Current Report Filing (8-k)
October 21 2019 - 5:02PM
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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): October 21, 2019
ASHFORD HOSPITALITY TRUST, INC.
(Exact name of registrant as specified in its charter)
Maryland
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001-31775
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86-1062192
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(State or other jurisdiction of
incorporation or organization)
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(Commission file number)
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(I.R.S. Employer Identification
Number)
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14185 Dallas Parkway, Suite 1100
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Dallas, Texas
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75254
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(Address of principal executive
offices)
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(Zip Code)
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Registrant’s
telephone number, including area code: (972)490-9600
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate by check
mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of
this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ¨
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Securities registered pursuant to Section
12(b) of the Act:
Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock
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AHT
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New York Stock Exchange
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Preferred Stock, Series D
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AHT-PD
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New York Stock Exchange
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Preferred Stock, Series F
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AHT-PF
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New York Stock Exchange
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Preferred Stock, Series G
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AHT-PG
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New York Stock Exchange
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Preferred Stock, Series H
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AHT-PH
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New York Stock Exchange
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Preferred Stock, Series I
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AHT-PI
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New York Stock Exchange
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Co-Registrant Preferred Label
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Common Stock
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Co-Registrant Preferred Label
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Preferred Stock, Series D
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Co-Registrant Preferred Label
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Preferred Stock, Series F
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Co-Registrant Preferred Label
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Preferred Stock, Series G
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Co-Registrant Preferred Label
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Preferred Stock, Series H
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ITEM 7.01 REGULATION FD DISCLOSURE.
On October 21, 2019,
Ashford Hospitality Trust, Inc. (“Ashford Trust” or the “Company”) announced that its Board of Directors
has declared the distribution of its remaining 205,086 shares of common stock of Ashford Inc. (NYSE American: AINC). Both common
stockholders and unitholders of Ashford Trust will receive their pro rata share of Ashford Inc. common stock.
The distribution to
Company stockholders and unitholders will be completed through a pro-rata taxable dividend of Ashford Inc. common stock on November
5, 2019 (the “Distribution Date”) to stockholders of record (“Company Record Holders”) as of the close
of business of the New York Stock Exchange on October 29, 2019 (the “Record Date”). On the Distribution Date, each
Company Record Holder will receive approximately 0.0017 shares of Ashford Inc. common stock for every share of Company common stock
held by such stockholder on the Record Date. No fractional shares of Ashford Inc. common stock will be issued. The distribution
is not contingent upon Ashford Inc.’s planned acquisition of Remington Holdings, L.P.’s hotel management business.
After the distribution, the Company will not have any ownership interest in Ashford Inc.
A copy of the press
release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The information in
this Form 8-K and Exhibits attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities
Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as
shall be expressly set forth by specific reference in such filing. A copy of the press release is attached hereto as Exhibit 99.1.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibit
SIGNATURE
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
Date: October 21, 2019
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ASHFORD
HOSPITALITY TRUST, INC.
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By:
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/s/
Robert G. Haiman
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Name:
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Robert
G. Haiman
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Title:
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Executive
Vice President, General Counsel & Secretary
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