Notes Rampant Use of Terms โRelated Partyโ and โConflicts of Interestโ
Suggests Braemarโs Massive Stock Price Decline Today is Justified
NEW YORK, June 17, 2024 (GLOBE NEWSWIRE) -- Blackwells Capital LLC (โBlackwellsโ), a shareholder of Braemar Hotels & Resorts Inc. (โBraemarโ or the โCompanyโ) (NYSE: BHR), commented on the filing of Braemarโs Definitive Proxy Statement (the โDefinitive Proxyโ) with the Securities and Exchange Commission (the โSECโ) today.
Jason Aintabi, Chief Investment Officer of Blackwells, said:ย
โBraemar filed its Definitive Proxy and Braemarโs shares finished down 7% while the markets took out record highs. Mr. Bennett wrote โAs always, we will continue to look at ways to fulfill our mission to create and protect stockholder valueโ but: Braemar shares have lost over 90% of their value, Ashford Hospitality Trust is down 99% and AINC is down 95%. Mr. Bennett has one of the worst track records of any manager in theย history of REITs โ placatory announcements notwithstanding.โ
Blackwells highlights excerpts it believes demonstrate that the current Braemar board, at best, is completely disconnected from reality:
- โโฆour Board has focused on selecting experienced board candidates who will work together constructivelyย with a focus on operational excellence, financial strength, and the growth of stockholder value.โ
- โThe Board believes that our leadership structure provides a very well-functioning and effective balance between strong company leadership and appropriate safeguards and oversight by independent directors.โย
- โThe Board recognizes the importance of ensuring that our overall business strategy is designed toย create long-term value for our stockholders and maintains an active oversight role in formulating, planning and implementing the Company's strategy.โ
- โMr. Bennett is uniquely qualified to serve as a director of the Company and as the Chairman of the Board.โ
The term โConflicts of Interestโ is mentioned 13 times in the Definitive Proxy. The term โRelated Partyโ is mentioned 22 times. At the very end of the Definitive Proxy, the Company uses 337 words to explain their unique way of measuring EBITDA with the partial justification โwe believe these measurements (i) more accurately reflect the ongoing performance of our hotel assets and other investments.โ
We urge stockholders to vote their proxy on the WHITE universal proxy card โFORโ each of the Blackwells nominees and the Blackwells proposals and put an end to the tomfoolery that Mr. Bennett and his handpicked, unqualified Board subject stockholders to.
If you have any questions about voting your proxy or need replacement proxy materials, contact:
MacKenzie Partners, Inc.
+1 (800) 322-2885 (toll free for shareholders)
proxy@mackenziepartners.com
Blackwells also encourages shareholders to review Blackwellsโ materials, the details of its engagement with the Company, information about Blackwellsโ nominees, and other important information atย www.NoMoreMonty.com. Shareholders are also invited to follow Blackwellsโ campaign on X atย @nomoremontyย and Instagram atย @no_more_monty.
About Blackwells Capital
Blackwells is a multi-strategy alternative asset management firm that invests in public and private markets globally. Our public markets portfolio focuses on currencies, equities, credit and commodities. When necessary, we engage with public company boards to drive value for all stakeholders. Our private markets portfolio includes investments in space, clean energy, infrastructure, real estate and technology. Further information is available atย www.blackwellscap.com.
Contacts
Stockholders
MacKenzie Partners, Inc.
Toll Free: +1 (800) 322-2885
proxy@mackenziepartners.com
Media
Gagnier Communications
Dan Gagnier & Riyaz Lalani
646-569-5897
blackwells@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 โParticipantsโ) are participants in the solicitation of proxies from the stockholders of the Company for the Companyโs 2024 annual meeting of stockholders. On April 3, 2024, the Participants filed with the Securities and Exchange Commission (the โSECโ) their definitive proxy statement and accompanying WHITE universal proxy card in connection with their solicitation of proxies from the stockholders of the Company.
ALL STOCKHOLDERS OF THE COMPANY 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 COMPANY, 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 Companyโs stockholders and are, along with other relevant documents, available at no charge on the SECโs website atย 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 Companyโs board of directors has purported to reject as invalid our nominations to elect each of Blackwellsโ nominees and determined that our notice is purportedly non-compliant with the Companyโs Fifth Amended and Restated Bylaws, as amended (the โBylawsโ) and defective. On March 24, 2024, the Company 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 (the โDistrict Courtโ), seeking injunctive relief against solicitation of proxies by Blackwells and a declaratory judgment that Blackwellsโ nomination is invalid due to Blackwellsโ alleged violations of the Bylaws, and, as a result, Blackwellsโ slate of purported nominees is invalid and ineligible to stand for election by the Companyโs stockholders. Ultimately, Blackwells believes the Companyโs claims have no merit. On April 11, 2024, Blackwells filed a Complaint in the District Court against the Company and the Companyโs directors. Blackwells alleges, among other things, that the Company improperly rejected Blackwellsโ nomination notice, breached the Bylaws, and violated Section 14(a) of the Securities Exchange Act of 1934 by issuing false and misleading statements and failing to disclose The Dallas Express as a proxy participant. The action filed by the Company on March 24, 2024 and the action filed by Blackwells on April 11, 2024 have been consolidated (the โConsolidated Litigationโ). The Consolidated Litigation is currently stayed. The outcome of the Consolidated Litigation and any related litigation may affect our ability to deliver proxies submitted to us on the WHITE universal proxy card.
