Sessa Capital Appeals Texas Court Ruling

Sessa Commences Appeal of Court Decision Denying Stockholders a Choice of Director Nominees

NEW YORK--()--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”), today announced that it has commenced an appeal of the recent decisions by the United States District Court for the Northern District of Texas in connection with Sessa’s proxy contest with Ashford Prime. The appeal is being taken to the United States Court of Appeals for the Fifth Circuit. Sessa intends to request that the District Court’s orders be stayed and that Ashford Prime’s annual stockholders meeting, which is currently scheduled for June 10, 2016, be postponed until after the appeal is resolved. Sessa also intends to request that its appeal be expedited.

The District Court held that Maryland’s business judgment rule protects the decision of the Ashford Prime board to refuse to allow the Sessa nominees to stand for election against the incumbent directors. In its decisions, the District Court noted that Ashford Prime’s board contends Sessa has undisclosed plans for the Company that it did not adequately include in its nominee questionnaires in January 2016 or upon further request. The District Court held that the board “could rationally believe” such plans existed, although the District Court made no finding as to what those plans might be.

The District Court issued a preliminary injunction prohibiting Sessa from soliciting proxies for its nominees. Accordingly, Sessa will not solicit proxies for its nominees unless permitted to do so following the outcome of the appeal and the motions filed in connection with the appeal.

John Petry, Sessa’s principal, commented, “We are deeply disappointed in the District Court’s decision, which will deny Ashford Prime stockholders the opportunity to participate in a competitive director election. We believe that we have been transparent in our disclosures and that all of our plans and proposals for the Company required to be disclosed under the federal securities laws have been fully disclosed in our filings on Schedule 13D and in our proxy materials. We intend to vigorously pursue our appeal of the District Court’s decisions and hope that the courts will ultimately permit Ashford Prime’s stockholders to decide which directors should be their chosen representatives on the Company’s board.”


Sard Verbinnen & Co
Margaret Popper / Zachary Tramonti

Sessa Capital (Master), L.P.