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): September 10, 2014

 

ASHFORD HOSPITALITY TRUST, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Registrant’s telephone number, including area code: (972) 490-9600

 

Check the appropriate box if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

Item 8.01                                           OTHER EVENTS

 

Reference is hereby made to the registration statement of Ashford Hospitality Trust, Inc. (the “Company”) on Form S-3 (File No. 333-181499), which became effective as of May 17, 2012, pursuant to which the Company registered the sale of debt and equity securities in accordance with the provisions of the Securities Act of 1933, as amended. Reference is also hereby made to the prospectus and the related prospectus supplement, which was filed with the Commission pursuant to Rule 424(b)(7) on September 10, 2014 (the “Prospectus Supplement”), with respect to the issuance and re-sale of up to 159,944 shares of the Company’s common stock.

 

On August 19, 2014, Robert P. Kogod invoked his contractual right of redemption of 159,944 units of limited partnership interest of the Company’s operating partnership, Ashford Hospitality Limited Partnership (the “Operating Partnership”), and has presented the Operating Partnership with a notice of redemption.  The Company intends to satisfy the redemption obligation through the issuance of the common stock covered by the Prospectus Supplement.

 

On September 10, 2014, Hogan Lovells US LLP issued an opinion with respect to the legality of the issuance by the Company of the shares of common stock covered by the Prospectus Supplement, a copy of which is filed as an exhibit to this Form 8-K.

 

Item 9.01                                           FINANCIAL STATEMENTS AND EXHIBITS

 

(d)              Exhibits

 

Exhibit No.			Description
	5.1		Opinion of Hogan Lovells US LLP, dated September 10, 2014, with respect to the legality of the shares of common stock being issued.
	23.1		Consent of Hogan Lovells US LLP (included in Exhibit 5.1).

 

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SIGNATURE

 

Pursuant to the requirements of Section 12 of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Dated:  September 10, 2014

 

	ASHFORD HOSPITALITY TRUST, INC.
	By:	/s/ David A. Brooks
		David A. Brooks
		Chief Operating Officer and General Counsel

 

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Exhibit 5.1

 

Hogan Lovells US LLP Harbor East 100 International Drive, Suite 2000 T +1 410 659 2700 F +1 410 659 2701 www.hoganlovells.com

 

September 10, 2014

 

Board of Directors

Ashford Hospitality Trust, Inc.

14185 Dallas Parkway

Suite 1100

Dallas, TX 75254

 

Redemption of Operating Partnership Units

 

Ladies and Gentlemen:

 

We are acting as counsel to Ashford Hospitality Trust, Inc., a Maryland corporation (the “Company”), in connection with its filing of a prospectus supplement to its registration statement on Form S-3, File No. 333-181499  (the “Registration Statement”), filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Act”), relating to the proposed offering of an 159,944 newly issued shares of the common stock, par value $0.01 per share (the “Common Stock”) of the Company (the “Shares”), all of which shares are issuable in connection with the redemption of certain units of Ashford Hospitality Limited Partnership (the “Operating Partnership”) pursuant to the terms of the Fifth Amended and Restated Limited Partnership Agreement dated as of November 19, 2013 of the Operating Partnership (the “OP Agreement”).  This opinion letter is furnished to you at your request to enable you to fulfill the requirements of Item 601(b)(5) of Regulation S-K, 17 C.F.R. § 229.601(b)(5), in connection with the Registration Statement.

 

For purposes of this opinion letter, we have examined copies of such agreements, instruments and documents as we have deemed an appropriate basis on which to render the opinions hereinafter expressed.  In our examination of the aforesaid documents, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the accuracy and completeness of all documents submitted to us, the authenticity of all original documents, and the conformity to authentic original documents of all documents submitted to us as copies (including telecopies). We also have assumed that the Shares will not be issued in violation of the ownership limit contained in the Company’s charter.  As to all matters of fact, we have relied on the representations and statements of fact made in the documents so reviewed, and we have not independently established the facts so relied on.  This opinion letter is given, and all statements herein are made, in the context of the foregoing.

 

This opinion letter is based as to matters of law solely on the Maryland General Corporation Law, as amended.  We express no opinion herein as to any other laws, statutes, ordinances, rules, or regulations.

 

 

Based upon, subject to and limited by the foregoing, we are of the opinion that the Shares, if and when issued in accordance with the terms of the OP Agreement, will be validly issued, fully paid, and nonassessable.

 

This opinion letter has been prepared for use in connection with the Registration Statement.  We assume no obligation to advise you of any changes in the foregoing subsequent to the effective date of the Registration Statement.

 

We hereby consent to the filing of this opinion letter as Exhibit 5.1 to the Registration Statement.  In giving this consent, we do not thereby admit that we are an “expert” within the meaning of the Securities Act of 1933, as amended.

 

Very truly yours,

 

/s/ Hogan Lovells US LLP

 

HOGAN LOVELLS US LLP

 

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