Ashford Trust Sets Record Date And Distribution Date For Spin-Off Of Ashford
DALLAS, Oct. 30, 2013
DALLAS, Oct. 30, 2013 /PRNewswire/ --Ashford Hospitality Trust, Inc. (NYSE:
AHT) ("Ashford Trust" or the "Company") announced today that its Board of
Directors has formally declared the distribution of shares of common stock of
Ashford Hospitality Prime, Inc. (NYSE: AHP) ("Ashford Prime"), a wholly owned
subsidiary of Ashford Trust. The distribution will consist of 100% of the
common stock of Ashford Prime, which will be distributed to Ashford Trust
shareholders. Ashford Prime will own approximately 65% of the Ashford Prime
operating partnership. Ashford Trust will own 20% of the Ashford Prime
operating partnership, while existing Ashford Trust operating partnership unit
holders will own the remaining approximate 15%. Following the distribution,
Ashford Prime will be an independent and conservatively capitalized
publicly-traded real estate investment trust ("REIT") focused on investing in
high RevPAR full-service and urban select-service hotels and resorts located
predominantly in domestic and international gateway markets that will be
externally advised by Ashford Advisors, a subsidiary of Ashford Trust.
The spin-off will be completed through a pro-rata taxable dividend of Ashford
Prime common stock on November 19, 2013 (the "Distribution Date") to Ashford
Trust stockholders of record ("Ashford Trust Record Holders") as of the close
of business of the New York Stock Exchange ("NYSE") on November 8, 2013 (the
"Record Date"). On the Distribution Date, each Ashford Trust stockholder will
receive one share of Ashford Prime common stock for every five shares of
Ashford Trust common stock held by such stockholder on the Record Date.
Immediately following the spin-off, there will be approximately 24.9 million
shares of Ashford Prime common stock and partnership units outstanding. This
will be comprised of approximately 16.1 million shares of Ashford Prime common
stock and 8.8 million partnership units, which includes the partnership units
issued to Ashford Trust reflecting its 20% ownership in Ashford Prime's
operating partnership. The distribution of these shares will be made in
book-entry form, which means that no physical share certificates will be
No fractional shares of Ashford Prime common stock will be issued. Fractional
shares of Ashford Prime stock to which Ashford Trust Record Holders would
otherwise be entitled will be aggregated and, after the distribution, sold in
the open market by the distribution agent. The aggregate net proceeds of the
sales will be distributed in a pro rata manner as cash payments to those
shareholders of record who would otherwise have received fractional shares of
Ashford Prime common stock. Ashford Trust stockholders should consult their
tax advisors with respect to U.S. federal, state, local and foreign tax
consequences of the Ashford Prime spin-off.
Following the spin-off, Ashford Trust's shares of common stock will continue
to trade on the NYSE under the ticker symbol "AHT." Ashford Prime intends to
have its common stock listed on the NYSE under the symbol "AHP." An
information statement concerning the details regarding the distribution of
Ashford Prime common stock and its business and management following the
spin-off will be mailed to Ashford Trust stockholders prior to the
Beginning on or about November 6, 2013 and continuing through the Distribution
Date, it is expected that there will be two markets in Ashford Trust common
stock: a "regular-way" market under the symbol "AHT," and an
"ex-distribution" market under the symbol "AHT WI." Shares of Ashford Trust
common stock that trade in the "regular-way" market will trade with an
entitlement to shares of common stock of Ashford Prime distributed pursuant to
the spin-off. Thus, Ashford Trust common stock purchased in the "regular-way"
market up to the November 19, 2013 Distribution Date will trade with an
entitlement to shares of the common stock of Ashford Prime distributed
pursuant to the spin-off, and Ashford Trust shareholders who sell shares of
Ashford Trust common stock in the "regular-way" market up to and including the
Distribution Date will be selling their right to receive shares of the common
stock of Ashford Prime in the spin-off. Shares that trade in the
"ex-distribution" market will trade without an entitlement to shares of the
common stock of Ashford Prime distributed pursuant to the spin-off. A
purchaser of Ashford Trust common stock after the close of business on the
Record Date who purchases those shares in the "ex-distribution" market up to
and including the Distribution Date will not receive the shares of common
stock of Ashford Prime distributed with respect to those shares of Ashford
Trust common stock. Ashford Trust stockholders are encouraged to consult with
their financial advisors regarding the specific implications of buying or
selling Ashford Trust common stock on or before the Distribution Date.
Furthermore, on or about November 6, 2013 and continuing through the
Distribution Date, it is expected that there will be a "when-issued" market in
the common stock of Ashford Prime under the symbol "AHP WI." "When-issued"
trading refers to a sale or purchase made conditionally because the security
has been authorized but not yet issued. The "when-issued" trading market will
be a market for shares of Ashford Prime common stock that will be distributed
to Ashford Trust shareholders on the Distribution Date. Shareholders of
Ashford Trust common stock at the close of business on the Record Date will be
entitled to receive shares of Ashford Prime's common stock distributed in the
spin-off as will shareholders who purchase Ashford Trust common stock in the
"regular-way" market up to November 19, 2013. Ashford Trust shareholders may
trade this entitlement to receive shares of common stock of Ashford Prime,
without the owned shares of Ashford Trust common stock, in the "when-issued"
market. On the first trading day following the Distribution Date, expected to
be November 20, 2013, "when-issued" trading with respect to Ashford Prime
common stock will end and "regular-way" trading will begin under the symbol
"AHP." Before the spin-off, Ashford Trust and Ashford Prime will enter into a
separation agreement and various other agreements related to the spin-off, as
described in the information statement.
On the Distribution Date, Ashford Prime is expected to have a new $150 million
secured credit facility with Bank of America, N.A. acting as sole
administrative agent. Other participating lenders include Credit Agricole,
Credit Suisse, Deutsche Bank, KeyBank, and Morgan Stanley. BofA Merrill Lynch
served as financial advisor to Ashford Trust in connection with the spin-off.
Ashford Hospitality Trust is a real estate investment trust (REIT) focused on
investing opportunistically in the hospitality industry across all segments
and at all levels of the capital structure primarily within the United States.
Ashford Hospitality Prime will be a conservatively capitalized real estate
investment trust (REIT) focused on investing in high RevPAR full-service and
urban select-service hotels and resorts located predominantly in domestic and
international gateway markets.
Follow Chairman and CEO Monty Bennett on Twitter at
www.twitter.com/MBennettAshford or @MBennettAshford.
Certain statements and assumptions in this press release contain or are based
upon "forward-looking" information and are being made pursuant to the safe
harbor provisions of the Private Securities Litigation Reform Act of 1995.
These forward-looking statements are subject to risks and uncertainties. When
we use the words "will likely result," "may," "anticipate," "estimate,"
"should," "expect," "believe," "intend," or similar expressions, we intend to
identify forward-looking statements. Such statements are subject to numerous
assumptions and uncertainties, many of which are outside Ashford's control.
These forward-looking statements are subject to known and unknown risks and
uncertainties, which could cause actual results to differ materially from
those anticipated, including, without limitation: general volatility of the
capital markets and the market price of our common stock; changes in our
business or investment strategy; availability, terms and deployment of
capital; availability of qualified personnel; changes in our industry and the
market in which we operate, interest rates or the general economy; the degree
and nature of our competition; the satisfaction of the conditions to the
completion of the spin-off; and the estimated timing of completion. These and
other risk factors are more fully discussed in Ashford's filings with the
Securities and Exchange Commission.
The forward-looking statements included in this press release are only made as
of the date of this press release. Investors should not place undue reliance
on these forward-looking statements. We are not obligated to publicly update
or revise any forward-looking statements, whether as a result of new
information, future events or circumstances, changes in expectations or
SOURCE Ashford Hospitality Trust, Inc.
Contact: David Kimichik, Chief Financial Officer, (972) 490-9600, Deric
Eubanks, SVP - Finance, (972) 490-9600, Elise Chittick, Investor Relations,
(972) 778-9487, or Scott Eckstein, Financial Relations Board, (212) 827-3766
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