NHT Operating Partnership, LLC entered into definitive agreement to acquire Condor Hospitality Trust, Inc. (AMEX:CDOR) from Efanur S.A., StepStone Real Estate, Real Estate Strategies L.P., Real Estate Investment Group VII L.P. and others for approximately $130 million on July 19, 2019. Under the terms of agreement, NHT Operating Partnership will acquire all of the outstanding equity interests of Condor and its operating partnership Condor Hospitality Limited Partnership. The total consideration payable pursuant to the transaction is approximately $318 million, which will be satisfied by a combination of cash and debt, including the assumption of certain debt. Upon closing of the transaction, holders of common stock of Condor would receive $11.1, without interest thereon, per share, holders of 6.25% Series E Preferred Stock of Condor will be automatically cancelled and converted into the right to receive an amount in cash equal to $10 per share and limited partners of Condor’s operating partnership, Condor Hospitality Limited Partnership (“Condor OP”), would receive $0.21346 per Condor OP partnership interest. Pursuant to the terms and conditions in the agreement, immediately prior to the Condor’s merger effective time, each of the outstanding awards granted pursuant to Condor’s equity incentive plans will automatically become fully vested and all restrictions thereon will lapse, and thereafter, all Condor’s common shares represented thereby will be considered outstanding for all purposes under the agreement and will only have the right to receive an amount in cash equal to Condor’s merger consideration, without interest. NHT Operating Partnership has entered into an equity commitment letter with NexPoint Advisors, L.P. pursuant to which NexPoint has agreed to fund up to $308.2 million of equity financing for the purchase price payable under the agreement. In addition to the equity financing, NHT Operating Partnership will assume approximately $8.65 million of in-place property level mortgage financing and expects to obtain secured financing to finance a portion of the purchase price and refinance certain debt of Condor. As of September 13, 2019, KeyBank National Association entered into a commitment letter with NHT Operating Partnership to provide an approximately $181.26 million senior secured term loan facility. Accordingly, the amount set forth in the equity commitment letter delivered by NHT Operating Partnership in connection with the merger agreement is automatically and irrevocably reduced from $308.2 million to $126.94 million. In the event of termination of agreement by Condor, NHT Operating Partnership will be entitled to receive a termination fee of $9.5 million. In the event of termination of agreement by NHT, Condor will be entitled to receive a termination fee of $11.9 million. Upon completion, Condor’s common stock will be delisted from the NYSE American stock exchange. As of February 21, 2020, NHT Operating Partnership has deposited an additional $2 million of escrowed funds, to be used to fund, as applicable, a portion of the merger consideration or the termination fee. NHT will continue to be managed externally by NexPoint Real Estate Advisors VI, L.P. and all existing executive officers and Trustees of NHT will continue to lead the combined entity. Senior managers and board members of Condor will resign effective at the consummation of the transaction. The transaction is subject to certain customary closing conditions, including, among others, approval of Condor’s merger and the other transactions contemplated by the merger agreement by the affirmative vote of the holders of at least 50% of the outstanding Condor’s common shares entitled to vote on the matter and 75% of the outstanding series E preferred shares entitled to vote on the matter, voting as separate classes, NHT Operating Partnership shall have received at the closing a certificate signed on behalf of Condor’s by the Chief Executive Officer or the Chief Financial Officer of the company certifying that the conditions set forth have been satisfied, approval of Board of Directors of Condor, NHT Operating Partnership shall have received a tax opinion of McGrath North Mullin & Kratz, PC LLO, in form and substance reasonably acceptable, Condor shall have received all consents and waivers from third parties, Condor having delivered to NHT Operating Partnership a duly executed certificate, dated as of the closing date, that the company has been a "domestically controlled qualified investment entity", NHT Operating Partnership having received the payoff letters relating to any indebtedness of the acquired companies that has been designated by NHT Operating Partnership, in its sole discretion, to be paid off at or prior to closing and evidence of termination of any liens securing such indebtedness, no acquired companies shall have entered into any contract or otherwise agreed to pay or incurred liability with respect to any severance or other termination benefits, resignations executed by each of the officers, Directors, trustees or equivalents of the acquired companies in office immediately prior to the effective time and Condor having received at the closing a certificate signed on behalf of NHT Operating Partnership by an executive officer of NHT Operating Partnership certifying that the conditions set forth have been satisfied. The transaction is not contingent on receipt of financing. The special meeting of the shareholders of Condor to vote on the transaction will be held to be held on September 23, 2019. Real Estate Strategies L.P., Efanur S.A., Real Estate Investment Group VII L.P. and SREP III Flight- Investco, L.P., have each entered into a voting agreement with NHT Operating Partnership, dated as of July 19, 2019, pursuant to which each agreed to vote Condor’s common shares and company series E preferred shares beneficially owned by them in favor of the Condor’s merger. The shareholders hold approximately 53% of the outstanding common shares and 100% of series E preferred shares. The transaction has been unanimously approved by Condor’s Board of Directors. As of September 23, 2019, shareholders of Condor approved the transaction. The transaction is expected to close in the fourth quarter of 2019. As of November 25, 2019, the closing of the merger is expected to occur on or before December 31, 2019. As of December 17, 2019, the transaction is expected to close on January 31, 2020. As of January 30, 2020, the transaction is expected to be completed by February 28, 2020; subject to further extension by the parent parties to March 16, 2020. As of February 21, 2020, the transaction is expected to close on March 16, 2020. As of March 15, 2020, the closing date was extended from March 16, 2020 to March 23, 2020. As of March 25, 2020, the merger did not take take place and further extended. The transaction is accretive to earnings and the purchase price implies discount to net asset value and is favorable to existing minority shareholders. Charlie T. Haag, Justin S. Reinus, Andrew D. Betaque, Dennis J. Kelly, Steve Flores and Jeffrey M. Smith of Winston & Strawn LLP acted as legal advisors to NHT Operating Partnership. Guy Lawson of McGrath North Mullin & Kratz, PC LLO acted as legal advisor to Condor. KeyBanc Capital Markets Inc. acted as financial advisor and fairness opinion provider to Condor. Goodmans LLP acted as legal advisor to NHT Operating Partnership. James Dougherty of Jones Day is advising KeyBanc Capital Markets, Inc. In connection with KeyBanc’s services as the financial advisor to the board of directors of Condor, KeyBanc will be paid an aggregate fee of approximately $2.3 million, $0.5 million of which was payable upon KeyBanc’s delivery of its opinion, and the remaining portion of which is payable upon, and subject to, consummation of the merger. NHT Operating Partnership, LLC cancelled the acquisition of Condor Hospitality Trust, Inc. (AMEX:CDOR) from Efanur S.A., StepStone Real Estate, Real Estate Strategies L.P., Real Estate Investment Group VII L.P. and others on September 18, 2020. The merger agreement is terminated due to failure of NHT Operating Partnership to consummate the acquisition of the Condor Hospitality and for material breaches of the merger agreement by NHT Operating Partnership and its affiliates. Pursuant to the merger agreement, Condor is entitled to receive a termination fee of $11.925 million within 5 business days of its termination of the merger agreement.