UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): November 27, 2024
MOODY NATIONAL REIT II, INC.
(Exact Name of Registrant as Specified in Its Charter)
| Maryland | 000-55778 | 47-1436295 | ||
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
Moody National Companies
9655 Katy Freeway, Suite 600
Houston, TX 77024
(Address of principal executive offices, including zip code)
(713) 977-7500
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
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 |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act |
Securities registered or to be registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| None | None | None |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging Growth Company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01. Entry into a Material Definitive Agreement.
On November 27, 2024, Moody National REIT II, Inc. (the “Company”) entered into a Purchase and Sale Agreement, effective as of December 2, 2024 (the “Sale Agreement”), by and between the Company and Reade Hotel Capital LLC, a New York limited liability company unaffiliated with the Company (the “Purchaser”). Pursuant to the Sale Agreement, the Company has agreed, subject to the terms and conditions of the Sale Agreement, to sell all of the Company’s rights and interests in the hotel property located at 1811 Broadway, Nashville, TN 37203 (the “Nashville Embassy Suites”) to the Purchaser for an aggregate purchase price of $57,500,000, subject to certain customary offsets and credits thereto as set forth in the Sale Agreement. The closing of the sale of the Nashville Embassy Suites will occur, subject to the satisfaction of all closing conditions set forth in the Sale Agreement, on or before February 13, 2025, or such later date as is mutually agreed to by the Company and Purchaser. There is no guarantee that the closing of the sale will occur on the terms described herein or at all.
The foregoing description of the Sale Agreement does not purport to be complete and is qualified in its entirety by reference to the text of the Sale Agreement, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
| (d) | Exhibits. |
| Exhibit No. | Description | |
| 10.1 | Purchase and Sale Agreement, dated as of November 27, 2024 and effective as of December 2, 2024, by and between Moody National REIT II, Inc. and Reade Hotel Capital LLC |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| Date: December 6, 2024 | MOODY NATIONAL REIT II, INC. | |
| By: | /s/ Brett C. Moody | |
| Brett C. Moody | ||
| Chief Executive Officer and President | ||
