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Contract analysis / tenant-notification-final-distribution-confirmation.docx
tenant-notification-final-distribution-confirmation.docx
High · 1
Medium · 2
Standard · 6
1. Purpose and Summary
1. Purpose and Summary This memorandum confirms that tenant notification letters for all eighty-seven (87) leases across the fourteen (14) property Sun Belt portfolio were distributed on June 7, 2024, the first business day following the closing of the acquisition on June 6, 2024. The purpose of this memorandum is to provide a complete record of the distribution process, confirm compliance with all applicable contrac
2. Background — Transaction Closing
Standard
⚑ Commercial term
2. Background — Transaction Closing On June 6, 2024, Fairwater Real Estate Investment Trust completed the acquisition of one hundred percent (100%) of the membership interests in each of the fourteen (14) property-owning Delaware limited liability companies (the "Target Entities") from Greystone Meridian Partners Fund III, L.P. ("Seller" or "Greystone"), pursuant to the terms of that certain Purchase and Sale Agreeme
3. Form and Content of Tenant Notification Letters
High
⚑ Indemnity / guarantee obligation
3. Form and Content of Tenant Notification Letters 3.1 Preparation and Approval The tenant notification letters were prepared by Calderwood & Harkness LLP in the form approved as part of the closing deliverables, designated as Closing Document 128 — Tenant Notification Letters (Form and Distribution List). The form of the letter was negotiated between counsel for Buyer (C&H) and counsel for Seller (Whitfield & Crane
4. Distribution Method and Logistics
4. Distribution Method and Logistics 4.1 Mailing (First-Class U.S. Mail) All eighty-seven (87) tenant notification letters were printed on Fairwater Real Estate Investment Trust letterhead, executed by Marcus Devereaux, Executive Vice President, Acquisitions, Fairwater Real Estate Investment Trust, and Leah Torrance, Senior Vice President, Asset Management, Fairwater Property Management LLC, on behalf of the new owne
5. Distribution by Property — Summary Table
5. Distribution by Property — Summary Table The following table sets forth a summary of the tenant notification letter distribution for each of the fourteen (14) properties in the portfolio, organized by state. All letters have been confirmed as mailed and emailed as of June 7, 2024. 5.1 Georgia (4 Properties) 5.2 Texas (3 Properties) 5.3 Florida (3 Properties) 5.4 Tennessee (3 Properties) 5.5 North Carolina (1 Prope
6. Major Tenants — Specific Confirmation
6. Major Tenants — Specific Confirmation Given the significance of the portfolio's largest tenants to the overall investment thesis and the lender relationships, we provide specific confirmation below that tenant notification letters were sent to each of the top five (5) tenants by annualized base rent. The aggregate ABR of these five tenants is Thirty-Three Million Four Hundred Forty-Six Thousand Dollars ($33,446,00
1. Cascade Supply Chain Solutions Inc.
Standard
⚑ Commercial term
1. Cascade Supply Chain Solutions Inc. Property: Westlake Distribution Hub, Houston, TX Rentable square Feet: 624,000 RSF Annualized Base Rent: $8,736,000 (11.7% of total portfolio ABR) Target Entity: GMP Westlake LLC Notification Letter: Mailed and emailed June 7, 2024 — Confirmed
2. Zynvaro Distribution Holdings LLC
Standard
⚑ Commercial term
2. Zynvaro Distribution Holdings LLC Property: Katy Freeway Logistics Park, Katy, TX Rentable square Feet: 538,000 RSF Annualized Base Rent: $7,532,000 (10.1% of total portfolio ABR) Target Entity: GMP Katy LLC Notification Letter: Mailed and emailed June 7, 2024 — Confirmed
3. Thornton-Whitaker Pharmaceuticals Corp.
Standard
⚑ Commercial term
3. Thornton-Whitaker Pharmaceuticals Corp. Property: Fairfield Logistics Center I, Fairburn, GA Rentable square Feet: 412,000 RSF Annualized Base Rent: $6,180,000 (8.3% of total portfolio ABR) Target Entity: GMP Fairfield I LLC Notification Letter: Mailed and emailed June 7, 2024 — Confirmed
4. Birchwood Technology Group Inc.
Standard
⚑ Commercial term
4. Birchwood Technology Group Inc. Property: SouthPark Corporate Center, Charlotte, NC Rentable square Feet: 218,000 RSF Annualized Base Rent: $5,668,000 (7.6% of total portfolio ABR) Target Entity: GMP SouthPark LLC Notification Letter: Mailed and emailed June 7, 2024 — Confirmed
5. Atlas Freight Logistics Corp.
Standard
⚑ Commercial term
5. Atlas Freight Logistics Corp. Property: Southport Logistics Park, Jacksonville, FL Rentable square Feet: 410,000 RSF Annualized Base Rent: $5,330,000 (7.1% of total portfolio ABR) Target Entity: GMP Southport LLC Notification Letter: Mailed and emailed June 7, 2024 — Confirmed In addition to the top five tenants identified above, we confirm that all Major Tenants — defined for purposes of this memorandum as tenant
7. Compliance with PSA Requirements
7. Compliance with PSA Requirements
Section 8.4(c) of the PSA requires Buyer to deliver tenant notification letters to all ten
Medium
⚑ Notice / time limit to track
Section 8.4(c) of the PSA requires Buyer to deliver tenant notification letters to all tenants promptly following the closing of the transaction, notifying each tenant of the change of ownership and the change of property management, and providing updated contact and payment information. We confirm that this obligation has been satisfied in full, as follows: (a) All eighty-seven (87) tenant notification letters were
8. Security Deposit Transfer Notification
8. Security Deposit Transfer Notification Each of the eighty-seven (87) tenant notification letters included notice that the aggregate tenant security deposits of Four Million Two Hundred Eighty-Three Thousand Dollars ($4,283,000) have been transferred to Fairwater Real Estate Investment Trust through the entity-level acquisition. Because the transaction was structured as a purchase of one hundred percent (100%) of t
9. Document Retention and Filing
9. Document Retention and Filing In accordance with Calderwood & Harkness LLP's document retention policies and the firm's obligations under the engagement letter with Fairwater Real Estate Investment Trust, the following documents have been retained and filed in connection with the tenant notification letter distribution: (a) Signed Letters. Copies of all eighty-seven (87) signed tenant notification letters (PDF cop
10. Follow-Up Items
Medium
⚑ Confidentiality undertaking
10. Follow-Up Items The following follow-up items have been identified in connection with the tenant notification letter distribution and the broader post-closing transition: (a) Tenant Response Monitoring. Fairwater Property Management LLC (Leah Torrance, Senior Vice President, Asset Management) will monitor and track tenant responses and inquiries received during the ninety (90) day Transition Period. Any substanti