8-K

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 21, 2021

Xenia Hotels & Resorts, Inc.

(Exact Name of Registrant as Specified in its Charter)

Maryland	001-36594	20-0141677
(State or Other Jurisdiction<br>of Incorporation)	(Commission<br>File Number)	(IRS Employer<br>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)
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☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐	Commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading<br>Symbol	Name of each exchange<br>on which registered
Common Stock	XHR	New 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 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.

	Xenia Hotels & Resorts, Inc.
Date: May 21, 2021	By:	/s/ Atish Shah
	Name:	Atish Shah
	Title:	Executive Vice President, Chief Financial Officer and Treasurer

EX-1.1

Exhibit 1.1

XENIA HOTELS & RESORTS, INC.

COMMON STOCK ($0.01 PAR VALUE PER SHARE)

AMENDMENT NO. 3 TO

EQUITY DISTRIBUTION AGREEMENT

May 21, 2021

AMENDMENT NO. 3 TO EQUITY DISTRIBUTION AGREEMENT

AMENDMENT NO. 3, dated as of May 21, 2021 (the “Amendment No. 3”), by and among Xenia Hotels & Resorts, Inc., a Maryland corporation (the “Company”), XHR LP, a Delaware limited partnership (the “Operating Partnership”), and Wells Fargo Securities, LLC, Robert W. Baird & Co. Incorporated, Jefferies LLC, KeyBanc Capital Markets Inc. and Raymond James & Associates, Inc., as sales agents and/or principals (each, a “Manager” and, collectively, the “Managers”), to that certain Equity Distribution Agreement, dated March 2, 2018, as amended by Amendment No. 1 thereto, dated February 27, 2019, and as further amended by Amendment No. 2 thereto, dated August 19, 2020 (as so amended, the “Agreement”).

W I T N E S S E T H:

WHEREAS, pursuant to the Agreement, the Company has implemented an at-the-market offering program (the “ATM Program”) under which the Company was originally authorized to issue its Common Stock with an aggregate offering price of up to $200,000,000;

WHEREAS, prior to the Effective Date (as defined below), the Company sold Shares under the ATM Program with an aggregate offering price of $137,413,293.62, and Common Stock with an aggregate offering price of up to $62,586,706.38 remained available for issue and sale under the ATM Program;

WHEREAS, each of the Company, the Operating Partnership and the Managers desires to increase the Maximum Amount by $137,413,293.62, from $200,000,000 to $337,413,293.62, with the result that Common Stock with an aggregate offering price of up to $200,000,000 will be available for issue and sale under the ATM Program as of the Effective Date; and

WHEREAS, this Amendment No. 3, effective as of May 21, 2021 (the “Effective Date”), shall constitute an amendment to the Agreement, which shall remain in full force and effect as amended by this Amendment No. 3.

NOW, THEREFORE, in consideration of the mutual agreement to amend the Agreement, the parties hereto, intending legally to be bound, hereby amend and modify the Agreement as of the date hereof as follows:

Section 1.     Definitions.

Unless otherwise specified herein, capitalized terms used herein shall have the respective meanings assigned thereto in the Agreement.

Section 2.     Representation and Warranty.

Each of the Company and the Operating Partnership, jointly and severally, represents and warrants to the Managers that this Amendment No. 3 has been duly authorized, executed and delivered by, and is a valid and binding agreement of, each of the Company and the Operating Partnership.

Section 3.     Amendment of the Agreement.

(a)    On and after the Effective Date, the second sentence of the first paragraph of the Agreement is amended to read as follows:

“The Company proposes to issue and sell to or through the Managers, on the terms set forth in this equity distribution agreement shares of its common stock, $0.01 par value per share, having an aggregate gross sales price of up to $337,413,294 (the “Shares” and, such amount, the “Maximum Amount”), of which $200,000,000 remains available for issue and sale as of May 21, 2021.”

(b)    On and after the Effective Date, the list of significant subsidiaries set forth in Schedule II of the Agreement is amended to read as follows:

“XHR LP

XHR Management, LLC

IA Lodging Napa Solano, L.L.C.

IA Urban Hotels Cambridge, L.L.C.”

(c)    On and after the Effective Date, the references to “Prospectus Supplement” shall refer to the final prospectus supplement, relating to the Shares, filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act on the date hereof, in the form furnished by the Company to the Managers in connection with the offering of the Shares.

Section 4.    Applicable Law. This Amendment No. 3 and any claim, controversy or dispute arising under or related to this Amendment No. 3 shall be governed by and construed in accordance with the internal laws of the State of New York without giving effect to any choice of law or conflicting provision or rule (whether of the State of New York, or any other jurisdiction) that would cause the laws of any jurisdiction other than the State of New York to be applied.

Section 5.    Entire Agreement. The Agreement, as amended by this Amendment No. 3, represents the entire agreement between the Company, the Operating Partnership and each Manager with respect to the preparation of any Registration Statement, Prospectus Supplement or the Prospectus, the conduct of the offering and the sale and distribution of the Shares.

Section 6.    Execution in Counterparts. This Amendment No. 3 may be signed in two or more counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. Counterparts may be delivered via facsimile, electronic mail (including any electronic signature covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act, the Electronic Signatures and Records Act or other applicable law, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

[SIGNATURE PAGES FOLLOW]

If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company and the Operating Partnership a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Managers, the Company and the Operating Partnership in accordance with its terms.

Very truly yours,<br> <br><br><br><br>XENIA HOTELS & RESORTS, INC.
By:	/s/  Atish Shah
	Name: Atish Shah
	Title: Executive Vice President, Chief Financial Officer, and Treasurer
XHR LP<br> <br><br><br><br>By: XHR GP, INC., its general partner
By:	/s/  Atish Shah
	Name: Atish Shah
	Title: Executive Vice President, Chief Financial Officer, and Treasurer

[Signature Page toAmendment No. 3 to the Equity Distribution Agreement]

Confirmed and accepted, as of<br> <br>the<br>date first written above.
WELLS FARGO SECURITIES, LLC
By:	/s/ Elizabeth Alvarez
	Name: Elizabeth Alvarez
	Title: Managing Director
ROBERT W. BAIRD & CO. INCORPORATED
By:	/s/ Christopher Walter
	Name: Christopher Walter
	Title: Managing Director
JEFFERIES LLC
By:	/s/ Gregory S. Rinsky
	Name: Gregory S. Rinsky
	Title: Managing Director
KEYBANC CAPITAL MARKETS INC.
By:	/s/ Paul Hodermarsky
	Name: Paul Hodermarsky
	Title: Managing Director, Equity Capital Markets
RAYMOND JAMES & ASSOCIATES, INC.
By:	/s/ Brad Butcher
	Name: Brad Butcher
	Title: Co-Head of Real Estate Investment Banking

[Signature Page toAmendment No. 3 to the Equity Distribution Agreement]

EX-5.1

Exhibit 5.1

[LETTERHEAD OF VENABLE LLP]

May 21, 2021

Xenia Hotels & Resorts, Inc.

200 S. Orange Avenue, Suite 2700

Orlando, FL 32801

Re:	Registration Statement on Form S-3

Commission File No. 333-248120

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 the issuance and sale by the Company from time to time of shares (the “Shares”) of the Company’s common stock, $0.01 par value per share (the “Common Stock”), having an aggregate offering price of up to $200,000,000, covered by the above-referenced Registration Statement, and all amendments thereto (collectively, 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 “Securities 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, substantially in the form in which it was filed with the Commission under the Securities Act;

2.    The Company’s Prospectus, dated August 19, 2020, as supplemented by the Company’s Prospectus Supplement, dated are of the date hereof, each substantially in the form in which it was filed with the Commission pursuant to Rule 424(b) promulgated under the Securities Act;

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

4.    The Bylaws of the Company, as amended (the “Bylaws”), certified as of the date hereof by an officer of the Company;

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

Xenia Hotels & Resorts, Inc.

May 21, 2021

Page 2

6.    Resolutions adopted by the Board of Directors of the Company (the “Board”) relating to, among other matters, the registration and issuance of the Shares (the “Resolutions”), certified as of the date hereof by an officer of the Company;

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

8.    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.

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 another 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 each 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 or transferred in violation of any restriction or limitation contained in Article VII of the Charter.

6.    Upon the issuance of any 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.

Xenia Hotels & Resorts, Inc.

May 21, 2021

Page 3

7.    Prior to the issuance of any Shares, the Board or a duly-authorized committee thereof will determine the number of Shares and the minimum offering price and certain other terms of the issuance of such Shares, in accordance with and not in violation of the Maryland General Corporation Law, the Charter, the Bylaws and the Resolutions (the “Corporate Proceedings”).

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 if issued and delivered against payment therefor in accordance with the Registration Statement, the Resolutions and the Corporate Proceedings, 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 United States federal law or the laws of any other jurisdiction. We express no opinion as to compliance with any federal or state securities laws, including the securities laws of the State of Maryland, or as to federal or state laws regarding fraudulent transfers. 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 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.

Xenia Hotels & Resorts, Inc.

May 21, 2021

Page 4

This opinion is being furnished to you for submission to the Commission as an exhibit to the Company’s Current Report on Form 8-K relating to the Shares (the “Current Report”). We hereby consent to the filing of this opinion as an exhibit to the Current Report and to the use of the name of our firm therein. 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 Securities Act.

Very truly yours,

/s/ Venable LLP