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): July 28, 2014

ASHFORD HOSPITALITY TRUST, INC.
(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:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14-a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ 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 July 28, 2014, Ashford Hospitality Trust, Inc. (the “Company”) announced that it has successfully refinanced three mortgage loans with an existing outstanding balance of approximately $325 million. The three previous mortgage loans that were refinanced included: the $135 million J.P. Morgan Floater loan with a final maturity date in May 2017, the $101 million UBS 1 loan with a final maturity date in December 2014 and the $89 million Merrill Lynch 3 loan with a final maturity date in February 2016. The new loans total $468.9 million and resulted in excess proceeds of approximately $104 million after closing costs and reserves. The $104 million in excess proceeds will be added to the Company's unrestricted cash balance and, as a result, this refinancing is neutral to the Company on a net debt basis. Also, as a result of the refinancing, the Homewood Suites Mobile and the Hampton Inn Terre Haute, Indiana are now unencumbered by debt.

The press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.


ITEM 9.01     FINANCIAL STATEMENTS AND EXHIBITS

Exhibit
Number

99.1    Press Release of the Company, dated July 28, 2014, furnished under Item 7.01, announcing the three mortgage loan refinancings.







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: July 28, 2014

ASHFORD HOSPITALITY TRUST, INC.

By: /s/ DAVID A. BROOKS            
David A. Brooks
Chief Operating Officer and General Counsel








EXHIBIT 99.1


NEWS RELEASE


Contact:
Deric Eubanks
Elise Chittick
Scott Eckstein
 
Chief Financial Officer
Investor Relations
Financial Relations Board
 
(972) 490-9600
(972) 778-9487
(212) 827-3766


ASHFORD TRUST COMPLETES REFINANCING OF THREE MORTGAGE LOANS RESULTING IN APPROXIMATELY $104 MILLION
OF EXCESS PROCEEDS
DALLAS, July 28, 2014 -- Ashford Hospitality Trust, Inc. (NYSE: AHT) (“Ashford Trust” or the “Company”) announced today that it has successfully refinanced three mortgage loans with an existing outstanding balance of approximately $325 million. The three previous mortgage loans that were refinanced include:
$135 million J.P. Morgan Floater loan with a final maturity date in May 2017
$101 million UBS 1 loan with a final maturity date in December 2014
$89 million Merrill Lynch 3 loan with a final maturity date in February 2016
The new loans total $468.9 million and resulted in excess proceeds of approximately $104 million after closing costs and reserves. The $104 million in excess proceeds will be added to the Company’s unrestricted cash balance and, as a result, this refinancing is neutral to the Company on a net debt basis. Also, as a result of the refinancing, the Homewood Suites Mobile and the Hampton Inn Terre Haute, Indiana are now unencumbered by debt.
The three previous mortgage loans were refinanced with five new mortgage loan pools, the details of which are as follows:
Mortgage Loan Pool 1






$301 million non-recourse mortgage loan with a two-year initial term and three one-year extension options.
The loan is interest only and provides for a floating interest rate of LIBOR + 4.35%.
The loan is secured by seven hotels: Crowne Plaza Beverly Hills, Embassy Suites Dulles Airport, Embassy Suites Syracuse, Fort Worth Hilton, Hilton Santa Fe, Hyatt Regency Coral Gables, and One Ocean in Jacksonville, FL.
Mortgage Loan Pool 2
$62.9 million non-recourse mortgage loan with a two-year initial term and three one-year extension options.
The loan is interest only and provides for a floating interest rate of LIBOR + 4.35%.
The loan is secured by five hotels: Residence Inn Las Vegas, Courtyard Columbus, SpringHill Suites BWI Airport, SpringHill Suites Centreville, and SpringHill Suites Gaithersburg.
Mortgage Loan Pool 3
$67.52 million non-recourse mortgage loan with a 10-year term.
The loan has a fixed interest rate of 5.20% and is interest only for the first two years with 30-year amortization thereafter.
The loan is secured by three hotels: Residence Inn Lake Buena Vista, Courtyard Louisville Airport, and Courtyard Ft. Lauderdale.
Mortgage Loan Pool 4
$12.5 million non-recourse mortgage loan with a 10-year term.
The loan has a fixed interest rate of 4.85% and is interest only for the first two years with 30-year amortization thereafter.
The loan is secured by two hotels: Fairfield Inn Kennesaw and SpringHill Suites Kennesaw.
Mortgage Loan Pool 5
$24.98 million non-recourse mortgage loan with a 10-year term.



The loan has a fixed interest rate of 4.90% and is interest only for the first two years with 30-year amortization thereafter.
The loan is secured by three hotels: SpringHill Suites Buford - Mall of Georgia, Hampton Inn Lawrenceville, and Hampton Inn Buford - Mall of Georgia.
“This refinancing is the latest example of our team’s proficiency in identifying unique opportunities created by today’s debt market environment to proactively manage our upcoming maturities while strengthening our liquidity position,” said Monty J. Bennett, Ashford Trust’s Chairman and Chief Executive Officer. “We will continue to explore strategic refinancing transactions such as this as well as other innovative ways to create near-term and long-term shareholder value.”
Ashford Hospitality Trust is a real estate investment trust (REIT) focused on investing opportunistically in the hospitality industry across all segments and at all levels of the capital structure primarily within the United States.
Follow Chairman and CEO Monty Bennett on Twitter at www.twitter.com/MBennettAshford
or @MBennettAshford.
Ashford has created an Ashford App for the hospitality REIT investor community. The Ashford App is available for free download at Apple’s App Store and the Google Play Store by searching “Ashford.”
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 statements are subject to numerous assumptions and uncertainties, many of which are outside Ashford Trust’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 Trust’s filings with the Securities and Exchange Commission.

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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