American Hotel Income Properties REIT LP (“
AHIP”,
or the “
Company”) (TSX: HOT.UN, TSX: HOT.U, TSX:
HOT.DB.V), today announced that the annual meeting of unitholders
of AHIP will be held in Vancouver on June 8, 2023 (the
“
Meeting”) and that AHIP and its general partner,
American Hotel Income Properties REIT (GP) Inc. (“
AHIP
GP”), have entered into a support agreement (the
“
Support Agreement”) with K2 Principal Fund L.P.
(“
K2 Fund”) and K2 & Associates Investment
Management Inc. (“
K2” and together with K2 Fund,
the “
K2 Group”). The K2 Group is a significant
securityholder of AHIP.
The Support Agreement provides for, among other
things, the right of the K2 Group to nominate one individual for
election to the board of directors of AHIP GP (the
“Board”) at the Meeting. For purposes of the
Meeting, the K2 Group has identified Josef Vejvoda as its
nominee.
Mr. Vejvoda acts as a special advisor to K2.
Previously, Mr. Vejvoda was a portfolio manager at K2 from August
2013 and became K2’s Chief Compliance Officer in March 2017 and
Chief Executive Officer in October 2018, until stepping back from
administrative duties in March 2021 to focus solely on special
projects. Mr. Vejvoda has over 25 years of extensive capital
markets experience and has held senior management roles at a number
of the country’s largest financial institutions including Merrill
Lynch Canada, National Bank Financial and TD Securities. Mr.
Vejvoda has served on numerous public company boards and has
contributed to the realization of significant increases in
shareholder value. Mr. Vejvoda graduated from Queen’s University
with a bachelor degree in computer science. He has also earned the
Chartered Investment Manager designation from the Canadian
Securities Institute and is a graduate of the Institute of
Corporate Directors having achieved the ICD.D designation.
“We are pleased to have the support of one of
our most significant securityholders and look forward to having
Josef join our Board following the annual meeting of our
unitholders in June,” said Michael Murphy, Chair of the Board. “We
believe Josef will bring new insights and a depth of experience
that will serve to further strengthen our Board.”
Commenting on his nomination, Mr. Vejvoda
stated, “I look forward to working with AHIP’s Board and management
team to unlock value for all unitholders.”
The Support Agreement also provides the K2 Group
with the right to nominate one individual for election to the Board
for the purposes of the 2024 annual meeting of AHIP’s unitholders
(the “2024 Meeting”) and sets out customary
standstill restrictions and voting covenants which the K2 Group
will be bound by until the later of (i) the day immediately after
the 2024 Meeting or June 30, 2024 (whichever comes first), and
(ii) thirty days after the K2 Group ceases to have a nominee
serving on the Board.
ABOUT AMERICAN HOTEL INCOME PROPERTIES RET
LP
American Hotel Income Properties REIT LP (TSX:
HOT.UN, TSX: HOT.U, TSX: HOT.DB.V), or AHIP, is a limited
partnership formed to invest in hotel real estate properties across
the United States. AHIP’s premium branded, select-service hotels
are located in secondary metropolitan markets that benefit from
diverse and typically stable demand. AHIP’s hotels operate under
brands affiliated with Marriott, Hilton, IHG and Choice Hotels
through license agreements. The Company’s long-term objectives are
to build on its proven track record of successful investment,
deliver monthly U.S. dollar denominated distributions to
unitholders, and generate value through the continued growth of its
diversified hotel portfolio. More information is available at
www.ahipreit.com.
FORWARD-LOOKING INFORMATION
Certain statements in this news release may
constitute “forward-looking information” within the meaning of
applicable securities laws. Forward-looking information generally
can be identified by words such as “anticipate”, “believe”,
“continue”, “expect”, “estimates”, “intend”, “may”, “outlook”,
“objective”, “plans”, “should”, “will” and similar expressions
suggesting future outcomes or events. Forward-looking information
includes, but is not limited to, statements made or implied
relating to the objectives of AHIP, AHIP’s strategies to achieve
those objectives and AHIP’s beliefs, plans, estimates, projections
and intentions and similar statements concerning anticipated future
events, results, circumstances, performance, or expectations that
are not historical facts. Forward-looking information in this news
release includes, but is not limited to, statements with respect
to: the expected timing of the Meeting; the election of the K2
nominee to the Board; and AHIP’s stated long-term objectives.
Although the forward-looking information
contained in this news release is based on what AHIP’s management
believes to be reasonable assumptions, AHIP cannot assure investors
that actual results will be consistent with such information.
Forward-looking information is based on a number of key
expectations and assumptions made by AHIP, including, without
limitation: the Meeting will be held in accordance with the
currently contemplated timing; the nominees for election at the
Meeting will be elected to the Board; there will be no third-party
nominees put forward for election to the Board at the Meeting or
the 2024 Meeting; the parties will comply with their obligations
under the Support Agreement; and AHIP will achieve its long-term
objectives.
Forward-looking information involves significant
risks and uncertainties and should not be read as a guarantee of
future performance or results as actual results may differ
materially from those expressed or implied in such forward-looking
information, accordingly undue reliance should not be placed on
such forward-looking information. Those risks and uncertainties
include, among other things, risks related to: the Meeting may not
be held in accordance with the currently contemplated timing;
management and K2 nominees may not be elected to the Board at the
Meeting or the 2024 Meeting; there may be third-party nominees put
forward for election at the Meeting and the 2024 Meeting who may be
elected to the Board; and AHIP may not achieve its long-term
objectives. Management believes that the expectations reflected in
the forward-looking information are based upon reasonable
assumptions and information currently available; however,
management can give no assurance that actual results will be
consistent with the forward-looking information contained herein.
Additional information about risks and uncertainties is contained
in AHIP’s management’s discussion and analysis for the year ended
December 31, 2022, and AHIP’s annual information form for the year
ended December 31, 2022, copies of which are available on SEDAR at
www.sedar.com.
The forward-looking information contained herein
is expressly qualified in its entirety by this cautionary
statement. Forward-looking information reflect management's current
beliefs and is based on information currently available to AHIP.
The forward-looking information is made as of the date of this news
release and AHIP assumes no obligation to update or revise such
information to reflect new events or circumstances, except as may
be required by applicable law.
For additional information, please
contact:
Travis BeattyChief Financial
Officerir@ahipreit.com
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