S-8 1 tm2115865d1_s8.htm FORM S-8

 

As filed with the Securities and Exchange Commission on May 11, 2021

 

Registration No. 333-        

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

FORM S-8

 

REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933

 

 

 

BRAEMAR HOTELS & RESORTS INC.

(Exact name of registrant as specified in its charter)

 

 

 

Maryland
(State or other jurisdiction of
incorporation or organization)

  

46-2488594
(I.R.S. Employer
Identification Number)

 

Braemar Hotels & Resorts Inc.
2013 Equity Incentive Plan

(Full title of the plan)

 

14185 Dallas Parkway, Suite 1200
Dallas, Texas 75254
(972) 490-9600

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

 

 

 

Robert G. Haiman
Executive Vice President, General Counsel and Secretary
14185 Dallas Parkway, Suite 1200
Dallas, Texas 75254
(972) 490-9600

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

 

 

Copies to:

 

Richard M. Brand
Gregory P. Patti Jr.
Cadwalader, Wickersham & Taft LLP
200 Liberty Street
New York, NY 10281
(212) 504-6000

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer ¨ Accelerated filer þ Non-accelerated filer ¨
(Do not check if a smaller reporting company)		 Smaller reporting company þ

  

CALCULATION OF REGISTRATION FEE

 

Title of Securities to be
Registered		  Amount to be Registered (1)  Proposed Maximum
Offering Price Per Share (2)		   Proposed Maximum
Aggregate Offering
Price (2)		   Amount of
Registration Fee(2)		 
Common Stock, par value $0.01 per share  2,100,000 shares  $6.95   $14,595,000   $1,592.31 

 

(1)Pursuant to Rule 416 of the Securities Act of 1933, as amended, the number of shares of common stock registered hereby is subject to adjustment to prevent dilution resulting from common stock splits, common stock dividends or similar transactions.
  
(2)Estimated solely for the purpose of determining the registration fee pursuant to Rule 457(c) and (h) of the Securities Act of 1933, based on the average of the high and low prices of the common stock as reported on the New York Stock Exchange on May 6, 2021.

 

 

 

 

 

 

EXPLANATORY NOTE

 

This Registration Statement on Form S-8 is filed pursuant to General Instruction E to Form S-8 for the purpose of registering an additional 2,100,000 shares of the Common Stock of Braemar Hotels & Resorts Inc. (the “Company” or “Registrant”), which may be issued pursuant to awards under the Second Amended and Restated Braemar Hotels & Resorts Inc. 2013 Equity Incentive Plan, as further amended effective as of May 11, 2021 (the “Plan”). In accordance with General Instruction E to Form S-8, the Company hereby incorporates herein by reference the Registration Statement on Form S-8 (No. 333-204705), filed with the Securities and Exchange Commission on June 4, 2015, together with all exhibits filed therewith or incorporated therein by reference.

 

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 

Item 8. Exhibits.

 

The Exhibits to this Registration Statement are listed in the Index to Exhibits immediately following the signature pages.

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on May 11th, 2021.

 

  Braemar Hotels & Resorts Inc.
   
  By: /s/ Robert G. Haiman
    Name: Robert G. Haiman
    Title: Executive Vice President, General Counsel & Secretary

 

 

 

 

POWER OF ATTORNEY

 

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Robert G. Haiman his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this Registration Statement, and any registration statement relating to the offering covered by this Registration Statement and filed pursuant to Rule 462 under the Securities Act of 1933, as amended, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each of said attorney-in-fact and agent or his substitute may lawfully so or cause to be done by virtue hereof.

 

Pursuant to the requirements of the Securities Act of 1933, the following persons have signed this Registration Statement in the capacities and on the date(s) indicated.

 

Signature

  

Title

  

Date

 

/s/ RICHARD J. STOCKTON


   President and Chief Executive Officer; Director
(Principal Executive Officer)		   May 11, 2021
Richard J. Stockton        
         

/s/ DERIC S. EUBANKS


   Chief Financial Officer and Treasurer
(Principal Financial Officer)		   May 11, 2021
Deric S. Eubanks        
         

/s/ MARK L. NUNNELEY


   Chief Accounting Officer
(Principal Accounting Officer)		   May 11, 2021
Mark L. Nunneley        
         

/s/ MONTY J. BENNETT


   Chairman of the Board   May 11, 2021
Monty J. Bennett        
         

/s/ STEFANI D. CARTER


   Director   May 11, 2021
Stefani D. Carter        
         

/s/ MARY CANDACE EVANS


   Director   May 11, 2021
Mary Candace Evans        
         

/s/ KENNETH H. FEARN, JR.


   Director   May 11, 2021
Kenneth H. Fearn, Jr.        

 

 

 

 

Signature

  

Title

  

Date

         

/s/ CURTIS B. MCWILLIAMS


   Director   May 11, 2021
Curtis B. McWilliams        
         

/s/ MATTHEW D. RINALDI


   Director   May 11, 2021
Matthew D. Rinaldi        
         

/s/ ABTEEN VAZIRI


   Director   May 11, 2021
Abteen Vaziri        

 

 

 

 

 

EXHIBIT INDEX

 

Exhibit No.

  

Exhibit Description

4.1   Articles of Amendment and Restatement of Braemar Hotels & Resorts Inc. (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed on April 29, 2016).
4.1.1   Amendment Number One to the Articles of Amendment and Restatement of Ashford Hospitality Prime, Inc. (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed on December 8, 2017) (File No. 001-35972).
4.1.2   Amendment Number Two to Articles of Amendment and Restatement of Braemar Hotels & Resorts Inc. (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed on April 23, 2018) (File No. 001-35972).
4.1.3   Articles of Amendment of Braemar Hotels & Resorts Inc., accepted for record and certified by the SDAT on January 23, 2020 (incorporated by reference to Exhibit 3.13 to Amendment No. 1 to the Registration Statement on Form S-3 (File No. 333-234663) filed with the SEC on January 24, 2020).
4.2   Fourth Amended and Restated Bylaws of Braemar Hotels & Resorts Inc. (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed on August 20, 2018) (File No. 001-35972).
4.3   Articles of Amendment of Ashford Hospitality Prime, Inc. (incorporated by reference to Exhibit 3.2 to the Current Report on Form 8-K filed on April 29, 2016) (File No. 001-35972).
4.4   Articles Supplementary of Ashford Hospitality Prime, Inc. (incorporated by reference to Exhibit 3.3 to the Current Report on Form 8-K filed on April 29, 2016) (File No. 001-35972).
4.5   Articles Supplementary for 5.50% Series A Cumulative Convertible Preferred Stock of Ashford Hospitality Prime, Inc., as amended by a Certificate of Correction (incorporated by reference to Exhibit 3.4 to the Current Report on Form 8-K filed on April 29, 2016) (File No. 001-35972).
4.6   Articles Supplementary for 5.50% Series B Cumulative Convertible Preferred Stock of Ashford Hospitality Prime, Inc., accepted for record and certified by the Maryland State Department of Assessments and Taxation on December 4, 2015 (incorporated by reference to Exhibit 3.5 to the Current Report on Form 8-K filed on April 29, 2016) (File No. 001-35972).
4.6.1   Articles Supplementary Establishing Additional Shares of the Series B Preferred Stock of Ashford Hospitality Prime, Inc., as filed with the State Department of Assessments and Taxation of Maryland on March 3, 2017 (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed on March 7, 2017) (File No. 001-35972).
4.6.2   Articles Supplementary Establishing Additional Shares of Series B Preferred Stock of Braemar Hotels & Resorts Inc., accepted for record and certified by the Maryland State Department of Assessments and Taxation on December 4, 2019 (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed on December 4, 2019) (File No. 001-35972).
4.7   Articles Supplementary for the Series C Preferred Stock of Ashford Hospitality Prime, Inc., as filed with the State Department of Assessments and Taxation of Maryland on February 1, 2016 (incorporated by reference to Exhibit 3.6 to the Current Report on Form 8-K filed on April 29, 2016) (File No. 001-35972).
4.8   Articles Supplementary for the Series D Cumulative Preferred Stock, accepted for record and certified by the Maryland State Department of Assessments and Taxation on November 19, 2018 (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed on November 19, 2018) (File No. 001-35972).
4.9   Articles Supplementary Establishing the Series E Redeemable Preferred Stock of Braemar Hotels & Resorts Inc., accepted for record and certified by the SDAT on January 23, 2020 (incorporated by reference to Exhibit 3.14 to Amendment No. 1 to the Registration Statement on Form S-3 (File No. 333-234663) filed with the SEC on January 24, 2020).
4.10   Articles Supplementary Establishing the Series M Redeemable Preferred Stock of Braemar Hotels & Resorts Inc., accepted for record and certified by the SDAT on January 23, 2020 (incorporated by reference to Exhibit 3.15 to Amendment No. 1 to the Registration Statement on Form S-3 (File No. 333-234663) filed with the SEC on January 24, 2020).
4.11   Description of Securities (incorporated by reference to Exhibit 4.5 to the Current Report on Form 10-K filed on March 5, 2021).
4.12   Second Amended and Restated Braemar Hotels & Resorts Inc. 2013 Equity Incentive Plan, as amended through Amendment No. 2 (incorporated by reference to Annex B to the Registrant’s Definitive Proxy Statement on Schedule 14A filed with the Commission on March 30, 2021).
5.1*   Opinion of Hogan Lovells US LLP.
23.1*   Consent of Hogan Lovells US LLP (included in Exhibit 5.1).
23.2*   BDO USA, LLP.
24.1*   Power of Attorney (included on signature page hereto).

 

 

*      Filed herewith.