WW Investors, an entity jointly owned by investors Michael Ashner and Steven Witkoff, continue their fight for control of the New York REIT (NYSE: NYRT) board of directors in light of the company’s recent announcement to sell its 19-property portfolio.
After intense criticism from shareholders, the former non-traded real estate investment trust known as American Realty Capital New York Recovery REIT, decided to terminate its proposed merger with private real estate firm, JBG Companies. After terminating the proposed merger, which would have created an $8.4 billion REIT with properties in New York and the Washington D.C. area, the board announced its intention to dissolve and liquidate the company, upon shareholder approval.
In a strongly worded letter to fellow investors, Ashner and Witkoff – which own more than one million shares of NYRT, urged the company to give its stockholders an opportunity to approve a liquidation plan and elect directors to oversee the liquidation process prior to the 2016 annual meeting of stockholders, currently scheduled for October 24th.
WW Investors want a new slate of board members to oversee the company’s liquidation after suggesting that the current leadership team is incentivized to prolong the process and “milk the company for excessive advisor’s and manager’s fees.” They noted that founder Nicholas Schorsch, CEO Mike Happel and others have a “striking predisposition to place their interests ahead of those of NYRT stockholders, generally.”
The pair are still reeling from the $20 million dollars lost in a “poorly performed, non-transparent strategic review process.” They also criticized the two-year timeframe given by the company to sell its assets, suggesting that such “highly desirable” and “saleable” properties could be liquidated in six months.
“Management did not care for our opposition [to the proposed merger], as we pointed out that the transaction would line their pockets with $50 million of payments management knew they were not contractually entitled to receive,” said Ashner and Witkoff. “Now, astonishingly, the same members of management who proposed the JBG nightmare expect stockholders to believe they are the same persons who we all should trust to be given a third opportunity to perform an expeditious value maximizing liquidation process?”
WW Investors said they still intend to file preliminary proxy materials with the SEC to solicit votes to elect five director nominees, including themselves, to the board. The other nominees are James Hoffmann, former partner and senior vice president of asset management firm Wellington Management Company; Gregory Hughes, principal for investment firm Roscommon Capital Limited Partnership; and Neil Koenig, co-founder of accounting firm Imowitz Koenig & Co.
Shares of NYRT stock closed at $9.73 on Monday.