-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, EPsQZgQus0Co5YqQKC2AfKwIm3+qFwvlbE/7DY/AINC37Gttgpom5mlycbw3LJia ri4ZPtMZVHKuzRUDR3oPSg== 0000950123-09-064394.txt : 20091119 0000950123-09-064394.hdr.sgml : 20091119 20091119172658 ACCESSION NUMBER: 0000950123-09-064394 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20091119 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20091119 DATE AS OF CHANGE: 20091119 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ASHFORD HOSPITALITY TRUST INC CENTRAL INDEX KEY: 0001232582 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 861062192 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-31775 FILM NUMBER: 091196621 BUSINESS ADDRESS: STREET 1: 14185 DALLAS PARKWAY SUITE 1100 CITY: DALLAS STATE: TX ZIP: 75254 BUSINESS PHONE: 9724909600 MAIL ADDRESS: STREET 1: 14185 DALLAS PARKWAY SUITE 1100 CITY: DALLAS STATE: TX ZIP: 75254 8-K 1 d70197e8vk.htm FORM 8-K e8vk
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (date of earliest event reported): November 19, 2009
(ASHFORD HOSIPITALITY TRUST LOGO)
(Exact name of registrant as specified in its charter)
         
Maryland   001-31775   86-1062192
 
(State or other
jurisdiction of
incorporation or
organization)
  (Commission
File Number)
  (IRS employer
identification number)
     
14185 Dallas Parkway, Suite 1100
Dallas, Texas
 
75254
     
(Address of principal executive offices)   (Zip code)
Registrant’s telephone number, including area code (972) 490-9600
Check the appropriated box if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o   Soliciting material pursuant to Rule 14-a-12 under the Exchange Act (17 CFR 240.14a-12)
o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 

 


 

ITEM 7.01   REGULATION FD DISCLOSURE
On November 11, 2009, Ashford Hospitality Trust, Inc. (the “Company”) issued a press release announcing the refinancing of its remaining 2010 debt maturity and significant progress on its 2011 maturities through transactions with Prudential Mortgage Capital Company and Wheelock Street Capital. In the press release, the Company also announced the completion of the sale of its Westin Westminster mezzanine loan that was defeased by the original borrower in 2007 as part of a refinancing. The press release is attached hereto as Exhibit 99.1.
ITEM 9.01   FINANCIAL STATEMENTS AND EXHIBITS
     (b) Exhibits
         
  99.1    
Press release on refinance and sale of note receivable.

 


 

SIGNATURE
Pursuant to the requirements of Section 12 of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: November 19, 2009
         
  ASHFORD HOSPITALITY TRUST, INC.
 
 
  By:   /s/ DAVID A. BROOKS    
    David A. Brooks   
    Chief Operating Officer and General Counsel   
 

 

EX-99.1 2 d70197exv99w1.htm EX-99.1 exv99w1
Exhibit 99.1
(ASHFORD HOSPITALITY TRUST LOGO LARGE)
         
Contact:
  David Kimichik   Tripp Sullivan
 
  Chief Financial Officer   Corporate Communications, Inc.
 
  (972) 490-9600   (615) 324-7318
ASHFORD HOSPITALITY REFINANCES TO EXTEND LOAN MATURITIES
AND SELLS NOTE TO IMPROVE LIQUIDITY
DALLAS — (November 19, 2009) — Ashford Hospitality Trust, Inc. (NYSE: AHT) today announced the refinancing of its remaining 2010 debt maturity and significant progress on the Company’s 2011 maturities through transactions with Prudential Mortgage Capital Company and Wheelock Street Capital. The $145.0 million non-recourse financing includes an A-Note from Prudential and a B-Note from Wheelock Street with a combined interest rate of 12.26% and a term of six years.
The loans are secured by the Embassy Suites Crystal City, Embassy Suites Orlando Airport, Embassy Suites Santa Clara, Embassy Suites Portland and the Hilton Costa Mesa. The proceeds pay off a $75.0 million loan maturing in 2010 and a $65.2 million loan maturing in 2011 that are secured by the five properties, and provide $4.0 million for capital improvements to be drawn over a 24-month period. The Hilton Auburn Hills and the Hilton Rye Town, which were included in the maturing loans, are now unencumbered. Hodges Ward Elliott represented the Company in the transaction.
During 2009, the Company has completed $265.3 million of loan financings and/or extensions. The combined net proceeds from the year to date financings exceeded the existing loan balances and closing costs. Ashford’s blended weighted average interest rate following the refinancing is 3.62%, assuming the offset to interest expense from the benefit of the interest rate swap. In terms of non-extendable loans coming due, the Company has no further 2009 maturities (except for the previously announced Hyatt Regency Dearborn loan maturity acceleration via foreclosure proceeding), no remaining 2010 maturities, and $229.0 million in 2011. The Company’s unrestricted cash balance as of the end of the third quarter was $197.9 million.
The Company also completed the sale of the Westin Westminster mezzanine loan that was defeased by the original borrower in 2007 as part of a refinancing. The total gross proceeds received by the Company amounted to $13.6 million before transaction costs. The loan had an outstanding balance of $11.0 million with a September 1, 2011 maturity. The Company negotiated for the release of the portfolio of government agency securities serving as the defeased loan collateral, and sold the actual securities via an auction. The Company obtained pricing in excess of the par amount due to the high pay coupon compared to current market rates.
-MORE-
     
14185 Dallas Parkway, Suite 1100, Dallas, TX 75254   Phone: (972) 490-9600

 


 

AHT Closes $145 Million in New Financings
Page 2
November 19, 2009
Commenting on the announcements, Monty Bennett, Chief Executive Officer, said, “We are pleased to be able to close this financing during this challenging period in the credit markets. Prudential and Wheelock Street demonstrated professionalism throughout this process. Our proactive capital allocation strategy continues to enhance our balance sheet and liquidity, thereby allowing us to focus on transactions that have the greatest value impact for our shareholders.”
Merrick Kleeman, a Managing Partner of Wheelock Street Capital, added, “Outstanding work by talented professionals at Ashford, Prudential and Wheelock made this transaction possible. This portfolio is geographically diversified and well-maintained, and has performed extraordinarily well during the recent downturn. The Ashford refinancing is an excellent first investment opportunity for our firm and we look forward to working constructively with many other owners to provide capital solutions as they refinance or recapitalize assets.”
* * * * *
Ashford Hospitality Trust is a self-administered real estate investment trust focused on investing in the hospitality industry across all segments and at all levels of the capital structure, including direct hotel investments, second mortgages, mezzanine loans and sale-leaseback transactions. Additional information can be found on the Company’s web site at www.ahtreit.com.
Wheelock Street Capital, L.L.C. is a real estate private equity firm founded in 2008 by Merrick R. Kleeman and Jonathan H. Paul. Wheelock Street pursues a highly focused, fundamentally-driven investment strategy. Backed by established institutional capital, the Company is currently pursuing acquisitions and recapitalizations of real estate and operating platforms in the hospitality, multifamily, condominium and residential land/homebuilding sectors. Additional information may be obtained by contacting (203) 413-7700.
Certain statements and assumptions in this press release contain or are based upon “forward-looking” information and are being made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are subject to risks and uncertainties. When we use the words “will likely result,” “may,” “anticipate,” “estimate,” “should,” “expect,” “believe,” “intend,” or similar expressions, we intend to identify forward-looking statements. Such forward-looking statements include, but are not limited to, the timing for closing, the impact of the transaction on our business and future financial condition, our business and investment strategy, our understanding of our competition and current market trends and opportunities and projected capital expenditures. Such statements are subject to numerous assumptions and uncertainties, many of which are outside Ashford’s control.
These forward-looking statements are subject to known and unknown risks and uncertainties, which could cause actual results to differ materially from those anticipated, including, without limitation: general volatility of the capital markets and the market price of our common stock; changes in our business or investment strategy; availability, terms and deployment of capital; availability of qualified personnel; changes in our industry and the market in which we operate, interest rates or the general economy; and the degree and nature of our competition. These and other risk factors are more fully discussed in Ashford’s filings with the Securities and Exchange Commission. EBITDA is defined as net income before interest, taxes, depreciation and amortization. EBITDA yield is defined as trailing twelve month EBITDA divided by the purchase price. A capitalization rate is determined by dividing the property’s annual net operating income by the purchase price. Net operating income is the property’s funds from operations minus a capital expense reserve of either 4% or 5% of gross revenues. Funds from operations (“FFO”), as defined by the White Paper on FFO approved by the Board of Governors of the National Association of Real Estate Investment Trusts (“NAREIT”) in April 2002, represents net income (loss) computed in accordance with generally accepted accounting principles (“GAAP”), excluding gains (or losses) from sales or properties and extraordinary items as defined by GAAP, plus depreciation and amortization of real estate assets, and net of adjustments for the portion of these items related to unconsolidated entities and joint ventures.
The forward-looking statements included in this press release are only made as of the date of this press release. Investors should not place undue reliance on these forward-looking statements. We are not obligated to publicly update or revise any forward-looking statements, whether as a result of new information, future events or circumstances, changes in expectations or otherwise.
-END-

 

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-----END PRIVACY-ENHANCED MESSAGE-----