UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934

Filed by the Registrant x

Filed by a party other than the Registrant  ¨

Check the appropriate box:

LXP INDUSTRIAL TRUST

(Name of Registrant as Specified In Its Charter)

N/A

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

PRELIMINARY COPY

SUBJECT TO COMPLETION DATED SEPTEMBER 4, 2026

515 N. Flagler Drive, Suite 408

West Palm Beach, FL 33401

, 2026

Dear Fellow Shareholder,

You are cordially invited to attend a special meeting of shareholders (the “Special Meeting”) of LXP Industrial Trust, a Maryland real estate investment trust (the “Company”), to be held on       , 2026, at           , Eastern Time. The Special Meeting will be held virtually via live webcast at     . You will not be able to attend the Special Meeting in person.

The board of trustees of the Company (the “Board”) has approved an Agreement and Plan of Merger, dated as of July 19, 2026 (as may be amended from time to time, the “Merger Agreement”), by and among the Company, Leopard REIT LLC, a Delaware limited liability company (“Parent”), and Leopard Merger Sub LLC, a Maryland limited liability company and wholly owned indirect subsidiary of Parent (“Merger Sub”). The Merger Agreement provides that, upon the terms and conditions set forth therein and in accordance with the Maryland REIT Law (the “MRL”) and the Maryland Limited Liability Company Act (the “MLLCA”), the Company will be merged with and into Merger Sub with Merger Sub surviving the merger (the “Surviving Entity” and such merger transaction, the “Merger”). Upon completion of the Merger, the common shares of the Surviving Entity will be owned and controlled by Parent.

At the Special Meeting, you will be asked to consider and vote on (i) a proposal to approve the Merger and the other transactions contemplated by the Merger Agreement (the “Merger Proposal”), (ii) a proposal to approve, on a non-binding, advisory basis, the compensation that may be paid or become payable to the Company’s named executive officers in connection with the Merger (the “Advisory Merger-Related Compensation Proposal”) and (iii) a proposal to approve any adjournment of the Special Meeting for the purpose of soliciting additional proxies if there are not sufficient votes at the Special Meeting to approve the Merger Proposal (the “Adjournment Proposal”).

If the Merger is completed, you, as a holder of common shares of beneficial interest, par value $0.0001 per share, of the Company (each, a “Company Common Share”), will be entitled to receive $61.20 in cash, without interest, subject to certain adjustments as further described in the enclosed proxy statement, in exchange for each Company Common Share you own as of immediately prior to the effective time of the Merger, as more fully described in the enclosed proxy statement.

Only holders of record of Company Common Shares at the close of business on         , 2026, are entitled to notice of, and to vote at, the Special Meeting, or any adjournment or postponement thereof. Holders of our 6.50% Series C Cumulative Convertible Preferred Stock, par value $0.0001 per share, are entitled to notice of the Special Meeting, but their vote is not required to approve any of the proposals at the Special Meeting and is not being solicited.

Our Board has unanimously (i) determined and declared that the Merger and the other transactions contemplated by the Merger Agreement are advisable and in the best interests of the Company and its shareholders, (ii) duly authorized and approved the execution, delivery and performance of the Merger Agreement, including, subject to obtaining the requisite approval by the shareholders of the Company, the consummation of the Merger and the other transactions contemplated thereby, (iii) directed that the approval of the Merger and the other transactions contemplated by the Merger Agreement be submitted for consideration by the holders of Company Common Shares at the Special Meeting and (iv) recommended that the Company’s shareholders vote in favor of the Merger Proposal. The Board recommends that you vote “FOR” the approval of the Merger Proposal (Proposal 1 below), which approval is necessary to complete the Merger, “FOR” the Advisory Merger-Related Compensation Proposal (Proposal 2 below) and “FOR” the Adjournment Proposal (Proposal 3 below).

The Merger Proposal must be approved by the affirmative vote of the holders of Company Common Shares entitled to cast a majority of all the votes entitled to be cast at the Special Meeting on the Merger Proposal. The Notice of Special Meeting and proxy statement accompanying this letter provide you with more specific information concerning the Special Meeting, the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement. The Company encourages you to read carefully the enclosed proxy statement, including the annexes. You may also obtain more information about the Company from it or from documents filed with the U.S. Securities and Exchange Commission.

Your vote is very important regardless of the number of Company Common Shares that you own. Whether or not you plan to attend the virtual Special Meeting, the Company requests that you authorize a proxy to vote your shares by either completing and returning the enclosed proxy card as promptly as possible or authorizing your proxy or voting instructions by telephone or through the Internet. The enclosed proxy card contains instructions regarding voting. If you attend the Special Meeting, you will be able to personally vote even if you have previously submitted your proxy, as your proxy is revocable at your option, but you may also continue to have your shares voted as instructed in your proxy, as your attendance alone will not revoke any proxy that you have previously given. If you fail to authorize a proxy to vote your shares, fail to personally vote at the Special Meeting, or fail to instruct your broker on how to vote, it will have the same effect as a vote “AGAINST” approval of the Merger Proposal.

On behalf of the Board, thank you for your continued support.

Sincerely,

This proxy statement is dated        , 2026 and, together with the enclosed proxy card, is first being mailed to our shareholders on or about            , 2026.

515 N. Flagler Drive, Suite 408

West Palm Beach, FL 33401
, 2026

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON      , 2026

__________________, 2026

To the Shareholders of LXP Industrial Trust:

NOTICE IS HEREBY GIVEN that the special meeting of shareholders (including any adjournment or postponement thereof, the “Special Meeting”) of LXP Industrial Trust, a Maryland real estate investment trust (the “Company”), will be held on           , 2026, at               , Eastern Time, virtually via live webcast, at             , for the following purposes:

Only shareholders of record of common shares of beneficial interest, par value $0.0001 per share, of the Company (each, a “Company Common Share”), at the close of business on              , 2026, are entitled to notice of and to vote at the Special Meeting or at any postponements or adjournments thereof.

Holders of our 6.50% Series C Cumulative Convertible Preferred Stock, par value $0.0001 per share, are entitled to notice of the Special Meeting but their vote is not required to approve any of the proposals at the Special Meeting and is not being solicited,

The foregoing items of business are more fully described in the proxy statement attached to the notices delivered to holders of Company Common Shares, and forms a part of, and is incorporated by reference into, such notices. Pursuant to the Company’s Third Amended and Restated By-laws, as amended, only the matters set forth in this Notice of Special Meeting may be brought before the Special Meeting. The board of trustees of the Company (the “Board”) has fixed the close of business on         , 2026 as the record date for the determination of shareholders entitled to notice of and to vote at the Special Meeting or any postponement or adjournment thereof. On or around          , 2026, the Company intends to commence mailing of this Notice to all shareholders entitled to notice of, or vote at, the Special Meeting.

The Board unanimously approved the Merger Agreement and determined and declared the Merger and the other transactions contemplated by the Merger Agreement to be advisable and in the best interests of the Company and its shareholders. The Board recommends that holders of Company Common Shares vote “FOR” the Merger Proposal, “FOR” the Advisory Merger-Related Compensation Proposal, and “FOR” the Adjournment Proposal.

The Merger Proposal must be approved by the affirmative vote of the holders of Company Common Shares entitled to cast a majority of all the votes entitled to be cast at the Special Meeting on the Merger Proposal. Accordingly, the vote of every holder of Company Common Shares is very important regardless of the number of Company Common Shares owned. If you are a holder of Company Common Shares, whether or not you plan to virtually attend the Special Meeting, the Company requests that you authorize a proxy to vote your Company Common Shares by either marking, signing, dating and promptly returning the enclosed proxy card in the postage-paid envelope or authorizing your proxy or voting instructions by telephone or through the Internet. If you virtually attend the Special Meeting and are a holder of Company Common Shares, you will be able to personally vote at the Special Meeting even if you have previously submitted your proxy, as your proxy is revocable at your option, but you may also continue to have your Company Common Shares voted as instructed in your proxy, as your attendance alone will not revoke any proxy that you have previously given. If you are a holder of record of Company Common Shares and you fail to either authorize a proxy to vote your shares or attend the meeting, the effect will be that the Company Common Shares that you own will not be counted for purposes of determining whether a quorum is present at the Special Meeting. A failure to authorize a proxy to vote your Company Common Shares, failure to personally vote at the Special Meeting, or failure to instruct your broker, bank or other nominee on how to vote your Company Common Shares will have the same effect as a vote “AGAINST” the Merger Proposal. Abstentions will have the same effect as voting “AGAINST” the Merger Proposal. The approval of the Advisory Merger-Related Compensation Proposal and the approval of the Adjournment Proposal require the affirmative vote of a majority of the votes cast by holders of Company Common Shares on each such proposal. If you are a holder of Company Common Shares and fail to authorize a proxy to vote your Company Common Shares, fail to personally vote at the Special Meeting, or fail to instruct your broker on how to vote your Company Common Shares, it will have no effect on the outcome of the Advisory Merger-Related Compensation Proposal or the Adjournment Proposal. Abstentions, while present for purposes of determining the presence of a quorum, are not considered votes cast and therefore will have no effect on the outcome of the Advisory Merger-Related Compensation Proposal and the Adjournment Proposal.

Any proxy may be revoked at any time prior to its exercise by authorizing a proxy to vote again over the Internet or by telephone prior to 11:59 p.m., Eastern Time, on             , 2026, signing and returning another proxy card with a later date, provided the Company receives the updated proxy card before the date of the Special Meeting, or personally voting at the Special Meeting. Attendance at the Special Meeting alone will not be sufficient to revoke a previously authorized proxy.

The Company encourages holders of Company Common Shares to read the accompanying proxy statement in its entirety and to submit a proxy or voting instructions so that your Company Common Shares will be represented and voted even if you do not attend the Special Meeting. If you have any questions or need assistance in submitting a proxy or your voting instructions, please call the Company’s proxy solicitor, Georgeson LLC, toll-free at (866) 920-7133, or email at LXPIndustrial@Georgeson.com.

Regardless of the number of Company Common Shares you hold, as a shareholder your role is very important, and the Board strongly encourages you to exercise your right to vote.

By order of the Board of Trustees,

TABLE OF CONTENTS

QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER

The following questions and answers briefly address some questions you may have regarding the Special Meeting and the proposed Merger. These questions and answers may not address all questions that may be important to you as a shareholder. Please refer to the more detailed information contained elsewhere in this proxy statement, as well as the additional documents to which it refers or which it incorporates by reference, including the Merger Agreement, a copy of which is attached to this proxy statement as Annex A.

The vote of the holders of Company Series C Preferred Shares is not required to approve any of the proposals at the Special Meeting and is not being solicited.

Call toll free (866) 920-7133

Or email at LXPIndustrial@Georgeson.com

If your broker holds your shares, you should also contact your broker for additional information.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement and the documents that the Company incorporates by reference herein contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 (set forth in Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Exchange Act). Also, documents the Company subsequently files with the SEC and incorporates by reference may contain forward-looking statements. These forward-looking statements include, among others, statements about the expected benefits of the Merger, the expected timing and completion of the Merger and the future business, performance and opportunities of the Company. Forward-looking statements involve numerous risks and uncertainties, and you should not rely on them as predictions of future events. Forward-looking statements depend on assumptions, data or methods which may be incorrect or imprecise, and the Company may not be able to realize them. The Company does not guarantee that the transactions and events described will happen as described (or that they will happen at all). Forward-looking statements generally can be identified by the use of words such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “plan,” “foresee,” “looking ahead,” “is confident,” “should,” “will,” “predicted,” “likely,” or similar words or phrases intended to identify information that is not historical in nature. Forward-looking statements are based on expectations, forecasts and assumptions that involve risks and uncertainties that could cause actual outcomes and results to differ materially. These risks and uncertainties include, without limitation:

While forward-looking statements reflect the Company’s good faith beliefs, they are not guarantees of future performance. The Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law. For a further discussion of these and other factors that could impact the Company’s future results, performance or transactions, see the sections entitled “Risk Factors” included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, and the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2026, and the Company’s other filings with the SEC, including any subsequent reports on Form 10-Q and Current Reports on Form 8-K.

PROPOSAL 1

MERGER PROPOSAL

The Company is asking its shareholders to vote on the Merger Proposal to approve the Merger and the other transactions contemplated by the Merger Agreement.

For detailed information regarding the Merger Proposal, see the information about the Merger, the Merger Agreement and the other transactions contemplated thereby throughout this proxy statement, including the information set forth in the sections of this proxy statement captioned “The Merger” and “The Merger Agreement.” A copy of the Merger Agreement is attached as Annex A to this proxy statement.

Approval of the Merger Proposal requires the affirmative vote of the holders of Company Common Shares entitled to cast a majority of all the votes entitled to be cast at the Special Meeting on the Merger Proposal. If you properly authorize your proxy by mail, by telephone or through the Internet, but do not indicate instructions to vote your shares “FOR,” “AGAINST” or “ABSTAIN” on this Proposal 1, your shares will be voted in accordance with the recommendation of the Board, which is “FOR” this Proposal 1. Because the required vote for the Merger Proposal is based on the number of votes the Company’s shareholders are entitled to cast rather than on the number of votes cast, if you abstain from voting, fail to authorize a proxy to vote your shares, fail to personally vote at the Special Meeting, or fail to instruct your broker, bank or other nominee on how to vote, such abstention or failure to vote will have the same effect as voting “AGAINST” the Merger Proposal.

Shareholder approval of the Merger Proposal is a condition to the completion of the Merger and the other transactions contemplated by the Merger Agreement. In the event the Merger Proposal does not receive shareholder approval, the Merger and the other transactions contemplated by the Merger Agreement cannot be completed.

Recommendation of Our Board

THE BOARD RECOMMENDS THAT THE COMPANY’S SHAREHOLDERS VOTE “FOR” THE MERGER PROPOSAL.

PROPOSAL 2

ADVISORY MERGER-RELATED COMPENSATION PROPOSAL

Under the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and Rule 14a-21(c) under the Exchange Act, the Company is required to submit the Advisory Merger-Related Compensation Proposal to our shareholders to approve, on an advisory, non-binding basis, the “golden parachute” compensation payments that will or may be made by the Company and its subsidiaries to its named executive officers that are based on or otherwise relate to the Merger. This proposal, commonly known as a “say on golden parachute” proposal, gives shareholders the opportunity to vote on an advisory, non-binding basis on the “golden parachute” compensation payments that will or may be paid by the Company and its subsidiaries to its named executive officers that are based on or otherwise relate to the Merger. Information intended to comply with Item 402(t) of Regulation S-K concerning this compensation, subject to certain assumptions described therein, is presented in the section of this proxy statement captioned “The Merger-Interests of the Company’s Trustees and Executive Officers in the Merger.”

The Company is asking its shareholders to vote “FOR” the following resolution:

“RESOLVED, that LXP Industrial Trust shareholders approve, on a non-binding, advisory basis, the compensation that may be paid or become payable to the named executive officers of LXP Industrial Trust that is based on or otherwise relates to the Merger, as disclosed pursuant to Item 402(t) of Regulation S-K under the heading “The Merger-Interests of the Company’s Trustees and Executive Officers in the Merger”.”

Approval and adoption of the above resolution, on a non-binding, advisory basis, requires the affirmative vote of a majority of the votes cast on the Advisory Merger-Related Compensation Proposal. If you properly authorize your proxy by mail, by telephone or through the Internet, but do not indicate instructions to vote your shares “FOR,” “AGAINST” or “ABSTAIN” on this Proposal 2, your shares will be voted in accordance with the recommendation of the Board, which is “FOR” this Proposal 2. If you abstain from voting, fail to authorize a proxy to vote your shares, fail to personally vote at the Special Meeting, or fail to instruct your broker, bank or other nominee on how to vote, such abstention or failure to vote will have no effect on the outcome of the Advisory Merger-Related Compensation Proposal (assuming a quorum is present).

Shareholder approval of the Advisory Merger-Related Compensation Proposal is not a condition to the completion of the Merger and the other transactions contemplated by the Merger Agreement. The vote on the Advisory Merger-Related Compensation Proposal is a vote separate and apart from the vote on the Merger Proposal. Accordingly, you may vote to approve the Merger Proposal and vote against or abstain with respect to the Advisory Merger-Related Compensation Proposal and vice versa. Because the vote on the Advisory Merger-Related Compensation Proposal is advisory only, it will not be binding on either the Company or Parent or their respective affiliates. Accordingly, if the Merger Proposal is approved and the Merger is completed, the compensation that is contractually required to be paid will or may be paid, subject only to the conditions applicable thereto, regardless of the outcome of the non-binding, advisory vote of the Company’s shareholders on the Advisory Merger-Related Compensation Proposal.

Recommendation of Our Board

THE BOARD RECOMMENDS THAT THE COMPANY’S SHAREHOLDERS VOTE “FOR” THE ADVISORY MERGER-RELATED COMPENSATION PROPOSAL.

PROPOSAL 3

ADJOURNMENT PROPOSAL

The Company is asking its shareholders to vote on the Adjournment Proposal to approve any adjournments of the Special Meeting for the purpose of soliciting additional proxies if there are not sufficient votes at the Special Meeting to approve the Merger Proposal.

Approval of the Adjournment Proposal requires the affirmative vote of a majority of the votes cast on the Adjournment Proposal. If you properly authorize your proxy by mail, by telephone or through the Internet, but do not indicate instructions to vote your shares “FOR,” “AGAINST” or “ABSTAIN” on this Proposal 3, your shares will be voted in accordance with the recommendation of the Board, which is “FOR” this Proposal 3. If you abstain from voting, fail to authorize a proxy to vote your shares, fail to personally vote at the Special Meeting, or fail to instruct your broker, bank or other nominee on how to vote, such abstention or failure to vote will have no effect on the outcome of the Adjournment Proposal (assuming a quorum is present).

Shareholder approval of the Adjournment Proposal is not a condition to the completion of the Merger and the other transactions contemplated by the Merger Agreement.

Recommendation of Our Board

THE BOARD RECOMMENDS THAT THE COMPANY’S SHAREHOLDERS VOTE “FOR” THE ADJOURNMENT PROPOSAL.

THE PARTIES TO THE MERGER

LXP Industrial Trust
515 N. Flagler Drive, Suite 408
West Palm Beach, FL 33401
(212) 692-7200

LXP Industrial Trust (the “Company,” “LXP,” “we,” “us” or “our”) is a Maryland real estate investment trust focused on Class A warehouse and distribution investments in 12 target markets across the Sunbelt and Midwest. LXP seeks to expand its warehouse and distribution portfolio through acquisitions, build-to-suit transactions, sale-leaseback transactions, development projects and other transactions.

As of June 30, 2026, the Company had ownership interests in approximately 109 consolidated real estate properties, located in 14 states. The properties in which the Company has an interest are primarily net leased to tenants in various industries.

The Company’s corporate headquarters is located in West Palm Beach, Florida. The Company’s website is www.lxp.com. The information found on, or otherwise accessible through, the Company’s website is not incorporated into, and does not form a part of, this proxy statement or any other report or document the Company files with or furnishes to the U.S. Securities and Exchange Commission (“SEC”). The common shares of beneficial interest, par value $0.0001 per share, of the Company (each, a “Company Common Share”), are listed on the New York Stock Exchange (“NYSE”) under the ticker symbol “LXP.” The Company Series C Preferred Shares are listed on the NYSE under the ticker symbol “LXPPRC.” For additional information about the Company and the Company’s business, please refer to the section of this proxy statement captioned “Where You Can Find Additional Information.”

Leopard REIT LLC
Leopard Merger Sub LLC
c/o Brookfield Property Group LLC

Brookfield Place, 225 Liberty Street, 8th Floor

New York, NY 10281-1048
(212) 417-7000

Leopard REIT LLC, a Delaware limited liability company, is jointly owned by affiliates of Brookfield Asset Management Ltd. (“Brookfield”) and Canada Pension Plan Investment Board (“CPPIB” and together with Brookfield, the “Sponsors”) and was formed solely for the purpose of acquiring the Company. Leopard Merger Sub LLC, a Maryland limited liability company (“Merger Sub”), is a wholly owned indirect subsidiary of Parent and was formed solely for the purpose of facilitating Parent’s acquisition of the Company. Neither Parent nor Merger Sub has carried on any activities to date, except for activities incidental to formation and activities undertaken in connection with the transactions contemplated by the Merger Agreement. Parent and Merger Sub are at times referred to in this proxy statement together, as the “Parent Parties.”

THE SPECIAL MEETING

Date, Time and Purpose of the Special Meeting

Your proxy is solicited on behalf of the Board for exercise at the Special Meeting to be held on            , 2026, at            , Eastern Time, virtually at            , or at any postponement or adjournment thereof, for the purposes discussed in this proxy statement and in the accompanying Notice of Special Meeting. Proxies are solicited to give all record holders of Company Common Shares an opportunity to vote on matters properly presented at the Special Meeting.

The purpose of the Special Meeting is for you to consider and vote on the following matters:

Pursuant to the Bylaws, only the matters set forth in the Notice of Special Meeting may be brought before the Special Meeting. The affirmative vote of the holders of Company Common Shares entitled to cast a majority of all the votes entitled to be cast at the Special Meeting on the Merger Proposal is required to approve the Merger Proposal and for the Merger to occur. A copy of the Merger Agreement is attached as Annex A to this proxy statement, which the Company encourages you to read carefully in its entirety.

Attending the Meeting

The Special Meeting will be a completely virtual meeting of shareholders, which will be conducted exclusively by webcast. No physical meeting will be held. You will be able to attend the Special Meeting online by visiting                . You will be able to vote your shares online by attending the Special Meeting by webcast if you are a shareholder of record or obtain a legal proxy from your bank, broker or other nominee.

To participate in the Special Meeting, you will need to review the information included on your proxy card or the instructions that accompanied your proxy materials. You will need to enter your control number printed on your proxy card to participate in the Special Meeting.

The Special Meeting will begin promptly at                 , Eastern Time. You are encouraged to access the meeting prior to the start time. If you encounter any difficulties accessing the meeting during the check-in or meeting time, please call the technical support number that will be posted on the virtual meeting platform at             .

Record Date, Notice and Quorum

Record holders of outstanding Company Common Shares as of the close of business on                 , 2026, the Record Date for the Special Meeting, are entitled to vote at the Special Meeting on all matters to be voted upon. Holders of Company Series C Preferred Shares as of the Record Date are only entitled to receive notice of the Special Meeting, but are not entitled to vote at the Special Meeting. As of the Record Date, there were              Company Common Shares outstanding. On each matter presented to the Company’s shareholders for vote at the Special Meeting, the holders of Company Common Shares are entitled to one vote per share held as of the Record Date.

A quorum will be established for purposes of the Special Meeting if shareholders entitled to cast a majority of all the votes entitled to be cast at the Special Meeting on any matter are present, either virtually or by proxy.

Required Vote

Completion of the Merger requires approval of the Merger Proposal by the affirmative vote of the holders of Company Common Shares entitled to cast a majority of all the votes entitled to be cast at the Special Meeting on the Merger Proposal. Each shareholder is entitled to cast one vote on each matter presented at the Special Meeting for each Company Common Share owned by such shareholder on the Record Date. Because the required vote for the Merger Proposal is based on the number of votes holders of Company Common Shares are entitled to cast rather than on the number of votes cast, if you fail to authorize a proxy to vote your shares or fail to vote online during the virtual Special Meeting, or fail to instruct your broker on how to vote, such failure will have the same effect as voting “AGAINST” the Merger Proposal. Abstentions will have the same effect as a vote “AGAINST” the Merger Proposal.

The approval of the Advisory Merger-Related Compensation Proposal and the approval of the Adjournment Proposal each requires the affirmative vote of a majority of the votes cast on such proposal. Approval of either or both of these proposals is not a condition to completion of the Merger. For the purpose of each of these proposals, if you fail to authorize a proxy to vote your shares, fail to personally vote at the Special Meeting, or fail to instruct your broker on how to vote, it will not have any effect on the outcome of such proposals, assuming a quorum is otherwise present at the meeting. Abstentions, while present for purposes of determining presence of a quorum, are not considered votes cast and therefore will have no other effect on the outcome of these two proposals.

In order for your Company Common Shares to be voted, if you are a shareholder of record, you must either return the enclosed proxy card, authorize your proxy or voting instructions by telephone or through the Internet or personally vote at the Special Meeting.

The vote of the holders of Company Series C Preferred Shares is not required to approve any of the proposals at the Special Meeting and is not being solicited.

As of the Record Date, the Company’s trustees and executive officers beneficially owned and are entitled to vote an aggregate of approximately                        of the outstanding Company Common Shares, entitling them to exercise approximately                 % of the voting power of Company Common Shares entitled to vote at the Special Meeting.

Votes cast by proxy or virtually at the Special Meeting will be counted by the person appointed by the Board to act as inspector of election for the Special Meeting. The inspector of election will also determine the number of Company Common Shares represented at the Special Meeting, virtually or by proxy.

Solicitation of Proxies

The Board is soliciting proxies for the Special Meeting from the Company’s shareholders. The Company will bear the entire cost of soliciting proxies from its shareholders. The Company has retained the services of Georgeson to assist with the solicitation of proxies in connection with the Special Meeting, and it will pay Georgeson $27,500, as well as certain additional per-service fees and reimbursement of reasonable fees and expenses for these services. In addition to the solicitation of proxies by delivery of the proxy statement by mail, the Company will request that brokers, banks and other nominees that hold Company Common Shares, which are beneficially owned by its shareholders, send proxies and proxy materials to those beneficial owners and secure those beneficial owners’ voting instructions. The Company may also use several of its regular employees, who will not be specially compensated, to solicit proxies from its shareholders, either personally or by telephone, Internet, facsimile or special delivery letter.

Voting of Shares

You may vote by attending the Special Meeting and voting in person via webcast, or you may vote by authorizing a proxy to vote on your behalf. The method of voting by proxy differs for shares held as a record holder and shares held in “street name.” If you hold your Company Common Shares as a record holder and you are reviewing a paper copy of this proxy statement, you may authorize a proxy to vote your shares by completing, dating and signing the proxy card that was included with the proxy statement and promptly returning it, or by submitting a proxy over the Internet or by telephone by following the instructions on the proxy card.

If you hold your Company Common Shares in “street name,” which means your shares are held of record by a broker, bank or other nominee, you will receive a notice from your broker, bank or other nominee that includes instructions on how to vote your shares. Your broker, bank or other nominee will allow you to deliver your voting instructions over the Internet and may also permit you to authorize your vote by telephone. In addition, you may request paper copies of the proxy statement and proxy card from your broker, bank or other nominee by following the instructions on the notice provided by your broker, bank or other nominee.

All of the proposals in this proxy statement are non-routine matters, so brokers, banks and other nominees will not have authority to vote on any proposals unless instructed, and the Company does not expect there to be any broker non-votes at the Special Meeting. A broker non-vote occurs when shares held by a bank, broker, trust or other nominee are represented at a meeting, but the bank, broker, trust or other nominee has not received voting instructions from the beneficial owner and does not have the discretion to direct the voting of the shares on a particular proposal but has discretionary voting power on other proposals at such meeting. Accordingly, if you own Company Common Shares through a broker, bank or other nominee (i.e., in “street name”), you must provide voting instructions in accordance with the instructions on the voting instruction card that your broker, bank or other nominee provides to you, as brokers, banks and other nominees do not have discretionary voting authority with respect to any of the three proposals described in this proxy statement. You should instruct your broker, bank or other nominee as to how to vote your Company Common Shares following the directions contained in such voting instruction card. If you have not received such voting instructions or require further information regarding such voting instructions, contact your broker, bank or other nominee who can give you directions on how to vote your Company Common Shares. If you hold your Company Common Shares through a broker, bank or other nominee and wish to personally vote at the Special Meeting, you must obtain a “legal proxy,” executed in your favor, from the broker, bank or other nominee (which may take several days). Because the Merger Proposal requires the affirmative vote of the holders of Company Common Shares entitled to cast a majority of all the votes entitled to be cast at the Special Meeting on the Merger Proposal, the failure to provide your bank, broker, trust or other nominee with voting instructions will have the same effect as a vote “AGAINST” the Merger Proposal. Because the approval of each of (i) the Advisory Merger-Related Compensation Proposal and (ii) the Adjournment Proposal requires the affirmative vote of a majority of the votes cast on such proposal, and because your bank, broker or other nominee does not have discretionary authority to vote on either proposal, the failure to provide your bank, broker, trust or other nominee with voting instructions will have no effect on approval of either proposal, assuming a quorum is otherwise present.

If you authorize a proxy to vote your shares through the Internet, you should be aware that you may incur costs to access the Internet, such as usage charges from telephone companies or Internet service providers and that these costs must be borne by you. If you authorize a proxy to vote your shares by Internet or telephone, then you need not return a written proxy card by mail.

YOUR VOTE IS VERY IMPORTANT. Regardless of whether you plan to attend the Special Meeting, the Company requests that you authorize a proxy for your Company Common Shares as described above as promptly as possible. If you properly give your proxy and submit it to the Company in time to vote, one of the individuals named as your proxy will vote your shares as described below.

All shares entitled to vote and represented by properly submitted proxies (including those submitted electronically, telephonically and in writing) received before the polls are closed at the Special Meeting, and not revoked or superseded, will be voted at the Special Meeting in accordance with the instructions indicated on those proxies. If no direction is indicated on a proxy, your shares will be voted as follows: “FOR” the Merger Proposal, as described in this proxy statement, “FOR” the Advisory Merger-Related Compensation Proposal, and “FOR” the Adjournment Proposal. This proxy gives each of T. Wilson Eglin and Joseph S. Bonventre discretionary authority to vote your shares in accordance with his discretion with respect to all additional matters that might come before the Special Meeting.

Proxies and Revocation

If you authorize a proxy, your Company Common Shares will be voted at the Special Meeting as you indicate on your proxy. If no instructions are indicated when you authorize your proxy, your Company Common Shares will be voted in accordance with the recommendations of the Board. The Board recommends that you vote “FOR” the Merger Proposal, “FOR” the Advisory Merger-Related Compensation Proposal and “FOR” the Adjournment Proposal.

If you are a shareholder of record, you may revoke your proxy at any time before your proxy is voted at the Special Meeting by taking any of the following actions:

Written notices of revocation and other communications with respect to the revocation of proxies should be addressed to:

LXP Industrial Trust
515 N. Flagler Drive, Suite 408
West Palm Beach, Florida 33401

If your shares are held in “street name,” you may change your vote by submitting new voting instructions to your broker, bank or other nominee. You must contact your broker, bank or other nominee to find out how to do so. See above regarding how to personally vote at the Special Meeting if your shares are held in “street name.”

Pursuant to the Bylaws, only the matters set forth in the Notice of Special Meeting may be brought before the Special Meeting.

Availability of Proxy Materials for the Special Meeting

The Company’s proxy materials, including this proxy statement and the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, are available online at the Company’s website at www.lxp.com. You are encouraged to access and review all of the important information contained in the proxy materials before voting.

Adjournments and Postponements

Although it is not currently expected, the Special Meeting may be adjourned for the purpose of soliciting additional proxies if the holders of a sufficient number of Company Common Shares are not present at the Special Meeting, virtually or by proxy, to constitute a quorum or if the Company believes it is reasonably likely that the Merger Proposal will not be approved at the Special Meeting when convened on                        , 2026, or when convened or reconvened following any postponement or adjournment. Pursuant to the Company’s Bylaws, the Board, without any action by our shareholders, may adjourn the Special Meeting (whether or not a quorum is present) to a later date and time and at a place announced at the Special Meeting. The adjourned meeting may take place without further notice other than by an announcement made at the Special Meeting unless the adjournment is for more than 120 days after the original record date or if, after the adjournment, a new record date is fixed for the adjourned meeting, in which case a notice of the adjourned meeting will be given to each shareholder of record entitled to vote at the Special Meeting (subject to certain restrictions in the Merger Agreement, including that the Company will consult with Parent in advance of such adjournment).

In addition, at any time prior to convening the Special Meeting, the Company may postpone the Special Meeting for any reason without the approval of its shareholders to a date not more than 120 days after the original record date without setting a new record date (subject to the restrictions in the Merger Agreement described above).

Voting at the Special Meeting

If you plan to attend the virtual Special Meeting and wish to vote online, you will need the control number included on your proxy card or on the instructions that accompany your proxy materials. Please note that if your shares are held in “street name,” which means your shares are held of record by a broker, bank or other nominee, and you wish to vote at the virtual Special Meeting, you must have a legal proxy from the record holder of the shares, which is the broker, bank or other nominee, authorizing you to vote at the Special Meeting.

THE MERGER

General Description of the Merger

Pursuant to the Merger Agreement and in accordance with the MRL and the MLLCA, at the Effective Time, the Company will be merged with and into Merger Sub, with Merger Sub surviving the Merger.

Background of the Merger

The following chronology summarizes the key meetings and events that led to the signing of the Merger Agreement. The following chronology does not purport to catalogue every conversation and correspondence among representatives of the Company, potential buyers and their respective affiliates or advisors. All dates and times referred to in the following chronology are Eastern Time unless otherwise indicated.

In the ordinary course of business, the Board and Company management regularly evaluate a range of financial and strategic opportunities aimed at enhancing shareholder value. In connection with these evaluations, the Board and Company management have regularly considered options that could inform the Company’s long-term strategies, such as raising capital, potential acquisitions or other investments in industrial assets, disposing of certain Company assets, pursuing joint ventures, and exploring other transactions that could complement or expand the Company’s operations on a stand-alone basis or otherwise. The Company also routinely engages in ordinary course discussions with significant investors and market participants concerning publicly available information about the Company, including the Company’s business and future plans.

During April 2024, T. Wilson Eglin, Chairman, Chief Executive Officer and President of the Company, discussed with representatives of BofA Securities exploring a potential transaction in which an institutional investor would acquire an interest in a portfolio of Company properties and make a corresponding investment in the Company Common Shares to provide capital to fund external growth. BofA Securities subsequently discussed the potential transaction with Brookfield, which had expressed interest in the opportunity, and Brookfield was provided with publicly available information regarding a portfolio of properties identified by the Company. During the same period, Party A contacted the Company regarding a potential acquisition of a specific portfolio of Company properties and was provided with publicly available information relating to certain Company properties.

In May 2024, the Company continued discussions with Brookfield and Party A. On May 22, 2024, at the Company’s regularly scheduled quarterly Board meeting, Company management provided the Board with an update regarding those discussions.

On June 29, 2024, Brookfield informed BofA Securities that it was not interested in pursuing the transaction proposed by the Company, but indicated that it would continue to evaluate the Company’s publicly available information and consider the potential acquisition of a different portfolio of Company properties. Brookfield also indicated that it may be interested in making an investment in Company Common Shares in connection with any portfolio transaction.

On July 1, 2024, a financial advisory firm contacted Mr. Eglin regarding a potential introduction to Party B to discuss a potential programmatic joint venture and a corresponding investment in the Company Common Shares.

On July 10, 2024, Brookfield provided the Company with a list of 30 Company properties it was interested in acquiring. In response, the Company provided Brookfield with publicly available information regarding those properties.

On July 16, 2024, Company management provided the Board with an update regarding the Company’s ongoing discussions with Brookfield and Party A as well as the potential introduction to Party B.

Following further discussions, on July 17, 2024, BofA Securities, at the direction of Company management, advised a representative of Brookfield that the Company was not interested in selling all of the properties identified by Brookfield, and the discussions ceased.

On October 9, 2024, a financial advisory firm, on behalf of the Company, met with representatives of Party B to discuss, on a preliminary basis, a potential programmatic joint venture involving the Company’s development projects and a corresponding investment in the Company Common Shares. Following those discussions, on October 16, 2024, at the direction of Company management, the financial advisory firm delivered to Party B a draft non-binding term sheet setting forth proposed terms for a potential transaction.

On November 7, 2024, Party B submitted questions regarding the draft term sheet. Company management and the financial advisory firm discussed those questions, and on November 14, 2024, the financial advisory firm, on behalf of the Company, provided responses to Party B.

On December 4, 2024, the financial advisory firm informed the Company that, following discussions with representatives of Party B, Party B was not prepared to move forward with the proposed transaction at that time.

On March 18, 2025, a representative of Brookfield contacted Mr. Eglin to request a discussion, and the parties subsequently spoke on March 22, 2025 regarding potential strategic alternatives, including the acquisition of the Company by Brookfield. Following that discussion, Mr. Eglin provided updates to certain members of the Board, including the lead independent trustee, regarding the conversation.

On March 25, 2025, at the quarterly meeting of the Board, the Board, together with a representative of HLC, its outside legal counsel, discussed the recent communications with Brookfield and the potential strategic alternatives that had been discussed, including the potential acquisition of the Company by Brookfield.

On March 27, 2025, Mr. Eglin and a representative of Brookfield continued discussions regarding a potential transaction involving the Company and entering into a non-disclosure agreement in connection therewith.

Later on March 27, 2025, a representative of the Company sent representatives of Brookfield a draft non-disclosure agreement, which did not restrict the Company from engaging in discussions with other parties regarding a strategic transaction. Following negotiations regarding, among other things, the length of the standstill period, on April 8, 2025, the Company and Brookfield executed the non-disclosure agreement (the “Brookfield NDA”). Following the execution of the Brookfield NDA, Company management began preparing information to be made available to Brookfield in a virtual data room in connection with its evaluation of a potential transaction.

On May 9, 2025, the Company began providing Brookfield with certain non-public information for its evaluation of a potential transaction. Thereafter, representatives of the Company and Brookfield engaged in periodic discussions regarding Brookfield’s review of such information and its ongoing evaluation of the Company.

On May 22, 2025, a representative of the financial advisory firm informed Mr. Eglin that Party B had renewed its interest in a potential programmatic joint venture.

On May 27, 2025, at the Company’s quarterly Board meeting, Mr. Eglin provided the Board with an update regarding the Company’s ongoing discussions with Brookfield and Party B.

On June 12, 2025, Mr. Eglin participated in a discussion with representatives of the financial advisory firm and Party B regarding several potential transaction structures, including a programmatic joint venture and a transaction involving certain leased-land assets owned by the Company. Following the discussion, the Company provided Party B with publicly available information regarding those leased-land assets for its evaluation. During the same period, Company management, representatives of the financial advisory firm and Party B also discussed a potential manufacturing real estate joint venture. Thereafter, discussions between the Company and Party B did not progress further.

On July 9, 2025, following Brookfield’s review of the information made available in the data room and discussions between representatives of Brookfield and the Company regarding such materials, a representative of Brookfield informed Mr. Eglin that Brookfield’s preliminary indication of value in connection with a potential acquisition of the Company by Brookfield was $50.00 per Company Common Share in cash (the “July 9 Proposal”). Following that discussion, on July 10, 2025, Mr. Eglin updated the lead independent trustee and another independent trustee regarding the July 9 Proposal. After considering the preliminary value relative to the Company’s then-current trading price, Mr. Eglin and the lead independent trustee determined that a special Board meeting was not necessary at that time and that a Board meeting would be convened on July 29, 2025, when the Audit Committee of the Board was already scheduled to meet. On July 9, 2025, the closing share price of the Company Common Shares was $41.70.

On July 29, 2025, the Board, together with a representative of HLC, reviewed and discussed the July 9 Proposal. Following such discussion, the Board determined that the consideration proposed by the July 9 Proposal did not reflect adequate value for the Company and its shareholders and declined to make a counterproposal to Brookfield at that time. Following the meeting, Mr. Eglin communicated the Board’s position to a representative of Brookfield.

On October 16, 2025, the Brookfield representative informed Mr. Eglin that, in light of the announcement of the sale of the Company’s vacant development projects, Brookfield was willing to increase its preliminary indication of value in connection with a potential acquisition of the Company by Brookfield to $55.00 per Company Common Share in cash (the “October 16 Proposal”). On October 16, 2025, the closing share price of the Company Common Shares was $46.65.

Following the discussion, on October 20, 2025, Mr. Eglin spoke with the lead independent trustee regarding the October 16 Proposal, and on October 23, 2025, Mr. Eglin spoke with another independent trustee regarding the October 16 Proposal. Following those discussions, on October 29, 2025, Mr. Eglin informed a representative of Brookfield that the Company was not interested in pursuing a transaction at the proposed price.

On November 20, 2025, a representative of Brookfield provided Mr. Eglin with materials relating to a potential alternative joint venture investment and expressed an interest in further discussions regarding a potential transaction involving the Company. The materials were reviewed by members of Company management and subsequently discussed by Mr. Eglin with each member of the Board.

At the quarterly meeting of the Board on December 3, 2025, Mr. Eglin updated the Board on discussions with Brookfield, including a planned meeting between representatives of the Company and Brookfield that had been scheduled for December 5, 2025, to discuss Brookfield’s interest in a potential acquisition of the Company.

On December 5, 2025, representatives of the Company met with representatives of Brookfield to discuss Brookfield’s interest in a potential acquisition of the Company, including discussion of certain of the Company’s key assets and target markets. Following the meeting, representatives of Brookfield requested additional diligence information, including information regarding each of the Company’s target markets. Between December 2025 and February 2026, the Company furnished additional information requested by Brookfield and responded to Brookfield’s follow-up diligence inquiries.

On February 10, 2026, a representative of Brookfield requested a meeting with representatives of the Company to discuss the market information previously provided by the Company. On February 18, 2026, representatives of the Company and Brookfield met and discussed such market information. Following the meeting, Brookfield requested additional information, which the Company provided between February 18, 2026 and February 27, 2026.

On March 18, 2026, Mr. Eglin met with a representative of Brookfield, who advised Mr. Eglin that Brookfield was again proposing a potential acquisition of the Company by Brookfield and had increased its preliminary indication of value in connection with such acquisition of the Company to $56.00 per Company Common Share in cash (the “March 18 Proposal”). Following the meeting, on March 18, 2026, Mr. Eglin spoke with the lead independent trustee and another independent trustee regarding the March 18 Proposal. On March 20, 2026, the March 18 Proposal was further discussed at meetings of each of the Compensation Committee and the Nominating and Corporate Governance Committee. On March 18, 2026, the closing share price of the Company Common Shares was $48.71.

At the quarterly meeting of the Board on March 26, 2026, the Board discussed the March 18 Proposal. Following discussion, the Board requested that separate meetings be scheduled between the Board and each of BofA Securities and J.P. Morgan Securities LLC (“J.P. Morgan”) to discuss the March 18 Proposal and other strategic considerations, including the relative benefits and considerations of the Company continuing to execute its strategic plan. Later that day, Mr. Eglin contacted representatives of BofA Securities and representatives of J.P. Morgan to arrange the meetings with the Board. Mr. Eglin also informed a representative of Brookfield of the Board’s discussion and the Board’s desire to meet with financial advisors. On March 31, 2026, the Brookfield NDA was amended to extend its term, including with respect to the non-disclosure, non-solicitation and standstill provisions. Brookfield also requested, and on April 3, 2026, the Company provided its consent, to discuss the potential transaction and the Company’s information with certain potential co-investors, including CPPIB.

Following the March 26, 2026 meeting of the Board, the March 18 Proposal and related information was provided to representatives of BofA Securities and J.P. Morgan. Thereafter, meetings between the Board and representatives of BofA Securities and J.P. Morgan were scheduled for April 14, 2026 to discuss the March 18 Proposal and other strategic considerations.

On April 14, 2026, the Board held separate meetings with representatives of BofA Securities and representatives of J.P. Morgan. Representatives of HLC attended each meeting and reviewed with the Board the duties of the trustees and certain applicable requirements under Maryland law. Prior to the meetings, presentation materials prepared by each of BofA Securities and J.P. Morgan were made available to the Board. In the presentations, representatives of BofA Securities and J.P. Morgan each discussed with the Board certain topics, including current market conditions, the considerations and potential benefits of the Company’s strategic plan, various valuation analyses, including based on financial metrics, performance of REITs generally in the market, recent REIT M&A activity, share trading prices and NAV estimates, and strategic alternatives available to the Company, including the continued execution of its strategic plan, one or more joint ventures or a sale of the Company. Representatives of each of BofA Securities and J.P. Morgan also reviewed the March 18 Parent Proposal, including various financial analyses of the proposal and precedent transaction analyses. The Board discussed with representatives of each of BofA Securities and J.P. Morgan the advantages and considerations associated with various transaction process alternatives, including exclusive engagement with Brookfield, a targeted market check involving a limited number of potential bidders and a broader market outreach process. Representatives of each of BofA Securities and J.P. Morgan reviewed other parties that might be interested in acquiring the Company. The Board then engaged in a discussion regarding the appropriate response to the March 18 Proposal. Following this discussion, the Board authorized Mr. Eglin to communicate to Brookfield that the consideration set forth in the March 18 Parent Proposal was not adequate, but that the Board would consider engaging in further discussions on an exclusive basis if the proposed indication of value was increased to at least $60.00 per Company Common Share.

On April 16, 2026, Mr. Eglin spoke with a representative of Brookfield and conveyed that the March 18 Proposal was not acceptable to the Board. Mr. Eglin encouraged Brookfield to consider submitting an indication of value of at least $60.00 per Company Common Share. The Brookfield representative indicated that Brookfield would discuss with CPPIB and expected to revert to Mr. Eglin during the following week with a revised indication of value.

On April 27, 2026, a representative of Brookfield contacted Mr. Eglin and communicated a revised indication of value in connection with a potential acquisition of the Company by Brookfield of $57.25 per Company Common Share.

On May 4, 2026, Brookfield and CPPIB submitted a written non-binding proposal for an acquisition of the Company by a joint venture between the Sponsors providing for consideration of $57.25 per Company Common Share in cash (the “May 4 Non-Binding Parent Proposal”). The May 4 Non-Binding Parent Proposal provided that no further dividends would be paid to the Company’s shareholders and that the transaction would not be subject to a financing contingency, and proposed a 45-day exclusivity period. On May 4, 2026, the closing share price of the Company Common Shares was $50.62.

At a regularly scheduled meeting of the Board on May 19, 2026, the Board met with representatives of BofA Securities to discuss the May 4 Non-Binding Parent Proposal and related matters, and the Board determined that the transaction consideration proposed in the May 4 Non-Binding Parent Proposal was not adequate.

On May 20, 2026, Mr. Eglin met with a representative of Brookfield and indicated that May 4 Non-Binding Parent Proposal was not sufficient. Mr. Eglin also advised the representative of Brookfield that the Company would provide the Sponsors with an updated presentation regarding the Company’s business and recent developments to assist the Sponsors in their evaluation of the Company, which was subsequently provided on May 29, 2026.

On June 1, 2026, Mr. Eglin spoke by telephone with a representative of Brookfield and indicated that any proposal would need to provide for consideration of at least $60.00 per Company Common Share in order to be considered by the Board.

On June 6, 2026, Brookfield and CPPIB submitted a revised written non-binding proposal for an acquisition of the Company by a joint venture between the Sponsors providing for consideration of $60.00 per Company Common Share in cash (the “June 6 Revised Written Non-Binding Parent Proposal”). The June 6 Revised Written Non-Binding Parent Proposal provided that no further dividends would be paid to the Company’s shareholders, that the definitive agreement would contain a customary no-shop provision and market termination fees, and that the transaction would not be subject to a financing contingency, and proposed a 45-day exclusivity period. On June 5, 2026, the closing share price of the Company Common Shares was $52.21.

On June 8, 2026, the Board met with representatives of BofA Securities and HLC to discuss the June 6 Revised Written Non-Binding Parent Proposal. Mr. Eglin provided his assessment of the proposal. Representatives of BofA Securities then presented an updated financial and strategic review of the June 6 Revised Written Non-Binding Parent Proposal, including a preliminary valuation summary. Members of the Board discussed the proposal with representatives of BofA Securities, HLC and Company management and asked questions regarding, among other things, the treatment of dividends during the interim period, financing certainty, the identity of the proposed acquisition vehicle, the potential inclusion of a go-shop, window-shop or no-shop provision, and the structure of related termination fees. Following the departure of the representatives of BofA Securities, representatives of HLC reviewed with the Board the duties of the trustees and certain applicable requirements under Maryland law. The Board then further discussed the June 6 Revised Written Non-Binding Parent Proposal and the potential path forward, including the treatment of the dividend, the exclusivity arrangement and the need for a go-shop provision in any definitive agreement with a two-tier termination fee. Following this discussion, the Board directed Company management and its advisors to communicate to Parent that they would support entering into an exclusivity agreement based on the June 6 Revised Written Non-Binding Parent Proposal, but noted that the proposed immediate suspension of the dividend would not be acceptable.

Later on June 8, 2026, representatives of BofA Securities and representatives of Brookfield discussed the treatment of the dividends during the interim period. Following further discussion among representatives of the Company, representatives of BofA Securities and representatives of HLC, on June 8, 2026, a representative of BofA Securities proposed to representatives of Brookfield that the Company’s shareholders would receive a partial prorated dividend for the period between the Company’s most recent ex-dividend date prior to signing a merger agreement through the signing date.

On June 10, 2026, representatives of HLC delivered to outside counsel to the Sponsors, Gibson, Dunn & Crutcher LLP (“Gibson Dunn”), a draft of the exclusivity agreement and an access agreement.

Later on June 10, 2026, representatives of Brookfield communicated to representatives of BofA Securities that they would agree to permit the Company to pay a partial prorated dividend to the Company’s shareholders that would accrue from July 1, 2026 (the day after the record date of the preceding quarterly dividend) to the earlier of execution of a merger agreement and July 29, 2026. Following discussion among Company management, representatives of BofA Securities and representatives of HLC, BofA Securities communicated to representatives of Brookfield that the proposed treatment of the dividend was acceptable.

Between June 10, 2026 and June 14, 2026, representatives of HLC and Gibson Dunn negotiated the exclusivity agreement and access agreement to be entered into between the Company, on the one hand, and the Sponsors, on the other hand. Following those negotiations, on June 14, 2026, the Company and the Sponsors entered into (i) an exclusivity agreement providing for exclusivity through July 29, 2026 (the “Exclusivity Period”) and (ii) an access agreement pursuant to which the Sponsors were granted access to the Company’s properties to conduct certain inspections in connection with the proposed transaction. On June 12, 2026, the closing share price of the Company Common Shares was $53.04.

Between June 16, 2026 and July 2, 2026, representatives of Party C made multiple unsolicited approaches to the Company and its advisors regarding a potential acquisition of the Company. On each occasion, the Company (or its advisors, on the Company’s behalf) informed Party C that it was not in a position to engage at that time. At a Board meeting on July 2, 2026, the Board acknowledged that the Company could not engage with Party C during the Exclusivity Period.

Between June 16, 2026 and July 20, 2026, the Company opened the virtual data room to the Sponsors, which was populated with customary due diligence information and documentation. From June 16, 2026 through the execution of the Merger Agreement, Company management and its advisors engaged in extensive confirmatory due diligence with the Sponsors regarding the Company and the potential transaction, including attending calls and diligence meetings on topics including tax, financial, human resources, risk, transaction costs, and environmental and legal due diligence, providing responses to due diligence requests across such topic areas, facilitating and attending property visits. In support of the due diligence workstreams, Company management also regularly updated the virtual data room in response to supplemental due diligence requests from the Sponsors and their advisors, including Gibson Dunn.

On June 24, 2026, representatives of HLC delivered to representatives of Gibson Dunn an initial draft of the merger agreement, which provided for, among other things: (i) customary go-shop provisions providing for a 45-day go-shop period, subject to a 15-day extension period for certain parties from whom the Company received a competing proposal during the go-shop period (referred to herein as “excluded parties”); (ii)  a two-tiered Company termination fee, providing for a termination fee payable in connection with a Superior Proposal from an excluded party equal to 1% of the Company’s equity value with respect to excluded parties prior to the end of the extension period, and 2.5% otherwise, payable by the Company in certain customary instances, including upon termination for a change in recommendation or superior proposal; (iii) a Parent termination fee equal to 8% of the Company’s equity value, payable upon a material breach by Parent or Parent’s failure to close, or a termination at the outside date at a time when the Company was entitled to terminate for a material breach by Parent or Parent’s failure to close; (iv) the closing to occur three business days following shareholder approval, although Parent may elect to delay the closing for up to 14 days if it waives its right to assert claims arising from intervening events, including any Company material adverse effect, representation or covenant breaches, or failures of closing conditions; (v) customary specific performance rights, pursuant to which, subject to the satisfaction of specified conditions, the Company could seek equitable relief to enforce Parent’s obligations, including the funding of the equity financing and the consummation of the Merger; and (vi) the right of the Company to declare and pay a partial prorated dividend to the Company’s shareholders for the period between the Company’s most recent ex-dividend date prior to signing the Merger Agreement and the date of signing of the Merger Agreement.

On July 2, 2026, the Board held a meeting, with representatives of Company management, BofA Securities, J.P. Morgan and HLC attending. During the meeting, representatives of HLC reminded the trustees of their previously reviewed duties under Maryland law, as well as the terms of the exclusivity agreement. Mr. Eglin then provided the Board with an update on the status of negotiations during the Exclusivity Period with the Sponsors. Representatives of BofA Securities subsequently provided the Board with an update on: (i) the due diligence process to date, and other process-related matters; (ii) an illustrative overview of the go-shop process proposed in the draft merger agreement; (iii) a summary of the proposed termination fee package; (iv) key workstreams during the proposed go-shop period; (v) an illustrative post-announcement timeline; (vi) a preliminary list of potential go-shop outreach parties; and (vii) valuation materials regarding the Company’s share price performance since the commencement of the Exclusivity Period.

On July 2, 2026, representatives of Gibson Dunn sent representatives of HLC a revised draft of the merger agreement, which proposed, among other things: (i) a reduction in the duration of the go-shop period to 30 days with a 5-day extension period for excluded parties; (ii) an increase in the Company termination fee payable in connection with a Superior Proposal from an excluded party to 2% of the Company’s equity value with respect to excluded parties prior to the end of the extension period, and 4% under other circumstances; (iii) an increase in the Parent termination fee to 10% of the Company’s equity value, payable upon a material breach by Parent or Parent’s failure to close, or a termination at the outside date at a time when the Company was entitled to terminate for a material breach by Parent or Parent’s failure to close; (iv) providing for the Parent termination fee, plus applicable recovery costs, as the Company’s sole and exclusive monetary remedy for Parent’s failure to close (except to prevent breaches of the confidentiality and public-announcements covenants); (v) inclusion of an inside date, such that the closing may only occur after a specified date (unless waived by Parent), provided that all conditions to closing have been satisfied or validly waived; and (vi) expanded financing cooperation obligations for the Company.

On July 8, 2026, representatives of HLC sent representatives of Gibson Dunn a revised draft of the merger agreement, which proposed, among other things: (i) the go-shop period should remain 45 days, subject to a 15-day extension period for excluded parties; (ii) the Company termination fee payable in connection with a Superior Proposal from an excluded party should remain at 1% of the Company’s equity value with respect to excluded parties prior to the end of the extension period, and 2.5% under other circumstances; (iii) the Parent termination fee should remain equal to 8% of the Company’s equity value, payable upon a material breach by Parent or Parent’s failure to close, or a termination at the outside date at a time when the Company was entitled to terminate for a material breach by Parent or Parent’s failure to close; (iv) allowing Parent to defer closing for up to 14 days beyond the date on which all closing conditions were satisfied, provided that Parent waived its right to terminate the merger agreement or refuse to close based on any intervening Company material adverse effect, representation or covenant breach, or closing condition failure; and (v) reinstating the Company’s specific performance rights, pursuant to which, subject to the satisfaction of specified conditions, the Company could seek equitable relief to enforce Parent’s obligations, including the funding of the equity financing and the consummation of the Merger.

On July 10, 2026, representatives of Gibson Dunn sent representatives of HLC a revised draft of the merger agreement, which proposed, among other things: (i) a five-day extension period to the go-shop period for excluded parties; (ii) the Company termination fee payable in connection with a Superior Proposal from an excluded party should be 2% of the Company’s equity value with respect to excluded parties prior to the end of the extension period, and 3.5% thereafter; (iii) a reduction of the Parent termination fee to 7% of the Company’s equity value, payable upon a material breach by Parent or Parent’s failure to close, or a termination at the outside date at a time when the Company was entitled to terminate for a material breach by Parent or Parent’s failure to close; (iv) an elimination of the proposed inside date construct and instead a fixed closing date five business days following the satisfaction or waiver of the closing conditions; and (v) revisions to the remedies provisions that contemplated conditional specific performance and provided that Parent’s aggregate monetary liability would not exceed the Parent termination fee plus recovery costs (except in the case of fraud).

Between July 10, 2026 and July 18, 2026, representatives of HLC and Gibson Dunn engaged in various negotiations regarding the merger agreement, and, with the input of their respective clients, revised and shared multiple drafts of the merger agreement, during which time the parties continued to negotiate the various key issues. On July 10, 2026, representatives of Gibson Dunn provided representatives of HLC with copies of the Sponsors’ proposed form of equity commitment letter and limited guarantee, and on July 17, 2026, representatives of Gibson Dunn provided representatives of HLC with a copy of Parent’s proposed debt commitment letter. Throughout the negotiation process, the Company and the Sponsors engaged in extensive discussions regarding the debt financing for the transaction. The Company sought to maximize certainty of funding and, accordingly, negotiated the conditions to funding under the draft debt commitment letter and related financing provisions to reduce execution risk and provide greater assurance that the debt financing would be available at closing.

On July 15, 2026, the Board held a meeting, with representatives of Company management, BofA Securities, J.P. Morgan and HLC attending, to discuss the progress made on the documentation and negotiations since the prior Board meeting, including summaries of the merger agreement, equity commitment letters and limited guarantees. Before representatives of BofA Securities and J.P. Morgan joined the meeting, the Board unanimously approved the engagement of BofA Securities and J.P. Morgan as the Company’s financial advisors. Shortly thereafter, representatives of HLC reviewed with the Board the duties of the trustees in connection with the proposed transaction. Thereafter, BofA Securities and J.P. Morgan joined the meeting and representatives of HLC summarized the remaining key open issues, including the size of the respective termination fees, the go-shop package (including the extension period and excluded party provisions), and the latest proposal with respect to financing and specific performance. The Board provided its feedback to Company management and its advisors and emphasized the importance of having a go-shop period and Company termination fees (particularly during the go-shop period) that would not be preclusive of potential bidders submitting competing proposals during the go-shop period. Representatives of BofA Securities and J.P. Morgan reviewed with the Board the recent increase in the Company’s share price and the impacts of such increase on certain valuation metrics relevant to the proposed transaction. Following a discussion, the Board directed Company management to propose an increase in the proposed transaction consideration to $61.20 per Company Common Share, which, at the time, represented an approximately 10% premium to the Company’s share price plus the amount of the expected Company Common Share dividend for the quarter ending September 30, 2026. The Board further directed Company management and the Company’s legal and financial advisors to continue negotiations with the Sponsors regarding the remaining open merger agreement issues consistent with the Board’s discussion. The Board also reviewed a relationship disclosure provided by BofA Securities, dated as of July 14, 2026, regarding the relationships between BofA Securities and its affiliates, on the one hand, and the Company, Brookfield and CPPIB, on the other hand, as fully described in the section entitled “—Opinion of Our Financial Advisor.” The Board then reviewed, discussed and considered various reasons to approve the proposed merger agreement and certain countervailing factors (see “—Reasons for the Merger” and “—Recommendation of Our Board” beginning on page 45). Following the meeting, Mr. Eglin contacted a representative of Brookfield and conveyed the Board’s view that the Sponsors should increase their proposal to provide for consideration of $61.20 per Company Common Share.

On July 17, 2026, the Sponsors submitted a revised proposal increasing the consideration to $61.20 per Company Common Share in cash and providing that no additional dividends would be paid by the Company prior to the consummation of the Merger. On the same day, representatives of Gibson Dunn sent representatives of HLC a revised draft of the merger agreement, which, among other things, reflected that the parties continued to negotiate: (i) the duration of the go-shop period; (ii) the length of the extension period available to excluded parties following the expiration of the go-shop period; (iii) the Company termination fee payable in connection with a Superior Proposal submitted by an excluded party prior to the end of the extension period, as well as the Company termination fee payable under other circumstances; and (iv) the specific performance provisions, including a requirement that the debt financing either be funded or that the debt financing sources irrevocably confirm in writing that the debt financing would be funded at closing, subject to the equity commitments being funded at closing.

Further on July 17, 2026, Mr. Eglin spoke by telephone with a representative of Brookfield to discuss the remaining open issues relating to the go-shop period and the termination fees. Mr. Eglin and the representative of Brookfield discussed: (i) a Company termination fee equal to 1.5% of the Company’s equity value with respect to excluded parties prior to the end of the extension period, and 3.0% thereafter, and (ii) a 45-day go-shop period, subject to a 10-day extension for excluded parties. Representatives of the Company, Parent and their respective advisors continued negotiations regarding several key transaction terms, including the termination fee provisions, the duration and mechanics of the go-shop period, the transaction termination triggers, and the terms of the equity commitment letters, debt commitment letter and limited guarantees.

Based on these discussions and negotiations, in the early morning of July 19, 2026, representatives of HLC sent representatives of Gibson Dunn a revised draft of the merger agreement, which proposed, among other things: (i) that the go-shop period remain 45 days, and (ii) that the Company termination fee payable in connection with a Superior Proposal from an excluded party prior to the end of the extension period be equal to 1.5% of the Company’s equity value, and 3.0% under other circumstances. Later on July 19, 2026, representatives of Gibson Dunn sent representatives of HLC a revised draft of the merger agreement, which proposed, among other things: (i) the Company termination fee payable in connection with a Superior Proposal from an excluded party prior to the end of the extension period be equal to 1.5% of the Company’s equity value, and 3.0% thereafter, subject to agreement on the go-shop period, and (ii) a 30-day go-shop period. Throughout the day, representatives of HLC and representatives of Gibson Dunn continued to trade iterative drafts of the merger agreement and met telephonically on several occasions to resolve the remaining open issues, including finalizing the following terms: (i) a Company termination fee of 1.5% of the Company’s equity value with respect to Superior Proposals from excluded parties prior to the end of the extension period, and 3.0% under other circumstances; (ii) a 40-day go-shop period, subject to a five-day extension period for excluded parties; and (iii) a financing package accompanied by specific performance rights available to the Company if certain conditions are satisfied. For a further description of the final terms of the Merger Agreement, please see the section of this proxy statement entitled “—The Merger Agreement”.

On July 19, 2026, the Company executed an engagement letter with BofA Securities to act as the Company’s lead financial advisor in connection with the sale process and the Company executed an engagement letter with J.P. Morgan to act as the Company’s financial advisor.

On July 19, 2026, the Board held a meeting, with representatives of Company management, BofA Securities, J.P. Morgan and HLC attending. During the meeting, representatives of HLC discussed with the trustees their duties under Maryland law, and then provided the Board with a summary of the Merger Agreement, including the outcome of the final negotiation of the material provisions of the Merger Agreement, particularly the proposed financing package, the termination fees, and the duration of the go-shop period. Representatives of BofA Securities then reviewed with the Board BofA Securities’ financial analyses of the Merger Consideration and delivered to the Board its oral opinion, which was confirmed by delivery of a written opinion dated July 19, 2026, to the effect that, as of that date and based on and subject to various assumptions and limitations set forth in the written opinion, the Merger Consideration to be received in the Merger by holders of the Company Common Shares (other than the Parent Parties or any of their respective subsidiaries or any of the Acquired Companies), was fair, from a financial point of view, to such holders. For more information regarding BofA Securities’ opinion, please see “—Opinion of the Company’s Financial Advisor.”

The Board then reviewed, discussed and considered various reasons to approve the Merger Agreement and certain countervailing factors (see “—Reasons for the Merger” and “—Recommendation of Our Board” beginning on page 45). After discussions with Company management and its financial and legal advisors, and in light of the reasons considered, the Board unanimously:

The Board then discussed with Company management and its advisors next steps, including the commencement of the go-shop process, the scope of parties to be contacted, and communications.

On July 19, 2026, the parties executed the Merger Agreement and related documentation.

Prior to the market opening on July 20, 2026, the Company and the Sponsors issued a joint press release announcing their entry into the Merger Agreement.

Go-Shop

On July 20, 2026, following the announcement of the Company’s entry into the Merger Agreement with Parent, and at the direction of the Board, representatives of BofA Securities and J.P. Morgan commenced outreach to 51 potential bidding parties as part of the Go-Shop Period, consisting of 29 financial sponsors, 14 sovereigns/investment managers and 8 strategic bidding parties. Among those contacted, 14 parties expressed interest in entering into confidentiality agreements with the Company to evaluate a potential sale transaction. Of those parties, 12 parties, including 9 financial sponsors, 1 sovereign/investment manager and 2 strategic bidding parties, executed confidentiality agreements and were provided access to a virtual data room for prospective go-shop bidders containing, among other materials, business and financial information previously made available to Parent.

The Go-Shop Period expired on August 28, 2026 at 11:59 p.m., New York City time. Prior to the expiration of the Go-Shop Period, no party submitted a competing proposal to the Company.

Reasons for the Merger

The Merger and the other transactions contemplated by the Merger Agreement were determined and declared advisable and in the best interests of the Company and its shareholders and approved by all members of the Board, as more fully described above in the section of this proxy statement captioned “The Merger-Background of the Merger.” In reaching its decision to (i) determine and declare that the Merger and the other transactions contemplated by the Merger Agreement are advisable and in the best interests of the Company and its shareholders, (ii) duly authorize and approve the execution, delivery and performance of the Merger Agreement, including, subject to obtaining the requisite approval by the shareholders of the Company, the consummation of the Merger and the other transactions contemplated thereby, (iii) direct that the approval of the Merger and the other transactions contemplated by the Merger Agreement be submitted for consideration by the holders of Company Common Shares at the Special Meeting; and (iv) recommend that the Company’s shareholders vote in favor of the approval of the Merger, the Board consulted with members of Company management, as well as the Company’s financial and legal advisors, and considered a number of factors, including the following material factors, which the Board viewed as supporting its decision:

The Board also considered the following potentially negative factors in its consideration of the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement:

The foregoing discussion of the factors considered by the Board is not intended to be exhaustive, but rather includes the material factors considered by the Board. In reaching its decision to approve the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement, the Board did not quantify or assign any relative weights to, and did not make specific assessments of, the factors considered, and individual trustees may have given different weights to different factors. The Board did not reach any specific conclusion with respect to any of the factors or reasons considered. The above factors are not presented in any order of priority. The explanation of the factors and reasoning set forth above contains forward-looking statements and should be read in conjunction with the section of this proxy statement captioned “Cautionary Statement Regarding Forward-Looking Statements.”

Recommendation of Our Board

The Board has unanimously:

Unaudited Prospective Financial Information

While the Company has from time to time provided limited financial guidance to investors, the Company has not, as a matter of course, otherwise publicly disclosed internal projections as to future performance, earnings or other results beyond the then-current annual period due to, among other reasons, the uncertainty, unpredictability and subjectivity of the underlying assumptions and estimates inherent in preparing financial projections.

However, in connection with the evaluation and negotiation of the Merger and the other transactions contemplated by the Merger Agreement, Company management prepared certain non-public, internal, unaudited financial projections regarding the Company’s future operations for fiscal years ending December 31, 2026 through December 31, 2030 (the “financial projections”). Company management provided the financial projections to the Board in connection with its evaluation of the Merger, and to the Company’s financial advisor, BofA Securities, for its use and reliance in connection with its financial analyses and opinions.

The following tables summarize the financial projections:

Important Information About the Financial Projections

The financial projections are included in this proxy statement solely to give the Company’s shareholders access to certain information that was made available to the Board and BofA Securities. The financial projections have not been updated following the date such projections were approved by the Board to reflect the Company’s then current views of its future financial performance, and should not be treated as guidance with respect to projected results for the fiscal year ending December 31, 2026 or any other period. The financial projections are subjective in many respects and were prepared solely for the Company’s internal use, for use by Parent in connection with its consideration of the Merger (as more fully described in the section of this proxy statement captioned “The Merger-Background of the Merger”) and for BofA Securities in connection with its financial analysis and fairness opinion. The financial projections were not prepared with a view toward public disclosure and, accordingly, do not necessarily comply with published guidelines of the SEC, the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of prospective financial information or GAAP. In addition, the financial projections require significant estimates and assumptions that make them inherently less comparable to the similarly titled GAAP measures in the Company’s historical GAAP financial statements. Neither the Company’s independent registered public accounting firm nor any other independent accountants have compiled, examined, audited or performed any procedures with respect to the financial projections, and have not expressed any opinion or any other form of assurance regarding the financial projections or their achievability. Likewise, neither the Company’s independent registered public accounting firm nor any other independent accountants assume responsibility for, and disclaim any association with, such financial projections. The report of the Company’s independent registered public accounting firm contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 relates to the Company’s historical financial information and does not extend to the financial projections and should not be read to do so. Furthermore, the financial projections do not take into account any circumstances or events occurring after the date they were prepared. Additionally, the inclusion of the financial projections in this proxy statement does not constitute an admission or representation by the Company that the information is material.

The above financial data were not prepared in accordance with GAAP. The Company uses these non-GAAP financial measures in analyzing its financial results and believes that they enhance investors’ understanding of the Company’s financial performance and the comparability of its results to prior periods. Non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information prepared in accordance with GAAP. The Company’s calculation of non-GAAP financial measures may differ from others in the industry and the Company’s Cash NOI, Cash EBITDA, Adjusted Company FFO and Unlevered Free Cash Flow are not necessarily comparable with similar titles used by other companies. Reconciliations of non-GAAP financial measures were not relied upon by BofA Securities for purposes of its opinion to the Board as described below in the section of this proxy statement captioned “The Merger-Opinion of the Company’s Financial Advisor” or by the Board in connection with its consideration of the Merger. In addition, financial measures provided to a board of directors or a financial advisor are excluded from the definition of non-GAAP financial measures under SEC rules and, therefore, are not subject to SEC rules regarding disclosures of non-GAAP financial measures, which would otherwise require, among other information, a reconciliation of a non-GAAP financial measure to a GAAP financial measure. Accordingly, the Company has not provided a reconciliation of the financial measures included in the financial projections above.

In the view of Company management, the financial projections were prepared on a reasonable basis reflecting management’s best available estimates and judgments regarding the Company’s future financial performance at the time they were prepared.

The financial projections, while presented with numerical specificity, are subjective in many respects and were based on numerous variables, estimates and assumptions that are inherently uncertain and necessarily involve judgments with respect to, among other things, the Company’s performance, industry performance, general business, future economic, competitive, regulatory and financial market conditions, all of which are difficult or impossible to predict and many of which are beyond the Company’s or Company management’s control. The financial projections are not a guarantee of future financial performance. The financial projections were developed under the assumption of continued standalone operation, including the completion of certain sales, acquisitions and equity financing activities and development and redevelopment currently in process, and the financial projections do not take into account any circumstances, transactions or events occurring (other than those for which the Company is contractually obligated) after the date on which the financial projections were prepared and do not give effect to any changes or expenses as a result of the Merger or any effects of the Merger. Further, the financial projections do not take into account the effect of any failure of the Merger to be consummated and should not be viewed as accurate or continuing in that context or any other context. The financial projections also reflect assumptions as to certain business decisions that are subject to change. Given that the financial projections cover multiple years, by their nature, they become subject to greater uncertainty with each successive year. Important factors that may affect actual results and cause the financial projections to not be achieved include, but are not limited to, risks and uncertainties relating to the Company’s business (including its ability to achieve strategic goals, objectives and targets over applicable periods and achieve stabilization of its development projects or certain leasing results and occupancy levels in its portfolio), industry performance and dynamics, local market conditions, general business, economic, competitive, regulatory and financial market conditions, disruptions in the financial, debt, capital, credit or securities markets, the Company’s ability to obtain financing, development and redevelopment costs, changes in business strategy and other factors described in the section of this proxy statement captioned “Cautionary Statement Regarding Forward-Looking Statements” and the risks described in the Company’s periodic reports filed with the SEC, which reports can be found as described under the section of this proxy statement captioned “Where You Can Find More Information.” As a result, actual results may differ materially from those contained in the financial projections. Accordingly, there can be no assurance that the projected results summarized above will be realized. Shareholders are urged to review the Company’s most recent SEC filings for a description of the reported and anticipated results of operations and financial condition and capital resources, including in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, and subsequent Quarterly Reports on Form 10-Q, which are incorporated by reference into this proxy statement.

The financial projections also reflect assumptions that are subject to change and are susceptible to multiple interpretations and periodic revisions based on actual results, revised prospects for the Company’s business, changes in general business or economic conditions, certain accounting assumptions, timing of business investments, changes in actual or projected cash flows, competitive pressures and changes in tax or other laws or regulations or any other transaction or event that has occurred or that may occur and that was not anticipated when the financial projections were prepared, including material assumptions regarding (i) the Company’s estimates regarding annual growth in net operating income and general and administrative expenses, (ii) annual investments in the Class A warehouse and distribution space of as yet unidentified properties, including related income and expenses related to such investments, and corresponding transaction expenses, (iii) debt financing transactions to fund such acquisitions, (iv) dispositions of existing properties, (v) development costs for speculative and build-to-suit development projects and redevelopment projects and (vi) the Company’s estimates regarding Cash NOI, which rely on leasing assumptions.

In addition, the financial projections may be affected by the Company’s ability to achieve strategic goals, objectives and targets over the applicable period. Accordingly, actual results will differ, and may differ materially, from those contained in the financial projections. The financial projections should be evaluated, if at all, in conjunction with the historical financial statements and other information contained in the Company’s public filings with the SEC. There can be no assurance that the financial results in the financial projections will be realized, or that future actual financial results will not materially vary from those estimated in the financial projections. The inclusion of the financial projections and accompanying narrative in the table above should not be regarded as an indication that the Company, Parent, or their respective affiliates, advisors, officers, employees, members, trustees or their respective representatives consider the financial projections to be necessarily predictive of actual future events, and this information should not be relied upon as such. Furthermore, the Company, Parent, and their respective affiliates, advisors, officers, employees, members, trustees and their respective representatives can provide no assurance that actual results will not differ materially from the financial projections, and undertake no obligation to update or otherwise revise or reconcile the financial projections to reflect circumstances existing after the dates on which the financial projections were prepared or to reflect the occurrence of future events, even in the event that any or all of the assumptions and estimates underlying the financial projections are shown to be in error or are no longer appropriate. Some or all of the assumptions that have been made in connection with the preparation of the financial projections may have changed since the date the financial projections were prepared. These considerations should be taken into account in reviewing the financial projections, which were prepared as of an earlier date. The Company, Parent, and their respective affiliates, advisors, officers, employees, directors, trustees and their respective representatives make no representation regarding the Company’s ultimate performance compared to the information contained in the financial projections or that the financial projections will be achieved. In addition, the Company has not made and makes no representation to any shareholder or to Parent or the Parent Parties in the Merger Agreement or otherwise concerning the financial projections or regarding its ultimate performance compared to the information contained in the financial projections or that the projected results will be achieved. None of the Company, Parent, and their respective affiliates, advisors, officers, employees, members, trustees and their respective representatives assumes any responsibility for the validity, reasonableness, accuracy, or completeness of the financial projections.

In light of the foregoing factors and the uncertainties inherent in the financial projections, shareholders are cautioned not to place undue, if any, reliance on the financial projections.

Opinion of the Company’s Financial Advisor

The Company has retained BofA Securities to act as the Company’s financial advisor in connection with the Merger. BofA Securities is an internationally recognized investment banking firm which is regularly engaged in the valuation of businesses and securities in connection with mergers and acquisitions, negotiated underwritings, secondary distributions of listed and unlisted securities, private placements and valuations for corporate and other purposes. The Company selected BofA Securities to act as the Company’s financial advisor in connection with the Merger on the basis of BofA Securities’ experience in transactions similar to the Merger, its reputation in the investment community and its familiarity with the Company and its business.

On July 19, 2026, at a meeting of the Board held to evaluate the Merger, BofA Securities delivered to the Board an oral opinion, which was confirmed by delivery of a written opinion dated July 19, 2026, to the effect that, as of the date of the opinion and based on and subject to various assumptions and limitations set forth in the written opinion, the Merger Consideration to be received in the Merger by holders of the Company Common Shares (other than the Parent Parties or any of their respective subsidiaries or any of the Acquired Companies) was fair, from a financial point of view, to such holders.

The full text of BofA Securities’ written opinion to the Board, which describes, among other things, the assumptions made, procedures followed, factors considered and limitations on the review undertaken, is attached as Annex B to this proxy statement and is incorporated by reference herein in its entirety. The following summary of BofA Securities’ opinion is qualified in its entirety by reference to the full text of the written opinion. BofA Securities delivered its opinion to the Board for the benefit and use of the Board (in its capacity as such) in connection with and for purposes of its evaluation of the Merger. BofA Securities expressed no opinion or view as to any terms or other aspects or implications of the Merger, including without limitation, the form or structure of the Merger, any related transactions or any other agreement, arrangement or understanding entered into in connection with or related to the Merger or otherwise (other than the Merger Consideration to the extent expressly specified in such opinion), and no opinion or view was expressed as to the relative merits of the Merger in comparison to other strategies or transactions that might be available to the Company or in which the Company might engage or as to the underlying business decision of the Company to proceed with or effect the Merger. BofA Securities’ opinion does not constitute a recommendation as to how any shareholder should vote or act in connection with the Merger or any other matter.

In connection with rendering its opinion, BofA Securities, among other things:

In arriving at its opinion, BofA Securities assumed and relied upon, without independent verification, the accuracy and completeness of the financial and other information and data publicly available or provided to or otherwise reviewed by or discussed with it and relied upon the assurances of the management of the Company that they were not aware of any facts or circumstances that would make such information or data inaccurate or misleading in any material respect. With respect to the financial projections, BofA Securities was advised by the Company, and assumed, that they were reasonably prepared on bases reflecting the best currently available estimates and good faith judgments of the management of the Company as to the future financial performance of the Company. BofA Securities relied, at the direction of the Company, upon the assessments of the management of the Company as to the potential impact of market, governmental and regulatory trends and developments relating to or affecting the Company and its business. BofA Securities did not make and was not provided with any independent evaluation or appraisal of the assets or liabilities (contingent or otherwise) of the Company, nor did it make any physical inspection of the properties or assets of the Company. BofA Securities did not evaluate the solvency or fair value of the Company or Parent under any state, federal or other laws relating to bankruptcy, insolvency or similar matters. BofA Securities assumed, at the direction of the Company, that the Merger would be consummated in accordance with its terms, without waiver, modification or amendment of any material term, condition or agreement and that, in the course of obtaining the necessary governmental, regulatory and other approvals, consents, releases and waivers for the Merger, no delay, limitation, restriction or condition, including any divestiture requirements or amendments or modifications, would be imposed that would have an adverse effect on the Company or the contemplated benefits of the Merger. BofA Securities also assumed, at the direction of the Company, that the final executed Merger Agreement would not differ in any material respect from the Draft Agreement reviewed by BofA Securities.

BofA Securities expressed no view or opinion as to any terms or other aspects or implications of the Merger (other than the Merger Consideration to the extent expressly specified in its opinion), including, without limitation, the form or structure of the Merger, any related transaction or any other agreement, arrangement or understanding entered into in connection with or related to the Merger or otherwise. BofA Securities was not requested to, and did not, solicit indications of interest or proposals from third parties regarding a possible acquisition of all or any part of the Company or any alternative transaction. BofA Securities’ opinion was limited to the fairness, from a financial point of view, of the Merger Consideration to be received by the holders of the Company Common Shares (other than the Parent Parties or any of their respective subsidiaries or any of the Acquired Companies) and no opinion or view was expressed with respect to any consideration received in connection with the Merger by the holders of any other class of securities, creditors or other constituencies of any party. In addition, no opinion or view was expressed with respect to the fairness (financial or otherwise) of the amount, nature or any other aspect of any compensation to any of the officers, directors, trustees or employees of any party to the Merger, or class of such persons, relative to the Merger Consideration or otherwise. Furthermore, no opinion or view was expressed as to the relative merits of the Merger in comparison to other strategies or transactions that might be available to the Company or in which the Company might engage or as to the underlying business decision of the Company to proceed with or effect the Merger. BofA Securities did not express any view or opinion with respect to, and BofA Securities relied, at the direction of the Company, upon the assessments of representatives of the Company regarding, legal, regulatory, accounting, tax and similar matters relating to the Company, Parent and the Merger (including the contemplated benefits of the Merger), as to which matters BofA Securities understood that the Company obtained such advice as it deemed necessary from qualified professionals. In addition, BofA Securities expressed no opinion or recommendation as to how any shareholder should vote or act in connection with the Merger or any other matter. Except as described in this summary, the Company imposed no other limitations on the investigations made or procedures followed by BofA Securities in rendering its opinion.

BofA Securities’ opinion was necessarily based on financial, economic, monetary, market and other conditions and circumstances as in effect on, and the information made available to BofA Securities as of, the date of its opinion. As the Company was aware, the credit, financial and stock markets have been experiencing unusual volatility and BofA Securities expressed no opinion or view as to any potential effects of such volatility on the Company or the Merger. It should be understood that subsequent developments may affect BofA Securities’ opinion, and BofA Securities does not have any obligation to update, revise, or reaffirm its opinion. The issuance of BofA Securities’ opinion was approved by a fairness opinion review committee of BofA Securities.

The discussion set forth below in the section of this proxy statement captioned “The Merger—Opinion of the Company’s Financial Advisor—Summary of Material Company Financial Analyses” represents a brief summary of the material financial analyses presented by BofA Securities to the Board in connection with its opinion. The financial analyses summarized below include information presented in tabular format. In order to fully understand the financial analyses performed by BofA Securities, the tables must be read together with the text of each summary. The tables alone do not constitute a complete description of the financial analyses performed by BofA Securities. Considering the data set forth in the tables below without considering the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of the financial analyses performed by BofA Securities.

Summary of Material Company Financial Analyses.

Selected Publicly Traded Companies Analysis.

BofA Securities reviewed publicly available financial and stock market information for the Company and the following two publicly traded real-estate investment trusts and property management companies:

BofA Securities reviewed, among other things, enterprise values of the selected publicly traded companies, calculated as equity values based on their closing stock prices on July 17, 2026, plus debt, preferred stock and minority interests, less cash and cash equivalents, as a multiple of calendar year 2027 estimated earnings before interest, taxes, depreciation and amortization (“EBITDA”). BofA Securities also reviewed, among other things, per share equity values of the selected publicly traded companies, based on their respective closing stock prices on July 17, 2026, as a multiple of calendar year 2027 estimated funds from operation (“FFO”).

BofA Securities then applied calendar year 2027 estimated EBITDA multiples of 15.9x to 20.8x, derived from the selected publicly traded companies, to the Company’s calendar year 2027 estimated EBITDA to determine implied per share equity values for the Company. Similarly, BofA Securities applied calendar year 2027 estimated FFO multiples of 15.0x to 20.1x, derived from the selected publicly traded companies, to the Company’s calendar year 2027 estimated FFO, to determine implied per share equity values for the Company. Estimated financial data of the selected publicly traded companies were based on publicly available research analysts’ estimates, and estimated financial data of the Company were based on the financial projections. This analysis indicated the following approximate implied per share equity value reference ranges for the Company, as compared to the Merger Consideration:

No company used in this analysis is identical or directly comparable to the Company. Accordingly, an evaluation of the results of this analysis is not entirely mathematical. Rather, this analysis involves complex considerations and judgments concerning differences in financial and operating characteristics and other factors that could affect the public trading or other values of the companies to which the Company was compared.

Selected Precedent M&A Transactions Analysis.

BofA Securities reviewed, to the extent publicly available, financial information relating to the following nine selected transactions involving real estate investment trusts and property management companies:

BofA Securities reviewed transaction values, calculated as the enterprise value implied for each target company based on the consideration payable in the selected transaction, as a multiple of the target company’s one-year forward estimated EBITDA (“NTM EBITDA”). BofA Securities then applied one-year forward EBITDA multiples of 15.8x to 21.5x, derived from the selected transactions, to the Company’s estimated NTM EBITDA. Estimated financial data of the selected transactions were based on publicly available information and research analyst estimates at the time of announcement of the relevant transaction. Estimated financial data of the Company were based on the financial projections. This analysis indicated the following approximate implied per share equity value reference ranges for the Company, as compared to the Merger Consideration:

No company, business or transaction used in this analysis is identical or directly comparable to Company or the Merger. Accordingly, an evaluation of the results of this analysis is not entirely mathematical. Rather, this analysis involves complex considerations and judgments concerning differences in financial and operating characteristics and other factors that could affect the acquisition or other values of the companies, business segments or transactions to which the Company and the Merger were compared.

Discounted Cash Flow Analysis.

BofA Securities performed a discounted cash flow analysis of the Company to calculate the estimated present value of the standalone unlevered, after-tax free cash flows that the Company was forecasted to generate during the period from the third quarter of 2026 through the Company’s fiscal year 2030 based on the financial projections. BofA Securities calculated terminal values for the Company by applying a forward EBITDA exit multiple range of 15.0x to 18.0x, based on BofA Securities’ professional judgment and experience, to the estimated EBITDA for the terminal year, which was calculated by applying the 2030 to 2034 estimated compound annual growth rate per the financial projections to the Company’s estimated fiscal year 2030 EBITDA. The cash flows and terminal values were then discounted to present value as of June 30, 2026, assuming a mid-year convention for cash flows, using discount rates ranging from 8.1% to 9.2%, which were based on an estimate of the Company’s weighted average cost of capital. This analysis indicated the following approximate implied per share equity value reference ranges for the Company, as compared to the Merger Consideration:

Other Factors.

In rendering its opinion, BofA Securities also noted certain additional factors that were not considered as part of BofA Securities’ material financial analyses with respect to its opinion but were referenced for informational purposes, including, among other things, the following:

Miscellaneous

As noted above, the discussion set forth in the section of this proxy statement captioned “The Merger—Opinion of the Company’s Financial Advisor—Summary of Material Company Financial Analyses” is a brief summary of the material financial analyses presented by BofA Securities to the Board in connection with its opinion and is not a comprehensive description of all analyses undertaken by BofA Securities in connection with its opinion. The preparation of a financial opinion is a complex analytical process involving various determinations as to the most appropriate and relevant methods of financial analysis and the application of those methods to the particular circumstances and, therefore, a financial opinion is not readily susceptible to partial analysis or summary description. BofA Securities believes that its analyses summarized above must be considered as a whole. BofA Securities further believes that selecting portions of its analyses and the factors considered or focusing on information presented in tabular format, without considering all analyses and factors or the narrative description of the analyses, could create a misleading or incomplete view of the processes underlying BofA Securities’ analyses and opinion. The fact that any specific analysis has been referred to in the summary above is not meant to indicate that such analysis was given greater weight than any other analysis referred to in the summary.

In performing its analyses, BofA Securities considered industry performance, general business and economic conditions and other matters, many of which are beyond the control of the Company and Parent. The estimates of the future performance of the Company in or underlying BofA Securities’ analyses are not necessarily indicative of actual values or actual future results, which may be significantly more or less favorable than those estimates or those suggested by BofA Securities’ analyses. These analyses were prepared solely as part of BofA Securities’ analysis of the fairness, from a financial point of view, to holders of the Company Common Shares of the Merger Consideration to be received by such holders, and were provided to the Board in connection with the delivery of BofA Securities’ opinion. The analyses do not purport to be appraisals or to reflect the prices at which a company might actually be sold or the prices at which any securities have traded or may trade at any time in the future. Accordingly, the estimates used in, and the ranges of valuations resulting from, any particular analysis described above are inherently subject to substantial uncertainty and should not be taken to be BofA Securities’ view of the actual values of the Company.

The type and amount of consideration payable in the Merger was determined through negotiations between the Company and Parent, rather than by any financial advisor, and was approved by the Board. The decision to enter into the Merger Agreement was solely that of the Board. As described above, BofA Securities’ opinion and analyses were only one of many factors considered by the Board in its evaluation of the proposed Merger and should not be viewed as determinative of the views of the Board or management with respect to the Merger or the Merger Consideration.

The Company has agreed to pay BofA Securities for its services in connection with the Merger an aggregate fee currently estimated to be approximately $13,000,000, $2,500,000 of which fee was payable upon delivery of its opinion and the remainder of which is contingent upon the completion of the Merger. The Company also has agreed to reimburse BofA Securities for its expenses incurred in connection with BofA Securities’ engagement and to indemnify BofA Securities, any of its affiliates, its and their respective directors, officers, employees and agents, and each other person controlling BofA Securities or any of its affiliates against specified liabilities, including liabilities under the federal securities laws.

BofA Securities and its affiliates comprise a full service securities firm and commercial bank engaged in securities, commodities and derivatives trading, foreign exchange and other brokerage activities, and principal investing as well as providing investment, corporate and private banking, asset and investment management, financing and financial advisory services and other commercial services and products to a wide range of companies, governments and individuals. In the ordinary course of their businesses, BofA Securities and its affiliates may invest on a principal basis or on behalf of customers or manage funds that invest, make or hold long or short positions, finance positions or trade or otherwise effect transactions in equity, debt or other securities or financial instruments (including derivatives, bank loans or other obligations) of (i) the Company and certain of its affiliates, (ii) Brookfield Corporation, an affiliate of Parent, and certain of Brookfield Corporation’s affiliates and/or portfolio companies and (iii) CPPIB, an affiliate of Parent, and certain of CPPIB’s affiliates and/or portfolio companies.

We and our affiliates in the past have provided, currently are providing, and/or in the future may provide, investment banking, commercial banking and other financial services to the Company and have received or in the future may receive compensation for the rendering of these services, including (i) providing syndicated loans, commercial loans and other commercial credit services, (ii) providing checking, deposit and other liquidity and treasury services, and (iii) providing short-term fixed income and other markets services. From July 1, 2024 through June 30, 2026 BofA Securities and its affiliates derived aggregate revenues from the Company and certain of its affiliates of approximately $5.0 million for investment and corporate banking services.

In addition, we and our affiliates in the past have provided, currently are providing, and/or in the future may provide, investment banking, commercial banking and other financial services to Brookfield Corporation and certain of its affiliates and/or portfolio companies and have received or in the future may receive compensation for the rendering of these services, including (i) providing mergers and acquisition advisory services to Brookfield Corporation and certain of its portfolio companies with respect to the purchase, sale and spin-off of certain portfolio companies and portfolio assets, (ii) acting as underwriter in connection with certain equity, debt and equity linked securities of Brookfield Corporation and certain of its portfolio companies, (iii) providing acquisition financing with respect to the purchase and sale of certain Brookfield Corporation portfolio companies and portfolio assets, (iv) providing commercial leases, commercial lending and trade finance to Brookfield Corporation and certain of its portfolio companies, (v) providing foreign exchange, swaps, derivatives and other markets products to Brookfield Corporation and certain of its portfolio companies, (vi) providing commercial credit card, checking and other liquidity and treasury services to Brookfield Corporation and certain of its portfolio companies, and (vii) providing certain workplace benefit financial products to Brookfield Corporation and certain of its portfolio companies. From July 1, 2024 through June 30, 2026 BofA Securities and its affiliates derived aggregate revenues from Brookfield Corporation and certain of its affiliates and/or portfolio companies of approximately $500 million for investment and corporate banking services.

In addition, we and our affiliates in the past have provided, currently are providing, and/or in the future may provide, investment banking, commercial banking and other financial services to CPPIB and its affiliates including (i) providing credit card and other liquidity and treasury services, (ii) providing debt, equity, swap, option, futures, interest rate and derivative trading, execution and financing services, foreign exchange trading, forward and swap services, and other markets services, and (iii) mergers and acquisitions advisory services, debt capital markets underwriting, equity capital markets block trade underwriting and other investment banking services. From July 1, 2024 through June 30, 2026 BofA Securities and its affiliates derived aggregate revenues from CPPIB and its affiliates of approximately $200 million for investment and corporate banking services.

As of the date of its opinion, BofA Securities and its affiliates were working with Brookfield Corporation and its affiliates and/or portfolio companies on one or more investment and corporate banking matters unrelated to the Merger and BofA Securities believes, based on the information available to it as of the date of its opinion, that the aggregate revenues BofA Securities and its affiliates will derive from Brookfield Corporation and its affiliates and/or portfolio companies for those concurrent investment and corporate banking services will be materially more than the fee payable to BofA Securities for its services in connection with the Merger. In addition, BofA Securities and its affiliates were working with CPPIB and its affiliates on one or more investment and corporate banking matters unrelated to the Merger and BofA Securities believes, based on the information available to it as of the date of its opinion, that the aggregate revenues BofA Securities and its affiliates will derive from CPPIB and its affiliates for those concurrent investment and corporate banking services will be materially more than the fee payable to BofA Securities for its services in connection with the Merger.  In addition, in the ordinary course of their respective businesses, BofA Securities and its affiliates (including members of BofA Securities’ deal team working with the Company on the Merger) have pitched, are currently pitching, and/or will continue to pitch, additional investment and corporate banking services unrelated to the Merger to Brookfield Corporation and CPPIB and their respective affiliates but how much, if any, additional investment and corporate banking business and revenues will result from those efforts is subject to numerous factors beyond the control of BofA Securities and its affiliates.

As of the close of trading on July 16, 2026, BofA Securities and its affiliates held on a non-fiduciary basis (i) outstanding Company Common Shares having a market value of approximately $15 million as of such date, representing less than 0.5% of the outstanding Company Common Shares as of such date and (ii) outstanding common stock of Brookfield Corporation having a market value of approximately $130 million as of such date, representing less than 0.5% of the outstanding common stock of Brookfield Corporation as of such date.

Financing of the Merger

The Parent Parties have secured committed financing, consisting of a combination of (i) Equity Financing (as defined in the Merger Agreement) to be provided by affiliates of the Sponsors on the terms and subject to the conditions set forth in an equity commitment letter provided by such entities, and (ii) debt financing to be provided by certain lenders on the terms and subject to the conditions set forth in a debt commitment letter, the aggregate proceeds of which will be sufficient for the Parent Parties to pay all amounts the Parent Parties may be obligated to pay pursuant to the Merger Agreement or the Merger (including, without limitation, payment of the Merger Consideration, repayment or assumption of debt of any Acquired Company contemplated by the Merger Agreement, payment of all amounts discussed in the section of this proxy statement captioned “The Merger-Interests of the Company’s Trustees and Executive Officers in the Merger-Treatment of Company Restricted Share Awards,” and payment of all other fees and expenses and obligations required to be paid or satisfied by the Parent Parties in connection with the Merger).

Interests of the Company’s Trustees and Executive Officers in the Merger

Certain members of our Board and certain of the Company’s executive officers have various interests in the Merger that may be in addition to, or different from, the interests of Company shareholders generally. The members of the Board were aware of these potential interests and considered these potential interests at the time they approved the Merger Agreement and in making their recommendation that the Company shareholders approve the Merger Proposal. These potential interests are described below.

For purposes of this proxy statement, the “executive officers” include T. Wilson Eglin, Nathan Brunner, Joseph S. Bonventre, Brendan P. Mullinix, James Dudley, Nabil Andrawis, Mark Cherone and Beth Boulerice, and the “trustees” include T. Wilson Eglin, Jamie Handwerker, Lawrence L. Gray, Arun Gupta, Derrick Johnson, Claire A. Koeneman, Nancy Elizabeth Noe and Howard Roth. In accordance with SEC rules, we have included any individual who served as an executive or trustee since January 1, 2025. Effective as of March 1, 2025, Beth Boulerice resigned from her role as Chief Financial Officer and Treasurer of the Company and as a member of the Company’s Management/Investment Committee and is no longer an officer of the Company.

Treatment of Company Restricted Share Awards

Each of our executive officers holds outstanding Company Restricted Share Awards. At the Effective Time, and as a result of the Merger, each Company Restricted Share Award that is outstanding as of immediately prior to the Effective Time will, to the extent not vested, become fully vested (with any applicable performance conditions deemed satisfied at the maximum level of performance) and will be cancelled in exchange for the right to receive a lump sum cash payment equal to the product of (i) the Merger Consideration and (ii) the number of Company Common Shares represented by such Company Restricted Share Award, together with any accrued but unpaid dividends thereon, in each case less any required withholding taxes.

Value of Payments

The following table sets forth, for each of our executive officers and non-employee trustees who served in such role at any point since January 1, 2025, (i) the aggregate number of outstanding Company Restricted Share Awards (with any applicable performance conditions deemed satisfied at the maximum level of performance) and Company Common Shares, together with any accrued but unpaid dividends with respect to such Company Restricted Share Awards, in each case, held as of August 31, 2026; and (ii) the estimated value of the payments that the Company’s executive officers and non-employee trustees are eligible to receive (before deduction of applicable tax withholding) in connection with the Merger in respect of such Company Restricted Share Awards and Company Common Shares, in each case, based on the aggregate number of Company Restricted Share Awards and Company Common Shares held as of August 31, 2026. Solely for purposes of the table below, we have assumed that the Effective Time occurs on August 31, 2026. These estimated values are based on the proposed Merger Consideration of $61.20 per share and assume that all Company Restricted Share Awards and Company Common Shares held by our executive officers and non-employee trustees as of the Record Date remain outstanding as of the Effective Time. The table below does not take into account any vesting or forfeiture of Company Restricted Share Awards, nor any additional Company Restricted Share Awards that may be granted, nor any transaction bonuses or tax gross-ups that may be paid, in each case between August 31, 2026 and the Effective Time.

Severance Benefits

Messrs. Eglin, Brunner, Bonventre, Mullinix, Dudley, Andrawis and Cherone and Ms. Boulerice have entered into individualized severance agreements under the Company’s Executive Severance Plan, each of which provides that the applicable executive will be eligible to receive the following payments and other benefits in the event of a qualifying termination of employment which, for some of the executive officers, will increase if the termination occurs within the Change-in-Control Window (as defined in the applicable severance agreement, or the applicable period specified in the severance agreements for Messrs. Andrawis and Cherone), so long as they execute and do not revoke a general release of claims in favor of the Company:

Transaction Bonuses and Related Payments

The Board or the Compensation Committee of the Board (the “Compensation Committee”) may, in consultation with and following notice to Parent, (i) grant transaction bonuses in connection with the Merger to employees, individual independent contractors, trustees or officers of the Acquired Companies (collectively, the “Transaction Bonuses”) and/or (ii) adopt a plan providing for tax indemnification, “gross-up” or similar payments in connection with Sections 280G and 4999 of the Code. The aggregate amount of all Transaction Bonuses and any such tax indemnification, gross-up or similar payments may not exceed $23,425,000. As of the date of this proxy statement, the Board or Compensation Committee has not approved any Transaction Bonuses or adopted any such tax indemnification or gross-up plan.

New Compensation and Other Arrangements with Parent

As of the date of this proxy statement, no executive officer of the Company has entered into any agreement with Parent or any of its affiliates regarding individual employment, consulting, services or similar arrangements with, or the right to purchase or participate in the equity or assets of, the Surviving Entity or one or more of its affiliates, or similar arrangements, in each case effective following the consummation of the Merger. Prior to and following the Closing, however, Parent may have discussions with certain employees and/or executive officers of the Company regarding employment, consulting, services or similar arrangements with, or the right to purchase or participate in the equity or assets of, the Surviving Entity or one or more of its affiliates, or similar arrangements, and certain employees and/or executive officers of the Company may enter into agreements with Parent and/or its subsidiaries or their respective affiliates regarding employment, consulting, services or similar arrangements with, or the right to purchase or participate in the equity or assets of, the Surviving Entity or one or more of its affiliates or similar arrangements.

Employee Benefits

The Merger Agreement requires Parent to provide or cause to be provided certain compensation, severance and benefits for a period of one year following the Closing Date for Continuing Employees (as defined therein), including executive officers, of the Company and its subsidiaries, and to take certain actions in respect of employee benefits provided to such employees. For a detailed description of these requirements, please see the section of this proxy statement captioned “The Merger Agreement—Employee Matters.”

Indemnification; Trustees’ and Officers’ Insurance

The Merger Agreement provides that the Company is permitted to, prior to the Closing, and if the Company fails to do so, Parent will, or Parent will cause the Surviving Entity to, as of the Effective Time, obtain and fully pay the premium for a “tail” directors’ and officers’ liability insurance policy and fiduciary liability insurance policy that provides coverage for a period of six years from and after the Closing in respect of acts or omissions occurring prior to the Closing covering each person currently covered by the Company’s or its subsidiaries’ officers’ and directors’ liability insurance policy, on terms with respect to coverage and amount no less favorable than those of such existing policy in effect as of the date of the Merger Agreement and Parent will cause such policy to be maintained in full force and effect, for its full term, and will cause all obligations thereunder to be honored by the Surviving Entity; provided, however, that in no event will the premium of such policy be in excess of 300% of the amount per annum that the Company and its subsidiaries paid in its last full fiscal year prior to the date of the Merger Agreement (the “Current Premium”), but in such case, such policy will be purchased and maintained to provide for the maximum coverage available for 300% of the Current Premium. If the Company, Parent or Merger Sub for any reason fail to obtain such policies prior to, as of or after the Closing, Parent will, for a period of six years from the Effective Time, cause the Surviving Entity to purchase and maintain in effect the current policies of directors’ and officers’ liability insurance and fiduciary liability insurance maintained by the Company and its subsidiaries as of immediately prior to the Closing in respect of acts or omissions occurring prior to the Closing covering each such person currently covered by the Company’s or its subsidiaries’ officers’ and directors’ liability insurance policy and provided that, after the Effective Time, in no event will Parent or the Surviving Entity be required to pay annual premiums in excess of 300% of the Current Premium in respect of the coverage required to be obtained pursuant to the Merger Agreement, but in such case will purchase and maintain the maximum coverage available for 300% of the Current Premium.

To the extent permitted by applicable law and the governing documents of the Parent Parties, during the period commencing as of the Closing and ending on the sixth (6^th) anniversary of the Closing, Parent will, and Parent will cause the Surviving Entity to: (i) indemnify, defend and hold harmless each current or former manager, director, officer, partner, member and trustee of the Company or any subsidiary of the Company (each, an “Indemnified Party” and collectively, the “Indemnified Parties”) against and from any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any action to the extent such action arises out of or pertains to any action or omission or alleged action or omission in such Indemnified Party’s capacity as a manager, director, officer, agent, fiduciary, advisor or person acting in a similar capacity, partner, member or trustee of the Company or any subsidiary of the Company, including such alleged acts or omissions with respect to the Merger Agreement or any of the transactions contemplated by the Merger Agreement, including the Merger; and (ii) pay (as incurred) in advance of the final disposition of any such action all reasonable expenses (including reasonable attorneys’ fees and any expenses incurred by any Indemnified Party in connection with enforcing any rights with respect to indemnification) of any Indemnified Party without the requirement of any bond or other security, in each case to the fullest extent permitted by law and by the governing documents of the Surviving Entity, but subject to Parent’s or the Surviving Entity’s receipt of a written undertaking by or on behalf of such Indemnified Party to repay such amount if it is ultimately determined that such Indemnified Party is not entitled to be indemnified. Parent or the Surviving Entity, as applicable, (i) will not settle, compromise or consent to the entry of any judgment or otherwise seek termination with respect to any claim, action, suit or proceeding against or investigation of any Indemnified Party for which indemnification may be sought without the Indemnified Party’s prior written consent unless such settlement, compromise, consent or termination includes an unconditional release of such Indemnified Party from all liability arising out of such claim, action, suit, proceeding or investigation, (ii) will not be liable for any settlement effected without their prior written consent, and (iii) will not have any obligation hereunder to any Indemnified Party to the extent that a court of competent jurisdiction determines in a final and non-appealable order that indemnification is prohibited by applicable law.

To the extent permitted by applicable law, the Surviving Entity will, and Parent agrees to cause the Surviving Entity to, during the period commencing as of the Closing and ending on the sixth (6^th) anniversary of the Closing, honor all rights to indemnification, advancement and exculpation from liabilities for acts or omissions occurring at or prior to the Closing existing in favor of the Indemnified Parties as provided in (i) the Company governing documents and (ii) indemnification agreements between the Company or any of its subsidiaries, on the one hand, and any Indemnified Party, on the other hand, in each case, as of the date of the Merger Agreement. In addition, such obligations must be assumed by any successor entity to Parent or the Surviving Entity, as applicable, as a result of any (i) consolidation or merger, or (ii) liquidation, dissolution, transfer or conveyance of all or substantially all of its properties and assets.

Quantification of Potential Payments and Benefits

The information set forth in the table below is intended to comply with Item 402(t) of Regulation S-K, which requires disclosure of information about compensation for each of our named executive officers that is based on or otherwise relates to the Merger and assuming the Merger is consummated on the latest practicable date prior to the filing of this proxy statement. The compensation arrangements of our named executive officers and the equity award treatment of the Company Restricted Share Awards are described in the section of this proxy statement captioned “The Merger-Interests of the Company’s Trustees and Executive Officers in the Merger,” which is incorporated herein by reference.

Please note that the amounts indicated below are estimates based on the material assumptions described in the notes to the table below, which may or may not actually occur. Some of these assumptions are based on information not currently available and, as a result, the actual amounts, if any, that may become payable to a named executive officer may differ in material respects from the amounts set forth below. Furthermore, for purposes of calculating such amounts, we have assumed:

Golden Parachute Compensation

The following table quantifies each separate form of compensation included in the total amount reported in this column. All amounts listed in the below table are considered to be payable pursuant to “double-trigger” arrangements.

Material U.S. Federal Income Tax Consequences of the Merger

This discussion of the material U.S. federal income tax consequences of the Merger is based on the Code, as amended, applicable U.S. Treasury regulations promulgated under the Internal Revenue Code of 1986 (the “Code”), referred to as the “Treasury Regulations,” judicial decisions and published administrative rulings, all as currently in effect and all of which are subject to change, possibly with retroactive effect. Any such change could affect the accuracy of the statements and conclusions set forth in this discussion. The Company has not requested, and does not plan to request, any rulings from the Internal Revenue Service of the United States, referred to in this proxy statement as the “IRS”, concerning the Company’s tax treatment or the tax treatment of the Merger, and the statements in this proxy statement are not binding on the IRS or any other arm of government, including any courts. The Company can provide no assurance that the tax consequences contained in this discussion will not be challenged by the IRS or any other arm of the government, or if challenged, will be sustained by a court.

This discussion does not address (i) U.S. federal taxes other than income taxes, (ii) state, local or non-U.S. taxes, or (iii) tax reporting requirements. This summary assumes that Company Common Shares are held as capital assets within the meaning of Section 1221 of the Code and does not address all aspects of taxation that may be relevant to particular holders in light of their personal investment or tax circumstances, and does not address the tax consequences of the Merger to holders of restricted shares or other awards received as compensation. In addition, this discussion does not address the U.S. federal income tax considerations applicable to Common Shareholders that are subject to special treatment under U.S. federal income tax law, including, for example:

For purposes of this discussion, a “U.S. holder” means a beneficial owner of Company Common Shares that is:

For purposes of this discussion, a “non-U.S. holder” means a beneficial owner of Company Common Shares that, for U.S. federal income tax purposes, is an individual, corporation, estate or trust and is not a U.S. holder as described in the bullets above.

If a partnership (or other entity or arrangement treated as a partnership for U.S. federal income tax purposes) holds Company Common Shares, the tax treatment of a partner in the partnership generally will depend on the status of the partner and activities of the partnership. Any partnership or other entity or arrangement treated as a partnership for U.S. federal income tax purposes, and the partners in such partnership (as determined for U.S. federal income tax purposes), should consult their tax advisors.

This discussion of material U.S. federal income tax consequences is not binding on the IRS or any other arm of government. No assurance can be given that the IRS or any other arm of government would not assert, or that a court would not sustain, a position contrary to any described herein.

THE U.S. FEDERAL INCOME TAX RULES APPLICABLE TO THE MERGER AND DISPOSING OF COMPANY COMMON SHARES, AND TO REITS GENERALLY, ARE HIGHLY TECHNICAL AND COMPLEX. HOLDERS OF COMPANY COMMON SHARES ARE URGED TO CONSULT THEIR TAX ADVISORS REGARDING THE SPECIFIC TAX CONSEQUENCES TO THEM OF THE MERGER, INCLUDING THE APPLICABILITY AND EFFECT OF U.S. FEDERAL, STATE, LOCAL AND NON-U.S. INCOME AND OTHER TAX LAWS, AND POTENTIAL CHANGES IN APPLICABLE TAX LAWS, IN LIGHT OF THEIR PARTICULAR CIRCUMSTANCES.

Consequences to the Company of the Merger

For U.S. federal income tax purposes, the Company will treat the Merger as if the Company had (a) sold all of its assets to Merger Sub in a taxable transaction in exchange for the assumption of all of its liabilities and Merger Consideration, and then (b) made a taxable liquidating distribution of the Merger Consideration to its Common Shareholders in exchange for Company Common Shares in accordance with the terms of the Merger Agreement. As a REIT, the Company is generally entitled to receive a deduction for liquidating distributions, and the Company anticipates that its deemed liquidating distribution will exceed the taxable income recognized as a result of the Merger (together with any other undistributed taxable income recognized in the taxable year of the Merger). Accordingly, the Company anticipates that it will not be subject to U.S. federal income tax on any gain that it recognizes in connection with the Merger.

Consequences of the Merger to U.S. Holders

General.          The receipt of Merger Consideration by a U.S. holder in exchange for Company Common Shares pursuant to the Merger will be a taxable transaction for U.S. federal income tax purposes. In general, a U.S. holder will recognize gain or loss for U.S. federal income tax purposes equal to the difference, if any, between:

Gain or loss will be calculated separately for each block of Company Common Shares, with a block consisting of shares acquired at the same cost in a single transaction. Assuming that the Company Common Shares constitute capital assets in the hands of the U.S. holder, this gain or loss will generally be capital gain or loss and will be long-term capital gain or loss if at the time of the Merger the U.S. holder has held its Company Common Shares for more than one year. An individual U.S. holder will be subject to tax on net capital gain at a maximum U.S. federal tax rate of 20%. In addition, a 3.8% Medicare unearned contribution tax will apply to all or a portion of the gain recognized by individuals, trusts and estates whose income exceeds certain threshold levels. Capital gains of corporate U.S. holders generally are taxable at the regular tax rates applicable to corporations. The deductibility of a capital loss recognized in the exchange is subject to limitations under the Code. In addition, the IRS has the authority to prescribe, but has not yet prescribed, regulations that would apply a tax rate of 25% to a portion of capital gain realized by a non-corporate stockholder on the sale of REIT shares that would correspond to the REIT’s “unrecaptured Section 1250 gain.”

Special Rule for U.S. Holders Who Have Held Company Common Shares Less than Six Months.          A U.S. holder who has held Company Common Shares for less than six months at the time of the Merger, taking into account the holding period rules of Section 246(c)(3) and (4) of the Code, and who recognizes a loss on the exchange of Company Common Shares in the Merger, will be treated as recognizing a long-term capital loss to the extent of any capital gain dividends from the Company, or such holder’s share of any designated retained capital gains, with respect to such Company Common Shares.

Consequences of the Merger to Non-U.S. Holders

General.          The U.S. federal income tax consequences of the Merger to a non-U.S. holder will depend on various factors, including whether the receipt of Merger Consideration is treated as a distribution from the Company to shareholders that is attributable to gain from the sale of “United States real property interests.” The IRS announced in Notice 2007-55 that it intends to take the position that under current law, unless an exception applies, a non-U.S. holder’s receipt of liquidating distribution from a REIT (including the receipt of Merger Consideration in exchange for Company Common Shares in the Merger, which as noted, will be treated as a deemed liquidation of the Company for U.S. federal income tax purposes) is generally subject to tax under FIRPTA as a distribution to the extent attributable to gain from the sale of United States real property interests. Although legislation effectively overriding Notice 2007-55 has been proposed, it is not possible to say if or when any such legislation will be enacted.

Accordingly, the Company intends at present to take the position that Merger Consideration received in exchange for Company Common Shares in the Merger will be subject to tax in accordance with Notice 2007-55, subject to the 10% Exception (as discussed in more detail below). In general, the provisions governing the taxation of distributions by REITs can be less favorable to non-U.S. holders than the taxation of sales or exchanges of REIT shares by non-U.S. holders, and non-U.S. holders should consult their tax advisors regarding the application of these provisions.

Distribution of Gain from the Disposition of U.S. Real Property Interests.          As noted above, the Company intends at present to take the position that Merger Consideration received in exchange for Company Common Shares will be subject to tax in accordance with Notice 2007-55.

To the extent the tax treatment set forth in Notice 2007-55 applies, and the 10% Exception described in the next paragraph below does not apply, Merger Consideration received by a non-U.S. holder in the Merger is treated as a distribution attributable to gain from the deemed or actual sale of the Company’s United States real property interests (which the Company expects to be a substantial portion of such Merger Consideration). Such amount will be treated as income effectively connected with a U.S. trade or business of the non-U.S. holder, and generally will be subject to U.S. federal income tax on a net basis. A corporate non-U.S. holder will also be subject to the 30% branch profits tax (or such lower rate as may be specified by an applicable income tax treaty). In addition, 21% (or 20% to the extent provided in the Treasury Regulations) of any such amounts paid to a non-U.S. holder will be withheld and remitted to the IRS.

Notwithstanding the foregoing, if Company Common Shares are considered “regularly traded” (within the meaning of the applicable Treasury Regulations) on an established securities market located in the United States (and the non-U.S. holder did not hold more than 10% of such Company Common Shares at any time during the one year period ending on the date of the Merger, which is referred to in this proxy statement as the “10% Exception”), the tax treatment and consequences described above would not apply, and non-U.S. holders would instead be subject to the rules described below under “-Taxable Sale of Company Common Shares.” The Company believes that Company Common Shares are, and will be at the effective time of the Merger, considered regularly traded on an established securities market located in the United States within the meaning of the applicable Treasury Regulations. Non-U.S. holders should consult their tax advisors regarding tax consequences of the Merger to them.

Taxable Sale of Company Common Shares.          If both (A) the tax treatment set forth in Notice 2007-55 were not to apply to a non-U.S. holder’s receipt of Merger Consideration in the Merger (and the receipt of Merger Consideration were instead considered a sale of Company Common Shares), and (B) either (1) the “publicly traded exception” (as described below) applies or (2) the Company is a “domestically controlled qualified investment entity” (as described below), then non-U.S. holders should not be subject to tax on the disposition of Company Common Shares unless: (a) the gain is effectively connected with the non-U.S. holder’s conduct of a trade or business in the United States, or, if an applicable income tax treaty applies, the gain is attributable to a permanent establishment maintained by the non-U.S. holder in the United States; or (b) the non-U.S. holder is an individual present in the United States for 183 days or more in the taxable year of the Merger and certain other requirements are met.

The “publicly traded exception” applies to a non-U.S. holder if Company Common Shares are “regularly traded,” as defined by the applicable Treasury Regulations, and the non-U.S. holder has held 10% or less of Company Common Shares at all times during the 5-year period ending on the Merger date. The Company believes that Company Common Shares are, and will be at the effective time of the Merger, considered regularly traded on an established securities market located in the United States within the meaning of the applicable Treasury Regulations.

Assuming the Company qualifies to be taxed as a REIT, the Company will be a “domestically controlled qualified investment entity” at the time of the Merger if non-U.S. holders held directly or indirectly less than 50% in value of the Company Common Shares at all times during the five-year period ending with the sale/Merger. No assurances can be given that the actual ownership of its shares have been or will be sufficient for the Company to qualify as a “domestically controlled qualified investment entity” at the time of the Merger.

A non-U.S. holder whose gain is effectively connected with the conduct of a trade or business in the United States (or, if an applicable income tax treaty applies, is attributable to a permanent establishment maintained by the non-U.S. holder in the United States) will generally be subject to U.S. federal income tax on such gain on a net basis in the same manner as a U.S. holder. In addition, a non-U.S. holder that is a corporation may be subject to the 30% branch profits tax on such effectively connected gain described above.

A non-U.S. holder who is an individual present in the United States for 183 days or more in the taxable year of the sale and who meets other requirements will be subject to a flat 30% tax on the gain recognized on the sale, which may be offset by U.S. source capital losses. In addition, the non-U.S. holder may be subject to applicable alternative minimum taxes.

If a non-U.S. holder’s Company Common Shares constitute a United States real property interest under FIRPTA, any gain recognized by such holder on a sale of such shares will be treated as income effectively connected with a U.S. trade or business of the non-U.S. holder and generally will be subject to U.S. federal income tax on a net basis in the same manner as a U.S. holder.

Income Tax Treaties.          If a non-U.S. holder is eligible for treaty benefits under an income tax treaty with the United States, the non-U.S. holder may be able to mitigate certain of the U.S. federal income tax consequences discussed above, such as the branch profits tax. Non-U.S. holders should consult their tax advisor regarding possible relief under an applicable income tax treaty.

U.S. Withholding Tax.          As described above, it is not entirely clear whether the receipt of Merger Consideration by a non-U.S. holder will be treated as a sale or exchange of Company Common Shares (if Notice 2007-55 does not apply) or as a distribution from the Company that is attributable to gain from the deemed sale of its United States real property interests in the Merger (if Notice 2007-55 does apply and the holder does not qualify for the 10% Exception described above). Accordingly, the Company intends to withhold U.S. federal income tax at a rate of 21%, or the then-applicable rate if different from the portion of Merger Consideration that is, or is treated as, attributable to gain from the sale of United States real property interests and paid to a non-U.S. holder unless such holder qualifies for the 10% Exception described above.

A non-U.S. holder may be entitled to a refund or credit against the holder’s U.S. federal income tax liability, if any, with respect to any amount withheld pursuant to FIRPTA, provided that the required information is furnished to the IRS on a timely basis. Non-U.S. holders should consult their tax advisors regarding tax and withholding considerations.

Information Reporting and Backup Withholding

Backup withholding, currently at a rate of 24%, and information reporting may apply to Merger Consideration received in the Merger. Backup withholding will not apply, however, to a holder who:

Backup withholding is not an additional tax and any amount withheld under these rules may be credited against the holder’s U.S. federal income tax liability and may entitle the holder to a refund if required information is timely furnished to the IRS.

Additional Withholding Tax on Payments Made to Foreign Accounts

Withholding taxes may be imposed under Sections 1471 through 1474 of the Code (such Sections commonly referred to as “FATCA”) on certain types of payments made to non-U.S. financial institutions and certain other non-U.S. entities. The application of FATCA to the payment of Merger Consideration made to a non-U.S. holder pursuant to the Merger is not entirely clear. The Company urges Common Shareholders to consult their tax advisors regarding FATCA and the application of these rules to such payment.

Possible Legislative Changes

This discussion is based upon the provisions of the Code, the Treasury Regulations and administrative and judicial interpretations thereof, all as of the date hereof. Those authorities may be changed, perhaps retroactively, so as to result in U.S. federal income tax consequences (including applicable tax rates) different from those summarized above. The Company cannot assure Common Shareholders that a change in law will not alter significantly the tax considerations (including applicable tax rates) that are described herein. The Company has not sought and does not plan to seek any ruling from the IRS, with respect to statements made and the conclusions reached in the above discussion and there can be no assurance that the IRS or any other arm of government, including any court, will agree with these statements and conclusions.

THE FOREGOING DOES NOT PURPORT TO BE A COMPLETE ANALYSIS OF THE POTENTIAL TAX CONSIDERATIONS RELATING TO THE MERGER AND IS NOT TAX ADVICE. THEREFORE, COMMON SHAREHOLDERS ARE STRONGLY URGED TO CONSULT THEIR TAX ADVISORS AS TO THE SPECIFIC TAX CONSEQUENCES TO THEM OF THE MERGER, INCLUDING THE APPLICABILITY AND EFFECT OF U.S. FEDERAL, STATE, LOCAL, NON-U.S. INCOME AND OTHER TAX LAWS IN THEIR PARTICULAR CIRCUMSTANCES.

Delisting and Deregistration of Company Shares

If the Merger is completed, the Company Common Shares and the Company Series C Preferred Shares will be delisted, will no longer be traded on the NYSE and the Company Common Shares will be deregistered under the Exchange Act.

THE MERGER AGREEMENT

The following summarizes the material provisions of the Merger Agreement. This summary does not purport to be complete and may not contain all of the information about the Merger Agreement that is important to you. The summary of the material terms of the Merger Agreement below and elsewhere in this proxy statement is qualified in its entirety by reference to the Merger Agreement, a copy of which is attached to this proxy statement as Annex A and which the Company incorporates by reference into this proxy statement. The Company recommends that you read the Merger Agreement attached to this proxy statement as Annex A carefully and in its entirety, as the rights and obligations of the parties are governed by the express terms of the Merger Agreement and not by this summary or any other information contained in this proxy statement.

The Merger Agreement contains representations and warranties made by, and to, the Company, Parent Parties and Merger Sub. These representations and warranties, which are set forth in the copy of the Merger Agreement attached to this proxy statement as Annex A, were made for the purposes of negotiating and entering into the Merger Agreement between the parties, or may have been used for the purpose of allocating risk between the parties instead of establishing such matters as facts. In addition, these representations and warranties may be subject to important qualifications and limitations agreed to by the parties in connection with negotiating the terms of the Merger Agreement, were made as of specified dates, and may be subject to standards of materiality different from what may be viewed as material to the Company’s shareholders. Moreover, information concerning the subject matter of the representations and warranties, which do not purport to be accurate as of the date of this proxy statement, may have changed since the date of the Merger Agreement and subsequent developments or new information qualifying a representation or warranty may have been included in this proxy statement. You should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or conditions of the Company or its affiliates.

The Merger

Pursuant to the Merger Agreement and in accordance with the MRL and the MLLCA, at the Effective Time, the Company will merge with and into Merger Sub, and the separate existence of the Company will cease, with Merger Sub surviving the Merger, such that following and as a result of the Merger, the Surviving Entity will be controlled by Parent.

At the Effective Time, each Company Common Share issued and outstanding as of immediately prior to the Effective Time (other than Company Common Shares held by the Parent Parties or any of their respective subsidiaries or any of the Acquired Companies) will be converted into the right to receive the Merger Consideration, as discussed in the section of this proxy statement captioned “The Merger Agreement-Treatment of Company Common Shares.”

Following the completion of the Merger, the Company Common Shares and the Company Series C Preferred Shares will be delisted, will no longer be traded on NYSE and the Company Common Shares will be deregistered under the Exchange Act.

Closing Date; Effective Time

The Closing will take place (i) by electronic exchange of documents and signatures five business days following the satisfaction (or waiver, if permitted by applicable law) of the last to be satisfied of the conditions set forth in the Merger Agreement (other than those conditions that, by their nature, are to be satisfied at the Closing, but subject to the satisfaction (or waiver, if permitted by applicable law) of those conditions), or (ii) such other place or date as may be agreed in writing by the Company and Parent.

Effective Time

On the Closing Date, the Company, Parent and Merger Sub will (i) cause Articles of Merger with respect to the Merger to be duly executed and filed with, and accepted for record by, the SDAT as provided under the MRL and the MLLCA and (ii) make any other filings, recordings or publications required to be made by the Company, Parent or Merger Sub under the MRL or MLLCA in connection with the Merger. The Merger will become effective upon the later of such time as the Articles of Merger have been accepted for record by the SDAT, and such time (not to exceed thirty (30) days after the Articles of Merger are accepted by the SDAT) as the parties will have agreed upon and designated in the Articles of Merger in accordance with the MRL and the MLLCA as the effective time of the Merger.

Treatment of Company Common Shares, Company Series C Preferred Shares and Company Restricted Share Awards

Company Common Shares

At the Effective Time, each Company Common Share, or fraction thereof, issued and outstanding as of immediately prior to the Effective Time (other than Company Common Shares held by the Parent Parties or any of their respective subsidiaries or any of the Acquired Companies) will automatically be cancelled and converted into the right to receive an amount in cash equal to $61.20 per share, without interest, upon the proper surrender of book-entry shares and certificated shares evidencing validly issued, fully paid and nonassessable Company Common Shares. The amount in cash payable to the shareholders is also subject to decrease in the event the Company declares and pays any dividends.

Each Company Common Share held by the Parent Parties or any of their respective subsidiaries or any of the Acquired Companies issued and outstanding as of immediately prior to the Effective Time will automatically be cancelled and will cease to exist, and no consideration will be paid therefor nor will any right inure or be made with respect thereto in connection with or as a consequence of the Merger.

Company Series C Preferred Shares

At the Effective Time, each Company Series C Preferred Share issued and outstanding as of immediately prior to the Effective Time will automatically be cancelled and converted into the right to receive one Surviving Entity Series C Preferred Unit, which will have materially the same rights, preferences, privileges and voting powers as the current rights, preferences, privileges and voting powers of the Company Series C Preferred Shares immediately prior to the Effective Time, including with respect to repurchase rights and any other economic or protective rights set forth in the Company’s Declaration of Trust with respect to the Company Series C Preferred Shares. From and after the Effective Time, all Company Series C Preferred Shares will no longer be outstanding and will automatically be cancelled and will cease to exist, and each holder of a Company Series C Preferred Share will cease to have any rights with respect thereto, except for the right to receive the Series C Preferred Consideration therefor in accordance with the terms of the Merger Agreement. We have been advised by the Parent Parties that immediately following the Effective Time, the Parent intends to effectuate a second step merger that will result in each Surviving Entity Series C Preferred Unit issued in the Merger being exchanged for a cash amount equal to the $50.00 liquidation preference per Surviving Entity Series C Preferred Unit plus an amount equal to any accrued and unpaid dividends to, but not including, the Closing Date.

Company Restricted Share Awards

At the Effective Time, each Company Restricted Share Award that is outstanding as of immediately prior to the Effective Time will (a) to the extent not vested, become fully vested, and any applicable performance conditions will be deemed to have been satisfied at the maximum level of performance, and (b) be cancelled and converted into the right to receive a lump sum cash payment equal to the Company Restricted Share Award Consideration, less any required withholding taxes.

No Further Ownership Rights

The Merger Consideration paid upon proper surrender of any certificates (or automatically in the case of book-entry Company Common Shares) will be deemed to have been paid in full satisfaction of all rights pertaining to such certificates or book-entry shares.

From and after the Effective Time, all Company Common Shares will no longer be outstanding and will automatically be cancelled and will cease to exist, and each holder of a Company Common Share will cease to have any rights with respect thereto, except for the right to receive the Merger Consideration therefor in accordance with the terms of the Merger Agreement.

Payment Procedures

At or prior to the Effective Time, Parent will deposit, or cause to be deposited, with a nationally recognized, reputable U.S. bank or trust company that is subject to the Company’s reasonable prior approval (the “Paying Agent”), in a non-interest bearing account, a cash amount in U.S. dollars that is sufficient in the aggregate to enable the Paying Agent to make the payments of the Merger Consideration (the “Exchange Fund”). In the event the Exchange Fund is insufficient to make such payments, Parent will promptly deposit, or cause to be deposited, with the Paying Agent such additional funds to ensure that the Paying Agent has sufficient funds to make such payments. The Paying Agent will make payments, in accordance with the Paying Agent’s customary procedures, of the Merger Consideration out of the Exchange Fund in accordance with the terms of the Merger Agreement.

As soon as practicable after the Effective Time (and in no event later than three business days after the Effective Time), Parent and the Surviving Entity will cause the Paying Agent to mail (and make available for collection by hand) to each person that was, immediately prior to the Effective Time, a holder of record of Company Common Shares evidenced by certificates (each, a “Certificate” and collectively, the “Certificates”), which Company Common Shares were converted into the right to receive the Merger Consideration at the Effective Time pursuant to the Merger Agreement: (i) a letter of transmittal, which will be in a customary form prepared by Parent and the Surviving Entity and reasonably acceptable to the Company and Parent prior to the Effective Time and will specify that delivery will be effected, and risk of loss and title to the Certificates will pass, only upon delivery of the Certificates to the Paying Agent, will have a customary release of all claims against Parent, Merger Sub and the Company arising out of or related to such holder’s ownership of Company Common Shares and (ii) instructions for effecting the surrender of the Certificates in exchange for payment of the Merger Consideration, the forms of which will be subject to the reasonable approval of the Company prior to the Effective Time.

Upon surrender to the Paying Agent of Certificates (or an affidavit of loss in lieu of a Certificate as described below), together with delivery of a properly executed letter of transmittal, the holder of such Certificates will be entitled to receive the amount of cash to which such holder (or transferee) is entitled pursuant to the Merger Agreement, and any Certificate so surrendered will be cancelled. No interest will be paid or accrued on any amount payable upon due surrender of any such Certificate. Exchange of book-entry shares evidencing Company Common Shares will be effected in accordance with The Depository Trust Company’s customary procedures with respect to securities represented by book entry. If any Certificate will have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen or destroyed and, if requested by Parent, the posting by such person of a bond, in such reasonable amount as Parent may direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent (or, if subsequent to the termination of the Exchange Fund, Parent) will issue, in exchange for such lost, stolen or destroyed Certificate, the Merger Consideration into which the Company Common Shares evidenced by such Certificate.

Any portion of the Exchange Fund that remains undistributed to the former holders of the Company Common Shares for twelve (12) months after the Closing Date will be delivered to the Surviving Entity upon demand from the Surviving Entity, and any former holders of the Company Common Shares who have not as of such time complied with the payment procedures outlined in the Merger Agreement will be entitled to look only to the Surviving Entity (and only as general creditors thereof) for payment of the Merger Consideration payable upon surrender of their Company Common Shares. None of Parent, the Surviving Entity, the Company, or the Paying Agent or any other person will be liable to any holder of Company Common Shares for any Merger Consideration, respectively, or other amounts properly delivered to a public official pursuant to any applicable abandoned property, escheat or similar law. Any amounts remaining unclaimed by such holders of Company Common Shares immediately prior to the time at which such amounts would otherwise escheat to, or become the property of, any governmental authority will, to the extent permitted by applicable law, become the property of the Surviving Entity, respectively, free and clear of any claims or interest of any such holders or their successors, assigns or personal representatives previously entitled thereto.

No holder of Company Series C Preferred Shares will be required to deliver a Certificate or an executed Letter of Transmittal to the Paying Agent or the Surviving Entity to receive the Series C Preferred Consideration that such holder is entitled to receive. In lieu thereof, each holder of record of any Company Series C Preferred Shares whose Company Series C Preferred Shares were converted into the right to receive the Series C Preferred Consideration will, upon the Effective Time, be entitled to receive Surviving Entity Series C Preferred Units, and the Surviving Entity will (i) record on its books and records the issuance of the Surviving Entity Series C Preferred Units to each holder of record of Company Series C Preferred Shares as of immediately prior to the Effective Time and (ii) deliver to each such holder written confirmation of such issuance, which confirmation will set forth the number of Surviving Entity Series C Preferred Units issued to such holder.

As of the Effective Time, the Company’s share transfer books will be closed and thereafter there will be no further registration of transfers of Company Common Shares or Company Series C Preferred Shares on the Company’s records. If, after the Effective Time, book-entry shares or Certificates evidencing Company Common Shares or Company Series C Preferred Shares are presented to the Surviving Entity for transfer, they will be cancelled and exchanged for the consideration provided in the Merger Agreement.

Representations and Warranties

The Company has made customary representations and warranties in the Merger Agreement that are subject, in some cases, to specified exceptions and qualifications contained in the Merger Agreement or in the disclosure letter delivered in connection therewith. These representations and warranties relate to, among other things:

Many of the Company’s representations and warranties are qualified by the concept of a “material adverse effect.” Under the Merger Agreement, a “Company material adverse effect” means any event, change, circumstance, occurrence, effect or development (each an “Event”), that, individually or in the aggregate with any other Event, (x) would prevent or materially impair or materially delay the ability of the Acquired Companies to consummate the transactions contemplated by the Merger Agreement or (y) is material and adverse to the business, assets, properties, liabilities, financial condition or results of operations of the Acquired Companies, taken as a whole; provided, however, that, with respect to clause (y), no Event resulting from, attributable to or arising out of any of the following will (either alone or in combination) be deemed to be or constitute a “Company material adverse effect,” and no Event directly or indirectly resulting from, attributable to or arising out of any of the following will be taken into account when determining whether a “Company material adverse effect” has occurred, except (solely with respect to the first six bullet points below) to the extent such Event disproportionately affects the Acquired Companies in a manner relative to other similarly situated companies operating in the United States and in the industry in which the Acquired Companies operate, own or lease properties (in which case, the incremental disproportionate effects may be taken into account (and only to the extent thereof) in determining whether there has occurred a “Company material adverse effect”):

The Merger Agreement also contains customary representations and warranties made, jointly and severally, by Parent Parties that are subject, in some cases, to specified exceptions and qualifications contained in the Merger Agreement or in the disclosure letter delivered in connection therewith. These representations and warranties relate to, among other things:

The representations and warranties of each of the parties to the Merger Agreement will expire at the Effective Time.

Conduct of the Company’s Business Pending the Merger

The Company has agreed that, subject to certain exceptions in the Merger Agreement and the disclosure letter delivered in connection therewith, between the date of the Merger Agreement and the earlier to occur of the Effective Time or the date, if any, on which the Merger Agreement is terminated in accordance with its terms (the “Interim Period”), the Company will, and will cause each subsidiary of the Company to:

The Company has also agreed that, subject to certain exceptions in the Merger Agreement and the disclosure letter delivered in connection therewith, during the Interim Period, the Company will not, and will not cause or permit any other subsidiary of the Company to, do any of the following without the prior written consent of Parent (which consent will not be unreasonably withheld, delayed or conditioned):

Notwithstanding the foregoing, nothing contained in the Merger Agreement will give the Parent Parties, directly or indirectly, the right to control or direct any of the Acquired Companies’ operations prior to the Effective Time, as applicable. Prior to the Effective Time, as applicable, the Company will exercise, consistent with the terms and conditions of the Merger Agreement, complete control and supervision over its and its subsidiaries’ respective operations.

Notwithstanding anything to the contrary set forth in the Merger Agreement, nothing will prohibit the Company from taking any action, or refraining from taking any action, at any time or from time to time, if in the reasonable judgment of the Board (or a committee thereof), upon written advice of counsel to the Company, prior notice to Parent, and (to the extent practicable) after consulting with Parent, such action or inaction is reasonably necessary (i) for the Company (a) to maintain its qualification as a REIT under the Code for any period or portion thereof ending on or prior to the Effective Time, including making dividend or other distribution payments to shareholders of the Company in accordance with the Merger Agreement or (b) avoid or to continue to avoid incurring entity level income or excise taxes under the Code, or (ii) to establish or maintain any exemption from or otherwise avoid the imposition of any requirement that any of the Acquired Companies be registered as an investment company under the Investment Company Act of 1940, as amended, including in the case of clause (i) only, making dividend or any other actual, constructive or deemed distribution payments to shareholders of the Company in accordance with or as otherwise expressly permitted by the Merger Agreement.

Competing Proposals and Obligations of the Board with Respect to its Recommendation

Go-Shop Period

During the Go-Shop Period, the Company, its subsidiaries and its representatives have the right to, directly or indirectly:

As used in this proxy statement:

Promptly (and in any event within one business day) after commencement of the No-Shop Period Start Date, the Company must (i) notify Parent in writing of the identity of each person from whom the Company or any of its subsidiaries received a bona fide written competing proposal after the execution of the Merger Agreement and prior to the No-Shop Period Start Date, (ii) provide Parent a list identifying each Excluded Party as of the No-Shop Period Start Date, and (iii) provide Parent a copy of each such competing proposal and a written summary of any modifications to the financial and other material terms thereof.

Promptly after the No-Shop Period Start Date (and, in any event, within one business day thereafter), the Company must, (i) except if the Company has already done so in respect of the applicable confidentiality agreement, request each person (other than Parent, its affiliates and their respective representatives) that has executed (within one year prior to the date of the Merger Agreement) a confidentiality agreement in connection with any competing proposal or its consideration of any competing proposal to promptly return or destroy all nonpublic information furnished to such person by or on behalf of the Company, or any of the Acquired Companies prior to the No-Shop Period Start Date and (ii) terminate any data room or other diligence access to each such person (and its representatives) described in clause (i); provided that the Company will not be required to take any such action in respect of any third party who is an Excluded Party unless and until such third party ceases to be an Excluded Party (in which case all references in this sentence to the No-Shop Period Start Date will be read as the date on which such third party ceases to be an Excluded Party).

No Solicitation of Transactions

Except as expressly permitted in the Merger Agreement, during the period commencing on (i) (a) with respect to any third party who is an Excluded Party as of the No-Shop Period Start Date, the date on which such third party is no longer an Excluded Party, or (b) with respect to any other person, the No-Shop Period Start Date, and (ii) continuing until the earlier of the Effective Time and the valid termination of the Merger Agreement in accordance with its terms, other than with respect to a third party who is an Excluded Party on the No-Shop Period Start Date (and only until such time as such Excluded Party is no longer an Excluded Party, at which time the no solicitation provisions will become applicable) the Company and its subsidiaries will, and will use its reasonable best efforts to cause their respective representatives to, promptly cease any solicitation, discussions, or negotiations with any persons that may be ongoing with respect to a competing proposal and promptly terminate all physical and electronic dataroom access granted to any such person or its representatives, and not directly or indirectly:

From and following the No-Shop Period Start Date and prior to obtaining the shareholder approval, the Company may, directly or indirectly through one or more of its representatives, participate or engage in discussions or negotiations with, enter into an Acceptable Confidentiality Agreement with, and subject to such Acceptable Confidentiality Agreement, (i) furnish information (including non-public information) relating to any of the Acquired Companies to, or (ii) afford access to the business, properties, assets, books, records or other non-public information or data, or to any personnel of any of the Acquired Companies to, any person or group of persons (including any person or group of persons who has ceased to be an Excluded Party, after such person or group of persons has ceased to be an Excluded Party, and such Competing Proposal will not be deemed to be solicited by reason of the fact that such person or group of persons was solicited while an Excluded Party) that has made, renewed or delivered to the Company a bona fide competing proposal after the date of the Merger Agreement that did not result from a breach of certain obligations of the Company as specified in the Merger Agreement in any material respect and to such person’s representatives (including potential financing sources of such person) and otherwise facilitate such competing proposal or assist such person (and its representatives and financing sources) with such competing proposal; provided that:

In addition, the Acquired Companies and their representatives may (i) contact and engage in any communications, negotiations or discussions in order to seek to clarify and understand the terms and conditions of any inquiry or proposal made by any person solely to determine whether such inquiry or proposal constitutes or is reasonably likely to result in a Superior Proposal, and (ii) inform a person that has made or is considering making a competing proposal of the applicable provisions of the Merger Agreement.

During the period commencing on the No-Shop Period Start Date and continuing until the earlier of the Effective Time and the valid termination of the Merger Agreement in accordance with its terms, the Company will promptly (but no later than twenty-four (24) hours) after receipt of any competing proposal (other than with respect to an Excluded Party, until such time as such person is no longer an Excluded Party):

The Company has also agreed that none of the Acquired Companies will enter into any confidentiality agreement with any person that prohibits any Acquired Company from providing any information required to be provided to Parent in accordance with the terms of the Merger Agreement.

During the period commencing on the No-Shop Period Start Date and continuing until the earlier of the Effective Time and the valid termination of the Merger Agreement in accordance with its terms, the Company will not grant any waiver or release under any standstill, confidentiality or similar agreement or provision to which the Company or any of its subsidiaries is a party; provided, however, prior to receipt of the shareholder approval, the Company may grant a waiver or release under any such standstill, confidentiality or similar agreement or provision, solely to allow for a competing proposal or amendment to a competing proposal to be made to the Board (provided that such waiver contains an express acknowledgment that such person cannot, directly or indirectly, acquire any securities of the Company or its subsidiaries prior to the valid termination of the Merger Agreement in accordance with its terms), if the Board determines in good faith (after consultation with the Company’s financial advisor and outside legal counsel) that the failure to take such action would be inconsistent with the duties of the trustees of the Board under applicable law.

Obligations of the Board with Respect to its Recommendation

Except in certain circumstances specified in the Merger Agreement, during the period commencing on the date of the Merger Agreement and continuing until the earlier of the Effective Time and the valid termination of the Merger Agreement in accordance with its terms, the Board will not:

Any action in the first five bullet points above is referred to as an “Adverse Recommendation Change.”

At any time prior to obtaining the shareholder approval, if the Company receives a written competing proposal (that did not result from a breach of the terms of the Merger Agreement in any material respect) that the Board (or, if appropriate, any committee thereof) has determined in good faith based upon the information then-available (after consultation with the Company’s financial advisor and outside legal counsel) constitutes a Superior Proposal, then the Board (or, if appropriate, any committee thereof) may make an Adverse Recommendation Change with respect to such competing proposal or terminate the Merger Agreement to enter into an alternative acquisition agreement with respect to such competing proposal substantially concurrently with such termination (and provided that prior to or concurrently with, and as a condition to the effectiveness of, such termination the Company pays the Company Termination Payment in full to Parent); provided, however, that the Board (or any committee thereof) will not take any such action, unless:

For purposes of the Merger Agreement, “intervening event” means a change in circumstances or development occurring or arising after the date of the Merger Agreement that materially affects the business, assets or operations of the Acquired Companies, taken as a whole, and that was not known or reasonably foreseeable to the Board prior to the execution of the Merger Agreement (or, if known, the material consequences of which were not reasonably foreseeable to the Board) and becomes known to the Board prior to receipt of the shareholder approval; provided, however, none of the following will constitute, or be considered when determining when there has been an intervening event: (i) existence or terms of a competing proposal or (ii) changes in the market price or trading volume of Company Common Shares or the fact that the Company meets or exceeds internal or published projections, budgets, forecasts or estimates of revenues, earnings or other financial results for any period (provided, however, that the underlying causes of such change or fact will not be excluded by this clause (ii) in determining whether an “intervening event” has occurred).

Notwithstanding anything to the contrary in the Merger Agreement, at any time prior to receipt of the shareholder approval, the Board (or, if appropriate, any committee thereof) may effect an Adverse Recommendation Change in response to an intervening event, if the Board (or, if appropriate, any committee thereof) determines in good faith (after consultation with the Company’s financial advisor and outside legal counsel), that the failure to do so would be inconsistent with the duties of the trustees of the Board under applicable law; provided, however, that the Board (or any committee thereof) will not take any such action, unless:

Nothing contained in the Merger Agreement prohibits the Company, the Board or the Company’s representatives from:

Special Meeting

Under the Merger Agreement, the Company is required, as promptly as reasonably practicable following the clearance of the proxy statement by the SEC, in accordance with applicable law and the Company’s organizational documents and after consultation with Parent, to set a record date for, duly call, give notice of, convene and hold a Special Meeting of the Company’s shareholders for the purpose of obtaining the shareholder approval. The Company may postpone, recess or adjourn the Special Meeting, following consultation with Parent, solely:

provided that no such adjournment or postponement pursuant to the second or third bullet point above will delay the Special Meeting by more than thirty (30) days, in the aggregate, from the prior-scheduled date. Notwithstanding the foregoing, the Company will, at the request of Parent, to the extent permitted by law, adjourn the Special Meeting to a date mutually agreed to by the Company and Parent for the absence of a quorum or if the Company has not received proxies evidencing a sufficient number of Company Common Shares for the shareholder approval; provided that no such adjournment pursuant to this sentence will be required to be for a period exceeding ten (10) business days, in the aggregate.

Except in the case of an Adverse Recommendation Change, the Company (as discussed in the section of this proxy statement captioned “The Merger Agreement-Competing Proposals and Obligations of the Board with Respect to its Recommendation”) through the Board, will (i) recommend to its shareholders that they approve the Merger and (ii) include such recommendation in this proxy statement.

Efforts Obligations; Regulatory Approvals

Each party to the Merger Agreement has agreed to, and will cause their respective subsidiaries to, use its reasonable best efforts to, as promptly as practicable and in any event prior to the Outside Date:

Each of the Parent Parties will avoid or eliminate each and every impediment under antitrust or similar law that may be asserted by any governmental authority with respect to the Merger Agreement so as to make effective as promptly as practicable the Merger and the other transactions contemplated by the Merger Agreement and to avoid any action or proceeding which would otherwise have the effect of preventing or delaying the Closing beyond the Outside Date. Parent will (i) propose, negotiate, commit to and effect, by consent decree, hold separate order or otherwise, conduct of business restrictions, a sale or disposition of such assets or businesses as are required to be divested or a license or grant of commercialization rights to businesses, product lines, fields of use, divisions, business arrangements, contracts, assets or interests therein of Parent or its affiliates (including, after the Closing, the Surviving Entity and its affiliates); (ii) agree to amend any venture or other arrangement of Parent or its affiliates (including, after the Closing, the Surviving Entity and its affiliates); (iii) use its respective reasonable best efforts to contest and resist any action and to have vacated, lifted, reversed or overturned any order that may result from such action, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the transactions contemplated by the Merger Agreement, and (iv) otherwise take or commit to take actions that after the Closing would limit Parent’s or its subsidiaries’ (including, after the Closing, the Surviving Entity’s) freedom of action with respect to, or their ability to retain, one or more of their assets (whether tangible or intangible), products, or businesses, in each case as may be required in order to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order that would otherwise have the effect of preventing or delaying the Closing; provided that none of the Parent Parties, the Company or any of its subsidiaries will be required to become subject to, or agree to or otherwise take any action with respect to, any requirement, condition, understanding, agreement or order to sell, divest, license, hold separate or otherwise dispose of, or to conduct, restrict, operate, invest or otherwise change the assets, operations or business of the Company or any of its subsidiaries, unless such requirement, condition, understanding, agreement or order (i) is binding on or otherwise applicable to the Company or its subsidiaries only from and after the Closing in the event that the Closing occurs; and (ii) together with all other requirements, conditions, understandings, agreements or order would not reasonably be expected to have a material adverse effect on the value of the transactions contemplated by the Merger Agreement to Parent; provided, further, that in no event will the Parent Parties or the Company or any of its subsidiaries be required to pay (and the Company will not, without the consent of Parent (not to be unreasonably withheld), commit to pay), directly or indirectly, prior to the Closing any fee, penalty or other consideration, or incur any liability, to any third party for any consent required for or triggered by the consummation of the transactions contemplated by the Merger Agreement.

Each of the parties will use, and cause each of their respective affiliates to use, its and their respective commercially reasonable efforts in obtaining all necessary consents from any persons (other than governmental authorities) required for or triggered by the Merger and the other transactions contemplated by the Merger Agreement (excluding any Assumption); provided that neither the Company nor any of the Acquired Companies will be required to become subject to, or consent or agree to or otherwise take any action with respect to, any requirement, condition, understanding, agreement or order to sell, divest, license, hold separate or otherwise dispose of, or to conduct, restrict, operate, invest or otherwise change the assets, operations or business of the Company or any of its subsidiaries, unless (i) such requirement, condition, understanding, agreement or order is binding on or otherwise applicable to the Company or its subsidiaries only from and after the Closing in the event that the Closing occurs and (ii) Parent has consented to such requirement, condition, understanding, agreement or order; provided, further, that in no event will the Company or any of its subsidiaries be required to pay (and the Company will not, without the consent of Parent, commit to pay), directly or indirectly, prior to the Closing any fee, penalty or other consideration, or incur any liability, to any third party for any non-governmental consent. The Company will have satisfied these obligations if the Company uses its commercially reasonable efforts to comply with such obligations whether or not any non-governmental consents are successful or obtained.

Each of the parties will, and will cause their respective affiliates to, furnish the other with such necessary information and reasonable assistance as requested by the other in connection with the preparation of any such required applications, notices, registrations and requests, as may be required or advisable to be filed with any governmental authority, and each party will cooperate in responding to any inquiry from a governmental authority, including promptly informing the other party of such inquiry, consulting in advance before making any presentations or submissions to a governmental authority, and supply each other with copies of all material correspondence, filings or communications with respect to the Merger Agreement between either party and any governmental authority. To the extent reasonably practicable, the parties or their representatives will have the right to review in advance and each of the parties will consult with the others on, all the information relating to the other and each of their affiliates that appears in any filing made with, or written materials submitted to, any governmental authority in connection with the Merger and the other transactions contemplated by the Merger Agreement (except that confidential competitively sensitive business information may be redacted from such exchanges). To the extent reasonably practicable, neither party nor their respective representatives will participate independently in any meeting or engage in any conversation with any governmental authority in respect of any filing, investigation or other inquiry without giving the other party prior notice of such meeting or substantive conversation and, to the extent permitted by applicable law, without giving the other party the opportunity to attend or participate (whether by telephone or in person) in any such meeting with such governmental authority. Notwithstanding anything to the contrary in the Merger Agreement, Parent will have the sole right to control and direct all antitrust strategy in connection with the review of the transactions contemplated by the Merger Agreement by any governmental authority, or any litigation by, or negotiations with, any antitrust authority or other person relating to any antitrust law or similar law, and will take the lead in all meetings, discussions, and communications with any governmental authority relating to obtaining approval under any antitrust law or similar law for the transactions contemplated by the Merger Agreement; provided that Parent will consult with and consider in good faith the comments of the Company in connection with any filing, communication, defense, litigation, negotiation, or strategy relating to antitrust matters.

Parent has agreed, on behalf of itself and its affiliates, that, between the date of the Merger Agreement and the Closing, Parent will not, and will cause its affiliates not to, directly or indirectly, acquire, purchase, lease or license (or agree to acquire, purchase, lease or license), by merging with or into or consolidating with, or by purchasing a substantial portion of the assets of or equity in, or by any other manner, any business or any corporation, partnership, association or other business organization or division or part thereof, or any securities or collection of assets, or take any other action or refrain from taking any action, if doing so could (i) result in any material delay in obtaining, or increase the risk of not obtaining, any consent of any governmental authority or any non-governmental consent in connection with the Merger and the other transactions contemplated by the Merger Agreement or (ii) restrict, prevent, prohibit, impede or materially delay the consummation of the Merger and the other transactions contemplated by the Merger Agreement; provided that the foregoing will not apply to any part of Canada Pension Plan Investment Board or Brookfield Corporation and/or their respective affiliates (including any portfolio companies thereof) other than CPP Investment Board Private Holdings (6) Inc. and Brookfield Property Group. Nothing contained in the Merger Agreement will permit any Parent Party, directly or indirectly, the right to control or direct the operations of the Company prior to the consummation of the Merger. Prior to the Closing, the Company will exercise, consistent with the terms and conditions of the Merger Agreement, complete unilateral control and supervision over its business operations.

Notwithstanding anything to the contrary in the Merger Agreement, nothing set forth in the Merger Agreement, requires Brookfield Corporation or Canada Pension Plan Investment Board or any of their respective affiliates (in each case other than Parent and its subsidiaries, and, following the Closing, the Surviving Entity and its subsidiaries) to offer, agree to, accept or implement any action or otherwise be required to take any action, including selling, divesting, disposing of, licensing, holding separate, giving any undertaking or any other action that limits in any respect its freedom of action with respect to, or ability to retain, develop or acquire, any properties, assets, business, products, rights, services or licenses, of Brookfield or CPP Investment Board Private Holdings (6) Inc. or any of their respective affiliates (in each case other than Parent and its subsidiaries, the Company and its subsidiaries, and, following the Closing, the Surviving Entity and its subsidiaries).

Transaction Litigation

The Company and its representatives will promptly notify the Parent Parties, and the Parent Parties and their representatives are required to promptly notify the Company, of any action, including legal proceedings, commenced or, to such party’s knowledge, threatened against such party or any of its subsidiaries, respectively, or any of their respective trustees, directors, officers or partners relating to the Merger Agreement, the Merger or the transactions contemplated by the Merger Agreement, and to keep the other parties, as applicable, reasonably informed with respect to the status thereof. The Company and its representatives will give Parent the opportunity to reasonably participate in the defense and settlement of any shareholder or unitholder litigation against the Company or any of its trustees, directors, officers or partners relating to the Merger Agreement and the transactions contemplated by the Merger Agreement. Neither the Company nor any Parent Party will enter into any settlement in respect of any litigation against the Parent Parties or the Company, as applicable, or any of their respective trustees, directors, officers or partners relating to the Merger Agreement and the transactions contemplated by the Merger Agreement, without the other party’s prior written consent (not to be unreasonably withheld, conditioned or delayed).

Employee Matters

From and after the Effective Time, the Surviving Entity will (and Parent will cause the Surviving Entity or any of their respective subsidiaries or affiliates to) assume and honor all Company benefit plans in accordance with their terms as in effect immediately prior to the Effective Time or as such terms may be amended in accordance with the applicable Company benefit plans after the Effective Time. Notwithstanding the foregoing, for a period commencing on the Closing and continuing for a period of twelve (12) months after the Closing Date (or, if earlier, a Continuing Employee’s termination of employment), Parent will, or will cause the Surviving Entity or one of their respective subsidiaries or affiliates (including, following the Effective Time, each of the Acquired Companies) to, provide to each individual who is employed by an Acquired Company as of immediately prior to the Merger Effective Time and who continues to be actively employed by the Surviving Entity (or any other Acquired Company), referred to herein as a “Continuing Employee” during such Continuing Employee’s period of employment (i) an annual base salary or hourly wage rate (as applicable) at least equal to the annual base salary or hourly wage rate (as applicable) provided to such Continuing Employee as of immediately prior to the Effective Time, (ii) target annual cash bonus opportunities that are no less favorable than the target annual cash bonus provided to such Continuing Employee immediately prior to the Effective Time, (iii) severance benefits and protections that are no less favorable than those provided to such Continuing Employee immediately prior to the Effective Time and (iv) retirement, health, welfare and employee and fringe benefits (excluding equity and other long-term incentive, change in control, retention, severance, post-employment welfare, and defined benefit pension benefits), that are no less favorable in the aggregate than those provided to such Continuing Employee immediately prior to the Effective Time. In addition, without limiting the generality of the foregoing, Parent will, or will cause the Surviving Entity or one of its subsidiaries or affiliates (including, following the Effective Time, each of the Acquired Companies), to continue to maintain the Company’s 401(k) plan during the period commencing on the Closing until at least December 31 of the plan year in which the Closing occurs on terms no less favorable to participants than those as of immediately prior to the Effective Time and to make safe harbor nonelective and discretionary nonelective contributions (“Employer Contributions”) thereunder with respect to the plan year in which the Closing occurs that are calculated on a basis and funded on a frequency that are no less favorable to participants than the basis and frequency used to calculate and fund such Employer Contributions with respect to the plan year immediately prior to the year in which the Closing Date occurs.

For purposes of vesting, eligibility to participate, benefit accrual and for calculating severance and vacation entitlements and accruals under the employee benefit plans of Parent, the Surviving Entity or any of their respective subsidiaries or affiliates (including, following the Effective Time, each of the Acquired Companies) (each, a “New Plan”), each Continuing Employee will be credited with his or her years of service with the Company, its affiliates or their respective predecessors before the Effective Time, to the same extent as such Continuing Employee was entitled before the Effective Time, to credit for such service under any similar Company benefit plan in which such Continuing Employee participated or was eligible to participate immediately prior to the Effective Time; provided that the foregoing will not apply to the extent that its application would result in a duplication of benefits with respect to the same period of service. In addition, (i) each Continuing Employee will be immediately eligible to participate, without any waiting time, in any and all New Plans to the extent that coverage under such New Plans replaces a Company benefit plan in which such Continuing Employee participated immediately prior to the Effective Time (such plans, collectively, the “Old Plans”) and (ii) for purposes of each New Plan providing medical, dental, pharmaceutical or vision benefits to any Continuing Employee, Parent will (or will cause the Surviving Entity to) use commercially reasonable efforts to cause all eligibility waiting periods, pre-existing condition exclusions and actively-at-work requirements of such New Plan to be waived for such Continuing Employee and his or her spouse and any covered dependent(s), unless such conditions would not have been waived under the comparable Old Plans, and Parent will (or will cause the Surviving Entity to) cause any eligible expenses incurred by such Continuing Employee and his or her spouse and any covered dependent(s) during the portion of the plan year of the Old Plans ending on the date such Continuing Employee’s participation in the corresponding New Plan begins to be taken into account under such New Plan for purposes of satisfying all deductible, coinsurance and maximum out-of-pocket requirements applicable to such Continuing Employee and his or her spouse and any covered dependent(s) for the applicable plan year as if such amounts had been paid in accordance with such New Plan.

None of the foregoing employee matters covenants (i) will limit the ability of Parent, the Company, the Surviving Entity or any of their respective affiliates to amend, modify, or terminate any benefit or compensation plan, policy, program, agreement, contract or arrangement at any time assumed, established, sponsored or maintained by any of them (subject to the obligations set forth in the foregoing employee matters covenants), (ii) will be deemed or construed to amend, establish, or modify any benefit or compensation plan, policy, program, agreement, contract or arrangement, (iii) will prevent Parent, the Company, the Surviving Entity or any of their respective affiliates from terminating the employment of any Continuing Employee, or (iv) create any third party beneficiary rights in any person (including to enforce the provisions of the Merger Agreement or any right to employment or continued employment, and including any rights in any Continuing Employee or any dependent or beneficiary thereof).

Financing Cooperation; Assumption

Prior to the Closing Date, the Company will use its commercially reasonable efforts to provide, and will use its commercially reasonable efforts to cause its representatives to provide, and to cause each subsidiary of the Company to use its commercially reasonable efforts to provide, to the Parent Parties, in each case at Parent’s sole expense, all cooperation reasonably necessary and customary in connection with the arrangement of the Debt Financing, which cooperation is reasonably requested in writing by Parent and will include using commercially reasonable efforts to:

provided, however, that notwithstanding anything to the contrary in this paragraph, the Company and its subsidiaries will not be required to provide any information, documents or materials in accordance with this paragraph to the extent such information, documents or materials have been (i) made available to Parent or its representatives in the electronic data room established in connection with the transactions contemplated by the Merger Agreement or (ii) otherwise provided to, or are in the possession of or reasonably accessible to, Parent or its representatives.

The Company will use commercially reasonable efforts to deliver to Parent at least two business days prior to the Closing Date an appropriate and customary payoff letter with respect to the Indebtedness set forth in the disclosure letter (the “Payoff Letters”), specifying the aggregate payoff amount of the Company’s obligations (including principal, interest, fees, expenses, premium (if any) and other amounts payable in respect of such Indebtedness) that will be outstanding under such Indebtedness as of the Closing and providing for a release of all guarantees (subject to customary surviving obligations) and liens, if any, thereunder upon the receipt of the payoff amounts specified in the Payoff Letters (it being understood and agreed that the Parent Parties will be responsible for paying all amounts under the Payoff Letters, and which releases will only be effective at or after the Closing).

Upon the terms and subject to the conditions set forth in the Merger Agreement, the Company will use, and cause each subsidiary of the Company to use, its and their respective commercially reasonable efforts to take any actions that are reasonably requested by Parent in writing to obtain any Assumption; provided that no Acquired Company will be required to:

Obtaining any Assumption is not a condition to Closing and the consummation of the transactions contemplated by the Merger Agreement will not be conditioned on, or delayed or postponed as a result of the obtaining of (or the failure to obtain) any Assumption. For the avoidance of doubt, the parties acknowledge and agree that the provisions set forth in the Merger Agreement regarding the Assumption represent the sole obligation of the Acquired Companies and their respective affiliates with respect to cooperation in connection with the Assumptions.

The Company will have satisfied its obligations discussed above if the Company used its commercially reasonable efforts to comply with such obligations whether or not any applicable deliverables are actually obtained or provided. Notwithstanding the foregoing, the Company will not be required to provide, or cause its subsidiaries or its subsidiaries’ respective representatives to provide, cooperation to the extent that it:

In no event will the Acquired Companies be required to pay any commitment or other fee or give an indemnity or incur any liability (including due to any act or omission by the Acquired Companies or any of their respective affiliates or representatives) or expense (including legal and accounting expenses) in connection with assisting the Parent Parties in arranging the Financing or any Assumption or as a result of any information provided by the Company, its subsidiaries or any of their respective affiliates or representatives in connection with the Financing or any Assumption.

Notwithstanding anything to the contrary, the Company, its subsidiaries and its representatives will be deemed to have performed in all material respects all obligations, and complied in all material respects with all agreements and covenants, required to be performed by it in respect of the foregoing covenants, and any breach of such covenants will not be considered in determining the satisfaction of any condition to Closing, unless such breach constitutes a material breach that is a consequence of a deliberate act or omission undertaken by the Company with the knowledge or intent that the taking of such act or failure to take such action could cause or constitute a material breach of the Merger Agreement, whether or not breaching the Merger Agreement is the conscious object of such act or omission.

Parent is required to reimburse certain costs and indemnify the Financing Indemnified Parties (as defined in the Merger Agreement) in connection with the financing cooperation obligations, and such persons are entitled to enforce those provisions of the Merger Agreement.

Financing of the Merger

The Merger is not conditioned on any financing arrangements. The Parent Parties have represented in the Merger Agreement that Parent or Merger Sub had fully paid any and all commitment fees or other fees due as of or prior to the date of the Merger Agreement in connection with the Financing Commitment Letters. The Parent Parties have also represented that the net proceeds contemplated by the Financing Commitment Letters (both before and after giving effect to any “flex” provisions contained in the Debt Commitment Letters) in the aggregate will be sufficient for the Parent Parties and the Surviving Entity to pay all amounts required to be paid by them on the Closing Date in connection with the Merger and Financing Commitment Letters (including payment of the Merger Consideration, payment of the Series C Preferred Consideration, repayment or refinancing of debt of any Acquired Company contemplated by the Merger Agreement or the Debt Commitment Letters, payment of all amounts discussed in the section of this proxy statement captioned “The Merger-Interests of the Company’s Trustees and Executive Officers in the Merger-Treatment of Company Restricted Share Awards,” in each case, on the Closing Date, and payment of all other fees and expenses and obligations required to be paid or satisfied by Parent or Merger Sub on the Closing Date in connection with the Merger and the Financing).

Each Parent Party has agreed to use its respective reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to arrange, obtain and consummate the Financing in an amount required to satisfy the Required Amount not later than the Closing Date on the terms and conditions described in or contemplated by the Financing Commitment Letters (or on other terms with respect to conditionality, availability, timing and amount that are not less favorable to the Parent Parties than those set forth in the Financing Commitment Letters on the date of the Merger Agreement and otherwise on terms and conditions as would not have certain results, events or consequences set forth in the Merger Agreement), including using reasonable best efforts to:

None of the Parent Parties will permit or consent to or agree to any amendment, restatement, replacement, supplement, termination or other modification or waiver of any provision or remedy under, (i) any Equity Commitment Letter (other than to increase the amount of Equity Financing (as defined in the Merger Agreement) available thereunder), (ii) any Guarantee, or (iii) the Debt Commitment Letters, in each case, without the prior written consent of the Company, if such amendment, restatement, supplement, termination, modification or waiver would (a) impose new or additional conditions precedent to the funding of the Financing or would otherwise adversely change, amend, modify or expand any of the conditions precedent to the funding of the Financing, (b) be reasonably expected to prevent or delay the availability of all or a portion of the Financing necessary to pay the Required Amount or the consummation of the transactions contemplated by the Merger Agreement, (c) reduce the aggregate amount of the Financing below the amount necessary to pay the Required Amount, or (d) otherwise adversely affect the ability of Parent or Merger Sub to enforce their rights under the Financing Commitment Letters; provided that Parent may amend the Debt Commitment Letters to add lenders, lead arrangers, bookrunners, syndication agents or other entities who had not executed the Debt Commitment Letters as of the date of the Merger Agreement, subject to the restrictions set forth in the Nondisclosure Agreement.

In the event that any portion of the Debt Financing in an amount required to pay the Required Amount becomes unavailable on the terms and conditions contemplated in the Debt Commitment Letters, Parent will promptly (and in any event within twenty-four (24) hours) notify the Company of such unavailability and Parent will use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to arrange to obtain alternative financing on terms and conditions not less favorable to Parent (as determined in the reasonable judgment of Parent) than the terms and conditions contained in the Debt Commitment Letters in an amount sufficient, when added to the portion of the Financing that is and remains available and taking into account any available Equity Financing, to pay the Required Amount (“Alternative Financing”) and to obtain and promptly provide the Company with a copy of the new executed commitment letter that provides for such Alternative Financing (the “Alternative Financing Commitment Letter”).

Prior to the Closing Date, (i) upon the request of the Company, Parent will keep the Company reasonably informed in reasonable detail of the status of its efforts to arrange and consummate the Debt Financing and (ii) Parent will promptly inform the Company upon the occurrence of any material development with respect to the Debt Financing. Further, Parent will give the Company prompt written notice (and in any event within twenty-four (24) hours) after the Parent Parties obtain knowledge (i) of any default or breach (or any event that, with or without notice, lapse of time or both, could, or could reasonably be expected to, give rise to any default or breach) by any party under any of the Financing Commitment Letters or the Definitive Financing Agreements, (ii) of any termination of any of the Financing Commitment Letters, (iii) of the receipt by the Parent Parties of any written notice or other written communication from any investor or Debt Financing Sources with respect to any (a) actual or potential default, breach, termination or repudiation of any Financing Commitment Letter or any Definitive Financing Agreement, or any material provision thereof, in each case by any party thereto, or (b) material dispute or disagreement between or among any parties to any Financing Commitment Letter or the Definitive Financing Agreements that would reasonably be expected to prevent or materially delay the Closing or make the timely funding of the Financing required to pay the Required Amount on the Closing Date materially less likely to occur or give rise to a right of termination under any such arrangement, and (iv) of the occurrence of any event or development that would reasonably be expected to adversely impact the ability of the Parent Parties to obtain all or any portion of the Financing necessary to pay the Required Amount. Without limitation of the foregoing, upon the request of the Company from time to time, Parent will promptly update the Company on the activity and developments of its efforts to arrange and obtain the Financing, including by providing copies of all definitive agreements (and drafts of all offering documents and marketing materials) related to the Financing, and any amendments, modifications or replacements to any Financing Commitment Letters (or any Alternative Financing Commitment Letter).

Each of the Parent Parties will, and will cause their respective subsidiaries and affiliates to, use commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable to obtain or complete the Assumptions.

Requested Transactions

During the period between (x) the later of the No-Shop Period Start Date and, in the event there is an Excluded Party, the Cut-Off Time in respect of the last Excluded Party and (y) the earlier to occur of the Effective Time and the date, if any, on which the Merger Agreement is terminated in accordance with its terms, the Company will use its commercially reasonable efforts to provide (at Parent’s sole cost and expense) such cooperation and assistance as Parent may reasonably request in writing to:

provided, however, that:

The Merger Agreement requires the Company to provide certain cooperation reasonably requested by Parent in connection with the Requested Transactions, subject to the limitations set forth in the Merger Agreement. Parent is required to reimburse certain costs and indemnify the Requested Transactions Indemnified Persons (as defined in the Merger Agreement) in connection with such Requested Transactions, and such persons are intended third-party beneficiaries of, and may enforce, those provisions of the Merger Agreement.

Certain Other Covenants

The Merger Agreement contains certain other covenants of the parties to the Merger Agreement relating to, among other things:

Conditions to the Merger

The respective obligations of each party to the Merger Agreement to effect the Merger and to consummate the other transactions contemplated by the Merger Agreement are subject to the satisfaction or, to the extent permitted by law, valid waiver by each of the parties, at or prior to Closing, of the following conditions:

The obligations of the Parent Parties to effect the Merger and to consummate the other transactions contemplated by the Merger Agreement are subject to the satisfaction or, to the extent permitted by law, waiver by Parent, at or prior to the Closing, of the following additional conditions:

The obligations of the Company to effect the Merger and to consummate the other transactions contemplated by the Merger Agreement are subject to the satisfaction or, to the extent permitted by law, waiver by the Company, at or prior to the Closing, of the following additional conditions:

Termination of the Merger Agreement

The Company and Parent may mutually agree to terminate the Merger Agreement and abandon the Merger at any time prior to the Effective Time, even after the Company has obtained the shareholder approval.

Termination by Either the Company or Parent

In addition, either the Company or Parent may terminate the Merger Agreement upon prior written notice to the other party at any time prior to the Effective Time, even after the Company has obtained the shareholder approval, if:

Termination by Parent

Parent may also terminate the Merger Agreement, upon prior written notice to the Company, at any time prior to the Closing, even after the Company has obtained the shareholder approval, if:

Parent Termination Payment

Parent has agreed to pay to the Company the Parent Termination Payment if:

Termination by the Company

The Company may also terminate the Merger Agreement, upon prior written notice to Parent, at any time prior to the Closing, even after the Company has obtained the shareholder approval, if: