Current Report Filing (8-k)
June 08 2021 - 6:05AM
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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): June 7, 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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(I.R.S. Employer Identification
Number)
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14185 Dallas Parkway, Suite 1200
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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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¨
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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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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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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. ¨
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Item 1.01
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Entry into a Material Definitive Agreement.
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On June 7, 2021, Ashford Hospitality
Trust, Inc. (the “Company”) entered into a Standby Equity Distribution Agreement (the “SEDA”) with YA II PN, Ltd.,
(“YA”), pursuant to which the Company will be able to sell up to 37,904,554 shares of its common stock (the “Commitment
Amount”) at the Company’s request any time during the commitment period commencing on June 7, 2021, and terminating on
the earliest of (i) the first day of the month next following the 36-month anniversary of the SEDA or (ii) the date on which YA shall
have made payment of Advances (as defined in the SEDA) pursuant to the SEDA for Common Shares equal to the Commitment Amount. The shares
would be purchased at (i) 95% of the Market Price (as defined below) if the applicable pricing period is two consecutive trading days
or (ii) 96% of the Market Price if the applicable pricing period is five consecutive trading days, and, in each case, would be subject
to certain limitations, including that YA could not purchase any shares that would result in it owning more than 4.99% of the Company’s
common stock. “Market Price” shall mean the lowest daily VWAP (as defined below) of the Company’s common stock during
the two or five consecutive trading days, as applicable, commencing on the trading day following the date the Company submits an advance
notice to YA. “VWAP” means, for any trading day, the daily volume weighted average price of the Company’s common stock
for such date on the principal market as reported by Bloomberg L.P. during regular trading hours.
Pursuant to the SEDA, we are
required to register all shares which YA may acquire and the Company shall file with the Securities and Exchange Commission a registration
statement on Form S-11, registering all of the shares of the Company’s common stock that are to be offered and sold to YA pursuant
to the SEDA.
Pursuant to the SEDA, we currently
intend to use the net proceeds from any sale of the shares for working capital purposes, including the repayment of outstanding debt.
There are no other restrictions on future financing transactions. The SEDA does not contain any right of first refusal, participation
rights, penalties or liquidated damages. We are not required to pay any additional amounts to reimburse or otherwise compensate YA in
connection with the transaction except for a $5,000 structuring fee.
YA has agreed that neither
it nor any of its affiliates shall engage in any short-selling or hedging of the Company’s common stock, subject to certain limited
exceptions.
The foregoing is a summary
description of certain terms of the SEDA. For a full description of all terms, please refer to the copy of the SEDA that is filed herewith
as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. All readers are encouraged to read the entire
text of the SEDA.
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Item 3.02
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Unregistered Sale of Equity Securities.
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Based in part upon the representations
of YA in the SEDA, the offering of the Company to sell shares of its common stock equal to the Commitment Amount to YA was exempt from
registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”). YA represented that
it is an accredited investor, as such term is defined in Rule 501(a)(3) of Regulation D under the Securities Act, and that it is acquiring
the shares for investment purposes only and not with a view to any resale, distribution or other disposition of shares in violation of
the United States federal securities laws.
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Item 9.01
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Financial Statements and Exhibits.
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(d) Exhibits
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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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: June 8, 2021
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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