UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): March 30 27, 2020

~~CAREY~~Carey ~~WATERMARK~~Watermark ~~INVESTORS~~Investors ~~INCORPORATED~~Incorporated

(Exact Name of Registrant as Specified in its Charter)

000-54263		26-2145060
(Commission File Number)		(I.R.S. Employer Identification No.)
50 Rockefeller Plaza, New York, NY		10020
(Address of Principal Executive Offices)		(Zip Code)
Registrant’s telephone number, including area code: (212) 492-1100
(Former Name or Former Address, if Changed Since Last Report)

Maryland

(State or Other Jurisdiction of Incorporation)

000-54263		26-2145060
(Commission File Number)		(IRS Employer Identification No.)

50 Rockefeller Plaza, New York, NY		10020
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (212) 492-1100

(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 (see General Instruction A.2. below):

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

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

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

o ¨ 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	Trading Symbol(s)	Name of each exchange on which registered
None	N/A	N/A

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

Emerging growth company o ¨

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. o ¨

Item 8 1.01 —–– ~~Other~~Entry ~~Events~~into a Material Definitive Agreement.

OnAs ~~March~~previously 25announced, ~~2020~~on October 22, 2019, ~~pursuant~~Carey toWatermark ~~Section~~Investors 36Incorporated of(“CWI 1”), ~~the~~Carey ~~Securities~~Watermark ~~Exchange~~Investors ~~Act~~2 ofIncorporated ~~1934~~(“CWI 2”), and ~~the~~Apex ~~Securities~~Merger ~~and~~Sub ~~Exchange~~LLC ~~Commission issued~~(“Merger ~~Order~~Sub”) ~~Release~~entered ~~No.~~into ~~34-88465~~an Agreement and Plan of Merger (the ~~"Order"~~“merger agreement”). The ~~granting~~merger ~~exemptions~~agreement toprovides ~~registrants~~that ~~subject~~either toCWI 1 or CWI 2 may terminate the ~~reporting~~merger ~~requirements~~agreement ofif the ~~Exchange~~merger ~~Act~~contemplated ~~Section~~thereby ~~13(a)~~is ornot ~~15(d)~~consummated ~~due~~on toor ~~circumstances~~before ~~related~~11:59 top.m., ~~the~~New ~~coronavirus~~York ~~disease~~time, ~~2019~~on March 31, 2020 (~~COVID-19~~the “Outside Date”).

~~Due~~On to the circumstances related to COVID-19, Carey Watermark Investors Incorporated (the "Company" or "CWI 1") is relying on the Order with respect to the Company's Form 10-K ("Form 10-K") for the fiscal year ended December 31, 2019. Absent the Order, the Form 10-K is due on March 3027, 2020~~. The Company is unable to file the Form 10-K on a timely basis due to an unexpected delay~~, ~~outside of the Company's control, of the pending business combination of the Company and Carey Watermark Investors 2 Incorporated ("~~CWI 2") (the "Proposed Merger"), which had been expected to close by the Form 10-K filing deadline of March 30, 2020 and would have terminated the Company's Form 10-K filing obligation. Due to the restrictions on business activities and gatherings related to the COVID-19 outbreak ~~that have been imposed in New York State~~1, ~~the date and location of the special meetings of stockholders of~~ CWI ~~1 and CWI~~ 2 ~~previously scheduled to be held in New York City on March 26~~, ~~2020 in connection with the Proposed~~ and Merger ~~had~~Sub toentered beinto ~~changed to~~ a ~~virtual~~letter ~~meeting~~agreement ~~format to be held on April 8, 2020, therefore delaying~~ (the ~~closing~~“letter ofagreement”) ~~the Proposed Merger. The Company does not expect~~ to ~~file~~extend the ~~Form~~Outside ~~10-K~~Date ~~for~~to ~~the~~May ~~fiscal year ended December~~ 31, 2019 if the Proposed Merger closes as planned after the special meetings of stockholders of CWI 1 and CWI 2, but if the Proposed Merger does not close before the 45-day extension granted by the Order, the Company will file the Form 10-K no later than 45 days after the original due date2020.

The ~~following~~foregoing ~~risk~~description ~~factors~~of ~~explain~~the ~~how~~letter agreement ~~the~~does ~~Company's~~not ~~business~~purport ~~could~~to be ~~impacted~~complete and is qualified in its entirety by ~~COVID-19:~~reference to the letter agreement, which is filed as Exhibit 2.1 hereto and incorporated herein by reference.

~~The Current COVID~~Forward-19Looking ~~Pandemic~~Statements

~~The~~This ~~extent~~communication ofcontains ~~the~~forward-looking statements ~~effects~~within on the ~~businesses~~meaning of ~~CWI~~the 1,Securities ~~CWI~~Act 2of 1933 and the ~~combined~~Securities ~~company~~Exchange ~~from~~Act ~~the~~of ~~current~~1934, ~~COVID-19~~both ~~pandemic~~as ~~continue~~amended toby ~~emerge~~the ~~and~~Private Securities ~~cannot~~Litigation beReform ~~predicted~~Act ~~with~~of ~~certainty~~1995. ~~Both~~The ~~companies~~forward-looking ~~have~~statements ~~experienced~~include, ~~significant~~among ~~cancellations~~other ofthings, ~~rooms~~statements ~~and~~regarding ~~conferences~~the intent, ~~and~~belief ~~the~~or ~~combined~~expectations ~~company~~of ~~will~~CWI ~~experience~~2 ~~additional~~or ~~cancellations~~CWI 1 and ~~reduced~~can ~~new~~be ~~bookings~~identified ~~until~~by the ~~spread~~use of ~~the~~words ~~virus,~~such oras ~~the~~“may,” ~~fear~~“will,” of“should,” ~~its spread~~“would,” ~~subsides.~~“will ~~In addition~~be,” ~~government-imposed~~“will ~~restrictions~~continue,” on“will ~~travel~~likely ~~and~~result,” ~~large~~“believe,” ~~gatherings~~“project,” ~~are~~“expect,” ~~affecting~~“anticipate,” ~~the~~“intend,” ~~performance~~“estimate” and ofother ~~all~~comparable ~~of our hotels~~terms. ~~Moreover,~~The ~~operations~~forward-looking ~~will~~statements beinclude ~~negatively~~but ~~affected~~are ifnot ~~the~~limited ~~hotel~~to ~~employees~~statements ~~are~~regarding: ~~quarantined~~projections as to the ~~result~~anticipated benefits of ~~exposure~~the toproposed transaction; the ~~virus.~~ability Into ~~addition,~~close ~~each~~the ~~company~~proposed transaction; the strategic rationale and transaction benefits; the combined company’s ~~are~~corporate ~~facing~~strategy ~~significant~~and ~~costs~~capital ~~related~~structure; the ability to ~~temporary~~execute ~~reductions~~future liquidity intransactions ~~service~~including ata ~~their~~public ~~respective~~listing ~~hotels~~or initial public offering; and estimated or ~~closures~~future economic performance and results, including the amount and timing of ~~their~~any ~~respective~~future ~~hotels~~cost savings, ~~including~~synergies, asdividends, aprofitability, ~~result~~distribution coverage, reduction of ~~employee~~indebtedness, ~~terminations~~asset orsales ~~furlough~~and ~~arrangements~~estimated future growth.

WeThe ~~currently~~statements ~~expect~~are ~~that~~based ~~reductions~~on inthe current ~~cash~~expectations, ~~flow~~estimates, assumptions and ~~deterioration~~projections inof ~~hotel~~CWI ~~performance~~2’s ~~will~~and ~~likely~~CWI ~~cause~~1’s amanagement. ~~significant~~It is important to note that actual results could be materially different from those projected in such forward-looking statements. There are a number of ~~the~~risks ~~combined~~and ~~company’s~~uncertainties ~~hotels~~that could cause actual results to ~~enter~~differ ~~cash~~materially ~~management~~from ~~agreements~~these ~~with~~forward-looking statements. ~~the~~Other ~~lenders~~unknown or unpredictable factors could also have material adverse effects on ~~our~~CWI ~~mortgage~~2’s ~~loan~~or ~~agreements~~CWI by1’s business, ~~the~~financial ~~end~~condition, liquidity, results of ~~2020~~operations, ~~absent~~earnings ~~relief~~metrics, funds from ~~lenders~~operations or(“FFO”) metrics, ~~government~~and ~~intervention~~prospects. InYou ~~addition~~should exercise caution in relying on forward-looking statements as they involve known and unknown risks, ~~approximately~~uncertainties ~~$155~~and other factors that may materially affect our future results, performance, achievements or transactions.5 ~~million~~Information ofon ~~indebtedness~~factors ofthat ~~CWI~~could 1impact actual results and ~~$121.8~~cause ~~million~~them ofto ~~indebtedness~~differ offrom what is anticipated in these forward-looking statements is included in CWI 2’s isand ~~scheduled~~CWI 1’s filings with the Securities and Exchange Commission (the “SEC”) from time to ~~mature~~time, ~~after~~including but not limited to those described in the ~~date~~Joint ofProxy Statement/Prospectus ~~this~~dated ~~Form~~January 13, 82020, as supplemented from time to time, in Item 1A. Risk Factors in CWI 2’s Annual Report on Form 10-K ~~through~~for ~~December~~the year ended December 31, ~~2020.~~2019, ~~This~~filed ~~indebtedness~~with isthe ~~nonrecourse~~SEC ~~mortgage~~on March 12, ~~indebtedness~~2020, and in Item 1A. Risk Factors in CWI 1’s ~~and~~Annual ~~CWI~~Report 2on ~~have~~Form 10-K ~~extension~~for ~~options~~the year ended December 31, 2018, filed with ~~respect~~the toSEC on March 15, 2019. Moreover, because CWI 2 and CWI 1 operate in a ~~portion~~very competitive ofand ~~such~~rapidly ~~indebtedness.~~changing Ifenvironment, ~~the~~new ~~companies~~risks are ~~unable~~likely to ~~repay,~~emerge ~~refinance~~from ortime ~~extend~~to ~~any~~time. ~~such~~Given ~~indebtedness~~these risks and uncertainties, ~~the~~potential ~~lenders~~investors ~~may~~are ~~declare~~cautioned ~~events~~not to place undue reliance on these forward-looking statements as a prediction of ~~default~~future ~~and~~results, ~~seek~~which tospeak ~~foreclose~~only onas of the ~~underlying~~date ~~hotels~~of this filing, unless noted otherwise. WeExcept ~~may~~as berequired ~~forced~~by federal tosecurities ~~sell~~laws ~~certain~~and ~~assets,~~the ~~potentially~~rules and atregulations ~~discounted~~of ~~prices~~the SEC, inCWI ~~order~~2 toand ~~raise~~CWI ~~cash~~1 do not undertake to ~~meet~~revise ~~our~~or ~~obligations~~update any forward-looking statements.

~~These~~- and other effects of the coronavirus are materially and adversely affecting the current business, results of operations, financial condition, cash flows, ability to meet financial covenants under financing arrangements and ability to pay dividends for each of CWI 1, CWI 2 and the combined company, and they are expected to continue to do so for the foreseeable future. The severity of the impact will depend on the duration of these conditions. These conditions could also magnify the adverse effects of the other risks described in the joint proxy statement/prospectus filed on January 13, 2020.-

~~The~~Additional ~~financial~~Information ~~condition~~ and ~~results~~Where ~~of operations of CWI 1, CWI 2 and the combined company will depend on access~~ to ~~cash~~Find ~~flow from operations, additional debt capital and, possibly, additional equity capital, all of which are subject to the~~It

~~performance~~This ofcommunication ~~each~~does ~~company’s~~not ~~hotel~~constitute ~~portfolio~~an offer asto ~~well~~sell asor ~~general~~the ~~market~~solicitation ~~and~~of ~~economic~~an ~~conditions~~offer ~~and~~to ~~other~~buy ~~factors~~any securities, ~~many~~and there shall not be any sale of securities, in any jurisdiction in which ~~are~~such ~~beyond~~offer, solicitation or sale would be unlawful prior to registration or qualification under the ~~control~~securities laws of any ~~the~~such ~~companies~~jurisdiction. ~~Any~~No ~~future~~offering ~~equity~~of ~~issuances~~securities ~~could~~will be ~~dilutive~~made except by means of a prospectus meeting the requirements of the federal securities laws. CWI 2 filed a Registration Statement on Form S-4 with the SEC, which was declared effective on January 13, 2020, and CWI 1 and CWI 2 mailed the Joint Proxy Statement/Prospectus and other relevant documents to ~~shareholders~~their security holders in connection with the proposed transaction on January 16, 2020, as supplemented from time to time. CWI 2 also filed a Notice of Change of Information, dated March 24, 2020, and CWI 1 and CWI 2 mailed the Notice of Change of Information on March 24, 2020.

~~The~~WE ~~ability~~URGE ofINVESTORS ~~CWI~~AND 1,SECURITY ~~CWI~~HOLDERS TO 2READ ~~and~~THE ~~the~~REGISTRATION ~~combined~~STATEMENT, ~~company~~JOINT toPROXY ~~execute~~STATEMENT/PROSPECTUS ~~their~~AND ~~respective~~ANY ~~business~~OTHER ~~strategies~~RELEVANT ~~depends~~DOCUMENTS onFILED ~~access~~WITH toTHE anSEC ~~appropriate~~BY ~~blend~~CWI 2 ofAND ~~cash~~CWI ~~flow~~1 ~~from~~IN ~~operations~~CONNECTION ~~and~~WITH ~~investments,~~THE ~~debt~~PROPOSED ~~financing,~~TRANSACTION ~~including~~BECAUSE ~~mortgage~~THEY ~~financing,~~CONTAIN ~~lines~~IMPORTANT ofINFORMATION ~~credit~~ABOUT ~~and other forms of secured and unsecured debt~~CWI 2, ~~and potentially equity financing~~CWI 1, AND ~~including~~THE ~~common~~PROPOSED equity and preferred equity, the availability of which will be affected by the performance of each company’s hotel portfolio as well as general market and economic conditions and other factors, many of which are beyond the control of the companiesTRANSACTION. ~~The~~INVESTORS ~~COVID-19~~AND ~~outbreak~~SECURITY ~~has~~HOLDERS ~~resulted~~ARE inURGED ~~severe~~TO ~~volatility~~READ ~~and~~THESE ~~disruption~~DOCUMENTS inCAREFULLY ~~the~~AND ~~financial~~IN ~~markets.~~THEIR ~~There can be no guarantee that financing will~~ ENTIRETY.

beInvestors ~~available~~and insecurity ~~sufficient~~holders ~~amounts,~~are onable to ~~favorable~~obtain ~~terms~~these ormaterials ~~at all,~~ and ~~any~~other ~~reduction in available financing may materially adversely affect CWI 1’s~~documents, ~~CWI~~free ~~2’s~~of ~~and~~charge at the ~~combined company~~SEC’s ~~financial~~website ~~condition and results of operation~~(http://www.sec.gov). IfIn ~~CWI 1~~addition, ~~CWI~~these materials 2will oralso ~~the~~be ~~combined~~available ~~company~~free ~~issues additional equity securities, instead~~ of ~~debt,~~charge toat ~~manage~~CWI ~~capital~~2’s ~~needs,~~website ~~the~~(http://www.careywatermark2.com) ~~interests~~or ofCWI ~~existing~~1’s ~~shareholders could be diluted~~website (http://www.careywatermark.com).

InParticipants ~~light~~in of the ~~impact~~Proxy ~~that the COVID-19 outbreak has had on the business of CWI 1 and CWI 2, there is no assurance as to when the combined company will commence paying distributions.~~Solicitation

InInformation ~~light~~regarding ~~of the impact that the COVID-19 outbreak has had on the business of~~ CWI ~~1 and CWI~~ 2,’s directors and ~~the~~executive ~~uncertainty~~officers asis toavailable ~~the~~in ~~ultimate~~its ~~severity~~Joint ~~and~~Proxy ~~duration~~Statement/Prospectus offiled with the ~~outbreak~~SEC ~~and~~by ~~its effects,~~ CWI ~~1 and CWI~~ 2 ~~have both announced that they would not pay distributions~~ on ~~their common stock in respect of the quarter ended March 31~~January 13, 2020, as insupplemented ~~order~~from totime ~~enable each company~~ to ~~retain cash and preserve financial flexibility. After the merger~~time, ~~the~~in ~~board~~connection ofwith ~~directors~~its ofspecial ~~the~~meeting ~~combined company will evaluate the continuing and future effects~~ of ~~the COVID-19 outbreak on the financial condition~~stockholders, ~~earnings, debt covenants~~ and ~~other~~information ~~possible~~regarding ~~needs~~CWI ~~for~~1’s directors ~~cash of the combined company,~~ and ~~applicable~~executive ~~law,~~officers inis ~~considering~~available ~~when to reinstitute distributions~~ in ~~the~~its ~~future~~Joint ~~and~~Proxy ~~the~~Statement/Prospectus ~~amounts~~filed ofwith ~~any such distributions. Stockholders of~~ the ~~combined~~SEC ~~company will have no contractual or other legal right to distributions that have not been authorized~~ by ~~the~~CWI ~~combined~~1 ~~company’s~~on ~~board of directors. There can be no assurance when or if distributions will be authorized in the future~~January 13, ~~and if authorized~~ 2020, ~~whether~~as ~~distributions~~supplemented ~~will~~from betime into ~~amounts consistent with distribution amounts or rates historically paid by CWI 1 and CWI 2~~time.

~~SIGNATURES~~Item 9.01 –– Financial Statements and Exhibits

~~Pursuant~~(d) ~~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, thereunto duly authorized.~~Exhibits

			Carey Watermark Investors Incorporated
Exhibit No.		Description
Date:	March 30, 2020
2.1		Letter agreement, dated March 27, 2020, by and among Carey Watermark Investors Incorporated, Carey Watermark Investors 2 Incorporated, and Apex Merger Sub LLC.
		By:	/s/ Noah K. Carter
			Noah K. Carter
			Chief Accounting Officer

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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, thereunto duly authorized.

	Carey Watermark Investors Incorporated

Date: March 31, 2020	By:	/s/ Susan C. Hyde
		Susan C. Hyde
		Chief Administrative Officer and Corporate Secretary

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