New York REIT (NYRT), WW Investors Enter Settlement Agreement
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New York REIT, Inc. (NYSE: NYRT) announced that it has entered into a settlement agreement with Michael L. Ashner, Steven Witkoff, and their jointly owned entity, WW Investors LLC ("WW Investors"), pursuant to which the Company will expand the size of its Board of Directors (the "Board"), adding James P. Hoffmann, Gregory F. Hughes and Craig T. Bouchard as new independent directors, effective immediately, and expeditiously opting out of the Maryland Unsolicited Takeover Act ("MUTA"). With the election of Messrs. Hoffmann, Hughes and Bouchard, the Board will comprise nine highly-qualified and experienced directors, eight of whom are independent.
Randolph C. Read, Chairman of the Board, said "We welcome open dialogue with and input from our stockholders and are pleased to have reached this agreement with WW Investors, which we believe represents a positive outcome for all NYRT stockholders. James, Greg and Craig all possess relevant expertise that complements the talents possessed by our current directors. We look forward to benefitting from their added perspective to NYRT's Board as we seek to execute on the proposed plan of liquidation. NYRT remains committed to acting in the best interest of all stockholders and will continue to take action to maximize stockholder value."
Michael Ashner of WW Investors stated: "We are pleased to have reached a constructive resolution with the NYRT Board that is in the best interests of all NYRT stockholders. By adding James and Greg, as well as Craig as directors, opting out of MUTA, and conducting a joint vote on the proposed plan of liquidation at the Annual Meeting, NYRT has both enhanced the Board with strong stockholder advocates with exceptional track records of creating stockholder value and enhanced its corporate governance. We have confidence James, Greg, and Craig will work effectively with the rest of the NYRT Board towards a successful execution of the proposed plan of liquidation to maximize value for all stockholders."
The appointment of Messrs. Hoffmann, Hughes and Bouchard is pursuant to a settlement agreement between the Company and WW Investors, which beneficially owns an appreciable number of the Company's outstanding shares. Under the terms of the agreement which include the Company's agreeing to take all action necessary to opt out of MUTA, WW Investors has agreed to vote its shares in support of NYRT's slate of nine director nominees at the 2016 Annual Meeting of Stockholders (the "Annual Meeting"), which will be held concurrent with a stockholder vote on the proposed plan of liquidation. The Company plans to disclose these nominees in forthcoming solicitation materials to be filed with the U.S. Securities and Exchange Commission (the "SEC") in due course. In addition, WW Investors will, among other things, withdraw its nomination of candidates to stand for election at the Annual Meeting, and has agreed to customary standstill provisions through December 31, 2017. The Company has also agreed to reimburse WW Investors' expenses. The complete settlement agreement will be included as an exhibit to a Current Report on Form 8-K filed with the Securities and Exchange Commission.
Additionally, the Company's agreement to opt out of MUTA, which would have permitted the Board to stagger its members without stockholder approval, is irrevocable unless first approved by the stockholders with an affirmative vote of a majority of the votes cast.
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