As previously disclosed, on November 2021, Jonathan Litt privately requested that the ACC Board add him as a new director. The Board interviewed and was in the process of assessing Mr. Litt as a candidate, but the review process was not completed because Mr. Litt did not follow through on his commitment to provide additional information to the Nominating and Corporate Governance Committee. Surprisingly, rather than provide the information he promised, on December 17, 2021, Mr. Litt privately nominated a different Land & Buildings representative, Corey Lorinsky, to stand for election to the ACC Board. This abrupt change of course gave the Board serious cause for concern as to the credibility and true motives of Land & Buildings.
Notwithstanding these concerns, the Board carefully considered Mr. Lorinsky as a director candidate, taking into account the factors the Board uses to evaluate any candidate, including his experience, the Board’s direct interactions with him over the past year, diversity and the current composition of the ACC Board. The Board determined that Mr. Lorinsky would not be an additive member to the ACC Board, and this was privately communicated to Land & Buildings1 on January 5, 2022.
On January 18, 2022, ACC received another letter from Land & Buildings in which Mr. Litt demanded that he or his colleague be added to the Board, saying, “Both myself (sic) and Corey Lorinsky, my partner of over ten years, are uniquely qualified to be on the Board of ACC and we remain open to resolving the nomination.”
Most recently, on February 15, 2022, ACC received a letter from Land & Buildings in which the hedge fund does not propose to acquire ACC, but claims that it is “indicating its willingness to offer to acquire” ACC2 for $57.00 per share, below the Company’s recent all-time high of $57.29. Land & Buildings’ actions to date, its inability to finance or consummate a transaction, and its use of this same “faux bid” tactic on at least two prior occasions in efforts to force the sales of other companies, highlight the fact that Land & Buildings is not a credible potential buyer of ACC. ACC’s Board is resolute in its commitment to acting in the best interest of shareholders, and would always consider and respond to a bona fide, actionable proposal from a credible potential counterparty that maximizes value for shareholders.
The Company has engaged with Land & Buildings in good faith for more than a year, and had hoped to again avoid the expense and unnecessary distraction of a contested director election by reaching a mutually acceptable resolution. To be clear, however, ACC does not believe it is in the best interests of all other shareholders to appoint Mr. Lorinsky as a director. Accordingly, while the Company and its advisors will continue to engage with Land & Buildings and encourage them to withdraw Mr. Lorinsky’s nomination, at this time ACC is preparing for the costly and distracting proxy contest that Land & Buildings initiated.
1 | Full text of ACC’s letter to Land & Buildings dated January 5, 2022 can be found in the Company’s 8-K filing with the SEC |
2 | Full text of Land & Buildings’ letter to ACC dated February 15, 2022 can be found in the Company’s 8-K filing with the SEC |