Apple Hospitality REIT (APLE) – Odd Lot Tender Offer – $100/$300 upside

Current Price – $17.99

Offer Price – $19 - $21

Upside – 16.7% or $300 (for odd lot holders if upper pricing limit is used) or 5.6% or $100 (for odd lot holders if lower pricing limit is used) or

Expiration date –  22 June 2015

SEC Filling

 

Summary:

Apple Hospitality REIT, Inc., a Virginia corporation, is offering to purchase for cash up to $200,000,000 in aggregate Purchase Price (as defined below) of the Company’s common shares, no par value (“Shares”), at a price per Share specified by the tendering shareholders of not greater than $21.00 nor less than $19.00 per Share, net to the seller in cash.

At the maximum price of $21.00 per Share, we could purchase approximately 9,523,809 Shares if the Offer is fully subscribed, which would represent approximately 5.12% of the issued and outstanding Shares immediately after the Shares were listed on the NYSE after giving effect to the reverse share-split (as defined below). As previously disclosed, on February 23, 2015, we filed an amendment to our amended articles of incorporation providing for a 50% reverse share-split of our Shares immediately prior to, but subject to the effectiveness of, the initial listing of our Shares on a national securities exchange (referred to herein as the “reverse share-split”). At the minimum price of $19.00 per Share, we could purchase approximately 10,526,315 Shares if the Offer is fully subscribed, which would represent approximately 5.66% of the issued and outstanding Shares immediately after the Shares were listed on the NYSE after giving effect to the reverse share-split.

 

No proration for Odd Lot holders:

First, we will purchase all the Shares, including fractional Shares, properly tendered at or below the Purchase Price and not properly withdrawn by any “odd lot holder” (a shareholder of less than 100 Shares) who tenders all of that holder’s Shares

 

Source of Funds:

We anticipate funding the Offer and all related fees and expenses with borrowings under our existing unsecured revolving credit facility. A description of the credit facility is included in our Current Report on Form 8-K filed on May 18, 2015 and is incorporated by reference herein. We intend to repay this indebtedness with earnings from our operations or to refinance it with other financing options. The Offer is not subject to a financing condition.