SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 6)*
Ashford Hospitality Prime, Inc.
(Name of Issuer)
Common Stock, $0.01 par value per share
(Title of Class of Securities)
044102101
(CUSIP Number)
Thomas R. Stephens
Bartlit Beck Herman Palenchar & Scott LLP
1899 Wynkoop Street, Suite 800
Denver, Colorado 80202
(303) 592-3100
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
February 26, 2016
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
* | The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
(Continued on following pages)
CUSIP No. 044102101 |
1. | Names of Reporting Persons.
Sessa Capital (Master), L.P. | |||||
2. | Check the Appropriate Box if a Member of a Group (See Instructions) (A) ¨ (B) x
| |||||
3. | SEC Use Only
| |||||
4. | Source of Funds (See Instructions)
OO | |||||
5. | Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
| |||||
6. | Citizenship or Place of Organization:
Cayman Islands | |||||
Number of Shares Beneficially Owned by Each Reporting Person With
|
7. | Sole Voting Power
2,330,726 | ||||
8. | Shared Voting Power
| |||||
9. | Sole Dispositive Power
2,330,726 | |||||
10. | Shared Dispositive Power
| |||||
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
2,330,726 | |||||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
| |||||
13. | Percent of Class Represented by Amount in Row (11)
8.2% | |||||
14. | Type of Reporting Person (See Instructions)
PN |
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CUSIP No. 044102101 |
1. | Names of Reporting Persons.
Sessa Capital GP, LLC | |||||
2. | Check the Appropriate Box if a Member of a Group (See Instructions) (A) ¨ (B) x
| |||||
3. | SEC Use Only
| |||||
4. | Source of Funds (See Instructions)
AF | |||||
5. | Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
| |||||
6. | Citizenship or Place of Organization:
Delaware | |||||
Number of Shares Beneficially Owned by Each Reporting Person With
|
7. | Sole Voting Power
2,330,726 | ||||
8. | Shared Voting Power
| |||||
9. | Sole Dispositive Power
2,330,726 | |||||
10. | Shared Dispositive Power
| |||||
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
2,330,726 | |||||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
| |||||
13. | Percent of Class Represented by Amount in Row (11)
8.2% | |||||
14. | Type of Reporting Person (See Instructions)
OO |
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CUSIP No. 044102101 |
1. | Names of Reporting Persons.
Sessa Capital IM, L.P. | |||||
2. | Check the Appropriate Box if a Member of a Group (See Instructions) (A) ¨ (B) x
| |||||
3. | SEC Use Only
| |||||
4. | Source of Funds (See Instructions)
AF | |||||
5. | Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
| |||||
6. | Citizenship or Place of Organization:
Delaware | |||||
Number of Shares Beneficially Owned by Each Reporting Person With
|
7. | Sole Voting Power
2,330,726 | ||||
8. | Shared Voting Power
| |||||
9. | Sole Dispositive Power
2,330,726 | |||||
10. | Shared Dispositive Power
| |||||
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
2,330,726 | |||||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
| |||||
13. | Percent of Class Represented by Amount in Row (11)
8.2% | |||||
14. | Type of Reporting Person (See Instructions)
IA |
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CUSIP No. 044102101 |
1. | Names of Reporting Persons.
Sessa Capital IM GP, LLC | |||||
2. | Check the Appropriate Box if a Member of a Group (See Instructions) (A) ¨ (B) x
| |||||
3. | SEC Use Only
| |||||
4. | Source of Funds (See Instructions)
AF | |||||
5. | Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
| |||||
6. | Citizenship or Place of Organization:
Delaware | |||||
Number of Shares Beneficially Owned by Each Reporting Person With
|
7. | Sole Voting Power
2,330,726 | ||||
8. | Shared Voting Power
| |||||
9. | Sole Dispositive Power
2,330,726 | |||||
10. | Shared Dispositive Power
| |||||
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
2,330,726 | |||||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
| |||||
13. | Percent of Class Represented by Amount in Row (11)
8.2% | |||||
14. | Type of Reporting Person (See Instructions)
OO |
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CUSIP No. 044102101 |
1. | Names of Reporting Persons.
John Petry | |||||
2. | Check the Appropriate Box if a Member of a Group (See Instructions) (A) ¨ (B) x
| |||||
3. | SEC Use Only
| |||||
4. | Source of Funds (See Instructions)
AF | |||||
5. | Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
| |||||
6. | Citizenship or Place of Organization:
United States | |||||
Number of Shares Beneficially Owned by Each Reporting Person With
|
7. | Sole Voting Power
2,330,726 | ||||
8. | Shared Voting Power
| |||||
9. | Sole Dispositive Power
2,330,726 | |||||
10. | Shared Dispositive Power
| |||||
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
2,330,726 | |||||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
| |||||
13. | Percent of Class Represented by Amount in Row (11)
8.2% | |||||
14. | Type of Reporting Person (See Instructions)
IN |
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Items 4 and 7 of the statement on Schedule 13D relating to the Common Stock, $0.01 par value per share (the Shares) of Ashford Hospitality Prime, Inc., a Maryland corporation (AHP) previously filed by (i) Sessa Capital (Master), L.P., a Cayman Islands exempted limited partnership (Sessa Capital), as a result of its direct ownership of Shares, (ii) Sessa Capital GP, LLC, a Delaware limited liability company (Sessa Capital GP), as a result of being the sole general partner of Sessa Capital, (iii) Sessa Capital IM, L.P., a Delaware limited partnership (Sessa IM), as a result of being the investment adviser for Sessa Capital, (iv) Sessa Capital IM GP, LLC, a Delaware limited liability company (Sessa IM GP), as a result of being the sole general partner of Sessa IM, and (v) John Petry, as a result of being the manager of Sessa Capital GP and Sessa IM GP (Sessa Capital, Sessa Capital GP, Sessa IM, Sessa IM GP and Mr. Petry are collectively referred to as the Reporting Persons) is hereby amended as follows:
Item 4. Purpose of Transaction
No change except for the addition of the following:
On February 26, 2016, Sessa Capital issued a press release announcing that it filed definitive proxy materials with the Securities and Exchange Commission in connection with the solicitation of proxies to elect Sessas five nominees to AHPs seven member board of directors at AHPs upcoming 2016 Annual Meeting of Stockholders. A copy of Sessa Capitals press release of February 26, 2016 is attached as Exhibit 1 and incorporated by reference in this Item 4 in its entirety.
The Reporting Persons intend to continue to closely monitor actions by AHPs board, and will consider taking further action to protect their interests and the interests of shareholders, which actions may involve plans or proposals of the type described in Item 4(a) through (j) of Schedule 13D.
The Reporting Persons understand that Philip B. Livingston, who is a nominee of Sessa Capital for election to AHPs board of directors, made an acquisition of 4,000 shares of AHPs common stock (less than 0.01% of the outstanding shares) on January 19, 2016 for a total of $41,206. Mr. Livingston used personal investment funds to make the acquisition and such acquisition was effected on the New York Stock Exchange. The acquisition was made for investment purposes and because Mr. Livingston believes a director of a public company should own stock in the company. Mr. Livingston has sole voting and dispositive authority over such shares and no person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, shares owned by Mr. Livingston.
Until October 2015, Mr. Livingston was Chief Executive Officer and a director of Ambassadors Group, Inc., a provider of educational travel experiences and online educational research materials. Mr. Livingstons address is 7145 Cedarwood Circle, Boulder, Colorado 80301. He is a citizen of the United States. During the last five years, Mr. Livingston has not been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors), and has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which he was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
The Reporting Persons have no agreements, arrangements or understandings with Mr. Livingston to act together for the purpose of acquiring, holding, voting or disposing of equity securities of AHP.
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Sessa understands that, on February 25, 2016, AHP filed a lawsuit against the Reporting Persons and Sessa Capitals director nominees alleging violations of the SECs rules relating to proxy and Schedule 13D disclosures. Sessa believes the suit is without merit and intends to vigorously defend itself and the director nominees.
Item 7. Exhibits
The following documents are filed as exhibits to this statement:
Exhibit 1 Press Release dated February 26, 2016 issued by Sessa Capital.
Signature
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: February 26, 2016 |
/s/ John Petry |
John Petry, individually, as manager of Sessa Capital GP, LLC, the general partner of Sessa Capital (Master), L.P., and as manager of Sessa Capital IM GP, LLC, the general partner of Sessa Capital IM, L.P. |
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Exhibit 1
SESSA CAPITAL FILES DEFINITIVE PROXY MATERIALS RELATED
TO ASHFORD PRIME
Highlights Ashford Primes Corporate Governance Deficiencies, Track Record of Poor Financial
Performance, and Need for a Reconstituted Board
Urges Shareholders to Support Sessas Five Highly-Qualified Director Nominees at 2016 Annual Meeting
New York February 26, 2016 Sessa Capital (Master), L.P. (Sessa), the third largest shareholder of Ashford Hospitality Prime, Inc. (NYSE: AHP) (Ashford Prime or the Company), today announced that it filed definitive proxy materials with the Securities and Exchange Commission in connection with Sessas five nominees for election to Ashford Primes seven member Board of Directors at the Companys upcoming 2016 Annual Meeting of Stockholders.
Sessa believes change is needed at the Companys Board of Directors given the poor performance of Ashford Primes stock and the Companys pattern of conflict-of-interest transactions. In the filing, Sessa highlights the following:
| The serious conflicts of interest between Ashford Prime and Ashford Inc., its external manager, whose compensation is driven by asset growth and whose interests may not be aligned with Ashford Primes; |
| Ashford Primes attempt to place disproportionate control of the Company in the hands of its Chairman and CEO, Monty Bennett; |
| The Companys potential payment of a large fee if directors not approved by the incumbent board are elected; |
| The potential grant to Chairman Bennett and other insiders of more voting power in the upcoming director election; |
| The Companys seemingly stalled strategic review process, which Sessa believes has been impaired by the conflicts of interest; |
| The need for change at the board level and increased management oversight; and |
| The strength of Sessas proposed slate of nominees, which possesses the significant expertise, capital markets experience and operating acumen necessary to complete the strategic review and/or manage the Companys operations. |
John Petry, Founder and Managing Partner of Sessa Capital stated, As one of the largest shareholders in Ashford Prime, we are aligned with other shareholders and feel a duty to advocate for change at the Company. The market has judged Ashford Primes actions, under the control of Chairman & CEO Monty Bennett, as value destroying by punishing its stock price with a nearly 50% decline since the Companys stock began trading just over two years ago. Among these actions were a number of conflict-of-interest transactions that we believe reflect poor corporate governance. Additionally, since the August 28, 2015 announcement of the strategic review process, the Company has demonstrated no meaningful progress.
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Petry added: In our view, reconstituting Ashford Primes Board with highly-qualified directors independent of Chairman Bennett is the only way for shareholders to protect the value of their investment and the only chance for a successful, fair and transparent strategic alternatives process. If elected, our slate would immediately pursue all options for renegotiating the Companys onerous termination fee with its external advisor, addressing the potential conflicts of interest, pursuing the strategic review process and seeking to realize full value for Ashford Prime common shareholders.
Sessa urges shareholders to vote the WHITE proxy card for its five board nominees, who are not beholden to Chairman Bennett and will represent the interests of all Ashford Prime shareholders.
Sessas nominees include:
| Lawrence A. Cunningham, Henry St. George Tucker III Research Professor at The George Washington University Law School in Washington D.C.; |
| Philip B. Livingston, who has extensive experience as a director, chief executive officer and chief financial officer of public companies; |
| John E. Petry, Founder and Managing Partner of Sessa Capital; |
| Daniel B. Silvers, Founder and Managing Member of Matthews Lane Capital Partners LLC, director of Forestar Group Inc. and India Hospitality Corp. and former senior member of the real estate, gaming and lodging investment banking group at Bear, Stearns & Co. Inc.; and |
| Chris D. Wheeler, partner at Triton Atlantic Partners, LLC, a real estate development and management company specializing in acquiring, developing and managing residential, resort, multi-family and commercial projects, and former chairman and chief executive officer of Gables Residential Trust. |
For additional details and materials, please visit FixAshfordPrime.com.
ADDITIONAL INFORMATION AND WHERE TO FIND IT
Sessa Capital (Master), L.P. (Sessa Capital) and the other Participants (as defined below) filed with the Securities and Exchange Commission (the SEC) a definitive proxy statement and an accompanying WHITE proxy card to be used to solicit proxies for, among other matters, the election of its slate of director nominees at the 2016 Annual Meeting of Stockholders of Ashford Hospitality Prime, Inc. (AHP). The participants in the proxy solicitation include Sessa Capital, Sessa Capital GP, LLC, Sessa Capital IM, L.P., Sessa Capital IM GP, LLC, John E. Petry, Lawrence A. Cunningham, Philip B. Livingston, Daniel B. Silvers, and Chris D. Wheeler (collectively, the Participants).
SESSA CAPITAL STRONGLY ADVISES ALL STOCKHOLDERS OF AHP TO READ THE PROXY STATEMENT AND OTHER PROXY MATERIALS RELATING TO THE PARTICIPANTS SOLICITATION BECAUSE THEY CONTAIN IMPORTANT INFORMATION INCLUDING INFORMATION ABOUT THE PARTICIPANTS. SUCH PROXY MATERIALS ARE AVAILABLE AT NO CHARGE ON THE SECS WEB SITE AT HTTP://WWW.SEC.GOV. IN ADDITION, THE PARTICIPANTS IN THIS PROXY SOLICITATION WILL PROVIDE COPIES OF THE PROXY STATEMENT WITHOUT CHARGE UPON REQUEST. REQUESTS FOR COPIES SHOULD BE DIRECTED TO THE PARTICIPANTS PROXY SOLICITOR, INNISFREE M&A INCORPORATED AT (888) 750-5834.
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Media Contacts:
Sard Verbinnen & Co
Dan Gagnier / Mark Harnett
212.687.8080
Daniel Goldstein
310.201.2040
Investor Contacts:
Innisfree M&A Incorporated
Scott Winter / Jonathan Salzberger
212.750.5833
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