ITEM 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS
As previously disclosed, on March 20, 2023, Ashford Inc. (the "Company"), filed
a Current Report on Form 8-K with the U.S. Securities and Exchange Commission
(the "Original 8-K"), to announce that its subsidiary, RED Hospitality &
Leisure, LLC ("RED"), a leading watersports and resort services company,
acquired privately held Alii Nui and Maui Dive Shop ("Alii Nui"), Maui's premier
luxury catamaran and diving operation. RED completed the transaction to acquire
Alii Nui on March 17, 2023 for a total purchase price of $11.0 million, which
consisted of $8.0 million in cash (subject to certain adjustments), $1.0 million
of contingent consideration and 80,000 preferred units issued by RED issued at
$25 per unit for a total liquidation value of $2.0 million.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(a) Audited Statement of Assets Acquired and Liabilities Assumed as of March 17,
2023
The Company is filing this Amendment to the Original 8-K solely to provide an
audited Statement of Assets Acquired and Liabilities Assumed of Alii Nui as of
the closing date March 17, 2023, which was excluded from the Original 8-K in
reliance on the instructions to such item. Except for the foregoing, this
Amendment does not modify or update any other disclosure contained in the
Original 8-K. The revenue, earnings and assets associated with this transaction
are not significant to the Company's historical consolidated financial
statements.
(d) Exhibits
Exhibit No. Description
23.1 C onsent of BDO USA, LLP , independent auditors.
99.1 A udited Statement of Assets Acquired and Liabilities
Assu med as of March 17, 2023 .
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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