Photo of Douglas Kessler

DALLAS—Citing a “lack of responsiveness and willing to engage with us seriously” on a possible merger, Ashford Hospitality Trust on Tuesday said it had submitted a non-binding proposal for a hostile takeover of FelCor Lodging Trust (FCH). The offer of $9.27 per share represents a 28% premium over the closing price of FelCor stock on Friday. A spokeswoman for FelCor tells GlobeSt.com the REIT is reviewing AHT's proposal and is urging shareholders to take no action at this time.

Additionally, AHT has nominated seven directors to the FelCor board. “The goal of these directors, if elected, will be to diligently work to maximize value for FelCor shareholders by evaluating all options, including engaging with Ashford in a more meaningful fashion regarding our proposal, in accordance with their fiduciary duties,” according to a letter from Benjamin Ansell, AHT's lead independent director, to the FelCor board.

In the letter to FelCor, Ansell writes that AHT is “confident that our proposal is economically and strategically compelling to your shareholders. We believe your shareholders are ready for and deserve a change.”

In the past ten years, according to the letter, “FelCor's total return has been a negative 60%, resulting in value impairment of nearly $845 million, while management and the board have spent over $260 million in G&A expenses. During this time, we believe FelCor has made multiple inferior capital allocation decisions and strategy shifts.”

Ansell says in a statement that although it remains AHT's “strong desire to reach an agreement with FelCor on a friendly basis, we are fully committed to pursuing this transaction and are prepared to take all necessary steps to complete it, including nominating a slate of independent directors to ensure that FelCor appropriately considers our proposal.” Those seven nominees include Marvin Banks, Keith Cowan, Jeffrey Lavine, Christos Megalou, John Mark Ramsey, Gregory Rush and Daniel Schmerin.

Canaccord Genuity analyst Ryan Meliker cites the strong track record of AHT management in making portfolio transactions accretive, along with the “increased scale, diversification and liquidity” of a combination with FelCor and the potential for property cost synergies. “It is unclear whether a deal will move forward, but we don't expect any other suitors to come in at a higher price and given the 28% premium being offered, we believe FCH shareholders are likely more inclined to sell to AHT than to continue to have FCH operated as a going concern,” according to an investors note Tuesday from Meliker and other Canaccord analysts.

Separately, AHT said Tuesday that its board had named Douglas A. Kessler as CEO, effective immediately. Monty J. Bennett, the REIT's previous CEO, remains board chairman. Kessler, who has been with AHT since its 2003 IPO, most recently serving as president, will not stand for re-election to the company's board.

Photo of Douglas Kessler

DALLAS—Citing a “lack of responsiveness and willing to engage with us seriously” on a possible merger, Ashford Hospitality Trust on Tuesday said it had submitted a non-binding proposal for a hostile takeover of FelCor Lodging Trust (FCH). The offer of $9.27 per share represents a 28% premium over the closing price of FelCor stock on Friday. A spokeswoman for FelCor tells GlobeSt.com the REIT is reviewing AHT's proposal and is urging shareholders to take no action at this time.

Additionally, AHT has nominated seven directors to the FelCor board. “The goal of these directors, if elected, will be to diligently work to maximize value for FelCor shareholders by evaluating all options, including engaging with Ashford in a more meaningful fashion regarding our proposal, in accordance with their fiduciary duties,” according to a letter from Benjamin Ansell, AHT's lead independent director, to the FelCor board.

In the letter to FelCor, Ansell writes that AHT is “confident that our proposal is economically and strategically compelling to your shareholders. We believe your shareholders are ready for and deserve a change.”

In the past ten years, according to the letter, “FelCor's total return has been a negative 60%, resulting in value impairment of nearly $845 million, while management and the board have spent over $260 million in G&A expenses. During this time, we believe FelCor has made multiple inferior capital allocation decisions and strategy shifts.”

Ansell says in a statement that although it remains AHT's “strong desire to reach an agreement with FelCor on a friendly basis, we are fully committed to pursuing this transaction and are prepared to take all necessary steps to complete it, including nominating a slate of independent directors to ensure that FelCor appropriately considers our proposal.” Those seven nominees include Marvin Banks, Keith Cowan, Jeffrey Lavine, Christos Megalou, John Mark Ramsey, Gregory Rush and Daniel Schmerin.

Canaccord Genuity analyst Ryan Meliker cites the strong track record of AHT management in making portfolio transactions accretive, along with the “increased scale, diversification and liquidity” of a combination with FelCor and the potential for property cost synergies. “It is unclear whether a deal will move forward, but we don't expect any other suitors to come in at a higher price and given the 28% premium being offered, we believe FCH shareholders are likely more inclined to sell to AHT than to continue to have FCH operated as a going concern,” according to an investors note Tuesday from Meliker and other Canaccord analysts.

Separately, AHT said Tuesday that its board had named Douglas A. Kessler as CEO, effective immediately. Monty J. Bennett, the REIT's previous CEO, remains board chairman. Kessler, who has been with AHT since its 2003 IPO, most recently serving as president, will not stand for re-election to the company's board.

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Paul Bubny

Paul Bubny is managing editor of Real Estate Forum and GlobeSt.com. He has been reporting on business since 1988 and on commercial real estate since 2007. He is based at ALM Real Estate Media Group's offices in New York City.

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