UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 


 

FORM 8-K/A

 

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported):  November 6, 2019

 


 

ASHFORD INC.

(Exact name of registrant as specified in its charter)

 


 

Nevada

 

001-36400

 

84-2331507

(State or other jurisdiction of
incorporation or organization)

 

(Commission file number)

 

(I.R.S. Employer Identification
Number)

 

14185 Dallas Parkway, Suite 1100
Dallas, Texas

 

75254

(Address of principal executive
offices)

 

(Zip Code)

 

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

N/A
(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

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))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933(§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company x

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. x

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading Symbol(s)

 

Name of each exchange on which registered

Common Stock

 

AINC

 

NYSE American LLC

 

 

 


 

EXPLANATORY NOTE

 

This Amendment on Form 8-K/A (the “Form 8-K/A”) amends the Current Report on Form 8-K filed by Ashford OAINC Inc. (formerly named Ashford Inc.) (“Old Ashford”), a Maryland corporation, with the Securities and Exchange Commission on March 7, 2018 (as amended, the “Original Form 8-K”).  This Form 8-K/A is being filed solely for the purpose of disclosing the Second Consent, Assumption and Modification Agreement (the “Modification Agreement”) dated November 6, 2019 to the Credit Agreement dated as of March 1, 2018 (the “Credit Facility”).  The Modification Agreement adjusts the required leverage ratios the Company must maintain and amends the Credit Facility to provide that the Company must meet certain fixed charge coverage ratios, as well as meet a specified fixed charge coverage ratio to make any dividend payments to the Company’s common stock.

 

On August 8, 2018, Ashford OAINC II Inc., (formerly named Ashford Inc. and incorporated in Maryland) (“Maryland Ashford”) completed the acquisition of Premier, the project management business formerly conducted by certain affiliates of Remington Holdings, LP (“Remington”). In connection with the acquisition of Premier, Maryland Ashford effected a holding company reorganization. The change in holding company organizational structure was effected by a merger, pursuant to which Maryland Ashford became the successor issuer of Old Ashford under Rule 12g-3 of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”).

 

On November 6, 2019, Ashford Inc., a Nevada corporation (the “Company”) completed the acquisition of Remington’s Hotel Management business.  In connection with the acquisition of Remington’s Hotel Management business, the Company effected a holding company reorganization. The change in holding company organizational structure was effected by a merger, pursuant to which the Company became the successor issuer of Maryland Ashford under Rule 12g-3 of the Exchange Act.

 

No other modifications to the Original Form 8-K are being made by this Form 8-K/A. This Form 8-K/A does not modify or update disclosures made in the Original Form 8-K, except as otherwise set forth in this Form 8-K/A.

 

In accordance with Rule 12b-15 of the Securities Exchange Act of 1934, as amended, the complete text of Items 1.01, 2.03 and 9.01 of the Original Form 8-K, as amended by this Form 8-K/A, which form a part of, and should be read together with, the Original Form 8-K, are set forth below.

 


 

ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

 

The information set forth under Item 2.03 below is incorporated by reference into this Item 1.01.  The Modification Agreement (as defined below) is filed with this Form 8-K as Exhibit 10.3 and is incorporated herein by reference.  The Credit Facility and the Amendment to the Credit Facility (as defined below) have been previously filed by the Company on a Form 8-K, and are also incorporated herein by reference.

 

ITEM 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT.

 

Credit Facility

 

On March 1, 2018, Ashford Inc. entered into the Credit Facility with Ashford Hospitality Holdings LLC, a subsidiary of the Company (the “Borrower”), Bank of America, N.A., as administrative agent and letters of credit issuer, and the lenders from time to time party thereto.

 

The Credit Facility is a senior secured revolving credit facility in the amount of $35.0 million, including $5.0 million available in letters of credit, and an accordion feature whereby the aggregate commitments may be expanded to $75.0 million, subject to certain conditions.  The Credit Facility is a three-year interest-only facility with all outstanding principal due at maturity, with a one-year extension option and an extension fee equal to 0.25% of the aggregate commitments.  The proceeds of the Credit Facility may be used for working capital, capital expenditures and other lawful corporate purposes, including property acquisitions; provided, however, no proceeds will be used for investments in business held by Ashford Hospitality Services, LLC or any person that is, or is expected to be, a subsidiary of Ashford Hospitality Services, LLC.

 

The Credit Facility is guaranteed by the Company and certain subsidiaries of the Company, and secured by: (i) all of the assets of Borrower and each guarantor, (ii) an assignment of proceeds under the advisory agreements with Braemar Hotels & Resorts Inc. (formerly known as Ashford Hospitality Prime, Inc.) and Ashford Hospitality Trust, Inc., and any other similar advisory agreement, (iii) an assignment of the intercompany credit agreement between Borrower and Ashford Hospitality Advisors LLC, and (iv) a pledge of the equity interests in the Borrower and each guarantor.

 

Borrowings under the Credit Facility will bear interest, at the Borrower’s option, at either LIBOR for a designated interest period plus an applicable margin, or the base rate (as defined as the highest of the Bank of America prime rate, the federal funds rate plus 0.5% or LIBOR plus 1.0%) plus an applicable margin.  The anticipated applicable margin for borrowings under the Credit Facility for LIBOR loans will range from 3.0% to 3.5% per annum and the applicable margin for the base rate loans will range from 2.0% to 2.5% per annum, depending on the ratio of consolidated funded indebtedness to EBITDA of the Company, with the lowest rate applying if such ratio is less than 1.5 to 1.0, and the highest rate applying if such ratio is equal or greater than 2.0 to 1.0.  The Borrower is also required to pay a commitment fee to the lenders assessed on the unused portion of this facility.  A default rate will apply on all obligations in the event of default under the Credit Facility at 2.0% above the otherwise applicable rate.

 

The Credit Facility contains customary terms, covenants, negative covenants, events of default, limitations and other conditions for credit facilities of this type.  Subject to certain exceptions, the Company and the Borrower are subject to restrictions on incurring additional indebtedness and liens, investments, mergers and fundamental changes, sales or other dispositions of property, dividends and stock redemptions, changes in the nature of the Borrower’s business, transactions with affiliates, burdensome agreements and capital expenditures.

 

The Company is also subject to certain financial covenants, including: (i) maintaining consolidated tangible net worth not less than 75% of the consolidated tangible net worth as of September 30, 2017 plus 75% of the net equity proceeds of any future equity issuances by the Company; (ii) the ratio of consolidated funded indebtedness that is recourse to Borrower or any guarantor (less unrestricted cash) to consolidated EBITDA, excluding EBITDA attributable to Ashford Hospitality Services, LLC or its subsidiaries (the “Advisory Leverage Ratio”), not exceeding 2.75 to 1.0; (iii) maintaining a ratio of consolidated EBITDA, excluding EBITDA attributable to Ashford Hospitality Services, LLC or its subsidiaries, to consolidated interest charges attributable to consolidated funded indebtedness that is recourse to Borrower or any guarantor not less than 5.0 to 1.0; (iv) the ratio of the consolidated funded indebtedness to consolidated EBITDA of the consolidated parties (the “Consolidated Leverage Ratio”) not exceeding 4.5 to 1.0; and (v) dividend payments or stock repurchases (if any) solely being made with cash available for distribution of the Company and its subsidiaries.

 

1


 

The Credit Facility includes customary events of default, and the occurrence of an event of default will permit the lenders to terminate commitments to lend under the Credit Facility and accelerate payment of all amounts outstanding thereunder.  If a default occurs and is continuing, the Company will be precluded from making dividends on the Company’s shares of common stock.

 

First Amendment to the Credit Facility

 

On March 21, 2018, the Company entered into the First Amendment (the “Amendment”) to the Credit Facility, with the Borrower, Bank of America, N.A., as administrative agent and letters of credit issuer, and the lenders from time to time party thereto.  The Amendment was effective as of March 1, 2018, the date of the Credit Facility.

 

Pursuant to the Amendment, the financial covenant of consolidated tangible net worth was replaced with the consolidated net worth, and the Company is required to maintain consolidated net worth not less than 75% of the consolidated net worth as of September 30, 2017 plus 75% of the net equity proceeds of any future equity issuances by the Company.

 

Second Consent, Assumption and Modification Agreement to the Credit Facility

 

On November 6, 2019, the Company entered into the Modification Agreement to the Credit Facility, with the Borrower, Bank of America, N.A., as administrative agent and letters of credit issuer, and the lenders from time to time party thereto.  The Modification Agreement is effective as of November 6, 2019.

 

Pursuant to the Modification Agreement, (i) the Advisory Leverage Ratio the Company must maintain was decreased to 2.00 to 1.00; (ii) the Consolidated Leverage Ratio the Company must maintain was decreased to 3.00 to 1.00; (iii) the Consolidated Fixed Charge Coverage Ratio (as defined in the Modification Agreement) the Company must maintain is 1.25 to 1.00, and will increase to 1.50 to 1.00 after March 1, 2021; and (iv) the Company may not declare any dividend payments to its common stock unless the Consolidated Fixed Charge Coverage Ratio is greater than 1.00 to 1.00.

 

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

 

(d) Exhibits

 

Exhibit
No.

 

Description

10.1*

 

Credit Agreement, dated as of March 1, 2018, by and among Ashford Hospitality Holdings LLC, Ashford Inc., Bank of America, N.A. and the other lenders party thereto (incorporated by reference to Exhibit 10.1 of Form 8-K, filed on March 7, 2018) (File No. 001-36400)

10.2*

 

First Amendment to Credit Agreement, dated as of March 21, 2018, effective as of March 1, 2018, by and among Ashford Hospitality Holdings LLC, Ashford Inc., Bank of America, N.A. and the other lenders party thereto (incorporated by reference to Exhibit 99.1 of Form 8-K, filed on March 26, 2018) (File No. 001-36400)

10.3

 

Second Consent, Assumption and Modification Agreement, dated as of November 6, 2019, by and among Ashford Hospitality Holdings LLC, Ashford Inc., Bank of America, N.A. and the other lenders party thereto

 


*      Previously filed.

 

2


 

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.

 

Date: November 6, 2019

 

 

ASHFORD INC.

 

 

 

By:

/s/ Robert G. Haiman

 

 

Name:

Robert G. Haiman

 

 

Title:

Executive Vice President, General Counsel & Secretary

 

3


EXHIBIT 10.3

 

SECOND CONSENT, ASSUMPTION, AND MODIFICATION AGREEMENT

 

SECOND CONSENT, ASSUMPTION, AND MODIFICATION AGREEMENT (this “Agreement”) is entered into to be effective as of November 6, 2019 (the “Effective Date”), by and among ASHFORD HOSPITALITY HOLDINGS LLC, a Delaware limited liability company (“Borrower”), ASHFORD OAINC II INC., a Maryland corporation (“OAINC2”), formerly known as Ashford Inc., a Maryland corporation (“Old Parent”), formerly known as Ashford Holding Corp., a Maryland corporation, and successor in interest by merger with Ashford Merger Sub Inc., a Maryland corporation (“New Merger Sub”), ASHFORD INC., a Nevada corporation (“New Parent”), formerly known as Ashford Nevada Holding Corp., a Nevada corporation, ASHFORD ADVISORS, INC., a Delaware corporation (“Advisors”), ASHFORD HOSPITALITY ADVISORS LLC, a Delaware limited liability company (“Hospitality Advisors”), ASHFORD LENDING CORPORATION, a Delaware corporation (“Lending”), LISMORE CAPITAL LLC, a Delaware limited liability company (“Lismore”), AINC KALIBRI HOLDCO LLC, a Delaware limited liability company (“Kalibri”), PREMIER PROJECT MANAGEMENT LLC, a Maryland limited liability company (“Premier”), PREMIER ARCHITECTURE LLC, a Delaware limited liability company (“Architecture”), and ASHFORD OAINC, INC., a Maryland corporation, formerly known as Ashford Inc., a Maryland corporation, and successor in interest by merger with Ashford Merger Sub Inc., a Maryland corporation (“OAINC”, and Advisors, Hospitality Advisors, Lending, Lismore, Kalibri, Premier, Architecture, and OAINC are collectively, “Subsidiary Guarantors” and individually a “Subsidiary Guarantor”), the lenders party to the Credit Agreement (defined below) (“Lenders”), and BANK OF AMERICA, N.A., as administrative agent for the Lenders (in such capacity, “Administrative Agent”).

 

R E C I T A L S

 

A.                                    Borrower, Old Parent, the Lenders, and Administrative Agent are parties to that certain Credit Agreement dated as of March 1, 2018, providing for a revolving credit facility in the amount of $35,000,000.00 with possible future increases by an additional $40,000,000.00 (the “Credit Agreement”).

 

B.                                    The obligations of Borrower pursuant to the Credit Agreement are guaranteed by Old Parent pursuant to Article X of the Credit Agreement (the “Parent Guaranty”).

 

C.                                    In addition to the Parent Guaranty, the obligations of Borrower pursuant to the Credit Agreement are guaranteed by each Subsidiary Guarantor pursuant to that certain Guaranty Agreement dated as of March 1, 2018, executed by Subsidiary Guarantors for the benefit of Administrative Agent and Lenders (the “Subsidiary Guaranty”), and joined by OAINC on August 8, 2018, joined by Premier on September 7, 2018 and joined by Architecture on July 2, 2019.

 

D.                                    To secure the obligations of Borrower pursuant to the Credit Agreement, Borrower, Old Parent and Subsidiary Guarantors have granted a security interest pursuant to that certain Security and Pledge Agreement dated as of March 1, 2018, executed by Borrower, OAINC and the other Subsidiary Guarantors (the “Security Agreement”), and joined by Old Parent on August 8, 2018, joined by Premier on September 7, 2018 and joined by Architecture on July 2, 2019.

 

E.                                     (a) Effective as of April 18, 2019, Old Parent formed New Parent as a wholly-owned Subsidiary of Old Parent, (b) effective as of April 12, 2019, New Merger Sub was formed, (c) effective as of May 29, 2019, New Merger Sub became a wholly-owned Subsidiary of New Parent, and (d) effective as of November 6, 2019, New Merger Sub merged with and into Old Parent (with Old Parent being the surviving corporation and changing its name to Ashford OAINC II Inc.), becoming a wholly owned Subsidiary of New Parent, with the shareholders of Old Parent receiving shares of New Parent on a one-for-one basis in exchange for their current shares of Old Parent (collectively, the “Reorganization”).

 

1


 

F.                                      Borrower has requested that Lenders and Administrative Agent consent to the Reorganization, provided that (a) New Parent assumes and confirms the obligations, rights, Liens, and security interests of Old Parent created under the Credit Agreement, the Parent Guaranty, the Security Agreement, and the other Loan Documents and (b) OAINC2 executes and delivers to Administrative Agent a joinder to the Subsidiary Guaranty.

 

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

 

1.                                      Terms and References.  Unless otherwise stated in this Agreement (a) terms defined in the Credit Agreement have the same meanings when used in this Agreement, and (b) references to “Sections” are to the Credit Agreement’s sections.

 

2.                                      Consent.  Subject to the terms and conditions contained herein, Lenders and Administrative Agent hereby consent to the Reorganization.

 

3.                                      Assumption.  New Parent hereby assumes all of the debts, obligations, and liabilities of Old Parent under or pursuant to the Credit Agreement, the Parent Guaranty, the Security Agreement, and each of the other Loan Documents.

 

4.                                      Assumption Documents.  Borrower, OAINC2, and New Parent shall execute and deliver to Administrative Agent, or cause to be delivered to Administrative Agent, each of the documents listed on Schedule A attached hereto on or before the date listed for each such item on Schedule A (or such later date as may be approved by Administrative Agent its sole discretion and communicated to Borrower via e-mail or otherwise) (such documents, together with this Agreement, being collectively, the “Assumption Documents”), each dated as of the Effective Date.

 

5.                                      Amendments to the Credit Agreement.

 

(a)                                 The introductory paragraph to the Credit Agreement is hereby deleted in its entirety and is replaced with the following:

 

This CREDIT AGREEMENT (“Agreement”) is entered into as of March 1, 2018, among ASHFORD HOSPITALITY HOLDINGS LLC, a Delaware limited liability company (the “Borrower”), ASHFORD INC., a Nevada corporation, formerly known as Ashford Nevada Holding Corp., a Nevada corporation (the “Parent”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent and L/C Issuer.”

 

(b)                                 Section 1.01 of the Credit Agreement is hereby amended to add the following new definitions in the correct alphabetical order:

 

Consolidated Fixed Charge Coverage Ratio” means, at any date of determination, the ratio of (a)(i) Consolidated EBITDA, plus (ii) rentals payable under leases of real or personal, or mixed, property, less (iii) the aggregate amount of all recurring maintenance capital expenditures to (b) the sum of (i) Consolidated Interest Charges, (ii) the aggregate principal amount of all regularly scheduled principal payments or redemptions or similar acquisitions for value of outstanding debt for borrowed money, but excluding any such payments to the extent refinanced through the incurrence of additional Indebtedness otherwise expressly permitted under Section 7.02, (iii) rentals payable under

 

2


 

leases of real or personal, or mixed, property, other than lease payments under the Marietta Lease, (iv) the aggregate amount of all Restricted Payments (including, without limitation, with respect to the Preferred Interests) and (v) the aggregate amount of Federal, state, local and foreign income taxes paid in cash, in each case, of or by Consolidated Parties on a consolidated basis for the period of the four (4) fiscal quarters most recently ended.

 

Marietta Lease” means that certain Lease dated as of March 1, 2008, by and between The City of Marietta, Georgia, as agent for Downtown Marietta Development Authority and Marietta Leasehold, L.P., as amended.

 

Preferred Interests” means the Series D Convertible Preferred Stock, par value $0.001 per share of Parent, together with any other preferred Equity Interests issued in connection therewith or in substitution thereof.

 

(c)                                  Section 1.03(b) of the Credit Agreement is hereby amended to add the following sentence after the last sentence thereof:

 

Without limiting the foregoing and notwithstanding anything to the contrary in the Loan Documents, leases that would have constituted operating leases or capital leases in accordance with GAAP prior to the adoption of FASB ASC Topic 842 (Leases) (as adopted on February 25, 2016) shall be considered operating leases or capital leases, respectively, for all purposes of the Loan Documents, notwithstanding any classification under GAAP in effect on the Closing Date or any change in GAAP relating thereto, unless the Borrower and other requisite parties hereto shall enter into a mutually acceptable amendment addressing such changes, as provided for above. The Marietta Lease shall not be included in Consolidated Funded Indebtedness, nor shall the Marietta Lease or rental payments made in accordance with the terms thereof be included in Consolidated Interest Charges.

 

(d)                                 Section 7.06 of the Credit Agreement is hereby deleted in its entirety and is replaced with the following:

 

7.06                        Restricted Payments.  Declare or make any Restricted Payment, provided, that so long as no Default or Event of Default has occurred and is continuing or would result therefrom, the Parent may (a) declare or pay cash dividends to its stockholders and (b) repurchase its Equity Interests, in each case, solely out of cash available for distribution of the Parent and its Subsidiaries. Notwithstanding the prior sentence, in no event shall any Restricted Payment be made with respect to the common stock of Parent unless, both before and after giving effect to any such payment, Borrower shall have demonstrated to Administrative Agent’s satisfaction that the Consolidated Fixed Charge Coverage Ratio is greater than 1.0 to 1.0.

 

(e)                                  Section 7.11(b) of the Credit Agreement is hereby deleted in its entirety and is replaced with the following:

 

(b)                                 Advisory Leverage Ratio.  Permit the Advisory Leverage Ratio at any time during any period of four fiscal quarters of the Parent, to be greater than 2.00 to 1.0.

 

(f)                                   Section 7.11(d) of the Credit Agreement is hereby deleted in its entirety and is replaced with the following:

 

3


 

(d)                                 Consolidated Leverage Ratio.  Permit the Consolidated Leverage Ratio at any time during any period of four fiscal quarters of the Parent, to be greater than 3.00 to 1.0.

 

(g)                                 Section 7.11 of the Credit Agreement is hereby amended to add the following new clause (e) at the end thereof:

 

(e)                                  Consolidated Fixed Charge Coverage Ratio.  Permit the Consolidated Fixed Charge Coverage Ratio at any time during any period of four fiscal quarters of the Parent, to be less than (i) for the period ending on or before the Initial Maturity Date, 1.25 to 1.0 and (ii) for the period ending on or after the Initial Maturity Date, 1.50 to 1.0.

 

(g)                                 Article VII of the Credit Agreement is hereby amended to add the following new Section 7.17 at the end thereof:

 

7.17                        Amendments or Modifications of Preferred Interests.  Without the prior written consent of Administrative Agent, make or approve any material amendment, modification, or change to the terms of any Preferred Interests.

 

(h)                                 Schedule 5.13 to the Credit Agreement is hereby deleted in its entirety and is replaced with Schedule 5.13 attached hereto.

 

6.                                      Other Amendments.

 

(a)                                 All references in the Loan Documents to the Credit Agreement shall henceforth include references to the Credit Agreement as amended hereby, and as may, from time to time, be further amended, modified, extended, renewed, and/or increased.

 

(b)                                 All references in the Loan Documents to Old Parent shall henceforth include references to New Parent.

 

(c)                                  Any and all of the terms and provisions of the Loan Documents are hereby amended and modified wherever necessary, even though not specifically addressed herein, so as to conform to the amendments and modifications set forth herein.

 

7.                                      Ratifications.  Borrower, New Parent, OAINC2, and each Subsidiary Guarantor (a) ratify and confirm all provisions of the Loan Documents as amended by the Assumption Documents, (b) ratify and confirm that all guaranties, assurances, and Liens granted, conveyed, or assigned to Lenders and Administrative Agent under the Loan Documents are not released, reduced, or otherwise adversely affected by the Reorganization or the Assumption Documents and continue to guarantee, assure, and secure full payment and performance of the present and future Obligations, (c) consent and agree to the Reorganization and the Assumption Documents’ execution and delivery, (d) waive notice of acceptance of this Agreement, which Agreement binds each such Person and their successors and permitted assigns and inures to Lenders and Administrative Agent, and their respective successors and permitted assigns, and (e)  agree to perform such acts and duly authorize, execute, acknowledge, deliver, file, and record such additional guaranties, assignments, security agreements, deeds of trust, mortgages, and other agreements, documents, instruments, and certificates as Administrative Agent may reasonably deem necessary or appropriate in order to create, perfect, preserve, and protect those guaranties, assurances, and Liens.

 

8.                                      Representations.  Borrower, New Parent, and OAINC2 each represent and warrant to Lenders and Administrative Agent that as of the date of this Agreement: (a) the Assumption Documents

 

4


 

have been duly authorized, executed, and delivered by each Loan Party that is a party thereto; (b) no action of, or filing with, any governmental authority is required to authorize, or is otherwise required in connection with, the execution, delivery, and performance by the Loan Parties of the Assumption Documents; (c) the Loan Documents, as amended by the Assumption Documents, are valid and binding upon the Loan Parties and are enforceable against the Loan Parties in accordance with their respective terms; (d) the execution, delivery, and performance by the Loan Parties of the Assumption Documents do not require the consent of any other person and do not and will not constitute a violation of any laws, agreements, or understandings to which any Loan Party is a party or by which any Loan Party is bound; (e) all representations and warranties in the Loan Documents are true and correct in all material respects except (i) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date or (ii) the facts on which any of them were based have been changed by transactions contemplated or permitted by the Credit Agreement; and (f) after giving effect to the Assumption Documents, no Default or Event of Default exists.

 

9.                                      Continued Effect.  Except to the extent amended hereby, all terms, provisions and conditions of the Loan Agreement and the other Loan Documents, and all documents executed in connection therewith, shall continue in full force and effect and shall remain enforceable and binding in accordance with their respective terms.

 

10.                               Conditions Precedent.  This Agreement shall not be effective unless and until: (a) Administrative Agent receives executed counterparts of the Assumption Documents and each of the documents listed on Schedule A attached hereto on or before the date listed for each such item on Schedule A (or such later date as may be approved by Administrative Agent its sole discretion and communicated to Borrower via e-mail or otherwise); and (b) the representations and warranties in this Agreement are true and correct in all material respects on and as of the date of this Agreement.

 

11.                               Miscellaneous.  Unless stated otherwise (a) the singular number includes the plural and vice versa and words of any gender include each other gender, in each case, as appropriate, (b) headings and captions may not be construed in interpreting provisions, (c) this Agreement shall be subject to the provisions regarding choice of law, submission to jurisdiction, waiver of venue, service of process, and waiver of jury trial set forth in Section 11.14 and 11.15 of the Credit Agreement, and such provisions are incorporated herein by this reference, mutatis mutandis, (d) if any part of this Agreement is for any reason found to be unenforceable, all other portions of it nevertheless remain enforceable, and (e) this Agreement may be executed in any number of counterparts (originals or facsimile copies followed by original executed counterparts within two (2) Business Days, but the failure to deliver original executed counterparts shall not affect the validity, enforceability, and binding effect of this Agreement) with the same effect as if all signatories had signed the same document, and all of those counterparts must be construed together to constitute the same document. Borrower shall pay the reasonable fees and expenses of counsel for Administrative Agent incurred in connection with this Amendment in accordance with Section 11.04 of the Credit Agreement.

 

12.                               RELEASE.  BORROWER, NEW PARENT, OAINC2, AND EACH OTHER LOAN PARTY ACKNOWLEDGES THAT THE OBLIGATIONS ARE ABSOLUTE AND UNCONDITIONAL WITHOUT ANY RIGHT OF RECISSION, SETOFF, COUNTERCLAIM, DEFENSE, OFFSET, CROSS-COMPLAINT, CLAIM OR DEMAND OF ANY KIND OR NATURE WHATSOEVER THAT CAN BE ASSERTED TO REDUCE OR ELIMINATE ALL OR ANY PART OF ITS LIABILITY TO REPAY THE OBLIGATIONS OR TO SEEK AFFIRMATIVE RELIEF OR DAMAGES OF ANY KIND OR NATURE FROM ADMINISTRATIVE AGENT OR ANY LENDER.  BORROWER, NEW PARENT, OAINC AND EACH OTHER LOAN PARTY HEREBY VOLUNTARILY AND KNOWINGLY RELEASES AND FOREVER DISCHARGES ADMINISTRATIVE AGENT AND EACH LENDER, AND EACH OF THEIR RESPECTIVE PREDECESSORS, AGENTS, EMPLOYEES, SUCCESSORS, AND ASSIGNS

 

5


 

(COLLECTIVELY, THE “RELEASED PARTIES”), FROM ALL POSSIBLE CLAIMS, DEMANDS, ACTIONS, CAUSES OF ACTION, DAMAGES, COSTS, EXPENSES, AND LIABILITIES WHATSOEVER, KNOWN OR UNKNOWN, ANTICIPATED OR UNANTICIPATED, SUSPECTED OR UNSUSPECTED, FIXED, CONTINGENT, OR CONDITIONAL, AT LAW OR IN EQUITY, ORIGINATING IN WHOLE OR IN PART ON OR BEFORE THE DATE THIS AMENDMENT IS EXECUTED, WHICH BORROWER, NEW PARENT, OAINC OR ANY OTHER LOAN PARTY MAY NOW OR HEREAFTER HAVE AGAINST THE RELEASED PARTIES, IF ANY, AND IRRESPECTIVE OF WHETHER ANY SUCH CLAIMS ARISE OUT OF CONTRACT, TORT, VIOLATION OF LAW OR REGULATIONS, OR OTHERWISE, AND ARISING FROM THE “LOAN”, INCLUDING, WITHOUT LIMITATION, ANY CONTRACTING FOR, CHARGING, TAKING, RESERVING, COLLECTING, OR RECEIVING INTEREST IN EXCESS OF THE HIGHEST LAWFUL RATE APPLICABLE, THE EXERCISE OF ANY RIGHTS AND REMEDIES UNDER THE CREDIT AGREEMENT OR OTHER LOAN DOCUMENTS, AND NEGOTIATION FOR AND EXECUTION OF THIS AMENDMENT.

 

13.                               ENTIRETIES.  THE CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS, EACH AS AMENDED BY THIS AGREEMENT, REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES ABOUT THE SUBJECT MATTER OF THE CREDIT AGREEMENT AS AMENDED BY THIS AGREEMENT AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.  THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

 

14.                               Parties.  This Agreement binds and inures to Borrower, New Parent, OAINC2, each other Loan Party, Lenders and Administrative Agent, and their respective successors and permitted assigns.

 

[Signature Pages to Follow]

 

6


 

EXECUTED as of the date first stated above.

 

BORROWER:

 

ASHFORD HOSPITALITY HOLDINGS LLC, a Delaware limited liability company

 

By:

Ashford OAINC, Inc., its manager

 

 

 

 

By:

/s/ Deric S. Eubanks

 

 

Name:

Deric S. Eubanks

 

Title:

Chief Financial Officer

 

PARENT:

 

ASHFORD INC., a Nevada corporation, formerly known as Ashford Nevada Holding Corp., a Nevada corporation

 

By:

/s/ Deric S. Eubanks

 

 

Name:

Deric S. Eubanks

 

Title:

Chief Financial Officer

 

OAINC2:

 

ASHFORD OAINC II, INC., a Maryland corporation, formerly known as Ashford Inc., a Maryland corporation, formerly known as Ashford Holding Corp., a Maryland corporation, and successor in interest by merger with Ashford Merger Sub Inc.

 

By:

/s/ Deric S. Eubanks

 

 

Name:

Deric S. Eubanks

 

Title:

Chief Financial Officer

 

SUBSIDIARY GUARANTORS:

 

ASHFORD ADVISORS, INC., a Delaware corporation

 

By:

/s/ Deric S. Eubanks

 

 

Name:

Deric S. Eubanks

 

Title:

Chief Financial Officer

 

Signature Page to

Second Consent, Assumption, and Modification Agreement

 


 

ASHFORD HOSPITALITY ADVISORS LLC, a Delaware limited liability company

 

By:

/s/ Deric S. Eubanks

 

 

Name:

Deric S. Eubanks

 

Title:

President

 

ASHFORD LENDING CORPORATION, a Delaware corporation

 

By:

/s/ Deric S. Eubanks

 

 

Name:

Deric S. Eubanks

 

Title:

President and Secretary

 

LISMORE CAPITAL LLC, a Delaware limited liability company

 

By:

/s/ Deric S. Eubanks

 

 

Name:

Deric S. Eubanks

 

Title:

Chief Financial Officer

 

AINC KALIBRI HOLDCO LLC, a Delaware limited liability company

 

By:

/s/ Deric S. Eubanks

 

 

Name:

Deric S. Eubanks

 

Title:

President

 

ASHFORD OAINC, INC., a Maryland corporation, formerly known as Ashford Inc., a Maryland corporation, and successor in interest by merger to Ashford Merger Sub Inc.

 

By:

/s/ Deric S. Eubanks

 

 

Name:

Deric S. Eubanks

 

Title:

Chief Financial Officer

 

Signature Page to

Second Consent, Assumption, and Modification Agreement

 


 

PREMIER PROJECT MANAGEMENT LLC, a Maryland limited liability company

 

By:

/s/ Mark Matz

 

 

Name:

Mark Matz

 

Title:

Chief Operating Officer

 

PREMIER ARCHITECTURE LLC, a Delaware limited liability company

 

By:

/s/ Mark Matz

 

 

Name:

Mark Matz

 

Title:

Chief Operating Officer

 

Signature Page to

Second Consent, Assumption, and Modification Agreement

 


 

ADMINISTRATIVE AGENT:

 

BANK OF AMERICA, N.A., as Administrative Agent

 

By:

/s/ Suzanne E. Pickett

 

 

Suzanne E. Pickett

 

Senior Vice President

 

Signature Page to

Second Consent, Assumption, and Modification Agreement

 


 

LENDER:

 

BANK OF AMERICA, N.A., as a Lender

 

By:

/s/ Suzanne E. Pickett

 

 

Suzanne E. Pickett

 

Senior Vice President

 

Signature Page to

Second Consent, Assumption, and Modification Agreement

 


 

SCHEDULE A

 

LIST OF ASSUMPTION DOCUMENTS

 

[Omitted pursuant to Item 601(a)(5) of Regulation S-K]

 


 

SCHEDULE 5.13

 

SUBSIDIARIES AND OTHER EQUITY INVESTMENTS;
LOAN PARTIES

 

Part (a) - Subsidiaries:

 

Entity Name

 

State

 

Entity
Designation

 

Equity Interests
Owned By

 

Equity
% of
Owner

 

Equity
Entity
Type

AIM General Partner, LLC

 

DE:

 

Excluded Subsidiary

 

Ashford Hospitality Advisors LLC

 

100%

 

Member

AIM Management Holdco, LLC

 

DE:

 

Excluded Subsidiary

 

Ashford Hospitality Advisors LLC

 

100%

 

Member

AIM Performance Holdco, LP

 

DE:

 

Excluded Subsidiary

 

AIM General Partner, LLC
Ashford Hospitality Advisors LLC
Monty Bennett
Rob Hays

 

0.01%
59.99%
25%
15%

 

GP
LP
LP
LP

AIM REHE Funds GP, LP

 

DE:

 

Excluded Subsidiary

 

AIM General Partner, LLC
AIM Performance Holdco, LP

 

0.01%
99.99%

 

GP
LP

AINC Bar Draught LLC

 

DE:

 

Excluded Subsidiary

 

Ashford Hospitality Advisors LLC
Circa 1919 LLC

 

75%
25%

 

Member
Member

AINC Kalibri Holdco LLC

 

DE

 

Loan Party

 

Ashford Hospitality Advisors LLC

 

100%

 

Member

Ashford Advisors, Inc.

 

DE

 

Loan Party

 

Ashford Hospitality Holdings, LLC

 

100%

 

Stock

Ashford Alexandria Leasing LLC

 

DE:

 

Excluded Subsidiary

 

Ashford Hospitality Advisors LLC

 

100%

 

Member

Ashford Atlanta Leasing LLC

 

DE:

 

Excluded Subsidiary

 

Ashford Hospitality Advisors LLC

 

100%

 

Member

Ashford Boston Leasing LLC

 

DE:

 

Excluded Subsidiary

 

Ashford Hospitality Advisors LLC

 

100%

 

Member

 


 

Entity Name

 

State

 

Entity
Designation

 

Equity Interests
Owned By

 

Equity
% of
Owner

 

Equity
Entity
Type

Ashford Hospitality Advisors LLC

 

DE:

 

Loan Party

 

Ashford Advisors, Inc.

 

100%

 

Member

Ashford Hospitality Holdings LLC

 

DE:

 

Loan Party

 

Ashford OAINC, Inc.
Unitholders
Ashford Inc.
Ashford OAINC II Inc.

 

99.8%
0.2%
0.0%
0.0%

 

Member
Member
Preferred Member
Preferred Member

Ashford Hospitality Select Limited Partnership

 

DE

 

Excluded Subsidiary

 

Ashford Select OP General Partner LLC
Ashford Select OP Limited Partner LLC

 

0%
100%

 

GP
LP

Ashford Hospitality Select, Inc.

 

MD

 

Excluded Subsidiary

 

Ashford Hospitality Advisors LLC

 

100%

 

Stock

Ashford Investment Management, LLC

 

DE:

 

Excluded Subsidiary

 

AIM Management Holdco, LLC

 

100%

 

Member

Ashford Lending Corporation

 

DE:

 

Loan Party

 

Ashford Hospitality Advisors LLC

 

100%

 

Stock

Ashford Minneapolis Leasing LLC

 

DE:

 

Excluded Subsidiary

 

Ashford Hospitality Advisors LLC

 

100%

 

Member

Ashford Nashville Leasing LLC

 

DE:

 

Excluded Subsidiary

 

Ashford Hospitality Advisors LLC

 

100%

 

Member

Ashford New York Leasing LLC

 

DE:

 

Excluded Subsidiary

 

Ashford Hospitality Advisors LLC

 

100%

 

Member

Ashford Pav Leasing LLC

 

DE:

 

Excluded Subsidiary

 

Ashford Hospitality Advisors LLC

 

100%

 

Member

Ashford Posada Leasing LLC

 

DE

 

Excluded Subsidiary

 

Ashford Hospitality Advisors LLC

 

100%

 

Member

Ashford Princeton Leasing LLC

 

DE:

 

Excluded Subsidiary

 

Ashford Hospitality Advisors LLC

 

100%

 

Member

Ashford Sarasota Leasing LLC

 

DE:

 

Excluded Subsidiary

 

Ashford Hospitality Advisors LLC

 

100%

 

Member

Ashford Scotts Valley Leasing LLC

 

DE

 

Excluded Subsidiary

 

Ashford Hospitality Advisors LLC

 

100%

 

Member

 


 

Entity Name

 

State

 

Entity
Designation

 

Equity Interests
Owned By

 

Equity
% of
Owner

 

Equity
Entity
Type

Ashford Select OP Limited Partner LLC

 

DE:

 

Excluded Subsidiary

 

Ashford Hospitality Select, Inc.

 

100%

 

Member

Ashford Select OP General Partner LLC

 

DE:

 

Excluded Subsidiary

 

Ashford Hospitality Select, Inc.

 

100%

 

Member

Ashford Select TRS Corporation

 

DE:

 

Excluded Subsidiary

 

Ashford Hospitality Select Limited Partnership

 

100%

 

Stock

Ashford Inc.

 

NV

 

Loan Party

 

Public shareholder

 

100%

 

Stock

Ashford Yountville II Leasing LC

 

DE

 

Excluded Subsidiary

 

Ashford Hospitality Advisors LLC

 

100%

 

Member

Entrava

 

 

 

Excluded Subsidiary

 

OpenKey, Inc.

 

100%

 

 

Lismore Capital LLC

 

DE

 

Loan Party

 

Ashford Hospitality Advisors LLC

 

100%

 

Member

OpenKey, Inc.

 

DE

 

Excluded Subsidiary

 

Ashford Lending Corporation

 

49.72%

 

Pref Stock

Ashford OAINC, Inc.

 

MD

 

Loan Party

 

Ashford OAINC II Inc.

 

100%

 

Stock

Ashford OAINC II Inc.

 

MD

 

Loan Party

 

Ashford Inc.

 

100%

 

Stock

Premier Project Management LLC

 

MD

 

Loan Party

 

Ashford Hospitality Advisors LLC

 

100%

 

Member

Premier Architecture LLC

 

DE

 

Loan Party

 

Premier Project Management LLC

 

100%

 

Member

Kylemore Holdings LLC

 

DE

 

Excluded Subsidiary

 

Ashford Hospitality Advisors LLC

 

100%

 

Member

Ashford Securities LLC

 

DE

 

Excluded Subsidiary

 

Kylemore Holdings LLC

 

100%

 

Member

Real Estate Advisory Holdings LLC

 

DE:

 

Excluded Subsidiary

 

Lismore Capital LLC

 

30%

 

Member

Ancillary Service Subsidiaries as of November 1, 2019:

 

 

 

 

 

 

 

 

 

 

Ashford Hospitality Services LLC

 

DE:

 

Excluded Subsidiary

 

Ashford Advisors, Inc.

 

100%

 

Member

 


 

Entity Name

 

State

 

Entity
Designation

 

Equity Interests
Owned By

 

Equity
% of
Owner

 

Equity
Entity
Type

Island Time Watersports (Caribbean) LLC

 

DE

 

Excluded Subsidiary

 

Red Hospitality & Leisure, LLC
Troy Neill

 

95%
5%

 

Member
Member

J&S Audio Visual Communications LLC

 

TX

 

Excluded Subsidiary

 

Presentation Technologies, LLC

 

100%

 

Member

J&S Audio Visual Dominican Republic L.P.

 

TX

 

Excluded Subsidiary

 

J&S DR GP, LLC
PT DR Holdings, LLC

 

1%
99%

 

GP
LP

J&S Audio Visual Mexico S. de R.L.

 

Mex

 

Excluded Subsidiary

 

J&S Audio Visual communications LLC
Presentation Technologies, LLC

 

97.05%
2.95%

 

Member
Member

J&S DR GP, LLC

 

DE:

 

Excluded Subsidiary

 

Presentation Technologies, LLC

 

100%

 

Member

PRE Opco, LLC

 

DE:

 

Excluded Subsidiary

 

Ashford Hospitality Services LLC
PAFR, LLC (third party)
Brault Enterprises, LLC (third party)

 

70%
20%
10%

 

Member
Member
Member

Presentation Technologies, LLC

 

DE:

 

Excluded Subsidiary

 

PT Holdco, LLC
PT Intermediate, LLC (third party)

 

85%
15%

 

Member
Member

PT DR Holdings, LLC

 

 

 

Excluded Subsidiary

 

Presentation Technologies, LLC

 

100%

 

Member

PT Holdco, LLC

 

DE:

 

Excluded Subsidiary

 

Ashford Hospitality Services, LLC

 

100%

 

Member

Real Estate Advisory Holdings LLC

 

DE:

 

Excluded Subsidiary

 

Lismore Capital LLC

 

30%

 

Member

RED Catamaran One, LLC

 

DE:

 

Excluded Subsidiary

 

Island Time Watersports (Caribbean) LLC

 

100%

 

Member

RED Catamaran Two LLC

 

DE:

 

Excluded Subsidiary

 

Island Time Watersports (Caribbean) LLC

 

100%

 

Member

RED Ferry Services LLC

 

DE:

 

Excluded Subsidiary

 

Island Time Watersports (Caribbean) LLC

 

100%

 

Member

 


 

Entity Name

 

State

 

Entity
Designation

 

Equity Interests
Owned By

 

Equity
% of
Owner

 

Equity
Entity
Type

RED Hospitality & Leisure Key West, LLC

 

DE:

 

Excluded Subsidiary

 

RED Hospitality & Leisure LLC

 

100%

 

Member

RED Hospitality & Leisure LLC

 

DE:

 

Excluded Subsidiary

 

Ashford Hospitality Services, LLC
Chris Batchelor (third party)

 

85%
15%

 

Member
Member

RED Island Dinghy Vessel, LLC

 

DE:

 

Excluded Subsidiary

 

Island Time Watersports (Caribbean) LLC

 

100%

 

Member

RED Island Soul Vessel, LLC

 

DE:

 

Excluded Subsidiary

 

Island Time Watersports (Caribbean) LLC

 

100%

 

Member

RED Island Time Vessel, LLC

 

DE:

 

Excluded Subsidiary

 

Island Time Watersports (Caribbean) LLC

 

100%

 

Member

RED Marine Key West, LLC

 

DE:

 

Excluded Subsidiary

 

RED Hospitality & Leisure Key West, LLC

 

100%

 

Member

Marietta Leasehold GP LLC

 

DE:

 

Excluded Subsidiary

 

Ashford Hospitality Advisors LLC

 

100%

 

Member

Marietta Leasehold L.P.

 

DE:

 

Excluded Subsidiary

 

Marietta Leasehold GP LLC
Ashford Hospitality Advisors LLC

 

0.1%
99.9%

 

GP
LP

Remington Holdings, L.P.

 

DE:

 

Excluded Subsidiary

 

Remington Holdings GP, LLC
Ashford Hospitality Services LLC

 

0.1%
99.9%

 

GP
LP

Remington Holdings GP, LLC

 

DE:

 

Excluded Subsidiary

 

Ashford Hospitality Services LLC

 

100%

 

Member

Remington Long Island Employers, LLC

 

DE:

 

Excluded Subsidiary

 

Remington Holdings, L.P.

 

100%

 

Member

Remington Boston Employers, LLC

 

DE:

 

Excluded Subsidiary

 

Remington Holdings, L.P.

 

100%

 

Member

Remington Costa Mesa Employers, LLC

 

DE:

 

Excluded Subsidiary

 

Remington Holdings, L.P.

 

100%

 

Member

Remington Anchorage Employers, LLC

 

DE:

 

Excluded Subsidiary

 

Remington Holdings, L.P.

 

100%

 

Member

 


 

Entity Name

 

State

 

Entity
Designation

 

Equity Interests
Owned By

 

Equity
% of
Owner

 

Equity
Entity
Type

Remington Philly Employers, LLC

 

DE:

 

Excluded Subsidiary

 

Remington Holdings, L.P.

 

100%

 

Member

Remington Parsippany Employers, LLC

 

DE:

 

Excluded Subsidiary

 

Remington Holdings, L.P.

 

100%

 

Member

Remington Lodging & Hospitality, LLC

 

DE:

 

Excluded Subsidiary

 

Remington Holdings, L.P.

 

100%

 

Member

Remington Hotels, LLC

 

DE:

 

Excluded Subsidiary

 

Remington Holdings, L.P.

 

100%

 

Member

Remington Lodging & Hospitality — Annapolis LLC

 

DE:

 

Excluded Subsidiary

 

Remington Holdings, L.P.

 

98%

 

Member

WQ Hotel Management, LLC

 

DE:

 

Excluded Subsidiary

 

Remington Holdings, L.P.

 

100%

 

Member

Remington Lodging & Hospitality — Linthicum, LLC

 

DE:

 

Excluded Subsidiary

 

Remington Holdings, L.P.

 

98%

 

Member

Remington Alexandria Employers, LLC

 

DE:

 

Excluded Subsidiary

 

Remington Holdings, L.P.

 

100%

 

Member

Remington Midtown Manhattan Employers, LLC

 

DE:

 

Excluded Subsidiary

 

Remington Holdings, L.P.

 

100%

 

Member

 


 

Part (b) — Other Equity Investments of Loan Parties:

 

1.              AINC Kalibri Holdco LLC owns an approximately 2.3085% equity interest in Kalibri Labs, LLC.

 

2.              Ashford Lending Corporation owns 49.72% of the Voting Preferred Stock of OpenKey, Inc.

 

Part (c) — Equity Interests in Loan Parties:

 

Loan Party

 

Equity Interests Owned By

 

Equity %
of Owner

 

Equity Interest
Type

AINC Kalibri Holdco LLC

 

Ashford Hospitality Advisors LLC

 

100%

 

Member

Ashford Advisors, Inc.

 

Ashford Hospitality Holdings LLC

 

100%

 

Stock

Ashford Hospitality Advisors LLC

 

Ashford Advisors, Inc.

 

100%

 

Member

Ashford Hospitality Holdings LLC

 

Ashford OAINC, Inc.
Unitholders
Ashford Inc.
Ashford OAINC II Inc.

 

99.8%
0.2%
0%
0%

 

Member
Member
Preferred Member
Preferred Member

Ashford Lending Corporation

 

Ashford Hospitality Advisors LLC

 

100%

 

Stock

Ashford Inc.

 

Public shareholders

 

100%

 

Stock

Lismore Capital LLC

 

Ashford Hospitality Advisors LLC

 

100%

 

Member

Ashford OAINC, Inc.

 

Ashford OAINC II Inc.

 

100%

 

Stock

Ashford OAINC II Inc.

 

Ashford Inc.

 

100%

 

Stock

Premier Project Management LLC

 

Ashford Hospitality Advisors LLC

 

100%

 

Member

Premier Architecture LLC

 

Premier Project Management LLC

 

100%

 

Member

 


 

Part (d) — Loan Party Information:

 

Loan Party

 

Jurisdiction
of
Organization

 

Tax ID #.

 

Chief Executive Office/
Sole Place of Business

AINC Kalibri Holdco LLC

 

DE

 

47-4115100

 

14185 Dallas Parkway, STE 1100
Dallas, TX 75254

Ashford Advisors, Inc.

 

DE

 

47-5064999

 

14185 Dallas Parkway, STE 1100
Dallas, TX 75254

Ashford Hospitality Advisors LLC

 

DE:

 

46-2496748

 

14185 Dallas Parkway, STE 1100
Dallas, TX 75254

Ashford Hospitality Holdings LLC

 

DE:

 

82-1144434

 

14185 Dallas Parkway, STE 1100
Dallas, TX 75254

Ashford Lending Corporation

 

DE:

 

47-1296460

 

14185 Dallas Parkway, STE 1100
Dallas, TX 75254

Ashford OAINC, Inc.

 

MD:

 

46-5292553

 

14185 Dallas Parkway, STE 1100
Dallas, TX 75254

Ashford OAINC II Inc.

 

MD:

 

82-5237353

 

14185 Dallas Parkway, STE 1100
Dallas, TX 75254

Lismore Capital LLC

 

DE:

 

82-1927994

 

14185 Dallas Parkway, STE 1100
Dallas, TX 75254

Premier Project Management LLC

 

MD:

 

32-0569521

 

14185 Dallas Parkway, STE 1100
Dallas, TX 75254

Premier Architecture LLC

 

DE:

 

84-1960043

 

14185 Dallas Parkway, STE 1100
Dallas, TX 75254

Ashford Inc.

 

NE

 

84-2331507

 

14185 Dallas Parkway, STE 1100
Dallas, TX 75254