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): November 9, 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 November 9, 2015, Ontario Hospitality Properties LLLP, a subsidiary of InnSuites Hospitality Trust (the “Trust”), entered into a Purchase and Sale Agreement (“Sale Agreement”) to sell its Best Western InnSuites Ontario Hotel and Suites property to Bong Choi and/or Assignee (“Buyer”) an unrelated third party to the Trust for $14.8 million with an estimated close on February 1, 2016 subject to IHT Board of Trustees approval, Ontario Hospitality Properties LLLP partners approval, a financing contingency and the buyer property review.
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.
Item 9.01 Financial Statements and Exhibits.
| (d) | Exhibits. |
| 10.1 | Real Estate Purchase Agreement, effective November 9, 2015, executed by Bong Choi and/or Assignee, as Seller, and Ontario Hospitality Properties LLLP, as Buyer. |
| 99.1 | November 13, 2015 Trust Private Placement, Hotel Sold and Hotel Pending Sale 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: November 13, 2015
EXHIBIT INDEX
| Exhibit No. | Description | |
| 10.1 | Real Estate Purchase Agreement, effective November 9, 2015, executed by Bong Choi and/or Assignee, as Seller, and Ontario Hospitality Properties LLLP, as Buyer. | |
| 99.1 | November 13, 2015 Trust Private Placement, Hotel Sold and Hotel Pending Sale 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 |
IHT privately places $1.1 million in stock; HTCC sold for $9.65 million; Ontario hotel cash sale; InnDependent Lodging Conference at HI Connect; all expanding cash and IHT equity
FOR FURTHER INFORMATION:
Marc Berg, Executive Vice President
602-944-1500
email: mberg@innsuites.com
Phoenix, AZ, November 13, 2015 - InnSuites Hospitality Trust (NYSE MKT:IHT)
InnSuites Hospitality Trust (“IHT”) privately placed $1.1 million IHT stock at $2.50 per-share adding to cash and equity as part of the anticipated successful New York Stock Market Exchange requirement to expand equity by December 27, 2015. This cash in addition to the recent closing of escrow on the sale of Hotel Tucson City Center (“HTCC”) for $9.65 million and the pending sale of the Ontario InnSuites Hotel at $14.8 million have and will add significantly to IHT cash and book equity.
With non-cash depreciation annual expense of approximately $1.8 million; Equity based on declining book value has decreased even though the company believes that based on higher market value of real estate assets which is expanding; market value of the assets and equity significantly exceeds book value.
IHT also announced that it’s digital hotel services division, InnDepedent Boutique Collection (“IBC”) is actively continuing to grow organically and is actively seeking acquisitions. IBC Hotels division receives greater emphasis as IHT moved from bricks and mortar to digital services in the hospitality and travel industries.
IBC announced the 2016 second annual InnDependent Executive Lodging Summit will be held at HI Connect in Nashville, TN at the Gaylord Opryland March 17-19, 2016. This provides an opportunity for IBC to continue to expand its membership, footprint, and ability to serve 50% of the world’s hotels-the independent hotel market.
In the words of PJ Barnhill, President And COO of IHT and CEO of IBC hotels, “the company is on the move”. “IHT expands cash, equity, and resources to continue to grow in the high opportunity digital hotel services field anchored by the fast growing IBC hotel division.”
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