Item 3.03 Material Modifications to Rights of Security Holders.
The disclosure set forth under Items 5.03 and 8.01 below is incorporated herein by reference.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On July 1, 2020, Ashford Hospitality Trust, Inc. (the “Company”) filed Articles of Amendment to the Company’s charter (the “Articles of Amendment”) with the State Department of Assessments and Taxation of Maryland to effect a one-for-ten reverse stock split of the outstanding shares of common stock, par value $0.01 per share, of the Company (the “Reverse Stock Split”). The Reverse Stock Split was duly approved by the Board of Directors of the Company without stockholder approval in accordance with the authority conferred by Section 2-309(e)(2) of the Maryland General Corporation Law and Article V, Section 4 of the Company’s charter. Pursuant to the Articles of Amendment, effective as of the close of business on July 15, 2020, each outstanding share of the Company’s common stock, par value $0.01 per share, will automatically combine into 1/10th of share of common stock, par value $0.01 per share. If the Reverse Stock Split would result in the issuance of a fraction of a share of common stock, such fractional share shall be rounded down to the nearest full share and the Company shall pay the holder otherwise entitled to such fraction a sum in cash in an amount equal to the relevant percentage of the amount received per share upon the sale in one or more open market transactions of the aggregate of all such fractional shares. As a result of the Reverse Stock Split, the number of outstanding shares of common stock of the Company will be reduced to approximately 10.5 million shares.
Each stockholder’s percentage ownership in the Company and proportional voting power remains unchanged after the Reverse Stock Split, except for minor changes resulting from the payment of cash for fractional shares. The rights and privileges of stockholders are unaffected by the Reverse Stock Split. There will be no change to the number of authorized shares of the Company’s common stock as a result of the Reverse Stock Split.
The foregoing summary of the Articles of Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Articles of Amendment, a copy of which is attached hereto as Exhibit 3.1 and incorporated herein by reference.
Item 8.01 Other Events.
The Company announced today that the Company’s Board of Directors unanimously approved a reverse split of the Company’s common stock at a ratio of one-for-ten, effective as of the close of business on July 15, 2020. At the market opening on July 16, 2020, the Company’s common stock will begin trading on the New York Stock Exchange on a split-adjusted basis. The Company’s trading symbol will remain unchanged, but the CUSIP number for the Company’s registered common stock will be changed to 044103877. The Company also intends to effect a reverse split of the partnership units of Ashford Hospitality Limited Partnership, the Company’s operating partnership (“Ashford Trust OP”), at a ratio of one-for-ten, effective July 15, 2020. As a result of such reverse split, the number of outstanding partnership units of Ashford Trust OP will be reduced to approximately 2.1 million units.
On July 1, 2020, the Company issued a press release announcing the Reverse Stock Split. A copy of the press release is attached as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit
Number Exhibit Description
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document contained in Exhibit 101)
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