Airport ground-lease Tenants Westgrove Air Plaza I, LLC (WAP-I), and Westgrove Air Plaza II, LLC (WAP-II) are jointly requesting the Town’s consideration and consent to the change in the ownership and control of the respective Tenants, pursuant to the requirements of the ground leases.
WAP-I holds the ground leasehold interests located at 4570 Westgrove Drive at Addison Airport, as evidenced by that certain Memorandum of Lease dated November 7, 2018, Instrument No. 201800321616 filed in the Official Public Records of Dallas County, Texas (“OPR”). The ground lease was first entered into March 2, 1981, and is to expire February 27, 2044. WAP-II holds the ground leasehold interests located at 4700 Westgrove Drive at Addison Airport, as evidenced by that certain Memorandum of Lease dated January 20, 2015, Instrument No. 201500055583 filed in the OPR. Both entities are wholly owned and managed by MM Aviation Holdings, LLC whose address is 1800 Valley View Lane, Suite 300, Farmers Branch, TX 75234.
Subject to the Town’s consent, Westgrove Aviation Group, LLC desires to acquire all the “membership” interest in WAP-I and WAP-II from MM Aviation Holdings, LLC as such is defined, constituted, and described in the respective Company Agreements dated April 14, 2014.
Westgrove Aviation Group, LLC is equally owned by Wilson & Malta Associates, Inc., Steve Wilson, president, and Westgrove Management, LLC, (by way of various related entities) managed by Ron Corcoran, president.
Mr. Wilson is best known to the Airport and the Town of Addison as the owner and operator of Jet-10, an Addison airport-based aircraft charter, management, and sales company. Mr. Corcoran is the president of Essex Management, a professional management company specializing in the management of single-family and master-planned communities and their underlying homeowner associations. Jet- 10, Essex Management, and their related companies will occupy nearly sixty percent of the two ground-leased properties.
As provided for under the respective ground leases, as amended and modified, the Tenant may not sell, assign, or otherwise convey in any manner the leases without the Landlord’s prior written consent. An assignment is deemed to occur when the person(s) who own or have voting control of fifty percent or more of the tenant (in this case WAP-I and WAP-II), ceases to own or have voting control of fifty percent or more of the tenant at any time over the lease term. Therefore, tenants WAP-I and WAP-II are requesting the Town give its consent to the change in control of the Tenant and authorize the City Manager to execute the Consent of Landlord and confirm the Change in Control Agreement attached as Exhibit A to the Resolution.
The city attorney has reviewed the Change in Control Agreement and Consent of Landlord and finds them acceptable for the Town’s purposes. It is to be noted that the Consent of Landlord executed by the City Manager will be delivered in trust to the escrow agent administering this transaction between the parties, which agreement shall be fully executed by the parties at the closing of the transaction. The escrow agent will be instructed to provide the Town of Addison with a publicly recorded copy of the document for its records. |