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.

The information set forth under Item2.03 below is incorporated by
reference into this Item 1.01.

ITEM 2.03. Creation of a Direct
Financial Obligation or an Obligation under an Off-Balance Sheet
Arrangement of a Registrant.

On January18, 2017, Ashford Philadelphia Annex LP, Ashford
Plano-M LP, Ashford San Francisco II LP, Ashford Seattle
Waterfront LP and Ashford Tampa International Hotel, LP
(collectively, the Borrowers), each a subsidiary of
Ashford Hospitality Prime,Inc. (the Company), entered into
a $365 million mortgage loan agreement (the Loan
Agreement
) with Morgan Stanley Bank, N.A., as lender, and
Ashford TRS Philadelphia Annex LLC, Ashford TRS Sapphire VII LLC
and Ashford TRS SF LLC, as operating lessees. The Loan Agreement
refinances the Borrowers previous mortgage loans secured by the
Properties (as defined herein), and these previous mortgage loans
were defeased in connection with the entry into the Loan
Agreement. The loan is broken into five components directly or
indirectly secured by five hotel properties. The loan has a
weighted average interest rate of 30-day LIBOR plus 2.58% which
shall increase by 0.125% upon commencement of each of the third,
fourth and fifth extension periods, as described below, and
requires monthly payments of interest only. The loan is
nonrecourse, subject to customary recourse carve-outs that are
guaranteed by the Borrowers and Ashford Hospitality Prime Limited
Partnership, a subsidiary of the Company, as applicable, and
contain such events of defaults, cure periods and remedies that
are customarily granted to a secured lender, including the right
to accelerate the debt and foreclose on the collateral following
an uncured event of default. The loan matures on February9, 2019,
subject to the Borrowers option to extend the loan for five
1-year periods. The loan is prepayable at any time, subject to a
spread maintenance premium on the balance of any principal amount
prepaid prior to July18, 2018. The loan is secured directly or
indirectly by the following hotel properties (collectively, the
Properties):

Seattle Marriott Waterfront, Seattle, WA

San Francisco Courtyard Downtown, San Francisco, CA

Philadelphia Courtyard Downtown, Philadelphia, PA

Plano Marriott Legacy Town Center, Plano, TX

Tampa Renaissance, Tampa, FL

The foregoing description of the Loan Agreement is qualified in
its entirety by reference to the Loan Agreement, which is filed
as Exhibit10.1 hereto and incorporated herein by reference.

ITEM 7.01 REGULATION FD
DISCLOSURE.

On January24, 2017, the Company issued a press release
announcing refinements to its strategy in an effort to enhance
shareholder value. These refinements, which are the result of
an in-depth strategic review conducted by the Companys recently
appointed Chief Executive Officer, Richard J. Stockton,
include:

The Companys portfolio will be predominantly focused on
investing in the luxury chain scale segment going forward.

The Companys 2017 dividend policy will be amended commencing
with the first quarter by increasing the expected quarterly
cash dividend for the Companys common stock by 33%, from $0.12
per diluted share to $0.16 per diluted share. This equates to
an annual rate of $0.64 per diluted share, representing a 4.5%
yield based on the Companys closing stock price on January23,
2017.

The Company will continue to target conservative leverage, with
a target leverage level of 45% Net Debt to Gross Assets.

The Company will continue to focus on having access to
liquidity for both opportunistic investments and as a hedge
against economic uncertainty, with a target holding of 10-15%
of its gross debt balance in cash.

A copy of the press release is attached hereto as Exhibit99.1
and is incorporated herein by reference. The information in
Item 7.01 of this Form8-K and Exhibit99.1 attached hereto shall
not be deemed filed for purposes of Section18 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.

Forward-Looking Statements

Certain statements and assumptions in Item 7.01 of this Form8-K
contain or are based upon forward-looking information and are
being made to the safe harbor provisions of the Private
Securities Litigation Reform Act of 1995. These forward-looking
statements are subject to risks and uncertainties. When we use
the words will likely result, may, anticipate, estimate,
should, expect, believe, intend, or similar expressions, we
intend to identify forward-looking statements. Such statements
are subject to numerous assumptions and uncertainties, many of
which are outside the Companys control.

These forward-looking statements are subject to known and
unknown risks and uncertainties, which could cause actual
results to differ materially from those anticipated, including,
without limitation: general volatility of the capital markets
and the market price of our common stock; changes in our
business or investment strategy; availability, terms and
deployment of capital; availability of qualified personnel;
changes in our industry and the market in which we operate,
interest rates or the general economy; and the degree and
nature of our competition. These and other risk factors are
more fully discussed in the Companys filings with the
Securities and Exchange Commission.

The forward-looking statements included in Item 7.01 of this
Form8-K are only made as of the date hereof. Investors should
not place undue reliance on these forward-looking statements.
We are not obligated to publicly update or revise any
forward-looking statements, whether as a result of new
information, future events or circumstances, changes in
expectations or otherwise.

Item 9.01. Financial Statements and
Exhibits.

(d) Exhibits.

ExhibitNo.

Description

Exhibit10.1

Loan Agreement, dated as of January18, 2017, between
Morgan Stanley Bank, N.A., as lender, Ashford
Philadelphia Annex LP, Ashford Plano-M LP, Ashford San
Francisco II LP, Ashford Seattle Waterfront LP and
Ashford Tampa International Hotel, LP, as borrowers, and
Ashford TRS Philadelphia Annex LLC, Ashford TRS Sapphire
VII LLC and Ashford TRS SF LLC, as operating lessees.

Exhibit 99.1

Press Release of the Company, dated January 24, 2017,
furnished under Item 7.01.


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 up +0.07 at 14.65 with 119,665 shares trading hands.

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