0000902664-14-003738.txt : 20140903 0000902664-14-003738.hdr.sgml : 20140903 20140903170243 ACCESSION NUMBER: 0000902664-14-003738 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20140903 DATE AS OF CHANGE: 20140903 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Trade Street Residential, Inc. CENTRAL INDEX KEY: 0001299901 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 134284187 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-80238 FILM NUMBER: 141081131 BUSINESS ADDRESS: STREET 1: 19950 W. COUNTRY CLUB DRIVE STREET 2: SUITE 800 CITY: AVENTURA STATE: FL ZIP: 33180 BUSINESS PHONE: 786-248-5200 MAIL ADDRESS: STREET 1: 19950 W. COUNTRY CLUB DRIVE STREET 2: SUITE 800 CITY: AVENTURA STATE: FL ZIP: 33180 FORMER COMPANY: FORMER CONFORMED NAME: Feldman Mall Properties, Inc. DATE OF NAME CHANGE: 20040806 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Westport Capital Partners LLC CENTRAL INDEX KEY: 0001615184 IRS NUMBER: 203834766 STATE OF INCORPORATION: CT FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 40 DANBURY ROAD CITY: WILTON STATE: CT ZIP: 06897 BUSINESS PHONE: 203-429-8600 MAIL ADDRESS: STREET 1: 40 DANBURY ROAD CITY: WILTON STATE: CT ZIP: 06897 SC 13G 1 p14-1842sc13g.htm

 

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13G
 
Under the Securities Exchange Act of 1934
(Amendment No.__)*
 

Trade Street Residential, Inc.

(Name of Issuer)
 

Common Stock, par value $0.01 per share

(Title of Class of Securities)
 

89255N203

(CUSIP Number)
 

August 25, 2014

(Date of Event Which Requires Filing of This Statement)
 
 
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
¨ Rule 13d-1(b)
ý Rule 13d-1(c)
¨ Rule 13d-1(d)
 
(Page 1 of 18 Pages)

 

______________________________

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 
CUSIP No. 89255N20313GPage 2 of 18

 

1

NAME OF REPORTING PERSON

WCP Real Estate Fund III, L.P.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:		 5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

812,402

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

812,402

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

812,402

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

2.2%

12

TYPE OF REPORTING PERSON

PN

         

 

 
CUSIP No. 89255N20313GPage 3 of 18

 

1

NAME OF REPORTING PERSON

WCP Real Estate Fund III(A), L.P.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:		 5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

180,519

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

180,519

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

180,519

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

0.5%

12

TYPE OF REPORTING PERSON

PN

         

 

 
CUSIP No. 89255N20313GPage 4 of 18

 

1

NAME OF REPORTING PERSON

WCP Real Estate Fund III(C), L.P.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:		 5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

74,144

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

74,144

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

74,144

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

0.2%

12

TYPE OF REPORTING PERSON

PN

         

 

 
CUSIP No. 89255N20313GPage 5 of 18

 

1

NAME OF REPORTING PERSON

WCP Real Estate Fund IV, L.P.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:		 5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

298,541

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

298,541

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

298,541

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

0.8%

12

TYPE OF REPORTING PERSON

PN

         

 

 
CUSIP No. 89255N20313GPage 6 of 18

 

1

NAME OF REPORTING PERSON

WCP Real Estate Fund IV (ERISA), L.P.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:		 5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

37,949

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

37,949

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

37,949

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

0.1%

12

TYPE OF REPORTING PERSON

PN

         

 

 
CUSIP No. 89255N20313GPage 7 of 18

 

1

NAME OF REPORTING PERSON

Palisades Real Estate (Cayman), L.P.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

Cayman Islands

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:		 5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

119,632

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

119,632

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

119,632

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

0.3%

12

TYPE OF REPORTING PERSON

PN

         
 
CUSIP No. 89255N20313GPage 8 of 18

 

1

NAME OF REPORTING PERSON

Westport Capital Partners LLC

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

Connecticut

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:		 5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

1,860,727

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

1,860,727

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,860,727

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

5.1%

12

TYPE OF REPORTING PERSON

OO

         

 

 
CUSIP No. 89255N20313GPage 9 of 18

 

1

NAME OF REPORTING PERSON

Russel S. Bernard

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:		 5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

1,860,727

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

1,860,727

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,860,727

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

5.1%

12

TYPE OF REPORTING PERSON

IN

         
 
CUSIP No. 89255N20313GPage 10 of 18

 

1

NAME OF REPORTING PERSON

Sean F. Armstrong

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:		 5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

1,860,727

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

1,860,727

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,860,727

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

5.1%

12

TYPE OF REPORTING PERSON

IN

         
 
CUSIP No. 89255N20313GPage 11 of 18

 

1

NAME OF REPORTING PERSON

Wm. Gregory Geiger

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:		 5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

1,860,727

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

1,860,727

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,860,727

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

5.1%

12

TYPE OF REPORTING PERSON

IN

         
 
CUSIP No. 89255N20313GPage 12 of 18

 

1

NAME OF REPORTING PERSON

Marc Porosoff

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:		 5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

1,860,727

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

1,860,727

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,860,727

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

5.1%

12

TYPE OF REPORTING PERSON

IN

         

 
CUSIP No. 89255N20313GPage 13 of 18

 

Item 1(a). NAME OF ISSUER
   
  Trade Street Residential, Inc., a Maryland corporation (the "Issuer")

 

Item 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES
   
  19950 West Country Club Drive, Aventura, Florida 33180

 

Item 2(a). NAME OF PERSON FILING
   
  This Statement is filed by each of the entities and persons listed below, all of whom together are referred to herein as the "Reporting Persons":
   
  (i) WCP Real Estate Fund III, L.P., a Delaware limited partnership ("WCP III"), as to which WCP LLC (as defined below) serves as investment manager, with respect to the shares of Common Stock (as defined below) directly held by it;
     
  (ii) WCP Real Estate Fund III(A), L.P., a Delaware limited partnership ("WCP III(A)"), as to which WCP LLC  serves as investment manager, with respect to the shares of Common Stock directly held by it;
     
  (iii) WCP Real Estate Fund III(C), L.P., a Delaware limited partnership ("WCP III(C)"), as to which WCP LLC  serves as investment manager, with respect to the shares of Common Stock directly held by it;
     
  (iv) WCP Real Estate Fund IV, L.P., a Delaware limited partnership ("WCP IV"), as to which WCP LLC  serves as investment manager, with respect to the shares of Common Stock directly held by it;
     
  (v) WCP Real Estate Fund IV (ERISA), L.P., a Delaware limited partnership ("WCP IV ERISA"), as to which WCP LLC serves as investment manager, with respect to the shares of Common Stock directly held by it;
     
  (vi) Palisades Real Estate (Cayman), L.P. a Cayman Islands limited partnership ("Palisades Cayman" and together with WCP III, WCP III(A), WCP III(C), WCP IV and WCP IV(ERISA), the "WCP Funds"), as to which WCP LLC serves as investment manager, with respect to the shares of Common Stock directly held by it;
     
  (vii) Westport Capital Partners LLC, a Connecticut limited liability company ("WCP LLC"), with respect to the shares of Common Stock directly held by the WCP Funds and certain managed accounts as to which WCP LLC serves as investment manager;
     
  (viii) Russel S. Bernard, a United States citizen, as a member of the investment committee of WCP LLC, with respect to the shares of Common Stock directly held by the WCP Funds and certain managed accounts as to which WCP LLC serves as investment manager;
     
 
CUSIP No. 89255N20313GPage 14 of 18
  (ix) Sean F. Armstrong, a United States citizen, as a member of the investment committee of WCP LLC, with respect to the shares of Common Stock directly held by the WCP Funds and certain managed accounts as to which WCP LLC serves as investment manager;
     
  (x) Wm. Gregory Geiger, a United States citizen, as a member of the investment committee of WCP LLC, with respect to the shares of Common Stock directly held by the WCP Funds and certain managed accounts as to which WCP LLC serves as investment manager;
     
  (xi) Marc Porosoff, a United States citizen, as a member of the investment committee of WCP LLC, with respect to the shares of Common Stock directly held by the WCP Funds and certain managed accounts as to which WCP LLC serves as investment manager;

 

Item 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE
   
  The address of the principal business office of each of the Reporting Persons is c/o Westport Capital Partners LLC, 40 Danbury Road, Wilton, CT  06897.

 

Item 2(c). CITIZENSHIP
   
  (i) WCP III, WCP III(A), WCP III(C), WCP IV and WCP IV (ERISA) – each a Delaware limited partnership
   
  (ii) Palisades Cayman – a Cayman limited partnership
   
  (iii) WCP LLC – a Connecticut limited liability company
   
  (iv) Messrs. Russel S. Bernard, Sean F. Armstrong, Wm. Gregory Geiger and Marc Porosoff – each a United States citizen

 

Item 2(d). TITLE OF CLASS OF SECURITIES
   
  Common Stock, par value $0.01 per share (the "Common Stock")

 

Item 2(e). CUSIP NUMBER
   
  89255N203

 

Item 3. IF THIS STATEMENT IS FILED PURSUANT TO Rules 13d-1(b), OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:

 

  (a) ¨ Broker or dealer registered under Section 15 of the Act;
  (b) ¨ Bank as defined in Section 3(a)(6) of the Act;
  (c) ¨ Insurance company as defined in Section 3(a)(19) of the Act;
 
CUSIP No. 89255N20313GPage 15 of 18
  (d) ¨ Investment company registered under Section 8 of the Investment Company Act of 1940;
  (e) ¨ An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
  (f) ¨

An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);

 

  (g) ¨

A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);

 

  (h) ¨

A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;

 

  (i) ¨

A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;

 

  (j) ¨ A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J);
  (k) ¨ Group, in accordance with Rule 13d-1(b)(1)(ii)(K).

 

 

If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please

specify the type of institution: _______________________________________

 

Item 4. OWNERSHIP
   
  The percentage set forth this Schedule 13G is calculated based upon the 36,723,153 shares of Common Stock issued and outstanding as of August 8, 2014 as disclosed in the Company's Quarterly Report for the quarterly period ended June 30, 2014 on Form 10-Q filed with the Securities and Exchange Commission on August 11, 2014.
   
  The information required by Items 4(a) - (c) is set forth in Rows 5 - 11 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each Reporting Person.  
   

 

Item 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
   
  Not applicable.

 

Item 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
   
  Not applicable.

 

Item 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY OR CONTROL PERSON
   
  Not applicable.

 

 
CUSIP No. 89255N20313GPage 16 of 18

Item 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
   
  Not applicable.

 

Item 9. NOTICE OF DISSOLUTION OF GROUP
   
  Not applicable.

 

Item 10. CERTIFICATION

 

  Each of the Reporting Persons hereby makes the following certification:
   
  By signing below each Reporting Person certifies that, to the best of his or its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

 
CUSIP No. 89255N20313GPage 17 of 18

 

SIGNATURES

After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

DATE: September 3, 2014

  WCP REAL ESTATE FUND III, L.P.
  By: Westport Capital Partners LLC,
  its Investment Manager
   
  /s/ Marc Porosoff
  Name:  Marc Porosoff
  Title:    Principal and General Counsel
   
  WCP REAL ESTATE FUND III(A), L.P.
  By: Westport Capital Partners LLC,
  its Investment Manager
   
  /s/ Marc Porosoff
  Name:  Marc Porosoff
  Title:    Principal and General Counsel
   
  WCP REAL ESTATE FUND III(C), L.P.
  By: Westport Capital Partners LLC,
  its Investment Manager
   
  /s/ Marc Porosoff
  Name:  Marc Porosoff
  Title:    Principal and General Counsel
   
  WCP REAL ESTATE FUND IV, L.P.
  By: Westport Capital Partners LLC,
  its Investment Manager
   
  /s/ Marc Porosoff
  Name:  Marc Porosoff
  Title: Principal and General Counsel
   
  WCP REAL ESTATE FUND IV (ERISA), L.P.
  By: Westport Capital Partners LLC,
  its Investment Manager
   
  /s/ Marc Porosoff
  Name:  Marc Porosoff
  Title: Principal and General Counsel
 
CUSIP No. 89255N20313GPage 18 of 18
   
  PALISADES REAL ESTATE (CAYMAN), L.P.
  By: Westport Capital Partners LLC,
  its Investment Manager
   
  /s/ Marc Porosoff
  Name:  Marc Porosoff
  Title: Principal and General Counsel

   
  WESTPORT CAPITAL PARTNERS LLC
   
  /s/ Marc Porosoff
  Name:  Marc Porosoff
  Title: Principal and General Counsel
   
  /s/ Russel S. Bernard
  RUSSEL S. BERNARD
   
  /s/  Sean F. Armstrong
  SEAN F. ARMSTRONG
   
  /s/ Wm. Gregory Geiger
  WM. GREGORY GEIGER
   
  /s/  Marc Porosoff
  MARC POROSOFF

 

 EX-99 2 exhibit1.htm JOINT FILING AGREEMENT

EXHIBIT 1

JOINT FILING AGREEMENT
PURSUANT TO RULE 13d-1(k)

The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.

DATE: September 3, 2014

 

  WCP REAL ESTATE fund III, L.P.
  By: Westport Capital Partners LLC,
  its Investment Manager
   
  /s/ Marc Porosoff
  Name:  Marc Porosoff
  Title:    Principal and General Counsel
   
  WCP REAL ESTATE fund III(A), L.P.
  By: Westport Capital Partners LLC,
  its Investment Manager
   
  /s/ Marc Porosoff
  Name:  Marc Porosoff
  Title:    Principal and General Counsel
   
  WCP REAL ESTATE fund III(C), L.P.
  By: Westport Capital Partners LLC,
  its Investment Manager
   
  /s/ Marc Porosoff
  Name:  Marc Porosoff
  Title:    Principal and General Counsel
   
  WCP REAL ESTATE fund IV, L.P.
  By: Westport Capital Partners LLC,
  its Investment Manager
   
  /s/ Marc Porosoff
  Name:  Marc Porosoff
  Title:    Principal and General Counsel
   
 

 

  

  WCP REAL ESTATE FUND IV (ERISA), L.P.
  By: Westport Capital Partners LLC,
  its Investment Manager
   
  /s/ Marc Porosoff
  Name: Marc Porosoff
  Title: Principal and General Counsel
   
  PALISADES REAL ESTATE (CAYMAN), L.P.
  By: Westport Capital Partners LLC,
  its Investment Manager
   
  /s/ Marc Porosoff
  Name:  Marc Porosoff
  Title: Principal and General Counsel
   
  WESTPORT CAPITAL PARTNERS LLC
   
  /s/ Marc Porosoff
  Name:  Marc Porosoff
  Title: Principal and General Counsel
   
  /s/ Russel S. Bernard
  RUSSEL S. BERNARD
   
  /s/  Sean F. Armstrong
  SEAN F. ARMSTRONG
   
  /s/ Wm. Gregory Geiger
  WM. GREGORY GEIGER
   
  /s/  Marc Porosoff
  MARC POROSOFF