Braemar Hotels & Resorts Inc. has entered into a cooperation agreement with Blackwells Capital LLC. Under the terms of the agreement, Blackwells will withdraw its director nomination notice and proposals, cease soliciting proxies and vote in favor of all Braemar directors and proposals at the 2024 Annual Meeting of Stockholders.

Braemar and Blackwells have agreed to release all legal claims arising prior to the settlement and dismiss their respective actions.

“We are pleased to have reached this outcome, which we believe is in the best interests of all our shareholders,” said Richard J. Stockton, president/CEO, Braemar. “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.”

As part of the agreement, Blackwells has committed to purchase 3.5 million shares of Braemar’s stock in the open market, financed in part by Braemar. Braemar will also add an additional independent director to its doard of directors and will consider Blackwells’ input in this selection.

“We look forward to supporting Braemar’s Board and leadership team, and to becoming one of Braemar’s largest shareholders,” said Jason Aintabi, chief investment officer, Blackwells. “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 with voting commitments in connection with the cooperation agreement.

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