DALLAS, Nov. 19, 2013 /PRNewswire/ -- Ashford Hospitality Trust, Inc. (NYSE: AHT) ("Ashford Trust" or the "Company") announced today that it has completed the previously announced spin-off of Ashford Hospitality Prime, Inc. (NYSE: AHP) ("Ashford Prime"). Starting tomorrow, November 20, 2013, Ashford Prime will trade on the New York Stock Exchange ("NYSE") under the ticker symbol "AHP," and Ashford Trust's shares of common stock will continue to trade on the NYSE under the ticker symbol "AHT."
Following the spin-off, Ashford Prime is now 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. Ashford Prime is externally advised by Ashford Hospitality Advisors, a subsidiary of Ashford Trust.
Ashford Trust completed the spin-off by distributing a pro-rata taxable dividend of Ashford Prime common stock to Ashford Trust stockholders of record as of the close of business of the NYSE on November 8, 2013 (the "Record Date"). The distribution was based on a distribution ratio of one share of Ashford Prime common stock for every five shares of Ashford Trust common stock held by such stockholder on the Record Date. An information statement concerning the details regarding the distribution of Ashford Prime common stock and its business and management following the spin-off was mailed to Ashford Trust stockholders prior to the Distribution Date.
Following the distribution, there are approximately 24.9 million shares of Ashford Prime common stock and partnership units outstanding. This is 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 was made in book-entry form, which means that no physical share certificates were issued. 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.
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