BHR-D Braemar Hotels and Resorts Inc

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

 

Braemar Hotels & Resorts Inc.

(Name of Issuer)

 

Common Stock

(Title of Class of Securities)

 

10482B101

(CUSIP Number)

 

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

 

July 4, 2024

(Date of Event which Requires Filing of this Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [  ]

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

 

^* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

CUSIP No. 10482B101

13D

Page 2 of 7 Pages

 

1.		NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)   Al Shams Investments Limited
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) [ ] (b) [ ]
3.		SEC USE ONLY
4.		SOURCE OF FUNDS (see instructions)   AF
5.		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [   ]
6.		CITIZENSHIP OR PLACE OF ORGANIZATION   Bermuda

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.		SOLE VOTING POWER   -0-
		8.		SHARED VOTING POWER   6,513,000
		9.		SOLE DISPOSITIVE POWER   -0-
		10.		SHARED DISPOSITIVE POWER   6,513,000

11.		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   6,513,000
12.		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) [ ]
13.		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   9.8%
14.		TYPE OF REPORTING PERSON (see instructions)   CO

 

 

CUSIP No. 10482B101

13D

Page 3 of 7 Pages

 

1.		NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)   Wafic Rida Said
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) [ ] (b) [ ]
3.		SEC USE ONLY
4.		SOURCE OF FUNDS (see instructions)   PF
5.		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [   ]
6.		CITIZENSHIP OR PLACE OF ORGANIZATION   Canada

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.		SOLE VOTING POWER   -0-
		8.		SHARED VOTING POWER   6,513,000
		9.		SOLE DISPOSITIVE POWER   -0-
		10.		SHARED DISPOSITIVE POWER   6,513,000

11.		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   6,513,000
12.		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) [ ]
13.		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   9.8%
14.		TYPE OF REPORTING PERSON (see instructions)   IN

 

 

CUSIP No. 10482B101

13D

Page 4 of 7 Pages

 

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.

 

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, business addresses and present principal occupation of each director of ASIL. Mr. Auckland is also the President of ASIL. ASIL does not have any other executive officers. Each of the persons listed below is as a British citizen.

 

Name	Business Address	Present Principal Occupation
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.

 

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.

 

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 with the foregoing, the Reporting Persons may from time to time in the future express their views to, meet with and/or engage in discussions with management, the Issuer’s Board of Directors, other shareholders or third parties, and/or formulate plans or proposals regarding the Issuer, its assets or its securities, which may include one or more plans or proposals that relate to or would result in the actions set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D.

 

The information set forth in Items 3 and 6 of this Schedule 13D is incorporated by reference.

 

On June 3, 2024, Mr. Said sent an email to Monty J. Bennett, the Chairman of the Issuer, and Richard J. Stockton, the Chief Executive Officer and President of the Issuer (the “June 3, 2024 Email”), setting forth certain recommendations relating to the management of the Issuer, including the termination of its management agreement with Ashford Inc. and replacement of some directors with independent directors. The foregoing summary of the June 3, 2024 Email does not purport to be complete and is subject to, and qualified in its entirety by, the June 3, 2024 Email, a copy of which is attached hereto as Exhibit 3 and incorporated herein by reference.

 

On July 4, 2024 Mr. Said sent an email to Mr. Stockton and Mr. Bennett (the “July 4, 2024 Email”), expressing concerns about the terms of a Cooperation Agreement entered into on July 2, 2004 among the Company, Ashford Hospitality Trust, Inc. and Ashford Inc., on the one hand, and Blackwells Capital LLC, Blackwells Onshore I LLC, Blackwells Holding Co. LLC, Vandewater Capital Holdings, LLC, Blackwells Asset Management LLC, BW Coinvest Management I LLC and Jason Aintabi, on the other hand (the “Blackwells Parties”), regarding the withdrawal of the Blackwells Parties’ proxy campaign, dismissal of pending litigation involving the parties and certain other matters.  The foregoing summary of the July 4, 2024 Email does not purport to be complete and is subject to, and qualified in its entirety by, the July 4, 2024 Email, a copy of which is attached here as Exhibit 4 and incorporated herein by reference.  The Cooperation Agreement was included as an exhibit to a current report on Form 8-K filed by the Company on July 2, 2024.

 

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.

 

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.

 

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

 

EXHIBIT 1

JOINT FILING AGREEMENT

 

The undersigned hereby agree that the statement on Schedule 13D with respect to the common stock, $0.01 par value, of Braemar Hotels & Resorts Inc. dated as of the date hereof is, and any further amendments thereto signed by each of the undersigned shall be, filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(e) under the Securities Exchange Act of 1934, as amended.

 

Dated: May 21, 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

 

EXHIBIT 3

 

From: Wafic Rida Saïd
Sent: Monday, June 3, 2024 8:53:33 AM
To: Bennett, Monty
Cc: Stockton, Richard

 

Dear Monty, Richard, 

 

I have been giving thought to the prospect of increasing my group's shareholding in Braemar. Whilst I believe the current share price is not an accurate representation of the inherent value of the assets, I am sure you can appreciate that, as things stand, there is a large degree of uncertainty around the future of the company. As such, you can understand why it is difficult for my group to increase its exposure without first having clarity and assurances around management and the Board’s plan to resolve matters.

 

In our zoom conversation, the concept of my group acquiring more shares was discussed. You also suggested that you would provide shareholders with a proposal and various resolutions to the situation within a matter of months. I hope you agree with me that the situation requires more immediate attention, and the sooner the shareholders are informed the better.

 

With that in mind, I would like to take this opportunity to formally put forward my recommendations. The below are recommendations that I believe address the company's core issues and would put in place the foundations for future success. 

 

The termination of the external management agreement with Ashford Inc. Management of the assets to be conducted internally and under the direction of the CEO.

 

A revised affordable and clearly stated termination fee for Ashford Inc, to compensate AINC for the loss of the external management agreement. Any sum put forward could be amortised over a period of time - 10 years for example.

 

As you know, governance is a key component of market sentiment.  As such, I recommend beginning to replace some of the Board of Directors, to demonstrate the company's desire to have best in breed independent directors. The nominees should be voted on in the upcoming annual general meeting or by July 30th.

 

As a key shareholder in Braemar, I hope you will take the time to carefully consider my recommendations amongst your Board of Directors. I trust you will also appreciate that my interests lie in realising value over the long term on behalf of all Braemar's shareholders. To that end, I anticipate that these recommendations reflect the consensus of our shareholder base, and I would therefore urge you to resolve these points.

 

I will be grateful if you can let me have your response within fortnight.

 

With warmest regards,

 

Wafic R. Saïd.

Exhibit 4

 

From: Wafic Rida Saïd

Sent: Thursday, July 4, 2024 5:58 PM

To: Stockton, Richard

Cc: Bennett, Monty

Subject: Blackwells Settlement

             

Dear Richard,

 

Thank you for sending me the notice of the cooperation agreement, which I have carefully reviewed. However, I respectfully disagree with your assertion that the settlement with Blackwells is in the best interest of all shareholders.

 

During our last conversation, I expressed my views on the prospect of a settlement with Blackwells. For several reasons, I believe any settlement is not in the best interest of Braemar and its shareholders. Firstly, any form of settlement, especially one where the claimant’s legal fees are paid, might be perceived as capitulating to demands, akin to paying a ransom, and potentially setting a precedent for other activists. Secondly, in this instance, settling can only be interpreted as a payoff. It implies that Blackwells’ claims have merit and that management is attempting to  conceal information. Thirdly, in this particular case, the activist proposed changes with which I do not disagree. Thus, settling has not only relieved management from the imperative to enact such reforms, but it also sends a signal to me and the market that you are unwilling to make the necessary changes to improve current sentiment and long-term shareholder value. This is compounded by the fact that nothing in the settlement agreement provides an obvious benefit to the shareholders or the company but only serves to protect management’s existing position. Additionally, it is a misjudged commercial and financial decision. At a time when our equity value is at its lowest, the company is using valuable cash to fund the cooperation agreement and has provided a loan to Blackwells at an interest rate lower than the average rate the company currently pays on its various debt obligations.

 

I am disappointed that this settlement has been agreed upon. I had hoped to cooperate in enacting what I believe are fair and crucial reforms for the company (as outlined in my letter). I have also read the letter submitted by Alejandro Malbran of Brancous LPI and fully agree with its contents. It is imperative that you demonstrate meaningful changes to the company before the AGM in October; otherwise, like all shareholders, we will have to consider all options. Regarding next steps, we remain ready to assist, and I have instructed my team, who will report to me weekly, to work alongside you to ensure the various proposals are enacted by September.

 

Kind regards,

 

Wafic Rida Said

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