Amended Tender Offer Statement by Issuer (sc To-i/a)
September 09 2020 - 6:16AM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Amendment No. 1
to
SCHEDULE TO-I
TENDER OFFER STATEMENT UNDER SECTION 14(D)(1)
OR SECTION 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
ASHFORD HOSPITALITY TRUST, INC.
(Name of Subject Company (Issuer))
ASHFORD HOSPITALITY TRUST, INC.
(Name of Filing Persons (Offeror))
Title
of Class of Securities
|
|
CUSIP
Number of Class of Securities
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8.45%
Series D Cumulative Preferred Stock, par value $0.01 per share
|
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044103406
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7.375%
Series F Cumulative Preferred Stock, par value $0.01 per share
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044103604
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7.375%
Series G Cumulative Preferred Stock, par value $0.01 per share
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044103703
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7.50%
Series H Cumulative Preferred Stock, par value $0.01 per share
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044103802
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7.50%
Series I Cumulative Preferred Stock, par value $0.01 per share
|
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044103885
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Robert
G. Haiman
Executive Vice President, General Counsel and Secretary
14185 Dallas Parkway, Suite 1100
Dallas, Texas 75254
(972) 490-9600
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copy
to:
Richard M. Brand
William P. Mills
Gregory P. Patti Jr.
Cadwalader, Wickersham & Taft
LLP
200 Liberty Street
New York, NY 10281
(212) 504-6000
CALCULATION OF FILING FEE
Transaction
Valuation(1)(2)(3)
|
|
Amount of Filing Fee(4)(5)
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$424,399,194.72
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$55,087.02
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(1)
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This Issuer Tender Offer
Statement on Schedule TO registers the maximum number of shares of the Registrant’s common stock, par value $0.01 per share
(the “Common Stock”), that may be issued in connection with the exchange offers (the “Exchange Offers”)
by the Registrant to exchange shares of Common Stock or cash for its shares of (a) 8.45% Series D Cumulative Preferred Stock,
par value $0.01 per share (the “Series D Preferred Stock”), (b) 7.375% Series F Cumulative Preferred Stock,
par value $0.01 per share (the “Series F Preferred Stock”), (c) 7.375% Series G Cumulative Preferred Stock,
par value $0.01 per share (the “Series G Preferred Stock”), (d) 7.50% Series H Cumulative Preferred Stock,
par value $0.01 per share (the “Series H Preferred Stock”), and (e) 7.50% Series I Cumulative Preferred Stock,
par value $0.01 per share (the “Series I Preferred Stock”). The Series D Preferred Stock, Series F Preferred
Stock, Series G Preferred Stock, Series H Preferred Stock and Series I Preferred Stock are collectively referred to as the “Preferred
Stock.”
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(2)
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The Registrant previously
registered 59,635,998 shares of Common Stock (the “Initial Shares”) with its initial filing of an Issuer Tender
Offer Statement on Schedule TO on July 30, 2020 (File No. 005-79228). The Registrant is registering herewith an additional 66,412,815
shares of Common Stock (the “Additional Shares”).
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(3)
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Estimated
solely for the purpose of calculating the registration fee pursuant to Rule 457(f) of
the Securities Act of 1933, as amended, based on the product of: (A) $261,802,031.22
(calculated as follows, with respect to the Initial Shares: (i) the product of (a) the
average of the high and low prices per share of the Common Stock as reported on the New
York Stock Exchange on July 29, 2020 and (b) 59,635,998 (the initial maximum number of
shares of Common Stock that may be issued in the Exchange Offers)), plus (B) $162,597,163.5
(calculated as follows, with respect to the Additional Shares: (i) the product of (a)
the average of the high and low prices per share of the Common Stock as reported on the
New York Stock Exchange on September 8, 2020 and (b) 66,412,815 (the additional maximum
number of shares of Common Stock that may be issued in the Exchange Offers), less (ii)
$30,000,000 (the estimated amount of cash paid by the Registrant in the Exchange Offers)).
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(4)
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The
amount of the filing fee calculated in accordance with the Securities Exchange Act of
1934, as amended, equals $129.80 for each $1,000,000 of value. The filing fee was calculated
in accordance with Rule 0-11 under the Securities Exchange Act of 1934.
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(5)
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The
filing fee was previously paid.
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x
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Check
the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and
identify the filing with which the offsetting fee was previously paid. Identify the previous
filing by registration statement number, or the Form or Schedule and the date of
its filing.
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Amount previously paid:
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$65,575.74
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Filing Party:
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Ashford Hospitality Trust, Inc.
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Form or registration no.:
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Form S-4 and Form S-4/A
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Date Filed:
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July 20, 2020 and September 9, 2020
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¨
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Check
the box if the filing relates solely to preliminary communications made before the commencement
of a tender offer.
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Check the appropriate boxes
below to designate any transactions to which the statement relates:
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¨
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third-party
tender offer subject to Rule 14d-1.
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x
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issuer tender offer subject
to Rule 13e-4.
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¨
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going-private
transaction subject to Rule 13e-3.
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¨
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amendment
to Schedule 13D under Rule 13d-2.
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Check
the following box if the filing is a final amendment reporting the results of the tender offer: ¨
This Tender Offer Statement on Schedule TO (this “Tender
Offer Statement”) relates to the offer by Ashford Hospitality Trust, Inc., a Maryland corporation (the “Company”),
upon the terms and subject to the conditions set forth in the Prospectus/Consent Solicitation, dated September 9, 2020 (the “Prospectus”),
to exchange any and all of the outstanding shares of the following series of its preferred stock for, at the election of each
holder, the consideration defined below (each an “Exchange Offer” and collectively the “Exchange Offers”):
Security
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CUSIP
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Symbol
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Shares
Outstanding
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Cash Option Per
Share
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Stock Option Per Share
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8.45% Series D Cumulative
Preferred Stock, par value $0.01 per share (the “Series D Preferred Stock”)
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044103406
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AHTprD
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2,389,393
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$7.75 in cash (the “Series D
Cash Option”)
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5.58 shares of newly issued
common stock of the Company, par value $0.01 (the “Common Stock”) (the “Series D Stock Option”,
and together with the Series D Cash Option, the “Series D Consideration Options”).
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7.375% Series F Cumulative Preferred
Stock, par value $0.01 per share (the “Series F Preferred Stock”)
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044103604
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AHTprF
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4,800,000
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$7.75 in cash (the “Series F
Cash Option”)
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5.58 shares of newly issued Common Stock
(the “Series F Stock Option”, and together with the Series F Cash Option, the “Series F
Consideration Options”).
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7.375% Series G Cumulative Preferred
Stock, par value $0.01 per share (the “Series G Preferred Stock”)
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044103703
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AHTprG
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6,200,000
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$7.75 in cash (the “Series G
Cash Option”)
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5.58 shares of newly issued Common Stock (the “Series G Stock Option”, and together with the
Series G Cash Option, the “Series G Consideration Options”).
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7.50% Series H Cumulative Preferred
Stock, par value $0.01 per share (the “Series H Preferred Stock”)
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044103802
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AHTprH
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3,800,000
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$7.75 in cash (the “Series H
Cash Option”)
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5.58 shares of newly issued Common Stock (the “Series H Stock Option”, and together with the
Series H Cash Option, the “Series H Consideration Options”).
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7.50% Series I Cumulative Preferred
Stock, par value $0.01 per share (the “Series I Preferred Stock”)
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044103885
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AHTprI
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5,400,000
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$7.75 in cash (the “Series I
Cash Option”)
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5.58 shares of newly issued Common Stock (the “Series I Stock Option”, and together with the
Series I Cash Option, the “Series I Consideration Options”).
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The information in the Prospectus, including all schedules
and appendices thereto, is hereby expressly incorporated herein by reference in response to all the items of this Schedule TO.
Item 1. Summary Term Sheet.
Item 1001 of Regulation M-A
The information set forth in the Prospectus under “The
Exchange Offers and the Consent Solicitation Summary” is incorporated herein by reference.
Item 2. Subject Company Information.
Item 1002(a) through (c) of Regulation M-A
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(a)
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The
name of the subject company is Ashford Hospitality Trust, Inc. The address of its
principal executive office is 14185 Dallas Parkway, Suite 1100, Dallas, Texas 75254.
Its telephone number is (972) 490-9600.
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(b)
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As
of September 4, 2020, we had 13,058,909 shares of our common stock, par value $0.01
(the “Common Stock”) issued and outstanding, 2,389,393 shares of our
8.45% Series D Cumulative Preferred Stock, par value $0.01 per share (the “Series D
Preferred Stock”), 4,800,000 shares of our 7.375% Series F Cumulative
Preferred Stock, par value $0.01 per share (the “Series F Preferred Stock”),
6,200,000 shares of our 7.375% Series G Cumulative Preferred Stock, par value $0.01
per share (the “Series G Preferred Stock”), 3,800,000 shares
of our 7.50% Series H Cumulative Preferred Stock, par value $0.01 per share (the
“Series H Preferred Stock”), and 5,400,000 shares of our 7.50%
Series I Cumulative Preferred Stock, par value $0.01 per share (the “Series I
Preferred Stock”).
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(c)
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The
information set forth in the Prospectus under “Market Price for the Common Stock
and Preferred Stock” is incorporated herein by reference.
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Item 3. Identity and Background of Filing Person.
Item 1003(a) of Regulation M-A
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(a)
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The
name of the filing person is Ashford Hospitality Trust, Inc. The address of its
principal executive office is 14185 Dallas Parkway, Suite 1100, Dallas, Texas 75254.
Its telephone number is (972) 490-9600.
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Item 4. Terms of the Transaction.
Item 1004(a) and (b) of Regulation M-A
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(a)(1)(i)
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The
information set forth in the Prospectus under “The Exchange Offers and the Consent
Solicitation—General” is incorporated herein by reference.
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(a)(1)(ii)
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The
information set forth in the Prospectus under “The Exchange Offers and the Consent
Solicitation—General” is incorporated herein by reference
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(a)(1)(iii)
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The
information set forth in the Prospectus under “The Exchange Offers and the Consent
Solicitation—General” is incorporated herein by reference.
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(a)(1)(iv)
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Not
applicable.
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(a)(1)(v)
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The
information set forth in the Prospectus under “The Exchange Offers and the Consent
Solicitation—Extension, Termination and Amendment” is incorporated herein
by reference.
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(a)(1)(vi)
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The
information set forth in the Prospectus under “The Exchange Offers and the Consent
Solicitation—Withdrawal Rights” is incorporated herein by reference.
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(a)(1)(vii)
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The
information set forth in the Prospectus under “The Exchange Offers and the Consent
Solicitation—Procedure for Tendering Shares” and “The Exchange
Offers and the Consent Solicitation—Withdrawal Rights” is incorporated
herein by reference.
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(a)(1)(viii)
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The
information set forth in the Prospectus under “The Exchange Offers and the Consent
Solicitation—Exchange of Shares; Offer Consideration” is incorporated
herein by reference.
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(a)(1)(ix)
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Not
applicable.
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(a)(1)(x)
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The
information set forth in the Prospectus under “The Exchange Offers and the Consent
Solicitation—Differences in Rights of Our Common Stock and Preferred Stock”
is incorporated herein by reference.
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(a)(1)(xi)
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Not
applicable.
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(a)(1)(xii)
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The
information set forth in the Prospectus under “Material U.S. Federal Income
Tax Considerations” and “Risk Factors—Risks Related to Exchange
Offers and the Consent Solicitation” is incorporated herein by reference.
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(a)(2)(i)-(a)(2)(vii) Not
applicable.
Item 5. Past Contacts, Negotiations and Agreements.
Item 1005(e) of Regulation M-A
Item 6. Purposes of the Transaction and Plans or Proposals.
Item 1006(a) through (c) of Regulation M-A
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(a)
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The
information set forth in the Prospectus under “Background of the Exchange Offers
and the Consent Solicitation—Background of the Exchange Offers and the Consent
Solicitation” is incorporated herein by reference.
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(b)
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The
information set forth in the Prospectus under “The Exchange Offers and the Consent
Solicitation—Consent Solicitation Provisions” is incorporated herein
by reference.
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(c)(1)
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The
information set forth in the Prospectus under “Background of the Exchange Offers
and the Consent Solicitation—Other Plans” and “The Exchange
Offers and the Consent Solicitation—Consequences for Failure to Participate”
is incorporated herein by reference.
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(c)(2)
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The
information set forth in the Prospectus under “Background of the Exchange Offers
and the Consent Solicitation—Other Plans” and “The Exchange
Offers and the Consent Solicitation—Consequences for Failure to Participate”
is incorporated herein by reference.
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(c)(3)
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The
information set forth in the Prospectus under “Background of the Exchange Offers
and the Consent Solicitation—Other Plans,” “The Exchange Offers and
the Consent Solicitation—General,” “The Exchange Offers and the Consent
Solicitation—Consequences for Failure to Participate,” and “Dividend
Policy and Dividends Paid on Our Common Stock” is incorporated herein by reference.
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(c)(5)
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The
information set forth in the Prospectus under “Background of the Exchange Offers
and the Consent Solicitation—Other Plans” and “The Exchange
Offers and the Consent Solicitation—Consequences for Failure to Participate”
is incorporated herein by reference.
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(c)(6)
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Following
the completion of the each of the Exchange Offers, we intend to apply to the NYSE to
delist the applicable series of Preferred Stock.
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(c)(7)
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The
information set forth in the Prospectus under “The Exchange Offers and the Consent
Solicitation—Eligible for Termination of Registration under the Exchange Act”
is incorporated herein by reference.
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(c)(9)
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The
information set forth in the Prospectus under “Background of the Exchange Offers
and the Consent Solicitation—Background of the Exchange Offers and the Consent
Solicitation,” “The Exchange Offers and the Consent Solicitation—Conditions
of the Exchange Offer” and “Capitalization” is incorporated
herein by reference.
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Item 7. Source and Amount of Funds or Other Consideration.
Item 1007(a), (b) and (d) of Regulation M-A
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(a)
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The
information set forth in the Prospectus under “The Exchange Offers and the Consent
Solicitation—Source of Funds” is incorporated herein by reference.
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(b)
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The
information set forth in the Prospectus under “The Exchange Offers and the Consent
Solicitation—Conditions of the Exchange Offers” is incorporated herein
by reference.
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Item 8. Interest in Securities of the Subject Company.
Item 1008 of Regulation M-A
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(a)
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The
information set forth in the Prospectus under “Directors, Executive Officers
and Control Persons” and “Beneficial Ownership” is incorporated
herein by reference.
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Item 9. Persons/Assets Retained, Employed, Compensated or
Used.
Item 1009(a) of Regulation M-A
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(a)
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The
information set forth in the Prospectus under “The Exchange Offers and the Consent
Solicitations—Retail Processing Fee” is incorporated herein by reference.
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Item 10. Financial Statements.
Item 1010(a) and (b) of Regulation M-A
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(a)(1)
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The
financial statements set forth in the Prospectus, beginning on page F-43 thereof,
are incorporated herein by reference.
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(a)(2)
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The
financial statements set forth in the Prospectus, beginning on page F-2 thereof,
are incorporated herein by reference.
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(a)(4)
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The
information set for the in the Prospectus under “Summary Historical and Unaudited
Pro Forma Financial Information” is incorporated herein by reference.
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(b)(3)
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The
information set forth in the Prospectus under “Summary Historical and Unaudited
Pro Forma Financial Information” is incorporated herein by reference.
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Item 11. Additional Information.
Item 1011 of Regulation M-A
Item 12. Exhibits.
Item 1016(a), (b), (d), (g) and (h)
Exhibit No.
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Description
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(a)(1)(A)
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Prospectus/Consent
Solicitation, dated September 9, 2020 (the “Prospectus”) (incorporated by reference to Amendment No.
2 to the Company’s Registration Statement on Form S-4 (Reg. No. 333-239961), filed September 9,
2020
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(a)(1)(B)
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Retail Processing Form
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(a)(1)(C)
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Form of Letter to Preferred Shareholders
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(a)(1)(D)
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Form of Letter to Brokers, Dealers, Commercial Banks, Trust companies
and Other Nominees
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(a)(1)(E)
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Investor Presentation
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(a)(4)
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The
Prospectus (see Exhibit (a)(1)(A))
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(a)(5)(A)
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Articles of Amendment
(included as Annex A to the Prospectus; see Exhibit (a)(1)(A))
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(c)(1)
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Legal Opinion
of Hogan Lovells US LLP
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(c)(2)
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Legal Opinion
of Locke Lord LLP
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Item 13. Information Required By Schedule 13E-3.
Not applicable.
SIGNATURES
After due inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and correct.
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Ashford Hospitality Trust, Inc.
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By:
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/s/
Deric S. Eubanks
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Deric S. Eubanks
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Chief Financial Officer and Treasurer
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Date:
September 9, 2020
EXHIBIT INDEX
Exhibit No.
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Description
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(a)(1)(A)
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Prospectus/Consent
Solicitation, dated September 9, 2020 (the “Prospectus”) (incorporated by reference to Amendment No.
2 to the Company’s Registration Statement on Form S-4 (Reg. No. 333-239961), filed September 9,
2020
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(a)(1)(B)
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Retail Processing Form
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(a)(1)(C)
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Form of Letter to Preferred Shareholders
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|
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(a)(1)(D)
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Form of Letter to Brokers, Dealers, Commercial Banks, Trust companies
and Other Nominees
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(a)(1)(E)
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Investor Presentation
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(a)(4)
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The
Prospectus (see Exhibit (a)(1)(A))
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(a)(5)(A)
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Articles of Amendment
(included as Annex A to the Prospectus; see Exhibit (a)(1)(A))
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(c)(1)
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Legal Opinion
of Hogan Lovells US LLP
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(c)(2)
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Legal Opinion
of Locke Lord LLP
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