Al Shams Investments Signs Settlement Agreement With Braemar Hotels & Resorts
Braemar agreed to pay Al Shams $25,000,000 plus expenses, and the investor withdrew its notice nominating directors, the filing shows.
Al Shams Investments LTD, which discloses a 9.48% stake in Braemar Hotels & Resorts Inc., entered into a Cooperation and Settlement Agreement with the company, according to a Schedule 13D amendment filed Oct. 8.
The agreement, dated Oct. 6, was also signed by Ashford Hospitality Trust, Inc. and Ashford Inc., with Wafic Rida Said a party solely for purposes of Section 8, the filing says. "Pursuant to the Settlement Agreement, ASIL has withdrawn the Nomination Notice," the filing says.
Al Shams and Said also agreed to standstill restrictions and voting commitments, according to the filing. As part of the board's previously announced refresh process, Al Shams will have the opportunity to consult with Braemar's search firm on candidates for one additional director seat, and the board retains sole discretion over the selection, the filing says.
The agreement includes mutual releases and non-disparagement provisions resolving disputes between the parties, including claims under the securities laws and claims of defamation and libel, the filing says. Braemar has agreed to pay Al Shams $25,000,000 plus expenses, subject to the agreement's terms.
Al Shams directly owns all 6,513,000 shares of Braemar common stock reported. With the settlement, Jennifer L. Bitterman, Jonathan Klein, Anna Massion, Sir Michael Peat and Wayne R. Walker, described in the filing as former nominees, ceased to be members of a group with Al Shams and Said, according to the filing. None of the reporting persons traded the stock in the past 60 days, the filing says.