DALLAS, Feb. 21, 2017 /PRNewswire/ -- Ashford
Hospitality Trust (NYSE: AHT) ("Ashford Trust"), owner of 4.5% of
the outstanding common shares of FelCor Lodging Trust Incorporated
(NYSE: FCH) ("FelCor"), today announced that it is nominating a
slate of seven highly-qualified, independent directors for election
to FelCor's Board of Directors at the 2017 Annual Meeting of
Stockholders.
This slate of highly competent director nominees -- together
possessing relevant expertise, investment acumen, and management
experience -- Ashford Trust believes will be able to implement
significant, value-creating change at FelCor, and as a part of
this, would evaluate all options to maximize value including
engaging with Ashford Trust in a more meaningful fashion, in
accordance with their fiduciary duties.
In a separate announcement today, Ashford Trust disclosed that
it has submitted a non-binding proposal to acquire FelCor for a
total consideration of $9.27 per
share comprised of a fixed exchange ratio of 1.192 shares of
Ashford Trust, 0.003 shares of Ashford Inc., and 0.001 warrants to
purchase Ashford Inc. shares in exchange for each share of FelCor.
This offer, based on Ashford Trust's written non-binding proposal
to FelCor's Board of Directors on February
21, 2017, represents a substantial premium of 28% over
FelCor's current stock price of $7.23
on February 17, 2017, a 23% premium
to the 10-trading day volume weighted average price, and an 11%
premium to FelCor's 52-week high closing stock price of
$8.34 on December 14, 2016.
Ashford Trust strongly believes that the proposed combination
has compelling strategic, operational, and financial merit,
presenting the shareholders of FelCor and Ashford Trust with a
significant value creation opportunity.
Over the past several months, Ashford Trust has repeatedly tried
to engage in substantive discussions with FelCor regarding its
proposal. Even though FelCor entered into a mutual non-disclosure
agreement with Ashford Trust, FelCor has been unwilling to share
usual and customary information with us, including historical
property level financial statements and property management
agreements. Ashford Trust can only reasonably assume from FelCor's
actions, including extending brand management contracts that
Ashford Trust believes impact value and announcing the hiring of a
new CEO, that FelCor is unwilling to engage in good faith
discussions and seriously consider our proposal to create long-term
value for all shareholders.
Given what we view as the FelCor Board's long track record of
underperformance, value impairment, and unwillingness to engage
with us in good faith, Ashford Trust has today decided to make its
proposal public in order to inform FelCor shareholders of its
intent and put forth a slate of independent directors to ensure
that FelCor appropriately considers the proposal.
Ashford Trust believes that FelCor needs a new and improved
board comprised of highly-qualified, independent candidates to
properly evaluate value maximizing opportunities on behalf of all
FelCor shareholders. Ashford Trust believes the following
candidates possess the experience, skillset, and acumen necessary
to effect change in a manner that would create significant value
for all FelCor shareholders.
Nominee Biographies
Marvin Banks
Marvin Banks has over 30 years of
experience in real estate. He currently serves as President of M
Banks Realty Partners, which he founded in 2014 and where he
oversees a multifamily real estate investment platform oriented
toward arbitrage opportunities creating outsized returns. Mr. Banks
also serves as Chairman of BluTrend, a technology firm focused on
back office automation for multifamily real estate firms, and is a
Founding Advisor of Package Solutions, a technology driven startup
targeting package delivery solutions in the multifamily arena. From
2013 to 2014, Mr. Banks was Chief Operating Officer of Storage
Post, responsible for managing operations of the company's network
of self-storage facilities. From 2011 to 2013, he was President and
Chief Financial Officer of Cortland Partners, a full-service
multifamily real estate acquisition, development, and operating
company, where he remains a corporate advisor. In this role, he was
responsible for the onboarding of property management operations,
organizational infrastructure, strategic planning, and capital
market efforts as the firm evolved from 2,000 apartments to 11,000
apartments in three years. In 2006, Mr. Banks helped form the
Private Bank of Buckhead, and subsequently served as its Lead
Director of the Board in 2009, which completed a merger with
National Bank of Commerce on January 1,
2017 and now serves as an advisory board member. Before
that, Mr. Banks spent 15 years at Gables Residential as Senior Vice
President, Chief Financial Officer, and a member of the Executive
Committee, where he led the company's $475
million initial public offering and architected its
subsequent capital structure. Mr. Banks started in the multifamily
business in 1988 when he joined Trammell Crow Residential as a
Controller, and later served as a Partner from 1990 to 1994. Mr.
Banks teaches graduate courses on real estate investment trusts at
Emory University's Goizueta Business
School. He is a past faculty member at Georgia
State University and The University of
Texas at Austin. A certified public accountant, Mr. Banks
serves on various boards of local non-profits including the Atlanta
Children's Museum and the Georgia Council for International
Visitors. He received in Bachelor of Business Administration in
Accounting from the University of Texas at
Austin.
Keith O. Cowan
Keith O. Cowan has over 16 years
of experience as an executive officer in the telecommunications
industry specializing in strategic planning, mergers and
acquisitions, business development, marketing, consumer product and
services management, and network operations. Prior to that,
for 14 years, Mr. Cowan was a practicing attorney and law firm
partner focused on the execution of capital markets and M&A
transactions, and providing Board advice.
Since January 2013, Mr. Cowan has
served as the Chief Executive Officer of Cowan Consulting
Corporation LLC, a privately held company that provides strategic
planning and board advisory services, and manages investments.
Previously, from July 2007 to
January 2013, Mr. Cowan was the
President of Strategic Planning and Corporate Initiatives at Sprint
Corporation, with responsibilities that ranged from developing the
long-term strategic plan for Sprint, to managing the sale of
control of Sprint to Softbank. From January
2007 to July 2007, Mr. Cowan
was the Executive Vice President at Genuine Parts Company,
responsible for strategic planning, business development,
information services and telecommunications. From May 1996 to January
2007, Mr. Cowan held a variety of roles at BellSouth
Corporation, which subsequently merged with AT&T, including
Chief Development Officer, Chief Network Field Officer and
President of Marketing and Product Management. During his careers
with both BellSouth and Sprint, Mr. Cowan was responsible for
structuring, negotiating, recommending and obtaining board approval
for several of the largest and most complex transactions in the
telecommunications industry. Prior to joining the
telecommunications industry, he began his career in 1982 as an
attorney at Alston & Bird LLP, focusing on corporate and
securities law, corporate transactions and providing board advice
to private and public companies. Mr. Cowan has served as a
board member of dozens of private companies, two public companies,
and numerous not-for-profit and civic organizations. Among
his current roles and responsibilities, Mr. Cowan is the Chairman
of the Board of Aegex Technologies, CX Technologies (ENGAGEcx),
Cobra Legal Solutions and Venadar LLC. He also is the Chairman of
the Board of the Morehead – Cain Scholarship Fund, and the Vice
Chairman of the Board of the Fox Theatre in Atlanta, Georgia. Mr. Cowan holds a
Bachelor of Arts degree in Economics and Political Science from
University of North Carolina at Chapel
Hill, where he was a Morehead Scholar, and has a Juris
Doctor from University of Virginia.
Jeffrey N. Lavine
Jeffrey N. Lavine has over 25
years of experience in the commercial real estate industry. Mr.
Lavine is President of Deerwood Real Estate Capital, a commercial
mortgage brokerage specializing in assisting clients with debt and
equity sourcing. In this role, Mr. Lavine is responsible for
implementing short and long term business strategies and is part of
the senior management team responsible for running the day-to-day
operations of the firm including hiring, legal, compliance,
pipeline review and training. From 2014 to 2015, Mr. Lavine was
Principal of JN Lavine Advisors, where he provided consulting and
advisory services to clients in commercial real estate, debt and
capital markets. Previously, he spent approximately eight years at
UBS. From 2009 to 2014, he was Managing Director and Co-Head of the
US, European and Japanese Commercial Real Estate Group of SNB
StabFund, a workout group of UBS's distressed commercial real
estate assets. In this role, he was responsible for managing a
multi-billion dollar portfolio of domestic and foreign commercial
real estate loans, REO properties, equity, credit and structuring
for securities. From 2006 to 2009, he was Managing Director and
Head of Transaction Management & Loan Structuring for a new UBS
real estate lending platform. As a founding member of the team, he
was involved in developing and creating securitized and balance
sheet lending programs. Before joining UBS, from 1997 to 2006, he
was a Senior Managing Director at Bear Stearns, where he created
and headed the firm's Loan Closing and Structuring Group. Mr.
Lavine holds a Bachelor of Arts in Economics and Political Science,
magna cum laude, from Tufts University.
He received a Master of Business Administration from Columbia Business School and a Juris Doctor from
Boston University School of Law.
Christos Megalou
Christos Megalou is a senior international banker with over 30
years of experience in management, banking and finance, investment
banking, mergers and acquisitions and capital markets. Mr. Megalou
is currently the Founder and Managing Director of Tite Capital
Limited, a private financial consultancy company based in
London. He is also an Associate of
Eilon Associates, an independent corporate finance advisory firm.
Since 2016, he has been a Distinguished Fellow of the Global
Federation of Competitiveness Councils in Washington, D.C. From 2013 to 2015, Mr.
Megalou was Chief Executive Officer and Chairman of the Executive
Board of Eurobank Ergasias SA, one of the four Systemic banks in
Greece. From 2010 to 2013, Mr.
Megalou served as Chairman of the Hellenic Bankers Association in
the United Kingdom. From 1997 to
2013, he was Vice-Chairman of Southern
Europe, Co-head of Investment Banking for Southern Europe and Managing Director in the
Investment Banking Division of Credit Suisse in London. From 1991 to 1997, he was a Director
at Barclays de Zoete Wedd. He is a member of the Board of Directors
of Safe Bulkers Inc., a New York Stock Exchange listed
externally-managed provider of marine drybulk transportation
services, transporting bulk cargoes along worldwide shipping
routes. He received a Bachelor of Science in Economics from the
University of Athens and holds a
Master of Business Administration in Finance from Aston University in Birmingham, United Kingdom.
John Mark Ramsey
John Mark Ramsey is a Board
member, President and Chief Executive Officer of Sentio Healthcare
Properties, Inc., a real estate investment trust, which invests
exclusively in healthcare related real estate. In this capacity, he
is responsible for overseeing the strategic direction of the REIT
along with the management and growth initiatives of the company.
Since becoming the lead executive in January of 2012, the Company
has successful attracted institutional capital and doubled the size
of the platform. Mr. Ramsey is also the Co-Founder and Chief
Executive Officer of Sentio Investments, LLC, which offers flexible
real estate capital solutions for medical facility and senior
housing developers and owner operators. Sentio Investments
currently serves as the sole advisor to Sentio Healthcare
Properties, Inc. From May 2007 to
December 2011, Mr. Ramsey was the
Chief Executive Officer of Servant Healthcare Investments, LLC, a
private real estate advisory company, which previously served as
sub-advisor to Sentio Healthcare Properties, Inc. From 2003 to
2006, Mr. Ramsey was the Senior Vice President of Investments at
CNL Retirement Corp. In this capacity, he managed the
investment group and was responsible for implementing and executing
the investment strategy in the senior housing and medical
facilities' sectors. Mr. Ramsey was actively involved in over
$3.0 billion of healthcare real
estate investments. CNL successfully sold its healthcare real
estate business to Health Care Property Investors, Inc., in
2006. At the time, HCP was the nation's largest real estate
investment trust focusing exclusively on properties serving the
healthcare industry. Mr. Ramsey began his career in healthcare real
estate as Co-Founder of a regionally focused senior housing owner,
operator and developer. The company, which he helped launch,
remains an active participant in senior housing throughout the
southeast United States. Mr. Ramsey's combined real estate
healthcare experience totals over $4.0
billion. Mr. Ramsey is a Magna Cum Laude graduate of
Florida State University, having earned
dual degrees in finance and real estate.
Gregory Z. Rush
Gregory Z. Rush has over 24 years
of experience in the institutional real estate space including
holding a variety of positions as a board member for a publicly
traded REIT, an investor, investment banker and a financial analyst
for a publicly traded REIT. Mr. Rush currently serves as Managing
Member of Rush Capital Partners LLC (RCP), an investment firm he
founded in September 2015 that
focuses on value-add and opportunistic real estate investments in
the US and Europe. From
March 2016 to January 2017, he was a Board member and member of
the special committee for NorthStar Realty Finance, a leading
global real estate and investment management firm. In this role, he
helped lead the negotiations and execution on behalf of NorthStar
Realty Finance in connection with its tri-party merger with Colony
Financial and NorthStar Asset Management to create one of the
largest global real estate management funds with $58 billion of assets under management. From
January 2005 to August 2015, Mr. Rush was a Partner, Managing
Director and member of the investment committee for Dune Real
Estate Partners, an investment firm focused on managing a series of
real estate private equity funds. Prior to joining Dune in 2005,
Mr. Rush was an Executive Director in Morgan Stanley's Real Estate
Investment Banking Group, which he joined in 2000. Prior to Morgan
Stanley, Mr. Rush spent three years in the Real Estate Investment
Banking department of Merrill Lynch & Co. From 1993 to 1995, he
was a financial analyst with Vornado Realty Trust, a publicly
traded real estate investment trust. Mr. Rush is a Full Member of
the Urban Land Institute and serves as a Vice Chair on Urban
Development and Mixed Use Council (Green Flight). Mr. Rush received
a Bachelor degree in History from the University of Pennsylvania and a Master of Business
Administration in Finance and Economics from New York University – Leonard N. Stern School of Business.
Daniel E. Schmerin
Daniel E. Schmerin is the
Director of Investment Research at Fairholme Capital Management, a
Miami-based investment adviser
with approximately $5 billion in
assets under management. In this role, he assists the Chief
Investment Officer in executing the firm's contrarian,
value-oriented investment strategy across three public mutual
funds, a private investment partnership, and dozens of separately
managed accounts. Mr. Schmerin manages a team that is
responsible for generating new investment ideas as well as
conducting research and analysis on existing portfolio positions,
and has primarily focused on publicly traded companies in the
financial services and real estate sectors. Prior to joining
Fairholme in 2011, he served as Chief Operating Officer for the
Legacy Securities Public-Private Investment Program in the Office
of Financial Stability at the U.S. Department of the
Treasury. In this role, Mr. Schmerin was responsible for
ensuring effective implementation and timely execution of a
$40 billion initiative designed to
draw new private capital into the market for troubled real
estate-related securities by providing government equity
co-investment and attractive public financing. Mr. Schmerin
also led the CIO Executive Committee, which advised the Chief
Investment Officer on management and operational issues. Mr.
Schmerin received the Department's Special Act Award for providing
exceptional support to the Secretary of the Treasury in 2008, as
well as commendations for outstanding performance in 2009 and
2010. Before joining the Treasury, Mr. Schmerin served in the
Executive Office of the President at the White House and in the
Bureau of Economic and Business Affairs at the U.S. Department of
State. He is a Member of the Board of Directors at the Miami
Children's Museum, and a Term Member at the Council on Foreign
Relations. Mr. Schmerin earned a Bachelor of Arts degree,
magna cum laude, from the University of
Pennsylvania, where he received the Norman D. Palmer Prize
for best undergraduate thesis in International Relations. He
subsequently earned a Master of Science degree with highest honors
from the London School of Economics,
and a Master of Arts degree with distinction from Georgetown University.
Ashford Hospitality Trust is a real estate investment trust
(REIT) focused on investing opportunistically in the hospitality
industry in upper upscale, full-service hotels.
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."
Contacts
Ashford Hospitality
Trust
|
Media
|
MacKenzie Partners,
Inc.
|
Deric
Eubanks
Chief Financial
Officer
(972)
490-9600
Jordan
Jennings
Investor
Relations
(972)
778-9487
|
Lex
Suvanto
(212)
729-2463
Lex.suvanto@edelman.com
Kara
Brickman
(212)
729-2443
Kara.brickman@edelman.com
|
Paul Schulman/Bob
Marese
(212)
929-5500
(800) 322
-2885
|
Forward Looking Statements
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 Hospitality Trust, Inc.'s ("Ashford Trust")
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.
In addition, material risks that could cause actual results to
differ from forward-looking statements include: the inherent
uncertainty associated with financial or other projections; the
ability to successfully integrate Ashford Trust and FelCor Lodging
Trust Incorporated ("FelCor"); and the ability to recognize the
anticipated benefits from the proposed combination of Ashford Trust
and FelCor, including the anticipated synergies resulting from the
proposed combination.
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.
Additional Information
This communication does not constitute an offer to buy or
solicitation of any offer to sell securities. This communication
relates to a proposal which Ashford Trust has made for a business
combination transaction with FelCor. In furtherance of this
proposal and subject to future developments, Ashford Trust (and, if
a negotiated transaction is agreed, FelCor) may file one or more
registration statements, prospectuses, proxy statements or other
documents with the SEC. This communication is not a substitute for
any registration statement, prospectus, proxy statement or other
document Ashford Trust or FelCor may file with the SEC in
connection with the proposed transaction. INVESTORS AND SECURITY
HOLDERS OF ASHFORD TRUST AND FELCOR ARE URGED TO READ CAREFULLY THE
REGISTRATION STATEMENT(S), PROSPECTUS(ES), PROXY STATEMENT(S) AND
OTHER DOCUMENTS THAT MAY BE FILED WITH THE SEC IF AND WHEN THEY
BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION
ABOUT ASHFORD TRUST, FELCOR AND THE PROPOSED TRANSACTION. Investors
and security holders may obtain free copies of these documents (if
and when they become available) and other related documents filed
with the SEC at the SEC's web site at www.sec.gov or by directing a
request to Ashford Trust's Investor Relations department at Ashford
Hospitality Trust, Inc., Attention: Investor Relations, 14185
Dallas Parkway, Suite 1100, Dallas,
Texas 75254 or by calling Ashford Trust's Investor Relations
department at (972) 490-9600. Investors and security holders may
obtain free copies of the documents filed with the SEC on Ashford
Trust's website at www.ahtreit.com under the "Investor" link, at
the "SEC Filings" tab.
Certain Information Regarding Participants
Ashford Trust and Ashford Inc. and their respective directors
and executive officers may be deemed participants in the
solicitation of proxies in connection with the proposed
transaction. You can find information about Ashford Trust's
directors and executive officers in Ashford Trust's definitive
proxy statement for its most recent annual meeting filed with the
SEC on April 25, 2016. You can find
information about Ashford Inc.'s directors and executive officers
in Ashford Inc.'s definitive proxy statements for its most recent
annual meeting and special meeting filed with the SEC on
April 28, 2016 and October 7, 2016, respectively. You can find
information about FelCor's directors and executive officers in
FelCor's definitive proxy statement for its most recent annual
meeting filed with the SEC on April 14,
2016. These documents are available free of charge at the
SEC's web site at www.sec.gov and (with respect to documents and
information relating to Ashford Trust) from Investor Relations at
Ashford Trust, as described above. Additional information
regarding the interests of such potential participants will be
included in one or more registration statements, proxy statements,
tender offer statements or other related documents filed with the
SEC if and when they become available.
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SOURCE Ashford Hospitality Trust, Inc.