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

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

Item 1.01 Entry into a Material Definitive Agreement.

Underwriting Agreements

On March2, 2017, Ashford Hospitality Prime,Inc. (the
Company), Ashford Hospitality Prime Limited Partnership
(Ashford Prime OP) and Ashford Hospitality Advisors LLC
entered into an underwriting agreement (the Preferred Stock
Underwriting Agreement
) with UBS Securities LLC and Morgan
Stanley Co. LLC as representatives of the several underwriters
named therein (the Preferred Stock Underwriters), to which
the Company agreed to sell 1,975,000 shares (the Firm
Preferred Shares
) of the Companys 5.50% SeriesB Cumulative
Convertible Preferred Stock (the SeriesB Preferred Stock)
at a price to the public of $20.19 per share of SeriesB Preferred
Stock ($19.554015 per share of SeriesB Preferred Stock to the
Company, net of accumulated, accrued and unpaid dividends thereon
and underwriting discount and commissions). Closing of the
issuance and sale of the Firm Preferred Shares is scheduled for
March7, 2017. to the Preferred Stock Underwriting Agreement, the
Company granted the Preferred Stock Underwriters a 30-day option
to purchase up to an additional 296,250 shares of SeriesB
Preferred Stock on the same terms and conditions as the Firm
Preferred Shares. The Company will pay cumulative dividends in
cash on the SeriesB Preferred Stock at a rate of 5.50% per annum
on the $25.00 liquidation preference per share of SeriesB
Preferred Stock. The Company will receive net proceeds from the
offering of Firm Preferred Shares of approximately $38.3 million,
after deducting underwriting discounts, advisory fees and
commissions and estimated offering expenses payable by the
Company.

The Preferred Stock Underwriting Agreement provides that the
obligations of the Preferred Stock Underwriters to purchase the
SeriesB Preferred Stock are subject to approval of certain legal
matters by counsel to the Preferred Stock Underwriters and other
customary conditions. The Company has agreed to indemnify the
Preferred Stock Underwriters against certain liabilities,
including liabilities under the Securities Act, or to contribute
to payments the Preferred Stock Underwriters may be required to
make because of any of the those liabilities.

The summary of the Preferred Stock Underwriting Agreement in this
report does not purport to be complete and is qualified by
reference to such agreement, which is filed as Exhibit1.1 hereto
and is incorporated herein by reference.

On March2, 2017, the Company, Ashford Prime OP and Ashford
Hospitality Advisors LLC entered into an underwriting agreement
(the Common Stock Underwriting Agreement) with UBS
Securities LLC and Morgan Stanley Co. LLC as representatives of
the several underwriters named therein (the Common Stock
Underwriters
), to which the Company agreed to sell 5,750,000
shares (the Firm Common Shares) of the Companys common
stock (the Common Stock) at a price to the public of
$12.15 per share of Common Stock ($11.60325 per share of Common
Stock to the Company, net of underwriting discount and
commissions). Closing of the issuance and sale of the Firm Common
Shares is scheduled for March7, 2017. to the Common Stock
Underwriting Agreement, the Company granted the Common Stock
Underwriters a 30-day option to purchase up to an additional
862,500 shares of Common Stock on the same terms and conditions
as the Firm Common Shares. The Company will receive net proceeds
from the offering of Firm Common Shares of approximately $66.4
million, after deducting underwriting discounts, advisory fees
and commissions and estimated offering expenses payable by the
Company.

The Common Stock Underwriting Agreement provides that the
obligations of the Common Stock Underwriters to purchase the
Common Stock are subject to approval of certain legal matters by
counsel to the Common Stock Underwriters and other customary
conditions. The Company has agreed to indemnify the Common Stock
Underwriters against certain liabilities, including liabilities
under the Securities Act, or to contribute to payments the Common
Stock Underwriters may be required to make because of any of the
those liabilities.

The summary of the Common Stock Underwriting Agreement in this
report does not purport to be complete and is qualified by
reference to such agreement, which is filed as Exhibit1.2 hereto
and is incorporated herein by reference.

The Company expects to use the net proceeds from the offerings
for general corporate purposes, including to fund future
acquisitions, which may include the Companys recently announced
potential acquisitions, if such acquisitions are consummated.

The offerings of the SeriesB Preferred Stock and Common Stock
have been registered under the Securities Act of 1933, as
amended (the Securities Act), to an effective
registration statement on FormS-3 (Registration No.333-200718)
of the Company, as amended, and the prospectus supplements
dated March2, 2017, filed with the SEC to Rule424(b)of the
Securities Act.

Amendment and Restatement of Ashford Prime OP Limited
Partnership Agreement

On March7, 2017, Ashford Prime OP General Partner LLC and
Ashford Prime OP Limited Partner LLC executed the Third Amended
and Restated Agreement of Limited Partnership of Ashford Prime
OP (the Amendment and Restatement). The Amendment and
Restatement includes additional preferred units of the Ashford
Prime OP having substantially the same designations,
preferences and other rights as the economic rights of the
Companys SeriesB Preferred Stock. The Amendment and Restatement
also incorporates some ministerial changes that are no longer
applicable and to conform to certain tax law updates.

The description of the Amendment and Restatement in this report
does not purport to be complete and is qualified by reference
to such agreement, which is filed as Exhibit10.1 hereto and is
incorporated herein by reference.

Item 3.03.Material Modification to Rights of Security
Holders.

The information set forth under Item 5.03 is incorporated by
reference into this Item 3.03.

Item 5.03.Amendments to Articles of Incorporation or
Bylaws; Change in Fiscal Year.

On March3, 2016, the Company executed the Articles
Supplementary Establishing Additional Shares of SeriesB
Preferred Stock (the Articles Supplementary) for the
purpose of designating an additional 2,200,000 shares of the
SeriesB Preferred Stock.

The description of the Articles Supplementary contained in this
Item 5.03 is qualified in its entirety by reference to the full
text of the Articles Supplementary, which is filed as
Exhibit3.1 hereto and is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

ExhibitNumber

Description

1.1

Preferred Stock Underwriting Agreement, dated March2,
2017, among Ashford Hospitality Prime,Inc., Ashford
Hospitality Prime Limited Partnership, Ashford
Hospitality Advisors LLC and UBS Securities LLC and
Morgan Stanley Co. LLC.

1.2

Common Stock Underwriting Agreement, dated March2, 2017,
among Ashford Hospitality Prime,Inc., Ashford Hospitality
Prime Limited Partnership, Ashford Hospitality Advisors
LLC and UBS Securities LLC and Morgan Stanley Co. LLC.

3.1

Articles Supplementary Establishing Additional Shares of
SeriesB Preferred Stock of Ashford Hospitality
Prime,Inc., accepted for record and certified by the
Maryland State Department of Assessments and Taxation on
March3, 2017.

5.1

Opinion of Hogan Lovells US LLP regarding legality of the
SeriesB Preferred Stock.

5.2

Opinion of Hogan Lovells US LLP regarding legality of the
Common Stock.

8.1

Opinion of Andrews Kurth Kenyon LLP regarding tax matters
of the SeriesB Preferred Stock.

8.2

Opinion of Andrews Kurth Kenyon LLP regarding tax matters
of the Common Stock.

10.1

Third Amended and Restated Agreement of Limited
Partnership of Ashford Hospitality Prime Limited
Partnership.

23.1

Consent of Hogan Lovells US LLP (included in its opinion
filed as Exhibits 5.1 and 5.2).

23.2

Consent of Andrews Kurth Kenyon LLP (included in its
opinion filed as Exhibits 8.1 and 8.2).


About ASHFORD HOSPITALITY PRIME, INC. (NYSE:AHP)

Ashford Hospitality Prime, Inc. invests in high revenue per available room (RevPAR), luxury, upper-upscale and upscale hotels in gateway and resort locations. The Company conducts its business and owns all of its assets through its operating partnership, Ashford Hospitality Prime Limited Partnership. It operates in the direct hotel investment segment of the hotel lodging industry. It owns interest in over 15 hotels in approximately six states, the District of Columbia and St. Thomas, the United States Virgin Islands with over 3,950 total rooms, excluding those attributable to its partner. The hotels in its portfolio are located in the United States gateway and resort locations. The Company owns over 10 of its hotel properties directly, and the remaining hotel properties through an investment in a majority-owned consolidated entity. All of the hotels in the Company’s portfolio are asset-managed by Ashford Hospitality Advisors LLC.

ASHFORD HOSPITALITY PRIME, INC. (NYSE:AHP) Recent Trading Information

ASHFORD HOSPITALITY PRIME, INC. (NYSE:AHP) closed its last trading session down -0.65 at 10.40 with 1,040,676 shares trading hands.

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