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Subsequent Events
9 Months Ended
Sep. 30, 2020
Subsequent Events [Abstract]  
Subsequent Events

NOTE 16.  SUBSEQUENT EVENTS



Termination and Settlement of Agreement and Plan of Merger



On September 18, 2020, the Company terminated the Agreement and Plan and Merger, dated July 19, 2019, as amended (the “Merger Agreement”), by and among the Company, Condor Hospitality Limited Partnership (the “Operating Partnership” and together with the Company, the “Company Parties”), NHT Operating Partnership, LLC (“Parent”), NHT REIT Merger Sub, LLC (“Merger Sub”) and NHT Operating Partnership II, LLC (“Merger OP”, and together with Parent and Merger Sub, the “Parent Parties”).  Pursuant to the Merger Agreement, the Company was to be acquired by Parent in a merger transaction.



On March 15, 2020, the parties entered into an amendment of the Merger Agreement to extend the closing of the acquisition to March 23, 2020.



On March 22, 2020, pursuant to the Merger Agreement, the Company provided written notice to the Parent Parties that it stood ready, willing and able to close the transactions and would stand ready, willing and able to do so for at least three business days thereafter, as all conditions applicable to the Company Parties to be satisfied before closing were satisfied or previously waived and all conditions to be satisfied at closing were capable of being satisfied at closing. As previously announced, the closing of the acquisition did not occur on March 23, 2020, and had not occurred as of the time of the termination of the Merger Agreement by the Company.



The parties subsequently discussed, but did not enter into, potential amendments to the Merger Agreement to restructure the transaction. On September 18, 2020, the Company, pursuant to its rights under the Merger Agreement, provided written notice of termination of the Merger Agreement to the Parent Parties due to failure of the Parent to consummate the acquisition of the Company and for the Parent Parties’ material breaches of the Merger Agreement.



On October 15, 2020, the Company announced that the Company Parties entered into a settlement agreement (the “Settlement Agreement”) with NexPoint Advisors L.P. (“NexPoint Advisors”), NexPoint Hospitality Trust (TSVX: NHT) (“NHT”), and Parent Parties (NexPoint Advisors, NHT and Parent Parties collectively, the “NHT Parties”), following the Company’s previously announced termination of the Merger Agreement.



Pursuant to the Settlement Agreement, the NHT Parties have agreed to make three payments to the Company totaling $7,000.  The first payment of $2,250 was to be made within two business days of the execution of the Settlement Agreement (the “Initial Payment”), the second payment of $2,500 was to be made on or before October 30, 2020 (the “Second Payment”) and the third payment of $2,250 is to be made on or before December 30, 2020 (the “Third Payment” and together with the Initial Payment and the Second Payment, the “Settlement Payments”).  Upon timely payment of all of the Settlement Payments, the NHT Parties’ settlement liability will be satisfied in full. In the event that any of the Settlement Payments are not timely made, in addition to the Settlement Payments, an amount of $4,925, together with an amount to cover the Company’s fees and expenses related to the collection and enforcement of the Settlement Payments, will be owed to the Company.  NHT, Parent, and certain affiliates of Parent have issued a promissory note to the Company evidencing their obligation to make these payments.  In exchange for these payment obligations, the NHT Parties have been released from all claims or liabilities relating to the Merger Agreement.  Pursuant to the Settlement Agreement, the Company Parties also have been released from all claims or liabilities relating to the Merger Agreement.



The Initial Payment was made on October 15, 2020 and the Second Payment on October 23, 2020.



Additionally, during the second quarter of 2020, the Company received nonrefundable cash of $500 from NHT Parties in connection with the then ongoing discussions concerning potential adjustments to restructure the transaction, which, in the event a transaction occurs, was to be credited against the acquisition purchase price.  This deposit was recognized as a reduction of strategic alternatives expense, net upon the termination of the Merger Agreement on September 18, 2020.



Modification of KeyBank Credit Facility



On November 16, 2020, the Company entered into the Eighth Amendment to its credit facility with KeyBank as detailed in Note 6, Long-Term Debt.