Interstate Hotels & Resorts, Inc. Adopts Tax Benefit Preservation Plan
24 Settembre 2009 - 6:05PM
PR Newswire (US)
ARLINGTON, Va., Sept. 24 /PRNewswire-FirstCall/ -- Interstate
Hotels & Resorts (NYSE:IHR), a leading hotel real estate
investor and the nation's largest independent hotel management
company, today announced that its board of directors has adopted a
tax benefit preservation plan designed to preserve the value of its
substantial tax assets. The purpose of the plan is to protect
stockholder value by attempting to preserve the company's ability
to maximize available federal tax deductions that may be deemed
built-in losses and to prevent a possible limitation on the
company's ability to use its net operating losses, capital losses
and tax credit carryforwards (the "tax attributes") to reduce
potential future federal income tax obligations. The company has
experienced and continues to experience tax losses, and under the
Internal Revenue Code and rules promulgated by the Internal Revenue
Service, Interstate may "carry forward" these losses, as well as
capital losses and tax credits, in certain circumstances to offset
any current and future earnings with these items, as well as
deductions deemed to be built-in losses, and thus reduce
Interstate's federal income tax liability, subject to certain
requirements and restrictions. However, if the company experiences
an "ownership change," as defined in Section 382 of the Internal
Revenue Code, its ability to use the tax attributes and to use
other tax deductions deemed to be built-in losses could be
substantially limited, and the timing of the usage of the tax
attributes could be substantially delayed, which could
significantly impair the value of these assets. The tax benefit
preservation plan is intended to act as a deterrent to any person
or group acquiring 4.99% or more of Interstate's outstanding common
stock (an "Acquiring Person") without the approval of the board of
directors. Stockholders who already own 4.99% or more of the
outstanding common stock will not trigger the plan so long as they
do not acquire additional shares of common stock aggregating more
than 0.1% of the outstanding common shares. The board may, in its
sole discretion, exempt any person or group from being deemed an
Acquiring Person for purposes of the plan. The plan is similar to
tax benefit preservation plans adopted by many other public
companies with significant tax attributes. As part of the plan, the
Interstate Hotels & Resorts board of directors declared a
dividend of one preferred share purchase right for each outstanding
share of its common stock. The preferred share purchase rights will
only be exercisable if a distribution under the plan is triggered
by an "ownership change," as defined by the Internal Revenue Code.
Any rights held by an Acquiring Person are void and may not be
exercised. Additional information regarding the tax benefit
preservation plan will be filed by Interstate in a Current Report
on Form 8-K with the Securities and Exchange Commission. Interstate
Hotels & Resorts, Inc. has ownership interests in 56 hotels and
resorts, including seven wholly owned assets. Including those
properties, the company and its affiliates manage a total of 223
hospitality properties with more than 45,500 rooms in 37 states,
the District of Columbia, Russia, India, Mexico, Belgium, Canada
and Ireland. Interstate Hotels & Resorts also has contracts to
manage 13 to be built hospitality properties with approximately
3,000 rooms. For more information about Interstate Hotels &
Resorts, visit the company's Web site: http://www.ihrco.com/. This
press release contains "forward-looking statements," within the
meaning of the Private Securities Litigation Reform Act of 1995,
about Interstate Hotels & Resorts, including those statements
regarding future operating results and the timing and composition
of revenues, among others, and statements containing words such as
"expects," "believes" or "will," which indicate that those
statements are forward-looking. There can be no assurance that the
plan will achieve its intended result or that tax attributes will
be available to the company in the future. Except for historical
information, the matters discussed in this press release are
forward-looking statements that are subject to certain risks and
uncertainties that could cause the actual results to differ
materially, including the volatility of the national economy,
economic conditions generally and the hotel and real estate markets
specifically, the war in Iraq, international and geopolitical
difficulties or health concerns, governmental actions, legislative
and regulatory changes, availability of debt and equity capital,
interest rates, competition, weather conditions or natural
disasters, supply and demand for lodging facilities in our current
and proposed market areas, and the company's ability to manage
integration and growth. Additional risks are discussed in
Interstate Hotels & Resorts' filings with the Securities and
Exchange Commission, including Interstate Hotels & Resorts'
annual report on Form 10-K for the year ended December 31, 2008.
Contact: Carrie McIntyre SVP, Treasurer (703) 387-3320 DATASOURCE:
Interstate Hotels & Resorts CONTACT: Carrie McIntyre, SVP,
Treasurer, of Interstate Hotels & Resorts, Inc., +1-703-
387-3320 Web Site: http://www.ihrco.com/
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