Thompson Claim: The Special Committee has now appointed Glenborough as a property manager, which Thompson believes may potentially breach various loan agreements.
Strategic Response: All of the Company's lenders consented to the change of property managers.
Thompson Claim: Thompson claims that the Special Committee has delayed setting the Company's annual meeting of the shareholders, and that Thompson is ready to turn over the shareholder records to a new transfer agent.
Strategic Response: The Company has been working for months trying to get complete shareholder records transferred to an independent third party transfer agent, but Thompson has refused to cooperate in those efforts. Thompson owns or controls the current transfer agent, and continues to demand and collect fees and reimbursements while refusing to turn over shareholder records, which are the property of the Company, not Thompson. Having failed to convince Thompson to turn over the Company's property, the Company had no choice but to file suit against Thompson in an effort to obtain those records. In response to the lawsuit, Thompson furnished a partial list of the required information; however it was just a fraction of the data needed by the new transfer agent to fulfill its duties. It is disingenuous for Thompson to complain about the timing of the annual meeting while refusing to transfer complete and verifiable shareholder data to the Company's new transfer agent so that it can assist the Company to take necessary steps to notice and hold a shareholder meeting.
Thompson Claim: Thompson claims Glenborough has "virtually no retail experience."
Strategic Response: Glenborough and its predecessors have been involved in the ownership and management of retail properties for over 28 years, almost a decade longer than Thompson. Glenborough has owned and/or managed hundreds and hundreds of millions of dollars worth of shopping centers and retail properties.
Thompson Claim: Thompson claims Glenborough took over investment programs by Rancon and August Financial in the 1990's and still holds some of these properties today and suggests Glenborough does not focus on achieving a liquidity event for investors.
Strategic Response: Glenborough did become the substitute general partner for some of the August Financial partnerships. Some of the partnerships merged into a publically traded NYSE listed REIT in 1996 (a major liquidity event) and the remaining partnerships and properties were liquidated over 15 years ago. Glenborough was hired to provide property management and accounting services to eight Rancon partnerships of which six were liquidated well over a decade ago. As for the remaining two, the general partner (not Glenborough) chose to hold. Glenborough, as a provider of property management and accounting services, was not empowered to make that decision; the general partner was the only entity with such authority.
Glenborough has an outstanding history of creating liquidity events for investors. In 1996 Glenborough formed a highly successful REIT which provided liquidity for many investors. In 2006 the management of Glenborough Realty Trust chose to sell their entire company to an affiliate of Morgan Stanley in a transaction valued at $1.9 billion, resulting in a 16.2% compounded annual return to investors for the 11 year lifespan of the REIT.
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