Blackwells Continues Proxy War with AR Global Over Global Net Lease, Inc.
Activist investor Blackwells Capital LLC, filed a preliminary proxy statement on Friday in pursuit of its ongoing effort to replace AR Global (formerly known as American Realty Capital, or ARC), as external manager of former non-traded REIT Global Net Lease (NYSE:GNL), formerly known as American Realty Capital Global Trust.
According to the filing with the SEC, Blackwells is currently one of GNL’s largest stockholders.
“We believe changes to the composition of the board of directors of the company and to the company’s governance policies are necessary in order to help ensure that the company is operating in a manner consistent with the best interests of all stockholders,” read a stockholder letter included in the preliminary proxy statement.
As The DI Wire reported in October, Blackwells launched its proxy war with AR Global by charging the company with “corporate piracy of the highest order” over its management of both GNL and Necessity Retail REIT Inc. (NASDAQ: RTL), formerly known as American Finance Trust.
Blackwells is encouraging fellow GNL stockholders to do the following:
1. Elect each of their director nominees, Jim Lozier and Richard O’Toole, to the board, each to serve as a Class III director for a term of three years on the board or until his successor is elected and qualified;
2. Adopt a non-binding, advisory resolution requesting that the board repeal amendment no. 2 to the company’s amended and restated bylaws, and to establish differing qualifications that individuals must meet in order to be nominated (or elected) as independent directors or managing directors;
3. Adopt a non-binding, advisory resolution requesting that the board redeem or terminate any poison pill currently in effect and not adopt or extend any poison pill unless such adoption or extension is submitted to a stockholder vote;
4. Adopt a non-binding, advisory resolution requesting that the board take all necessary steps to declassify the board so all directors are elected annually;
5. Adopt a non-binding, advisory resolution requesting that the board take all necessary steps to establish majority voting director resignation procedures;
6. Adopt a non-binding, advisory resolution requesting that the board designate a strategic review committee fully comprised of independent directors, to conduct a strategic review process to pursue possible extraordinary transactions;
7. Adopt a non-binding, advisory resolution requesting that the board amend and restate Article XV of the bylaws to allow the bylaws to be altered, amended or repealed by the affirmative vote of the holders of the majority of shares; and
8. To ratify the appointment of PricewaterhouseCoopers LLP as the company’s independent registered public accounting firm as of Dec. 31, 2023.
As of Sept. 30, 2022, Global Net Lease Inc. owned 310 properties consisting of 39.5 million rentable square feet, which were 98.6% leased, with a weighted-average remaining lease term of 8.1 years. Based on the percentage of annualized rental income on a straight-line basis as of Sept. 30, 2022, 66% of the Company’s properties are located in the U.S. and Canada and 34% in Europe. In addition, the company’s portfolio was comprised of 56% industrial/distribution properties, 41% office properties and 3% retail properties. The company’s total assets were $4.0 billion.
Blackwells Capital was founded in 2016 by Jason Aintabi and invests in public securities, ranging property development and management to REITs and adjacent real estate activities, including financing, origination, and managing real estate backed securities, including direct mezzanine and equity investments.
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