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BEE closed at $7.67 on 3/12/13 when the WSJ article appeared.
Strategic Hotels & Resorts Enters into a Definitive Agreement to be Acquired by Blackstone for $14.25 per Share (9/08/15)
CHICAGO, Sept. 8, 2015 /PRNewswire/ -- Strategic Hotels & Resorts, Inc. (NYSE: BEE) ("the Company") today announced that it has entered into a definitive agreement with affiliates of Blackstone Real Estate Partners VIII L.P., under which Blackstone will acquire all outstanding shares of common stock of Strategic Hotels & Resorts, Inc., for $14.25 per share in cash, and all of the outstanding membership units of the Company's subsidiary, Strategic Hotels Funding L.L.C., not held by the Company, for $14.25 per unit in cash. Including outstanding debt of the Company, the total transaction value is approximately $6 billion.
"Our board and management team have consistently stated that we would consider any opportunity that maximizes stockholder value," said Raymond L. "Rip" Gellein, Chairman and Chief Executive Officer of Strategic Hotels & Resorts, Inc. "We believe this transaction capitalizes on our unique portfolio, strong asset management platform and continued operating outperformance over the past several years. The board thoroughly considered various alternatives over the course of the past few years, and this all cash offer from Blackstone creates significant stockholder value with a high degree of execution certainty," concluded Gellein.
Tyler Henritze, co-head of US acquisitions for Blackstone Real Estate, added, "We are excited about the opportunity to acquire one of the highest quality luxury hotel portfolios in the U.S. As long term investors in the lodging industry, we remain confident in the fundamentals of the sector despite recent market volatility."
The offer price represents a premium of approximately 13% over the unaffected intra-day trading price on July 23, 2015, at which point a media article was issued reporting a potential transaction for the Company. On August 17, 2015, the Company confirmed that its Board of Directors had retained J.P. Morgan and was exploring possible strategic alternatives for the Company, including the potential sale of the Company.
Approvals and Anticipated Closing
Completion of the transaction is expected to occur by the first quarter of 2016, and is contingent upon customary closing conditions, including the approval of Strategic Hotel's stockholders, who will vote on the transaction at a special meeting on a date to be announced. Furthermore, the transaction is not subject to a financing contingency. The Board of Directors of Strategic Hotels has unanimously approved the merger agreement.
Advisors
J.P. Morgan is acting as financial advisor to Strategic Hotels & Resorts, Inc. J.P. Morgan and Duff & Phelps provided fairness opinions to the Strategic Hotels Board of Directors in connection with the transaction. Sidley Austin LLP is acting as legal advisor to Strategic Hotels. Simpson Thacher & Bartlett LLP is acting as legal advisor to Blackstone.
About the Company
Strategic Hotels & Resorts, Inc. is a real estate investment trust (REIT) which owns and provides value enhancing asset management of high-end hotels and resorts in the United States. The Company currently has ownership interests in 17 properties with an aggregate of 7,921 rooms and 847,000 square feet of multi-purpose meeting and banqueting space. For a list of current properties and for further information, please visit the Company's website at www.strategichotels.com.
About Blackstone
Blackstone is a global leader in real estate investing. Blackstone's real estate business was founded in 1991 and has $92 billion in investor capital under management. Blackstone's real estate portfolio includes hotel, office, retail, industrial and residential properties in the US, Europe, Asia and Latin America. Major investments include Hilton Worldwide, Invitation Homes (single family homes), Logicor (pan-European logistics), SCP (Chinese shopping malls), and prime office buildings in the world's major cities. Blackstone real estate also operates one of the leading real estate finance platforms, including management of the publicly traded Blackstone Mortgage Trust (NYSE: BXMT).
http://www.prnewswire.com/news-releases/strategic-hotels--resorts-enters-into-a-definitive-agreement-to-be-acquired-by-blackstone-for-1425-per-share-300138822.html
Luxury hotel owner Strategic Hotels to explore sale (8/17/15)
Luxury hotel owner Strategic Hotels & Resorts Inc (BEE.N) said it was exploring strategic alternatives, including a sale, sending its shares up 4.5 percent in premarket trading.
The company, which has a market capitalization of about $3.8 billion, said on Monday it had hired J.P. Morgan as financial adviser.
Strategic Hotels' portfolio comprises hotels such as Marriott International Inc's (MAR.O) Ritz-Carlton and JW Marriott luxury brands.
Cascade Investment LLC, Strategic Hotels' second-largest shareholder, said separately it had entered into a "confidentiality and standstill agreement" with the company for sharing certain non-public information.
Bloomberg reported in July that Strategic Hotels had hired a bank to help find a buyer and that Ebay Inc (EBAY.O) founder Pierre Omidyar was among those interested.
Strategic Hotels' shares were trading up at $14.55 before the bell.
Up to Friday's close of $13.92, the stock had risen about 7 percent since July 22, the day before the Bloomberg report.
http://www.reuters.com/article/2015/08/17/us-strategic-hotels-offer-idUSKCN0QM1A620150817
Strategic Hotels & Resorts Exploring Strategic Alternatives (8/17/15)
CHICAGO, Aug. 17, 2015 /PRNewswire/ -- Strategic Hotels & Resorts, Inc. (NYSE: BEE) announced today that its Board of Directors is exploring possible strategic alternatives for the Company, including the potential sale of the Company. The Company has retained J.P. Morgan as financial advisor.
"Our Board of Directors and management team remain committed to acting in the best interests of our shareholders," said Raymond L. "Rip" Gellein, Chairman and Chief Executive Officer of Strategic Hotels & Resorts, Inc. "We are confident in our strategic plan and the value we have created for our shareholders. At the same time, we are always open to ways in which we can further maximize shareholder value."
There can be no assurance that the Company will enter into any transaction at this time or in the future. The Company does not intend to make any further public announcements regarding this matter prior to the completion of this exploration.
About the Company
Strategic Hotels & Resorts, Inc. is a real estate investment trust (REIT) which owns and provides value enhancing asset management of high-end hotels and resorts in the United States and Europe. The Company currently has ownership interests in 18 properties with an aggregate of 8,199 rooms and 851,000 square feet of multi-purpose meeting and banqueting space. For a list of current properties and for further information, please visit the Company's website at www.strategichotels.com.
http://www.prnewswire.com/news-releases/strategic-hotels--resorts-exploring-strategic-alternatives-300129052.html
Cascade Investment, L.L.C. owns 26,912,800 shares (8/08/15)
Controls 9.8 percent(1)
(1) All shares of common stock (“Common Stock”) of Strategic Hotels & Resorts, Inc. (the “Issuer”) held by Cascade Investment, L.L.C. (“Cascade”) may be deemed to be beneficially owned by William H. Gates III as the sole member of Cascade.
Item 3. Source and Amount of Funds or Other Consideration
Since March 5, 2015, Cascade purchased 1,735,900 shares of Common Stock on the open market with its working capital for an aggregate purchase price of $21,450,689.89 (including commissions).
Item 4. Purpose of Transaction
In light of the possibility that the Issuer is exploring a potential sale transaction as noted in recent press reports, the Reporting Persons have determined to approach the Issuer about the possibility of exploring strategic alternatives for the Issuer, including the possibility of the Reporting Persons being a party to a transaction involving the acquisition of the Issuer. Such discussions may lead to the Reporting Persons participating in such a transaction. There is no assurance that any such transaction will in fact occur.
The Reporting Persons expect to consider and evaluate on an ongoing basis their investment in the Issuer’s Common Stock. From time to time, the Reporting Persons have engaged in and expect in the future to engage in discussions with directors, management and other representatives of the Issuer concerning the Reporting Person’ investments in the Issuer’s Common Stock. The Reporting Persons may also engage in discussions with these persons, with other securityholders of the Issuer and with other relevant parties concerning the business and strategic direction of the Issuer and opportunities to enhance shareholder value. The Reporting Persons may at any time, and from time to time, depending on their evaluation of their investment in the Issuer’s Common Stock, take any and all actions with respect to the Issuer and their investment in the Common Stock as they deem advisable and in their best interest, including disposing of all or a portion of the securities of the Issuer that the Reporting Persons now own or may hereafter acquire. The Reporting Persons reserve the right to change their plans and intentions at any time, as they deem appropriate, and to take any and all actions that they may deem appropriate to maximize the value of their investment.
The foregoing summarizes the Reporting Persons’ plans or proposals as of the date hereof that relate to or would result in any matters listed in Items 4(a)-(j) of Schedule 13D.
Bulls book into Strategic Hotels (8/10/14)
http://video.cnbc.com/gallery/?play=1&video=3000404951
I guess Pete Najarian should have checked EDGAR before heading to the telestrator.
Strategic Hotels & Resorts, Inc. Acquires Montage Laguna Beach (1/29/15)
CHICAGO, Jan. 29, 2015 /PRNewswire/ -- Strategic Hotels & Resorts, Inc. (NYSE: BEE), today announced that it has acquired the 250-room Montage Laguna Beach from an affiliate of Ohana Real Estate Investors LLC for $360.0 million, plus customary working capital adjustments. The Company funded the acquisition, in part, through the issuance of 7,347,539 shares of common stock to an affiliated designee of the seller, priced at $13.61 per share, or an implied valuation of $100.0 million. In addition, the Company assumed a $150 million mortgage loan encumbering the property, priced at a fixed interest rate of 3.90%, which matures in August 2021. The remaining portion of the purchase price was funded with existing cash balances.
Montage Hotels & Resorts will continue to manage the Forbes Five-Star destination resort, which features 250 ocean facing guestrooms and is located on approximately 30-acres of fee simple owned land sitting atop a 50-foot bluff overlooking the Pacific Ocean. Opened in 2003, the hotel features 60 suites, 16,000 square feet of indoor meeting space, a 20,000 square foot spa, and multiple acclaimed food and beverage outlets.
"We are thrilled to acquire Montage Laguna Beach, a truly iconic luxury hotel located on one of the best resort settings in the continental United States. The acquisition is consistent with our strategy of expanding our best-in-class portfolio of irreplaceable and world-class luxury hotels located in North America," commented Raymond L. "Rip" Gellein, Chairman and Chief Executive Officer of Strategic Hotels & Resorts, Inc. "The Southern California market generally, and the coastal Orange County market specifically, have been among the highest rated markets in the country and are poised to continue their strong growth given the diverse set of demand drivers and no competitive supply in the current pipeline as the result of extremely high barriers to entry. The opportunity to acquire a hotel of this prominence is exceptionally rare and we are delighted to work with the team at Ohana on this transaction as well as beginning what we believe will be a long and successful partnership with Montage, whose exceptional stewardship of this asset over the years has positioned the company as a pre-eminent operator of luxury hotels and resorts."
Said Alan Fuerstman, Founder & Chief Executive Officer of Montage Hotels & Resorts, "We are excited to be working with Strategic Hotels & Resorts, who, as one of the leading luxury hotel owners in our business, share our ongoing commitment to the outstanding hospitality established at Montage Laguna Beach over many years."
The purchase price represents a 16.5 times multiple on forecasted 2015 EBITDA of $21.8 million and a 5.0 percent capitalization rate on forecasted 2015 NOI of $18.1 million.
"Montage Laguna Beach is one of the Southern California resort market leaders with a trailing twelve month RevPAR penetration index of 185 times and a 2015 budgeted ADR of nearly $600 and Total RevPAR over $1,000, both of which meaningfully exceed the average of these respective metrics in our already industry leading portfolio," continued Gellein. "Together with Montage, we will continue delivering a superior guest experience at the hotel while further enhancing operating results by leveraging our industry leading asset management expertise and their ability to deliver market-leading results."
JLL acted as an advisor on the transaction. The Company was represented by Greenberg Traurig LLP and Paul Hastings LLP on the transaction and Ohana was represented by Dentons.
About the Company
Strategic Hotels & Resorts, Inc. is a real estate investment trust (REIT) which owns and provides value-enhancing asset management of high-end hotels and resorts in the United States. The Company currently has ownership interests in 18 properties with an aggregate of 8,325 rooms and 875,000 square feet of meeting space. For a list of current properties and for further information, please visit the Company's website at http://www.strategichotels.com.
About Ohana Real Estate Investors LLC.
Ohana Real Estate Investors (OREI) is a real estate investment and development firm focused on high quality, desirably located hotels and fully serviced residential communities. OREI's operating portfolio includes the Montage Beverly Hills, the Montage Deer Valley, and Maravilla Los Cabos, an oceanfront private residential community under development in Cabo San Lucas. The company is currently developing Hanalei Plantation Resort on the island of Kauai and Saggio Hills in Healdsburg, CA. For further information, please visit www.ohanare.com.
About Montage Hotels & Resorts
Montage Hotels & Resorts is a hotel and resort management company founded by Alan J. Fuerstman in 2002. Designed to serve luxury travelers and homeowners, Montage Hotels & Resorts is a diverse hotel management company that is the compilation of two hotel collections that cater to the broad range of travel desires and needs of the luxury consumer. Montage Hotels offers comfortable luxury hotels and residences, with a unique sense of place and spirit, impeccable hospitality and memorable culinary, spa and lifestyle experiences. Pendry Hotels will be a celebration of the best of Southern California, influenced by great taste-making destinations across the world. Offering anticipatory service and fashion-forward design, Pendry Hotels will open its first hotel in San Diego in 2016. For more information, please visit www.montagehotels.com and www.pendryhotels.com
http://www.prnewswire.com/news-releases/strategic-hotels--resorts-inc-acquires-montage-laguna-beach-300028134.html
Strategic Hotels & Resorts, Inc. Closes Acquisition Of Remaining Interest In The Hotel del Coronado (6/12/14)
CHICAGO, June 12, 2014 /PRNewswire/ -- Strategic Hotels & Resorts, Inc. (NYSE: BEE), today announced that the Company closed on the acquisition of the remaining 63.6 percent ownership interest in the Hotel del Coronado for $210.0 million. The transaction valued the asset at $787.0 million and includes the assumption of the existing $475.0 million mortgage financing. The closing of the transaction is reflected in the Company's full-year 2014 guidance.
About the Company
Strategic Hotels & Resorts, Inc. is a real estate investment trust (REIT) which owns and provides value enhancing asset management of high-end hotels and resorts in the United States and Europe. The Company currently has ownership interests in 16 properties with an aggregate of 7,862 rooms and 835,000 square feet of multi-purpose meeting and banqueting space. For a list of current properties and for further information, please visit the Company's website at www.strategichotels.com.
http://www.prnewswire.com/news-releases/strategic-hotels--resorts-inc-closes-acquisition-of-remaining-interest-in-the-hotel-del-coronado-262876821.html
Strategic Hotels & Resorts, Inc. To Redeem All Outstanding Shares Of Its 8.25% Series C Cumulative Redeemable Preferred Stock (6/02/14)
CHICAGO, June 2, 2014 /PRNewswire/ -- Strategic Hotels & Resorts, Inc. (NYSE: BEE) today announced that it intends to redeem all of the outstanding 3,827,727 shares of its 8.25% Series C Cumulative Redeemable Preferred Stock (NYSE: BEE-PC) (the "Series C Preferred Shares") on July 3, 2014 (the "Call Date"). The Series C Preferred Shares will be redeemed at a redemption price of $25.00 per share, plus accrued and unpaid dividends from July 1, 2014 up to and including the Call Date in the amount of $0.01719 per share, for a total redemption cost of $95,758,973.63. From and after the Call Date, dividends will cease to accrue and the only remaining rights of holders of Series C Preferred Shares will be to receive payment of the redemption price, plus accrued and unpaid dividends up to and including the Call Date.
The notice of redemption and other materials relating to the redemption of shares of the Series C Preferred Shares will be mailed to holders of record of such shares on or about June 3, 2014. As will be specified in the notice of redemption, payment of the redemption price will be made only upon presentation and surrender of the certificates representing the Series C Preferred Shares to the redemption agent, Computershare Trust Company, N.A. If delivered by mail, certificates should be sent to 250 Royall Street, Canton, MA 02021, Attn: Corporate Actions. Questions relating to the notice of redemption of the Series C Preferred Shares should be directed to Computershare Trust Company, N.A. at 1-855-396-2084.
Strategic also declared a quarterly cash dividend of $0.51563 per share of its Series C Preferred Shares and a cash dividend of $0.51563 per share of its 8.25% Series B Cumulative Redeemable Preferred Stock ("Series B Preferred Shares"). The Series C Preferred Share and Series B Preferred Share dividends are each payable on or about June 30, 2014, to shareholders of record of each of the Series C Preferred Shares and Series B Preferred Shares, respectively, as of the close of business on June 16, 2014. In addition, Strategic has declared and set apart for payment a dividend on the Series B Preferred Shares for the period from July 1, 2014 up to and including the Call Date at the rate of $2.0625 per annum (or $0.51563 per quarter), which dividend is expected to be paid as part of the normal quarterly dividend on the Series B Preferred Shares on or about September 30, 2014.
About Strategic Hotels & Resorts
Strategic Hotels & Resorts, Inc. is a real estate investment trust (REIT) which owns and provides value enhancing asset management of high-end hotels and resorts in the United States and Europe. The Company currently has ownership interests in 16 properties with an aggregate of 7,862 rooms and 835,000 square feet of multi-purpose meeting and banqueting space. For a list of current properties and for further information, please visit the Company's website at www.strategichotels.com.
Strategic Hotels & Resorts, Inc. Announces Closing Of A Seven-Year, $120 Million Loan Secured By The Loews Santa Monica Beach Hotel (5/30/14)
CHICAGO, May 30, 2014 /PRNewswire/ -- Strategic Hotels & Resorts, Inc. (NYSE: BEE) today announced that it has closed a $120.0 million limited recourse loan secured by the Loews Santa Monica Beach Hotel. This new financing replaces the $108.0 million financing previously encumbering the property. Under the terms of the agreement, the loan bears interest at a floating rate of LIBOR plus 255 basis points and has a three-year initial term with four, one-year extension options available to the Company upon satisfying certain financial and other conditions. Wells Fargo Bank originated the financing.
About the Company
Strategic Hotels & Resorts, Inc. is a real estate investment trust (REIT) which owns and provides value enhancing asset management of high-end hotels and resorts in the United States and Europe. The Company currently has ownership interests in 16 properties with an aggregate of 7,862 rooms and 835,000 square feet of multi-purpose meeting and banqueting space. For a list of current properties and for further information, please visit the Company's website at www.strategichotels.com.
http://www.prnewswire.com/news-releases/strategic-hotels--resorts-inc-announces-closing-of-a-seven-year-120-million-loan-secured-by-the-loews-santa-monica-beach-hotel-261241691.html
Strategic Hotels & Resorts, Inc. Announces Upsizing And Pricing Of Public Offering Of 36,000,000 Shares Of Common Stock (5/28/14)
CHICAGO, May 28, 2014 /PRNewswire/ -- Strategic Hotels & Resorts, Inc. (the "Company") (NYSE: BEE) today announced that it priced an underwritten public offering of 36,000,000 shares of its common stock (the "Offering") at $10.50 per share. The Company has granted the underwriters a 30-day option to purchase up to 5,400,000 additional shares of common stock to cover over-allotments, if any. The Company estimates that the net proceeds from the Offering, after underwriting discounts and commissions and estimated offering expenses, will be approximately $362.4 million or approximately $416.8 million if the underwriters' over-allotment option is exercised in full. J.P. Morgan, Deutsche Bank Securities, BofA Merrill Lynch, and Wells Fargo Securities are acting as joint book-running managers for the Offering. Raymond James is acting as lead manager, and BMO Capital Markets, Capital One Securities, Evercore, JMP Securities and MLV & Co. are acting as co-managers for the Offering.
The Company intends to use the net proceeds from the Offering to fund the acquisition of the 63.6% ownership interest in the Hotel del Coronado that it does not own from its joint venture partner, to redeem all of the issued and outstanding shares of its 8.25% Series C Cumulative Redeemable Preferred Stock, and for general corporate purposes, including, without limitation, reducing its borrowings under its bank credit facility, repaying other debt and funding capital expenditures and working capital.
The Offering is expected to close on June 2, 2014, subject to customary closing conditions. The Company will issue all of the shares of common stock under its effective shelf registration statement filed with the Securities and Exchange Commission (the "SEC").
This press release does not constitute an offer to sell or the solicitation of an offer to buy any shares of the Company's common stock, nor shall there be any sale of these securities in any jurisdiction in which such an offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. The offering may be made only by means of a prospectus and a related prospectus supplement, which have been filed or will be filed with the SEC. When available, the final prospectus supplement and accompanying base prospectus may be obtained from J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, or by telephone at 866-803-9204; or from Deutsche Bank Securities Inc., Attention: Prospectus Group, 60 Wall Street, New York, NY 10005, or by calling 800-503-4611 or by emailing a request to prospectus.cpdg@db.com; or from BofA Merrill Lynch, 222 Broadway, New York, NY 10038, Attn: Prospectus Department or email dg.prospectus_requests@baml.com; or from Wells Fargo Securities, LLC, Attention: Equity Syndicate Department, 375 Park Avenue, New York, New York, 10152, at (800) 326-5897 or email a request to cmclientsupport@wellsfargo.com; or by visiting the EDGAR database on the SEC's web site at www.sec.gov.
About the Company
Strategic Hotels & Resorts, Inc. is a real estate investment trust (REIT) which owns and provides value enhancing asset management of high-end hotels and resorts in the United States and Europe. The company currently has ownership interests in 16 properties with an aggregate of 7,862 rooms and 835,000 square feet of multi-purpose meeting and banqueting space.
http://www.prnewswire.com/news-releases/strategic-hotels--resorts-inc-announces-upsizing-and-pricing-of-public-offering-of-36000000-shares-of-common-stock-260919931.html
Strategic Hotels & Resorts, Inc. Announces Public Offering Of Common Stock (5/27/14)
CHICAGO, May 27, 2014 /PRNewswire/ --Strategic Hotels & Resorts, Inc. (the "Company") (NYSE: BEE) today announced that it is commencing an underwritten public offering of 34,000,000 shares of its common stock (the "Offering"). The Company expects to grant the underwriters an option to purchase up to 5,100,000 additional shares of common stock to cover over-allotments, if any. J.P. Morgan, Deutsche Bank Securities, BofA Merrill Lynch, and Wells Fargo Securities will act as joint book-running managers for the Offering.
The Company intends to use the net proceeds from the Offering to fund the acquisition of the 63.6% ownership interest in the Hotel del Coronado that it does not own from its joint venture partner, to redeem all of the issued and outstanding shares of its 8.25% Series C Cumulative Redeemable Preferred Stock, and for general corporate purposes, including, without limitation, reducing its borrowings under its bank credit facility, repaying other debt and funding capital expenditures and working capital.
The offering of the shares will be made under the Company's effective shelf registration statement filed with the Securities Exchange Commission (the "SEC"). The Company has filed a prospectus supplement with the SEC for the common stock offering to which this communication relates. When available, the prospectus supplement and accompanying base prospectus, meeting the requirements of Section 10 of the Securities Act of 1933, may be obtained from J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, or by telephone at 866-803-9204; or from Deutsche Bank Securities Inc., Attention: Prospectus Group, 60 Wall Street, New York, NY 10005, or by calling 800-503-4611 or by emailing a request to prospectus.cpdg@db.com; or from BofA Merrill Lynch, 222 Broadway, New York, NY 10038, Attn: Prospectus Department or email dg.prospectus_requests@baml.com; or from Wells Fargo Securities, Attention: Equity Syndicate Department, 375 Park Avenue, New York, New York, 10152, at (800) 326-5897 or email a request to cmclientsupport@wellsfargo.com; or by visiting the EDGAR database on the SEC's web site at www.sec.gov.
This press release does not constitute an offer to sell or the solicitation of an offer to buy any shares of the Company's common stock, nor shall there be any sale of these securities in any jurisdiction in which such an offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. The offering may be made only by means of a prospectus and a related prospectus supplement, which have been filed with the SEC.
About the Company
Strategic Hotels & Resorts, Inc. is a real estate investment trust (REIT) which owns and provides value enhancing asset management of high-end hotels and resorts in the United States and Europe. The company currently has ownership interests in 16 properties with an aggregate of 7,862 rooms and 835,000 square feet of multi-purpose meeting and banqueting space.
http://www.prnewswire.com/news-releases/strategic-hotels--resorts-inc-announces-public-offering-of-common-stock-260819281.html
Strategic Hotels & Resorts, Inc. To Acquire The Remaining Interest In The Hotel del Coronado (5/27/14)
CHICAGO, May 27, 2014 /PRNewswire/ -- Strategic Hotels & Resorts, Inc. (NYSE: BEE), today announced that the Company has signed an agreement to acquire the remaining 63.6 percent ownership interest in the 757-room Hotel del Coronado for $210 million. The Company currently owns a 36.4 percent ownership position in the asset through a joint venture with certain affiliates of Blackstone Real Estate Partners VI L.P. ("Blackstone"). The transaction values the asset at a gross value of approximately $787.0 million, net of approximately $18.0 million of cash currently held at the property and within the joint venture, and includes the assumption of the existing $475.0 million mortgage financing.
"We are thrilled to be acquiring the remaining equity position in the Hotel del Coronado and to have the opportunity to fully own this truly iconic hotel in the very attractive San Diego market. Our company has had an ownership interest in the Del since 2006 and served as asset manager throughout that period, giving us comprehensive knowledge of this multi-faceted resort," commented Raymond L. "Rip" Gellein, Chairman and Chief Executive Officer of Strategic Hotels & Resorts, Inc. "The Hotel Del is experiencing excellent growth in group and transient business, and is expected to outperform in the coming years given the lack of any new supply in the San Diego market. Further, the hotel is not encumbered by a long-term hotel management contract which creates additional flexibility and value as owner of this property," stated Gellein. "Finally, we would like to acknowledge Blackstone as an outstanding partner and for the value they helped create at the Del during our joint ownership period."
The net purchase price represents a 14.3 times multiple on forecasted 2014 EBITDA and a 6.2 percent capitalization rate on forecasted 2014 NOI. Management estimates the to-be-acquired 63.6 percent interest in the hotel is projected to generate an incremental $19 million to $21 million of EBITDA for the remainder of 2014. In the first quarter of 2014, RevPAR grew 11 percent at the property resulting in 21 percent EBITDA growth. The transaction, which is subject to certain closing conditions, is expected to close in the second quarter of 2014.
About the Hotel del Coronado
Hotel del Coronado is a 757-room, 25 oceanfront acre resort property located on the Coronado Island just across the San Diego Bay that first opened in 1888. It is one of the few surviving examples of an American architectural genre: the wooden Victorian Beach resort. It is the second largest wooden structure in the United States and was designated a National Historic Landmark in 1977 and is a designated Californian Historical Landmark.
Few, if any, resort destinations in San Diego offer the level of service, multitude of amenities, and quality beaches of the Hotel del Coronado. The resort includes 679 recently renovated rooms and 78 luxury hotel-condo cottages and villas, more than 14,000 square feet of retail destinations, multiple restaurant and bar offerings, more than 110,000 square feet of meeting space and the "The Spa at the Del," which features 21 treatment rooms and a full service fitness center.
The resort has been ranked in USA Today's "Top 10 Resorts in the World" list, Travel + Leisure's "Top 20 Hotel Spas in the World" list, and "America's Best Beaches" list by the Wall Street Journal.
About the Company
Strategic Hotels & Resorts, Inc. is a real estate investment trust (REIT) which owns and provides value enhancing asset management of high-end hotels and resorts in the United States and Europe. The Company currently has ownership interests in 16 properties with an aggregate of 7,862 rooms and 835,000 square feet of multi-purpose meeting and banqueting space. For a list of current properties and for further information, please visit the Company's website at www.strategichotels.com.
http://www.prnewswire.com/news-releases/strategic-hotels--resorts-inc-to-acquire-the-remaining-interest-in-the-hotel-del-coronado-260818981.html
Strategic Hotels & Resorts Reports First Quarter 2014 Financial Results (5/07/14)
Strong operating results lead to 19.5% increase in Comparable EBITDA and 220 basis points of EBITDA margin expansion
CHICAGO, May 7, 2014 /PRNewswire/ -- Strategic Hotels & Resorts, Inc. (NYSE: BEE) today reported results for the first quarter ended March 31, 2014.
"Our first quarter was highly productive from both an operating and transaction perspective," noted Raymond L. "Rip" Gellein, Chairman and Chief Executive Officer of Strategic Hotels & Resorts, Inc. "We experienced 6.3 percent RevPAR growth, which would have been approximately 9 percent when adjusted for displacement for several room renovation projects, and total RevPAR increased 9.2 percent on the strength of ancillary group revenue during the quarter. In addition, the Company executed the sale of both the Four Seasons Punta Mita Resort and the Marriott London Grosvenor Square hotel, and redeployed the capital to redeem the Series A preferred stock, acquire the remaining 50% joint venture interest in the Fairmont Scottsdale Princess resort and reduce outstanding debt by approximately $190 million. We are extremely pleased with the results of the quarter and are increasing our guidance range for Total RevPAR growth to reflect the strength in non-rooms spending and raising our Comparable FFO per share guidance range to reflect our recent balance sheet activity. All other guidance ranges are being maintained," summarized Gellein.
First Quarter Highlights
•Total consolidated revenues were $194.7 million in the first quarter of 2014, a 7.4 percent increase over the prior year period.
•Total United States portfolio RevPAR increased 6.3 percent in the first quarter of 2014, driven by a 5.1 percent increase in ADR and a 0.7 percentage point increase in occupancy compared to the first quarter of 2013. Total RevPAR increased 9.2 percent between periods with non-rooms revenue increasing by 12.0 percent between periods.
•Total United States portfolio EBITDA margins expanded 220 basis points in the first quarter of 2014, compared to the first quarter of 2013.
•Comparable FFO was $0.06 per diluted share in the first quarter of 2014, compared with $0.01 per diluted share in the prior year period, a 500.0 percent increase over the prior year period.
•Comparable EBITDA was $41.2 million in the first quarter of 2014, compared with $34.5 million in the prior year period, a 19.5 percent increase between periods.
•Net income attributable to common shareholders was $217.2 million, or $0.97 per diluted share, in the first quarter of 2014, compared with net loss attributable to common shareholders of $23.4 million, or $0.12 per diluted share, in the first quarter of 2013. This increase included $233.9 million in gains from asset sales, net of taxes, and the consolidation of an affiliate during the quarter.
•Group occupied room nights in the Total United States portfolio increased 6.3 percent, offsetting a 3.7 percent decrease in transient occupied room nights, in the first quarter of 2014 compared to the first quarter of 2013. Group ADR increased 2.8 percent and transient ADR increased 7.3 percent compared to the first quarter of 2013.
•Group room nights currently booked for 2014 are 5.3 percent higher compared to room nights booked for 2013 at the same time last year, with rates 3.2 percent higher, resulting in an 8.7 percent RevPAR increase.
Preferred Equity Dividends & Redemption
On March 3, 2014, the Company's board of directors declared a quarterly dividend of $0.51563 per share of 8.25 percent Series B Cumulative Redeemable Preferred Stock paid on March 31, 2014 to shareholders of record as of the close of business on March 14, 2014 and a quarterly dividend of $0.51563 per share of 8.25 percent Series C Cumulative Redeemable Preferred Stock paid on March 31, 2014 to shareholders of record as of the close of business on March 14, 2014.
On April 3, 2014, the Company completed the redemption of all of the outstanding 4,148,141 shares of its 8.50 percent Series A Cumulative Redeemable Preferred Stock (the "Series A Preferred Shares"). The Series A Preferred Shares were redeemed at par value of $25.00 per share, plus accrued and unpaid dividends in the amount of $0.54896 per share, for a total redemption cost of $105,980,688. The redemption of the Series A Preferred Shares eliminated approximately $6.5 million in dividend payments in 2014 and $8.8 million of dividend payments on an annual basis.
Transaction Activity
On February 28, 2014, the Company closed on the sale of the Four Seasons Punta Mita Resort and adjacent La Solana land parcel for $200.0 million. The Company used the net proceeds after taxes to redeem the Series A Preferred Shares and reduce indebtedness under its revolving credit facility.
On March 31, 2014, the Company closed on the sale of the Marriott London Grosvenor Square hotel for £125.15 million ($207.7 million), or approximately £528,000 per key ($877,000). Net proceeds from the transaction totaled approximately £57.9 million ($96.2 million), after the repayment of property-level net debt of £67.3 million ($112.2 million).
Also on March 31, 2014, the Company closed on the acquisition of the remaining 50 percent ownership interest in the Fairmont Scottsdale Princess resort for approximately $90.6 million, representing a net purchase price of approximately $288.0 million, or $440,000 per key.
Subsequent Events
On April 21, 2014, the Company paid $22.7 million to terminate its $400.0 million notional value interest rate swap portfolio, which will reduce cash interest expense by approximately $11.5 million in 2014. The swap portfolio had a weighted average LIBOR interest rate of 5.09 percent. As a result of the swap terminations, the Company will record $8.9 million of non-cash interest expense in the last nine months of the year related to the amortization of the swaps' remaining Other Comprehensive Income ("OCI") balance. This non-cash interest expense will be added back for purposes of reporting Comparable FFO and Comparable FFO per fully diluted share and is reflected in the Company's revised guidance ranges.
On April 25, 2014, the Company closed on a new $300.0 million stock secured credit facility with an accordion feature allowing for additional borrowing capacity up to $400.0 million. The facility's interest rate is based upon a leverage-based pricing grid ranging from LIBOR plus 175 basis points to LIBOR plus 250 basis points. The initial pricing is LIBOR plus 200 basis points, representing a 75 basis point decline from the Company's previous credit facility.
2014 Guidance
Based on the results of the first quarter of 2014 and current forecasts for the remainder of the year, management is maintaining its guidance ranges for full year 2014 RevPAR growth, EBITDA margin expansion and Comparable EBITDA, and increasing its guidance range for full year 2014 Total RevPAR growth and Comparable FFO per fully diluted share.
For the full-year ending December 31, 2014, the Company is providing the following guidance ranges:
Total United States portfolio hotel comparisons for the first quarter of 2014 are derived from the Company's hotel portfolio at March 31, 2014, consisting of all 15 properties located in the United States, including unconsolidated joint ventures.
Earnings Call
The Company will conduct its first quarter 2014 conference call for investors and other interested parties on Thursday, May 8, 2014 at 10:00 a.m. Eastern Time (ET). Interested individuals are invited to access the call by dialing 800.299.9086 (toll international: 617.786.2903 with passcode 15895989. To participate on the webcast, log on to the company's website at http://www.strategichotels.com or http://edge.media-server.com/m/p/wznf5ahg/lan/en 15 minutes before the call to download the necessary software.
For those unable to listen to the call live, a taped rebroadcast will be available beginning at 2 p.m. ET on May 8, 2014 through 11:59 p.m. ET on May 15, 2014. To access the replay, 888.286.8010 (toll international: 617.801.6888) with passcode 76977708. A replay of the call will also be available on the Internet at http://www.strategichotels.com or http://www.earnings.com for 30 days after the call.
The Company also produces supplemental financial data that includes detailed information regarding its operating results. This supplemental data is considered an integral part of this earnings release. These materials are available on the Strategic Hotels & Resorts' website at www.strategichotels.com.
About the Company
Strategic Hotels & Resorts, Inc. is a real estate investment trust (REIT) which owns and provides value enhancing asset management of high-end hotels and resorts in the United States and Europe. The Company currently has ownership interests in 16 properties with an aggregate of 7,862 rooms and 835,000 square feet of multi-purpose meeting and banqueting space. For a list of current properties and for further information, please visit the Company's website at www.strategichotels.com.
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Strategic Hotels & Resorts, Inc. Announces Redemption Of Its 8.50% Series A Cumulative Redeemable Preferred Stock (4/04/14)
CHICAGO, April 4, 2014 /PRNewswire/ -- Strategic Hotels & Resorts, Inc. (NYSE: BEE) today announced that it completed the redemption of all of the outstanding 4,148,141 shares of its 8.50% Series A Cumulative Redeemable Preferred Stock (NYSE: BEE-PA) (the "Series A Preferred Shares"). The Series A Preferred Shares were redeemed at a redemption price of $25.00 per share, plus accrued and unpaid dividends in the amount of $0.54896 per share, for a total redemption cost of $105,980,688.48. The redemption of the Series A Preferred Shares will eliminate approximately $6.5 million in dividend payments for the remainder of 2014 and $8.8 million of dividend payments on an annual basis.
About Strategic Hotels & Resorts
Strategic Hotels & Resorts, Inc. is a real estate investment trust (REIT) which owns and provides value enhancing asset management of high-end hotels and resorts in the United States and Europe. The Company currently has ownership interests in 16 properties with an aggregate of 7,862 rooms and 835,000 square feet of multi-purpose meeting and banqueting space. For a list of current properties and for further information, please visit the Company's website at www.strategichotels.com.
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Strategic Hotels & Resorts, Inc. Announces The Sale Of The Marriott London Grosvenor Square Hotel And Acquisition Of The Remaining 50 Percent Ownership Interest In The Fairmont Scottsdale Princess (4/01/14)
The transactions effectively complete the Company's exit from Europe and enhance its industry leading United States hotel portfolio
CHICAGO, April 1, 2014 /PRNewswire/ -- Strategic Hotels & Resorts, Inc. (NYSE: BEE), today announced two significant transactions: The closing of the sale of the Marriott London Grosvenor Square hotel and the acquisition of the remaining 50 percent ownership interest in the Fairmont Scottsdale Princess. Combined with the previously completed sale of the Four Seasons Punta Mita resort, the Company successfully executed over $715 million in transactions in the first quarter of 2014.
The Company closed on the sale of the 237-room Marriott London Grosvenor Square hotel for £125.15 million ($207.7 million), or approximately £528,000 per key ($877,000). Net proceeds from the transaction total approximately £58.1 million ($96.5 million), after the repayment of property-level net debt of £67.0 million ($111.3 million). The hotel was sold to an affiliate of Hong Kong based private equity firm Joint Treasure and remains subject to a ground lease with 43 years remaining on the term. The Company was advised by JLL on the sale of the hotel.
"By closing on the sale of the the Marriott London Grosvenor Square, we are finalizing our exit of the European market, as previously committed," said Raymond L. "Rip" Gellein, Chairman and Chief Executive Officer of Strategic Hotels & Resorts, Inc. "In addition, this sale will eliminate approximately $1.0 million of annual frictional costs associated with the asset and allow us to redeploy capital into one of the highest growth assets in our portfolio," Gellein continued.
The Company also closed on the acquisition of the remaining 50 percent ownership interest in the 649-room Fairmont Scottsdale Princess resort for approximately $90.6 million. Prior to the transaction, the Company owned a 50 percent ownership position in the asset through a joint venture with an affiliate of Walton Street Capital, L.L.C. ("Walton Street"). The transaction values the asset at a gross value of $307.5 million and includes the assumption of the existing $117.0 million mortgage financing. As part of the transaction, the Company earned a promoted interest that was negotiated during the 2011 restructuring of the asset totaling $19.3 million, resulting in a net purchase price of approximately $288 million.
"The Fairmont Scottsdale Princess is one of our highest growth assets as the resort continues to benefit from the addition of 60,000 square feet of new meeting space as well as improving market trends in the greater Phoenix/Scottsdale market. In fact, since the introduction of new meeting spaces and other amenities, group RevPAR penetration at the resort has increased nearly 17 points," said Gellein. "We are pleased to essentially match-fund this acquisition with the proceeds from the sale of the Marriott London Grosvenor Square, allowing us to execute this acquisition without requiring us to raise external capital. On a full-year basis, the two transactions are essentially neutral to our earnings per share and marginally deleverage the balance sheet. Our nearly three year partnership with Walton Street, who assisted us in recapitalizing the resort in 2011, has been both a rewarding and profitable experience, and we appreciate their support and partnership," Gellein concluded.
The net purchase represents a $444,000 per key valuation, a 12.7 times multiple on forecasted 2014 EBITDA and a 6.5 percent capitalization rate on forecasted 2014 NOI. In 2013, RevPAR grew 15 percent at the property resulting in 48 percent EBITDA growth.
[table deleted]
The lowering of the FFO per diluted share guidance range is primarily driven by the timing of the closing of the transactions and the seasonality of the two hotels. On a pro forma, full-year basis, the two transactions would be neutral to FFO per diluted share and marginally lower the Company's leverage metrics. The Company is reaffirming its other previously provided guidance metrics for 2014 including RevPAR growth in the range of 5.0 percent to 7.0 percent and Total RevPAR in the range of 4.5 percent to 6.5 percent for its Same Store and Total United States hotel portfolios.
About the Fairmont Scottsdale Princess
The Fairmont Scottsdale Princess is a 649-room, 65-acre resort property located in the northern region of Scottsdale. The hotel's design is authentically western with Spanish-style architecture throughout the property. Few, if any, resort destinations in Scottsdale offer the level of service, multitude of amenities, and expansive grounds of the Fairmont Scottsdale Princess.
The resort includes 649 rooms and suites consisting of 72 villas / Fairmont Gold rooms and 119 casitas, 106,000 square feet of indoor meeting space including the newly completed 20,000 square foot Palomino Ballroom, 50,000 square feet of outdoor meeting space, a 44,000 square foot Well & Being wellness spa, five restaurants including Bourbon Steak and La Hacienda, and the exclusive long-term booking rights to two 18-hole Championship Golf Courses (one of which is a TPC course and home to the annual PGA Tour Waste Management Open, formerly the Phoenix Open). Of the resort's 65 acres of controlled land, 27 are fee simple and 38 are under a favorable long-term lease agreement through 2110 with the City of Scottsdale.
About the Company
Strategic Hotels & Resorts, Inc. is a real estate investment trust (REIT) which owns and provides value-enhancing asset management of high-end hotels and resorts in the United States and Europe. The Company currently has ownership interests in 16 properties with an aggregate of 7,862 rooms and 835,000 square feet of multi-purpose meeting and banqueting space. For a list of current properties and for further information, please visit the Company's website at www.strategichotels.com.
About Walton Street
Walton Street Capital, L.L.C. is a premier private equity real estate firm based in Chicago, Illinois that focuses on value-added and opportunistic real estate related investments. Since its founding in 1994, affiliates of Walton Street Capital have received total equity commitments of over $8.0 billion from public and corporate pension plans, foreign institutions, insurance companies and banks, endowments and foundations, trusts, and high net worth individuals. The firm employs over 100 professionals through its offices in Chicago, IL (USA), Mexico City, Mexico and Mumbai, India.
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Strategic Hotels & Resorts Reaches Agreement With Orange Capital And Appoints David W. Johnson To Board Of Directors (3/07/14)
CHICAGO, March 7, 2014 /PRNewswire/ -- Strategic Hotels & Resorts, Inc. (NYSE: BEE) ("Strategic Hotels" or the "Company") today announced that it has reached an agreement with Orange Capital, LLC and agreed to appoint David W. Johnson to the Company's Board of Directors. With the addition of David W. Johnson, the Strategic Hotels Board expands to 10 members, 9 of whom are independent and all of whom are elected annually. Johnson will also be included in the Company's slate of nominees for election to the Board at the 2014 Annual Meeting of Shareholders.
"We are pleased to welcome Dave Johnson to our Board," said Raymond L. "Rip" Gellein, Chairman and Chief Executive Officer of Strategic Hotels & Resorts, Inc. "Our Board comprises highly qualified leaders and professionals across a range of disciplines, and we believe Dave Johnson's extensive hospitality experience will be very valuable as we continue executing on our strategic plan. As always, we are dedicated to creating value for our shareholders and appreciate the constructive input from Orange Capital and other shareholders regarding the Company's strategy. The Company will continue to evaluate all opportunities to enhance shareholder value."
"Under Rip and the Board's leadership, Strategic Hotels has taken positive steps to enhance governance and improve the Company's balance sheet," said Daniel Lewis, Managing Partner of Orange Capital. "This is evidenced by the Board's decision to eliminate the shareholder rights plan, conduct an independent review of the Company's executive compensation plan, and the recent announcement of the redemption of the Company's Series A Preferred Stock. Strategic Hotels owns a highly unique luxury portfolio, and I am confident the Company is on the right path to maximize value for all shareholders."
In connection with today's announcement, Orange Capital has withdrawn its notice of nomination of all of its director candidates to the Strategic Hotels' Board and has agreed to vote its shares in favor of each of the Company's nominees at the 2014 Annual Meeting. Furthermore, Orange Capital has agreed to a customary standstill provision.
The complete agreement between Strategic Hotels and Orange Capital will be filed on a Form 8-K with the Securities and Exchange Commission.
About David W. Johnson
Mr. Johnson currently serves as the President and Chief Executive Officer of Aimbridge Hospitality, the nation's second largest independent hotel investment and management firm, which currently owns and/or manages over 200 upscale independent and branded hotels with nearly 27,000 rooms across the United States and the Caribbean. Prior to joining Aimbridge, Mr. Johnson spent 17 years at Wyndham International serving in various capacities including Executive Vice President/Chief Marketing Officer and President of Wyndham Hotels.
Mr. Johnson received his bachelor's degree in Business Economics from Northeastern Illinois University, graduating with highest honors. Mr. Johnson currently serves on several Boards of Directors including The Juvenile Diabetes Research Foundation International, Meeting Professionals International and Active International, and was recently on the Board of Directors for Gaylord Entertainment.
About the Company
Strategic Hotels & Resorts, Inc. is a real estate investment trust (REIT) which owns and provides value-enhancing asset management of high-end hotels and resorts in the United States and Europe. The Company currently has ownership interests in 17 properties with an aggregate of 8,099 rooms and 847,000 square feet of meeting space. For a list of current properties and for further information, please visit the Company's website at http://www.strategichotels.com.
http://www.prnewswire.com/news-releases/strategic-hotels--resorts-reaches-agreement-with-orange-capital-and-appoints-david-w-johnson-to-board-of-directors-249037851.html
Strategic Hotels & Resorts, Inc. To Redeem All Outstanding Shares Of Its 8.50% Series A Cumulative Redeemable Preferred Stock (3/03/14)
CHICAGO, March 3, 2014 /PRNewswire/ -- Strategic Hotels & Resorts, Inc. (NYSE: BEE) today announced that it intends to redeem all of the outstanding 4,148,141 shares of its 8.50% Series A Cumulative Redeemable Preferred Stock (NYSE: BEE-PA) (the "Series A Preferred Shares") on April 3, 2014 (the "Call Date"). The Series A Preferred Shares will be redeemed at a redemption price of $25.00 per share, plus accrued and unpaid dividends up to and including the Call Date in the amount of $0.54896 per share, for a total redemption cost of $105,980,688.48. From and after the Call Date, dividends will cease to accrue and the only remaining rights of holders of Series A Preferred Shares will be to receive payment of the redemption price, plus accrued and unpaid dividends up to and including the Call Date.
The notice of redemption and other materials relating to the redemption of shares of the Series A Preferred Shares will be mailed to holders of record of such shares on or about March 4, 2014. As will be specified in the notice of redemption, payment of the redemption price will be made only upon presentation and surrender of the certificates representing the Series A Preferred Shares to the redemption agent, Computershare Trust Company, N.A. If delivered by mail, certificates should be sent to 250 Royall Street, Canton, MA 02021, Attn: Corporate Actions. Questions relating to the notice of redemption of the Series A Preferred Shares should be directed to Computershare Trust Company, N.A. at 1-855-396-2084.
Strategic also declared a cash dividend of $0.51563 per share of its 8.25% Series B Cumulative Redeemable Preferred Stock ("Series B Preferred Shares") and a cash dividend of $0.51563 per share of its 8.25% Series C Cumulative Redeemable Preferred Stock ("Series C Preferred Shares"). The Series B Preferred Share and Series C Preferred Share dividends are each payable on or about March 31, 2014, to shareholders of record of each of the Series B Preferred Shares and Series C Preferred Shares, respectively, as of the close of business on March 14, 2014.
About Strategic Hotels & Resorts
Strategic Hotels & Resorts, Inc. is a real estate investment trust (REIT) which owns and provides value enhancing asset management of high-end hotels and resorts in the United States and Europe. The Company currently has ownership interests in 17 properties with an aggregate of 8,099 rooms and 847,000 square feet of multi-purpose meeting and banqueting space. For a list of current properties and for further information, please visit the Company's website at www.strategichotels.com.
http://www.prnewswire.com/news-releases/strategic-hotels--resorts-inc-to-redeem-all-outstanding-shares-of-its-850-series-a-cumulative-redeemable-preferred-stock-248251551.html
Proxy Fight Tests Impenetrability of REITs (2/25/14)
CommonWealth Is Under Siege From Dissident Shareholders
The widespread belief that activist campaigns and hostile takeovers can't win in the world of real-estate investment trusts may soon be upended.
CommonWealth REIT, which owns more than 300 office buildings in the U.S., is under siege from a group of dissident shareholders, led by billionaire real-estate magnate Stephen Ross's Related Cos. and hedge-fund firm Corvex Management LP. The investors are seeking to replace management, arguing it is rife with conflicts of interest that have kept CommonWealth trading at below the value of its office-property portfolio.
"For a long time, nobody thought a REIT could be successfully attacked, so nobody bothered," said Darren Novak, a banker at Houlihan Lokey who advises companies and activist investors. "If CommonWealth falls, that perception will change."
Activist battles and hostile takeovers of REITs are rare, partly because of tax rules and corporate charters that prevent any one investor from owning more than about 10% of a company's shares.
REITs' hefty dividends also have shielded them from a common argument made by activists—that companies aren't returning enough cash to shareholders. Moreover, most REIT stocks typically trade at or near the value of their properties, which makes it hard for activists to argue they can uncork hidden value.
Of hundreds of board battles waged at public companies since 2006, only about a dozen have targeted REITs, according to data compiled for The Wall Street Journal by FactSet. No dissident has swept a vote or won a majority of seats. A few have negotiated settlements for one or two board seats. Most lost or gave up.
CommonWealth has been criticized because its management has earned fees based on the size of CommonWealth's assets, rather than on the company's performance. The dissidents say that encourages the company to acquire more office buildings, no matter the price, and to sell aging properties rather than renovate them. Analysts at Green Street Advisors called CommonWealth "uninvestable" last year because of its management structure.
The CommonWealth dissidents' argument has gotten enough traction that they might succeed in spite of the share-ownership rules by cobbling together a critical mass of sympathetic shareholders. Corvex, run by Keith Meister, a disciple of activist investor Carl Icahn, and Related persuaded owners of 70% of shares to vote to oust CommonWealth's board last year.
An arbitration panel voided that vote on procedural grounds late last year. But the panel's ruling paved the way for the new vote that started on Feb. 20 and concludes in about three weeks. The outcome is too close to call.
CommonWealth is managed by Reit Management & Research, a Newton, Mass.-based external advisory firm run by father and son Barry and Adam Portnoy. Because CommonWealth technically has no employees of its own, RMR provides management services for a fee, which for years has been based on the value of the REIT's assets.
Adam Portnoy, chief executive of RMR, said in an emailed statement Monday that Related and Corvex "are pursuing a self-interested agenda" and have a plan for CommonWealth that is "short term oriented, reckless and inconsistent with the investment goals of long term REIT investors." He also accused the dissident group of a "campaign to take control of CommonWealth without paying shareholders anything for that control."
In the latest twist in the CommonWealth fight, the dissidents brought on Sam Zell, the billionaire Chicago real-estate mogul, to join their proposed slate of directors as chairman.
Adam Portnoy has criticized an arrangement that gives Mr. Zell and one of his lieutenants, David Helfand, the option to buy up to four million shares of the REIT's stock currently held by Related and Corvex at a discounted price, saying it makes him "question [Mr. Zell's] motivations" for joining the board.
The Portnoys have been working the phones and traveling to New York to court shareholders, according to investors who have heard their pitch.
Over the past few months, CommonWealth also has made a series of governance changes as a response, in part, to the activist battle mounting against them, including restructuring the board so that directors aren't all chosen at once, adding new seats for independent directors, promising to drop a poison-pill defense and changing the way management fees are calculated by tying them to the company's stock performance.
Related and Corvex have said these changes are "window dressing" and can easily be abandoned if CommonWealth wins the shareholder vote.
"Clearly these changes were reactionary to the pressure they were under," said Ian Ferry, a portfolio manager at Delaware Investments, a mutual-fund manager that owns 8.13% of CommonWealth's stock and is siding with the dissidents. "All that anyone's asked for is a vote. Everything they've done has been to obstruct that."
The outcome of the vote hinges largely on a few shareholders. The Vanguard Group Inc., owns more than 12% of CommonWealth's stock, while affiliates of BlackRock Inc., own about 7%. Vanguard sided with the dissidents in last year's vote; BlackRock abstained. Both firms declined to comment.
In 2012, the Portnoys' company earned $65.3 million in fees from CommonWealth, which has a market capitalization of $3.15 billion, while CommonWealth's stock trailed the Nareit Office Index by 9.2 percentage points.
Through the first three quarters of last year, Reit Management has received $48.6 million, compared with $48.9 million over the same period in 2012, the company said. Over the first three quarters of 2013, however, starting around when the dissident group announced it was accumulating shares, the company's stock has beaten the Nareit index by 38.7 percentage points.
The dissidents and other critics also have attacked CommonWealth for reappointing a director one day after receiving just 14% of votes at a May shareholder meeting, and for requiring shareholders to arbitrate disputes confidentially rather than sue in open court. "The corporate governance track record of Portnoy-managed companies isn't pretty," says Ann Yerger, executive director of the Council of Institutional Investors, a Washington-based nonprofit that focuses on shareholder rights.
CommonWealth said that the director was reappointed because his ouster appeared to be related to Related's and Corvex's proxy battle rather than any personal failings.
If the Related/Corvex group wins, analysts say the most vulnerable targets will be other REITs that, like CommonWealth, are managed by external companies. There are only 17 of them—excluding those that invest in mortgage bonds—of 162 publicly listed REITs. Five are controlled by the Portnoys.
http://online.wsj.com/news/articles/SB10001424052702304834704579405190503483658?mod=rss_markets_main&mg=reno64-wsj
Strategic Hotels & Resorts Closes On The Sale Of The Four Seasons Punta Mita Resort (2/28/14)
CHICAGO, Feb. 28, 2014 /PRNewswire/ -- Strategic Hotels & Resorts, Inc. (NYSE: BEE) today announced that the Company has closed on the sale of the Four Seasons Punta Mita Resort and the adjacent La Solana land parcel for $200.0 million. The Company expects after tax proceeds to total approximately $180.0 million which it intends to use to retire its 8.50% Series A Preferred Stock and reduce indebtedness under its revolving credit facility.
About the Company
Strategic Hotels & Resorts, Inc. is a real estate investment trust (REIT) which owns and provides value-enhancing asset management of high-end hotels and resorts in the United States and Europe. The Company currently has ownership interests in 17 properties with an aggregate of 8,099 rooms and 847,000 square feet of meeting space. For a list of current properties and for further information, please visit the Company's website at http://www.strategichotels.com.
http://www.prnewswire.com/news-releases/strategic-hotels--resorts-closes-on-the-sale-of-the-four-seasons-punta-mita-resort-247885411.html
Strategic Hotels & Resorts Reports Fourth Quarter And Full Year 2013 Results (2/25/14)
Full Year 2013 RevPAR increased 8.8 percent in the Company's Total North American Portfolio and EBITDA margins expanded by 290 basis points
Initiates Full Year 2014 RevPAR growth guidance in the range of 5.0 percent to 7.0 percent
[tables deleted]
"We achieved outstanding operating and financial results across the board in 2013, leading the industry in RevPAR growth and margin expansion," said Raymond L. "Rip" Gellein, Jr., Chairman and Chief Executive Officer of Strategic Hotels & Resorts, Inc. "We have very positive expectations for 2014, based on our group outlook, continued strength from the transient traveler, and our ability to continue expanding margins across the portfolio. We also look forward to continuing to deleverage the Company's balance sheet and reviewing growth opportunities that meet our strategic and financial thresholds. The luxury sector is well positioned for continued strength given the dearth of competitive new supply in virtually all of our major markets," summarized Gellein.
Fourth Quarter Highlights
•Total consolidated revenues were $242.4 million in the fourth quarter of 2013, a 13.9 percent increase over the prior year period.
•Total North American portfolio RevPAR increased 9.6 percent in the fourth quarter of 2013, driven by a 6.1 percent increase in ADR and a 2.2 percentage point increase in occupancy compared to the fourth quarter of 2012. Total RevPAR increased 14.9 percent between periods. Excluding payments received pursuant to the JW Marriott Essex House NOI guarantee, Total RevPAR increased 10.6 percent in the fourth quarter of 2013 as compared to the fourth quarter of 2012.
•Comparable FFO was $0.14 per diluted share in the fourth quarter of 2013 compared with $0.06 per diluted share in the prior year period, a 133.3 percent increase over the prior year period.
•Comparable EBITDA was $58.3 million in the fourth quarter of 2013 compared with $44.7 million in the prior year period, a 30.6 percent increase.
•Net income attributable to common shareholders was $3.2 million, or $0.02 per diluted share, in the fourth quarter of 2013, compared with a net loss attributable to common shareholders of $36.4 million, or $0.18 per diluted share, in the fourth quarter of 2012. Fourth quarter 2012 results include $18.8 million of impairment losses and other related charges, a $7.8 million charge related to the termination of the management agreement at the Hotel del Coronado and a $2.5 million severance charge. These charges have been excluded from Comparable EBITDA, FFO and FFO per share.
•Transient occupied room nights in the Total North American portfolio increased 5.0 percent, offsetting a 1.2 percent decline in group occupied rooms in the fourth quarter of 2013 compared to the fourth quarter of 2012. Transient ADR increased 4.7 percent compared to the fourth quarter of 2012 and group ADR increased 6.2 percent compared to the fourth quarter of 2012. Transient revenues increased 9.9 percent compared to the fourth quarter of 2012 and group revenues increased 4.9 percent, compared to the fourth quarter of 2012.
•Total United States RevPAR increased 9.7 percent in the fourth quarter of 2013, driven by a 6.4 percent increase in ADR and a 2.2 percentage point increase in occupancy, compared to the fourth quarter of 2012. Total RevPAR increased 15.1 percent between periods. Excluding payments received pursuant to the JW Marriott Essex House NOI guarantee, Total RevPAR increased 10.6 percent in the fourth quarter of 2013 as compared to the fourth quarter of 2012.
•North American same store RevPAR increased 9.7 percent in the fourth quarter of 2013, driven by a 6.2 percent increase in ADR and a 2.4 percentage point increase in occupancy, compared to the fourth quarter of 2012. Total RevPAR increased 15.5 percent between periods. Excluding payments received pursuant to the JW Marriott Essex House NOI guarantee, Total RevPAR increased 10.1 percent in the fourth quarter of 2013 as compared to the fourth quarter of 2012.
•European RevPAR increased 4.4 percent (a 2.2 percent increase in constant dollars) in the fourth quarter of 2013, driven by a 1.1 percent increase in ADR (a 1.1 percent decline in constant dollars) and a 2.7 percentage point increase in occupancy. European Total RevPAR increased 5.8 percent in the fourth quarter of 2013 over the prior year period (a 3.8 percent increase in constant dollars).
•Total North American portfolio EBITDA margins expanded 460 basis points in the fourth quarter of 2013 compared to the fourth quarter of 2012. North American same store EBITDA margins expanded 520 basis points between periods. Excluding payments received pursuant to the JW Marriott Essex House NOI guarantee, EBITDA margins expanded 180 basis points and 160 basis points in the Total North American and North American same store portfolios, respectively, between periods.
Full Year Highlights
•Total consolidated revenues were $900.0 million in 2013, a 16.1 percent increase over the prior year period.
•Total North American RevPAR increased 8.8 percent in 2013, driven by a 6.1 percent increase in ADR and a 1.9 percentage point increase in occupancy, compared to the full year 2012. Total RevPAR increased 9.9 percent between periods. Excluding payments received pursuant to the JW Marriott Essex House NOI guarantee, Total RevPAR increased 8.8 percent in 2013 compared to 2012.
•Comparable FFO was $0.43 per diluted share in 2013 compared with $0.26 per diluted share in the prior year, a 65.4 percent increase.
•Comparable EBITDA was $213.2 million in 2013 compared with $175.4 million in the prior year, a 21.5 percent increase.
•Net loss attributable to common shareholders was $13.2 million, or $0.06 per diluted share, in 2013 compared with a net loss attributable to common shareholders of $79.5 million, or $0.40 per diluted share, in the prior year. Full year 2012 results include $18.8 million of impairment losses and other related charges, a $7.8 million charge related to the termination of the management agreement at the Hotel del Coronado, and a $2.5 million severance charge. These charges have been excluded from Comparable EBITDA, FFO and FFO per share.
•Transient occupied room nights in the Total North American portfolio increased 3.1 percent and group occupied room nights increased 1.6 percent in 2013 compared to 2012. Transient ADR increased 6.1 percent in 2013 and group ADR increased 4.8 percent compared to 2012. Transient revenues increased 9.4 percent in 2013 and group revenues increased 6.5 percent, compared to 2012.
•Total United States RevPAR increased 8.6 percent in 2013, driven by a 5.9 percent increase in ADR and a 1.8 percentage point increase in occupancy, compared to the full year 2012. Total RevPAR increased 9.7 percent between periods. Excluding payments received pursuant to the JW Marriott Essex House NOI guarantee, Total RevPAR increased 8.6 percent in 2013 compared to 2012.
•North American same store RevPAR increased 8.9 percent, driven by a 6.3 percent increase in ADR and a 1.8 percentage point increase in occupancy, compared to the full year 2012. Total RevPAR increased 8.4 percent between periods.
•European RevPAR decreased 1.7 percent (2.1 percent in constant dollars) in 2013, driven by a 2.4 percentage decrease in ADR (2.8 percent in constant dollars) offsetting a 0.6 percentage point increase in occupancy between years. European Total RevPAR decreased 1.2 percent in between years (1.6 percent in constant dollars).
•Total North American portfolio EBITDA margins expanded 290 basis points in 2013 compared to the full year 2012. Excluding payments received pursuant to the JW Marriott Essex House NOI guarantee, EBITDA margins expanded 210 basis points compared to the full year 2012. North American same store EBITDA margins expanded 140 basis points between periods.
Preferred Dividends
On November 27, 2013, the Company's Board of Directors declared a quarterly dividend of $0.53125 per share of 8.5 percent Series A Cumulative Redeemable Preferred Stock paid on December 31, 2013 to shareholders of record as of the close of business on December 16, 2013, a quarterly dividend of $0.51563 per share of 8.25 percent Series B Cumulative Redeemable Preferred Stock paid on December 31, 2013 to shareholders of record as of the close of business on December 16, 2013 and a quarterly dividend of $0.51563 per share of 8.25 percent Series C Cumulative Redeemable Preferred Stock paid on December 31, 2013 to shareholders of record as of the close of business on December 16, 2013.
2013 Transaction Activity
•On December 12, 2013, the Company announced the signing of an agreement with Cascade Investment, L.L.C. to sell the Four Seasons Punta Mita Resort and adjacent La Solana land parcel for gross consideration of $200 million, subject to certain working capital adjustments. The transaction is expected to close in the first quarter of 2014.
•On October 16, 2013, the Company sold the Lakeshore Athletic Club property adjacent to the Fairmont Chicago hotel for $10.5 million to the owner of Lakeshore Sport & Fitness.
•On September 9, 2013, the Company closed on amendments to the cross-collateralized mortgage agreements secured by the Westin St. Francis and Fairmont Chicago hotels, which eliminated future principal amortization payments totaling $37.2 million in scheduled payments from the signing the amendment through the remaining term of the two agreements.
•On March 12, 2013, the Company, along with certain affiliates of Blackstone Real Estate Partners VI L.P., its joint-venture partner, closed on a $475 million loan secured by the Hotel del Coronado, bearing interest at LIBOR plus 365 basis points and has an initial two-year term with three, one-year extension options.
2014 Guidance
For the full year 2014, the Company is providing the following guidance ranges for its Total United States and United States same-store portfolios. Comparable EBITDA and Comparable FFO per share ranges assume the pending sale of the Four Seasons Punta Mita Resort and adjacent La Solana land parcel closes in the first quarter and proceeds are used to reduce the outstanding balance on the Company's revolving credit facility, partially redeem preferred equity, and other general corporate purposes.
The Company is additionally providing the following guidance for 2014:
•Corporate general and administrative expenses in the range of $22.0 million to $24.0 million, excluding costs associated with the Orange Capital activist campaign;
•Consolidated interest expense in the range of $85 million to $90 million, including approximately $8 million of non-cash interest expense;
•Preferred dividend expense of $17.6 million, which assumes the redemption of the Series A Preferred Equity at the end of the first quarter, contingent on the closing of the sale of the Four Seasons Punta Mita Resort;
•Capital expenditures totaling approximately $75 million to $80 million, including spending of $40 million from property-level furniture, fixtures and equipment (FF&E) reserves and an additional $35 million to $40 million of owner-funded spending; and
•No effect from any additional acquisition, disposition or capital raising activity that may occur during the year.
Portfolio Definitions
Total United States portfolio hotel comparisons for the fourth quarter and full year 2013 are derived from the Company's hotel portfolio at December 31, 2013, consisting of all 15 properties located in the United States, including unconsolidated joint ventures.
North American same store hotel comparisons for the fourth quarter and full year 2013 are derived from the Company's hotel portfolio at December 31, 2013, consisting of properties located in North America and held for five or more quarters in the case of fourth quarter results and eight or more quarters for full year results, in which operations are included in the consolidated results of the Company. As a result, same store comparisons contain 14 properties for the fourth quarter, including the Four Seasons Punta Mita Resort, but excluding the unconsolidated Hotel del Coronado and Fairmont Scottsdale Princess hotels. Same store comparisons for the full year contain 13 properties, also excluding the JW Marriott Essex House Hotel, which was acquired on September 14, 2012.
European hotel comparisons for the fourth quarter and full year 2013 are derived from the Company's European owned and leased hotel properties at December 31, 2013, consisting of the Marriott London Grosvenor Square and the Marriott Hamburg hotels.
Earnings Call
The Company will conduct its fourth quarter and full-year 2013 conference call for investors and other interested parties on Wednesday, February 26, 2014 at 10:00 a.m. Eastern Time (ET). Interested individuals are invited to listen to the call by dialing 877.415.3177 (toll international: 857.244.7320) with passcode 66838542. To participate on the webcast, log on to http://edge.media-server.com/m/p/vpa3u2wm/lan/en 15 minutes before the call to download the necessary software. For those unable to listen to the call live, a taped rebroadcast will be available beginning at 2:00 p.m. ET on February 26, 2014 through 11:59 p.m. ET on March 5, 2014. To access the replay, dial 888.286.8010 (toll international: 617.801.6888) with passcode 62181703. A replay of the call will also be available on the Internet at http://www.strategichotels.com or http://www.reuters.com/finance/markets/earnings for 30 days after the call.
The Company also produces supplemental financial data that includes detailed information regarding its operating results. This supplemental data is considered an integral part of this earnings release. These materials are available on the Strategic Hotels & Resorts' website at www.strategichotels.com.
http://www.prnewswire.com/news-releases/strategic-hotels--resorts-reports-fourth-quarter-and-full-year-2013-results-247126981.html
Highly confident due diligence was performed by Board.
A "go shop" provision could always be required by independent directors, but the initial bidder would need to be compensated if it outbid.
Not sure how close Gates is to the transaction. If he was personally involved, Gates most likely would have talked to good friend Buffett. I would expect the result to be a fair price.
Am I being overly critical if I said the opportunity for self dealing was present? ':~\
...were there other offers? We don't know.
CHICAGO, Dec. 12, 2013 /PRNewswire/ -- Strategic Hotels & Resorts, Inc. (NYSE: BEE) announced today that the Company has signed an agreement with Cascade Investment, L.L.C. to sell the Four Seasons Punta Mita resort and the adjacent La Solana land parcel for gross consideration of $200 million, or approximately $1.1 million per key.
[....]
Cascade Investment is the private investment arm for Bill Gates. It is a shareholder of Strategic Hotels, owning approximately 6.4% of the Company's common equity.
Luxury hotel companies often get lower values on the public markets than private buyers will pay because they cost far more and yield less profit than upscale, midmarket and economy hotels.
Strategic Hotels & Resorts, Inc. Issues Statement (12/17/13)
CHICAGO, Dec. 17, 2013 /PRNewswire/ -- Strategic Hotels & Resorts, Inc. (NYSE: BEE) today issued the following statement in response to the Orange Capital, LLC release:
"The Strategic Hotels & Resorts Board and management team continually reviews options to create value for shareholders. The Company believes the pending sale of the Four Seasons Punta Mita resort and the adjacent La Solana land parcel for a gross consideration of $200 million, or approximately $1.0 million per key, represents excellent value and provides an opportunity to de-leverage the Company's balance sheet consistent with its ongoing strategy. We are pleased with the positive feedback we've received from the investment community, including many large shareholders, and look forward to continuing to create value."
About Strategic Hotels & Resorts
Strategic Hotels & Resorts, Inc. is a real estate investment trust (REIT) which owns and provides value-enhancing asset management of high-end hotels and resorts in the United States, Mexico and Europe. The Company currently has ownership interests in 18 properties with an aggregate of 8,271 rooms and 851,600 square feet of multi-purpose meeting and banqueting space. For a list of current properties and for further information, please visit the Company's website at www.strategichotels.com.
http://www.prnewswire.com/news-releases/strategic-hotels--resorts-inc-issues-statement-236201811.html
Orange Capital, LLC issued a press release expressing its shock and outrage that the Company sold the Four Seasons Punta Mita Resort and a 48 acre adjacent land parcel to Cascade Investment, LLC (12/17/13)
http://www.sec.gov/Archives/edgar/data/1057436/000090266413003971/p13-2109exhibit1.htm
Strategic Hotels & Resorts, Inc. Signs Agreement To Sell The Four Seasons Punta Mita Resort To Cascade Investment, L.L.C. (12/12/13)
CHICAGO, Dec. 12, 2013 /PRNewswire/ -- Strategic Hotels & Resorts, Inc. (NYSE: BEE) announced today that the Company has signed an agreement with Cascade Investment, L.L.C. to sell the Four Seasons Punta Mita resort and the adjacent La Solana land parcel for gross consideration of $200 million, or approximately $1.1 million per key. Adjusting for the allocation of the land value, the sale represents approximately $980,000 per key.
The sale includes 173 guest rooms and suites and a variety of resort restaurants and amenities. The sale also includes a 48 acre developable site directly adjacent to the resort, referred to as La Solana. The transaction, which is subject to certain closing conditions and regulatory approval, is expected to close in the first quarter of 2014.
"The sale of the Four Seasons Punta Mita is a meaningful opportunity to realize the tremendous value that Strategic Hotels has created in this resort since acquiring it in 2001," said Raymond L. "Rip" Gellein, Chairman and Chief Executive Officer of Strategic Hotels & Resorts, Inc. "Consistent with our stated strategy, the proceeds from the transaction will be used to de-leverage the company's balance sheet. As we move forward, we will continue to be opportunistic buyers and sellers of assets to further strengthen our balance sheet, enhance our overall portfolio and position the company for sustained growth."
Cascade Investment is the private investment arm for Bill Gates. It is a shareholder of Strategic Hotels, owning approximately 6.4% of the Company's common equity.
About Strategic Hotels & Resorts
Strategic Hotels & Resorts, Inc. is a real estate investment trust (REIT) which owns and provides value-enhancing asset management of high-end hotels and resorts in the United States, Mexico and Europe. The Company currently has ownership interests in 18 properties with an aggregate of 8,271 rooms and 851,600 square feet of multi-purpose meeting and banqueting space. For a list of current properties and for further information, please visit the Company's website at www.strategichotels.com.
http://www.prnewswire.com/news-releases/strategic-hotels--resorts-inc-signs-agreement-to-sell-the-four-seasons-punta-mita-resort-to-cascade-investment-llc-235641901.html
Strategic Hotels & Resorts Reports Third Quarter 2013 Financial Results (11/11/13)
Company Raises Full Year Guidance Ranges
CHICAGO, Nov. 11, 2013 /PRNewswire/ -- Strategic Hotels & Resorts, Inc. (NYSE: BEE) today reported results for the third quarter ended September 30, 2013.
[tables deleted]
"Our performance in the third quarter was exceptional as our best in class portfolio continues to lead the industry. With both increasing rates and occupancy, revenues grew 16.2%, same store RevPAR was up 10.8%, Comparable EBITDA grew 29.1%, and margins expanded an impressive 290 basis points," said Raymond L. "Rip" Gellein, Chairman and Chief Executive Officer of Strategic Hotels & Resorts, Inc. "We are very encouraged by the trends we are seeing in group business and transient demand, and continue to see strong embedded growth in our portfolio. As a result, we have raised our full year guidance accordingly."
Gellein continued, "Per our stated strategy, we continue to focus on the disposition of at least one of our hotels to continue to deleverage the balance sheet."
Third Quarter Highlights
•Total consolidated revenues were $237.6 million in the third quarter of 2013, a 16.2 percent increase over the prior year period.
•Total North American portfolio RevPAR increased 10.7 percent in the third quarter of 2013, driven by a 7.4 percent increase in ADR and a 2.3 percentage point increase in occupancy compared to the third quarter of 2012. Total RevPAR increased 9.0 percent between periods with non-rooms revenue increasing by 8.3 percent between periods.
•Comparable FFO was $0.14 per diluted share in the third quarter of 2013, compared with $0.08 per diluted share in the prior year period, a 75.0 percent increase over the prior year period.
•Comparable EBITDA was $60.1 million in the third quarter of 2013, compared with $46.6 million in the prior year period, a 29.1 percent increase between periods.
•Net income attributable to common shareholders was $3.8 million, or $0.00 per diluted share, in the third quarter of 2013, compared with net loss attributable to common shareholders of $8.6 million, or $0.05 per diluted share, in the third quarter of 2012.
•Transient occupied room nights in the Total North American portfolio increased 5.2 percent and group occupied room nights increased 3.0 percent in the third quarter of 2013 compared to the third quarter of 2012. Transient ADR increased 7.7 percent compared to the third quarter of 2012 and group ADR increased 5.1 percent compared to the third quarter of 2012. Transient revenues increased 13.3% compared to the third quarter of 2012 and group revenues increased 8.3%, compared to the third quarter of 2012.
•North American same store RevPAR increased 10.8 percent in the third quarter of 2013, driven by a 7.2 percent increase in ADR and a 2.7 percent point increase in occupancy. Total RevPAR increased 8.7 percent with non-rooms revenue increasing by 6.6 percent between periods.
•European RevPAR declined 2.8 percent (3.6 percent in constant dollars) in the third quarter of 2013, driven by a 6.2 percentage (7.0 percent in constant dollars) decrease in ADR, partially offset by a 3.1 percent point increase in occupancy between periods. European Total RevPAR decreased 6.9 percent in the third quarter of 2013 over the prior year period (7.9 percent in constant dollars).
•Total North American portfolio EBITDA margins expanded 400 basis points in the third quarter of 2013, compared to the third quarter of 2012. North American same store EBITDA margins expanded 290 basis points. The significant variance between the two portfolios is largely driven by a real estate tax assessment at the Hotel del Coronado in the third quarter of 2012. Adjusted for this and other one-time items, Total North American portfolio EBITDA margins expanded 240 basis points while North American same store EBITDA margins expanded 200 basis points.
•Group room nights currently booked for 2013 are 2.8 percent higher compared to room nights booked for 2012 at the same time last year, with rates 4.2 percent higher, resulting in a 7.1 percent RevPAR increase.
•Group room nights currently booked for 2014 are 8.8 percent higher compared to room nights booked for 2013 at the same time last year, with rates 4.1 percent higher, resulting in a 13.2 percent RevPAR increase.
The company reported financial results for the nine month period ended September 30, 2013 as follows:
•Total consolidated revenues were $683.2 million for the nine month period ended September 30, 2013, a 16.9 percent increase over the prior year period.
•Net loss attributable to common shareholders was $16.4 million, or $0.11 per diluted share, compared with net loss attributable to common shareholders of $43.1 million, or $0.22 per diluted share, for the nine month period ended September 30, 2012.
•Comparable FFO was $0.29 per diluted share compared with $0.21 per diluted share in the nine month period ended September 30, 2012, a 38.1% increase between periods.
•Comparable EBITDA was $154.8 million compared with $130.7 million for the nine month period ended September 30, 2012, an 18.5 percent increase between periods.
Preferred Dividends
On August 27, 2013, the Company's board of directors declared a quarterly dividend of $0.53125 per share of 8.5 percent Series A Cumulative Redeemable Preferred Stock paid on September 30, 2013 to shareholders of record as of September 13, 2013, a quarterly dividend of $0.51563 per share of 8.25 percent Series B Cumulative Redeemable Preferred Stock paid on September 30, 2013 to shareholders of record as of September 13, 2013 and a quarterly dividend of $0.51563 per share of 8.25 percent Series C Cumulative Redeemable Preferred Stock paid on September 30, 2013 to shareholders of record as of September 13, 2013.
Transaction Activity
On August 7, 2013, the Company closed on a one-year extension of the loan secured by the Marriott London Grosvenor Square hotel. Under the terms of the agreement, the GBP LIBOR spread increases in steps throughout the extension period from 210 basis points in August 2013 to 425 basis points in April 2014. The loan will mature in October 2014, has no principal amortization requirement and is pre-payable with no penalty.
On September 9, 2013, the Company closed on amendments to the cross-collateralized mortgage agreements secured by the Westin St. Francis and Fairmont Chicago hotels, which eliminate future principal amortization payments subject to meeting certain financial and other requirements. Prior to the amendments, the loans were subject to a 20-year principal amortization schedule. Both mortgage agreements will continue to bear interest at a fixed rate of 6.09 percent and are set to mature in June 2017.
2013 Guidance
Based on the results of the first nine months of 2013 and current forecasts for the remainder of the year, management is raising its guidance ranges for full year 2013 RevPAR growth, Total RevPAR growth, Comparable EBITDA, and Comparable FFO per fully diluted share.
For the full-year ending December 31, 2013, the Company is providing the following revised guidance ranges as compared to the previously stated ranges:
Portfolio Definitions
Total North American portfolio hotel comparisons for the third quarter of 2013 are derived from the Company's hotel portfolio at September 30, 2013, consisting of all 16 properties located in North America, including unconsolidated joint ventures.
North American same store hotel comparisons for the third of quarter 2013 are derived from the Company's hotel portfolio at September 30, 2013, consisting of properties located in North America and held for five or more quarters, in which operations are included in the consolidated results of the Company. As a result, same store comparisons include 13 properties and exclude the JW Marriott Essex House Hotel, which was acquired on September 14, 2012, and the unconsolidated Hotel del Coronado and Fairmont Scottsdale Princess hotels.
European hotel comparisons for the third quarter of 2013 are derived from the Company's European owned and leased hotel properties at September 30, 2013, consisting of the Marriott London Grosvenor Square and the Marriott Hamburg hotels.
Earnings Call
The Company will conduct its third quarter 2013 conference call for investors and other interested parties on Tuesday, November 12, 2013 at 11:00 a.m. Eastern Time (ET). Interested individuals are invited to access the call by dialing 800.688.0836 (toll international: 617.614.4072) with passcode 14570741. To participate on the webcast, log on to the company's website at http://www.strategichotels.comor http://edge.media-server.com/m/p/9ffccf74/lan/en15 minutes before the call to download the necessary software.
For those unable to listen to the call live, a taped rebroadcast will be available beginning at 2 p.m. ET on November 12, 2013 through 11:59 p.m. ET on November 19, 2013. To access the replay, dial 888.286.8010 (toll international: 617.801.6888) with passcode 39630997. A replay of the call will also be available on the Internet at http://www.strategichotels.comor http://www.earnings.comfor 30 days after the call.
The Company also produces supplemental financial data that includes detailed information regarding its operating results. This supplemental data is considered an integral part of this earnings release. These materials are available on the Strategic Hotels & Resorts' website at www.strategichotels.com within the second quarter information section.
About the Company
Strategic Hotels & Resorts, Inc. is a real estate investment trust (REIT) which owns and provides value-enhancing asset management of high-end hotels and resorts in the United States, Mexico and Europe. The Company currently has ownership interests in 18 properties with an aggregate of 8,272 rooms and 840,000 square feet of meeting space. For a list of current properties and for further information, please visit the Company's website at http://www.strategichotels.com.
http://www.prnewswire.com/news-releases/strategic-hotels--resorts-reports-third-quarter-2013-financial-results-231477841.html
Strategic Hotels & Resorts, Inc. Announces $10.5 Million Sale Of The Lakeshore Athletic Club (10/16/13)
CHICAGO, Oct. 16, 2013 /PRNewswire/ -- Strategic Hotels & Resorts, Inc. (NYSE: BEE), today announced that it has sold the Lakeshore Athletic Club property adjacent to the Fairmont Chicago hotel for $10.5 million to the owner of Lakeshore Sport & Fitness. The Company will use the proceeds from the sale to reduce outstanding indebtedness on its revolving credit facility. The buyer of the property intends to re-open the facility as a health club as soon as possible.
About the Company
Strategic Hotels & Resorts, Inc. is a real estate investment trust (REIT) which owns and provides value-enhancing asset management of high-end hotels and resorts in the United States, Mexico and Europe. The Company currently has ownership interests in 18 properties with an aggregate of 8,271 rooms and 851,600 square feet of multi-purpose meeting and banqueting space. For a list of current properties and for further information, please visit the Company's website at www.strategichotels.com.
http://www.prnewswire.com/news-releases/strategic-hotels--resorts-inc-announces-105-million-sale-of-the-lakeshore-athletic-club-228003511.html
Strategic Hotels & Resorts, Inc. Announces Amendment Of Westin St. Francis And Fairmont Chicago Loan Agreements (9/10/13)
CHICAGO, Sept. 10, 2013 /PRNewswire/ -- Strategic Hotels & Resorts, Inc. (NYSE: BEE) today announced that it has closed on an amendment to the cross-collateralized mortgage agreements secured by the Westin St. Francis and Fairmont Chicago hotels, which eliminates future principal amortization payments subject to meeting certain financial and other requirements. Combined, the amendment will eliminate $9.3 million in previously scheduled principal amortization payments over the next twelve months and $37.2 million in scheduled payments over the remaining term of the two agreements. Prior to the amendment, the loans were subject to a 20-year principal amortization schedule. Both mortgage agreements will continue to bear interest at a fixed rate of 6.09 percent and are set to mature in June of 2017. Metropolitan Life Insurance Company is the lender for both agreements.
About the Company
Strategic Hotels & Resorts, Inc. is a real estate investment trust (REIT) which owns and provides value-enhancing asset management of high-end hotels and resorts in the United States, Mexico and Europe. The Company currently has ownership interests in 18 properties with an aggregate of 8,271 rooms and 851,600 square feet of multi-purpose meeting and banqueting space. For a list of current properties and for further information, please visit the Company's website at www.strategichotels.com.
http://www.prnewswire.com/news-releases/strategic-hotels--resorts-inc-announces-amendment-of-westin-st-francis-and-fairmont-chicago-loan-agreements-223115791.html
Two Hotel Firms That Could Lift Dividends (6/13/13)
J.P. Morgan notes Starwood and Wyndham have the capacity to raise payouts.
J.P. Morgan Securities
We continue to like select lodging ideas and see several reasons why the stocks should grind higher. We think much of the fundamentally driven reasons to support our views are often overshadowed by macroeconomic risks (to say the least).
Our best ideas remain Starwood Hotels & Resorts Worldwide (ticker: HOT) ($72 price target), Wyndham Worldwide (WYN) ($70 price target), Host Hotels & Resorts (HST) ($21 price target) and Strategic Hotels & Resorts (BEE) ($9 price target), each rated at Overweight and rank these in order of our preference at this time.
We rate Starwood at Overweight given its luxury and global gateway city footprint, our projections of a steady low-double-digit earnings before interest, taxes, depreciation and amortization (Ebitda) compounded annualized growth rate (CAGR) growth through 2015 (driven by its global pipeline and our views of out-year RevPAR growth). More importantly, we believe Starwood has ample opportunities to recycle capital from unmolded asset sales into shareholder-friendly activities like dividends and buybacks (especially given Starwood's pristine balance sheet with net leverage at less than 1.0 times and management's commentary about not delevering further from here).
We continue to like Overweight-rated Wyndham and see sustainability of free-cash-flow growth—driven by its resilient set of hospitality businesses—which should continue to be deployed into shareholder-friendly ways (i.e., annual dividend increases, ongoing open-market buybacks) as well as continued small tuck in acquisitions to drive incremental Ebitda and free-cash-flow growth.
We rate Host Hotels at Overweight given its reduced capital-spending cycle in 2013 versus 2012, generally easy comparisons, and 2013 renovation related lift (particularly in New York City, which should allow it to outperform a strong market), all driving potential/likely above peer aggregate revenue per available room (RevPAR) and Ebitda growth. We also highlight its attractive discount to our estimated net asset value (based on recent industry-transaction costs) and Host Hotels' 2012 share-price underperformance (relative to the group). Lastly we like its exposure to group (about 40% of annual room nights) against the backdrop of reasonable to low buy-side expectations for this segment. We think management has set the 2013 group (food and beverage, banquet) revenue and overall margin-improvement bar fairly low, setting up for potential upside later in the year. This is positive for the entire group.
Overweight-rated Strategic Hotels is a play on improving group trends and asset value while Overweight-rated Hyatt Hotels (H) is a combination of asset value, relative low brand penetration with solid unit growth prospects (driving an attractive low-double-digit Ebitda CAGR through 2015), with an undemanding valuation.
-- Joseph Greff
-- Kevin Milota
-- Jonathan Mohraz
http://online.barrons.com/article/SB50001424052748704878904578541772356088036.html?mod=BOL_twm_da
Strategic Hires Eastdil to Put Hotel Company on Block (6/13/13)
By KRIS HUDSON
Luxury hotel owner Strategic Hotels & Resorts Inc. has hired brokerage Eastdil Secured to sell the company, according to a person familiar with the situation.
Strategic, which owns 18 hotels including four Four Seasons, two Ritz-Carltons and the J.W. Marriott Essex House hotel in Manhattan, has faced pressure from shareholder Orange Capital to put itself on the block. Orange Capital, which owns 3.6% of Strategic's shares, has argued that Strategic's stock trades for less than the company or its hotels would fetch on the private market.
The news of Strategic hiring Eastdil was previously reported by Reuters, sending shares in the company higher. Trading of Strategic's shares closed at $8.44 Thursday, up 9.5% in 4 p.m. composite trading on the New York Stock Exchange.
Luxury hotel companies often get lower values on the public markets than private buyers will pay because they cost far more and yield less profit than upscale, midmarket and economy hotels. Strategic, based in Chicago, has debt of $1.4 billion and equity value of roughly $1.7 billion. Among its flagship properties are the Essex House, the Four Seasons Washington, D.C., and the Hotel Del Coronado near San Diego.
Speculation about Strategic possibly going on the block has increased since founder and former chief executive Laurence Geller left the company abruptly last November. However, his successor as CEO, Raymond Gellein Jr., damped that speculation. Mr. Gellein, who also is Strategic's chairman, said in March that the company will gain more value improving its operations as a stand-alone company than as a takeover target.
Write to Kris Hudson at kris.hudson@wsj.com
http://online.wsj.com/article/SB10001424127887324688404578544012881159492.html?mod=WSJ_qtoverview_wsjlatest
Strategic Hotels & Resorts, Inc. Announces Termination of Stockholder Rights Plan (5/20/13)
CHICAGO, May 20, 2013 /PRNewswire/ -- Strategic Hotels & Resorts (BEE) today announced that its Board of Directors approved an amendment to the Company's stockholder rights plan to accelerate the expiration date from November 30, 2013 to as soon as possible, but no later than the close of business on June 14, 2013. In addition, the Board of Directors amended the Company's Corporate Guidance Guidelines to provide that if the Company were to adopt any new stockholder rights plan in the future, it will submit the stockholder rights plan for shareholder approval within 12 months of its adoption.
"These actions were taken following a careful review of our stockholder rights plan and after consultation with a number of our long-term shareholders. We will take immediate action to work with our third-party rights agent to terminate the stockholder rights plan," said Raymond "Rip" Gellein, Jr., Chairman and Chief Executive Officer of Strategic Hotels & Resorts, Inc.
The full text of the amendment to the rights plan will be filed by the Company with the Securities and Exchange Commission on a Form 8-K, when available.
About the Company
Strategic Hotels & Resorts, Inc. is a real estate investment trust (REIT) which owns and provides value-enhancing asset management of high-end hotels and resorts in the United States, Mexico and Europe. The Company currently has ownership interests in 18 properties with an aggregate of 8,272 rooms and 840,000 square feet of meeting space. For a list of current properties and for further information, please visit the Company's website at http://www.strategichotels.com.
This press release contains forward-looking statements about Strategic Hotels & Resorts, Inc. (the "Company"). Except for historical information, the matters discussed in this press release are forward-looking statements subject to certain risks and uncertainties. Actual results could differ materially from the Company's projections. Factors that may contribute to these differences include, but are not limited to the following: ability to obtain, refinance or restructure debt or comply with covenants contained in our debt facilities; volatility in equity or debt markets; availability of capital; rising interest rates and operating costs; rising insurance premiums; cash available for capital expenditures; competition; demand for hotel rooms in our current and proposed market areas; economic conditions generally and in the real estate market specifically, including deterioration of economic conditions and the extent of its effect on business and leisure travel and the lodging industry; ability to dispose of existing properties in a manner consistent with our disposition strategy; delays in construction and development; demand for hotel condominiums; the failure of closing conditions to be satisfied; risks related to natural disasters; the effect of threats of terrorism and increased security precautions on travel patterns and hotel bookings; the outbreak of hostilities and international political instability; legislative or regulatory changes, including changes to laws governing the taxation of REITs; and changes in generally accepted accounting principles, policies and guidelines applicable to REITs.
Additional risks are discussed in the Company's filings with the Securities and Exchange Commission, including those appearing under the heading "Item 1A. Risk Factors" in the Company's most recent annual report on Form 10-K and subsequent quarterly reports on Form 10-Q. Although the Company believes the expectations reflected in such forward-looking statements are based on reasonable assumptions, it can give no assurance that its expectations will be attained. The forward-looking statements are made as of the date of this press release, and we undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by law.
Hedge Fund Does the Math on Hotel Owner (3/12/13)
Orange Capital Wants Strategic Hotels to Sell Its Luxury Properties, Saying Value of the Assets Exceeds Share Price
By KRIS HUDSON
Hedge fund Orange Capital LLC is trying to convince Strategic Hotels & Resorts Inc. to liquidate its luxury properties, and its effort partly comes down to simple math.
Shares of Strategic—which owns 18 luxury hotels, including four Four Seasons, two Ritz-Carltons and the J.W. Marriott Essex House Hotel in Manhattan—have been trading between $5.44 and $8.11 over the past 52 weeks. New York-based Orange Capital believes that selling all the properties would produce proceeds of $11 to $14 a share. Analysts agree that it could fetch at least that, if not more.
The gap spurred Orange Capital in February to send a letter to Strategic's board urging a sale. The hedge fund, which owns 6.6 million Strategic shares, or 3.6% of the company, also released the letter publicly.
"Their job is to ensure that the stock price matches the net asset value, otherwise, you don't have a reason to live," said Daniel Lewis, managing partner at New York-based Orange Capital, in a recent interview. "They don't have a concrete plan to close the gap between the current share price and the company's private-market value."
But Strategic's management, which along with the company's board has rejected Orange Capital's suggestion, says it does have a plan to boost the company's value. Chief Executive Raymond Gellein Jr. said the company can boost its stock as its conference business improves, its nightly rates increase, its net operating income rises and as it whittles its $1.4 billion of debt.
"We do not believe, nor do our major shareholders to the best of our knowledge, that putting the company up for sale is the way to get that value," Mr. Gellein said in an interview earlier this month.
The fight over Strategic highlights the difference between how private investors and public markets value luxury hotels. In most cases, public markets value companies, including hotel owners, in terms of multiples of their cash flow or earnings.
But luxury hotels typically don't produce much profit relative to the high costs of buying them and maintaining their white-glove, labor-intensive service, said Ryan Meliker, an analyst at investment bank MLV & Co. Private owners are willing to accept those lower yields in hopes that the property values will rise.
Orange Capital doesn't have much leverage to force Strategic to put itself on the block. So far, no other Strategic shareholders have publicly joined Orange Capital's cause. Several of Strategic's largest shareholders, including Microsoft Corp. MSFT -0.91%founder Bill Gates's Cascade Investment LLC and Canada's Woodbridge Co., didn't respond to requests for comment.
Some large shareholders agreed with Orange Capital's arguments but added that Strategic's value likely will be even greater in a sale a year or two from now after Mr. Gellein has made more improvements.
Takeover speculation long has surrounded Strategic. It is a relatively small real-estate investment trust with hotels that seem a good fit for private buyers. But the speculation has ramped up since November, when Strategic announced the departure of its CEO, Laurence Geller, a colorful, lifelong hotelier who founded Strategic's predecessor in 1996. Neither the company nor Mr. Geller have given a reason for his departure.
Mr. Gellein, who already was Strategic's chairman, succeeded Mr. Geller as CEO four months ago. Investors, bankers and analysts since have speculated that Mr. Gellein is less personally attached to Strategic and its hotels than was Mr. Geller, so the new CEO should be more likely to consider a sale.
Mr. Gellein, 65 years old, brings to Strategic a background in timeshare and hotel development. He sold time-share developer Vistana Inc. to Starwood Hotels & Resorts Worldwide Inc. in 1999 for $400 million. He then helped oversee Starwood's time-share division and the hotels that Starwood owned until he left in 2008. He joined Strategic's board in 2009.
Mr. Gellein said that the U.S. hotel industry likely still has at least two more years left of improvements before the next downturn. "We think there is a fair amount of upside here," he said.
Strategic showed progress in late February when reporting 2012 results, which included a 6.9% increase in revenue per room in North America, to $181.18, from 2011. The gain exceeded that of many of Strategic's peers.
There are signs that Mr. Gellein is keeping options open for an eventual sale of part or all of Strategic.
The company has ensured as it refinanced mortgages on some of its properties of late that those debts can be assumed by any new owner.
In addition, Strategic has yet to call, or buy back at face value, $290 million of preferred shares that pay dividends of 8.25% to 8.5%.
Some analysts say those preferred shares could be bought and replaced with cheaper debt, such as new preferred shares. However, any such new shares likely couldn't be called, or bought back, for at least five years.
Keeping the old preferred shares in place gives any eventual buyer of Strategic the flexibility to make that call for itself.
Write to Kris.Hudson @wsj.com
http://online.wsj.com/article/SB10001424127887324034804578348332732848070.html?mod=WSJ_qtoverview_wsjlatest
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No clear trend spotted after today. The hotel industry took a beating but we held our ground decently.
Huge swing to the upside with no volume.. nonetheless, it looks like the chart is going to support us with it. Can anyone say squeeze? Looks like the 15 million shares we issued and insured are going to be solid. Let's make the run to 6.50.
More notably, we broke downtrend that stemmed for a couple of weeks.
Break to the upside? I think so.. Let's close above 6.08.. Could put us in an amazing position for the next several weeks.
Early morning test of 200 MA failed. We really need to test it again today.
If we close below the 200 day MA, we are in huge trouble. Looks like that's what going to happen, though. Buy your puts and start the shorts. This could cause trouble with our deals for the two Four Season properties.
Blackstone Buys Majority of Hotel Del Coronado
http://www.bloomberg.com/news/2011-02-07/blackstone-buys-majority-of-hotel-del-coronado-after-debt-restructuring.html
Looks like we're going higher from here ... REITs and Real Estate in their own bull market right now. Next stop, $5.75.
BEE is a high yielding stock
It is surprising that more investors do not deal with BEE. Out of the following list of stocks, BEE most often has the highest daily percentage yield.
AAPL ABKFQ AMD APC BBY BEE BG BP C CROX F GE GGP JSDA MCD NWS PCAR RDNT S SIRI TOF UPS VG WAIN WNC
Often, BEE yields 4-6 percent, 2-3 times a trading week. The problem that some non-professional investors encounter is thinking too much about what to invest in, and investing in too many stocks whose yield result does not amount to a significant percentage gain.
Consider this example: If you have $15,000 dollars to invest every 3 days, then, this is your limit. That's it. Done with. That is your limit. Forget about those million dollar figures that professional investors and Wall Street are involved with. Forget about loans or drawing money from another source. Stick with what you have. After the broker fees are paid, any idle amount that you invest and realize any percentage gain from, will always be more than what you started with.
Next, focus on a quality stock that to day or swing trade and invest in it. Investing $15,000 in BEE 2-3 times a week will give you $1200 - $2700 per week when the percentage gain is 4-6 percent.
Is $1200 - $2700 per week not enough? This is where some investors go wrong. They borrow capital and lose some of it. They cannot decide what stock to invest in. In the end, it's the percentage yield and practical volume that matters. A 5% return is identical whether it is from BEE or Citibank.
Admittedly, there is always risk, but even in 2008, the losses were not instant, and there was time for investors to sell at just a significantly smaller loss. Yes, a stock will not continue to rise indefinitely, but it will also not continue to fall forever. Research the stock, find a patern, decide on an investment amount, forget the hoopla, and be moderate and grateful.
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1. Fairmont Chicago | | 10. InterContinental Miami |
2. Fairmont Scottsdale Princess (a) | | 11. JW Marriott Essex House Hotel (e) |
3. Four Seasons Jackson Hole | | 12. Loews Santa Monica Beach Hotel |
4. Four Seasons Punta Mita Resort (b) | | 13. Marriott Hamburg (f) |
5. Four Seasons Silicon Valley | | 14. Marriott Lincolnshire Resort (g) |
6. Four Seasons Washington, D.C. | | 15. Marriott London Grosvenor Square (g) |
7. Hotel del Coronado (c) | | 16. Ritz-Carlton Half Moon Bay |
8. Hyatt Regency La Jolla (d) | | 17. Ritz-Carlton Laguna Niguel |
9. InterContinental Chicago | | 18. Westin St. Francis |
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