SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (date of earliest event reported): November 19, 2020
ASHFORD HOSPITALITY TRUST, INC.
(Exact name of registrant as specified in its charter)
|(State or other jurisdiction of incorporation or organization)||(Commission File Number)||(IRS employer identification number)|
|14185 Dallas Parkway, Suite 1100|
|(Address of principal executive offices)||(Zip code)|
Registrant’s telephone number, including area code: (972) 490-9600
(Former name or former address, if changed since last report)
Check the appropriated box if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14-a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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||Trading Symbol(s)||Name of each exchange on which registered|
|Common Stock||AHT||New York Stock Exchange|
|Preferred Stock, Series D||AHT-PD||New York Stock Exchange|
|Preferred Stock, Series F||AHT-PF||New York Stock Exchange|
|Preferred Stock, Series G||AHT-PG||New York Stock Exchange|
|Preferred Stock, Series H||AHT-PH||New York Stock Exchange|
|Preferred Stock, Series I||AHT-PI||New York Stock Exchange|
ITEM 7.01 REGULATION FD DISCLOSURE.
As previously disclosed, on October 1, 2020, Ashford Hospitality Trust, Inc. (the “Company”) received notification (the “Initial Letter”) from the New York Stock Exchange (the “NYSE”) that it was not in compliance with the continued listing standards set forth in the NYSE Listed Company Manual (the “Company Manual”). Specifically, the Initial Letter stated that the Company was not in compliance with Section 802.01B of the Company Manual, which requires a listed company to have an average market capitalization of not less than $50 million over a 30 trading-day period and, at the same time, stockholders’ equity of not less than $50 million.
On November 19, 2020, the NYSE sent a letter to the Company (the “Correction Letter”) stating that the NYSE had incorrectly stated in the Initial Letter that the Company was below compliance with the quantitative continued listing criteria for operating companies as set forth in Section 802.01B of the Company Manual. In the Correction Letter, the NYSE noted that in making its determination provided in the Initial Letter, the NYSE did not consider that the Company is a Real Estate Investment Trust (“REIT”) and that, given the Company’s REIT status, the quantitative continued listing standards for operating companies do not apply. Additionally, the NYSE stated in the Correction Letter that it intends to promptly remove the “.BC” indicator that has been appended to the Company’s symbol on the consolidated tape and on the NYSE website as a result of the Initial Letter.
On November 20, 2020, the Company issued a press release announcing its receipt of the Correction Letter, a copy of which press release is attached hereto as Exhibit 99.1.
The information in this Form 8-K and Exhibits attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
Number Exhibit Description
104 Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101).
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: November 20, 2020
|ASHFORD HOSPITALITY TRUST, INC.|
|By:||/s/ ROBERT G. HAIMAN|
|Robert G. Haiman|
|Executive Vice President, General Counsel & Secretary|