Blackwells Releases Letter to Fellow Braemar Hotels & Resorts Inc.’s Shareholders
02 Mai 2024 - 2:31PM
Blackwells Capital LLC (“Blackwells”), a shareholder of Braemar
Hotels & Resorts Inc. (“Braemar” or the “Company”) (NYSE: BHR)
in connection with its nomination of four highly qualified
candidates—Jennifer M. Hill, Betsy L. McCoy, Steven J. Pully and
Michael Cricenti (collectively, the “Blackwells Nominees”)—for
election to the board of directors of Braemar (the “Board”) at the
Company’s 2024 annual meeting of shareholders (the “2024 Annual
Meeting”) to be held on July 30, 2024, released a letter to its
fellow Braemar shareholders.
In its letter, Blackwells outlines the
overwhelming case for change at the Board including:
- The destruction of value;
- The Company’s advisory agreement
(the “Advisory Agreement”) with Ashford Hospitality Advisors LLC
(together with Ashford, Inc., “Ashford”), which we believe is
extortionary; and
- The termination fee payable to
Ashford and Mr. Monty Bennett.
Jason Aintabi, Chief Investment Officer of
Blackwells, said:
“We invite our fellow shareholders to review our
letter and join us in taking action to elect a Board who will act
in the best interests of all shareholders, not just Ashford and Mr.
Monty Bennett. We believe that Mr. Bennett knows there may be
sufficient grounds to terminate the Advisory Agreement for
cause, and caution shareholders to remain on high alert
for any further self-serving actions that Ashford will take to
extract value under this agreement at the expense of
shareholders.”
We encourage shareholders to review Blackwells’
materials, the details of its engagement with the Company,
information about Blackwells’ nominees, and other important
information at www.NoMoreMonty.com.
Shareholders are also invited to follow Blackwells’ campaign on
Twitter, @nomoremonty, and Instagram, @no_more_monty.
About Blackwells Capital
Blackwells Capital was founded in 2016 by Jason
Aintabi, its Chief Investment Officer. Since that time, it has made
investments in public securities, engaging with management and
boards, both publicly and privately, to help unlock value for
stakeholders, including shareholders, employees and communities.
Throughout their careers, Blackwells’ principals have invested
globally on behalf of leading public and private equity firms and
have held operating roles and served on the boards of media,
energy, technology, insurance and real estate enterprises. For more
information, please visit www.blackwellscap.com.
Contacts
ShareholdersMacKenzie Partners, Inc.Toll Free: +1 (800)
322-2885proxy@mackenziepartners.com
MediaGagnier CommunicationsDan Gagnier & Riyaz
Lalani646-569-5897blackwells@gagnierfc.com
IMPORTANT ADDITIONAL INFORMATION
Blackwells, Blackwells Onshore I LLC, Jason
Aintabi, Michael Cricenti, Jennifer M. Hill, Betsy L. McCoy and
Steven J. Pully (collectively, the “Participants”) are participants
in the solicitation of proxies from the shareholders of the
Corporation for the 2024 Annual Meeting. On April 3, 2024, the
Participants filed with the SEC their definitive proxy statement
and accompanying WHITE proxy card in connection
with their solicitation of proxies from the shareholders of the
Corporation.
ALL SHAREHOLDERS OF THE CORPORATION ARE
ADVISED TO READ THE DEFINITIVE PROXY STATEMENT, THE ACCOMPANYING
WHITE UNIVERSAL PROXY CARD AND OTHER DOCUMENTS RELATED TO THE
SOLICITATION OF PROXIES BY THE PARTICIPANTS, AS THEY CONTAIN
IMPORTANT INFORMATION, INCLUDING ADDITIONAL INFORMATION RELATED TO
THE PARTICIPANTS AND THEIR DIRECT OR INDIRECT INTERESTS IN THE
CORPORATION, BY SECURITY HOLDINGS OR OTHERWISE.
The definitive proxy statement and an
accompanying WHITE universal proxy card will be
furnished to some or all of the Corporation’s shareholders and are,
along with other relevant documents, available at no charge on the
SEC’s website at http://www.sec.gov/. In addition, the Participants
will provide copies of the definitive proxy statement without
charge, upon request. Requests for copies should be directed to
Blackwells.
The Company’s board of directors has purported
to reject as invalid our nominations to elect each of Blackwells’
nominees and determined that our notice is purportedly
non-compliant with the Bylaws and defective. On March 24, 2024,
Braemar brought suit against each of the Participants, Blackwells
Holding Co. LLC, Vandewater Capital Holdings, LLC, Blackwells Asset
Management LLC and BW Coinvest Management I LLC in the United
States District Court for the Northern District of Texas, seeking
injunctive relief against solicitation of proxies by Blackwells and
a declaratory judgment that Blackwells’ nomination is invalid due
to Blackwells’ alleged violations of the Company’s Bylaws, and, as
a result, Blackwells’ slate of purported nominees is invalid and
ineligible to stand for election by the Company’s shareholders.
Ultimately, we believe the Company’s claims have no merit. The
outcome of the Company’s lawsuit and any related litigation may
affect our ability to deliver proxies submitted to us on the
WHITE Universal Proxy Card.
Braemar Hotels and Resorts (NYSE:BHR)
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