EFTA02570721.pdf

From: David Mitchell < Sent: Sunday, November , : To: jeffrey E. Subject: Re: Response, Sent you a bcc of what I sent DAVID MITCHELL Mitchell Holdings LLC On Nov 5, 2017, at 12:32 PM, jeffrey E. <[email protected] <mailto:[email protected]» wrote: Do i understand correctly that you are demanding an upfront payment of 700k with no accounting , but only a rough budget. . It appears you are unwilling to detail where the money is to go? to whom and specifically for what.? as we are willing to provide the checks in advance , your position seems based on some misunderstanding. However , If you decide to walk out on your written agreements and verbal commitment I can only assume you are willing to accept the full liability for doing so. On Sun, Nov 5, 2017 at 12:12 PM, David Mitchell wrote: DAVID MITCHELL <https://maps ce=g> <https://maps ce=g> chttps://maps ce=g> EFTA_R1_01738856 EFTA02570721  1212.486.4444 <tel:(212)%20486.4444> Begin forwarded message: From Date: November 5, 2017 at 12:01:33 PM EST To Cc The below is not accurate or acceptable You have had the restaurant detailed budget for months - many revisions - you have dealt with ALAN on revisions many times via email — seems like another of your stall tactics that I have seen you do with the contractors I think it best I respond to you through lawyers as it seems I will not be able to proceed for lack of funding - or completion of restaurant spaces seems best -we now need to part ways - do not count on me being on site Let's review how you think Best to tell restaurant employees - especially after Friday when you insured they would be fully funded - you told them to ramp up get ready to open in under 3 weeks I find you where totally Disingenuous Let's hear your separation plan on Monday and we can tell them on Tuesday as Monday is a huge PR event for the hotel and restaurant Then let's review - now you have just paid the door past monies due - they need to review how we will announce - that I will not be opening a restaurant- maybe they will have a good approach - first thing - Tuesday we should set up a door cc before it gets out that I have laid everyone off I'll drop off the 3 contractor checks you wanted me to distribute later today I'll ask them to be put in the safe Just a FYI You will need to organize many trades - your going to be needed on site and not just for your usual one hour stay Tara will be on site at 11am on Monday you need to sit with her. Many items to review - Many trades to coordinate and as you'll see some trades really need handholding I am trying to find in the loan docs from DB if it says the restaurant must be open - even if it does I'm sure it does not say - you must serve alcohol - you can hire anyone to make a simple menu - you need to review the wording for the hotel bar though - that could be a issue although you can get a beer and wine licensee only - rather quickly The above is so your not stranded on Monday as we where to go full speed - Best now we stop communicating and deal through the lawyers 2 EFTA_R1_01738857 EFTA02570722  Sent from my iPad Nov 5, 2017, at 11:02 AM, David Mitchell wrote: DEAR STEVE: MOST IMPORTANT TWO FACTS ARE: 1.WE NEED TO CLOSE OUT CONSTRUCTION AND GET A TCO SO THAT BOTH OF US ARE OFF ANY CONSTUCTION GUARANTEE FOR COMPLETION 2. MAKE THE FUNDS AVAILABLE FOR THE RESTAURANT WORK AS THERE IS NO OTHER SOURCE OF FUNDING AND EVERY DOLLAR IS ACCOUNTED FOR IN DETAIL PLEASE SEE MY RESPONSE IN CAPS 111111M, 3 EFTA_R1_01738858 EFTA02570723  David Now that you have received funding for 3.5m — NET FUNDING SEE BELOW, Life Hotel, 19 West 31st Street, New York chttps://maps.google.comfiq=19+West+31st+Street,+New+York&entry=gmail&source=g> CREDS Loan as Preferred Equity - Closing Statement CREDS Gross Loan Proceeds: $3,500,000.00 less a. CREDS Structuring Fee (2.0%) 5-70,000.00 b. Legal Fees - MMPS 5-20,000.00 c. Tax Advice - KPMG/Marks Paneth 5-6,000.00 d. CREDS out of pocket expenses 5-5,000.00 e. Delaware LLC Creation & Admin Expenses (2 years) $-6,000.00 CREDS Net Loan Proceeds $3,393,000.00 add Good Faith Deposit $15,000.00 CREDS Net Net Loan Proceeds $3,408,000.00 4 EFTA_R1_01738859 EFTA02570724 Distribution of Net Net Loan Proceeds Premier Corporate Services $420.00 Premier Corporate Services $330.00 First American UCC Insurance Services $2,882.30 Katsky Korins $98,000.00 Arnold & Porter $30,000.00 Life Hotel One LLC (return of Good Faith Deposit) $15,000.00 Muchnick, Golieb & Golieb, P.C. $25,000.00 Life Hotel Pref LLC $3,236,367.70 Total $3,408,000.00 Excess Proceeds $3,236,367.70 EFTA_R1_01738860 EFTA02570725  We need to organize how we can complete the hotel and restaurant open items I can come over to your office on Sunday to review the below I NEED TO CATCH UP TODAY AND PREPARE FOR THE BANK REVIEW ON MONDAY SO EVERYONE ELSE CAN GET PAID I have cc Randy and howie so we can all address this first point 1/First - we had always agreed once the project started to be delayed along with AP not being funded a new $800k budget was needed for the restaurant-this budget was based from the day of funding - and with a September opening — which so far neither obviously has happened we both had agreed to personally fund the restaurant with $200k each -this was back before summer when we thought we would open in late August Then in September when you where relaying on Arcade to fund a bridge loan - and we needed funds to complete time and weather sensitive construction items - ie the new roof, sidewalk and other items -which I funded - we both agreed to fund construction with $200k and where to be repaid when Arcade funded - -Arcade walked away from the loan and we where never reimbursed -Then when Crescendo stepped in to advance you the 3.5mm loan -you advised them that $750k was going to the restaurant - this is not correct- why you positioned the proceeds this way is not accurate We both need to be reimbursed from the Crescendo hotel loan -my loan is higher then $200k at this point - but reimburse each of us so we can then personally fund the restaurant- as we agreed upon So the hotels additional funding of the restaurant is $350 k not $750 6 EFTA_R1_01738861 EFTA02570726  IMPORTANT THING IS DETAILED BUDGET OF HOW THE $700,000 IS TO BE SPENT This should now be easy for us both. Need to provide a detailed budget and payable list of who gets paid for what. inventory with back up. professional services with backup. we will cut the checks for the total amount and send to you. THE TOTAL AVAIALBLE FOR THE RESTAURANT IS $700,000, TO DATE THE RESTAURANT HAS RECIVED AROUND $650,000 will provide detail on Monday ESCROW ACCOUNT at Katsky Korins HAS $722,000 WHICH IS THE $700,000 STATED ABOVE AND $22,000 FOR ALAN'S REIMBURSMENT FOR PAYROLL LAST WEEK 2/ Still to be addressed - which you have not responded to - is an outline as to the possible shortfall in the restaurant we could endure from January to April - complete budget sent to you weeks ago SEE ABOVE PLEASE 3/ I'm told you only are funding the restaurant $700 k because you subtracted last weeks PR? This is not correct in addition there are AP items that are not the restaurant responsibility -ie tasting for bankers and loan people LUNCH FOR 3 PEOPLE COULD NOT OF BEEN THAT MUCH AND IF NEED BE I WILL PERSONALLY PAY FOR THE FOOD COST - the charity event on Monday to promote the hotel I WAS NOT AWARE OF ANY EVENT, UNTIL AFTER THE FACT ,ALSO UNDERSTAND MONDAY'S EVENT GENERATED INCOME FOR THE RESTAURANT AND NOT THE HOTEL - we can address this at tomorrow's meeting SEE ABOVE PLEASE 7 EFTA_R1_01738862 EFTA02570727  4/ AP - how these accounts are paid off- following the AP list you advised lenders would be cured - you need to complete before they lean the hotel- as a few have threatened NO LIENS HAVE EVER BEEN FILED EVER, AND THAT WAS I NEED TODAY FOR TO MAKE SURE ALL CONSTRUCTION PAYABLES FOR WORK DONE ARE PAID SEE ABOVE 5/ Construction- Friday's meeting with skyland seemed to put us on track -issue now is how hard will they push to complete in next 2 weeks - we need gary on board -I hear he is waiting for his payment before he will resume -but we can complete if everyone gets aggressive and bring trades back to site We need plumbing and Electric punch list items - Chefs are working on their list we will need gary to complete hotels items -especially items needed for tco GARY IS FULLY AWARE OF FUNDING AND IS ON BOARD 6/ Speakeasy as skyland pointed out at yesterday's meeting and we both understood -there is little they need to contractually complete in the speakeasy as most items are now change orders going forward Items to complete will be reviewed on Monday with Tara - skyland and gary - your office has still not answered where the banquette fabric is - for starters AS YOU SAW YESTERDAY, YOUR OFFICE WAS GIVEN THIS INFORMATION 3 TIMES AND HAS CONFIRMED YESTERDAY THAT TWO WEEKS AGO THEY RECIVED THE SAME Banquets- to be built -Lighting will reviewed with Tara on Monday - -front vestibule landing Bar entire unit Need to address that AC unit in the new area at bar we developed. $ 7k NOT IN THE BUDGET I BELIEVE BUT WILL CHECK 8 EFTA_R1_01738863 EFTA02570728  One AP item that needs to ASAP be paid is the soundproofing- we will need this also in the speakeasy bar area — WILL CHECK IF IN BUDGET AND PAYABLES 7/ When will you be in your office on Sunday - I'll come over as you suggested on Friday I WILL HAVE THE ABOVE PREPARED SO WE CAN MEET EARLY MONDAY TO GO THROUGH, I NEED TODAY ALONE TO DO THIS As we need a great outline prior to Monday's hopefully jump start to complete lobby in 10 days- speakeasy in 3 weeks hopefully we can then try to get some xmas party business - looking at the hotels occupancy it falls off the cliff after 12/18 but maybe we can capture some business - this brings me back to the restaurants operating budget - we need to address a possible winter shortfall above the $750 k opening budget NEED TO MAKE THE $700,000 WORK, THERE IS NO OTHER FUNDING 8/. Hotel funding operating funds to be released on nov 8. We need these funds to stay with hotel as they have vendors putting the hotel on COD and as Denise has mentioned - they are almost out of hair wash and we have run out of slippers weeks ago - now that the cold weather is here these are essentials I AM AWARE You can not use these funds for construction AP. OR RESTAURANT OPERATIONS I hear we are $180 k over 45 days with AP and have $300 k closing in on 30 days WILL GO OVER ON MONDAY AS YOU KNOW THIS IS NOT UNUSAL AS WE RECEIVE LOCK BOX FUNDING 30 DAYS AFTER IT IS RECIVED Lees also review on Sunday 9/ As you agreed on- you need to pay stacy Gilbert so she can resume the accounting process 9 EFTA_R1_01738864 EFTA02570729  please note The information contained in this communication is confidential, may be attorney-client privileged, may constitute inside information, and is intended only for the use of the addressee. 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