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): May 7, 2018 (May 1, 2018)

RED LION HOTELS CORPORATION

(Exact name of Registrant as specified in its charter)

Washington

(State or other jurisdiction of incorporation or organization)

201 W. North River Drive, Suite 100

Spokane, Washington 99201

(Address of Principal Executive Office)

(509) 459-6100

(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:

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

Purchase Agreement

On May 1, 2018, Red Lion Hotels Franchising, Inc. (“Buyer”), a wholly-owned subsidiary of Red Lion Hotels Corporation (the “Company”), entered into an Amended and Restated Purchase Agreement (the “Purchase Agreement”) with Knights Franchise Systems, Inc., a Delaware corporation (“KFS”), Wyndham Hotel Group, LLC, a Delaware limited liability company and the sole stockholder of KFS (“WHG”) and the other signatories thereto (such other signatories, collectively, the “Asset Sellers”), pursuant to which Buyer will purchase from WHG all of the issued and outstanding shares of capital stock of KFS (the “Stock Purchase”) and purchase certain operating assets from, and assume certain liabilities of, the Asset Sellers (the “Asset Purchase” and, together with the Stock Purchase, the “Purchase”) relating to the business of franchising Knights Inn branded hotels to hotel owners (the “Business”). The Purchase Agreement amends and restates the Purchase Agreement entered into by the same parties on April 3, 2018 (the “Original Agreement”) and attached to the Current Report on Form 8-K filed on April 4, 2018 as Exhibit 2.1.

Consideration

Consistent with the Original Agreement, the aggregate purchase price remains $27 million, subject to adjustment for the amount of KFS’ cash, unpaid indebtedness, unpaid transaction expenses and working capital at closing. Pursuant to the Purchase Agreement, Buyer paid a $3 million deposit towards the purchase price to WHG on May 1, 2018. The Purchase Agreement provides that the remainder of the purchase price will be paid in cash at closing, which is anticipated to occur on May 14, 2018. Consistent with the Original Agreement, Buyer will also assume certain ongoing liabilities of the Asset Sellers relating to the Knights Inn brand.

Representations, Warranties and Indemnities

The Purchase Agreement contains customary representations, warranties, covenants and indemnification rights.

Closing Conditions

The Purchase Agreement may be terminated under certain limited circumstances, including by either party if the acquisition has not been completed by August 1, 2018.

Qualification of Description

The above description of the Purchase Agreement has been included to provide investors with information regarding the terms of the Purchase Agreement. The description is not intended to provide any other factual information about the Company or any other parties to the Purchase Agreement or their respective affiliates or equity holders. The representations, warranties and covenants contained in the Purchase Agreement were made only for the purposes of the Purchase Agreement and as of the specific dates, were solely for the benefit of the parties thereto, may have been used for purposes of allocating risk between each party rather than establishing matters of fact, may be subject to a contractual standard of materiality different from that generally applicable to investors and may be subject to qualifications or limitations agreed upon by the parties in connection with the negotiated terms, including being qualified by disclosure schedules. Accordingly, investors should not rely on the representations, warranties and covenants in the Purchase Agreement as statements of factual information.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits

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: May 7, 2018