Recommends Shareholders Protect Their
Investment by Discarding Blackwells' Illegal White Proxy Card and
Waiting to Vote Until Receiving the Company's Proxy Materials and
GOLD Proxy Card
Reiterates that Braemar is Executing its
Strategy to Maximize Value for All Shareholders
DALLAS, April 11,
2024 /PRNewswire/ -- Braemar Hotels & Resorts
Inc. (NYSE: BHR) ("Braemar" or the "Company") today sent a letter
reminding shareholders to disregard any proxy materials received
from activist investor Blackwells Capital LLC ("Blackwells") in
connection with the Company's 2024 Annual Meeting of Stockholders
(the "2024 Annual Meeting"), which is scheduled to be held on
Wednesday, May 15, 2024.
As previously announced on March 25,
2024, Braemar's Board of Directors (the "Board") unanimously
determined that the Blackwells Nomination Notice was invalid due to
Blackwells' numerous false statements and material omissions in
violation of U.S. Securities and Exchange Commission ("SEC") rules
and the Company's Bylaws. As a result, a vote for any of
Blackwells' purported nominees on the white proxy card will not be
counted.
The full text of the letter is below:
April 11,
2024
Dear Fellow Shareholder,
Thank you for your investment. We remain fully committed to
maximizing value for you and are excited about the Company's
significant growth opportunities as we continue to invest in
premium-branded and high-quality independent luxury hotels and
resorts.
This year your vote at Braemar's 2024 Annual
Meeting – scheduled for May 15, 2024
– will be critically important.
- You may have received proxy materials – including a white proxy
card – from activist investor Blackwells Capital LLC
("Blackwells"), which owns less than 1% of Braemar's voting stock
outstanding, yet is attempting to acquire effective control of your
Company by electing its four nominees to the eight-person
Board.
- Your Board has unanimously determined that Blackwells' proxy
campaign is invalid and recommends that you discard any white proxy
card you receive from Blackwells.
- Most notably, Blackwells failed to disclose its true
objectives – which Braemar believes include an underhanded
attempt to effectuate a takeover of the Company at a price
significantly below its intrinsic value. This lack of required
transparency was in addition to numerous false statements and
material omissions in violation of SEC rules and the Company's
Bylaws.
- As of now, Braemar will not be facing a contested director
election at the 2024 Annual Meeting. The Company has filed a
lawsuit against Blackwells in order to protect your investment and
prevent Blackwells from proceeding with its illegal proxy
solicitation to seize control of the Braemar Board. This means a
vote for any of Blackwells' purported nominees on the white proxy
card will not be counted.
- The Braemar Board strongly recommends that you disregard the
white proxy card sent to you by Blackwells and to wait for the
Company's proxy materials, including the GOLD proxy card,
which will be sent to you in the near term.
- Protect your investment and do NOT vote any proxy card
sent to you by Blackwells.
Braemar has been successfully executing its strategy
- Braemar's iconic portfolio of resorts and urban hotels
delivered the highest revenue per available room ("RevPAR") in the
publicly traded lodging REIT industry during fiscal year 2023,
generating RevPAR of approximately $307, compared to the full-service lodging REIT
peer average of approximately $196.1 Since its founding in 2014
through fiscal year 2023,2 Braemar also delivered RevPAR
growth of approximately 79%, outperforming the full-service lodging
REIT peer average growth of approximately 28%.3
- The Company continues to strengthen its balance sheet and has
recently announced the successful refinancing or extension of
nearly all of its 2024 debt maturities totaling approximately
$300 million, including the recent
refinancing of the Capital Hilton in Washington, D.C., and loan extensions for
properties like Pier House Resort & Spa, Ritz-Carlton St.
Thomas, Ritz-Carlton Lake Tahoe and Hilton La Jolla Torrey
Pines.
- Braemar's portfolio delivered robust results in fiscal year
2023, delivering a hotel EBITDA per key of approximately
$49,200 ahead of the peer average of
approximately $35,700.1
The Company's resort properties continue to outpace 2019 results
and its urban properties continue to recover.
- The Company has a successful track record of growing its asset
base by executing a disciplined, value-accretive capital allocation
approach. Since 2013, Braemar has acquired 11 hotels that have
delivered an attractive average yield on cost of 8.5% on a trailing
12-month basis as of December 31,
2023. The recent acquisitions of the Ritz-Carlton Reserve
Dorado Beach and the Four Seasons Resort Scottsdale at Troon North
continue to surpass expectations, which reported strong RevPAR
growth of 9% and 5%, respectively, during the fourth quarter of
2023.
The Board has the experience and expertise to continue
leading Braemar and grow your investment
- The Board is actively engaged in overseeing management's
execution of the Company's strategy.
- The Board is comprised of eight highly qualified individuals –
Monty J. Bennett, Stefani D. Carter, Candace Evans, Kenneth
H. Fearn, Jr., Rebeca
Odino-Johnson, Matthew D.
Rinaldi, Richard J. Stockton
and Abteen Vaziri – six of whom are independent.
- Our directors have the right mix of experience and skillsets
that are critical to Braemar's business and future success,
including relevant REIT and lodging industry, real estate
investment, management, finance, legal and governance
expertise.
- The Board regularly evaluates its composition to ensure it
reflects the appropriate skills and experience necessary to drive
growth and maximize value for all Braemar shareholders.
Soon you will be receiving the Company's proxy materials and
GOLD proxy card. Your Board strongly recommends that you
protect your investment and NOT vote any white proxy card
sent to you by Blackwells and wait for the Company's proxy
materials so that you can make a fully informed decision.
Thank you for your continued support of Braemar.
Sincerely,
The Braemar Board of Directors
Notes:
(1) Peer average includes HST, RHP, PEB, SHO, XHR, DRH and
PK.
(2) 2014 was the first full year following the Company's spin-off
from Ashford Hospitality Trust, Inc.
(3) Peer average includes HST, RHP, PEB, SHO and DRH.
If shareholders have any questions or require assistance, please
contact Morrow Sodali, our proxy solicitation firm, at:
Morrow Sodali LLC
430 Park Avenue, 14th
Floor, New York, NY 10022
Stockholders Call Toll Free: (800) 662-5200 or (203) 658-9400
Email: BHR@info.morrowsodali.com
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 prevail in the complaint filed against
Blackwells Capital, LLC; 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 Securities
and Exchange Commission.
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 Preliminary Proxy Statement on Schedule
14A with the Securities and Exchange Commission (the "SEC") on
April 2, 2024 (the "Preliminary Proxy
Statement") and 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 May 15, 2024 (the "Annual
Meeting"). INVESTORS AND STOCKHOLDERS OF THE COMPANY ARE URGED TO
READ THE PRELIMINARY PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR
SUPPLEMENTS THERETO) AND THE DEFINITIVE 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 Preliminary Proxy Statement
(and the definitive proxy statement and other relevant materials
when they become available), 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 1100, 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 Preliminary 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 Preliminary 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.