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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Ashford Hospitality Trust Inc | NYSE:AHT | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 1.23 | 1.25 | 1.23 | 1.24 | 167,651 | 21:00:01 |
|
Maryland
(State or other jurisdiction of incorporation or organization) |
| |
86-1062192
(I.R.S. Employer Identification Number) |
|
|
14185 Dallas Parkway, Suite 1200
Dallas, Texas 75254 (972) 490-9600 (Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices) |
| |
Alex Rose
14185 Dallas Parkway, Suite 1200 Dallas, Texas 75254 (972) 490-9600 (Name, address, including zip code, and telephone number, including area code, of agent for service) |
|
| Large Accelerated filer ☒ | | | Accelerated filer ☐ | | | Non-accelerated filer ☐ | | |
Smaller reporting company ☐
Emerging growth company ☐
|
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Maximum Offering
|
| |||||||||
| | |
Amount
|
| |
Percent
|
| ||||||
Gross offering proceeds
|
| | | $ | 500,000,000 | | | | | | 100.0% | | |
Offering expenses: | | | | | | | | | | | | | |
Selling commission(1)
|
| | | $ | 35,000,000 | | | | | | 7.0% | | |
Dealer manager fee(1)
|
| | | $ | 15,000,000 | | | | | | 3.0% | | |
Other offering expenses(2)
|
| | | $ | 7,500,000 | | | | | | 1.5% | | |
Estimated net process
|
| | | $ | 442,500,000 | | | | | | 88.5% | | |
| | |
Maximum Offering
|
| |||||||||
| | |
Amount
|
| |
Percent
|
| ||||||
Gross offering proceeds
|
| | | $ | 500,000,000 | | | | | | 100.0% | | |
Offering expenses: | | | | | | | | | | | | | |
Selling commission(1)
|
| | | $ | — | | | | | | —% | | |
Dealer manager fee(1)
|
| | | $ | 15,000,000 | | | | | | 3.0% | | |
Other offering expenses(2)
|
| | | $ | 7,500,000 | | | | | | 1.5% | | |
Estimated net process
|
| | | $ | 477,500,000 | | | | | | 95.5% | | |
| | |
Maximum Offering
|
| |||||||||
| | |
Amount
|
| |
Percent
|
| ||||||
Gross offering proceeds
|
| | | $ | 500,000,000 | | | | | | 100.0% | | |
Offering expenses: | | | | | | | | | | | | | |
Selling commission(1)
|
| | | $ | 28,000,000 | | | | | | 5.6% | | |
Dealer manager fee(1)
|
| | | $ | 15,000,000 | | | | | | 3.0% | | |
Other offering expenses(2)
|
| | | $ | 7,500,000 | | | | | | 1.5% | | |
Estimated net process
|
| | | $ | 449,500,000 | | | | | | 89.9% | | |
|
Selling Commission as a Percentage of
Gross Offering Proceeds |
| |
Public Offering Price Per Share of
Series J Preferred Stock |
| |||
|
7.00%
|
| | | $ | 25.00 | | |
|
6.50%
|
| | | $ | 24.88 | | |
|
6.00%
|
| | | $ | 24.75 | | |
|
5.50%
|
| | | $ | 24.63 | | |
|
5.00%
|
| | | $ | 24.50 | | |
|
4.50%
|
| | | $ | 24.38 | | |
|
4.00%
|
| | | $ | 24.25 | | |
|
3.50%
|
| | | $ | 24.13 | | |
|
3.00%
|
| | | $ | 24.00 | | |
|
2.50%
|
| | | $ | 23.88 | | |
|
2.00%
|
| | | $ | 23.75 | | |
|
1.50%
|
| | | $ | 23.63 | | |
|
1.00%
|
| | | $ | 23.50 | | |
|
0.50%
|
| | | $ | 23.38 | | |
|
0.00%
|
| | | $ | 23.25 | | |
|
Dealer Manager Fee as a Percentage of
Gross Offering Proceeds |
| |
Reduction to Public Offering Price Per
Share of Series J Preferred Stock |
| |||
|
3.00%
|
| | | $ | 0.00 | | |
|
2.50%
|
| | | $ | 0.12 | | |
|
2.00%
|
| | | $ | 0.25 | | |
|
1.50%
|
| | | $ | 0.37 | | |
|
1.00%
|
| | | $ | 0.50 | | |
|
0.50%
|
| | | $ | 0.62 | | |
|
0.00%
|
| | | $ | 0.75 | | |
|
Dealer Manager Fee as a Percentage of
Gross Offering Proceeds |
| |
Public Offering Price Per Share of
Series K Preferred Stock |
| |||
|
3.00%
|
| | | $ | 25.00 | | |
|
2.50%
|
| | | $ | 24.88 | | |
|
2.00%
|
| | | $ | 24.75 | | |
|
1.50%
|
| | | $ | 24.63 | | |
|
1.00%
|
| | | $ | 24.50 | | |
|
0.50%
|
| | | $ | 24.38 | | |
|
0.00%
|
| | | $ | 24.25 | | |
|
Selling commissions (maximum)
|
| | | $ | 35,000,000 | | |
|
Dealer manager fee (maximum)
|
| | | $ | 15,000,000 | | |
| Total(1) | | | | $ | 50,000,000 | | |
|
SEC Registration Fee
|
| | | $ | 64,890 | | |
|
NYSE Fees
|
| | | | * | | |
|
Printing Expenses
|
| | | | * | | |
|
Legal Fees and Expenses
|
| | | | * | | |
|
Blue Sky Fees and Expenses
|
| | | | * | | |
|
Accounting Fees and Expenses
|
| | | | * | | |
|
Trustee’s Fees and Expenses
|
| | | | * | | |
|
Miscellaneous
|
| | | | * | | |
|
Total
|
| | | | * | | |
Exhibit
Number |
| |
Description of Exhibit
|
|
1.1 | | | Form of Dealer Manager Agreement(1) | |
1.2 | | | Form of Participating Broker-Dealer Agreement(1) | |
2.1 | | | Separation and Distribution Agreement, dated October 31, 2014, by and between Ashford Hospitality Trust, Inc., Ashford OP Limited Partner LLC, Ashford Hospitality Limited Partnership, Ashford Inc. and Ashford Hospitality Advisors LLC (incorporated by reference to Exhibit 2.1 to Form 8-K, filed on November 6, 2014, for the event dated October 31, 2014) (File No. 001-31775) | |
4.1 | | | Articles of Amendment and Restatement of the Charter of the Company, as amended by Amendment Number One to Articles of Amendment and Restatement (incorporated by reference to Exhibit 4.6 to Registration Statement on Form S-3 (No. 333-204235) filed May 15, 2015) | |
4.2 | | | | |
4.3 | | | | |
4.4 | | | | |
4.5 | | | | |
4.6 | | | |
Exhibit
Number |
| |
Description of Exhibit
|
|
4.7 | | | | |
4.8 | | | Articles Supplementary for Series I Cumulative Preferred Stock, accepted for record and certified by the Maryland State Department of Assessments and Taxation on November 14, 2017 (incorporated by reference to Exhibit 3.1 to the Registrant’s Form 8-K, filed on November 14, 2017) | |
4.9 | | | Articles Supplementary for the Series J Preferred Stock(1) | |
4.10
|
| | Articles Supplementary for the Series K Preferred Stock(1) | |
4.11
|
| | Second Amended and Restated Bylaws, as amended by Amendment No. 1 on October 26, 2014 and by Amendment No. 2 on October 19, 2015 (incorporated by reference to Exhibit 3.1 to the Registrant’s Form 8-K, filed on October 22, 2015) | |
4.12
|
| | | |
4.13
|
| | Form of Subscription Agreement(1) | |
5.1 | | | Opinion of Hogan Lovells US LLP with respect to the legality of the shares being registered(1) | |
8.1 | | | Opinion of O’Melveny & Myers LLP with respect to tax matters(1) | |
23.2 | | | Consent of Hogan Lovells US LLP (included in Exhibit 5.1)(1) | |
23.3 | | | Consent of O’Melveny & Myers LLP (included in Exhibit 8.1)(1) | |
23.4 | | | | |
24.1 | | | | |
107
|
| | |
|
Name
|
| |
Title
|
| |
Date
|
|
|
/s/ J. Robison Hays, III
J. Robison Hays, III
|
| | Chief Executive Officer and President; Director (Principal Executive Officer) | | |
March 4, 2022
|
|
|
/s/ Alex Rose
Alex Rose
|
| | Executive Vice President, General Counsel and Secretary | | |
March 4, 2022
|
|
|
/s/ Deric S. Eubanks
Deric S. Eubanks
|
| | Chief Financial Officer and Treasurer (Principal Financial Officer) | | |
March 4, 2022
|
|
|
/s/ Jeremy J. Welter
Jeremy J. Welter
|
| | Chief Operating Officer | | |
March 4, 2022
|
|
|
/s/ Mark L. Nunneley
Mark L. Nunneley
|
| | Chief Accounting Officer (Principal Accounting Officer) | | |
March 4, 2022
|
|
|
/s/ Monty J. Bennett
Monty J. Bennett
|
| | Director and Chairman of the Board | | |
March 4, 2022
|
|
|
Name
|
| |
Title
|
| |
Date
|
|
|
/s/ Benjamin J. Ansell, MD
Benjamin J. Ansell, MD
|
| | Director | | |
March 4, 2022
|
|
|
/s/ Amish V. Gupta
Amish V. Gupta
|
| | Lead Director | | |
March 4, 2022
|
|
|
/s/ Kamal Jafarnia
Kamal Jafarnia
|
| | Director | | |
March 4, 2022
|
|
|
/s/ Frederick J. Kleisner
Frederick J. Kleisner
|
| | Director | | |
March 4, 2022
|
|
|
/s/ Sheri L. Pantermuehl
Sheri L. Pantermuehl
|
| | Director | | |
March 4, 2022
|
|
|
/s/ Alan L. Tallis
Alan L. Tallis
|
| | Director | | |
March 4, 2022
|
|
1 Year Ashford Hospitality Chart |
1 Month Ashford Hospitality Chart |
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