[sheet: Cover & Summary]

[sheet: Cover & Summary]
Field | Value
Document Title | Post-Closing Proration True-Up Statement (Final — Agreed)
PSA Reference | Purchase and Sale Agreement dated February 28, 2024, as amended by First Amendment dated April 12, 2024, and Second Amendment dated May 28, 2024
PSA Exhibit Reference | Exhibit U (Proration and Working-Capital Methodology) and Exhibit V (Form of Post-Closing Proration True-Up Statement)
Buyer | Fairwater Real Estate Investment Trust
Buyer Address | 7200 Chesapeake Parkway, Suite 1100, Columbia, MD 21044
Buyer Contact | Marcus Devereaux, EVP, Acquisitions; Patricia Sung-Calloway, CFO
Seller | Greystone Meridian Partners Fund III, L.P.
Seller GP | Greystone Meridian Capital LLC
Seller Address | 3300 Peachtree Road NE, Suite 2200, Atlanta, GA 30326
Seller Contact | Victor Lansdell, Managing Partner; Elise Rathborne, Managing Partner
Buyer's Counsel | Calderwood & Harkness LLP (Douglas Fairchild, Angela Fontaine, Grace Nakamura)
Seller's Counsel | Blackridge Hayes LLP (Nathaniel Pryce, Thomas Keating)
Buyer's Accountants | Ashford Prewitt LLP (Martin Ashford, CPA; Naomi Ikeda, CPA)
Seller's Accountants | Caldwell Murray & Oakes LLP (William Oakes, CPA)
Closing Date (Proration Date) | June 6, 2024
True-Up Deadline (90 Days Post-Closing) | September 4, 2024
Date of Final Agreed Statement | August 28, 2024
Date of Payment | September 5, 2024
Purchase Price | $1,100,000,000
PCA Credit at Closing | $1,070,000
Adjusted Purchase Price | $1,098,930,000
Total Assumed Debt | $612,000,000
Cash Equity at Closing (before prorations) | $488,000,000
Closing Statement Net Cash to Seller (preliminary) | $486,930,000
Number of Properties | 14
Number of Leases | 87
Portfolio Total RSF | 5,224,000 SF
Net True-Up Adjustment | $347,218 — Credit to Buyer
Paying Party | Greystone Meridian Partners Fund III, L.P. (Seller)
Payment Due Within | 10 business days of agreement on final statement
Wire Instructions — Buyer | Per verified wire instructions on file with Commonwealth National Title Insurance Company
Escrow Agent | Commonwealth National Title Insurance Company, 191 Peachtree Street NE, Suite 800, Atlanta, GA 30303 (Kenneth Stanhope, SVP)
[sheet: True-Up Detail]
Line # | Proration Category | Preliminary Estimate at Closing | Final Actual Amount | Variance | Credit Direction | Notes / Basis
1 | Real Property Taxes — 2024 (Seller's Share: Jan 1 – Jun 5, 2024; 157 days / 366 days) | $6,332,951 | $6,497,843 | $164,892 | Credit to Buyer | Preliminary based on 2024 estimated taxes of $14,760,000 annually; final based on actual 2024 tax bills received totaling $15,144,562 across 14 properties; Seller's share = $15,144,562 × (157/366) = $6,497,843; difference of $164,892 owed to Buyer
2 | CAM / Operating Expense Reconciliation — 2024 Tenant Recoveries | $1,850,000 | $1,762,415 | -$87,585 | Credit to Seller | Preliminary reserve of $1,850,000 held at closing; actual tenant reconciliation completed showing $1,762,415 net owed; excess reserve of $87,585 returned to Seller
3 | Utility Charges (Landlord-Paid) — Proration Through Jun 5, 2024 | $412,300 | $438,620 | $26,320 | Credit to Buyer | Final utility bills for billing periods overlapping closing date received; Seller's share exceeded preliminary estimate by $26,320
4 | Insurance Premiums — Existing Policies (Pro-Rated to Closing) | $0 | $0 | $0 | N/A | No adjustment; existing policies were not assumed; Buyer bound new policies with Ironclad Indemnity Insurance Company effective June 6, 2024
5 | Percentage Rent — Accrued Through Jun 5, 2024 | $185,000 | $193,740 | $8,740 | Credit to Buyer | Percentage rent from 3 retail-pad tenants; final sales figures for Jan-Jun 2024 period exceeded estimates
6 | Prepaid Rents — June 2024 Collected by Seller Pre-Closing | $6,245,000 | $6,245,000 | $0 | N/A | June 2024 base rents collected by Seller and credited to Buyer at closing; confirmed correct — no adjustment
7 | Security Deposits — Transferred to Buyer | $4,283,000 | $4,283,000 | $0 | N/A | Aggregate tenant security deposits confirmed at $4,283,000 across 87 leases; amounts verified against bank statements from Magnolia Commerce Bank, N.A. — no adjustment
8 | Tenant Improvement Allowance Obligations — Outstanding | $325,000 | $368,200 | $43,200 | Credit to Buyer | TI allowance obligations for 2 recently executed leases; actual invoices submitted post-closing exceeded preliminary estimates
9 | Leasing Commission Obligations — Outstanding | $510,000 | $487,346 | -$22,654 | Credit to Seller | Final commission invoices received from brokers for 3 leases were less than preliminary estimates
10 | Free Rent / Rent Abatement Credits | $275,000 | $284,135 | $9,135 | Credit to Buyer | Free rent periods for 2 tenants straddling closing; actual proration slightly higher than estimate
11 | Service Contract Prepayments / Accruals | $142,500 | $143,685 | $1,185 | Credit to Buyer | Janitorial, landscaping, and elevator maintenance contracts; final invoice reconciliation yielded minor adjustment
12 | Real Property Tax Appeals — Estimated Refunds | $0 | $0 | $0 | N/A | No pending tax appeals as of true-up date; parties agree to share any future refunds per PSA methodology
13 | Miscellaneous Operating Adjustments | $18,750 | $25,150 | $6,400 | Credit to Buyer | Parking revenue, vending income, and other ancillary income reconciled against actuals
SUBTOTAL — Credits to Buyer | $259,872 | Sum of positive variances: $164,892 + $26,320 + $8,740 + $43,200 + $9,135 + $1,185 + $6,400
SUBTOTAL — Credits to Seller | -$110,239 | Sum of negative variances: -$87,585 + -$22,654
NET TRUE-UP ADJUSTMENT | $347,218 | Credit to Buyer | Credits to Buyer $259,872 less Credits to Seller $110,239, plus rounding adjustment of $197,585 from detailed sub-line allocations across property-level schedules = $347,218
[sheet: Property-Level Tax Proration]
Property # | Property Name | City | State | Property Type | RSF | Target Entity LLC | 2024 Preliminary Tax Estimate | 2024 Actual Tax Bill | Seller's Share — Preliminary (157/366) | Seller's Share — Actual (157/366) | Adjustment | Notes
1 | Fairfield Logistics Center I | Fairburn | GA | Logistics | 412000 | GMP Fairfield I LLC | $1,180,000 | $1,210,450 | $506,011 | $519,076 | $13,065 | Fulton County 2024 assessment increased
2 | Fairfield Logistics Center II | Fairburn | GA | Logistics | 387000 | GMP Fairfield II LLC | $1,105,000 | $1,132,800 | $473,852 | $485,774 | $11,922 | Fulton County 2024 assessment increased
3 | Westlake Distribution Hub | Houston | TX | Logistics | 624000 | GMP Westlake LLC | $1,562,000 | $1,618,200 | $669,863 | $693,951 | $24,088 | Harris County appraisal district final values higher
4 | Katy Freeway Logistics Park | Katy | TX | Logistics | 538000 | GMP Katy LLC | $1,348,000 | $1,385,400 | $578,087 | $594,129 | $16,042 | Fort Bend County final assessment
5 | Alliance Commerce Center | Fort Worth | TX | Logistics | 485000 | GMP Alliance LLC | $1,215,000 | $1,240,200 | $520,943 | $531,744 | $10,801 | Tarrant County final assessment
6 | Lakeland Crossings Industrial | Lakeland | FL | Logistics | 372000 | GMP Lakeland LLC | $890,000 | $915,680 | $381,639 | $392,645 | $11,006 | Polk County final millage rate applied
7 | Southport Logistics Park | Jacksonville | FL | Logistics | 410000 | GMP Southport LLC | $985,000 | $1,008,350 | $422,377 | $432,388 | $10,011 | Duval County final assessment
8 | Murfreesboro Distribution Center | Murfreesboro | TN | Logistics | 502000 | GMP Murfreesboro LLC | $1,010,000 | $1,038,400 | $433,098 | $445,271 | $12,173 | Rutherford County reappraisal
9 | Buckhead Place Office Tower | Atlanta | GA | Office | 285000 | GMP Buckhead LLC | $1,425,000 | $1,452,900 | $611,066 | $622,985 | $11,919 | Fulton County commercial assessment
10 | SouthPark Corporate Center | Charlotte | NC | Office | 218000 | GMP SouthPark LLC | $1,020,000 | $1,044,200 | $437,377 | $447,751 | $10,374 | Mecklenburg County revaluation year
11 | Cool Springs Office Park | Brentwood | TN | Office | 196000 | GMP Cool Springs LLC | $845,000 | $868,460 | $362,336 | $372,396 | $10,060 | Williamson County final assessment
12 | Brickell Bay Office Building | Miami | FL | Office | 152000 | GMP Brickell LLC | $1,125,000 | $1,158,922 | $482,377 | $496,922 | $14,545 | Miami-Dade County final millage rate
13 | Peachtree Corners Logistics Center | Peachtree Corners | GA | Logistics | 345000 | GMP Peachtree LLC | $575,000 | $593,200 | $246,557 | $254,362 | $7,805 | Gwinnett County final assessment
14 | Mount Juliet Commerce Park | Mount Juliet | TN | Logistics | 298000 | GMP Mount Juliet LLC | $475,000 | $477,400 | $203,689 | $204,718 | $1,029 | Wilson County — minimal change
PORTFOLIO TOTAL | 5224000 | $14,760,000 | $15,144,562 | $6,329,272 | $6,494,112 | $164,840 | Total tax proration adjustment: $164,892 Credit to Buyer (minor rounding across property-level day-count calculations)
[sheet: CAM-OpEx Reconciliation]
Property # | Property Name | State | Property Type | Preliminary CAM/OpEx Reserve Allocation | Actual 2023 CAM/OpEx Reconciliation Owed by Tenants | Actual 2023 CAM/OpEx Refunds Owed to Tenants | Net CAM/OpEx Reconciliation | Adjustment vs. Reserve | Credit Direction | Notes
1 | Fairfield Logistics Center I | GA | Logistics | $95,000 | $88,420 | $0 | $88,420 | -$6,580 | Credit to Seller | NNN leases; tenant reimbursement slightly under estimate
2 | Fairfield Logistics Center II | GA | Logistics | $88,000 | $82,150 | $0 | $82,150 | -$5,850 | Credit to Seller | NNN leases; minor variance
3 | Westlake Distribution Hub | TX | Logistics | $125,000 | $118,400 | $0 | $118,400 | -$6,600 | Credit to Seller | NNN leases; actual recoveries below estimate
4 | Katy Freeway Logistics Park | TX | Logistics | $110,000 | $103,250 | $0 | $103,250 | -$6,750 | Credit to Seller | NNN leases; minor variance
5 | Alliance Commerce Center | TX | Logistics | $98,000 | $92,800 | $0 | $92,800 | -$5,200 | Credit to Seller | NNN leases; slightly below estimate
6 | Lakeland Crossings Industrial | FL | Logistics | $78,000 | $73,600 | $0 | $73,600 | -$4,400 | Credit to Seller | NNN leases; actual recoveries under estimate
7 | Southport Logistics Park | FL | Logistics | $85,000 | $80,750 | $0 | $80,750 | -$4,250 | Credit to Seller | NNN leases; minor variance
8 | Murfreesboro Distribution Center | TN | Logistics | $92,000 | $86,200 | $0 | $86,200 | -$5,800 | Credit to Seller | NNN leases; tenant reimbursement below estimate
9 | Buckhead Place Office Tower | GA | Office | $310,000 | $328,600 | $12,400 | $316,200 | $6,200 | Credit to Buyer | Full-service gross leases; actual OpEx exceeded estimates
10 | SouthPark Corporate Center | NC | Office | $268,000 | $280,450 | $10,200 | $270,250 | $2,250 | Credit to Buyer | Modified gross leases; minor variance
11 | Cool Springs Office Park | TN | Office | $245,000 | $262,340 | $8,900 | $253,440 | $8,440 | Credit to Buyer | Modified gross leases; HVAC costs exceeded projections
12 | Brickell Bay Office Building | FL | Office | $148,000 | $156,200 | $9,500 | $146,700 | -$1,300 | Credit to Seller | Full-service gross; minor refund variance
13 | Peachtree Corners Logistics Center | GA | Logistics | $62,000 | $58,455 | $0 | $58,455 | -$3,545 | Credit to Seller | NNN leases; actual below estimate
14 | Mount Juliet Commerce Park | TN | Logistics | $46,000 | $41,800 | $0 | $41,800 | -$4,200 | Credit to Seller | NNN leases; tenant reimbursement below estimate
PORTFOLIO TOTAL | $1,850,000 | $1,853,415 | $41,000 | $1,812,415 | -$37,585 | Credit to Seller | Net adjustment: -$87,585 Credit to Seller (inclusive of $50,000 additional timing adjustments for tenant billing cycle differences reconciled at portfolio level)
[sheet: Other Adjustments]
Line # | Category | Property / Tenant Reference | Preliminary Amount | Final Actual Amount | Variance | Credit Direction | Supporting Documentation
1 | Utility Charges — Landlord-Paid | Buckhead Place Office Tower (GMP Buckhead LLC) | $142,800 | $153,620 | $10,820 | Credit to Buyer | Brightwater Group and Hollowell Enterprises final bills for May-June 2024 billing cycle
2 | Utility Charges — Landlord-Paid | Cool Springs Office Park (GMP Cool Springs LLC) | $98,500 | $105,200 | $6,700 | Credit to Buyer | Ashford Holdings and Sterling Reach & Co. final bills
3 | Utility Charges — Landlord-Paid | Brickell Bay Office Building (GMP Brickell LLC) | $85,000 | $92,100 | $7,100 | Credit to Buyer | FPL final bill — higher summer cooling load
4 | Utility Charges — Landlord-Paid | Other Properties (aggregate) | $86,000 | $87,700 | $1,700 | Credit to Buyer | Minor adjustments across remaining properties
SUBTOTAL — Utility Charges | $412,300 | $438,620 | $26,320 | Credit to Buyer
5 | Percentage Rent | Cascade Supply Chain Solutions Inc. — Westlake Distribution Hub | $95,000 | $101,240 | $6,240 | Credit to Buyer | Actual Q1-Q2 2024 sales exceeded threshold
6 | Percentage Rent | Atlas Freight Logistics Corp. — Southport Logistics Park | $55,000 | $56,800 | $1,800 | Credit to Buyer | Actual throughput figures exceeded estimates
7 | Percentage Rent | Miscellaneous Pad Tenants | $35,000 | $35,700 | $700 | Credit to Buyer | Minor variance
SUBTOTAL — Percentage Rent | $185,000 | $193,740 | $8,740 | Credit to Buyer
8 | TI Allowance — Outstanding | SouthPark Corporate Center — Suite 310 (new lease) | $175,000 | $198,400 | $23,400 | Credit to Buyer | Contractor invoices submitted July 2024
9 | TI Allowance — Outstanding | Buckhead Place Office Tower — Suite 1820 (renewal) | $150,000 | $169,800 | $19,800 | Credit to Buyer | Final TI reimbursement exceeded estimate
SUBTOTAL — TI Allowances | $325,000 | $368,200 | $43,200 | Credit to Buyer
10 | Leasing Commissions | SouthPark Corporate Center — Suite 310 | $210,000 | $198,500 | -$11,500 | Credit to Seller | Commission invoice lower than accrual
11 | Leasing Commissions | Buckhead Place — Suite 1820 | $180,000 | $172,346 | -$7,654 | Credit to Seller | Commission rate confirmed lower than estimated
12 | Leasing Commissions | Cool Springs — Suite 200 | $120,000 | $116,500 | -$3,500 | Credit to Seller | Final invoice reconciliation
SUBTOTAL — Leasing Commissions | $510,000 | $487,346 | -$22,654 | Credit to Seller
13 | Free Rent / Rent Abatement | Brickell Bay — Suite 600 (new tenant) | $175,000 | $180,135 | $5,135 | Credit to Buyer | Free rent period straddled closing; actual daily rate higher
14 | Free Rent / Rent Abatement | Cool Springs — Suite 400 (renewal) | $100,000 | $104,000 | $4,000 | Credit to Buyer | Abatement period extended one week per lease amendment
SUBTOTAL — Free Rent / Rent Abatement | $275,000 | $284,135 | $9,135 | Credit to Buyer
15 | Service Contract Accruals | Portfolio-wide (63 service contracts) | $142,500 | $143,685 | $1,185 | Credit to Buyer | Reconciliation of janitorial (6 properties), landscaping (10 properties), elevator maintenance (4 office properties)
SUBTOTAL — Service Contracts | $142,500 | $143,685 | $1,185 | Credit to Buyer
16 | Miscellaneous Operating Income | Portfolio-wide (parking, vending, telecom) | $18,750 | $25,150 | $6,400 | Credit to Buyer | Parking and ancillary revenue at Buckhead Place and SouthPark exceeded estimates
SUBTOTAL — Miscellaneous | $18,750 | $25,150 | $6,400 | Credit to Buyer
GRAND TOTAL — Other Adjustments | $1,868,550 | $1,940,876 | $72,326 | Net Credit to Buyer | Sum of all other adjustment categories
[sheet: Net True-Up Summary]
Category | Net Adjustment Amount | Credit Direction
Real Property Taxes — 2024 Proration True-Up | $164,892 | Credit to Buyer
CAM / Operating Expense Reconciliation | -$87,585 | Credit to Seller
Utility Charges (Landlord-Paid) | $26,320 | Credit to Buyer
Percentage Rent | $8,740 | Credit to Buyer
Prepaid Rents — June 2024 | $0 | No adjustment
Security Deposits | $0 | No adjustment
Tenant Improvement Allowance Obligations | $43,200 | Credit to Buyer
Leasing Commission Obligations | -$22,654 | Credit to Seller
Free Rent / Rent Abatement Credits | $9,135 | Credit to Buyer
Service Contract Prepayments / Accruals | $1,185 | Credit to Buyer
Insurance Premiums | $0 | No adjustment
Real Property Tax Appeals | $0 | No adjustment
Miscellaneous Operating Adjustments | $6,400 | Credit to Buyer
Portfolio-Level Rounding & Reconciliation Adjustment | $197,585 | Credit to Buyer
SUBTOTAL — Credits to Buyer | $457,457
SUBTOTAL — Credits to Seller (offset) | -$110,239
NET TRUE-UP ADJUSTMENT | $347,218 | NET CREDIT TO BUYER
Payment Due From | Greystone Meridian Partners Fund III, L.P.
Payment Due To | Fairwater Real Estate Investment Trust
Payment Deadline | 10 business days from August 28, 2024 (agreement date)
Actual Payment Date | September 5, 2024
Payment Method | Wire transfer per verified Buyer wire instructions on file
AGREED AND ACCEPTED BY BUYER:
Fairwater Real Estate Investment Trust
By: Marcus Devereaux, EVP, Acquisitions
Date: August 28, 2024
AGREED AND ACCEPTED BY SELLER:
Greystone Meridian Partners Fund III, L.P.
By: Greystone Meridian Capital LLC, its General Partner
By: Victor Lansdell, Managing Partner
Date: August 28, 2024
PREPARED BY:
Calderwood & Harkness LLP
Grace Nakamura, Lead Associate
Matter No. 1036-00004
REVIEWED AND CONCURRED:
Ashford Prewitt LLP (Buyer's Accountants)
Martin Ashford, CPA, Engagement Partner
Naomi Ikeda, CPA, Tax Partner
Caldwell Murray & Oakes LLP (Seller's Accountants)
William Oakes, CPA, Engagement Partner