What changed in this filing

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Item 1. Financial Statements

2025-10-24 compared with 2025-08-06 · 71 added, 66 removed, 389 unchanged (26% of the section changed)

5 unchanged sentences

(IN THOUSANDS, EXCEPT PER SHARE DATA )

June 30, 2025 December 31, 2024

September 30, 2025 December 31, 2024

Land $ 358,359 $ 383,808

23 unchanged sentences

150,000 shares authorized;

88,162 and 88,029 shares issued and outstanding, as of June 30, 2025 and December 31, 2024, respectively

88,161 and 88,029 shares issued and outstanding, as of September 30, 2025 and December 31, 2024, respectively

Additional paid in capital 1,744,621 1,740,078

9 unchanged sentences

(IN THOUSANDS, EXCEPT PER SHARE DATA)

Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

5 unchanged sentences

Depreciation and amortization 23,771 23,474 70,570 72,312

Real estate impairment 111,719 — 111,719 —

175,956 54,321 288,831 163,587

2 unchanged sentences

Interest expense ( 9,661 ) ( 9,557 ) ( 28,619 ) ( 28,435 )

Loss on extinguishment of debt — ( 147 ) — ( 147 )

Other income — — — 1,410

9 unchanged sentences

(IN THOUSANDS)

Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

18 unchanged sentences

Share grants, net of forfeitures and tax withholdings 132 2 4,543 — — 4,545 — 4,545

Balance, June 30, 2025 88,162 $ 882 $ 1,743,161 $ ( 686,226 ) $ ( 11,624 ) $ 1,046,193 $ 277 $ 1,046,470

Balance, September 30, 2025 88,161 $ 882 $ 1,744,621 $ ( 825,659 ) $ ( 10,939 ) $ 908,905 $ 274 $ 909,179

Shares Issued and Out-standing Shares of Beneficial Interest at Par Value Additional Paid in Capital Distributions in Excess of

8 unchanged sentences

Share grants, net of forfeitures and tax withholdings 143 1 3,789 — — 3,790 — 3,790

Balance, June 30, 2024 88,011 $ 880 $ 1,737,941 $ ( 608,310 ) $ ( 12,651 ) $ 1,117,860 $ 285 $ 1,118,145

Balance, September 30, 2024 88,010 $ 880 $ 1,739,319 $ ( 627,186 ) $ ( 14,323 ) $ 1,098,690 $ 283 $ 1,098,973

See accompanying notes to the consolidated financial statements.

4 unchanged sentences

Net Income Accumulated Other Comprehensive Loss Total Shareholders’ Equity Noncontrolling Interests in Subsidiaries Total Equity

Balance, March 31, 2025 88,157 $ 882 $ 1,741,220 $ ( 666,713 ) $ ( 12,467 ) $ 1,062,922 $ 279 $ 1,063,201

Balance, June 30, 2025 88,162 $ 882 $ 1,743,161 $ ( 686,226 ) $ ( 11,624 ) $ 1,046,193 $ 277 $ 1,046,470

Net loss — — — ( 123,514 ) — ( 123,514 ) — ( 123,514 )

5 unchanged sentences

Share grants, net of share grant amortization and forfeitures ( 1 ) — 1,460 — — 1,460 — 1,460

Balance, June 30, 2025 88,162 $ 882 $ 1,743,161 $ ( 686,226 ) $ ( 11,624 ) $ 1,046,193 $ 277 $ 1,046,470

Balance, September 30, 2025 88,161 $ 882 $ 1,744,621 $ ( 825,659 ) $ ( 10,939 ) $ 908,905 $ 274 $ 909,179

Shares Issued and Out-standing Shares of Beneficial Interest at Par Value Additional Paid in Capital Distributions in Excess of

Net Income Accumulated Other Comprehensive Loss Total Shareholders’ Equity Noncontrolling Interests in Subsidiaries Total Equity

Balance, March 31, 2024 88,003 $ 880 $ 1,736,524 $ ( 588,923 ) $ ( 12,365 ) $ 1,136,116 $ 288 $ 1,136,404

Balance, June 30, 2024 88,011 $ 880 $ 1,737,941 $ ( 608,310 ) $ ( 12,651 ) $ 1,117,860 $ 285 $ 1,118,145

Net loss — — — ( 2,970 ) — ( 2,970 ) — ( 2,970 )

6 unchanged sentences

Share grants, net of forfeitures and tax withholdings ( 1 ) — 1,378 — — 1,378 — 1,378

Balance, June 30, 2024 88,011 $ 880 $ 1,737,941 $ ( 608,310 ) $ ( 12,651 ) $ 1,117,860 $ 285 $ 1,118,145

Balance, September 30, 2024 88,010 $ 880 $ 1,739,319 $ ( 627,186 ) $ ( 14,323 ) $ 1,098,690 $ 283 $ 1,098,973

See accompanying notes to the consolidated financial statements.

2 unchanged sentences

(IN THOUSANDS)

Six Months Ended June 30,

Nine Months Ended September 30,

Cash flows from operating activities

3 unchanged sentences

Credit losses on lease related receivables 3,244 4,046

Real estate impairment 111,719 —

Share-based compensation expense 4,754 3,714

Net amortization of debt premiums, discounts and related financing costs 3,213 3,268

Loss on extinguishment of debt — 147

Gain on land easements — ( 1,410 )

15 unchanged sentences

Net cash used in financing activities ( 38,027 ) ( 42,457 )

Net decrease in cash, cash equivalents and restricted cash ( 1,516 ) ( 646 )

Net increase (decrease) in cash, cash equivalents and restricted cash 772 ( 1,340 )

Cash, cash equivalents and restricted cash at beginning of period 8,609 8,538

11 unchanged sentences

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2025

September 30, 2025

NATURE OF BUSINESS

1 unchanged sentence

Our business primarily consists of the ownership of apartment communities in the greater Washington, DC metro and Sunbelt regions.

Within these notes to the financial statements, we refer to the three months ended June 30, 2025 and June 30, 2024 as the “2025 Quarter” and the “2024 Quarter,” respectively, and the six months ended June 30, 2025 and June 30, 2024 as the “2025 Period” and the “2024 Period,” respectively.

Within these notes to the financial statements, we refer to the three months ended September 30, 2025 and September 30, 2024 as the “2025 Quarter” and the “2024 Quarter,” respectively, and the nine months ended September 30, 2025 and September 30, 2024 as the “2025 Period” and the “2024 Period,” respectively.

Federal Income Taxes

4 unchanged sentences

Our TRS is subject to corporate federal and state income tax on its taxable income at regular statutory rates.

As of both June 30, 2025 and December 31, 2024, our TRS had a deferred tax asset of $ 1.4 million that was fully reserved.

As of both September 30, 2025 and December 31, 2024, our TRS had a deferred tax asset of $ 1.4 million that was fully reserved.

Proposed Portfolio Sale Transaction and Plan of Sale and Liquidation

Subsequent to quarter end, the Company entered into a Purchase Agreement dated August 1, 2025 (the “Purchase Agreement”), by and among the Company, WashREIT OP LLC, a Delaware limited liability company and wholly owned subsidiary of the Company (“Seller”), Echo Sub LLC, a Delaware limited liability company and wholly owned subsidiary of Seller (the “Echo Sub”), CEVF VI Capital Holdings, LLC, a Delaware limited liability company (“Buyer”), and CEVF VI Co-Invest I Venture, LLC, a Delaware limited liability company.

On August 1, 2025, the Company entered into a Purchase Agreement (the “Purchase Agreement”), by and among the Company, WashREIT OP LLC, a Delaware limited liability company and wholly owned subsidiary of the Company (“Seller”), Echo Sub LLC, a Delaware limited liability company and wholly owned subsidiary of Seller (the “Echo Sub”), CEVF VI Capital Holdings, LLC, a Delaware limited liability company (“Buyer”), and CEVF VI Co-Invest I Venture, LLC, a Delaware limited liability company.

Pursuant to and subject to the terms and conditions of the Purchase Agreement, Buyer has agreed to purchase all of the limited liability company interests of Echo Sub, which at the consummation of the transactions will indirectly own 19 of the Company’s multifamily properties, in exchange for an aggregate purchase price of $ 1.6 billion, subject to customary adjustments (the “Portfolio Sale Transaction”).

6 unchanged sentences

In connection with entering into the Purchase Agreement and approval of the Plan of Sale and Liquidation by the board of trustees, the Company obtained a commitment to provide debt financing in the original principal amount of $ 520 million (or $ 565 million if one of the 19 properties is not included in the closing of the Portfolio Sale Transaction) (the “Loan”), which will be secured by substantially all of the Company’s real estate assets and subsidiary equity interests that remain after the closing under the Purchase Agreement, pursuant to a commitment letter (the “Commitment Letter”) from Goldman Sachs Bank USA.

The Loan will have an initial term of one year with a one-year extension option, that may be exercised subject to certain conditions specified in the Commitment Letter.

The funding of the Loan provided for in the Commitment Letter is contingent

on the satisfaction of customary conditions, including but not limited to (a) execution and delivery of definitive documentation with respect to the Loan in accordance with the terms set forth in the Commitment Letter, and (b) closing of the Portfolio Sale Transaction.

The Loan will have an initial term of one year with a one-year extension option, that may be exercised subject to certain

conditions specified in the Commitment Letter.

The funding of the Loan provided for in the Commitment Letter is contingent on the satisfaction of customary conditions, including but not limited to (a) execution and delivery of definitive documentation with respect to the Loan in accordance with the terms set forth in the Commitment Letter, and (b) closing of the Portfolio Sale Transaction.

The actual documentation governing the Loan has not been finalized, and accordingly, the actual terms may differ from the description of such terms in the Commitment Letter.

31 unchanged sentences

We have properties under development/redevelopment and held for current or future development.

As of June 30, 2025, we have invested $ 30.4 million, including the cost of acquired land, in a residential development adjacent to Riverside Apartments.

As of September 30, 2025, we have invested $ 30.4 million, including the cost of acquired land, in a residential development adjacent to Riverside Apartments.

During the second quarter of 2022, we paused development activities at the aforementioned property and ceased associated capitalization of interest on spending and real estate taxes.

Properties Sold and Held for Sale

Pending consummation of the Portfolio Sale Transaction and effectiveness of the Plan of Sale and Liquidation, we intend to hold our properties for investment with a view to long-term appreciation, to engage in the business of owning our properties and to make occasional sales of properties that no longer meet our long-term strategy or return objectives and where market conditions for sale are favorable.

The proceeds from the sales may be used to support other corporate needs or distributed to our shareholders.

Depreciation on these properties is discontinued at the time they are classified as held for sale, but operating revenues, operating expenses and interest expense continue to be recognized until the date of sale.

The Company periodically classifies real estate assets as held for sale when the held for sale criteria is met in accordance with GAAP.

At that time, depreciation on these properties is discontinued, but operating revenues, operating expenses and interest expense continue to be recognized until the date of sale.

No properties met the criteria for classification as held for sale as of September 30, 2025, since shareholder approval, which is required as a part of the Proposed Transaction, had not yet been received.

We did not sell or classify any properties as held for sale during the 2025 Period or in 2024.

As of June 30, 2025, we assessed our properties, including assets held for development, for impairment and did no t recognize any impairment charges during the 2025 Quarter.

We applied reasonable estimates and judgments in evaluating each of the properties as of June 30, 2025.

Real Estate Impairment

During the 2025 Quarter, the Company recognized an aggregate impairment charge of $ 111.7 million related to several properties not included as part of the Portfolio Sale Transaction.

The estimated cash flows for those certain properties were less than their respective carrying values primarily due to a revision of their estimated holding periods.

Within our Residential segment and Other, defined in note 10 and primarily consisting of Watergate 600, we recognized an impairment charge of $ 81.4 million and $ 30.3 million, respectively.

For all impairment charges recognized, the fair valuation of the assets fell into Level 3 in the fair value hierarchy due to the reliance on significant unobservable inputs (see note 7).

In accordance with ASC 820, we estimated the Watergate 600 fair value using a discounted cash flow model which required certain significant assumptions, including a discounted cash flow term of 5 years, an average economic occupancy of 66.1 %, and a terminal capitalization rate of 10.5 %.

We estimated the residential properties fair value using a model which required certain significant assumptions, including cash flow projections over a term of 5 years, a range of market rent per square foot of $ 114 to $ 159 , and a range of in-place capitalization rates ranging from 4.75 % to 5.77 % for each property.

No other properties, including assets held for development, had any recognized impairment charges during the 2025 Quarter.

Should external or internal circumstances change requiring the need to shorten holding periods or adjust future estimated cash flows from our properties, we could be required to record impairment charges in the future.

6 unchanged sentences

The initial interest rate is based on Adjusted Daily Simple SOFR plus a margin of 0.85 % and the initial facility fee equals 0.20 %.

As of June 30, 2025, the interest rate on the Amended and Restated Revolving Credit Facility was based on the Adjusted Daily Simple SOFR (inclusive of the 0.10 % credit spread adjustment) plus 0.85 % applicable margin, the daily SOFR was 4.45% and the facility fee was 0.20 %.

As of September 30, 2025, the interest rate on the Amended and Restated Revolving Credit Facility was based on the Adjusted Daily Simple SOFR (inclusive of the 0.10 % credit spread adjustment) plus 0.85 % applicable margin, the daily SOFR was 4.24% and the facility fee was 0.20 %.

All outstanding advances for the Amended and Restated Revolving Credit Facility are due and payable upon maturity in July 2028, unless extended pursuant to one or both of the two six-month extension options.

Interest only payments are due and payable generally on a monthly basis.

The amount of the Amended and Restated Revolving Credit Facility’s unsecured line of credit unused and available at June 30, 2025 was as follows (in thousands):

The amount of the Amended and Restated Revolving Credit Facility’s unsecured line of credit unused and available at September 30, 2025 was as follows (in thousands):

Committed capacity $ 500,000

5 unchanged sentences

Repayments ( 109,000 )

Balance, June 30, 2025 $ 175,000

Balance, September 30, 2025 $ 186,000

NOTES PAYABLE

During 2023, we entered into a $ 125.0 million unsecured term loan (the “2023 Term Loan”) with an interest rate of SOFR (subject to a credit spread adjustment of 10 basis points) plus a margin of 95 basis points (subject to adjustment depending on Elme Communities’ credit rating).

The 2023 Term Loan had a two-year term ending in January 2025, with two one-year extension options.

The 2023 Term Loan had an initial two-year term ending in January 2025, with two one-year extension options.

We used the proceeds to prepay the remaining $ 100.0 million portion of the $ 250.0 million unsecured 2018 term loan in full and a portion of our borrowings under our previous revolving credit facility.

5 unchanged sentences

DERIVATIVE INSTRUMENTS

During 2023, we entered into two interest rate swap arrangements with an aggregate notional amount of $ 125.0 million that effectively fixed the interest at 4.73 % for the 2023 Term Loan beginning on July 21, 2023 through the 2023 Term Loan’s initial maturity date of January 10, 2025.

During 2023, we entered into two interest rate swap arrangements with an aggregate notional amount of $ 125.0 million that effectively fixed the interest rate at 4.73 % for the 2023 Term Loan beginning on July 21, 2023 through the 2023 Term Loan’s initial maturity date of January 10, 2025.

During the 2024 Quarter, we entered into two forward interest rate swap arrangements with an aggregate notional amount of $ 150.0 million beginning on January 10, 2025 through January 10, 2026.

5 unchanged sentences

Hedge ineffectiveness of our cash flow hedges is recorded in earnings.

The fair values of the interest rate swaps as of June 30, 2025 and December 31, 2024, were as follows (in thousands):

The fair values of the interest rate swaps as of September 30, 2025 and December 31, 2024, were as follows (in thousands):

Derivative Assets (Liabilities)

Derivative Instrument Aggregate Notional Amount Effective Date Maturity Date June 30, 2025 December 31, 2024

Derivative Instrument Aggregate Notional Amount Effective Date Maturity Date September 30, 2025 December 31, 2024

Interest rate swap $ 75,000 July 21, 2023 January 10, 2025 $ — $ 14

5 unchanged sentences

The net unrealized gains and losses on the effective swaps were recognized in Other comprehensive income (loss), as follows (in thousands):

Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

2 unchanged sentences

During the next twelve months, we estimate that an additional $ 0.3 million related to our outstanding interest rate swap arrangements will be reclassified as a net increase to interest expense.

The losses reclassified from Accumulated other comprehensive loss into interest expense for the three and six months ended June 30, 2025 and 2024, were as follows (in thousands):

Three Months Ended June 30, Six Months Ended June 30,

The losses reclassified from Accumulated other comprehensive loss into interest expense for the three and nine months ended September 30, 2025 and 2024, were as follows (in thousands):

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

2 unchanged sentences

We have agreements with each of our derivative counterparties that contain a provision whereby we could be declared in default on our derivative obligations if repayment of the underlying indebtedness is accelerated by the lender due to our default on the indebtedness.

As of June 30, 2025, the fair value of derivative liabilities was $ 0.5 million.

As of June 30, 2025, we have not posted any collateral related to these agreements.

As of September 30, 2025, the fair value of derivative liabilities was $ 0.3 million.

As of September 30, 2025, we have not posted any collateral related to these agreements.

Derivative instruments expose us to credit risk in the event of non-performance by the counterparty under the terms of the interest rate hedge agreements.

7 unchanged sentences

Significant unobservable inputs

The only assets or liabilities we had at June 30, 2025 and December 31, 2024 that are recorded at fair value on a recurring basis are the assets held in the Supplemental Executive Retirement Plan (“SERP”), which primarily consist of investments in mutual funds, and the interest rate derivatives (see note 6).

The only assets or liabilities we had at September 30, 2025 and December 31, 2024 that are recorded at fair value on a recurring basis are the assets held in the Supplemental Executive Retirement Plan (“SERP”), which primarily consist of investments in mutual funds, and the interest rate derivatives (see note 6).

We base the valuations related to the SERP on quoted prices in active markets and accordingly these valuations fall into Level 1 in the fair value hierarchy.

7 unchanged sentences

The valuation of interest rate derivatives fall into Level 2 in the fair value hierarchy.

The fair values of these assets as of June 30, 2025 and December 31, 2024 were as follows (in thousands):

June 30, 2025 December 31, 2024

The fair values of these assets as of September 30, 2025 and December 31, 2024 were as follows (in thousands):

September 30, 2025 December 31, 2024

Value Level 1 Level 2 Level 3 Fair

5 unchanged sentences

Certain assets not measured at fair value on an ongoing basis but subject to fair value adjustments only in certain circumstances, such as when there is evidence of impairment, are measured at fair value on a nonrecurring basis.

In the 2025 Quarter, the Company did no t have any assets or liabilities measured at fair value on a nonrecurring basis.

In the 2025 Quarter, we measured the fair value of several residential communities and other properties as there was evidence of impairment (see note 3).

Financial Assets and Liabilities Not Measured at Fair Value

3 unchanged sentences

The use of different market assumptions or estimation methodologies could have an effect on the estimated fair value amounts.

In addition, fair value estimates are made at a point in time and thus, estimates of fair value subsequent to June 30, 2025 may differ significantly from the amounts presented.

In addition, fair value estimates are made at a point in time and thus, estimates of fair value subsequent to September 30, 2025 may differ significantly from the amounts presented.

The valuations of cash and cash equivalents and restricted cash fall into Level 1 in the fair value hierarchy and the valuations of debt instruments fall into Level 3 in the fair value hierarchy.

As of June 30, 2025 and December 31, 2024, the carrying values and estimated fair values of our financial instruments were as follows (in thousands):

June 30, 2025 December 31, 2024

As of September 30, 2025 and December 31, 2024, the carrying values and estimated fair values of our financial instruments were as follows (in thousands):

September 30, 2025 December 31, 2024

Carrying Value Fair Value Carrying Value Fair Value

13 unchanged sentences

The total fair values of restricted share awards vested was $ 1.2 million and $ 1.0 million for the 2025 Period and 2024 Period, respectively.

The total unvested restricted share awards at June 30, 2025 was 490,833 shares, which had a weighted average grant date fair value of $ 15.81 per share.

As of June 30, 2025, the total compensation cost related to unvested restricted share awards was $ 5.1 million, which we expect to recognize over a weighted average period of 21 months.

The total unvested restricted share awards at September 30, 2025 was 461,080 shares, which had a weighted average grant date fair value of $ 15.82 per share.

As of September 30, 2025, the total compensation cost related to unvested restricted share awards was $ 3.9 million, which we expect to recognize over a weighted average period of 19 months.

EARNINGS PER COMMON SHARE

2 unchanged sentences

We also determine “Diluted earnings per share” as the more dilutive of the two-class method or the treasury stock method with respect to the unvested restricted share awards.

We further evaluate any other potentially dilutive securities at the end of the period and adjust the basic earnings per share calculation for the impact of those securities that are dilutive.

We further evaluate any other potentially dilutive securities at the end of the

period and adjust the basic earnings per share calculation for the impact of those securities that are dilutive.

Our dilutive earnings per share calculation includes the dilutive impact of operating partnership units under the if-converted method and our share-based awards with performance conditions prior to the grant date and all market condition awards under the contingently issuable method.

The computations of basic and diluted earnings per share for the three and six months ended June 30, 2025 and 2024 were as follows (in thousands, except per share data):

Three Months Ended June 30, Six Months Ended June 30,

The computations of basic and diluted earnings per share for the three and nine months ended September 30, 2025 and 2024 were as follows (in thousands, except per share data):

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

16 unchanged sentences

GAAP requires that segment disclosures present the measure(s) used by the CODM for purposes of assessing each segment’s performance.

The following tables present revenues, NOI, capital expenditures and total assets for the three and six months ended June 30, 2025 and 2024 from our Residential segment as well as Other, and reconcile NOI to net loss as reported (in thousands):

Three Months Ended June 30, 2025

The following tables present revenues, NOI, capital expenditures and total assets for the three and nine months ended September 30, 2025 and 2024 from our Residential segment as well as Other, and reconcile NOI to net loss as reported (in thousands):

Three Months Ended September 30, 2025

Residential Other Consolidated

7 unchanged sentences

Interest expense ( 9,661 )

Real estate impairment ( 111,719 )

Net loss $ ( 123,514 )

1 unchanged sentence

Total assets $ 1,598,307 $ 88,552 $ 1,686,859

Three Months Ended June 30, 2024

Three Months Ended September 30, 2024

Residential Other Consolidated

7 unchanged sentences

Interest expense ( 9,557 )

Loss on extinguishment of debt ( 147 )

Net loss $ ( 2,970 )

1 unchanged sentence

Total assets $ 1,728,078 $ 125,081 $ 1,853,159

Six Months Ended June 30, 2025

Nine Months Ended September 30, 2025

Residential Other Consolidated

7 unchanged sentences

Interest expense ( 28,619 )

Real estate impairment ( 111,719 )

Net loss $ ( 131,755 )

Capital expenditures $ 23,054 $ 82 $ 23,136

Six Months Ended June 30, 2024

Nine Months Ended September 30, 2024

Residential Other Consolidated

7 unchanged sentences

Interest expense ( 28,435 )

Loss on extinguishment of debt ( 147 )

Other income 1,410

12 unchanged sentences

Net proceeds under this program are used for general corporate purposes.

In September 2025, the Company suspended its dividend reinvestment program.

During the suspension period, dividend payments are not automatically reinvested in additional shares of our common shares of beneficial interest and participants in the dividend reinvestment program are not able to purchase shares of our common shares of beneficial interest through optional cash investments under the dividend reinvestment program.

We did not issue common shares under the dividend reinvestment program during the 2025 Period or 2024 Period.

SUBSEQUENT EVENTS

Subsequent to quarter end, the Company entered into the Purchase Agreement.

In connection with approval of the Purchase Agreement, the board of trustees approved a Plan of Sale and Liquidation.

The Plan of Sale and Liquidation includes a plan of liquidation that provides for the Company’s complete liquidation and dissolution in accordance with Section 331, Section 336 and Section 346(a) of the Code.

Consummation of the Portfolio Sale Transaction and effectiveness of the Plan of Sale and Liquidation are subject to approval by the affirmative vote of the holders of the Company’s shares of beneficial interests entitled to cast a majority of all the votes entitled to be cast on the matter.

The Portfolio Sale Transaction is also subject to other customary closing conditions.

Commitment Letter

In connection with entering into the Purchase Agreement and approval of the Plan of Sale and Liquidation by the board of trustees, the Company obtained a commitment from Goldman Sachs Bank USA to provide the Loan, which will be secured by substantially all of the Company’s real estate assets and subsidiary equity interests that remain after the closing under the Purchase Agreement.

The Loan will have an initial term of one year with a one-year extension option, that may be exercised subject to certain conditions specified in the Commitment Letter.

The actual documentation governing the Loan has not been finalized, and accordingly, the actual terms may differ from the description of such terms in the Commitment Letter.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements