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): April 4, 2011

 


APPLE REIT TEN, INC.

(Exact name of registrant as specified in its charter)

 



 

 

 

 

 

Virginia

 

333-168971

 

27-3218228

(State or other jurisdiction
of incorporation)

 

(Commission File Number)

 

(I.R.S. Employer
Identification Number)


 

 

 

814 East Main Street, Richmond, Virginia

 

23219

(Address of principal executive offices)

 

(Zip Code)


 

(804) 344-8121
(Registrant’s telephone number, including area code)


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:


 

 

o

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

 

o

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

 

o

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

 

o

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))



          Apple REIT Ten, Inc. (which is referred to below as the “Company” or as “we,” “us” or “our”) is filing this report in accordance with Item 1.01 of Form 8-K.

Item 1.01. Entry into a Material Definitive Agreement.

          On April 4, 2011, we caused one of our indirect wholly-owned subsidiaries (the “purchasing subsidiary”), to enter into a series of purchase contracts for the potential purchase of four hotels. The table below describes these hotels:

 

 

 

 

 

 

 

 

 

 

 

 

Hotel Location

 

Franchise

 

Seller

 

Number of
Rooms

 

Purchase
Price

 


 


 


 


 


 

Davenport, Iowa

 

Hampton Inn & Suites

 

SAJNI, Inc.

 

 

103

 

$

13,000,000

 

Cedar Rapids, Iowa

 

Homewood Suites

 

Five Seasons Hospitality, Inc.

 

 

95

 

 

13,000,000

 

Cedar Rapids, Iowa

 

Hampton Inn & Suites

 

Collins Hospitality, Inc.

 

 

103

 

 

13,000,000

 

Hoffman Estates, Illinois

 

Hilton Garden Inn

 

Windy City Lodging, Inc.

 

 

184

 

 

10,000,000

 

 

 

 

 

 

 



 



 

TOTAL

 

 

 

 

 

 

485

 

$

49,000,000

 

 

 

 

 

 

 



 



 

          There can be no assurance at this time that our purchasing subsidiary will in fact purchase these hotels. The sellers are affiliated with each other but do not have any material relationship with us or our subsidiaries, other than through the purchase contracts. The aggregate initial deposits for the hotels listed above totaled $400,000. The initial deposit for each contract is refundable to our purchasing subsidiary if it elects to terminate a purchase contract during the “review period”, which ends on June 3, 2011. In the event our purchasing subsidiary does not elect to terminate any of the purchase contracts during the review period, our purchasing subsidiary is required to make additional deposits in the aggregate amount of $400,000 within three (3) business days after the expiration of the review period. If our purchasing subsidiary terminates the purchase contracts after the review period but before closing, and the termination is not based on the sellers’ failure to satisfy a required condition, the escrow agent will release the deposits to the sellers. If a closing occurs under the purchase contracts, the deposits will be credited toward the purchase price.

          The initial deposits under the purchase contracts were funded by the Company’s ongoing offering of Units (with each Unit consisting of one common share and one Series A preferred share). It is expected that the additional deposit and payment of the purchase price under the purchase contract also would be funded, if a closing occurs, by the Company’s ongoing offering of Units.

          During the review period, our purchasing subsidiary will have the opportunity to evaluate the legal, title, survey, construction, physical condition, structural, mechanical, environmental, economic, permit status, franchise status, financial and other documents and information related to the hotels. Our purchasing subsidiary may terminate a purchase contract at any time during the review period for any reason. Our purchasing subsidiary may become aware of facts or conditions pertaining to the hotels as a result of its review that will cause us to terminate an agreement to purchase a hotel.

          Certain closing conditions must be met before or at the closing, and are not currently satisfied. They include, but are not limited to, the following: the seller having performed and complied in all material respects with the covenants under the purchase contracts; all third party consents having been obtained; the existing management and franchise agreements shall have been either terminated or assigned to one of our subsidiaries by the seller and as applicable new management and franchise agreements shall have been executed by one of our subsidiaries. If any of the closing conditions under the purchase contracts are not satisfied by the seller, our purchasing subsidiary may terminate the purchase contracts and receive a refund of the deposits.

          Accordingly, as of the date of this report and until the closing of the purchase of the hotels, there can be no assurance that our purchasing subsidiary will acquire the hotels.

          All brand and trade names, logos or trademarks contained, or referred to, in this Form 8-K are the properties of their respective owners.


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.

 

 

 

 

 

Apple REIT Ten, Inc.

 

 

 

 

By: 

/s/ Glade M. Knight

 

 


 

 

Glade M. Knight,

 

 

Chief Executive Officer

 

 

 

 

 

April 7, 2011