Ashford Enters Deal to Acquire Division of Remington

DALLAS—Ashford Inc. has signed a definitive agreement to acquire the project management business of privately held Remington Holdings LP. The transaction, which is expected to close during the third quarter, is subject to approval by the company’s stockholders and customary closing conditions.

“The proposed acquisition of Remington’s high-margin project management business will immediately add scale, diversification and an enhanced competitive position in the hospitality industry, while also expanding the breadth of services we offer to our managed REITs,” said Monty J. Bennett, Ashford’s chairman and CEO. “With deep industry experience and long-term contracts in place, we believe this transaction represents a compelling opportunity for Ashford to diversify its earnings stream and, moving forward, the potential to expand business to other third-party clients.”

Remington’s project management division provides comprehensive and cost-effective design, development and project management services for both Remington-managed hotels as well as external partners. It provides project oversight, coordination, planning and execution of renovation, capital expenditure or ground-up development projects. Its operations are responsible for managing and implementing substantially all capital improvements at Ashford Hospitality Trust Inc. and Ashford Hospitality Prime Inc. Additionally, it has extensive experience working with many of the major hotel brands in areas of renovating, converting, developing or repositioning hotels. In 2017, the division had revenues of approximately $29 million and adjusted EBITDA of approximately $16.3 million.

Under the terms of the agreement, the company will acquire Remington’s project management business for a total transaction value of $203 million. The purchase price will be paid by issuing voting, convertible preferred stock to the sellers.

Upon closing of the transaction, the sellers will have the right to nominate two directors to the company’s board of directors.

Remington is currently owned by Monty J. Bennett and Archie Bennett, Jr., the company’s chairman and CEO and his father. The company’s board of directors formed a special committee of independent and disinterested directors to analyze and negotiate the transaction on behalf of the company and deliver a recommendation to its board of directors with respect to the transaction.

The special committee was advised by Janney Montgomery Scott LLC as financial advisor, and Norton Rose Fulbright US LLP acted as its legal advisor. Robert W. Baird & Co. Inc. acted as Remington’s financial advisor, and Baker Botts L.L.P. acted as Remington’s legal advisor.