BACKGROUND AND PAST CONTACTS

The following is a chronology of events leading up to this proxy solicitation:

THE SPECIAL MEETING

Stockholders deserve a forum to discuss the proposed spin-off. At this time, Land & Buildings is only soliciting your request to call the special meeting. Land & Buildings is not currently seeking your proxy, consent, authorization or agent designation for approval of the Proposals or any other actions. In the event the special meeting is called, Land & Buildings will send you proxy materials relating to the Proposals to be voted upon at the special meeting. While we understand that the Proposals, if approved, will not prohibit the Company from proceeding with the proposed spin-off, we believe stockholders deserve to have their voices heard on this very important issue and that it is imperative for the Board to have a clear picture of the level of support among its stockholder base for the proposed transaction.

Land & Buildings is soliciting written requests to have the Company call a special meeting of stockholders pursuant to the Bylaws and the MGCL. Land & Buildings is furnishing this Solicitation Statement and the GOLD request card to enable you and the Company’s other stockholders to support us in requesting the special meeting be called and held. For the special meeting to be properly requested in accordance with the Bylaws, written requests in favor of calling the special meeting must be executed by the holders of not less than twenty-five percent (25%) of all outstanding shares of the Common Stock of the Company. Land & Buildings intends to set [_______], 2020 as the goal for submission of such written requests. Land & Buildings retains the right the change the planned date of submission if it does not receive the requite number of written consents by such date.

According to the Company’s Quarterly Report filed on the Form 10-Q with the SEC on August 4, 2020, as of July 31, 2020, there were 148,865,047 shares of Common Stock outstanding. Based on such number, and the fact that Land & Buildings already owns in the aggregate 2,154,984 shares of Common Stock, additional written requests to call a special meeting from holders of an aggregate of at least 35,061,278 shares of Common Stock will be required to request the Company to call the special meeting. Please complete, sign, date and return the enclosed GOLD request card in the postage-paid envelope as promptly as possible. The failure to vote using the GOLD request card will have the same effect as opposing the calling of the special meeting.

If Land & Buildings is successful in its solicitation of written requests, the Company will be required under the Bylaws and MGCL to call and hold the special meeting. Upon receipt of the requisite number of written requests from stockholders in favor of calling the special meeting, Land & Buildings anticipates delivering such written requests to the Company promptly, together with written notice of the business proposed to be brought before the special meeting.

Pursuant to the MGCL, a corporation’s board of directors has the sole power to fix the record date for determining stockholders entitled to request a special meeting of the stockholders and the record date for determining stockholders entitled to notice of and to vote at the special meeting. According to the MGCL and the Bylaws, the Board may, and shall have the sole power to, set a record date for the purpose of making a determination with respect to stockholders, including which stockholders are entitled to request a special meeting of stockholders. The record date may not be prior to the close of business on the day the record date is fixed nor more than ninety (90) days before the date on which the action requiring the determination will be taken and in the case of a meeting of stockholders, the record date shall be at least ten (10) days before the date of the meeting. If a record date is not set, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders is the later of the close of business on the day on which notice of the meeting is mailed or the thirtieth (30^th) day before the meeting.

The Company has set the close of business on November 4, 2020 as the Record Date for determining stockholders entitled to submit a written request that the Company call a special meeting. The number of shares of Common Stock outstanding as of the Record Date is not yet publicly available. Once the Company publicly discloses this information, Land & Buildings intends to supplement this Solicitation Statement with such information and file revised definitive materials with the Securities and Exchange Commission.

After the special meeting is called, Land & Buildings intends to solicit proxies from stockholders in support of the Proposals by sending you a notice of the special meeting, a proxy statement and a proxy card for use in connection with the special meeting. At the special meeting, stockholders will be asked to vote to approve the Proposals.

Land & Buildings expects to request, in any future proxy solicitation relating to the special meeting, authority to (i) initiate and vote for proposals to recess or adjourn the special meeting for any reason and (ii) oppose and vote against any proposal to recess or adjourn the special meeting. Land & Buildings does not currently anticipate additional proposals on any substantive matters. Nevertheless, Land & Buildings reserves the right to either modify the Proposals or cause additional proposals to be identified in the notice of, and in, the proxy materials for the special meeting. Land & Buildings is not aware of any other proposals to be brought before the special meeting. However, should other proposals be brought before the special meeting, Land & Buildings will vote its proxies on such matters in its discretion consistent with Rule 14a-4(c)(3) promulgated under the Exchange Act.

WRITTEN REQUEST PROCEDURES

Land & Buildings is only soliciting your written requests to call the special meeting. In the event the special meeting is called, Land & Buildings will send you proxy materials relating to the Proposals to be voted upon at the special meeting.

Pursuant to this Solicitation Statement, Land & Buildings is soliciting written requests from holders of outstanding shares of Common Stock to call the special meeting. By executing a request, a stockholder is requesting the Company to call the special meeting and designating specified persons as the stockholder’s agents and is authorizing the designated agents to (i) request that the Company call the special meeting and hold the special meeting as soon as possible, and (ii) exercise all rights of the holders of shares of Common Stock incidental to calling the special meeting and causing the purposes of the authority expressly granted pursuant to the written requests to the designated agents to be carried into effect, including to apply, if need be, to an appropriate court to order that the special meeting be held. Please note that written requests to call the special meeting do not grant the designated agent(s) the power to vote your shares of Common Stock at the special meeting and do not commit you to cast any vote in favor or against any proposal to be brought before the special meeting. To vote on the matters to be brought before the special meeting, you must vote by proxy or in person at the special meeting.

You may revoke your written request to have the Company call a special meeting at any time before the delivery of requests from holders of shares of Common Stock representing in the aggregate, including shares held in the aggregate by Land & Buildings, the requisite twenty-five percent (25%) threshold by delivering a written revocation to Land & Buildings in care of Innisfree at the address set forth on page 5 of this Solicitation Statement. Such a revocation must clearly state that your written request to call a special meeting is no longer effective. Any revocation of a written request to call a special meeting will not affect any action taken by the designated agent(s) pursuant to the written request prior to such revocation. Although such revocation is also effective if delivered to the Secretary of the Company or to such other recipient as the Company may designate as its agent, Land & Buildings requests that either the original or photostatic copies of all revocations be mailed or faxed to Land & Buildings, in care of Innisfree, so that Land & Buildings will be aware of all revocations and can more accurately determine if and when enough requests have been received from stockholders to call a special meeting. While we urge you not to sign any revocation of a request card that may be sent to you by the Company, if you have done so or do so, you may revoke that revocation of your written request by delivering a later dated GOLD request card to Land & Buildings, in care of Innisfree, at its address listed herein, or to the principal executive offices of the Company. If so properly delivered, a later dated GOLD request card will constitute an effective revocation of any earlier-dated written revocation.

Upon receipt of the requisite number of written requests from stockholders in favor of calling a special meeting, Land & Buildings anticipates delivering such written requests to the Company promptly. Only after the special meeting is called will stockholders be asked to vote on the Proposals.

If your shares of Common Stock are held in the name of a brokerage firm, bank nominee or other institution, only it can sign a written request or revoke any request previously given with respect to your shares and only upon receipt of your specific instructions. Accordingly, please follow the instructions set forth in the enclosed GOLD request card or contact the person responsible for your account and give instructions for a GOLD request card representing your shares to be signed. Land & Buildings urges you to confirm in writing your instructions to the person responsible for your account and to provide a copy of such instructions to Land & Buildings, in care of Innisfree, at the address set forth on page 5 of this Solicitation Statement so that Land & Buildings will be aware of all instructions given and can attempt to ensure that such instructions are followed.

SOLICITATION OF PROXIES; EXPENSES

The entire expense of preparing and mailing this Solicitation Statement and any other soliciting material and the total expenditures relating to the solicitation of requests to call the special meeting will be borne by Land & Buildings. In addition to the use of the mails, requests may be solicited by Land & Buildings by facsimile, telephone, Internet, in person and by advertisements. Banks, brokerage houses, and other custodians, nominees and fiduciaries will be requested to forward solicitation material to the beneficial owners of the Common Stock that such institutions hold, and Land & Buildings will reimburse such institutions for their reasonable out-of-pocket expenses in so doing.

Land & Buildings has retained Innisfree, a proxy solicitation firm, to assist in the solicitation of requests and the proxy solicitation in connection with the special meeting for a fee not to exceed $[________] plus reimbursement of reasonable out-of-pocket expenses. Innisfree will be indemnified against certain liabilities and expenses, including certain liabilities under the federal securities laws. That firm will utilize approximately [___] persons in its solicitation efforts.

Land & Buildings estimates that its total expenditures relating to the solicitation of requests to call a special meeting and the solicitation of proxies for approval of the Proposals at the special meeting will be approximately $[_________]. Total cash expenditures to date relating to these solicitations have been approximately $[_________].

If Land & Buildings is successful in its solicitation of requests to call a special meeting and in its solicitation of proxies approving the Proposals at the special meeting, it intends to seek reimbursement from the Company for the actual expenses incurred in connection with this solicitation and the solicitation of proxies approving the Proposals at the special meeting. Following the special meeting, Land & Buildings will request that the Board approve a reimbursement of such expenses. Land & Buildings does not currently intend to submit such matter to a vote of the Company’s stockholders.

CERTAIN INFORMATION REGARDING THE PARTICIPANTS

The participants in the proxy solicitation are anticipated to be L&B Capital, a Delaware limited partnership, L & B Real Estate Opportunity Fund, LP, a Delaware limited partnership (“L&B Real Estate”), Land & Buildings GP LP, a Delaware limited partnership (“L&B GP”), L&B Opportunity Fund, LLC, a Delaware limited liability company (“L&B Opportunity”), Land & Buildings Investment Management, LLC, a Delaware limited liability company (“L&B Management”), Jonathan Litt and Corey Lorinsky, each citizen of the United States of America.

As of the date hereof, L&B Capital directly owns 450,806 shares of Common Stock. As of the date hereof, L&B Real Estate directly owns 484,581 shares of Common Stock. As of the date hereof, L&B Opportunity directly owns 54,912 shares of Common Stock. As of the date hereof, 1,164,675 shares of Common Stock were held in a certain account managed by L&B Management (the “Managed Account”). As of the date hereof, L&B GP, as the general partner of each of L&B Capital and L&B Real Estate, beneficially owns the (i) 450,806 shares of Common Stock owned by L&B Capital and (ii) 484,581 shares of Common Stock owned by L&B Real Estate. As of the date hereof, L&B Management, as the investment manager of each of L&B Capital, L&B Real Estate and L&B Opportunity, and as the investment advisor of the Managed Account, beneficially owns the (i) 450,806 shares of Common Stock owned by L&B Capital, (ii) 484,581 shares of Common Stock owned by L&B Real Estate, (iii) 54,912 shares of Common Stock owned by L&B Opportunity, and (iv) 1,164,675 shares of Common Stock held in the Managed Account. As of the date hereof, Mr. Litt, as the managing principal of L&B Management, beneficially owns the (i) 450,806 shares of Common Stock owned by L&B Capital, (ii) 484,581 shares of Common Stock owned by L&B Real Estate, (iii) 54,912 shares of Common Stock owned by L&B Opportunity, and (iv) 1,164,675 shares of Common Stock held in the Managed Account. As of the date hereof, Mr. Lorinsky directly owns 10 shares of Common Stock. Except as set forth in the Solicitation Statement (including the Exhibits and Annexes), no participant in this solicitation or any of his or its associates has a substantial interest, direct or indirect, by securities holdings or otherwise in any matter to be acted on at the special meeting.

Each participant in this solicitation disclaims beneficial ownership of the shares of Common Stock he or it does not directly own. For information regarding purchases and sales of securities of the Company during the past two years by the participants in this solicitation, see Schedule I. The shares of Common Stock purchased by each of L&B Capital, L&B Real Estate L&B Opportunity, and held in the Managed Account were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in the open market, except as otherwise noted on Schedule I. The shares of Common Stock purchased by Mr. Lorinsky were purchased with personal funds in the open market.

The principal business of each of L&B Capital, L&B Real Estate, and L&B Opportunity is serving as a private investment fund. The principal business of L&B GP, a Delaware limited partnership, is serving as the general partner of each of L&B Capital and L&B Real Estate. The principal business of L&B Management is serving as the investment manager of each of L&B Capital, L&B Real Estate and L&B Opportunity and as the investment advisor of the Managed Account. Mr. Litt serves as the managing principal of L&B Management. Mr. Lorinsky serves as principal and portfolio manager of L&B Management.

The address of the principal office of each of the participants is 1 Landmark Square, 11^th Floor, Stamford, Connecticut 06901.

Except as set forth in the Solicitation Statement (including the Exhibits and Annexes), (ii) during the past 10 years, no participant in this solicitation has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors); (ii) no participant in this solicitation directly or indirectly beneficially owns any securities of the Company; (iii) no participant in this solicitation owns any securities of the Company which are owned of record but not beneficially; (iv) no participant in this solicitation has purchased or sold any securities of the Company during the past two years; (v) no part of the purchase price or market value of the securities of the Company owned by any participant in this solicitation is represented by funds borrowed or otherwise obtained for the purpose of acquiring or holding such securities; (vi) no participant in this solicitation is, or within the past year was, a party to any contract, arrangements or understandings with any person with respect to any securities of the Company, including, but not limited to, joint ventures, loan or option arrangements, puts or calls, guarantees against loss or guarantees of profit, division of losses or profits, or the giving or withholding of proxies; (vii) no associate of any participant in this solicitation owns beneficially, directly or indirectly, any securities of the Company; (viii) no participant in this solicitation owns beneficially, directly or indirectly, any securities of any parent or subsidiary of the Company; (ix) no participant in this solicitation or any of his or its associates was a party to any transaction, or series of similar transactions, since the beginning of the Company’s last fiscal year, or is a party to any currently proposed transaction, or series of similar transactions, to which the Company or any of its subsidiaries was or is to be a party, in which the amount involved exceeds $120,000; (x) no participant in this solicitation or any of his or its associates has any arrangement or understanding with any person with respect to any future employment by the Company or its affiliates, or with respect to any future transactions to which the Company or any of its affiliates will or may be a party; (xi) no participant in this solicitation has a substantial interest, direct or indirect, by securities holdings or otherwise in any matter to be acted on at the special meeting; (xii) no participant in this solicitation holds any positions or offices with the Company; (xiii) no participant in this solicitation has a family relationship with any director, executive officer, or person nominated or chosen by the Company to become a director or executive officer; and (xiv) no corporations or organizations, with which any participant in this solicitation has been employed in the past five years, is a parent, subsidiary or other affiliate of the Company. Except as set forth in the Solicitation Statement (including the Exhibits and Annexes), there are no material proceedings to which any participant in this solicitation or any of his or its associates is a party adverse to the Company or any of its subsidiaries or has a material interest adverse to the Company or any of its subsidiaries.

OTHER MATTERS

The principal executive offices of the Company are located at 4582 South Ulster Street, Suite 1700, Denver, Colorado 80237. Except as otherwise noted herein, the information concerning the Company has been taken from or is based upon documents and records on file with the SEC and other publicly available information. Although Land & Buildings does not have any knowledge that would indicate that any statement contained herein that is based upon such documents and records is untrue, it does not take any responsibility for the accuracy or completeness of the information contained in such documents and records, or for any failure by the Company to disclose events that may affect the significance or accuracy of such information. For information regarding the security ownership of certain beneficial owners and management of the Company, see Schedule II.

STOCKHOLDER PROPOSALS

According to the Company’s 2020 definitive proxy statement, stockholder proposals intended to be included in the Company’s proxy statement and form of proxy for the 2021 Annual Meeting pursuant to Rule 14a-8 of the Securities Exchange Act of 1934, as amended, must be received by the Company, marked to the attention of the Corporate Secretary, at 4582 South Ulster Street, Suite 1700, Denver, Colorado 80237, no later than November 13, 2020, and must otherwise be in compliance with the requirements of the SEC’s proxy rules. In addition, nominations for directors pursuant to “proxy access” provided for in the Bylaws must adhere to the terms of the Bylaws and will be considered untimely if received by the Company before October 14, 2020, or after November 13, 2020.

According to the Company’s 2020 definitive proxy statement, any director nomination or stockholder proposal of other business intended to be presented for consideration at the 2021Annual Meeting, but not intended to be considered for inclusion in the Company’s proxy statement and form of proxy related to such meeting (i.e. not pursuant to Rule 14a-8 of the Exchange Act or the “proxy access” provisions of the Bylaws), must be received by the Company at the address stated above between December 29, 2020 and January 28, 2021 to be considered timely. However, if the 2021 Annual Meeting occurs more than 30 days before or 60 days after April 28, 2021, the Company must receive nominations or proposals (A) not earlier than the 90^th day prior to the 2021 Annual Meeting and (B) not later than (i) the close of business on the 60^th day prior to the 2021 Annual Meeting or (ii) the tenth day following the day on which public announcement of the date of the 2021 Annual Meeting is first made.

The information set forth above regarding the procedures for submitting stockholder proposals for consideration at the Company’s 2021 Annual Meeting is based on information contained in the Company’s 2020 definitive proxy statement and the Bylaws. The incorporation of this information in this Solicitation Statement should not be construed as an admission by Land & Buildings that such procedures are legal, valid or binding.

YOUR SUPPORT IS IMPORTANT

NO MATTER HOW MANY OR HOW FEW COMMON STOCK YOU OWN, WE ARE SEEKING YOUR SUPPORT. PLEASE COMPLETE, SIGN AND DATE THE ENCLOSED GOLD REQUEST CARD AND RETURN IT IN THE POSTAGE-PAID ENVELOPE PROVIDED AS SOON AS POSSIBLE.

IF YOUR COMMON STOCK ARE HELD IN THE NAME OF A BROKERAGE FIRM, BANK, BANK NOMINEE OR OTHER INSTITUTION, ONLY IT CAN SIGN A WRITTEN REQUEST WITH RESPECT TO YOUR COMMON STOCK. ACCORDINGLY, PLEASE FOLLOW THE INSTRUCTIONS SET FORTH ON THE ENCLOSED GOLD REQUEST CARD OR CONTACT THE PERSON RESPONSIBLE FOR YOUR ACCOUNT AND GIVE INSTRUCTIONS FOR A WRITTEN REQUEST TO BE SIGNED REPRESENTING YOUR COMMON STOCK.

WHOM YOU CAN CALL IF YOU HAVE QUESTIONS

IT IS IMPORTANT THAT YOU COMPLETE, SIGN AND DATE THE ENCLOSED GOLD REQUEST CARD AND RETURN IT PROMPTLY IN THE ENCLOSED POSTAGE-PAID ENVELOPE TO AVOID UNNECESSARY EXPENSE AND DELAY.

LAND & BUILDINGS CAPITAL GROWTH FUND, LP
[ ], 2020

SCHEDULE I

TRANSACTIONS IN SECURITIES OF the Company
DURING THE PAST TWO (2) YEARS

land & buildings capital growth fund, lp

L & B REAL ESTATE OPPORTUNITY FUND, LP

L&B OPPORTUNITY FUND, LLC

land & buildings investment management, llc

(Through the Managed Account)

COREY LORINSKY

^* Represents a purchase to cover a short position 

SCHEDULE II

The following table is reprinted from the Company’s proxy statement filed with the Securities and Exchange Commission on March 11, 2020

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information available to the Company, as of February 21, 2020, with respect to the Company’s equity securities beneficially owned by (i) each director, the chief executive officer, the chief financial officer and the three other most highly compensated executive officers who were serving as executive officers at the end of the last completed fiscal year, and (ii) all directors and executive officers as a group. The table also sets forth certain information available to the Company, as of February 21, 2020, with respect to shares of Common Stock held by each person known to the Company to be the beneficial owner of more than 5% of such shares. This table reflects options that are exercisable within 60 days. Unless otherwise indicated, each person has sole voting and investment power with respect to the securities beneficially owned by that person. The business address of each of the following directors, director nominees, and executive officers is 4582 South Ulster Street, Suite 1700, Denver, Colorado 80237, unless otherwise specified. None of the securities reflected in this table held by the directors, director nominee, or executive officers are the subject of any hedging or pledging transaction.

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