DEF 14A: Lightstone Value Plus REIT IV, Inc. Announces Annual Meeting of Stockholders
Proxy Statement
Lightstone Value Plus REIT IV, Inc. will hold its annual meeting of stockholders on December 9, 2024, to elect directors and conduct other business.
Summary
- Lightstone Value Plus REIT IV, Inc. is holding its 2024 Annual Meeting of Stockholders on December 9, 2024, in New York.
- Stockholders will vote to elect three directors to serve until the 2025 Annual Meeting and to conduct other business as needed.
- The record date for determining stockholders eligible to vote is October 4, 2024.
- Stockholders can vote via the Internet, telephone, or mail.
- The Board of Directors recommends voting FOR each of the three nominees for director.
- The company has retained CFS to aid in the solicitation of proxies for a fee of approximately $23,000 plus expenses.
- The Board of Directors has an Audit Committee consisting of two independent directors.
- The company has adopted a Code of Business Conduct and Ethics.
- The Advisor and the Sponsor are related parties of the company.
- The company has agreements with the Advisor to pay certain fees for services performed.
- The company formed the Williamsburg Moxy Hotel Joint Venture with Lightstone REIT III.
- The company entered into a recourse construction loan facility for the Williamsburg Moxy Hotel.
- The company acquired an approximate 33.3% membership interest in the 40 East End Ave. Joint Venture.
- EisnerAmper LLP audited the company's financial statements for the years ended December 31, 2023 and 2022.
- Stockholder proposals for the 2025 Annual Meeting must be received by June 17, 2025.
Sentiment
Score: 7
Explanation: The document is a standard proxy statement, which is generally neutral in tone. The company is following standard corporate governance procedures, which is a positive sign.
Positives
- The company has an Audit Committee consisting of independent directors.
- The company has a Code of Business Conduct and Ethics.
- The company has access to the sponsor's extensive experience in financing and developing real estate projects.
- The company seeks to build a portfolio that provides current income and is secured by high-quality commercial real estate.
Negatives
- The Advisor and the Sponsor are related parties, which could present conflicts of interest.
- The company is dependent on the Advisor and certain affiliates of the Sponsor to perform essential services.
- The company has no employees and is dependent on the Advisor.
- The company's charter allows it to incur leverage up to 300% of its total net assets, which could increase risk.
Risks
- The company is dependent on the Advisor and certain affiliates of the Sponsor to perform essential services; if they are unable to provide these services, the company would be required to provide the services themselves or obtain the services from other parties.
- High levels of debt could cause the company to incur higher interest charges and higher debt service payments, which would decrease the amount of cash available for distributions.
- The company's ability to dispose of an investment during the first few years following its acquisition is restricted to a substantial extent as a result of its REIT status.
- The company's strategy includes related-party investments, which could present conflicts of interest.
Future Outlook
The company intends to hold each investment it acquires, develops, or originates until its investment objectives are met or it is likely they will not be met.
Industry Context
The document provides insight into the corporate governance and operations of a non-traded REIT, which is relevant in the context of the broader real estate investment industry and the regulatory environment for REITs.
Comparison to Industry Standards
- The director compensation structure is typical for REITs of similar size and complexity.
- The company's reliance on an external advisor is a common practice in the non-traded REIT sector.
- The related-party transactions are disclosed, which is in line with regulatory requirements for REITs.
- The company's leverage policy is within the range of industry standards for REITs.
Related Party Transactions
- Both the Advisor and the Sponsor are majority owned by David Lichtenstein.
- The Advisor contributed $200,000 for 20,000 shares of Common Shares, at $10.00 per share of Lightstone REIT IV.
- Mr. Lichtenstein also owns 222,222 Common Shares which were issued on June 15, 2015 for $2.0 million, or $9.00 per share.
- The Advisor has the primary responsibility for making investment decisions on behalf of us and managing our day-to-day operations.
- We are dependent on the Advisor and certain affiliates of the Sponsor to perform a full range of services that are essential to us.
- Our Sponsor, Advisor and their affiliates are related parties of ours as well as other public REITs also sponsored and/or advised by these entities.
- We have agreements with the Advisor to pay certain fees, in exchange for services performed by the Advisor and/or its affiliated entities.
- On March 18, 2016, we and the Sponsor entered into the Subordinated Loan Agreement pursuant to which the Sponsor made aggregate principal advances of $12.6 million to us through March 31, 2017 (the termination date of the Offering).
- On August 5, 2021, the Williamsburg Moxy Hotel Joint Venture entered into a development agreement (the Development Agreement) with an affiliate of the Advisor (the Williamsburg Moxy Developer) pursuant to which the Williamsburg Moxy Developer was paid a development fee equal to 3% of hard and soft costs, as defined in the Development Agreement, incurred in connection with the development and construction of the Williamsburg Moxy Hotel.
- On March 31, 2017, we acquired an approximate 33.3% membership interest in the 40 East End Ave. Joint Venture from SAYT Master Holdco LLL, an entity majority-owned and controlled by David Lichtenstein, who also majority owns and controls the Sponsor, a related party, for aggregate consideration of $10.3 million.
Stakeholder Impact
- Stockholders will have the opportunity to vote on the election of directors and other important matters.
- The company's performance will impact the value of stockholders' investments.
- The company's Code of Business Conduct and Ethics is intended to ensure ethical behavior and protect the interests of stakeholders.
Next Steps
- Stockholders should review the proxy statement and vote on the director nominees.
- The company will hold its Annual Meeting on December 9, 2024.
- The company will continue to manage its portfolio of real estate investments.
Key Dates
| Date | Description |
|---|---|
| March 18, 2016 | We and the Sponsor entered into the Subordinated Loan Agreement. |
| March 31, 2017 | We acquired an approximate 33.3% membership interest in the 40 East End Ave. Joint Venture. |
| July 17, 2019 | We acquired land parcels located at 353-361 Bedford Avenue in the Williamsburg neighborhood of the borough of Brooklyn in New York City, from unaffiliated third parties, for an aggregate purchase price of $30.4 million, excluding closing and other acquisition related costs, for the development and construction of the Williamsburg Moxy Hotel. |
| August 5, 2021 | We formed the Williamsburg Moxy Hotel Joint Venture with Lightstone REIT III. |
| August 5, 2021 | The Williamsburg Moxy Hotel Joint Venture entered into a recourse construction loan facility with a financial institution for up to $77.0 million (the Moxy Construction Loan) to fund certain of the development, construction and certain pre-opening costs associated with the Williamsburg Moxy Hotel. |
| March 7, 2023 | The development and construction of the Williamsburg Moxy Hotel was substantially completed and it opened for business. |
| November 3, 2023 | The Williamsburg Moxy Hotel Joint Venture acquired additional building rights at a contractual purchase price of $3.1 million and, as a result, the adjacent land owner rescinded and withdrew his claim. |
| April 15, 2024 | The 2023 Annual Report on Form 10-K was previously mailed to our stockholders on or about April 15, 2024. |
| April 19, 2024 | The Williamsburg Moxy Joint Venture entered into an $86.0 million senior mortgage loan facility (the Moxy Senior Loan) and a $9.0 million junior mortgage loan facility (the Moxy Junior Loan and together with the Moxy Senior Loan, the Moxy Mortgage Loans) with unrelated third parties. |
| October 4, 2024 | Record date for determining stockholders entitled to notice of and to vote at the meeting. |
| October 10, 2024 | Date of the proxy statement. |
| October 16, 2024 | This proxy statement, the accompanying proxy card and notice of annual meeting are first being mailed to our stockholders on or about October 16, 2024. |
| December 9, 2024 | Date of the 2024 Annual Meeting of Stockholders. |
| May 18, 2025 | Beginning of the period for submitting stockholder proposals for the 2025 Annual Meeting. |
| June 17, 2025 | Deadline for receiving stockholder proposals for the 2025 Annual Meeting. |
Keywords
Annual Meeting, Stockholders, Directors, Proxy Statement, Lightstone, REIT, Governance, Audit Committee, Related Party Transactions, Real Estate
Disclaimer:The information provided here is for general informational purposes only and does not constitute financial advice, recommendation, or endorsement of any kind. It may contain errors or omissions. You should not rely on this information to make financial decisions. Always seek the advice of a qualified financial professional before making any investment or financial decisions. Use of this information is at your own risk.