The Company is filing this Amendment No.
1 to Current Report on Form 8-K/A solely to furnish a copy of the
corrected earnings release tables reflecting the adjustments as
Exhibit 99.1 of this Amended Form 8-K. true0001574085 0001574085
2020-10-28 2020-10-28 0001574085
us-gaap:SeriesBPreferredStockMember 2020-10-28 2020-10-28
0001574085 us-gaap:SeriesDPreferredStockMember 2020-10-28
2020-10-28 0001574085 us-gaap:CommonStockMember 2020-10-28
2020-10-28
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K/A
(Amendment
No. 1)
CURRENT
REPORT
PURSUANT TO
SECTION 13 OR 15(d)
OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of
Report (date of earliest event reported):
October 28, 2020
BRAEMAR HOTELS
& RESORTS INC.
(Exact name
of registrant as specified in its charter)
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Maryland
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001-35972
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46-2488594
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(State or
other jurisdiction of incorporation or organization)
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(Commission
File Number)
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(IRS
employer identification number)
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14185 Dallas
Parkway
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Suite
1100
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Dallas
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Texas
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75254
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(Address of
principal executive offices)
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(Zip
code)
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Registrant’s
telephone number, including area code: (972) 490-9600
Not
Applicable
(Former
name or former address, if changed since last report)
Check the
appropriate box if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
☐
Written
communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
☐
Soliciting
material pursuant to Rule 14-a-12 under the Exchange Act (17 CFR
240.14a-12)
☐
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
☐
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
Indicate by
check mark whether the registrant is an emerging growth company as
defined in Rule 405 of the Securities Act of 1933 (§230.405 of this
chapter) or Rule 12b-2 of the Securities Exchange Act of 1934
(§240.12b-2 of this chapter).
Emerging growth
company ☐
If an emerging
growth company, indicate by check mark if the registrant has
elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided
pursuant to Section 13(a) of the Exchange Act. ☐
Securities
registered pursuant to Section 12(b) of the Act:
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Title of each
class
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Trading
Symbol(s)
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Name of each exchange on
which registered
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Common
Stock
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BHR
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New
York Stock Exchange
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Preferred
Stock, Series B
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BHR-PB
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New
York Stock Exchange
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Preferred
Stock, Series D
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BHR-PD
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New
York Stock Exchange
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EXPLANATORY
NOTE
On October 28,
2020, Braemar Hotels & Resorts Inc. (the “Company”) issued a
press release announcing its financial results for the third
quarter ended September 30, 2020, and furnished the press release
on a Current Report on Form 8-K (the “Original Form 8-K”).
Additionally, on July 30, 2020, the Company issued a press release
announcing its financial results for the second quarter ended June
30, 2020, and furnished the press release on a Current Report on
Form 8-K.
In such press
releases and Current Reports on Form 8-K, dated October 28, 2020
and July 30, 2020, the Company reversed default interest and late
charges under its troubled debt restructurings immediately in the
period that the relevant forbearance agreement was signed as a
result of there being no contractual obligation to pay the default
interest and late charges. Subsequent to the issuance
of such financial results, the Company corrected the
manner in which it accounted for default interest and late charges
under its troubled debt restructurings, such that all accrued
default interest and late charges were capitalized into the
applicable loan balances and will be amortized over the remaining
term of the loan using the effective interest method.
The Company is
filing this Amendment No. 1 to Current Report on Form 8-K/A (this
“Amended Form 8-K”) solely to furnish copies of the corrected
earnings release tables for the second quarter and third quarter
reflecting the adjustments as Exhibit 99.1 of this Amended Form
8-K.
The information
in this Amended Form 8-K and exhibits attached hereto shall not be
deemed “filed” for purposes of Section 18 of the Securities
Exchange Act of 1934, nor shall it be deemed incorporated by
reference in any filing under the Securities Act of
1933.
ITEM
9.01 FINANCIAL STATEMENTS AND
EXHIBITS.
(d) Exhibits
Exhibit
Number Description
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104
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Cover Page
Interactive Data File (formatted in Inline XBRL and contained in
Exhibit 101)
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SIGNATURE
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.
Dated: November
9, 2020
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BRAEMAR HOTELS & RESORTS
INC.
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By:
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/s/ Deric S.
Eubanks
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Deric S. Eubanks
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Chief Financial
Officer
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