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Client 1027 Antitrust 12 docs · open →

Document types detected

Contract / agreement7

Analysis / memo3

Other1

Engagement letter1

Parties across the matter

Azulia Beach Club LLCBetween SACallahan LLPCosta Luma Resort Holdings LLCEMAIL Pellegrino Capital Group LLCFlorida THE SAHARKNESS LLPHarkness LLPINTERESTS Meridian Shores Hospitality LLCM. PellegrinoM. Pellegrino AgeMeridian Shores Hospitality LLCNet IncOF MERIDIAN SHORES HOSPITALITY LLC

Chronology

2026-12-15 · closing-checklist.xlsx

2026-12-15 · pledge-and-security-agreement.docx

… Seven Hundred Sixty Thousand Dollars ($1,760,000) each, commencing on December 15, 2026, and continuing on each anniversary thereof, with all outstanding principal and accrued b …

2026-12-15 · secured-promissory-note.docx

… te of this Note (that is, on December 15 of each year), commencing on December 15, 2026, and continuing on each December 15 thereafter through and including the Maturity Date. A …

2026-05-01 · closing-checklist.xlsx

2026-04-15 · closing-checklist.xlsx

… ness LLP (Leonard Cross) | 2026-04-15 | Not Yet Due | Filing deadline April 15, 2026. Sale at discounted FMV is not a gift (arm's-length sale supported by qualified appraisal …

2026-04-15 · letter-to-cornerstone-trustee.docx

… tes Gift (and Generation-Skipping Transfer) Tax Return), which is due April 15, 2026, and which will be prepared by Baxter Whitfield CPA Group, P.A. 3.2 Proposed Sale of Memb …

2026-04-15 · conflict-new-matter-memo.docx

… Gift (and Generation-Skipping Transfer) Tax Return), which is due on April 15, 2026. Baxter Whitfield will also coordinate with Calderwood & Harkness on the income-tax repor …

2026-04-15 · engagement-letter-pcg.docx

… fer Tax Return) for the 2025 tax year, which will be due on or before April 15, 2026 (subject to any extension of the Grantor's individual income tax return filing deadline). …

2026-04-15 · seed-gift-assignment-agreement.docx

… ift (and Generation-Skipping Transfer) Tax Return (IRS Form 709), due April 15, 2026. E. Grantor Trust Status. Although the Trust is irrevocable, the Trust Agreement contains …

2026-04-15 · trust-agreement-2025-idgt.docx

… ift tax return (Form 709) for the calendar year 2025, which is due on April 15, 2026; (b) The Seed Gift will utilize Two Million Dollars ($2,000,000) of the Grantor's remaini …

2026-01-31 · membership-interest-purchase-agreement.docx

… and each individually an "Operating Agreement." "Outside Date" means January 31, 2026. "Party" or "Parties" means the Seller and the Purchaser, individually or collectively, a …

2026-01-15 · closing-checklist.xlsx

2025-12-31 · closing-checklist.xlsx

2025-12-31 · amended-operating-agreement-meridian-shores.docx

… ear under this Agreement shall commence on January 1, 2025 and end on December 31, 2025, and each subsequent Fiscal Year shall be the twelve-month period commencing January 1 an …

2025-12-15 · assignment-of-membership-interests.docx

… Hospitality LLC Costa Luma Resort Holdings LLC Azulia Beach Club LLC December 15, 2025 Delivered Pursuant to the Membership Interest Purchase Agreement Dated December 15, 2025 …

2025-12-15 · closing-checklist.xlsx

… | Funds Flow Memorandum — Closing: Summary of closing funds flow for December 15, 2025 (no cash changes hands at closing; sale is via promissory note; entity distributions to f …

2025-12-15 · letter-to-cornerstone-trustee.docx

… nning practitioners. The targeted closing date for the transaction is December 15, 2025. 3.3 Grantor Trust Status — IRC § 675(4)(C) As noted above, the Trust is intentionally de …

2025-12-15 · engagement-letter-pcg.docx

… alize the Trust. The parties have identified a target closing date of December 15, 2025, to allow sufficient time for the completion of the qualified appraisal, the negotiation …

2025-12-15 · tax-planning-memorandum.docx

… of the federal estate tax over the term of the note. Target Closing. December 15, 2025. Disclaimer. This memorandum constitutes legal advice protected by the attorney-client pr …

2025-12-15 · amended-operating-agreement-meridian-shores.docx

… C A Florida Limited Liability Company EIN: 59-4021867 Effective Date: December 15, 2025 This Agreement amends and restates in its entirety the prior Limited Liability Company Op …

2025-12-15 · membership-interest-purchase-agreement.docx

… e Salvatore A. Pellegrino 2025 Family Trust, as Purchaser Dated as of December 15, 2025 Relating to the Sale of Membership Interests in Meridian Shores Hospitality LLC Costa Lum …

2025-12-15 · pledge-and-security-agreement.docx

… PLEDGE AND SECURITY AGREEMENT Dated as of December 15, 2025 THIS PLEDGE AND SECURITY AGREEMENT (this "Agreement") is made and entered into as of Dece …

2025-12-15 · secured-promissory-note.docx

… SECURED PROMISSORY NOTE $40,000,000.00 December 15, 2025 Coral Gables, Florida FOR VALUE RECEIVED, Cornerstone Fiduciary Services, Inc., a Florida …

2025-12-15 · seed-gift-assignment-agreement.docx

… Membership Interest Purchase Agreement to be entered into on or about December 15, 2025 (the "Installment Sale Transaction"). The Seed Gift represents approximately five percent …

2025-12-15 · trust-agreement-2025-idgt.docx

… nt documents, all of which are anticipated to be executed on or about December 15, 2025; WHEREAS, the Grantor has consulted with his legal counsel, Calderwood & Harkness LLP, an …

2025-12-10 · closing-checklist.xlsx

… xecuted | Notices mailed November 10, 2025. Withdrawal period expired December 10, 2025; no withdrawals exercised. II-1 | II. Transaction Documents | Membership Interest Purchas …

2025-12-01 · closing-checklist.xlsx

… raft circulated November 17, 2025. Final trustee-counsel comments due December 1, 2025. II-2 | II. Transaction Documents | Secured Promissory Note ($40,000,000): Issued by Corn …

2025-11-17 · closing-checklist.xlsx

2025-11-17 · letter-to-cornerstone-trustee.docx

… , FL 33131 New York | 1345 Avenue of the Americas, New York, NY 10105 November 17, 2025 Helena R. Matsuda, Senior Trust Officer Cornerstone Fiduciary Services, Inc. 200 West For …

2025-11-10 · assignment-of-membership-interests.docx

… ly as the "Parties." RECITALS. WHEREAS, the Trust was established on November 10, 2025, by Salvatore A. Pellegrino, as Grantor, pursuant to that certain trust agreement of the …

2025-11-10 · closing-checklist.xlsx

… allahan LLP (Patricia N. Callahan) | 2025-11-10 | Executed | Executed November 10, 2025. Cornerstone FL Trust Co. License No. FTC-2014-00287 confirmed. I-2 | I. Trust Formation …

2025-11-10 · letter-to-cornerstone-trustee.docx

… in this capacity. By way of background, the Trust was established on November 10, 2025, under the laws of the State of Florida, as an irrevocable trust designed to be treated a …

2025-11-10 · tax-planning-memorandum.docx

… ate of Florida. The target execution date for the trust instrument is November 10, 2025. Calderwood & Harkness will prepare the trust instrument for Salvatore's review and will …

2025-11-10 · amended-operating-agreement-meridian-shores.docx

… the laws of the State of Florida pursuant to a Trust Agreement dated November 10, 2025, with Cornerstone Fiduciary Services, Inc. serving as Independent Trustee. Section 1.2 — …

2025-11-10 · membership-interest-purchase-agreement.docx

… revocable trust established under the laws of the State of Florida on November 10, 2025, with its principal office at 200 West Forsyth Street, Suite 1500, Jacksonville, FL 32202 …

2025-11-10 · pledge-and-security-agreement.docx

… rust") was established pursuant to that certain Trust Agreement dated November 10, 2025 (the "Trust Agreement"), by and between Salvatore A. Pellegrino, as Grantor, and Cornerst …

2025-11-10 · secured-promissory-note.docx

… able trust established pursuant to that certain Trust Agreement dated November 10, 2025 (the "Trust Agreement"), as amended from time to time in accordance with its terms. ARTIC …

2025-11-10 · seed-gift-assignment-agreement.docx

… SEED GIFT ASSIGNMENT AGREEMENT Dated as of November 10, 2025 By and Between SALVATORE A. PELLEGRINO as Grantor and CORNERSTONE FIDUCIARY SERVICES, INC …

2025-11-10 · trust-agreement-2025-idgt.docx

… PELLEGRINO 2025 FAMILY TRUST IRREVOCABLE TRUST AGREEMENT Dated as of November 10, 2025 By and Between SALVATORE A. PELLEGRINO as Grantor and CORNERSTONE FIDUCIARY SERVICES, INC …

2025-11-03 · assignment-of-membership-interests.docx

… ualified appraisal report prepared by Hargrove & Lindquist LLP, dated November 3, 2025, authored by Dennis W. Hargrove, ASA, CFA, Managing Director (the "Appraisal"), which app …