As previously reported in a Current Report on Form 8-K, dated June 21, 2013  (the "Previous 8-K"), filed by AmBase Corporation (the "Company") with the Securities and Exchange Commission, 111 West 57^th Investment LLC, a Delaware limited liability company ("Investment LLC"), a wholly owned subsidiary of the Company, entered into a joint venture agreement with 111 West 57^th Sponsor LLC, a Delaware limited liability company (the "Sponsor"), an entity affiliated with Michael Stern of JDS Development Group and Kevin Maloney of Property Markets Group, Inc., whereby Investment LLC invested $56,000,000 (the "Investment") in a real estate development project to purchase, develop, and operate the real property located at 105 through 111 West 57^th Street in New York, New York (the "Property").  In consideration for such Investment, Investment LLC was granted a 59% membership interest in 111 West 57^th Partners LLC, a Delaware limited liability company (the "Joint Venture"), which indirectly acquired the Property on June 28, 2013 (the "Closing").  That certain Limited Liability Company Agreement of the Joint Venture (the "JV Agreement"), an agreement in substantially the same form as the Amended and Restated Limited Liability Company Agreement of 111 West 57^th JV LLC (which was held in escrow pursuant to an escrow agreement described and reported in the Previous 8-K), became effective upon the Closing upon satisfaction of all conditions in such escrow agreement.  The Company also indirectly contributed an additional $1,250,000 to the Joint Venture in exchange for an additional indirect 1.3% interest in the Joint Venture, which amount was not previously held in escrow and was funded on the Closing Date. 

The Property was acquired from 57th Street Partners NY, L.L.C. (an entity affiliated with Starwood Capital Group Global), Steinway, Inc., and 111 West 57th Street Associates, L.P. (an entity affiliated with Wexford Capital LLC), pursuant to three separate purchase agreements for each component of the property.  The aggregate purchase price for the Property was $238,300,000, and the Joint Venture intends to purchase additional inclusionary zoning rights for a purchase price $6,500,000.  The acquisition of the Property was partially financed pursuant to a mortgage and acquisition loan in the principal amount of $230,000,000 by ANNALY CRE LLC, a Delaware limited liability company that is a wholly-owned subsidiary of Annaly Commercial Real Estate Group, Inc., which closed concurrently with the acquisition on the Closing Date.

The Joint Venture plans to redevelop the Property such that an approximate combined 334,000 gross square foot luxury residential tower, hotel and retail project shall be built on the Property.

The foregoing descriptions of each of the JV Agreement and other agreements are qualified in their entirety by the contents of the respective agreements, which will be filed as exhibits to the Company's next filing on Form 10-Q.  Within 71 calendar days of this Current Report, an amendment will be filed to disclose required financial statements.