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Re: idkmybffjill post# 204

Tuesday, 08/19/2014 5:42:35 PM

Tuesday, August 19, 2014 5:42:35 PM

Post# of 343
Think about the high level sources and uses here - based on h_man's walkdown, there will be ~$498M of cash coming into Whitehall's hands ($227M of cash and $271M of additional mortgages and mezz, which I presume will be used to finance the other 20 hotels) and ARCHT will issue $451M of preferred equity interests in the two new HoldCo's that they will grant to Whitehall in consideration for the assets.

~$158M in CASH will be used to retire the mortgages encumbering the 20 hotels. We are now down to $340M in cash and $451M in pref interests against ~$284M in other liabilities ($50M Trust Pref, $146.3M in Pref B&C and ~$87M accumulated divs). CASH needs to be utilized to retire these obligations - per the charter, only shares, options or warrants to purchase shares of Junior Stock (which would need be issued by the company) can be utilized to retire Prefs and/or accumulated divs.

While this clearly demonstrates there is enough CASH coming into the system to service all of the debt liabilities (and in a plain vanilla structure, the path to full recovery), the clear issue pertains to what the Company actually "owns." As Enterprising Investor has pointed out numerous times in the past, the Company has demonstrated a very clear fact pattern that the money flowing in from the real estate assets is fungible across all of the downstream entities (i.e. proceeds the sale of an encumbered hotel can be used to pay down debt on the 106 hotel pool). This demonstrates to me that these Trust Preferred and Preferred liabilities would need to be serviced similarly given they are entity level liabilities.

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