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 19, 2009
Lodgian, Inc.
(Exact Name of Registrant as Specified in Charter)
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Delaware
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001-14537
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52-2093696
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(State or other jurisdiction
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(Commission File Number)
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(I.R.S. Employer
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of incorporation)
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Identification No.)
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3445 Peachtree Road, N.E., Suite 700
Atlanta, GA 30326
(Address of principal executive offices)
(404) 364-9400
(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 (
see
General Instruction
A.2. below):
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))
Item 2.01. Completion of Acquisition or Disposition of Assets.
As has been previously disclosed, Lodgian, Inc. (the “Company”) is in default on $16.3 million of
its mortgage indebtedness (the “Indebtedness”) secured by the Crowne Plaza in Worcester,
Massachusetts (the “Worcester Property”). In addition, the Company has previously disclosed that
on a trailing twelve month basis, cash flow from the Worcester Property was not sufficient to
service the debt on the property, and as a result, the Company did not make required payments on
the Indebtedness and intends to convey the Worcester Property to the Lender (as defined below) in
full satisfaction of the Indebtedness.
On November 19, 2009, the Worcester Property was transferred to a receiver appointed pursuant to a
court order approved by the United States District Court for the District of Massachusetts. Under
the court order, the receiver, David Buddemeyer of Driftwood Hospitality Management, LLC, took
exclusive possession of the Worcester
Property and is holding, operating, managing and maintaining the Worcester Property on behalf of
Wells Fargo Bank, N.A., as trustee for the registered holders of Wachovia Bank Commercial Mortgage
Trust, Commercial Mortgage Pass-through Certificates, Series 2006-C25 (the “Lender”). The
receivership was approved pursuant to a petition filed by the Lender for the appointment of a
receiver after the Company did not cure its previously disclosed default.
The Indebtedness is non-recourse, except in certain limited circumstances, which the Company
believes are remote, and is not cross-collateralized with any other mortgage debt. The Company
classified the Indebtedness as current in its Condensed Consolidated Balance Sheet as of September
30, 2009.
Item 9.01. Financial Statements and Exhibits.
(b) Pro Forma Financial Information.
The pro forma financial information required to be filed pursuant to Item 9.01(b) of Form 8-K is
attached hereto as Exhibit 99.1.
(d) Exhibits
Exhibit 99.1 Selected Financial Information.
Cautionary Note Regarding Forward-looking Statements
This Current Report on Form 8-K contains forward-looking statements within the meaning of the
federal securities laws. All statements, other than statements of historical facts, including,
among others, statements regarding the Company’s expectations regarding returning certain hotels to
lenders, anticipated cost reductions, optional maturity extensions, property dispositions, future
financial position, business strategy, projected performance and financing needs, are
forward-looking statements. Those statements include statements regarding the intent, belief or
current expectations of the Company and members of its management team, as well as the assumptions
on which such statements are based, and generally are identified by the use of words such as “may,”
“will,” “seeks,” “anticipates,” “believes,” “estimates,” “expects,” “plans,” “intends,” “should” or
similar expressions. Forward-looking statements are not guarantees of future performance and
involve risks and uncertainties that actual results may differ materially from those contemplated
by such forward-looking statements. Many of these factors are beyond the Company’s ability to
control or predict. Such factors include, but are not limited to, the effects of regional, national
and international economic conditions, our ability to refinance or extend maturing mortgage
indebtedness, competitive conditions in the lodging industry and increases in room supply,
requirements of franchise agreements (including the right of franchisors to immediately terminate
their respective agreements if we breach certain provisions), our ability to complete planned hotel
dispositions, the ability to realize anticipated cost reductions, the effects of unpredictable
weather events such as hurricanes, the financial condition of the airline industry and its impact
on air travel, the effect of self-insured claims in excess of our reserves and our ability to
obtain adequate insurance at reasonable rates, and other factors discussed under Item IA (Risk
Factors) in the Company’s Form 10-K for the year ended December 31, 2008, and as updated in its
Forms 10-Q for the quarters ended March 31, June 30, 2009 and September 30, 2009. The Company
assumes no duty to update these statements.
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