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Blackwells Continues Proxy War with AR Global Over The Necessity Retail REIT Inc.

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Blackwells Capital LLC filed another preliminary proxy statement on behalf of The Necessity Retail REIT Inc. (NASDAQ: RTL), formerly known as American Finance Trust, that is similar to a preliminary proxy statement on behalf of Global Net Lease Inc., formerly known as American Realty Capital Global Trust, which was reported by The DI Wire.

As The DI Wire covered in October, Blackwells originally charged AR Global, the external manager of the former non-traded REITs, with “corporate piracy of the highest order.”

Blackwells Capital LLC proxy war with AR Global continues as Blackwells’ letter to RTL stockholders outlined the same requests made of GNL’s stockholders.

Blackwells is encouraging both REIT’s 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requesting that the board amend and restate Article XV of the bylaws to allow the bylaws to be altered, amended or repealed by the affirmative vote of the holders of the majority of shares; and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, Necessity Retail REIT Inc. owned 1,050 properties, comprised of 28.8 million rentable square feet, which were 92.6% leased, including 939 single-tenant net leased commercial properties, 900 of which are retail properties, and 111 multi-tenant retail properties.

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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