SCHEDULE: Haber Group Directs Copper Property Trust on Asset Sale

Spencer B. Haber and affiliated entities, holding 39.0% of Copper Property CTL Pass Through Trust certificates, have directed the Trustee regarding the pending property sale agreement.

Summary

• Spencer B. Haber, through affiliated entities (Byway 1 Corp., Pondfield 4 Corp., and Beechwood 6 Corp.), beneficially owns 29,266,536 Trust Certificates of Copper Property CTL Pass Through Trust.
• This represents 39.0% of the outstanding Trust Certificates as of June 30, 2025.
• The Trust Certificates were initially acquired on January 30, 2021, via a distribution from the Issuer in connection with a Plan of Reorganization for Old Copper Company, Inc.
• The Reporting Person and affiliated entities hold these certificates for investment purposes and will continuously review their investment.
• We intend to assess the merits, limitations, and risks of the announced pending sale transaction for the Trust's remaining properties.
• On October 6, 2025, the affiliated entities directed the Trustee not to amend or waive the Purchase and Sale Agreement (PSA) without Majority Certificateholder consent, particularly regarding consideration.
• We also directed the Trustee not to extend the PSA closing date beyond the earliest termination date without Majority Certificateholder consent.
• An affiliated investment fund sold 45,144 Trust Certificates on September 9, 2025, at $12.43 per certificate, totaling $561,140, as part of the fund's wind-down.

Sentiment

Score: 6

Explanation: The sentiment is moderately positive. While the directive to the Trustee suggests a need for oversight, it also demonstrates active engagement by a major certificate holder to protect value and prevent unfavorable changes or delays in a key transaction. The sale by an affiliated fund is a minor negative, but explained as part of a wind-down.

Positives

• Significant beneficial ownership (39.0%) by Spencer B. Haber and affiliated entities indicates a strong vested interest in the Trust's performance.
• The directive to the Trustee aims to protect certificate holders' interests by preventing unfavorable amendments or delays to the pending property sale without majority consent.

Negatives

• The directive to the Trustee suggests potential concerns regarding the management of the pending property sale, indicating a lack of full alignment or trust in the Trustee's or Manager's discretion.
• The sale of 45,144 Trust Certificates by an affiliated fund, while part of a wind-down, represents a reduction in overall exposure by a related party.

Risks

• Potential for the Trustee or Manager to amend, modify, supplement, or waive provisions of the Purchase and Sale Agreement (PSA) in a manner that could be detrimental to certificate holders if not for the directive.
• Risk of delays in the closing of the pending property sale, which could impact the timing of distributions to certificate holders.
• The ongoing assessment of the merits, limitations, and risks of the announced pending sale transaction implies uncertainty regarding its optimal outcome.

Future Outlook

The Reporting Person and affiliated entities intend to continuously review their investments in the Issuer and may acquire or dispose of additional securities based on market conditions and the Issuer's prospects. We will also assess the pending sale transaction for the Trust's remaining properties and consider alternatives.

Management Comments

• We intend to review on a continuing basis the investments in the Issuer by each of the Other Reporting Persons.
• Any acquisition or disposition of Issuer securities that each Other Reporting Person may pursue will depend on a variety of factors, including, without limitation, the price and availability of the Issuer's securities, subsequent developments affecting the Issuer, the Issuer's business and the Issuer's prospects, other investment and business opportunities available to such Other Reporting Person, general industry and economic conditions, the securities markets in general, tax considerations and other factors deemed relevant by such Other Reporting Person or by the Reporting Person.
• We intend to assess the merits, limitations and risks of the announced pending sale transaction for the Trust's portfolio of remaining properties.
• Except as described in this Schedule 13D, we do not have any present plans or proposals that relate to or would result in any of the actions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D, although we, at any time and from time to time, may review, reconsider and change our position and/or change our purpose and/or develop such plans.

Industry Context

This filing reflects a significant beneficial owner's active engagement in the governance and strategic direction of a pass-through trust, particularly concerning a major asset disposition. Such actions are common in trusts or companies undergoing significant transitions, where large shareholders seek to protect their interests and influence outcomes, especially in real estate or distressed asset contexts.

Corporate Governance

Related Party Transactions

• The sale of 45,144 Trust Certificates by an investment fund affiliated with the Other Reporting Persons on September 9, 2025, for $561,140. This was part of the fund's wind-down.

Stakeholder Impact

• Shareholders/Certificateholders: The directive to the Trustee aims to protect their interests by ensuring transparency and requiring majority consent for critical changes to the asset sale, potentially preserving or enhancing the value of their holdings.
• Trustee/Manager: Their discretion regarding the pending property sale is now constrained by the requirement for Majority Certificateholder consent for certain actions, increasing accountability.

Next Steps

• Continuing review of investments in Copper Property CTL Pass Through Trust.
• Potential acquisition or disposition of additional Trust Certificates.
• Assessment of the merits, limitations, and risks of the announced pending sale transaction for the Trust's remaining properties.
• Consideration of alternatives to the pending sale transaction.
• Ongoing engagement in communications with the Issuer, its representatives, other certificate holders, and relevant third parties regarding the Issuer's business and strategic alternatives.

Key Dates

Recommendation

The filing indicates active engagement by a significant beneficial owner (39.0%) to protect certificate holder interests in the Copper Property CTL Pass Through Trust, particularly concerning a pending asset sale. The directive to the Trustee to prevent unfavorable amendments or delays without majority consent is a positive for governance and potential value preservation. However, the underlying reason for such a strong directive suggests potential friction or concerns about the transaction's management. The sale by an affiliated fund, while explained as a wind-down, still represents a reduction in exposure. Given the active oversight and the ongoing assessment of the asset sale, a 'hold' recommendation is appropriate as investors await further developments regarding the sale and the Trust's future distributions, balancing the protective actions against underlying uncertainties.

Keywords

Copper Property CTL Pass Through Trust, Trust Certificates, Schedule 13D, Beneficial Ownership, Spencer B. Haber, Asset Sale, Real Estate Trust, SEC Filing, Investment Strategy, Corporate Governance, Shareholder Activism