BRAEMAR HOTELS & RESORTS ANNOUNCES INITIATION OF SALE PROCESS

DALLAS, Aug. 26, 2025 /PRNewswire/ -- The Board of Directors of Braemar Hotels & Resorts Inc. ("Braemar" or the "Company") (NYSE:BHR) today announced that it is initiating a process for the sale of the Company.

The Board of Directors of the Company formed a Special Committee comprised solely of independent and disinterested directors to explore a range of strategic alternatives, aimed at maximizing both near- and long-term shareholder value. After reviewing various strategic options to maximize value for shareholders, the Board has determined that it is in the best interests of the Company and its shareholders to pursue a sale of the Company.  Accordingly, the Company, together with its financial advisor, Robert W. Baird & Co. Inc. ("Baird"), is initiating the sale process immediately, including soliciting interest from potential buyers and coordinating customary information sharing.

Braemar's predominantly luxury hotel portfolio has consistently achieved the highest RevPAR among publicly traded lodging REITs, reflecting its strong market positioning. Luxury properties, like those in Braemar's portfolio, have historically led RevPAR growth due to their prime locations and limited competitive supply. The portfolio includes nine resort and five urban properties, operated under respected brands such as Ritz-Carlton Reserve, Four Seasons, Ritz Carlton, Park Hyatt, Autograph Collection by Marriott, Hilton, and Sofitel. The Braemar portfolio is performing extremely well with year-to-date RevPAR growth of 2.9% through June 30, 2025 while the overall U.S. Hotel Industry achieved RevPAR growth of 0.8% through June 30, 2025, according to STR.

The high-quality nature of the Company's portfolio has attracted multiple activist investors over the years.  It is not believed that a luxury RevPAR lodging REIT like Braemar can flourish in today's market environment due to the historically low EBITDA multiple lodging REITs are achieving as well as the ongoing activism the Company has received. This same dynamic occurred with Strategic Hotel & Resorts, another luxury lodging REIT that after several years of undervaluation and activism, explored strategic alternatives and ultimately was sold in an all-cash transaction. 

Richard Stockton, CEO of Braemar Hotels & Resorts, said, "We've built a high-quality portfolio that is well-positioned to attract significant interest from private market buyers. With improving economic conditions, continued strength in industry performance, limited new room supply, and healthy consumer spending, I believe we are entering a favorable environment for a potential sale."

In conjunction with this process, Braemar and its external advisor, Ashford Inc. ("Ashford"), have executed a letter agreement ("Letter Agreement") with respect to the Fifth Amended and Restated Advisory Agreement, dated as of April 13, 2018 (as amended, the "Advisory Agreement") pursuant to which the parties agree that, while a fair and reasonable calculation of all amounts due from the Company to Ashford would be significantly higher, Ashford has agreed to accept $480 million (the "Company Sale Fee") in the context of a transaction that results in a change of control of the Company that terminates the Advisory Agreement. This amount is a material discount from what would otherwise be due and payable according to the calculation within the Advisory Agreement.

The most significant portion of the Company Sale Fee is calculated as a multiple of the net earnings of Ashford derived from the Advisory Agreement (the "Net Earnings").  In the Company's 2021 first quarter Form 10-Q, the Company reported Net Earnings of $13.4 million.  Based on that amount, and the other computational inputs relevant at that time, the termination fee payable to Ashford would have been approximately $224 million at that time.  Due to the significant growth of the Company's portfolio, among other factors, the Net Earnings as of March 31, 2025 was $38.7 million. However, as a result of the negotiations between the parties, the agreed upon Company Sale Fee of $480 million implies lower net earnings of $32.1 million.  The calculated amounts are shown in the table below.

Ashford received $17 million (the "Advance Payment") of the agreed Company Sale Fee upon the execution of the Letter Agreement, which amount will be credited against the Company Sale Fee in the event the Company is sold prior to July 1, 2028. If the Company does not complete a change of control transaction by that time, the Advance Payment will be credited by Ashford against any amounts becoming due and payable by the Company to Ashford under the Advisory Agreement. In addition, any buyer of the Company will be required to assume the master project management agreement between the Company and Premier Project Management, LLC and the master hotel management agreement between the Company and Remington Lodging & Hospitality, LLC (together, the "Master Agreements").  However, the Special Committee of the Board and the Independent Directors have negotiated that such documents may be completely canceled by the buyer for an additional payment of $25 million to be paid to Ashford at the time of closing of any sale of the Company.

Rebeca "Becky" Odino-Johnson, Chairperson of the Special Committee, said, "We explored multiple alternatives for Braemar including a potential internalization of management. However, given the sustained disconnect between our share price and our iconic portfolio's intrinsic real estate value, the Board believes pursuing a sale process is the right step at this time. The Board also believes that this is the best opportunity for shareholders to realize a premium to the existing share price."  She continued, "The termination fee payable to Ashford upon a sale of the Company has increased considerably over the last few years as a result of the growth of the portfolio and the additional services Ashford provides to the Company and its hotels. She concluded, "As this process moves forward, we will remain focused on executing our business plan and generating optimal returns from our assets to deliver maximum value to shareholders in the context of the anticipated transaction."

Monty J. Bennett, Chairman of the Board of Braemar Hotels & Resorts said, "When we created Braemar back in 2013, our hope was that Braemar's high-quality portfolio and strong property performance would result in an attractive valuation giving the Company an attractive cost of capital for growth. While Braemar has traded at a similar multiple to its publicly-traded lodging REIT peers, the reality is that the public markets have not been friendly to lodging REITs, including Braemar. This fact, along with the constant shareholder activism that Braemar has experienced, has led us to conclude that a sale of the Company is the best way to maximize value for shareholders. Hotel portfolios like the Braemar portfolio do not come to the market very often, and we believe the opportunity to acquire this iconic portfolio will attract significant buyer interest from around the world and result in an attractive valuation for shareholders." 

Beyond the value of its hotels, Braemar also owns excess land at its Ritz-Carlton Sarasota, Four Seasons Resort Scottsdale, and Ritz-Carlton Lake Tahoe properties.  At the time of acquisition, this excess land was attributed a value of $9.7 million at The Ritz-Carlton Sarasota, which was acquired in 2018, $8.4 million at The Ritz-Carlton Lake Tahoe, which was acquired in 2019, and $17.8 million at the Four Seasons Resort Scottsdale, which was acquired in 2022. The Company also had $68 million of positive net working capital at June 30, 2025. In early August, the Company announced the closing of the sale of the Marriott Seattle Waterfront resulting in $50.8 million of net proceeds. The total indebtedness of the Company is currently approximately $1.172 billion, and the current liquidation value of its outstanding preferred stock is approximately $473 million. The Company's share count currently stands at 73.6 million fully diluted shares outstanding, which is comprised of 68.2 million shares of common stock and 5.4 million OP units. The Braemar portfolio currently consists of the following hotels:

The Company recently entered into a non-binding Letter of Intent with a potential buyer for the sale of the 410-room Clancy hotel in San Francisco, California for a purchase price of $115 million.  The sale price represents a 4.5% capitalization rate on net operating income for the trailing 12 months ended June 30, 2025. The transaction is expected to close in the fourth quarter, subject to customary conditions. The Company provides no assurances that the sale will be completed on these terms or at all.

There is no deadline or definitive timetable set for completion of the sale process and there can be no assurance that this process will result in a sale of the Company. Braemar does not expect to disclose or provide an update concerning developments related to this process unless and until the Board of Directors has approved a specific transaction or other course of action requiring disclosure, or the Company determines that a disclosure is required by law or otherwise deemed appropriate.

Braemar has engaged Baird as its financial advisor and White & Case LLP as its legal advisor in conjunction with Braemar's review of its strategic alternatives.

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Braemar Hotels & Resorts is a real estate investment trust (REIT) focused on investing in luxury hotels and resorts.

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SOURCE Braemar Hotels & Resorts, Inc.