Lodging Fund REIT III Inc
05/08/2024 | Press release | Distributed by Public on 05/08/2024 14:31
Material Event - Form 8-K
ITEM 8.01 OTHER EVENTS
Status of the Offering and Series GO II Limited Units Offering
As of May 8, 2024, Lodging Fund REIT III, Inc. (the "Company") has accepted subscriptions for an aggregate of $100.3 million in gross offering proceeds from the sale and issuance of 10.3 million shares of its common stock ("Shares") inclusive of $11.3 million of proceeds from the dividend reinvestment plan from the private placement offering of Shares (the "Offering"), resulting in the issuance of 1.2 million Shares.
As of May 8, 2024, Lodging Fund REIT III OP, LP, the operating partnership subsidiary of the Company (the "Operating Partnership") has accepted subscriptions for an aggregate of $1.6 million in gross offering proceeds from the sale and issuance of 217,951 Series Growth & Opportunity II Limited Partner Units ("Series GO II Limited Units") of the Operating Partnership.
Extension of the Offering Termination Date
The Board of Directors of the Company has approved the extension of the termination date for the Offering of the Shares for one additional year to May 31, 2025.
Extension of the Series GO II Limited Units Offering Termination Date
The Board of Directors of the Company has approved the extension of the termination date for the offering of the Series GO II Limited Units for one additional year to March 31, 2025.
Exit Strategy
The Board of Directors of the Company has authorized management of the Company to pursue an exit strategy and position the Company for a sale or merger of the Company in 2025, provided that the economic environment is conducive to such a transaction, and to prepare the Company's portfolio of hotel properties for a transaction through strategic acquisitions and dispositions with the objective of maximizing profitability at the hotel property level. The Company will attempt to achieve an exit strategy within 12 to 18 months, subject to favorable market and other relevant conditions. There can be no assurances that the Company will achieve an exit strategy within the time period and in the manner anticipated.
Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements within the meaning of the Federal Private Securities Litigation Reform Act of 1995. The Company intends that such forward-looking statements be subject to the safe harbors created by Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. As a general matter, forward-looking statements reflect our current expectations and projections relating to our financial condition, results of operations, plans, objectives, future performance and business. These statements may be identified by the use of forward-looking terminology such as "pursue," "prepare," "attempt," "may," "will," "expects," "should," "plans," "estimates," "anticipates," "projects," "intends," "believes," "objective," "outlook" and similar expressions. All statements, other than statements of present or historical fact included in this Current Report on Form 8-K, regarding the proposed exit strategy, including the pursuit of a sale of the Company's assets or merger of the Company, the anticipated timing of the execution thereof, the plans of the Company's management, and the timing and/or impact of any such divestiture, merger or other potential transactions, are forward-looking statements. These forward-looking statements are not intended to serve as, and must not be relied on as, a guarantee, an assurance, a prediction, or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of the Company. These forward-looking statements are subject to a number of risks and uncertainties, including the risk that the proposed transactions will not be completed on the anticipated terms and/or timing or at all. The forward-looking statements depend on factors such as future economic, competitive and market conditions and other risks identified in Part I, Item 1A in the Company's Annual Report on Form 10-K filed with the SEC on March 27, 2024. No assurances can be given that the exit
strategy will be pursued or, if pursued, whether such exit strategy will result in a definitive transaction on favorable terms or at all.
All information in this Current Report on Form 8-K is as of the date of such report. The Company undertakes no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results over time, unless required by law. Such statements are subject to known and unknown risks and uncertainties which could cause actual results to differ materially from those contemplated by such forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this Current Report on Form 8-K.