TRENDS IN PUBLIC REIT M&A: 2012-2017 14 Selected Data Of the 54 public REIT M&A transactions announced in 2012-2017 period: 28% were go-private transactions 72% were public-to-public strategic transactions 37% provided for all-cash consideration 39% provided for all-stock consideration 24% provided for mixed cash-and-stock consideration 16.4% = the average premium to the unaffected share price 13.3% = median premium to unaffected share price 79% involved a forward merger or forward triangular merger of the target REIT 17% involved a reverse merger or reverse triangular merger of the target REIT 20% of all-cash deals provided tax-deferred rollover option for target OP unitholders 20% of all-cash transactions restricted payment of cash dividends post signing 70% of public-to-public transactions provided for dividends to target shareholders through closing, including a pro-rated dividend at closing 13% included a “go-shop” 100% included some form of buyer matching rights 90% provided the buyer with multiple matching rights 52% limited subsequent notice/matching periods to 2 business days or less 80% allowed target boards to change or withdraw their recommendation in situations not involving a competing offer such as an intervening event 58% included one or more non-standard conditions to closing 100% granted buyer right to seek specific performance 85% granted target right to seek specific performance 15% limited target remedies to terminating the agreement and collecting a reverse termination fee 75% resulted in post-announcement litigation