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The filing of solicitation materials or an information statement subject to Regulation 14A, Regulation 14C, or Rule 13e-3(c) under the Securities Exchange Act of 1934. |
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The filing of a registration statement under the Securities Act of 1933. |
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A tender offer. |
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None of the above. |
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(a)(i)
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| | Preliminary Proxy Statement of the Company (incorporated herein by reference to the Proxy Statement filed with the SEC on April 12, 2024). | |
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(a)(ii)
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| | Form of Proxy Card (incorporated herein by reference to the Proxy Statement filed with the SEC on April 12, 2024). | |
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(a)(iii)
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| | Notice of Special Meeting of Shareholders (incorporated herein by reference to the Proxy Statement filed with the SEC on April 12, 2024). | |
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(a)(iv)
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| | Current Report on Form 8-K, dated April 2, 2024 (filed with the SEC on April 2, 2024 and incorporated herein by reference). | |
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(a)(v)
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| | Press Release, dated April 1, 2024 (filed as Exhibit 99.1 to the Form 8-K filed with the SEC on April 2, 2024 and incorporated herein by reference). | |
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(a)(vi)
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| | Letter to Employees, dated April 1, 2024 (filed as Exhibit 99.2 to the Form 8-K filed with the SEC on April 2, 2024 and incorporated herein by reference). | |
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(b)
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| | Not applicable. | |
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(c)(i)
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| | Opinion of Oppenheimer dated March 30, 2024 (incorporated herein by reference to Annex A of the Proxy Statement filed with the SEC on April 12, 2024). | |
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(c)(ii)
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| | Oppenheimer Preliminary Discussion Materials Presentation dated March 20, 2024. | |
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| | Oppenheimer Discussion Materials Presentation dated March 30, 2024. | |
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| | Presentation dated March 11, 2024 of Robert W. Baird & Co. to the Board of Directors of the Company. | |
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| | Not applicable. | |
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| | Not applicable. | |
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| | Not applicable. | |
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107
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| | Filing Fee Table. | |
| | | | ASHFORD INC. | | |||
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By:
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/s/ Alex Rose
Alex Rose
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| Dated: April 12, 2024 | | | | | | Executive Vice President, General Counsel and Secretary | |
STRICTLY PRIVATE AND CONFIDENTIAL March 2024 Project Antelope Preliminary Discussion Materials |
2 1. Executive Summary 2. Project Antelope Situation Analysis 3. Preliminary Observations on Antelope’s Public Market Valuation 4. Preliminary Perspectives on the Proposed Transaction Appendix Table of Contents |
1. Executive Summary |
4 Executive Summary Oppenheimer & Co. is pleased to have this opportunity to meet with the Special Committee of Antelope (the “Company”) to discuss the Company’s proposal to effect a reverse stock split and a related cash offer to the resulting fractional shareholders (the “Transaction”) The Transaction, which can be referred to as a “Go-Dark” transaction, would result in a reduced shareholder count and delisting of the Company’s stock from the NYSE American exchange The Transaction would eliminate the Company’s current requirement to spend ~$2.5 million per year on Exchange Act, SOX and compliance costs to maintain its current listing ‒ $2.5 million represents approximately $0.78 per share ‒ Compliance costs consist of external legal and other expenses Antelope’s public shareholders would experience either one or a combination of two outcomes: ‒ Share holdings equal to whole number multiples of the reverse split would maintain their holdings, but have shares that are delisted and will trade going forward on the less liquid over-the-counter (“OTC”) market without the protections that compliance requirements provide ‒ Fractional shares will be exchanged for cash and no longer subjected to the changes in Antelope’s value, including both future decreases as well as increases such as those that may result from a future sale of Antelope Antelope’s governance is impacted by the voting power of Monty and Archie Bennett Jr., who collectively control 57.3% of the Company’s voting shares via ownership of $478.0 million of Series D Convertible Preferred Stock, which votes on an as-converted basis, in addition to common share ownership |
5 Executive Summary (cont.) We understand that the Transaction will be subject to a “Majority-of-the-Minority” shareholder vote that excludes the Bennetts, who support the Transaction Antelope’s share price has decreased materially over the past few years as the Company and its managed REITs have seen their valuations impacted by: ‒ High leverage, including COVID-19 rescue financing provided by Oaktree which is still outstanding ‒ Decreased FY2023A EBITDA vs. FY2022A ‒ Limited Free Cash Flow at Antelope after paying the Series D Convertible Preferred’s ~$35 million annual dividend ‒ Yet to be proven new REIT capital raising capability to grow new managed investment vehicles To assist the Special Committee’s assessment of the proposed Transaction, we have prepared preliminary materials that cover: ‒ Antelope’s current situation ‒ Perspectives on the Company’s current public market valuation ‒ Preliminary observations on the proposed Transaction After today’s meeting, we are available to prepare additional analyses or assist the Special Committee in communicating its initial views on the financial aspects of the Transaction to the Company and Robert W. Baird, its investment banker |
2. Project Antelope Situation Analysis |
7 Overview of Antelope 2014 Year founded / IPO $7.5 billion Assets under management 2 Public REITs managed 106 Hotels in REIT portfolios $6.4 million Market capitalization(2) $615.5 million Enterprise value(2) $60.4 million FY2023A Adj. EBITDA Company Overview Antelope at a Glance(1) Advisory Segment Operating Segment Antelope (the “Company”) is a publicly-traded alternative asset manager and service provider focused exclusively on the hospitality industry The Company’s Advisory Segment currently manages ~$7.5 billion in assets comprised of two affiliated publicly traded REITS: − Ashford Hospitality Trust – focused on investing in upper-upscale, full-service and select-service hotels − Braemar Hotels & Resorts – focused on investing in luxury hotels and resorts Antelope’s Operating Segment invests in and operates a portfolio of ancillary brands providing products and services to the real estate and hospitality industry Antelope is an alternative asset management company with a portfolio of strategic operating businesses that provides global asset management, investment management and related services to the real estate and hospitality sectors ~$7.5 billion of AUM in Perpetual Life Public REITs Strategic Investment / ownership in Hospitality-Focused Service Platforms Source: FactSet, Company Filings (1) As of December 31, 2023. (2) As of March 19, 2024. 90 Hotels 20,546 Rooms 16 Hotels 3,957 Rooms Dedicated capital-raising platform for investment opportunities advised by In-house tech partners, Antelope producing 2,500+ events each year Leading provider of resort recreation services Largest mobile key provider for independent hotels and soft brands worldwide Allergies and asthma solutions, increasing revenue from health-conscious customers One of the largest and most trusted providers of hospitality project management services Dynamic, growing, independent hotel management company |
12 $0 $2,000 $4,000 $6,000 $8,000 $10,000 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 Gross AUM Antelope’s AUM Evolution Prior to COVID-19, AUM growth at AHT and BHR drove the historical growth of Antelope and its operating businesses. The current outlook is impacted by capital raising challenges at these REITs ($ in millions) |
14 Select Antelope Growth Initiatives Stirling Hotels & Resorts Antelope serves as sponsor to Stirling Hotels & Resorts – Stirling intends to invest in a diverse portfolio of stabilized income-producing hotels and resorts across all chain scales primarily located in the United States – Stirling REIT Advisors will be responsible for sourcing, evaluating, and monitoring Stirling’s investment opportunities and making decisions related to the acquisition, management, financing and disposition of Stirling’s assets – Stirling seeks to invest 80% of its assets in hotels and up to 20% in hotel-related debt, cash, cash equivalents, and other investments Texas Strategic Growth Fund Texas Strategic Growth Fund is a growth oriented private offering targeting investments in all types of commercial real estate in the state of Texas – Ashford Securities has raised $11.5 million of capital for the Texas Strategic Growth Fund, which comprises $2.5 million from Antelope and $9.0 million from other investors – The proceeds from Antelope’s investment, along with other funds raised, were used to make an equity investment in a multi-family property located in San Antonio, TX Source: Company filings. Chesapeake Hospitality Antelope acquired privately-held Chesapeake Hospitality in April 2022 – This strategic acquisition increased the scale and scope of Remington’s hotel management business and expanded its geographic footprint to complementary Midwestern markets including Pittsburgh, Milwaukee, Detroit, and St. Louis – The transaction increased Remington’s mix of third-party hotels from ~20% to ~40% Against challenges growing AHT and BHR’s AUM, Antelope has launched two new investment vehicles and focused on growing its third-party services businesses, both organically and through acquisitions |
15 Antelope Historical and FY2024B Income Statement Performance Source: Company-provided financial statements. (1) Includes Advisory business and Lismore. (2) Includes Pure, Warwick, and Jr interests. Summary Financial Performance by Business Commentary FY2022A: – Total revenue was $271.4, reflecting a 57.5% growth rate over the prior year • Driven by the strong recovery of the hospitality industry due to COVID-19-related pent-up demand and some returning corporate travel – Adjusted EBITDA for the year was $75.7 • Industry-wide staffing shortages created hiring lags that resulted in abnormally high and unsustainable margins across the portfolio of businesses in FY2022A FY2023A: – Total revenue was $337.9, reflecting a 24.5% growth rate over the prior year • Hospitality continued to recover, although at a slower pace than FY2022A ♦ Hotel Services business lines, including Premier, RED, and Inspire, especially performed well – Adjusted EBITDA for the year was $60.4, reflecting a 20.2% decrease versus the prior year • Inflationary pressures added to the incremental hiring requirements to return to pre-COVID-19 staffing and service levels, which caused margins to return to pre-COVID-19 levels (FYE 12/31) FY2022A FY2023A FY2024B Asset Management⁽¹⁾ Revenue $52.8 $52.8 $55.3 % Growth (12.1%) 0.2% 4.7% Adj. EBITDA $16.8 $10.9 $8.9 % Margin 31.8% 20.6% 16.2% Remington Revenue $46.7 $52.7 $56.5 % Growth 77.8% 12.7% 7.2% Adj. EBITDA $25.3 $21.3 $23.3 % Margin 54.1% 40.5% 41.3% Premier Revenue $22.2 $27.7 $21.1 % Growth 131.9% 25.1% (24.0%) Adj. EBITDA $8.7 $9.5 $5.9 % Margin 39.3% 34.4% 28.1% RED Revenue $26.3 $34.0 $46.6 % Growth 10.2% 29.1% 37.2% Adj. EBITDA $5.6 $5.2 $10.2 % Margin 21.3% 15.2% 21.9% Inspire Revenue $121.3 $148.8 $162.7 % Growth 143.1% 22.7% 9.4% Adj. EBITDA $19.6 $16.7 $22.8 % Margin 16.1% 11.2% 14.0% Other⁽²⁾ Revenue $2.2 $21.9 $25.4 % Growth (17.6%) 894.6% 16.1% Adj. EBITDA ($0.2) ($3.2) ($1.2) % Margin (10.6%) (14.6%) (4.7%) Consolidated Revenue $271.4 $337.9 $367.6 % Growth 57.5% 24.5% 8.8% Adj. EBITDA $75.7 $60.4 $70.0 % Margin 27.9% 17.9% 19.0% ($ in millions) |
16 Antelope Balance Sheet Balance Sheet (FYE 12/31, $ in millions) FY2021A FY2022A FY2023A Assets Unrestricted cash⁽¹⁾ $37.6 $44.4 $52.1 Restricted cash and investments 35.5 37.4 23.3 Other current assets 25.4 43.3 65.5 Total Current Assets $98.5 $125.0 $140.9 Investments $3.6 $4.2 $9.3 Property and equipment, net 83.6 41.8 56.9 Operating lease right-of-use assets 27.0 23.8 21.2 Goodwill, intangible, and other assets 302.2 287.5 276.6 Total Assets $514.8 $482.4 $504.8 Liabilities Accounts payable and accrued expenses $39.9 $56.1 $54.8 Dividends payable 34.6 27.3 28.5 Notes payable, net 6.7 5.2 4.4 Other current liabilities 33.5 32.6 47.7 Total Current Liabilities $114.7 $121.2 $135.4 Deferred income 8.0 7.4 6.4 Deferred tax liability, net 32.8 27.9 29.5 Notes payable, net 52.7 89.7 132.6 Finance lease liabilities 43.5 2.0 2.8 Operating lease liabilities 23.5 20.1 19.2 Other non-current liabilities 3.3 6.1 3.5 Total Liabilities $278.5 $274.2 $329.4 Mezzanine Equity Series D Convertible Preferred Stock $478.0 $478.0 $478.0 Redeemable noncontrolling interests⁽²⁾ 0.1 1.6 2.0 Total Mezzanine Equity $478.1 $479.6 $480.0 Equity Total Equity ($241.8) ($271.5) ($304.6) Total Liabilities, Mezzanine Equity and Equity (Deficit) $514.8 $482.4 $504.8 Source: Company SEC filings. (1) Does not exclude $5.0 of Unrestricted Cash reserved as Net Working Capital. (2) Reflects the fair market value of Series CHP Units, as presented on the Antelope Consolidated Balance Sheet. |
17 Antelope Capitalization Summary The Series D Convertible Preferred Stock comprises ~78% of Antelope’s current Enterprise Value, while its $35 annual dividend represents ~50% of FY2024P Adj. EBITDA and ~58% of FY2023A Adj. EBITDA Note: Balance sheet data as of December 31, 2023 Source: FactSet, Company SEC Filings. (1) Share price of $1.99 of March 19, 2024. (2) Assumes $5.0 of Unrestricted Cash is reserved as Net Working Capital. Security Type Outstanding Maturity Conversion Price Interest Rate Debt Facilities Total Debt $137.0 Varied N/A Varied Dividends Payable 28.5 Finance Lease Liabilities 3.3 Total Debt and Dividends Payable $168.7 Implied Leverage: (Debt + Dividends Payable / FY2024P Adj. EBITDA) 2.4x Mezzanine Equity 7.28% Series D Convertible Preferred $478.0 Redeemable After Jun 2026 $117.50 7.28% Series CHP Units at Liquidation Value 9.5 Total Debt + Dividends Payable + Preferred $656.2 Implied Leverage: (Debt + Dividends Payable + Preferred / FY2024P Adj. EBITDA) 9.4x Implied Leverage: (Debt + Dividends Payable + Preferred / FY2023A Adj. EBITDA) 10.9x Valuation Summary Total Debt + Dividends Payable + Preferred $656.2 (+) Equity Value⁽¹⁾ 6.4 (-) Unrestricted Cash⁽²⁾ (47.1) Total Enterprise Value $615.5 TEV / FY2024P Adj. EBITDA 8.8x ($ in millions) |
18 Antelope’s Relative Stock Price Performance Source: FactSet as of 3/19/2024. While the overall market has moderately performed over the past two years, Antelope has experienced a significant decline its in public market valuation 16.0% (88.9%) (100.0%) (80.0%) (60.0%) (40.0%) (20.0%) 20.0% 40.0% Mar-22 Jul-22 Nov-22 Mar-23 Jul-23 Nov-23 Mar-24 S&P 500 Antelope |
20 Antelope’s Current Stock Ownership Monty Bennett and Archie Bennett Jr. would own ~57.3% of Antelope's Common Stock upon the conversion of Series D Convertible Preferred Stock Source: Company-provided shareholder data. Note: Inclusive of Proposed 2023 Grants (to be granted in April 2024). (1) Common stock conversion of Series D Convertible Preferred and Series CHP Units per Management. (figures in thousands) Not Converted As-Converted⁽¹⁾ # % # % Series D Convertible Preferred Shareholders: Monty Bennett & Archie Bennett Jr. - - 4,068.1 52.7% Series CHP Units - - 80.4 1.0% Common Shareholders: (1) Monty Bennett 305.1 8.6% 305.1 4.0% (2) Zhengxu He & Ying Fang Ttee 297.5 8.3% 297.5 3.9% (3) The Vanguard Group, Inc. 130.6 3.7% 130.6 1.7% (4) Jeremy J Welter 109.9 3.1% 109.9 1.4% (5) Ashford Inc 103.8 2.9% 103.8 1.3% (6) Rob Hays 70.5 2.0% 70.5 0.9% (7) Douglas A Kessler 69.4 1.9% 69.4 0.9% (8) Robert J Terrell 64.4 1.8% 64.4 0.8% (9) Dinesh Prem Chandiramani 60.5 1.7% 60.5 0.8% (10) Khambounsi U Immanivong Tod 57.6 1.6% 57.6 0.7% (11) 1080 Partners LP 57.0 1.6% 57.0 0.7% (12) Renaissance Technologies 52.2 1.5% 52.2 0.7% (13) Archie Bennett Jr 51.7 1.4% 51.7 0.7% (14) Dartmore LP 49.6 1.4% 49.6 0.6% (15) Deric Eubanks 49.0 1.4% 49.0 0.6% (16) Kimberly R Welter 48.5 1.4% 48.5 0.6% (17) Richard Stockton 42.9 1.2% 42.9 0.6% (18) Mark Nunneley 41.4 1.2% 41.4 0.5% (19) Qingdong He 40.6 1.1% 40.6 0.5% (20) Mark Nunneley 33.9 1.0% 33.9 0.4% (21) Ladenburg Thalmann Asset Management, Inc. 33.7 0.9% 33.7 0.4% (22) James Hays 32.8 0.9% 32.8 0.4% (23) Charles Rose 32.5 0.9% 32.5 0.4% (24) Ashford Financial Corporation 31.8 0.9% 31.8 0.4% (25) Richard J Shallcross 31.0 0.9% 31.0 0.4% (26) Emily S Eubanks 30.5 0.9% 30.5 0.4% (27) FMT Co Cust IRA Rollover 28.2 0.8% 28.2 0.4% (28) Christopher James Batchelor 27.5 0.8% 27.5 0.4% (29) Palisades Asset Mgmt Corp 27.1 0.8% 27.1 0.4% (30) Blackrock Fund Advisors 25.3 0.7% 25.3 0.3% Remaining Shareholders 1,531.1 42.9% 1,531.1 19.8% Total 3,567.4 100.0% 7,716.0 100.0% |
21 Preliminary Concluding Observations on Antelope’s Situation Antelope has a portfolio of companies that provides services to two affiliated REITs (Ashford Hospitality Trust and Braemar Hotels & Resorts) and other third-parties The Company’s strategy was set before COVID-19 when it completed strategic acquisitions of Remington Hospitality and Premier COVID-19 had a material adverse impact on both Antelope and its REIT affiliates AHT had to take rescue capital from Oaktree, which it has still not repaid, and is now focused on selling assets to pay down the loan; therefore, it is currently unable to grow in the manner expected Braemar Hotels & Resorts enjoyed the benefits of recovery and the drive-to resort business ‒ That recovery has played its course and its stock price is still impacted, thus limiting its ability to add assets As a result of COVID-19, Antelope recognized impairment charges related to acquisitions of ~$178.2 in FY2020A. However, the $478.0 of Series D Preferred Convertible Stock used to pay for Remington and Premier has remained in place at face value ‒ While Antelope’s share price remains significantly below the Series D conversion price, the Company is subjected to a ~$34.8/year dividend ‒ Total Debt, Dividends Payable, and Preferred Stock results in 10.9x and 9.4x leverage multiples of FY2023A and FY2024P Adj. EBITDA, respectively Antelope’s management is focused on: ‒ Adding third-party business, which has materially less advantageous terms than affiliated REITs ‒ Strategically growing the third-party business • Third-party business consists of some new initiatives that have begun to gain traction and are expected to represent a material portion of Antelope’s projected growth, but the businesses can be more cyclical and capital intensive in nature than its advisory business ‒ Launching TSGF and Sterling Hotel REIT (both non-traded) with plans to grow assets • However, both of these are new initiatives and have yet to gain meaningful traction ($ in millions) Antelope is impacted by reduced growth from its affiliate REIT relationships and is looking to offset this from third-party growth initiatives and affiliated investment vehicles |
3. Preliminary Observations on Antelope’s Public Market Valuation |
23 Preliminary Observations of Antelope’s Public Market Valuation Antelope currently trades at 10.2x 2023A EBITDA and 8.8x Management’s projected 2024E EBITDA These multiples represent material discounts to the Company’s Lodging C-Corp peers, but represent levels that are in-line with Real Estate-focused Asset Managers and Real Estate Service Providers Antelope also trades at a premium to a select group of Real Estate-focused Asset Managers Antelope’s historical growth as an asset manager has largely depended on the growth of the REITs it manages Since the COVID-19 pandemic, both AHT and BHR have been capital constrained and struggled to grow, the former took a rescue financing package to survive Other Real Estate Asset Managers and Service Providers not primarily focused on the Lodging sector have a more diversified exposure to other real estate operating sectors A review of comparative operating, leverage and scale metrics indicate that Antelope’s Lodging C-Crop peers generally have higher growth rates and margins Antelope’s growth is constrained by high leverage and low public market valuations of AHT and BHR AHT is projected to shrink as it focuses on reducing debt Antelope’s ~10.9x Debt + Preferred / 2023A Adjusted EBITDA leverage ratio is significantly higher than its publicly traded peers Lodging C-Corps have a median leverage ratio of 3.2x Adj. EBITDA Real Estate Asset Managers and Service Providers also have significantly less leverage Antelope’s peers have substantially more scale - Antelope’s ~22k rooms compares to a ~681k median room count of its peers Unlike Antelope, the Lodging C-Corps are less dependent on affiliated customers enabling growth at a faster pace, improving economies of scale This concentration risk has significantly impacted Antelope ($ in millions) |
26 Marriott Hilton IHG Hyatt Choice Wyndham Playa Antelope - 2.0x 4.0x 6.0x 8.0x 10.0x 12.0x 6.0x 8.0x 10.0x 12.0x 14.0x 16.0x 18.0x 20.0x Leverage Ratio 2023 EV/EBITDA Marriott Hilton Hyatt IHG Choice Wyndham Playa Antelope - 2.0x 4.0x 6.0x 8.0x 10.0x 12.0x 6.0x 8.0x 10.0x 12.0x 14.0x 16.0x 18.0x 20.0x Leverage Ratio 2024 EV/EBITDA Marriott Hilton Hyatt IHG Wyndham Playa Antelope 0% 20% 40% 60% 80% 100% 120% 6.0x 8.0x 10.0x 12.0x 14.0x 16.0x 18.0x 20.0x % Capitalization 2024 EV/EBITDA Marriott Hilton Hyatt IHG Choice Wyndham Playa Antelope 0% 20% 40% 60% 80% 100% 120% 6.0x 8.0x 10.0x 12.0x 14.0x 16.0x 18.0x 20.0x % Capitalization 2023 EV/EBITDA Select Publicly Traded Lodging C-Corps: Leverage Comparison Net Debt + Preferred Multiple vs 2023A EV/EBITDA Multiple Net Debt + Preferred Multiple vs 2024E EV/EBITDA Multiple Debt/Capitalization vs 2023A EV/EBITDA Multiple Debt/Capitalization vs 2024E EV/EBITDA Multiple Antelope has significantly more leverage than other Lodging C-Corps Illustrative Correlation = (0.51) Illustrative Correlation = (0.65) Illustrative Correlation = (0.69) Illustrative Correlation = (0.76) Source: Capital IQ Pro, Company filings. |
4. Preliminary Perspectives on the Proposed Transaction |
29 Summary of Proposed Transaction Reverse split of 10,000-to-1: – Fractional shares to be cashed-out at $4.00 for each pre-reverse split shared cancelled – Reduces number of holders of common shares to well below 300 – Total cash outlay estimated at approximately $8 million including transaction costs Shareholder approval will require a Majority-of-the-Minority shareholder vote Post reverse split, Company would qualify to “Go-Dark,” resulting in a delisting and deregistration of its common shares, eliminating all expenses associated with exchange governance and disclosure requirements Once qualification completed, Company completes a forward stock split, so remaining shareholders have roughly the same number of shares they currently own |
30 Summary of Proposed Transaction (cont.) Select Benefits Select Considerations Cash payment at premium to market Avenue of liquidity not otherwise currently available X Forfeiture of potential future share price upside X Cash price may not reflect a full control premium in the absence of a market check X Stock illiquidity limits shareholders’ ability to buy enough shares to avoid a cash-out if desired X Arbitrageurs may buy the stock and influence a favorable vote Proposed Transaction Considerations – Minority Shareholders Cashed Out Minority Shareholders |
31 Summary of Proposed Transaction (cont.) Select Benefits Select Considerations Retain future upside in shares Company benefits may result in a higher valuation over time: Elimination of costs and requirements associated with Exchange Act reporting, exchange listing fees, and SOX compliance Reduction in D&O insurance and liability to officers/directors Allows Management to focus on growing the core business Company may potentially more easily raise private capital through private placements not impacted by the current trading price Ability to maintain ongoing trading through decentralized markets, such as OTC Markets Group Avoidance of the obligation to disclose competitive business information Ability to more easily explore major strategic transactions, such as M&A or divestitures, and execute them with greater confidentiality X No cash payment X Limited ability to sell shares to drive ownership to cash-out level X Material costs associated with “Go-Dark” process and reduction of Company’s liquidity X Opportunity cost associated with the alternative uses of capital used to pay fractional shareholders X Stock trading limitations in the OTC Market X Potential consent fees or default events, which could offset any savings related to reduced compliance burden X Elimination of equity research coverage X Diminished liquidity and access to public capital markets X Potential for stockholder litigation if holders feel deregistering is not in their best interest X Exposure to the financial, operational, and reputational risks associated with a failed vote X Requires monitoring of Company’s shareholder base to not breach the 300 holder limit Proposed Transaction Considerations – Minority Shareholders Remaining Minority Shareholders |
32 Select Potential Alternatives to the Proposed Transaction Alternative Overview Select Key Benefits Select Key Considerations Status Quo Execute standalone business plan Retain full future potential upside for existing shareholders Allows Management to focus on organic initiatives and establish additional commercial traction within growing segments prior to a liquidity event Least distraction from day-to-day operations Avoid cost of “going-dark” transaction X No near-term ability for current shareholders to liquidate meaningful positions without price pressure X Company’s current size may present challenges in successful execution being ignored in public equity markets without catalyst X Maintains ongoing public company cost burden X Limited benefits of current exchange listing given stock illiquidity and Company’s high leverage Traditional Share Repurchase Reacquisition by Antelope of its own shares Indicates management’s commitment to actively manage the Company’s capital to enhance shareholder value Potentially more efficient method of distributing cash to shareholders than dividends Signals that Management believes the stock is undervalued Permits absorption of shares from those most ready to sell, thereby improving the overall market for the issuer’s equity Can make “short selling” the stock more expensive X May reduce financial flexibility if a company is unable to reissue stock for any reason X Further reduces float in an illiquid stock X May reduce trading volume after completion X Could fail to produce a meaningful long-term solution to an undervalued share price in difficult market environments X Certain repurchase strategies are limited in size, price, participation, regulatory requirements/ disclosure, and timing 13e-3 Take Private Transaction Antelope stock is acquired in a transaction led by affiliated parties Payment of acquisition control premium Full liquidity for shareholders Greater operational and business flexibility than for a company subject to public company constraints Allow management to focus on long-term goals and objectives, free from public stockholder and market considerations Allow for greater leverage than acceptable for public companies Avoid burden of compliance with SEC rules, Sarbanes-Oxley, liability statutes and disclosure / reporting obligations X Generally, “going private” transactions are subject to more stringent regulations than “going dark” as a result of: X Perceived lack of arms-length negotiation between related parties and the company X Significant judicial concern about incentives and motives of participants X Potential for coercion X Elimination of public ownership X Requires full support of controlling shareholders X Potential limitations on, or effectiveness of, any market check Traditional Company Sale Sale of 100% of Antelope Valuation would include payment of control premium Provides maximum near-term liquidity for shareholders Eliminates operational execution risk with current share ownership More comprehensive sale and marketing process X Requires controlling shareholder support X Disruption associated with broader sale process X Disparate segments may complicate the story for certain buyers X Enhanced confidentiality risk X Reputational risk associated with failed process X Achieving maximum valuation will require buyers to credit projections and potential synergies more than current profits |
33 Illustrative Reverse Stock Transaction Considerations Reverse-Split Ratio 500:1 1,000:1 2,000:1 3,000:1 4,000:1 5,000:1 7,500:1 10,000:1 Holders Identifiable Remaining Holders 265 183 129 99 85 77 65 58 Unidentifiable Remaining Holders⁽¹⁾ 985 493 246 164 123 99 66 49 Incremental 2023 Grant Remaining Holders⁽²⁾ 16 3 1 1 0 0 0 0 Estimated Remaining Holders 1,266 679 376 264 208 176 131 107 % of Current Shareholders⁽³⁾ 30.5% 16.4% 9.1% 6.4% 5.0% 4.2% 3.2% 2.6% Cash Payment Shares Eliminated 0.153 0.233 0.367 0.438 0.523 0.580 0.705 0.825 (x) Cash Offer Price per Pre-Split Share Cancelled $4.00 $4.00 $4.00 $4.00 $4.00 $4.00 $4.00 $4.00 Estimated Cash Payment $0.6 $0.9 $1.5 $1.8 $2.1 $2.3 $2.8 $3.3 (shares and $ in millions, except per share values) (1) Assumes that each Unidentifiable Holder owns an amount of shares that would entitle them to one common share upon the reverse-split. (2) Modified list to remove any holder who is also included in the Identifiable Remaining Holders group. (3) Assumes total current shareholder count of 4,147 per Company-provided data. A reverse-split ratio of at least 3000:1 is necessary to ensure remaining shareholder count is below the 300 shareholder listing requirement Reconciliation to Antelope’s Holder Calculation: – Company assumes that all Unidentifiable remaining holders are cashed-out vs. a more conservative assumption of the max number of remaining holders at each ratio – Company includes all 20 proposed grant holders as individual remaining shareholders versus consolidating these holders with like holders in the remaining holder group – Several Identifiable holders were duplicated and not consolidated by the Company into the remaining holders group |
Appendix |
43 CONFIDENTIAL THIS DOCUMENT IS FOR DISCUSSION PURPOSES ONLY AND DOES NOT CONSTITUTE ADVICE OF ANY KIND, INCLUDING TAX, ACCOUNTING, LEGAL OR REGULATORY ADVICE, AND OPPENHEIMER & CO. INC. IS NOT AND DOES NOT HOLD ITSELF OUT TO BE AN ADVISOR AS TO TAX, ACCOUNTING, LEGAL OR REGULATORY MATTERS. THIS DOCUMENT WAS PREPARED ON A CONFIDENTIAL BASIS SOLELY FOR DISCUSSION BY THE COMPANY AND OPPENHEIMER & CO. INC. AND NOT WITH A VIEW TOWARD PUBLIC DISCLOSURE. THIS DOCUMENT SHALL BE TREATED AS CONFIDENTIAL BY ITS RECIPIENTS. THE INFORMATION CONTAINED HEREIN WAS OBTAINED FROM THE COMPANY AND PUBLIC SOURCES AND WAS RELIED UPON BY OPPENHEIMER & CO. INC. WITHOUT ASSUMING RESPONSIBILITY FOR INDEPENDENT VERIFICATION AS TO THE ACCURACY OR COMPLETENESS OF SUCH INFORMATION. ANY ESTIMATES AND PROJECTIONS FOR THE COMPANY CONTAINED HEREIN HAVE BEEN SUPPLIED BY THE MANAGEMENT OF THE COMPANY OR ARE PUBLICLY AVAILABLE, AND INVOLVE NUMEROUS AND SIGNIFICANT SUBJECTIVE DETERMINATIONS, WHICH MAY NOT BE CORRECT. NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, IS MADE AS TO THE ACCURACY OR COMPLETENESS OF SUCH INFORMATION AND NOTHING CONTAINED HEREIN IS, OR SHALL BE RELIED UPON AS, A REPRESENTATION OR WARRANTY, WHETHER AS TO THE PAST OR THE FUTURE. THE INFORMATION CONTAINED HEREIN WAS DESIGNED FOR USE BY SPECIFIC PERSONS FAMILIAR WITH THE BUSINESS AND AFFAIRS OF THE COMPANY AND OPPENHEIMER & CO. INC. ASSUMES NO OBLIGATION TO UPDATE OR OTHERWISE REVISE THESE MATERIALS. OPPENHEIMER & CO. INC.’S RESEARCH DEPARTMENT IS REQUIRED TO BE INDEPENDENT FROM ITS INVESTMENT BANKING DEPARTMENT, AND ITS RESEARCH ANALYSTS MAY HOLD AND MAKE STATEMENTS OR INVESTMENT RECOMMENDATIONS WITH RESPECT TO THE COMPANY AND/OR ANY OFFERING CONDUCTED BY THE COMPANY THAT DIFFER FROM THE VIEWS OF ITS INVESTMENT BANKERS. FURTHER, PURSUANT TO APPLICABLE LAW OPPENHEIMER & CO. INC. IS (AMONG OTHER THINGS) PRECLUDED FROM OFFERING FAVORABLE RESEARCH, A SPECIFIC RATING OR A SPECIFIC PRICE TARGET, OR THREATEN TO CHANGE RESEARCH, A RATING OR A PRICE TARGET, TO THE COMPANY AS CONSIDERATION OR INDUCEMENT FOR THE RECEIPT OF BUSINESS OR COMPENSATION. |
STRICTLY PRIVATE AND CONFIDENTIAL March 30, 2024 Project Antelope Discussion Materials |
2 This presentation, and any supplemental information (written or oral) or other documents provided in connection therewith (collectively, the “materials”), are provided solely for the information of the Special Committee of the Board of Directors of a Company for which we are utilizing the code name Antelope (“Antelope” or the “Company”) by Oppenheimer & Co. Inc. (“Oppenheimer”) in connection with the cash offer to Company shareholders that will only own fractional shares following the contemplated 10,000:1 reverse stock split of the Company’s common stock (the “Transaction”). This presentation is incomplete without reference to, and should be considered in conjunction with, any supplemental information provided by and discussions with Oppenheimer in connection therewith. The materials are for discussion purposes only. Oppenheimer expressly disclaims any and all liability which may be based on the materials and any errors therein or omissions therefrom. The materials were prepared for specific persons familiar with the business and affairs of the Company for use in a specific context and were not prepared with a view to public disclosure or to conform with any disclosure standards under any state or federal securities laws or other laws, rules or regulations, and none of the Special Committee of the Board of Directors of the Company, the Company or Oppenheimer takes any responsibility for the use of the materials by persons other than the Special Committee of the Board of Directors of the Company. The materials are provided on a confidential basis solely for the information of the Special Committee of the Board of Directors of the Company and may not be disclosed, summarized, reproduced, disseminated or quoted or otherwise referred to, in whole or in part, without Oppenheimer’s express prior written consent. Oppenheimer is not an expert on, and nothing contained in the materials should be construed as advice with regard to, legal, accounting, regulatory, insurance, tax or other specialist matters. Oppenheimer’s role in reviewing any information was limited solely to performing such a review as it deemed necessary to support its own advice and analysis and was not on behalf of the Special Committee of the Board of Directors of the Company. The materials necessarily are based on financial, economic, market and other conditions as in effect on, and the information available to Oppenheimer as of, the date of the materials. Although subsequent developments may affect the contents of the materials, Oppenheimer has not undertaken, and is under no obligation, to update, revise or reaffirm the materials, except as may be expressly contemplated by Oppenheimer’s engagement letter with the Company. The materials are not intended to provide the sole basis for evaluation of the Transaction and do not purport to contain all information that may be required. The materials do not address the underlying business decision of the Company or any other party to proceed with or effect the Transaction, or the relative merits of the Transaction as compared to any alternative business strategies or transactions that might be available for the Company or any other party. The materials do not constitute any opinion, nor do the materials constitute a recommendation to the Special Committee of the Board of Directors of the Company, the Company, any security holder of the Company, or any other party as to how to vote or act with respect to any matter relating to the Transaction or otherwise or whether to buy or sell any assets or securities of any company. Oppenheimer’s only opinion is the opinion, if any, that it actually delivers to the Special Committee of the Board of Directors of the Company. The materials may not reflect information known to other professionals in other business areas of Oppenheimer and its affiliates. The preparation of the materials was a complex process involving quantitative and qualitative judgments and determinations with respect to the financial, comparative and other analytic methods employed and the adaption and application of these methods to the unique facts and circumstances presented and, therefore, is not readily susceptible to partial analysis or summary description. Furthermore, Oppenheimer did not attribute any particular weight to any analysis or factor considered by it, but rather made qualitative judgments as to the significance and relevance of each analysis and factor. Each analytical technique has inherent strengths and weaknesses, and the nature of the available information may further affect the value of particular techniques. Accordingly, the analyses contained in the materials must be considered as a whole. Selecting portions of the analyses, analytic methods and factors without considering all analyses and factors could create a misleading or incomplete view. The materials reflect judgments and assumptions with regard to industry performance, general business, economic, regulatory, market and financial conditions and other matters, many of which are beyond the control of the participants in the Transaction. Any estimates of value contained in the materials are not necessarily indicative of actual value or predictive of future results or values, which may be significantly more or less favorable. Any analyses relating to the value of assets, businesses or securities do not purport to be appraisals or to reflect the prices at which any assets, businesses or securities may actually be sold. The materials do not constitute a valuation opinion or credit rating. In preparing the materials, Oppenheimer has not conducted any independent appraisal or evaluation of any of the assets, properties or liabilities (contingent or otherwise) of the Company or any other party and has no obligation to evaluate the solvency of the Company or any other party. |
3 All budgets, projections, estimates, financial analyses, reports and other information with respect to operations reflected in the materials have been prepared by management of the relevant party or are derived from such budgets, projections, estimates, financial analyses, reports and other information or from other sources, which involve numerous and significant subjective determinations made by management of the relevant party and/or which such management has reviewed and found reasonable. The budgets, projections and estimates contained in the materials may or may not be achieved and differences between projected results and those actually achieved may be material. Oppenheimer has relied upon representations made by management of the Company that such budgets, projections and estimates have been reasonably prepared in good faith on bases reflecting the best currently available estimates and judgments of such management (or, with respect to information obtained from public sources, represent reasonable estimates), and Oppenheimer expresses no opinion with respect to such budgets, projections or estimates or the assumptions on which they are based. The scope of the financial analysis contained herein is based on discussions with the Company (including, without limitation, regarding the methodologies to be utilized), and Oppenheimer does not make any representation, express or implied, as to the sufficiency or adequacy of such financial analysis or the scope thereof for any particular purpose. Oppenheimer has assumed and relied upon the accuracy and completeness of the financial and other information provided to, discussed with or reviewed by it without (and without assuming responsibility for) independent verification of such information, makes no representation or warranty (express or implied) in respect of the accuracy or completeness of such information and has further relied upon the assurances of the Company that it is not aware of any facts or circumstances that would make such information inaccurate or misleading. In addition, Oppenheimer has relied upon and assumed, without independent verification, that there has been no change in the business, assets, liabilities, financial condition, results of operations, cash flows or prospects of Antelope or any other participant in the Transaction since the respective dates of the most recent financial statements and other information, financial or otherwise, provided to, discussed with or reviewed by Oppenheimer that would be material to its analyses, and that the final forms of any draft documents reviewed by Oppenheimer will not differ in any material respect from such draft documents. The materials are not an offer to sell or a solicitation of an indication of interest to purchase any security, option, commodity, future, loan or currency. The materials do not constitute a commitment by Oppenheimer or any of its affiliates to underwrite, subscribe for or place any securities, to extend or arrange credit, or to provide any other services. In the ordinary course of business, certain of Oppenheimer’s affiliates and employees, as well as investment funds in which they may have financial interests or with which they may co-invest, may acquire, hold or sell, long or short positions, or trade or otherwise effect transactions, in debt, equity, and other securities and financial instruments (including loans and other obligations) of, or investments in, the Company, any Transaction counterparty, any other Transaction participant, any other financially interested party with respect to any transaction, other entities or parties that are mentioned in the materials, or any of the foregoing entities’ or parties’ respective affiliates, subsidiaries, investment funds, portfolio companies and representatives (collectively, the “Interested Parties”), or any currency or commodity that may be involved in the Transaction. Oppenheimer provides mergers and acquisitions and other advisory services to clients, which may have in the past included, or may currently or in the future include, one or more Interested Parties, for which services Oppenheimer has received, and may receive, compensation. Although Oppenheimer in the course of such activities and relationships or otherwise may have acquired, or may in the future acquire, information about one or more Interested Parties or the Transaction, or that otherwise may be of interest to the Company, Oppenheimer shall have no obligation to, and may not be contractually permitted to, disclose such information, or the fact that Oppenheimer is in possession of such information, to the Company or to use such information on the Company’s behalf. Oppenheimer’s personnel may make statements or provide advice that is contrary to information contained in the materials. Oppenheimer’s research department is required to be independent from its investment banking department, and its research analysts may hold and make statements or investment recommendations with respect to the Company and/or any offering conducted by the Company that differ from the views of its investment bankers. Further, pursuant to applicable law, Oppenheimer is (among other things) precluded from offering favorable research, a specific rating or a specific price target, or threaten to change research, a rating or a price target, to the Company as consideration or inducement for the receipt of business or compensation. |
4 1. Executive Summary 2. Selected Financial Analyses Appendix Weighted Average Cost of Capital Calculation “Go-Dark” Reverse Stock Split Precedent Analysis ‒ For Informational Purposes Only Table of Contents |
1. Executive Summary |
6 Executive Summary Oppenheimer & Co. Inc. has been asked to render an opinion to the Special Committee of the Board of Directors of a Company we have code named Antelope (“Antelope” or the “Company”) as to the fairness, from a financial point of view, of the cash consideration to be paid to Antelope shareholders that only own fractional shares following the contemplated 10,000:1 reverse stock split of the Company’s common stock (the “Transaction”). |
2. Selected Financial Analyses |
8 Financial Analyses Overview In evaluating the fairness, from a financial point of view, of the cash consideration of $5.00 per pre-reverse stock split share to be paid to Antelope shareholders that only own fractional shares following the contemplated 10,000:1 reverse stock split of the Company’s common stock, we evaluated the value of the Company using a number of valuation metrics and analyses as of March 28, 2024: Sum-of-the-Parts Selected Publicly Traded Companies Analysis – FY2023A – FY2024P Discounted Cash Flow Analysis |
Selected Publicly Traded Companies Analysis |
Discounted Cash Flow Analysis |
Financial Analyses Summary |
Appendix |
PROJECT TWILIGHT DISCUSSION MATERIALS March 2024 |
EXECUTIVE SUMMARY Robert W Baird (“Baird”) is pleased to discuss with the Board of Directors of Ashford, Inc (“AINC” or the “Company”) our views on a strategy to deregister and delist the Company from a national exchange Baird has analyzed a transaction as follows: ◼ Reverse split of 5,000(1) -to-1 ◼ Cash consideration of any fractional shares(2) at $4.00± per share – Reduces number of non-fraction shares to an estimated 2.5 million – Reduces number of holders of common shares to well below 300 – Total cash outlay estimated at approximately $8 million including transaction costs ◼ Request shareholder approval, including a Majority-of-the-Minority ◼ Post reverse split, Company would qualify to “Go-Dark,” resulting in a delisting and deregistration of its common shares, eliminating all required exchange governance and disclosure requirements ◼ Once qualification completed, Company completes a forward stock split, so remaining shareholders have roughly the same number of shares they currently own Page 2 _____________________ (1) Company considering reverse stock split of at least 5,000-to-1 up to 20,000-to-1. (2) Cash Consideration is only given to share holders who would own less than one whole share post the reverse stock split. |
EXECUTIVE SUMMARY (CON’T) ◼ Strategic and financial benefits to Company from such a transaction – Elimination of all costs associated with Exchange Act reporting and exchange listing fees – SOX compliance no longer required – Materially lower D&O insurance and reduced liability to officers/directors – No need to comply with exchange governance and disclosure requirements – Enhanced focus of management who won't be distracted by public company reporting and scrutiny – With no set trading price, Company can more easily raise accretive equity capital through private placements tied to fair value of the Company vs current trading price – Reduce or eliminate the obligation to disclose competitive business information – Enhanced freedom to explore, confidentially, major corporate and strategic transactions, such as mergers and acquisitions or dispositions, and to execute such transactions more smoothly, efficiently and cost-effectively ◼ Considerations – Costs of “Go-Dark” process and reduction of Company’s liquidity – Alternative uses of the capital used to tender – Elimination of any third party research – Third party approvals and consents – Reduced liquidity to on-going shareholders – Potential for stockholder litigation – Financial, operational and reputational risks associated with a failed vote – Needs to monitor shareholder base to ensure total shareholders do not increase over 300 Page 3 |
BALANCE SHEET 2022 2023 Current Assets Cash & Cash Equivalents(1) $ 44,390 $ 52,054 Restricted Cash 37,058 23,216 Restricted Investments 303 128 Accounts Receivable 17,615 26,945 Due from Affiliates 463 41 Due from Ashford Trust - 18,933 Due from Braemar 11,828 714 Inventories 2,143 2,481 Prepaid Expenses and Others 11,226 16,418 Total Current Assets $ 125,026 $ 140,930 Investments 4,217 9,265 Property and Equipment, net 41,791 56,852 Operating Lease Right-of-Use Assets 23,844 21,193 Goodwill 58,675 61,013 Intangible Assets, net 226,544 210,095 Other Assets, net 2,259 1,101 Total Assets $ 482,356 $ 500,449 Current Liabilities Accounts Payable and Accrued Expenses $ 56,079 $ 54,837 Dividends Payable 27,285 28,508 Due to Affiliates 15 - Due to Ashford Trust 1,197 - Deferred Income 444 11,963 Notes Payable, net 5,195 4,387 Finance Lease Liabilities 1,456 437 Operating Lease Liabilities 3,868 4,160 Claims Liabilities and Other 25,630 31,112 Total Current Liabilites $ 121,169 $ 135,404 Deferred Income 7,356 6,415 Deferred Tax Liability, net 27,873 25,159 Deferred Compensation Plan 2,849 891 Notes Payable, net 89,680 132,579 Finance Lease Liabilities 1,962 2,832 Operating Lease Liabilities 20,082 19,174 Other Liabilities 3,237 2,590 Total Liabilities $ 274,208 $ 325,044 _____________________ (1) $5.0M of unrestricted cash allocated to net working capital. Page 6 |
EV TO PRO FORMA CORPORATE EBITDA MULITPLES _____________________ (1) Balance Sheet figures as of 12/31/2023. (2) Based on 30-day VWAP as of 3/3/2024. (3) Excludes $5.0M of unrestricted cash allocated to Net Working Capital. Implied Market Valuation(1) Continuing Cost of Equity Common Equity Market Cap(2) $7,983 Total Debt 136,966 Preferred Equity 487,450 Accrued Preferred Dividends 28,508 Unrestricted Cash(3) (47,054) Implied Enterprise Value $613,853 Page 7 |
IMPLIED SHARE PRICE $4.00 Proposed Tender Share Price Page 8 |
PRECEDENT TRANSACTIONS VALUATION |
PRECEDENT TRANSACTIONS VALUATION Same-Store Budgeted EBITDA Year 2024 2024 Total Pro Forma Corporate EBITDA $60,645 $68,476 Asset Management Segment Total Asset Management EBITDA(1) $8,944 $8,944 Applied Multiple 12.0x 12.0x Implied Valuation $107,332 $107,328 Property Management Segment Total Property Management EBITDA $22,478 $23,336 Applied Multiple 10.0x 10.0x Implied Valuation $224,779 $233,362 Premier Business Segment Total Premier EBITDA $5,731 $5,919 Applied Multiple 10.0x 10.0x Implied Valuation $57,312 $59,192 Inspire Business Segment Total Inspire EBITDA $17,206 $22,778 Applied Multiple 8.0x 8.0x Implied Valuation $137,649 $182,224 RED Business Segment Total RED EBITDA $9,112 $10,214 Applied Multiple 6.0x 6.0x Implied Valuation $54,674 $61,282 Remaining Business Segments & Other Corporate Items Total Remaining EBITDA ($2,827) ($2,715) Applied Multiple 8.0x 8.0x Implied Valuation ($22,615) ($21,719) Enterprise Value $559,131 $621,668 Total Debt (136,966) (136,966) Excess Cash 47,054 47,054 Tangible Net Working Capital (4,036) (4,036) Total Preferred Equity (487,450) (487,450) Total Accrued Preferred Dividends (28,508) (28,508) Implied Equity Value ($50,775) $11,762 Share Count 3,206 3,206 Implied Equity Value Per share ($15.84) $3.67 _____________________ (1) Includes Lismore. Page 10 |
SENSITIVITY ANALYSIS: PRECEDENT TRANSACTIONS VALUATION Step: Same-Store Multiple Spread to Selected Multiple (Across All Business Segments) -0.5x -0.3x 0.0x 0.3x 0.5x $528,808 $543,970 $559,131 $574,292 $589,453 Enterprise Value Range $528,808 − $589,453 Equity Value Range ($81,098) − ($20,453) Equity Value Per Share Range ($25.29) − ($6.38) Step: Budgeted Multiple Spread to Selected Multiple (Across All Business Segments) -0.5x -0.3x 0.0x 0.3x 0.5x $587,430 $604,549 $621,668 $638,787 $655,906 Enterprise Value Range $587,430 − $655,906 Equity Value Range ($22,476) − $46,000 Equity Value Per Share Range ($7.01) − $14.35 Page 11 |
PRECEDENT TRANSACTIONS: HOSPITALITY BRANDS / PROPERTY MANAGERS / ASSET MANAGERS _____________________ Source: S&P Capital IQ, SNL Financial, and Company Filings. Sorted by Close Date. Note: Adjusted mean calculated by removing the highest and lowest values. (1) Baird Investment Banking estimate. (2) Source: Janney Fairness Opinion for Hotel Management Business acquisition. (3) Source: Baird Equity Research on 11/1/18. (4) Source: Baird Equity Research. EBITDA multiple includes expected post-transaction synergies. (5) Source: Baird Equity Research. (6) Source: Transaction announcement. (7) EBITDA multiple includes the incremental value to Reit Management & Research LLC as a result of the change in termination fee that was included in the transaction. (8) 2014 EBITDA multiple reported by InterContinental was 21x. Stabilized Implied EV / EBITDA multiple at the time of the announcement expected to be lower, figure shown represents Baird estimate of stabilized multiple. (9) Based on MLV research report at 6.0x fees, assuming a 50% margin. (10) Source: Marriott Hotels press release. Values based on the exchange rate as of the closing date. (11) Source: Annualized T-3 EBITDA per latest available public filing. (12) Source Cap IQ and press releases. (13) Adjusted mean is calculated by removing the max and the min from each range. (14) Source: Cap IQ; FirstService Corporation bought a majority stake in Colliers Macaulay Nicolls in 2004 and then bought the remaining minority stake in 2005. Buyer Target Announce Date Close Date Gross Transaction Value ($MM) Implied Equity Value Implied Enterprise Value Implied Enterprise Value / EBITDA Hyatt Dream Hotel Group 11/29/2022 2/2/2023 300.0 300.0 300.0 11.9x (1) Marriott Hoteles City 10/19/2022 5/1/2023 100.0 NA NA 14.0x (5) Wyndham Vienna House 9/8/2022 9/8/2022 44.0 NA NA 10.4x (5) Choice Hotel Radisson Hotel 6/13/2022 8/11/2022 675.0 675.0 675.0 11.0x (5) Hyatt Apple Leisure Group 8/15/2021 11/1/2021 2,769.0 NA 2,769.0 11.5x (5) Sonesta International RLH Corp (Red Lion Hotels) 12/30/2020 3/17/2021 90.0 NA 90.0 14.6x (11) Marriott Elegant Hotels Group 10/18/2019 12/9/2019 199.0 125.6 193.8 11.1x (5) Ashford Inc. Remington Holdings, LP 6/3/2019 11/6/2019 275.0 NA 275.0 11.5x (2) Advent International Aimbridge Hospitality 1/10/2019 2/28/2019 NA NA NA 11.0x (3) Hyatt Two Roads Hospitality LLC 10/9/2018 11/30/2018 483.0 415.0 446.0 13.2x (4) Red Lion Knights Inn 4/4/2018 5/14/2018 27.0 NA NA 9.0x (5) Wyndham Worldwide Corp. La Quinta Franchise / Management 1/18/2018 5/31/2018 1,950.0 995.0 1,950.0 12.5x (5) Choice Hotels International, Inc. WoodSpring Hotels Franchise Services LLC 12/18/2017 2/1/2018 231.3 NA 231.3 13.5x (4) Accor Mantra 10/9/2017 5/31/2018 1,200.0 NA NA 12.4x (5) Kohlberg & Company, L.L.C. Interstate Hotels & Resorts, Inc. 5/4/2016 5/4/2016 NA NA NA 8.0x (1) General Atlantic Service Company, L.P. Aimbridge Hospitality, LLC 7/13/2015 7/13/2015 NA NA NA 10.0x (4) Marriott Delta Hotels & Resorts 1/27/2015 4/1/2015 136.0 NA NA 10.0x (5) InterContinental Hotels Group PLC Kimpton Hotel & Restaurant Group, LLC 12/16/2014 1/16/2015 430.0 430.0 430.0 12.0x (8) Jin Jiang International Holdings Louvre Hotels Group 11/12/2014 1/15/2015 NA NA NA 12.2x (3) Northstar Asset Management Group Inc. Island Hospitality Management, LLC 11/6/2014 1/9/2015 37.0 82.1 82.1 12.0x (9) Trilantic Capital Management L.P. Highgate Hotels, L.P. 10/7/2014 10/7/2014 NA NA NA 10.0x (4) Brookfield Asset Management Inc. Thayer Lodging Group Inc. 5/16/2014 5/16/2014 NA NA NA 12.0x (4) Marriott International, Inc. Protea Hospitality Holdings (Pty) Ltd 11/7/2013 4/1/2014 186.0 186.0 186.0 10.0x (10) Lee Equity Partners, LLC Aimbridge Hospitality, LLC 10/8/2013 10/8/2013 NA NA NA 8.0x (4) Marriott Gaylord 5/31/2012 10/1/2012 210.0 NA NA 8.4x (5) Mean $ 401 $ 636 11.2x Adjusted Mean(13) $ 355 $ 478 11.2x 13 Page 12 |
COMPARABLE PUBLIC COMPANIES |
COMPARABLE COMPANIES VALUATION Same-Store Budgeted EBITDA Year 2024 2024 Total Pro Forma Corporate EBITDA $60,645 $68,476 Asset Management Segment Total Asset Management EBITDA(1) $8,944 $8,944 Applied Multiple 10.0x 10.0x Implied Valuation $89,443 $89,440 Property Management Segment Total Property Management EBITDA $22,478 $23,336 Applied Multiple 10.0x 10.0x Implied Valuation $224,779 $233,362 Premier Business Segment Total Premier EBITDA $5,731 $5,919 Applied Multiple 8.0x 8.0x Implied Valuation $45,849 $47,354 Inspire Business Segment Total Inspire EBITDA $17,206 $22,778 Applied Multiple 8.0x 8.0x Implied Valuation $137,649 $182,224 RED Business Segment Total RED EBITDA $9,112 $10,214 Applied Multiple 8.0x 8.0x Implied Valuation $72,899 $81,709 Remaining Business Segments & Other Corporate Items Total Remaining EBITDA ($2,827) ($2,715) Applied Multiple 8.0x 8.0x Implied Valuation ($22,615) ($21,719) Enterprise Value $548,005 $612,369 Total Debt (136,966) (136,966) Excess Cash 47,054 47,054 Total Preferred Equity (487,450) (487,450) Total Accrued Preferred Dividends (28,508) (28,508) Implied Equity Value ($57,865) $6,499 Share Count 3,206 3,206 Implied Equity Value Per share ($18.05) $2.03 _____________________ (1) Includes Lismore. Page 15 |
SENSITIVITY ANALYSIS: COMPARABLE COMPANIES VALUATION Step: Same-Store EBITDA Multiple Spread to Selected Multiple (All Business Segments) -0.5x -0.3x 0.0x 0.3x 0.5x $517,682 $532,843 $548,005 $563,166 $578,327 Enterprise Value Range $517,682 − $578,327 Equity Value Range ($88,188) − ($27,543) Equity Value Per Share Range ($27.51) − ($8.59) Step: Budgeted EBITDA Multiple Spread to Selected Multiple (All Business Segments) -0.5x -0.3x 0.0x 0.3x 0.5x $578,131 $595,250 $612,369 $629,488 $646,607 Enterprise Value Range $578,131 − $646,607 Equity Value Range ($27,739) − $40,737 Equity Value Per Share Range ($8.65) − $12.71 Page 16 |
DCF VALUATION |
SENSITIVITY ANALYSIS Terminal Multiple 566,416.8 9.50x 9.75x 10.00x 10.25x 10.50x 15.71% $524,425 $534,553 $544,680 $554,808 $564,935 15.21% $534,714 $545,063 $555,412 $565,762 $576,111 14.71% $545,263 $555,840 $566,417 $576,994 $587,570 14.21% $556,081 $566,891 $577,702 $588,512 $599,322 13.71% $567,176 $578,226 $589,276 $600,326 $611,376 Enterprise Value Range $524,425 − $611,376 Equity Value Range ($85,481) − $1,470 Equity Value Per Share Range ($26.66) − $0.46 Discount Rate DCF ENTERPRISE VALUE DCF CONTINUING EQUITY VALUE Terminal Multiple 17,326.1 11.50x 11.75x 12.00x 12.25x 12.50x 21.70% $11,865 $13,296 $14,727 $16,158 $17,589 21.20% $13,088 $14,549 $16,010 $17,470 $18,931 20.70% $14,344 $15,835 $17,326 $18,817 $20,308 20.20% $15,633 $17,156 $18,678 $20,200 $21,723 19.70% $16,957 $18,512 $20,066 $21,621 $23,175 Equity Value Range $11,865 − $23,175 Equity Value Per Share Range $3.70 − $7.23 Discount Rate Page 23 |
PRECEDENT REVERSE SPLITS |
PRECEDENT TRADING |
AINC ROLLING 30-DAY VWAP LAST 6 MONTHS _____________________ Source: CapIQ. $5.55 +40% $3.97 Median $2.38 -40% $4.00 Proposed Tender Share Price Page 27 |
APPENDIX |
Exhibit 107
CALCULATION OF FILING FEE TABLES
Schedule 13E-3
(Form Type)
Ashford Inc.
Monty J. Bennett
Deric S. Eubanks
J. Robison Hays, III
(Exact Name of Registrant and Name of Person Filing Statement)
Table 1: Transaction Valuation
Proposed Maximum Aggregate Value of Transaction |
Fee Rate |
Amount of Filing Fee | ||||||||||
Fees to be Paid | $ | 5,500,000.00 | (1) | 0.00014760 | $ | 811.80 | (2) | |||||
Fees Previously Paid | $ | 0 | $ | 0 | ||||||||
Total Transaction Valuation | $ | 5,500,000.00 | ||||||||||
Total Fees Due for Filing | $ | 811.80 | ||||||||||
Total Fees Previously Paid | $ | 0 | ||||||||||
Total Fee Offsets | $ | 0 | ||||||||||
Net Fee Due | $ | 811.80 |
(1) | Calculated solely for purposes of determining the filing fee. This amount assumes the acquisition of approximately 1,100,000 shares of common stock for $5.00 per share in cash in lieu of issuing fractional shares to holders of less than 5,000 shares of common stock after the proposed reverse/forward stock split. |
(2) | The filing fee is calculated in accordance with Rule 0-11(b) by multiplying the Total Transaction Valuation of $5,500,000.00 by 0.00014760. |