NorthStar Asset Management Group’s March 21 announcement that its board of directors had formed a special committee to oversee a strategic review process to regain value for shareholders has been met with skepticism from at least one shareholder.
The committee includes three independent directors who are not members of the board of directors of the real estate investment trust NorthStar Realty Finance Corp., NSAM said, and the committee has hired Evercore Partners Inc. as a financial adviser. The three directors had hired Fried, Frank, Harris, Shriver & Jacobson as their legal adviser before the special committee was formed.
“The formation of the special committee, and its retention of separate financial and legal advisors, represents the board’s commitment to maximize value for the company’s shareholders,” David Hamamoto, executive chairman of the NSAM Board of Directors, said in a statement.
Jonathan Litt, founder and chief investment officer of registered investment manager Land and Buildings, however, labeled the formation of the special committee “farcical” in a March 21 letter to Hamamoto. Litt called for NSAM to create an officially chartered strategic alternatives committee consisting of two new independent board members, one of which would lead the committee, as well as two “existing, non-overlapping independent board members.” Litt also offered to help identify appropriate candidates for the positions.
It’s not the first time that Land and Buildings has expressed displeasure with the global asset management firm.
In a Jan. 29 letter, Litt had expressed disappointment to Hamamoto that NSAM had not consulted with his firm about potential candidates for the new independent director positions, nor had it heeded Land and Building’s call for the immediate appointment of new independent directors to the NSAM board.
“We are deeply concerned that four of the directors currently serving on the NSAM Board also currently serve on the NRF board, which only comprises five directors in total,” he wrote at the time. “The conflict of interest that this overlap presents, as the companies evaluate combining, is obvious and should be troubling to the shareholders of both NSAM and NRF.”
And in a Feb. 29 letter to Judith Hannaway, lead independent director at NSAM, Litt said he was “deeply disappointed” that NSAM’s Feb. 26 earnings call had lacked “any credible update about the strategic alternatives process.” He called for the addition of new independent directors, including shareholder representation, to the NSAM board as well as the formation of “a committee of truly independent directors and advisors to lead the evaluation of strategic alternatives.”
In its March 1 response, NSAM said that it had “provided an appropriate level of disclosure to investors” and called Land and Building’s letter “an attention-grabbing tactic for an ill-conceived proxy campaign.”
“The board and management have always remained focused on maximizing the value of the company,” NSAM said at the time. “We intend to move expeditiously towards a result that is in the best interest of all shareholders and will not be distracted by L&B.”
NSAM spun off from NRF in 2003. NRF’s 495-property, $6.8 billion healthcare portfolio, as of Sept. 30, was 31.5% assisted living and 12.1% independent living and also contained skilled nursing facilities, medical offices and hospitals, according to the REIT’s website.
