Cygnus Capital, Inc. Calls Out Ashford Hospitality Trust, Inc.'s Board for Removing Approval of Charter Amendment as a Condition to Highly Dilutive and Unnecessary Exchange Offers

Rhea-AI Summary

Cygnus Capital, a major shareholder of Ashford Hospitality Trust (AHT), owning approximately 8.3% of its outstanding stock, has responded to AHT's amendments concerning highly dilutive exchange offers of preferred stock into common equity. The amendments could lead to a dilution of existing common stock by around 94%. Cygnus warns that the NYSE Proposal, requiring stockholder approval for issuing up to 126 million shares, remains critical to avoiding significant dilution. They urge AHT stockholders to vote against all special meeting proposals to protect their investments.

Positive

• Cygnus Capital highlights its significant stake of 8.3% in AHT, indicating confidence in the company's potential.

Negative

• AHT's proposed amendments could dilute existing common stockholders by ~94%.
• Approval of the NYSE Proposal could permit issuing up to 126 million shares, exceeding the 20% threshold for shareholder approval.

ATLANTA, Oct. 5, 2020 /PRNewswire/ -- Cygnus Capital, Inc. (together with its affiliates, "Cygnus Capital"), one of the largest stockholders of Ashford Hospitality Trust, Inc. (the "Company" or "AHT") (NYSE:AHT), beneficially owning approximately 8.3% of the Company's outstanding common stock, today responded to the recent amendments made by AHT to the highly dilutive exchange offers of preferred stock into common stock that could dilute existing common stockholder by ~94%.  Cygnus Capital notes that while the proposal to amend AHT's corporate charter, which would force the conversion of all preferred stock into common stock if more than 66 2/3% of each series of preferred stock and the common stock approve of the amendment (the "Charter Amendment"), is no longer a condition to consummating the exchange offers, AHT can still significantly dilute common stockholders if the proposal required by the NYSE to issue up to ~126 million shares (or significantly more than 20% of the outstanding, which triggers the stockholder approval requirement) is approved (the "NYSE Proposal") at tomorrow's special meeting of stockholders. 

The NYSE Proposal remains a condition to consummating the exchange offers and needs to fail to reduce the dilution of common stockholders.  If the NYSE Proposal fails, AHT will not be permitted to issue more than 20% of the outstanding common stock.  The NYSE Proposal requires the approval of a simple majority of more votes cast For than Against the proposal.  Accordingly, every vote counts and AHT common stockholders must affirmatively vote AGAINST both the Charter Proposal and NYSE Proposal to avoid significant dilution at tomorrow's special meeting of stockholders. 

Cygnus Capital urges AHT common stockholders to vote AGAINST ALL proposals at AHT's special meeting.  If you have already voted For the special meeting proposals, you have every legal right to change your vote.  Vote AGAINST ALL special meeting proposals today!

About Cygnus Capital, Inc.

Cygnus Capital, Inc. is an integrated real estate investment and alternative asset management company focused on opportunistic, special situation, and distressed real estate investments. Cygnus targets long term, absolute returns for investors by applying a differentiated approach to real estate investing. By placing an emphasis on the acquisition, workout, and disposition of real estate debt assets characterized by their complexity, inefficiency, and niche qualities, Cygnus Capital is able to target superior, absolute returns for its investors. Cygnus Capital and its affiliates own in the aggregate 58,489 shares of the Company's Series D Preferred Stock, 135,564 shares of the Company's Series F Preferred Stock, 160,284 shares of the Company's Series G Preferred Stock, 197,413 shares of the Company's Series H Preferred Stock, and 153,651 shares of the Company's Series I Preferred Stock.

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Written materials are submitted voluntarily pursuant to Rule 14a-6(g)(1) promulgated under the Securities Exchange Act of 1934. This is not a solicitation of authority to vote your proxy. Cygnus Capital is not asking for your proxy card and will not accept proxy cards if sent. The cost of this filing is being borne entirely by Cygnus Capital and its affiliates.

PLEASE NOTE: Cygnus Capital is not asking for your proxy card and cannot accept your proxy card. Please DO NOT send us your proxy card.

Source:

Christopher Swann
CEO, Cygnus Capital, Inc.
cswann@cygnuscapital.com
(404) 465-3685

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SOURCE Cygnus Capital, Inc.

FAQ

What is the main concern addressed by Cygnus Capital regarding Ashford Hospitality Trust (AHT)?

Cygnus Capital is concerned about the potential ~94% dilution of common stockholders due to AHT's highly dilutive exchange offers for preferred stock.

What is the NYSE Proposal related to Ashford Hospitality Trust (AHT)?

The NYSE Proposal seeks stockholder approval for issuing up to 126 million shares, which could significantly dilute existing shareholders.

What does Cygnus Capital urge AHT stockholders to do at the special meeting?

Cygnus Capital urges AHT stockholders to vote against all proposals at the special meeting to prevent dilution of their shares.