PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT
MEMORANDUM
TO: Douglas Fairchild, Responsible Partner, Real Estate, Calderwood & Harkness LLP
FROM: Grace Nakamura, Lead Associate, Real Estate, Calderwood & Harkness LLP Rafael Dominguez, Working Associate, Real Estate, Calderwood & Harkness LLP
DATE: April 10, 2024
RE: Entity-Level Due Diligence Review — 14 Target Entities and Greystone Meridian Partners Fund III, L.P.
MATTER: Fairwater Real Estate Investment Trust — Acquisition of Sun Belt Logistics & Office Portfolio
MATTER NO.: 1036-00004
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I. Executive Summary
This memorandum summarizes our findings from the entity-level due diligence review of the fourteen (14) property-owning Target Entities (each a single-purpose Delaware limited liability company) and the Seller, Greystone Meridian Partners Fund III, L.P., a Delaware limited partnership ("GMP Fund III" or the "Seller"), in connection with Fairwater Real Estate Investment Trust's ("Fairwater REIT" or the "Buyer") proposed acquisition of one hundred percent (100%) of the membership interests in each Target Entity (the "Transaction"). The Transaction is being conducted pursuant to the Purchase and Sale Agreement dated February 28, 2024 (the "PSA"), for an aggregate purchase price of One Billion One Hundred Million Dollars ($1,100,000,000).
The Transaction is structured as an entity-level purchase rather than a direct acquisition of the underlying real property assets. Under this structure, Fairwater REIT will acquire the membership interests in each of the 14 Target Entities, thereby indirectly acquiring the 14 logistics and office properties located across five Sun Belt states (Georgia, Texas, Florida, Tennessee, and North Carolina). As a consequence of this structure, the organizational integrity, good standing, and lien-free status of each Target Entity is of critical importance to the Buyer, as Fairwater REIT will step into the shoes of GMP Fund III as the sole member of each Target Entity. Any deficiency in entity formation, qualification, or standing — or any undisclosed encumbrance on the membership interests — could materially impair the value of the Buyer's investment or give rise to unforeseen liabilities.
Our review encompassed the following categories of materials and searches:
(a) Certificates of Formation for each Target Entity and Certificate of Limited Partnership for GMP Fund III, each as filed with the Delaware Secretary of State;
(b) Operating Agreements (and any amendments thereto) for each Target Entity and the Amended and Restated Agreement of Limited Partnership of GMP Fund III;
(c) Good-standing certificates in the state of formation (Delaware) and each state of foreign qualification for every Target Entity, as well as for GMP Fund III and Greystone Meridian Capital LLC (the general partner of GMP Fund III);
(d) Authorized signatory and incumbency documentation, including resolutions and consents authorizing the Transaction;
(e) UCC-1 financing statement searches conducted through the Delaware Secretary of State and the applicable state filing offices in each state where properties are located;
(f) Federal and state tax lien searches in all applicable jurisdictions;
(g) Judgment lien searches in applicable federal district courts and state courts;
(h) Litigation searches in state and federal courts in all relevant jurisdictions; and
(i) Review of the Seller's authority to convey the membership interests, including analysis of the Limited Partnership Agreement of GMP Fund III and the Operating Agreement of Greystone Meridian Capital LLC.
Overall Conclusion. Based on our review, all 14 Target Entities and GMP Fund III are duly formed, validly existing, and in good standing in their state of formation (Delaware) and in each state where they are qualified to do business. No material adverse findings were identified. All UCC-1 financing statements identified against the Target Entities are consistent with the assumed mortgage debt facilities totaling approximately $612,000,000, as contemplated by the PSA and the Assumed Loan Documents listed on PSA Exhibit Q. No unexpected or unauthorized UCC filings, tax liens, judgment liens, or pending litigation were identified against any Target Entity or the Seller. Certain items requiring attention at or prior to closing have been identified and are discussed in detail in Section VIII of this memorandum, including the termination of fund-level UCC filings, amendments and restatements of Target Entity operating agreements, and various administrative filings to reflect the change of ownership.
II. Scope and Methodology
A. Documents Reviewed
In conducting this entity-level due diligence review, we obtained, reviewed, and analyzed the following organizational and governing documents, certificates, and authorizations:
1. Certificates of Formation. Certificates of Formation for each of the 14 Target Entities, each as filed with the Delaware Secretary of State, Division of Corporations. We confirmed the filing date, registered agent designation, and any subsequent amendments for each entity.
2. Operating Agreements. Operating Agreements (including any and all amendments, supplements, and restatements thereto) for each of the 14 Target Entities. Each Operating Agreement was reviewed for provisions relating to membership interests, management authority, single-purpose entity covenants, restrictions on transfer, and dissolution triggers.
3. Certificate of Limited Partnership. Certificate of Limited Partnership for Greystone Meridian Partners Fund III, L.P., as filed with the Delaware Secretary of State, including any amendments thereto. We confirmed the formation date, general partner designation, and registered agent information.
4. Limited Partnership Agreement. The Amended and Restated Agreement of Limited Partnership of Greystone Meridian Partners Fund III, L.P. (including all amendments and supplements), with particular attention to provisions governing the general partner's authority to dispose of partnership assets, limited partner consent requirements, and restrictions on dispositions.
5. General Partner Operating Agreement. The Operating Agreement of Greystone Meridian Capital LLC (the sole general partner of GMP Fund III), reviewed for provisions relating to management authority, authorized signatories, and decision-making protocols for major transactions.
6. Good-Standing Certificates. Good-standing certificates (also referred to as certificates of status or certificates of existence in certain jurisdictions) from the Delaware Secretary of State for all 14 Target Entities, GMP Fund III, and Greystone Meridian Capital LLC. All certificates were obtained within 30 days of the Due Diligence Period expiration date (April 15, 2024), in compliance with the requirements of Section 5.03(b) of the PSA.
7. Foreign Qualification Certificates. Certificates of authority, certificates of registration, and/or certificates of foreign qualification from the applicable Secretary of State or Department of State in each of the five property states: Georgia, Texas, Florida, Tennessee, and North Carolina. These certificates confirm each Target Entity's authorization to transact business as a foreign limited liability company in the state where its property is located.
8. Annual Report Filings. Annual report filings (where required by the applicable jurisdiction) for each Target Entity in each state of foreign qualification, confirming that all periodic filing obligations have been satisfied and remain current.
9. Resolutions and Consents. Resolutions and written consents of (i) Greystone Meridian Capital LLC, in its capacity as the sole general partner of GMP Fund III, authorizing GMP Fund III to enter into the PSA and consummate the Transaction, and (ii) GMP Fund III, in its capacity as the sole member of each Target Entity, authorizing the sale and transfer of 100% of the membership interests in each Target Entity to Fairwater REIT.
B. Searches Conducted
In addition to our review of organizational documents, we conducted the following searches in order to identify any liens, encumbrances, judgments, or litigation matters affecting the Target Entities and the Seller:
UCC-1 Financing Statement Searches. UCC-1 searches were conducted against the following entities as debtors in the following jurisdictions:
Delaware Secretary of State. Searches were conducted against all 14 Target Entities, GMP Fund III, Greystone Meridian Capital LLC, and Argyle Property Services LLC (the Seller-affiliated property manager).
Georgia. Searches were conducted through the Georgia Secretary of State, Corporations Division, and the applicable Georgia Superior Courts against GMP Fairfield I LLC, GMP Fairfield II LLC, GMP Buckhead LLC, and GMP Peachtree LLC.
Texas. Searches were conducted through the Texas Secretary of State against GMP Westlake LLC, GMP Katy LLC, and GMP Alliance LLC.
Florida. Searches were conducted through the Florida Department of State, Division of Corporations, against GMP Lakeland LLC, GMP Southport LLC, and GMP Brickell LLC.
Tennessee. Searches were conducted through the Tennessee Secretary of State against GMP Murfreesboro LLC, GMP Cool Springs LLC, and GMP Mount Juliet LLC.
North Carolina. Searches were conducted through the North Carolina Secretary of State against GMP SouthPark LLC.
Federal Tax Lien Searches. Federal tax lien searches were conducted through the IRS Central Lien Index and the applicable filing offices in each of the five property states and in Delaware for all 14 Target Entities, GMP Fund III, Greystone Meridian Capital LLC, and Argyle Property Services LLC.
State Tax Lien Searches. State tax lien searches were conducted in the applicable state filing offices in Georgia, Texas, Florida, Tennessee, North Carolina, and Delaware for all applicable entities.
Judgment Lien Searches. Judgment lien searches were conducted in the applicable U.S. District Courts (covering the Northern District of Georgia, the Southern District of Texas, the Middle District of Florida, the Southern District of Florida, the Middle District of Tennessee, the Western District of North Carolina, and the District of Delaware) and in the applicable state courts in each jurisdiction.
Litigation Searches. Comprehensive litigation searches were conducted in state and federal courts in Delaware, Georgia, Texas, Florida, Tennessee, and North Carolina, covering each of the 14 Target Entities, GMP Fund III, Greystone Meridian Capital LLC, and Argyle Property Services LLC. The specific courts searched are detailed in Section VII below.
All searches were conducted as of dates within 30 days of the Due Diligence Period expiration and reflect results through the date of each respective search. Search dates are set forth on the tables attached as Appendices B through D.
C. Coordination with Local Counsel
Local counsel in each of the five property states assisted with the conduct of state-level searches, confirmed foreign qualification status and annual report compliance, and provided supplemental diligence as required. Our local counsel network for this matter consists of the following firms and contact attorneys:
Texas — Breckenridge Osgood LLP (contact: James Breckenridge, Partner). Breckenridge Osgood conducted UCC, tax lien, and judgment searches through the Texas Secretary of State and the applicable county clerks' offices, and confirmed foreign qualification status for the three Texas-based Target Entities.
Georgia — Talmadge Beaumont LLP (contact: Catherine Beaumont, Partner). Talmadge Beaumont conducted UCC searches through the Georgia Secretary of State and the applicable Superior Courts, confirmed foreign qualification status, and performed litigation searches in the relevant Georgia county Superior Courts for the four Georgia-based Target Entities.
North Carolina — Haversham Cole PLLC (contact: Marshall Haversham, Partner). Haversham Cole conducted UCC, tax lien, and judgment searches through the North Carolina Secretary of State and Mecklenburg County, and confirmed foreign qualification status for GMP SouthPark LLC.
Tennessee — Ellsworth Ridley LLP (contact: Diane Ellsworth, Partner). Ellsworth Ridley conducted searches through the Tennessee Secretary of State and the applicable county courts, and confirmed foreign qualification status for the three Tennessee-based Target Entities.
Florida — Palmetto Strauss PA (contact: Roberto Strauss, Partner). Palmetto Strauss conducted searches through the Florida Department of State and the applicable county Circuit Courts, and confirmed foreign qualification status for the three Florida-based Target Entities.
Each local counsel firm has been engaged under a separate letter of engagement and has delivered its search results and certifications to Calderwood & Harkness. Those results have been incorporated into this memorandum and the appendices attached hereto.
III. Seller — Greystone Meridian Partners Fund III, L.P.
A. Formation and Organization
The Seller under the PSA is Greystone Meridian Partners Fund III, L.P. ("GMP Fund III" or the "Seller"), a Delaware limited partnership. The key organizational details of the Seller are as follows:
Full Legal Name: Greystone Meridian Partners Fund III, L.P.
Entity Type: Delaware Limited Partnership, formed under the Delaware Revised Uniform Limited Partnership Act (6 Del. C. § 17-101 et seq.)
Certificate of Limited Partnership: Filed with the Delaware Secretary of State, Division of Corporations
Registered Agent: Pemberton Industries, 1209 Orange Street, Wilmington, Delaware 19801
Principal Office: 3300 Peachtree Road NE, Suite 2200, Atlanta, Georgia 30326
Employer Identification Number (EIN): 83-1647205
Fund Vintage: 2018
Fund Size: $2,400,000,000 (aggregate capital commitments)
General Partner: Greystone Meridian Capital LLC, a Delaware limited liability company (EIN: 83-1520984), which serves as the sole general partner of GMP Fund III. Greystone Meridian Capital LLC was co-founded by, and is managed by, Victor Lansdell and Elise Rathborne, each of whom serves as a Managing Partner.
GMP Fund III assembled the 14-property Sun Belt logistics and office portfolio that is the subject of the Transaction between 2019 and 2021, acquiring the properties for an aggregate cost basis of approximately $845,000,000. The portfolio was assembled as part of a thematic investment strategy focused on logistics and Class A suburban office properties in high-growth Sun Belt metropolitan areas.
A good-standing certificate was obtained from the Delaware Secretary of State confirming that GMP Fund III is in good standing as of March 28, 2024.
B. Limited Partnership Agreement
We reviewed the Amended and Restated Agreement of Limited Partnership of Greystone Meridian Partners Fund III, L.P. (together with all amendments and supplements thereto, the "LP Agreement"). The LP Agreement governs the rights, obligations, and authority of the general partner and the limited partners of GMP Fund III. The following provisions are of particular relevance to the Transaction:
General Partner Authority. Under Section 6.01 of the LP Agreement, Greystone Meridian Capital LLC, as the sole general partner, has full, exclusive, and complete authority and discretion to manage the business and affairs of the partnership, including without limitation the authority to acquire, hold, sell, convey, encumber, or otherwise dispose of partnership assets (including the membership interests in the Target Entities and the underlying real properties). This authority is broadly stated and is not subject to any approval threshold or committee process beyond the general partner's own internal governance.
Disposition Authority. Section 8.03 of the LP Agreement specifically authorizes the general partner to consummate dispositions of real property investments (including dispositions effected through the sale of entity interests) without obtaining separate limited partner consent, provided that the disposition is consistent with the fund's stated investment objectives and exit strategy. We confirmed that end-of-fund-life monetization and portfolio liquidation are expressly identified in Section 2.02(c) of the LP Agreement as authorized disposition rationales, and that the Transaction falls squarely within these parameters given the fund's 2018 vintage and customary fund-life horizon.
Side Letters. We reviewed the schedule of side letters entered into by GMP Fund III with its limited partners. No side-letter provisions were identified that limit, condition, or otherwise restrict the general partner's authority to consummate the Transaction, impose additional consent requirements, or grant any limited partner a right of first offer, right of first refusal, or co-investment right with respect to the disposition of the Sun Belt portfolio.
C. General Partner — Greystone Meridian Capital LLC
The sole general partner of GMP Fund III is Greystone Meridian Capital LLC, a Delaware limited liability company. The key organizational details of the general partner are as follows:
Full Legal Name: Greystone Meridian Capital LLC
Entity Type: Delaware Limited Liability Company, formed under the Delaware Limited Liability Company Act (6 Del. C. § 18-101 et seq.)
EIN: 83-1520984
Registered Agent: Pemberton Industries, 1209 Orange Street, Wilmington, Delaware 19801
Principal Office: 3300 Peachtree Road NE, Suite 2200, Atlanta, Georgia 30326
Managers: Victor Lansdell and Elise Rathborne (each serving as Co-Founders and Managing Partners)
We reviewed the Operating Agreement of Greystone Meridian Capital LLC. Under Sections 4.01 and 4.02 thereof, Victor Lansdell and Elise Rathborne are designated as authorized managers of the LLC, each with full authority to execute documents on behalf of Greystone Meridian Capital LLC — and, by extension, on behalf of GMP Fund III in Greystone Meridian Capital LLC's capacity as general partner. Either manager may act individually (i.e., the signature of both managers is not required for any single instrument), unless otherwise specified in the Operating Agreement with respect to enumerated "Extraordinary Actions," none of which encompass the disposition of fund assets.
A good-standing certificate was obtained from the Delaware Secretary of State confirming that Greystone Meridian Capital LLC is in good standing as of March 28, 2024.
D. Authority to Sell
We reviewed the Unanimous Written Consent of Greystone Meridian Capital LLC, in its capacity as the sole general partner of GMP Fund III, dated February 27, 2024 (one day prior to the execution of the PSA). The resolutions contained therein authorize the following actions:
(i) The sale by GMP Fund III of one hundred percent (100%) of the membership interests in each of the 14 Target Entities to Fairwater Real Estate Investment Trust, on the terms and conditions set forth in the PSA;
(ii) The execution and delivery of the PSA, including all exhibits and schedules thereto;
(iii) The execution and delivery of all ancillary agreements, closing documents, and deliverables contemplated by the PSA, including without limitation the Assignment of Membership Interests agreements, the Seller Closing Certificate, the Seller FIRPTA Certificate, the Seller Estoppel, and any other instruments reasonably required by the Buyer or the Title Company to consummate the Transaction; and
(iv) The designation of Victor Lansdell and Elise Rathborne as the authorized signatories for the Transaction, each acting individually, with full power and authority to negotiate, execute, deliver, and perform all obligations under the PSA and ancillary documents on behalf of GMP Fund III.
We further note that the PSA, at Section 1.01, defines "Seller's Knowledge Individuals" as: (a) Victor Lansdell, (b) Elise Rathborne, and (c) Sean Kilpatrick, Portfolio Manager at Argyle Property Services LLC. This definition is consistent with the parties' expectation that these individuals possess the most comprehensive knowledge of the properties, the Target Entities, and the operations of the portfolio.
E. UCC and Lien Searches — Seller
UCC-1 Financing Statement Searches. A UCC-1 search was conducted against GMP Fund III as debtor through the Delaware Secretary of State. The search identified existing UCC-1 financing statements filed against GMP Fund III in connection with GMP Fund III's pledge of its membership interests in each of the 14 Target Entities as collateral for fund-level credit facilities. These filings are associated with the revolving credit facility and subscription line of credit maintained by GMP Fund III and are consistent with standard institutional fund-level financing arrangements. As discussed in Section VIII below, these UCC-1 filings must be released at or prior to closing by means of UCC-3 termination statements filed with the Delaware Secretary of State, so that Fairwater REIT will acquire the membership interests free and clear of any security interest relating to the Seller's fund-level indebtedness.
Federal Tax Lien Searches. No federal tax liens were identified against GMP Fund III in the IRS Central Lien Index or in any other applicable filing office.
State Tax Lien Searches. No state tax liens were identified against GMP Fund III in any applicable jurisdiction.
Judgment Lien Searches. No judgment liens were identified against GMP Fund III in any applicable U.S. District Court or state court.
F. Litigation Searches — Seller
Comprehensive litigation searches were conducted for GMP Fund III in state and federal courts in Delaware, Georgia, Texas, Florida, Tennessee, and North Carolina. No pending or threatened litigation was identified against GMP Fund III in any of these jurisdictions.
We cross-referenced these results against PSA Exhibit J (List of Pending Litigation), which discloses no material pending or threatened litigation relating to GMP Fund III. Our search results are consistent with the representations contained in PSA Exhibit J, and no discrepancies were identified.
IV. Target Entities — Formation and Organizational Review
A. Summary Table of 14 Target Entities
The following table sets forth key organizational information for each of the 14 Target Entities:
Each entity was formed under the Delaware Limited Liability Company Act (6 Del. C. § 18-101 et seq.) and maintains Pemberton Industries, 1209 Orange Street, Wilmington, Delaware 19801, as its registered agent in Delaware.
B. Single-Purpose Entity Compliance
Each of the 14 Target Entities was formed and has been maintained as a single-purpose entity ("SPE") whose sole purpose is to hold, own, operate, and maintain a single real property asset. This SPE structure is consistent with requirements imposed by the mortgage lenders under the respective loan agreements (the Pinnacle Federal Bank Master Loan Agreement, the Veltrano Capital Lending Corp. Loan Agreement, and the Sycamore Life Insurance Company Note Purchase Agreement), each of which contains customary SPE covenants as conditions to the extension of credit.
We reviewed the Operating Agreement of each Target Entity and confirmed that each contains the following customary SPE covenants:
(i) The entity shall not engage in any business other than the ownership, operation, management, leasing, and maintenance of the applicable property and activities incidental thereto;
(ii) The entity shall maintain its existence as a separate legal entity and shall not merge or consolidate with any other person or entity;
(iii) The entity shall not commingle its assets with those of any other person or entity and shall maintain separate bank accounts in its own name;
(iv) The entity shall maintain its own separate books, records, and financial statements, apart from those of any affiliate or related entity;
(v) The entity shall hold itself out to the public as a separate and distinct entity from any other person or entity, including its member, manager, and affiliates, and shall conduct its business in its own name;
(vi) The entity shall pay its own liabilities and expenses from its own funds and shall not guarantee or become obligated for the debts of any other person or entity; and
(vii) The entity shall maintain an arm's-length relationship with its affiliates in all transactions and dealings.
Based on our review of the organizational documents, we confirmed that each Operating Agreement contains the foregoing SPE covenants and that no amendments or waivers of such covenants have been executed. We note, however, that our review is limited to the organizational documents themselves and does not include an audit or forensic review of the actual operations of each Target Entity to determine compliance with these covenants on an ongoing basis. The loan document review memoranda (addressing the Pinnacle, Veltrano, and Sycamore facilities) should be consulted for a detailed analysis of SPE covenants as contained in the loan agreements, which may impose additional or more restrictive requirements.
C. Sole Member / Ownership
Each Target Entity's Operating Agreement confirms that GMP Fund III is the sole member of the entity, holding one hundred percent (100%) of the outstanding membership interests. Our review confirmed the following with respect to the ownership of each Target Entity:
• No person or entity other than GMP Fund III holds any membership interests, economic interests, profits interests, or other form of equity in any Target Entity.
• No outstanding options, warrants, conversion rights, preemptive rights, rights of first refusal, or other rights to acquire any membership interests or other equity in any Target Entity have been granted or are currently in effect.
• No Target Entity has issued any certificates representing membership interests, and all membership interests are uncertificated.
• The Operating Agreement of each Target Entity provides that the membership interests may not be transferred, assigned, pledged, or encumbered without the prior written consent of the member (GMP Fund III), subject to certain exceptions for transfers to affiliates and for pledges in connection with financing transactions. The pledge of GMP Fund III's membership interests in connection with fund-level credit facilities was made at the GMP Fund III level (i.e., GMP Fund III, as debtor, pledged its membership interests), rather than at the Target Entity level.
D. Managers and Officers
Each Target Entity's Operating Agreement designates Greystone Meridian Capital LLC (acting in its capacity as general partner of GMP Fund III, the sole member) or its designees as the manager of the entity. Under each Operating Agreement, the manager has full authority to manage the business and affairs of the entity, execute contracts on its behalf, and take all actions necessary or appropriate in connection with the ownership and operation of the property.
Day-to-day property management for each of the 14 properties is performed by Argyle Property Services LLC ("Argyle"), an affiliate of the Seller. Argyle's organizational details are as follows:
Full Legal Name: Argyle Property Services LLC
EIN: 83-2905441
Principal Office: 3300 Peachtree Road NE, Suite 2200, Atlanta, Georgia 30326
Portfolio Manager: Sean Kilpatrick
Argyle provides property management services to each Target Entity pursuant to separate Property Management Agreements entered into between Argyle and each Target Entity. These agreements are the subject of a separate Service Contract Review Memorandum prepared by this team.
As contemplated by Section 7.14 of the PSA, the property management arrangement with Argyle is to be terminated post-closing and replaced by Fairwater Property Management LLC (EIN: 52-3847291), a wholly owned subsidiary of Fairwater REIT. A 90-day transition services period has been negotiated to ensure an orderly transition of property management responsibilities, tenant relationships, and operational systems.
V. Good Standing and Foreign Qualification Review
A. Delaware Good Standing
Good-standing certificates were obtained from the Delaware Secretary of State, Division of Corporations, for all 14 Target Entities, GMP Fund III, and Greystone Meridian Capital LLC — a total of 16 certificates. All certificates are dated March 28, 2024, which is within 30 days of the Due Diligence Period expiration date (April 15, 2024), in compliance with the requirements of Section 5.03(b) of the PSA.
Each certificate confirms that the applicable entity is duly formed (or, in the case of GMP Fund III, duly registered as a limited partnership), validly existing, and in good standing under the laws of the State of Delaware. All annual franchise tax obligations for each entity are current. No entity has been the subject of any administrative dissolution proceeding, and no entity has filed a certificate of cancellation or a certificate of dissolution.
A schedule of all good-standing certificates, including certificate dates and certificate numbers, is attached hereto as Appendix A.
B. Foreign Qualification — By State
Each Target Entity is required to be qualified to transact business as a foreign limited liability company in the state where its property is located. We confirmed the foreign qualification status of each Target Entity in each applicable state, as follows:
1. Georgia (4 Target Entities)
The following four Target Entities own properties located in the State of Georgia and are required to be qualified as foreign limited liability companies with the Georgia Secretary of State, Corporations Division:
• GMP Fairfield I LLC (Fairfield Logistics Center I, Fairburn, GA)
• GMP Fairfield II LLC (Fairfield Logistics Center II, Fairburn, GA)
• GMP Buckhead LLC (Buckhead Place Office Tower, Atlanta, GA)
• GMP Peachtree LLC (Peachtree Corners Logistics Center, Peachtree Corners, GA)
Foreign qualification for each of these entities has been confirmed with the Georgia Secretary of State. All annual registrations are current, and no entity is subject to any pending administrative action, revocation, or dissolution proceeding in Georgia. Confirmation was provided by our local counsel, Talmadge Beaumont LLP (Catherine Beaumont, Partner), based on a review of the Georgia Secretary of State's online records and direct inquiry.
2. Texas (3 Target Entities)
The following three Target Entities own properties located in the State of Texas and are required to be registered as foreign limited liability companies with the Texas Secretary of State:
• GMP Westlake LLC (Westlake Distribution Hub, Houston, TX)
• GMP Katy LLC (Katy Freeway Logistics Park, Katy, TX)
• GMP Alliance LLC (Alliance Commerce Center, Fort Worth, TX)
Foreign qualification for each of these entities has been confirmed with the Texas Secretary of State. All Texas franchise tax reports are current, and no entity has any outstanding tax deficiency, forfeiture, or delinquency with the Texas Comptroller of Public Accounts. Confirmation was provided by our local counsel, Breckenridge Osgood LLP (James Breckenridge, Partner).
3. Florida (3 Target Entities)
The following three Target Entities own properties located in the State of Florida and are required to be registered as foreign limited liability companies with the Florida Department of State, Division of Corporations:
• GMP Lakeland LLC (Lakeland Crossings Industrial, Lakeland, FL)
• GMP Southport LLC (Southport Logistics Park, Jacksonville, FL)
• GMP Brickell LLC (Brickell Bay Office Building, Miami, FL)
Foreign qualification for each of these entities has been confirmed with the Florida Department of State. All annual reports have been filed and are current. No entity is subject to any administrative dissolution or revocation proceeding. Confirmation was provided by our local counsel, Palmetto Strauss PA (Roberto Strauss, Partner).
4. Tennessee (3 Target Entities)
The following three Target Entities own properties located in the State of Tennessee and are required to be registered as foreign limited liability companies with the Tennessee Secretary of State:
• GMP Murfreesboro LLC (Murfreesboro Distribution Center, Murfreesboro, TN)
• GMP Cool Springs LLC (Cool Springs Office Park, Brentwood, TN)
• GMP Mount Juliet LLC (Mount Juliet Commerce Park, Mount Juliet, TN)
Foreign qualification for each of these entities has been confirmed with the Tennessee Secretary of State. All annual reports have been filed and are current. No entity is subject to any administrative revocation or dissolution proceeding. Confirmation was provided by our local counsel, Ellsworth Ridley LLP (Diane Ellsworth, Partner).
5. North Carolina (1 Target Entity)
The following Target Entity owns property located in the State of North Carolina and is required to be registered as a foreign limited liability company with the North Carolina Secretary of State:
• GMP SouthPark LLC (SouthPark Corporate Center, Charlotte, NC)
Foreign qualification for GMP SouthPark LLC has been confirmed with the North Carolina Secretary of State. All annual reports have been filed and are current. The entity is not subject to any pending administrative action or dissolution proceeding in North Carolina. Confirmation was provided by our local counsel, Haversham Cole PLLC (Marshall Haversham, Partner).
VI. UCC and Lien Search Results — Target Entities
A. UCC-1 Financing Statement Searches
1. Delaware Secretary of State
UCC-1 financing statement searches were conducted against all 14 Target Entities as debtors through the Delaware Secretary of State, Division of Corporations. The following results were identified:
Pinnacle Federal Bank, N.A. — 8 Target Entities. UCC-1 financing statements were identified against each of the following eight Target Entities, filed in connection with the Master Loan Agreement dated September 15, 2020, by and among the applicable Target Entities (as borrowers) and Pinnacle Federal Bank, N.A. (as lender). These filings secure Pinnacle Federal Bank's interest in rents, leases, lease guaranties, accounts, deposit accounts, personal property, fixtures, and other collateral located at each property, as described in the respective financing statements. The aggregate outstanding principal balance of the Pinnacle loans is approximately $421,600,000.
• 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
Veltrano Capital Lending Corp. — 4 Target Entities. UCC-1 financing statements were identified against each of the following four Target Entities, filed in connection with the Loan Agreement dated February 1, 2021, by and among the applicable Target Entities (as borrowers) and Veltrano Capital Lending Corp. (as lender). These filings secure Veltrano Capital's interest in rents, leases, personal property, fixtures, and other collateral at each property. The aggregate outstanding principal balance of the Veltrano loans is approximately $142,300,000.
• GMP Buckhead LLC
• GMP SouthPark LLC
• GMP Cool Springs LLC
• GMP Brickell LLC
Sycamore Life Insurance Company — 2 Target Entities. UCC-1 financing statements were identified against each of the following two Target Entities, filed in connection with the Note Purchase Agreement dated November 22, 2019, by and between the applicable Target Entities (as borrowers) and Sycamore Life Insurance Company (as lender). These filings secure Sycamore Life's interest in rents, leases, personal property, fixtures, and other collateral at each property. The aggregate outstanding principal balance of the Sycamore loans is approximately $48,100,000.
• GMP Peachtree LLC
• GMP Mount Juliet LLC
Consistency with PSA and Assumed Loan Documents. All identified UCC-1 filings are consistent with the assumed mortgage debt of $612,000,000 (in aggregate) and the Assumed Loan Documents listed on PSA Exhibit Q. No unexpected, unauthorized, or unidentified UCC-1 filings were discovered against any Target Entity. The UCC-1 filings securing the three assumed loan facilities will remain in place following the closing and will be amended, assigned, or continued as part of the lender consent and debt assumption process, as discussed further in Section VIII.B below.
Fund-Level Pledges. Separate UCC-1 filings against GMP Fund III — reflecting GMP Fund III's pledge of its membership interests in the 14 Target Entities as collateral for fund-level credit facilities — are discussed in Section III.E above and must be terminated via UCC-3 termination statements at or prior to closing.
2. State-Level UCC Searches (Property States)
UCC-1 searches were also conducted in each of the five property states (Georgia, Texas, Florida, Tennessee, and North Carolina) against each applicable Target Entity. In each jurisdiction, the results were consistent with the Delaware search findings described above. Specifically:
• Georgia (GMP Fairfield I LLC, GMP Fairfield II LLC, GMP Buckhead LLC, GMP Peachtree LLC): UCC-1 filings identified were duplicative of or consistent with the Delaware filings referenced above, reflecting the Pinnacle, Veltrano, and Sycamore loan facilities, as applicable. No additional or unexpected filings were identified.
• Texas (GMP Westlake LLC, GMP Katy LLC, GMP Alliance LLC): UCC-1 filings identified were consistent with the Delaware filings for the Pinnacle loan facility. No additional or unexpected filings were identified.
• Florida (GMP Lakeland LLC, GMP Southport LLC, GMP Brickell LLC): UCC-1 filings identified were consistent with the Delaware filings for the Pinnacle and Veltrano loan facilities, as applicable. No additional or unexpected filings were identified.
• Tennessee (GMP Murfreesboro LLC, GMP Cool Springs LLC, GMP Mount Juliet LLC): UCC-1 filings identified were consistent with the Delaware filings for the Pinnacle, Veltrano, and Sycamore loan facilities, as applicable. No additional or unexpected filings were identified.
• North Carolina (GMP SouthPark LLC): UCC-1 filings identified were consistent with the Delaware filings for the Veltrano loan facility. No additional or unexpected filings were identified.
A detailed summary of all UCC search results, including the secured party, filing date, filing number, and collateral description for each filing, is attached hereto as Appendix B.
B. Federal Tax Lien Searches
Federal tax lien searches were conducted through the IRS Central Lien Index and the applicable county and state filing offices in each jurisdiction for all 14 Target Entities. No federal tax liens were identified against any Target Entity.