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Form 8-K ASHFORD HOSPITALITY TRUS For: Jan 30

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January 30, 2015 9:38 AM 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): January 30, 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)

Registrants 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 January 30, 2015, Ashford Hospitality Trust, Inc. ("Ashford Trust" or the Company) announced that it has priced its follow-on public offering of 9,500,000 shares of common stock at $10.65 per share. The Company has granted the underwriter of the offering a 30-day option to purchase up to an additional 1,425,000 shares of common stock. Settlement of the offering is expected to occur on February 4, 2015.
The press release announcing the pricing of the offering is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

ITEM 9.01 ����FINANCIAL STATEMENTS AND EXHIBITS.

(d)����Exhibits
Exhibit Number ��������Description

99.1
Press Release of the Company, dated January 30, 2015, announcing that it has priced its follow-on public offering.




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: January 30, 2015

ASHFORD HOSPITALITY TRUST, INC.

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







NEWS RELEASE


Contact:
Deric Eubanks
Elise Chittick
Scott Eckstein
�
Chief Financial Officer
Investor Relations
Financial Relations Board
�
(972) 490-9600
(972) 778-9487
(212) 827-3766


ASHFORD HOSPITALITY TRUST PRICES OFFERING
OF 9.5 MILLION SHARES OF COMMON STOCK

DALLAS, January 30, 2015 -- Ashford Hospitality Trust, Inc. (NYSE: AHT) ("Ashford Trust" or the "Company") today announced that it has priced its follow-on public offering of 9,500,000 shares of common stock at $10.65 per share. The Company has granted the underwriter of the offering a 30-day option to purchase up to an additional 1,425,000 shares of common stock. Settlement of the offering is expected to occur on February 4, 2015.

Ashford Trust intends to use the net proceeds of the offering to fund a portion of the cost of its pending acquisitions of the Memphis Marriott East hotel, the Lakeway Resort & Spa and its joint venture partners interest in PIM Highland JV and, any remaining funds, for general corporate purposes, including, without limitation, hotel-related investments, capital expenditures, working capital, and repayment of debt or other obligations.

Robert W. Baird & Co. Incorporated served as sole underwriter for the offering.

A registration statement relating to the shares is effective with the Securities and Exchange Commission. This press release does not constitute an offer to sell or the solicitation of an offer to buy the offered shares or any other securities, nor will there be any sale of such shares or any other





securities in any state or other jurisdiction which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction.

The offering is being made only by means of a prospectus supplement and the related base prospectus, which have been filed with the Securities and Exchange Commission. Copies of the preliminary prospectus supplement, final prospectus supplement (when available) and the related base prospectus may be obtained from Robert W. Baird & Co. Incorporated, Attn: Syndicate Department, 777 East Wisconsin Avenue, Milwaukee, Wisconsin 53202, Telephone: (800) 792-2473, Email: [email protected], or on the internet site of the Securities and Exchange Commission at www.sec.gov.
Ashford Hospitality Trust is a real estate investment trust (REIT) focused on investing opportunistically in the hospitality industry across all segments and at all levels of the capital structure primarily within the United States.
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 forward-looking statements include, but are not limited to, statements about the terms and size of the offering and the use of proceeds from the offering. 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 Trusts 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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