DALLAS, May 14, 2021 / PRNewswire / – Braemar Hotels & Resorts Inc. (NYSE: BHR) (the “Company” or “Braemar”) today announced pricing for its private placement of $ 75 million The total notional amount of the 20% 4.5% convertible bonds maturing (the “Notes”). Braemar has granted the initial buyer of the Notes a 13-day option to purchase up to an additional one $ 11.25 million Total notional amount of the Notes. Braemar expects to complete the sale of the Notes on or around the close May 18, 2021subject to customary closing conditions being met.

The bonds bear interest at 4.5% pa every six months. The bonds mature on June 1, 2026unless they have previously been converted, redeemed or repurchased in accordance with their terms. The Notes are senior unsecured obligations of Braemar and, at Braemar’s option, can be converted into cash, common stock of the Company or a combination of cash and common stock of the Company. The initial conversion rate for the Notes is 157.7909 common shares of the Company per annum $ 1,000 The nominal amount of the bonds and the initial conversion price are approximately $ 6.34 per share of the company’s common stock. The initial conversion rate and the initial conversion price can be adjusted in certain circumstances.

Braemar expects to use the net proceeds of the Offering for general corporate purposes including, but not limited to, the repayment of a portion of its debt, including the outstanding amounts on its secured term loan, for investments or potential acquisitions.

The Notes are being sold to qualified institutional buyers (within the meaning of the Securities Act of 1933, as amended (the “Securities Act”)) in accordance with Rule 144A of the Securities Act. The Notes and common stock that may be issued upon conversion of the Notes will not be registered under the Securities Act or state securities laws and may not be offered or sold The United States lack of registration or an applicable exemption from such registration requirements, except in limited circumstances in connection with the exercise of the Issuer Conversion Option.

This press release does not constitute an offer to sell or the solicitation of an offer to buy the Notes, the common shares issued upon conversion of the Notes or any other security and does not constitute an offer, solicitation or sale in any jurisdiction in which the The case is offer, advertising or sale would be illegal.

Forward-Looking Statements

Certain statements and assumptions in this press release contain or are based on “forward-looking” information and are made in accordance with the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements in this press release include: but are not limited to, statements about the offering and the use of proceeds from the offering. These forward-looking statements are subject to risks and uncertainties. When we use the words “likely to 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 beyond Braemar’s control.

These forward-looking statements are subject to known and unknown risks and uncertainties that could cause actual results to differ materially from those anticipated, including, but not limited to, the effects of COVID-19 and the acceptability and effectiveness of vaccines for preventing COVID-19 about our business and investment strategy; the timing and outcome of the Securities and Exchange Commission’s investigation; our ability to repay, refinance or restructure our debts and the debts of some of our subsidiaries; anticipated or anticipated purchases or sales of assets; our forecast operating results; Completion of pending transactions; our understanding of our competition; Market trends; planned investments; the impact of technology on our business and our business; general volatility of the capital markets and the market price of our common and preferred shares; Availability, conditions and use of capital; Availability of qualified personnel; Changes in our industry and the markets in which we operate, interest rates or the general economy; and the degree and nature of our competition. These and other risk factors are discussed in more detail in Braemar’s filings with the Securities and Exchange Commission.

The forward-looking statements contained in this press release speak only as of the date of this press release. Such forward-looking statements are based on our beliefs, assumptions and expectations regarding our future performance, taking into account all information currently known to us. These beliefs, assumptions, and expectations can change due to many potential events or factors, all of which we are not aware of. In the event of a change, our business, financial condition, liquidity, results of operations, plans and other goals could differ materially from those set out in our forward-looking statements. You should carefully consider this risk when making an investment decision in relation to our securities. Investors should not place undue reliance on these forward-looking statements. The company cannot guarantee that these forward-looking statements will be achieved or that there will be no discrepancies. We are under no obligation to publicly update or revise any forward-looking statements as a result of new information, future events or circumstances, changes in expectations, or for any other reason, except as required by law.

SOURCE Braemar Hotels & Resorts Inc.