Braemar Hotels & Resorts (BHR) Announces Pricing of $75 Million Convertible Senior Notes Offering

Braemar Hotels & Resorts Inc. (NYSE: BHR) (the "Company" or "Braemar") announced today the pricing of its private placement of $75 million aggregate principal amount of its 4.5% Convertible Senior Notes due 2026 (the "Notes"). Braemar has granted the initial purchaser of the Notes a 13-day option to purchase up to an additional $11.25 million aggregate principal amount of the Notes. Braemar expects to close the sale of the Notes on or about May 18, 2021, subject to the satisfaction of customary closing conditions.

The Notes will pay interest semi-annually at a rate of 4.5% per annum. The Notes will mature on June 1, 2026, unless earlier converted, redeemed or repurchased in accordance with their terms. The Notes will be senior unsecured obligations of Braemar, and will be convertible for cash, shares of the Company's common stock, or a combination of cash and shares of the Company's common stock, at Braemar's option. The initial conversion rate for the Notes will be 157.7909 shares of the Company's common stock per $1,000 principal amount of Notes and the initial conversion price will be approximately $6.34 per share of the Company's common stock. The initial conversion rate and initial conversion price are subject to adjustment in certain circumstances.

Braemar expects to use the net proceeds of the offering for general corporate purposes, including, but not limited to, repayment of a portion of its indebtedness, including amounts outstanding under its secured term loan, for capital expenditures or potential acquisitions.

The Notes will be sold to qualified institutional buyers (as defined under the Securities Act of 1933, as amended (the "Securities Act")) in reliance on Rule 144A of the Securities Act. The Notes and the common stock issuable upon conversion of the Notes will not be registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent 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 shall not constitute an offer to sell nor a solicitation of an offer to buy the Notes, the common stock issuable upon conversion of the Notes or any other securities and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale would be unlawful.

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