DALLAS, Sept. 25, 2020 /PRNewswire/ -- Ashford
Hospitality Trust, Inc. (NYSE: AHT) ("Ashford Trust" or the
"Company") today announced that it has filed a presentation with
the U.S. Securities and Exchange Commission detailing why its Board
of Directors has recommended that its common shareholders vote in
favor of the two proposals at the Company's upcoming Special
Meeting. The presentation is available online at the
Company's website, www.ahtreit.com on the "Investor" page. The
Company's presentation also challenges the uninformed and
misleading claims made by Cygnus Capital.
As the Company has discussed, the approval of both proposals is
necessary to complete the Company's proposed offers to exchange any
and all shares of its preferred stock (the "Exchange Offers").
These strategic steps are crucial to the long-term viability of its
business due to the severe impact of COVID-19 on the entire travel
industry. As disclosed in the Company's SEC filings, there is
substantial doubt about the Company's ability to continue as a
going concern and the Company's proposed Exchange Offers are an
important part of the efforts to address that.
As detailed in the investor presentation, COVID-19 has decimated
the hotel industry as demand evaporated following government
shutdowns with unprecedented declines in hotel revenue as a result.
Further, a recovery remains uncertain, with leading experts
forecasting that hotel fundamentals will not return to 2019 levels
until at least 2024. History also suggests a recovery will take at
least four years, consistent with the U.S. hotel RevPAR recovery
from the Financial Crisis over a decade ago and following the
tragedy of 9/11.
Ashford Trust believes its common shares currently trade at
option value, inhibiting the Company's ability to grow and access
capital. A successful completion of the Exchange Offers should
increase the Company's common equity market cap. A larger
common equity base should help Ashford Trust efficiently access
capital. A failure to complete the Exchange Offers could
imperil the value of the Company's common shares and could
potentially result in a bankruptcy filing.
Cygnus Capital continues to make misguided and misleading
comments about the Company and the hotel industry, including:
Cygnus Capital believes that
the U.S. hotel recovery will be consistent with China. The Chinese government had a
very different response to the COVID-19 pandemic than the United States government. As a
result, the Company believes hotel occupancy rates in China have no relevance to the trajectory of
the recovery in hotel occupancy rates in the United States.
Cygnus Capital states that the
Company should engage an advisor to explore financing
alternatives. While the Company quickly engaged
Lismore Capital, a subsidiary of Ashford Inc., to pursue
forbearance agreements on all of its debt as it became clear that
COVID-19 would have a significant impact on its cash flows, the
Company subsequently began working with Weil, Gotshal & Manges
LLP and RBC Capital Markets, LLC in May
2020 to evaluate various restructuring, recapitalization and
liquidity alternatives and those engagements are ongoing. Cygnus
Capital demanded the Company should hire independent third party
advisors. The Company agrees, which is why it did so four
months ago. If Cygnus Capital has sourced potential capital
partners for Ashford Trust, the Company would encourage Cygnus to
reach out to RBC Capital Markets so they may follow up.
Continued lack of understanding
regarding the Company's financials and cash flows.
Contrary to what Cygnus Capital asserts, Ashford Trust needs to
address liquidity. Waiting around for a quick rebound in the
industry to save the Company is not a viable option. Ashford Trust
would like to remind investors that it has approximately
$17 million in monthly debt service
and corporate expenses. Additionally, while the Company is still
negotiating forbearance agreements with lenders, it does not have
full access to the restricted cash on the Company's balance
sheet.
As previously discussed, the Company is not convinced that
Cygnus Capital has the long-term interests of shareholders in
mind. Given the timing and the sizing of their recent common
and preferred stock purchases and their lack of interest in
engaging in dialogue with Company, it appears their interests may
be focused on the short-term performance of the stock and not on
the long-term health and viability of the Company, which is why
they continue to make these misguided and misleading statements.
ASHFORD TRUST'S BOARD OF DIRECTORS URGE YOU TO VOTE "FOR" THE
TWO PROPOSALS AT THE OCTOBER
6th SPECIAL MEETING TO PROTECT YOUR
INVESTMENT.
YOUR VOTE IS CRITICAL NO MATTER HOW MANY OR HOW FEW SHARES YOU
OWN. If you do not vote, it will have the same effect as rejecting
the proposed amendment to our corporate charter, which is necessary
in order to complete the Exchange Offers and Consent
Solicitation. We urge you to vote "FOR" the two proposals on
the proxy card. If you have questions or need assistance in
voting your shares, please contact our proxy solicitation firm, at
1-877-787-9239 or by email at Ashord@investor.morrowsodali.com.
Where You Can Find Additional Information
Completion of the Exchange Offers and the Consent Solicitation
are subject to certain conditions, which are set forth in more
detail in the Company's registration statement on Form S-4 (as
amended, the "Registration Statement") filed with the Securities
and Exchange Commission ("SEC") for the purpose of registering the
Common Stock issued pursuant to the Exchange Offers under the
Securities Act of 1933, as amended. The Registration Statement was
declared effective on September 9,
2020 at 4:00 p.m. ET. The
Company has also filed with the SEC a Schedule TO for the Exchange
Offers and a definitive proxy statement on Schedule 14A to solicit
proxies from the holders of its Common Stock to approve the
relevant items upon which the holders of the Common Stock will be
entitled to vote (the "Proxy Statement"). The Proxy Statement was
first mailed to stockholders on or about September 10, 2020. The Company may extend or
terminate the Exchange Offers under certain circumstances as
described in the Registration Statement. Additional information
regarding these transactions can be found in the Company's investor
presentation available at
https://dealroadshow.finsight.com/retail-roadshows.
Common stockholders who have questions about the Exchange Offers
should contact our proxy solicitation firm at 1-877-787-9239 or by
email at Ashord@investor.morrowsodali.com or contact:
RBC Capital Markets, LLC, as Dealer Manager
Tel: (212) 618-7843
Toll-free: (877) 381-2099
Email: liability.management@rbccm.com
Certain Information Regarding Participants
The Company, its directors and certain of its executive officers
are participants in the solicitation of proxies from the Company's
shareholders in connection with the Exchange Offer and Consent
Solicitation. Information about the Company's executive officers
and directors and their ownership of the Company's stock is set
forth in the definitive proxy statement that was filed with the SEC
on September 10, 2020.
This does not constitute an offer of any securities for sale.
Further, this communication is not a solicitation of a proxy from
any security holder of the Company and shall not constitute the
solicitation of an offer to buy securities.
Investors should read the Registration Statement and the
Schedule TO for the Exchange Offers as they contain important
information about the Exchange Offers, the Company and the other
proposed transactions. Holders of Common Stock should read the
Proxy Statement and any other relevant documents because they
contain important information about the Company and the proposed
transactions. The Registration Statement, Schedule TO and Proxy
Statement are available for free on the SEC's
website, www.sec.gov. The prospectus included in the
Registration Statement and additional copies of the Proxy Statement
will be available for free from the Company for the applicable
shareholders of the Company.
* * * * *
Ashford Hospitality Trust is a real estate investment trust
(REIT) focused on investing predominantly 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."
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. Forward-looking
statements in this press release include, among others, statements
about the Company's strategy and future plans. 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: the impact of the novel strain of coronavirus
(COVID-19) on our business; our ability to meet the NYSE continued
listing standards; our ability to repay, refinance or restructure
our debt and the debt of certain of our subsidiaries; general
volatility of the capital markets and the market price of our
common stock and preferred 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 will not publicly update or revise any
forward-looking statements, whether as a result of new information,
future events or circumstances, changes in expectations or
otherwise except to the extent required by law.
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SOURCE Ashford Hospitality Trust, Inc.