Our newly formed and wholly owned Delaware statutory trust, WestCoast Hospitality Capital Trust, which we refer to as the trust, is offering 1,600,000 9.5% trust preferred securities with a liquidation amount of $25 per trust preferred security.
Distributions on the trust preferred securities will accrue from and including the date of original issuance in the amount of $2.375 per trust preferred security per year, which is equivalent to 9.5% of the $25 liquidation amount per security. Distributions on the trust preferred securities will be payable quarterly in arrears, beginning March 31, 2004, and thereafter on each June 30, September 30, December 31 and March 31 unless the distributions are deferred as described herein.
The trust will invest the proceeds of the offering in junior subordinated debentures to be issued by us, which will be the trustís only assets. The debentures will have substantially the same payment terms as the trust preferred securities. The trust will be able to make distributions on the trust preferred securities only if we make corresponding payments on the debentures. We may defer payments of interest on the debentures on one or more occasions for up to 20 consecutive quarters, but not past their maturity date. If we defer payments of interest on the debentures, the trust will defer distributions on the trust preferred securities.
The debentures mature, and the trust preferred securities must be redeemed, on February 19, 2044. The trust may redeem some or all of the trust preferred securities at any time on or after February 19, 2009 by paying $25 per security, plus any accrued and unpaid distributions to, but excluding, the date of redemption. In addition, if we complete prior to February 19, 2007, an offering of common stock with gross proceeds to us of at least $50 million, the trust generally will be required to redeem 35% of the outstanding trust preferred securities. Further, if we undergo a change of control, holders of trust preferred securities will have the right to exchange their trust preferred securities for debentures and require us to repurchase those debentures.
The trust preferred securities will not be subject to any sinking fund and will not be convertible into any of our other securities. Except in certain limited circumstances, investors in the trust preferred securities will have no voting rights.