Condor Hospitality Trust (CDOR) – Offer to Exchange – 8% upside (Cancelled)

Company is offering to exchange each Series A Preferred Stock (Ticker CDORP) for 5.38 shares of common stock (Ticker CDOR). There is similar exchange with Series B Preferred stock, but currently there is no upside on it.

Current Price CDORP – $8;

Current Price CDOR – $1.61;

Value of CDORP if exchanged for 5.38 CDOR shares - $8.66;

Upside – 8%;

No proration - all shares submitted for exchange will be accepted (subject to conditions described below);

Expiration date –  TBD (shareholder vote is scheduled for 3rd of September 2015)

Important Note - To secure the upside one needs to buy CDORP and short CDOR (with the ratio 1:5.38). The transaction is also subject to conditions described below. Liquidity is very low, so might not be actionable on all days.

SEC Filling

 

Summary:

We are offering to exchange shares of our common stock for each validly tendered and accepted share of our 8% Series A Cumulative Preferred Stock and 10% Series B Cumulative Preferred Stock upon the terms and subject to the conditions set forth in this offer to exchange and in the related letter of transmittal. On July 31, 2015, 803,270 shares of our 8% Series A Cumulative Preferred Stock were outstanding and 332,500 shares of our 10% Series B Cumulative Preferred Stock were outstanding. In this offer to exchange, we refer to our 8% Series A Cumulative Preferred Stock as the “Series A Preferred Stock,” our 10% Series B Cumulative Preferred Stock as the “Series B Preferred Stock” and our Series A Preferred Stock and Series B Preferred Stock as the “Preferred Stock.”

The number of shares of our common stock to be exchanged for each share of Preferred Stock (which we refer to as the “Exchange Ratio”) will be 5.38 shares of common stock for each share of Series A Preferred Stock and 13.71 shares of common stock for each share of Series B Preferred Stock.

The conditions to consummation of the exchange offer include (a) that at least 80% of the outstanding shares of each series of Preferred Stock (which is equivalent to 80% of the aggregate liquidation preference of the outstanding shares of each series of Preferred Stock) are tendered in the exchange offer and (b) that our applicable shareholders approve the proposals described below under “Summary—Recent Developments—Shareholder Proposals.”

 

Shareholder approval:

Shareholder meeting to approve this transaction will be held on the 3rd of September

 

Source of Funds:

Not applicable as this is exchange transaction.