[sheet: Closing Checklist]
Item No. | Category | Document / Deliverable | Description / Notes | Responsible Party | Delivery Status | Date Received / Executed | Comments
A-1 | A. JV Formation Documents | Certificate of Formation — Gramercy Linden JV LLC | Certificate of Formation filed with the Delaware Secretary of State for Gramercy Linden JV LLC (EIN: 93-4128765). Registered Agent: National Registered Agents of Delaware, Inc., 160 Greentree Drive, Suite 101, Dover, DE 19904. | Calderwood & Harkness LLP | Executed | 2023-04-18 | Filed and stamped copy received.
A-2 | A. JV Formation Documents | Certificate of Formation — Gramercy Linden PropCo LLC | Certificate of Formation / Articles of Organization filed with the New York Secretary of State for Gramercy Linden PropCo LLC (EIN: 93-4128779). New York LLC; wholly owned subsidiary of GLJV. | Calderwood & Harkness LLP | Executed | 2023-04-20 | Filed and stamped copy received.
A-3 | A. JV Formation Documents | EIN Confirmation Letter — Gramercy Linden JV LLC | IRS EIN assignment letter confirming EIN 93-4128765 for Gramercy Linden JV LLC. | Kessler Whitmore & Co. LLP (Robert Nwosu) | Final | 2023-04-21
A-4 | A. JV Formation Documents | EIN Confirmation Letter — Gramercy Linden PropCo LLC | IRS EIN assignment letter confirming EIN 93-4128779 for Gramercy Linden PropCo LLC. | Kessler Whitmore & Co. LLP (Robert Nwosu) | Final | 2023-04-22
A-5 | A. JV Formation Documents | Limited Liability Company Agreement of Gramercy Linden JV LLC (Execution Version) | Executed LLC Agreement dated April 19, 2023 among Briarwood Family Office LLC (Managing Member, 50%), Cedarpoint Capital Partners LLC (30%), and Halcyon Ridge Investments LP (20%). Signed by Elliot J. Briarwood (Briarwood), Jonathan Hu (Cedarpoint), Garrett Ellison (Halcyon Ridge). | Calderwood & Harkness LLP / Whitfield Archer & Crane LLP | Executed | 2023-04-19 | Originals held by C&H; copies distributed to all Members.
A-6 | A. JV Formation Documents | Limited Liability Company Agreement of Gramercy Linden PropCo LLC | Operating agreement for PropCo as wholly owned subsidiary of GLJV. Sole member: Gramercy Linden JV LLC. | Calderwood & Harkness LLP | Executed | 2023-05-30
B-1 | B. Acquisition Documents | Purchase and Sale Agreement (Execution Version) | PSA dated March 15, 2023 between Linden Gramercy Holdings LLC (Seller) and Gramercy Linden PropCo LLC (Purchaser). Purchase Price: $40,000,000. Seller's counsel: Reedmore & Pratt LLP (David Ochoa). | Calderwood & Harkness LLP / Reedmore & Pratt LLP | Executed | 2023-03-15 | Fully executed; original on file.
B-2 | B. Acquisition Documents | Amendments / Side Letters to PSA (if any) | Any amendments or side letters to the PSA. | Calderwood & Harkness LLP / Reedmore & Pratt LLP | N/A | None required.
B-3 | B. Acquisition Documents | Bargain and Sale Deed with Covenants Against Grantor's Acts | Deed conveying the Property (245 East 21st Street, New York, NY 10010; Block 899, Lot 42, Manhattan) from Linden Gramercy Holdings LLC to Gramercy Linden PropCo LLC. | Reedmore & Pratt LLP (Seller's counsel) | Executed | 2023-06-05 | To be recorded by Archer & Towne Title Company post-closing.
B-4 | B. Acquisition Documents | Bill of Sale | Transfer of personal property, fixtures, and equipment located at the Property from Seller to Purchaser. | Reedmore & Pratt LLP | Executed | 2023-06-05
B-5 | B. Acquisition Documents | Assignment and Assumption of Leases | Assignment of all residential leases (212 units) and retail leases (2 units, ~4,800 sq ft combined) from Seller to Purchaser, together with Purchaser's assumption thereof. | Calderwood & Harkness LLP / Reedmore & Pratt LLP | Executed | 2023-06-05 | Covers 96.2% occupied units per Jan. 2023 rent roll.
B-6 | B. Acquisition Documents | Assignment and Assumption of Contracts | Assignment of service contracts, maintenance agreements, and other property-level contracts from Seller to Purchaser. | Calderwood & Harkness LLP / Reedmore & Pratt LLP | Executed | 2023-06-05
B-7 | B. Acquisition Documents | FIRPTA Certificate (Certificate of Non-Foreign Status) | Seller's certification that Linden Gramercy Holdings LLC (EIN: 20-6438172) is not a foreign person under IRC §1445. Signed by Marcus Steinfeld, Managing Member. | Reedmore & Pratt LLP | Executed | 2023-06-05
B-8 | B. Acquisition Documents | NYC Real Property Transfer Tax Return (RPT) | NYC RPTT return reflecting tax of $1,050,000 (2.625% × $40,000,000). | Calderwood & Harkness LLP | Executed | 2023-06-05 | Filed with NYC Department of Finance.
B-9 | B. Acquisition Documents | NYS Real Estate Transfer Tax Return (TP-584) | NYS transfer tax return reflecting tax of $160,000 ($2.00 / $500 × $40,000,000). | Calderwood & Harkness LLP | Executed | 2023-06-05 | Filed with recording of deed.
B-10 | B. Acquisition Documents | NYS Mansion Tax Payment | Additional transfer tax of $150,000 (0.375% × $40,000,000) payable by Purchaser per PSA. | Calderwood & Harkness LLP | Executed | 2023-06-05 | Paid by Purchaser at closing.
B-11 | B. Acquisition Documents | Tenant Notification Letters | Letters to all residential and retail tenants notifying them of the change in ownership and new management contact information (Summit Property Group LLC, Diana Castillo). | Calderwood & Harkness LLP / Summit Property Group LLC | Pending | To be delivered within 30 days post-closing (by July 5, 2023).
B-12 | B. Acquisition Documents | Seller's Closing Certificate (Bring-Down of Reps and Warranties) | Certificate of Seller confirming that all representations and warranties in the PSA remain true and correct as of closing. | Reedmore & Pratt LLP | Executed | 2023-06-05
C-1 | C. Loan Documents | Loan Agreement | Senior acquisition loan agreement between Gramercy Linden PropCo LLC (Borrower) and Pinnacle Fidelity Bank, N.A. (Lender). Loan No. PFB-CRE-2023-05741. $26,000,000 at SOFR + 215 bps (SOFR floor 3.00%); 5-year term maturing June 5, 2028; 24-month I/O, then 30-year amortization. DSCR covenant: min 1.25x. LTV covenant: max 70%. | Calderwood & Harkness LLP / Pinnacle Fidelity Bank (Sandra Kim) | Executed | 2023-06-05 | All-in rate at closing est. 7.22% (5.07% SOFR + 2.15%).
C-2 | C. Loan Documents | Promissory Note | Promissory note in the principal amount of $26,000,000 executed by Gramercy Linden PropCo LLC in favor of Pinnacle Fidelity Bank, N.A. | Pinnacle Fidelity Bank | Executed | 2023-06-05
C-3 | C. Loan Documents | Mortgage, Assignment of Leases and Rents, Security Agreement, and Fixture Filing | Mortgage encumbering the Property (Block 899, Lot 42, Manhattan) in favor of Pinnacle Fidelity Bank, N.A. securing the $26,000,000 loan. | Calderwood & Harkness LLP / Pinnacle Fidelity Bank | Executed | 2023-06-05 | To be recorded by Archer & Towne Title Company post-closing.
C-4 | C. Loan Documents | Assignment of Leases and Rents (Collateral Assignment) | Separate collateral assignment of all leases and rents at the Property to Pinnacle Fidelity Bank, N.A. | Calderwood & Harkness LLP / Pinnacle Fidelity Bank | Executed | 2023-06-05
C-5 | C. Loan Documents | Non-Recourse Carveout Guaranty | Guaranty executed by Elliot J. Briarwood, individually, in favor of Pinnacle Fidelity Bank, N.A. covering bad boy carveout events (fraud, voluntary bankruptcy, misapplication of rents, etc.). Financial covenants: minimum net worth $15,000,000; minimum liquidity $3,000,000. | Calderwood & Harkness LLP | Executed | 2023-06-05
C-6 | C. Loan Documents | Environmental Indemnity Agreement | Environmental indemnity by Gramercy Linden PropCo LLC and Elliot J. Briarwood in favor of Pinnacle Fidelity Bank, N.A. | Calderwood & Harkness LLP / Pinnacle Fidelity Bank | Executed | 2023-06-05 | Phase I ESA (Report No. REC-2023-0287 by Ridgecrest Environmental Consultants LLC) showed no RECs.
C-7 | C. Loan Documents | UCC-1 Financing Statements | UCC-1 filings to perfect Lender's security interest in personal property, fixtures, and rents. | Pinnacle Fidelity Bank | Pending | To be filed with NY Secretary of State and NYC Register post-closing; due by July 5, 2023.
C-8 | C. Loan Documents | Borrower's Certificate | Certificate of Borrower (Gramercy Linden PropCo LLC) confirming representations, organizational authority, and compliance with loan conditions. | Calderwood & Harkness LLP | Executed | 2023-06-05
C-9 | C. Loan Documents | Cash Management Agreement / Lockbox Agreement | Agreement establishing soft lockbox for rents; hard lockbox triggers upon Cash Sweep Trigger Event (DSCR < 1.15x for two consecutive quarters). | Calderwood & Harkness LLP / Pinnacle Fidelity Bank | Executed | 2023-06-05
C-10 | C. Loan Documents | Loan Origination Fee Payment Confirmation | Confirmation of payment of origination fee of $195,000 (0.75% × $26,000,000) to Pinnacle Fidelity Bank, N.A. | Calderwood & Harkness LLP | Final | 2023-06-05 | Deducted from loan proceeds at closing.
D-1 | D. Title and Insurance | Owner's Title Insurance Policy | Owner's policy issued by Archer & Towne Title Company in the amount of $40,000,000 insuring Gramercy Linden PropCo LLC as owner. Title Commitment No. AT-2023-MN-0041872. Title Officer: Philip Moreno. | Archer & Towne Title Company | Pending | Pro forma policy delivered at closing; final policy to be issued post-recording of deed.
D-2 | D. Title and Insurance | Lender's Title Insurance Policy | Mortgagee policy issued by Archer & Towne Title Company in the amount of $26,000,000 insuring Pinnacle Fidelity Bank, N.A. as mortgagee. | Archer & Towne Title Company | Pending | Pro forma policy delivered at closing; final policy to be issued post-recording of mortgage.
D-3 | D. Title and Insurance | Title Commitment and Endorsements | Title commitment no. AT-2023-MN-0041872 issued April 11, 2023, with all required endorsements (zoning, access, contiguity, tax lot). | Archer & Towne Title Company (Philip Moreno) | Final | 2023-04-11 | All objections resolved per C&H title review letter.
D-4 | D. Title and Insurance | Updated Survey | ALTA/NSPS survey of the Property, certified to Purchaser, Lender, and title company. | Calderwood & Harkness LLP (coordinated) | Final | 2023-05-15 | No material survey defects.
D-5 | D. Title and Insurance | Property Insurance Binder — Northern Continental Assurance Company | Evidence of property / casualty insurance covering the Property, naming Pinnacle Fidelity Bank, N.A. as mortgagee and additional insured. Carrier: Northern Continental Assurance Company. Broker: Beacon Meridian Insurance Group (Alan Fitzpatrick). | Beacon Meridian Insurance Group | Final | 2023-06-04 | Effective June 5, 2023.
D-6 | D. Title and Insurance | General Liability Insurance Binder — Consolidated Mutual Indemnity Co. | Evidence of commercial general liability insurance covering the Property. Carrier: Consolidated Mutual Indemnity Co. Broker: Beacon Meridian Insurance Group (Alan Fitzpatrick). | Beacon Meridian Insurance Group | Final | 2023-06-04 | Effective June 5, 2023.
D-7 | D. Title and Insurance | Umbrella / Excess Liability Insurance Binder | Evidence of umbrella liability coverage. Placed by Beacon Meridian Insurance Group. | Beacon Meridian Insurance Group | Final | 2023-06-04
E-1 | E. Organizational and Authority Documents | Certificate of Good Standing — Briarwood Family Office LLC (Delaware) | Certificate of good standing from the Delaware Secretary of State for Briarwood Family Office LLC (EIN: 83-2174609). | Calderwood & Harkness LLP | Final | 2023-05-30 | Dated within 30 days of closing.
E-2 | E. Organizational and Authority Documents | Certificate of Good Standing — Cedarpoint Capital Partners LLC (Delaware) | Certificate of good standing from the Delaware Secretary of State for Cedarpoint Capital Partners LLC (EIN: 47-5093821). | Whitfield Archer & Crane LLP | Final | 2023-05-28
E-3 | E. Organizational and Authority Documents | Certificate of Good Standing — Halcyon Ridge Investments LP (Delaware) | Certificate of good standing from the Delaware Secretary of State for Halcyon Ridge Investments LP (EIN: 85-1362047), including Halcyon Ridge GP LLC (general partner). | Whitfield Archer & Crane LLP | Final | 2023-05-28
E-4 | E. Organizational and Authority Documents | Certificate of Good Standing — Gramercy Linden JV LLC (Delaware) | Certificate of good standing from the Delaware Secretary of State for Gramercy Linden JV LLC (EIN: 93-4128765). | Calderwood & Harkness LLP | Final | 2023-05-31
E-5 | E. Organizational and Authority Documents | Certificate of Good Standing — Gramercy Linden PropCo LLC (New York) | Certificate of good standing from the New York Secretary of State for Gramercy Linden PropCo LLC (EIN: 93-4128779). | Calderwood & Harkness LLP | Final | 2023-05-31
E-6 | E. Organizational and Authority Documents | Certificate of Good Standing — Linden Gramercy Holdings LLC (New York) | Certificate of good standing from the New York Secretary of State for Linden Gramercy Holdings LLC (Seller; EIN: 20-6438172). | Reedmore & Pratt LLP | Final | 2023-05-29
E-7 | E. Organizational and Authority Documents | Resolutions — Briarwood Family Office LLC | Resolutions of the managing member / authorized representative of Briarwood Family Office LLC authorizing the formation of the JV, the acquisition, and the senior financing. | Calderwood & Harkness LLP | Executed | 2023-06-01 | Signed by Elliot J. Briarwood.
E-8 | E. Organizational and Authority Documents | Resolutions — Cedarpoint Capital Partners LLC | Resolutions authorizing Cedarpoint's participation in the JV and equity contribution of $4,200,000. | Whitfield Archer & Crane LLP | Executed | 2023-06-01 | Signed by Jonathan Hu and Priya Raghavan.
E-9 | E. Organizational and Authority Documents | Resolutions — Halcyon Ridge Investments LP | Resolutions of the general partner (Halcyon Ridge GP LLC) authorizing Halcyon Ridge's participation in the JV and equity contribution of $2,800,000. | Whitfield Archer & Crane LLP | Executed | 2023-06-01 | Signed by Garrett Ellison on behalf of Halcyon Ridge GP LLC.
E-10 | E. Organizational and Authority Documents | Resolutions — Gramercy Linden JV LLC | Resolutions of GLJV authorizing PropCo to acquire the Property, execute loan documents, and undertake related transactions. | Calderwood & Harkness LLP | Executed | 2023-06-02
E-11 | E. Organizational and Authority Documents | Resolutions — Linden Gramercy Holdings LLC (Seller) | Resolutions of Seller authorizing the sale of the Property for $40,000,000. | Reedmore & Pratt LLP | Executed | 2023-06-01 | Signed by Marcus Steinfeld.
E-12 | E. Organizational and Authority Documents | Incumbency Certificates — Purchaser / Borrower Entities | Incumbency certificates for Gramercy Linden JV LLC and Gramercy Linden PropCo LLC identifying authorized signatories. | Calderwood & Harkness LLP | Executed | 2023-06-05
E-13 | E. Organizational and Authority Documents | Incumbency Certificate — Seller | Incumbency certificate for Linden Gramercy Holdings LLC identifying Marcus Steinfeld as Managing Member. | Reedmore & Pratt LLP | Executed | 2023-06-05
F-1 | F. Third-Party Documents | Property Management Agreement — Summit Property Group LLC | Post-closing property management agreement between Gramercy Linden PropCo LLC and Summit Property Group LLC (Diana Castillo, SVP). Management fee: 3.5% of Effective Gross Revenue. | Calderwood & Harkness LLP / Summit Property Group LLC | Executed | 2023-06-05 | Effective upon closing.
F-2 | F. Third-Party Documents | Closing Settlement Statement / Funds Flow Memorandum | Closing settlement statement prepared by C&H allocating $40,000,000 purchase price: $2,000,000 earnest money credit, $26,000,000 loan proceeds (net of $195,000 origination fee), equity contributions ($7,000,000 Briarwood, $4,200,000 Cedarpoint, $2,800,000 Halcyon Ridge). Includes prorations for RE taxes ($1,420,000 annual), transfer taxes, and closing costs ($1,850,000 est.). | Calderwood & Harkness LLP (Rafael Dominguez) | Final | 2023-06-05 | Approved by all parties.
F-3 | F. Third-Party Documents | Appraisal Report | MAI appraisal by Greystone Appraisal Associates LLC (Helen Vasquez, MAI); Appraisal File No. GAA-2023-NY-1148; appraised value $41,200,000 as of February 15, 2023. | Greystone Appraisal Associates LLC | Final | 2023-03-22 | Delivered to Pinnacle Fidelity Bank.
F-4 | F. Third-Party Documents | Phase I Environmental Site Assessment Report | Phase I ESA by Ridgecrest Environmental Consultants LLC (Dr. Karen Ishikawa); Report No. REC-2023-0287. No recognized environmental conditions identified. | Ridgecrest Environmental Consultants LLC | Final | 2023-03-28
F-5 | F. Third-Party Documents | Estoppel Certificates — Retail Tenants | Estoppel certificates from the two ground-floor retail tenants (~4,800 sq ft combined) confirming lease terms and no defaults. | Reedmore & Pratt LLP (Seller) | Executed | 2023-06-03
F-6 | F. Third-Party Documents | Wire Transfer Instructions — All Parties | Wire instructions for Seller (Linden Gramercy Holdings LLC), Lender (Pinnacle Fidelity Bank, N.A.), Archer & Towne Title Company (escrow), and equity contributors (Briarwood, Cedarpoint, Halcyon Ridge). | Calderwood & Harkness LLP / All parties | Final | 2023-06-04
F-7 | F. Third-Party Documents | Loan Commitment Letter — Pinnacle Fidelity Bank, N.A. | Commitment letter issued April 7, 2023 by Pinnacle Fidelity Bank, N.A. (Sandra Kim, VP, CRE Lending) for $26,000,000 senior acquisition loan. | Pinnacle Fidelity Bank | Final | 2023-04-07 | All conditions satisfied.
F-8 | F. Third-Party Documents | Rent Roll (as of January 2023) | Certified rent roll for the Property showing 212 residential units and 2 retail units; 96.2% occupancy; Gross Potential Rent (Res.) $5,680,000; Gross Potential Rent (Retail) $384,000. | Reedmore & Pratt LLP (Seller) | Final | 2023-06-01 | Updated and certified by Seller for closing.
SUMMARY | Total Items | 50
Items Executed | 31
Items Final | 15
Items Pending | 3
Items N/A | 1
Items Complete (Executed + Final) | 46
Completion Percentage | 92.0%
[sheet: Legend & Cover]
Field | Value
DEAL INFORMATION
Matter | Acquisition of The Linden at Gramercy Park
C&H Matter No. | 1026-00004
Property Address | 245 East 21st Street, New York, NY 10010
Block & Lot | Block 899, Lot 42, Borough of Manhattan
Purchaser | Gramercy Linden PropCo LLC
Seller | Linden Gramercy Holdings LLC
Lender | Pinnacle Fidelity Bank, N.A.
Purchase Price | $40,000,000
Loan Amount | $26,000,000 (Loan No. PFB-CRE-2023-05741)
Total Equity | $14,000,000
Equity — Briarwood Family Office LLC (50%) | $7,000,000
Equity — Cedarpoint Capital Partners LLC (30%) | $4,200,000
Equity — Halcyon Ridge Investments LP (20%) | $2,800,000
Closing Date | June 5, 2023
Post-Closing Deadline | July 5, 2023
Prepared By | Rafael Dominguez, Calderwood & Harkness LLP
Responsible Partner | Angela Fontaine, Calderwood & Harkness LLP
STATUS LEGEND
Executed | Document has been signed by all required parties
Final | Document is in final form and delivered but does not require execution
Draft | Document is in draft form and not yet finalized
Pending | Document is outstanding and to be delivered post-closing or awaiting action
N/A | Not applicable to this transaction
RESPONSIBLE PARTY KEY
C&H | Calderwood & Harkness LLP (Angela Fontaine, Grace Nakamura, Rafael Dominguez)
WAC | Whitfield Archer & Crane LLP (Nadia Kowalski, Thomas Greenbaum) — Co-Investors' counsel
R&P | Reedmore & Pratt LLP (David Ochoa) — Seller's counsel
PFB | Pinnacle Fidelity Bank, N.A. (Sandra Kim)
A&T | Archer & Towne Title Company (Philip Moreno)
BMIG | Beacon Meridian Insurance Group (Alan Fitzpatrick)
SPG | Summit Property Group LLC (Diana Castillo)
KW | Kessler Whitmore & Co. LLP (Robert Nwosu)