DALLAS, Oct. 21, 2019 /PRNewswire/ -- Braemar Hotels
& Resorts Inc. (NYSE: BHR) ("Braemar" or the "Company")
announced today that its Board of Directors has formally declared
the distribution of its remaining 174,983 shares of common stock of
Ashford Inc. (NYSE American: AINC) ("Ashford"). Both common
stockholders and unitholders of Braemar will receive their pro-rata
share of Ashford common stock.
The distribution to Braemar common stockholders will be
completed through a pro-rata, taxable dividend of Ashford common
stock on November 5, 2019 (the
"Distribution Date") to stockholders of record ("Braemar Record
Holders") as of the close of business of the New York Stock
Exchange ("NYSE") on October 29, 2019
(the "Record Date"). On the Distribution Date, each Braemar
stockholder will receive approximately 0.0047 share of Ashford
common stock for every share of Braemar common stock held by such
stockholder on the Record Date. The distribution is not
contingent upon Ashford's planned acquisition of Remington
Holdings, L.P.'s hotel management business. After the
distribution, Braemar will not have any ownership interest in
Ashford. The distribution of Ashford common stock will be
made in book-entry form, which means that no physical share
certificates will be issued.
No fractional shares of Ashford common stock will be
issued. Fractional shares of Ashford common stock to which
Braemar Record Holders would otherwise be entitled will be
aggregated and, after the distribution, sold in the open market by
the distribution agent. The aggregate net proceeds of the
sales will be distributed in a pro-rata manner as cash payments to
the Braemar Record Holders who would otherwise have received
fractional shares of Ashford common stock. Braemar
stockholders should consult their tax advisors with respect to U.S.
federal, state, local and foreign tax consequences of the dividend
of Ashford common stock.
Braemar Hotels & Resorts is a real estate investment trust
(REIT) focused on investing in luxury hotels and resorts.
Ashford has created an Ashford App for the hospitality REIT
investor community. The Ashford App is available for free
download at Apple's App Store and
the Google Play Store by searching "Ashford."
Additional Information and Where to Find It
In connection with Ashford Inc.'s planned acquisition of
Remington Holdings, L.P.'s hotel management business, Ashford
Nevada Holding Corp. (a subsidiary of Ashford Inc., to be renamed
Ashford Inc. at the closing of the transaction) has filed a
Registration Statement on Form S-4 (Registration No. 333-232736),
which includes a preliminary joint proxy statement/prospectus,
which was mailed to Ashford Inc. stockholders on or about
September 23, 2019.
Additionally, Ashford Inc. files annual, quarterly and
current reports, proxy and information statements and other
information with the Securities and Exchange Commission.
INVESTORS AND SECURITY HOLDERS OF ASHFORD INC. ARE URGED TO
READ THESE MATERIALS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS
THERETO AND DOCUMENTS INCORPORATED BY REFERENCE THEREIN) AND ANY
OTHER RELEVANT DOCUMENTS IN CONNECTION WITH THE TRANSACTION THAT
ASHFORD INC. WILL FILE WITH THE SECURITIES AND EXCHANGE COMMISSION
WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT ASHFORD INC. AND THE TRANSACTION. The
proxy/prospectus and other relevant materials in connection with
the transaction (when they become available), and any other
documents filed by Ashford Inc. with the Securities and Exchange
Commission, may be obtained free of charge at the Securities and
Exchange Commission's website at www.sec.gov. In addition,
investors and security holders may obtain free copies of the
documents filed with the Securities and Exchange Commission at the
Ashford Inc.'s website, www.ashfordinc.com, under the "Investors"
link, or by requesting them in writing or by telephone from us at
14185 Dallas Parkway, Suite 1100, Dallas,
Texas 75254, Attn: Investor Relations or (972)
490-9600.
Ashford Inc. and certain of its directors and executive
officers may be deemed to be participants in the solicitation of
proxies from stockholders of Ashford Inc. in favor of the proposed
merger. Information about the directors and executive
officers of Ashford Inc. and their ownership of Ashford Inc.
capital stock is set forth in its definitive proxy statement on
Schedule 14A for its 2019 special meeting of stockholders, as filed
with the SEC on September 23, 2019.
Additional information regarding the participants in the
solicitation of proxies and a description of their direct and
indirect interests, by security holdings or otherwise, with respect
to the proposed merger is included in the preliminary proxy
statement filed by Ashford Inc. with the SEC and will be included
in the definitive proxy statement to be filed by Ashford Inc. with
the SEC, when it becomes available.
Safe Harbor for Forward-Looking Statements
Certain statements and assumptions in this press release
contain or are based upon "forward-looking" information and are
being made pursuant to the safe harbor provisions of the Private
Securities Litigation Reform Act of 1995. These
forward-looking statements are subject to risks and
uncertainties. When we use the words "will likely result,"
"may," "anticipate," "estimate," "should," "expect," "believe,"
"intend," or similar expressions, we intend to identify
forward-looking statements. Such statements are subject to
numerous assumptions and uncertainties, many of which are outside
Braemar's control.
These forward-looking statements are subject to known and
unknown risks and uncertainties, which could cause actual results
to differ materially from those anticipated, including, without
limitation: general volatility of the capital markets and the
market price of our common stock and preferred stock; changes in
our business or investment strategy; availability, terms and
deployment of capital; availability of qualified personnel to our
advisor; changes in our industry and the market in which we
operate, interest rates or the local economic conditions; the
degree and nature of our competition; actual and potential
conflicts of interest with Ashford Trust, Ashford Inc., Remington
Lodging, our executive officers and our non-independent directors;
changes in governmental regulations, accounting rules, tax rates
and similar matters; legislative and regulatory changes, including
changes to the Internal Revenue Code of 1986, as amended (the
"Code"), and related rules, regulations and interpretations
governing the taxation of REITs; limitations imposed on our
business and our ability to satisfy complex rules in order for us
to qualify as a REIT for federal income tax purposes; and risks
related to Ashford Inc.'s ability to complete the acquisition of
Remington's hotel management business on the proposed terms.
These and other risk factors are more fully discussed in Braemar's
filings with the Securities and Exchange Commission.
The forward-looking statements included in this press release
are only made as of the date of this press release. Investors
should not place undue reliance on these forward-looking
statements. We are not obligated to publicly update or revise
any forward-looking statements, whether as a result of new
information, future events or circumstances, changes in
expectations or otherwise.
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SOURCE Braemar Hotels & Resorts Inc.