Current Report Filing (8-k)
June 15 2021 - 4:02PM
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UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of
earliest event reported): June 14, 2021
BRAEMAR
HOTELS & RESORTS INC.
(Exact name of registrant
as specified in its charter)
Maryland
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001-35972
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46-2488594
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(State or other jurisdiction of
incorporation or organization)
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(Commission file
number)
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(I.R.S. Employer Identification
Number)
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14185
Dallas Parkway, Suite 1200
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Dallas, Texas
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75254
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(Address of principal executive
offices)
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(Zip code)
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Registrant’s telephone number, including
area code: (972) 490-9600
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨
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Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12)
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¨
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Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b)
of the Act:
Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock
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BHR
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New York Stock Exchange
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Preferred Stock, Series B
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BHR-PB
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New York Stock Exchange
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Preferred Stock, Series D
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BHR-PD
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New York Stock Exchange
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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. ¨
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Item 3.02
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Unregistered Sales of Equity Securities.
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From May 6, 2021 through June
14, 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 2,493,629 shares of its common stock, par value $0.01 per share (the “Common Stock”), for an aggregate
of 633,536 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 June 14, 2021, the Company has exchanged 6,966,355 shares of Common Stock for 1,871,093 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.
SIGNATURES
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.
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BRAEMAR HOTELS & RESORTS INC.
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By:
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/s/ Robert G. Haiman
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Robert G. Haiman
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Executive Vice President, General Counsel & Secretary
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Date: June 15, 2021
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