New York REIT (NYRT) Selects Winthrop REIT Advisors LLC as New External Advisor
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New York REIT, Inc. (NYSE: NYRT), today announced that the Company's Board of Directors has selected Winthrop REIT Advisors LLC to become its new external advisor. The appointment follows a thorough and diligent process conducted by the independent directors of the Company's Board of Directors (the "Board"), with the assistance of its independent legal and financial advisors, to select a new, qualified party to serve as external advisor for the Company. As part of that process, the Board contacted 31 entities to submit proposals and received a total of 14 proposals, and ultimately concluded that the appointment of Winthrop represented the best option to oversee the proposed plan of liquidation, pending stockholder approval, and to maximize value for stockholders.
NYRT also announced today that the Company has entered into an extension of its advisory agreement with its current advisor, New York Recovery Advisors, LLC (which is managed by AR Global Investments, LLC; collectively referred to as "ARG" herein), partly in order to facilitate a smooth transition to Winthrop. The extension is through March 31, 2017, although the Company can terminate it on three business days' notice after the later of February 28, 2017 and the filing of NYRT's 2016 Annual Report on Form 10-K (the "10-K"). This agreement with ARG is designed to enable NYRT to file its 10-K in a timely manner and in compliance with all filing, regulatory and audit requirements. After the filing of the 10-K, the Board expects ARG to conclude its services and all other advisory duties will transition to Winthrop. Commencing January 3, 2017, Winthrop will advise the Company with respect to the plan of liquidation, and manage all aspects of the proposed plan of liquidation at the Board's direction and the Board expects to move forward expeditiously with the plan of liquidation once it is approved by the shareholders. Additional details regarding the new external management contract with Winthrop and the extension agreement with ARG will be provided in a Form 8-K to be filed today with the U.S. Securities and Exchange Commission ("SEC").
Randolph C. Read, Chairman of the Board, commented, "We are pleased to announce the appointment of Winthrop as NYRT's new external advisor which will be led by Wendy Silverstein. The independent directors of the Board reached this decision following a robust and comprehensive process focused on selecting the most qualified adviser to manage the proposed plan of liquidation and to maximize value for all stockholders. Following an extensive vetting process, the Board chose Winthrop and Silverstein for their deep real estate background and Winthrop's extensive experience leading companies through liquidation events, as well as the cost savings the new contract will provide the Company over its expected term."
Mr. Read continued, "On behalf of the Board, we would like to thank ARG for agreeing to extend its agreement, which we believe is in the best interests of stockholders and will ensure a seamless transition of the external management contract, and all the hard work of ARG and its employees in serving NYRT stockholders since its inception in 2009."
"We are excited to have been selected as the new external advisor for NYRT and look forward to working alongside the Board to maximize value for all NYRT stockholders," said Michael Ashner of Winthrop and Wendy Silverstein. "NYRT has an outstanding portfolio of assets and we are well prepared to work with the Board to execute the proposed plan of liquidation as expeditiously as possible, pending approval by NYRT stockholders. I also want to recognize the leadership of Randy Read in bringing the parties together," said Michael Ashner.
The Company has recently announced that it will hold two separate stockholder meetings: an annual meeting to vote on the election of directors and a special meeting to approve NYRT's proposed plan of liquidation and dissolution. The bifurcation of meetings will allow the Company to begin liquidation accounting for the full year 2017, which will result in accounting cost savings for the Company while allowing it to remain in compliance with New York Stock Exchange annual meeting requirements. As previously announced, NYRT will hold the vote on the election of directors on December 30, 2016, and now plans to hold a vote on the plan of liquidation and dissolution on January 3, 2017. Stockholders of record at the close of business on November 10, 2016 will be entitled to vote at the meetings. The annual meeting proxy statement has been sent to stockholders and the special meeting proxy has been filed with the SEC and will be sent to stockholders following SEC review.
Mr. Ashner further stated, "We believe the bifurcation of the Annual Meeting is in the best interests of NYRT and its stockholders. WW Investors intends to vote in favor of the plan of liquidation and all the directors standing for election, and fully supports the actions of the Board."
Additional information regarding the nominees and voting instructions can be found in the Company's preliminary proxy materials, which have been filed with the SEC.
Debevoise & Plimpton LLP, special counsel to the independent directors of the Board, as well as a nationally recognized valuation consultancy, assisted the independent directors of the Board in the RFP process. In an effort to remove any potential conflicts of interest, William M. Kahane, a member of the Board, recused himself from all deliberations relating to the RFP process.
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