Braemar Hotels & Resorts Files Proxy Statement

TL;DR

Braemar Hotels & Resorts (BHR) filed its proxy statement - shareholders vote soon on company matters.

AI Summary

Braemar Hotels & Resorts Inc. filed a DEFA14A on July 2, 2024, detailing proxy materials for a shareholder meeting. The filing concerns the company's operations and governance as a real estate investment trust, previously known as Ashford Hospitality Prime, Inc. The company is incorporated in Maryland and headquartered in Dallas, Texas.

Why It Matters

This filing provides shareholders with crucial information regarding voting matters and company governance, impacting their investment decisions and the future direction of Braemar Hotels & Resorts.

Risk Assessment

Risk Level: low — This filing is a standard proxy statement and does not contain new material financial information or significant strategic changes that would immediately impact risk.

Key Numbers

• 001-35972 — SEC File Number (Identifies the company's filing history with the SEC.)
• 46-2488594 — IRS Employer Identification Number (Tax identification number for the company.)

Key Players & Entities

• Braemar Hotels & Resorts Inc. (company) — Registrant
• Ashford Hospitality Prime, Inc. (company) — Former company name
• 14185 Dallas Parkway Suite 1200 Dallas Texas 75254 (company) — Principal executive offices address
• Maryland (company) — State of incorporation

FAQ

Key Financial Figures

• $10 — price per Purchased Share not to exceed $10 and subject to the other limitations se

Filing Documents

• tm2418611d2_defa14a.htm (DEFA14A) — 444KB
• tm2418611d1_ex99-1img001.jpg (GRAPHIC) — 15KB
• 0001104659-24-077432.txt ( ) — 465KB

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ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT On July 2, 2024, Braemar Hotels & Resorts Inc. (the " Company "), Ashford Hospitality Trust, Inc. (" AHT ") and Ashford Inc. (" AINC ", and collectively with the Company, AHT and each of AINC's, the Company's and AHT's respective affiliates (including Stirling Hotels and Resorts, Inc.) and any entity advised by AINC, the " Company Group ") entered into a Cooperation Agreement (the " Agreement ") with 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 (collectively, the " Blackwells Parties ") regarding the withdrawal of the Blackwells Parties' proxy campaign, dismissal of pending litigation involving the parties and certain other matters. Pursuant to the Agreement, the Blackwells Parties have agreed to withdraw (i) the notice delivered to the Company on March 10, 2024 purporting to nominate four director candidates to the Company's Board of Directors (the " Board ") and make certain other proposals and (ii) the definitive proxy statement filed with the U.S. Securities and Exchange Commission (the " SEC ") on April 3, 2024 to solicit proxies from stockholders of the Company to vote in favor of the Blackwells Parties' director nominees and proposals. In connection therewith, the Blackwells Parties will cease to take any further action with respect to the Company's 2024 Annual Meeting of Stockholders, except as otherwise provided for in the Agreement. The Blackwells Parties have also agreed to specified standstill restrictions with respect to the Company Group, which will expire on July 2, 2034. During the standstill period, the Blackwells Parties are required to (i) appear in person or by proxy at each meeting of stockholders of the members of the Company Group in which they beneficially own shares of stock and vote any Blackwells Parties' shares then beneficially owned by

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ITEM 8.01 OTHER EVENTS. On July 2, 2024, the Company issued a press release announcing the Agreement, a copy of which is filed as Exhibit 99.1 hereto and incorporated herein by reference.

Forward-Looking Statements

Forward-Looking Statements Certain statements and assumptions in this communication 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 communication 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

FINANCIAL STATEMENTS AND EXHIBITS

FINANCIAL STATEMENTS AND EXHIBITS. (d) Exhibits. Exhibit Number Exhibit 10.1 Cooperation Agreement, dated July 2, 2024, by and among Braemar Hotels & Resorts Inc., Ashford Hospitality Trust, Inc., Ashford Inc., 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. 10.2 Share Ownership Agreement, dated July 2, 2024, by and among Braemar Hotels & Resorts Inc., Ashford Hospitality Trust, Inc., Ashford Inc., 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. 10.3 Loan Agreement, dated July 2, 2024, by and between BW Coinvest I, LLC, Jason Aintabi, Vandewater Capital Holdings, LLC, Blackwells Holding Co. LLC, Blackwells Asset Management LLC and Braemar Hospitality Limited Partnership. 99.1 Press Release of the Company, dated July 2, 2024. 104 Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101).

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. BRAEMAR HOTELS & RESORTS INC. Dated: July 2, 2024 By: /s/ Alex Rose Alex Rose Executive Vice President, General Counsel & Secretary Exhibit 10.1 Execution Version COOPERATION AGREEMENT This COOPERATION AGREEMENT (this “ Agreement ”), dated as of July 2, 2024, is made and entered into by and among Braemar Hotels & Resorts Inc., a Maryland corporation (“ Braemar ”), Ashford Hospitality Trust, Inc., a Maryland corporation (“ AHT ”), Ashford Inc., a Nevada corporation and the advisor to Braemar and AHT (“ AINC ”, and collectively with Braemar, AHT and each of AINC’s, Braemar’s and AHT’s respective Affiliates (as defined below) (including, for the avoidance of doubt, Stirling Hotels and Resorts, Inc.) and any entity advised currently or in the future by AINC, the “ Company Group ”), Blackwells Capital LLC, a Delaware limited liability company (“ Blackwells Capital ”), Blackwells Onshore I LLC, a Delaware limited liability company (“ Blackwells Onshore ”), Blackwells Holding Co. LLC, a Delaware limited liability company (“ Blackwells Holdings ”), Vandewater Capital Holdings, LLC, a Delaware limited liability company (“ Vandewater ”), Blackwells Asset Management LLC, a Delaware limited liability company (“ Blackwells Asset Management ”), BW Coinvest Management I LLC, a Delaware limited liability company (“ BW Coinvest ”), and Jason Aintabi (collectively, with Blackwells Capital, Blackwells Onshore, Blackwells Holdings, Vandewater, Blackwells Asset Management, and BW Coinvest, the “ Blackwells Parties ” and, each of the members of the Company Group and the Blackwells Parties a “ Party ” to thi

View Full Filing

View this DEFA14A filing on SEC EDGAR