Innkeepers USA Trustees Sell 1.5 mil Shares
PALM BEACH, FL, June 7, 2006. Innkeepers USA Trust today announced that two of its board members, Rolf E. Ruhfus and Jack P. DeBoer, and members of Mr. DeBoer's family, have sold a total of approximately 1.5 million Innkeepers common shares. Messrs. DeBoer and Ruhfus advised the company that a substantial portion of the net proceeds will be used to cover deferred tax obligations relating to their investment in the company.
In November 1996, affiliates of Messrs. DeBoer and Ruhfus contributed to Innkeepers' operating partnership seven Residence Inn by Marriott hotels and received in partial consideration Class B preferred partnership units. The transaction was designed to allow Messrs. DeBoer and Ruhfus and the other contributors to defer a portion of the tax liability that otherwise would have arisen upon the transfer of the hotels to Innkeepers. Each Class B preferred unit is entitled to a preferred annual distribution and is redeemable for cash equal to the then-current value of an Innkeepers common share, or at Innkeepers' option, one common share. The approximately 1.5 million shares sold represent shares received upon redemption of Class B preferred units. Under the terms of the contribution agreements, Innkeepers also agreed to indemnify the contributors for certain tax obligations for a specified period. The company's indemnification obligation ends November 1, 2006.
"The contribution of the hotels to Innkeepers in exchange for interests in Innkeepers' operating partnership and the tax indemnification offered us and our partners a number of advantages, including the deferral of the payment of taxes," DeBoer said. "The only reason we are selling shares at this time is that the indemnity period is coming to an end. Rolf and I currently intend to continue serving on Innkeepers' board of trustees and look forward to being actively involved in the affairs of the company."