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Whitestone Rejects Stockholder Proposal To Sell Or Liquidate Company

A Whitestone entity that owns Uptown Tower Dallas filed for bankruptcy earlier this month.

Retail REIT Whitestone rejected a recent proposal by Erez Asset Management Chairman Bruce Schanzer to sell Whitestone assets or liquidate the company. The REIT announced the rejection in a letter filed with the Securities and Exchange Commission. Erez is a Whitestone stockholder.

Schanzer's proposal “demand[ed] majority change in our Board of Trustees with the sole purpose of embarking on an immediate sale or liquidation of Whitestone, without regard for maximizing long-term value for shareholders,” Whitestone said in a press release Wednesday. 

In his November proposal, Schanzer compared Whitestone's situation to that of Cedar Realty Trust, where he was formerly CEO. In that role, he oversaw the sale of the company and its assets in 2022, a deal he asserted produced a 70% return for its shareholders over the course of less than a year.

In his letter, Schanzer proposed a “well-ordered unwind” that would involve the sale of assets or the company in its entirety. Schanzer didn't respond to a request for further comment on Wednesday morning from Bisnow.

“The proposal consists of replicating the strategy employed at Cedar, without giving much consideration to how our portfolio, capital structure and business strategy might differ from that of Cedar,” the Whitestone letter says.

“We use a variety of technology and in-house leasing to get the best out of our properties,” Whitestone Director of Investor Relations David Mordy told Bisnow on Wednesday morning.

“And we've done very well over the last couple of years. We've been able to do quite well in terms of operating the assets, and we're going to get more recognition from investors as we continue to put down consistent results,” Mordy said.

He called liquidation “a narrow mindset” that doesn't consider strategy or operations or the macro economic environment.

Whitestone has been embroiled in a variety of legal challenges. One of three lawsuits, a $25M case from former CEO James Mastandrea accusing the company of wrongful termination, was dismissed last week. 

Additionally, Whitestone Uptown Tower LLC, an entity between Whitestone and Pillarstone Capital, which Whitestone owns 81% of, filed for bankruptcy earlier this month. Whitestone Uptown Tower owns Uptown Tower Dallas, a 253K SF office property that avoided foreclosure with the filing.

Whitestone stock ticked up about 0.3% on Wednesday morning. It is up more than 18% compared with a year ago.

CORRECTION DEC. 13, 4:11 P.M. ET: This story has been updated to clarify Whitestone's ownership in Uptown Tower Dallas.