CALDERWOOD & HARKNESS LLP
NEW MATTER INTAKE MEMORANDUM
CONFIDENTIAL — INTERNAL USE ONLY
Form Type: New Matter Intake / Opening Form Date Completed: February 25, 2026 Completed By: Cynthia Ho, Associate, Real Estate Department
This memorandum is prepared in connection with the opening of a new client matter and is submitted for review and approval in accordance with Calderwood & Harkness LLP's ("C&H" or the "Firm") internal policies and procedures governing the intake and clearance of new engagements. All information contained herein is based on representations made by the prospective client, publicly available records, and preliminary due diligence conducted by the undersigned. This memorandum should be read in conjunction with the Engagement Letter and Conflict Check Memorandum referenced herein and appended as attachments.
Section 1: Matter Information
Matter Number: 1026-00003
Matter Name: Briarwood Family Office LLC — Acquisition of 450 West 34th Street, New York, NY
Date Opened: February 25, 2026
Practice Group: Real Estate
Matter Type: Real Estate Acquisition (Commercial — Mixed-Use)
Office: One Liberty Plaza, 38th Floor, New York, NY 10006
Matter Status: Active — Prospective / LOI Stage
Governing Law: New York
This matter involves the representation of Briarwood Family Office LLC in connection with its proposed acquisition of a fourteen-story mixed-use building located in the Hudson Yards submarket of Manhattan. As of the date of this memorandum, the parties are in the process of negotiating a letter of intent, and the Firm has been retained to advise the client through all phases of the transaction from LOI through closing. The engagement is expected to span approximately four to five months, with a target closing date of June 30, 2026, subject to adjustment based on the progress of due diligence and financing arrangements.
Section 2: Client Information
Client Full Legal Name: Briarwood Family Office LLC
Client Short Name / Acronym: Briarwood / BFO
Entity Type: Limited Liability Company
Jurisdiction of Organization: Delaware
EIN: 83-2947156
Principal Office Address: 680 Park Avenue, 9th Floor, New York, NY 10065
Client Principal / Primary Contact: Theodore R. Ashworth, Founder & Managing Principal
Telephone: (212) 555-0184
Email: t.ashworth@briarwoodfo.com
Secondary Contact: Margaux Ashworth-Levine, Principal & Head of Real Estate Investments
Telephone: (212) 555-0192
Email: m.ashworth-levine@briarwoodfo.com
Client Background:
Briarwood Family Office LLC is the single-family office of the Ashworth family. The office was established in 2008 by Theodore R. Ashworth to consolidate and professionalize the management of the Ashworth family's investment portfolio following the sale of Ashworth Textile Industries, Inc., a fourth-generation textile manufacturing enterprise that had been one of the largest privately held textile concerns in the northeastern United States. The proceeds from the sale of the family business, together with accumulated multigenerational wealth, form the foundation of BFO's investment program.
BFO currently manages approximately $2.8 billion in assets under management across three principal investment strategies: (i) direct real estate investment, (ii) private equity and venture capital fund investments, and (iii) a diversified liquid securities portfolio. Of the total AUM, approximately $1.1 billion is allocated to existing New York metropolitan area commercial and residential real estate assets, reflecting the family's strong conviction in the long-term value of core urban real estate. Over the past fifteen years, BFO has pivoted heavily into direct real estate investment, with a focus on value-add mixed-use and commercial properties in core urban markets, particularly in Manhattan, Brooklyn, and select northern New Jersey submarkets. The family office maintains a lean internal team of approximately eighteen professionals, including dedicated acquisitions, asset management, and portfolio management personnel.
Existing Client Status: Briarwood Family Office LLC is a new client of the Firm. No prior matters have been opened for this client, and no prior engagements have been undertaken by any C&H attorney for Briarwood or any Ashworth family member in their individual capacity. Accordingly, there are no prior C&H matter numbers to reference. Standard new client onboarding procedures, including anti-money laundering and know-your-client verification, have been initiated and are being processed concurrently with the intake of this matter.
Section 3: Engagement Team
Responsible Partner: Angela Fontaine, Partner, Real Estate Department
Direct Line: (212) 555-0341
Email: a.fontaine@calderwoodharkness.com
Bar Admission: New York, 2001
Billing Partner: Douglas Fairchild, Partner, Real Estate Department
Direct Line: (212) 555-0278
Email: d.fairchild@calderwoodharkness.com
Bar Admission: New York, 1997
Lead Associate: Cynthia Ho, Associate, Real Estate Department
Direct Line: (212) 555-0415
Email: c.ho@calderwoodharkness.com
Bar Admission: New York, 2021
Working Associate: Grace Nakamura, Associate, Real Estate Department
Direct Line: (212) 555-0422
Email: g.nakamura@calderwoodharkness.com
Bar Admission: New York, 2023
Supervising Authority: Angela Fontaine
Ms. Fontaine will serve as the supervising attorney for all aspects of this engagement and will maintain primary responsibility for client communications, strategic direction, and the negotiation of material transaction documents. Mr. Fairchild, as billing partner, will oversee all matters relating to billing, fee arrangements, and compliance with the terms of the engagement letter. The associate team will be responsible for day-to-day drafting, due diligence coordination, and management of third-party consultants under the supervision of Ms. Fontaine. Additional attorneys or paraprofessionals may be staffed to the matter as needed, subject to the approval of the Responsible Partner.
Section 4: Matter Description and Scope of Engagement
A. Transaction Summary
Briarwood Family Office LLC ("BFO" or "Buyer") is pursuing the acquisition of a fourteen-story mixed-use building located at 450 West 34th Street, New York, New York 10001 (Block 754, Lot 42, Borough of Manhattan) (the "Property") from Meridian Gateway Holdings LLC ("Meridian" or "Seller"), a New York limited liability company, for a gross purchase price of One Hundred Twenty Million Dollars ($120,000,000).
The Property comprises approximately 186,400 gross square feet of space, distributed as follows:
• Retail Component: Floors 1–2, approximately 28,600 square feet
• Office Component: Floors 3–9, approximately 97,300 square feet
• Residential Rental Component: Floors 10–14, thirty-eight (38) units, approximately 42,500 square feet
• Cellar Storage/Mechanical: Approximately 18,000 square feet
The building was originally constructed in 1928 and underwent substantial renovation between 2016 and 2020, during which the Seller invested approximately $14,200,000 in capital improvements, including the modernization of the building's HVAC systems, elevator replacement, façade restoration, and the fit-out of certain ground-floor retail and upper-floor office spaces. The Property is situated in the Hudson Yards submarket of Manhattan's West Side, an area that has experienced significant infrastructure investment and demand growth over the past decade.
The proposed acquisition represents a core-plus to value-add investment for BFO, with the investment thesis centered on (i) the mark-to-market potential of below-market office and retail leases, (ii) the lease-up of currently vacant space, (iii) the potential utilization of approximately 14,850 square feet of unused development rights, and (iv) ongoing benefits from the neighborhood's continued transformation as the Hudson Yards district matures.
B. Scope of Representation
Calderwood & Harkness LLP has been engaged to represent BFO in all legal aspects of the proposed acquisition. The scope of the Firm's representation encompasses the following:
1. Letter of Intent. Negotiation and documentation of the letter of intent between Buyer and Seller, including the establishment of key business terms, exclusivity provisions, and the framework for the due diligence period.
2. Preliminary Legal Due Diligence. Comprehensive legal due diligence on the Property, including but not limited to:
(a) Title examination and review of the title commitment and all exceptions thereto;
(b) Survey review, including coordination of an updated ALTA/NSPS survey;
(c) Review of all existing leases, amendments, guarantees, and related tenant correspondence;
(d) Environmental review, including coordination of an updated Phase I Environmental Site Assessment;
(e) Zoning and land use analysis, including confirmation of the Property's conforming use status, available development rights, and any applicable zoning lot restrictions;
(f) Real property tax review and analysis of current assessments and any pending certiorari proceedings;
(g) Entity-level review of Seller's organizational documents, authority, and good standing;
(h) Review of outstanding violations, including Department of Buildings, Environmental Control Board, and Fire Department records;
(i) Insurance review, including analysis of existing coverage and requirements for the acquisition and permanent financing;
(j) Review of existing financing documents and coordination of mortgage payoff and satisfaction;
3. Formation of Acquisition SPV. Formation of BFO 450 West 34th LLC as a Delaware limited liability company, with Briarwood Family Office LLC as sole member, to serve as the acquisition vehicle for the Property.
4. Purchase and Sale Agreement. Drafting and negotiation of the purchase and sale agreement, including all schedules, exhibits, and ancillary closing documents.
5. Financing Coordination. Coordination with lender's counsel in connection with the proposed senior mortgage from Pinnacle Federal Savings Bank and the preferred equity investment from Caliber Point Capital Partners LP, including review and negotiation of loan documents and preferred equity documentation as necessary to protect Buyer's interests.
6. Third-Party Coordination. Coordination with the client's third-party consultants, including the environmental consultant, appraiser, surveyor, insurance broker, title insurer, and accountant/tax advisor.
7. Closing. Representation of Buyer through the closing of the transaction, including preparation, review, and negotiation of all closing deliverables, settlement statements, transfer tax returns, and post-closing matters.
C. Acquisition Vehicle
The acquisition will be consummated through a newly formed special purpose entity:
Entity Name: BFO 450 West 34th LLC (to be formed) Entity Type: Delaware Limited Liability Company Sole Member: Briarwood Family Office LLC EIN: To be obtained upon formation Registered Agent: To be designated upon formation (anticipated: Pemberton Industries, Wilmington, Delaware)
The formation of the acquisition SPV will be coordinated by the C&H engagement team in consultation with the client's tax advisor, Edgemont Nash & Co. LLP, to ensure the entity structure is optimized for tax efficiency and consistent with any requirements imposed by the senior lender and preferred equity provider.
Section 5: Counterparty and Adverse Party Information
A. Seller. Full Legal Name: Meridian Gateway Holdings LLC
Short Name: Meridian / MGH
Entity Type: New York limited liability company
EIN: 27-6831044
Principal Office Address: 1440 Broadway, Suite 2200, New York, NY 10018
Managing Member: Victor S. Papadopoulos
Co-Managing Member: Elena K. Rosenberg
Based on preliminary research, Meridian Gateway Holdings LLC appears to be a real estate holding company formed in 2010 for the purpose of acquiring and holding the Property. It is understood that the entity is managed by Victor S. Papadopoulos and Elena K. Rosenberg, who serve as co-managing members. The membership structure and capitalization of Meridian are not presently known and will be the subject of entity-level due diligence during the contractual due diligence period.
B. Seller's Counsel
Firm: Hargrove, Pettigrew & Sloane LLP Address: 399 Park Avenue, 18th Floor, New York, NY 10022 Lead Partner: Jonathan D. Hargrove Associate: Rebecca Tran
Hargrove, Pettigrew & Sloane LLP is a mid-size New York firm with a well-regarded commercial real estate practice. Jonathan D. Hargrove is a senior partner in that firm's real estate department and is expected to serve as lead negotiating counsel for the Seller throughout the transaction.
Section 6: Deal Value and Financial Summary
A. Purchase Price and Deposit Structure
Gross Purchase Price: $120,000,000
Earnest Money Deposit (Initial): $6,000,000, representing five percent (5%) of the gross purchase price, to be deposited with Prestige Escrow Services LLC, 1 Penn Plaza, Suite 4500, New York, NY 10119, within three (3) business days following the execution and delivery of the purchase and sale agreement.
Additional Deposit: $3,000,000, to be deposited with Prestige Escrow Services LLC within one (1) business day following the expiration of the due diligence period, provided that Buyer has not terminated the agreement during such period.
Total Deposits: $9,000,000, representing seven and one-half percent (7.5%) of the gross purchase price.
The deposits will be held in an interest-bearing escrow account, with interest accruing for the benefit of the party ultimately entitled to receive the deposit in accordance with the terms of the purchase and sale agreement.
B. Property-Level Financial Metrics
Annualized In-Place Net Operating Income (NOI): $6,960,000
Implied Capitalization Rate: 5.80%
Price Per square Foot (Gross Building Area): $643.78
These figures are based on the Seller's unaudited operating statements for the trailing twelve-month period ended December 31, 2025, as provided by the Seller's broker. All financial information is preliminary and subject to verification during the due diligence period.
C. Proposed Capital Stack
The following table sets forth the anticipated sources and uses of funds for the acquisition, based on preliminary discussions with the client and its capital partners:
D. Financing Notes
Senior Mortgage — Pinnacle Federal Savings Bank:
Pinnacle Federal Savings Bank, 245 Park Avenue, 12th Floor, New York, NY 10167, has been identified as the prospective senior lender for this transaction. The relationship is managed by Daniel Ortega, Senior Vice President, Commercial Real Estate Lending. As of the date of this memorandum, Pinnacle has not yet issued a formal term sheet. Indicative terms discussed with the client include a floating rate of SOFR plus 225 basis points (estimated all-in rate of approximately 6.60% based on the current SOFR benchmark), a five-year term, and a thirty-year amortization schedule. The engagement team notes that the anticipated debt service coverage ratio ("DSCR") under these terms is approximately 1.16x based on in-place NOI, which is below typical lender underwriting minimums of 1.25x. This issue is flagged as a risk item in Section 12 below.
Preferred Equity — Caliber Point Capital Partners LP:
Caliber Point Capital Partners LP, 590 Madison Avenue, Suite 3100, New York, NY 10022, has been identified as a potential preferred equity provider. The primary contact is Priya Sundaram, Managing Director. Discussions between BFO and Caliber Point are preliminary in nature. The proposed preferred return is 10.5% per annum, with terms relating to redemption, subordination, governance rights, and other material provisions yet to be negotiated. No term sheet has been issued by Caliber Point as of the date of this memorandum.
The engagement team will coordinate with the client on financing developments and will be prepared to review and negotiate loan documents and preferred equity documentation as the capital structure is finalized.
Section 7: Key Dates and Timeline
The following table sets forth the key dates and milestones currently anticipated for the transaction. All dates are subject to change based on the progress of negotiations, due diligence, and financing.
The forty-five (45) calendar day due diligence period is measured from the date of full execution and delivery of the purchase and sale agreement. The Buyer will have the right to terminate the agreement for any reason or no reason during the due diligence period, with a return of the initial deposit. Upon expiration of the due diligence period without termination, the initial deposit becomes non-refundable (subject to customary exceptions for Seller default and certain casualty and condemnation provisions to be negotiated in the PSA), and the additional deposit becomes due.
The Seller's outside closing deadline of July 31, 2026 represents the outer date by which closing must occur, absent mutual agreement to extend. The engagement team will seek to negotiate reasonable extension rights for the Buyer in the PSA to account for potential delays in the financing or title clearance process.
A detailed transaction timeline and critical path analysis is set forth in Attachment C appended hereto.
Section 8: Related Parties and Third-Party Professionals
The following third-party professionals and service providers have been identified in connection with this transaction. Conflicts clearance has been obtained with respect to all parties listed below, as reflected in the Conflict Check Memorandum dated February 25, 2026 (Attachment B).
A. Title Insurer
Firm: Granite State Title Insurance Company Address: 140 Broadway, 22nd Floor, New York, NY 10005 Title Officer: Martin Clearfield Telephone: (212) 555-0637 Email: m.clearfield@granitestatetitle.com
Granite State Title Insurance Company is expected to issue a title commitment for the Property based on a full title search. The Buyer will require an owner's policy of title insurance in the amount of the purchase price, together with such endorsements as the engagement team deems necessary or advisable. The senior lender will separately require a lender's policy.
B. Escrow Agent
Firm: Prestige Escrow Services LLC Address: 1 Penn Plaza, Suite 4500, New York, NY 10119
Prestige Escrow Services LLC will serve as escrow agent for the initial and additional earnest money deposits, as well as any other escrowed funds required under the purchase and sale agreement. The form and terms of the escrow agreement will be negotiated as part of the PSA documentation.
C. Environmental Consultant
Firm: Whitmore Environmental Sciences LLC Address: 55 Water Street, Suite 810, New York, NY 10041 Project Manager: Dr. Samantha Reeves Telephone: (212) 555-0744 Email: s.reeves@whitmoreenvironmental.com
Whitmore Environmental Sciences LLC has been retained to prepare an updated Phase I Environmental Site Assessment in accordance with ASTM E1527-21 standards. The existing Phase I ESA, dated June 15, 2020, is more than 180 days old and does not satisfy lender or title insurer requirements. The updated Phase I is expected to be completed within four to six weeks of engagement.
D. Property Appraiser
Firm: Kensington Valuation Group Inc. Address: 757 Third Avenue, 14th Floor, New York, NY 10017 Lead Appraiser: Robert Huang, MAI Telephone: (212) 555-0519 Email: r.huang@kensingtonvaluation.com
Kensington Valuation Group Inc. will be engaged to prepare an appraisal of the Property for purposes of the senior mortgage financing. The appraisal is expected to be ordered at the direction of Pinnacle Federal Savings Bank upon issuance of a term sheet. The engagement team will coordinate with lender's counsel regarding appraisal timing and scope requirements.
E. Insurance Broker
Firm: Lockhart & Pryor Insurance Advisors LLC Address: 100 William Street, Suite 600, New York, NY 10038 Broker: Nadia Kowalski Telephone: (212) 555-0861 Email: n.kowalski@lockhartpryor.com
Lockhart & Pryor Insurance Advisors LLC will advise BFO on the procurement of property and casualty, general liability, umbrella, and any other insurance coverage required in connection with the acquisition and ownership of the Property, including compliance with lender insurance requirements.
F. Current Property Manager
Firm: Atlas Urban Management Corp. Address: 330 West 42nd Street, 7th Floor, New York, NY 10036 Contact: Gerald Fitch, Senior Property Manager Telephone: (212) 555-0953 Email: g.fitch@atlasurban.com
Atlas Urban Management Corp. currently serves as the property manager for the Property pursuant to a management agreement with the Seller. The existing management agreement runs through December 31, 2027 and provides for a management fee equal to 4.0% of effective gross income. The engagement team will need to obtain and review the management agreement, including any termination provisions, change-of-control clauses, and assignment restrictions, as part of the due diligence process. The client has indicated that it may wish to either renegotiate or replace the existing management arrangement following closing.
G. Buyer's Accountant / Tax Advisor
Firm: Edgemont Nash & Co. LLP Address: 1185 Avenue of the Americas, 20th Floor, New York, NY 10036 Engagement Partner: Laura Siddiqui, CPA Telephone: (212) 555-0227 Email: l.siddiqui@edgemontnash.com
Edgemont Nash & Co. LLP will serve as BFO's accountant and tax advisor in connection with the acquisition, providing guidance on purchase price allocation, entity structuring, transfer tax analysis (including mansion tax applicability), and ongoing tax compliance matters.
H. Zoning / Land Use Consultant
Firm: Halcyon Planning Associates LLC Address: 250 West 57th Street, Suite 1430, New York, NY 10107 Principal: Mark Espinoza, AICP Telephone: (212) 555-0388 Email: m.espinoza@halcyonplanning.com
Halcyon Planning Associates LLC will prepare a zoning analysis and due diligence report for the Property, including confirmation of the Property's conforming use status, analysis of available unused development rights, and review of any restrictive declarations, zoning lot development agreements, or other encumbrances affecting the development potential of the Property.
I. Survey Firm
Firm: Clearview Land Surveyors Inc.
An existing ALTA/ACSM survey of the Property is on file, dated March 2, 2011. This survey is stale and does not reflect current conditions or comply with the 2021 Minimum Standard Detail Requirements for ALTA/NSPS Land Title Surveys. An updated ALTA/NSPS survey will be commissioned and is expected to be completed within three to four weeks of engagement. The updated survey will be required by the title insurer for the issuance of survey-related endorsements and by the senior lender as a condition to closing.
J. Seller's Existing Lender
Lender: Eastbridge Commercial Bank, N.A. Existing Mortgage: Recorded April 14, 2011, original principal amount of $41,100,000 Estimated Current Payoff: Approximately $28,700,000
The existing Eastbridge mortgage will be paid off and satisfied at closing. The engagement team will coordinate with Seller's counsel to obtain a payoff letter and ensure the timely satisfaction and discharge of the existing mortgage, together with the related UCC-1 financing statement. As discussed in Section 12 below, the engagement team will also evaluate the opportunity to structure the new Pinnacle mortgage as a consolidation, extension, and modification agreement ("CEMA") to reduce New York State and New York City mortgage recording taxes.
Section 9: Conflicts Check
A comprehensive conflict of interest search was conducted in accordance with Calderwood & Harkness LLP's Conflicts Clearance Policy and the New York Rules of Professional Conduct. The Conflict Check Memorandum, dated February 25, 2026, is attached hereto as Attachment B and incorporated herein by reference.
The conflicts search was run against all parties identified in Sections 2, 5, and 8 of this memorandum, including but not limited to:
• Briarwood Family Office LLC and its principals (Theodore R. Ashworth and Margaux Ashworth-Levine)
• Meridian Gateway Holdings LLC and its managing members (Victor S. Papadopoulos and Elena K. Rosenberg)
• Hargrove, Pettigrew & Sloane LLP (Seller's counsel)
• Pinnacle Federal Savings Bank (proposed senior lender)
• Caliber Point Capital Partners LP (proposed preferred equity provider)
• Eastbridge Commercial Bank, N.A. (Seller's existing lender)
• All third-party consultants, vendors, and service providers identified herein
Status: Cleared — No conflicts identified.
No current or former client relationships, adverse representations, or other potential conflicts were identified in connection with any of the parties to this transaction. The Firm is not currently representing and has not previously represented any party adverse to the client in connection with this matter or any related matter.
Section 10: Billing Arrangements
Billing Type: Hourly
Applicable Billing Rates:
Fee Estimate for Full Engagement (LOI through Closing): $275,000 – $350,000
This estimate is based on the anticipated scope of work described in Section 4 above and assumes a transaction of customary complexity for a New York City mixed-use commercial property acquisition of this size. The estimate includes attorney time for LOI negotiation, due diligence review, PSA drafting and negotiation, formation of the acquisition SPV, coordination with lender's counsel and third-party consultants, and representation through closing. The estimate does not include third-party costs and disbursements (e.g., filing fees, title search charges, UCC search fees, recording fees, messenger and courier charges), which will be billed as incurred. Actual fees may vary from the estimate depending on the complexity of issues arising during due diligence, the course of PSA negotiations, the complexity of the financing structure, and other factors outside the Firm's control.
Billing Partner: Douglas Fairchild
Billing Address:
Briarwood Family Office LLC 680 Park Avenue, 9th Floor New York, NY 10065
Attention: Theodore R. Ashworth
Payment Terms: As set forth in the Engagement Letter dated February 25, 2026 (Attachment A). Invoices are due and payable within thirty (30) days of the date of invoice. The Firm reserves the right to charge interest on past-due balances at a rate of one and one-half percent (1.5%) per month, as provided in the Engagement Letter.
Special Billing Instructions:
• Monthly invoicing cycle; invoices to be issued on or about the fifteenth (15th) day of each calendar month for the preceding month's services.
• Client has requested that the Firm provide a preliminary cost budget within ten (10) business days of the execution of the Engagement Letter, with a breakdown of estimated fees by transaction phase (LOI, due diligence, PSA/negotiation, closing).
• Client has requested that all individual disbursements exceeding $5,000 be submitted for advance approval by Theodore R. Ashworth or Margaux Ashworth-Levine prior to being incurred.
• All invoices should include detailed time entries with a brief description of work performed by each timekeeper.
Section 11: Property Summary
Property Address: 450 West 34th Street, New York, NY 10001
Block/Lot: Block 754, Lot 42, Borough of Manhattan
Gross Building Area: Approximately 186,400 square feet
Building Class: Mixed-use (retail, office, residential rental)
Number of Floors: Fourteen (14) stories plus cellar
Year Built: 1928
Renovation History: Substantial renovation completed between 2016 and 2020, with approximately $14,200,000 in capital improvements. Improvements included full modernization of the building's HVAC systems, replacement of two passenger elevators and one freight elevator, façade restoration and waterproofing, upgrade of the electrical distribution system, renovation of common area lobbies and corridors, and the fit-out of approximately 18,000 square feet of ground-floor retail and upper-floor office space.
Zoning District: C6-4
• Floor Area Ratio (FAR): 10.0 (applicable to both commercial and residential uses as-of-right)
• Lot Area: 20,125 square feet
• Maximum Buildable Floor Area: 201,250 square feet
• Existing Built Floor Area: Approximately 186,400 square feet
• Unused Development Rights: Approximately 14,850 square feet
Current Occupancy: 87.4% overall (based on Seller's representations as of January 31, 2026)
Existing Title Insurance Policy:
• Insurer: Granite State Title Insurance Company
• Policy Number: GST-2011-04872
• Effective Date: April 14, 2011
• Insured Amount: $68,500,000