Blackwells Capital Issues Letter to Shareholders of The Necessity Retail REIT, Inc.
2023年5月5日 - 1:55AM
ビジネスワイヤ(英語)
New York Federal Court Denies RTL’s Entrenched
Efforts to Prevent Blackwells from Soliciting Proxies
Current Board has Failed Shareholders by
Presiding Over the Destruction of Value by AR Global, Abysmal
Financial Results and Industry-Worst Corporate Governance
Shareholders are Fully Able to Vote on
Blackwells’ WHITE Universal
Proxy Card
Encourages Shareholders to Review Blackwells’
Presentation: The Case For Change - Global Net Lease, Inc. &
The Necessity Retail REIT, Inc. – at www.StopARGlobal.com
Blackwells Capital LLC (together with its affiliates,
“Blackwells”), today issued a letter to fellow shareholders
reminding them to vote on the WHITE Universal Proxy Card to support the
urgent need for boardroom change at The Necessity Retail REIT, Inc.
(“RTL”) (NYSE: RTL).
The full letter to shareholders has been reproduced below:
Dear Fellow Shareholder:
At the upcoming annual meeting of shareholders on May 18, 2023,
shareholders will have an opportunity to halt the ongoing
destruction of value at The Necessity Retail REIT, Inc. (“The
Necessity Retail REIT” or “RTL”) by electing two highly qualified
and independent director candidates, Jim Lozier and Richard O’Toole
(together, the “Blackwells Nominees”), by voting on the
WHITE Universal Proxy Card.
Blackwells’ WHITE Universal
Proxy Card has been cleared by the Securities and Exchange
Commission (the “SEC”). Shareholders are fully able to vote on our
WHITE Universal Proxy Card. No
court has ordered otherwise.
Yesterday, a federal judge in New York DENIED a request by RTL to prevent Blackwells
from soliciting proxies. The judge denied RTL’s motion for a
preliminary injunction in its entirety (shareholders can read the
judge’s full opinion online1). It is, in our view, alarming that,
within hours of the judge’s decision, RTL perpetuated its waste of
shareholders’ capital by filing an appeal. We question whether the
board of directors of RTL (the “RTL Board”) even took the time to
meet to discuss whether continuing this spurious litigation is in
the best interests of shareholders. Blackwells will continue to
fight back against all improper efforts by AR Global’s CEO, Michael
Weil, and his lieutenants to misuse the court system and corporate
machinery as a means to silence the voices of RTL’s
shareholders.
Voting “FOR” all of the Blackwells Nominees on the
WHITE Universal Proxy Card will
remind the RTL Board that using intimidation techniques–including
leveraging cost-prohibitive litigation–will not prevent
shareholders from exercising their fundamental right to nominate
directors.
We believe the case for boardroom change is clear based on the
following:
- RTL trades at a significant 66% discount to its Net Asset Value
and a 62% discount to peers due to its significantly off-market
management agreement with AR Global Investments, LLC (“AR Global”),
the parent company of RTL’s “advisor” and “property manager”. Since
2015, RTL has paid AR Global $498 million in fees and expenses
while RTL shareholders have suffered a 62% stock price decline,
representing $1.3 billion in total value destruction.
- We believe the RTL Board and management are profoundly
conflicted and have enabled RTL and AR Global to take actions that
are not in the best interest of shareholders.
- We believe that RTL needs drastic corporate governance changes,
including the election of the Blackwells Nominees and the series of
changes we have recommended in its proposals.
Blackwells recently published a presentation – The Case For
Change - Global Net Lease, Inc. & The Necessity Retail REIT,
Inc. – further detailing the case for change at RTL and why the AR
Global management agreement continues to significantly harm
shareholders. Shareholders are encouraged to review the
presentation for themselves at
https://stoparglobal.com/wp-content/uploads/2023/04/GNL-and-RTL-Deck-4.25.23.pdf
Your vote is very important. We believe that the RTL
Board will continue its entrenchment by postponing, adjourning or
delaying its Annual Meeting if the court in Maryland grants the
injunctive relief sought by Blackwells Onshore I, LLC. RTL has not
made any disclosure about this possibility in its proxy
solicitation materials on file with the SEC. We believe RTL’s
failure to make this disclosure is intentionally misleading to
shareholders and a violation of the SEC’s regulations. We have
demanded RTL fix its disclosures without any further delay. RTL
continues to ignore our demands.
Shareholders should use the WHITE Universal Proxy Card to vote FOR
all of Blackwells Nominees. We are also asking you to vote
FOR each of Blackwells’ non-binding advisory resolutions on
the WHITE Universal Proxy Card.
More information on voting on the WHITE Universal Proxy Card may be found in our
proxy materials and in RTL’s proxy materials. Since RTL refuses to
use a universal proxy card, Voting
Today on the WHITE
Universal Proxy Card is the only way to vote for Blackwells’
candidates and proposals.
If you have already voted on the Company’s proxy card, you have
every right to change your vote by (i) signing, dating and
returning a later dated WHITE
Universal Proxy Card, (ii) voting via the Internet, by following
the instructions on the WHITE
Universal Proxy Card or (iii) voting virtually at the Annual
Meeting.
We thank our fellow shareholders for their support and look
forward to finally putting an end to the ongoing value destruction
at RTL.
Shareholders who require assistance voting their WHITE Universal Proxy Card can contact Morrow
Sodali at 1-800-662-5200 or at
Blackwells@morrowsodali.com.
Sincerely,
Jason Aintabi Chief Investment Officer Blackwells Capital
LLC
IMPORTANT ADDITIONAL INFORMATION
Blackwells Onshore I LLC (“Blackwells Onshore”), Blackwells
Capital LLC (“Blackwells Capital”), Jason Aintabi (collectively,
Mr. Aintabi, Blackwells Onshore and Blackwells Capital,
“Blackwells”), Related Fund Management, LLC (“RFM”), Richard
O’Toole and James L. Lozier (collectively, Blackwells, RFM and
Messrs. O’Toole and Lozier, the “Participants”) are participants in
the solicitation of proxies from the stockholders of RTL in
connection with the 2023 annual meeting of stockholders (including
any other meeting of shareholders held in lieu thereof and
adjournments, postponements, reschedulings or continuations
thereof, the “Annual Meeting”). The Participants have filed with
the SEC a definitive proxy statement (the “Proxy Statement”) and
accompanying WHITE Universal
Proxy Card to be used in connection with any such solicitation of
proxies from RTL’s stockholders for the Annual Meeting. BLACKWELLS
STRONGLY ADVISES ALL STOCKHOLDERS OF RTL TO READ THE PROXY
STATEMENT, THE ACCOMPANYING WHITE UNIVERSAL PROXY CARD AND OTHER DOCUMENTS
RELATED TO THE SOLICITATION OF PROXIES BY THE PARTICIPANTS, AS THEY
CONTAIN IMPORTANT INFORMATION, INCLUDING ADDITIONAL INFORMATION
RELATED TO THE PARTICIPANTS AND THEIR DIRECT OR INDIRECT INTERESTS,
BY SECURITY HOLDINGS OR OTHERWISE. The Proxy Statement and an
accompanying WHITE Universal
Proxy Card are being furnished to some or all of RTL’s stockholders
and are available, along with any amendments or supplements to the
Proxy Statement and other relevant documents, at no charge on the
SEC’s website at http://www.sec.gov/. In addition, the Participants
will provide copies of the Proxy Statement without charge upon
request. Requests for copies should be directed to Blackwells
Onshore.
1
https://stoparglobal.com/wp-content/uploads/2023/05/2023-05-03-Order-Denying-Plaintiffs-Mtn-for-Preliminary-Injunction.pdf
View source
version on businesswire.com: https://www.businesswire.com/news/home/20230504005924/en/
Morrow Sodali (800) 662-5200 blackwells@morrowsodali.com
Gagnier Communications Dan Gagnier (646) 569-5897
blackwells@gagnierfc.com
Longacre Square Partners (646) 386-0091
blackwells@longacresquare.com
Necessity Retail REIT (NASDAQ:RTL)
過去 株価チャート
から 4 2024 まで 5 2024
Necessity Retail REIT (NASDAQ:RTL)
過去 株価チャート
から 5 2023 まで 5 2024