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File #: 2019-0507    Version: 1 Name:
Type: Action Item Status: Passed
File created: 12/17/2019 In control: Board of Port Commissioners
On agenda: 2/11/2020 Final action: 2/11/2020
Title: RESOLUTION CONSENTING TO THE CREATION OF A NEW BUSINESS ENTITY, IL FORNAIO (AMERICA), LLC AS SUBLESSEE TO FERRY LANDING ASSOCIATES, LLC, A CALIFORNIA LIMITED LIABILITY COMPANY, AND AN ASSIGNMENT OF THE OWNERSHIP INTEREST OF IFCB HOLDING CORPORATION, A DELAWARE CORPORATION, IN IL FORNAIO (AMERICA), LLC TO CREATE RESTAURANTS HOLDINGS, INC., A JAPANESE CORPORATION AND CREATE RESTAURANTS NY INC., A NEW YORK CORPORATION, TO CONTINUE OPERATING IL FORNAIO RESTAURANT FOR THE REMAINDER OF THE TERM OF THE SUBLEASE THROUGH NOVEMBER 1, 2028, IF ALL EXTENSIONS ARE EXERCISED.
Attachments: 1. 7. 2019-0507 Attachment A, 2. 7. 2019-0507 Attachment B, 3. 7. 2019-0507 Attachment C, 4. 7. 2019-0507 Draft Resolution
DATE: February 11, 2020

SUBJECT:

Title
RESOLUTION CONSENTING TO THE CREATION OF A NEW BUSINESS ENTITY, IL FORNAIO (AMERICA), LLC AS SUBLESSEE TO FERRY LANDING ASSOCIATES, LLC, A CALIFORNIA LIMITED LIABILITY COMPANY, AND AN ASSIGNMENT OF THE OWNERSHIP INTEREST OF IFCB HOLDING CORPORATION, A DELAWARE CORPORATION, IN IL FORNAIO (AMERICA), LLC TO CREATE RESTAURANTS HOLDINGS, INC., A JAPANESE CORPORATION AND CREATE RESTAURANTS NY INC., A NEW YORK CORPORATION, TO CONTINUE OPERATING IL FORNAIO RESTAURANT FOR THE REMAINDER OF THE TERM OF THE SUBLEASE THROUGH NOVEMBER 1, 2028, IF ALL EXTENSIONS ARE EXERCISED.
Body

EXECUTIVE SUMMARY:

The District entered into a forty (40) year lease with Ferry Landing Associates, LLC (Ferry Landing) on September 1, 1997, for restaurant and office building use, located at 1333 First Street, in the City of Coronado (the Lease).

Ferry Landing entered into a sublease with Il Fornaio America Corporation on November 1, 1998 for fifteen (15) years with two five-year options to extend, to operate an 8,800 square foot upscale Italian restaurant (Sublease). On July 27, 2016, the Board of Port Commissioners (BPC) consented to an assignment of ownership interest in the Sublease, as well as an additional option to extend for five (5) years to November 1, 2028. The ownership assignment made IFCB Holding Corporation (IFCB Holding) the sole shareholder of Il Fornaio (America) Corporation. The ownership change did not change the executive management team or the operation of the restaurant.

Ferry Landing requests the District's consent to an assignment of ownership interest (Assignment) of the Sublease from IFCB Holding to Create Restaurants Holdings, Inc. and Create Restaurants NY Inc. (Create Restaurants), as the sole shareholders of a newly formed limited liability company, Il Fornaio (America), LLC. No changes to the restaurant name or operation are anticipated with the Assignment.

The Assignment is consistent with the terms and c...

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