proxy statement filing in connection with the proposed transactions, including the price levels of offers and indications of interest received from third parties, the Board unanimously determined that the combination of the sale of assets to Cortland and future sales of the remaining assets is most likely to result in the greatest value for shareholders as compared to the Company’s other strategic alternatives, including continuing to operate the business as an independent going concern. |
| • | The Board unanimously determined that these proposed transactions are advisable and in the best interests of the shareholders. |
| • | Additional detail regarding the Board’s strategic review process will be included in our proxy statement that will be prepared in connection with the proposed transactions and which will be filed with the SEC in due course. |
| 2. | Did Elme consider other potential buyers of the assets other than Cortland? How many? How many strategic? Financial? Who were they? What were the proposed terms? |
| • | As noted above, following the public announcement of the Board’s formal strategic review process, our financial advisors engaged with more than 80 potential counterparties, including pension funds, insurance companies, instructional advisors, financial sponsors, multifamily managers, sovereign wealth funds, family offices and other public REITs. |
| • | Our evaluation process was robust, underpinning the Board’s unanimous determination that the combination of the sale of assets to Cortland and future sales of remaining assets is most likely to result in the greatest value for shareholders as compared to the Company’s other strategic alternatives, including continuing to operate the business as an independent going concern. |
| • | The proxy statement we expect to file with the SEC in connection with the proposed transactions will contain additional information about the Board’s strategic review process, including additional information as to how the Cortland transaction came together and other alternatives considered by the Board as part of its process. |
| 3. | When should shareholders expect to receive proceeds? |
| • | The Company intends to make an Initial Special Distribution to shareholders following the closing of the Portfolio Sale Transaction, |
which is currently expected to close in the fourth quarter of 2025, subject to the receipt of shareholder approval and satisfaction of other customary closing conditions.
| • | If shareholders approve the plan of sale and liquidation, the Company expects to make additional distributions to shareholders over time following the sales of Elme’s nine remaining multifamily assets and Watergate 600. |
| 4. | When will shareholders receive the next regular quarterly cash distribution payout? Will Elme continue to pay quarterly cash distributions? |
| • | A quarterly distribution of $0.18 per share was paid on July 3, 2025, to shareholders of record as of June 17, 2025. |
| • | The Board also announced that it has declared a quarterly distribution of $0.18 per share to be paid on October 3, 2025, to shareholders of record as of September 17, 2025. |
| • | The quarterly cash distribution is separate from and in addition to any distributions expected to be paid in connection with the closing of the sale to Cortland or any subsequent sales of remaining assets. |
| • | Following the closing of the Portfolio Sale Transaction and payment of the initial special distribution and the announced quarterly distribution, the Company expects to suspend its regular quarterly distributions and will instead make future liquidating distributions in connection with future sales. |
| 5. | Will the net proceeds distributed to shareholders from the liquidation include the initial special distribution from the Portfolio Sale Transaction? Is that separate? |
| • | If shareholders approve the Portfolio Sale Transaction and the plan of sale and liquidation, shareholders can expect to receive several different distributions at different times in connection with completion of property sale transactions. |
| • | The Company intends to make an initial special distribution to shareholders following closing of the Portfolio Sale Transaction, using the net proceeds from the Portfolio Sale Transaction and the proceeds from new debt the Company intends to incur in connection with the Company’s remaining assets. |
| • | The Company expects to make additional distributions to shareholders over time in connection with the sales of the Company’s nine remaining multifamily assets and Watergate 600. |
| 6. | When do you expect to file your preliminary proxy? |
| • | As soon as reasonably practicable. |
| 7. | When is the
