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): February 4, 2014
ASHFORD HOSPITALITY PRIME, INC.
(Exact name of registrant as specified in its charter)
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| MARYLAND | | 13-011337 | | 46-2488594 |
(State of Incorporation) | | (Commission File Number) | | (I.R.S. Employer Identification Number) |
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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 February 4, 2014, Ashford Hospitality Prime, Inc. (the “Company”) issued a press release announcing the full exercise of the underwriters’ option to purchase 1,200,000 additional shares of the Company’s common stock in connection with the Company’s previously announced underwritten public offering, which closed on January 29, 2014. Total gross proceeds to the Company from the offering, before deducting the underwriting discount and other estimated offering costs, will be $151.8 million.
The Company intends to use the net proceeds of the offering to acquire the Sofitel Chicago Water Tower and the Pier House Resort, and for general corporate purposes and working capital, including the acquisition of additional properties in the ordinary course of business.
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
(d) Exhibits
The following material is being furnished as an exhibit to this Current Report on Form 8-K. |
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| Exhibit | Description |
| 99.1 | Ashford Hospitality Prime, Inc. Press Release dated February 4, 2014 |
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: February 4, 2014
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| | ASHFORD HOSPITALITY PRIME, INC. |
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| | By: | | /s/ David A. Brooks |
| | David A. Brooks |
| | Chief Operating Officer and General Counsel |
