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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Ashford Hospitality Prime, Inc.
(Name of Registrant as Specified in Its Charter)
Sessa Capital (Master), L.P.
Sessa Capital GP, LLC
Sessa Capital IM, L.P.
Sessa Capital IM GP, LLC
John E. Petry
Lawrence A. Cunningham
Philip B. Livingston
Daniel B. Silvers
Chris D. Wheeler
(Name of Persons(s) Filing Proxy Statement, if Other Than the Registrant)
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On February 2, 2016, Sessa Capital (Master), L.P. for and on its own behalf and on behalf of the other Participants (as defined below) issued a press release in response to an announced stock sale by Ashford Hospitality Prime, Inc., a Maryland corporation. The press release follows:
SESSA CAPITAL COMMENTS ON ASHFORD HOSPITALITY PRIMES SALE OF 13.3% VOTING RIGHTS TO CHAIRMAN, CHAIRMANS FATHER AND OTHER PARTNERS FOR $43,750
New York February 2, 2016 Sessa Capital (Master), L.P. (Sessa), owner of 8.2% of the outstanding common shares of Ashford Hospitality Prime, Inc. (NYSE: AHP) (Ashford Prime or the Company) and Ashford Primes third largest shareholder, today commented on the Companys announcement that it has amended its operating partnership agreement to enable holders of its Operating Partnership units to purchase preferred voting shares of the Company for $.01 per share. These new shares will represent approximately 13.3% of Ashford Primes voting interests on a diluted basis.
John Petry, Sessas Founder and Managing Partner, stated: We are deeply troubled by the actions of Ashford Primes Board of Directors, in the midst of a contested election, to bestow a significant block of voting shares on company-friendly hands. OP unitholders are not shareholders, but by giving them the right to vote alongside common shareholders who paid much more than $.01 per share for their stock, the incumbent directors created voting rights where none previously existed. The timing of this action makes it apparent the action was designed to help the incumbent directors hold their positions, including Ashford Primes Chairman Monty Bennett. Simply put, when faced with a proxy fight, Ashford Primes incumbent directors sold nearly 13.3% of the Companys voting stock to a group of predominantly insiders for $43,750.
Petry added, To add insult to injury, not only has the Ashford Prime Board infringed on the rights of the Companys common shareholders by diluting their voting power through the sale of voting shares to insiders for $.01 per share, the Company claims this extraordinary grant was somehow governance-enhancing. The need for new, highly-qualified directors, who will uphold their fiduciary duty and act in the interest of all shareholders, not just Mr. Bennett, has never been greater. Ultimately, we have confidence that Ashford Prime shareholders will judge these self-serving actions for themselves at the 2016 Annual Meeting.
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As previously announced on January 15, 2016, Sessa plans to nominate a slate of five highly-qualified directors for election at the Companys 2016 Annual Meeting of Shareholders. Sessas nominees are Larry Cunningham, Phil Livingston, John Petry, Daniel Silvers and Chris Wheeler.
Media Contacts:
Sard Verbinnen & Co
Dan Gagnier / Mark Harnett
212.687.8080
Daniel Goldstein
310.201.2040
Investor Contacts:
Innisfree M&A Incorporated
Scott Winter / Jonathan Salzberger
212.750.5833
CERTAIN INFORMATION CONCERNING THE PARTICIPANTS
Sessa Capital (Master), L.P. (Sessa Capital) and the other Participants (as defined below) intend to make a preliminary filing with the Securities and Exchange Commission (the SEC) of a proxy statement and accompanying proxy card to be used to solicit proxies for, among other matters, the election of its slate of director nominees at the 2016 annual shareholders meeting of Ashford Hospitality Prime, Inc. (AHP).
The participants in the proxy solicitation are anticipated to be Sessa Capital, Sessa Capital GP, LLC, Sessa Capital IM, L.P., Sessa Capital IM GP, LLC, John E. Petry, Lawrence A. Cunningham, Philip B. Livingston, Daniel B. Silvers, and Chris D. Wheeler (collectively, the Participants).
SESSA CAPITAL STRONGLY ADVISES ALL STOCKHOLDERS OF AHP TO READ THE PROXY STATEMENT AND OTHER PROXY MATERIALS AS THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. SUCH PROXY MATERIALS WILL BE AVAILABLE AT NO CHARGE ON THE SECS WEB SITE AT HTTP://WWW.SEC.GOV. IN ADDITION, THE PARTICIPANTS IN THIS PROXY SOLICITATION WILL PROVIDE COPIES OF THE PROXY STATEMENT WITHOUT CHARGE, WHEN AVAILABLE, UPON REQUEST. REQUESTS FOR COPIES SHOULD BE DIRECTED TO THE PARTICIPANTS PROXY SOLICITOR.
As of the date of this filing, Sessa Capital owned directly 2,330,726 shares of common stock, $0.01 par value (the Common Stock), of AHP. Sessa Capital GP, LLC, as a result of being the sole general partner of Sessa Capital, Sessa Capital IM, L.P., as a result of being the investment adviser for Sessa Capital, Sessa Capital IM GP, LLC, as a result of being the sole general partner of Sessa Capital IM, L.P., and John Petry, as a result of being the manager of Sessa Capital GP, LLC and Sessa Capital IM GP, LLC, may be deemed to be the beneficial owner of Common Stock owned directly by Sessa Capital.
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