Page 20 of 32 – SEC Filing
(d) No Reporting Person, nor any person listed on Schedule A, has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). |
(e) No Reporting Person, nor any person listed on Schedule A, has, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. |
(f) Messrs. Loukas, Lorber and George are citizens of the United States of America. Messrs. Manji and Salim Manji are citizens of Canada. The jurisdiction of formation of each of the other Reporting Persons is set forth in Item 2(a). The citizenship of the persons listed on Schedule A is set forth therein. |
Item 3. | SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION |
The Stapled Units purchased by each of the Value Fund, the Master Fund and the Canadian Fund, the Stapled Units held in the Separately Managed Accounts and the Stapled Units held by the Albert Fried Trust, were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business). The Stapled Units purchased by each of Sandpiper Real Estate LP and Stone Opportunity LP were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business). | |
The aggregate purchase price of the 703,500 Stapled Units owned directly by the Value Fund is approximately $24,017,652.00, including brokerage commissions. The aggregate purchase price of the 410,757 Stapled Units owned directly by the Master Fund (including options to purchase 230,600 Stapled Units) is approximately $13,454,780.88, including brokerage commissions. The aggregate purchase price of the 10,424 Stapled Units owned directly by the Canadian Fund (including options to purchase 16,200 Stapled Units) is approximately $353,964.79, including brokerage commissions. The aggregate purchase price of the 258,819 Stapled Units held in the Separately Managed Accounts (including options to purchase 144,200 Stapled Units) is approximately $8,549,538.80, including brokerage commissions. The aggregate purchase price of the 21,000 Stapled Units held by the Albert Fried Trust is approximately $730,707.29, excluding brokerage commissions. The aggregate purchase price of the 255,225 Stapled Units owned directly by Sandpiper Real Estate LP is approximately $8,270,322.89, including brokerage commissions. The aggregate purchase price of the 868,850 Stapled Units owned directly by Stone Opportunity LP is approximately $29,059,788.76, including brokerage commissions. The Stapled Units were purchased by each of the Reporting Persons using Canadian Dollars. Unless otherwise noted, the amounts reported in this Schedule 13D were converted into U.S. Dollars based on the Bank of Canada noon rate of exchange reported on April 28, 2017, which was CA$1.00 = US$0.732. |
Item 4. | PURPOSE OF TRANSACTION |
The Reporting Persons acquired beneficial ownership of the Stapled Units for investment purposes because they believed the Stapled Units represented an attractive investment opportunity. The Reporting Persons believe that the Stapled Units at current market prices are undervalued. |