1 unchanged sentence
From time to time, we may be a party to certain legal proceedings in the ordinary course of business, including proceedings relating to the enforcement of our rights under contracts with our portfolio companies.
−Removed: Additionally, as of March 31, 2023, we owned a multi-tenant office building that is subject to a ground lease.
+Added: Additionally, as of June 30, 2023, we owned a multi-tenant office building that is subject to a ground lease.
The ground lease provides for a new base rent every 5 years based on the greater of the annual base rent for the prior lease year or 9% of the fair market value of the land.
7 unchanged sentences
If the landlord prevails, the future rent reset determinations could result in significantly higher ground rent, which would likely result in a significant diminution in the value of our interest in the ground lease and the office building.
+Added: On July 7, 2023, Centennial Bank filed a complaint for breach of guaranty against us in the United States District Court, Southern District of New York (SDNY).
+Added: The complaint relates to a loan made by Centennial Bank to Terra Ocean Ave., LLC (“Terra Ocean”), and alleges that Centennial Bank allegedly made a mistake in July 2021, in demanding a prepayment of $11.3 million instead of $28.5 million with respect to the loan, and that we, as guarantor in certain limited respects, must now pay the difference (i.e.
+Added: $17.2 million) plus interest and attorneys’ fees and costs.
+Added: Centennial Bank’s now alleges that its mistake in determining the prepayment amount was caused by the wrongful failure to disclose the then-current status of the Lease Litigation by Terra Ocean and/or us.
+Added: On July 24, 2023, we, through counsel appeared in the action.
+Added: Although the action is in its initial stages, we are seeking a dismissal of the complaint at the pleading stage and, if not successful, is prepared to vigorously defend itself through trial.
+Added: We believe the claim by Centennial Bank is without merit.
+Added: Also on July 17, 2023, Centennial Bank filed a complaint against Terra Ocean for:
+Added: (i) Breach of Contract;
+Added: (ii) Judicial Foreclosure and Deficiency Judgment;
+Added: and (iii) Specific Performance and Appointment of Receiver in the Superior Court of the State of California, County of Los Angeles.
+Added: Centennial Bank seeks to foreclose on the deed of trust encumbering the tenant’s interest in the above-mentioned multi-tenant office building and ground lease.
+Added: In the complaint, Centennial Bank alleges that its loan to Terra Ocean is in default and the outstanding principal amount of the loan is $27.6 million as of the filing of the complaint.
+Added: Prior to Centennial Bank filing its complaints against the Company and Terra Ocean, Terra Ocean sought to convey its interest in the ground lease in lieu of foreclosure.
+Added: Terra Ocean is in the process of preparing an appropriate response to Centennial Bank’s claims in this action.
Risk Factors.
6 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.