From: Jaeger, Bruce

From: Jaeger, Bruce To: Jeffrey E. <jeevacation()gmail.com> Subject: RE: REIT Operating Units Date: Tue, 08 Aug 2017 20:26:03 +0000 Yes, I believe that is correct. From: Jeffrey E. [mailto:[email protected]] Sent: Tuesday, August 08, 2017 4:14 PM To: Jaeger, Bruce (New York 3 Bryant) Subject: Re: REIT Operating Units i assume there is tax risk if they have to exchange for shares or cash. . the holder will geta capital gain? On Tue, Aug 8, 2017 at 2:51 PM, Jaeger, Bruce < > wrote: For Information & Discussion Purposes Only Stifel Bank & Trust has issued non-purpose loan(s) using Convertible REIT Operating Units as collateral. The Client, Bank and REIT were subject to a Tri-party collateral agreement. In the event of a default, Stifel Bank could "put" the operating units back to the GP and the REIT, at their discretion within a reasonable period of time, would redeem the units for either cash or freely tradeable securities. This loan structure required a "user friendly GP" that was willing to accommodate their significant shareholder. The Bank cannot accept more than 9.5% of the company shares to limit the affiliate issue in the event of a default. To hedge the loan and potential collateral call(s), the client could enter into a proxy hedge subject to correlation and disclosure risk. The nature of the facility can be in the form of either a demand loan or committed facility with fees to be negotiated separately for each structure. The size and LTV are dependent upon the Bank's appetite for risk, counterparty, internal concentration limits, assets held at the firm as well as other applicable criteria. It is helpful to know the exact restriction(s) on the units and if they are in certificated or book entry form. Another possible solution would be to have the client contribute the operating units to an Exchange Fund and then post the exchange fund units as Collateral for the loan. This is subject to another set of criteria which uses the diversified exchange fund units as collateral for a loan. We are not sure if the Exchange Fund would accept "operating" units but, for tax efficiency, the units would need to be contributed to the fund and then converted into shares by the fund subject to regulatory requirements. Happy to do more work but, I would need to know the particulars of the shareholder and their holdings. Let me know how you wish to proceed. Best regards- Bruce From: Jeffrey E. [mailto:jeevacation gmail.com Sent: Tuesday, August 08, 2017 9:43 AM To: Jaeger, Bruce (New York 3 Bryant) Subject: Re: REIT Operating Units tell me the structure ? EFTA01038119 On Tue, Aug 8, 2017 at 9:39 AM, Jaeger, Bruce < > wrote: Jeffrey, Good catching up this am. I did a little due diligence and we DO structure loan facilities against REIT Operating Units out of our Stifel Bank & Trust. Let me know how you wish to proceed. Best regards, Bruce Bruce W. Jaeger Director/Investments I STIFEL 3 Bryant Park 13ru Floor I New York, NY 10036 This message, and any of its attachments, is for the intended recipient(s) only, and it may contain information that is privileged, confidential, and/or proprietary and subject to important terms and conditions available at If you are not the intended recipient, please delete this message and immediately notify the sender. No confidentiality, privilege, or property rights are waived or lost by any errors in transmission. please note The information contained in this communication is confidential, may be attorney-client privileged, may constitute inside information, and is intended only for the use of the addressee. It is the property of JEE Unauthorized use, disclosure or copying of this communication or any part thereof is strictly prohibited and may be unlawful. If you have received this communication in error, please notify us immediately by return e-mail or by e-mail to [email protected], and destroy this communication and all copies thereof, including all attachments. copyright -all rights reserved please note The information contained in this communication is confidential, may be attorney-client privileged, may constitute inside information, and is intended only for the use of the addressee. It is the property of JEE Unauthorized use, disclosure or copying of this communication or any part thereof is strictly prohibited and may be unlawful. If you have received this EFTA01038120 communication in error, please notify us immediately by return e-mail or by e-mail to [email protected], and destroy this communication and all copies thereof, including all attachments. copyright -all rights reserved EFTA01038121