ASHFORD HOSPITALITY TRUST INC (Form: 8-K, Received: 11/23/2021 06:04:12)

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): November 19, 2021

ASHFORD HOSPITALITY TRUST, INC.

(Exact name of registrant as specified in its charter)

Maryland

001-31775

86-1062192

(State or other jurisdiction of incorporation or organization)

(Commission File Number)

(IRS employer identification number)

14185 Dallas Parkway, Suite 1200

Dallas

Texas

75254

(Address of principal executive offices)

(Zip code)

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

Not Applicable

(Former name or former address, if changed since last report)

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

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

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

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

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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock

AHT

New York Stock Exchange

Preferred Stock, Series D

AHT-PD

New York Stock Exchange

Preferred Stock, Series F

AHT-PF

New York Stock Exchange

Preferred Stock, Series G

AHT-PG

New York Stock Exchange

Preferred Stock, Series H

AHT-PH

New York Stock Exchange

Preferred Stock, Series I

AHT-PI

New York Stock Exchange

ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

As previously announced in our current report on Form 8-K filed on January 15, 2021, Ashford Hospitality Trust, Inc. (“Ashford Trust” or the “Company”) and Ashford Hospitality Limited Partnership, an indirect subsidiary of the Company (the “Borrower”) entered into a Credit Agreement (as amended, the “Credit Agreement”) with certain funds and accounts managed by Oaktree Capital Management, L.P. (the “Lenders”) and Oaktree Fund Administration, LLC, as administrative agent (the “Administrative Agent”). Also as previously announced in our current report on Form 8-K filed on October 13, 2021, Ashford Trust and the Borrower entered into Amendment No. 1 to the Credit Agreement (“Amendment No. 1”) with the Lenders and the Administrative Agent.

On November 19, 2021, Ashford Trust and the Borrower entered into that certain Limited Waiver to Credit Agreement (the “Limited Waiver”) with the guarantors party thereto, the Lenders party thereto, and the Administrative Agent. Pursuant to the Limited Waiver, the Lenders and the Administrative Agent waived Ashford Trust’s obligation to comply with the negative covenant set forth in Section 7.06(b) of the Credit Agreement insofar as such negative covenant prohibits the declaration of any Restricted Payment (as defined in the Credit Agreement) constituting current or accrued dividends on Company Preferred Stock (as defined in the Credit Agreement) on or before November 30, 2021. As a result of the Limited Waiver, effective November 19, 2021, the Company is permitted to declare current and accrued dividends on Company Preferred Stock so long as such declared dividends are not made or paid until after November 30, 2021, and (i) no PIK Principal (as defined in the Credit Agreement) is then outstanding, and (ii) the aggregate amount of Unrestricted Cash (as defined in the Credit Agreement), after giving effect to such Restricted Payment constituting current and accrued dividends on Company Preferred Stock, is not less than an amount equal to the sum of (x) $100,000,000 plus (y) the aggregate principal amount of delayed draw term loans advanced prior to the date thereof or contemporaneously therewith.

The foregoing description of the Credit Agreement, Amendment No. 1 and the Limited Waiver and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Credit Agreement, Amendment No. 1 and the Limited Waiver, copies of which are attached hereto as Exhibit 10.1, Exhibit 10.2 and Exhibit 10.3, respectively, and are incorporated by reference herein.

ITEM 7.01 REGULATION FD DISCLOSURE.

The disclosure set forth under Item 1.01 of this Form 8-K is incorporated herein by reference.

Declaration of Preferred Share Dividends

On November 23, 2021, the Company issued a press release (the “Press Release”) announcing that its board of directors (the “Board”) declared cash dividends on the Company’s 8.45% Series D Cumulative Preferred Stock, 7.375% Series F Cumulative Preferred Stock, 7.375% Series G Cumulative Preferred Stock, 7.50% Series H Cumulative Preferred Stock, and 7.50% Series I Cumulative Preferred Stock reflecting accrued and unpaid dividends for the quarters ending June 30, 2020, September 30, 2020, December 31, 2020, March 31, 2021, June 30, 2021, and September 30, 2021 (the “Accrued Preferred Share Dividends”). The Company will pay a cash dividend of $3.1686 per Series D preferred share, $2.7654 per Series F preferred share, $2.7654 per Series G preferred share, $2.8125 per Series H preferred share, and $2.8125 per Series I preferred share. These preferred share dividends are payable December 10, 2021, to shareholders of record as of December 1, 2021. The aggregate amount of the Accrued Preferred Share Dividends is approximately $18.6 million.

The Company also announced in the Press Release that its Board:

a)declared a dividend for the fourth quarter ending December 31, 2021, of $0.5281 per diluted share, for the Company’s 8.45% Series D Cumulative Preferred Stock. This dividend is payable January 14, 2022, to shareholders of record as of December 31, 2021;

b)declared a dividend for the fourth quarter ending December 31, 2021, of $0.4609 per diluted share, for the Company’s 7.375% Series F Cumulative Preferred Stock. This dividend is payable January 14, 2022, to shareholders of record as of December 31, 2021;

c)declared a dividend for the fourth quarter ending December 31, 2021, of $0.4609 per diluted share, for the Company’s 7.375% Series G Cumulative Preferred Stock. This dividend is payable January 14, 2022, to shareholders of record as of December 31, 2021;

d)declared a dividend for the fourth quarter ending December 31, 2021, of $0.46875 per diluted share, for the Company’s 7.50% Series H Cumulative Preferred Stock. This dividend is payable January 14, 2022, to shareholders of record as of December 31, 2021; and

e)declared a dividend for the fourth quarter ending December 31, 2021, of $0.46875 per diluted share, for the Company’s 7.50% Series I Cumulative Preferred Stock. This dividend is payable January 14, 2022, to shareholders of record as of December 31, 2021.

Prepayment of PIK Principal Outstanding Under the Credit Agreement

Pursuant to the Credit Agreement, prepayment of all PIK Principal outstanding under the Credit Agreement is a condition precedent to the Company’s ability to pay current and accrued dividends on Company Preferred Stock. Accordingly, the Company intends to prepay in full all PIK Principal outstanding under the Credit Agreement prior to the payment of the preferred share dividends announced in the Press Release. As of the date of this Form 8-K, PIK Principal outstanding under the Credit Agreement totals approximately $23.5 million.

Payment of Deferred Advisory Fees

Pursuant to Amendment No. 1, so long as (i) there is no PIK Principal is outstanding, (ii) there are no accrued dividends on Company Preferred Stock, and (iii) the aggregate amount of Unrestricted Cash exceeds the amount of (x) all loans outstanding under the Credit Agreement, (y) the PIK Principal outstanding and (z) an amount equal to pay any premiums (including the Prepayment Premium (as defined in the Credit Agreement)) and fees (excluding the exit fee), in each case, that would then be owing if all loans and PIK Principal were prepaid and the Credit Agreement was terminated, the Company’s obligation to defer certain fees due under the Company’s advisory agreement with Ashford Inc. (the “Advisory Agreement”) shall be suspended. Following the Company’s payment of the Accrued Preferred Share Dividends and the PIK Principal outstanding under the Credit Agreement, the Company believes that all other conditions to the Company’s obligation to subordinate fees due under the Advisory Agreement will be satisfied. Accordingly, following such payments, the Company intends to pay all deferred advisory fees under the Advisory Agreement to Ashford Inc. As of the date of this Form 8-K, such deferred advisory fees total approximately $6.6 million.

* * * * *

A copy of the Press Release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. The information in this Item 7.01 of this Form 8-K and Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.

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.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits

Exhibit Number Description

10.1* Credit Agreement, dated as of January 15, 2021, by and among Ashford Hospitality Trust, Inc., Ashford Hospitality Limited Partnership, OPPS AHT Holdings, LLC, ROF8 AHT PT, LLC, Oaktree Phoenix Investment Fund AIF (Delaware), L.P., and Oaktree Fund Administration, LLC, as administrative agent (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 8-K, filed on January 15, 2021) (File No. 001-31775).

10.2 Amendment No. 1 to Credit Agreement, dated as of October 12, 2021, by and among Ashford Hospitality Trust, Inc., Ashford Hospitality Limited Partnership, OPPS AHT Holdings, LLC, ROF8 AHT PT, LLC, The Lenders Phoenix Investment Fund AIF (Delaware), L.P., and Oaktree Fund Administration, LLC, as administrative agent (incorporated by reference to Exhibit 10.2 to the Registrant’s Form 8-K, filed on October 13, 2021) (File No. 001-31775).

10.3 Limited Waiver to Credit Agreement, dated as of November 19 , 2021, by and among Ashford Hospitality Trust, Inc., Ashford Hospitality Limited Partnership, the guarantors party thereto, the Lenders party thereto and Oaktree Fund Administration, LLC, as administrative agent.

10.4 Investor Agreement, dated as of January 15, 2021, by and among Ashford Hospitality Trust, Inc., OPPS AHT Holdings, LLC and ROF8 AHT PT, LLC (incorporated by reference to Exhibit 10.2 to the Registrant’s Form 8-K, filed on January 15, 2021) (File No. 001-31775).

10.5 Subordination and Non-Disturbance Agreement, dated as of January 15, 2021, by and among Oaktree Fund Administration, LLC as the Administrative Agent and collateral agent on behalf of the Lenders, Ashford Inc., Ashford Hospitality Advisors LLC, Ashford Hospitality Trust, Inc., Ashford Hospitality Limited Partnership, Ashford TRS Corporation, Remington Lodging & Hospitality, LLC, Premier Project Management, LLC and Lismore Capital II LLC (incorporated by reference to Exhibit 10.3 to the Registrant’s Form 8-K, filed on January 15, 2021) (File No. 001-31775).

99.1 Press Release of the Company, dated November 23, 2021, furnished under Item 7.01, announcing the declaration of dividends.

104 Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101)

* Certain of the schedules to the Credit Agreement have been omitted from this filing pursuant to Item 601(a)(5) of Regulation S-K. The Company will furnish copies of any such schedules to the Securities and Exchange Commission upon request.

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: November 23, 2021


			ASHFORD HOSPITALITY TRUST, INC.

			By:			/s/ Alex Rose
						Alex Rose
						Executive Vice President, General Counsel & Secretary

EXHIBIT 10.3

LIMITED WAIVER TO CREDIT AGREEMENT

This LIMITED WAIVER TO CREDIT AGREEMENT (this “Waiver”) is entered into as of November 19, 2021, among ASHFORD HOSPITALITY LIMITED PARTNERSHIP (the “Borrower”), ASHFORD HOSPITALITY TRUST, INC. (the “Parent”), the guarantors party hereto (the “Guarantors”), the Lenders party hereto (the “Lenders”) and OAKTREE FUND ADMINISTRATION, LLC, as administrative agent (in such capacity, together with its successors and assigns in such capacity, the “Administrative Agent”).

RECITALS:

A. The Borrower, the Parent, the Administrative Agent and the Lenders are parties to that certain Credit Agreement, dated as of January 15, 2021, as amended by that certain Amendment No. 1, dated as of October 12, 2021 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time through the date hereof, the “Credit Agreement”).

B. The Borrower, the Parent, the Guarantors, the Administrative Agent and the Lenders have agreed to waive certain provisions set forth in the Credit Agreement, as more fully set forth herein.

AGREEMENT:

In consideration of the premises and mutual covenants herein and for other valuable consideration, the Borrower, the Parent, the Guarantors, the Administrative Agent, and the Lenders party hereto agree as follows:

Section 1.Definitions. Capitalized terms used in this Waiver but not defined have the meaning provided in the Credit Agreement, as modified hereby. Each reference to “hereof”, “hereunder”, “herein” and “hereby” and each other similar reference and each reference to “this Agreement” and each other similar reference contained in the Credit Agreement shall, after giving effect to this Waiver, refer to the Credit Agreement, as modified hereby.

Section 2.Waiver.

2.1The Lenders and the Administrative Agent hereby waive the Parent’s obligation to comply with the negative covenant set forth in Section 7.06(b) of the Credit Agreement insofar as such negative covenant prohibits the declaration of any Restricted Payment constituting current or accrued dividends on Company Preferred Stock on or before November 30, 2021. As such, notwithstanding Section 7.06(b) of the Credit Agreement, effective as of the date first set forth above, the Parent shall be permitted to declare Restricted Payments constituting current or accrued dividends on Company Preferred Stock prior to November 30, 2021, so long as such declared Restricted Payments constituting current or accrued dividends on Company Preferred Stock are not made or paid until after November 30, 2021, and (i) no PIK Principal is then outstanding and (ii) the aggregate amount of Unrestricted Cash, after giving effect to such Restricted Payment, is not less than an amount equal to the sum of (x) $100,000,000 plus (y) the aggregate principal amount of DDTLs advanced prior to the date thereof or contemporaneously therewith.

2.2The waiver contained in this Waiver shall be effective only in this instance and for the specific purpose for which it was intended and shall not be deemed to be a consent to any other transaction or matter or waiver of compliance in the future, or a waiver of any preceding or succeeding breach of the same or any other covenant or provision of the Credit Agreement.

Section 3.Representations and Warranties. Each Loan Party, by signing below, hereby represents and warrants to the Administrative Agent and the Lenders that:

(a)they have the legal power and authority to execute and deliver this Waiver;

(b)the officers executing this Waiver on behalf of the Loan Parties have been duly authorized to execute and deliver the same and bind the Loan Parties with respect to the provisions hereof;

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(c)immediately after giving effect to this Waiver, no Default or Event of Default exists under the Credit Agreement;

(d)this Waiver constitutes the legal, valid and binding agreement and obligation of the Loan Parties, enforceable against the Loan Parties in accordance with its terms, except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors’ rights and by equitable principles relating to enforceability (regardless of whether enforcement is sought in equity or at law); and

(e)each of the representations and warranties set forth in Section 5 of the Credit Agreement and in each other Loan Document is true and correct in all material respects (other than those representations and warranties that are expressly qualified by a Material Adverse Effect or other materiality, in which case such representations and warranties shall be true and correct in all respects) on and as of the date hereof after giving effect to this Waiver, except to the extent that any thereof expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects (other than those representations and warranties that are expressly qualified by a Material Adverse Effect or other materiality, in which case such representations and warranties shall be true and correct in all respects) on and as of such earlier date.

Section 4.Miscellaneous.

4.1Credit Agreement Unaffected. Each reference to the Credit Agreement in any Loan Document shall hereafter be construed as a reference to the Credit Agreement, as modified hereby. Except as herein otherwise specifically provided, all provisions of the Credit Agreement (as modified hereby) and the other Loan Documents shall remain in full force and effect and be unaffected hereby. This Waiver shall constitute a “Loan Document” for all purposes under and pursuant to the Credit Agreement and the other Loan Documents.

4.2Headings. Section headings herein are included herein for convenience of reference only and shall not constitute a part hereof for any other purpose or be given any substantive effect.

4.3Counterparts. This Waiver may be executed in any number of counterparts, by different parties hereto in separate counterparts and by facsimile signature or other electronic transmissions, each of which when so executed and delivered shall be deemed to be an original and all of which taken together shall constitute but one and the same agreement.

4.4Governing Law; Consent to Jurisdiction. The provisions of Sections 11.14 and 11.15 of the Credit Agreement shall be set forth herein mutatis mutandis.

4.5Costs and Expenses. The out-of-pocket expenses incurred by the Administrative Agent or any Lender in connection with the preparation, negotiation, execution, delivery and administration of this Waiver shall be paid by the Borrower in accordance with Section 11.04(a) of the Credit Agreement.

4.6Release. By signing below, each Loan Party hereby releases, remises, acquits and forever discharges the Administrative Agent, the Lenders and their respective employees, agents, representatives, consultants, attorneys, officers, directors, partners, fiduciaries, predecessors, successors and assigns, subsidiary corporations, parent corporations and related corporate divisions (collectively, the “Released Parties”), from any and all actions, causes of action, judgments, executions, suits, debts, claims, demands, liabilities, obligations, damages and expenses of any and every character, known or unknown, direct or indirect, at law or in equity, of whatever nature or kind, whether heretofore or hereafter arising, for or because of any manner of things done, omitted or suffered to be done by any of the Released Parties prior to and including the date of execution hereof, and in any way directly or indirectly arising out of any or in any way connected to this Waiver or any other Loan Document (collectively, the “Released Matters”). Each Loan Party hereby acknowledges that the agreements in this paragraph are intended to be in full satisfaction of all or any alleged injuries or damages arising in connection with the Released Matters. Each Loan Party hereby represents and warrants to the Administrative Agent and each Lender that it has not purported to transfer, assign or otherwise convey any right, title or interest of such Loan Party in any Released Matter to any other Person and that the foregoing constitutes a full and complete release of all Released Matters.

[Signature pages follow.]

IN WITNESS WHEREOF, this Waiver has been duly executed and delivered as of the date first above written.

ASHFORD HOSPITALITY TRUST, INC.

By: /s/ J. Robison Hays III

Name: J. Robison Hays III

Title: Chief Executive Officer

ASHFORD OP GENERAL PARTNER LLC
ASHFORD OP LIMITED PARTNER LLC

By: /s/ J. Robison Hays III

Name: J. Robison Hays III

Title: President and Chief Executive
Officer

ASHFORD HOSPITALITY LIMITED PARTNERSHIP

By: Ashford OP General Partner LLC, its general partner

By: /s/ Alex Rose

Name: Alex Rose

Title: Executive Vice President, General
Counsel and Secretary

[Signature Page to Waiver]

ASHFORD A-3 MEZZ LLC
ASHFORD AA SENIOR MEZZ LLC
ASHFORD C-1 LLC
ASHFORD C-2 LLC
ASHFORD CHAMBERS GP LLC
ASHFORD CREDIT HOLDING LLC
ASHFORD D-3 MEZZ LLC
ASHFORD FIVE JUNIOR HOLDER LLC
ASHFORD FIVE JUNIOR MEZZ LLC
ASHFORD FIVE SENIOR MEZZ LLC
ASHFORD G-3 MEZZ LLC
ASHFORD IHC LLC
ASHFORD JUNIOR A LLC
ASHFORD JUNIOR B LLC
ASHFORD JUNIOR Ml LLC
ASHFORD JUNIOR M2 LLC
ASHFORD LE PAVILLON SENIOR MEZZ LLC
ASHFORD POOL C2 JUNIOR HOLDER LLC
ASHFORD POOL C2 JUNIOR MEZZ LLC
ASHFORD POOL C2 SENIOR MEZZ LLC
ASHFORD SENIOR M1 LLC
ASHFORD SENIOR M2 LLC
ASHFORD TEN JUNIOR MEZZ LLC
ASHFORD TEN SENIOR MEZZ LLC
ASHFORD WQ HOTEL GP LLC
HH MEZZ BORROWER A-4 LLC
HH MEZZ BORROWER G-4 LLC
HH SWAP C LLC
HH SWAP C-1 LLC
HH SWAP F LLC
HH SWAP F-1 LLC
PIM HIGHLAND HOLDING LLC
RFS SPE 2000 LLC

By: /s/ Alex Rose
Name: Alex Rose
Title: Vice President and Secretary

[Signature Page to Waiver]

ASHFORD TRS AA SENIOR MEZZ LLC
ASHFORD TRS ASHTON HOLDER LLC
ASHFORD TRS C-I LLC ASHFORD TRS C-2 LLC
ASHFORD TRS CHAMBERS LLC
ASHFORD TRS FIVE JUNIOR HOLDER I LLC
ASHFORD TRS FIVE JUNIOR HOLDER II LLC
ASHFORD TRS FIVE JUNIOR HOLDER III LLC
ASHFORD TRS FIVE JUNIOR HOLDER IV LLC
ASHFORD TRS FIVE JUNIOR HOLDER V LLC
ASHFORD TRS FIVE JUNIOR MEZZ I LLC
ASHFORD TRS FIVE JUNIOR MEZZ II LLC
ASHFORD TRS FIVE JUNIOR MEZZ III LLC
ASHFORD TRS FIVE JUNIOR MEZZ IV LLC
ASHFORD TRS FIVE JUNIOR MEZZ V LLC
ASHFORD TRS FIVE SENIOR MEZZ I LLC
ASHFORD TRS FIVE SENIOR MEZZ II LLC
ASHFORD TRS FIVE SENIOR MEZZ III LLC
ASHFORD TRS FIVE SENIOR MEZZ IV LLC
ASHFORD TRS FIVE SENIOR MEZZ V LLC
ASHFORD TRS JUNIOR A LLC
ASHFORD TRS JUNIOR B LLC
ASHFORD TRS JUNIOR MI LLC
ASHFORD TRS JUNIOR M2 LLC
ASHFORD TRS LE PA VILLON SENIOR MEZZ LLC
ASHFORD TRS POOL C2 JUNIOR HOLDER LLC
ASHFORD TRS POOL C2 JUNIOR MEZZ LLC
ASHFORD TRS POOL C2 SENIOR MEZZ LLC
ASHFORD TRS POOL C3 JUNIOR HOLDER LLC
ASHFORD TRS POOL C3 JUNIOR MEZZ LLC
ASHFORD TRS POOL C3 SENIOR MEZZ LLC
ASHFORD TRS SENIOR M1 LLC
ASHFORD TRS SENIOR M2 LLC
ASHFORD TRS TEN JUNIOR MEZZ LLC
ASHFORD TRS TEN SENIOR MEZZ LLC
ASHFORD TRS WQ LLC
HH MEZZ BORROWER D-2 LLC
HH MEZZ BORROWER D-4 LLC
AH TENANT CORPORATION
ASHFORD TRS CORPORATION
ASHFORD TRS VI CORPORATION
CRYSTAL CITY TENANT CORP.
LEE VISTA TENANT CORP.
SANTA CLARA TENANT CORP.

By: /s/ Deric S. Eubanks
Name: Deric S. Eubanks
Title: President and Secretary

[Signature Page to Waiver]

ASHFORD CHAMBERS LP

By: ASHFORD CHAMBERS GP LLC,
its general partner

By: /s/ Alex Rose
Name: Alex Rose
Title: Vice President and Secretary

ASHFORD WQ HOTEL LP

By: ASHFORD WQ HOTEL GP LLC,
its general partner

By: /s/ Alex Rose
Name: Alex Rose
Title: Vice President and Secretary

ASHFORD WQ LICENSEE LLC

By: ASHFORD TRS CORPORATION,
its sole member

By: /s/ Deric S. Eubanks
Name: Deric S. Eubanks
Title: President

[Signature Page to Waiver]

OPPS AHT HOLDINGS, LLC

By: Oaktree Fund GP, LLC, its Manager

By: Oaktree Fund GP I, L.P., its Managing Member

By: /s/ Jordan Mikes

Name: Jordan Mikes
Title: Authorized Signatory

By: /s/ Brian Laibow

Name: Brian Laibow

Title: Authorized Signatory

[Signature Page to Waiver]

ROF8 AHT PT, LLC

By: /s/ Taejo Kim

Name: Taejo Kim
Title: Authorized Signatory

By: /s/ Cary Kleinman

Name: Cary Kleinman
Title: Authorized Signatory

[Signature Page to Waiver]

OAKTREE PHOENIX INVESTMENT FUND AIF (DELAWARE), L.P.

By: Oaktree Fund AIF Series, L.P. – Series U, its General Partner

By: Oaktree Fund GP AIF, LLC, its General Partner

By: Oaktree Fund GP III, L.P., its Managing Member

By: /s/ Jordan Mikes

Name: Jordan Mikes

Title: Authorized Signatory

By: /s/ Steven Tesoriere

Name: Steven Tesoriere
Title: Authorized Signatory

[Signature Page to Waiver]

OAKTREE FUND ADMINISTRATION, LLC, as
Administrative Agent

By: Oaktree Capital Management, L.P., its Managing Member

By: /s/ Henry Orren

Name: Henry Orren
Title: Vice President

By: /s/ Brian Price

Name: Brian Price
Title: Senior Vice President

[Signature Page to Waiver]

EXHIBIT 99.1

NEWS RELEASE


Contact:	Deric Eubanks	Jordan Jennings	Joseph Calabrese
	Chief Financial Officer	Investor Relations	Financial Relations Board
	(972) 490-9600	(972) 778-9487	(212) 827-3772

ASHFORD TRUST DECLARES PAYMENT OF ACCRUED PREFERRED DIVIDENDS AND DECLARES PREFERRED DIVIDENDS FOR FOURTH QUARTER OF 2021

DALLAS, November 23, 2021 -- Ashford Hospitality Trust, Inc. (NYSE: AHT) (“Ashford Trust” or the “Company”) announced today that its Board of Directors declared cash dividends on the Company’s Series D, Series F, Series G, Series H, and Series I cumulative preferred stock reflecting accrued and unpaid dividends for the quarters ending June 30, 2020, September 30, 2020, December 31, 2020, March 31, 2021, June 30, 2021, and September 30, 2021. The Company will pay a cash dividend of $3.1686 per Series D preferred share, $2.7654 per Series F preferred share, $2.7654 per Series G preferred share, $2.8125 per Series H preferred share, and $2.8125 per Series I preferred share. These preferred share dividends are payable December 10, 2021 to holders of record as of December 1, 2021.

The Board declared a dividend of $0.5281 per diluted share for the Company’s 8.45% Series D Cumulative Preferred Stock for the fourth quarter ending December 31, 2021. The dividend, which equates to an annual rate of $2.1125 per share, is payable on January 14, 2022, to shareholders of record as of December 31, 2021.

The Board declared a dividend of $0.4609 per diluted share for the Company’s 7.375% Series F Cumulative Preferred Stock for the fourth quarter ending December 31, 2021. The dividend, which equates to an annual rate of $1.8438 per share, is payable on January 14, 2022, to shareholders of record as of December 31, 2021.

The Board declared a dividend of $0.4609 per diluted share for the Company’s 7.375% Series G Cumulative Preferred Stock for the fourth quarter ending December 31, 2021. The dividend,

which equates to an annual rate of $1.8438 per share, is payable on January 14, 2022, to shareholders of record as of December 31, 2021.

The Board declared a dividend of $0.46875 per diluted share for the Company’s 7.50% Series H Cumulative Preferred Stock for the fourth quarter ending December 31, 2021. The dividend, which equates to an annual rate of $1.875 per share, is payable on January 14, 2022, to shareholders of record as of December 31, 2021.

The Board declared a dividend of $0.46875 per diluted share for the Company’s 7.50% Series I Cumulative Preferred Stock for the fourth quarter ending December 31, 2021. The dividend, which equates to an annual rate of $1.875 per share, is payable on January 14, 2022, to shareholders of record as of December 31, 2021.

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Ashford Hospitality Trust is a real estate investment trust (REIT) focused on investing predominantly in upper upscale, full-service hotels.

Follow CEO Rob Hays on Twitter at https://twitter.com/aht_rob or @aht_rob.

Certain statements and assumptions in this press release 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 press release 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 Ashford Trust’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 Securities and Exchange Commission’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 Ashford Trust’s filings with the Securities and Exchange Commission.

The forward-looking statements included in this press release are only made as of the date of this press release. 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 these risks 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.