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 17, 2015

 

ASHFORD HOSPITALITY TRUST, INC.

(Exact name of registrant as specified in its charter)

 

MARYLAND
(State or other jurisdiction of
incorporation)

 

001-31775
(Commission File Number)

 

86-1062192
(IRS Employer
Identification No.)

 

14185 Dallas Parkway, Suite 1100
Dallas, Texas
(Address of principal executive offices)

 

75254
(Zip Code)

 

 

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 1.01.  Entry into a Material Definitive Agreement

 

On September 17, 2015, Ashford Hospitality Trust, Inc. (the “ Company ”) entered into a letter agreement with Ashford Inc. (the “ Letter Agreement ”), clarifying that for purposes of determining the “Termination Fee” under the Amended and Restated Advisory Agreement, dated June 10, 2015 (the “ Advisory Agreement ”), by and among the Company, Ashford Hospitality Limited Partnership, Ashford TRS Corporation (“ TRS Corp. ”), Ashford Inc. and Ashford Hospitality Advisors LLC (“ Ashford LLC ” and, together with Ashford Inc., the “ Advisor ”), “Net Earnings” and “Adjusted EBITDA” shall not include Advisor’s Adjusted EBITDA arising under a series of Hotel Master Management Agreements by and among TRS Corp., Remington Lodging & Hospitality, LLC and certain other parties (collectively, the “ Master Management Agreement ”) attributable to Management Fees, Project Management Fees and Market Service Fees (all as defined in the Master Management Agreement) earned by Remington Holdings, LP and/or its subsidiaries and consolidated with the Advisor. The Company entered into the Letter Agreement in connection with Advisor entering into certain definitive documents for the combination of Advisor with Remington Holdings, LP.

 

Pursuant to the Advisory Agreement, the Advisor manages the day-to-day operations of the Company and its affiliates in conformity with the Company’s investment guidelines.

 

The Letter Agreement is filed with this Form 8-K as Exhibit 10.1 and is incorporated by reference herein.  This summary does not purport to be complete and is qualified in its entirety by the terms of the Letter Agreement.

 

Item 9.01  Financial Statements and Exhibits

 

(d) Exhibits

 

Exhibit
Number

 

Description

 

 

 

10.1

 

Letter Agreement, dated September 17, 2015, by and between Ashford Hospitality Trust, Inc. and Ashford Inc.

 

2


 

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.

 

Dated: September 18, 2015

 

 

 

 

ASHFORD HOSPITALITY TRUST, INC.

 

 

 

 

 

By:

/s/ David A. Brooks

 

 

David A. Brooks

 

 

Chief Operating Officer and General Counsel

 

3

Exhibit 10.1

 

 

September 17, 2015

 

Ashford Inc.

14185 Dallas Parkway, Suite 1100

Dallas, Texas  75254

Attn:  Independent Directors

 

Re: Clarification regarding that certain Amended and Restated Advisory Agreement (as amended, the “Advisory Agreement”), dated June 10, 2015, among Ashford Hospitality Trust, Inc. (“Ashford Trust Inc.”), Ashford Hospitality Limited Partnership (the “Trust Operating Partnership”), Ashford TRS Corporation (‘TRS Corp.” and, together with Ashford Trust Inc., Trust Operating Partnership and TRS Corp., collectively “Ashford Trust” ), Ashford Inc. (“Ashford Inc.) and Ashford Hospitality Advisors LLC (“Ashford LLC” and, together with Ashford Inc., collectively, the “Advisor”)

 

Gentlemen:

 

In connection with Advisor entering into certain definitive documents for the combination of Advisor with Remington Holdings, LP (“Remington”), the independent directors of Advisor and Ashford Trust agree to the following clarification to the Advisory Agreement:

 

Notwithstanding anything to the contrary contained in the Advisory Agreement including, without limitation, the definitions of “Adjusted EBITDA” and “Net Earnings”, the parties clarify and agree that for purposes of determining the “Termination Fee” under the Advisory Agreement, “Net Earnings” and “Adjusted EBITDA” shall not include Advisor’s Adjusted EBITDA (Advisor’s GAAP net income plus income taxes, depreciation, amortization and one-time expenses and other adjustments) arising under (i) that certain Hotel Master Management Agreement dated August 29, 2003, among TRS Corp., Remington Lodging & Hospitality, LLC (successor in interest to Remington Lodging & Hospitality, L.P.), and the Landlords (as defined therein), (ii) that certain Hotel Master Management Agreement dated September 29, 2006, among TRS Corp., Remington Lodging & Hospitality, LLC (successor in interest to Remington Management, L.P.), and the Landlords (as defined therein), and (iii) that certain Hotel Master Management Agreement dated March 10, 2011, among Remington Lodging & Hospitality, LLC, and the Lessees (as defined therein) (as each of the foregoing are

 

14185 DALLAS PARKWAY  -  SUITE 1100  -  DALLAS, TEXAS  75254

972-490-9600  -  MAIN    972-490-9605  -  FAX

 


 

amended or supplemented from time to time, collectively, the “Master Management Agreement”) attributable to Management Fees, Project Management Fees and Market Service Fees (all as defined in the Master Management Agreement) earned by Remington Holdings, LP and/or its subsidiaries and consolidated with the Advisor.

 

To evidence your agreement to the foregoing, please execute below.

 

 

 

Sincerely,

 

ASHFORD HOSPITALITY TRUST, INC.,

 

On behalf of Ashford Trust

 

 

 

By:

/s/ Benjamin Ansell

 

 

Benjamin Ansell

 

 

Lead Director

 

 

 

 

AGREED:

 

ASHFORD INC.,

 

On behalf of Advisor

 

 

 

By:

/s/ Brian Wheeler

 

 

 

Brian Wheeler

 

 

 

Lead Director

 

 

Date:

September 17, 2015