DALLAS, Feb. 16, 2017 /PRNewswire/ -- Ashford Hospitality
Prime, Inc. (NYSE: AHP) ("Ashford Prime" or the "Company") today
announced that it has entered into a Settlement Agreement with
Sessa Capital (Master), L.P. (together with its affiliates, "Sessa
Capital") pursuant to which the Company will welcome to the board
two of Sessa Capital's prior nominees for election to the Company's
board of directors. The appointment of these new directors
will bring the total number of directors to ten and the total
independent directors to eight. Pursuant to the Settlement
Agreement, the Company and Sessa Capital will also jointly select
an additional independent director to be added to the board.
In addition, two incumbent directors of the Company have agreed not
to stand for re-election at Ashford Prime's 2017 Annual Meeting of
Shareholders, in accordance with the terms of the Settlement
Agreement.
"We believe these new independent directors will add additional
valuable experience and a fresh perspective to the Ashford Prime
board," said Monty J. Bennett,
Ashford Prime's Chairman. "We look forward to working with
our new directors to continue advancing Ashford Prime's priorities
and generating attractive returns for our shareholders."
John Petry, Founder of Sessa
Capital, commented, "We are pleased that Ashford Prime has taken
the important step of refreshing its board. These new
independent directors will strengthen the Ashford Prime
board. We look forward to working collaboratively with
Ashford Prime to identify an additional new independent director to
further enhance the board."
Under the terms of the Settlement Agreement, Ashford Prime and
Sessa Capital have agreed to various provisions continuing at least
until prior to the 2019 Annual Meeting of Shareholders, and to
dismiss all pending litigation. Sessa Capital has also agreed
to vote all of its shares in accordance with the board's
recommendations on any proposals presented at a meeting of Ashford
Prime shareholders, subject to certain exceptions relating to
extraordinary transactions and amendments to the Advisory
Agreement.
The full agreement with Sessa Capital will be filed in a Current
Report on Form 8-K with the Securities and Exchange Commission.
Cadwalader, Wickersham & Taft LLP served as legal counsel to
Ashford Prime, and Olshan Frome Wolosky LLP served as legal counsel
to Sessa Capital.
About Ashford Prime
Ashford Hospitality Prime is a real estate investment trust
(REIT) focused on investing in luxury hotels and resorts.
Ashford has created an Ashford App for the hospitality REIT
investor community. The Ashford App is available for free
download at Apple's App Store and
the Google Play Store by searching "Ashford."
About Sessa Capital
Sessa Capital is a New
York-based investment advisor focused on value and special
situation investing. Sessa Capital seeks opportunities across
the capital structure in both domestic and international companies
undergoing significant change.
Forward Looking Statements
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. Forward-looking statements in this press release
include, among others, statements about the implied share price for
the Company's common stock. 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 Prime'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; our ability to successfully complete and integrate
acquisitions, and manage our planned growth, and the degree and
nature of our competition. These and other risk factors are
more fully discussed in Ashford Prime'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 otherwise.
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SOURCE Ashford Hospitality Prime, Inc.