ASHFORD HOSPITALITY PRIME,INC. (NYSE:AHP) Files An 8-K Entry into a Material Definitive AgreementITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On March 13, 2017, the diligence period expired under the Sale and Purchase Agreement by and between WTCC Beaver Creek Investors V, L.L.C. (the “Seller”) and Ashford Hospitality Prime Limited Partnership (the “Company”), a subsidiary of Ashford Hospitality Prime, Inc., as amended on March 13, 2017 (as amended, the “Acquisition Agreement”). to the Acquisition Agreement, the Company has agreed to acquire the 190-room Park Hyatt Beaver Creek Resort & Spa in Beaver Creek, Colorado from the Seller for an aggregate purchase price of $145.5 million, subject to adjustment as provided in the Acquisition Agreement, which represents a purchase price of $766,000 per key (the “Acquisition”). The Acquisition is expected to close within 30 days of the execution of the Acquisition Agreement, subject to customary closing conditions.
The Acquisition Agreement contains terms, conditions, covenants, representations and warranties 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 $6 million into escrow pending the closing or termination of the Acquisition Agreement. Subject to limitations set forth in the Acquisition Agreement, the Seller has agreed to indemnify the Company against (i) any losses that the Company incurs to the extent such losses result from obligations of the Seller not expressly assumed or agreed to be assumed by the Company under the Acquisition Agreement, (ii) any acts, omissions or occurrences which occur, accrue or arise prior to the closing date of the Acquisition and (iii) any liability arising prior to the closing date of the Acquisition under the Hotel Management Agreement, dated December 11, 1987, by and between the Seller and Hyatt Corporation. Following the closing of the Acquisition Agreement, the Hyatt Corporation will manage the Park Hyatt Beaver Creek Resort & Spa.