Seritage Growth Properties 8-K, filed Apr 28, 2022
Seritage Growth Properties (SRG)
8-K
2022-04-28
For: 2022-04-26
View Original
Added on
April 12, 2026
About this 8-K
Seritage Growth Properties filed this 8-K on April 28, 2022, reporting on events of April 26, 2022.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 26, 2022
(Exact name of Registrant as Specified in Its Charter)
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(State or Other Jurisdiction
of Incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.) |
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrant's Telephone Number, Including Area Code: 212 355-7800
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the
registrant under any of the following provisions:
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading
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Name of each exchange on which registered
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of
this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has
elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
On April 26, 2022, the Board of Trustees (the “Board”) of Seritage Growth Properties (the “Company”) elected Mitchell Sabshon, Talya Nevo-Hacohen
and Mark Wilsmann as trustees of the Company and as members of Class I, II and III of the Board, respectively, effective immediately.
The Company also announced that Trustees David Fawer and Thomas Steinberg have resigned from the Seritage Board, effective upon Mr. Sabshon’s, Ms.
Nevo-Hacohen’s and Mr. Wilsmann’s appointments. Following these changes, the Seritage Board will comprise eight members, seven of whom are independent.
A copy of the press release, dated April 28, 2022, announcing Mr. Sabshon, Ms. Nevo-Hacohen and Mr. Wilsmann’s election as trustees of the
Company, among other matters, is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated into this Item 5.02 by reference.
Mitchell Sabshon
Mr. Sabshon has served as Chief Executive Officer and President of Inland Real Estate Investment Corporation since 2013, where he leads the
execution of Inland’s long-term business strategy. Mr. Sabshon is also Chief Executive Officer of Inland Real Estate Income Trust, Inc., a publicly registered, non-listed multi-tenant retail REIT since 2014, InPoint Commercial Real Estate Income,
Inc., a publicly registered, non-listed commercial mortgage REIT since 2016, and MH Ventures Fund II, Inc., a privately held manufactured housing community REIT since 2021. He previously served as EVP and Chief Operating Officer of Cole Real Estate
Investments from 2010 to 2013. Before that, he spent almost 10 years at Goldman, Sachs & Co. in various leadership roles, including President and CEO of Goldman Sachs Commercial Mortgage Capital. He also served as a Senior Vice President in
Lehman Brothers real estate investment banking group. Prior to joining Lehman Brothers, Mr. Sabshon was an attorney in the corporate and real estate structured finance practice groups at Skadden, Arps, Slate, Meagher & Flom LLP in New York.
Mr. Sabshon was not elected as a trustee of the Company pursuant to any arrangement or understanding with any other person. Mr. Sabshon has no
family relationships with any director or executive officer of the Company and there are no transactions in which Mr. Sabshon has an interest requiring disclosure under Item 404(a) of Regulation S-K. The Board has determined that Mr. Sabshon
qualifies as “independent” under the rules of the New York Stock Exchange.
Mr. Sabshon will serve as chairperson of the Board’s Nominating and Corporate Governance Committee and will serve on the Board’s Investment
Committee. Mr. Sabshon will be compensated for serving as a trustee of the Company in the same way as the other non-employee trustees of the Company are compensated, as described in the Company’s proxy statement relating to the 2021 annual meeting
of the Company’s shareholders filed with the Securities and Exchange Commission on April 9, 2021.
Talya Nevo-Hacohen
Ms. Nevo-Hacohen has served as EVP, Chief Investment Officer and Treasurer of Sabra Health Care REIT, Inc. since 2010. From September 2006 to
August 2008 and from February 2009 to November 2010, Ms. Nevo-Hacohen served as an advisor to private real estate developers and operators regarding property acquisitions and dispositions, corporate capitalization, and equity and debt capital
raising. Previously, Ms. Nevo-Hacohen was a Managing Director with Cerberus Real Estate Capital Management, LLC. From 2003 to 2006, Ms. Nevo-Hacohen served as Senior Vice President—Capital Markets and Treasurer for HCP, Inc., a healthcare REIT.
Prior to her time with HCP, Ms. Nevo-Hacohen spent 10 years with Goldman, Sachs & Co. where she was a Vice President in the investment banking and finance, operations and administration divisions.
Ms. Nevo-Hacohen was not elected as a trustee of the Company pursuant to any arrangement or understanding with any other person. Ms. Nevo-Hacohen
has no family relationships with any director or executive officer of the Company and there are no transactions in which Ms. Nevo-Hacohen has an interest requiring disclosure under Item 404(a) of Regulation S-K. The Board has determined that Ms.
Nevo-Hacohen qualifies as “independent” under the rules of the New York Stock Exchange.
Ms. Nevo-Hacohen will serve as chairperson of the Board’s Investment Committee. Ms. Nevo-Hacohen will be compensated for serving as a trustee of
the Company in the same way as the other non-employee trustees of the Company are compensated, as described in the Company’s proxy statement relating to the 2021 annual meeting of the Company’s shareholders filed with the Securities and Exchange
Commission on April 9, 2021.
Mark Wilsmann
Mr. Wilsmann spent 31 years in real estate with MetLife Investment Management, including roles in asset management, acquisitions, mortgage
lending, portfolio management, regional operations, and merger integration. He most recently served as Managing Director and Head of Equity Investments. He assumed this role in 2012 to help build MetLife's $32 billion direct property investment
platform, investing on behalf of the MetLife General Account as well as institutional investors including public and private pension funds, sovereign wealth funds, and insurance companies, via co-mingled funds and managed accounts. He also oversaw
more than $7 billion in ground up development investments in apartments, industrial, office, retail, life sciences, data centers, and hotels. Between 2003 and 2012, Wilsmann led MetLife's commercial mortgage lending business, directing product
design, pricing, and origination activities and chairing the investment committee.
Mr. Wilsmann was not elected as a trustee of the Company pursuant to any arrangement or understanding with any other person. Mr. Wilsmann has no
family relationships with any director or executive officer of the Company and there are no transactions in which Mr. Wilsmann has an interest requiring disclosure under Item 404(a) of Regulation S-K. The Board has determined that Mr. Wilsmann
qualifies as “independent” under the rules of the New York Stock Exchange.
Mr. Wilsmann will serve on the Board’s Nominating and Corporate Governance Committee and on the Board’s Investment Committee. Mr. Wilsmann will be
compensated for serving as a trustee of the Company in the same way as the other non-employee trustees of the Company are compensated, as described in the Company’s proxy statement relating to the 2021 annual meeting of the Company’s shareholders
filed with the Securities and Exchange Commission on April 9, 2021.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
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Exhibit No.
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Description
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99.1
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Press release dated April 28, 2022
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104
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Cover Page Interactive Data File (embedded within Inline XBRL document)
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
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SERITAGE GROWTH PROPERTIES
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By:
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/s/ Matthew Fernand
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Matthew Fernand
Chief Legal Officer |
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Date: April 28, 2022
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CONFIDENTIAL DRAFT
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Page 1 of 3
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DRAFT SRG Board Appointment Release
FOR IMMEDIATE RELEASE
Seritage Growth Properties Appoints Three New Members to its Board of Trustees
Ms. Nevo-Hacohen, Mr. Sabshon and Mr. Wilsmann
Each Brings Decades of Experience and Relevant Expertise
Each Brings Decades of Experience and Relevant Expertise
New York – April 28, 2022 – Seritage Growth Properties (NYSE:SRG) (the “Company” or “Seritage”), a national owner and developer of 170 residential, retail and mixed-use properties, today announced the appointment of Talya Nevo-Hacohen, Mitchell Sabshon and
Mark Wilsmann to its Board of Trustees, effective immediately.
These appointments follow the Seritage Board’s previously announced intent to identify additional trustee candidates to further enhance the Board’s investment and
transaction experience:
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Ms. Nevo-Hacohen is EVP and Chief Investment Officer and Treasurer of Sabra Health Care REIT, Inc., a leading owner and operator of healthcare industry real
estate in the U.S. and Canada. Since joining Sabra in 2010, Ms. Nevo-Hacohen has overseen investments totaling $6.0 billion, and she recently played a pivotal role in Sabra’s and Sienna Senior Living’s formation of a joint venture to
acquire 11 senior housing communities for $243 million.
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Mr. Sabshon is CEO and President of Inland Real Estate Investment Corporation and CEO of multiple related non-listed REITs including: Inland Real Estate Income
Trust, Inc., a multi-tenant retail REIT; InPoint Commercial Real Estate Income, Inc., a commercial mortgage REIT and MH Ventures Fund II, Inc., a privately held manufactured housing community REIT.
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Mr. Wilsmann served as Managing Director and Head of Equity Investments for MetLife Investment Management - Real Estate. Mr. Wilsmann helped build MetLife’s $32
billion direct property investment platform, which he and his team invested on behalf of the MetLife General Account as well as institutional investors including public and private pension funds, sovereign wealth funds, and insurance
companies.
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“Talya, Mitchell and Mark are accomplished real estate professionals, and we are excited to welcome them to the Seritage Board,” said Andrea Olshan, Chief Executive
Officer of Seritage Growth Properties. “They all have meaningful experience leading investment platforms across real estate sectors and significant expertise executing complex transactions. We look forward to benefitting from this wealth of knowledge
as we continue our process to unlock the compelling value of the Seritage portfolio for the benefit of shareholders.”
Seritage also announced that Trustees David Fawer and Thomas Steinberg have resigned from the Seritage Board, effective upon Ms. Nevo-Hacohen’s, Mr. Sabshon’s and Mr.
Wilsmann’s appointments. Following these changes, the Seritage Board now comprises eight members, seven of whom are independent.
“On behalf of the entire Board, I want to extend my sincere gratitude to David and Tom for their contributions to Seritage,” Ms. Olshan continued. “It has been a pleasure
to work with them during my tenure as CEO.”
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CONFIDENTIAL DRAFT
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Page 2 of 3
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About Talya Nevo-Hacohen
Ms. Nevo-Hacohen has served as EVP, Chief Investment Officer and Treasurer of Sabra Health Care REIT, Inc. since November 2010. From September 2006 to August 2008 and
from February 2009 to November 2010, Ms. Nevo-Hacohen served as an advisor to private real estate developers and operators regarding property acquisitions and dispositions, corporate capitalization, and equity and debt capital raising. Previously,
Ms. Nevo-Hacohen was a Managing Director with Cerberus Real Estate Capital Management, LLC. From 2003 to 2006, Ms. Nevo-Hacohen served as Senior Vice President—Capital Markets and Treasurer for HCP, Inc., a healthcare REIT. Prior to her time with
HCP, Ms. Nevo-Hacohen spent 10 years with Goldman, Sachs & Co. where she was a Vice President in the investment banking and finance, operations and administration
divisions.
About Mitchell Sabshon
Mr. Sabshon serves as Chief Executive Officer and President of Inland Real Estate Investment Corporation, where he leads the execution of Inland's long-term business strategy. Mr. Sabshon is also Chief Executive Officer of Inland Real Estate Income Trust, Inc., a publicly registered, non-listed multi-tenant retail REIT, InPoint
Commercial Real Estate Income, Inc., a publicly registered, non-listed commercial mortgage REIT, and MH Ventures Fund II, Inc., a privately held manufactured housing community REIT. He previously served as EVP and Chief Operating Officer of Cole
Real Estate Investments. Before that, he spent almost 10 years at Goldman, Sachs & Co. in various leadership roles, including President and CEO of Goldman Sachs Commercial Mortgage Capital. He also served as a Senior Vice President in Lehman
Brothers real estate investment banking group. Prior to joining Lehman Brothers, Mr. Sabshon was an attorney in the corporate and real estate structured finance practice groups at Skadden, Arps, Slate, Meagher & Flom LLP in New York.
About Mark Wilsmann
Mr. Wilsmann spent 31 years in real estate with MetLife Investment Management, including roles in asset management, acquisitions, mortgage lending,
portfolio management, regional operations, and merger integration. He most recently served as Managing Director and Head of Equity Investments. He assumed this role in 2012 to help build MetLife's $32 billion direct property investment platform,
investing on behalf of the MetLife General Account as well as institutional investors including public and private pension funds, sovereign wealth funds, and insurance companies, via co-mingled funds and managed accounts. He also oversaw more than
$7 billion in ground up development investments in apartments, industrial, office, retail, life sciences, data centers, and hotels. Between 2003 and 2012, Wilsmann led MetLife's commercial mortgage lending business, directing product design,
pricing, and origination activities and chairing the investment committee.
About Seritage Growth Properties
Seritage is principally engaged in the ownership, development, redevelopment, management, sale and leasing of diversified and mixed-use properties throughout the United
States. As of December 31, 2021, the Company’s portfolio consisted of interests in 162 properties comprised of approximately 19.2 million square feet of GLA or build-to-suit leased area (approximately 17.2 million at share), approximately 3.9
million of which is held by unconsolidated entities (approximately 1.9 million at share), approximately 600 acres held for or under development and approximately 9.4 million square feet of GLA or approximately 800 acres to be disposed of.
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CONFIDENTIAL DRAFT
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Page 3 of 3
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Forward-Looking Statements
This document contains forward-looking statements within the meaning of the federal securities laws. Forward-looking statements relate to expectations, beliefs,
projections, future plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts. In some cases, you can identify forward-looking statements by the use of forward-looking terminology
such as “may,” “should,” “expects,” “intends,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” or “potential” or the negative of these words and phrases or similar words or phrases that are predictions of or indicate future events or
trends and that do not relate solely to historical matters. Forward-looking statements involve known and unknown risks, uncertainties, assumptions and contingencies, many of which are beyond the Company’s control, which may cause actual results to
differ significantly from those expressed in any forward-looking statement. Factors that could cause or contribute to such differences include, but are not limited to: declines in retail, real estate and general economic conditions; competition and
related challenges in the real estate and retail industries and the ability of the Company’s top tenants to successfully operate their businesses; failure to achieve expected occupancy and/or rent levels within the projected time frame or at all;
the Company’s historical exposure to Sears Holdings and the effects of its previously announced bankruptcy filing; the litigation filed against the Company and other defendants in the Sears Holdings adversarial proceeding pending in bankruptcy
court; risks relating to redevelopment activities and potential acquisition or disposition of properties; the process and results of the Company’s review of strategic alternatives; the impact of ongoing negative operating cash flow on the Company’s
ability to fund operations and ongoing development; contingencies to the commencement of rent under leases; environmental, health, safety and land use laws and regulations; the terms of the Company’s indebtedness and availability or sources of
liquidity; possible acts of war, terrorist activity or other acts of violence or cybersecurity interests; the Company’s relatively limited history as an operating company and; the impact of the COVID-19 pandemic on the business of the Company’s
tenants and business, income, cash flow, results of operations, financial condition, liquidity, prospects, ability to service the Company’s debt obligations and ability to pay dividends and other distributions to shareholders. For additional
discussion of these and other applicable risks, assumptions and uncertainties, see the “Risk Factors” and forward-looking statement disclosure contained in the Company’s filings with the Securities and Exchange Commission, including the Company’s
annual report on Form 10-K for the year ended December 31, 2021. While the Company believes that its forecasts and assumptions are reasonable, the Company cautions that actual results may differ materially. The Company intends the forward-looking
statements to speak only as of the time made and do not undertake to update or revise them as more information becomes available, except as required by law.
Contacts
Investor Contact:
Seritage Growth Properties
Investor Relations
(212) 355-7800
Media Contact:
Jon Keehner / Andrew Siegel
Joele Frank, Wilkinson Brimmer Katcher
(212) 355-4449