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AHT > SEC Filings for AHT > Form 8-K on 14-Apr-2014All Recent SEC Filings

Show all filings for ASHFORD HOSPITALITY TRUST INC

Form 8-K for ASHFORD HOSPITALITY TRUST INC


14-Apr-2014

Other Events, Financial Statements and Exhibits


Item 8.01 OTHER EVENTS

Reference is hereby made to the registration statement of Ashford Hospitality Trust, Inc. (the "Company") on Form S-3 (File No. 333-181499), which became effective as of May 17, 2012, pursuant to which the Company registered the sale of debt and equity securities in accordance with the provisions of the Securities Act of 1933, as amended. Reference is also hereby made to the prospectus and the related prospectus supplement, which was filed with the Commission pursuant to Rule 424(b)(5) on April 10, 2014, with respect to 7,500,000 shares of the Company's common stock.

On April 9, 2014, the Company and Ashford Hospitality Limited Partnership, the Company's operating partnership, entered into an Underwriting Agreement (the "Underwriting Agreement") with Merrill Lynch, Pierce, Fenner & Smith Incorporated and Morgan Stanley & Co. LLC, for themselves and as representatives of the underwriters listed in Schedule I of the Underwriting Agreement, in connection with the issuance and sale of shares of the Company's common stock.

On April 14, 2014, Hogan Lovells US LLP issued an opinion with respect to the legality of the issuance and sale by the Company of the shares of common stock to be sold pursuant to the Underwriting Agreement, a copy of which is filed as an exhibit to this Form 8-K.

On April 14, 2014, Andrews Kurth LLP issued an opinion with respect to tax matters, a copy of which is filed as an exhibit to this Form 8-K.



Item 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits

Exhibit No.                                   Description

    1.1         Underwriting Agreement, dated April 9, 2014, between Ashford
                Hospitality Trust, Inc., Ashford Hospitality Limited Partnership and
                Merrill Lynch, Pierce, Fenner & Smith Incorporated and Morgan Stanley &
                Co. LLC, for themselves and as representatives of the underwriters
                listed in Schedule I of the Underwriting Agreement

    5.1         Opinion of Hogan Lovells US LLP, dated April 14, 2014, with respect to
                the legality of the shares of common stock being issued.

    8.1         Opinion of Andrews Kurth LLP, dated April 14, 2014, with respect to tax
                matters.

    23.1        Consent of Hogan Lovells US LLP (included in Exhibit 5.1).

    23.2        Consent of Andrews Kurth LLP (included in Exhibit 8.1).


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