Due Diligence- Acquisitions and Surviving Corporation
Hi all,
I am working on verifying site control as part of a lender's due diligence of a solar project financing rather than working on a real estate deal per se. The solar project would be developed on rooftops at a large industrial property owned by a REIT. I am trying to verify ownership of the property which the REIT acquired through purchasing another firm which in turn owned several properties (i.e., corporate acquisition rather than asset acquisition). Here is the issue:
-The certificate of site control dated in 2019 says the property owner is Entity A -The rooftop lease agreement dated in 2019 says the property owner is Entity C (a wholly owned subsidiary of the REIT) - I have a Delaware Secretary of State certificate showing that Entity A was merged, along with several other entities, into Entity B in 2017 (Entity B being the surviving corporation) - I have another Delaware Secretary of State certificate showing that Entity B was then merged into entity C in 2017 (Entity C being the surviving corporation)
Does this mean that Entity A was rendered non-existent by merger into Entity B, and that Entity B was made non-existent by merger into Entity C? Does this mean that Entity A and Entity B could still exist, but that Entity C is the ultimate owner now? Ideally I would want to prove that it's OK that the certificate refers to Entity A and the lease refers to Entity C. If Entity A was 'cancelled' by the merger, then there could be a problem because the certificate of site control dated in 2019 references an entity that no longer exists. Any thoughts?
Thanks in advance!
-LW
Hi LWinthorpeTheThird, no, I never sleep and so I can respond to any lonely threads (like this one) at all hours of the night. Impressive, I know ;-)
You're welcome.
Bump
May be missing something, but it sounds like you have Entity A being down an ownership org chart from B and then C. Is there an assignment document between A and C that would've transferred the asset, or "predecessor in interest" language in the documents? FWIW, not a lawyer
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