Filed Pursuant to Rule 424(b)(3)
 Registration No. 333-251282
Prospectus Supplement No. 8
(To Prospectus dated December 22, 2020, as amended
by
Prospectus Supplement No. 1 dated December 28,
2020,
Prospectus Supplement No. 2 dated December 30,
2020,
Prospectus Supplement No. 3 dated January 4, 2021,
Prospectus Supplement No. 4 dated January 5, 2021
Prospectus Supplement No. 5 dated January 6, 2021
Prospectus Supplement No. 6 dated January 7, 2021
and
Prospectus Supplement No. 7 dated January 15, 2021)
ASHFORD HOSPITALITY TRUST, INC.
This is Prospectus Supplement No. 8
(this “Prospectus Supplement”) to our Prospectus, dated December 22, 2020, as amended by Prospectus Supplement
No. 1, dated December 28, 2020, Prospectus Supplement No. 2, dated December 30, 2020, Prospectus Supplement
No. 3, dated January 4, 2021, Prospectus Supplement No. 4, dated January 5, 2021, Prospectus Supplement No. 5,
dated January 6, 2021, Prospectus Supplement No. 6, dated January 7, 2021, and Prospectus Supplement No. 7
dated January 15, 2021 (as amended, the “Prospectus”), relating to the offer and sale of up to 10,598,099
shares of common stock, par value $0.01 (“Common Stock”), of Ashford Hospitality Trust, Inc. (the “Company”),
by Lincoln Park Capital Fund, LLC (“Lincoln Park”). Terms used but not defined in this Prospectus Supplement
have the meanings ascribed to them in the Prospectus.
We have attached to this Prospectus Supplement
our current report on Form 8-K filed January 15, 2021. The attached information updates and supplements, and should be
read together with, the Prospectus, as supplemented from time to time.
Investing in our Common Stock involves
a high degree of risk. You should review carefully the risks and uncertainties described under the heading “Risk Factors”
beginning on page 14 of the Prospectus, and under similar headings in any amendments or supplements to the Prospectus.
Neither the Securities and Exchange
Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy
of the Prospectus. Any representation to the contrary is a criminal offense.
The date of this Prospectus Supplement is
January 15, 2021.
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): January 15, 2021
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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(IRS 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
Not Applicable
(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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Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b))
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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
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Entry into a Material Definitive Agreement
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Credit Agreement
On
January 15, 2021, Ashford Hospitality Trust, Inc. (“Ashford Trust” or the “Company”) and
Ashford Hospitality Limited Partnership, an indirect subsidiary of Company (the “Borrower”) entered into a Credit
Agreement (the “Credit Agreement”) with certain funds and accounts managed by Oaktree Capital Management, L.P.
(the “Lenders”) and Oaktree Fund Administration, LLC, as administrative agent (the “Administrative
Agent”). The Credit Agreement provides that, subject to the conditions set forth therein, the Lenders will make available
to the Borrower a senior secured term loan facility comprising of (a) initial term loans (the “Initial Term Loan”)
in an aggregate principal amount of $200,000,000, (b) initial delayed draw term loans in an aggregate principal amount of up to
$150,000,000 (the “Initial DDTL”) and (c) additional delayed draw term loans in an aggregate principal amount
of up to $100,000,000 (the “Additional DDTL,” and together with the Initial Term Loan and the Initial DDTL,
collectively, the “Loans”), in each case to fund general corporate operations of the Company and its
subsidiaries.
The Loans
under the Credit Agreement will bear interest (a) with respect to the Initial Term Loan and the Initial DDTL, at an annual rate
equal to 16% for the first two years, reducing to 14% thereafter and (b) with respect to the Additional DDTL, at an annual rate
equal to 18.5% for the first two years, reducing to 16.5% thereafter. Interest payments on the Loans will be due and payable in
arrears on the last business day of March, June, September and December of each calendar year and the Maturity Date (as defined
below). For the first two years following the closing of the Credit Agreement, the Borrower will have the option to pay accrued
interest “in kind” by adding such amount of accrued interest to the outstanding principal balance of the Loans (such
interest, “PIK Interest”). The initial maturity date of the Credit Agreement (the “Maturity Date”)
shall be three years, with two optional one-year extensions subject to satisfaction of certain terms and conditions. The Lenders
shall, subject to certain terms, have the ability to make protective advances to the Borrower pursuant to the terms of the Credit
Agreement to cure defaults with respect to mortgage and mezzanine-level indebtedness of subsidiaries of the Borrower having principal
balances in excess of $400,000,000.
The Loans
under the Credit Agreement are subject to prepayment with the net cash proceeds of certain events including asset sales, casualty
events, excess proceeds from refinancings of property-level debt and the issuance of indebtedness that is not permitted to be incurred
under the Credit Agreement, in certain cases subject to the right of the Borrower to reinvest such net cash proceeds in assets
useful to the business or use a portion thereof to fund operating shortfalls at property-level subsidiaries. The Borrower will
pay certain customary fees and expenses in connection with the funding of the Loans under the Credit Agreement. Certain prepayments
or repayments of the Loans are subject to prepayment premiums as described in the Credit Agreement, including a customary make-whole
premium in respect of prepayments made within the first 24 months after the closing of the Credit Agreement.
The
Credit Agreement contains certain customary affirmative and negative covenants, subject to certain carve-outs and exceptions,
including restrictions upon the ability of the Company to incur debt and liens, make investments and dispositions, and a covenant
to maintain not less than $50,000,000 in unrestricted cash. The Credit Agreement also contains customary events of default including
(subject to customary grace periods and materiality qualifiers), among others, (a) the failure to re-pay the Loans made under the
Credit Agreement when due, (b) the failure to perform or observe any term, covenant or agreement contained in the Credit Agreement
and accompanying documents, (c) cross-default to indebtedness of the Borrower having an aggregate principal amount of more than
$40,000,000, (d) cross-acceleration to indebtedness of property-level subsidiaries having an aggregate principal amount in excess
of $400,000,000 and (e) the institution of insolvency proceedings.
The Company
and certain of its subsidiaries that are guarantors have granted liens on substantially all of their assets to the Lenders to secure
the obligations under the Credit Agreement, subject to certain exceptions and permitted liens.
Upon the
earliest of the repayment in full of the Loans, the final maturity of the Loans under the Credit Agreement or the acceleration
of the Loans after an event of default, the Lenders will be entitled to an exit fee (the “Exit Fee”), which,
at the election of the Lenders, will be satisfied by either the payment of a cash fee equal to (1) 15% of all Loans advanced plus
any outstanding capitalized PIK Interest (which may, subject to certain conditions, at the election of the company, be paid in
the form of common stock of the Company) or (2) warrants for the purchase of common stock of the Company equal to 19.9% of all
common stock outstanding on the closing date of the Credit Agreement plus 1% multiplied by the quotient obtained by dividing the
aggregate amount of all Initial DDTL advances made under the Credit Agreement by $10 million, subject to additional adjustments
and conditions as more fully described in the Credit Agreement and the Warrant Certificate included as Exhibit B thereto.
The foregoing
description of the Credit Agreement and the transactions contemplated thereby does not purport to be complete and is subject to,
and qualified in its entirety by, the full text of the Credit Agreement, a copy of which is attached to hereto as Exhibit 10.1,
and is incorporated herein by reference.
Investor Agreement
In connection
with the transactions contemplated by the Credit Agreement, on January 15, 2021, Ashford Trust entered into an Investor Agreement
(the “Investor Agreement”) with the Lenders. The Investor Agreement sets forth various arrangements and restrictions
with respect to the parties, including, among others, the following:
Board
Observers. Until the later of (a) such time as the Loans have been repaid in full and (b) the Lenders beneficially own,
in the aggregate, warrants, shares of common stock, par value $0.01 per share, of Ashford Trust (“Common Stock”)
or common units of limited partnership interests in the Borrower (“Common Partnership Units”), in each case
solely to the extent issued in connection with the payment of the Exit Fee, representing (or convertible, exchangeable, redeemable
or exerciseable into) less than fifteen percent (15%) of the total number of shares of Common Stock on a fully diluted basis, the
Lenders shall have the right to appoint two (2) observers to the board of directors of Ashford Trust (the “Board”),
subject to certain limitations as more fully described in the Investor Agreement.
Standstill. The Investor Agreement includes customary standstill provisions
which require that, until the later of (a) such time as the Loans have been repaid in full and the Exit Fee has been paid and (b) the
Lenders beneficially own, in the aggregate, warrants, shares of Common Stock, or Common Partnership Units, representing (or convertible,
exchangeable, redeemable or exerciseable into) less than ten percent (10%) of the total number of shares of Common Stock on a fully
diluted basis, the Lenders will not at any time, nor will they cause or permit any of their affiliates (other than certain excluded
affiliates) to (i) acquire shares of Common Stock or securities convertible, exchangeable, redeemable or exercisable into shares
of Common Stock or (ii) take certain actions related to, or advise, assist or encourage others to take actions related to, mergers,
tender offers, exchange offers, business combinations, restructurings or other extraordinary transactions, and will refrain from
taking certain actions related to the calling of meetings, solicitation of proxies, making of proposals or director nominations
and other actions of stockholders. The standstill provisions shall terminate thirty (30) days following an uncured event of default
under the Credit Agreement or upon the occurrence of a Fundamental Change Event (as defined in the Investor Agreement).
Voting.
During the period the Lenders have the right to appoint observers to the Board, they shall cause all shares of Common Stock held
to be voted, or following the date the Lenders cease having the right to appoint observers to the Board, they shall cause all shares
of Common Stock that represent in excess of nine and eight-tenths percent (9.8%) of the outstanding shares of Common Stock of Ashford
Trust to be voted, in each case, (x) in favor of all persons nominated to serve as directors by the Board and against all persons
who have not been recommended by the Board and (y) otherwise in accordance with the recommendation of the Board with respect to
all other actions, proposals or matters to be voted upon by the stockholders of Ashford Trust. The voting agreements shall terminate
thirty (30) days following an uncured event of default under the Credit Agreement or upon the occurrence of a Fundamental Change
Event.
Anti-Takeover
Covenants. Until the later of (a) such time as the Loans have been repaid in full and (b) the Lenders beneficially own,
in the aggregate, warrants, shares of Common Stock, or Common Partnership Units, representing (or convertible, exchangeable, redeemable
or exerciseable into) less than ten percent (10%) of the total number of shares of Common Stock on a fully diluted basis, Ashford
Trust will not adopt a stockholders rights plan or similar form of “poison pill” arrangement or elect or cause the
Company to be subject to any applicable state anti-takeover law, in each case except to the extent the Lenders and their affiliates
are expressly exempted.
Preemptive
Rights. The Investor Agreement provides the Lenders with a preemptive right in the event Ashford Trust issues and sells shares
of Common Stock in certain public offerings and private placements, as more fully described in the Investor Agreement.
The summary
of the Investor Agreement 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 Investor Agreement, which is filed as Exhibit 10.2 hereto and incorporated by reference herein.
Subordination and Non-Disturbance
Agreement
In connection
with the transactions contemplated by the Credit Agreement, on January 15, 2021, Ashford Trust entered into a Subordination and
Non-Disturbance Agreement (the “SNDA”) with Borrower, Ashford TRS Corporation, Ashford Inc., Ashford Hospitality
Advisors LLC, Remington Lodging & Hospitality, LLC, Premier Project Management, LLC, Lismore Capital II LLC (collectively with
Ashford Inc., Ashford Hospitality Advisors LLC, Remington Lodging & Hospitality, LLC, Premier Project Management, LLC, and
any other affiliate thereof, the “AINC Parties”) and the Administrative Agent pursuant to which the AINC Parties
agreed to subordinate to the prior repayment in full of all obligations under the Credit Agreement, (1) prior to the later of (i)
the second anniversary of the Credit Agreement and (ii) the date PIK Interest is paid in full, advisory fees (other than reimbursable
expenses) in excess of 80% of such fees paid during the fiscal year ended December 31, 2019, (2) any termination fee or liquidated
damages amounts under the advisory agreement, or any amount owed under any enhanced return funding program in connection with the
termination of the advisory agreement or sale or foreclosure of assets financed thereunder, and (3) any payments to Lismore Capital
II LLC in connection with the transactions contemplated by the Credit Agreement.
The summary of the SNDA 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 SNDA, which is filed as Exhibit 10.3 hereto and incorporated
by reference herein.
Item 2.03
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Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement
of a Registrant.
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The disclosure
in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
On January
15, 2021, Ashford Trust issued a press release announcing that it had entered into the Credit Agreement and the other agreements
contemplated thereby. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01
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Financial Statements and Exhibits.
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(d) Exhibits
Exhibit
No.
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Description
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10.1*
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Credit Agreement, dated as of January 15, 2021, by and among Ashford Hospitality Trust, Inc., Ashford Hospitality Limited Partnership, OPPS AHT Holdings, LLC, ROF8 AHT PT, LLC, Oaktree Phoenix Investment Fund AIF (Delaware), L.P., and Oaktree Fund Administration, LLC, as administrative agent
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10.2
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Investor Agreement, dated as of January 15, 2021, by and among Ashford Hospitality Trust, Inc., OPPS AHT Holdings, LLC and ROF8 AHT PT, LLC
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10.3
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Subordination and Non-Disturbance Agreement, dated as of January 15, 2021, by and among Oaktree Fund Administration, LLC as the Administrative Agent and collateral agent on behalf of the Lenders, Ashford Inc., Ashford Hospitality Advisors LLC, Ashford Hospitality Trust, Inc., Ashford Hospitality Limited Partnership, Ashford TRS Corporation, Remington Lodging & Hospitality, LLC, Premier Project Management, LLC and Lismore Capital II LLC
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99.1
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Press Release, dated January 15, 2021
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104
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Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101)
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* Certain of the schedules to the Credit Agreement have been omitted from this filing pursuant to Item 601(a)(5) of Regulation S-K. The Company will furnish copies of any such schedules to the Securities and Exchange Commission upon request.
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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 INC.
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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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Date: January 15, 2021
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