Issuer Free Writing Prospectus
Filed Pursuant to Rule 433
Registration Statement No. 333-162750
September 15, 2010
ASHFORD HOSPITALITY TRUST, INC.
8.45% SERIES D CUMULATIVE PREFERRED STOCK
(LIQUIDATION PREFERENCE $25.00 PER SHARE)
Final Term Sheet
Dated September 15, 2010
Issuer: Ashford Hospitality Trust, Inc.
Security: 8.45% Series D Cumulative Preferred Stock
Offering Size: 3,300,000 shares
Aggregate number of shares of 8.45% Series D Cumulative Preferred Stock to be outstanding after the
offering: 8,966,797 shares
The shares offered are a part of the series of 8.45% Series D Cumulative Preferred Stock of the
Issuer, of which 8,000,000 shares had been previously issued and sold by the Issuer on July 11,
2007 and 5,666,797 remained outstanding on the date hereof.
Type of security: SEC RegisteredRegistration Statement No. 333-162750; preliminary prospectus
supplement dated September 14, 2010
Public
offering price: $23.178 per share (including accrued dividends from July 15, 2010); $76,487,400 total
Underwriting
discounts and commissions: $0.730 per share; $2,409,353 total
Proceeds
to the Company, before expenses: $22.448 per share; $74,078,047 total
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Joint Bookrunners:
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UBS Securities LLC
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1,155,000 shares |
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Citigroup Global Markets Inc.
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1,155,000 shares |
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Co-Managers:
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Barclays Capital Inc.
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330,000 shares |
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Deutsche Bank Securities Inc.
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330,000 shares |
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FBR Capital Markets & Co.
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330,000 shares |
Maturity: Perpetual
Dividend rate: 8.45% per annum of the liquidation preference per share; $2.1125 per annum per
share, cumulative from July 15, 2010 (subject to the dividend rate increase to 9.45% per annum as
described in the prospectus supplement)
Liquidation Preference: $25.00 per share
Optional redemption: On or after July 18, 2012, the Issuer may redeem the shares at its option
(which right is in addition to the special optional redemption right described in the prospectus
supplement)
Trade Date: September 15, 2010
Settlement and delivery date: September 22, 2010
CUSIP: 044103406
Selling concession: Not to exceed $0.5 per share
Reallowance to other dealers: Not to exceed $0.45 per share
The issuer has filed a registration statement (including a prospectus dated January 25, 2010 and a
preliminary prospectus supplement dated September 14, 2010) with the SEC for the offering to which
this communication relates. Before you invest, you should read the prospectus in that registration
statement and the preliminary prospectus supplement 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 SECs 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 and related prospectus supplement if you request it from UBS Securities LLC by
calling toll-free 877-827-6444 (ext. 561-3884), or Citigroup Global Markets Inc. by calling
toll-free 877-858-5407.