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Section 1: 8-K (8-K)

Document


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): March 13, 2019

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))

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    ¨
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.    ¨





ITEM 7.01     REGULATION FD DISCLOSURE.
On March 13, 2019, Ashford Hospitality Trust, Inc. (the “Company”) issued a press release announcing that its Board of Directors:

a) declared a common stock dividend for the first quarter ending March 31, 2019, of $0.12 per diluted share, payable April 15, 2019, to shareholders of record as of March 29, 2019;

b) declared a dividend for the first quarter ending March 31, 2019, of $0.5281 per diluted share, for the Company’s 8.45% Series D Cumulative Preferred Stock. This dividend is payable April 15, 2019, to shareholders of record as of March 29, 2019;

c) declared a dividend for the first quarter ending March 31, 2019, of $0.4609 per diluted share, for the Company’s 7.375% Series F Cumulative Preferred Stock. This dividend is payable April 15, 2019, to shareholders of record as of March 29, 2019;

d) declared a dividend for the first quarter ending March 31, 2019, of $0.4609 per diluted share, for the Company’s 7.375% Series G Cumulative Preferred Stock. This dividend is payable April 15, 2019, to shareholders of record as of March 29, 2019;

e) declared a dividend for the first quarter ending March 31, 2019, of $0.46875 per diluted share, for the Company’s 7.50% Series H Cumulative Preferred Stock. This dividend is payable April 15, 2019, to shareholders of record as of March 29, 2019; and

f) declared a dividend for the first quarter ending March 31, 2019, of $0.46875 per diluted share, for the Company’s 7.50% Series I Cumulative Preferred Stock. This dividend is payable April 15, 2019, to shareholders of record as of March 29, 2019.

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

ITEM 9.01     FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits

Exhibit
Number     Exhibit Description

99.1
Press Release of the Company, dated March 13, 2019, furnished under Item 7.01, announcing the declaration of dividends







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: March 13, 2019

 
ASHFORD HOSPITALITY TRUST, INC.
 
 
 
 
By:
/s/ ROBERT G. HAIMAN
 
 
Robert G. Haiman
 
 
Executive Vice President, General Counsel & Secretary
    





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Section 2: EX-99 (EXHIBIT 99)

Exhibit


EXHIBIT 99.1

397100157_ahtlogo41.jpg
NEWS RELEASE

Contact:
Deric Eubanks
Jordan Jennings
Joseph Calabrese
 
Chief Financial Officer
Investor Relations
Financial Relations Board
 
(972) 490-9600
(972) 778-9487
(212) 827-3772


ASHFORD TRUST DECLARES DIVIDENDS FOR FIRST QUARTER OF 2019
DALLAS, March 13, 2019 -- 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 first quarter ending March 31, 2019. The dividend, which equates to an annual rate of $0.48 per share, is payable on April 15, 2019, to shareholders of record as of March 29, 2019.
The Board declared a dividend of $0.5281 per diluted share for the Company's 8.45% Series D Cumulative Preferred Stock for the first quarter ending March 31, 2019. The dividend, which equates to an annual rate of $2.1125 per share, is payable on April 15, 2019, to shareholders of record as of March 29, 2019.
The Board declared a dividend of $0.4609 per diluted share for the Company's 7.375% Series F Cumulative Preferred Stock for the first quarter ending March 31, 2019. The dividend, which equates to an annual rate of $1.8438 per share, is payable on April 15, 2019, to shareholders of record as of March 29, 2019.
The Board declared a dividend of $0.4609 per diluted share for the Company's 7.375% Series G Cumulative Preferred Stock for the first quarter ending March 31, 2019. The dividend, which equates to an annual rate of $1.8438 per share, is payable on April 15, 2019, to shareholders of record as of March 29, 2019.
The Board declared a dividend of $0.46875 per diluted share for the Company's 7.50% Series H Cumulative Preferred Stock for the first quarter ending March 31, 2019. The dividend, which



equates to an annual rate of $1.875 per share, is payable on April 15, 2019, to shareholders of record as of March 29, 2019.
The Board declared a dividend of $0.46875 per diluted share for the Company's 7.50% Series I Cumulative Preferred Stock for the first quarter ending March 31, 2019. The dividend, which equates to an annual rate of $1.875 per share, is payable on April 15, 2019, to shareholders of record as of March 29, 2019.
Ashford Hospitality Trust is a real estate investment trust (REIT) focused on investing opportunistically in the hospitality industry in upper upscale, full-service hotels.
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. Forward looking statements in this press release include, among others, statements about the Company’s strategy and future plans. 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.


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