Filing Details
- Accession Number:
- 0001193125-21-252794
- Form Type:
- 13G Filing
- Publication Date:
- 2021-08-19 20:00:00
- Filed By:
- Varde Partners Inc
- Company:
- Ashford Hospitality Trust Inc (NYSE:AHT)
- Filing Date:
- 2021-08-20
- SEC Url:
- 13G Filing
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| V rde Investment Partners (Offshore) Master | 0 | 278,249 | 0 | 278,249 | 278,249 | 1.0% |
| V rde Credit Partners Master | 0 | 300,660 | 0 | 300,660 | 300,660 | 1.1% |
| V rde Investment Partners | 0 | 304,267 | 0 | 304,267 | 304,267 | 1.1% |
| VP Dislocation Fund | 0 | 257,611 | 0 | 257,611 | 257,611 | 0.9% |
| The V rde Dislocation Fund | 0 | 346,643 | 0 | 346,643 | 346,643 | 1.2% |
| The V rde Fund XIII | 0 | 447,567 | 0 | 447,567 | 447,567 | 1.6% |
| V rde Investment Partners G.P. | 0 | 582,516 | 0 | 582,516 | 582,516 | 2.1% |
| V rde Investment Partners UGP | 0 | 582,516 | 0 | 582,516 | 582,516 | 2.1% |
| V rde Credit Partners G.P. | 0 | 300,660 | 0 | 300,660 | 300,660 | 1.1% |
| V rde Credit Partners UGP | 0 | 300,660 | 0 | 300,660 | 300,660 | 1.1% |
| VP Dislocation Fund GP | 0 | 257,611 | 0 | 257,611 | 257,611 | 0.9 % |
| VP Dislocation Fund UGP | 0 | 257,611 | 0 | 257,611 | 257,611 | 0.9 % |
| The V rde Dislocation Fund G.P. | 0 | 346,643 | 0 | 346,643 | 346,643 | 1.2 % |
| The V rde Dislocation Fund UGP | 0 | 346,643 | 0 | 346,643 | 346,643 | 1.2 % |
| The V rde Fund XIII G.P. | 0 | 447,567 | 0 | 447,567 | 447,567 | 1.6 % |
| The V rde Fund XIII UGP | 0 | 447,567 | 0 | 447,567 | 447,567 | 1.6 % |
| V rde Partners | 0 | 1,934,997 | 0 | 1,934,997 | 1,934,997 | 6.9 % |
| V rde Partners, Inc | 0 | 1,934,997 | 0 | 1,934,997 | 1,934,997 | 6.9 % |
| George G. Hicks | 0 | 1,934,997 | 0 | 1,934,997 | 1,934,997 | 6.9 % |
| Ilfryn C. Carstairs | 0 | 1,934,997 | 0 | 1,934,997 | 1,934,997 | 6.9 % |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
Ashford Hospitality Trust Inc.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
044103 869
(CUSIP Number)
August 10, 2021
(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 persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. |
The information required in 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).
| CUSIP NO. 044103 869 | Page 2 |
| 1 | NAME 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 OR ORGANIZATION
Cayman Islands | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
278,249 (see item 4) | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
278,249 (see item 4) | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
278,249 (see item 4) | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.0% (1) (see item 4) | |||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN | |||||
| (1) | All calculations of percentage ownership herein are based on a total of 27,980,201 shares of Common Stock issued and outstanding as of August 4, 2021, as reported by the Issuer on its Quarterly Report on Form 10-Q, filed with the United States Securities and Exchange Commission (the SEC) on August 6, 2021 (the Quarterly Report). |
| CUSIP NO. 044103 869 | Page 3 |
| 1 | NAME 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 OR ORGANIZATION
Cayman Islands | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
300,660 (see item 4) | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
300,660 (see item 4) | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
300,660 (see item 4) | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.1% (1) (see item 4) | |||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN | |||||
| (1) | All calculations of percentage ownership herein are based on a total of 27,980,201 shares of Common Stock issued and outstanding as of August 4, 2021, as reported by the Issuer on its Quarterly Report. |
| CUSIP NO. 044103 869 | Page 4 |
| 1 | NAME 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 OR ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
304,267 (see item 4) | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
304,267 (see item 4) | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
304,267 (see item 4) | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.1% (1) (see item 4) | |||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN | |||||
| (1) | All calculations of percentage ownership herein are based on a total of 27,980,201 shares of Common Stock issued and outstanding as of August 4, 2021, as reported by the Issuer on its Quarterly Report. |
| CUSIP NO. 044103 869 | Page 5 |
| 1 | NAME OF REPORTING PERSONS
VP 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 OR ORGANIZATION
Cayman Islands | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
257,611 (see item 4) | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
257,611 (see item 4) | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
257,611 (see item 4) | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.9% (1) (see item 4) | |||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN | |||||
| (1) | All calculations of percentage ownership herein are based on a total of 27,980,201 shares of Common Stock issued and outstanding as of August 4, 2021, as reported by the Issuer on its Quarterly Report. |
| CUSIP NO. 044103 869 | Page 6 |
| 1 | NAME 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 OR ORGANIZATION
Cayman Islands | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
346,643 (see item 4) | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
346,643 (see item 4) | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
346,643 (see item 4) | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.2% (1) (see item 4) | |||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN | |||||
| (1) | All calculations of percentage ownership herein are based on a total of 27,980,201 shares of Common Stock issued and outstanding as of August 4, 2021, as reported by the Issuer on its Quarterly Report. |
| CUSIP NO. 044103 869 | Page 7 |
| 1 | NAME 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 OR ORGANIZATION
Cayman Islands | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
447,567 (see item 4) | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
447,567 (see item 4) | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
447,567 (see item 4) | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.6% (1) (see item 4) | |||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN | |||||
| (1) | All calculations of percentage ownership herein are based on a total of 27,980,201 shares of Common Stock issued and outstanding as of August 4, 2021, as reported by the Issuer on its Quarterly Report. |
| CUSIP NO. 044103 869 | Page 8 |
| 1 | NAME OF REPORTING PERSONS
Värde Investment Partners G.P., 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 OR ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
582,516 (see item 4) | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
582,516 (see item 4) | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
582,516 (see item 4) | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.1% (1) (see item 4) | |||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN | |||||
| (1) | All calculations of percentage ownership herein are based on a total of 27,980,201 shares of Common Stock issued and outstanding as of August 4, 2021, as reported by the Issuer on its Quarterly Report. |
| CUSIP NO. 044103 869 | Page 9 |
| 1 | NAME OF REPORTING PERSONS
Värde Investment Partners UGP, LLC | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ☒ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OR ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
582,516 (see item 4) | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
582,516 (see item 4) | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
582,516 (see item 4) | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.1% (1) (see item 4) | |||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO | |||||
| (1) | All calculations of percentage ownership herein are based on a total of 27,980,201 shares of Common Stock issued and outstanding as of August 4, 2021, as reported by the Issuer on its Quarterly Report. |
| CUSIP NO. 044103 869 | Page 10 |
| 1 | NAME OF REPORTING PERSONS
Värde Credit Partners G.P., 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 OR ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
300,660 (see item 4) | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
300,660 (see item 4) | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
300,660 (see item 4) | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.1% (1) (see item 4) | |||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN | |||||
| (1) | All calculations of percentage ownership herein are based on a total of 27,980,201 shares of Common Stock issued and outstanding as of August 4, 2021, as reported by the Issuer on its Quarterly Report. |
| CUSIP NO. 044103 869 | Page 11 |
| 1 | NAME OF REPORTING PERSONS
Värde Credit Partners UGP, LLC | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ☒ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OR ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
300,660 (see item 4) | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
300,660 (see item 4) | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
300,660 (see item 4) | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.1% (1) (see item 4) | |||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO | |||||
| (1) | All calculations of percentage ownership herein are based on a total of 27,980,201 shares of Common Stock issued and outstanding as of August 4, 2021, as reported by the Issuer on its Quarterly Report. |
| CUSIP NO. 044103 869 | Page 12 |
| 1 | NAME OF REPORTING PERSONS
VP Dislocation Fund GP, LP | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ☒ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OR ORGANIZATION
Cayman Islands | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
257,611 (see item 4) | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
257,611 (see item 4) | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
257,611 (see item 4) | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.9% (1) (see item 4) | |||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN | |||||
| (1) | All calculations of percentage ownership herein are based on a total of 27,980,201 shares of Common Stock issued and outstanding as of August 4, 2021, as reported by the Issuer on its Quarterly Report. |
| CUSIP NO. 044103 869 | Page 13 |
| 1 | NAME OF REPORTING PERSONS
VP Dislocation Fund UGP, LLC | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ☒ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OR ORGANIZATION
Cayman Islands | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
257,611 (see item 4) | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
257,611 (see item 4) | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
257,611 (see item 4) | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.9% (1) (see item 4) | |||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO | |||||
| (1) | All calculations of percentage ownership herein are based on a total of 27,980,201 shares of Common Stock issued and outstanding as of August 4, 2021, as reported by the Issuer on its Quarterly Report. |
| CUSIP NO. 044103 869 | Page 14 |
| 1 | NAME OF REPORTING PERSONS
The Värde Dislocation Fund G.P., 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 OR ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
346,643 (see item 4) | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
346,643 (see item 4) | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
346,643 (see item 4) | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.2% (1) (see item 4) | |||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN | |||||
| (1) | All calculations of percentage ownership herein are based on a total of 27,980,201 shares of Common Stock issued and outstanding as of August 4, 2021, as reported by the Issuer on its Quarterly Report. |
| CUSIP NO. 044103 869 | Page 15 |
| 1 | NAME OF REPORTING PERSONS
The Värde Dislocation Fund UGP, LLC | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ☒ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OR ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
346,643 (see item 4) | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
346,643 (see item 4) | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
346,643 (see item 4) | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.2% (1) (see item 4) | |||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO | |||||
| (1) | All calculations of percentage ownership herein are based on a total of 27,980,201 shares of Common Stock issued and outstanding as of August 4, 2021, as reported by the Issuer on its Quarterly Report. |
| CUSIP NO. 044103 869 | Page 16 |
| 1 | NAME OF REPORTING PERSONS
The Värde Fund XIII G.P., 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 OR ORGANIZATION
Cayman Islands | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
447,567 (see item 4) | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
447,567 (see item 4) | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
447,567 (see item 4) | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.6% (1) (see item 4) | |||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN | |||||
| (1) | All calculations of percentage ownership herein are based on a total of 27,980,201 shares of Common Stock issued and outstanding as of August 4, 2021, as reported by the Issuer on its Quarterly Report. |
| CUSIP NO. 044103 869 | Page 17 |
| 1 | NAME OF REPORTING PERSONS
The Värde Fund XIIIUGP, LLC | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ☒ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OR ORGANIZATION
Cayman Islands | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
447,567 (see item 4) | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
447,567 (see item 4) | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
447,567 (see item 4) | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.6% (1) (see item 4) | |||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO | |||||
| (1) | All calculations of percentage ownership herein are based on a total of 27,980,201 shares of Common Stock issued and outstanding as of August 4, 2021, as reported by the Issuer on its Quarterly Report. |
| CUSIP NO. 044103 869 | Page 18 |
| 1 | NAME OF REPORTING PERSONS
Värde 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 OR ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
1,934,997 (see item 4) | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
1,934,997 (see item 4) | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,934,997 (see item 4) | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.9% (1) (see item 4) | |||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN | |||||
| (1) | All calculations of percentage ownership herein are based on a total of 27,980,201 shares of Common Stock issued and outstanding as of August 4, 2021, as reported by the Issuer on its Quarterly Report. |
| CUSIP NO. 044103 869 | Page 19 |
| 1 | NAME 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 OR ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
1,934,997 (see item 4) | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
1,934,997 (see item 4) | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,934,997 (see item 4) | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.9% (1) (see item 4) | |||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO | |||||
| (1) | All calculations of percentage ownership herein are based on a total of 27,980,201 shares of Common Stock issued and outstanding as of August 4, 2021, as reported by the Issuer on its Quarterly Report. |
| CUSIP NO. 044103 869 | Page 20 |
| 1 | NAME OF REPORTING PERSONS
George G. Hicks | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ☒ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OR ORGANIZATION
United States | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
1,934,997 (see item 4) | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
1,934,997 (see item 4) | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,934,997 (see item 4) | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.9% (1) (see item 4) | |||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN | |||||
| (1) | All calculations of percentage ownership herein are based on a total of 27,980,201 shares of Common Stock issued and outstanding as of August 4, 2021, as reported by the Issuer on its Quarterly Report. |
| CUSIP NO. 044103 869 | Page 21 |
| 1 | NAME 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 OR 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
1,934,997 (see item 4) | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
1,934,997 (see item 4) | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,934,997 (see item 4) | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.9% (1) (see item 4) | |||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN | |||||
| (1) | All calculations of percentage ownership herein are based on a total of 27,980,201 shares of Common Stock issued and outstanding as of August 4, 2021, as reported by the Issuer on its Quarterly Report. |
| Page 22 |
| Item 1(a). | Name of Issuer: |
Ashford Hospitality Trust, Inc. (the Issuer)
| Item 1(b). | Address of Issuers Principal Executive Offices: |
14185 Dallas Parkway Suite 1200, Dallas, Texas 75254
| Item 2 | (a)-(c). Name of Person Filing; Address of Principal Business Office; and Citizenship: |
This Schedule 13G is being jointly filed by each of the following persons (collectively, the Reporting Persons) pursuant to a joint filingagreementattached hereto as Exhibit I:
| (1) | Värde Investment Partners (Offshore) Master, L.P., a Cayman Islands exempted limited partnership (VIP Offshore); |
| (2) | Värde Credit Partners Master, L.P., a Cayman Islands exempted limited partnership (Credit Partners); |
| (3) | Värde Investment Partners, L.P., a Delaware limited partnership (VIP); |
| (4) | VP Dislocation Fund, L.P., a Cayman Islands limited partnership (VP Dislocation); |
| (5) | The Värde Dislocation Fund, L.P., a Cayman Islands limited partnership (Varde Dislocation); |
| (6) | The Värde Fund XIII, L.P., a Cayman Islands limited partnership (Fund XIII); |
| (7) | Värde Investment Partners G.P., L.P., a Delaware limited partnership (VIP GP); |
| (8) | Värde Investment Partners UGP, LLC, a Delaware limited liability company (VIP UGP LLC); |
| (9) | Värde Credit Partners G.P., L.P., a Delaware limited partnership (Credit Partners GP); |
| (10) | Värde Credit Partners UGP, LLC, a Delaware limited liability company (Credit Partners UGP); |
| (11) | VP Dislocation Fund GP, LP, a Cayman Islands limited partnership (VP GP); |
| (12) | VP Dislocation Fund UGP, LLC, a Cayman Islands limited liability company (VP UGP); |
| (13) | The Värde Dislocation Fund G.P., L.P., a Delaware limited partnership (Varde Dislocation GP); |
| (14) | The Värde Dislocation Fund UGP, LLC, a Delaware limited liability company (Varde Dislocation UGP); |
| (15) | The Värde Fund XIII G.P., L.P., a Cayman Islands limited partnership (Fund XIII GP); |
| (16) | The Värde Fund XIII UGP, LLC, a Cayman Islands limited liability company (Fund XIII UGP); |
| (17) | Värde Partners, L.P., a Delaware limited partnership (Managing Member); |
| (18) | Värde Partners, Inc., a Delaware corporation (General Partner); |
| (19) | Mr. George G. Hicks (Mr. Hicks), a U.S. citizen and the co-chief executive officer of the General Partner; and |
| (20) | Mr. Ilfryn C. Carstairs (Mr. Cartairs), an Australian and United Kingdom citizen and the co-chief executive officer of the General Partner. |
The principal business address of each Reporting Person is 01 Marquette Ave S, Suite 3300, Minneapolis, MN 55402.
| Page 23 |
| Item 2(d). | Title of Class of Securities: |
Common stock, $0.01 par value per share (the Common Stock)
| Item 2(e). | CUSIP Number: |
044103 869
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
| (a) | ☐ | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). | ||
| (b) | ☐ | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). | ||
| (c) | ☐ | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). | ||
| (d) | ☐ | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). | ||
| (e) | ☐ | An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E). | ||
| (f) | ☐ | An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F). | ||
| (g) | ☐ | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G). | ||
| (h) | ☐ | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813). | ||
| (i) | ☐ | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3). | ||
| (j) | ☐ | Non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J). | ||
| (k) | ☐ | Group, in accordance with §240.13d-1(b)(1)(ii)(K). | ||
| Not applicable. | ||||
| Item 4. | Ownership |
The responses of the Reporting Persons to Rows 5-9 and 11 in each of their respective cover pages to this Schedule 13G are incorporated herein by reference.
VIP GP is the general partner of VIP Offshore and VIP. VIP UGP LLC is the general partner of VIP GP. Credit Partners GP is the general partner of Credit Partners, and Credit Partners UGP is the general partner of Credit Partners GP. VP GP is the general partner of VP Dislocation, and VP UGP is the general partner of VP GP. Varde Dislocation GP is the general partner of Varde Dislocation, and Varde Dislocation UGP is the general partner of Varde Dislocation GP. Fund XIII GP is the general partner of Fund XIII, and Fund XIII UGP is the general partner of Fund XIII GP. The Managing Member is the managing member of VIP UGP LLC, Credit Partners UGP, VP UGP, Varde Dislocation UGP and Fund XIII UGP. The General Partner is the general partner of the Managing Member. Mr. Hicks and Mr. Carstairs are each a co-chief executive officer of the General Partner.
| Page 24 |
| 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 or Control Person. |
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: |
Not Applicable.
| Page 25 |
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.
Date: August 20, 2021
| 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/ David A. Marple | |
| Name: | David A. Marple | |
| 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/ David A. Marple | |
| Name: | David A. Marple | |
| 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/ David A. Marple | |
| Name: | David A. Marple | |
| Title: | General Counsel | |
| Page 26 |
| VP DISLOCATION FUND, L.P. | ||
| By: VP Dislocation Fund GP, LP, its General Partner | ||
| By: VP Dislocation Fund UGP, LLC, its General Partner | ||
| By: Värde Partners, L.P., its Managing Member | ||
| By: Värde Partners, Inc., its General Partner | ||
| By: | /s/ David A. Marple | |
| Name: | David A. Marple | |
| Title: | General Counsel | |
| THE VÄRDE DISLOCATION FUND, L.P. | ||
| By: The Värde Dislocation Fund G.P., LP, 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/ David A. Marple | |
| Name: | David A. Marple | |
| 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/ David A. Marple | |
| Name: | David A. Marple | |
| Title: | General Counsel | |
| VÄRDE INVESTMENT PARTNERS G.P., L.P. | ||
| 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/ David A. Marple | |
| Name: | David A. Marple | |
| Title: | General Counsel | |
| Page 27 |
| VÄRDE INVESTMENT PARTNERS UGP, LLC | ||
| By: Värde Partners, L.P., its Managing Member | ||
| By: Värde Partners, Inc., its General Partner | ||
| By: | /s/ David A. Marple | |
| Name: | David A. Marple | |
| Title: | General Counsel | |
| VÄRDE CREDIT PARTNERS G.P., L.P. | ||
| 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/ David A. Marple | |
| Name: | David A. Marple | |
| Title: | General Counsel | |
| VÄRDE CREDIT PARTNERS UGP, LLC | ||
| By: Värde Partners, L.P., its Managing Member | ||
| By: Värde Partners, Inc., its General Partner | ||
| By: | /s/ David A. Marple | |
| Name: | David A. Marple | |
| Title: | General Counsel | |
| VP DISLOCATION FUND GP, LP | ||
| By: VP Dislocation Fund UGP, LLC, its General Partner | ||
| By: Värde Partners, L.P., its Managing Member | ||
| By: Värde Partners, Inc., its General Partner | ||
| By: | /s/ David A. Marple | |
| Name: | David A. Marple | |
| Title: | General Counsel | |
| VP DISLOCATION FUND UGP, LLC | ||
| By: Värde Partners, L.P., its Managing Member | ||
| By: Värde Partners, Inc., its General Partner | ||
| By: | /s/ David A. Marple | |
| Name: | David A. Marple | |
| Title: | General Counsel | |
| Page 28 |
| THE VÄRDE DISLOCATION FUND G.P., L.P. | ||
| 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/ David A. Marple | |
| Name: | David A. Marple | |
| Title: | General Counsel | |
| THE VÄRDE DISLOCATION FUND UGP, LLC | ||
| By: Värde Partners, L.P., its Managing Member | ||
| By: Värde Partners, Inc., its General Partner | ||
| By: | /s/ David A. Marple | |
| Name: | David A. Marple | |
| Title: | General Counsel | |
| THE VÄRDE FUND XIII G.P., L.P. | ||
| 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/ David A. Marple | |
| Name: | David A. Marple | |
| Title: | General Counsel | |
| THE VÄRDE FUND XIII UGP, LLC | ||
| By: Värde Partners, L.P., its Managing Member | ||
| By: Värde Partners, Inc., its General Partner | ||
| By: | /s/ David A. Marple | |
| Name: | David A. Marple | |
| Title: | General Counsel | |
| Page 29 |
| VÄRDE PARTNERS, L.P. | ||
| By: Värde Partners, Inc., its General Partner | ||
| By: | /s/ David A. Marple | |
| Name: | David A. Marple | |
| Title: | General Counsel | |
| VÄRDE PARTNERS, INC. | ||
| By: | /s/ David A. Marple | |
| Name: | David A. Marple | |
| Title: | General Counsel | |
| GEORGE G. HICKS | ||
| By: | /s/ George G. Hicks | |
| ILFRYN CARSTAIRS | ||
| By: | /s/ Ilfryn Carstairs | |
| Page 30 |
EXHIBIT I
JOINT FILING AGREEMENT
Pursuant to Rule 13(d)-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, each of the undersigned acknowledges and agrees that the foregoing statement on this Schedule 13G is filed on behalf of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of the undersigned without the necessity of filing additional joint filing agreements. The undersigned agree that this Agreement shall be filed as an exhibit to the Schedule 13G filed on behalf of the undersigned:
Date: August 20, 2021
| 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/ David A. Marple | |
| Name: | David A. Marple | |
| 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/ David A. Marple | |
| Name: | David A. Marple | |
| 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/ David A. Marple | |
| Name: | David A. Marple | |
| Title: | General Counsel | |
| Page 31 |
| VP DISLOCATION FUND, L.P. | ||
| By: VP Dislocation Fund GP, LP, its General Partner | ||
| By: VP Dislocation Fund UGP, LLC, its General Partner | ||
| By: Värde Partners, L.P., its Managing Member | ||
| By: Värde Partners, Inc., its General Partner | ||
| By: | /s/ David A. Marple | |
| Name: | David A. Marple | |
| Title: | General Counsel | |
| THE VÄRDE DISLOCATION FUND, L.P. | ||
| By: The Värde Dislocation Fund G.P., LP, 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/ David A. Marple | |
| Name: | David A. Marple | |
| 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/ David A. Marple | |
| Name: | David A. Marple | |
| Title: | General Counsel | |
| VÄRDE INVESTMENT PARTNERS G.P., L.P. | ||
| 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/ David A. Marple | |
| Name: | David A. Marple | |
| Title: | General Counsel | |
| Page 32 |
| VÄRDE INVESTMENT PARTNERS UGP, LLC | ||
| By: Värde Partners, L.P., its Managing Member | ||
| By: Värde Partners, Inc., its General Partner | ||
| By: | /s/ David A. Marple | |
| Name: | David A. Marple | |
| Title: | General Counsel | |
| VÄRDE CREDIT PARTNERS G.P., L.P. | ||
| 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/ David A. Marple | |
| Name: | David A. Marple | |
| Title: | General Counsel | |
| VÄRDE CREDIT PARTNERS UGP, LLC | ||
| By: Värde Partners, L.P., its Managing Member | ||
| By: Värde Partners, Inc., its General Partner | ||
| By: | /s/ David A. Marple | |
| Name: | David A. Marple | |
| Title: | General Counsel | |
| VP DISLOCATION FUND GP, LP | ||
| By: VP Dislocation Fund UGP, LLC, its General Partner | ||
| By: Värde Partners, L.P., its Managing Member | ||
| By: Värde Partners, Inc., its General Partner | ||
| By: | /s/ David A. Marple | |
| Name: | David A. Marple | |
| Title: | General Counsel | |
| Page 33 |
| VP DISLOCATION FUND UGP, LLC | ||
| By: Värde Partners, L.P., its Managing Member | ||
| By: Värde Partners, Inc., its General Partner | ||
| By: | /s/ David A. Marple | |
| Name: | David A. Marple | |
| Title: | General Counsel | |
| THE VÄRDE DISLOCATION FUND G.P., L.P. | ||
| 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/ David A. Marple | |
| Name: | David A. Marple | |
| Title: | General Counsel | |
| THE VÄRDE DISLOCATION FUND UGP, LLC | ||
| By: Värde Partners, L.P., its Managing Member | ||
| By: Värde Partners, Inc., its General Partner | ||
| By: | /s/ David A. Marple | |
| Name: | David A. Marple | |
| Title: | General Counsel | |
| THE VÄRDE FUND XIII G.P., L.P. | ||
| 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/ David A. Marple | |
| Name: | David A. Marple | |
| Title: | General Counsel | |
| THE VÄRDE FUND XIII UGP, LLC | ||
| By: Värde Partners, L.P., its Managing Member | ||
| By: Värde Partners, Inc., its General Partner | ||
| By: | /s/ David A. Marple | |
| Name: | David A. Marple | |
| Title: | General Counsel | |
| Page 34 |
| VÄRDE PARTNERS, L.P. | ||
| By: Värde Partners, Inc., its General Partner | ||
| By: | /s/ David A. Marple | |
| Name: | David A. Marple | |
| Title: | General Counsel | |
| VÄRDE PARTNERS, INC. | ||
| By: | /s/ David A. Marple | |
| Name: | David A. Marple | |
| Title: | General Counsel | |
| GEORGE G. HICKS | ||
| By: | /s/ George G. Hicks | |
| ILFRYN CARSTAIRS | ||
| By: | /s/ Ilfryn Carstairs | |