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): January 10, 2020
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 1100 | ||
| 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)) |
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 2.02 Results of Operations and Financial Condition.
On January 10, 2020, Ashford Hospitality Trust, Inc. (the “Company”) announced that no incentive fee was earned by its advisor, Ashford Hospitality Advisors LLC (the “advisor”), a wholly-owned subsidiary of Ashford Inc., for 2019 under its Amended and Restated Advisory Agreement, dated as of June 10, 2015, by and among Ashford Hospitality Trust, Inc., Ashford Hospitality Limited Partnership, Ashford TRS Corporation, Ashford Inc. and Ashford Hospitality Advisors LLC (the “Advisory Agreement”), as amended.
Pursuant to the Advisory Agreement, the Company must pay the advisor an incentive fee that is measured annually. Each year that the Company’s annual total stockholder return exceeds the average annual total stockholder return for the Company’s peer group, as specified in the Advisory Agreement, the Company is obligated to pay the advisor an incentive fee over the following three years, subject to the FCCR Condition, as defined in the Advisory Agreement, which relates to the ratio of adjusted EBITDA to fixed charges. For additional details regarding the calculation of the incentive fee, see the full text of the Advisory Agreement, a copy of which is filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K dated June 12, 2015, and the Enhanced Return Funding Program Agreement and Amendment No. 1 to the Amended and Restated Advisory Agreement, dated June 26, 2018, a copy of which is filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K dated June 26, 2018, each of which is incorporated herein by reference.
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.
Forward Looking Statements
Certain statements and assumptions in this current report on Form 8-K contain or are based upon “forward-looking” information and are being made pursuant to the safe harbor provisions of the federal securities regulations. Forward looking statements in this press release may include, among others, statements about the Company’s strategy and future plans. 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: general conditions of the capital markets and the market price of our common 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; our ability to successfully complete and integrate acquisitions, and manage our planned growth, 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 press release are only made as of the date of this current report on Form 8-K. The Company can give no assurance that these forward-looking statements will be attained or that any deviation will not occur. We are not obligated to publicly update or revise any forward-looking statements, whether as a result of new information, future events or circumstances, changes in expectations or otherwise.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
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/ Deric S. Eubanks | |
| Deric S. Eubanks | ||
| Chief Financial Officer | ||
Date: January 10, 2020