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New York REIT, JBG Call Off Contested Merger

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After meeting fierce and sometimes nasty shareholder opposition, New York REIT Inc. this morning announced that is has agreed to terminate its merger with Washington, DC-based The JBG Cos. effective immediately.

The merger, which was first announced in May, would have resulted in a New York City-Washington DC REIT spanning over 14.5 million square feet of office, residential and retail properties with an estimated $8.4 billion enterprise value.

A month after its proposal, WW Investors LLC, a major shareholder group that includes New York real estate moguls Michael L. Ashner and Steven Witkoff, contested the agreement and sought to elect a new board of directors for New York REIT, stating they believed the proposed merger failed to create meaningful long-term value for stockholders, and that the announced combination “would cause material and permanent destruction of NYRT stockholder value if consummated.”

This morning Randolph C. Read, chairman of NYRT acknowledged the opposition saying, “We respect the views of our stockholders and are committed to acting in their best interest. The board is taking action to realize the value inherent in our business.”

Matt Kelly, managing partner of JBG, said that while both parties believed that the JBG-NYRT combination represented a “clear path” to maximizing long-term value for NYRT stockholders, investors made clear their preference to generate near-term cash through a liquidation.

“Because we were unable to modify the transaction to the degree that would likely have gained shareholder approval, we decided it was more expedient to simply terminate the agreement rather than proceed with a shareholder vote,” added Kelly.

The new plan for NYRT now includes selling off individual assets. The net proceeds from such asset sales are to be distributed to the company’s stockholders.

NYRT owns 22 properties totaling 3.4 million rentable square feet with occupancy of 95.2%. More than 80% of its holdings by square footage is office space. It paid more than $1.88 billion for the properties at the time of acquisitions.

NYRT said that in the last three months it has been talking with a significant number of potential buyers who were interested in acquiring individual properties. Still, the REIT did not rule out the potential that it could abandon the one-off sales approach if a better deal comes in for the whole portfolio.

NYRT will also seek a new financing to prepay its existing credit facility in full and complete the acquisition the 51.1% of Worldwide Plaza that it currently does not own. The current credit facility had an outstanding balance of $485 million as of yesterday.

Under the terms of the termination agreement with JBG, NYRT will pay JBG $9.5 million as reimbursement for certain costs.

JBG is a mixed-use specialist that invests almost exclusively in urban-infill, transit-oriented real estate. Its portfolio encompasses over 22 million rentable square feet of office, retail and multifamily properties.

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