DALLAS, Sept. 28, 2020 /PRNewswire/ -- Ashford
Hospitality Trust, Inc. (NYSE: AHT) ("Ashford Trust" or the
"Company") today commented on a report by Institutional Shareholder
Services Inc. ("ISS"), the leading independent proxy advisory firm,
recommending that Ashford Trust shareholders vote "FOR" both
proposals at the October
6th Special Meeting. 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").
In its September 25, 2020
recommendation to shareholders, ISS pointed to the risk created by
COVID-19 and the benefit of the proposals enabling the completion
of the Exchange Offers:
- "The pandemic has had an outsized negative impact on the hotel
industry"
- "…there is no way to tell with a meaningful degree of certainty
when the industry will reach the point at which the company could
again become viable without intervention (in a form such as the
proposed exchange offers)"
- "…the company has a rapidly-decreasing cash reserve, has a
mounting debt, and appears to have limited options for financing,
which have created doubt about its ability to continue as a going
concern absent an industry recovery"
- "The proposal is expected to simplify the capital structure and
remove the debt overhang, allowing the company to stave off
bankruptcy."
Ashford Trust commented, "ISS recognizes the drastic impact that
COVID-19 has had on the hotel industry and the Company, and the
uncertainty of the timeline for a recovery in making its
recommendation that shareholders vote "FOR" the two proposals at
the upcoming Special Meeting. If shareholders approve the
proposals, the Exchange Offers can proceed, creating a path that we
believe will protect the value for the common stock. A
failure to complete the Exchange Offers may hasten a path to
insolvency, which we believe will prevent participation in a
long-term recovery, and potentially lead to a bankruptcy or
liquidation event with no recovery for common shareholders."
ASHFORD TRUST'S BOARD OF DIRECTORS URGES SHAREHOLDERS TO VOTE
"FOR" THE TWO PROPOSALS AT THE OCTOBER 6th SPECIAL MEETING TO
PROTECT THEIR INVESTMENT.
Ashford Trust reminds each and every shareholder that their vote
is critical no matter how many or how few shares they own.
Shareholders who do not vote have the same effect as voting Against
the proposed amendment to our corporate charter, which is necessary
in order to complete the Exchange Offers. Common shareholders
who have questions or need assistance in voting their shares may
contact the Company's proxy solicitation firm, at (877) 787-9239 or
by email at Ashford@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 Ashford@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.