sr-032712-3g10
ity of City Council Report
Santa Monied
City Council Meeting: March 27, 2012
Agenda Item: _C1
To: Mayor and City Council
From: Andy Agle, Director of Housing and Economic Development
Subject: Pacific Park: Transfer of Membership Shares of Santa Monica
Amusements to MAPCO, LLC
Recommended Action
Staff recommends that the City Council:
1) consent to the transfer of the membership shares in Santa Monica Amusements,
LLC to a newly formed entity called MAPCO, LLC, owned by Mary Ann Powell,
for continued operation of Pacific Park on the Santa Monica Pier,
2) authorize the City Manager to execute the appropriate documents evidencing the
City's consent.
Executive Summary
Santa Monica Amusements, LLC, (SMA), a wholly owned subsidiary of SMA Tenant
Holdings, LLC, operates Pacific Park, under a sublease with CNL Income Park, LLC
and CNL Income Park TRS Corporation. SMA Tenant Holdings has entered into a
membership Interest Purchase Option Agreement with a newly formed limited liability
corporation called MAPCO, LLC, which is solely owned by Mary Ann Powell, the Chief
Executive Officer and General Manager of SMA for the last 15 years, and her husband.
SMA and MAPCO, LLC request the City's consent to the transfer and assignment of the
membership shares of SMA to MAPCO, LLC.
Background
Pacific Park, on the Santa Monica Pier, operates under a lease with the City. The
original lessee, Santa Monica Amusements, began operation in 1996.
On December 14, 2010, the City consented to an assignment of the lease to two
entities, CNL Income Pacific Park, LLC, as to the ground lease, and CNL Income Pacific
Park TRS Corporation, as to the personal property consisting of rides and amusements.
Both CNL entities entered into subleases with SMA to continue operation and
management of Pacific Park.
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Discussion
Mary Ann Powell has been Chief Executive Officer and General Manager of SMA for
15 years. Under her leadership, Pacific Park has become a major attraction on the
Santa Monica Pier, and with its solar - powered Ferris Wheel and rides, has created a
widely recognized, iconic image of Santa Monica. On February 9, 2012, Ms. Powell's
newly formed corporation, MAPCO, LLC, and SMA Tenant Holdings entered into a
Membership Interest Purchase Option Agreement for MAPCO, LLC to obtain an option
to purchase the membership shares of SMA. The deadline to exercise the Option is
March 31, 2012.
SMA and MAPCO, LLC have requested the City's consent of the assignment of the
membership shares of SMA to MAPCO, LLC, whose ownership consists of Mary Ann
Powell, as to 99 percent and James Steven Powell as to 1 percent. MAPCO, LLC will
continue to operate Pacific Park in accordance with the lease and sub - leases previously
approved by the Council
Financial Impacts & Budget Actions
There is no immediate budget/financial impact to the policy decision.
Prepared by: Miriam Mack, Economic Development Manager
Andy Agle, Director
Housing and Econo
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Forwarded to Council:
Rod Gould
City Manager