GOODWIN 11 A full listing of these transactions is included at the end of this piece. We reviewed the terms of these 50+ M&A transactions and are pleased to present our findings below with respect to a variety of data points that characterized M&A activity involving public REITs during this period. Every business combination transaction is unique and each deal develops against its own background of facts and circumstances; however, we believe that the ability to view and compare select metrics across a broad section of recent transactions in the industry provides market participants with useful information about frequently negotiated terms and whether trends may be developing with respect to those terms. TRENDS IN PUBLIC REIT M&A: 2012-2017 The last six years have witnessed over $165 billion in M&A transactions involving public REITs. 15 public REITs were taken private in buyout transactions, while 39 REITs were acquired by other public REITs in strategic transactions. Over this period, the largest number of transactions occurred in the residential sector, including multifamily and single-family homes, while the retail, healthcare and suburban office sectors saw robust M&A activity as well. Numerous transactions during this period also involved public non-traded REITs, largely in the triple-net-lease space. There were large deals and small deals, ranging from a high of $11.2 billion to a low of $120 million, high- premium deals and low-premium deals, all-cash buyouts, stock-for-stock mergers and combination cash-and-stock transactions. The common denominator in all of them was that shareholders of a public REIT voted to approve the acquisition of their company by a third party. Public REIT M&A Transactions: 2012-2017 Sector Go-Private Public Strategic Aggregate Transaction Value (in billions) Residential 6 6 $42.2 Retail 4 4 $18.5 NNN 0 6 $23.7 Healthcare 1 6 $16.7 Office* 2 5 $16.0 Other** 2 12 $48.1 Total: 15 39 $165.2 * Includes 3 office-industrial transactions. ** Includes 3 lodging, 1 diversified, 1 storage, 1 industrial, 1 data center, 1 lifestyle, 1 timber, 1 farmland and 4 mortgage sector transactions. JANUARY 2018