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Form 8-K ASHFORD HOSPITALITY TRUS For: Dec 10

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December 10, 2015 4:38 PM EST


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): December 10, 2015

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)
 
(IRS 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

Check the appropriated box 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 14-a-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))



  





ITEM 7.01     REGULATION FD DISCLOSURE.
On December 10, 2015, Ashford Hospitality Trust, Inc. (the “Company”) issued a press release announcing that its Board of Directors:

a) declared a common stock dividend for the fourth quarter ending December 31, 2015, of $0.12 per diluted share, payable January 15, 2016, for shareholders of record as of December 31, 2015;

b) declared a dividend for the fourth quarter ending December 31, 2015, of $0.5344 per diluted share, for the Company’s 8.55% Series A Cumulative Preferred Stock. This dividend is payable January 15, 2016, for shareholders of record as of December 31, 2015;

c) declared a dividend for the fourth quarter ending December 31, 2015, of $0.5281 per diluted share, for the Company’s 8.45% Series D Cumulative Preferred Stock. This dividend is payable January 15, 2016, for shareholders of record as of December 31, 2015;

d) declared a dividend for the fourth quarter ending December 31, 2015, of $0.5625 per diluted share, for the Company’s 9.00% Series E Cumulative Preferred Stock. This dividend is payable January 15, 2016, for shareholders of record as of December 31, 2015; and

e) approved the Company's dividend policy for 2016. The Company expects to pay a quarterly cash dividend of $0.12 per share in 2016, but will continue to review its dividend policy on a quarter-to-quarter basis. The adoption of a dividend policy does not commit the Board of Directors to declare future dividends or the amount thereof.

A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

ITEM 9.01     FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits

Exhibit
Number     Exhibit Description

99.1
Press Release of the Company, dated December 10, 2015, furnished under Item 7.01, announcing the declaration of dividends.






SIGNATURE

Pursuant to the requirements of Section 12 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: December 10, 2015

ASHFORD HOSPITALITY TRUST, INC.

By: /s/ DAVID A. BROOKS            
David A. Brooks
Chief Operating Officer and General Counsel








EXHIBIT 99.1




NEWS RELEASE


Contact:
Deric Eubanks
Jordan Jennings
Stacy Feit
 
Chief Financial Officer
Investor Relations
Financial Relations Board
 
(972) 490-9600
(972) 778-9487
(213) 486-6549


ASHFORD TRUST DECLARES DIVIDENDS FOR FOURTH QUARTER OF 2015 AND ISSUES GUIDANCE FOR 2016 DIVIDENDS
DALLAS, December 10, 2015 -- Ashford Hospitality Trust, Inc. (NYSE: AHT) (“Ashford Trust” or the “Company”) announced today that its Board of Directors declared a quarterly cash dividend of $0.12 per diluted share for the Company's common stock for the fourth quarter ending December 31, 2015. The dividend, which equates to an annual rate of $0.48 per share, is payable on January 15, 2016, to shareholders of record as of December 31, 2015.
The Board also approved the Company's dividend policy for 2016. The Company expects to pay a quarterly cash dividend of $0.12 per share for 2016, or $0.48 per share on an annualized basis. The Board will continue to review its dividend policy on a quarter-to-quarter basis. The adoption of a dividend policy does not commit the Board of Directors to declare future dividends or the amount thereof.
The Board declared a quarterly cash dividend of $0.5344 per diluted share for the Company's 8.55% Series A Cumulative Preferred Stock for the fourth quarter ending December 31, 2015. The dividend, which equates to an annual rate of $2.1375 per share, is payable on January 15, 2016, to shareholders of record as of December 31, 2015.
The Board declared a quarterly cash dividend of $0.5281 per diluted share for the Company's 8.45% Series D Cumulative Preferred Stock for the fourth quarter ending December 31, 2015. The dividend,


which equates to an annual rate of $2.1125 per share, is payable on January 15, 2016, to shareholders of record as of December 31, 2015.
The Board declared a quarterly cash dividend of $0.5625 per diluted share for the Company's 9.00% Series E Cumulative Preferred Stock for the fourth quarter ending December 31, 2015. The dividend, which equates to an annual rate of $2.25 per share, is payable on January 15, 2016, to shareholders of record as of December 31, 2015.
Ashford Hospitality Trust is a real estate investment trust (REIT) focused on investing opportunistically in the hospitality industry in upper upscale, full-service hotels.
Follow Chairman and CEO Monty Bennett on Twitter at www.twitter.com/MBennettAshford or @MBennettAshford.
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. 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: 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 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 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.

-END-



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