Preview
FILED: NEW YORK COUNTY CLERK 01/21/2021 11:26 PM INDEX NO. 657193/2020
NYSCEF DOC. NO. 62 RECEIVED NYSCEF: 01/21/2021
Exhibit 21
FILED: NEW YORK COUNTY CLERK 01/21/2021 11:26 PM INDEX NO. 657193/2020
NYSCEF DOC. NO. 62 RECEIVED NYSCEF: 01/21/2021
August 28, 2020
BY EMAIL
Mr. John J. Stewart
Mr. Nicholas Biedron
Marcus & Millichap
260 Madison Avenue, 6th Floor
New York, New York 10016
Re: Carnegie Hill – Yorkville Portfolio
New York, New York
REVISED OFFER #3
Dear John and Nicholas,
I am pleased to forward our REVISED offer for the purchase of the above-named property.
Property: Carnegie Hill – Yorkville Portfolio, New York, New York.
Purchaser: A newly formed entity to be sponsored by Shore Assets, Inc. and it’s principals Marc
Shore and William Shore
Building Price: See Chart attached with references below:
A. All four properties of the portfolio will be purchased together.
B. All four properties of the portfolio will be purchased together, yet on an
accelerated timetable.
Deposit: 5% of the agreed upon amount on contract signing.
Terms: No contingency.
Property Condition: As is, where is subject to conditions set forth below.
Closing date: 1. 120 days from the signing of the contract, under options A.
2. 60 days from signing of the contract, under option B.
Contract of Sale: Purchaser’s offer and obligation to close the transaction contemplated hereby will
be subject to the execution of a contract of sale (the “Contract”) in a form
satisfactory to Purchaser and Purchaser’s counsel and the fulfillment of closing
conditions outlined therein. The Contract shall contain appropriate representations
8/28/2020 Carnegie Hill Yorkville Portfolio Offer v3 Page 1 of 3
FILED: NEW YORK COUNTY CLERK 01/21/2021 11:26 PM INDEX NO. 657193/2020
NYSCEF DOC. NO. 62 RECEIVED NYSCEF: 01/21/2021
and warranties with respect to the Property. Purchaser is in possession of the
updated Contract Comments and will need to review and discuss with mutual
counsel assuming that we are proceeding.
Inspection Period: The Inspection Period shall begin upon Seller’s acceptance of this Purchase Offer
and shall conclude upon Contract execution and delivery.
• During the Inspection Period, Purchaser shall have access to the Property and all
spaces therein, its books and records, its governmental filings, copies of all plans
and all other due diligence items as Purchaser may reasonably determine.
Seller shall use all commercially reasonable efforts to cooperate and assist
Purchaser with its Inspection.
• Purchaser has reviewed the Tenancy Payment and Lease records and accepts
them as is.
Terms and Conditions:
• Purchaser has sufficiently reviewed the Tenant Payment and Lease conditions and accepts the
conditions as is.
• Purchaser and Seller will need to determine how to address the Arrears Situation across the portfolio in
a manner that is suitable for both parties yet forward looking at the same time.
• Seller will provide additional requested information to support prior claimed IAI as available.
• Purchaser will accept the property on an “As Is” basis once the inspection period is complete.
• Purchaser will arrange for any 3rd party inspections (i.e. environmental, engineering, etc.). These will be
arranged for once the contract is signed. Any issues found will be dealt with as part of the contract
negotiation. Seller will agree to a post contract due diligence period for third party inspections and
reports.
• Seller will disclose if any apartments are occupied by family members, friends, employees, associates,
etc. These apartments will need to be vacated post-closing, upon a reasonable time frame, and/or the
occupant will need to pay market rent as determined mutually by the Seller and Purchaser and for what
term, along with adequate provisions for ultimate vacatur.
• Purchaser and Seller will discuss the occupancy of the current office space on Floor 4 of 220 E 86,
depending upon timing of Seller’s need to remain in possession for a period of time.
• Seller shall insure that the Purchaser shall have the option to either retain the building superintendent
and staff, or deliver the property free of all staff and any ongoing obligations to the staff.
• Seller will facilitate the assignment of any/all Mortgages that are now in place at closing, for purpose of
reducing any mortgage recording taxes.
• Seller agrees to turn over and assign computer records for all properties under the ‘RAISH PROPERTY
MANANGEMENT SYSTEM” so that Purchaser can have a smooth transition, as Purchaser uses the same
system.
• Seller will deliver the properties “free and clear” of all liens, fines and penalties.
• Seller will cure and have removed the current “Stop Work Orders”.
• Purchaser will accept the presence of other violations; however, all fines and penalties will need to be
paid.
• From the date hereof, through the Closing, Seller will not enter into any leases, licenses, agreements or
contracts at the Property that would be binding on Purchaser without Purchaser’s prior approval.
Purchasers Attorney: Mr. Matthew E. Kasindorf, Esq.
Meister Seelig & Fein LLP
8/28/2020 Carnegie Hill Yorkville Portfolio Offer v3 Page 2 of 3
FILED: NEW YORK COUNTY CLERK 01/21/2021 11:26 PM INDEX NO. 657193/2020
NYSCEF DOC. NO. 62 RECEIVED NYSCEF: 01/21/2021
125 Park Avenue, 7th Floor
New York, New York 10017
212.655.3558
It is understood that this letter shall not constitute an obligation on either party other than (iii)in the
following paragraph and otherwise is not a binding contract between Purchaser and Seller with respect to
the acquisition of the Property. Neither party shall be legally bound until such time as a written contract of
sale shall have been unconditionally executed and delivered by the parties hereto.
Seller’s acceptance of this letter shall confirm Seller’s and Purchaser’s understanding that (i) upon request
by Purchaser, Seller will furnish Purchaser with information Purchaser needs to begin its investigations and
examinations referred hereinabove; (ii) Purchaser and its representatives will have access to the Property
for the purpose of conducting its due diligence associated with the Inspection Period and (iii) during the
period prior to Contract execution, Seller will not offer the Property for sale to any other person and, as a
part thereof, will not advertise the Property for sale, employ a broker for the sale of the Property or
entertain or negotiate an offer from another person for Purchase of the Property
Please feel free to contact us with any questions or clarifications which you may need concerning the above
offer and we look forward to your favorable response.
[Signature Page Follows]
Sincerely yours,
Shore Assets, Inc.
Marc S. Shore
President
Cc: William Shore Shore Assets, Inc.
Matthew Kasindorf, Esq. Meister Seelig & Fein
Accepted and agreed to on this ___ day of _________, 2019:
By:
Name:
Company:
Title:
8/28/2020 Carnegie Hill Yorkville Portfolio Offer v3 Page 3 of 3
FILED: NEW YORK COUNTY CLERK 01/21/2021 11:26 PM INDEX NO. 657193/2020
NYSCEF DOC. NO. 62 RECEIVED NYSCEF: 01/21/2021
Page 1 of 1 Shore Assets,Inc. 8/28/20204:06 PM
Carnegie Hill - Yorkville
Portfolio
1372-1378 300-304 E 200 East 86 1653-1659
ITEM & DESCRIPTION Lex Ave 86th Street 217-219 E 85 FirstAve PortfolioTotal
Purchase OfferChart
A. Package Purchase price $ 10,350,000 $ 8,100,000 $ 11,250,000 $ 31,500,000 $ 61,200,000
B. Package Purchase price with
Expediancy discount $ 9,840,000 $ 7,700,000 $ 10,700,000 $ 29,960,000 $ 58,200,000
Yorkville
Portfolio
PricingOffer
v3.xisx SA Purchase Matrix
Preview
FILED: NEW YORK COUNTY CLERK 01/21/2021 11:26 PM INDEX NO. 657193/2020 NYSCEF DOC. NO. 62 RECEIVED NYSCEF: 01/21/2021 Exhibit 21 FILED: NEW YORK COUNTY CLERK 01/21/2021 11:26 PM INDEX NO. 657193/2020 NYSCEF DOC. NO. 62 RECEIVED NYSCEF: 01/21/2021 August 28, 2020 BY EMAIL Mr. John J. Stewart Mr. Nicholas Biedron Marcus & Millichap 260 Madison Avenue, 6th Floor New York, New York 10016 Re: Carnegie Hill – Yorkville Portfolio New York, New York REVISED OFFER #3 Dear John and Nicholas, I am pleased to forward our REVISED offer for the purchase of the above-named property. Property: Carnegie Hill – Yorkville Portfolio, New York, New York. Purchaser: A newly formed entity to be sponsored by Shore Assets, Inc. and it’s principals Marc Shore and William Shore Building Price: See Chart attached with references below: A. All four properties of the portfolio will be purchased together. B. All four properties of the portfolio will be purchased together, yet on an accelerated timetable. Deposit: 5% of the agreed upon amount on contract signing. Terms: No contingency. Property Condition: As is, where is subject to conditions set forth below. Closing date: 1. 120 days from the signing of the contract, under options A. 2. 60 days from signing of the contract, under option B. Contract of Sale: Purchaser’s offer and obligation to close the transaction contemplated hereby will be subject to the execution of a contract of sale (the “Contract”) in a form satisfactory to Purchaser and Purchaser’s counsel and the fulfillment of closing conditions outlined therein. The Contract shall contain appropriate representations 8/28/2020 Carnegie Hill Yorkville Portfolio Offer v3 Page 1 of 3 FILED: NEW YORK COUNTY CLERK 01/21/2021 11:26 PM INDEX NO. 657193/2020 NYSCEF DOC. NO. 62 RECEIVED NYSCEF: 01/21/2021 and warranties with respect to the Property. Purchaser is in possession of the updated Contract Comments and will need to review and discuss with mutual counsel assuming that we are proceeding. Inspection Period: The Inspection Period shall begin upon Seller’s acceptance of this Purchase Offer and shall conclude upon Contract execution and delivery. • During the Inspection Period, Purchaser shall have access to the Property and all spaces therein, its books and records, its governmental filings, copies of all plans and all other due diligence items as Purchaser may reasonably determine. Seller shall use all commercially reasonable efforts to cooperate and assist Purchaser with its Inspection. • Purchaser has reviewed the Tenancy Payment and Lease records and accepts them as is. Terms and Conditions: • Purchaser has sufficiently reviewed the Tenant Payment and Lease conditions and accepts the conditions as is. • Purchaser and Seller will need to determine how to address the Arrears Situation across the portfolio in a manner that is suitable for both parties yet forward looking at the same time. • Seller will provide additional requested information to support prior claimed IAI as available. • Purchaser will accept the property on an “As Is” basis once the inspection period is complete. • Purchaser will arrange for any 3rd party inspections (i.e. environmental, engineering, etc.). These will be arranged for once the contract is signed. Any issues found will be dealt with as part of the contract negotiation. Seller will agree to a post contract due diligence period for third party inspections and reports. • Seller will disclose if any apartments are occupied by family members, friends, employees, associates, etc. These apartments will need to be vacated post-closing, upon a reasonable time frame, and/or the occupant will need to pay market rent as determined mutually by the Seller and Purchaser and for what term, along with adequate provisions for ultimate vacatur. • Purchaser and Seller will discuss the occupancy of the current office space on Floor 4 of 220 E 86, depending upon timing of Seller’s need to remain in possession for a period of time. • Seller shall insure that the Purchaser shall have the option to either retain the building superintendent and staff, or deliver the property free of all staff and any ongoing obligations to the staff. • Seller will facilitate the assignment of any/all Mortgages that are now in place at closing, for purpose of reducing any mortgage recording taxes. • Seller agrees to turn over and assign computer records for all properties under the ‘RAISH PROPERTY MANANGEMENT SYSTEM” so that Purchaser can have a smooth transition, as Purchaser uses the same system. • Seller will deliver the properties “free and clear” of all liens, fines and penalties. • Seller will cure and have removed the current “Stop Work Orders”. • Purchaser will accept the presence of other violations; however, all fines and penalties will need to be paid. • From the date hereof, through the Closing, Seller will not enter into any leases, licenses, agreements or contracts at the Property that would be binding on Purchaser without Purchaser’s prior approval. Purchasers Attorney: Mr. Matthew E. Kasindorf, Esq. Meister Seelig & Fein LLP 8/28/2020 Carnegie Hill Yorkville Portfolio Offer v3 Page 2 of 3 FILED: NEW YORK COUNTY CLERK 01/21/2021 11:26 PM INDEX NO. 657193/2020 NYSCEF DOC. NO. 62 RECEIVED NYSCEF: 01/21/2021 125 Park Avenue, 7th Floor New York, New York 10017 212.655.3558 It is understood that this letter shall not constitute an obligation on either party other than (iii)in the following paragraph and otherwise is not a binding contract between Purchaser and Seller with respect to the acquisition of the Property. Neither party shall be legally bound until such time as a written contract of sale shall have been unconditionally executed and delivered by the parties hereto. Seller’s acceptance of this letter shall confirm Seller’s and Purchaser’s understanding that (i) upon request by Purchaser, Seller will furnish Purchaser with information Purchaser needs to begin its investigations and examinations referred hereinabove; (ii) Purchaser and its representatives will have access to the Property for the purpose of conducting its due diligence associated with the Inspection Period and (iii) during the period prior to Contract execution, Seller will not offer the Property for sale to any other person and, as a part thereof, will not advertise the Property for sale, employ a broker for the sale of the Property or entertain or negotiate an offer from another person for Purchase of the Property Please feel free to contact us with any questions or clarifications which you may need concerning the above offer and we look forward to your favorable response. [Signature Page Follows] Sincerely yours, Shore Assets, Inc. Marc S. Shore President Cc: William Shore Shore Assets, Inc. Matthew Kasindorf, Esq. Meister Seelig & Fein Accepted and agreed to on this ___ day of _________, 2019: By: Name: Company: Title: 8/28/2020 Carnegie Hill Yorkville Portfolio Offer v3 Page 3 of 3 FILED: NEW YORK COUNTY CLERK 01/21/2021 11:26 PM INDEX NO. 657193/2020 NYSCEF DOC. NO. 62 RECEIVED NYSCEF: 01/21/2021 Page 1 of 1 Shore Assets,Inc. 8/28/20204:06 PM Carnegie Hill - Yorkville Portfolio 1372-1378 300-304 E 200 East 86 1653-1659 ITEM & DESCRIPTION Lex Ave 86th Street 217-219 E 85 FirstAve PortfolioTotal Purchase OfferChart A. Package Purchase price $ 10,350,000 $ 8,100,000 $ 11,250,000 $ 31,500,000 $ 61,200,000 B. Package Purchase price with Expediancy discount $ 9,840,000 $ 7,700,000 $ 10,700,000 $ 29,960,000 $ 58,200,000 Yorkville Portfolio PricingOffer v3.xisx SA Purchase Matrix