SUMMARY

This summary highlights some of the information in this information statement relating to our Company, our separation from Inland American and the distribution of our common stock by Inland American to its stockholders. For a more complete understanding of our business and the separation and distribution, you should read carefully the more detailed information set forth under the sections entitled “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and “Our Separation from Inland American” and the other information included in this information statement.

Overview

We are a self-advised and self-administered REIT that invests primarily in premium full service, lifestyle and urban upscale hotels, with a focus on the Top 25 Markets as well as key leisure destinations in the United States. As of September 30, 2014, we owned 46 hotels, comprising 12,636 rooms, across 19 states and the District of Columbia, and had a majority interest in two hotels under development. Our hotels are primarily operated by industry leaders such as Marriott, Hilton, Hyatt, Starwood, Kimpton, Aston, Fairmont and Loews, as well as leading independent management companies, under the brands listed in the following table:⁽¹⁾

The following table sets forth certain information about our portfolio of hotels on a pro forma basis:

On a pro forma basis, for the nine months ended September 30, 2014 and the year ended December 31, 2013, we generated pro forma revenues of $691.1 million and $861.1 million, respectively, pro forma Adjusted EBITDA of $195.3 million and $233.9 million, respectively, and net income attributable to the Company of $37.5 million and $14.2 million, respectively. In addition, for the nine months ended September 30, 2014 and the year ended December 31, 2013, 75.9% and 76.1% of our pro forma revenues were derived from hotels located in the Top 25 Markets and key leisure destinations. For our definition of Adjusted EBITDA and why we present it as well as a reconciliation of Adjusted EBITDA to net income attributable to Company, the most directly comparable GAAP financial measure, see “Summary Historical and Pro Forma Combined Consolidated Financial and Operating Data.” See also “Basis of Presentation.”

We plan to grow our business through a differentiated acquisition strategy, aggressive asset management and capital investment in our properties. We primarily target markets and sub-markets with particular positive characteristics, such as multiple demand generators, favorable supply and demand dynamics and attractive projected RevPAR growth, with a focus on the Top 25 Markets and key leisure destinations. While we expect that most lodging markets will benefit from improvement in rates and occupancy in the intermediate term, we believe some will enjoy stronger improvements in fundamentals and deliver greater returns-on-investment on a risk-adjusted basis than others. We believe that since the recent financial crisis, investors in hotels, and in particular publicly-traded U.S. hotel REITs, have had an increasing focus on investing in properties located in the Seven Major Markets, which we believe has resulted in higher asset prices in those markets than in the Top 25 Markets despite the latter having comparable, and in some cases, stronger, underlying fundamentals. According to PKF-HR, the Top 25 Markets experienced lower supply growth than the Seven Major Markets from 2009 to 2013, and this trend is expected to continue through 2016 despite both sets of markets experiencing comparable demand growth, resulting in a more attractive projected supply / demand dynamic for the Top 25 Markets. As such, as compared to publicly-traded U.S. hotel REITs focused on the Seven Major Markets, our strategy allows us to acquire properties at attractive valuations in markets that have similar or better RevPAR growth expectations.

We own and pursue hotels in the upscale, upper upscale and luxury segments that are affiliated with premium, leading brands, as we believe that these segments yield attractive risk-adjusted returns. Within these segments, we focus on hotels that will provide guests with a distinctive lodging experience, tailored to reflect local market environments rather than hotels that are heavily dependent on conventions and group business. We also seek properties that exhibit an opportunity for us to enhance operating performance through aggressive asset management and targeted capital investment. By balancing our portfolio between premium full service, lifestyle and urban upscale hotels with these characteristics, we believe we are able to achieve strong cash flows and attractive returns. Examples of how we have recently executed our strategy include several recent acquisitions, such as the Andaz San Diego, the Residence Inn Denver City Center, the Westin Galleria Houston and the Westin Oaks Houston at The Galleria and the Hyatt Key West Resort & Spa.

Since 2010, we have acquired 28 of the hotels in the Xenia Portfolio, a total of 8,562 rooms, for an aggregate purchase price of approximately $2.0 billion. Additionally, since 2008, we have invested a total of approximately $209 million during our ownership period in capital expenditures to competitively position our portfolio to increase revenues as well as to keep our hotels well maintained. Our in-house project management team, currently consisting of eight individuals, manages all of our capital expenditure projects, which we believe provides us with a competitive advantage.

We believe that the current market environment presents attractive opportunities for us to acquire additional hotels with significant upside potential that are compatible with our investment strategy. We also believe that current lodging market fundamentals provide meaningful opportunities for revenue and Adjusted EBITDA growth at our existing hotels. We intend to enhance the value of our existing hotels through focused asset

management and targeted renovation projects. We believe that by pursuing this strategy, we will strengthen our position as a leading owner of hotel properties across our targeted segments. We believe that our senior management team’s overall lodging experience and proven track record, as well as its in-depth knowledge of our hotels and long-standing and extensive relationships within the lodging industry, will enable us to successfully execute on our business strategy to earn returns in excess of our cost of capital and create long-term value for our stockholders.

We intend to elect to be taxed as, and to operate in a manner that will allow us to qualify as, a REIT for U.S. federal income tax purposes beginning with our short taxable year that commenced on January 5, 2015. See “Summary—Our Tax Status” and “Material U.S. Federal Income Tax Consequences.” To satisfy the requirements for qualification as a REIT, we lease our hotels to our TRS lessees, which are owned by our TRS. Our TRS will be subject to U.S. federal, state and local income tax.

Reasons for the Separation

Upon careful review and consideration in accordance with the applicable standard of review under Maryland law, Inland American’s board of directors determined that our separation from Inland American is in the best interests of Inland American. The board’s determination was based on a number of factors, including those set forth below.

The anticipated benefits of the separation are based on a number of assumptions, and there can be no assurance that such benefits will materialize to the extent anticipated, or at all. In the event that the separation does not result in such benefits, the costs associated with the separation could have a material adverse effect on our business and are not quantifiable. As part of Inland American, we have enjoyed certain benefits from Inland American’s purchasing power and borrowing leverage, and have also had access to Inland American’s balance sheet and capital. Following our separation from Inland American, we will be a smaller and less diversified company than Inland American, and we will not have access to financial and other resources comparable to those of Inland American prior to the separation. As a separate, stand-alone company, we may be unable to obtain debt or goods, technology and services at prices and on terms as favorable as those available to us prior to the separation. For more information about the risks associated with the separation, see “Risk Factors – Risks Related to Our Relationship with Inland American and the Separation.”

Our Industry

We believe that recent favorable trends in U.S. lodging industry fundamentals coupled with industry experts’ positive outlook provide an attractive backdrop for the growth of our business in the coming years.

The U.S. lodging industry constitutes a substantial portion of the domestic economy, having generated approximately $334 billion in revenues in 2013, according to STR. As of September 2014, there were over 53,000 hotels and 5 million hotel rooms in the United States according to Lodging Econometrics.

Historically, the performance of the lodging industry has been driven by lodging demand, which is partially a function of macroeconomic fundamentals including employment, corporate profits and consumer confidence. U.S. GDP is projected to grow at a rate of 2.2% in 2014, 3.1% in 2015 and 3.0% in 2016, according to the International Monetary Fund. Considering the strong relationship between room demand and macroeconomic conditions, we believe our business and the lodging industry broadly are well positioned for growth.

According to PKF-HR, U.S. lodging RevPAR is expected to grow 8.6% in 2014, 7.1% in 2015 and 5.9% in 2016, supported by favorable supply and demand characteristics. This compares to a RevPAR CAGR of 3.0% over the past 25 years, according to STR. According to STR, lodging demand, as measured by number of occupied hotel rooms, has grown at a CAGR of 2.4% between 2011 and 2013, compared to hotel supply, which has grown at a CAGR of 0.6% over the same period. PKF-HR further projects strong RevPAR growth across our targeted chain scale segments, as indicated in the chart below:

Source: PKF-HR

Given the positive broader macroeconomic trends, favorable supply and demand dynamics in the overall U.S. lodging industry and strong expected performance of our target sub-markets, we believe our business is poised to generate strong economic performance in the coming years.

For more details, please see “Industry.”

Our Competitive Strengths

We believe the following strengths will help us to achieve strong cash flows and attractive returns:

Portfolio Breakdown by Brand Affiliation⁽¹⁾

We believe the quality of our portfolio is evidenced by its RevPAR and the amount by which its RevPAR exceeds the national average. For the year ended December 31, 2013 and the nine months ended September 30, 2014, our portfolio generated RevPAR of $125.73 and $138.24 respectively, representing multiples of 1.83x and 1.82x, respectively, of the national average for hotels of all chain scales, as reported by STR. As of September 30, 2014, our portfolio included five luxury hotels, 27 upper upscale hotels, and 12 upscale hotels (one of which was acquired in 2014). Additionally, our hotels are well maintained and competitively positioned, as we have invested an aggregate of $209 million during our ownership period in capital expenditures from January 1, 2008 through September 30, 2014 (excluding our two hotels under construction).

Portfolio Breakdown by Geography⁽¹⁾

We base our acquisition strategy on the Top 25 Markets rather than the Seven Major Markets because we believe the Top 25 Markets present more attractive risk-adjusted return potential, supported by favorable historical and projected supply and demand dynamics while generating higher projected RevPAR growth at attractive valuations.

Projected RevPAR CAGR (2013-2016E)

Source: PKF-HR

As illustrated in the charts below, the Top 25 Markets are expected to experience lower supply growth compared to the Seven Major Markets through 2016. Though the Seven Major Markets are expected to generate greater demand growth through 2016, the lack of supply growth in the Top 25 Markets more than offsets the lower demand growth resulting in a more favorable supply / demand dynamic as measured by demand growth minus supply growth.

Projected Supply CAGR (2013-2016E)		Projected Demand CAGR (2013-2016E)		Projected Demand CAGR Minus Projected Supply CAGR (2013-2016E)

Source: PKF-HR

Since 2010, we have executed on this strategy by acquiring 28 of the hotels in the Xenia Portfolio for an aggregate purchase price of $1,953 million. The following table sets forth additional information regarding recent acquisitions:

Business and Growth Strategies

Our objective is to invest primarily in premium full service, lifestyle and urban upscale hotels at valuations where we believe we can generate attractive returns on investment and long-term value appreciation and improve the value of our portfolio through aggressive asset management of our existing portfolio and future acquired hotels. We intend to pursue these objectives through the following investment and growth strategies:

We believe that our multi-pronged approach to investing provides us the flexibility to pursue attractive opportunities whenever and wherever they are presented.

Investment Risks

An investment in shares of our common stock involves substantial risks and uncertainties that may adversely affect our business, financial condition and results of operations. You should carefully consider the matters discussed in “Risk Factors” beginning on page 39 of this information statement before deciding to invest in shares of our common stock. Some of the risks relating to an investment in Xenia include the following:

Our Structure and Reorganization Transactions

Our History

We were formed as a Delaware corporation in 2007 as a wholly-owned subsidiary of Inland American. Subsequently, we changed our name from Inland American Lodging Group, Inc. to IA Lodging Group, Inc. and converted to a Maryland corporation in 2014. On August 5, 2014, we changed our name to Xenia Hotels & Resorts, Inc.

Our operating partnership was formed as a North Carolina limited partnership in 1994. Our wholly-owned subsidiary is the sole general partner of our operating partnership, and we conduct substantially all of our business through our operating partnership. We own 100% of the OP Units in our operating partnership. On September 17, 2014, our operating partnership was converted to a Delaware limited partnership and changed its name to XHR LP.

From our formation in 2007 until March 2014, our management team, which has continuously been dedicated to Inland American’s entire hotel portfolio, including the Xenia Portfolio and, until its sale, the Suburban Select Service Portfolio, was employed by an affiliate of The Inland Real Estate Group of Companies, Inc., Inland American’s sponsor. In connection with Inland American’s self-management in March 2014, our management team and our other employees ceased to be employed by an affiliate of Inland American’s sponsor and became our employees.

Prior to the internal reorganization transactions described below, we own all of our hotels and certain of our TRS lessees, and our remaining TRS lessees are owned by subsidiaries of Inland American other than us. Prior to the internal reorganization transactions described below and sale of the Suburban Select Service Portfolio, we also owned all of the Suburban Select Service Portfolio and subsidiaries leasing certain hotels in the Suburban Select Service Portfolio, and the remaining subsidiaries leasing the Suburban Select Service Portfolio were owned by subsidiaries of Inland American other than us.

The Suburban Select Service Portfolio was sold on November 17, 2014 to unaffiliated third party purchasers for approximately $1.1 billion, resulting in net proceeds to Inland American of approximately $480 million after prepayment of certain indebtedness and related costs. None of the proceeds from the sale of the Suburban Select Service Portfolio were retained by Xenia. Pursuant to the terms of the Separation and Distribution Agreement, we have agreed to assume the first $8 million of liabilities (including any related fees and expenses) incurred following the distribution relating to, arising out of or resulting from the ownership, operation or sale of the Suburban Select Service Portfolio and that relate to, arise out of or result from a claim or demand that is made against Xenia or Inland American by any person who is not a party or an affiliate of a party to the Separation and Distribution Agreement, other than liabilities arising from the breach or alleged breach by Inland American of certain fundamental representations made by Inland American to the third party purchasers of the Suburban Select Service Portfolio. We have also agreed to assume and indemnify Inland American for certain tax liabilities attributable to the Suburban Select Service Portfolio. As part of our working capital at the time of distribution, Inland American has agreed to leave us with cash estimated to be sufficient to satisfy such tax obligations. See “Certain Relationships and Related Transactions—Agreements with Inland American—Separation and Distribution Agreement.” The hotels included in the Suburban Select Service Portfolio were not retained by Xenia because such hotels do not generally fit within our investment criteria of investing in premium full service, lifestyle and urban upscale hotels, with a focus on the Top 25 Markets as well as key leisure destinations in the United States. In selecting the hotels to retain in the Xenia portfolio, we also took into consideration factors such as supply growth dynamics in various markets, RevPAR and risk-adjusted return potential.

The following chart shows our structure prior to the Reorganization Transactions described below and the sale of the Suburban Select Service Portfolio.

Our Corporate Reorganization

Prior to or concurrently with the completion of the separation and distribution, we have engaged or will engage in certain reorganization transactions which are designed to: consolidate the ownership of our hotels into our operating partnership; consolidate our TRS lessees into our TRS; facilitate our separation from Inland American and the distribution; and enable us to qualify as a REIT for U.S. federal income tax purposes beginning with our short taxable year that commenced on January 5, 2015.

The significant elements of our Reorganization Transactions include:

The following chart shows our structure following the Reorganization Transactions and sale of the Suburban Select Service Portfolio, but prior to the distribution.

The following chart shows our structure following the Reorganization Transactions, the sale of the Suburban Select Service Portfolio and the distribution.

Our Post-Separation Relationship with Inland American

We will enter into a Separation and Distribution Agreement with Inland American. In addition, we will enter into various other agreements with Inland American to effect the separation and provide a framework for our relationship with Inland American after the separation, such as a Transition Services Agreement and an Employee Matters Agreement. These agreements will provide for the allocation between us and Inland American of Inland American’s assets, liabilities and obligations (including its properties, employees and tax-related assets and liabilities) attributable to periods prior to, at and after our separation from Inland American and will govern certain relationships between us and Inland American after the separation.

Except as expressly set forth in the Separation and Distribution Agreement, Xenia shall be responsible for paying all fees and expenses incurred in connection with the separation and distribution and all transactions related thereto, whether incurred prior to, on or after the distribution date, including investment banking, legal, accounting advisory work, loan restructuring, and listing-related fees. To the extent such fees were incurred prior to the distribution date and paid by Inland American, Xenia has agreed to reimburse Inland American for such fees and expenses.

We and Inland American will enter into a Transition Services Agreement prior to the distribution pursuant to which Inland American and its subsidiaries will provide, on an interim, transitional basis, certain legal,

information technology, and financial reporting services and other assistance that is consistent with the services provided by Inland American to Xenia before the separation or that provide temporary assistance while Xenia develops its own stand-alone systems and processes and transitions historical information and processes from Inland American to Xenia. The costs of the services to be provided to us are estimated to be approximately $500,000 to $800,000 in the first twelve months following the separation.

We and Inland American will also enter into an Employee Matters Agreement in connection with the separation for the purpose of allocating between us certain assets, liabilities and responsibilities with respect to employee-related matters. The Employee Matters Agreement will govern Inland American’s and Xenia’s compensation and employee benefit obligations relating to current and former employees of each company, and generally will allocate liabilities and responsibilities relating to employee compensation and benefit plans and arrangements.

For additional information regarding the Separation and Distribution Agreement, the Transition Services Agreement and the Employee Matters Agreement, please refer to the sections entitled “Risk Factors—Risks Related to Our Relationship with Inland American and the Separation” and “Certain Relationships and Related Transactions.”

In addition, immediately after the separation, Inland American will own approximately 5% of our outstanding common stock.

Our Financing Strategy

We intend to maintain a strong, flexible and growth-oriented capital structure that will allow us to access multiple forms of capital and be strategic in determining when to access the debt or equity markets. As of September 30, 2014, we have pro forma net debt to pro forma annualized Adjusted EBITDA of 4.3x. This calculation reflects the repayment of approximately $57.7 million (after giving effect to $40.5 million of increases in aggregate principal amounts under certain existing mortgage indebtedness) of borrowings outstanding under existing mortgage indebtedness prior to or concurrently with the completion of the separation and distribution and the repayment of approximately $26.3 million of borrowings outstanding under existing mortgage indebtedness expected to be repaid on or about March 1, 2015 and assumes excess cash on hand at the Company of approximately $41.0 million at the time of separation from Inland American. Concurrent with the listing of our common stock, we expect to have an unsecured revolving credit facility pursuant to which we may borrow up to $400 million, which we believe provides us liquidity and flexibility to execute our growth strategy and manage short-term cash flow needs. We also have a well-staggered debt maturity profile. We believe our moderate leverage and strong liquidity will allow us to be proactive in pursuing our growth strategy. For more information regarding our proposed unsecured credit facility, see “Business—Our Financing Strategy,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources” and “Description of Indebtedness.”

Distribution Policy

We anticipate making regular quarterly distributions to our stockholders. Assuming a distribution ratio of one share of Xenia common stock for every eight shares of Inland American common stock, we intend to pay a pro rata initial dividend with respect to the period beginning on the completion of the separation and distribution and ending March 31, 2015 based on a dividend of $0.23 per share for a full quarter. On an annualized basis, this would be $0.92 per share of common stock. We expect that the cash required to fund our dividends will be covered by cash generated by operations.

To qualify as a REIT, we must distribute to our stockholders an amount at least equal to:

Distributions made by us will be authorized and determined by our board of directors, in its sole discretion, out of legally available funds, and will be dependent upon a number of factors, including restrictions under applicable law and other factors described under “Distribution Policy.” We cannot assure you that our distribution policy will remain the same in the future, or that any estimated distributions will be made or sustained. Our ability to make distributions to our stockholders will depend upon the performance of our asset portfolio. Distributions will be made in cash to the extent cash is available for distribution. We may not be able to generate sufficient cash flows to pay distributions to our stockholders. To the extent that our cash available for distribution is less than the amount required to be distributed under the REIT provisions of the Code, we may consider various funding sources to cover any shortfall, including borrowing under our anticipated $400 million unsecured revolving credit facility, selling certain of our assets or using a portion of the net proceeds we receive from future offerings of equity, equity-related or debt securities or declaring taxable share dividends. In addition, our charter allows us to issue preferred stock that could have a preference over our common stock as to distributions. The terms of our Series A Preferred Stock provide that we may not pay dividends on our common stock unless full cumulative dividends for all prior dividend periods have been or contemporaneously are paid or declared on all outstanding shares of Series A Preferred Stock. We currently have no intention to issue any preferred stock other than the Series A Preferred Stock currently issued and outstanding, but if we do, the distribution preference on the preferred stock could limit our ability to make distributions to the holders of our common stock. In addition, our board of directors could change our distribution policy in the future. See “Risk Factors.” Distributions to our stockholders will be generally taxable to them as ordinary income, although a portion of our distributions may be designated by us as capital gain or qualified dividend income or may constitute a return of capital. For a discussion of the tax treatment of distributions to holders of our common stock, please refer to “Material U.S. Federal Income Tax Consequences.”

“Dutch Auction” Tender Offer

In conjunction with the expected listing of our common stock on or about February 4, 2015, we expect to commence a modified “Dutch Auction” tender offer to purchase up to $125 million of our shares of common stock. If the tender offer is commenced, we expect to allow stockholders to tender all or a portion of their shares, but if the tender offer is oversubscribed, shares would be accepted on a prorated basis. We anticipate funding the tender offer and all related fees and expenses with cash from the Capital Contribution and cash on our balance sheet. If we commence the modified “Dutch Auction” tender offer, the full details will be included in an offer to purchase and related materials which will become available to all stockholders promptly following commencement of the tender offer and filed with the SEC in accordance with applicable securities laws. Until such time as we determine to commence the tender offer, there can be no assurances that we will in fact commence a modified “Dutch Auction” tender offer or any other tender offer for our shares of common stock.

Our Tax Status

We intend to elect to be taxed as a REIT for U.S. federal income tax purposes beginning with our short taxable year that commenced on January 5, 2015. We believe that we have been organized and will operate in a manner that will allow us to qualify as a REIT for U.S. federal income tax purposes commencing with such short taxable year, and we intend to continue operating in such a manner. To qualify for REIT status, we must meet a number of organizational and operational requirements, including a requirement that we annually distribute to our stockholders at least 90% of our REIT taxable income, determined without regard to the dividends paid deduction and excluding any net capital gains. See “Material U.S. Federal Income Tax Consequences.”

We will conduct our business through a traditional umbrella partnership real estate investment trust, or UPREIT, in which our hotels are indirectly owned by our operating partnership, through subsidiary limited partnerships, limited liability companies or other legal entities. We own and control 100% of the sole general partner of our operating partnership and own, directly or indirectly, 100% of the OP Units in our operating partnership. In the future, we may issue common or preferred units in our operating partnership from time to time in connection with acquisitions of hotels or for financing, compensation or other reasons.

In order for the income from our hotel operations to constitute “rents from real property” for purposes of the gross income tests required for REIT qualification, we cannot directly or indirectly operate any of our hotels. Accordingly, we lease each of our hotels, and intend to lease any hotels we acquire in the future, to our TRS lessees. As required for our qualification as a REIT, our TRS lessees have engaged third-party hotel management companies to manage our hotels on market terms. Our TRS lessees pay rent to us that we intend to treat as “rents from real property”. Our TRS, which will own our TRS lessees, is subject to U.S. federal, state and local income taxes applicable to corporations.

Restrictions on Ownership and Transfer of Our Stock

Our charter authorizes our directors to take such actions as are necessary or appropriate to enable us to qualify as a REIT. Furthermore, our charter prohibits any person from actually or constructively owning more than 9.8% in value or in number of shares, whichever is more restrictive, of the outstanding shares of any class or series of our capital stock. Our board of directors, in its sole discretion, may exempt (prospectively or retroactively) a person from the ownership limits if certain conditions are satisfied. However, our board of directors may not grant an exemption from the ownership limits to any proposed transferee whose ownership, direct or indirect, in excess of 9.8% of the value or number of outstanding shares of any class or series of our capital stock, could jeopardize our status as a REIT. These restrictions on transferability and ownership will not apply if our board of directors determines that it is no longer in our best interests to continue to qualify as a REIT or that compliance with such restrictions is no longer required for us to qualify as a REIT. The ownership limits may delay or impede a transaction or a change of control that might be in your best interest. See “Description of Capital Stock—Restrictions on Ownership and Transfer.”

JOBS Act

As a company with less than $1.0 billion in revenue during our last fiscal year, we qualify as an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act (the “JOBS Act”). Section 107 of the JOBS Act provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act of 1933, as amended (the “Securities Act”), for complying with new or revised accounting standards. Thus, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. However, we are choosing to “opt out” of such extended transition period, and as a result, we will comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies. Section 107 of the JOBS Act provides that our decision to opt out of the extended transition period for complying with new or revised accounting standards is irrevocable.

An emerging growth company may also take advantage of reduced reporting requirements that are otherwise applicable to public companies. These provisions include, but are not limited to:

We may take advantage of these provisions until we cease to be an emerging growth company. We will, in general, qualify as an emerging growth company until the earliest of (a) the last day of our fiscal year following the fifth anniversary of the date of our separation from Inland American; (b) the last day of our fiscal year in which we have an annual gross revenue of $1.0 billion or more; (c) the date on which we have, during the previous three-year period, issued more than $1.0 billion in non-convertible debt; and (d) the date on which we are deemed to be a “large accelerated filer” as defined in Rule 12b-2 under the Securities and Exchange Act of 1934 (the “Exchange Act”), which would occur at such time as we (1) have an aggregate worldwide market value of common equity securities held by non-affiliates of $700 million or more as of the last business day of our most recently completed second fiscal quarter, (2) have been required to file annual and quarterly reports under the Exchange Act for a period of at least 12 months and (3) have filed at least one annual report pursuant to the Exchange Act.

As a result of our status as an emerging growth company, the information that we provide to our stockholders may be different than you might receive from other public reporting companies in which you hold equity interests.

Our Principal Office

Our principal executive offices are located at 200 S. Orange Avenue, Suite 1200, Orlando, Florida, 32801, and our telephone number is (407) 317-6950. We maintain a website at www.xeniareit.com. The information contained on our website or that can be accessed through our website neither constitutes part of this information statement nor is incorporated by reference herein.

Questions and Answers about Us and the Separation

To qualify as a REIT, we must distribute to our stockholders an amount at least equal to:

Inland American Investor Services

Tel: 855-377-0510

www.inlandamerican.com

Xenia Investor Services

Tel: 844-248-2205

www.xeniareit.com

Tel: 855-377-0510

www.inlandamerican.com

The Separation and Distribution

(816) 435-1000

Summary Historical and Pro Forma Combined Consolidated Financial and Operating Data

You should read the following summary historical and pro forma combined consolidated financial and operating data together with “Selected Historical Combined Consolidated Financial Data,” “Unaudited Pro Forma Combined Consolidated Financial Statements,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Business and Properties” and the combined consolidated financial statements and related notes included elsewhere in this information statement.

The following table sets forth our summary historical and pro forma combined consolidated financial and operating data. Our summary historical combined consolidated financial data as of December 31, 2013, 2012 and 2011 and for the years then ended have been derived from our audited combined consolidated financial statements, included elsewhere in this information statement. The summary historical combined consolidated financial and operating data as of and for the nine months ended September 30, 2014 and 2013 have been derived from our unaudited condensed combined consolidated interim financial statements included elsewhere in this information statement.

Our financial statements reflect the operations of the Prior Combined Portfolio, which, among other things, classifies the Suburban Select Service Portfolio as held for sale with the related results from operations reported as discontinued operations, and include allocations of costs from certain corporate and shared functions provided to us by Inland American, as well as costs associated with participation by certain of our executives in Inland American’s benefit plans. The allocation methods for corporate and shared services costs vary by function but were generally based on historical costs of assets or headcount.

Because the historical combined consolidated financial statements represent the financial and operating data of the Prior Combined Portfolio, and the Company will own solely the Xenia Portfolio following the separation from Inland American, the historical combined consolidated financial statements included in this information statement do not reflect our financial position, results of operations and cash flows as if we had operated as a stand-alone public company during the periods presented owning solely the Xenia Portfolio. Accordingly, our historical results should not be relied upon as an indicator of future performance.

The summary pro forma combined consolidated financial and operating data is derived from our unaudited pro forma combined consolidated financial statements as of September 30, 2014 and for the nine months then ended as well as our unaudited pro forma statement of income for the year ended December 31, 2013, included elsewhere in this information statement. We derived our unaudited pro forma combined consolidated financial statements by applying pro forma adjustments to our historical combined consolidated financial statements included elsewhere in this information statement. The pro forma combined consolidated financial and operating data give effect to:

In addition, the unaudited pro forma combined consolidated statements of operations and other financial and operating data:

The pro forma adjustments are based on preliminary estimates, accounting judgments and currently available information and assumptions that management believes are reasonable. The notes to the pro forma combined consolidated financial statements provide a detailed discussion of how such adjustments were derived and presented in the pro forma combined consolidated financial and operating data. See “Unaudited Pro Forma Combined Consolidated Financial Statements—Notes to Pro Forma Combined Consolidated Financial Statements.” The pro forma combined consolidated financial information should be read in conjunction with “Summary—Our Structure and Reorganization Transactions—Our Corporate Reorganization,” “Capitalization,” “Selected Historical Combined Consolidated Financial Data,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Certain Relationships and Related Transactions,” “Description of Indebtedness” and our combined consolidated financial statements and related notes thereto and the financial statements of the Aston Waikiki Beach Hotel and related notes thereto included elsewhere in this information statement.

The pro forma combined consolidated financial and operating data has been prepared for illustrative purposes only and is not necessarily indicative of our financial position or results of operations had the transactions described above for which we are giving pro forma effect actually occurred on the dates or for the periods indicated, nor is such pro forma combined consolidated financial and operating data necessarily indicative of the results to be expected for any future period. A number of factors may affect our results. See “Risk Factors” and “Forward-Looking Statements.”

We further adjust FFO for certain additional items that are not in NAREIT’s definition of FFO such as hotel property acquisition and pursuit costs, amortization of share-based compensation, and other expenses we believe do not represent recurring operations. We believe that Adjusted FFO provides investors with useful supplemental information that may facilitate comparisons of ongoing operating performance between periods and between REITs that make similar adjustments to FFO and is beneficial to an investor’s complete understanding of our operating performance.

The following is a reconciliation of our GAAP net income (loss) to FFO and Adjusted FFO for the nine months ended September 30, 2014 and 2013 and years ended December 31, 2013, 2012 and 2011 (in thousands):

FFO, Adjusted FFO, EBITDA and Adjusted EBITDA do not represent cash generated from operating activities under GAAP and should not be considered as alternatives to net income or loss, operating profit, cash flows from operations or any other operating performance measure prescribed by GAAP. Although we present and use FFO, Adjusted FFO, EBITDA and Adjusted EBITDA because we believe they are useful to investors in evaluating and facilitating comparisons of our operating performance between periods and between REITs that report similar measures, the use of these non-GAAP measures has certain limitations as analytical tools. These non-GAAP financial measures are not measures of our liquidity, nor are they indicative of funds available to fund our cash needs, including our ability to fund capital expenditures, contractual commitments, working capital, service debt or make cash distributions. These measurements do not reflect cash expenditures for long-term assets and other items that we have incurred and will incur. These non-GAAP financial measures may include funds that may not be available for management’s discretionary use due to functional requirements to conserve funds for capital expenditures, property acquisitions, and other commitments and uncertainties. These non-GAAP financial measures as presented may not be comparable to non-GAAP financial measures as calculated by other real estate companies.

We compensate for these limitations by separately considering the impact of these excluded items to the extent they are material to operating decisions or assessments of our operating performance. Our reconciliations to the most comparable GAAP financial measures, and our consolidated statements of operations and cash flows, include interest expense, capital expenditures, and other excluded items, all of which should be considered when evaluating our performance, as well as the usefulness of our non-GAAP financial measures. These non-GAAP financial measures reflect additional ways of viewing our operations that we believe, when viewed with our GAAP results and the reconciliations to the corresponding GAAP financial measures, provide a more complete understanding of factors and trends affecting our business than could be obtained absent this disclosure. We strongly encourage investors to review our financial information in its entirety and not to rely on a single financial measure.