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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 2,
2023
ASHFORD HOSPITALITY TRUST, INC.
(Exact name of registrant as specified in its charter)
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Maryland |
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001-31775 |
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86-1062192 |
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(State or other jurisdiction of incorporation or
organization) |
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(Commission File Number) |
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(IRS employer identification number) |
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14185 Dallas Parkway, Suite 1200 |
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Dallas |
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Texas |
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75254 |
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(Address of principal executive offices) |
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(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:
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Title of each class |
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Trading Symbol(s) |
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Name of each exchange on which registered |
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Common Stock |
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AHT |
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New York Stock Exchange |
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Preferred Stock, Series D |
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AHT-PD |
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New York Stock Exchange |
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Preferred Stock, Series F |
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AHT-PF |
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New York Stock Exchange |
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Preferred Stock, Series G |
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AHT-PG |
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New York Stock Exchange |
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Preferred Stock, Series H |
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AHT-PH |
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New York Stock Exchange |
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Preferred Stock, Series I |
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AHT-PI |
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New York Stock Exchange |
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE
AGREEMENT
Limited Waiver Under Advisory Agreement
On March 2, 2023, Ashford Hospitality Trust, Inc. (“Ashford Trust”
or the “Company”) entered into a Limited Waiver Under Advisory
Agreement (the “Advisory Agreement Limited Waiver”) with Ashford
Hospitality Limited Partnership (the “Operating Partnership”),
Ashford TRS Corporation (“TRS”), Ashford Inc. (“AINC”) and Ashford
Hospitality Advisors LLC (together with AINC, the
“Advisor”).
As previously disclosed, the Company, the Operating Partnership,
TRS and the Advisor are parties to a Second Amended and Restated
Advisory Agreement, dated as of January 14, 2021 (the “Advisory
Agreement”), which (i) allocates responsibility for certain
employee costs between the Company and the Advisor, and (ii)
permits the board of directors of the Company (the “Board”) to
issue annual equity awards in the Company or the Operating
Partnership to employees and other representatives of the Advisor
based on achievement by the Company of certain financial or other
objectives, or otherwise as the Board sees fit.
Pursuant to the Advisory Agreement Limited Waiver, the Company, the
Operating Partnership, TRS and the Advisor waive the operation of
any provision in the Advisory Agreement that would otherwise limit
the ability of the Company in its discretion, at the Company’s cost
and expense, to award during the first and second fiscal quarters
of calendar year 2023 (the “Waiver Period”), cash incentive
compensation to employees and other representatives of the Advisor;
provided that such awarded cash incentive compensation does not
exceed $13,063,844, in the aggregate, during the Waiver
Period.
The foregoing description of the Advisory Agreement Limited Waiver
does not purport to be complete and is subject to, and qualified in
its entirety by, the full text of the Advisory Agreement Limited
Waiver, a copy of which is attached hereto as Exhibit 10.1 and is
incorporated herein by reference.
Limited Waiver to Credit Agreement
As previously announced in our current report on Form 8-K filed on
January 15, 2021, Ashford Trust and the Operating Partnership, as
borrower (the “Borrower”), entered into a Credit Agreement (as
amended, the “Credit Agreement”) with certain funds and accounts
managed by Oaktree Capital Management, L.P. (the “Lenders”) and
Oaktree Fund Administration, LLC, as administrative agent (the
“Administrative Agent”).
On March 2, 2023, Ashford Trust and the Borrower entered into that
certain Limited Waiver to Credit Agreement (the “Limited Waiver to
Credit Agreement”) with the guarantors party thereto, the Lenders
party thereto and the Administrative Agent. Pursuant to the Limited
Waiver to Credit Agreement, the Borrower, the other Loan Parties
(as defined in the Credit Agreement), the Lenders and the
Administrative Agent acknowledged and agreed that:
(a) certain deferred cash grants were or are being awarded to
employees and/or officers of the Advisor and/or their affiliates
pursuant to equity compensation plans during 2022 and 2023, in
aggregate amounts of $7,950,817 in 2022 and $13,063,844 in 2023
(i.e.,
$21,014,661 in the aggregate) (the “Specified Deferred Cash
Grants”), which the parties agreed may be made (and were or are
being made) in lieu of deferred stock grants that would otherwise
be permitted and made under the terms of the Advisory
Agreement;
(b) accordingly, (i) the departure from the terms of the Advisory
Agreement in making the Specified Deferred Cash Grants as described
in the foregoing clause (a) shall be deemed to be permitted under
Section 7.13(b) of the Credit Agreement; provided, however, the
Borrower and the other Loan Parties agree that the Specified
Deferred Cash Grants, together with any other Restricted Payments
(as defined in the Credit Agreement) made pursuant to Section
7.06(f) of the Credit Agreement, shall not exceed $30,000,000 in
the aggregate; (ii) the Lenders and the Administrative Agent waive
non-compliance with Section 7.13(b), if any, prior to March 2,
2023, which resulted or would result (absent the waiver) from the
making of the Specified Deferred Cash Grants in accordance with the
foregoing provisions of Section 2 of the Limited Waiver to Credit
Agreement, and (iii) effective from March 2, 2023 Section 7.13(b)
shall be deemed to be amended to permit the Specified Deferred Cash
Grants in accordance with the foregoing provisions of Section 2 of
the Limited Waiver to Credit Agreement; and
(c) the waiver contained in the Limited Waiver to Credit Agreement
shall be effective only in this instance and for the specific
purpose for which it was intended and shall not be deemed to be a
consent to any other transaction or matter or waiver of compliance
in the future, or a waiver of any preceding or succeeding breach of
the same or any other covenant or provision of the Credit
Agreement.
The foregoing description of the Limited Waiver to Credit Agreement
does not purport to be complete and is subject to, and qualified in
its entirety by, the full text of the Limited Waiver to Credit
Agreement, a copy of which is attached hereto as Exhibit 10.2 and
is incorporated herein by reference.
ITEM 9.01 FINANCIAL STATEMENTS AND
EXHIBITS
(d) Exhibits
Exhibit Number Description
104 Cover Page Interactive Data File
(formatted in Inline XBRL and contained in Exhibit
101)
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.
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ASHFORD HOSPITALITY TRUST, INC. |
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Dated: March 2, 2023 |
By: |
/s/ Alex Rose |
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Alex Rose |
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Executive Vice President, General Counsel &
Secretary |
Ashford Hospitality (NYSE:AHT)
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