DALLAS, Nov. 19, 2013 /PRNewswire/ -- Ashford
Hospitality Trust, Inc. (NYSE: AHT) ("Ashford Trust" or the
"Company") announced today that it has completed the previously
announced spin-off of Ashford Hospitality Prime, Inc. (NYSE: AHP)
("Ashford Prime"). Starting tomorrow, November 20, 2013, Ashford Prime will trade on
the New York Stock Exchange ("NYSE") under the ticker symbol "AHP,"
and Ashford Trust's shares of common stock will continue to trade
on the NYSE under the ticker symbol "AHT."
Following the spin-off, Ashford Prime is now an independent and
conservatively capitalized publicly-traded 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. Ashford Prime is
externally advised by Ashford Hospitality Advisors, a subsidiary of
Ashford Trust.
Ashford Trust completed the spin-off by distributing a pro-rata
taxable dividend of Ashford Prime common stock to Ashford Trust
stockholders of record as of the close of business of the NYSE on
November 8, 2013 (the "Record
Date"). The distribution was based on a distribution ratio of
one share of Ashford Prime common stock for every five shares of
Ashford Trust common stock held by such stockholder on the Record
Date. An information statement concerning the details
regarding the distribution of Ashford Prime common stock and its
business and management following the spin-off was mailed to
Ashford Trust stockholders prior to the Distribution
Date.
Following the distribution, 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. The distribution of these shares was made in
book-entry form, which means that no physical share certificates
were issued. 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.
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.ahtreit.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.
BofA Merrill Lynch served as financial advisor to Ashford
Trust in connection with the spin-off. 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 ratio of Ashford Prime.
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 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.