FORM S-4 REGISTRATION STATEMENT Apple Hospitality REIT, Inc

APLE S-4 POS 9/1/2016
Section 1: S-4 POS (S-4 POS)
As filed with the Securities and Exchange Commission on September 1, 2016
Registration No. 333-211564
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Apple Hospitality REIT, Inc.
(Exact name of registrant as specified in its charter)
Virginia
(State or other jurisdiction of incorporation
or organization)
6798
(Primary Standard Industrial Classification
Code Number)
26-1379210
(I.R.S. Employer
Identification Number)
814 East Main Street
Richmond, Virginia 23219
(804) 344-8121
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Justin G. Knight
President and Chief Executive Officer
Apple Hospitality REIT, Inc.
814 East Main Street
Richmond, Virginia 23219
(804) 344-8121
(Name, address, including zip code, and telephone number, including area code, of agent for service)
With copies to:
Paul D. Manca
David W. Robertson
Hogan Lovells US LLP
Columbia Square
555 Thirteenth Street, N.W.
Washington, DC 20004
(202) 637-5600
McGuireWoods LLP
Gateway Plaza
800 East Canal Plaza
Richmond, Virginia 23219
(804) 775-1000
Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this Registration Statement is
declared effective and all other conditions to closing of the merger described herein have been satisfied or waived.
If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance
with General Instruction G, check the following box. ☐
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list
the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration statement for the same offering. ☒
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.
See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
☒
Accelerated filer
☐
Non-accelerated filer
☐(Do not check if a smaller reporting company)
Smaller reporting company
☐
If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:
Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ☐
Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) ☐
EXPLANATORY NOTE
This Post-effective Amendment No. 1 to Apple Hospitality REIT, Inc.’s Registration Statement on Form S-4 (Registration No. 333-211564)
originally filed with the Securities and Exchange Commission on May 24, 2016, as amended by Amendment No. 1 filed June 29, 2016, and
Amendment No. 2 filed July 13, 2016, is being filed for the sole purpose of amending the exhibit index to include Exhibit Nos. 8.1 and 23.4 filed
herewith.
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
Item 20. Indemnification of Directors and Officers
Apple Hospitality REIT, Inc.’s (“Apple Hospitality”) articles of incorporation provide for the limitation or elimination of liability of Apple
Hospitality’ directors and officers to Apple Hospitality or Apple Hospitality’s shareholders to the same extent permitted by the Virginia Stock
Corporation Act.
The Virginia Stock Corporation Act permits, and Apple Hospitality’s articles of incorporation require, to the fullest extent permitted by
Virginia law, that Apple Hospitality indemnify its officers and directors in a variety of circumstances, which may include indemnification for
liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Under Sections 13.1-697 and 13.1-702 of the Virginia Stock
Corporation Act, a Virginia corporation generally is authorized to indemnify its directors and officers in civil and criminal actions if such officer or
director acted in good faith and believed, in the case of conduct in his or her official capacity with the corporation, that his conduct was in the best
interests of the corporation or in all other cases, that his conduct was at least not opposed to its best interests, and, in the case of any criminal
proceeding, he had no reasonable cause to believe that his conduct was unlawful. The Virginia Stock Corporation Act requires such
indemnification, unless limited by a corporation’s articles of incorporation, when a director or officer entirely prevails in the defense of any
proceeding to which he was a party because he is or was a director or officer of the corporation.
Apple Hospitality’s articles of incorporation provide that Apple Hospitality must indemnify any individual who is, was or is threatened to
be made a party to a civil, criminal, administrative, investigative or other proceeding (including a proceeding by or in the right of Apple Hospitality
or by or on behalf of Apple Hospitality’s shareholders) because such individual is or was a director or officer of Apple Hospitality or of any legal
entity controlled by Apple Hospitality, or is or was a fiduciary of any employee benefit plan established at the direction of Apple Hospitality,
against all liabilities and reasonable expenses incurred by such individual on account of the proceeding, provided that Apple Hospitality
(excluding the indemnified party) determines in good faith that such individual’s course of conduct that caused the loss or liability was in the best
interests of Apple Hospitality, and provided further that such liabilities and expenses were not incurred because of such individual’s willful
misconduct, bad faith, reckless disregard of duties or knowing violation of the criminal law. Before any indemnification is paid, a determination
must be made that indemnification is permissible in the circumstances because the individual seeking indemnification is eligible for indemnification
and has met the standard of conduct set forth above. Such determination must be made in the manner provided by Virginia law for determining that
indemnification of a director is permissible; provided, however, that if a majority of Apple Hospitality’s directors has changed after the date of the
alleged conduct giving rise to a claim for indemnification, the determination that indemnification is permissible must, at the option of the individual
claiming indemnification, be made by special legal counsel agreed upon by the Apple Hospitality board and such individual.
Unless a determination has been made that indemnification is not permissible, Apple Hospitality must make advances and reimbursement
for expenses incurred by any individual named above upon receipt of an undertaking from such individual to repay the same if it is ultimately
determined that such individual is not entitled to indemnification. Apple Hospitality is authorized to contract in advance to indemnify its directors
and officers to the extent it is required to indemnify them pursuant to the provisions described above.
Notwithstanding the above, indemnification will not be allowed for any liability imposed by judgment, and costs associated therewith,
including attorneys’ fees, arising from or out of an alleged violation of federal or state securities laws associated with the public offering of Apple
Hospitality’s common shares unless (i) there has been a successful adjudication on the merits of each count involving alleged securities law
violations as to the particular indemnitee, or (ii) such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction
as to the particular indemnitee, or (iii) a court of competent jurisdiction approves a settlement of the claims against a particular indemnitee and
finds that indemnification of the settlement and the related costs should be made, and the court considering the request for indemnification has
been advised of the position of the SEC and of the published position of any state securities regulatory authority in which Apple Hospitality’s
securities were offered or sold as to indemnification for violations of securities laws.
II-1
The rights of each individual or entity entitled to indemnification under Apple Hospitality’s articles of incorporation shall inure to the
benefit of such individual’s or entity’s heirs, executors, administrators, successors or assigns. Indemnification pursuant to Apple Hospitality’s
articles of incorporation shall not be exclusive of any other right of indemnification to which any individual or entity may be entitled, including
indemnification pursuant to a valid contract, indemnification by legal entities other than Apple Hospitality, and indemnification under policies of
insurance purchased and maintained by Apple Hospitality or others. However, no individual or entity shall be entitled to indemnification by Apple
Hospitality to the extent such individual or entity is indemnified by another, including an insurer.
Insofar as the foregoing provisions permit indemnification of directors or officers for liability arising under the Securities Act, Apple
Hospitality has been informed that, in the opinion of the SEC, this indemnification is against public policy as expressed in the Securities Act and is
therefore unenforceable.
Item 21. Exhibits and Financial Statements
The exhibits listed below in the “Exhibit Index” are part of this Registration Statement and are numbered in accordance with Item 601 of
Regulation S-K.
Item 22. Undertakings
(a) The undersigned registrant hereby undertakes as follows:
(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
(i)
To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after the effective date of this registration statement (or the
most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental
change in the information set forth in this registration statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which
was registered) and any deviation from the low or high end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set
forth in the “Calculation of Registration Fee” table in the effective registration statement; and
(iii) To include any material information with respect to the plan of distribution not previously disclosed in this
registration statement or any material change to such information in this registration statement;
(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall
be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain
unsold at the termination of the offering.
(4) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser: if the registrant is subject to
Rule 430C, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than
registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be
part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no
statement made in a registration statement or prospectus that is part of the registration statement or made in a document
incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration
statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that
was made in the registration statement or prospectus that was part of the registration statement or made in any such
document immediately prior to such date of first use.
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(5) That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial
distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned
registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the
purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the
undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such
purchaser:
(i)
Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be
filed pursuant to Rule 424;
(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used
or referred to by the undersigned registrant;
(iii) The portion of any other free writing prospectus relating to the offering containing material information about the
undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and
(iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.
(b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of
the registrant’s annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of
an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in
the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering thereof.
(c) The undersigned registrant hereby undertakes as follows: that prior to any public reoffering of the securities registered hereunder through
use of a prospectus which is a part of this registration statement, by any person or party who is deemed to be an underwriter within the
meaning of Rule 145(c), the issuer undertakes that such reoffering prospectus will contain the information called for by the applicable
registration form with respect to reofferings by persons who may be deemed underwriters, in addition to the information called for by the
other items of the applicable form.
The registrant undertakes that every prospectus: (i) that is filed pursuant to the immediately preceding paragraph, or (ii) that purports to meet
the requirements of Section 10(a)(3) of the Securities Act of 1933 and is used in connection with an offering of securities subject to Rule 415,
will be filed as a part of an amendment to the registration statement and will not be used until such amendment is effective, and that, for
purposes of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(d) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore,
unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the
opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of
such issue.
II-3
The undersigned registrant hereby undertakes to respond to requests for information that is incorporated by reference into the
prospectus pursuant to Items 4, 10(b), 11, or 13 of Form S-4, within one business day of receipt of such request, and to send the incorporated
documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective
date of the registration statement through the date of responding to the request.
The undersigned registrant hereby undertakes to supply by means of a post-effective amendment all information concerning a
transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it
became effective.
II-4
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant has duly caused this Registration Statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of Richmond, Commonwealth of Virginia, on September 1, 2016.
Apple Hospitality REIT, Inc.
By:
/s/ Justin G. Knight
Name: Justin G. Knight
Title: President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in their
respective capacities on the dates indicated.
Name
Title
Date
President, Chief Executive Officer and Director
(Principal Executive Officer)
September 1, 2016
Executive Vice President and Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)
September 1, 2016
Glade M. Knight
Executive Chairman of the Board
September 1, 2016
*
Glenn W. Bunting
Director
September 1, 2016
Director
September 1, 2016
Director
September 1, 2016
Director
September 1, 2016
Director
September 1, 2016
/s/ Justin G. Knight
Justin G. Knight
/s/ Bryan F. Peery
Bryan F. Peery
*
*
Jon A. Fosheim
*
Bruce H. Matson
*
Daryl A. Nickel
*
L. Hugh Redd
* By: /s/Bryan F. Peery
Bryan F. Peery
Attorney-in-fact
S-1
EXHIBIT INDEX
Exhibit
Number
2.1**
Description
Agreement and Plan of Merger, dated as of April 13, 2016, as amended, among Apple REIT Ten, Inc., Apple Hospitality REIT,
Inc., and 34 Consolidated, Inc. (attached as Annex A to the joint proxy statement/prospectus which is part of this registration
statement) (the registrant hereby agrees to furnish supplementary a copy of any omitted schedule or exhibit to the SEC upon
request).
Amended and Restated Articles of Incorporation of Apple Hospitality REIT, Inc., as amended (Incorporated by reference to
Exhibit 3.1 to the registrant’s Annual Report on Form 10-K (SEC File No. 000-53603) filed March 6, 2015)
Second Amended and Restated Bylaws of Apple Hospitality REIT, Inc. (Incorporated by reference to Exhibit 3.1 to the
registrant’s Current Report on Form 8-K (SEC File No. 001-37389) filed February 18, 2016)
Opinion of Hogan Lovells US LLP regarding legality of Apple Hospitality REIT, Inc. common shares being registered
Opinion of Hogan Lovells US LLP regarding tax matters
Voting Agreement, dated as of April 13, 2016 among Apple REIT Ten, Inc. Apple Hospitality REIT, Inc. and Glade M. Knight
(Incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K (SEC File No. 001-37389) filed April
14, 2016)
Termination Agreement, dated as of April 13, 2016, among Apple Ten Advisors, Inc., Apple Suites Realty Group, Inc., Apple
REIT Ten, Inc. and Apple Hospitality REIT, Inc. (attached as Annex C to the joint proxy statement/prospectus which is part of
this registration statement)
Subsidiaries of Apple Hospitality REIT, Inc.
Consent of Hogan Lovells US LLP (included in Exhibit 5.1).
Consent of Ernst & Young LLP, independent registered public accounting firm for Apple Hospitality REIT, Inc.
Consent of Ernst & Young LLP, independent registered public accounting firm for Apple REIT Ten, Inc.
Consent of Hogan Lovells US LLP (included in Exhibit 8.1)
Power of Attorney (included on signature page to this Registration Statement)
Form of Proxy Card for holders of Apple Hospitality common shares
Forms of Proxy Cards for holders of Apple Ten units and holders of Apple Ten Series B convertible preferred shares
Consent of Citigroup Global Markets Inc.
Consent of Robert W. Baird & Co. Incorporated
3.1
3.2
5.1**
8.1*
10.1
10.2
21.1**
23.1**
23.2**
23.3**
23.4*
24.1**
99.1**
99.2**
99.3**
99.4**
*
**
Filed herewith.
Previously filed.
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Section 2: EX-8.1 (EX-8.1)
Exhibit 8.1
Hogan Lovells US LLP
Columbia Square
555 Thirteenth Street, NW
Washington, DC 20004
T +1 202 637 5600
F +1 202 637 5910
www.hoganlovells.com
September 1, 2016
Board of Directors
Apple Hospitality REIT, Inc.
814 East Main Street
Richmond, Virginia 23219
Ladies and Gentlemen:
This opinion letter is being delivered to you in connection with the merger (the "Merger") of Apple REIT Ten, Inc. a Virginia corporation (the
"Company"), with and into 34 Consolidated, Inc., a Virginia corporation (the "Merger Sub") and wholly-owned subsidiary of Apple Hospitality
REIT, Inc. a Virginia corporation (the "Parent"), with the Merger Sub surviving the Merger, pursuant to that certain Agreement and Plan of Merger
(the "Merger Agreement"), dated as of April 13, 2016, and the exhibits thereto, by and among the Company, the Merger Sub, and the Parent. This
opinion letter is being delivered to you pursuant to Section 6.1(g) of the Merger Agreement. Capitalized terms used herein and which are defined in
the Merger Agreement shall have the meanings set forth in the Merger Agreement unless otherwise defined herein.
Pursuant to the Merger Agreement, at the Effective Time, each issued and outstanding common share, no par value, of the Company (including
any fractional shares) (each, a "Company Common Share") together with the related Series A Preferred Share, no par value, of the Company
(including any fractional shares) (the "Company Series A Shares," and together with the Company Common Shares, the "Company Units") (other
than the Dissenting Shares or any Company Shares to be cancelled pursuant to Section 2.1(a)(iii) of the Merger Agreement) shall be converted
into the right to receive (x) 0.522 (the "Unit Exchange Ratio") authorized common shares of the Parent (the "Parent Common Shares") and (y) $1.00
in cash, and (b) each issued and outstanding Series B Convertible Preferred Share, no par value, of the Company (the "Company Series B Shares"
and together with the Company Units, the "Company Shares") shall be converted into the right to receive (x) a number of Parent Common Shares
equal to (1) 12.11423 multiplied by (2) the Unit Exchange Ratio and (y) an amount equal to 12.11423 multiplied by $1.00 in cash.
In connection with the preparation of this opinion letter, we have examined, and with your consent relied upon, without any independent
investigation or review thereof, the following documents (including all exhibits and schedules thereto): (1) the Merger Agreement; (2) officers'
certificates delivered by each of the Parent and the Company, both dated as of the date hereof (the "Tax Certificates"); (3) the Registration
Statement on Form S-4 filed by the Parent on May 24, 2016 with the U.S. Securities and Exchange Commission, as amended; and (4) such other
instruments and documents related to the formation, organization, and operation of the Parent and the Company or to the consummation of the
Merger and the transactions contemplated thereby as we have deemed necessary or appropriate (the documents described in clauses (1) through
(4), collectively the "Reviewed Documents"). In addition, we have reviewed the form of opinion of counsel to be delivered to the Company by
McGuireWoods LLP pursuant to Section 6.1(g) of the Merger Agreement concurrently herewith (the "McGuireWoods Opinion").
Board of Directors
Apple Hospitality REIT, Inc.
September 1, 2016
Page 2
Assumptions and Representations
In connection with rendering this opinion, we have assumed or obtained representations (which with your consent we are relying upon, and upon
which our opinion is premised, without any independent investigation or review thereof), including that:
1.
(A) All information contained in each of the documents we have examined and upon which we have relied in connection with the
preparation of this opinion is accurate and completely describes all material facts relevant to our opinion, (B) all copies are accurate, (C) all
signatures are genuine, and (D) all documents have been or will be, as the case may be, timely and properly executed.
2.
There will have been, by the Effective Time, or at such other time as contemplated in the Merger Agreement, due execution and delivery
of all documents, where due execution and delivery are prerequisites to the effectiveness thereof.
3.
To the extent relevant to our opinion, all representations, warranties, and statements made or agreed to by the Parent and the Merger Sub,
and by the Company, their respective managers, employees, officers, directors, and stockholders in connection with the Merger,
including, but not limited to, those in the Reviewed Documents (including the Tax Certificates), have been and will continue to be true,
complete, and accurate in all respects; any representation or statement made in the Tax Certificates "to the best of knowledge," "to the
knowledge," or "to the actual knowledge" of any person(s) or party(ies)—or similarly qualified—is true, correct, and complete, as if made
without such qualification.
4.
The Merger Agreement is valid and binding in accordance with its terms. The Merger will be consummated in accordance with the Merger
Agreement (including satisfaction of all pre-closing covenants and conditions to the obligations of the parties, without amendment,
waiver, or breach thereof). The Merger will qualify as a merger under the applicable laws of the Commonwealth of Virginia.
5.
Commencing not later than its taxable year ended December 31, 2008, the Parent has qualified as a REIT under the Code, and will continue
to qualify as a REIT under the Code for its taxable year which includes the Effective Time and thereafter.
6.
Commencing not later than its taxable year ended December 31, 2011 and ending with its taxable year that ends with the Merger, the
Company has qualified as a REIT under the Code.
7.
Each of the Parent and the Company will comply with all reporting obligations with respect to the Merger required under the Code and the
Treasury Regulations thereunder.
8.
The McGuireWoods Opinion is being delivered to the Company concurrently herewith in the form provided to us, and the
McGuireWoods Opinion has not been and will not be modified or withdrawn.
Board of Directors
Apple Hospitality REIT, Inc.
September 1, 2016
Page 3
Opinion
Based upon and subject to the assumptions and qualifications set forth herein we are of the opinion that the Merger, when effective, will qualify as
a "reorganization" within the meaning of Section 368(a) of the Code.
In addition to the assumptions set forth above, this opinion is subject to the exceptions, limitations, and qualifications set forth below:
1.
The opinion set forth in this letter is based on relevant current provisions of the Code, the Treasury Regulations thereunder (including
proposed and temporary Treasury Regulations), and interpretations of the foregoing as expressed in court decisions, applicable
legislative history, and the administrative rulings and practices of the IRS, including its practices and policies in issuing private letter
rulings, which are not binding on the IRS except with respect to a taxpayer that receives such a ruling, all as of the date hereof. These
provisions and interpretations are subject to change by the IRS, Congress, and the courts (as applicable), which change may or may not
be retroactive in effect and which might result in material modifications of our opinion. Our opinion does not foreclose the possibility of a
contrary determination by the IRS or a court of competent jurisdiction, nor of a contrary position taken by the IRS or the Treasury
Department in regulations or rulings issued in the future. In this regard, an opinion of counsel with respect to an issue represents
counsel's best professional judgment with respect to the outcome on the merits with respect to such issue, if such issue were to be
litigated, but an opinion is not binding on the IRS or the courts and is not a guarantee that the IRS will not assert a contrary position with
respect to such issue or that a court will not sustain such a position asserted by the IRS. Neither the Parent nor the Company has
requested or will request a ruling from the IRS as to any of the U.S. federal income tax consequences addressed in this opinion.
Furthermore, no assurance can be given that future legislative, judicial, or administrative changes, including on a retroactive basis, would
not adversely affect the accuracy of the opinion expressed herein.
2.
This letter addresses only the specific tax opinion set forth above. Our opinion does not address any other U.S. federal, state, local, or
non-U.S. tax consequences that will or may result from the Merger or any other transaction (including any transaction undertaken in
connection with the Merger or contemplated by the Merger Agreement).
3.
Our opinion set forth herein is based upon, among other things, the description of the contemplated transactions (including the Merger)
as set forth in the Merger Agreement. No opinion is expressed as to any transaction other than those set forth in the Merger Agreement,
or to any transaction whatsoever, including the Merger, unless all the transactions described in the Merger Agreement (or otherwise
contemplated in connection with the Merger) have been consummated in accordance with the terms of the Merger Agreement (and also
without amendment, waiver, or breach of any provision thereof), and also unless all of the representations, warranties, statements, and
assumptions upon which we have relied are true, complete, and accurate at all times. In the event that the actual facts relating to any
aspect of the relevant transactions (including the Merger) differ from the terms of the Merger Agreement (without amendment, waiver, or
breach of any material provision thereof), or if any one of the representations, warranties, statements, or assumptions upon which we
have relied to issue this opinion is incorrect, our opinion might be adversely affected and may not be relied upon.
Board of Directors
Apple Hospitality REIT, Inc.
September 1, 2016
Page 4
This opinion letter speaks as of the date hereof. We undertake no responsibility by reason of this opinion letter or otherwise to advise you or any
other person of any changes in our opinion subsequent to the delivery of this opinion letter. This opinion letter may not be relied on by any other
person, or for any other purpose, without our prior written consent, which may be withheld in our sole discretion. This opinion letter may not be
distributed, quoted in whole or in part or otherwise reproduced in any document, or filed with any governmental agency without our prior written
consent.
This opinion letter has been provided for your use in connection with the Registration Statement. We hereby consent to the use of the opinion
letter as an exhibit to the Registration Statement and to the use of our name in the "Material U.S. Federal Income Tax Consequences of the Merger"
and "Legal Matters" sections of the Registration Statement. In giving the consent, we do not thereby admit that we are an "expert" within the
meaning of the Securities Act of 1933, as amended.
Very truly yours,
/s/ HOGAN LOVELLS US LLP
HOGAN LOVELLS US LLP
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