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 15, 2006
ASHFORD HOSPITALITY TRUST, INC.
(Exact name of registrant as specified in its charter)
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MARYLAND
(State of Incorporation)
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001-31775
(Commission File Number)
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86-1062192
(I.R.S. Employer |
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Identification |
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Number) |
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| 14185 Dallas Parkway, Suite 1100 |
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| Dallas, Texas |
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75254 |
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(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))
TABLE OF CONTENTS
ITEM 1.01. ENTRY INTO MATERIAL DEFINITIVE AGREEMENTS
On September 15, 2006, Ashford Hospitality Trust, Inc. (the “Company”) entered into a definitive
agreement to acquire a seven-property, 2,004 room hotel portfolio for approximately $267.2 million
in cash from a partnership of affiliates of Oak Hill Capital Partners, The Blackstone Group, and
Interstate Hotels and Resorts (i.e., MIP BLOOMINGTON, LLC, MIP IOWA CITY, LLC, MIPS SAN DIEGO, LLC,
MIP TRUMBULL, LLC, MIP ANCHORAGE, LLC, MIP WALNUT CREEK, LLC, each a Delaware limited liability
company, and MIP PHILADELPHIA, LP, a Pennsylvania limited partnership).
The seven-property hotel portfolio consists of:
Sheraton Anchorage in Anchorage, AK
Hilton Minneapolis/St. Paul Airport in Bloomington, MN
Sheraton Iowa City in Iowa City, IA
Embassy Suites Philadelphia Airport in Philadelphia, PA
Sheraton San Diego Hotel, Mission Valley in San Diego, CA
Marriott Trumbull in Trumbull, CT
Embassy Suites Walnut Creek in Walnut Creek, CA
The acquisition is expected to close by early December 2006. The Company will operate the hotels
under a long-term management agreement with an affiliate of Remington Lodging & Hospitality, which
is an affiliate of the Company. The Company intends to fund the acquisition with proceeds from its
July 2006 follow-on public offering and from borrowings.
The Company has deposited $20.0 million under the Purchase and Sale Agreement, and this deposit is
non-refundable except (i) in the event of a default under the Purchase and Sale Agreement by the
seller or (ii) as expressly provided in the Purchase and Sale Agreement. Consummation of the
transaction is subject to closing conditions, and the Company’s obligations under the Purchase and
Sale Agreement are conditioned upon satisfaction of customary conditions precedent related to title
of the property, performance of obligations, and similar matters. Accordingly, the Company can
give no assurance that all or part of the transaction will be consummated or that, if consummated,
it would follow all of the terms set forth in the agreements governing the transaction.
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities and 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 19, 2006
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ASHFORD HOSPITALITY TRUST, INC. |
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By:
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/s/ DAVID A. BROOKS
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David A. Brooks
Chief Legal Officer |
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