Braemar Hotels & Resorts DEFA14A Filing

TL;DR

Braemar Hotels & Resorts filed proxy docs, likely for shareholder votes. Watch for meeting outcomes.

AI Summary

Braemar Hotels & Resorts Inc. filed a DEFA14A on May 6, 2024, related to a previous 8-K filing. The company, formerly known as Ashford Hospitality Prime, Inc., is a real estate investment trust incorporated in Maryland with its principal executive offices in Dallas, Texas. The filing is a definitive proxy statement, typically used for shareholder meetings.

Why It Matters

This filing indicates that Braemar Hotels & Resorts is preparing for or has held a shareholder meeting, which could involve voting on important corporate matters such as director elections or executive compensation.

Risk Assessment

Risk Level: low — This is a routine proxy filing (DEFA14A) and does not inherently signal new risks, but rather a procedural step for corporate governance.

Key Numbers

• 001-35972 — SEC File Number (Identifies the company's filings with the SEC)
• 46-2488594 — IRS Employer Identification Number (Company's tax identification number)

Key Players & Entities

• Braemar Hotels & Resorts Inc. (company) — Registrant
• Ashford Hospitality Prime, Inc. (company) — Former company name
• May 6, 2024 (date) — Filing date
• 14185 Dallas Parkway Suite 1200 Dallas Texas 75254 (address) — Principal executive offices

FAQ

Key Financial Figures

• $165 million — Pines hotel ("Hilton Torrey Pines") for $165 million in cash, subject to customary pro-ratio
• $165 m — ng The sale of Hilton Torrey Pines for $165 million, and evaluating the sale of two o
• $50 million — t of all of its 2024 debt maturities A $50 million preferred share redemption program A $
• $0.01 — f the Company's common stock, par value $0.01 per share, having an aggregate value of

Filing Documents

• bhr2022torreypines8-k.htm (DEFA14A) — 35KB
• bhrtorreypinespr.htm (EX-99.1) — 33KB
• image_0.jpg (GRAPHIC) — 21KB
• 0001574085-24-000088.txt ( ) — 97KB

01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT. On May 6, 2024 (the "Effective Date"), CHH Torrey Pines Hotel Partners, LP and CHH Torrey Pines Tenant Corp. (together, "Seller"), indirect subsidiaries of Braemar Hotels Resorts Inc. (the "Company"), entered into an Agreement of Purchase and Sale (the "Agreement") with JRK Torrey Pines Hotel Owner LLC ("Purchaser"), for the sale of the Hilton La Jolla Torrey Pines hotel ("Hilton Torrey Pines") for $165 million in cash, subject to customary pro-rations and adjustments (the "Purchase Price"). The Company owns an indirect 75% equity interest in Seller. The sale of the hotel is expected to close in the second quarter of 2024, subject to customary closing conditions. The 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 sale remain to be satisfied, and there can be no assurance that the sale transaction will be completed on the general terms described above or at all.

01 OTHER EVENTS

ITEM 8.01 OTHER EVENTS. Shareholder Value Creation Plan On May 3, 2024, the board of directors of the Company (the "Board"), reflecting its commitment to creating long-term value to shareholders, approved notable capital market activities and strategic updates (the "Shareholder Value Creation Plan"), including The sale of Hilton Torrey Pines for $165 million, and evaluating the sale of two other hotels The repayment of all of its 2024 debt maturities A $50 million preferred share redemption program A $50 million common share repurchase authorization Share Repurchase Program On May 3, 2024, the Board approved a new share repurchase program (the "Repurchase Program") pursuant to which the Board granted a repurchase authorization to acquire shares of the Company's common stock, par value $0.01 per share, having an aggregate value of up to $50 million. The Company intends to begin share repurchases as soon as practicable and may repurchase shares through open market transactions, privately negotiated transactions or other means. The timing and amount of any transactions will be subject to the discretion of the Company based upon market conditions, and the program may be suspended or terminated at any time by the Company at its discretion without prior notice. The Board's authorization replaced any previous repurchase authorizations. Press Release A copy of the press release announcing the Company's entry into the Agreement, its Shareholder Value Creation Plan and the approval of the Repurchase Program is attached hereto as Exhibit 99.1.

Forward-Looking Statements

Forward-Looking Statements Certain statements and assumptions in this Item 7.01 contain or are based upon "forward-looking" information and are being made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements in this Item 7.01 include, among others, statements about the Company's intentions regarding the Repurchase Program. These forward-looking statements are subject to risks and uncertainties. When we use the words "will likely result," "may," "anticipate," "estimate," "should," "expect," "believe," "intend," or similar expressions, we intend to identify forward-looking statements. Such statements are subject to numerous assumptions and uncertainties, many of which are outside the Company's control. The forward-looking statements included in this Item 7.01 are only made as of the date of this Current Report on Form 8-K. Readers should not place undue reliance on these forward-looking statements. The Company is not obligated to publicly update or revise any forward-looking statements, whether as a result of new information, future events or circumstances, changes in expectations or otherwise. Additional Information and Where to Find it The Company has filed a revised Preliminary Proxy Statement on Schedule 14A with the Securities and Exchange Commission (the "SEC") on April 25, 2024 (the "Preliminary Proxy Statement") and intends to file a definitive proxy statement and other relevant materials with respect to the Company's solicitation of proxies for the annual meeting of stockholders expected to be held on July 30, 2024 (the "Annual Meeting"). INVESTORS AND STOCKHOLDERS OF THE COMPANY ARE URGED TO READ THE PRELIMINARY PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND THE DEFINITIVE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT MATERIALS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY W

01 FINANCIAL STATEMENTS AND EXHIBITS

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS. (d) Exhibits Exhibit Number Description 99.1 Press Release of the Company, dated May 6, 2024 104 Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101)

SIGNATURES

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. BRAEMAR HOTELS RESORTS INC. Dated May 6, 2024 By s Alex Rose Alex Rose Executive Vice President, General Counsel Secretary

View Full Filing

View this DEFA14A filing on SEC EDGAR