Braemar Hotels Rejects Board Nominations By Activist Investor

Braemar Hotels & Resorts rejected the nomination of four people to its eight-person board of directors by investor Blackwells Capital. Braemar said the nomination was invalid due to “numerous deficiencies, most notably a failure to disclose the fund's [Blackwells'] true objectives,” according to a statement released Monday.

The Braemar board of directors, in a unanimous vote, said it believes that Blackwells is trying to take the company over “without paying an adequate price.”

The Dallas-based hotel REIT, which specializes in luxury hotels and resorts, has also filed a complaint in the U.S. District Court for the Northern District of Texas to prevent Blackwells from moving forward with its proxy contest. The company said that Blackwells owned only about 10,100 Braemar shares, or about 0.015% of its total outstanding shares.

At the time of nominations earlier this month, Blackwells sent a letter to the Braemar board of directors asserting a previous offer to take Braemar private by Blackwells was ignored at the instigation of hotel magnate and Braemar chairman Monty Bennett, and that its intentions were misrepresented.

Blackwells further alleged that changes to Braemar's bylaws regarding nominations "since we've been engaging with you underscore a preference for lining Mr. Bennett’s pockets and chilling any viable options to create value.”

Braemar had a relatively soft year in 2023, reporting in late February that its revenue per available room for all of its properties was down 1.6% compared with 2022. It also reported its average daily rate for its rooms was down 4.9%, though occupancies were up 3.5 percentage points to 66.9%. The company lost $74M or $1.13 per share last year.

The REIT's stock ticked up about 3.1% on Monday morning. Compared with a year ago, its stock price is down 47.2%.