HomeMy WebLinkAboutSubmittal-Commissioner Carollo-Email Bayside TransferSt. VH, Mark
From: Salmeron Ma kelin Submitted into the uTE,
Sent: Monday, April 24, 2017 10:01 AM record f ite (s P 6
To: St. Vil, Mark on �% City Clerk
Subject: FW: Bayside Transfer (Matter 16-3289L)
Attachments: Bayside Marketplace Closing Statement 4.19.17.pdf; Bayside Memo 4-19-17.pdf
From: Carollo, Frank (Commissioner -Office)
Sent: Friday, April 21, 2017 3:40 PM
To: Salmeron, Maykelin <MSalmeron@miamigov.com>
Subject: FW: Bayside Transfer (Matter 16-3289L)
From: Guba, Theodore
Sent: Friday, April 21, 2017 3:39 PM
To: Carollo, Frank (Commissioner -Office) <FCarolloOffice@miamieov.com>
Cc: Gibbs, Domini J. <DJGibbs@miamieov.com>
Subject: FW: Bayside Transfer (Matter 16-3289L)
Dear Commissioner Carollo,
I have reviewed the documents, including the lease and other agreements, leading to the transfer of controlling interest
of Bayside Marketplace to Bayside Equities, and verified documentation supporting the calculation of the $1.8 million
transfer fee. In addition, I requested that the City Attorney's Office review the transfer and related documents, and they
have opined below supporting the transfer fee. Please let me know if you have questions. Thank you
Sincerely,
Theodore Guba, Auditor General
Office of the Independent Auditor General
444 SW 2^d Ave. 171h Floor I Miami, FL 33130
305.416.20441 F 305.416.2046
tguba@miamigov.com
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From: Velez, Pablo
Sent: Thursday, April 20, 2017 8:02 PM
To: Rotenberg, Daniel <DRotenbere@miamigov.com>; Guba, Theodore <teuba@miamieov.com>
Cc: Mendez, Victoria <VMendez@miamieov.com>; Min, Barnaby <bmin@miamisov.com>; Gomez, Marta
<martagomez@miamieov.com>; Suarez -Rivas, Rafael <RSuareez-Rivas@miamigov.com>; Diaz, Daylet
\,pv�vn�SSioAtr U1.�o110 — CvkO.i, �UyS� c!f 7rAA5111(
<DDiaz@miamigov.com>
Subject: FW: Bayside Transfer (Matter 16-3289L)
Dan and Ted,
Good evening.
Submitted into the publNE,
b�record f r ite s
on M . City Clerk
Per Ted's inquiry at our meeting this afternoon in Dan's office and as a follow up to the conversation the three of us had
and the email below with its attached documents, what constitutes a "Transfer" per the Lease, as amended, is "any
transfer of membership interests in Developer [Bayside Marketplace, LLC] resulting in the direct or indirect beneficial
ownership of General Growth Properties, Inc. [GGP] being less than fifty percent (50%) of Developer [Bayside
Marketplace, LLC] (a "Change of Control')". As part of the evolution to this transaction, GGP Nimbus, LP and GGP
Limited Partnership (collectively, "GGP") currently hold fifty-one percent (51%) of the membership interests of Bayside
Marketplace, LLC, and Bayside Equities, LLC (an Ashkenazy subsidiary) currently holds the remaining forty-nine percent
(49%) of the membership interests of the same.
Per the above and the Lease, as amended, when GGP sells all its membership interests to Bayside Equities, LLC it will
constitute a `Transfer' and will thereby trigger need for payment of a "Transfer Fee" at the closing of this "Transfer Fee
Transaction". At which time, Bayside Marketplace, LLC shall pay said "Transfer Fee" to the City upon closing of the
"Transfer Fee Transaction" and the Bayside Marketplace, LLC receipt of the "Gross Sale Amount". Per the Lease, as
amended, this referenced "Gross Sale Amount" shall mean "the gross sale proceeds actually received by Developer
[Bayside Marketplace, LLC] upon the consummation of any Transaction Fee Transaction."
Should you have any questions, please let me know. Thank you.
Pablo R. Velez
Assistant City Attorney
City of Miami Office of the City
Attorney
Telephone: 305-416-1882
Facsimile: 305-416-1801
pvelez@miamigov.com
Legal Assistant: Daylet Diaz, (305) 416-1842
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From: Rotenberg, Daniel
Sent: Thursday, April 20, 2017 4:08 PM
To: Velez, Pablo <pvelez@miamieov.com>
Cc: Guba, Theodore <teuba@miamigov.com>
Subject: FW: Bayside
Pablo,
Submitted into i) pub i ` ,
record fpr ite 1
on 4 10 MCity Clerk
Please see attached from GGP and Ashkenazy Acquisitions. From DREAM's review and due diligence, there is no reason
to withhold the Commission's approval of the transaction. After reading through all the agreements, and reviewing the
financial capability of Ashkenazy Acquisitions, all the requirements for the transfer are being met. Further, the actual
transaction, structured as a tax exchange in GGP's favor, is a defined "Transfer" whereby the City is entitled to 2.00% of
the gross equity proceeds, and requires a transfer fee upon the passing of control in excess of 51%.
Daniel Rotenberg
Director, Real Estate & Asset Management
CITY OF MIAMI
Phone: 305.416.1458
From: Harold Lewis [mailto:hlewis@pathmanlewis.com]
Sent: Wednesday, April 19, 2017 4:30 PM
To: Rotenberg, Daniel <DRotenberg@miamigov.com>
Cc: Wayne Pathman <wpathman@path manlewis.com>
Subject: Bayside
Daniel — attached are the following regarding Bayside:
Memorandum from GGP dated April 19, 2017.
Closing Statement.
Please feel free to reach out to us with any questions.
PATHMAN LEWIS, LLP
ATTORNEYS AT UW
Harold Lewis, Esquire
Partner
Pathman Lewis, LLP
One Biscayne Tower, Suite 2400
2 South Biscayne Boulevard
Miami, FL 33131
Tel: 305-379-2425 x117
Fax: 305-379-2420
Email: hlewis(cDpathmanlewis.com
Firm Website: www.pathmaniewis.com
Submitted into thep u tc
record f r ite (s)
on Z City Clerk
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