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)
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Maryland
(State or other jurisdiction of
incorporation or organization)
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46-2488594
(I.R.S. Employer
Identification Number)
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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):
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Large accelerated filer ¨
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Accelerated filer þ
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Non-accelerated filer ¨
(Do not check if a smaller reporting company)
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Smaller reporting company þ
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CALCULATION OF REGISTRATION FEE
Title of Securities to be
Registered
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Amount to be Registered (1)
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Proposed Maximum
Offering Price Per Share (2)
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Proposed Maximum
Aggregate Offering
Price (2)
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Amount of
Registration Fee(2)
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Common Stock, par value $0.01 per share
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2,100,000 shares
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$
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6.95
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$
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14,595,000
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$
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1,592.31
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(1)
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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.
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(2)
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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.
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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.
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Braemar Hotels & Resorts
Inc.
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By:
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/s/ Robert G. Haiman
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Name: Robert G. Haiman
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Title: Executive Vice President, General Counsel
& Secretary
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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.
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Signature
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Title
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Date
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/s/ RICHARD J.
STOCKTON
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President and Chief Executive Officer; Director
(Principal Executive Officer)
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May 11, 2021
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Richard J. Stockton
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/s/ DERIC S.
EUBANKS
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Chief Financial Officer and Treasurer
(Principal Financial Officer)
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May 11, 2021
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Deric S. Eubanks
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/s/ MARK L. NUNNELEY
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Chief Accounting Officer
(Principal Accounting Officer)
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May 11, 2021
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Mark L. Nunneley
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/s/ MONTY J.
BENNETT
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Chairman of the Board
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May 11, 2021
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Monty J. Bennett
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/s/ STEFANI D.
CARTER
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Director
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May 11, 2021
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Stefani D. Carter
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/s/ MARY CANDACE
EVANS
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Director
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May 11, 2021
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Mary Candace Evans
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/s/ KENNETH H.
FEARN, JR.
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Director
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May 11, 2021
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Kenneth H. Fearn, Jr.
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Signature
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Title
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Date
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/s/ CURTIS B.
MCWILLIAMS
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Director
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May 11, 2021
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Curtis B. McWilliams
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/s/ MATTHEW D.
RINALDI
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Director
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May 11, 2021
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Matthew D. Rinaldi
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/s/ ABTEEN VAZIRI
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Director
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May 11, 2021
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Abteen Vaziri
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EXHIBIT INDEX
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Exhibit
No.
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Exhibit
Description
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4.1
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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).
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4.1.1
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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).
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4.1.2
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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).
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4.1.3
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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).
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4.2
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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).
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4.3
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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).
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4.4
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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).
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4.5
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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).
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4.6
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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).
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4.6.1
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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).
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4.6.2
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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).
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4.7
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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).
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4.8
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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).
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4.9
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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).
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4.10
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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).
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4.11
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Description of Securities (incorporated by reference to Exhibit 4.5 to the Current Report on Form 10-K filed on March 5, 2021).
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4.12
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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).
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5.1*
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Opinion of Hogan Lovells US LLP.
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23.1*
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Consent of Hogan Lovells US LLP (included in Exhibit 5.1).
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23.2*
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BDO USA, LLP.
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24.1*
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Power of Attorney (included on signature page hereto).
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* Filed herewith.
Exhibit 5.1
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Hogan Lovells US LLP
Harbor East
100 International Drive
Suite 2000
Baltimore, MD 21202
T +1 410 659 2700
F +1 410 659 2701
www.hoganlovells.com
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May 11, 2021
Board of Directors
Braemar Hotels & Resorts Inc.
14185 Dallas Parkway
Suite 1200
Dallas, TX 75254
Ladies and Gentlemen:
We are acting as counsel to
Braemar Hotels & Resorts Inc., a Maryland corporation (the “Company”), in connection with its registration statement
on Form S-8 (the “Registration Statement”), filed with the Securities and Exchange Commission under the Securities
Act of 1933, as amended (the “Act”) relating to the proposed offering of up to 2,100,000 newly issued shares
of the common stock, par value $0.01 per share (the “Common Stock”) of the Company (the “Shares”),
all of which shares are issuable pursuant to the Second Amended and Restated Braemar Hotels & Resorts Inc. 2013 Equity Incentive Plan,
as further amended effective May 11, 2021 (the “Plan”). This opinion letter is furnished to you at your request to
enable you to fulfill the requirements of Item 601(b)(5) of Regulation S-K, 17 C.F.R. § 229.601(b)(5), in connection
with the Registration Statement.
For purposes of this opinion letter, we have examined
copies of such agreements, instruments and documents as we have deemed an appropriate basis on which to render the opinions hereinafter
expressed. In our examination of the aforesaid documents, we have assumed the genuineness of all signatures, the legal capacity
of all natural persons, the accuracy and completeness of all documents submitted to us, the authenticity of all original documents, and
the conformity to authentic original documents of all documents submitted to us as copies (including pdfs). We also have assumed that
the Shares will not be issued in violation of the ownership limit contained in the Company’s charter. As to all matters of fact,
we have relied on the representations and statements of fact made in the documents so reviewed, and we have not independently established
the facts so relied on. This opinion letter is given, and all statements herein are made, in the context of the foregoing.
This opinion letter is based as to matters of
law solely on the Maryland General Corporation Law, as amended. We express no opinion herein as to any other statutes, rules or regulations.
Based upon, subject to and
limited by the foregoing, we are of the opinion that following (i) effectiveness of the Registration Statement, (ii) issuance of the
Shares pursuant to the terms of the Plan, and (iii) receipt by the Company of the consideration for the Shares
specified in the applicable resolutions of the Board of Directors and in the Plan, the Shares will be validly issued, fully
paid, and nonassessable.
Board of Directors
Braemar Hotels & Resorts Inc.
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May 11, 2021
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This opinion letter has been
prepared for use in connection with the Registration Statement. We assume no obligation to advise of any changes in the foregoing subsequent
to the effective date of the Registration Statement.
We hereby consent to the filing
of this opinion letter as Exhibit 5.1 to the Registration Statement. In giving this consent, we do not thereby admit that we are an “expert”
within the meaning of the Act.
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Very truly yours,
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/s/ Hogan Lovells US LLP
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HOGAN LOVELLS US LLP
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