SCHEDULE: Major Holders Direct Trust on Property Sale

A group of significant certificate holders has issued specific directives to the Copper Property CTL Pass Through Trust's Trustee regarding a pending property sale agreement.

Summary

• Byway 1 Corp., Pondfield 4 Corp., and Beechwood 6 Corp. (Reporting Persons) collectively beneficially own 29,266,536 Trust Certificates, representing 39.02% of Copper Property CTL Pass Through Trust as of June 30, 2025.
• This Amendment No. 1 to Schedule 13D updates their investment in the Trust Certificates, which were initially acquired on January 30, 2021, through a Plan of Reorganization for Old Copper Company, Inc.
• The Reporting Persons hold these certificates for investment purposes and intend to continuously review their investment.
• On October 6, 2025, they delivered a written direction to the Trustee, requiring consent from Majority Certificateholders for any amendments, modifications, supplements, or waivers to the Purchase and Sale Agreement (PSA) for the Trust's remaining properties.
• They also directed the Trustee not to extend any closing date for the PSA beyond the earliest termination date or take any action that would further delay the closing without Majority Certificateholders' consent.

Sentiment

Score: 7

Explanation: The filing reflects a proactive and assertive stance by significant certificate holders to protect their investment and ensure favorable execution of a key asset sale. While this indicates strong oversight, the necessity of such directives also suggests potential underlying concerns about the transaction's management or terms, preventing a higher score.

Positives

• Significant beneficial ownership (39.02%) by the Reporting Persons indicates a strong vested interest in the Trust's performance.
• Active engagement by major certificate holders to oversee and influence the terms of a critical property sale, potentially protecting and maximizing value for all certificate holders.
• The directives aim to prevent unfavorable changes or undue delays in the pending sale transaction.

Negatives

• The need for such explicit directives suggests potential concerns among major certificate holders regarding the management or terms of the pending property sale.
• Potential for disagreements or conflicts between the Reporting Persons' interests and the Trustee's or Manager's proposed actions regarding the PSA.

Risks

• Risk of the Purchase and Sale Agreement (PSA) being amended, modified, supplemented, or waived in a manner that could reduce the consideration received by the Trust without Majority Certificateholders' consent.
• Risk of extensions to the closing date for the property sale, potentially delaying the realization of proceeds for certificate holders.
• Risk of other actions that could further delay the closing under the PSA.

Future Outlook

The Reporting Persons intend to continuously review their investments in the Issuer, assess the merits, limitations, and risks of the announced pending sale transaction for the Trust's portfolio of remaining properties, and consider alternatives. They may also seek to sell or acquire additional securities and engage in communications with the Issuer, its representatives, other certificate holders, and relevant third parties regarding the Issuer's business and strategic alternatives.

Management Comments

• We directed the Trustee not to, and to direct the Manager not to, amend, modify, supplement or waive any provision of the PSA (including, without limitation, any such amendment, modification or supplement that would reduce the amount of, or change the form of, the consideration to be received by the Trust) or otherwise agree to any of the foregoing without the consent of Majority Certificateholders.
• We directed the Trustee not to, and to direct the Manager not to: (1) extend, or permit any extension of, any closing date for the sale contemplated in the PSA; (2) further extend any closing date beyond the earliest date on which the Trust is currently entitled to terminate the PSA pursuant to its terms; or (3) take any other action that would have the effect of further delaying the closing under the PSA, in all cases without the consent of Majority Certificateholders.

Industry Context

This filing pertains to a specific pass-through trust, likely established as part of a bankruptcy reorganization, focused on the disposition of a property portfolio. The actions by significant certificate holders reflect a common dynamic in such structures where investors actively monitor and influence asset sales to maximize recovery and ensure adherence to trust agreements, particularly when a major transaction is underway.

Comparison to Industry Standards

• NA

Corporate Governance

Related Party Transactions

• Spencer B. Haber (the 'Other Reporting Person') may be deemed to control each Reporting Person and therefore share beneficial ownership (and voting and dispositive power) of the Trust Certificates with the Reporting Persons.

Stakeholder Impact

• Shareholders (certificate holders) are directly impacted as the Reporting Persons' actions aim to protect and potentially maximize the value received from the pending property sale, which affects their investment returns.

Next Steps

• Reporting Persons will assess the merits, limitations, and risks of the announced pending sale transaction for the Trust's portfolio of remaining properties.
• Reporting Persons will consider alternatives to the pending sale transaction.
• Reporting Persons may seek to sell or acquire additional securities of the Issuer from time to time.
• Reporting Persons may engage in communications with the Issuer, its representatives, other certificate holders, and relevant third parties regarding the Issuer's business, properties, operations, management, capitalization, corporate structure, and/or financing alternatives.

Key Dates

Keywords

Copper Property CTL Pass Through Trust, Trust Certificates, Schedule 13D, Beneficial Ownership, Property Sale, Trust Agreement, Corporate Governance, SEC Filing