UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
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ITEM 8.01 OTHER EVENTS
Update to Offering Price and Share NAV
The board of directors (the “Board”) of Lodging Fund REIT III, Inc. (the “Company”) approved a revised net asset value (“NAV”) of the Company’s assets as of December 31, 2022. As a result, the price per share of the Company’s common stock, $0.01 par value per share (each, a “Share”), in the Company’s ongoing private offering of Shares with a maximum offering amount of $150 million (the “Offering”) and the Share NAV were adjusted from $10.00 to $10.57 effective January 6, 2023. The issue price of the Common Limited Partnership Unit and the Series T Limited Partnership Unit of Lodging Fund REIT III OP, LP, the operating partnership subsidiary of the Company (the “Operating Partnership”) also increased to $10.57. The Offering price was determined by the Board taking into account appraisals of the Company’s real estate properties and other factors deemed relevant by the Board. The Company makes no representations, whether express or implied, as to the value of the Shares offered in the Offering. In the event the Offering price per Share is increased or decreased, the number of Shares subject to the Offering will be adjusted to reflect such change and the maximum offering amount will remain unchanged.
Update to Operating Partnership Agreement
The amended and restated limited partnership agreement of the Operating Partnership (the “Partnership Agreement”) has been amended in order to adjust the distributions of the Operating Partnership given the new Share NAV. The Partnership Agreement amendment updates the distribution preference to $0.60 per partnership unit from a 6% distribution preference on the capital contributions. The 6% distribution preference on the initial Share NAV provided a distribution preference of $0.60 per Share on the initial Share NAV. The amendment maintains the $0.60 per Share distribution preference. Consequently, the distribution preference on the new NAV will be 5.676%.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
LODGING FUND REIT III, INC. | |||
Dated: January 12, 2023 | BY: | /s/ Corey R. Maple | |
Corey R. Maple | |||
Chairman of the Board, Chief Executive Officer and Secretary | |||