IRSA Inversiones y Representaciones (NYSE: IRS) Affiliate Agrees to Purchase Investment in Supertel Hospitality
November 16, 2011 18:35 ET
IRSA Inversiones y Representaciones (NYSE: IRS) Affiliate Agrees to Purchase Investment in Supertel Hospitality
NORFOLK, NE--(Marketwire - Nov 16, 2011) - Supertel Hospitality, Inc. (
Supertel President and CEO Kelly Walters welcomed the investment of IRSA into Supertel, "for IRSA has shown an important growth in the last 2 decades and is worldwide recognized for its vision to find companies with high growth potential". Eduardo S. Elsztain, Chairman of IRSA, commented: "our investment is a vote of confidence in the direction that Supertel has been pursuing in terms of repositioning its portfolio, improving property level management, and strengthening the company's balance sheet. We expect that with this investment, Supertel will have made significant progress in its ongoing effort to optimize its capital structure to ultimately resume growth and regain the financial flexibility needed to reach its full potential".
Each preferred share will receive a dividend of $0.625 per year, vote with the common stock, subject to certain voting limitations, and, subject to ownership limitations, will be convertible into common stock of Supertel at the rate of ten shares for each share of preferred stock for a period of 5 years.
In connection with the investment, the Investor will also receive warrants to purchase 20 million shares of Supertel common stock, which may be increased up to 30 million shares pro rata with the Investor's exercise of the option for additional preferred shares. Subject to ownership limitations, the warrants are exercisable at any time following the closing date and expire in five years, at an exercise price of $1.20 per share.
The Investor's and its affiliates' beneficial ownership of voting stock at any time will be limited to 34% of the issued and outstanding voting stock of Supertel notwithstanding preferred voting or conversion rights or warrant exercise rights. The Company plans to hold a special shareholders meeting and seek shareholder approval of the proposed transaction pursuant to Nasdaq Stock Market rules.
Pursuant to a director's designation agreement to be entered into at the closing of the transaction, Supertel will appoint up to four directors designated by the Investor to the nine member Supertel board. The Investor will also have participation or preemptive rights in future Supertel offerings for up to six years after closing of the transaction based on its level of beneficial ownership of Supertel stock.
IRSA's representation on the Supertel board is expected to be led by Daniel Elsztain, IRSA executive in charge of IRSA's investment efforts in the United States and also a Board Member in Hersha Hospitality Trust (
JMP Securities is serving as financial advisor to Supertel.
About IRSAInversiones y Representaciones Sociedad Anónima
IRSA Inversiones y Representaciones S.A. (
About Supertel Hospitality, Inc.
As of November 16, 2011, Supertel Hospitality, Inc. (
Forward-Looking Information
Certain matters within this press release are discussed using forward-looking language as specified in the Private Securities Litigation Reform Act of 1995, and, as such, may involve known and unknown risks, uncertainties and other factors that may cause the actual results or performance to differ from those projected in the forward-looking statement. These risks are discussed in the Company's filings with the Securities and Exchange Commission.
Additional Information and Where to Find It
Supertel plans to file with the Securities and Exchange Commission (the "SEC") and mail to its shareholders a proxy statement in connection with the proposed investment transaction (the "Transaction"). The proxy statement will contain important information about the proposed Transaction and related matters. INVESTORS AND SHAREHOLDERS ARE URGED TO READ THE PROXY STATEMENT CAREFULLY WHEN IT BECOMES AVAILABLE. Investors and shareholders will be able to obtain free copies of the proxy statement and other documents filed with the SEC by Supertel through the web site maintained by the SEC at [ www.sec.gov ]. In addition, investors and shareholders will be able to obtain free copies of the proxy statement from Supertel by contacting Investor Relations by telephone at (402) 371-2520, or by mail at Supertel, Investor Relations, 309 North 5th Street, Norfolk, Nebraska 68701.
Supertel and its directors and executive officers may be deemed to be participants in the solicitation of proxies from the shareholders of Supertel in connection with the proposed Transaction. Information regarding the interests of these directors and executive officers in the Transaction described herein will be included in the proxy statement described above. Additional information regarding these directors and executive officers is also included in Supertel's proxy statement for its 2011 Annual Meeting of Shareholders, which was filed with the SEC on April 21, 2011, and Form 10-K for the fiscal year ended December 31, 2010, filed with the SEC on March 16, 2011. These documents are available free of charge at the SEC's web site at [ www.sec.gov ], and from Supertel by contacting Investor Relations by telephone at (402) 371-2520, or by mail at Supertel, Investor Relations, 309 North 5th Street, Norfolk, Nebraska 68701, or by going to Supertel's Investor Relations page and choosing the Investor Information link, on the Supertel corporate web site at [ www.supertelinc.com ].