Filing Details

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549  

SCHEDULE 13D/A

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN

STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND

AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)

Under the Securities Exchange Act of 1934

(Amendment No. 9)*  

Condor Hospitality Trust, Inc. (CDOR)

(Name of Issuer)

Common Stock

(Title of Class of Securities)

20676Y403

(CUSIP Number)

 

Saúl Zang

Juan Manuel Quintana

Carolina Zang

Pablo Vergara del Carril

Zang, Bergel y Viñes Abogados

Florida 537, 18th Floor C1005AAK

Buenos Aires, Argentina

+54(11) 4322-0033

+54 (11) 5166-7000

(Name, Address and Telephone Number of Person authorized to Receive Notices and Communications)

November 18, 2020

(Date of Event which Requires Filing of this Statement)  

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box.  ☐ 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to who copies are to be sent.

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).  

__________________________________________________________________________________

Explanatory Note

This Amendment is being filed to report voting agreements with respect to securities of Condor Hospitality Trust, Inc., a Maryland corporation (“Condor”), beneficially owned by certain of the Reporting Persons.  The voting agreements are not purchases or sales of securities of Condor and have no effect on the overall number of securities of Condor beneficially owned in the aggregate by the Reporting Persons.

This Amendment No. 9 amends and supplements the statement on Schedule 13D (the “Statement”) originally filed with the Securities and Exchange Commission on February 13, 2012, and as amended on February 17, 2012, and as amended on June 18, 2014 and as amended on March 23, 2016, and as amended on January 27, 2017, and as amended on February 28, 2017, and as amended on April 7, 2017, and as amended on July 3, 2018, and as amended on July 26, 2019, jointly by Mr. Eduardo S. Elsztain (“Elsztain”), Consultores Assets Management S.A. (“CAM”), Consultores Venture Capital Uruguay S.A. (“CVC Uruguay”), Agroinvestment S.A. (“Agroinvestment”), Consultores Venture Capital Ltd. (“CVC Cayman”), IFIS Limited (“IFIS”), Inversiones Financieras del Sur S.A. (“IFISA”), Cresud Sociedad Anónima Comercial, Inmobiliaria, Financiera y Agropecuaria (“Cresud”), Helmir S.A. (Helmir), IRSA Inversiones y Representaciones Sociedad Anónima (“IRSA”), Tyrus S.A. (“Tyrus”), Jiwin S.A. (“Jiwin”), Efanur SA (“Efanur”) and Real Estate Strategies L.P. (“RES” and together with Elsztain, CAM, CVC Uruguay, Agroinvestment, CVC Cayman, IFIS, IFISA, Cresud, IRSA, Tyrus, Jiwin, EMP, Efanur and Real Estate Investment Group VII, L.P. (“REIG VII”), which is joining as a reporting person on this Statement, the “Reporting Persons”) relating to the common stock, par value $0.01 per share (the “Common Stock”) of Condor Hospitality Trust, Inc., a Maryland corporation (“Condor”) beneficially owned by the Reporting Persons. Unless otherwise indicated, each capitalized term used but not defined herein shall have the meaning assigned to such term in the Statement. From and after the date hereof, all references in the Statement to the Statement or terms of similar import shall be deemed to refer to the Statement as amended and supplemented hereby. Information regarding the ownership of Common Stock set forth herein is as of the close of business on November 18, 2020. The address of the principal executive offices of Condor is 1800 W. Pasewalk Avenue, Suite 120, Norfolk, Nebraska 68701.

(d) None of the Reporting Persons nor, to their knowledge, any person named in Schedule A hereto, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) within the last five years.

(e) During the last five years, none of the Reporting Persons nor, to their knowledge, any person named in Schedule A hereto, has been a party to any civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which any such person was or is 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 any violation of such laws.

Item 4 of the Schedule 13D is hereby amended and supplemented to include the following:

IRSA Convertible Promissory Note and Voting Agreement

On November 18, 2020, the Issuer entered into Convertible Promissory Note and Loan Agreement with Efanur providing for the loan by Efanur to the Issuer the aggregate principal amount of $2,779,557 (the “Note”). The Note matures upon the earliest to occur of (a) the closing of a Rights Offering (as defined below) or a Non-Rights Offering Conversion (as defined below) in an amount equal to the outstanding principal balance of the Note, (b) the acceleration of the Note on or after the occurrence of an Event of Default (as defined in the Note) and (c) January 2, 2023.

Pursuant to the Note, subject to receipt of Shareholder Approval or a Board Decision (each term as defined in the Note), Efanur may elect to convert the principal due under the Note into Common Stock of the Issuer in connection with any future rights offering commenced by the Issuer for up to 4,000,000 shares of Common Stock at a price of $2.50 per share (a “Rights Offering”).  Further, if any amounts remain unpaid on the Note after May 31, 2021 (or, if earlier, the termination, rescission or rejection of the Rights Offering), subject to receipt of Shareholder Approval or a Board Decision, Efanur may elect to convert the principal due under the Note into 1,111,823 shares of Common Stock at a price of $2.50 per share (a “Non-Rights Offering Conversion”).

In connection with the entry into of the Note, on November 18, 2020, the Issuer entered into a voting agreement (the “Voting Agreement”) with RES, REIG VII and Efanur. Pursuant to the Voting Agreement, each of RES, REIG VII and Efanur committed to vote their voting securities in the Issuer at a special meeting of shareholders to approve the issuance of the common stock, and any change of control that could result from the issuance of the common stock, in a Rights Offering or a Non-Rights Offering Conversion.

The foregoing descriptions of the Note and the Voting Agreement do not purport to be complete and are qualified in its entirety by reference to the full text of the Note and the Voting Agreement, copies of which are attached hereto as Exhibit 99.4 and 99.5, respectively, and are incorporated herein by reference.

StepStone Convertible Promissory Note and Voting Agreement

On November 18, 2020 the Issuer also entered into a separate (a) Convertible Promissory and Loan Agreement (the “StepStone Note”) in favor of SREP III Flight-Investco 2, L.P., an affiliate of StepStone Group Real Estate, L.P., for $7,220,443, pursuant to which, subject to satisfaction of certain conditions, SREP III Flight-Investco 2, L.P. may elect to convert the principal due under the StepStone Note into 2,888,178 shares of Common Stock at a price of $2.50 per share and (b) Voting Agreement (the “StepStone Voting Agreement”) with the SREP III Flight –Investco, L.P., SREP III Flight – Investco 2, L.P., StepStone REP III (GP), LLC and StepStone Group Real Estate, LP (collectively, the “StepStone Shareholders”) pursuant to which each of the StepStone Shareholders committed to vote their voting securities in the Issuer at a special meeting of shareholders to approve the issuance of the common stock, and any change of control that could result from the issuance of the common stock, in a Rights Offering or a Non-Rights Offering Conversion.

The StepStone Note and StepStone Voting Agreement were filed as Exhibits 10.4 and 10.6, respectively, to Issuer’s Current Report on Form 8-K filed with the SEC on November 19, 2020. None of the Reporting Persons is party to the StepStone Note nor the StepStone Voting Agreement and such documents are not incorporated by reference herein.

The information contained in rows 7, 8, 9, 10, 11, 12 and 13 on each of the cover pages of this Amendment No. 9 is incorporated by reference in its entirety into this Item 5.

The Reporting Persons beneficially own, in the aggregate, 3,787,166 shares of Common Stock consisting of (i) 3,337,612 shares of Common Stock, (ii) 97,269 shares of Common Stock issuable on conversion of a convertible promissory note in $1,011,599 principal amount, at a conversion price of $10.40 per share of Common Stock and (iii) 352,285 shares of Common Stock which would be received upon the conversion of 487,738 shares of Series E Stock beneficially owned by the Reporting Persons which are convertible by the holders.

 

 

 

 

 

 

 

 

 

 

Given the foregoing, as of November 18, 2020, the Reporting Persons may be deemed to be currently the beneficial owners of 3,787,166 shares of Common Stock, representing approximately 30.4% of the voting stock of Condor.

Item 6 is amended to add the following:

Reference is made to the Note and the Voting Agreement defined and described in Item 4.

Copies of the Note and the Voting Agreement are filed as Exhibit 99.4 and Exhibit 99.5 hereto. The descriptions of the Note and the Voting Agreement included in this Schedule 13D/A are qualified in its entirety by reference to the filed exhibits.

Exhibit 99.4 Convertible Promissory Note and Loan Agreement, dated as of November 18, 2020, among the Issuer and Enafur.

Exhibit 99.5 Voting Agreement, dated as of November 18, 2020, among the Issuer and RES, REIG VII and Efanur.

Schedule A

Eduardo S. Elsztain

Bolívar 108, 1st floor

(1066) Buenos Aires

Republic of Argentina

Citizen of Argentina

Directors of IFIS Limited

 

Directors of Consultores Venture Capital Uruguay S.A.

 

Directors of Consultores Assets Management S.A.

 

 

Directors of Consultores Venture Capital Limited

 

Directors of Inversiones Financieras del Sur S.A.

 

Directors of Agroinvestment S.A.

 

Directors and Executive Officers of

Cresud Sociedad Anónima Comercial, Inmobiliaria, Financiera y Agropecuaria

Directors

 

CUSIP No. 20676Y403

Page 24 of 29

5.		Jorge Oscar Fernández Director Moreno 877, 23rd floor (C1091AAQ) Buenos Aires Republic of Argentina Citizen of Argentina		13.		Enrique Antonini Alternate Director Moreno 877, 23rd floor (C1091AAQ) Buenos Aires Republic of Argentina Citizen of Argentina
6.		Fernando Adrián Elsztain Director Moreno 877, 23rd floor (C1091AAQ) Buenos Aires Republic of Argentina Citizen of Argentina		14.		Eduardo Kalpakian Alternate Director Moreno 877, 23rd floor (C1091AAQ) Buenos Aires Republic of Argentina Citizen of Argentina
7.		Pedro Damaso Labaqui Palácio Director Moreno 877, 23rd floor (C1091AAQ) Buenos Aires Republic of Argentina Citizen of Argentina

1.		Alejandro Gustavo Elsztain Chief Executive Officer Moreno 877, 23rd floor (C1091AAQ) Buenos Aires Republic of Argentina Citizen of Argentina		3.		Carlos Blousson General Manager for Argentina & Bolivia Operations Moreno 877, 23rd floor (C1091AAQ) Buenos Aires Republic of Argentina Citizen of Argentina
2.		Matías Iván Gaivironsky Chief Financial Officer Moreno 877, 23rd floor (C1091AAQ) Buenos Aires Republic of Argentina Citizen of Argentina

 

Directors and Executive Officers of

IRSA Inversiones y Representaciones Sociedad Anónima

Directors

 

Senior Management

 

Tyrus S.A.

Jiwin S.A.

 

Efanur S.A.

 

Directors of Helmir S.A.

Directors of Elsztain Managing partners Ltd.

SIGNATURE

After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this Statement on Schedule 13D is true, complete and correct.

DATED: December 9, 2020