(To the prospectus of August 19, 2020)
Up to $ 200,000,000
On May 21, 2021, we closed Amendment No. 3 to a share distribution agreement of March 2, 2018 in the version of Amendment No. 1 of February 27, 2019 and the further amendment of Amendment No. 2 of August 19, 2020 with Wells Fargo Securities, LLC, Robert W. Baird & Co. Incorporated, Jefferies LLC, KeyBanc Capital Markets Inc., and Raymond James & Associates, Inc., one agent each and, together, the agent for shares of our common stock, 0.01 USD par value per share (?? Common Shares ??) offered through this Supplement and the accompanying Prospectus. In accordance with the terms of the Share Distribution Agreement (as defined below), we may from time to time offer shares of our common stock up to a total gross sale price of $ 200,000,000 through the agents, as our sales agents, or directly to the agents acting as principal. Prior to Amendment # 3, we sold shares of our common stock valued at $ 137,413,294 under the original stock allocation agreement as amended by Amendment # 1 and Amendment # 2. We have amended Amendment No. 3 to the Share Distribution Agreement (as amended, and as may be further amended from time to time, the “Share Distribution Agreement”) so that we may offer and sell from time to time regardless of our previous sales in accordance with the terms of the Share Distribution Agreement Shares of our common stock with a total gross selling price of up to $ 200,000,000 through the agents acting as our sales agents or directly to the agents acting as principal.
There are certain restrictions on the transfer and ownership of our common stock, including in order to qualify as a Real Estate Investment Trust (REIT) for federal income tax purposes. Please refer ?? Ownership and Transfer Restrictions ?? in the attached prospectus.
The sale of shares in our common stock, if any, within the scope of this Supplement and the associated prospectus can take place in the case of sales that are deemed to be “on the market”. as defined in Rule 415 under the Securities Act of 1933, as amended (?? Securities Act ??), including (1) through ordinary brokers ?? Transactions on the New York Stock Exchange (NYSE) at market prices prevailing at the time of sale, in negotiated transactions or as otherwise agreed by us, the relevant agent and the relevant investor (2) to or through a market maker or (3) on or through any other national stock exchange or its establishment, a trading facility of a securities association or a national stock exchange, an alternative trading facility, an electronic communications network or other similar marketplace. Brokers will not be required to sell any number or dollar amount of our common stock, but will use their commercially reasonable efforts as our commercial agent and, subject to the terms of the stock allocation agreement, will sell the stock of our common stock offered by this Supplement as instructed by us.
Each agent receives a commission from us that does not exceed 2.0% of the gross sales price of the ordinary shares of our ordinary shares sold through him as a commercial agent, but may be less. Any agent may be considered an “underwriter” in connection with the sale of common stock on our behalf. For the purposes of the Securities Act and the compensation paid to each representative, it can be assumed that these are subscription commissions or discounts. There are no arrangements for receiving funds in fiduciary, fiduciary or similar relationships. Subject to the terms of the share allocation agreement, we may also sell common shares to each of the principals at a price agreed at the time of sale. When we sell common stock to an agent acting as principal, we will enter into a separate agreement with the agent that sets out the terms of that transaction and will describe the agreement in a separate prospectus or price addendum.
The offering of shares in our common stock under the Share Distribution Agreement will terminate earlier than the date of (1) the sale of additional shares in our common stock, subject to the Share Distribution Agreement for a total gross sale price of $ 200,000,000 (excluding shares sold) prior to the date of this Supplement) and (2 ) the termination of the share distribution agreement by us or by the representatives.
Investing in our common warehouse involves risks. PLEASE REFER ?? RISK FACTORS ?? STARTING ON PAGE S-2 THIS SUPPLEMENT TO THE PROSPECTUS AND ON PAGE 9 OF THE ACCOMPANYING PROSPECTUS, AS WELL AS THE RISKS DESCRIBED UNDER THE RISK FACTORS DESCRIBED SECTION. INCLUDED IN OUR LAST ANNUAL REPORT ON THE FORM 10-K, FOLLOWING QUARTERLY REPORTS ON FORM 10-Q AND OTHER DOCUMENTS WE SUBMIT TO THE SECURITIES AND EXCHANGE COMMISSION (?? SEC ??) ARE FACTORS THAT YOU SHOULD CONSIDER BEFORE INVESTING IN OUR SHARED DEPARTMENT.
Our common stock is listed on the NYSE under the symbol “XHR”. On May 20, 2021, the last reported price of our common stock on the NYSE was $ 18.38 per share.
Neither the SEC nor any state securities commission has approved or rejected these securities or disclosed the adequacy or accuracy of this Supplement or the accompanying prospectus. Any representation to the contrary is punishable by law.
|Wells Fargo Securities||Baird||Jefferies|
|KeyBanc capital markets||Raymond James|
The date of this Supplement is May 21, 2021.