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EX-99.1 - EXHIBIT - Braemar Hotels & Resorts Inc.ahppierhouseclosepressrele.htm


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): March 3, 2014
 
ASHFORD HOSPITALITY PRIME, INC.
(Exact name of registrant as specified in its charter)
  
 
 
 
 
 
 
MARYLAND
 
001-35972
 
46-2488594
(State of
Incorporation)
 
(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
 
 
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:

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

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

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

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








Item 7.01. Regulation FD Disclosure
On March 3, 2014 Ashford Hospitality Prime, Inc. (the “Company”), announced that it has completed the acquisition of the 142-room Pier House Resort and Spa from Ashford Hospitality Trust, Inc. (NYSE: AHT) (“Ashford Trust”) for a total consideration of $92.7 million ($653,000 per key). In connection with the transaction, the Company has assumed the existing $69 million property level debt financing that Ashford Trust closed in September 2013. The balance of the purchase price was funded with proceeds from the Company’s January equity offering.
The press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.    

Item 9.01 Financial Statements and Exhibits

Exhibit
Number Description

99.1
Press Release of the Company, dated March 3, 2014, furnished under Item 7.01, announcing the completed acquisition of the Pier House Resort and Spa from Ashford Trust for total consideration of $92.7 million.













SIGNATURE
Pursuant to the requirements of Section 12 of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: March 3, 2014
 
 
 
 
 
 
ASHFORD HOSPITALITY PRIME, INC.
 
 
 
 
By:
 
/s/ David A. Brooks
 
David A. Brooks
 
Chief Operating Officer and General Counsel