While there have been several mill conversions in Providence over the last 25 years, Atlantic Mills is one of the largest industrial buildings in the Olneyville neighborhood that has not (yet) been redeveloped or converted into residential, office space, or other uses. 

With an abundance of space and an active weekend flea market, the Mills has been a dynamic community hub and could be seen as an attractive investment opportunity. 

Still, Atlantic Mills has been untouched for the most part — remaining an eclectic mix of small businesses and nonprofits, light manufacturing shops, and artist studios. Today, a confluence of factors have come together to put the Mills in a precarious position, and its future now looks uncertain. 

That may change soon. Since last fall, the building has been pending sale to developers Eric Edelman and Bob Berle. But this is not the first time Atlantic Mills has been for sale.

In a previous effort at a sale, the Providence Redevelopment Agency (PRA) negotiated with the building’s owners — Howard and Eleanor Brynes — to buy and fix up the Mills starting in 2022. Before that, it had been on the market several times over the years since 2000.

The PRA put out a request for information (RFI) regarding Atlantic Mills on Aug. 15, 2023, to gauge developer interest in rehabilitating the property. “We did not receive a big response from our request for information,” Director of Planning and Development and Executive Director of the PRA Joe Mulligan told PPS in November. “We think that the residential development community determined that this was not an ideal candidate for residential conversion because of the dimensions of the building.” 

Some of that had to do with the building’s abnormal width, which limits access to natural light, Mulligan said, explaining that the building used to have a gas works used for illumination, allowing a greater width than other mill buildings from that era. Currently, Atlantic Mills is zoned for light-industrial use.

Amid negotiations with the PRA, Howard Brynes died on Aug. 11, 2023 — four days before the RFI was issued. His sister, Eleanor Brynes, was left as the sole owner. She declined to extend the process with the City in August 2024 and instead relisted the property on the commercial market. Eleanor Brynes has not responded to multiple interview inquiries and requests for comment since August 2024.

With the current sale attempt, negotiations between Eleanor Brynes, Edelman, and Berle appear ongoing. Edelman is a New York-based real estate developer, and Berle is a local real estate broker with an office on Wayland Avenue. Though talks have stalled since August, with no clear indication of when the sale of the building will close, the developers say that they remain committed to closing the deal.

If it goes through, this sale would take Atlantic Mills out of the Byrnes family — which has owned it since roughly 1954, deeds show. How have they managed the Mills, and why has it proven so challenging to sell and renovate? And what kind of funding is needed to preserve and restore the building?

A Beloved Building That Needs Some Work: What are the Challenges with Atlantic Mills?

Atlantic Mills, originally constructed in 1863, has largely withstood the test of time without many major renovations since the 19th century.

The building’s future owners will need to remediate environmental contaminants, which, while challenging, isn’t altogether unusual for an industrial space renovation. But the Mills’ odd shape, location in a floodplain, and deferred maintenance throughout past decades make its redevelopment an uphill battle.

“These owners for the past 60 [plus] years… they’ve done a little bit of repointing here and there. They put a new roof on it,” said Rob Cagnetta, founder of Heritage Restoration. Cagnetta’s business previously rented in the Mills for about 15 years, beginning in 2004. “But the fact that they can do very little to that building is a testament to its construction.” Cagnetta’s firm repaired stairwells and fixed windows while they were tenants at the Mills.

Any former industrial site like this one will have serious environmental issues that need remediation.

Previous uses of the Mills included textile manufacturing from its construction through the 1950s, jewelry manufacturing and commercial printing from the 1950s through the 1980s, and after the ’80s, light industry, foam processing, metalworking, and more. Today, some light industrial uses, wholesale suppliers, and carpentry shops still exist in the Mills.

Boiler houses on the grounds used coal and petroleum, and a concrete tunnel under the parking lot reportedly washed coal ash into the Woonasquatucket River, according to a memo from the PRA. Arsenic, lead, petroleum products, and volatile organic compounds were found on the premises, according to data compiled by the Environmental Protection Agency.

The PRA was awarded $2 million in federal funding for the preservation and restoration of the Mills. But since the deal with the PRA fell through in August 2024, the future use of that funding is unclear. “The City is currently looking at options for utilizing this allocation in a manner that contributes to the improvement of the Atlantic Mills property and benefits the overall Olneyville neighborhood,” Director of Planning and Development Joe Mulligan said in a statement to PPS in November. 

In a statement on April 8, Director of Communications for Economic Development Michaela Antunes wrote that “the Providence Redevelopment Agency, in coordination with partners at HUD and other stakeholders, is working to deploy funding in support of community benefits. These may include enhanced connectivity, climate-resilience initiatives, and environmental improvements.” The PRA is working through the National Environmental Policy Act review process and will likely be authorized to use the funds, Antunes continued.

Proximity to the Woonasquatucket River and a tendency to flood also make maintenance of the Mills difficult. A notable 2010 flood, which devastated communities around the state, damaged the building heavily, especially the flea market, which is in the building’s basement. Flooding continues to occur with some regularity on the bottom floors of the building, flea market vendors have told PPS. Eleanor Brynes did not respond when asked about flooding at the Big Top Flea.

The effect of many years without renovations is apparent. When you visit the Mills today, there are visible signs of disrepair — staircases coming apart, holes in the floor that allow you to see the story below, water damage, broken windows, and bird feathers littering the ground. Several tenants who spoke to the Mills mentioned that they would like to see conditions improve — just not at the cost of being able to afford their spaces.

Providence Business First reported that in 2020, building inspectors “found residential units at the mill that had been created without permits. Code violations included obstructed fire-protection devices, missing egress doors, makeshift lofts, unpermitted gas stoves, dead-end corridors, and missing ‘exit’ signs.”

“The current owners, they lived with it for so long, they don’t see as many of the problems,” Cagnetta said. Property management of Atlantic Mills switched to Acropolis Management Services last fall, and they will continue to oversee the Mills once the sale is finalized.

Eric Edelman, the prospective owner of the property, told PPS in December that he plans on investing in repairs. Edelman emphasized that he wants to preserve the building’s current uses and said that rent increases over time will be necessary to maintain the structure. “We planned to, over time, not immediately, work on gradual increases for folks to get them closer to market [rate],” he said. “We’re not trying to set new market highs with these existing tenants, but we do need to cover the cost of the buildings, expenses and repairs, and things like that. Part of keeping it a space available to people is investing in it and running it well.”

Mark Van Noppen, a member of PPS’s advisory board and co-founder of the Armory Revival Company, recently wrote an op-ed detailing the fiscal challenges of getting an old building up to code when there is a change in use, particularly commercial to residential transitions. Though Edelman and Berle have confirmed multiple times to PPS that they don’t plan to convert Atlantic Mills to residential, but the challenge of finding the right level of investment that makes a building safe and secure without pricing out current tenants remains pertinent.

Cagnetta was hopeful that the Mills would be fixed up so they might stand for another century and a half. The Brynes family stewarded the building for years, but they were not able to provide the investment needed for the building, he said. “It’s kind of a shame,” he said. “They had a great opportunity to sustain this building in the family and so forth. And it’s just really unfortunate.”

A Family Affair: Turmoil with the Atlantic Mills

Another factor may have contributed to the turmoil around the mills: Various people involved with the Mills have been suing one another for over five years — at least four lawsuits with varying levels of connection to Atlantic Mills are still unfolding. (Lawyers connected to the suit and Eleanor Brynes did not respond to interview requests). But the Brynes family has overseen the Mills for far longer. 

Lauren Brynes, Howard’s daughter, explained that the family had run companies like Atlantic Development Corporations and Manton Industries — the family’s original real estate development company — out of the Mills. For years, a bingo hall ran out of Atlantic Mills, “then [Howard] had the flea market come in, and that’s pretty much what’s been running that building and keeping it alive.”

In 2022, the business manager for several operations in the Mills, who was also a close friend of the Brynes family, Mark Carlson, pled guilty to failing to pay “more than one million dollars in federal payroll taxes, including Medicare and Social Security taxes withheld from employees’ paychecks” from 2015 to 2018. Employees impacted worked for American Pride Insulation, Atlantic Abatement Construction, the Big Top Flea, and the Leo Brynes Trust — the entity that formerly owned Atlantic Mills before Howard & Eleanor Brynes LLC. (Leo Brynes was Howard and Eleanor’s father.)

“It is alleged in charging documents that Mark Carlson, as vice president of American Pride Insulation and of Atlantic Abatement Construction, and a manager of finances for the Leo Byrnes Trust, failed his responsibility to collect, truthfully account for, and turn over payroll taxes from the three entities,” the press release from the District Attorney’s office stated. Some allege that Carlson pocketed the funds, which Carlson disputes. 

Today, several lawsuits and countersuits continue to swirl around the Mills.

Currently, public records show an active easement dispute with a neighboring property, a lawsuit against one of the current tenants in the building, Omar & Olneyville Discount Furniture, and a complicated, messy suit involving members of the Brynes family — originally a suit was brought by Howard Brynes against his son Keith Brynes, but Keith Brynes counter-sued, solely implicating Carlson.

​​In 2021, Judge Lincoln Almond wrote, “At its heart, this litigation is a family dispute about money. There are cross allegations of fraud and embezzlement between a father and son, and the son attempts to hold certain third parties liable for the alleged malfeasance.”

Howard Brynes and Carlson alleged that Keith Brynes pressured Carlson into embezzling funds. Keith Brynes alleges Carlson acted of his own accord. This civil litigation began in 2021, separate from the IRS’s investigation into Carlson’s bookkeeping and records for the Big Top Flea, Atlantic Abatement Corp. (a remediation company created by Keith Brynes and Carlson), and the Leo Brynes Trust.

The initial complaint from Howard Brynes includes allegations that Keith Brynes stole from him personally and from his companies. The complaint also alleges that those stolen funds were used to purchase gold coins from California. Keith Brynes told PPS he denies wrongdoing. Carlson told PPS that Keith Brynes was squarely to blame for the embezzlement.

After Howard passed away, the complicated politics of estate and inheritance were thrown into the mix. Keith Brynes and Lauren Brynes also say that their father’s partner before he died influenced Howard’s decision-making and was close with Carlson. PPS could not reach her for comment.

Howard had vascular dementia in his later years, according to his death certificate, which PPS reviewed — further clouding the truth of what was happening internally at the Mills.

Extended ownership of a property can cause certain structural or maintenance issues to fade into the background. But with that deferred maintenance and no mortgage to pay, rents in Atlantic Mills stayed dirt cheap for decades, even while rent pressures began to mount elsewhere in Olneyville and throughout Providence. 

BJ Dupre, principal for the Armory Revival Company, spoke about Atlantic Mills at a 2004 public meeting, explaining why the rent there remained so cheap while the surrounding industrial space was being renovated, ultimately becoming more expensive. 

“You can look at some of the other mill complexes, such as Atlantic Mills. They’re renting spaces at the low dollar, and the only reason they’re able to do that is that they bought their mill for virtually nothing, and they continue to put Band-Aids on it,” he said. The Armory Revival Company was working on the Rising Sun Mills at the time, explaining why, from their perspective, higher rent for their project was necessary. “If indeed [Rising Sun Mills] are going to be preserved…it’s all new roofs, it’s all new windows, it’s all new heating systems, new sprinkler systems. To do all these things, we’re not magicians.” Those renovations require more investment, he said. 

But legal documents suggest that, in the case of the Brynes family and Atlantic Mills — at least in the 21st century — profits from the flea market and family businesses that could have gone toward maintenance and repairs for the building were allegedly skimmed off the top, lost to bizarre purchases such as gold coins, or directed toward a seemingly never-ending drain of legal costs as litigation persists.

For decades, this cycle has endured in Providence and many other industrial cities like it: buildings were neglected, which meant rent was cheap. Artists and small business owners put up with the sub-par conditions because it was such a bargain. Throughout the process, both landlords (with varying levels of absenteeism) and tenants would keep quiet about code violations, like unsafe building conditions and illegal residential units, respectively.

The Atlantic Mills have remained so cheap because the buildings have not been renovated beyond affordability. But ideally, low rents should not hinge on unsafe, outdated conditions. 

Solving these structural problems while retaining affordability is a herculean task — one many say cannot be done without significant public subsidies and extremely solid anchor tenants.

Finding the Money: Financial Challenges for Mill Redevelopment

In 2023, the PRA estimated that the cost of acquiring and rehabilitating Atlantic Mills would be $15 million. This could be a modest estimate.

While some proponents and developers say tax breaks and incentives are required to make this type of project feasible, Atlantic Mills tenants have recently spoken out against a proposed commercial-to-residential tax break, saying that such a policy would compound gentrification. Thus far, the prospective owners have said they are not planning to convert Atlantic Mills into residential units. (Edelman affirmed this on March 31, writing that “at this time, we have no plans to convert Atlantic Mills to residential” in an email to PPS). 

Director of Planning and Development Joe Mulligan told PPS in October that the building “is in a pretty severe state of degradation. In fact, some portions of it are open to the weather, [and that could] arguably be a direct corollary of [a] lack … a capital investment fund for the building and [not] doing that hard and expensive work in order to bring the building up to modern standards of health and sanitary conditions and weather tight conditions,” he said.

“Not to say that the building is problematic as it is, but it obviously needs tens of millions of dollars of improvements,” Mulligan added. “It’s difficult to accrue that capital reserve fund when rents are admittedly — even by the occupants — below market.” 

During the redevelopment of Eagle Square (which led to the loss of Fort Thunder), the City created the Institutional and Commercial Buildings District in 2002. The intent was partially to protect industrial heritage sites like Eagle Square from demolition and partially to spur redevelopment by making mill buildings eligible for historic tax credits. There are both federal and state-level historic tax credits. 

“Since 2002, state historic tax credits have catalyzed investments in 320 buildings across Rhode Island, leveraging more than $2.12 billion in total investment in our communities,” according to GrowSmart RI, crediting it for the revitalization of mills, schools and commercial buildings that were previously abandoned. 

“Perhaps most importantly, it is a crucial tool in solving Rhode Island’s housing crisis. Approximately 20% of all new housing units, including 20% of all new affordable housing units, have been generated by projects receiving the state’s historic tax credit,” GrowSmart continues.

But while the federal program has continued, at present, the Rhode Island state historic tax credit program has been weakened by dwindling funds. The Rhode Island Historical Preservation and Heritage Commission’s website states that “the Rhode Island Division of Taxation is accepting applications for a place in the queue for tax credit allocations; however, tax credit funds are limited at this time.” 

Since the pandemic and amid changing economic conditions, renovating these buildings has become more expensive than ever — and at the same time, the public’s appetite for granting tax breaks to wealthy developers has dipped. 

When the developers of the Industrial Trust (Superman) Building requested a tax stabilization agreement (which differs from historic tax credits) from the City, it was met with some strong opposition. It was ultimately approved, but today, the developer claims the need for additional funding to cross the finish line.

The Atlantic Mills Tenants Union (AMTU) has pushed back against a recent attempt to expand the state’s “8-law” tax subsidy program, which currently is targeted toward affordable housing development. The expansion of the law would include incentives for the adaptive reuse of commercial buildings to turn them into housing.

AMTU held a rally on March 15 to express opposition to the legislation. “We suspect that the developers who want to buy the Atlantic Mills are waiting for this bill to pass so that they can benefit from it, and that would enable them to convert the Atlantic Mills from a commercial space to a residential space so that they could make more money on it,” said Jenine Bressner, AMTU organizer and Atlantic Mills tenant.

“Withholding city and state funding is our ultimate goal,” said Linsey Wallace, an organizer with AMTU and tenant at the Mills. “I don’t think that trickle-down economics have historically worked very well.”

“The so-called ‘developers’ of Atlantic Mills want to rebrand this historic building as ‘an innovation and technology hub,’” said Atlantic Mills tenant and union member Eliza Squibb in a speech during the March 15 rally. “Atlantic Mills does not require rebranding. The mill was designed and built in 1863 with the highest level of innovation and technology of the time — gas lights and the industrial textile equipment that made our state the birthplace of the Industrial Revolution.”

“Atlantic Mills remains today the birthplace of revolution,” Squibb continued.

Edelman is a proponent of the historic tax credit, in addition to other tax subsidies for developers. “I specialize in adaptive reuse development, which often, but not always, leverages the Federal Historic Tax Credit program,” Edelman wrote to PPS in an email. “The Federal government created the Federal Historic Tax Credit in the 1970s to combat the damage being done by urban renewal and preserve historic properties through adaptive reuse.”

“GrowSmart RI advocacy goes on to detail the challenges the program currently faces, including running out of money and onerous restrictions compared to neighboring states that undercut its efficacy,” he continued.

Edelman told The Boston Globe in May 2024 that a tax subsidy would be required to complete a different project he is working on Downtown: Converting 136 Westminster Street into apartments. Edelman created a calculator to show the effect of tax subsidies and described how tax agreements are necessary to turn a profit, The Globe reported. Without them, it’s like “asking people to light money on fire,” Edelman told The Globe in 2024. 

“We’re pro-development,” Wallace told PPS in an interview. “We just want to develop in a way that’s holistic and doesn’t displace [the] community.” 

“I don’t want the building to stay the same way. I’d like it to be more efficient. I’d like it to be preserved. The building needs some level of restoration to keep it in good condition, but … just stripping the thing and turning it into condos isn’t the way,” Squibb said. “If that were to happen to Atlantic Mills, it would require such a huge shift in the economy of that neighborhood, and we don’t want to lose that vibrance.”

By Katy Pickens / Planning & Preservation Writer / kpickens@ppsri.org