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CUSIP NO. 20676Y403
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13D
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Page
6
of 12
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Item 1.
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Security and Issuer.
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This statement on Schedule 13D (this
Schedule 13D
) relates to the common stock, par value $0.01 per share (the
Common Stock
), and the Common Stock issuable upon the conversion of the 6.25% Series E Cumulative Convertible Preferred Stock, par value $0.01 per share (the
Series E Preferred Stock
), of Condor Hospitality
Trust, Inc. (the
Company
). The principal executive offices of the Company are located at 4800 Montgomery Lane, Suite 220, Bethesda, Maryland 20814.
Item 2.
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Identity and Background.
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(a) This Statement is filed jointly by (i) NHT Operating Partnership, LLC (
Parent
), (ii) NHT REIT Merger Sub, LLC
(
Merger Sub
), (iii) NHT Operating Partnership II, LLC (
Merger OP
and, together with Parent and Merger Sub, the
Parent Parties
) and NexPoint Hospitality Trust (
NHT
and,
together with the Parent Parties, the
Reporting Persons
and each, a
Reporting Person
). Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after
making inquiry to the appropriate party.
(b) (c) The Parent Parties are each a limited liability company. NHT is an
unincorporated, open-ended real estate investment trust. The address of the principal office of each of the Reporting Persons is 300 Crescent Court, Suite 700, Dallas, Texas 75201. The principal business of the Reporting Persons is to own and
operate hospitality properties.
(d) (f) None of the Reporting Persons, nor, to the knowledge of the Reporting Persons, any persons
listed on Schedule A hereto, have, during the past five years, been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction as a result of which any of them is or was subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding a violation
in respect to such laws.
Parent and Merger Sub were each established under the laws of the State of Delaware. Merger OP was established
under the laws of the State of Virginia. NHT was established under the laws of the Province of Ontario.
The name, business address,
citizenship and present principal occupation or employment (including the name, principal business and address of any corporation or other organization in which such employment is conducted) of each executive officer of the Reporting Persons are set
forth in Schedule A hereto, and are incorporated herein by reference.
Item 3.
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Source and Amount of Funds.
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As described in response to Item 4, the Voting Agreement Shares (as defined below) to which this Statement relates have not been purchased by
the Reporting Persons, and thus no funds were used for such purpose. The Reporting Persons did not pay additional consideration to the Company in connection with the execution and delivery of the Voting Agreements. To the knowledge of the Reporting
Persons, no person named in Annex A hereto has expended, nor expects to expend, funds in connection with the Reporting Persons acquired interest in the Voting Agreement Shares.
For a description of the Voting Agreement, see Item 4 below, which description is incorporated herein by reference in response to this Item 3.
Item 4.
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Purpose of Transaction.
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On July 19, 2019, the Company, Condor Hospitality Limited Partnership, a Virginia limited partnership (the
Operating
Partnership
), Parent, Merger Sub, and Merger OP entered into an Agreement and Plan of Merger (the
Merger Agreement
) pursuant to which, on the terms and subject to the conditions set forth therein, (a) Merger