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): July 1, 2015
INNSUITES HOSPITALITY TRUST
(Exact Name of Registrant as Specified in Charter)
| Ohio | 001-07062 | 34-6647590 | ||
|
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
|
InnSuites
Hotels Centre, 1625
E. Northern Avenue, |
||
| Suite 105, Phoenix, AZ | 85020 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code (602) 944-1500
Not Applicable
(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) |
| [ ] | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| [ ] | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 1.01 | Entry Into a Material Definitive Agreement. |
On July 1, 2015, Tucson Saint Mary’s Suite Hospitality LLC, a subsidiary of InnSuites Hospitality Trust (the “Trust”), entered into a Real Estate Purchase Agreement (“Sale Agreement”) to sell its Hotel Tucson City Center InnSuites property to Lee & J Hospitality, Inc, (“Buyer”) an unrelated third party to the Trust for $9.65 million with an estimated close prior to August 31, 2015 subject to IHT Board of Trustees approval and the buyer property review to be completed no later than July 21, 2015.
The foregoing description is not intended to be complete and is qualified in its entirety by reference to the full text of the Sale Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
On July 7, 2015, the Line of Credit between the Trust, and its subsidiaries, Yuma Hospitality Properties Limited Partnership (“Yuma”), and RRF Limited Partnership (“RRF”) (“collectively known as the “Borrowers”) was changed to a four year non-revolving note payable (“Loan Agreement”) with a lower variable interest rate of Wall Street Journal Prime Rate plus a margin of 1% with a floor rate of 5.5%, maturing on July 3, 2019 and monthly payments of $13,978.08. All other terms and conditions were not materially changed.
The foregoing description is not intended to be complete and is qualified in its entirety by reference to the full text of the Loan Agreement, which is filed as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information set forth above under Item 1.01 is hereby incorporated by reference into this Item 2.03.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| 10.1 | Real Estate Purchase Agreement, effective July 1, 2015, executed by the Tucson Saint Mary’s Suite Hospitality, LLC as Seller, and Lee & J Hospitality, Inc, as Buyer. | |
| 10.2 | Change in Terms Agreement, dated June 7, 2015, executed by the InnSuites Hospitality Trust, Yuma Hospitality Properties Limited Partnership and RRF Limited Partnership, as borrower, in favor of RepublicBankAZ, N.A. as Lender. | |
| 99.1 | July 8, 2015 Trust Hotel Sale and Bank Financing Extended Press Release. |
SIGNATURES
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.
| InnSuites Hospitality Trust | ||
| By: | /s/ Adam B. Remis | |
| Adam B. Remis | ||
| Chief Financial Officer | ||
| Date: July 8, 2015 | ||
EXHIBIT INDEX
| Exhibit No. | Description | |
| 10.1 | Real Estate Purchase Agreement, effective July 1, 2015, executed by the Tucson Saint Mary’s Suite Hospitality, LLC as Seller, and Lee & J Hospitality, Inc, as Buyer. | |
| 10.2 | Change in Terms Agreement, dated June 7, 2015, executed by the InnSuites Hospitality Trust, Yuma Hospitality Properties Limited Partnership and RRF Limited Partnership, as borrower, in favor of RepublicBankAZ, N.A. as Lender. | |
| 99.1 | July 8, 2015 Trust Hotel Sale and Bank Financing Extended Press Release. |
| NEWS BULLETIN | RE: | INNSUITES HOSPITALITY TRUST |
| FROM | INNSUITES HOTEL CENTRE | |
| INNSUITES HOSPITALITY TRUST | 1625 E. NORTHERN AVENUE, # 105 | |
| NYSE MKT:IHT | Phoenix, Arizona 85020 | |
| FISCAL 2016 | Phone: 602-944-1500 |
IBC GROWS; HOTEL SALE ADDS EQUITY; BANK FACILITY EXTENDED AT LOWER RATE
FOR FURTHER INFORMATION:
Marc Berg, Executive Vice President
602-944-1500
email: mberg@innsuites.com
Phoenix, AZ, July 7, 2015 - InnSuites Hospitality Trust (NYSE MKT:IHT)
IBC GROWS; HOTEL SALE ADDS EQUITY;
BANK FACILITY EXTENDED AT LOWER RATE
InnDependent Boutique Collection (“IBC Hotels”), a division of InnSuites Hospitality Trust (“IHT”), continues to grow as one of the world’s largest independent hotel networks providing digital advanced distribution and reservation technologies with added credibility along with InnDependent InnCentives boutique hotel loyalty program to over 6,500 independently owned hotel members representing 20,000+ hotels in 170 countries worldwide. IBC continues its quest to put the power back in independent hotelier’s hands through its technology platform now offering premium loyalty, search and meta. Says Pamela Barnhill, “This brings the hotelier and the guest closer together through new dedicated channels and by providing full guest information to the hotel further driving loyal repeat guests to the hotel”.
On July 1, 2015, IHT has agreed to sell its Hotel Tucson City InnSuites property to a third party for $9.65 million as part of the IHT NYSE MKT Equity Enhancement Plan. On July 7, 2015, the Trust negotiated a lower interest rate and an extension to July 3, 2019 on its $600,000 bank credit facility.
With the exception of historical information, the matters discussed in this news release may include “forward-looking statements” within the meaning of the federal securities laws. Forward-looking statements are not guarantees of future performance due to numerous risks and uncertainties and are described in greater detail in our filings with the Securities and Exchange Commission. Although we believe our current expectations to be based upon reasonable assumptions, we can give no assurance that our expectations will be attained.
For more information visit www.innsuitestrust.com or www.sec.gov