Ashford Prime To Begin Trading On New York Stock Exchange As Independent
Spin-off from Ashford Trust Creates New, High RevPAR Lodging REIT
DALLAS, Nov. 19, 2013
DALLAS, Nov. 19, 2013 /PRNewswire/ --Ashford Hospitality Prime, Inc. (NYSE:
AHP) ("Ashford Prime" or the "Company") announced today the successful
completion of its spin-off from Ashford Hospitality Trust, Inc. (NYSE: AHT)
("Ashford Trust"). The Company will begin "regular way" trading as an
independent public company on the New York Stock Exchange ("NYSE") under the
ticker symbol "AHP," starting tomorrow, November 20, 2013.
Ashford Prime has a strong foundation on which to build, with an initial
8-hotel portfolio totaling 3,146 rooms (2,912 owned rooms) and a trailing
12-month RevPAR of $147. The Company also has a purchase option to acquire
the Pier House Resort with $292 RevPAR and the Crystal Gateway Marriott with
$129 RevPAR from Ashford Trust, as well as a right-of-first-offer on 12
additional high RevPAR hotels in the Ashford Trust portfolio totaling 3,110
rooms. The Company has no debt maturities until 2017, and all debt is
non-recourse. Ashford Prime is externally advised by Ashford Hospitality
Advisors, a subsidiary of Ashford Trust.
Further, the Company's external advisory agreement differentiates it from
other external advisory agreements in the REIT industry. The agreement's
unique structure is designed to reduce the G&A expense burden by avoiding
duplication, and provides for management incentives only in the event of
outperformance versus a defined peer group; enabling investors to benefit from
the management team's extensive experience and tenure together.
"Today we celebrate the start of a new publicly-traded company, with the
benefits of a proven management team and a high RevPAR, high quality hotel
portfolio," said Monty J. Bennett, Ashford Prime's Chairman and Chief
Executive Officer. "Our management team has one of the best track records in
the lodging REIT sector. To us, this as an opportunity to create something
extraordinary; an entity with superb, high-quality hotel assets in attractive
markets, with a lower leverage profile and a reduced cost of capital, offering
a potential for growth and accretion greater than what we had available in the
Ashford Trust platform alone."
Ashford Trust completed the spin-off of Ashford Prime by distributing a
pro-rata taxable dividend of Ashford Prime common stock to Ashford Trust
stockholders. The distribution was based on a ratio of one share of Ashford
Prime common stock for every five shares of Ashford Trust common stock held by
stockholders of record as of the close of business of the NYSE on November 8,
2013 (the "Record Date"). Following the spin-off, there are approximately
24.9 million shares of Ashford Prime common stock and partnership units
outstanding. This is 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. An information statement concerning
the details of the spin-off has been mailed to Ashford Trust stockholders.
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. BofA Merrill Lynch served as financial advisor to Ashford Trust in
connection with the spin-off.
Prior to the spin-off, Ashford Trust and Ashford Prime entered into a
separation agreement and various other agreements related to the spin-off, as
described in the information statement. Please visit the Company's website at
www.ahpreit.com under the Investors section for additional information
regarding the spin-off, including links to filings with the U.S. Securities
and Exchange Commission (the "SEC").
In connection with the spin-off, Ashford Prime has entered into 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. The new credit
facility provides for a three-year term with two, one-year extension options
and bears interest at a range of 2.25% - 3.75% over LIBOR, depending on the
leverage level of the Company. The new credit facility includes the
opportunity to expand the borrowing capacity by up to $150 million to an
aggregate size of $300 million.
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 is 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; and the
degree and nature of our competition. These and other risk factors are more
fully discussed in Ashford's filings with the Securities and Exchange
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, Scott Eckstein, Financial Relations Board, (212) 827-3766
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