Terms

Series

7.375% Series G Cumulative Preferred Stock

Liquidation Preference

$25.00

Coupon Rate

7.375%

Rate Type

Fixed

Annual Dividend

$1.84

Payment Frequency

Quarterly

Cumulative

Yes

Perpetual

Yes

Convertible

Yes

Callable

Yes

First Call Date

October 18, 2021

First Call Price

$25.00

Redemption Notice Period

30 days

Capital Stack Ranking

Junior To: All Existing And Future Indebtedness, Future Senior Equity Securities; Pari Passu With: Series A Preferred Stock (8.55%), Series D Preferred Stock (8.45%), Series F Preferred Stock (7.375%), Future Parity Preferred Securities; Senior To: Common Stock, Future Junior Equity Securities

Regulatory (Basel III) Call

No

Tax Classification

Reit Passthrough

Qualifies for QDI

No

Qualifies for DRD

No

Shares Offered

6,000,000

Prospectus Summary

Ashford Hospitality Trust, Inc. is offering 6,000,000 shares of its 7.375% Series G Cumulative Preferred Stock with a $25.00 liquidation preference per share, priced at par for gross proceeds of $150 million. The fixed annual dividend is $1.84375 per share (7.375% of $25 par), paid quarterly on the 15th of January, April, July, and October, with an optional redemption right beginning October 18, 2021 at $25.00 per share. This is cumulative preferred stock, meaning that any unpaid dividends accrue and must be paid in full before the company can resume distributions on common or junior securities. The Series G Preferred Stock sits above Ashford Hospitality Trust's common stock and all future junior equity in the capital stack, and is pari passu with the outstanding Series A (8.55%), Series D (8.45%), and Series F (7.375%) Cumulative Preferred Stock. It is expressly junior to all existing and future indebtedness of the company. As a holding company REIT, Ashford Hospitality Trust itself does not directly operate hotels — operating cash flows flow up through the operating partnership and subsidiary entities, creating structural subordination risk for preferred holders relative to creditors at the subsidiary level. There is no regulatory capital call provision, as this is a non-bank REIT issuer. At the $25.00 offering price, the preferred yields 7.375% annually. Dividends are paid quarterly (January 15, April 15, July 15, October 15) to holders of record on the last day of the preceding March, June, September, and December. Because Ashford Hospitality Trust is a REIT, dividends are generally not eligible for the preferential qualified dividend income (QDI) rate for individual investors or the dividends-received deduction (DRD) for corporate holders, and may include ordinary income, capital gain, or return-of-capital components as determined each tax year. The dividend stopper provision blocks all common and junior equity distributions whenever full cumulative preferred dividends are in arrears, with a carve-out permitting distributions necessary to maintain REIT qualification.

Summarized from the SEC prospectus filing.

Distribution History

Conversion Terms

Ranking vs. Other Preferreds

Dividend Stopper Provisions

Dividend Stopper Description

If the issuer has not paid full cumulative dividends on the Series G Preferred Stock for all past periods, it may not pay dividends on or repurchase its common stock or other junior securities, with an exception permitting actions necessary to maintain REIT qualification.

Other Preferreds from Ashford Hospitality Trust Inc

Div Score Breakdown

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