Distribution and Redemption Agreement, dated as of June 15, 2021, by and between IPT BTC I GP LLC, IPT BTC I LP LLC and Build-To-Core Industrial Partnership I LP
Exhibit 10.2
DISTRIBUTION AND REDEMPTION AGREEMENT
THIS DISTRIBUTION AND REDEMPTION AGREEMENT (this “Agreement”), dated as of June 15, 2021 (the “Effective Date”), is made and entered into by and between Build-To-Core Industrial Partnership I LP, a Delaware limited partnership (the “Partnership”), IPT BTC I GP LLC, a Delaware limited liability company (“BCI GP”) and IPT BTC I LP LLC, a Delaware limited liability company (“BCI LP” and together with BCI GP, the “BCI Parties”). Each of the Partnership, BCI GP and BCI LP are collectively referred to herein as the “Parties” and individually referred to herein as a “Party”. Each of QR Master Holdings USA II LP, a Manitoba limited partnership (“QR”), QR BTC GP LLC, a Delaware limited liability company (“New QR GP”), and QR Industrial LP, a Delaware limited partnership (“New QR LP”), as a partner in the Partnership, has executed a joinder to this Agreement for the limited purpose of consenting to the execution and delivery of this Agreement and the consummation of the transactions contemplated hereunder and, solely with respect to QR, to agree to its indemnification and tax matters rights and obligations under Section 4 of this Agreement. BCI OP has executed a joinder to this Agreement for the exclusive purpose of agreeing to be bound jointly and severally with each BCI Party solely with respect to the indemnification obligations of each BCI Party under Section 4(c) of this Agreement. Capitalized terms used and not otherwise defined herein shall have the meanings given to such terms in the Partnership Agreement (as defined below).
RECITALS
WHEREAS, pursuant to that certain Fourth Amended and Restated Limited Partnership Agreement of Partnership dated as of December 30, 2016 (as amended, the “Partnership Agreement”), BCI GP owns an 8.961% partnership interest in the Partnership as a general partner of the Partnership (the “BCI GP Interest”) and BCI LP owns an 18.106 % limited partnership interest in the Partnership;
WHEREAS, the Partnership owns 100% of the limited partnership interests (the “Holdco LP Interests”) in BTC Intermediate Holdco LP, a Delaware limited partnership (“Holdco”) and BCI GP is the non-economic general partner of Holdco;
WHEREAS, as of the date hereof, Holdco owns 100% of the common limited liability company membership interests (the “Subject Interests”) in BTC I REIT B LLC, a Delaware limited liability company (“REIT B”);
WHEREAS, on the Effective Date but prior to the Closing (defined below), the Partnership will contribute cash to REIT B in an amount equal to $244,996,000 (the “REIT B Cash Contribution”);
WHEREAS, the Partnership owns 100% of the common limited liability company membership interests in BTC I REIT A LLC, a Delaware limited liability (“REIT A”);
WHEREAS, the Partnership’s interests in REIT A and REIT B constitute substantially all of the assets of the Partnership;
WHEREAS, in accordance with this Agreement: (i) BCI GP, in its capacity as the general partner of Holdco, will cause Holdco to distribute the Subject Interests to the Partnership; (ii) the
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Partnership will distribute the Subject Interests to the BCI Parties as more particularly described herein; and (iii) the Partnership will redeem the BCI GP Interest and the BCI LP Interest (clauses (i) – (iii) being the “Transaction”); and
WHEREAS; each of the Partnership and the BCI Parties desire for the Transaction to occur.
NOW, THEREFORE, in consideration of the promises and the mutual agreements and covenants set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged and accepted, the Parties agree as follows:
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BCI OP has executed a joinder to this Agreement for the exclusive purpose of agreeing to be bound jointly and severally with each BCI Party solely with respect each BCI Party’s indemnification obligations under this Section 4(c).
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IN WITNESS WHEREOF, the undersigned parties have executed this Distribution and Redemption Agreement as of the Effective Date.
BCI GP:
IPT BTC I GP llc, a Delaware limited liability company
By: | IPT Real Estate Holdco LLC, a Delaware limited liability company, its sole member |
By: | BCI IV Portfolio Real Estate Holdco LLC, a Delaware limited liability company, its sole member |
By: | BCI IV Operating Partnership LP, a Delaware limited partnership, its sole member |
By: | Black Creek Industrial REIT IV Inc., a Maryland corporation, its general partner |
By: /s/ Scott Seager
Name: Scott Seager
Title: Senior Vice President, Chief Financial Officer and Treasurer
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BCI LP:
IPT BTC I LP llc, a Delaware limited liability company
By: | IPT Real Estate Holdco LLC, a Delaware limited liability company, its sole member |
By: | BCI IV Portfolio Real Estate Holdco LLC, a Delaware limited liability company, its sole member |
By: | BCI IV Operating Partnership LP, a Delaware limited partnership, its sole member |
By: | Black Creek Industrial REIT IV Inc., a Maryland corporation, its general partner |
By: /s/ Scott Seager
Name: Scott Seager
Title: Senior Vice President, Chief Financial Officer and Treasurer
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PARTNERSHIP:
Build-to-core industrial partnership i lp, a Delaware limited partnership
By: | IPT BTC I GP LLC, a Delaware limited liability company, its general partner |
By: | IPT Real Estate Holdco LLC, a Delaware limited liability company, its sole member |
By: | BCI IV Portfolio Real Estate Holdco LLC, a Delaware limited liability company, its sole member |
By: | BCI IV Operating Partnership LP, a Delaware limited partnership, its sole member |
By: | Black Creek Industrial REIT IV Inc., a Maryland corporation, its general partner |
By: /s/ Scott Seager
Name: Scott Seager
Title: Senior Vice President, Chief Financial Officer and Treasurer
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JOINDER
The undersigned, being a partner in the Partnership, hereby (i) consents to the execution and delivery of this Agreement and the consummation of the Transaction and the Closing and (ii) acknowledges and agrees to its indemnification and tax matters rights and obligations under Section 4 of this Agreement.
QR:
QR Master Holdings USA II LP, a Manitoba limited partnership
By: | QR USA GP Inc., a Canadian corporation, its general partner |
By: /s/ Jonathan Dubois-Phillips
Name: Jonathan Dubois-Phillips
Title: President
By: /s/ Stephen Barnett
Name: Stephen Barnett
Title: Vice President
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JOINDER
The undersigned, each being a partner in the Partnership, hereby consents to the execution and delivery of this Agreement and the consummation of the Transaction and the Closing.
NEW QR GP:
QR BTC GP LLC, a Delaware limited liability company
By: /s/ Jonathan Dubois-Phillips
Name: Jonathan Dubois-Phillips
Title: President
By: /s/ Stephen Barnett
Name: Stephen Barnett
Title: Vice President
NEW QR LP:
QR Industrial LP, a Delaware limited partnership
By: | QR Industrial GP LLC, a Delaware limited liability company |
By: /s/ Jonathan Dubois-Phillips
Name: Jonathan Dubois-Phillips
Title: President
By: /s/ Stephen Barnett
Name: Stephen Barnett
Title: Vice President
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JOINDER
The undersigned has executed this joinder to this Agreement for the exclusive purpose of agreeing to be bound jointly and severally with each BCI Party solely with respect to the indemnification obligations of each BCI Party under Section 4(c) of this Agreement.
BCI OP:
BCI IV Operating Partnership LP, a Delaware limited partnership
By: | Black Creek Industrial REIT IV Inc., a Maryland corporation, its general partner |
By: /s/ Scott Seager
Name: Scott Seager
Title: Senior Vice President, Chief Financial Officer and Treasurer
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