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BRIGGS <br />MORGAN <br />VIA E-MAIL <br />2200 IDS Center <br />80 South 8th Street <br />Minneapolis MN 55402-2157 <br />tel 612.977.8400 <br />fax 612.977.8650 <br />MEMORANDUM <br />TO: City of Ramsey <br />Attn: Patrick Brama <br />CC: Kurt Ulrich <br />Joe Langel <br />FROM: Thomas L. Bray <br />DATE: March 18, 2015 <br />RE: Resolution Authorizing Various Actions Relating to F&C Ramsey <br />Apartments, LLC's Sale of the Residence at the COR <br />In February, F&C Apartments, LLC ("F&C") asked the City Council to adopt certain <br />Resolutions approving the City's execution of a First Amendment to Development Agreement <br />and issuance of the TIF Note to F&C in connection with F&C's closing on a refinancing with <br />PNC Bank. As part of the refinancing F&C Ramsey Member, LLC (the "Borrower") was to <br />repay Loan No. 1 and Loan No. 2, as defined in the Development Agreement, and the February <br />Resolutions also authorized the City to take certain actions to acknowledge the repayment of <br />Loan No. 1 and Loan No. 2. <br />Before it could close on that refinancing, F&C received another offer to purchase the the <br />Residence at the COR. F&C chose not to proceed with the refinancing and instead have entered <br />into a Purchase Agreement to sell the Residence at the COR to Residence at the COR <br />Apartments, LLC, a Minnesota limited liability company. We have been told that the sale is <br />currently scheduled to close on or about April 9, 2015, but we have been advised that the closing <br />date could change <br />To facilitate the sale, F&C Apartments, LLC, its purchaser, Residence at the COR <br />Apartments, LLC and the purchaser's lender, P&C Bank, National Association are asking the <br />City to enter into a First Amendment to Purchase Agreement is the same form as the City <br />approved in February and to enter into various other Agreements related to the transaction. <br />We have reviewed, negotiated and approved the documents that the City is being asked to <br />sign, and we have prepared a draft Resolution to approve those documents. The purpose of this <br />Memorandum is to summarize and explain the proposed Resolution. In the paragraphs below, I <br />identify each action the proposed Resolution authorizes and explains the purpose for the action in <br />6983737v1 <br />Briggs and Morgan, Professional Association <br />Minneapolis I St. Paul I www.briggs.com <br />Member - Lex Mundl, a Global Association of Independent Law Firms <br />