BHR Braemar Hotels and Resorts Inc

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

SCHEDULE 14A

 

INFORMATION REQUIRED IN PROXY STATEMENT

 

SCHEDULE 14A INFORMATION

 

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934

 

Filed by the Registrant ☐

 

Filed by a Party other than the Registrant ☒

 

Check the appropriate box:

 

☐	Preliminary Proxy Statement

 

☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

 

☐	Definitive Proxy Statement

 

☒	Definitive Additional Materials

 

☐	Soliciting Material under §240.14a-12

 

Braemar Hotels & Resorts Inc.
(Name of Registrant as Specified In Its Charter)

 

Blackwells Capital LLC
Blackwells Onshore I LLC
Jason Aintabi
Michael Cricenti
Jennifer M. Hill
Betsy L. McCoy
Steven J. Pully
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

 

Payment of Filing Fee (Check all boxes that apply):

 

☒	No fee required

 

☐	Fee paid previously with preliminary materials

 

☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

 

 

 

On May 16, 2024, Blackwells Capital LLC (“Blackwells”) issued a press release, a copy of which is attached hereto as Exhibit 1. A copy of the press release is available on Blackwells’ website, www.NoMoreMonty.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 stockholders of Braemar Hotels & Resorts Inc. (the “Corporation”) for the Corporation’s 2024 annual meeting of stockholders. On April 3, 2024, the Participants filed with the Securities and Exchange Commission (the “SEC”) their definitive proxy statement and accompanying WHITE universal proxy card in connection with their solicitation of proxies from the stockholders of the Corporation.

 

ALL STOCKHOLDERS 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 stockholders 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 Corporation’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 Corporation’s Fifth Amended and Restated Bylaws, as amended (the “Bylaws”) and defective. On March 24, 2024, the Corporation 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 “District Court”), 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 Bylaws, and, as a result, Blackwells’ slate of purported nominees is invalid and ineligible to stand for election by the Corporation’s stockholders. Ultimately, Blackwells believes the Corporation’s claims have no merit. On April 11, 2024, Blackwells filed a Complaint in the District Court against the Corporation and the Corporation’s directors. Blackwells alleges, among other things, that the Corporation improperly rejected Blackwells’ 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 Corporation on March 24, 2024 and the action filed by Blackwells on April 11, 2024 have been consolidated (the “Consolidated Litigation”). 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.

 

 

Exhibit 1

 

Braemar Chairman Monty J. Bennett’s Smear Campaign Against Blackwells: Another Sad Reminder of His Fear of Transparency and Accountability to Shareholders

 

Blackwells Highlights the Continued Buffoonery of Monty Bennett

 

NEW YORK, May 16, 2024 (GLOBE NEWSWIRE) – Blackwells Capital LLC (“Blackwells”), a shareholder of Braemar Hotels & Resorts Inc. (“Braemar” or the “Company”) (NYSE: BHR), today responded to Braemar’s desperate attacks on Blackwells’ track record as a leading advocate for public company shareholders.

 

Jason Aintabi, Chief Investment Officer of Blackwells, said:

 

“Monty Bennett is scared, and it shows.  Earlier this week, Mr. Bennett was forced to resign from the board of Ashford Hospitality Trust, founded by his father.  That happened because the shareholders of Ashford Hospitality Trust decided to ‘vote out’ Monty from his board position there, as one leading publication put it, after Blackwells’ successful campaign.  Instead of respecting the all-important voice of shareholders, Mr. Bennett’s directors plugged him right back in.  Unlike Mr. Bennett, Blackwells believes that public company boards should respect the will of their shareholders.”

 

Mr. Aintabi continued:

 

“Now, in response to the success of our campaign at Ashford, Mr. Bennett has organized a comically inept smear campaign against Blackwells (funded by shareholders, no less) hoping that it will distract Braemar’s shareholders from focusing on the important corporate governance issues and the decimation of value that Blackwells has exposed.

 

It won’t work. Blackwells will never shy away from a fight, at its own expense, to defend the rights of shareholders. We have been successful in unlocking tens of billions of dollars of value over multiple campaigns at other companies in need of major governance overhauls. Mr. Bennett’s track record, on the other hand, is one of value destruction and turning companies he ‘runs’ into near penny stocks. The juxtaposition could not be more stark.

 

We invite shareholders to observe Mr. Bennett’s frenzied and hyperbolic social media campaign under the handle ‘Expel Blackwells’ which has attracted all of four followers, each of which appears to be on Braemar’s payroll. There, Mr. Bennett categorizes our recent campaign at Disney as being ‘costly’ and ‘failed’. The irony should not be lost upon anyone: Monty and his entrenched Board believe that a campaign focused on transparency and proper corporate governance was a failure. Bennett’s epithets ‘costly’ and ‘failed’ are more appropriate in the context of the shady Advisory Agreement that benefits him and his father to the detriment of Braemar’s shareholders.

 

We welcome shareholders to conduct a side-by-side comparison of the strength and independence of the Blackwells nominees—which include Jennifer Hill, the former CFO of Bank of America Merrill Lynch, and Betsy McCoy, the General Counsel of The Related Group—against the pitiful crop of current Braemar Board members, whose main qualification appears to be that they are ‘Friends of Monty.’ Until those individuals are ejected from the boardroom, Braemar will continue to suffer under the jackboot of an Advisory Agreement enabled by an unqualified Board that seems uniquely focused on the whims of Monty Bennett and his father Archie, instead of creating shareholder value. Until the job is done, we will continue to say it: Monty must go.”

 

For more information about Blackwells’ campaigns at Ashford and Braemar, visit www.montymustgo.com and www.nomoremonty.com.

 

 

About Blackwells Capital

 

Blackwells is a multi-strategy investment manager with a public markets focus on currencies, equities, credit and commodities. When necessary, we engage with public Boards to drive value for all stakeholders. Our private equity portfolio includes investments in space, clean energy, infrastructure, real estate and technology. Further information is available at 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 “Participants”) are participants in the solicitation of proxies from the stockholders of Braemar Hotels & Resorts Inc. (the “Company”) for the Company’s 2024 annual meeting of stockholders. On April 3, 2024, the Participants filed with the Securities and Exchange Commission (the “SEC”) 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 Company’s stockholders 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 Company’s Fifth Amended and Restated Bylaws, as amended (the “Bylaws”) 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 “District Court”), 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 Bylaws, and, as a result, Blackwells’ slate of purported nominees is invalid and ineligible to stand for election by the Company’s stockholders. Ultimately, Blackwells believes the Company’s claims have no merit. On April 11, 2024, Blackwells filed a Complaint in the District Court against the Company and the Company’s directors. Blackwells alleges, among other things, that the Company improperly rejected Blackwells’ 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 “Consolidated Litigation”). 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.

 

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