STOR STORE Capital Corporation

PROPOSAL 3

PROPOSAL TO APPROVE ADJOURNMENT OF THE MEETING

We are asking our stockholders to vote on a proposal to approve any adjournments of the special meeting for the purpose of soliciting additional proxies if there are not sufficient votes at the special meeting to approve the merger proposal.

Approval of the adjournment proposal requires the affirmative vote of a majority of the votes cast on the proposal. If you properly authorize your proxy by mail, by telephone or through the Internet, but do not indicate instructions to vote your shares “FOR,” “AGAINST” or “ABSTAIN” on this Proposal 3, your shares will be voted in accordance with the recommendation of our board of directors, which is “FOR” this Proposal 3. If you abstain from voting or fail to authorize a proxy to vote your shares or vote at the virtual special meeting, or fail to instruct your broker, bank or other nominee on how to vote, such abstention or failure to vote will have no effect on the outcome of the adjournment proposal (assuming a quorum is present).

Stockholder approval of the adjournment proposal is a not a condition to the completion of the merger.

Recommendation of Our Board of Directors

Our board of directors unanimously recommends that our stockholders vote “FOR” the adjournment proposal.

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THE PARTIES TO THE MERGER

STORE Capital Corporation

8377 East Hartford Drive, Suite 100

Scottsdale, Arizona 85255

(480) 256-1100

We were organized as a Maryland corporation on May 17, 2011, and elected to be taxed as a REIT under the Code, commencing with our initial taxable year ended December 31, 2011.

The Company is an internally managed net-lease REIT that is a leader in the acquisition, investment and management of Single Tenant Operational Real Estate, which is our target market and the inspiration for our name. A STORE Property is a property location at which a company operates its business and generates sales and profits, which makes the location a profit center and, therefore, fundamentally important to that business. The Company is one of the largest net-lease REITs and its portfolio is highly diversified. As of September 30, 2022, our 3,035 property locations were operated by 579 customers across the United States. Our customers operate across a wide variety of industries within the service, retail and manufacturing sectors of the U.S. economy, with restaurants, metal fabrication facilities, early childhood education centers, automotive repair and maintenance centers and health clubs representing the top industries in our portfolio.

Our common stock is listed on the NYSE and trades under the symbol “STOR.”

Additional information about us is available on our website at www.storecapital.com. The information found on, or otherwise accessible through, our website is not incorporated into, and does not form a part of, this proxy statement or any other report or document we file with or furnish to the SEC. For additional information about us and our business, please refer to the section entitled “Where You Can Find More Information.”

Ivory Parent, LLC; Ivory REIT, LLC

c/o GIC

280 Park Avenue, 9th Floor

New York, New York 10017

(212) 856-2500

c/o Oak Street Real Estate Capital, LLC

30 N. LaSalle Street, Suite 4140

Chicago, Illinois 60602

(312) 448-8122

Parent and Merger Sub were formed solely for the purpose of acquiring us and have not carried on any activities to date, except for activities incidental to their formation and activities undertaken in connection with the transactions contemplated by the merger agreement. Pursuant to the merger agreement, on the closing date, we will merge with and into Merger Sub, and Merger Sub will continue as the Surviving Entity. The Parent Parties are, as of the date hereof, affiliates of GIC, a global institutional investor. On or around the closing date, GIC intends to enter into a joint venture arrangement with funds managed or advised by Oak Street, a division of Blue Owl.

GIC is a leading global investment firm with over $100 billion in assets under management that was established in 1981 to secure Singapore’s financial future. As the manager of Singapore’s foreign reserves, GIC takes a long-term, disciplined approach to investing, and is uniquely positioned across a wide range of asset classes and active strategies globally, including equities, fixed income, real estate, private equity, venture capital and infrastructure. The firm’s long-term approach, multi-asset capabilities, and global connectivity enable them to be an investor of choice. GIC seeks to add meaningful value to its investments. Headquartered in Singapore, GIC has a global talent force of over 1,900 people in 11 key financial cities and has investments in over 40 countries. The principal place of business of GIC in the United States is located at 280 Park Avenue, 9th Floor, New York, New York 10017, and its telephone number at that address is (212) 856-2500.

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Oak Street, a division of Blue Owl, is a real estate investment firm focused on acquiring properties net-leased to investment grade and creditworthy tenants. Oak Street specializes in providing flexible capital solutions to a variety of organizations including corporations, healthcare systems, universities and government entities. Oak Street has $16.6 billion in assets under management as of June 30, 2022. Blue Owl is a global alternative asset manager with $119 billion in assets under management as of June 30, 2022. Anchored by a strong permanent capital base, Blue Owl deploys private capital across Direct Lending, GP Solutions and Real Estate strategies on behalf of Institutional and Private Wealth clients. Blue Owl’s flexible, consultative approach helps position the firm as a partner of choice for businesses seeking capital solutions to support their sustained growth. The principal place of business of Oak Street is located at 30 N. LaSalle Street, Suite 4140, Chicago, Illinois 60602, and its telephone number at that address is (312) 448-8122.

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THE SPECIAL MEETING

Date, Time and Purpose of the Special Meeting

This proxy statement is being furnished to our stockholders in connection with the solicitation of proxies by our board of directors to be exercised at a special meeting to be held on [                ], 2022 at [    ] a.m., Arizona time, in a virtual-only meeting format. To access the virtual special meeting, stockholders should visit www.virtualshareholdermeeting.com/STOR2022SM. You will be required to enter a control number, included on your proxy card, voting instruction form or other notice that you may receive, which will allow you to participate in the virtual meeting and vote your shares of common stock if you are a stockholder as of the record date.

At the special meeting, holders of our common stock will be asked to consider and vote on:

Pursuant to our bylaws, only the matters set forth in the notice of special meeting may be brought before the virtual special meeting. The affirmative vote of the holders of a majority of the outstanding shares of our common stock entitled to vote on the merger proposal is required to approve the merger proposal and for the merger to occur. A copy of the merger agreement is attached as Exhibit A to this proxy statement, which we encourage you to read carefully in its entirety.

Record Date, Notice and Quorum

All holders of record of our common stock as of the record date, which was the close of business on [                ], 2022, are entitled to receive notice of and attend and vote at the virtual special meeting or any postponement or adjournment thereof. Each holder of common stock is entitled to cast one vote on each matter presented at the special meeting for each share of common stock that such holder owned as of the record date. On the record date, there were [                ] shares of common stock outstanding and entitled to vote at the special meeting.

The presence virtually via the special meeting website or by proxy of stockholders entitled to cast a majority of all of the votes entitled to be cast at the special meeting will constitute a quorum for purposes of the special meeting. Virtual attendance at the special meeting constitutes presence in person for quorum purposes at the special meeting. A quorum is necessary to transact business at the special meeting. Abstentions will be counted as shares present for the purposes of determining the presence of a quorum. If a quorum is not present at the special meeting, we expect that the special meeting will be adjourned to a later date (subject to certain restrictions in the merger agreement).

Required Vote

Completion of the merger requires approval of the merger proposal by the affirmative vote of the holders of a majority of the outstanding shares of our common stock entitled to vote on the merger proposal at the special meeting. Because the required vote for the merger proposal is based on the number of votes our stockholders are entitled to cast rather than on the number of votes cast, if you abstain from voting or fail to authorize a proxy to vote your shares or vote at the virtual special meeting, or fail to instruct your broker, bank or other nominee on how to vote, such abstention or failure to vote will have the same effect as voting “AGAINST” the merger proposal.

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The approval of the advisory compensation proposal and the adjournment proposal each requires the affirmative vote of a majority of the votes cast on the proposal. Approval of these proposals is not a condition to completion of the merger. For the purpose of each of these proposals, if you abstain from voting or fail to authorize a proxy to vote your shares or vote at the virtual special meeting, or fail to instruct your broker, bank or other nominee on how to vote, such abstention or failure to vote will not have any effect on the outcome of such proposals (assuming a quorum is present).

Accordingly, in order for your shares to be voted, if you are a stockholder of record, you must either return the enclosed proxy card, authorize your proxy or voting instructions by telephone or through the Internet or vote at the virtual special meeting.

Votes cast by proxy or at the virtual special meeting will be counted by the person appointed by us to act as inspector of election for the special meeting. The inspector of election will also determine the number of shares of common stock represented at the special meeting, virtually or by proxy.

How to Authorize a Proxy

Holders of record of our common stock may vote or cause their shares to be voted by proxy using one of the following methods:

Regardless of whether you plan to attend the virtual special meeting, we request that you authorize a proxy for your shares of common stock as described above as promptly as possible.

Under NYSE rules, all of the proposals in this proxy statement are non-routine matters, so there can be no broker non-votes at the special meeting. A broker non-vote occurs when shares held by a broker, bank or other nominee are represented at a meeting, but the broker, bank or other nominee has not received voting instructions from the beneficial owner and does not have the discretion to direct the voting of the shares on a particular proposal but has discretionary voting power on other proposals at such meeting. Accordingly, if you own shares of our common stock through a broker, bank or other nominee (i.e., in “street name”), you must provide voting instructions in accordance with the instructions on the voting instruction card that your broker, bank or other nominee provides to you, as brokers, banks and other nominees do not have discretionary voting authority with respect to any of the three proposals described in this proxy statement. You should instruct your broker, bank or other nominee as to how to vote your shares of our common stock following the directions contained in such voting instruction card. If you have not received such voting instructions or require further information regarding such voting instructions, contact your broker, bank or other nominee who can give you directions on how to vote your shares of our common stock. If you hold shares of our common stock through a broker, bank or other nominee and wish to vote at the virtual special meeting, you must obtain a “legal proxy,” executed in your favor, from the broker, bank or other nominee (which may take several days). Because approval of the merger proposal requires the affirmative vote of the holders of our common stock entitled to cast a majority of all the votes of our common stock entitled to be cast on the merger proposal, and because your broker, bank or other nominee does not have discretionary authority to vote on the proposal, the failure to provide your broker, bank or other nominee with voting instructions will have the same effect as voting “AGAINST” the merger proposal. Because the approval of the advisory compensation proposal and the adjournment proposal each requires the affirmative vote of a majority of the votes cast on such proposal, and because your broker, bank or other nominee does not have discretionary authority to vote on either proposal, the failure to provide your broker, bank or other nominee with voting instructions will have no effect on the outcome of such proposals (assuming a quorum is present).

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Proxies and Revocation

If you authorize a proxy, your shares of common stock will be voted at the special meeting as you indicate on your proxy. If no instructions are indicated when you authorize your proxy, your shares of common stock will be voted in accordance with the recommendations of our board of directors. Our board of directors recommends that you vote “FOR” the merger proposal, “FOR” the advisory compensation proposal and “FOR” the adjournment proposal.

You may revoke your proxy at any time, but only before the proxy is voted at the virtual special meeting, in any of three ways:

Attendance at the virtual special meeting will not, in itself, constitute revocation of a previously granted proxy. If you own shares of common stock through a broker, bank or other nominee, you may revoke or change previously granted voting instructions by following the instructions provided by the broker, bank or other nominee that is the registered owner of the shares.

Pursuant to our bylaws, only the matters set forth in the notice of special meeting may be brought before the virtual special meeting.

Solicitation of Proxies

We will bear the cost of solicitation of proxies for the special meeting. In addition to the use of mail, proxies may be solicited by personal interview, telephone, facsimile, e-mail or otherwise, by our directors, officers and other employees, for which they will not receive additional compensation. We have engaged [            ] to assist in the solicitation of proxies for a fee of approximately $[            ], plus reimbursement of reasonable out-of-pocket expenses, and we have agreed to indemnify [            ] against certain losses, costs and expenses. We also will request persons, firms and corporations holding shares in their names, or in the names of their nominees, that are beneficially owned by others to send or cause to be sent proxy materials to, and obtain proxies from, such beneficial owners and will reimburse such holders for their reasonable expenses in so doing.

Adjournments

Our bylaws permit the chair of the special meeting, acting in his or her own discretion and without any action by our stockholders, to adjourn the special meeting to a later date and time and at a place announced at the special meeting. Notwithstanding the provision in our bylaws, if the adjournment proposal is approved at the special meeting, then the meeting may be adjourned for the purpose of soliciting additional proxies if there are not sufficient votes at the special meeting to approve the merger proposal. The adjourned meeting may thereafter take place without further notice other than by an announcement made at the special meeting unless the adjournment is for more than 120 days after the original record date or if, after the adjournment, a new record date is fixed for the adjourned meeting, in which case a notice of the adjourned meeting will be given to each stockholder of record entitled to vote at the special meeting (subject to certain restrictions in the merger agreement, including that the special meeting generally may not be held, without Parent’s consent, on a date later than the earlier of 30 days after the date on which the special meeting was originally scheduled or more than 120 days from the original record date).

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Postponements

At any time prior to convening the special meeting, we may postpone the special meeting for any reason without the approval of our common stockholders (subject to certain restrictions in the merger agreement, including that the special meeting generally may not be held, without Parent’s consent, on a date later than the earlier of 30 days after the date on which the special meeting was originally scheduled or more than 120 days from the original record date).

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THE MERGER

General Description of the Merger

Under the terms of the merger agreement, affiliates of the Sponsors will acquire us and our subsidiaries, through the merger of us with and into Merger Sub, with Merger Sub continuing as the Surviving Entity.

Background of the Merger

The following chronology summarizes the key meetings and events that led to the signing of the merger agreement. The following chronology does not purport to catalogue every conversation among our board of directors, the transaction committee, members of our management or our representatives and other parties.

Our board of directors and senior management regularly review our strategies, performance and objectives in light of the current business, economic and capital markets environments, as well as trends and developments in the net-lease REIT sector and real estate industry more generally. As part of these reviews, our board of directors and senior management have periodically considered various potential strategic and financial initiatives, all with the goal of maximizing stockholder value, and have recognized various opportunities and challenges that we face as a public company, including, among other things, management’s ability to generate accretive acquisition opportunities and optimize returns on its existing portfolio against the current market backdrop.

On April 5, 2022, while attending an investor conference in New York, New York, Mary B. Fedewa, our President and Chief Executive Officer and a member of our board of directors, and other members of our senior management, met with investors throughout the day, including representatives of GIC, which has been a stockholder of the Company over the past five years and, as of the date hereof, holds approximately 0.6% of the outstanding shares of our common stock. During the meeting with GIC, the members of our senior management discussed publicly available information, including our results of operations and general business, investment and financing strategies. Following the meeting, representatives of GIC requested that the parties meet again over the following days to continue the discussion. In advance of the meeting, GIC executed a limited non-disclosure agreement in which it agreed to keep non-public information discussed at the meeting, if any, confidential.

On April 7, 2022, members of our senior management and representatives of GIC met for lunch and continued to discuss the net-lease real estate sector and market conditions generally. No specific transactions or terms were discussed at the lunch meeting. Later that week, a representative of GIC called Ms. Fedewa and requested an in-person meeting to learn more about our business, investment and financing strategies. In advance of the next meeting, GIC executed a second limited non-disclosure agreement in which it agreed to keep non-public information, discussed at the meeting, if any, confidential.

On April 13, 2022, representatives of GIC attended in-person investor presentations conducted by members of our senior management at our corporate headquarters in Scottsdale, Arizona. During the presentations, the members of our senior management and representatives of GIC engaged in a discussion of our business, investment and financing strategies. Following the meeting, representatives of GIC expressed a general interest in a potential business opportunity with us and requested that we provide GIC with non-public information to facilitate GIC’s review of the Company. No specific transaction terms were discussed.

On April 19, 2022, members of our senior management and a representative of DLA Piper, our outside legal counsel, had a call with Tawn Kelley, the chairman of our board of directors, to provide an update on the recent meetings with GIC and discuss GIC’s request for non-public information. Subsequently, on April 19, 2022, we entered into a confidentiality agreement with GIC (which agreement contained customary standstill restrictions, which restrictions terminate in the event we enter into a definitive agreement with a third party to effect a sale of the Company), following which we provided GIC with limited, non-public property-level operating and financial information. Over the next several weeks, GIC conducted a due diligence review of the Company and engaged in high-level discussions with Ms. Fedewa and other members of our senior management regarding the due diligence information.

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After the close of business on May 27, 2022, a representative of GIC telephoned Ms. Fedewa and informed her that, based on their due diligence review, GIC would be interested in pursuing a potential acquisition of the Company. The representative of GIC did not discuss specific terms or propose a price or other valuation of the Company. Ms. Fedewa relayed this conversation to Ms. Kelley.

On May 31, 2022, Ms. Fedewa received a letter, dated May 27, 2022, from GIC (the “May 31 letter” and the proposal set forth therein, the “May 31 proposal”). The May 31 letter stated that GIC had followed us for several years in its capacity as a holder of our common stock and was impressed by the performance of the portfolio and our long-term track record of growth. In the May 31 letter, GIC proposed to acquire the Company in an all-cash transaction at a price of $32.00 per share, which represented a premium of 20% over the closing price of our common stock of $26.74 on May 26, 2022. The May 31 letter also stated that (1) GIC was prepared to conduct all due diligence and concurrently negotiate a definitive merger agreement over a period of 45 days and would be willing to discuss the inclusion of a customary “go-shop” provision in the agreement, (2) the transaction would be funded with a combination of equity financing of approximately $6.0 billion and debt financing of approximately $8.3 billion (including assumable debt currently on our balance sheet and new debt financing) and would not be subject to any financing condition and (3) the transaction would be subject only to customary closing conditions for the acquisition of a public REIT. The May 31 letter also stated that GIC would welcome the opportunity, at the appropriate time, to speak with the Company about go-forward management arrangements, including with respect to preserving the Company’s operating structure while providing the funding necessary to enable the Company to continue to grow its portfolio and accelerate its real estate acquisition plans. The May 31 letter did not outline any other terms of the proposal. The May 31 letter was circulated to our board of directors, as well as our legal advisors. On the prior trading day, May 27, 2022, the closing price of our common stock was $27.29 per share.

Later on May 31, 2022, our board of directors held a meeting, which was attended by members of our senior management and representatives of DLA Piper, to discuss the terms and conditions of the May 31 proposal. In reviewing the May 31 proposal, our board of directors noted that, while the proposal represented a credible offer from a substantial and well-capitalized firm, our board of directors would need to begin a strategic review process and engage one or more financial advisors to evaluate the financial aspects of the May 31 proposal and provide information regarding other opportunities available to us that could potentially enhance stockholder value, including, among others, continuing to execute our long-term business strategies as a standalone public company, pursuing other strategic or financial initiatives or engaging in a process to explore interest in a sale of the Company (with both strategic and financial buyers). After discussion, our board of directors determined that it should further review and discuss the May 31 proposal, with the assistance of financial and legal advisors, at a future meeting.

In addition, at the meeting on May 31, 2022, our board of directors established an ad hoc advisory transaction committee (the “transaction committee”) to assist our board of directors in considering the May 31 proposal. Tawn Kelley, Catherine D. Rice, Jawad Ahsan and David M. Edwards, all of whom are non-employee, independent directors were appointed to the transaction committee. Throughout the evaluation and negotiation process over the next few months, the members of the transaction committee conducted several formal meetings. In addition, the members of the transaction committee, as well as our board of directors, periodically met in executive session with only the independent directors and outside legal counsel present. In light of our receipt of the May 31 proposal, our board of directors determined it would be advisable for the Company to retain financial advisors to assist the board and authorized the transaction committee to select and retain such financial advisors.

Later on May 31, 2022, the transaction committee held a meeting, which was attended by members of our senior management and representatives of DLA Piper, to continue to discuss the terms and conditions of the May 31 proposal, the board’s strategic review process and potential financial advisors, including Evercore, Goldman Sachs and other candidates. The transaction committee also discussed, with the assistance of our senior management and in consultation with our legal advisors, the process to engage financial advisors and the range of advisory fees typically payable in connection with the sale of a public company. Based on this discussion and our

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extensive experience with numerous investment banking firms, the transaction committee determined that it would be advisable to engage two financial advisors and authorized Ms. Fedewa to contact representatives of Evercore and Goldman Sachs regarding their candidacy to serve as our financial advisors. The transaction committee noted that Evercore’s and Goldman Sachs’ respective engagements and other relationships with each of the Company and GIC would need to be reviewed to determine whether there were any conflicts that would interfere with their ability to serve as independent financial advisors. The transaction committee considered Evercore as a potential candidate to assist and advise our board of directors because of Evercore’s qualifications, experience and reputation, relationship with the Company, substantial knowledge of the REIT sector and its involvement in recent strategic transactions in the net-lease REIT sector. The transaction committee considered Goldman Sachs as a potential candidate to assist and advise our board of directors because of Goldman Sachs’ qualifications, experience and reputation, long-standing relationship with the Company, knowledge of the net-lease REIT sector and its involvement in recent acquisition transactions in the public REIT industry. At the conclusion of the meeting, the members of the transaction committee met in executive session with the representatives of DLA Piper to further discuss the transaction committee’s role and responsibilities and the board’s strategic review process.

On June 3, 2022, the transaction committee held a meeting, which was attended by members of our senior management and representatives of DLA Piper, to discuss the Company’s existing five-year strategic plan (the “five-year plan”). The transaction committee, with the assistance of our senior management and in consultation with our legal advisors, reviewed and discussed the five-year plan, which included the financial projections (as defined below under the section entitled “—Unaudited Prospective Financial Information”) regarding our future operations for fiscal years ending December 31, 2022 through December 31, 2026. Our senior management reviewed with the transaction committee the assumptions underlying the financial projections, including estimates of future capital costs, capitalization rates and interest rates, and highlighted certain challenges we could face as a standalone public company, including the deteriorating credit markets and rising interest rate environment, in the context of evaluating and achieving the financial projections. Following discussion and questions of senior management about the financial projections, the transaction committee confirmed that the financial projections provided an appropriate framework to evaluate the May 31 proposal. Also at the meeting, Ms. Fedewa provided an update on her recent discussions with representatives of Evercore and Goldman Sachs and discussed the expected roles and responsibilities of each firm. After discussion, the transaction committee authorized our senior management to negotiate engagement letters with Evercore and Goldman Sachs and to provide them the financial projections for their use and reliance in connection with their respective financial analyses. At the conclusion of the meeting, the members of the transaction committee met in executive session with the representatives of DLA Piper to further discuss the role of the transaction committee and other topics related to the board’s strategic review process.

Later on June 3, 2022, our board of directors held a meeting, which was attended by members of our senior management and representatives of Evercore, Goldman Sachs and DLA Piper. The representatives of Evercore and Goldman Sachs were introduced and described their respective experience and qualifications to serve as financial advisors. The representatives of Evercore and Goldman Sachs also provided an outline of potential next steps in the board’s strategic review process and various factors to consider in connection with the board’s evaluation of the May 31 proposal, the five-year plan and other strategic and financial initiatives available to the Company. Our board of directors, with the assistance of our senior management and in consultation with the representatives of Evercore, Goldman Sachs and DLA Piper, discussed, among other matters, (1) the current economic environment and certain challenges facing the net-lease real estate sector generally and the Company in particular, (2) the five-year plan, including the financial projections and their underlying assumptions, (3) GIC’s businesses, transaction history and capital sources, and (4) the potential next steps in the strategic review process. Our board of directors confirmed that Evercore and Goldman Sachs should prepare a presentation regarding their preliminary financial analyses with respect to the Company and certain financial aspects of the May 31 proposal for the next meeting of our board of directors. At the conclusion of the meeting, the independent directors met in executive session with representatives of DLA Piper to further discuss, among other matters, the duties of our board of directors in connection with the evaluation of the May 31 proposal, the

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presentations from Evercore and Goldman Sachs, the five-year plan (including the financial projections) and related matters.

On June 10, 2022, the transaction committee held a meeting, which was attended by members of our senior management and representatives of Evercore, Goldman Sachs and DLA Piper, to discuss the May 31 proposal, the five-year plan and the board’s strategic review process. Representatives of Evercore and Goldman Sachs discussed with the transaction committee their preliminary financial analyses with respect to the Company and certain financial aspects of the May 31 proposal, as well as other strategic alternatives that might be available to the Company, including remaining a standalone public company or initiating a formal process to contact potential buyers, including other publicly traded REITs and financial sponsors, regarding a sale of the Company. Representatives of Evercore and Goldman Sachs also reviewed certain financial risks to our long-term business strategies, including the deteriorating credit markets and rising interest rate environment, and potential options for the Company to respond to the May 31 proposal. The transaction committee continued to discuss, with the assistance of our senior management and in consultation with our financial and legal advisors, the advantages and risks of a proposed transaction with GIC, including, among other things, whether the May 31 proposal represented an attractive valuation for stockholders when considered in light of the five-year plan and the transaction committee’s knowledge and understanding of our business, operations, management, financial condition and prospects and the various challenges we could continue to face as a standalone public company. At the conclusion of the meeting, the members of the transaction committee met in executive session with the representatives of DLA Piper to further discuss the May 31 proposal and related matters. Following extensive discussion, the transaction committee resolved to recommend to our board of directors that we engage with GIC regarding the May 31 proposal.

At GIC’s request, on June 12, 2022, representatives of Evercore and Goldman Sachs, acting at the direction of our board of directors, had a call with representatives of GIC. During the call, representatives of GIC informed Evercore and Goldman Sachs that the 45-day due diligence and negotiation period referenced in the May 31 letter would not begin until the parties came to an agreement in principle on valuation, subject to the negotiation of the definitive merger agreement and other customary conditions.

On June 13, 2022, our board of directors held a meeting, which was attended by members of our senior management and representatives of Evercore, Goldman Sachs and DLA Piper, to discuss, among other matters, the five-year plan and the terms and conditions of the May 31 proposal. Representatives of Evercore and Goldman Sachs reviewed with our board of directors their preliminary financial analyses with respect to the Company, certain financial aspects of the May 31 proposal, other strategic alternatives that might be available to the Company and potential options for the Company to respond to the May 31 proposal. The members of our senior management and our board of directors discussed certain risks related to the execution of our business plan, including the potential for an economic slowdown, the impact of rising borrowing costs, and the discount to estimated net asset value at which our common stock has recently traded, all of which have the potential to adversely impact our ability to fund future acquisitions at an accretive cost of capital. Our board of directors also discussed, with the assistance of our senior management and in consultation with our financial and legal advisors, the best process for maximizing stockholder value if the Company were to be sold, including whether a competitive bidding process would yield a higher price than GIC’s proposal and the use of a customary “go-shop” provision to facilitate competing bids after signing a definitive merger agreement, as well as benefits and risks to our business posed by contacting other potential buyers before engaging with GIC, including the risk that engaging with or contacting other potential buyers prior to signing a definitive merger agreement with GIC could jeopardize the availability of GIC’s proposal. Our board of directors also discussed with our senior management and our financial and legal advisors other potential risks and considerations, including, among other concerns, that market leaks and rumors regarding a potential transaction would disrupt our business and risk employee turnover, as well as lead to turnover in our stockholder base and potential stock price volatility, and that there were a limited number of potential buyers with the financial ability to acquire the Company (including as a result of rising interest rates and the deterioration in the credit markets). At the conclusion of the meeting, our board of directors met in executive session with the representatives of DLA Piper to further discuss the

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May 31 proposal and a potential counteroffer. After further discussion of the preliminary financial analyses presented by representatives of Evercore and Goldman Sachs and the best path forward to maximize value for our stockholders, our board of directors determined to move forward with bilateral negotiations with GIC and authorized the transaction committee to engage further with our financial advisors to develop and submit to GIC a counteroffer with a price per share of at least $34.00 in cash.

Later on June 13, 2022, the transaction committee held a meeting, which was attended by members of our senior management and representatives of Evercore, Goldman Sachs and DLA Piper, to continue to discuss the May 31 proposal, as well as other strategic alternatives that might be available to the Company, including remaining a standalone public company or initiating a formal sale process, and the benefits and risks related to each, including those discussed at prior meetings of the transaction committee and our board of directors. After further discussion of the best path forward to maximize value for stockholders, the transaction committee determined that it was in the best interest of the Company and its stockholders to pursue a transaction with GIC with a price per share of at least $34.00 in cash, but that any definitive merger agreement with GIC must contain a customary “go-shop” provision or other mechanism that would permit us to solicit and entertain potentially superior proposals from other bidders after executing a definite merger agreement with GIC. The transaction committee then instructed the representatives of Evercore and Goldman Sachs to submit a counteroffer to GIC with a price per share of $34.00 in cash and to inform GIC that we would require that any definitive merger agreement include a customary “go-shop” provision. On the prior trading day, June 10, 2022, the closing price of our common stock was $26.39 per share.

Following the transaction committee meeting, on June 14, 2022, representatives of Evercore and Goldman Sachs, acting at the direction of the transaction committee (as authorized by our board of directors), contacted representatives of GIC to inform them of our counteroffer with a price per share of $34.00 in cash and a requirement that any definitive merger agreement between the parties include a customary “go-shop” provision. GIC did not provide a definitive response to our counteroffer at this time.

Throughout the remainder of June and July 2022, we provided additional customary due diligence information to GIC and its advisors and made members of our senior management and advisors available to such parties to address their questions.

On June 17, 2022, representatives of GIC contacted representatives of Evercore and Goldman Sachs to inform them that GIC remained committed to pursuing an acquisition of the Company, but, given the current state of the capital markets, that GIC would need additional time to develop a financing package before formally responding to our counteroffer.

Later on June 17, 2022, the transaction committee held a meeting, which was attended by members of our senior management and a representative of DLA Piper. The transaction committee discussed our financial advisors’ recent discussions with GIC, including GIC’s continuing commitment to pursue an acquisition of the Company and its need for additional time to develop a financing package.

On July 5, 2022, our board of directors held a meeting, which was attended by members of our senior management and representatives of Evercore, Goldman Sachs and DLA Piper. Representatives of Evercore and Goldman Sachs provided an update on their recent discussions with GIC, including GIC’s continuing efforts to coordinate a debt financing package, and noted that, due to continuing market volatility, GIC had not formally responded to our counterproposal. Our board of directors, with the assistance of our senior management and in consultation with our financial and legal advisors, discussed, among other matters, the 45-day due diligence and negotiation period proposed by GIC, the time sensitive nature of the potential transaction and the various possible outcomes of the negotiations with GIC. At the conclusion of the meeting, our board of directors met in executive session with the representatives of DLA Piper to further discuss the potential transaction and related matters.

On July 19, 2022, acting at the direction of our board of directors, representatives of Evercore and Goldman Sachs had a meeting with representatives of GIC and its advisors. During the meeting, the representatives of GIC

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informed Evercore and Goldman Sachs that GIC would like to bring in an equity partner to the potential transaction. Subsequently on July 20, 2022, at the request of GIC, the Company and GIC entered into a confidentiality agreement with Oak Street, as a potential equity partner and co-bidder with GIC, following which we provided Oak Street with access to the virtual data room containing our due diligence materials. Over the next few weeks, Oak Street engaged in a due diligence review of the Company, including property-level information. In addition, on July 26, 2022, at the request of GIC, the Company and GIC entered into a confidentiality agreement with Credit Suisse Securities (USA) LLC (“Credit Suisse”) (an affiliate of Column Financial, Inc.), as a potential source of debt financing to GIC and Oak Street, following which Credit Suisse engaged in a due diligence review of the Company, including property-level information.

On July 26, 2022, the transaction committee held a meeting, which was attended by members of our senior management and representatives of DLA Piper, to further discuss the formal engagement of Evercore and Goldman Sachs as financial advisors. The transaction committee reviewed the customary written relationships disclosure related to the Company and GIC provided by each of Evercore and Goldman Sachs and distributed to the transaction committee prior to the meeting. After discussion, including with the representatives of DLA Piper, the transaction committee determined that those relationships would not interfere with either firm’s ability to serve as a financial advisor to the Company. The representatives of DLA Piper then reviewed with the transaction committee the material terms of the proposed engagement letters with each of Evercore and Goldman Sachs. Following this discussion, the transaction committee determined to formally engage Evercore and Goldman Sachs as our financial advisors and approved their respective engagement letters. As authorized by the transaction committee, on July 27, 2022, we executed engagement letters with each of Evercore and Goldman Sachs.

On July 28, 2022, a representative of GIC delivered to Ms. Fedewa separate non-binding proposal letters, dated as of July 28, 2022, from each of GIC and Oak Street (together, the “July 28 letters” and the proposal set forth therein, the “July 28 proposal”). In the July 28 letters, GIC and Oak Street proposed to acquire the Company in an all-cash transaction at a price of $32.00 per share, which represented a premium of 14% over the closing price of our common stock of $28.07 on July 27, 2022. While the July 28 letters reflected the same offer price per share as the May 31 proposal, due to the continuing deterioration in the credit markets and rising interest rate environment, the offer set forth in the July 28 letters contained a substantially higher equity commitment from GIC and Oak Street. In this regard, the July 28 letters stated that (1) GIC and Oak Street were prepared to conduct all due diligence and concurrently negotiate a definitive merger agreement over a period of no more than 45 days and (2) the transaction would be funded with a combination of equity financing of approximately $8.3 billion (reflecting an increase of approximately $2.3 billion in the overall equity commitment, as compared to the equity commitment stated in the May 31 letter) and debt financing of approximately $5.9 billion (comprised of approximately $3.7 billion of assumable debt currently on our balance sheet and approximately $2.2 billion of new debt financing currently under negotiation, reflecting a decrease of approximately $2.3 billion in the overall amount of expected debt financing, as compared to the debt financing contemplated in the May 31 letter) and would not be subject to any financing contingency. In addition, the July 28 letter from GIC noted GIC would be willing to discuss the inclusion of a customary “go-shop” in the definitive merger agreement. The July 28 letters did not outline any other terms of the offer. The July 28 letters were circulated to our board of directors, as well as our financial and legal advisors.

On July 29, 2022, the transaction committee held a meeting, which was attended by members of our senior management and representatives of Evercore, Goldman Sachs and DLA Piper, to discuss the terms and conditions of the July 28 proposal. Representatives of Evercore and Goldman Sachs discussed with the transaction committee their respective preliminary financial analyses with respect to the Company and certain financial aspects of the July 28 proposal. Representatives of Evercore and Goldman Sachs also discussed, among other matters, (1) Oak Street’s businesses, transaction history and capital sources, (2) the status of the due diligence process, and (3) the significant changes in economic conditions since GIC submitted the May 31 proposal, including the continued deterioration of the credit markets, lack of available debt financing, rising interest rates and volatility in the capital markets. The transaction committee continued to discuss, with the

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assistance of our senior management and in consultation with our financial and legal advisors, whether the July 28 proposal represented an attractive valuation for stockholders when considered in the context of the five-year plan and the various challenges we could face as a standalone public company. Following extensive discussion, the transaction committee resolved to recommend to our board of directors that we submit another counteroffer to GIC with a price per share of $33.00 in cash.

On July 31, 2022, our board of directors held a meeting, which was attended by members of our senior management and representatives of Evercore, Goldman Sachs and DLA Piper, to discuss the terms and conditions of the July 28 proposal from GIC and Oak Street. Representatives of Evercore and Goldman Sachs discussed with our board of directors their respective preliminary financial analyses with respect to the Company and certain financial aspects of the July 28 proposal. Representatives of Evercore and Goldman Sachs also discussed, among other matters, Oak Street’s businesses, transaction history and capital sources and the significant changes in economic conditions since GIC submitted the May 31 proposal, including the continued deterioration of the credit markets, lack of available debt financing, rising interest rates and volatility in the capital markets. Our board of directors continued to discuss, with the assistance of our senior management and in consultation with our financial and legal advisors, whether the July 28 proposal represented an attractive valuation for stockholders when considered in the context of the five-year plan and the various challenges we could face as a standalone public company. After further discussion of the best path forward to maximize value for stockholders, and consistent with the recommendation of the transaction committee, our board of directors determined that it was in the best interest of the Company and its stockholders to continue to pursue a transaction with GIC and Oak Street at a price per share of at least $33.00 in cash. Our board of directors then instructed the representatives of Evercore and Goldman Sachs to submit a counteroffer to GIC and Oak Street at a price per share of $33.00 in cash.

Later on July 31, 2022, representatives of Evercore and Goldman Sachs, acting at the direction of our board of directors, contacted representatives of GIC to inform them of our counteroffer at a price per share of $33.00 in cash. In response to our counteroffer, on July 31, 2022, the representatives of GIC and Oak Street conveyed their “best and final” offer with a price per share of $32.25 in cash (the “final proposal”) and confirmed that any definitive merger agreement between the parties would include a customary “go-shop” provision with a two-tier termination fee. GIC and Oak Street reaffirmed their commitment to complete due diligence and negotiate a definitive merger agreement in 45 days and that there would be no financing contingency in the agreement. GIC and Oak Street did not outline any other terms of the final proposal.

On August 1, 2022, our board of directors held a meeting, which was attended by members of our senior management and representatives of Evercore, Goldman Sachs and DLA Piper, to discuss the final proposal. Representatives of Evercore and Goldman Sachs reviewed with our board of directors their respective preliminary financial analyses with respect to the Company (as previously presented at the board meeting on the day before) and certain financial aspects of the final proposal. In consultation with its financial advisors, our board of directors determined that GIC and Oak Street would not improve upon the final proposal and that asking for additional improvement in the purchase price would put the transaction at risk and delay the commencement of the 45-day period to complete due diligence and negotiate the definitive merger agreement. Our board of directors discussed, among other things, whether the final proposal represented an attractive valuation of the Company when considered in light of the five-year plan and the board’s knowledge and understanding of our business, operations, management, financial condition and prospects. Based on the discussion at this meeting and previous board and transaction committee meetings, our board of directors concluded that the final proposal from GIC and Oak Street would, if consummated, provide greater certainty of value (and less risk) to our stockholders relative to the potential trading price of our common stock after accounting for the various challenges we could continue to face as a standalone public company. After considering our strategic alternatives to a potential transaction with GIC and Oak Street, including continuing as a standalone public company, our board of directors authorized the representatives of Evercore and Goldman Sachs to confirm to GIC and Oak Street an agreement in principle at a price per share of $32.25 in cash, in accordance with the terms outlined in the final proposal, and instructed DLA Piper to begin negotiations of the definitive merger agreement and related documents.

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Subsequently on August 1, 2022, as directed by our board of directors, representatives of Evercore and Goldman Sachs confirmed to a representative of GIC an agreement in principle at a price per share of $32.25 in cash and further confirmed that our board of directors was willing to move forward with negotiating and finalizing a definitive merger agreement in accordance with the terms outlined in the final proposal. The representatives of GIC agreed that this agreement in principle would commence the 45-day period to complete due diligence and negotiate the definitive merger agreement and related documents.

From August 1, 2022 through the signing of the merger agreement on September 15, 2022, we continued to provide additional customary due diligence information to GIC and Oak Street and their respective advisors, as well as Credit Suisse and its advisors, as their potential source of committed debt financing, coordinated due diligence calls and made members of our senior management available to such parties to address their questions.

On August 3, 2022, DLA Piper provided an initial draft of the proposed merger agreement to Skadden, Arps, Slate, Meagher & Flom LLP (“Skadden”), legal advisors to GIC. The draft merger agreement contemplated, among other things, (1) a customary all-cash merger, (2) a customary 30-day “go-shop” period with a two-tier termination fee equal to 1.5% of the equity value of the merger if we terminated the merger agreement within 40 days to accept a superior proposal received during the first 30 days after signing the merger agreement, and otherwise 3.0% of the equity value of the merger, (3) a reverse termination fee equal to 10.0% of the equity value of the merger and a right to specifically enforce the merger agreement (subject to certain customary terms and conditions), and (4) that we would be permitted to pay regular quarterly dividends to holders of our common stock in the ordinary course of business consistent with past practice during the period between the signing of the merger agreement and the closing of the merger.

On August 19, 2022, Skadden provided initial comments from GIC and Oak Street on the draft merger agreement. The revised draft of the merger agreement contemplated, among other things, (1) a customary all-cash merger, (2) a customary 30-day “go shop” period, with a two-tier termination fee equal to 1.5% of the equity value of the merger if we terminated the merger agreement within 30 days to accept a superior proposal received during the first 30 days after signing the merger agreement, and otherwise 3.0% of the equity value of the merger, (3) a reverse termination fee equal to 3.0% of the equity value of the merger and a right to specifically enforce the merger agreement (subject to certain customary terms and conditions), (4) that we would not be permitted to pay regular quarterly dividends to holders of our common stock during the period between the signing of the merger agreement and the closing of the merger, other than those necessary to maintain REIT status (with the per share purchase price being decreased by an amount equal to any such dividends), and (5) an additional closing condition in favor of Parent related to the parties’ receipt of the CFIUS approval.

Between August 20, 2022 and September 14, 2022, DLA Piper and Skadden exchanged several drafts of the proposed merger agreement and the parties’ respective management teams and legal and financial advisors engaged in extensive negotiations regarding the terms of the proposed merger agreement and other related transaction documents. During the course of these negotiations, areas of discussion and negotiation between the parties included, among other things, (1) the representations and warranties to be made by the parties, (2) our obligations with respect to the operation of our business during the period between the signing of the merger agreement and the closing of the merger, (3) the scope of the restrictions applicable to actions taken by us during the period between the signing of the merger agreement and the closing of the merger (including the provisions related to our ability to pay regular quarterly dividends to holders of our common stock during the period between the signing of the merger agreement and the closing of the merger), (4) the “go-shop” provisions related to our solicitation of competing acquisition proposals after the signing of the merger agreement, (5) our obligations to cooperate with Parent’s debt financing and equity syndication efforts, (6) the conditions to completion of the merger, including provisions related to the CFIUS approval, (7) the remedies available to each party under the merger agreement, including the triggers of the termination fee payable to Parent and reverse termination fee payable to us (and the terms of the guaranty of certain payment obligations by an affiliate of GIC and by Oak Street), and the amount of the reverse termination fee, (8) the provisions regarding our equity awards, employee benefit plans, severance and other compensation matters, and (9) the proposed timing for the closing of the merger.

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On August 31, 2022, our board of directors held a meeting, which was attended by members of our senior management and representatives of Evercore, Goldman Sachs and DLA Piper. Representatives of Evercore and Goldman Sachs provided an update on their recent discussions with GIC and Oak Street, including the status of the due diligence and GIC’s approval processes and negotiation of a commitment letter for the debt financing, and discussed next steps in the process. Representatives of DLA Piper then reviewed the material open points on the latest draft of the proposed merger agreement, including our ability to pay regular quarterly dividends to holders of our common stock during the period between the signing of the merger agreement and the closing of the merger, the size of the reverse termination fee and the proposed timing for the closing of the merger.

On September 2, 2022, Skadden provided an initial draft of the form of equity commitment letter from GIC and Oak Street.

On September 3, 2022, our board of directors held a meeting, which was attended by members of our senior management and representatives of Evercore, Goldman Sachs and DLA Piper. Ms. Kelley, the chairman of our board of directors, provided a summary of the status of negotiations with GIC and Oak Street and reviewed the following negotiated key business terms: (1) our ability to pay the regular quarterly dividend to holders of our common stock for the quarter ending September 30, 2022, in an amount not to exceed $0.41 per share (which GIC and Oak Street had initially rejected), (2) a two-tier termination fee equal to 1.5% of the equity value of the merger if we terminated the merger agreement within 35 days to accept a superior proposal received during the first 30 days after signing the merger agreement (which five-day extension GIC and Oak Street initially rejected), (3) a reverse termination fee of 5.5% of the equity value of the merger (an increase from the 3.0% initially proposed by GIC and Oak Street), and (4) the proposed timing for the closing of the merger (including the earliest date for closing proposed by GIC and Oak Street given certain timing considerations related to their debt financing packaging). Representatives of DLA Piper then reviewed with our board of directors their fiduciary duties in connection with a potential sale of the Company and summarized the proposed terms of the draft merger agreement with GIC and Oak Street, including the key execution risks and other open issues in the agreement, and suggested areas for further negotiation. Representatives of Evercore and Goldman Sachs next discussed with our board of directors the current economic and financial market environments, our recent stock price performance, their respective preliminary financial analyses with respect to the Company and certain financial aspects of the final proposal. Our board of directors, with the assistance of our senior management and in consultation with our financial advisors, also reviewed and discussed the five-year plan, which had not changed since it was originally presented to our board of directors in June 2022, except to include an additional year of financial projections for fiscal year ending December 31, 2027. Our board of directors then met in executive session with the representatives of DLA Piper to further discuss the terms of the potential transaction and related matters. At the conclusion of the meeting, our board of directors authorized the representatives of Evercore and Goldman Sachs to confirm to GIC and Oak Street an agreement on the key business terms described above, and instructed DLA Piper to work to finalize the definitive merger agreement and related documents reflecting those terms.

On September 5, 2022, representatives of GIC and Oak Street attended management presentations conducted by members of our senior management (and attended by representatives of Evercore and Goldman Sachs as requested by the Company). There were no discussions with our senior management regarding their future roles, compensation, retention or investment arrangements in connection with the proposed transaction during the management presentations or at any time from the initial meetings between our management and GIC in April and through the filing of this proxy statement. Following these management presentations, members of our senior management continued to participate in follow-up due diligence sessions with GIC and Oak Street and their advisors. Representatives of Evercore, Goldman Sachs and DLA Piper, as applicable, also regularly attended these due diligence sessions as requested by the Company.

On September 10, 2022, Skadden provided an initial draft of the debt commitment letter.

On September 11, 2022, our board of directors held a meeting, which was attended by members of our senior management and representatives of Evercore, Goldman Sachs and DLA Piper. Our board of directors discussed, with the assistance of our senior management and in consultation with our financial and legal advisors,

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the general status of negotiations, the open items in the draft merger agreement and the terms and status of the equity and debt commitment letters. Thereafter, our senior management and the representatives of Evercore, Goldman Sachs and DLA Piper continued to work toward completing due diligence and finalizing the definitive merger agreement and related documents.

In the afternoon of September 14, 2022, our board of directors held an update meeting, which was attended by members of our senior management and representatives of Evercore, Goldman Sachs and DLA Piper. At this meeting, our senior management, with the assistance of our financial and legal advisors, discussed the expected timing for completion of the negotiations on the definitive merger agreement and the equity and debt commitment letters.

In the evening of September 14, 2022, our board of directors held a meeting, which was attended by members of our senior management and representatives of Evercore, Goldman Sachs and DLA Piper. Members of our senior management and representatives of Evercore, Goldman Sachs and DLA Piper updated our board of directors on the discussions with GIC and Oak Street since the last board meeting. Representatives of DLA Piper reviewed with the directors their legal obligations in connection with their consideration and potential approval of the transaction with GIC and Oak Street. Representatives of DLA Piper also provided an overview of the negotiation process to date with representatives of GIC and Oak Street, indicating that negotiations with GIC and Oak Street were complete, and provided a presentation regarding the terms of the definitive merger agreement and related transaction documents. Our board of directors noted that, although GIC’s and Oak Street’s proposals included general statements that the surviving company would seek to continue our operating model, to date, GIC had not had discussions with our senior management regarding their future roles, compensation, retention or investment arrangements in connection with the proposed transaction.

Representatives of Evercore then reviewed Evercore’s financial analyses summarized below under “—Opinions of Our Financial Advisors—Opinion of Evercore.” Following its presentation, Evercore rendered to our board of directors its oral opinion, subsequently confirmed by delivery of a written opinion, dated September 14, 2022, that, as of the date of such opinion and based upon and subject to the assumptions, limitations, qualifications and conditions described in Evercore’s written opinion, the merger consideration of $32.25 per share to be received by the holders of our common stock (other than the Company, Parent and their respective affiliates) in the merger was fair, from a financial point of view, to such holders, as more fully described below in the section “—Opinions of Our Financial Advisors—Opinion of Evercore.” Representatives of Goldman Sachs then reviewed Goldman Sachs’ financial analyses summarized below under “—Opinions of Our Financial Advisors—Opinion of Goldman Sachs.” Following its presentation, Goldman Sachs rendered to our board of directors its oral opinion, subsequently confirmed in Goldman Sachs’ written opinion, dated September 15, 2022, to the effect that, as of the date of Goldman Sachs’ written opinion and based upon and subject to the factors and assumptions set forth in Goldman Sachs’ written opinion, the $32.25 in cash per share of common stock to be paid to the holders (other than Parent and its affiliates) of our common stock pursuant to the merger agreement was fair, from a financial point of view, to such holders, as more fully described below in the section “—Opinions of Our Financial Advisors—Opinion of Goldman Sachs.” Our board of directors were provided, prior to this meeting, with updated disclosures from each of Evercore and Goldman Sachs regarding fees each had received or earned from the Company and each of GIC and Oak Street and their respective affiliates.

Following extensive discussion, our board of directors unanimously (1) approved the merger agreement, the merger and the other transactions contemplated by the merger agreement, (2) determined and declared that the merger agreement, the merger and the other transactions contemplated by the merger agreement to be advisable and in the best interests of the Company and its stockholders, (3) directed that the merger be submitted to the holders of our common stock for approval at the special meeting, and (4) resolved to recommend that stockholders approve the merger.

Following our board of directors’ approval, during the evening of September 14, 2022, representatives of DLA Piper and Skadden exchanged drafts of the merger agreement and related transaction documents and, during the early morning of September 15, 2022, the parties finalized, executed and delivered the merger agreement, the equity commitment letters and the debt commitment letter. Thereafter, prior to the opening of the

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financial markets in New York on September 15, 2022, the merger was announced in a press release jointly issued by the Company, GIC and Oak Street. The press release announcing the merger also noted that the merger agreement included a 30-day go-shop period that would expire on October 15, 2022.

On September 15, 2022, representatives of Evercore and Goldman Sachs, acting at the direction of our board of directors, began contacting potential counterparties that might consider entering into an alternative transaction with the Company in connection with the go-shop period.

During the go-shop period, Evercore and Goldman Sachs communicated with 15 potential counterparties that may have an interest in the net-lease real estate sector and the financial ability to acquire the Company, consisting of four strategic parties and 11 financial sponsor parties. Of these parties, we executed confidentiality agreements with two parties (which agreements contained customary standstill restrictions, but did not include “don’t-ask don’t-waive” provisions), and subsequently provided non-public due diligence information about the Company and its properties to such parties. To date, no party has made an acquisition proposal following the execution of the merger agreement. During the go-shop period, Evercore and Goldman Sachs provided regular updates regarding the go-shop process to our board of directors.

The go-shop period expired at 11:59 p.m., Eastern time, on October 15, 2022.

Reasons for the Merger

In reaching its unanimous decision to determine and declare that the merger agreement, the merger and the other transactions contemplated by the merger agreement are advisable and in the best interests of the Company and its stockholders, to approve the merger agreement, the merger and the other transactions contemplated by the merger agreement and to recommend that our stockholders approve the merger, our board of directors consulted with members of our management, as well as our financial and legal advisors, and considered a number of factors, including the following material factors which our board of directors viewed as supporting its unanimous decision:

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Our board of directors also considered the following potentially negative factors in its consideration of the merger agreement, the merger and the other transactions contemplated by the merger agreement:

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The foregoing discussion of the factors considered by our board of directors is not intended to be exhaustive, but rather includes the material factors considered by our board of directors. In reaching its unanimous decision to approve the merger agreement, the merger and the other transactions contemplated by the merger agreement, our board of directors did not quantify or assign any relative weights to, and did not make specific assessments of, the factors considered, and individual directors may have given different weights to different factors. Our board of directors did not reach any specific conclusion with respect to any of the factors or reasons considered.

The above factors are not presented in any order of priority. The explanation of the factors and reasoning set forth above contains forward-looking statements and should be read in conjunction with the section entitled “Cautionary Statement Regarding Forward-Looking Statements.”

Recommendation of Our Board of Directors

Our board of directors has unanimously:

Important Information About the Financial Projections

The financial projections are included solely to give our stockholders access to certain information that was made available to our board of directors and Evercore and Goldman Sachs and used by Evercore and Goldman Sachs in connection with their financial analysis and fairness opinions. The financial projections have not been updated following September 14, 2022 to reflect our current views of our future financial performance, and should not be treated as guidance with respect to projected results for the fiscal year ending December 31, 2022 or any other period. The financial projections are subjective in many respects and were prepared solely for our internal use, for Evercore and Goldman Sachs in connection with their financial analysis and fairness opinions. The financial projections were not prepared with a view toward public disclosure and, accordingly, do not necessarily comply with published guidelines of the SEC, the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of prospective financial information or GAAP. Our independent registered public accounting firm has not compiled, examined, audited or performed any procedures with respect to the financial projections, and has not expressed any opinion or any other form of assurance regarding this information or its achievability. The inclusion of the financial projections in this proxy statement does not constitute an admission or representation by us that the information is material.

Certain of the above financial data were not prepared in accordance with GAAP, including NOI, Adjusted EBITDA, AFFO, levered free cash flow and AFFO per share. We use these non-GAAP financial measures in analyzing our financial results and believe that they enhance investors’ understanding of our financial performance and the comparability of our results to prior periods. Non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information prepared in accordance with GAAP. Our calculation of non-GAAP financial measures may differ from others in the industry and our Adjusted EBITDA, AFFO and levered free cash flow are not necessarily comparable with similar titles used by other companies. Reconciliations of non-GAAP financial measures were not relied upon by Evercore or Goldman Sachs for purposes of their respective opinions to our board of directors as described below in the section entitled “—Opinions of Our Financial Advisors” or by our board of directors in connection with its consideration of the merger. Accordingly, we have not provided a reconciliation of the financial measures included in the financial projections above.

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The financial projections, while presented with numerical specificity, were based on numerous variables, estimates and assumptions that necessarily involve judgments with respect to, among other things, net acquisition volume and future economic, competitive, regulatory and financial market conditions, all of which are difficult or impossible to predict and many of which are beyond our control. The financial projections were developed under the assumption of continued standalone operation, do not take into account any circumstances, transactions or events occurring after the date on which the financial projections were prepared and do not give effect to any changes or expenses as a result of the merger or any effects of the merger. Further, the financial projections do not take into account the effect of any failure of the merger to be consummated and should not be viewed as accurate or continuing in that context. The financial projections also reflect assumptions as to certain business decisions that are subject to change. Given that the financial projections cover multiple years, by their nature, they become subject to greater uncertainty with each successive year. Important factors that may affect actual results and cause the financial projections to not be achieved include, but are not limited to, risks and uncertainties relating to our business (including our ability to achieve strategic goals, objectives and targets over applicable periods), industry performance, general business, economic, competitive, regulatory and financial market conditions and other factors described in the section entitled “Cautionary Statement Regarding Forward-Looking Statements” and the risks described in our periodic reports filed with the SEC, which reports can be found as described under “Where You Can Find More Information.” The financial projections also reflect numerous variables, expectations and assumptions available at the time they were prepared as to certain business decisions that are subject to change. As a result, actual results may differ materially from those contained in the financial projections. Accordingly, there can be no assurance that the projected results summarized above will be realized. Our stockholders are urged to review our most recent SEC filings for a description of the reported and anticipated results of operations and financial condition and capital resources, including in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2021, and subsequent Quarterly Reports on Form 10-Q, which are incorporated by reference into this proxy statement.

The inclusion of the financial projections and accompanying narrative in the table above should not be regarded as an indication that we or our affiliates or representatives consider the financial projections to be predictive of actual future events, and this information should not be relied upon as such. We and our affiliates and other representatives can provide no assurance that actual results will not differ materially from the financial projections, and we and our affiliates and representatives undertake no obligation to update or otherwise revise or reconcile the financial projections to reflect circumstances existing after the dates on which the financial projections were prepared or to reflect the occurrence of future events, even in the event that any or all of the assumptions and estimates underlying the financial projections are shown to be in error or are no longer appropriate. Some or all of the assumptions that have been made in connection with the preparation of the financial projections may have changed since the date the financial projections were prepared. These considerations should be taken into account in reviewing the financial projections, which were prepared as of an earlier date. We and our affiliates and other representatives make no representation regarding our ultimate performance compared to the information contained in the financial projections or that the financial projections will be achieved.

In light of the foregoing factors and the uncertainties inherent in the financial projections, our stockholders are cautioned not to place undue, if any, reliance on the financial projections.

Opinions of Our Financial Advisors

Opinion of Evercore

Pursuant to an engagement letter, dated July 27, 2022, we engaged Evercore to act as our financial advisor in connection with the merger. As part of this engagement, our board of directors requested that Evercore evaluate the fairness, from a financial point of view, of the merger consideration to be received by holders of shares of our common stock (other than the Company, Parent and their respective affiliates) in the merger. At a

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meeting of our board of directors held on September 14, 2022, Evercore rendered to our board of directors its oral opinion, subsequently confirmed by delivery of a written opinion, dated September 14, 2022, to the effect that, as of the date of such opinion and based upon and subject to the assumptions, limitations, qualifications and conditions described in Evercore’s written opinion, the merger consideration of $32.25 per share to be received by holders of shares of our common stock (other than the Company, Parent and their respective affiliates) in the merger was fair, from a financial point of view, to such holders.

The full text of the written opinion of Evercore, dated September 14, 2022, which sets forth, among other things, the assumptions made, procedures followed, matters considered, qualifications and limitations on the scope of review undertaken in rendering its opinion, is attached as Exhibit B to this proxy statement and is incorporated herein by reference. We encourage you to read this opinion carefully and in its entirety. Evercore’s opinion was addressed to, and provided for the information and benefit of, our board of directors (in its capacity as such) in connection with its evaluation of the merger and addresses only the fairness, from a financial point of view, of the merger consideration to be received by holders of shares of our common stock (other than the Company, Parent and their respective affiliates) in the merger. The opinion does not constitute a recommendation to our board of directors or to any other persons in respect of the merger, including as to how any holder of our common stock should vote or act in respect of the merger. Evercore’s opinion does not address the relative merits of the merger as compared to other business or financial strategies that might be available to the Company, nor does it address the underlying business decision of the Company to engage in the merger.

In connection with rendering its opinion, Evercore, among other things:

For purposes of its analysis and opinion, Evercore assumed and relied upon the accuracy and completeness of the financial and other information publicly available, and all of the information supplied or otherwise made available to, discussed with, or reviewed by Evercore, without any independent verification of such information (and assumed no responsibility or liability for any independent verification of such information), and further relied upon the assurances of the management of the Company that they were not aware of any facts or circumstances that would make such information inaccurate or misleading. With respect to the financial projections, Evercore assumed, with the consent of our board of directors, that the financial projections were reasonably prepared on bases reflecting the best currently available estimates and good faith judgments of management of the Company as to the future financial performance of the Company and the other matters covered thereby. Evercore expressed no view as to the financial projections, or the assumptions on which they were based (including their views on the risks and uncertainties of achieving the financial projections).

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For purposes of its analysis and opinion, Evercore assumed, in all respects material to its analysis, that the final executed merger agreement did not differ from the draft merger agreement reviewed by Evercore, that the representations and warranties of each party contained in the merger agreement were true and correct, that each party would perform all of the covenants and agreements required to be performed by it under the merger agreement and that all conditions to the consummation of the merger would be satisfied without waiver or modification thereof. Evercore further assumed, in all respects material to its analysis, that all governmental, regulatory or other consents, approvals or releases necessary for the consummation of the merger would be obtained without any delay, limitation, restriction or condition that would have an adverse effect on the Company or the consummation of the merger or reduce the contemplated benefits to the holders of our common stock of the merger.

Evercore did not conduct a physical inspection of our properties or facilities and did not make or assume any responsibility for making any independent valuation or appraisal of our assets or liabilities (including any contingent, derivative or other off-balance sheet assets and liabilities), nor was Evercore furnished with any such valuations or appraisals, nor did Evercore evaluate our solvency or fair value under any state or federal laws relating to bankruptcy, insolvency or similar matters. Evercore’s opinion is necessarily based upon information made available to Evercore as of September 14, 2022 and financial, economic, market and other conditions as they existed and as could be evaluated as of that date. Subsequent developments may affect Evercore’s opinion and Evercore does not have any obligation to update, revise or reaffirm its opinion.

Evercore was not asked to pass upon, and expressed no opinion with respect to, any matter other than the fairness to the holders of our common stock (other than the Company, Parent and their respective affiliates), from a financial point of view, of the merger consideration. Evercore did not express any view on, and its opinion does not address, the fairness of the merger to, or any consideration received in connection therewith by, the holders of any other class of securities, creditors or other constituencies of the Company, nor as to the fairness of the amount or nature of any compensation to be paid or payable to any of the officers, directors or employees of the Company, or any class of such persons, whether relative to the merger consideration or otherwise. Evercore was not asked to, nor did it express any view on, and its opinion does not address, any other term or aspect of the merger agreement or the merger, including, without limitation, the structure or form of the merger, or any term or aspect of any other agreement or instrument contemplated by the merger agreement or entered into or amended in connection with the merger agreement. Evercore’s opinion does not address the relative merits of the merger as compared to other business or financial strategies that might be available to the Company, nor does it address the underlying business decision of the Company to engage in the merger. In arriving at its opinion, Evercore was not authorized to solicit, and did not solicit, interest from any third party with respect to the acquisition of any or all of the shares of our common stock or any business combination or other extraordinary transaction involving the Company. Evercore’s opinion does not constitute a recommendation to our board of directors or to any other persons in respect of the merger, including as to how any holder of shares of our common stock should vote or act in respect of the merger. Evercore did not express any opinion as to the prices at which shares of our common stock will trade at any time, as to the potential effects of volatility in the credit, financial and stock markets on the Company or the merger or as to the impact of the merger on the solvency or viability of the Company or the ability of the Company to pay its obligations when they come due. Evercore is not a legal, regulatory, accounting or tax expert and has assumed the accuracy and completeness of assessments by the Company and its advisors with respect to legal, regulatory, accounting and tax matters.

Set forth below is a summary of the material financial analyses reviewed by Evercore with our board of directors on September 14, 2022 in connection with rendering its opinion. The following summary, however, does not purport to be a complete description of the analyses performed by Evercore. The order of the analyses described and the results of these analyses do not represent relative importance or weight given to these analyses by Evercore. Except as otherwise noted, the following quantitative information, to the extent that it is based on market data, is based on market data that existed on or before September 13, 2022, the day before Evercore rendered its oral opinion to our board of directors, and is not necessarily indicative of current market conditions.

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For purposes of its analyses and reviews, Evercore considered general business, economic, market and financial conditions, industry sector performance, and other matters, as they existed and could be evaluated as of the date of its opinion, many of which are beyond our control. The estimates contained in Evercore’s analyses and reviews, and the ranges of valuations resulting from any particular analysis or review, are not necessarily indicative of actual values or predictive of future results or values, which may be significantly more or less favorable than those suggested by Evercore’s analyses and reviews. In addition, analyses and reviews relating to the value of companies, businesses or securities do not purport to be appraisals or to reflect the prices at which companies, businesses or securities actually may be sold. Accordingly, the estimates used in, and the results derived from, Evercore’s analyses and reviews are inherently subject to substantial uncertainty.

The following summary of Evercore’s financial analyses includes information presented in tabular format. In order to fully understand the analyses, the tables should be read together with the full text of each summary. The tables are not intended to stand alone and alone do not constitute a complete description of Evercore’s financial analyses. Considering the tables below without considering the full narrative description of Evercore’s financial analyses, including the methodologies and assumptions underlying such analyses, could create a misleading or incomplete view of such analyses.

Summary of Evercore’s Financial Analyses

Dividend Discount Analyses. Evercore performed dividend discount analyses to calculate the implied present value of the estimated dividends per share, to be received by the holders of our common stock on a standalone basis, per the financial projections, to be distributed over the six months ending December 31, 2022 and the fiscal years of 2023 through 2027, and the implied present value of estimated terminal values derived utilizing the perpetuity growth rate method and the NTM exit multiple method. Evercore calculated an implied equity value per share range of our common stock as of June 30, 2022 by discounting back to present value our projected total dividend payments to stockholders, per the financial projections, using mid-year convention discounting and the terminal values calculated under the perpetuity growth rate method and the NTM exit multiple method. For each analysis, Evercore utilized a cost of equity discount rate range (based on an estimated range of our cost of equity) of 9.0% to 11.0%.

Utilizing the perpetuity growth rate method, Evercore estimated terminal values based on varying cost of equity discount rates and perpetuity growth rates, by applying perpetuity growth rates to the estimate of the 2027 dividend per share, per the financial projections. Evercore utilized a perpetuity growth rate range of 3.5% to 4.5%, in each case based on its professional judgment and expertise. The dividend discount analysis utilizing the foregoing approach resulted in an implied equity value per share range of $22.82 to $36.29.

Utilizing the exit multiple method, Evercore estimated terminal values based on exit multiples of the NTM AFFO per share estimate as of December 31, 2027, per the financial projections. Evercore utilized a NTM AFFO per share exit multiple range of 11.5x to 15.5x, in each case, based on its professional judgment and expertise. The dividend discount analysis utilizing the foregoing approach resulted in an implied equity value per share range of $25.67 to $35.03.

Although none of these companies is directly comparable to the Company, Evercore selected these companies based on its professional judgment because they are triple-net lease REITs with business characteristics that, for purposes of its analysis, Evercore considered similar to the business characteristics of the Company.

For purposes of its analyses, for each of the selected companies and the Company, Evercore calculated:

For each of the selected companies and the Company, Evercore reviewed, among other information, stock price to Wall Street research analyst consensus as published by S&P Capital IQ (“SNL”) (“Street consensus”), estimated AFFO per share for calendar year 2023, and aggregate total enterprise value to Street consensus estimated adjusted earnings before interest, taxes, depreciation and amortization (“EBITDA”) for calendar year 2023. Financial data of the selected companies were based on publicly available research analysts’ estimates, public filings and other publicly available information. For the Company, Evercore additionally calculated Price/2023E AFFO and TEV/2023E Adjusted EBITDA based on the financial projections. The multiples and ratios for each of the selected companies were calculated using their respective closing prices on September 13, 2022 and were based on the most recent publicly available information and Street consensus estimates as of September 13, 2022, which represents the closing price for shares of our common stock and the selected companies’ common stock on the day prior to the rendering of Evercore’s opinion.

The results of these calculations were as follows:

Based on the multiples it derived for the selected companies and its professional judgment and experience, Evercore (1) applied a Price/2023E AFFO multiple reference range of 11.0x to 15.0x to our estimate of 2023 AFFO per share, as reflected in the financial projections, and (2) applied a TEV/2023E Adjusted EBITDA multiple reference range of 13.0x to 16.0x to our estimate of 2023 Adjusted EBITDA, as reflected in the financial projections. Evercore then derived corresponding ranges of implied equity values per share as set forth below, which Evercore compared to the proposed merger consideration of $32.25 per share.

In evaluating the selected companies, Evercore made judgments and assumptions with regard to general business, economic and market conditions affecting the selected companies and other matters, as well as differences in the selected companies’ financial, business and operating characteristics. Accordingly, an evaluation of the results of these analyses is not entirely mathematical. Rather, these analyses involve complex considerations and judgments regarding many factors that could affect the relative values of the selected companies and the multiples derived from the selected companies. Mathematical analysis, such as determining the mean or median, is not in itself a meaningful method of using the data of the selected companies.

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Other Financial Analyses. The analyses and data described below were presented to our board of directors for informational and reference purposes only and did not provide the basis for, and were not otherwise material to, the rendering of Evercore’s opinion.

Precedent Transaction Analysis. Evercore reviewed publicly available information related to selected precedent acquisition transactions involving the triple-net lease REIT industry announced since 2012. Based on the multiples it derived from the selected precedent transactions and based on its professional judgment and experience, Evercore selected a reference range of one calendar-year forward AFFO per share multiples of 13.0x to 15.0x. Evercore then applied the multiple reference ranges to our estimate of 2023 AFFO per share, as reflected in the financial projections, and derived corresponding ranges of implied equity values per share of our common stock of $29.09 to $33.57.

Premiums / Discounts to Net Asset Value. For the Company and each of the selected companies, Evercore reviewed stock price premiums and discounts to the Street consensus estimate of net asset value (“NAV”) per share. Based on the premiums and discounts derived for the Company and the selected companies, and its professional judgement and experience, Evercore applied a range of premiums to the Street consensus estimate of NAV per share, as of September 13, 2022, for the Company to derive an implied per share equity value. Evercore selected a range of premiums of 0% to 15% and derived corresponding ranges of implied equity values per share of our common stock of $28.96 to $33.30. Additionally, Evercore evaluated the proposed merger consideration of $32.25 relative to the estimate of Green Street of our NAV per share, as of September 13, 2022, of $24.85.

Equity Research Analyst Price Targets. Evercore reviewed selected publicly available stock price targets of research analysts’ estimates known to Evercore as of September 13, 2022, the day prior to the delivery by Evercore of its opinion to our board of directors, for shares of our common stock. As of September 13, 2022, the range of selected equity research analyst price targets per share of our common stock was $25.00 to $37.00. The mean price target of research analysts’ estimates known to Evercore, as of September 13, 2022, was $31.32 per share and the median price target, as of the same date, was $31.00 per share. Public market price targets published by equity research analysts do not necessarily reflect current market trading prices for shares of our common stock, and these target prices and the analysts’ earnings estimates on which they were based are subject to risk and uncertainties, including factors affecting our financial performance and future general industry and market conditions.

52-Week Trading Range. Evercore reviewed historical trading prices of shares of our common stock during the 52-week period ended September 13, 2022, noting that the low and high intraday prices during such period ranged from $24.48 to $36.13 per share of our common stock, respectively.

Miscellaneous

The foregoing summary of Evercore’s financial analyses does not purport to be a complete description of the analyses or data presented by Evercore to our board of directors. In connection with the review of the merger by our board of directors, Evercore performed a variety of financial and comparative analyses for purposes of rendering its opinion. The preparation of a fairness opinion is a complex process and is not necessarily susceptible to partial analysis or summary description. Selecting portions of the analyses or of the summary described above, without considering the analyses as a whole, could create an incomplete view of the processes underlying Evercore’s opinion. In arriving at its fairness determination, Evercore considered the results of all of the analyses and did not draw, in isolation, conclusions from or with regard to any one analysis or factor considered by it for purposes of its opinion. Rather, Evercore made its determination as to fairness on the basis of its professional judgment and experience after considering the results of all of the analyses. In addition, Evercore may have given various analyses and factors more or less weight than other analyses and factors, and may have deemed various assumptions more or less probable than other assumptions. As a result, the ranges of valuations resulting from any particular analysis or combination of analyses described above should not be taken to be the

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view of Evercore with respect to the actual value of the shares of our common stock. Rounding may result in total sums set forth in this section not equaling the total of the figures shown. Further, Evercore’s analyses involve complex considerations and judgments concerning financial and operating characteristics and other factors that could affect the acquisition, public trading or other values of the companies used, including judgments and assumptions with regard to industry performance, general business, economic, market and financial conditions and other matters, many of which are beyond the control of the Company or its advisors.

Evercore prepared these analyses for the purpose of providing an opinion to our board of directors as to the fairness, from a financial point of view, of the merger consideration to be received by holders of our common stock (other than the Company, Parent and their respective affiliates). These analyses do not purport to be appraisals or to necessarily reflect the prices at which such business or securities actually may be sold. Any estimates contained in these analyses are not necessarily indicative of actual future results, which may be significantly more or less favorable than those suggested by such estimates. Accordingly, estimates used in, and the results derived from, Evercore’s analyses are inherently subject to substantial uncertainty, and Evercore assumes no responsibility if future results are materially different from those forecasted in such estimates.

Evercore’s financial advisory services and its opinion were provided for the information and benefit of our board of directors (in its capacity as such) in connection with its evaluation of the proposed merger. The issuance of Evercore’s opinion was approved by an opinion committee of Evercore.

Evercore did not recommend any specific amount of consideration to our board of directors or management or that any specific amount of consideration constituted the only appropriate consideration in the merger for the holders of our common stock.

Pursuant to the terms of our engagement letter with Evercore, we have agreed to pay Evercore an aggregate transaction fee that is estimated, based on the information available as of the date of announcement, to be approximately $31 million, of which $3 million was payable upon the delivery of Evercore’s opinion, and the balance of which will become payable upon the consummation of the merger. We have also agreed to reimburse Evercore for its reasonable and documented out-of-pocket expenses and to indemnify Evercore against certain liabilities arising out of its engagement.

During the two-year period prior to the date of its opinion, Evercore and its affiliates provided financial advisory or other services to us, for which Evercore and its affiliates earned capital markets fees and commissions of less than $1.0 million. During the two-year period prior to the date of its opinion, Evercore and its affiliates provided financial advisory or other services to GIC, for which Evercore and its affiliates received fees of less than $47.0 million, and none of which fees related to the merger or involved the Company. During the two-year period prior to the date of its opinion, Evercore and its affiliates provided financial advisory or other services to Blue Owl, for which Evercore and its affiliates earned capital markets fees and commissions of less than $2.0 million, and none of which fees related to the merger or involved the Company. Evercore or its affiliates may provide financial advisory or other services to the Company, Parent, GIC, Oak Street and/or Blue Owl in the future, and in connection with any such services Evercore or its affiliates may receive compensation.

Evercore and its affiliates engage in a wide range of activities for its and their own accounts and the accounts of customers, including corporate finance, mergers and acquisitions, equity sales, trading and research, private equity, placement agent, asset management and related activities. In connection with these businesses or otherwise, Evercore and its affiliates and/or its or their respective employees, as well as investment funds in

which any of them may have a financial interest, may at any time, directly or indirectly, hold long or short positions and may trade or otherwise effect transactions for their own accounts or the accounts of customers, in debt or equity securities, senior loans and/or derivative products or other financial instruments of or relating to the Company, Parent and its affiliates, GIC, potential parties to the merger and their respective affiliates or persons that are competitors, customers or suppliers of the Company, Parent and/or any of their respective affiliates.

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We engaged Evercore to act as a financial advisor based on Evercore’s qualifications, experience and reputation. Evercore is an internationally recognized investment banking firm and regularly provides fairness opinions in connection with mergers and acquisitions, leveraged buyouts and valuations for corporate and other purposes.

Opinion of Goldman Sachs

Pursuant to an engagement letter, dated July 27, 2022, we engaged Goldman Sachs to act as our financial advisor in connection with the merger. At a meeting of our board of directors held on September 14, 2022, Goldman Sachs rendered to our board of directors its oral opinion, subsequently confirmed in its written opinion, dated September 15, 2022, to the effect that, as of the date of Goldman Sachs’ written opinion, and based upon and subject to the factors and assumptions set forth in Goldman Sachs’ written opinion, the $32.25 in cash per share of common stock to be paid to the holders (other than Parent and its affiliates) of shares of our common stock pursuant to the merger agreement was fair, from a financial point of view, to such holders.

The full text of the written opinion of Goldman Sachs, dated September 15, 2022, which sets forth the assumptions made, procedures followed, matters considered, qualifications and limitations on the review undertaken in connection with Goldman Sachs’ opinion, is attached as Exhibit C to this proxy statement and is incorporated herein by reference. The summary of Goldman Sachs’ opinion contained in this proxy statement is qualified in its entirety by reference to the full text of Goldman Sachs’ written opinion. Goldman Sachs’ advisory services and opinion were provided for the information and assistance of our board of directors in connection with its consideration of the merger and the opinion does not constitute a recommendation as to how any holder of shares of our common stock should vote with respect to the merger or any other matter.

In connection with rendering the opinion described above and performing its related financial analyses, Goldman Sachs reviewed, among other things:

Goldman Sachs also held discussions with members of our senior management regarding their assessment of our past and current business operations, financial condition and future prospects, reviewed the reported price and trading activity for shares of our common stock, compared certain financial and stock market information for the Company with similar information for certain other companies the securities of which are publicly traded, reviewed the financial terms of certain recent business combinations in the real estate investment industry, and performed such other studies and analyses and considered such other factors, including Sections 2.3(a) and 5.1(b)(ii) of the merger agreement, as Goldman Sachs deemed appropriate.

For purposes of rendering its opinion, Goldman Sachs, with the consent of our board of directors, relied upon and assumed the accuracy and completeness of all of the financial, legal, regulatory, tax, accounting and other information provided to, discussed with or reviewed by, Goldman Sachs, without assuming any

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responsibility for independent verification thereof. In that regard, Goldman Sachs assumed, with the consent of our board of directors that the financial projections were reasonably prepared on a basis reflecting the best currently available estimates and judgments of our management. Goldman Sachs did not make an independent evaluation or appraisal of our or any of our subsidiaries’ assets and liabilities (including any contingent, derivative or other off-balance-sheet assets and liabilities) and Goldman Sachs was not furnished with any such evaluation or appraisal. Goldman Sachs assumed that all governmental, regulatory or other consents and approvals necessary for the consummation of the merger would be obtained without any adverse effect on the expected benefits of the merger in any way meaningful to its analysis. Goldman Sachs assumed that the merger would be consummated on the terms set forth in the merger agreement, without the waiver or modification of any term or condition the effect of which would be in any way meaningful to its analysis.

Goldman Sachs’ opinion does not address the underlying business decision of the Company to engage in the merger, or the relative merits of the merger as compared to any strategic alternatives that may be available to the Company; nor does it address any legal, regulatory, tax or accounting matters. Goldman Sachs was not requested to solicit, and did not solicit, interest from third parties with respect to an acquisition of, or other business combination with, the Company or any other alternative transaction. Goldman Sachs’ opinion addresses only the fairness from a financial point of view to the holders (other than Parent and its affiliates) of shares of our common stock, as of the date of its opinion, of the $32.25 in cash per share of common stock to be paid to such holders pursuant to the merger agreement. Goldman Sachs does not express any view on, and its opinion does not address, any other term or aspect of the merger agreement or merger or any term or aspect of any other agreement or instrument contemplated by the merger agreement or entered into or amended in connection with the merger, including, the fairness of the merger to, or any consideration received in connection therewith by, the holders of any other class of securities, creditors, or other constituencies of the Company; nor as to the fairness of the amount or nature of any compensation to be paid or payable to any of our officers, directors or employees, or class of such persons, in connection with the merger, whether relative to $32.25 in cash per share of common stock to be paid to the holders (other than Parent and its affiliates) of shares of our common stock pursuant to the merger agreement. Goldman Sachs does not express any opinion as to the prices at which the shares of our common stock would trade at any time, or as to the potential effects of volatility in the credit, financial and stock markets on the Company, Parent or the merger, or as to the impact of the merger on the solvency or viability of the Company or Parent or the ability of the Company or Parent to pay their respective obligations when they come due. Goldman Sachs’ opinion was necessarily based on economic, monetary, market and other conditions as in effect on, and the information made available to Goldman Sachs as of, the date of its opinion and Goldman Sachs assumed no responsibility for updating, revising or reaffirming its opinion based on circumstances, developments or events occurring after the date of the opinion. Goldman Sachs’ advisory services and its opinion were provided for the information and assistance of our board of directors in connection with its consideration of the merger and such opinion does not constitute a recommendation as to how any holder of shares of our common stock should vote with respect to the merger or any other matter. Goldman Sachs’ opinion was approved by a fairness committee of Goldman Sachs.

Summary of Financial Analyses

The following is a summary of the material financial analyses presented by Goldman Sachs to our board of directors in connection with Goldman Sachs’ rendering to our board of directors the opinion described above. The following summary, however, does not purport to be a complete description of the financial analyses performed by Goldman Sachs, nor does the order of analyses described represent relative importance or weight given to those analyses by Goldman Sachs. Some of the summaries of the financial analyses include information presented in tabular format. The tables must be read together with the full text of each summary and are alone not a complete description of Goldman Sachs’ financial analyses. In connection with its opinion, Goldman Sachs considered, among other things, Sections 2(3)(a) and 5(b)(ii) of the merger agreement, pursuant to which the Company shall not declare and pay the regular quarterly dividend per share of common stock for the fiscal quarter ending December 31, 2022 in an amount of $0.41 per share of common stock, as estimated in the financial projections. Except as otherwise noted, the following quantitative information, to the extent that it is

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based on market data, is based on market data as it existed on or before September 13, 2022, the last full trading day before the date on which our board of directors approved the merger, and is not necessarily indicative of current market conditions.

Implied Premia Analysis. Goldman Sachs calculated the implied premia represented by the $32.25 in cash per share of common stock to be paid to the holders (other than Parent and its affiliates) of shares of our common stock pursuant to the merger agreement relative to:

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The results of these calculations are as follows:

Selected Publicly Traded Companies Analysis. Goldman Sachs reviewed and compared, using publicly available data obtained from SNL, certain financial information for the Company to corresponding financial information and public market multiples for the selected publicly traded REITs listed below in the net-lease segment (which are referred to in this section as the “selected companies”). Although none of the selected companies is directly comparable to the Company, the selected companies were chosen because they are publicly traded companies with operations that, for purposes of analysis, may be considered similar to certain operations of the Company.

For each of the Company and the selected companies, Goldman Sachs calculated and compared:

The multiples calculated by Goldman Sachs for the Company and the selected companies are as follows:

Illustrative Present Value of Future Share Price Analysis. Goldman Sachs performed an illustrative analysis to derive a range of illustrative present values per share of our common stock, based on theoretical future prices calculated by Goldman Sachs for our common stock.

Goldman Sachs derived a range of theoretical future values per share of our common stock as of December 31 of each of 2023, 2024 and 2025 by applying illustrative price to NTM AFFO multiples ranging from 11.5x to 15.5x to estimates of our AFFO per share for each of fiscal years 2024, 2025, and 2026, respectively, as reflected in the financial projections. By applying a discount rate of 9.0%, reflecting an estimate of our cost of equity, Goldman Sachs discounted to present value, as of June 30, 2022, and summed both the

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theoretical future values per share of common stock it derived for each applicable year and the estimated dividends to be paid per share of common stock on a stand-alone basis through the end of the applicable year as reflected in the financial projections, to yield illustrative present values per share of our common stock ranging from $25.33 to $34.41.

The illustrative price to NTM AFFO multiples used in the foregoing analysis were derived by Goldman Sachs using its professional judgement and experience, taking into account the multiples calculated by Goldman Sachs as set forth above under “—Selected Publicly Traded Companies Analysis.” Goldman Sachs derived the discount rate used in the foregoing analysis by application of the capital asset pricing model (“CAPM”), which requires certain company-specific inputs, including a beta for the Company, as well as certain financial metrics for the U.S. financial markets generally.

Illustrative Levered Discounted Cash Flow Analysis. Using the financial projections, Goldman Sachs performed an illustrative levered discounted cash flow analysis on the Company to derive a range of illustrative present values per share of our common stock.

Using discount rates ranging from 8.0% to 10.0%, reflecting estimates of our cost of equity, Goldman Sachs derived a range of illustrative present values per share of our common stock, by discounting to present value as of June 30, 2022, (1) the estimates of the levered free cash flow to be generated by the Company for the period from July 1, 2022 to December 31, 2027, as reflected in the financial projections, and (2) a range of illustrative terminal values for the Company as of December 31, 2027, calculated by applying a range of terminal year multiples of 11.5x to 15.5x to our estimated terminal year AFFO, as reflected in the financial projections (which analysis implied perpetuity growth rates ranging from (0.5)% to 3.4%). Goldman Sachs derived such discount rates by application of the CAPM, which requires certain company-specific inputs, including a beta for the Company, as well as certain financial metrics for the U.S. financial markets generally. The range of terminal year multiples was estimated by Goldman Sachs utilizing its professional judgment and experience, taking into account the multiples calculated by Goldman Sachs as set forth above under “—Selected Publicly Traded Companies Analysis.”

Goldman Sachs derived ranges of illustrative present values per share of our common stock by adding the ranges of present values it calculated for the levered free cash flow and illustrative terminal values, as described above, and then dividing the result by the implied total number of fully diluted shares of common stock estimated to be outstanding as of September 13, 2022, calculated based on equity information provided by our senior management. This analysis resulted in a range of illustrative present values per share of our common stock of $25.10 to $34.75.

Premia Paid Analysis. Goldman Sachs reviewed and analyzed, using publicly available information, the premia paid in all-cash acquisition transactions of publicly traded REITs in the United States announced since 2017 through September 13, 2022 with a transaction value of greater than $1 billion.

For the entire period, using publicly available information, Goldman Sachs calculated the minimum, 25th percentile, median, mean, 75th percentile and the maximum premia of the price paid in these transactions relative to the target’s last undisturbed closing stock price prior to the announcement of the transaction. This analysis indicated a minimum premium of 5.1%, a 25th percentile premium of 15.4%, a median premium of 22.4%, a mean premium of 29.5%, a 75th percentile premium of 30.3% and a maximum premium of 123.5%. Using this analysis, Goldman Sachs then applied an illustrative premia range of 15.4% to 30.3%, corresponding to the 25th and 75th percentiles premia described above, to the undisturbed closing price per share of our common stock of $27.11 as of September 13, 2022, the day prior to the date of our board of directors’ approval of the merger, and calculated a range of implied values per share of our common stock of $31.28 to $35.32.

General

The preparation of a fairness opinion is a complex process and is not necessarily susceptible to partial analysis or summary description. Selecting portions of the analyses or of the summary set forth above, without

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considering the analyses as a whole, could create an incomplete view of the processes underlying Goldman Sachs’ opinion. In arriving at its fairness determination, Goldman Sachs considered the results of all of its analyses and did not attribute any particular weight to any factor or analysis considered by it. Rather, Goldman Sachs made its determination as to fairness on the basis of its experience and professional judgment after considering the results of all of its analyses. No company or transaction used in the above analyses as a comparison is directly comparable to the Company or the merger.

Goldman Sachs prepared these analyses for purposes of providing its opinion to our board of directors as to the fairness, from a financial point of view to the holders (other than Parent and its affiliates) of shares of our common stock, as of the date of the opinion, of the $32.25 in cash per share of common stock to be paid to such holders pursuant to the merger agreement. These analyses do not purport to be appraisals nor do they necessarily reflect the prices at which businesses or securities actually may be sold. Analyses based upon projections of future results are not necessarily indicative of actual future results, which may be significantly more or less favorable than suggested by these analyses. Because these analyses are inherently subject to uncertainty, being based upon numerous factors or events beyond the control of the parties or their respective advisors, none of the Company, Parent, Goldman Sachs or any other person assumes responsibility if future results are materially different from those forecasts.

The consideration of $32.25 in cash per share of our common stock was determined through arm’s-length negotiations between the Company and Parent and was approved by our board of directors. Goldman Sachs provided advice to our board of directors during our negotiations with Parent in connection with the merger agreement. Goldman Sachs did not, however, recommend any specific amount of consideration to our board of directors or that any specific amount of consideration constituted the only appropriate consideration for the merger.

As described above, Goldman Sachs’ opinion to our board of directors was one of many factors taken into consideration by our board of directors in making its determination to approve the merger agreement. The foregoing summary does not purport to be a complete description of the analyses performed by Goldman Sachs in connection with the delivery of its fairness opinion to our board of directors and is qualified in its entirety by reference to the written opinion of Goldman Sachs, attached as Exhibit C to this proxy statement.

Goldman Sachs and its affiliates are engaged in advisory, underwriting and financing, principal investing, sales and trading, research, investment management and other financial and non-financial activities and services for various persons and entities. Goldman Sachs and its affiliates and employees, and funds or other entities they manage or in which they invest or have other economic interests or with which they co-invest, may at any time purchase, sell, hold or vote long or short positions and investments in securities, derivatives, loans, commodities, currencies, credit default swaps and other financial instruments of the Company, Parent, any of their respective affiliates and third parties, including GIC and Oak Street, which have (either directly or through an affiliate) entered into their respective equity commitment letters in favor of Parent and Merger Sub, and with respect to certain obligations, the Company, in connection with the merger agreement, Blue Owl, their respective affiliates and, as applicable, portfolio companies, or any currency or commodity that may be involved in the transactions contemplated by the merger agreement. Goldman Sachs has acted as financial advisor to the Company in connection with, and have participated in certain of the negotiations leading to, the merger. Goldman Sachs expects to receive fees for its services in connection with the merger, the principal portion of which is contingent upon consummation of the merger, and we have agreed to reimburse certain of its expenses arising, and indemnify Goldman Sachs against certain liabilities that may arise, out of Goldman Sachs’ engagement. Goldman Sachs has provided certain financial advisory and/or underwriting services to the Company and/or its affiliates from time to time for which its Investment Banking Division has received, and may receive, compensation, including having acted as a joint book-running manager with respect to our public offering of 2.70% Senior Notes due 2031 (aggregate principal amount $375,000,000) in November 2021 and as a joint book-running manager with respect to our public offering of 2.75% Senior Notes due 2030 (aggregate principal amount $350,000,000) in November 2020. During the two-year period ended September 15, 2022, Goldman

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Sachs has recognized compensation for financial advisory and/or underwriting services provided by its Investment Banking Division to the Company and/or its affiliates of approximately $1 million. Goldman Sachs has also provided certain financial advisory and/or underwriting services to GIC and/or its affiliates from time to time for which its Investment Banking Division has received, and may receive, compensation, including having acted as financial advisor to Authentic Brands Group, a portfolio company of GIC, in connection with its acquisition of Reebok in March 2022; as financial advisor to GIC Private Equity (Europe), an affiliate of GIC, in connection with its acquisition of a minority stake in Belron in December 2021; as joint lead bookrunner with respect to the public offering of 12,500,000 shares of common stock of Leslie’s, Inc., a portfolio company of GIC, in December 2021; as placement agent to N26 GmbH, a portfolio company of GIC, in connection with its Series E Funding Round (aggregate amount over $900 million) in October 2021; as lead arranger with respect to a bank loan facility of US Anesthesia Partners, Inc., a portfolio company of GIC (aggregate principal amount $2,200,000,000), in October 2021; as financial advisor to RAC Limited, a former portfolio company of GIC, in connection with a sale of GIC’s minority stake in RAC to Silver Lake Partners in September 2021; as an initial purchaser with respect to the offering by GFL Environmental Inc., a portfolio company of GIC, of its 4.375% senior notes due 2029 (aggregate amount $550,000,000), in August 2021; as an initial purchaser with respect to the offering by MPH Acquisition Holdings LLC, an indirect wholly-owned subsidiary of MultiPlan Corporation, a portfolio company of GIC, of its 5.50% senior secured notes due 2028 (aggregate amount $1,050,000,000) in August 2021; as joint lead bookrunner with respect to the initial public offering of 21,300,000 shares of Class A common stock of Endeavor Group Holdings, Inc., a portfolio company of GIC, in April 2021; and as joint lead bookrunner with respect to the initial public offering of 33,000,000 shares of Class A common stock of DoorDash, Inc., a portfolio company of GIC, in December 2020. During the two-year period ended September 15, 2022, Goldman Sachs has recognized compensation for financial advisory and/or underwriting services provided by its Investment Banking Division to GIC and/or its affiliates of approximately $213 million. Goldman Sachs has also provided certain financial advisory and/or underwriting services to the Government of Singapore, the parent of GIC, and/or its agencies, and instrumentalities (collectively, the “Singapore Government”) and their respective affiliates from time to time for which its Investment Banking Division has received, and may receive, compensation. Goldman Sachs has provided certain financial advisory and/or underwriting services to Blue Owl and/or its affiliates from time to time for which its Investment Banking Division has received, and may receive, compensation, including having acted as joint bookrunner with respect to the public offering by Blue Owl Finance LLC, an indirect subsidiary of Blue Owl (“Blue Owl Finance”) of 4.375% Senior Notes due 2032 (aggregate amount $400,000,000) in February 2022; as lead joint bookrunning manager with respect to the offering of 26,717,377 shares of Blue Owl’s Class A common stock in December 2021; as joint bookrunner with respect to the public offering by Blue Owl Finance of 4.125% Senior Notes due 2051 (aggregate amount $350,000,000) in September 2021; and as joint bookrunner with respect to the public offering by Blue Owl Finance of 3.125% Senior Notes due 2031 (aggregate amount $700,000,000) in June 2021. During the two-year period ended September 15, 2022, Goldman Sachs has recognized compensation for financial advisory and/or underwriting services provided by its Investment Banking Division to Blue Owl and/or its affiliates of approximately $8 million. Goldman Sachs may also in the future provide financial advisory and/or underwriting services to the Company, Parent, GIC, Oak Street, Blue Owl, the Singapore Government and their respective affiliates and, as applicable, portfolio companies, for which its Investment Banking Division may receive compensation. Affiliates of Goldman Sachs may also have co-invested with GIC, Blue Owl and their affiliates from time to time and may have invested in limited partnership units of affiliates of GIC and Blue Owl from time to time and may do so in the future.

We selected Goldman Sachs as our financial advisor because it is an internationally recognized investment banking firm that has substantial experience in transactions similar to the merger. Pursuant to the terms of our engagement letter with Goldman Sachs, we have agreed to pay Goldman Sachs an aggregate transaction fee that is estimated, based on the information available as of the date of announcement, to be approximately $31 million, of which $28 million is contingent upon completion of the merger. In addition, we agreed to reimburse Goldman Sachs for certain of its expenses, including reasonable attorneys’ fees and disbursements, and to indemnify Goldman Sachs and related persons against various liabilities, including certain liabilities under the federal securities laws.

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Financing of the Merger

General

Parent has informed us that in connection with the closing of the merger, Parent expects to assume the non-recourse net-lease mortgage notes outstanding under our STORE Master Funding debt program and the outstanding indebtedness under our public unsecured notes. Parent has also informed us that it expects the outstanding indebtedness under our traditional non-recourse mortgage notes, unsecured revolving credit facility, private placement unsecured notes and unsecured bank term loans to be prepaid or remain outstanding. As of September 30, 2022, we had approximately $2.3 billion in aggregate principal amount of consolidated secured indebtedness outstanding, including approximately $2.1 billion in non-recourse net-lease mortgage notes and approximately $141.8 million in non-recourse mortgage notes. As of September 30, 2022, we had approximately $2.6 billion in aggregate principal amount of consolidated unsecured indebtedness outstanding, including $223 million under our unsecured revolving credit facility, $1.8 billion under our unsecured notes and $600 million under our unsecured bank term loans.

We anticipate that the total amount of funds necessary to complete the merger and the transactions contemplated by the merger agreement will be approximately $10.8 billion, including the funds needed to:

Parent expects this amount to be funded through a combination of the following: (1) the equity financing in an aggregate amount of approximately $8.2 billion; and (2) the debt financing in an aggregate principal amount of $2.6 billion.

The merger agreement does not contain a financing condition to the closing of the merger. We have agreed to use reasonable best efforts to provide, and to cause our subsidiaries to use their reasonable best efforts to provide, all cooperation reasonably requested by Parent and customary in connection with the arrangement of debt financing, the assumption of indebtedness and other transactions. For more information, see the sections entitled “The Merger Agreement—Financing Cooperation” and “—Conditions to the Merger.”

Equity Financing

On September 15, 2022, an affiliate of GIC and Oak Street each entered into their respective equity commitment letters (together, the “equity commitment letters”) with Parent and Merger Sub pursuant to which an affiliate of GIC and Oak Street committed to contribute (or cause to be contributed) to Parent up to approximately $8.2 billion in cash in the aggregate (the “equity commitment”) on the terms and subject to the conditions set forth in the equity commitment letters. The equity commitments are subject to certain customary conditions, including, among others, the consummation of the merger in accordance with the merger agreement substantially concurrently with or immediately following the funding of the equity commitment, the satisfaction or waiver of the conditions to the obligations of the parties to consummate the merger and the availability of the debt financing to be funded at the closing.

In addition, an affiliate of GIC and Oak Street have agreed, subject to the terms and conditions of their respective equity commitment letters, to guarantee certain payment obligations of Parent, including the obligation to pay the Parent termination fee (as described in more detail under “The Merger Agreement—Termination Fees”), certain expense reimbursement and indemnification obligations and certain obligations to pay our expenses and costs (including reasonable fees and disbursements of counsel) relating to any legal

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proceeding brought by us against Parent if Parent fails to pay the Parent termination fee or such expenses and costs, together with interest, if we prevail in such legal proceeding (the “payment obligations”). The payment obligations of each of the Sponsors are subject to a cap in an amount equal to such Sponsor’s specified percentage share of the Payment Obligations, if and when due pursuant to the merger agreement.

Debt Financing

Parent has informed us that it has received, in connection with the entry into the merger agreement, a debt commitment letter, originally dated as of September 15, 2022 and amended as of September 30, 2022, from Column Financial, Inc. and Citigroup Global Markets Inc. (as the same may be amended or supplemented pursuant to the terms of the merger agreement, collectively with the related redacted fee letters, the “debt commitment letter”), providing for the debt financing in an aggregate principal amount equal to $2.6 billion, on the terms and subject to the conditions set forth in the debt commitment letter, and that it may seek to obtain additional debt financing in connection with the merger. The lenders’ obligations to provide the debt financing under the debt commitment letter are subject to customary conditions, including, among others, the receipt of certain specified financial statements, the execution and delivery of definitive documentation with respect to the debt financing and the closing of the merger immediately prior to, or substantially concurrently with, the funding of the debt financing. The debt commitment under the debt commitment letter expires on April 7, 2023, unless extended in writing by the parties.

Equity Syndication

Following the no-shop period start date, the Parent Parties, the Sponsors and their respective affiliates, may, at Parent’s sole expense, solicit, negotiate and enter into investment agreements with potential equity investors in Parent and/or a direct or indirect subsidiary or holding company of Parent (the “equity syndication”). The merger agreement provides that no equity investor may be included, directly or indirectly, in the equity syndication if the contemplated investment by such equity investor results or would be reasonably likely to result (other than, in each case, in de minimis respects) in: (1) the imposition of new, or additional, conditions to the closing, diminution of the likelihood of the closing occurring, or adverse impact on the debt financing, (2) any delay of the closing (including any delay in filing for, or obtaining, the CFIUS approval), or (3) any adverse impact on the likelihood of receiving any required consents from any governmental entity in connection with the transactions contemplated by the merger agreement. Subject to certain terms and conditions in the merger agreement, we will use commercially reasonable efforts to provide, and will cause each of our subsidiaries and our and their respective representatives to use commercially reasonable efforts to provide, to the Parent Parties cooperation reasonably requested and customary in connection with the equity syndication. Parent and Merger Sub have agreed to reimburse us for any out-of-pocket costs incurred by us and our subsidiaries in connection with the equity syndication and indemnify us and our subsidiaries and affiliates and representatives from and against any and all documented out-of-pocket costs, expenses, losses, damages, claims, judgments, fines, penalties, interest, settlements, awards and liabilities suffered or incurred by any of them in connection with the equity syndication and any information utilized in connection therewith. Notwithstanding the entry into or consummation of the equity syndication, the equity commitment letters will remain in full force and effect, and the equity syndication will not in any way reduce or otherwise limit the aggregate commitment or any obligations or liability under the equity commitment letters of the parties thereto.

Interests of Our Directors and Executive Officers in the Merger

In considering the recommendation of our board of directors to approve the merger and the other proposals described above, our stockholders should be aware that our directors and executive officers have certain interests in the merger that are different from, or in addition to, the interests of our stockholders generally. These interests may create potential conflicts of interest. Our board of directors was aware of these interests and considered them, among other matters, in reaching its unanimous decision to approve the merger, the merger agreement and

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the other transactions contemplated by the merger agreement. In addition, the transaction committee, which was composed exclusively of non-employee, independent directors, considered these interests, among other matters, in reaching its decisions related to the merger, the merger agreement and the other transactions contemplated by the merger agreement, including during executive sessions of the transaction committee without management present. These interests are discussed below.

For purposes of this section, the “executive officers” include our current executive officers, Mary B. Fedewa, Sherry L. Rexroad, Chad A. Freed, Craig A. Barnett, Tyler S. Maertz, Lori Markson and David Alexander McElyea and our former executive officers, Catherine Long and Christopher H. Volk. Although Ms. Long and Mr. Volk are no longer executive officers of the Company due to their ceasing employment in November 2021 and December 2021, respectively, we have included in this section information with respect to each of Ms. Long and Mr. Volk because they were executive officers during the fiscal year ended December 31, 2021 and will receive compensation that is based on, or otherwise relates to, the merger. This section does not include information with respect to Einar A. Seadler because, while he was a member of our board of directors during the fiscal year ended December 31, 2021, he left our board on February 17, 2022 and will not receive any compensation that is based on, or otherwise relates to, the merger.

Treatment of Compensatory Awards

Restricted Stock. The merger agreement provides that, effective immediately prior to the merger effective time, each outstanding award of restricted stock granted pursuant to the Equity Incentive Plan will automatically become fully vested and all restrictions and repurchase rights thereon will lapse, and thereafter all shares of our common stock represented thereby will be considered outstanding for all purposes under the merger agreement and will have the right to receive an amount in cash equal to the merger consideration, less required withholding taxes.

Performance Units. The merger agreement provides that, effective immediately prior to the merger effective time, outstanding awards of performance units granted pursuant to the Equity Incentive Plan will automatically become earned and vested as further described below under the section entitled “—Quantification of Potential Payments and Benefits,” and thereafter will be cancelled and, in exchange therefor, each holder of any such cancelled vested performance units will cease to have any rights with respect thereto, except the right to receive as of the merger effective time, in consideration for the cancellation of such vested performance unit and in settlement therefor, an amount in cash equal to the product of (1) the merger consideration and (2) the number of so-determined earned performance shares subject to such vested performance units, without interest, less required withholding taxes. In addition, on the closing date, we will pay each holder of performance units an amount equivalent to all cash dividends that would have been paid on the number of so-determined earned shares of our common stock subject to such performance units as if they had been issued and outstanding from the date of grant up to, and including, the merger effective time, less required withholding taxes.

Value of Payments. For an estimate of the value of the payments described above that would become payable to each of our named executive officers, see “—Quantification of Potential Payments and Benefits” below. The estimated value of the payments that will be made to the executive officers at the merger effective time in respect of their outstanding shares of restricted stock and performance units is approximately $31.0 million, which is based on the aggregate number of shares of restricted stock and performance units held by the executive officers as of October 24, 2022. The estimated value of the payments that will be made to our non-employee directors at the merger effective time in respect of their outstanding shares of restricted stock is approximately $1.6 million, which is based on the number of shares of restricted stock held by the non-employee directors as of October 24, 2022. These estimated values are based on the merger consideration of $32.25 per share and assume that all shares of restricted stock and performance units held by the executive officers and non-employee directors as of October 24, 2022, the latest practicable date prior to the date of this filing, remain outstanding as of the merger effective time and each of them does not receive any additional equity awards between such date and the merger effective time. In addition, the estimate includes an amount equivalent to all

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cash dividends that would have been paid on the number of earned shares of common stock subject to the performance units as if such shares had been issued and outstanding from the date of grant up to, and including, the merger effective time.

Employment Agreements

We are party to an employment agreement with each of our current executive officers, which provide for the severance benefits described below in the event of certain terminations of employment or a change in control of the Company. The severance benefits payable to each executive officer will be subject to compliance with the restrictive covenants described below. The following descriptions of the terms of the employment agreements with our current executive officers are intended as a summary only and, with respect to our named executive officers, are qualified in their entirety by reference to the employment agreements filed as exhibits to our Annual Report on Form 10-K for the year ended December 31, 2021, which was filed with the SEC on February 25, 2022, and the employment agreement that was filed as an exhibit to our Quarterly Report on Form 10-Q for the quarter ended March 31, 2022, which was filed with the SEC on May 6, 2022.

Executive Severance Benefits. The employment agreements with the executive officers provide that, if the employment of an executive officer is terminated by the Company without “cause” or by the executive officer for “good reason” (each as defined in the applicable employment agreement), the executive officer will be eligible to receive the following benefits in addition to the executive officer’s accrued obligations (as defined in the applicable employment agreement):

Golden Parachute Excise Tax. The employment agreements with each of our executive officers provide that if the payments and benefits provided to the executive officer in connection with the merger would be subject to an excise tax by reason of Sections 4999 and 280G of the Code, such benefits and payments will be reduced to the extent necessary to prevent any portion of the executive officer’s merger-related payments and benefits from becoming subject to such excise tax, but only if, by reason of that reduction, the net after-tax benefit received by the executive officer exceeds the net after-tax benefit the executive officer would receive if no reduction was made. None of the employment agreements provide for indemnification or “gross-up” payments for golden parachute excise tax liabilities.

Restrictive Covenants. Each employment agreement also contains customary restrictive covenants, including confidentiality, non-competition and non-solicitation provisions, that apply during the term of the executive officer’s employment with the Company and for 12 months thereafter.

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Value of Payments. For an estimate of the value of the severance payments and benefits described above that would become payable to each of our named executive officers upon a severance-qualifying termination, see “—Quantification of Potential Payments and Benefits” below.

Indemnification; Directors’ and Officers’ Insurance

The merger agreement provides that from and after the merger effective time, the Surviving Entity will (and the Parent will cause the Surviving Entity to) indemnify and hold harmless each individual who at the merger effective time is, or at any time prior to the merger effective time was, a trustee, director or officer of the Company or any subsidiary of the Company (each an “Indemnified Party”), for any and all costs and expenses (including reasonable fees and expenses of legal counsel, which will be advanced as they are incurred; provided, that the Indemnified Party will have made an undertaking to repay such expenses if it is ultimately determined that such Indemnified Party was not entitled to indemnification under the merger agreement), judgments, fines, penalties or liabilities (including amounts paid in settlement or compromise) imposed upon or reasonably incurred by such Indemnified Party in connection with or arising out of any action, suit or legal proceeding (whether civil or criminal) in which such Indemnified Party may be involved or with which he or she may be threatened (regardless of whether as a named party or as a participant other than as a named party, including as a witness) (an “Indemnified Party Proceeding”), (1) by reason of such Indemnified Party being or having been such trustee, director or officer or otherwise in connection with any action taken or not taken at the request of us or any of our subsidiaries at, or at any time prior to, the merger effective time or (2) arising out of such Indemnified Party’s service in connection with any other corporation or organization for which he or she serves or has served as a trustee, director, officer, employee, agent, trustee or fiduciary at the request of the Company (including in any capacity with respect to any employee benefit plan) at, or at any time prior to, the merger effective time, in each of (1) or (2), whether or not the Indemnified Party continues in such position at the time such Indemnified Party Proceeding is brought or threatened and at, or at any time prior to, the merger effective time (including any Indemnified Party Proceeding relating in whole or in part to the Transactions or relating to the enforcement of this provision or any other indemnification or advancement right of any Indemnified Party), to the fullest extent permitted under applicable Law, subject to certain limitations set forth in the merger agreement. Additionally, the Surviving Entity will (and the Parent will cause the Surviving Entity to) fulfill and honor in all respects our obligations pursuant to specified agreements in effect as of the date of the merger agreement between the Company and any indemnified person and any indemnification provision (including advancement of expenses) and any exculpation provision set forth in our or our subsidiaries’ organizational documents as in effect on the date of the merger agreement.

The parties have agreed not to terminate or modify the obligations described above regarding indemnification of indemnified persons in such a manner as to adversely affect such indemnified persons, and such obligations must be assumed by any successor entity to the Surviving Entity as a result of any consolidation or merger or transfer or conveyance of all or substantially all of its properties and assets.

Subject to certain terms and conditions set forth in the merger agreement, we will, effective at the merger effective time, extend coverage under our officers’ and directors’ liability insurance by obtaining prepaid extended reporting period coverage for our existing officers’ and directors’ liability insurance policies, or with other insurers on terms and conditions no less favorable to the insureds than such existing insurance, which provides coverage for an aggregate period of six years from and after the merger effective time with respect to claims arising from facts or events that occurred on or before the merger effective time; provided, however, neither Parent nor the Surviving Entity will be obligated to pay an aggregate amount for such extended reporting insurance in excess of 300% of the amount per annum that we paid for such insurance in the fiscal year ended December 31, 2021 (the “maximum amount”). If the aggregate amount for such extended reporting insurance would exceed the maximum amount, then we will obtain the most advantageous such insurance available at an aggregate amount equal to the maximum amount. We will reasonably cooperate with and consult Parent prior to the purchase of such insurance.

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Quantification of Potential Payments and Benefits

The information set forth in the table below is intended to comply with Item 402(t) of Regulation S-K, which requires disclosure of information about certain compensation for each of our named executive officers that is based on or otherwise relates to the merger. Solely for purposes of the table below, it is assumed that each named executive officer incurs a severance-qualifying termination immediately following the merger effective time. In addition, while Ms. Long and Mr. Volk no longer serve as executive officers of the Company, they are required to be included in the table below pursuant Item 402(t) of Regulation S-K. For additional details regarding the terms of the payments described below, see the discussion under “—Interests of Our Directors and Executive Officers in the Merger” above.

The following table sets forth the amount of payments and benefits that may be paid or become payable to each of our named executive officers in connection with the merger pursuant to all applicable compensation plans or agreements, assuming that the merger effective time occurred on February 1, 2023, which is the earliest date the closing will take place (unless otherwise agreed in writing by Parent) and the assumed date of the merger effective time solely for purposes of this merger-related compensation disclosure and that each named executive officer incurs a severance-qualifying termination immediately following the merger effective time. The amounts in the table below are estimates based on multiple assumptions that may or may not actually occur or be accurate on the relevant date, including the assumptions described below, and do not reflect any reduction in payments pursuant to the employment agreements to the extent necessary to prevent any portion of each named executive officer’s merger-related payments and benefits from becoming subject to excise tax by reason of Section 4999 of the Code. The actual value to be received by our named executive officers may be greater or less than the amounts presented below.

“Golden Parachute” Compensation

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The amounts set forth in the table below are the estimates of the prorated cash bonus and cash severance payment that each named executive officer will receive. For purposes of this table, (a) the prorated cash bonus is based on each executive officer’s target cash bonus for 2022 and (b) the cash severance payment is based on each executive officer’s base salary for 2022 and the average of (x) the executive officer’s cash bonus for 2021 and maximum cash bonus for 2022.

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The amounts included in this column are conditioned upon a qualifying termination of employment, whether or not in connection with a change in control. For further details regarding the perquisites and benefits, see “—Interests of Our Directors and Executive Officers in the Merger—Employment Agreements” above.

Regulatory Matters

Unless Parent agrees otherwise, the merger will not be completed until the parties have obtained the CFIUS approval. We are unaware of any other material federal, state or foreign regulatory requirements or approvals that are required for the execution of the merger agreement or the completion of the merger, other than the acceptance for record of the articles of merger by the State Department of Assessments and Taxation of the State of Maryland, and the filing of the certificate of merger with the Secretary of State of the State of Delaware.

Material U.S. Federal Income Tax Consequences of the Merger

The following is a discussion of the material U.S. federal income tax consequences of the merger to common stockholders whose shares are surrendered in the merger in exchange for the right to receive the merger consideration as described herein. This discussion is based on current law, is for general information only and is not tax advice. This discussion is based on the Code, applicable Treasury Regulations, and administrative and judicial interpretations thereof, each as in effect as of the date hereof, all of which are subject to change or to different interpretations, possibly with retroactive effect. Any such change could affect the accuracy of the statements and conclusions set forth in this discussion. We have not requested, and do not plan to request, any rulings from the Internal Revenue Service (the “IRS”), concerning our tax treatment or the tax treatment of the merger, and the statements in this proxy statement are not binding on the IRS or any court. We can provide no assurance that the tax consequences contained in this discussion will not be challenged by the IRS, or if challenged, will be sustained by a court.

This discussion does not address (1) U.S. federal taxes other than income taxes, (2) state, local or non-U.S. taxes, (3) tax reporting requirements, or (4) withholding taxes under Sections 1471 through 1474 of the Code (such Sections commonly referred to as FATCA). This discussion assumes that shares of our common stock are held as capital assets within the meaning of Section 1221 of the Code (generally, property held for investment) and does not address all aspects of taxation that may be relevant to particular holders in light of their personal investment or tax circumstances or to persons that are subject to special tax rules and does not address the tax consequences of the merger to holders of restricted stock, performance units, or other awards received as compensation. In addition, this discussion does not address the tax treatment of special classes of common stockholders, including, for example:

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If any entity or arrangement that is treated as a partnership for U.S. federal income tax purposes holds our common stock, the tax treatment of its partners or members generally will depend upon the status of the partner or member and the activities of the partnership. If you are a partner of a partnership or a member of a limited liability company or other entity classified as a partnership for U.S. federal income tax purposes and that entity is holding our common stock, you should consult your tax advisor. Moreover, each holder should consult its tax advisor regarding the U.S. federal income tax consequences to it of the merger in light of its own particular situation, as well as any consequences of the merger to such holder arising under the laws of any other taxing jurisdiction.

For purposes of this section, a “U.S. holder” means a beneficial owner of our common stock that is, for U.S. federal income tax purposes:

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As used in this section, a “non-U.S. holder” means a beneficial owner of our common stock that is not a U.S. holder or an entity treated as a partnership for U.S. federal income tax purposes.

This discussion of material U.S. federal income tax consequences is not binding on the IRS. No assurance can be given that the IRS would not assert, or that a court would not sustain, a position contrary to any described herein.

THE U.S. FEDERAL INCOME TAX RULES APPLICABLE TO THE MERGER AND DISPOSING OF OUR COMMON STOCK, AND TO REITS GENERALLY ARE HIGHLY TECHNICAL AND COMPLEX. HOLDERS OF OUR COMMON STOCK ARE URGED TO CONSULT THEIR TAX ADVISORS REGARDING THE SPECIFIC TAX CONSEQUENCES TO THEM OF THE MERGER, INCLUDING THE APPLICABILITY AND EFFECT OF U.S. FEDERAL, STATE, LOCAL AND NON-U.S. INCOME AND OTHER TAX LAWS, AND POTENTIAL CHANGES IN APPLICABLE TAX LAWS, IN LIGHT OF THEIR PARTICULAR CIRCUMSTANCES.

Tax Treatment of the Merger

The merger of the Company with and into Merger Sub will be treated for U.S. federal income tax purposes as a taxable sale by the Company of all of its assets to Merger Sub in return for the merger consideration and the assumption of the Company’s liabilities, followed by a deemed liquidation of the Company under Section 331 and Section 562 of the Code. We will be deemed to have distributed the merger consideration to our stockholders in connection with the deemed liquidation. The liquidating distribution will be treated as a dividend for purposes of the dividend paid deduction to the extent of our earnings and profits and thus will be sufficient to satisfy our requirement to distribute 90% of our REIT taxable income for the taxable year of the merger.

Consequences of the Merger to U.S. Holders of Our Common Stock

General

The receipt of cash by U.S. holders in exchange for their shares pursuant to the merger will be a taxable transaction for U.S. federal income tax purposes. In general, a U.S. holder of our common stock will recognize gain or loss for U.S. federal income tax purposes equal to the difference between:

Gain or loss will be calculated separately for each block of shares, with a block consisting of shares acquired at the same cost in a single transaction. Assuming that the shares constitute capital assets in the hands of the U.S. holders, this gain or loss will generally be capital gain or loss and will be long-term capital gain or loss if at the time of the merger the shares have been held for more than one year. An individual U.S. holder will be subject to tax on net capital gain at a reduced maximum U.S. federal income tax rate (20% under current law). Additionally, a 3.8% Medicare unearned contribution tax will apply to any gain recognized by individuals, trusts and estates whose income exceeds certain threshold levels. Capital gains of corporate U.S. holders generally are taxable at the regular tax rate applicable to corporations. The deductibility of a capital loss recognized in the exchange is subject to limitations under the Code. In addition, the IRS has the authority to prescribe, but has not yet prescribed, regulations that would apply a tax rate of 25% to a portion of capital gain realized by a non-corporate stockholder on the sale of REIT shares that would correspond to the REIT’s “unrecaptured section 1250 gain.”

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Special Rule for U.S. Holders Who Have Held our Common Stock for Less than Six Months

A U.S. holder who has held our common stock for less than six months at the time of the merger, taking into account the holding period rules of Sections 246(c)(3) and (4) of the Code, and who recognizes a loss on the exchange of our common stock in the merger, will be treated as recognizing a long-term capital loss to the extent of any capital gain dividends received from us, or such holder’s share of any designated retained capital gains, with respect to such shares.

Consequences of the Merger to Non-U.S. Holders of Our Common Stock

General

The U.S. federal income tax consequences of the merger to a non-U.S. holder will depend on various factors, including whether the receipt of the merger consideration is treated as a distribution from us to our stockholders that is attributable to gain from the sale of “United States real property interests.” The IRS announced in Notice 2007-55 that it intends to (1) take the position that under current law, unless an exception applies, a non-U.S. holder’s receipt of a liquidating distribution from a REIT (which would include the receipt of cash in exchange for Company shares in the merger, which, as noted above, will be treated as a deemed liquidation for U.S. federal income tax purposes) is generally subject to tax under FIRPTA as a distribution to the extent attributable to gain from the sale of United States real property interests and (2) issue regulations that will be effective for transactions occurring on or after June 13, 2007, clarifying this treatment. As a result, the following paragraphs provide alternative discussions of the tax consequences that would arise to the extent the tax treatment set forth in Notice 2007-55 does or does not apply. Notwithstanding the discussion in the following paragraphs, we intend to take the position that the cash received in exchange for our common stock will be subject to tax in accordance with Notice 2007-55, subject to the 10% exception described below. In general, the provisions governing the taxation of distributions by REITs can be less favorable to non-U.S. holders than the taxation of sales or exchanges of REIT shares by non-U.S. holders, and non-U.S. holders should consult their tax advisors regarding the application of these provisions.

Distribution of Gain from the Disposition of U.S. Real Property Interests

To the extent the tax treatment set forth in Notice 2007-55 applies, and to the extent cash received by non-U.S. holders in the merger is attributable to gain from the deemed sale of our United States real property interests (which we expect to be a substantial portion of such cash), then, subject to the 10% exception described below, such amount will be treated as income effectively connected with the conduct of a U.S. trade or business of the non-U.S. holder and generally will be subject to U.S. federal income tax on a net basis in the same manner as a U.S. holder (and the non-U.S. holder would generally be required to file a U.S. federal income tax return reporting such income). A corporate non-U.S. holder will also be subject to the 30% branch profits tax (or such lower rate as may be specified by an applicable income tax treaty). In addition, 21% of any such amounts paid to a non-U.S. holder will be required to be withheld and remitted to the IRS. Notwithstanding the foregoing, if a non-U.S. holder has not owned more than 10% of our common stock at any time during the one-year period ending on the date of the merger and our common stock is treated as “regularly traded,” as defined by applicable Treasury Regulations, on an established securities market located in the United States, the tax treatment described above would not apply, in which case we intend to take the position that such non-U.S. holder would instead be subject to the rules described below in the section entitled “—Taxable Sale of Our Common Stock.” We believe that our common stock is, and will be at the effective time of the merger, treated as regularly traded on an established securities market in the United States.

Taxable Sale of Our Common Stock

To the extent the tax treatment set forth in Notice 2007-55 does not apply (or, in the event a holder qualifies for the 10% exception described above), then subject to the discussion of backup withholding below, a non-U.S. holder should not be subject to U.S. federal income taxation on any gain or loss from the merger unless: (1) the

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gain is effectively connected with the non-U.S. holder’s conduct of a trade or business in the United States, or, if an applicable income tax treaty applies, the gain is attributable to a permanent establishment maintained by the non-U.S. holder in the United States; (2) the non-U.S. holder is an individual present in the United States for 183 days or more in the taxable year of the merger and certain other requirements are met; or (3) such shares constitute “United States real property interests” in the non-U.S. holder’s hands under FIRPTA.

A non-U.S. holder whose gain is effectively connected with the conduct of a trade or business in the United States will generally be subject to U.S. federal income tax on such gain on a net basis in the same manner as a U.S. holder (and the non-U.S. holder would generally be required to file a U.S. federal income tax return reporting such income). In addition, a non-U.S. holder that is a corporation may be subject to the 30% branch profits tax (or such lower rate as may be specified by an applicable income tax treaty) on such effectively connected gain described in clause (1) of the previous paragraph.

A non-U.S. holder who is an individual present in the United States for 183 days or more in the taxable year of the merger and who meets certain other requirements will be subject to a flat 30% tax on the gain derived from the merger, which may be offset by U.S. source capital losses. In addition, the non-U.S. holder may be subject to applicable alternative minimum taxes.

If a non-U.S. holder’s shares constitute United States real property interests under FIRPTA, any gain recognized by such holder in the merger will be treated as income effectively connected with the conduct of a U.S. trade or business of the non-U.S. holder and generally will be subject to U.S. federal income tax on a net basis in the same manner as a U.S. holder (and the non-U.S. holder would generally be required to file a U.S. federal income tax return reporting such income). A non-U.S. holder’s shares of common stock generally will not constitute U.S. real property interests if either (1) we are a “domestically controlled qualified investment entity” at the merger effective time, or (2) both (a) shares of our common stock are treated as regularly traded on an established securities market at the date of the merger and (b) the non-U.S. holder has held 10% or less of the total fair market value of that class of shares at all times during the shorter of (i) the five-year period ending with the effective time of the merger and (ii) the non-U.S. holder’s holding period for the shares. As discussed above, we believe that our common stock will be regularly traded on an established securities market. A “qualified investment entity” includes a REIT. Assuming we qualify as a REIT, we will be a “domestically controlled qualified investment entity” at the merger effective time if non-U.S. holders held directly or indirectly less than 50% in value of our stock at all times during the five-year period ending with the merger effective time. While we believe that we have been and currently are “domestically controlled” as of the date of this proxy statement, no assurances can be given that the actual ownership of our shares has been or will be sufficient for us to qualify as a “domestically controlled qualified investment entity” at the merger effective time.

Income Tax Treaties

If a non-U.S. holder is eligible for treaty benefits under an income tax treaty with the United States, the non-U.S. holder may be able to reduce or eliminate certain of the U.S. federal income tax consequences discussed above, such as the branch profits tax. Non-U.S. holders should consult their tax advisor regarding possible relief under an applicable income tax treaty.

U.S. Withholding Tax

As described above, it is not entirely clear whether the receipt of the merger consideration by a non-U.S. holder will be treated as a sale or exchange of our common stock (in the event Notice 2007-55 does not apply) or as a distribution from us that is attributable to gain from the deemed sale of our United States real property interests in the merger (in the event Notice 2007-55 does not apply). Accordingly, we intend to withhold U.S. federal income tax at a rate of 21% from the portion of the merger consideration that is, or is treated as, attributable to gain from the sale of United States real property interests and paid to a non-U.S. holder unless such holder qualifies for the 10% exception described above.

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A non-U.S. holder may be entitled to a refund or credit against the holder’s U.S. federal income tax liability, if any, with respect to any amount withheld pursuant to FIRPTA; provided, that the required information is furnished to the IRS on a timely basis. Non-U.S. holders should consult their tax advisors regarding withholding tax considerations.

Information Reporting and Backup Withholding

Backup withholding, currently at a rate of 24%, and information reporting may apply to the cash received pursuant to the exchange of our common stock in the merger. Backup withholding will not apply, however, to a holder who:

Backup withholding is not an additional tax and any amount withheld under these rules may be credited against the holder’s U.S. federal income tax liability and may entitle the holder to a refund if required information is timely furnished to the IRS.

Possible Legislative Changes—Possible Change in Tax Rates

This discussion is based upon the provisions of the Code, the Treasury Regulations and administrative and judicial interpretations thereof, all as of the date hereof. Those authorities may be changed, perhaps retroactively, so as to result in U.S. federal income tax consequences (including applicable tax rates) different from those summarized above. We cannot assure you that a change in law, including the possibility of major tax legislation, possibly with retroactive application, will not significantly alter the tax consequences (including applicable tax rates) that we describe herein. We have not sought and do not plan to seek any ruling from the IRS with respect to statements made and the conclusions reached in the above discussion, and there can be no assurance that the IRS or a court will agree with our statements and conclusions.

THE FOREGOING DOES NOT PURPORT TO BE A COMPLETE ANALYSIS OF THE POTENTIAL TAX CONSEQUENCES RELATING TO THE MERGER AND IS NOT TAX ADVICE. THEREFORE, COMMON STOCKHOLDERS ARE STRONGLY URGED TO CONSULT THEIR TAX ADVISORS AS TO THE SPECIFIC TAX CONSEQUENCES TO THEM OF THE MERGER, INCLUDING THE APPLICABILITY AND EFFECT OF U.S. FEDERAL, STATE, LOCAL, NON-U.S. INCOME AND OTHER TAX LAWS IN THEIR PARTICULAR CIRCUMSTANCES.

Delisting and Deregistration of Our Common Stock

If the merger is completed, our common stock will no longer be traded on the NYSE and will be deregistered under the Exchange Act.

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THE MERGER AGREEMENT

The following summarizes the material provisions of the merger agreement. This summary does not purport to be complete and may not contain all of the information about the merger agreement that is important to you. The summary of the material terms of the merger agreement below and elsewhere in this proxy statement is qualified in its entirety by reference to the merger agreement, a copy of which is attached to this proxy statement as Exhibit A and which we incorporate by reference into this proxy statement. We recommend that you read the merger agreement attached to this proxy statement as Exhibit A carefully and in its entirety, as the rights and obligations of the parties are governed by the express terms of the merger agreement and not by this summary or any other information contained in this proxy statement.

The merger agreement contains representations and warranties made by, and to, us, Parent and Merger Sub. These representations and warranties, which are set forth in the copy of the merger agreement attached to this proxy statement as Exhibit A, were made for the purposes of negotiating and entering into the merger agreement between the parties, or may have been used for the purpose of allocating risk between the parties instead of establishing such matters as facts. In addition, these representations and warranties may be subject to important qualifications and limitations agreed to by the parties in connection with negotiating the terms of the merger agreement, were made as of specified dates, and may be subject to standards of materiality different from what may be viewed as material to our stockholders. Moreover, information concerning the subject matter of the representations and warranties, which do not purport to be accurate as of the date of this proxy statement, may have changed since the date of the merger agreement and subsequent developments or new information qualifying a representation or warranty may have been included in this proxy statement. You should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or conditions of us or our affiliates.

The Merger

Pursuant to the merger agreement, on the closing date, the Company will be merged with and into Merger Sub, and the separate existence of the Company will cease. Merger Sub will continue as the Surviving Entity in the merger. At the merger effective time, all the properties, rights, privileges, powers and franchises of the Company and Merger Sub will vest in the Surviving Entity, and all debts, liabilities, duties and obligations of the Company and Merger Sub will become the debts, liabilities, duties and obligations of the Surviving Entity. Following the completion of the merger, shares of our common stock will no longer be traded on the NYSE and will be deregistered under the Exchange Act.

Effective Time; Closing Date

The closing of the merger will take place as soon as practicable (and in any event, within three business days) following the satisfaction or, to the extent permitted by applicable law, waiver of the conditions to the merger described below in the section entitled “—Conditions to the Merger” (other than those conditions that by their terms are to be satisfied at the closing, but subject to the satisfaction or, to the extent permitted by applicable law, waiver of such conditions) or at such date and time as may be agreed to in writing by us and Parent; provided, that, unless otherwise agreed in writing by Parent, the closing will not take place prior to February 1, 2023.

On the closing date, we and Merger Sub will cause articles of merger to be executed and filed with the State Department of Assessments and Taxation of the State of Maryland and cause a certificate of merger to be executed, acknowledged and filed with the Delaware Secretary of State. The merger will become effective upon the later of the acceptance for record of the articles of merger by the State Department of Assessments and Taxation of Maryland, the filing of the certificate of merger with the Delaware Secretary of State or such other date and time as may be agreed between the parties to the merger agreement and specified in the articles of merger and certificate of merger.

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Organizational Documents

At the merger effective time, unless otherwise jointly determined by us and Parent prior to the merger effective time, the name of the Surviving Entity will be “STORE Capital LLC,” the certificate of formation and operating agreement of Merger Sub, as in effect immediately prior to the merger effective time (except to the extent amended by the certificate of merger to change the name of Merger Sub), will be the certificate of formation and the operating agreement, respectively, of the Surviving Entity, until, subject to the terms of the merger agreement, amended in accordance with applicable law.

Directors and Officers

From and after the merger effective time, until successors are duly elected or appointed and qualified in accordance with applicable law, (1) Parent will be the sole member of the Surviving Entity entitled to such rights, duties and obligations as are more fully set forth in the operating agreement of the Surviving Entity and (2) the officers of the Company immediately prior to the merger effective time will be the initial officers of the Surviving Entity.

Treatment of Common Stock, Restricted Stock and Performance Units

Common Stock

At the merger effective time, each share of our common stock issued and outstanding immediately prior to the merger effective time (other than excluded stock) will be automatically cancelled and converted into the right to receive an amount in cash equal to the merger consideration, without interest. Each share of excluded stock issued and outstanding immediately prior to the merger effective time will be cancelled and retired and will cease to exist, and no consideration will be paid, nor will any right inure or be made with respect thereto in connection with or as a consequence of the merger. If we declare and pay a dividend to holders of shares of our common stock to maintain our qualification as a REIT under the Code or to avoid the incurrence of income or excise taxes under the Code, in each case, as permitted under the merger agreement, the merger consideration will be decreased by an amount equal to the per share amount of such dividend.

Restricted Stock

Effective immediately prior to the merger effective time, each outstanding award of restricted stock granted pursuant to the Equity Incentive Plan will automatically become fully vested and all restrictions and repurchase rights thereon will lapse, and thereafter all shares of our common stock represented thereby will be considered outstanding for all purposes under the merger agreement and subject to the right to receive an amount in cash equal to the merger consideration, less required withholding taxes.

Performance Units

Effective immediately prior to the merger effective time, outstanding awards of performance units granted pursuant to the Equity Incentive Plan will automatically become earned and vested , as further described above in the sections entitled “The Merger—Interests of Our Directors and Executive Officers in the Merger” and “—Quantification of Potential Payments and Benefits,” and thereafter will be cancelled and, in exchange therefor, each holder of any such cancelled vested performance units will cease to have any rights with respect thereto, except the right to receive as of the merger effective time, in consideration for the cancellation of such vested performance unit and in settlement therefor, an amount in cash equal to the product of (1) the merger consideration and (2) the number of so-determined earned performance shares subject to such vested performance units, without interest, less required withholding taxes. In addition, on the closing date, we will pay each holder of performance units an amount equivalent to all cash dividends that would have been paid on the number of so-determined earned shares of our common stock subject to such performance units as if they had been issued and outstanding from the date of grant up to, and including, the merger effective time, less required withholding taxes.

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No Further Ownership Rights

The merger consideration paid upon surrender of any certificates (or automatically in the case of book-entry shares of common stock) will be deemed to have been paid in full satisfaction of all rights pertaining to such certificates. From and after the merger effective time, the holders of shares of our common stock outstanding immediately prior to the merger effective time will cease to have any rights with respect to such shares of common stock, except as otherwise provided for in the merger agreement or by applicable law.

Payment Procedures

Prior to the merger effective time, Parent will deposit, or cause to be deposited, with an exchange agent reasonably acceptable to us, cash in an amount sufficient in the aggregate to enable the exchange agent to make payments of the merger consideration to holders of shares of our common stock outstanding immediately prior to the merger effective time. At the merger effective time, Parent and/or Merger Sub will deposit with the Surviving Entity cash in the amount necessary, together with the other funds of the Surviving Entity, to make the payments to the holders of restricted stock and performance units, other than payments in respect of accrued and unpaid cash dividends to the holders of performance units, and Parent will cause the Surviving Entity to make such payments through the Surviving Entity’s payroll within five business days after the merger effective time, or at such later time as necessary to avoid a violation and/or adverse tax consequences under Section 409A of the Code.

Within five business days after the merger effective time, Parent and the Surviving Entity will cause the exchange agent to, in accordance with, and as required by the exchange agent’s customary procedures, mail to each holder of record of certificates that, immediately prior to the merger effective time, represented outstanding shares of our common stock, whose shares of common stock were converted into the right to receive or be exchanged for the merger consideration, a form of letter of transmittal and instructions for use in effecting the surrender of certificates previously representing such shares of common stock in exchange for payment therefor. Upon surrender to the exchange agent of such certificates (or an affidavit of loss in lieu of a certificate as described below), together with a properly executed letter of transmittal, the holder of such certificates will promptly receive in exchange therefor the amount of cash to which such holder (or transferee) is entitled pursuant to the merger agreement. Exchange of book-entry shares or book-entry units representing shares of our common stock will be effected in accordance with the exchange agent’s customary procedures with respect to securities represented by book entry.

If any certificate has been lost, stolen or destroyed, then, upon the making of an affidavit of that fact by the person claiming such certificate to be lost, stolen or destroyed, to the reasonable satisfaction of Parent and the exchange agent and the taking of such actions as may be reasonably requested by the exchange agent, including, if required by the Surviving Entity or the exchange agent, the posting by such person of a bond in customary amount as indemnity against any claim that may be made with respect to such certificates, the merger consideration, as applicable, payable in respect thereof pursuant to the merger agreement, the exchange agent will pay in exchange for such lost, stolen or destroyed certificate the cash amount payable in respect thereof pursuant to the merger agreement.

Each of Parent, the Company, Merger Sub, the Surviving Entity, any affiliate thereof and the exchange agent will be entitled to deduct and withhold, or cause to be deducted and withheld, from any amounts otherwise payable pursuant to the merger agreement to any person such amount as it is required to deduct and withhold with respect to the making of such payment under the Code, and the rules and Treasury Regulations promulgated thereunder, or any provision of state, local or foreign tax law, and such amounts so deducted and withheld will be treated as having been paid to the person in respect of which such deduction and withholding was made.

As of the merger effective time, our stock transfer books will be closed and thereafter there will be no further registration of transfers of any shares of our common stock outstanding immediately prior to the merger

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effective time on our records. If, after the merger effective time, certificates representing such shares of common stock are presented to the Surviving Entity for transfer, they will be cancelled and exchanged as provided in the merger agreement.

On or after the first anniversary of the merger effective time, the Surviving Entity will be entitled to cause the exchange agent to deliver to the Surviving Entity any funds made available by Parent to the exchange agent which have not been disbursed to holders of certificates, and thereafter such holders will be entitled to look to Parent and the Surviving Entity with respect to the cash amounts payable upon surrender of their certificates. Neither the exchange agent nor the Surviving Entity will be liable to any holder of a certificate for any amount properly paid to a public official pursuant to any applicable abandoned property or escheat law. Any amounts remaining unclaimed by holders of the certificates, book-entry shares or book-entry units immediately prior to the time at which such amounts would otherwise escheat to, or become the property of, any governmental entity will, to the extent permitted by applicable law, become the property of the Surviving Entity, free and clear of any claims or interest of any such holders or their successors, assigns or personal representatives previously entitled thereto.

Representations and Warranties

We have made customary representations and warranties in the merger agreement that are subject, in some cases, to specified exceptions and qualifications contained in the merger agreement or in the disclosure schedules delivered in connection therewith. These representations and warranties relate to, among other things:

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Many of our representations and warranties are qualified by the concept of a “material adverse effect.” Under the merger agreement, a “material adverse effect” means, with respect to us, any effect, change, event, occurrence, circumstance or development that, individually or taken together with all other effects, changes, events, occurrences, circumstances or developments that have occurred prior to the date of determination, (1) has had or would reasonably be expected to have a material adverse effect on the business, financial condition, assets, properties or results of operations of us and our subsidiaries, taken as a whole or (2) does or would reasonably be expected to prevent or materially impair our ability to timely consummate the merger prior to March 31, 2023; provided, that, for purposes of clause (1), in no event will any of the following, alone or in combination, or any effect, change, event, occurrence, circumstance or development to the extent any of the foregoing results from any of the following, be taken into account in determining whether a material adverse effect will have occurred:

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provided, that, in each of the exceptions set forth in the third, fourth, fifth, sixth, seventh, tenth and eleventh bullets above, such effects, changes, events, occurrences, circumstances or developments referred to therein may be taken into account to the extent that we are disproportionately affected relative to other companies in the industry in which we and our subsidiaries operate, in which case only the incremental disproportionate impact or impacts may be taken into account in determining whether or not there has been a material adverse effect.

The merger agreement also contains customary representations and warranties made, jointly and severally, by Parent and Merger Sub that are subject, in some cases, to specified exceptions and qualifications contained in the merger agreement or in the disclosure schedules delivered in connection therewith. These representations and warranties relate to, among other things:

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The representations and warranties of each of the parties to the merger agreement will expire upon the closing of the merger.

Conduct of Our Business Pending the Merger

Under the merger agreement, we have each agreed that, subject to certain exceptions in the merger agreement and the disclosure schedules delivered in connection therewith, from and after the date of the merger agreement until the earlier of the merger effective time or termination of the merger agreement we will, and will cause our subsidiaries to:

We have also each agreed that, subject to certain exceptions in the merger agreement and the disclosure schedules delivered in connection therewith, from the date of the merger agreement until the earlier of the merger effective time or termination of the merger agreement, we will not, and will not permit any of our subsidiaries to, do any of the following, among other things, without the prior written consent of Parent (which consent will not be unreasonably withheld, conditioned or delayed):

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Notwithstanding the foregoing, we and our subsidiaries will not be restricted from, or require the consent of Parent prior to, engaging in any transaction or entering into any agreement exclusively among us and our subsidiaries.

Acquisition Proposals and Obligations of the Board of Directors with Respect to its Recommendation

The “Go-Shop” Period: Solicitation of Acquisition Proposals

Until 11:59 p.m., Eastern time, on the no-shop period start date, we had the right to:

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Within one business day after the no-shop period start date, we were required to:

Promptly after the no-shop period start date (and, in any event, within 24 hours thereafter), we were required to:

provided, that we will not be required to take any such action in respect of any excluded party unless and until such person or group ceases to be an excluded party (in which case all references in this sentence to the no-shop period start date will be read as the date on which such person or group ceases to be an excluded party); Excluded Party). Any person or group of persons will immediately cease to be an excluded party upon the earliest to occur of the following: (1) the acquisition proposal made by such person or group of persons prior to the no-shop period start date expires, is withdrawn or is terminated (it being understood that any amendment, modification or replacement of such acquisition proposal will not, in and of itself, be deemed a withdrawal, termination or expiration of such acquisition proposal); (2) in the case of a group, if the persons in such group, as of the time the group submitted the qualified proposal that most recently rendered such group an excluded party, cease to constitute in the aggregate at least 75% of the equity financing (measured by voting power or value) of such group, unless the remainder of such equity financing is to be provided by persons who were themselves in a group of persons that was an excluded party prior to the no-shop period start date; (3) such acquisition proposal, in the good faith determination of our board of directors (after consultation with its outside legal counsel and financial advisors) no longer constitutes or would no longer reasonably be expected to lead to a superior proposal; and (4) the cut-off time.

For purposes of the merger agreement:

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The “No-Shop” Period: No Solicitation of Acquisition Proposals

From and after the no-shop period start date, we have agreed that, except as permitted for any excluded party (for so long as such person or group is an excluded party) or as permitted pursuant to certain exceptions described below, we will, and will cause each of our subsidiaries to, and will direct our and their respective representatives to, immediately cease any solicitations, discussions, negotiations or communications with any person that may be ongoing with respect to any acquisition proposal.

We have further agreed that, except as permitted for any excluded party (for so long as such person or group is an excluded party) or as permitted pursuant to certain exceptions described below, from and after the no-shop period start date, we will not, and will cause each of our subsidiaries not to, and will not authorize our or our subsidiaries respective representatives to:

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At any time on or after the no-shop period start date and prior to obtaining the stockholder approval, in response to a bona fide written acquisition proposal by a third party (including any person or group of persons who has ceased to be an excluded party, after such person or group of persons has ceased to be an excluded party, and such acquisition proposal will not be deemed to be solicited by reason of the fact that such person or group of persons was solicited while an excluded party) made after the date of the merger agreement and that did not result in whole or in part from a breach of our obligations described in this section, we and our subsidiaries may, directly or indirectly, through any of our representatives (1) correspond in writing with any person making such a written acquisition proposal to request clarification of the terms and conditions thereof so as to determine whether such acquisition proposal constitutes or could reasonably be expected to lead to a superior proposal, and (2) if, after obtaining any such written clarifications, our board of directors determines in good faith after consultation with its independent financial advisors and outside legal counsel, that such acquisition proposal (if consummated in accordance with its terms) either constitutes a superior proposal or could reasonably be expected to lead to a superior proposal, (a) engage in, enter into or otherwise participate in discussions or negotiations with such third party (and such third party’s representatives, including potential financing sources) with respect to the acquisition proposal and (b) furnish non-public information to such third party (and such third party’s representatives, including potential financing sources) making such acquisition proposal; provided, however, that:

From and after the no-shop period start date, if we receive an acquisition proposal or acquisition inquiry, then we will:

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Obligations of the Board of Directors with Respect to its Recommendation

Except in the circumstances and pursuant to the procedures described below, neither our board of directors nor any committee thereof will:

We refer to any action in the first six bullets above as a “change in recommendation.”

At any time prior to obtaining the stockholder approval, our board of directors may make a change in recommendation if an intervening event (as defined below) has occurred and our board of directors (or an authorized committee thereof) determines in good faith, after consultation with our outside legal counsel and financial advisors, that the failure to make a change in recommendation would be inconsistent with the duties of our board of directors under applicable law. In addition, at any time prior to obtaining the stockholder approval, if we have not breached certain obligations under the merger agreement (other than, in the case of certain obligations, any breach that has a de minimis effect), our board of directors may make a change in recommendation and/or terminate the merger agreement to enter into a definitive agreement providing for the

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implementation of a superior proposal in response to (1) after the date of the merger agreement and prior to the cut-off time, an acquisition proposal from an excluded party or (2) after the no-shop period start date, an unsolicited bona fide written acquisition proposal that, in each case of clauses (1) and (2), our board of directors (or an authorized committee thereof) determines in good faith, after consultation with our outside legal counsel and financial advisors, constitutes a superior proposal and that, in light of such acquisition proposal, a failure to make a change in recommendation and/or to cause us to terminate the merger agreement would be inconsistent with the duties of our board of directors under applicable law, after having complied (other than any non-compliance that has a de minimis effect) with, and giving effect to all of the adjustments which may be offered by Parent pursuant to the merger agreement, and such acquisition proposal is not withdrawn.

Our board of directors may make a change in recommendation and/or terminate the merger agreement in accordance with the foregoing paragraph if:

For purposes of the merger agreement, “intervening event” means any material change in circumstances that, in each case, occurred or arose after the date hereof that materially affects the business, assets or operations of us and our subsidiaries, taken as a whole, which (1) was not known to or reasonably foreseeable by, or, if known, the material consequences of which were not known to or reasonably foreseeable by, our board of directors prior to the execution of the merger agreement and (2) becomes known to our board of directors prior to the stockholder approval; provided, however, that none of the following will constitute, or be considered in determining whether there has been, an intervening event: (a) the receipt of, or the existence or terms of, an acquisition proposal or acquisition inquiry or any matter relating thereto or consequence thereof; (b) any matter relating to the Parent Parties, the Sponsors or their respective affiliates; or (c) the fact that, in and of itself, we meet or exceed any internal or public projections or forecasts or estimates of revenues, earnings or other financial results for any period (provided, that the underlying causes thereof will not be excluded by this clause (c)).

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Any amendment to the financial terms or any other material amendment of such a superior proposal will require a new notice of change in recommendation, and we will be required to comply again with the requirements described above; provided, however, that the notice of change period will be reduced to three business days following receipt by Parent of any such new notice of change in recommendation and ending at 11:59 p.m., Eastern time, on such third business day.

Nothing contained in the merger agreement prohibits us, our board of directors or our representatives from:

provided, however, that in the case of each of the three bullets above, (1) our board of directors will not make any change in recommendation except in accordance with the provisions of the merger agreement and (2) any such statement or disclosure made by our board of directors (or a committee thereof) pursuant to any of the foregoing three bullets will be subject to the terms and conditions of the merger agreement and nothing in the foregoing three bullets will be deemed to permit us or our board of directors (or an authorized committee thereof) to effect a change in recommendation.

Stockholders’ Meeting

Under the merger agreement, we are required, as promptly as reasonably practicable upon the earlier of (1) receiving notification that the SEC is not reviewing the preliminary proxy statement and (2) the conclusion of any SEC review of the preliminary proxy statement, in accordance with applicable law and our organizational documents, to duly set a record date for, call, give notice of, convene and hold a special meeting of our stockholders for the purpose of obtaining the stockholder approval. We may postpone or adjourn the special meeting after consultation with Parent:

provided, that, in the case of the second, third and fourth bullets above, without the written consent of Parent, in no event will the special meeting (as so postponed or adjourned) be held on a date later than the earlier of

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(a) 30 days after the date on which the special meeting was originally scheduled (and in the case of the third bullet above, excluding any adjournments or postponements required by applicable law) and (b) 120 days after the original record date for the special meeting.

Unless our board of directors (or any committee thereof) has withdrawn its recommendation to stockholders to approve the merger, we will, through our board of directors, recommend to holders of our common stock that they vote in favor of the merger, so that we may obtain the stockholder approval. We will use commercially reasonable efforts to solicit the stockholder approval (including by soliciting proxies from the holders of our common stock and taking all other action necessary or advisable to secure the stockholder approval).

We will keep Parent reasonably informed with respect to proxy solicitation results as reasonably requested by Parent. Unless the merger agreement is terminated:

Agreement to Take Certain Actions; CFIUS Approval

Each party to the merger agreement has agreed to:

Except as set forth in the merger agreement, without the prior written consent of Parent, we will not pay any fee, penalty or other consideration, make any commitment or incur any liability to any person for any consent or approval in connection with the transactions contemplated by the merger agreement. None of the Parent Parties or any of their affiliates will be required to pay any fee, penalty or other consideration, make any commitment or incur any liability to any person for any consent or approval in connection with the transactions contemplated by the merger agreement; provided, however, that Parent will pay all filing fees payable in connection with obtaining the CFIUS approval. In the event that any party fails to obtain any such consent or approval, the parties to the merger agreement will use commercially reasonable efforts to minimize any adverse effect upon us and Parent and our respective affiliates and businesses that results, or which would reasonably be expected to result, after the merger effective time, from the failure to obtain such consent.

Subject to certain exceptions set forth in the merger agreement, nothing in the merger agreement will require the Parent Parties, the Sponsors or any of their respective affiliates to: (1) enter into any agreement or undertaking that requires the holding of direct or indirect equity interests of the Company through proxy holders or in a voting trust; (2) diminish in any material respect the scope of Parent’s information rights with respect to the Company (other than with respect to identified matters of national security); (3) otherwise take or commit to take any actions that would reasonably be expected to materially and adversely (a) affect one or more of the businesses, product lines or assets of Parent, its subsidiaries, the Sponsors or their respective affiliates (other than us and our subsidiaries) or (b) limit the ability of Parent, its subsidiaries, the Sponsors or their respective

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affiliates (other than the us and our subsidiaries) to retain, one or more of their businesses, product lines or assets; (4) implement internal controls, compliance programs or other similar processes with respect to Parent’s, the Sponsors’ or their respective affiliates’ respective business beyond its investment in us (including any portfolio company); or (5) commence or participate in any action, suit or other legal proceeding (other than regulatory proceedings with respect to the CFIUS approval). In addition, in connection with seeking the CFIUS approval, in no event will either Sponsor or its affiliates be required to provide to any governmental entity any material non-public information with respect to itself or its affiliates or material non-public information with respect to its and its affiliates’ portfolio holdings (including whether or not any such holdings exist), other than material non-public information (i) required to be provided to CFIUS under the DPA or customarily requested by any such governmental entity as part of seeking and obtaining approvals from CFIUS and (ii) which either Sponsor has previously provided in connection with seeking and obtaining prior approvals from CFIUS; provided, however, that, to the extent that any governmental entity requests any material non-public information with respect to either Sponsor or its affiliates that is not required to be provided pursuant to this sentence, Parent will cause such Sponsor to use its reasonable best efforts within the constraints imposed on it and its affiliates by applicable law and its and its affiliates’ organizational documents and consistent with its and its affiliates’ internal policies and past practices, to provide such information and, in the absence of being able to provide such information, to enter into good faith discussions with us and the governmental entity to provide other information, within the constraints imposed on it and its affiliates by applicable law and its and its affiliates’ organizational documents and consistent with its and its affiliates’ internal policies and past practices, that attempts to address the topics of inquiry then being made by such governmental entity.

In connection with obtaining the CFIUS approval in accordance with the DPA, the parties will use reasonable best efforts to: (1) submit, or cause to be submitted, to CFIUS a draft joint voluntary notice as promptly as practicable (and in no event later than the date that is 15 business days after the date of the merger agreement); (2) provide any information requested by CFIUS or any other governmental entity in connection with the CFIUS review or investigation of the merger and the other transactions contemplated by the merger agreement within the timeframes set forth in the DPA; and (3) submit, or cause to be submitted, to CFIUS a final joint voluntary notice as promptly as practicable following the date that CFIUS provides comments to the draft notice. In addition, the Parent Parties will cooperate in good faith with CFIUS and use their reasonable best efforts to undertake promptly any and all actions necessary or advisable to avoid, prevent, eliminate or remove the actual or threatened commencement of any legal proceeding, the issuance of any order, or any other action, by or on behalf of CFIUS that would delay, enjoin, prevent, restrain or otherwise prohibit the consummation of the merger or the other transactions contemplated by the merger agreement, including by (a) proffering and consenting and/or agreeing to an order or other agreement providing for the sale, divesture, license, hold separate or other disposition, contemporaneously with or subsequent to the merger effective time, of any of our or our subsidiaries’ properties and (b) promptly effecting the sale, divestiture, licensing or holding separate or other disposition of any of our or our subsidiaries’ properties, in each case, at such time as may be necessary to permit the lawful consummation of the merger and the other transactions contemplated by the merger agreement on or prior to the end date; provided, that, in no event, will the Parent Parties be required to proffer and consent and/or agree to any order or other agreement providing for such sale, divesture or other disposition to the extent that any such properties required to be so sold, divested or otherwise disposed of are, in the aggregate, subject to leases that provided, as of the end of our most recent fiscal quarter, annual base rent and interest greater than 3.0% of the our aggregate annual base rent and interest as of the end of our most recent fiscal quarter. Except as set forth above, the entry by any governmental entity in any legal proceeding of an order permitting the consummation of the merger and the other transactions contemplated by the merger agreement, but requiring any of our or our subsidiaries’ properties to be sold, divested or disposed of thereafter will not be deemed a failure to satisfy any condition specified in the merger agreement.

Subject to applicable law, each party to the merger agreement will:

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Each party to the merger agreement has the right to review in advance, and each party will consult and cooperate with the other parties and will consider in good faith the views of the other parties in connection with any analysis, appearance, presentation, memorandum, brief, argument, opinion or proposal made or submitted to any governmental entity in connection with any such request, inquiry, investigation, action or other legal proceeding. In addition, except as may be prohibited by any governmental entity or by any law, in connection with any such request, inquiry, investigation, action or other legal proceeding, each party to the merger agreement will permit authorized representatives of the other parties to be present at each meeting or conference relating to such request, inquiry, investigation, action or other legal proceeding and to have access to and be consulted in connection with any document, opinion or proposal made or submitted in writing to any governmental entity in connection with such request, inquiry, investigation, action or other legal proceeding.

In the event that any litigation or other administrative or judicial action or legal proceeding is commenced challenging the merger or any of the other transactions contemplated by the merger agreement and such litigation, action or other legal proceeding seeks, or would reasonably be expected to seek, to prevent the consummation of the merger or the other transactions contemplated by the merger agreement, the parties to the merger agreement will use reasonable best efforts to resolve any such litigation, action or other legal proceeding and each of the parties to the merger agreement will cooperate with each other and use their respective reasonable best efforts to contest any such litigation, action or other legal proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the merger or the other transactions contemplated by the merger agreement.

Employee Benefits

For a period of 12 months after the closing date, Parent will, or will cause the Surviving Entity to, provide to each of our employees who continues employment with the Surviving Entity following the merger effective time (each, a “continuing employee”) (for so long as such continuing employee remains employed with the Surviving Entity or any controlled affiliate of the Surviving Entity) with (1) a base salary and annual cash bonus opportunity that are each no less favorable than the base salary and annual cash bonus opportunity, in each case, as provided to such continuing employee immediately prior to the merger effective time and (2) other compensation and benefits (including severance benefits, paid-time off and health insurance, but excluding equity-based compensation, long-term incentive compensation, retention bonuses or payments, defined benefit pension plans, retiree health and welfare benefits and any post-termination or post-employment health benefits) that are substantially comparable, in the aggregate, to the other compensation and benefits as provided to each such continuing employee immediately prior to the merger effective time.

Parent will cause the Surviving Entity to ensure that, as of the merger effective time, each continuing employee receives full credit (for purposes of eligibility, vesting and entitlement to benefits) for service with us or our subsidiaries (or predecessor employers to the extent we provide such past service credit) under the comparable employee benefit plans, programs and policies of the Surviving Entity and any of its controlled affiliates, as applicable, in which such employees became participants; provided, however, that the foregoing will not apply with respect to benefit accrual under any defined benefit pension plan or to the extent that its application would result in a duplication of benefits.

With respect to each health or welfare benefit plan maintained by the Surviving Entity or any of its controlled affiliates for the benefit of continuing employees, Parent will cause the Surviving Entity to (1) cause to

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be waived any eligibility waiting periods, any evidence of insurability requirements and the application of any pre-existing condition limitations under such plan and (2) cause each continuing employee to be given credit under such plan for all amounts paid by such continuing employee under any similar benefit plan for the plan year that includes the merger effective time for purposes of applying deductibles, co-payments and out-of-pocket maximums as though such amounts had been paid in accordance with the terms and conditions of the plans maintained by the Surviving Entity or any of its controlled affiliates, as applicable, for the plan year in which the merger effective time occurs.

From and after the closing date, Parent will cause the Surviving Entity and its controlled affiliates to honor in accordance with its terms, each employee benefit plan (other than any equity-based plan) and each other existing (as of immediately prior to the merger effective time) employment, bonus, change in control, retention, severance and termination protection plan, policy or agreement of or between us or our subsidiaries and any current or former officer, director or employee, in each case in accordance with the terms of the merger agreement and the disclosure schedules delivered in connection therewith. Parent acknowledges and agrees that the transactions contemplated by the merger agreement constitute a “change in control” for purposes of each of our benefit plans that uses such term or a similar term, including, without limitation, certain specified employment agreements.

Financing

Each of Parent and Merger Sub will use, and will cause their respective affiliates to use, reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to arrange and obtain the initial proceeds of the equity financing and the debt financing at or prior to the closing of the merger on the terms and subject to the conditions set forth in the equity commitment letters and the debt commitment letter (including any “flex” provisions), respectively, including using, and causing their respective affiliates to use, reasonable best efforts to execute and deliver all such documents and instruments as may be reasonably required thereunder and to:

Parent will be fully responsible for the equity financing and will use reasonable best efforts to take (or cause to be taken) all actions, and do (or cause to be done) all things necessary, proper or advisable to obtain the equity financing, including using reasonable best efforts to take all actions necessary to (1) comply with the terms of and maintain in effect the equity commitment letters, (2) satisfy on a timely basis all conditions and obligations in the equity commitment letters, and (3) consummate and fund the equity financing at or prior to the closing of the merger. Parent further agrees that it shall take (or cause to be taken) all actions and do (or cause to be done) all things necessary, proper or advisable to fully enforce its rights (including through litigation) under the equity commitment letters.

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Parent acknowledges and agrees that neither the obtaining of the equity or debt financing or any alternative financing is a condition to the consummation of the merger.

Financing Cooperation

Prior to the closing date, we will use our reasonable best efforts to provide, and will cause each of our subsidiaries and representatives to use its reasonable best efforts to provide, to Parent and Merger Sub, in each case at Parent’s sole expense, all cooperation reasonably requested by Parent and customary in connection with the debt financing, the assumption or continuance after the closing date of any indebtedness (including unfunded commitments in respect thereof) of us or our subsidiaries, including with respect to obtaining the Noteholder Consent and Rating Condition (as defined below) (collectively, the “assumption transactions”), and other financing or refinancing transactions, including using reasonable best efforts to: