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by Martha K. Huggins, Ph.D……..

A burning question was finally asked on Wednesday (2/3/2016) in a Key West Citizen Editorial—“Who is White Street Partners?” Well, that’s the wrong question if you’re after Peary Court’s current owners. Peary Court Holdings, LP (a Delaware limited partnership)– registered in Florida as a “foreign partnership”– is Peary Court’s owner of record. However, in fact, the current partners with financial interests in Key West’s Peary Court–who together constitute its owners, include: Peary Court Holdings, LP; White St Partners; and the Wexford Spectrum Fund, a hedge fund managed by Wexford Capital (Greenwich, CT)[i]  You can look up each of these entities, but I do not recommend doing so after a big meal and too many drinks: This is a complicated set of entities, sub-entities, and derived entities.

skeleton danceRemember the “Skeleton Dance”? : “The thigh bone’s connected to the hip bone. The hip bone’s connected to the backbone. The backbone’s connected to the neck bone,” and so on.[ii] That’s what it’s like to trace the holding companies, corporations, and Principles, now involved in one way or another with Peary Court.

Peary Court Holdings, LP is a ‘Foreign Limited Partnership.’ A ‘holding company,[iii]’ such as Peary Court Holdings, LP, controls—“usually through a majority shareholding, another company or companies.[iv] A holding company “is a business that doesn’t do anything itself,” [v] it owns investments, such as stocks, bonds, mutual funds,…real estate, … private businesses, or…anything of value.”  Warren Buffet’s Berkshire Hathaway is perhaps the best-known holding company.”[vi]

Peary Court Holdings LP, as its name suggests, is a limited partnership (LP), which means that it delegates “management control [to its members, who] share the right to use partnership property, share the profits of the firm in predefined proportions, and have joint and several liability for the debts of the partnership.”[vii] A holding company’s “limited partners: (1) cannot, in any way, control or participate in the management[viii] of the partnership (otherwise they will lose their limited liability protection), (2) are liable only up to the sums invested by them, and (3) cannot withdraw their investments without the consent of the general partners.”[ix]

Peary Court Holdings, a “Foreign Partnership,” was created in one state—Delaware—which is not the state where Peary Court Holdings needs to do business–Florida. This renders Peary Court Holdings a ‘foreign-designated’ US business. Once so registered Peary Court Holdings can seek investors from anywhere, including internationally.

Peary Court’s current owners—form an unequal triumvirate consisting of Peary Court Holdings, LP; White St Partners, LLC; and the Wexford Spectrum Fund. They are in a power relationship with one another, within which, ‘Some animals are more equal than others.’ To wit: Peary Court Holdings calls the shots as the triumvirate’s “general partner.” It very likely holds a majority of White St Partner’s original financial investment in Peary Court, the property. For its part, White St Partners has “limited partner” status—an outcome that White Street seemingly considers an acceptable constriction of its previous role in managing and controlling Peary Court property. In compensation, the diminishing of White St Partners’ control over Peary Court property was traded for their getting out from under some financial losses created when they were blocked from accomplishing a ‘Millionaires’ Paradise’ on Peary Court land. Likewise, White St Partners gained enhanced liability protection in the event that new financial looses or other liabilities crop up.

Who are White St[x] Partners?

Super wealthy Brazilian, Paulo H. Tavares de Melo, and his two executive-level associates, Nelson Stabile[xi] and Victor Ballestas,[xii] are the Principles in Tavares de Melo’s Integra Investments, LLC and Integra Real Estate, LLC. Paulo Melo’s Integra Real Estate joins Everett Atwell’s Ironwood VG, LLC to become the corporate foundation of White St Partners. We’ll talk later about Wexford Spectrum Fund, the third entity in Peary Court’s ownership.

Key West’s own, Everett Atwell, the local face of White St Partners, is a KeyWester to the core: Born and raised in Key West, a graduate of Key West High School, Atwell left the Island briefly to get a Bachelor of Science degree in electrical engineering. Graduating from Notre Dame University, Atwell returned to Key West, becoming “Director of Substation engineering for the City of Key West electric utility. … Capitaliz [ing]… on his local knowledge to acquire …waterfront real estate. [Atwell then]…. Partner[ed with]…KeysCaribbean properties.”[xiii]

Never mind that Atwell’s notorious “Watermark” project—the poster child for bad planning and ignoring laws, “became a center of controversy in 2005,” even before construction had begun. Watermark’s neighbors objected to the size of the proposed development, saying it was out of scale with the surrounding community and violated height restriction code. When “construction of 32 luxury town houses stalled in the wake of the real estate market crash and economic downturn,…one model home stood deserted in the midst of an empty lot surrounded by an 8-foot-tall construction wall.” And Atwell’s Cortex Corporation was facing its fourth foreclosure.  In 2009 Wachovia Bank filed bankruptcy proceedings against Everett Atwell’s then company, Cortex Acquisition Group, LLC. Facing default on its Wachovia $15.3 million loan to build Angler’s Reef[xiv]–a high-end gated community located at mile marker 85—Atwell resolved, “”to spend 10 to 12 months trying to sell the homes.””

As for Atwell’s Cortex Acquisition Group—Atwell was listed in late 2012 as head of Atwell Holdings[xv]–that entity was “administratively dissolved” by 2013 or 2014.”[xvi] Between 2011 and 2014, Atwell co-managed Ironwood VG, a limited liability corporation whose “management” he shared with Denise Atwell (Ann Rozelle was the entity’s “registered agent).”[xvii] In 2014, Ironwood VG fell into “administrative dissolution,” which in corporation legal-eze means that a limited liability corporation ‘kinda’ still exists even though it doesn’t. Here’s how such a somewhat liminal status comes about: if a corporation does not submit its annual report to Florida State by May 1, the entity gets a $400 fine; if the fine is not paid by the third Friday in September, the entity is “administratively dissolved” by the state. Such an ‘inactive’ corporation “continues its corporate existence [but]…may not carry on any business except that necessary to wind up and liquidate its business….” The corporation’s director is personally liable for [all] debts, obligations, and liabilities of the corporation….”[xviii]

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I have a burning question: Can Peary Court Holdings LP legally list Everett Atwell’s Ironwood VG, LLC as a corporate limited liability corporation of White St Partners, when Florida State has administratively dissolved Ironwood VG?[xix]

White St Partner’s Paulo Tavares de Melo, Chief Operating Officer of his own Peary Court-related corporations–Integra Investments and Integra Real Estate –is  the wealthy scion of an old and very rich Northeastern (Pernambuco State) Brazilian family. Paulo Melo, who “holds an MBA in finance from the University of Miami and a Bachelor’s Degree in Business Administration from Nicholls State University,”[xx] was chief executive officer of his family’s Brazil-based conglomerate, Grupo Tavares de Melo.[xxi] Connected to his native Brazil by the family’s money that, as Integra’s own website statement confirms, flows from northeast Brazil to South Florida. As Integra’s web pitch explains, in 2001, after Paulo Melo had established his own investment company in Miami,

“Paulo…started investing in real estate opportunities for [his Brazilian family’s multinational,] Grupo Tavares de Melo, one of Brazil’s leading privately held conglomerates. From 2001 to 2008, Paulo spearheaded the group’s [Grupo Tavares de Melo] initiatives and completed multiple successful investment cycles [in Miami] through a land banking business model. In 2009, as the Florida real estate market became abundant with opportunities, Nelson Stabile joined Paulo Melo to enhance the team’s execution capabilities and pursue a more comprehensive investment strategy.”[xxii]

Paulo Melo’s “land banking business model,” involves “the practice of aggregating parcels of land for future sale or development,” usually through “quasi-governmental entities created by counties or municipalities to effectively manage and repurpose an inventory of underused, abandoned, or foreclosed property.[xxiii] Land banking is ripe for such real estate scams as when, “large areas of Florida swampland…were… sold as suitable for real estate.”[xxiv]

In 2007, Paulo Melo’s brother, Marcelo Tavares de Melo, then head of the Grupo Tavares de Melo’s northeast Brazilian enterprises, was jailed for corruption. After almost a decade of investigation by Brazil’s Polícia Federal (roughly like the FBI), Marcelo was charged[xxv] with being the king-pin of an illegal cartel—dubbed the “Gasoline Cartel”–that had been manipulating, upwards, the price of gasoline sold to gas stations and at the pumps. Marcelo Tavares de Melo’s family’s business “controls innumerable gasoline-related businesses, including the Ello-Puma gasoline distribution company in northeast Brazil.”

northeast brazilThe price altering of gasoline resulted in the cost of gasoline raising as much as 127% within a 24-hour period, which negatively impacted bus passengers and car drivers’ pocket books in some of Brazil’s poorest cities.

Now, let me be clear: Paulo Melo’s brother’s involvement in an illegal gasoline price fixing cartel that enhanced the Grupo Tavares de Melo’s revenues, would have no negative implications for Paulo Tavares de Melo’s Integra Group’s Miami operations, if his Integra, LLC were not investing Grupo Tavares de Melo’s money in Florida real estate. However, it appears that such investment may have taken place: This question of ‘fruit of the poisonous tree’ could be a serious concern for Florida and the US government corporate regulators. Was ‘bad money’ involved in the purchase of Peary Court? We may never know without further investigation.

Wexford Spectrum Fund

The final entity associated with Peary Court’s ownership, the Wexford Spectrum Fund, is a hedge fund managed by Wexford Capital (Greenwich, CT).[xxvi]   According to a CliffWater[xxvii] 2011 Report, Wexford Capital LP …was founded by Charles Davidson and Joseph Jacobs in 1994. The firm currently manages $7.0 billion, including $4.6 billion in three hedge funds.” One of these, Wexford’s Spectrum fund, in 2011 had assets amounting to $3.8 Billion. By including a corporate hedge fund — ‘which is a limited partnership of investors that uses high-risk methods, such as investing with borrowed money, in hopes of realizing large capital gains’ —in the ownership of Peary Court property, the new owners of Peary Court property are faithfully retaining the ‘snatch, grab, and sell’ business practices of White (Street’s) Partners whose business model links piracy and capitalism. The triumvirate will be well-served by account executives at the Wexford Spectrum Fund. Being “relatively unregulated, hedge funds…are best known for using more sophisticated (and risky) investments and techniques.” This to me smacks of ‘high-risk’ sport!

Peary Court’s triumvirate—a pack of quick-buck, slight-of-hand, investors who don’t even really trust one another, must unload their “white (Street) elephant” : Will voters keep Key West government from becoming a sucker to high-risk piracy capitalism?

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[i] See “Ownership Certification”:
http://www.cityofkeywest-fl.gov/egov/documents/1453745141_58428.pdf

[ii] http://supersimplelearning.com/resource-center/skeleton-coloring-page/

[iii] http://www.encyclopedia.com/topic/Bank_holding_companies.aspx

[iv] http://legal-dictionary.thefreedictionary.com/Holding+Company

[v] Ibid

[vi] http://www.joshuakennon.com/how-a-holding-company-works/

[vii] Limited partnerships: https://en.wikipedia.org/wiki/Limited_partnership

[viii] A limited partnership (LP) is usually formed by “at least one general partner (or full partner) and at least one limited partner (or nominal partner). General partnerscontrol and manage the partnership, and are jointly and severally liable for all its debts and obligations.   Limited partners (1) cannot, in any way, control or participate in the management of the partnership (emphasis added to distinguish between of their own entity and of the Holding company)…otherwise they will lose their limited liability protection, (2) [Limited partners} are liable only up to the sums invested by them, and (3) cannot withdraw their investments without the consent of the general partners.”

[ix] http://www.businessdictionary.com/definition/limited-partnership.html

What started out as White Street Partners changed at some point to White St Partners–to look up the latter you’ll need to use the name as just written.

[xi] Nelson Stabile[xi], “received his Master’s degree in Engineering and Construction Management from Florida International University, with a Bachelor’s degree from the University of Miami in Business Administration, with a concentration in International Finance and Marketing. Stabile who is fluent in English, Spanish and Portuguese,” may have Latin American roots as well. KeyWesters who attended the HARC meetings that eventually killed Paulo Tavares de Melo’s dreams for Peary Court, may remember Nelson Stabile. A seasoned real estate developer for Integra, and active in eight other Miami companies, Stabile also heads his own Miami-based general construction company, Estrutura, LLC.

[xii] Victor M. Ballestas, not listed among White Street Partners’ members, is however, a finance and real estate executive Integra. Slected in 2012 as one of the Miami region’s “100 Power Leaders,” Ballestas has a Bachelor’s degree in Finance from Florida International University and a Master’s degree in Real Estate Finance. Described on Integra’s corporate site as having been “Immersed in the real estate industry for most of his life,”[xii] Ballestas cut his teeth on buying up and turning around “distressed properties.” In 2012, Ballestas–along with Stabile and Tavares de Melo—when they were Principles in yet another LLC–Biscayne Brickell, LLLP (a Limited Domestic Partnership), scored big from the foreclosure of Miami’s 14-story Chase Bank office building. The building was “surrendered…[to Biscayne Brickell] in a deed in lieu of foreclosure.” That is, the ‘underwater’ Chase Bank sold its $16.5 million dollar loan to Biscane Brickell, “which took ownership of the building in exchange for forgiving the… building’s …loan debt.” Biscayne Brickell, LLLP, which was “Managed” at the time by Victor Ballestas, Nelson Stabile and PauloMelo, was described in the press as “affiliated with the Brazilian investment group Integra Solutions….”[xii] In its 2014 Florida State corporate filing, Biscayne Brickell, whose registered agent was “BCRA, LLC,” contained Paulo Tavares de Melo’s signature. I could not find any solid finance information about Biscayne Brickell, a private holding company.

[xiii] See what it now has: http://www.keyscaribbean.com/ownership.php

[xiv] Angler’s Reef “community is located on Old Highway and the Atlantic Ocean at mile marker 85.

[xv]http://search.sunbiz.org/Inquiry/CorporationSearch/ConvertTiffToPDF?storagePath=COR%5C2010%5C0422%5C77093219.tif&documentNumber=P00000105379

[xvi]http://search.sunbiz.org/Inquiry/CorporationSearch/ConvertTiffToPDF?storagePath=COR\2012\1025\40797269.Tif&documentNumber=L01000009378; http://search.sunbiz.org/Inquiry/CorporationSearch/SearchResultDetail?inquirytype=EntityName&directionType=Initial&searchNameOrder=CORTEXACQUISITIONGROUP%20L010000093780&aggregateId=flal-l01000009378-38532427-dbfe-49ed-b08d-ddf4bba8cda2&searchTerm=Cortex%20Acquisition%20Group&listNameOrder=CORTEXACQUISITIONGROUP%20L010000093780

[xvii] http://search.sunbiz.org/Inquiry/CorporationSearch/GetDocument?aggregateId=flal-l11000023524-3cc4da5c-961e-4251-95d5-9bdbcbd06a62&transactionId=l11000023524-004d005b-cb8c-46c4-b094-5204e87b549a&formatType=PDF

[xviii] Houghtonpa.com/administrative-dissolution-in-florida/

[xix] http://search.sunbiz.org/Inquiry/CorporationSearch/GetDocument?aggregateId=flal-l12000026626-706392a9-a454-452b-93eb-b3a6689b0550&transactionId=l12000026626-c03c3efb-2e54-46d6-9c64-c67c8260cb70&formatType=PDF

[xx] http://www.integrafl.com/v1/index.php/paulo-tavares-de-melo

[xxi] Grupo Tavares de Melo: http://www.tavaresdemelo.com.br/pt/

[xxii] http://www.integrafl.com/v1/index.php/company

[xxiii] https://en.wikipedia.org/wiki/Land_banking

[xxiv] Ibid, see reference ‘xxiv’ for more such scams

[xxv] http://acertodecontas.blog.br/atualidades/pf-pede-e-justica-mantem-prisao-de-marcelo-tavares-de-melo-e-mais-tres-empresarios/

[xxvi] See “Ownership Certification”:
http://www.cityofkeywest-fl.gov/egov/documents/1453745141_58428.pdf

[xxvii] http://data.treasury.ri.gov/dataset/96dcb86f-e97e-4b05-8ce2-a40289e477a6/resource/ff46cbd7-ccaa-4fb5-a178-18d22a613f67/download/Wexford-Cliffwater-Investment-Due-Diligence-ReportRedacted.pdf

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