- Free Writing Prospectus - Filing under Securities Act Rules 163/433 (FWP)
October 12 2011 - 10:26AM
Edgar (US Regulatory)
Issuer Free Writing Prospectus
Filed Pursuant to Rule 433
Registration No. 333-162750
October 12, 2011
Ashford Hospitality Trust, Inc.
9.000% Series E Cumulative Preferred Stock
(Liquidation Preference $25 per share)
Pricing Term Sheet
October 12, 2011
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Issuer:
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Ashford Hospitality Trust, Inc.
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Security:
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9.000% Series E Cumulative Preferred Stock
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Size:
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1,280,000 shares 1,472,000 shares if the underwriters option to purchase
additional shares is fully exercised)
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Maturity Date:
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Perpetual (unless redeemed by the Issuer on or after April 18, 2016 or
pursuant to its special optional redemption right, or converted by a
holder in connection with certain changes of control)
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Trade Date:
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October 12, 2011
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Expected Settlement and
Delivery Date:
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October 17, 2011 (T+3)
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Liquidation Preference:
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$25 per share plus accrued and unpaid dividends
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Dividend:
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9.000% per annum (or $2.25 per share)
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Dividend Payment Dates:
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January 15, April 15, July 15 and October 15, beginning January 17, 2011
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Yield (including accrued
dividend):
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9.59%
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Yield (excluding accrued
dividend):
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9.62%
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Public Offering Price:
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$23.47 per share; $30,041,600 total (not including the underwriters option to
purchase additional shares)
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Underwriting Discounts and
Commissions:
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$0.74 per share; $947,200 total (not including the underwriters option to
purchase additional shares)
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Conversion Rights:
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Upon the occurrence of a Change of Control, holders of the Series E
Preferred Stock will have the right (unless the Issuer exercises any of
its redemption rights relating to the Series E Preferred Stock) to
convert some or all of the Series E Preferred Stock into a number of
shares of the Issuers common stock per share of Series E Preferred
Stock to be converted equal to the lesser of:
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(1) the quotient obtained by dividing (i) the sum of the $25.00
liquidation preference plus the amount of any accrued and unpaid
dividends to, but not including, the Change of Control Conversion Date
(unless the Change of Control Conversion Date is after a record date
for a Series E Preferred Stock
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dividend payment and prior to the
corresponding Series E Preferred Stock dividend payment date, in which
case no additional amount for such accrued and unpaid dividend will be
included in this sum) by (ii) the Common Stock Price; and
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(2) 9.0909 (the Share Cap), subject to certain adjustments;
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subject, in each case, to provisions for the receipt of alternative
consideration as described in the preliminary prospectus supplement.
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The Share Cap is subject to pro rata adjustments for any share splits
(including those effected pursuant to a distribution of the Issuers
common stock), subdivisions or combinations (in each case, a Share
Split) with respect to the Issuers common stock as described in the
preliminary prospectus supplement.
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The Change of Control Conversion Date is the date the Series E
Preferred Stock is to be converted, which will be a business day that
is no fewer than 20 days nor more than 35 days after the date on which
the Issuer provides the notice described above to the holders of Series
E Preferred Stock.
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The Common Stock Price will be: (i) the amount of cash consideration
per share of common stock, if the consideration to be received in the
Change of Control by the holders of the Issuers common stock is solely
cash; or (ii) the average of the closing prices for the Issuers common
stock on the NYSE for the ten consecutive trading days immediately
preceding, but not including, the effective date of the Change of
Control, if the consideration to be received in the Change of Control
by the holders of the Issuers common stock is other than solely cash.
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Change of Control:
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A Change of Control will be deemed to have occurred at such time
after the original issuance of the Series E Preferred Stock when the
following has occurred:
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(1) the acquisition by any person, including any syndicate or group
deemed to be a person under Section 13(d)(3) of the Securities
Exchange Act of 1934, as amended, of beneficial ownership, directly or
indirectly, through a purchase, merger or other acquisition transaction
or series of purchases, mergers or other acquisition transactions of
shares of the Issuers stock entitling that person to exercise 50% or
more of the total voting power of all shares of the Issuers stock
entitled to vote generally in elections of directors (except that such
person will be deemed to have beneficial ownership of all securities
that such person has the right to acquire, whether such right is
currently exercisable or is exercisable only upon the occurrence of a
subsequent condition); and
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(2) following the closing of any transaction referred to in clause (1)
above, neither the Issuer nor the acquiring entity has a class of
common securities listed on the New York Stock Exchange (NYSE), the
NYSE Amex Equities (NYSE Amex), or the NASDAQ Stock Market
(NASDAQ), or listed on an exchange that is a successor to the NYSE,
NYSE Amex or NASDAQ.
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Optional Redemption:
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On and after April 18, 2016, redeemable in whole or in part at a
redemption price equal to $25 per share plus any accrued and unpaid
dividends
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Special Optional Redemption:
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Upon the occurrence of a change of control, in addition to the Issuers
right to
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redeem some or all of the shares of Series E Preferred Stock
upon the exercise by a holder of its change of control conversion
right, the Issuer may, at its option, redeem the Series E Preferred
Stock, in whole or in part within 120 days after the first date on
which such change of control occurred, by paying $25.00 per share, plus
any accrued and unpaid dividends to, but not including, the date of
redemption.
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Use of Proceeds:
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The Issuer expects that the net proceeds from the sale of the Series E
Preferred Stock offered hereby (after deducting the underwriting
discounts and commissions and estimated offering expenses) will be
approximately $28.8 million (approximately $33.2 million if the underwriters exercise
their over-allotment option). The Issuer intends to use the net
proceeds for general corporate purposes, including, without limitation,
repayment of debt or other maturing obligations, financing future hotel
related investments, capital expenditures and working capital. The
Issuer may also use the proceeds for repurchasing shares of its common
stock under the repurchase program.
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Joint Book-Running Managers:
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Stifel, Nicolaus & Company, Incorporated and Robert W. Baird & Co.
Incorporated
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Joint Lead Managers:
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BB&T Capital Markets, a division of Scott & Stringfellow, LLC, and
Janney Montgomery Scott LLC
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Co-Managers:
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D.A. Davidson & Co., KeyBanc Capital Markets Inc. and Wunderlich
Securities, Inc.
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Listing:
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The Issuers Series E Preferred Stock currently trades on the NYSE
under the symbol AHTPrE. The Issuer will apply to list the shares of
Series E Preferred Stock sold in this offering on the NYSE under the
same symbol.
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CUSIP/ISIN:
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044103 505 / US0441035054
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The Issuer has filed a registration statement (including a prospectus) with the SEC for the
offering to which this communication relates. Before you invest, you should read the prospectus in
that registration statement and other documents the Issuer has filed with the SEC for more complete
information about the Issuer and this offering.
You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov.
Alternatively, the Issuer, any underwriter or any dealer participating in the offering will arrange
to send you the prospectus if you request it by calling Stifel, Nicolaus & Company, Incorporated
at 1-443-224-1433 or, Robert W. Baird & Co. Incorporated toll
free at 1-800-792-2413.
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