Amendment No. 1 to Equity Distribution Agreement, dated February 25, 2025, by and among the Company, Jefferies LLC, B. Riley Securities, Inc., Robert W. Baird & Co. Incorporated, BMO Capital Markets Corp., BofA Securities, Inc., BTIG, LLC, KeyBanc Capital Markets Inc., Regions Securities LLC, SMBC Nikko Securities America, Inc., Scotia Capital (USA) Inc., Truist Securities, Inc. and Wells Fargo Securities, LLC
Exhibit 1.1
Apple Hospitality REIT, Inc.
(a Virginia corporation)
Common Shares
(No Par Value Per Share)
AMENDMENT NO. 1 TO EQUITY DISTRIBUTION AGREEMENT
February 25, 2025
Jefferies LLC 520 Madison Avenue New York, New York 10022 | KeyBanc Capital Markets Inc. 127 Public Square, 7th Floor Cleveland, Ohio 44114 | |
B. Riley Securities, Inc. 299 Park Ave., 21st Floor New York, New York 10171 | Regions Securities LLC 615 South College Street, Suite 600 Charlotte, North Carolina 28202 | |
Robert W. Baird & Co. Incorporated 777 E. Wisconsin Avenue Milwaukee, Wisconsin 53202 | SMBC Nikko Securities America, Inc. 277 Park Avenue, 5th Floor New York, New York 10172 | |
BMO Capital Markets Corp. 151 W 42nd Street, 32nd Floor New York, New York 10036 | Scotia Capital (USA) Inc. 250 Vesey Street, 24th Floor New York, New York 10281 | |
BofA Securities, Inc. One Bryant Park New York, New York 10036 | Truist Securities, Inc. 50 Hudson Yards, 70th Floor New York, New York 10001 | |
BTIG, LLC 65 East 55th Street New York, New York 10022 | Wells Fargo Securities, LLC 500 West 33rd Street, 14th Floor New York, New York 10001 |
Ladies and Gentlemen:
Reference is made to that certain Equity Distribution Agreement, dated February 23, 2024 (the Agreement), by and among Apple Hospitality REIT, Inc., a Virginia corporation (the Company), and Jefferies LLC, B. Riley Securities, Inc., Robert W. Baird & Co. Incorporated, BMO Capital Markets Corp., BofA Securities, Inc., BTIG, LLC, KeyBanc Capital Markets Inc., Regions Securities LLC, SMBC Nikko Securities America, Inc., Scotia Capital (USA) Inc., Truist Securities, Inc. and Wells Fargo Securities, LLC (each an Agent and collectively, the Agents, and, together with the Company, the Parties). On February 25, 2025, the Company filed with the Securities and Exchange Commission (the Commission) a registration statement on Form S-3 (File No. 333-285184) (the Registration Statement), in respect of certain of the Companys securities, in connection with the expiration of the Companys registration statement on Form S-3 (File No. 333-262915) (the Expiring Registration Statement). The Parties wish to amend the Agreement to reference the Registration Statement instead of the Expiring Registration Statement (this Amendment) and make certain other amendments as set forth herein. The Parties therefore hereby agree as follows:
1. Commission File Number. The Agreement is hereby amended so that the reference to the Commission file number of the registration statement on Form S-3 filed by the Company with the Commission shall be file number 333-285184.
2. Effective Date. The Agreement is hereby amended to reflect that the effective date of the Registration Statement is February 25, 2025.
3. Limitations on Agents. Section 6(f) of the Agreement is amended and restated in its entirety as follows:
(f) Limitation on Agents. The Company agrees that any offer to sell, any solicitation of an offer to buy or any sales of Securities shall only be effected by or through only one of the Agents on any single given day (subject to the exceptions in Section 7(j)); provided, however, that such prohibition on the instruction of more than one Agent on any Trading Day shall not apply to or prohibit the appointment of a second Agent (the Second Agent), so long as the Second Agent is only executing a block sale transaction after 4:00 p.m. New York City time on such Trading Day (such block sale transaction, an After Hours Block Transaction). In addition, following the consummation of any After Hours Block Transaction, the Company shall provide written notice (which may be by facsimile or email) of the occurrence of the After Hours Block Transaction, the amount of Securities sold in such After Hours Block Transaction, and the price at which Securities were sold in such After Hours Block Transaction by 8:00 a.m. New York City time the immediately following Trading Day to the Agent through whom sales of Securities will be made on such Trading Day if such Agent is not the same Agent that consummated such After Hours Block Transaction; provided, however, that if the Company does not intend to sell any Securities on the Trading Day following any After Hours Block Transaction, such notice is not required.
4. Notice Information. Section 14 of the Agreement is amended and restated in its entirety as follows:
SECTION 14. Notices. Except as otherwise provided in this Agreement, all notices and other communications hereunder shall be in writing and, unless otherwise specified, shall be mailed, hand delivered or transmitted by any standard form of telecommunication (i) if to the Company, at the office of the Company, 814 East Main Street, Richmond Virginia 23219, Attention: Elizabeth S. Perkins, Email: ***@*** and Matthew Rash, Email: ***@*** with a copy, which shall not constitute notice, to Hogan Lovells US LLP, Columbia Square, 555 Thirteenth Street NW, Washington, DC 20004, Attention: Paul D. Manca, Email: ***@*** and Tifarah R. Allen, Email: ***@*** or (ii) if to the Agents, at the offices of: B. Riley Securities, Inc., 299 Park Avenue, 21st Floor, New York, New York, 10171, Attention: General Counsel, Telephone ###-###-####, Email: ***@***; Robert W. Baird & Co. Incorporated, 777 E. Wisconsin Avenue, Milwaukee, Wisconsin 53202, Attention: Syndicate Department, fax no.: (414) 298-7474, with a copy to the Legal Department, Email: ***@***; BMO Capital Markets Corp., 151 W 42nd Street, 32nd Floor, New York, NY 10036, Attention: Equity Syndicate Department, with a copy to the Legal Department at the same address; BofA Securities, Inc., One Bryant Park New York, New York 10036, Attention: Syndicate Department, Email: ***@***, with a copy to ECM Legal, Email: ***@***; BTIG, LLC, 65 East 55th Street, New York, New York 10022, Attention ATM Trading Desk, Email: ***@***, Legal, Email: ***@***, Compliance, Email: ***@***; Jefferies Group LLC, 520 Madison Avenue, New York, New York 10022, Attn: General Counsel; KeyBanc Capital Markets Inc., 127 Public Square, 7th Floor, Cleveland, Ohio 44114, Attention: Jaryd Banach, Michael Jones, John Salisbury, Nathan Flowers, Email: ***@***; ***@***; ***@***; ***@***, tel: 216 ###-###-####; Regions Securities LLC, 615 South College Street, Suite 600 Charlotte, North Carolina 28202, Attention: ECM Desk, Email: ***@***; ***@***; ***@***; ***@***; ***@***; SMBC Nikko Securities America, Inc., 277 Park Avenue, 5th Floor New York, New York 10172, Attention: ***@***; Scotia Capital (USA) Inc., 250 Vesey Street, 24th Floor, New York, New York 10281, Attention: Equity Capital Markets / Chief Legal Officer, U.S., Email: ***@***, ***@***, fax no.: (212) 225-6653; Truist Securities, Inc., 50 Hudson Yards, 70th Floor, New York, New York 10001, Attention: Equity Capital Markets; Wells Fargo Securities, LLC, 500 West 33rd Street, New York, New York 10001, Attention: Equity Syndicate Department (fax no: (212) 214-5918); and in each case with a copy, which shall not constitute notice, to Morrison & Foerster LLP, 2100 L St. NW, Suite 900, Washington, DC 20037, Attention: Justin R. Salon, Email: ***@***.
5. Exhibit B. Exhibit B to the Agreement is replaced by Exhibit B attached hereto, and any references to Exhibit B in the Agreement shall refer to Exhibit B attached hereto.
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6. Governing Law. This Amendment and all the rights and obligations of the Parties shall be governed by and construed in accordance with the laws of the State of New York.
7. Counterparts. This Amendment may be signed in counterparts (which may include counterparts delivered by any standard form of telecommunication), each of which shall be an original and all of which together shall constitute one and the same instrument.
8. Agreement Remains in Effect. Except as provided herein, all provisions, terms and conditions of the Agreement shall remain in full force and effect. As amended hereby, the Agreement is ratified and confirmed in all respects.
9. Terms used herein but not otherwise defined are used herein as defined in the Agreement.
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If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof; whereupon this instrument, along with all counterparts, will become a binding agreement among the Agents and the Company in accordance with its terms.
Very truly yours, | ||
APPLE HOSPITALITY REIT, INC. | ||
By: | /s/ Elizabeth S. Perkins | |
Name: Elizabeth S. Perkins | ||
Title: Senior Vice President and Chief Financial Officer |
[Equity Distribution Agreement Amendment No. 1 Signature Page]
The foregoing Amendment No. 1 to the Agreement is hereby confirmed and accepted as of the date first written above.
JEFFERIES LLC | ||
By: | /s/ Michael Bluhm | |
Name: Michael Bluhm | ||
Title: Managing Director; Global Head of REGAL | ||
B. RILEY SECURITIES, INC. | ||
By: | /s/ Matthew Feinberg | |
Name: Matthew Feinberg | ||
Title: Sr. Managing Director | ||
ROBERT W. BAIRD & CO. INCORPORATED | ||
By: | /s/ Sandy Walter | |
Name: Sandy Walter | ||
Title: Managing Director | ||
BMO CAPITAL MARKETS CORP. | ||
By: | /s/ Eric Benedict | |
Name: Eric Benedict | ||
Title: Co-Head, Global Equity Capital Markets | ||
BOFA SECURITIES, INC. | ||
By: | /s/ Chris Djoganopoulos | |
Name: Chris Djoganopoulos | ||
Title: Managing Director | ||
BTIG, LLC | ||
By: | /s/ Michael Passaro | |
Name: Michael Passaro | ||
Title: Managing Director | ||
KEYBANC CAPITAL MARKETS INC. | ||
By: | /s/ Jaryd Banach | |
Name: Jaryd Banach | ||
Title: Managing Director; Head of REGAL ECM |
[Equity Distribution Agreement Amendment No. 1 Signature Page]
REGIONS SECURITIES LLC | ||
By: | /s/ Edward L. Armstrong | |
Name: Edward L. Armstrong | ||
Title: Managing Director, Equity Capital Markets | ||
SMBC NIKKO SECURITIES AMERICA, INC. | ||
By: | /s/ Michelle Petropoulos | |
Name: Michelle Petropoulos | ||
Title: Managing Director | ||
SCOTIA CAPITAL (USA) INC. | ||
By: | /s/ Tim Mann | |
Name: Tim Mann | ||
Title: Managing Director | ||
TRUIST SECURITIES, INC. | ||
By: | /s/ Geoff Fennel | |
Name: Geoff Fennel | ||
Title: Director | ||
WELLS FARGO SECURITIES, LLC | ||
By: | /s/ Rohit Mehta | |
Name: Rohit Mehta | ||
Title: Managing Director |
[Equity Distribution Agreement Amendment No. 1 Signature Page]
Exhibit B
Authorized Individuals for Placement Notes and Acceptances
Apple Hospitality REIT, Inc.:
Justin Knight
Email:
Elizabeth S. Perkins
Email:
Rachel S. Labrecque
Email:
Matthew Rash
Email:
Jefferies LLC
Donald Lynaugh
Email:
Michael Magarro
Email:
B. Riley Securities, Inc.
Joe Nardini
Email:
Scott Ammaturo
Email:
Keith Pompliano
Email:
Robert W. Baird & Co. Incorporated
Barbara Nelson
Email:
Sandy Walter
Email:
Matt Gailey
Email:
BMO Capital Markets Corp.
Eric Benedict
Email:
Eileen Connors
Email:
Will Dockery
Email:
BofA Securities, Inc.
Christine Roemer
Email:
BTIG, LLC
Jairo McCoy
Email:
Brenna Cummings
Email:
Carrie Taylor
Email:
With a copy to:
KeyBanc Capital Markets Inc.
Jaryd Banach
Email:
Mike Jones
Email:
John Salisbury
Email:
Nathan Flowers
Email:
Regions Securities LLC
Brit Stephens
Email:
Ed Armstrong
Email:
Matthew Stewart
Email:
Scott Williams
Email:
SMBC Nikko Securities America, Inc.
Erin Curtiss
Email:
Michelle Petropoulos
Email:
Scotia Capital (USA) Inc.
William See
Email:
Tim Mann
Email:
Pamela Kazer
Email:
Truist Securities, Inc.
Keith Carpenter
Email:
Geoff Fennel
Email:
Wells Fargo Securities, LLC
Rohit Mehta
Email:
Nick Gorman
Email:
Jennifer Lynch
Email:
Fernando Escano
Email:
Josie Callanan
Email: