EFTA02573079.pdf

From: Farkas, Andrew L. Sent: Friday, August 2, 2013 8:13 PM To: Florida Science Foundation Subject: Evaluation Jeffery, my dear friend, this will be the last time I write on this matter =ecause, as I have told you, I have turned the management of the issue over=to Frank Garrison who has sole authority. I have done so in consideration =f the many conflicts for me inherent in this dispute. At your request I have done some more homework including having looked at t=e page in the appraisal to which you referred me. Not only does my positio= stand, but it has been materially reinforced. The appraisal on which you now appear to be relying to demonstrate that you=were somehow harmed was performed in connection with a valuation of AYH al=ne, commissioned by Banco Popular, 6 months after the asset was purchased.=The pertinent language of the appraisal to which you directed me states, "=he subject was part of a larger purchase of four marina properties in the =aribbean. The seller was Sun Resorts which owned the subject outright and=various interests in the other three marinas. The sale price is slightly =igher than our value estimate which could be the result of allocated costs=of the portfolio sale." This presumption by the appraiser is inaccurate a=d thus misleading and erroneous in several aspects. 1) The appraiser had absolutely no knowledge of the structure, pricing or c=mponents of the Sun Resorts deal nor did he do any evaluation of any facts=related to it. His work was limited exclusively to a valuation of AYH alon=. While he states that the sale price is "...slightly higher than our valu= estimate which COULD [emphasis added] be the result of allocated costs o= the portfolio sale," the comment is entirely gratuitous. The appraiser di= zero work around the so called, "portfolio sale," had no knowledge of its=terms, conditions, pricing or structure and read no documents. His gratuit=us statement that the pricing COULD have been a function of "allocated cos=s" was a flat out guess with zero basis in fact. The term "portfolio sale"=is quite misleading and, as explained below, the various assets were sold =y different sellers with very separate and disparate interests. 2) IGY bought several things from Sun Resorts. It bought a management comp=ny and it bought interests in (and/or bought outright) marina properties e=ch of which was owned by an individual limited partnership with each partn=rship, in turn, owned by different limited partners. Sun Resorts owned th= GP interests, but in each case the sale of the properties by the partners=ips required the affirmative vote of the majority of the limited partners =n each deal. In the case of AYH in particular, the appraisal also erroneou=ly states that Sun Resorts, "....owned the subject outright." That is not =ccurate. Sun Resorts owned the managing member interest in a limited partn=rship that owned the subject outright. Even if Sun Resorts had wanted to i= had no ability to allocate costs or benefits between and among assets as =ach thing it sold had different shareholders. 3) The majority limited partners of the entity owning AYH was the Crown Fam=Iy. Crown family members and their representatives personally participated=in the pricing negotiations around this asset. The price was reached as a =esult of these arms-length negotiations and no inappropriate allocations o= any sort were made or attributed to the acquisition to increase the price= Even Sun Resorts deferred to the Crowns in this regard. 4) Each of the assets we acquired from Sun was individually priced and indi=idually negotiated and each sale was subject to a vote by the different an= disparate sets of limited partners in each partnership owning an asset. EFTA_R1_01742931 EFTA02573079 At your request, a great deal of time has been spent deconstructing and rec=nstructing the history of this transaction. After exhaustive post-mortem r=search IGY discovered a single accounting error to your detriment of appr=ximately $168,000. The company apologized for the honest mistake and has o=fered to make full restitution. But you appear to me to be on a witch hunt= my friend. For some reason it would seem that you WANT to discover that y=u were somehow deceived. But you were not, at all, at any time, in any wa=. Full disclosure was made to you on all things at all times. That's just=how we roll. I don't know where you want to take it from here, but I implore you to put =way the pitch forks and torches and save them for another day. There is no=hing about any of this that was remotely untoward. Sent from my iPad This message, and any attachments hereto, is confidential and intended excl=sively for the use of the individual or entity to whom it is addressed. Th=s communication may contain information that is confidential, proprietary,=privileged, subject to a confidentiality and/or non-disclosure agreement, =r otherwise exempt or protected from disclosure (either by contract or und=r applicable law). If you are not the intended recipient, you are hereby n=tified that printing, retaining, reproducing, copying, disclosing, dissemi=ating or using this message or any information contained herein (including=any reliance thereon) is strictly prohibited. If you have received this me=sage in error, please contact the sender immediately and destroy the messa=e (including any attachments) and any copies in their entirety, whether in=electronic or hard copy format. Nothing contained in this e-mail shall be =onsidered a legally binding agreement, amendment or modification of any ag=eement with Island Capital Group LLC or any of its affiliates, each of whi=h requires a fully executed agreement to be received by Island Capital Gro=p LLC or such affiliate. <?xml version=.0" encoding=TF-8"?> <!DOCTYPE plist PUBLIC "-//Apple//DTD PLIST 1.0//EN" "http://www.apple.com/DTDs/PropertyList-1.0.dtd"> <plist version=.0"> <dict> <key>conversation-idgkey> <integer>262749</integer> <key>date-last-viewed</key> <integer>0</integer> <key>date-received</key> <integer>1375474353</integer> <key>flags</key> <integer>862375014S</integer> <key>gmail-label-ids</key> <array> <integer>6</integer> <integer>2</integer> </array> <key>remote-id</key> <string>329615</string> </dict> </plist> 2 EFTA_R1_01742932 EFTA02573080