8-K

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 1, 2009

ASHFORD HOSPITALITY TRUST, INC.

(Exact name of registrant as specified in its charter)

MARYLAND
(State of Incorporation) 001-31775
(Commission File Number) 86-1062192
(I.R.S. Employer
Identification
Number)

14185 Dallas Parkway, Suite 1100
Dallas, Texas
(Address of principal executive offices)  
75254
(Zip code)

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

Check the appropriate box if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 7.01 REGULATION FD DISCLOSURE

     On June 2, 2009, Ashford Hospitality Trust, Inc. (the “Company”) will make a presentation to the investment community at the Goldman Sachs 2009 Lodging, Gaming, Restaurant and Leisure Conference. The slideshow that will be used by the Company at the presentation is attached hereto as Exhibit 99.1 and is incorporated by reference.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS             

     (b) Exhibits

99.1 Slideshow presentation dated June 2, 2009.

SIGNATURE

Pursuant to the requirements of Section 12 of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: June 1, 2009

ASHFORD HOSPITALITY TRUST, INC.
By:	/s/ DAVID A. BROOKS
David A. Brooks
General Counsel and Chief Operating Officer

EX-99.1

Exhibit 99.1

NAREIT Investor Forum June 2009

Safe Harbor In keeping with the SEC's "Safe Harbor" guidelines, certain statements made during this presentation could be considered forward-looking and subject to certain risks and uncertainties that could cause results to differ materially from those projected. 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 forward-looking statements include, but are not limited to, our business and investment strategy, our understanding of our competition, current market trends and opportunities, projected operating results, and projected capital expenditures. 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 volatility 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, 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. EBITDA is defined as net income before interest, taxes, depreciation and amortization. EBITDA yield is defined as trailing twelve month EBITDA divided by the purchase price. EBITDA, FFO, AFFO, CAD and other terms are non-GAAP measures, reconciliations of which have been provided in prior earnings releases and filings with the SEC.

Ashford Overview Ample liquidity Proactive capital preservation No material short-term debt maturities Attractive floating-rate debt structure Diversification reduces our risk

Liquidity & Capital Preservation Significant Cash on Hand • $240 million of unrestricted cash on hand as of 1Q '09 • Relatively unchanged from 4Q '08 despite the repurchase of 11.7 million shares of common stock and 1.4 million shares of Series A&D preferred stock in 1Q '09 Asset Sales in 2008 • Sold 10 properties for $437 million • Represents $133,000 per key • TTM 6.6% cap rate and 12.0x EBITDA multiple • Paid off $252 million of debt through property sales • Opportunity to 1) purge portfolio of non-core assets, (Radisson brands), 2) exit high capex properties (Hilton Lincoln Center), and 3) lock in capital gains (Hyatt Regency Anaheim) Property Refinancings • Completed refinancings despite difficult environment • Refinanced 6 properties in 2008 providing proceeds of $333 million at a blended spread of L + 275 bps • Recently refinanced Crystal Gateway Marriott for $60.8 million at L + 400 bps (net proceeds of $12 million) and Residence Inn Jacksonville for $7.0 million at the greater of 6.0% or prime + 1.0% (previously unencumbered)

Liquidity & Capital Preservation Strong Operating Margins • Hotel EBITDA margins declined only 300 bps while RevPAR declined 17.0% in 1Q '09 (for assets not under renovation) • Implemented full range of contingency plans • Corporate G&A cuts • Property manager affiliate is adept at cutting costs and preserving margins quickly • 1Q '09 FFO was $0.31 per diluted share, up 7% from 1Q '08 Prudent Capital Expenditures • 1Q '09 RevPAR penetration was 122.2% vs. 119.8% a year ago • $38 million of owner-funded capex planned for 2009 • $20 million of capex was spent during 1Q '09 - $15 million owner funded and $5 million out of reserves • We will benefit from keeping our property in excellent condition • Capital expenditures will be primarily for: - - Life-safety - - Mechanical - - Projects already underway - - Debt-financed projects • Working with brands to reduce PIP exposure

Minimal Exposure to Near-Term Maturities Weighted average debt maturity of 6 years (fully extended) Significant cushion in current financial covenants Note: maturity dates without extensions 2009: $167m - extendable to 2012; $203m - extendable to 2011 2010: $29m - no extensions; $250m - extendable to 2012; $75m - no extensions; $55m - extendable to 2012 2011: $20m, $5m and $66m - no extensions; $119m - extendable to 2013 2012: $61m - extendable to 2014 2009 2010 2011 2012 2013 Total 0 104 294 472 119 Clear 0 104 294 472 119 Note: Debt maturity schedule assumes extendable loans are extended and excludes JV debt. Initial maturity on the revolver is 2010, but is extendable for two additional years assuming covenants are met. Covenant Tests (as of 3/31/09) Covenant Tests (as of 3/31/09) Covenant Tests (as of 3/31/09) Test Actual Maximum leverage ratio 65.0% 56.9% Minimum fixed charge coverage ratio (TTM) 1.25 1.73 Debt Maturities Through 2013 ($m)

Floating-Rate Debt is Advantageous AHT's Floating-Rate Debt Advantage • 97% of AHT's $2.8 billion of debt is floating-rate or swapped to floating-rate • Weighted average interest rate after swap of 3.37% • LIBOR and hotel RevPAR are highly correlated

Select-service assets perform better in recessionary times 37% of AHT's TTM EBITDA is select-service(1) AHT geographic footprint mitigates market downturn risk AHT's portfolio is comprised of the strongest brands 88% of TTM EBITDA is from Hilton / Marriott(1) 97% of TTM EBITDA is from Hilton / Marriott / Starwood / Hyatt(1) AHT Diversity Reduces Risk As of 3/31/09

Ashford Overview Ample liquidity Proactive capital preservation No material short-term debt maturities Attractive floating-rate debt structure Diversification reduces our risk

NAREIT Investor Forum June 2009