FelCor Lodging Trust Sends Letter to Ashford Hospitality Trust
February 27 2017 - 4:30PM
Business Wire
FelCor Lodging Trust Incorporated (NYSE:FCH)’s Board of
Directors today sent the following letter to Montgomery J. Bennett,
Chairman of Ashford Hospitality Trust (NYSE:AHT), regarding AHT’s
proposal to combine its business with FelCor. The full text of the
letter is as follows:
February 27, 2017
Ashford Hospitality Trust, Inc.14185 Dallas Parkway, Suite
1100Dallas, Texas 75254Attention: Montgomery J. Bennett,
Chairman
Dear Monty:
We listened with great interest to the Ashford Hospitality Trust
(“AHT”) earnings conference call last Friday. In particular, we
were encouraged by CEO Douglas Kessler’s statement that AHT would
be willing to engage on the possibility of a cash transaction.
FelCor has consistently communicated its concerns regarding both
the inadequate value and uncertainty of AHT's all-stock, fixed
exchange ratio proposal. Those concerns were underscored by the
decrease in the market value of AHT’s shares last week once the
full details of the proposal were made public. However, an all or
substantially all cash proposal provides much greater comfort and
certainty and could alter our analysis of AHT’s proposal. If AHT is
willing to consider making such a revised proposal, FelCor stands
ready to re-engage with AHT as soon as is practicable.
Further, and as I proposed to both you and Doug in separate
conversations prior to Ashford’s February 21 public announcement,
FelCor is willing to provide additional information, including
property level information, to AHT provided AHT also shares
reciprocal property level information with FelCor. We note that AHT
has not provided any such information to date, and we welcome the
opportunity to review it.
I will call you today to discuss the potential to re-engage on
this basis. I look forward to that discussion and hope it will
prove productive for both of our companies.
Very truly yours,
FELCOR LODGING TRUST INCORPORATED
By:Steven R. Goldman
About FelCor
FelCor, a real estate investment trust, owns a diversified
portfolio of primarily upper-upscale and luxury hotels that are
located in major and resort markets throughout the U.S. FelCor
partners with top hotel companies to operate its properties under
globally renowned names and as premier independent hotels.
Additional information can be found on the company's website at
www.felcor.com.
Forward-Looking Statements
With the exception of historical information, the matters
discussed in this news release include “forward-looking statements”
within the meaning of the federal securities laws. These
forward-looking statements are identified by their use of terms and
phrases such as “anticipate,” “believe,” “could,” “estimate,”
“expect,” “intend,” “may,” “plan,” “predict,” “project,” “should,”
“will,” “continue” and other similar terms and phrases, including
references to assumptions and forecasts of future results.
Forward-looking statements are not guarantees of future
performance. Numerous risks and uncertainties, and the occurrence
of future events, may cause actual results to differ materially
from those anticipated at the time the forward-looking statements
are made. Current economic circumstances or an economic slowdown
and the impact on the lodging industry, operating risks associated
with the hotel business, relationships with our property managers,
risks associated with our level of indebtedness and our ability to
meet debt covenants in our debt agreements, our ability to complete
acquisitions, dispositions and debt refinancing, the availability
of capital, the impact on the travel industry from security
precautions, our ability to continue to qualify as a Real Estate
Investment Trust for federal income tax purposes and numerous other
factors may affect future results, performance and achievements.
Certain of these risks and uncertainties are described in greater
detail in our filings with the Securities and Exchange Commission.
Although we believe our current expectations to be based upon
reasonable assumptions, we can give no assurance that our
expectations will be attained or that actual results will not
differ materially. We undertake no obligation to update any
forward-looking statement to conform the statement to actual
results or changes in our expectations.
Additional Information and Where to Find It
This release may be deemed to be solicitation material in
connection with the matters to be considered at the 2017 annual
meeting (the "2017 Annual Meeting") of shareholders of FelCor.
FelCor intends to file a proxy statement and a WHITE proxy card
with the SEC in connection with any such solicitation of proxies
from FelCor shareholders. FELCOR SHAREHOLDERS ARE STRONGLY
ENCOURAGED TO READ ANY SUCH PROXY STATEMENT (INCLUDING ANY
AMENDMENTS OR SUPPLEMENTS THERETO) WHEN THEY BECOME AVAILABLE,
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Shareholders will
be able to obtain any proxy statement, any amendments or
supplements thereto and other documents filed by FelCor with the
SEC for no charge at the SEC's website at www.sec.gov. Copies will
also be available at no charge at FelCor's website at www.felcor.com or by writing to FelCor at 125 East
John Carpenter Freeway, Suite 1600, Irving, Texas 75062, Attn:
Investor Relations.
Participants in the Solicitation
FelCor and its directors and executive officers may be deemed to
be participants in the solicitation of proxies from FelCor's
shareholders in connection with the matters to be considered at the
2017 Annual Meeting. Investors may obtain information regarding
FelCor and its directors and executive officers in FelCor's Annual
Report on Form 10-K for the year ended December 31, 2016, which was
filed with the SEC on February 24, 2017, and FelCor’s definitive
proxy statement for its 2016 annual meeting of shareholders (the
"2016 Annual Meeting"), which was filed with the SEC on April 14,
2016. To the extent holdings of FelCor securities by FelCor's
directors or executive officers have changed since the amounts
disclosed in the definitive proxy statement for the 2016 Annual
Meeting, such changes have been or will be reflected on Initial
Statements of Beneficial Ownership on Form 3 and Statements of
Change in Beneficial Ownership on Form 4 filed with the SEC. More
detailed information regarding the identity of potential
participants in the solicitation, and their direct or indirect
interests, by security holdings or otherwise, will be set forth in
the proxy statement and other materials to be filed with the SEC in
connection with the 2017 Annual Meeting.
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version on businesswire.com: http://www.businesswire.com/news/home/20170227006556/en/
FelCor Lodging Trust IncorporatedInvestorsMichael
Hughes/Abi Salami972-444-4900orD.F. King & Co., Inc.Tom
Germinario, 212-269-5550MediaSard Verbinnen & CoHugh
Burns/Robin Weinberg212-687-8080
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