CEO/President 2016 Letter to Shareholders

April 2016

Dear Fellow Shareholders:


This, our twelfth letter to shareholders is somewhat bittersweet as it will be our last formal letter to shareholders. The plan of liquidation continues apace. If we include asset sales that occurred as well as those that are currently under contract, we are nearing our goal of full liquidation. At the end of 2013, the company had interests in 114 assets which should be reduced to 14 if we are successful with our current marketing efforts before we become a liquidating trust. To date, sales proceeds from closed transactions have yielded approximately $422.9M, as compared to an estimated range of net asset values for those assets of $356.2M to $382.9M on December 31, 2013. Cash generated from sales has permitted the company to redeem its bonds and satisfy in full the liquidation distribution preference required to be paid with respect to our preferred shares. Since the adoption of the plan of liquidation, we have distributed $4.50 in cash per common share.

Among the assets currently under contract of sale are our warehouse in Jacksonville, Florida; our Lake Brandt apartment property in Greensboro, North Carolina; our facility in Churchill, Pennsylvania net leased to Westinghouse; our luxury apartment property in Stamford, Connecticut; our interests in the Sullivan Center in Chicago, Illinois; and our One East Erie multiuse office property in Chicago, Illinois. Assuming the planned asset sales and capital transactions occur as scheduled, the Company could generate upwards of $165M in cash prior to commencement of the liquidating trust in August. We intend to distribute as much of our cash as possible before commencement of the liquidating trust, subject to maintaining appropriate reserves.

Whether through luck or insight (I will always take luck), we do not believe we could have timed adoption of the plan of liquidation better. While the world is still awash in liquidity, headlines bespeak concern over excessive asset pricing. The ten year treasury may currently be below 2%, but real estate debt markets as well as other credit markets have seen widening spreads. CMBS debt markets have experienced more than a 30% decline year over year in new originations. Since real estate debt is to real estate pricing as fuel to a fire, asset pricing has begun to reflect this new reality. That said, we know our mission is to proceed as expeditiously as possible with the execution of our plan of liquidation.

It has been a fascinating twelve years in which management has benefitted from its association with the public capital markets and from your input. We have learned much during this period. Any success which Winthrop has enjoyed must be shared among all members of our management team. We will remain available to shareholders and soon to be trust beneficiaries as always. All of us together with our Board of Trustees look forward to seeing you once again at our Annual Shareholders meeting on May 17th in New York City.

Carolyn B. Tiffany
President
Michael L. Ashner
Chairman and Chief Executive Officer