Affiliates of KSL Advisors, LLC entered into definitive merger agreement to acquire Hersha Hospitality Trust (NYSE:HT) from shareholders for approximately $1.4 billion on August 27, 2023. Affiliates of KSL will acquire all of the outstanding common shares of Hersha for $10.00 per share in an all-cash transaction valued at approximately $1.4 billion. The purchase price represents a premium of approximately 60% over Hersha?s closing share price on August 25, 2023, the last full trading day prior to this announcement. Under the terms of the merger agreement, which has been unanimously recommended by the independent Transaction Committee of Hersha?s Board of Trustees and unanimously approved by Hersha?s full Board of Trustees, Hersha shareholders will receive $10.00 in cash for each common share they own, and holders of Hersha?s 6.875% Series C Cumulative Redeemable Preferred Shares, 6.50% Series D Cumulative Redeemable Preferred Shares and 6.50% Series E Cumulative Redeemable Preferred Shares will receive $25.00 in cash, plus any accrued and unpaid dividends to which they are entitled, for each preferred share they own. Additionally, Wells Fargo and Citigroup provided a debt financing commitment to KSL in connection with the transaction. In addition, in certain specified circumstances further described in the Merger Agreement, in connection with the termination of the Merger Agreement, Parent will be required to pay the Company a termination fee of $67.5 million. In certain specified circumstances further described in the Merger Agreement, in connection with the termination of the Merger Agreement, the Company will be required to pay Parent a termination fee of $30.0 million.

The transaction is expected to close in the fourth quarter of 2023, subject to customary closing conditions, including approval by the holders of a majority of Hersha?s outstanding common shares as set forth in the merger agreement. Certain members of Hersha?s executive management team and certain of their affiliated trusts have signed separate voting agreements under which they agreed to vote certain Hersha shares controlled by each of them in support of the proposed transaction. Subject to and upon completion of the transaction, Hersha?s common shares and preferred shares will no longer be listed on any public securities exchange. On November 8, 2023, the shareholder of Hersha Hospitality Trust approved the transaction.

Goldman Sachs & Co. LLC is serving as exclusive financial advisor and Latham and Watkins LLP and Venable LLP are serving as legal advisors to the Transaction Committee of Hersha's Board of Trustees. James Davidson, Kate Saltz, Kendal Sibley, Anna Page, Kimberly MacLeod and Hillary Patterson of Hunton Andrews Kurth LLP is serving as legal advisor to Hersha. Wells Fargo and Citigroup are serving as financial advisors and Krista Miniutti, Frederick W.P. De Albuquerque, Gregory B. Klein, Danielle C. Jackson, Benjamin Rippeon, Nancy L. Mehlman, Thomas A. Wuchenich, Gregory T. Grogan, Peter Guryan, Malcolm J. (Mick) Tuesley, Lori E. Lesser, William B. Brentani, Christopher Brown and Toby Chun of Simpson Thacher & Bartlett LLP and Miles and Stockbridge P.C. are serving as legal advisors to KSL. Goldman, Sachs & Co. LLC provided fairness opinion to the company's transaction committee. Hersha Hospitality will pay Goldman, Sachs a fee of $14.3 million for its services. Equiniti Trust Company, LLC is the transfer agent for shares of Hersha Hospitality. Hersha Hospitality retained the services of Okapi Partners to assist with the solicitation of proxies in connection with the special meeting, and it will pay $15,000 for these services.

Affiliates of KSL Advisors, LLC completed the acquisition of Hersha Hospitality Trust (NYSE:HT) from shareholders on November 28, 2023.