Rockpoint Group, L.L.C. and Brooksville Company LLC entered into a conditional Purchase and Sale agreement to acquire 1-4 Family property portfolio from US Masters Residential Property Fund (ASX:URF) for $507 million on March 28, 2022. A break fee of actual costs incurred up to a maximum of $0.6 million is payable from the Fund to Rockpoint Group, L.L.C. and Brooksville Company LLC if investors do not vote in favour of the transaction or if the independent expert determines the Transaction to be not fair and not reasonable. Up until the unitholder vote. A break fee of $5 million (less any expense reimbursement already paid) is payable out of the Fund to Rockpoint Group, L.L.C. and Brooksville Company LLC if an alternative bulk offer is accepted within 12 months of the Agreement, or if the Board of the Responsible Entity recommends against the transaction (unless an independent expert concludes that the Transaction is not fair and not reasonable).

The transaction is subject to and conditional upon, consent to Rockpoint Group, L.L.C. and Brooksville Company LLC assuming the Fund's existing loan by the lender, Global Atlantic Financial Group, a 60-day examination period which expires on 25 May (US-time) 2022. During the Examination Period, Rockpoint Group, L.L.C. and Brooksville Company LLC at its sole discretion may terminate the Agreement. During this period customary due diligence will be conducted and approval of the loan assignment will be sought from Global Atlantic; and the approval of URF ordinary unitholders by ordinary resolution. Proceeds of the transaction are expected to be used firstly to retire URF Convertible Preference Units (“URFPA”) at their $100 face value, in line with the terms of these securities as outlined in the Fund's Constitution. Remaining proceeds will be distributed to URF ordinary unitholders, implying a realizable value of approximately $0.22 per URF ordinary unit at an AUD:USD exchange rate of 0.75. The transaction is expected to close in July 2022. The proceeds of the transaction will be used towards, Deduction for Rockpoint Group, L.L.C. and Brooksville Company LLC assumption of Global Atlantic loan, Transaction costs of bulk sale, real estate taxes & URF winding up costs, Cash on URF balance sheet, Release of Global Atlantic loan-related cash reserves, Sale of remaining three 1-4 Family assets, transaction costs of direct sales, Sale of NY multi-family investments and others.

Rockpoint Group, L.L.C. and Brooksville Company LLC is terminated the acquisition of 1-4 Family property portfolio from US Masters Residential Property Fund (ASX:URF) for $507 million on May 25, 2022