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): October 31, 2022
BRAEMAR HOTELS & RESORTS INC.
(Exact name of registrant as specified in its charter)
| | | | | | | | | | | | | | |
| Maryland | | 001-35972 | | 46-2488594 |
| (State or other jurisdiction of incorporation or organization) | | (Commission File Number) | | (IRS employer identification number) |
| | | | |
| 14185 Dallas Parkway | | | | |
| Suite 1200 | | | | |
| Dallas | | | | |
| Texas | | | | 75254 |
| (Address of principal executive offices) | | | | (Zip code) |
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:
☐ 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 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On October 31, 2022, Braemar Hotels and Resorts Inc.’s (the “Company”) indirect, wholly-owned subsidiary, BHR Scottsdale LP (the “Purchaser”), entered into a Purchase and Sale Agreement (the “Purchase Agreement”) with SHR FSST, LLC and DTRS FSST, LLC collectively as the seller, for the purchase of the Four Seasons Resort Scottsdale at Troon North (the “Hotel”). The total consideration for the acquisition is $267.8 million ($1.28 million per key) (the “Purchase Price”), subject to customary pro-rations and adjustments. The Purchase Price will be funded with existing cash on hand and no additional common equity will be issued to fund the Purchase Price. As required by the Purchase Agreement, the Purchaser has deposited a total of $26.8 million into escrow pending the closing or termination of the Purchase Agreement. The acquisition of the Hotel is expected to close in the fourth quarter of 2022, subject to customary closing conditions.
The Purchase Agreement contains terms, conditions, covenants, representations and warranties and indemnities from each of the respective parties that are customary and typical for a transaction of this nature. Several conditions to closing on the acquisition remain to be satisfied, and there can be no assurance that we will complete the transaction on the general terms described above or at all.
ITEM 7.01 REGULATION FD DISCLOSURE.
On November 1, 2022, the Company issued a press release with respect to its entry into the Purchase Agreement. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
The information in this Item 7.01 of this Form 8-K and Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits
Exhibit Number Description
104 Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101)
SIGNATURE
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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| Dated: November 1, 2022 | By: | /s/ Alex Rose |
| | Alex Rose |
| | Executive Vice President, General Counsel & Secretary |
