My colleagues, Jim Shindell and Krista DeCastro, reported on this Blog about three recently closed office building transactions in the Miami area. One additional transaction can be added to that list, as further evidence of the resurgence of commercial property activity in south Florida.
On August 16, 2012, control of the New World Tower located at 100 N. Biscayne Boulevard in downtown Miami changed hands. The new investors have significant holdings in New York and throughout the United States, and believe this asset provides the upside potential that is consistent with their respective investment goals. The New World Tower consists of a 30-story, 285,000 square foot, mixed use building and an attached 12-story, 389 space parking garage.
The Nuances of the Deal
Typical of many commercial transactions being closed, this deal had several nuances, including negotiating two membership interest purchase agreements, the acquisition of an existing mezzanine loan (and the subsequent satisfaction of that loan) and the assignment of a previously existing mortgage loan to the new mortgage lender. A new mortgage loan by German American Capital Corporation in the amount of $54,500,000 was also obtained. Care was given to structuring the transaction to save over $500,000 in documentary stamp and intangible taxes that might have otherwise been due on the acquisition of the property and the new loan.
Collaboration Essential
Consistent with other complex transactions handled by Bilzin Sumberg, this deal involved considerable collaboration between several attorneys from the firm’s real estate, corporate and tax departments. As a result of the new investors’ acquisition of membership interests in the property owner and the need to convert the property owner from a limited liability company to a limited partnership immediately after closing, corporate and tax advice was essential.