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Ashford Hospitality Trust Completes $2.4 Billion Acquisition of 51-Hotel Portfolio

Ashford Hospitality Trust, Inc. (NYSE: AHT):

Acquisition Highlights:

  • Comprised of 24 full-service, upper-upscale hotels and 27 premium select-service hotels in 31 markets across 18 states, the District of Columbia and Canada
  • Increases portfolio allocation in premium branded upper-upscale assets in major metropolitan and coastal markets with above average RevPAR growth potential
  • Acquisition price implies a projected forward 12-month NOI cap rate of approximately 7.6% and an estimated forward EBITDA yield of 9.0%
  • Price per key of approximately $215,000 for full service hotels and $125,000 for select service hotels
  • High quality assets include: Marriott Seattle Waterfront, Capital Hilton, Hilton Costa Mesa, Hyatt Regency Montreal, Hilton Tucson El Conquistador, Marriott Legacy Center, Renaissance Tampa, and Hilton La Jolla Torrey Pines.

Ashford Hospitality Trust, Inc. (NYSE: AHT) announced it has completed the acquisition of a 51-hotel, 13,640-room (net after joint venture adjustment) hotel portfolio from CNL Hotels and Resorts for approximately $2.4 billion in total consideration ($177,000 per key).

Monty J. Bennett, President and CEO of Ashford Hospitality Trust, said, "This portfolio is an unparalleled investment opportunity and transformational event for Ashford. This accretive transaction concentrates our portfolio in major metropolitan and coastal markets with largely upper-upscale brands, while providing us with a larger platform to execute our portfolio management and internal growth strategies.

"To ensure that we extract the maximum value from this transaction, for the last several months we focused on integration efforts, fine-tuning the financing, implementing value-added asset management strategies and deleveraging our balance sheet. The transition will be smooth with the added staff mainly in our accounting and asset management areas, and we anticipate being at the lower end of the $12-16 million range we had previously projected for our incremental G&A. Continuous negotiations on the financing resulted in even more flexible terms and lower costs. We made substantial progress on several value added strategies including JV buyouts and refinancing along with restructuring of management agreements to increase EBITDA. We are well on our way to accomplishing our deleveraging goals with planned asset sales totaling approximately $570 million in two phases and potential joint venture discussions."

Transaction Pricing

The estimated forward NOI cap rate is 7.6% and the EBITDA yield is 9.0% resulting in an 11.1x EBITDA multiple. On a trailing 12-month basis, the transactions NOI cap rate is 7.0% with an EBITDA yield of 8.4% equating to an 11.9x EBITDA multiple.

Transaction Funding

The transaction was funded with the following sources, all of which with the exception of assumed debt were provided by Wachovia Securities: $928.5 million of 10-year fixed CMBS at 5.95%; assumed debt from the existing joint ventures of approximately $436.9 million at an average interest rate of 6.08%; a $555.1 million pool of floating-rate CMBS at 165 basis points over LIBOR; $200 million of preferred equity at 250 basis points over LIBOR; a one-year (with 2 year extension), $325 million term loan at a rate of 150 basis points over LIBOR; and a three-year $200 million revolver that is priced between 155 to 195 basis point over LIBOR depending on the loan-to-value ratio. The blended all-in cost of capital on this financing is 6.49%.

Portfolio

The portfolio is comprised of full-service, upper-upscale hotels that account for approximately 65% of trailing EBITDA and premium select-service hotels totaling approximately 35% of trailing EBITDA. The 24 full-service, upper-upscale hotels contain 8,069 rooms with such hotels as the Marriott Seattle Waterfront, Marriott Legacy Center, Renaissance Tampa, Hyatt Regency Montreal, Hilton Tucson El Conquistador, Hilton La Jolla Torrey Pines, Hilton Costa Mesa, and Capital Hilton. The balance of the portfolio is comprised of 27 premium select-service hotels totaling 5,571 rooms. The well maintained hotels in the portfolio have an average age of 14.5 years. For 2006, the portfolio's RevPAR was $99.51, resulting in a portfolio wide RevPAR yield penetration of approximately 116%. The 2006 ADR of $138 exceeds Ashfords existing portfolio by 14%. The portfolio generated Gross Revenues of $689 million in 2006.

The transaction further concentrates Ashfords overall portfolio EBITDA in higher growth markets and solidifies its position in the upper-upscale and upscale chain segments with 60% upper-upscale, 35% upscale, 4% midscale and 1% luxury pro forma for the acquisition. Ashfords portfolio EBITDA by brand now includes the industrys strongest performers with 50% in the Marriott brand family, 31% in Hilton, 8% in Hyatt and 6% in Starwood. Geographic diversification by EBITDA is also enhanced with 35% South Atlantic (of which 44% is in the Washington, D.C. area), 25% Pacific, 11% North Central, 10% South Central, 9% Mid-Atlantic, 7% Mountain, 2% New England and 1% Canada.

All but five of the 51 hotels are managed by their respective brands under long-term contracts. On a combined basis, Ashford has a total of eight different property managers with the largest being Marriott at 45% of the overall portfolio EBITDA, Remington Hotels at 22%, Hilton at 18% and Hyatt at 8%. Seventeen hotels in the acquisition are owned in joint ventures with ownership interests ranging from 70% to 89%.

Capital Expenditure Plan

Ashford expects to invest approximately $55 million in owner funded valued added capital improvements above the normal reserves for these assets in the first year to improve the physical product of the hotels and further enhance RevPAR yield penetration.

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, first mortgages, mezzanine loans and sale-leaseback transactions. Additional information can be found on the Company's web site at www.ahtreit.com.

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 expectation that deleveraging will occur and in the timeframe projected, 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.

HotelLocationState# of Rooms

Year

Built

ManagerOwnership %

Owned

Rooms

Luxury & Upper Upscale Full Service Hotels:
Capital Hilton Washington DC DC 544  1943  Hilton 75% 408 
Hilton Birmingham Perimeter Park Birmingham AL 205  1984  Hilton 100% 205 
Hilton Costa Mesa Costa Mesa CA 486  1983  Hilton 70% 340 
Hilton Dallas - Lincoln Centre Dallas TX 500  1976  Hilton 75% 375 
Hilton La Jolla Torrey Pines La Jolla CA 394  1989  Hilton 75% 296 
Hilton Rye Town Rye Town NY 446  1973  Hilton 75% 335 
Hilton Suites Auburn Hills

Auburn
Hills

MI 224  1991  Hilton 70% 157 
Hilton Tucson El Conquistador Golf Resort Tucson AZ 428  1982  Hilton 75% 321 
Miami Hilton Airport & Towers Miami FL 500  1987  Hilton 70% 350 
JW Marriott New Orleans New Orleans LA 494  1984  Marriott 100% 494 
Marriott Bridgewater Bridgewater NJ 347  2002  Marriott 100% 347 
Marriott BWI Airport Baltimore MD 310  1988  Marriott 100% 310 
Marriott Legacy Center Plano TX 404  2001  Marriott 100% 404 
Marriott Seattle Waterfront Seattle WA 358  2003  Marriott 100% 358 
Marriott Suites Market Center Dallas TX 266  1998  Marriott 100% 266 
Hyatt Regency Coral Gables

Coral
Gables

FL 242  1987  Hyatt 100% 242 
Hyatt Regency Dearborn Detroit MI 772  1976  Hyatt 100% 772 
Hyatt Regency Montreal Montreal CAN 607  1976  Hyatt 100% 607 
Renaissance Tampa Tampa FL 293  2004  Marriott 100% 293 
Embassy Suites Crystal City - Reagan Airport Arlington VA 267  1985  Hilton 75% 200 
Embassy Suites Orlando Airport Orlando FL 174  1999  Hilton 75% 131 
Embassy Suites Portland Downtown Portland OR 276  1997  Hilton 70% 193 
Embassy Suites Santa Clara - Silicon Valley Santa Clara CA 257  1985  Hilton 75% 193 
Doubletree Crystal City - Reagan Airport Arlington VA 631  1973  Hilton 75% 473 
Sub-Total9,4258,069

Distinctive & Premium Select Service Hotels:

Courtyard Basking Ridge Basking Ridge NJ 235  2001  Marriott 100% 235 
Courtyard Edison Edison NJ 146  2002  Interstate 100% 146 
Courtyard Hartford Manchester Manchester CT 90  1999  Interstate 85% 77 
Courtyard Legacy Park Plano TX 153  1998  Marriott 100% 153 
Courtyard Newark Newark CA 181  2002  Marriott 100% 181 
Courtyard Oakland Airport Oakland CA 156  2001  Marriott 100% 156 
Courtyard Old Town Scottsdale Scottsdale AZ 180  1999  Marriott 100% 180 
Courtyard Marriott Village LBV Orlando FL 312  2000  Marriott 100% 312 
Courtyard Philadelphia Downtown Philadelphia PA 498  1999  Marriott 89% 443 
Courtyard San Francisco Downtown San Francisco CA 405  2001  Marriott 100% 405 
Courtyard Seattle Downtown Seattle WA 250  1999  Marriott 100% 250 
Residence Inn Atlanta Buckhead Atlanta GA 150  1997  Interstate 100% 150 
Residence Inn Atlanta Perimeter West Atlanta GA 128  1987  Marriott 100% 128 
Residence Inn Dallas Plano Plano TX 126  1998  Marriott 100% 126 
Residence Inn Hartford Manchester Manchester CT 96  2000  Interstate 85% 82 
Residence Inn Kansas City

Kansas
City

MO 96  1987  Marriott 100% 96 
Residence Inn Las Vegas Las Vegas NV 256  1998  Marriott 100% 256 
Residence Inn Newark Newark CA 168  2002  Marriott 100% 168 
Residence Inn Phoenix Airport Phoenix AZ 200  1999  Marriott 100% 200 
Residence Inn Torrance Torrance CA 247  1984  Marriott 100% 247 
SpringHill Suites Manhattan Beach Manhattan Beach CA 164  2001  Marriott 100% 164 
SpringHill Suites Marriott Village LBV Orlando FL 400  2000  Marriott 100% 400 
SpringHill Suites Philadelphia Plymouth Meeting PA 199  2001  Marriott 100% 199 
SpringHill Suites Richmond Glen Allen VA 136  2001  Marriott 100% 136 
Hampton Inn Houston Galleria Houston TX 176  1995  Interstate 85% 150 
Fairfield Inn Marriott Village LBV Orlando FL 388  2000  Marriott 100% 388 
TownePlace Suites Manhattan Beach Manhattan Beach CA 144  2001  Marriott 100% 144 
Sub-Total5,6805,571
Total15,10513,640
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