Following the spin-off, Ashford Trust's shares of common stock will continue to trade on the NYSE under the ticker symbol "AHT." Ashford Prime intends to have its common stock listed on the NYSE under the symbol "AHP." An information statement concerning the details regarding the distribution of Ashford Prime common stock and its business and management following the spin-off will be mailed to Ashford Trust stockholders prior to the Distribution Date.
Beginning on or about November 6, 2013 and continuing through the Distribution Date, it is expected that there will be two markets in Ashford Trust common stock: a "regular-way" market under the symbol "AHT," and an "ex-distribution" market under the symbol "AHT WI." Shares of Ashford Trust common stock that trade in the "regular-way" market will trade with an entitlement to shares of common stock of Ashford Prime distributed pursuant to the spin-off. Thus, Ashford Trust common stock purchased in the "regular-way" market up to the November 19, 2013 Distribution Date will trade with an entitlement to shares of the common stock of Ashford Prime distributed pursuant to the spin-off, and Ashford Trust shareholders who sell shares of Ashford Trust common stock in the "regular-way" market up to and including the Distribution Date will be selling their right to receive shares of the common stock of Ashford Prime in the spin-off. Shares that trade in the "ex-distribution" market will trade without an entitlement to shares of the common stock of Ashford Prime distributed pursuant to the spin-off. A purchaser of Ashford Trust common stock after the close of business on the Record Date who purchases those shares in the "ex-distribution" market up to and including the Distribution Date will not receive the shares of common stock of Ashford Prime distributed with respect to those shares of Ashford Trust common stock. Ashford Trust stockholders are encouraged to consult with their financial advisors regarding the specific implications of buying or selling Ashford Trust common stock on or before the Distribution Date.
Furthermore, on or about November 6, 2013 and continuing through the Distribution Date, it is expected that there will be a "when-issued" market in the common stock of Ashford Prime under the symbol "AHP WI." "When-issued" trading refers to a sale or purchase made conditionally because the security has been authorized but not yet issued. The "when-issued" trading market will be a market for shares of Ashford Prime common stock that will be distributed to Ashford Trust shareholders on the Distribution Date. Shareholders of Ashford Trust common stock at the close of business on the Record Date will be entitled to receive shares of Ashford Prime's common stock distributed in the spin-off as will shareholders who purchase Ashford Trust common stock in the "regular-way" market up to November 19, 2013. Ashford Trust shareholders may trade this entitlement to receive shares of common stock of Ashford Prime, without the owned shares of Ashford Trust common stock, in the "when-issued" market. On the first trading day following the Distribution Date, expected to be November 20, 2013, "when-issued" trading with respect to Ashford Prime common stock will end and "regular-way" trading will begin under the symbol "AHP." Before the spin-off, Ashford Trust and Ashford Prime will enter into a separation agreement and various other agreements related to the spin-off, as described in the information statement.
On the Distribution Date, Ashford Prime is expected to have a new $150 million secured credit facility with Bank of America, N.A. acting as sole administrative agent. Other participating lenders include Credit Agricole, Credit Suisse, Deutsche Bank, KeyBank, and Morgan Stanley. BofA Merrill Lynch served as financial advisor to Ashford Trust in connection with the spin-off.Ashford Hospitality Trust is a real estate investment trust (REIT) focused on investing opportunistically in the hospitality industry across all segments and at all levels of the capital structure primarily within the United States. Ashford Hospitality Prime will be a conservatively capitalized 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.
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