Type 424B5 Xenia Resorts & Resorts,

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PROSPECTUS SUPPLEMENT

(To Prospectus dated August 19, 2020)

Up to $200,000,000

 

Common Stock

 

 

On May 21, 2021, we
entered into Amendment No. 3 to an equity distribution agreement, dated March 2, 2018, as amended by Amendment No. 1 on February 27, 2019, and as further amended by Amendment No. 2 on August 19, 2020 with Wells Fargo
Securities, LLC, Robert W. Baird & Co. Incorporated, Jefferies LLC, KeyBanc Capital Markets Inc. and Raymond James & Associates, Inc., each, an agent, and, collectively, the agents, relating to shares of our common stock, $0.01 par
value per share (“Common Stock”), offered by this prospectus supplement and the accompanying prospectus. In accordance with the terms of the equity distribution agreement (as defined below), we may from time to time offer and sell shares
of our Common Stock having an aggregate gross sales price of up to $200,000,000 through the agents, as our sales agents, or directly to the agents, acting as principals. Prior to Amendment No. 3, we sold $137,413,294 of shares of our Common
Stock under the original equity distribution agreement, as amended by Amendment No. 1 and Amendment No. 2. We entered into Amendment No. 3 to the equity distribution agreement (as amended, and as may be further amended from time to
time, the “equity distribution agreement”) so that, notwithstanding our prior sales, in accordance with the terms of the equity distribution agreement, we may from time to time offer and sell additional shares of our Common Stock having an
aggregate gross sales price of up to $200,000,000 through the agents, as our sales agents, or directly to the agents, acting as principals.

There are
certain restrictions on transfer and ownership of our Common Stock intended to, among other things, preserve our qualification as a real estate investment trust (“REIT”) for federal income tax purposes. See “Restrictions on Ownership
and Transfer” in the accompanying prospectus.

Sales of shares of our Common Stock, if any, under this prospectus supplement and the accompanying
prospectus may be made in sales deemed to be an “at the market offering” as defined in Rule 415 under the Securities Act of 1933, as amended (“Securities Act”), including (1) by means of ordinary brokers’ transactions
on the New York Stock Exchange (“NYSE”), at market prices prevailing at the time of sale, in negotiated transactions or as otherwise agreed by us, the applicable agent and the applicable investor, (2) to or through any market maker or
(3) on or through any other national securities exchange or facility thereof, trading facility of a securities association or national securities exchange, alternative trading system, electronic communication network or other similar market
venue. The agents are not required to sell any specific number or dollar amount of shares of our Common Stock but will use their commercially reasonable efforts as our sales agents and, subject to the terms of the equity distribution agreement, to
sell the shares of our Common Stock offered by this prospectus supplement, as instructed by us.

Each agent will receive from us a commission that will
not exceed, but may be lower than, 2.0% of the gross sales price of shares of our Common Stock sold through it as a sales agent. In connection with the sale of shares of our Common Stock on our behalf, each agent may be deemed to be an
“underwriter” within the meaning of the Securities Act and the compensation paid to each agent may be deemed to be underwriting commissions or discounts. There are not agreements for funds to be received in escrow, trust or similar
relationship. Under the terms of the equity distribution agreement, we may also sell shares of our Common Stock to each of the agents, as principal, at a price agreed upon at the time of sale. If we sell shares of our Common Stock to any agent as
principal, we will enter into a separate terms agreement with the agent, setting forth the terms of such transaction, and we will describe the agreement in a separate prospectus supplement or pricing supplement.

The offering of shares of our Common Stock pursuant to the equity distribution agreement will terminate upon the earlier of (1) the sale of additional
shares of our Common Stock subject to the equity distribution agreement having an aggregate gross sales price of $200,000,000 (excluding shares sold prior to the date of this prospectus supplement) and (2) the termination of the equity
distribution agreement by us or by the agents.

 

 

INVESTING IN OUR COMMON
STOCK INVOLVES RISKS. SEE “RISK FACTORS” BEGINNING ON PAGE S-2 OF THIS PROSPECTUS SUPPLEMENT AND ON PAGE 9 OF THE ACCOMPANYING PROSPECTUS, AS WELL AS THE RISKS
DESCRIBED UNDER THE SECTION ENTITLED “RISK FACTORS” INCLUDED IN OUR MOST RECENT ANNUAL REPORT ON FORM 10-K, SUBSEQUENT QUARTERLY REPORTS ON FORM 10-Q AND OTHER
DOCUMENTS FILED BY US WITH THE SECURITIES AND EXCHANGE COMMISSION (“SEC”), CONCERNING FACTORS YOU SHOULD CONSIDER BEFORE INVESTING IN OUR COMMON STOCK.

Our Common Stock is listed on the NYSE under the symbol “XHR.” On May 20, 2021, the last reported sale price of our Common Stock on the NYSE was
$18.38 per share.

 

 

Neither the SEC nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this
prospectus supplement or the accompanying prospectus. Any representation to the contrary is a criminal offense.

 

 

 

Wells Fargo Securities   Baird   Jefferies
KeyBanc Capital Markets     Raymond James

The date of this prospectus supplement is May 21, 2021.