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New York City REIT Sends Letter to Shareholders Regarding Comrit’s Misleading and Self-Serving Campaign

04/28/2022

Highlights Substantial Value Created by Current Board and Significant Skills, Leadership and Experience of Lead Independent Director Elizabeth Tuppeny

Urges NYC Shareholders to Not Be Fooled by Comrit and to ONLY VOTE the GOLD Proxy Card TODAY to Protect the Value of Their Investment and Dividend

NEW YORK--(BUSINESS WIRE)-- New York City REIT, Inc. (NYSE: NYC) (“NYC” or the “Company”) recently sent a letter to shareholders regarding the misleading and self-serving campaign initiated by activist Comrit Investments 1, LP.

In the letter, NYC outlines the significant value created by the current Board of Directors (the “Board”) – with Elizabeth Tuppeny serving as Lead Independent Director. The letter also underscores Ms. Tuppeny’s extensive real estate industry skills, leadership and experience.

Critically, NYC urges shareholders not to be fooled by Comrit and to ONLY vote the GOLD proxy card so that NYC can build on its strong momentum. This is necessary for shareholders to protect their investment as Comrit appears to not have any plan for the future of NYC or wants to hide its true motives in nominating an unqualified candidate, Sharon Stern, who does not have the experience to serve on NYC’s Board.

The full text of the letter sent to shareholders is below.

Dear Fellow Shareholders,

Since inception, New York City REIT, Inc.’s (“NYC” or the “Company”) objective has been to maximize shareholder value by owning high-quality real estate assets that generate consistently strong returns across market cycles. The Company’s diverse, highly experienced, and transparent Board of Directors (“Board”) and management team have executed a differentiated investment strategy that has created — and we believe will continue to create — substantial long-term value for shareholders, including paying an attractive dividend.

In 2021 — NYC’s first full year as a public entity — the Company delivered an exceptional total return of nearly 37% to shareholders, outperforming a group of NYC-focused REIT peers by over 24%. During the year, NYC also outperformed the S&P 500 Index by over 6%, a notable achievement given that the index had one of its best years in history, as well as the S&P Small-Cap 600 Index by over 8%, and the Russell 2000 Index by over 20%.

You might wonder why Comrit Investments 1, LP (“Comrit”) — an activist hedge fund that owns very little stock in NYC — would take issue with this excellent performance.

It’s simple: Comrit is seeking to mislead shareholders about NYC as part of what we believe is its self-serving campaign to advance its agenda by electing its handpicked nominee to the Board. Comrit initially sought to convince NYC to buy out its stake in the Company, which NYC rejected. Comrit has now resorted to making a generic, unfounded critique of the Company and nominating a demonstrably unqualified candidate, Sharon Stern, who lacks the experience to serve on NYC’s Board given her limited involvement in New York City real estate and the fact that she has only served as a public company board director for less than a year.

DO NOT BE FOOLED BY COMRIT

Comrit would have you believe that you should be voting the white proxy card. The GOLD proxy card is the Company’s card and only it can be used to vote for the reelection of the Company’s highly qualified candidate, Elizabeth Tuppeny, who currently serves as Lead Independent Director. We urge you to vote the GOLD proxy card and discard any white proxy card that you may receive from Comrit.

Returning a white proxy card — even if you “withhold” on Comrit’s handpicked, unqualified nominee — will revoke any vote you had previously submitted on NYC’s GOLD proxy card.

NYC’s DIRECTOR NOMINEE BRINGS MORE RELEVANT SKILLS, LEADERSHIP, AND INDUSTRY EXPERIENCE

NYC shareholders deserve directors who are experienced and credible, who act in the best interests of shareholders and who are qualified to serve on critical Board committees. Elizabeth Tuppeny is an advisor at the C-suite level to several Fortune 500 companies and real estate firms, and has unparalleled experience driving long-term value for shareholders. In addition to her service at NYC REIT, she has served as an independent director on the boards of three separate real estate companies: Franklin BSP Realty Trust, Inc., Healthcare Trust, Inc. and American Realty Capital Trust IV. She also served on the board of PIDC, a public-private economic development organization, where she evaluated and approved more than 500 industrial and commercial real estate transactions valued at more than $1 billion.

At NYC, Ms. Tuppeny has been instrumental in developing and executing the Company’s growth strategy in partnership with the management team and members of the Board. NYC is very fortunate to have a director of Ms. Tuppeny’s caliber and character, along with all of our directors who have an exceptional ability to generate returns in a complex New York City real estate market.

PROTECT THE VALUE OF YOUR SHARES AND NYC’S STRONG DIVIDEND

In short, electing Comrit’s director nominee puts the value of your shares and robust dividend at significant risk. Comrit has failed to identify what they believe the Board should be doing differently or detailed any positive changes they intend to bring to NYC in connection with their nomination. The logical inference is that Comrit does not have such a plan or is attempting to hide their true motives for nominating Sharon Stern. Either way, this disruption to NYC’s strong momentum is not in the interest of shareholders and does not warrant shareholder support.

We urge shareholders to see through Comrit’s uninformed attacks and misleading statements and vote the GOLD proxy card “FOR” the re-election of NYC’s director Elizabeth K. Tuppeny, so that she and the rest of the Board can continue to create the value you deserve.

Sincerely,

Michael Weil, Chief Executive Officer

Your Vote Is Important, No Matter How Many or How Few Shares You Own!

 

Please vote today by telephone, via the Internet or by signing, dating and returning the enclosed GOLD proxy card.

Simply follow the easy instructions on the GOLD proxy card.

 

If you have questions about how to vote your shares, please contact:

 

INNISFREE M&A INCORPORATED

Shareholders May Call Toll-free: (877) 750-8197

Banks and Brokers May Call Collect: (212) 750-5833

 

REMEMBER:

 

Please simply discard any WHITE proxy card that you may receive from Comrit. Returning a WHITE proxy card – even if you “withhold” on the Comrit’s nominees – will revoke any vote you had previously submitted on NYC REIT’s GOLD proxy card.

About New York City REIT, Inc.

New York City REIT, Inc. is a publicly traded REIT that owns a portfolio of high-quality commercial real estate located within the five boroughs of New York City. Additional information about NYC can be found on its website at www.newyorkcityreit.com.

Important Information

NYC filed a definitive proxy statement on Schedule 14A on April 15, 2022 and will file other relevant documents with the SEC in connection with the solicitation of proxies from NYC stockholders for NYC's 2022 annual meeting of stockholders. NYC STOCKHOLDERS ARE STRONGLY ENCOURAGED TO READ NYC'S DEFINITIVE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ALL OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN IMPORTANT INFORMATION. Investors and stockholders may obtain a copy of the definitive proxy statement, an accompanying proxy card, any amendments or supplements to the definitive proxy statement and other documents filed by NYC with the SEC at no charge at the SEC's website at www.sec.gov. Copies are also available at no charge in the “SEC Filings” subsection of the “Financial Information” section of NYC's Investor Relations website at investors.newyorkcityreit.com or by contacting NYC's Investor Relations department at info@ar-global.com.

Participants in the Solicitation

NYC, its directors, and certain of its executive officers may be deemed to be participants in the solicitation of proxies from NYC stockholders in connection with matters to be considered at NYC's 2022 annual meeting of stockholders. Information regarding the direct and indirect interests, by security holdings or otherwise, of NYC's directors and executive officers, in NYC is included in NYC's Proxy Statement on Schedule 14A for the 2022 annual meeting of stockholders, filed with the SEC on April 15, 2022. Changes to the direct or indirect interests of NYC's directors and executive officers are set forth in SEC filings on Initial Statements of Beneficial Ownership on Form 3, Statements of Change in Ownership on Form 4 and Annual Statements of Changes in Beneficial Ownership on Form 5. These documents are available free of charge as described above. Updated information regarding the identities of potential participants and their direct or indirect interests, by security holdings or otherwise, in NYC will be set forth in relevant documents to be filed with the SEC, if and when they become available.

Media Contacts
Jonathan Gasthalter/Mark Semer
Gasthalter & Co.
(212) 257-4170

Source: New York City REIT, Inc.

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