DALLAS, July 13, 2015 /PRNewswire/ -- Ashford Hospitality
Trust, Inc. (NYSE: AHT) ("Ashford Trust" or the "Company")
announced today that its Board of Directors has declared the
distribution of its remaining units and shares of common stock of
Ashford Hospitality Prime, Inc. (NYSE: AHP) ("Ashford Prime"). Ashford Trust currently
owns approximately 5.0 million common units of Ashford Hospitality
Prime Limited Partnership, the operating partnership of
Ashford Prime. Common unit
holders of Ashford Hospitality Trust Limited Partnership will
receive their pro rata share of Ashford Hospitality Prime Limited
Partnership common units, while Ashford Trust common shareholders
will receive their pro rata share of the approximately 4.1 million
Ashford Prime common shares to be
received upon redemption of Ashford Hospitality Prime Limited
Partnership common units. Ashford Trust is not currently
contemplating selling or distributing any of its ownership in
Ashford, Inc. at this time.
The distribution to Ashford Trust common shareholders will be
completed through a pro-rata, taxable dividend of Ashford Prime common stock on July 27, 2015 (the "Distribution Date") to
stockholders of record ("Ashford Trust Record Holders") as of the
close of business of the New York Stock Exchange on July 20, 2015 (the "Record Date"). On the
Distribution Date, each Ashford Trust Record Holder will receive
approximately 0.04 shares of Ashford
Prime common stock for every share of Ashford Trust common
stock held by such stockholder on the Record Date. After the
distribution, Ashford Trust will not have any ownership interest in
Ashford Prime. 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
Prime common stock will be issued. Fractional shares
of Ashford Prime common 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
the Ashford Trust Record Holders who would otherwise have received
fractional shares of Ashford Prime
common stock. Ashford Trust stockholders should consult their
tax advisors with respect to U.S. federal, state, local and foreign
tax consequences of the dividend of Ashford
Prime common stock.
Ashford Trust is a real estate investment trust (REIT) focused
on investing opportunistically in the hospitality industry in upper
upscale, full-service hotels.
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.
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SOURCE Ashford Hospitality Trust, Inc.