UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On May 23, 2023, Global Net Lease, Inc. (“GNL”) and The Necessity Retail REIT, Inc. (“RTL”), two companies advised by affiliates of AR Global Investments, LLC (“AR Global”) announced that they have entered into a definitive merger agreement under which GNL will acquire RTL in an all-stock transaction (the “Merger”). GNL and RTL have also entered into a definitive agreement that will result in the combined company becoming internally managed, with the external asset and property management functions currently performed by affiliates of AR Global being internalized (the “Internalization”).
In connection with the Merger and the Internalization, GNL’s current Chief Executive Officer, James Nelson, and Edward M. Weil, Jr., the Chief Executive Officer of RTL and the Executive Chairman, Chief Executive Officer and President of American Strategic Investment Co., Inc. (the “Company”) will become Co-Chief Executive Officers of the combined company, and Mr. Weil will become sole Chief Executive Officer of the combined company upon Mr. Nelson’s retirement in April of 2024. Christopher Masterson, the Chief Financial Officer of both GNL and the Company, will remain in his position as Chief Financial Officer of the combined company after the completion of the Merger of GNL and RTL. The Merger of GNL and RTL and the Internalization is expected to close in the third quarter of 2023, and is subject to the satisfaction of a number of closing conditions, including the approval by the stockholders of each of GNL and RTL.
On May 26, 2023, Mr. Weil and Mr. Masterson notified the Company’s board of directors (the “Board”) and the nominating and corporate governance committee of the Board (the “Committee”) that, to the extent that the Merger and Internalization, is completed, (i) Mr. Weil intends to resign from his role as Executive Chairman, Chief Executive Officer, and President of the Company and as the Chief Executive Officer of New York City Advisors, LLC, a subsidiary of AR Global and the Company’s Advisor (the “Advisor”), and (ii) Mr. Masterson intends to resign from his role as Chief Financial Officer and Treasurer of the Company and the Advisor, due to their new roles as Co-Chief Executive Officer and Chief Financial Officer, respectively, of the combined company after the completion of the Merger. If the transactions are not completed, Mr. Weil and Mr. Masterson have informed the Board that they intend to stay in their current roles a with the Company. AR Global has recommended that the Board consider Michael Anderson, AR Global’s General Counsel, to succeed Mr. Weil as Chief Executive Officer and President of the Company and Joseph Marnikovic, AR Global’s Chief Financial Officer, to succeed Mr. Masterson as Chief Financial Officer of the Company, if Mr. Weil and Mr. Masterson’s respective resignations become effective. If Mr. Weil is reelected as a member of the Board at the upcoming Annual Meeting of Stockholders on June 5, 2023, and to the extent that the Merger and Internalization is completed, he does not intend to resign as a member of the Board. The Board has not yet designated successors for Mr. Weil and Mr. Masterson, and the Committee and the Board will evaluate AR Global’s recommendations and continue to develop the Company’s management succession plan and designate successors for Mr. Weil and Mr. Masterson if their respective resignations become effective. Mr. Weil and Mr. Masterson will remain in each of their respective positions until their resignations becomes effective, and will remain with AR Global, in their other capacities.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| American Strategic Investment Co. | ||
| Date: May 30, 2023 | By: | /s/ Edward M. Weil, Jr. |
| Edward M. Weil, Jr. | ||
| Chief Executive Officer, President, and Secretary | ||