Shareholder Campbell Capital Management Speaks Out in Support of Blackwellsâ Campaign for Change at Braemar
Blackwells Urges Shareholders to Vote FOR Blackwellsâ Nominees and Proposals
NEW YORK, June 21, 2024 (GLOBE NEWSWIRE) -- Blackwells Capital LLC (âBlackwellsâ), a shareholder of Braemar Hotels & Resorts Inc. (âBraemarâ or the âCompanyâ) (: BHR), today released a letter to its fellow shareholders. The full text of the letter can be found on the following page and at www.NoMoreMonty.com.
Jason Aintabi, Chief Investment Officer of Blackwells, said:
âMr. Bennett, under the cover of conflicted and inept boards, has squashed every public company stock that he has ever gotten his hands on. Mr. Bennett, his father Archibald, and their cronies, have simultaneously pulled out nearly a billion dollars of fees across the entities they âmanageâ on shareholders behalfs. Mr. Bennett has a troubling history of suffocating shareholder democracy and of fabricating tall tales to mislead shareholders. We believe Mr. Bennettâs time is up. We believe shareholders see through Mr. Bennettâs beguiling tactics, and understand that Mr. Bennett is looking out only for himself and his shady âAdvisory Agreementâ that enables a corporate piracy that is not found anywhere else in the public markets.â
âDespite pathetic failures in leadership and governance, and Mr. Bennettâs bellicose behaviour against shareholders, we are pleased that large Braemar shareholders like CCM and Brancous LP are writing public letters voicing their support of Blackwellsâ efforts to unlock value for all shareholders.â
Campbell Capital Management (âCCMâ), a large Braemar shareholder, recently wrote to Blackwells in support of Blackwellsâ campaign to return value to Braemarâs rightful owners. CCM wrote: âthere has been no long-term growth for anything under Mr. Bennettâs leadership.â CCM further commented that ââŚwe are certain that if the structure at Braemar is not changed, there will be little chance of unlocking true value⌠We have voiced our concerns and recommended changes many times over the years, and now is the time for a talented outfit like BlackwellsâŚmake those changes for the good of all shareholders.â The complete CCM letter can be found at www.nomoremonty.com.
Please vote your proxy on the WHITE universal proxy card âFORâ each of the Blackwells nominees and the Blackwells proposals, and 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.
June 21, 2024
Dear Fellow Braemar Shareholders,
As you may be aware, a proxy contest is taking place at Braemar Hotels & Resorts Inc. (âBraemarâ or the âCompanyâ). This is no ordinary election; while proxy contests occur with some frequency in healthy public markets, they are generally campaigns about different thoughts on strategy and on which leaders are best suited to guide the company moving forward.
Braemar shares are down over 90%, almost in a straight line, over a 10-year period while its current chairman, Montgomery Bennett, through his shady âAdvisory Agreementâ has collected hundreds of millions of dollars in fees from us and has seen his fee stream increase 600% over the same period. This campaign is about a conflicted, hand-picked board that provides cover to Monty Bennett and his father Archibald Bennett to pillage our company in a way not seen anywhere else in the public markets.
In fact, Montgomery has a pattern of squashing the share prices of companies he manages: Ashford Hospitality Trust Inc. (âAshford Hospitalityâ) and Ashford Inc. are both down even more than Braemar is. Ashford Hospitality is now a penny stock with a total market value of less than $40 million dollars. Ashford Inc., after having lost more than 95% of its value, is now being taken private by Montgomery while he deceitfully accuses Blackwells (who has no record of turning companies into penny stocks only to take them private) of doing so at Braemar.
The independent directors that Blackwells has nominated include Jennifer Hill, the former CFO of Bank of America Merrill Lynch, and Betsy McCoy, the current General Counsel of The Related Group. There is no record in the public domain of anything but positive attributes related to the Blackwells nominees- other than the character assassination campaign that Braemar has embarked on, to distract from their own wretched records. We point shareholders to the social media sites that Braemar has set up, entitled âExpel Blackwellsâ, to see for themselves the stupidity that Braemar is releasing in a pitiable attempt to hornswoggle shareholders.
Beyond publicly smearing Blackwells and its nominees, Braemar wants to chill Blackwellsâ campaign in its tracks. The Company amended its bylaws in the face of our nominations, filed frivolous litigation against us and has been telling shareholders it wonât count our votes. There is no length Montgomery Bennett will not go to, to preserve his pots of gold. For instance, at Ashford Hospitalityâ where Blackwells recently ran a VOTE WITHHOLD campaignâMonty Bennett and his sidekick, Kamal Jafarnia, were voted out by shareholders only to be reinstated by the entrenched board hours later. These individuals are laughing at shareholders and have no business being fiduciaries in the public markets whatsoever.
Braemar owns a collection of beautiful hotel assets that should be worth a lot of money. Until shareholders stand up to the corporate piracy taking place, we will never see that value. It will only continue to flow into Montgomery and Archibald Bennettâs pocketbooks.
Montgomery Bennett will say and do anything to keep independent voices out of the boardroom and far away from his shady Advisory Agreement. Shareholders should know that Braemarâs current directors, and everyone who profits from the Advisory Agreement will be held to account as soon as independent board members are installed. Blackwells expects that a reconstituted board will pursue the repatriation of all monies that were improperly extracted from Braemar, and the termination for cause of the unconscionable arrangement that enriches the Bennetâs and their cronies at our expense.
Please vote FOR the change that is urgently needed at Braemar.
Our campaign materials, including letters of support from some of Braemarâs largest shareholders, can all be viewed at www.nomoremonty.com. Shareholders are also invited to follow Blackwellsâ campaign on X at @nomoremonty and Instagram at @no_more_monty.
Blackwells is available to speak with any shareholder, large or small, at any time so please feel free to reach out with questions or comments.
Sincerely,
/s/
Jason Aintabi
Chief Investment Officer / Blackwells
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.