BRANCOUS LP1 CALLS ON BRAEMAR’S BOARD TO STOP ATTACKING SHAREHOLDERS, DISTRIBUTE EXCESS CASH AND RENEGOTIATE THE ASHFORD PAYMENT
Acton, ONTARIO, July 13, 2026 (GLOBE NEWSWIRE) -- Brancous LP1, a shareholder of Braemar Hotels & Resorts Inc. ("Braemar" or the "Company") (NYSE:BHR), today issued the following statement to the Board of Directors:
Your fiduciary duty is to Braemar's shareholders. Not to spend their own money to attack them.
For nearly two years, shareholders have been asking for the same things:
- Reduce the Ashford termination payment.
- Appoint a truly independent Board.
Instead, in our opinion, the Board has wasted Company resources suing shareholders, sending cease-and-desist letters, and publishing press releases attacking the owners of the Company.
We believe every dollar spent fighting shareholders is a dollar that should have been spent negotiating a lower payment to Ashford.
YOU REVIEWED EVERY ALTERNATIVE. YOU CHOSE A SALE.
On August 26, 2025, Special Committee Chair Rebeca "Becky" Odino-Johnson promised shareholders a "premium." She stated:
"We explored multiple alternatives for Braemar including a potential internalization of management... the Board believes pursuing a sale process is the right step... the best opportunity for shareholders to realize a premium."
The Board reviewed internalization and rejected it. You told shareholders a sale was the only way to get a premium.
What changed?
In our opinion, the Board realized that a sale of the entire Company would require a shareholder vote—a vote the Board likely knew it would lose if the deal prioritized Ashford’s pockets over shareholder value.
So, it appears you pivoted to a maneuver designed to bypass the owners.
THE MANEUVER: LIQUIDATION WITHOUT A VOTE
The Board is now pursuing the very internalization it previously rejected. But it is doing so through what we characterize as a "stealth liquidation."
By selling more than 30% of the Company's Gross Asset Value (GAV) through individual asset sales, the Board is attempting to trigger a "Change of Control" payment to Ashford.
In our view, this is a calculated trick to avoid asking for shareholder approval.
You aren't selling the Company for a premium. We believe you are stripping the Company of its "iconic" hotels to pay a "Monty Tax" that we estimate equals approximately $7.00 per share—nearly three times where the stock trades today.
THE FIRST NEGOTIATION SHOULD HAVE BEEN THE FEE.
If the objective was to maximize shareholder value, why wasn't the first negotiation the Ashford termination payment? Shareholders have been asking for exactly that for years.
Al Shams: "Renegotiating the termination fee with Ashford to a more reasonable amount."
Zazove: Described the economics as "elevated relative to customary termination structures."
Ghassemieh: Noted the "inherent conflicts of interest" and called for a "fairly negotiated termination fee."
Different shareholders. Different years. Same request.
THE AGREEMENT WAS AMENDED ONCE.
On December 22, the Board amended the agreement to ensure Ashford gets paid from hotel sales before shareholders see a dime.
If the terms can be amended to benefit Ashford, they can be amended to benefit shareholders.
The Company now claims internalization will save $25 million every year. If those savings are real, the Board should have spent the last six months reducing the termination fee—not engineering a way to pay it through asset sales that avoid a vote.
SHOW US THE WORK.
Shareholders have never been shown:
- The analysis proving that selling 30% of the portfolio to pay Ashford creates more value than the sale process you promised would deliver a "premium."
- A fairness opinion supporting a $480 million payment.
- The justification for why you are now pursuing an alternative you previously deemed inferior.
PAY SHAREHOLDERS FIRST.
Braemar has approximately $100 million of cash today. That cash existed before the latest hotel sales.
In our opinion, it belongs with Braemar's shareholders—not sitting idle while the Board prepares a massive check for Ashford.
Declare a special dividend of at least $1.00 per share. Renegotiate Ashford. Done.
WHO SHOULD APPROVE THIS?
Braemar recently stated:
"No individuals will be appointed who have existing or prior relationships with Ashford, its Chairman and Chief Executive Officer, Monty J. Bennett, or Archie Bennett Jr."
We agree. Independence matters.
But if the Board admits that anyone with a "prior relationship" to Monty Bennett is unfit to serve on a future Board, shareholders are entitled to question the independence of the current Board.
The current directors approved the $480 million payment. They amended the agreement to prioritize Ashford. They are overseen by the same management they now claim is too expensive to keep.
If Monty Bennett’s influence is a disqualifier for the next Board, we believe it is a disqualifier for this one. Shareholders—not the incumbents—should elect the directors who decide how much is ultimately paid to Ashford.
THE BOARD HAS ONE JOB LEFT.
Stop attacking shareholders. Stop spending shareholder money defending your own seats.
Renegotiate the Ashford payment. Return excess cash to shareholders. Call a shareholder meeting.
Let shareholders elect an independent Board. Then let that Board decide Braemar's future.
IMPORTANT INFORMATION & DISCLAIMER
This communication reflects the opinions and beliefs of Brancous LP1. These opinions are based on publicly available information, SEC filings, and Brancous’ own internal analysis. Brancous has not had access to any non-public, privileged, or confidential Board materials.
Nothing in this document constitutes an assertion of fact that any individual or entity has violated any law or regulation. All statements regarding the Board's "intent," "maneuvers," or "tricks" represent Brancous’ subjective interpretation of the Company’s strategic pivot and public disclosures.
Calculations regarding cash balances, potential dividends, and the per-share value of the Ashford payment are estimates and opinions only. Actual results may differ materially based on debt covenants, preferred stock obligations, and other factors not fully disclosed by the Company.
Brancous is acting independently and is not part of any "group" with other shareholders. Brancous reserves all legal rights and remedies. Shareholders should consult their own financial and legal advisers before making any investment or voting decisions.
About brancous lp1
Brancous LP1 is an investment partnership focused on special situations and shareholder-value opportunities.
Press Inquiries
Alejandro Malbran
amalbran@brancous.com
https://brancous.com
