Item 8.01 Other Events

Determination of Estimated Net Asset Value Per Share

Watermark Lodging Trust, Inc. ("we," "our," "WLT" and the "Company") announced
today that our estimated net asset value ("NAV") as of December 31, 2021 has
been determined to be approximately $1.56 billion, or $6.29 per Class A share
and $6.22 per Class T share, based on shares outstanding at December 31, 2021.
The NAV was calculated, relying in part on an appraisal of the fair market value
of our real estate portfolio at December 31, 2021, provided by CBRE Hotels
("CBRE") and estimates of the fair market value of our mortgage debt at the same
date provided by Robert A. Stanger & Co., Inc. ("Stanger"), both of which are
independent consultants and service providers to the real estate industry. The
net amount was then adjusted for the liquidation preference of the Series A
Cumulative Redeemable Preferred Stock ("Series A Preferred Stock") and the
Series B Cumulative Redeemable Preferred Stock ("Series B Preferred Stock") and
other net assets and liabilities at December 31, 2021. The estimate produced by
this calculation was then allocated to our Class A and Class T share classes
based upon total shares outstanding for Class A common stock and Class T common
stock, with an adjustment to the Class T allocation representing the
distribution and shareholder servicing fee that is only applicable to holders of
Class T common stock. The resulting estimate by share class was then divided
over the total shares outstanding of each share class as of December 31, 2021
and rounded to the nearest $0.01 on a per share basis. For purposes of this
calculation, Class A common stock includes Class A common stock outstanding at
December 31, 2021, as well as units of limited partnership interest of CWI 2 OP,
LP ("Operating Partnership") ("OP Units") and warrants to purchase OP Units that
are convertible to Class A common stock.

The NAV has been calculated using a methodology conforming to the Investment
Program Association's Practice Guidelines for Valuations of Publicly Registered
Non-listed REITs (April 2013) (the "("IPA Guidelines") and fair value accounting
standards under generally accepted accounting principles in the United States.
The independent directors of our board of directors approved the engagement of
CBRE and Stanger, reviewed the methodologies used by CBRE and Stanger and
recommended that the board of directors adopt the NAV.

The determination of NAV involves a number of assumptions and judgments. These
assumptions and judgments may prove to be inaccurate. There can be no assurance
that a stockholder would realize $6.29 per Class A Share or $6.22 per Class T
Share if we were to liquidate or engage in another type of liquidity event
today. In particular, the December 31, 2021 NAVs do not give effect to changes
in value and investment activities after December 31, 2021.

The table below sets forth the material items included in the calculation of our
NAVs. A summary of the methodologies used by CBRE and Stanger, as well as the
assumptions and limitations of their work for us, follows the table.

                                                                               As of December 31, 2021
                                                                                (in thousands, except
                                                                                 share and per share
                                                                                       amounts)
            Real estate appraised value                                       $             3,560,400
(less)      Fair market value of mortgage debt                                             (1,963,147)
(less)      Series A Preferred Stock liquidation preference                                   (65,000)
(less)      Series B Preferred Stock liquidation preference                                  (231,255)
(plus)      Other balance sheet assets and liabilities                                        258,524
            NAV to be allocated to share classes                              $             1,559,522

            NAV allocated to Class A shares                                   $             1,175,299
            Class A shares outstanding(1)                                                 186,885,606
            NAV per Class A share(2)                                          $                  6.29

            NAV allocated to Class T shares                                   $               384,223
(less)      Distribution and shareholder servicing fee                                         (4,199)
            NAV available to Class T shareholders                             $               380,024
            Class T shares outstanding                                                     61,095,773
            NAV per Class T share(2)                                          $                  6.22


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(1)Includes 167,689,164 shares of Class A common stock, 2,417,996 OP Units and
16,778,446 warrants. The OP Units and warrants are convertible to Class A common
stock.
(2)Rounded to the nearest $0.01.

The table below sets forth WLT's historical NAVs:



                                Class A      Class T
Initial offering price         $ 10.00      $  9.45
NAV as of December 31, 2015        10.53        10.53
NAV as of December 31, 2016        10.74        10.74
NAV as of December 31, 2017        11.11        11.11
NAV as of December 31, 2018        11.41        11.41
NAV as of September 30, 2020        5.51         5.45
NAV as of December 31, 2021         6.29         6.22



The primary factor contributing to the increase in our NAVs per share is the
appreciation in hotel appraised values, which was partially offset by operating
losses since the prior NAV valuation date. Further prospective appreciation of
our portfolio's real estate value will be based on a range of factors, including
the nature of the market recovery and asset type and location.

Appraised Real Estate Value

Summary of Methodology



CBRE appraised our real estate portfolio using the income approach of valuation,
specifically a discounted cash flow analysis, as well as the sales comparison
approach. The income method is a customary valuation method for income-producing
properties, such as hotels. While CBRE was engaged to appraise the fair market
value of our real estate portfolio in the aggregate, the appraisal was based on
an analysis of each hotel property in our real estate portfolio. In performing
this analysis, CBRE reviewed hotel property level information provided by the
Company including: property operating data, prior appraisals as available,
franchise agreements, management agreements, agreements governing the ownership
structure of each property and other property level information. In addition,
CBRE (i) discussed each hotel in our real estate portfolio with the Company,
(ii) conducted an interview with a property contact or asset manager of each
hotel, and (iii) reviewed information from a variety of sources about market
conditions for each of our hotels.

After completing the reviews described above, CBRE developed a multi-year
discounted cash flow analysis for each hotel based on a review of the historical
property operating statements for the trailing four years, a review of the 2022
forecasts, as well as estimating occupancy, average daily room rate, revenues
and expenses for each hotel based on an analysis of market demand. In addition,
CBRE determined an estimated residual value of each hotel in the final year of
the discounted cash flow analysis by estimating the next year's net operating
income and capitalizing that income at a capitalization rate indicative of the
location, quality and type of the hotel. CBRE made deductions for capital
expenditures based on discussions with the Company, their review of each
property's improvements and estimates of reserves for replacement going forward.

The discount rates and residual capitalization rates used to value our real
estate portfolio were applied on a hotel-by-hotel basis, and were selected based
on several factors, including industry surveys, discussions with industry
professionals, hotel type, franchise, location, age, current room rates and
other factors deemed appropriate. The discount rates applied to the estimated
net operating cash flow projection of each hotel property ranged from
approximately 7.3% to 10.5%, with a weighted average of approximately 8.5%. The
residual capitalization rates applied to the hotel properties ranged from
approximately 5.3% to 8.5% with a weighted average of approximately 6.5%.

Conclusion as to our Real Estate Portfolio Value



The result of the analysis outlined above was then adjusted to reflect the
Company's ownership interest in joint venture properties, including adjustments
to appropriately capture specific joint venture waterfall structures. Based on
the analyses outlined above, and subject to the assumptions and limitations
below, the "as is" market value of our interest in our real estate portfolio as
of December 31, 2021 was approximately $3.56 billion, reflecting an overall
increase of approximately 1.5% from the original purchase price paid by either
Carey Watermark Investors Incorporated or Carey Watermark Investors 2
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Incorporated (excluding acquisition costs and operating deficits), plus post-acquisition capital investments. The resulting imputed capitalization rate based on the 2019 net operating income of our portfolio was approximately 5.5%.

Assumptions and Limitations



The appraisal is subject to certain assumptions and limiting conditions,
including: (i) CBRE assumes no responsibility for matters of a legal nature
affecting any of the hotels in our real estate portfolio and title to each
property is assumed to be good and marketable and each hotel property is assumed
to be free and clear of all liens unless otherwise stated; (ii) the appraisal
assumes (a) responsible ownership and competent management of each hotel
property, (b) no hidden or unapparent conditions of any hotel property's subsoil
or structure that would render such property more or less valuable, (c) full
compliance with all applicable federal, state and local zoning, access and
environmental regulations and laws, and (d) all required licenses, certificates
of occupancy and other governmental consents have been or can be obtained and
renewed for any use on which CBRE's opinion of value contained in the appraisal
is based; (iii) the information upon which CBRE's appraisal is based has been
provided by or gathered from sources assumed to be reliable and accurate,
including information that has been provided to CBRE by the Company, and CBRE is
not responsible for the accuracy or completeness of such information, including
the correctness of estimates, opinions, dimensions, exhibits and other factual
matters; (iv) any necessary repairs or alterations to any hotel property in our
real estate portfolio are assumed to be completed in a workmanlike manner; (v)
the physical condition of the property improvements are based on representations
by us and CBRE assumes no responsibility for the soundness of structural members
or for the condition of mechanical equipment, plumbing or electrical components;
(vi) CBRE has made no survey of the hotel properties in the portfolio and has
assumed that there are no soil, drainage or environmental issues that would
impair its opinion of value; (vii) any projections of income and expenses
included in the appraisal and the valuation parameters utilized are not
predictions of the future; rather, they are CBRE's best estimate of current
market thinking as of the valuation date relating to future income and expenses
and CBRE makes no warranty or representation that any such projections will
materialize; (viii) CBRE's opinion of value represents normal consideration for
our portfolio sold unaffected by special terms, services, fees, costs, or
credits incurred in a transaction; (ix) the existence of hazardous materials,
which may or may not be present at any hotel property, was not disclosed to CBRE
by the Company, and CBRE has no knowledge of the existence of such materials on
or in any hotel property, nor is CBRE qualified to detect such hazardous
substances and CBRE assumes no responsibility for the detection or existence of
such conditions as such considerations are not within the scope of CBRE's
engagement; (x) CBRE has assumed that each hotel property is free of any
negative impact with regard to the Environmental Cleanup Responsibility Act or
any other environmental problems or with respect to non-compliance with the
Americans with Disabilities Act and no investigation has been made by CBRE with
respect to any potential environmental or Americans with Disabilities Act
issues, as such investigation is not within the scope of CBRE's engagement; and
(xi) CBRE's opinions of value do not reflect any potential premium or discount a
potential buyer may assign to an assembled portfolio of properties or to a group
of properties in a particular local market.

Fair Value of Debt

Summary of Methodology



Stanger performed a valuation of our property-level debt by reviewing available
market data for comparable liabilities and applying selected discount rates to
the stream of future debt payments. The discount rates were selected based on
several factors including U.S. Treasury and London Interbank Offered Rate yields
as of the valuation date, as well as loan specific items such as loan-to-value
ratios, debt service coverage ratios, collateral property location, age and type
(i.e. full-service, limited service, etc.), prepayment terms, and maturity and
loan origination date. The discount rates ranged from 2.4% to 7.1% with a
weighted average of approximately 4.1%.

Conclusion as to Value of Debt



Based on the analysis described above, and subject to the assumptions and
limitations discussed below, Stanger determined the aggregate fair market value
of our property-level debt to be approximately $2.0 billion, as of December 31,
2021.

Assumptions and Limitations

Stanger's valuation of the property-level debt is subject to certain assumptions
and limiting conditions, including: (i) Stanger has relied upon the most recent
appraised values of the collateral properties as provided by the Company
available at the time of its analyses and has assumed that such value estimate
. . .

Item 9.01. Financial Statements and Exhibits.



(d) Exhibits:

Exhibit No.       Description of Exhibit

     99.1           Consent of CBRE Hotels, Consulting
     99.2           Consent of Robert A. Stanger & Co., Inc.



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