DALLAS, Nov. 6, 2013 /PRNewswire/ -- Ashford
Hospitality Trust, Inc. (NYSE: AHT) ("Ashford Trust" or the
"Company") announced today that, in connection with the previously
announced spin-off of Ashford Hospitality Prime, Inc. (NYSE: AHP)
("Ashford Prime"), shares of
Ashford Prime common stock and
Ashford Trust common stock ex-distribution are expected to begin
trading today on a "when-issued" basis on the New York Stock
Exchange ("NYSE"), under the symbols "AHP WI" and "AHT WI,"
respectively, and continuing through November 19, 2013 (the "Distribution Date").
Shares of Ashford Trust common stock that trade in the
"regular-way" market under the symbol "AHT" will continue to trade
with an entitlement to shares of common stock of Ashford Prime distributed pursuant to the
spin-off up to the Distribution Date.
The spin-off will be completed through a pro-rata taxable
dividend of Ashford Prime common
stock on the Distribution Date to Ashford Trust stockholders of
record as of the close of business of the 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 issued.
Starting today, 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.
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, a wholly owned
subsidiary of Ashford Trust, 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 Distribution Date.
"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.
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
otherwise.
SOURCE Ashford Hospitality Trust, Inc.