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Contract analysis / psa-schedule-1-disclosure-schedules.docx
psa-schedule-1-disclosure-schedules.docx
1036-00004 · 60 clauses
High · 5 Medium · 8 Standard · 4
1. Relationship to the Agreement. These General Disclosure Schedules (collectively, this
1. Relationship to the Agreement. These General Disclosure Schedules (collectively, this "Schedule 1") are delivered by Seller to Buyer pursuant to, and form an integral part of, that certain Purchase and Sale Agreement dated as of February 28, 2024 (including all exhibits, schedules, and amendments thereto, the "Agreement"), by and between Greystone Meridian Partners Fund III, L.P., a Delaware limited partnership ("
2. No Admission of Materiality or Liability. The inclusion of any item, matter, or inform
2. No Admission of Materiality or Liability. The inclusion of any item, matter, or information in these Disclosure Schedules shall not be deemed an admission or acknowledgment by Seller that such item, matter, or information is material, constitutes or has resulted in a breach or violation of any representation, warranty, covenant, or agreement set forth in the Agreement, or gives rise to or could reasonably be expec
3. Cross-Reference and Deemed Disclosure. The disclosure of any item, matter, or informat
3. Cross-Reference and Deemed Disclosure. The disclosure of any item, matter, or information in any particular schedule herein shall be deemed to be disclosed with respect to, and shall be deemed to qualify and supplement, each and every other schedule of these Disclosure Schedules to the extent that the relevance of such item, matter, or information to such other schedule is reasonably apparent on the face of such d
4. Materiality Thresholds. References to specific dollar amounts, materiality thresholds, Standard
⚑ Commercial term
4. Materiality Thresholds. References to specific dollar amounts, materiality thresholds, or other quantitative measures in these Disclosure Schedules are included solely for informational purposes and are not intended to establish, and shall not be deemed to establish, any standard of materiality for purposes of the Agreement or for any other purpose. The fact that a given item, matter, or contract is disclosed here
5. Seller's Knowledge Individuals. For purposes of these Disclosure Schedules, the term "
5. Seller's Knowledge Individuals. For purposes of these Disclosure Schedules, the term "Seller's Knowledge" or "to Seller's Knowledge" means the actual knowledge, after reasonable inquiry, of the following individuals (the "Knowledge Individuals"): (a) Victor Lansdell, Co-Founder & Managing Partner, Greystone Meridian Capital LLC; (b) Elise Rathborne, Co-Founder & Managing Partner, Greystone Meridian Capital LLC; an
6. Supplement and Qualification. These Disclosure Schedules supplement and qualify the re
6. Supplement and Qualification. These Disclosure Schedules supplement and qualify the representations and warranties of Seller set forth in Article III of the Agreement. In addition to the general disclosures made herein, Property-Specific Disclosure Schedules (Schedules 2-1 through 2-14) are delivered concurrently herewith and provide additional property-level disclosures for each individual Target Entity and its r
7. Documents Incorporated by Reference. Certain documents, agreements, reports, and other
7. Documents Incorporated by Reference. Certain documents, agreements, reports, and other materials are referenced herein and are made available to Buyer in the virtual data room maintained by Seller (the "Data Room"). The descriptions of such documents contained herein are qualified in their entirety by reference to the full text of such documents as provided in the Data Room.
8. Date of Information. Unless otherwise specified, the information contained in these Di
8. Date of Information. Unless otherwise specified, the information contained in these Disclosure Schedules is current as of the date of the Agreement (February 28, 2024). Seller's obligation to update or supplement these Disclosure Schedules, if any, is governed by the terms and conditions of the Agreement. SCHEDULE 1.1 Organization and Authority (Reference: Section 3.1 of the Agreement)
I. Seller
I. Seller Greystone Meridian Partners Fund III, L.P. ("GMP Fund III" or "Seller") is a limited partnership duly organized, validly existing, and in good standing under the laws of the State of Delaware. GMP Fund III was formed on May 14, 2018, pursuant to a Certificate of Limited Partnership filed with the Delaware Secretary of State on such date. The following organizational and identifying information pertains to S
II. General Partner
II. General Partner The general partner of GMP Fund III is Greystone Meridian Capital LLC ("GMC"), a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware. GMC has full power and authority to act on behalf of GMP Fund III in all matters relating to the transactions contemplated by the Agreement, including the execution and delivery of the Agreement an
III. Managing Partners
III. Managing Partners The managing members of Greystone Meridian Capital LLC, each of whom is authorized to execute the Agreement and all ancillary documents on behalf of Seller, are: • Victor Lansdell, Co-Founder & Managing Partner • Elise Rathborne, Co-Founder & Managing Partner
IV. Fund Formation Counsel
IV. Fund Formation Counsel GMP Fund III was formed and is advised by Blackridge Hayes LLP, 1285 Avenue of the Americas, 34th Floor, New York, New York 10019.
V. Target Entities
V. Target Entities Each of the following Target Entities is a Delaware single-purpose limited liability company, duly organized, validly existing, and in good standing under the laws of the State of Delaware. Each Target Entity is wholly owned (100% of the issued and outstanding membership interests) by GMP Fund III. The following table sets forth the legal name and Employer Identification Number of each Target Entit
I. Lender Consents (Change of Control) Standard
⚑ Commercial term
I. Lender Consents (Change of Control) The transfer of 100% of the membership interests in each Target Entity from GMP Fund III to Buyer constitutes a "change of control" or "transfer" (as such terms are defined in the applicable loan documents) under each of the existing mortgage loan agreements encumbering the properties owned by the Target Entities. Accordingly, the following lender consents are required as a cond
II. Property Management Agreement Termination High
⚑ Penalty / liquidated damages
II. Property Management Agreement Termination The Master Property Management Agreement dated January 1, 2020 (the "PMA"), between each Target Entity and Argyle Property Services LLC ("Argyle"), a Seller affiliate, must be terminated effective as of the closing date. Argyle's organizational information is as follows: • Legal Name: Argyle Property Services LLC • EIN: 83-2905441 • Principal Office Address: 3300 Peachtre
III. Operating Account Bank Notification
III. Operating Account Bank Notification Notification is required to Magnolia Commerce Bank, N.A. regarding the change of authorized signatories for each Target Entity's operating account(s) maintained at such institution. The relevant contact information is as follows: • Bank: Magnolia Commerce Bank, N.A. • Address: 225 Peachtree Street NE, Suite 100, Atlanta, Georgia 30303 • Contact: Linda Prescott, Vice President,
IV. Tenant Consents and Notifications Standard
⚑ Commercial term
IV. Tenant Consents and Notifications Certain leases within the portfolio contain provisions requiring landlord notification to tenants in the event of a change of ownership or control of the landlord entity. Based on a review of the lease portfolio, no tenant consent is required in connection with the entity-level transfer of the membership interests in the Target Entities. However, tenant notification letters will
V. State and Local Government Filings
V. State and Local Government Filings The following state and local government filings are required in connection with the transactions contemplated by the Agreement: (a) Foreign Qualification Updates: Updates to foreign qualification filings in Georgia, Texas, Florida, Tennessee, and North Carolina, as applicable, to reflect the change in ownership of each Target Entity. (b) Controlling-Interest Transfer Tax Filings
I. Property Management Agreement High
⚑ Penalty / liquidated damages
I. Property Management Agreement • Agreement: Master Property Management Agreement dated January 1, 2020 (the "PMA"), by and among each Target Entity, severally (and not jointly), and Argyle Property Services LLC ("Argyle"), as property manager. • Scope: Management, operation, and leasing of all 14 properties in the portfolio. • Management Fee: 3.0% of effective gross revenues across the portfolio, calculated and pay
II. Property-Level Service Contracts High
⚑ Penalty / liquidated damages
II. Property-Level Service Contracts • There are sixty-three (63) property-level service contracts in effect across the portfolio as of the date hereof. These service contracts cover the following categories of services: landscaping, janitorial, security, elevator maintenance, HVAC maintenance, fire and life safety systems maintenance, pest control, trash removal, and related building services. • A complete list of a
III. Reciprocal Easement Agreements and CC&Rs
III. Reciprocal Easement Agreements and CC&Rs Where applicable, the properties owned by the Target Entities are subject to reciprocal easement agreements, declarations of covenants, conditions, and restrictions, and similar instruments that have been recorded against the applicable properties. Such instruments are disclosed in the title commitments delivered to Buyer and are set forth in Exhibit P (Permitted Exceptio
IV. Parking Agreements Standard
⚑ Commercial term
IV. Parking Agreements • Buckhead Place Office Tower: Parking License Agreement dated April 1, 2019, between GMP Buckhead LLC, as licensee, and 3380 Parking Associates LLC, as licensor, pursuant to which GMP Buckhead LLC has the right to use one hundred eighty (180) reserved parking spaces in the adjacent multi-level parking structure located at 3380 Peachtree Road NE, Atlanta, Georgia 30326. The license has a term e
V. Telecommunications License Agreements
V. Telecommunications License Agreements • Various rooftop antenna and telecommunications riser license agreements are in effect at the following properties: • Buckhead Place Office Tower (GMP Buckhead LLC) • SouthPark Corporate Center (GMP SouthPark LLC) • The specific terms, counterparties, and revenue attributable to each such agreement are set forth in the Property-Specific Disclosure Schedules for the applicable
I. Pinnacle Federal Bank, N.A. — Loans 1-A through 1-H Medium
⚑ Assignment / subcontracting
I. Pinnacle Federal Bank, N.A. — Loans 1-A through 1-H • Loan Agreement: Master Loan Agreement dated September 15, 2020, as amended by that certain First Amendment to Master Loan Agreement dated March 1, 2022 (collectively, the "Pinnacle Loan Agreement"). • Lender: Pinnacle Federal Bank, N.A. • Borrowers: GMP Fairfield I LLC, GMP Fairfield II LLC, GMP Westlake LLC, GMP Katy LLC, GMP Alliance LLC, GMP Lakeland LLC, GM
II. Veltrano Capital Lending Corp. — Loans 2-A through 2-D Medium
⚑ Assignment / subcontracting
II. Veltrano Capital Lending Corp. — Loans 2-A through 2-D • Loan Agreement: Loan Agreement dated February 1, 2021, as amended by that certain First Amendment to Loan Agreement dated August 15, 2022, and that certain Second Amendment to Loan Agreement dated January 10, 2023 (collectively, the "Veltrano Loan Agreement"). • Lender: Veltrano Capital Lending Corp. • Borrowers: GMP Buckhead LLC, GMP SouthPark LLC, GMP Coo
III. Sycamore Life Insurance Company — Loans 3-A and 3-B Medium
⚑ Assignment / subcontracting
III. Sycamore Life Insurance Company — Loans 3-A and 3-B • Loan Agreement: Note Purchase Agreement dated November 22, 2019, as amended by that certain First Amendment to Note Purchase Agreement dated April 15, 2021 (collectively, the "Sycamore NPA"). • Noteholder: Sycamore Life Insurance Company. • Borrowers: GMP Peachtree LLC and GMP Mount Juliet LLC. • Number of Individual Loans: Two (2) (designated as Loans 3-A an
IV. Summary of Assumed Indebtedness Medium
⚑ Forum / governing law
IV. Summary of Assumed Indebtedness No other indebtedness of any Target Entity exists as of the date hereof, whether secured or unsecured, other than trade payables and accrued liabilities arising in the ordinary course of business and reflected in the financial statements delivered to Buyer. A complete list of all loan documents for each loan facility is set forth on Exhibit Q to the Agreement. SCHEDULE 1.6 Litigati
I. GMP SouthPark LLC — Tenant HVAC Dispute (Resolved)
I. GMP SouthPark LLC — Tenant HVAC Dispute (Resolved) • Target Entity: GMP SouthPark LLC (initially misdirected correspondence addressed to GMP Buckhead LLC has been corrected; the matter relates to SouthPark Corporate Center). • Claimant: Birchwood Technology Group Inc., tenant at SouthPark Corporate Center, Suite 600. • Nature of Matter: On November 8, 2023, counsel to Birchwood Technology Group Inc. delivered an i
II. GMP Lakeland LLC — Slip-and-Fall Personal Injury Claim
II. GMP Lakeland LLC — Slip-and-Fall Personal Injury Claim • Target Entity: GMP Lakeland LLC. • Case Caption: Maria Elena Fuentes v. GMP Lakeland LLC, Case No. 53-2024-CA-000247, Circuit Court of the Tenth Judicial Circuit, in and for Polk County, Florida. • Nature of Matter: Personal injury claim filed January 15, 2024, by Maria Elena Fuentes, a visitor to Lakeland Crossings Industrial, alleging injuries sustained a
III. GMP Alliance LLC — Mechanics' Lien Medium
⚑ Forum / governing law
III. GMP Alliance LLC — Mechanics' Lien • Target Entity: GMP Alliance LLC. • Lien Claimant: Lone Star Paving & Striping Co. • Nature of Matter: Mechanics' and materialman's lien affidavit filed October 25, 2023, in the Official Public Records of Tarrant County, Texas (Document No. D223-298415), in the amount of $127,500, relating to parking lot re-striping and minor surface repair work performed at Alliance Commerce
I. Phase I Environmental Site Assessments
I. Phase I Environmental Site Assessments Phase I Environmental Site Assessments ("Phase I ESAs") were conducted for all fourteen (14) properties in the portfolio in accordance with ASTM Standard E1527-21, Standard Practice for Environmental Site Assessments: Phase I Environmental Site Assessment Process. All Phase I ESAs were prepared by the following environmental consultant: • Consultant: Trident Environmental Gro
II. Properties with Clean Results (No Recognized Environmental Conditions)
II. Properties with Clean Results (No Recognized Environmental Conditions) Twelve (12) of the fourteen (14) properties received Phase I ESA reports identifying no Recognized Environmental Conditions ("RECs"), Controlled RECs ("CRECs"), Historical RECs ("HRECs"), or de minimis conditions requiring further investigation. These twelve properties are:
1. Fairfield Logistics Center I (GMP Fairfield I LLC)
1. Fairfield Logistics Center I (GMP Fairfield I LLC)
2. Fairfield Logistics Center II (GMP Fairfield II LLC)
2. Fairfield Logistics Center II (GMP Fairfield II LLC)
3. Katy Freeway Logistics Park (GMP Katy LLC)
3. Katy Freeway Logistics Park (GMP Katy LLC)
4. Alliance Commerce Center (GMP Alliance LLC)
4. Alliance Commerce Center (GMP Alliance LLC)
5. Southport Logistics Park (GMP Southport LLC)
5. Southport Logistics Park (GMP Southport LLC)
6. Murfreesboro Distribution Center (GMP Murfreesboro LLC)
6. Murfreesboro Distribution Center (GMP Murfreesboro LLC)
7. Buckhead Place Office Tower (GMP Buckhead LLC)
7. Buckhead Place Office Tower (GMP Buckhead LLC)
8. SouthPark Corporate Center (GMP SouthPark LLC)
8. SouthPark Corporate Center (GMP SouthPark LLC)
9. Cool Springs Office Park (GMP Cool Springs LLC)
9. Cool Springs Office Park (GMP Cool Springs LLC)
10. Brickell Bay Office Building (GMP Brickell LLC)
10. Brickell Bay Office Building (GMP Brickell LLC)
11. Peachtree Corners Logistics Center (GMP Peachtree LLC)
11. Peachtree Corners Logistics Center (GMP Peachtree LLC)
12. Mount Juliet Commerce Park (GMP Mount Juliet LLC)
12. Mount Juliet Commerce Park (GMP Mount Juliet LLC)
III. Properties with De Minimis Recognized Environmental Conditions (Controlled)
III. Properties with De Minimis Recognized Environmental Conditions (Controlled) Two (2) of the fourteen (14) properties received Phase I ESA reports identifying de minimis RECs, as described below. In each case, the identified condition has been characterized by Trident Environmental Group LLC as de minimis and controlled, and no further investigation was recommended. A. Westlake Distribution Hub (GMP Westlake LLC)
IV. Phase II Environmental Site Assessments
IV. Phase II Environmental Site Assessments No Phase II Environmental Site Assessment was required or conducted for any of the fourteen (14) properties in the portfolio based on the results of the Phase I ESAs.
V. Additional Environmental Representations Medium
⚑ Notice / time limit to track
V. Additional Environmental Representations (a) No Target Entity has received any notice of violation, citation, complaint, order, directive, or request for information from any federal, state, or local environmental regulatory authority, including without limitation the U.S. Environmental Protection Agency, any state environmental agency, or any local health department or environmental authority. (b) No underground
I. Tax Classification
I. Tax Classification Each Target Entity is treated as a disregarded entity for U.S. federal income tax purposes pursuant to Treasury Regulation Section 301.7701-3. As a disregarded entity, each Target Entity does not file a separate federal income tax return; rather, all items of income, deduction, gain, loss, and credit attributable to each Target Entity flow through to and are reported on the federal income tax re
II. Tax Return Filings
II. Tax Return Filings GMP Fund III (EIN: 83-1647205) has timely filed (or caused to be timely filed) all required federal, state, and local tax returns and reports relating to the Target Entities for all applicable taxable periods, including without limitation IRS Form 1065 and all applicable state partnership or composite returns. All taxes shown to be due on such returns have been timely paid in full.
III. Tax Audits, Assessments, and Proceedings Medium
⚑ Notice / time limit to track
III. Tax Audits, Assessments, and Proceedings No Target Entity is a party to, and no Target Entity has received written notice of, any pending or proposed tax audit, examination, assessment, deficiency, or proceeding by any federal, state, or local taxing authority. No Target Entity has received any written notice of proposed adjustment, deficiency, or assessment from any taxing authority with respect to any taxable
IV. Real Property Taxes High
⚑ Penalty / liquidated damages
IV. Real Property Taxes Real property tax returns and payments are current for all fourteen (14) properties owned by the Target Entities. No real property tax delinquencies, penalties, or interest charges are outstanding. The following table summarizes estimated annual real property taxes for the 2024 tax year (aggregate across all fourteen properties): • Estimated 2024 Annual Real Property Taxes (Aggregate): $14,760
V. Tax Sharing and Indemnification Agreements High
⚑ Indemnity / guarantee obligation
V. Tax Sharing and Indemnification Agreements No Target Entity has entered into, or is a party to, any tax sharing agreement, tax indemnification agreement, tax allocation agreement, or similar arrangement with any person or entity, other than the provisions of the Amended and Restated Agreement of Limited Partnership of GMP Fund III relating to allocations of income, gain, loss, deduction, and credit among the partn
VI. Extensions and Waivers
VI. Extensions and Waivers No Target Entity has granted any extension of time for filing any tax return that has not since been filed. No Target Entity has granted any waiver or extension of any statute of limitations with respect to any tax or any assessment or collection of any tax.
VII. Sales, Use, and Occupancy Taxes
VII. Sales, Use, and Occupancy Taxes All sales taxes, use taxes, occupancy taxes, and similar taxes applicable to tenant rents and other charges collected by or on behalf of the Target Entities have been timely collected from tenants and timely remitted to the applicable taxing authorities.
VIII. Controlling-Interest Transfer Tax Exposure
VIII. Controlling-Interest Transfer Tax Exposure The entity-level transfer of 100% of the membership interests in each Target Entity from GMP Fund III to Buyer triggers controlling-interest transfer taxes and/or documentary stamp taxes in certain of the jurisdictions where the properties are located. The following table sets forth the estimated transfer tax exposure by state: Pursuant to Section 9.4 of the Agreement,
IX. Tax Advisors
IX. Tax Advisors Seller's independent accounting and tax advisors for GMP Fund III and the Target Entities are: • Firm: Caldwell Murray & Oakes LLP • Engagement Partner: William Oakes, CPA • Address: 3344 Peachtree Road NE, Suite 1800, Atlanta, Georgia 30326 SCHEDULE 1.9 Insurance (Reference: Section 3.9 of the Agreement) The following is a summary of the current insurance coverage maintained for the properties owned
I. Property Insurance Medium
⚑ Liability cap to check against exposure
I. Property Insurance • Policy Type: Blanket property insurance (all-risk, including windstorm, flood where applicable, and earthquake where applicable) • Insurer: Ironclad Indemnity Insurance Company, 500 College Road East, Princeton, New Jersey 08540 • Named Insured: Greystone Meridian Partners Fund III, L.P. and each Target Entity • Coverage: The policy covers all fourteen (14) properties in the portfolio for prop
II. General Liability Insurance
II. General Liability Insurance • Policy Type: Commercial general liability • Insurer: Ironclad Indemnity Insurance Company • Named Insured: Greystone Meridian Partners Fund III, L.P. and each Target Entity • Limits: $1,000,000 per occurrence / $2,000,000 general aggregate • Policy Period: January 1, 2024, through January 1, 2025 • Policy Number: IIC-GL-2024-03715
III. Umbrella / Excess Liability Insurance
III. Umbrella / Excess Liability Insurance • Policy Type: Umbrella / excess liability • Insurer: Ironclad Indemnity Insurance Company • Named Insured: Greystone Meridian Partners Fund III, L.P. and each Target Entity • Limits: $25,000,000 per occurrence and in the aggregate • Policy Period: January 1, 2024, through January 1, 2025 • Policy Number: IIC-UE-2024-01203
IV. Workers' Compensation Insurance
IV. Workers' Compensation Insurance • Policy Type: Workers' compensation and employers' liability • Policyholder: Argyle Property Services LLC (as employer of all on-site property management and operational personnel) • Note: No Target Entity directly employs any individuals. Workers' compensation coverage is maintained by Argyle Property Services LLC in its capacity as property manager. See Schedule 1.10 (Employees)