DEFA14A: Braemar Hotels & Resorts Launches Website to Counter Blackwells' Activist Campaign

Braemar Hotels & Resorts launches www.ExpelBlackwells.com to provide shareholders with information regarding Blackwells Capital's alleged misinformation campaign.

Summary

• Braemar Hotels & Resorts (BHR) has launched a website, www.ExpelBlackwells.com, to address what it claims is a misinformation campaign by activist investor Blackwells Capital LLC.
• The website aims to provide shareholders with facts about Blackwells' nominees and alleged attempts to mislead shareholders.
• Braemar's Chairman, Monty J. Bennett, stated that the company is taking its responsibility to protect shareholders' interests seriously.
• He believes Blackwells' actions are intended to distract shareholders from their objective of taking over the Braemar Board of Directors without paying a control premium.
• Braemar reminds shareholders to disregard any proxy materials received from Blackwells in connection with the 2024 Annual Meeting.
• The 2024 Annual Meeting of Stockholders is scheduled for Tuesday, July 30, 2024.
• The company has filed a revised Preliminary Proxy Statement on Schedule 14A with the SEC on April 25, 2024.
• Braemar intends to file a definitive proxy statement and other relevant materials with respect to the Company's solicitation of proxies for the annual meeting of stockholders expected to be held on July 30, 2024.

Sentiment

Score: 4

Explanation: The document reflects a defensive posture against an activist investor, indicating potential internal conflict and uncertainty. While the company aims to reassure shareholders, the situation introduces risk.

Positives

• Braemar is actively defending itself against what it perceives as a hostile takeover attempt.
• The company is providing shareholders with information to make informed decisions.
• Braemar is communicating directly with shareholders through a dedicated website and social media.

Negatives

• The situation suggests a potential conflict and instability within the company's leadership.
• The need for a dedicated website to counter an activist investor indicates a serious challenge to management.
• The company claims Blackwells' nominations have not met the minimum Company requirements and will not be considered.

Risks

• The ongoing dispute with Blackwells Capital could distract management from core business operations.
• The outcome of the proxy battle could significantly impact the company's direction and strategy.
• The forward-looking statements are subject to risks and uncertainties, including the ability to complete the shareholder value creation plan on a timely basis, if at all; 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.

Future Outlook

The company's future plans and strategy are subject to risks and uncertainties, and actual results could differ materially from those anticipated.

Management Comments

• Monty J. Bennett, Founder & Chairman of Braemar, stated: 'We take our responsibility to protect the best interests of our shareholders extremely seriously.'
• Monty J. Bennett believes Blackwells' actions are intended to distract shareholders from their objective of taking over the Braemar Board of Directors without paying a control premium.
• Monty J. Bennett encourages shareholders to make sure this doesn't happen to Braemar by ignoring the noise and helping Expel Blackwells.

Industry Context

Activist investors often target REITs like Braemar to unlock shareholder value through various strategies, including board representation, asset sales, or strategic changes.

Stakeholder Impact

• Shareholders are directly impacted by the proxy battle and the outcome of the vote.
• Employees could be affected by potential changes in company strategy or leadership.
• The company's reputation and relationships with customers and partners could be influenced by the ongoing dispute.

Next Steps

• Shareholders are urged to read the definitive proxy statement and other relevant materials when they become available.
• Shareholders are encouraged to visit www.ExpelBlackwells.com to learn more.

Key Dates

Keywords

Braemar Hotels & Resorts, Blackwells Capital, proxy fight, activist investor, shareholders, Annual Meeting, corporate governance, BHR