Attached files
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EX-10.1 - CONDOR HOSPITALITY TRUST, INC. | sppr_seda.htm |
FORM
8‑K
CURRENT REPORT
Pursuant
to Section 13 or 15(d) of the
Securities Exchange Act of 1934
to Section 13 or 15(d) of the
Securities Exchange Act of 1934
March 26, 2010
Date of report (Date of earliest event reported)
Supertel Hospitality, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Virginia
(State or Other Jurisdiction of Incorporation)
1-34087
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52-1889548
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(Commission
File Number)
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(IRS
Employer Identification No.)
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309
North Fifth Street
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Norfolk,
NE
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68701
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(Address
of Principal Executive Offices)
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(Zip
Code)
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(402) 371-2520
(Registrant’s Telephone Number, Including Area Code)
(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 (see General
Instruction A.2. below):
o
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Written communications pursuant to Rule
425 under the Securities Act (17 CFR 230.425)
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o
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Soliciting material pursuant to Rule
14a-12 under the Exchange Act (17 CFR 240.14a-12)
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o
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Pre-commencement communications pursuant
to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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o
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Pre-commencement communications pursuant
to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 1.01 Entry into a Material
Definitive Agreement.
On March 26, 2010,
Supertel Hospitality, Inc. (the “Company”) entered into a Standby Equity
Distribution Agreement (the “SEDA”) with YA Global Master SPV Ltd. (“YA
Global”), a fund managed by Yorkville Advisors, LLC. Pursuant to the SEDA,
YA Global has agreed to purchase up to $10.0 million (which may be
increased to $20.0 million upon written notice from the Company to YA
Global prior to March 26, 2011) (the “Commitment Amount”) of newly issued
Company common stock, par value $0.01 per share (“Common Stock”), if notified to
do so by the Company in accordance with the terms and conditions of the
SEDA. Unless terminated earlier, the SEDA will automatically terminate on
the earlier of April 1, 2012 or the date on which the aggregate purchases by YA
Global under the SEDA total the Commitment Amount. The amount of Common Stock
issued or issuable pursuant to the SEDA, in the aggregate, cannot exceed
4,400,464 shares of Common Stock, which is less than 20% of the aggregate number
of outstanding shares of Common Stock. The Common Stock will be sold
pursuant to the Company’s registration statement on Form S-3 (333-147310).
The Company may require YA
Global to purchase Common Stock from time to time, with at least five trading
days between each sale, by delivering an advance notice to YA Global, specifying
in such notice the portion of the Commitment Amount being requested by the
Company (the “Advance”). The maximum for each Advance cannot exceed
$500,000 unless a greater amount is agreed to by the Company and YA
Global. The number of shares of Common Stock issuable in connection with
each Advance is computed by dividing the Advance, as applicable, by the purchase
price for such Common Stock.
For each share of Common
Stock purchased under the SEDA, YA Global will pay ninety-six percent
(96%) of the lowest daily volume weighted average price (“VWAP”) of the
Common Stock on the Nasdaq Stock Market during the five consecutive trading days
after the date the Company delivers the Advance to YA Global. For each
Advance, the Company may indicate a minimum acceptable price (the “Minimum
Price”). If on any trading day during the pricing period, the VWAP for the
Common Stock is below the Minimum Price, the Advance will be reduced by 20% for
each such trading day (an “Excluded Day”). In addition, each Excluded Day
will be excluded from the pricing period for purposes of determining the market
price.
The Agreement does not
impose any restrictions on the Company’s operating activities. During the
term of the Agreement, YA Global is prohibited from engaging in any short
selling or derivative transactions related to the Company’s common stock.
A copy of the Agreement is
attached hereto as Exhibit 10.1 and is incorporated by reference herein.
Item 9.01. Financial Statements and
Exhibits.
(c)
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Exhibits.
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10.1
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Standby Equity Distribution Agreement
dated as of March 26, 2010 between YA Global Master SPV Ltd. and the
Company.
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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.
Supertel
Hospitality, Inc.
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Date:
March 31, 2010
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By:
/s/
Corrine L. Scarpello
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Name:
Corrine L. Scarpello
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Title:
Chief Financial Officer
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EXHIBIT
INDEX
Exhibit
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Description
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10.1
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Standby Equity Distribution Agreement
dated as of March 26, 2010 between YA Global Master SPV Ltd. and the
Company.
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