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424B3 Filing
Apple Hospitality REIT (APLE) 424B3Prospectus supplement
Filed: 22 Oct 09, 12:00am
Filed Pursuant to Rule 424(b)(3)
Registration No. 333-147414
SUPPLEMENT NO. 1 DATED OCTOBER 22, 2009
TO PROSPECTUS DATED SEPTEMBER 21, 2009
APPLE REIT NINE, INC.
The following information supplements the prospectus of Apple REIT Nine, Inc. dated September 21, 2009 and is part of the prospectus. This Supplement updates the information presented in the prospectus.Prospective investors should carefully review the prospectus, and this Supplement No. 1.
TABLE OF CONTENTS
Status of the Offering | S-3 | |
Recent Developments | S-3 | |
Acquisitions and Related Matters | S-5 | |
Summary of Contracts for Our Properties | S-5 | |
Financial and Operating Information for Our Properties | S-6 |
Certain forward-looking statements are included in the prospectus and in this supplement. These forward-looking statements may involve our plans and objectives for future operations, including future growth and availability of funds. These forward-looking statements are based on current expectations, which are subject to numerous risks and uncertainties. Assumptions relating to these statements involve judgments with respect to, among other things, the continuation of our offering of Units, future economic, competitive and market conditions and future business decisions, together with local, national and international events (including, without limitation, acts of terrorism or war, and their direct and indirect effects on travel and the economy). All of these matters are difficult or impossible to predict accurately and many of them are beyond our control. Although we believe the assumptions relating to the forward-looking statements, and the statements themselves, are reasonable, any of the assumptions could be inaccurate and, therefore, there can be no assurance that these forward-looking statements will prove to be accurate. In light of the significant uncertainties inherent in these forward-looking statements, the inclusion of this information should not be regarded as a representation by us or any other person that our objectives and plans, which we consider to be reasonable, will be achieved.
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"Courtyard by Marriott," "Fairfield Inn," "Fairfield Inn & Suites," "TownePlace Suites," "Marriott," "SpringHill Suites" and "Residence Inn" are each a registered trademark of Marriott International, Inc. or one of its affiliates. All references below to "Marriott" mean Marriott International, Inc. and all of its affiliates and subsidiaries, and their respective officers, directors, agents, employees, accountants and attorneys. Marriott is not responsible for the content of this prospectus supplement, whether relating to hotel information, operating information, financial information, Marriott's relationship with Apple REIT Nine, Inc., or otherwise. Marriott is not involved in any way, whether as an "issuer" or "underwriter" or otherwise, in the offering by Apple REIT Nine, Inc. and receives no proceeds from the offering. Marriott has not expressed any approval or disapproval regarding this prospectus supplement or the offering related to this prospectus supplement, and the grant by Marriott of any franchise or other rights to Apple REIT Nine, Inc. shall not be construed as any expression of approval or disapproval. Marriott has not assumed, and shall not have, any liability in connection with this prospectus supplement or the offering related to this prospectus supplement.
"Hampton Inn," "Hampton Inn & Suites," "Homewood Suites," "Embassy Suites" and "Hilton Garden Inn" are each a registered trademark of Hilton Worldwide or one of its affiliates. All references below to "Hilton" mean Hilton Worldwide and all of its affiliates and subsidiaries, and their respective officers, directors, agents, employees, accountants and attorneys. Hilton is not responsible for the content of this prospectus supplement, whether relating to hotel information, operating information, financial information, Hilton's relationship with Apple REIT Nine, Inc., or otherwise. Hilton is not involved in any way, whether as an "issuer" or "underwriter" or otherwise, in the offering by Apple REIT Nine, Inc. and receives no proceeds from the offering. Hilton has not expressed any approval or disapproval regarding this prospectus supplement or the offering related to this prospectus supplement, and the grant by Hilton of any franchise or other rights to Apple REIT Nine, Inc. shall not be construed as any expression of approval or disapproval. Hilton has not assumed, and shall not have, any liability in connection with this prospectus supplement or the offering related to this prospectus supplement.
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We completed the minimum offering of Units (with each Unit consisting of one Common Share and one Series A Preferred Share) at $10.50 per Unit on May 14, 2008. We are continuing the offering at $11 per Unit in accordance with the prospectus. We registered to sell a total of 182,251,082 Units. As of September 24, 2009, 101,376,044 Units remained unsold. We will offer Units until April 25, 2010, unless the offering is extended, provided that the offering will be terminated if all of the Units are sold before then.
As of September 24, 2009, we had closed on the following sales of Units in the offering:
Price Per Unit | Number of Units Sold | Gross Proceeds | Proceeds Net of Selling Commissions and Marketing Expense Allowance | |||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|
$10.50 | 9,523,810 | $ | 100,000,000 | $ | 90,000,000 | |||||||
$11.00 | 71,351,228 | $ | 784,863,519 | $ | 706,377,168 | |||||||
Total | 80,875,038 | $ | 884,863,519 | $ | 796,377,168 | |||||||
RECENT DEVELOPMENTS
Recent Purchases
On September 25, 2009, through one of our indirect wholly-owned subsidiaries, we closed on the purchase of a limited liability company, which owns a hotel located in Johnson City, Tennessee. Our purchasing subsidiary became the sole member of the limited liability company. The hotel contains 90 guest rooms. The gross purchase price for the limited liability company was $9,879,788.
In addition, on September 25, 2009, through one of our indirect wholly-owned subsidiaries, we closed on the purchase of a hotel located in Baton Rouge, Louisiana. The gross purchase price for the hotel, which contains a total of 119 guest rooms, was $15,100,000.
Further information about our recently purchased hotels is provided in other sections below.
Recent Ground Lease Agreement
On October 14, 2009, through one of our indirect wholly-owned subsidiaries, we entered into a ground lease for approximately one acre of land located in downtown Richmond, Virginia. The lease terminates on December 31, 2098, subject to our right to exercise two renewal periods of ten years each. We intend to use the land to build two nationally recognized brand hotels. Under the terms of the lease we have a six month "Study Period" to determine the viability of the hotels. We can terminate the lease for any reason during the Study Period, which ends on April 14, 2009. After the Study Period, the lease continues to be subject to various conditions, including but not limited to obtaining various permits, licenses, zoning variances and franchise approvals. If any of these conditions are not met we have the right to terminate the lease at any time. Rent payments are not required until we decide to begin construction on the hotels. Annual rent under the lease is $300,000 with adjustments throughout the lease term based on the Consumer Price Index. As there are many conditions to beginning construction on the hotels, there are no assurances that we will construct the hotels or continue the lease.
Source of Funds and Related Party Payments
Our recent purchases, which resulted in our ownership of two additional hotels, were funded by the proceeds from our ongoing offering of Units.
We have entered into a property acquisition and disposition agreement with Apple Suites Realty Group, Inc. to acquire and dispose of our real estate assets. A fee of 2% of the gross purchase price or
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gross sale price in addition to certain reimbursable expenses will be payable for these services. This entity is owned by Glade M. Knight, who is one of our directors and our Chairman and Chief Executive Officer. We used our offering proceeds to pay to Apple Suites Realty Group, Inc. $499,596 representing 2% of the gross purchase price for our hotel purchases on September 25, 2009.
Overview of Owned Hotels
As a result of our recent purchases, we currently own 33 hotels, which are located in the states indicated in the map below:
Amendment to Our Unit Redemption Program
On October 8, 2009, our Board of Directors adopted a resolution amending our Unit redemption program. The first paragraph on page 128 of our prospectus describing the Unit redemption program is amended as follows:
"If funds available for our Unit redemption program are not sufficient to accommodate all requests, Units will be redeemed as follows: first, pro rata as to redemptions upon the death or disability of a shareholder; next pro rata as to redemptions to shareholders who demonstrate, in the discretion of our board of directors, another involuntary exigent circumstance, such as bankruptcy; next pro rata as to redemptions to shareholders subject to a mandatory distribution requirement under such shareholder's IRA; pro rata as to shareholders seeking redemption of all Units owned by them who beneficially or of record fewer than 100 Units; and, finally, pro rata as to other redemption requests. The board of directors, in its sole discretion, may choose to suspend or terminate the Unit redemption program or to reduce the number of Units purchased under the Unit redemption program if it determines the funds otherwise available to fund our Unit redemption program are needed for other purposes."
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ACQUISITIONS AND RELATED MATTERS
Each of our recently purchased hotels has been leased to one of our indirect wholly-owned subsidiaries, as the lessee, under a separate hotel lease agreement. For simplicity, the applicable lessee will be referred to below as the "lessee."
Each hotel is managed under a separate management agreement between the applicable lessee and the manager. For simplicity, the applicable manager will be referred to below as the "manager."
The hotel lease agreements and the management agreements are among the contracts described in another section below. The table below specifies the franchise, hotel owner, lessee and manager for our recently purchased hotels:
Hotel Location | Franchise(a) | Hotel Owner/Lessor | Lessee | Manager | ||||
---|---|---|---|---|---|---|---|---|
Baton Rouge, Louisiana | SpringHill Suites | Apple Nine Hospitality Ownership, Inc. | Apple Nine Hospitality Management, Inc. | Dimension Development Two, LLC | ||||
Johnson City, Tennessee | Courtyard | Sunbelt-CJT, L.L.C. | Apple Nine Hospitality Management, Inc. | LBAM-Investor Group, L.L.C.(b) |
Notes for Table:
We have no material relationship or affiliation with the sellers or managers, except for the relationship resulting from our purchases, our management agreements for the hotels we own and any related documents.
SUMMARY OF CONTRACTS
FOR OUR PROPERTIES
Hotel Lease Agreements
Each of our recently purchased hotels is covered by a separate hotel lease agreement between the owner (one of our indirect wholly-owned subsidiaries) and the applicable lessee (another one of our indirect wholly-owned subsidiaries, as specified in the previous section). Each lease provides for an initial term of 10 years. The applicable lessee has the option to extend its lease term for two additional five-year periods, provided it is not in default at the end of the prior term or at the time the option is exercised.
Each lease provides for annual base rent and percentage rent. The annual base rent is payable in advance in equal monthly installments and will be adjusted each year in proportion to the Consumer Price Index (based on the U.S. City Average). Shown below is the annual base rent and the lease commencement date for our recently purchased hotels:
Hotel Location | Franchise | Annual Base Rent | Date of Lease Commencement | ||||
---|---|---|---|---|---|---|---|
Baton Rouge, Louisiana | SpringHill Suites | $ | 974,274 | September 25, 2009 | |||
Johnson City, Tennessee | Courtyard | 723,153 | September 25, 2009 |
The annual percentage rent depends on a formula that compares fixed "suite revenue breakpoints" with a portion of "suite revenue," which is equal to gross revenue from guest rentals less sales and room taxes and credit card fees. The suite revenue breakpoints will be adjusted each year in proportion to the Consumer Price Index (based on the U.S. City Average). Specifically, the annual percentage rent is equal to the sum of (a) 17% of all suite revenue for the year, up to the applicable suite revenue breakpoint; plus (b) 55% of the suite revenue for the year in excess of the applicable suite revenue breakpoint, as reduced by base rent paid for the year.
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Management Agreements
Each of our hotels is being managed by the manager under a separate management agreement between the manager and the applicable lessee (which is one of our indirect wholly-owned subsidiaries, as specified in the previous section). The manager is responsible for managing and supervising the daily operations of the hotel and for collecting revenues for the benefit of the applicable lessee. The fees and other terms of these agreements are the result of commercial negotiations between otherwise unrelated parties. We believe that such fees and terms are appropriate for the hotels and the markets in which they operate.
Franchise Agreements
The recently purchased hotels are franchised by Marriott International, Inc. or one of its affiliates, and there is a relicensing franchise agreement between the lessee and Marriott International, Inc. or an affiliate. The relicensing franchise agreements provide for the payment of royalty fees and marketing contributions to the franchisor. A percentage of gross room revenues is used to determine these payments. In addition, we have caused Apple Nine Hospitality, Inc. or another one of our subsidiaries to provide a separate guaranty of the payment and performance of the lessee under each relicensing franchise agreement.
The fees and other terms of these agreements are the result of commercial negotiations between otherwise unrelated parties, and we believe that such fees and terms are appropriate for the hotels and the markets in which they operate. These agreements may be terminated for various reasons, including failure by the applicable lessee to operate in accordance with the standards, procedures and requirements established by the franchisors.
FINANCIAL AND OPERATING INFORMATION
FOR OUR PROPERTIES
Our hotels offer guest rooms and suites, together with related amenities, that are consistent with their operations. The hotels are located in developed or developing areas and in competitive markets. We believe the hotels are well-positioned to compete in their markets based on location, amenities, rate structure and franchise affiliation. In the opinion of management, each hotel is adequately covered by insurance. The following tables present further information about our hotels:
Table 1. General Information
Hotel Location | Franchise | Number of Rooms/ Suites | Gross Purchase Price | Average Daily Rate (Price) per Room/ Suite(a) | Federal Income Tax Basis for Depreciable Real Property Component of Hotel(b) | Purchase Date | ||||||||||
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Baton Rouge, Louisiana | SpringHill Suites | 119 | $ | 15,100,000 | $ | 99-134 | $ | 13,820,000 | September 25, 2009 | |||||||
Johnson City, Tennessee | Courtyard | 90 | 9,879,788 | 119-169 | 8,774,788 | September 25, 2009 | ||||||||||
Total | 209 | $ | 24,979,788 | |||||||||||||
Notes for Table 1:
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Table 2. Operating Information
Table 2, regarding operating information, has been omitted because our recently purchased hotels did not begin operations until September 2009, and there is no historical annual operating information.
Table 3. Tax and Related Information
Hotel Location | Franchise | Tax Year | Real Property Tax Rate(a) | Real Property Tax | ||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|
Baton Rouge, Louisiana | SpringHill Suites | 2008(b | ) | 2.0 | % | $ | 10,326(c | ) | ||||
Johnson City, Tennessee | Courtyard | 2008(b | ) | 1.4 | % | 16,500(c | ) |
Notes for Table 3:
(Remainder of Page Intentionally Left Blank)
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