Document


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 5, 2019

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

MARYLAND
 
001-36400
 
82-5237353
(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))

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. þ





ITEM 7.01     REGULATION FD DISCLOSURE
On March 5, 2019, Ashford Inc. (“Ashford” or the "Company") announced that one of its Hospitality Products and Services companies, J&S, completed the acquisition of substantially all of the assets of an integrated provider of audio and visual services based in Buffalo, New York (“BAV”) for approximately $5 million in cash and $4 million of Ashford common stock (excluding transaction costs, working capital adjustments, and contingent consideration). After giving effect to the transaction, Ashford will own an approximately 88% interest in the common equity of J&S, which reflects the initial transaction price and excludes the impact of contingent consideration. BAV’s existing management team, including its President, VP of Operations, and VP of Business Development, will retain their titles and report to existing management of J&S. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
 
The information in this Form 8-K and Exhibits attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.

ITEM 9.01     FINANCIAL STATEMENTS AND EXHIBITS

(d)    Exhibits
Exhibit Number         Description

99.1















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 5, 2019
 
 
ASHFORD INC.
 
 
 
 
By:
/s/ ROBERT G. HAIMAN
 
 
Robert G. Haiman
 
 
Executive Vice President, General Counsel & Secretary