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): February 28, 2024

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 1200
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 appropriate box below 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 14a-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.

On January 29, 2024 (the “Effective Date”), PIM Boston Back Bay LLC and PIM TRS Boston Back Bay LLC (together, “Seller”), indirect wholly owned subsidiaries of Ashford Hospitality Trust, Inc. (the “Company”), entered into an Agreement of Purchase and Sale (the “Agreement”) with Beantown Hotel Owner LLC, as purchaser (“Purchaser”), for the sale of Hilton Boston Back Bay Hotel (the “Hotel”) for $171 million in cash, subject to customary pro-rations and adjustments (the “Purchase Price”). As required by the Agreement, Purchaser has deposited a total of $8 million (the “Deposit”) into escrow pending the closing or termination of the Agreement. Under the Agreement, from the Effective Date through 5:00 p.m. Eastern Time on February 28, 2024 (the “Study Period”), Purchaser had the right to terminate the Agreement in Purchaser’s sole discretion by providing a written notice of termination to Seller. The Study Period expired on February 28, 2024 and Purchaser provided a “go hard notice” to Seller indicating Purchaser’s election to proceed with closing in accordance with the Agreement. The sale of the Hotel is expected to close in the first quarter of 2024, subject to customary closing conditions. If the transaction closes as contemplated, the Deposit will be applied to the Purchase Price.

The Agreement contains terms, conditions, covenants, representations and warranties and indemnities from each of the respective parties that are customary and typical for a transaction of this nature. Several conditions to closing on the sale remain to be satisfied, and there can be no assurance that the sale transaction will be completed on the general terms described above or at all.

ITEM 7.01    REGULATION FD DISCLOSURE.

On February 29, 2024, the Company issued a press release announcing progress on the Company’s plan to pay off its strategic financing and announcing the Company’s entry into the Agreement. A copy of the press release is attached hereto as Exhibit 99.1.

The information in this Item 7.01 of this Form 8-K and Exhibit 99.1 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        Description

99.1    Press Release of the Company, dated February 29, 2024

104    Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101)

SIGNATURES

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.

	ASHFORD HOSPITALITY TRUST, INC.
Dated: February 29, 2024	By:	/s/ Alex Rose
		Alex Rose
		Executive Vice President, General Counsel & Secretary

EX-99.1

EXHIBIT 99.1

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 HOSPITALITY TRUST ANNOUNCES PROGRESS

IN PLAN TO PAY OFF STRATEGIC FINANCING WITH AGREEMENT

TO SELL THE HILTON BOSTON BACK BAY

DALLAS – February 29, 2024 – Ashford Hospitality Trust, Inc. (NYSE: AHT) (“Ashford Trust” or the “Company”) today announced that it has signed a definitive agreement to sell the 390-room Hilton Boston Back Bay (the “Hotel”) in Boston, Massachusetts for $171 million ($438,000 per key). The sale is expected to be completed in March, and is subject to normal closing conditions. The Company provides no assurances that the sale will be completed on these terms or at all.

For the trailing twelve months ended December 31, 2023, the Hotel’s net income was $2.3 million, its net operating income was $14.9 million, and its Hotel EBITDA was $16.7 million. When adjusted for the Company’s anticipated capital expenditures, the sale price represents a 7.3% capitalization rate on 2023 net operating income, or 12.3x 2023 Hotel EBITDA. Excluding the anticipated capital spend, the sale price represents an 8.7% capitalization rate on 2023 net operating income, or 10.2x 2023 Hotel EBITDA. The Company expects the net proceeds to be approximately $70 million after repayment of the underlying mortgage debt and closing costs. The Company expects to use the net proceeds for general corporate purposes including the paydown of its strategic financing.

“We are pleased to announce the planned sale of the Hilton Boston Back Bay for a very attractive value,” commented Rob Hays, Ashford Trust’s President and Chief Executive Officer.

“This sale is an early step toward the recently announced plan to pay off our strategic financing. We continue to have several assets in the market at various stages of the sales process and look forward to providing more updates in the coming weeks.”

* * * * *

Ashford Hospitality Trust is a real estate investment trust (REIT) focused on investing predominantly in upper upscale, full-service hotels.

Ashford Hospitality Trust, Inc.
Hilton Boston Back Bay
Reconciliation of Hotel Net Income to Hotel EBITDA and Hotel Net Operating Income
(Unaudited, in millions)
	12 Months Ending
	December 31, 2023
Net income (loss)	$	2.3
Interest expense	8.9
Amortization of loan costs	0.5
Depreciation and amortization	4.7
Non-hotel EBITDA ownership expense	0.3
Hotel EBITDA	$	16.7
Capital reserve	(1.8)
Hotel Net Operating Income	$	14.9

_________

All information in this table is based upon unaudited operating financial data for the twelve month period ended December 31, 2023. This data has not been audited or reviewed by the Company’s independent registered public accounting firm. The financial information presented could change.

EBITDA is defined as net income (loss), computed in accordance with generally accepted accounting principles, before interest, taxes, depreciation and amortization. Hotel EBITDA multiple is defined as the purchase price divided by the trailing 12 month EBITDA. A capitalization rate is determined by dividing the property’s annual net operating income by the purchase price. Net operating income is the property’s hotel EBITDA minus a capital expense reserve of 4% of gross revenues.

Forward-Looking Statements

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, including its plans to raise capital through a combination of asset sales, mortgage debt refinancings and non-traded preferred capital raising and to pay off its strategic financing. 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,” “could,” “plan,” or similar expressions, we intend to identify forward-looking statements. Such statements are subject to numerous assumptions and uncertainties, many of which are outside of 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: our ability to complete the sale of Hilton Boston Back Bay on the terms currently anticipated or at all; our ability to raise sufficient capital to pay off our strategic debt; our ability to repay, refinance, or restructure our debt and the debt of certain of our subsidiaries; anticipated or expected purchases or sales of assets; our projected operating results; completion of any pending transactions; our understanding of our competition; market

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trends; projected capital expenditures; the impact of technology on our operations and business; general volatility of the capital markets and the market price of our common stock and preferred stock; availability, terms and deployment of capital; availability of qualified personnel; changes in our industry and the markets 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 made only as of the date of this press release. Such forward-looking statements are based on our beliefs, assumptions, and expectations of our future performance taking into account all information currently known to us. These beliefs, assumptions, and expectations can change as a result of many potential events or factors, not all of which are known to us. If a change occurs, our business, financial condition, liquidity, results of operations, plans, and other objectives may vary materially from those expressed in our forward-looking statements. You should carefully consider these risks when you make an investment decision concerning our securities. Investors should not place undue reliance on these forward-looking statements. The Company can give no assurance that these forward-looking statements will be attained or that any deviation will not occur. 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, except to the extent required by law.

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Document and Entity Information	Feb. 28, 2024
Entity Information [Line Items]
Document Type	8-K
Document Period End Date	Feb. 28, 2024
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 1200
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
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Security Exchange Name	NYSE
Preferred Stock, Series D
Entity Information [Line Items]
Title of 12(b) Security	Preferred Stock, Series D
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Security Exchange Name	NYSE
Preferred Stock, Series F
Entity Information [Line Items]
Title of 12(b) Security	Preferred Stock, Series F
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Security Exchange Name	NYSE
Preferred Stock, Series G
Entity Information [Line Items]
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Security Exchange Name	NYSE
Preferred Stock, Series H
Entity Information [Line Items]
Title of 12(b) Security	Preferred Stock, Series H
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Security Exchange Name	NYSE
Preferred Stock, Series I
Entity Information [Line Items]
Title of 12(b) Security	Preferred Stock, Series I
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