I am going to write to the two big proxy advisory companies (one of which advised against the compensation last year) and every hedge fund holding more than 1 million shares. This has to stop.
I am also going to contact one of those class action law firms for a breach of fiduciary duty law suit, including an unconscionable contract with NSAM. I don't mind being the lead plaintiff.
These are the same people running the same company they were in 2013 (except Europe assets) which used to be one reporting entity and is now three reporting entities. The extra work is incremental, not fundamental.
By definition, these are part time employees of the separate reporting entities which, when combined, results in full time employment.
They destroyed the price of the companies with their greed and sneakiness and are awarded bonuses for doing so, INCLUDING more shares because the value of their prior unvested shares has gone down.
Words cannot describe my outrage. Hey, Bernie Sanders. Want a great corporate greed story? Look no further than nrf/nsam.
The terms of that 20 year contract were known by all beginning in June 2014. If it the contract causing the low price, can you explain how NRF traded at over 38 (split adjusted) shortly after reporting 4Q 2014 earnings in late Feb, 2015. (Also, nsam traded at 24.91 a week or so later). Why so high then with the same contract?
The proxy statements were filed in late April 2015 (on a Friday night, of course). The selloff started the Monday after the market learned he stole 74 million for 2014. The shareholder were a Wednesday morning, 5/27/15 but they did not report the results of the votes until after the close on Friday, 5/29. About the same time NRF got mentioned by name in the WSJ and NYT in the context of excessive compensation. The selloff accelerated beginning the following Monday morning.
It ain't the contract. It's the stink of a greedy, sneaky management (imo).
Rather unusual trading in NRF/NSAM, don't you think?
Hmmm, I wonder if this portends a press release after the close today.
I would never suspect insiders leaking to friends in this shop. They are the model of frugality and openness.
My first take posted on IV board.
The only reason any NRF shareholder would even remotely consider voting yes on this deal is that is the price you pay to get rid of Hamo. This is an oinker for CLNE (on management power and ffo accretion) followed closely by NSAM on huge dividend increase.
Both pounds of flesh come out of NRF shareholders. Go see for yourself.
Fidelity also has nrf in its electronic voting proxy area.
I just voted in 5 Fidelity accounts.
"Withhold for all" directors and "against" everything else including the auditors for not making nrf call a 40 million writedown on Aerium in 2015 an impairment charge. And now another 10 million writedown in 1Q 2016 disclosed only in a footnote to a footnote (smallest print possible in 10-Q). They bought the Aerium interest in June 2014 for 62 million and in less than 2 years have written off 50 million as worthless, yet they still pay NSAM 10 million per year to "manage" this mostly worthless investment.
Yeah, but the board is "bribed" imo. Look at Hanaway, on all 3 boards, collecting 3 board fees for doing incremental work over one board overseeing 3 divisions. So the unspoken deal is (imo) you pay me outrageous salaries and bonus and I'll give you outrageous director fees. It's all paid for by US, not them.
So, if you get Hamo, Tylis and Hanaway all on the same side, it's very hard for the others to out-vote them. So, if somebody does not go along to get along by voicing opposition, they don't get nominated the next time around.
IMO, it's as dirty as it gets while legal on paper.
They did not SAY they were increasing the dividend. They said they expected NEWCO (the 3 combined) to pay 1.08. If can't or don't want to do the math, read my posts on the IV board.
NSAM's dividend goes from 40 cents per year to 1.08 per year if this deal goes through as presented.
The deal is also accretive to nsam's 1Q 2015 cad annualized by 33%. However, that cad will trade at a lower multiple than at a stand-alone nsam.
GOOD....."announced today that it has executed three new leases totaling 67,085 square feet on previously vacant spaces. The execution of these leases brings Gladstone Commercial’s portfolio occupancy to 98.5%."
Not only does rental income increase, the tenants pay their share of operating expenses which GOOD is paying because the space is vacant. Income up + expenses down = increased ffo per share.
NRF did not get sqashed for nothing. They have nrf in partial liquidation and are hoarding earn-nothing cash instead of buying back stock. Thus they are destroying cad per share. When asked about excess cash at the CC, Tylis jumped in front of water-boy Langer to deliver a pure bullfeces answer. See my post on IV where they do not censor the language.
Meanwhile, legislation including "say on pay" has increased the power of proxy advisory firms, especially the two biggest, Institutional Shareholder Services (ISS) and Glass Lewis and Co.
Just google their names and then email the firm, in your own words (no form letter), to take a hard look at the compensation and the conflicts of interest among directors. These are the same people running the same company which has been split into 3 reporting entities. Hamo got paid over 20 million by NSAM for part time work and over 10 million by NRF for part time work. PLUS he got 126,958 shares of NRE on 2/24/16 and another 210,753 shares of NRE on 3/7/16 plus another 158,065 shares of NRE contingent upon future stock performance......all for part time work. If you value NRE at 11 per share, the non-contingent shares are worth another 3.7 million.
Make your voices heard.
IMO, Colony the clear winner as they control NEWCO. NRF clearly the loser on sale price and dividend reduction. NSAM will be no longer a pure asset light asset manager in exchange for mostly reit income and a much bigger dividend (1.08 vs 40 cents).
IMO, CLNY the winner followed by NSAM, less of a winner, followed by NRF, clearly the loser.
But today's market doesn't agree with me.
CLNY down 5.5%
NSAM down 3.41%
NRF down 3.71%
Slow, dumb market will eventually figure it out. I just don't know how long it will take.
Is it really not a good deal for NRF? Suppose no deal. Then Hamo keeps on raping us with grossly excessive compensation. He took over 33 million for 2015 (all 3) for ABJECT FAILURE. So far, only pipsqueek Land and Buildings has made public noise, and that is toward NSAM, not NRF or NRE.
On the dilution of NRF's cad and decrease in NRF's dividend, clearly NRF is the big loser.
Hamo is GONE after one year following closing CLNY, with 1/3 the market cap appoints 1/2 of the bod. CLNY people are chairman, CEO, COO and CFO. Tylis is gone after orientation and transition. Gilbert is gone (or paid way less) after one year.
CLNY gets control of all of NRF and NSAM for NO takeover premium unless you want to consider an initial 1% dividend decrease a premium. The deal is hugely accretive to CLNY's ffo per share.
Yeah, NRF cash shareholders get screwed compared to what we think the price should be (and was), but the screwing has already been done. We are where we are. The choice is NOT vote "no" so the price goes back to pre stink prices. It won't go back as long as the current insiders keep raping us with excessive compensation and 2015 shows us Hamo ain't stopping without somebody forcing a stop. CLNY has forced the stop.
So, voting "no" ain't gunna get NRF back to the good old days. It gets us back to the Hamo et all raipng us year after year.
I view the economic screwing, which is here now, as the price we have already paid. The clny deal gets rid of the current insiders. It's a price I'm willing to pay to end the rape.
Hey, matt, I didn't have time this morning. I just wanted a dinner trade, so as soon as I saw the execution on the buy I added 11 cents to the buy price and put in a sell order. I went to get a coffee and when I got back to the computer, the sell had been executed.
I frequently post my flip buys within 10 or 15 minutes of the buy.I contemplate holding a flip buy at least overnight, so I consider 10 to 15 minutes pretty much real time for those who want to gamble with me.
IV does not censor their posts so my language is a little different on that board. I sent a copy & paste of my IV post on voting to Calabrese who I hope will forward to Hamo.
Now is the time to contact the proxy advisory firms and large tute holders.
IMO, nre should be included in the possible 3-way combo. NRE has the stink of nrf/nsam excessive compensation AND the discount for external management.
The NRF bigshots are working part time for 3 companies and getting paid as if they worked full time for each. By dividing what is obscenely excessive compensation among 3 companies, they hope the public shareholders won't add the 3 together to conclude the total is a rape of cash shareholders. Combine them all into one reporting entity and the total is shown in one proxy statement.
CLNY owns 1.3 billion in European real estate. Combine that into one European subsidiary and at least one COO and one CFO goes away.
Currently they are paying to carry 4 publicly traded corporations. Combine the internal and external costs to carry 4 reporting and trading entities and 100 million of expense becomes 40 million or less. Get one bigger audit fee instead of 4 smaller audit fees. Instead of 4 sets of director fees, have one. Hannaway's golden egg goose goes away.
The discount for the external manager won't go away until the management contract goes away.
Include NRE in the deal and that cad will first be higher due to expense savings and then will trade at a higher multiple by getting rid of the external manager discount. Leaving NRE out of the deal creates a new set of conflicts with both owning European real estate. Who gets the next deal?
When the parent, Vanguard Group, reports its holdings, that includes all of the Vanguard funds and ETFs.
Adding any of the controlled funds or ETFs to the group total is double counting.
Nevertheless, if Vanguard Group acted like a concerned shareholder, it would carry a helluva clout. But none of the money invested by any of the Vanguard funds/etfs is Vanguard's. It's all outside investors investing through Vanguard. Therefore the corporate entity doesn't give a (you know what).