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Paul Hastings Represents Strategic Hotels & Resorts, Inc. in Novel Tender Offers Involving a Deferred, Contingent Dividend

December 22, 2011



New York, NY
(December 22, 2011) - Paul Hastings LLP, a leading global law firm, announced today that the firm represented Strategic Hotels & Resorts, Inc. (Strategic), a real estate investment trust which owns and provides value-enhancing asset management of high-end hotels and resorts, in connection with its successful tender offers (the Offers) for specified amounts of each of its three series preferred shares (the Preferred Shares).

Prior to the Offers, Strategic had not paid dividends on the Preferred Shares for eleven quarters. Working with Maryland local counsel, we were are able to design a tender offer that exploited a loophole in the company's charter, which contained the standard restriction prohibiting repurchases while there were dividend arrearages, said Michael L. Zuppone, chair of Paul Hastings securities and capital markets practice group.

Strategic declared dividends with respect to all unpaid dividends through December 31, 2011 and set apart for payment a sum sufficient to pay those unpaid dividends. However, payment was expressly deferred until June 29, 2012 and contingent on the satisfaction of all conditions to the Offers, including the condition that a minimum number of Preferred Shares be tendered in the Offers. Hence the moniker, "deferred, contingent dividend."

All of the conditions to the Offers were satisfied, and Strategic will purchase approximately $86.1 million in value of its Preferred Shares.

Securities & Capital Markets partner Michael L. Zuppone and of counsel Keith D. Pisani led the Paul Hastings team, which also included associates Margaret Tong, Michelle Yang and Melissa B. Fishkin.

Paul Hastings LLP is a leading global law firm with offices in Asia, Europe, and the United States. We provide innovative legal solutions to financial institutions and Fortune 500 companies. Please visit www.paulhastings.com for more information.