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 27, 2018
ASHFORD HOSPITALITY TRUST, INC.
(Exact name of registrant as specified in its charter)
Maryland |
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001-31755 |
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86-1062192 |
14185 Dallas Parkway, Suite 1100 |
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75254 |
Registrants 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 Company 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))
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 o
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. o
ITEM 7.01 REGULATION FD DISCLOSURE
On June 27, 2018, Ashford Hospitality Trust, Inc. (the Company) held a conference call to discuss the Enhanced Return Funding Program Agreement and Amendment No. 1 to the Amended and Restated Advisory Agreement, dated June 26, 2018, among the Company, Ashford Hospitality Limited Partnership, Ashford TRS Corporation, Ashford Inc. and Ashford Hospitality Advisors LLC (the ERFP Agreement). A copy of the scripted portion of the conference call is attached hereto as Exhibit 99.1. A replay of the conference call will be available through July 4, 2018 by dialing (412) 317-6671 and entering the confirmation number, 13681050. The live audio broadcast of this call will also be available online at the Companys website, www.ahtreit.com, by clicking the Investors tab, or by visiting http://public.viavid.com/index.php?id=130219. On June 26, 2018, the Company filed a Form 8-K that included the ERFP Agreement, a press release and an investor presentation.
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.
Additional Information and Where to Find It
The Company files annual, quarterly and current reports, proxy and information statements and other information with the SEC. INVESTORS ARE URGED TO READ THESE MATERIALS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO AND DOCUMENTS INCORPORATED BY REFERENCE THEREIN) BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY. These materials, and any other documents filed by the Company with the SEC, may be obtained free of charge at the SECs website at www.sec.gov. In addition, investors and security holders may obtain free copies of the documents filed with the SEC at the Companys website, www.ahtreit.com, under the Investors link, or by requesting them in writing or by telephone from the Company at 14185 Dallas Parkway, Suite 1100, Dallas, Texas 75254, Attn: Investor Relations or (972) 490-9600.
Safe Harbor for Forward-Looking Statements
Certain statements made in this 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. Such forward-looking statements include, but are not limited to, the Companys business and investment strategy, its understanding of its 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 the Companys common stock; changes in the Companys business or investment strategy; availability, terms and deployment of capital; availability of qualified personnel; changes in the Companys industry and the market in which it operates, interest rates or the general economy, and the degree and nature of the Companys competition. These and other risk factors are more fully discussed in each companys filings with the Securities and Exchange Commission.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
Exhibit |
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Description |
99.1 |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: June 27, 2018
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ASHFORD HOSPITALITY TRUST, INC. | |
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By: |
/s/ Robert G. Haiman |
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Robert G. Haiman |
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Executive Vice President, General Counsel and Secretary |