CONFIDENTIAL — WIRE TRANSFER INSTRUCTIONS — DO NOT DISTRIBUTE
CALDERWOOD & HARKNESS LLP 450 Park Avenue, 28th Floor New York, New York 10022
WIRE TRANSFER INSTRUCTIONS — SELLER
Fairwater Real Estate Investment Trust — Acquisition of Greystone Meridian Partners Fund III, L.P. Portfolio
Matter No. 1036-00004
June 5, 2024
TO: Douglas Fairchild, Partner, Calderwood & Harkness LLP
CC: Grace Nakamura, Lead Associate, Calderwood & Harkness LLP Rafael Dominguez, Associate, Calderwood & Harkness LLP Marcus Devereaux, EVP, Acquisitions, Fairwater Real Estate Investment Trust Patricia Sung-Calloway, CFO, Fairwater Real Estate Investment Trust Kenneth Stanhope, SVP, Commonwealth National Title Insurance Company
FROM: Grace Nakamura, Lead Associate, Calderwood & Harkness LLP
RE: Verified Wire Transfer Instructions — Seller — Closing Proceeds Disbursement
1. Purpose and Context
This memorandum sets forth the verified wire transfer instructions for the disbursement of closing proceeds to the Seller, Greystone Meridian Partners Fund III, L.P. (EIN: 83-1647205), a Delaware limited partnership ("Seller" or "GMP Fund III"), in connection with the closing of the transactions contemplated by that certain Purchase and Sale Agreement, dated as of February 28, 2024 (the "Original PSA"), as amended by that certain First Amendment to Purchase and Sale Agreement, dated as of April 12, 2024 (the "First Amendment"), and as further amended by that certain Second Amendment to Purchase and Sale Agreement, dated as of May 28, 2024 (the "Second Amendment," and together with the Original PSA and the First Amendment, collectively, the "Purchase Agreement"), by and between Greystone Meridian Partners Fund III, L.P., as Seller, and Fairwater Real Estate Investment Trust, a Maryland real estate investment trust, as Buyer ("Buyer" or "Fairwater REIT"). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Purchase Agreement.
The closing of the transactions contemplated by the Purchase Agreement (the "Closing") is scheduled to occur on June 6, 2024 (the "Closing Date"). The wire transfer instructions contained herein are intended to be used by (a) Commonwealth National Title Insurance Company, in its capacity as escrow agent under the Purchase Agreement (the "Escrow Agent"), and (b) Fairwater Real Estate Investment Trust and/or Aldgate National Bank, N.A., in its capacity as administrative agent under Fairwater REIT's unsecured revolving credit facility (the "Revolver Agent"), for all wire transfers of Closing proceeds payable to Seller on the Closing Date.
These wire transfer instructions should be read in conjunction with the following companion documents, which govern the specific dollar amounts to be disbursed at Closing:
(a) the Funds Flow Memorandum dated June 5, 2024, prepared by Calderwood & Harkness LLP in coordination with Blackridge Hayes LLP, which sets forth the sequential order and timing of all wire transfers to be made on the Closing Date; and
(b) the Closing Settlement Statement (Seller) dated June 5, 2024, setting forth the final computation of the net cash proceeds payable to Seller after application of all credits, prorations, adjustments, deductions, and escrow retentions contemplated by the Purchase Agreement and the related closing documents.
In the event of any conflict between this memorandum and the Funds Flow Memorandum or the Closing Settlement Statement (Seller), the Closing Settlement Statement (Seller) shall control with respect to dollar amounts, and the Funds Flow Memorandum shall control with respect to the timing and sequencing of wire transfers.
2. Seller Entity Information
The following information identifies the Seller entity that is the designated beneficiary of the Closing proceeds to be wired pursuant to these instructions:
The following individuals are the authorized signatories of the General Partner for purposes of wire instruction verification and any amendments thereto:
(i) Victor Lansdell, Co-Founder & Managing Partner, Greystone Meridian Capital LLC; and
(ii) Elise Rathborne, Co-Founder & Managing Partner, Greystone Meridian Capital LLC.
No other individual is authorized to modify, amend, supplement, or revoke the wire transfer instructions set forth herein on behalf of Seller without the prior written consent of one or both of the foregoing authorized signatories, confirmed in accordance with the verification procedures described in Section 5 below.
3. Wire Transfer Instructions — Primary Account
All Closing proceeds payable to Seller shall be wired to the following account. These instructions apply to all wires to Seller, including (without limitation) the net equity proceeds wire, any earnest money deposit release wire, and any post-closing adjustment or escrow release wire, unless Seller provides amended wire instructions in accordance with the verification procedures set forth in Section 5 below.
3.1 Beneficiary Bank Information
Note: The ABA/Routing Number has been confirmed via telephone callback to the beneficiary bank and is on file with Calderwood & Harkness LLP. For security purposes, the complete nine-digit ABA/Routing Number is being transmitted separately via secure, encrypted communication to the Escrow Agent, the Revolver Agent, and Buyer's treasury department and is not reproduced in the body of this memorandum. Each recipient of these instructions should confirm receipt of the separately transmitted ABA/Routing Number. In the event that any international participants require the SWIFT code for Magnolia Commerce Bank, N.A. in connection with any correspondent banking arrangement, such code will be provided upon request following verification procedures.
3.2 Beneficiary Account Information
Note: As with the ABA/Routing Number, the complete account number is being transmitted separately to the Escrow Agent, the Revolver Agent, and Buyer's treasury department via secure, encrypted communication and is not reproduced in the body of this memorandum. Each recipient should confirm receipt of the separately transmitted account number and cross-reference it against the information contained herein prior to initiating any wire transfer.
3.3 Bank Contact for Verification
Ms. Prescott has been designated by Magnolia Commerce Bank, N.A. as the primary bank contact for verification of these wire instructions and for confirmation of receipt of incoming wires on the Closing Date. All verification callbacks to the beneficiary bank should be directed to Ms. Prescott at the telephone number on file. In the event that Ms. Prescott is unavailable, callbacks should be directed to the Magnolia Commerce Bank, N.A. Commercial Banking Operations desk, the number for which has also been provided separately.
3.4 Reference / Memo Line Instructions
All wire transfers to Seller's account identified above shall include the following reference on the wire memo/reference line:
"Fairwater REIT / GMP Fund III Closing — June 6, 2024"
In the event that multiple wires are sent to Seller on the Closing Date (for example, separate wires for net equity proceeds and earnest money deposit release proceeds), each wire shall additionally include a supplemental reference identifying the source and nature of the funds, as follows:
(a) For the net equity proceeds wire: "Equity Proceeds"
(b) For the earnest money deposit release wire: "Escrow Release — Earnest Money Deposit"
(c) For any other wire: a brief description of the nature of the payment (e.g., "Post-Closing Proration Adjustment" or "Indemnity Escrow Release", as applicable)
The foregoing reference line conventions are intended to facilitate tracking and reconciliation of incoming wires by Seller and Magnolia Commerce Bank, N.A. Failure to include the specified reference language shall not affect the validity of any wire transfer, but all parties are requested to use best efforts to include such references.
4. Summary of Anticipated Wires to Seller
The specific dollar amounts of all wires to be made on the Closing Date are governed by the Closing Settlement Statement (Seller) and the Funds Flow Memorandum, each dated June 5, 2024. The following summary is provided for indicative reference purposes only and is subject to final adjustment as reflected in the Closing Settlement Statement (Seller). In the event of any discrepancy between the amounts set forth below and the amounts set forth in the Closing Settlement Statement (Seller), the Closing Settlement Statement (Seller) shall control.
4.1 Net Cash to Seller (Estimated)
The estimated net cash payable to Seller at Closing is approximately $486,930,000, computed as the total cash equity consideration of $488,000,000 less a PCA credit (physical condition assessment credit) of $1,070,000, and subject to further adjustment for Closing prorations (including, without limitation, prorations of real estate taxes, rents, operating expenses, and other items as set forth in the Closing Settlement Statement (Seller)).
4.2 Source of Equity Funding
The cash equity consideration is expected to be funded from one or both of the following sources:
(a) A draw on Fairwater REIT's $750,000,000 unsecured revolving credit facility with Aldgate National Bank, N.A., as administrative agent and lead arranger (the "Revolver"), pursuant to the Amended and Restated Credit Agreement dated as of August 14, 2022 (as amended, restated, supplemented, or otherwise modified from time to time). The anticipated draw amount is approximately $488,000,000, subject to final determination by Buyer's treasury department in consultation with the Revolver Agent; and/or
(b) Cash on hand of Fairwater REIT, to the extent available and as determined by Buyer's treasury department.
4.3 Earnest Money Deposit Release
The aggregate earnest money deposit of $55,000,000, consisting of (i) an initial deposit of $27,500,000 and (ii) an additional deposit of $27,500,000, is currently held by Commonwealth National Title Insurance Company as Escrow Agent. At Closing, the earnest money deposit will be credited toward the purchase price and released and/or applied in accordance with the Closing Settlement Statement (Seller). To the extent the earnest money deposit (or any portion thereof) is to be disbursed directly to Seller, such disbursement shall be made by the Escrow Agent via wire transfer to the account identified in Section 3 above.
4.4 Deductions from Seller Proceeds
The following deductions from Seller's gross proceeds are anticipated, to be netted from Seller's proceeds or separately wired from the Closing proceeds as set forth in the Funds Flow Memorandum and Closing Settlement Statement (Seller):
The indemnity escrow amount of $16,500,000 will be retained by Commonwealth National Title Insurance Company as escrow agent under the Indemnity Escrow Agreement and will not be disbursed to Seller at Closing but rather will be held and released in accordance with the terms and conditions of the Indemnity Escrow Agreement. The SNDA holdback of $200,000 will be retained by the Escrow Agent pending receipt of outstanding subordination, non-disturbance, and attornment agreements, and will be released to Seller upon satisfaction of the conditions set forth in the Purchase Agreement. All other deductions will be netted from or applied against Seller's proceeds as detailed in the Closing Settlement Statement (Seller).
For the avoidance of doubt, the foregoing amounts are estimates only and are subject to final reconciliation as set forth in the Closing Settlement Statement (Seller). All parties should refer to the Closing Settlement Statement (Seller) for the definitive computation of net proceeds payable to Seller.
5. Verification Procedures
5.1 Source of Wire Instructions
The wire transfer instructions set forth in Section 3 of this memorandum were obtained directly from Seller's counsel, Blackridge Hayes LLP, through the following representatives:
(a) Nathaniel Pryce, Lead Partner, Blackridge Hayes LLP; and
(b) Thomas Keating, Senior Associate, Blackridge Hayes LLP.
Blackridge Hayes LLP's offices are located at 1285 Avenue of the Americas, 34th Floor, New York, New York 10019. The wire instructions were initially transmitted to Calderwood & Harkness LLP by Mr. Keating via encrypted email on June 3, 2024, and were subsequently confirmed by Mr. Pryce via separate encrypted email on June 4, 2024.
5.2 Bank Verification
The wire transfer instructions were independently verified by telephone callback to Linda Prescott, Vice President, Commercial Banking, Magnolia Commerce Bank, N.A., on June 4, 2024. During the verification callback, Ms. Prescott confirmed the account name, account number, ABA/Routing Number, and account type as set forth in Section 3 above. The verification callback was conducted by Grace Nakamura, Lead Associate, and Rafael Dominguez, Associate, both of Calderwood & Harkness LLP, and a contemporaneous written memorandum of the callback was prepared and retained in Calderwood & Harkness's closing files for this matter.
5.3 Anti-Fraud / Cybersecurity Protocol
Any change to the wire transfer instructions set forth herein received after the date of this memorandum — regardless of the medium by which such change is communicated (including, without limitation, email, text message, letter, or facsimile) — must be independently verified by telephone callback to each of the following persons at their respective pre-confirmed telephone numbers before any amended wire is initiated:
(a) Linda Prescott, Vice President, Commercial Banking, Magnolia Commerce Bank, N.A. (at the pre-confirmed telephone number on file with Calderwood & Harkness LLP); and
(b) Nathaniel Pryce or Thomas Keating, Blackridge Hayes LLP (at the pre-confirmed telephone numbers on file with Calderwood & Harkness LLP).
Pre-confirmed telephone numbers for the foregoing individuals are on file with Calderwood & Harkness LLP and have been separately transmitted to the Escrow Agent and Buyer's treasury department. Under no circumstances should any party rely on a telephone number contained in an email or other electronic communication purporting to amend wire instructions; callbacks must be placed to the telephone numbers independently confirmed and on file prior to the date hereof.
5.4 Fraud Warning
IMPORTANT — WIRE FRAUD ALERT
Parties should not rely on wire transfer instructions received solely via email without independent verification. Wire fraud and business email compromise schemes targeting real estate and investment fund closings remain prevalent. All changes to wire instructions must be confirmed by voice callback to known, pre-confirmed telephone numbers as set forth above. If any party receives wire instructions or amendments thereto that differ from those set forth in this memorandum, such party should immediately contact Grace Nakamura or Rafael Dominguez at Calderwood & Harkness LLP, and Nathaniel Pryce or Thomas Keating at Blackridge Hayes LLP, before taking any action. No wire transfer should be initiated based on unverified instructions.
6. Seller's Certification
The undersigned, as an authorized representative of the General Partner of Seller, hereby certifies to Buyer, Escrow Agent, and their respective counsel that the wire transfer instructions set forth in Section 3 of this memorandum are true, correct, and complete in all respects, and that the account identified therein is owned and controlled by Greystone Meridian Partners Fund III, L.P. The undersigned further certifies that the authorized signatories identified in Section 2 are the only persons authorized to amend, modify, or revoke these wire transfer instructions on behalf of Seller.
GREYSTONE MERIDIAN PARTNERS FUND III, L.P.
By: Greystone Meridian Capital LLC,
its General Partner
By: ________
Name: Victor Lansdell
Title: Co-Founder & Managing Partner
Greystone Meridian Capital LLC, as General Partner of Greystone Meridian Partners Fund III, L.P.
Date: ________
or
By: ________
Name: Elise Rathborne
Title: Co-Founder & Managing Partner
Greystone Meridian Capital LLC, as General Partner of Greystone Meridian Partners Fund III, L.P.
Date: ________
7. Seller's Counsel Confirmation
The undersigned, as counsel to Seller in connection with the transactions contemplated by the Purchase Agreement, hereby confirms that the wire transfer instructions set forth in Section 3 of this memorandum are consistent with the wire transfer instructions provided by Seller to the undersigned and that such instructions have been verified by the undersigned with Seller's authorized representatives and with Magnolia Commerce Bank, N.A.
BLACKRIDGE HAYES LLP
By: ________
Name: Nathaniel Pryce
Title: Partner
Date: ________
8. Escrow Agent Acknowledgment
The undersigned, on behalf of Commonwealth National Title Insurance Company, in its capacity as Escrow Agent under the Purchase Agreement, hereby acknowledges receipt of the wire transfer instructions set forth in this memorandum and agrees to use such instructions for purposes of disbursing the Earnest Money Deposit (in the aggregate amount of $55,000,000) and any other amounts payable to Seller through escrow on the Closing Date, in accordance with the terms of the Purchase Agreement, the Escrow Agreement, the Closing Settlement Statement (Seller), and the Funds Flow Memorandum. The undersigned further acknowledges and agrees to comply with the verification procedures set forth in Section 5 of this memorandum with respect to any purported changes to the wire transfer instructions received after the date hereof.
COMMONWEALTH NATIONAL TITLE INSURANCE COMPANY
By: ________
Name: Kenneth Stanhope
Title: Senior Vice President
Address: 191 Peachtree Street NE, Suite 800
Atlanta, Georgia 30303
Date: ________
Prepared by: Calderwood & Harkness LLP, as counsel to Fairwater Real Estate Investment Trust (Buyer)
Contact for Questions:
Grace Nakamura, Lead Associate Calderwood & Harkness LLP 450 Park Avenue, 28th Floor New York, New York 10022
Rafael Dominguez, Associate Calderwood & Harkness LLP 1700 K Street NW, Suite 900 Washington, DC 20006
CONFIDENTIALITY NOTICE: This document contains confidential financial account information, including bank account details and routing numbers, and is intended solely for the use of the parties to the transaction and their respective counsel, advisors, and agents as identified in the distribution list above. This document should not be forwarded, distributed, copied, or otherwise disseminated to any unauthorized recipient. Any unauthorized use, disclosure, or distribution of this document or the information contained herein is strictly prohibited. If you have received this document in error, please immediately notify Grace Nakamura at Calderwood & Harkness LLP and destroy all copies in your possession.
| Field | Detail |
| Account Holder / Beneficiary Full Legal Name | Greystone Meridian Partners Fund III, L.P. |
| Entity Type | Delaware Limited Partnership |
| Employer Identification Number (EIN) | 83-1647205 |
| General Partner | Greystone Meridian Capital LLC, a Delaware limited liability company (EIN: 83-1520984) |
| Principal Office Address | 3300 Peachtree Road NE, Suite 2200, Atlanta, Georgia 30326 |
| Registered Agent Address (Delaware) | 1209 Orange Street, Wilmington, Delaware 19801 |
| Field | Detail |
| Bank Name | Magnolia Commerce Bank, N.A. |
| Bank Address | 225 Peachtree Street NE, Suite 100, Atlanta, Georgia 30303 |
| Bank EIN | 58-1834672 |
| ABA / Routing Number | 061___ |
| SWIFT Code | N/A — Domestic Transfer |
| Field | Detail |
| Account Name | Greystone Meridian Partners Fund III, L.P. |
| Account Number | On file — transmitted separately via secure, encrypted communication |
| Account Type | Commercial Operating / Deposit Account |
| Field | Detail |
| Contact Name | Linda Prescott |
| Title | Vice President, Commercial Banking |
| Institution | Magnolia Commerce Bank, N.A. |
| Telephone | On file — transmitted separately via secure communication |
| On file — transmitted separately via secure communication | |
| Deduction | Estimated Amount |
| Seller's share of consent fees | $912,812.50 |
| Seller's share of transfer taxes | $1,925,000.00 |
| Indemnity escrow funding (retained by Commonwealth National Title) | $16,500,000.00 |
| SNDA holdback | $200,000.00 |
| Seller's share of prorations | Per Closing Settlement Statement |