6.	Investment and Disposition Activities

2017 Transactions

Orlando, Florida – property sale – On June 29, 2017, the Liquidating Trust sold to an independent third party its office property located in Orlando, Florida for gross proceeds of $34,807,000 and received net proceeds of $62,000 after satisfaction of third party mortgage debt, closing costs and customary prorations. The liquidation value was $35,053,000 at December 31, 2016.

550-650 Corporetum, Lisle, Illinois – property sale – On July 12, 2017, the Liquidating Trust sold to an independent third party its office property known as 550-650 Corporetum for gross proceeds of $9,300,000 and received net proceeds of $7,920,000 after satisfaction of closing costs and customary prorations. The liquidation value was $8,940,000 at December 31, 2016.

Summit Pointe Apartments, Oklahoma City, Oklahoma – property sale – On August 14, 2017, the venture in which the Liquidating Trust held an 80% interest sold to an independent third party its residential property known as Summit Pointe Apartments for gross proceeds of $17,550,000. The Liquidating Trust received proceeds of $5,824,000, which represents the Liquidating Trust’s 80% share of net sale proceeds after satisfaction of third party mortgage debt, closing costs, and customary prorations. The sale price was consistent with the Liquidating Trust’s liquidation value at December 31, 2016.

Mosaic Apartments, Houston, Texas – property sale – On November 9, 2017, the venture in which the Liquidating Trust held an 83.7% interest sold to an independent third party its residential property known as Mosaic Apartments for gross proceeds of $90,500,000. The Liquidating Trust received proceeds of $37,178,000, which represents the Liquidating Trust’s 83.7% share of net sale proceeds after satisfaction of third party mortgage debt, closing costs, and customary prorations. The liquidation value was $91,200,000 at December 31, 2016.

RE CDO – loan repayment – During 2017, the Liquidating Trust received aggregate distributions of $2,118,000 from its RE CDO venture which held a 5.52% interest in mortgage loans collateralized by land located in Las Vegas, Nevada. The distributions were in connection with the sale of the underlying collateral for the loans in which RE CDO held an interest. Following the sale of the land, RE CDO was dissolved. The distributions received were consistent with the Liquidating Trust’s liquidation value at December 31, 2016.

701 Seventh Avenue, New York, New York – capital contributions – The Liquidating Trust invested an additional $5,834,000 in this venture during 2017 bringing its total invested capital in the venture to $134,336,000 at December 31, 2017. The Liquidating Trust is contractually obligated to contribute up to $137,256,000 in the aggregate to this venture. On March 2, 2018 the Liquidating Trust made an additional capital contribution of $1,667,000 bringing aggregate capital contributions to date to $136,003,000.

701 Seventh Avenue, New York, New York – contract for sale – On February 13, 2018, the venture in which the Liquidating Trust holds an indirect interest in the property located at 701 Seventh Avenue, New York, New York, entered into a purchase and sale agreement with an affiliate of a current indirect member of the venture, to sell the property for a gross sales price of $1,530,000,000. The closing is scheduled to close, if at all, no later than April 30, 2018 and is not subject to any termination rights on the part of purchaser other than a breach by the venture of their obligations under the purchase and sale agreement. The purchase and sale agreement provides that upon closing, a portion of the proceeds in excess of the amount that would return the Liquidating Trust’s capital investment plus a 12% return thereon is to be placed in escrow pending completion of the development of the property. The purchase price for the property is expected to provide net proceeds distributable to the Liquidating Trust consistent with its last reported estimated net assets in liquidation. The venture also agreed that upon closing of the sale of the property to enter into a Development Services Agreement pursuant to which the venture would complete the construction of the property for the benefit of the purchaser.

1050 Corporetum, Lisle, Illinois – foreclosure – On February 20, 2018, the property, in which the Liquidating Trust held a 60% interest, was foreclosed on as management determined that the value of the property, plus the costs to sell was less than the outstanding debt balance as of December 31, 2017. The liquidation value as of December 31, 2017 was based on the outstanding debt balance, closing costs and certain other factors related to the foreclosure and is consistent with the liquidation value at December 31, 2016.

2016 Transactions

446 Highline LLC (450 West 14^th Street), New York, New York – refinancing – On April 13, 2016 the venture in which the Liquidating Trust holds a preferred equity interest refinanced the first mortgage debt collateralized by the underlying property. In connection with the refinancing, Winthrop funded approximately $3,175,000 to the venture to cover closing costs and to fund initial escrows. Of this amount, $2,540,000 is considered to be a capital contribution and the remaining $635,000 was a loan to its venture partner. The partner loan bore interest at 12% per annum and was due on July 5, 2016. The partner loan was repaid in full in July 2016. Upon repayment of the partner loan, the venture partner has been deemed to have made a capital contribution to the venture in the amount of the partner loan.

Sullivan Center, Chicago, Illinois – sale of interest – On April 27, 2016 Winthrop sold its interests in this asset to its venture partner for aggregate gross proceeds of $95,270,000 which included the ownership interest in the mezzanine loan that was classified as a secured financing receivable for financial reporting purposes.

Lake Brandt, Greensboro, North Carolina – property sale – On May 12, 2016 Winthrop sold its residential property known as Lake Brandt Apartments for gross proceeds of $20,000,000 and received net proceeds of $6,296,000 after satisfaction of third party mortgage debt and closing costs. The liquidation value of the property was $20,000,000 at December 31, 2015.

Highgrove, Stamford, Connecticut – property sale – On May 19, 2016 the venture in which Winthrop held an 83.7% interest sold its apartment building located in Stamford, Connecticut for gross proceeds of $87,500,000. Proceeds of the sale were used to fully satisfy the $77,767,000 mortgage loan collateralized by the property and the venture’s remaining property in Houston, Texas. Exclusive of the forfeited deposits discussed below, the liquidation value of the property was $85,000,000 at December 31, 2015.

The property was previously under contract with a different purchaser which contract was terminated on January 21, 2016 due to the prospective purchaser’s inability to timely close. In accordance with the terms of that contract, the venture retained the prospective purchaser’s $5,000,000 deposit. Subsequently, the venture entered into a settlement agreement with the prospective purchaser which provided for a return of a portion of the retained deposit. In February 2016 the venture returned $1,000,000 of the previously retained deposit and, upon the sale of the property, the venture returned an additional $1,500,000 of the previously retained deposit.

Jacksonville, Florida – property sale – On June 30, 2016 Winthrop sold its warehouse property in Jacksonville, Florida for a gross sales price of $10,500,000. Winthrop provided seller financing of $8,400,000 which loan bears interest at the rate of LIBOR plus 5% with a floor of 6% and a ceiling of 8%. The loan requires monthly payments of interest only and matures on July 1, 2019. The liquidation value of the property was $11,432,000 at December 31, 2015.

Mentor Retail, Chicago, Illinois – property sale/loan satisfaction – On July 29, 2016 the venture in which Winthrop held a 49.9% interest sold the Mentor Retail property for gross proceeds of $10,450,000. During 2016 Winthrop received aggregate distributions of $3,906,000 from the venture which includes its share of operating cash flow and sale proceeds through the dissolution of the venture. The liquidation value of this investment was $2,986,000 at December 31, 2015.

In addition, in connection with the property sale Winthrop received $2,510,000 in full repayment of the Mentor Retail loan receivable plus all accrued and unpaid interest. The liquidation value of the loan receivable was $2,511,000 at December 31, 2015.

One East Erie, Chicago, Illinois – property sale – On August 11, 2016 the Liquidating Trust sold to an independent third party its office property known as One East Erie for gross proceeds of $47,900,000 and received net proceeds of $46,982,000 after payment of closing costs. The liquidation value was $53,000,000 at December 31, 2015.

Churchill, Pennsylvania – loan satisfaction – On October 5, 2016 the Liquidating Trust entered into a discounted payoff agreement with the borrower under the Churchill loan. The agreement provided for the loan, which had an outstanding principal balance of $333,000 to be fully satisfied for $100,000. The Liquidating Trust received $100,000 in full satisfaction of the loan pursuant to the terms of the agreement. The liquidation value of the loan receivable was $0 at December 31, 2015.

Poipu Shopping Village – loan satisfaction – On November 10, 2016 the Liquidating Trust received $2,741,000 in full repayment, inclusive of all accrued and unpaid interest, on the B-Note collateralized by the Poipu Shopping Village located in Koloa, Hawaii. The liquidation value of the loan receivable was $2,756,000 at December 31, 2015.

701 Seventh Avenue, New York, New York – capital contributions/refinancing – Winthrop and the Liquidating Trust invested an additional $13,013,000 in this venture during 2016 bringing its total invested capital in the venture to $128,502,000 at December 31, 2016.

On November 1, 2016 this venture refinanced a portion of its existing indebtedness with a new $510,000,000 mortgage loan and a new $255,500,000 mezzanine loan. The new loans bear interest at a blended rate of LIBOR plus 6.49% per annum with a LIBOR floor of 0.40%, require payments of interest only and mature November 9, 2018, subject to three six-month extensions. These new loans replaced the existing mortgage and mezzanine loans in the aggregate amount of $615,000,000 and which bore interest at LIBOR plus 8% per annum. The existing $200,000,000 EB-5 mezzanine loan which bears interest at 5.9% per annum remains in place.

At closing, $237,500,000 of the mortgage loan and $176,000,000 of the mezzanine loan were drawn down. At December 31, 2016 the outstanding balances on the mortgage loan, mezzanine loan and EB-5 loan were $240,041,000, $203,466,000 and $195,000,000, respectively. The remaining $326,993,000 in the aggregate is available to be drawn down to fund completion of construction of the retail and hotel development.