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Form 8-K ASHFORD HOSPITALITY TRUS For: Jul 13

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July 14, 2015 6:03 AM EDT


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): July 13, 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 July 13, 2015, Ashford Hospitality Trust, Inc. ("Ashford Trust" or the “Company”) announced that its Board of Directors has declared the distribution of its remaining units and shares of common stock of Ashford Hospitality Prime, Inc. (NYSE: AHP) (“Ashford Prime”). Ashford Trust currently owns approximately 5.0 million common units of Ashford Hospitality Prime Limited Partnership, the operating partnership of Ashford Prime. Common unit holders of Ashford Hospitality Trust Limited Partnership will receive their pro rata share of Ashford Hospitality Prime Limited Partnership common units, while Ashford Trust common shareholders will receive their pro rata share of the approximately 4.1 million Ashford Prime common shares to be received upon redemption of Ashford Hospitality Prime Limited Partnership common units. Ashford Trust is not currently contemplating selling or distributing any of its ownership in Ashford, Inc. at this time.
The distribution to Ashford Trust common shareholders will be completed through a pro-rata, taxable dividend of Ashford Prime common stock on July 27, 2015 (the "Distribution Date") to stockholders of record ("Ashford Trust Record Holders") as of the close of business of the New York Stock Exchange on July 20, 2015 (the "Record Date"). On the Distribution Date, each Ashford Trust Record Holder will receive approximately 0.04 shares of Ashford Prime common stock for every share of Ashford Trust common stock held by such stockholder on the Record Date. After the distribution, Ashford Trust will not have any ownership interest in Ashford Prime.
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
 
Description
99.1
 
Press Release of the Company, dated July 13, 2015, furnished under Item 7.01, announcing that its Board of Directors has declared the distribution of remaining shares of Ashford Prime.




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: July 13, 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 ANNOUNCES DISTRIBUTION OF
REMAINING SHARES OF ASHFORD PRIME
Sets Record Date and Distribution Date for Distribution
DALLAS, July 13, 2015 -- Ashford Hospitality Trust, Inc. (NYSE: AHT) (“Ashford Trust” or the “Company”) announced today that its Board of Directors has declared the distribution of its remaining units and shares of common stock of Ashford Hospitality Prime, Inc. (NYSE: AHP) (“Ashford Prime”). Ashford Trust currently owns approximately 5.0 million common units of Ashford Hospitality Prime Limited Partnership, the operating partnership of Ashford Prime. Common unit holders of Ashford Hospitality Trust Limited Partnership will receive their pro rata share of Ashford Hospitality Prime Limited Partnership common units, while Ashford Trust common shareholders will receive their pro rata share of the approximately 4.1 million Ashford Prime common shares to be received upon redemption of Ashford Hospitality Prime Limited Partnership common units. Ashford Trust is not currently contemplating selling or distributing any of its ownership in Ashford, Inc. at this time.
The distribution to Ashford Trust common shareholders will be completed through a pro-rata, taxable dividend of Ashford Prime common stock on July 27, 2015 (the "Distribution Date") to stockholders of record ("Ashford Trust Record Holders") as of the close of business of the New York Stock Exchange on July 20, 2015 (the "Record Date"). On the Distribution Date, each Ashford Trust Record Holder will receive approximately 0.04 shares of Ashford Prime common stock for every


share of Ashford Trust common stock held by such stockholder on the Record Date. After the distribution, Ashford Trust will not have any ownership interest in Ashford Prime. The distribution of these shares will be made in book-entry form, which means that no physical share certificates will be issued.
No fractional shares of Ashford Prime common stock will be issued. Fractional shares of Ashford Prime common stock to which Ashford Trust Record Holders would otherwise be entitled will be aggregated and, after the distribution, sold in the open market by the distribution agent. The aggregate net proceeds of the sales will be distributed in a pro rata manner as cash payments to the Ashford Trust Record Holders who would otherwise have received fractional shares of Ashford Prime common stock. Ashford Trust stockholders should consult their tax advisors with respect to U.S. federal, state, local and foreign tax consequences of the dividend of Ashford Prime common stock.
Ashford 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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