DALLAS, Oct. 31, 2014 /PRNewswire/ -- Ashford Hospitality
Trust, Inc. (NYSE: AHT) ("Ashford Trust" or the "Company")
announced today that its Board of Directors has formally declared
the conditional distribution of shares of common stock of Ashford
Inc. (NYSE MKT: AINC) ("Ashford Inc."), a wholly owned subsidiary
of Ashford Trust. The distribution will consist of common
stock representing at least 40% of the outstanding shares of
Ashford Inc. and will be distributed to Ashford Trust
shareholders. The Board may increase the distribution ratio
up to the business day preceding the distribution date to allow
Ashford Trust to distribute as much as 100% of the common stock of
Ashford Inc. Following the distribution, Ashford Inc. will be
an independent asset management company with long-term, external
advisory agreements in place to advise Ashford Trust and Ashford
Hospitality Prime (NYSE: AHP) ("Ashford
Prime").
The spin-off will be completed through a pro-rata taxable
dividend of Ashford Inc. common stock on November 12, 2014 (the "Distribution Date") to
Ashford Trust stockholders of record ("Ashford Trust Record
Holders") as of the close of business of the New York Stock
Exchange ("NYSE") on November 11,
2014 (the "Record Date"). On the Distribution Date,
each Ashford Trust stockholder will receive at least one share of
Ashford Inc. common stock for every 137 shares of Ashford Trust
common stock held by such stockholder on the Record Date; however,
if Ashford Trust distributes 100% of the common stock of Ashford
Inc., each Ashford Trust stockholder will receive one share of
Ashford Inc. common stock for every fifty-five (55) shares of
Ashford Trust common stock held by such stockholder on the Record
Date. The distribution of these shares will be made in
book-entry form, which means that no physical share certificates
will be issued.
No fractional shares of Ashford Inc. common stock will be
issued. Fractional shares of Ashford Inc. stock to which
Ashford Trust Record Holders would otherwise be entitled will be
aggregated and, after the distribution, sold in the open market by
the distribution agent. The aggregate net proceeds of the
sales will be distributed in a pro rata manner as cash payments to
those shareholders of record who would otherwise have received
fractional shares of Ashford Inc. common stock. Ashford Trust
stockholders should consult their tax advisors with respect to U.S.
federal, state, local and foreign tax consequences of the Ashford
Inc. spin-off.
Following the spin-off, Ashford Trust's shares of common stock
will continue to trade on the NYSE under the ticker symbol
"AHT." Ashford Inc. intends to have its common stock listed
on the NYSE MKT under the symbol "AINC." An information
statement concerning the details regarding the distribution of
Ashford Inc. common stock and its business and management following
the spin-off will be mailed to Ashford Trust stockholders of record
on the Record Date.
Beginning on or about November 7,
2014 and continuing through the Distribution Date, it is
expected that there will continue to be a "regular-way"
market for Ashford Trust common stock but there will not be an
"ex-distribution" market because of the uncertainty as to the
distribution ratio prior to the distribution date. Shares of
Ashford Trust common stock that trade in the "regular-way" market
will trade with an entitlement to shares of common stock of Ashford
Inc. distributed pursuant to the spin-off. Thus, Ashford
Trust common stock purchased in the "regular-way" market up to the
November 12, 2014 Distribution Date
will trade with an entitlement to shares of the common stock of
Ashford Inc. distributed pursuant to the spin-off, and 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 Inc. in the spin-off. 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.
Furthermore, on or about November 7,
2014 and continuing through the Distribution Date, it is
expected that there will be a "when-issued" market in the common
stock of Ashford Inc. under the symbol "AINC WI."
"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 Inc. 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
Inc.'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
12, 2014. Ashford Trust shareholders may trade their
entitlement to the minimum distribution of shares of common stock
of Ashford Inc., without trading the owned shares of Ashford Trust
common stock, in the "when-issued" market. If Ashford Trust
adjusts the distribution ratio such that it distributes greater
than 40% of the Ashford Inc. common stock, there will be no market
for trading the entitlement to shares in excess of the minimum
distribution in advance of trading in the "regular-way"
market. On the first trading day following the Distribution
Date, expected to be November 13,
2014, "when-issued" trading with respect to Ashford Inc.
common stock will end and "regular-way" trading will begin under
the symbol "AINC." Before the spin-off, Ashford Trust and
Ashford Inc. will enter into a separation agreement and various
other agreements related to the spin-off, as described in the
information statement.
The distribution is conditioned upon the Ashford Inc.
registration statement on Form 10, filed with the Securities and
Exchange Commission being effective and a final determination as of
the Record Date by the Ashford Trust board of directors that the
distribution remains in the best interest of Ashford Trust and its
stockholders and that, taking into account current market
conditions, the distribution is still advisable. The Board
reserves the right to rescind the distribution if it is unable to
make these determinations.
Morgan Stanley served as financial advisor to Ashford Trust in
connection with the spin-off.
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.
Follow Chairman and CEO Monty
Bennett on Twitter at www.twitter.com/MBennettAshford or
@MBennettAshford.
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."
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 Trust'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 Trust'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.