UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
Braemar Hotels &
Resorts Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
10482B101
(CUSIP Number)
Mark Crockwell
Director
Al Shams Investments Limited
5B Waterloo Lane
Pembroke HM 08
Bermuda
+1 441 298 8104
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
July 25,
2024
(Date of Event which Requires Filing of this Statement)
If the filing
person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing
this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [ ]
Note: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing
information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. 10482B101 |
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13D |
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Page 2 of 7
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1. |
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NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY)
Al Shams Investments Limited |
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2. |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) [ ]
(b) [ ] |
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3. |
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SEC USE ONLY
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4. |
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SOURCE OF FUNDS (see instructions)
AF |
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5. |
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CHECK BOX IF
DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] |
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6. |
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CITIZENSHIP OR PLACE OF ORGANIZATION
Bermuda |
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
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SOLE VOTING POWER
-0- |
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8. |
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SHARED VOTING POWER
6,513,000 |
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9. |
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SOLE DISPOSITIVE POWER
-0- |
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10. |
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SHARED DISPOSITIVE POWER
6,513,000 |
11. |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,513,000 |
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12. |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(see instructions) [ ]
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13. |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.8% |
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14. |
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TYPE OF REPORTING PERSON (see instructions)
CO |
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CUSIP No. 10482B101 |
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13D |
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Page 3 of 7
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1. |
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NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY)
Wafic Rida Said |
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2. |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) [ ]
(b) [ ] |
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3. |
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SEC USE ONLY
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4. |
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SOURCE OF FUNDS (see instructions)
PF |
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5. |
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CHECK BOX IF
DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] |
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CITIZENSHIP OR PLACE OF ORGANIZATION
Canada |
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
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7. |
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SOLE VOTING POWER
-0- |
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8. |
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SHARED VOTING POWER
6,513,000 |
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9. |
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SOLE DISPOSITIVE POWER
-0- |
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10. |
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SHARED DISPOSITIVE POWER
6,513,000 |
11. |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,513,000 |
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12. |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(see instructions) [ ]
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13. |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.8% |
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14. |
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TYPE OF REPORTING PERSON (see instructions)
IN |
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CUSIP No. 10482B101 |
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13D |
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Page 4 of 7
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Item 1. Security and Issuer.
This statement on Schedule 13D (this “Schedule
13D”) relates to the common stock, $0.01 par value (the “Common Stock”), of Braemar Hotels & Resorts
Inc. (the “Issuer”). The principal executive offices of the Issuer are located at 14185 Dallas Parkway, Suite 1200,
Dallas, Texas 75254.
Item 2. Identity and Background.
(a) – (c)
This Schedule 13D is being filed by Al Shams
Investments Limited (“ASIL”), a Bermuda limited company, and Wafic Rida Said, a citizen of Canada (collectively,
the “Reporting Persons”). The principal business of ASIL is to serve as a holding company for investments. ASIL
is wholly owned by Mr. Said. The principal employment of Mr. Said is self-employed
businessman and philanthropist.
The business address of ASIL is 5B Waterloo Lane, Pembroke
HM 08, Bermuda. The business address of Mr. Said is 4ET N. 42A, Residence Saint Georges, Bloc A, 3 Av. De L’Annonciade, 98000 Monaco.
The following table sets forth the names,
business addresses and present principal occupation of each director of ASIL. Mr. Auckland is also the President of ASIL. ASIL does
not have any other executive officers. Each of the persons listed below is as a British citizen.
Name |
Business Address |
Present Principal Occupation |
Mark Crockwell |
5B Waterloo Lane, Pembroke HM 08 Bermuda |
Treasurer, Said Holdings Limited |
David Auckland |
5B Waterloo Lane, Pembroke HM 08 Bermuda |
Chief Executive Officer, Said Holdings Limited |
(d)-(e)
During the last five years, none of the Reporting Persons
nor, to the best of each Reporting Persons’ knowledge, any other person listed under (a)-(c) of this Item 2 above, has been (i)
convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial
or administrative body of competent jurisdiction as a result of which proceeding the Reporting Person or person is or was subject to a
judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities
laws or finding any violation with respect to such laws.
(f)
The information set forth under (a)-(c) of this Item
2 above is incorporated by reference.
Item 3. Source or Amount of Funds or Other Consideration.
The shares of Common Stock disclosed on this Schedule
13D were acquired by ASIL with working capital of ASIL and loans from its shareholder, Mr. Said. The aggregate purchase price of such
shares of Common Stock was $50,732,539.
The information set forth in Items 4 and 6 of this
Schedule 13D is incorporated by reference.
Item 4. Purpose of Transaction.
The Reporting Persons believe that the Issuer has an
attractive portfolio of hotel assets and that its Common Stock is undervalued in the stock market and represents an attractive investment
opportunity. ASIL and Mr. Said previously filed a Schedule 13G to report beneficial ownership of shares of Common Stock that were acquired
for that reason, and the Reporting Persons are now filing this Schedule 13D in connection with discussions that management of the Issuer
has proposed with the Reporting Persons, in anticipation of the annual meeting of stockholders currently scheduled to be held on July
30, 2024, regarding possible ways to enhance shareholder value.
The Reporting Persons may seek to continue to engage
in constructive discussions regarding the foregoing and/or alternative strategies and opportunities for the Issuer to enhance shareholder
value, and may consider and develop plans and make proposals with respect to the assets, operations, governance, organizational documents,
capital or corporate structure, dividend policy and/or strategic plans of the Issuer. In addition, the Reporting Persons intend to review
the investment in the Issuer disclosed on this Schedule 13D regularly and to continue to evaluate the Issuer’s business, performance
and prospects, and depending on these factors, overall market conditions and the availability of securities of the Issuer at prices that
would make the purchase or sale of such securities desirable, the Reporting Persons may increase or decrease the position in the Issuer
disclosed on this Schedule 13D. In connection with the foregoing, the Reporting Persons may consider and develop plans and make proposals
in which the Reporting Persons seek to engage or participate, seek representation on the Issuer’s Board of Directors and/or request
a waiver from the Issuer of the ownership limitations in the Issuer’s Articles of Amendment and Restatement. In addition, in connection
with the foregoing, the Reporting Persons may from time to time in the future express their views to, meet with and/or engage in discussions
with management, the Issuer’s Board of Directors, other shareholders or third parties, and/or formulate plans or proposals regarding
the Issuer, its assets or its securities, which may include one or more plans or proposals that relate to or would result in the actions
set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D.
The information set forth in Items 3 and 6 of this
Schedule 13D is incorporated by reference.
On June 3, 2024, Mr. Said sent an email to Monty J.
Bennett, the Chairman of the Issuer, and Richard J. Stockton, the Chief Executive Officer and President of the Issuer (the “June
3, 2024 Email”), setting forth certain recommendations relating to the management of the Issuer, including the termination of its
management agreement with Ashford Inc. and replacement of some directors with independent directors. The foregoing summary of the June
3, 2024 Email does not purport to be complete and is subject to, and qualified in its entirety by, the June 3, 2024 Email, a copy of
which is attached hereto as Exhibit 3 and incorporated herein by reference.
On July 4, 2024 Mr. Said sent an email to Mr. Stockton and Mr. Bennett
(the “July 4, 2024 Email”), expressing concerns about the terms of a Cooperation Agreement entered into on July 2, 2004
among the Issuer, Ashford Hospitality Trust, Inc. and Ashford Inc., on the one hand, and Blackwells Capital LLC, Blackwells Onshore I
LLC, Blackwells Holding Co. LLC, Vandewater Capital Holdings, LLC, Blackwells Asset Management LLC, BW Coinvest Management I LLC and Jason
Aintabi, on the other hand (the “Blackwells Parties”), regarding the withdrawal of the Blackwells Parties’ proxy campaign,
dismissal of pending litigation involving the parties and certain other matters. The foregoing summary of the July 4, 2024 Email
does not purport to be complete and is subject to, and qualified in its entirety by, the July 4, 2024 Email, a copy of which is attached
here as Exhibit 4 and incorporated herein by reference. The Cooperation Agreement was included as an exhibit to a current report
on Form 8-K filed by the Issuer on July 2, 2024.
On July 25, 2024 Mr. Said sent an email to Mr. Bennett and Mr. Stockton (the “July 25, 2024 Email”), expressing displeasure
and frustration at the status of discussions with the Issuer, reiterating key proposals in prior communications and requesting commitments
from the Issuer by the end of July 2024. The foregoing summary of the July 25, 2024 Email does not purport to be complete and is subject
to, and qualified in its entirety by, the July 25, 2024 Email, a copy of which is attached here as Exhibit 5 and incorporated herein by
reference.
Item 5. Interest in Securities of the Issuer.
(a)-(b)
The Reporting Persons may be deemed to beneficially
own an aggregate of 6,513,000 shares of Common Stock, which represents approximately 9.8% of the shares of Common Stock outstanding based
on the total number of shares of Common Stock outstanding as of May 7, 2024 as reported in the Issuer’s Quarterly Report on Form
10-Q filed with the Securities and Exchange Commission on May 9, 2024. All such shares of Common Stock are owned directly by ASIL.
(c)
During the past 60 days, the Reporting Persons
have not effected any transactions in the Common Stock.
(d)
No person other than ASIL has the right to receive
or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of the Common Stock reported on this
Schedule 13D.
(e)
Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
The Reporting Persons have entered into a Joint Filing
Agreement (the “Joint Filing Agreement”), dated as of May 21, 2024, pursuant to which they have agreed to the
joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of the Issuer to the extent required
by applicable law.
The foregoing summary of the Joint Filing Agreement
does not purport to be complete and is subject to, and qualified in its entirety by, the Joint Filing Agreement, a copy of which is attached
hereto as Exhibit 1 and incorporated herein by reference.
Except as described above in this Item 6, the Reporting
Persons do not have any contracts, arrangements, understandings or relationships with respect to the securities of the Issuer.
Item 7. Material to Be Filed as Exhibits.
1 |
Joint Filing Agreement, dated as of May 21, 2024, between Al Shams Investments Limited and Wafic Rida Said
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2 |
Power of Attorney, dated as of August 29, 2019, by Wafic Rafa Said (incorporated herein by reference to Exhibit 3 to the Schedule 13D filed by Al Shams Investments Limited et al. on August 29, 2019)
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3 |
Email, dated June 3, 2024, from Wafic Rida Said to Monty J. Bennett, the Chairman of the Issuer, and Richard J. Stockton, the Chief Executive Officer and President of the Issuer |
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4 |
Email, dated July 4, 2024, from Wafic Rida Said to Richard J. Stockton, the Chief Executive Officer and President of the Issuer, and Monty J. Bennett, the Chairman of the Issuer.
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5 |
Email, dated July 25, 2024, from Wafic Rida Said to Monty J. Bennett, the Chairman of the Issuer, and Richard J. Stockton, the Chief Executive Officer and President of the Issuer |
CUSIP No. 10482B101 |
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13D |
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Page 7 of 7
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SIGNATURE
After reasonable inquiry and
to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: July 29, 2024
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AL SHAMS INVESTMENTS LIMITED |
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By: /s/ Mark Crockwell |
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Name: Mark Crockwell |
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Title: Director |
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WAFIC RIDA SAID |
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By: /s/ Mark Crockwell |
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Name: Mark Crockwell |
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Title: Attorney-in-Fact |
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EXHIBIT 1
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on
Schedule 13D with respect to the common stock, $0.01 par value, of Braemar Hotels & Resorts Inc. dated as of the date hereof is, and
any further amendments thereto signed by each of the undersigned shall be, filed on behalf of each of the undersigned pursuant to and
in accordance with the provisions of Rule 13d-1(e) under the Securities Exchange Act of 1934, as amended.
Dated: May 21, 2024
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AL SHAMS INVESTMENTS LIMITED |
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By: /s/ Mark Crockwell |
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Name: Mark Crockwell |
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Title: Director |
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WAFIC RIDA SAID |
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By: /s/ Mark Crockwell |
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Name: Mark Crockwell |
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Title: Attorney-in-Fact |
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EXHIBIT 3
From: Wafic Rida Saïd
Sent: Monday, June 3, 2024 8:53:33 AM
To: Bennett, Monty
Cc: Stockton, Richard
Dear Monty, Richard,
I have been giving thought to the prospect of increasing my
group's shareholding in Braemar. Whilst I believe the current share price is not an accurate representation of the inherent value of
the assets, I am sure you can appreciate that, as things stand, there is a large degree of uncertainty around the future of the company.
As such, you can understand why it is difficult for my group to increase its exposure without first having clarity and assurances around
management and the Board’s plan to resolve matters.
In our zoom conversation, the concept of my group acquiring
more shares was discussed. You also suggested that you would provide shareholders with a proposal and various resolutions to the situation
within a matter of months. I hope you agree with me that the situation requires more immediate attention, and the sooner the shareholders
are informed the better.
With that in mind, I would like to take this opportunity to
formally put forward my recommendations. The below are recommendations that I believe address the company's core issues and would put
in place the foundations for future success.
The termination of the external management agreement with
Ashford Inc. Management of the assets to be conducted internally and under the direction of the CEO.
A revised affordable and clearly stated termination fee for
Ashford Inc, to compensate AINC for the loss of the external management agreement. Any sum put forward could be amortised over a period
of time - 10 years for example.
As you know, governance is a key component of market sentiment.
As such, I recommend beginning to replace some of the Board of Directors, to demonstrate the company's desire to have best in breed
independent directors. The nominees should be voted on in the upcoming annual general meeting or by July 30th.
As a key shareholder in Braemar, I hope you will take the
time to carefully consider my recommendations amongst your Board of Directors. I trust you will also appreciate that my interests lie
in realising value over the long term on behalf of all Braemar's shareholders. To that end, I anticipate that these recommendations reflect
the consensus of our shareholder base, and I would therefore urge you to resolve these points.
I will be grateful if you can let me have your response within
fortnight.
With warmest regards,
Wafic R. Saïd.
Exhibit 4
From: Wafic Rida Saïd
Sent: Thursday, July 4, 2024 5:58 PM
To: Stockton, Richard
Cc: Bennett, Monty
Subject: Blackwells Settlement
Dear Richard,
Thank you for sending me the notice of the cooperation agreement, which
I have carefully reviewed. However, I respectfully disagree with your assertion that the settlement with Blackwells is in the best interest
of all shareholders.
During our last conversation, I expressed my views on the prospect of a
settlement with Blackwells. For several reasons, I believe any settlement is not in the best interest of Braemar and its shareholders.
Firstly, any form of settlement, especially one where the claimant’s legal fees are paid, might be perceived as capitulating to
demands, akin to paying a ransom, and potentially setting a precedent for other activists. Secondly, in this instance, settling can only
be interpreted as a payoff. It implies that Blackwells’ claims have merit and that management is attempting to conceal information.
Thirdly, in this particular case, the activist proposed changes with which I do not disagree. Thus, settling has not only relieved management
from the imperative to enact such reforms, but it also sends a signal to me and the market that you are unwilling to make the necessary
changes to improve current sentiment and long-term shareholder value. This is compounded by the fact that nothing in the settlement agreement
provides an obvious benefit to the shareholders or the company but only serves to protect management’s existing position. Additionally,
it is a misjudged commercial and financial decision. At a time when our equity value is at its lowest, the company is using valuable cash
to fund the cooperation agreement and has provided a loan to Blackwells at an interest rate lower than the average rate the company currently
pays on its various debt obligations.
I am disappointed that this settlement has been agreed upon. I had hoped
to cooperate in enacting what I believe are fair and crucial reforms for the company (as outlined in my letter). I have also read the
letter submitted by Alejandro Malbran of Brancous LPI and fully agree with its contents. It is imperative that you demonstrate meaningful
changes to the company before the AGM in October; otherwise, like all shareholders, we will have to consider all options. Regarding next
steps, we remain ready to assist, and I have instructed my team, who will report to me weekly, to work alongside you to ensure the various
proposals are enacted by September.
Kind regards,
Wafic Rida Said
Exhibit 5
From: Wafic Rida Saïd
Sent: Thursday, July 25, 2024 11:28 AM
To: Monty Bennett; Richard Stockton
Subject: BHR
Monty Bennet, Chairman
Richard Stockton, CEO
Dear Richard and Monty,
I am writing to express my displeasure and frustration following yesterday’s
Zoom meeting. I had thought our meeting in London marked the beginning of a relationship based on mutual trust. While Monty insisted that
the meeting remain confidential, he subsequently posted photos of the Beaumont Hotel on Twitter, leading my bankers to question whether
the meeting took place.
Unfortunately, yesterday’s Zoom meeting has completely shattered
my initial hopes. It is now clear that the London trip was used solely to gain leverage in your negotiations with Blackwells. During our
call yesterday, you informed me that you could not provide any substantive responses to my proposals for Braemar's reform until the end
of August. This seems like a stalling tactic, and I am beginning to believe you have no real interest in cooperating to enact reforms
that would benefit Braemar and its shareholders. These recommendations have been known to you for over a month, and you should now be
in a position to address them immediately, especially since you told me that they are reasonable and necessary reforms.
To keep our relationship direct, I expect commitments from you by
the end of this month on the following key proposals, which I have reiterated on several occasions:
- Ending the management agreement between Braemar and Ashford, transitioning
Braemar into a self-managed REIT, consistent with other listed lodging REITs.
- Renegotiating the termination fee with Ashford to a more reasonable amount,
potentially payable in newly issued Braemar shares rather than cash, thus aligning your interests with those of the shareholders.
- Appointing new, truly independent members to the Braemar Board who will
act in the best interests of all shareholders.
If these commitments are not forthcoming, I will take whatever actions
are necessary to ensure these reforms are implemented. This has become a matter of principle for me, and, as my demands are in the best
interest of the company, I am certain that a majority of Braemar shareholders will support my actions.
Yours sincerely,
Wafic Saïd
Braemar Hotels and Resorts (NYSE:BHR-D)
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