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Contract analysis / wire-confirmation-compilation.docx
wire-confirmation-compilation.docx
High · 1
Medium · 2
Standard · 9
I. PURPOSE AND OVERVIEW
Medium
⚑ Liability cap to check against exposure
I. PURPOSE AND OVERVIEW This Wire Confirmation Compilation (the "Compilation") memorializes all wire transfer confirmations received on the closing date, June 6, 2024, in connection with the closing (the "Closing") of the acquisition by Fairwater Real Estate Investment Trust, a Maryland real estate investment trust ("Buyer" or "Fairwater REIT"), of 100% of the membership interests in fourteen (14) property-owning Del
II. SUMMARY OF ALL WIRE TRANSFERS
Standard
⚑ Commercial term
II. SUMMARY OF ALL WIRE TRANSFERS A. Summary Table The following master summary table sets forth all wire transfers initiated and confirmed on the Closing Date, listed in order of wire reference number. All amounts are in United States dollars. Note Regarding Texas: The State of Texas does not impose a state-level real property transfer tax. Nominal local recording fees for the three (3) Texas properties were paid se
III. DETAILED WIRE CONFIRMATION RECORDS
High
⚑ Indemnity / guarantee obligation
III. DETAILED WIRE CONFIRMATION RECORDS The following sections set forth the detailed wire confirmation records for each wire transfer identified in the Summary Table above. Each record includes the wire reference number, a description of the purpose and basis for the payment, the payor and payee information, originating and receiving bank details, the wire amount, and confirmation status. Where applicable, additiona
1. GMP Fairfield I LLC (EIN: 84-2310561)
1. GMP Fairfield I LLC (EIN: 84-2310561)
2. GMP Fairfield II LLC (EIN: 84-2310578)
2. GMP Fairfield II LLC (EIN: 84-2310578)
3. GMP Buckhead LLC (EIN: 84-2639901)
3. GMP Buckhead LLC (EIN: 84-2639901)
4. GMP Peachtree LLC (EIN: 84-2741063)
Standard
⚑ Commercial term
4. GMP Peachtree LLC (EIN: 84-2741063) The estimated total Georgia transfer tax liability is approximately $1,250,000.00, calculated based on the allocated purchase price attributable to the Georgia properties and the applicable Georgia real estate transfer tax rates. Buyer's 50% share equals $625,000.00, as provided in Section 10.5(a) of the PSA. Filed by: Talmadge Beaumont LLP (Catherine Beaumont, Partner), 1180 Pe
1. GMP Lakeland LLC (EIN: 84-2527834)
1. GMP Lakeland LLC (EIN: 84-2527834)
2. GMP Southport LLC (EIN: 84-2527849)
2. GMP Southport LLC (EIN: 84-2527849)
3. GMP Brickell LLC (EIN: 84-2639932)
Standard
⚑ Commercial term
3. GMP Brickell LLC (EIN: 84-2639932) The estimated total Florida documentary stamp tax liability is approximately $1,680,000.00, calculated based on the allocated purchase price attributable to the Florida properties and the applicable Florida documentary stamp tax rates. Buyer's 50% share equals $840,000.00, as provided in Section 10.5(a) of the PSA. Filed by: Palmetto Strauss PA (Roberto Strauss, Partner), 100 Sou
1. GMP Murfreesboro LLC (EIN: 84-2527856)
1. GMP Murfreesboro LLC (EIN: 84-2527856)
2. GMP Cool Springs LLC (EIN: 84-2639925)
2. GMP Cool Springs LLC (EIN: 84-2639925)
3. GMP Mount Juliet LLC (EIN: 84-2741070)
Standard
⚑ Commercial term
3. GMP Mount Juliet LLC (EIN: 84-2741070) The estimated total Tennessee transfer tax liability is approximately $740,000.00, calculated based on the allocated purchase price attributable to the Tennessee properties and the applicable Tennessee transfer tax rates. Buyer's 50% share equals $370,000.00, as provided in Section 10.5(a) of the PSA. Filed by: Ellsworth Ridley LLP (Diane Ellsworth, Partner), 424 Church Stree
1. GMP SouthPark LLC (EIN: 84-2639918)
Standard
⚑ Commercial term
1. GMP SouthPark LLC (EIN: 84-2639918) The estimated total North Carolina transfer tax liability is approximately $180,000.00, calculated based on the allocated purchase price attributable to the North Carolina property and the applicable North Carolina excise tax rates. Buyer's 50% share equals $90,000.00, as provided in Section 10.5(a) of the PSA. Filed by: Haversham Cole PLLC (Marshall Haversham, Partner), 301 Sou
IV. TEXAS NOTE — NO TRANSFER TAX WIRES
IV. TEXAS NOTE — NO TRANSFER TAX WIRES The State of Texas does not impose a state-level real property transfer tax. Accordingly, no wire transfers were required for transfer tax obligations in connection with the three (3) Texas properties held by the following Target Entities:
3. GMP Alliance LLC
Standard
⚑ Commercial term
3. GMP Alliance LLC Nominal local recording fees for the Texas properties were paid by check to the applicable county clerks through Breckenridge Osgood LLP (James Breckenridge, Partner), 717 Texas Avenue, Suite 2600, Houston, TX 77002. Breckenridge Osgood LLP served as local Texas counsel to Buyer for the transaction. The recording fee payments are documented separately and are not included in this closing-date wire
V. RECONCILIATION TO FUNDS FLOW MEMORANDUM
Standard
⚑ Commercial term
V. RECONCILIATION TO FUNDS FLOW MEMORANDUM This Section V confirms the reconciliation of the wire transfers described herein against the Funds Flow Memorandum prepared by C&H for the Closing. Wire Reference Reconciliation. All wire reference numbers (W-01 through W-20) correspond to the line items in the Funds Flow Memorandum. Each wire transfer has been verified against its corresponding line item in the Funds Flow
VI. SURVEY COSTS NOTE
Standard
⚑ Commercial term
VI. SURVEY COSTS NOTE Survey costs of approximately $196,000.00, payable to Meridian Land Surveying, Inc. (Daniel Caulfield, PLS, PE), 2745 Lenox Road NE, Suite 300, Atlanta, GA 30324, were incurred and paid by Buyer prior to the Closing Date by check and/or wire transfer during the due diligence period. These payments are not included in this closing-date wire transfer compilation, as they were not part of the Closi
VII. VERIFICATION AND SIGN-OFF
Standard
⚑ Commercial term
VII. VERIFICATION AND SIGN-OFF A. Verification Statement Rafael Dominguez, Working Associate, Calderwood & Harkness LLP, verified each wire confirmation referenced herein against the corresponding line item in the Funds Flow Memorandum and the Closing Settlement Statements (Buyer and Seller). Each wire amount, payor, payee, receiving bank, and confirmation status was independently confirmed through review of the appl
VIII. EXHIBIT A — COPIES OF INDIVIDUAL WIRE CONFIRMATION RECEIPTS
VIII. EXHIBIT A — COPIES OF INDIVIDUAL WIRE CONFIRMATION RECEIPTS Copies of individual bank wire confirmation receipts (including Federal Reference Numbers) for each of wire transfers W-01 through W-20 are attached hereto and incorporated herein by reference. The confirmation receipts are organized in order of wire reference number (W-01, W-02, W-03, etc.) and are sourced from the following financial institutions: •
IX. DISTRIBUTION LIST
Medium
⚑ Confidentiality undertaking
IX. DISTRIBUTION LIST This Compilation is distributed to the following persons only. Recipients are reminded that this document is privileged and confidential attorney work product and should not be further distributed without the prior consent of Calderwood & Harkness LLP. PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT Calderwood & Harkness LLP | Matter No. 1036-00004 This document and the information contained