THE CONDO BOOK PROJECT

Brooklyn Point

1 City Point A/K/A 138 Willoughby Street, Brooklyn, NY 11201

Overview

Brooklyn Point is a new 458-unit condo in Brooklyn, with 42 storage units. Its offering plan was accepted in January 2018. The developer is Extell Development Company, with Gary Barnett a/k/a Gershon Barnett named as the sponsor's principals. The offering totals $904 million.

The sponsor of record is 138 Willoughby LLC, represented by Nixon Peabody, LLP. The offering plan runs 827 pages. The sponsor has filed 23 amendments, the latest in January 2026. The nearest other condo plan on file is Cp3 Condominium, next door.

Plan C160008 · New · accepted Jan 31, 2018 · AG record ↗

Budget

From our research: How Close Are Offering Plan Tax Estimates to the Real Bill? · What New NYC Condos Spend on Staff, by Building Size · The Sponsor's Condo-Creation Fee in NYC

Amendments

  1. Amendment 23

    This amendment adopts a new budget effective January 1, 2026, updates the offering prices and related figures in Schedule A, adds certified 2024 financial statements, and reports on the building's Temporary Certificate of Occupancy.

    • New Corporation budget effective January 1, 2026; Schedules A, B and C updated
    • Offering prices and projected monthly maintenance charges with PILOT updated in Schedule A
    • Certified 2024 financial statements for the Corporation and Condominium added (Exhibit E)
    • Thirty-seven (37) Tower Residences offered by Sponsor as of December 16, 2025 (Exhibit D)
    • Temporary Certificate of Occupancy issued October 17, 2025; estimated cost of outstanding work for the Permanent Certificate of Occupancy is approximately $0
    • Sponsor's aggregate monthly Tower Charges approximately $66,038.00; aggregate gross monthly rental $87,998
    • Sponsor has paid in full its JPMorgan Chase Bank, N.A. loan; no bond or other security has been provided for Sponsor's Tower Charges obligation
    • Tower Board directors listed; all except Denise Quaglia are affiliated with Sponsor
  2. Amendment 22

    This amendment updates the offering plan's annual financials, including a new 2025 budget, the building's temporary certificate of occupancy status, and an extension of the sponsor's RMR Note.

    • New budget effective January 1, 2025, with updated Schedules A, B and C attached
    • Temporary Certificate of Occupancy issued February 13, 2025; estimated cost of outstanding work for the Permanent Certificate of Occupancy is approximately $63,838.00, and deposits are held in escrow
    • RMR Note amended and restated to extend the maturity date by eighteen (18) months
    • As of January 16, 2025, fifty-nine (59) Tower Residences are offered under the Plan by Sponsor
    • As of January 16, 2025, aggregate monthly Tower Charges for Sponsor-owned Tower Residences are approximately $95,204.97, and aggregate gross monthly rental is $268,775.00
    • Sponsor's JPMorgan Chase Bank loan secured by Unsold Tower Shares now matures October 9, 2025, with an option to extend to April 9, 2026
    • Certified financial statements for 2022 and 2023 added as Exhibit E
    • Closing Costs Note paid in full and terminated
  3. Amendment 21

    This amendment changes the offering prices of certain units under the Plan, as shown on a revised Schedule A (Exhibit A), and does not extend the Plan's term.

    • Offering prices of certain units amended per revised Schedule A (Exhibit A)
    • Units with a purchase agreement in effect are not affected without the purchaser's consent
    • Sponsor reserves the right to further revise purchase prices and other terms of sale, per the Plan
    • Plan term not extended
    • No other material changes to facts or circumstances affecting the Property or offering
  4. Amendment 20

    The amendment adopts a new 2024 budget, reports the Building's Temporary Certificate of Occupancy status and the estimated cost to obtain a Permanent Certificate of Occupancy, updates the count of unsold Tower Residences and Sponsor's financial and lender disclosures, and attaches updated financial statements.

    • New budget effective January 1, 2024, with updated Schedules A, B and C attached
    • Temporary Certificate of Occupancy issued December 15, 2023
    • Estimated cost of outstanding work for the Permanent Certificate of Occupancy is $63,838.00
    • 102 Tower Residences offered by Sponsor as of December 15, 2023
    • Sponsor's aggregate monthly Tower Charges approximately $147,956.00 and gross monthly rental $394,428.00 as of December 15, 2023
    • Certified financial statements for 2022 and 2021 attached as Exhibit E
    • Sponsor's JPMorgan Chase Bank, N.A. loan matures September 9, 2024, with option to extend to September 9, 2025
    • Tower Board directors listed, with Sponsor affiliation noted for all but Denise Quaglia
  5. Amendment 19

    This amendment extends the maturity dates of the Closing Costs Note and the RMR Note by eighteen months each, replaces Sponsor's counsel, and limits how long the plan may be used.

    • Closing Costs Note restated; maturity extended 18 months to January 22, 2025
    • RMR Note restated; maturity extended 18 months
    • Restated Closing Costs Note principal amount is $607,453.34 at 5% interest
    • Benesch, Friedlander, Coplan & Aronoff LLP substituted as Sponsor's counsel
    • Plan may not be used after six months following the amendment's filing date unless further extended or amended
  6. Amendment 18 August 2, 2023

    This Eighteenth Amendment changes the offering prices of certain units, as shown in a revised Schedule A (Exhibit A), and does not extend the Plan's term.

    • Offering prices of certain units changed as shown in revised Schedule A (Exhibit A)
    • Sponsor may revise further prices and terms, but not for a unit under a signed purchase agreement without that buyer's consent
    • Revised Schedule A shows projected maintenance charges for January 1, 2023 - December 31, 2023
    • Plan term is not extended
  7. Amendment 17 April 4, 2023

    This Seventeenth Amendment changes the offering prices of certain Brooklyn Point units as set out in revised Schedule A and does not extend the Plan's term.

    • Offering prices of certain units revised per Exhibit A (revised Schedule A), e.g., Unit 15A at $2,061,255
    • Sponsor may revise prices and other sale terms further, but not for a unit under an existing purchase agreement without that purchaser's consent
    • Projected maintenance charges shown are for the January 1, 2023 to December 31, 2023 cooperative operation period
    • Plan term is not extended
  8. Amendment 16

    This amendment adds the required annual financial updates, ends the Waiver Period on December 31, 2022 so buyers begin paying Tower Charges on January 1, 2023, reports the status of the Temporary Certificate of Occupancy, and extends the Plan's term by twelve months.

    • Waiver Period expires December 31, 2022; Tower Charges begin January 1, 2023 per the approved budget
    • Plan term extended twelve (12) months from the date of the amendment
    • 2023 Corporation budget (Schedule B) projects total income and expenses of $7,141,675
    • Outstanding work for a Permanent Certificate of Occupancy estimated at approximately $146,942
    • Temporary Certificate of Occupancy issued September 27, 2022
    • 160 Tower Residences offered by Sponsor as of November 20, 2022
    • Sponsor's unsold shares pledged for a JPMorgan Chase Bank, N.A. loan with initial maturity September 9, 2024, extendable to September 9, 2025
    • Condominium and Corporation fiscal years changed to a calendar year
  9. Amendment 15

    The OCR text is too garbled to identify any changes this amendment makes to the offering plan.

  10. Amendment 14 March 14, 2022

    This amendment changes the offering prices of certain units, shown in a revised Schedule A (Exhibit A), and reserves the sponsor's right to revise prices and sale terms further.

    • Offering prices of certain units amended per revised Schedule A (Exhibit A)
    • Sponsor may revise further prices and terms, but not for units with a purchase agreement in effect without that purchaser's consent
    • Projected maintenance charges shown for cooperative operation July 1, 2021 - June 30, 2022
    • No other material changes to the property or offering, except as stated in this amendment
  11. Amendment 13

    The amendment updates the Closing Costs Note and Schedule A after the final title insurance cost came in lower than estimated, adds financials, a temporary certificate of occupancy and an architect's cost estimate, updates sponsor and counsel information, and sets a six-month limit on using the plan.

    • Title insurance final cost $2,376,578.00, versus the $2,488,404.00 estimated in the Plan
    • Purchasers who paid their share of the title insurance cost receive a credit against monthly Tower Charges equal to the difference
    • Closing Costs Note amended and restated with a principal balance of $1,550,742.00, and its maturity date extended 18 months
    • Schedule A updated for the Cooperative Operation period July 1, 2021 - June 30, 2022
    • Architect estimates $1,289,489 to complete the work needed for a PCO as of November 16, 2021; Sponsor is holding purchaser deposits and funds in escrow in at least that amount
    • Temporary Certificate of Occupancy attached; permanent certificate of occupancy not yet issued
    • Nixon Peabody LLP substituted as Sponsor's Counsel
    • Plan may not be used after six months from the filing date of this Amendment unless further extended or amended
  12. Amendment 12

    This Twelfth Amendment extends the Plan for six months and updates the unsold unit count, Board members, budgets, certificate of occupancy status, and Sponsor financial disclosures as of July 12, 2021.

    • Plan may not be used after six months following the filing date of this Amendment, unless further extended or amended
    • 313 Unsold Tower Residences owned by Sponsor as of July 12, 2021 (listed in Exhibit C)
    • Permanent certificate of occupancy not yet issued; SLCE Architects estimate $3,519,281 to complete remaining work as of July 12, 2021, with deposits held in a special escrow account
    • First Annual Meeting of Tower Residences Owners scheduled for August 3, 2021; First Closing occurred July 22, 2020
    • Board members: Ari Goldstein, Anthony Mannarino, Anthony Abbruzzese, Ahuva Genack, Max Miller, all affiliated with Sponsor
    • Budgets attached for July 1, 2021 - June 30, 2022: Corporation projected income $6,988,401; Condominium projected first-year expenses $2,282,544
    • Certified Corporation financial statements not yet available; Sponsor to update Plan with statements through December 31, 2021
    • Sponsor-owned Tower Residences: aggregate monthly Tower Charges approximately $364,892.92 and PILOTs approximately $28,169.46 as of July 12, 2021
  13. Amendment 11

    This amendment makes Tower Residence Owners pay their share of the Waiver Period operating expenses from January 1, 2021, adds Serhant LLC as a co-exclusive selling agent, reports the temporary certificate of occupancy and the $12,420,000.00 cost to complete the permanent certificate, and sets a six-month limit on using the Plan.

    • Tower Residence Owners must pay their proportionate share of Waiver Period Operating Expenses, based on their Tower Interests, effective January 1, 2021
    • Sponsor must file an amendment disclosing the Waiver Period's expiration at least thirty (30) days before it expires
    • Serhant LLC added as co-exclusive marketing and sales agent with Extell Marketing Group LLC for the Tower Residences
    • Permanent certificate of occupancy not yet issued; temporary certificate of occupancy annexed as Exhibit "B"
    • Architect estimates $12,420,000.00 to complete work needed for the permanent certificate of occupancy, as of January 14, 2021
    • Plan may not be used after six (6) months following the filing date of this Amendment unless further extended or amended
    • Schedule "B" projected budget for first year of cooperative operation remains in effect
  14. Amendment 10

    This Tenth Amendment reports that the First Closing occurred on July 22, 2020, updates the PCO escrow, working capital and reserve fund balances, names the initial Tower Board, and extends the term of the offering.

    • First Closing occurred remotely on July 22, 2020, and references to its anticipated date are modified
    • Temporary Certificate of Occupancy issued May 26, 2020 for Tower Residence 18H; permanent Certificate of Occupancy not yet issued
    • PCO escrow holds more than $20,242,298, matching the architect's estimated cost to complete PCO work as of August 24, 2020
    • Term of the offering extended
    • Initial Tower Board members named (Ari Goldstein, Tony Mannarino, Anthony Abbruzzese, Ahuva Genack, Max Miller), all affiliated with Sponsor
    • No Apartment Corporation financial statements yet; Tower Charges not yet assessed; no Tower Residences leased or occupied
    • Working Capital Fund balance $13,580.76 as of August 14, 2020; reserve fund balances updated
    • Exhibit C lists Unsold Tower Residences as of August 24, 2020
  15. Amendment 9

    This Ninth Amendment moves the Resident Manager's Residence to Tower Residence 43E with revised Tower Share allocations and pricing, adds three Storage Bins for sale, updates title insurance terms and the roof layout, and adds FinCEN Geographic Targeting Order disclosure.

    • Resident Manager's Residence moved from Tower Residence 16L to Tower Residence 43E; Tower Share allocations increased for certain Unsold Tower Residences
    • Three (3) Storage Bins added and offered for sale
    • Title Insurance Cost anticipated at $2,488,404.00 in total; approximately $49.77 per Tower Share, paid by Purchaser at closing
    • FinCEN Geographic Targeting Order disclosure added, effective through May 9, 2020 as of the date of the amendment, subject to change
    • RMR Note amended to reflect the RMR Transfer
    • Roof furniture layout modified
    • Budgets for the First Year of Operation not changed
    • Plan may not be used after six (6) months following the filing date of this Amendment, unless further extended or amended
  16. Amendment 8

    The OCR text is too garbled to identify any changes this amendment makes to the plan.

  17. Amendment 7

    The OCR text is too garbled to identify any changes this amendment makes to the plan.

  18. Amendment 6

    The amendment text is too garbled by OCR to identify any changes to the plan.

  19. Amendment 5

    This Fifth Amendment splits 41F–68F/PHF into two one-bedroom homes, changes some floor layouts, updates shares and prices, adjusts the budget for a cellular antenna system and lower BID fee, and adds FinCEN reporting notes.

    • Tower Residences 41F–68F/PHF divided into two one-bedroom apartments, 41F–68F/PHF and 41J–68J/PHJ
    • Tower Residences offered for sale raised from 458 to 483
    • Kitchen changed from "L" shape to island in 41D–68D/PHD; heat pump moved to a bedroom in 41E–68E/PHE
    • Shares reallocated; Purchase Prices and maintenance amounts updated accordingly
    • Projected BID fee reduced to $210,000
    • $174,300 cellular distributed antenna system line item added to budget, covering three service providers; full coverage not guaranteed
    • Certain purchasers without bank financing may need to provide FinCEN information; order effective until May 15, 2019, subject to change
    • Plan may not be used for six months after the amendment's Filing Date unless further extended or amended
  20. Amendment 4

    The OCR text is too garbled to identify any changes this amendment makes to the offering plan.

  21. Amendment 3

    This Third Amendment revises the floor plans and adds disclosure of the construction and mezzanine financing, rental restrictions, condominium formation, and a smoking policy to the Brooklyn Point offering plan.

    • Construction loan of $425,000,000 from a syndicate led by Manufacturers and Traders Trust Company, with Intesa Sanpaolo S.P.A., New York Branch and Capital One, National Association, disclosed
    • Mezzanine loan of $105,000,000 from a syndicate led by RXR City Point Mezz Lender LLC disclosed, secured by a pledge of the Mezz Borrower's interests in Sponsor rather than a mortgage on the Building
    • Mezzanine loan prohibits renting Tower Residences; Sponsor waives its right to rent while the prohibition is outstanding, but may rent with the mezzanine lender's approval
    • Construction loan limits Sponsor to no more than ten (10) Interim Leases; no minimum number or percentage of Tower Residences must be under contract before the Plan is declared effective
    • Smoking policy added: smoking not permitted in Common Elements, permitted in individual Tower Residences and private terraces (if any), but smoke may not escape to other Tower Residences or the Common Elements
    • Floor plans revised for changes resulting from construction (Exhibit A), with Exhibit B highlighting changes to each Unit
    • CP3 Condominium formation disclosed: Declaration of Condominium dated May 1, 2018, recorded July 31, 2018, CRFN 2018000254091
  22. Amendment 2

    The amendment text is too garbled by OCR to identify any changes to the offering plan.

  23. Amendment 1 April 4, 2018

    This First Amendment changes the purchase prices of certain residential units as set out in Exhibit A, and the plan may not be used after six months from the amendment's filing date unless it is further extended or amended.

    • Purchase prices changed for certain residential units, per Exhibit A (Offering Prices and Related Information, Schedule A)
    • Exhibit A also lists share counts and projected monthly and annual maintenance charges (with and without PILOT) for units on floors 18 through 29
    • Plan may not be used after six months following the amendment's filing date, unless further extended or amended
    • All other terms of the plan dated January 31, 2018 remain in effect except as modified

Summarized from the amendments' text (scanned ones read with OCR); the filings themselves are on the Attorney General's site.

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Team

Sponsor
138 Willoughby LLC
Principals
Gary Barnett a/k/a Gershon Barnett

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