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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Condor Hospitality Trust Inc | AMEX:CDOR | AMEX | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 7.94 | 0 | 01:00:00 |
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
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No fee required.
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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Title of each class of securities to which transaction applies:
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Aggregate number of securities to which transaction applies:
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3)
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined):
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4)
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Proposed maximum aggregate value of transaction:
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5)
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Total fee paid:
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Fee paid previously with preliminary materials.
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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1)
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Amount Previously Paid:
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Form, Schedule or Registration Statement No.:
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Filing Party:
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4)
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Date Filed:
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1.
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Proposal One: To approve, in accordance with NYSE American Company Guide Rule 713(a), in connection with a rights offering by the Company, the issuance of up to 4,000,000 shares of common stock of the Company to SREP III Flight-Investco 2, L.P. (“SREP III”) pursuant to a convertible promissory note and loan agreement dated November 18, 2020 between the Company and SREP III (the “StepStone Note”) and to Efanur S.A. (“Efanur”) pursuant to a convertible promissory note and loan agreement dated November 18, 2020 between the Company and Efanur (the “IRSA Note”).
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2.
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Proposal Two: To approve, in accordance with NYSE American Company Guide Rule 713(a), the issuance of up to 4,000,000 shares of common stock of the Company in a private placement to SREP pursuant to the StepStone Note and Efanur pursuant to the IRSA Note.
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3.
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Proposal Three: To approve, in accordance with NYSE American Company Guide Rule 713(b), any change of control that could result from the potential issuance of securities following approval of Proposal One or Proposal Two.
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4.
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Consider and act upon such other business as may properly come before the Special Meeting and any adjournments thereof.
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By Order of the Board of Directors,
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J. William Blackham
President, Chief Executive Officer and Director
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Table of Contents
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Name of Beneficial Owner
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Common
Stock
Beneficially
Owned
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Percent of
Common
Class (1)
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Series E
Preferred
Stock
Beneficially
Owned
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Percent of
Preferred
Class
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Real Estate Strategies L.P.
2 Church Street
Hamilton DO HM CX, Bermuda
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3,787,166(2)
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30.61%
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487,738
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52.70%
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SREP III Flight – Investco, L.P.
Two Embarcadero Center, Suite 480
San Francisco, CA
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3,223,032(3)
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26.8%
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437,262
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47.30%
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Brendan MacDonald
Two Embarcadero Center, Suite 480
San Francisco, CA
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3,223,032(4)
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26.8%
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437,262
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47.30%
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Drew Iadanza
Two Embarcadero Center, Suite 480
San Francisco, CA
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3,223,032(5)
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26.8%
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437,262
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47.30%
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KGT Investments, LLC
545 E. John Carpenter Freeway, Ste. 1400
Irving, TX 75062
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1,182,994(6)
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9.85%
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Gardner Lewis Asset Management, L.P.
285 Wilmington-West Chester Pike
Chadds Ford, PA
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817,837(7)
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6.78%
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—
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J. William Blackham
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219,835
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1.83%
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—
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Donald J. Landry
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14,500
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—
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Daniel R. Elsztain
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6,097
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—
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Daphne J. Dufresne
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12,956
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—
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Thomas Calahan
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11,342
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—
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Matias Gaivironsky
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825
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—
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Saul Zang
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0
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—
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Jill Burger
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1,125
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All directors and executive officers as a group (10 persons)
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3,489,712(8)
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29.04%
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925,000
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100.00%
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(1)
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Unless otherwise indicated, beneficial ownership of any named individual does not exceed 1% of the outstanding class of securities. In
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(2)
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Based on information appearing in Amendment No. 9 to a Schedule 13D filed on December 9, 2020 by Real Estate Strategies L.P. (“RES”), an investment vehicle indirectly controlled by IRSA Inversiones y Representaciones Sociedad Anónima (“IRSA”), an Argentinean-based publicly traded company, with the Securities and Exchange Commission (“SEC”), RES and its affiliates have shared voting and shared dispositive power over 3,787,166 shares of common stock. RES and its affiliates, for purposes of Section 13(d)(3) of the Exchange Act, consists of Eduardo S. Elsztain, and the following entities controlled, either directly or indirectly, by Mr. Elsztain: Consultores Assets Management S.A. , Consultores Venture Capital Uruguay S.A., Agroinvestment S.A., Idalgir S.A., Consultores Venture Capital Ltd., Ifis Limited, Inversiones Financieras del Sur S.A., Cresud Sociedad Anónima Comercial, Inmobiliaria, Financiera y Agropecuaria, IRSA, Tyrus S.A., Jiwin S.A., Efanur SA and RES. RES holds 487,738 shares of Series E Preferred Stock, which is convertible in whole or part in up to 352,283 shares of common stock that are included in the share totals. RES and affiliates also hold a convertible promissory note, convertible into 97,269 shares of common stock that are included in the share totals.
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(3)
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Based on information appearing in Amendment No. 4 to a Schedule 13D filed on November 23, 2020, SREP III Flight-Investco, L.P. (“SREP”), an affiliate of StepStone Group LP (“StepStone”). SREP and affiliates have shared voting and shared dispositive power over 2,907,206 shares of common stock. SREP holds 437,262 shares of Series E Preferred Stock, which is convertible in whole or part in up to 315,826 shares of common stock that are included in the share totals.
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(4)
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Mr. MacDonald is a member of StepStone Group Real Estate Holdings LLC, general partner of StepStone Group Real Estate LP, the sole member and investment manager of StepStone REP III (GP), LLC, the general partner of SREP. Mr. MacDonald may be deemed a participant in the control of the voting, disposition or purchase of the shares held by SREP and thus may be deemed to share beneficial ownership of these shares. Mr. MacDonald disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein, and the inclusion of these shares in this table shall not be an admission of beneficial ownership of all of the reported securities for any purpose.
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(5)
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Mr. Iadanza is employed by StepStone Group Real Estate LP, the sole member and investment manager of StepStone Rep III (GP), LLC, the general partner of SREP. Mr. Iadanza may be deemed a participant in the control of the voting, disposition or purchase of these shares and thus may be deemed to share beneficial ownership of these shares. Mr. Iadanza disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein and the inclusion of these shares in this report shall not be an admission of beneficial ownership of all of the reported securities for any other purpose
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(6)
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Based on information appearing in a Schedule 13D/A filed on November 2, 2020 KGT Investments, LLC. SGT Investments, L.P., Mahmood Khimji, Mehdi Khimji, Za chary Berger, Yaakev. The reporting persons reported that they may be deemed to constitute a group pursuant to Rule 13d-5(b), in which case each of the reporting persons could be deemed to beneficially own all the shares of common stock held by the other reporting persons; however, each of the reporting persons disclaimed beneficial ownership of the shares of common stock held by the other reporting persons except to the extent of their pecuniary interest therein (if any).
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(7)
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Based on information appearing in a Schedule 13G filed on February 14, 2020 by Gardner Lewis Asset Management, L.P. and Gardner Lewis Asset Management, Inc. having shared voting and dispositive power with respect to 817,837 shares of common stock and Gardner Lewis Merger Arbitrage Ex Holdings, LLC and Gardner Lewis Merger Arbitrage EX Master Fund, Ltd with having shared voting and dispositive power with respect to 617,479 shares of common stock.
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(8)
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Includes 3,223,032 shares of common stock listed above for Mr. MacDonald and Mr. Iadanza (see footnotes 4 and 5 above).
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set the size of the secured credit facility at $130.0 million and increase borrowing availability;
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extend the maturity of the secured credit loan facility to January 2, 2023;
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eliminate, replace and ease covenants in a manner that management deemed favorable to the Company;
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change the methodology of a future appraisal requirement to “as stabilized” from “as is”; and
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permit the payment of dividends under certain conditions.
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Voting Power
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No. of Directors
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34% or more
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4
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22% or more
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3
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14% or more but less than 22%
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2
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7% or more but less than 14%
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1
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Voting Power
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No. of Directors
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22% or more
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3
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14% or more but less than 22%
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2
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7% or more but less than 14%
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1
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Voting Power
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No. of Directors
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29% or more
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3
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Less than 29% but 15% or more
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2
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Less than 15% but 7% or more
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1
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until an aggregate of $100 million of common stock has been sold, issue common stock below the price of $10.40 per share, or securities convertible into common stock with a real or effective conversion or strike price below $10.40 per share of common stock; and
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thereafter issue common stock below the price of $11.18 per share, or securities convertible into common stock with a real or effective conversion or strike price below $11.18 per share of common stock.
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an aggregate amount equal to (A) 120% of the liquidation preference of Series E Preferred Stock beneficially owned by SREP plus (B) 120% of the then-current conversion price of the Series E Preferred Stock for each share of common stock beneficially owned by SREP that were issued upon conversion of any Series D Preferred Stock or Series E Preferred Stock, or
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in exchange for the Series E Preferred Stock and common stock issued upon conversion of any Series D Preferred Stock and Series E Preferred Stock, an amount equal to 95% of the aggregate net asset value of the Company per share multiplied by the number of shares of common stock beneficially owned by SREP that were issued upon conversion of any Series D Preferred Stock and Series E Preferred Stock, and shares of common stock issuable upon conversion of Series E Preferred Stock (regardless of whether the Series E Preferred Stock is convertible at such time).
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By Order of the Board of Directors,
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J. William Blackham
President, Chief Executive Officer and Director
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1 Year Condor Hospitality Chart |
1 Month Condor Hospitality Chart |
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