ASHFORD HOSPITALITY TRUST, INC. (NYSE:AHT) Files An 8-K Regulation FD Disclosure
Item 7.01. Regulation FD Disclosure.
On February 21, 2017, Ashford Hospitality Trust, Inc. (Ashford
Trust or the Company) posted an investor presentation on its
website discussing its proposal to acquire all of the outstanding
shares of common stock of FelCor Lodging Trust Incorporated
(FelCor) for $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 (the Proposal). The Company will host a
conference call on Tuesday, February 21, 2017 at 9:30 a.m.
Eastern Time related to the Proposal. A copy of the investor
presentation is attached hereto as Exhibit 99.1.
Trust or the Company) posted an investor presentation on its
website discussing its proposal to acquire all of the outstanding
shares of common stock of FelCor Lodging Trust Incorporated
(FelCor) for $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 (the Proposal). The Company will host a
conference call on Tuesday, February 21, 2017 at 9:30 a.m.
Eastern Time related to the Proposal. A copy of the investor
presentation is attached hereto as Exhibit 99.1.
The information contained in this Item 7.01 and the attached
Exhibit 99.1 is furnished to and not filed with the Securities
and Exchange Commission (the SEC). The foregoing description is
qualified in its entirety by reference to the text of such
investor presentation and is incorporated herein by reference and
constitutes part of this report.
Exhibit 99.1 is furnished to and not filed with the Securities
and Exchange Commission (the SEC). The foregoing description is
qualified in its entirety by reference to the text of such
investor presentation and is incorporated herein by reference and
constitutes part of this report.
Item 8.01. Other Events.
On February 21, 2017, Ashford Trust issued a press release
announcing that the Company submitted a letter to FelCors board
of directors (the FelCor Board) regarding the Proposal. A copy of
the press release, including the full text of the proposal letter
delivered to the FelCor Board, is attached hereto as Exhibit 99.2
(the Proposal Letter Press Release). On February 21, 2017,
Ashford Trust issued a separate press release announcing that the
Company has nominated a slate of seven highly qualified
independent nominees for election to the FelCor Board at FelCors
upcoming annual meeting of stockholders. A copy of the press
release is attached hereto as Exhibit 99.3 (the Notice of
Nomination Press Release).
announcing that the Company submitted a letter to FelCors board
of directors (the FelCor Board) regarding the Proposal. A copy of
the press release, including the full text of the proposal letter
delivered to the FelCor Board, is attached hereto as Exhibit 99.2
(the Proposal Letter Press Release). On February 21, 2017,
Ashford Trust issued a separate press release announcing that the
Company has nominated a slate of seven highly qualified
independent nominees for election to the FelCor Board at FelCors
upcoming annual meeting of stockholders. A copy of the press
release is attached hereto as Exhibit 99.3 (the Notice of
Nomination Press Release).
The information contained in this Item 8.01 and the attached
Exhibits 99.2 and 99.3 is furnished to and not filed with the
SEC. The foregoing descriptions are qualified in their entirety
by reference to the text of such press releases and are
incorporated herein by reference and constitute part of this
report.
Exhibits 99.2 and 99.3 is furnished to and not filed with the
SEC. The foregoing descriptions are qualified in their entirety
by reference to the text of such press releases and are
incorporated herein by reference and constitute part of this
report.
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
SECs web site at www.sec.gov or by directing a request to Ashford
Trusts Investor Relations department at Ashford Hospitality
Trust, Inc., Attention: Investor Relations, 14185 Dallas Parkway,
Suite 1100, Dallas, Texas 75254 or by calling Ashford Trusts
Investor Relations department at (972) 490-9600. Investors and
security holders may obtain free copies of the documents filed
with the SEC on Ashford Trusts website at www.ahtreit.com under
the Investor link, at the SEC Filings tab.
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
SECs web site at www.sec.gov or by directing a request to Ashford
Trusts Investor Relations department at Ashford Hospitality
Trust, Inc., Attention: Investor Relations, 14185 Dallas Parkway,
Suite 1100, Dallas, Texas 75254 or by calling Ashford Trusts
Investor Relations department at (972) 490-9600. Investors and
security holders may obtain free copies of the documents filed
with the SEC on Ashford Trusts 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 Trusts directors and executive
officers in Ashford Trusts 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 may be deemed participants in the solicitation
of proxies in connection with the proposed transaction. You can
find information about Ashford Trusts directors and executive
officers in Ashford Trusts 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 FelCors directors and executive
officers in FelCors 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 SECs 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.
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 FelCors directors and executive
officers in FelCors 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 SECs 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.
Forward Looking Statements
Certain statements and assumptions made herein contain or are
based upon forward-looking information and are being made 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 Ashford Trust uses the words
will likely result, may, anticipate, estimate, should, expect,
believe, intend, or similar expressions, it intends to identify
forward-looking statements. Such statements are subject to
numerous assumptions and uncertainties, many of which are outside
Ashford Trusts control.
based upon forward-looking information and are being made 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 Ashford Trust uses the words
will likely result, may, anticipate, estimate, should, expect,
believe, intend, or similar expressions, it intends to identify
forward-looking statements. Such statements are subject to
numerous assumptions and uncertainties, many of which are outside
Ashford Trusts 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 Ashford Trusts common stock; changes in Ashford
Trusts business or investment strategy; availability, terms and
deployment of capital; availability of qualified personnel;
changes in Ashford Trusts industry and the market in which
Ashford Trust operates, interest rates or the general economy;
and the degree and nature of Ashford Trusts competition. These
and other risk factors are more fully discussed in Ashford Trusts
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; 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.
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 Ashford Trusts common stock; changes in Ashford
Trusts business or investment strategy; availability, terms and
deployment of capital; availability of qualified personnel;
changes in Ashford Trusts industry and the market in which
Ashford Trust operates, interest rates or the general economy;
and the degree and nature of Ashford Trusts competition. These
and other risk factors are more fully discussed in Ashford Trusts
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; 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.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
|
Exhibit
Number
|
Description
|
|
99.1
|
Investor Presentation dated February 21, 2017.
|
|
99.2
|
Proposal Letter Press Release issued on February 21, 2017.
|
|
99.3
|
Notice of Nomination Press Release issued on February 21,
2017. |
About ASHFORD HOSPITALITY TRUST, INC. (NYSE:AHT)
Ashford Hospitality Trust, Inc. (Ashford), together with its subsidiaries, is an externally advised real estate investment trust (REIT). The Company operates through direct hotel investments segment. It is focused on investing in the hospitality industry with a focus on full-service upscale and upper-upscale hotels in the United States. The Company owns its lodging investments and conducts its business through Ashford Hospitality Limited Partnership, its operating partnership. Its hotels are operated under the brands of Hilton, Hyatt, Marriott, Starwood and Intercontinental Hotels Group. The Company’s hotels portfolio is asset-managed by Ashford LLC. The Company is focused on direct hotel investments and it may invest in a range of lodging-related assets. Its investments may include direct hotel investments; mezzanine financing through origination or acquisition; first-lien mortgage financing through origination or acquisition, and sale-leaseback transactions. ASHFORD HOSPITALITY TRUST, INC. (NYSE:AHT) Recent Trading Information
ASHFORD HOSPITALITY TRUST, INC. (NYSE:AHT) closed its last trading session 00.00 at 7.65 with 900,919 shares trading hands.