DFAN14A 1 ea0205260-dfan14a_blackwells.htm DEFINITIVE PROXY STATEMENT

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

Ashford Hospitality Trust, Inc.
(Name of Registrant as Specified In Its Charter)

Blackwells Onshore I LLC

Blackwells Capital LLC
Jason Aintabi
(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 3, 2024, Blackwells Capital LLC (“Blackwells”) launched a website, www.MontyMustGo.com, to communicate with the stockholders of Ashford Hospitality Trust Inc. (the “Company”) in connection with the Company’s 2024 annual meeting of stockholders (the “2024 Annual Meeting”). Screenshots of the website are attached hereto as Exhibit 1.

Also on May 3, 2024, Blackwells sent a letter to representatives of the Company demanding that the Board immediately investigate Mr. Monty Bennett’s improper actions and the potential breaches of fiduciary duty and/or other wrongdoings related to The Dallas Express. A copy of the letter is attached hereto as Exhibit 2.

On May 5, 2024, Blackwells posted a copy of the letter on its website, www.MontyMustGo.com.

IMPORTANT ADDITIONAL INFORMATION

Blackwells, Blackwells Onshore I LLC, and Jason Aintabi (collectively, the “Participants”) are participants in the solicitation of proxies from the stockholders of the Company for the 2024 Annual Meeting. On May 2, 2024, the Participants filed with the U.S. Securities and Exchange Commission (the “SEC”) their definitive proxy statement and accompanying GOLD 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 GOLD 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 GOLD 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.

Exhibit 1

Exhibit 2

Robert Ritchie rritchie@velaw.com

Tel +1.214.220.7823

May 3, 2024

Alex Rose

Executive Vice President, General Counsel and Secretary

Ashford Hospitality Trust, Inc.

14185 Dallas Parkway, Suite 1200

Dallas, Texas 75254

Via Email

Dear Mr. Rose:

I write on behalf of Blackwells Capital LLC (“Blackwells”), an investment manager that beneficially owns approximately 1,000 shares of common stock of Ashford Hospitality Trust, Inc. (NYSE: AHT) (the “Company” or “Ashford”), to express its concern to the independent members of the Company’s board of directors (the “Board”) that Ashford’s founder and Chairman, Monty Bennett (“Mr. Bennett”), has misused Dallas Express Media (the “Dallas Express”), a purported 501(c)(3) non-profit corporation, for the private benefit of himself and Ashford. As discussed below, these improper actions expose Ashford to litigation, expense, and liability. Blackwells thus demands that the Board immediately investigate the potential breaches of fiduciary duty and/or other wrongdoing related to Mr. Bennett’s dealings with the Dallas Express.

Mr. Bennett and his wife, Sarah Zubiate-Bennett, are the co-founders of the Dallas Express. Together, they make up two-thirds of the Dallas Express’s three member board.1 And, the third director is Brian Wheeler, who also serves as the lead director of Ashford Inc.2 In order for the Dallas Express to maintain its status as a tax-exempt 501(c)(3) non-profit corporation, it must be able to establish “that it is not organized or operated for the benefit of private interests such as designated individuals, the creator or his family . . . or persons controlled, directly or indirectly, by such private interests.”3

Nonetheless, the Dallas Express has published an article praising Ashford’s “culture of service,” which contained “exclusive interview” access with Rob Hays, Ashford’s Chief Executive Officer.4 This is consistent with Mr. Bennett’s pattern and practice with respect to his simultaneous management of the Dallas Express and Ashford-related companies. For instance, the Dallas Express has noted that Ashford Inc. “co-sponsored” a community event.5 In addition, the Dallas Express has published that Ashford Inc. “partnered with the Metroplex Civic & Business Association (MCBA) to launch ‘Adopt-a-Block.’”6 In another instance, the Dallas Express reported that “the Ashford Group of Companies, contributed $25,000 to the Oak Cliff Skatepark private fundraising endeavor.”7

| 1 | See https://dallasexpress.com/org-structure/

| 2 | See id; https://ashfordinc.q4ir.com/corporate-governance/officers-directors/default.aspx

| 3 | 26 CFR 1.501(C)(3)-1(d)(1)(ii).

| 4 | See https://dallasexpress.com/city/local-businesses-remington-ashford-develop-a-culture-of-service/

| 5 | See https://dallasexpress.com/city/dx-publisher-doubles-down-on-supporting-police-civic-engagement/

| 6 | See https://dallasexpress.com/city/city-partners-with-nonprofit-to-clean-up-dallas/

| 7 | See https://dallasexpress.com/city/monty-sarah-bennett-donate-25k-to-oak-cliff-skate-park/

Vinson & Elkins LLP Attorneys at Law Austin Dallas Dubai Houston London Los Angeles New York Richmond San Francisco Tokyo Washington |  | Trammell Crow Center, 2001 Ross Avenue, Suite 3900 Dallas, TX 75201-2975 Tel +1.214.220.7700 Fax +1.214.220.7716 velaw.com

|  | Page 2

As it relates to Braemar Hotels & Resorts Inc. (“Braemar”), a company where Mr. Bennett is founder and Chairman, the Dallas Express has drafted five separate articles lodging attacks on Jason Aintabi, Blackwells’ Chief Investment Officer, since November 2023.8 Beyond the articles’ inaccuracies, it is clear that the only reason these articles were published at all is because Mr. Bennett has instructed the Dallas Express to assist Braemar in its dealings with Mr. Aintabi.

The first of the articles, dated November 1, 2023, takes issue with a letter that Blackwells sent to the Braemar Board.9 The only quotations in the article are from Mr. Bennett himself—attacking Mr. Aintabi for supposedly “harassing” Braemar.10 In a subsequent article, the Dallas Express lodges accusations against Mr. Aintabi concerning his purported “past hotel dealings.”11 Yet another contends that Mr. Aintabi has a “history of petty lawsuits.”12 The other articles are similar.

No objective reader of these articles would have any question about their intent: Mr. Bennett is plainly using the Dallas Express to advance his private interests in a public relations campaign, whether that be by painting Ashford in a positive light via articles containing exclusive interviews with Ashford’s CEO, or as a conduit to advance his private interests in a potential proxy campaign by Braemar against Blackwells. Indeed, Blackwells is aware of no other media outlet that covered Blackwells’ interactions with Braemar in any respect prior to the filing of litigation between Braemar and Blackwells. It is beyond implausible to suggest that it is a mere coincidence that the only media outlet to find this subject newsworthy—and not merely newsworthy, but worthy of five articles—just so happens to have been founded by the founder and Chairman of Braemar.

This concern is not specific to Blackwells. We are also aware of numerous other journalists who have raised similar concerns. For example, the Real Deal magazine noted that “[t]he Bennett-era Dallas Express has…published op-eds and stories with connections to Bennett” and that “[o]ther [Dallas Express] editorials come from allies Bennett has supported politically.”13 In addition, Steven Monacelli, a special investigative correspondent for the Texas Observer and publisher of Protean Magazine, has stated that the Dallas Express “operates as a mouthpiece for its wealthy publisher” and has noted, in an apparent reference to Mr. Bennett’s use of the Dallas Express to attack Blackwells, that “it is a conflict of interest to use your nonprofit website to attack stockholders in your publicly traded for profit company.”14 In our view, these journalists’ statements confirm that Blackwells is not alone in harboring grave concerns that the Dallas Express is being misused to serve the private interests of Mr. Bennett and Ashford.

| 8 | See https://dallasexpress.com/?s=aintabi

| 9 | This letter was non-public at the time, indicating that someone at Braemar provided this letter to the Dallas Express.

| 10 | See https://dallasexpress.com/business-markets/vinson-elkins-helps-new-york-activist-investor-invade-texas/

| 11 | See https://dallasexpress.com/national/blackwells-aintabi-accused-of-improper-conduct-in-past-hotel-dealings/

| 12 | See https://dallasexpress.com/national/litigious-investor-aintabi-has-history-of-petty-lawsuits/

| 13 | See https://therealdeal.com/magazine/national-may-2023/monty-bennetts-fire-and-brimstone-journey/

| 14 | See https://twitter.com/stevanzetti/status/1778079888848924713; https://twitter.com/stevanzetti/status/1778410534297051470

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Mr. Bennett’s improper use of the Dallas Express to further his private commercial interests places the Dallas Express at serious risk of losing its 501(c)(3) tax-exempt status, and being assessed penalties.15 And because some of these actions appear to be taking place at the behest of Ashford, they place Ashford at risk of (i) litigation relating to the revocation of the Dallas Express’s 501(c)(3) status, and (ii) facing the substantial expense and distraction of a potential Internal Revenue Service investigation into the improper use of the Dallas Express to further the interests of Ashford, which would require Mr. Bennett to devote significant time and resources in responding to any such investigations. Those investigations, whether by federal or state agencies or both, would place a particularly heavy burden on Ashford, in light of Mr. Bennett’s senior role there, and his obviously central role in directing the use of the Dallas Express to promote his business interests in violation of Treasury regulations.

Blackwells urges the Board to consider how Mr. Bennett’s and the Dallas Express’s actions are impacting stockholder confidence, and thus, negatively impacting Ashford’s value. In addition, Ashford is inviting scrutiny by the Securities and Exchange Commission relating to whether the Dallas Express is an undisclosed proxy participant.

Blackwells thus hereby demands that the Board immediately investigate Mr. Bennett’s improper actions and the potential breaches of fiduciary duty and/or other wrongdoing related to the Dallas Express.

Moreover, the Board has a fiduciary duty to oversee its management. Mr. Bennett’s improper actions in connection with the Dallas Express have been flaunted on the Dallas Express’s public website for months and should have been well known by any Board member exercising his or her fiduciary duties. Blackwells thus further demands that the Board investigate its system of oversight and the negligent and/or willful misconduct of the Board—and any committee thereof—in failing to adequately oversee Mr. Bennett’s improper actions with respect to the Dallas Express.

Please promptly let us know how the Board will respond to this letter.

| Very truly yours,
| /s/ Robert Ritchie
| Robert Ritchie

| 15 | 26 CFR 1.501(C)(3)-1(d)(1)(ii) (an organization may qualify as a 501(c)(3) only if “it serves a public rather than private interest”).