BHR Braemar Hotels & Resorts
Filed: 5 May 21, 8:11am
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (date of earliest event reported): May 4, 2021
BRAEMAR HOTELS & RESORTS INC.
(Exact name of registrant as specified in its charter)
|(State or other jurisdiction of incorporation or organization)||(Commission File Number)||(IRS employer identification number)|
|14185 Dallas Parkway|
|(Address of principal executive offices)||(Zip code)|
Registrant’s telephone number, including area code: (972) 490-9600
(Former name or former address, if changed since last report)
Check the appropriate box if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14-a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Securities registered pursuant to Section 12(b) of the Act:
|Title of each class||Trading Symbol(s)||Name of each exchange on which registered|
|Common Stock||BHR||New York Stock Exchange|
|Preferred Stock, Series B||BHR-PB||New York Stock Exchange|
|Preferred Stock, Series D||BHR-PD||New York Stock Exchange|
ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES.
From April 23, 2021 through May 4, 2021, Braemar Hotels & Resorts Inc. (the “Company”) entered into privately negotiated exchange agreements with certain holders of its 5.50% Series B Cumulative Convertible Preferred Stock, par value $0.01 per share (the “Series B Preferred Stock”) in reliance on Section 3(a)(9) of the Securities Act of 1933, as amended. During this period, the Company agreed to exchange a total of 2,097,709 shares of its common stock, par value $0.01 per share (the “Common Stock”), for an aggregate of 541,100 shares of Series B Preferred Stock. Such amounts were exchanged in addition to the totals previously reported by the Company under Item 3.02 on the Current Report on Form 8-K dated April 22, 2021. Inclusive of amounts previously reported, from March 16, 2021 through May 4, 2021, the Company has exchanged 4,472,726 shares of Common Stock for 1,237,557 shares of Series B Preferred Stock in reliance on Section 3(a)(9) of the Securities Act of 1933, as amended.
The Company did not receive any cash proceeds as a result of the exchange of the Series B Preferred Stock for the Common Stock, and the shares of Series B Preferred Stock exchanged have been retired and cancelled. The issuance of the shares of the Common Stock was made by the Company pursuant to the exemption from the registration requirements of the Securities Act of 1933, as amended, contained in Section 3(a)(9) of such act on the basis that these offers constituted an exchange with existing holders of the Company’s securities, and no commission or other remuneration was paid to any party for soliciting such exchange. This current report on Form 8-K does not constitute an offer to exchange any securities of the Company for the Common Stock, the Series B Preferred Stock or other securities of the Company.
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: May 5, 2021
|BRAEMAR HOTELS & RESORTS INC.|
|By:||/s/ ROBERT G. HAIMAN|
|Robert G. Haiman|
|Executive Vice President, General Counsel & Secretary|