UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

 

 

Braemar Hotels & Resorts Inc.

(Name of Issuer)

 

Common Stock, par value $0.01 per share

 (Title of Class of Securities)

 

10482B101

(CUSIP Number)

 

Bradley L. Hasselwander

Chief Executive Officer

Auto Services Company, Inc.

1793 HWY 201 N

Mountain Home, AR 72653

870-425-8330

 

H. Watt Gregory, III

Kutak Rock LLP

124 West Capitol Avenue, Suite 2000

Little Rock, Arkansas 72201

(501) 975-3000

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

 

May 13, 2020

 (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 that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.☐

 

*

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 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.

 

1

 

CUSIP No.

10482B101

   

1

 

 

NAME OF REPORTING PERSONS

 

Auto Services Company, Inc.

2

 

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)   ☐ 

(b)   ☒

3

 

 

SEC USE ONLY

4

 

SOURCE OF FUNDS

 

   

WC

5

 

 

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

 

☐ 

 

6

 

 

CITIZENSHIP OR PLACE OF ORGANIZATION

   

Arkansas

 

7

 

SOLE VOTING POWER

 

NUMBER OF    

0

SHARES

8

 

 

SHARED VOTING POWER

BENEFICIALLY

   

2,014,461(1)

OWNED BY

EACH

9

 

SOLE DISPOSITIVE POWER

 

   

0

REPORTING

PERSON

 10

 

SHARED DISPOSITIVE POWER

 

WITH:    

2,014,461(1)

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

   

2,014,461(1)

12

 

 

 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

   

5.9%(2)

14

 

TYPE OF REPORTING PERSON

 

   

CO

 

(1) Includes beneficial ownership of (i) 1,611,965 shares of Common Stock, par value $0.01 per share (“Common Stock”) and (ii) 402,496 shares of Common Stock, that are issuable upon the conversion of 300,999 shares of Series B Cumulative Convertible Preferred Stock, par value $0.01 per share (“Series B Preferred Stock”), convertible within sixty (60) days of the date of this report.

 

(2) The ownership percentage set forth herein is calculated assuming a total of 33,921,759 shares of Common Stock of Braemar Hotels & Resorts Inc. (the “Issuer”) are issued and outstanding, which includes (i) 33,519,263 shares of Common Stock outstanding as of March 20, 2020, as set forth in the Issuer’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 19, 2020, and (ii) 402,496 shares of Common Stock that are issuable to Auto Services Company, Inc. (“ASC”) upon conversion of 300,999 shares of the Series B Preferred Stock.

 

2

 

CUSIP No.

10482B101

   

1

 

 

NAME OF REPORTING PERSONS

 

ASC Holding Company, Inc.

2

 

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)   ☐ 

(b)   ☒

3

 

 

SEC USE ONLY

  

 

4

 

SOURCE OF FUNDS

 

   

Not applicable.

5

 

 

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

 

☐ 

 

6

 

 

CITIZENSHIP OR PLACE OF ORGANIZATION

   

Arkansas

 

7

 

SOLE VOTING POWER

 

NUMBER OF

   

0

SHARES

8

 

 

SHARED VOTING POWER

BENEFICIALLY

   

2,014,461(1)

OWNED BY

EACH

9

 

 

SOLE DISPOSITIVE POWER

 

   

0

REPORTING

PERSON

 10

 

SHARED DISPOSITIVE POWER

 

WITH:    

2,014,461(1)

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

   

2,014,461(1)

12

 

 

 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

   

5.9%(2)

14

 

TYPE OF REPORTING PERSON

 

   

CO

 

(1) Includes indirect beneficial ownership of (i) 1,611,965 shares of Common Stock and (ii) 402,496 shares of Common Stock that are issuable upon the conversion of 300,999 shares of Series B Preferred Stock convertible within sixty (60) days of the date of this report.

 

(2) The ownership percentage set forth herein is calculated assuming a total of 33,921,759 shares of Common Stock of the Issuer are issued and outstanding, which includes (i) 33,519,263 shares of Common Stock outstanding as of March 20, 2020, as set forth in the Issuer’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 19, 2020, and (ii) 402,496 shares of Common Stock that are issuable to ASC upon conversion of 300,999 shares of the Series B Preferred Stock.

 

3

 

CUSIP No.

10482B101

   

1

 

 

NAME OF REPORTING PERSONS

 

Bradley L. Hasselwander

2

 

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)   ☐ 

(b)   ☒

3

 

 

SEC USE ONLY

  

 

4

 

SOURCE OF FUNDS

 

   

Not applicable.

5

 

 

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

 

☐ 

6

 

 

CITIZENSHIP OR PLACE OF ORGANIZATION

   

United States

 

7

 

SOLE VOTING POWER

 

NUMBER OF

   

0

SHARES

8

 

 

SHARED VOTING POWER

BENEFICIALLY

   

2,014,461(1)

OWNED BY

EACH

9

 

SOLE DISPOSITIVE POWER

     

0

REPORTING

PERSON

 10

 

SHARED DISPOSITIVE POWER

 

WITH:    

2,014,461(1)

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

   

2,014,461(1)

12

 

 

 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

   

5.9%(2)

14

 

TYPE OF REPORTING PERSON

 

   

IN

 

(1) Includes indirect beneficial ownership of (i) 1,611,965 shares of Common Stock and (ii) 402,496 shares of Common Stock that are issuable upon the conversion of 300,999 shares of Series B Preferred Stock, par value $0.01 per share, convertible within sixty (60) days of the date of this report.

 

(2) The ownership percentage set forth herein is calculated assuming a total of 33,921,759 shares of Common Stock of the Issuer are issued and outstanding, which includes (i) 33,519,263 shares of Common Stock outstanding as of March 20, 2020, as set forth in the Issuer’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 19, 2020, and (ii) 402,496 shares of Common Stock that are issuable to ASC upon conversion of 300,999 shares of the Series B Preferred Stock.

 

4

 

SCHEDULE 13D

 

ITEM 1. SECURITY AND ISSUER.

 

This Schedule 13D relates to the Common Stock, par value $0.01 per share (the “Common Stock”) of Braemar Hotels & Resorts Inc., a Maryland corporation (the “Issuer”). The principal executive offices of the Issuer are located at 14185 Dallas Parkway, Suite 1100, Dallas, Texas 75254.

 

ITEM 2. IDENTITY AND BACKGROUND.

 

(a) This statement is being filed by Auto Services Company, Inc., an Arkansas corporation (“ASC”), ASC Holding Company, Inc. (“ASC Holding”), an Arkansas corporation and the direct parent of ASC, and Bradley L. Hasselwander, a citizen of the United States and controlling stockholder of ASC Holding. Each of the foregoing is referred to herein as a “Reporting Person” and collectively as the “Reporting Persons.”

 

(b) The principal address of each of the Reporting Persons is c/o Auto Services Company, Inc., 1793 HWY 201 N, Mountain Home, AR 72653.

 

(c) ASC is a vehicle warranty provider. ASC Holding operates primarily as a holding company for two vehicle warranty providers, one of which is ASC. Bradley L. Hasselwander is President and CEO of each of ASC and ASC Holding.

 

The directors and executive officers of each of ASC and ASC Holding are set forth below. Unless otherwise indicated, each individual’s business address is c/o Auto Services Company, Inc., 1793 HWY 201 N, Mountain Home, AR 72653.

 

Name

 

Principal Occupation

Bradley L. Hasselwander

 

President/CEO

Mary E. Sinor

 

Secretary

Bradley L. Hasselwander

 

Treasurer

Bradley L. Hasselwander

 

Director

Mary E. Sinor

 

Director

 

(d) During the last five years, none of the Reporting Persons, nor any director or executive officer of any Reporting Person, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

 

(e) During the last five years, none of the Reporting Persons has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

 

(f) Bradley L. Hasselwander and each director and officer of a Reporting Person is a citizen of the United States.

 

ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

 

The funds used to acquire the securities described herein were obtained from the working capital of ASC.

 

5

 

ITEM 4. PURPOSE OF TRANSACTION.

 

ASC purchased the Common Stock and Series B Preferred Stock disclosed herein (collectively, the “Shares”) based on its belief that the Shares, when purchased, were undervalued and represented an attractive investment opportunity. Depending upon overall market conditions, other investment opportunities available to ASC, and the availability of Shares or other securities of the Issuer at prices that would make the purchase or sale of such securities desirable, the Reporting Persons may endeavor to increase or decrease their position in the Issuer through, among other things, the purchase or sale of Shares or other securities of the Issuer on the open market or in private transactions or otherwise, on such terms and at such times as the Reporting Persons may deem advisable, and while no specific plans or proposals have been made, the Reporting Persons intend to discuss various alternatives through which the Reporting Persons might be able to provide the Issuer with additional capital on terms acceptable to the Reporting Persons, such as a structured investment in the Issuer, secured financing with respect to certain properties of the Issuer, the Reporting Persons’ acquisition of certain properties of the Issuer, and/or taking private of the Issuer under certain conditions. ASC expects to engage in discussions with representatives of the Issuer regarding these and other potential opportunities. No Reporting Person has any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) – (j) of Item 4 of Schedule 13D except as set forth herein or such as would occur upon or in connection with completion of, or following, any of the actions discussed herein.

 

The Reporting Persons intend to review their investment in the Issuer on a continuing basis. Depending on various factors, including, without limitation, the Issuer’s financial position, the price levels of the Shares, conditions in the securities markets and general economic and industry conditions, including those resulting from the COVID-19 pandemic, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate, including, without limitation, engaging in additional communications with representatives of the Issuer, engaging in discussions with stockholders of the Issuer and others about the Issuer and the Reporting Persons’ investment, making proposals to the Issuer concerning strategic alternatives, changes to the capitalization, ownership structure, operations of the Issuer, purchasing additional Shares, selling some or all of their Shares, engaging in short selling of or any hedging or similar transaction with respect to the Shares, or changing their intention with respect to any and all matters referred to in this Item 4.

 

ITEM 5.  INTEREST IN SECURITIES OF THE ISSUER.

 

(a) and (b)  The information relating to the beneficial ownership of Common Stock by the Reporting Persons set forth in Rows 7 through 13 of each cover page hereto is incorporated by reference. ASC is the beneficial owner of 2,014,461 shares of Common Stock, constituting approximately 5.9% of outstanding Common Stock (assuming conversion of all shares of Series B Preferred Stock owned by the Reporting Persons). Because it is the parent holding company of ASC, ASC Holding may be deemed to have the shared power to vote or direct the vote, and the shared power to dispose or direct the disposition, of all Shares beneficially owned by ASC. Because he is the controlling stockholder of ASC Holdings, Bradley L. Hasselwander may be deemed to have the shared power to vote or direct the vote, and the shared power to dispose or direct the disposition, of all Shares beneficially owned by ASC. The foregoing ownership percentage is calculated assuming a total of 33,921,759 shares of Common Stock of the Issuer are issued and outstanding, which includes (i) 33,519,263 shares of Common Stock outstanding as of March 20, 2020, as set forth in the Issuer’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 19, 2020, and (ii) 402,496 shares of Common Stock that are issuable to ASC upon conversion of 300,999 shares of Series B Preferred Stock owned by ASC.

 

None of the Reporting Persons or, to the knowledge of the Reporting Persons, any of the other persons listed in Item 2(a)-(c) hereto beneficially owns any other securities of the Issuer.

 

(c)  Transactions by the Reporting Persons in shares of Common Stock and Series B Preferred Stock of the Issuer in the last sixty days are as follows, all of which were effected and held by ASC through open market purchases:

 

6

 

Date Acquired

Amount of Shares Purchased

Class of Securities

Per Share Price

5/20/2020

6,166

Common

$2.59

5/20/2020

3,000

Common

$2.58

5/20/2020

600

Common

$2.59

5/20/2020

3,500

Common

$2.60

5/20/2020

2,860

Common

$2.61

5/20/2020

15,040

Common

$2.59

5/15/2020

600

Series B Preferred

$5.50

5/15/2020

24,400

Series B Preferred

$5.50

5/15/2020

7,467

Series B Preferred

$5.50

5/15/2020

25,000

Common

$2.20

5/15/2020

21,100

Common

$2.24

5/15/2020

1,300

Common

$2.25

5/15/2020

100

Common

$2.26

5/15/2020

1,721

Common

$2.27

5/14/2020

200

Series B Preferred

$5.44

5/14/2020

400

Series B Preferred

$5.28

5/14/2020

35

Series B Preferred

$5.26

5/14/2020

24,400

Common

$2.08

5/14/2020

75,600

Common

$2.08

5/14/2020

11,200

Common

$2.09

5/14/2020

8,500

Common

$2.10

5/14/2020

8,681

Common

$2.09

5/14/2020

900

Common

$2.13

5/14/2020

200

Common

$2.14

5/14/2020

200

Common

$2.15

5/14/2020

5,634

Common

$2.16

5/13/2020

100

Series B Preferred

$5.85

5/13/2020

600

Series B Preferred

$5.75

5/13/2020

1,486

Series B Preferred

$5.90

5/13/2020

524

Series B Preferred

$5.89

5/13/2020

100

Common

$2.20

5/13/2020

7,343

Common

$2.21

5/13/2020

42,557

Common

$2.22

5/13/2020

400

Common

$2.15

5/13/2020

808

Common

$2.14

5/13/2020

500

Common

$2.14

5/13/2020

200

Common

$2.17

5/13/2020

1,010

Common

$2.17

5/13/2020

8,400

Common

$2.17

5/8/2020

800

Common

$2.55

5/8/2020

300

Common

$2.57

5/4/2020

39,363

Common

$2.61

5/4/2020

8,177

Common

$2.62

5/4/2020

4,939

Common

$2.62

5/4/2020

1,100

Common

$2.66

5/4/2020

1,000

Common

$2.65

5/4/2020

18,600

Common

$2.66

5/4/2020

26,584

Common

$2.67

5/4/2020

237

Common

$2.65

5/4/2020

2,700

Common

$2.63

5/4/2020

600

Common

$2.62

5/4/2020

16,413

Common

$2.62

 

7

 

Date Acquired

Amount of Shares Purchased

Class of Securities

Per Share Price

5/1/2020

1,476

Common

$2.81

5/5/2020

430

Series B Preferred

$8.07

5/5/2020

400

Series B Preferred

$8.14

5/5/2020

100

Series B Preferred

$8.42

5/5/2020

200

Series B Preferred

$8.39

5/5/2020

1,496

Series B Preferred

$8.40

5/5/2020

200

Series B Preferred

$8.44

5/5/2020

7,174

Series B Preferred

$8.45

5/5/2020

200

Series B Preferred

$8.25

5/5/2020

364

Series B Preferred

$8.39

5/5/2020

400

Series B Preferred

$8.40

5/5/2020

800

Series B Preferred

$8.42

5/5/2020

8,236

Series B Preferred

$8.41

5/5/2020

4,700

Series B Preferred

$8.45

5/5/2020

20,228

Series B Preferred

$8.40

5/5/2020

72

Series B Preferred

$8.40

5/5/2020

8,000

Series B Preferred

$8.35

5/5/2020

14,645

Series B Preferred

$8.35

5/4/2020

10,000

Series B Preferred

$7.89

5/4/2020

591

Series B Preferred

$7.89

5/4/2020

50

Series B Preferred

$7.85

5/4/2020

9,359

Series B Preferred

$7.89

5/1/2020

2

Series B Preferred

$8.00

5/1/2020

300

Series B Preferred

$8.36

5/1/2020

75

Series B Preferred

$8.33

5/1/2020

4,765

Series B Preferred

$8.36

5/1/2020

300

Series B Preferred

$8.35

5/1/2020

500

Common

$2.81

5/1/2020

14,548

Common

$2.82

5/1/2020

200

Common

$2.81

5/1/2020

26,949

Common

$2.81

5/1/2020

2,187

Common

$2.82

5/1/2020

513

Common

$2.80

4/28/2020

24,952

Series B Preferred

$8.43

4/28/2020

48

Series B Preferred

$8.43

4/22/2020

100,000

Series B Preferred

$8.25

4/22/2020

300

Common

$2.32

4/22/2020

1,992

Common

$2.32

4/21/2020

6

Series B Preferred

$8.04

4/21/2020

94

Series B Preferred

$8.07

4/20/2020

6,900

Series B Preferred

$8.37

4/20/2020

100

Series B Preferred

$8.43

4/20/2020

690

Common

$2.38

4/20/2020

300

Common

$2.45

4/20/2020

5,624

Common

$2.45

4/17/2020

399

Series B Preferred

$8.70

4/17/2020

200

Series B Preferred

$8.72

4/17/2020

1,900

Series B Preferred

$8.74

4/17/2020

7,501

Series B Preferred

$8.75

4/17/2020

1,390

Series B Preferred

$8.74

4/17/2020

8,610

Series B Preferred

$8.75

4/17/2020

200

Series B Preferred

$8.74

 

8

 

Date Acquired

Amount of Shares Purchased

Class of Securities

Per Share Price

4/17/2020

9,800

Series B Preferred

$8.75

4/16/2020

3,205

Common

$2.17

4/16/2020

295

Common

$2.18

4/15/2020

7,290

Series B Preferred

$8.79

4/14/2020

810

Series B Preferred

$8.72

4/14/2020

1,900

Series B Preferred

$8.79

4/13/2020

600

Common

$2.83

4/13/2020

21,100

Common

$2.84

4/9/2020

10,000

Common

$2.09

4/9/2020

10,000

Common

$2.16

4/9/2020

100,000

Common

$2.23

4/9/2020

600

Common

$2.12

4/9/2020

99,400

Common

$2.12

4/9/2020

300,000

Common

$2.08

4/9/2020

200

Common

$2.05

4/9/2020

14,243

Common

$2.06

4/9/2020

157

Common

$2.07

4/9/2020

283,778

Common

$2.17

4/9/2020

200

Common

$2.16

4/9/2020

1,222

Common

$2.17

4/9/2020

200

Common

$2.15

4/9/2020

40,300

Common

$2.24

4/9/2020

1,344

Common

$2.24

4/9/2020

282

Common

$2.25

4/9/2020

2,300

Common

$2.40

4/9/2020

3,376

Common

$2.29

4/9/2020

113,609

Common

$2.30

4/9/2020

3,538

Common

$2.35

4/9/2020

86,247

Common

$2.31

4/9/2020

45,881

Common

$2.38

4/9/2020

2,675

Common

$2.36

4/9/2020

12,300

Common

$2.37

4/9/2020

1,800

Common

$2.37

4/7/2020

1

Common

$1.87

 

(d)  No other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds of sale of, any of the Common Stock beneficially owned by the Reporting Persons.

 

(e)  Not applicable.

 

ITEM 6.  CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.

 

To the best knowledge of the Reporting Persons, except as set forth herein, there are no contracts, arrangements, understandings or relationships (legal or otherwise), including, but not limited to, transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies, between the persons enumerated in Item 2, and any other person, with respect to any securities of the Issuer, including any securities pledged or otherwise subject to a contingency the occurrence of which would give another person voting power or investment power over such securities other than standard default and similar provisions contained in loan agreements.

 

9

 

ITEM 7.  MATERIAL TO BE FILED AS EXHIBITS.

 

This filing includes the following exhibit:

 

Exhibit 1:     Joint Filing Agreement.

 

10

 

 

 

SIGNATURE

 

After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Date: May 26, 2020

 

 

Auto Services Company, Inc.

 

By:         /s/ Bradley L. Hasselwander

Name:    Bradley L. Hasselwander

Title:      President and CEO

 

 

 

ASC Holding Company, Inc.

 

By:         /s/ Bradley L. Hasselwander

Name:    Bradley L. Hasselwander

Title:      President and CEO

 

 

 

/s/ Bradley L. Hasselwander     

Bradley L. Hasselwander

 

11
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