Engagement Timeline
October 21, 2023
Blackwells sent Braemar a letter calling for the immediate investigation into potential breaches of fiduciary duty and/or other wrong doing by the Board and/or management in connection with the Company’s relationship with Monty Bennett and Ashford.
October 23, 2023
The Dallas Express emails Blackwells asking about the demand letter, days before Braemar even acknowledges receipt of the letter.
December 1, 2023
Blackwells submits a proposal for a negotiated transaction to acquire Braemar for $4.50 per share in cash, a 114.3% premium to Braemar’s then current share price, to unlock stockholder value and curtail mismanagement.
December 6, 2023
Braemar sent a letter to Blackwells but failed to address Blackwells’ proposal. Instead, Braemar requested extensive information about Blackwells, and continues to use The Dallas Express to impugn Blackwells’ principal.
December 27, 2023
Blackwells sent Monty Bennett’s The Dallas Express a cease-and-desist letter to demand that it retract defamatory statements it made about Blackwells and Mr. Aintabi.
December 28, 2023
Blackwells sent a request for information to Braemar with respect to, among other things, potential violations of federal securities laws by Mr. Bennett, and questions about the relationship of the Company with The Dallas Express.
January 2, 2024
Braemar sent a letter to Blackwells reiterating it would not respond to Blackwells’ acquisition proposal until Blackwells provides answers to Braemar’s extensive list of questions, while simultaneously amending the company bylaws to entrench themselves.
January 2, 2024
Following what Blackwells perceived as a stubborn failure on the part of the Board to engage constructively, Blackwells sent a letter to the Corporation requesting a copy of the Corporation’s form of written questionnaire and any other materials necessary to make stockholder nominations or proposals.
January 9, 2024
Over two months later, Braemar responded to Blackwells’ demand for an investigation denying any breach of fiduciary duty, in a letter that unsurprisingly had more questions than answers.
January 17, 2024
Braemar’s Board approved amended and restated by-laws that modified its advance notice procedures and disclosure requirements in respect of director nominations, including the “Overreaching Advance Notice Provision,” which Blackwells is seeking to repeal at the 2024 Annual Meeting.
February 27, 2024
The Braemar Board passed a by-law amendment to reduce quorum at annual meetings from a majority to just one-third of votes cast.
March 10, 2024
Blackwells sent a letter to Braemar expressing its concern with the Corporation’s latest amendments to its bylaws. Simultaneously, Blackwells submitted its nomination notice to Braemar, which explicitly stated that Blackwells withdrew its interest in pursuing the acquisition proposal it made on December 1, 2023.
March 22, 2024
Blackwells filed its preliminary proxy statement with the SEC.
March 24, 2024
Braemar purported to reject Blackwells’ nomination notice and filed brough suit in federal court against Blackwells, certain of its affiliates and its nominees, seeking injunctive relief against solicitation of proxies by Blackwells and a declaratory judgment that Blackwells’ nomination is invalid.
March 28, 2024
Despite having knowledge of Blackwells’ anticipated solicitation, Braemar filed definitive proxy materials with the SEC.
March 29, 2024
Following Braemar’s filing, Blackwells emailed Braemar regarding the improper filing and demanded that Braemar withdraw such proxy statement and file a preliminary proxy statement.
April 2, 2024
Braemar filed its preliminary proxy after Blackwells’ objected to its prior improper filing.
April 3, 2024
Blackwells filed its definitive proxy statement with the SEC.
May 2, 2024
Blackwells sent a demand letter on May 2, 2024.
May 2, 2024
Blackwells sent a demand letter on May 2, 2024, regarding a Conflict of Interest.