Item 3.03. Material Modification to Rights of Security Holders. Upon the Effective Time, each holder of a Paired Share issued and outstanding immediately prior to the Effective Time, other than holders in respect of certain Paired Shares that were not entitled to the Merger Consideration as set forth in the Merger Agreement, ceased to have any rights as a stockholder of the Company or Hospitality (other than the rights of the holders to receive the Merger Consideration). The information set forth above under Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03. Item 5.01. Change in Control of Registrant. As a result of the completion of the Mergers, a change in control of the Paired Entities occurred. The Paired Entities are, following the Effective Time, controlled by a joint venture of affiliates ofBlackstone Real Estate Partners IX, L.P. and affiliates ofStarwood Opportunity Fund XI Global, L.P. andStarwood Distressed Opportunity Fund XII Global, L.P. The information set forth above under Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. OnJune 16, 2021 , in connection with the Mergers, all members of the board of directors of the Paired Entities ceased to serve in such capacity at the Effective Time. These departures were not a result of any disagreements with the Paired Entities on any matter relating to their operations, policies or practices. Item 8.01 Other Events. OnJune 15, 2021 , the Board of Directors of the Company declared a special dividend of$1.75 per share of Company Common Stock to holders of record of Company Common Stock as of the close of business onJune 15, 2021 (the " Special Dividend "). The Company paid the Special Dividend onJune 16, 2021 prior to the Effective Time. In connection with the Mergers, Hospitality provided a notice of conditional full redemption onMay 11, 2021 , as amended onJune 7, 2021 , to the holders thereof in respect of all of its outstanding 4.625% Senior Notes due 2027 (the " 2027 Notes "), and provided a notice of full redemption onJune 16, 2021 to the holders thereof of all of its outstanding 5.25% Senior Notes due 2025 (the " 2025 Notes "). OnJune 16, 2021 , (1) all 2027 Notes were redeemed at a redemption price equal to 100% of the principal amount of the 2027 Notes redeemed plus a make-whole premium and accrued interest up to, but not including, the 2027 Redemption Date in accordance with the indenture governing the 2027 Notes and (2) Hospitality irrevocably deposited with the Trustee for the 2025 Notes an amount that will be sufficient to pay and discharge the entire indebtedness on the 2025 Notes not theretofore delivered to the Trustee for cancellation for principal, premium and accrued interest to the date of redemption, which date shall beJuly 16, 2021 in accordance with the indenture governing the 2025 Notes. OnJune 16, 2021 , the Paired Entities issued a press release announcing the completion of the Mergers. The full text of the press release is attached hereto as Exhibit 99.1. Following the consummation of the Mergers, the Company merged with and into Hospitality, with Hospitality continuing as the surviving corporation. -------------------------------------------------------------------------------- Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 99.1 Press Release datedJune 16, 2021 .
--------------------------------------------------------------------------------
© Edgar Online, source