Braemar Hotels & Resorts Inc. · NYSE:BHR
Braemar Hotels & Resorts — Proxy Contest (June 2024)
11 slides from Braemar Hotels & Resorts's proxy contest presentation, Jun 10, 2024
Slide 1: Blackwells Capital - Braemar Hotels & Resorts Inc. (NYSE: BHR)
BLACKWELLS CAPITAL Priddis a | ny : TEL: a (Ane June 2024 a Braemar Hotels & Resorts Inc. (NYSE: BHR}
Slide 2: Disclaimer
‘The views expressed inthis presertation (he “Presentaton" represent ne opinions of Blackwells Capital LLC andlor certain fits afiiates (Backwells) and the Investment tunds it manages that hold shares in Braemar Hotels & Resorts Inc. the*Company’, “Braemar or BHR’), The Presentation Is for informati
Slide 3: 2,606 trading days between BHR's listing and campaign launch
There have been 2,606 trading days between BHR's listing and when Blackwells launched its campaign on Mar 28, 2024. Investors who bought stock would have lost money on 2,580 of those trading days. There were a mere 25 trading days in the last decade where BHR investor made money. BERR EERE EER Sourc
Slide 4: Steven Pully
BUFFOONERY STEVEN PULLY Blackwell’ purporte X While General Counsel and Partner at Carlson Capital: Carlson Capital To Shell Out $2.7M Over Short-Selling LAW360° EXPEL BLACKWELLS #ExpelBlackwells Source: Expel Blackwells Twitter, https /ivww expelblackwells.com! and Capital 10 BLACKWELLS CAPITAL REA
Slide 5: Misaligned Shareholder
BUFFOONERY 3) MISALIGNED SHAREHOLDER Blackwells Capital is an “activist” investor that is trying to take over Braemar’s Board despite owning less than 1% of the Company's stock. Blackwell's attempt to take over the Company without paying a control premium signals that it is not aligned with the best
Slide 6: Illegal & Confusing
BUFFOONERY ey ILLEGAL & CONFUSING Braemar's Board unanimously rejected Blackwells’ attempt to take control of the Board by nominating four directors because the “activist's” nomination notice contained false statements and masked the firm's true intentions — in violation of SEC rules and the Company
Slide 7: Reality: peer comparison and advisory agreement
BUFFOONERY BHR Positioned Ideally for Outperformance = ‘Source: Braemar Hotels & Resorts 1* Quarter 2024 Earnings Update Presentation and Capital IQ for the total debt / enterprise value rato, REALITY We think BHR left out an important sentence: Outperformance into the pocketbooks of Monty Bennett a
Slide 8: Reality: Adjusted EBITDAre stabilizing
BUFFOONERY REALITY BHR Positioned Ideally for Outperformance ADJUSTED EBITDARE STABILIZING $1724 $176.7 1769 The idea that Braemar is touting an EBITDA figure that is among the most heavily adjusted of any 5018 Hospitality REIT is unsurprising. jake Braemar’s investor’s have watched Braemar lose mor
Slide 9: Reality: liquidity position
BUFFOONERY REALITY BHR Positioned Ideally for Outperformance $1.7 bn Liquidity Position) a7 q | $0.2 bn RESTRICTED CASH =a] Total Debt Total Liquidity DuE FROM 3°° Party MANAGERS Why are shareholders paying Monty Bennett to manage our assets, if this is how he manages them? TOTAL CASH Source: Braema
Slide 10: Reality: lender maturities and interest rates
BUFFOONERY REALITY BHR Positioned Ideally for Outperformance Monty Bennett and Braemar’s lenders have something in common: their fees and expenses are the only I things that seem to go up! Lender Hotels Siaority——Maturey ff tnterest Rate BAML Sce footnote June 2024 June 2025 SOFR (1) + 2.66% Prudent
Slide 11: Vote your proxy on the WHITE universal proxy card
Braemar's 2024 Annual Meeting of Shareholders will be held on July 30, 2024, and all shareholders of record as of the close of business on May 2, 2024 are entitled to vote at the meeting Braemar Shareholders — Please vote your proxy today on the WHITE universal proxy card “FOR” each of the Blackwell