American Strategic Investment Co. · NYSE:NYC
American Strategic Investment — American Realty Capital New York City REIT — Shareholder Meeting (June 2017)
24 slides from American Strategic Investment's shareholder meeting presentation, Jun 13, 2017
Slide 1: 2017 Annual Proxy Presentation
2017 Annual Proxy Presentation
Slide 2: Risk Factors and Forward-Looking Statements
American Realty Capital New York City REIT, Inc. 2 Risk Factors For a discussion of the risks which should be considered in connection with our company, see the section entitled “Item 1A. Risk Factors” in American Realty Capital New York City REIT, Inc.’s (“ARC NYCR” or the “Company”) Annual Report
Slide 3: 2017 Annual Stockholder Meeting
American Realty Capital New York City REIT, Inc. 3 2017 Annual Stockholder Meeting Our 2017 Annual Stockholder Meeting covers three topics: ▪ The election of four members to the Board of Directors ▪ The ratification and appointment of KPMG LLP as our independent registered public accounting firm for
Slide 4: Board Recommendation
American Realty Capital New York City REIT, Inc. 4 Board Recommendation* Why are we seeking approval of proposals to amend and restate our Charter? ▪ Since the completion of our IPO in May 2015 , our board of directors has focused on implementing our operational strategy, including preparing the com
Slide 5: Proposals 3 and 4 – Stock and Stockholder Rights
American Realty Capital New York City REIT, Inc. 5 Proposals 3, 4 and 5 – Stock and Stockholder Rights ▪ Provide clarification and give our board more flexibility around stock - related actions which it determines to be in the best interest of the company and our stockholders. The board would have t
Slide 6: Proposal – Conduct of Company Business
American Realty Capital New York City REIT, Inc. 6 Proposal 8 – Conduct of Company Business ▪ Removes sections which relate to our existing Share Repurchase Program and Distribution Reinvestment Plan. There is no effect on the existing plans. ▪ Clarifies that our board should have the authority, con
Slide 7: Proposal – Transfer and Ownership of Shares
American Realty Capital New York City REIT, Inc. 7 Proposal 9 – Transfer and Ownership of Shares ▪ Makes certain clarifying edits to the definitions and provisions of Section 5.9 of the Charter. Proposal 10 – NASAA Guidelines Control Interpretation ▪ This proposal seeks to delete language which sugg
Slide 8: Significance of Charter Changes
American Realty Capital New York City REIT, Inc. 8 Significance of Charter Changes Why are the proposed charter changes important to stockholders and to the company now? Although some aspects of our current charter provide stockholders with certain rights and protections, we believe that those ove r
Slide 9: Industry Practice
American Realty Capital New York City REIT, Inc. 9 Industry Practice Have similar charter changes been proposed and/or adopted after stockholder approval by other non - traded REITs and BDCs? Yes . Please see below for examples of companies who have proposed and passed or have similar charter change
Slide 10: What do I do next?
American Realty Capital New York City REIT, Inc. 10 What do I do next? Your vote matters and is important no matter how many shares you own. Please vote promptly so your vote can be received prior to the June 27, 2017 Annual Meeting of Stockholders. We have made it very quick and easy for you to vot
Slide 11: Risk Factors
American Realty Capital New York City REIT, Inc. 11 Risk Factors There are risks associated with an investment in our Company. The following is a summary of some of these risks. For a discussion of the risks which should be considered in connection with our Company, see the section entitled “Item 1A
Slide 12: ▪ Because investment opportunities that are suitable for us may also be suitable for
American Realty Capital New York City REIT, Inc. 12 ▪ Because investment opportunities that are suitable for us may also be suitable for other AR Global - advised programs or investors , our Advisor and its affiliates may face conflicts of interest relating to the purchase of properties and other in
Slide 13: www.NewYorkCityREIT.com
www.NewYorkCityREIT.com ▪ For account information, including balances and the status of submitted paperwork, please call us at (866) 902 - 0063 ▪ Financial Advisors may view client accounts, statements and tax forms at www.dstvision.com ▪ Shareholders may access their accounts at www.ar - global.com
Slide 14: APPENDIX - Full Text of Charter Change Proposals
APPENDIX - Full Text of Charter Change Proposals
Slide 15: Stock terms and rights proposal
American Realty Capital New York City REIT, Inc. 15 This proposal seeks to remove or revise those provisions that relate to the terms and rights of our classes and series of sto ck, including our Common Stock, and to offerings of our stock, all as more particularly described below: ▪ Section 5.2. St
Slide 16: Section 11.1 Meetings of Stockholders
American Realty Capital New York City REIT, Inc. 16 ▪ Section 11.1. Stockholders — Meetings of Stockholders . If adopted, this proposal would delete this section entirely. This section (i) sets forth certain requirements regarding location, time for holding and the notice for annual and special meet
Slide 17: Right of Inspection and Stockholder List
American Realty Capital New York City REIT, Inc. 17 ▪ If adopted, this proposal would delete Section 11.5. Stockholders — Right of Inspection and Section 11.6. Stockholders — Access to Stockholder List entirely . The MGCL contains provisions that govern the access that stockholders have to our books
Slide 18: Section 6.5 Fiduciary Obligations
American Realty Capital New York City REIT, Inc. 18 ▪ Section 6.5. Board of Directors — Fiduciary Obligations. If adopted, this proposal would delete this provision entirely. Section 6.5 states that the Company’s directors serve in a fiduciary capacity to the Company and that the directors also have
Slide 19: Conduct of Company Business provisions
American Realty Capital New York City REIT, Inc. 19 Proposal No. 8 removes or revises those provisions that limit or regulate how the Company operates and the process by which i t e ngages in transactions. ▪ Section 5.14. Stock — Repurchase of Shares. If adopted, this proposal would delete this prov
Slide 20: REIT ownership and transfer restrictions
American Realty Capital New York City REIT, Inc. 20 ▪ In order to maintain the Company’s REIT qualification under the Code, (i) any five individuals, as defined under the Code, ma y n ot own 50% or more of the shares of the Company’s stock and (ii) the Company must have at least 100 stockholders, du
Slide 21: Section 6.1 Number of Directors
American Realty Capital New York City REIT, Inc. 21 ▪ Section 6.1. Board of Directors — Number of Directors . Under Section 6.1, our Board of Directors must be comprised of not less than three nor more than ten directors and a majority of the Board of Directors must be comprised of “independent dire
Slide 22: Proposal No. 10 – NASAA Guidelines
American Realty Capital New York City REIT, Inc. 22 As described above under “Introductory Note — Proposals No. 3 through 11,” our current Charter includes provisions that are redu ndant, or may conflict, with the MGCL and provisions that are inconsistent with the charters of most publicly - traded
Slide 23: Proposal No. 11 – Advisor
American Realty Capital New York City REIT, Inc. 23 As described above under “Introductory Note — Proposals No. 3 through 11,” our current Charter includes provisions that are redu ndant, or may conflict, with the MGCL and provisions that are inconsistent with the charters of most publicly - traded
Slide 24: Article X Conflicts of Interest
American Realty Capital New York City REIT, Inc. 24 ▪ Article X. Conflicts of Interest . Article X (i) governs how certain transactions between the Company and AR Global, our Advisor, directors or officers or an y o f their affiliates are conducted due to the potential for conflicts of interest and
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