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Re: Termination of Reinvestment Plan and Suspension of Redemption Plan

Termination Agreement

Re: Termination of Reinvestment Plan and Suspension of Redemption Plan | Document Parties: CNL HOTELS & RESORTS, INC. You are currently viewing:
This Termination Agreement involves

CNL HOTELS & RESORTS, INC.

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Title: Re: Termination of Reinvestment Plan and Suspension of Redemption Plan
Date: 2/27/2007

Re: Termination of Reinvestment Plan and Suspension of Redemption Plan, Parties: cnl hotels & resorts  inc.
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Exhibit 99.1

[Letterhead of CNL Hotels & Resorts, Inc.]

March 1, 2007

Re: Termination of Reinvestment Plan and Suspension of Redemption Plan

To: CNL Hotels & Resorts, Inc. Stockholders

We recently disclosed in filings with the Securities and Exchange Commission that CNL Hotels & Resorts, Inc. (the “Company”) has entered into a definitive agreement and plan of merger, dated January 18, 2007, as amended as of February 21, 2007 (the “Merger Agreement”), to sell certain assets and to subsequently be acquired by an affiliate of Morgan Stanley Real Estate Fund V, U.S., L.P. (the “Merger”). If the Merger and the transactions contemplated by the Merger Agreement are completed, our stockholders would be entitled to receive a total amount in cash equal to $20.50 per share, without interest and less any applicable withholding tax. 1

The Merger Agreement provides that we shall promptly suspend or terminate, in accordance with their respective terms, and shall not reinstate, our Amended and Restated Reinvestment Plan (the “Reinvestment Plan”) and our Amended and Restated Redemption Plan (the “Redemption Plan”). Accordingly, our board of directors has determined that it is in the best interest of the Company to (i) terminate the Reinvestment Plan effective as of March 31, 2007 and (ii) suspend the Redemption Plan effective as of March 31, 2007. As a result, as of the respective effective dates, any distributions to our stockholders will not be reinvested in shares of our common stock pursuant to the Reinvestment Plan and no shares of our common stock will be redeemed by the Company pursuant to the Redemption Plan for the first quarter of 2007 or in any quarter thereafter while the Merger Agreement remains in effect.

If you have any questions, please call the Client Services department at (866) 650-0650.

Thank you for the opportunity to be the stewards of your investment.

Sincerely,

Thomas J. Hutchison III
Chief Executive Officer

cc: Financial Advisor

 

1 The transactions contemplated by the Merger Agreement are subject to customary closing conditions, including approval of the Company’s stockholders. Although the transactions contemplated by the Merger Agreement are expected to close in the second quarter of 2007, there can be no assurance that the closing conditions of the Merger Agreement and other agreements will be satisfied or that the transactions will be consummated, or consummated on the terms in the Merger Agreement. Additional information concerning the transactions contemplated by the Merger Agreement is available on our web site at http://www.cnlhotels.com or at the SEC’s web site, www.sec.gov.

 


 

Cautionary Statements

In connection with the proposed transactions contemplated by the Merger Agreement (the “Sale Transaction”), the Company filed with the Securities and Exchange Commission (the “SEC�


 
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