American Hospitality Properties REIT - Chapter 11 Case Summary

American Hospitality Properties REIT has filed for Chapter 11 following what it describes as years of mismanagement by its co-founders, which led to an SEC enforcement action and franchise fee defaults at its Marriott-branded hotels. It also faces ground lease and shareholder litigation. The company is seeking to stabilize governance and pursue a comprehensive restructuring, starting with a two-week effort to obtain DIP financing or identify usable cash collateral, without which the cases may convert to Chapter 7.

Business Description

American Hospitality Properties REIT, Inc. ("REIT I") and American Hospitality Properties REIT II, Inc. ("REIT II"), non-traded Delaware corporations headquartered in Dallas, Texas, together with their Debtor affiliates (collectively, the "Company"), were formed to engage primarily in the acquisition and management of premium branded hotels and other real estate-related assets secured by or related to hotel properties in the United States. Since May 2026, a new President and new directors have led the Company.

The sixteen entities that make up the Company are debtors in these Chapter 11 cases (collectively, the "Debtors"). The Debtors own a portfolio of interests in eleven hotels across the country, operated under Hilton and Marriott franchise agreements. The Company and six affiliated non-debtor entities (the "Non-Debtor Entities") together comprise 22 entities. The Non-Debtor Entities are APIP-C Borrower, LLC, AHP FT Wayne Inn, LLC, AHP FT Wayne Suites, LLC, APIP-C OperCo, LLC, APIP-C Ft. Wayne Inn Master Tenant, LLC, and APIP-C Ft. Wayne Suites Master Tenant, LLC.


Corporate History

The Company was founded by Phoenix American Hospitality, LLC ("PAH") and William Lee "Perch" Nelson ("Perch"), who founded PAH and serves as its CEO. PAH and Perch formed REIT I on August 13, 2018 and, nearly five years later, on March 10, 2023, formed REIT II, both for the same purpose of acquiring and managing premium branded hotels in the United States. Until May 2026, Perch was also CEO of each of REIT I and REIT II and a director on each entity's board (each, the "Board"). PAH served as external manager for certain of the Company entities until September 30, 2026.

REIT I and REIT II have each issued stock in an initial offering under Regulation A of the Securities Act of 1933 (the "Securities Act"), under offering statements the SEC qualified on February 5, 2021 and September 25, 2023, respectively. REIT I also invested an aggregate of approximately $1.6 million in an affiliated company, PAH Charlotte, LLC ("PAH Charlotte"), acquiring a preferred equity interest providing for a 12% per year distribution (the "Preferred Interest"). REIT I ceased holding the Preferred Interest in January 2024.

The AHP Fund Wind-Down and the 80% Interests

In 2023, Perch is believed to have sought to wind down American Hospitality Properties Fund I, LLC ("AHP Fund I") and American Hospitality Properties Fund III, LLC ("AHP Fund III"), a Delaware private real estate investment fund sponsored by PAH. Perch, acting as manager of both funds and as CEO and director of REIT I, determined to have REIT I acquire the assets of AHP Fund I and AHP Fund III. REIT I had no independent directors at the time of the transaction, and the Declaration states that it is aware of no record of an independent approval process for that related-party transaction.

REIT I entered into a Sale Purchase Agreement dated May 31, 2023 (the "Purchase Agreement") to acquire an 80% equity interest in each of APIP-C OperCo, LLC ("APIP-C OperCo") and APIP-C Borrower, LLC ("APIP-C Borrower") (the "80% Interests"). The parties later realized that a transfer of the 80% Interests to REIT I would not be a "Permitted Transfer" under the Société Générale loan to the Ft. Wayne Borrowers (the "Loan") and would trigger an "Event of Default" absent lender consent, which was not obtained; a transfer to Perch, by contrast, appears to have been a "Permitted Transfer." Consequently, under an Assignment and Assumption of Sale-Purchase Agreement dated June 1, 2023, REIT I assigned its rights under the Purchase Agreement to Perch, who acquired the 80% Interests and continues to hold legal title to them. To fund that acquisition, Perch, as CEO and a director of REIT I, determined to have REIT I lend him approximately $9.4 million, again with no independent directors in place and no record of an independent approval process.

AHP Fund III held the remaining 20% equity interests in each of APIP-C OperCo and APIP-C Borrower. In January 2024, AHP Fund III merged into REIT I, and REIT I succeeded to that 20% interest. Perch submitted a request for the Lender's consent to transfer the 80% Interests from himself to REIT I on January 29, 2025; as of the petition date, the Company is not aware that consent has been obtained. Perch and REIT I executed an Assignment of Certain Economic Interests effective as of March 31, 2025 (the "Assignment"), which purported to assign Perch's economic interests in APIP-C OperCo and APIP-C Borrower to REIT I without triggering the broader transfer restrictions under the Loan. The Assignment did not transfer the membership interests themselves and left the existing ownership structure undisturbed, reflecting the parties' intent to make REIT I the economic beneficiary while Perch retained legal title.

On December 19, 2025, Perch and REIT I executed an Exchangeable Promissory Note Agreement, effective as of June 1, 2023 (the "Note"), under which Perch acknowledged the approximately $9.4 million loan funding his purchase of the 80% Interests. The Note was structured to facilitate transfer of Perch's equity interest to REIT I upon either termination of the Loan or the Lender's consent, with title transferring automatically upon REIT I's delivery of written notice. In its discussion of the stay motion, however, the Declaration describes the Note as transferring legal title upon the refinancing or termination of the Loan, without reference to the Lender's consent. The Declaration characterizes REIT I's existing ownership interests and its contractual rights to acquire the remaining equity interests in the Non-Debtor Entities upon a refinancing of the Loan as valuable property of the Debtors' estates.

New Management and the September 2026 Reorganization

In connection with the SEC's enforcement action against PAH and Perch and the ultimate settlement between the Company and the SEC, REIT I and REIT II obtained new management following Perch's departure on May 20, 2026. Joseph Reardon was appointed President and a director of the Board of each of REIT I and REIT II; Paul Adams was appointed an independent director of REIT I; and Mary Pfeifer was appointed an independent director of REIT II (collectively, the "New Independent Directors"). Jay Anderson then resigned as executive vice president, controller, and director of each of REIT I and REIT II, and immediately entered into consulting agreements with each company to provide accounting and financial reporting services for a one-year period, automatically renewing for an additional year on May 20, 2027 absent termination under the contract terms. The complexity and severity of the prior mismanagement and governance failures were not fully understood until after the New Independent Directors were appointed.

On September 30, 2026, the Board of each of REIT I and REIT II authorized the amendment and restatement of the limited liability company agreements of the Company's operating subsidiaries to remove PAH as manager of each entity, eliminating Perch's and PAH's governance and control of those subsidiaries. For most subsidiaries, the applicable members amended the agreements directly. For two Debtors, AHP REIT Port B LLC ("Port B") and Lakemore-Phoenix Investment Platform B, LLC ("LPIP B"), the amendments were effected by merger under Section 18-209 of the Delaware Limited Liability Company Act, with each surviving entity's agreement amended and restated under Section 18-209(f). REIT I and REIT II first formed AHP Port B Merger Sub, LLC, owned 50% by each, which merged into Port B, with Port B surviving; Port B then formed AHP Platform B Merger Sub, LLC as a wholly owned subsidiary, which merged into LPIP B, with LPIP B surviving. Perch was also removed as an officer of each of the Company's subsidiaries and new officers were appointed.


Operations Overview

Certain Company entities are parties to hotel management agreements covering each property for which there is an accompanying franchise agreement. There are eleven hotel management agreements believed to be substantially similar, and REIT I, PAH, and Perch are each guarantors. The manager under those agreements is PAH Management, LLC ("PAHM"), which is owned and controlled by PAH. Under the hotel management agreements, PAHM was obligated to pay franchise fees.

The Company's hotel assets include the Hilton Garden Inn Fort Wayne and Homewood Suites Fort Wayne in Fort Wayne, Indiana, which the Ft. Wayne Borrowers own and lease to APIP-C Ft. Wayne Inn Master Tenant, LLC and APIP-C Ft. Wayne Suites Master Tenant, LLC, wholly owned subsidiaries of APIP-C OperCo that operate the hotels; the DoubleTree by Hilton Charlotte Airport in Charlotte, North Carolina, owned by PAH Charlotte; a seven-hotel portfolio across Arkansas, Louisiana, and Florida owned by seven AHP LP7 Debtor entities; and the Residence Inn by Marriott Cape Canaveral Cocoa Beach, held under a ground lease. Eight of the Company's hotels operate under the Marriott system.


Prepetition Obligations

The Debtors' capital structure consists of three debt tranches, all fixed-rate facilities secured on a first-priority basis by the underlying hotel properties. Each was initially backed by a Guaranty of Recourse Obligations from Perch and AHP Fund III (and, for the Rialto Facility, PAH), and AHP Fund III's obligations succeeded to REIT I on the January 2024 merger.

FacilityBorrower(s)PrincipalRateMaturity
SocGen FacilityFt. Wayne Borrowers (non-Debtors)$15.8 million4.740% fixedSeptember 2028
Rialto FacilityPAH Charlotte (Debtor)$18.15 million5.40% fixedMay 6, 2028
DB FacilitySeven AHP LP7 entities (Debtors)$65 million4.71% fixedAugust 6, 2027

SocGen Facility

Rialto Facility

DB Facility


Events Leading to Bankruptcy

The Declaration attributes these Chapter 11 Cases to years of mismanagement by PAH and Perch. Through PAH, acting as external manager to certain Company entities, Perch is alleged to have depleted Company assets, damaged key relationships by refusing to pay fees owed to the Company's franchisors and defaulting under franchise agreements, and engaged in conduct that resulted in an SEC enforcement action and final judgments against both PAH and Perch. The Company also faces a pending summary judgment motion seeking as much as $4.3 million from its subsidiaries and REIT I under a ground lease, as well as shareholder litigation arising from the conduct described in the SEC enforcement action.

The SEC Action

On June 21, 2024, PAH received a subpoena from the SEC requesting production of documents relating to an investigation of PAH and related entities, including REIT I and REIT II. According to public disclosures, the investigation concerned, among other topics, certain of REIT I and REIT II's business operations, marketing statements, and business projections. Nearly two years later, on June 4, 2026, the SEC brought an enforcement action against both PAH and Perch alleging several violations of securities law (the "SEC Action").

On June 5, 2026, the day after the SEC filed suit, the United States District Court for the Northern District of Texas entered final judgments against PAH and Perch, to which each had consented without admitting the SEC's allegations. The judgments permanently enjoin PAH and Perch from violating the anti-fraud provisions of the Securities Act and Exchange Act, and bar Perch from acting as an officer or director of any issuer with a class of securities registered under Section 12 of the Exchange Act for five years following entry of the judgment. Perch and PAH are required to pay civil penalties of $118,225 and $591,127, respectively, under payment schedules set out in the final judgments.

The Unrecorded Stock Issuance

In August 2026, the Company engaged FTI Consulting, Inc. ("FTI") to conduct a forensic audit of the Company's financial affairs. According to the Declaration, the audit revealed that Perch directed Axis-Key, REIT I's transfer agent, to issue approximately $4.5 million worth of REIT I common stock in August 2025 to an entity controlled by Perch. The Company initially believed the shares were issued as payment for purported "management fees," but REIT I and REIT II's corporate and financial records contain no record of the issuance. Perch is understood to have collected approximately $40,000 in dividends on those shares from September 2025 through May 2026.

Franchise Defaults and the Marriott Notices

The Declaration attributes defaults at the majority of the Company's hotels to Perch's and PAH's failure to pay fees owed to franchisors, and states that Perch sought to cut costs at the hotels to his benefit and at the expense of their profits by having PAH and PAHM stop paying franchise fees that PAHM was obligated to pay under the hotel management agreements, overleveraging each of the hotels, and understaffing PAHM. In September 2026, Marriott International, Inc. ("Marriott") issued written Notices of Default to four hotel franchisees managed by PAHM, all arising from non-payment of franchise fees, reimbursable charges, and accrued interest under the applicable franchise agreements.

Debtor EntityPropertyAmount Owed
AHP LP7 Bentonville, LLCAloft by Marriott, Rogers, Arkansas$659,092.31
AHP LP7 Metairie, LLCTownePlace Suites by Marriott, Harahan, Louisiana$432,313.84
AHP LP7 Fayetteville, LLCTownePlace Suites by Marriott, Springdale, Arkansas$236,165.97
AHP LP7 RI Baton Rouge, LLCResidence Inn by Marriott, Baton Rouge, Louisiana$222,585.64

The Spirit Litigation

AHP Master Lease, LLC ("AHP Master Lease"), a Company subsidiary, is the original tenant under a ground lease dated March 28, 2019, as amended (the "Ground Lease"), with Spirit Realty, LP ("Spirit") as landlord, covering the real property and improvements in Cape Canaveral, Florida that operate as the Residence Inn by Marriott Cape Canaveral Cocoa Beach. On entering the Ground Lease, AHP Fund III and PAH executed an Unconditional Guaranty of Payment and Performance (the "Guaranty") guaranteeing, on a joint-and-several basis, the punctual and complete payment and performance when due of all of the tenant's obligations under the Ground Lease and related documents. Another Company subsidiary, AHP RI Cape Canaveral, LLC ("AHP RI Cape Canaveral"), is the current tenant.

The parties executed a Lease Forbearance and Rent Deferral Agreement dated June 1, 2020, amended March 31, 2021 and March 1, 2022, which deferred certain rental payments and established alternative payment schedules; AHP Fund III and PAH ratified and reaffirmed the Guaranty in connection with the June 1, 2020 agreement. Following AHP Fund III's January 2024 merger into REIT I, REIT I, as AHP Fund III's successor, executed a Consent and Affirmation of Guarantor expressly reaffirming the Guaranty. With Spirit's consent, AHP Master Lease assigned the Ground Lease to AHP RI Cape Canaveral on January 24, 2025, and REIT I, as successor to AHP Fund III, and PAH executed a Consent and Affirmation expressly reaffirming the Guaranty.

On December 31, 2025, Spirit sued AHP Master Lease and the other defendants in the 191st Judicial District Court of Dallas County, Texas (the "Spirit Litigation"), asserting three counts: breach of the Ground Lease against AHP Master Lease and AHP RI Cape Canaveral for failure to pay rent starting September 1, 2025; breach of the Guaranty against REIT I and PAH on a joint-and-several basis; and unjust enrichment. The petition sought damages of not less than $2,497,593.56, plus late fees, interest, future rent, and attorneys' fees and costs. On June 23, 2026, Spirit filed a motion for final summary judgment against all defendants, asserting that the defendants owe not less than $4,328,847.48 in unpaid rent, late charges, default interest, and other amounts, plus attorneys' fees and costs.

Shareholder Litigation

In September 2026, certain shareholders filed lawsuits against PAH, Perch, REIT I, and REIT II (collectively, the "Shareholder Litigation"). The core allegations in both cases are the same: each uses the SEC Action's final judgment as a basis to claim, among other things, that certain shareholders were fraudulently induced to purchase securities based on PAH's and Perch's false and material representations. Because the Shareholder Litigation is premised on the SEC Action, the Company believes similar claims are likely forthcoming.

Reporting Failures and the Path to Filing

PAH and Perch failed to file certain disclosures required by the SEC for REIT I and REIT II, including audited financial statements. Under Perch's control, REIT I has not filed any required annual or semi-annual disclosures since year-end 2021, and REIT II has not filed any since year-end 2023; independent financial audits of REIT I and REIT II have not been completed since year-end 2021 and year-end 2023, respectively. The Declaration attributes a material contribution to the circumstances necessitating these cases to that sustained failure to comply with federal securities reporting obligations, coupled with the broader financial mismanagement.

PAH was removed as external manager to REIT I and REIT II and Perch resigned as an officer and director of both companies in mid-2026, as part of a negotiated settlement with the SEC. That settlement was structured to avoid triggering defaults under certain loan and franchise agreements, and it allowed PAH and Perch to remain in place as manager of REIT I and REIT II's subsidiaries. Since taking office in May 2026, new leadership has been confronted by a former manager that remained in place at the subsidiaries, the unrecorded $4.5 million stock issuance, franchise defaults at the majority of the Company's hotels, the Spirit and shareholder lawsuits, and continued difficulty obtaining records that would enable the companies to file tax returns and compile audited financial statements or engage an independent auditor. Although the September 2026 corporate reorganization removed Perch and PAH from managing the subsidiaries' day-to-day operations, the resulting issues the Company must resolve include defaults under the franchise agreements and potential cross-defaults under its funded debt obligations. The Declaration attributes the Debtors' significant liquidity constraints to Perch and PAH's mismanagement of Company assets.


Chapter 11 Filing

The Debtors filed voluntary Chapter 11 petitions in the United States Bankruptcy Court for the Northern District of Texas, Dallas Division, on October 4, 2026, and intend to focus the early stages of the cases on finding DIP financing to provide liquidity for ongoing operations and to support a comprehensive restructuring process. The Company intends to continue a two-week process to obtain DIP financing or identify cash collateral that can be used to fund ongoing business operations and support a restructuring process that will enable continued negotiations with Spirit toward a resolution under the Ground Lease, and it believes the bankruptcy forum will provide the time to address the Shareholder Litigation without disrupting operations. Failure to obtain such financing may force the Debtors to convert these cases to Chapter 7.

In consultation with Vinson & Elkins LLP ("V&E") and FTI, the Company concluded that commencing these cases would provide a breathing spell and allow it to raise needed liquidity, stabilize its corporate governance and operations, restore the confidence of its franchisors and other key contract counterparties, address the ongoing Ground Lease dispute with Spirit, address the pending Shareholder Litigation comprehensively and efficiently, and preserve value for all stakeholders.

Advisors

Extension of the Automatic Stay to the Non-Debtor Entities

Contemporaneously with the petitions, the Debtors filed an emergency motion to enforce and confirm, or alternatively extend, the automatic stay with respect to the six Non-Debtor Entities for a period of 30 days. AHP Fund III executed recourse guarantees securing the $15.8 million Loan, and REIT I subsequently acquired AHP Fund III's assets and obligations, leaving it owning the economic interests in the Ft. Wayne Borrowers while jointly and severally liable under the Recourse Guaranty; the Declaration attributes that co-liability to Perch's and PAH's mismanagement and self-dealing. The Debtors contend that any event of default against the Non-Debtor Entities would likely result in liability for REIT I, and that the Loan's cross-default and springing recourse provisions likely mean any exercise of remedies against the Non-Debtor Entities could trigger additional liability for REIT I. The extension is sought solely to maintain the status quo, avoid triggering any potential events of default under the Loan, and provide time to obtain DIP financing that may allow the Debtors to realize both the economic and legal title to the interests in the Non-Debtor Entities; the Debtors assert that any delay would likely cause immediate and irreparable harm, including the potential loss of their current economic interests in those entities.

Other First-Day Relief

Key Dates