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): April 12, 2011

 


APPLE REIT TEN, INC.

(Exact name of registrant as specified in its charter)

 



 

 

 

Virginia

333-168971

27-3218228

(State or other jurisdiction

(Commission File Number)

(I.R.S. Employer

of incorporation)

 

Identification Number)


 

 

814 East Main Street, Richmond, Virginia

23219

(Address of principal executive offices)

(Zip Code)


 

(804) 344-8121

(Registrant’s telephone number, including area code)


 

 


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:

 

o

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

 

o

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

 

o

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

 

o

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))




          Apple REIT Ten, Inc. (which is referred to below as the “Company” or as “we,” “us” or “our”) is filing this report in accordance with Item 1.01 of Form 8-K.

Item 1.01. Entry into a Material Definitive Agreement.

          On April 12, 2011, we caused one of our indirect wholly-owned subsidiaries (the “purchasing subsidiary”), to enter into a series of purchase contracts for the potential purchase of nine hotels. The table below describes these hotels:

 

 

 

 

 

 

 

 

 

 

 

 

Hotel Location

 

Franchise

 

Seller

 

Number of
Rooms

 

Purchase Price

 











Knoxville, Tennessee

 

TownePlace Suites

 

McKibbon Hotel Group of Knoxville, Tennessee #3, L.P.

 

 

98

 

$

9,000,000

 

Knoxville, Tennessee

 

SpringHill Suites

 

MHG-TC, #2, LLC

 

 

103

 

 

14,500,000

 

Knoxville, Tennessee

 

Homewood Suites

 

MHG-TC, LLC

 

 

103

 

 

15,000,000

 

Gainesville, Florida

 

Hilton Garden Inn

 

MHG of Gainesville, Florida #3, LLC

 

 

104

 

 

12,500,000

 

Fort Myers, Florida

 

SpringHill Suites

 

McKibbon Hotel Group of Fort Myers, Florida #2, L.P.

 

 

106

 

 

9,000,000

 

Richmond, Virginia

 

SpringHill Suites

 

MHG of Richmond, Virginia, LLC

 

 

103

 

 

11,000,000

 

Pensacola, Florida

 

TownePlace Suites

 

MHG of Pensacola, Florida, LLC

 

 

98

 

 

11,500,000

 

Montgomery, Alabama

 

TownePlace Suites

 

McKibbon Hotel Group of Montgomery, Alabama, L.P.

 

 

95

 

 

7,500,000

 

Mobile, Alabama

 

Hampton Inn & Suites

 

MHG of Mobile, Alabama #5, LLC

 

 

101

 

 

13,000,000

 

 

 

 

 

 

 







TOTAL

 

 

 

 

 

 

911

 

$

103,000,000

 

 

 

 

 

 

 







          The sellers are affiliated with each other but do not have any material relationship with us or our subsidiaries, other than through the purchase contracts. The aggregate initial deposits for the hotels listed above totaled $900,000. The initial deposit for each contract is refundable to our purchasing subsidiary if it elects to terminate a purchase contract during the “review period”, which ends on May 27, 2011. In the event our purchasing subsidiary does not elect to terminate any of the purchase contracts during the review period, our purchasing subsidiary is required to make additional deposits in the aggregate amount of $900,000 within three (3) business days after the expiration of the review period. If our purchasing subsidiary terminates the purchase contracts after the review period but before closing, and the termination is not based on the sellers’ failure to satisfy a required condition, the escrow agent will release the deposits to the sellers. If a closing occurs under the purchase contracts, the deposits will be credited toward the purchase price.

          The initial deposits under the purchase contracts were funded by the Company’s ongoing offering of Units (with each Unit consisting of one common share and one Series A preferred share). It is expected that the additional deposits and payment of the purchase price under each of the purchase contracts (other than the debt described below) would be funded, if a closing occurs, by the Company’s ongoing offering of Units.

          The purchase contacts also contemplate that our purchasing subsidiary would assume existing loans secured by three of the hotels. The table below describes these loans:

 

 

 

 

 

 

 

 

 

 

 

 

 

Hotel Location

 

Franchise

 

Outstanding
Principal
Balance (a)

 

Annual
Interest
Rate

 

Maturity Date

 











Knoxville, Tennessee

 

TownePlace Suites

 

$

7,460,000

 

 

5.45

%

 

December 2015

 

Knoxville, Tennessee

 

Homewood Suites

 

 

11,550,000

 

 

6.30

%

 

October 2016

 

Montgomery, Alabama

 

TownePlace Suites

 

 

4,110,000

 

 

6.65

%

 

March 2013

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

 

$

23,120,000

 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 


Note:
(a) All loans provide for monthly payments of principal and interst on an amortized basis.

          During the review period, our purchasing subsidiary will have the opportunity to evaluate the legal, title, survey, construction, physical condition, structural, mechanical, environmental, economic, permit status, franchise status, financial and other documents and information related to the hotels. Our purchasing subsidiary may terminate a purchase contract at any time during the review period for any reason. Our purchasing subsidiary may become aware of facts or conditions pertaining to the hotels as a result of its review that will cause us to terminate an agreement to purchase a hotel.

          Certain closing conditions must be met before or at the closing, and are not currently satisfied. They include, but are not limited to, the following: the seller having performed and complied in all material respects with the covenants under the purchase contracts; all third party consents having been obtained; the existing management and franchise agreements shall have been either terminated or assigned to one of our subsidiaries by the seller and as applicable new management and franchise agreements shall have been executed by one of our subsidiaries. If any of the closing conditions under the purchase contracts are not satisfied by the seller, our purchasing subsidiary may terminate the purchase contracts and receive a refund of the deposits. Additionally, if our purchasing subsidiary terminates a contract the seller has the option to terminate any remaining contracts that have not been closed.

          Accordingly, as of the date of this report and until the closing of the purchase of the hotels, there can be no assurance that our purchasing subsidiary will acquire the hotels.

          All brand and trade names, logos or trademarks contained, or referred to, in this Form 8-K are the properties of their respective owners.


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.

 

 

 

 

Apple REIT Ten, Inc.

 

 

 

 

By:

/s/ Glade M. Knight

 

 


 

 

Glade M. Knight,
Chief Executive Officer

 

 

 

 

 

April 15, 2011