Ashford Prime Responds To Sessa, Says Sessa Attempting To 'irresponsibly seize' Board Control

Ashford Hospitality Prime, Inc.

("Ashford Prime" or the "Company") issued the following statement in response to a press release issued by Sessa Capital ("Sessa") today regarding statements made to the New York Stock Exchange ("NYSE"), as well as Sessa's preliminary proxy statement filed with the U.S. Securities and Exchange Commission on February 12, 2016. The Company believes Sessa is attempting to irresponsibly seize control of the Ashford Prime Board in order to force a quick sale of the Company. In pursuing this goal, Sessa has decided to wage a frivolous and inflammatory letter writing campaign to the Company's regulators and file a meritless lawsuit in Maryland. These tactics are not in the best interest of all shareholders because they serve mainly to distract the Board's attention from conducting its strategic review process and management's attention from running the Company's business. The Company and its Board remain firmly committed to maximizing value for all shareholders and are currently conducting a thorough review of strategic alternatives, including a potential sale of the Company. In pursuing an expensive proxy fight, Sessa is disrupting the strategic review process in order to advance its own short-term objectives, regardless of whether they are in the best interest of the Company or its shareholders. Sessa's campaign seeks to elect a majority of Ashford Prime's Board of Directors but fails to address the critical risks associated with taking such an action, including the potential triggering of a significant fee under the management agreement, a risk exacerbated by Sessa's failure to provide information about their plans for the Company in accordance with the Company's bylaws to facilitate the evaluation of Sessa's slate by the Company's Board. With regard to Sessa's statements made today, the Company vigorously disputes Sessa's assertions that any violations of stock exchange rules or applicable laws have occurred. Sessa also makes several fundamentally misleading statements in its proxy filing. For example, Sessa claims that recent actions by the Company's Board have served to increase the size of the termination fee. This is entirely false. The calculation of the termination fee has remained unchanged since the time of Ashford Prime's spinoff from Ashford Hospitality Trust. Importantly, while Sessa is asking for support in seizing control of the Company, it has not disclosed any strategic or financial plans for the Company. The Company has on numerous occasions given Sessa an opportunity to share its ideas and propose a path forward for the Company. However, it is our belief that since day one Sessa has planned to pursue a disruptive proxy contest and litigation to pressure the Company into a quick sale. Despite Sessa's repeated attempts at disruption, the Company's strategic review process is ongoing. The Board of Directors is singularly focused on finding the best path that generates optimum value for all shareholders. The Company will also continue to defend itself against the meritless litigation brought by Sessa in Maryland. Ashford Hospitality Prime is a real estate investment trust (REIT) focused on investing in luxury hotels located in resort and gateway markets. Ashford Prime has retained Cadwalader, Wickersham & Taft LLP as legal counsel and Deutsche Bank Securities Inc. as financial advisor on this matter.