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. 4)*

 

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)

 

November 7, 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 December 17, 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 Issuer, 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 Issuer on July 2, 2024.

 

On July 25, 2024 Mr. Said sent an email to Mr. Bennett and Mr. Stockton (the “July 25, 2024 Email”), expressing displeasure and frustration at the status of discussions with the Issuer, reiterating key proposals in prior communications and requesting commitments from the Issuer by the end of July 2024. The foregoing summary of the July 25, 2024 Email does not purport to be complete and is subject to, and qualified in its entirety by, the July 25, 2024 Email, a copy of which is attached here as Exhibit 5 and incorporated herein by reference.

 

On November 7, 2024 ASIL issued a letter (the “November 7, 2024 Letter”) to the stockholders of the Issuer identifying concerns about the management of the Issuer and stating that ASIL is considering mounting a proxy fight. The foregoing summary of the November 7, 2024 letter does not purport to be complete and is subject to, and qualified in its entirety by, the November 7, 2024, a copy of which is attached here as Exhibit 6 and incorporated herein by reference.

 

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 August 6, 2024 as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 8, 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 (incorporated herein by reference to Exhibit 1 to Amendment No. 3 to the Schedule 13D filed by Al Shams Investments Limited et al. on July 29, 2024)
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 (incorporated herein by reference to Exhibit 3 to Amendment No. 1 to the Schedule 13D filed by Al Shams Investments Limited et al. on June 3, 2024)
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 (incorporated herein by reference to Exhibit 4 to Amendment No. 2 to the Schedule 13D filed by Al Shams Investments Limited et al. on July 8, 2024).
5	Email, dated July 25, 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 (incorporated herein by reference to Exhibit 5 to Amendment No. 3 to the Schedule 13D filed by Al Shams Investments Limited et al. on July 29, 2024)
6	Letter, dated November 7, 2024, from Al Shams Investments Limited to stockholders 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: November 12, 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 6

 

AL SHAMS INVESTMENTS LIMITED

5B Waterloo Lane

Pembroke HMOS

Bermuda

 

7 November 2024

 

Dear Fellow Braemar Stockholders,

 

We at Al Shams Investment Limited ("ASIL") have, for years, been a 9.8% holder of Braemar's common stock because we believe there is great long-term value in the business. After diligently researching this company and its Board of Directors, however, we have discovered multiple lapses in corporate governance. These include multiple conflicts of interest, which we believe could put the future of our company in peril. We have found ourselves in a troubling situation. In light of that fact, we at ASIL are, for the first time in our history, considering mounting a proxy fight. We write to put you on notice of our intention.

 

As you know, the current state of Braemar looks dark. Over the past ten years, its stock has plummeted by nearly 90%, and stockholders have taken notice of an advisory agreement under which Braemar diverts enormous resources to Ashford Inc., a company controlled by Mr. Monty Bennett-the chair of Braemar's Board. One financial analyst noted in 2023 that Braemar's "share price, a reflection of market sentiment, shows a long-term decline" and that Braemar's "share price has fallen continuously over the past decade." Philip Wang, Braemar Hotels & Resorts: Bad Q2, Even Worse Balance Sheet, Seeking Alpha (Aug. 8, 2023).

 

Braemar's 2024 10-K discloses that it has executed a series of contracts under which it pays steep fees to Remington Hospitality, a subsidiary of Ashford, Inc. Mr. Bennett is the CEO of Ashford, part of a group that controls Ashford Hospitality, and is the Chairman of Ashford's Board of Directors.  Additionally, all of Braemar's C-suite level executives, including Richard Stockton, Braemar's President and Chief Executive Officer, and Alex Rose, Braemar's counsel, are Ashford employees and serve as Ashford Hospitality's C-suite.

 

Under Ashford's management and Bennett's leadership, Braemar executed a series of three contracts under which it pays wildly above-market rates to so-called "external" firms. Those contracts are:

 

(i) a management agreement with Ashford Hospitality Advisors LLC, under which Braemar pays fees and reimbursements for "advisory" and "management" services;

 

(ii) management agreements with Remington Holdings, LP. under which Braemar pays fees and reimbursements for hotel management and hospitality services; and

 

(iii) an agreement with Premier Project Management LLC, under which Braemar pays for certain maintenance and construction services.

 

Ashford Hospitality, Remington, and Premier are all subsidiaries of Ashford. As mentioned, Mr. Bennett is a member of a control group that controls Ashford.

 

Braemar disclosed in its 2024 Form 10-K that, in 2023, Braemar paid the Bennett companies advisory services fees of approximately $31.1 million and additional fees for products or services of approximately $30.2 million. Over the last ten years, management fees paid by Braemar to the Bennett companies have grown by over 575 percent. Those fees, combined with hotel management fees, now represent almost half the market value of Braemar.

 

In light of the above concerns, Mr Bennett has received numerous communications which have sought assurances that Braemar would implement various corporate governance reforms in the best interest of all shareholders, including:

 

(i) Ending the management agreement between Braemar and Ashford, transitioning Braemar into a self-managed REIT, consistent with other listed lodging REITs.

 

(ii) Renegotiating the termination fee with Ashford to a more reasonable amount, potentially payable in newly issued Braemar shares rather than cash, thus aligning Braemar's interests with those of the shareholders.

 

(iii) Appointing new, truly independent members to the Braemar Board who will act in the best interests of all shareholders.

 

Despite extensive correspondence, Braemar has regrettably not implemented any of the proposed reforms to date, nor has it indicated that it will do so, which has further exacerbated ASIL's concerns. In the meantime, ASIL has recently issued a demand to Braemar to Inspect Books and Records pursuant to Sections 2-512 and 2-513 of the Maryland General Corporation Law. The demand is part of a continuing investigation into possible breaches of fiduciary duty by the standard of conduct (owed by directors of Braemar) and by each of Mr Bennett, the chairperson of Braemar's Board of Directors, any other member of Braemar's Board, and its officers in connection with their dealings with Mr Bennett, Ashford, Inc., Ashford Hospitality Advisors LLC, Remington Holdings, L.P., Premier Project Management LLC, and any and all other companies controlled, managed by, or otherwise associated with Mr Bennett.

 

The situation need not remain so dire. Unburdened from the conflicts described above, we believe that a change in Braemar's leadership would usher in a new dawn for the company. We believe Braemar needs fresh stockholder representation on the board to steer it towards long-term success and away from becoming yet another example of a failed REIT that succumbed to conflicts of interest.

 

We look forward to a time where our company's future will outshine its past.

 

Yours sincerely,

 

/s/ David Auckland

 

For and on behalf of

 

Al Shams Investments Limited

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