Braemar Series E
Redeemable Preferred Stock
Braemar Hotels & Resorts Series E
ASHFORD GROUP OF COMPANIES
Years of Experience
In Gross Assets
SUMMARY OF RISK FACTORS
An investment in our securities involves significant risks. Prior to making a decision about investing in our securities, and in consultation with your own financial, tax and legal advisors, you should carefully consider, among other matters, the following risk factors related to this offering, as well as the other risk factors incorporated by reference in this prospectus, from our most recent Annual Report on Form 10-K, subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K under the headings “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” as applicable, and other filings we may make from time to time with the SEC.
- There is no public market for the Series E Preferred Stock and we do not expect one to develop.
- The Series E Preferred Stock is subordinated in right of payment to our existing and future debt, and your interests could be diluted by the issuance of additional preferred stock, and by other transactions.
- The change of control conversion and redemption features of the Series E Preferred Stock may make it more difficult for a party to take over our company or discourage a party from taking over our company.
- Dividends on our preferred stock, including the Series E Preferred Stock, are discretionary. We cannot guarantee that we will be able to pay dividends in the future or what the actual dividends will be for any future period.
- The Series E Preferred Stock has not been rated.
- We will be required to terminate this offering if our common stock is no longer listed on the NYSE or another national securities exchange.
- In the event you exercise your option to redeem Series E Preferred Stock, our ability to redeem such shares of Series E Preferred Stock may be subject to certain restrictions and limits.
- Shares of Series E Preferred Stock may be redeemed for shares of common stock, which rank junior to the Series E Preferred Stock with respect to dividends and upon liquidation, dissolution or winding up of our affairs.
- The Series E Preferred Stock will bear a risk of early redemption by us.
- The amount of your liquidation preference is fixed and you will have no right to receive any greater payment regardless of the circumstances.
- Upon the sale of any hotel properties, holders of Series E Preferred Stock do not have a priority over holders of our common stock regarding return of capital.
- We established the offering price and other terms for the Series E Preferred Stock pursuant to discussions between us and our dealer manager; as a result, the actual value of your investment may be
substantially less than what you pay.
- We intend to use the net proceeds from this offering to fund future investments and for other general corporate and working capital purposes, but this offering is not conditioned upon the closing of properties in our current pipeline and we will have broad discretion to determine alternative uses of proceeds.
- Your percentage of ownership may become diluted if we issue new shares of stock or other securities, and issuances of additional preferred stock or other securities by us may further subordinate the rights of the holders of our common stock (which you may become upon receipt of redemption payments in shares of our common stock).
- Our ability to pay dividends and redeem shares of Series E Preferred Stock may be limited by the requirements of Maryland law.
- Investors in the Series E Preferred Stock will not enjoy the protections afforded by registration of this offering under state securities laws.
- Your ownership of Series E Preferred Stock is subject to the ownership limits contained in our charter.
- Past performance is not indicative of future results. No investment is risk-free.
- All investments have risk including loss of investment. Please carefully read and review the risk factors section of the applicable offering document(s).
This material contains forward-looking statements that are subject to risks and uncertainties. These forward-looking statements include information about possible or assumed future results of our business, financial condition, liquidity, results of operations, plans and objectives. These forward-looking statements are based on our beliefs, assumptions, and expectations of our future performance, taking into account all information currently available to us. You should not place undue reliance on these forward-looking statements. These beliefs, assumptions, and expectations can change as a result of many possible events or factors, not all of which are known to us, and we cannot guarantee that we will achieve any or all of these expectations.
This sales and advertising literature does not constitute an offer to sell nor a solicitation of an offer to purchase the securities described herein. An offering is made only by the prospectus. This material must be preceded or accompanied by a prospectus. You should read the prospectus in order to understand fully all of the implications and risks of the offering of securities to which it relates. An investment in us should be made only after careful review of the prospectus. All information contained in this material is qualified in its entirety by the terms of the prospectus. The achievement of any goals or objectives is not guaranteed.