ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

Hotel Purchase and Sale Agreement

On September 22, 2021, Condor Hospitality Trust, Inc., a Maryland Corporation (the "Company" or "Condor") and B9 Cowboy Mezz A LLC, a Delaware limited liability company and affiliate of Blackstone Real Estate Partners (the "Buyer"), entered into a Hotel Purchase and Sale Agreement (the "Purchase Agreement"). The Purchase Agreement provides that, upon the terms and subject to the conditions set forth therein, the Buyer will acquire Company's portfolio of 15 hotels for a cash purchase price of $305,000,000 (the "Portfolio Sale"). The Portfolio Sale and the other transactions contemplated by the Purchase Agreement were unanimously approved by the Company's board of directors (the "Company Board"). The Buyer will deposit $15,000,000 of the purchase price in escrow (the "Deposit") within one business day of signing the Purchase Agreement.

The Purchase Agreement contains customary representations, warranties and covenants, including, among others, covenants by the Company to in all material respects carry on its business in the ordinary course of business consistent with past practice, subject to certain exceptions, during the period between the execution of the Purchase Agreement and the consummation of the Portfolio Sale.

The consummation of the Portfolio Sale is subject to certain customary closing conditions, including, among others, approval of the Portfolio Sale by the affirmative vote of the holders of at least 50% of the outstanding shares of Company common stock, par value $0.01 per share ("Company Common Shares"), entitled to vote on the matter (the "Company Shareholder Approval"). The Purchase Agreement requires the Company to convene a shareholders' meeting (the "Shareholder Meeting") for purposes of obtaining the Company Shareholder Approval.

The Company has agreed not to solicit or enter into an agreement regarding an Acquisition Proposal (as defined in the Purchase Agreement), and, subject to certain exceptions, is not permitted to enter into discussions or negotiations concerning, or provide non-public information to a third party in connection with, any such Acquisition Proposal. However, the Company may, prior to obtaining the Company Shareholder Approval, engage in discussions or negotiations and provide non-public information to a third party which has made an unsolicited written bona fide Acquisition Proposal if the Company Board determines in good faith, after consultation with outside legal counsel and financial advisors, that such Acquisition Proposal constitutes, or could reasonably be expected to lead to, a Superior Proposal (as defined in the Purchase Agreement).

Prior to obtaining the Company Shareholder Approval, the Company Board may, in certain circumstances, effect a Seller Adverse Recommendation Change (as defined in the Purchase Agreement), subject to complying with specified notice and other conditions set forth in the Purchase Agreement.

The Purchase Agreement may be terminated under certain circumstances by the Company, including prior to obtaining the Company Shareholder Approval and after following certain procedures and adhering to certain restrictions, if the Company concurrently enters into a definitive agreement providing for the implementation of a Superior Proposal and pays a termination fee to the Buyer as described below.

Upon a termination of the Purchase Agreement, under certain circumstances, the Company will be required to pay a termination fee to the Buyer of $5,000,000. In certain other circumstances, the Company may terminate the Purchase Agreement and receive the Deposit from escrow.

The foregoing description of the Purchase Agreement is only a summary, does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreement, which is filed as Exhibit 2.1 hereto, and is incorporated herein by reference. The Purchase Agreement has been attached as an exhibit to provide shareholders with information regarding its terms. It is not intended to provide any other factual or financial information about the Company, the Buyer or any of their respective affiliates or businesses. The representations, warranties, covenants and agreements contained in the Purchase Agreement were made only for the purposes of such agreement and as of specified dates, were solely for the benefit of the parties to such agreement, and may be subject to limitations agreed upon by the contracting parties. The representations and warranties have been qualified by confidential disclosure schedules made for the purposes of allocating contractual risk between the parties to the Purchase Agreement instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Shareholders should not rely on the representations, warranties, covenants and agreements contained in the Purchase Agreement or any descriptions thereof as characterizations of the actual state of facts or condition of the Company, the Buyer or any of their respective affiliates or businesses. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Purchase Agreement, which subsequent information may or may not be fully reflected in the Company's public disclosures. The Purchase Agreement should not be read alone, but should instead be read in conjunction with the other information regarding the Company, the Buyer and their respective affiliates and the transactions contemplated by the Purchase Agreement that will be contained in the proxy statement that the Company will file in connection with the transactions contemplated by the Purchase Agreement, as well as in the other filings that the Company will make with the Securities and Exchange Commission ("SEC"). -------------------------------------------------------------------------------- Voting Agreements

Each of J. William Blackham, Real Estate Strategies L.P., Efanur S.A., Real Estate Investment Group VII L.P., SREP III Flight-Investco, L.P., Stepstone Group Real Estate LP, Stepstone REP II (GP), LLC and Stepstone Group Real Estate Holdings LLC (the "Principal Shareholders"), have entered into a voting agreement with Buyer, dated as of September 22, 2021 (each a "Voting Agreement"), pursuant to which, among other things, each agreed to vote Company Common Shares beneficially owned by them in favor of the Portfolio Sale. The Principal Shareholders collectively hold approximately 60.7% of the outstanding Common Shares. However, upon the occurrence of a Seller Adverse Recommendation Change by the Company Board in compliance with the Purchase Agreement, the aggregate number of shares covered by the voting obligations set forth in the Voting Agreements shall automatically be reduced (on a pro rata basis with each other Principal Stockholder) to the extent necessary so that the aggregate number of Common Shares subject to the Voting Agreements represents no more than 35% of the Common Shares outstanding and entitled to vote.

Each Voting Agreement terminates upon the earlier of (i) the closing of the Portfolio Sale, (ii) such date and time as the Purchase Agreement shall be . . .

Item 5.03. AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR.

Bylaw Amendment

On September 20, 2021, the Company Board adopted an amendment to the Bylaws of the Company by adding Article XII which provides that unless the Company consents in writing to the selection of an alternative forum, the Circuit Court for Baltimore City, Maryland, or, if that Court does not have jurisdiction, the United States District Court for the District of Maryland, Northern Division, shall be the sole and exclusive forum for (a) any derivative action or proceeding brought on behalf of the Company, other than actions arising under federal securities laws, (b) any Internal Corporate Claim, as such term is defined in the Maryland General Corporation Law, or any successor provision thereof, including, without limitation, (i) any action asserting a claim of breach of any duty owed by any director or officer or other employee of the Company to the Company or to the stockholders of the Company or (ii) any action asserting a claim against the Company or any director or officer or other employee of the Company arising pursuant to any provision of the Maryland General Corporation Law, the Charter or these Bylaws, or (c) any other action asserting a claim against the Company or any director or officer or other employee of the Company that is governed by the internal affairs doctrine. None of the foregoing actions, claims or proceedings may be brought in any court sitting outside the State of Maryland unless the Company consents in writing to such court. -------------------------------------------------------------------------------- Additionally, Article XII of the Bylaws provides that unless the Company consents in writing to the selection of an alternative forum, the federal district courts of the United States of America shall, to the fullest extent permitted by law, be the sole and exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933, as amended.

The description of the amendment is qualified in its entirety by reference to the Bylaws of the Company attached to this Current Report as Exhibit 3.1, which includes the amendment to add Article XII.




ITEM 7.01.     REGULATION FD DISCLOSURE.

Press Release

On September 23, 2021, Condor issued a press release announcing the execution of the Purchase Agreement. The full text of the press release is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

The information in Item 7.01 of this report, including the information in the press release attached as Exhibit 99.4 to this report, is furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. Furthermore, the information in Item 7.01 of this report, including the information in the press release attached as Exhibit 99.4 to this report, shall not be deemed to be incorporated by reference in the filings of the registrant under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this report, regardless of any general incorporation language in the filings.




ITEM 9.01.     FINANCIAL STATEMENTS AND EXHIBITS.

(d)        Exhibits.

Exhibit
Number                                    Description

  2.1         Hotel Purchase and Sale Agreement, dated as of September 22, 2021,
              by and between, Condor Hospitality Trust, Inc. and B9 Cowboy Mezz A
              LLC.

  2.2         Plan of Liquidation

  3.1         Bylaws of Condor Hospitality Trust, Inc.

  99.1        Form of Voting Agreement

  99.2        Press Release, dated September 23, 2021

104           Cover Page Interactive Data File (embedded with the Inline XBRL
              document)

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