EXHIBIT 99.1
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FOR IMMEDIATE RELEASE
Contact:
Kevin J. Welch
MeriStar Hospitality
(301) 581-5926
MERISTAR ANNOUNCES COMPLETION OF MERGERS WITH
AFFILIATES OF THE BLACKSTONE GROUP
BETHESDA, Md., May 2, 2006--MeriStar Hospitality Corporation (NYSE:
MHX) and its susbisiary, MeriStar Hospitality Operating Partnership, L.P.,
announced the completion of the merger of MeriStar with and into Alcor
Acquisition LLC, the merger of Alcor Acquisition L.P. with and into MeriStar
Hospitality Operating Partnership, L.P., and the other transactions
contemplated by the Agreement and Plan of Merger, dated as of February 20,
2006, by and among MeriStar, MeriStar Hospitality Operating Partnership, L.P.,
Alcor Holdings LLC, Alcor Acquisition Inc., Alcor Acquisition LLC and Alcor
Acquisition L.P. Alcor Holdings LLC, Alcor Acquisition LLC and Alcor
Acquisition L.P. are affiliates of The Blackstone Group. Under the terms of
the merger agreement, holders of shares of MeriStar common stock and units of
limited partner interest in MeriStar Hospitality Operating Partnership, L.P.
will receive $10.45 per share or unit in cash, without interest.
In addition, MeriStar Hospitality Operating Partnership, L.P.
announced that as of 8:00 a.m., New York City time, on May 2, 2006, the
expiration date of the tender offers for its 9% Senior Notes due 2008 and its
9?% Senior Notes due 2011, $236,678,000 aggregate principal amount of its 9%
Senior Notes due 2008 and $334,550,000 aggregate principal amount of its 9?%
Senior Notes due 2011, constituting approximately 96.6% of the 9% Senior Notes
due 2008 and approximately 97.6% of the 9?% Senior Notes, respectively, had
been tendered and not withdrawn in connection with the previously announced
cash tender offers and consent solicitations for such notes. All such 9%
Senior Notes and 9?% Senior Notes validly tendered and not withdrawn in the
tender offers and consent solicitations have been accepted for payment.
MeriStar also announced that the Supplemental Indentures governing the 9%
Senior Notes and the 9?% Senior Notes, which were executed on April 13, 2006
in connection with the receipt of the requisite consents from holders of each
of the 9% Senior Notes and the 9?% Senior Notes to the proposed amendments
reflected therein, are now operative.
ABOUT MERISTAR HOSPITALITY CORPORATION
Bethesda, Maryland-based MeriStar Hospitality Corporation owns 47
principally upper-upscale, full-service hotels in major markets and resort
locations with 14,404 rooms in 19 states and the District of Columbia.
MeriStar owns hotels under such internationally known brands as Hilton,
Sheraton, Marriott, Ritz-Carlton, Westin, Doubletree and Radisson. For more
information about MeriStar, visit the company's website: www.meristar.com.
ABOUT THE BLACKSTONE GROUP
The Blackstone Group, a global private investment and advisory firm
with offices in New York, Atlanta, Boston, Los Angeles, London, Hamburg,
Mumbai and Paris, was founded in 1985. Blackstone's real estate group has
raised approximately $10 billion for real estate investing and has a long
track record of investing in office buildings, hotels and other commercial
properties. In addition to Real Estate, The Blackstone Group's core businesses
include Private Equity, Corporate Debt Investing, Marketable
MeriStar set Record Date
Page 2
Alternative Asset
Management, Mergers and Acquisitions Advisory, and Restructuring and
Reorganization Advisory. Information relating to The Blackstone Group can be
accessed on the Internet at http://www.Blackstone.com.
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.