DALLAS, Nov. 25, 2020 /PRNewswire/ -- Ashford Hospitality
Trust, Inc. (NYSE: AHT) ("Ashford Trust" or the "Company") today
announced the closing of its previously commenced offers to
exchange (each an "Exchange Offer" and collectively the "Exchange
Offers") any and all shares of the Company's 8.45% Series D
Cumulative Preferred Stock, par value $0.01 per share (the "Series D Preferred Stock"),
7.375% Series F Cumulative Preferred Stock, par value $0.01 per share (the "Series F Preferred Stock"),
7.375% Series G Cumulative Preferred Stock, par value $0.01 per share (the "Series G Preferred Stock"),
7.50% Series H Cumulative Preferred Stock, par value $0.01 per share (the "Series H Preferred Stock")
and 7.50% Series I Cumulative Preferred Stock, par value
$0.01 per share (the "Series I
Preferred Stock", and together with the Series D Preferred Stock,
the Series F Preferred Stock, the Series G Preferred Stock and the
Series H Preferred Stock, the "Preferred Stock") for newly issued
shares of the Company's common stock, par value $0.01 (the "Common Stock"). As previously
announced, the Exchange Offers expired at 5:00 p.m., New York
City time, on November 20,
2020.
Approximately 30% of the Preferred Stock (38,388,760 shares)
participated in the Exchange Offers, broken out as follows:
- Approximately 24% of the Series D Preferred Stock (575,382
shares) participated in the Exchange Offer for the Series D
Preferred Stock. 1,814,011 shares of Series D Preferred Stock
remain outstanding;
- Approximately 37% of the Series F Preferred Stock (1,754,738
shares) participated in the Exchange Offer for the Series F
Preferred Stock. 3,045,262 shares of Series F Preferred Stock
remain outstanding;
- Approximately 27% of the Series G Preferred Stock (1,662,813
shares) participated in the Exchange Offer for the Series G
Preferred Stock. 4,537,187 shares of Series G Preferred Stock
remain outstanding;
- Approximately 27% of the Series H Preferred Stock (1,029,026
shares) participated in the Exchange Offer for the Series H
Preferred Stock. 2,770,974 shares of Series H Preferred Stock
remain outstanding; and
- Approximately 34% of the Series I Preferred Stock (1,857,747
shares) participated in the Exchange Offer for the Series I
Preferred Stock. 3,542,253 shares of Series I Preferred Stock
remain outstanding.
Each holder of Preferred Stock who tendered their shares into
the Exchange Offers received 5.58 shares of newly issued Common
Stock for each share of Preferred Stock. Any shares of Preferred
Stock that did not participate in the Exchange Offers remain
outstanding.
Where You Can Find Additional Information
In connection with the Exchange Offers (which expired at
5:00 p.m., New York City time, on November 20, 2020), the Company filed a
registration statement on Form S-4 (as amended from time to time,
the "Registration Statement") 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 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 were entitled to vote (as amended, the "Proxy
Statement").
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.
* * * * *
Ashford Hospitality Trust is a real estate investment trust
(REIT) focused on investing predominantly in upper upscale,
full-service hotels.
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. Forward-looking
statements in this press release 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 and 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 New York Stock Exchange
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 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 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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SOURCE Ashford Hospitality Trust, Inc.