May 23, 2022

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Taste the Home & Environment

WATERMARK LODGING Have faith in TO BE Obtained BY BROOKFIELD Genuine ESTATE Money

$3.8 Billion All-Cash Transaction Supplies Liquidity for Watermark Lodging Have faith in Stockholders

CHICAGO, May perhaps 6, 2022 /PRNewswire/ — Watermark Lodging Trust, Inc. (“Watermark,” “WLT” or the “Company”) declared currently that it has entered into a definitive agreement with personal true estate funds managed by Brookfield (“Brookfield“), below which Brookfield will purchase all of the exceptional shares of popular stock of Watermark for $6.768 for every Course A share and $6.699 per Class T share in an all-cash transaction valued at $3.8 billion, such as the assumption of debt and favored fairness. The obtain price tag represents a top quality of in excess of 7.5% from the most just lately posted Web Asset Values for each share as of December 31, 2021, of $6.29 for every Class A share and $6.22 per Class T share.

Watermark Lodging Belief (PRNewsfoto/Watermark Lodging Belief)

The Watermark portfolio, built over a decade of investing and intense asset administration, is comprised of significant-excellent lodging assets consisting of 25 properties totaling more than 8,100 rooms. These luxurious and higher upscale assets are situated in travel-to leisure destinations and gateway city cities across 14 states with a large concentration in the Sunlight Belt location.

“We are extremely delighted to access this arrangement with Brookfield, as it achieves our longer-phrase goal of a liquidity party, while furnishing our stockholders with an rapid and certain funds value,” said Michael Medzigian, Chairman and CEO of Watermark. “The transaction’s premium to our most lately posted Internet Asset Values for every share represents the sturdy execution of our entire staff who have shown the means to locate innovative alternatives to deal with the issues brought on by the COVID-19 pandemic. I would like to thank the associates of our Watermark group, across all features, for their determination and tricky do the job more than the previous various a long time.”

“Motels and resorts of this scale and quality are tough to replicate,” explained Lowell Baron, Running Husband or wife and Chief Investment Officer in Brookfield’s Serious Estate Group. “This portfolio is nicely positioned presented its concentration in superior barrier to entry coastal places, gateway towns and the sunbelt.”

Completion of the transaction is matter to particular closing circumstances, such as the acceptance of Watermark’s stockholders. The proposed transaction has been unanimously accredited by the Watermark Board of Administrators and is predicted to near in the fourth quarter of 2022.

Advisors
Morgan Stanley & Co. LLC is serving as special economic advisor to the Enterprise, Hodges Ward Elliott is serving as genuine estate advisor to the Corporation and Clifford Possibility US LLP and Paul Hastings LLP are acting as legal counsel. Fried Frank Harris Shriver & Jacobson LLP is performing as legal counsel to Brookfield, and Citigroup, Bank of The usa, JP Morgan, and Wells Fargo are performing as economical advisors and delivering financing for the transaction.

Watermark Lodging Have confidence in
Watermark Lodging Rely on, Inc. is a publicly registered, self-managed, non-traded genuine estate financial investment belief (REIT) that invests in, manages and seeks to improve the worth of passions in lodging and lodging-connected attributes. Over the earlier 10 years, Watermark and its predecessor corporations (Carey Watermark Buyers Inc., Carey Watermark Buyers 2 Inc. and Watermark Funds Companions, LLC) have been among the most significant and most lively buyers in the lodging sector creating a portfolio of higher-top quality belongings in substantial barrier to entry and expansion marketplaces. www.watermarklodging.com

Brookfield Asset Administration
Brookfield is a leading worldwide alternate asset supervisor with about $700 billion of belongings less than management throughout genuine estate, infrastructure, renewable ability and transition, non-public equity, and credit. Brookfield owns and operates extended-existence property and businesses, lots of of which type the backbone of the global economy. Utilizing its worldwide attain, access to massive-scale money and operational expertise, Brookfield offers a array of alternative investment decision goods to traders about the world—including public and personal pension strategies, endowments and foundations, sovereign wealth resources, money establishments, coverage businesses and private wealth investors. Brookfield is mentioned on the New York and Toronto stock exchanges below the image BAM and BAM.A respectively.
www.brookfield.com

Additional Data and Where by to Locate It
This interaction relates to the proposed merger transaction involving the Enterprise. In link with the proposed merger, the Company will file appropriate products with the Securities and Trade Fee (the “SEC”), which include a proxy statement on Routine 14A (the “Proxy Statement”). This interaction is not a substitute for the Proxy Statement or for any other document that the Enterprise may possibly file with the SEC and send to the Company’s stockholders in relationship with the proposed transaction. Investors AND Security HOLDERS OF THE Enterprise ARE URGED TO Browse THE PROXY Statement AND OTHER Paperwork Filed WITH THE SEC Diligently AND IN THEIR ENTIRETY WHEN THEY Develop into Available For the reason that THEY WILL Include Critical Details ABOUT THE PROPOSED TRANSACTION. Investors and stability holders will be in a position to get hold of no cost copies of the Proxy Assertion and other files filed by the Enterprise with the SEC by means of the web page taken care of by the SEC at http://www.sec.gov. Copies of the documents filed by the Firm with the SEC will be accessible free of charge of cost on the Firm’s web site at www.watermarklodging.com or by calling the Company’s Trader Relations Department at (855) WLT REIT (958-7348).

Individuals in the Solicitation
The Business and its directors and govt officers may perhaps be considered individuals in the solicitation of proxies with regard to the proposed transaction below the regulations of the SEC. Information and facts about the directors and executive officers of the Company is established forth in its Yearly Report on Sort 10-K/A for the year finished December 31, 2021, which was filed with the SEC on April 27, 2022 and subsequent paperwork submitted with the SEC. Supplemental details relating to the contributors in the proxy solicitation and a description of their immediate and oblique pursuits, by security holdings or in any other case, will also be bundled in the Proxy Assertion and other relevant products to be submitted with the SEC when they become out there. Traders must read through the Proxy Statement carefully when it becomes available just before generating any voting or financial investment decisions.

Forward-Wanting Statements
The ahead-on the lookout statements contained in this conversation, which include statements concerning the proposed merger transaction and the timing and gains of these types of transaction, are subject to several risks and uncertainties. Though the Organization believes the anticipations mirrored in any ahead-searching statements contained herein are based mostly on affordable assumptions, there can be no assurance that such expectations will be obtained. Forward-seeking statements, which are primarily based on specified assumptions and describe long run programs, strategies and anticipations of the Corporation, are typically identifiable by use of the text “consider,” “be expecting,” “intend,” “foresee,” “estimate,” “challenge,” or other related expressions. These kinds of statements include recognised and mysterious threats, uncertainties and other variables that may possibly cause the true benefits of the Corporation to differ materially from future results, general performance or achievements projected or contemplated in the ahead-hunting statements. Some of the aspects that may impact results and effects incorporate, but are not constrained to: (i) risks related with the Company’s skill to acquire the stockholder approval required to consummate the merger and the timing of the closing of the merger, like the dangers that a condition to closing would not be happy in the predicted timeframe or at all or that the closing of the merger will not take place, (ii) the outcome of any lawful proceedings that might be instituted from the get-togethers and other individuals associated to the merger arrangement, (iii) unanticipated difficulties or expenditures relating to the transaction, the response of small business companions and opponents to the announcement of the transaction, and/or likely challenges in staff retention as a outcome of the announcement and pendency of the transaction, (iv) the achievable failure of the Corporation to retain its qualification as a REIT, and (v) those people extra dangers and things mentioned in stories submitted with the SEC by the Firm from time to time, which include those people reviewed beneath the heading “Possibility Components” in the Firm’s most not too long ago submitted Once-a-year Report on Variety 10-K, as up-to-date by subsequent Quarterly Studies on Form 10-Q and other experiences filed with the SEC. The Firm undertakes no obligation to update or revise any ahead-hunting statements, whether or not as a outcome of new data, upcoming events or otherwise. Investors should really not spot undue reliance on ahead-looking statements.

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