Required Amount; and (y)the amount of cash deposited into the Termination Fee Escrow Account by Trust; provided that in any event Trust shall be required to deposit an amount of cash equal to at least 50% of the Required Amount. The Advisor shall have the right and power, without any further approval of Trust to cause the escrow agent to draw on such letter of credit, provided that any draws on such letter of credit shall remain in the Termination Fee Escrow Account; and

(4) if the face amount of such letter of credit is not equal to at least the aggregate of the Required Amount less the cash deposited into the Termination Fee Escrow Account, then to secure prompt and complete payment of any deficit, Trust shall pledge and grant to the Advisor a continuing first priority security interest in and lien upon Trust’s right, title and interest in and to real property, personal property and other assets acceptable to the Advisor, and having a book value of no less than 120% of the deficit (collectively, the “Collateral”).

At the time of termination by Trust or the Advisor to the Advisory Agreement, and the time amounts owed with respect to such termination become due and payable (the “Termination Payment Time”), the Advisor shall have the right and authority to notify the escrow agent for the Termination Fee Escrow Account that the Termination Payment Time has occurred and to cause the escrow agent to disburse to the Advisor, by cashier’s check or wire transfer, the cash funds, including any cash generated by drawing on any letter of credit either prior to or at the Termination Payment Time, in the Termination Fee Escrow Account at the applicable Termination Payment Time without any action or approval required on the part of Trust. The Advisor shall also have the right and power, without any further approval of Trust to exercise, by foreclosure or otherwise, any rights in the Collateral, to the security interest granted to the Advisor therein. Any cash in the Termination Fee Escrow Account that exceeds the amounts due and payable under the Advisory Agreement shall be disbursed by the escrow agent to Trust, by cashier’s check or wire transfer. The Advisor shall retain all rights to pursue collection and payment of any amounts that are not otherwise paid through the exercise of rights under the Termination Fee Escrow Account, a letter of credit and against the Collateral.

Pledge of the Advisory Agreement. The Advisor may assign the Advisory Agreement or pledge and grant a security interest in the Advisory Agreement to any lender of the Advisor without the consent of Trust; provided, however, that in advance of such assignment the Advisor and such lender must enter into definitive documentation, to which Trust shall be an express third-party beneficiary, providing that (i)in the event the lender is required to the terms of such loan agreement to provide to the Advisor notice of any default or potential default by the Advisor under such loan agreement, the lender shall simultaneously provide such notice to Trust, (ii)the Advisor shall promptly notify Trust upon AINC’s or Ashford LLC’s reasonable belief that it is in default under any such loan agreement, (iii)Trust shall have an explicit right to cure, for the account of the Advisor, all actual or potential defaults of the Advisor within the longer of (A)seven business days of such default and (B)the number of days the Advisor has to cure such default to the underlying loan agreement and (iv)the lender shall not take an action or fail to take any action that would result in Trust failing to maintain its status as a REIT under the Internal Revenue Code.

Trust Covenants. In the event that the Advisor has funded or committed Enhanced Return Investments in an aggregate amount equal to at least forty million dollars ($40,000,000), then:

(1) Trust shall not permit its Consolidated Tangible Net Worth, as of the end of any fiscal quarter, to be less than the sum of (A)one billion dollars ($1,000,000,000) and (B)an amount equal to seventy-five percent (75%) of the net equity proceeds received by Trust by reason of the issuance and sale of equity interests in Trust after the date of the Advisory Agreement;

(2) without AINC’s or Ashford LLC’s consent, delivered in writing to the board of directors of Trust, Trust shall not declare or pay (A)any dividend or distribution (whether in cash, securities or other property) with respect to any common shares or common units of Trust, or any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any common shares or common units of Trust, or on account of any return of capital to Trust’s common stockholders or common unitholders (or the equivalent person thereof) (a “Distribution”), that (x)would exceed Trust’s current quarterly dividend of $0.12 per common share and common unit and (y)on an annualized basis would exceed a dividend rate of 9.9% (or such higher annualized dividend rate, if applicable, equal to the average annualized dividend rate of the Peer Group (as defined in the Advisory Agreement) over the 90 days immediately preceding such Distribution) or (B)any Distribution for the purpose of avoiding, hindering or delaying the payment by Trust of the Termination Fee hereunder; provided, however, that nothing herein shall prohibit Trust from declaring or paying any dividend or distribution which, based on the advice of counsel, is necessary for Trust to maintain its REIT status; and

(3) Trust’s Investment Guidelines will be deemed modified, without further action required by the parties hereto, to exclude select service assets, meaning, generally, not full service assets and Trust shall be deemed to have granted to the Advisor, without further action required by the parties hereto, the right to advise and sponsor a select service platform including sourcing select service assets for such platform to the exclusion of Trust (provided that Trust shall not be required to convey to or otherwise include in AINC’s or Ashford LLC’s select service platform any select service assets owned by Trust).

For purposes of the Advisory Agreement, “Consolidated Tangible Net Worth” means, the consolidated shareholders’ equity of Trust, as determined in accordance with GAAP, minus the amount of Trust’s consolidated intangible assets under GAAP, plus the amount of Trust’s consolidated accumulated depreciation; provided, however, that there shall be excluded from the calculation of “Consolidated Tangible Net Worth” any effects resulting from the application of FASB ASC No.715: Compensation—Retirement Benefits. Consolidated Tangible Net Worth shall be adjusted to remove any impact from straight line rent leveling adjustments required under GAAP and amortization of intangibles to State of Financial Accounting Standards number 141.

Key Money. Certain sections of the Advisory Agreement related to “Key Money” have been deleted including the information previously set forth in Section16.

The foregoing description of the ERFP Agreement does not purport to be complete and is subject to, and qualified in its entirety, by the full text of the ERFP Agreement, which is attached hereto as Exhibit10.1 and is incorporated herein by reference.

ITEM 8.01 OTHER EVENTS

On June26, 2018 the Company issued a press release and released an investor presentation announcing entry into the ERFP Agreement. The press release and presentation are attached hereto as Exhibit99.1 and Exhibit99.2, respectively, and are incorporated herein by reference.

Additional Information and Where to Find It

The Company files annual, quarterly and current reports, proxy and information statements and other information with the SEC. INVESTORS ARE URGED TO READ THESE MATERIALS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO AND DOCUMENTS INCORPORATED BY REFERENCE THEREIN) BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY. These materials, and any other documents filed by the Company with the SEC, may be obtained free of charge at the SEC’s website at www.sec.gov. In

addition, investors and security holders may obtain free copies of the documents filed with the SEC at the Company’s website, www.ahtreit.com, under the “Investors” link, or by requesting them in writing or by telephone from the Company at 14185 Dallas Parkway, Suite1100, Dallas, Texas 75254, Attn: Investor Relations or (972) 490-9600.

Safe Harbor for Forward-Looking Statements

Certain statements made in this Form8-K, including all exhibits attached hereto, could be considered forward-looking and subject to certain risks and uncertainties that could cause results to differ materially from those projected. When the Company uses the words “will,” “may,” “anticipate,” “estimate,” “should,” “could,” “expect,” “believe,” “intend,” “potential,” or similar expressions, it intends to identify forward-looking statements. Such forward-looking statements include, but are not limited to, the Company’s business and investment strategy, its understanding of its competition, current market trends and opportunities, projected operating results, and projected capital expenditures.

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: general volatility of the capital markets and the market price of the Company’s common stock; changes in the Company’s business or investment strategy; availability, terms and deployment of capital; availability of qualified personnel; changes in the Company’s industry and the market in which it operates, interest rates or the general economy, and the degree and nature of the Company’s competition. These and other risk factors are more fully discussed in each company’s filings with the Securities and Exchange Commission.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d)Exhibits

ASHFORD HOSPITALITY TRUST INC Exhibit
EX-10.1 2 a18-16037_1ex10d1.htm EX-10.1 Exhibit 10.1   Execution Version   ENHANCED RETURN FUNDING PROGRAM AGREEMENT   AND   AMENDMENT NO. 1   TO THE   AMENDED AND RESTATED ADVISORY AGREEMENT   THIS ENHANCED RETURN FUNDING PROGRAM AGREEMENT AND AMENDMENT NO. 1 TO THE AMENDED AND RESTATED ADVISORY AGREEMENT (this “ERFP Agreement”) is dated and effective as of June 26,…
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About ASHFORD HOSPITALITY TRUST,INC. (NYSE:AHT)

Ashford Hospitality Trust, Inc. (Ashford), together with its subsidiaries, is an externally advised real estate investment trust (REIT). The Company operates through direct hotel investments segment. It is focused on investing in the hospitality industry with a focus on full-service upscale and upper-upscale hotels in the United States. The Company owns its lodging investments and conducts its business through Ashford Hospitality Limited Partnership, its operating partnership. Its hotels are operated under the brands of Hilton, Hyatt, Marriott, Starwood and Intercontinental Hotels Group. The Company’s hotels portfolio is asset-managed by Ashford LLC. The Company is focused on direct hotel investments and it may invest in a range of lodging-related assets. Its investments may include direct hotel investments; mezzanine financing through origination or acquisition; first-lien mortgage financing through origination or acquisition, and sale-leaseback transactions.