SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE TO-I
TENDER OFFER STATEMENT UNDER SECTION 14(D)(1)
OR SECTION 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
ASHFORD HOSPITALITY TRUST, INC.
(Name of Subject Company (Issuer))
ASHFORD HOSPITALITY TRUST, INC.
(Name of Filing Persons (Offeror))
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Title
of Class of Securities
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CUSIP
Number of Class of Securities
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8.45%
Series D Cumulative Preferred Stock, par value $0.01 per share
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044103406
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7.375%
Series F Cumulative Preferred Stock, par value $0.01 per share
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044103604
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7.375%
Series G Cumulative Preferred Stock, par value $0.01 per share
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044103703
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7.50%
Series H Cumulative Preferred Stock, par value $0.01 per share
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044103802
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7.50%
Series I Cumulative Preferred Stock, par value $0.01 per share
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044103885
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Robert
G. Haiman
Executive Vice President, General Counsel and Secretary
14185 Dallas Parkway, Suite 1100
Dallas, Texas 75254
(972) 490-9600
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copy
to:
Richard M. Brand
William P. Mills
Gregory P. Patti Jr.
Cadwalader, Wickersham & Taft
LLP
200 Liberty Street
New York, NY 10281
(212) 504-6000
CALCULATION OF FILING FEE
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Transaction
Valuation(1)
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Amount
of Filing Fee(2)(3)
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$261,802,031.22
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$33,981.90
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(1)
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Estimated
solely for the purpose of calculating the registration fee pursuant to Rule 0-11
of the Securities Exchange Act of 1934, as amended, based on the product of (i) $4.39,
the average of the high and low prices of the Company’s common stock (the “Common
Stock”), on the New York Stock Exchange on July 29, 2020, and (ii) the
maximum number of shares of the Common Stock, par value $0.01 per share, that may be
issued in connection with the exchange offers by the Company to exchange shares of common
stock or cash for its shares of (a) 8.45% Series D Cumulative Preferred Stock,
par value $0.01 per share (the “Series D Preferred Stock”), (b) 7.375%
Series F Cumulative Preferred Stock, par value $0.01 per share (the “Series F
Preferred Stock”), (c) 7.375% Series G Cumulative Preferred Stock,
par value $0.01 per share (the “Series G Preferred Stock”), (d) 7.50%
Series H Cumulative Preferred Stock, par value $0.01 per share (the “Series H
Preferred Stock”), and (e) 7.50% Series I Cumulative Preferred Stock,
par value $0.01 per share (the “Series I Preferred Stock”).
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(2)
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The
amount of the filing fee calculated in accordance with the Securities Exchange Act of
1934, as amended, equals $129.80 for each $1,000,000 of value. The filing fee was calculated
in accordance with Rule 0-11 under the Securities Exchange Act of 1934.
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(3)
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The
filing fee was previously paid.
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x
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Check
the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and
identify the filing with which the offsetting fee was previously paid. Identify the previous
filing by registration statement number, or the Form or Schedule and the date of
its filing.
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Amount previously paid:
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$44,470.62
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Filing Party:
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Ashford Hospitality Trust, Inc.
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Form or registration no.:
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Form S-4
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Date Filed:
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July 20, 2020
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¨
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Check
the box if the filing relates solely to preliminary communications made before the commencement
of a tender offer.
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Check the appropriate boxes
below to designate any transactions to which the statement relates:
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¨
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third-party
tender offer subject to Rule 14d-1.
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x
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issuer
tender offer subject to Rule 13e-4.
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¨
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going-private
transaction subject to Rule 13e-3.
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¨
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amendment
to Schedule 13D under Rule 13d-2.
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Check
the following box if the filing is a final amendment reporting the results of the tender offer: ¨
This Tender Offer Statement on Schedule TO (this “Tender
Offer Statement”) relates to the offer by Ashford Hospitality Trust, Inc., a Maryland corporation (the “Company”),
upon the terms and subject to the conditions set forth in the Prospectus/Consent Solicitation, dated July 20, 2020 (the “Prospectus”),
to exchange any and all of the outstanding shares of the following series of its preferred stock for, at the election of each
holder, the consideration defined below (each an “Exchange Offer” and collectively the “Exchange Offers”):
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Security
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CUSIP
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Symbol
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Shares
Outstanding
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Cash Option Per
Share
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Stock Option Per Share
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8.45% Series D Cumulative Preferred Stock,
par value $0.01 per share (the “Series D Preferred Stock”)
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044103406
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AHTprD
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2,389,393
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$9.75 in cash (the “Series D Cash
Option”)
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2.64 shares of newly issued common stock of
the Company, par value $0.01 (the “Common Stock”) (the “Series D Stock Option”, and together
with the Series D Cash Option, the “Series D Consideration Options”).
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7.375% Series F Cumulative Preferred Stock,
par value $0.01 per share (the “Series F Preferred Stock”)
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044103604
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AHTprF
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4,800,000
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$9.75 in cash (the “Series F Cash
Option”)
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2.64 shares of newly issued Common Stock (the
“Series F Stock Option”, and together with the Series F Cash Option, the “Series F
Consideration Options”).
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7.375% Series G Cumulative Preferred Stock,
par value $0.01 per share (the “Series G Preferred Stock”)
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044103703
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AHTprG
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6,200,000
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$9.75 in cash (the “Series G Cash
Option”)
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2.64 shares of newly issued Common Stock (the
“Series G Stock Option”, and together with the Series G Cash Option, the “Series G
Consideration Options”).
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7.50% Series H Cumulative Preferred Stock,
par value $0.01 per share (the “Series H Preferred Stock”)
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044103802
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AHTprH
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3,800,000
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$9.75 in cash (the “Series H Cash
Option”)
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2.64 shares of newly issued Common Stock (the
“Series H Stock Option”, and together with the Series H Cash Option, the “Series H
Consideration Options”).
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7.50% Series I Cumulative Preferred Stock,
par value $0.01 per share (the “Series I Preferred Stock”)
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044103885
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AHTprI
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5,400,000
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$9.75 in cash (the “Series I Cash
Option”)
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2.64 shares of newly issued Common Stock (the
“Series I Stock Option”, and together with the Series I Cash Option, the “Series I
Consideration Options”).
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The consideration defined in the table above is based in part
on the prices for the Preferred Stock and the Common Stock as of July 17, 2020 and may be revised prior to launching the
Exchange Offers.
The information in the Prospectus, including all schedules
and appendices thereto, is hereby expressly incorporated herein by reference in response to all the items of this Schedule TO,
including, without limitation, all of the information required by Schedule 13E-3 that is not included in or covered by the items
in Schedule TO, and is supplemented by the information specifically provided herein.
Item 1. Summary Term Sheet.
Item 1001 of Regulation M-A
The information set forth in the Prospectus under “The
Exchange Offers and the Consent Solicitation Summary” is incorporated herein by reference.
Item 2. Subject Company Information.
Item 1002(a) through (c) of Regulation M-A
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(a)
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The
name of the subject company is Ashford Hospitality Trust, Inc. The address of its
principal executive office is 14185 Dallas Parkway, Suite 1100, Dallas, Texas 75254.
Its telephone number is (972) 490-9600.
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(b)
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As
of July 17, 2020, we had 10,475,199 shares of our common stock, par value $0.01
(the “Common Stock”) issued and outstanding, 2,389,393 shares of our
8.45% Series D Cumulative Preferred Stock, par value $0.01 per share (the “Series D
Preferred Stock”), 4,800,000 shares of our 7.375% Series F Cumulative
Preferred Stock, par value $0.01 per share (the “Series F Preferred Stock”),
6,200,000 shares of our 7.375% Series G Cumulative Preferred Stock, par value $0.01
per share (the “Series G Preferred Stock”), 3,800,000 shares
of our 7.50% Series H Cumulative Preferred Stock, par value $0.01 per share (the
“Series H Preferred Stock”), and 5,400,000 shares of our 7.50%
Series I Cumulative Preferred Stock, par value $0.01 per share (the “Series I
Preferred Stock”).
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(c)
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The
information set forth in the Prospectus under “Market Price for the Common Stock
and Preferred Stock” is incorporated herein by reference.
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Item 3. Identity and Background of Filing Person.
Item 1003(a) of Regulation M-A
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(a)
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The
name of the filing person is Ashford Hospitality Trust, Inc. The address of its
principal executive office is 14185 Dallas Parkway, Suite 1100, Dallas, Texas 75254.
Its telephone number is (972) 490-9600.
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Item 4. Terms of the Transaction.
Item 1004(a) and (b) of Regulation M-A
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(a)(1)(i)
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The
information set forth in the Prospectus under “The Exchange Offers and the Consent
Solicitation—General” is incorporated herein by reference.
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(a)(1)(ii)
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The
information set forth in the Prospectus under “The Exchange Offers and the Consent
Solicitation—General” is incorporated herein by reference
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(a)(1)(iii)
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The
information set forth in the Prospectus under “The Exchange Offers and the Consent
Solicitation—General” is incorporated herein by reference.
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(a)(1)(iv)
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Not
applicable.
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(a)(1)(v)
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The
information set forth in the Prospectus under “The Exchange Offers and the Consent
Solicitation—Extension, Termination and Amendment” is incorporated herein
by reference.
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(a)(1)(vi)
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The
information set forth in the Prospectus under “The Exchange Offers and the Consent
Solicitation—Withdrawal Rights” is incorporated herein by reference.
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(a)(1)(vii)
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The
information set forth in the Prospectus under “The Exchange Offers and the Consent
Solicitation—Procedure for Tendering Shares” and “The Exchange
Offers and the Consent Solicitation—Withdrawal Rights” is incorporated
herein by reference.
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(a)(1)(viii)
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The
information set forth in the Prospectus under “The Exchange Offers and the Consent
Solicitation—Exchange of Shares; Offer Consideration” is incorporated
herein by reference.
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(a)(1)(ix)
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Not
applicable.
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(a)(1)(x)
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The
information set forth in the Prospectus under “The Exchange Offers and the Consent
Solicitation—Differences in Rights of Our Common Stock and Preferred Stock”
is incorporated herein by reference.
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(a)(1)(xi)
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Not
applicable.
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(a)(1)(xii)
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The
information set forth in the Prospectus under “Material U.S. Federal Income
Tax Considerations” and “Risk Factors—Risks Related to Exchange
Offers and the Consent Solicitation” is incorporated herein by reference.
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(a)(2)(i)-(a)(2)(vii) Not
applicable.
Item 5. Past Contacts, Negotiations and Agreements.
Item 1005(e) of Regulation M-A
Item 6. Purposes of the Transaction and Plans or Proposals.
Item 1006(a) through (c) of Regulation M-A
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(a)
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The
information set forth in the Prospectus under “Background of the Exchange Offers
and the Consent Solicitation—Background of the Exchange Offers and the Consent
Solicitation” is incorporated herein by reference.
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(b)
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The
information set forth in the Prospectus under “The Exchange Offers and the Consent
Solicitation—Consent Solicitation Provisions” is incorporated herein
by reference.
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(c)(1)
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The
information set forth in the Prospectus under “Background of the Exchange Offers
and the Consent Solicitation—Other Plans” and “The Exchange
Offers and the Consent Solicitation—Consequences for Failure to Participate”
is incorporated herein by reference.
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(c)(2)
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The
information set forth in the Prospectus under “Background of the Exchange Offers
and the Consent Solicitation—Other Plans” and “The Exchange
Offers and the Consent Solicitation—Consequences for Failure to Participate”
is incorporated herein by reference.
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(c)(3)
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The
information set forth in the Prospectus under “Background of the Exchange Offers
and the Consent Solicitation—Other Plans,” “The Exchange Offers and
the Consent Solicitation—General,” “The Exchange Offers and the Consent
Solicitation—Consequences for Failure to Participate,” and “Dividend
Policy and Dividends Paid on Our Common Stock” is incorporated herein by reference.
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(c)(5)
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The
information set forth in the Prospectus under “Background of the Exchange Offers
and the Consent Solicitation—Other Plans” and “The Exchange
Offers and the Consent Solicitation—Consequences for Failure to Participate”
is incorporated herein by reference.
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(c)(6)
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Following
the completion of the each of the Exchange Offers, we intend to apply to the NYSE to
delist the applicable series of Preferred Stock.
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(c)(7)
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The
information set forth in the Prospectus under “The Exchange Offers and the Consent
Solicitation—Eligible for Termination of Registration under the Exchange Act”
is incorporated herein by reference.
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(c)(9)
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The
information set forth in the Prospectus under “Background of the Exchange Offers
and the Consent Solicitation—Background of the Exchange Offers and the Consent
Solicitation,” “The Exchange Offers and the Consent Solicitation—Conditions
of the Exchange Offer” and “Capitalization” is incorporated
herein by reference.
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Item 7. Source and Amount of Funds or Other Consideration.
Item 1007(a), (b) and (d) of Regulation M-A
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(a)
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The
information set forth in the Prospectus under “The Exchange Offers and the Consent
Solicitation—Source of Funds” is incorporated herein by reference.
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(b)
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The
information set forth in the Prospectus under “The Exchange Offers and the Consent
Solicitation—Conditions of the Exchange Offers” is incorporated herein
by reference.
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Item 8. Interest in Securities of the Subject Company.
Item 1008 of Regulation M-A
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(a)
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The
information set forth in the Prospectus under “Directors, Executive Officers
and Control Persons” and “Beneficial Ownership” is incorporated
herein by reference.
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Item 9. Persons/Assets Retained, Employed, Compensated or
Used.
Item 1009(a) of Regulation M-A
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(a)
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The
information set forth in the Prospectus under “The Exchange Offers and the Consent
Solicitations—Retail Processing Fee” is incorporated herein by reference.
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Item 10. Financial Statements.
Item 1010(a) and (b) of Regulation M-A
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(a)(1)
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The
financial statements set forth in the Prospectus, beginning on page F-32 thereof,
are incorporated herein by reference.
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(a)(2)
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The
financial statements set forth in the Prospectus, beginning on page F-2 thereof,
are incorporated herein by reference.
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(a)(4)
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The
information set for the in the Prospectus under “Summary Historical and Unaudited
Pro Forma Financial Information” is incorporated herein by reference.
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(b)(3)
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The
information set forth in the Prospectus under “Summary Historical and Unaudited
Pro Forma Financial Information” is incorporated herein by reference.
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Item 11. Additional Information.
Item 1011 of Regulation M-A
Item 12. Exhibits.
Item 1016(a), (b), (d), (g) and (h)
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Exhibit No.
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Description
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(a)(1)(A)
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Prospectus/Consent
Solicitation, dated July 20, 2020 (the “Prospectus”) (incorporated by reference to Amendment No. 1
to the Company’s Registration Statement on Form S-4 (Reg. No. 333-239961), filed July 30, 2020.
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(a)(4)
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The
Prospectus (see Exhibit (a)(1)(A)).
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(a)(5)
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Articles of Amendment
(included as Annex A to the Prospectus; see Exhibit (a)(1)(A)).
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(c)(1)*
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Legal Opinion of
Hogan Lovells US LLP
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(c)(2)*
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Legal Opinion of
Locke Lord LLP
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* to be filed by amendment
Item 13. Information Required By Schedule 13E-3.
Not applicable.
SIGNATURES
After due inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and correct.
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Ashford Hospitality Trust, Inc.
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By:
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/s/
Deric S. Eubanks
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Deric S. Eubanks
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Chief Financial Officer and Treasurer
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Date:
July 30, 2020
EXHIBIT INDEX
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Exhibit No.
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Description
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(a)(1)(A)
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Prospectus/Consent
Solicitation, dated July 20, 2020 (the “Prospectus”) (incorporated by reference to Amendment No. 1
to the Company’s Registration Statement on Form S-4 (Reg. No. 333-239961), filed July 30, 2020.
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(a)(4)
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The
Prospectus (see Exhibit (a)(1)(A)).
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(a)(5)
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Articles of Amendment
(included as Annex A to the Prospectus; see Exhibit (a)(1)(A)).
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(c)(1)*
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Legal Opinion of
Hogan Lovells US LLP
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(c)(2)*
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Legal Opinion of
Locke Lord LLP
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* to be filed by amendment
Grafico Azioni Ashford Hospitality (NYSE:AHT-F)
Storico
Da Gen 2025 a Feb 2025
Grafico Azioni Ashford Hospitality (NYSE:AHT-F)
Storico
Da Feb 2024 a Feb 2025
