SUNY System Administration RFP X002654~ Healtheare Services At LICH, Property Purchase 4. Transaction Structure 4.a, Describe the legal structure of the proposed transaction (i.e., affliation, joint venture, asset purchase, acquisition, etc.) ‘The Peebles Corporation will form a special purpose entity for the purposes of this transaction. The Witkoff Group will also form @ separate special purpose entity for the purposes of this transaction. These two entities will partner in a 70/30 TPC/Witkoff joint venture that will acquire the LICH property. The venture will be registered as a New York State Limited Liability ‘Company. The medical users will be tenants, with long leases that include options to acquire and own the healthcare component. TPC and BRP may also form a separate venture to develop affordable housing on the current LICH campus or off-site. 4.b. Articulate the reasoning for the structural preference. We believe that this structure allows each member to contribute their respective capital and expertise, source the necessary financing and complete their respective contributions to the project, We also believe that our structure emphasizes the importance of the healthcare use by giving those uses a pathway to acquiring their respective spaces and benefiting from the financing, operational flexibility and control that attends ownership. 4.c. Describe which governmental, regulatory or third party approvals are regarded as necessary or important to @ proposed transaction. The Emergency Room will require a certificate of need from the New York State Department of Health. The development of the project will seek customary permits and approvals for construction. 43