Lazard is acting as sole financial advisor to Cortland. Pure Multi-Family assumes no obligation to update or revise any forward-looking information whether as a result of new information, future events or otherwise, except as required by applicable law. Scotiabank and Fort Capital Partners have provided fairness opinions to the Special Committee and Board of Directors that based upon and subject to the assumptions and limitations described in their respective opinions, the consideration to be received by holders of Units pursuant to the Transaction is fair, from a financial point of view, to such holders and the holders of the outstanding convertible unsecured subordinated debentures. Forward-looking information is based on a number of key expectations and assumptions made by Pure Multi-Family including, without limitation: the Transaction will be completed on the terms currently contemplated; the Transaction will be completed in accordance with the timing currently expected; all conditions to the completion to the Transaction will be satisfied or waived and the Arrangement Agreement will not be terminated prior to the completion of the Transaction; and assumptions and expectations related to premiums to the trading price of Units and returns to unitholders. Our aim is to add value with strong risk-adjusted returns. Pure Multi-Family delivered the second best total unitholder returns in the Canadian REIT sector since our initial public offering in July 2012, using Canadian dollar returns. Owners include: Owners (partial or full) of multifamily (defined as five or more units) rental properties, including independent living and age-restricted housing. Farris LLP is acting as legal counsel to the Special Committee and Koffman Kalef LLP to the Board of Directors. Cortland is a National Multifamily Housing Council (NMHC) Top 50 Owner and Manager and is ranked 6th among Atlanta’s “Top Workplaces” in the large employer category (2019). Robert King, Chairman of Pure Multi-Family’s Board of Directors (the “Board of Directors”) and Chairman of the special committee of independent directors (the “Special Committee”) said, “Since our initial public offering in July 2012, Pure Multi-Family has generated a total unaffected return in excess of 176%, approximately 16% on a compounded annual basis. Founded in 2013 Cortland Credit Group Inc. is an alternative asset management firm with a special focus on conservative private debt investment strategies. What is Ownership? The Transaction is structured as a statutory plan of arrangement under the. Cortland Partners LLC operates as a real estate firm. Forward-looking information is provided for the purpose of presenting information about management's current expectations and plans relating to the future and readers are cautioned that such statements may not be appropriate for other purposes. The Company specializes in the investment, development, and management of communities throughout the Southern United States. The Arrangement Agreement provides a “go shop” provision with a two-tier termination fee structure that allows the Board of Directors to actively solicit a superior proposal before August 12, 2019, subject to a customary “right to match” in favour of Cortland and payment of: (i) a US$9.5 million termination fee to Cortland if such superior proposal is accepted by the earlier of August 20, 2019 and the date that is one day after the end of Cortland’s matching period; and (ii) payment of a US$22.5 million termination fee to Cortland if such superior proposal is accepted thereafter. The Transaction is fully financed, not subject to due diligence, and backstopped by Cortland with a US$50 million reverse termination fee; The Transaction is the culmination of a comprehensive strategic review that commenced in April 2018 and continued over the past 15 months with Scotiabank having contacted approximately 90 potential strategic and financial purchasers; “Go shop” period of 25 calendar days to proactively solicit potentially higher bids with minimal friction costs, modest termination fee of US$9.5 million (1.5% of equity value; US$0.11 per Unit) until August 20, 2019 and increasing to US$22.5 million (3.5% of equity value; US$0.27 per Unit) thereafter; The Board of Directors of Pure Multi-Family, excluding the Chief Executive Officer, are recommending that unitholders vote in favour of the Transaction; and. Fort Capital Partners has provided the Special Committee and the Board of Directors with a fairness opinion in respect of the Transaction. Pure Multi-Family ranked twelfth in the Canadian REIT sector, during that same period, using US dollar returns. Forward-looking information is based on a number of key expectations and assumptions made by Pure Multi-Family including, without limitation: the Transaction will be completed on the terms currently contemplated; the Transaction will be completed in accordance with the timing currently expected; all conditions to the completion to the Transaction will be satisfied or waived and the Arrangement Agreement will not be terminated prior to the completion of the Transaction; and assumptions and expectations related to premiums to the trading price of Units and returns to unitholders. Additional information about risks and uncertainties related to Pure Multi-Family is contained in Pure Multi-Family's Annual Information Form for the year ended December 31, 2018 and in Pure Multi-Family's Management's Discussion and Analysis dated May 13, 2019, both of which are available on SEDAR at www.sedar.com. It is a term of the plan of arrangement that all of the outstanding convertible unsecured subordinated debentures will be transferred for consideration of $1,346.90 plus accrued and unpaid interest for each $1,000 principal amount, unless the court requires a vote of the debenture holders in which case the debentures will be redeemed prior to the closing of the plan of arrangement.
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