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