ORLANDO, Fla. — CNL Hotel & Resorts Inc., the nation's second-largest hotel real estate investment trust, said yesterday it has agreed to a takeover offer from Morgan Stanley Real Estate valued at about $3.13 billion.

Morgan Stanley will receive a portfolio of eight luxury properties, including the Grand Wailea Resort Hotel & Spa in Hawai'i, and the Ritz-Carlton Orlando and the Doral Golf Resort & Spa in Florida.

"This acquisition is a unique opportunity to acquire eight top-quality resort properties diversified across key U.S. travel destinations," said Michael Franco, managing director at Morgan Stanley Real Estate. "We believe that these types of luxury hotels are extremely hard to replicate and will exhibit excellent future growth from increased corporate group travel and leisure travelers seeking a one-of-a-kind experience."

CNL announced yesterday it will also sell 51 of its properties to Ashford Hospitality Trust for proceeds of about $2.4 billion immediately before closing the deal with Morgan Stanley Real Estate.

Orlando-based CNL said Morgan Stanley will pay $20.50 per CNL share in cash. Including assumed debt, the total transaction is valued at $6.6 billion.

The Morgan Stanley acquisition is expected to close in the second quarter, subject to the approval of CNL's shareholders and other customary closing conditions. The deal was unanimously approved by the boards of CNL, Morgan Stanley Real Estate and Ashford Hospitality

"We believe our ability to acquire great real estate, particularly focused in the luxury and upper-upscale segments, along with our dedication to strong asset management, positioned the company for this opportunity to deliver value to our shareholders," said Thomas Hutchison III, CNL's chief executive.

CNL also agreed in December to sell off 32 properties to an affiliate of Whitehall Street Global Real Estate Limited Partnership 2005 for $405 million.

After the planned sale of some hotels to Whitehall, CNL would have about $6 billion in total assets, with 59 hotels and resorts across the United States.

Other properties acquired in the purchase by Morgan Stanley Real Estate include: the La Quinta Resort & Club in La Quinta, Calif.; the Claremont Resort & Spa in Berkeley, Calif.; and the Arizona Biltmore Resort & Spa and the JW Marriott Desert Ridge Resort & Spa, both in Phoenix.