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Subsequent Events
12 Months Ended
Dec. 31, 2015
Subsequent Events [Abstract]  
Subsequent Events
Subsequent Events
The Company has evaluated subsequent events through the filing of this Annual Report on Form 10-K, and determined that there have not been any events that have occurred that would require adjustments to disclosures in the accompanying consolidated financial statements except for the following transactions:
Sales of Common Stock
Subsequent to the year ended December 31, 2015, and through March 1, 2016, the Company raised additional gross proceeds, from shares issued under the DRIP, of $22.4 million, and issued common stock, including unvested restricted shares and shares issued under the DRIP, of 0.6 million.
Distributions Paid
On January 4, 2016, the Company paid distributions of $5.2 million to stockholders of record during the month of December 2015. Approximately $2.8 million of such distributions were paid in cash, while $2.5 million was reinvested to purchase 103,071 shares under the DRIP. On February 1, 2016, the Company paid distributions of $5.2 million to stockholders of record during the month of January 2016. Approximately $2.9 million of such distributions were paid in cash, while $2.4 million was reinvested to purchase 100,754 shares under the DRIP. On March 1, 2016, the Company paid distributions of $4.9 million to stockholders of record during the month of February 2016. Approximately $2.7 million of such distributions were paid in cash, while $2.2 million was reinvested to purchase 94,009 shares under the DRIP.
Status of the Offering
On January 4, 2016, the Company filed a registration statement on Form S-3 with respect to up to additional 3,656,000 shares of its common stock, $0.01 par value per share, that may be issued under the DRIP.
On January 6, 2016, the Company's Board approved the extension of its primary initial public offering to January 7, 2017, although it is not likely that the Company will resume its primary initial public offering.
Noble Acquisitions:
On June 15, 2015, the Company entered into agreements with affiliates with the Noble Sellers, as amended from time to time thereafter, to purchase fee simple interests in a portfolio of 13 hotels in four separate closings for a total purchase price of $300.0 million.
On November 2, 2015, the Company completed the First Noble Closing, and on December 2, 2015, the Company completed the Second Noble Closing.
On January 25, 2016, the Company and the Noble Sellers agreed to terminate each of the nine remaining hotels purchase agreements. As a result of this termination, the Company forfeited $22.0 million in non-refundable earnest money deposits.
Summit Acquisitions
On June 2, 2015, the Company entered into agreements with the Summit Sellers, as amended from time to time thereafter, to purchase fee simple interests in a portfolio of 26 hotels in three separate closings for a purchase price of approximately $347.4 million, subject to closing prorations and other adjustments. On October 15, 2015, the Company completed the First Summit Closing.

On February 11, 2016, the Company completed the Third Summit Closing from the Summit Sellers for an aggregate purchase price of $108.3 million, which (together with certain closing costs) was funded with $18.5 million previously paid as an earnest money deposit, $20.0 million in proceeds from a loan from the Summit Sellers (the "Summit Loan"), and $70.4 million from an advance under the SN Term Loan.
Also on February 11, 2016, the Company entered into an agreement with the Summit Sellers to reinstate, with certain changes, the purchase agreement (the "Reinstatement Agreement") related to the hotels in the Second Summit Closing, pursuant to which the Company had been scheduled to acquire from the Summit Sellers ten hotels for an aggregate purchase price of $89.1 million. As discussed in Note 3 above, the Company and the Summit Sellers had previously agreed to terminate the agreement on December 29, 2015.
Pursuant to the Reinstatement Agreement, the Second Summit Closing is scheduled to occur on December 30, 2016 and $7.5 million (the “New Deposit”) borrowed by the Company from the Summit Sellers was used as a new earnest money deposit.
Under the Reinstatement Agreement, the Summit Sellers have the right to market and ultimately sell any or all of the hotels in the Second Summit Closing to a bona fide third party purchaser without the consent of the Company at any time prior to the Company completing its acquisition of the Second Summit Closing. If any hotel is sold in this manner, the Reinstatement Agreement will terminate with respect to such hotel and the purchase price will be reduced by the amount allocated to such hotel. If all (but not less than all) of the hotels in the Second Summit Closing are sold in this manner, or if the Reinstatement Agreement is terminated with respect to all (but not less than all) of the hotels in the Second Summit Closing under certain other circumstances (including if there are title issues or material casualties or condemnations involving a particular hotel), then the New Deposit will be automatically applied towards any then outstanding principal balance of the Summit Loan, and any remaining balance of the New Deposit will be remitted to the Company.
Summit Loan
On February 11, 2016, the Summit Sellers loaned the Company $27.5 million (the "Summit Loan"), pursuant to a loan agreement (the “Seller Loan Agreement”). Proceeds from the Summit Loan totaling $20.0 million were used to pay a portion of the purchase price of the Third Summit Closing and proceeds from the Summit Loan totaling $7.5 million were used as a new purchase price deposit on the Second Summit Closing.
The Summit Loan initially bears interest at a rate of 13.0% per annum, of which 9.0% is paid in cash monthly and an additional 4% (the “Added Rate”) will accrue and be compounded monthly and added to the outstanding principal balance at maturity unless otherwise paid in cash by the Company. The Summit Loan has an initial maturity date of February 11, 2017, and the Seller Loan Agreement provides for two one-year extensions at the Company’s option, subject to the payment in cash of the interest accrued at the Added Rate. Upon each extension, the Added Rate will be increased by 1%. The Company must pay principal in the amount of $1.0 million on the last day of May, June, July, August and September 2016. The Company’s obligation to make this $5.0 million in principal amortization payments is secured by a collateral interest in certain cash flows, to the extent received by the Company, related to certain other hotel assets owned by the Company. The Company may pre-pay the Summit Loan in whole or in part without penalty at any time.
The Company also made certain other agreements with respect to future sales and purchases of hotels under the Summit Loan.
SN Term Loan Amendment
On February 11, 2016, the SN Term Loan was amended, pursuant to which the lenders' total commitment was reduced from $450.0 million to $293.4 million.
Amendment to Share Repurchase Program
On January 28, 2016, the Company announced that the board of directors of the Company had unanimously approved an amendment and restatement of the SRP which became effective on February 28, 2016. Under the SRP as amended and restated, subject to certain conditions, stockholders that purchased shares of common stock of the Company or received their shares from the Company (directly or indirectly) through one or more non-cash transactions and have held their shares for a period of at least one year may request that the Company repurchase their shares of common stock so long as the repurchase otherwise complies with the provisions of Maryland law. Repurchase requests made following the death or qualifying disability of a stockholder will not be subject to any minimum holding period.

The repurchase price per share for requests other than for death or disability will be equal to (a) until the date (the “NAV Pricing Date”) the Company publishes estimated net asset value per share of common stock calculated by the Company’s advisor in accordance with the Company’s valuation guidelines (the “Estimated Per-Share NAV”), an amount equal to (i) the lower of $23.13 and 92.5% of the price paid to acquire the shares from the Company, if the person seeking repurchase has held his or her shares for a period greater than one year and less than two years; (ii) the lower of $23.75 and 95.0% of the price paid to acquire the shares from the Company, if the person seeking repurchase has held his or her shares for a period greater than two years and less than three years; (iii) the lower of $24.38 and 97.5% of the price paid to acquire the shares of the Company, if the person seeking repurchase has held his or her shares for a period greater than three years and less than four years; and (iv) the lower of $25.00 and 100% of the price paid to acquire the shares from the Company, if the person seeking repurchase has held his or her shares for a period greater than four years; and (b) on and following the NAV Pricing Date, the Estimated Per-Share NAV, in each case multiplied by a percentage equal to (i) 92.5%, if the person seeking repurchase has held his or her shares for a period greater than one year and less than two years; (ii) 95%, if the person seeking repurchase has held his or her shares for a period greater than two years and less than three years; (iii) 97.5%, if the person seeking repurchase has held his or her shares for a period greater than three years and less than four years; or (iv) 100%, if the person seeking repurchase has held his or her shares for a period greater than four years. In the case of requests for death or disability, the repurchase price per share will be equal to (a) until the NAV Pricing Date, the price paid to acquire the shares from the Company, or (b) on and following the NAV Pricing Date, the Estimated Per-Share NAV at the time of repurchase.
Repurchases pursuant to the SRP, when requested, generally will be made semiannually (each six-month period ending June 30 or December 31, a “fiscal semester”). Repurchases for any fiscal semester will be limited to a maximum of 2.5% of the weighted average number of shares of common stock outstanding during the previous fiscal year, with a maximum for any fiscal year of 5.0% of the weighted average number of shares of common stock outstanding during the previous fiscal year. Repurchases pursuant to the SRP for any given fiscal semester will be funded from proceeds received during that same fiscal semester through the issuance of common stock pursuant to the DRIP time unless the board of directors, in its sole discretion, makes available other funds for this purpose. As described further below, beginning with distributions payable with respect to April 2016 the Company will pay distributions to its stockholders in shares of common stock instead of cash. Shares are only issued pursuant to the DRIP in connection with distributions paid in cash. The Company also does not expect the board of directors will make other funds available for these purposes until the Company is able to obtain additional liquidity on favorable terms. Accordingly, the Company does not currently expect to make any repurchases under the SRP during 2016.
RCS Capital Corporation Bankruptcy
RCS Capital Corporation, the parent company of the Former Dealer Manager, and certain of its affiliates that provided us with services, filed for Chapter 11 bankruptcy protection in January 2016, prior to which it was also under common control with AR Global, the parent of the Company's sponsor.
American National Stock Transfer, LLC Termination
On February 10, 2016, AR Global received written notice from ANST, the Company's transfer agent and an affiliate of the Company's Former Dealer Manager, that it would wind down operations by the end of the month. ANST withdrew as the transfer agent effective February 29, 2016. On February 26, 2016, the Company entered into a definitive agreement with DST Systems, Inc., its previous provider of sub-transfer agency services, to provide the Company directly with transfer agency services (including broker and stockholder servicing, transaction processing, year-end IRS reporting and other services). 
Change in Distributions Policy
Because the Company requires funds in addition to its operating cash flow and cash on hand to meet its capital requirements, in March 2016, the Company’s board of directors changed the distribution policy such that, beginning with distributions payable with respect to April 2016 the Company will pay distributions to its stockholders in shares of common stock instead of cash. Accordingly, the Company will pay a cash distribution to stockholders of record each day during March 2016 on April 5, 2016, but future distributions will be on a monthly basis to stockholders of record each day during the prior month, commencing with April 2016, in an amount equivalent to $1.70 per annum, divided by $23.75 until the Company establishes Estimated Per-Share NAV and Estimated Per-Share NAV thereafter. The distributions will be made by the fifth day following each month end to stockholders of record at the close of business each day during the prior month.
There can be no assurance that the Company will be able to pay distributions in cash in the future. The Company’s ability to make future cash distributions will depend on its future cash flows and may be dependent on its ability to obtain additional liquidity, which may not be available on favorable terms, or at all.
Amendment to the Advisory Agreement
In March of 2016, the Company amended (the “Amendment”) its agreement with the Advisor (as amended, the “Advisory Agreement”) to provide the Company with the right to pay up to $500,000 per month of asset management fees payable to the Advisor under the Advisory Agreement in shares of the Company’s common stock for the period of time beginning on June 1, 2016 and ending on June 1, 2017, commencing on the date (the “Trigger”) that the elimination of the Company’s payment of cash distributions is insufficient to provide adequate liquidity levels consistent with assumptions mutually agreed to in good faith by the Company's independent directors and the Advisor from time to time (the “Relief Period”), subject to termination on the earlier of: (a) the date on which the Company has completed a public or private offering, which provides net proceeds in excess of $500,000 multiplied by the remaining months prior to June 1, 2017, after repayment or redemption of any indebtedness or preferred stock which is repayable or redeemable out of the proceeds of such offering; (b) the date on which the Company has completed an asset sale or borrowing, which provides net proceeds in excess of $50.0 million, after repayment or redemption of any indebtedness or preferred stock which is repayable or redeemable out of the proceeds of such transaction; (c) the date that the Company’s board of directors declares a distribution all or a portion of which is payable in cash; (d) a change of control (as defined in the Amendment), any restructuring of the Company’s debt or preferred stock that results in net proceeds in excess of $500,000 multiplied by the remaining months prior to June 1, 2017, after repayment or redemption of any indebtedness or preferred stock which is repayable or redeemable out of the proceeds of such transaction or such transaction results in the reduction in other cash usage by the Company during the Relief Period in excess of $500,000 multiplied by the remaining months prior to June 1, 2017, or a sale, exchange, transfer or other disposition of substantially all of the Company’s assets; (e) termination of the Advisory Agreement; or (f) the date on which the amendment to the Company’s charter, as described below, is not approved by its stockholders. If an event described in items (d) or (e) above occurs, the Company has agreed to redeem any shares of common stock issued to the Advisor as payment of asset management fees as described above for cash at the original issuance price. Pursuant to the Amendment, the Company also agreed to certain registration rights for the benefit of the Advisor with respect to the resale of the shares of common stock issued to the Advisor as payment of asset management fees as described above.
Prior to the Amendment and for asset management services for periods after September 30, 2015, the Company paid asset management fees in cash or shares of common stock, or a combination of both, at the Advisor’s election.
Pursuant to the Amendment, the Company also agreed, subject to approval of its stockholders of an amendment to the Company’s charter which the Company has agreed to present to its stockholders at the 2016 annual meeting, to extend the term of the Advisory Agreement to June 1, 2017 and that the notice period for terminating the Advisory Agreement will be ninety (90) days’ notice instead of sixty (60) days’ notice if the Trigger occurs prior to an expiration of the term.