Robert E. Robotti
Robotti & Company, Incorporated
One Grand Central Place
60 East 42nd Street, Suite 3100
New York, NY 10165-0057
(212) 986-4800
|
Michael L. Ashner
Winthrop Realty Partners, L.P.
Two Liberty Square
9th Floor
Boston, MA 02109
617-570-4600
|
1.
|
Name of Reporting Persons
Lionbridge Capital I, LP*
|
||
2.
|
Check the appropriate box if a member of a group (see instructions)
(a) [X] (b) [ ]
|
||
3.
|
SEC use only
|
||
4.
|
Source of Funds (see instructions)
WC
|
||
5.
|
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ____
|
||
6.
|
Citizen or Place of Organization
Delaware
|
||
Number of
Shares Beneficially Owned By Each Reporting Person With |
7.
|
Sole Voting Power
0
|
|
8.
|
Shared Voting Power
183,339
|
||
9.
|
Sole Dispositive Power
0
|
||
10.
|
Shared Dispositive Power
183,339
|
||
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
183,339
|
||
12.
|
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions)
[ ]
|
||
13.
|
Percent of Class Represented by amount in Row (11)
1.23%
|
||
14.
|
Type of Reporting Person
PN
|
1.
|
Name of Reporting Persons
Lionbridge Capital, LP*
|
||
2.
|
Check the appropriate box if a member of a group (see instructions)
(a) [X] (b) [ ]
|
||
3.
|
SEC use only
|
||
4.
|
Source of Funds (see instructions)
WC
|
||
5.
|
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ____
|
||
6.
|
Citizen or Place of Organization
Delaware
|
||
Number of
Shares Beneficially Owned By Each Reporting Person With |
7.
|
Sole Voting Power
0
|
|
8.
|
Shared Voting Power
60,761
|
||
9.
|
Sole Dispositive Power
0
|
||
10.
|
Shared Dispositive Power
60,761
|
||
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
60,761
|
||
12.
|
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions)
[ ]
|
||
13.
|
Percent of Class Represented by amount in Row (11)
Less than 1%
|
||
14.
|
Type of Reporting Person
PN
|
1.
|
Name of Reporting Persons
Lionbridge Capital GP, LLC*
|
||
2.
|
Check the appropriate box if a member of a group (see instructions)
(a) [X] (b) [ ]
|
||
3.
|
SEC use only
|
||
4.
|
Source of Funds (see instructions)
AF
|
||
5.
|
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ____
|
||
6.
|
Citizen or Place of Organization
Delaware
|
||
Number of
Shares Beneficially Owned By Each Reporting Person With |
7.
|
Sole Voting Power
0
|
|
8.
|
Shared Voting Power
183,339
|
||
9.
|
Sole Dispositive Power
0
|
||
10.
|
Shared Dispositive Power
183,339
|
||
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
183,339
|
||
12.
|
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions)
[ ]
|
||
13.
|
Percent of Class Represented by amount in Row (11)
1.23%
|
||
14.
|
Type of Reporting Person
OO
|
1.
|
Name of Reporting Persons
Lionbridge GP, LLC*
|
||
2.
|
Check the appropriate box if a member of a group (see instructions)
(a) [X] (b) [ ]
|
||
3.
|
SEC use only
|
||
4.
|
Source of Funds (see instructions)
AF
|
||
5.
|
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ____
|
||
6.
|
Citizen or Place of Organization
Delaware
|
||
Number of
Shares Beneficially Owned By Each Reporting Person With |
7.
|
Sole Voting Power
0
|
|
8.
|
Shared Voting Power
60,761
|
||
9.
|
Sole Dispositive Power
0
|
||
10.
|
Shared Dispositive Power
60,761
|
||
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
60,761
|
||
12.
|
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions)
[ ]
|
||
13.
|
Percent of Class Represented by amount in Row (11)
Less than 1%
|
||
14.
|
Type of Reporting Person
OO
|
1.
|
Name of Reporting Persons
Lionbridge Asset Management, LLC*
|
||
2.
|
Check the appropriate box if a member of a group (see instructions)
(a) [X] (b) [ ]
|
||
3.
|
SEC use only
|
||
4.
|
Source of Funds (see instructions)
AF
|
||
5.
|
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ____
|
||
6.
|
Citizen or Place of Organization
Delaware
|
||
Number of
Shares Beneficially Owned By Each Reporting Person With |
7.
|
Sole Voting Power
0
|
|
8.
|
Shared Voting Power
244,100
|
||
9.
|
Sole Dispositive Power
0
|
||
10.
|
Shared Dispositive Power
244,100
|
||
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
244,100
|
||
12.
|
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions)
[ ]
|
||
13.
|
Percent of Class Represented by amount in Row (11)
1.64%
|
||
14.
|
Type of Reporting Person
OO
|
1.
|
Name of Reporting Persons
Greg Morillo*
|
||
2.
|
Check the appropriate box if a member of a group (see instructions)
(a) [X] (b) [ ]
|
||
3.
|
SEC use only
|
||
4.
|
Source of Funds (see instructions)
AF
|
||
5.
|
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ____
|
||
6.
|
Citizen or Place of Organization
United States
|
||
Number of
Shares Beneficially Owned By Each Reporting Person With |
7.
|
Sole Voting Power
0
|
|
8.
|
Shared Voting Power
244,100
|
||
9.
|
Sole Dispositive Power
0
|
||
10.
|
Shared Dispositive Power
244,100
|
||
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
244,100
|
||
12.
|
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions)
[ ]
|
||
13.
|
Percent of Class Represented by amount in Row (11)
1.64%
|
||
14.
|
Type of Reporting Person
IN, HC
|
1.
|
Name of Reporting Persons
The Ravenswood Investment Company L.P.*
|
||
2.
|
Check the appropriate box if a member of a group (see instructions)
(a) [X] (b) [ ]
|
||
3.
|
SEC use only
|
||
4.
|
Source of Funds (see instructions)
WC
|
||
5.
|
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ____
|
||
6.
|
Citizen or Place of Organization
Delaware
|
||
Number of
Shares Beneficially Owned By Each Reporting Person With |
7.
|
Sole Voting Power
0
|
|
8.
|
Shared Voting Power
293,415
|
||
9.
|
Sole Dispositive Power
0
|
||
10.
|
Shared Dispositive Power
293,415
|
||
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
293,415
|
||
12.
|
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions)
[ ]
|
||
13.
|
Percent of Class Represented by amount in Row (11)
1.98%
|
||
14.
|
Type of Reporting Person
PN
|
1.
|
Name of Reporting Persons
Ravenswood Investments III, L.P.*
|
||
2.
|
Check the appropriate box if a member of a group (see instructions)
(a) [X] (b) [ ]
|
||
3.
|
SEC use only
|
||
4.
|
Source of Funds (see instructions)
WC
|
||
5.
|
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ____
|
||
6.
|
Citizen or Place of Organization
New York
|
||
Number of
Shares Beneficially Owned By Each Reporting Person With |
7.
|
Sole Voting Power
0
|
|
8.
|
Shared Voting Power
174,135
|
||
9.
|
Sole Dispositive Power
0
|
||
10.
|
Shared Dispositive Power
174,135
|
||
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
174,135
|
||
12.
|
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions)
[ ]
|
||
13.
|
Percent of Class Represented by amount in Row (11)
1.17%
|
||
14.
|
Type of Reporting Person
PN
|
1.
|
Name of Reporting Persons
Ravenswood Management Company, LLC*
|
||
2.
|
Check the appropriate box if a member of a group (see instructions)
(a) [X] (b) [ ]
|
||
3.
|
SEC use only
|
||
4.
|
Source of Funds (see instructions)
AF
|
||
5.
|
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ____
|
||
6.
|
Citizen or Place of Organization
New York
|
||
Number of
Shares Beneficially Owned By Each Reporting Person With |
7.
|
Sole Voting Power
0
|
|
8.
|
Shared Voting Power
467,550
|
||
9.
|
Sole Dispositive Power
0
|
||
10.
|
Shared Dispositive Power
467,550
|
||
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
467,550
|
||
12.
|
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions)
[ ]
|
||
13.
|
Percent of Class Represented by amount in Row (11)
3.15%
|
||
14.
|
Type of Reporting Person
HC
|
1.
|
Name of Reporting Persons
Robotti & Company Advisors, LLC*
|
||
2.
|
Check the appropriate box if a member of a group (see instructions)
(a) [X] (b) [ ]
|
||
3.
|
SEC use only
|
||
4.
|
Source of Funds (see instructions)
WC
|
||
5.
|
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ____
|
||
6.
|
Citizen or Place of Organization
New York
|
||
Number of
Shares Beneficially Owned By Each Reporting Person With |
7.
|
Sole Voting Power
0
|
|
8.
|
Shared Voting Power
467,550
|
||
9.
|
Sole Dispositive Power
0
|
||
10.
|
Shared Dispositive Power
467,550
|
||
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
467,550
|
||
12.
|
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions)
[ ]
|
||
13.
|
Percent of Class Represented by amount in Row (11)
3.15%
|
||
14.
|
Type of Reporting Person
IA, OO
|
1.
|
Name of Reporting Persons
Robotti Securities, LLC*
|
||
2.
|
Check the appropriate box if a member of a group (see instructions)
(a) [X] (b) [ ]
|
||
3.
|
SEC use only
|
||
4.
|
Source of Funds (see instructions)
OO
|
||
5.
|
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ____
|
||
6.
|
Citizen or Place of Organization
New York
|
||
Number of
Shares Beneficially Owned By Each Reporting Person With |
7.
|
Sole Voting Power
0
|
|
8.
|
Shared Voting Power
0
|
||
9.
|
Sole Dispositive Power
0
|
||
10.
|
Shared Dispositive Power
500
|
||
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
500
|
||
12.
|
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions)
[ ]
|
||
13.
|
Percent of Class Represented by amount in Row (11)
Less than 1%
|
||
14.
|
Type of Reporting Person
BD, OO
|
1.
|
Name of Reporting Persons
Robotti & Company, Incorporated*
|
||
2.
|
Check the appropriate box if a member of a group (see instructions)
(a) [X] (b) [ ]
|
||
3.
|
SEC use only
|
||
4.
|
Source of Funds (see instructions)
AF
|
||
5.
|
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ____
|
||
6.
|
Citizen or Place of Organization
New York
|
||
Number of
Shares Beneficially Owned By Each Reporting Person With |
7.
|
Sole Voting Power
0
|
|
8.
|
Shared Voting Power
467,550
|
||
9.
|
Sole Dispositive Power
0
|
||
10.
|
Shared Dispositive Power
468,050
|
||
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
468,050
|
||
12.
|
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions)
[ ]
|
||
13.
|
Percent of Class Represented by amount in Row (11)
3.15%
|
||
14.
|
Type of Reporting Person
HC, OO
|
1.
|
Name of Reporting Persons
Robert E. Robotti*
|
||
2.
|
Check the appropriate box if a member of a group (see instructions)
(a) [X] (b) [ ]
|
||
3.
|
SEC use only
|
||
4.
|
Source of Funds (see instructions)
AF
|
||
5.
|
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ____
|
||
6.
|
Citizen or Place of Organization
United States
|
||
Number of
Shares Beneficially Owned By Each Reporting Person With |
7.
|
Sole Voting Power
0
|
|
8.
|
Shared Voting Power
467,550
|
||
9.
|
Sole Dispositive Power
0
|
||
10.
|
Shared Dispositive Power
468,050
|
||
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
468,050
|
||
12.
|
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions)
[ ]
|
||
13.
|
Percent of Class Represented by amount in Row (11)
3.15%
|
||
14.
|
Type of Reporting Person
IN, HC
|
1.
|
Name of Reporting Persons
Thomas D. Ferguson*
|
||
2.
|
Check the appropriate box if a member of a group (see instructions)
(a) [X] (b) [ ]
|
||
3.
|
SEC use only
|
||
4.
|
Source of Funds (see instructions)
OO
|
||
5.
|
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ____
|
||
6.
|
Citizen or Place of Organization
United States
|
||
Number of
Shares Beneficially Owned By Each Reporting Person With |
7.
|
Sole Voting Power
0
|
|
8.
|
Shared Voting Power
0
|
||
9.
|
Sole Dispositive Power
0
|
||
10.
|
Shared Dispositive Power
0
|
||
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
0
|
||
12.
|
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions)
[ ]
|
||
13.
|
Percent of Class Represented by amount in Row (11)
0%
|
||
14.
|
Type of Reporting Person
IN
|
1.
|
Name of Reporting Persons
Mark C. Gelnaw*
|
||
2.
|
Check the appropriate box if a member of a group (see instructions)
(a) [X] (b) [ ]
|
||
3.
|
SEC use only
|
||
4.
|
Source of Funds (see instructions)
OO
|
||
5.
|
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ____
|
||
6.
|
Citizen or Place of Organization
United States
|
||
Number of
Shares Beneficially Owned By Each Reporting Person With |
7.
|
Sole Voting Power
0
|
|
8.
|
Shared Voting Power
0
|
||
9.
|
Sole Dispositive Power
0
|
||
10.
|
Shared Dispositive Power
0
|
||
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
0
|
||
12.
|
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions)
[ ]
|
||
13.
|
Percent of Class Represented by amount in Row (11)
0%
|
||
14.
|
Type of Reporting Person
IN
|
1.
|
Name of Reporting Persons
Raymond V. Marino II*
|
||
2.
|
Check the appropriate box if a member of a group (see instructions)
(a) [X] (b) [ ]
|
||
3.
|
SEC use only
|
||
4.
|
Source of Funds (see instructions)
OO
|
||
5.
|
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ____
|
||
6.
|
Citizen or Place of Organization
United States
|
||
Number of
Shares Beneficially Owned By Each Reporting Person With |
7.
|
Sole Voting Power
0
|
|
8.
|
Shared Voting Power
0
|
||
9.
|
Sole Dispositive Power
0
|
||
10.
|
Shared Dispositive Power
0
|
||
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
0
|
||
12.
|
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions)
[ ]
|
||
13.
|
Percent of Class Represented by amount in Row (11)
0%
|
||
14.
|
Type of Reporting Person
IN
|
1.
|
Name of Reporting Persons
John S. Moran*
|
||
2.
|
Check the appropriate box if a member of a group (see instructions)
(a) [X] (b) [ ]
|
||
3.
|
SEC use only
|
||
4.
|
Source of Funds (see instructions)
PF
|
||
5.
|
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ____
|
||
6.
|
Citizen or Place of Organization
United States
|
||
Number of
Shares Beneficially Owned By Each Reporting Person With |
7.
|
Sole Voting Power
35,859
|
|
8.
|
Shared Voting Power
0
|
||
9.
|
Sole Dispositive Power
35,859
|
||
10.
|
Shared Dispositive Power
0
|
||
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
35,859
|
||
12.
|
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions)
[ ]
|
||
13.
|
Percent of Class Represented by amount in Row (11)
Less than 1%
|
||
14.
|
Type of Reporting Person
IN
|
1.
|
Name of Reporting Persons
Winthrop Realty Partners, L.P.*
|
||
2.
|
Check the appropriate box if a member of a group (see instructions)
(a) [X] (b) [ ]
|
||
3.
|
SEC use only
|
||
4.
|
Source of Funds (see instructions)
WC
|
||
5.
|
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ____
|
||
6.
|
Citizen or Place of Organization
Maryland
|
||
Number of
Shares Beneficially Owned By Each Reporting Person With |
7.
|
Sole Voting Power
0
|
|
8.
|
Shared Voting Power
148,976
|
||
9.
|
Sole Dispositive Power
0
|
||
10.
|
Shared Dispositive Power
148,976
|
||
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
148,976
|
||
12.
|
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions)
[ ]
|
||
13.
|
Percent of Class Represented by amount in Row (11)
1%
|
||
14.
|
Type of Reporting Person
PN
|
1.
|
Name of Reporting Persons
Michael L. Ashner*
|
||
2.
|
Check the appropriate box if a member of a group (see instructions)
(a) [X] (b) [ ]
|
||
3.
|
SEC use only
|
||
4.
|
Source of Funds (see instructions)
AF
|
||
5.
|
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) X
|
||
6.
|
Citizen or Place of Organization
United States
|
||
Number of
Shares Beneficially Owned By Each Reporting Person With |
7.
|
Sole Voting Power
0
|
|
8.
|
Shared Voting Power
148,976
|
||
9.
|
Sole Dispositive Power
0
|
||
10.
|
Shared Dispositive Power
148,976
|
||
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
148,976
|
||
12.
|
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions)
[ ]
|
||
13.
|
Percent of Class Represented by amount in Row (11)
1%
|
||
14.
|
Type of Reporting Person
IN
|
Item 1.
|
|
Security and Issuer
|
Item 2.
|
|
Identity and Background
|
(i)
|
Lionbridge Capital I, LP, a Delaware limited partnership (“Lionbridge Capital I”), with respect to the Shares directly and beneficially owned by it;
|
(ii)
|
Lionbridge Capital, LP, a Delaware limited partnership (“Lionbridge Capital”), with respect to the Shares directly and beneficially owned by it;
|
(iii)
|
Lionbridge Capital GP, LLC, a Delaware limited liability company (“Lionbridge Capital GP”), which serves as the general partner of Lionbridge Capital I;
|
(iv)
|
Lionbridge GP, LLC, a Delaware limited liability company (“Lionbridge GP”), which serves as the general partner of Lionbridge Capital;
|
(v)
|
Lionbridge Asset Management, LLC, a Delaware limited liability company (“Lionbridge Asset Management”), which serves as the asset manager of each of Lionbridge Capital
I and Lionbridge Capital;
|
(vi)
|
Greg Morillo is the controlling managing member of each of Lionbridge GP, Lionbridge Capital GP and Lionbridge Asset Management, and as a nominee for the Board of Directors
of the Issuer (the “Board”);
|
(vii)
|
The Ravenswood Investment Company L.P., a Delaware limited partnership (“Ravenswood I”), with respect to the Shares directly and beneficially owned by it;
|
(viii)
|
Ravenswood Investments III, LP, a New York limited partnership (“Ravenswood III”), with respect to the Shares directly and beneficially owned by it;
|
(ix)
|
Ravenswood Management Company, LLC, a New York limited liability company (“Ravenswood Management Company”), which serves as the general partner of each of Ravenswood I
and Ravenswood III;
|
(x)
|
Robotti & Company Advisors, LLC, a New York limited liability company (“Robotti Advisors”), which serves as the investment adviser to Ravenswood I and Ravenswood
III;
|
(xi)
|
Robotti Securities, LLC, a New York limited liability company (“Robotti Securities”), which is a registered broker dealer and manages a discretionary account for a
customer which contains Shares as identified herein;
|
(xii)
|
Robotti & Company, Incorporated, a New York corporation (“Robotti Incorporated”), is the parent company to Robotti Advisors and Robotti Securities;
|
(xiii)
|
Robert E. Robotti is the President and Treasurer of Robotti Incorporated, Robotti Advisors and Robotti Securities, the Managing Director of Ravenswood Management Company, and
an individual person who controls Robotti Incorporated;
|
(xiv)
|
Thomas D. Ferguson is a nominee for the Board;
|
(xv)
|
Mark C. Gelnaw is a nominee for the Board;
|
(xvi)
|
Raymond V. Marino II is a nominee for the Board;
|
(xvii)
|
John S. Moran is a nominee for the Board and with respect to the Shares directly and beneficially owned by him;
|
(xviii)
|
Winthrop Realty Partners, L.P., a Maryland limited partnership (“Winthrop”), with respect to the Shares directly and beneficially owned by it; and
|
(xix)
|
Michael L. Ashner as the control person of Winthrop.
|
Item 3.
|
|
Source and Amount of Funds or Other Consideration
|
Item 4.
|
|
Purpose of Transaction
|
Item 5.
|
Interest in Securities of the Issuer.
|
A.
|
Lionbridge Capital I
|
(a)
|
Lionbridge Capital I directly owned 183,339 Shares.
|
(b)
|
1. Sole power to vote or direct vote: 0
|
(c)
|
Lionbridge Capital I has not entered into any transactions in securities of the Issuer during the past 60 days.
|
B.
|
Lionbridge Capital
|
(a)
|
Lionbridge Capital directly owned 60,761 Shares.
|
(b)
|
1. Sole power to vote or direct vote: 0
|
(c)
|
Lionbridge Capital has not entered into any transactions in securities of the Issuer during the past 60 days.
|
C.
|
Lionbridge Capital GP
|
(a)
|
Lionbridge Capital GP is the general partner of Lionbridge Capital I and may be deemed the beneficial owner of the 183,339 Shares owned by Lionbridge Capital I.
|
(b)
|
1. Sole power to vote or direct vote: 0
|
(c)
|
Lionbridge Capital GP has not entered into any transactions in securities of the Issuer during the past 60 days.
|
D.
|
Lionbridge GP
|
(a)
|
Lionbridge GP is the general partner of Lionbridge Capital and may be deemed the beneficial owner of the 60,761 Shares owned by Lionbridge Capital.
|
(b)
|
1. Sole power to vote or direct vote: 0
|
(c)
|
Lionbridge GP has not entered into any transactions in securities of the Issuer during the past 60 days.
|
E.
|
Lionbridge Asset Management
|
(a)
|
Lionbridge Asset Management is the investment manager of both Lionbridge Capital I and Lionbridge Capital and may be deemed the beneficial owner of the 183,339 Shares owned by Lionbridge
Capital I together with the 60,761 Shares owned by Lionbridge Capital.
|
(b)
|
1. Sole power to vote or direct vote: 0
|
(c)
|
Lionbridge Asset Management has not entered into any transactions in securities of the Issuer during the past 60 days.
|
F.
|
Mr. Morillo
|
(a)
|
Mr. Morillo is an individual person who controls Lionbridge Capital GP, Lionbridge GP and Lionbridge Asset Management as the controlling managing member, and may be deemed the beneficial owner
of the 183,339 Shares owned by Lionbridge Capital I together with the 60,761 Shares owned by Lionbridge Capital.
Percentage: 1.64%
|
(b)
|
1. Sole power to vote or direct vote: 0
|
(c)
|
Mr. Morillo has not entered into any transactions in securities of the Issuer during the past 60 days.
|
G.
|
Ravenswood I
|
(a)
|
Ravenswood I directly owned 293,415 Shares.
|
(b)
|
1. Sole power to vote or direct vote: 0
|
(c)
|
Ravenswood I has not entered into any transactions in securities of the Issuer during the past 60 days.
|
H.
|
Ravenswood III
|
(a)
|
Ravenswood III directly owned 174,135 Shares.
|
(b)
|
1. Sole power to vote or direct vote: 0
|
(c)
|
Ravenswood III has not entered into any transactions in securities of the Issuer during the past 60 days.
|
I.
|
Ravenswood Management Company
|
(a)
|
Ravenswood Management Company is the general partner of both Ravenswood I and Ravenswood III and may be deemed the beneficial owner of, the 293,415 Shares owned by Ravenswood I and the 174,135
Shares owned by Ravenswood III.
|
(b)
|
1. Sole power to vote or direct vote: 0
|
(c)
|
Ravenswood Management Company has not entered into any transactions in securities of the Issuer during the past 60 days.
|
J.
|
Robotti Advisors
|
(a)
|
Robotti Advisors is the investment manager of both Ravenswood I and Ravenswood III and may be deemed the beneficial owner of the 293,415 Shares held by Ravenswood I and the 174,135 Shares held
by Ravenswood III.
|
(b)
|
1. Sole power to vote or direct vote: 0
|
(c)
|
Robotti Advisors has not entered into any transactions in securities of the Issuer during the past 60 days.
|
K.
|
Robotti Securities
|
(a)
|
Robotti Securities does not hold any Shares directly but may be deemed the beneficial owner of the 500 Shares held in a discretionary account managed by Robotti Securities.
|
(b)
|
1. Sole power to vote or direct vote: 0
|
(c)
|
Robotti Securities has not entered into any transactions in securities of the Issuer during the past 60 days.
|
L.
|
Robotti Incorporated
|
(a)
|
Robotti Incorporated is the owner of both Robotti Advisors and Robotti Securities and may be deemed the beneficial owner of the 467,550 Shares beneficially owned by Robotti Advisors and the 500
Shares held by a discretionary account customer of Robotti Securities.
|
(b)
|
1. Sole power to vote or direct vote: 0
|
(c)
|
Robotti Incorporated has not entered into any transactions in securities of the Issuer during the past 60 days.
|
M.
|
Mr. Robotti
|
(a)
|
Mr. Robotti is a managing member of Ravenswood Management Company and may be deemed the beneficial owner of the 293,415 Shares owned by Ravenswood I together with the 174,135 Shares owned by
Ravenswood III. Mr. Robotti may also be deemed the beneficial owner of 500 Shares held in a discretionary account managed by Robotti Securities.
|
(b)
|
1. Sole power to vote or direct vote: 0
|
(c)
|
Mr. Robotti has not entered into any transactions in securities of the Issuer during the past 60 days.
|
N.
|
Mr. Ferguson
|
(a)
|
Mr. Ferguson did not beneficially own any Shares.
|
(b)
|
1. Sole power to vote or direct vote: 0
|
(c)
|
Not applicable.
|
O.
|
Mr. Gelnaw
|
(a)
|
Mr. Gelnaw did not beneficially own any Shares.
|
(b)
|
1. Sole power to vote or direct vote: 0
|
(c)
|
Not applicable.
|
P.
|
Mr. Marino
|
(a)
|
Mr. Marino did not beneficially own any Shares.
|
(b)
|
1. Sole power to vote or direct vote: 0
|
(c)
|
Not applicable.
|
Q.
|
Mr. Moran
|
(a)
|
Mr. Moran, an individual person, may be deemed to own 35,859 Shares for which he is the direct beneficial owner of such Shares.
|
(b)
|
1. Sole power to vote or direct vote: 35,859
|
(c)
|
Mr. Moran has not entered into any transactions in securities of the Issuer during the past 60 days.
|
R.
|
Winthrop
|
(a)
|
Winthrop directly owned 148,976 Shares.
|
(b)
|
1. Sole power to vote or direct vote: 0
|
(c)
|
The transactions in securities of the Issuer by Winthrop during the past 60 days are set forth in Schedule B and are incorporated herein by reference.
|
S.
|
Mr. Ashner
|
(a)
|
Mr. Ashner is an individual person who controls Winthrop and may be deemed the beneficial owner of the 148,976 Shares owned by Winthrop.
|
(b)
|
1. Sole power to vote or direct vote: 0
|
(c)
|
Mr. Ashner has not entered into any transactions in securities of the Issuer during the past 60 days.
|
(d)
|
With the exception of a discretionary account customer of Robotti Securities who has the right to receive dividends from, and the proceeds from the sale of, 500 Shares held in a discretionary
account managed by Robotti Securities, no person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares.
|
(e)
|
Not applicable.
|
Item 6.
|
|
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
|
Item 7.
|
|
Material to be Filed as Exhibits
|
Exhibit 99.1 |
Agreement, dated as of November 20, 2020, by and between Lionbridge Capital and Robotti Advisors - Previously Filed.
|
Exhibit 99.2 |
Joint Filing and Solicitation Agreement, dated as of December 31, 2020, by and among each of the Reporting Persons - Previously Filed.
|
Exhibit 99.3 |
Press Release, dated January 13, 2021, and text of referenced letter to the Issuer, dated January 13, 2021 - Previously Filed.
|
Exhibit 99.4 |
Form of Indemnification Letter Agreement - Previously Filed.
|
Exhibit 99.5 |
13D Group Agreement – Filed Herewith.
|
Exhibit 99.6 |
Press Release and Letter to Stockholders dated May 25, 2021 – Filed Herewith.
|
Lionbridge Capital I LP
By: Lionbridge Capital GP, LLC, its
General Partner
By: /s/ Greg Morillo
Name: Greg Morillo
Title: Managing Member
Lionbridge Capital LP
By: Lionbridge GP, LLC, its
General Partner
By: /s/ Greg Morillo
Name: Greg Morillo
Title: Managing Member
Lionbridge Capital GP, LLC
By: /s/ Greg Morillo
Name: Greg Morillo
Title: Managing Member
Lionbridge GP, LLC
By:_____________________________
Name: Greg Morillo
Title: Managing Member
Lionbridge Asset Management, LLC
By: /s/ Greg Morillo
Name: Greg Morillo
Title: Managing Member
|
Ravenswood Management Company, LLC
By: /s/ Robert E. Robotti
Name: Robert E. Robotti
Title: Managing Director
The Ravenswood Investment Company L.P.
By: Ravenswood Management Company, LLC, its General Partner
By: /s/ Robert E. Robotti
Name: Robert E. Robotti
Title: Managing Director
Ravenswood Investments III, L.P.
By: Ravenswood Management Company, LLC, its General Partner
By: /s/ Robert E. Robotti
Name: Robert E. Robotti
Title: Managing Director
Robotti & Company Advisors, LLC
By: /s/ Robert E. Robotti
Name: Robert E. Robotti
Title: President and Treasurer
Robotti Securities, LLC
By: /s/ Robert E. Robotti
Name: Robert E. Robotti
Title: President and Treasurer
Robotti & Company, Incorporated
By: /s/ Robert E. Robotti
Name: Robert E. Robotti
Title: President and Treasurer
|
Winthrop Realty Partners, L.P.
By: /s/ Michael L. Ashner
Name: Michael L. Ashner
Title: Chief Executive Officer
|
Individuals:
/s/ Greg Morillo
Greg Morillo
/s/ Robert E. Robotti
Robert E. Robotti
/s/ Thomas D. Ferguson
Thomas D. Ferguson
/s/ Mark C. Gelnaw
Mark C. Gelnaw
/s/ Raymond V. Marino II
Raymond V. Marino II
/s/ John S. Moran
John S. Moran
/s/ Michael L. Ashner
Michael L. Ashner
|
Name:
|
Robert E. Robotti
|
|
(Director, President, Treasurer)
|
||
Citizenship
|
U.S.A.
|
|
Principal Occupation:
|
President and Treasurer, Robotti & Company, Incorporated,
Robotti & Company Advisors, LLC, and Robotti Securities, LLC
|
|
Business Address:
|
60 East 42nd Street, Suite 3100, New York, New York 10165
|
|
Name:
|
Nancy Seklir
|
|
(Director)
|
||
Citizenship:
|
U.S.A.
|
|
Principal Occupation:
|
Retired
|
|
Business Address:
|
c/o Robotti & Company, Incorporated
60 East 42nd Street, Suite 3100, New York, New York 10165 |
|
Name:
|
Kenneth R. Wasiak
|
|
(Director)
|
||
Citizenship
|
U.S.A.
|
|
Principal Occupation:
|
Retired
|
|
Business Address:
|
104 Gloucester Road, Massapequa, New York 11758
|
|
Name:
|
Suzanne Robotti
|
|
(Director)
|
||
Citizenship
|
U.S.A.
|
|
Principal Occupation:
|
Founder, Medshadow Foundation
|
|
Business Address:
|
60 East 42nd Street, Suite 3100, New York, New York 10165
|
|
Name:
|
Erwin Mevorah
|
|
(Vice President, Secretary)
|
||
Citizenship
|
U.S.A.
|
|
Principal Occupation:
|
Vice President and Secretary, Robotti & Company, Incorporated,
Robotti & Company Advisors, LLC, and Robotti Securities, LLC
|
|
Business Address:
|
60 East 42nd Street, Suite 3100, New York, New York 10165
|
|
Where and How Transaction Effected
|
Amount of Securities
Purchased/(Sold)
|
Price Per Share
|
Date of
Purchase/Sale
|
Open Market Transaction
|
5,565
|
$11.51466
|
4/23/2021
|
Open Market Transaction
|
14,052
|
$11.95681
|
4/26/2021
|
Open Market Transaction
|
10,000
|
$11.95960
|
4/27/2021
|
Open Market Transaction
|
10,000
|
$11.63790
|
4/28/2021
|
Open Market Transaction
|
9,689
|
$11.36950
|
4/29/2021
|
Open Market Transaction
|
20,000
|
$11.14450
|
4/30/2021
|
Open Market Transaction
|
14,900
|
$11.34100
|
5/3/2021
|
Open Market Transaction
|
6,130
|
$11.32840
|
5/4/2021
|
Open Market Transaction
|
4,000
|
$10.67350
|
5/5/2021
|
Open Market Transaction
|
5,000
|
$10.44660
|
5/6/2021
|
Open Market Transaction
|
4,000
|
$10.45690
|
5/7/2021
|
Open Market Transaction
|
6,000
|
$10.56010
|
5/10/2021
|
Open Market Transaction
|
7,500
|
$10.66750
|
5/11/2021
|
Open Market Transaction
|
7,500
|
$10.57900
|
5/13/2021
|
Open Market Transaction
|
7,500
|
$11.28610
|
5/14/2021
|
Open Market Transaction
|
5,500
|
$11.17220
|
5/17/2021
|
Open Market Transaction
|
4,140
|
$11.36010
|
5/18/2021
|
Open Market Transaction
|
7,500
|
$11.40220
|
5/19/2021
|
Lionbridge Capital I, LP
|
|
By: Lionbridge Capital GP, LLC, its
|
|
General Partner
|
|
|
|
By:
|
/s/ Gregory Morillo
|
Name: Gregory Morillo
|
|
Title: Managing Member
|
|
|
|
|
|
Lionbridge Capital, LP
|
|
By: Lionbridge GP, LLC, its
|
|
General Partner
|
|
|
|
|
|
By:
|
/s/ Gregory Morillo
|
Name: Gregory Morillo
|
|
Title: Managing Member
|
|
|
|
|
|
Lionbridge Capital GP, LLC
|
|
|
|
By:
|
/s/ Gregory Morillo
|
Name: Gregory Morillo
|
|
Title: Managing Member
|
|
|
|
|
|
Lionbridge GP, LLC
|
|
|
|
By:
|
/s/ Gregory Morillo
|
Name: Gregory Morillo
|
|
Title: Managing Member
|
|
|
|
Lionbridge Asset Management, LLC
|
|
|
|
|
|
|
|
By:
|
/s/ Gregory Morillo
|
Name: Gregory Morillo
|
|
Title: Managing Member
|
|
Ravenswood Management Company, L.L.C.
|
|
|
|
By:
|
/s/ Robert E. Robotti
|
Name: Robert E. Robotti
|
|
Title: President and Treasurer
|
|
|
|
The Ravenswood Investment Company, L.P.
|
|
By: Ravenswood Management Company, L.L.C., its General Partner
|
|
|
|
|
|
By:
|
/s/ Robert E. Robotti
|
Name: Robert E. Robotti
|
|
Title: Managing Member
|
|
|
|
|
|
Ravenswood Investments III, L.P.
|
|
By: Ravenswood Management Company, L.L.C., its General Partner
|
|
|
|
|
|
By:
|
/s/ Robert E. Robotti
|
Name: Robert E. Robotti
|
|
Title: Managing Member
|
|
|
|
|
|
Robotti & Company Advisors, LLC
|
|
|
|
By:
|
/s/ Robert E. Robotti
|
Name: Robert E. Robotti
|
|
Title: President and Treasurer
|
|
|
|
Robotti Securities, LLC
|
|
|
|
By:
|
/s/ Robert E. Robotti
|
Name: Robert E. Robotti
|
|
Title: President and Treasurer
|
|
|
|
Robotti & Company, Incorporated
|
|
|
|
By:
|
/s/ Robert E. Robotti
|
Name: Robert E. Robotti
|
|
Title: President and Treasurer
|
|
Winthrop Realty Partners, L.P.
|
|
|
|
By:
|
/s/ Michael L. Ashner
|
Name: Michael L. Ashner
|
|
Title: Chief Executive Officer
|
Individuals:
|
|
/s/ Gregory Morillo
|
Gregory Morillo
|
|
/s/ Robert E. Robotti
|
Robert E. Robotti
|
|
/s/ Thomas D. Ferguson
|
Thomas D. Ferguson
|
|
/s/ Mark C. Gelnaw
|
Mark C. Gelnaw
|
|
/s/ Raymond V. Marino II
|
Raymond V. Marino II
|
|
/s/ John S. Moran
|
John S. Moran
|
/s/ Michael L. Ashner
|
Michael L. Ashner
|
1.
|
Review and address all third-party contracts and other agreements
|
•
|
Confirm the portfolio is being properly managed by qualified real estate professionals with an appropriate fee structure.
|
•
|
Address “change of control” considerations. Given the over-secured nature of the Company’s existing credit facilities, we believe CIM, in accordance with its fiduciary duties, can secure appropriate
waivers. In the unlikely event such waivers are not obtained, Walker and Dunlop has provided us with a "highly confident" letter indicating that it can arrange necessary financing to repay, in full, amounts due and payable under CMCT’s
current financing agreements.
|
2.
|
Address excessive overhead by negotiating the termination of existing service agreements and transitioning management of CMCT to effect significant cost savings
|
•
|
Winthrop has provided us an initial term sheet (see Appendix hereto) to manage CMCT's existing assets and operations, including public company accounting and reporting functions, at over 60% savings, which
provides the board with maximum flexibility, as the proposal is terminable by independent directors on 30 days’ notice. This allows an immediate benefit to stockholders, while also allowing the board to continue to study the best path
forward for the Company and its stockholders.
|
•
|
Fee is strictly based on a percentage of the fair value of the assets managed plus reimbursement of third party overhead (i.e., accounting, D&O insurance, legal, annual audit etc.).
|
•
|
Winthrop receives no commissions or incentive fees on the sale of any assets, termination penalty or any other transaction fees.
|
•
|
In the event of a sale of one or more assets, neither Winthrop nor its affiliates will seek to acquire any interest in the assets to be sold.
|
3.
|
Form a strategic review committee comprised of independent directors to evaluate all strategic alternatives available to the Company, including but not limited to a substantial sale of assets, merger,
sale of the Company or liquidation
|
•
|
Conduct a comprehensive portfolio review of all assets and implications (e.g., tax, etc.) of selling each property.
|
•
|
If determined to be in the best interests of stockholders, engage qualified real estate brokers to initiate a robust, independent, and competitive sales process, enabling the Board to ascertain fair market
value for each asset and/or the Company as a whole.
|
•
|
In the event a plan of liquidation is proposed, strategic review committee shall determine an appropriate sales timeline for each asset and range of acceptable values as well as an appropriate transition and
disposition plan for the lending business.
|
•
|
Advise stockholders of the results of the review in a timely manner and rationale for action taken.
|
•
|
Most recently, the disclosure that the Company would be delaying its Annual Meeting appeared in a single line item on page 45 of its first quarter 10-Q filed on May 10, 2021 with no explanation provided. A
simultaneous earnings press release containing management commentary on the quarter’s highlights makes no reference to this development. Instead, the messaging focused on acquisition efforts and even represented that “our flexible
capital allows us to minimize risk for our stockholders,” a comment which we believe misrepresents the Company’s true financial flexibility.
|
|
One of the many shortcomings of CMCT is its capital-constrained balance sheet. All of its handful of assets are encumbered by debt, and its credit facilities have remaining availability of less than $35 million3—an
amount, in our view, wholly insufficient to fund the significant capital expenditures required to harvest full value from its portfolio and to fund development projects, let alone meaningful acquisitions. CMCT is reporting negative FFO
and is essentially borrowing money through the preferred stock issuance program to fund fees due to CIM Group. It is inexplicable to us that the CEO would tout the Company’s financial strength given its cash flow constraints and the
fact that total leverage exceeds 65% of gross assets, at fair value, well in excess of its own targets4 and double the leverage levels of its peer group.5 We believe there is virtually no flexibility in the
Company’s capital structure to grow other than by transactions that will be dilutive to current stockholders given the Company’s persistent share discount.
|
•
|
On February 11, 2021, CMCT filed a Form 8-K for the principal purpose of disclosing the appointment of a director, but also for three “Other Events,” the last of which referred to an “announcement” of a new
preliminary estimate of NAV. The range of the new estimate reflected a decline of 21–23% from previous estimates. It is highly concerning that a decline of this magnitude in estimated NAV would be buried in an 8-K filing highlighting
unrelated business and not the subject of a dedicated press release or even special conference call along with a detailed explanation.
|
•
|
In its first quarter earnings release, CMCT noted, “In 2019, we sold nearly $1 billion of largely stabilized assets and paid a $42 per share special dividend in order to
realize the value that we created in the portfolio [emphasis added].” In doing so, it continues to portray this asset-sale program and special dividend as discretionary capital allocation moves made in response to strong markets
and emblematic of CIM’s willingness to return capital to stockholders. As discussed in our January 13th letter, based on firsthand accounts from CIM’s partners in CIM Urban REIT, CMCT’s predecessor, we believe the asset sales and return
of capital were being demanded by the partners, and were not what CIM Group was otherwise inclined to do.
|
•
|
Despite its self-described transition from a private fund to a “high-quality public REIT,” CMCT has never held a conference call with stockholders despite this being standard practice among all its peers.
|
Existing (CIM Group Administration)
|
First Winthrop Corp
(“Winthrop”) Proposal
|
|
Term:
|
Perpetual term
|
If an ongoing basis, a one-year term with six-month renewals unless terminated by the Company on 30 days’ notice. If subject to a plan of liquidation, an 8-month term, automatically renewed for three-month
periods unless terminated by the Company upon 30 days’ notice.
|
Termination:
|
Neither the Master Services Agreement nor the Investment Management Agreement may be terminated by us (except in limited circumstances for cause in the case of the Master Services Agreement)
|
Yes at: (i) expiration of then current term; (ii) without cause and without penalty upon 60 day notice; (iii) for Good Reason with 45 day notice; (iv) upon change in control or (v) by the independent
directors of the company with Cause.
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Termination Fee:
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None specified
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None
|
Asset Management Fee:
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Tiered asset management fee based on fair value of real properties and associated assets of CMCT.
|
Fixed quarterly fee percentage of 0.10% on fair value of real properties and associated assets of CMCT.
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Fair Value of CMCT assets
|
||
From Greater of
|
To and Including
|
Quarterly Fee
Percentage
|
$ -
|
$ 500,000
|
0.2500%
|
$ 500,000
|
$ 1,000,000
|
0.2375%
|
$ 1,000,000
|
$ 1,500,000
|
0.2250%
|
$ 1,500,000
|
$ 4,000,000
|
0.2125%
|
$ 4,000,000
|
$ 20,000,000
|
0.1000%
|
Estimated Asset Management Fee:
|
$9,043,000.001
|
$3,807,000.001
|
1. Fair value of CMCT assets equal to $951.9M based on “Investments in real estate – at
fair value” and “Loans Receivable – at fair value” as disclosed in Estimated Net Asset Value as of 12/31/20. Source: March 2021 Investor Presentation.
|
Other Corporate Overhead
|
||
- General and Administrative
|
Includes public company expenses, legal, accounting, tax preparation, and G&A associated with lending segment.
2020 Actual: $6,772,000.00
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Includes the following estimated third party expenses and costs that are not covered by Asset Management Fee (above):
• Accounting: $1MM
• Legal/Audit: $400K
• Director Compensation: $400K
• D&O Insurance: $400K
• Other third party Public Company Costs: $800K
• No expense reimbursement for overhead
• No incentive fee
• No set up fee costs
|
- Corporate Expense Reimbursements
|
Pursuant to the terms of the amended Master Services Agreement, CIM Service Provider, LLC (the “Administrator”) receives compensation and or reimbursement for services such as accounting, tax, reporting,
internal audit, legal, compliance, risk management, IT, human resources, corporate communications and on-going support in connection with the Company’s offering of Preferred Stock.
2020 Actual: $2,243,000.002
|
|
- Incentive Fee
|
CMCT permanently eliminated its $1.1 million annual base service fee and replaced it with an incentive fee, which is equal to 15% of CMCT’s quarterly core funds from operations in excess of a quarterly
threshold of 1.75% (i.e. 7% on an annualized basis) of CMCT’s average adjusted common stockholders’ equity.
|
|
No incentive expected through 20213
|
||
Total Other Corporate Overhead:
|
Approx. $9,000,000
|
Approx. $3,000,000
|
Total Cost (2)(3)
|
Approx. $18,043,000
|
Approx. $6,807,000
|
Annual Asset Management + Other Corporate Overhead savings under Winthrop’s administration
|
Approx. $11,236,000
|
|
Per-share annual savings
|
Approx. $0.76
|
|
2. Equal to 2020 Expense reimbursements to related
parties-corporate
3. According to Company disclosures.
|
||
2020 Actual Costs Incurred
|
Estimate of fees to Winthrop
|
|
Property Management Fees
|
$1,670,000.00
|
Market Rates
|
Onsite Management and Other Cost Reimbursement
|
$3,356,000.00
|
Market Rates
|
Leasing Commissions
|
$112,000.00
|
None
|
Construction management fees
|
$344,000.00
|
Market Rates
|
Property Disposition Fees
|
Undisclosed
|
None
|
Acquisition Fees:
|
Undisclosed
|
None
|
Financing Fee:
|
Undisclosed
|
None
|
Lending Segment Expenses
|
$3,491,000.00
|
Will operate at cost
|