Item 8.01 Other Events.
On December 11, 2017, Ashford Hospitality Trust, Inc. (the "Company"), Ashford
Hospitality Limited Partnership ("Ashford Trust OP") and Ashford Hospitality
Advisors LLC ("Ashford LLC") entered into separate equity distribution
agreements with each of UBS Securities LLC, Morgan Stanley & Co. LLC, B. Riley
FBR, Inc., Robert W. Baird & Co. Incorporated, D.A. Davidson & Co., Deutsche
Bank Securities Inc. and Janney Montgomery Scott LLC, relating to the offer and
sale of shares of the Company's common stock, par value $0.01 per share, having
an aggregate offering price of up to $100 million (the "Shares"). Effective
August 4, 2020, the Company terminated the equity distribution agreements with
Morgan Stanley & Co. LLC, B. Riley FBR, Inc., Robert W. Baird & Co.
Incorporated, D.A. Davidson & Co., Deutsche Bank Securities Inc. and Janney
Montgomery Scott LLC. As a result of the termination of these agreements, no
further offers or sales of the Shares will be made through Morgan
Stanley & Co. LLC, B. Riley FBR, Inc., Robert W. Baird & Co. Incorporated, D.A.
Davidson & Co., Deutsche Bank Securities Inc. and Janney Montgomery Scott LLC.
On August 6, 2020, the Company, Ashford Trust OP and Ashford LLC entered into an
amendment to the equity distribution agreement with UBS Securities LLC to
conform the representations and warranties and certain other provisions to the
form of equity distribution agreement filed as Exhibit 1.1 hereto. In addition,
on August 6, 2020, the Company, Ashford Trust OP and Ashford LLC entered into an
equity distribution agreement with RBC Capital Markets, LLC (each of UBS
Securities LLC and RBC Capital Markets, LLC, a "Sales Agent" and together, the
"Sales Agents"), relating to the Shares.
Sales of the Shares, if any, may be made in negotiated transactions, which may
include block trades, or transactions that are deemed to be "at-the-market"
offerings as defined in Rule 415 under the Securities Act of 1933, as amended
(the "Securities Act"), including sales made directly on the New York Stock
Exchange or sales made to or through a market maker other than on an exchange.
The Sales Agents will receive from the Company a commission that will not
exceed, but may be lower than, 2.0% of the gross sales price of all Shares sold
through it as Sales Agent under the applicable equity distribution agreement.
The Company may also sell some or all of the Shares to a Sales Agent as
principal for its own account at a price agreed upon at the time of sale.
The Shares will be issued pursuant to the Company's shelf registration statement
on Form S-3 (Registration No. 333-220459), which initially became effective on
September 28, 2017, and a prospectus supplement dated December 11, 2017, as
amended by Amendment No. 1 dated August 3, 2018 and Amendment No. 2 dated August
6, 2020, filed with the Securities and Exchange Commission pursuant to Rule
424(b) under the Securities Act.
The description of the equity distribution agreements contained in this Item
8.01 does not purport to be complete and is qualified in its entirety by
reference to the full text of the form of equity distribution agreement, which
is filed as Exhibit 1.1 hereto and is incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit Number Exhibit Description
1.1 Form of Equity Distribution Agreement
104 Cover Page Interactive Data File (formatted in Inline XBRL and
contained in Exhibit 101)
1
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