Item 8.01 Other Events.
As previously reported in its Current Report on Form 8-K, filed with the
Securities and Exchange Commission (the "SEC") on December 11, 2017, Braemar
Hotels & Resorts Inc. (the "Company"), Braemar Hospitality Limited Partnership
(the "Operating Partnership") and Ashford Hospitality Advisors LLC ("Ashford
LLC") entered into separate equity distribution agreements, dated December 11,
2017, each as amended by Amendment No. 1 thereto, dated October 31, 2018, with
Morgan Stanley & Co. LLC and UBS Securities LLC, relating to the offer and sale
of shares of the Company's common stock, par value $0.01 per share, having an
aggregate offering price of up to $50 million (the "Shares"). Additionally,
effective August 10, 2020, Morgan Stanley & Co. LLC elected to terminate its
equity distribution agreement and role as a sales agent in the offering. As a
result of such termination, no further offers or sales of the Shares will be
made through Morgan Stanley & Co. LLC.
On August 12, 2020, the Company, the Operating Partnership and Ashford LLC
entered into an amendment to the equity distribution agreement with UBS
Securities LLC (the "Sales Agent"), relating to the Shares. The amendment
revises the representations and warranties and certain other provisions of the
equity distribution agreement.
As of the date of this report, Shares having an aggregate offering price of up
to $50,000,000 remain available for offer and sale pursuant to the equity
distribution agreement, as amended. Sales of the Shares, if any, may be made in
negotiated transactions, which may include block trades, or transactions that
are deemed to be "at-the-market" offerings as defined in Rule 415 under the
Securities Act of 1933, as amended (the "Securities Act"), including sales made
directly on the New York Stock Exchange or sales made to or through a market
maker other than on an exchange.
The Sales Agent will receive from the Company a commission that will not exceed,
but may be lower than, 2.0% of the gross sales price of all Shares sold through
it as Sales Agent under the equity distribution agreement. The Company may also
sell some or all of the Shares to a Sales Agent as principal for its own account
at a price agreed upon at the time of sale. The Company has agreed to pay all
reasonable documented out-of-pocket expenses, including the reasonable fees and
disbursements of counsel, incurred by the Sales Agent in connection with the
ongoing services contemplated by the equity distribution agreement; provided,
however, the Sales Agent has agreed to reimburse the Company for up to $50,000
of such expenses, if the Sales Agent offers and sells Shares with an aggregate
offering price of $15,000,000, and has agreed to reimburse the Company for up to
an additional $50,000 of such expenses, if the Sales Agent offers and sells
Shares with an aggregate offering price of $30,000,000.
The Shares will be issued pursuant to the Company's shelf registration statement
on Form S-3 (Registration No. 333-223799), which initially became effective on
May 17, 2018, and a prospectus supplement dated October 31, 2018, as amended by
Amendment No. 1 dated August 12, 2020, filed with the SEC pursuant to Rule
424(b) under the Securities Act.
The description of the equity distribution agreement and the amendments
contained in this Item 8.01 does not purport to be complete and is qualified in
its entirety by reference to the full text of the form of equity distribution
agreement, the form of amendment no. 1 to the equity distribution agreement and
the form of amendment no. 2 to the equity distribution agreement, which are
filed as Exhibit 1.1, Exhibit 1.2 and Exhibit 1.3 hereto, respectively, and are
incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit Number Exhibit Description
1.1 Form of Equity Distribution Agreement (incorporated by reference
to Exhibit 1.1 of the Current Report on Form 8-K filed with the SEC
on December 11, 2017)
1.2 Form of Amendment No. 1 to the Equity Distribution Agreement
(incorporated by reference to Exhibit 1.2 of the Current Report on
Form 8-K filed with the SEC on October 31, 2018)
1.3 Form of Amendment No. 2 to the Equity Distribution Agreement
104 Cover Page Interactive Data File (formatted in Inline XBRL and
contained in Exhibit 101)
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