CHICAGO, March 7, 2014 /PRNewswire/ -- Strategic
Hotels & Resorts, Inc. (NYSE: BEE) ("Strategic Hotels" or the
"Company") today announced that it has reached an agreement with
Orange Capital, LLC and agreed to appoint David W. Johnson to
the Company's Board of Directors. With the addition of
David W. Johnson, the Strategic
Hotels Board expands to 10 members, 9 of whom are independent and
all of whom are elected annually. Johnson will also be
included in the Company's slate of nominees for election to the
Board at the 2014 Annual Meeting of Shareholders.
"We are pleased to welcome Dave Johnson to our Board,"
said Raymond L. "Rip" Gellein, Chairman and Chief Executive Officer
of Strategic Hotels & Resorts, Inc. "Our Board comprises highly
qualified leaders and professionals across a range of disciplines,
and we believe Dave Johnson's
extensive hospitality experience will be very valuable as we
continue executing on our strategic plan. As always, we are
dedicated to creating value for our shareholders and appreciate the
constructive input from Orange Capital and other shareholders
regarding the Company's strategy. The Company will continue
to evaluate all opportunities to enhance shareholder value."
"Under Rip and the Board's leadership, Strategic Hotels has
taken positive steps to enhance governance and improve the
Company's balance sheet," said Daniel
Lewis, Managing Partner of Orange Capital. "This is
evidenced by the Board's decision to eliminate the shareholder
rights plan, conduct an independent review of the Company's
executive compensation plan, and the recent announcement of the
redemption of the Company's Series A Preferred Stock.
Strategic Hotels owns a highly unique luxury portfolio, and I am
confident the Company is on the right path to maximize value for
all shareholders."
In connection with today's announcement, Orange Capital has
withdrawn its notice of nomination of all of its director
candidates to the Strategic Hotels' Board and has agreed to vote
its shares in favor of each of the Company's nominees at the 2014
Annual Meeting. Furthermore, Orange Capital has agreed to a
customary standstill provision.
The complete agreement between Strategic Hotels and Orange
Capital will be filed on a Form 8-K with the Securities and
Exchange Commission.
About David W.
Johnson
Mr. Johnson currently serves as the President
and Chief Executive Officer of Aimbridge Hospitality, the nation's
second largest independent hotel investment and management firm,
which currently owns and/or manages over 200 upscale independent
and branded hotels with nearly 27,000 rooms across the United States and the Caribbean.
Prior to joining Aimbridge, Mr. Johnson spent 17 years at Wyndham
International serving in various capacities including Executive
Vice President/Chief Marketing Officer and President of Wyndham
Hotels.
Mr. Johnson received his bachelor's degree in Business Economics
from Northeastern Illinois University,
graduating with highest honors. Mr. Johnson currently serves
on several Boards of Directors including The Juvenile Diabetes
Research Foundation International, Meeting Professionals
International and Active International, and was recently on the
Board of Directors for Gaylord Entertainment.
About the Company
Strategic Hotels & Resorts, Inc.
is a real estate investment trust (REIT) which owns and provides
value-enhancing asset management of high-end hotels and resorts in
the United States and Europe. The Company currently has ownership
interests in 17 properties with an aggregate of 8,099 rooms and
847,000 square feet of meeting space. For a list of current
properties and for further information, please visit the Company's
website at http://www.strategichotels.com.
This press release contains forward-looking statements about
Strategic Hotels & Resorts, Inc. (the "Company"). Except for
historical information, the matters discussed in this press release
are forward-looking statements subject to certain risks and
uncertainties. Actual results could differ materially from the
Company's projections. Factors that may contribute to these
differences include, but are not limited to the following: the
effects of the recent global economic recession upon business and
leisure travel and the hotel markets in which the Company invests;
the Company's liquidity and refinancing demands; the Company's
ability to maintain compliance with covenants contained in the
Company's debt facilities; stagnation or further deterioration in
economic and market conditions, particularly impacting business and
leisure travel spending in the markets where the Company's hotels
operate and in which the Company invests, including luxury and
upper upscale product; general volatility of the capital markets
and the market price of the Company's shares of common stock;
availability of capital; the Company's ability to dispose of
properties in a manner consistent with the Company's investment
strategy and liquidity needs; hostilities and security concerns,
including future terrorist attacks, or the apprehension of
hostilities, in each case that affect travel within or to
the United States, Mexico, Germany, England or other countries where the Company
invests; difficulties in identifying properties to acquire and
completing acquisitions; the Company's failure to maintain
effective internal control over financial reporting and disclosure
controls and procedures; risks related to natural disasters;
increases in interest rates and operating costs, including
insurance premiums and real property taxes; contagious disease
outbreaks, such as the H1N1 virus outbreak; delays and
cost-overruns in construction and development; marketing challenges
associated with entering new lines of business or pursuing new
business strategies; the Company's failure to maintain the
Company's status as a REIT; changes in the competitive environment
in the Company's industry and the markets where the Company
invests; changes in real estate and zoning laws or regulations;
legislative or regulatory changes, including changes to laws
governing the taxation of REITs; changes in generally accepted
accounting principles, policies and guidelines; and litigation,
judgments or settlements.
Additional risks are discussed in the Company's filings with
the Securities and Exchange Commission, including those appearing
under the heading "Item 1A. Risk Factors" in the Company's most
recent annual report on Form 10-K and subsequent quarterly reports
on Form 10-Q. Although the Company believes the expectations
reflected in such forward-looking statements are based on
reasonable assumptions, it can give no assurance that its
expectations will be attained. The forward-looking statements are
made as of the date of this press release, and we undertake no
obligation to publicly update or revise any forward-looking
statement, whether as a result of new information, future events or
otherwise.
SOURCE Strategic Hotels & Resorts, Inc.