EXHIBIT 99.1
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MERISTAR HOSPITALITY OPERATING PARTNERSHIP, L.P. RECEIVES REQUISITE CONSENTS
FOR ITS OUTSTANDING DEBT SECURITIES
Bethesda, MD (April 13, 2006)- MeriStar Hospitality Corporation (NYSE: MHX)
today announced that its subsidiary MeriStar Hospitality Operating
Partnership, L.P. (the "Operating Partnership") had received, as of 5:00 p.m.,
New York City time, on April 12, 2006, tenders and consents from holders of
more than a majority in aggregate principal amount of each of its outstanding
9% Senior Notes due 2008 (CUSIP No. 58984YAD5) and 9 1/8% Senior Notes due
2011 (CUSIP No. 58984SAA4) (collectively, the "Notes") in connection with its
cash tender offers and consent solicitations for the Notes. The tender offers
and consent solicitations are being conducted in connection with the
previously announced agreement of MeriStar and the Operating Partnership to
merge with affiliates of The Blackstone Group.
It is expected that MeriStar and the Operating Partnership will execute as
soon as practicable supplemental indentures to the indentures governing the
Notes to eliminate substantially all of the restrictive covenants contained in
such indentures and the Notes (except for certain covenants related to asset
sales and change of control offers), eliminate certain events of default and
modify covenants regarding mergers, including to permit mergers with entities
other than corporations, and modify provisions regarding defeasance and/or
satisfaction and discharge to eliminate certain conditions, and modify or
eliminate certain other provisions contained in such indentures and the Notes.
The amendments will become operative concurrently with the mergers, provided
that all validly tendered Notes of an issue are accepted for purchase pursuant
to the applicable tender offer upon consummation of the mergers, whereupon the
amendments will apply to all Notes of that issue remaining outstanding
following completion of the applicable tender offer.
Notes may be tendered pursuant to the tender offers until 8:00 a.m., New York
City time, on Tuesday, May 2, 2006 (the "Offer Expiration Date"), or such
later date and time to which the Offer Expiration Date is extended or earlier
terminated. Holders who validly tender Notes after 5:00 p.m., New York City
time, on Wednesday, April 12, 2006 but prior to the Offer Expiration Date will
not receive the consent payment of $30.00 per $1,000 principal amount of
Notes.
The tender offers and consent solicitations are being made only pursuant to
the Offer to Purchase and Consent Solicitation Statement dated March 29, 2006
and the related Consent and Letter of Transmittal, as the same may be amended
from time to time. Persons with questions regarding the tender offers or the
consent solicitations should contact Bear, Stearns & Co. Inc. and Lehman
Brothers Inc. who are the Dealer Managers for the tender offers and
Solicitation Agents for the consent solicitations at (877) 696-BEAR
(toll-free) and (800) 438-3242 (toll-free), respectively. The documents
relating to the tender offers and consent solicitations may be obtained from
D.F. King & Co., Inc., the Information Agent, which can be contacted at (212)
269-5550 (for banks and brokers only) or (888) 644-5854 (for all others
toll-free).
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THIS RELEASE IS FOR INFORMATIONAL PURPOSES ONLY AND IS NEITHER AN OFFER TO
PURCHASE NOR A SOLICITATION OF AN OFFER TO SELL THE NOTES. THE OFFER TO BUY
THE NOTES IS ONLY BEING MADE PURSUANT TO THE TENDER OFFER AND CONSENT
SOLICITATION DOCUMENTS, INCLUDING THE OFFER TO PURCHASE AND CONSENT
SOLICITATION STATEMENT AND THE RELATED CONSENT AND LETTER OF TRANSMITTAL. THE
TENDER OFFERS AND CONSENT SOLICITATIONS ARE NOT BEING MADE TO HOLDERS OF NOTES
IN ANY JURISDICTION IN WHICH THE MAKING OR ACCEPTANCE THEREOF WOULD NOT BE IN
COMPLIANCE WITH THE SECURITIES, BLUE SKY OR OTHER LAWS OF SUCH JURISDICTION.
IN ANY JURISDICTION IN WHICH THE TENDER OFFERS OR CONSENT SOLICITATIONS ARE
REQUIRED TO BE MADE BY A LICENSED BROKER OR DEALER, THEY SHALL BE DEEMED TO BE
MADE BY BEAR, STEARNS & CO. INC. OR LEHMAN BROTHERS INC. ON BEHALF OF THE
OPERATING PARTNERSHIP.
SAFE HARBOR STATEMENT
THIS PRESS RELEASE CONTAINS FORWARD-LOOKING STATEMENTS. FORWARD-LOOKING
STATEMENTS, WHICH ARE BASED ON VARIOUS ASSUMPTIONS AND DESCRIBE OUR FUTURE
PLANS, STRATEGIES AND EXPECTATIONS, ARE GENERALLY IDENTIFIED BY OUR USE OF
WORDS SUCH AS "INTEND," "PLAN," "MAY," "SHOULD," "WILL," "PROJECT,"
"ESTIMATE," "ANTICIPATE," "BELIEVE," "EXPECT," "CONTINUE," "POTENTIAL,"
"OPPORTUNITY," AND SIMILAR EXPRESSIONS, WHETHER IN THE NEGATIVE OR
AFFIRMATIVE. WE CANNOT GUARANTEE THAT WE ACTUALLY WILL ACHIEVE THESE PLANS,
INTENTIONS OR EXPECTATIONS. ALL STATEMENTS REGARDING OUR EXPECTED FINANCIAL
POSITION, BUSINESS AND FINANCING PLANS ARE FORWARD- LOOKING STATEMENTS. EXCEPT
FOR HISTORICAL INFORMATION, MATTERS DISCUSSED IN THIS PRESS RELEASE ARE
SUBJECT TO KNOWN AND UNKNOWN RISKS, UNCERTAINTIES AND OTHER FACTORS WHICH MAY
CAUSE OUR ACTUAL RESULTS, PERFORMANCE OR ACHIEVEMENTS TO BE MATERIALLY
DIFFERENT FROM FUTURE RESULTS, PERFORMANCE OR ACHIEVEMENTS EXPRESSED OR
IMPLIED BY SUCH FORWARD-LOOKING STATEMENTS.
FACTORS WHICH COULD HAVE A MATERIAL ADVERSE EFFECT ON OUR OPERATIONS AND
FUTURE PROSPECTS INCLUDE, BUT ARE NOT LIMITED TO: ECONOMIC CONDITIONS
GENERALLY AND THE REAL ESTATE MARKET SPECIFICALLY; SUPPLY AND DEMAND FOR HOTEL
ROOMS IN OUR CURRENT AND PROPOSED MARKET AREAS; OTHER FACTORS THAT MAY
INFLUENCE THE TRAVEL INDUSTRY, INCLUDING HEALTH, SAFETY AND ECONOMIC FACTORS;
COMPETITION; THE LEVEL OF PROCEEDS FROM ASSET SALES; CASH FLOW GENERALLY,
INCLUDING THE AVAILABILITY OF CAPITAL GENERALLY, CASH AVAILABLE FOR CAPITAL
EXPENDITURES, AND OUR ABILITY TO REFINANCE DEBT; THE EFFECTS OF THREATS OF
TERRORISM AND INCREASED SECURITY PRECAUTIONS ON TRAVEL PATTERNS AND DEMAND FOR
HOTELS; THE THREATENED OR ACTUAL OUTBREAK OF HOSTILITIES AND INTERNATIONAL
POLITICAL INSTABILITY; GOVERNMENTAL ACTIONS, INCLUDING NEW LAWS AND
REGULATIONS AND PARTICULARLY CHANGES TO LAWS GOVERNING THE TAXATION OF REAL
ESTATE INVESTMENT TRUSTS; WEATHER CONDITIONS GENERALLY AND NATURAL DISASTERS;
RISING INSURANCE PREMIUMS; RISING INTEREST RATES; AND CHANGES IN U.S.
GENERALLY ACCEPTED ACCOUNTING PRINCIPLES, POLICIES AND GUIDELINES APPLICABLE
TO REAL ESTATE INVESTMENT TRUSTS. THESE RISKS AND UNCERTAINTIES SHOULD BE
CONSIDERED IN EVALUATING ANY FORWARD-LOOKING STATEMENTS CONTAINED IN THIS
PRESS RELEASE OR INCORPORATED BY REFERENCE HEREIN. ALL FORWARD-LOOKING
STATEMENTS SPEAK ONLY AS OF THE DATE OF THIS PRESS RELEASE OR, IN THE CASE OF
ANY DOCUMENT INCORPORATED BY REFERENCE, THE DATE OF THAT DOCUMENT. ALL
SUBSEQUENT WRITTEN AND ORAL FORWARD-LOOKING STATEMENTS ATTRIBUTABLE TO US OR
ANY PERSON ACTING ON OUR BEHALF ARE QUALIFIED BY THE CAUTIONARY STATEMENTS IN
THIS SECTION. WE UNDERTAKE NO OBLIGATION TO UPDATE OR PUBLICLY RELEASE ANY
REVISIONS TO FORWARD-LOOKING STATEMENTS TO REFLECT EVENTS, CIRCUMSTANCES OR
CHANGES IN EXPECTATIONS AFTER THE DATE OF THIS PRESS RELEASE.
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This communication is being made in respect of the proposed merger transaction
involving MeriStar and affiliates of The Blackstone Group. In connection with
the proposed transaction, MeriStar has filed a definitive proxy statement with
the Securities and Exchange Commission. Before making any voting or investment
decision, shareholders are urged to read the definitive proxy statement
carefully and in its entirety as it contains important information about the
proposed transaction. The definitive proxy statement has been mailed to
MeriStar shareholders. In addition, the definitive proxy statement and other
documents are available free of charge at the Securities and Exchange
Commission's Internet website, WWW.SEC.GOV. The definitive proxy statement and
other pertinent documents also may be obtained for free at MeriStar's website,
WWW.MERISTAR.COM, or by contacting Kevin Welch, Senior Vice President and
Treasurer, MeriStar Hospitality, telephone (301) 581-5926.
MeriStar and its directors and officers and other members of management and
employees may be deemed to be participants in the solicitation of proxies in
respect to the proposed transactions. Information regarding MeriStar's
directors and executive officers is detailed in its proxy statements and
annual reports on Form 10-K, previously filed with the SEC, and the definitive
proxy statement relating to the proposed transactions.
FOR IMMEDIATE RELEASE
Contact:
Kevin J. Welch Jerry Daly or Carol McCune
MeriStar Hospitality Daly Gray Public Relations (Media)
(301) 581-5926 (703) 435-6293
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