Ashford Hospitality Prime, Inc. (Form: 8-K, Received: 09/18/2015 08:12:14)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (date of earliest event reported): September 17, 2015

ASHFORD HOSPITALITY PRIME, INC.

(Exact name of registrant as specified in its charter)

MARYLAND
(State or other jurisdiction of
incorporation)

001-35972
(Commission File Number)

46-2488594
(IRS Employer
Identification No.)

14185 Dallas Parkway, Suite 1100
Dallas, Texas
(Address of principal executive offices)

75254
(Zip Code)

Registrant’s telephone number, including area code: (972) 490-9600

Check the appropriate box if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry into a Material Definitive Agreement

On September 17, 2015, Ashford Hospitality Prime, Inc. (the “ Company ”) entered into a letter agreement with Ashford Inc. (the “ Letter Agreement ”), clarifying that for purposes of determining the “Termination Fee” under the Third Amended and Restated Advisory Agreement dated June 10, 2015 (the “ Advisory Agreement ”), by and among the Company, Ashford Hospitality Prime Limited Partnership, Ashford Prime TRS Corporation (“ TRS Corp. ”), Ashford Inc. and Ashford Hospitality Advisors LLC (“ Ashford LLC ” and, together with Ashford Inc., the “ Advisor ”), “Net Earnings” and “Adjusted EBITDA” shall not include Advisor’s Adjusted EBITDA arising under that certain Ashford Prime Hotel Master Management Agreement dated November 19, 2013, among TRS Corp., Remington Lodging & Hospitality, LLC, and the Landlords (as defined therein) (as amended or supplemented from time to time, the “ Master Management Agreement ”) attributable to Management Fees, Project Management Fees and Market Service Fees (all as defined in the Master Management Agreement) earned by Remington Holdings, LP and/or its subsidiaries and consolidated with the Advisor. The Company entered into the Letter Agreement in connection with Advisor entering into certain definitive documents for the combination of Advisor with Remington Holdings, LP.

Pursuant to the Advisory Agreement, the Advisor manages the day-to-day operations of the Company and its affiliates in conformity with the Company’s investment guidelines.

The Letter Agreement is filed with this Form 8-K as Exhibit 10.1 and is incorporated by reference herein. This summary does not purport to be complete and is qualified in its entirety by the terms of the Letter Agreement.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit Number		Description

10.1		Letter Agreement, dated September 17, 2015, by and between Ashford Hospitality Prime, Inc. and Ashford Inc.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: September 18, 2015

	ASHFORD HOSPITALITY PRIME, INC.


	By:	/s/ David A. Brooks
		David A. Brooks
		Chief Operating Officer and General Counsel

Exhibit 10.1

September 17, 2015

Ashford Inc.

14185 Dallas Parkway, Suite 1100

Dallas, Texas 75254

Attn: Independent Directors

Re: Clarification regarding that certain Third Amended and Restated Advisory Agreement (as amended, the “Advisory Agreement”), dated June 10, 2015, among Ashford Hospitality Prime, Inc. (“Ashford Prime Inc.”), Ashford Hospitality Prime Limited Partnership (the “Prime Operating Partnership”), Ashford Prime TRS Corporation (‘TRS Corp.” and, together with Ashford Prime Inc., Prime Operating Partnership and TRS Corp., collectively “Ashford Prime” ), Ashford Inc. (“Ashford Inc.) and Ashford Hospitality Advisors LLC (“Ashford LLC” and, together with Ashford Inc., collectively, the “Advisor”)

Gentlemen:

In connection with Advisor entering into certain definitive documents for the combination of Advisor with Remington Holdings, LP (“Remington”), the independent directors of Advisor and Ashford Prime agree to the following clarification to the Advisory Agreement:

Notwithstanding anything to the contrary contained in the Advisory Agreement including, without limitation, the definitions of “Adjusted EBITDA” and “Net Earnings”, the parties clarify and agree that for purposes of determining the “Termination Fee” under the Advisory Agreement, “Net Earnings” and “Adjusted EBITDA” shall not include Advisor’s Adjusted EBITDA (Advisors GAAP net income plus income taxes, depreciation, amortization and one-time expenses and other adjustments) arising under that certain Ashford Prime Hotel Master Management Agreement dated November 19, 2013, among TRS Corp., Remington Lodging & Hospitality, LLC, and the Landlords (as defined therein) (as amended or supplemented from time to time, the “Master Management Agreement”) attributable to Management Fees, Project Management Fees and Market Service Fees (all as defined in the Master Management Agreement) earned by Remington Holdings, LP and/or its subsidiaries and consolidated with the Advisor.

To evidence your agreement to the foregoing, please execute below.

14185 DALLAS PARKWAY - SUITE 1100 - DALLAS, TEXAS 75254

972-490-9600 - MAIN 972-490-9605 - FAX

	Sincerely,
	ASHFORD HOSPITALITY PRIME, INC.,
	On behalf of Ashford Prime

	By:	/s/ Curtis B. McWilliams
		Curtis B. McWilliams
		Lead Director

AGREED:
ASHFORD INC.,
On behalf of Advisor

By:	/s/ Brian Wheeler
	Brian Wheeler
	Lead Director
Date:	September 17, 2015