Sec Form 13D Filing - ROLLINS CAPITAL PARTNERS LP filing for - 2025-11-14

600 Congress Street, 14th Floor, Austin, Texas 78701

Each of the Reporting Persons is engaged in the business of investing. This Schedule 13D relates to the Common Stock of the Issuer held by RCP. The principal business of RCM is providing investment advice as an investment adviser and serving as investment manager to RCP [and other investment advisory clients]. [As such, RCM has been granted investment discretion over portfolio investments, including the Common Stock of the Issuer, held by or for the account of RCP, including voting and discretionary decisions.] RC serves as general partner of RCP. Mr. Wright is the sole managing member of each of RC and RCM.

During the last five years, none of the Reporting Persons have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

During the last five years, none of the Reporting Persons have been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

RCP is organized as a limited partnership under the laws of the State of Delaware. RC is organized as a limited liability company under the laws of the State of Delaware. RCM is organized as a limited liability company under the laws of the State of Delaware. Mr. Wright is a citizen of the United States.

The aggregate purchase price of the shares of Common Stock reported herein, all of which were purchased and are held by RCP, was approximately $2,852,734.86. All funds used to acquire the shares of Common Stock were provided by the working capital of RCP (from funds under management). No borrowed funds were used to purchase the shares of Common Stock.

The Reporting Persons acquired the shares of the Issuer's Common Stock reported herein and shares of the Issuer's Preferred Stock for investment purposes in the ordinary course of business prior to December 31, 2024. The Reporting Persons acquired such securities because they believed that such securities, when purchased, represented an attractive long-term investment opportunity. On October 24, 2025, the Issuer, KW Kingfisher LLC, a Delaware limited liability company ("Parent"), and Sparrows Nest LLC, a Maryland limited liability company and wholly owned subsidiary of Parent ("Merger Sub"), entered into an Agreement and Plan of Merger (the "Merger Agreement"). The Merger Agreement provides, upon the terms and subject to the conditions se t forth therein, for a merger (the "Merger") between Merger Sub and the Issuer, with the Issuer surviving as a wholly owned subsidiary of Parent and the shares of the Issuer's Common Stock converting into the right to receive a specified cash payment and the shares of the Issuer's Preferred Stock either converting into the right to receive a specified cash payment or remaining outstanding following the Merger. The Reporting Persons believe that the net value of the Issuer's property portfolio, if operated in a private context, is greater than the announced merger consideration. Accordingly, the Reporting Persons plan to explore potential alternatives to the Merger, which may include formulating an alternative acquisition proposal (either alone or in partnership with another hotel investor group(s)) and/or initiating discussions with other potential acquirers of the Issuer. The Reporting Persons may also seek to have discussions with officers and directors of the Issuer or Parent, and/or with other significant stockholders of the Issuer, relating to the Merger and potential alternatives to the Merger. The Reporting Persons intend to review their investment in the Issuer on a continuing basis, taking into account the Merger Agreement. Depending on various factors including, without limitation, the Issuer's financial position, the terms of the Merger Agreement, a potential superior offer, the market price levels of the Issuer's equity securities, conditions in the securities markets, and general economic and industry conditions, the Reporting Persons may take such actions with respect to their investment in the Issuer as they deem appropriate. Except as otherwise set forth herein, the Reporting Persons do not have any present plans or proposals which would relate to, or result in, the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D. However, subject to market conditions and in compliance with applicable securities laws, the Reporting Persons reserve the right, at a later date, to take such actions with respect to their investment in the Issuer as they deem appropriate, including, without limitation: exchanging information with the Issuer, Parent or other third parties; proposing changes in the Issuer's operations, management, board of directors, governance or capitalization; acquiring additional securities of the Issuer or disposing of some or all of the securities beneficially owned by them, in public or private transactions; submitting a competing proposal either alone or in combination with one or more other strategic partners or encouraging others to do so; or otherwise changing the Reporting Persons' intentions with respect to any and all matters referred to in this Item 4.

Each of the Reporting Persons may be deemed to beneficially own 1,907,000 shares of Common Stock of the Issuer. Such amount of beneficial ownership represents approximately 9.3% of the shares of Common Stock outstanding, based on 20,490,501 shares of Common Stock outstanding as of August 12, 2025, based on information disclosed in the Issuer's Quarterly Report on Form 10-Q filed with the U.S. Securities and Exchange Commission on August 14, 2025. RCP is the direct beneficial owner of the shares of Common Stock covered by this statement. RCM is the investment manager of RCP and may be deemed to have indirect beneficial ownership of securities owned by RCP. RC is the general partner of RCP and may be deemed to have indirect beneficial ownership of securities owned by RCP. Mr. Wright is the sole managing member of each of RC and RCM and may be deemed to have indirect beneficial ownership of securities owned by RC and RCM. The filing of this statement should not be construed as an admission that any Reporting Person is, for purposes of Section 13 of the Act, the beneficial owner of the shares of Common Stock reported herein.

Items 7 through 10 of each of the cover pages of this Schedule 13D are incorporated by reference herein.

No Reporting Person has effected any transactions in the shares of Common Stock in the 60 days preceding the date hereof.

The disclosure regarding the relationship between the Reporting Persons in Item 5(a) of this Schedule 13D is incorporated herein by reference. The limited partners of RCP have the right to participate in the receipt of dividends from, or proceeds from the sale of, the shares of Common Stock held by RCP in accordance with their respective limited partnership interests.

Not applicable.

Item 5 of this Schedule 13D is incorporated herein by reference.

99.1 Joint Filing Agreement by and among the Reporting Persons.