Michael Ashner led Winthrop Realty Partners Joins Lionbridge / Robotti 13D Group
- Files Preliminary Proxy Statement and Issues Letter to Stockholders
- Highlights Plan to Transition Operations of CMCT to Winthrop at Over 60% Cost Savings as Newly Elected Board Studies Best Path Forward for Stockholders
- Concerned CMCT's Decision to Delay Annual Meeting is an Attempt to Frustrate Stockholder Vote
- Urges Stockholders to Support Highly Qualified Slate of Independent Director Nominees
NEW YORK, May 25, 2021 /PRNewswire/ -- Lionbridge Capital I, LP and its affiliates (collectively, "Lionbridge") and The Ravenswood Investment Company L.P. and its affiliates (collectively "Robotti") (Lionbridge and Robotti referred to herein, collectively, as the "Nominating Stockholders," "we," or the "group") are pleased to announce that Winthrop Realty Partners, L.P. (together with its affiliates, including Winthrop Capital Advisors LLC and First Winthrop Corp., collectively "Winthrop"), a vertically integrated real estate company led by Michael L. Ashner, has joined them in their effort to elect five highly-qualified independent directors to the board of CIM Commercial Trust Corporation ("CMCT" or the "Company"). Winthrop also disclosed that it has purchased 148,976 shares of CMCT in the open market. Lionbridge, Robotti and Winthrop together own 6% of the outstanding shares of CMCT and today the Nominating Stockholders filed preliminary proxy materials with the Securities and Exchange Commission (the "SEC") in connection with the 2021 Annual Meeting of Stockholders (the "Annual Meeting").
The Nominating Stockholders are also pleased to announce that they have received an initial proposal from Winthrop to replace CIM Group as CMCT's external manager and administrative services provider. Winthrop's proposal, if implemented, could reduce CMCT's corporate overhead by more than 60%, or $0.76 per share annually.1 The terms of Winthrop's proposal are set forth in the Appendix to our letter to stockholders below.
Winthrop is a vertically integrated real estate owner, operator, and asset and property management firm. The firm has overseen as external advisor and manager, six publicly traded real estate investment trusts, more than 45 publicly registered syndicated limited partnerships, and in excess of 150 privately syndicated limited partnerships. Winthrop was responsible for the ongoing management and the subsequent full liquidation, partial liquidation, and/or sale of most of these companies or their respective assets. These companies represented the interests of more than 250,000 stockholders and limited partners. Winthrop currently supervises the plan of liquidation for New York REIT, Inc. and Luby's Inc., both public reporting companies.
Greg Morillo, Chief Investment Officer of Lionbridge, provided the following comments on behalf of the Nominating Stockholders: "We are exceptionally pleased to be partnering with Michael Ashner and Winthrop. In addition to highlighting the many deficiencies of the current board, we can now present stockholders a detailed, transparent, and compelling alternative to the status quo. In Winthrop we have secured a partner with directly relevant experience in managing and operating public REITs. Furthermore, in contrast to the current governance structure, Winthrop would be reporting to a truly independent board of directors, none of whom would be an employee or principal of Winthrop. As important, Winthrop's proposal is terminable without penalty by independent directors on 30 days' notice, providing the reconfigured board with maximum flexibility as it studies the best path forward for the company and its stockholders."
Mr. Morillo added: "After years of value destruction and blatant disregard for good corporate governance and the best interests of the Company's stockholders, including the current Board's self-serving decision to delay the Annual Meeting without explanation when a credible slate of alternative directors has been proposed, we have methodically worked toward creating a plan to align interests and unlock maximum value for CMCT stockholders. Our slate of highly qualified nominees offers stockholders a way to clearly express their support for an appropriately sized cost structure and a fully independent and robust strategic review process. We intend to take the steps necessary to ensure the effective nomination of our nominees, in light of the delay in holding the Annual Meeting, while reserving the right to further assess our nominations and potential stockholder proposals."
Michael Ashner, Chairman and Chief Executive Officer of Winthrop, provided the following comments: "Winthrop has been an active real estate investor and operator for over 30 years. Having overseen and invested in a number of listed REITs and other public companies over the years, I have rarely seen a cost structure or pattern of governance more injurious to stockholders than the present situation at CMCT. The overhead consumed is grossly out of line for a portfolio of this size and concentration. Fortunately, Winthrop is fully qualified to provide the services and attention required at less than half of what is being charged presently. We look forward to working with a newly constituted board to maximize value and deliver those savings to stockholders. I would like to assure CMCT stockholders that other than this shared goal and our ownership of CMCT shares, we have no business relationship with any of the proposed directors. Further, Winthrop and its affiliates would be barred from acquiring any interest in any CMCT asset other than through our ownership of shares. We hope and expect this represents a refreshing change from the CIM fee structure, which so obviously encumbers the company's share price."
The full text of the letter to Stockholders can be viewed at the following link: Letter to CMCT Stockholders.
1 Estimated annual asset management and other corporate overhead savings under Winthrop's potential administration are set forth in an Appendix to the letter to stockholders. Winthrop's proposal to manage CIM Commercial Trust Corporation was also filed as pre-solicitation material under cover of Schedule 14A on May 25, 2021. |
CONTACT:
Greg Morillo
Lionbridge Capital LP
Email: [email protected]
Tel: (212) 300-8003
John Moran
Robotti & Company Advisors LLC
Email: [email protected]
Tel: (646) 442-6702
Bob Marese
MacKenzie Partners, Inc.
Email: [email protected]
Tel: (212) 929-5500
Important Information
This filing is not a solicitation of a proxy from any security holder of CIM Commercial Trust Corporation, a Maryland corporation (the "Company"). Lionbridge Capital, LP and Robotti & Company Advisors, LLC, together with the other participants named herein (collectively, the "Participants"), intend to file a preliminary proxy statement and accompanying GOLD proxy card with the Securities and Exchange Commission ("SEC") to be used to solicit votes for the election of its slate of highly-qualified director nominees at the 2021 Annual Meeting of Stockholders of CIM Commercial Trust Corporation.
Stockholders are urged to read the definitive proxy statement and GOLD proxy card when they become available, because they will contain important information about the Participants, the nominees, the Company and related matters. Stockholders may obtain a free copy of the definitive proxy statement and GOLD proxy card (when available) and other documents filed by the Participants with the SEC at the SEC's web site at www.sec.gov. The definitive proxy statement (when available) and other related SEC documents filed by the Participants with the SEC may also be obtained free of charge from the Participants.
Participants in Solicitation
The participants in the proxy solicitation are anticipated to be Lionbridge Capital, LP ("Lionbridge"), Lionbridge Capital I, LP ("Lionbridge I"), Lionbridge GP, LLC ("Lionbridge GP") Lionbridge Capital GP, LLC ("Lionbridge I GP"), Lionbridge Asset Management, LLC ("Lionbridge AM"), The Ravenswood Investment Company, L.P. ("Ravenswood I"), Ravenswood Investments III, L.P. ("Ravenswood III"), Ravenswood Management Company, L.L.C. ("Ravenswood Management"), Robotti & Company, Incorporated ("Robotti & Company"), Robotti & Company Advisors, LLC ("Robotti Advisors"), Robotti Securities, LLC ("Robotti Securities"), Robert E. Robotti, Gregory Morillo, Thomas Ferguson, Mark C. Gelnaw, Raymond V. Marino II, John S. Moran, Winthrop Realty Partners, L.P. and Michael L. Ashner.
As of the date hereof, (i) Lionbridge directly owned 60,761 shares of the Company's Common Stock, $0.001 par value per share (the "Common Stock"), (ii) Lionbridge I directly owned 183,339 shares of Common Stock; (iii) Ravenswood I directly owned 293,415 shares of Common Stock; (iv) Ravenswood Investments III directly owned 174,135 shares of Common Stock; (v) Lionbridge GP, as the general partner of Lionbridge, may be deemed the beneficial owner of the 60,761 shares of Common Stock owned directly by Lionbridge; (vi) Lionbridge I GP as the general partner of Lionbridge I, may be deemed the beneficial owner of the 183,339 shares of Common Stock owned directly by Lionbridge I; (vii) Lionbridge AM, as the asset manager of each of Lionbridge and Lionbridge I, may be deemed the beneficial owner of the 244,100 shares owned directly by Lionbridge and Lionbridge I; (viii) Gregory Morillo, as the managing member of each of Lionbridge GP, Lionbridge I GP, LLC and Lionbridge AM, may be deemed the beneficial owner of the 244,100 shares owned directly by Lionbridge and Lionbridge I; (ix) Ravenswood Management, as the general partner of each of Ravenswood I and Ravenswood III, may be deemed the beneficial owner of the 467,550 shares of Common Stock owned directly by Ravenswood I and Ravenswood III; (x) Robotti Advisors, as the investment advisor of each of Ravenswood I and Ravenswood III may be deemed the beneficial owner of the 467,550 shares of Common Stock owned directly by Ravenswood I and Ravenswood III; (xi) Robotti Securities may be deemed to be the beneficial owner of 500 shares of Common Stock owned in a discretionary account managed for a customer by Robotti Securities; (xii) Robotti & Company, (x) as the wholly-owned parent of Robotti Advisors, may be deemed to be the beneficial owner of the 467,550 shares of Common Stock beneficially owned by Robotti Advisors, and (y) as the parent of Robotti Securities, may be deemed the beneficial owner of 500 shares of Common Stock owned in a discretionary accounts managed by Robotti Securities for a customer; (xiii) Mr. Robotti, as the managing members of Ravenswood Management, may be deemed to be the beneficial owners of the 467,550 shares of Common Stock beneficially owned by Ravenswood Management; (xiv) Mr. Robotti, as the President of Robotti & Company and controlling stockholder, may also be deemed to be the beneficial owner of the 500 shares of Common Stock owned in a discretionary account managed by Robotti Securities for a customer. As of the date of hereof, Mr. John Moran was the direct beneficial owner of 35,859 shares of Common Stock and none of Messrs. Ferguson, Gelnaw or Marino II beneficially owned any shares of Common Stock. As of the date hereof, Winthrop Realty Partners, L.P. is the beneficial owner of 148,976 shares of Common Stock, and Michael L. Ashner may be deemed to beneficially own the shares held by Winthrop Realty Partners, L.P.
SOURCE Lionbridge Capital LP
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