Blackwells Welcomes Monmouth’s Announced Strategic Review of Alternatives
January 15 2021 - 7:30AM
Blackwells Capital LLC (together with its affiliates “Blackwells”),
an alternative investment management firm that owns approximately
4% of the outstanding shares of common stock of Monmouth Real
Estate Investment Corporation (NYSE: MNR) (“Monmouth” or the
“Company”), today announced its support for the strategic
alternatives process announced by Monmouth, while demanding the
Board of Directors (the “Board”) create a Special Committee of
independent directors, unaffiliated with the Landy family.
Jason Aintabi, Chief Investment Officer of Blackwells, said, “We
made our $18 per share offer for Monmouth, noting that Monmouth was
not suited to being a public company – investors have grown weary
of the Landy family’s control and poor capital allocation, and the
lack of liquidity in the stock which has further dampened investor
interest. We are pleased that the Board has taken our direction,
and is now running a strategic alternatives process. If that
process is conducted in earnest, we expect it will lead to a sale
of the Company.”
Blackwells remains concerned that the Landy family, whose
members and friends constitute a majority of the Board, has a
strong desire to have Monmouth remain an independent company and
preserve the family’s effective control. Blackwells noted that
Monmouth has devoted significant shareholder capital to a non-core
securities portfolio that supports a company in which the Landy
family has separate interests. And, Blackwells believes the Landy
family’s legacy ownership position has a low cost basis, which may
make a sale of the Company less attractive to the Landy family than
to other owners, as a matter of tax and estate planning.
“For the strategic alternatives process to be credible and reach
an objective conclusion, the Monmouth Board must not allow the
Landy family members and their friends to have undue influence,”
continued Mr. Aintabi. “We believe the Board should establish a
Special Committee, consisting of entirely independent directors, to
oversee the review process, ensuring shareholders reach an optimal
outcome.”
Blackwells has previously provided the Company with notice of
its intention to nominate four candidates for election to the Board
at the upcoming 2021 Annual Meeting of Shareholders. The
professionals that Blackwells has nominated have experience in real
estate, capital markets, mergers and acquisitions and public
company governance. If elected, the Blackwells nominees will be
independent of Landy family influence and help Monmouth consider
all alternatives fairly and objectively.
Blackwells’ nominees to the Monmouth Board are:
- Craig M. Hatkoff. Mr. Hatkoff has served as
Executive Chairman of LEX Markets, a real estate and alternative
asset fintech start-up, since April 2019. He was the Co-Head of the
Real Estate Investment Banking Unit of Chemical Bank and serves on
the Board of Colony Capital, Inc., a public real estate investment
trust that focuses on global digital infrastructure, and SL Green
Realty Corp., a public real estate investment trust and the largest
owner of commercial real estate in Manhattan. He served as a
Director of Taubman Centers, Inc., a real estate investment trust
engaged in the ownership, management and leasing of retail
properties, from May 2004 to January 2019, and was a Co-Founder and
Director of Capital Trust, Inc., a real estate investment
management company, from 1997 to 2010.
- Jennifer M. Hill. Ms. Hill has served as the
Founder and CEO of Murphy Hill Consulting, a Connecticut-based
consulting business providing consulting services focused on the
financial services, asset management, insurance and risk management
industries, since October 2017. She served as the Chief Financial
Officer of Bank of America Merrill Lynch from 2011 to 2014. Prior
to joining Bank of America, Ms. Hill was Group Director of Strategy
and Corporate Finance at Royal Bank of Scotland, the Chief
Financial Officer of Tisbury Capital Management and a Managing
Director of Goldman Sachs, & Co. Ms. Hill is a director of
Santander Asset Management, an international asset manager; Melqart
Funds, which are London-based hedge funds focused on event-driven
strategies; LaCrosse Milling, a Wisconsin-based oat milling
company; and Arkadia Asset Management, a Swiss-based hedge
fund.
- Allison Nagelberg. From 2000 until her
retirement in December 2019, Ms. Nagelberg served as the General
Counsel of Monmouth. Ms. Nagelberg also served as General Counsel
of UMH Properties, Inc., a public REIT and related company of
Monmouth that owns and operates manufactured housing communities,
from 2000 to 2013. Ms. Nagelberg served as General Counsel of
Monmouth Capital Corporation, a public REIT investing in net-leased
industrial properties, from 2000 to 2007, at which time Monmouth
Capital became a wholly owned subsidiary of Monmouth.
- Todd S. Schuster. Mr. Schuster was as a Senior
Partner for Ares Management, a global alternative asset manager
with over $140 billion of assets under management, from June 2013
to September 2015. While at ARES, Mr. Schuster served as Global
Head of Real Estate Credit Investments and in that role served as
the Co-Chief Executive Officer, then sole Chief Executive Officer,
of Ares Commercial Real Estate Corporation, a publicly traded
specialty finance company and real estate investment trust. Mr.
Schuster previously founded, and served as the Chief Executive
Officer, and as a member of the Board of Directors, of CW Financial
Services LLC, an investment and financial services firm, from 1992
to 2009. Since July 2020, he has served as a member of the board of
directors of TPG Real Estate Finance Trust, a publicly held
commercial real estate finance company. Mr. Schuster served on the
Board of Directors of ACRE from April 2012 to September 2015,
including as an independent director and member of the audit
committee until May 2013.
CERTAIN INFORMATION CONCERNING THE
PARTICIPANTS
BLACKWELLS CAPITAL LLC (“BLACKWELLS”) STRONGLY ADVISES ALL
SHAREHOLDERS OF THE COMPANY TO READ THE PROXY STATEMENT AND OTHER
PROXY MATERIALS AS THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION. SUCH PROXY MATERIALS WILL BE AVAILABLE AT NO
CHARGE ON THE SEC’S WEBSITE AT HTTP://WWW.SEC.GOV. IN ADDITION, THE
PARTICIPANTS IN THIS PROXY SOLICITATION WILL PROVIDE COPIES OF THE
PROXY STATEMENT WITHOUT CHARGE, WHEN AVAILABLE, UPON REQUEST.
REQUESTS FOR COPIES SHOULD BE DIRECTED TO BLACKWELLS.
The participants in the proxy solicitation are Blackwells, Jason
Aintabi, Craig M. Hatkoff, Jennifer M. Hill, Allison Nagelberg, and
Todd Schuster (collectively, the “Participants”).
As of the date hereof, Blackwells beneficially owns 200,100
shares of the Company’s common stock, par value $0.01 per share
(the “Common Stock”), including 125,000 shares of Common Stock
underlying call options exercisable within sixty (60) days of the
date hereof. Additionally, Blackwells beneficially owns options
that provide the holder the right to sell an underlying 25,000
shares of Common Stock which are exercisable within sixty (60) days
of the date hereof. As of the date hereof, Mr. Aintabi beneficially
owns 3,725,134 shares of Common Stock, including (i) 200,100 shares
of Common Stock owned by Blackwells, of which Mr. Aintabi may be
deemed the beneficial owner, as Managing Partner of Blackwells,
(ii) 3,370,034 shares of Common Stock beneficially owned by BW
Coinvest Management I LLC, which Mr. Aintabi, as the owner and
President & Secretary of Blackwells Asset Management LLC, the
owner and sole member of BW Coinvest Management I LLC, may be
deemed to beneficially own and (iii) 155,000 shares of Common Stock
underlying call options exercisable within sixty (60) days of the
date hereof. Additionally, Mr. Aintabi may be deemed to
beneficially own options that provide the holder the right to sell
an underlying 75,000 shares of Common Stock which are exercisable
within sixty (60) days of the date hereof. As of the date hereof,
Ms. Nagelberg is the beneficial owner of 64,089.5767 shares of
Common Stock, and Mr. Schuster is the beneficial owner of 102,248
shares of Common Stock. Neither Ms. Hill nor Mr. Hatkoff owns any
shares of Common Stock as of the date hereof. Collectively, the
Participants beneficially own in the aggregate approximately
3,891,471.5767 shares of Common Stock, including (i) 280,000 shares
of Common Stock underlying call options exercisable within sixty
(60) days of the date hereof, representing approximately 4.07% of
the outstanding shares of Common Stock.
About Blackwells Capital
Blackwells Capital was founded in 2016 by Jason Aintabi, its
Chief Investment Officer. Since that time, it has made investments
in public securities, engaging with management and boards, both
publicly and privately, to help unlock value for stakeholders,
including shareholders, employees and communities. Throughout their
careers, Blackwells’ principals have invested globally on behalf of
leading public and private equity firms and have held operating
roles and served on the boards of media, energy, technology,
insurance and real estate enterprises. For more information, please
visit www.blackwellscap.com
Contact:Gagnier CommunicationsDan Gagnier /
Jeffrey Mathews 646-569-5897Blackwells@gagnierfc.com
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