UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(RULE 14A-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

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Morgans Hotel Group Co.

(Exact Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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On April 22, 2014, Morgans Hotel Group Co. (the “Company”) made a presentation to Institutional Shareholder Services. A copy of the presentation is set forth below.

MORGANS HOTEL GROUP

APRIL 2014

Forward Looking Statements

This presentation may contain certain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such

forward-looking statements relate to, among other things, the operating performance of our investments and financing needs. Forward-looking

statements are generally identifiable by use of forward-looking terminology such as “may,” “will,” “should,” “potential,” “intend,” “expect,” “endeavor,”

“seek,” “anticipate,” “estimate,” “overestimate,” “underestimate,” “believe,” “could,” “project,” “predict,” “continue” or other similar words or expressions.

These forward-looking statements reflect our current views about future events and are subject to risks, uncertainties, assumptions and changes in

circumstances that may cause our actual results to differ materially from those expressed in any forward-looking statement. Important risks and factors

that could cause our actual results to differ materially from those expressed in any forward-looking statements include, but are not limited to economic,

business, competitive market and regulatory conditions such as: a sustained downturn in economic and market conditions, both in the U.S. and

internationally, particularly as it impacts demand for travel, hotels, dining and entertainment; the Company’s levels of debt, its ability to refinance its

current outstanding debt, repay outstanding debt or make payments on guaranties as they may become due, general volatility of the capital markets and

the Company’s ability to access the capital markets and the ability of our joint ventures to do the foregoing; the impact of financial and other covenants

in the Company’s loan agreements and other debt instruments that limit the Company’s ability to borrow and restrict its operations; the Company’s

history of losses; the Company’s ability to compete in the “boutique” or “lifestyle” hotel segments of the hospitality industry and changes in the

competitive environment in the Company’s industry and the markets where it invests; the Company’s ability to protect the value of its name, image and

brands and its intellectual property; risks related to natural disasters, terrorist attacks, the threat of terrorist attacks and similar disasters; risks related to

the Company’s international operations, such as global economic conditions, political or economic instability, compliance with foreign regulations and

satisfaction of international business and workplace requirements; the Company’s ability to timely fund the renovations and capital improvements

necessary to maintain its properties at the quality of the Morgans Hotel Group and associated brands; risks associated with the acquisition,

development and integration of properties and businesses; the risks of conducting business through joint venture entities over which the Company may

not have full control; the Company’s ability to perform under management agreements and to resolve any disputes with owners of properties that the

Company manages but does not wholly own; potential terminations of management agreements; the impact of any material litigation, claims or disputes,

including labor disputes; the seasonal nature of the hospitality business and other aspects of the hospitality industry that are beyond the Company’s;

and other risk factors discussed in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2013, which was filed with the

Securities and Exchange Commission (the “SEC”) on March 13, 2014, and other documents filed by the Company with the SEC from time to time. All

forward-looking statements in this presentation are made as of the date hereof, based upon information known to management as of the date hereof,

and the Company assumes no obligations to update or revise any of its forward-looking statements even if experience or future changes show that

indicated results or events will not be realized. 

Important Additional Information

On April 16, 2014, the Company filed a definitive proxy statement and WHITE proxy card with the SEC in connection with the solicitation of proxies for

its 2014 Annual Meeting of Stockholders. Stockholders are strongly advised to read the Company's 2014 proxy statement and additional materials filed

by the company with the SEC because they contain important information. Stockholders may obtain a free copy of the 2014 proxy statement and other

documents that the Company files with the SEC from the SEC's website at www.sec.gov or the Company's website at www.morganshotelgroup.com.

2

AGENDA

CURRENT BOARD’S STRATEGY FOR COMPANY, AS INITIALLY COMMUNICATED LAST YEAR AND

OVERWHELMINGLY ENDORSED BY THE STOCKHOLDERS OF THE COMPANY, REMAINS THE MOST

LOGICAL STRATEGY

STABILIZES AND STRENGTHENS MORGANS WHILE MAXIMIZING OPTIONALITY

CURRENT BOARD CONTINUES TO SUCCESSFULLY EXECUTE THIS STRATEGY

HONING ASSET-LIGHT FOCUS TO EMPHASIZE STRONG BRANDS AND THEIR GROWTH POTENTIAL

CUTTING EXCESS COSTS AND DE-RISKING BALANCE SHEET

EXECUTION

OF

PLAN

ON-TRACK

IN

ALL

ASPECTS

–

NO

REASON

TO

CHANGE

COURSE

KERRISDALE’S PLAN AND SLATE CREATE RISK OF PERMANENT IMPAIRMENT OF STOCKHOLDER VALUE

RECKLESS PLAN SUPPORTED BY MISREPRESENTED FACTS

RISKS COMPOUNDED BY KERRISDALE’S UNQUALIFIED SLATE

MORGANS’

CURRENT

SLATE

IS

BEST

QUALIFIED,

IS

ALIGNED

WITH

STOCKHOLDERS,

AND

IS

ON-TRACK

WITH OPTIMAL PLAN FOR MORGANS

3

EXECUTIVE SUMMARY

Last year, our director nominees demonstrated to the stockholders of Morgans that the company was way off

track

Morgans’

share

price

was

down

74%

since

IPO

(1)

,

significantly

underperforming

peers

who

were

up

~20%

(1)

over the same period

Poorly-timed and ill-fated deals damaged brand value and cash flow

Weak execution of asset-light strategy that required significant capital to secure contracts

Board

of

directors

that

lacked

the

necessary

industry

experience

to

provide

the

appropriate

oversight

and

misalignment with stockholder interest as a result of Yucaipa’s control

During last year’s proxy contest, our director nominees promised to:

Restructure the balance sheet

Reduce excessive cost structure

Successfully execute on an asset-light strategy

Improve accountability at the Board level

Last year, the stockholders of Morgans agreed with the current board that a new direction was needed

Overwhelmingly elected the full slate of directors as proposed by the Company’s largest shareholder

Notes

1.

February 2006 IPO through March 15, 2013

4

EXECUTIVE SUMMARY (Cont’d)

Since

last

year’s

annual

meeting,

Morgans’

Board

has

delivered

on

all

promises

made:

In just ten months, this Board has overseen improved earnings, the significant reduction of a previously

perilous

corporate

expense

structure,

important

steps

toward

the

resolution

of

costly

litigation

and

the

de-risking of a legacy balance sheet

The

successful

debt

refinancing

at

Hudson

and

Delano

South

Beach

on

attractive

terms

provides

the

Company with improved liquidity and reduces risk at the corporate level, while maintaining flexibility to sell

properties

Excluding one time costs, costs removed by the current Board, Morgans is on track to be cash flow positive

We have done all this while maintaining a constant, detail-oriented focus on the operational performance of

the business

As

a

result,

today

Morgans

is

in

a

much

stronger

and

more

stable

position

than

it

was

a

year

ago,

both

financially

and operationally

5

6

EXECUTIVE SUMMARY (Cont’d)

While

Morgans’

turnaround

is

well

underway,

there

still

remains

work

to

be

done.

Changing

course

now

could

put

progress achieved to date at substantial risk

Kerrisdale’s single strategy slate, which is based solely on selling the Company seemingly at any price, runs the

enormous risk of permanently impairing stockholder value:

If Kerrisdale’s promise to fire sale the Company were to fail, investors will be left with a company overseen

by a board that has never managed a hotel business, has no idea how to value our assets and has no

experience running a public company. In addition, cash flow erosion during a sales process is a definite

possibility without the proper oversight

Kerrisdale’s agenda is reckless and weakens the Company's hand in negotiations with counterparties. It is

illustrative of how little experience and value discipline Kerrisdale and its team possess, and how removed

they are from considering what is in the best interest of all stockholders

Kerrisdale’s

unaffiliated

nominees

are

“hired

guns”

with

no

hotel

company

operating

experience

Kerrisdale’s latest solution is to retain The Sydell Group, a direct competitor and a Yucaipa affiliate to

outsource operations

–

This announcement is in no way beneficial to stockholders and presents a likely danger

Morgans’

Board

will

continue

to

explore

all

avenues

of

value

creation

–

but

from

a

position

of

strength

and

flexibility

The Morgans Board is comprised of proven professionals with relevant industry experience and expertise, all of

whom are best qualified and necessary to further advance the interests of the Company's stockholders, partners,

employees and guests

CURRENT BOARD’S

STRATEGY REMAINS THE

MOST LOGICAL STRATEGY

8

Morgans’

Current Board has Strengthened the Business

PROMISE #1 DELIVERED:

Restructuring Morgans’

Highly Leveraged Legacy Balance Sheet and 

Reducing Risk Profile

In February 2014, Morgans refinanced the $180 million mortgage loan secured by Hudson New York

and the $100 million corporate revolving credit facility scheduled to mature July 2014 secured by

Delano South Beach

Replaced

recourse,

corporate

level

obligations

collateralized

by

the

company

itself,

with

nonrecourse

mortgage and mezzanine loans ring-fenced at the asset level at attractive rates

These

strategic

actions

provide

the

Company

with

added

liquidity

and

flexibility

and

transitioned corporate level obligations to asset level encumbrance

Further de-risked the corporate parent by extending most significant maturities from 2014 to 2019

In addition to the obvious benefits of extension and risk mitigation, our cost of capital is in line with

prior levels

Retained the cash flow and flexibility to sell assets in the future

8

9

(2,3)

Restructured the Company’s Perilously Leveraged Legacy Balance Sheet

Prior to the Current Board’s Election:

Today:

Notes

1.

Excludes the Clift debt, the Capital Lease Obligation, and the Restaurant Lease Obligation as such terms are defined in our SEC filings

2.

Represents

effective

maturity

date

of

preferred

securities

when

the

dividend

rate

increases

from

10%

to

20%

3.

Hudson/Delano

2014

Mortgage

Loan

adjusted

for

the

extension

option

(3,

one-year

extension

options

that

will

permit

MGHC

to

extend

the

maturity

date

of

the

loan

to

February

9,

2019)

Cash Balance as of 12/31/2012:

Cash Balance as of 3/31/2014:

(2)

(2)

(2)

192

198

97

0

50

0

50

100

150

200

250

2014

2015

2016

2017

Thereafter

Debt and Preferred Equity Maturity Schedule

As of December 31, 2012

(1)

$MM

•

$5.8MM

85

18

110

0

500

0

200

400

600

2014

2015

2016

2017

Thereafter

Debt and Preferred Equity Maturity Schedule

As of March 31, 2014

(1)

$MM

•

$129.1MM

Morgans’

Current Board has Strengthened the Business (Cont’d)

PROMISE #2 DELIVERED:

Reducing Morgans’

Bloated Corporate Cost Structure

A right-sizing of Morgans’

corporate organizational structure, resulting in annualized savings of

approximately $10 million

(1)

Approximate 30% reduction in the Company’s bloated cost structure

Reduced G&A expenses make the Company’s brands more attractive to existing owners and

potential partners

Streamlined the organization, eliminating redundancies and inefficiencies

Recent cuts bring expense structure more in line with peers

In the process of executing additional cost saving initiatives

(1) Includes corporate expenses and expenses allocated to the Company’s owned, joint venture and managed hotels, based on 2013 incurred costs and targeted

compensation levels

10

11

Morgans’

Current Board has Strengthened the Business (Cont’d)

PROMISE #3 DELIVERED:

Better Execution of Asset-Light Brand Focused Strategy

Protecting three at risk management contracts and their associated cash flows

Continuing execution and oversight of agreements for seven new managed hotels as well as license or

franchise agreements for two additional hotels

Pursued long-term, higher quality and recurring management fee and joint venture opportunities

Signed two new contracts with limited capital investment. More disciplined with key money and cash flow

guarantees

Terminated bad contracts signed by prior leadership: 

Marrakesh owner failed to maintain brand standards and to pay fees; eliminated ~$8MM funding

requirement

Hudson London because cash flow guarantees were uneconomic; eliminated ~$18MM funding

requirement

The following summarizes our signed management and franchise agreements for new hotels by brand as of

March 31, 2014:

•

4 New Hotels

•

1,045 new rooms

•

1 New Hotel

•

78 new rooms

•

4 New Hotels

•

1,635 new rooms

12

Morgans’

Current Board has Strengthened the Business (Cont’d)

PROMISE #4 DELIVERED:

Improved Accountability at the Board Level

Realigned

board

compensation

to

reflect

liquidity

constraints

at

the

Company

in

2013

Dismissed the value destructive sale of Delano

–

As

supported

by

3

rd

party

lender

appraisals

Taken significant steps to resolve costly litigation with Yucaipa caused by actions of the prior Board

Further enhanced our board by nominating three new independent directors

13

Morgans’

Current Board has Strengthened the Business (Cont’d)

PROMISE #5 DELIVERED:

Delivered on All Promises While Focusing on the Details of

Running the Company

Developed new service standards and training programs resulting in higher service scores

Enhanced Company’s website by streamlining the booking process, adding maps and content and

integrating social media

–

Morgans’

proprietary

website

bookings

increased

by

approximately

33%

YTD

–

result

is

selling

more

inventory

at

higher

margins

(1)

–

Strategic revenue and digital marketing improvements are expected to continue to increase our

website penetration throughout the balance of the year

Upgraded to a new central reservation call center

Upgrading to a new central reservation system

Notes

1.

YTD is as of 4/20/2014

14

Positive Operating Momentum in All Aspects of the Business

During this transitional period, the full participation of each and every member of the current Board –

along

with

their

considerable

industry,

operational

and

capital

markets

expertise

–

was

required

to

achieve these successful outcomes

Owned

hotels

continue

to

perform

well

and

have

additional

upside

potential

with

EBITDA

still

below

peak

The Company continues to enhance the value of existing hotels and management agreements through

targeted renovation and expansion projects that must meet or exceed well defined internal return

thresholds established by the Board

We have also seen an increase in our brand equity, both domestically and abroad, with opportunities to

extend our flags to new developments and existing properties in major gateway cities

Substantial amount of upside in assets and pipeline that is difficult to value by a third party at this point

Today we are a stronger, more efficient company with a more carefully honed strategy and a renewed

focus on building stockholder value

Completion of several new food & beverage concepts including Hudson Common and Henry Bar at Hudson

Newly renovated room product at Hudson

Built-in cost reductions from recent corporate restructuring

KERRISDALE’S SLATE IS MISGUIDED,

UNQUALIFIED, SELF-INTERESTED AND

IS NOT

ALIGNED WITH STOCKHOLDERS

16

Kerrisdale’s Short-Sighted Agenda Could Leave Substantial Value

on the Table

Company

is

in

the

midst

of

a

primarily

board

driven

turnaround

–

now

is

not

the

time

for

board

change

or

a

forced

sale

Underlying business is improving

There is more work to be done and value to be created

Kerrisdale ignores the risks a public fire sale of the Company presents and the potential adverse impact it

would have on our employees, guests, partners and brands

We

have

already

seen

their

actions

negatively

impact

our

ability

to

sign

new

management,

franchise

or

licensing

agreements

to

continue

to

grow

company

cash

flow

–

and

their

slate’s

appointment

would

only

make this worse

Kerrisdale’s strategy is illustrative of how little experience and value discipline Kerrisdale and its team

possess, and how removed they are from considering what is in the best interest of all stockholders

A

poorly

run

or

failed

sales

process

could

return

Morgans

to

the

perilous

position

it

was

in

just

a

year

ago

Kerrisdale’s slate has no hotel operating experience and has publicly admitted it will depend on a direct

competitor and a Yucaipa affiliated company for operational management and oversight

Kerrisdale publicly stated it intentionally did not nominate operators and had to pay for current nominees –

how

can

stockholders

believe

or

support

a

notion

that

they

could

easily

“reconstitute

the

board”

if

needed

16

Kerrisdale’s public declaration of a fire sale weakens the Company’s hand in negotiations with counterparties

17

Kerrisdale is Misrepresenting the Facts (or Maybe It Does Not Understand the Facts)

Kerrisdale’s Assertions

The current Board is responsible

for exposure to costly litigation

The

irresponsible

actions

of

the

prior

Board

directly

led

to

the

litigation

with

Yucaipa,

and

the

current

Board’s

subsequent decision not to appoint a Yucaipa representative to the Board of Directors until litigation was

substantially resolved

The “current managers originally

appointed by Yucaipa that have

operated Morgans over the past

several years are the most fit to

operate the Company”

None

of Morgans’

current managers were Yucaipa-appointed and Kerrisdale’s slate seems incapable of evaluating

management

talent

given

how

poorly

the

Company

performed

prior

to

last

year’s

Annual

Meeting

Kerrisdale’s retention and reliance on Sydell Group, a Yucaipa affiliated operator, shows their glaring lack of

experience

The reduction in Morgans

corporate expense structure and

return to profitability aren’t of key

importance

We have made significant progress in mere months, and see a clear path to realizing continued efficiencies

throughout the organization and at our properties. These reductions were essential to the ongoing viability of the

Company

The belief that returning the company to profitability is not important is laughable. Even in a sale process, it is

important because a lower cost structure will generate interest from parties other than strategics, creating more

tension in a sell-side process

The Facts

Kerrisdale Will Sell at Any Price, Even Below Current Trading Levels

Kerrisdale has made it clear that it would like to initiate a sales process of Morgans Hotel Group if its slate wins

election.

At

the

same

time,

it

has

publicly

stated

that

it

would

be

willing

to

take

an

offer

in

the

$7.50

range,

despite

industry

analysts

valuing

the

company

much

higher.

Here

is

what

3

rd

parties

have

to

say:

August

6,

2013

Sidoti

&

Company

maintain

a

$10

price

target

on

Morgans’

stock

November

4,

2013

MKM

Partners

upgrades

MHGC

to

a

BUY

with

a

$9.00

price

target.

They

also

call

Yucaipa

$8.00 per share indication of interest “inadequate”

December

19,

2013:

Vertical

Group

values

Morgans’

shares

with

a

target

price

of

$12.00.

They

also

note,

Yucaipa’s recent proposal of $8.00 per share for the company “in our view is not only a steal, but may also be

illegal as well.”

March

12,

2014:

Kerrisdale

tells

the

New

York

Post

there

is

a

“good

chance”

that

if

it

won

election,

it

would take the best price for the company, even if it was not much above where it is presently trading

March

14,

2014

MKM

Partners

keeps

MHGC

at

BUY

with

a

Price

Target

of

$10.00

18

:

:

:

19

Shortly

thereafter,

Matt

Levine

of

Bloombergviews

offered

a

critique

of

Kerrisdale

in

response

to

the

New

York

Magazine

article, stating “Tell me more about how you're pivoting your strategy from "develop fundamental investment idea and then

make a trade" to "make a trade and then move the market through sheer force of celebrity." By all means, describe how

hard work and financial analysis are fine and all but the real action is in talking your book on CNBC. Certainly let's

hear

how

you

made

an

investment

decision

in

order

to

be

mentioned

in

Vanity

Fair.[…

]Still,

the

general

rule

–

if

you

want to go from being a small hedge fund to a big one, don't go around giving magazine interviews about how

you're

planning

to

coast

on

your

celebrity

–

is

probably

a

sound

one.”

In

a

New

York

Magazine

article

dated

September

29,

2013,

Kerrisdale,

with

regard

to

Morgans

Hotel

Group,

publicly

stated,

“Plus,

I’d

like

to

get

on

CNBC

for

it…The

goal

is

to

get

people

to

do

what

we

want

them

to

do.. I think it’s good from a PR perspective to go after these guys. I just don’t know if it’s going to make us

any money.”

Kerrisdale

has

made

it

known

that

it

is

more

interested

in

personal

profile

–

raising

than

the

issues

at

hand

Seemingly unable to garner interest from serious industry professionals

All other nominees are Kerrisdale employees

Kerrisdale has an arrangement with Andrew Broad for a success fee with respect to certain transactions

Kerrisdale signed compensation agreements with three of its director nominees promising each a $50,000 cash

payment,

demonstrating

that

the

only

way

to

secure

participation

on

its

slate

was

to

offer

a

cash

reward

Kerrisdale’s nominees are “hired guns”

A

Kerrisdale

win

is

defined

by

executing

the

sale

alone,

not

the

price

at

which

the

sale

is

executed 

Morgans is not even one of Kerrisdale’s top ten investments, creating little incentive to fight for value and maximize price

Kerrisdale’s

Slate

is

NOT

Aligned

with

Stockholders

Kerrisdale’s Announced Retention of a Yucaipa Affiliate is

Likely Dangerous

The Sydell Group is a direct Morgans competitor

The Sydell Group is an affiliate of the Yucaipa Companies

20

Kerrisdale’s

slate’s

admitted

lack

of

operational

expertise

has

forced

it

to

secure

the

services

of

the

Sydell

Group

to

operate

the

business.

Kerrisdale

would

pay

for

and

outsource

the

management

of

an

operationally

intensive

business. This relationship would further put Morgans at risk:

Outsourcing will expose Morgans to unnecessary operational disruptions and outsized costs when operating

capabilities exist in-house today

–

Management

by

the

Sydell

Group

will

again

expose

Morgans

to

the

dangers

of

insider

dealing

–

A year ago stockholders voted to replace the Yucaipa affiliated board

21

Kerrisdale’s Nominees:

(1) Have Never Managed a Hotel Business

(2) Have No Idea How to Value the Company

(3) Have No Experience Running a Public Company

* Kerrisdale employees

Name

Lack of Qualifications

Sahm Adrangi*

•

No Lodging/Hospitality Experience

•

No Public Company Board Experience

Andrew Broad

•

No Public Company Experience

John Brecker

•

No Lodging/Hospitality Experience

Alan J. Carr

•

No Lodging/Hospitality Experience

Jordon Giancoli*

•

No Lodging/Hospitality Experience

•

No Public Company Board Experience

Navi Hehar*

•

No Lodging/Hospitality Experience

•

No Public Company Experience

L. Spencer Wells

•

No Lodging/Hospitality Experience

CURRENT BOARD IS ALIGNED WITH

STOCKHOLDERS

23

Morgans’

Board

is

Acting

in

Stockholders’

Best

Interests

As fiduciaries, Morgans’

Board constantly explores opportunities to do what is right in

the short and longer-term for stockholders, but at the right time and the right price

The improvements the Board is making will allow the Company to consider and pursue

a broad range of business opportunities and strategic alternatives from a position of

strength and flexibility

Morgans’

Board

will

take

into

account

impact

on

stockholders,

employees,

guests,

partners and brand equity

In less than one year, the current Board has delivered on its promises to take decisive

action

and

produce

tangible

results

–

this

momentum

can

easily

be

undone

without

the right leadership

The current Board takes its responsibilities seriously and will always act in the best

interest of stockholders

To Further Enhance our Board, We Have Nominated Two New

Independent Directors with Significant Industry Experience

Marty Edelman

Paul Hastings; Of Counsel in the Real Estate practice

Michelle Russo

hotelAVE; Founder and President

24

Highly experienced in strategic asset positioning, management contract negotiations and interacting

with senior level brand and management executives on behalf of the portfolio, and has worked on

hundreds of hotel assets across the U.S.

Management Executive with has more than 25 years of practical, hands-on experience with

hotels, restaurants, resorts, convention centers, real estate, and finance.

Has done extensive work in Europe, Canada, Mexico, Japan, the Middle East, and Latin America

Specializes in all stages of legal development of pioneering financial structures, including

participating debt instruments, institutional joint ventures in real estate, and joint ventures

between U.S. financial sources and European real estate companies

Attorney with more than 30 years of experience in real estate and corporate mergers and

acquisitions transactions

Morgans’

Other

Director

Nominees

are

Comprised

of

Industry

and

Financial

Experts

Extensive transactional and advisory experience

Transaction partner at The Yucaipa Companies

Derex Walker

25+ years experience in real estate and hotel management

Served on boards of Interstate Hotels & Resorts and MeriStar Hospitality Corporation

Co-founder of Highgate Holdings, a leading and fully-integrated hospitality management and real estate investment company

Mahmood Khimji

10+ years of real estate and investing experience

Founder and CEO of The Talisman Group

Chairman and Interim CEO of Morgans Hotel Group

Jason Taubman Kalisman

25+ years experience in real estate and hotel management

Former Vice President of Olshan Hotel Management

John Dougherty

5+ years real estate experience

CEO and Director of Olshan Properties Inc.

Andrea L. Olshan

Founder,

Chairman

and

Managing

Partner

of

O-CAP

Management,

Director

of

Olshan

Properties

Inc.,

and

Managing

Member

of OTK Associates

Michael E. Olshan

6+ years real estate and investing experience

Our Slate

25

19+ years experience buying and selling lodging and resort businesses

Former Managing Director and Head of Lodging Investments at Goldman Sachs

Previously a director of Kerzner International Resorts, Hilton Hotels & Resorts and Strategic Hotel Capital

Jonathan Langer

CONCLUSION

27

Conclusion

Morgans’

Board

has

delivered

on

all

promises

it

made

to

stockholders

and

is

best

equipped

to

continue

the strong momentum it has generated and maximize value for all stockholders

Today, Morgans is in a much stronger and more stable position than it was a year ago, both financially

and operationally as a result of the Board’s actions

Kerrisdale’s single agenda slate is deeply flawed and risks permanently impairing stockholder value

Morgans’

Board

is

open

to

maximizing

value

but

at

the

right

price

and

right

time

MORGANS’

DIRECTOR

NOMINEES BIOS

29

Proposed Board Member

Relevant

Lodging

Experience

Morgans’

Candidate Bios

Jason Taubman Kalisman

Chairman of the Board

Jason T. Kalisman, CFA, was appointed Chairman of our Board of Directors in June 2013. He also served as a

member of our Corporate Governance and Nominating Committee from July 2011 through March 2013 and has been

one of our Directors since April 2011. Mr. Kalisman is the Founder and Chief Executive Officer of The Talisman Group,

an investment firm. He is also founding member of OTK Associates, LLC. Prior to founding The Talisman Group in

2012, Mr. Kalisman was a Vice President of GEM Realty Capital, Inc. from 2010 to 2012, a Financial Analyst in 2009,

and worked in both the Real Estate and Structured Products Groups at Goldman Sachs from 2001 to 2007. From 2008

to 2010, Mr. Kalisman attended Stanford Graduate School of Business where he earned his Master of Business

Administration and was also a recipient of their Certificate in Global Management. Mr. Kalisman was awarded his

Bachelor of Arts degree in Economics from Harvard College. Mr. Kalisman has also earned the right to use the

Chartered Financial Analyst designation 

John Dougherty

John Dougherty joined our Board of Directors in June 2013 and is Chairman of our Audit Committee and a member of

our Compensation Committee. Since 1986, Mr. Dougherty has been Vice President of Olshan Hotel Management, Inc.,

a hotel management company, where he handles development, operations and the management of 7 Hilton and

Marriott hotels. Mr. Dougherty is also a director of Olshan Hotel Management, Inc. Mr. Dougherty holds a Bachelor of

Science degree from the Cornell University School of Hotel Management

Mahmood Khimji

Mahmood Khimji joined our Board of Directors in June 2013 and is member of our Compensation Committee. Since

1988, Mr. Khimji has been the Co-Founder and Principal of Highgate Holdings, a fully integrated hospitality

management and real estate investment company. Mr. Khimji has previously served on the boards of Interstate Hotels

& Resorts Inc. and MeriStar Hospitality Corporation. Mr. Khimji is a graduate of Columbia Law School

30

Proposed Board Member

Relevant

Lodging

Experience

Morgans’

Candidate Bios

Jonathan Langer

Jonathan Langer joined our Board of Directors in June 2013 and was until February 2014 a member of our Audit

Committee and Corporate Governance and Nominating Committee. Since 2011, Mr. Langer has been a Partner at Fireside

Investments, a private investment firm. From March 2010 to March 2011, Mr. Langer worked in private investing at Bain

Capital. From 1994 to 2009, Mr. Langer was a Managing Director at Goldman, Sachs & Co. Mr. Langer has also served as

a director of Kerzner International Resorts, Inc., Hilton Hotels & Resorts, and Strategic Hotel Capital. Mr. Langer graduated

from The Wharton School of the University of Pennsylvania with a Bachelor of Science in Economics degree

Andrea L. Olshan

Andrea L. Olshan joined our Board of Directors in June 2013 and is Chairman of our Compensation Committee and a

member of our Audit Committee and Corporate Governance and Nominating Committee. Since 2011, Ms. Olshan has

served as Chief Executive Officer of Olshan Properties, a full-service real estate operating and investing company. Prior to

her appointment as Chief Executive Officer, Ms. Olshan served as Chief Operating Officer of Olshan Properties from 2008

to 2011 and was responsible for overseeing development, management, leasing, investment, and operations across all

properties. Ms. Olshan currently serves as a director of Olshan Properties. Ms. Olshan graduated magna cum laude from

Harvard University and holds a Masters in Business Administration from the Columbia Graduate School of Business

Michael E. Olshan

Michael E. Olshan joined our Board of Directors in June 2013 and is Chairman of our Corporate Governance and

Nominating Committee. In July 2009, Mr. Olshan founded O-CAP Management, L.P., a private investment fund that

focuses primarily on hard asset sectors such as real estate, infrastructure, and natural resources, and currently serves as

the Chairman and Managing Partner. Mr. Olshan has been a Manager of OTK Associates, LLC, an investment firm, since

2008. From March 2007 to July 2009, Mr. Olshan served as a Managing Director at JANA Partners LLC, an investment

advisory firm, where he was part of an investment team overseeing a multi-billion dollar investment fund and focused on

sourcing and analyzing event-driven opportunities primarily in REIT, real estate, lodging, gaming, and financial sectors

throughout North America and Europe. Mr. Olshan also serves as a director of Mall Properties, Inc., a privately owned real

estate firm that specializes in the development, acquisition and management of commercial real estate. Mr. Olshan

graduated cum laude from Harvard University

31

Morgans’

Candidate Bios

Proposed Board Member

Relevant

Lodging

Experience

Martin Edelman

Marty Edelman is an attorney at Paul Hastings LLP with more than 30 years of experience in real estate and corporate mergers

and acquisitions transactions. Mr. Edelman specializes in all stages of legal development of pioneering financial structures,

including participating debt instruments, institutional joint ventures in real estate, and joint ventures between U.S. financial sources

and European real estate companies. He has also done extensive work in Europe, Canada, Mexico, Japan, the Middle East, and

Latin America

Michelle S. Russo

Michelle Russo, President of hotelAVE, has more than 25 years of practical, hands-on experience with hotels, restaurants, resorts,

convention centers, real estate, and finance. Ms. Russo is highly experienced in strategic asset positioning, management contract

negotiations and interacting with senior level brand and management executives on behalf of the portfolio. Ms. Russo has worked

on hundreds of hotel assets across the U.S

Derex Walker

Derex Walker has been a transaction partner at The Yucaipa Companies, LLC continuously since January 2006. His principal

focus at Yucaipa is on sourcing and structuring investments in financially distressed companies and monitoring those investments.

He has played a leading role in several of Yucaipa’s investments, including Barneys New York, Yellowstone Club, and

AlliedSystems Holdings, Inc. where he served as chairman of the board from May 2007 to December 2013. Before joining

Yucaipa, he was a principal at Miller Buckfire & Co. and its predecessor, Dresdner Kleinwort Wasserstein’s financial restructuring

group from June 1999 to December 2005. Prior to that, he was a corporate lawyer specializing in mergers and acquisitions at

Skadden, Arps, Slate, Meagher & Flom LLP from 1995 to 1999, and a marketing research analyst at Kraft General Foods from

1988 to 1990. Mr. Walker’s advisory experience includes representing Kmart, Aurora Foods, Interstate Bakeries, Tommy Hilfiger,

Carmike Cinemas, ICO Global Communications, County Seat and Mid-American Waste. He received a JD from the University of

Chicago Law School in 1995, an MBA from the University of Chicago Graduate School of Business in 1992, and a BBA from

Howard University in 1988. He was the editor-in chief of The University of Chicago Law School Roundtable from 1994 to 1995. Mr.

Walker would bring to the Board his valuable legal and business expertise, including his extensive transactional and advisory

experience