UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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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).
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Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Item 1.01 | Entry into a Material Definitive Agreement. |
On May 31, 2024, Ashford Atlantic Beach LP and Ashford TRS Atlantic Beach LLC, indirect wholly owned subsidiaries of Ashford Hospitality Trust, Inc. (the “Company”), entered into an Agreement of Purchase and Sale (the “One Ocean Agreement”) with ACS One Ocean Propco LLC, as purchaser, for the sale of One Ocean Resort and Spa located in Atlantic Beach, Florida (“One Ocean Resort”) for $87 million in cash, subject to customary pro-rations and adjustments. The sale of One Ocean Resort is expected to close in the second quarter of 2024, subject to customary closing conditions.
The One Ocean Agreement contains terms, conditions, covenants, representations and warranties and indemnities from each of the respective parties that are customary and typical for a transaction of this nature. Several conditions to closing on the sale remain to be satisfied, and there can be no assurance that the sale transaction will be completed on the general terms described above or at all.
| Item 7.01 | Regulation FD Disclosure. |
On June 3, 2024, the Company issued a press release announcing that it has closed on the sale of the 90-room Courtyard located in Manchester, Connecticut for $8.0 million and announcing that the Company has signed a definitive agreement to sell the 193-room One Ocean Resort located in Atlantic Beach, Florida. The sale of One Ocean Resort is expected to be completed in the second quarter of 2024 and is subject to customary closing conditions. The Company also announced progress on its deleveraging plan.
A copy of the press release is attached hereto as Exhibit 99.1.
The information in this Item 7.01 of this Form 8-K and Exhibit 99.1 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.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit Number | Description |
| 99.1 | Press Release of the Company, dated June 3, 2024 |
| 104 | Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101) |
SIGNATURE
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.
Dated: June 3, 2024
| ASHFORD HOSPITALITY TRUST, INC. | ||
| By: | /s/ Alex Rose | |
| Alex Rose | ||
| Executive Vice President, General Counsel & Secretary | ||