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 25, 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 8.01 OTHER EVENTS.
On November 25, 2020, Ashford Hospitality Trust, Inc. (the “Company”) issued a press release announcing the closing of its previously commenced offers to exchange any and all shares of the Company’s 8.45% Series D Cumulative Preferred Stock, par value $0.01 per share, 7.375% Series F Cumulative Preferred Stock, par value $0.01 per share, 7.375% Series G Cumulative Preferred Stock, par value $0.01 per share, 7.50% Series H Cumulative Preferred Stock, par value $0.01 per share and 7.50% Series I Cumulative Preferred Stock, par value $0.01 per share for newly issued shares of the Company’s common stock, par value $0.01 (the “Common Stock”). In connection with the closing, the Company issued approximately 38,388,760 new shares of Common Stock, increasing the total number of shares of Common Stock outstanding to approximately 53,017,008 shares. A copy of the press release is filed herewith as Exhibit 99.1 and incorporated herein by reference.
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 25, 2020
|ASHFORD HOSPITALITY TRUST, INC.|
|By:||/s/ ROBERT G. HAIMAN|
|Robert G. Haiman|
|Executive Vice President, General Counsel & Secretary|