DALLAS, Nov. 19, 2013 /PRNewswire/ -- Ashford
Hospitality Prime, Inc. (NYSE: AHP) ("Ashford Prime" or the
"Company") announced today the successful completion of its
spin-off from Ashford Hospitality Trust, Inc. (NYSE: AHT) ("Ashford
Trust"). The Company will begin "regular way" trading as an
independent public company on the New York Stock Exchange ("NYSE")
under the ticker symbol "AHP," starting tomorrow, November 20, 2013.
Ashford Prime has a strong foundation on which to build, with an
initial 8-hotel portfolio totaling 3,146 rooms (2,912 owned rooms)
and a trailing 12-month RevPAR of $147. The Company also has a purchase
option to acquire the Pier House Resort with $292 RevPAR and the Crystal Gateway Marriott with
$129 RevPAR from Ashford Trust, as
well as a right-of-first-offer on 12 additional high RevPAR hotels
in the Ashford Trust portfolio totaling 3,110 rooms. The
Company has no debt maturities until 2017, and all debt is
non-recourse. Ashford Prime is externally advised by Ashford
Hospitality Advisors, a subsidiary of Ashford Trust.
Further, the Company's external advisory agreement
differentiates it from other external advisory agreements in the
REIT industry. The agreement's unique structure is designed
to reduce the G&A expense burden by avoiding duplication, and
provides for management incentives only in the event of
outperformance versus a defined peer group; enabling investors to
benefit from the management team's extensive experience and tenure
together.
"Today we celebrate the start of a new publicly-traded company,
with the benefits of a proven management team and a high RevPAR,
high quality hotel portfolio," said Monty
J. Bennett, Ashford Prime's Chairman and Chief Executive
Officer. "Our management team has one of the best track
records in the lodging REIT sector. To us, this as an
opportunity to create something extraordinary; an entity with
superb, high-quality hotel assets in attractive markets, with a
lower leverage profile and a reduced cost of capital, offering a
potential for growth and accretion greater than what we had
available in the Ashford Trust platform alone."
Ashford Trust completed the spin-off of Ashford Prime by
distributing a pro-rata taxable dividend of Ashford Prime common
stock to Ashford Trust stockholders. The distribution was
based on a ratio of one share of Ashford Prime common stock for
every five shares of Ashford Trust common stock held by
stockholders of record as of the close of business of the NYSE on
November 8, 2013 (the "Record
Date"). Following the spin-off, 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. An information statement concerning the details
of the spin-off has been mailed to Ashford Trust
stockholders. 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. BofA Merrill
Lynch served as financial advisor to Ashford Trust in connection
with the 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.ahpreit.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.
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 level of the
Company. 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.