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Aug 03 2017

ARC NYC REIT Adjourns Stockholder Meeting for a Third Time

American Realty Capital New York City REIT Inc., a publicly registered non-traded real estate investment trust sponsored by AR Global, held its annual meeting of stockholders yesterday and elected all four director nominees and ratified the appointment of KPMG as the REIT’s independent registered accounting firm. The meeting was adjourned to solicit additional votes on proposed charter amendments and will be reconvened on September 7, 2017, according to a filing with the Securities and Exchange Commission.

The meeting was initially scheduled for June 27th, and reconvened on July 19th, and again on August 2nd.

As previously reported by The DI Wire, shareholders will vote on whether to remove the charter provision that prevents the REIT from retaining any advisor for longer than one year. Affiliated AR Global REITs have sought 20-year management agreements with its external advisor which is controlled by Nicholas Schorsch.



The REIT is also seeking to remove the charter provision that imposes a fiduciary responsibility on the advisor and duty to the company and to the stockholders.

The REIT is attempting to prevent the advisory agreement from being terminated on 60 days’ written notice, limiting access to the books and records of the company, allowing the board to privately sell shares in the company, eliminating the ability of 10 percent of shareholders to call a special meeting and giving the board authority to increase this threshold by 5x, and eliminating the current shareholder majority voting requirement before the board can take specified actions.

Last month, dissident shareholder Cove Partner III LLC – and entity overseen by Michael Asher and John Alba – issued a letter to fellow investors urging that they vote against the proposals, calling it a “basket of outrageous self-serving and entrenchment-minded proposals to amend the company’s charter.” Ashner was instrumental in replacing AR Global as the advisor of New York REIT (NYSE: NYRT) and shaking up its board of directors.

The September 7th meeting will be held at 4:00 p.m. at The Core Club in New York City.

Edward Weil, Jr, Elizabeth Tuppeny, Lee Elman, and Abby Wenzel will continue to serve on the board of directors.

American Realty Capital New York City REIT is a non-traded real estate investment trust focused on properties located in the five boroughs of New York City, with a focus on Manhattan. The company closed its initial public offering in May 2015 and had raised a total of $764 million in investor equity, as of March 31, 2017. The company owns six properties valued at $785 million.

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Article by: The DI Wire


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