CNL Hotels & Resorts, Inc. Agrees to Sell in a $6.6 Billion Transaction
January 19 2007 - 12:52AM
PR Newswire (US)
ORLANDO, Fla., Jan. 19 /PRNewswire/ -- CNL Hotels & Resorts,
Inc. ("CHR" or the "Company"), the nation's second largest hotel
real estate investment trust, announced today that it has signed a
definitive agreement to be acquired by Morgan Stanley Real Estate.
The transaction provides that funds managed by Morgan Stanley Real
Estate will acquire CHR for $20.50 per share in cash, representing
an aggregate purchase price of approximately $6.6 billion for all
of CHR's outstanding common stock and the assumption of CHR's
outstanding debt. In connection with this transaction and included
in the aggregate purchase price, CHR will sell 51 properties to
Ashford Hospitality Trust (NYSE:AHT) for proceeds of approximately
$2.4 billion immediately prior to the transaction with Morgan
Stanley Real Estate. Upon completion of this transaction, Morgan
Stanley Real Estate will own a collection of the country's premier
iconic lodging assets. The portfolio is comprised of eight luxury
properties located in six destination markets throughout the United
States and operated under internationally recognized brand names.
The hotels include: -- Three properties in Hilton's Waldorf=Astoria
Collection: -- The Grand Wailea Resort Hotel & Spa in Maui,
Hawaii, -- The La Quinta Resort & Club and PGA West in La
Quinta, California, and -- The Arizona Biltmore Resort & Spa in
Phoenix, Arizona, -- And in addition: -- The Ritz-Carlton Orlando
and JW Marriott Orlando at the Grande Lakes Resort, -- The Doral
Golf Resort & Spa, a Marriott Resort in Miami, Florida, -- The
JW Marriott Desert Ridge Resort & Spa in Phoenix, Arizona, and
-- The Claremont Resort & Spa in Berkeley, California. "This
acquisition is a unique opportunity to acquire eight top-quality
resort properties diversified across key U.S. travel destinations,"
said Michael Franco, Managing Director, and Morgan Stanley Real
Estate. "We believe that these types of luxury hotels are extremely
hard to replicate and will exhibit excellent future growth from
increased corporate group travel and leisure travelers seeking a
one-of-a-kind experience." Thomas J. Hutchison III, CHR's Chief
Executive Officer, stated, "We believe our ability to acquire great
real estate, particularly focused in the luxury and upper-upscale
segments, along with our dedication to strong asset management,
positioned the Company for this opportunity to deliver value to our
shareholders." The Transaction Morgan Stanley Real Estate will pay
CHR's shareholders a consideration of $20.50 per share. -- The
transaction has been unanimously approved by the Boards of
Directors of CHR, Morgan Stanley Real Estate and Ashford
Hospitality Trust. -- The transaction is subject to the approval of
CHR's shareholders and other customary closing conditions. The
transaction is expected to close in the second quarter of 2007. --
Banc of America Securities LLC, UBS Investment Bank and Houlihan
Lokey acted as financial advisors to CHR on the transaction and
Sidley Austin LLP and Venable LLP acted as CHR's legal counsel. --
Morgan Stanley advised Morgan Stanley Real Estate and Goodwin
Procter LLP provided legal counsel. In connection with the proposed
transaction, CHR will file with the Securities and Exchange
Commission ("SEC") a Proxy Statement on Schedule 14A containing
information and certain documents regarding the proposed
transaction in connection with approval of the transaction by
shareholders of CHR. Shareholders of CHR are urged to carefully
read the Proxy Statement and related documents in their entirety
when they become available because they will contain important
information about the proposed transaction. CHR and its respective
directors and executive officers and other members of management
may be deemed participants in the solicitation of proxies in
respect to the proposed transaction. Information regarding the
directors and executive officers of CHR is available in CHR's
Annual Report on Form 10-K for the year ended December 31, 2005,
which was filed with the SEC on March 31, 2006. Prior to this
transaction, in December of 2006, CHR agreed to sell 32 assets to
an affiliate of Whitehall Street Global Real Estate Limited
Partnership 2005 for $405 million. This sale is scheduled to close
in the first quarter of 2007. Background About CNL Hotels &
Resorts, Inc. CNL Hotels & Resorts, Inc. is a leading real
estate investment trust and owner of one of the most distinctive
portfolios in the lodging industry. With a focus on luxury and
upper-upscale properties, the Company, subsequent to its planned
sale of 32 assets to an affiliate of Whitehall, scheduled to close
in the first quarter of 2007, has approximately $6.0 billion in
total assets with 59 hotels and resorts across North America that
operate under premium brands such as The Waldorf=Astoria
Collection, The Ritz-Carlton, JW Marriott, Marriott, Hilton, and
Hyatt. For more information, please visit
http://www.cnlhotels.com/. About Morgan Stanley Real Estate Morgan
Stanley Real Estate is comprised of three major global businesses:
Investing, Banking and Lending. Since 1991, Morgan Stanley has
acquired $102.0 billion of real estate assets worldwide and
currently manages $60.5 billion in real estate assets on behalf of
its clients. In addition, Morgan Stanley Real Estate provides a
complete range of market-leading investment banking services to its
clients, including advice on strategy, mergers, acquisitions and
restructurings, as well as underwriting public and private debt and
equity financings. Morgan Stanley is also a global leader in real
estate lending offering approximately $156.0 billion of CMBS
through the capital markets since 1997, including $35.5 billion in
2006. For more information about Morgan Stanley Real Estate, go to
http://www.morganstanley.com/realestate. Morgan Stanley (NYSE:MS)
is a leading global financial services firm providing a wide range
of investment banking, securities, investment management, wealth
management and credit services. The Firm's employees serve clients
worldwide including corporations, governments, institutions and
individuals from more than 600 offices in 30 countries. For further
information about Morgan Stanley, please visit
http://www.morganstanley.com/. About Ashford Hospitality Trust
Ashford Hospitality Trust is a self-administered real estate
investment trust focused on investing in the hospitality industry
across all segments and at all levels of the capital structure,
including direct hotel investments, first mortgages, mezzanine
loans and sale-leaseback transactions. Additional information can
be found on the Company's web site at http://www.ahtreit.com/
Certain items in this press release may constitute forward-looking
statements within the meaning of the Private Securities Litigation
Reform Act of 1995, including, but not limited to, statements
regarding the consummation of the sale of the Company and expected
timing thereof, the expected aggregate value of the Company, the
expected purchase price per share for the sale of the Company, the
future performance of the portfolio, amount of proceeds, the
consummation of the sale of thirty-two assets and expected timing
thereof, and other statements that are not historical facts, and/or
statements containing words such as "anticipate(s)," "expect(s),"
"intend(s)," "plan(s)," "could", "target(s)," "project(s)," "will,"
"believe(s)," "seek(s)," "estimate(s)" and similar expressions.
These statements are based on management's current expectations,
beliefs and assumptions and are subject to a number of known and
unknown risks, uncertainties and other factors, including those
outside of our control that could lead to actual results materially
different from those described in the forward-looking statements.
CNL Hotels & Resorts, Inc. (the "Company") can give no
assurance that its expectations will be attained. Factors that
could cause actual results to differ materially from the Company's
expectations and those described in the forward looking statements
include, but are not limited to: the failure of closing conditions
to be satisfied, ability of the acquiring companies to obtain
financing necessary to consummate the transaction; changes in
market conditions for hotels and resorts; the occurrence of
terrorist activities or other disruptions to the travel and leisure
industries; the failure of the Company's shareholders to approve
the transaction; and such other risk factors as may be discussed in
our Annual Report on Form 10-K and other filings with the
Securities and Exchange Commission. Such forward-looking statements
speak only as of the date of this press release. The Company
expressly disclaims any obligation to release publicly any updates
or revisions to any forward-looking statements contained herein to
reflect any change in the Company's expectations with regard
thereto or any change in events, conditions or circumstances on
which any such statement is based. DATASOURCE: CNL Hotels &
Resorts, Inc. CONTACT: C. Brian Strickland, EVP, CFO &
Treasurer of CNL Hotels & Resorts, Inc., +1-407-650-1510;
Alyson D'Ambrisi, Vice President of Morgan Stanley Real Estate,
+1-212-761-4649 Web site: http://www.morganstanley.com/realestate
http://www.ahtreit.com/ http://www.cnlhotels.com/
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