ASHFORD HOSPITALITY PRIME, INC. (NYSE:AHP-B) Files An 8-K Entry into a Material Definitive Agreement

ASHFORD HOSPITALITY PRIME, INC. (NYSE:AHP-B) Files An 8-K Entry into a Material Definitive Agreement
ITEM 1.01ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

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On February 12, 2018, the diligence period expired under the Purchase and Sale Agreement by and between SLAB, L.L.C. (the “Seller”) and Ashford Hospitality Prime Limited Partnership (the “Company”), a subsidiary of Ashford Hospitality Prime,Inc., as amended on February 12, 2018 (as amended, the “Acquisition Agreement”). to the Acquisition Agreement, the Company has agreed to acquire the 266-room Ritz-Carlton Sarasota in Sarasota, Florida from the Seller for an aggregate purchase price of $171 million, subject to adjustment as provided in the Acquisition Agreement, which represents a purchase price of $643,000 per key (the “Hotel Acquisition”). to the Acquisition Agreement, the Company has also agreed to acquire a 22 acre plot of vacant land for $9.7 million (the “Land Acquisition” and together with the Hotel Acquisition, the “Acquisitions”). The seller has agreed to provide a $5.5 million income guaranty to cover any decrease from 2017 hotel gross operating profit for up to three years, subject to certain conditions. The Acquisitions are expected to close on April 3, 2018, subject to customary closing conditions.

The Acquisition Agreement contains terms, conditions, covenants, representations and warranties and indemnities from each of the respective parties that are customary and typical for a transaction of this nature. As required by the Acquisition Agreement, the Company has deposited a total of $9 million into escrow pending the closing or termination of the Acquisition Agreement.

ITEM 7.01REGULATION FD DISCLOSURE.

On February 16, 2018, Ashford Hospitality Prime, Inc. (the “Company”) announced that it has entered into a definitive agreement to acquire the 266-room Ritz-Carlton Sarasota in Sarasota, Florida for $171 million. In addition, the Company is also acquiring a 22 acre plot of vacant land for $9.7 million

A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The information in this Form 8-K and Exhibits attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits

Exhibit

Number Exhibit Description

99.1

Press Release of the Company, dated February 16, 2018.


Ashford Hospitality Prime, Inc. Exhibit
EX-99.1 2 ahpsarasotaacquisitionpr.htm EXHIBIT 99.1 Exhibit EXHIBIT 99.1NEWS RELEASEContact:Deric Eubanks Jordan JenningsJoe Calabrese Chief Financial Officer Investor Relations Financial Relations Board (972) 490-9600 (972) 778-9487(212) 827-3772ASHFORD PRIME ANNOUNCES AGREEMENT TO ACQUIRE THE RITZ-CARLTON SARASOTA FOR $171 MILLIONAcquisition Highlights:•Luxury resort in Sarasota,…
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