SEC Comment Letter for ASHFORD HOSPITALITY TRUST INC (AHT, AHT-PD, AHT-PF, AHT-PG, AHT-PH, AHT-PI) (CIK 0001232582) (AHT) — Mar 31, 2015
ASHFORD HOSPITALITY TRUST INC (AHT, AHT-PD, AHT-PF, AHT-PG, AHT-PH, AHT-PI) (CIK 0001232582)
Date: March 31, 2015 · CIK: 0001232582 · Accession: 0000000000-15-018774
AI Filing Summary & Sentiment
File numbers found in text: 001-31775
Letter
March 31 , 2015 Via E -mail Ms. JJ Fueser UNITE HERE 243 Golden Gate Avenue San Francisco, CA 94102
Re: Ashford Hospitality Trust, Inc. Preliminary Revised Proxy Statement on Schedule 14A Filed March 19 , 2015 by UNITE HERE File No. 001-31775
Dear Ms. Fueser :
We have reviewed your filing and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.
Please respond to this letter by amending your filing, by providing the requested information, or by advising us when you will provide the requested response. If you do not believe our comments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response.
After reviewing any amendment to yo ur filing and the information you provide in response to these comments, we may have additional comments.
General
1. Please confirm that you will update all required information, inclusive of information regarding the pending litigation and participants ’ interests and holdings , as of the most recent practicable date.
2. We note your response to prior comment 4. Please revise footnote 1 t o clarify that the declaratory relief sought by the company includes a declaration from the court that UNITE HERE may not bring its proposals before the company’s 2015 annual meeting of shareholders and that the company is not required to include the UNITE HERE proposals among the items of business to be considered by the shareholders at the company’s 2015 annual meeting of shareholders.
Ms. JJ Fueser UNITE HERE March 31, 2015 Page 2 3. We note your response to prior comment 5. Please revise to clarify the specific bylaw provisions with which you believe you have substantially complied.
4. Please supplementally advise us why Courtney Alexander and JJ Fueser are not participants in the solicitation pursuant to Instruction 3 to Item 4 of Schedule 14A.
5. We note your response to prior comment 8. We presume that you are relying on Rule 14a-5(c) to refer to the information you are required to provide that will be contained in the company’s proxy statement for the annual meeting. If so, please note that we believe that reliance upon Rule 14a -5(c) before the company distributes the information to security holders would be inappropriate. Alternatively, if you determine to disseminate your proxy statement prior to the distribution of the company’s proxy statem ent, you must undertake to provide the omitted information to security holders. Please advise as to your intent in this regard.
II. Supporting Statements
6. Recommending the terms of the Advisory Agreement be amended …
6. We reissue prior comment 10. Clarify the first statement under this heading to indicate the lessons to which you refer. As appropriate, please qualify any disclosure that is added in response to this comment as statements of opinion or belief and provide the requisite support for such statements.
IV. Proxy Voting
7. We note the following disclosure added in response to prior comment 4: “The Maryland courts may grant Ashford the declaratory relief it seeks to bar these proposals from being introduced at th e meeting …. If so, we will nonetheless present your votes on the proposals via letter to management and the board .” Advise us of whether there is an attendant risk that shareholders who submit their votes using the UNIT E HERE proxy card may be disenfran chised if the court grants the declaratory relief sought by the company since any votes presented in the manner you indicated (i.e., via a letter to management and the board) woul d not be counted as votes cast at the 2015 annual meeting of shareholders.
8. Please revise to state whether UNITE HERE will submit votes on proposals 1, 2 and 3 for all shares of stock for which it has been granted proxy authority if, for any reason , UNITE HERE learns subsequent to receiving such proxy authority that its proposal s will not be considered by shareholders at the 2015 annual meeting . We may have further comment.
Ms. JJ Fueser UNITE HERE March 31, 2015 Page 3 9. Further to our comment s above , please revise to highlight that even if you are authorized to present your proposals and/or submit proxy cards returned to you, shareholders who vote using your proxy card are effectively disenfranchised with respect to all of the other proposals being submitted by the company (i.e ., proposals other than company proposals 1, 2 and 3. )
V. Information on Participants in this Solicitation
10. We note the revised disclosure in response to prior comment 13. Please revise further to specify the date such ownership percentage was deter mined, which should be the most recent practicable date.
Form of Proxy
11. Please clarify that proposal 1 re lates to the company’s nominees and not “management” nominees.
You may contact me at (202) 551 -3589 or Mellissa Campbell Duru, Special Counsel, at (202) 551 -3757 if you have any questions regarding our comments .
Sincerely,
/s/ Ti ffany Piland Posil
Show Raw Text
March 31 , 2015
Via E -mail
Ms. JJ Fueser
UNITE HERE
243 Golden Gate Avenue
San Francisco, CA 94102
Re: Ashford Hospitality Trust, Inc.
Preliminary Revised Proxy Statement on Schedule 14A
Filed March 19 , 2015 by UNITE HERE
File No. 001-31775
Dear Ms. Fueser :
We have reviewed your filing and have the following comments. In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
Please respond to this letter by amending your filing, by providing the requested
information, or by advising us when you will provide the requested response. If you do not
believe our comments apply to your facts and circumstances or do not believe an amendment is
appropriate, please tell us why in your response.
After reviewing any amendment to yo ur filing and the information you provide in
response to these comments, we may have additional comments.
General
1. Please confirm that you will update all required information, inclusive of information
regarding the pending litigation and participants ’ interests and holdings , as of the most
recent practicable date.
2. We note your response to prior comment 4. Please revise footnote 1 t o clarify that the
declaratory relief sought by the company includes a declaration from the court that
UNITE HERE may not bring its proposals before the company’s 2015 annual meeting of
shareholders and that the company is not required to include the UNITE HERE proposals
among the items of business to be considered by the shareholders at the company’s 2015
annual meeting of shareholders.
Ms. JJ Fueser
UNITE HERE
March 31, 2015
Page 2
3. We note your response to prior comment 5. Please revise to clarify the specific bylaw
provisions with which you believe you have substantially complied.
4. Please supplementally advise us why Courtney Alexander and JJ Fueser are not
participants in the solicitation pursuant to Instruction 3 to Item 4 of Schedule 14A.
5. We note your response to prior comment 8. We presume that you are relying on Rule
14a-5(c) to refer to the information you are required to provide that will be contained in
the company’s proxy statement for the annual meeting. If so, please note that we believe
that reliance upon Rule 14a -5(c) before the company distributes the information to
security holders would be inappropriate. Alternatively, if you determine to disseminate
your proxy statement prior to the distribution of the company’s proxy statem ent, you
must undertake to provide the omitted information to security holders. Please advise as
to your intent in this regard.
II. Supporting Statements
6. Recommending the terms of the Advisory Agreement be amended …
6. We reissue prior comment 10. Clarify the first statement under this heading to indicate
the lessons to which you refer. As appropriate, please qualify any disclosure that is
added in response to this comment as statements of opinion or belief and provide the
requisite support for such statements.
IV. Proxy Voting
7. We note the following disclosure added in response to prior comment 4: “The Maryland
courts may grant Ashford the declaratory relief it seeks to bar these proposals from being
introduced at th e meeting …. If so, we will nonetheless present your votes on the
proposals via letter to management and the board .” Advise us of whether there is an
attendant risk that shareholders who submit their votes using the UNIT E HERE proxy
card may be disenfran chised if the court grants the declaratory relief sought by the
company since any votes presented in the manner you indicated (i.e., via a letter to
management and the board) woul d not be counted as votes cast at the 2015 annual
meeting of shareholders.
8. Please revise to state whether UNITE HERE will submit votes on proposals 1, 2 and 3 for
all shares of stock for which it has been granted proxy authority if, for any reason ,
UNITE HERE learns subsequent to receiving such proxy authority that its proposal s will
not be considered by shareholders at the 2015 annual meeting . We may have further
comment.
Ms. JJ Fueser
UNITE HERE
March 31, 2015
Page 3
9. Further to our comment s above , please revise to highlight that even if you are authorized
to present your proposals and/or submit proxy cards returned to you, shareholders who
vote using your proxy card are effectively disenfranchised with respect to all of the other
proposals being submitted by the company (i.e ., proposals other than company proposals
1, 2 and 3. )
V. Information on Participants in this Solicitation
10. We note the revised disclosure in response to prior comment 13. Please revise further to
specify the date such ownership percentage was deter mined, which should be the most
recent practicable date.
Form of Proxy
11. Please clarify that proposal 1 re lates to the company’s nominees and not “management”
nominees.
You may contact me at (202) 551 -3589 or Mellissa Campbell Duru, Special Counsel, at
(202) 551 -3757 if you have any questions regarding our comments .
Sincerely,
/s/ Ti ffany Piland Posil
Tiffany Piland Posil
Special Counsel
Office of Mergers and Acquisitions
cc: Via E -mail
Andrew Kahn, Esq.
Davis Cowell & Bowe LLP