Blackwells Capital LLC (together with its affiliates “Blackwells” or “we”), today issued a letter to fellow shareholders regarding the urgent need for boardroom change at The Necessity Retail REIT, Inc. (NASDAQ: RTL) (“Necessity Retail REIT” or “RTL”).
The full letter to shareholders has been reproduced below:
Dear fellow shareholder:
At the upcoming annual meeting of shareholders (including any other meeting of shareholders held in lieu thereof and adjournments, postponements, reschedulings or continuations thereof the “Annual Meeting”), shareholders have an opportunity to halt the ongoing destruction of value at The Necessity Retail REIT Inc. (“RTL”). As you may know, Blackwells has been working tirelessly on behalf of all shareholders to hold AR Global Investments, LLC (“AR Global”) – the parent company of the ‘advisor’ and ‘property manager’ of RTL- to account for its self-dealing and self-enrichment, to the substantial detriment of shareholders.
We believe the case for boardroom change is clear based on the following:
RTL trades at a 66% discount to its Net Asset Value and 62% discount to peers. This is due to the chokehold of its significantly off-market management agreement with AR Global. 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.
Since RTL’s initial public offering in 2018, there have been 8 dilutive stock issuances at the behest of AR Global. While shareholders have had to suffer through each of these dilutive issuances, AR Global’s unchecked parade against RTL’s coffers has led to annual fees and expenses increasing 3.0x during the same period.
We believe RTL’s board of directors (the “RTL Board”) and management is profoundly conflicted and have enabled AR Global’s self-dealing and corporate piracy. These entanglements include: (i) RTL’s CEO, President and Chairman, Michael Weil who is the founding Partner of AR Global; (ii) CFO Jason Doyle who is the former CAO of another AR Global advised entity; and (iii) Lisa Kabnick, the RTL Board’s “lead independent director”, who should be acting as an independent fiduciary for RTL shareholders, yet has profited considerably as a director on the boards of several AR Global-managed REITs.
Blackwells believes that RTL needs drastic corporate governance changes. In connection with the Annual Meeting, Blackwells has nominated two independent and highly qualified individuals for the RTL Board, Jim Lozier and Richard O’Toole. Both individuals bring a wealth of real estate and fiduciary experience, along with a track record of creating value. Blackwells has also proposed a series of advisory resolutions to bring much needed corporate governance reform to RTL. We believe these proposals, and our nominees, will bring integrity, intelligence and best practices of corporate governance to RTL once and for all.
Your vote is very important. In response to Blackwells’ nominations, the RTL Board has engaged in costly litigation to shield itself from scrutiny and suppress the voice of its shareholders. We urge all our fellow shareholders to vote.
Shareholders should use the WHITE Universal Proxy Card to vote FOR all of Blackwells’ director nominees. We are also asking you to vote FOR each of the Blackwells’ non-binding advisory resolutions on the WHITE Universal Proxy Card.
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.
(This news/press release has not been altered by investment.net, apart from the headline, and has been obtained from a syndicated source:- https://www.businesswire.com/news/home/20230418006121/en/Blackwells-Capital-Issues-Letter-to-Shareholders-of-The-Necessity-Retail-REIT-Inc-%E2%80%9CRTL%E2%80%9D-Ahead-of-Critical-Vote-at-the-2023-Annual-Meeting)