Catherine,
Thank you again for your continued assistance on the Georgia workstream for this transaction. We appreciate Talmadge Beaumont's responsiveness — it has made a real difference in keeping things on track.
As you know, we represent Fairwater Real Estate Investment Trust in its acquisition of a 14-property Sun Belt logistics and office portfolio from Greystone Meridian Partners Fund III, L.P. (C&H Matter No. 1036-00004). I'm writing to coordinate the preparation and filing of Georgia controlling-interest transfer tax declarations for the four Georgia Target Entities in the portfolio.
**Transaction Structure and Georgia Transfer Tax Trigger**
By way of background, the transaction is structured as an entity-level purchase: Fairwater is acquiring 100% of the membership interests in 14 property-owning single-purpose Delaware LLCs from GMP Fund III. Because the transfer involves 100% of the membership interests in each entity, it constitutes a "controlling interest" transfer under Georgia law, which triggers the Georgia controlling-interest transfer tax. Sylvia Hartwell on our team prepared a detailed five-state transfer tax memorandum analyzing this issue, which I've attached for your reference.
**Four Georgia Target Entities and Associated Properties**
The four Georgia Target Entities, together with their EINs and associated properties, are as follows:
1. **GMP Fairfield I LLC** (EIN 84-2310561) — Fairfield Logistics Center I, 4200 Fairfield Industrial Blvd, Fairburn, GA 30213 (Logistics, approximately 412,000 RSF)
2. **GMP Fairfield II LLC** (EIN 84-2310578) — Fairfield Logistics Center II, 4300 Fairfield Industrial Blvd, Fairburn, GA 30213 (Logistics, approximately 387,000 RSF)
3. **GMP Buckhead LLC** (EIN 84-2639901) — Buckhead Place Office Tower, 3380 Peachtree Road NE, Atlanta, GA 30326 (Office, approximately 285,000 RSF)
4. **GMP Peachtree LLC** (EIN 84-2741063) — Peachtree Corners Logistics Center, 5900 Peachtree Industrial Blvd, Peachtree Corners, GA 30071 (Logistics, approximately 345,000 RSF)
**Transfer Tax Amount and Allocation**
Based on the agreed purchase price allocation schedule (Exhibit K to the PSA), which reflects appraised values prepared by Stonebridge Valuation Advisors, LLC, the estimated total Georgia controlling-interest transfer tax across the four properties is approximately **$1,250,000**. I have attached a preliminary extract of the Exhibit K allocation for the Georgia properties. We will provide final property-specific allocation amounts for each of the four entities as soon as the allocation is locked down, but the preliminary numbers should be sufficient to begin drafting the declarations.
Under Section 9.4(b) of the PSA, transfer taxes are split 50/50 between Buyer and Seller, so Buyer's share of the Georgia portion is approximately $625,000 and Seller's share is approximately $625,000.
**Action Items for Talmadge Beaumont**
We would appreciate it if your team could handle the following:
- **Prepare** the Georgia controlling-interest transfer tax declarations/returns for each of the four Target Entities listed above. - **Confirm** the specific forms required and the filing jurisdictions. Our understanding is that filings are made at the county level with the clerk of superior court in each applicable county — Fulton County for the two Fairburn properties and the Atlanta (Buckhead) property, and Gwinnett County for the Peachtree Corners property. Please confirm whether that is correct or if there are any nuances we should be aware of (e.g., whether Fairburn falls within a different county for these purposes). - **Circulate** draft declarations to me and Grace Nakamura for review before finalization. - If you have any questions regarding the underlying tax analysis or the allocation methodology, Sylvia Hartwell is available and happy to walk through the memo with you or your team.
**Timing**
The current scheduled closing date is **May 31, 2024**. I should note that there is a possibility this shifts slightly — we are still awaiting the outstanding lender consent from Pinnacle Federal Bank, which has not yet been received — but we are planning and preparing on the basis of a May 31 closing.
With that timeline in mind, we would ask that **draft declarations be circulated to us no later than May 28, 2024**, to allow adequate review time before closing. The declarations would then be filed and the transfer taxes paid on or promptly after the closing date. Wire instructions for the transfer tax payments will be included in the closing funds flow memorandum, which we expect to circulate early next week.
**Coordination with Seller's Counsel**
For your awareness, Seller's counsel at Blackridge Hayes LLP (Nathaniel Pryce and Thomas Keating) and Seller's accountants at Caldwell Murray & Oakes LLP (William Oakes) will need to coordinate on Seller's share of the transfer taxes. We will handle that coordination on our end, but I wanted to flag it in case any questions come up on your side.
**Attachments**
I have attached the following for your reference:
1. Preliminary purchase price allocation schedule — Exhibit K extract for the four Georgia properties 2. C&H transfer tax analysis memorandum (five-state memo) 3. Copies of the title commitments and legal descriptions for the four Georgia properties
Please let me know if you need anything else for the filings.
Could you confirm receipt of this email and let me know if you have any questions or need additional information? I'm happy to set up a call with Sylvia if it would be helpful to walk through the tax analysis or allocation methodology in more detail.
Thank you again, Catherine. We appreciate all of your help on this.
Best regards,
**Rafael Dominguez** Associate Calderwood & Harkness LLP 1700 K Street NW, Suite 900 Washington, DC 20006 T: (202) 555-4138 E: rdominguez@calderwoodharkness.com
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