Dear Ms. Okonkwo,
I am a senior associate at Calderwood & Harkness LLP working on the administration of the Eldon M. Briarwood Irrevocable Family Trust (EIN 13-7284915) (the "Trust"), under the supervision of my partner Patricia Dunmore. Our firm represents Briarwood Family Office LLC and the Trust in connection with the trustee succession and proposed in-kind distribution of trust assets described below.
I am writing to transmit two documents and an accompanying schedule for review by you and your client, Tobias E. Briarwood, in his capacity as a beneficiary holding a 35% beneficial interest in the Trust.
**Trustee Succession**
As you may be aware, Eldon M. Briarwood, the original individual trustee, was certified as permanently incapacitated by Dr. Annette Volkov on December 3, 2023, pursuant to Article VII, Section 7.2 of the Trust Agreement dated June 12, 1998 (as amended by the First Amendment dated March 3, 2008, and the Second Amendment dated December 31, 2015). In accordance with Article VII, Section 7.3 of the Trust Agreement, Margot S. Briarwood was named as the first successor individual trustee and formally accepted the appointment effective January 22, 2024. Caldwell Fiduciary Services Inc. continues to serve as the institutional co-trustee. The enclosed Certificate of Successor Trustee Appointment memorializes these events and has been acknowledged by Howard R. Phelan on behalf of Caldwell.
**Proposed Distribution Plan**
The Trust instrument, at Article X, Section 10.4, authorizes discretionary in-kind distributions of real property to beneficiaries, with cash equalization payments from liquid assets to balance distributions on a pro rata basis. The trustees have determined that a distribution of the Trust corpus is appropriate at this time.
As of December 31, 2023, the total trust corpus was valued at **$41,500,000**. The three beneficiaries and their respective beneficial interests are as follows:
- **Margot S. Briarwood** — 45% ($18,675,000) - **Tobias E. Briarwood** — 35% ($14,525,000) - **Nadia Briarwood-Chen** — 20% ($8,300,000)
**Real-Estate Parcels and Appraisals**
Caldwell obtained independent appraisals from Pinnacle Valuation Group LLC, prepared by Derek T. Winstead, MAI, with a valuation date of March 1, 2024, for each of the real-property assets held by the Trust:
1. **14 Waverly Place, Unit 4W, New York, NY 10003** — Cooperative apartment, approximately 2,400 sq. ft. Appraised FMV: **$8,750,000** (Report No. PVG-2024-0441).
2. **602 Halsey Street, Brooklyn, NY 11233** — Four-unit residential brownstone, approximately 4,800 sq. ft. Appraised FMV: **$4,200,000** (Report No. PVG-2024-0442).
3. **27 Fenimore Road, Larchmont, NY 10538** — Single-family residence, approximately 5,200 sq. ft. on 0.82 acres. Appraised FMV: **$6,150,000** (Report No. PVG-2024-0443).
The total appraised fair market value of the Trust's real-estate holdings is **$19,100,000**. Copies of the full Pinnacle appraisal reports are available upon request, and we are happy to provide them separately if you or Tobias would like to review them.
**Proposed Allocation**
The proposed allocation of trust assets among the beneficiaries is as follows:
- **Margot S. Briarwood (45%):** Receives 14 Waverly Place ($8,750,000) and 602 Halsey Street ($4,200,000), for total real-estate value of $12,950,000, plus a cash equalization payment of $5,725,000 (i.e., $18,675,000 − $12,950,000).
- **Tobias E. Briarwood (35%):** Receives 27 Fenimore Road ($6,150,000), plus a cash equalization payment of $8,375,000 (i.e., $14,525,000 − $6,150,000).
- **Nadia Briarwood-Chen (20%):** Receives no real estate; full distribution of $8,300,000 in cash and liquid assets.
Total distributions equal **$41,500,000**. The aggregate cash equalization payments total **$22,400,000**, to be funded from the Trust's liquid assets, consisting of marketable securities, cash and money-market funds, and private-fund interests. Please note that all distribution amounts are stated before deduction of estimated administration costs of **$367,550**, which will be borne by the Trust corpus and will reduce cash equalization payments proportionally across beneficiaries. The enclosed Schedule of Trust Distributions sets out the detailed computation.
**Enclosed Documents**
I have attached the following three documents for your review:
1. **Consent and Distribution Agreement (draft)** (*consent-and-distribution-agreement.docx*) — This agreement sets forth the terms of the in-kind distributions and cash equalization payments, beneficiary consent and waiver provisions, representations by each party, authorization under Article X, Section 10.4, deed delivery mechanics, title insurance arrangements (through Trident National Title Corp.), and allocation of transfer-tax responsibility. The Agreement is governed by New York law.
2. **Certificate of Successor Trustee Appointment** (*trustee-succession-certificate.docx*) — This certificate formally memorializes Margot S. Briarwood's appointment as successor individual trustee, references the incapacity certification by Dr. Volkov, and includes notarial acknowledgment.
3. **Schedule of Trust Distributions** (*distribution-schedule.xlsx*) — This schedule provides a detailed breakdown of beneficial interests, real-estate allocations with appraised values and tax bases, and the cash equalization computation.
**Comment Period and Next Steps**
We would appreciate it if you could review the enclosed documents with Tobias and provide any comments or proposed revisions by **March 25, 2024**. We are, of course, happy to schedule a call at your convenience to discuss any questions regarding the distribution methodology, the appraisals, or the terms of the Agreement. Once all beneficiary comments have been addressed and the Agreement is finalized, the parties would move toward execution, deed recording, title insurance issuance, and funding of the cash equalization payments.
Please do not hesitate to reach out if you have any questions in the interim. We look forward to working with you to bring this matter to a smooth resolution.
Thank you for your time and attention.
Very truly yours,
**Grace Nakamura** Calderwood & Harkness LLP 1 Chase Manhattan Plaza, 42nd Floor New York, NY 10005 T: (212) 504-6200 E: gnakamura@calderwoodharkness.com
C&H Matter No. 1026-00005
---
*CONFIDENTIALITY NOTICE: This email and any attachments are privileged and confidential, and are intended solely for the use of the named recipients and their client. If you have received this communication in error, please notify the sender immediately and delete all copies. Any unauthorized review, use, disclosure, or distribution is strictly prohibited.*