2017 Gateway Annual Report

2017 GATEWAY ANNUAL REPORT SOUTH FLORIDA REAL ESTATE AND LAND USE GROUP PROJECT HIGHLIGHTS

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2017 GATEWAY ANNUAL REPORT TABLE OF CONTENTS Case Studies................................... 1 Acquisitions and Sales.................... 6 Capital Market Transactions......... 10 Land Use and Zoning................... 26 Leasing......................................... 30 Our Team...................................... 32

olland & Knight’s South Florida Real Estate and Land Use Group is pleased to present some of our clients’ most notable projects from 2017.

As we have done in previous years, we continue to appreciate our amazing clients as they reimagine the future of South Florida.

Through our Annual Report, we showcase a select few of the projects that involved our lawyers from multiple practice areas, including real estate, land use, tax and finance, and corporate transactions.

The Holland & Knight South Florida Real Estate and Land Use Group excels at collaborating together, with our clients, as a single team with one goal: delivering results and value.

Holland & Knight continues to have one of the largest real estate practices in South Florida. With more than 48 practitioners, our lawyers and land use professionals are involved in all phases of assisting our clients with regards to a variety of real estate projects.

Joseph Goldstein Real Estate and Land Use Practice Group Leader

Nicholas Milano Fort Lauderdale and West Palm Beach Real Estate Practice Group Leader

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CASE STUDIES

City of Coral Gables Public Safety Building

Holland & Knight prides itself on delivering high-quality legal work to its clients.

Specifically, strong, strategic collaboration with our clients is integral to helping them achieve success. The following select case studies show how we provide comprehensive legal representation, at times working with clients on year-long projects to help ensure that their vision is brought to fruition. Our prowess in acquisitions, permitting, zoning and building approvals, environmental issues, government advocacy and public hearings, and beyond means that your goals are achieved efficiently and effectively. www.hklaw.com | 1

MIAMI DOWNTOWN DEVELOPMENT AUTHORITY Holland & Knight successfully represented the City of Miami Downtown Development Authority in its effort to apply for and obtain approval from the City of Miami and South Florida Regional Planning Council for the third phase of its Downtown Development of Regional Impact (DDRI). This increment of the DDRI authorizes the development of an additional 2.5 million square feet of office space, 758,000 square feet of retail space, 2,000 hotel rooms, 18,000 residential units, 250,000 square feet of industrial space, 150,000 square feet of institutional space and 2,000 recreation / attraction seats of development within Miami’s downtown. This approval ensures that the City of Miami has fully analyzed and can manage its projected growth for the next decade. This effort required review by more than 20 state, regional and local agencies and more than a half-dozen public hearings and meetings over 2 1/2 years.

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CCRE MEEK LLC An eight-person Holland & Knight team spent several years on a mammoth $250 million industrial park project that is close to fruition and has landed one of the world’s most high-profile businesses: Amazon. The firm’s attorneys advised CCRE Meek LLC, an entity consisting of affiliates of real estate firms Foundry Commercial Partners and Clarion Partners, in an unprecedented public-private partnership with Miami-Dade County that will include a 2.4-million-square-foot Amazon fulfillment center. The Holland & Knight team handled the complex lease, land use, zoning and economic incentive issues, all of which had to be accomplished on a fast-track basis to satisfy Amazon’s time requirement. The transaction was further complicated because the site was located at an airport requiring Federal Aviation Administration (FAA) approval.

CCRE Meek and its subsidiaries are developing the Carrie Meek International Business Park on 121 acres at Miami-Opa Locka Executive Airport. Foundry Meek I LLC will lease a portion of the project to Amazon, whose facility will be the largest industrial building in Miami-Dade County and is expected to create more than 1,000 jobs. Construction of the Amazon building is scheduled for completion in Fall 2018.

The Amazon facility will include three mezzanine levels for Amazon’s highly automated operations and include some of the most advanced technologies in the consumer logistics industry. The construction of the fulfillment center represents Phase 1 of the project. Phase 2, which is being developed simultaneously, consists of a 280,800-square-foot spec distribution facility and 5,000 square feet of office space to be used by the Carrie Meek Foundation, a 501(c)3 charitable organization named for the retired Florida congresswoman.

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CITY OF CORAL GABLES Holland & Knight represented the City of Coral Gables in a complex land-swap agreement with C/LeJeune LLC, an entity owned by Codina Partners LLC. The city plans to build a new public safety building on a site a half-mile north of its existing police and fire department headquarters. The current headquarters, located at 2801 Salzedo St., is 44 years old and structurally unsound. The cost of upgrading the building was deemed impractical by city leaders. Under the terms of the deal, the city will trade its property in exchange for the property at 250 Minorca Ave., which is currently a parking lot and vacant land. Various city departments will be allowed to occupy the current headquarters for the next three years, the estimated completion date of the new building. The deal also requires C/LeJeune LLC to develop the Salzedo site as a mixed-use building, a residential development or an office building. The public garage will also have office or retail space. As a result of this deal, the City of Coral Gables receives the Minorca parcel (valued at $11.5 million) plus $5.2 million in three years when the city sells the Salzedo parcel. The developer gets the Salzedo parcel (for a reduced price of $5.2 million), transferable development rights and a $2 million impact fee credit.

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GLOBAL CITY DEVELOPMENT Holland & Knight represented Global City Development in its partnership with Canadian firms, Podium Development and Reichmann International, to build a new 20-floor luxury tower called University Bridge Residences next to Florida International University’s (FIU) main campus. Holland & Knight’s South Florida Government Advocacy and Development Group also assisted in negotiating with city officials and staff, and in obtaining all required land use and zoning entitlements, which included amending the City of Sweetwater’s land development regulations to allow for the condominium student housing model, as well as all of the operational and design specifications required in order to meet the proposed development parameters.

The 492-unit condominium will be designed by Arquitectonica. The units will be specifically designed for college students, complete with a special drop-off location for ridesharing services such as Uber and Lyft. The building will also have shared study areas, a business center with four conference rooms, direct internet access to FIU and 7,000 square feet of ground-floor retail stores or restaurants geared toward FIU students.

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ACQUISITIONS AND SALES 6 | www.hklaw.com

Holland & Knight’s Real Estate attorneys help clients purchase, sell, lease, operate and finance billions of dollars of commercial real estate assets. In addition to standard product types, such as office, retail and industrial, we also represent clients in the acquisition and sale of specialty types, including high-end luxury condominiums and hotels.

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MIDTOWN OPPORTUNITIES Holland & Knight advised Midtown Opportunities in the sale of a 2.14-acre site in the Midtown neighborhood of Miami to Chicago-based Magellan Development Group.

The site will be developed into a mixed-use tower, including residential and retail condominiums.

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INSTITUTIONAL MULTIFAMILY PARTNERS Holland & Knight represented Institutional Multifamily Partners regarding the purchase of Delray Preserve, a luxury apartment complex in Delray Beach. The 188-unit multifamily complex includes eight three-story buildings on 8.5 acres.

INVIVAS MIAMI REAL ESTATE We represented Invivas Miami Real Estate, a company tied to Grupo Invivas, that bought the 5,187-square-foot commercial ground-floor retail space leased to La Petite Maison in Miami’s Brickell neighborhood. A Mexican investor, Infinity Commercial Investments, sold the space. La Petite Maison opened in February 2017, marking the first outpost in the United States for the French Provençal restaurant that has locations in London and Dubai. The restaurant signed a 10-year, triple-net lease plus options. In addition to the dining room, La Petite Maison has a 2,444-square-foot terrace.

MERCANTIL BANK Holland & Knight represented Mercantil Bank in connection with the financing of the acquisition of a ground tenant’s interest in a medical office building located in Hialeah. The medical office building is a 67,000-square-foot building with multitenant property that is part of the Hialeah Hospital medical campus.

CROCKER PARTNERS We represented Crocker Partners in the $86.75 million sale of One Financial Plaza, a 28-story, nearly 600,000-square-foot, mixed-use tower in Fort Lauderdale. www.hklaw.com | 9

CAPITAL MARKET TRANSACTIONS 10 | www.hklaw.com

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SunTrust Bank Mid-rise Residential Project

Our South Florida real estate lawyers advise lenders, developers and equity investors on a diverse range of real estate-related capital market transactions across all commercial product types. Whether our clients need assistance with conventional senior mortgage loan financing on stabilized multifamily property, multiparty joint venture agreements requiring complex waterfalls to address diverse product types in several states or anything in between, our lawyers have the experience and acumen necessary to deliver sage and practical advice. www.hklaw.com | 11

CITY NATIONAL BANK OF FLORIDA We represented City National Bank of Florida in the $60 million construction loan to finance the construction of a mixed-use project with 397 for-rent residential multifamily units, a 104-room hotel, approximately 61,031 square feet of ground-floor retail (including a Publix grocery store) and a parking garage in Hollywood, Florida.

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SUNTRUST BANK Holland & Knight advised SunTrust Bank regarding a $51.6 million syndicated construction loan to finance the construction of an approximately 222,000-net-square-foot, mid-rise residential project with 396 for-rent residential multifamily units and a parking garage in Tampa.

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JPMORGAN CHASE BANK, N.A. We represented JPMorgan Chase Bank, N.A. for the $53 million syndicated construction loan to finance the construction of a 16-story residential project with 392 for-rent residential multifamily units and a parking garage in Palm Beach.

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HECHT MANATEE PROPERTY LTD. Holland & Knight represented Hecht Manatee Property Ltd., the landowner of nearly 1,200 acres of farm land in Manatee County, in a joint venture development with Neal Communities. The joint venture will develop the farmland into super pads, which will be later developed into large subdivisions of single-family homes.

JOHN HANCOCK We represented John Hancock in the $33 million loan in connection with the financing of Miami Cargo Park, located in Miami. The property consists of condominium interest representing 420,327 square feet of industrial warehouse space (on approximately 18.7 acres) within a building that totals 599,718 square feet, located on a 22-acre rectangular site. The condominium units represent 70.5 percent of the aggregate property interests and thus control the property owner association.

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INFINITY REAL ESTATE Holland & Knight represented Infinity Real Estate in connection with a loan from Mercantil Bank for the iconic South Beach property located at 728 Ocean Drive.

While portions of the existing building were demolished, parts of the front façade of the structure were saved and renovated. The exterior stairwell, made famous by the 1983 blockbuster movie “Scarface,” was also reconstructed to its original specifications. A new CVS opened at the location.

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MERCANTIL BANK Holland & Knight represented Mercantil Bank in connection with a $20 million refinance to various subsidiaries of Crescent Heights. Mercantil structured the loan around Crescent Height’s portfolio of 17 commercial properties located along Biscayne Boulevard. The portfolio consists of buildings ranging in size from parcels ready for redevelopment to a 90,000-square-foot office building.

Mercantil Bank provided financing for Sheridan Village, a 63,654-square-foot mixed-use retail center and self-storage facility in the South Florida community of Pembroke Pines. Phase 1 of Sheridan Village was completed in December 2016 and comprises 15,098 square feet of retail space along Sheridan Street. Phase 2 will consist of an additional 14,000 square feet of retail space and 34,000 square feet of climate-controlled self-storage space situated on two floors above ground-floor retail.

Holland & Knight represented Mercantil Bank with respect to a $20 million acquisition loan to City Centre Associates LLC. The property consists of a retail/office complex comprised of a one-story building and three two-story buildings containing nearly 100,000 square feet, an outparcel leased to a bank and an additional three acres of vacant land.

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FLORIDA COMMUNITY BANK Holland & Knight represented Florida Community Bank in connection with a loan to refinance existing debt on a 296-room hotel, marina and related amenities located on ground leased property in Fort Lauderdale.

We represented Florida Community Bank in connection with a $52 million construction loan to finance the construction of an approximately 222,000-net-square-foot, eight-story residential project with 330 for-rent residential multifamily units and a parking garage in Miami.

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Holland & Knight represented Florida Community Bank in connection with a $20 million acquisition and development loan, along with a $30 million construction loan to finance the development of a 37-acre parcel of property located in Doral and construction of 400 single-family homes thereon.

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OCEAN BANK Holland & Knight represented Ocean Bank in a $15 million loan to finance the construction of a 170,373-square-foot industrial warehouse building known as the Bergeron Distribution Center, on a 9.1-acre site located in Pembroke Pines.

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We represented Ocean Bank, the lender, in all aspects of the $43 million construction loan transaction to finance the development, construction and stabilization of a proposed 251,489-squarefoot power center – Garden Promenade Shopping Center – in Miami-Dade County. The project, on 32.81 acres, will be anchored by three department stores: a 50,000-square-foot Burlington Coat Factory, 20,000-square-foot Marshalls and 30,000-square-foot Ross Dress for Less.

Holland & Knight handled a $44 million loan transaction for Ocean Bank to refinance two existing loans on residential apartment buildings located in Miami. The first – Rio Apartments – contains 9.23 acres that includes 234,860 square feet of improvements and 294 residential apartments. The second – Tree Top Apartments – contains 9.22 acres of land that includes 248,427 square feet of improvements and 263 residential apartments.

We assisted Ocean Bank with a $13.15 million loan, financing the construction of a proposed 116-room limited-service hotel project that upon completion will be a TownePlace Suites by Marriott, which will be located on a 1.95-acre parcel in Miami.

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SANTANDER BANK Holland & Knight represented Santander Bank regarding a $52 million syndicated construction loan to finance the construction of an approximately 209,000-net-square-foot, Class-A high-rise building with 262 for-rent residential multifamily units and an adjacent parking garage in the Brickell area of Miami.

We represented Santander Bank regarding a $68.5 million syndicated construction loan to finance the construction of an approximately 448,000-net-square-foot, four-to-five-story Class-A mid-rise building with 440 for-rent residential multifamily units and a parking garage in Doral.

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We represented Santander Bank regarding a $47 million syndicated construction loan to finance the construction of an approximately 236,000-net-square-foot, eight-story building with 211 for-rent residential multifamily units and an adjacent six-story parking garage in Pompano Beach.

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LAND USE AND ZONING | www.hklaw.com 26XX| www.hklaw.com

Holland & Knight has extensive knowledge in all aspects of land use and environmental law, from zoning and entitlements to acquisitions and project development, as well as compliance assessments and environmental impact reports. Our attorneys and professionals have experience addressing issues related to water quality, due diligence, entitlements, wetlands, historic preservation, health and safety, hazardous materials, biotechnology, insurance and litigation. www.hklaw.com www.hklaw.com| XX | 27

LR 13-18 LLC (FLORIDA EAST COAST INDUSTRIES) Holland & Knight represented LR 13-18 LLC in the re-entitlement of a 5.8-mile segment of the former Florida East Coast Railway South Little River Branch spur-line, which is known as the Ludlam Trail Corridor. The goal of this re-entitlement is to enhance regional mobility, provide opportunities for physical activity and improve the economic vitality of the area by facilitating the conversion of this former railway Corridor into a continuous, primarily publicly accessible pedestrian and bicycle trail lined with mixed-use development at the intersections of the trail and certain arterial roadways. New comprehensive land use plan and zoning categories were created to implement our client’s vision for the development of the Ludlam Trail Corridor. These regulations serve to define the density, intensity and urban form of development within the Corridor, including flexible design standards and appropriate transitions to adjacent uses, as well as contemplating the configuration and design parameters of the recreational trail. The first of the development areas within the Corridor is undergoing initial development plan review, and the recreational segments will soon be conveyed to Miami-Dade County.

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BLACK CREEK GROUP Holland & Knight represented Black Creek Group, the owner/developer of an approximately 50-acre parcel – Pompano Crossing Industrial Park – in land use due diligence prior to the acquisition. We also were able to successfully address site access issues and nonconforming use issues prior to closing.

This included representing the owner/developer in obtaining site plan approval, architectural design approval and plat approval for a warehouse and distribution center with more than 850,000 square feet of building area.

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LEASING Our experienced commercial real estate leasing and retail leasing attorneys possess a wide range of industry insight and actively assist clients in achieving their capital investment goals. We routinely handle projects from all product types, including office, industrial, flex, retail and mixed-use, involving both single site projects and large portfolios. We represent both landlords and tenants, and lease several million square feet of space annually throughout the U.S.

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CITY OF CORAL GABLES Holland & Knight represented the City of Coral Gables in connection with various lease matters. One of the more notable representations included the negotiation of a new lease agreement for the relocation of a Starbucks store on the prominent Miracle Mile in Coral Gables.

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OUR

TEAM FORT LAUDERDALE PARTNERS Irwin J. Fayne 954.468.7895 irwin.fayne@hklaw.com

Judith E. Kreitzer 954.468.7859 judi.kreitzer@hklaw.com

Janna P. Lhota 954.468.7841 janna.lhota@hklaw.com

Jonathan S. Marcus 954.468.7924 jon.marcus@hklaw.com

Allison McCarthy 954.468.7851 allison.mccarthy@hklaw.com

Nicholas G. Milano 954.468.7804 nick.milano@hklaw.com

Stephen B. Moss 954.468.7857 stephen.moss@hklaw.com

Debbie M. Orshefsky 954.468.7871 debbie.orshefsky@hklaw.com

ASSOCIATES Alexandra L. Briesemeister 954.468.7987 alexandra.briesemeister @hklaw.com

Herman R. Lipkis 954.468.7825 herman.lipkis@hklaw.com

STAFF ATTORNEYS Christine Anchia Crousillat 954.468.7892 christine.crousillat@hklaw.com

Gayle E. Miller 954.468.7983 gayle.miller@hklaw.com

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Danny L. Ferguson 954.468.7844 danny.ferguson@hklaw.com

Amber Goethel 954.468.7848 amber.goethel@hklaw.com

MIAMI PARTNERS Mark I. Aronson 305.789.7657 mark.aronson@hklaw.com

Hugo P. Arza 305.789.7783 hugo.arza@hklaw.com

William R. Bloom 305.789.7712 william.bloom@hklaw.com

Miguel A. De Grandy 305.789.7535 miguel.degrandy@hklaw.com

Vivian C. de las Cuevas-Diaz 305.789.7452 vivian.cuevas@hklaw.com

Josias N. Dewey 305.789.7746 joe.dewey@hklaw.com

Joseph G. Goldstein 305.789.7782 joseph.goldstein@hklaw.com

John F. Halula 305.789.7796 john.halula@hklaw.com

Alan Samuel Krischer 305.789.7758 alan.krischer@hklaw.com

Ines Marrero-Priegues 305.789.7776 ines.marrero@hklaw.com

Juan J. Mayol Jr. 305.789.7787 juan.mayol@hklaw.com

Elena Otero 305.789.7437 elena.otero@hklaw.com

Richard A. Perez 305.789.7630 richard.perez@hklaw.com

Tracy Rachel Slavens 305.789.7642 tracy.slavens@hklaw.com

Robert H. Smith 305.789.7749 robert.smith@hklaw.com

Ilana B. Strickon 305.789.7444 ilana.strickon@hklaw.com

Melissa S. Turra 904.798.5457 missy.turra@hklaw.com

Gavin Williams 305.789.7637 gavin.williams@hklaw.com

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OUR

TEAM MIAMI (CONT’D) SENIOR COUNSELS Isabel C. Diaz 305.789.7477 isabel.diaz@hklaw.com

Gloria M. Velazquez 305.789.7407 gloria.velazquez@hklaw.com

ASSOCIATES Elena Aidova 305.789.7766 elena.aidova@hklaw.com

Shawn S. Amuial 305.789.7591 shawn.amuial@hklaw.com

Alejandro J. Arias 305.789.7446 alejandro.arias@hklaw.com

Tomas E. Castellanos 305.789.7476 tomas.castellanos@hklaw.com

Jorge R. Escobar 305.789.7521 jorge.escobar@hklaw.com

Pedro Gassant 305.789.7430 pedro.gassant@hklaw.com

Daniel P. Hanlon 305.789.7593 daniel.hanlon@hklaw.com

Jessica H. Hoch 305.789.7410 jessica.hoch@hklaw.com

Brett H. Holland 305.789.7777 brett.holland@hklaw.com

Vanessa Madrid 305.789.7453 vanessa.madrid@hklaw.com

Rebecca L. Mendez 305.789.7464 rebecca.mendez@hklaw.com

Samir Suresh Patel 305.789.7629 samir.patel@hklaw.com

James R. Williams Jr. 305.789.7413 james.williams@hklaw.com

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STAFF ATTORNEY Amanda M. Naldjieff 305.789.7462 amanda.naldjieff@hklaw.com

LAND USE PLANNERS Mercy S. Arce 305.349.2178 mercy.arce@hklaw.com

Michael A. Freire 305.789.7792 michael.freire@hklaw.com

Alberto J. Torres 305.789.7744 alberto.torres@hklaw.com

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With more than 1,250 attorneys and other professionals in 27 offices throughout the world, Holland & Knight is committed to providing exceptional service to clients in litigation, business, real estate and governmental law. Learn more about Holland & Knight at www.hklaw.com.

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