DFAN14A 1 ea0205135-dfan14a_blackwells.htm DEFINITIVE ADDITIONAL MATERIALS

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 o

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 and 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 2, 2024, Blackwells Capital LLC (“Blackwells”) issued a press release, a copy of which is attached hereto as Exhibit 1.

Also on May 2, 2024, Blackwells issued a letter to stockholders, a copy of which is attached hereto as Exhibit 2.

A copy of each the press release and the letter to stockholders is available on Blackwells’ website, www.NoMoreMonty.com.

From time to time, Blackwells and/or the other participants in its solicitation may make certain posts and/or reposts regarding the campaign to their respective social media pages, including each of their X (formerly known as Twitter) pages, Instagram pages and/or YouTube pages. A copy of the posts are attached hereto as Exhibit 3.

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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 the Corporation for the 2024 Annual Meeting. On April 3, 2024, the Participants filed with the Securities and Exchange Commission (the “SEC”) their definitive proxy statement and accompanying WHITE 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.

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Exhibit 1

Blackwells Releases Letter to Fellow Braemar Hotels & Resorts Inc.’s Shareholders

Braemar Board has Presided Over Massive Wealth Destruction and Value Transfer to Monty Bennett

Recommends Shareholders Elect Blackwells’ Highly Qualified Candidates to Serve All Shareholders

Visit www.NoMoreMonty.com and Follow Blackwells’ Campaign

on Twitter, @nomoremonty, and Instagram, @no_more_monty

NEW YORK, May 2, 2024 – 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.

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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

Shareholders

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 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.

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Exhibit 2

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Exhibit 3

Under the Board and CEO Monty Bennett's direction, $BHR’s share price is down ~90% since its peak in November 2013. #nomoremonty

We believe Braemar needs new voices in the boardroom that consider options to create value and fully explore holding Mr. Bennett accountable for the damage caused to Braemar shareholders.

Read more: https://bit.ly/4aVb3Cp #nomoremonty

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Since spinning off from Ashford Hospitality Trust, $BHR has underperformed its peers by ~95% — a total destruction of shareholder value in our view.

Read more about our plan for returning value to Braemar’s shareholders: https://bit.ly/4aVb3Cp #nomoremonty

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Braemar has the worst operating load as a percentage of its market capitalization of any of its peers at ~14x the hotel REIT peer average. #nomoremonty

This is not a sign of a healthy company — in fact, we believe, it indicates wild mismanagement by Mr. Bennett and $BHR’s Board.

Read more about our plan for restoring value to Braemar’s shareholders: https://bit.ly/4aVb3Cp #nomoremonty

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