RFT is a publicly owned, non-traded real estate investment trust ("REIT"). According to public filings, RFT is "in business to originate, acquire and manage a diversified portfolio of commercial real estate debt secured by properties located both within and outside of the United States." RFT is controlled by AR Global Investments, LLC ("AR Global"), a related entity currently taking steps to "roll up" RFT and other non-traded REITs controlled by AR Global, including the following entities:
- American Realty Capital – Retail Centers of America, Inc.
- American Realty Capital Global Trust II, Inc.; and
- American Realty Capital Healthcare Trust III, Inc.
On April 29, 2016, RFT filed a Proxy Statement with the SEC setting the date for the Company's Annual Meeting for June 9, 2016 (currently adjourned to June 17, 2016). Therein, the defendants recommended that RFT's shareholders vote at the Annual Meeting to approve numerous amendments to the Company's Articles of Amendment and Restatement (the "Charter"). As more fully detailed in the complaint, approval of the proposed amendments to the Charter will eliminate valuable shareholder protections and rights currently enjoyed by RFT's shareholders under the Charter, including the right to an independent appraisal of the Company's value in connection with a roll up transaction and the ability to receive a pro rata share of the Company's appraised value in cash.
As further detailed in the complaint, although the defendants seek to eliminate valuable shareholder protections currently enjoyed by RFT's shareholders under the Charter, the Proxy Statement's explanation for why shareholder approval is sought for amendments to the Charter is materially misleading and incomplete. For example, the Proxy Statement fails to disclose to shareholders that AR Global has already taken steps to roll up RFT and other non-traded REITs controlled by AR Global into American Finance Trust, Inc. – another non-traded REIT controlled by AR Global. Additionally, the Proxy Statement improperly bundles unrelated Charter amendments in a single voting proposal, illegally requiring RFT shareholders to vote up or down separate Charter amendments collectively rather than being able to vote separately on the distinct proposed Charter amendments.
Plaintiff is represented by Kessler Topaz Meltzer & Check, which prosecutes class actions in state and federal courts throughout the country. Kessler Topaz Meltzer & Check is a driving force behind corporate governance reform, and has recovered billions of dollars on behalf of institutional and individual investors from the United States and around the world. The firm represents investors, consumers and whistleblowers (private citizens who report fraudulent practices against the government and share in the recovery of government dollars). For more information about Kessler Topaz Meltzer & Check, or for additional information about participating in this action, please visit www.ktmc.com.
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Kessler Topaz Meltzer & Check, LLP
D. Seamus Kaskela, Esq.
Adrienne O. Bell, Esq.
280 King of Prussia Road
Radnor, PA 19087
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SOURCE Kessler Topaz Meltzer & Check, LLP