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): April 4, 2018
ASHFORD HOSPITALITY PRIME, INC.
(Exact name of registrant as specified in its charter)
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MARYLAND
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001-35972
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46-2488594
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(State of Incorporation)
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(Commission File Number)
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(I.R.S. Employer Identification Number)
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14185 Dallas Parkway, Suite 1100
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Dallas, Texas
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75254
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(Address of principal executive offices)
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(Zip code)
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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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14-a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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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
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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.
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ITEM 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS.
On April 4, 2018, Ashford Hospitality Prime, Inc. ("Ashford Prime" or the “Company”) completed the acquisition of the 266-room Ritz-Carlton Sarasota in Sarasota, Florida for $171 million ($643,000 per key), previously announced on February 16, 2018. The Company also closed on the acquisition of a 22-acre plot of vacant land for $9.7 million that is currently entitled for residential development adjacent to the golf course. The property will continue to be operated as a Ritz-Carlton under a management agreement with Ritz-Carlton.
ITEM 7.01 REGULATION FD DISCLOSURE.
On April 4, 2018, the Company issued a press release announcing the closing of the acquisition of the Ritz-Carlton Sarasota, as further described in this Current Report on Form 8-K. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(a)
Financial Statements.
To the extent financial statements are required to be filed with this item, such financial statements will be filed by amendment to this Current Report on Form 8-K not later than 71 calendar days after the date on which this Current Report on Form 8-K is required to be filed.
(b)
Pro Forma Financial Information.
To the extent pro forma financial information is required to be filed by this item, such financial information will be filed by amendment to this Current Report on Form 8-K not later than 71 calendar days after the date on which this Current Report on Form 8-K is required to be filed.
(d)
Exhibits.
Exhibit
Number
Exhibit Description
SIGNATURE
Pursuant to the requirements of Section 12 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: April 4, 2018
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ASHFORD HOSPITALITY PRIME, INC.
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By:
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/s/ DERIC S. EUBANKS
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Deric S. Eubanks
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Chief Financial Officer
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NEWS RELEASE
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Contact:
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Deric Eubanks
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Jordan Jennings
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Joe Calabrese
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Chief Financial Officer
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Investor Relations
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Financial Relations Board
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(972) 490-9600
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(972) 778-9487
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(212) 827-3772
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ASHFORD PRIME COMPLETES ACQUISITION OF RITZ-CARLTON SARASOTA FOR $171 MILLION
DALLAS, April 4, 2018 -- Ashford Hospitality Prime, Inc. (NYSE: AHP) (“Ashford Prime” or the “Company”) announced today that it has completed the acquisition of the 266-room Ritz-Carlton Sarasota in Sarasota, Florida for $171 million ($643,000 per key), previously announced on February 16, 2018. The Company also closed on the acquisition of a 22-acre plot of vacant land for $9.7 million that is currently entitled for residential development adjacent to the golf course. Concurrent with the completion of the acquisition, the Company has financed the hotel with a $100 million non-recourse mortgage loan. This loan provides for a floating interest rate of LIBOR + 2.65% with a five-year term and is interest only for the first two years and then amortizes 1% annually for the remaining term of the loan. The property will continue to be operated as a Ritz-Carlton under a management agreement with Ritz-Carlton.
Ashford Hospitality Prime is a real estate investment trust (REIT) focused on investing in luxury hotels and resorts.
Ashford has created an Ashford App for the hospitality REIT investor community. The Ashford App is available for free download at Apple’s App Store and the Google Play Store by searching “Ashford.”
