Attached files

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EX-99.2 - EXHIBIT 99.2 - Braemar Hotels & Resorts Inc.ahphotelyountvilleproforma.htm
EX-99.1 - EXHIBIT 99.1 - Braemar Hotels & Resorts Inc.hotelyountvillefs-3x31x17x.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 23, 2018
 
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))

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    þ
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.    ¨





EXPLANATORY NOTE: This Current Report on Form 8-K is being filed to provide unaudited historical financial statements of Hotel Yountville, LLC and update unaudited pro forma financial information of Ashford Hospitality Prime, Inc. through December 31, 2017 to give effect to the acquisition of the Hotel Yountville in Yountville, California and the Park Hyatt Beaver Creek in Beaver Creek, Colorado.

ITEM 9.01     FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements of Businesses Acquired.
The following financial statements for Hotel Yountville, LLC are attached hereto as Exhibit 99.1 and are incorporated by reference herein.

Hotel Yountville:
Unaudited financial statements of Hotel Yountville, LLC as of March 31, 2017 and September 30, 2016 and for the six months ended March 31, 2017 and 2016
(b) Pro Forma Financial Information.
The unaudited pro forma condensed consolidated statement of operations for the year ended December 31, 2017, is attached hereto as Exhibit 99.2 and is incorporated by reference herein.
(d) Exhibits
    





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: March 23, 2018
 
 
ASHFORD HOSPITALITY PRIME, INC.
 
 
 
 
By:
 
/s/ DERIC S. EUBANKS
 
 
 
Deric S. Eubanks
 
 
 
Chief Financial Officer