424B3 1 ahtnyse424b311-20x20.htm 424B3 Document

Filed Pursuant to Rule 424(b)(3)
 Registration No. 333-239961
Prospectus Supplement No. 5
(To Prospectus dated September 10, 2020,
as amended by Prospectus Supplement No. 1 dated October 2, 2020,
Prospectus Supplement No. 2 dated October 9, 2020,
Prospectus Supplement No. 3 dated October 26, 2020 and
Prospectus Supplement No. 4 dated November 10, 2020)

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ASHFORD HOSPITALITY TRUST, INC.
OFFER TO EXCHANGE
and
CONSENT SOLICITATION
The Exchange Offer and Consent Solicitation will expire at 5:00 p.m. New York City time, on November 20, 2020, unless earlier terminated or extended.
This is Prospectus Supplement No. 5 (this “Prospectus Supplement”) to our Prospectus, dated September 10, 2020, as amended by Prospectus Supplement No. 1, dated October 2, 2020, Prospectus Supplement No. 2, dated October 9, 2020, Prospectus Supplement No. 3, dated October 26, 2020 and Prospectus Supplement No. 4, dated November 10, 2020 (as amended, the “Prospectus”), relating to our Exchange Offer and Consent Solicitation. 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 November 20, 2020. The attached information updates and supplements, and should be read together with, the Prospectus, as supplemented from time to time.
Our Exchange Offers and the Consent Solicitation are subject to the conditions listed under “The Exchange Offers and the Consent Solicitation—Conditions of the Exchange Offers.” There are multiple conditions to the closing of the Exchange Offers that are beyond our control, and we cannot provide you any assurance that these conditions will be satisfied or that the Exchange Offers will close.
Exchanging your Preferred Stock for an investment in the Common Stock involves risks. See “Risk Factors” beginning on page 28 of the Prospectus and page S-3 of Prospectus Supplement No. 2 for a discussion of factors that you should consider in connection with the Exchange Offers and the Consent Solicitation.
Neither the Securities and Exchange Commission nor any state securities authority has approved or disapproved this transaction or these securities or determined the fairness or merits of this transaction or Prospectus/Consent Solicitation, or determined if this Prospectus/Consent Solicitation is truthful or complete. Any representation to the contrary is a criminal offense.
Dealer Manager and Solicitation Agent
RBC Capital Markets
The date of this Prospectus Supplement is November 20, 2020.



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): November 19, 2020

ASHFORD HOSPITALITY TRUST, INC.
(Exact name of registrant as specified in its charter)

Maryland001-3177586-1062192
(State or other jurisdiction of incorporation or organization)(Commission File Number)(IRS employer identification number)
14185 Dallas Parkway, Suite 1100
Dallas
Texas75254
(Address of principal executive offices)(Zip code)

Registrant’s telephone number, including area code: (972) 490-9600

Not Applicable
(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 classTrading Symbol(s)Name of each exchange on which registered
Common StockAHTNew York Stock Exchange
Preferred Stock, Series DAHT-PDNew York Stock Exchange
Preferred Stock, Series FAHT-PFNew York Stock Exchange
Preferred Stock, Series GAHT-PGNew York Stock Exchange
Preferred Stock, Series HAHT-PHNew York Stock Exchange
Preferred Stock, Series IAHT-PINew 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.

(d) Exhibits

Exhibit
Number     Exhibit Description

104    Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101).




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: November 20, 2020

ASHFORD HOSPITALITY TRUST, INC.
By:/s/ ROBERT G. HAIMAN
Robert G. Haiman
Executive Vice President, General Counsel & Secretary