8-K

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): April 20, 2020

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

Not Applicable

(Former name or former address, if changed since last report)

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. ¨

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock	AHT	New York Stock Exchange
Preferred Stock, Series D	AHT-PD	New York Stock Exchange
Preferred Stock, Series F	AHT-PF	New York Stock Exchange
Preferred Stock, Series G	AHT-PG	New York Stock Exchange
Preferred Stock, Series H	AHT-PH	New York Stock Exchange
Preferred Stock, Series I	AHT-PI	New York Stock Exchange

Item 1.01    Entry into a Material Definitive Agreement.

Certain subsidiaries of Ashford Hospitality Trust, Inc. (the “Company”) recently applied for loans (collectively, the “PPP Loans,” and each loan, a “PPP Loan”) from Key Bank, N.A., under the Paycheck Protection Program (“PPP”) which was established under the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”). In addition to the executed PPP Loans previously disclosed on our Form 8-K dated April 15, 2020, the Company has applied for a loan for each of the entities listed in Exhibit 99.1 to this Current Report (each such entity, a “Borrower”). Each Borrower owns a hotel, and the proceeds from each PPP Loan will be used in accordance with the terms of the CARES Act program, as described further below. The aggregate amount of the seventy-five PPP Loans set forth on Exhibit 99.1 is approximately $45.9 million. As of April 24, 2020, fourteen loans set forth on Exhibit 99.1 with an aggregate principal amount of $7.9 million have been approved and funded. The remainder of the loans set forth on Exhibit 99.1 are in various stages of the loan application process and there can be no assurances that the Borrowers will receive any funds from any of the PPP loans which have not yet been funded.

The term of each PPP Loan is two years. The interest rate on each PPP Loan is 1.00%, which shall be deferred for the first six months of the term of the loan. Pursuant to the terms of the CARES Act, the proceeds of each PPP Loan may be used for payroll costs, mortgage interest, rent or utility costs. The promissory note evidencing each PPP Loan contains customary events of default relating to, among other things, payment defaults, breach of representations and warranties, or provisions of the promissory note. The occurrence of an event of default may result in a claim for the immediate repayment of all amounts outstanding under such PPP Loan, collection of all amounts owing from the respective Borrower, filing suit and obtaining judgment against the respective Borrower.

Under the terms of the CARES Act, each Borrower can apply for and be granted forgiveness for all or a portion of the PPP Loan. Such forgiveness will be determined, subject to limitations, based on the use of loan proceeds in accordance with the terms of the CARES Act, as described above, during the 8-week period after loan origination and the maintenance or achievement of certain employee levels. No assurance is provided that any Borrower will obtain forgiveness under any relevant PPP Loan in whole or in part.

Item 2.03    Creation of a Direct Financial Obligation or an Obligation under an Off Balance Sheet Arrangement of the Registrant.

The disclosure in Item 1.01 of this Current Report is incorporated herein by reference.

Forward-Looking Statements

This Current Report contains various forward-looking statements within the meaning of federal securities laws. Such forward-looking statements are subject to risks, uncertainties and other factors, which could cause actual results to differ materially from future results expressed or implied by such forward-looking statements. The Company can give no assurances that such plans will be attained or achieved. Potential risks and uncertainties include, but are not limited to, the potential that Key Bank does not fund the PPP Loans in accordance with the terms of such loans, potential delays or failure to fund the PPP Loans as a result of administrative issues related to the PPP Loan program implementation or the Small Business Administration no longer having sufficient money to fund such loans, economic conditions, concerns with or threats of, or the consequences of, pandemics, contagious diseases or health epidemics, including COVID-19, the potential that we are not able to negotiate forbearance agreements with lenders for indebtedness at certain subsidiaries of the Company, competition and other uncertainties detailed from time to time in the Company’s Securities and Exchange Commission filings. These forward-looking statements are based upon the current expectations and beliefs of the Company’s management as of the date of this Current Report on Form 8-K, and are subject to certain risks and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. Except as required by applicable law, the Company assumes no obligation to update publicly any forward-looking statements, whether as a result of new information, future events or otherwise.

Item 9.01    Financial Statements and Exhibits.

(d) Exhibits

Exhibit

Number     Exhibit Description

99.1 PPP Loans and Borrowers

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: April 24, 2020

ASHFORD HOSPITALITY TRUST, INC.
By:	/s/ Deric S. Eubanks
	Deric S. Eubanks
	Chief Financial Officer

EX-99.1

EXHIBIT 99.1

PPP Loans

Borrower	Hotel Name	Loan Amount
Ashford Atlantic Beach LP	One Ocean Atlantic Beach	$	1,412,300
Ashford Santa Clara Partners LP	Embassy Suites Santa Clara	$	953,400
Ashford Alexandria LP	Hilton Alexandria	$	343,315
Ashford Plano-C LP	Courtyard Plano	$	232,903
Ashford Bloomington LP	Courtyard Bloomington	$	144,533
Ashford Fremont LP	Marriott Fremont	$	1,248,500
HH Texas Hotel Associates LP	Marriott Sugarland	$	934,630
Ashford San Jose LP	Residence Inn Newark	$	230,673
Ashford Plymouth Meeting LP	SpringHill Suites Plymouth Meeting	$	206,605
Ashford BWI Airport LP	SpringHill Suites Baltimore	$	172,413
Ashford Evansville I LP	Hampton Inn Evansville	$	127,228
Ashford Buford II LP	SpringHill Suites Buford	$	121,363
Ashford Kennesaw I LP	Fairfield Inn Kennesaw	$	104,900
PIM Boston Back Bay LLC	Hilton Boston	$	1,702,778
Ashford Downtown Atlanta LP	W Hotel Atlanta	$	1,450,960
St. Petersburg Florida Hotel Limited Partnership	Hilton Saint Petersburg	$	992,100
Ashford Kennesaw II LP	SpringHill Suites Kennesaw	$	113,493
Ashford MV San Diego Limited Partnership	Sheraton Hotel San Diego	$	651,500
Minnetonka Minnesota Hotel Limited Partnership	Sheraton Hotel Minneapolis	$	558,573
Ashford LV Hughes Center LP	Residence Inn Las Vegas	$	431,068
Ashford Buena Vista LP	Residence Inn Lake Buena Vista	$	407,438
HH Denver LLC	Courtyard Denver	$	376,665
Ashford Scottsdale LP	Courtyard Scottsdale	$	318,470
Ashford Hawthorne LP	SpringHill Suites Manhattan Beach	$	298,553
Ashford Louisville LP	Courtyard Louisville	$	269,418
Ashford Bridgewater Hotel Partnership LP	Marriott Bridgewater	$	1,426,000
Ashford Crystal City Limited Partnership	Courtyard Crystal City	$	749,383
Ashford WQ Licensee LLC	WorldQuest Resort Orlando	$	350,203
Ashford Falls Church Limited Partnership	Residence Inn Fairfax Merrifield	$	305,828
Ashford Austin LP	Embassy Suites Austin	$	291,513
Ashford Mira Mesa San Diego Limited Partnership	Residence Inn San Diego	$	264,205
Ashford Dulles LP	Embassy Suites Herndon	$	335,908
Ashford Boston Billerica LP	Courtyard Billerica Boston	$	395,105
Ashford Posada LP	La Posada de Santa Fe	$	1,201,873
New Indianapolis Downtown Hotel Limited Partnership	Sheraton Hotel Indianapolis	$	989,373
HH Princeton LLC	Westin Princeton	$	938,282
Ashford Bucks County LLC	Sheraton Hotel Langhorne	$	544,695
HH Chicago LLC	Silversmith Chicago	$	540,925
HH Gaithersburg LLC	Courtyard Gaithersburg	$	453,408
Ashford Basking Ridge LP	Courtyard Basking Ridge	$	452,440
Annapolis Maryland Hotel Limited Partnership	Annapolis Inn Annapolis	$	440,453
Ashford Oakland LP	Courtyard Oakland	$	439,380

Borrower	Hotel Name	Loan Amount
HH Churchill Hotel Associates LP	The Churchill Washington	$	435,678
Palm Beach Florida Hotel and Office Building Limited Partnership	Embassy Suites West Palm Beach	$	404,025
Ashford Newark LP	Courtyard Newark	$	390,865
New Houston Hotel Limited Partnership	Embassy Suites Houston	$	283,975
Ashford Phoenix Airport LP	Residence Inn Phoenix	$	265,255
Ashford Flagstaff LP	Embassy Suites Flagstaff	$	256,668
Ashford Crystal Gateway LP	Marriott Arlington	$	3,853,988
HH Palm Springs LLC	Renaissance Palm Springs	$	1,478,560
HH Savannah LLC	Hyatt Regency Savannah	$	1,456,848
HH FP Portfolio LLC	Hilton Parsippany	$	1,293,633
HH FP Portfolio LLC	Hyatt Regency Hauppauge	$	1,212,788
Ashford PH Partners LP	Embassy Suites Portland	$	1,048,248
New Fort Worth Tower | Hotel Limited Partnership	Hilton Fort Worth	$	941,715
Ashford Minneapolis Airport LP	Hilton Bloomington	$	920,095
Ashford Philly LP	Embassy Suites Philadelphia	$	779,375
Ashford Le Pavillon LP	Le Pavillon	$	669,553
Key West Florida Hotel Limted Partnership	Crowne Plaza Key West	$	589,225
Ashford Ft. Lauderdale Weston I LLC	Courtyard Fort Lauderdale	$	311,950
HH Baltimore LLC	Hilton Garden Inn Baltimore	$	298,485
HH LC Portfolio LLC	Hilton Garden Inn Virginia Beach	$	250,285
Ashford Phoenix Airport North LP	Hampton Inn Phoenix	$	181,608
HH FP Portfolio LLC	Hampton Inn Parsippany	$	154,723
Ashford New York LP	Embassy Suites New York Midtown Manhattan	$	1,240,595
Ashford Foshay LP	W Hotel Minneapolis	$	883,843
Ashford Scotts Valley LP	Hilton Scotts Valley/Santa Cruz	$	634,010
Ashford Orlando Sea World Limited Partnership	Residence Inn Orlando	$	474,938
CY Manchester Hotel Partners LP	Courtyard Manchester	$	188,893
Ashford Jacksonville IV LP	Residence Inn Jacksonville	$	182,805
Ashford Salt Lake Limited Partnership	Residence Inn Salt Lake City	$	175,748
Ashford Overland Park Limited Partnership	Courtyard Overland Park	$	174,935
Ashford Raleigh Limited Partnership	SpringHill Suites Durham	$	171,920
RI Manchester Hotel Partners LP	Residence Inn Manchester	$	168,263
Ashford Charlotte Limited Partnership	SpringHill Suites Charlotte	$	163,878

XML

Document and Entity Information	Apr. 20, 2020
Entity Information [Line Items]
Document Type	8-K
Document Period End Date	Apr. 20, 2020
Entity Registrant Name	ASHFORD HOSPITALITY TRUST, INC.
Entity Central Index Key	0001232582
Amendment Flag	false
Entity Incorporation, State or Country Code	MD
Entity File Number	001-31775
Entity Tax Identification Number	86-1062192
Entity Address, Address Line One	14185 Dallas Parkway, Suite 1100
Entity Address, City or Town	Dallas
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	75254
City Area Code	972
Local Phone Number	490-9600
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Common Stock
Entity Information [Line Items]
Title of 12(b) Security	Common Stock
Trading Symbol	AHT
Security Exchange Name	NYSE
Preferred Stock, Series D
Entity Information [Line Items]
Title of 12(b) Security	Preferred Stock, Series D
Trading Symbol	AHT-PD
Security Exchange Name	NYSE
Preferred Stock, Series F
Entity Information [Line Items]
Title of 12(b) Security	Preferred Stock, Series F
Trading Symbol	AHT-PF
Security Exchange Name	NYSE
Preferred Stock, Series G
Entity Information [Line Items]
Title of 12(b) Security	Preferred Stock, Series G
Trading Symbol	AHT-PG
Security Exchange Name	NYSE
Preferred Stock, Series H
Entity Information [Line Items]
Title of 12(b) Security	Preferred Stock, Series H
Trading Symbol	AHT-PH
Security Exchange Name	NYSE
Preferred Stock, Series I
Entity Information [Line Items]
Title of 12(b) Security	Preferred Stock, Series I
Trading Symbol	AHT-PI
Security Exchange Name	NYSE