v3.26.1
Subsequent Events
12 Months Ended
Dec. 31, 2025
Subsequent Events [Abstract]  
Subsequent Events

16. Subsequent Events

 

On February 12, 2026, the Company and the Parent Parties completed the transactions contemplated by the Merger Agreement. Upon completion of the Merger, the Company survived as a wholly owned subsidiary of Parent and the separate existence of the Merger Sub ceased. As a result of the Merger, limited partnership units not owned by the Company were purchased by an affiliate of Parent for the same per share Merger Consideration that each share of Company Common Stock received pursuant to the Merger Agreement. In connection with the Merger, the Company received approximately $21.2 million in additional paid-in-capital.

 

On February 12, 2026, in connection with the consummation of the Merger and as required by the Merger Agreement, Andrew M. Sims resigned as Chairman of the Board of Directors of the Company, David R. Folsom resigned as the President and Chief Executive Officer of the Company, Anthony E. Domalski resigned as the Vice President, Chief Financial Officer and Secretary of the Company, Scott M. Kucinski resigned as the Executive Vice President and Chief Operating Officer of the Company, and Robert E. Kirkland IV resigned as General Counsel and Chief Compliance Officer of the Company. Messrs. Sims, Folsom, Domalski, Kucinski and Kirkland received payments in accordance with the change of control provision of their respective employment agreements totaling approximately $7.3 million.

 

Pursuant to the terms and conditions set forth in the Merger Agreement, the unvested shares issued under the Company’s 2022 Plan were canceled. Holders of those unvested shares were given the right to receive the same per share Merger Consideration that all other stockholders were entitled to receive under the Merger Agreement. Additionally, the Company’s 401(k) and ESOP plans were terminated.

 

On February 12, 2026, in connections with the Merger and pursuant to the Asset Purchase Agreement between Our Town and Parent, the Company terminated the OTH Master Management Agreement and each OTH Hotel Management Agreement. Termination fees totaled $9.7 million.

On February 12, 2026, in connection with the Merger, the Company secured an approximately $243.0 million mortgage loan on the DoubleTree by Hilton Laurel, DoubleTree by Hilton Philadelphia Airport, DoubleTree by Hilton Jacksonville Riverfront, The Georgian Terrace, The Whitehall, Hotel Ballast, DoubleTree Resort by Hilton Hollywood Beach, and Hyatt Centric Arlington with various affiliates of Apollo Global Management, Inc. The loan may be increased to as much as $308.0 million pursuant to certain terms and provisions including the pledge of additional collateral. Pursuant to the loan documents, the mortgage loan: (i) has an initial term of 3 years maturing on February 12, 2029 with two (2) extension options of one (1) year each, subject to certain terms and conditions; (ii) requires monthly payments of interest at a floating interest rate of SOFR plus 3.60%; (iii) is guaranteed by an affiliate of Parent; (iv) cannot be prepaid in whole or in part before August 1, 2027 without penalty; (v) required the Company to enter into an interest-rate cap agreement with (A) a notional amount equal to the balance of the loan; (B) a strike rate of 5.50% indexed to SOFR and (C) a term expiring no later than the maturity date of the loan; and (vi) contains customary representations, warranties, covenants and events of default for a mortgage loan. Proceeds of the loan were used to repay existing indebtedness.

On February 12, 2026, in connection with the Merger, the Company secured an approximately $26.7 million loan with an affiliate of Ascendant Capital Partners LP. The loan may be increased to as much as $45.0 million pursuant to certain terms and conditions. Pursuant to the loan documents, the loan: (i) has an initial term of four (4) years term maturing on February 12, 2030 with one (1) extension option of one (1) year, subject to certain terms and conditions; (ii) requires quarterly payments of interest at a fixed rate of 16.0% for the first year of the loan term, increasing to 16.25% for the second year of the loan term, and increasing to 16.50% for the remainder of the loan term; (iii) is guaranteed by an affiliate of Parent; (iv) requires mandatory partial prepayment coincident with the sale of property collateralized by the mortgage loan with affiliates of Apollo Global Management, Inc.; and (vi) contains customary representations, warranties, covenants and events of default for a mezzanine loan. Proceeds of the loan were used to repay existing indebtedness.

On March 24, 2026, we received additional proceeds from the mortgage loan with affiliates of Apollo Global Management Inc. in the amount of $15.0 million; additional proceeds from the loan with an affiliate of Ascendant Capital Partners LP in the amount of approximately $13.3; and an equity contribution of approximately $22.7 million from our sole stockholder. The equity proceeds received by the Company were contributed to the Operating Partnership.

On March 25, 2026, we redeemed in connection with the Merger, holders of 1,188,042 shares of the Company’s Series B Preferred Stock exercised their Change of Control Conversion Right described in the Articles Supplementary. The Company canceled the shares in exchange for approximately $22.2 million. Additionally, holders of 1,202,415 shares of the Company’s Series C Preferred Stock exercised their Change of Control Conversion Right described in the Articles Supplementary. The Company canceled the shares in exchange for approximately $23.0. Lastly, holders of 820,066 shares of the Company’s Series D Preferred Stock exercised their Change of Control Conversion Right described in the Articles Supplementary. The Company canceled the shares in exchange for approximately $13.7 million.

On April 8, 2026, we received additional proceeds from the mortgage loan with affiliates of Apollo Global Management Inc. in the amount of approximately $35.0 million providing the Hotel Alba as additional collateral for the mortgage loan. Proceeds of the loan as well as working capital were used to repay the existing indebtedness on the Hotel Alba and fees associated with the transaction.