UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): August 1, 2011
MHI HOSPITALITY CORPORATION
(Exact Name of Registrant as Specified in its Charter)
| | | | |
| Maryland | | 333-118873 | | 20-1531029 |
(State or Other Jurisdiction of Incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
410 W. Francis Street
Williamsburg, Virginia 23185
(757) 229-5648
(Address, including Zip Code and Telephone Number, including
Area Code, of Principal Executive Offices)
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:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 1.01. | Entry into a Material Definitive Agreement. |
On August 1, 2011, MHI Jacksonville LLC (the “Borrower”) and other affiliates of MHI Hospitality Corporation (the “Company”), entered into a First Amendment to Loan Agreement, First Amendment to Promissory Note and other loan documents to extend the maturity date (the “Extension”) of the $18.0 million mortgage (the “Mortgage Loan”) on the Crowne Plaza Jacksonville Riverfront hotel property with PNC Bank, National Association, in its capacity as trustee of the AFL-CIO Building Investment Trust (the “Lender”), from July 22, 2011 to January 22, 2013 (the “Extension Period”).
During the Extension Period, and pursuant to the loan documents:
| | • | | the interest rate applicable to the Mortgage Loan will be fixed at 8.0%; and |
| | • | | Lender has waived certain covenants requiring Borrower to further pay down principal under certain circumstances. |
In order to effect the Extension, and pursuant to the loan documents:
| | • | | Borrower tendered to Lender the sum of $4.0 million as principal curtailment of the Mortgage Loan. Lender applied such principal curtailment against the original amount outstanding under the Mortgage Loan, thus reducing the Mortgage Loan’s current outstanding principal amount to $14.0 million. |
| Item 2.03. | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information set forth under Item 1.01 of this report is incorporated herein by reference.
| Item 7.01. | Regulation FD Disclosure. |
On August 1, 2011, the Company issued a press release announcing the Extension to the maturity date of the Mortgage Loan on the Crowne Plaza Jacksonville Riverfront. A copy of the press release is furnished as Exhibit 99.1 hereto.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| | |
| 99.1 | | Press Release of MHI Hospitality Corporation dated August 1, 2011, announcing the Extension to the maturity date of the Mortgage Loan on the Crowne Plaza Jacksonville Riverfront. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: August 1, 2011
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| MHI HOSPITALITY CORPORATION |
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| By: | | /s/ Andrew M. Sims |
| | Andrew M. Sims Chief Executive Officer |
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Exhibit List
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| 99.1 | | Press Release of MHI Hospitality Corporation dated August 1, 2011, announcing the Extension to the maturity date of the Mortgage Loan on the Crowne Plaza Jacksonville Riverfront. |
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