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
StockholdersMacKenzie 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 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.