Preview
FILED: NEW YORK COUNTY CLERK 01/21/2021 11:26 PM INDEX NO. 657193/2020
NYSCEF DOC. NO. 66 RECEIVED NYSCEF: 01/21/2021
Exhibit 25
FILED: NEW YORK COUNTY CLERK 01/21/2021 11:26 PM INDEX NO. 657193/2020
NYSCEF DOC. NO. 66 RECEIVED NYSCEF: 01/21/2021
December 22, 2020
Lawrence T. Shepps
Belkin Burden Goldman, LLP
270 Madison Avenue
New York, NY 10016
Re: Exchange No.: 559806-X-NY-QI-LGL
Exchanger: Bremen House, Inc.
Relinquished Property: 1372-1378 Lexington Avenue, 1653-1659 1st Avenue, 220 East 86th
Street, and 217 & 219 East 85th Street, New York, NY
Dear Mr. Shepps:
This letter will confirm receipt of the Closing Information Notice which advised us that the sale of
the above referenced relinquished property closed on December 21st, 2020. Accordingly, exchanger
must identify replacement property or properties by February 4th, 2021, and must complete the
purchase of replacement property or properties by June 19th, 2021. Please consult with your tax
advisor to address any tax filing requirements which could potentially reduce your 180-day period.
If your date falls on a weekend or holiday it does not roll over to the next business day.
Please note that these dates are calculated from the date that you have provided in the Closing
Information Notice. In addition, you are advised that it is your responsibility to verify the above
referenced 45 and 180-day dates for accuracy as Legal 1031 Exchange Services, LLC is providing
them for informational purposes only.
Lastly, this letter will confirm that we received exchange proceeds in the amount of $20,211,739.76.
The exchange proceeds, net of any fees, will be deposited in a segregated qualified exchange escrow
account under the account name Legal 1031 Exchange Services, LLC f/b/o Bremen House, Inc..
Thank you again for choosing Legal 1031 Exchange Services, LLC as your qualified intermediary.
If you should have any questions, please do not hesitate to contact us.
Best regards,
Matthew K. Scheriff, CPA, CES
Executive Vice President
445 Broad Hollow Road, Suite 25, Melville, NY 11747 • 877/701-1031 tel. • 877/703-1031 fax • www.legal1031.com
FILED: NEW YORK COUNTY CLERK 01/21/2021 11:26 PM INDEX NO. 657193/2020
NYSCEF DOC. NO. 66 RECEIVED NYSCEF: 01/21/2021
This form does not have to be returned with the closing documents. It must be properly completed
and executed within 45 days of the date of the sale of the first relinquished property.
IDENTIFICATION OF REPLACEMENT PROPERTY
December 22, 2020
Exchange No: 559806-X-NY-QI-LGL
Exchanger: Bremen House, Inc.
PLEASE NOTE: WE STRONGLY RECOMMEND THAT YOU READ THIS ENTIRE DOCUMENT
TO MAKE SURE YOU PROPERLY IDENTIFY YOUR REPLACEMENT PROPERTY OR
PROPERTIES. WE ALSO STRONGLY RECOMMEND THAT YOU REVIEW THESE CHOICES
WITH YOUR TAX AND/OR LEGAL ADVISOR.
This document will serve as an addendum to the Exchange Agreement between Bremen House, Inc.
(“Exchanger”) and Legal 1031 Exchange Services, LLC, a Delaware limited liability company,
(“LEGAL1031”), as Qualified Intermediary under Exchange No. 559806-X-NY-QI-LGL, for purposes of
identifying replacement property.
Please indicate which identification rule you are choosing by checking the appropriate box. We
strongly recommend that you review your choice with your tax and/or legal advisor to make sure it is
suitable for your intentions. Please note, you may only choose one rule.:
□
Three Property Rule
□
200% Rule
□
95% Rule
This Identification of Replacement Property (ID Addendum) is intended to comply with all applicable
sections of IRC §1031, as amended, as well as the corresponding Treasury Regulations. This ID Addendum
is also more specifically intended to comply with IRC §1031(a)(3)(A) as a property identification of
Replacement Property or Properties before the expiration of 45 days from the date of the conveyance of the
first Relinquished Property for Exchange No. 559806-X-NY-QI-LGL.
Accordingly, Exchanger is instructed to note the following:
IDENTIFICATION RULES
YOU MAY ONLY CHOOSE ONE RULE.
1. If the Three-Property Rule is chosen Exchanger may only identify up to three properties. It is not
necessary to specify the purchase price using this rule.
445 Broad Hollow Road, Suite 25, Melville, NY 11747 • 877/701-1031 tel. • 877/703-1031 fax • www.legal1031.com
FILED: NEW YORK COUNTY CLERK 01/21/2021 11:26 PM INDEX NO. 657193/2020
NYSCEF DOC. NO. 66 RECEIVED NYSCEF: 01/21/2021
2. If the 200% Rule is chosen Exchanger may identify an unlimited number of properties, however, the total
value of the properties identified may not exceed 200% of the value of the Relinquished Property or
Properties sold for the subject exchange. If the 200% Rule is chosen Exchanger must state the fair market
value of each of the replacement properties identified.
3. If the 95% Rule is chosen Exchanger may identify an unlimited number of properties, regardless of value.
However, Exchanger must acquire 95% of the value of all properties identified. This rule may have the
effect of requiring Exchanger to acquire all properties identified.
ADDITIONAL IDENTIFICATION RULES
1. Exchanger must specifically and unambiguously identify each Replacement Property it wishes to properly
identify. Identification may be made by identifying the property by any way in which the identification is
specific to that parcel wishing to be identified (i.e. street address, legal description, lot on a filed map, or tax
section, block and lot.)
2. If Exchanger intends to acquire less than a 100% interest or an interest other than a fee interest in the
subject property, the Exchanger should specify the percentage interest or the specific amount of exchange
funds they wish to apply to the purchase and/or the specific type of interest they wish to acquire. If the
potential replacement property is other than a fee interest, it should be specifically identified (i.e. an
easement running across the property located at 123 Main Street, Anytown, NY 12348, as more
specifically described in the attached description.) Exchanger must acquire substantially the same
replacement property as was identified.
3. If this ID Addendum is being used to identify improvements to be made to real property the Exchanger is
notified that this transaction must be structured in advance as an improvement exchange. If your Exchange
Agreement does not say “Improvement Exchange” at the top of the document, you must contact
LEGAL1031. If the subject exchange is an improvement exchange the Exchanger must specifically identify
the improvements to be made to the real property as part of the exchange.
PROPERTY LIMITATION SELECTION (OPTIONAL)
If Exchanger wishes to limit the number of properties that it may acquire, then Exchanger may designate
this limitation below by specifically listing a number in the appropriate box in the paragraph titled “Option
to Limit the Number of Replacement Properties.” EXCHANGER IS STRONGLY ADVISED TO
DISCUSS THIS WITH ITS TAX AND/OR LEGAL COUNSEL AS THIS MAY RESULT IN A
TAXABLE CONSEQUENCE TO THE EXCHANGER. Please note that this section is completely
optional and if Exchanger does not specifically list a number there will be no limitation on the number of
properties Exchanger may acquire, except for those limitations required by the three-property rule, 200%
rule or 95% rule.
Exchanger understands and acknowledges that should there be funds remaining in the Exchange Account
after the acquisition of one or more of the Replacement Properties identified in this ID Addendum, and if
there is still at least one or more properties identified that have not been acquired by Exchanger, than any
funds remaining in the Exchange Account may not be released to Exchanger except in accordance with
Treas. Reg. §1.1031(k)-1(g)(6). Exchanger acknowledges that pursuant to the aforementioned regulation,
any funds still on deposit in the Exchange Account may not be returnable to Exchanger prior to the
expiration of the earlier of 180-days or the Exchanger's tax filing due date, including extensions, for the
tax year in which the earliest transfer of property occurred.
445 Broad Hollow Road, Suite 25, Melville, NY 11747 • 877/701-1031 tel. • 877/703-1031 fax • www.legal1031.com
FILED: NEW YORK COUNTY CLERK 01/21/2021 11:26 PM INDEX NO. 657193/2020
NYSCEF DOC. NO. 66 RECEIVED NYSCEF: 01/21/2021
Option to Limit the Number of Replacement Properties: Exchanger wishes to acquire no more than
______ of the properties identified in this ID Addendum. After these properties are acquired, and after the
expiration of the 45th day of the Identification Period, more specifically defined in section 4.1 of the
Exchange Agreement, Qualified Intermediary shall have no further obligation to acquire Replacement
Properties on behalf of Exchanger and the balance of the Exchange Account shall be returned to Exchanger.
Please list the Replacement Property or Properties below (include the percentage to be acquired if less
than 100%) and its fair market value if required:
Property Address % Undivided FMV of
Ownership Replacement
Property
EXCHANGE NO.: 559806-X-NY-QI-LGL
EXCHANGER: Bremen House, Inc.
________________________________________ Dated: __________________
RECEIVED BY LEGAL 1031 EXCHANGE SERVICES, LLC, AS QUALIFIED
INTERMEDIARY:
By:________________________________________ Dated:__________________
445 Broad Hollow Road, Suite 25, Melville, NY 11747 • 877/701-1031 tel. • 877/703-1031 fax • www.legal1031.com
Preview
FILED: NEW YORK COUNTY CLERK 01/21/2021 11:26 PM INDEX NO. 657193/2020 NYSCEF DOC. NO. 66 RECEIVED NYSCEF: 01/21/2021 Exhibit 25 FILED: NEW YORK COUNTY CLERK 01/21/2021 11:26 PM INDEX NO. 657193/2020 NYSCEF DOC. NO. 66 RECEIVED NYSCEF: 01/21/2021 December 22, 2020 Lawrence T. Shepps Belkin Burden Goldman, LLP 270 Madison Avenue New York, NY 10016 Re: Exchange No.: 559806-X-NY-QI-LGL Exchanger: Bremen House, Inc. Relinquished Property: 1372-1378 Lexington Avenue, 1653-1659 1st Avenue, 220 East 86th Street, and 217 & 219 East 85th Street, New York, NY Dear Mr. Shepps: This letter will confirm receipt of the Closing Information Notice which advised us that the sale of the above referenced relinquished property closed on December 21st, 2020. Accordingly, exchanger must identify replacement property or properties by February 4th, 2021, and must complete the purchase of replacement property or properties by June 19th, 2021. Please consult with your tax advisor to address any tax filing requirements which could potentially reduce your 180-day period. If your date falls on a weekend or holiday it does not roll over to the next business day. Please note that these dates are calculated from the date that you have provided in the Closing Information Notice. In addition, you are advised that it is your responsibility to verify the above referenced 45 and 180-day dates for accuracy as Legal 1031 Exchange Services, LLC is providing them for informational purposes only. Lastly, this letter will confirm that we received exchange proceeds in the amount of $20,211,739.76. The exchange proceeds, net of any fees, will be deposited in a segregated qualified exchange escrow account under the account name Legal 1031 Exchange Services, LLC f/b/o Bremen House, Inc.. Thank you again for choosing Legal 1031 Exchange Services, LLC as your qualified intermediary. If you should have any questions, please do not hesitate to contact us. Best regards, Matthew K. Scheriff, CPA, CES Executive Vice President 445 Broad Hollow Road, Suite 25, Melville, NY 11747 • 877/701-1031 tel. • 877/703-1031 fax • www.legal1031.com FILED: NEW YORK COUNTY CLERK 01/21/2021 11:26 PM INDEX NO. 657193/2020 NYSCEF DOC. NO. 66 RECEIVED NYSCEF: 01/21/2021 This form does not have to be returned with the closing documents. It must be properly completed and executed within 45 days of the date of the sale of the first relinquished property. IDENTIFICATION OF REPLACEMENT PROPERTY December 22, 2020 Exchange No: 559806-X-NY-QI-LGL Exchanger: Bremen House, Inc. PLEASE NOTE: WE STRONGLY RECOMMEND THAT YOU READ THIS ENTIRE DOCUMENT TO MAKE SURE YOU PROPERLY IDENTIFY YOUR REPLACEMENT PROPERTY OR PROPERTIES. WE ALSO STRONGLY RECOMMEND THAT YOU REVIEW THESE CHOICES WITH YOUR TAX AND/OR LEGAL ADVISOR. This document will serve as an addendum to the Exchange Agreement between Bremen House, Inc. (“Exchanger”) and Legal 1031 Exchange Services, LLC, a Delaware limited liability company, (“LEGAL1031”), as Qualified Intermediary under Exchange No. 559806-X-NY-QI-LGL, for purposes of identifying replacement property. Please indicate which identification rule you are choosing by checking the appropriate box. We strongly recommend that you review your choice with your tax and/or legal advisor to make sure it is suitable for your intentions. Please note, you may only choose one rule.: □ Three Property Rule □ 200% Rule □ 95% Rule This Identification of Replacement Property (ID Addendum) is intended to comply with all applicable sections of IRC §1031, as amended, as well as the corresponding Treasury Regulations. This ID Addendum is also more specifically intended to comply with IRC §1031(a)(3)(A) as a property identification of Replacement Property or Properties before the expiration of 45 days from the date of the conveyance of the first Relinquished Property for Exchange No. 559806-X-NY-QI-LGL. Accordingly, Exchanger is instructed to note the following: IDENTIFICATION RULES YOU MAY ONLY CHOOSE ONE RULE. 1. If the Three-Property Rule is chosen Exchanger may only identify up to three properties. It is not necessary to specify the purchase price using this rule. 445 Broad Hollow Road, Suite 25, Melville, NY 11747 • 877/701-1031 tel. • 877/703-1031 fax • www.legal1031.com FILED: NEW YORK COUNTY CLERK 01/21/2021 11:26 PM INDEX NO. 657193/2020 NYSCEF DOC. NO. 66 RECEIVED NYSCEF: 01/21/2021 2. If the 200% Rule is chosen Exchanger may identify an unlimited number of properties, however, the total value of the properties identified may not exceed 200% of the value of the Relinquished Property or Properties sold for the subject exchange. If the 200% Rule is chosen Exchanger must state the fair market value of each of the replacement properties identified. 3. If the 95% Rule is chosen Exchanger may identify an unlimited number of properties, regardless of value. However, Exchanger must acquire 95% of the value of all properties identified. This rule may have the effect of requiring Exchanger to acquire all properties identified. ADDITIONAL IDENTIFICATION RULES 1. Exchanger must specifically and unambiguously identify each Replacement Property it wishes to properly identify. Identification may be made by identifying the property by any way in which the identification is specific to that parcel wishing to be identified (i.e. street address, legal description, lot on a filed map, or tax section, block and lot.) 2. If Exchanger intends to acquire less than a 100% interest or an interest other than a fee interest in the subject property, the Exchanger should specify the percentage interest or the specific amount of exchange funds they wish to apply to the purchase and/or the specific type of interest they wish to acquire. If the potential replacement property is other than a fee interest, it should be specifically identified (i.e. an easement running across the property located at 123 Main Street, Anytown, NY 12348, as more specifically described in the attached description.) Exchanger must acquire substantially the same replacement property as was identified. 3. If this ID Addendum is being used to identify improvements to be made to real property the Exchanger is notified that this transaction must be structured in advance as an improvement exchange. If your Exchange Agreement does not say “Improvement Exchange” at the top of the document, you must contact LEGAL1031. If the subject exchange is an improvement exchange the Exchanger must specifically identify the improvements to be made to the real property as part of the exchange. PROPERTY LIMITATION SELECTION (OPTIONAL) If Exchanger wishes to limit the number of properties that it may acquire, then Exchanger may designate this limitation below by specifically listing a number in the appropriate box in the paragraph titled “Option to Limit the Number of Replacement Properties.” EXCHANGER IS STRONGLY ADVISED TO DISCUSS THIS WITH ITS TAX AND/OR LEGAL COUNSEL AS THIS MAY RESULT IN A TAXABLE CONSEQUENCE TO THE EXCHANGER. Please note that this section is completely optional and if Exchanger does not specifically list a number there will be no limitation on the number of properties Exchanger may acquire, except for those limitations required by the three-property rule, 200% rule or 95% rule. Exchanger understands and acknowledges that should there be funds remaining in the Exchange Account after the acquisition of one or more of the Replacement Properties identified in this ID Addendum, and if there is still at least one or more properties identified that have not been acquired by Exchanger, than any funds remaining in the Exchange Account may not be released to Exchanger except in accordance with Treas. Reg. §1.1031(k)-1(g)(6). Exchanger acknowledges that pursuant to the aforementioned regulation, any funds still on deposit in the Exchange Account may not be returnable to Exchanger prior to the expiration of the earlier of 180-days or the Exchanger's tax filing due date, including extensions, for the tax year in which the earliest transfer of property occurred. 445 Broad Hollow Road, Suite 25, Melville, NY 11747 • 877/701-1031 tel. • 877/703-1031 fax • www.legal1031.com FILED: NEW YORK COUNTY CLERK 01/21/2021 11:26 PM INDEX NO. 657193/2020 NYSCEF DOC. NO. 66 RECEIVED NYSCEF: 01/21/2021 Option to Limit the Number of Replacement Properties: Exchanger wishes to acquire no more than ______ of the properties identified in this ID Addendum. After these properties are acquired, and after the expiration of the 45th day of the Identification Period, more specifically defined in section 4.1 of the Exchange Agreement, Qualified Intermediary shall have no further obligation to acquire Replacement Properties on behalf of Exchanger and the balance of the Exchange Account shall be returned to Exchanger. Please list the Replacement Property or Properties below (include the percentage to be acquired if less than 100%) and its fair market value if required: Property Address % Undivided FMV of Ownership Replacement Property EXCHANGE NO.: 559806-X-NY-QI-LGL EXCHANGER: Bremen House, Inc. ________________________________________ Dated: __________________ RECEIVED BY LEGAL 1031 EXCHANGE SERVICES, LLC, AS QUALIFIED INTERMEDIARY: By:________________________________________ Dated:__________________ 445 Broad Hollow Road, Suite 25, Melville, NY 11747 • 877/701-1031 tel. • 877/703-1031 fax • www.legal1031.com