Oct. 30, 2013
/PRNewswire/ -- Ashford Hospitality Trust, Inc. (NYSE: AHT) ("Ashford Trust" or the "Company") announced today that its Board of Directors has formally declared the distribution of shares of common stock of Ashford Hospitality Prime, Inc. (NYSE: AHP) ("Ashford Prime"), a wholly owned subsidiary of Ashford Trust. The distribution will consist of 100% of the common stock of Ashford Prime, which will be distributed to Ashford Trust shareholders. Ashford Prime will own approximately 65% of the Ashford Prime operating partnership. Ashford Trust will own 20% of the Ashford Prime operating partnership, while existing Ashford Trust operating partnership unit holders will own the remaining approximate 15%. Following the distribution, Ashford Prime will be an independent and conservatively capitalized publicly-traded real estate investment trust ("REIT") focused on investing in high RevPAR full-service and urban select-service hotels and resorts located predominantly in domestic and international gateway markets that will be externally advised by Ashford Advisors, a subsidiary of Ashford Trust.
The spin-off will be completed through a pro-rata taxable dividend of Ashford Prime common stock on
November 19, 2013
(the "Distribution Date") to Ashford Trust stockholders of record ("Ashford Trust Record Holders") as of the close of business of the New York Stock Exchange ("NYSE") on
November 8, 2013
(the "Record Date"). On the Distribution Date, each Ashford Trust stockholder will receive one share of Ashford Prime common stock for every five shares of Ashford Trust common stock held by such stockholder on the Record Date. Immediately following the spin-off, there will be approximately 24.9 million shares of Ashford Prime common stock and partnership units outstanding. This will be comprised of approximately 16.1 million shares of Ashford Prime common stock and 8.8 million partnership units, which includes the partnership units issued to Ashford Trust reflecting its 20% ownership in Ashford Prime's operating partnership. 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 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 those shareholders of record 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 Ashford Prime spin-off.