Form 8-K





Washington, D.C. 20549







Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

September 25, 2019 (September 23, 2019)

Date of Report (Date of earliest event Reported):




(Exact Name of Registrant as Specified in Charter)




Washington   001-13957   91-1032187

(State or Other Jurisdiction

of Incorporation)



file number)


(I.R.S. Employer

Identification No.)

1550 Market St. #350, Denver, Colorado 80202

(Address of Principal Executive Offices)

(509) 459-6100

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)



Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class





Name of each exchange

on which registered

Common Stock   RLH   New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐




Item 7.01 Regulation FD Disclosure.

On September 23, 2019, Red Lion Hotels Corporation (the “Company”), doing business as RLH Corporation, issued a press release announcing the execution of a non-binding sale agreement for its Red Lion Hotel Anaheim.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits


Exhibit Number



99.1    Press Release dated September 23, 2019


Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


Red Lion Hotels Corporation
/s/ Julie Shiflett
Julie Shiflett

Executive Vice President

Chief Financial Officer and Treasurer

Date: September 25, 2019


Exhibit 99.1





DENVER (September 23, 2019) — RLH Corporation (NYSE:RLH) announced that it has entered into non-binding sale agreement for its Red Lion Hotel Anaheim for $23 million in gross proceeds. The transaction, which is subject to customary contingencies, terms and closing conditions, is expected to close by year-end. The sale is part of the Company’s ongoing hotel asset disposition program.

Red Lion Hotel Anaheim is wholly owned by the Company and is not encumbered by a mortgage. Net proceeds, after broker fees and customary closing costs, will be used to repay corporate level debt and fund franchise growth opportunities. A transitionary franchise agreement is being negotiated for the hotel.

Greg Mount, Chief Executive Officer commented, “We’re pleased to announce the impending sale of Anaheim which leaves us with just 4 owned or leased assets. Market sentiment toward hotel investments have improved and we are eager to redeploy the proceeds from our sales into growing our core franchise business.”

While the Company is diligently pursuing the sales of its owned hotel assets, it can make no guarantees that the transactions will close.

To learn more about franchising with RLH Corporation, visit We don’t wait for the future. We create it.

Forward Looking Statements

This press release contains forward-looking statements within the meaning of federal securities law, including statements concerning plans, objectives, goals, strategies, projections of future events or performance and underlying assumptions (many of which are based, in turn, upon further assumptions). The forward-looking statements in this press release are inherently subject to a variety of risks and uncertainties that could cause actual results to differ materially from those expressed. Such risks and uncertainties include, among others, economic cycles; international conflicts; changes in future demand and supply for hotel rooms; competitive conditions in the lodging industry; relationships with franchisees and properties; impact of government regulations; ability to obtain financing; changes in energy, healthcare, insurance and other operating expenses; ability to sell non-core assets; ability to locate lessees for rental property; dependency upon the ability and experience of executive officers and ability to retain or replace such officers as well as other matters discussed in the Company’s annual report on Form 10-K for the year ended December 31, 2018, and in other documents filed by the Company with the Securities and Exchange Commission. The Company undertakes no intent or obligation to publicly update or revise any forward-looking statements.

About RLH Corporation

RLH Corporation is an innovative hotel company focused on the franchising of upscale, midscale and economy hotels. The company maximizes return on invested capital for hotel owners across North America through relevant brands, industry-leading technology and forward-thinking services. For more information, please visit the company’s website at

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Investor Relations Contact:

Nikki Sacks

Investor Relations