ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement that we filed with the Securities and Exchange Commission, (the “SEC”),or the SEC, using a “shelf” registration process. Under this shelf registration process, wethe selling stockholders may, from time to time, offer and sell any combination of the securitiesshares described in this prospectus in one or more offerings upofferings. Before making your investment decision, we urge you to a total dollar amount of $300,000,000. Thiscarefully read this prospectus provides you with a general descriptionand all of the information contained in the documents incorporated by reference in this prospectus, as well as the additional information described under the headings “Where You Can Find More Information.”
In connection with the offer and sale of securities weby the selling stockholders, the selling stockholders may offer. Each time we sell securities, we will provide a prospectus supplement to this prospectus that will containcontains specific information about the securities being offered and sold and the specific terms of that offering. We may also authorize one or more free writing prospectuses to be provided to you that may contain material information relating to these offerings. The prospectus supplement or free writing prospectus may also add, to, update or change information contained in this prospectus. You should carefully read this prospectus andwith respect to that offering. If there is any accompanying prospectus supplement, as well as the information incorporated in this prospectus or the accompanying prospectus supplement by reference. See “Incorporation of Certain Information by Reference.” Any information in any accompanying prospectus supplement or any subsequent material incorporated herein by reference will supersedeinconsistency between the information in this prospectus and any applicable prospectus supplement or any earlierfree writing prospectus, supplement.
Youyou should rely only on the prospectus supplement or free writing prospectus, as applicable.
To the extent there is a conflict between the information contained in this prospectus, on the one hand, and the information contained in any accompanying prospectus supplement ordocument incorporated by reference. reference in this prospectus, on the other hand, you should rely on the information in this prospectus, provided that if any statement in one of these documents is inconsistent with a statement in another document having a later date — for example, a document incorporated by reference in this prospectus — the statement in the document having the later date modifies or supersedes the earlier statement.
We further note that the representations, warranties and covenants made by us in any agreement that is filed as an exhibit to any document that is incorporated by reference in this prospectus were made solely for the benefit of the parties to such agreement, including, in some cases, for the purpose of allocating risk among the parties to such agreement, and should not be deemed to be a representation, warranty or covenant to you. Moreover, such representations, warranties or covenants were accurate only as of the date when made. Accordingly, such representations, warranties and covenants should not be relied on as accurately representing the current state of our affairs.
We have not, and the selling stockholders have not, authorized anyone to provide you with any information or to make any representationrepresentations other than that contained in or incorporated by reference in this prospectus, any prospectus supplement or in any related free writing prospectus filed by us with the SEC. This prospectus does not constitute an offer to sell or the solicitation of an offer to buy any securities other than the securities described in this prospectus or an offer to sell or the solicitation of an offer to buy such securities in any circumstances in which such offer or solicitation is different. If anyone provides you with different or inconsistent information, you should not rely on it.unlawful. You should not assume that the information containedappearing in this prospectus is correctaccurate only as of the date on its respective cover, that the information appearing in any applicable free writing prospectus is accurate only as of the date afterof that free writing prospectus, and that any information incorporated by reference is accurate only as of the date of the prospectus even though this prospectus is delivered or securities are sold pursuant to the prospectus at a later date. Since the date of this prospectus, ourdocument incorporated by reference, unless we indicate otherwise. Our business, financial condition, results of operations orand prospects may have changed.changed materially since those dates.
This prospectus contains registered trademarks that are the exclusive property of their respective owners, which are companies other than us, including Marriott International®, Hilton Worldwide®, Sofitel® and Accor®. None of the owners of these trademarks, their affiliates or any of their respective officers, directors, agents or employees is an issuer of the shares described herein. In addition none of the owners of these trademarks, their affiliates or any of their respective officers, directors, agents or employees has or will have any liability arising out of or related to the sale or offer of the securities being offered hereby, including any liability or responsibility for any financial statements, projections or other financial information or other information containedReferences in this prospectus or otherwise disseminated in connection with the offer or sale of the securities offered hereby.
When used in this prospectus, the termsto “our company,” “we,” “us,” “our” or “Braemar” refer to Braemar Hotels & Resorts Inc., a Maryland corporation, and, as the context may require, its consolidated subsidiaries, including Braemar Hospitality Limited Partnership, a Delaware limited partnership, which we refer to as “our operating partnership” or “Braemar OP.” Additionally,
Our logo design is our trademark. This prospectus also includes trademarks, trade names and service marks that are the property of other termsorganizations. For convenience, our logo appears in this prospectus without the ™ symbol, but those uses are not intended to indicate that we use throughoutwill not assert, to the fullest extent under applicable law, our rights to this prospectus are defined as follows:
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“ADR” means average daily rate and is calculated by dividing total hotel rooms revenues by total number of rooms sold in a given period. ADR measures average room price attained by a hotel and ADR trends provide useful information concerning the pricing environment and the nature of the customer base of a hotel or group of hotels. We use ADR to assess the pricing levels that we are able to generate.
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“Amended Partnership Agreement” means the Third Amended and Restated Agreement of Limited Partnership of Braemar OP, dated March 7, 2017, as amended.
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“Ashford Advisor” means Ashford Hospitality Advisors LLC, a Delaware limited liability company and a wholly-owned subsidiary of Ashford Inc.
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“Ashford Trust” means Ashford Hospitality Trust, Inc., a Maryland corporation, and, as the context may require, its consolidated subsidiaries, including Ashford Hospitality Limited Partnership, a Delaware limited partnership and Ashford Trust’s operating partnership, which we refer to as “Ashford Trust OP.”
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“Gateway market” means, with respect to U.S. markets, any of the 20 most populous metropolitan statistical areas, as estimated by the United States Census Bureau and delineated by the U.S. Office of Management and Budget. With respect to foreign markets, a gateway market means an area that is a general destination or in close proximity to a major transportation hub or business center, such that
trademark.