---
schema_version: "secwatch.filing_event.v1"
accession: "0001604738-22-000057"
form_type: "8-K"
ticker: null
cik: "0001604738"
company_name: "Ashford Inc."
filed_at: "2022-12-21T23:59:59+00:00"
generated_at: "2026-06-21T00:50:52.578200+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.55
calibrated_materiality_score: 0.55
confidence: "high"
source: SEC EDGAR
---

# Ashford Inc. transfers Marietta Hotel to Ashford Trust, settles $11.4M debt

## Summary
- Advisor (Ashford LLC) transferred equity interests in Hilton Atlanta/Marietta Hotel to Ashford Trust on Dec 16, 2022.
- In exchange, Ashford Trust forgave $11.4M outstanding balance from prior Enhanced Return Funding Program.
- Pro forma balance sheet at Sep 30, 2022 shows removal of ~$40.6M property and $3.6M goodwill; loss on sale of $4.7M.
- Purchase Agreement includes indemnification cap of $500k and survival of reps for one year; transaction approved by independent directors.

## SEC filing metadata
- accession: 0001604738-22-000057
- form_type: 8-K
- cik: 0001604738
- company_name: Ashford Inc.
- filed_at: 2022-12-21T23:59:59+00:00
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.55
- calibrated_materiality_score: 0.55
- confidence: high
- sec_items: 1.01, 2.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1604738/000160473822000057/0001604738-22-000057-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1604738/000160473822000057/ainc-20221216.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001604738-22-000057
- JSON: https://secwatch.observer/filing/0001604738-22-000057.json
- Plain text: https://secwatch.observer/filing/0001604738-22-000057.txt

## Key facts
- M&A Transactions
  Ashford Inc. completed a disposition involving Ashford Hospitality Limited Partnership (the Operating Partnership) for forgiveness of approximately $11,400,000 ES Manhattan ERFP Balance (closed 2022-12-16).
  - Action: disposition
  - Counterparty: Ashford Hospitality Limited Partnership (the Operating Partnership)
  - Consideration: forgiveness of approximately $11,400,000 ES Manhattan ERFP Balance
  - Closing: 2022-12-16
  source text: (the “ ERFP Agreement ”). Although the ERFP Agreement terminated in accordance with its terms on June 26, 2021, the Advisor remained obligated to provide TRS with approximately $11,400,000 related to Ashford Trust’s acquisition of the Embassy Suites Manhattan hotel (the “ ES Manhattan ERFP Balance ”), which such hotel constituted an Enhanced Return Hotel Asset (as
  evidence_url: https://www.sec.gov/Archives/edgar/data/1604738/000160473822000057/0001604738-22-000057-index.htm
- Material Agreements
  Ashford Inc. entered into Side Letter with Ashford Hospitality Limited Partnership, Ashford TRS Corporation, and Ashford Hospitality Trust, Inc. valued at forgiveness of approximately $11,400,000 ES Manhattan ERFP Balance (effective 2022-12-16).
  - Action: entry
  - Agreement: asset purchase
  - Counterparty: Ashford Hospitality Limited Partnership, Ashford TRS Corporation, and Ashford Hospitality Trust, Inc.
  - Value: forgiveness of approximately $11,400,000 ES Manhattan ERFP Balance
  - Effective: 2022-12-16
  source text: On December 16, 2022, the Advisor entered into a Side Letter (the “ Side Letter ”) with the Operating Partnership, TRS and Ashford Trust, pursuant to which the parties agreed that on or before December 16, 2022, the Advisor will transfer to Ashford Trust all right, title and interest held by the Advisor and its subsidiaries in the Hilton Atlanta/Marietta Hotel and Conference Center (the “ Marietta Hotel ”) and, in exchange therefor, Ashford Trust will forgive, cancel and discharge in full the outstanding ES Manhattan ERFP Balance.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1604738/000160473822000057/0001604738-22-000057-index.htm
- Material Agreements
  Ashford Inc. entered into Agreement of Purchase and Sale with Ashford LLC and Ashford Hospitality Limited Partnership valued at acquisition of 100% equity interests in Marietta Leasehold LP and Marietta Leasehold GP LLC in excha (effective 2022-12-16).
  - Action: entry
  - Agreement: asset purchase
  - Counterparty: Ashford LLC and Ashford Hospitality Limited Partnership
  - Value: acquisition of 100% equity interests in Marietta Leasehold LP and Marietta Leasehold GP LLC in excha
  - Effective: 2022-12-16
  source text: On December 16, 2022, the Operating Partnership, a subsidiary of Ashford Trust, entered into an Agreement of Purchase and Sale (the “ Purchase Agreement ”) with Ashford LLC, pursuant to which, effective as of December 16, 2022, the Operating Partnership acquired one hundred percent (100%) of the equity interests in (i) Marietta Leasehold LP (the “ Ground Lessee ”), the ground lessee of the Marietta Hotel, and (ii) Marietta Leasehold GP LLC, the sole general partner of the Ground Lessee (collectively, the “ Equity Interests ”) and, in exchange therefor, Ashford Trust forgave, cancelled and discharged in full the outstanding ES Manhattan ERFP Balance.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1604738/000160473822000057/0001604738-22-000057-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.