0001503707-15-000057.txt : 20150605 0001503707-15-000057.hdr.sgml : 20150605 20150605162616 ACCESSION NUMBER: 0001503707-15-000057 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20150601 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Completion of Acquisition or Disposition of Assets ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20150605 DATE AS OF CHANGE: 20150605 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NorthStar Healthcare Income, Inc. CENTRAL INDEX KEY: 0001503707 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 273663988 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-55190 FILM NUMBER: 15916225 BUSINESS ADDRESS: STREET 1: 399 PARK AVENUE STREET 2: 18TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-547-2600 MAIL ADDRESS: STREET 1: 399 PARK AVENUE STREET 2: 18TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 FORMER COMPANY: FORMER CONFORMED NAME: NorthStar Healthcare Income Trust, Inc. DATE OF NAME CHANGE: 20120404 FORMER COMPANY: FORMER CONFORMED NAME: NorthStar Senior Care Trust, Inc. DATE OF NAME CHANGE: 20101119 FORMER COMPANY: FORMER CONFORMED NAME: NorthStar Healthcare Trust, Inc. DATE OF NAME CHANGE: 20101018 8-K 1 nshi-8xkfountainsclosing61.htm 8-K NSHI - 8-K (Fountains Closing 6.1.2015)


 
UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
 
 
FORM 8-K
 
 
CURRENT REPORT
 
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported): June 1, 2015
 
 
NorthStar Healthcare Income, Inc.
(Exact name of registrant as specified in its charter)
 
 
Maryland
 (State or other jurisdiction
of incorporation)
 
000-55190
(Commission File
Number)
 
27-3663988
(I.R.S. Employer
Identification No.)

399 Park Avenue, 18th Floor, New York, NY
 
10022
(Address of principal executive offices)
 
(Zip Code)
 
(212) 547-2600
(Registrant’s telephone number, including area code)
 
N/A
(Former name or former address, if changed since last report.)
 
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
 
o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o                                    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o                                    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 

Item 1.01. Entry into a Material Definitive Agreement.
The information set forth under Item 2.01 below related to PSA Amendment No. 5 (as defined below) is incorporated by reference into this Item 1.01.
Item 2.01. Completion of Acquisition or Disposition of Assets.
On June 1, 2015, NorthStar Healthcare Income, Inc. (“NorthStar Healthcare”) completed the acquisition (the “Acquisition”) of a $639.3 million portfolio (the “Portfolio”) of 15 continuing care retirement communities (“CCRCs”) from subsidiaries of Fountains Senior Living Holdings, LLC, an investment vehicle sponsored by Arcapita (collectively, the “Sellers”). NorthStar Healthcare invested approximately $225.1 million of equity, plus closing costs, with proceeds from its public offerings of common stock.
The facilities comprising the Portfolio consist of nine rental CCRCs (the “Rental Properties”) and six entrance fee CCRCs (the “Entrance Fee Properties”), as well as 23 contracted life estate units, with approximately 3,637 units located in 11 states with the largest concentrations in New York, California, Florida and Michigan. In connection with the Acquisition, the Entrance Fee Properties were purchased by wholly-owned subsidiaries of NorthStar Healthcare and were leased to affiliates of The Freshwater Group, Inc. (“Freshwater”) pursuant to a master net lease. The Rental Properties were purchased by a joint venture (the “Joint Venture”) between a subsidiary of NorthStar Healthcare and an affiliate of Freshwater, which own 97% and 3%, respectively, of the ownership interests in the Joint Venture, and will be operated by an affiliate of Freshwater pursuant to long-term management agreements under a RIDEA structure.
As of March 31, 2015, the Portfolio’s overall resident occupancy was approximately 85%. Watermark Retirement Communities, Inc., a national operator of senior living facilities and an affiliate of Freshwater, has historically been, and will continue as, the day-to-day operator of the Portfolio.
In connection with the Acquisition, certain direct or indirect subsidiaries of NorthStar Healthcare and the Joint Venture (each, a “Borrower”) obtained 15 separate non-recourse loans, subject to certain cross-collateralization arrangements, through Freddie Mac’s Multifamily-Seniors Housing Loan Program (each, a “Loan”), each with a fixed interest rate of 3.92% and a term of seven years, for an aggregate principal amount of approximately $410 million. Although recourse for repayment of each Loan is generally limited to the Borrowers’ respective assets, NorthStar Healthcare Income Operating Partnership, LP (“NorthStar Healthcare Operating Partnership”) provided a “non-recourse carveout” guaranty with respect to the Entrance Fee Properties and certain individuals affiliated with Freshwater provided a “non-recourse carveout” guaranty with respect to the Rental Properties (and each of NorthStar Healthcare Operating Partnership and certain individuals and trusts affiliated with Freshwater will indemnify the other party, subject to certain limited exceptions, for liability caused by or otherwise attributable to its or their actions or wrongful omissions in connection with such “non-recourse carveout” guarantees).
Pursuant to the limited liability company agreement of the Joint Venture (the “JV Agreement”), NorthStar Healthcare is the manager and controls the Joint Venture’s business and affairs, subject to Freshwater’s consent with respect to certain major decisions. Under the terms of the JV Agreement, subject to satisfaction of certain return thresholds being satisfied, all distributions of net operating cash flow will be made to NorthStar Healthcare and to Freshwater on a pro rata basis in accordance with each party’s percentage interest in the Joint Venture. Distributions of capital and other proceeds are based on certain performance thresholds in accordance with the JV Agreement. The JV Agreement also contains customary forced sale, buy-sell and other liquidity provisions.
In connection with the Acquisition, a subsidiary of NorthStar Healthcare Operating Partnership (“Purchaser”), the Joint Venture and Sellers entered into an amendment to the Purchase and Sale Agreement and Joint Escrow Instructions on June 1, 2015 (“PSA Amendment No. 5”) in order to, among other things, modify certain closing credits related to certain amounts payable to Purchaser that were not otherwise ascertainable upon the closing of the Acquisition as well as to assign the right to purchase the Rental Properties to the Joint Venture.
The foregoing description of PSA Amendment No. 5 does not purport to be complete and is subject to, and qualified in its entirety by, PSA Amendment No. 5 that is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. The foregoing description of the JV Agreement does not purport to be complete and is subject to, and qualified in its entirety by, reference to the full text of the JV Agreement filed as Exhibit 10.6 to NorthStar Healthcare’s Current Report on Form 8-K, filed with the Securities and Exchange Commission (the “SEC”) on April 15, 2015.
Item 9.01. Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired.
If applicable, the required financial statements for the transaction described in Item 2.01 above will be filed under cover of a Form 8-K/A as soon as practicable and no later than 71 days after the date on which this initial Current Report on Form 8-K is required to be filed.
(b) Pro Forma Financial Information.
If applicable, the required pro forma financial information for the transaction described in Item 2.01 above will be filed under cover of a Form 8-K/A as soon as practicable and no later than 71 days after the date on which this initial Current Report on Form 8-K is required to be filed.
(d) Exhibits.
Exhibit Number
Description
10.1
Partial Assignment and Assumption of, and Fifth Amendment to, Purchase and Sale Agreement and Joint Escrow Instructions, dated as of June 1, 2015, by and among the sellers identified therein, Fountains Portfolio Owner, LLC and Watermark Fountains Owner, LLC.
Safe Harbor Statement
This Current Report on Form 8-K contains certain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements are generally identifiable by use of forward-looking terminology such as “will,” “expects,” “intends” or other similar words or expressions. These statements are based on NorthStar Healthcare’s current expectations and beliefs and are subject to a number of trends and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements; NorthStar Healthcare can give no assurance that its expectations will be attained. Forward-looking statements are necessarily speculative in nature, and it can be expected that some or all of the assumptions underlying any forward-looking statements will not materialize or will vary significantly from actual results. Variations of assumptions and results may be material. Factors that could cause actual results to differ materially from NorthStar Healthcare’s expectations include, but are not limited to, NorthStar Healthcare’s ability to realize the anticipated benefits of the Joint Venture with Freshwater; the ability of NorthStar Healthcare to achieve its targeted returns through the Joint Venture; the ability of Watermark Retirement Communities, Inc. to successfully manage the Portfolio; the Borrowers’ ability to comply with the terms of the Loans; the impact to NorthStar Healthcare of any actions taken by Freshwater regarding the Joint Venture; the impact of any losses from properties in the Portfolio on cash flow and returns; market rental rates and property level cash flow; changes in economic conditions generally and the real estate and debt markets specifically; the impact of local economies; the availability of investment opportunities; the availability of capital; the ability to achieve targeted returns; changes to generally accepted accounting principles; policies and rules applicable to real estate investment trusts; and the factors described in Part I, Item 1A of NorthStar Healthcare’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014 and in its other filings with the SEC. The foregoing list of factors is not exhaustive. All forward-looking statements included in this Current Report on Form 8-K are based upon information available to NorthStar Healthcare on the date of this report and NorthStar Healthcare is under no duty to update any of the forward-looking statements after the date of this report to conform these statements to actual results.



SIGNATURE
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
 
NorthStar Healthcare Income, Inc.
 
 
 
 
Date: June 5, 2015
By:
/s/ Ronald J. Lieberman
 
 
Ronald J. Lieberman
 
 
Executive Vice President, General Counsel and Secretary

EXHIBIT INDEX
Exhibit Number
Description
10.1
Partial Assignment and Assumption of, and Fifth Amendment to, Purchase and Sale Agreement and Joint Escrow Instructions, dated as of June 1, 2015, by and among the sellers identified therein, Fountains Portfolio Owner, LLC and Watermark Fountains Owner, LLC.







EX-10.1 2 nshi-8xkfountains612015ex1.htm EXHIBIT 10.1 NSHI - 8-K (Fountains 6.1.2015) EX 10.1


Exhibit 10.1

PARTIAL ASSIGNMENT AND ASSUMPTION OF, AND FIFTH AMENDMENT TO, PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS

THIS PARTIAL ASSIGNMENT AND ASSUMPTION OF, AND FIFTH AMENDMENT TO PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS (this “Amendment” or the “Fifth Amendment”) is made as of this 1st day of June, 2015, by and among the seller entities party hereto (each, individually a “Seller” and collectively the “Sellers”), and FOUNTAINS PORTFOLIO OWNER, LLC, a Delaware limited liability company (“Original Buyer”), and WATERMARK FOUNTAINS OWNER, LLC, a Delaware limited liability company as purchaser (“Watermark Fountains Owner”; from and after the date hereof, Original Buyer and Watermark Fountains Owner are collectively, “Buyer”).

R E C I T A L S:

A.    Seller and Buyer have entered into that certain Purchase and Sale Agreement and Joint Escrow Instructions, dated as of February 18, 2015 (the “Original Agreement”), as amended by an Amendment to Purchase and Sale Agreement and Joint Escrow Instructions dated as of March 25, 2015 (the “First Amendment”), a Second Amendment to Purchase and Sale Agreement and Joint Escrow Instructions dated as of April 1, 2015 (the “Second Amendment”), a Third Amendment to Purchase and Sale Agreement and Joint Escrow Instructions dated as of April 8, 2015 (the “Third Amendment”), and a Fourth Amendment to Purchase and Sale Agreement and Joint Escrow Instructions dated as of April 9, 2015 (the “Fourth Amendment”, and together with the Original Agreement, the First Amendment, the Second Amendment, the Third Amendment and the Fourth Amendment, the “Existing Agreement”), pursuant to which Seller agreed to sell the Properties (as defined in the Agreement), pursuant to and in accordance with the terms of the Agreement.

B.    Pursuant to the Fourth Amendment, a new Section 15.1.17 was added to the Agreement providing for Buyer to receive a credit at Closing against the Purchase Price in an amount equal to the aggregate deposits that are required to be funded by Buyer with any state in connection with obtaining any Required Governmental Approval for any Community (the “Community Deposit Credit”), up to a maximum aggregate credit of Six Million and no/100 Dollars ($6,000,000.00) (the “Maximum Deposit Credit”).

C.    Seller and Buyer have agreed to modify the Existing Agreement in certain respects, all as more particularly set forth in this Amendment.

NOW THEREFORE, for and in consideration of the recitals set forth above and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged and confessed, the parties do hereby agree as follows:

1.Recitals. The foregoing recitals are true and correct and are incorporated herein in their entirety.

2.Construction; Effect of Amendment. This Amendment shall be deemed a part of, but shall take precedence over and supersede any provisions to the contrary contained in the Agreement. Except as specifically modified hereby, all of the provisions of the Agreement which

1




are not in conflict with the terms of this Amendment shall remain in full force and effect. From and after the date hereof, all references in the Existing Agreement and this Amendment to the “Agreement” shall be deemed to refer to the Existing Agreement, as amended by this Amendment.

3.Defined Terms. All initially capitalized terms used in this Amendment shall have the same meaning as set forth in the Existing Agreement unless otherwise provided.
4.Legal Descriptions. The Legal Descriptions attached as Exhibit A to the Existing Agreement for each of the Properties are hereby deleted and replaced in their entirety with Exhibits D-1 through D-22, respectively, attached hereto: (Exhibit D‑1) the Albemarle Property; (Exhibit D-2) the Bellevue Property (Parcel A); (Exhibit D-3) the Bellevue Property (Parcels B and C); (Exhibit D-4) the Bellevue Property (Parcels D and D1); (Exhibit D-5) the Boca Ciega Property; (Exhibit D-6) the Bronson Place Property (Parcels 1 and 3); (Exhibit D-7) the Bronson Place Property (Parcel 2); (Exhibit D-8) the Canterbury Property; (Exhibit D-9) the Carlotta Property; (Exhibit D-10) the Crystal Lake Property (Lot 10); (Exhibit D-11) the Crystal Lake Property (Lots 6, 7, and 11); (Exhibit D‑12) the Franklin Property; (Exhibit D-13) the Greenbriar Property; (Exhibit D-14) the La Cholla Property; (Exhibit D-15) the La Jolla Property; (Exhibit D-16) the Lake Pointe Woods Property; (Exhibit D-17) the Millbrook Property (Parcel A); (Exhibit D-18) the Millbrook Property (Parcel B); (Exhibit D-19) the Millbrook Property (Parcel C); (Exhibit D-20) the RiverVue Property; (Exhibit D-21) the Sea Bluffs Property; and (Exhibit D-22) the Washington House Property.
5.Updated Schedules. Pursuant to Section 9.2 of the Agreement, attached hereto are updates of the following schedules: Schedule 1; Schedule 2; Schedule 2.4; Schedule 2.5; Schedule 2.6; Schedule 2.9; Schedule 4; Schedule 5; Schedule 6; Schedule 6.3; Schedule 7; Schedule 8; Schedule 9; Schedule 9.1; Schedule 9.1.4; Schedule 9.1.9; Schedule 9.1.18; and Schedule 11.1.4. The Parties acknowledge and agree that, except to the extent updated and attached hereto, the Schedules attached to the Existing Agreement remain unchanged.
6.Community Deposit Credit. The Parties acknowledge and agree that the full amount of the Community Deposit Credit will not be ascertainable at Closing due to the fact that some of the Communities will be subject to an interim bridging arrangement as reflected in the applicable Interim Bridging Document for such Community (the “Bridged Communities”). Accordingly, the Parties agree that, notwithstanding anything to the contrary set forth in Section 15.1.17 to the Agreement, at Closing: (a) Buyer shall receive a credit (if any) for the aggregate deposits that are required to be funded by Buyer with any state in connection with obtaining any Required Governmental Approval for those Communities that are not Bridged Communities; and (b) any remaining amount of the Community Deposit Credit after the application of such credits pursuant to the foregoing clause (a) (if any), and (b) shall be retained in Escrow pursuant to the Holdback Agreement until the earlier of (i) such time as the Interim Bridging Documents for all of the Bridged Communities have been terminated, or (ii) the Community Deposit Credit has been fully depleted as provided herein. As and when an Interim Bridging Document for a Bridged Community is terminated, Buyer shall be entitled to a receive from the Escrow an amount equal to the aggregate deposit that is required to be funded by Buyer with the applicable state where such Bridged Community is located in connection with obtaining any Required Governmental Approval for such Bridged Community, up to the remaining amount of the Community Deposit Credit then remaining in the Escrow, and Escrow Holder shall release such amount from the Escrow as directed by Buyer. Any balance remaining in the Escrow attributable to the Community Deposit Credit after the termination of the last Interim Bridging Document shall be disbursed to Seller.

2




7.Proration True-Up for Bridged Communities. Notwithstanding anything to the contrary contained in the Existing Agreement (including, without limitation, the Survival Period and the provisions of Section 15.3 thereof), the Parties acknowledge and agree that, within thirty (30) days after each Interim Bridging Document for a Bridged Community is terminated, the Parties shall determine the net operating income (or loss) for such Bridged Community for the period of the term of the applicable Interim Bridging Document. The Parties shall determine such net operating income (or loss) utilizing the same accounting methods and practices as utilized at such Bridged Community immediately prior to the Closing. If the aggregate amount paid by the “Lessee” as “rent” under the applicable Interim Bridging Document is greater than the net operating income (or loss) for such Bridged Community (the “Lessee Overpayment”), then Lessor shall, within thirty (30) days after such amount is calculated, pay to Lessee an amount equal to the Lessee Overpayment. If the aggregate amount paid by the “Lessee” as “rent” under the applicable Interim Bridging Document is less than the net operating income (or loss) for such Bridged Community (the “Lessee Underpayment”), then Lessee shall, within thirty (30) days after such amount is calculated, pay to Lessor an amount equal to the Lessee Underpayment.
8.Seller Closing Deliveries. Sections 13.1.10 and 13.1.11 of the Existing Agreement are hereby deleted and replaced with the following:
“13.1.10    Assignment and Assumption of Membership Interest and Clubhouse Lease. Two (2) originals of the Assignment and Assumption of Membership Interest and Clubhouse Lease pursuant to which Fountains Sea Bluffs SL, LP assigns to Watermark Sea Bluffs, LLC, and Watermark Sea Bluffs, LLC assumes all of Fountains Sea Bluffs SL, LP’s right, title and interest in and to (i) the membership interests in Fountains Sea Bluffs CH, LLC and (ii) that certain lease pertaining to the clubhouse at the Sea Bluffs Community (the “Assignment and Assumption of Membership Interest and Clubhouse Lease”) duly executed by Fountains Sea Bluffs SL, LP.
13.1.11    Side Letter Agreement (Millbrook Agency Lease). Two (2) originals of the Side Letter Agreement re Millbrook Agency Lease substantially in the form of Exhibit C attached to the Fifth Amendment duly executed by the applicable Seller.”
9.Buyer Closing Deliveries. A new Section 13.2.10 is hereby added to the Existing Agreement as follows:
“13.2.10    Assignment and Assumption of Membership Interest and Clubhouse Lease. Two (2) originals of the Assignment and Assumption of Membership Interest and Clubhouse Lease duly executed by Fountains Sea Bluffs SL, LP and by Watermark Sea Bluffs, LLC.
10.SEC Filings. Notwithstanding anything to the contrary set forth in Section 11.1.8 of the Agreement, the Parties agree that, in lieu of Sellers delivering the signed representation letter and audit inquiry letter in the forms of Exhibit J and Exhibit K, respectively, to the Existing Agreement, Buyers shall have the right to request Sellers to deliver the signed representation letter and audit inquiry letter, and Sellers will deliver the same, upon fifteen (15) days’ request given on or prior to the expiration of the Survival Period. Nothing contained herein shall require Seller to maintain its corporate existence beyond the periods required in the Existing Agreement, and in no event shall Seller be in breach of its obligations under this Agreement if Seller is unable to deliver the requested signed representation letter and audit inquiry letter due to the fact that it has been dissolved (so long as such dissolution was not in violation of the Existing Agreement, including

3




with respect to the obligations of Fountains Senior Living Holdings, LLC to assume any such Seller’s obligations as set forth in the Existing Agreement).
11.Assignment and Assumption of Agreement. As provided in Section 20 of the Agreement, Buyer hereby assigns to Watermark Fountains Owner all of Buyer’s right, title and interest as Buyer in, to and under the Agreement with respect to the following Properties: (i) Albemarle, (ii) Boca Ciega Bay, (iii) Crystal Lake, (iv) Franklin, (v) Greenbriar, (vi) La Cholla, (vii) Millbrook, (viii) RiverVue, (ix) Washington House, and (x) La Jolla. Original Buyer shall retain all right, title and interest as Buyer in, to and under the Agreement with respect to: (a) Bellevue, (b) Bronson Place, (c) Canterbury, (d) Carlotta, (e) Lake Pointe Woods, and (f) Sea Bluffs. Buyer and Seller hereby agree that, from and after the date of this Amendment, each of Original Buyer and Watermark Fountains Owner shall be jointly and severally liable as Buyer under the Agreement, and that this section shall serve as Buyer’s notice to and Seller’s acceptance of such assignment to the extent required by Section 20 of the Agreement.
12.Execution and Counterparts. This Amendment may be executed in counterpart originals, each of which when taken together shall be deemed an original and shall constitute one and the same instrument. Signatures of the parties hereto on copies of this Amendment transmitted by facsimile machine or electronic mail shall be deemed originals for all purposes hereunder, and shall be binding upon the parties hereto.

[SIGNATURES BEGIN ON THE FOLLOWING PAGES]



4





NOW THEREFORE, this Amendment has been executed as of the date and year first above written.

 
 
 
BUYER:
 
 
 
 
 
 
FOUNTAINS PORTFOLIO OWNER, LLC,
 
 
 
a Delaware limited liability company
 
 
 
 
 
 
 
 
 
 
 
 
 
By:
/s/ Ronald J. Lieberman
 
 
 
Name:
Ronald J. Lieberman
 
 
 
Title:
Executive Vice President, General Counsel and Secretary





[ADDITIONAL BUYER SIGNATURE FOLLOWS]

[Signature Page to Partial Assignment and Assumption of, and Fifth Amendment to,
Purchase and Sale Agreement and Joint Escrow Instructions]





 
 
WATERMARK FOUNTAINS OWNER, LLC,
 
 
 
a Delaware limited liability company
 
 
 
 
 
 
 
 
 
 
 
 
 
By:
/s/ Ronald J. Lieberman
 
 
 
Name:
Ronald J. Lieberman
 
 
 
Title:
Executive Vice President, General Counsel and Secretary






[SELLER SIGNATURES BEGIN ON NEXT PAGE]





[Signature Page to Partial Assignment and Assumption of, and Fifth Amendment to,
Purchase and Sale Agreement and Joint Escrow Instructions]




SELLER:            

FOUNTAINS ALBEMARLE SL, LLC
 
FOUNTAINS BOCA CIEGA SL, LLC
 
 
 
 
 
By:
/s/ Michael K. Casey
 
By:
/s/ Michael K. Casey
Name:
Michael K. Casey
 
Name:
Michael K. Casey
Title:
Vice President
 
Title:
Vice President
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
FOUNTAINS BRONSON PLACE SL, LLC
 
FOUNTAINS CANTERBURY SL, LLC
 
 
 
 
 
By:
/s/ Michael K. Casey
 
By:
/s/ Michael K. Casey
Name:
Michael K. Casey
 
Name:
Michael K. Casey
Title:
Vice President
 
Title:
Vice President
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
FOUNTAINS CARLOTTA SL, LP
 
FOUNTAINS CRYSTAL LAKE AP, LLC
 
 
 
 
 
By:
/s/ Michael K. Casey
 
By:
/s/ Michael K. Casey
Name:
Michael K. Casey
 
Name:
Michael K. Casey
Title:
Vice President
 
Title:
Vice President
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
FOUNTAINS FRANKLIN SL, LLC
 
FOUNTAINS GREENBRIAR SL, LLC
 
 
 
 
 
By:
/s/ Michael K. Casey
 
By:
/s/ Michael K. Casey
Name:
Michael K. Casey
 
Name:
Michael K. Casey
Title:
Vice President
 
Title:
Vice President
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
FOUNTAINS LA CHOLLA SL, LLC
 
FOUNTAINS LAKE POINTE WOODS SL, LLC
 
 
 
 
 
By:
/s/ Michael K. Casey
 
By:
/s/ Michael K. Casey
Name:
Michael K. Casey
 
Name:
Michael K. Casey
Title:
Vice President
 
Title:
Vice President
 
 
 
 
 





FOUNTAINS MILLBROOK SL, LLC
 
FOUNTAINS MILLBROOK AP, LLC
 
 
 
 
 
By:
/s/ Michael K. Casey
 
By:
/s/ Michael K. Casey
Name:
Michael K. Casey
 
Name:
Michael K. Casey
Title:
Vice President
 
Title:
Vice President
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
FOUNTAINS RIVERVUE SL, LLC
 
FOUNTAINS SEA BLUFFS SL, LP
 
 
 
 
 
By:
/s/ Michael K. Casey
 
By:
/s/ Michael K. Casey
Name:
Michael K. Casey
 
Name:
Michael K. Casey
Title:
Vice President
 
Title:
Vice President
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
FOUNTAINS WASHINGTON HOUSE SL, LLC
 
FOUNTAINS LA JOLLA SL, LP
 
 
 
 
 
By:
/s/ Michael K. Casey
 
By:
/s/ Michael K. Casey
Name:
Michael K. Casey
 
Name:
Michael K. Casey
Title:
Vice President
 
Title:
Vice President
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
FOUNTAINS CRYSTAL LAKE SL, LLC
 
FOUNTAINS BELLEVUE SL, LLC
 
 
 
 
 
By:
/s/ Michael K. Casey
 
By:
/s/ Michael K. Casey
Name:
Michael K. Casey
 
Name:
Michael K. Casey
Title:
Vice President
 
Title:
Vice President
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
FOUNTAINS BELLEVUE AP, LLC
 
 
 
 
 
 
 
 
By:
/s/ Michael K. Casey
 
 
 
Name:
Michael K. Casey
 
 
 
Title:
Vice President