Braemar Hotels & Resorts Inc. (“Braemar” or the “Company”) and Blackwells Capital LLC (“Blackwells”) have reached a resolution to their shareholder dispute. The two parties have signed a cooperation agreement (the “Cooperation Agreement”) that brings an end to the conflict.
Under the terms of the agreement, Blackwells will withdraw its nomination of directors and cease its efforts to solicit proxies. They will also vote in favor of all Braemar directors and proposals at the upcoming 2024 Annual Meeting of Stockholders. As part of the settlement, both Braemar and Blackwells have agreed to release all legal claims arising prior to the agreement and dismiss their respective actions.
Richard J. Stockton, President and Chief Executive Officer of Braemar, expressed his satisfaction with the outcome, stating, “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.”
The Cooperation Agreement also includes provisions for Blackwells to purchase 3.5 million shares of Braemar’s stock on the open market, partially financed by Braemar. Additionally, Braemar will appoint a new independent director to its Board of Directors, with Blackwells having input in the selection process.
Jason Aintabi, Chief Investment Officer of Blackwells, shared his perspective on the agreement: “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 agreement with voting commitments as part of the Cooperation Agreement. Braemar will file the agreement with the U.S. Securities and Exchange Commission as an exhibit to a Form 8-K Current Report.
