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 |
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):
| ☐ | 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 June 17, 2024, Blackwells Capital LLC (“Blackwells”)
issued a press release, a copy of which is attached hereto as Exhibit 1. A copy of the press release 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 2.
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 “Corporation”) for the Corporation’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 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.
The Corporation’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 Corporation’s Fifth Amended and Restated Bylaws, as amended (the “Bylaws”) and defective. On March 24, 2024, the
Corporation 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 Corporation’s stockholders. Ultimately, Blackwells believes the
Corporation’s claims have no merit. On April 11, 2024, Blackwells filed a Complaint in the District Court against the Corporation
and the Corporation’s directors. Blackwells alleges, among other things, that the Corporation 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 Corporation 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.
Exhibit 1
Blackwells Highlights Statements from Braemar’s
Definitive Proxy Filing
Notes Rampant Use of Terms ‘Related Party’
and ‘Conflicts of Interest’
Suggests Braemar’s Massive Stock Price
Decline Today is Justified
NEW YORK, June 17, 2024 (GLOBE NEWSWIRE) -- Blackwells Capital LLC
(“Blackwells”), a shareholder of Braemar Hotels & Resorts Inc. (“Braemar” or the “Company”) (NYSE:
BHR), commented on the filing of Braemar’s Definitive Proxy Statement (the “Definitive Proxy”) with the Securities and
Exchange Commission (the “SEC”) today.
Jason Aintabi, Chief Investment Officer of Blackwells, said:
“Braemar filed its Definitive Proxy and Braemar’s shares
finished down 7% while the markets took out record highs. Mr. Bennett wrote ‘As always, we will continue to look at ways to fulfill
our mission to create and protect stockholder value’ but: Braemar shares have lost over 90% of their value, Ashford Hospitality
Trust is down 99% and AINC is down 95%. Mr. Bennett has one of the worst track records of any manager in the history of REITs
– placatory announcements notwithstanding.”
Blackwells highlights excerpts it believes demonstrate that the current
Braemar board, at best, is completely disconnected from reality:
| 1. | “…our Board has focused on selecting experienced board candidates who will work together constructively with a focus
on operational excellence, financial strength, and the growth of stockholder value.” |
| 2. | “The Board believes that our leadership structure provides a very well-functioning and effective balance between strong company
leadership and appropriate safeguards and oversight by independent directors.” |
| 3. | “The Board recognizes the importance of ensuring that our overall business strategy is designed to create long-term value
for our stockholders and maintains an active oversight role in formulating, planning and implementing the Company's strategy.” |
| 4. | “Mr. Bennett is uniquely qualified to serve as a director of the Company and as the Chairman of the Board.” |
The term “Conflicts of Interest” is mentioned 13 times
in the Definitive Proxy. The term “Related Party” is mentioned 22 times. At the very end of the Definitive Proxy,
the Company uses 337 words to explain their unique way of measuring EBITDA with the partial justification “we believe these measurements
(i) more accurately reflect the ongoing performance of our hotel assets and other investments.”
We urge stockholders to vote their proxy on the
WHITE universal proxy card “FOR” each of the Blackwells nominees and the Blackwells proposals and put an end to the tomfoolery
that Mr. Bennett and his handpicked, unqualified Board subject stockholders to.
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)
proxy@mackenziepartners.com
Blackwells also encourages 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 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
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 stockholders of 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.
Exhibit 2
7
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