ASHFORD HOSPITALITY TRUST INC: conclusion of a material definitive agreement, material modification of the rights of security holders, change of directors or principal officers, modifications of the articles or by-laws; Change of fiscal year, disclosure of FD regulations, other events, financial statements and documents (Form 8-K)
Item 1.01 Conclusion of a Material Definitive Agreement.
At July 16, 2021, Ashford Hospitality Trust, Inc., a Maryland company (the “Company”), has completed a one-in-ten (the “Split Ratio”) of the outstanding common shares, par value $ 0.01 per share, of the Company (the “Reverse Stock Split”), from the close of business on July 16, 2021.
As part of the Reverse Stock Split, the July 16, 2021, Ashford OP General Partner LLC, a Delaware limited liability company and a wholly owned subsidiary of the Company, has signed Amendment No. 9 to the Seventh Amended and Restated Limited Partnership Agreement (the “Partnership Agreement Amendment”) of Ashford Hospitality Limited Partnership, the operating partnership of the Company (“Ashford Trust OP”), for the purpose of amending and reclassifying the issued and outstanding limited partnership units (as defined in the Addendum to the Company Agreement in sponsorship) in accordance with the split ratio (the “Reverse Unit Split”) in effect after the close of business on July 16, 2021. As a result of the unit split, the number of outstanding limited partnership units of Ashford Trust OP was reduced to approximately 402,222 units.
The summary of the amendment to the partnership agreement contained in this section 1.01 does not purport to be complete and is qualified in its entirety by reference to the full text of the amendment to the partnership agreement, which is filed as an exhibit. 10.1 hereof and incorporated by reference herein.
Item 3.03 Material Changes in Rights of Securityholders.
The disclosure set forth in Sections 5.02, 5.03 and 8.01 below is incorporated herein by reference.
Item 5.02 Departure of Directors or Key Officers; Election of directors; Appointment of key executives; Compensatory provisions of certain officers.
(e) The Board of Directors of the Company has approved an amendment (the “Plan Amendment”) to the 2021 Stock Incentive Plan of Ashford Hospitality Trust, Inc.
(the “Plan”), in force July 16, 2021. The plan amendment proportionately adjusted the total number of common shares issuable under the plan to reflect the stock split. Shares and share-based awards outstanding under the plan have also been prorated to reflect the Reverse Stock Split.
The description of the Plan Amendment contained in this Section 5.02 is qualified in its entirety by reference to the full text of the Plan Amendment, which is filed as Exhibit 10.2 hereof and is incorporated by reference herein.
Section 5.03 Amendments to Articles of Incorporation or Bylaws; Change of exercise.
The disclosure set forth in section 8.01 below is incorporated herein by reference.
At July 12, 2021, the Company has filed Articles of Amendment to the Company’s charter (the “Articles of Amendment”) with the Maryland Department of Assessment and Taxation to perform the Reverse Stock Split. In accordance with the articles of amendment, in force from 11:59 p.m. at July 16, 2021, each outstanding share of the ordinary shares of the Company, par value $ 0.01 per share, will automatically combine into 1 / 10th ordinary share, par value $ 0.01 per share. If the Reverse Stock Split results in the issue of a fraction of an ordinary share, this fraction of a share will be rounded up to the nearest whole share and the Company will pay the holder otherwise entitled to this fraction a sum in cash. in an amount equal to the relevant percentage of the amount received per share upon the sale in one or more transactions on the open market of all of all such fractional shares. As a result of the Reverse Stock Split, the number of outstanding common shares of the Company will be reduced to approximately 26.5 million shares.
The percentage of participation of each shareholder in the Company and the proportional voting right remain unchanged after the Reverse Stock Split, with the exception of minor changes resulting from the cash payment for fractional shares. The rights and privileges of shareholders are not affected by the Reverse Stock Split. The number of authorized common shares of the Company will not change as a result of the Reverse Stock Split.
The above summary of the Articles of Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Articles of Amendment, a copy of which is attached hereto as Exhibit 3.1 and incorporated herein by reference.
Article 7.01 Regulation FD Disclosure.
At July 16, 2021, the Company issued a press release announcing the completion of the Reverse Stock Split. A copy of the press release is attached as Exhibit 99.1 and is incorporated here by reference.
The information in Item 7.01 of this Form 8-K and in Exhibit 99.1 attached hereto will not be considered “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ‘), or otherwise subject to the responsibilities under this section, nor be incorporated by reference in a filing under the Securities Act of 1933, as amended, or the Exchange Act, unless expressly stated by specific reference in such a deposit.
Item 8.01 Other Events.
As previously announced, the Company completed a one-for-ten Reverse Stock Split of the outstanding shares of its common stock, effective after the close of business on July 16, 2021. As a result of the Reverse Stock Split, there are 26,514,061 common shares of the Company issued and outstanding.
Item 9.01 Financial statements and supporting documents.
3.1 Articles of Amendment to the Articles of Amendment and Restatement of
10.1 Amendment No. 9 to the Seventh Amended and Restated Agreement of
Limited Partnership of Ashford Hospitality Limited Partnership, dated
July 16, 2021
10.2 Amendment No. 1 to the 2021 Incentive Stock Plan of Ashford
Hospitality Trust, Inc., dated July 16, 2021
99.1 Press Release of the Company, dated July 16, 2021
104 Cover Page Interactive Data File (embedded within the Inline XBRL