DALLAS, Nov. 11, 2014 /PRNewswire/ -- Ashford
Hospitality Trust, Inc. (NYSE: AHT) ("Ashford Trust" or the
"Company") announced today that its Board of Directors has
announced that the distribution ratio for the spin-off of Ashford
Inc. (NYSE MKT: AINC) common stock will be one share of Ashford
Inc. common stock for every 87 shares of Ashford Trust common stock
held by such stockholder on November 11,
2014 (the "Record Date"). Following the distribution,
Ashford Inc. will be an independent asset management company with
long-term, advisory agreements in place to advise Ashford Trust and
Ashford Hospitality Prime (NYSE: AHP) ("Ashford Prime"). Following the
distribution by Ashford Trust and the completion of the exchange
offer being conducted by Ashford Inc., approximately 70% of the
outstanding common stock of Ashford Inc. will be publicly held
(including shares held by officers and directors of Ashford Trust
and Ashford Inc.). The remaining approximate 30% of the
outstanding common stock of Ashford Inc. will be held by Ashford
Trust.
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 the Record Date. On the Distribution
Date, each Ashford Trust stockholder will receive one share of
Ashford Inc. common stock for every 87 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.
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.