DALLAS, Sept. 30, 2020 /PRNewswire/ -- Ashford
Hospitality Trust, Inc. (NYSE: AHT) ("Ashford Trust" or the
"Company") today announced that Glass Lewis & Co. ("Glass
Lewis"), a leading independent proxy advisory firm, has recommended
that Ashford Trust shareholders vote "FOR" both proposals at the
October 6th Special Meeting.
Glass Lewis' recommendation follows Institutional Shareholder
Services' ("ISS") recommendation earlier this week that
shareholders also vote "FOR" both proposals.
As Glass Lewis stated in its independent report: "…we ultimately
consider it reasonable that the Trust has elected to pursue an
alternative which stands to reduce cash burdens, eliminate a major
liquidation preference, simplify the capital structure and
prospectively enhance pro forma market access. While
certainly not unfettered by steep dilution to common shareholders,
these benefits may be expected to contribute favorably to AHT's
ability to secure fresh sources of financing on more attractive
terms than may presently be available, thereby potentially
providing a more diverse array of avenues to improve liquidity,
offset operational shortfalls and stabilize the Trust during the
course of a still unpredictable industry rebound."
In making its recommendation, Glass Lewis also commented on a
number of the assertions made by Cygnus Capital, Inc. ("CCI"):
- Referring to Cygnus Capital's "array of analytical commentary"
focused on Ashford Trust's operating cash burn, debt service and
expenses, Glass Lewis cited CCI's materials claiming a Q2 burn rate
at AHT of $77 million and
approximately $249 million in cash
and equivalents. Glass Lewis is quick to point out that the actual
reported burn rate for Q2 was $106.2
million and cash reserves available are materially lower
than CCI claimed due to ongoing forbearance negotiations.
Glass Lewis' analyses further commented "we consider these factors
support the notion that liquidity pressure at AHT is higher than
CCI's portrayal."
- On CCI's optimistic portrayal of the recovery in the hotel
industry, Glass Lewis commented:
-
- "we find the presented data arguably offers a skewed impression
of the U.S. market, and, in certain cases, dubious analytical
relevance.
- "CCI highlights occupancy figures directly impacted by the
Labor Day holiday in the United
States, an approach we consider is clearly less likely to
offer a normalized impression of any sector rebound in the
U.S.
- "Perhaps more questionably, CCI repeatedly points to the
relatively quick uptick in room occupancy rates in China …. Given decidedly distinct COVID-19
responses employed by the U.S. and China, the absence of even a narrowly
distributed vaccine and currently upward trending case rates in the
U.S., we question the basis for CCI's industry optimism as a
function of COVID-19 infection levels, as well as the utility of
pointing to a wholly unrelated geography to which AHT has no
exposure."
- Glass Lewis cites independent industry reports suggesting there
"remains considerable uncertainty around the likelihood of a
meaningfully durable sector rebound prior to 2023" and "ultimately
considers it reasonable that the Trust has elected to pursue an
alternative which stands to reduce cash burdens, eliminate a
major liquidation preference, simplify the capital structure and
prospectively enhance pro forma market access."
Glass Lewis also pointed out that: "CCI has not, to date and to
the best of our knowledge, approached the Trust or its external
adviser, RBC, to facilitate substantive engagement with purportedly
interested counterparties, or otherwise attempted to discuss with
the board strategic or financing avenues which would meaningfully
address the Trust's current condition. Indeed, we have been unable
to uncover any indication CCI even nominally attempted to
constructively engage with AHT prior to publishing its opposition
platform in mid-September 2020, two
full months after the Trust's initial recapitalization plans were
made public in an S-4 filing."
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; the ability of the
Company's advisor, Ashford Inc., to continue as a going concern;
the timing and outcome of the Securities and Exchange Commission's
investigation; 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.