Shareholders Seek Changes at New England Realty

BOSTON-New England Realty Associates’ largest shareholders have asked the Alston firm to either liquidate the company or convert it to a REIT, saying the company is breaching its fiduciary duty by failing to make the change, according to an SEC filing issued October 30. In a letter to New England Realty’s board of directors included in the SEC filing, Greenwich, CT-based Mercury Real Estate Advisors LLC, says it has advised New England Realty’s principals Harold Brown and Carl Valeri that converting to a REIT would enhance the valuation of the partnership but both men “have steadfastly and seemingly refused solely on the basis of [Brown's] personal estate planning goals.” Mercury Real Estate Advisors LLC is an affiliate of the real estate investment management firm Mercury Partners LLC.

New England Realty Associates, established in 1977, acquires, develops, operates and sells both residential and commercial real estate. “The portfolio includes 2,378 apartment units in 22 complexes that are 100% owned by NEN, an additional 547 apartment units in joint ventures with Mr. Brown and/or his affiliates in which the Company has a majority stake, and a commercial shopping center in Framingham and mixed use complexes in Boston, Brockton and Newton. This irreplaceable portfolio would be highly valued in a more coveted REIT structure or eagerly sought after by public REITs and institutional buyers if placed for sale on the market,” the statement says.

Mercury Advisors say that while the formation of a REIT would be beneficial to the shareholders, “[Brown] views the partnership as his personal estate planning vehicle and that he could not replicate the positive estate tax treatment he currently enjoys with the partnership structure if NEN were to convert to REIT,” Mercury says in a letter to the board of directors. “We will no longer stand by while the partnership remains beholden to [Brown's] personal tax objectives, to the direct and unquestioned detriment of all limited partners.”