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    SEC Form SC 13G/A filed by Ashford Hospitality Trust Inc (Amendment)

    2/13/24 5:27:33 PM ET
    $AHT
    Real Estate Investment Trusts
    Real Estate
    Get the next $AHT alert in real time by email
    SC 13G/A 1 d786315dsc13ga.htm SC 13G/A SC 13G/A

     

     

    UNITED STATES

    SECURITIES AND EXCHANGE COMMISSION

    WASHINGTON, D.C. 20549

     

     

    SCHEDULE 13G

    UNDER THE SECURITIES EXCHANGE ACT OF 1934

    (Amendment No. 2)*

     

     

    Ashford Hospitality Trust Inc.

    (Name of Issuer)

    Common Stock, par value $0.01 per share

    (Title of Class of Securities)

    044103 869

    (CUSIP Number)

    December 31, 2023

    (Date of Event Which Requires Filing of this Statement)

     

     

    Check the Appropriate Box to Designate the Rule Pursuant to Which this Schedule Is Filed:

    ☐ Rule 13d-1(b)

    ☒ Rule 13d-1(c)

    ☐ Rule 13d-1(d)

     

    *

    The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

    The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

     

     

     


     1.   

     Names of Reporting Persons

     

     Värde Investment Partners (Offshore) Master, L.P.

     2.  

     Check The Appropriate Box if a Member of a Group (See Instructions)

     (a) ☒  (b) ☐

     

     3.  

     SEC Use Only

     

     4.  

     Citizenship or Place of Organization

     

     Cayman Islands

    Number of

    Shares

    Beneficially 

    Owned By

    Each

    Reporting

    Person

    With

       5.   

     Sole Voting Power

     

     0

       6.  

     Shared Voting Power

     

     364,822

       7.  

     Sole Dispositive Power

     

     0

       8.  

     Shared Dispositive Power

     

     364,822

     9.   

     Aggregate Amount Beneficially Owned by Each Reporting Person

     

     364,822

    10.  

     Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares

     

     ☐

    11.  

     Percent of Class Represented By Amount in Row (9)

     

     1.06%(1)

    12.  

     Type of Reporting Person (See Instructions)

     

     PN

     

    (1)

    Calculated based on 34,513,386 shares of Common Stock outstanding as of November 6, 2023, as reported on the Issuer’s Form 10-Q, filed on November 8, 2023.


     1.   

     Names of Reporting Persons

     

     Värde Credit Partners Master, L.P.

     2.  

     Check The Appropriate Box if a Member of a Group (See Instructions)

     (a) ☒  (b) ☐

     

     3.  

     SEC Use Only

     

     4.  

     Citizenship or Place of Organization

     

     Cayman Islands

    Number of

    Shares

    Beneficially 

    Owned By

    Each

    Reporting

    Person

    With

       5.   

     Sole Voting Power

     

     0

       6.  

     Shared Voting Power

     

     366,812

       7.  

     Sole Dispositive Power

     

     0

       8.  

     Shared Dispositive Power

     

     366,812

     9.   

     Aggregate Amount Beneficially Owned by Each Reporting Person

     

     366,812

    10.  

     Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares

     

     ☐

    11.  

     Percent of Class Represented By Amount in Row (9)

     

     1.06%(1)

    12.  

     Type of Reporting Person (See Instructions)

     

     PN

     

    (1)

    Calculated based on 34,513,386 shares of Common Stock outstanding as of November 6, 2023, as reported on the Issuer’s Form 10-Q, filed on November 8, 2023.


     1.   

     Names of Reporting Persons

     

     Värde Investment Partners, L.P.

     2.  

     Check The Appropriate Box if a Member of a Group (See Instructions)

     (a) ☒  (b) ☐

     

     3.  

     SEC Use Only

     

     4.  

     Citizenship or Place of Organization

     

     Delaware

    Number of

    Shares

    Beneficially 

    Owned By

    Each

    Reporting

    Person

    With

       5.   

     Sole Voting Power

     

     0

       6.  

     Shared Voting Power

     

     284,009

       7.  

     Sole Dispositive Power

     

     0

       8.  

     Shared Dispositive Power

     

     284,009

     9.   

     Aggregate Amount Beneficially Owned by Each Reporting Person

     

     284,009

    10.  

     Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares

     

     ☐

    11.  

     Percent of Class Represented By Amount in Row (9)

     

     0.82%(1)

    12.  

     Type of Reporting Person (See Instructions)

     

     PN

     

    (1)

    Calculated based on 34,513,386 shares of Common Stock outstanding as of November 6, 2023, as reported on the Issuer’s Form 10-Q, filed on November 8, 2023.


     1.   

     Names of Reporting Persons

     

     The Värde Dislocation Fund, L.P.

     2.  

     Check The Appropriate Box if a Member of a Group (See Instructions)

     (a) ☒  (b) ☐

     

     3.  

     SEC Use Only

     

     4.  

     Citizenship or Place of Organization

     

     Cayman Islands

    Number of

    Shares

    Beneficially 

    Owned By

    Each

    Reporting

    Person

    With

       5.   

     Sole Voting Power

     

     0

       6.  

     Shared Voting Power

     

     468,571

       7.  

     Sole Dispositive Power

     

     0

       8.  

     Shared Dispositive Power

     

     468,571

     9.   

     Aggregate Amount Beneficially Owned by Each Reporting Person

     

     468,571

    10.  

     Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares

     

     ☐

    11.  

     Percent of Class Represented By Amount in Row (9)

     

     1.36%(1)

    12.  

     Type of Reporting Person (See Instructions)

     

     PN

     

    (1)

    Calculated based on 34,513,386 shares of Common Stock outstanding as of November 6, 2023, as reported on the Issuer’s Form 10-Q, filed on November 8, 2023.


     1.   

     Names of Reporting Persons

     

     The Värde Fund XIII, L.P.

     2.  

     Check The Appropriate Box if a Member of a Group (See Instructions)

     (a) ☒  (b) ☐

     

     3.  

     SEC Use Only

     

     4.  

     Citizenship or Place of Organization

     

     Cayman Islands

    Number of

    Shares

    Beneficially 

    Owned By

    Each

    Reporting

    Person

    With

       5.   

     Sole Voting Power

     

     0

       6.  

     Shared Voting Power

     

     608,767

       7.  

     Sole Dispositive Power

     

     0

       8.  

     Shared Dispositive Power

     

     608,767

     9.   

     Aggregate Amount Beneficially Owned by Each Reporting Person

     

     608,767

    10.  

     Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares

     

     ☐

    11.  

     Percent of Class Represented By Amount in Row (9)

     

     1.76%(1)

    12.  

     Type of Reporting Person (See Instructions)

     

     PN

     

    (1)

    Calculated based on 34,513,386 shares of Common Stock outstanding as of November 6, 2023, as reported on the Issuer’s Form 10-Q, filed on November 8, 2023.


     1.   

     Names of Reporting Persons

     

     Värde Partners, Inc.

     2.  

     Check The Appropriate Box if a Member of a Group (See Instructions)

     (a) ☒  (b) ☐

     

     3.  

     SEC Use Only

     

     4.  

     Citizenship or Place of Organization

     

     Delaware

    Number of

    Shares

    Beneficially 

    Owned By

    Each

    Reporting

    Person

    With

       5.   

     Sole Voting Power

     

     0

       6.  

     Shared Voting Power

     

     2,092,981

       7.  

     Sole Dispositive Power

     

     0

       8.  

     Shared Dispositive Power

     

     2,092,981

     9.   

     Aggregate Amount Beneficially Owned by Each Reporting Person

     

     2,092,981

    10.  

     Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares

     

     ☐

    11.  

     Percent of Class Represented By Amount in Row (9)

     

     6.06%(1)

    12.  

     Type of Reporting Person (See Instructions)

     

     CO

     

    (1)

    Calculated based on 34,513,386 shares of Common Stock outstanding as of November 6, 2023, as reported on the Issuer’s Form 10-Q, filed on November 8, 2023.


     1.   

     Names of Reporting Persons

     

     Ilfryn C. Carstairs

     2.  

     Check The Appropriate Box if a Member of a Group (See Instructions)

     (a) ☒  (b) ☐

     

     3.  

     SEC Use Only

     

     4.  

     Citizenship or Place of Organization

     

     Australia and the United Kingdom

    Number of

    Shares

    Beneficially 

    Owned By

    Each

    Reporting

    Person

    With

       5.   

     Sole Voting Power

     

     0

       6.  

     Shared Voting Power

     

     2,092,981

       7.  

     Sole Dispositive Power

     

     0

       8.  

     Shared Dispositive Power

     

     2,092,981

     9.   

     Aggregate Amount Beneficially Owned by Each Reporting Person

     

     2,092,981

    10.  

     Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares

     

     ☐

    11.  

     Percent of Class Represented By Amount in Row (9)

     

     6.06%(1)

    12.  

     Type of Reporting Person (See Instructions)

     

     IN

     

    (1)

    Calculated based on 34,513,386 shares of Common Stock outstanding as of November 6, 2023, as reported on the Issuer’s Form 10-Q, filed on November 8, 2023.


     1.   

     Names of Reporting Persons

     

     Bradley Bauer

     2.  

     Check The Appropriate Box if a Member of a Group (See Instructions)

     (a) ☒  (b) ☐

     

     3.  

     SEC Use Only

     

     4.  

     Citizenship or Place of Organization

     

     United States

    Number of

    Shares

    Beneficially 

    Owned By

    Each

    Reporting

    Person

    With

       5.   

     Sole Voting Power

     

     0

       6.  

     Shared Voting Power

     

     2,092,981

       7.  

     Sole Dispositive Power

     

     0

       8.  

     Shared Dispositive Power

     

     2,092,981

     9.   

     Aggregate Amount Beneficially Owned by Each Reporting Person

     

     2,092,981

    10.  

     Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares

     

     ☐

    11.  

     Percent of Class Represented By Amount in Row (9)

     

     6.06%(1)

    12.  

     Type of Reporting Person (See Instructions)

     

     IN

     

    (1)

    Calculated based on 34,513,386 shares of Common Stock outstanding as of November 6, 2023, as reported on the Issuer’s Form 10-Q, filed on November 8, 2023.


    Item 1(a).

    Name of Issuer

    Ashford Hospitality Trust, Inc. (the “Issuer”)

     

    Item 1(b).

    Address of the Issuer’s Principal Executive Offices

    14185 Dallas Parkway Suite 1200

    Dallas, Texas 75254

     

    Item 2(a).

    Names of Persons Filing

    This statement is filed by the entities and persons listed below, all of whom together are referred to herein as the “Reporting Persons”:

     

      (i)

    Värde Investment Partners (Offshore) Master, L.P. (“VIP Offshore”);

     

      (ii)

    Värde Credit Partners Master, L.P. (“Credit Partners”);

     

      (iii)

    Värde Investment Partners, L.P. (“VIP”);

     

      (iv)

    The Värde Dislocation Fund, L.P. (“Värde Dislocation”);

     

      (v)

    The Värde Fund XIII, L.P. (“Fund XIII” and, together with each of the foregoing, the “Värde Funds”);

     

      (vi)

    Värde Partners, Inc. (“General Partner”);

     

      (vii)

    Mr. Ilfryn C. Carstairs (“Mr. Carstairs”); and

     

      (viii)

    Bradley Bauer (“Mr. Bauer”).

     

    Item 2(b).

    Address of the Principal Business Office, or if none, Residence

    The principal business address of each Reporting Person is 901 Marquette Ave S, Suite 3300, Minneapolis, MN 55402.

     

    Item 2(c).

    Citizenship

    See responses to Item 4 on each cover page.

     

    Item 2(d).

    Title of Class of Securities

    Common Stock, par value $0.01 per share

     

    Item 2(e).

    CUSIP Number

    044103 869

     

    Item 3.

    If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a (n):

    Not Applicable.

     

    Item 4.

    Ownership

     

      (a)

    Amount beneficially owned:

    See responses to Item 9 on each cover page.


      (b)

    Percent of Class:

    See responses to Item 11 on each cover page.

     

      (c)

    Number of shares as to which the Reporting Person has:

     

      (i)

    Sole power to vote or to direct the vote:

    See responses to Item 5 on each cover page.

     

      (ii)

    Shared power to vote or to direct the vote:

    See responses to Item 6 on each cover page.

     

      (iii)

    Sole power to dispose or to direct the disposition of:

    See responses to Item 7 on each cover page.

     

      (iv)

    Shared power to dispose or to direct the disposition of:

    See responses to Item 8 on each cover page.

    The reported securities are held as follows:

     

      •  

    VIP Offshore directly holds 364,822 shares of Common Stock, representing 1.06% of the outstanding shares of Common Stock. VIP directly holds 284,009 shares of Common Stock, representing 0.82% of the outstanding shares of Common Stock. Värde Investment Partners G.P., L.P. (“VIP GP”) is the general partner of each of VIP Offshore and VIP, and Värde Investment Partners UGP, LLC (“VIP UGP”) is the general partner of VIP GP. Therefore, VIP GP and VIP UGP may be deemed beneficial owners of the securities held directly by VIP Offshore and VIP.

     

      •  

    Credit Partners directly holds 366,812 shares of Common Stock, representing 1.06% of the outstanding shares of Common Stock. Värde Credit Partners G.P., L.P. (“Credit Partners GP”) is the general partner of Credit Partners, and Värde Credit Partners UGP, LLC (“Credit Partners UGP”) is the general partner of Credit Partners GP. Therefore, Credit Partners GP and Credit Partners UGP may be deemed beneficial owners of the securities held directly by Credit Partners.

     

      •  

    Värde Dislocation directly holds 468,571 shares of Common Stock, representing 1.36% of the outstanding shares of Common Stock. The Värde Dislocation Fund G.P., L.P. (“Värde Dislocation GP”) is the general partner of Värde Dislocation, and The Värde Dislocation Fund UGP, LLC (“Värde Dislocation UGP”) is the general partner of Värde Dislocation GP. Therefore, Värde Dislocation GP and Värde Dislocation UGP may be deemed beneficial owners of the shares held directly by Värde Dislocation.

     

      •  

    Fund XIII directly holds 608,767 shares of Common Stock, representing 1.76% of the outstanding shares of Common Stock. The Värde Fund XIII G.P., L.P. (“Fund XIII GP”) is the general partner of Fund XIII, and The Värde Fund XIII UGP, LLC (“Fund XIII UGP”) is the general partner of Fund XIII GP. Therefore, Fund XIII GP and Fund XIII UGP may be deemed beneficial owners of the securities held directly by Fund XIII.

     

      •  

    Värde Partners, L.P. (“VPLP”) is the managing member of VIP UGP, Credit Partners UGP, VP UGP, Värde Dislocation UGP and Fund XIII UGP. The General Partner is the general partner of VPLP. Each of Mr. Carstairs and Mr. Bauer is the Co-Chief Executive Officer of the General Partner. Therefore, VPLP, the General Partner, and Mr. Carstairs and Mr. Bauer may be deemed beneficial owners of the securities held directly by the Värde Funds.

    The filing of this statement on Schedule 13G (this “Statement”) shall not be construed as an admission that any of the Reporting Persons are, for the purposes of Section 13(d) and/or Section 13(g) of the Act, the beneficial owner of any securities covered by this Statement.


    Item 5.

    Ownership of Five Percent or Less of a Class

    Not Applicable.

     

    Item 6.

    Ownership of More than Five Percent on Behalf of Another Person

    Not Applicable.

     

    Item 7

    Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company

    Not Applicable.

     

    Item 8.

    Identification and Classification of Members of the Group

    Not Applicable.

     

    Item 9.

    Notice of Dissolution of Group

    Not Applicable.

     

    Item 10.

    Certification

    By signing below each of the Reporting Persons certifies that, to the best of their knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a–11.


    SIGNATURE

    After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

    Dated: February 13, 2024

     

    VÄRDE INVESTMENT PARTNERS (OFFSHORE) MASTER, L.P.
    By: Värde Investment Partners G.P., L.P., its General Partner
    By: Värde Investment Partners UGP, LLC, its General Partner
    By: Värde Partners, L.P., its Managing Member
    By: Värde Partners, Inc., its General Partner
    By:   /s/ Andrew Malone
    Name:   Andrew Malone
    Title:   General Counsel
    VÄRDE CREDIT PARTNERS MASTER, L.P.
    By: Värde Credit Partners G.P., L.P., its General Partner
    By: Värde Credit Partners UGP, LLC, its General Partner
    By: Värde Partners, L.P., its Managing Member
    By: Värde Partners, Inc., its General Partner
    By:   /s/ Andrew Malone
    Name:   Andrew Malone
    Title:   General Counsel
    VÄRDE INVESTMENT PARTNERS, L.P.
    By: Värde Investment Partners G.P., L.P., its General Partner
    By: Värde Investment Partners UGP, LLC, its General Partner
    By: Värde Partners, L.P., its Managing Member
    By: Värde Partners, Inc., its General Partner
    By:   /s/ Andrew Malone
    Name:   Andrew Malone
    Title:   General Counsel
    THE VÄRDE DISLOCATION FUND, L.P.
    By: The Värde Dislocation Fund G.P., L.P., its General Partner
    By: The Värde Dislocation Fund UGP, LLC, its General Partner
    By: Värde Partners, L.P., its Managing Member
    By: Värde Partners, Inc., its General Partner


    By:   /s/ Andrew Malone
    Name:   Andrew Malone
    Title:   General Counsel
    THE VÄRDE FUND XIII, L.P.
    By: The Värde Fund XIII G.P., LP, its General Partner
    By: The Värde Fund XIII UGP, LLC, its General Partner
    By: Värde Partners, L.P., its Managing Member
    By: Värde Partners, Inc., its General Partner
    By:   /s/ Andrew Malone
    Name:   Andrew Malone
    Title:   General Counsel
    VÄRDE PARTNERS, INC.
    By:   /s/ Andrew Malone
    Name:   Andrew Malone
    Title:   General Counsel
    ILFRYN CARSTAIRS
    By:   /s/ Ilfryn Carstairs
    BRADLEY BAUER
    By:   /s/ Bradley Bauer


    EXHIBIT LIST

     

    Exhibit A    Joint Filing Agreement, dated as of February 13, 2024, by and among the Reporting Persons.
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