|By PR Newswire||
|August 28, 2013 08:08 PM EDT||
COSTA MESA, Calif., Aug. 28, 2013 /PRNewswire/ -- Thompson National Properties, LLC ("TNP") today criticized SRT's Special Committee and Glenborough LLC ("Glenborough") for yet again failing to give shareholders of Strategic Realty Trust, Inc. ("SRT") a meaningful voice.
SRT has not held an annual meeting in over 13 months. During this period, SRT's Special Committee has implemented fundamental (and we think ill-advised and self-serving) changes to the company without shareholder input.
Instead of allowing shareholders to express their views on the company's direction by exercising their voting rights, Glenborough and the Special Committee members have summoned the shareholders for a conference call on five days' notice. We believe that on this call Glenborough will continue to try to lecture and indoctrinate the shareholders and attempt to justify the value destroying actions taken by Glenborough and the Special Committee instead of giving shareholders an opportunity to have an effective say.
In connection with the conference call, SRT's Special Committee again circulated its MISLEADING August 12th press release and issued another 8-K today. Undoubtedly, Glenborough will continue to trot out mischaracterizations and half-truths about TNP on the call. We responded in detail to many of SRT's spurious allegations in our August 16th press release, however some points bear repeating:
- The Special Committee sold, in July 2013, Glenborough a 12% interest in SRT Holdings in a sweetheart deal that in our view entrenched and enriched Glenborough. We estimate that Glenborough received at least a $468,000 discount to market value in the acquisition. Why didn't the Directors Levin, Rogers and Maier offer this opportunity to anyone else, including existing shareholders? Why didn't these Directors seek a Fairness Opinion?
- Glenborough does not have the necessary experience to run SRT. It has no recent experience in managing retail properties. The sale of Craig Promenade, which is the first transaction that Glenborough negotiated and managed on behalf of SRT, failed to close and is now mired in litigation. Can we afford to allow Glenborough to learn on the job?
- We believe the patience of the SRT shareholders should be rewarded with a liquidity event in the near term. However, Glenborough wants to implement a new growth strategy, which would keep the shareholders' capital tied up for the long-term.
- The fee savings touted by the company are a red herring to distract the shareholders from an estimated $5M or more of fees or unnecessary costs resulting from the actions of Phillip Levin, John Maier and Jeffrey Rogers as members of the Special Committee. Moreover, the calculation of fees savings is highly misleading because it is comparing apples to oranges. The fees earned by TNP were primarily earned because of acquisitions and other transactions during the growth phase of the company, as opposed to asset management based advisory fees that would be paid to Glenborough during the company's current static stage.
- Directors Levin, Maier and Rogers were fully aware of the terms of the Lahaina Gateway Torchlight Loan transaction that they now claim were onerous. In fact, the Special Committee had multiple opportunities to reject the acquisition based on written communications between their own CFO and themselves. However, they (and not TNP) approved the wire of funds to close the purchase on November 9th, 2012.
- SRT's statements regarding FINRA allegations on three private offerings in 2008-2009 will be vigorously defended and have no effect on TNP's business operations or TNP's or its affiliates' 40 years of successful securities track record as a real estate sponsor, which has been successful for investors.
- TNP's advanced fees were approved and always earned and disclosed in numerous previous filings.
Rather than paying lip service to the shareholders with a conference call, why won't SRT Special Committee hold an annual meeting in 2013 and give us shareholders a meaningful voice? TNP has already provided the shareholder list to SRT, so there should be no more excuses. We believe Glenborough and the Special Committee are afraid that the shareholders have had enough and will seek to reclaim their company.
TNP is a real estate advisory company, specializing in acquisitions for high net worth investors and their joint venture partners, along with 3rd party property management, asset management and receivership advisory services.
Headquartered in Costa Mesa, California, TNP was founded in April 2008 and has three regional offices. As of August 28, 2013, TNP manages a portfolio of 106 commercial properties, in 24 states, totaling approximately 11.02 million square feet, on behalf of over 6,000 investor/owners/lenders with an overall purchase value of $1.2 billion. For more information regarding TNP, please visit www.tnpre.com.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy securities.
SOURCE Thompson National Properties, LLC