Filing Details

 

	UNITED STATES
	SECURITIES AND EXCHANGE COMMISSION
	Washington, DC 20549
	SCHEDULE 13D/A

 

Under the Securities Exchange Act of 1934
(Amendment No. 3)*

 

(Name of Issuer)

 

(Title of Class of Securities)

 

(CUSIP Number)

 

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

(1) Excludes 5,657 shares of Common Stock reserved for issuance by the Issuer to the Reporting Person pursuant to the Issuers deferred compensation plan.

 

(2) For estate planning purposes, 280,000 shares of Series B Preferred Stock, which were then exchanged for Series D Preferred Stock (now convertible into 59,574 shares of Common Stock), were placed into irrevocable trusts over which the trustee does not have dispositive power until after the Issuer redeems the Series D Preferred Stock pursuant to the Call Option.

 

(3) Based on 2,201,745 shares of Common Stock outstanding as of November 6, 2019, plus 2,016,872 shares of Common Stock issuable upon conversion of the 9,479,300 shares of Series D Preferred Stock (as defined below), plus the Units (as defined herein).

 

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Explanatory Note

 

Ashford Inc., a Maryland corporation, entered into a Combination Agreement dated May 31, 2019 (as subsequently amended by the First Amendment thereto dated July 17, 2019 and the Second Amendment thereto dated August 28, 2019, the Combination Agreement) with Monty J. Bennett and Archie Bennett, Jr., the Companys Chairman and Chief Executive Officer and his father; Remington Holdings, L.P., a Delaware limited partnership (Remington); Remington Holdings GP, LLC, a Delaware limited liability company and the general partner of Remington (the General Partner); MJB Investments, LP (MJB Investments); solely for the purpose of conveying their Class B limited partnership interests in Marietta Leashold LP (Marietta), James L. Cowen and Jeremy J. Welter, Ashford Nevada Holding Corp., a Nevada corporation and wholly owned subsidiary of the Company (New Holdco); and Ashford Merger Sub Inc., a Maryland corporation and wholly owned subsidiary of New Holdco (Merger Sub). On November 6, 2019 (the Effective Date), the parties to the Combination Agreement completed a business combination by effectuating the transactions contemplated by the Combination Agreement.

 

As part of the transactions contemplated by the Combination Agreement (the Transactions), Merger Sub merged with and into Ashford Inc. (the Merger), with Ashford Inc. surviving and becoming a wholly owned subsidiary of New Holdco and, by virtue of such Merger, each issued and outstanding share of common stock of Ashford Inc., par value $0.01, was converted into one share of common stock, par value $0.001 of New Holdco (the New Holdco Common Stock), and each issued and outstanding share of Series B Convertible Preferred Stock of Ashford Inc. was converted into one share of Series D Convertible Preferred Stock of New Holdco (the Series D Preferred Stock). In connection with the Merger, Ashford Inc. changed its legal name to OAINC II Inc. and in connection with the consummation of the Transactions, New Holdco changed its legal name to Ashford Inc. As a result of the Merger and after the legal name changes, OAINC II Inc. (formerly named Ashford Inc., Predecessor Ashford Inc.) became a wholly owned subsidiary of Ashford Inc. (formerly named Ashford Nevada Holding Corp.), a Nevada corporation. Ashford Inc. is the successor issuer to Predecessor Ashford Inc. under Rule 12g-3 under the Securities Exchange Act of 1934 (the Exchange Act). As a result, the shares of Ashford Inc.s common stock, par value $0.001 per share, are deemed to be registered under Section 12(b) of the Exchange Act.

 

In connection with the Merger, 100% of (i) the limited partnership interests in Remington, (ii) the membership interests of the General Partner,  (iii) the Class A limited partnership interests of Marietta and (iv) the Class B limited partnership interests of Marietta (collectively, the Transferred Securities) were transferred to New Holdco. The transferors of the Transferred Securities, Archie Bennett, Jr., Monty J. Bennett, MJB Investments, Jeremy J. Welter and James L. Cowen (collectively, the Transferors), received in exchange the consideration provided in the Combination Agreement.

 

In addition, on November 5, 2019, each of Ashford Hospitality Trust, Inc. (Ashford Trust) and Braemar Hotels & Resorts Inc. (Braemar) completed a distribution of shares of Predecessor Ashford Inc.s common stock through a pro rata taxable dividend to their respective stockholders and unitholders. As a stockholder or unitholder of each of Ashford Trust and Braemar, the Reporting Person received shares of Predecessor Ashford Inc.s common stock in the amounts shown in Item 5 below.

 

Except as specifically amended by this Amendment No. 3 (this Amendment) to Schedule 13D, the Schedule 13D, as amended, remains unchanged.

 

Item 1. Security and Issuer

 

Item 1 of this Schedule 13D, as amended, is hereby amended and restated to read in its entirety as follows:

 

This statement on the Schedule 13D (the Statement) relates to the common stock, par value $0.001 per share (the Common Stock), of Ashford Inc., a Nevada corporation (f/k/a Ashford Nevada Holding Corp., which is the successor registrant to Predecessor Ashford Inc., and is referred to in this Statement as the Issuer or New Holdco), and is being filed by Archie Bennett, Jr. (the Reporting Person).  The principal executive offices of the Issuer are located at 14185 Dallas Parkway, Suite 1100, Dallas, Texas 75254.

 

Item 3. Source and Amount of Funds or Other Consideration

 

Item 3 of this Schedule 13D, as amended, is hereby amended and supplemented as follows:

 

In connection with the Combination Agreement, the Reporting Person received 4,000,000 shares of Series D Preferred Stock in exchange for his 4,000,000 shares of the Series B Convertible Preferred Stock of Predecessor Ashford Inc. The 4,000,000 shares of Series B Preferred Stock, were convertible at any time and from time to time, in full or partially, into 714,285 shares of common stock of Predecessor Ashford Inc. The 4,000,000 shares of Series D Preferred Stock are convertible

 

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at any time and from time to time, in full or partially, into 851,063 shares of Common Stock at a conversion ratio equal to the liquidation preference of a share divided by $117.50 (as adjusted pursuant to the anti-dilution provisions described below, if applicable).

 

In consideration of the contribution of the Transferred Securities, the Transferors received in the aggregate $275,000,000, consisting of 11,000,000 shares of Series D Preferred Stock. The Reporting Person received 5,479,300 shares of Series D Preferred Stock, which are convertible at any time and from time to time, in full or partially, into 1,165,808 shares of Common Stock at a conversion ratio equal to the liquidation preference of a share of Series D Preferred Stock, divided by $117.50 (as adjusted pursuant to the anti-dilution provisions described below, if applicable).

 

Item 4. Purpose of Transaction

 

Item 4 of this Schedule 13D, as amended, is hereby amended and supplemented as follows:

 

On November 5, 2019, each of Ashford Trust and Braemar completed a distribution of shares of Predecessor Ashford Inc.s common stock through a pro rata taxable dividend to their respective stockholders and unitholders (the Distributions). As a stockholder or unitholder of each of Ashford Trust and Braemar, the Reporting Person received shares of Predecessor Ashford Inc.s common stock in the amounts shown in Item 5 below.

 

The Reporting Person, directly or indirectly through certain affiliates, acquired the Series D Preferred Stock and the Common Stock issuable upon conversion of the Series D Preferred Stock in connection with the Transactions and for investment purposes. The Reporting Person evaluates, and will continue to evaluate, his ownership and voting position in the Issuer and may consider the following future courses of action: (i) continuing to hold the Series D Preferred Stock, the Common Stock, and other securities of the Issuer for investment; (ii) converting, at the option of the Reporting Person, some or all of the Series D Preferred Stock into shares of Common Stock; (iii) disposing of all or a portion of the Series D Preferred Stock, the Common Stock issuable upon conversion of the Series D Preferred Stock and/or other securities of the Issuer in open market sales or in privately-negotiated transactions; or (iv) acquiring additional shares of the Series D Preferred Stock, Common Stock and/or other securities of the Issuer in open market or in privately-negotiated transactions. As previously disclosed in Item 6, the Reporting Person is subject to certain restrictions regarding the voting and transfer of the Issuers Common Stock.

 

The Reporting Person may engage in other discussions with the Issuer, its management and board of directors (or independent directors), other stockholders of the Issuer and other interested parties that may relate to the business, operations, assets, capitalization, financial condition, management, governance and board composition and strategic plans of the Issuer.

 

The Reporting Person may also take one or more of the actions described in subsections (a) through (j) of Item 4 of Schedule 13D, and may discuss such actions with the Issuer and Issuers management and the board of directors (or independent directors), other stockholders of the Issuer and other interested parties.

 

The Reporting Person intends to review his investment in the Issuer on a continuing basis. Depending on various factors, including, without limitation, the Issuers financial position and strategic direction, actions taken by the board, price levels of shares of Common Stock, other investment opportunities available to the Reporting Person, market conditions, general economic and industry conditions, and the Reporting Persons investment portfolio, the Reporting Person may take such actions with respect to his investments in the Issuer as he deems appropriate, including, without limitation, purchasing additional shares of Series D Preferred Stock, Common Stock or other financial instruments issued by or relating to the Issuer or selling some or all of his beneficial or economic holdings relating to the Issuer and/or otherwise changing his intention with respect to any and all matters referred to in Item 4 of Schedule 13D.

 

Item 5. Interest in Securities of the Issuer

 

Items 5(a) and (b) of the Original Schedule 13D, as amended, are hereby amended and restated to read in full as follows:

 

(a) Aggregate Number and Percentage of Securities. The holdings reported by the Reporting Person herein consist of: (a) 108,496 shares of Common Stock; (b) 654.3 common units in Ashford Hospitality Holdings LLC, the operating subsidiary of the Issuer, which are, upon redemption at the request of the Reporting Person, redeemable for cash or, at the option of the Issuer, convertible into shares of Common Stock (on a 1-for-1 basis) (the Units); and (c) 2,016,872 shares of Common Stock issuable upon conversion of the 9,479,300 Series D Preferred Stock held, directly or indirectly, by the Reporting Person.

 

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The Reporting Person is deemed to beneficially own an aggregate of 2,126,023 shares of Common Stock (including (x) 654.3 Units and (y) 2,016,872 shares of Common Stock issuable upon conversion of the Series D Preferred Stock), representing approximately 50.4% of the Issuers outstanding Common Stock. The shares described below as being held as a result of the Distributions were acquired as shares of Predecessor Ashford Inc.s common stock, which were converted to an equal number of shares of Common Stock pursuant to the Merger. The securities are held as follows:

 

(i) 46,380 shares of Common Stock (including 5,759 shares held as a result of the Distributions), 152.7 Units and 9,199,300 shares of Series D Preferred Stock, convertible into 1,957,297 shares of Common Stock, are held directly by the Reporting Person;

 

(ii) 280,000 shares of Series D Preferred Stock, convertible into 59,574 shares of Common Stock, are held in trusts for the benefit of family members and one other beneficiary whereby the trustee cannot dispose of the shares until after the Issuer exercises the Call Option; and

 

(iii) 62,116 shares of Common Stock (including 8,390 shares held as a result of the Distributions) and 501.6 Units are held indirectly by the Reporting Person through 1080 Partners, LP.

 

(b) Power to Vote and Dispose. The Reporting Person has the sole voting and dispositive power over the Common Stock, the Units and Series D Preferred Stock (which votes along with the Common Stock on an as converted basis), except with respect to 59,574 shares of Common Stock issuable upon the conversion of 280,000 shares of Series D Preferred Stock that are held in certain trusts and as to which the Reporting Person does not have sole dispositive power, as identified in response to Item 5(a) above. The Reporting Person is party to an Investor Rights Agreement, pursuant to which, until August 8, 2023, the parties thereto are required to vote their shares of Common Stock underlying and Series D Preferred Stock in excess of 40% of the combined voting power of all of the outstanding voting securities of the Issuer in the same proportion as the stockholders of the Issuer (exclusive of the parties to the Investor Rights Agreement) vote their shares of Common Stock.

 

(c) Transactions within the Past 60 Days. Other than the transactions described in the Explanatory Note, Item 3 and Item 5(a), which are incorporated by reference into this Item 5(c), there have been no acquisitions or dispositions of the Issuers Common Stock by the Reporting Person in the past 60 days.

 

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Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

 

Item 6 of this Schedule 13D, as amended, is hereby amended and supplemented as follows:

 

The agreements previously disclosed in this Item, as entered into on the Effective Date, are filed as exhibits to this Amendment No. 3 and are incorporated herein by reference.

 

Item 7. Materials to be Filed as Exhibits

 

Exhibit No.		Description
99.1		Investor Rights Agreement, dated November 6, 2019, by and among Ashford Nevada Holding Corp., Archie Bennett, Jr., Monty J. Bennett, MJB Investments, LP and the parties thereto. (incorporated by reference to Exhibit 10.1 of the Form 8-K12B filed by the Issuer on November 6, 2019) (File No. 001-36400)
99.2		Merger Agreement and Registration Rights Agreement, dated November 6, 2019, by and among Ashford, Inc., Ashford Nevada Holding Corp., Ashford Merger Sub Inc., and solely for the purposes of Article V hereof, Archie Bennett, Jr., Monty J. Bennett, MJB Investments, LP and the parties thereto. (incorporated by reference to Exhibit 10.2 of the Form 8-K12B filed by the Issuer on November 6, 2019) (File No. 001-36400)
99.3		Non-Competition Agreement, dated November 6, 2019, by and among Ashford Nevada Holding Corp., Archie Bennett, Jr. and Monty J. Bennett. (incorporated by reference to Exhibit 10.3 of the Form 8-K12B filed by the Issuer on November 6, 2019) (File No. 001-36400)
99.4		Transition Cost Sharing Agreement, dated November 6, 2019, by and among Archie Bennett, Jr., Monty J. Bennett, MJB Investments, LP, Ashford Nevada Holding Corp. and Remington Holdings, L.P. (incorporated by reference to Exhibit 10.4 of the Form 8-K12B filed by the Issuer on November 6, 2019) (File No. 001-36400)
99.5		Hotel Services Agreement, dated November 6, 2019, by and among Archie Bennett, Jr., Monty J. Bennet, MJB Investments, LP, Ashford Nevada Holding Corp., Remington Holdings, L.P., Ashford Hospitality Services LLC and Premier Project Management LLC. (incorporated by reference to Exhibit 10.5 of the Form 8-K12B filed by the Issuer on November 6, 2019) (File No. 001-36400)
99.6		Press Release, dated November 6, 2019. (incorporated by reference to Exhibit 99.1 of the Form 8-K12B filed by the Issuer on November 6, 2019) (File No. 001-36400)

 

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SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I hereby certify that the information set forth in this statement is true, complete and correct.

 

Dated: November 18, 2019

 

	By:	/s/ Archie Bennett, Jr.
		Archie Bennett, Jr.

 

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