amounts shown on the table attached hereto as Exhibit A.

Percentage Rent: Percentage Rent shall be paid monthly in the percentages in excess of the corresponding Gross Revenue figure as shown on the table attached hereto as Exhibit B.

Except as provided above, the specific method and timing of payment of Rent under this Section 3 shall continue to be governed by the Lease.

3.                  Ratifications. Except as provided otherwise herein, the Lease shall remain in full force and effect, and Landlord and Tenant hereby ratify and reaffirm the terms, covenants, premises, warranties, representations and conditions hereof and thereof. The Lease, as amended hereby, shall be binding upon, and shall inure to the benefit of the parties hereto, and their respective heirs, successors, assigns and anyone claiming by, through and under any of them, whether voluntary by act of the parties or involuntary by operation of law.

4.                  Authority. By execution hereof, each of Tenant and Landlord represents and warrants that it has the power to make, deliver and perform under this Agreement.

5.                  Counterpart Execution. This Agreement may be executed in one or more signature page counterparts, each of which, when combined with the remainder of this Agreement, shall constitute one and the same document. Transmission of an executed signature page of this Agreement by email shall be effective to create a binding agreement, but the transmitting party must thereafter provide an original signature page to the other party upon request.

[Signatures appear on nextpage]

IN WITNESS WHEREOF, the undersigned have caused this Agreement to be executed and delivered effective as of the day and year first above written.

LANDLORD:
PHR STPFL, LLC,
a Delaware limited liability company
By: /s/ James A. Procaccianti
Name: James A. Procaccianti
Its: Authorized Signer
TENANT:
PHR STPFL OPCO SUB, LLC,
a Delaware limited liability company
By: /s/ James A. Procaccianti
Name: James A. Procaccianti
Its: Authorized Signer

Exhibit A


Fixed Rent


Month/Year Fixed Rent
4/30/23 107,866
5/31/23 58,930
6/30/23 51,579
7/31/23 54,901
8/31/23 34,492
9/30/23 43,221
10/31/23 36,956
11/30/23 43,116
12/31/23 42,880
1/31/24 62,401
2/29/24 109,064
3/31/24 150,965
4/30/24 110,105
5/31/24 48,794
6/30/24 41,300
7/31/24 47,793
8/31/24 21,892
9/30/24 41,406
10/31/24 92,017
11/30/24 50,087
12/31/24 41,621
1/31/25 64,273
--- ---
2/28/25 112,336
3/31/25 155,494
4/30/25 113,408
5/31/25 50,258
6/30/25 42,539
7/31/25 49,227
8/31/25 22,548
9/30/25 42,648
10/31/25 94,777
11/30/25 51,589
12/31/25 42,870
1/31/26 66,201
2/28/26 115,706
3/31/26 160,159
4/30/26 116,810
5/31/26 51,765
6/30/26 43,815
7/31/26 50,704
8/31/26 23,225
9/30/26 43,928
10/31/26 97,621
11/30/26 53,137
12/31/26 44,156
1/31/27 68,187
--- ---
2/28/27 119,177
3/31/27 164,964
4/30/27 120,315
5/31/27 53,318
6/30/27 45,129
7/31/27 52,225
8/31/27 23,922
9/30/27 45,246
10/31/27 100,549
11/30/27 54,731
12/31/27 45,481
1/31/28 69,483
2/29/28 122,429
3/31/28 170,470

Exhibit B


Percentage Rent


Month/Year Gross Revenue Floor Percentage Rent
4/30/23 378,466 71.25 %
5/31/23 279,469 52.72 %
6/30/23 258,502 49.88 %
7/31/23 277,700 49.42 %
8/31/23 230,677 37.38 %
9/30/23 243,971 44.29 %
10/31/23 229,640 40.23 %
11/30/23 240,854 44.75 %
12/31/23 245,206 43.72 %
1/31/24 241,800 64.52 %
2/29/24 368,729 73.95 %
3/31/24 471,055 80.12 %
4/30/24 379,655 72.50 %
5/31/24 265,391 45.96 %
6/30/24 257,600 40.08 %
7/31/24 278,280 42.94 %
8/31/24 230,433 23.75 %
9/30/24 250,551 41.32 %
10/31/24 336,334 68.40 %
11/30/24 260,749 48.02 %
12/31/24 260,418 39.96 %
1/31/25 249,054 64.52 %
2/28/25 379,791 73.95 %
3/31/25 485,187 80.12 %
4/30/25 391,044 72.50 %
5/31/25 273,353 45.96 %
6/30/25 265,328 40.08 %
7/31/25 286,628 42.94 %
8/31/25 237,346 23.75 %
9/30/25 258,067 41.32 %
10/31/25 346,424 68.40 %
11/30/25 268,571 48.02 %
12/31/25 268,230 39.96 %
1/31/26 256,526 64.52 %
2/28/26 391,184 73.95 %
3/31/26 499,742 80.12 %
4/30/26 402,776 72.50 %
5/31/26 281,554 45.96 %
6/30/26 273,288 40.08 %
--- --- --- ---
7/31/26 295,227 42.94 %
8/31/26 244,466 23.75 %
9/30/26 265,809 41.32 %
10/31/26 356,817 68.40 %
11/30/26 276,628 48.02 %
12/31/26 276,277 39.96 %
1/31/27 264,221 64.52 %
2/28/27 402,920 73.95 %
3/31/27 514,734 80.12 %
4/30/27 414,859 72.50 %
5/31/27 290,000 45.96 %
6/30/27 281,486 40.08 %
7/31/27 304,084 42.94 %
8/31/27 251,800 23.75 %
9/30/27 273,784 41.32 %
10/31/27 367,522 68.40 %
11/30/27 284,927 48.02 %
12/31/27 284,566 39.96 %
1/31/28 285,098 60.93 %
2/29/28 434,756 70.40 %
3/31/28 555,405 76.73 %

Exhibit 10.2

CONFIRMATION OF EXTENSION PERIOD RENT

This CONFIRMATION OF RENEWAL PERIOD RENT (this "Agreement") is made effective as of the 31^st^ day of March 2023 (the "Effective Date"), by and between PHR WNC, LLC, a Delaware limited liability company ("Landlord"), and PHR WNC OPCO SUB, LLC, a Delaware limited liability company ("Tenant").

WITNESSETH:

WHEREAS, Landlord and Tenant are parties to that certain Hotel Lease dated March 29, 2018 (the "Lease") for certain real property located at 1014 Ashes Drive, Wilmington, North Carolina as more particularly described in the lease (the "Land") and all improvements thereon, including the building that is being operated as a hotel, furniture, furnishings equipment, fixtures, and other personal property that is owned by Landlord (the "Leased Property").

WHEREAS, in connection with the automatic extension of Term pursuant to Section 2.2 of the Lease, Landlord and Tenant desire to confirm and agree upon the Base Rent and Percentage Rent during the first Renewal Term of the Lease, in the manner herein set forth.

NOW, THEREFORE, for and in consideration of the mutual covenants contained herein, and for Ten and No/100 Dollars ($10.00) and other good and valuable consideration, paid by the parties hereto to one another, the receipt and sufficiency of which are acknowledged by the parties hereto, the parties hereto hereby covenant and agree as follows:

1.                  Definitions/Recitals. Terms used but not defined in this Agreement will have the definitions given to them in the Lease. The recitals set forth above are incorporated herein and made a part of this Agreement to the same extent as if set forth herein in full.

2.                  Rent. During the Renewal Term, Rent shall be paid in accordance with the following:

Fixed Rent: Fixed Rent shall be paid monthly in the amounts shown on the table attached hereto as Exhibit A.

Percentage Rent: Percentage Rent shall be paid monthly in the percentages in excess of the corresponding Gross Revenue figure as shown on the table attached hereto as Exhibit B.

Except as provided above, the specific method and timing of payment of Rent under this Section 3 shall continue to be governed by the Lease.

3.                  Ratifications. Except as provided otherwise herein, the Lease shall remain in full force and effect, and Landlord and Tenant hereby ratify and reaffirm the terms, covenants, premises, warranties, representations and conditions hereof and thereof. The Lease, as amended hereby, shall be binding upon, and shall inure to the benefit of the parties hereto, and their respective heirs, successors, assigns and anyone claiming by, through and under any of them, whether voluntary by act of the parties or involuntary by operation of law.

4.                  Authority. By execution hereof, each of Tenant and Landlord represents and warrants that it has the power to make, deliver and perform under this Agreement.

5.                  Counterpart Execution. This Agreement may be executed in one or more signature page counterparts, each of which, when combined with the remainder of this Agreement, shall constitute one and the same document. Transmission of an executed signature page of this Agreement by email shall be effective to create a binding agreement, but the transmitting party must thereafter provide an original signature page to the other party upon request.

[Signatures appear on nextpage]

IN WITNESS WHEREOF, the undersigned have caused this Agreement to be executed and delivered on the day and year first above written.

LANDLORD:
PHR WNC, LLC,
a Delaware limited liability company
By: /s/ James A. Procaccianti
Name: James A. Procaccianti
Its: Authorized Signer
TENANT:
PHR WNC OPCO SUB, LLC,
a Delaware limited liability company
By: /s/ James A. Procaccianti
Name: James A. Procaccianti
Its: Authorized Signer

Exhibit A


Fixed Rent


Month/Year Base rent
4/30/23 67,480
5/31/23 83,997
6/30/23 102,767
7/31/23 114,670
8/31/23 91,687
9/30/23 60,221
10/31/23 59,210
11/30/23 29,300
12/31/23 12,704
1/31/24 12,446
2/29/24 40,169
3/31/24 48,154
4/30/24 69,035
5/31/24 76,824
6/30/24 106,863
7/31/24 117,996
8/31/24 96,749
9/30/24 59,572
10/31/24 53,789
11/30/24 32,415
12/31/24 8,666
1/31/25 12,820
2/28/25 41,374
3/31/25 49,599
4/30/25 71,106
5/31/25 79,128
6/30/25 110,069
7/31/25 121,536
8/31/25 99,651
9/30/25 61,359
10/31/25 55,402
11/30/25 33,388
12/31/25 8,926
1/31/26 13,204
2/28/26 42,615
3/31/26 51,087
4/30/26 73,239
5/31/26 81,502
6/30/26 113,371
7/31/26 125,182
--- ---
8/31/26 102,641
9/30/26 63,200
10/31/26 57,064
11/30/26 34,389
12/31/26 9,194
1/31/27 13,600
2/28/27 43,894
3/31/27 52,619
4/30/27 75,437
5/31/27 83,947
6/30/27 116,772
7/31/27 128,937
8/31/27 105,720
9/30/27 65,096
10/31/27 58,776
11/30/27 35,421
12/31/27 9,470
1/31/28 6,040
2/29/28 35,253
3/31/28 42,608

Exhibit B


Percentage Rent

Month/Year Gross Revenue Floor Percentage Rent
4/30/23 245,328 57.24 %
5/31/23 279,084 62.63 %
6/30/23 317,186 67.43 %
7/31/23 344,698 69.23 %
8/31/23 296,107 64.44 %
9/30/23 233,408 53.69 %
10/31/23 232,198 53.07 %
11/30/23 170,066 35.85 %
12/31/23 133,736 19.77 %
1/31/24 126,179 20.53 %
2/29/24 175,701 47.58 %
3/31/24 204,380 49.03 %
4/30/24 245,694 58.47 %
5/31/24 275,273 58.08 %
6/30/24 333,984 66.59 %
7/31/24 361,530 67.92 %
8/31/24 304,452 66.13 %
9/30/24 244,385 50.73 %
10/31/24 224,871 49.78 %
11/30/24 173,902 38.79 %
12/31/24 141,698 12.73 %
1/31/25 129,964 20.53 %
2/28/25 180,972 47.58 %
3/31/25 210,512 49.03 %
4/30/25 253,065 58.47 %
5/31/25 283,531 58.08 %
6/30/25 344,003 66.59 %
7/31/25 372,376 67.92 %
8/31/25 313,585 66.13 %
9/30/25 251,717 50.73 %
10/31/25 231,617 49.78 %
11/30/25 179,119 38.79 %
12/31/25 145,949 12.73 %
1/31/26 133,863 20.53 %
2/28/26 186,401 47.58 %
3/31/26 216,827 49.03 %
4/30/26 260,657 58.47 %
5/31/26 292,037 58.08 %
--- --- --- ---
6/30/26 354,323 66.59 %
7/31/26 383,547 67.92 %
8/31/26 322,993 66.13 %
9/30/26 259,268 50.73 %
10/31/26 238,565 49.78 %
11/30/26 184,492 38.79 %
12/31/26 150,327 12.73 %
1/31/27 137,879 20.53 %
2/28/27 191,993 47.58 %
3/31/27 223,332 49.03 %
4/30/27 268,477 58.47 %
5/31/27 300,798 58.08 %
6/30/27 364,953 66.59 %
7/31/27 395,053 67.92 %
8/31/27 332,682 66.13 %
9/30/27 267,046 50.73 %
10/31/27 245,722 49.78 %
11/30/27 190,027 38.79 %
12/31/27 154,837 12.73 %
1/31/28 135,048 9.31 %
2/29/28 188,051 39.01 %
3/31/28 218,747 40.54 %