Proxy Statement Pursuant to Section 14(a) of
The Securities Exchange Act of 1934
(Amendment No. )
☐ Check
box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of
its filing.
Cygnus Capital Inc., together
with the other participants named herein (collectively, “Cygnus”), intends to file a preliminary proxy statement and
accompanying WHITE proxy card with the Securities and Exchange Commission to be used to solicit votes for the election of its slate
of director nominees at the upcoming annual meeting of stockholders of Ashford Hospitality Trust, Inc. a Maryland corporation (the
“Company”).
Item 1: On January 25, 2021, Cygnus issued the
following press release:
Cygnus Capital Addresses Ashford Hospitality
Trust’s Latest Attempt to Undermine Corporate Democracy
Intends to Fight AHT’s Baseless Lawsuit,
Which Appears to Represent a Blatant Entrenchment Maneuver Designed to Disenfranchise Cygnus and Insulate Chairman Monty Bennett
and his Boardroom Allies
Highlights the Board Appears to be Wasting
AHT’s Finite Resources on Under-Handed Efforts to Harm Cygnus and Thwart a Fair, Open Election Contest
Notes Cygnus Will Not be Deterred by AHT’s
Low-Road Campaign and Remains Fully Committed to Offering Stockholders the Opportunity to Vote for Board Change at the 2021 Annual
Meeting
ATLANTA – JANUARY 25, 2021 – BUSINESS
WIRE – Cygnus Capital, Inc. (together with its affiliates, “Cygnus” or “we”), which collectively
with the other participants in its solicitation beneficially owns approximately 2.7% of the outstanding shares of common stock
of Ashford Hospitality Trust, Inc. (NYSE: AHT) ("AHT" or the “Company”), including 40,000 shares of common
stock underlying certain call options, and a significant portion of each of the outstanding series of preferred stock, today commented
on the lawsuit filed by AHT on January 19, 2021. AHT is suing Cygnus in order to prevent the firm from nominating director candidates
and running an election contest at the Company’s 2021 Annual Meeting of Stockholders (“Annual Meeting”).
As a reminder, on January 5, 2021 Cygnus announced
that it has nominated five highly-qualified and independent candidates for election to AHT’s eight-member Board of Directors
(the “Board”) at the Annual Meeting. Please visit www.RenovateAshford.com to learn more about the Cygnus slate and
sign up for updates.
Christopher Swann, Founder and Chief Executive
Officer of Cygnus, stated:
“The lawsuit filed last week by AHT
is baseless and we intend on vigorously defending ourselves. This action appears to be a blatant entrenchment maneuver intended
to disenfranchise Cygnus and insulate Monty Bennett and his boardroom allies, who have demonstrated a flagrant disregard for stockholders
and their rights for years. We contend that the incumbent Board has irreparably impugned its credibility by once again weaponizing
litigation in an attempt to silence a sizable stockholder and undermine corporate democracy.
We believe stockholders should be equally
alarmed that the Board is wasting AHT’s finite resources on under-handed efforts to harm Cygnus and thwart a fair, open election
contest. AHT recently took the extraordinary step of having its external legal counsel – paid for by stockholders –
directly contact and seemingly harass hundreds of our limited partners, who had nothing to do with Cygnus’ decision to nominate
director candidates. This followed AHT’s representatives apparently trying to intimidate our nominees, including one who
ultimately resigned from our slate in early January rather than serve as its sixth member. Fortunately for stockholders, Cygnus
will not allow Mr. Bennett to use scorched-earth litigation and reputational attacks as means of escaping accountability.
In our view, the need for meaningful change
atop AHT has only been reinforced by the Board’s increasingly anti-stockholder agenda. AHT recently announced it intends
to grant approximately 1% of its stock to its Chief Executive Officer, Rob Hays, who is one of Mr. Bennett’s long-time associates.
The Company also amended its external advisory agreement to make it more difficult to terminate the Ashford Inc. arrangement that
handsomely rewards the Bennett family. These moves come on the heels of seemingly perpetual dilution.
It is important to stress that Cygnus brings
a long-term mindset to its public market investments. Although we have never before nominated director candidates, the dire situation
at AHT has compelled us to fight for change and protect stockholders from further dilution and suffering. Cygnus will not be
deterred by the incumbent Board’s low-road campaign and remains fully committed to offering stockholders the opportunity
to vote for sorely-needed change at this year’s Annual Meeting. We continue to believe there is tremendous value that
can ultimately be unlocked at AHT with a reconstituted and independent Board at the helm.”
About Cygnus
Cygnus is an integrated
real estate investment and alternative asset management company focused on opportunistic, special situation, and distressed real
estate investments. Cygnus targets long term, absolute returns for investors by applying a differentiated approach to real estate
investing. By placing an emphasis on the acquisition, workout, and disposition of real estate debt assets characterized by their
complexity, inefficiency, and niche qualities, Cygnus is able to target superior, absolute returns for its investors. Cygnus beneficially
owns approximately (i) 2.7% of the Company’s outstanding shares of common stock, (ii) 4.6% of the Company’s outstanding
8.45% Series D Cumulative Preferred Stock, (iii) 6.2% of the Company’s outstanding 7.375% Series F Cumulative Preferred Stock,
(iv) 6.9% of the Company’s outstanding 7.375% Series G Cumulative Preferred Stock, (v) 8.5% of the Company’s outstanding
7.5% Series H Cumulative Preferred Stock, and (vi) 5.5% of the Company’s outstanding 7.5% Series I Cumulative Preferred Stock.1
1 Cygnus’ ownership percentage of the different series of preferred stock was calculated without taking into effect the aggregate 952,611 shares of the different series of preferred stock purchased by the Company in private exchange agreements.
Certain Information
Concerning the Participants
Cygnus, together
with the participants named herein (collectively, the “Participants”), intends to file a preliminary proxy statement
and accompanying WHITE proxy card with the Securities and Exchange Commission (the “SEC”) to be used to solicit votes
for the election of its slate of highly-qualified director nominees at the 2021 annual meeting of stockholders of Ashford Hospitality
Trust, Inc., a Maryland corporation (the “Company”).
THE PARTICIPANTS
STRONGLY ADVISE ALL STOCKHOLDERS OF THE COMPANY TO READ THE PROXY STATEMENT AND OTHER PROXY MATERIALS AS THEY BECOME AVAILABLE
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. SUCH PROXY MATERIALS WILL BE AVAILABLE AT NO CHARGE ON THE SEC’S WEB SITE
AT HTTP://WWW.SEC.GOV. IN ADDITION, THE PARTICIPANTS
IN THIS PROXY SOLICITATION WILL PROVIDE COPIES OF THE PROXY STATEMENT WITHOUT CHARGE, WHEN AVAILABLE, UPON REQUEST. REQUESTS FOR
COPIES SHOULD BE DIRECTED TO THE PARTICIPANTS’ PROXY SOLICITOR.
The Participants
in the proxy solicitation are anticipated to be Cygnus Opportunity Fund, LLC (“Cygnus Opportunity”), Cygnus Property
Fund IV, LLC (“Cygnus IV”), Cygnus Property Fund V, LLC (“Cygnus V”), Cygnus Capital Advisers, LLC (“Cygnus
Capital”), Cygnus General Partners, LLC (“Cygnus GP”), Cygnus Capital Real Estate Advisors II, LLC (“Cygnus
Property GP”), Cygnus Capital, Inc. (“Cygnus”), Christopher Swann, Richard Burns, Shannon M. Johnson, William
C. Miller, Jr., and Roderick W. Newton II.
As of the date hereof,
Cygnus Opportunity directly owned (i) 771,011 shares of the Company’s Common Stock, $0.01 par value per share (the “Common
Stock”), (ii) 8,500 shares of the Company’s 8.45% Series D Cumulative Preferred Stock, $0.01 par value per share (the
“Series D Preferred Stock”), (iii) 36,902 shares of the Company’s 7.375% Series F Cumulative Preferred Stock,
$0.01 par value per share (the “Series F Preferred Stock”), (iv) 59,252 shares of the Company’s 7.375% Series
G Cumulative Preferred Stock, $0.01 par value per share (the “Series G Preferred Stock”), (v) 31,842 shares of the
Company’s 7.50% Series H Cumulative Preferred Stock, $0.01 par value per share (the “Series H Preferred Stock”),
and (vi) 578 shares of the Company’s Series I Cumulative Preferred Stock, $0.01 par value per share (the “Series I
Preferred Stock”). As of the date hereof, Cygnus IV directly owned (i) 40,000 shares of Common Stock, (ii) 12,000 shares
of Series G Preferred Stock, and (iii) 12,000 shares of Series I Preferred Stock. As of the date hereof, Cygnus V directly owned
(i) 250,112 shares of Common Stock, (ii) 75,386 shares of Series D Preferred Stock, (iii) 143,262 shares of Series F Preferred
Stock, (iv) 212,820 shares of Series G Preferred Stock, (v) 188,116 shares of Series H Preferred Stock, and (vi) 179,457 shares
of Series I Preferred Stock. Cygnus Capital, as the investment advisor to Cygnus Opportunity, may be deemed to beneficially own
the securities of the Company directly owned by Cygnus Opportunity. Cygnus GP, as the general partner to Cygnus Opportunity, may
be deemed to beneficially own the securities of the Company directly owned by Cygnus Opportunity. Cygnus Property GP, as the general
partner and investment advisor to each of Cygnus IV and Cygnus V, may be deemed to beneficially own the securities of the Company
directly owned by each of Cygnus IV and Cygnus V. Cygnus, as the managing member of each of Cygnus Capital, Cygnus GP, and Cygnus
Property GP, may be deemed to beneficially own the securities of the Company directly owned by each of Cygnus Opportunity, Cygnus
IV, and Cygnus V. Mr. Swann, as the President and Chief Executive Officer of Cygnus, may be deemed to beneficially own the securities
of the Company directly owned by each of Cygnus Opportunity, Cygnus IV, and Cygnus V. In addition, as of the date hereof, Mr. Swann
beneficially owns (i) 527,875 shares of Common Stock, including 284,125 shares of Common Stock beneficially owned directly by members
of his immediate family, which includes 40,000 shares of Common Stock underlying certain American-style call options, having an
exercise price of $5.00 and expire on March 19, 2021, (ii) 10,000 shares of Series F Preferred Stock, (iii) 28,500 shares of Series
G Preferred Stock, including 11,000 shares of Series G Preferred Stock owned directly by members of his immediate family, (iv)
15,000 shares of Series H Preferred Stock, and (v) 2,500 shares of Series I Preferred Stock. As of the date hereof, none of Ms.
Johnson or Messrs. Burns, Miller, or Newton beneficially own any securities of the Company.
Contacts
For Investors:
Saratoga Proxy Consulting
John Ferguson / Joe
Mills, 212-257-1311
jferguson@saratogaproxy.com
/ jmills@saratogaproxy.com
For Media:
Profile
Greg Marose / Charlotte
Kiaie / Rachel Goun, 347-343-2999
cygnus@profileadvisors.com
Item 2: Also on
January 25, 2021, Cygnus posted the following materials to www.RenovateAshford.com:
