Michael A. Pego - Odyssey PropCo VII, LLC P6 9,1 - a L-1( 6
B RECEIVED
M I AM I EA Office of the City Clerk NOV 30 2021
1700 Convention Center Drive
Miami Beach, FL 33139 CITY OF MIAMI BEACH
305.673.7411 OFFICE OF THE CITY CLERK
LOBBYIST REGISTRATION FORM
Lobbyist means all persons employed or retained, whether paid or not, by a principal who seeks to encourage the passage, defeat or
modification of any ordinance, resolution, action or decision of any commissioner; any action, decision, recommendation of the City
Manager or any City board or committee; or any action, decision or recommendation of any City personnel during the time period of the
entire decision-making process on such action, decision or recommendation that foreseeably will be heard or reviewed by the City
Commission, or a City board or committee. The term specifically includes the principal as well as any employee engaged in lobbying
activities. The term "Lobbyist" has specific exclusions. Please refer to City Code Chapter 2, Article VII, Division 3, entitled "Lobbyists,"
for additional information.
Instructions: Please complete all sections of this form and submit the completed form, with the applicable fee, to the Office of the City
Clerk. If you need more space to complete an answer, use a separate sheet(s) of paper. If you have nothing to report in a particular
section, you must write "none" or "n/a" in that section. Any change to any information originally filed, or any additional City
Commissioner or personnel who are also sought to be lobbied shall require that the lobbyist file an amendment to the registration form.
The lobbyist has a continuing duty to supply information and amend the forms flied throughout the period that the lobbying occurs.
Separate registration forms shall be required for each principal represented on each specific issue.
I. LOBBYIST INFORMATION:
Pego Michael A.
NAME OF LOBBYIST (Last) (First) (Middle Name)
Shutts & Bowen LLP, 200 South Biscayne Blvd., Suite 4100 Miami Florida 33131
LOBBYIST BUSINESS NAME AND ADDRESS (Number and Street) (City) (State) (Zip Code)
305-415-9417 mpego@shutts.com
LOBBYIST BUSINESS TELEPHONE NUMBER CELLULAR TELEPHONE NUMBER EMAIL ADDRESS
II. PRINCIPAL INFORMATION:
Odyssey PropCo VII, LLC
NAME OF PRINCIPAL (Last) (First) (Middle Name)
Odyssey PropCo VII, LLC, 345 California Street, Suite 3300, San Francisco, CA 94104
PRINCIPAL BUSINESS NAME AND ADDRESS (Number and Street) (City) (State) (Zip Code)
212-601-4700 j��ullcr@tpg.corn
PRINCIPAL BUSINESS TELEPHONE NUMBER CELLULAR TELEPHONE NUMBER EMAIL ADDRESS
Pursuant to City Code Section 2-482(h)(1)(a): A principal of any corporation, partnership, or other entity who appears as a lobbyist on behalf of that
entity,without special compensation or reimbursement for the appearance,whether direct, indirect,or contingent,to express support of or opposition to
an item shall register with the Clerk as required by this subsection but shall not be required to pay any registration fees.
If the principal is a Corporation, Partnership or Trust, the following information MUST be provided
pursuant to City Code Section 2-482(c):
• NAME OF CHIEF OFFICER, PARTNER, OR BENEFICIARY(if none,write N/A): Yaman Shukairy
• NAME OF ALL PERSONS HOLDING, DIRECTLY OR INDIRECTLY,A 5%OR MORE OWNERSHIP INTEREST IN SUCH
CORPORATION, PARTNERSHIP OR TRUST(if none,write N/A):
See attached.
Page 1 of 5
III. ISSUE TO BE LOBBIED:
Describe with as much detail as is practical, including but not limited to a specific description where
applicable of a pending request for proposal, invitation to bid, or public hearing number.
PB21-0466 — Transfer of CUP - Property Address 2912 Collins Avenue
IV. CITY AGENCIES/INDIVIDUALS TO BE LOBBIED:
Pursuant to City Code Section 2-482(a)(4), list the City Commissioner or City personnel sought to be
lobbied, and whether the lobbyist has entered into any contractual relationship (paid or unpaid) with
said City Commissioner or City personnel from 12 months preceding such commencement of service
with the City to the present date, stating the general nature of the subject contractual relationship.
Full Name of Individual and Contractual Relationship (If yes, explain) YES NO
Title of Person to be Lobbied
City of Miami Beach Committees and Boards None V
City of Miami Beach Attorneys Office and Administration None ✓
City of Miami Beach Mayor and Commissioners None ✓
Pursuant to City Code Section 2-482(g), every registrant shall be required to state the extent of any
business, financial, familial or professional relationship, or other relationship giving rise to an
appearance of an impropriety, with any current City Commissioner or City personnel who is sought to
be lobbied as identified on the lobbyist registration form filed.
List any Business, Financial, Familial or Professional Relationship, or other relationship giving rise to an
appearance of impropriety (if none, write N/A):
None
V. DISCLOSE RATE AND AMOUNT OF LOBBYIST COMPENSATION — Be Specific. (Note that a
contingency fee is prohibited pursuant to City Code Sec. 2-485.3):
$350.00 per hour
Page 2 of 5
The following six(6)questions MUST be answered:
1) Pursuant to City Code Section 2-488, entitled "Prohibited Campaign Contributions By Lobbyists On Procurement Issues":
_Yes✓_No: Are you lobbying on a present or pending bid for goods, equipment or services, or on a present or
pending award for goods,equipment or service?
2) Pursuant to City Code Section 2-490, entitled "Prohibited Campaign Contributions By Lobbyists On Real Estate Development
Issues":
_Yes✓No. Are you lobbying on a pending application for a Development Agreement with the City or application
for change of zoning map designation or change to the City's Future Land Use Map?
3) Pursuant to City Code Section 2-482(h), any person (except those exempt from the definition of "lobbyist" as set forth in
Section 2-481) who only appears as a representative of a not-for-profit corporation or entity without special compensation or
reimbursement for the appearance, whether direct or indirect to express support of or opposition to any item, shall register with
the city clerk as required by this section, but shall not be required to pay any registration fees.
Yes✓No: Are you representing a not-for-profit corporation or entity without special compensation or
reimbursement?
4) Pursuant to City Code Section 2-481, the term "lobbyist" specifically excludes the following persons: Expert witnesses who
provide only scientific,technical or other specialized information or testimony in public meetings; any person who only appears
as a representative of a neighborhood association without compensation or reimbursement for the appearance,whether direct,
indirect or contingent, to express support of or opposition to any item; and any person who only appears as a representative of
not-for-profit community based organization for the purpose of requesting a grant without special compensation or
reimbursement for the appearance.
Yes✓No: Are you providing only scientific, technical or other specialized information; appearing as a
representative of a neighborhood association without special compensation or reimbursement or
representing a not-for-profit based organization for the purpose of requesting a grant without
special compensation or reimbursement?
5) Pursuant to City Code Section 2-491(1), no campaign consultant shall lobby the City Commission for a period of 12 months
following the swearing in of any elected official(s) for whom the campaign consultant provided campaign consulting services
within the past election cycle. See Section 2-491 for more information.
_Yes✓No. Have you provided campaign consulting services to an incumbent member of the City Commission
within the past election cycle? If yes,please list the incumbent member(s)of the City Commission:
Yes✓_No: If yes, has it been less than 12 months since the elected official(s) whom you provided campaign
consulting services was sworn in?
6) Pursuant to City Code Section 2-482(a)(4)a., a lobbyist who has within the past election cycle provided campaign consulting
services to an incumbent member of the City Commission (which lobbying activity is not otherwise prohibited by Code section
2-491) shall disclose such particular service on his/her lobbyist registration form and shall orally disclose such particular
service before lobbying the City Commission at a public meeting.
_Yes✓No: Have you provided campaign consulting services to an incumbent member of the City Commission
within the past election cycle? If yes,please list the incumbent member(s)of the City Commission:
_Yes✓No: If yes, were you promised or did you receive economic consideration in exchange for campaign
consulting services?
TO BE COMPLETED BY CITY CLERK'S STAFF ONLY 7
Annual Registration fee: ['� )Yes[ No Amount Paid$ MCR# L ! 1 G ) )2-L( Date Paid I'.l 0- Z-`
Lobbyist Registration Form received and verified by: 1�
F:\CLER\$ALL\aFORMS kLOSOYI6r O \Loajyist Form Revised 03-11-20 REG.doc Revised 03/11/2020
Page 3 of 5
VI. SIGNATURES UNDER OATH:
ON FEBRUARY 28 OF EACH YEAR, EACH LOBBYIST SHALL SUBMIT TO THE OFFICE OF THE CITY CLERK A
SIGNED STATEMENT UNDER OATH, LISTING LOBBYING EXPENDITURES, AS WELL AS COMPENSATION
RECEIVED, FOR THE PRECEDING CALENDAR YEAR WITH REGARD TO THE SPECIFIC ISSUE ON WHICH THE
LOBBYIST HAS BEEN ENGAGED TO LOBBY. A STATEMENT SHALL BE FILED EVEN IF THERE HAS BEEN NO
EXPENDITURE OR COMPEN �/�TION/ �
DURING THE REPORTING PERIOD.'
Signature of Lobbyist: ,/ i7 _ Date T/Z
// 1
v /
I do solemnly swear or affirm that all of the foregoing facts, statements, and disclosures in this form are true and correct,
and that I have read or am familiar with the provisions contained in Chapter 2, Art. VII, Division 3, entitled "Lobbyists" of
the Miami Beach City Code a all reporting requirements. /
Signature of Lobbyist: 11/1 Date /o// '/l/ _
Signature of Principal: v --7,/ Date I / a 0/ 19,;� /
VII. NOTARY SIGNATURE AND SEAL:
LOBBYIST: PRINCIPAL
State of f 0 r 1 da State of Te..:)04S
County of: 1.\ck,r1\( Lade e County of: 1 Q‘,W(,;n
Sworn to(or affirmed) and subscribed before me, Sworn to(or affirmed) and subscribed before me,
by means off 1 physical presence by means of Pf-physical presence
or 0 online notarization' 1 - / or CIonline notar tion,
this ( \ day of OC 1-r! ^ltC�(--! 203A, by this a 1 day of Y4kj e ,2Q4, by
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5USOLIE2 C. AaCf=1 l( a in 51-NukokArt,�
NAME OR LOBBYIST NAME OF PRINCIPAL
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'The term"lobbyist"specifically excludes the following persons:
Expert witnesses who provide only scientific,technical or other spec.alized information or testimony in public meetings;any person who
only appears as a representative of a neighborhood association without compensation or reimbursement for the appearance,whether
direct, indirect or contingent, to express support of or opposition to any item; and any person who only appears as a representative of
not-for-profit community based organization for the purpose of requesting a grant without special compensation or reimbursement for
the appearance.
Page 4 of 5
MIAMIBEACH
City of Miami Beach, 1700 Convention Center Drive,Miami Beach, Florida 33139,www.miamibeachfl.gov
Office of the City Clerk
Rafael E. Granada, City Clerk CityClerk@miamibeachfl.gov
Tel: 305.673.741 1, Fax: 305.673.7254
NAME OF LOBBYIST: Michael A. Pego
1) LOBBYIST FEE EXPENDITURE AND COMPENSATION STATEMENT
Pursuant to City Code Section 2-485(d), the City Clerk shall notify any lobbyist (or
principal) who fails to file timely a Lobbyist Fee Expenditure and Compensation Statement
(Statement). In addition to any other penalties that may be imposed as provided in
Section 2-485.1, a fine of $50.00 a day shall be assessed for Statements filed after the
due date. The City Clerk shall notify the Miami-Dade County Commission on Ethics and
Public Trust of the failure of a lobbyist (or principal) to file the Statement or pay the
assessed fines after notification.
Any lobbyist, who fails to file the required Statement by April 30th of each year, shall be
automatically suspended from lobbying until all fines are paid, unless the fine has been
appealed to the Miami-Dade County Commission on Ethics and Public Trust.
I hereby acknowledge that on February 28 of each year, I shall submit to the City Clerk a
signed Statement under oath listing all lobbyist expenditures, as well as compensation
received, for the preceding calendar year with regard to the specific issue on which I have
been engaged to lobby.
2) LOBBYIST WITHDRAWAL
Once an issue I have registered to lobby has concluded or I am no longer lobbying on
that issue, I shall immediately file a Notice of Withdrawal with the Office of the City Clerk.
3) ANNUAL LOBBYIST REGISTRATION FEE
I understand annual registration of all lobbyists shall be required for each 12-month period
commencing October 1 of each year, and the fee for such annual registration shall be
$500.00 pursuant to Section 2-482 of the Miami Beach City Code.
)0 V/A
Signat e of Lobby. t Date
F.\CLER\$ALL\aFORMS\LOBBYIST FORMS\Lobbyist Registration Form Revised 03-11-20 REG.doc
Page 5 of 5
CORPORATION, PARTNERSHIP OR LIMITED LIABILITY COMPANY
If the property that is the subject of the application is owned or leased by a corporation, partnership or
limited liability company, list ALL of the owners, shareholders, partners, managers and/or members, and
the percentage of ownership held by each. If the owners consist of one or more corporations,
partnerships, trusts, partnerships or other corporate entities, the applicant shall further disclose the
identity of the individual(s) (natural persons) having the ultimate ownership interest in the entity.
Odyssey Propco VIII, LLC
NAME OF CORPORATE ENTITY
NAME AND ADDRESS % OF
OWNERSHIP
Odyssey Holdings 2020,LLC;301 Commerce St,Suite 3300,Fort Worth,Texas 76102 100%
Odyssey Holdings 2020, LLC
NAME OF CORPORATE ENTITY
NAME AND ADDRESS % OF
OWNERSHIP
TPG RE III Odyssey Aggregation,L.P.;301 Commerce St,Suite 3300,Fort Worth,Texas 76102 99.609%
CORPORATION, PARTNERSHIP OR LIMITED LIABILITY COMPANY
If the property that is the subject of the application is owned or leased by a corporation, partnership or
limited liability company, list ALL of the owners, shareholders, partners, managers and/or members, and
the percentage of ownership held by each. If the owners consist of one or more corporations,
partnerships, trusts, partnerships or other corporate entities, the applicant shall further disclose the
identity of the individual(s) (natural persons) having the ultimate ownership interest in the entity.
TPG RE Ill Odyssey Aggregation, L.P.
NAME OF CORPORATE ENTITY
NAME AND ADDRESS % OF
OWNERSHIP
TPG RE III Odyssey Holdings,L.P.;301 Commerce St,Suite 3300,Fort Worth,Texas 76102 98.725%
TPG RE III Odyssey Holdings, L.P.
NAME OF CORPORATE ENTITY
NAME AND ADDRESS %OF
OWNERSHIP
TPG Real Estate Partners III,L.P.;301 Commerce St.,Suite 3300,Fort Worth,Texas 76102 32.79%
TPG RE III Odyssey BL,Inc.;301 Commerce St.,Suite 3300,Fort Worth,Texas 76102 16.39%
TPG RE III Master ECI CL,Inc.;301 Commerce St.,Suite 3300,Fort Worth,Texas 76102 50.46%
TPG Real Estate Partners III(D),L.P.;301 Commerce St.,Suite 3300,Fort Worth,Texas 76102 .36%
CORPORATION, PARTNERSHIP OR LIMITED LIABILITY COMPANY
If the property that is the subject of the application is owned or leased by a corporation, partnership or
limited liability company, list ALL of the owners, shareholders, partners, managers and/or members, and
the percentage of ownership held by each. If the owners consist of one or more corporations,
partnerships, trusts, partnerships or other corporate entities, the applicant shall further disclose the
identity of the individual(s)(natural persons)having the ultimate ownership interest in the entity.
TPG RE III Odyssey BL, Inc.
NAME OF CORPORATE ENTITY
NAME AND ADDRESS % OF
OWNERSHIP
TPG Real Estate Partners III(A),L.P.;301 Commerce St.,Suite 3300,Fort Worth,Texas 76102 100%
TPG RE III Master ECI CL, Inc.
NAME OF CORPORATE ENTITY
NAME AND ADDRESS % OF
OWNERSHIP
TPG RE III BDH ECI(B),L.P.;301 Commerce St.,Suite 3300,Fort Worth,Texas 76102 77.21%
TPG RE III BDH ECI(C),L.P.;301 Commerce St.,Suite 3300,Fort Worth,Texas 76102 22.79%
CORPORATION, PARTNERSHIP OR LIMITED LIABILITY COMPANY
If the property that is the subject of the application is owned or leased by a corporation, partnership or
limited liability company, list ALL of the owners, shareholders, partners, managers and/or members, and
the percentage of ownership held by each. If the owners consist of one or more corporations,
partnerships, trusts, partnerships or other corporate entities, the applicant shall further disclose the
identity of the individual(s)(natural persons)having the ultimate ownership interest in the entity.
TPG RE III BDH ECI (B), L.P.
NAME OF CORPORATE ENTITY
NAME AND ADDRESS % OF
OWNERSHIP
TPG Real Estate Partners III(B),L.P.;301 Commerce St.,Suite 3300,Fort Worth,Texas 76102 100%
TPG RE III BDH ECI (C), L.P.
NAME OF CORPORATE ENTITY
NAME AND ADDRESS %OF
OWNERSHIP
TPG Real Estate Partners III(C),L.P.;301 Commerce St.,Suite 3300,Fort Worth,Texas 76102 100%
EXHIBIT " C "
TP G
From: Yaman Shukairy, Vice President
Date: September 1, 2021
Entity: Odyssey PropCo VIII, LLC
Fund': TPG Real Estate Partners III, L.P.
Investment Adviser: TPG Real Estate III Management, LLC; SEC# 801-79315
This memorandum confirms certain beneficial ownership information regarding the
Entity and the Fund. Additional information regarding the due diligence and anti-money
laundering procedures undertaken by the Fund can be provided upon request.
Beneficial Ownership
The Entity is indirectly more than 98% funded by partners of the Fund or their
affiliates collectivel its "Investors"). ''the only investors with an equity interest of 56Z
t3 , - "three foreign pension plan fund investors,two sovereign wealth
funds, and a foreign governmental investor, and based on information and belief there is
no individual with an ultimate economic interest of 5%or greater in the Fund.
Control Interest
The Fund, the Investment Adviser and the portion of the Entity controlled by TPG2
are ultimately controlled by Messrs. David Bondertnan and James George Coulter.
Regulated Status
The Investment Adviser to the Fund is a registered investment adviser with the SEC.
Additional information on the Investment Adviser and the Fund is publicly available on
the SEC's website at: http://www.adviserinfo.sec.gov/IAPD/. The Investment Adviser has
engaged TPG and its affiliates to manage the day-to-day activities of the Fund and is
responsible for the Fund's investment decisions.
Under the Financial Crimes Enforcement Network's ("FinCEN") final rule on
Customer Due Diligence Requirements for Financial Institutions, effective July 11, 2016
(which contain the customer due diligence requirements, including beneficial ownership
As used in this memo,the term "Fund"refers to the entity set forth adjacent to the caption"Fund"in the
header of this memo or any parallel fund or their alternative investment vehicles which are reported on a
consolidated basis with such entity.
TPG Global, LLC(together with its affiliates, "TPG")is a Delaware limited liability company(Delaware
File Number 5066307)with its principal office at 301 Commerce Street,Suite 3300,Fort Worth, TX 76102
and is wholly owned by TPG Global Advisors, LLC,a registered investment adviser with the United States
Securities and Exchange Commission(the"SEC")(SEC#801-72942).
diligence, that U.S. financial institutions must comply with by May 11, 2018), investment
advisers and private funds advised by such advisers are excluded from the definition of
"legal entity customer"3. U.S. financial institutions are not required under the ownership
prong of customer due diligence to identify and verify the identities of a natural person
behind entities excluded from the legal entity customer definition.4 Accordingly,TPG,the
Investment Adviser and the Fund are not required to disclose beneficial ownership
information at any level to a U.S. financial institution.
The statements in this memorandum and any additional information or
documentation provided to you in connection with your due diligence (collectively, the
"Information" and any reference to which shall mean any and all such documentation or
information) are non-public and highly confidential and are being provided to you for
informational purposes only. By accepting the Information, you agree that (i) you
understand that the Information is confidential, (ii) you will maintain the confidential
nature of the Information, (iii) without the prior written consent of TPG, you will not
disclose the Information to any person other than(a)to your directors. officers, employees
and attorneys and then only on a "need to know" basis and after having informed them of
the confidential nature of these documents, (b) a regulatory authority with competent
jurisdiction(provided that prior to such disclosure,you will use your reasonable best efforts
to obtain confidential treatment for the Information from such authorities)or(c)as required
by law,(iv) if requested or required to disclose any Information pursuant to item(iii)(b) or
(c), you will contact TPG as soon as possible and(if permitted under applicable law)prior
to releasing such Information and (v) in no event will you use the Information for any
purpose other than compliance with applicable anti-money laundering or similar laws.
The statements in this memorandum are made as of the last completed calendar
quarter prior to the date first written above. TPG makes no undertaking to update this
memorandum as of any subsequent date.You may contact us, no more often than annually,
to confirm that this information is still accurate.
Sincerely,
Y -;
Yaman Shurkairy
3 §1010.230(e)(2)"Legal entity customer does not include:...(v)An investment adviser,as defined in section 202(a)(1 1)
of the Investment Advisers Act of 1940. that is registered with the Securities and Exchange Commission under that
Act;... (xi)A pooled investment vehicle that is operated or advised by a financial institution excluded under paragraph
(e)(2)of this section."
4"In the relatively unusual situations where an excluded entity holds a 25 percent or greater equity interest that is not
covered by the above mentioned exclusion.FinCEN notes that covered financial institutions are not required under the
ownership prong to identify and verify the identities of a natural person behind these entities;this is because the definition
of"beneficial owner" under the ownership prong refers to "[elach individual, if any, . . .",and in such a case there
would not be any individual who is the ultimate owner of such interest."
`5 ' .k$74, a, ,w, 4 gym ,x -.n M rti
Miscellaneous Cash Receipt
CITY OF MIAMI BEACH
No,429204
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Cash ❑Credit Card Q Check# $
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Miscellaneous- NiCR-2022
For
Payment Amount 850.00
(THIS PJFORMAT)ON MUST BE COMPLETED) Office of Finance Director
By
Account Number:
Prepare,: Dept EXI: