Blackwells to Withdraw Proxy Solicitation and
Vote in Favor of All Braemar Nominees and Proposals
Company to Add Independent Director with Input
from Blackwells, Which Will Become a Significant
Shareholder
DALLAS, July 2, 2024
/PRNewswire/ -- Braemar Hotels & Resorts Inc. (NYSE: BHR)
("Braemar" or the "Company") today announced that it has entered
into a cooperation agreement (the "Cooperation Agreement") with
Blackwells Capital LLC ("Blackwells").
Under the terms of the Cooperation Agreement, Blackwells will
withdraw its director nomination notice and proposals, cease
soliciting proxies and vote in favor of all Braemar directors and
proposals at the 2024 Annual Meeting of Stockholders (the "Annual
Meeting"). Braemar and Blackwells have agreed to release all legal
claims arising prior to the settlement and dismiss their respective
actions.
Richard J. Stockton, President
and Chief Executive Officer of Braemar, stated: "We are pleased to
have reached this outcome, which we believe is in the best
interests of all our shareholders. We can now return our full focus
to optimally managing our unique portfolio of world-class assets,
enhancing our capital structure and financial flexibility, and
maximizing shareholder value. We are extremely excited for
Braemar's future, and look forward to working with Blackwells as a
significant shareholder."
As part of the Cooperation Agreement, Blackwells has committed
to purchase 3.5 million shares of Braemar's stock in the open
market, financed in part by Braemar. Braemar will also add an
additional independent director to its Board of Directors and will
consider Blackwells' input in this selection.
Jason Aintabi, Chief Investment
Officer of Blackwells, said, "We look forward to supporting
Braemar's Board and leadership team, and to becoming one of
Braemar's largest shareholders. We believe Braemar will execute
their strategy to maximize the value of the Company's high-quality
assets, and we look forward to continuing to build a constructive
relationship with the Company moving
forward."
Blackwells has entered into a multi-year standstill with voting
commitments in connection with the Cooperation Agreement. The
agreement will be filed by the Company with the U.S. Securities and
Exchange Commission as an exhibit to a Current Report on Form
8-K.
* * * * *
Braemar Hotels & Resorts is a real estate investment trust
(REIT) focused on investing in luxury hotels and resorts.
Forward-Looking Statements
Certain statements and assumptions in this press release
contain or are based upon "forward-looking" information and are
being made pursuant to the safe harbor provisions of the Private
Securities Litigation Reform Act of 1995. Forward-looking
statements in this press release include, among others, statements
about the Company's strategy and future plans. These
forward-looking statements are subject to risks and uncertainties.
When we use the words "will likely result," "may," "anticipate,"
"estimate," "should," "expect," "believe," "intend," or similar
expressions, we intend to identify forward-looking statements. Such
statements are subject to numerous assumptions and uncertainties,
many of which are outside Braemar's control.
These forward-looking statements are subject to known and
unknown risks and uncertainties, which could cause actual results
to differ materially from those anticipated, including, without
limitation: our ability to complete the previously announced
shareholder value creation plan on a timely basis, if at all;
potential risks related to actions or proposals from activist
stockholders; our ability to repay, refinance or restructure our
debt and the debt of certain of our subsidiaries; anticipated or
expected purchases or sales of assets; our projected operating
results; completion of any pending transactions; risks associated
with our ability to effectuate our dividend policy, including
factors such as operating results and the economic outlook
influencing our board's decision whether to pay further dividends
at levels previously disclosed or to use available cash to pay
dividends; our understanding of our competition; market trends;
projected capital expenditures; the impact of technology on our
operations and business; general volatility of the capital markets
and the market price of our common stock and preferred stock;
availability, terms and deployment of capital; availability of
qualified personnel; changes in our industry and the markets in
which we operate, interest rates or the general economy; and the
degree and nature of our competition. These and other risk factors
are more fully discussed in Braemar's filings with the SEC.
The forward-looking statements included in this press release
are only made as of the date of this press release. Such
forward-looking statements are based on our beliefs, assumptions,
and expectations of our future performance taking into account all
information currently known to us. These beliefs, assumptions, and
expectations can change as a result of many potential events or
factors, not all of which are known to us. If a change occurs, our
business, financial condition, liquidity, results of operations,
plans, and other objectives may vary materially from those
expressed in our forward-looking statements. You should carefully
consider this risk when you make an investment decision concerning
our securities. Investors should not place undue reliance on these
forward-looking statements. The Company can give no assurance that
these forward-looking statements will be attained or that any
deviation will not occur. We are not obligated to publicly update
or revise any forward-looking statements, whether as a result of
new information, future events or circumstances, changes in
expectations, or otherwise, except to the extent required by
law.
Additional Information and Where to Find it
The Company has filed a Definitive Proxy Statement on Schedule
14A with the SEC on June 17, 2024
(the "Proxy Statement") and intends to file other relevant
materials with respect to the Company's solicitation of proxies for
the Annual Meeting now scheduled to be held on October 15, 2024. INVESTORS AND STOCKHOLDERS OF
THE COMPANY ARE URGED TO READ THE PROXY STATEMENT (INCLUDING ANY
AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT MATERIALS
FILED WITH THE SEC WHEN THEY BECOME AVAILABLE CAREFULLY AND IN
THEIR ENTIRETY BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION
ABOUT ANY SOLICITATION. The Proxy Statement and any other documents
filed by the Company with the SEC may be obtained free of charge at
the SEC's website at www.sec.gov. In addition, investors and
security holders may obtain free copies of the documents filed with
the SEC at the Company's website, http://www.bhrreit.com, under the
"Investor" link, or by requesting them in writing or by telephone
from us at 14185 Dallas Parkway, Suite 1200, Dallas, Texas 75254, Attn: Investor Relations
or (972) 490-9600.
Participants
The Company and its directors and executive officers will be
participants in the solicitation of proxies with respect to a
solicitation by the Company. Information about those executive
officers and directors of the Company and their ownership of the
Company's common stock is set forth in the Proxy Statement.
Investors and security holders may obtain additional information
regarding direct and indirect interests of the Company and its
executive officers and directors in the matters to be voted upon at
the Annual Meeting by reading the Proxy Statement. These documents
are or will be available free of charge at the SEC's website at
www.sec.gov.
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SOURCE Braemar Hotels & Resorts, Inc.