UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
14D-9
SOLICITATION/RECOMMENDATION STATEMENT
UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
AMERICAN STRATEGIC INVESTMENT CO.
(Name of Subject Company)
AMERICAN STRATEGIC INVESTMENT CO.
(Names of Persons Filing Statement)
CLASS A
COMMON STOCK, PAR VALUE $0.01 PER SHARE
(Title of Class of Securities)
649439304
(CUSIP Number of Class of Securities)
Michael R. Anderson
Chief Executive Officer
American Strategic Investment Co.
222 Bellevue Ave
Newport, Rhode Island
(212) 415-6500
(Name, address and telephone number of person authorized
to receive notices and communications
on behalf of the persons filing statement)
with
copies to:
Joseph A. Herz, Esq.
Yuta N. Delarck, Esq.
Greenberg Traurig, LLP
One Vanderbilt Avenue
New York, NY 10017
(212) 801-6928
¨
Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
INTRODUCTION
This
Solicitation/Recommendation Statement relates to a tender offer (the “Offer”) by Bellevue Capital Partners, LLC
(“Bellevue” or the “Offeror”) to purchase for cash up to 125,000 shares of the outstanding Class A common
stock, par value $0.01 per share (the “Common Stock”), of American Strategic Investment Co., a Maryland corporation (the
“Company”), at a price equal to $9.25 per share (the “Offer Price”), upon the terms and subject to the
conditions set forth in the Offer to Purchase as filed under cover of Schedule TO by the Offeror with the Securities and Exchange
Commission (the “SEC”) on May 7, 2024, as amended on May 16, 2024 (the “Offer to Purchase”).
The Company’s board
of directors (the “Board”) expresses no opinion and remains neutral with respect to the Offer. The Board has made no determination
of the fairness of the Offer or whether the Offer is in the best interests of stockholders. The Board makes no recommendation as to whether
stockholders should accept the Offer and tender their shares of Common Stock (and, if so, how many shares to tender) or reject the Offer
and not tender their shares. The Company urges each stockholder to make its own decision regarding the Offer based on the available information,
including the adequacy of the Offer Price in light of the stockholder’s own investment objectives, the stockholder’s views
as to the Company’s prospects and outlook, the factors considered by the Board, as described below and in the attached Letter to
Stockholders, and any other factors that the stockholder deems relevant to its investment.
Item 1. Subject Company Information.
The Company’s name
and the address and telephone number of its principal executive office is as follows:
American Strategic Investment
Co.
222 Bellevue Ave
Newport, Rhode Island
Tel: (212) 415-6500
This Schedule 14D-9 relates
to the Common Stock. As of May 2, 2024, the Company had 2,579,347 shares of Common Stock outstanding, held by approximately 3,162 stockholders
of record.
Item 2. Identity and Background of Filing Person.
The Company is the person
filing this Schedule 14D-9. The Company’s name, address and business telephone number are set forth in Item 1 above, which information
is incorporated herein by reference.
This Schedule 14D-9 relates
to the Offer pursuant to which the Offeror has offered to purchase, subject to certain terms and conditions, up to 125,000 shares of Common
Stock at the Offer Price pursuant to its Offer to Purchase. Unless the Offer is extended by the Offeror, the Offer will expire at 5:00
p.m., Eastern Time, on July 5, 2024.
According to the filing on
Schedule TO by the Offeror, the business address for the Offeror is 222 Bellevue Avenue, Newport, RI 02840, and the business telephone
number is (212) 415-6500.
Item 3. Past Contacts, Transactions, Negotiations and Agreements
According to the filing on
Schedule TO by the Offeror, Bellevue beneficially owned 1,305,861 shares of Common Stock, or approximately 50.6% of the outstanding shares
of Common Stock, as of May 2, 2024. If the Offeror acquires 125,000 shares in the Offer, it will beneficially own approximately 55.5%
of the outstanding shares of Common Stock upon completion of the Offer.
Bellevue controls AR Global
Investments, LLC (“AR Global”) and New York City Advisors, LLC (the “Advisor”). The Advisor manages the Company’s
day-to-day business with the assistance of the Company’s property manager, New York City Properties, LLC (the “Property Manager”).
The Advisor and Property Manager are under common control with AR Global and receive compensation and fees for providing services to the
Company. The Company also reimburses these entities for certain expenses they incur in providing these services.
Bellevue is the sole member
of AR Global, which is the sole member of American Realty Capital III, LLC, which is the sole member of New York City Special Limited
Partnership, LLC, which is the sole member of the Advisor.
Advisory Agreement and Property Management
Agreement
The terms of the Company’s
advisory agreement with the Advisor and property management agreement with the Property Manager, and other material agreements, arrangements
or understandings or any actual or potential conflicts of interest between the Company or the Offeror and the executive officers, directors
or affiliates of the Company can be found in the sections entitled “Compensation and Other Information Concerning Officers, Directors
and Certain Stockholders,” “Stock Ownership by Directors, Officers and Certain Stockholders,” and “Certain Relationships
and Related Transactions” in the Company’s Definitive Proxy Statement on Schedule 14A, filed with the SEC on April 17, 2024
and attached hereto as exhibit (e)(1).
2023 Tender Offer
On September 27, 2023, Bellevue announced a tender
offer to purchase up to 350,000 shares of the Company’s Common Stock at a purchase price equal to $10.25 per share. The tender offer
expired on October 26, 2023, and 223,460 shares were tendered and accepted by Bellevue for an aggregate purchase price of approximately
$2.3 million, less any fees, expenses, or taxes withheld.
Ownership Waiver Agreement and Irrevocable
Proxy
The Board has previously
granted Bellevue and its affiliates waivers from limitations on ownership of the Common Stock contained in Section 1.1 of the Amended
and Restated Rights Agreement, dated August 17, 2020 (as amended, the “Rights Plan”).
The
latest waiver was granted on February 22, 2023, in connection with a rights offering, in which the Company raised aggregate gross proceeds
of approximately $5.0 million. The Company issued 386,100 shares of Common Stock in this rights offering on February 27, 2023. According
to the disclosure set forth in its amendment to its Schedule 13D filed on March 1, 2023, Bellevue and its affiliates purchased an aggregate
of 380,888 of the offered shares out of a total of 386,100 shares of Common Stock sold by the Company in the offering.
In
connection with the rights offering, the Board waived and eliminated the then existing twenty-five percent (25%) limit on Bellevue’s
ownership of Common Stock and eliminated limits on Bellevue’s purchases in future issuances of Common Stock by the Company and issuances
to Bellevue and its affiliates under the Advisory Agreement. In return, Bellevue, the Advisor and other affiliates or persons related
to Bellevue granted an irrevocable proxy to the Company pursuant to which the Company has the right to vote any shares of Common Stock
owned by these persons or entities in excess of 34.9% of the outstanding shares of Common Stock in the same proportion as all other shares
of Common Stock are voted by the Company’s stockholders. Accordingly, any shares of Common Stock acquired by Bellevue in the Offer
would be subject to the irrevocable proxy and would be voted proportionately with the Company’s other stockholders.
Management Relationships
Michael R. Anderson, the
Company’s chief executive officer, also has served as the general counsel of AR Global and Bellevue since 2020.
Edward M. Weil Jr., a member
of the Board, is also a non-controlling member of Bellevue. Mr. Weil previously served as executive chairman of the Company from November
2015 to September 2023 and as chief executive officer, president and secretary of the Company, the Advisor and Property Manager from March
2017 to September 2023. Mr. Weil also has been the chief executive officer of AR Global since January 2016.
Item 4. The Solicitation or Recommendation.
(a) Solicitation or Recommendation.
On behalf of the Company,
the Board (with Edward M. Weil recusing himself and not participating in any of the discussions), reviewed the terms and conditions of
the Offer with the assistance of its legal advisor. The Board did not determine whether the Offer is fair to, or in the best interests
of, the Company’s stockholders and decided to make no recommendation as to whether stockholders should accept the Offer and tender
their shares of Common Stock (and, if so, how many shares to tender) or reject the Offer and not tender their shares. The Board believes
that the decision of a stockholder as to whether or not to tender its shares of Common Stock in the Offer depends on whether the stockholder
needs or is focused on near-term liquidity or has a longer term horizon and is able to bear the risks associated with continuing to hold
the Common Stock. The Board urges each stockholder to consider all the available information in determining whether to tender including
the factors considered by the Board as described below and any other factors that the stockholder deems relevant to its investment.
The Board noted that stockholders
who tender their shares will give up the opportunity to participate in any future benefits from the ownership of shares, including potential
future dividends the Company may pay from cash flows or otherwise. The Board took note of statements made by Bellevue in its Offer to
Purchase that the purchase price per share payable to a tendering stockholder by Bellevue may be less than the total amount which might
otherwise be received by the stockholder with respect to its shares. However, as discussed in more detail in the Offer to Purchase, Bellevue
is motivated to establish the lowest price which might be acceptable to stockholders consistent with Bellevue’s objective which
it states is to make a profit from its purchase and ownership of the shares.
(b) Reasons for the Board’s Position.
In evaluating the Offer and
determining whether to make a recommendation with respect to the Offer, the Board, with the assistance of legal counsel, considered several
factors, including the fact that Bellevue is an affiliate and the ultimate parent of the Company’s Advisor, which manages the Company’s
day-to-day business. For doing so, the Company pays the Advisor fees and reimburses it for salaries, wages (including bonuses) and benefits
of employees of the Advisor or its affiliates involved in managing the Company’s business. The Board also considered the risks and
uncertainties regarding investment in the Common Stock, including the fact that the Company does not presently pay dividends and would
likely need to raise additional capital to fund any future large-scale acquisitions. The Board noted that there is no assurance that the
Company will be able to pay dividends in the future and the amount, if any, of any future dividends and the uncertainty surrounding the
Company’s ability to implement its business plan.
Among other factors considered
by the Board were:
| · |
The Offer Price is higher than the thirty-day average closing price of $6.15 per share of Common Stock and is 46%,
31% and 14% more than thirty-day, ninety-day and 180-day volume weighted average price per share (measured as of May 6, 2024
(the last trading day prior to the commencement of the Offer)). |
| · |
The trading price of the Common Stock was down 27% year-to-date as of May 6, 2024 (the last trading day prior to the commencement of the Offer). |
| · |
The Company’s portfolio is heavily concentrated in New York City office assets which have been slow to recover from COVID-19 and continues to be affected by the fact that people have been slow to “return to the office.” |
| · |
Very few transactions are being completed involving New York City real estate which makes establishing valuation parameters such as “cap rates” for acquisitions and dispositions difficult. Establishing valuation parameters become more difficult when factoring in rising interest rates and an inflationary environment along with the potential for economic slowdown. |
| · |
The Company will likely need to raise additional capital if it seeks to make large scale acquisitions but raising capital is presently challenging and likely expensive from a return and dilution standpoint in light of, among other things, the current state of the capital markets generally and the real estate market specifically as well as the Company’s exposure to the New York City office market. |
| · |
The Company’s announcement that it has commenced the process to market for sale 9 Times Square and intends to market for sale its properties located at 123 William Street and 196 Orchard Street. |
| · |
Although the Common Stock is listed on the New York Stock Exchange or “NYSE”, the
liquidity is limited as evidenced by the trading volume in the Common Stock which averaged approximately 2,381 shares per day over
the last thirty trading days prior to the Offer making it difficult for stockholders to sell as many shares as quickly as would be
possible by tendering in the Offer which provides stockholders with an opportunity to sell, in the aggregate, 125,000 shares at a
fixed price irrespective of the trading volume. If more than 125,000 shares are tendered, Bellevue notes that it will accept shares
on a pro rata basis. |
| |
|
| · |
Recently, from time to time, the Company’s market capitalization has fallen below $15 million. Under the ongoing listing rules of the NYSE, the Company must maintain a thirty-trading-day average market capitalization of $15 million. If the average closing price over thirty days averages $5.81 or lower, the Company’s total market capitalization would be less than $15 million. If we do not satisfy the market capitalization test, the NYSE would delist our common stock from trading on the NYSE which could have a negative impact on stockholder liquidity and the Company’s ability to raise capital. |
The Board also considered
that the purchase of additional shares of Common Stock by Bellevue pursuant to the Offer would not by itself result in a change of control
of the Company in part because Bellevue and its affiliates previously entered into the Rights Plan Waiver Agreement that granted the Company
an irrevocable proxy, pursuant to which all of the shares of Common Stock owned by Bellevue over 34.9% of the outstanding shares of Common
Stock will be voted on a proportionate basis with all other Common Stock voted on any particular proposal submitted to stockholders. The
Board also expects the Company to continue as an “externally-managed” company for the foreseeable future.
Lastly, the Board noted that
if completed, the purchase of shares in the Offer by Bellevue will reduce the Company’s “public float,” which is the
number of shares owned by non-affiliate stockholders and available for trading in the securities markets and, in the absence of pro ration,
would reduce the number of stockholders. These reductions may reduce the volume of trading in our Common Stock and may result in lower
stock prices and reduced liquidity in the trading of our Common Stock following completion of the Offer. In addition, the Offer will increase
the proportional ownership of our officers and directors who are not participating in the Offer and any other stockholders who do not
participate or participate only in part in the Offer.
The foregoing discussion
of the factors considered by the Board is intended to be a summary, and is not exhaustive, but rather includes the principal factors considered
by the Board. After considering these factors and its duties under Maryland law, the Board decided to remain neutral as to whether stockholders
should or should not tender shares in the Offer in light of the various factors described above and the totality of information available
to the Board.
(c) Intent to Tender.
The Company’s directors
and executive officers are entitled to participate in the Offer on the same basis as other stockholders. However, after reasonable inquiry
and to the best knowledge of the Company, none of the directors or executive officers of the Company intends to tender or sell shares
of Common Stock held of record or beneficially by such person for purchase pursuant to the Offer.
Item 5. Person/Assets, Retained, Employed, Compensated or Used.
Neither the Company nor any
person acting on its behalf has employed, retained or agreed to compensate any person to make solicitations or recommendations to stockholders
concerning the Offer.
Item 6. Interest in Securities of the Subject Company.
According to the filing on Schedule TO by the
Offeror, Bellevue beneficially owned 1,305,861 shares of Common Stock, or approximately 50.6% of the outstanding shares of Common Stock,
as of May 2, 2024.
The Company
issued 91,165 shares of Common Stock to the Advisor, an affiliate of Bellevue, on April 1, 2024 as a result of the Advisor’s
decision to elect to receive shares of the Company’s stock in lieu of cash with respect to the property management fees for the
month of March 2024 and general and administrative expense reimbursements for the month of February 2024, pursuant to the Advisory Agreement
and the Property Management Agreement, respectively. These shares were issued using the 10-day average price of $6.64 per share.
Additionally, the Company issued 83,543 shares of Common Stock to the Advisor on May 1, 2024 as a result of the Advisor’s
decision to elect to receive shares of the Company’s stock in lieu of cash with respect to the asset management fee for the month
of May 2024. These shares were issued using the 10-day average price of $6.04 per share.
Based on the Company’s
records and on information provided to the Company by its directors, executive officers, affiliates and subsidiaries, during the past
60 days, no transactions with respect to the Common Stock have been effected by the Company, or its executive officers, directors, affiliates
or subsidiaries, except as set forth above.
Item 7. Purposes of the Transaction and Plans or Proposals.
The Company has not undertaken
and is not engaged in any negotiations in response to the Offer that relate to: (i) a tender offer or other acquisition of the securities
of the Company or any of its subsidiaries by any other person; (ii) an extraordinary transaction, such as a merger, reorganization or
liquidation involving the Company or any of its subsidiaries; (iii) a purchase, sale or transfer of a material amount of assets of the
Company or any of its subsidiaries; or (iv) any material change in the present distribution rate or policy, or indebtedness or capitalization
of the Company.
Additionally, there is no
transaction, board resolution, agreement in principle, or signed contract in response to the Offer which relates to or would result in
one or more of the foregoing matters.
Item 8. Additional Information.
Certain statements contained
in this Schedule 14D-9 other than historical facts may be considered forward-looking statements. These forward-looking statements involve
risks and uncertainties that could cause actual results or events to be materially different. The words “may,” “will,”
“seeks,” “anticipates,” “believes,” “expects,” “estimates,” “projects,”
“plans,” “intends,” “should” and similar expressions are intended to identify forward-looking statements,
although not all forward-looking statements contain these identifying words. These forward-looking statements are subject to a number
of risks, uncertainties and other factors, many of which are outside of the Company’s control, which could cause actual results
to differ materially from the results contemplated by the forward-looking statements. These risks and uncertainties include (a) the anticipated
benefits of the Company’s election to terminate its status as a real estate investment trust, (b) whether the Company will be able
to successfully dispose of current assets or acquire new assets or businesses, (c) the potential adverse effects of (i) the geopolitical
instability due to the ongoing military conflict between Russia and Ukraine and Israel and Hamas, including related sanctions and other
penalties imposed by the U.S. and European Union, and the related impact on the Company, the Company’s tenants, and the global economy
and financial markets, and (ii) inflationary conditions and higher interest rate environment, (d) that any potential future acquisition
or disposition is subject to market conditions and capital availability and may not be completed on favorable terms, or at all, and (e)
that the Company may not be able to continue to meet the NYSE continued listing requirements and rules, and the NYSE may delist the Company's
common stock, which could negatively affect the Company, the price of the Company's common stock and the Company's shareholders' ability
to sell the Company's common stock, as well as well as those risks and uncertainties set forth in the Risk Factors section of the Company’s
Annual Report on Form 10-K for the year ended December 31, 2023 filed on April 1, 2024 and all other filings with the Securities and Exchange
Commission after that date including but not limited to the subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K,
as such risks, uncertainties and other important factors may be updated from time to time in the Company’s subsequent reports. Further,
forward-looking statements speak only as of the date they are made, and the Company undertakes no obligation to update or revise any forward-looking
statement to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results, unless required
to do so by law.
Item 9. Exhibits.
* Filed herewith
**The sections entitled “Compensation and
Other Information Concerning Officers, Directors and Certain Stockholders,” “Stock Ownership by Directors, Officers and Certain
Stockholders,” and “Certain Relationships and Related Transactions” are incorporated by reference herein
SIGNATURE
After due inquiry and to
the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct
Date: May 21, 2024
| |
By: |
/s/ Michael R. Anderson |
| |
|
Name: |
Michael R. Anderson |
| |
|
Title: |
Chief Executive Officer |
Exhibit (a)(1)
American Strategic
Investment Co.
May 21, 2024
Dear Stockholder,
You may have recently received
documents relating to a tender offer for your shares of Class A common stock commenced by Bellevue Capital Partners, LLC. Bellevue is
seeking to purchase up to 125,000 shares of our common stock at a price equal to $9.25 per share. Bellevue is the ultimate parent of our
advisor, New York City Advisors, LLC.
I am writing to inform you
that the board and legal counsel reviewed the tender offer documents provided by Bellevue. The board decided that the company should remain
neutral toward the tender offer. In making your decision, we urge you to consider the points set forth below as well as those included
in a filing we have made with the Securities and Exchange Commission or “SEC” on Schedule 14D-9 and any other information
that the company has filed from time to time with the SEC. The board recognizes that each stockholder has its own investment objectives
and risk profiles. Stockholders whose shares are accepted in the tender offer will no longer have any rights with respect to those shares,
including any benefits from continued ownership.
In that regard, Bellevue
states in a press release attached as an exhibit to its tender offering filing on Schedule TO that it made the offer because of “its
continued confidence in the company’s portfolio and underlying assets” and “its belief that “the 67% premium to
the price on the date of the offer reflects Bellevue’s belief in the long-term performance of the company and its portfolio of assets.”
However, in its “Offer to Purchase,” Bellevue states that it is motivated to purchase at the lowest price that may be acceptable
to stockholders because it seeks to profit from its investment.
You should consider those
statements, the additional disclosure of the company and Bellevue, as well as the following in making your decision:
| · |
The price offered by Bellevue is higher than the thirty-day average closing price
of $6.15 per share and is 46%, 31% and 14% more than the thirty-day, ninety-day and 180-day volume weighted average price per
share (measured as of May 6, 2024 (the last trading day prior to the commencement of the Offer)). |
| · |
The trading price of the company’s common stock is down 27% year-to-date as of May 6, 2024. |
| · |
The company’s portfolio is heavily concentrated in New York City office assets which have been slow to recover from COVID-19 and continues to be affected by the fact that people have been slow to “return to the office.” |
| · |
Very few transactions are being completed involving New York City real estate which makes establishing valuation parameters such as “cap rates” for acquisitions and dispositions difficult. Establishing valuation parameters becomes more difficult when you factor in rising interest rates and an inflationary environment along with the potential for economic slowdown. |
| · |
The company will likely need to raise additional capital if it seeks to make large scale acquisitions but raising capital is presently challenging and likely expensive from a return and dilution standpoint in light of, among other things, the current state of the capital markets generally and the real estate market specifically as well as the company’s exposure to the New York City office market.
|
| · |
The Company’s announcement that it has commenced the process to market for sale 9 Times Square and intends to market for sale its properties located at 123 William Street and 196 Orchard Street. |
| · |
Although the common stock is listed on the New York Stock Exchange or
“NYSE”, the liquidity is limited as evidenced by the trading volume in the common stock which averaged approximately
2,381 shares per day over the last thirty trading days prior to the offer, making it difficult for stockholders to sell as many
shares as quickly as would be possible by tendering in the tender offer which provides stockholders with an opportunity to sell, in
the aggregate, 125,000 shares at a fixed price irrespective of the trading volume. If more than 125,000 shares are tendered,
Bellevue notes that it will accept shares on a pro rata basis. |
| · |
Recently, from time to time, our market capitalization has fallen below $15 million. Under the ongoing listing rules of the NYSE, we must maintain a thirty-trading-day average market capitalization of $15 million. If the average closing price over thirty days averages $5.81 or lower, the Company’s total market capitalization would be less than $15 million. If we do not satisfy the market capitalization test, the NYSE would delist our common stock from trading on the NYSE which could have a negative impact on stockholder liquidity and the company’s ability to raise capital. |
As required by federal law,
the company has filed a Schedule 14D-9 with the SEC. You should review this filing because it provides additional detail regarding the
company’s response to Bellevue’s tender offer. This filing is available on the company’s website at https://www.americanstrategicinvestment.com
and the SEC’s website at www.sec.gov. If you have any questions or need further information, please contact the company’s
Investor Relations Department at 866-902-0063.
THE BOARD HAS MADE NO DETERMINATION
OF THE FAIRNESS OF THE TENDER OFFER OR WHETHER IT IS IN THE BEST INTERESTS OF STOCKHOLDERS, MAKES NO RECOMMENDATION AND IS NEUTRAL AS
TO WHETHER STOCKHOLDERS SHOULD ACCEPT OR REJECT THE OFFER TO TENDER THEIR SHARES.
Sincerely,
| /s/ Elizabeth K. Tuppeny |
|
| Elizabeth K. Tuppeny |
|
| Lead Independent Director |
|
Exhibit (a)(2)
FOR IMMEDIATE
RELEASE
AMERICAN STRATEGIC
INVESTMENT CO. ANNOUNCES RESPONSE TO BELLEVUE CAPITAL PARTNERS, LLC TENDER OFFER
NEW YORK –May 21, 2024 - American
Strategic Investment Co. (NYSE: NYC) (“ASIC” or the “Company”) announced today that it has filed with the Securities
and Exchange Commission (“SEC”) a Solicitation/Recommendation Statement on Schedule 14D-9 and Letter to Stockholders dated
May 21, 2024, regarding the tender offer commenced by Bellevue Capital Partners, LLC (“Bellevue”) on May 7, 2024, to
purchase up to 125,000 shares of the Company’s Class A common stock at a price of $9.25 per share (the “Tender Offer”).
The Company’s board of directors has made no determination of the fairness of the Tender Offer or whether it is in the best interests
of stockholders, makes no recommendation and is neutral as to whether stockholders should accept or reject the offer to tender their shares.
The Company urges each stockholder to review the Schedule 14D-9 and the accompanying Letter to Stockholders as well as the tender offer
materials sent by Bellevue and to make its own decision regarding the Tender Offer based on the available information. The Tender Offer
will expire at 5:00 PM, New York City time, on July 5, 2024, unless extended or earlier terminated by Bellevue.
About the Company
American Strategic Investment Co. owns a portfolio
of commercial real estate. Additional information about ASIC can be found on its website at https://www.americanstrategicinvestment.com.
Additional Information and Where to Find It
This press release is for informational purposes
only and is neither an offer to purchase nor a solicitation of an offer to sell shares of the Company’s Class A common stock, nor
is it a substitute for the tender offer materials that Bellevue filed with the SEC upon commencement of the tender offer. Bellevue initially
filed tender offer materials on Schedule TO on May 7, 2024, and the Company initially filed a Solicitation/Recommendation Statement on
Schedule 14D-9 with the SEC with respect to the tender offer on May 21, 2024. Holders of shares of the Company’s Class A common
stock are urged to read the tender offer materials (including the Offer to Purchase, a related Letter of Transmittal and certain other
tender offer documents) and the Solicitation/Recommendation Statement and accompanying Letter to Stockholders (as each may be amended
or supplemented from time to time) because they contain important information that holders of shares of the Company’s Class A common
stock should consider before making any decision regarding tendering their shares. The Offer to Purchase, the related Letter of Transmittal
and certain other tender offer documents, as well as the Solicitation/Recommendation Statement, are available to all holders of shares
of the Company at no expense to them. The tender offer materials and the Solicitation/Recommendation Statement are available for free
at the SEC’s website at www.sec.gov or on the Company’s website at https://www.americanstrategicinvestment.com.
The information contained in, or that can be accessed through, the Company’s website is not a part of, or incorporated by reference
herein. The Company files annual, quarterly and current reports, proxy statements and other information with the SEC. You may read any
reports, statements or other information filed by the Company with the SEC for free on the SEC’s website at www.sec.gov.
Contacts:
Investor Relations
info@ar-global.com
(866) 902-0063
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