NEW YORK--(BUSINESS WIRE)--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 commented on the Company’s 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 Prime's voting interests on a diluted basis.
John Petry, Sessa’s Founder and Managing Partner, stated: “We are deeply troubled by the actions of Ashford Prime’s 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 Prime’s Chairman Monty Bennett. Simply put, when faced with a proxy fight, Ashford Prime’s incumbent directors sold nearly 13.3% of the Company’s 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 Company’s 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.”
As previously announced on January 15, 2016, Sessa plans to nominate a slate of five highly-qualified directors for election at the Company’s 2016 Annual Meeting of Shareholders. Sessa’s nominees are Larry Cunningham, Phil Livingston, John Petry, Daniel Silvers and Chris Wheeler.