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Form 8-K Ashford Inc For: Sep 22

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September 23, 2016 4:35 PM EDT


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 22, 2016

ASHFORD INC.
(Exact name of registrant as specified in its charter)

DELAWARE
 
001-36400
 
46-5292553
(State or other jurisdiction of incorporation
 or organization)
 
(Commission
File Number)
 
(IRS 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:

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 22, 2016, the parties to that certain Acquisition Agreement dated as of September 17, 2015, as amended by the First Amendment to Acquisition Agreement dated May 24, 2016 (as so amended, the “Acquisition Agreement”), by and among Ashford, Inc. (the “Company”), Remington Holdings, LP (“Remington”) and the other parties thereto, entered into the Second Amendment to Acquisition Agreement, extending the date with respect to which the Company and Remington have the right to terminate the Acquisition Agreement if the transactions are not then consummated to April 7, 2017.
The Second Amendment to the Acquisition Agreement is filed with this Form 8-K as Exhibit 10.1 and is incorporated by reference herein.
ITEM 9.01     FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits
Exhibit
Number 
 
Description
 
 
 
10.1
 
Second Amendment to Acquisition Agreement.




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: September 23, 2016
 
ASHFORD INC.
 
 
 
 
By:
 
/s/ DAVID A. BROOKS
 
 
 
David A. Brooks
 
 
 
Chief Operating Officer and General Counsel






EXHIBIT 10.1

SECOND AMENDMENT TO ACQUISITION AGREEMENT
This SECOND AMENDMENT TO ACQUISITION AGREEMENT (this “Amendment”), dated as of September 22, 2016, is entered into by and among Archie Bennett, Jr., Monty J. Bennett, Remington Holdings GP, LLC, a Delaware limited liability company, MJB Investments, LP, a Delaware limited partnership, Mark A. Sharkey, Remington Holdings, LP, a Delaware limited partnership, Ashford, Inc., a Delaware corporation, Ashford Advisors, Inc., a Delaware corporation, Remington Hospitality Management, Inc., a Delaware corporation, Ashford GP Holdings I, LLC, a Delaware limited liability company, and Remington GP Holdings, LLC, a Delaware limited liability company (collectively, the “Parties”).
WHEREAS, the Parties have entered into an Acquisition Agreement, dated as of September 17, 2015 (the “Original Acquisition Agreement”);
WHEREAS, the Parties have entered into a First Amendment to Acquisition Agreement, dated as of May 24, 2016 (the “First Amendment,” and together with the Original Acquisition Agreement, the “Acquisition Agreement”);
WHEREAS, the Parties desire to amend the Acquisition Agreement to extend the Termination Date, on the terms and subject to the conditions set forth herein; and
WHEREAS, pursuant to Section 11.08 of the Acquisition Agreement, the amendment contemplated by the Parties must be contained in a written agreement signed by each Party.
NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
1.
Definitions. Capitalized terms used but not defined in this Amendment have the respective meanings assigned to them in the Acquisition Agreement.

2.
Amendment to the Acquisition Agreement. As of the date first written above (the “Effective Date”), the Acquisition Agreement is hereby amended as follows:
(a)
Section 10.01(b)(ii) of the Acquisition Agreement is hereby amended by deleting the date “October 7, 2016” from such section and substituting in lieu thereof the date “April 7, 2017.”

3.
Miscellaneous. Except as expressly provided in this Amendment, all of the terms and provisions of the Acquisition Agreement are and will remain in full force and effect, and are hereby ratified and confirmed by the Parties. Without limiting the generality of the foregoing, the amendments contained herein will not be construed as an amendment to or waiver of any other provision of the Acquisition Agreement or as a waiver of or consent to any further or future action on the part of any Party that would require the waiver or consent of any other Party. On and after the Effective Date, each reference in the Acquisition Agreement will mean and be a reference to the Acquisition Agreement as amended by this Amendment. This Amendment will be governed by and construed in accordance with the internal laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule or any other principle that could require the application of the laws of any other jurisdiction. The headings in this Amendment are for reference only and do not affect the interpretation of this Amendment. This Amendment may be executed in counterparts, each of which is deemed an original, but all of which constitutes one and the same agreement. Delivery of an executed counterpart of this Amendment electronically or by facsimile shall be effective as delivery of an original executed counterpart of this Amendment.

[SIGNATURE PAGES FOLLOW]






IN WITNESS WHEREOF, the Parties have caused this Amendment to be duly executed to be effective as of the date first written above.     
 
/s/ ARCHIE BENNETT, JR.
 
Archie Bennett, Jr.
 
 
 
/s/ MONTY J. BENNETT
 
Monty J. Bennett
 
 

REMINGTON HOLDINGS, LP
By: REMINGTON HOLDINGS GP, LLC, its general partner
 
By:
 
/s/ ARCHIE BENNETT, JR.
 
Name:
 
Archie Bennett, Jr.
 
Title:
 
Member
 
By:
 
/s/ MONTY J. BENNETT
 
Name:
 
Monty J. Bennett
 
Title:
 
Member
REMINGTON HOLDINGS GP, LLC
 
By:
 
/s/ ARCHIE BENNETT, JR.
 
Name:
 
Archie Bennett, Jr.
 
Title:
 
Member
 
By:
 
/s/ MONTY J. BENNETT
 
Name:
 
Monty J. Bennett
 
Title:
 
Member
 
ASHFORD INC.
 
 
 
 
By:
 
/s/ DAVID A. BROOKS
 
Name:
 
David A. Brooks
 
Title:
 
Chief Operating Officer, General Counsel and Secretary


2



 
ASHFORD ADVISORS, INC.
 
 
 
 
By:
 
/s/ DAVID A. BROOKS
 
Name:
 
David A. Brooks
 
Title:
 
Chief Operating Officer, General Counsel and Secretary
 
REMINGTON HOSPITALITY MANAGEMENT, INC.
 
 
 
 
By:
 
/s/ DAVID A. BROOKS
 
Name:
 
David A. Brooks
 
Title:
 
Chief Operating Officer, General Counsel and Secretary

MJB INVESTMENTS, LP
By: MJB Investments GP, LLC, its general partner
 
By:
 
/s/ MONTY J. BENNETT
 
Name:
 
Monty J. Bennett
 
Title:
 
Sole Member
 
/s/ MARK A. SHARKEY
 
Mark A. Sharkey

ASHFORD GP HOLDINGS I, LLC
By: Ashford Advisors, Inc., its sole member
 
By:
 
/s/ DAVID A. BROOKS
 
Name:
 
David A. Brooks
 
Title:
 
Chief Operating Officer, General Counsel and Secretary

REMINGTON GP HOLDINGS, LLC
By: Remington Hospitality Management, Inc., its sole member
 
By:
 
/s/ DAVID A. BROOKS
 
Name:
 
David A. Brooks
 
Title:
 
Chief Operating Officer, General Counsel and Secretary



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