Item 1.01 Entry into a Material Definitive Agreement.
As previously reported in the Current Report on Form 8-K, filed by Ashford Inc. (“AINC” or the “Company”) with the Securities and Exchange Commission on March 20, 2020, Lismore Capital II LLC (“Lismore”), a subsidiary of the Company, entered into an agreement whereby Lismore, acting as agent for Braemar Hotels & Resorts Inc. (“Braemar”), sought to potentially refinance, modify or seek forbearances of Braemar’s existing mortgage and mezzanine loans and credit facility with Bank of America, N.A., as administrative agent (the “Braemar Agreement”). Additionally, on July 1, 2020, Lismore entered into an amended and restated agreement, effective as of April 6, 2020, with Ashford Hospitality Trust, Inc. (“Ashford Trust”) and its affiliates whereby Lismore, acting as agent for Ashford Trust, sought to potentially refinance, modify or seek forbearances of Ashford Trust’s existing mortgage and mezzanine loans (the “Amended Ashford Trust Agreement”).
Pursuant to the terms of the Braemar Agreement, the fees Lismore would be entitled to, absent waiver, with respect to a $435 million loan secured by the Seattle Marriott Waterfront, The Clancy San Francisco, The Notary Hotel and the Chicago Sofitel Magnificent Mile (the “BAML 4-Pack”), are: (i) a $543,750 fee paid upon execution of the Braemar Agreement and not subject to clawback; (ii) a $543,750 fee payable in monthly installment payments and subject to clawback; and (iii) a $1,087,500 success fee payable only in connection with a signed forbearance or other agreement. On August 25, 2020, in light of the fact that Lismore negotiated access to the FF&E reserves but no forbearance on debt service, the independent members of the Company’s board of directors decided to waive the fees described in clauses (ii) and (iii) of the previous sentence, with respect to the BAML 4-Pack loan.
Pursuant to the terms of the Amended Ashford Trust Agreement, the fees Lismore would be entitled to, absent waiver, with respect to the Rockbridge loan portfolio, a $144 million loan secured by Courtyard Billerica, Hampton Inn Columbus Easton, Hampton Inn Phoenix Airport, Homewood Suites Pittsburgh Southpointe, Hampton Inn Pittsburgh Waterfront, Hampton Inn Pittsburgh Washington, Residence Inn Stillwater and Courtyard Wichita (the “Rockbridge Portfolio”), are: (i) a $180,000 fee paid upon the execution of the Amended Ashford Trust Agreement; (ii) a $180,000 fee payable in monthly installment payments and subject to clawback; and (iii) a $360,000 success fee payable only in connection with a signed forbearance or other agreement. On August 25, 2020, in light of the fact that Ashford Trust subsequently agreed to transfer the Rockbridge Portfolio hotels to the lender in a deed-in-lieu transaction, the independent members of the Company’s board of directors decided to waive the fees described in clauses (ii) and (iii) of the previous sentence, with respect to the Rockbridge Portfolio loan.
Pursuant to the terms of the Amended Ashford Trust Agreement, the fees Lismore would be entitled to, absent waiver, with respect to a $25 million loan secured by the La Posada de Santa Fe (the “La Posada Loan”), are: (i) a $31,250 fee paid upon the execution of the Amended Ashford Trust Agreement; (ii) a $31,250 fee payable in monthly installment payments and subject to clawback; and (iii) a $62,500 success fee payable only in connection with a signed forbearance or other agreement. On August 25, 2020, in light of the fact that Lismore negotiated access to the FF&E reserves but no forbearance on debt service, the independent members of the Company’s board of directors decided to waive the fees described in clauses (ii) and (iii) of the previous sentence, with respect to the La Posada Loan.
The description of the Amended Ashford Trust Agreement and the Braemar Agreement does not purport to be complete, and is subject to and qualified in its entirety by reference to the full text of the Amended Ashford Trust Agreement and the Braemar Agreement, which are attached as Exhibit 10.1 and 10.2 to this Current Report on Form 8-K, respectively and are incorporated herein by reference.