Free Writing Prospectus - Filing Under Securities Act Rules 163/433 (fwp)
October 01 2020 - 6:11AM
Edgar (US Regulatory)
Issuer Free Writing Prospectus
Dated October 1, 2020
Filed Pursuant to Rule 433
Registration Statement No. 333-239961
The Issuer has filed a registration statement
(including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read
the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information
about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC web site at www.sec.gov.
Alternatively, the issuer, the dealer manager or any dealer participating in the offering will arrange to send you the prospectus
if you request it by calling toll-free (877) 787-9239.
Script of Recorded Phone Call to the
Common Shareholders of Ashford Hospitality Trust, Inc. Common Stock
“Hi, this is Rob Hays, President
and Chief Executive Officer of Ashford Hospitality Trust, Inc. You may have received calls from me over the past couple of weeks
because our records show that you are a common shareholder in the Company. I am calling to ask you to vote 'For' the two proposals
on the proxy at our upcoming Special Meeting, currently scheduled for October 6th. Recently the two largest proxy advisory
firms, ISS and Glass Lewis - who make voting recommendations to large institutions and mutual funds, agreed with our recommendation
to vote ‘For’ the two proposals. The approval of both proposals is necessary to complete the Company’s
proposed preferred stock exchange offers. We believe these strategic steps are crucial to the long-term viability of our business
due to the severe impact of COVID-19 on the entire travel industry. As disclosed in our SEC filings, there is substantial doubt
about the Company’s ability to continue as a going concern and the Company’s proposed preferred stock exchange is an
important part of the efforts to address that. Failure to complete the preferred exchange may have a negative impact on the
value of your shares. Your vote is critical no matter how many or how few shares you own. If you do not vote, it will have
the same effect as rejecting the charter amendment proposal which is required to complete the proposed preferred stock exchange
offers. If you have questions or need assistance in voting your shares, you can contact your broker or you may contact our
proxy solicitation firm at 1-877-787-9239, once again 1-877-787-9239. Thank you in advance for voting in favor of both proposals
and have a great day.”
Where You Can Find Additional Information
Completion of the Exchange Offers and
the Consent Solicitation are subject to certain conditions, which are set forth in more detail in the Company’s
registration statement on Form S-4 (as amended, the “Registration Statement”) filed with the Securities and
Exchange Commission (“SEC”) for the purpose of registering the Common Stock issued pursuant to the Exchange
Offers under the Securities Act of 1933, as amended. The Registration Statement was declared effective on September 9, 2020
at 4:00 p.m. ET. The Company has also filed with the SEC a Schedule TO for the Exchange Offers and a definitive proxy
statement on Schedule 14A to solicit proxies from the holders of its Common Stock to approve the relevant items upon which
the holders of the Common Stock will be entitled to vote (the “Proxy Statement”). The Proxy Statement was first
mailed to stockholders on or about September 10, 2020. The Company may extend or terminate the Exchange Offers under certain
circumstances as described in the Registration Statement. Additional information regarding these transactions can be found in
the Company’s investor presentation available at https://dealroadshow.finsight.com/retail-roadshows.
Common stockholders who have questions
about the Exchange Offers should contact our proxy solicitation firm at 1-877-787-9239 or by email at Ashford@investor.morrowsodali.com
or contact:
RBC Capital Markets, LLC, as Dealer Manager
Tel: (212) 618-7843
Toll-free: (877) 381-2099
Email: liability.management@rbccm.com
Certain Information Regarding Participants
The Company, its directors and certain
of its executive officers are participants in the solicitation of proxies from the Company’s shareholders in connection with
the Exchange Offer and Consent Solicitation. Information about the Company’s executive officers and directors and their ownership
of the Company’s stock is set forth in the definitive proxy statement that was filed with the SEC on September 10, 2020.
This does not constitute an offer of
any securities for sale. Further, this communication is not a solicitation of a proxy from any security holder of the Company and
shall not constitute the solicitation of an offer to buy securities.
Investors should read the Registration
Statement and the Schedule TO for the Exchange Offers as they contain important information about the Exchange Offers, the Company
and the other proposed transactions. Holders of Common Stock should read the Proxy Statement and any other relevant documents because
they contain important information about the Company and the proposed transactions. The Registration Statement, Schedule TO and
Proxy Statement are available for free on the SEC’s website, www.sec.gov. The prospectus included in the Registration
Statement and additional copies of the Proxy Statement will be available for free from the Company for the applicable shareholders
of the Company.
Forward-Looking Statements
Certain statements and assumptions in
this script 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. Forward-looking statements in this script include,
among others, statements about the Company’s strategy and future plans. 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: the impact of the novel strain of coronavirus (COVID-19) on our business; the
ability of the Company’s advisor, Ashford Inc., to continue as a going concern; the timing and outcome of the
Securities and Exchange Commission’s investigation; our ability to meet the NYSE continued listing standards; our
ability to repay, refinance or restructure our debt and the debt of certain of our subsidiaries; general volatility of the
capital markets and the market price of our common stock and preferred 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 script are only made as of the date of this script. Investors should not place undue reliance on these forward-looking
statements. We will not publicly update or revise any forward-looking statements, whether as a result of new information, future
events or circumstances, changes in expectations or otherwise except to the extent required by law.
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