Copper Property CTL Pass Through Trust Material Event - What Happened

Hey everyone, let's break down some important news about the Copper Property CTL Pass Through Trust. You don't need a finance degree to understand this – we're just going to talk about what happened, why it matters, and what it means for you.

---

1. What happened? (The Big News, Plain and Simple)

Okay, so imagine Copper Property CTL Pass Through Trust is like a special kind of piggy bank that holds a specific investment – usually a big property or a set of properties that are leased out. This "piggy bank" then passes on the rent money it collects to its investors.

The actual event: The Trust had an agreement to sell its entire portfolio of remaining properties to a company called Onyx Partners, Ltd. of Boston, MA. But on December 26, 2025, that deal fell apart. The buyer, Onyx Partners, didn't go through with the purchase, even though the Trust says it met all its obligations. Now, Onyx Partners is suing the Trust, claiming the Trust broke the agreement. The Trust strongly denies this and plans to fight back.

---

2. When did it happen? (The Timeline)

This news broke on: December 26, 2025.

---

3. Why did it happen? (The Backstory)

To understand why this is a big deal, let's quickly look at the background.

The context: Copper Property CTL Pass Through Trust was in the process of selling its entire portfolio of remaining properties. This is a big step for a trust like this, often done to wind down operations or return capital to investors. They had a buyer, Onyx Partners, Ltd., and a Purchase and Sale Agreement in place. However, the Trust states that while it fulfilled all its conditions for the sale, Onyx Partners failed to complete the transaction as required by the agreement. This failure to close is what led to the termination of the agreement and the subsequent legal dispute.

---

4. Why does this matter? (The "So What?")

This isn't just some boring corporate announcement; it has real consequences.

The significance: This is a big deal because the sale of these properties was likely a key event for the Trust to either liquidate its assets or significantly change its structure, ultimately impacting investors. Now, not only has the sale fallen through, but the Trust is also facing a lawsuit from the buyer, Onyx Partners, who claims the Trust breached the agreement. The Trust strongly denies this and plans to fight back. This means uncertainty, potential legal costs, and a delay in getting a clear path forward for the properties and, by extension, for investors.

---

5. Who is affected? (Who Feels the Pinch?)

A few different groups will feel the ripple effects of this news:

• Investors in Copper Property CTL Pass Through Trust: You're probably at the top of this list. The failure of this sale means delays in the Trust's plans, potential legal costs, and uncertainty about future distributions and the value of your investment.
• The Trust itself: It now has a big challenge on its hands – managing a failed sale, defending against a lawsuit, and figuring out a new strategy for its properties.
• Onyx Partners, Ltd. (the Buyer): They are the ones suing the Trust, claiming a breach of contract, and are also involved in a dispute over a $5 million deposit.
• The Escrow Agent: This third party is holding part of the deposit and is now caught in the middle of the dispute between the Trust and Onyx Partners.

---

6. What happens next? (Looking Ahead)

This isn't the end of the story; it's just the beginning of a new chapter.

Immediate next steps: The Trust is now in a legal battle with Onyx Partners, who is suing them. The Trust plans to aggressively defend itself and pursue its own claims against the buyer. On the property front, the Trust will stop its current efforts to sell the properties and will start looking at other options in early 2026. These options could include selling the entire portfolio again, selling smaller groups of properties, selling individual properties, or even looking into financing deals. In the meantime, the Trust has $2 million from the buyer's deposit, which it plans to distribute to investors on January 9, 2026. However, there's a dispute over another $3 million of the deposit that the Trust is trying to get from an escrow agent.

Future implications: The legal battle could be lengthy and costly. Finding new buyers or alternative solutions for the properties will take time, meaning continued uncertainty for the Trust and its investors. The ultimate outcome for the properties and the Trust's ability to return capital to investors is now less clear and potentially further off.

---

7. What should investors/traders know? (Your Takeaways)

If you're an investor or just keeping an eye on things, here's what you should keep in mind:

• Expect volatility: The value of your investment in the Trust could go up and down quite a bit as the market reacts to this news, the ongoing lawsuit, and as the Trust announces its new plans.
• Income impact: While a $2 million distribution from the deposit is expected on January 9, 2026, future distributions are uncertain due to the failed sale and potential legal costs.
• Legal risks: The Trust is now involved in a lawsuit, which can be unpredictable, costly, and time-consuming.
• Delayed resolution: The future of the Trust's properties and its overall strategy is now unclear and will likely take more time to resolve than previously expected.
• Do your homework: If you're invested, keep a close eye on official announcements from the Trust, especially regarding the lawsuit and their new plans for the properties.
• Consider your options: This might be a good time to review your investment strategy and decide if this investment still fits your financial goals and risk tolerance. Don't make rash decisions, but be informed.

---

We'll keep you updated as more information becomes available. The key is to stay informed and understand how these big events can affect your investments and the broader market.