TRANSFER TAX RETURNS & DECLARATIONS — ALL JURISDICTIONS

TRANSFER TAX RETURNS & DECLARATIONS — ALL JURISDICTIONS
PREPARED BY
CALDERWOOD & HARKNESS LLP
1700 K Street NW, Suite 900 Washington, DC 20006
450 Park Avenue, 28th Floor New York, NY 10022
Matter Number: 1036-00004
Client: Fairwater Real Estate Investment Trust
Transaction: Acquisition of 100% Membership Interests in 14 Property-Owning Delaware Limited Liability Companies from Greystone Meridian Partners Fund III, L.P.
Aggregate Purchase Price: $1,100,000,000.00
PCA Credit: $1,070,000.00 (Resulting in Adjusted Purchase Price of $1,098,930,000.00 for certain purposes; transfer tax filings reference the contractual purchase price of $1,100,000,000.00 as the deemed consideration, with the allocation per PSA Exhibit K governing property-level filings)
Closing Date: June 6, 2024
Prepared By: Sylvia Hartwell, Partner (Tax) Rafael Dominguez, Associate (Real Estate)
Date of Compilation: June 6, 2024
PRIVILEGED AND CONFIDENTIAL ATTORNEY WORK PRODUCT
This compilation and the materials attached hereto have been prepared by Calderwood & Harkness LLP in its capacity as counsel to Fairwater Real Estate Investment Trust. This document is protected by the attorney-client privilege and constitutes attorney work product. Any disclosure, distribution, or copying of this document or its contents without the prior written consent of Calderwood & Harkness LLP and Fairwater Real Estate Investment Trust is strictly prohibited.
Right-click to update Table of Contents
I. INTRODUCTION AND OVERVIEW
A. Purpose of This Compilation
This document compiles the transfer tax returns, declarations, and supporting filings prepared by Calderwood & Harkness LLP, in coordination with local counsel in each applicable jurisdiction, for filing in connection with the closing of the acquisition by Fairwater Real Estate Investment Trust ("Buyer" or "Fairwater REIT") of a fourteen-property Sun Belt logistics and office portfolio (the "Portfolio") from Greystone Meridian Partners Fund III, L.P. ("Seller" or "GMP Fund III") (the "Transaction"). The Transaction closed on June 6, 2024 pursuant to the terms and conditions of the Purchase and Sale Agreement dated February 28, 2024, as amended by the First Amendment to the Purchase and Sale Agreement dated April 15, 2024, and the Second Amendment to the Purchase and Sale Agreement dated May 22, 2024 (collectively, the "PSA").
The Transaction is structured as an entity-level purchase of one hundred percent (100%) of the membership interests in fourteen (14) single-purpose Delaware limited liability companies (each, a "Target Entity" and collectively, the "Target Entities"), each of which holds fee simple title to a single real property asset in the Portfolio. Because the Transaction involves a transfer of all outstanding membership interests in each Target Entity rather than a direct conveyance of real property by deed, no deeds are being recorded in connection with the closing. However, several of the jurisdictions in which Portfolio properties are located impose controlling-interest transfer taxes on transfers of ownership interests in entities that hold real property located within such jurisdictions. This compilation addresses the transfer tax obligations arising in each such jurisdiction and confirms the filing and payment of all applicable transfer taxes on or before the Closing Date.
The purpose of this compilation is to provide Buyer, Seller, and their respective counsel with a comprehensive record of all transfer tax returns, declarations, affidavits, and supporting documents prepared and filed in connection with the Transaction, organized by jurisdiction, together with confirmation of payment and a summary of the aggregate transfer tax liability and its allocation between the parties.
B. Transaction Structure — Transfer Tax Implications
The Transaction is structured as an entity-level transfer of membership interests rather than a direct asset or deed transfer. Specifically, Seller is transferring one hundred percent (100%) of its membership interests in each of the fourteen Target Entities to Buyer. Each Target Entity is a Delaware limited liability company formed for the sole purpose of holding title to a single real property asset in the Portfolio. Upon consummation of the Transaction, Buyer will indirectly acquire fee simple title to all fourteen properties through its ownership of the Target Entities.
Because no deeds are being recorded in connection with the closing, the Transaction does not give rise to traditional deed transfer taxes or recording fees in most jurisdictions. However, a number of states have enacted controlling-interest transfer tax statutes that impose transfer taxes on the transfer of a controlling interest (generally defined as fifty percent (50%) or more) in an entity that owns real property located within the state, regardless of whether a deed is recorded. These statutes are designed to ensure that transfers of real property effected through entity-level transactions are subject to transfer taxes comparable to those that would apply in a direct asset transfer.
Based on a review of the applicable statutes and in coordination with local counsel in each jurisdiction, Calderwood & Harkness LLP has determined that controlling-interest transfer taxes are due and payable in connection with the Transaction in the following four (4) states: Georgia, Florida, Tennessee, and North Carolina. Texas, which is the situs of three (3) of the Portfolio properties, does not impose a state-level real estate transfer tax or controlling-interest transfer tax, and accordingly no transfer tax return or payment is required in Texas.
The total estimated transfer taxes across all applicable jurisdictions are $3,850,000.00. Pursuant to Section 12.3(b) of the PSA, transfer taxes are allocated fifty percent (50%) to Buyer and fifty percent (50%) to Seller, resulting in a share of $1,925,000.00 for each party.
C. Jurisdictions Covered
This compilation covers the following jurisdictions in which Portfolio properties are located:
1.  Georgia — Four (4) properties; estimated transfer taxes of approximately $1,250,000.00.
2.  Florida — Three (3) properties; estimated transfer taxes of approximately $1,680,000.00.
3.  Tennessee — Three (3) properties; estimated transfer taxes of approximately $740,000.00.
4.  North Carolina — One (1) property; estimated transfer taxes of approximately $180,000.00.
5.  Texas — Three (3) properties; $0.00 in transfer taxes (no state transfer tax; included for completeness).
Each jurisdiction is addressed in a separate section of this compilation, with detailed discussions of the applicable law, tax rate, properties and Target Entities subject to tax, allocated consideration and tax computation, applicable return forms, filing information, payment confirmation, and attached executed forms.
D. Local Counsel Coordination
Calderwood & Harkness LLP has coordinated with local counsel in each applicable jurisdiction to ensure the accuracy and completeness of all transfer tax filings and to facilitate the timely filing and payment of all transfer taxes on the Closing Date. The following local counsel firms have been engaged in connection with the transfer tax filings:
Georgia Filings: Talmadge Beaumont LLP, 1180 Peachtree Street NE, Suite 1900, Atlanta, GA 30309. Contact: Catherine Beaumont, Partner. Talmadge Beaumont LLP prepared and filed all Georgia controlling-interest transfer tax declarations with the applicable county clerks of superior court and the Georgia Department of Revenue.
Florida Filings: Palmetto Strauss PA, 100 Southeast Second Street, Suite 2800, Miami, FL 33131. Contact: Roberto Strauss, Partner. Palmetto Strauss PA prepared and filed all Florida documentary stamp tax returns for nonrecorded documents (Form DR-219) with the Florida Department of Revenue and applicable county clerks.
Tennessee Filings: Ellsworth Ridley LLP, 424 Church Street, Suite 1500, Nashville, TN 37219. Contact: Diane Ellsworth, Partner. Ellsworth Ridley LLP prepared and filed all Tennessee controlling-interest transfer tax declarations with the applicable county Registers of Deeds and the Tennessee Department of Revenue.
North Carolina Filings: Haversham Cole PLLC, 301 South College Street, Suite 1400, Charlotte, NC 28202. Contact: Marshall Haversham, Partner. Haversham Cole PLLC prepared and filed the North Carolina controlling-interest transfer tax return with the Mecklenburg County Register of Deeds and the North Carolina Department of Revenue.
Texas (Confirmation Only): Breckenridge Osgood LLP, 717 Texas Avenue, Suite 2600, Houston, TX 77002. Contact: James Breckenridge, Partner. Breckenridge Osgood LLP confirmed that no transfer tax return or payment is required in Texas in connection with the Transaction and provided a written confirmation letter to that effect.
All transfer tax calculations have been reviewed and verified by Ashford Prewitt LLP, 1 South Street, Suite 2700, Baltimore, MD 21202 (Naomi Ikeda, CPA, Tax Partner), which serves as independent tax advisor to Fairwater REIT.
E. Purchase Price Allocation Reference
The allocated purchase price for each property in the Portfolio is set forth in Exhibit K to the PSA (the "Purchase Price Allocation Schedule"), which was agreed upon by Buyer and Seller based on appraised values determined by Stonebridge Valuation Advisors, LLC, an independent real estate appraisal firm engaged jointly by the parties. The appraised values were determined as of February 1, 2024, and the allocation was finalized and agreed to by the parties on February 28, 2024, in connection with the execution of the PSA.
The allocated purchase price for each property, as set forth in the Purchase Price Allocation Schedule, serves as the basis for computing jurisdiction-specific transfer taxes for each property. The aggregate of all property-level allocations equals the contractual purchase price of $1,100,000,000.00. Although the adjusted purchase price, reflecting the PCA Credit of $1,070,000.00, is $1,098,930,000.00 for certain settlement purposes, the transfer tax filings reference the contractual purchase price of $1,100,000,000.00 as the deemed consideration, consistent with the allocation per PSA Exhibit K governing property-level filings. A cross-reference copy of PSA Exhibit K is attached to this compilation as Exhibit S-1.
F. Filing and Payment Summary Table
The following table summarizes the transfer tax filings and payments for all jurisdictions in connection with the Transaction:
II. GEORGIA — CONTROLLING-INTEREST TRANSFER TAX RETURNS
A. Applicable Law and Tax Rate
The Georgia controlling-interest transfer tax is imposed under the Official Code of Georgia Annotated ("O.C.G.A.") § 48-6-1 et seq. Under Georgia law, a transfer of a controlling interest — defined as fifty percent (50%) or more of the total interest in an entity — in an entity that owns real property located in Georgia is treated as a transfer of real property for purposes of the state real estate transfer tax. The tax is imposed on the fair market value of the real property held by the entity, as reflected in the consideration paid for the controlling interest, allocated to the Georgia real property.
The applicable tax rate is $1.00 per $1,000.00 of the fair market value of the real property (or, equivalently, $0.10 per $100.00 of consideration). In addition, Georgia imposes an intangible recording tax on the recording of documents evidencing long-term notes secured by real property, at a rate of $1.50 per $500.00 of indebtedness. To the extent applicable in connection with the assumption or continuation of existing financing encumbering the Georgia properties, intangible recording tax declarations have also been prepared; however, for purposes of this compilation, the primary focus is on the controlling-interest transfer tax.
Because the Transaction involves the transfer of one hundred percent (100%) of the membership interests in each of the four Target Entities holding Georgia real property, the controlling-interest transfer tax is triggered with respect to all four Georgia properties. The transfer of 100% clearly exceeds the 50% threshold for a controlling interest under O.C.G.A. § 48-6-1.
B. Properties and Target Entities Subject to Georgia Tax
The following four (4) properties and their respective Target Entities are subject to the Georgia controlling-interest transfer tax:
Property 1: Fairfield Logistics Center I
•  Address: 4200 Fairfield Industrial Boulevard, Fairburn, GA 30213
•  Target Entity: GMP Fairfield I LLC (EIN: 84-2310561)
•  Property Type: Logistics / Industrial
•  Rentable square Footage: 412,000 RSF
•  Year Built: 2020
•  County: Fulton County (South Fulton area)
Property 2: Fairfield Logistics Center II
•  Address: 4300 Fairfield Industrial Boulevard, Fairburn, GA 30213
•  Target Entity: GMP Fairfield II LLC (EIN: 84-2310578)
•  Property Type: Logistics / Industrial
•  Rentable square Footage: 387,000 RSF
•  Year Built: 2020
•  County: Fulton County (South Fulton area)
Property 9: Buckhead Place Office Tower
•  Address: 3380 Peachtree Road NE, Atlanta, GA 30326
•  Target Entity: GMP Buckhead LLC (EIN: 84-2639901)
•  Property Type: Class A Office
•  Rentable square Footage: 285,000 RSF
•  Year Built: 2018
•  County: Fulton County
Property 13: Peachtree Corners Logistics Center
•  Address: 5900 Peachtree Industrial Boulevard, Peachtree Corners, GA 30071
•  Target Entity: GMP Peachtree LLC (EIN: 84-2741063)
•  Property Type: Logistics / Industrial
•  Rentable square Footage: 345,000 RSF
•  Year Built: 2020
•  County: Gwinnett County
C. Allocated Consideration and Tax Computation
The allocated purchase prices for each of the four Georgia properties, as set forth in PSA Exhibit K (the Purchase Price Allocation Schedule), are derived from the appraised values determined by Stonebridge Valuation Advisors, LLC. The allocated consideration for each property, together with the applicable tax rate and computed transfer tax, is set forth below:
In addition to the state transfer tax computed above, county-level intangible recording tax and applicable filing surcharges result in additional charges that bring the aggregate Georgia transfer tax liability to approximately $1,250,000.00. The county-level components include intangible recording taxes assessed in Fulton County and Gwinnett County on the deemed consideration attributable to each property, computed at the applicable county rates. Detailed property-level computations reflecting both state and county components are set forth in the transfer tax declarations attached as Exhibits GA-1 through GA-4.
D. Georgia Return Forms
The following forms and declarations have been prepared and filed in connection with the Georgia controlling-interest transfer taxes:
1.  Form PT-61 (Real Estate Transfer Tax Declaration) — or controlling-interest equivalent declarations — filed with the applicable county clerks of superior court. Although Form PT-61 is traditionally used for deed-based transfers, Georgia practice in controlling-interest transfers requires the filing of substantially similar declarations with the clerk of superior court in each county where the subject real property is located, together with a copy of the controlling-interest transfer tax return filed with the Georgia Department of Revenue.
2.  Intangible Recording Tax Declarations — as applicable, filed with the clerks of superior court in Fulton County and Gwinnett County. These declarations address the intangible recording tax component of the Georgia transfer tax liability.
3.  Controlling-Interest Transfer Tax Returns — filed with the Georgia Department of Revenue, documenting the transfer of controlling interests in each of the four Target Entities and the computation of transfer taxes based on the allocated consideration for each property.
Separate filings have been prepared for each property and Target Entity. The Fairfield Logistics Center I and Fairfield Logistics Center II properties (Fairburn) and the Buckhead Place Office Tower (Atlanta) are located in Fulton County, and the corresponding declarations have been filed with the Fulton County Clerk of Superior Court. The Peachtree Corners Logistics Center is located in Gwinnett County, and the corresponding declaration has been filed with the Gwinnett County Clerk of Superior Court.
E. Filing Information
The following information is common to all Georgia transfer tax filings:
Transferor: Greystone Meridian Partners Fund III, L.P. EIN: 83-1647205
Address: 3300 Peachtree Road NE, Suite 2200, Atlanta, GA 30326
Transferee: Fairwater Real Estate Investment Trust EIN: 52-2198437
Address: 7200 Chesapeake Parkway, Suite 1100, Columbia, MD 21044
Date of Transfer: June 6, 2024
Type of Transfer: Transfer of 100% controlling interest in entity holding real property in the State of Georgia. No deed recorded; transfer effected through assignment of 100% of the membership interests in each Target Entity.
Filed By: Talmadge Beaumont LLP (Catherine Beaumont, Partner), 1180 Peachtree Street NE, Suite 1900, Atlanta, GA 30309, on behalf of both Transferor and Transferee, pursuant to authorization granted under Section 12.3(d) of the PSA and separate powers of attorney executed by each party.
F. Payment Confirmation
Total Georgia transfer taxes paid in connection with the Transaction: approximately $1,250,000.00.
•  Buyer's Share (50%): approximately $625,000.00
•  Seller's Share (50%): approximately $625,000.00
Payment was made by wire transfer on the Closing Date, June 6, 2024, from the closing escrow account maintained by Dunmore Insurance (National Commercial Services Division) to the applicable county clerks of superior court and the Georgia Department of Revenue, in accordance with wire instructions provided by Talmadge Beaumont LLP. Wire transfer confirmation numbers and receipts are included in Exhibit S-2.
G. Attached Georgia Forms
Executed copies of all Georgia transfer tax declarations are attached to this compilation as follows:
•  Exhibit GA-1: Transfer Tax Declaration — GMP Fairfield I LLC (Fairfield Logistics Center I, 4200 Fairfield Industrial Blvd, Fairburn, GA 30213)
•  Exhibit GA-2: Transfer Tax Declaration — GMP Fairfield II LLC (Fairfield Logistics Center II, 4300 Fairfield Industrial Blvd, Fairburn, GA 30213)
•  Exhibit GA-3: Transfer Tax Declaration — GMP Buckhead LLC (Buckhead Place Office Tower, 3380 Peachtree Road NE, Atlanta, GA 30326)
•  Exhibit GA-4: Transfer Tax Declaration — GMP Peachtree LLC (Peachtree Corners Logistics Center, 5900 Peachtree Industrial Blvd, Peachtree Corners, GA 30071)
III. FLORIDA — DOCUMENTARY STAMP TAX DECLARATIONS
A. Applicable Law and Tax Rate
The Florida documentary stamp tax is imposed under Florida Statutes § 201.02. Section 201.02(1)(a) of the Florida Statutes specifically addresses the transfer of a beneficial interest in real property effected through the transfer of a controlling interest in an entity. Under Florida law, the transfer of a controlling interest (defined as more than fifty percent (50%)) in an entity that owns real property located in Florida is treated as a transfer of an interest in real property subject to documentary stamp tax, even where no deed or other instrument is recorded.
The applicable documentary stamp tax rate is $0.70 per $100.00 of consideration (or fraction thereof). This rate applies uniformly throughout Florida, except that Miami-Dade County imposes an additional surtax of $0.45 per $100.00 on transactions involving consideration in excess of $100.00, bringing the combined rate for properties located in Miami-Dade County to $1.15 per $100.00 (or $0.70 per $100.00 documentary stamp tax plus $0.45 per $100.00 surtax). The Miami-Dade County surtax is applicable to the Brickell Bay Office Building (GMP Brickell LLC), which is located in Miami-Dade County.
Because the Transaction involves the transfer of one hundred percent (100%) of the membership interests in each of the three Target Entities holding Florida real property, the documentary stamp tax is triggered with respect to all three Florida properties. The deemed consideration for purposes of the documentary stamp tax is the allocated purchase price for each property, as set forth in PSA Exhibit K.
B. Properties and Target Entities Subject to Florida Tax
The following three (3) properties and their respective Target Entities are subject to the Florida documentary stamp tax:
Property 6: Lakeland Crossings Industrial
•  Address: 7100 Drane Field Road, Lakeland, FL 33811
•  Target Entity: GMP Lakeland LLC (EIN: 84-2527834)
•  Property Type: Logistics / Industrial
•  Rentable square Footage: 372,000 RSF
•  Year Built: 2019
•  County: Polk County
Property 7: Southport Logistics Park
•  Address: 3200 Southport Connector Road, Jacksonville, FL 32218
•  Target Entity: GMP Southport LLC (EIN: 84-2527849)
•  Property Type: Logistics / Industrial
•  Rentable square Footage: 410,000 RSF
•  Year Built: 2021
•  County: Duval County
Property 12: Brickell Bay Office Building
•  Address: 1450 Brickell Avenue, Miami, FL 33131
•  Target Entity: GMP Brickell LLC (EIN: 84-2639932)
•  Property Type: Class A Office
•  Rentable square Footage: 152,000 RSF
•  Year Built: 2019
•  County: Miami-Dade County
C. Allocated Consideration and Tax Computation
The allocated purchase prices for each of the three Florida properties, as set forth in PSA Exhibit K, and the corresponding transfer tax computations, are as follows:
Note: The Brickell Bay Office Building, located in Miami-Dade County, is subject to the additional Miami-Dade County surtax of $0.45 per $100.00 of consideration. The surtax on the $72,000,000 allocated consideration is approximately $324,000, which is reflected in the aggregate Florida transfer tax total. The figures above present the base documentary stamp tax component; the aggregate Florida transfer tax liability, inclusive of the Miami-Dade County surtax, is approximately $1,680,000.00. Detailed computations reflecting both the base documentary stamp tax and the Miami-Dade County surtax are set forth in the documentary stamp tax returns attached as Exhibits FL-1 through FL-3.
D. Florida Return Forms
The following forms and declarations have been prepared and filed in connection with the Florida documentary stamp taxes:
1.  Florida Department of Revenue Form DR-219 (Documentary Stamp Tax Return for Nonrecorded Documents) — This form is used for controlling-interest transfers where no deed or other instrument is recorded. A separate Form DR-219 has been prepared and filed for each of the three Florida properties, reflecting the allocated consideration and computed documentary stamp tax for each property.
2.  Miami-Dade County Surtax Declaration — A separate surtax declaration has been prepared and filed for GMP Brickell LLC in connection with the Miami-Dade County surtax applicable to the Brickell Bay Office Building. This declaration accompanies the Form DR-219 for the Brickell Bay property and documents the computation of the surtax at the rate of $0.45 per $100.00 of consideration.
Each Form DR-219 has been filed with the Florida Department of Revenue in Tallahassee, with copies transmitted to the applicable county clerk of court (Polk County Clerk of Court for Lakeland Crossings Industrial; Duval County Clerk of Court for Southport Logistics Park; and Miami-Dade County Clerk of Court for Brickell Bay Office Building).
E. Filing Information
The following information is common to all Florida documentary stamp tax filings:
Transferor: Greystone Meridian Partners Fund III, L.P. EIN: 83-1647205
Address: 3300 Peachtree Road NE, Suite 2200, Atlanta, GA 30326
Transferee: Fairwater Real Estate Investment Trust EIN: 52-2198437
Address: 7200 Chesapeake Parkway, Suite 1100, Columbia, MD 21044
Date of Transfer: June 6, 2024
Type of Transfer: Transfer of 100% membership interests in entity holding real property in the State of Florida. This is a nonrecorded transfer of a controlling interest in a real-property-holding entity, subject to documentary stamp tax under Fla. Stat. § 201.02(1)(a). No deed or other instrument of conveyance has been or will be recorded in connection with this transfer.
Filed By: Palmetto Strauss PA (Roberto Strauss, Partner), 100 Southeast Second Street, Suite 2800, Miami, FL 33131, on behalf of both Transferor and Transferee, pursuant to authorization granted under Section 12.3(d) of the PSA and separate powers of attorney executed by each party.
Filing With: Florida Department of Revenue, General Tax Administration, 5050 West Tennessee Street, Building L, Tallahassee, FL 32399-0100; with copies to applicable county clerks of court.
F. Payment Confirmation
Total Florida documentary stamp taxes paid in connection with the Transaction: approximately $1,680,000.00.
•  Buyer's Share (50%): approximately $840,000.00
•  Seller's Share (50%): approximately $840,000.00
Payment was made by wire transfer on the Closing Date, June 6, 2024, from the closing escrow account maintained by Dunmore Insurance (National Commercial Services Division) to the Florida Department of Revenue and the applicable county clerks, in accordance with wire instructions provided by Palmetto Strauss PA. Wire transfer confirmation numbers and receipts are included in Exhibit S-2.
G. Attached Florida Forms
Executed copies of all Florida documentary stamp tax returns are attached to this compilation as follows:
•  Exhibit FL-1: Documentary Stamp Tax Return (Form DR-219) — GMP Lakeland LLC (Lakeland Crossings Industrial, 7100 Drane Field Road, Lakeland, FL 33811 — Polk County)
•  Exhibit FL-2: Documentary Stamp Tax Return (Form DR-219) — GMP Southport LLC (Southport Logistics Park, 3200 Southport Connector Road, Jacksonville, FL 32218 — Duval County)
•  Exhibit FL-3: Documentary Stamp Tax Return (Form DR-219) and Miami-Dade County Surtax Declaration — GMP Brickell LLC (Brickell Bay Office Building, 1450 Brickell Avenue, Miami, FL 33131 — Miami-Dade County)
IV. TENNESSEE — TRANSFER TAX (CONTROLLING INTEREST) DECLARATIONS
A. Applicable Law and Tax Rate
The Tennessee controlling-interest transfer tax is imposed under Tennessee Code Annotated § 67-4-409(b). Under Tennessee law, the transfer of a controlling interest — defined as more than fifty percent (50%) — in an entity that owns real property located in Tennessee is subject to the state transfer tax at the same rate applicable to direct transfers of real property by deed.
The applicable transfer tax rate is $0.37 per $100.00 of consideration (or fraction thereof). This rate is applied to the fair market value of the Tennessee real property held by the entity, as reflected in the consideration paid for the controlling interest and allocated to the Tennessee real property.
Because the Transaction involves the transfer of one hundred percent (100%) of the membership interests in each of the three Target Entities holding Tennessee real property, the controlling-interest transfer tax is triggered with respect to all three Tennessee properties. The 100% membership interest transfer clearly exceeds the statutory threshold of more than 50% for a controlling interest under Tenn. Code Ann. § 67-4-409(b).
Tennessee transfer tax returns are filed with the county Register of Deeds in the county where the subject real property is located, with a copy provided to the Tennessee Department of Revenue. In addition, Tennessee law requires the filing of an affidavit of consideration or controlling-interest transfer affidavit in connection with each controlling-interest transfer, attesting to the consideration paid and the nature of the transfer.
B. Properties and Target Entities Subject to Tennessee Tax
The following three (3) properties and their respective Target Entities are subject to the Tennessee controlling-interest transfer tax:
Property 8: Murfreesboro Distribution Center
•  Address: 1600 Joe B. Jackson Parkway, Murfreesboro, TN 37127
•  Target Entity: GMP Murfreesboro LLC (EIN: 84-2527856)
•  Property Type: Logistics / Industrial
•  Rentable square Footage: 502,000 RSF
•  Year Built: 2020
•  County: Rutherford County
Property 11: Cool Springs Office Park
•  Address: 5000 Virginia Way, Brentwood, TN 37027
•  Target Entity: GMP Cool Springs LLC (EIN: 84-2639925)
•  Property Type: Class A Office
•  Rentable square Footage: 196,000 RSF
•  Year Built: 2016
•  County: Williamson County
Property 14: Mount Juliet Commerce Park
•  Address: 400 South Mount Juliet Road, Mount Juliet, TN 37122
•  Target Entity: GMP Mount Juliet LLC (EIN: 84-2741070)
•  Property Type: Logistics / Industrial
•  Rentable square Footage: 298,000 RSF
•  Year Built: 2021
•  County: Wilson County
C. Allocated Consideration and Tax Computation
The allocated purchase prices for each of the three Tennessee properties, as set forth in PSA Exhibit K, and the corresponding transfer tax computations, are as follows:
The aggregate Tennessee transfer tax liability of approximately $740,000.00 reflects the sum of the property-level computations set forth above, with minor adjustments for rounding to the nearest whole dollar as required by the applicable return forms. Detailed property-level computations are set forth in the transfer tax declarations attached as Exhibits TN-1 through TN-3.
D. Tennessee Return Forms
The following forms and declarations have been prepared and filed in connection with the Tennessee controlling-interest transfer taxes:
1.  Tennessee Department of Revenue Transfer Tax Declarations for Controlling-Interest Transfers — Separate declarations have been prepared for each of the three Tennessee properties, reflecting the allocated consideration, the applicable tax rate, and the computed transfer tax for each property. Each declaration identifies the transfer as a controlling-interest transfer under Tenn. Code Ann. § 67-4-409(b) and provides the requisite entity and property information.
2.  Affidavit of Consideration / Controlling-Interest Transfer Affidavit — As required by Tennessee statute, an affidavit attesting to the consideration paid and the nature of the transfer has been executed and filed in connection with each property-level filing. These affidavits confirm that the transfer is of 100% of the membership interests in each Target Entity and that the allocated consideration used for transfer tax computation purposes is the amount set forth in PSA Exhibit K.
Separate filings have been prepared and submitted for each county in which a Tennessee property is located: Rutherford County (Murfreesboro Distribution Center), Williamson County (Cool Springs Office Park), and Wilson County (Mount Juliet Commerce Park).
E. Filing Information
The following information is common to all Tennessee transfer tax filings:
Transferor: Greystone Meridian Partners Fund III, L.P. EIN: 83-1647205
Address: 3300 Peachtree Road NE, Suite 2200, Atlanta, GA 30326
Transferee: Fairwater Real Estate Investment Trust EIN: 52-2198437
Address: 7200 Chesapeake Parkway, Suite 1100, Columbia, MD 21044
Date of Transfer: June 6, 2024
Type of Transfer: Transfer of 100% membership interests in entity holding real property in the State of Tennessee. No deed recorded; transfer effected through assignment of 100% of the membership interests in each Target Entity. This constitutes a transfer of a controlling interest subject to transfer tax under Tenn. Code Ann. § 67-4-409(b).
Filed By: Ellsworth Ridley LLP (Diane Ellsworth, Partner), 424 Church Street, Suite 1500, Nashville, TN 37219, on behalf of both Transferor and Transferee, pursuant to authorization granted under Section 12.3(d) of the PSA and separate powers of attorney executed by each party.
Filing With: Rutherford County Register of Deeds (319 North Maple Street, Suite 130, Murfreesboro, TN 37130); Williamson County Register of Deeds (1320 West Main Street, Suite 137, Franklin, TN 37064); Wilson County Register of Deeds (228 East Main Street, Room 107, Lebanon, TN 37087); with copies to the Tennessee Department of Revenue, Andrew Jackson Building, 500 Deaderick Street, Nashville, TN 37242.
F. Payment Confirmation
Total Tennessee transfer taxes paid in connection with the Transaction: approximately $740,000.00.
•  Buyer's Share (50%): approximately $370,000.00
•  Seller's Share (50%): approximately $370,000.00
Payment was made by wire transfer on the Closing Date, June 6, 2024, from the closing escrow account maintained by Dunmore Insurance (National Commercial Services Division) to the applicable county Registers of Deeds, in accordance with wire instructions provided by Ellsworth Ridley LLP. Wire transfer confirmation numbers and receipts are included in Exhibit S-2.
G. Attached Tennessee Forms
Executed copies of all Tennessee transfer tax declarations are attached to this compilation as follows:
•  Exhibit TN-1: Transfer Tax Declaration — GMP Murfreesboro LLC (Murfreesboro Distribution Center, 1600 Joe B. Jackson Parkway, Murfreesboro, TN 37127 — Rutherford County)
•  Exhibit TN-2: Transfer Tax Declaration — GMP Cool Springs LLC (Cool Springs Office Park, 5000 Virginia Way, Brentwood, TN 37027 — Williamson County)
•  Exhibit TN-3: Transfer Tax Declaration — GMP Mount Juliet LLC (Mount Juliet Commerce Park, 400 South Mount Juliet Road, Mount Juliet, TN 37122 — Wilson County)
V. NORTH CAROLINA — EXCISE TAX (CONTROLLING INTEREST) DECLARATION
A. Applicable Law and Tax Rate
The North Carolina controlling-interest transfer tax — denominated as an "excise tax" — is imposed under North Carolina General Statutes § 105-228.28 et seq. Under North Carolina law, the transfer of a controlling interest in an entity that owns real property located in North Carolina is subject to excise tax at the same rate applicable to direct conveyances of real property.
The applicable excise tax rate is $1.00 per $500.00 of consideration (which is equivalent to $2.00 per $1,000.00 of consideration, or $0.20 per $100.00). A "controlling interest" for purposes of the North Carolina excise tax is defined as more than fifty percent (50%) of the total interest in an entity.
Because the Transaction involves the transfer of one hundred percent (100%) of the membership interests in GMP SouthPark LLC, the sole Target Entity holding North Carolina real property, the controlling-interest excise tax is triggered with respect to the SouthPark Corporate Center. The transfer of 100% clearly exceeds the statutory threshold under N.C. Gen. Stat. § 105-228.28.
The excise tax return is filed with the Register of Deeds in the county where the subject real property is located, with a copy provided to the North Carolina Department of Revenue. In addition, North Carolina requires the filing of an affidavit of controlling-interest transfer in connection with the filing.
B. Property and Target Entity Subject to North Carolina Tax
The following property and its Target Entity are subject to the North Carolina controlling-interest excise tax:
Property 10: SouthPark Corporate Center
•  Address: 6200 Fairview Road, Charlotte, NC 28210
•  Target Entity: GMP SouthPark LLC (EIN: 84-2639918)
•  Property Type: Class A Office
•  Rentable square Footage: 218,000 RSF
•  Year Built: 2017
•  County: Mecklenburg County
C. Allocated Consideration and Tax Computation
The allocated purchase price for SouthPark Corporate Center, as set forth in PSA Exhibit K, and the corresponding excise tax computation, is as follows:
The North Carolina excise tax on the $90,000,000 allocated consideration for SouthPark Corporate Center is $180,000.00, computed at the rate of $1.00 per $500.00 of consideration ($90,000,000 ÷ $500 × $1.00 = $180,000). This computation is reflected in the controlling-interest transfer tax return attached as Exhibit NC-1.
D. North Carolina Return Forms
The following forms and declarations have been prepared and filed in connection with the North Carolina controlling-interest excise tax:
1.  North Carolina Department of Revenue Controlling-Interest Transfer Tax Return — This return documents the transfer of a controlling interest in GMP SouthPark LLC and the computation of the excise tax based on the allocated consideration for SouthPark Corporate Center.
2.  Mecklenburg County Register of Deeds Filing — A copy of the controlling-interest transfer tax return has been filed with the Mecklenburg County Register of Deeds, together with the required affidavit of controlling-interest transfer.
3.  Affidavit of Controlling-Interest Transfer — As required by North Carolina statute, an affidavit attesting to the nature of the transfer, the consideration paid, and the identity of the transferor and transferee has been executed and filed in connection with the excise tax return.
E. Filing Information
The following information pertains to the North Carolina excise tax filing:
Transferor: Greystone Meridian Partners Fund III, L.P. EIN: 83-1647205
Address: 3300 Peachtree Road NE, Suite 2200, Atlanta, GA 30326
Transferee: Fairwater Real Estate Investment Trust EIN: 52-2198437
Address: 7200 Chesapeake Parkway, Suite 1100, Columbia, MD 21044
Date of Transfer: June 6, 2024
Type of Transfer: Transfer of 100% membership interests in entity holding real property in the State of North Carolina. No deed recorded; transfer effected through assignment of 100% of the membership interests in GMP SouthPark LLC. This constitutes a transfer of a controlling interest subject to excise tax under N.C. Gen. Stat. § 105-228.28 et seq.
Filed By: Haversham Cole PLLC (Marshall Haversham, Partner), 301 South College Street, Suite 1400, Charlotte, NC 28202, on behalf of both Transferor and Transferee, pursuant to authorization granted under Section 12.3(d) of the PSA and separate powers of attorney executed by each party.
Filing With: Mecklenburg County Register of Deeds, 720 East 4th Street, Suite 103, Charlotte, NC 28202; and the North Carolina Department of Revenue, P.O. Box 25000, Raleigh, NC 27640-0640.
F. Payment Confirmation
Total North Carolina excise tax paid in connection with the Transaction: approximately $180,000.00.
•  Buyer's Share (50%): approximately $90,000.00
•  Seller's Share (50%): approximately $90,000.00
Payment was made by wire transfer on the Closing Date, June 6, 2024, from the closing escrow account maintained by Dunmore Insurance (National Commercial Services Division) to the Mecklenburg County Register of Deeds, in accordance with wire instructions provided by Haversham Cole PLLC. Wire transfer confirmation numbers and receipts are included in Exhibit S-2.
G. Attached North Carolina Forms
The executed copy of the North Carolina excise tax return is attached to this compilation as follows:
•  Exhibit NC-1: Controlling-Interest Transfer Tax Return — GMP SouthPark LLC (SouthPark Corporate Center, 6200 Fairview Road, Charlotte, NC 28210 — Mecklenburg County)
VI. TEXAS — CONFIRMATION OF NO TRANSFER TAX
A. Applicable Law
The State of Texas does not impose a state-level real estate transfer tax or a controlling-interest transfer tax. Unlike the other jurisdictions in which Portfolio properties are located, Texas has no statute requiring the payment of a transfer tax or the filing of a transfer tax return in connection with the transfer of real property or the transfer of controlling interests in entities owning real property. Nominal local recording and filing fees may apply in connection with the recording of certain instruments in Texas counties (such as deed recordings or lien filings), but no such recordings are being made in connection with the Transaction, as the transfer is of membership interests rather than real property by deed.
This confirmation has been provided by Breckenridge Osgood LLP (James Breckenridge, Partner), 717 Texas Avenue, Suite 2600, Houston, TX 77002, which serves as local Texas counsel for the Transaction. Breckenridge Osgood LLP has confirmed in writing that no transfer tax return or payment is required in Texas in connection with the transfer of membership interests in the three Target Entities holding Texas real property, and that the absence of a Texas transfer tax obligation has been verified under applicable Texas statutes and local ordinances in Harris County and Tarrant County.
B. Texas Properties (No Filing Required)
The following three (3) properties and their respective Target Entities are located in Texas. No transfer tax filing or payment is required for any of these properties:
Property 3: Westlake Distribution Hub
•  Address: 11500 Westlake Parkway, Houston, TX 77082
•  Target Entity: GMP Westlake LLC (EIN: 84-2415693)
•  Property Type: Logistics / Industrial
•  Rentable square Footage: 624,000 RSF
•  Year Built: 2019
•  County: Harris County
Property 4: Katy Freeway Logistics Park
•  Address: 22600 Katy Freeway, Katy, TX 77449
•  Target Entity: GMP Katy LLC (EIN: 84-2415710)
•  Property Type: Logistics / Industrial
•  Rentable square Footage: 538,000 RSF
•  Year Built: 2021
•  County: Harris County
Property 5: Alliance Commerce Center
•  Address: 2800 Alliance Gateway Boulevard, Fort Worth, TX 76177
•  Target Entity: GMP Alliance LLC (EIN: 84-2415728)
•  Property Type: Logistics / Industrial
•  Rentable square Footage: 485,000 RSF
•  Year Built: 2020
•  County: Tarrant County
C. Confirmation
No transfer tax returns have been filed in Texas in connection with the Transaction. No transfer tax is due or payable in Texas. The aggregate transfer tax liability for the three Texas properties is $0.00.
A written confirmation letter from Breckenridge Osgood LLP, dated June 5, 2024, confirming that no transfer tax return or payment is required in Texas in connection with the Transaction, is referenced herein and attached to this compilation as Exhibit TX-1.
VII. AGGREGATE TRANSFER TAX SUMMARY
A. Summary Table
The following table summarizes the aggregate transfer tax liability across all jurisdictions in connection with the Transaction:
The aggregate transfer tax liability for the Transaction is $3,850,000.00, allocated equally between Buyer and Seller at $1,925,000.00 each. All transfer taxes have been paid in full on the Closing Date, June 6, 2024.
B. PSA Reference
Pursuant to Section 12.3(b) of the Purchase and Sale Agreement dated February 28, 2024, by and between Greystone Meridian Partners Fund III, L.P. (as Seller) and Fairwater Real Estate Investment Trust (as Buyer), all transfer taxes, documentary stamp taxes, excise taxes, and similar charges imposed in connection with the transfer of the membership interests in the Target Entities are allocated fifty percent (50%) to Buyer and fifty percent (50%) to Seller. This allocation applies to all jurisdictions in which transfer taxes are due and payable, including Georgia, Florida, Tennessee, and North Carolina.
The funds required for the payment of transfer taxes were included in the closing funds flow prepared by Calderwood & Harkness LLP and approved by both parties, as set forth in the Funds Flow Memorandum dated June 6, 2024. The Funds Flow Memorandum provides for the disbursement of transfer tax funds from the closing escrow account to the applicable state and county filing authorities, in accordance with the wire instructions provided by local counsel in each jurisdiction.
C. Wire Transfer Confirmation
The aggregate transfer taxes of $3,850,000.00 were wired on June 6, 2024, from the closing escrow account maintained by Dunmore Insurance (National Commercial Services Division), pursuant to the closing funds flow.
•  Buyer funded $1,925,000.00 toward transfer taxes, included in the aggregate closing funds wired by Buyer to the escrow agent.
•  Seller funded $1,925,000.00 toward transfer taxes, deducted from the net sale proceeds payable to Seller at closing.
Funds were disbursed to the applicable state and county filing authorities in accordance with the wire instructions provided by local counsel in each jurisdiction. Wire transfer confirmation numbers and receipts for all transfer tax payments are included in Exhibit S-2.
VIII. CERTIFICATIONS AND REPRESENTATIONS
A. Seller Certification
Greystone Meridian Partners Fund III, L.P., a Delaware limited partnership, by and through its general partner Greystone Meridian Capital LLC, a Delaware limited liability company, acting by and through its Co-Founders and Managing Partners, Victor Lansdell and Elise Rathborne, hereby certifies that all information provided by Seller in connection with each transfer tax filing prepared and filed in connection with the Transaction is true, correct, and complete in all material respects. This certification extends to, without limitation, the allocated consideration for each property (as set forth in PSA Exhibit K), the property descriptions, the Target Entity information (including legal names, employer identification numbers, and jurisdictions of organization), and all other factual representations made in the transfer tax returns, declarations, affidavits, and supporting documents filed in Georgia, Florida, Tennessee, and North Carolina.
B. Buyer Certification
Fairwater Real Estate Investment Trust, a Maryland real estate investment trust, acting by and through Marcus Devereaux, Executive Vice President, Acquisitions, hereby certifies that all buyer information provided by Buyer in connection with each transfer tax filing prepared and filed in connection with the Transaction is true, correct, and complete in all material respects. This certification extends to, without limitation, the legal name, employer identification number, address, and organizational status of Buyer, and all other factual representations regarding Buyer made in the transfer tax returns, declarations, affidavits, and supporting documents filed in Georgia, Florida, Tennessee, and North Carolina.
C. Preparer Certification
Calderwood & Harkness LLP, acting by and through Sylvia Hartwell, Partner (Tax), and Rafael Dominguez, Associate (Real Estate), hereby certifies that all transfer tax returns, declarations, affidavits, and supporting documents compiled in this document and filed in connection with the Transaction were prepared based on (i) the Purchase and Sale Agreement dated February 28, 2024 (as amended), (ii) PSA Exhibit K (Purchase Price Allocation Schedule), (iii) applicable state statutes and regulations in Georgia, Florida, Tennessee, and North Carolina, and (iv) the advice and guidance of local counsel in each jurisdiction. Calderwood & Harkness LLP has coordinated with local counsel in each jurisdiction to ensure the accuracy and completeness of all filings and has relied upon the factual representations of Buyer and Seller in preparing the transfer tax returns and declarations.
Calderwood & Harkness LLP makes no representation or warranty regarding the accuracy or completeness of the factual information provided by Buyer, Seller, or their respective agents, and has relied upon such information without independent verification except as specifically noted in this compilation or in the underlying filings.
IX. EXHIBIT INDEX
The following exhibits are attached to and form a part of this compilation:
A. Georgia Exhibits
Exhibit GA-1: Transfer Tax Declaration — GMP Fairfield I LLC (Fairfield Logistics Center I, 4200 Fairfield Industrial Boulevard, Fairburn, GA 30213 — Fulton County)
Exhibit GA-2: Transfer Tax Declaration — GMP Fairfield II LLC (Fairfield Logistics Center II, 4300 Fairfield Industrial Boulevard, Fairburn, GA 30213 — Fulton County)
Exhibit GA-3: Transfer Tax Declaration — GMP Buckhead LLC (Buckhead Place Office Tower, 3380 Peachtree Road NE, Atlanta, GA 30326 — Fulton County)
Exhibit GA-4: Transfer Tax Declaration — GMP Peachtree LLC (Peachtree Corners Logistics Center, 5900 Peachtree Industrial Boulevard, Peachtree Corners, GA 30071 — Gwinnett County)
B. Florida Exhibits
Exhibit FL-1: Documentary Stamp Tax Return (Form DR-219) — GMP Lakeland LLC (Lakeland Crossings Industrial, 7100 Drane Field Road, Lakeland, FL 33811 — Polk County)
Exhibit FL-2: Documentary Stamp Tax Return (Form DR-219) — GMP Southport LLC (Southport Logistics Park, 3200 Southport Connector Road, Jacksonville, FL 32218 — Duval County)
Exhibit FL-3: Documentary Stamp Tax Return (Form DR-219) and Miami-Dade County Surtax Declaration — GMP Brickell LLC (Brickell Bay Office Building, 1450 Brickell Avenue, Miami, FL 33131 — Miami-Dade County)
C. Tennessee Exhibits
Exhibit TN-1: Transfer Tax Declaration — GMP Murfreesboro LLC (Murfreesboro Distribution Center, 1600 Joe B. Jackson Parkway, Murfreesboro, TN 37127 — Rutherford County)
Exhibit TN-2: Transfer Tax Declaration — GMP Cool Springs LLC (Cool Springs Office Park, 5000 Virginia Way, Brentwood, TN 37027 — Williamson County)
Exhibit TN-3: Transfer Tax Declaration — GMP Mount Juliet LLC (Mount Juliet Commerce Park, 400 South Mount Juliet Road, Mount Juliet, TN 37122 — Wilson County)
D. North Carolina Exhibits
Exhibit NC-1: Controlling-Interest Transfer Tax Return — GMP SouthPark LLC (SouthPark Corporate Center, 6200 Fairview Road, Charlotte, NC 28210 — Mecklenburg County)
E. Texas Exhibits
Exhibit TX-1: Breckenridge Osgood LLP Confirmation Letter — No Transfer Tax Due (Applicable to GMP Westlake LLC, GMP Katy LLC, and GMP Alliance LLC — Harris County and Tarrant County, Texas)
F. Supporting Documentation
Exhibit S-1: PSA Exhibit K — Purchase Price Allocation Schedule (cross-reference copy)
Exhibit S-2: Wire Transfer Confirmations for Transfer Tax Payments ($3,850,000 aggregate, disbursed to applicable state and county filing authorities on June 6, 2024)
Exhibit S-3: Copies of Local Counsel Transmittal Letters to Applicable State and County Filing Authorities (Talmadge Beaumont LLP — Georgia; Palmetto Strauss PA — Florida; Ellsworth Ridley LLP — Tennessee; Haversham Cole PLLC — North Carolina)
[Remainder of Page Intentionally Left Blank — Exhibits Follow]
CERTIFICATION PAGE
The undersigned certify that this compilation of Transfer Tax Returns and Declarations — All Jurisdictions, prepared in connection with Matter Number 1036-00004, is true, correct, and complete in all material respects as of the date set forth below.
CALDERWOOD & HARKNESS LLP
By: ________
Name: Sylvia Hartwell
Title: Partner (Tax)
Date: June 6, 2024
By: ________
Name: Rafael Dominguez
Title: Associate (Real Estate)
Date: June 6, 2024
ACKNOWLEDGED AND CONFIRMED:
FAIRWATER REAL ESTATE INVESTMENT TRUST
By: ________
Name: Marcus Devereaux
Title: Executive Vice President, Acquisitions
Date: ________
GREYSTONE MERIDIAN PARTNERS FUND III, L.P.
By: Greystone Meridian Capital LLC, its General Partner
By: ________
Name: Victor Lansdell
Title: Co-Founder & Managing Partner
Date: ________
By: ________
Name: Elise Rathborne
Title: Co-Founder & Managing Partner
Date: ________
Jurisdiction | Properties | Target Entities | Allocated Consideration | Tax Rate | Tax Amount | Filing Authority | Filing Date | Local Counsel
Georgia | 4 (Fairfield I, Fairfield II, Buckhead, Peachtree Corners) | GMP Fairfield I LLC, GMP Fairfield II LLC, GMP Buckhead LLC, GMP Peachtree LLC | Per PSA Exhibit K | $1.00 / $1,000 (state) + county intangible recording tax | ~$1,250,000 | Georgia Department of Revenue / County Clerks of Superior Court | June 6, 2024 | Talmadge Beaumont LLP
Florida | 3 (Lakeland, Southport, Brickell) | GMP Lakeland LLC, GMP Southport LLC, GMP Brickell LLC | Per PSA Exhibit K | $0.70 / $100 + Miami-Dade surtax | ~$1,680,000 | Florida Department of Revenue / County Clerks | June 6, 2024 | Palmetto Strauss PA
Tennessee | 3 (Murfreesboro, Cool Springs, Mount Juliet) | GMP Murfreesboro LLC, GMP Cool Springs LLC, GMP Mount Juliet LLC | Per PSA Exhibit K | $0.37 / $100 | ~$740,000 | Tennessee Department of Revenue / County Registers of Deeds | June 6, 2024 | Ellsworth Ridley LLP
North Carolina | 1 (SouthPark) | GMP SouthPark LLC | Per PSA Exhibit K | $1.00 / $500 ($2.00 / $1,000) | ~$180,000 | North Carolina Department of Revenue / Mecklenburg County Register of Deeds | June 6, 2024 | Haversham Cole PLLC
Texas | 3 (Westlake, Katy, Alliance) | GMP Westlake LLC, GMP Katy LLC, GMP Alliance LLC | Per PSA Exhibit K | N/A | $0 | N/A | N/A | Breckenridge Osgood LLP (confirmation only)
TOTAL | 14 | 14 Target Entities | $1,100,000,000 | — | $3,850,000 | — | — | —
Property | Target Entity | Allocated Consideration | Tax Rate | Computed Transfer Tax | County
Fairfield Logistics Center I | GMP Fairfield I LLC | $98,500,000 | $1.00 / $1,000 | $98,500 | Fulton
Fairfield Logistics Center II | GMP Fairfield II LLC | $92,200,000 | $1.00 / $1,000 | $92,200 | Fulton
Buckhead Place Office Tower | GMP Buckhead LLC | $147,000,000 | $1.00 / $1,000 | $147,000 | Fulton
Peachtree Corners Logistics Center | GMP Peachtree LLC | $82,300,000 | $1.00 / $1,000 | $82,300 | Gwinnett
Georgia Subtotal (State Transfer Tax) | — | $420,000,000 | — | $420,000 | —
Property | Target Entity | Allocated Consideration | Base Doc Stamp ($0.70/$100) | Miami-Dade Surtax ($0.45/$100) | Total Tax | County
Lakeland Crossings Industrial | GMP Lakeland LLC | $78,500,000 | $549,500 | — | $549,500 | Polk
Southport Logistics Park | GMP Southport LLC | $89,400,000 | $625,800 | — | $625,800 | Duval
Brickell Bay Office Building | GMP Brickell LLC | $72,000,000 | $504,000 | — | $504,000 | Miami-Dade
Florida Subtotal | — | $239,900,000 | $1,679,300 | See note below | ~$1,680,000 | —
Property | Target Entity | Allocated Consideration | Tax Rate | Computed Transfer Tax | County
Murfreesboro Distribution Center | GMP Murfreesboro LLC | $105,000,000 | $0.37 / $100 | $388,500 | Rutherford
Cool Springs Office Park | GMP Cool Springs LLC | $52,500,000 | $0.37 / $100 | $194,250 | Williamson
Mount Juliet Commerce Park | GMP Mount Juliet LLC | $42,600,000 | $0.37 / $100 | $157,620 | Wilson
Tennessee Subtotal | — | $200,100,000 | — | ~$740,000 | —
Property | Target Entity | Allocated Consideration | Tax Rate | Computed Excise Tax | County
SouthPark Corporate Center | GMP SouthPark LLC | $90,000,000 | $1.00 / $500 ($2.00 / $1,000) | $180,000 | Mecklenburg
Jurisdiction | Number of Properties | Aggregate Allocated Consideration | Transfer Tax Amount | Buyer's Share (50%) | Seller's Share (50%)
Georgia | 4 | $420,000,000 | ~$1,250,000 | ~$625,000 | ~$625,000
Florida | 3 | $239,900,000 | ~$1,680,000 | ~$840,000 | ~$840,000
Tennessee | 3 | $200,100,000 | ~$740,000 | ~$370,000 | ~$370,000
North Carolina | 1 | $90,000,000 | ~$180,000 | ~$90,000 | ~$90,000
Texas | 3 | $150,000,000 | $0 | $0 | $0
TOTAL | 14 | $1,100,000,000 | $3,850,000 | $1,925,000 | $1,925,000