The agreements also specify that any fee paid by a joint venture is not duplicated at the REIT level.
Glenborough CEO Andrew Batinovich stated, "We are very excited about this opportunity to work for the shareholders of SRT and our team will work to increase shareholder value through active asset management and leasing of the portfolio as well as implementing a new growth strategy for the Company. We will also strive to position the Company to reinstate the dividend and to produce frequent, transparent and informative investor reporting."
Glenborough intends to continue its comprehensive portfolio review and formulation of a strategic and financial plan for the Company, which may include growing the Company's investment portfolio and equity base and positioning the Company for the possible listing of its shares on a national exchange at some future date.
The Special Committee of the Board recently voted to cease all compensation to board members for the remainder of 2013. The Board also expects to disband the Special Committee no later than the end of Mr. Thompson's term as a director.
The Special Committee of the Board of Directors determined it was in the best interest of the Company and its shareholders to terminate its relationship with affiliates of Thompson as the advisor and property manager, and had been working to secure the necessary consents from the Company's lenders since the beginning of the year. The advisory contract with the Thompson affiliate expired August 6, 2013 by its terms. Effective August 9, 2013, the Company also terminated property management agreements with an affiliate of Thompson for cause. The Company also maintains that the property management agreements were unenforceable for being in violation of the Company's charter.
The Special Committee of the Board has terminated Anthony W. Thompson as the Company's Co-Chief Executive Officer and as Chairman of the Board and has also terminated K. Timothy O'Brien (a Thompson affiliate) as Co-Chief Executive Officer. Mr. Thompson will remain on the Board of Directors, as one of five members, until the end of his current term, as directors may only be removed by a vote of the shareholders.
Ms. Dee Balch, who was employed by the Company, has also resigned as Chief Financial Officer and as a director. Mr. Batinovich has replaced Ms. Balch as the Company's Chief Financial Officer and as a member of the Board of Directors.
On July 30th, 2013, the Financial Industry Regulatory Authority ("FINRA") charged Anthony W. Thompson and Thompson National Properties affiliates with securities violations, including misleading investors, withholding material information and possibly fraud in connection with the offering and sale of certain investment programs. (The Company was not one of the programs). In addition, the FINRA complaint purports to indicate that Thompson National Properties had a negative equity of approximately $49 million at the end of 2012 and had lost just over $10 million is 2012 and $17 million in 2011.
Given the severity of the charges against Mr. Thompson, the Company has formally asked Mr. Thompson to resign from the board.
The Company has filed an injunctive relief action to compel Thompson National Properties and its transfer agent affiliates to turn over to the Company all shareholder records. To date, TNP has refused to do so. In May 2013, the Company decided it was in the best interest of its shareholders to hire an independent third party as its share transfer agent. After selecting a new transfer agent, the Company informed Thompson of its decision to hire an independent transfer agent and dates were set to begin the data transfer in May 2013. Thompson and its affiliates then refused to cooperate and refused to provide the shareholder records to the new transfer agent despite repeated requests.
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