Page 21 of 32 – SEC Filing
| On April 25, 2017, FrontFour Capital and Sandpiper GP entered into a Group Agreement (the “Group Agreement”), for the purpose of (i) engaging in private discussions with the REIT and the GP regarding their business, assets, capitalization, financial condition, operations, management, each respective board, including board composition matters, strategy, strategic alternatives and future plans; (ii) taking all other actions with respect to the foregoing; (iii) taking any other actions the Reporting Persons determine to undertake in connection with their respective investments in the REIT and the GP, all to the extent permitted by the Group Agreement; and (iv) determining the division of costs and expenses related to the foregoing. The foregoing summary of the Group Agreement is qualified in its entirety by reference to the full text of the Group Agreement, a copy of which is attached hereto as Exhibit 2 and is incorporated by reference herein. |
| On April 19, 2017, FrontFour Capital and the Albert Fried Trust entered into the Amended and Restated Agreement to Invest (the “Agreement to Invest”), under which the Albert Fried Trust agreed to invest in the Stapled Units, and the purchase, disposition and voting of the REIT’s units and the GP’s common shares shall be directed by FrontFour Capital. |
| The Reporting Persons have engaged in discussions with the board of trustees of the REIT (the “REIT Board”), the board of directors of the GP (the “GP Board”), other unitholders of the REIT and shareholders of the GP and may continue to engage in discussions with the REIT Board, GP Board, other unitholders of the REIT and shareholders of the GP, management and other relevant parties concerning the business, assets, capitalization, financial condition, operations, management, the REIT Board and the GP Board, strategy, strategic alternatives and future plans of the REIT and GP. The Reporting Persons may consider, formulate, discuss and seek to cause the REIT Board and GP Board to implement various plans or proposals intended to enhance unitholder or shareholder value, respectively, or enhance the value of the assets of the REIT or GP, respectively, including plans or proposals that may involve changes to board structure and composition, capital allocation, portfolio diversification and strategic transactions. Any such actions or transactions may be taken, advocated by, or involve the Reporting Persons alone or in conjunction with other unitholders or shareholders, financing sources and/or other third parties, and could include proposing or considering one or more of the actions described in subsections (a) through (j) of Item 4 of Schedule 13D. |
| The Reporting Persons intend to review their investments in the REIT and GP on a continuing basis. Depending on various factors, including, without limitation, the financial position and strategic direction of the REIT and GP, actions taken by the REIT Board or GP Board, price levels of the Stapled Units, other investment opportunities available to the Reporting Persons, concentration of positions in the portfolios managed by the Reporting Persons, market conditions and general economic and industry conditions, the Reporting Persons may take such actions with respect to their investment as they deem appropriate, including, without limitation, purchasing additional Stapled Units or other financial instruments related to the REIT or GP or the Stapled Units or selling some or all of the Stapled Units, engaging in hedging or similar transactions involving securities relating to the REIT or GP or the Stapled Units and/or otherwise changing their intention with respect to any and all matters referred to in subsections (a) through (j) of Item 4 of Schedule 13D. |
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