Terms

Series

8.45% Series D Cumulative Preferred Stock

Liquidation Preference

$25.00

Coupon Rate

8.45%

Rate Type

Fixed

Annual Dividend

$2.11

Payment Frequency

Quarterly

Cumulative

Yes

Perpetual

Yes

Convertible

No

Callable

Yes

First Call Date

July 18, 2012

First Call Price

$25.00

Redemption Notice Period

30 days

Capital Stack Ranking

Junior To: All Existing And Future Indebtedness, Any Future Senior Equity Securities; Pari Passu With: Series A Cumulative Preferred Stock, Series B-1 Cumulative Convertible Redeemable Preferred Stock, Series C Cumulative Redeemable Preferred Stock, Any Future Parity Preferred Securities; Senior To: Common Stock, Any Future Junior Equity Securities

Regulatory (Basel III) Call

No

Tax Classification

Reit Passthrough

Qualifies for QDI

No

Qualifies for DRD

No

Shares Offered

8,000,000

Prospectus Summary

Ashford Hospitality Trust, Inc. — a Maryland REIT focused on upscale and upper-upscale hotel investments — is offering 8,000,000 shares of its 8.45% Series D Cumulative Preferred Stock at a $25.00 liquidation preference, generating an annual dividend of $2.1125 per share ($0.528125 quarterly), payable on January 15, April 15, July 15, and October 15, commencing October 15, 2007. The shares are not callable before July 18, 2012, after which the issuer may redeem at $25.00 plus accrued dividends. Importantly, dividends are cumulative — any missed payments accrue and must be paid in full before any dividends can flow to common or other junior stockholders, providing meaningful downside protection relative to non-cumulative structures. The Series D Preferred ranks senior to Ashford's common stock and any future junior equity, pari passu with its outstanding Series A, Series B-1, and Series C preferred series, and junior to all existing and future debt obligations of the company. Because Ashford is a REIT holding company that contributes preferred proceeds to its operating partnership, holders face structural subordination to all debt at both the corporate and operating-partnership levels — including over $2.9 billion of mortgage and revolving-credit indebtedness. There is no regulatory (Tier 1) capital call provision, as Ashford is not a bank; however, a 'special optional redemption' allows the company to call the shares in whole (but not in part) within 90 days if the shares are delisted and reporting obligations under the Exchange Act cease simultaneously. At the $25.00 offering price, the effective yield is 8.45% per annum. As a REIT, Ashford's dividends are generally taxed as ordinary income and do not qualify for the 15%/20% qualified dividend income (QDI) rate available on corporate dividends, nor for the dividends-received deduction for corporate holders. Record dates fall on the last day of March, June, September, and December preceding each quarterly payment. The dividend stopper is robust: if any cumulative dividends are in arrears, the company cannot pay dividends on common stock or repurchase junior securities (with a narrow carve-out to maintain REIT status). Additionally, lender covenants on existing credit facilities could independently restrict dividend payments.

Summarized from the SEC prospectus filing.

Distribution History

Ranking vs. Other Preferreds

Dividend Stopper Provisions

Dividend Stopper Description

If full cumulative dividends on the Series D Preferred Stock have not been paid for all past periods, the issuer is blocked from paying dividends on or repurchasing common stock and other junior securities (with limited REIT-qualification exceptions).

Other Preferreds from Ashford Hospitality Trust Inc

Div Score Breakdown

Reinvesty's multi-factor safety analysis for this preferred, composite score: 32 (Weak)