Item 8.01 Other Events.
As previously disclosed, onOctober 16, 2020 , the independent members of the board of directors ofAshford Inc. (the "Ashford Inc. Directors") provided Ashford Hospitality Trust, Inc. ("Ashford Trust "): (i) a 30-day deferral on the payment of certain fees and reimbursable expenses with respect to the month ofOctober 2020 payable under the Advisory Agreement (defined below); and (ii) a 30-day deferral on the payment of certain fees payable toLismore Capital II LLC ("Lismore"), a subsidiary ofAshford Inc. , pursuant to the Lismore Agreement (defined below). OnNovember 5, 2020 , theAshford Inc. Directors providedAshford Trust : (i) an additional 30-day deferral of the base advisory fees and Lismore success fees for the month ofOctober 2020 that were previously deferred; and (ii) a 30-day deferral of the base advisory fees and any Lismore success fees for the month ofNovember 2020 . OnNovember 26, 2020 , theAshford Inc. Directors providedAshford Trust : (i) an additional deferral of the base advisory fees and any Lismore success fees for the months ofOctober 2020 andNovember 2020 that were previously deferred; and (ii) a deferral of the base advisory fees and any Lismore success fees for the month ofDecember 2020 such that all such fees would be due and payable onJanuary 4, 2021 . OnJanuary 4, 2021 , the independent members of the board of directors ofAshford Trust (the "Ashford Trust Directors") requested thatAshford Inc. provideAshford Trust : (i) an additional deferral of the base advisory fees and any Lismore success fees for the months ofOctober 2020 ,November 2020 andDecember 2020 that were previously deferred; and (ii) a deferral of the base advisory fees and any Lismore success fees for the month ofJanuary 2021 such that all such fees would be due and payable onJanuary 11, 2021 . OnJanuary 4, 2021 , theAshford Inc. Directors approved theAshford Trust Directors' requests, as described further below.
Advisory Agreement
Absent a waiver, pursuant to the Amended and Restated Advisory Agreement, effective as ofJune 10, 2015 , by and amongAshford Trust ,Ashford Hospitality Limited Partnership ,Ashford TRS Corporation ,Ashford Inc. andAshford Hospitality Advisors LLC , as amended (the "Advisory Agreement"),Ashford Trust must pay, on a monthly basis, a base management fee. The minimum base management fee is equal to the greater of: (i) 90% of the base fee paid for the same month in the prior fiscal year? and (ii) 1/12th of the "G&A Ratio" for the most recently completed fiscal quarter multiplied byAshford Trust's total market capitalization on the last balance sheet date included in the most recent quarterly report on Form 10-Q or annual report on Form 10-K thatAshford Trust filed with theSecurities and Exchange Commission . In addition,Ashford Inc. is entitled to receive directly or be reimbursed for all expenses paid or incurred byAshford Inc. on behalf ofAshford Trust or in connection with the services provided byAshford Inc. pursuant to the Advisory Agreement. OnJanuary 4, 2021 , theAshford Inc. Directors grantedAshford Trust : (i) an additional deferral of the payment of the base advisory fees that were previously deferred for the months ofOctober 2020 ,November 2020 andDecember 2020 ; and (ii) a deferral of approximately$2.8 million in base advisory fees with respect to the month ofJanuary 2021 . The foregoing payments will now be due and payable onJanuary 11, 2021 . Additionally, theAshford Inc. Directors waived any claim against Ashford Trust andAshford Trust's affiliates and each of their officers and directors for breach of the Advisory Agreement or any damages that may have arisen in absence of such fee deferral. The foregoing summary is qualified in its entirety by reference to the Advisory Agreement and amendment thereto, which are filed as Exhibit 10.1 and Exhibit 10.2, respectively, to this Current Report on Form 8-K, each of which is incorporated by reference herein.
Lismore Agreement
OnJuly 1, 2020 ,Ashford Trust entered into an amended and restated agreement, effective as ofApril 6, 2020 , with Lismore, a subsidiary ofAshford Inc. , whereby Lismore, acting as agent forAshford Trust , was engaged to seek maturity extensions, refinancings, forbearances, principal reductions and debt-to-equity conversions ofAshford Trust's existing mortgage and mezzanine loans (the "Lismore Agreement"). -------------------------------------------------------------------------------- Absent a waiver, pursuant to the Lismore Agreement, the fees Lismore would be entitled to are approximately$3.4 million in success fees payable in connection with any signed forbearance agreements negotiated in the months ofOctober 2020 ,November 2020 ,December 2020 andJanuary 2021 withAshford Trust's mortgage and mezzanine lenders. OnJanuary 4, 2021 , theAshford Inc. Directors grantedAshford Trust : (i) an additional deferral of the payment of any Lismore success fees for the months ofOctober 2020 ,November 2020 andDecember 2020 ; and (ii) a deferral of any additional Lismore success fees for the month ofJanuary 2021 . The foregoing payments will now be due and payable onJanuary 11, 2021 . Additionally, theAshford Inc. Directors waived any claim against Ashford Trust andAshford Trust's affiliates and each of their officers and directors for breach of the Lismore Agreement or any damages that may have arisen in absence of such fee deferral. The foregoing summary is qualified in its entirety by reference to the Lismore Agreement, which is filed as Exhibit 10.3 to this Current Report on Form 8-K, and is incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description 10.1 Amended and Restated Advisory Agreement, dated
as of
between Ashford Hospitality Trust, Inc., Ashford
Partnership,Ashford TRS Corporation , Ashford
Inc. and Ashford Hospitality
Advisors LLC (incorporated by reference to
Exhibit 10.1 to the Current
Report on Form 8-K filed onJune 12, 2015 ) (File No. 001-36400) 10.2 Enhanced Return Funding Program Agreement and Amendment No. 1 to the Amended and Restated Advisory Agreement, dated as ofJune 26, 2018 , among Ashford Hospitality Trust, Inc., Ashford
Ashford TRS Corporation ,Ashford Inc. and Ashford
datedJune 26, 2018 (incorporated by reference to Exhibit 10.1 of the Company's Form 8-K filed onJune 26, 2018 ) (File No. 001-36400). 10.3 Amended and Restated Ashford Trust Agreement,
dated as of
by and betweenLismore Capital II LLC and Ashford
(incorporated by reference to Exhibit 10.1 of
Form 8-K, filed on
2020) (File No. 001-36400). 104 Cover Page Interactive Data File (formatted in
Inline XBRL and contained in
Exhibit 101).
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