Current Report Filing (8-k)
July 15 2020 - 4:51PM
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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): July 15,
2020
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:
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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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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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Item 1.01 Entry into a Material Definitive Agreement.
On July 15, 2020, Ashford Hospitality Trust, Inc., a Maryland
corporation (the “Company”) completed a one-for-ten (the “Split Ratio”) reverse stock split
of the outstanding shares of common stock, par value $0.01 per share, of the Company (the “Reverse Stock Split”),
effective after the close of business on July 15, 2020.
In connection with the Reverse Stock Split, on July 15,
2020, Ashford OP General Partner LLC, a Delaware limited liability company and a wholly-owned subsidiary of the Company,
executed Amendment No. 7 to the Seventh Amended and Restated Agreement of Limited Partnership (the “Partnership
Agreement Amendment”) of Ashford Hospitality Limited Partnership, the Company’s operating
partnership (“Ashford Trust OP”), for the purpose of changing and
reclassifying the issued and outstanding Partnership Units (as defined in the Partnership Agreement Amendment) consistent
with the Split Ratio (the “Reverse Unit Split”), effective after
the close of business on July 15, 2020. As a result of the Reverse Unit Split, the number of outstanding Partnership Units of
Ashford Trust OP was reduced to approximately 2.1 million units.
The summary of the Partnership Agreement Amendment contained
in this Item 1.01 does not purport to be complete and is qualified in its entirety by reference to the full text of the Partnership Agreement Amendment,
which is filed as Exhibit 10.1 hereto and incorporated by reference herein.
Item 3.03 Material Modifications to Rights of Security Holders.
The disclosure set forth under Items 5.02 and 8.01 below is
incorporated herein by reference.
Item 5.02 Departure of Directors or Principal Officers; Election
of Directors; Appointment of Principal Officers; Compensatory Arrangements Of Certain Officers.
(e) On July 13, 2020, the Board of Directors of the
Company (the “Board”) approved an amendment (the “Plan
Amendment”) to the 2011 Stock Incentive Plan of Ashford Hospitality Trust, Inc., as
amended (the “Plan”), effective July 15, 2020. The Plan Amendment
ratably adjusted the aggregate number of shares of common stock issuable under the Plan to reflect the Reverse Stock Split.
Equity and equity-based awards outstanding under the Plan have also been ratably adjusted to reflect the Reverse Stock
Split.
The description of the Plan Amendment contained in this Item
5.02 is qualified in its entirety by reference to the full text of the Plan Amendment, which is filed as Exhibit 10.2 hereto and
is incorporated by reference herein.
Item 5.03 Amendments to Articles of Incorporation or Bylaws;
Change in Fiscal Year.
The disclosure set forth under Item 8.01 below is incorporated
herein by reference.
Item 8.01 Other Events.
As previously announced, the Company completed a one-for-ten
Reverse Stock Split of the outstanding shares of its common stock, effective after the close of business on July 15, 2020. As a
result of the Reverse Stock Split, there are 10,475,199 shares of common stock of the Company issued and outstanding.
On July 15, 2020, the Company issued a press release announcing
the completion of the Reverse Stock Split. A copy of the press release is attached as Exhibit 99.1 and is incorporated herein by
reference.
Item 9.01 Financial Statements and Exhibits.
The following exhibits are filed herewith:
SIGNATURES
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.
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ASHFORD HOSPITALITY TRUST, INC.
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Date: July 15, 2020
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By:
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/s/ Robert G. Haiman
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Robert G. Haiman
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Executive Vice President, General Counsel & Secretary
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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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