Blackwells Capital Issues Letter to Shareholders of The Necessity Retail REIT, Inc.

New York Federal Court Denies RTL’s Entrenched Efforts to Prevent Blackwells from Soliciting Proxies

Current Board has Failed Shareholders by Presiding Over the Destruction of Value by AR Global, Abysmal Financial Results and Industry-Worst Corporate Governance

Shareholders are Fully Able to Vote on Blackwells’ WHITE Universal Proxy Card

Encourages Shareholders to Review Blackwells’ Presentation: The Case For Change - Global Net Lease, Inc. & The Necessity Retail REIT, Inc. – at www.StopARGlobal.com

NEW YORK--(BUSINESS WIRE)-- Blackwells Capital LLC (together with its affiliates, “Blackwells”), today issued a letter to fellow shareholders reminding them to vote on the WHITE Universal Proxy Card to support the urgent need for boardroom change at The Necessity Retail REIT, Inc. (“RTL”) (NYSE: RTL).

The full letter to shareholders has been reproduced below:

Dear Fellow Shareholder:

At the upcoming annual meeting of shareholders on May 18, 2023, shareholders will have an opportunity to halt the ongoing destruction of value at The Necessity Retail REIT, Inc. (“The Necessity Retail REIT” or “RTL”) by electing two highly qualified and independent director candidates, Jim Lozier and Richard O’Toole (together, the “Blackwells Nominees”), by voting on the WHITE Universal Proxy Card.

Blackwells’ WHITE Universal Proxy Card has been cleared by the Securities and Exchange Commission (the “SEC”). Shareholders are fully able to vote on our WHITE Universal Proxy Card. No court has ordered otherwise.

Yesterday, a federal judge in New York DENIED a request by RTL to prevent Blackwells from soliciting proxies. The judge denied RTL’s motion for a preliminary injunction in its entirety (shareholders can read the judge’s full opinion online¹). It is, in our view, alarming that, within hours of the judge’s decision, RTL perpetuated its waste of shareholders’ capital by filing an appeal. We question whether the board of directors of RTL (the “RTL Board”) even took the time to meet to discuss whether continuing this spurious litigation is in the best interests of shareholders. Blackwells will continue to fight back against all improper efforts by AR Global’s CEO, Michael Weil, and his lieutenants to misuse the court system and corporate machinery as a means to silence the voices of RTL’s shareholders.

Voting “FOR” all of the Blackwells Nominees on the WHITE Universal Proxy Card will remind the RTL Board that using intimidation techniques–including leveraging cost-prohibitive litigation–will not prevent shareholders from exercising their fundamental right to nominate directors.

We believe the case for boardroom change is clear based on the following:

• RTL trades at a significant 66% discount to its Net Asset Value and a 62% discount to peers due to its significantly off-market management agreement with AR Global Investments, LLC (“AR Global”), the parent company of RTL’s “advisor” and “property manager”. Since 2015, RTL has paid AR Global $498 million in fees and expenses while RTL shareholders have suffered a 62% stock price decline, representing $1.3 billion in total value destruction.
• We believe the RTL Board and management are profoundly conflicted and have enabled RTL and AR Global to take actions that are not in the best interest of shareholders.
• We believe that RTL needs drastic corporate governance changes, including the election of the Blackwells Nominees and the series of changes we have recommended in its proposals.

Blackwells recently published a presentation – The Case For Change - Global Net Lease, Inc. & The Necessity Retail REIT, Inc. – further detailing the case for change at RTL and why the AR Global management agreement continues to significantly harm shareholders. Shareholders are encouraged to review the presentation for themselves at https://stoparglobal.com/wp-content/uploads/2023/04/GNL-and-RTL-Deck-4.25.23.pdf

Your vote is very important. We believe that the RTL Board will continue its entrenchment by postponing, adjourning or delaying its Annual Meeting if the court in Maryland grants the injunctive relief sought by Blackwells Onshore I, LLC. RTL has not made any disclosure about this possibility in its proxy solicitation materials on file with the SEC. We believe RTL’s failure to make this disclosure is intentionally misleading to shareholders and a violation of the SEC’s regulations. We have demanded RTL fix its disclosures without any further delay. RTL continues to ignore our demands.

Shareholders should use the WHITE Universal Proxy Card to vote FOR all of Blackwells Nominees. We are also asking you to vote FOR each of Blackwells’ non-binding advisory resolutions on the WHITE Universal Proxy Card. More information on voting on the WHITE Universal Proxy Card may be found in our proxy materials and in RTL’s proxy materials. Since RTL refuses to use a universal proxy card, Voting Today on the WHITE Universal Proxy Card is the only way to vote for Blackwells’ candidates and proposals.

If you have already voted on the Company’s proxy card, you have every right to change your vote by (i) signing, dating and returning a later dated WHITE Universal Proxy Card, (ii) voting via the Internet, by following the instructions on the WHITE Universal Proxy Card or (iii) voting virtually at the Annual Meeting.

We thank our fellow shareholders for their support and look forward to finally putting an end to the ongoing value destruction at RTL.

Shareholders who require assistance voting their WHITE Universal Proxy Card can contact Morrow Sodali at 1-800-662-5200 or at Blackwells@morrowsodali.com.

Sincerely,

Jason Aintabi
Chief Investment Officer
Blackwells Capital LLC

IMPORTANT ADDITIONAL INFORMATION

Blackwells Onshore I LLC (“Blackwells Onshore”), Blackwells Capital LLC (“Blackwells Capital”), Jason Aintabi (collectively, Mr. Aintabi, Blackwells Onshore and Blackwells Capital, “Blackwells”), Related Fund Management, LLC (“RFM”), Richard O’Toole and James L. Lozier (collectively, Blackwells, RFM and Messrs. O’Toole and Lozier, the “Participants”) are participants in the solicitation of proxies from the stockholders of RTL in connection with the 2023 annual meeting of stockholders (including any other meeting of shareholders held in lieu thereof and adjournments, postponements, reschedulings or continuations thereof, the “Annual Meeting”). The Participants have filed with the SEC a definitive proxy statement (the “Proxy Statement”) and accompanying WHITE Universal Proxy Card to be used in connection with any such solicitation of proxies from RTL’s stockholders for the Annual Meeting. BLACKWELLS STRONGLY ADVISES ALL STOCKHOLDERS OF RTL TO READ THE PROXY STATEMENT, THE ACCOMPANYING WHITE UNIVERSAL PROXY CARD AND OTHER DOCUMENTS RELATED TO THE SOLICITATION OF PROXIES BY THE PARTICIPANTS, AS THEY CONTAIN IMPORTANT INFORMATION, INCLUDING ADDITIONAL INFORMATION RELATED TO THE PARTICIPANTS AND THEIR DIRECT OR INDIRECT INTERESTS, BY SECURITY HOLDINGS OR OTHERWISE. The Proxy Statement and an accompanying WHITE Universal Proxy Card are being furnished to some or all of RTL’s stockholders and are available, along with any amendments or supplements to the Proxy Statement and other relevant documents, at no charge on the SEC’s website at http://www.sec.gov/. In addition, the Participants will provide copies of the Proxy Statement without charge upon request. Requests for copies should be directed to Blackwells Onshore.

¹ https://stoparglobal.com/wp-content/uploads/2023/05/2023-05-03-Order-Denying-Plaintiffs-Mtn-for-Preliminary-Injunction.pdf

View source version on businesswire.com: https://www.businesswire.com/news/home/20230504005924/en/

Morrow Sodali

(800) 662-5200

blackwells@morrowsodali.com

Gagnier Communications

Dan Gagnier

(646) 569-5897

blackwells@gagnierfc.com

Longacre Square Partners

(646) 386-0091

blackwells@longacresquare.com

Source: Blackwells Capital LLC