Al Shams Investments Files 13D/A for Braemar Hotels & Resorts

TL;DR

Al Shams Investments updated its 13D filing for Braemar Hotels & Resorts. Watch for potential moves.

AI Summary

Al Shams Investments Limited, through its director Mark Crockwell, has filed an amendment (No. 2) to its Schedule 13D for Braemar Hotels & Resorts Inc. The filing, dated July 4, 2024, indicates a change in beneficial ownership. Al Shams Investments Limited is based in St. Peter Port, Guernsey, and Mark Crockwell is listed as the contact person.

Why It Matters

This filing signals a potential shift in the ownership structure or investment strategy of Braemar Hotels & Resorts Inc., which could impact its stock price and corporate governance.

Risk Assessment

Risk Level: medium — Schedule 13D filings often precede significant corporate actions or changes in control, introducing uncertainty.

Key Players & Entities

• Al Shams Investments Limited (company) — Filing entity
• Braemar Hotels & Resorts Inc. (company) — Subject company
• Mark Crockwell (person) — Director and authorized contact for Al Shams Investments

FAQ

Key Financial Figures

• $0.01 — D ”) relates to the common stock, $0.01 par value (the “ Common Stock &rd
• $50,732,539 — rice of such shares of Common Stock was $50,732,539. The information set forth in Items 4

Filing Documents

• fp0089002-1_sc13da.htm (SC 13D/A) — 60KB
• fp0089002-1_ex1.htm (EX-1) — 4KB
• fp0089002-1_ex3.htm (EX-3) — 4KB
• fp0089002-1_ex4.htm (EX-4) — 4KB
• 0001398344-24-012351.txt ( ) — 74KB

Security and Issuer

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.

Identity and Background

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, not have any other executive officers. Each of the persons listed below is as a British citizen. Name 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.

Source or Amount of Funds or Other Consideration

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.

Purpose of Transaction

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 wi

Interest in Securities of the Issuer

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.

Contracts, Arrangements, Understandings or Relationships with

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.

Material to Be Filed as Exhibits

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 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) 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 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. CUSIP No. 10482B101 13D Page 7 of 7 Pages 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 5, 2024 AL SHAMS INVESTMENTS LIMITED By: /s/ Mark Crockwell Name: Mark Crockwell Title: Director WAFIC RIDA SAID By: /s/ Mark Crockwell Name: Mark Crockwell Title: Attorney-in-Fact

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