Retail Opportunity Investments (ROIC) PREM14APreliminary proxy related to merger

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

RETAIL OPPORTUNITY INVESTMENTS CORP.

(Exact name of Registrant as Specified in Its Charter)

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

Payment of Filing Fee (Check the appropriate box):

PRELIMINARY PROXY STATEMENT-SUBJECT TO COMPLETION, DATED DECEMBER 23, 2024

11250 El Camino Real

Suite 200

San Diego, CA 92130

[●], 2024

Dear ROIC Stockholders:

You are cordially invited to attend a special meeting (the “special meeting”) of stockholders of Retail Opportunity Investments Corp., a Maryland corporation, to be held on [●], 2025 at [●], Eastern Time, at the offices of Clifford Chance US LLP at 375 9th Avenue, New York, NY 10001. At the special meeting, you will be asked to consider and vote on a proposal (the “merger proposal”) to approve the merger of Montana Merger Sub Inc. (“Merger Sub I”), a wholly owned subsidiary of the Parent Entities (as defined below) and affiliate of Blackstone Real Estate Partners X L.P., with and into Retail Opportunity Investments Corp., which we refer to as the “company merger,” and other transactions contemplated by the Agreement and Plan of Merger, dated as of November 6, 2024, as it may be amended from time to time, by and among Montana Purchaser LLC, a Delaware limited liability company (“Buyer 1”), Mountain Purchaser LLC, a Delaware limited liability company (“Buyer 2”), Big Sky Purchaser LLC, a Delaware limited liability company (“Buyer 3” and, together with Buyer 1 and Buyer 2, collectively, the “Parent Entities”), Merger Sub I, Montana Merger Sub II LLC, a Delaware limited liability company and a wholly owned subsidiary of Merger Sub I (“Merger Sub II”), Retail Opportunity Investments Corp., and Retail Opportunity Investments Partnership, LP, a Delaware limited partnership which we refer to as the “merger agreement.” If the company merger is completed, you, as a holder of shares of common stock, $0.0001 par value per share, of Retail Opportunity Investments Corp. (our “common stock”), will be entitled to receive $17.50 in cash, without interest and less any applicable withholding taxes, in exchange for each share of our common stock you own, as more fully described in the enclosed proxy statement.

Our board of directors (the “board” or our “board”) has approved and declared advisable the company merger, the merger agreement and the other transactions contemplated thereby, and determined the company merger, the merger agreement and the other transactions contemplated by the merger agreement, on the terms and conditions of the merger agreement, to be advisable and in the best interests of Retail Opportunity Investments Corp. Our board recommends that you vote “FOR” the approval of the merger proposal. The merger proposal must be approved by the affirmative vote of the holders of our common stock (our “stockholders”) entitled to cast a majority of all the votes entitled to be cast on the merger proposal at the special meeting (the “required company stockholder approval”). The notice of special meeting and proxy statement accompanying this letter provide you with more specific information concerning the special meeting, the company merger, the merger agreement and the other transactions contemplated by the merger agreement. We encourage you to read carefully the enclosed proxy statement, including the annexes. You may also obtain more information about Retail Opportunity Investments Corp. from us or from documents we have filed with the U.S. Securities and Exchange Commission.

Your vote is very important regardless of the number of shares of our common stock that you own. Whether or not you plan to attend the special meeting, we request that you authorize a proxy to vote your shares of our common stock 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 and you are one of our stockholders of record at the close of business on the record date, on [●], 2024, you may continue to have your shares of our common stock voted as instructed in your proxy, or you may withdraw your proxy and vote your shares of our common stock at the special meeting. If you fail to authorize a proxy to vote your shares of our common stock or to vote at the special meeting, or fail to instruct your broker, bank or other nominee on how to vote, the effect will be that the shares of our common stock that you own will not be counted for purposes of determining whether a quorum is present at the special meeting and 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,

Stuart A. Tanz President and Chief Executive Officer		Michael B. Haines Chief Financial Officer, Treasurer and Secretary

The proxy statement is dated [●], 2024 and along with the enclosed form of proxy card is first being sent and made available to our stockholders on or about [●], 2024.

RETAIL OPPORTUNITY INVESTMENTS CORP.

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

TO BE HELD ON [●], 2025

To the Stockholders of Retail Opportunity Investments Corp.:

You are cordially invited to attend a special meeting of stockholders (the “special meeting”) of Retail Opportunity Investments Corp., a Maryland corporation (the “Company,” “ROIC,” “we,” “our” or “us,”), to be held on [●], 2025 at [●], Eastern Time, at the offices of Clifford Chance US LLP at 375 9th Avenue, New York, NY 10001. The special meeting is being held for the purpose of acting on the following matters:

The foregoing items of business are more fully described in the attached proxy statement (including the annexes thereto which include a copy of the merger agreement), which forms a part of this notice and is incorporated herein by reference. Pursuant to our Second Amended and Restated Bylaws, as amended, and the Maryland General Corporation Law (“MGCL”), only the matters set forth in this notice of special meeting may be brought before the special meeting. Our board of directors (the “board” or our “board”) has fixed the close of business on [●], 2024 as the record date (the “record date”) for the determination of holders (our “stockholders”) of common stock, par value $0.0001 per share, of the Company (our “common stock”) entitled to notice of and to vote at the special meeting or any postponement or adjournment thereof. All of our stockholders of record at the close of business on the record date are entitled to receive notice of and attend the special meeting or any postponement or adjournment of the special meeting.

Our board has approved and declared advisable the company merger, the merger agreement and the other transactions contemplated thereby, and determined the company merger, the merger agreement and the other transactions contemplated by the merger agreement, on the terms and conditions of the merger agreement, to be advisable and in the best interests of the Company. Our board recommends that you vote “FOR” the merger proposal, “FOR” the advisory compensation proposal and “FOR” the adjournment proposal.

The Mergers

We refer to the date on which the closing of each of the mergers (as defined below) occurs as the “closing date” and we refer to the occurrence of the closings of both the partnership merger (as defined below), and the company merger as the “closing of the mergers.”

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The Partnership Merger

Pursuant to the merger agreement, on the closing date, Montana Merger Sub II LLC, a Delaware limited liability company (“Merger Sub II”) and a wholly-owned subsidiary of Merger Sub I (as defined below), will be merged with and into Retail Opportunity Investments Partnership, LP, a Delaware limited partnership and our operating partnership (the “Partnership”), and the separate existence of Merger Sub II will cease (the “partnership merger,” and together with the company merger, the “mergers”). We refer to the effective time of the partnership merger as the “partnership merger effective time” and we use the term “Surviving Partnership” to refer to the Partnership following the partnership merger effective time.

The Company Merger

Pursuant to the merger agreement, on the closing date, and immediately following the consummation of the partnership merger, Montana Merger Sub Inc. (“Merger Sub I”), a Maryland corporation and a wholly-owned subsidiary of Montana Purchaser LLC, a Delaware limited liability company (“Buyer 1”), Mountain Purchaser LLC, a Delaware limited liability company (“Buyer 2”), and Big Sky Purchaser LLC, a Delaware limited liability company (“Buyer 3” and, together with Buyer 1 and Buyer 2, collectively, the “Parent Entities”), will be merged with and into the Company and the separate existence of Merger Sub I will cease. We refer to the effective time of the company merger as the “company merger effective time” and we use the term “Surviving Corporation” to refer to the Company following the company merger effective time.

Merger Consideration

Pursuant to the terms and subject to the conditions in the merger agreement, at the company merger effective time, each share of our common stock that is issued and outstanding immediately prior to the company merger effective time will be automatically cancelled and converted into the right to receive an amount in cash equal to $17.50 (the “common stock merger consideration”), without interest and less any applicable withholding taxes.

Notwithstanding the foregoing, at the company merger effective time, each share of our common stock held immediately prior to the company merger effective time by the Company or any of our subsidiaries or held by the Parent Entities, Merger Sub I or Merger Sub II, if any, will no longer be outstanding and will automatically be cancelled and retired without any conversion thereof and will cease to exist, and no payment will be made in respect thereof nor will any right inure or be made with respect thereto in connection with or as a consequence of the company merger.

Restricted Stock Awards

Pursuant to the terms and conditions of the merger agreement, immediately prior to the company merger effective time, each award of restricted common stock (a “restricted stock award”) that is outstanding as of immediately prior to the company merger effective time, will automatically be cancelled and converted into the right to receive an amount in cash (without interest and less any applicable withholding taxes) equal to the product obtained by multiplying (i) the aggregate number of shares of our common stock subject to the restricted stock award immediately prior to the company merger effective time by (ii) the common stock merger consideration (with any time vesting conditions deemed fully satisfied and performance goals applicable to such restricted stock award deemed satisfied at maximum performance).

Operating Partnership

LTIP Units

The merger agreement provides that, with respect to each LTIP Unit of the Partnership (each, an “LTIP unit”), any time vesting conditions shall be deemed fully satisfied and performance goals applicable to such LTIP units shall be deemed satisfied at maximum performance. With respect to each LTIP unit that has vested in

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accordance with the terms of the relevant vesting agreement prior to the partnership merger effective time (each such LTIP unit, a “vested LTIP unit”) and in accordance with the immediately preceding sentence, the Company will cause the general partner of the Partnership to exercise its right to cause a forced redemption (as defined in the Second Amended and Restated Agreement of Limited Partnership of the Partnership, as amended (the “partnership agreement”)) with respect to each vested LTIP unit, such that as of immediately prior to the partnership merger effective time, each vested LTIP unit shall be converted into a number of OP Units of the Partnership (each, an “OP partnership unit”) in accordance with the terms of the partnership agreement and the applicable vesting agreement. In addition, each holder of an LTIP unit will be paid an amount equal to all accrued and unpaid cash distributions, up to, and including, the partnership merger effective time (without interest and subject to applicable withholdings) in accordance with the terms of the partnership agreement and the applicable vesting agreement.

OP Partnership Units

The merger agreement provides that, at the partnership merger effective time, each OP partnership unit (including each vested LTIP unit, which will be converted, prior to the partnership merger effective time, into an OP partnership unit as described above) that is issued and outstanding immediately prior to the partnership merger effective time (other than “excluded units,” which are (1) OP partnership units owned by the Company or any wholly owned subsidiary of the Company, which OP partnership units will be unaffected by the partnership merger and will remain outstanding as OP partnership units of the Surviving Partnership held by the Company or the relevant wholly owned subsidiary, and (2) OP partnership units owned by the Parent Entities, Merger Sub I, Merger Sub II or any of their respective wholly owned subsidiaries, which will automatically be cancelled and will cease to exist with no consideration being delivered or deliverable in exchange therefor) will be automatically cancelled and extinguished and automatically converted into the right to receive an amount in cash equal to the common stock merger consideration, without interest (the “partnership unit merger consideration”). We refer to each holder of OP partnership units (including vested LTIP units, which will be converted prior to the partnership merger effective time into OP partnership units as described above), other than the Company, the Surviving Corporation, the Parent Entities, Merger Sub I, Merger Sub II or any of their respective wholly-owned subsidiaries, as a “minority limited partner.”

Alternatively, in lieu of receiving the partnership unit merger consideration, each qualifying holder of an OP partnership unit will be afforded the opportunity to elect to retain such OP partnership unit (including LTIP units, which will be converted prior to the partnership merger effective time into OP partnership units as described above). Separate materials will be sent to the minority limited partners regarding this election. The accompanying proxy statement does not constitute any solicitation of consents in respect of the partnership merger and does not constitute an offer to exchange or retain the OP partnership units (including the vested LTIP units, which will be converted prior to the partnership merger effective time into OP partnership units as described above).

This notice does not constitute any solicitation of consents in respect of the partnership merger and does not constitute an offer to exchange or retain the OP partnership units (including the vested LTIP units, which will be converted prior to the partnership merger effective time into OP partnership units as described above).

Company Charter

At the company merger effective time, our charter will be amended and restated in its entirety to contain the provisions set forth in Exhibit C to the merger agreement, the text of which can be found in Annex A to the accompanying proxy statement, and as so amended will be the charter of the Surviving Corporation until thereafter amended in accordance with the terms therein and applicable law.

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Representations, Warranties and Covenants

The merger agreement contains customary representations, warranties and covenants, including, among others, covenants by the Company to conduct its business in all material respects in the ordinary course of business and in a manner consistent with past practice, subject to certain exceptions, during the period between the execution of the merger agreement and the closing of the mergers. The obligations of the parties to consummate the company merger are not subject to any financing condition or the receipt of any financing by the Parent Entities, Merger Sub I or Merger Sub II.

Closing Conditions

The consummation of the mergers is subject to certain customary closing conditions, including, among others, (i) approval of the merger proposal by the affirmative vote of our stockholders entitled to cast a majority of all the votes entitled to be cast on the merger proposal at the special meeting (the “required company stockholder approval”), (ii) the absence of a law or order restraining, enjoining, rendering illegal or otherwise prohibiting the consummation of the mergers, and (iii) the absence of a material adverse effect. The merger agreement requires the Company to convene a stockholders’ meeting for the purpose of obtaining the required company stockholder approval.

Prohibitions on Solicitations of Transactions

The Company has agreed not to solicit or enter into an agreement regarding an acquisition proposal or inquiry, and, subject to certain exceptions, is not permitted to enter into discussions or negotiations concerning, or provide non-public information to a third party in connection with, any acquisition proposal or inquiry. However, the Company may, prior to obtaining the required company stockholder approval, engage in discussions or negotiations and provide non-public information to a third party that has made an unsolicited bona fide written acquisition proposal that did not result from a breach of the non-solicit provisions of the merger agreement if our board determines in good faith, after consultation with our financial and outside legal advisors, that such acquisition proposal constitutes a superior proposal or could reasonably be expected to lead to a superior proposal.

Prior to obtaining the required company stockholder approval, our board may, in certain circumstances (i) withdraw, withhold, qualify or modify, or propose publicly to withdraw, withhold, qualify or modify, in a manner adverse to the Parent Entities, the recommendation of our board recommending that our stockholders approve the merger proposal; (ii) not include the company board recommendation in this proxy statement; (iii) authorize, adopt, approve or recommend, or publicly propose to authorize, adopt, approve or recommend, any Acquisition Proposal (as defined in the merger agreement) or (iv) take any formal action or make any recommendation or public statement in connection with a tender offer or exchange offer (we refer to any of the actions described in clauses (i) through (iv) as an “adverse recommendation change”), subject to complying with specified notice and other conditions set forth in the merger agreement.

Termination of the Merger Agreement; Termination Fee

The merger agreement may be terminated under certain circumstances by the Company, including prior to obtaining the required company stockholder approval, if, after following certain procedures and adhering to certain restrictions, our board effects an adverse recommendation change in connection with a superior proposal and the Company enters into a definitive agreement providing for the implementation of such superior proposal. In addition, the Parent Entities may terminate the merger agreement under certain circumstances and subject to certain restrictions, including if our board effects an adverse recommendation change.

Upon a termination of the merger agreement, under certain circumstances, we will be required to pay a termination fee to the Parent Entities of $78 million. In certain other circumstances, the Parent Entities will be required to pay us a reverse termination fee of $239 million upon termination of the merger agreement.

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Limited Guarantee

Also on November 6, 2024, in connection with the execution of the merger agreement, Blackstone Real Estate Partners X L.P. (the “Sponsor”) delivered an executed guarantee in favor of the Company to guarantee, subject to the terms and limitations contained therein, the Parent Entities’ payment obligations with respect to the reverse termination fee and certain expenses under the merger agreement. The maximum aggregate liability of the Sponsor under the guarantee will not exceed $239 million (plus interest for any late payment), plus the reasonable, documented out-of-pocket costs and expenses (including fees and disbursements of counsel) incurred by us in connection with any litigation or other proceeding brought by us to enforce our rights under the guarantee if we prevail in such litigation or proceeding.

Dividends or Distributions

During the term of the merger agreement, the Company and the Partnership may not pay dividends or distributions, other than (A) the payment on January 10, 2025 of the regular quarterly cash dividend and distribution on our common stock and OP partnership units, respectively, in the amount of $0.15 per share of our common stock or OP partnership unit to holders of record on December 20, 2024, (B) dividends or distributions required for the Company to maintain its respective status as a real estate investment trust (“REIT”) under the Internal Revenue Code of 1986, as amended (the “Code”), or to avoid the incurrence of any income or excise taxes by the Company, (C) the Partnership Year-End Distribution (as defined in the merger agreement) and (D) the Company Year-End Distribution (as defined in the merger agreement).

If we or the Partnership declares or pays a dividend or distribution on our common stock or on OP partnership units, respectively, to maintain our status as a REIT under the Code or to avoid the incurrence of entity-level income or excise taxes under the Code, in each case, as permitted under the merger agreement, the common stock merger consideration will be decreased by an amount equal to the per share amount of such dividend on our common stock so declared or paid by us and the partnership unit merger consideration will be decreased by an amount equal to the per unit amount of such distribution on OP partnership units so declared or paid by the Partnership.

If we declare a Company Year-End Distribution, the common stock merger consideration shall be decreased by an amount equal to the per share amount of any such Company Year-End Distribution declared or paid by the Company. If the Partnership declares a Partnership Year-End Distribution, the partnership unit merger consideration shall be decreased by an amount equal to the per unit amount of any such Partnership Year-End Distribution declared or paid by the Partnership.

For more information, see the sections entitled “The Merger Agreement—Conduct of Our Business Pending the Merger” and “The Merger Agreement—Year-End Dividend” in the accompanying proxy statement.

The merger proposal must be approved by the affirmative vote of our stockholders entitled to cast a majority of all the votes entitled to be cast on the merger proposal at the special meeting. Accordingly, your vote is very important regardless of the number of shares of our common stock that you own. Whether or not you plan to attend the special meeting, we request that you authorize a proxy to vote your shares of our common stock 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 attend the special meeting and you are one of our stockholders of record at the close of business on the record date, you may continue to have your shares of our common stock voted as instructed in your proxy, or you may withdraw your proxy and vote your shares of our common stock at the special meeting. If you fail to authorize a proxy to vote your shares of our common stock or to vote at the special meeting, or fail to instruct your broker, bank or other nominee on how to vote, the effect will be that the shares of our common stock that you own will not be counted for purposes of determining whether a quorum is present at the special meeting and will have the same effect as a vote “AGAINST” the merger proposal.

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The approval of the advisory compensation proposal and the adjournment proposal each requires the affirmative vote of a majority of the votes cast on the respective proposal. If you fail to authorize a proxy to vote your shares or vote at the special meeting, or fail to instruct your broker, bank or other nominee on how to vote, it will have no effect on the outcome of these proposals. Abstentions are not considered votes cast and therefore will have no effect on the outcome of these proposals.

Any proxy may be revoked at any time prior to its exercise by delivery of a properly executed, later-dated proxy card, by authorizing your proxy or voting instructions by telephone or through the Internet at a later date than your previously authorized proxy, by submitting a written revocation of your proxy to our Secretary, or by voting at the special meeting. Attendance at the special meeting alone will not be sufficient to revoke a previously authorized proxy.

Pursuant to our charter, our stockholders do not have any appraisal rights, dissenters’ rights or the rights of an objecting stockholder under the MGCL in connection with the company merger.

We encourage you to read the accompanying proxy statement in its entirety and to submit a proxy or voting instructions so that your shares of our common stock 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 contact our proxy solicitor, Innisfree M&A Incorporated, at the following address or telephone numbers:

Innisfree M&A Incorporated

501 Madison Avenue, 20th Floor

New York, New York 10022

Stockholders Call (Toll-Free): (877) 800-5192

Banks and Brokers Call: (212) 750-5833

BY ORDER OF THE BOARD OF DIRECTORS

Stuart A. Tanz President and Chief Executive Officer		Michael B. Haines Chief Financial Officer, Treasurer and Secretary
San Diego, California
[●], 2024

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TABLE OF CONTENTS

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QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGERS

The following questions and answers address briefly some questions you may have regarding the special meeting and the merger proposal. These questions and answers may not address all questions that may be important to you as a stockholder. 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.

Q: What is the proposed transaction?

A: The proposed transaction is the acquisition of the Company and its subsidiaries, including the Partnership, by affiliates of Blackstone pursuant to the merger agreement. After the merger proposal has been approved by our stockholders and the other closing conditions under the merger agreement have been satisfied or waived, Merger Sub I will be merged with and into the Company, with the Company continuing as the Surviving Corporation, and a wholly owned subsidiary of the Parent Entities and Merger Sub II will be merged with and into the Partnership, with the Partnership continuing as the Surviving Partnership and remaining as a subsidiary of the Company. The mergers will occur at the time provided in the merger agreement. For additional information about the mergers, please review the merger agreement attached to this proxy statement as Annex A and incorporated by reference into this proxy statement. We encourage you to read the merger agreement carefully and in its entirety, as it is the principal document governing the mergers.

Q: As a stockholder, what will I receive in the company merger?

A: For each outstanding share of our common stock that you own immediately prior to the company merger effective time, you will receive $17.50 in cash, without interest and less any applicable withholding taxes.

Q: Will I receive any regular quarterly dividends with respect to the Company’s common stock that I own?

A: Under the terms of the merger agreement, we may not authorize, declare or pay any dividends to our stockholders without the prior written consent of the Parent Entities, other than (A) the payment on January 10, 2025 of the regular quarterly cash dividend and distribution on our common stock and Partnership OP partnership units, respectively, in the amount of $0.15 per share of our common stock or Partnership OP partnership unit to holders of record on December 20, 2024, (B) dividends or distributions required for the Company to maintain its respective status as a REIT under the Code or to avoid the incurrence of any income or excise taxes by the Company, (C) the Partnership Year-End Distribution and (D) the Company Year-End Distribution.

If we declare or pay a dividend on our common stock to maintain our status as a REIT under the Code or to avoid the incurrence of entity-level income or excise taxes under the Code, in each case, as permitted under the merger agreement, the common stock merger consideration will be decreased by an amount equal to the per share amount of such dividend on our common stock so declared or paid by us. If we declare or pay a Company Year-End Distribution, the common stock merger consideration shall be decreased by an amount equal to the per share amount of any such Company Year-End Distribution declared or paid by the Company. If the Partnership declares or pays a Partnership Year-End Distribution, the partnership unit merger consideration shall be decreased by an amount equal to the per unit amount of any such Partnership Year-End Distribution declared or paid by the Partnership.

For more information, see the sections entitled “The Merger Agreement—Conduct of Our Business Pending the Merger” and “The Merger Agreement—Year-End Dividend.”

Q: What will happen to my restricted stock?

A: Immediately prior to the company merger effective time, each outstanding restricted stock award will automatically be cancelled and converted into the right to receive an amount in cash (without interest and less

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any applicable withholding taxes) equal to the product obtained by multiplying (i) the aggregate number of shares of our common stock subject to the restricted stock award immediately prior to the company merger effective time by (ii) the common stock merger consideration (with any time vesting conditions deemed fully satisfied and performance goals applicable to such restricted stock award deemed satisfied at maximum performance). In addition, each holder of a restricted stock award will be paid an amount equal to all accrued and unpaid cash dividends up to, and including, the company merger effective time (without interest and subject to applicable withholdings) in accordance with the terms of the applicable award agreement.

Q: What will happen to the incentive award plans in the company merger?

A: At the company merger effective time, the Company’s 2009 Equity Incentive Plan, as amended and restated from time to time, will terminate.

Q: When do you expect the mergers to be completed?

A: If our stockholders vote to approve the merger proposal, and assuming that the other conditions to the mergers are satisfied or waived, it is anticipated that the mergers will be completed in the first quarter of 2025. Pursuant to the merger agreement, the closing of the mergers will take place on the third business day after satisfaction or waiver of the conditions to the mergers described under “The Merger Agreement—Conditions to the Mergers” (other than those conditions that by their nature are to be satisfied or waived at the closing of the mergers, but subject to the satisfaction or waiver of such conditions at the closing of the mergers) or at such other date as mutually agreed by the Parent Entities and us. For further information regarding the timing of the closing of the mergers, see “The Merger Agreement—Effective Times; Closing Date.”

Q: What happens if the mergers are not completed?

A: If the merger proposal is not approved by our stockholders, or if the mergers are not completed for any other reason, our stockholders will not receive any payment for shares of our common stock held by them pursuant to the merger agreement. Instead, Retail Opportunity Investments Corp. will remain a public company, our common stock will continue to be registered under the Exchange Act and to be listed on NASDAQ, and our common stock and restricted stock will remain outstanding. Upon a termination of the merger agreement, under certain circumstances, we will be required to pay the Parent Entities the company termination fee. In certain other circumstances, the Parent Entities will be required to pay us the parent termination fee upon termination of the merger agreement.

Q: If the mergers are completed, how do I obtain the merger consideration for the Company’s common stock that I own?

A: Following the completion of the mergers, your shares of our common stock will automatically be converted into the right to receive your portion of the aggregate common stock merger consideration. Shortly after the mergers are completed, you will receive an instruction letter describing how you may exchange your shares of our common stock for the common stock merger consideration. If your shares of our common stock are held in “street name” by your broker, bank or other nominee, you may receive instructions from your broker, bank or other nominee as to what action, if any, you need to take to effect the surrender of your “street name” shares in exchange for the common stock merger consideration.

Q: When and where is the special meeting?

A: The special meeting will be held on [●], 2025 at [●], Eastern Time, at the offices of Clifford Chance US LLP at 375 9th Avenue, New York, NY 10001.

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Q: Who can vote and attend the special meeting?

A: All of our stockholders of record as of the record date, which was the close of business on [●], 2024, are entitled to receive notice of and attend and vote at the special meeting or any postponement or adjournment of the special meeting. Each of our stockholders of record is entitled to one vote on each matter presented at the special meeting for each share of our common stock that such stockholder owned as of the record date.

Q: What vote of our stockholders is required to approve the merger proposal?

A: Approval of the merger proposal requires the affirmative vote of our stockholders entitled to cast a majority of all the votes entitled to be cast on the merger proposal at the special meeting. Because the required vote for this proposal is based on the number of votes our stockholders are entitled to cast rather than on the number of votes cast, failure to vote your shares of our common stock (including failure to give voting instructions to your broker, bank or other nominee) and abstentions will have the same effect as voting “AGAINST” the merger proposal.

Q: What vote of our stockholders is required to approve the advisory compensation proposal?

A: Approval of the advisory compensation proposal requires the affirmative vote of a majority of the votes cast on the proposal. For the purpose of this proposal, failure to vote your shares of our common stock (including failure to give voting instructions to your broker, bank or other nominee) and abstentions will have no effect on the proposal.

Q: What vote of our stockholders is required to approve the adjournment proposal?

A: Approval of the adjournment proposal requires the affirmative vote of a majority of the votes cast on the proposal. For the purpose of this proposal, failure to vote your shares of our common stock (including failure to give voting instructions to your broker, bank or other nominee) and abstentions will have no effect on the proposal. Pursuant to our bylaws, the chairman of the meeting may also adjourn the special meeting from time to time without the approval of our stockholders.

Q: Why is my vote important?

A: If you do not authorize your proxy or voting instructions or vote at the special meeting, it will be more difficult for us to obtain the necessary quorum to hold the special meeting. In addition, because the merger proposal must be approved by the affirmative vote of our stockholders entitled to cast a majority of all the votes entitled to be cast on the merger proposal at the special meeting, your failure to authorize your proxy or voting instructions or to vote at the special meeting will have the same effect as a vote “AGAINST” the approval of the merger proposal.

Q: How does the common stock merger consideration compare to the market price of the Company’s common stock?

A: The common stock merger consideration of $17.50 per share in cash represents a premium of approximately 34% over the unaffected closing price of our common stock on July 29, 2024, the last day prior to the publication of the Reuters Article as discussed under “The Mergers—Background of the Mergers.”

Q: How does our board of directors recommend that I vote?

A: Our board recommends that you vote “FOR” the merger proposal, “FOR” the advisory compensation proposal and “FOR” the adjournment proposal.

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Q: Why am I being asked to consider and cast a vote on the advisory compensation proposal?

A: The Securities and Exchange Commission (“SEC”) has adopted rules that require companies to seek a nonbinding, advisory vote to approve certain compensation that may be paid or become payable to their named executive officers that is based on or otherwise relates to corporate transactions such as the mergers.

Q: What will happen if our stockholders do not approve the advisory compensation proposal?

A: The vote to approve the advisory compensation proposal is a vote separate and apart from the vote to approve the merger proposal. Approval of this proposal is not a condition to completion of the mergers. The vote on this proposal is an advisory vote only, and it is not binding on us or our board. Further, the underlying arrangements are contractual in nature and not, by their terms, subject to approval by our stockholders. Accordingly, regardless of the outcome of the vote on the advisory compensation proposal, if the mergers are completed, our named executive officers will be eligible to receive the compensation that may be paid or become payable to them that is based on or otherwise relates to the mergers.

Q: Do any of the Company’s directors and executive officers have any interest in the mergers that are different than mine?

A: Our directors and executive officers have certain interests in the mergers that are different from, or in addition to, those interests of our stockholders generally. See “The Mergers—Interests of Our Directors and Executive Officers in the Mergers” for information about interests that our directors and executive officers have in the mergers that are different than yours.

Q: What do I need to do now?

A: After carefully reading and considering the information contained in this proxy statement and the annexes attached to this proxy statement, please vote your shares of our common stock or authorize a proxy to vote your shares of our common stock in one of the ways described below as soon as possible. Our stockholders of record will be entitled to one vote for each share of our common stock owned as of the record date.

Q: How do I cast my vote?

A: If you are one of our stockholders of record on the record date, you may vote at the special meeting or authorize a proxy to vote your shares of our common stock at the special meeting. You can authorize your proxy by completing, signing, dating and returning the enclosed proxy card in the accompanying pre-addressed, postage-paid envelope, or, if you prefer, by following the instructions on your proxy card for telephonic or Internet proxy authorization. If the telephone or Internet option is available to you, we strongly encourage you to use it because it is faster and less costly. Registered stockholders can transmit their voting instructions by telephone by calling toll-free in the U.S. or Canada (855) 764-2743 (or if outside the U.S. or Canada, calling (575) 415-4318) or on the Internet at www.proxyvotenow.com/ROIC. Telephone and Internet voting are available 24 hours a day until 11:59 p.m., Eastern Time, the day immediately prior to the special meeting. Have your proxy card with you if you are going to authorize your proxy by telephone or through the Internet. To authorize your proxy by mail, please complete sign, date and mail your proxy card in the envelope provided.

Q: How do I cast my vote if the Company’s common stock that I own is held of record in “street name”?

A: If you own shares of our common stock 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, since brokers, banks and other nominees do not have discretionary voting authority with respect to any of the proposals described in this proxy statement. If you have

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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 shares of our common stock. If you hold your shares of our common stock through a broker, bank or other nominee and wish to 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).

Q: What will happen if I abstain from voting or fail to vote?

A: With respect to the merger proposal, if you abstain from voting, fail to cast your vote at the special meeting or by proxy or if you hold your shares of our common stock in “street name” and fail to give voting instructions to your broker, bank or other nominee, it will have the same effect as a vote “AGAINST” the merger proposal. With respect to the advisory compensation proposal and the adjournment proposal, if you abstain from voting, fail to cast your vote at the special meeting or by proxy or if you hold your shares of our common stock in “street name” and fail to give voting instructions to your broker, bank or other nominee, it will not have any effect on the outcome of such proposals.

Q: How will proxy holders vote the shares of the Company’s common stock that I own?

A: If you properly authorize a proxy prior to the special meeting, your shares of our common stock will be voted as you direct. If you authorize a proxy but no direction is otherwise made, your shares of our common stock will be voted “FOR” the merger proposal, “FOR” the advisory compensation proposal and “FOR” the adjournment proposal. Pursuant to our bylaws, only the matters set forth in the notice of special meeting may be brought before the special meeting.

Q: What happens if I sell the shares of the Company’s common stock that I own before the special meeting?

A: If you held shares of our common stock on the record date but transfer them prior to the special meeting, you will retain your right to vote at the special meeting, but not the right to receive the common stock merger consideration for those shares of our common stock. The right to receive such consideration at the company merger effective time will pass to the person who at that time owns the shares of our common stock you previously owned.

Q: Can I change my vote after I have mailed my proxy card?

A: Yes. If you own our common stock as a record holder on the record date, you may revoke a previously authorized proxy at any time before it is exercised by filing with our Secretary a notice of revocation or a duly authorized proxy bearing a later date or by attending and voting at the special meeting. Attendance at the special meeting will not, in itself, constitute revocation of a previously authorized proxy. If you have instructed a broker, bank or other nominee to vote your shares, the foregoing options for changing your vote do not apply and instead you must follow the instructions received from your broker, bank or other nominee to change your vote.

Q: Is the company merger expected to be taxable to me?

A: The exchange of our common stock for cash pursuant to the company merger will be a taxable transaction for U.S. federal income tax purposes. Accordingly, a U.S. holder (as defined in the section entitled “The Mergers—U.S. Federal Income Tax Considerations of the Company Merger”) who exchanges shares of our common stock for cash in the company merger will generally recognize gain or loss in an amount equal to the difference, if any, between the amount of cash received with respect to such shares of our common stock and the U.S. holder’s adjusted tax basis in such shares. If you are a non-U.S. holder (as defined in the section entitled “The Mergers—U.S. Federal Income Tax Considerations of the Company Merger”), the company merger will generally not result in U.S. federal income tax to you unless you have certain connections to the United States, but you may be subject to U.S. backup withholding tax unless you comply with certain certification procedures or otherwise establish a valid exemption from U.S. backup withholding taxes.

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For a more complete description of the U.S. federal income tax considerations of the company merger, see the section entitled “The Mergers—U.S. Federal Income Tax Considerations of the Company Merger.”

Q: What rights do I have if I oppose the merger proposal?

A: If you are one of our stockholders of record on the record date, you can vote against the merger proposal. You are not, however, entitled to exercise any appraisal rights, dissenters’ rights or the rights of an objecting stockholder in connection with the company merger. Pursuant to our charter, our stockholders do not have any appraisal rights, dissenters’ rights or the rights of an objecting stockholder under the MGCL in connection with the company merger. For more information, see the section entitled “No Dissenters’ Rights of Appraisal.”

Q: Where can I find the voting results of the special meeting?

A: We intend to announce preliminary voting results at the special meeting and publish final results in a Current Report on Form 8-K that will be filed with the SEC following the special meeting. All reports that we file with the SEC are publicly available on the SEC’s website at www.sec.gov when filed.

Q: Can I participate if I am unable to attend the special meeting?

A: If you are unable to attend the special meeting, we encourage you to complete, sign, date and return your proxy card, or authorize your proxy or voting instructions by telephone or through the Internet.

Q: Have any of our stockholders already agreed to approve the merger proposal?

A: No. To our knowledge, none of our stockholders have entered into any agreement to vote any of their shares of our common stock either in favor or against any proposal at the special meeting.

Q: Where can I find more information about the Company?

A: We file certain information with the SEC, which is available on the SEC’s website at www.sec.gov and on our website at www.roireit.net. The information found on, or otherwise accessible through, our website is not incorporated into, and does not form a part of, this proxy statement or any other report or document we file with or furnish to the SEC. You can also request copies of these documents from us. For more information, see “Where You Can Find More Information.”

Q: Who will solicit and pay the cost of soliciting proxies?

A: We will bear the cost of solicitation of proxies for the special meeting. Our board is soliciting your proxy on our behalf. In addition to the use of mail, proxies may be solicited by personal interview, telephone, facsimile, e-mail or otherwise, by our directors, officers and other employees. We have engaged Innisfree M&A Incorporated, which we refer to as “Innisfree,” to assist in the solicitation of proxies for a fee of $75,000, plus reimbursement of out-of-pocket expenses. We also will request persons, firms and corporations holding shares in their names, or in the names of their nominees, that are beneficially owned by others to send or cause to be sent proxy materials to, and obtain proxies from, such beneficial owners and will reimburse such stockholders for their reasonable expenses in so doing.

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Q: Who can help answer my other questions?

A: If after reading this proxy statement you have more questions about the special meeting, the merger proposal or the other proposals, you should contact Innisfree as follows:

Innisfree M&A Incorporated

501 Madison Avenue, 20th Floor

New York, New York 10022

Stockholders Call (Toll-Free): (877) 800-5192

Banks and Brokers Call: (212) 750-5833

If your broker holds your shares of our common stock, you should also contact your broker for additional information.

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement and the documents that we incorporate by reference herein contain certain disclosures which contain “forward-looking statements” within the meaning of the federal securities laws, including but not limited to those statements related to the mergers, including financial estimates and statements as to the expected timing, completion and effects of the mergers. You can identify forward-looking statements because they contain words such as “expect,” “believe,” “target,” “project,” “goals,” “estimate,” “potential,” “predict,” “may,” “will,” “might,” “could,” “forecast,” “outlook” and variations of these terms or the negative of these terms and similar expressions. Forward-looking statements, including statements regarding the mergers, are based on the Company’s current expectations and assumptions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that may differ materially from those contemplated by the forward-looking statements, which are neither statements of historical fact nor guarantees or assurances of future performance.

Important factors, risks and uncertainties that could cause actual results to differ materially from such plans, estimates or expectations include but are not limited to:

There can be no assurance that the mergers will be completed, or if the mergers are completed, that the mergers will close within the anticipated time period. The factors set forth above should not be construed as

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exhaustive and should be read in conjunction with the other forward-looking statements. For a further discussion of these and other factors that could impact our future results, performance or consummation of the transactions contemplated by the merger agreement, see the sections entitled “Forward-Looking Statements” and “Risk Factors” in the Company’s most recent Annual Report on Form 10-K, as such risk factors may be amended, supplemented or superseded from time to time by other reports filed by the Company with the SEC from time to time, which are available via the SEC’s website at www.sec.gov. The forward-looking statements relate only to events as of the date on which the statements are made. The Company does not undertake any obligation to publicly update or review any forward-looking statement except as required by law, whether as a result of new information, future developments or otherwise. If one or more of these or other risks or uncertainties materialize, or if our underlying assumptions prove to be incorrect, our actual results may vary materially from what we may have expressed or implied by these forward-looking statements. We caution that you should not place undue reliance on any of our forward-looking statements. You should specifically consider the factors identified in this communication that could cause actual results to differ. Furthermore, new risks and uncertainties arise from time to time, and it is impossible for us to predict those events or how they may affect the Company.

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PROPOSAL 1

MERGER PROPOSAL

We are asking our stockholders to vote on a proposal to approve the merger of Montana Merger Sub Inc. with and into Retail Opportunity Investments Corp. pursuant to the terms of the merger agreement, the merger agreement and the other transactions contemplated by the merger agreement.

For detailed information regarding this proposal, see the information about the company merger and the merger agreement throughout this proxy statement, including the information set forth under “The Mergers” 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 our stockholders entitled to cast a majority of all the votes entitled to be cast on the merger proposal at the special meeting. 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 our board, which is “FOR” this Proposal 1. Because the required vote for this proposal is based on the number of votes our stockholders are entitled to cast rather than on the number of votes cast, failure to vote your shares (including failure to give voting instructions to your broker, bank or other nominee) and abstentions will have the same effect as voting “AGAINST” the merger proposal.

Approval of this proposal is a condition to the completion of the company merger. In the event this proposal is not approved, the company merger cannot be completed.

Recommendation of the Board of Directors

Our board recommends that our stockholders vote “FOR” the merger proposal.

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PROPOSAL 2

ADVISORY COMPENSATION PROPOSAL

Pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and Rule 14a-21(c) under the Exchange Act, we are asking our stockholders to vote at the special meeting on an advisory basis regarding the compensation that may be paid or become payable to our named executive officers that is based on or otherwise relates to the mergers. Information intended to comply with Item 402(t) of Regulation S-K concerning this compensation, subject to certain assumptions described therein (including that each named executive officer incurs a severance-qualifying termination immediately following the company merger effective time), is presented under “The Mergers—Interests of Our Directors and Executive Officers in the Mergers—Quantification of Potential Payments to Our Named Executive Officers in Connection with the Mergers.”

The stockholder vote on this advisory compensation proposal is an advisory vote only, and it is not binding on us or our board. Further, the underlying arrangements are contractual in nature and not, by their terms, subject to approval by our stockholders. Accordingly, regardless of the outcome of the advisory vote, if the mergers are completed, our named executive officers will be eligible to receive the compensation that may be paid or become payable to our named executive officers that is based on or otherwise relates to the mergers. Approval of this proposal is not a condition to the completion of the mergers.

We are asking our stockholders to vote “FOR” the following resolution:

“RESOLVED, that Retail Opportunity Investments Corp.’s stockholders approve, on a non-binding, advisory basis, the compensation that may be paid or become payable to the named executive officers of Retail Opportunity Investments Corp. that is based on or otherwise relates to the mergers, as disclosed pursuant to Item 402(t) of Regulation S-K under “The Mergers—Interests of Our Directors and Executive Officers in the Mergers—Quantification of Potential Payments to Our Named Executive Officers in Connection with the Mergers” (which disclosure includes the Golden Parachute Compensation Table required pursuant to Item 402(t) of Regulation S-K).”

Adoption of the above resolution, on a non-binding, advisory basis, requires the affirmative vote of a majority of the votes cast on the 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 our board, which is “FOR” this Proposal 2. An abstention or failure to vote on this proposal will have no effect on the approval of this proposal.

Recommendation of the Board of Directors

Our board recommends that our stockholders vote “FOR” the advisory compensation proposal to approve, on a non-binding, advisory basis, the compensation that may be paid or become payable to our named executive officers that is based on or otherwise relates to the mergers.

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PROPOSAL 3

ADJOURNMENT PROPOSAL

We are asking our stockholders to consider and vote on a proposal to approve any adjournment or postponement of the special meeting to another date, time or place if necessary or appropriate for the purpose of soliciting additional proxies for the merger proposal if there are not sufficient votes at the time of the special meeting or any adjournment thereof to approve the merger proposal.

Approval of the adjournment proposal requires the affirmative vote of a majority of the votes cast on the proposal. Approval of this proposal is not a condition to the completion of the mergers. 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 our board, which is “FOR” this Proposal 3. An abstention or failure to vote on this proposal will have no effect on the approval of this proposal.

Recommendation of the Board of Directors

Our board recommends that our stockholders vote “FOR” the adjournment proposal.

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PARTIES TO THE MERGER AGREEMENT

Retail Opportunity Investments Corp.

11250 El Camino Real, Suite 200

San Diego, California 92130

(858) 255-4913

We are a fully integrated and self-managed REIT. We are publicly traded company and elected to be taxed as a REIT under the Code. We specialize in the acquisition, ownership and management of necessity-based community and neighborhood shopping centers on the west coast of the United States, anchored by supermarkets and drugstores. We are organized in a traditional umbrella partnership REIT format pursuant to which our wholly owned subsidiary, Retail Opportunity Investments GP, LLC, serves as the sole general partner of, and conducts substantially all of its business through the Partnership and its subsidiaries.

Retail Opportunity Investments Corp.’s common stock is listed on NASDAQ, and trades under the symbol “ROIC.”

Retail Opportunity Investments Partnership, LP

11250 El Camino Real, Suite 200

San Diego, California 92130

(858) 255-4913

The Partnership is our operating partnership. We are organized in a traditional umbrella partnership REIT format pursuant to which our wholly owned subsidiary, Retail Opportunity Investments GP, LLC, serves as the sole general partner of, and conducts substantially all of its business through the Partnership and its subsidiaries.

Montana Purchaser LLC

c/o Blackstone

345 Park Avenue

New York, New York 10154

(212) 583-5000

Buyer 1 was formed solely for the purpose of acquiring us and has not carried on any activities to date, except for activities incidental to its formation and activities undertaken in connection with the transactions contemplated by the merger agreement.

Mountain Purchaser LLC

c/o Blackstone

345 Park Avenue

New York, New York 10154

(212) 583-5000

Buyer 2 was formed solely for the purpose of acquiring us and has not carried on any activities to date, except for activities incidental to its formation and activities undertaken in connection with the transactions contemplated by the merger agreement.

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Big Sky Purchaser LLC

c/o Blackstone

345 Park Avenue

New York, New York 10154

(212) 583-5000

Buyer 3 was formed solely for the purpose of acquiring us and has not carried on any activities to date, except for activities incidental to its formation and activities undertaken in connection with the transactions contemplated by the merger agreement.

Buyer 1, Buyer 2 and Buyer 3 are affiliates of Blackstone.

Blackstone is a global leader in real estate investing. Blackstone’s real estate business was founded in 1991 and has $325 billion of investor capital under management. Blackstone is the largest owner of commercial real estate globally, owning and operating assets across every major geography and sector, including logistics, residential, office, hospitality and retail. Blackstone’s opportunistic funds seek to acquire undermanaged, well-located assets across the world. Blackstone’s Core+ business invests in substantially stabilized real estate assets globally, through both institutional strategies and strategies tailored for income-focused individual investors including Blackstone Real Estate Income Trust, Inc. (BREIT), a U.S. non-listed REIT, and Blackstone’s European yield-oriented strategy. Blackstone Real Estate also operates one of the leading global real estate debt businesses, providing comprehensive financing solutions across the capital structure and risk spectrum, including management of Blackstone Mortgage Trust (NYSE: BXMT).

Montana Merger Sub Inc.

c/o Blackstone

345 Park Avenue

New York, New York 10154

(212) 583-5000

Merger Sub I was formed solely for purposes of facilitating the Parent Entities’ acquisition of us and has not carried on any activities to date, except for activities incidental to its formation and activities undertaken in connection with the transactions contemplated by the merger agreement. Pursuant to the terms and conditions of the merger agreement, on the closing date, Merger Sub I will merge with and into the Company and we will continue as the Surviving Corporation.

Montana Merger Sub II LLC

c/o Blackstone

345 Park Avenue

New York, New York 10154

(212) 583-5000

Merger Sub II was formed solely for purposes of facilitating the Parent Entities’ acquisition of us and has not carried on any activities to date, except for activities incidental to its formation and activities undertaken in connection with the transactions contemplated by the merger agreement. Pursuant to the terms and conditions of merger agreement, on the closing date, Merger Sub II will merge with and into the Partnership and the Partnership will continue as the Surviving Partnership.

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THE SPECIAL MEETING

Date, Time and Purpose of the Special Meeting

This proxy statement is being furnished to our stockholders in connection with the solicitation of proxies by our board to be exercised at a special meeting to be held on [●], 2025 at [●], Eastern Time. The special meeting will be held at the offices of Clifford Chance US LLP at 375 9th Avenue, New York, NY 10001.

The purpose of the special meeting is for you to consider and vote on the following matters:

1. A proposal to approve the merger of Montana Merger Sub Inc. with and into the Company pursuant to the terms of the Agreement and Plan of Merger, dated as of November 6, 2024, as it may be amended from time to time, by and among the Company, Retail Opportunity Investments Partnership, LP, Montana Purchaser LLC, Mountain Purchaser LLC, Big Sky Purchaser LLC, Montana Merger Sub Inc., and Montana Merger Sub II LLC, the merger agreement and the transactions contemplated by the merger agreement;

2. A proposal to approve, on a non-binding, advisory basis, the compensation that may be paid or become payable to our named executive officers that is based on or otherwise relates to the mergers; and

3. 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.

Pursuant to our bylaws and the MGCL, only the matters set forth in the notice of special meeting may be brought before the special meeting. The affirmative vote of our stockholders entitled to cast a majority of all the votes entitled to be cast on the merger proposal at the special meeting is required to approve the merger proposal and for the company merger to occur. A copy of the merger agreement is attached as Annex A to this proxy statement, which we encourage you to read carefully in its entirety.

Record Date, Notice and Quorum

The close of business on [●], 2024 is the record date for our stockholders of record entitled to receive notice of, attend and vote at, the special meeting or any postponement or adjournment of the special meeting. Each of our stockholders of record is entitled to one vote on each matter presented at the special meeting for each share of our common stock that such stockholder owned as of the record date. On the record date, our outstanding voting securities consisted of [●] shares of our common stock.

The presence in person or by proxy of our stockholders entitled to cast a majority of all of the votes entitled to be cast at the special meeting will constitute a quorum for purposes of the special meeting. A quorum is necessary to transact business at the special meeting. Abstentions and broker non-votes (as described below), if any, will be included in determining whether a quorum is present.

Required Vote

Completion of the company merger requires approval of the merger proposal by the affirmative vote of our stockholders entitled to cast a majority of all the votes entitled to be cast on the merger proposal at the special meeting. Each of our stockholders of record is entitled to one vote on each matter presented at the special meeting for each share of our common stock that such stockholder owned as of the record date. Because the required vote for the merger proposal is based on the number of votes our stockholders are entitled to cast rather than on the number of votes cast, if you fail to authorize a proxy to vote your shares of our common stock or vote at the special meeting (including by abstaining), or fail to instruct your broker, bank or other nominee on how to vote, such failure will have the same effect as voting against the merger proposal.

In addition, the approval of the advisory compensation proposal and the adjournment proposal each require the affirmative vote of a majority of the votes cast on the proposal. Approval of these proposals is not a condition

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to completion of the mergers. For the purpose of each of these proposals, if you fail to authorize a proxy to vote your shares of our common stock or vote at the special meeting, or fail to instruct your broker, bank or other nominee on how to vote, it will not have any effect on the outcome of such proposals. Abstentions are not considered votes cast and therefore will have no effect on the outcome of these proposals.

Accordingly, in order for your shares of our common stock to be voted, if you are one of our stockholders of record, you must either return the enclosed proxy card, authorize your proxy or voting instructions by telephone or through the Internet or vote at the special meeting.

As of the record date, our directors and executive officers owned and are entitled to vote an aggregate of approximately [●] shares of our common stock, entitling them to exercise approximately [●]% of the total combined voting power of our common stock at the special meeting. Our directors and executive officers, other than Zabrina M. Jenkins and Adrienne B. Pitts as specified in the following sentence, have informed us that they intend, as of the date hereof, to vote their shares in favor of all of the proposals set forth herein, although none has entered into any agreements obligating them to do so. Ms. Jenkins and Ms. Pitts have informed us that, as of the date hereof, they do not intend to vote in favor of Proposal 1.

Votes cast by proxy or at the special meeting will be counted by the person appointed by us to act as inspector of election for the special meeting. The inspector of election will also determine the number of shares of our common stock represented at the special meeting, in person or by proxy.

How to Authorize a Proxy

Our stockholders may vote or cause their shares of our common stock to be voted by proxy using one of the following methods:

Regardless of whether you plan to attend the special meeting, we request that you authorize a proxy for your shares of our common stock as described above as promptly as possible.

Under the rules of the New York Stock Exchange (“NYSE”), all of the proposals in this proxy statement are non-routine matters, so there can be no broker non-votes at the special meeting. Although our common stock trades on NASDAQ, the NYSE rules affect us because most of the shares of our common stock held in “street name” are held with NYSE member-brokers. A broker non-vote occurs when shares held by a broker, bank or other nominee are represented at a meeting, but the broker, bank or other nominee has not received voting instructions from the beneficial owner of such shares and does not have the discretion to direct the voting of such shares on a particular proposal but has discretionary voting power on other proposals at such meeting. Accordingly, if you own shares of our common stock 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 shares of our common stock 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 shares of our common stock. If you hold your shares through a broker, bank or other nominee, and wish to 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).

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Because the merger proposal requires the affirmative vote of our stockholders entitled to cast a majority of all the votes entitled to be cast on the merger proposal at the special meeting, the failure to provide your bank, broker or other nominee with voting instructions will have the same effect as a vote “AGAINST” the merger proposal. Because the approval of the advisory compensation proposal and the adjournment proposal each 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 or other nominee with voting instructions will have no effect on approval of either proposal, assuming a quorum is present.

Proxies and Revocation

If you authorize a proxy, your shares of our common stock will be voted at the special meeting as you indicate on your proxy. If no instructions are indicated when you authorize your proxy, your shares of our common stock will be voted in accordance with the recommendations of our board. Our board recommends that you vote “FOR” the merger proposal, “FOR” the advisory compensation proposal and “FOR” the adjournment proposal.

You may revoke your proxy at any time, but only before the proxy is voted at the special meeting, in any of three ways:

Attendance at the special meeting will not, in itself, constitute revocation of a previously granted proxy. If you own shares of our common stock in “street name,” you may revoke or change previously granted voting instructions by following the instructions provided by the broker, bank or other nominee that is the registered owner of the shares of our common stock.

Pursuant to our bylaws, only the matters set forth in the notice of special meeting may be brought before the special meeting.

Solicitation of Proxies

We will bear the cost of solicitation of proxies for the special meeting. In addition to the use of mail, proxies may be solicited by personal interview, telephone, facsimile, e-mail or otherwise, by our officers, directors and other employees, for which they will not receive additional compensation. We have engaged Innisfree to assist in the solicitation of proxies for a fee of $75,000, plus reimbursement of out-of-pocket expenses, and we have agreed to indemnify Innisfree against certain losses, costs and expenses. We also will request persons, firms and corporations holding shares in their names, or in the names of their nominees, that are beneficially owned by others to send or cause to be sent proxy materials to, and obtain proxies from, such beneficial owners and will reimburse such stockholders for their reasonable expenses in so doing.

Adjournments

Our bylaws permit the chairman of the special meeting, acting in his or her own discretion and without any action by our stockholders, to adjourn the special meeting (whether or not a quorum is present) to a later date and

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time and at a place announced at the special meeting, or provided at a future time through means announced at the 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 of our stockholders of record entitled to vote at the special meeting (subject to certain restrictions in the merger agreement, including that the special meeting generally may not be held, without the Parent Entities’ consent, on a date that is more than 30 days after the date on which the special meeting was originally scheduled).

Postponements

At any time prior to convening the special meeting, we may postpone the special meeting for any reason without the approval of our stockholders to a date not more than 120 days after the original record date (subject to certain restrictions in the merger agreement, including that the special meeting generally may not be held, without the Parent Entities’ consent, on a date that is more than 30 days after the date on which the special meeting was originally scheduled).

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THE MERGERS

General Description of the Mergers

Under the terms of the merger agreement, affiliates of Blackstone will acquire us and our subsidiaries, including the Partnership, through the merger of Merger Sub I with and into the Company and the merger of Merger Sub II and with and into the Partnership. Pursuant to the terms of the merger agreement, Merger Sub I will merge with and into the Company, with the Company continuing as the Surviving Corporation and Merger Sub II will be merged with and into the Partnership, with the Partnership continuing as the Surviving Partnership.

This proxy statement does not constitute any solicitation of consents in respect of the partnership merger and does not constitute an offer to exchange or retain the OP partnership units (including the vested LTIP units, which will be converted prior to the partnership merger effective time into OP partnership units as described above).

Background of the Mergers

Our board and management regularly review and evaluate our historical and potential future business and financial performance with the goal of maximizing near-term and longer-term stockholder value. As part of these ongoing evaluations, our board and management have, from time to time, considered various strategic alternatives, including: (i) executing the Company’s existing strategy as a stand-alone public company, (ii) opportunistically selling all or portions of the Company’s properties and purchasing other companies and/or additional shopping center properties, (iii) funding growth by raising capital in the public markets or by accessing third-party sources of private capital, and (iv) possibly selling the Company to, or combining the Company with, a third party. In furtherance of these ongoing evaluations, in recent years our board had numerous regular discussions regarding the Company’s performance and potential strategic alternatives.

In performing these evaluations, our board took into account the long-term strategic objectives it established, which are (i) to achieve and maintain an efficient cost structure, (ii) to provide investors with an efficient and effective way to invest in a West Coast focused shopping center business, (iii) to deliver attractive returns to our investors, including by continuously improving our best-in-class property operations platform, and (iv) to maintain a flexible balance sheet (that is, a balance sheet that delivers an efficient cost of capital while at the same time providing sufficient liquidity to fund opportunistic investments when appropriate).

From time to time, representatives of the Company, including Stuart Tanz, our Chief Executive Officer, Michael Haines, our Chief Financial Officer and Richard Baker, our Chairman, have met with executives of other companies in the real estate industry, including Blackstone, to discuss, among other things, industry developments, the Company’s financing needs and possible opportunities to buy, sell or enter into joint ventures with respect to properties. Similarly, Blackstone, as one of the largest real estate investors globally, regularly meets with public and private real estate companies across all property sectors to discuss the real estate landscape, industry trends, capital market conditions and potential opportunities. During discussions in 2021, representatives of Blackstone expressed to Mr. Tanz, Mr. Baker and Lee Neibart, a member of our board, that, based on its review of publicly available information, Blackstone was impressed with the Company and was interested in exploring a potential acquisition of the Company if the Company was interested in pursuing a transaction. The conversations were high-level, and no specific terms of a potential transaction were discussed.

During the fall of 2023 and spring of 2024, representatives of Blackstone had discussions with Mr. Haines and Mr. Tanz regarding the retail industry generally, the Company’s capital raising efforts in light of near-term debt maturities, as well as other potential opportunities for collaboration between the Company and Blackstone, including potential joint venture opportunities. The conversations were high-level and no specific terms were discussed.

By early 2024, our board and management were increasingly focused on the Company’s challenges relative to its peers and observed, among other things, that while the Company had a high-quality, well-managed

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portfolio, its ability to grow earnings and funds from operations (or FFO) per share was constrained. Paradoxically, one of the Company’s growth constraints was the high occupancy levels at its shopping centers (which limited the Company’s ability to achieve earnings and cash flow growth through vacancy reductions). The other constraint on growth was our higher level of debt relative to our public company peers and our higher cost of capital, which impacted our ability to grow through accretive acquisitions. Our board recognized that these constraints hindered our ability to accomplish the strategic objectives it had set for the Company, as described above. Our board also noted that securities analysts had observed similar challenges with respect to the Company. Accordingly, at a regularly scheduled meeting of the board in April 2024, the board directed our management to prepare and present a strategic review regarding the opportunities and challenges facing the Company, including alternative potential means of improving our growth prospects and share price performance and thereby better accomplishing our strategic objectives.

On June 19, 2024, a representative of Blackstone called Mr. Baker to communicate that if the Company were open to exploring strategic alternatives, Blackstone would be interested in exploring a potential acquisition of the Company. This conversation was very high-level and no specific terms were discussed. Blackstone had no further discussions with Mr. Baker prior to entering into the merger agreement, other than a subsequent call to reiterate Blackstone’s interest in a potential acquisition, during which Blackstone’s representative noted that if Blackstone were to pursue an acquisition of the Company it would only do so with the support of our board.

On July 11, 2024, a representative of Blackstone called Mr. Tanz again to express Blackstone’s interest in exploring a potential acquisition of the Company. In this conversation, the representative of Blackstone indicated that Blackstone had devoted a substantial amount of time to analyzing the Company based on publicly-available information, and that Blackstone would be able to move quickly if the Company were open to exploring strategic alternatives.

On July 23, 2024, at a regularly scheduled meeting of the board, Mr. Tanz (our CEO) presented to the board a strategic review regarding the opportunities and challenges facing the Company that covered, among other things, our constraints on growth, our debt level and cost of capital, our historical share price performance, the anticipated future performance of our existing real property portfolio, potential alternative strategies involving asset dispositions to fund acquisitions or debt repayment, potential changes in our business strategy, including expansion into new geographic markets or different types of real estate, the potential to raise capital or to dispose of assets through joint venture formation, and an overview of potential business combination transactions involving the Company with selected peer companies and financial buyers.

At the same meeting, Mr. Baker (our chairman) circulated copies of a letter, dated July 23, 2024, setting forth a nonbinding preliminary indication of interest by a real estate financial sponsor (“Party A”) in acquiring the Company for $15.80 per share in cash, subject to various potential adjustments and conditions. The indicative value of $15.80 per share represented a premium of 15.8% to the $13.64 per share closing price of our common stock on July 22, 2024 (the last trading day before the meeting), and a 25% premium to the trailing 30-day volume weighted average trading price (or VWAP) through that date. In its letter, Party A stated that it had participated in preliminary discussions with Mr. Baker regarding the potential for a property and asset management contract with one or more of his affiliated entities relating to the Company’s properties, which would take effect if Party A acquired the Company. Mr. Baker told the other directors that, because of the potential conflict of interest arising from those discussions with Party A, he would recuse himself from any discussion by our board of a transaction with Party A and from any exploration of alternatives to a transaction with Party A that the other directors might wish to pursue. Mr. Neibart then told the other directors that, in light of Mr. Neibart’s long-standing business relationship with Mr. Baker, he also would recuse himself from any such discussions. The other directors informed Mr. Baker that they would take Party A’s letter under review.

Our board subsequently established a committee consisting of all directors other than Mr. Baker, Mr. Neibart and Mr. Tanz (that is, Ms. Ho, Mr. Indiveri, Ms. Jenkins, Ms. Pitts, Mrs. Pomerantz, and Mr. Zorn)

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(the “committee”) with full power and authority to, among other things, evaluate and determine whether and how to respond to Party A’s preliminary indication of interest and to explore and evaluate strategic alternatives that potentially might be available to the Company. All six members of the committee represented a majority of the members our board, were not employees of the Company, and were independent in accordance with NASDAQ corporate governance requirements and our board’s independence standards.

On July 29, 2024, the committee met, with representatives of our management and outside counsel, Clifford Chance US LLP (“Clifford Chance”), in attendance to discuss Party A’s preliminary indication of interest. The committee discussed the desirability of conducting a review of the Company’s strategic alternatives, which included potentially (i) remaining independent, with or without changes to the Company’s business strategy, or (ii) engaging in various types of merger-and-acquisition (M&A) transactions. The committee also discussed the desirability of engaging an investment bank to assist it in analyzing the alternatives potentially available and, if appropriate, in soliciting acquisition proposals from parties other than Party A. The committee resolved to interview several reputable investment banks before selecting one, and instructed the Company’s management to respond to Party A by acknowledging the receipt of Party A’s indication of interest but provide no feedback pending the committee’s evaluation of the indication of interest and other strategic alternatives, including standalone alternatives. The closing price of our common stock on July 29, 2024 was $13.04 per share.

On July 30, 2024, Reuters published an article (the “Reuters Article”) describing rumors that Blackstone and the Company were in “early-stage talks” regarding a potential sale of the Company. On the same day, after publication of the Reuters Article, the closing price of our common stock was $15.74 per share.

On August 6, 2024, the committee met, with representatives of the Company’s management and Clifford Chance in attendance, to interview three potential financial advisors. Each of the interviewed financial advisors presented analyses to the committee that were based on publicly available information. Each of the three concluded, among other things, that despite the Company’s high-quality asset portfolio, the Company faced challenges limiting its growth prospects, which were exacerbated by the Company’s relatively high debt leverage. The committee discussed the three presentations during a subsequent meeting held on August 19, 2024, and then selected J.P. Morgan to act as the Company’s financial advisor after considering the overall reputation, experience and qualifications of J.P. Morgan and the other financial advisors, as well as J.P. Morgan’s knowledge of the real estate market.

On August 16, 2024, Party A sent a second letter to the Company reaffirming its confidence in its ability to quickly sign, finance and close an acquisition of the Company. The Company confirmed receipt of Party A’s second letter and noted that the committee would take it under review.

At a meeting held on August 19, 2024, the committee, with representatives of the Company’s management and Clifford Chance in attendance, discussed the Reuters Article, and each committee member confirmed they had not contacted, or been contacted by, Blackstone. Mr. Tanz told the committee that he previously met on various occasions with representatives of Blackstone where those representatives had expressed an interest in exploring a transaction with the Company should the opportunity arise, but no specific transaction had been discussed. Based on these responses, the committee concluded that the Reuters Article was inaccurate. The committee then discussed the standalone opportunities for the Company as well as the challenges facing the Company, and the committee members noted the importance of fully understanding the Company’s standalone prospects before making any decision to pursue a sale of the Company or other strategic alternative. Details regarding the standalone opportunities and challenges discussed by the committee at this meeting and subsequent meetings are discussed below under “—Reasons for the Merger.”

At meetings held on August 22, 2024 and August 26, 2024, the committee discussed a draft engagement letter provided by J.P. Morgan and subsequent revisions to the draft. At the August 26 meeting, the committee authorized the execution of the J.P. Morgan engagement letter. The committee then discussed various factors that J.P. Morgan should be instructed to take into account in evaluating the opportunities and challenges facing the

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Company if it continued on a standalone basis, including potential ways of extracting more value from the Company’s existing portfolio and the potential impact of recent and potential future movements in interest rates.

On September 5, 2024, the committee met, with representatives of our management, J.P. Morgan and Clifford Chance in attendance. J.P. Morgan’s representatives discussed the state of the shopping center REIT sector, the Company’s recent and current market valuation and potential opportunities and challenges for the Company were it to remain independent, and the potential impact on the Company’s standalone valuation if it were to pursue asset dispositions to fund acquisitions or debt repayment, change its business strategy, raise capital or dispose of assets through joint venture formation. Among other things, representatives of J.P. Morgan summarized for the committee a preliminary financial analysis for the Company based on business plans and estimates of our future financial performance prepared by our management, as set forth in the section of this Proxy Statement entitled “—Financial Projections”. The committee also discussed with J.P. Morgan the best process for maximizing value if the Company were to be sold should the committee determine to solicit indications of interest from third parties regarding potential strategic transactions. The committee and the representatives of J.P. Morgan also discussed certain risks and benefits of commencing a sale process in which parties would be invited to review confidential information and submit indications of interest with respect to a potential sale of the Company, including risks related to potential disruptions to our business and management’s attention from ongoing operations, the need to disclose proprietary and confidential information to current and potential competitors, and the benefits of obtaining near-term liquidity and potential certainty of value for our stockholders. After discussion of the potential risks and benefits of a sale process, the committee determined that it was in the best interests of our stockholders to take steps to further explore a potential sale of the Company, including by establishing a formal two-round sale process involving a broad outreach to potential bidders.

On September 8, 2024, the committee met, with representatives of our management and Clifford Chance in attendance. The committee discussed a proposed list of 17 third parties from whom the Company may wish to solicit indications of interest. At this meeting, the committee approved such outreach list and authorized J.P. Morgan to contact the parties on the list. The potential bidders were selected based on, among other things, experience in executing public mergers and/or acquisitions, financial ability to pay and capacity to execute a transaction of this size, experience in the shopping center space, potential interest in acquiring the Company and confidentiality and competitive concerns. Blackstone and Party A were among the parties J.P. Morgan was authorized to approach. Other parties that J.P. Morgan was authorized to approach included 4 public REITs and 13 real estate financial sponsors, sovereign wealth funds, and pension funds.

On September 9, 2024, in connection with an industry conference, Mr. Tanz and representatives of J.P. Morgan met with representatives of Blackstone and informed them that the Company was exploring a potential sale. The representatives of Blackstone indicated that they had devoted a substantial amount of time to analyzing the Company based on publicly-available information and were very interested in pursuing a potential transaction. They were prepared to move quickly and were eager to enter into a confidentiality agreement in order to conduct due diligence based on non-public information. No specific terms of a transaction were discussed.

On September 13, 2024, the Company entered into a confidentiality agreement with Blackstone, which included customary standstill provisions.

On September 20, 2024, the committee met, with representatives of our management, J.P. Morgan and Clifford Chance in attendance, to discuss the status of the solicitation of third-party indications of interest. J.P. Morgan’s representatives provided an update on the status of the confidentiality agreements with potential counterparties, noting that out of eleven parties contacted to date, seven (including Blackstone and two publicly-traded REITs which we refer to as “Party B” and “Party C”) had executed confidentiality agreements with customary standstill provisions (which standstills terminated, in accordance with their terms, upon the Company’s entry into the merger agreement); two had declined to proceed further; and the remaining two (including Party A) were still negotiating certain terms of their respective confidentiality agreements. The

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committee instructed J.P. Morgan to give parties who executed confidentiality agreements access to non-public information of the Company in an electronic data room (which we refer to as the “data room”) to conduct due diligence. From September 20, 2024 and until the Merger Agreement was signed, representatives of the Company’s management and J.P. Morgan held multiple discussions with representatives of Blackstone and other parties regarding their due diligence review of the Company and its business.

On September 20, 2024, the Company entered into a confidentiality agreement with Party A, which included customary standstill provisions (which standstill terminated, in accordance with its terms, upon the Company’s entry into the merger agreement). Party A requested and was granted approval to include two sovereign wealth funds as part of their acquisition consortium. On September 24, 2024, J.P. Morgan posted to the data room a process letter instructing the seven bidders who had executed confidentiality agreements to submit their preliminary non-binding proposals for a potential acquisition of the Company by October 10, 2024, which deadline was determined by the committee, based on input from J.P. Morgan, to be sufficient to allow the bidders to perform initial due diligence on the Company and prepare their preliminary proposals. The potential bidders were also asked to share their expected sources of equity and debt financing and the material assumptions made to arrive at their proposed purchase price, among other things.

On October 2, 2024, another pension fund contacted J.P. Morgan to express their interest in a potential transaction, but that party ultimately did not enter into a confidentiality agreement with the Company.

On October 3, 2024, the committee met, with representatives of our management, J.P. Morgan and Clifford Chance in attendance. J.P. Morgan’s representatives described the status of the process participants’ due diligence activities, noting that several participants appeared to be devoting significant resources to their due diligence activity, and these participants included Blackstone, Party A and two other real estate financial sponsors, as well as Party B, Party C and one other public REIT. J.P. Morgan discussed with the committee and our management the timing of readying the Company’s third quarter financial and operating information so that it can be shared with the process participants. Also at the meeting, the committee discussed the merits and risks of any potential share-for-share transaction with a strategic counterparty such as another REIT, including the risk that the notional value of the consideration offered in a share-for-share transaction would fluctuate (up or down), which could significantly affect the value of the consideration received by the Company’s shareholders or that a potential transaction may need to be approved by a vote of the shareholders of the acquirer, and various ways to evaluate and compare the respective relative merits and risks of an all-cash transaction, a share-for-share transaction, and the Company remaining independent.

On October 10, 2024, the committee met, with representatives of our management, J.P. Morgan and Clifford Chance in attendance, during which J.P. Morgan’s representatives described the three indicative acquisition proposals received earlier that day from Party A, to acquire the Company for $16.40 per share in cash; Party B, to acquire the Company in a share-for-share transaction with a fixed exchange ratio, nominally valued (based on the most recent closing price per share of Party B’s common stock) at $16.82 per share; Party C, to acquire the Company in a share-for-share transaction with a fixed exchange ratio, nominally valued (based on the most recent closing price per share of Party C’s common stock) at $16.46 per share; and Blackstone, to acquire the Company for $16.50 per share in cash (representing a 27% premium to the closing price of the Company’s common stock on July 29, 2029, the day before the Reuters Article was published) (we sometimes refer to the four indicative proposals received on October 10, 2024 collectively as the “October 10 Proposals”). Also at this meeting, the committee discussed the desirability of adopting employee severance and retention arrangements if the committee were to decide to proceed with a sale of the Company. The closing price of our common stock on October 10, 2024, was $15.44 per share. The four other parties that had entered into confidentiality agreements, but who did not submit acquisition proposals, indicated to J.P. Morgan that they were no longer interested in pursuing a potential transaction with the Company.

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On October 13, 2024, the committee met, with representatives of our management, J.P. Morgan and Clifford Chance in attendance, to discuss the October 10 Proposals in greater detail. Prior to this meeting, Party A indicated that they could potentially increase the value of their proposal by as much as $0.75 per share, implying a potential value of up to $17.15 per share.

In addition to comparing the per share consideration values implied by the October 10 Proposals, the committee, with assistance from J.P. Morgan and Clifford Chance, considered other differences among the October 10 Proposals. For example, the contemplated treatment of dividends between signing and closing varied across the four October 10 Proposals.

The committee discussed that the degree of certainty offered by the October 10 Proposals also varied. Along with its October 10 Proposal, Blackstone provided a draft merger agreement as well as drafts of an equity commitment letter and related limited guarantee, indicated that its proposal was not subject to any financing contingency, that Blackstone had conducted extensive due diligence to date and that Blackstone was prepared to negotiate and enter into definitive documents and concurrently complete any remaining confirmatory due diligence prior to the opening of market on the following Monday, October 14, 2024. The draft merger agreement provided by Blackstone contemplated that, among other things, (i) a wholly owned subsidiary of three affiliates of Blackstone would merge with and into the Company, with the holders of the Company common stock receiving cash consideration, (ii) another wholly owned subsidiary of three affiliates of Blackstone would merge with and into the Partnership, with the holders of Partnership units receiving the same cash consideration as the holders of common stock or, alternatively, unitholders of the Partnership would have the right to elect to retain their OP units, which would be governed by terms to be set forth in an amendment to the Partnership Agreement that was not yet provided by Blackstone, (iii) the Company would be subject to a prohibition on soliciting alternative proposals but would be permitted to (x) change its recommendation that stockholders approve the merger under certain circumstances, including if the failure to make such change would be inconsistent with its duties under applicable law, and (y) enter into an agreement with respect to a superior proposal by paying a termination fee equal to 3.8% of the Company’s equity value, along with matching rights in favor of the buyer if any superior proposal were received, (iv) the Company would not have the right to seek specific performance or damages from Blackstone but rather Blackstone would pay to the Company a reverse termination fee of 9% of the Company’s equity value as an exclusive remedy under certain circumstances, (v) the Company would be permitted to pay its next regular quarterly dividend but no other regular dividends thereafter.

As compared to Blackstone’s proposal, the other October 10 Proposals were not as well-developed and would require more time to convert into definitive agreements that were ready to sign. The committee also discussed that, while the indicative values of the two share-for-share proposals (from Parties B and C) were attractive, those proposals potentially might be reduced later in the process because Parties B and C (both of whom were viewed as competitors of the Company) had not yet been given certain competitively sensitive information such as rent rolls and details of the Company’s anticipated leasing activity; accordingly, the October 10 Proposals that Parties B and C submitted were based on the Company’s management-prepared financial estimates of our performance in 2025 and 2026. By contrast, Blackstone and Party A, who both had been given access to the information withheld from Parties B and C out of competition concerns, told J.P. Morgan that they believed those management-prepared estimates were overly optimistic and that their October 10 Proposals were based on downward-adjusted estimates of our future financial performance that each of them had developed following diligence. If Parties B and C were invited into the next round and given access to the competitively sensitive information, it was possible that, like Blackstone and Party A, they also would discount management’s estimates and this in turn could lead them to reduce the consideration they were willing to offer.

After these discussions, the committee decided to consider the October 10 Proposals overnight and to reconvene the following day.

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On October 14, 2024, with representatives of our management, J.P. Morgan and Clifford Chance in attendance, the committee met and resumed its discussion of the October 10 Proposals. When discussing the share-for-share October 10 Proposals made by Parties B and C, the committee was advised by J.P. Morgan that the maximum value that Parties B and C could offer was constrained by the pro forma effect of the proposed transactions on the respective acquirers’ funds from operations (or FFO) per share and other performance metrics: a transaction the market perceived to be potentially dilutive to the acquirer typically would cause the acquirer’s share price to fall significantly, thereby reducing the notional value of the consideration offered to the Company’s stockholders. In addition, the committee discussed certain concerns associated with the all-stock consideration offered by Parties B and C, including, among others, that their respective proposals used a fixed exchange ratio pursuant to which our stockholders would receive a specific amount of Party B or C common stock for each share of our common stock regardless of the value of Party B or C’s common stock at the time of closing and, given that a transaction with Party B or C would likely take several months to close, our stockholders would have no certainty of the value of the consideration they would receive at closing. The committee also discussed the fact that Party B’s stockholders might be required to approve a transaction, which would reduce the certainty of closing. The amount of fluctuation potentially could be reduced, and the need for a vote of Party’s B’s stockholders eliminated, if a significant portion of the consideration per share were payable in cash instead of shares of the acquirer. After this discussion, the committee instructed J.P. Morgan to invite each of Blackstone, Party A, Party B and Party C into the next round of the process and to encourage Parties B and C to add a substantial cash component to their next proposals in order to mitigate the risk of fluctuation in the consideration received by the Company’s shareholders based on the acquirer’s stock price.

The committee also discussed the need to continue evaluating the values that our stockholders might realize under the October 10 Proposals against the value that stockholders might realize if we remained independent.

On October 17, 2024, the committee met, with representatives of our management, J.P. Morgan and Clifford Chance in attendance, to discuss the next steps in the process. In particular, the committee considered the deadline to be set for the remaining process participants’ best and final proposals. During this meeting the committee also noted that, based on the fixed exchange ratios provided in the October 10 Proposals of Party B and Party C, the implied value of Party B’s all-stock proposal was $17.44 per share and the implied value of Party C’s all-stock proposal was $17.29 per share based on each company’s respective closing price on October 16, 2024. Representatives of J.P. Morgan advised the committee that, based on their conversations with the remaining process participants, Blackstone wanted the final bid deadline to be as soon as possible, Party B and Party C each preferred a bid deadline at least two weeks after the October 17 meeting, and Party A wanted at least a week or more. Following discussion, the committee determined that it was in the best interests of the Company’s stockholders provide an additional two weeks, and therefore set the bid deadline for October 31, 2024 so that all of the remaining interested parties had sufficient time to complete their due diligence and present their best and final proposals, and so that the Company, together with the Company’s advisors, could conduct reverse due diligence on Party B and Party C to obtain a better understanding of the merits and risks related to the stock consideration that would be received by the Company’s stockholders in a share-for-share transaction with one of those parties. The committee also discussed the merits of paying retention bonuses to motivate and retain employees and officers through the closing of a transaction and reviewed the terms of a draft employee retention plan (the “Retention Plan”) that had been circulated to the committee in advance of the meeting.

On October 19, 2024, J.P. Morgan furnished Blackstone, Party A, Party B and Party C with a process letter inviting each of them to finalize their due diligence and submit a fully-financed, binding offer and ready-to-sign legal documentation on a basis that they were prepared to execute (such proposals, the “Final Proposals”) by October 31, 2024. Parties B and C were also given access to the competitively sensitive information that was previously withheld. During the remainder of October 2024, Blackstone, Party A, Party B and Party C conducted additional due diligence with respect to the Company. The Company, together with the Company’s advisors, also conducted reverse due diligence on Party B and Party C. The closing price of our common stock on October 18, 2024 (the last trading day before the October 19 meeting) was $16.16 per share.

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On October 22, 2024, the Company furnished Blackstone, Party A, Party B and Party C a draft merger agreement, prepared with the assistance of representatives of Clifford Chance and the Company’s management. The Company’s draft that was furnished to Blackstone was based upon the draft agreement provided by Blackstone with its October 10 Proposal and contemplated that, among other things, (i) the termination fee payable by the Company if it terminated the merger agreement to accept a superior proposal would be equal to 2.75% of the Company’s equity value (rather than 3.8% in Blackstone’s original draft), (ii) the reverse termination fee payable by Blackstone in certain circumstances would be equal to 12.25% of the Company’s equity value (rather than 9% in Blackstone’s original draft)), (iii) the Company would be permitted to pay its regular quarterly dividends at a rate of $0.15 per share and a prorated dividend for the quarter in which the closing occurs and (iv) accepted Blackstone’s proposal that the Company not have the right to obtain specific performance against Blackstone.

Later on October 22, 2024, the committee met, with representatives of our management, J.P. Morgan and Clifford Chance in attendance. The committee discussed with representatives of J.P. Morgan and Clifford Chance various developments in the second round of the bidding process, including the furnishing of draft merger agreements, the preparation of merger agreement disclosure schedules, and the Company’s ongoing reverse due diligence on Parties B and C. The committee also discussed the benefits of adopting the Retention Plan.

On Friday, October 25, 2024, representatives of Simpson Thacher & Bartlett LLP, legal counsel to Blackstone (“Simpson Thacher”), on behalf of Blackstone, provided a markup of the draft merger agreement to representatives of J.P. Morgan and Clifford Chance, along with a draft amendment to the partnership agreement setting forth certain amendments to the partnership agreement to be adopted upon the partnership merger that would be applicable to unitholders of the Partnership who elect to retain their OP partnership units (as further discussed below under “The Merger Agreement — Treatment of Interests in the Partnership”). The revised draft merger agreement noted that the amounts of the Company termination fee and the reverse termination fee would be separately discussed. In addition, among other things, the merger agreement provided that, consistent with Blackstone’s original draft of the merger agreement, the Company would be permitted to pay its previously declared regular quarterly dividend payable in January 2025, but would otherwise not be permitted to pay any further regular dividends in respect of the Company common stock.

On the following Monday, October 28, 2024, representatives of Clifford Chance held a call with Simpson Thacher to discuss the markup that Simpson Thacher provided on October 25. Clifford Chance provided input and feedback but did not seek to negotiate the markup, advising Simpson Thacher that the deadline for submission of Final Proposals remained October 31, 2024, and Clifford Chance, at the committee’s instruction, would not engage in negotiations over the terms of the merger agreement until all the Final Proposals have been received by the Company.

On October 29, 2024, the committee met, with representatives of our management, J.P. Morgan and Clifford Chance in attendance. J.P. Morgan’s representatives summarized recent developments in the process, including that Party C had withdrawn. Party C had noted that, based on its belief that our management financial estimates of the Company’s performance in 2025 and 2026 were overly optimistic, Party C was unable to provide an attractive valuation for the Company and was no longer interested in pursuing a transaction. With input from Clifford Chance, the committee then discussed (i) the key provisions of the draft merger agreement, (ii) the next steps in the process leading up to, and beyond, the October 31, 2024 Final Proposal deadline, (iii) the revisions set forth in Simpson Thacher’s October 28 markup of the merger agreement and the feedback provided by Clifford Chance to Simpson Thacher, and (iv) certain details of the Retention Plan.

On October 31, 2024, Blackstone, Party A and Party B submitted their Final Proposals. Party A proposed an all-cash acquisition of the Company for $16.68 per share; Party B did not add any cash component to their offer as was previously suggested by J.P. Morgan, and proposed a 100% share-for-share acquisition of the Company with a lower fixed exchange ratio than was provided in its October 10 Proposal, which reflected an implied value (based on Party B’s most recent closing share price) of $16.11 per share; and Blackstone proposed an all-cash

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acquisition of the Company for $17.50 per share (representing a 34% premium to the closing price of the Company’s common stock on July 29, 2024, the day before the publication of the Reuters Article). Party A’s Final Proposal contemplated that the Company could declare and pay its regular quarterly dividends in accordance with past practice in an amount not exceeding $0.15 per Company share, Party B’s Final Proposal allowed regular quarterly dividends through closing, and Blackstone’s Final Proposal contemplated that the Company could declare and pay its previously declared regular quarterly dividend of $0.15 per share payable in January 2025 but not thereafter. Each of the Final Proposals was accompanied by a markup of the merger agreement and, in the case of Party A’s Final Proposal, also drafts of equity commitment letters and a related guarantee.

Blackstone’s Final Proposal indicated that its offer of $17.50 per share was its best and final offer, and that it was prepared to pay the same cash price to the holders of the Partnership’s OP units. Blackstone’s Final Proposal also indicated that Blackstone had completed its due diligence review (subject to receipt of the disclosure schedules) and was expressly contingent on signing a definitive merger agreement by 5:00 p.m. Eastern Time on Sunday November 3, 2024. Blackstone’s markup submitted with its Final Proposal was substantially similar to its October 28 draft and further provided that (i) termination fee payable by the Company if it terminated the merger agreement to accept a superior proposal would be equal to $78 million (representing 3.25% of the Company’s equity value), rather than 3.8% in Blackstone’s original draft and (ii) the reverse termination fee payable by Blackstone in certain circumstances would be equal to $239 million (representing 10% of the Company’s equity value), rather than 9% in Blackstone’s original draft.

The closing price of our common stock on October 31, 2024, was $15.50 per share.

Later on October 31, 2024, the committee met, with representatives of our management, J.P. Morgan and Clifford Chance in attendance. J.P. Morgan’s representatives briefed the committee on the Final Proposals received earlier that day and reviewed preliminary financial analyses of the Final Proposals. The committee considered, among other things, that Blackstone’s all-cash Final Proposal was at a materially higher level per share than the other two Final Proposals, provided for certainty of value as compared to the volatility inherent in the stock consideration offered by Party B, and that Blackstone’s merger agreement markup contained non-price terms that were more beneficial in the aggregate to the Company than those presented in Party A’s corresponding markup for an all-cash transaction. The committee asked whether there was any indication that Party A or Party B would be willing to improve the economic terms of their Final Proposals to match or beat the economic terms stated in Blackstone’s proposal. Representatives of J.P. Morgan reminded the committee that all of the bidders were instructed and repeatedly re-encouraged to present the highest value they could. J.P. Morgan’s representatives said they believed, based on extensive discussions with each party, including regarding the financial analyses and assumptions used by each of them in support of their respective Final Proposal, that the Final Proposals were the best and final offers from all three of them. The committee considered and discussed with our management and representatives of J.P. Morgan the potential merits and risks of pursuing a transaction with Blackstone, Party A or Party B, relative to the opportunities and challenges facing the Company if it remained independent.

Also on October 31, 2024, on behalf of the Company, representatives of Clifford Chance sent a draft of the Company’s disclosure schedules (which are referred to in the merger agreement) to representatives of Simpson Thacher.

On November 1, 2024, the committee met to continue their discussion from the prior day, with representatives of our management, J.P. Morgan and Clifford Chance in attendance. Representatives of J.P. Morgan discussed the financial attributes of Blackstone’s Final Proposal with the committee as compared to the Company’s estimated standalone valuation if it were to pursue asset dispositions to fund acquisitions or debt repayment, change its business strategy, raise capital or dispose of assets through joint venture formation. Representatives of Clifford Chance then described the merger agreement markup submitted as part of Blackstone’s Final Proposal.

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Also on November 1, 2024, J.P. Morgan sent to the board a letter containing disclosure of certain relevant information concerning J.P. Morgan’s business relationships with the Company and Blackstone.

Later on the same day, representatives of Clifford Chance sent a revised draft of the merger agreement, on behalf of the Company, to representatives of Simpson Thacher. The revised draft of the merger agreement reflected, among other things, (i) a reduction of the termination fee which would be payable if the Company terminated the merger agreement with Blackstone to enter into a definitive agreement providing for the implementation of a superior proposal from 3.25% to 3% of the Company’s equity value, and (ii) an increase of the reverse termination fee which would be payable by Blackstone if the Company terminated the merger agreement in certain circumstances, from $239 million (representing 10% of the Company’s equity value and 6.4% of the Company’s enterprise value) to $250 million (representing 10.5% of the Company’s equity value). Thereafter and continuing on Saturday, November 2, 2024, the Company, with the assistance of J.P. Morgan and Clifford Chance, on the one hand, and Blackstone, with the assistance of Simpson Thacher, on the other hand, continued to negotiate the terms of the proposed merger agreement and other transaction documents and exchanged and discussed various drafts of the documents. The negotiations covered various aspects of the transaction, including, among others, the amount of the termination fee and the reverse termination fee, representations and warranties made by the parties, the restriction on the conduct of the Company’s business until completion of the transaction, the conditions to completion of the merger, the terms relating to the treatment of the holders of OP units in the Partnership, the terms relating to payment of the Company termination fee and the reverse termination fee, and provisions regarding equity awards and other compensation matters.

On Sunday, November 3, 2024, a meeting of the full board of the Company was convened given Maryland law requires that a merger transaction must be approved by the full board and could not be approved by the committee. Mr. Baker and Mr. Neibart advised the other directors that they no longer were recusing themselves from the process because the business before the board did not involve a transaction with Party A. As a result, Mr. Baker and Mr. Neibart attended the meeting, as well as representatives of the Company’s management, J.P. Morgan and Clifford Chance. J.P. Morgan’s representatives referred the board to materials that J.P. Morgan had circulated in advance of the meeting, summarized for the board various preliminary financial analyses, which are described in more detail in the section of this Proxy Statement entitled “—Opinion of Our Financial Advisor,” and discussed various financial and other aspects of Blackstone’s Final Proposal. The board discussed the proposed transaction in detail, including, the matters described in the section of this Proxy Statement entitled “—Reasons for the Merger.” Mr. Baker told the other directors that because he had not previously been involved in discussions regarding the bidding process and lacked the information that the committee had developed and analyzed, he was concerned he was not sufficiently fully informed to evaluate whether $17.50 per share was adequate and appropriate. Mr. Baker requested that he be provided the materials that previously had been provided to the committee and that the board postpone acting on Blackstone’s proposal until Mr. Baker had the opportunity to review those materials. Mr. Baker also requested an analysis of the value that might be realized for the Company’s stockholders if the Company were to liquidate, and an analysis of the potential effects of significant interest movements on the Company’s share price if the Company remained independent. After further discussion, the board unanimously determined to postpone acting on Blackstone’s proposal.

On November 4, 2024, Blackstone sent a letter to the board noting that its Final Proposal of October 31 expired at 5:00 p.m. Eastern time on November 3, 2024, but that, in order to allow the board additional time to evaluate the merits of the transaction with Blackstone, Blackstone was willing to extend its offer until 5:00 p.m. Eastern Time on Wednesday, November 6, 2024 at which point its offer would expire and Blackstone would cease all further consideration of a transaction with the Company. In the same letter, Blackstone reiterated that $17.50 per share was its best and final offer.

On November 6, 2024, the board held a meeting with all members of the board in attendance, along with representatives of our management, J.P. Morgan and Clifford Chance. Representatives of J.P. Morgan discussed materials that were provided to the board in advance of the meeting, including a liquidation analysis and an analysis of the potential effect of interest rate movements on the Company’s share price. The board discussed the materials and the analyses they contained.

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Representatives of Clifford Chance then reviewed with the board the material terms of the proposed transaction with Blackstone and the board’s legal duties. The board resumed its discussion of the proposed transaction in detail previously commenced during the November 3, 2024 board meeting, including, without limitation, the matters described in the section of this Proxy Statement entitled “—Reasons for the Merger” and a proposed amendment to the Company’s bylaws that would make specified state and federal courts in Maryland the sole and exclusive forum for litigation relating to the Company’s internal affairs, including stockholder derivative suits and alleged breaches of duties owed to stockholders, and the federal district courts in the United States the sole and exclusive forum for litigation asserting solely a cause of action arising under the Securities Act of 1933, as amended. At the request of the board, J.P. Morgan reviewed its financial analyses of the Consideration provided for in the Merger Agreement. Following its presentation, J.P. Morgan delivered to the Company Board its oral opinion on November 6, 2024, confirmed by delivery of a written opinion dated November 6, 2024, to the effect that, as of such date and based upon and subject to the assumptions made, procedures followed, matters considered and limitations on the review undertaken by J.P. Morgan in preparing its opinion, the Consideration to be paid to the holders of the Company Common Stock in the proposed Transaction was fair, from a financial point of view, to such holders, as more fully described below in the section of this Proxy Statement entitled “—Opinion of Our Financial Advisor.”

At the meeting, all of the members of the board communicated their support for the transaction, with the exception of Mr. Zorn, Ms. Jenkins and Ms. Pitts. Each of Mr. Zorn, Ms. Jenkins and Ms. Pitts expressed a belief that the Company’s stockholders could potentially realize value greater than $17.50 per share if the Company were to remain independent, including through asset sales. Following that discussion the board, acting by majority vote (with six directors voting in favor and three, Mr. Zorn, Ms. Jenkins and Ms. Pitts, voting against), (i) approved, adopted and declared advisable the mergers, the merger agreement and the transactions contemplated thereby, (ii) determined that the mergers, the merger agreement and the other transactions contemplated thereby, are advisable and in the best interests of the Company, (iii) authorized and approved the execution, delivery and performance of the merger agreement by the Company and the consummation of the transactions contemplated thereby, on the terms and subject to the conditions set forth therein, (iv) recommended that the stockholders of the Company approve the mergers, the merger agreement and other transactions contemplated by the merger agreement, (v) directed that the company merger, the merger agreement and other transactions contemplated by the merger agreement, be submitted to the stockholders of the Company for their approval at a special meeting, and (vi) adopted and approved the Retention Plan and retention equity awards thereunder.

Following the conclusion of the board meeting, on November 6, 2024, the Company and Blackstone finalized and executed the merger agreement and the limited guarantee.

Later on November 6, 2024, Blackstone and the Company issued a joint press release announcing the execution of the merger agreement.

At the time of the execution of the merger agreement, Blackstone had not discussed the terms of any post-closing employment or equity participation for the Company’s management (other than the treatment of Partnership units) with any members of the Company’s management or the board.

Reasons for the Merger

At a meeting held on November 6, 2024 at which all nine directors were present, our board (with six directors voting in favor and three voting against) declared the transactions contemplated by the merger agreement, including the company merger, to be advisable and in our stockholders’ best interests, approved the execution, delivery and performance of the merger agreement and the consummation of the transactions contemplated thereby, and resolved to recommend that holders of our common stock approve the merger proposal. In evaluating the merger agreement and the transactions contemplated by the merger agreement, including the company merger, the board consulted with our senior management team, as well as our financial

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and legal advisors, and considered a number of factors weighing both expected benefits and potential risks. References to the belief of our board below refer to the determination of our board acting by majority vote.

Our board considered the following factors (not in any order of relative importance) that it the board viewed as being positive or favorable in coming to its determination and recommendation:

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In the course of its deliberations, our board also considered a number of uncertainties, risks and potentially negative factors relating to entering into the merger agreement, including (not necessarily in the order of relative importance):

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Our board concluded that the uncertainties, risks and potentially negative factors relevant to the mergers were outweighed by the potential benefits.

In addition, our board was aware of and considered the fact that some of the Company’s directors and executive officers have interests in the mergers that are different from, or in addition to, the Company stockholders generally, including those interests that are a result of employment and compensation arrangements with the Company. For more information, see the section of this Proxy Statement entitled “—Interests of Our Directors and Executive Officers in the Merger.”

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 determine and declare the transactions contemplated by the merger agreement, including the company merger, to be advisable and in the best interests of the Company and our stockholders and to approve the execution, delivery and performance of the merger agreement and the consummation of the transactions contemplated thereby, and to resolve to recommend that the holders of common stock approve the merger proposal, the board did not quantify or assign any relative weights to, and did not make specific assessments of, the factors considered, and individual directors may have given different weights to different factors. Rather, the board based its decisions on the totality of the factors and information it considered. The board did not reach any specific conclusion with respect to any of the factors or reasons considered. Moreover, each member of the board applied his or her own personal business judgment to the process and may have given different weight to different factors.

The explanation of the factors and reasoning set forth above contain forward-looking statements and should be read in conjunction with the section of this Proxy Statement entitled “Cautionary Statement Regarding Forward-Looking Statements.”

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Recommendation of Our Board of Directors

Our board has approved and declared advisable the company merger, the merger agreement and the other transactions contemplated thereby, and determined the company merger, the merger agreement and the other transactions contemplated by the merger agreement, on the terms and conditions of the merger agreement, to be advisable and in the best interests of the Company. Our board recommends that you vote “FOR” the merger proposal, “FOR” the advisory compensation proposal and “FOR” the adjournment proposal.

Unaudited Prospective Financial Information

In connection with ordinary course activities, our management prepared certain unaudited prospective financial information for the Company for the next twelve months as of September 30, 2024 and for the fiscal years ending December 31, 2024 through December 31, 2027, which we refer to as the “financial projections,” which is summarized below. Such financial projections were provided to our board and to J.P. Morgan and approved by our board for use by J.P. Morgan in connection with its financial analyses and fairness opinion. The financial projections were also made available to each of Blackstone and Parties A, B and C in connection with their due diligence review of a potential transaction.

The financial projections were not intended for public disclosure, and, accordingly, do not necessarily comply with, nor were they prepared with a view toward compliance with, the published guidelines of the SEC, the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of financial forecasts or generally accepted accounting principles (“GAAP”) (and do not include footnote disclosures as may be required by GAAP). Neither the Company’s independent auditors nor any other independent accountants have compiled examined, or performed any procedures with respect to the financial projections, nor have they expressed any opinion or any other form of assurance on such information or its achievability, and assume no responsibility for, and disclaim any association with, the financial projections. A summary of the financial projections is included in this proxy statement only because the financial projections were made available to our board and J.P. Morgan as described in this proxy statement. The inclusion of the financial projections in this proxy statement does not constitute an admission or representation by us that the information contained therein is material information nor should the inclusion be regarded as an indication that the Company or anyone else then considered, or now considers, such summaries to be necessarily predictive of actual future events, and this information should not be relied upon as such. In light of the foregoing, our stockholders are cautioned not to place undue reliance thereon. The Ernst & Young LLP report included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, which is incorporated by reference into this proxy statement, relates to the Company’s historical financial information and does not extend to the financial projections and should not be read to do so.

In the view of our management, the financial projections were prepared on a reasonable basis reflecting our management’s best available estimates and judgments regarding our future financial performance at the time they were prepared. The financial projections have been included only to reflect information made available to our board and J.P. Morgan at the time of certain events and decisions, are not facts and should not be relied upon as indicative of actual future results, and you are cautioned not to rely on the financial projections. While presented with numerical specificity, the financial projections are based upon a variety of estimates and assumptions that are inherently uncertain, though considered reasonable by our management as of the date of their preparation. Some or all of the estimates and 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. None of the Company or any of our affiliates, advisors or other representatives assumes any responsibility for the validity, reasonableness, accuracy or completeness of the financial projections. Neither the Company nor any of our affiliates, advisors or other representatives have or intend to, and each of them disclaims any obligation to, update, revise or correct the financial projections if any or all of them have become or become inaccurate (even in the short term) since the time of their preparation. These considerations should be taken into account in reviewing the financial projections, which were prepared as of an earlier date.

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The financial projections do not reflect changes in general business or economic conditions since the time they were prepared, changes in our businesses or prospects since the time they were prepared, or any other transaction or event that has occurred or that may occur and that was not anticipated at the time the financial projections were prepared, and the financial projections are not necessarily indicative of current values or future performance, which may be significantly more favorable or less favorable than as set forth below and should not be regarded as a representation that the financial projections will be achieved. The projections also reflect assumptions as to certain business decisions that are subject to change. In addition, our future financial performance may be affected by our ability to successfully implement a number of initiatives to improve our operations and financial performance and our ability to achieve strategic goals, objectives and targets over the applicable periods.

Because the financial projections reflect subjective judgment in many respects, they are susceptible to multiple interpretations and frequent revisions based on actual experience and business developments. The financial projections also cover multiple years, and such information by its nature becomes less predictive with each succeeding year. The estimates and assumptions underlying the financial projections involve judgments with respect to, among other things, economic, competitive and financial market conditions and future business decisions that may not be realized and that are inherently subject to significant business, economic and competitive uncertainties and contingencies, including, among other things, the inherent uncertainty of the business and economic conditions affecting the industries in which we operate. The financial projections constitute forward-looking information and are subject to a wide variety of significant risks and uncertainties that could cause the actual results to differ materially from the projected results. For additional information on factors that may cause our future financial results to materially vary from the financial projections, see the section entitled “Cautionary Statement Regarding Forward-Looking Statements.” Accordingly, there can be no assurance that the financial projections will be realized or that actual results will not differ materially from the financial projections, and the financial projections cannot be considered a guarantee of future operating results and should not be relied upon as such. Neither we nor our affiliates nor advisors nor any other person has made any representation to any of our stockholders or any other person regarding our actual performance compared to the results included in the financial projections. We have not made any representation to Blackstone or its affiliates, in the merger agreement or otherwise, concerning the financial projections.

This proxy statement contains certain non-GAAP financial measures, including:

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The Company believes that its presentation of these non-GAAP measures provides useful supplemental information to investors and our management regarding the Company’s financial condition and results of operations. Other firms may calculate non-GAAP measures differently than the Company, which limits comparability between companies. Non-GAAP measures are not in accordance with, nor a substitute for, GAAP.

The SEC rules that would otherwise require a reconciliation of a non-GAAP financial measure to the most directly comparable financial measure calculated and presented in accordance with GAAP do not apply to non-GAAP financial measures included in a disclosure relating to a proposed business combination such as the company merger if the disclosure is included in a document such as this proxy statement. In addition, reconciliations of non-GAAP financial measures were not relied upon by our board in connection with its evaluation of the company merger or by J.P. Morgan for purposes of its financial analyses and opinion. Accordingly, we have not provided a reconciliation of the non-GAAP financial measures included in the financial projections to the most directly comparable GAAP financial measures. Non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information calculated and presented in accordance with GAAP, and non-GAAP financial measures as used by us may not be comparable to similarly titled amounts used by other companies. Accordingly, these non-GAAP financial measures should be considered together with, and not as an alternative to, financial measures calculated and presented in accordance with GAAP.

The financial projections should be evaluated, if at all, in conjunction with the historical financial statements and other information contained in our public filings with the SEC. The financial projections do not take into account any circumstances or events occurring after the date they were prepared, including the company merger. Further, the financial projections do not take into account the effect of any failure of the company merger to be consummated and should not be viewed as accurate or continuing in that context.

Financial Projections

The following table summarizes the financial projections of the Company that were provided to our board in connection with the evaluation of a possible transaction. Except as noted in the footnotes to the following tables, the following financial projections were also provided to J.P. Morgan by us for use in connection with its financial analyses and the fairness opinion rendered to our board (summarized under the section entitled “ —Opinion of Our Financial Advisor” below).

The following tables presents a summary of the financial projections:

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Opinion of Our Financial Advisor

Pursuant to an engagement letter, the Company retained J.P. Morgan as its financial advisor in connection with the transactions contemplated by the merger agreement, including the mergers.

At the meeting of our board on November 6, 2024, J.P. Morgan rendered its oral opinion to our board that, as of such date and based upon and subject to the assumptions made, procedures followed, matters considered and limitations on the review undertaken by J.P. Morgan in preparing its opinion, the common stock merger consideration to be paid to our stockholders in the company merger was fair, from a financial point of view, to such stockholders. J.P. Morgan confirmed its November 6, 2024 oral opinion by delivering its written opinion, dated November 6, 2024, to our board that, as of such date, the common stock merger consideration to be paid to our stockholders in the company merger was fair, from a financial point of view, to such stockholders.

The full text of the written opinion of J.P. Morgan, dated November 6, 2024, which sets forth, among other things, the assumptions made, procedures followed, matters considered and limitations on the review undertaken by J.P. Morgan in preparing its opinion, is attached as Annex B to this proxy statement and is incorporated herein by reference. The summary of the opinion of J.P. Morgan set forth in this proxy statement is qualified in its entirety by reference to the full text of such opinion. Our stockholders are urged to read the opinion in its entirety. J.P. Morgan’s opinion was addressed to our board (in its capacity as such) in connection with and for the purposes of its evaluation of the company merger, was directed only to the common stock merger consideration to be paid in the company merger and did not address any other aspect of the company merger. J.P. Morgan expressed no opinion as to the fairness of the common stock merger consideration to the holders of any other class of securities, creditors or other constituencies of the Company or as to the underlying decision by us to engage in the company merger. The issuance of J.P. Morgan’s opinion was approved by a fairness committee of J.P. Morgan. The summary of the opinion of J.P. Morgan set forth in this proxy statement is qualified in its entirety by reference to the full text of such opinion. The opinion does not constitute a recommendation to any of our stockholders as to how such stockholder should vote with respect to the company merger or any other matter.

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In arriving at its opinion, J.P. Morgan, among other things:

In addition, J.P. Morgan held discussions with certain members of our management and the management of the Parent Entities with respect to certain aspects of the company merger, and the past and current business operations of the Company, the financial condition and future prospects and operations of the Company, and certain other matters J.P. Morgan believed necessary or appropriate to its inquiry.

In giving its opinion, J.P. Morgan relied upon and assumed the accuracy and completeness of all information that was publicly available or was furnished to or discussed with J.P. Morgan by the Company and the Parent Entities or otherwise reviewed by or for J.P. Morgan. J.P. Morgan did not independently verify any such information or its accuracy or completeness and, pursuant to J.P. Morgan’s engagement letter with the Company, J.P. Morgan did not assume any obligation to undertake any such independent verification. J.P. Morgan did not conduct and was not provided with any valuation or appraisal of any assets or liabilities, nor did J.P. Morgan evaluate the solvency of the Company or the Parent Entities under any state or federal laws relating to bankruptcy, insolvency or similar matters. In relying on financial analyses and forecasts provided to J.P. Morgan or derived therefrom, J.P. Morgan assumed that they were reasonably prepared based on assumptions reflecting the best currently available estimates and judgments by our management as to the expected future results of operations and financial condition of the Company to which such analyses or forecasts relate. J.P. Morgan expressed no view as to such analyses or forecasts or the assumptions on which they were based. J.P. Morgan also assumed that the company merger and the other transactions contemplated by the merger agreement will be consummated as described in the merger agreement, and that the definitive merger agreement will not differ in any material respects from the draft thereof furnished to it. J.P. Morgan also assumed that the representations and warranties made by the Company, the Partnership, Parent Entities, Merger Sub I and Merger Sub II in the merger agreement and the related agreements were and will be true and correct in all respects material to its analysis. J.P. Morgan is not a legal, regulatory or tax expert and relied on the assessments made by advisors to the Company with respect to such issues. J.P. Morgan further assumed that all material governmental, regulatory or other consents and approvals necessary for the consummation of the company merger will be obtained without any adverse effect on the Company or on the contemplated benefits of the company merger.

The projections furnished to J.P. Morgan were prepared by our management as discussed more fully in “—Unaudited Prospective Financial Information—Financial Projections”, which in each case were discussed with, and approved for J.P. Morgan’s use in connection with its financial analyses by, our board. The Company does not publicly disclose internal management projections of the type provided to J.P. Morgan in connection with J.P. Morgan’s analysis of the company merger, and such projections were not prepared with the purpose of,

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or a view toward, public disclosure. These projections were based on numerous variables and assumptions that are inherently uncertain and may be beyond the control of our management, including, without limitation, factors related to general economic and competitive conditions and prevailing interest rates. Accordingly, actual results could vary significantly from those set forth in such projections. For more information regarding the use of projections and other forward-looking statements, please refer to “—Unaudited Prospective Financial Information—Financial Projections.”

J.P. Morgan’s opinion was necessarily based on economic, market and other conditions as in effect on, and the information made available to J.P. Morgan as of, the date of such opinion. It should be understood that subsequent developments may affect J.P. Morgan’s opinion and that J.P. Morgan does not have any obligation to update, revise or reaffirm such opinion. J.P. Morgan’s opinion is limited to the fairness, from a financial point of view, of the common stock merger consideration to be paid to our stockholders in the company merger, and J.P. Morgan has expressed no opinion as to the fairness of any consideration paid in connection with the company merger to the holders of any other class of securities, creditors or other constituencies of the Company or as to the underlying decision by the Company to engage in the company merger. Furthermore, J.P. Morgan expressed no opinion with respect to the amount or nature of any compensation to any officers, directors or employees of any party to the company merger, or any class of such persons relative to the common stock merger consideration to be paid to our stockholders in the company merger or with respect to the fairness of any such compensation.

The terms of the merger agreement were determined through arm’s length negotiations between the Company and the Parent Entities, and the decision to enter into the merger agreement was solely that of our board. J.P. Morgan’s opinion and financial analyses were only one of the many factors considered by our board in its evaluation of the company merger and should not be viewed as determinative of the views of our board or our management with respect to the company merger or the common stock merger consideration.

In accordance with customary investment banking practice, J.P. Morgan employed generally accepted valuation methodologies in rendering its opinion to our board on November 6, 2024 and in the financial analyses presented to our board on such date in connection with the rendering of such opinion. The following is a summary of the material financial analyses utilized by J.P. Morgan in connection with rendering its opinion to our board and does not purport to be a complete description of the analyses or data presented by J.P. Morgan. Some of the summaries of the financial analyses include information presented in tabular format. The tables are not intended to stand alone, and in order to more fully understand the financial analyses used by J.P. Morgan, the tables must be read together with the full text of each summary. Considering the data set forth 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 J.P. Morgan’s analyses.

Public Trading Multiples

Using publicly available information, J.P. Morgan compared selected financial data of the Company with similar data for selected publicly traded companies engaged in businesses that J.P. Morgan judged to be sufficiently analogous to the Company (or aspects thereof) based on J.P. Morgan’s experience and its familiarity with the industries in which the Company operates. The companies selected by J.P. Morgan were as follows:

These companies were selected, among other reasons, because they are publicly traded companies with operations and businesses that, for the purposes of J.P. Morgan’s analysis, J.P. Morgan considered to be similar

to those of the Company. However, certain of these companies may have characteristics that are materially

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different from those of the Company. The analyses necessarily involve complex considerations and judgments concerning differences in financial and operational characteristics of the companies involved and other factors that could affect the selected companies differently than they would affect the Company.

P/2024E FFO and P/2025E FFO

Using publicly available information, J.P. Morgan calculated, for each selected company, the multiples of the closing price per share (the “P”) for such selected company as of November 1, 2024 to the consensus equity research analyst estimates for such selected company’s funds from operations (the “FFO”) per share for fiscal years 2024E (the “P/2024E FFO Multiple”) and 2025E (the “P/2025E FFO Multiple”).

Based on the above analysis, J.P. Morgan selected for the Company (i) a P/2024E FFO Multiple reference range of 12.50x to 17.00x and (ii) a P/2025E FFO Multiple reference range of 12.25x to 16.00x. J.P. Morgan then applied the P/2024E FFO Multiple reference range and the P/2025E FFO Multiple reference range to the Company’s 2024E FFO and 2025E FFO per share, respectively, as provided in the management projections.

The analysis indicated a range of implied per share equity value for our common stock (rounded to the nearest $0.25) of (i) in the case of the P/2024E FFO Multiple reference range, approximately $13.00 to $18.00 and (ii) in the case of the P/2025E FFO Multiple reference range, approximately $13.50 to $17.75, which J.P. Morgan compared to the common stock merger consideration of $17.50, the closing price of the our common stock as of November 1, 2024 of $15.59 (the “Company Nov. 1 Common Stock Price”) and the unaffected closing price of the our common stock as of July 29, 2024 of $13.04 (the “Company Unaffected Common Stock Price”).

Trading Capitalization Rate

Using publicly available information, J.P. Morgan calculated each selected company’s cash net operating income for the six-month period ending June 30, 2024 to a third-party research analyst estimate for such selected company’s implied real estate value as of June 30, 2024 (the “Implied Capitalization Rate”).

Based on the results of this analysis, J.P. Morgan selected an Implied Capitalization Rate reference range for the Company of 5.8% to 7.2%. J.P. Morgan then applied such reference range to the Company’s cash net operating income calculated for the next twelve months as of September 30, 2024 (the “NTM 9/30/24 Cash NOI”) based on the estimated Cash NOI for 2024 and 2025 in the financial projections, to derive a range of implied real estate values for the Company (the “Company Implied Real Estate Value”).

The analysis indicated a range of implied per share equity value for our common stock (rounded to the nearest $0.25) of approximately $14.25 to $20.25 which J.P. Morgan compared to the common stock merger consideration of $17.50, the Company Nov. 1 Common Stock Price of $15.59 and the Company Unaffected Common Stock Price of $13.04.

Selected Transactions Analysis

Using publicly available information, J.P. Morgan examined selected transactions involving businesses which J.P. Morgan judged to be similar to the Company’s business (or aspects thereof) based on J.P. Morgan’s experience and familiarity with the industries in which the Company operates. The following transactions were selected by J.P. Morgan as relevant to the evaluation of the company merger:

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None of the selected transactions reviewed was identical to the company merger. However, the selected transactions were chosen because certain aspects of the transactions, for purposes of J.P. Morgan’s analysis, may be considered similar to the company merger. The analyses necessarily involve complex considerations and judgments concerning differences in financial and operational characteristics of the companies involved and other factors that could affect the transactions differently than they would affect the company merger.

Using publicly available information, for each selected transaction, J.P. Morgan calculated the target company’s cash net operating income divided by such target company’s implied real estate value as of the date of the announcement of the applicable selected transaction (the “Selected Transactions Implied Capitalization Rate”).

Based on the above analysis, J.P. Morgan selected a Selected Transactions Implied Capitalization Rate reference range for the Company of 6.5% to 7.1%. J.P. Morgan then applied such reference range to the NTM 9/30/24 Cash NOI. The analysis indicated a range of implied per share equity value for our common stock (rounded to the nearest $0.25) of approximately $14.75 to $17.00, which J.P. Morgan compared to the common stock merger consideration of $17.50, the Company Nov. 1 Common Stock Price of $15.59 and the Company Unaffected Common Stock Price of $13.04.

Discounted Cash Flow Analysis

J.P. Morgan conducted a discounted cash flow analysis for the purpose of determining an implied equity value per share for our common stock using the unlevered free cash flows that the Company is expected to generate from fiscal year 2025 through fiscal year 2027 as provided in the management projections. J.P. Morgan calculated a range of terminal values for the Company at the end of this period by applying a range of terminal growth rates from 2.0% to 2.5%, based on guidance provided by our management, to the estimate of the unlevered terminal free cash flows for the Company at the end of fiscal year 2027, as provided in the management projections. J.P. Morgan then discounted the unlevered free cash flow estimates and the range of terminal values to present value as of December 31, 2024 using a range of discount rates from 7.5% to 8.0%, which range was chosen by J.P. Morgan based upon an analysis of the weighted average cost of capital of the Company. The present value of the unlevered free cash flow estimates and range of terminal values were then adjusted by subtracting net debt and other adjustments for the Company as of September 30, 2024, based on guidance provided by our management. This analysis indicated a range of implied per share equity value for our common stock (rounded to the nearest $0.25) of $13.75 to $18.00, which J.P. Morgan compared to the common stock merger consideration of $17.50, the Company Nov. 1 Common Stock Price of $15.59 and the Company Unaffected Common Stock Price of $13.04.

Miscellaneous

The foregoing summary of certain material financial analyses does not purport to be a complete description of the analyses or data presented by J.P. Morgan. The preparation of a fairness opinion is a complex process and is not necessarily susceptible to partial analysis or summary description. J.P. Morgan believes that the foregoing summary and its analyses must be considered as a whole and that selecting portions of the foregoing summary and these analyses, without considering all of its analyses as a whole, could create an incomplete view of the processes underlying the analyses and its opinion. As a result, the ranges of valuations resulting from any particular analysis or combination of analyses described above were merely utilized to create points of reference for analytical purposes and should not be taken to be the view of J.P. Morgan with respect to the actual value of the Company. The order of analyses described does not represent the relative importance or weight given to those analyses by J.P. Morgan. In arriving at its opinion, J.P. Morgan did not attribute any particular weight to any analyses or factors considered by it and did not form an opinion as to whether any individual analysis or factor (positive or negative), considered in isolation, supported or failed to support its opinion. Rather, J.P. Morgan considered the totality of the factors and analyses performed in determining its opinion.

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Analyses based upon forecasts of future results are inherently uncertain, as they are subject to numerous factors or events beyond the control of the parties and their advisors. Accordingly, forecasts and analyses used or made by J.P. Morgan are not necessarily indicative of actual future results, which may be significantly more or less favorable than suggested by those analyses. Moreover, J.P. Morgan’s analyses are not and do not purport to be appraisals or otherwise reflective of the prices at which businesses actually could be acquired or sold. None of the selected companies reviewed as described in the above summary is identical to the Company, and none of the selected transactions reviewed was identical to the company merger. However, the companies selected were chosen because they are publicly traded companies with operations and businesses that, for purposes of J.P. Morgan’s analysis, may be considered similar to those of the Company. The transactions selected were similarly chosen because certain aspects of the transactions, for purposes of J.P. Morgan’s analysis, may be considered similar to the company merger. The analyses necessarily involve complex considerations and judgments concerning differences in financial and operational characteristics of the companies involved and other factors that could affect the companies compared to the Company and the selected transactions compared to the company merger.

As a part of its investment banking business, J.P. Morgan and its affiliates are continually engaged in the valuation of businesses and their securities in connection with mergers and acquisitions, investments for passive and control purposes, negotiated underwritings, secondary distributions of listed and unlisted securities, private placements, and valuations for corporate and other purposes. J.P. Morgan was selected to advise the Company with respect to the company merger and deliver an opinion to our board with respect to the company merger on the basis of, among other things, such experience and its qualifications and reputation in connection with such matters and its familiarity with the Company and the industries in which it operates.

For financial advisory services rendered in connection with the mergers, the Company has agreed to pay J.P. Morgan an estimated fee of up to approximately $32 million, $3 million of which became payable to J.P. Morgan at the time J.P. Morgan delivered its opinion and the remainder of which is contingent and payable upon the consummation of the company merger. In addition, the Company has agreed to reimburse J.P. Morgan for its certain of its costs and expenses incurred in connection with its services, including the fees and disbursements of counsel, and will indemnify J.P. Morgan against certain liabilities arising out of J.P. Morgan’s engagement.

Other than financial advisory services rendered in connection with the mergers, during the two years preceding the date of J.P. Morgan’s written opinion, J.P. Morgan and its affiliates have had commercial or investment banking relationships with the Company, for which J.P. Morgan and such affiliates have received customary compensation. Such services during such period have included acting as joint lead bookrunner on the Company’s offering of debt securities in September 2023. During the two-year period preceding the delivery of J.P. Morgan’s opinion, the aggregate fees recognized by J.P. Morgan from the Company were approximately $1 million. In addition, during the two years preceding the date of J.P. Morgan’s written opinion, J.P. Morgan and its affiliates have had commercial or investment banking relationships with Blackstone, an affiliate of Parent, for which J.P. Morgan and its affiliates have received customary compensation. Such services during such period have included acting as financial advisor to a Blackstone affiliate on the sale of a Milan real estate asset in July 2024, acting as joint lead bookrunner on a Blackstone affiliate’s offering of debt securities in September 2024, and providing syndicated lending, equity underwriting, debt underwriting and financial advisory services to Blackstone and its affiliates’ portfolio companies. In addition, J.P. Morgan and/or its affiliates are currently providing investment banking services to Blackstone and/or its affiliates in connection with transactions that are unrelated to the mergers. J.P. Morgan and/or its affiliates expect to receive customary compensation in connection with such investment banking services which, considered in the aggregate and assuming all the transactions are actually completed, are expected by J.P. Morgan to be significantly greater than the fee for financial advisory services that J.P. Morgan expects to receive from the Company in connection with the mergers. J.P. Morgan’s commercial banking affiliate is also an agent bank and a lender under outstanding credit facilities of Blackstone and its affiliates’ portfolio companies, for which it receives customary compensation or other financial benefits. During the two years preceding the date of J.P. Morgan’s written opinion, the aggregate fees recognized by J.P. Morgan from Blackstone and its affiliates and their portfolio companies were

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approximately $155 million. In addition, J.P. Morgan and its affiliates hold, on a proprietary basis, less than 1% of the outstanding common stock of each of the Company and Blackstone. In the ordinary course of their businesses, J.P. Morgan and its affiliates actively trade the debt and equity securities or financial instruments (including derivatives, bank loans or other obligations) of the Company and Blackstone (including its affiliates’ portfolio companies) for their own accounts or for the accounts of customers and, accordingly, likely hold long or short positions in such securities or other financial instruments. The information regarding relationships of J.P. Morgan and the fees recognized by J.P. Morgan disclosed in this paragraph is based upon information provided to us by J.P. Morgan.

Financing

In connection with the closing of the mergers, the Parent Entities will cause an aggregate of approximately $2.4 billion to be paid to our stockholders (other than holders of cancelled shares), restricted stock awards, and the minority limited partners (assuming none of the minority limited partners elect to retain OP Partnership Units in the Surviving Partnership). The Parent Entities have informed us that in connection with the closing of the mergers, the Parent Entities expect to cause the outstanding indebtedness under our revolving credit facility, term loan and unsecured notes to be repaid in full. The Parent Entities also expect our mortgage loans to be repaid. As of December 23, 2024, we had approximately $420.0 million aggregate principal amount outstanding under our revolving credit facility. As of December 23, 2024, we had approximately $1.0 billion aggregate principal amount outstanding under our term loan and unsecured notes and approximately $33.3 million in mortgage loans outstanding.

The Parent Entities have informed us they have received a debt commitment letter from Morgan Stanley Bank, N.A., Bank of America, N.A., Citigroup Global Markets Inc., and Wells Fargo Bank, N.A., providing for debt financing in an aggregate amount of up to $2.58 billion, which debt financing would be incurred by the Surviving Partnership and/or certain of its subsidiaries substantially concurrently with the closing of the mergers, however, the Parent Entities may seek to obtain alternative or additional debt financing in connection with the mergers. In addition, it is expected that the Sponsor will contribute equity to the Parent Entities for the purpose of funding the acquisition costs (including the common stock merger consideration and partnership unit merger consideration) that are not covered by such debt financing.

The Parent Entities have informed us that in addition to the payment of the common stock merger consideration and partnership unit merger consideration, the funds to be obtained from the debt and equity financing may be used for purposes such as reserves, the refinancing of certain of our existing debt, funding working capital requirements, and for other costs and expenses related to the financing and the mergers. The Parent Entities have informed us that they currently believe that the funds to be borrowed under the potential debt financing would be secured by, among other things, a first priority mortgage lien on certain properties that are wholly owned by the Company, certain escrows and reserves and such other pledges and security required by the lenders to secure and perfect their interests in the applicable collateral, and that such debt financing would be conditioned on the mergers being completed and other customary conditions for similar financings.

The merger agreement does not contain a financing condition or a “Market MAC” condition to the closing of the mergers. We have agreed to use commercially reasonable efforts to provide, and to cause our subsidiaries to use their commercially reasonable efforts to provide, in each case at the Parent Entities’ sole cost and expense, such customary cooperation reasonably requested in writing by the Parent Entities in connection with the arrangement of any financing with respect to us or our subsidiaries’ real property. For more information, see the sections entitled “The Merger Agreement—Financing Cooperation” and “The Merger Agreement—Conditions to the Mergers.”

Interests of Our Directors and Executive Officers in the Mergers

In considering the recommendation of our board to approve the merger proposal and the other proposals described above, our stockholders should be aware that our directors and executive officers have certain interests

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in the mergers that are different from, or in addition to, the interests of our stockholders generally. These interests may create potential conflicts of interest. Our board was aware of these interests and considered them, among other matters, in evaluating and negotiating the merger agreement, in reaching its decision to determine and declare the transactions contemplated by the merger agreement, including the company merger, to be advisable and in our and our stockholders’ best interests to approve the execution, delivery and performance of the merger agreement and the consummation of the transactions contemplated thereby, and to resolve to recommend that our stockholders approve the merger proposal. These interests include certain payments as well as treatments of OP partnership units, LTIP unit awards and restricted stock awards discussed below.

For a description regarding compensation and benefits in connection with the mergers and to be provided to our employees generally following the company merger effective time, see “The Merger Agreement—Employee Benefits” and “ —Employee Retention and Severance Plan.”

Treatment of Company and Partnership Compensatory Awards, and of OP Partnership Units

Our executive officers, Messrs. Stuart A. Tanz, Michael B. Haines, Richard K. Schoebel and Richard A. Baker (collectively, our “named executive officers”), hold restricted stock awards and LTIP unit awards, and our directors hold shares of restricted common stock. These are contractual obligations of the Company made in the ordinary course of business that the Parent Entities covenant to treat as set forth in the merger agreement. These obligations and their quantification are further set forth in the section entitled “—Quantification of Potential Payments to Our Named Executive Officers in Connection with the Merger.”

Restricted Stock Awards

The restricted stock awards generally are grants of restricted common stock which vest (i) based on achievement of performance goals or (ii) over a specified period of time. The restricted stock awards of each of our named executive officers, and the employment agreements with each of Messrs. Stuart A. Tanz, Michael B. Haines and Richard K. Schoebel, provide that in the event that such named executive officer’s employment is terminated by the Company without cause or by such named executive officer for good reason, all outstanding unvested equity-based incentives and awards will vest and become free from restrictions and be exercisable in accordance with their terms. The merger agreement provides that, immediately prior to the company merger effective time, each restricted stock award that is outstanding immediately prior to the company merger effective time will automatically be cancelled and converted into the right to receive an amount in cash (without interest and less any applicable withholding taxes) equal to the product obtained by multiplying (a) the aggregate number of shares of our common stock subject to the restricted stock award immediately prior to the company merger effective time by (b) the common stock merger consideration (with any time vesting conditions deemed fully satisfied and performance goals applicable to such restricted stock award deemed satisfied at maximum performance). In addition, pursuant to the merger agreement, each holder of a restricted stock award will be paid an amount equal to all accrued and unpaid cash dividends up to, and including, the company merger effective time (without interest and subject to applicable withholdings) in accordance with the terms of the applicable award agreement.

LTIP Units & OP Partnership Units

LTIP unit awards generally are grants of LTIP units which vest (i) based on achievement of performance goals and/or (ii) over a specified period of time. The LTIP unit awards of each of our named executive officers, and the employment agreements with each of Messrs. Stuart A. Tanz, Michael B. Haines and Richard K. Schoebel, provide that in the event that such named executive officer’s employment is terminated by the Company without cause or by such named executive officer for good reason, all outstanding unvested equity-based incentives and awards will vest and become free from restrictions and be exercisable in accordance with their terms. The merger agreement provides that immediately prior to effective times of the mergers, any time vesting conditions shall be deemed fully satisfied and any performance goals applicable to such LTIP units shall be deemed satisfied at maximum performance. With respect to each such vested LTIP unit, the Company will cause the general partner of the

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Partnership to exercise its right to cause a forced redemption (as defined in and in accordance with the partnership agreement) with respect to each vested LTIP unit, such that as of immediately prior to the partnership merger effective time, each vested LTIP unit shall be converted into a number of OP partnership units in accordance with the terms of the partnership agreement and the applicable vesting agreement. In addition, pursuant to the merger agreement, each holder of a LTIP unit will be paid an amount equal to all accrued and unpaid cash distributions up to, and including, the partnership merger effective time (without interest and subject to applicable withholdings) in accordance with the terms of the applicable vesting agreement and the partnership agreement.

Pursuant to the terms and conditions of the merger agreement, at the partnership merger effective time, each OP partnership unit (including each vested LTIP unit, which will be converted, prior to the partnership merger effective time, into an OP partnership unit as described above) that is issued and outstanding immediately prior to the partnership merger effective time other than excluded units will be automatically cancelled and extinguished and automatically converted into the right to receive an amount in cash equal to the partnership unit merger consideration, or in lieu of receiving the partnership unit merger consideration, each qualifying holder of an OP partnership unit may elect to retain such OP partnership unit in the Surviving Partnership, on the terms to be described in election materials that will be separately sent to such holders.

As of December 23, 2024, Messrs. Stuart A. Tanz, Michael B. Haines, Richard K. Schoebel and Richard A. Baker beneficially owned 726,649, 224,645, 244,355 and 79,199 OP partnership units (including vested LTIP units, which will be converted, prior to the partnership merger effective time, into OP partnership units as described above), respectively. If Messrs. Stuart A. Tanz, Michael B. Haines, Richard K. Schoebel and Richard A. Baker do not elect to retain any of their OP partnership units, they will receive aggregate consideration (including accrued but unpaid distributions on such OP partnership units) of approximately $13,269,237, $4,101,971, $4,462,200 and $1,445,672, respectively, with respect to such OP partnership units in the partnership merger. Alternatively, Messrs. Stuart A. Tanz, Michael B. Haines, Richard K. Schoebel and Richard A. Baker may elect to retain some or all of their OP partnership units in connection with the partnership merger, in which case they would not receive the aggregate consideration set forth in the immediately preceding sentence. Instead, they may receive certain amounts as described in the next paragraph. It is intended that holders of OP partnership units who retain such OP partnership units in the Surviving Partnership will generally be permitted to defer potential taxable gain they would otherwise recognize if they were to receive a cash payment in exchange for such OP partnership units. For a more complete discussion of the treatment of the OP partnership units, see “The Merger Agreement—Treatment of Interests in the Partnership.”

The Parent Entities have indicated to us that, in order to pay a portion of the company merger consideration to our stockholders, they anticipate causing the Surviving Partnership to distribute, substantially concurrently but effective after the partnership merger effective time, some of the proceeds of its financing to the Company and the other holders of OP partnership units who elect to retain their units, on a pro rata basis. If Messrs. Stuart A. Tanz, Michael B. Haines, Richard K. Schoebel and Richard A. Baker elect to retain 100% of their OP partnership units in connection with the partnership merger, they would not receive any consideration in the partnership merger for such OP partnership units. Instead, assuming that (1) the Parent Entities obtain such debt financing and such a distribution is made and (2) no other holders of OP partnership units elect to retain OP partnership units, the Parent Entities have indicated that our named executive officers and their affiliates could receive a distribution, disregarding any reduction for withholding, of approximately $6.50 to $10.00 per retained OP partnership unit. We note that any such distribution would result in such a holder of an OP partnership unit receiving cash and the value of such OP partnership unit being reduced accordingly. The Parent Entities have indicated to us that they expect the actual amount of such financing and such distribution will depend on interest rates and numerous other factors in the financing markets at the time of closing, and no assurance can be provided that any such distribution will occur.

For more information regarding the beneficial ownership of our securities by our directors and executive officers, see “Security Ownership of Certain Beneficial Owners and Management.”

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Value of Payments

For an estimate of the value of the payments described above that would become payable to each of our named executive officers, see the section entitled “ —Quantification of Potential Payments to Our Named Executive Officers in Connection with the Mergers” below.

Certain Potential Payments to our Executive Officers

Arrangements

We are party to employment agreements with each of Messrs. Stuart A. Tanz, Michael B. Haines, and Richard K. Schoebel (each, an “employment agreement”) pursuant to which each such named executive officer may become eligible for severance benefits following a qualifying termination of employment as further described below. The severance benefits are subject to compliance with certain obligations including the restrictive covenants described below. The Company is also party to a letter agreement with Mr. Richard A. Baker with respect to his position of non-Executive Chairman of our board of directors.

Employment Agreements

Mr. Tanz’s employment agreement provides that if his employment is terminated by us without cause or by Mr. Tanz for good reason (and provided in each case that Mr. Tanz executes and delivers a general release of claims in favor of the Company) (a “qualifying termination”), in either case following a change of control, Mr. Tanz will be entitled to receive (i) a lump sum payment equal to (A) annual salary, annual bonus and other benefits earned and accrued prior to the date of termination, and (B) (x) three times annual salary and (y) three times the average of the annual bonuses awarded for the last two years immediately preceding the year of termination, and (ii) continuing medical and dental benefits for 24 months under the Company’s health plans and programs applicable to senior executives that Mr. Tanz would have received in the absence of such termination. In addition to the foregoing, all outstanding unvested equity-based incentives and awards will vest and become free from restrictions and be exercisable in accordance with their terms.

Mr. Michael B. Haines’s and Mr. Richard K. Schoebel’s respective employment agreements provide that if Mr. Haines’s or Mr. Schoebel’s employment is terminated by us without cause, by such named executive officer for good reason, or experiences a qualifying termination within the 12-month period following a change in control, (and provided in each case that such named executive officer executes and delivers a general release of claims in favor of the Company) such named executive officer will be entitled to receive (i) a lump sum payment equal to (A) annual salary, annual bonus and other benefits earned and accrued prior to the date of termination, and (B) (x) two times annual salary and (y) two times the average of the annual bonuses awarded for the last two years immediately preceding the year of termination, and (ii) continuing medical and dental benefits for 18 months under the Company’s health plans and programs applicable to senior executives that such named executive officer would have received in the absence of such termination. In addition to the foregoing, all outstanding unvested equity-based incentives and awards will vest and become free from restrictions and be exercisable in accordance with their terms.

Mr. Baker’s Letter Agreement

Mr. Baker’s letter agreement with the Company provides that his right to receive his annual base compensation will terminate on the date that he ceases to serve as our board’s non-Executive Chairman, unless such termination results from a decision taken by our board without Mr. Baker’s approval to discontinue his service.

Golden Parachute Excise Tax

Under the employment agreements of Messrs. Stuart A. Tanz, Michael B. Haines, or Richard K. Schoebel, in the event that any payment or benefit payable to Messrs. Tanz, Haines, or Schoebel would result in the

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imposition of excise taxes under the “golden parachute” provisions of Section 280G of the Code, then such payments and benefits will either be made and/or provided in full or will be reduced such that the excise tax under Section 280G is not applicable, whichever results in the receipt by the applicable named executive officer of the greater amount on an after-tax basis. None of the employment agreements provides for, and none of the named executive officers are otherwise entitled to, any excise tax or other tax “gross-up” payment. Pursuant to the merger agreement the payment of $972,303, $150,333 and $384,923 of accrued vacation for Messrs. Tanz, Haines and Schoebel, respectively, was accelerated to December 16, 2024 and became taxable in 2024. Pursuant to an agreement between us and the Parent Entities, the vesting of an aggregate $4,860,643, $1,506,789 and $1,652,605 of performance-based restricted stock awards (including any accrued and unpaid dividends related to such performance-based restricted stock awards) and time-based restricted stock awards originally granted on February 15, 2022, for Messrs. Tanz, Haines and Schoebel, respectively, will be accelerated and will become fully vested and taxable on December 26, 2024. These amounts include dividends to be received with respect to our dividend declared with a record date of December 20, 2024. Pursuant to an agreement between us and the Parent Entities, the vesting of all of the shares of time-based restricted stock awards for Messrs. Tanz, Haines and Schoebel discussed under “—Named Executive Officer 2024 Annual Cash Bonus and Equity Awards” below that were issued on December 13, 2024 will be accelerated and will become fully vested and taxable on December 26, 2024.

Restrictive Covenants

Under the employment agreements of Messrs. Stuart A. Tanz, Michael B. Haines, or Richard K. Schoebel and Mr. Richard A. Baker’s letter agreement, we are party to restrictive covenant provisions (the “restrictive covenants”) with each such named executive officer. If Messrs. Tanz, Haines, or Schoebel breaches a restrictive covenant, the named executive officer will forfeit any right to separation pay or separation benefits under such named executive officer employment agreement and will not be entitled to any further payment or right under such employment agreement (other than payments in respect of accrued amounts).

The restrictive covenants include customary confidentiality provisions and non-disparagement provisions and also include non-competition, non-solicitation, and no-hire provisions that generally are in effect during, and for 12 months following termination of, the named executive officer’s employment (in the case of Mr. Baker, following termination of his service on our board, unless such termination results from a decision taken by our board without Mr. Baker’s approval to discontinue his service).

Value of Payments

For an estimate of the value of the severance payments and benefits described above that would become payable to each of our named executive officers upon a severance-qualifying termination, see the section entitled “ —Quantification of Potential Payments to Our Named Executive Officers in Connection with the Mergers” below.

Named Executive Officer 2024 Annual Cash Bonus and Equity Awards

The compensation committee of our board (the “compensation committee”), after working with our compensation consultant FTI Consulting Inc. (“FTI”), recommended to the board for approval the annual cash bonus and equity awards set forth below for our named executive officers with respect to their contributions to the Company during 2024 and to encourage retention of services of the named executive officers.

Our board approved that, for the fiscal year ending December 31, 2024, Messrs. Stuart A. Tanz, Michael B. Haines, Richard K. Schoebel and Richard A. Baker shall receive the cash bonuses set forth in the table below to be paid during the fourth quarter of 2024 and contingent upon their continued employment with the Company through such payment date.

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Our board approved that, for the fiscal year ending December 31, 2024, Messrs. Stuart A. Tanz, Michael B. Haines, Richard K. Schoebel and Richard A. Baker shall receive the restricted stock awards set forth in the table below to be issued during the fourth quarter of 2024 contingent upon their continued employment with the Company through such issuance date.

The restricted stock awards will be subject to time-based vesting and will vest in annual installments over a three-year period, contingent upon the continued employment of the respective named executive officer with the Company through the applicable vesting dates. If the named executive officers receive these awards and the mergers are consummated, the vesting of these awards will be accelerated on the closing of the mergers as discussed under “ —Treatment of Company and Partnership Compensatory Awards, and of OP Partnership Units—Restricted Stock Awards.”

Director Transaction Bonuses

Each member of our board (other than Messrs. Tanz and Baker) receives an annual time-based equity grant valued at $100,000 based on the price of our common stock on December 31 of the preceding calendar year. In lieu of awarding this annual equity grant with respect to the 2025 fiscal year to these directors, they will receive a cash payment equal to $100,000 at the closing of the mergers.

Employee Retention and Severance Plan

The compensation committee, with the advice of FTI, prepared an Employee Retention and Severance Plan (the “ERS Plan”) in recognition of our appreciation of our employees and the additional work that has been done and will need to be performed to successfully consummate the mergers, and in order to encourage retention of employees through the closing of the mergers. On the recommendation of the compensation committee, on November 6, 2024, our board approved the ERS Plan pursuant to which we may provide cash retention and transaction bonuses as well as potential severance payments to our employees. The aggregate value of the awards and other payments potentially payable to employees under the ERS Plan is approximately $5,813,000. The ERS Plan is meant to supplement and work independent of and in conjunction with (and not to replace) the Company’s other compensation and benefit programs. Our named executive officers are not participants in the ERS Plan.

Indemnification of Our Directors and Officers

The merger agreement provides that to the fullest extent permitted by applicable law, from and after the company merger effective time until the sixth anniversary of the company merger effective time, the Parent

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Entities agree that they will cause the Surviving Corporation and the Surviving Partnership to indemnify, defend and hold harmless each present and former director, officer, and manager of the acquired companies (which persons we refer to, in their capacity as such, the “company indemnified parties”) against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages, liabilities or amounts paid in settlement incurred in connection with any threatened, pending or completed claim, action, cause of action, demand, litigation, suit, audit, review, charge, complaint, hearing, grievance, assessment, arbitration, subpoena, inquiry or investigation or any other proceeding, by, before or otherwise involving any governmental authority (we refer to the foregoing as a “proceeding”) or other matter, whether civil, criminal, administrative or investigative, arising out of, related to or by reason of the fact that he or she is or was a director, officer or manager of any acquired company or he or she is or was serving at the request of any acquired company as a director, officer or manager of any other individual, firm, corporation, partnership (limited or general), limited liability company, limited company, incorporated or unincorporated association, joint venture, joint stock company, governmental agency or instrumentality or other entity of any kind (we refer to the foregoing as a “person”), in each case, arising out of actions or omissions occurring at or prior to the company merger effective time (and whether asserted or claimed prior to, at or after the company merger effective time), including such alleged acts or omissions with respect to the merger agreement or any of the transactions contemplated by the merger agreement, to the fullest extent permitted by applicable law.

The merger agreement further provides that, the Parent Entities will cause the Surviving Corporation and Surviving Partnership to, promptly advance expenses (including reasonable attorneys’ fees) to the company indemnified parties as incurred by each such company indemnified party (but not later than 30 days after the submission of invoices), without the requirement of any bond or other security, to the fullest extent permitted by applicable law, but subject to the Parent Entities’ or the Surviving Corporation’s or the Surviving Partnership’s, as applicable, receipt of an undertaking by or on behalf of such company indemnified party to repay such amount if it will ultimately be determined that such company indemnified party is not entitled to be indemnified.

The merger agreement provides that the Parent Entities will cause the Surviving Corporation and the Surviving Partnership (i) to maintain, for a period of not less than six years from the company merger effective time, provisions in their respective organizational documents concerning the indemnification and exculpation of (and provisions relating to expense advancement to) the company indemnified parties that are no less favorable to those persons than the provisions of applicable law and the indemnification agreements and the organizational documents of the acquired companies, as applicable, in each case, as of the date of the merger agreement and (ii) not to amend, repeal or otherwise modify such provisions in any respect that could adversely affect the rights of those persons thereunder, in each case, except as expressly required by applicable law.

The merger agreement also provides that for a period of six years from the closing date, the Parent Entities will cause the Surviving Corporation and Surviving Partnership to, in each case, maintain in effect directors’ and officers’ liability insurance covering those persons who are currently covered by the acquired companies’ directors’ and officers’ liability insurance policies on terms and conditions, including limits and retentions, not less favorable to the insureds thereunder than the current insurance coverage from insurers with an A.M. Best Financial Strength Rating of “A-” or better with respect to matters existing or occurring at or prior to the company merger effective time; provided, however, that in lieu of the foregoing, the Parent Entities, the Surviving Corporation and the Surviving Partnership may, cause coverage to be extended under the acquired company’s current directors’ and officers’ liability, employment practices liability and fiduciary liability insurance policies by obtaining at or prior to the closing date fully prepaid, non-cancelable six-year “tail” insurance (containing terms and conditions, including limits and retentions, not less favorable to the insureds thereunder than the current insurance coverage) with respect to matters existing or occurring at or prior to the company merger effective time for an overall additional premium not to exceed 300% of the total annual premiums at the last renewal; provided that we will reasonably cooperate with the Parent Entities, and the Parent Entities will reasonably consult with us, prior to the purchase of any such “tail” insurance. The Surviving

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Corporation shall (and the Parent Entities shall cause the Surviving Corporation to) maintain such policies in full force and effect for their full term, and continue to honor the obligations thereunder.

The merger agreement requires that the Parent Entities will cause the Surviving Corporation and the Surviving Partnership to, and the Surviving Corporation and the Surviving Partnership will, advance, and cause to be paid, on a current basis (but no later than 30 days after the submission of invoices) all attorneys’ fees, costs and expenses that may be incurred by any company indemnified party in enforcing his or her rights with respect to indemnification described above, but subject to the Parent Entities’ or the Surviving Corporation’s receipt of an undertaking by or on behalf of such company indemnified party to repay such amount if it is ultimately determined that such company indemnified party is not entitled to be indemnified.

Quantification of Potential Payments to Our Named Executive Officers in Connection with the Mergers

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 certain compensation for each of our named executive officers that is based on or otherwise relates to the company mergers. For additional details regarding the terms of the payments described below, see the discussion under “ —Interests of Our Directors and Executive Officers in the Mergers” above.

The following table sets forth the amount of payments and benefits that may be paid or become payable to each of the named executive officers in connection with the mergers pursuant to all applicable compensation plans or agreements, assuming that (1) the assumed price per share of our common stock is $17.50, which is the common stock merger consideration that will be paid by the Parent Entities to our stockholders in connection with the company merger, (2) each share of our common stock under a restricted stock award and each LTIP unit under an LTIP unit award is settled at the common stock merger consideration (i.e., it is assumed that LTIP units will be converted into OP partnership units on a one for one basis at the closing of the mergers and it is further assumed that the OP partnership units will be redeemed for cash at the value of OP partnership units, which, for purposes of this table is assumed to be the common stock merger consideration), (3) that the company merger effective time occurred on December 23, 2024, the latest practicable date prior to the date of this filing, and (4) that each named executive officer incurs a severance-qualifying termination immediately following the company merger effective time. The calculations in the table do not include amounts that named executive officers were vested in as of December 23, 2024, other than vested and unconverted LTIP units, and do not reflect any unrestricted shares of our common stock or OP partnership units held by the named executive officers.

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(b) For Messrs. Haines and Schoebel under Mr. Haines’s and Mr. Schoebel’s respective employment agreements, cash severance consists of the following components, which are “single-trigger” benefits contingent upon the occurrence of a termination of the named executive officer’s employment without cause or the named executive officer’s resignation for good reason: a lump sum equal to (i) annual salary, annual bonus and other benefits earned and accrued prior to the date of termination, and (ii) two times (x) annual salary and (y) the average of the annual bonuses awarded for the last two years immediately preceding the year of termination.

(c) Includes the cash bonus amounts discussed under “—Named Executive Officer 2024 Annual Cash Bonus and Equity Awards” paid on December 16, 2024.

For further details regarding the value of accelerated compensatory awards, see “—Treatment of Company and Partnership Compensatory Awards, and of OP Partnership Units” above. These amounts include the shares issued pursuant to the restricted stock awards discussed under “—Named Executive Officer 2024 Annual Cash Bonus and Equity Awards” above that were issued on December 13, 2024. These amounts include dividends to be received with respect to our dividend declared with a record date of December 20, 2024. As discussed further in footnote 4 below, the vesting of Mr. Baker’s performance-based restricted stock awards granted on February 15, 2022 are currently expected to vest in January 2025 in accordance with the award agreement at “High” performance (150%) and not maximum performance (200%).

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Pursuant to an agreement between us and the Parent Entities, the vesting of an aggregate $4,860,643, $1,506,789 and $1,652,605 of performance-based restricted stock awards (including any accrued and unpaid dividends related to such performance-based restricted stock awards) and time-based restricted stock awards originally granted on February 15, 2022, for Messrs. Tanz, Haines and Schoebel, respectively, that are included in the Equity and Total columns, will be accelerated and will become fully vested and taxable on December 26, 2024 (the performance-based awards shall be deemed achieved at maximum-level performance irrespective of the terms of the award agreements governing such awards). These amounts include dividends to be received with respect to our dividend declared with a record date of December 20, 2024. The vesting of Mr. Baker’s performance-based restricted stock awards and time-based restricted stock awards originally granted on February 15, 2022 will not be similarly accelerated and such performance-based restricted stock awards are currently expected to vest in accordance with the award agreement at “High” performance (150%) and not maximum performance (200%).

Pursuant to an agreement between us and the Parent Entities, the vesting of all of the shares of time-based restricted stock awards for Messrs. Tanz, Haines and Schoebel discussed under “—Named Executive Officer 2024 Annual Cash Bonus and Equity Awards” above that were issued on December 13, 2024 and that are included in the Equity and Total columns, will be accelerated and will become fully vested and taxable on December 26, 2024. The vesting of Mr. Baker’s time-based restricted stock awards issued on December 26, 2024 will not be similarly accelerated.

Regulatory Matters

We are unaware of any material federal, state or foreign regulatory requirements or approvals that are required for the execution of the merger agreement or the completion of the mergers, other than the acceptance for record of articles of merger with respect to the company merger by the State Department of Assessments and Taxation of Maryland and the filing of the certificate of merger with respect to the partnership merger with the Secretary of State of the State of Delaware.

U.S. Federal Income Tax Considerations of the Company Merger

The following is a summary of the U.S. federal income tax considerations of the company merger generally applicable to our stockholders whose shares of our common stock are converted into the right to receive cash pursuant to the company merger. This discussion applies only to our stockholders who hold shares of our common stock as “capital assets” within the meaning of the Code (generally, property held for investment).

This discussion is based on the Code, its legislative history, final, temporary and proposed U.S. Treasury regulations promulgated thereunder, published positions of the Internal Revenue Service (the “IRS”), court decisions and other applicable authorities, all as in effect on the date hereof, and all of which may in the future be repealed, revoked or modified (possibly with retroactive effect) so as to result in U.S. federal income tax consequences different from those discussed below.

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This discussion is for general information only and does not address all of the tax consequences that may be relevant to our stockholders in light of their particular circumstances, nor does it address any consequences to our stockholders subject to special treatment under the U.S. federal income tax laws, such as tax-exempt entities, S corporations, partnerships or other pass-through entities (including entities or arrangements treated as partnerships for U.S. federal income tax purposes) and partners therein, controlled foreign corporations and passive foreign investment companies, banks and financial institutions, insurance companies, brokers and dealers in securities, currencies or commodities, dealers or traders in securities who elect to apply a mark-to-market method of accounting with respect to our common stock, regulated investment companies, REITs, governmental organizations and qualified foreign pension funds, persons who are subject to the alternative minimum tax, certain former citizens or long-term residents of the United States, persons who actually or constructively own or have owned five percent or more of our common stock, persons who acquire their shares of our common stock pursuant to the exercise of employee stock options or otherwise as compensation or in connection with the performance of services, persons who hold their shares of our common stock as part of a straddle, hedge, conversion, constructive sale, synthetic security, integrated investment or other risk-reduction transaction for U.S. federal income tax purposes, and persons whose functional currency is not the U.S. dollar. This discussion does not address any U.S. federal estate, gift or other non-income tax consequences or any state, local or non-U.S. tax consequences, or the consequences of the Medicare tax on net investment income.

If a partnership (including entities or arrangements treated as a partnership for U.S. federal income tax purposes) is a beneficial owner of shares of our common stock, the tax treatment of a partner in such partnership (or other entity or arrangement) will generally depend upon the status of the partner and the activities of the partnership. Partnerships (including entities or arrangements treated as partnerships for U.S. federal income tax purposes) holding shares of our common stock and partners therein should consult their tax advisors regarding the consequences of the company merger in light of their particular circumstances.

This summary is not binding on the IRS, and the IRS is not precluded from taking a position that is different from, and contrary to, the discussion set forth in this summary. In addition, because the authorities on which this summary is based are subject to various interpretations, the IRS and U.S. courts could disagree with one or more of the positions taken in this summary.

THIS DISCUSSION IS PROVIDED FOR GENERAL INFORMATION ONLY AND IS NOT INTENDED TO CONSTITUTE A COMPLETE DESCRIPTION OF ALL THE TAX CONSEQUENCES RELATING TO THE COMPANY MERGER. OUR STOCKHOLDERS SHOULD CONSULT THEIR TAX ADVISORS CONCERNING THE U.S. FEDERAL INCOME TAX CONSIDERATIONS RELATING TO THE COMPANY MERGER IN LIGHT OF THEIR PARTICULAR CIRCUMSTANCES AND ANY CONSEQUENCES ARISING UNDER ANY STATE, LOCAL, FOREIGN OR OTHER TAX LAWS.

U.S. Holders

For purposes of this discussion, a “U.S. holder” is a beneficial owner of shares of our common stock who is, for U.S. federal income tax purposes:

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The receipt of cash by a U.S. holder in exchange for shares of our common stock pursuant to the company merger will be a taxable transaction for U.S. federal income tax purposes. In general, such U.S. holder’s gain or loss will be equal to the difference, if any, between the amount of cash received and the U.S. holder’s adjusted tax basis in the shares exchanged pursuant to the company merger. A U.S. holder’s adjusted tax basis will generally equal the U.S. holder’s acquisition cost less any prior distribution paid to such U.S. holder with respect to its shares of our common stock treated as a return of capital. Gain or loss will be determined separately for each block of shares of our common stock (that is, shares acquired at the same cost in a single transaction). Such gain or loss will be capital gain or loss and will be long-term capital gain or loss if such U.S. holder’s holding period in such shares is more than one year at the time of the company merger. A reduced tax rate on capital gain will generally apply to long-term capital gain of a non-corporate U.S. holder. The deductibility of capital losses is subject to limitations.

Non-U.S. Holders

For purposes of this discussion, a “non-U.S. holder” is a beneficial owner of our common stock who is neither a U.S. Holder nor an entity or arrangement classified as a partnership for U.S. federal income tax purposes.

A non-U.S. holder will generally not be subject to U.S. federal income tax on any gain realized pursuant to the company merger unless:

If shares of our common stock constitute a USRPI under FIRPTA, a non-U.S. holder would be subject to U.S. federal income tax on any gain or loss recognized on the receipt of cash in exchange for such shares of our common stock in the company merger on a net basis at the same graduated individual or corporate rates applicable to U.S. holders, and such cash consideration may also be subject to U.S. federal withholding tax under FIRPTA at a rate of 15%. Shares of our common stock generally will not constitute a USRPI in the hands of a non-U.S. holder, and gain recognized by such non-U.S. holder upon receipt of cash in exchange for shares of our common stock pursuant to the company merger generally will not be subject to U.S. federal income or U.S. federal withholding tax under FIRPTA, if: (1) we are a domestically controlled REIT, meaning, that we qualify as a REIT and, for at all times during the five-year period ending with the company merger effective time, less than 50% in value of our shares have been held directly or indirectly by non-U.S. persons; or (2) shares of our common stock are “regularly traded” (within the meaning of applicable U.S. Treasury Regulations) on an established securities market at the company merger effective time and the non-U.S. holder holds and has held (directly, indirectly, or constructively) 10% or less (or 5% or less, if we do not qualify as a REIT during the year of the closing) of the total fair market value of all shares of our common stock at all times during the shorter of (a) the five year period ending with the effective date of the company merger and (b) the non-U.S. holder’s holding period for the shares. We believe that shares of our common stock are, and will be at the company

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merger effective time, regularly traded on an established securities market (within the meaning of the applicable Treasury Regulations). Non-U.S. holders who hold, or have held during specified periods, directly, indirectly, or constructively, more than 5% or 10% of outstanding shares of our common stock, as applicable, will generally be subject to U.S. federal income taxation under FIRPTA with respect to any gain recognized on the receipt of cash in exchange for their shares of our common stock pursuant to the company merger, and withholding agents may withhold on such cash consideration.

If gain on the exchange of our common stock were subject to taxation under FIRPTA, a non-U.S. holder would be required to file a U.S. federal income tax return and would generally be subject to the same treatment as a U.S. holder with respect to such gain, subject to applicable alternative minimum tax and a special alternative minimum tax in the case of nonresident alien individuals. An applicable withholding agent may also be required to withhold 15% of the cash consideration payable for such shares and remit such amount to the IRS.

Non-U.S. holders should consult their own tax advisors regarding the application of the foregoing rules in light of their particular circumstances.

Information Reporting and Backup Withholding

Our stockholders may, under certain circumstances, be subject to information reporting and backup withholding at the applicable rate with respect to the cash consideration received pursuant to the company merger, unless such stockholders properly establishes an exemption or provides its correct tax identification number and otherwise complies with the applicable requirements of the backup withholding rules. Certain of our stockholders (such as corporations and non-U.S. holders) are exempt from backup withholding. Non-U.S. holders may be required to comply with certification requirements and identification procedures in order to establish an exemption from information reporting and backup withholding (generally, by providing a completed and duly executed applicable IRS Form W-8). Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules can be refunded or credited against a stockholder’s U.S. federal income tax liability, if any, provided that such stockholder furnishes the required information to the IRS in a timely manner.

Delisting of Our Common Stock and Deregistration of Our Common Stock

If the mergers are completed, our common stock will no longer be traded on NASDAQ and our common stock will be deregistered under the Exchange Act.

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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 we incorporate by reference into this proxy statement. We recommend 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, us, the Partnership, the Parent Entities, Merger Sub I and Merger Sub II. 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 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 our stockholders. 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 us or our affiliates.

The Company Merger

On the closing date, Merger Sub I will be merged with and into the Company and the separate existence of Merger Sub I will cease. The Company will continue as the Surviving Corporation in the company merger and will become a wholly owned subsidiary of the Parent Entities. At the company merger effective time, the Surviving Corporation will possess all of the properties, rights, privileges, powers and franchises of the Company and Merger Sub I and all of the obligations, liabilities and duties of the Company and Merger Sub I will become the obligations, liabilities and duties of the Surviving Corporation. Following the completion of the company merger, our common stock will no longer be traded on NASDAQ and will be deregistered under the Exchange Act.

The Partnership Merger

On the closing date, Merger Sub II will be merged with and into the Partnership and the separate existence of Merger Sub II will cease. The Partnership will continue as the Surviving Partnership in the partnership merger and will remain a subsidiary of the Company (and after the company merger effective time, of the Surviving Corporation). At the partnership merger effective time, the Surviving Partnership will possess all of the properties, rights, privileges, powers and franchises of the Partnership and Merger Sub II and all of the obligations, liabilities and duties of the Partnership and Merger Sub II will become the obligations, liabilities and duties of the Surviving Partnership.

Effective Times; Closing Date

On the closing date, we, the Partnership, the Parent Entities and Merger Sub II will cause the partnership merger to be consummated by causing a certificate of merger to be filed with the Secretary of State of the State of Delaware. The partnership merger will become effective at such time as the certificate of merger with respect

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to the partnership merger has been filed with the Secretary of State of the State of Delaware or on such other date and time (not to exceed one business day after the certificate of merger with respect to the partnership merger has been filed with the Secretary of State of the State of Delaware) as may be mutually agreed by us and the Parent Entities and specified in the partnership merger certificate.

On the closing date, we, the Parent Entities and Merger Sub I will cause the company merger to be consummated by causing articles of merger to be filed with the SDAT. The company merger will become effective upon the later of the acceptance for record of the articles of merger with respect to the company merger by the State Department of Assessments and Taxation of Maryland, or on such other date and time (not to exceed one business day from the date the articles of merger with respect to the company merger are accepted for record by the State Department of Assessments and Taxation of Maryland) as may be mutually agreed by us and the Parent Entities and specified in the articles of merger. The parties to the merger agreement will cause the company merger effective time to occur immediately after the partnership merger effective time.

In this proxy statement, we refer to the date on which the closing of the mergers occurs as the “closing date.” The closing of the mergers will take place on the date which is three business days after the date on which all conditions to the mergers described below in the section entitled “—Conditions to the Mergers” have been satisfied or waived (to the extent permitted by applicable law) (other than those conditions that by their terms are to be satisfied at the closing of the mergers, but subject to the satisfaction or waiver of such conditions) unless another time is mutually agreed to by us and the Parent Entities.

Organizational Documents

At the partnership merger effective time, unless otherwise jointly determined by the Parent Entities and us prior to the partnership merger effective time, the name of the Surviving Partnership will be “Retail Opportunity Investments Partnership LP.”

At the company merger effective time, the name of the Surviving Corporation will be “Retail Opportunity Investments Corp.”

At the partnership merger effective time, the certificate of limited partnership of the Partnership, as in effect immediately prior to the partnership merger effective time, will be the certificate of limited partnership of the Surviving Partnership until amended until thereafter amended as provided by applicable law. At the partnership merger effective time, unless otherwise jointly determined by the Parent Entities and us prior to the partnership merger effective time, the partnership agreement shall be amended by Amendment No. 8 in the form attached as Exhibit B to the merger agreement (as such form may be amended solely by the Parent Entities in accordance with the merger agreement to include any other terms determined by the Parent Entities that are implemented in compliance with the partnership agreement as if the terms in Amendment No. 8 were in effect immediately prior to such implementation) (the “LPA Amendment”) (which, as so amended, we refer to as the “new partnership agreement”), and the new partnership agreement will be the limited partnership agreement of the Surviving Partnership until thereafter amended in accordance with its terms and applicable law.

At the company merger effective time, our charter will be amended and restated in its entirety to contain the provisions set forth in Exhibit C to the merger agreement, and as so amended will be the charter of the Surviving Corporation until thereafter amended in accordance with the terms therein and applicable law. In addition, unless otherwise jointly determined by the Parent Entities and us prior to the company merger effective time, at the company merger effective time the bylaws of Merger Sub I, as in effect immediately prior to the company merger effective time, will be the bylaws of the Surviving Corporation (except that the title thereof will read “Retail Opportunity Investments Corp. Bylaws”), until thereafter amended in accordance with the provisions thereof and in accordance with applicable law.

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Officers; Directors; General Partner and Limited Partners

From and after the partnership merger effective time, we will continue to be a limited partner of the Surviving Partnership and the sole member of Retail Opportunity Investments Partnership GP LLC, the general partner of the Surviving Partnership, which will continue to be the general partner of the Surviving Partnership. In addition, at the partnership merger effective time, the officers of the Partnership immediately prior to the partnership merger effective time, if any, shall be the officers of the Surviving Partnership. In the event that any of the holders of OP partnership units elect to retain all or a portion of such holders’ OP partnership units, such holders of OP partnership units will continue to be limited partners of the Surviving Partnership immediately following the partnership merger effective time.

From and after the company merger effective time, the officers of the Company immediately prior to the company merger effective time will be the officers of the Surviving Corporation.

From and after the company merger effective time, the directors of Merger Sub I immediately prior to the company merger effective time will be the members of the board of directors of the Surviving Corporation.

Treatment of Our Common Stock and Compensatory Awards

Our Common Stock

The merger agreement provides that, at the company merger effective time, each share of our common stock issued and outstanding as of immediately prior to the company merger effective time (other than any restricted stock awards and any cancelled shares) will be automatically cancelled and extinguished and automatically converted into the right to receive an amount in cash equal to the common stock merger consideration, without interest, and less any applicable withholding taxes. Cancelled shares will be automatically cancelled and retired without any conversion thereof and will cease to exist with no consideration being paid with respect thereto in connection with, or as a consequence of, the company merger. If we declare or pay a dividend on our common stock to maintain our status as a REIT under the Code or to avoid the incurrence of entity-level income or excise taxes under the Code, in each case, as permitted under the merger agreement, the common stock merger consideration will be decreased by an amount equal to the per share amount of such dividend on our common stock so declared or paid by us. Additionally, any dividend declared or paid on shares of our common stock as described in the section entitled “—Year-End Dividend” below will reduce the common stock merger consideration by an amount equal to the per share amount of such dividend.

Restricted Stock Awards

Pursuant to the terms and conditions of the merger agreement, immediately prior to the company merger effective time, each restricted stock award that is outstanding immediately prior to the company merger effective time will automatically be cancelled and converted into the right to receive an amount in cash (without interest and less any applicable withholding taxes) equal to the product obtained by multiplying (i) the aggregate number of shares of our common stock subject to the restricted stock award immediately prior to the company merger effective time by (ii) the common stock merger consideration (with any time vesting conditions deemed fully satisfied and performance goals applicable to such restricted stock award deemed satisfied at maximum performance). In addition, each holder of a restricted stock award will be paid an amount equal to all accrued and unpaid cash dividends up to, and including, the company merger effective time (without interest and subject to applicable withholdings) in accordance with the terms of the applicable award agreement.

Treatment of Interests in the Partnership

LTIP Units

With respect to each LTIP unit, any time vesting conditions shall be deemed fully satisfied and performance goals applicable to such LTIP unit shall be deemed satisfied at maximum performance. With respect to each

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vested LTIP unit, the Company will cause the general partner of the Partnership to exercise its right to cause a forced redemption (as defined in and in accordance with the partnership agreement) with respect to each vested LTIP unit, such that as of immediately prior to the partnership merger effective time, each vested LTIP unit shall be converted into a number of OP partnership units in accordance with the terms of the partnership agreement and the applicable vesting agreement. In addition, each holder of an LTIP unit will be paid an amount equal to all accrued and unpaid cash distributions, up to, and including, the partnership merger effective time (without interest and subject to applicable withholdings) in accordance with the terms of the partnership agreement and the applicable vesting agreement.

OP Partnership Units

In connection with the partnership merger, each OP partnership unit (including each vested LTIP unit, which will be converted, prior to the partnership merger effective time, into an OP partnership unit as described above) issued and outstanding immediately prior to the partnership merger effective time (other than excluded units) will automatically be converted into, and cancelled in exchange for, the right to receive the partnership unit merger consideration. If the Partnership declares or pays a distribution so that the Company may make a dividend to maintain our status as a REIT under the Code or to avoid the incurrence of entity-level income or excise taxes under the Code, in each case, as permitted under the merger agreement, the partnership unit merger consideration will be decreased by an amount equal to the per share amount of such distribution. Additionally, any distribution declared or paid on OP partnership units as described in the section entitled “—Year-End Dividend” below will reduce the partnership unit merger consideration by an amount equal to the per share amount of such dividend.

Each eligible minority limited partner may elect to retain all or a portion of such minority limited partner’s OP partnership units (including vested LTIP units, which will be converted prior to the partnership merger effective time into OP partnership units as described above), on the terms to be described in election materials that will be separately sent to the minority limited partners. Minority limited partners will only be eligible to elect to retain their OP partnership units (including vested LTIP units, which will be converted prior to the partnership merger effective time into OP partnership units as described above) if they (1) make a valid and timely election to retain their OP partnership units pursuant to the election materials that will be separately sent to such minority limited partners and (2) agree to be bound by the terms of the new partnership agreement. Minority limited partners who do not meet any of the requirements described above will only be entitled to receive the partnership unit merger consideration in respect of their OP partnership units (including vested LTIP units, which will be converted prior to the partnership merger effective time into OP partnership units as described above). As described above under “The Mergers—Interests of Our Directors and Executive Officers in the Mergers,” certain of our directors and executive officers beneficially own OP partnership units and will be offered the opportunity to participate in this election.

This proxy statement does not constitute any solicitation of consents in respect of the partnership merger and does not constitute an offer to exchange or retain the OP partnership units (including the vested LTIP units, which will be converted prior to the partnership merger effective time into OP partnership units as described above).

In general, OP partnership units in the Surviving Partnership will, after giving effect to certain amendments to the partnership agreement which will be implemented in the partnership merger, have the following terms, among others:

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No Further Ownership Rights

From and after the company merger effective time and the partnership merger effective time, as applicable, holders of our common stock and holders of OP partnership units outstanding immediately prior to the company merger effective time and partnership merger effective time, as applicable, will cease to have any rights with respect to such shares of our common stock or such OP partnership units, except as otherwise provided for in the merger agreement or by applicable law, including in the case of OP partnership units held by holders of OP partnership units that validly elect to retain such OP partnership units. The common stock merger consideration paid in accordance with the terms of the merger agreement upon the conversion or surrender of the shares of our common stock or stock awards will be deemed to have been paid in full satisfaction of all rights pertaining to such shares of our common stock or stock awards. The partnership unit merger consideration paid in accordance with the terms of the merger agreement upon the conversion of the OP partnership units will be deemed to have been paid in full satisfaction of all rights pertaining to such OP partnership units.

Payment Procedures

At or prior to the company merger effective time, the Parent Entities will deposit, or cause to be deposited, (1) with a paying agent reasonably acceptable to us, cash in an amount sufficient to pay the aggregate common stock merger consideration and partnership unit merger consideration required to be paid in accordance with the merger agreement (the “exchange fund”) and (2) with us, cash in an amount sufficient to pay the aggregate restricted stock consideration in accordance with the merger agreement (such cash, the “company compensatory award fund”). In the event the exchange fund or the company compensatory award fund is insufficient to make the payments in connection with the mergers contemplated by the merger agreement, the Parent Entities will promptly deposit or cause to be deposited additional funds with the paying agent or the Surviving Corporation, as applicable, in an amount that is equal to the deficiency in the amount required to make the applicable payment. The paying agent will deliver the common stock merger consideration and partnership unit merger consideration

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in accordance with the terms of the paying agent agreement. As soon as reasonably practicable after the closing of the mergers, the Parent Entities will cause the Surviving Corporation to pay the restricted stock consideration through payroll to the applicable holders of restricted stock awards.

As soon as reasonably practicable after the company merger effective time, and in any event not later than within five business days following the company merger effective time, the Parent Entities and the Surviving Corporation will or will cause the paying agent, in accordance with, and as required by the paying agent’s customary procedures, to send to each of our stockholders of record as of immediately prior to the company merger effective time (other than the cancelled shares) and each record holder of an OP partnership unit as of immediately prior to the partnership merger effective time (other than excluded units) (1) a letter of transmittal (which will specify that delivery will be effected, and risk of loss and title will pass, only upon proper delivery of the common stock certificates (or effective affidavits of loss in lieu thereof as provided in the merger agreement), common stock book-entry shares or OP partnership units, as applicable, to the paying agent) in customary form and with such other provisions, in each case as the Parent Entities and we may (prior to the company merger effective time or partnership merger effective time, as applicable) reasonably agree, for use in effecting delivery of shares of our common stock or the OP partnership units outstanding immediately prior to the company merger effective time or partnership merger effective time, as applicable, and entitled to common stock merger consideration or partnership unit merger consideration pursuant to the merger agreement, to the paying agent, and (2) instructions for use in effecting the surrender of common stock certificates (or effective affidavits of loss in lieu thereof), common stock book-entry shares or OP partnership units, as applicable, in exchange for the common stock merger consideration or partnership unit merger consideration, as applicable, which will be customary in form and have such other provisions, in each case as the Parent Entities and we may (prior to the company merger effective time or partnership merger effective time, as applicable) reasonably agree.

Upon the surrender of a common stock certificate (or affidavit of loss in lieu thereof), common stock book-entry shares or OP partnership units, as applicable, for cancellation to the paying agent, together with a letter of transmittal duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be reasonably required by the paying agent, the holder of such shares of our common stock represented by such common stock certificate as of immediately prior to the company merger effective time, of such common stock book-entry share immediately prior to the company merger effective time or of such OP partnership units immediately prior to the partnership merger effective time, as applicable, will be entitled to receive in exchange therefor and the Parent Entities and the Surviving Corporation will cause the paying agent to pay in exchange therefor, as promptly as practicable (but in any event within five business days) following the completion of the requirements described in the immediately preceding paragraph, (i) to the holders of such common stock certificate or such common stock book-entry shares an amount in cash equal to the product (rounded to the nearest cent) obtained by multiplying (A) the number of shares of our common stock represented by such common stock certificate or the number of such common stock book-entry shares by (B) the common stock merger consideration, in each case pursuant to the provisions of the merger agreement, and the common stock certificates, and common stock book-entry shares surrendered will be cancelled and (ii) to the holders of OP partnership units an amount in cash equal to the product (rounded to the nearest cent) obtained by multiplying (A) the number of such OP partnership units by the partnership unit merger consideration pursuant to the provisions of the merger agreement, and the OP partnership units surrendered will be cancelled.

Prior to the company merger effective time, we and the Parent Entities will reasonably cooperate to establish procedures with the paying agent and the Depository Trust Company (the “DTC”) to endeavor that (i) if the closing of the company merger occurs at or prior to 2:00 p.m., Eastern Time, on the closing date, the paying agent will transmit to DTC or its nominees on the closing date, an amount in cash in immediately available funds equal to the number of shares of our common stock held of record by DTC or such nominee immediately prior to the company merger effective time multiplied by the common stock merger consideration (to such amount, the “DTC payment”), and (ii) if the closing of the company merger occurs after 2:00 p.m., Eastern Time, on the closing date, the paying agent will transmit to DTC or its nominee on the first business day after the closing date an amount in cash in immediately available funds equal to the DTC payment.

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If any cash payment is to be made to a person other than the person in whose name the applicable surrendered common stock certificate (which will be properly endorsed or otherwise be in proper form for transfer), common stock book-entry share or OP partnership unit (in each case, which will be properly transferred) is registered, it will be a condition of such payment that the person requesting such payment will pay, or cause to be paid, any transfer taxes or other taxes required by reason of the making of such cash payment to a person other than the registered holder of the surrendered common stock certificate, common stock book-entry share or OP partnership unit or will establish to the reasonable satisfaction of the paying agent that such taxes have been paid or are not payable.

After the company merger effective time, there will be no further registration of transfers of shares of company capital stock that were outstanding immediately prior to the company merger effective time. From and after the company merger effective time, the outstanding shares of our common stock that are cancelled pursuant to the merger agreement represented by common stock certificates immediately prior to the company merger effective time, and the common stock book-entry shares outstanding immediately prior to the company merger effective time, will no longer be outstanding and will be cancelled automatically and cease to exist and each holder thereof shall cease to have any rights with respect to such shares of our common stock, except as otherwise provided in the merger agreement or by applicable law. If, after the company merger effective time, common stock certificates or common stock book-entry shares are presented to the paying agent, the Surviving Corporation or the Parent Entities, they will be cancelled and exchanged for the consideration provided for, and in accordance with the procedures set forth, in the merger agreement.

After the partnership merger effective time, there will be no further transfers of OP partnership units that were outstanding immediately prior to the partnership merger effective time. From and after the partnership merger effective time, the outstanding OP partnership units that are cancelled pursuant to the merger agreement will no longer be outstanding and will be cancelled automatically and cease to exist and each holder thereof shall cease to have any rights with respect to such OP partnership units, except as otherwise provided in the merger agreement or by applicable law. If, after the partnership merger effective time, OP partnership units are presented to the paying agent, the Surviving Partnership or the Parent Entities, they will be cancelled and exchanged for the consideration provided for, and in accordance with the procedures set forth, in the merger agreement.

Any portion of the exchange fund (including the proceeds of any investments in the exchange fund) that remains unclaimed by the holders after the date which is one year following the company merger effective time will be delivered to the Surviving Corporation or Surviving Partnership, as applicable, upon demand. Any of our stockholders or holders of the OP partnership units who has not exchanged his, her or its shares of our common stock or the OP partnership units prior to that time will be entitled to look only to the Surviving Corporation or Surviving Partnership, as applicable, and only as general creditors thereof for delivery of their applicable pro rata common stock merger consideration or partnership unit merger consideration in respect of such holder’s shares of our common stock or the OP partnership units, as applicable, upon compliance with the procedures set forth in this paragraph. Notwithstanding the foregoing, none of the Parent Entities, us, the Surviving Corporation, the Partnership or the Surviving Partnership or any other person will be liable to any person, including any holder of shares of our common stock, restricted stock awards or OP partnership units, including for any amounts payable under the merger agreement that are properly delivered to a public official pursuant to applicable abandoned property, escheat or similar laws. Any portion of the exchange fund (including the proceeds of any investments in the exchange fund) that remains unclaimed by any of our stockholders or any holder of the OP partnership units 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 Corporation or the Surviving Partnership, as applicable, free and clear of any claims or interest of any such holders or their successors, assigns or personal representatives previously entitled thereto.

Each of the Parent Entities, Merger Sub I, Merger Sub II, the Surviving Corporation, the Surviving Partnership, their respective subsidiaries, the paying agent, each of their respective agents and affiliates, and any other applicable withholding agent will be entitled to deduct and withhold from the consideration otherwise

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payable to any person pursuant to the merger agreement, including consideration payable to any holder or former holder of restricted stock awards, such amounts as it is required to deduct and withhold with respect to the vesting of any partnership LTIP unit or restricted stock award or making of such payment pursuant to the Code or under any provision of tax law. To the extent that amounts are so deducted or withheld and timely paid over to the appropriate governmental authority, such amounts will be treated for all purposes of the merger agreement as having been paid to the person in respect of whom such amounts would otherwise have been paid.

Representations and Warranties

We and the Partnership have 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 schedules delivered in connection therewith. These representations and warranties relate to, among other things:

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Many of our representations and warranties are qualified by the concept of a “material adverse effect.” Under the merger agreement, a “material adverse effect” means, with respect to the acquired companies, any effect, change, development, circumstance, occurrence or event (each, an “effect”) that, individually or in the aggregate, (1) has resulted or would reasonably be expected to result in a material adverse effect on the business, assets, results of operations or financial condition of the acquired companies, taken as a whole, or (2) would prevent or materially impair our or the Partnership’s ability to consummate the company merger or the partnership merger, as applicable, prior to the end date; provided, however, that for purposes of clause (1), the effects, to the extent which, directly or indirectly, relate to or result from the following, will be excluded from the determination of whether there has been or will be a “material adverse effect”:

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In the case of each of the effects set forth in the first, second, third and fourth bullets above, any such effect may be taken into account to the extent (and only to the extent) such effect has a disproportionate adverse effect on the acquired companies, taken as a whole, relative to other participants operating in the industries and geographic markets in which the acquired companies operate, in which case only the incremental disproportionate adverse impact may be taken into account in determining whether there has occurred a material adverse effect.

The merger agreement also contains customary representations and warranties made, jointly and severally, by the Parent Entities, Merger Sub I and Merger Sub II that are subject, in some cases, to specified exceptions and qualifications contained in the merger agreement. These representations and warranties relate to, among other things:

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The representations and warranties of each of the parties to the merger agreement will expire upon the closing of the company merger.

Conduct of Our Business Pending the Merger

Under the merger agreement, we and the Partnership have agreed that, subject to certain exceptions in the merger agreement and the disclosure schedules delivered in connection therewith, between the date of the merger agreement and the earlier of the partnership merger effective time and the termination of the merger agreement in accordance with its terms (such period, the “interim period”), we and the Partnership will, and will cause our subsidiaries to:

We and the Partnership have also agreed that, subject to certain exceptions in the merger agreement and the disclosure schedules delivered in connection therewith, during the interim period, without the prior written consent of the Parent Entities (which consent may not be unreasonably withheld, conditioned or delayed), we will not, and will not permit any of the other acquired companies or any minority equity joint venture over which we or any of our subsidiaries exercises control to, among other things:

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Year-End Dividend

Prior to December 15, 2024 (but no earlier than December 10, 2024), the Company shall deliver to the Parent Entities an updated estimate of the amount required to be distributed pursuant to Section 857(a) of the Code with respect to the Company’s taxable year ending December 31, 2024, taking into account all distributions previously made by the Company during such calendar year, such that the Company will not be subject to tax under Sections 857(b) or 4981 of the Code (the “required distribution amount”). Prior to December 31, 2024, (i) the Partnership shall declare and pay a distribution to the holders of OP partnership units in an aggregate amount so as to permit the Company to receive (as a result of its direct or indirect (including the general partner) ownership of OP partnership units) and distribute the required distribution amount and (ii) the board shall declare, and the Company shall pay, a cash dividend to our stockholders in an aggregate amount equal to the required distribution amount. The common stock merger consideration shall be decreased by an amount equal to the per share amount of any such dividend declared or paid by the Company as described in this paragraph. The partnership unit merger consideration shall be decreased by an amount equal to the per unit amount of any such distribution declared or paid by the Partnership pursuant to this paragraph. The acquired companies shall not engage in a tax-deferred exchange under Section 1031 of the Code with the proceeds of the sale of the Marketplace del Rio property.

Stockholders Meeting

Under the merger agreement, we are required to use commercially reasonable efforts, as promptly as reasonably practicable, in accordance with our governing documents, to (1) establish a record date for and give notice of a meeting of our stockholders, for the purpose of voting upon the approval of the company merger and (2) as promptly as reasonably practicable after the date of the merger agreement and after the SEC Clearance Date (as defined below) duly call, convene and hold the special meeting. We are required to cause the proxy statement to be mailed to the holders of our common stock as of the record date as promptly as reasonably practicable after the date of the merger agreement, and in no event more than 10 business days after the date on which the SEC confirms that it has no further comments on this proxy statement (the “SEC Clearance Date”) but not prior to the record date.

Notwithstanding anything to the contrary in the merger agreement, we will not be required to convene and hold the special meeting at any time prior to the 20th business day following the SEC clearance date; provided, additionally, that we may postpone, recess or adjourn the special meeting: (i) with the consent of the Parent Entities, (ii) for the absence of a quorum, (iii) to solicit additional proxies for the purpose of obtaining the required company stockholder approval (unless our board has effected an adverse recommendation change in accordance with the provisions described below under the sections entitled “—No Solicitation of Acquisition Proposals” and “—Obligation of Our Board of Directors with Respect to Its Recommendation”), or (iv) to allow reasonable additional time for the filing and distribution of any supplemental or amended disclosure which our board has determined in good faith (after consultation with its outside legal counsel) is necessary under applicable law or the failure of which to provide would reasonably be expected to be inconsistent with the directors’ duties under applicable law and for such supplemental or amended disclosure to be disseminated to and reviewed by our stockholders prior to the special meeting to ensure our stockholders have a reasonable period of time to make a reasonably informed vote; provided, however, that the Parent Entities must be consulted in advance regarding any postponement, recess or adjournment in the case of clauses (ii)-(iv) above and, without the prior written consent of the Parent Entities, in the case of clauses (ii) and (iii), the special meeting must not be postponed or adjourned to a date that is (a) more than 30 days after the date for which the special meeting was originally scheduled (excluding any adjournments or postponements required by applicable law) or (b) more than 90 days from the record date for the special meeting.

Unless our board has effected an adverse recommendation change in accordance with the provisions describe in the sections entitled “—No Solicitation of Acquisition Proposals” and “—Obligation of Our Board of Directors with Respect to Its Recommendation,” we are required to use commercially reasonable efforts to solicit proxies in favor of the approval of the company merger and provide and include the recommendation of our

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board to our stockholders that they vote in favor of the company merger in this proxy statement. We will cooperate with and keep the Parent Entities reasonably informed on a reasonably current basis regarding our solicitation efforts and voting results following the dissemination of the proxy statement to our stockholders. The Parent Entities, Merger Sub I and Merger Sub II will vote all shares of our common stock held by them (if any) in favor of the approval of the company merger.

Without the prior written consent of the Parent Entities, (1) the approval of the company merger will be the only matter (other than matters of procedure and matters required by applicable law to be voted on by our stockholders in connection with the merger agreement or the approval of the company merger) that we will propose to be acted on by our stockholders at the special meeting and (2) we will not submit to the vote of our stockholders any acquisition proposal (other than the merger agreement).

Notwithstanding anything to the contrary in the merger agreement, we are not required to hold the special meeting if the merger agreement is terminated. Unless the merger agreement is terminated in accordance with its terms, our obligations with respect to calling, giving notice of, convening and holding the special meeting and mailing the proxy statement (and any amendment or supplement thereto that may be required by law) to our stockholders will not be affected by an adverse recommendation change.

For purposes of the merger agreement, “acquisition proposal” means any proposal or offer from a third party, whether in one transaction or a series of related transactions, relating to any:

Government Consents and Filings

Subject to the terms and conditions of the merger agreement, the parties to the merger agreement will use their respective reasonable best efforts to:

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The merger agreement provides that we and the Parent Entities will furnish to each other all information required for any application or other filing under the rules and regulations of any applicable law in connection with the transactions contemplated by the merger agreement.

The merger agreement further provides that, without limiting the generality of anything described in this section, each party to the merger agreement will:

Each party to the merger agreement will consult and cooperate with the other parties to the merger agreement and will consider in good faith the views of the other parties in connection with any filing, analysis, appearance, presentation, memorandum, brief, argument, opinion or proposal made or submitted in connection with the transactions contemplated by the merger agreement. Any information or materials provided to the other parties pursuant to this section entitled “—Governmental Consents and Filings” may be provided on an “outside counsel only” basis, if appropriate, and that information or materials may also be redacted as necessary to (1) remove references concerning the valuation of the Company and the Partnership or other competitively sensitive materials, (2) comply with contractual arrangements and obligations or (3) address reasonable attorney-client or other privilege or confidentiality concerns.

Notwithstanding anything to the contrary in the merger agreement, in connection with obtaining any approval or consent related to any applicable law:

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Provided, however, that (i) none of the Company, the Surviving Corporation, the Partnership, the Surviving Partnership, the Parent Entities or any of their respective affiliates will be required to take any of the actions set forth in the second bullet above unless the effectiveness of such action is conditioned upon the closing of the mergers and (ii) in no event will the Company, the Surviving Corporation, the Partnership, the Surviving Partnership or any of their respective affiliates propose to any governmental authority, negotiate, effect or agree to any action contemplated by the first or second bullet above without the prior written consent of the Parent Entities. The entry by any governmental authority in any proceeding of a governmental order permitting the consummation of the transactions contemplated by the merger agreement but requiring any assets or lines of business to be sold, licensed or otherwise disposed or held separate thereafter (including the business and assets of the acquired companies) will not in and of itself be deemed a failure to satisfy any condition described in the section entitled “—Conditions to the Mergers.”

Notwithstanding anything to the contrary in the merger agreement, nothing in the merger agreement will require the Parent Entities or any affiliates of the Parent Entities (including Blackstone) to agree or otherwise be required to take any action, including 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 assets, business or portion of any business, products, rights, services, licenses, of the Parent Entities or any affiliates of the Parent Entities (including Blackstone, any current or future investment funds or investment vehicles affiliated with, or managed or advised by, Blackstone or its affiliates, or any portfolio company (as such term is commonly understood in the private equity industry) or investment of Blackstone or of any such investment fund or investment vehicle), or any interest therein (in each case other than with respect to the Parent Entities, Merger Sub I, Merger Sub II and their respective subsidiaries (including, following the closing of the mergers, the Surviving Corporation and its subsidiaries)).

Third Party Consents

The parties to the merger agreement will use their respective commercially reasonable efforts to obtain from any person (other than a governmental authority, which is subject to the provisions described above in this section entitled “—Governmental Consents and Filings”) any consents, waivers, approvals or authorizations required or advisable to be obtained by the parties to the merger agreement, or any of their respective subsidiaries relating to any contract or any company license in connection with the authorization, execution and delivery of the merger agreement and the consummation of the transactions contemplated by the merger agreement. Notwithstanding anything to the contrary in the merger agreement, in connection with obtaining any consents in connection with the transactions contemplated by the merger agreement from any person (other than a governmental authority, which is subject to the provisions described above in this section entitled “ —Governmental Consents and Filings”) (i) without the prior written consent of the Parent Entities, none of the

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acquired companies will pay or commit to pay to such person whose approval or consent is being solicited any cash or other consideration, make any accommodation or commitment or incur any liability or other obligation to such person, (ii) none of the Parent Entities, Merger Sub I, Merger Sub II or any of their affiliates will be required to pay or commit to pay to such person whose approval or consent is being solicited any cash or other consideration, make any commitment or incur any liability or other obligations and (iii) none of the Company, the Partnership or any of their respective affiliates will be required to pay or commit to pay to such person whose approval or consent is being solicited any cash or other consideration, make any commitment or incur any liability or other obligations, except in each case of this clause (iii) if the payment, commitment or obligations is conditioned upon the closing of the mergers.

Notices of Certain Events

Prior to the company merger effective time, we and the Partnership will provide the Parent Entities with prompt notice of any stockholder litigation, unitholder litigation or other proceeding relating to or arising from the merger agreement or the mergers that is brought against the Company and the Partnership, the members of our board or the General Partner or other subsidiaries of the Company (such proceedings, “transaction litigation”) and will keep the Parent Entities reasonably informed with respect to the status thereof. Without limiting the preceding sentence, we will give the Parent Entities (A) the opportunity to review and comment on all material filings or responses to be made by us in connection with any transaction litigation, and we will consider any such comments in good faith, and (B) the opportunity to participate in (at its sole cost and expense) but not control, and consult on, any defense, negotiations, settlement, understanding or other agreement with respect to any transaction litigation and we will not, and will not permit any of our subsidiaries or our or their representatives to, compromise or settle any such transaction litigation unless the Parent Entities have consented thereto (which consent will not be unreasonably withheld, conditioned or delayed).

We and the Partnership will give prompt notice to the Parent Entities, Merger Sub I and Merger Sub II, and the Parent Entities, Merger Sub I and Merger Sub II will give prompt notice to us and the Partnership:

Notwithstanding anything to the contrary in the merger agreement, the failure by us or the Partnership, the Parent Entities, Merger Sub I, Merger Sub II or our or their respective representatives to provide such prompt notice under the third and fourth bullets above will not constitute a breach of covenant for purposes of the sixth bullet in the section entitled “—Conditions to the Mergers,” the 12th bullet in the section entitled “—Conditions to the Mergers,” the first bullet in the section entitled “—Termination of the Merger Agreement—Termination by the Parent Entities,” or the first bullet in the section entitled “—Termination of the Merger Agreement—Termination by the Company.”

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No Solicitation of Acquisition Proposals

From and after the date of the merger agreement until the earlier of the partnership merger effective time or the date on which the merger agreement is terminated in accordance with its terms, we and the Partnership have agreed that, except as permitted by certain exceptions described below, we will not, and will cause each of our respective subsidiaries and our and their directors and officers not to, and will instruct our and our subsidiaries’ other representatives not to, directly or indirectly:

We and the Partnership have further agreed that immediately following the execution of the merger agreement, we and the Partnership will, and will cause each of our respective subsidiaries and our and their directors and officers to, and will instruct our and our subsidiaries’ other representatives to, cease and cause to be terminated any existing solicitation, discussion or negotiation with any third party with respect to any inquiry or acquisition proposal, terminate all physical and electronic data room access granted to any person or its representatives (other than the Parent Entities, Merger Sub I, Merger Sub II, their respective affiliates, the financing sources and their respective representatives) and request that each third party that has previously executed a confidentiality agreement in the last 12 months prior to the date of the merger agreement and relating to an inquiry or acquisition proposal to promptly return to us or destroy all non-public information previously furnished or made available to such third party or any of its representatives by or on behalf of us, the Partnership or our respective representatives in accordance with the terms of such confidentiality agreement.

Subject to compliance with the other provisions described in this section “—No Solicitation of Acquisition Proposals” and in the section entitled “—Obligation of Our Board of Directors with Respect to Its Recommendation,” at any time prior to the earlier of obtaining the required company stockholder approval and the termination of the merger agreement in accordance with its terms, if (1) we or any of our subsidiaries has received a bona fide written acquisition proposal from a third party (that did not result from a breach of our obligations described under this section “—No Solicitation of Acquisition Proposals” and in the section entitled “ —Obligation of Our Board of Directors with Respect to Its Recommendation”) and (2) our board determines in good faith, after consultation with its financial and outside legal advisors, that such acquisition proposal constitutes, or could reasonably be expected to lead to, a superior proposal (as described below), then we and our representatives may:

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However, we must promptly (and in any event within 48 hours) notify the Parent Entities after we or our representatives commence either of the aforementioned actions, and we will make available to the Parent Entities any non-public information concerning us or our subsidiaries made available to any third party, to the extent not previously made available to the Parent Entities, as promptly as reasonably practicable after it is made available to such third party (and in any event within 48 hours following such information being made available to such third party).

From and after the date of the merger agreement until the earlier of the partnership merger effective time or the date on which the merger agreement is terminated in accordance with its terms, if we or any of our representatives receive an acquisition proposal or inquiry that would reasonably be expected to lead to an acquisition proposal, we will:

None of the acquired companies will, after the date of the merger agreement, enter into any confidentiality or similar agreement with any person that would prohibit any acquired company from providing any information required to be provided to the Parent Entities in accordance with the provisions described in this section “—No Solicitation of Acquisition Proposals” and in the section entitled “—Obligation of Our Board of Directors with Respect to Its Recommendation.”

For purposes of the merger agreement, “inquiry” means any inquiry, discussion, offer or request that constitutes, or would reasonably be expected to lead to, an acquisition proposal.

For purposes of the merger agreement, “superior proposal” means a written acquisition proposal (except for purposes of this definition, the references in the definition of “acquisition proposal” to “15%” will be replaced by “50%”) made by a third party or group which our board determines in good faith, after consultation with its financial and outside legal advisors, taking into account (a) all of the terms and conditions of the acquisition proposal and the merger agreement (as it may be proposed to be amended by the Parent Entities) and (b) the feasibility and certainty of consummation of such acquisition proposal on the terms proposed (taking into account all legal, financial, financing, regulatory approvals, conditionality, breakup fee provisions and other aspects of such acquisition proposal and conditions to consummation thereof that our board considers to be appropriate) (i) if consummated, would result in a transaction that is more favorable, from a financial point of view, to our stockholders (solely in their capacity as such) than the transactions (after taking into account any changes to the terms of the merger agreement made or proposed by the Parent Entities to us in writing in response to such acquisition proposal as described in the section entitled “—Obligation of Our Board of Directors with Respect to Its Recommendation”) and (ii) is reasonably likely to be consummated.

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In addition, the merger agreement provides that we may not, nor may we permit any of our subsidiaries to, release any person from, or waive, amend or modify any provision of, or grant permission under, any standstill or confidentiality provision with respect to an acquisition proposal or inquiry that would reasonably be expected to lead to an acquisition proposal or similar matter in any contract to which we or any of our subsidiaries is a party; provided that, if our board determines in good faith (after consultation with its financial and outside legal advisors) that the failure to take such action would reasonably be expected to be inconsistent with the directors’ duties under applicable law, we may (i) grant a limited waiver of any standstill provision solely to the extent necessary to permit any person to make a non-public acquisition proposal to our board and, to the extent permitted by the merger agreement, thereafter negotiate and enter into any transaction in connection therewith, and (ii) grant a waiver of or terminate, and/or not enforce any anti-clubbing, restrictions on engaging representatives or working with potential financing sources or similar provision of any confidentiality agreement with a third party.

The merger agreement also provides that neither we nor our board (or any committee thereof) will take any action on or after the date of the merger agreement to exempt any person (other than the Parent Entities, Merger Sub I, Merger Sub II or their respective affiliates) from or render inapplicable the “Aggregate Stock Ownership Limit” or “Common Stock Ownership Limit” (each as defined in our charter) (including by establishing or increasing an excepted holder limit under our charter), or any takeover statute, in each case, unless such actions are taken concurrently with the termination of the merger agreement in accordance with the provisions described in the section entitled “—Termination of the Merger Agreement—Termination by the Company.”

Obligation of Our Board of Directors with Respect to Its Recommendation

Adverse Recommendation Change

Except in the circumstances and pursuant to the procedures described below, neither our board nor any committee thereof will:

We refer to any action in the first four bullets above as an “adverse recommendation change.”

Superior Proposal

Prior to obtaining the required company stockholder approval, if we have received an unsolicited written bona fide acquisition proposal after the date of the merger agreement that did not result from a breach of our obligations under the section entitled “—No Solicitation of Acquisition Proposals” or under this section “ —Obligation of Our Board of Directors with Respect to Its Recommendation” our board will be permitted to (A) cause us to, and we will be permitted to, terminate the merger agreement in accordance with its terms to

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concurrently enter into a definitive alternative acquisition agreement providing for the implementation of such acquisition proposal and/or (B) make any adverse recommendation change, if and only if:

Intervening Event

Prior to obtaining the required company stockholder approval, if an intervening event has occurred, our board will be permitted to make an adverse recommendation change if and only if:

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For purposes of the merger agreement, “intervening event” means any effect occurring or arising after the date of the merger agreement that, individually or in the aggregate, is material to us and our subsidiaries taken as a whole, and (i) was not actually known (or, if known, the magnitude or consequences of which are not actually known) to, or reasonably expected by, our board as of the date of the merger agreement, which effect (or the magnitude or consequences of which) first becomes actually known to, or reasonably expected by, our board prior to approval of the company merger by the required company stockholder approval and (ii) does not relate to (and none of the following will be considered in determining whether there has been an intervening event): (a) any inquiry or acquisition proposal (including the receipt, existence or terms thereof) or (b) any changes in the market price or trading volume of our common stock, any failure by us or our subsidiaries to meet internal or published or analysts’ estimates or financial projections, budgets or forecasts of revenues, earnings or other financial or operating metrics for any period, any changes in credit ratings and any changes in any analysts’ recommendations or ratings with respect to us or any of our subsidiaries (provided that the effects giving rise to or contributing to such changes or failure may be taken into account in determining whether there has been an intervening event).

Nothing contained in the merger agreement prohibits us, our board or our representatives from:

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provided, however, that our board (or any committee thereof) will not make any adverse recommendation change, except in accordance with the terms of the merger agreement.

Employee Benefits

From and after the company merger effective time and for a period ending 12 months following the closing date, or if earlier, the last day of service of any employee of ours or of our subsidiaries who continues employment with the Parent Entities, the Surviving Corporation or any of their subsidiaries (a “continuing employee”) the Parent Entities will provide, or cause their subsidiaries, including the Surviving Corporation, to provide, to each continuing employee with (i) base salary, base fee or wage rate, as applicable, and annual target cash bonus opportunity, in each case, that is not less than the base salary, base fee or wage rate (as applicable) and annual target cash bonus opportunity, respectively, provided to such continuing employee immediately prior to the company merger effective time, (ii) contractual severance pay and benefits that are no less favorable than the severance pay and benefits for which the continuing employee would have been eligible immediately prior to the company merger effective time, and (iii) other benefits (other than equity and equity-based, long-term incentive, nonqualified deferred compensation, change-in-control and retention arrangements, post-retirement health and welfare, and defined benefit pension plans) that, taken as a whole, are at least as favorable in the aggregate as the benefits provided to such continuing employee immediately prior to the company merger effective time.

With respect to benefit plans maintained by the Parent Entities or any of the Parent Entities’ subsidiaries, including the Surviving Corporation (solely for purposes of eligibility to participate, vesting and determination of level of benefits for vacation and paid time-off entitlement and severance benefits), each continuing employee’s service with any acquired company, as reflected in our records, will be treated as service with the Parent Entities or any of the Parent Entities’ subsidiaries, including the Surviving Corporation; provided, however, that such service need not be recognized for purposes of benefit accrual under any defined benefit pension plan or to the extent that such recognition would result in any duplication of benefits.

The Parent Entities will, or will cause the Parent Entities’ subsidiaries (including the Surviving Corporation) to, waive, or cause to be waived, any pre-existing condition limitations, exclusions, evidence of insurability, actively-at-work requirements and waiting periods under any welfare benefit plan maintained by the Parent Entities or any of the Parent Entities subsidiaries in which continuing employees (and their eligible dependents) become eligible to participate following the closing of the mergers, except to the extent that such pre-existing condition limitations, exclusions, actively-at-work requirements and waiting periods would not have been satisfied or waived under our comparable benefit plan. The Parent Entities will, or will cause the Parent Entities’ subsidiaries, including the Surviving Corporation, to recognize and credit, or cause to be recognized and credited, the dollar amount of all co-payments, deductibles and similar expenses incurred by each continuing employee (and his or her eligible dependents) during the calendar year in which the closing of the mergers occurs (or such later calendar year in which continuing employees first become eligible to participate in any welfare benefit plans of the Parent Entities or the Parent Entities’ subsidiaries) for purposes of satisfying such year’s deductible and co-payment limitations under the relevant welfare benefit plans in which such continuing employee (and dependents) become eligible to participate following the closing of the mergers.

Financing Cooperation

The consummation of the mergers is not conditioned upon the Parent Entities’ receipt of financing. Prior to the closing of the mergers, we will use our commercially reasonable efforts to provide, and will cause each of our subsidiaries to use its commercially reasonable efforts to provide, in each case at the Parent Entities’ sole cost

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and expense, such customary cooperation in connection with the offering, arrangement, syndication, consummation or issuance of any debt, equity or equity-linked financing deemed necessary or appropriate by the Parent Entities, including, among other things, any debt or equity financing to be incurred or contemplated to be incurred in connection with the transactions contemplated by the merger agreement, the acquired companies and our real properties effective as of or after the closing of the mergers, as reasonably requested in writing by the Parent Entities (collectively, the “debt financing”) (provided that such requested cooperation does not unreasonably interfere with our or our subsidiaries’ business operations), including using commercially reasonable efforts to do the following as promptly as reasonably practicable after the Parent Entities’ written request, each of which with reasonable prior notice and at the Parent Entities’ sole cost and expense:

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However, our obligations under the preceding bullets are qualified by the following:

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The sixth bullet in the section entitled “—Conditions to the Mergers,” as it applies to the Company’s obligations under this section “—Financing Cooperation,” will automatically be deemed satisfied, except to the extent we have committed a willful breach of our obligations set forth in this section “—Financing Cooperation,” the Parent Entities have provided us with written notice of such breach within 10 business days of first becoming aware of such breach and we fail to cure such breach by the earlier of 10 business days after such notice is provided or the end date. We will not be in breach of the merger agreement for the failure to (A) deliver any financial or other information that is not currently readily available to the acquired companies or is not prepared in the ordinary course of business of the acquired companies at the time requested by the Parent Entities or (B) obtain review of any financial or other information by our accountants after using commercially reasonable efforts to obtain the same. The parties to the merger agreement agreed and acknowledged that the obligations set forth in this section “—Financing Cooperation” represent the acquired companies’ and their respective affiliates’ sole obligation with respect to cooperation in connection with the debt financing.

We will not be required to agree to any contractual obligation relating to the debt financing that is not conditioned upon the closing of the mergers and that does not terminate without liability to us and our affiliates upon the termination of the merger agreement that is not reimbursed or indemnified by the Parent Entities. We will not be required to deliver or cause the delivery of any legal opinions, 10b-5 letters, authorization and representation letters or solvency certificates in connection with the debt financing. In addition, the parties to the merger agreement agree that any information with respect to the prospects and plans for the acquired companies in connection with the debt financing will be the sole responsibility of the Parent Entities, and neither the acquired companies nor any of their affiliates, directors, managers, officers, general or limited partners, employees, counsel, financial advisors, auditors, agents and other authorized representatives, will have any liability or incur any damages with respect thereto or be required to provide any information or make any presentations with respect to capital structure, or the incurrence of the debt financing or other pro forma information relating thereto or the manner in which the Parent Entities intend to operate, or cause to be operated, the acquired companies after the closing of the mergers.

The Parent Entities have agreed that they will indemnify and hold harmless us, our subsidiaries and each of our representatives and each of our respective present and former directors, officers, employees and agents (collectively, the “financing indemnified parties”) from and against any and all out-of-pocket costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages, liabilities, penalties, interest, awards or amounts paid in settlement that are suffered or incurred in connection with the debt financing or any information, assistance or activities provided in connection with the debt financing (other than the information provided in writing by us or our subsidiaries to the Parent Entities specifically in connection with our obligations pursuant this section entitled “—Financing Cooperation”).

The Parent Entities, Merger Sub I and Merger Sub II have agreed that they and their affiliates will not, without our prior written consent, enter into any agreement, arrangement or any other understanding, whether written or oral, with any potential source of debt financing that would reasonably be expected to limit, restrict, restrain, otherwise impair in any manner, directly or indirectly, the ability of such source of debt financing to provide debt financing or other assistance to any other party in any other transaction involving us or our subsidiaries (provided that this will not prohibit the establishment of customary “tree” arrangements).

At our request, the Parent Entities will keep us reasonably informed in reasonable detail of the status of their efforts to arrange the debt financing.

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Assumed Indebtedness

Promptly upon the request of the Parent Entities, we and the Partnership will or will cause the other applicable acquired companies to deliver to each of the lenders or any agent or trustee acting on their behalf (each, an “existing lender”) under certain indebtedness identified by the Parent Entities (the “assumed indebtedness”), a notice prepared by the Parent Entities, in form and substance reasonably approved by us, requesting that such existing lender deliver to the Parent Entities and the applicable acquired company a written statement or documents (the “assumption documents”) (1) confirming (A) the aggregate principal amount of the indebtedness outstanding under such assumed indebtedness, (B) the date to which interest and principal has been paid in respect of such assumed indebtedness, and (C) the amount of any escrows being held by such existing lender in respect of such assumed indebtedness; and (2) consenting to the assumption of the existing indebtedness, the replacement of any guaranty and the consummation of the transactions contemplated by the merger agreement, and to the modifications of the terms of such assumed indebtedness that the Parent Entities may reasonably request after the date hereof; provided that we will be informed of any such request or modification; and provided, further, that in the event the Parent Entities request assumption documents in accordance with the merger agreement, (x) the transactions contemplated by the merger agreement shall not be conditioned on, delayed or postponed as a result of the receipt of (or failure to receive) such assumption documents from all or any portion of the existing lenders and (y) the assumption documents will be effective as of or immediately prior to and conditioned upon the occurrence of the partnership merger effective time.

The Parent Entities will pay all fees and expenses payable in connection with the assumption documents, including premiums for any endorsements to or re-date of the title insurance policy previously issued to the existing lenders, servicing fees, rating agency fees, assignment and assumption fees, attorneys’ fees and disbursements and processing fees required to be paid to the existing lenders as a condition to issuance of the assumption documents. None of the acquired companies will be obligated to pay any commitment or similar fee or incur any other expense, liability or obligation in connection with this section entitled “—Assumed Indebtedness” before the closing of the mergers, and the Parent Entities will indemnify and hold harmless the acquired companies for any and all liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments and penalties suffered or incurred by any acquired company in connection with their actions and cooperation pursuant to this section entitled “—Assumed Indebtedness.”

Pre-Closing Transactions

In addition, the merger agreement requires that we and our subsidiaries use commercially reasonable efforts to provide such cooperation and assistance as the Parent Entities may reasonably request to (1) convert or cause the conversion of one or more of our wholly owned subsidiaries that are organized as corporations into limited partnerships or limited liability companies and one or more of our wholly owned subsidiaries that are organized as limited partnerships or limited liability companies into limited liability companies, limited partnerships or corporations, on the basis of organizational documents as reasonably requested by the Parent Entities, (2) sell, transfer or distribute or cause to be sold, transferred or distributed (by merger or otherwise) stock, partnership interests, limited liability company interests or other equity interests owned, directly or indirectly, by us in one or more of our wholly owned subsidiaries (including to us or any other of our wholly owned subsidiaries) at a price and on such other terms as designated by the Parent Entities, (3) exercise any of our or our wholly owned subsidiary’s right to terminate or cause to be terminated any contract to which we or one of our wholly owned subsidiaries is a party, (4) sell, transfer or distribute, or cause to be sold, transferred or distributed, any of our or our wholly owned subsidiaries’ assets (including to us or any of our other wholly owned subsidiaries) at a price and on such other terms as designated by the Parent Entities and/or (5) restructure our ownership of the Partnership to maintain the status of the Partnership as a partnership for U.S. federal income tax purposes following the partnership merger.

These rights of the Parent Entities are limited, however, in that (1) we and any of our subsidiaries will not be required to take any action that contravenes any of our or our subsidiaries’ organizational documents, any of our

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material contracts, or applicable law, (2) any such conversions, exercises of any rights of termination or other terminations, sales or transactions must be contingent upon all of the conditions to the mergers having been satisfied (or waived) and our receipt of a written notice from the Parent Entities stating that the Parent Entities, Merger Sub I and Merger Sub II are prepared to proceed immediately with the closing of the mergers and irrevocably waiving any right to claim that the conditions to their obligations to consummate the mergers have not been satisfied (other than delivery by us and the Partnership at the closing of the mergers of the required certificate and the opinion of counsel described in the section entitled “—Conditions to the Mergers”), together with any other evidence reasonably requested by us that the closing of the mergers will occur, (3) such actions (or the inability to complete them) will not affect or modify in any respect the obligations of the Parent Entities, Merger Sub I and Merger Sub II under the merger agreement, including the amount of or timing of payment of the common stock merger consideration or the obligation to complete the mergers in accordance with the terms of the merger agreement, (4) we and our subsidiaries will not be required to take any such action that could adversely affect our classification as a REIT or could subject us to any “prohibited transactions” taxes or certain other material taxes under the Code (or other material entity-level taxes), (5) we and our subsidiaries will not be required to take any such action that could result in any tax being imposed on, or any material adverse tax consequences to any of our stockholders or other equity interest holders (in such person’s capacity as a stockholder or other equity interest holder), that are incrementally greater or more adverse, as the case may be, than the taxes or other material adverse tax consequences that would be imposed on such party in connection with the consummation of the merger agreement in the absence of such action taken, and (6) we and our subsidiaries will not be required to provide any material non-public information to a third party other than the Parent Entities and their affiliates or their respective representatives. The Parent Entities will, promptly upon request by us, reimburse us for all reasonable out-of-pocket costs incurred by us or any of our subsidiaries in performing these obligations, and the Parent Entities will indemnify us and any of our subsidiaries for any and all liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments and penalties suffered or incurred by us or any of our subsidiaries arising out of such obligations (and in the event the mergers and the other transactions contemplated by the merger agreement are not consummated, the Parent Entities will promptly reimburse us for any reasonable out-of-pocket costs incurred by us or any of our subsidiaries not previously reimbursed).

Certain Other Covenants

The merger agreement contains certain other covenants of the parties to the merger agreement relating to, among other things:

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Conditions to the Mergers

The respective obligations of each party to the merger agreement to consummate the mergers are subject to the satisfaction (or, to the extent permitted by law, written waiver by all parties to the merger agreement) at or prior to the closing of the mergers of each of the following conditions:

The obligations of the Parent Entities, Merger Sub I and Merger Sub II to consummate the mergers are further subject to the satisfaction (or, to the extent permitted by law, written waiver by the Parent Entities), at or prior to the closing of the mergers, of the following further conditions:

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Our obligations to consummate the mergers are further subject to the satisfaction (or, to the extent permitted by law, written waiver by us), at or prior to the closing of the mergers, of the following further conditions:

Termination of the Merger Agreement

We and the Parent Entities may mutually agree to terminate the merger agreement and abandon the mergers and the other transactions contemplated by the merger agreement at any time prior to the closing of the mergers, even after we have obtained the required company stockholder approval.

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Termination by Either the Company or the Parent Entities

In addition, we, on the one hand, or the Parent Entities, on the other hand, may terminate the merger agreement upon notice to the other party at any time prior to the closing of the mergers (with respect to the first two bullets below, even after we have obtained the required company stockholder approval), if:

Termination by the Company

We may also terminate the merger agreement by written notice to the Parent Entities at any time prior to the closing of the mergers, even after we have obtained the required company stockholder approval (except as otherwise specified below), if:

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Termination by the Parent Entities

The Parent Entities may also terminate the merger agreement by written notice to us at any time prior to the closing of the mergers, even after we have obtained the required company stockholder approval (except as otherwise specified below), if: