Filed Pursuant to Rule 424(b)(3)
Registration No. 333-239961
Prospectus Supplement No. 3
(To Prospectus dated September 10, 2020,
as amended by Prospectus Supplement No. 1 dated September 2, 2020
and Prospectus Supplement No. 2 dated October 9, 2020)
ASHFORD HOSPITALITY TRUST, INC.
OFFER TO EXCHANGE
and
CONSENT SOLICITATION
The Exchange Offer and Consent Solicitation will expire at 5:00 p.m., New York City time, on November 20, 2020, unless earlier terminated or extended.
This is Prospectus Supplement No. 3 (this “Prospectus Supplement”) to our Prospectus, dated September 10, 2020, as amended by Prospectus Supplement No. 1, dated September 2, 2020, and Prospectus Supplement No. 2, dated October 9, 2020 (as amended, the “Prospectus”), relating to our Exchange Offer and Consent Solicitation. Terms used but not defined in this Prospectus Supplement have the meanings ascribed to them in the Prospectus.
The information contained in this Prospectus Supplement updates and supplements, and should be read together with, the Prospectus, as supplemented from time to time.
We have extended the Exchange Offer and Consent Solicitation from 5:00 p.m., New York City time, on October 30, 2020 to 5:00 p.m., New York City time, on November 20, 2020.
We are also amending the terms of the Exchange Offers to modify the consideration being offered to holders of each series of Preferred Stock. The option to elect for cash consideration is being eliminated. The Company is therefore now offering to exchange each outstanding share of the following series of Preferred Stock for the stock consideration defined below:
| Security | Stock Consideration Per Share |
| Series D Preferred Stock | 5.58 shares of newly issued Common Stock |
| Series F Preferred Stock | 5.58 shares of newly issued Common Stock |
| Series G Preferred Stock | 5.58 shares of newly issued Common Stock |
| Series H Preferred Stock | 5.58 shares of newly issued Common Stock |
| Series I Preferred Stock | 5.58 shares of newly issued Common Stock |
Preferred Holders who have previously validly tendered (and not withdrawn) their shares of the Preferred Stock for the Stock Option need not take any further action in order to tender such shares. Preferred Holders who have previously validly tendered (and not withdrawn) their shares of Preferred Stock for the Cash Option will have their shares automatically withdrawn from the Exchange Offers. Preferred Holders with shares of Preferred Stock that are automatically withdrawn or that have not yet been tendered can tender into the Exchange Offers for the stock consideration described above by promptly contacting their bank, broker, dealer, custodian or other nominee to instruct it to tender their shares of Preferred Stock. For more information on the procedures for tendering shares of Preferred Stock, see “The Exchange Offers and the Consent Solicitation—Procedure for Tendering Shares” beginning on page 90 of the Prospectus.
We are also amending the terms of the Exchange Offers to modify the terms of the Exchange Offers to remove the condition that the Company issue or sell securities or enter into an alternative capital raising transaction pursuant to which not less than $30,000,000 is raised on terms reasonably satisfactory to the Company in its sole discretion (the “Financing Condition”), including the required determination by the Board of Directors that the proceeds of the capital raising transaction can be lawfully used to fund the cash consideration offered in the Exchange Offers.
The Special Meeting was held on October 6, 2020. At the Special Meeting, the proposal that required approval of the holders of the Common Stock to the issuance of Common Stock in accordance with Rule 312.03(c) of the NYSE Listed Company Manual was approved. The meeting was adjourned with respect to the remaining proposal for the holders of Common Stock to approve the Proposed Amendments (the “Charter Amendment Proposal”). At that meeting we also adjourned the Special Meeting with respect to the Charter Amendment Proposal until October 30, 2020. The Company no longer intends to seek the approval of the holders of Common Stock of the Charter Amendment Proposal, and no longer intends to make the Proposed Amendments in connection with the Exchange Offers. The Company, accordingly, no longer intends to reconvene the Special Meeting with respect to the Charter Amendment Proposal. As a result, any shares of Preferred Stock that are not exchanged in the Exchange Offers will remain outstanding.
Holders of Preferred Stock have certain rights that holders of Common Stock do not, including rights to dividends in priority to dividends on Common Stock and a right to receive, upon our liquidation, a preference amount out of the assets available for distribution to stockholders before any distribution can be made to holders of Common Stock. If we were to file for bankruptcy, holders of shares of Preferred Stock that remain outstanding would have a claim in bankruptcy that is senior to any claim holders of Common Stock would have.
Our Exchange Offers and the Consent Solicitation are subject to the conditions listed under “The Exchange Offers and the Consent Solicitation—Conditions of the Exchange Offers.” There are multiple conditions to the closing of the Exchange Offers that are beyond our control, and we cannot provide you any assurance that these conditions will be satisfied or that the Exchange Offers will close.
Exchanging your Preferred Stock for an investment in the Common Stock involves risks. See “Risk Factors” beginning on page 28 of the Prospectus and page S-3 of Prospectus Supplement No. 2 for a discussion of factors that you should consider in connection with the Exchange Offers and the Consent Solicitation.
Neither the Securities and Exchange Commission nor any state securities authority has approved or disapproved this transaction or these securities or determined the fairness or merits of this transaction or Prospectus/Consent Solicitation, or determined if this Prospectus/Consent Solicitation is truthful or complete. Any representation to the contrary is a criminal offense.
Dealer Manager and Solicitation Agent
RBC Capital Markets
The date of this Prospectus Supplement is October 26, 2020.
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): October 26, 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 8.01 | Other Events. |
On October 26, 2020, the Company issued a press release announcing certain amendments to the terms of its previously announced exchange offers and a decision not to seek stockholder approval of the charter amendment previously recommended by its board of directors. A copy of the press release is attached as Exhibit 99.1 and is incorporated herein by reference.
Where You Can Find Additional Information
Completion of the exchange offers and the consent solicitation (the “Exchange Offers”) are subject to certain conditions, which are set forth in more detail in the Company’s Prospectus filed with the Securities and Exchange Commission (“SEC”) on September 10, 2020 (the “Prospectus”) for the purpose of registering the Common Stock issued pursuant to the Exchange Offers under the Securities Act of 1933, as amended. The Company has also filed with the SEC a Schedule TO for the Exchange Offers and a proxy statement on Schedule 14A to solicit proxies from the holders of its Common Stock to approve the relevant items upon which the holders of the Common Stock will be entitled to vote (as amended, the “Proxy Statement”). The Prospectus and the Schedule TO will be amended to reflect the changes described in this press release. The Company may extend or terminate the Exchange Offers under certain circumstances as described in the Registration Statement.
Safe Harbor for Forward-Looking Statements
Certain statements made in this Current Report on Form 8-K, including all exhibits attached hereto, could be considered forward-looking and subject to certain risks and uncertainties that could cause results to differ materially from those projected. When the Company uses the words “will,” “may,” “anticipate,” “estimate,” “should,” “could,” “expect,” “believe,” “intend,” “potential,” or similar expressions, it intends to identify forward-looking statements.
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 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 meet the NYSE continued listing standards; 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 report. The Company can give no assurance that these forward-looking statements will be attained or that any deviation will not occur. The Company is 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.
2
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. |
Description | |
| 99.1 | Press release, dated October 26, 2020. | |
| 104 | Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101). |
3
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: October 26, 2020
4
 |
NEWS RELEASE |
| Contact: | Deric Eubanks | Jordan Jennings | Joseph Calabrese |
| Chief Financial Officer | Investor Relations | Financial Relations Board | |
| (972) 490-9600 | (972) 778-9487 | (212) 827-3772 |
ASHFORD HOSPITALITY TRUST, INC. ANNOUNCES
EXTENSION OF EXCHANGE OFFERS
TO NOVEMBER 20, 2020, CHANGES TO THE CONSIDERATION OFFERED IN THE EXCHANGE OFFERS
AND REMOVAL OF THE FINANCING CONDITION TO THE EXCHANGE OFFERS
DALLAS, October 26, 2020 -- Ashford Hospitality Trust, Inc. (NYSE: AHT) (“Ashford Trust” or the “Company”) today announced that it is extending the expiration date (the “Expiration Date”) for its offer to exchange (as amended, the “Exchange Offers”) any and all shares of each of its series of preferred stock (the “Preferred Stock”) for cash or common stock of the Company (the “Common Stock”) from 5:00 PM, New York City time, on October 30, 2020 to 5:00 PM, New York City time, on November 20, 2020, unless the Company further extends the Exchange Offers or terminates it prior to such date.
The Company also announced that it is amending the Exchange Offers to eliminate the option to elect for cash consideration. The Company is therefore now offering to exchange each outstanding share of the following series of preferred stock for the consideration defined below:
| Security | Stock Consideration Per Share |
| Series D Preferred Stock | 5.58 shares of newly issued Common Stock |
| Series F Preferred Stock | 5.58 shares of newly issued Common Stock |
| Series G Preferred Stock | 5.58 shares of newly issued Common Stock |
| Series H Preferred Stock | 5.58 shares of newly issued Common Stock |
| Series I Preferred Stock | 5.58 shares of newly issued Common Stock |
The Company also announced that it is modifying the terms of the Exchange Offers to remove the condition that the Company issue or sell securities or enter into an alternative capital raising transaction pursuant to which not less than $30,000,000 is raised on terms reasonably satisfactory to the Company in its sole discretion (the “Financing Condition”), including the required determination by the Company’s board of directors that the proceeds of the capital raising transaction can be lawfully used to fund the cash consideration offered in the Exchange Offers.
The Company previously announced that it had partially adjourned its Special Meeting of Stockholders (the “Special Meeting”) held on October 6, 2020 to provide holders of Common Stock additional time to vote on the proposed amendments to the Company’s corporate charter (the “Charter Amendment Proposal”). The Company no longer intends to seek the approval of the holders of Common Stock of the Charter Amendment Proposal, and no longer intends to make the proposed amendments in connection with the Exchange Offers. The Company, accordingly, no longer intends to reconvene the Special Meeting with respect to the Charter Amendment Proposal. As a result, any shares of Preferred Stock that are not exchanged in the Exchange Offers will remain outstanding.
Holders of Preferred Stock have certain rights that holders of Common Stock do not, including rights to dividends in priority to dividends on Common Stock and a right to receive, upon a liquidation of the Company, a preference amount out of the assets available for distribution to stockholders before any distribution can be made to holders of Common Stock. If the Company were to file for bankruptcy, holders of shares of Preferred Stock that remain outstanding would have a claim in bankruptcy that is senior to any claim holders of Common Stock would have.
As of 5:00 PM, New York City time, on October 23, 2020, 343,718 shares of 8.45% Series D Cumulative Preferred Stock, 681,439 shares of 7.375% Series F Cumulative Preferred Stock, 887,085 shares of 7.375% Series G Cumulative Preferred Stock, 411,385 shares of 7.50% Series H Cumulative Preferred Stock, and 692,248 shares of 7.50% Series I Cumulative Preferred Stock had been validly tendered and not withdrawn early, well ahead of the previous expiration date of October 30, 2020.
The Company reserves the right to terminate or further amend the terms of the Exchange Offers.
Where You Can Find Additional Information
Completion of the Exchange Offers and the Consent Solicitation are subject to certain conditions, which are set forth in more detail in the Company’s Prospectus filed with the Securities and Exchange Commission (“SEC”) on September 10, 2020 (the “Prospectus”) for the purpose of registering the Common Stock issued pursuant to the Exchange Offers under the Securities Act of 1933, as amended. The Company has also filed with the SEC a Schedule TO for the Exchange Offers and a proxy statement on Schedule 14A to solicit proxies from the holders of its Common Stock to approve the relevant items upon which the holders of the Common Stock will be entitled to vote (as amended, the “Proxy Statement”). The Prospectus and the Schedule TO will be amended to reflect the changes described in this press release. The Company may extend or terminate the Exchange Offers under certain circumstances as described in the Registration Statement.
Common stockholders who have questions about the Exchange Offers should contact our proxy solicitation firm at 1-877-787-9239 or by email at Ashford@investor.morrowsodali.com.
Preferred stockholders who have questions about the Exchange Offers should contact:
RBC Capital Markets, LLC, as Dealer Manager
Tel: (212) 618-7843
Toll-free: (877) 381-2099
Email: liability.management@rbccm.com
This does not constitute an offer of any securities for sale. Further, this communication is not a solicitation of a proxy from any security holder of the Company and shall not constitute the solicitation of an offer to buy securities.
Investors should read the Registration Statement and the Schedule TO for the Exchange Offers as they contain important information about the Exchange Offers, the Company and the other proposed transactions. Holders of Common Stock should read the Proxy Statement and any other relevant documents because they contain important information about the Company and the proposed transactions. The Registration Statement, Schedule TO and Proxy Statement are available for free on the SEC’s website, www.sec.gov. The prospectus included in the Registration Statement and additional copies of the Proxy Statement will be available for free from the Company for the applicable shareholders of the Company.
* * * * *
Ashford Hospitality Trust is a real estate investment trust (REIT) focused on investing predominantly in upper upscale, full-service hotels.
Ashford has created an Ashford App for the hospitality REIT investor community. The Ashford App is available for free download at Apple’s App Store and the Google Play Store by searching “Ashford.”
Certain statements and assumptions in this press release 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 press release 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 Ashford Trust’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 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 meet the NYSE continued listing standards; 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 Ashford Trust’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 press release. 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.