Ashford Inc. Initiates Termination of Common Stock
Ashford Inc. (NYSE American: AINC) has initiated its previously reported plans to delist its shares of common stock from trading on the New York Stock Exchange American.
The company recently announced that its stockholders voted to approve proposals to effect a 1-for-10,000 reverse stock split of its common stock, which will be followed immediately by a 10,000-for-1 forward stock split. Ashford will also adopt a waiver on the prohibition on Rule 13e-3 transactions contained in Section 3.03 of its Investor Rights Agreement signed Nov. 6, 2019.
The common stock’s last day of trading on the New York Stock Exchange will be July 26, 2024. The reverse and forward stock splits will be effected on July 29 at 5:01 p.m. ET and 5:02 p.m. ET, respectively.
As a result of the reverse stock split, each share of Ashford’s common stock held by a stockholder of record owning fewer than 10,000 shares of the company’s common stock in any one account immediately prior to the effective time of the reverse stock split will be converted into the right to receive $5.00 in cash, without interest, and such stockholders will no longer be stockholders of the company. To be entitled to such cash payment, a stockholder must be a record holder of fewer than 10,000 shares immediately prior to the effective time of the reverse stock split.
Investors who purchase fewer than 10,000 shares prior to the effective time of the reverse stock split and settle such purchases after the effective time shall not be entitled to such cash payment and instead their trades will be settled on a post-forward stock split basis. The cash payment will be made on or about Aug. 7, 2024.
Stockholders owning 10,000 or more shares of Ashford’s common stock in any one account immediately prior to the effective time of the reverse stock split will not be entitled to receive any cash for their fractional share interests resulting from the reverse stock split, if any, and will instead remain stockholders in the company holding, as a result of the forward stock split, the same number of shares of common stock as such stockholders held immediately before the effective time of the reverse stock split.
As previously reported by The DI Wire, Ashford said it is undertaking the deregistration and delisting transaction to avoid the substantial cost and expense of being a public reporting company and to allow it to focus on continued growth and enhancing long-term stockholder value. The company anticipates savings of approximately $2.5 million annually as a result of the deregistration and delisting transaction.
Ashford sponsors two select non-listed preferred stock offerings that have raised more than $100 million of aggregate investor equity.
After Ashford terminates the registration of its common stock with the U.S. Securities and Exchange Commission and delists its common stock from the NYSE American, it will cease to file annual, quarterly, current and other reports and documents with the SEC, and stockholders will cease to receive annual reports and proxy statements.
Click here to visit The DI Wire directory page.
