Sinatra Properties LLC entered into an definitive agreement to acquire Portfolio of Seven Apartment Properties in New Jersey from First Real Estate Investment Trust of New Jersey (OTCPK:FREV.S) for approximately $270 million on January 14, 2020. The consideration of the transaction was subjected to certain adjustments, including reductions for the amount of certain mortgage loans assumed by the Kushner Companies LLC aggregating approximately $76.8 million. The Apartment Portfolio is comprised of the following seven apartment properties: Berdan Court, Regency Club, Steuben Arms, Westwood Hills, Pierre Towers, Boulders and Station Place. The definitive purchase and sale agreement provides the Purchaser with a specified period of time to facilitate the assumption of the mortgage loans on the Pierre Towers and Berdan Court properties. Either or both of the Pierre Towers and Berdan Court properties may be removed from the Apartment Portfolio if the Purchaser does not reach an agreement with the respective lender to assume the associated mortgage loan on or prior to February 28, 2020, in which case the total purchase price will be reduced by the predetermined allocated value of such property or properties, In addition, if the ownership structure of Pierre Towers is not converted into a tenancy-in-common on or prior to February 28, 2020, then the Pierre Towers property will be excluded from the Apartment Portfolio, and the purchase price will be reduced by the predetermined allocated value of such property. Of the $266.5 million aggregate purchase price, $80.5 million is allocated to Pierre Towers, and $42.0 million is allocated to Berdan Court. On February 28, 2020, Sinatra Properties and First Real Estate Investment Trust of New Jersey amended the agreement and terminated purchase and sale agreement solely with respect to the Pierre Towers property as the Purchaser does not reach an agreement with the respective lender on or prior to February 28, 2020. Sinatra Properties will acquire remaining properties for $186 million, subject to certain other adjustments. In the event that the agreement is terminated in certain circumstances, the Trust will be required to pay the purchaser a termination fee of $3.5 million and/or reimburse the purchaser for certain out-of-pocket expenses (subject to a cap of $2 million). The closing of the sale of the Apartment Portfolio is subject to customary conditions, including the receipt of the approval of the First Real Estate Investment Trust’s shareholders, there is no financing or due diligence contingency. The Board, following the recommendation of the Special Committee of the Board, unanimously approved the sale of the Apartment Portfolio pursuant to the purchase and sale agreement and the plan of voluntary liquidation, and the First Real Estate Investment Trust plans to convene a meeting of its shareholders to approve the sale of the Apartment Portfolio and the plan of voluntary liquidation. The transaction is expected to occur in the second calendar quarter of 2020. The First Real Estate Investment Trust has estimated that the net proceeds that will be distributed to the First real Estate’s shareholders over time in connection with the plan of voluntary liquidation and the aggregate net proceeds to be distributed is subject to certain assumptions. HFF Securities L.P. acted as financial advisor to First Real Estate Investment Trust of New Jersey and Bruce Gutenplan, Steven Williams, Nathan Sawyer, Andrew Wurzburger, Lindsay Parks, Andrew Gaines and Mitch Berg of Paul, Weiss, Rifkind, Wharton & Garrison LLP acted as legal advisor to the Special Committee of First Real Estate Investment Trust of New Jersey. Alan R. Hammer of Brach Eichler L.L.C. acted as legal advisor to Kushner Companies. Sinatra Properties LLC cancelled the acquisition of Portfolio of Seven Apartment Properties in New Jersey from First Real Estate Investment Trust of New Jersey (OTCPK:FREV.S) on April 30, 2020. This is due to the occurrence of a Sinatra Properties Default, based on the Sinatra Properties' failure to perform its obligations under the Purchase and Sale Agreement. On May 6, 2020, Sinatra Properties LLC filed a complaint against First Real Estate Investment Trust of New Jersey in the Superior Court of New Jersey, in which, among other things, Sinatra Properties LLC alleges breach of contract and breach of the covenant of good faith and fair dealing against First Real Estate Investment Trust of New Jersey in connection with First Real Estate Investment Trust of New Jersey termination of the purchase and sale agreement.