ITEM 8.01 OTHER EVENTS.
On April 7, 2021, Ashford Hospitality Trust, Inc. (the “Company”) finalized a settlement agreement entered into as of March 30, 2021 (the “Settlement Agreement”) concerning an action pending in the U.S. District Court for the Northern District of Texas captioned Ashford Hospitality Trust, Inc. v. Cygnus Capital, Inc., et al., case number 3:21-cv-00125-M (N.D. Tex.) (the “Cygnus Lawsuit”). The Settlement Agreement is with all parties in the Cygnus Lawsuit, including (i) Brent L. Guinn, solely in his capacity as Trustee of the AHT Excess Ownership Charitable Trust, (ii) Cygnus Capital, Inc., Cygnus Capital Advisers, LLC, Cygnus General Partners, LLC, Cygnus Capital Real Estate Advisors II, LLC, Cygnus Opportunity Fund, LLC, Cygnus Property Fund IV, LLC, Cygnus Property Fund V, LLC, Christopher Swann (collectively, “Cygnus”), Richard Burns, Shannon Johnson, William Miller, Jr., and Roderick Newton II (together with Cygnus, the “Cygnus Parties”), (iii) ThornTree Capital Partners, LP, ThornTree Capital Master Fund LP, and ThornTree Capital GP LLC (collectively, the “ThornTree Parties”) and (iv) Rebecca Harvey (“Harvey,” together with the Cygnus Parties and ThornTree Parties, the “Defendants”).
The Settlement Agreement provides for the voluntary dismissal, with prejudice, of the Cygnus Lawsuit. Under the terms of the Settlement Agreement, Cygnus has agreed to customary standstill restrictions with respect to the Company, which will expire on December 31, 2025, and to abstain from voting at the 2021 annual shareholder meeting. The Settlement Agreement also provides for mutual releases between and among the Company, on the one hand, and the Defendants, on the other hand, of all claims that were or could have been asserted in the Cygnus Lawsuit.
Forward-Looking Statements
Certain statements and assumptions in this Current Report contain or are based upon “forward-looking” information and are being made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements in this Current Report include, among others, statements about the Company’s strategy and future plans. These forward-looking statements are subject to risks and uncertainties. When we use the words “will likely result,” “may,” “anticipate,” “estimate,” “should,” “expect,” “believe,” “intend,” or similar expressions, we intend to identify forward-looking statements. Such statements are subject to numerous assumptions and uncertainties, many of which are outside the Company’s control.
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: the impact of COVID-19, and the rate of adoption and efficacy of vaccines to prevent COVID-19, on our business and investment strategy; the timing and outcome of the SEC’s investigation; our ability to regain S-3 eligibility; our ability to repay, refinance or restructure our debt and the debt of certain of our subsidiaries; anticipated or expected purchases or sales of assets; our projected operating results; completion of any pending transactions; our understanding of our competition; market trends; projected capital expenditures; the impact of technology on our operations and business; general volatility of the capital markets and the market price of our common stock and preferred stock; availability, terms and deployment of capital; availability of qualified personnel; changes in our industry and the markets in which we operate, interest rates or the general economy; and the degree and nature of our competition. These and other risk factors are more fully discussed in the Company’s filings with the SEC.
The forward-looking statements included in this Current Report are only made as of the date of this Current Report. Such forward-looking statements are based on our beliefs, assumptions, and expectations of our future performance taking into account all information currently known to us. These beliefs, assumptions, and expectations can change as a result of many potential events or factors, not all of which are known to us. If a change occurs, our business, financial condition, liquidity, results of operations, plans, and other objectives may vary materially from those expressed in our forward-looking statements. You should carefully consider this risk when you make an investment decision concerning our securities. Investors should not place undue reliance on these forward-looking statements. The Company can give no assurance that these forward-looking statements will be attained or that any deviation will not occur. We are not obligated to publicly update or revise any forward-looking statements, whether as a result of new information, future events or circumstances, changes in expectations, or otherwise, except to the extent required by law.