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 June 30, 2023, we owned a multi-tenant office building that is subject to a ground lease.
+Added: Additionally, as of September 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.
4 unchanged sentences
Our position has prevailed in all three of the prior arbitrations to reset the ground rent.
−Removed: We intend vigorously to pursue the litigation.
−Removed: While we believe our arguments will likely prevail, the outcome of the legal proceeding cannot be predicted with certainty.
−Removed: 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 October 19, 2023, we conveyed our interest in the property to a subsidiary of Centennial Bank by deed-in-lieu of foreclosure.
+Added: Accordingly, we are no longer a party to the ground lease and will promptly take the technical steps necessary to terminate its involvement in the litigation.
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).
3 unchanged sentences
On July 24, 2023, we, through counsel appeared in the action.
−Removed: 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.
−Removed: We believe the claim by Centennial Bank is without merit.
Also on July 17, 2023, Centennial Bank filed a complaint against Terra Ocean for:
4 unchanged sentences
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.
−Removed: 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.
−Removed: Terra Ocean is in the process of preparing an appropriate response to Centennial Bank’s claims in this action.
+Added: On October 19, 2023, Terra Ocean conveyed to Centennial Bank, by deed-in-lieu-of-foreclosure, the leasehold interest that is the subject of the Lease Litigation.
+Added: In connection with that conveyance, we and Terra Ocean were released by Centennial Bank from all liability and obligations in connection with the loan originally made by Centennial Bank to Terra Ocean that was secured by its leasehold interest.
+Added: Accordingly, the complaints described above have been irrevocably and permanently dismissed, and we and Terra Ocean have no further obligation or potential liability in connection therewith.
Risk Factors.
There have been no material changes from the risk factors set forth in our Annual Report on Form 10-K for the year ended December 31, 2022.
−Removed: Unregistered Sales of Equity Securities and Use of Proceeds.
+Added: Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities.
Defaults Upon Senior Securities.
3 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.