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Ashford Hospitality Prime CEO change is 'a ruse,' activist shareholder says

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Ashford Hospitality Prime CEO change is 'a ruse,' activist shareholder says

Sessa Capital (Master) LP, an 8.2% shareholder in , calleda plan for the REIT'sCEO to step down "merely a ruse" and expressed doubt over its plannedasset sales.

Sessa, which is seeking to replace Ashford Prime's board and has been entangled in legaldisputes with the company surrounding that effort, is the most vocal of severalshareholders to expressdiscontent with company strategyin recent months.

Ashford Prime said May 6 that its chairman and CEO, Monty Bennett,plans to step down and be replaced by a new CEO after the company's shareholdermeeting June 10. Bennett will remain as chairman and will continue to serve as chairmanand CEO of Ashford Inc.,the REIT's external adviser.

While Ashford Prime cast the CEO transition as a corporate governanceimprovement, Sessa, in a May 10 news release, called it "merely symbolic,"noting that the new CEO will be appointed by Ashford Inc.

"Sessa believes this arrangement renders the Company's latestproposal a mere cosmetic change that leaves Monty Bennett's power over Ashford Primeunchecked," the investor said.

The firm also criticized Ashford Prime's directors, arguing thatthey have "personal, professional and financial intersections" with Bennettand his other companies. A company proposal to add new directors to the board willbe insufficient, Sessa said, since the current directors, who would remain, "havealready failed to protect shareholders' interests."

Sessa also cast doubt on the company's announced plan to sellthe Marriott Courtyard Seattle Downtown and its stated intention to sell other properties.

"We have seen Chairman Bennett in his CEO role at AshfordTrust make similar preliminary announcements that have failed before closing, sowe will reserve judgment until we see a binding or definitive agreement with criticaldetails such as price, valuation, and closing conditions," Sessa founder andmanaging partner John Petry said in the release. "We also await more detailson the long-overdue waiver of the oversized termination fee payable to Ashford Inc.should more than one hotel be sold."