Filed Pursuant to Rule 424(b)(3)
Registration No. 333-257192
Prospectus Supplement No. 1
(To Prospectus dated July 1, 2021)
ASHFORD HOSPITALITY TRUST, INC.
This is Prospectus Supplement No. 1 (this “Prospectus
Supplement”) to our Prospectus, dated July 1, 2021 (the “Prospectus”), relating to the offer and sale of
up to 40,093,080 shares of common stock, par value $0.01 (“Common Stock”), of Ashford Hospitality Trust, Inc. (the
“Company”), by Seven Knots, LLC. 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 July 16, 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 16 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 July
16, 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): July 12, 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)
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(Commission
File Number)
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(IRS. Employer
Identification No.)
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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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(972) 490-9600
(Registrant’s
telephone number, including area code)
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
communication 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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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 pursuant to Section 13(a) of the Exchange Act. ¨
Item 1.01 Entry into a Material Definitive Agreement.
On July 16, 2021, Ashford Hospitality Trust, Inc., a Maryland
corporation (the “Company”), completed a one-for-ten (the “Split Ratio”) reverse stock split of the outstanding
shares of common stock, par value $0.01 per share, of the Company (the “Reverse Stock Split”), effective after the close of
business on July 16, 2021.
In connection with the Reverse Stock Split, on July 16, 2021,
Ashford OP General Partner LLC, a Delaware limited liability company and a wholly-owned subsidiary of the Company, executed Amendment
No. 9 to the Seventh Amended and Restated Agreement of Limited Partnership (the “Partnership Agreement Amendment”) of
Ashford Hospitality Limited Partnership, the Company’s operating partnership (“Ashford Trust OP”), for the purpose of
changing and reclassifying the issued and outstanding Partnership Units (as defined in the Partnership Agreement Amendment) consistent
with the Split Ratio (the “Reverse Unit Split”), effective after the close of business on July 16, 2021. As a result
of the Reverse Unit Split, the number of outstanding Partnership Units of Ashford Trust OP was reduced to approximately 402,222 units.
The summary of the Partnership Agreement Amendment 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 Partnership Agreement Amendment,
which is filed as Exhibit 10.1 hereto and incorporated by reference herein.
Item 3.03 Material Modifications to Rights of Security Holders.
The disclosure set forth under Items 5.02, 5.03 and 8.01 below is incorporated
herein by reference.
Item 5.02 Departure of Directors or Principal Officers; Election
of Directors; Appointment of Principal Officers; Compensatory Arrangements Of Certain Officers.
(e) The Board of Directors of the Company
approved an amendment (the “Plan Amendment”) to the 2021 Stock Incentive Plan of Ashford Hospitality Trust, Inc. (the
“Plan”), effective July 16, 2021. The Plan Amendment ratably adjusted the aggregate number of shares of common stock
issuable under the Plan to reflect the Reverse Stock Split. Equity and equity-based awards outstanding under the Plan have also been ratably
adjusted to reflect the Reverse Stock Split.
The description of the Plan Amendment contained in this Item 5.02 is
qualified in its entirety by reference to the full text of the Plan Amendment, which is filed as Exhibit 10.2 hereto and is incorporated
by reference herein.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change
in Fiscal Year.
The disclosure set forth under Item 8.01 below
is incorporated herein by reference.
On July 12, 2021, the Company filed Articles of Amendment to the
Company’s charter (the “Articles of Amendment”) with the State Department of Assessments and Taxation of Maryland to
effect the Reverse Stock Split. Pursuant to the Articles of Amendment, effective as of 11:59 p.m. on July 16, 2021, each outstanding
share of the Company’s common stock, par value $0.01 per share, will automatically combine into 1/10th of share
of common stock, par value $0.01 per share. If the Reverse Stock Split would result in the issuance of a fraction of a share of common
stock, such fractional share shall be rounded down to the nearest full share and the Company shall pay the holder otherwise entitled to
such fraction a sum in cash in an amount equal to the relevant percentage of the amount received per share upon the sale in one or more
open market transactions of the aggregate of all such fractional shares. As a result of the Reverse Stock Split, the number of outstanding
shares of common stock of the Company will be reduced to approximately 26.5 million shares.
Each stockholder’s percentage ownership in the Company and proportional
voting power remains unchanged after the Reverse Stock Split, except for minor changes resulting from the payment of cash for fractional
shares. The rights and privileges of stockholders are unaffected by the Reverse Stock Split. There will be no change to the number of
authorized shares of the Company’s common stock as a result of the Reverse Stock Split.
The foregoing summary of the Articles of Amendment does not purport
to be complete and is qualified in its entirety by reference to the full text of the Articles of Amendment, a copy of which is attached
hereto as Exhibit 3.1 and incorporated herein by reference.
Item 7.01 Regulation FD Disclosure.
On July 16, 2021,
the Company issued a press release announcing the completion of the Reverse Stock Split. A copy of the press release is attached as Exhibit 99.1
and is incorporated herein by reference.
The information under
Item 7.01 of this Form 8-K and Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18
of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that
Section, nor shall it be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except
as shall be expressly set forth by specific reference in such a filing.
Item 8.01 Other Events.
As previously announced, the Company completed
a one-for-ten Reverse Stock Split of the outstanding shares of its common stock, effective after the close of business on July 16,
2021. As a result of the Reverse Stock Split, there are 26,514,061 shares of common stock of the Company issued and outstanding.
Item
9.01 Financial Statements and Exhibits.
(d) Exhibits
SIGNATURE
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.
Dated: July 16, 2021
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ASHFORD HOSPITALITY TRUST, INC.
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By:
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/s/ Jim Plohg
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Jim Plohg
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Division General Counsel
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Exhibit 3.1
ARTICLES OF AMENDMENT
ASHFORD HOSPITALITY TRUST, INC.
(the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the
State of Maryland, DOES HEREBY CERTIFY to the State Department of Assessments and Taxation of Maryland that:
FIRST: The
charter of the Corporation is hereby amended by changing and reclassifying each of the shares of Common Stock (par value $0.01 per share)
of the Corporation, which is issued and outstanding at the close of business on the effective date of this amendment, into one-tenth of
a share of Common Stock (par value $0.01 per share) and by transferring from the common stock account to the additional paid-in capital
account $0.01 with respect to each share which will no longer remain outstanding after this change and reclassification, such change,
reclassification and combination to be made as a 1-for-10 reverse stock split, and that no fractional shares of Common Stock will be or
remain issued to any stockholder who, after giving effect to such reverse stock split, would otherwise have owned any fraction of a share
of Common Stock and, if such reverse stock split would result in a fractional number of shares of Common Stock, such fractional share
shall be rounded down to the nearest full share and pay the holder otherwise entitled to such fraction a sum in cash in an amount equal
to the relevant percentage of the amount received per share upon the sale in one or more open market transactions of the aggregate of
all such fractional shares.
SECOND: The
directors of the Corporation, at a meeting duly noticed and held, adopted and approved the foregoing amendment by the vote required under
Maryland law and the charter and bylaws of the Corporation. Pursuant to Section 2-309(e) of the Corporations and Associations
Article of the Annotated Code of Maryland, stockholder approval of this charter amendment is not required.
THIRD: The
Corporation has a class of equity securities registered under the Securities Exchange Act of 1934, as amended.
FOURTH: These
Articles of Amendment shall become effective at 11:59 p.m. on July 16, 2021.
IN WITNESS WHEREOF, on this
12th day of July, 2021, the Corporation has caused these Articles of Amendment to be executed and acknowledged in its name and on its
behalf by its President and Chief Executive Officer and attested to by its Chief Financial Officer; and the President and Chief Executive
Officer acknowledges that these Articles of Amendment are the act of the Corporation, and the President and Chief Executive Officer further
acknowledges that, as to all matters or facts set forth herein that are required to be verified under oath, such matters and facts are
true in all material respects to the best of his knowledge, information and belief, and that this statement is made under the penalties
for perjury.
ASHFORD HOSPITALITY TRUST, INC.
By:
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/s/ J. Robison Hays III
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J. Robison Hays III, President and Chief Executive Officer
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ATTEST:
By:
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/s/ Deric Eubanks
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Deric Eubanks
Chief Financial Officer
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Exhibit 10.1
AMENDMENT NO. 9
TO
SEVENTH AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP
OF
ASHFORD HOSPITALITY LIMITED PARTNERSHIP
July 16, 2021
This Amendment No. 9
to the Seventh Amended and Restated Agreement of Limited Partnership of Ashford Hospitality Limited Partnership (this “Amendment”)
is made as of July 16, 2021, by Ashford OP General Partner LLC, a Delaware limited liability company, as general partner (the “General
Partner”) of Ashford Hospitality Limited Partnership, a Delaware limited partnership (the “Partnership”),
pursuant to the authority granted in Section 11.1(b) of Seventh Amended and Restated Agreement of Limited Partnership
of Ashford Hospitality Limited Partnership, dated April 14, 2016, as amended by Amendment No. l thereto dated as of July 13,
2016, Amendment No. 2 thereto dated October 18, 2016, Amendment No. 3 thereto dated as of August 25, 2017, Amendment
No. 4 thereto dated as of November 17, 2017, Amendment No. 5 thereto dated as of December 13, 2017, Amendment No. 6
thereto dated as of February 26, 2019, Amendment No. 7 thereto dated as of July 15, 2020 and Amendment No. 8 thereto
dated as of December 9, 2020 (the “Partnership Agreement”), for the purpose of changing and reclassifying
Partnership Units. Capitalized terms used and not defined herein shall have the meanings set forth in the Partnership Agreement.
WHEREAS, the Board of Directors
of Ashford Hospitality Trust, Inc. (the “Corporation”) and a duly authorized committee thereof each adopted
resolutions on June 28, 2021 (i) changing and reclassifying each of the shares of common stock, par value $0.01 per share (“Common
Stock”), of the Corporation, which is issued and outstanding at the close of business on the effective date of this amendment,
into one-tenth of a share of Common Stock (par value $0.01 per share) and (ii) transferring from the common stock account to the
additional paid-in capital account $0.01 with respect to each share which will no longer remain outstanding after this change and reclassification,
such change, reclassification and combination to be made as a 1-for-10 (the “Split Ratio”) reverse stock split,
and that no fractional shares of Common Stock will be or remain issued to any stockholder who, after giving effect to such reverse stock
split, would otherwise have owned any fraction of a share of Common Stock and, if such reverse stock split would result in a fractional
number of shares of Common Stock, such fractional share shall be rounded down to the nearest full share and the Corporation shall pay
the holder otherwise entitled to such fraction a sum in cash in an amount equal to the relevant percentage of the amount received per
share upon the sale in one or more open market transactions of the aggregate of all such fractional shares (the “Reverse Stock
Split”);
WHEREAS, Section 11.1(b) of
the Partnership Agreement permits the General Partner to amend the Partnership Agreement without the approval of any other Partner if
such amendment is to amend and restate Exhibit A thereto;
WHEREAS, the General Partner
has determined that, in connection with the Reverse Stock Split, it is necessary and desirable to amend the Partnership Agreement to change
and reclassify the issued and outstanding Partnership Units consistent with the Split Ratio (the “Reverse Unit Split”);
and
WHEREAS, the General Partner
desires to so amend the Partnership Agreement as of the date first set forth above.
NOW, THEREFORE, in consideration
of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which hereby are acknowledged, the General
Partner hereby amends the Partnership Agreement as follows:
1. The
Partnership Agreement is hereby amended to replace Exhibit A thereto with a revised Exhibit A to reflect the Reverse
Unit Split.
2. Except
as modified herein, all terms and conditions of the Partnership Agreement shall remain in full force and effect, which terms and conditions
the General Partner hereby ratifies and confirms.
3. This
Amendment shall be construed and enforced in accordance with and governed by the laws of the State of Delaware, without regard to conflicts
of law.
4. If
any provision of this Amendment is or becomes invalid, illegal or unenforceable in any respect, the validity, legality and enforceability
of the remaining provisions contained herein shall not be affected thereby.
(The remainder of this page intentionally
left blank.)
IN WITNESS WHEREOF, the undersigned
has executed this Amendment as of the date first set forth above.
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GENERAL PARTNER:
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Ashford OP General Partner LLC,
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a Delaware limited liability company, as General
Partner of Ashford Hospitality Limited Partnership
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By:
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/s/ Alex Rose
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Name:
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Alex Rose
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Title:
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Executive Vice President, General Counsel and Secretary
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Signature Page to Amendment
No. 9 to Seventh Amended and Restated LP Agreement of Ashford Hospitality Limited Partnership
Exhibit
10.2
AMENDMENT
NO. 1
to the
2021 STOCK INCENTIVE PLAN
of
ASHFORD HOSPITALITY TRUST, INC.
July 16,
2021
This
Amendment No. 1 (this “Amendment”) to the 2021 Stock Incentive Plan of Ashford Hospitality Trust, Inc.
(the “Company”) is hereby adopted by the Board of Directors of the Company (the “Board”),
effective as of the date first referenced above.
WHEREAS,
the 2021 Stock Incentive Plan of Ashford Hospitality Trust, Inc. (the “Plan”) was authorized and approved
by the stockholders of the Company and adopted for and on behalf of the Company by the Board in May 2021;
WHEREAS,
as of the date first set forth above, the Company has effectuated a 1-for-10 reverse stock split (the “Reverse Split”)
of the shares of the Company’s common stock, par value $0.01 per share (“Common Stock”);
WHEREAS,
pursuant to Article 1.2(b) of the Plan, in the event of a recapitalization, stock split, reverse stock split, reorganization,
merger, consolidation, split-up, split-off, spin-off, combination, repurchase or exchange of shares of Common Stock or other securities
of the Company, issuance of warrants or other rights to acquire shares of Common Stock or other securities of the Company or other similar
corporate transaction or event that affects the shares of Common Stock , a proportionate substitution or adjustment shall be made
to (i) the Share Limit (as defined in the Plan) or any other limit applicable under the Plan with respect to the number of
awards which may be granted hereunder; (ii) the number of shares of Common Stock or other securities of the Company (or number and
kind of other securities or other property) which may be issued in respect of awards or with respect to which awards may be granted under
the Plan; and (C) the terms of any outstanding award; and
WHEREAS,
the Board wishes to amend the Plan to ratably adjust the Share Limit (as defined in the Plan) to reflect the Reverse Split.
NOW,
THEREFORE, BE IT RESOLVED,
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1.
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Article 1.2(a) of
the Plan is hereby amended to change the maximum number of shares of Common Stock (as defined
in the Plan) that may be issued thereunder from 5,300,000 to 530,000.
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2.
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Except
as modified herein, all terms and conditions of the Plan shall remain in full force and effect.
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3.
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This
Amendment shall be construed and enforced in accordance with and governed by the laws of
the State of Maryland, without regard to conflicts of law.
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4.
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If
any provision of this Amendment is or becomes invalid, illegal or unenforceable in any respect,
the validity, legality and enforceability of the remaining provisions contained herein shall
not be affected thereby.
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Exhibit 99.1
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NEWS
RELEASE
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Contact:
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Deric Eubanks
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Jordan Jennings
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Joseph Calabrese
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Chief Financial
Officer
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Investor
Relations
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Financial
Relations Board
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(972) 490-9600
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(972) 778-9487
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(212) 827-3772
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ASHFORD
TRUST COMPLETES REVERSE STOCK SPLIT
DALLAS,
July 16, 2021 -- Ashford Hospitality Trust, Inc. (NYSE: AHT) (“Ashford Trust” or the “Company”) announced
today that it completed a reverse split of the Company’s common stock at a ratio of 1-for-10.
After
the close of business on July 16, 2021, the effective date of the reverse stock split, each share of the Company’s issued
and outstanding common stock and equivalents was converted into 1/10th of a share of the Company’s common stock. As a result of
the reverse split, the number of outstanding shares of common stock was reduced from approximately 265.1 million shares to approximately
26.5 million shares. The reverse stock split will affect all stockholders proportionally and will not affect any stockholder’s
ownership percentage of shares of the Company’s common stock, except for minor changes resulting from the payment of cash for fractional
shares.
As
of market open on July 19, 2021, the Company’s common stock will commence trading on a split-adjusted basis on the New York
Stock Exchange (the “NYSE”). The common stock will continue to trade on the NYSE under the symbol “AHT” but will
trade under a new CUSIP number. By implementing a reverse stock split, the Company and its Board of Directors believes it can realize
increased incremental demand for both its common stock and its options while also making the Company’s shares more attractive to
a broader range of potential long-term institutional investors, individual investors, and buy-side analysts.
Ashford
Trust’s stockholders should contact their broker or Ashford Trust’s transfer agent, Computershare, at (800) 546-5141, for
any necessary assistance relating to the reverse stock split.
On
July 16, 2021, the Company also completed a reverse split of the partnership units of Ashford Hospitality Limited Partnership, the
Company’s operating partnership (“Ashford Trust OP”), at a ratio of 1-for-10. As a result of such reverse split, the
number of outstanding partnership units of Ashford Trust OP was reduced from approximately 4.0 million units to approximately 402,222
units.
*
* * * *
Ashford
Hospitality Trust is a real estate investment trust (REIT) focused on investing predominantly in upper upscale, full-service hotels.
Follow
CEO Rob Hays on Twitter at https://twitter.com/aht_rob or @aht_rob.
Forward-Looking
Statements
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 COVID-19, and the rate of adoption and efficacy of vaccines to prevent
COVID-19, on our business and investment strategy; the timing and outcome of the Securities and Exchange Commission’s investigation;
our ability to regain S-3 eligibility; our ability to repay, refinance or restructure our debt and the debt of certain of our subsidiaries;
anticipated or expected purchases or sales of assets; our projected operating results; completion of any pending transactions; our understanding
of our competition; market trends; projected capital expenditures; the impact of technology on our operations and business; general volatility
of the capital markets and the market price of our common stock and preferred stock; availability, terms and deployment of capital; availability
of qualified personnel; changes in our industry and the markets 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. Such forward-looking statements
are based on our beliefs, assumptions, and expectations of our future performance taking into account all information currently known
to us. These beliefs, assumptions, and expectations can change as a result of many potential events or factors, not all of which are
known to us. If a change occurs, our business, financial condition, liquidity, results of operations, plans, and other objectives may
vary materially from those expressed in our forward-looking statements. You should carefully consider this risk when you make an investment
decision concerning our securities. Investors should not place undue reliance on these forward-looking statements. The Company can give
no assurance that these forward-looking statements will be attained or that any deviation will not occur. We are not obligated to 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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