UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
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ASHFORD HOSPITALITY PRIME, INC.
(Name of the 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 Person(s) Filing Proxy Statement, if Other than the Registrant)
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On March 14, 2016, Sessa Capital (Master), L.P. issued and posted to http://FixAshfordPrime.com the following press release:
SESSA CAPITAL MOVES TO CONSOLIDATE LITIGATION AGAINST ASHFORD HOSPITALITY PRIME IN FEDERAL DISTRICT COURT TO EXPEDITE RESOLUTION OF OUTSTANDING LEGAL ISSUES
Asserts Counterclaims in Federal Court Related to Persistent Company Misrepresentations and Numerous Corporate Governance Abuses
Sessa Remains Committed to Electing Control Slate of Five Highly Qualified Directors
at 2016 Annual Meeting
New York – March 14, 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 Prime’s third largest shareholder, today announced it filed counterclaims against the Company, Ashford Inc. and the Company’s directors in the lawsuit against Sessa and its nominees brought by the Company in the United States District Court for the Northern District of Texas. In connection with the counterclaims, Sessa voluntarily dismissed its litigation against the Company, Ashford Inc. and the Company’s directors in the Circuit Court for Baltimore City, Maryland to consolidate the litigation in the federal court in which the Company brought suit. Sessa also filed a motion to remove claims the Company filed last week in Texas state court to the federal court case, given that the underlying facts and claims arise from the same matters being litigated in federal court.
Sessa consolidated the litigation to expedite a resolution that will allow shareholders to consider Sessa’s highly-qualified director nominees in opposition to the incumbent directors on a level playing field. Sessa’s counterclaims seek similar relief to its previously-filed lawsuit in Maryland, and include additional claims related to the Company’s planned issuance of preferred stock for a penny per share as well as misstatements and misrepresentations that the Company has made. These misrepresentations include the Company’s persistent statements that election of the Sessa nominees would contractually obligate the Company to pay “hundreds of millions of dollars” to its external advisor, while failing to admit such contractual obligation was put in place by, and can be avoided at the sole discretion of, the incumbent directors. Sessa further denies the Company’s repeated unsubstantiated claim that Sessa is single-mindedly focused on a “quick sale” of the Company.
The penny preferred is part of what Sessa believes is a string of efforts by Ashford Prime and its Chairman, Monty Bennett, to cling to power. The Company plans to issue the stock for a penny per vote – when a voting share of common stock is trading in the market at a thousand times that price – to a group of limited partners in the Company’s operating partnership that consists primarily of Chairman Bennett and the Company’s management. When Ashford Prime was spun off a little over two years ago, the Company and Chairman Bennett repeatedly assured shareholders that the limited partners would not vote with shareholders. But now, with a proxy contest upon him, Chairman Bennett has changed his story and claims that he wanted to give voting rights to the limited partners “for many years.” The penny preferred falls into what Sessa believes is a pattern of actions taken by Chairman Bennett and the Company’s other incumbent directors to avoid the consequences of running for re-election on their record of corporate governance failures and stock price declines.
John Petry, Sessa’s Founder and Managing Partner, stated, “Ashford Prime and its Chairman, Monty Bennett, are trying to prevent shareholders from deciding who should oversee the Company. They are using shareholder dollars in spurious lawsuits – filing in two separate Texas courts in less than two weeks – against one of the Company's largest shareholders in a self-serving attempt to thwart shareholder democracy. Ashford Prime should stop using legal barriers and obvious delay tactics, and let the shareholders vote on the merits of the director nominees. We consolidated the lawsuits so we can get on with the election and allow Ashford Prime shareholders to consider all candidates on a level playing field.”
Petry added, “Ashford Prime continues to threaten to trigger the massive Proxy Penalty that the incumbent board created in an attempt to coerce shareholders to support the status quo, while failing to communicate to shareholders how simple it would be for the incumbents to eliminate this grave harm on their own. Sessa is acting in the best interests of all Ashford Prime shareholders, while the incumbent board continues to act in the interest of self-preservation and entrenchment. We trust that shareholders will see through these self-serving tactics and evaluate their options based on the objective merits. We remain committed to enhancing Ashford Prime’s corporate governance and working to maximize the value of its attractive portfolio of assets.”
For additional details and materials, please visit FixAshfordPrime.com.
ADDITIONAL INFORMATION AND WHERE TO FIND IT
Sessa Capital (Master), L.P. (“Sessa Capital”) and the other Participants (as defined below) have filed with the Securities and Exchange Commission (the “SEC”) a definitive proxy statement and an accompanying WHITE 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 Prime. The participants in the proxy solicitation include Sessa, 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 ASHFORD PRIME TO READ THE PROXY STATEMENT AND OTHER PROXY MATERIALS RELATING TO THE PARTICIPANTS’ SOLICITATION BECAUSE THEY CONTAIN IMPORTANT INFORMATION INCLUDING INFORMATION ABOUT THE PARTICIPANTS. SUCH PROXY MATERIALS ARE AVAILABLE AT NO CHARGE ON THE SEC’S WEB SITE AT HTTP://WWW.SEC.GOV. IN ADDITION, THE PARTICIPANTS IN THIS PROXY SOLICITATION WILL PROVIDE COPIES OF THE PROXY STATEMENT WITHOUT CHARGE UPON REQUEST. REQUESTS FOR COPIES SHOULD BE DIRECTED TO THE PARTICIPANTS’ PROXY SOLICITOR, INNISFREE M&A INCORPORATED AT (888) 750-5834.
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