Highlights Mr. Bennettâs Expertise in Shareholder Value Extraction
Urges Shareholders to Vote FOR Blackwellsâ Nominees and Proposals
NEW YORK, June 11, 2024 (GLOBE NEWSWIRE) -- Blackwells Capital LLC (âBlackwellsâ), a shareholder of Braemar Hotels & Resorts Inc. (âBraemarâ or the âCompanyâ) (: BHR), responded to a press release issued by Braemar today.
Jason Aintabi, Chief Investment Officer of Blackwells, said:
âIf Mr. Bennett really âtakes his responsibility to protect the best interests of shareholders seriouslyâ as he stated earlier today, he would look at the share price declines of every REIT he has touched and acknowledge that he is among the worst managers in the history of US listed REITs. Mr. Bennettâs primary expertise rather appears to be in the field of âshareholder value extractionâ-- where we award him a gold medal.â
Blackwells calls out Mr. Bennettâs fictions.. (again..):
- Mr. Bennett said Blackwellsâ campaign âfrom the start has been defined by smear tactics and personal attacks.â Mr. Bennett has a pattern of smearing and suing shareholders who bring attention to his shady external advisory agreement with Ashford Inc. (or otherwise call out his unique skillsets), including the smear tactics and personal attacks against Blackwells in a series of articles published in a ânewspaperâ he controls, in a manner we believe violates securities laws.
- Mr. Bennett labels the Blackwells nominees as âhandpickedâ. The Blackwells nominees are all independent, all highly qualified, all outraged at the governance of the Company and are all willing to step in and defend shareholders. Just a quick glance at the ever-increasing fee stream paid to Ashford Inc. will enlighten even the most uninformed shareholder as to why Mr. Bennett is fighting desperately to keep skilled, independent directors out of his boardroom.
- Mr. Bennett claims that Blackwellsâ intention is âtaking over the Braemar Board of Directors without paying a control premiumâ. Either Mr. Bennett does not understand how proxy contests work, or he is deliberately misleading shareholders. We believe it is the latter. Blackwells wants independent directors to examine the shady âAdvisory Agreementâ and understand how Mr. Bennett has increased his fee stream by 600% while shareholders have suffered a 90% decline in share price. The current Board members are clearly not interested in figuring that magic trick out.
- Mr. Bennett said that Blackwells has a âhistory of running misguided, unsuccessful efforts.â Blackwells has created tens of billions of dollars in value for fellow shareholders in its public campaigns, while Mr. Bennett has turned every REIT he has ever gotten his fingers on into illiquid, mismanaged and debt-ridden disasters.
Blackwells urges all Braemar shareholders to vote their proxy on the WHITE universal proxy card âFORâ each of the Blackwells nominees and the Blackwells proposals. Blackwells recommends shareholders vote âAGAINSTâ Braemarâs executive compensation resolution.
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)
[email protected]
Blackwells also encourages shareholders to review Blackwellsâ materials, the details of its engagement with the Company, information about Blackwellsâ nominees, and other important information at www.NoMoreMonty.com. Shareholders are also invited to follow Blackwellsâ campaign on X at @nomoremonty and Instagram at @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 at www.blackwellscap.com.
Contacts
Stockholders
MacKenzie Partners, Inc.
Toll Free: +1 (800) 322-2885
[email protected]
Media
Gagnier Communications
Dan Gagnier & Riyaz Lalani
646-569-5897
[email protected]
IMPORTANT ADDITIONAL INFORMATION
Blackwells, Blackwells Onshore I LLC, Jason Aintabi, Michael Cricenti, Jennifer M. Hill, Betsy L. McCoy and Steven J. Pully (collectively, the âParticipantsâ) are participants in the solicitation of proxies from the stockholders of the Company for the Companyâs 2024 annual meeting of stockholders. On April 3, 2024, the Participants filed with the Securities and Exchange Commission (the âSECâ) 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 Companyâs stockholders and are, along with other relevant documents, available at no charge on the SECâs 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 Companyâs board of directors has purported to reject as invalid our nominations to elect each of Blackwellsâ nominees and determined that our notice is purportedly non-compliant with the Companyâs Fifth Amended and Restated Bylaws, as amended (the âBylawsâ) 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 âDistrict Courtâ), seeking injunctive relief against solicitation of proxies by Blackwells and a declaratory judgment that Blackwellsâ nomination is invalid due to Blackwellsâ alleged violations of the Bylaws, and, as a result, Blackwellsâ slate of purported nominees is invalid and ineligible to stand for election by the Companyâs stockholders. Ultimately, Blackwells believes the Companyâs claims have no merit. On April 11, 2024, Blackwells filed a Complaint in the District Court against the Company and the Companyâs directors. Blackwells alleges, among other things, that the Company improperly rejected Blackwellsâ 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 âConsolidated Litigationâ). 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.