AHT Ashford Hospitality Trust Inc

Item 8.01 Other Events.

As previously announced, Ashford Hospitality Trust, Inc. (the “Company”) filed a Registration Statement on Form S-4 on July 20, 2020, related to a proposed offer to exchange (the “Exchange Offers”) any and all of the outstanding shares of each series of the Company’s preferred stock listed below (collectively, the “Preferred Stock”) for, at the election of each holder, the consideration described in the Registration Statement on Form S-4, in the form of either cash or Company common stock, par value $0.01 (the “Common Stock”). On September 9, 2020, the Company filed with the Securities and Exchange Commission (the “SEC”) Amendment No. 2 to the Registration Statement on Form S-4 (as amended, the “Form S-4”) that updates the consideration expected to be offered to the holders of Preferred Stock in the Exchange Offers, as further described below. Holders of the Preferred Stock and the Common Stock are urged to review the Form S-4 in its entirety, which contains important information aboved the terms of the Exchange Offers.

If the Form S-4 is declared effective by the SEC and the Company launches the Exchange Offers, it is anticipated that each of the Exchange Offers will expire at 5:00 p.m., New York City time, on October 9, 2020, unless extended or terminated by the Company. As part of the Exchange Offers, the Company expects to solicit consent from the holders of each series of Preferred Stock to the amendment to the Company’s corporate charter (the “Charter”), to modify the terms of each such series of Preferred Stock (the “Proposed Amendments”). The Proposed Amendments will be required to be approved by the holders of 66 2/3% of the Common Stock outstanding and entitled to vote at a special meeting of holders of Common Stock (the “Special Meeting”). In order to effect the Proposed Amendments applicable to a series of Preferred Stock, the consent of holders of at least 66 2/3% of the outstanding shares of that series of Preferred Stock will be required to be obtained to effect the Proposed Amendment and the Exchange Offers with respect to that series of Preferred Stock. The Company anticipates holding the Special Meeting on October 6, 2020 to obtain the approval of the holders of Common Stock to the Proposed Amendments, as well as to approve the issuance of shares of Common Stock in the Exchange Offers, as required by the rules of the New York Stock Exchange (the “NYSE”). The record date for determining the stockholders of the Company who will be entitled to vote at the Special Meeting is expected to be September 9, 2020, as of the close of business of the NYSE.

The table below reflects the terms of the Exchange Offers in the Form S-4. In addition, the “Summary Historical and Unaudited Pro Forma Financial Information” section below reflects the summary historical and unaudited pro forma financial information of the Company to give effect of the Exchange Offers based on the consideration options described below.

Summary Historical and Unaudited Pro Forma Financial Information

The following information reflects summary historical and unaudited pro forma financial information of the Company to give the effect of the Exchange Offers. The unaudited pro forma financial information is presented for illustrative purposes only and does not necessarily indicate the financial position, results of operations or cash flows that would have been realized had the Exchange Offers been completed as of the dates indicated, and, accordingly, should not be relied upon as an indicator of our future performance. The selected historical and unaudited pro forma financial information has been derived from, and should be read in conjunction with, our historical consolidated financial statements incorporated by reference in this amendment, the prospectus supplement and the accompanying prospectus.

Primary Assumptions

The primary assumption made in preparing the unaudited pro forma information below is that our stockholders will approve the Proposed Amendments to our Charter to automatically reclassify and convert each share of Preferred Stock that remains outstanding after the closing of the Exchange Offers for each series of Preferred Stock into the All Stock Remainder Consideration for each series of Preferred Stock. The unaudited pro forma financial information has been adjusted resulting from the foregoing assumption to: