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Pursuant to Section 13 OR 15(d) of The

Securities Exchange Act of 1934


Date of Report (Date of earliest event reported): December 21, 2020





(Exact name of registrant as specified in its charter)




Maryland   001-31775   86-1062192

(State or other jurisdiction of

incorporation or organization)


(Commission file number)


(I.R.S. Employer Identification



14185 Dallas Parkway, Suite 1100    
Dallas, Texas   75254

(Address of principal executive


  (Zip Code)


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


(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:


¨Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


¨Soliciting material pursuant to Rule 14a-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))


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


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. ¨







Item 7.01Regulation FD Disclosure.


Ashford Hospitality Trust, Inc. (the “Company”) has been engaged in a process regarding a potential financing. The Company anticipates that any financing ultimately entered into may provide for (i) an initial loan of approximately $200 million or more, (ii) the issuance, as part of the consideration for the initial loan, of 19.9% of the Company’s issued and outstanding common stock or other comparable equity participation structures in lieu of upfront common stock or warrants, (iii) potential advances of additional loans at the Company’s election which would likely require, if drawn, the issuance of a substantial amount of additional shares of common stock, however, at this time the Company does not believe that such potential advances will be needed or drawn and (iv) interest rates with an amount and structure generally consistent with similar facilities for highly distressed borrowers. Any debt financing ultimately entered into may also include other provisions beneficial to lenders and consistent with similar facilities for highly distressed borrowers, including exit fees, minimum rates of return, or other provisions designed to provide lenders with their targeted rates of return. There can be no assurance that the Company will be successful in executing a binding agreement for any lending party to provide financing to the Company, and if a financing with a party is consummated, it may be on terms materially different than those indicated above. If we are unable to consummate a financing transaction as a result of this process, we estimate that our existing capital resources will only be sufficient to fund our operations into the early part of fiscal year 2021 and we would need to seek additional sources of capital, such as a potential bridge loan or asset sales, including hotels that the Company is currently marketing for sale. If we are unable to raise additional capital to fund our business, we may need to seek bankruptcy court protection.


The information in this Current Report 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.


Forward-Looking Statements


Certain statements and assumptions in this Current Report 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 Current Report 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 the Company’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 Company’s ability to complete a potential debt financing on terms similar to those described herein, or at all; the impact of the novel strain of coronavirus (COVID-19) on our business; the ability of the Company and the Company’s advisor, Ashford Inc., to continue as a going concern; the timing and outcome of the Securities and Exchange Commission’s investigation; our ability to repay, refinance or restructure our debt and the debt of certain of our subsidiaries; general volatility of the capital markets and the market price of our common stock and preferred stock; changes in our business or investment strategy; availability, terms and deployment of capital; availability of qualified personnel; changes in our industry and the market 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 the Company’s filings with the Securities and Exchange Commission.





The forward-looking statements included in this Current Report are only made as of the date of this Current Report. Investors should not place undue reliance on these forward-looking statements. We will not 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.







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.


  By: /s/ Robert G. Haiman
    Robert G. Haiman
    Executive Vice President, General Counsel & Secretary


Date: December 21, 2020