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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): June 7, 2021

 

 

 

ASHFORD HOSPITALITY TRUST, INC.

(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

Number)

 

14185 Dallas Parkway, Suite 1200    
Dallas, Texas   75254

(Address of principal executive

offices)

  (Zip Code)

 

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

N/A
(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 1.01Entry into a Material Definitive Agreement.

 

On June 7, 2021, Ashford Hospitality Trust, Inc. (the “Company”) entered into a Standby Equity Distribution Agreement (the “SEDA”) with YA II PN, Ltd., (“YA”), pursuant to which the Company will be able to sell up to 37,904,554 shares of its common stock (the “Commitment Amount”) at the Company’s request any time during the commitment period commencing on June 7, 2021, and terminating on the earliest of (i) the first day of the month next following the 36-month anniversary of the SEDA or (ii) the date on which YA shall have made payment of Advances (as defined in the SEDA) pursuant to the SEDA for Common Shares equal to the Commitment Amount. The shares would be purchased at (i) 95% of the Market Price (as defined below) if the applicable pricing period is two consecutive trading days or (ii) 96% of the Market Price if the applicable pricing period is five consecutive trading days, and, in each case, would be subject to certain limitations, including that YA could not purchase any shares that would result in it owning more than 4.99% of the Company’s common stock. “Market Price” shall mean the lowest daily VWAP (as defined below) of the Company’s common stock during the two or five consecutive trading days, as applicable, commencing on the trading day following the date the Company submits an advance notice to YA. “VWAP” means, for any trading day, the daily volume weighted average price of the Company’s common stock for such date on the principal market as reported by Bloomberg L.P. during regular trading hours.

 

Pursuant to the SEDA, we are required to register all shares which YA may acquire and the Company shall file with the Securities and Exchange Commission a registration statement on Form S-11, registering all of the shares of the Company’s common stock that are to be offered and sold to YA pursuant to the SEDA.

 

Pursuant to the SEDA, we currently intend to use the net proceeds from any sale of the shares for working capital purposes, including the repayment of outstanding debt. There are no other restrictions on future financing transactions. The SEDA does not contain any right of first refusal, participation rights, penalties or liquidated damages. We are not required to pay any additional amounts to reimburse or otherwise compensate YA in connection with the transaction except for a $5,000 structuring fee.

 

YA has agreed that neither it nor any of its affiliates shall engage in any short-selling or hedging of the Company’s common stock, subject to certain limited exceptions.

 

The foregoing is a summary description of certain terms of the SEDA. For a full description of all terms, please refer to the copy of the SEDA that is filed herewith as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. All readers are encouraged to read the entire text of the SEDA.

 

Item 3.02Unregistered Sale of Equity Securities.

 

Based in part upon the representations of YA in the SEDA, the offering of the Company to sell shares of its common stock equal to the Commitment Amount to YA was exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”). YA represented that it is an accredited investor, as such term is defined in Rule 501(a)(3) of Regulation D under the Securities Act, and that it is acquiring the shares for investment purposes only and not with a view to any resale, distribution or other disposition of shares in violation of the United States federal securities laws.

 

 

 

 

Item 9.01Financial Statements and Exhibits.

 

(d)       Exhibits

 

Exhibit No.   Description
10.1   Standby Equity Distribution Agreement, dated as of June 7, 2021, by and between Ashford Hospitality Trust, Inc. and YA II PN, Ltd.
104   Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101).

 

 

 

 

SIGNATURES

 

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.

 

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

 

Date: June 8, 2021

 

 

 

Co-Registrant Preferred Label Common Stock
Co-Registrant Preferred Label Preferred Stock, Series D
Co-Registrant Preferred Label Preferred Stock, Series F
Co-Registrant Preferred Label Preferred Stock, Series G
Co-Registrant Preferred Label Preferred Stock, Series H