Edgar Filing: Red Lion Hotels CORP

RED LION HOTELS CORPORATION

Dated: April 23, 2015

/s/ Thomas L. McKeirnan

Thomas L. McKeirnan

Executive Vice President,

General Counsel and Secretary

Form 8-K

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

Current Report

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

April 23, 2015 (April 23, 2015)

Date of Report (Date of earliest event reported)

RED LION HOTELS CORPORATION

(Exact Name of Registrant as Specified in Charter)


Washington	001-13957	91-1032187
(State or Other Jurisdiction	(Commission	(I.R.S. Employer
of Incorporation)	file number)	Identification No.)

201 W. North River Drive

Suite 100

Spokane, Washington 99201

(Address of Principal Executive Offices, Zip Code)

(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:

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

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

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

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

Item 1.01

Entry into a Material Definitive Agreement

On April 23, 2015, the registrant signed a definitive agreement with GuestHouse International L.L.C. (“GuestHouse”) under which the registrant has agreed, subject to the conditions set forth in the agreement, to acquire certain assets of GuestHouse consisting principally of hotel franchise agreements and related intellectual property. GuestHouse currently has 73 hotels franchised under its GuestHouse International and Settle Inn & Suites brands, all of which would be acquired under the agreement.

The transaction is expected to close on or about April 30, 2015. At the closing, the registrant will pay GuestHouse $8.5 million for the acquired assets. The registrant may pay GuestHouse up to an additional $1.5 million for the assets dependent upon the number of franchises retained for a period of six months following the closing.

A copy of the April 23, 2015 press release announcing the transaction is included as Exhibit 99.1 to this report.

Item 9.01

Financial Statements and Exhibits.

(d)

Exhibits


Exhibit No.		Exhibit

99.1		Press Release dated April 23, 2015

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.