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Sunday, May 25, 2025

What did Clico earn from W Hotel sale?

by

20150927

It was once the pom­me­cythere in the eyes of for­mer CL Fi­nan­cial and Cli­co chair­man Lawrence Duprey: a huge, glit­ter­ing and pres­ti­gious de­vel­op­ment in his adopt­ed home­town of Fort Laud­erdale com­pris­ing two 23-sto­ry tow­ers with 346 ho­tel rooms and 171 con­do-ho­tel units.

The ho­tel–which car­ried the W brand, known for its lux­u­ry and young hip­ster ap­peal–was opened in April 2009, just three months af­ter the em­pire that Duprey built came tum­bling down as a re­sult of the glob­al fi­nan­cial cri­sis, its moun­tain of debt and its tan­gled re­lat­ed-par­ty lend­ing arrange­ments.

South Flori­da news­pa­per, the Sun Sen­tinel, re­port­ed at the time of its open­ing that the ho­tel com­plex was de­vel­oped at a cost of US$430 mil­lion, some $2.7 bil­lion.

Some of the cost of de­vel­op­ment came from debt, but a sig­nif­i­cant per­cent­age of the mon­ey to build the ho­tel and con­do com­plex came from in­vestors in Cli­co's US-dol­lar Core Se­ries In­vest­ment Mu­tu­al Fund.

Al­though built with Cli­co funds, the prop­er­ty was de­vel­oped by the Y group, led by John Yanopou­los, ac­cord­ing to a South Flori­da Busi­ness Jour­nal ar­ti­cle pub­lished on Ju­ly 18, 2014.

That ar­ti­cle states that the prop­er­ty was pur­chased in Ju­ly 2014 by US prop­er­ty de­vel­op­er, bil­lion­aire Stephen Ross, through a com­pa­ny called RRERF DL Con­do Own­er, an af­fil­i­ate of Ross' Re­lat­ed Re­al Es­tate Re­cov­ery Fund.

Ac­cord­ing to the South Flori­da Busi­ness Jour­nal: "RRERF DL Con­do Own­er...ac­quired the un­sold con­do-ho­tel units for US$90 mil­lion from Capri Re­sorts.

"At the same time, the com­pa­ny as­sumed con­trol of Capri Ho­tel LLC, which con­trols the reg­u­lar ho­tel units, from Yanopolous' com­pa­ny in a deal with­out dis­clos­ing the amount paid."

An­oth­er US pub­li­ca­tion, trade mag­a­zine Ho­tel Man­age­ment, al­so linked John Yanopou­los to the sale of the prop­er­ty.

It stat­ed, in a Ju­ly 22, 2014 ar­ti­cle: "Stephen Ross, who owns New York-based Re­lat­ed Cos Re­lat­ed Fund Man­age­ment, an af­fil­i­ate of Re­lat­ed, bought the ho­tel from Capri Re­sorts LLC, a com­pa­ny linked to South Flori­da de­vel­op­ers John Yanopou­los and Reed Dale, for an undis­closed amount. How­ev­er, it was re­vealed that the ho­tel's con­do units were ac­quired for US$90 mil­lion."

The Sun­day BG un­der­stands that Cli­co, on be­half of the CORE mu­tu­al funds, be­gan try­ing to dis­pose of the W Ho­tel and Re­sorts prop­er­ty in June 2012.

On Feb­ru­ary 13, 2014, Capri Hold­ings LLC and Capri Re­sorts LLC en­tered in­to an agree­ment for sale of the prop­er­ty with a com­pa­ny called FTL Ac­qui­si­tions.

This agree­ment was as­signed by FTL Ac­qui­si­tions to the even­tu­al pur­chas­er, RRERF FL Ho­tel LL on June 2, 2014.

Doc­u­ments seen by the Sun­day BG in­di­cate that a com­pa­ny WFTL Ac­qui­si­tions was in­cor­po­rat­ed in Flori­da on No­vem­ber 15, 2013. Dale Reed was its au­tho­rised rep­re­sen­ta­tive.

On April 10, 2014, WFTL Ac­qui­si­tions changed its name to FTL Ac­qui­si­tions and Reed was its au­tho­rised rep­re­sen­ta­tive.

And on Ju­ly 30, 2015, the prin­ci­pal place of busi­ness of FTL Ac­qui­si­tions is 1221 Brick­ell Av­enue, Suite 660 in Fort Laud­erdale. Ac­cord­ing to a re­in­state­ment doc­u­ment filed with the Flori­da Sec­re­tary of State, two of its au­tho­rised per­sons are Reed Dale and John Yanopou­los.

The fact that John Yanopou­los and Reed Dale would be in­volved in the sale of the prop­er­ty is in line with the de­scrip­tion in the Ju­ly 2014 pub­li­ca­tion of Ho­tel Man­age­ment, which re­port­ed that the sale was made by Capri Re­sorts LLC, a com­pa­ny linked to South Flori­da de­vel­op­ers Yanopou­los and Dale.

But if Yanopou­los is re­lat­ed to Capri Re­sorts and al­so to FTL Ac­qui­si­tions, is there a con­flict of in­ter­est in the Feb­ru­ary 2014 sale agree­ment for the prop­er­ty from Capri to FTL Ac­qui­si­tions?

Asked to ad­dress the con­flict of in­ter­est is­sue, a well-placed source said: "There was an agree­ment for sale with FTL but the sale was nev­er con­clud­ed. There­fore there was no ac­qui­si­tion by FTL or trans­fer of any share­hold­ing to FTL.

"Sec­ond­ly, Cli­co did not own any shares in Capri Ho­tel or Capri Re­sorts. The shares in the Capri en­ti­ties were owned by Florid­i­an BVI, a com­pa­ny owned by the Core Se­ries In­vest­ment Mu­tu­al Fund.

"When af­ter sev­er­al ex­ten­sions of time, FTL could not close, they as­signed the agree­ment to RRERF. Cli­co was aware that Mr. Yanopou­los had a small in­ter­est in FTL.

"Mr Yanopou­los and his com­pa­ny the Y Group were en­gaged as as­set man­agers of Capri. Nei­ther Mr Yanopou­los nor the Y Group had any own­er­ship in­ter­est in the Capri en­ti­ties nor was Mr Yanopou­los al­lowed to par­tic­i­pate in the sale ne­go­ti­a­tions on be­half of Capri.

"An in­de­pen­dent re­al es­tate bro­ker­age firm was hired by Cli­co to con­duct ne­go­ti­a­tions on be­half of Cli­co/Capri. (Their name es­capes me at the mo­ment)."

How does the state­ment by the well-placed source that Yanopou­los did not have an own­er­ship in­ter­est in the Capri en­ti­ties square with the two South Flori­da pub­li­ca­tions link­ing him to the sale of the prop­er­ty?

The well-placed source said: "Yanopou­los has al­ways pro­ject­ed him­self as the own­er. Had any of the me­dia done any back­ground checks, they would have re­alised that he was an em­ploy­ee.

"His com­pa­ny was hired by Duprey as the de­vel­op­er. Re­mem­ber the group DYL (Duprey, Yanapou­los and Leid) was the de­vel­op­er for all the Flori­da projects."

Re­al es­tate bro­ker In­vest­co Re­al­ty LLC filed suit in Flori­da state court claim­ing it is owed a com­mis­sion of more than $4 mil­lion for the bulk of the sale of the Fort Laud­erdale W Res­i­dences and Ho­tel.

The is­sue of who is the in­de­pen­dent re­al es­tate bro­ker­age firm hired by Cli­co is rel­e­vant be­cause on Ju­ly 8, 2014, a re­al es­tate bro­ker named In­vest­co Re­al­ty LLC filed a law­suit against Capri Ho­tels LLC, Capri Re­sorts LLC, Y Group LLC and CBRE Inc.

In­vest­co claimed that it was owed US$4.6 mil­lion in com­mis­sions for the sale of the prop­er­ty.

Cli­co claims that John Yanopou­los en­tered in­to a writ­ten com­mis­sion agree­ment with In­vest­co that the in­sur­ance com­pa­ny did not ap­prove.

As a re­sult of the law­suit, the even­tu­al pur­chas­er of the prop­er­ty, RRERF, re­quest­ed that the Capri en­ti­ties place US$4.6 mil­lion in es­crow, pend­ing the out­come of the In­vest­co lit­i­ga­tion.

Ac­cord­ing to Cli­co, the Y Group agreed to con­tribute US$800,000 and the re­main­ing $3.8M was sat­is­fied by US$2,338,444 by Capri Hold­ings LLC and US$1,461,556 by Capri Re­sorts LLC.

In a Sep­tem­ber 30, 2014 state­ment pub­lished as a full-page ad­ver­tise­ment in the Guardian, the Cli­co board said that it took the de­ci­sion to en­gage re­al es­tate bro­ker­age firm CBRE to sell the W Ho­tel prop­er­ty in Fort Laud­erdale.

The Cli­co state­ment–which was is­sued to clar­i­fy a sto­ry in the Sun­day ex­press of Sep­tem­ber 28, 2014–said the bro­ker­age firm sold the prop­er­ty for a price of US$234 mil­lion.

That price, ac­cord­ing to the Cli­co board one year ago, "was even bet­ter than their orig­i­nal val­u­a­tion and clear­ly bet­ter than the then most re­cent in­de­pen­dent val­u­a­tion that had been se­cured."

The board al­so dis­closed that ap­proval for the ne­go­ti­a­tions with CBRE, po­ten­tial pur­chasers and at­tor­neys, and for the trans­ac­tion, was re­ceived from the Cen­tral Bank."

While even­tu­al­ly the prop­er­ty was sold for US$234 mil­lion, some US$175 mil­lion was owed to the lenders on an out­stand­ing mort­gage.

With le­gal and bro­ker­age fees, it is un­clear how much of the con­sid­er­a­tion from the sale would have flowed to Cli­co, which is 49 per cent owned by the Gov­ern­ment and 51 per cent owned by the share­hold­ers of CL Fi­nan­cial.


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