CRA/LA, A DESIGNATED LOCAL AUTHORITY (Successor Agency to the Community Redevelopment Agency of the City of Los Angeles, CA) M E M O R A N D U M

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1 CRA/LA, A DESIGNATED LOCAL AUTHORITY (Successor Agency to the Community Redevelopment Agency of the City of Los Angeles, CA) M E M O R A N D U M 4 DATE: NOVEMBER 3, 2016 TO: FROM: STAFF: SUBJECT: GOVERNING BOARD STEVE VALENZUELA, CHIEF EXECUTIVE OFFICER BARRON MCCOY, CHIEF OPERATING OFFICER DANIEL KAHN, SR. REAL ESTATE DEVELOPMENT AGENT SALE OF REAL PROPERTY. Approval of Purchase and Sale Agreements with various entities for the disposition of Real Property identified as Asset ID Nos. 161 and 167 in the Long Range Property Management Plan for a total combined purchase price of $103,430,000. RECOMMENDATION That the Governing Board, subject to Oversight Board approval, approve Purchase and Sale Agreements for the disposition of the real property assets identified below, and authorize the Chief Executive Officer ( CEO ) to execute all documents necessary to take the following actions: 1. Sell the property identified as Asset ID No. 161 ( One California Plaza ), located at 300 S. Grand Avenue, to Maguire Properties One Cal Plaza, LLC or assignee for Thirty Three Million Four Hundred Thirty Thousand Dollars ($33,430,000); and, 2. Sell the property identified as Asset ID No. 167 ( Two California Plaza ), located at 350 S. Grand Avenue, to 350 South Grand Avenue (LA) Owner, LLC or assignee for Seventy Million Dollars ($70,000,000). SUMMARY Approval of the recommended actions would continue the implementation of the Long Range Property Management Plan ( LRPMP ). Each of these assets was marketed for sale by Cushman & Wakefield ( Cushman ). If approved, escrow on these assets is expected to close within 30 days following approval by the Oversight Board. The buyers of these assets are current lessees and have exercised contractual rights of first refusal provided in their existing ground leases. Each of the buyers matched the best and final offer submitted by the highest third-party bidder for the respective asset. Asset ID No. 161 Asset ID No. 161 consists of the leased fee interest underlying One California Plaza. Maguire Properties One Cal Plaza, LLC ( Tenant ) is exercising its Right of First Refusal ( ROFR ) to purchase the leased fee interest pursuant to the Lease of Phase 1A ( Lease ) entered into by the Tenant s predecessor-in-interest and the Former Agency ( Lessor ) on August 26, The Lease provides that, if at any time, the Lessor receives a bona fide offer from a prospective buyer that is acceptable to the Lessor, the Lessor will submit written notice of the offer to the

2 LRPMP Disposition of For Sale Assets PAGE 2 Tenant together with a copy of the offer. The Tenant then has 60 days following the notice to exercise its right to match the offer for the purchase of the asset on the same terms agreed upon by the Lessor and the prospective buyer. CRA/LA received seven (7) bids for the asset, with the highest bid in the amount of $33,430,000. Pursuant to the Lease, CRA/LA sent the offer to the Tenant, and the Tenant exercised its option to purchase the property by matching the high bid offered. The asset is encumbered by a Reciprocal Easement Agreement ( REA ). Among other things, the REA provides for assessments that sustain a cultural venue and entertainment programming at California Plaza. As was the case in the sale of the land underlying the OMNI Hotel, the One California Plaza Purchase and Sale Agreement and Grant Deed ensure this important public benefit continues through the remaining 66-year term of the REA. Asset ID No. 167 Asset ID No. 167 consists of the leased fee interest underlying Two California Plaza. 350 South Grand Avenue (LA) Owner, LLC ( Tenant ) is exercising its Right of First Refusal ( ROFR ) to purchase the leased fee interest pursuant to the Lease of Phase 2A ( Lease ) entered into by the Tenant s predecessor-in-interest and the Former Agency ( Lessor ) on July 25, The Lease provides that, if at any time, the Lessor receives a bona fide offer from a prospective buyer that is acceptable to the Lessor, the Lessor will submit written notice of the offer to the Tenant together with a copy of the offer. The Tenant then has 60 days following the notice to exercise its right to match the offer for the purchase of the asset on the same terms agreed upon by the Lessor and the prospective buyer. CRA/LA received six (6) bids for the asset, with the highest bid in the amount of $70,000,000. Pursuant to the Lease, CRA/LA sent the offer to the Tenant, and the Tenant exercised its option to purchase the property by matching the high bid offered. The asset is encumbered by a Reciprocal Easement Agreement ( REA ). Among other things, the REA provides for assessments that sustain a cultural venue and entertainment programming at California Plaza. As was the case in the sale of the land underlying the OMNI Hotel, the Two California Plaza Purchase and Sale Agreement and Grant Deed ensure this important public benefit continues through the remaining 66-year term of the REA. Staff recommends that the Governing Board approve each Purchase and Sale Agreement and authorize the CEO to execute all documents necessary to sell the assets to the entities for the amounts listed. A summary of key terms of each transaction is included as Attachment A. Staff s recommendation anticipates that one or more of the selected bidders will request to assign its rights under its Purchase and Sale Agreement to a related entity. PREVIOUS ACTIONS October 7, 2014 Subsequent to Governing Board and Oversight Board approval, DOF approved the Long Range Property Management Plan that included these For Sale assets. DISCUSSION & BACKGROUND DOF approved the LRPMP on October 7, 2014, including disposition of real property assets in the For Sale category. These assets include fee interests (unencumbered), fee interests

3 LRPMP Disposition of For Sale Assets PAGE 3 subject to leases with an assignment of leasehold interests, air rights, and covenants/easements. Some of the real property assets are irregularly-sized or remnant parcels that staff knew in advance would require active marketing efforts. As previously discussed and noted in the approved LRPMP, assets to be sold are generally not appraised as part of the disposition process. With few exceptions, each asset s fair market value is determined by the marketplace via a competitive bid process. MARKETING PROGRAM CRA/LA hired Cushman to serve as its exclusive broker for the marketing of the For Sale assets, and authorized the marketing of 50 real property assets. To accomplish this, Cushman developed a multi-pronged global marketing program that comprised time-tested strategies (e.g., posting a conspicuous for sale sign on each property, sending fliers and specialized brochures to known real estate investors and brokers, etc.). To prepare the property-specific fliers, Cushman photographed each asset so as to feature the asset in its property-specific flier. The fliers were then ed to investors and interested parties and, in many cases, handdelivered to property owners adjacent to the for-sale asset. In addition, Cushman recommended the use of a customized bid website as an additional marketing strategy. Staff concurred that a website would provide additional transparency to the disposition process and would further expose the assets to interested buyers and other parties. The website was more than an electronic billboard. It was designed to provide important disclosures to buyers (e.g., environmental conditions reports, preliminary title reports, etc.) as well as a form of purchase and sale agreement. CRA/LA staff spent a considerable amount of time with CRA/LA legal counsel and Oversight Board legal counsel to develop a sales agreement that seeks to eliminate or reduce the need to negotiate custom agreements for each transaction. Through this process, buyers and their representatives were afforded the opportunity to conduct pre-bid due diligence, which was expected to lead to a higher number of strong offers and shortened closing periods. The Cushman website also was designed to accept confidential information from buyers, including financial documents to substantiate a buyer s ability to deliver the funds required to close escrow. Some noteworthy metrics pertaining to CRA/LA Asset IDs Nos. 161 and 167: Marketing of CRA/LA Asset ID Nos. 161 and 167 commenced on June 6, Cushman issued blasts to over 7,800 individuals/entities. Cushman included a link to a 66-page offering memoranda in the blasts. Cushman s website received approximately 2,700 unique hits; and Cushman conducted over 300 telephone calls with interested parties. BID RESULTS On July 12, 2016, Cushman received seven bids on CRA/LA Asset ID No. 161 and six bids on CRA/LA Asset ID No To maximize the sales prices on assets, and at the direction of the Oversight Board, Staff instructed Cushman to solicit best and final offers on all assets for which multiple bids were received. The best and final offers were due on July 20, Cushman s customized bid procedures required bidders to enter their bid on a secure website, together with confidential bidder financial information (i.e., bank statements and/or financials), evidencing the bidder s financial capacity to (a) make the required 10% good faith deposit within 48 hours of full execution of a purchase and sale agreement and (b) deposit the balance of the

4 LRPMP Disposition of For Sale Assets PAGE 4 sales price into escrow by the closing date. Cushman reviewed each bidder s financial information and any conditions of sale, including any contingencies which could delay the sale (e.g., request for due diligence, purchase subject to appraisal or financing, etc.). Cushman considered this information and, in its professional judgment, determined whether bidders were qualified buyers and ready and able to purchase the relevant asset. All qualified bidders were then ranked in order of bid price and reviewed with CRA/LA management. On October 28, 2016, CRA/LA posted a 10-Day Notice of the proposed sales in compliance with Health & Safety Code Section 34181(f). SOURCE OF FUNDS No funding is being requested for this item. ROPS AND ADMINISTRATIVE BUDGET IMPACT There is no ROPS impact anticipated with this action. Net Sales Proceeds: There will be certain costs deducted from the gross sales prices, including broker commissions and closing costs. All net sales proceeds received from escrow will be deposited in the Successor Agency s Community Redevelopment Property Trust Fund, and both the approved LRPMP and state law provide that the net sales proceeds are available to pay enforceable obligations. The Successor Agency will call on these net sales proceeds and Other Funds, as available, prior to requesting RPTTF through the ROPS process to pay enforceable obligations. Broker Commissions: The listing agreement with Cushman provides for payment of commissions, based on a negotiated rate schedule (shown below). The recommended transactions will result in Cushman earning commissions (as shown below in the Earned Commission table and in Attachment A), that will be paid to them through escrow from the respective asset s gross sales proceeds. Asset Sales Price Commission Schedule $2.0 million and above 1.0% of Sales Price $1.0 million to $1.999 million 1.5% of Sales Price $250,000 to $999, % of Sales Price $10,000 to $249, % of Sales Price Under $10,000 $1,500 Air Rights $50,000 each Asset ID No. Asset Sales Price Commission Earned 161 $33,430,000 $334, $70,000,000 $700,000 Total $1,034,300

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6 Attachment A Transaction Summary Asset ID No. Location S. Grand Avenue S. Grand Avenue No. of Bids Received Project Area Bid Amount Broker Commission Highest Bid Buyer 7 Bunker Hill $33,430,000 $334,300 Yes* Maguire Properties - One Cal Plaza, LLC 6 Bunker Hill $70,000,000 $700,000 Yes* 350 South Grand Avenue (LA) Owner, LLC Total $103,430,000 $1,034,300 *Note: Per the Rights of First Refusal provision in the Lease, the Tenant matched the highest bid submitted by a Third Party.

7 ATTACHMENT B Asset-Specific Term Sheets, Maps and Executed Purchase and Sale Agreements Asset ID #161 Asset ID #167