FUR Winthrop Realty Trust New (delisted)

On February 13, 2018, 701 Seventh Property Owner LLC and 701 Sign LLC (the “Sellers”), entities in which Winthrop Realty Liquidating Trust (the “Trust”) holds an indirect preferred membership interest, entered into a purchase and sale agreement with 20 TSQ Owner Mezz LLC, an affiliate of a current indirect member of the Sellers, to sell the property located at 701 Seventh Avenue, New York, New York (the “Property”) for a gross sales price of $1.53 billion. The closing is scheduled to close no later than April 30, 2018 and is not subject to any termination rights on the part of purchaser other than a breach by Sellers of their obligations under the purchase and sale agreement. The purchase and sale agreement provides that upon closing, a portion of the proceeds in excess of the amount that would return to the Trust its capital investment plus a 12% return thereon is to be placed in escrow pending completion of the development of the Property. The purchase price for the Property is expected to provide net proceeds distributable to the Trust consistent with the Trust’s last reported estimated net assets in liquidation.

The Sellers also agreed that upon closing of the sale of the Property to enter into a Development Services Agreement pursuant to which the Sellers would complete the construction of the Property for the benefit of the purchaser.