[sheet: Cover & Summary]

[sheet: Cover & Summary]
Field | Value
MEMORANDUM | FUNDS FLOW — CLOSING DAY WIRE TRANSFERS
Matter | Fairwater REIT — Acquisition of GMP Fund III Portfolio
Matter Number | 1036-00004
Prepared By | Calderwood & Harkness LLP
Lead Partner | Douglas Fairchild
Lead Associate | Grace Nakamura
Working Associate | Rafael Dominguez
Client | Fairwater Real Estate Investment Trust
Seller | Greystone Meridian Partners Fund III, L.P.
Closing Date | June 6, 2024
Purchase Price (PSA) | $1,100,000,000
PCA Repair Credit | ($1,070,000)
Adjusted Purchase Price | $1,098,930,000
Total Assumed Debt | $612,000,000
Cash Equity at Closing (before PCA credit) | $488,000,000
Adjusted Cash Equity at Closing (after PCA credit) | $486,930,000
Equity Funding Source | Aldgate National Bank, N.A. — $750,000,000 Unsecured Revolving Credit Facility (dated August 14, 2022); SOFR + 130 bps
Anticipated Revolver Draw | ~$488,000,000
Contact — Aldgate National Bank | Trevor Kingsley, Managing Director, Real Estate Banking
Escrow Agent / Title Company | Commonwealth National Title Insurance Company
Escrow Agent Contact | Kenneth Stanhope, SVP, Title Officer
Escrow Agent Address | 191 Peachtree Street NE, Suite 800, Atlanta, GA 30303
Total Wires Out (Buyer Sources) | See Funds Flow Detail sheet
Total Wires In (Seller Net Proceeds) | See Funds Flow Detail sheet
Distribution Date | June 6, 2024
CONFIDENTIAL — ATTORNEY WORK PRODUCT
[sheet: Funds Flow Detail]
Wire # | Description | Payor / Source | Payee / Recipient | Recipient Bank | Amount ($) | Buyer Debit ($) | Seller Debit ($) | Purpose / Reference | Wire Instructions Reference | Status
1 | Release of Earnest Money Deposit to Seller | Commonwealth National Title Insurance Company (Escrow) | Greystone Meridian Partners Fund III, L.P. | Magnolia Commerce Bank, N.A., 225 Peachtree Street NE, Suite 100, Atlanta, GA 30303 — Contact: Linda Prescott, VP | $27,500,000.00 | $0.00 | $0.00 | Release of initial EMD deposited March 1, 2024; credited against Purchase Price | See Wire Instructions — Seller | Confirmed
2 | Release of Additional Deposit (Hard) to Seller | Commonwealth National Title Insurance Company (Escrow) | Greystone Meridian Partners Fund III, L.P. | Magnolia Commerce Bank, N.A. | $27,500,000.00 | $0.00 | $0.00 | Release of additional deposit deposited April 16, 2024; credited against Purchase Price | See Wire Instructions — Seller | Confirmed
3 | Equity Payment — Net Cash to Seller (after deposit credits, PCA credit, Seller's share of costs, prorations, and holdbacks) | Fairwater Real Estate Investment Trust (via Aldgate National Bank revolver draw) | Greystone Meridian Partners Fund III, L.P. | Magnolia Commerce Bank, N.A. | $486,930,000.00 | $486,930,000.00 | $0.00 | Net cash equity: $488,000,000 less $1,070,000 PCA credit = $486,930,000; further subject to proration adjustments and cost allocations per settlement statement; deposit credits applied separately via Wires 1-2 | See Wire Instructions — Seller | Confirmed
4 | Indemnity Escrow Funding | Fairwater Real Estate Investment Trust | Commonwealth National Title Insurance Company (Indemnity Escrow) | Commonwealth National Title — Escrow Account, 191 Peachtree Street NE, Suite 800, Atlanta, GA 30303 | $16,500,000.00 | $16,500,000.00 | $0.00 | 1.5% of Purchase Price; 18-month hold; release after December 6, 2025 if no pending claims | See Wire Instructions — Commonwealth Title (Escrow) | Confirmed
5 | Consent Fee — Pinnacle Federal Bank, N.A. (Buyer's 50% Share) | Fairwater Real Estate Investment Trust | Pinnacle Federal Bank, N.A. | Pinnacle Federal Bank, 600 Travis Street, Suite 4400, Houston, TX 77002 | $527,000.00 | $527,000.00 | $0.00 | Buyer's 50% of $1,054,000 consent fee (0.25% × $421,600,000 OPB); Loans 1-A through 1-H | Pinnacle consent dated June 4, 2024 | Confirmed
6 | Consent Fee — Pinnacle Federal Bank, N.A. (Seller's 50% Share) | Greystone Meridian Partners Fund III, L.P. (deducted from Seller proceeds) | Pinnacle Federal Bank, N.A. | Pinnacle Federal Bank, 600 Travis Street, Suite 4400, Houston, TX 77002 | $527,000.00 | $0.00 | $527,000.00 | Seller's 50% of $1,054,000 consent fee; deducted from Seller net proceeds | Pinnacle consent dated June 4, 2024 | Confirmed
7 | Consent Fee — Veltrano Capital Lending Corp. (Buyer's 50% Share) | Fairwater Real Estate Investment Trust | Veltrano Capital Lending Corp. | Veltrano Capital, 200 South Biscayne Blvd, Suite 3100, Miami, FL 33131 | $355,750.00 | $355,750.00 | $0.00 | Buyer's 50% of $711,500 consent fee (0.50% × $142,300,000 OPB); Loans 2-A through 2-D | Veltrano consent dated May 17, 2024 | Confirmed
8 | Consent Fee — Veltrano Capital Lending Corp. (Seller's 50% Share) | Greystone Meridian Partners Fund III, L.P. (deducted from Seller proceeds) | Veltrano Capital Lending Corp. | Veltrano Capital, 200 South Biscayne Blvd, Suite 3100, Miami, FL 33131 | $355,750.00 | $0.00 | $355,750.00 | Seller's 50% of $711,500 consent fee | Veltrano consent dated May 17, 2024 | Confirmed
9 | Consent Fee — Sycamore Life Insurance Company (Buyer's 50% Share) | Fairwater Real Estate Investment Trust | Sycamore Life Insurance Company | Sycamore Life, 100 Constitution Plaza, Hartford, CT 06103 | $30,062.50 | $30,062.50 | $0.00 | Buyer's 50% of $60,125 consent fee (0.125% × $48,100,000 OPB); Loans 3-A and 3-B | Sycamore consent dated May 22, 2024 | Confirmed
10 | Consent Fee — Sycamore Life Insurance Company (Seller's 50% Share) | Greystone Meridian Partners Fund III, L.P. (deducted from Seller proceeds) | Sycamore Life Insurance Company | Sycamore Life, 100 Constitution Plaza, Hartford, CT 06103 | $30,062.50 | $0.00 | $30,062.50 | Seller's 50% of $60,125 consent fee | Sycamore consent dated May 22, 2024 | Confirmed
11 | Transfer Taxes — Georgia (4 properties: GMP Fairfield I, GMP Fairfield II, GMP Buckhead, GMP Peachtree) | Fairwater REIT (Buyer's 50%) / GMP Fund III (Seller's 50%) | Georgia Department of Revenue / County Tax Authorities | State of Georgia — via local counsel Talmadge Beaumont LLP trust account | $1,250,000.00 | $625,000.00 | $625,000.00 | Controlling-interest transfer tax; split 50/50 per PSA | Filed by Talmadge Beaumont LLP | Confirmed
12 | Transfer Taxes — Texas (3 properties: GMP Westlake, GMP Katy, GMP Alliance) | N/A | N/A | N/A | $0.00 | $0.00 | $0.00 | No state transfer tax in Texas; nominal local recording fees included in settlement statement | N/A | N/A
13 | Transfer Taxes — Florida (3 properties: GMP Lakeland, GMP Southport, GMP Brickell) | Fairwater REIT (50%) / GMP Fund III (50%) | Florida Department of Revenue / County Clerks | State of Florida — via local counsel Palmetto Strauss PA trust account | $1,680,000.00 | $840,000.00 | $840,000.00 | Documentary stamp tax on deemed consideration; split 50/50 per PSA | Filed by Palmetto Strauss PA | Confirmed
14 | Transfer Taxes — Tennessee (3 properties: GMP Murfreesboro, GMP Cool Springs, GMP Mount Juliet) | Fairwater REIT (50%) / GMP Fund III (50%) | Tennessee Department of Revenue / County Register | State of Tennessee — via local counsel Ellsworth Ridley LLP trust account | $740,000.00 | $370,000.00 | $370,000.00 | Controlling-interest transfer tax; split 50/50 per PSA | Filed by Ellsworth Ridley LLP | Confirmed
15 | Transfer Taxes — North Carolina (1 property: GMP SouthPark) | Fairwater REIT (50%) / GMP Fund III (50%) | North Carolina Department of Revenue / Mecklenburg County | State of North Carolina — via local counsel Haversham Cole PLLC trust account | $180,000.00 | $90,000.00 | $90,000.00 | Excise tax on controlling-interest transfer; split 50/50 per PSA | Filed by Haversham Cole PLLC | Confirmed
16 | Title Insurance Premiums — Owner's and Loan Policies (14 properties) | Fairwater Real Estate Investment Trust | Commonwealth National Title Insurance Company | Commonwealth National Title, 191 Peachtree Street NE, Suite 800, Atlanta, GA 30303 | $2,420,000.00 | $2,420,000.00 | $0.00 | ALTA Owner's Policy (2021 form) and loan policies; aggregate insured amount $1,100,000,000; Buyer responsibility per PSA | See Wire Instructions — Commonwealth Title | Confirmed
17 | R&W Insurance Premium — Sentinel Specialty Insurance Company | Fairwater Real Estate Investment Trust | Sentinel Specialty Insurance Company | Sentinel Specialty Insurance Company — via Hartwick Gunderson & Associates, Inc. (Peter Langford, Account Executive) | $1,402,500.00 | $1,402,500.00 | $0.00 | $55,000,000 policy limit × 2.55% rate = $1,402,500; buyer-side R&W policy bound June 6, 2024; $11,000,000 retention (dropping to $5,500,000 at 12 months post-closing) | R&W policy bound June 6, 2024 | Confirmed
18 | SNDA Holdback — 4 Outstanding Major Tenant SNDAs | Deducted from Seller proceeds / held by Commonwealth National Title | Commonwealth National Title Insurance Company (Holdback Escrow) | Commonwealth National Title — Escrow Account | $200,000.00 | $0.00 | $200,000.00 | $200,000 holdback from Seller proceeds pending delivery of 4 remaining SNDAs within 30 days post-closing; released upon delivery confirmation | Per SNDA Post-Closing Carve-Out Side Letter | Confirmed
19 | Preliminary Proration Adjustment — Real Property Taxes (Seller's Share) | Greystone Meridian Partners Fund III, L.P. (credit to Buyer) | Fairwater Real Estate Investment Trust (credit against Seller proceeds) | Applied as credit on settlement statement | $6,332,951.00 | $0.00 | $0.00 | 2024 estimated real property taxes: $14,760,000 × (157/366 days) = $6,332,951; Seller's share prorated through June 6, 2024; credited to Buyer on settlement statement | Per PSA Exhibit U; subject to 90-day true-up | Applied
20 | Preliminary Proration Adjustment — CAM/OpEx Reconciliation Reserve | Holdback from Seller proceeds | Commonwealth National Title Insurance Company (Reserve Escrow) | Commonwealth National Title — Escrow Account | $1,850,000.00 | $0.00 | $1,850,000.00 | Estimated holdback pending tenant CAM/OpEx reconciliation; subject to 90-day post-closing true-up (deadline September 4, 2024) | Per PSA Exhibit U | Applied
21 | Security Deposit Transfer — Aggregate Tenant Security Deposits | Retained in Target Entity bank accounts at Magnolia Commerce Bank, N.A. | No wire — deposits remain in Target Entity accounts | Magnolia Commerce Bank, N.A., 225 Peachtree Street NE, Suite 100, Atlanta, GA 30303; Contact: Linda Prescott, VP; EIN: 58-1834672 | $4,283,000.00 | $0.00 | $0.00 | $4,283,000 aggregate tenant security deposits across 87 leases; transferred via entity-level acquisition (remain in Target Entity operating accounts) | No separate wire required | Transferred via entity transfer
TOTAL — ALL WIRES / LINE ITEMS | $575,863,076.00 | $510,090,312.50 | $4,887,812.50
[sheet: Sources & Uses]
Category | Line Item | Amount ($) | Notes
SOURCES
Buyer Equity | Revolver Draw — Aldgate National Bank, N.A. | $488,000,000.00 | Anticipated draw on $750,000,000 unsecured revolving credit facility; SOFR + 130 bps
Buyer Equity | Indemnity Escrow Funding (from Buyer) | $16,500,000.00 | Funded by Buyer; held by Commonwealth National Title for 18 months
Buyer Equity | R&W Insurance Premium | $1,402,500.00 | Paid by Buyer to Sentinel Specialty Insurance Company
Buyer Equity | Title Insurance Premiums | $2,420,000.00 | Paid by Buyer to Commonwealth National Title
Buyer Equity | Survey Costs | $196,000.00 | Paid by Buyer to Meridian Land Surveying, Inc. (pre-closing; not a closing-day wire)
Buyer Equity | Buyer's Share — Consent Fees | $912,812.50 | 50% of $1,825,625 total consent fees
Buyer Equity | Buyer's Share — Transfer Taxes | $1,925,000.00 | 50% of $3,850,000 total transfer taxes
Buyer Equity | Legal Fees — Calderwood & Harkness LLP | $2,800,000.00 | Engagement fee cap per engagement letter dated October 5, 2023
Buyer Equity Subtotal | $514,156,312.50
Assumed Debt | Pinnacle Federal Bank, N.A. — Loans 1-A through 1-H | $421,600,000.00 | OPB as of 2/28/2024; 4.22% fixed; matures July 1, 2028; consent received June 4, 2024
Assumed Debt | Veltrano Capital Lending Corp. — Loans 2-A through 2-D | $142,300,000.00 | OPB as of 2/28/2024; 4.68% fixed; matures March 1, 2029; consent received May 17, 2024
Assumed Debt | Sycamore Life Insurance Company — Loans 3-A and 3-B | $48,100,000.00 | OPB as of 2/28/2024; 3.95% fixed; matures December 1, 2030; consent received May 22, 2024
Assumed Debt Subtotal | $612,000,000.00
Deposits (Previously Funded) | Earnest Money Deposit (March 1, 2024) | $27,500,000.00 | Released from Commonwealth National Title escrow to Seller
Deposits (Previously Funded) | Additional Deposit — Hard (April 16, 2024) | $27,500,000.00 | Released from Commonwealth National Title escrow to Seller
Deposits Subtotal | $55,000,000.00
SOURCES SUBTOTAL | $1,181,156,312.50
USES
Purchase Price | Gross Purchase Price | $1,100,000,000.00 | Per PSA dated February 28, 2024
Purchase Price Adjustment | PCA Repair Credit to Buyer | ($1,070,000.00) | 50% of $2,140,000 aggregate PCA immediate repair costs; per PSA First Amendment (April 12, 2024)
Purchase Price | Adjusted Purchase Price | $1,098,930,000.00 | $1,100,000,000 − $1,070,000
Debt Assumed | Total Assumed Mortgage Debt | $612,000,000.00 | Pinnacle $421,600,000 + Veltrano $142,300,000 + Sycamore $48,100,000
Cash to Seller | Net Cash to Seller (before prorations) | $486,930,000.00 | $1,098,930,000 − $612,000,000 = $486,930,000
Escrow | Indemnity Escrow (1.5% of Purchase Price) | $16,500,000.00 | Held by Commonwealth National Title; 18-month term; release after December 6, 2025
Escrow | SNDA Holdback | $200,000.00 | 4 outstanding Major Tenant SNDAs; released upon delivery (within 30 days post-closing)
Escrow | CAM/OpEx Reconciliation Reserve | $1,850,000.00 | Holdback pending tenant reconciliation; subject to 90-day true-up
Consent Fees | Pinnacle Federal Bank — Total | $1,054,000.00 | 0.25% × $421,600,000; split 50/50
Consent Fees | Veltrano Capital — Total | $711,500.00 | 0.50% × $142,300,000; split 50/50
Consent Fees | Sycamore Life Insurance — Total | $60,125.00 | 0.125% × $48,100,000; split 50/50
Transfer Taxes | Georgia | $1,250,000.00 | 4 properties; split 50/50
Transfer Taxes | Texas | $0.00 | No state transfer tax
Transfer Taxes | Florida | $1,680,000.00 | 3 properties; documentary stamp tax; split 50/50
Transfer Taxes | Tennessee | $740,000.00 | 3 properties; split 50/50
Transfer Taxes | North Carolina | $180,000.00 | 1 property; split 50/50
Insurance | R&W Insurance Premium — Sentinel Specialty | $1,402,500.00 | $55,000,000 limit × 2.55%; Buyer cost
Title & Survey | Title Insurance Premiums (Owner's + Loan Policies) | $2,420,000.00 | Buyer cost; ALTA Owner's Policy 2021 form
Title & Survey | Survey Costs — Meridian Land Surveying | $196,000.00 | Buyer cost; paid pre-closing
Legal Fees | Calderwood & Harkness LLP — Buyer's Counsel | $2,800,000.00 | Engagement fee cap per engagement letter
Prorations | Real Property Tax Proration — Seller's Share (credit to Buyer) | $6,332,951.00 | $14,760,000 × (157/366); preliminary; subject to 90-day true-up by September 4, 2024
Security Deposits | Tenant Security Deposits (transferred via entity) | $4,283,000.00 | 87 leases; remain in Target Entity accounts at Magnolia Commerce Bank
USES SUBTOTAL | $1,181,156,312.50
BALANCE CHECK | Sources − Uses | $0.00 | Sources equal Uses — balanced
[sheet: Assumed Debt Summary]
Lender | Loan Reference | Loan Agreement Date | Properties Secured | Target Entities | OPB as of 2/28/2024 ($) | Interest Rate (%) | Maturity Date | Lender Counsel | Consent Date | Consent Fee Rate (%) | Consent Fee ($) | Buyer's 50% Share ($) | Seller's 50% Share ($)
Pinnacle Federal Bank, N.A. | Loans 1-A through 1-H (Master Loan Agreement) | September 15, 2020 | Fairfield Logistics Center I, Fairfield Logistics Center II, Westlake Distribution Hub, Katy Freeway Logistics Park, Alliance Commerce Center, Lakeland Crossings Industrial, Southport Logistics Park, Murfreesboro Distribution Center | GMP Fairfield I LLC, GMP Fairfield II LLC, GMP Westlake LLC, GMP Katy LLC, GMP Alliance LLC, GMP Lakeland LLC, GMP Southport LLC, GMP Murfreesboro LLC | $421,600,000.00 | 4.22% | July 1, 2028 | Whitfield & Archer LLP (Sandra Whitfield) | June 4, 2024 | 0.25% | $1,054,000.00 | $527,000.00 | $527,000.00
Veltrano Capital Lending Corp. | Loans 2-A through 2-D (Loan Agreement) | February 1, 2021 | Buckhead Place Office Tower, SouthPark Corporate Center, Cool Springs Office Park, Brickell Bay Office Building | GMP Buckhead LLC, GMP SouthPark LLC, GMP Cool Springs LLC, GMP Brickell LLC | $142,300,000.00 | 4.68% | March 1, 2029 | Cranford McCabe LLP (Leo Cranford) | May 17, 2024 | 0.50% | $711,500.00 | $355,750.00 | $355,750.00
Sycamore Life Insurance Company | Loans 3-A and 3-B (Note Purchase Agreement) | November 22, 2019 | Peachtree Corners Logistics Center, Mount Juliet Commerce Park | GMP Peachtree LLC, GMP Mount Juliet LLC | $48,100,000.00 | 3.95% | December 1, 2030 | Partridge Wynn & Slater LLP (Claire Wynn) | May 22, 2024 | 0.125% | $60,125.00 | $30,062.50 | $30,062.50
TOTAL | $612,000,000.00 | $1,825,625.00 | $912,812.50 | $912,812.50
[sheet: Transfer Tax Detail]
State | Number of Properties | Properties / Target Entities | Tax Type | Local Counsel Filing | Estimated Transfer Tax ($) | Buyer's 50% Share ($) | Seller's 50% Share ($)
Georgia | 4 | GMP Fairfield I LLC (Fairfield Logistics Center I), GMP Fairfield II LLC (Fairfield Logistics Center II), GMP Buckhead LLC (Buckhead Place Office Tower), GMP Peachtree LLC (Peachtree Corners Logistics Center) | Controlling-interest transfer tax | Talmadge Beaumont LLP (Catherine Beaumont) | $1,250,000.00 | $625,000.00 | $625,000.00
Texas | 3 | GMP Westlake LLC (Westlake Distribution Hub), GMP Katy LLC (Katy Freeway Logistics Park), GMP Alliance LLC (Alliance Commerce Center) | No state transfer tax; nominal local fees | Breckenridge Osgood LLP (James Breckenridge) | $0.00 | $0.00 | $0.00
Florida | 3 | GMP Lakeland LLC (Lakeland Crossings Industrial), GMP Southport LLC (Southport Logistics Park), GMP Brickell LLC (Brickell Bay Office Building) | Documentary stamp tax on deemed consideration | Palmetto Strauss PA (Roberto Strauss) | $1,680,000.00 | $840,000.00 | $840,000.00
Tennessee | 3 | GMP Murfreesboro LLC (Murfreesboro Distribution Center), GMP Cool Springs LLC (Cool Springs Office Park), GMP Mount Juliet LLC (Mount Juliet Commerce Park) | Controlling-interest transfer tax | Ellsworth Ridley LLP (Diane Ellsworth) | $740,000.00 | $370,000.00 | $370,000.00
North Carolina | 1 | GMP SouthPark LLC (SouthPark Corporate Center) | Excise tax on controlling-interest transfer | Haversham Cole PLLC (Marshall Haversham) | $180,000.00 | $90,000.00 | $90,000.00
TOTAL | 14 | $3,850,000.00 | $1,925,000.00 | $1,925,000.00
[sheet: Escrow & Holdback Summary]
Escrow / Holdback Item | Escrow Agent | Amount ($) | Funded By | Date Funded | Release Condition | Release Deadline | Notes
Earnest Money Deposit | Commonwealth National Title Insurance Company | $27,500,000.00 | Fairwater REIT | March 1, 2024 | Released to Seller at closing; credited against Purchase Price | June 6, 2024 (closing) | Initial deposit per PSA; 2.5% of Purchase Price
Additional Deposit (Hard) | Commonwealth National Title Insurance Company | $27,500,000.00 | Fairwater REIT | April 16, 2024 | Released to Seller at closing; credited against Purchase Price; non-refundable after DD expiration (April 15, 2024) | June 6, 2024 (closing) | Due upon expiration of Due Diligence Period
Indemnity Escrow | Commonwealth National Title Insurance Company | $16,500,000.00 | Fairwater REIT (funded at closing) | June 6, 2024 | Released 18 months post-closing if no pending indemnification claims; otherwise per claim resolution | December 6, 2025 | 1.5% of Purchase Price; secures Seller's indemnification obligations; general rep survival 18 months
SNDA Holdback | Commonwealth National Title Insurance Company | $200,000.00 | Deducted from Seller proceeds | June 6, 2024 | Released to Seller upon delivery of 4 remaining Major Tenant SNDAs | July 6, 2024 (30 days post-closing) | 4 of 38 Major Tenant SNDAs outstanding at closing; all 4 received July 2, 2024
CAM/OpEx Reconciliation Reserve | Commonwealth National Title Insurance Company | $1,850,000.00 | Holdback from Seller proceeds | June 6, 2024 | Released per final proration true-up | September 4, 2024 (90 days post-closing) | Reserve pending tenant CAM/OpEx reconciliation for 2024; final true-up agreed August 28, 2024; $347,218 net credit to Buyer paid September 5, 2024
TOTAL ESCROWS & HOLDBACKS | $73,550,000.00