American Strategic Investment Co. · NYSE:NYC
American Strategic Investment — American Realty Capital New York City REIT — Shareholder Meeting (March 2018)
17 slides from American Strategic Investment's shareholder meeting presentation, Mar 28, 2018
Slide 1: American Realty Capital New York City REIT 2018 Annual Proxy Presentation
AMERICAN REALTY CAPITAL NEW YORK CITY REIT 2018 Annual Proxy Presentation
Slide 2: Important Information
2 Important Information 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 on Form 10 - K filed with t
Slide 3: 2018 Annual Stockholder Meeting Proposals
3 2018 Annual Stockholder Meeting ▪ The election of Abby Wenzel who is nominated for Class I Director ▪ Three charter amendment proposals to make our charter more consistent with those of publicly traded REITs. ▪ The ratification of the appointment of KPMG as our independent registered accounting fi
Slide 4: Board Recommendation
4 Board Recommendation* Why are we seeking approval of proposals to amend and restate our Charter? ▪ Our Board of Directors unanimously recommends a vote “FOR” the proposals to amend our Charter because the Amended Charter : ▪ Removes provisions that are not typically set forth in the charters of li
Slide 5: Charter Change Proposals
5 Charter Change Proposals Proposal 2 . A - Amendments to Eliminate NASAA REIT Guideline Provisions ▪ In offerings that are subject to state regulation, most states hold real estate investment trusts like ARC NYCR to a set of guidelines developed by the North American Securities Administrators Assoc
Slide 6: Charter Change Proposals - Continued
6 Charter Change Proposals - Continued Proposal 2.B - Amendment to Eliminate Duration of the Company Provision ▪ ARC NYCR’s current charter includes provisions related to the Company’s duration that may limit the Company’s flexibility in pursuing a liquidity event . The Amended Charter deletes the p
Slide 7: Significance of Charter Changes
7 Significance of Charter Changes Why are the proposed charter changes important to stockholders and to the company now? 2 1 ARC NYCR Life Cycle 3 Offering Stage Operational Stage Liquidity Stage ▪ ARC NYCR and other public nonlisted REITs must comply with federal and state securities laws in order
Slide 8: Industry Practice
8 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 similar charter changes REIT Annual Meeting Year Approved? Inland Western (RPAI)
Slide 9: Proxy Materials Designed for Financial Advisors
9 Proxy Materials Designed for Financial Advisors Sample Letter for FA’s to send to their clients Proxy Awareness Postcards mailed to stockholders Stockholder Letter that accompanies Proxy Statement mailing
Slide 10: Property Portfolio
10 Property Portfolio 1140 Avenue of Americas 123 William Street 9 Times Square 200 Riverside Parking Garage The Hit Factory Laurel Commercial Condominiums
Slide 11: What do I do next?
11 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 received prior to the 2018 Annual Meeting of Stockholders.
Slide 12: Risk Factors
12 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 1 A . Risk Factors” in the Company’s Annual Repor
Slide 13: NewYorkCityREIT.com
13 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 – Summaries of Charter Change Proposals
APPENDIX – Summaries of Charter Change Proposals
Slide 15: Amendments to Eliminate NASAA REIT Guideline Provisions
15 Amendments to Eliminate NASAA REIT Guideline Provisions ▪ Deletion of definitions in Article IV that are no longer applicable as a result of the removal of certain provisions in the Amended Charter . ▪ Deletion of language in Section 5 . 2 (ii) and Section 5 . 3 regarding the requirement that vo
Slide 16: Amendment to Eliminate Duration of the Company Provision
16 ▪ If adopted, this proposal would delete Article XV of our current Charter entirely . This article requires, subject to stockholder approval and unless postponed, the liquidation of the Company if the Board of Directors has not pursued a Liquidity Event (as defined in the Charter) by the sixth an
Slide 17: Ownership and Transfer Restrictions Amendments
17 ▪ In order to maintain the Company’s REIT qualification under the Code, (i) any five individuals, as defined under the Code, may not own 50 % or more of the shares of the Company’s stock and (ii) the Company must have at least 100 stockholders, during specified periods of time . In addition, the
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