NEW YORK CITY—Two sizable shareholders in American Realty Capital Properties have weighed in this week with calls for changes to the net lease REIT's board. In an SEC filing Monday, Corvex Management LP's Keith Meister reiterated his request for a seat on the board as well as the resignation of the current directors, while Twin Securities' CEO on Tuesday demanded that most if not all of the current slate step down after their terms expire.

In his letter to ARCP's board, Twin Securities' David Simon asserts that “we continue to have deep reservations about the existing members of the board, for it was on their watch that not only the accounting scandal, which led to the resignations of several company executives, but also several other events that were injurious to the interests of shareholders occurred.”

He cites the current board members' longstanding ties to former chairman Nicholas Schorsch, “which is particularly concerning given Mr. Schorsch's troubled history at—and recent resignation from—the company.” Additionally, Simon writes that the board members lack meaningful real estate experience. He calls this “simply remarkable in light of the more than $20 billion of real estate on the company's balance sheet.”

Replacements for these board members, writes Simon, “should possess significant real estate experience or an expertise that will be beneficial to the company going forward.” He adds that nominees for the board should be selected based on deliberations between the incoming CEO and non-executive chairman, both of whom have yet to be named, although O'Connor Capital Partners' Glenn Rufrano is reportedly the front-runner for the CEO slot.

In common with Meister, Simon makes a possible exception for current director Bruce Frank, whom Meister notes was appointed to the board more recently and also was instrumental in completing the restatement of ARCP's financials. Simon also calls for at least one shareholder representative on the board, as does Meister—specifically, himself. Corvex took a 7.1% stake in ARCP this past December and more recently increased its share to 7.8%, SEC filings show.

“If the proposal made by Mr. Meister were accepted, the existing board members and Mr. Meister would have been responsible for assisting the CEO in selecting new, independent best-in-class directors for [ARCP], and then would have stepped down, leading to a true 'new start'” for the REIT, wrote Meister, managing partner at Corvex. A protégé of Carl Icahn, Meister played a key part in replacing the board at what was then known as CommonWealth REIT last year.

A spokesman for ARCP declined to comment. The company earlier stated that the composition of the board would become a priority once the restated financial reports were filed and a new CEO and non-executive chairman were recruited.

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Paul Bubny

Paul Bubny is managing editor of Real Estate Forum and GlobeSt.com. He has been reporting on business since 1988 and on commercial real estate since 2007. He is based at ALM Real Estate Media Group's offices in New York City.