Filed pursuant to
Rule 424(b)(5)
Registration No.
333-223799
Amendment No. 1 dated
August 12, 2020
(To prospectus supplement
dated October 31, 2018
and prospectus dated
May 17, 2018)
Up to
$50,000,000
Common Stock
This Amendment No. 1 (this
“amendment”)
amends our
prospectus supplement, dated
October 31, 2018
(as amended, the “prospectus
supplement
”), and the prospectus dated
May 17, 2018 (the “accompanying
prospectus”). This
amendment should be read in conjunction with the prospectus
supplement and the accompanying prospectus, including the documents
incorporated by reference therein, each of which are to be
delivered with this amendment. Except as set forth in
this amendment, the prospectus supplement and the accompanying
prospectus, as updated by the documents incorporated by reference
therein, remain unchanged.
On August 12, 2020, we
entered into an amendment to the equity distribution agreement,
dated December 11, 2017, as amended by Amendment No. 1 to the
equity distribution agreement, dated October 31, 2018, with
UBS Securities LLC (as amended, the “equity
distribution agreement”), relating to the shares of common stock
offered by the prospectus supplement and the accompanying
prospectus. In addition, effective August 10, 2020, Morgan
Stanley & Co. LLC elected to terminate its equity distribution
agreement and role as a sales agent in this offering. As a result
of such termination, no further offers or sales of our common stock
will be made through Morgan Stanley & Co. LLC pursuant to the
prospectus supplement and the accompanying prospectus. Accordingly,
all references to “Morgan Stanley & Co. LLC” and “Morgan
Stanley” in the prospectus supplement shall hereafter be deemed to
be deleted, all references to the “sales agent” or the “sales
agents” in the prospectus supplement shall hereafter be deemed to
exclude Morgan Stanley & Co. LLC and refer to a single “sales
agent,” and all references to the “equity distribution agreement”
or the “equity distribution agreements” in the prospectus
supplement shall be deemed to mean the equity distribution
agreement.
Our common stock is listed on
the New York Stock Exchange under the symbol “BHR.” On
August 11, 2020, the last reported sales price of our common
stock on the New York Stock Exchange was $3.06 per
share.
Our common stock is subject to
certain restrictions on ownership designed to preserve our
qualification as a real estate investment trust for federal income
tax purposes. See “Restrictions on Ownership and Transfer” in the
accompanying prospectus.
Investing in our common stock
involves a high degree of risk. Risks associated with an investment
in our common stock are described under the heading “Risk Factors”
on page S-3 of the prospectus supplement, page 7 of the
accompanying prospectus and in our Annual Report on Form 10-K for
the year ended December 31, 2019 filed under the Securities
Exchange Act of 1934, as amended (the “Exchange
Act”), as updated by
our Quarterly Report on Form 10-Q for the quarterly period ended
June 30, 2020 and our subsequent filings under the Exchange
Act, which are incorporated by reference into the prospectus
supplement and the accompanying prospectus.
Neither the Securities and
Exchange Commission nor any state securities commission has
approved or disapproved of these securities, or determined if this
amendment, the prospectus supplement or the accompanying prospectus
is truthful or complete. Any representation to the contrary is a
criminal offense.
UBS Investment
Bank
The date of this Amendment No.
1 to Prospectus Supplement is August 12, 2020
