FWP 1 pre_marketing-disclaimers.htm Unassociated Document
 
  FILED PURSUANT TO RULE 433
  REGISTRATION STATEMENT NO.: 333-177354
 
 
UBS Investment Bank 
Barclays Capital
 
 
March 16, 2012
 
Free Writing Prospectus
UBS 2012-C1
 
IMPORTANT NOTICE RELATING TO AUTOMATICALLY GENERATED EMAIL
DISCLAIMERS
 
Any legends, disclaimers or other notices that may appear at the bottom of the email communication to which this free writing prospectus is attached relating to (1) these materials not constituting an offer (or a solicitation of an offer), (2) no representation being made that these materials are accurate or complete and may not be updated or (3) these materials possibly being confidential, are not applicable to these materials and should be disregarded. Such legends, disclaimers or other notices have been automatically generated as a result of these materials having been sent via Bloomberg or another system.
 
This Free Writing Prospectus is not an offer to sell or a solicitation of an offer to buy these securities in any state where such offer, solicitation or sale is not permitted. The securities offered by these materials are being offered when, as and if issued.  You are advised that the terms of the offered certificates, and the characteristics of the mortgage loan pool backing them, may change (due, among other things, to the possibility that mortgage loans that comprise the pool may become delinquent or defaulted or may be removed or replaced and that similar or different mortgage loans may be added to the pool, and that one or more classes of the offered certificates may be split, combined or eliminated), at any time prior to the time sales to purchasers of the offered certificates will first be made.  You are advised that offered certificates may not be issued that have the characteristics described in these materials.  An underwriter’s obligation to sell the offered certificates to you is conditioned on the mortgage loans and offered certificates having the characteristics described in these materials.  If for any reason the depositor does not deliver the offered certificates, the underwriter will notify you, and neither the depositor nor any underwriter will have any obligation to you to deliver all or any portion of the offered certificates which you have committed to purchase.
 
The information in this Free Writing Prospectus, if conveyed prior to the time of your contractual commitment to purchase any of the offered certificates, supersedes any conflicting information contained in any prior similar materials relating to the offered certificates.  The information in this document may be amended or supplemented prior to the time of your contractual commitment to purchase any of the offered certificates.  This Free Writing Prospectus is being delivered to you solely to provide you with information about the offered certificates and to solicit an offer to purchase the offered certificates, when, as and if issued.  Any such offer to purchase made by you will not constitute a contractual commitment by you to purchase or give rise to an obligation by the underwriters to sell any of the offered certificates, until the underwriters have accepted your offer to purchase those certificates.  Any “indications of interest” expressed by you, and any “soft circles” generated by us, will not create binding contractual obligations for you or us.
 
The information contained in this Free Writing Prospectus may not pertain to any securities that will actually be sold.  The information contained in this Free Writing Prospectus may be based on assumptions regarding market conditions and other matters as reflected in this Free Writing Prospectus.  We make no representations regarding the reasonableness of such assumptions or the likelihood that any of such assumptions will coincide with actual market conditions or events, and this Free Writing Prospectus should not be relied upon for such purposes.  We and our affiliates, officers, directors, partners and employees, including persons involved in the preparation or issuance of this Free Writing Prospectus may, from time to time, have long or short positions in, and buy or sell, the securities mentioned in this Free Writing Prospectus or derivatives thereof (including options).  None of UBS Securities LLC or Barclays Capital Inc. provides accounting, tax or legal advice.
 
 
 
 
 
 
 
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-177354) for the offering to which this communication relates.  Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing entity and this offering.  You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov.  Alternatively, the depositor or UBS Securities LLC, any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-877-713-1030.
 
 
 

 
 
346 West 17th Street
New York, NY 10011
Collateral Asset Summary
Dream Hotel Downtown Leased Fee
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$120,000,000
70.6%
1.12x
5.9%
 
                 
Mortgage Loan Information   Property Information
 
Loan Seller:
UBSRES
       
Single Asset / Portfolio:
Single Asset
 
Loan Purpose:
Refinance
       
Property Type:
Leased Fee
 
Sponsor:
Standard Trust
     
Collateral:
Leased Fee
 
Borrower:
346 West 17th Street, LLC
     
Location:
New York, NY
 
Original Balance:
$120,000,000
       
Year Built / Renovated(8):
1966 / 2010
 
Cut-off Date Balance:
$120,000,000
       
Total Sq. Ft.:
25,300 (0.58 acres)
 
% by Initial UPB:
TBD
       
Property Management:
Self-Managed
 
Interest Rate:
5.1790%
       
Underwritten NOI(9)(10):
$7,072,020
 
Payment Date:
6th of each month
     
Underwritten NCF(9)(10):
$7,072,020
 
First Payment Date:
April 6, 2012
       
Appraised Value(5):
$170,000,000
 
Anticipated Repayment Date:
March 6, 2022
       
Appraisal Date:
February 1, 2012
 
Maturity Date:
March 6, 2032
           
 
Amortization:
None
       Historical NOI
 
Additional Debt(1):
$35,000,000 unsecured
     
Most Recent NOI:
$4,715,688 (December 31, 2011)
 
Call Protection:
L(26), D(90), O(4)
     
2nd Most Recent NOI:
NAP
 
Lockbox / Cash Management:
Hard / In Place
     
3rd Most Recent NOI:
NAP
                   
Reserves(2)   Historical Occupancy (11)
   
Initial
Monthly
     
Most Recent Occupancy:
100%
 
Taxes(3):
$0
Springing
     
2nd Most Recent Occupancy:
NAP
 
Insurance(3):
$0
Springing
     
3rd Most Recent Occupancy:
NAP
 
Interest Reserve:
$575,000
$0
     
(1)
See “Current Mezzanine or Subordinate Indebtedness” herein.
 
Storage Tank Reserve:
$18,750
$0
     
(2)
See “Initial Reserves” and “Ongoing Reserves” herein.
 
Violations Reserve:
$20,000
$0
      (3)

(4)

(5)

(6)




(7)
The Master Leases are net leases requiring the Master Lease Tenants to pay real estate taxes, insurance, utilities, and all other operating and maintenance costs.
The Cut-off Date Balance/Room and Balloon Balance/Room based on the number of rooms in the Dream Hotel Downtown (not collateral) is$379,747. The Dream Hotel Downtown contains 316 rooms.
The appraiser also provided a valuation of the land and improvements located thereon if unencumbered by the Master Leases and concluded a value of $323,000,000. Based on this value, the Cut-off Date LTV and Balloon LTV is 37.2%.
Underwritten NOI DSCR and Underwritten NCF DSCR are based on NOI and NCF of $7,072,020, which is equal to the total scheduled rents under the Master Leases for 2013, less operating expenses. The NOI and NCF DSCR based on the total scheduled rents under the Master Leases for 2023 of $8,985,938 is 1.43x. The NOI and NCF DSCRs based on the appraiser’s concluded 2012/2013 NOI and NCF of $19,096,985 and $18,254,611, respectively, for the land, together with the cash flow of the Master Lease Tenants under the Master Leases(which cash flow is not part of the collateral) are 3.03x and 2.90x, respectively.
Underwritten NOI Debt Yield and Underwritten NCF Debt Yield are based on NOI and NCF of $7,072,020, which is equal to the total scheduled rents under the Master Leases for 2013, less operating expenses. The NOI and NCF debt yield based on the total scheduled rents under the Master Leases for 2023 of $8,985,938 is 7.5%. The NOI and NCF debt yields based on the appraiser’s concluded 2012/2013 NOI and NCF of $19,096,985 and $18,254,611, respectively, for the land, together with the cash flow of the Master Lease Tenants under the Master Leases (which cash flow is not part of the collateral) are 15.9% and 15.2%, respectively.
             
Financial Information    
 
Cut-off Date Balance / Room(4):
 
NAP
     
 
Balloon Balance / Room(4):
 
NAP
     
 
Cut-off Date LTV(5):
 
70.6%
     
 
Balloon LTV(5):
 
70.6%
     
 
Underwritten NOI DSCR(6):
 
1.12x
     
 
Underwritten NCF DSCR(6):
 
1.12x
     
 
Underwritten NOI Debt Yield(7):
 
5.9%
     
 
Underwritten NCF Debt Yield(7):
 
5.9%
     
             
             
(8)
Year Built / Renovated relates to the hotel improvements (subject to the Master Leases).
             
(9)
Monthly lease payments under the two Master Leases provide cash flow for the payment of debt service.
             
 (10)
Underwritten NOI and Underwritten NCF are based on the total scheduled rents under the Master Leases for 2013.
             
 (11)
Historical Occupancy is based on the Master Leases.
 
 
 
 
 
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-177354) for the offering to which this communication relates.  Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing entity and this offering.  You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov.  Alternatively, the depositor or UBS Securities LLC, any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-877-713-1030.
 
 
2

 
 
346 West 17th Street
New York, NY 10011
Collateral Asset Summary
Dream Hotel Downtown Leased Fee
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$120,000,000
70.6%
1.12x
5.9%
 
The Loan.    The Dream Hotel Downtown Leased Fee loan (the “Dream Hotel Downtown Leased Fee Loan”) is a $120,000,000, fixed-rate loan secured by the borrower’s fee interest in the parcel of land located at 346 West 17th Street, New York, New York, and the improvements located thereon (the “Dream Hotel Downtown Leased Fee Property”).  The Dream Hotel Downtown Leased Fee Property is subject to the rights of the Master Lease Tenants under the Master Leases (as described and defined below), and the Dream Hotel Downtown Leased Fee Loan is subordinate to such Master Leases.  The hotel operated on the Dream Hotel Downtown Leased Fee Property is known as the Dream Hotel Downtown.  The $120.0 million loan has a 10-year term to Anticipated Repayment Date (the “ARD”) and a 20-year term to maturity.  The Dream Hotel Downtown Leased Fee Loan accrues interest at a rate per annum equal to 5.1790% prior to the ARD, and the greater of (i) 9.1790% and (ii) 4.00% in excess of the then-current 10-year yield on U.S. Treasury Obligations thereafter.  The Borrower is required to pay monthly debt service payments of interest only prior to the ARD.  From and after the ARD, the Borrower is required to pay monthly payments equal to the sum of (i) interest accrued at 5.1790% and (ii) all excess cash flow from the Dream Hotel Downtown Leased Fee Property (other than certain expenses of the subject Property and required monthly reserves, if applicable), with all amounts described in clause (i) to be applied to pay a portion of the interest accruing with respect to the loan, and the amount in clause (ii) to be applied first to the repayment of the outstanding principal amount of the loan, and then to the payment of accrued interest with respect to the loan.  From and after the ARD, the Borrower is permitted to prepay the Dream Hotel Downtown Leased Fee Loan in whole or in part.  Loan proceeds were used to refinance existing debt of $115.5 million, pay closing costs and fees of $1.2 million and fund upfront reserves of $0.6 million.  Based on the “as is” appraised value for the Dream Hotel Downtown Leased Fee Property as of February 1, 2012 of $170,000,000, the cut-off date LTV is 70.6%.
 
The Borrower / Sponsor.    346 West 17th Street, LLC (the “Borrower”) is a single purpose limited liability company structured to be bankruptcy remote, with at least two independent directors in its organizational structure.  The Borrower is owned by 346 West 17th Management Corp (1%) and Cushlin Limited (99%), an Isle of Man corporation.  Cushlin Limited owns 346 West 17th Management Corp (100%) and is owned by Titan Properties Limited (100%), an Isle of Man corporation.  Titan Properties Limited is 100% owned by Standard Trust.
 
The sponsor of the Borrower and the non-recourse carve-out guarantor is Standard Trust, a Liechtenstein trust (the “Sponsor”). Standard Trust has over $1.0 billion in reported assets with significant hospitality holdings, including five hotels in New York City, two properties in India, and one in Thailand.
 
The Property.    The Dream Hotel Downtown Leased Fee Property consists of a parcel of land totaling 25,300 square feet or 0.58 acres.  The Borrower leased its interest in the Dream Hotel Downtown Leased Fee Property in September 2007 to Northquay Properties, LLC (the “Northquay Master Tenant”) and Northglen Properties LLC (the “Northglen Master Tenant” and together with the Northquay Master Tenant, the “Master Lease Tenants”) under two separate master leases (the “Northquay Master Lease” and, together with  the “Northglen Master Lease”, the “Master Leases”).  Each Master Lease Tenant is a single purpose entity whose only assets are their respective Master Leases. The two master leases have terms that expire in September 2112.
 
The Master Lease Tenants of the Dream Hotel Downtown Leased Fee Property are each single purpose entities affiliated with the Borrower and wholly owned by the Chatwal family, a family with over 30 years of experience in the New York market with a focus on hospitality properties.  The Master Lease Tenants’ only assets are their respective interests in their Master Leases.
 
The Northquay Master Lease covers approximately 178,000 sq. ft. and requires current rent payments to the Borrower of $383,333 per month or $4,600,000 per year.  The base rent under the Northquay Properties Master Lease is scheduled to increase in October 2012 to $525,000 per month or $6,300,000 per year and thereafter has rent steps of 12.5% once every five years.  The Northquay Master Tenant currently operates the hotel portion of the Dream Hotel Downtown Leased Fee Property pursuant to the Northquay Master Lease.  The Northquay Master Lease does not obligate the Northquay Master Tenant to continue to operate a hotel on the premises and permits alterations (other than demolition); provided, however, the Master Lease requires the operation of a hotel at the premises while the Dream Hotel Downtown Lease Fee Loan is outstanding.
 
The Northglen Master Lease covers approximately 6,500 sq. ft. and requires a current rent payments of $66,667 per month or $800,000 per year and has rent steps of 12.5% once every five years.  The Northglen Master Tenant currently operates the ground floor gallery/conference space portion of the Dream Hotel Downtown Leased Fee Property pursuant to the Northglen Master Lease.
 
 
 
 
 
 
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-177354) for the offering to which this communication relates.  Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing entity and this offering.  You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov.  Alternatively, the depositor or UBS Securities LLC, any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-877-713-1030.
 
 
3

 
 
346 West 17th Street
New York, NY 10011
Collateral Asset Summary
Dream Hotel Downtown Leased Fee
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$120,000,000
70.6%
1.12x
5.9%
 
Master Lease Terms(1)
 
Tenant
 
Northquay Properties LLC
   
Northglen Properties LLC
   
Total Master Lease Rent
 
Year
 
Base Rent
 
% Increase
 
Base Rent
 
% Increase
 
Base Rent
 
% Increase
2011
 
$4,600,000
       
$200,000
       
$4,800,000
     
2012
 
$5,025,000
 
9.2%
   
$800,000
 
300.0%
   
$5,825,000
 
21.4%
 
2013
 
$6,300,000
 
25.4%
   
$800,000
 
0.0%
   
$7,100,000
 
21.9%
 
2014
 
$6,300,000
 
0.0%
   
$800,000
 
0.0%
   
$7,100,000
 
0.0%
 
2015
 
$6,300,000
 
0.0%
   
$800,000
 
0.0%
   
$7,100,000
 
0.0%
 
2016
 
$6,300,000
 
0.0%
   
$825,000
 
3.1%
   
$7,125,000
 
0.4%
 
2017
 
$6,496,875
 
3.1%
   
$900,000
 
9.1%
   
$7,396,875
 
3.8%
 
2018
 
$7,087,500
 
9.1%
   
$900,000
 
0.0%
   
$7,987,500
 
8.0%
 
2019
 
$7,087,500
 
0.0%
   
$900,000
 
0.0%
   
$7,987,500
 
0.0%
 
2020
 
$7,087,500
 
0.0%
   
$900,000
 
0.0%
   
$7,987,500
 
0.0%
 
2021
 
$7,087,500
 
0.0%
   
$928,125
 
3.1%
   
$8,015,625
 
0.4%
 
2022
 
$7,308,984
 
3.1%
   
$1,012,500
 
9.1%
   
$8,321,484
 
3.8%
 
Avg. 2012-2022
 
$6,580,078
       
$869,602
       
$7,449,680
     
Avg. 2022-2032
 
$8,414,204
       
$1,100,590
       
$9,514,794
     
(1)
Base Rents are for each calendar year.
 
The Dream Hotel Downtown, located in the Chelsea District of Manhattan, was originally built in 1966.  The Borrower purchased the land and improvements in April 2006.  The Sponsor spent approximately $220.6 million to renovate the improvements and convert the improvements into a 12-story, 316-room luxury boutique hotel, including 16 suites.  In total, the Sponsor has invested approximately $300.9 million in the Dream Hotel Downtown Leased Fee Property.  The Dream Hotel Downtown had a soft opening in June 2011 and a full opening in September 2011.  The Dream Hotel Downtown contains a fine-dining restaurant (Romera NYC), an upscale lobby restaurant bar and lounge (Marble Lane), a poolside bar (The Beach), a roof-top lounge (PH-D) and an ultra-luxury VIP lounge (Electric Room).  Additionally, the Dream Hotel Downtown features 6,956 sq. ft. of meeting space, a fitness center, an outdoor heated pool, lounge and beach, poolside or in-room massage therapy by appointment, boutique retail shop, concierge service, laundry / dry-cleaning service, and valet parking. Each guest room features a wireless digital phone with voicemail and Skype capabilities, an in-room safe, feather beds and goose down pillows, 350-count Egyptian Cotton bed linens, 40” Samsung LED TVs with Internet solution and media hub, integrated room automation system, Tivoli Alarm Clock radios with iPod Connection, a fully stocked private bar, audio speakers in bathrooms, custom Etro toiletries and ultra plush bathrobes.
 
The Dream Hotel Downtown has quickly become renowned within the Manhattan nightlife circuit. Since opening in 2011, it has secured bookings for Marc Jacob’s fashion week event, the NY Wine and Food Festival, Heidi Klum’s Halloween party, and The Victoria Secret Fashion Show, among others. In addition, the food and beverage components at the Dream Hotel Downtown are leased to TAO and Strategic Groups, which is considered to be one of the nation’s leading restaurant and nightlife companies and develops, owns and operates many of the most successful food and beverage and nightlife facilities in the U.S.
 
The Dream Hotel Downtown is managed by Hampshire Hotels and Resorts, LLC, an affiliate of the Borrower, and subject to a franchise agreement between Northquay Master Tenant and Moonlight Franchisor, Inc., an affiliate of Wyndham Hotel Group, for its “Dream” brand.  The initial term of the franchise agreement is 20 years, with one ten year renewal option.  Under the franchise agreement, currently, the Northquay Master Tenant pays 1.0% of gross room revenue as royalty fee and 1.5 % of gross room revenue as marketing fee. In addition, 1.0% of the marketing fee is reserved by the franchisor for shared marketing purposes, bringing the net marketing fee down to 0.5% of gross room revenue.
 
Sant Chatwal, the majority owner of the Master Lease Tenants, is an employee of Hampshire Hotels and Resorts, LLC.
 
The Market.     The Dream Hotel Downtown Leased Fee Property is located in New York City, within the borough of Manhattan.  New York City is one of the most popular and frequently visited destinations in the United States. In 2011, the city accommodated roughly 50.2 million visitors with roughly 10.1 million (20.1%) from international markets; thus maintaining the city’s rank as the number one U.S. destination for overseas travelers. New York City also maintained its status as the number one destination in tourism spending in the U.S. with approximately $32 billion spent. Tourism accounts for a $48 billion economic impact and supports 320,000 jobs in the city. Combined passenger traffic at the region’s three major airports in 2010 was 103.6 million, up 2.1% over the prior year and 12.1% over 2000.
 
 
 
 
 
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-177354) for the offering to which this communication relates.  Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing entity and this offering.  You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov.  Alternatively, the depositor or UBS Securities LLC, any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-877-713-1030.
 
 
4

 
 
346 West 17th Street
New York, NY 10011
Collateral Asset Summary
Dream Hotel Downtown Leased Fee
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$120,000,000
70.6%
1.12x
5.9%
 
The Dream Hotel Downtown Leased Fee Property is situated in the Chelsea District of Manhattan. The borough of Manhattan forms the political, financial and cultural core of the City. Chelsea is home to the Rubin Museum of Art, the Chelsea Art Museum, the Graffiti Research Lab and the Dance Theater Workshop as well as many performance venues, including the Joyce Theater and The Kitchen. Additionally, the Property is located less than 0.5 mile from the High Line, a reclamation project of former elevated railway lines that, when complete, will encompass a 1.5 mile-long elevated park, running through the West Side neighborhoods of the Meatpacking District, West Chelsea and Clinton/Hell’s Kitchen. Other local landmarks include Google’s recently purchased office space, 111 Eighth Avenue which is across the street from the Dream Hotel Downtown Leased Fee Property; the Jacob K. Javits Convention Center, one of the leading facilities in the U.S. for conventions and tradeshows; the Meatpacking District; and the Hudson Yards District, a 46-block, former manufacturing and port-related area that was rezoned in 2005 and the current long term development plan contemplates more than 52 million sq. ft. of office, residential, hotel and retail uses.
 
As reported by the appraiser, for the partial year 2011 (September through December), the Dream Hotel Downtown exhibited occupancy of 80.6%, ADR of $351.36 and RevPAR of $283.20. The Sponsor’s budget for 2012 includes occupancy, ADR and RevPAR of 85.0%, $392.82 and $333.89, respectively, which is supported by the HVS 2012/13 RevPAR estimate of $338.19.  As of February 2012, on a month-over-month basis, the actual performance has exceeded the Sponsor’s budget. The overall market share and occupancy penetration level for the Dream Hotel Downtown were 4% and 96.8%, respectively. Over the next five years, the appraiser forecasts the Dream Hotel Downtown’s market share and occupancy penetration to grow to 13% and 101%, respectively.
 
The selected competitive set for the Dream Hotel Downtown as defined by an industry research report comprises nine full-service hotels (exclusive of the Dream Hotel Downtown) with a total of 2,197 rooms. Selected hotels include the 353-room Soho Grand, the 201-room Tribeca Grand, the 270-room W Union Square, the 97-room 60 Thompson, the 186-room Hotel Gansevoort, the 337-room Standard Hotel, the 376-room Trump Soho, the 114-room The James Soho, and the 263-room Mondrian Soho. The average occupancy, ADR, and RevPAR for this competitive set for 2011 were 82.2%, $366.55, and $301.38, respectively.
 
Cash Flow Analysis.
 
Cash Flow Analysis
 
12/31/2009
12/31/2010
12/31/2011
U/W
U/W per Room
  Base Rent
NAP
NAP
$4,800,000
$7,100,000
NAP      
  Total Revenue
NAP
NAP
$4,800,000
$7,100,000
NAP      
  Total Operating Expenses
NAP
NAP
$84,312
$27,980
NAP      
  Net Operating Income
NAP
NAP
$4,715,688
$7,072,020
NAP      
  Net Cash Flow
NAP
NAP
$4,715,688
$7,072,020
NAP     
 
Property Management.    The Dream Hotel Downtown Leased Fee Property is self-managed by the Borrower.
 
Lockbox / Cash Management.    The Dream Hotel Downtown Leased Fee Loan is structured with a hard lockbox and in place cash management.  Rental payments due under the Master Leases are deposited into a lender controlled account and applied to monthly debt service and, as required, reserves.  All excess cash will be swept into a lender controlled account upon the occurrence of one or more of the following events: (i) an event of default by the Borrower, (ii) the occurrence of certain bankruptcy events relating to the Borrower, Standard Trust or the property manager retained by the Borrower (if any), or (iii) the occurrence of certain monetary or material non-monetary defaults by either or both of the Master Lease Tenants under their respective Master Leases.
 
Initial Reserves.    At closing, the Borrower deposited (i) $575,000 into the debt service shortfall subaccount for projected shortfalls in debt service until the rents under the Master Leases increase in October 2012, (ii) $18,750 into a reserve to cover the estimated cost to obtain required permits or remove and replace a fuel storage tank, and (iii) $20,000 into a reserve to cover the estimated cost to discharge certain municipal violations.
 
Ongoing Reserves.   The Borrower is required to deposit on a monthly basis to (i) the tax reserve account, 1/12 of the real estate taxes payable during the next twelve months, and (ii) the insurance reserve account, 1/12 of the cost of the annual premium to renew the required insurance policies; provided, however, the Borrower is not required to make such deposits as long as the master lease tenants are responsible for the payment of, and actually pay such amounts (or are escrowing such amounts with a leasehold mortgagee).
 
Current Mezzanine or Subordinate Indebtedness.    The Borrower currently has an unsecured debt in an aggregate principal amount not to exceed $35,000,000. The holder of the unsecured debt has entered into a subordination agreement with the mortgage lender which provides, among other things, that the unsecured debt is subordinate to the payment in full of the Dream Hotel Downtown Leased Fee Loan.
 
 
 
 
 
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-177354) for the offering to which this communication relates.  Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing entity and this offering.  You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov.  Alternatively, the depositor or UBS Securities LLC, any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-877-713-1030.
 
 
5

 
 
346 West 17th Street
New York, NY 10011
Collateral Asset Summary
Dream Hotel Downtown Leased Fee
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$120,000,000
70.6%
1.12x
5.9%
 
Future Mezzanine or Subordinate Indebtedness Permitted.     None permitted.
 
Condominium Conversion.     Borrower has the right to convert the Dream Hotel Downtown Leased Fee Property to a two unit condominium regime consisting of a retail unit and a hotel unit (such units to correspond to the leasehold premises under the Master Leases).  Upon conversion, the Dream Hotel Downtown Leased Fee Loan will be subordinate to the condominium documents.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-177354) for the offering to which this communication relates.  Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing entity and this offering.  You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov.  Alternatively, the depositor or UBS Securities LLC, any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-877-713-1030.
 
 
6

 
 
20 North Wacker Drive
Chicago, Illinois 60606
Collateral Asset Summary
Civic Opera House
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$94,708,353
72.9%
1.25x
10.1%
 
 
Mortgage Loan Information
     
Property Information
 
 
Loan Seller:
UBSRES
     
Single Asset / Portfolio:
Single Asset
 
 
Loan Purpose:
Acquisition
     
Property Type:
Office – CBD
 
 
Sponsor:
Michael Silberberg
     
Collateral:
Fee Simple
 
 
Borrower:
SL Civic Wacker LLC
     
Location:
Chicago, IL
 
 
Original Balance:
$95,000,000
     
Year Built / Renovated:
1929 / 2007-2011
 
 
Cut-off Date Balance:
$94,708,353
     
Total Sq. Ft.:
916,039
 
 
% by Initial UPB:
TBD
     
Property Management:
SL 20 N Wacker Manager LLC
 
 
Interest Rate:
5.8830%
     
Underwritten NOI:
$9,611,762
 
 
Payment Date:
6th of each month
     
Underwritten NCF:
$8,467,490
 
 
First Payment Date:
March 6, 2012
     
Appraised Value:
$130,000,000
 
 
Maturity Date:
February 6, 2022
     
Appraisal Date:
January, 23, 2012
 
 
Amortization:
360 months
         
 
Additional Debt:
None
     
Historical NOI
 
 
Call Protection:
L(27), D(89), O(4)
     
Most Recent NOI:
 
$7,560,833 (T-12 November 30, 2011)
 
 
Lockbox / Cash Management:
Hard / In-Place
     
2nd Most Recent NOI:
 
$8,338,417 (December 31, 2010)
 
           
3rd Most Recent NOI:
 
$8,822,015 (December 31, 2009)
 
 
Reserves(1)
             
   
Initial
Monthly
     
Historical Occupancy
 
 
Taxes:
$239,436
$239,436
     
Most Recent Occupancy:
 
74.2% (January 1, 2012)
 
 
Insurance:
$46,295
$46,295
     
2nd Most Recent Occupancy:
 
78.0% (December 31, 2010)
 
 
Replacement:
$2,500,000
Springing
     
3rd Most Recent Occupancy:
 
83.0% (December 31, 2009)
 
 
TI/LC:
$13,862,775
Springing
     
4th Most Recent Occupancy:
 
85.0% (December 31, 2008)
 
 
Free Rent Reserve:
$3,336,595
NAP
     
(1)
See “Initial Reserves” and “Ongoing Reserves” herein.
 
                     
 
Financial Information
             
 
Cut-off Date Balance / Sq. Ft.:
 
$103
             
 
Balloon Balance / Sq. Ft.:
 
$88
             
 
Cut-off Date LTV:
 
72.9%
             
 
Balloon LTV:
 
61.8%
             
 
Underwritten NOI DSCR(7):
 
1.42x
             
 
Underwritten NCF DSCR(7):
 
1.25x
             
 
Underwritten NOI Debt Yield:
 
10.1%
             
 
Underwritten NCF Debt Yield:
 
8.9%
             
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-177354) for the offering to which this communication relates.  Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing entity and this offering.  You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov.  Alternatively, the depositor or UBS Securities LLC, any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-877-713-1030.
 
 
7

 
 
20 North Wacker Drive
Chicago, Illinois 60606
Collateral Asset Summary
Civic Opera House
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$94,708,353
72.9%
1.25x
10.1%
 
Tenant Summary
Tenant
Ratings
(Fitch/Moody’s/S&P)
 
Net Rentable
Area (Sq. Ft.)
   
% of Net
Rentable
Area
      U/W Base
Rent Per Sq.
Ft.(1) (2)
   
% of Total
Annual U/W
Base Rent(1) (2)
   
Lease Expiration
Cassiday Schade
NR/NR/NR
   63,073       6.9 %       $ 28.02       9.5 %    
2/28/2018
Rockwood Company(3)
NR/NR/NR
   30,488       3.3         $ 23.75       3.9      
12/31/2018
American Institute For Research
NR/NR/NR
   20,522       2.2         $ 25.00       2.8      
11/30/2015
H.W. Lochner
NR/NR/NR
   18,585       2.0         $ 26.19       2.6      
5/31/2013
Klien Thorpe & Jenkins
NR/NR/NR
   18,335       2.0         $ 27.55       2.7      
5/31/2018
Subtotal / Wtd. Avg.
     151,003       16.5 %       $ 26.47       21.6 %      
                                           
Other
Various
   534,681       57.8 %       $ 27.44       78.4 %    
Various
Vacant
NAP
  235,966       25.8        
NAP
     
NAP
 
   
NAP
Total / Wtd. Avg.
    916,039       100.0 %       $ 27.22       100.0 %      
(1)
U/W Base Rent Per Sq. Ft. and % of Total Annual Base Rent include contractual rent steps through February 2, 2013.
(2)
U/W Base Rent Per Sq. Ft. and % of Total Annual U/W Base Rent are based on the underwritten occupied base rent and underwritten occupied sq. ft. and exclude any gross up of vacant space.
(3)
Tenant has a termination right effective 12/31/14 with 12 months notice and a termination fee equal to six months of full rent (approximately $407,777) plus the amortized portion of any concessions, commissions, allowances or other expenses incurred by landlord in connection with its lease.
 
The Loan.  The Civic Opera House loan (the “Civic Opera House Loan”) is a $95.0 million fixed rate loan secured by the borrower’s fee simple interest in a 916,039 sq. ft. Class B, CBD office property located at 20 North Wacker Drive in Chicago, Illinois (the “Civic Opera House Property”).  The $95.0 million first mortgage loan has a 10-year term and amortizes on a 30-year schedule.  The Civic Opera House Loan accrues interest at a fixed rate equal to 5.8830%.  Loan proceeds, with an additional equity contribution of $49.4 million and a credit from the seller of $5.1 million, were used to acquire The Civic Opera House Property for a purchase price of $125.78 million, fund upfront reserves of $19.7 million, and pay closing costs and fees of approximately $4.1 million.  Based on the appraised value of $130.0 million as of January 23, 2012, the cut-off date LTV is 72.9%.
 
The Borrower / Sponsor.  The borrower, SL Civic Wacker LLC (the “Borrower”), is a newly-formed, single purpose Delaware limited liability company structured to be bankruptcy-remote, with two independent directors in its organizational structure.  Michael Silberberg (the “Sponsor”) is the non-recourse carveout guarantor for the Civic Opera House Loan and no other individual owns more than 15%, directly or indirectly, of the Borrower.
 
The Sponsor, along with various other investors, owned four office properties in Chicago as of the closing of the Civic Opera House Loan:  311 South Wacker Drive, 550 West Jackson Street, 180 North LaSalle Street, and 111 West Jackson Street.  Additionally, the Sponsor recently sold 600 West Chicago Avenue. Michael Silberberg has over twenty years of experience in transactional real estate law and is currently a senior partner at Silberberg & Kirschner LLP, a NYC law firm.  Since 1988, Michael Silberberg has privately invested, syndicated and managed commercial and residential multi-family projects across the country, and has participated in a number of private equity and loan transactions.
 
The Property.  The Civic Opera House Property consists of a Class B, 44-story, CBD office building located in the West Loop submarket of Chicago, Illinois.  The Civic Opera House Property was constructed in 1929 and contains 916,039 sq. ft. of rentable office and storage area.  The tenant base is diverse, with none of the nearly 230 tenants occupying more than 7.0% of the building.  Per the rent roll dated January 1, 2012 the Civic Opera House Property was 74.2% leased and 73.6% occupied.
 
In addition to the office space, the Civic Opera House Property is home to the Lyric Opera of Chicago and a 3,563-seat theater, which is reportedly the second largest opera auditorium in North America and holds the largest stage in downtown Chicago.  The theater is a mixture of Art Nouveau and Art Deco designs.  The Civic Opera House Property is structured as a vertical subdivision and the theater and related concessions are not part of the collateral for the Civic Opera House Loan.
 
Major Tenants.  The Civic Opera House Property includes more than 230 leased spaces.  The largest three tenants in aggregate occupy 12.5% of the net rentable area and account for 16.2% of the gross potential rental income.
 
Cassiday Schade LLP (63,073 sq. ft., 6.9% NRA, 9.5% of underwritten occupied base rent):  Cassiday Schade LLP (“Cassiday”) is a privately held litigation law firm that focuses mainly on civil litigation.  Cassiday was founded in 1979 and currently has approximately 100 attorneys in 7 offices all located in the greater Chicago area.  The Civic Opera House Property is Cassiday’s headquarters location.  Cassiday has been located at the Civic Opera House Property since 1997 and currently has several different co-terminus leases that expire in February, 2018 subject to a renewal option.
 
 
 
 
 
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-177354) for the offering to which this communication relates.  Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing entity and this offering.  You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov.  Alternatively, the depositor or UBS Securities LLC, any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-877-713-1030.
 
 
8

 
 
20 North Wacker Drive
Chicago, Illinois 60606
Collateral Asset Summary
Civic Opera House
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$94,708,353
72.9%
1.25x
10.1%
 
The Rockwood Company (30,488 sq. ft., 3.3% NRA, 3.9% of underwritten occupied base rent):  The Rockwood Company is one of the Chicago area’s largest and oldest independent insurance agencies, and has been providing insurance services to the public since 1896.  The company provides brokerage services to its clients, offering solutions for commercial lines, personal lines, life and health insurance.  Rockwood’s location at the Civic Opera House Property serves as its main office, where according to the company’s website a staff of about 80 is employed.
 
Learning Point/American Institutes of Research (20,522 sq. ft., 2.2% NRA, 2.8% of underwritten occupied base rent):  In October 2010, Learning Point merged into The American Institutes of Research (“AIR”), a nonpartisan, not-for-profit organization that conducts behavioral and social science research and delivers technical assistance both domestically and internationally in the areas of health, education, and workforce productivity.  AIR was established in 1946 and is headquartered in Washington, D.C.
 
The Market.  The Civic Opera House Property is located at the northeast corner of the intersection of North Wacker Drive and West Madison Street in Chicago’s central business district, in the area generally known as the “Loop.”  The Loop contains the main concentrations of office and commercial space within downtown Chicago and is bounded by the Chicago River along the north and west, Lake Michigan on the east and Congress Parkway on the south.  The Civic Opera House Property is further defined as being located in the West Loop submarket.
 
According to the appraiser, the Chicago metropolitan area had an inventory of roughly 236.6 million sq. ft. as of the fourth quarter of 2011.  The CBD office segment accounted for approximately 127.3 million sq. ft. or 53.8% of the region’s inventory.  The direct vacancy rate was 14.0%, which represented a slight decline from the third-quarter 2011 vacancy rate of 14.3%.  The Class A and B direct vacancy rates were reported at 13.1% and 14.2%, respectively. Asking rents as of the fourth quarter of 2011 were reported to be $31.72 per sq. ft., representing a decrease of $0.26 per sq. ft. from the previous quarter.
 
According to the appraiser, the West Loop office submarket had an inventory of roughly 43.9 million sq. ft. as of the fourth quarter of 2011, making it the largest submarket in the Chicago MSA on a square foot basis.  The direct vacancy rate was 13.5%, and the Class A and B direct vacancy rates were reported at 13.0% and 14.3%, respectively.  Asking rents for the overall West Loop submarket as of the fourth quarter of 2011 were reported at $34.06 per sq. ft., a decrease of $0.17 per sq. ft. from the previous quarter.  Class A and B asking rents were reported at $38.93 and $30.62 per sq. ft., respectively.  According to the appraiser, there are five proposed office developments in the West Loop submarket, which upon completion would add a total of 3,550,000 sq. ft. to the submarket.
 
Cash Flow Analysis.
 
Cash Flow Analysis
 
             
 
12/31/2009
12/31/2010
T-12 11/30/2011
U/W
U/W Per Sq. Ft.
 
Base Rent(1)
$17,890,919
$17,381,096
$17,369,006
$17,856,160
$19.49
 
Value of Vacant Space / (concessions) (2)
$0
$0
$0
$6,119,411
$6.68
 
Rent Steps(3)
$0
$0
$0
$655,999
$0.72
 
Gross Potential Rent
$17,890,919
$17,381,096
$17,369,006
$24,631,570
$26.89
 
Total Recoveries
$1,804,635
$1,563,868
$1,686,725
$1,119,559
$1.22
 
Rent Abatements (4)
($1,471,605)
($1,159,656)
($2,155,979)
$0
$0.00
 
Total Other Income
$1,341,726
$1,036,238
$1,037,370
$278,103
$0.30
 
Less: Vacancy
$0
$0
$0
($6,119,411)
($6.68)
 
Effective Gross Income
$19,565,675
$18,821,546
$17,937,122
$19,909,821
$21.73
 
Total Operating Expenses
$10,743,660
$10,483,129
$10,376,289
$10,298,059
$11.24
 
Net Operating Income
$8,822,015
$8,338,417
$7,560,833
$9,611,762
$10.49
 
TI/LC
$0
$0
$0
$915,262
$1.00
 
Capital Expenditures
$0
$0
$0
$229,010
$0.25
 
Net Cash Flow
$8,822,015
$8,338,417
$7,560,833
$8,467,490
$9.24
 
(1)
U/W Base Rent is based on the rent roll dated January 1, 2012.
(2)
U/W Vacancy is based on actual economic vacancy as of the rent roll dated January 1, 2012, and is equal to 23.8% of gross potential revenue.
(3)
U/W Rent Steps includes contractual rent increases through February 2, 2013.
(4)
Rent abatements based on historical operating statements provided by the Borrower.
 
Property Management.    The Civic Opera House Property is managed by SL 20 N Wacker Manager LLC, an affiliate of the Borrower.
 
 
 
 
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-177354) for the offering to which this communication relates.  Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing entity and this offering.  You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov.  Alternatively, the depositor or UBS Securities LLC, any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-877-713-1030.
 
 
9

 

20 North Wacker Drive
Chicago, Illinois 60606
Collateral Asset Summary
Civic Opera House
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$94,708,353
72.9%
1.25x
10.1%
 
Lockbox / Cash Management.    The Civic Opera House Loan is structured with a hard lockbox and in place cash management.  All excess cash is required to be swept into a lender-controlled account upon the occurrence of one of the following events:  (i) an event of default by the Borrower, (ii) the occurrence of certain bankruptcy events relating to the guarantor or the property manager or (iii) the DSCR falls below 1.10x.
 
Initial Reserves.    At closing, the Borrower deposited (i) $239,436 into a tax reserve account, (ii) $46,295 into an insurance reserve account, (iii) $2,500,000 into a capital expenditure/replacement reserve account, (iv) $13,862,775 into a TI/LC reserve account and (v) $3,336,595 into a free rent reserve account for the purpose of creating a reserve in order to simulate payments of rent during the period that any free rent periods or rent abatements are in effect.
 
Ongoing Reserves.    On a monthly basis, the Borrower is currently required to deposit reserves of (i) $239,436 into a tax reserve account, (ii) $46,295 into an insurance reserve account, (iii) $18,813 into a capital expenditure/replacement reserve account until the balance in that account is $1,000,000, and thereafter no monthly deposits will be required until the balance subsequently falls below $500,000 and (iv)  $75,250 into the TI/LC reserve account at any time the amount then on deposit in the TI/LC reserve account is below $2,000,000 until the balance in that account is $5,000,000, and thereafter no monthly deposits will be required until the balance subsequently falls below $2,000,000.
 
Current Mezzanine or Subordinate Indebtedness.     None.
 
Future Mezzanine or Subordinate Indebtedness Permitted.    None Permitted.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-177354) for the offering to which this communication relates.  Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing entity and this offering.  You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov.  Alternatively, the depositor or UBS Securities LLC, any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-877-713-1030.
 
 
10

 
 
111-115 Broadway
New York, NY 10006
Collateral Asset Summary
Trinity Centre
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$88,000,000
59.3%
1.31x
10.5%
                     
  Mortgage Loan Information(1)   Property Information
 
Loan Seller:
UBSRES
     
Single Asset / Portfolio:
Single Asset
 
Loan Purpose:
Refinance
     
Property Type:
Office – CBD
 
Sponsor:
Richard Cohen; Gary Darman
     
Collateral:
Fee Simple
 
Borrower:
Trinity Centre LLC
     
Location:
New York, NY
 
Original Balance:
$88,000,000
     
Year Built / Renovated:
1905, 1907 / 2001
 
Cut-off Date Balance:
$88,000,000
     
Total Sq. Ft.:
900,744
 
% by Initial UPB:
TBD
     
Property Management:
Capital Properties NY LLC
 
Interest Rate:
5.8975%
     
Underwritten NOI:
$16,857,263
 
Payment Date:
6th of each month
     
Underwritten NCF:
$15,280,961
 
First Payment Date:
October 6, 2011
     
Appraised Value:
$270,000,000
 
Maturity Date:
September 6, 2021
     
Appraisal Date:
August 1, 2011
 
Amortization:
Interest only for 24 months;
             
   
336 months thereafter
    Historical NOI
 
Additional Debt(1) (2):
$72,000,000 pari passu Note A-1;
   
 Most Recent NOI:
 
$15,707,079 (T-12 7/31/2011)
   
$18,000,000 Senior Mezzanine Loan;
   
 2nd Most Recent NOI:
 
$15,499,360 (December 31, 2010)
   
$7,000,000 Junior Mezzanine Loan
   
 3rd Most Recent NOI:
 
$16,413,350 (December 31, 2009)
 
Call Protection(3):
L(31), D(85), O(4)
           
 
Lockbox / Cash Management:
Hard / In Place
    Historical Occupancy(8)
           
 Most Recent Occupancy:
 
84.5% (August 1, 2011)
Reserves(4)  
 2nd Most Recent Occupancy:
 
87.2% (December 31, 2010)
   
Initial
Monthly
   
 3rd Most Recent Occupancy:
 
91.0% (December 31, 2009)
 
Taxes:
$1,091,331
$363,777
   
 4th Most Recent Occupancy:
 
92.6% (December 31, 2008)
 
Insurance:
$0
$29,017
   
 5th Most Recent Occupancy:
 
91.7% (December 31, 2007)
 
Replacement:
$0
$18,766
   
 6th Most Recent Occupancy:
 
81.1% (December 31, 2006)
 
TI/LC:
$2,000,000
100% of Excess
             
   
Cash Flow
    Historical Annual Rent Per Sq. Ft.(8)
 
Required Repairs:
$70,153
$0
   
 Most Recent Rent Per Sq. Ft.:
 
$36.68 (T-12 July 31, 2011)
 
Rent Abatement Reserve:
$2,539,062
$0
   
 2nd Most Recent Rent Per Sq. Ft.:
 
$36.53 (December 31, 2010)
 
Port Authority Rollover Funds:
$0
Springing
   
 3rd Most Recent Rent Per Sq. Ft.:
 
$35.14 (December 31, 2009)
 
Local Law 11 Reserve:
$2,000,000
$0
   
 4th Most Recent Rent Per Sq. Ft.:
 
$32.04 (December 31, 2008)
             
(1)


(2)
(3)
The Trinity Centre Mortgage Loan is part of the Trinity Centre Loan Combination, totaling $160.0 million, which was bifurcated into two pari passu loan components (Notes A-1 and A-2). The Trinity Centre Loan, but not the related pari passu Note A-1, will be contributed to the UBS 2012-C1 Trust. The related pari passu Note A-1 was previously contributed to the UBSC 2011-C1 Trust.
See “Current Mezzanine or Subordinate Indebtedness” herein.
Defeasance of the Trinity Centre Loan Combination shall be permitted on the date that is two years after the closing date of the UBS 2012-C1 securitization.
Financial Information    
   
Mortgage Loan(5)
Total Debt(6)
     
 
Cut-off Date Balance / Sq. Ft.:
$178
$205
     
 
Balloon Balance / Sq. Ft.:
$154
$181
     
 
Cut-off Date LTV:
59.3%
68.5%
      (4)
(5)




(6)

(7)

(8)
See “Initial Reserves” and “Ongoing Reserves” herein.
Throughout this free writing prospectus, unless otherwise stated, the numerical and statistical information related to the loan-to-value ratios, debt yields, and balances per sq. ft. includes the pari passu A-1 note (which note is not included in the Trust) and the pari passu companion A-2 note (which note is included in the Trust). For purposes of calculating debt service coverage ratios, the annual debt service is based on the aggregate principal and interest payments due during the first 12 months after the expiration of the initial interest only period on the pari passu A-1 note (which note is not included in the Trust) and the pari passu companion A-2 note (which note is included in the Trust).
Total Debt includes the senior mezzanine and junior mezzanine loans described under “Current Mezzanine or Subordinate Indebtedness” herein. The mezzanine loans have 11.1500% and 13.5000% per annum interest rates, respectively.
As of the cut-off date, and during the initial interest only period, the Underwritten NOI DSCR and Underwritten NCF DSCR are 1.76x and 1.60x, respectively. With respect to Total Debt, the Underwritten NOI DSCR and Underwritten NCF DSCR are 1.34x and 1.22x, respectively.
Historical Occupancy and Historical Annual Rent Per Sq. Ft. shown in the table above is based on historical rent rolls and occupancy percentages provided by the related borrower.
 
Balloon LTV:
51.3%
60.5%
     
 
Underwritten NOI DSCR(7):
1.44x
1.15x
     
 
Underwritten NCF DSCR(7):
1.31x
1.04x
     
 
Underwritten NOI Debt Yield:
10.5%
9.1%
     
 
Underwritten NCF Debt Yield:
9.6%
8.3%
     
             
             
               
               
 
 
 
 
 
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-177354) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing entity and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor or UBS Securities LLC, any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-877-713-1030.
 
 
11

 
 
 
111-115 Broadway
New York, NY 10006
Collateral Asset Summary
Trinity Centre
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$88,000,000
59.3%
1.31x
10.5%
 
Tenant Summary
Tenant
Ratings
(Fitch/Moody’s/S&P)(1)
Net Rentable
Area (Sq. Ft.)
% of Net
Rentable
Area
U/W Base
Rent Per Sq.
Ft.(2) (3)
% of Total
Annual U/W
Base Rent(2) (3)
Lease Expiration
Port Authority of New York and
New Jersey(4)
NR/Aa2/NR
157,203
  17.5%
$37.40
  20.1%
12/31/2016
Stern & Montana LLP
NR/NR/NR
 35,126
 3.9
$28.36
3.4
7/31/2014
Buckley Broadcasting WOR LLC
NR/NR/NR
 22,152
 2.5
$27.00
2.0
8/31/2019
New York University(5)
NR/Aa3/NR
 22,152
 2.5
$41.94
3.2
11/30/2022
Chamberlain Communications(6)
NR/NR/NR
 21,893
 2.4
$43.72
3.3
12/31/2017
Subtotal / Wtd. Avg.
 
258,526
  28.7%
$36.21
 32.1%
 
             
Other
Various
524,897
  58.3%
$37.77
 67.9%
Various
Vacant
NAP
139,214
15.5
    NAP
NAP
NAP
Total / Wtd. Avg.
 
900,744
100.0%
$38.33
100.0%
 
(1)
Certain ratings are those of the parent company whether or not the parent company guarantees the lease.
(2)
U/W Base Rent Per Sq. Ft. and % of Total Annual Base Rent include contractual rent steps through October 2012, but do not include average rent for New York University, which amount is included in the underwritten net cash flow.
(3)
Annual U/W Base Rent Per Sq. Ft., % U/W Base Rent Rolling and Cumulative % of U/W Base Rent are based on the underwritten occupied base rent and underwritten occupied sq. ft. and exclude any gross up of vacant space.
(4)
Port Authority of New York and New Jersey leases multiple spaces at the Trinity Centre Property, with 19,575 sq. ft. expiring March 31, 2012, 61,180 sq. ft. expiring July 31, 2015, and 76,448 sq. ft. expiring December 31, 2016. Port Authority of New York and New Jersey has the following termination options: (i) with respect to the 76,448 sq. ft. expiring December 31, 2016 (located on the 4th, 6th, 7th, and 10th floors of the 115 Broadway building), the tenant may terminate the lease on December 31, 2014 or December 31, 2015 with one year notice; (ii) with respect to the 61,180 sq. ft. expiring July 31, 2015 (located on the 8th, 9th, and 19th floors of the 115 Broadway building), the tenant may terminate the lease for either the 8th (20,335 sq. ft.) or 9th (20,349 sq. ft.) floor space (but not both) on October 31, 2013 with one year notice and payment of a $173,720 fee, and may terminate either the lease for the 8th or 9th floor space (only if the previous termination option for the other of the 8th or 9th floor was exercised) or the lease for the 19th floor space (only if the previous termination option for the 8th or 9th floor space was not exercised), on July 31, 2014 with one year notice and payment of a $103,035 fee.
(5)
New York University has one, five-year extension option.
(6)
Chamberlain Communications has one, five-year extension option.
 
The Loan.    The Trinity Centre loan combination (the “Trinity Centre Loan Combination”) is a $160.0 million fixed rate loan secured by the borrower’s fee simple interest in a 900,744 square foot Class B, CBD office property located at 111 and 115 Broadway in New York, New York (the “Trinity Centre Property”).  The $160.0 million first mortgage loan has a 10-year term, an initial interest-only period of 24 months and amortizes on a 28-year schedule thereafter.  The Trinity Centre Loan Combination accrues interest at a fixed rate equal to 5.8975%.  The Trinity Centre Loan Combination was bifurcated into two pari passu loan components (Note A-1 in the original amount of $72.0 million and Note A-2 in the original amount of $88.0 million). The Trinity Centre Note A-2 (the “Trinity Centre Loan”), but not the related pari passu Note A-1, will be contributed to the UBS 2012-C1 Trust.  Loan proceeds, with an additional $25.0 million in mezzanine financing (see “Current Mezzanine or Subordinate Indebtedness” herein) were used to retire approximately $177.0 million of existing debt, fund upfront reserves totaling approximately $7.7 million, and pay closing costs of approximately $3.0 million.  Based on the “as-is” appraised value of $270.0 million as of August 1, 2011, the cut-off date LTV is 59.3%. The Trinity Centre Note A-1 was previously contributed to the UBSC 2011-C1 trust. The most recent prior financing of the Trinity Centre Property was included in the MSC 2004-T13 and BSCMS 2004-PWR3 securitizations.
 
The Borrower / Sponsor.    The borrower, Trinity Centre LLC (the “Borrower”), is single purpose Delaware limited liability company structured to be bankruptcy-remote, with two independent directors in its organizational structure.  Richard Cohen and Gary Darman, the non-recourse carveout guarantors for the Trinity Centre Loan Combination (collectively, the “Sponsors”) and their related entities have direct or indirect ownership of a majority of the equity interests in the Borrower.
 
Richard Cohen is the CEO and founder of Capital Properties, a privately owned real estate investment, development and management firm.  Capital Properties’ ongoing and completed projects include premier residential, hotel and commercial properties in major markets such as Boston, New York and Washington, D.C.  Since its inception in 1997, the company has developed, acquired and managed more than 17,000 apartment units and eight million sq. ft. of office space. 
 
Gary Darman has an extensive real estate development and operating background with over 40 years of experience. In 1998, Mr. Darman formed Saxon Partners to develop residential and commercial properties in the greater Boston area.  In addition, Mr. Darman serves as the general partner of his family’s investment company, which has been a joint venture partner with many of the top Boston real estate firms in a large portfolio of apartment, office and retail properties. Mr. Darman previously served on the board of directors of the Mirage Resorts, Inc., a leading hotel and casino company. As of year end 2010, Mr. Darman had $19.9 million of contingent liabilities consisting of personal guaranties on nine different loans. A review of Mr. Darman’s financial statements reveals a 90% interest in Gary Darman Company, which in turn owns between 90-100% of four retail and multifamily properties in the greater Boston
 
 
 
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-177354) for the offering to which this communication relates.  Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing entity and this offering.  You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov.  Alternatively, the depositor or UBS Securities LLC, any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-877-713-1030.
 
 
12

 
 
111-115 Broadway
New York, NY 10006
Collateral Asset Summary
Trinity Centre
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$88,000,000
59.3%
1.31x
10.5%
  
area. These properties carry a market value of approximately $111,290,000 with an equity value of approximately $31,277,215 after outstanding debt.
 
The Property.     The Trinity Centre Property consists of two adjacent, multi-tenanted, architecturally significant pre-war office buildings with street level retail that encompass 900,744 sq. ft. of NRA.  The Trinity Centre Property is situated at 111 and 115 Broadway in the core of the Financial West submarket of Downtown Manhattan, adjacent to Trinity Church and within three blocks of Wall Street and the New York and American Stock Exchanges.  The location of the Trinity Centre Property provides access to primary office locations of major banks, media companies, law firms, insurance companies, public agencies, City Hall and the new World Trade Center currently under development. The Trinity Centre Property has direct subway access to the Lexington Avenue express trains and is situated less than two blocks from the new Santiago Calatrava-designed World Trade Center Transit Hub, providing connectivity between PATH trains; 1, 2, 3, 4, 5, A, C, E, J, N, R, W, and Z subway lines; the World Financial Center, Hudson River ferries and the new Fulton Street Transit Center. The Trinity Centre Property was first constructed in 1905 (111 Broadway) and 1907 (115 Broadway) and is connected by a steel footbridge.  The detailed buildings were designed by Francis Hatch Kimball, a prominent New York City-based architect, with Gothic details to harmonize with the neighboring Trinity Church to the south, with a limestone façade detailed with towers, gables and fanciful carved ornaments.  The buildings are designated as New York City landmarks, having been comprehensively restored with electrical, mechanical and telecommunications systems that meet 21st century standards.
 
The Borrower purchased the Trinity Centre Property in December of 2000 for approximately $128.5 million.  Since acquisition, the Borrower has contributed in excess of $23.7 million in capital improvements, including elevator modernization, lobby and common area renovations, and window replacements. The Borrowers all-in cash basis totals approximately $154.5 million.
 
Major Tenants.    The Trinity Centre Property is currently 84.5% leased as of August 1, 2011 with three of the top ten tenants (21.8% of GLA) having investment grade credit ratings – Port Authority of New York and New Jersey (17.5% of GLA, rated NR/Aa2/NR by Fitch/Moody’s/S&P), New York University (2.5% of GLA, rated NR/Aa3/NR by Fitch/Moody’s/S&P), and Consolidated Edison (1.8% of GLA, rated BBB+/Baa1/A- by Fitch/Moody’s/S&P).
 
The Port Authority of New York and New Jersey (157,203 sq. ft., 17.5% of GLA, 20.1% of underwritten occupied base rent):  Established in 1921, the Port Authority of New York and New Jersey conceives, builds, operates, and maintains infrastructure critical to the New York/New Jersey region’s trade and transportation network.  Its area of jurisdiction is called the Port District, a region with a radius of approximately 25 miles of the Statue of Liberty.  The Port Authority of New York and New Jersey currently leases 157,203 sq. ft. of office space at 115 Broadway.  The Port Authority of New York and New Jersey is rated NR/Aa2/NR by Fitch/Moody’s/S&P.
 
Stern & Montana LLP (35,126 sq. ft., 3.9% of GLA, 3.4% of underwritten occupied base rent): Stern & Montana LLP is a law firm specializing in legal and advisory services designed to minimize the impact of fraud on the insurance industry.  Founded by attorneys Bob Stern and Richard Montana, the majority of the firm’s clients are insurance companies looking to investigate insurance fraud, initiate civil law suits to recover compensatory damages and prosecute health insurance fraud. Stern & Montana LLP operates in both New York and Florida.  The tenant occupies the entire 20th and 21st floor of the 115 Broadway building under a lease that commenced in 2003 and expires in July 2014.  The current rent ranges from $11.40 - $34.14 per sq. ft. and will expire at a range of $12.10 - $36.23 per sq. ft.
 
Buckley Broadcasting WOR LLC (22,152 sq. ft., 2.5% of GLA, 2.0% of underwritten occupied base rent): Buckley Broadcasting WOR LLC (“Buckley Broadcasting”) owns and operates 20 radio stations in New York, Connecticut and California. It operates as an independent syndicated programming provider network.  The company’s radio stations offer news/talk, oldies, classic hits, rhythmic, adult contemporary, adult standards, hip hop, country, and classic rock programs. Buckley Broadcasting was founded in 1956 and is based in Greenwich, Connecticut.  The tenant occupies the entire third floor of the 111 Broadway building under a lease which commenced in 2004 and expires in August 2019.
 
New York University (22,152 sq. ft., 2.5% of GLA, 3.2% of underwritten occupied base rent exclusive of the additional average rent underwritten): New York University (“NYU”) is a private, nonprofit university based in New York City. With over 43,000 active students and 400,000 alumni, NYU is the largest private university in the country.  Founded in 1831, NYU is regularly ranked as one of the top academic institutions in the world. NYU occupies properties all over New York City with the majority being in the area surrounding Washington Square Park.  The subject property is occupied by the NYU Langone Trinity Centre, a medical center staffed with full-time members of NYU School of Medicine. Services range from Facial Plastic Surgery to Pulmonary Care.  The tenant occupies the entire second floor of the 111 Broadway building under a lease that commenced in 2007 and expires in November 2022. New York University is rated NR/Aa3/NR by Fitch/Moody’s/S&P.
 
Chamberlain Communications (21,893 sq. ft., 2.4% of GLA, 3.3% of underwritten occupied base rent): Chamberlain Communications LLC provides public relations services for pharmaceutical companies, medical specialty societies, and foundations in North America and Europe. It offers brand communications, issues and crisis management, media relations, content development, and grassroots programming services.  The company also creates positive agendas that drive understanding, optimism, and meaning for healthcare
 
 
 
 
 
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-177354) for the offering to which this communication relates.  Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing entity and this offering.  You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov.  Alternatively, the depositor or UBS Securities LLC, any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-877-713-1030.
 
 
13

 
 
111-115 Broadway
New York, NY 10006
Collateral Asset Summary
Trinity Centre
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$88,000,000
59.3%
1.31x
10.5%
 
professionals. It serves brands and organizations involved in social issues, including mental health, cancer, cardiovascular health, and infectious diseases, as well as third-party organizations focusing on cause-related programming. The company was founded in 1993 and is based in New York City.  The tenant occupies the entire 19th floor of 111 Broadway under a lease that commenced in 2007 and expires in December 2017.
 
The Market.    The Trinity Centre Property is situated in the Financial West subdistrict of Downtown Manhattan on Broadway between Pine Street and Cedar Street.  According to the appraisal, the Financial West District is the smallest office market in Downtown Manhattan and has traditionally been the beneficiary of overflow demand for office space in the Financial East and World Financial Districts.  The Trinity Centre Property is considered to be Class B, and as such, serves a relevant purpose as a lower cost provider of space at a competitive price point for smaller tenants, in addition to ancillary needs expected to arise from the tenancy that will move into new World Trade Center developments.
 
Statistics as of the second quarter of 2011 for Class B office space in the market and submarket are shown below.
 
Category
Downtown
Financial West
Existing Supply (Sq. Ft.)
28,191,580
3,962,787
Average Vacant
8.9%
18.7%
Average Rent Per Sq. Ft.
$34.94
$33.56
  Source: Appraisal.
 
As shown above, the average occupancy for the Financial West submarket is lower than the overall Downtown market area.  The average Class B asking rental rate in the Financial West district was $33.56 per sq. ft. as of the second quarter of 2011, below the Downtown Class B average of $34.94 per sq. ft.  Overall the average asking rents for the submarket are in line with the Downtown market average.  According to the appraisal, the effect of new construction and new competition on the Trinity Centre Property is negligible, as reflected in the fact that very little new construction of Class B office buildings is currently underway in Downtown Manhattan.
 
The Trinity Centre Property appraisal notes 29 office buildings within the Financial West submarket, as well as the surrounding Insurance, Financial East and World Trade sub districts are considered to be competitive with the Trinity Centre Property.  The buildings that are competitive with the Trinity Centre Property contain a total net rentable area of 15,113,365 sq. ft. The average overall direct occupancy rate for these buildings is 86.7%, compared to 91.1% for Class B office buildings in the Downtown market as a whole. The minimum asking rent for the 29 buildings that are competitive with the Trinity Centre Property is $19.00 per sq. ft. and the average maximum asking rent is $55.00 per sq. ft.
 
Of the 29 buildings presented, eight are considered directly competitive with the Trinity Centre Property in terms of building classification, asking rents, rentable office area, and current occupancy.  The average direct occupancy rate for these eight directly competitive buildings is 85.6% for direct space and 83.1% when including sublease space. This compares with an average direct occupancy rate of 86.7% for all of the buildings competitive with the Trinity Centre Property and 91.1% for Class B office buildings in the Downtown market as a whole.
 
The table below shows the vacancy rate and asking rents of the Trinity Centre Property in comparison to direct competitors in the Financial West submarket.
 
Summary of Comparable Office Properties(1)
Building
Year Built
Size
% Leased
Asking Rate (Net)
Class
Trinity Centre
1905/1907
900,744
84.5%
$35.00
B
50 Broadway
1927
270,000
94.6%
$32.00 - $35.00
B
61 Broadway
1916
548,155
81.0%
$33.00 - $40.00
B
65 Broadway
1917
300,000
76.7%
$31.00 - $34.00
B
100 Broadway
1922
304,538
72.4%
$37.00 - $38.00
B
60 Broad Street
1962
1,014,041
100.0%
N/A
B
75 Broad Street
1928
650,000
92.6%
$29.00 - $34.00
B
80 Broad Street
1931
352,000
55.1%
$29.00 - $36.00
B
44 Wall Street
1926
265,780
78.9%
$34.00 - $35.00
B
Total / Wtd. Avg.(2)
 
3,704,514
85.6%
$29.00 - $40.00
 
(1)
(2)
Source: Appraisal.
Total / Wtd. Avg. excludes the Trinity Centre Property.
 
 
 
 
 
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-177354) for the offering to which this communication relates.  Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing entity and this offering.  You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov.  Alternatively, the depositor or UBS Securities LLC, any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-877-713-1030.
 
 
14

 
 
111-115 Broadway
New York, NY 10006
Collateral Asset Summary
Trinity Centre
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$88,000,000
59.3%
1.31x
10.5%
 
Cash Flow Analysis.
 
Cash Flow Analysis
 
12/31/2009
12/31/2010
T-12 7/31/2011
U/W
U/W Per Sq. Ft.
 Base Rent(1)
$32,389,956
$32,910,817
$33,051,000
$28,511,557
$31.65   
 Value of Vacant Space / (concessions) (2)
(384,958)
(783,150)
(867,544)
5,232,495
5.81   
 Rent Steps(3)
0      0        0      586,104      0.65   
 Straight-Line Rent(4)
0
0
220,265
0.24   
 Gross Potential Rent
$32,004,998
$32,127,667
$32,183,456
$34,550,421
$38.36   
 Total Recoveries
3,380,587
3,547,372
3,558,183
3,622,531
4.02   
 Total Other Income
413,021
271,179
303,215
319,715
0.35   
 Less: Vacancy
(3,027,189)
(4,132,710)
(4,033,851)
(5,232,495)
(5.81)   
 Effective Gross Income
$32,771,417
$31,813,508
$32,011,003
$33,260,173
$36.93   
 Total Operating Expenses
16,358,067
16,314,148
16,303,924
16,402,910
18.21   
 Net Operating Income
$16,413,350
$15,499,360
$15,707,079
$16,857,263
$18.71   
 TI/LC
562,077
674,578
936,897
1,351,116
1.50   
 Capital Expenditures
0
0
0
225,186
0.25   
 Net Cash Flow
$15,851,273
$14,824,782
$14,770,182
$15,280,961
$16.96   
(1)
(2)
(3)
U/W Base Rent is based on the rent roll dated August 1, 2011.
U/W Vacancy is based on actual economic vacancy as of the rent roll dated August 1, 2011, and is equal to 13.7% of Gross Potential Rent.
U/W Rent Steps includes contractual rent increases through October 2012
(4)
U/W Straight-Line Rent was calculated as the amount by which average contractual rent for New York University (rated NR/Aa3/NR by Fitch/Moody’s/S&P) over the term of the Trinity Centre Loan exceeds the current base rent amount.
 
Property Management.     The Trinity Centre Property is managed by Capital Properties NY LLC, a borrower affiliate.
 
Lockbox / Cash Management.    The Trinity Centre Loan is structured with a hard lockbox and in place cash management.  All excess cash will be swept into a lender controlled account upon the occurrence of one of the following events: (i) an event of default by the borrower, (ii) the occurrence of certain bankruptcy events relating to the borrower, guarantor or property manager, or (iii) the DSCR falls below 1.05x. If an event of default exists under a mezzanine loan during a period when cash is not swept under the Trinity Centre Loan, excess cash shall be transferred to the mezzanine lender under the applicable mezzanine loan to be held and applied in accordance with the terms of the applicable mezzanine loan documents.
 
Initial Reserves.     At closing, the Borrower deposited (i) $1,091,331 into the tax reserve account, (ii) $2,000,000 into an upfront TI/LC reserve account in respect of tenant improvements and leasing commissions for space other than space currently leased to the Port Authority of New York and New Jersey, (iii) $2,000,000 into a Local Law 11 reserve account for certain repairs to the building façade including repointing and stone repairs as required under applicable law identified in the loan documents, (iv) $2,539,062 into a reserve account for certain outstanding rent abatements identified in the loan documents, over $1.7 million of which is due to abatements related to the Port Authority renewal, and (v) $70,153 into a required repairs reserve account.
 
Ongoing Reserves.    On a monthly basis, the Borrower is currently required to deposit reserves of (i) $363,777 into a tax reserve account, (ii) $29,017, or 1/12 of the portion of the annual premium of the Borrower’s blanket insurance policy that is allocable to the Trinity Centre Property, (iii) $18,766 into the capital expenditure/replacement reserve account, (iv) for the first two years of the Trinity Centre Loan term, 100% of all excess cash flow (not subject to an annual cap), (v) from and after the 24th monthly payment date and until such time as both the TI/LC reserve and the Port Authority rollover reserve cap amounts identified in the following sentence have been met, 100% of all excess cash flow until an annual amount of $1,500,000 has been deposited, and for the balance of such annual period 75% of all excess cash flow, and (vi) $112,115 into a TI/LC reserve account after such time at which both the TI/LC reserve and the Port Authority rollover reserve cap amounts identified in the following sentence have been met.  The excess cash flow identified in (iv) and (v) above is required to be deposited (A) first into the TI/LC reserve account until an aggregate amount of $5,700,000 has been deposited into such account, then (B) into the Port Authority rollover account until an aggregate amount of $10,300,000 has been deposited into such reserve account.
 
 
 
 
 
 
 
 
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-177354) for the offering to which this communication relates.  Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing entity and this offering.  You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov.  Alternatively, the depositor or UBS Securities LLC, any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-877-713-1030.
 
 
15

 
 
111-115 Broadway
New York, NY 10006
Collateral Asset Summary
Trinity Centre
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$88,000,000
59.3%
1.31x
10.5%
 
Current Mezzanine or Subordinate Indebtedness.      In conjunction with the Trinity Centre Loan Combination, CreXus S Holdings LLC provided an $18,000,000 senior mezzanine loan, and Brickman Trinity Center, LLC provided a $7,000,000 junior mezzanine loan. The Trinity Centre Loan Combination and each mezzanine loan were funded separately.  The senior mezzanine loan requires payments of interest only at a rate of 11.1500% and the junior mezzanine loan requires payments of interest only at a rate of 13.5000%.  Both the senior mezzanine loan and the junior mezzanine loan are co-terminus with the Trinity Centre Loan.
 
Future Mezzanine or Subordinate Indebtedness Permitted.     None permitted.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-177354) for the offering to which this communication relates.  Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing entity and this offering.  You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov.  Alternatively, the depositor or UBS Securities LLC, any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-877-713-1030.
 
 
16

 
 
2001 South Road
Poughkeepsie, NY 12601
Collateral Asset Summary
Poughkeepsie Galleria
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$84,872,577
65.1%
1.29x
10.3%
 
Mortgage Loan Information(1)
 
Property Information
Loan Seller:
UBSRES
   
Single Asset / Portfolio:
Single Asset
Loan Purpose:
Refinance
   
Property Type:
Retail – Regional Mall
Sponsor:
Poughkeepsie Galleria Company
   
Collateral:
Fee Simple
Borrower:
Poughkeepsie Galleria LLC
   
Location:
Poughkeepsie, NY
Original Balance:
$85,250,000
   
Year Built / Renovated:
1987 / NAP
Cut-off Date Balance:
$84,872,577
   
Total Sq. Ft.:
691,325
% by Initial UPB:
TBD
   
Property Management:
Pyramid Management Group, LLC
Interest Rate:
6.6115%
   
Underwritten NOI:
$15,877,259
Payment Date:
6th of each month
   
Underwritten NCF:
$15,145,398
First Payment Date:
December 6, 2011
   
Appraised Value:
$237,000,000
Maturity Date:
November 6, 2021
   
Appraisal Date:
October 17, 2011
Amortization(2):
360 months
   
Historical NOI
Additional Debt(1) (3):
$69,441,199 pari passu Note A-1;
   
Most Recent NOI:
$14,663,123 (T-12 8/31/2011)
$20,907,028 Mezzanine Loan
   
2nd Most Recent NOI:
$15,023,161 (December 31, 2010)
Call Protection(4):
L(30), D(86), O(4)
   
3rd Most Recent NOI:
$15,315,920 (December 31, 2009)
Lockbox / Cash Management:
Hard / In Place
   
Historical Occupancy(8)
       
Most Recent Occupancy:
92.9% (October 1, 2011)
Reserves(5)
 
2nd Most Recent Occupancy:
93.7% (December 31, 2010)
 
Initial
Monthly
   
3rd Most Recent Occupancy:
94.1% (December 31, 2009)
Taxes:
$1,281,975
$320,494
   
4th Most Recent Occupancy:
94.7% (December 31, 2008)
Insurance:
$51,439
$17,146
   
5th Most Recent Occupancy:
NAV
Replacement:
$0
$11,522
   
Historical Annual Rent Per Sq. Ft.(9)
TI/LC:
$2,000,000
Springing
   
Most Recent Rent Per Sq. Ft.:
$25.17 (T-12 August 31, 2011)
JCPenney Rollover:
$0
Springing
   
2nd Most Recent Rent Per Sq. Ft.:
$26.61 (December 31, 2010)
         
3rd Most Recent Rent Per Sq. Ft.:
$25.10 (December 31, 2009)
Financial Information
 
4th Most Recent Rent Per Sq. Ft.:
$24.78 (December 31, 2008)
 
Mortgage Loan(6)
Total Debt(7)
 
(1)


(2)
(3)
(4)
(5)
The Poughkeepsie Galleria Loan is part of the Poughkeepsie Galleria Loan Combination, totaling $155.0 million, which was bifurcated into two pari passu loan components (Notes A-1 and A-2). The Poughkeepsie Galleria Loan, but not the related pari passu Note A-1, will be contributed to the UBS 2012-C1 Trust. The related pari passu Note A-1 was previously contributed to the UBSC 2011-C1 Trust.
For total debt of $176.0 million. Principal is split pro rata between the pari passu A-1 note, the pari passu A-2 note and the mezzanine loan described herein.
See “Current Mezzanine or Subordinate Indebtedness” herein.
Defeasance shall be permitted on the date that is two years after the closing date for the UBS 2012-C1 securitization.
See “Initial Reserves” and “Ongoing Reserves” herein.
Cut-off Date Balance / Sq. Ft.:
$223
 
$253
   
Balloon Balance / Sq. Ft.:
$196
 
$223
   
Cut-off Date LTV:
65.1%
 
73.9%
   
Balloon LTV:
57.3%
 
65.1%
   
Underwritten NOI DSCR:
1.35x
 
1.11x
   
Underwritten NCF DSCR:
1.29x
 
1.06x
   
Underwritten NOI Debt Yield:
10.3%
 
9.1%
   
(6)
Throughout this free writing prospectus, unless otherwise stated, the numerical and statistical information related to the loan-to-value ratios, debt yields, and balances per sq. ft. includes the pari passu A-2 note (which note is included in the Trust) and the pari passu companion A-1 note (which note is not included in the Trust). For purposes of calculating debt service coverage ratios, the annual debt service is based on the aggregate principal and interest payments due during the first 12 months after the cut-off date on the pari passu A-2 note (which note is included in the Trust) and the pari passu companion A-1 note (which note is not included in the Trust).
Underwritten NCF Debt Yield:
9.8%
 
8.6%
   
       
       
(7)
Total Debt includes the mezzanine loan described under “Current Mezzanine or Subordinate Indebtedness” herein. The mezzanine loan has an interest rate of 11.2500% and is coterminous with the Poughkeepsie Galleria Loan.
       
(8)
Historical Occupancy shown in the table above is based on historical operating statements and occupancy percentages provided by the Borrower, inclusive of anchor-owned space.
       
(9)
Historical Annual Rent Per Sq. Ft. shown in the table above is based on historical operating statements and occupancy percentages provided by the Borrower for leasable area that is collateral for the Poughkeepsie Galleria Loan Combination.
 
 
 
 
 
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-177354) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing entity and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor or UBS Securities LLC, any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-877-713-1030.
 
 
17

 
 
 
2001 South Road
Poughkeepsie, NY 12601
Collateral Asset Summary
Poughkeepsie Galleria
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$84,872,577
65.1%
1.29x
10.3%
 
Anchor and Major Tenant Summary
Non-Collateral
Anchor Tenants
Ratings 
(Fitch/Moody’s/S&P)(1)
Total
Sq. Ft.
% of 
Sq. Ft.(2)
U/W Annual
Base Rent Per
Sq. Ft.(3)
% of Owned U/W Base
Rent(3) (4)
Lease 
Expiration
T-12
7/31/2011
Total Sales (000s)
Sales
Per Sq.
Ft.(5)
Occupancy
Cost 
(% of Sales)(5) (6)
Macy’s
BBB-/Baa3/BBB-
161,789
13.4%
NAP
NAP
NAP
$45,900
$284
NAP
Sears
CCC/B3/CCC+
144,944
12.0%
NAP
NAP
NAP
$27,000
$186
NAP
Target
A-/A2/A+
126,000
10.4%
NAP
NAP
NAP
$41,000
$325
NAP
Best Buy
BBB-/Baa2/BBB-
50,870
4.2%
NAP
NAP
NAP
$45,000
$885
NAP
Old Navy
NR/NR/NR
19,996
1.7%
NAP
NAP
NAP
$5,074
$254
NAP
H&M(7) (8) (9)
NR/NR/NR
11,133
0.9%
NAP
NAP
NAP
$2,004
$180
NAP
Subtotal
 
514,732
42.7%
     
$165,977
$322
 
                   
Anchor Tenants
                 
JCPenney(10)
BB+/NR/BB
179,953
14.9%
$4.12
    5.1%
8/31/2017
$21,845
$121
   5.6%
Dick’s Sporting
Goods(11) (12)
NR/NR/NR
53,775
4.5%
$6.50
    2.4%
2/28/2018
$14,251
$265
   5.8%
Subtotal
 
233,728
19.4%
$4.67
    7.5%
 
$36,096
$154
   5.7%
                   
Movie Theater
                 
Regal-Galleria
16(13) (14) (15)
B+/B1/B+
70,703
5.9%
$15.92
    7.8%
12/31/2025
$7,832
$111
   20.4%
                   
Major In-Line Tenants
                 
DSW Shoe
Warehouse(16)
NR/NR/NR
25,564
2.1%
$13.19
    2.3%
9/30/2014
$4,935
$193
   12.2%
Finish Line
NR/NR/NR
15,001
1.2%
$25.03
    2.6%
1/31/2012
$4,673
$311
   11.1%
Forever 21
NR/NR/NR
12,000
1.0%
$25.30
    2.1%
1/31/2018
$3,767
$314
   17.1%
Subtotal
 
52,565
4.4%
$19.33
    7.0%
 
$13,374
$254
   13.2%
                   
Other(17)
Various
248,954
20.6%
$45.28
   77.7%
Various
 
$356
   17.4%
Vacant
NAP
85,375
7.1%
NAP
NAP
NAP
 
NAP
NAP
Total/Wtd. Avg.(18)
 
1,206,057
100.0%
$23.94
100.0%
   
NAP
NAP
(1) Certain ratings are those of the parent company whether or not the parent company guarantees the lease.
(2) % of Sq. Ft. is based on total mall sq. ft. of 1,206,057, inclusive of non-owned anchor tenants.
(3) U/W Annual Base Rent Per Sq. Ft. and % of Owned U/W Base Rent include contractual rent steps through June 30, 2012 as well as percentage in lieu rent that was calculated based on T-12 7/31/2011 sales.
(4) % of Owned U/W Base Rent is based on total occupied underwritten base rent and excludes any gross up of vacant space.
(5) Sales Per Sq. Ft. and Occupancy Cost (% of Sales) are based on T-12 7/31/2011 total sales figures.
(6) Occupancy Cost (% of Sales) is calculated as the sum of (i) underwritten base rent, inclusive of percentage in lieu rent that was calculated based on T-12 7/31/2011 total sales and contractual rent steps through June 30, 2012 and (ii) the tenant-by-tenant expense recoveries per the rent roll dated October 1, 2011 but excluding tenant energy costs, all divided by the T-12 7/31/2011 Total Sales.
(7) Of H&M’s total occupied sq. ft. of 20,101, only 8,968 sq. ft. serves as collateral for the Poughkeepsie Galleria Mall Loan.
(8) H&M has the right to terminate its lease if (i) sales do not exceed $250 per sq. ft. during the period from the 37th through the 48th months of the lease term, (ii) after the fourth year of the lease term, for a period of more than one year either (a) less than 80% of the non-anchor tenants’ gross leasable area at the shopping center is open for business or (b) fewer than 4 anchor stores comprising at least 50,000 square feet each (excluding Macy’s) are open for business, or (iii) after the fifth year of the term, if Macy’s is not operating for a period of 12 months and the tenant’s gross receipts decline by 5% or more.
(9) H&M has two, five-year extension options with respect to the 8,968 collateral sq. ft.
(10) JCPenney has five, five-year extension options.
(11) Dick’s Sporting Goods has the right to go dark at any time upon notice to the Borrower, in which event the Borrower will have the right to recapture the premises demised under the Dick’s Sporting Goods lease.
(12) Provided certain conditions are satisfied. Dick’s Sporting Goods has three, five-year extension options.
(13) Regal-Galleria 16 has the right to terminate its lease and receive a partial reimbursement of the cost of its initial tenant improvements if at least 70% of the shopping center is not open for business for a period of more than 12 months during any 24 month period.
(14) Regal-Galleria 16’s T-12 7/31/2011 sales equate to $489,518 on a per-screen basis.
(15)  Regal-Galleria 16 has three, five-year extension options.
(16)  If DSW Shoe Warehouse’s sales do not exceed a specified threshold during the period from March 1, 2011 through February 28, 2012, either the tenant or the Borrower will have the right to terminate the lease within 120 days following February 28, 2012.
(17)  Other Sales Per Sq. Ft. and Occupancy Cost (% of Sales) include only tenants less than or equal to 10,000 sq. ft. that reported both T-12 7/31/2011 sales and 2010 sales (excluding kiosks, ATM tenants, and other non-mall-shop tenants).
(18)  Weighted Average U/W Annual Base Rent Per Sq. Ft. is based on total occupied collateral sq. ft. of 605,950.

 
 
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-177354) for the offering to which this communication relates.  Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing entity and this offering.  You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov.  Alternatively, the depositor or UBS Securities LLC, any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-877-713-1030.
 
 
18

 
 
2001 South Road
Poughkeepsie, NY 12601
Collateral Asset Summary
Poughkeepsie Galleria
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$84,872,577
65.1%
1.29x
10.3%
 
The Loan. The Poughkeepsie Galleria loan combination (the “Poughkeepsie Galleria Loan Combination”) is a $155.0 million ($224 per collateral sq. ft.), fixed rate loan secured by the Borrower’s fee simple interest in 691,325 sq. ft. (the “Poughkeepsie Galleria Collateral”) of a 1,206,057 sq ft. regional mall located at 2001 South Road, Poughkeepsie, New York (the “Poughkeepsie Galleria Property”). The Poughkeepsie Galleria Collateral includes all mall shops, JCPenney, Regal-Galleria 16, Dick’s Sporting Goods and reciprocal easement agreements with each of the non-collateral tenants. Tenants at the Poughkeepsie Galleria Property that are not included in the Poughkeepsie Galleria Collateral are anchors Macy’s, Sears, Target, and Best Buy and major tenants Old Navy and a portion of the H&M space. The $155.0 million first mortgage loan has a 10-year term.  The Poughkeepsie Galleria Loan Combination accrues interest at a fixed rate equal to 6.6115%. The Poughkeepsie Galleria Loan Combination was bifurcated into two pari passu loan components (Note A-1 in the original amount of $69.75 million and Note A-2 in the original amount of $85.25 million).  The Poughkeepsie Galleria Note A-2 (the “Poughkeepsie Galleria Loan”), but not the related pari passu Note A-1, will be contributed to the UBS 2012-C1 Trust.  The total debt of $176.0 million, inclusive of the Poughkeepsie Galleria Loan Combination and the $21.0 million mezzanine loan described herein, amortizes on a 30-year schedule. Principal is then split pro rata between the pari passu Note A-1, the pari passu Note A-2 and the mezzanine loan described herein.  Loan proceeds, along with a mezzanine loan in the original amount of $21.0 million (see “Current Mezzanine or Subordinate Indebtedness” herein) and an additional equity contribution from the borrower of approximately $1.3 million, were used to retire existing debt of approximately $173.4 million, pay closing costs and fees of approximately $1.9 million, and fund upfront reserves of $3.3 million. Based on the appraised value of $237.0 million as of October 17, 2011, the cut-off date LTV for the Poughkeepsie Galleria Loan is 65.1%.  The Poughkeepsie Galleria Note A-1 was previously contributed to the UBSC 2011-C1 trust.  The most recent prior financing of the Poughkeepsie Galleria Property was included in the COMM 2007-FL14 securitization.
 
The Borrower / Sponsor. The borrower, Poughkeepsie Galleria LLC (the “Borrower”), is a single purpose Delaware limited liability company structured to be bankruptcy-remote with two independent directors in its organizational structure. The Borrower is an affiliate of the Pyramid Companies (‘‘Pyramid’’) formed in 1970 by Robert J. Congel. Pyramid, based in Syracuse, NY, refers not to a specific company but rather a group of affiliated partnerships involved in shopping center construction and management.  Pyramid developed and owns 13 shopping centers in New York and 4 shopping centers in Massachusetts, totaling more than 17.2 million sq. ft.  Pyramid has more than 5.4 million sq. ft. of expansion under development; currently, the portfolio generates approximately $4 billion in annual sales. The Pyramid Companies are functionally organized into three critical areas: development, leasing and management. The majority of Pyramid-owned properties, including the Poughkeepsie Galleria Property, are managed by an affiliate, Pyramid Management Group, LLC.
 
The non-recourse carveout guarantor for the Poughkeepsie Galleria Loan is Poughkeepsie Galleria Company (the “Sponsor”), a New York general partnership. The Sponsor is collectively owned by Moselle Associates (75.0% total ownership interest), Bruce A. Kenan Living Trust (10.8% total ownership interest), Quarry Enterprises, LLC (3.2% total ownership interest), Bruce A. Kenan (5.3% total ownership interest), Three J’s Family Trust (5.2% total ownership interest) and Robert J. Congel (0.5% total ownership interest). Moselle Associates, the Sponsor’s majority stakeholder, is itself owned by Robert J. Congel and related family trusts.
 
The Property. The Poughkeepsie Galleria Property consists of an enclosed, two-level regional mall located in Poughkeepsie, New York, approximately 70 miles north of New York City.  The Poughkeepsie Galleria Property is nearly twice the size of the next largest retail center in Dutchess County and represents the area’s dominant shopping mall, attracting visitors from across the Hudson and east into Connecticut. Anchors at the Poughkeepsie Galleria Property include Sears, Macy’s, Target, and Best Buy (none of which are included in the Poughkeepsie Galleria Collateral) as well as JCPenney, Regal-Galleria 16 and Dick’s Sporting Goods (all included in Poughkeepsie Galleria Collateral). Major tenants include Old Navy (which is not included in the Poughkeepsie Galleria Collateral) and H&M (of which only 8,968 sq. ft. of the space occupied by H&M is included in the Poughkeepsie Galleria Collateral) as well as DSW Shoe Warehouse, Forever 21 and Finish Line (all included in the Poughkeepsie Galleria Collateral).  An adjacent Lowe’s Hardware also shadow anchors the Poughkeepsie Galleria Property. The Poughkeepsie Galleria Collateral was 87.7% occupied as of the rent roll dated October 1, 2011 and the Poughkeepsie Galleria Property was 92.9% occupied as of the same date.  The Poughkeepsie Galleria Collateral has exhibited strong historical occupancy over the past four years.
 
The Poughkeepsie Galleria Property originally opened in 1987 and underwent expansions in 1998, 2004, and 2007. The Poughkeepsie Galleria Property has benefited from consistent capital expenditures totaling approximately $7 million from 2008 to 2010, averaging $2.3 million per year. The 2011 capital expenditure budget is $1.2 million. The Borrower reports a total cost basis of $101 million before accumulated depreciation, and $38.7 million after depreciation. The Borrower’s five year budget (2011-2015) has allocated $9.3 million for capital expenditures.
 
The Poughkeepsie Galleria Property is located on US Route 9, which is the longest north-south highway in New York, and is situated just north of I-84. North-south access is also available from I-87 to the west of the Poughkeepsie Galleria Property. The Poughkeepsie Galleria Property enjoys significant demand generated by the large local student population from multiple colleges in the area.  Aggregate average daily traffic by the Poughkeepsie Galleria Property is approximately 65,000 cars. The Poughkeepsie Galleria Property’s trade area reportedly includes approximately 550,000 people (within a 20 mile radius as of 2010).  The Poughkeepsie
 
 
 
 
 
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-177354) for the offering to which this communication relates.  Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing entity and this offering.  You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov.  Alternatively, the depositor or UBS Securities LLC, any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-877-713-1030.
 
 
19

 
 
2001 South Road
Poughkeepsie, NY 12601
Collateral Asset Summary
Poughkeepsie Galleria
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$84,872,577
65.1%
1.29x
10.3%
  
Galleria Property benefits from favorable surrounding demographics, as evidenced by the presence of multiple institutions of higher education and above average household income levels.
 
The chart below details the Poughkeepsie Galleria Property’s tenancy by general type.
 
Poughkeepsie Galleria Tenant Type Summary
 
Tenant Type
Total
Sq. Ft.
% of Owned
Sq. Ft.
U/W Annual
Base Rent
Per Sq. Ft.(1)
% of Total
U/W Base
Rent(1) (2)
Average
Remaining
Lease Term
(Yrs)
T-12
7/31/2011
Sales
 Per Sq. Ft.
Occupancy
Cost %(3)
 
Anchor Tenants (non-collateral)
 514,732
  NAP
        NAP
NAP
NAP
$322
NAV
 
Anchor Tenants
 233,728
 33.8%
       $4.67
   7.5%
 5.9
$154
5.7%
 
Movie Theater
   70,703
  10.2
       15.92
   7.8
14.1
$111
20.4%
 
Major In-Line
   52,565
   7.6
       19.33
   7.0
 2.8
$254
13.2%
 
ATM
         30
   0.0
  2,994.75
    0.6
 2.4
NAP
NAP
 
In-Line / Food Court – Comp
 225,513
 32.6
       42.32
  65.8
 4.6
$356
17.4%
 
In-Line / Food Court – Non-comp
   21,999
  3.2
       38.09
    5.8
 9.7
NAP
NAP
 
Kiosk / Other
    1,408
  0.2
     476.60
    4.6
 1.7
NAP
NAP
 
Telecom
          4
  0.0
32,507.09
    0.9
 2.4
NAP
NAP
 
Vacant
  85,375
 12.3
         NAP
   NAP
NAP
NAP
NAP
 
Total / Wtd. Avg.(4)(5)
691,325
100.0%
    $20.98
100.0%
       
(1)  U/W Annual Base Rent Per Sq. Ft. and % of Total U/W Base Rent include contractual rent steps through June 30, 2012 and percentage in lieu rent that was calculated based on T-12 7/31/2011 sales.
(2)  % of Total U/W Base Rent is based on the underwritten occupied base rent and underwritten occupied sq. ft., and excludes any gross up of vacant space.
(3)  Occupancy Cost (% of Sales) is calculated as the sum of (i) underwritten base rent, inclusive of percentage in lieu rent that was calculated based on T-12 7/31/2011 Total Sales and contractual rent steps through June 30, 2012 and (ii) the tenant-by-tenant expense recoveries per the rent roll dated October 1, 2011 but excluding tenant energy costs, all divided by the T-12 7/31/2011 Total Sales.
(4)  Total U/W Annual Base Rent Per Sq. Ft. is based on the underwritten occupied base rent and underwritten occupied sq. ft., and excludes any gross up of vacant space.
(5)  Total Sq. Ft. excludes non-collateral tenants.
 
The Market.  The Poughkeepsie Galleria Property is located on the west side of South Road (US Route 9) at the intersection of Old Post Road in the southern end of the City of Poughkeepsie, Dutchess County, New York.  The Poughkeepsie Galleria Property is considered a suburban location and is located approximately 70 miles north of New York City.  The nearest cities include: Wappinger’s Falls located two miles to the south, Fishkill located six miles to the north, and Hopewell Junction located 6.5 miles to the southeast.  Downtown Poughkeepsie is approximately five miles north of the Poughkeepsie Galleria Property.  Primary access to the Poughkeepsie Galleria Property is via US Route 9, which is the primary north/south thoroughfare and intersects with Interstate 84 six miles south of the Poughkeepsie Galleria Property.  Interstate 84 provides regional access to the east and west, while the Taconic Parkway, located seven miles east of the Poughkeepsie Galleria Property, provides regional access to the north and south.  Aggregate daily traffic counts by the Poughkeepsie Galleria Property are approximately 65,000 vehicles per day.
 
The area surrounding the Poughkeepsie Galleria Property consists of retail and service-oriented establishments along South Road / US Route 9, the primary north/south directed thoroughfare, and single family residential along the side streets.  The Shoppes At South Hills is a K-Mart anchored shopping center adjacent south of the Poughkeepsie Galleria Property on Route 9.  Other tenants at the center include Bob’s Discount Furniture, Burlington Coat Factory, Christmas Tree Shops, Hobby Lobby, and Shop Rite.
 
The Poughkeepsie Galleria Property is located in the Poughkeepsie-Newburgh-Middletown Metropolitan Statistical Area (the “Poughkeepsie MSA”) with a 2010 estimated population of approximately 678,000 residents.  Between 2000 and 2010, the Poughkeepsie MSA population expanded annually by 0.88%, compared to 0.30% for the entire state over the same period.  Population growth in the Poughkeepsie MSA is projected to be 0.58% annually through 2015. The Poughkeepsie Galleria Property’s trade area within a 10-, 15- and 20-mile radius also experienced positive annual population growth over the past decade at 0.46%, 0.56% and 0.58%, respectively.  Through 2015, the population within a 10-, 15- and 20-mile radius is expected to continue to grow modestly at 0.22%, 0.33% and 0.35% annually, respectively.
 
Average household income for 2010 in the 10 and 15 mile radii equaled $82,871 and $82,691, respectively, above the State of New York average of $79,157. From 2000 to 2010, average household income in the aforementioned radii increased annually 2.86% and 2.81%, respectively. Looking forward, this growth rate is forecasted to continue. Claritas predicts annual growth rates of 2.16% (10 mile radius) and 2.13% (15 mile radius) from 2010 to 2015. During this same time period, average household income for the United
 
 
 
 
 
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-177354) for the offering to which this communication relates.  Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing entity and this offering.  You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov.  Alternatively, the depositor or UBS Securities LLC, any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-877-713-1030.
 
 
20

 
 
2001 South Road
Poughkeepsie, NY 12601
Collateral Asset Summary
Poughkeepsie Galleria
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$84,872,577
65.1%
1.29x
10.3%
  
States as a whole is forecasted to grow annually at 1.74%. It should be noted that in the Poughkeepsie Galleria Property’s 10-mile radius, approximately 29% of the population has an average household income of $100,000 or greater.
 
Overall, there is minimal competition to the Poughkeepsie Galleria Property given the quality of the tenancy and distance to truly competitive retailers.  Further, there are no other regional malls or competitive retail centers of a similar size or tenant mix located within the primary trade area of 10 miles.
 
The chart below details the Poughkeepsie Galleria Property’s competitive set.
 
Competitive Property Summary(1)
Property
Owner
Built /
Renovated
Total
GLA
 
Anchor Tenants
Occupancy %(2)
Proximity
(miles)
Poughkeepsie Galleria Property
 Poughkeepsie
Galleria LLC
1987/NAP
1,206,057
 
JCPenney, Macy’s, Sears,
Target
 
93%
Subject
The Shoppes at South Hills
Vornado Realty
Trust
1977 / 2008
531,025
 
Ashley Furniture, Bob’s Discount Furniture, Burlington Coat Factory, Christmas Tree Shop, Hobby Lobby, Kmart, Pet Goods, ShopRite
75%
Adjacent
Hudson Valley Mall
CBL
1981/1996/
2000
765,522
 
Best Buy, Cinema, Dick’s Sorting Goods, JCPenney
Macy’s, Sears, Target
 
79%
30.0
Galleria at Crystal Run
Pyramid
1992/1994
1,093,689
 
Cinema, Dick’s Sporting Goods DSW Shoe, FYE, H&M, JCPenney, Macy’s, Sears, Target
 
81%
45.0
Danbury Fair Mall
Macerich
1986/1991/
2007
 
1,287,786
 
JCPenney, Lord & Taylor, Macy’s, Sears
96%
41.0
Palisades Center
Pyramid
1998
2,217,322
 
Bed, Bath & Beyond, Best Buy,
BJ’s, Burlington Coat Factory, Cinema, Home Depot, JCPenney, Lord & Taylor, Macy’s
Sports Authority, Target
89%
60.0
(1)
Source: Appraisal
(2)
Based on total mall GLA including any non-owned anchors.
 
The Poughkeepsie Galleria Property is an enclosed center serving the Poughkeepsie market and has been the catalyst for significant retail development along Route 9. In terms of regional mall competition, the Poughkeepsie Galleria Property is surrounded by several dominant regional malls including Palisades Center, Hudson Valley Mall, Danbury Fair Mall and Galleria at Crystal Run. However, each of these centers is located at least 30 miles from the Poughkeepsie Galleria Property and serves distinctly different trade areas. There are also several smaller regional malls in the area including Newburgh Mall and Jefferson Valley Mall; however, these centers do not have the critical mass to effectively compete with the Poughkeepsie Galleria Property. The Shoppes at South Hills is a power center with a tenant mix that compliments the tenants at the Poughkeepsie Galleria Property.
 
 
 
 
 
 
 
 
 
 
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-177354) for the offering to which this communication relates.  Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing entity and this offering.  You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov.  Alternatively, the depositor or UBS Securities LLC, any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-877-713-1030.
 
 
21

 
 
2001 South Road
Poughkeepsie, NY 12601
Collateral Asset Summary
Poughkeepsie Galleria
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$84,872,577
65.1%
1.29x
10.3%
 
Cash Flow Analysis.
 
Cash Flow Analysis
 
 
12/31/2009      
12/31/2010          
T-12 8/31/2011    
U/W          
U/W Per Sq. Ft.(1)
 
Base Rent(2)
$13,799,754
$13,942,941
$13,326,263
$14,505,159
$20.98
 
Gross Potential Rent
$13,799,754
$13,942,941
$13,326,263
$14,505,159
$20.98
 
Total Recoveries
8,837,943
8,742,031
8,863,005
8,833,724
12.78
 
Total Other Income(3)
2,050,192
2,121,056
2,275,428
2,030,333
2.94
 
Effective Gross Income
$24,687,889
$24,806,027
$24,464,695
$25,369,215
$36.70
 
Total Operating Expenses
9,371,969
9,782,866
9,801,572
9,491,957
13.73
 
Net Operating Income
$15,315,920
$15,023,161
$14,663,123
$15,877,259
$22.97
 
TI/LC
0
0
0
593,596
0.86
 
Capital Expenditures
0
0
0
138,265
0.20
 
Net Cash Flow
$15,315,920
$15,023,161
$14,663,123
$15,145,398
$21.91
 
(1)
U/W Per Sq. Ft. based on collateral square footage of 691,325.
(2)
Historical Base Rent includes Rent Concessions. Underwritten Base Rent includes $240,994 of rent steps.
(3)
Total Other Income includes percentage rent, specialty leasing, other rental income and other non-rental income.
 
Anchor Tenants Historical Sales Per Sq. Ft.(1)
Tenant
2009
2010
T-12
7/31/2011
JCPenney
$122
$121
$121
Dick’s Sporting Goods
$262
$269
$265
Regal-Galleria 16(2)
$117
$116
$111
(1)  Historical Sales Per Sq. Ft. shown in the table above is based on historical operating statements provided by the Borrower.
(2) Historical Sales for Regal-Galleria 16 equate to $515,590 per screen, $513,688 per screen, and $489,518 per screen in 2009, 2010, and the T-12 7/31/2011, respectively.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-177354) for the offering to which this communication relates.  Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing entity and this offering.  You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov.  Alternatively, the depositor or UBS Securities LLC, any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-877-713-1030.
 
 
22

 
 
2001 South Road
Poughkeepsie, NY 12601
Collateral Asset Summary
Poughkeepsie Galleria
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$84,872,577
65.1%
1.29x
10.3%
 
Property Management. The Poughkeepsie Galleria Collateral is managed by Pyramid Management Group, LLC, an affiliate of the Borrower.
 
Lockbox / Cash Management.    The Poughkeepsie Galleria Loan is structured with a hard lockbox and in place cash management.  All excess cash will be swept into a lender controlled account upon the occurrence of one of the following events: (i) an event of default by the Borrower, (ii) the occurrence of certain bankruptcy events relating to the Borrower, Sponsor or property manager, (iii) the DSCR falls below 1.05x, or (iv) the funds on deposit in the TI/LC reserve are less than a specified cap, which initially is $2,000,000 and is subject to reduction on or after the monthly payment date in March 2018 to $1,000,000 upon the occurrence of certain conditions identified in the loan documents, including the re-leasing of the JCPenney space. If an event of default exists under the mezzanine loan during a period when cash is not swept under the Poughkeepsie Galleria Loan, excess cash shall be transferred to the mezzanine lender to be held and applied in accordance with the terms of the mezzanine loan documents.
 
Initial Reserves.    At closing, the borrower deposited (i) $1,281,975 into the tax reserve account, (ii) $51,439 into the insurance reserve account, and (iii) $2,000,000 into the TI/LC reserve account.
 
Ongoing Reserves.    On a monthly basis, the borrower is currently required to deposit reserves of (i) $320,494 into a tax reserve account, (ii) $17,146 into an insurance reserve account, and (iii) $11,522 into the capital expenditure/replacement reserve account.
 
In the event that the funds on deposit in the TI/LC reserve are less than a specified cap (initially $2,000,000, which is subject to reduction on or after the monthly payment date in March 2018 to $1,000,000 upon the occurrence of certain conditions identified in the loan documents, including the re-leasing of the JCPenney space), the Borrower will be required to deposit 100% of all excess cash flow into the TI/LC reserve until the specified cap has been met.
 
In the event JCPenney elects not to renew its lease, “goes dark” or vacates a material portion of its premises, the Borrower will be required to deposit 100% of excess cash flow into a reserve account relating to the JCPenney lease until the occurrence of certain conditions identified in the loan documents relating to the re-leasing of the JCPenney space.
 
Current Mezzanine or Subordinate Indebtedness.    In conjunction with the Poughkeepsie Galleria Loan Combination, there is a mezzanine loan in the original amount of $21.0 million secured by a pledge of the equity interests in the Borrower. The Poughkeepsie Galleria Loan Combination and the mezzanine loan were funded separately.  The mezzanine loan accrues interest at a rate of 11.2500%, amortizes based on its pro-rata share of the principal from the aggregate debt service payment on the total debt, inclusive of the Poughkeepsie Galleria Loan Combination and the mezzanine loan, and is co-terminus with the Poughkeepsie Galleria Loan.
 
Future Mezzanine or Subordinate Indebtedness Permitted.    None permitted.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-177354) for the offering to which this communication relates.  Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing entity and this offering.  You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov.  Alternatively, the depositor or UBS Securities LLC, any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-877-713-1030.
 
 
23

 
 
221-225 Trumbull Street
Hartford, CT 06103
Collateral Asset Summary
Hartford 21
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$75,000,000
TBD
TBD
TBD
                     
   Mortgage Loan Information       Property Information  
 
Loan Seller:
UBSRES
     
Single Asset / Portfolio:
Single Asset
 
 
Loan Purpose:
Refinance
     
Property Type(1):
Multifamily - Conventional
 
 
Sponsor:
TBD
     
Collateral:
Leasehold
 
 
Borrower:
Northland Tower Block, LLC;
     
Location:
Hartford, CT
 
 
Northland Trumbull Block, LLC
     
Year Built / Renovated:
2006 / NAP
 
 
Original Balance:
$75,000,000
     
Total Units(1):
262
 
 
Cut-off Date Balance:
$75,000,000
     
Property Management:
Northland Investment Corporation
 
 
% by Initial UPB:
TBD
     
Underwritten NOI:
TBD
 
 
Interest Rate:
TBD
     
Underwritten NCF:
TBD
 
 
Payment Date:
6th of each month
     
Appraised Value:
TBD
 
 
First Payment Date:
May 6, 2012
     
Appraisal Date:
TBD
 
 
Maturity Date:
April 6, 2022
           
 
Amortization:
Interest only for 24 months;
     
Historical NOI
 
 
360 months thereafter
     
Most Recent NOI:
TBD
 
 
Additional Debt:
None
     
2nd Most Recent NOI:
TBD
 
 
Call Protection:
L(25), D(91), O(4)
     
3rd Most Recent NOI:
TBD
 
 
Lockbox / Cash Management:
Springing Soft / Springing
           
           
Historical Occupancy
 
 
Reserves
     
Most Recent Occupancy:
92% (February 2012)
 
   
Initial
Monthly   
   
2nd Most Recent Occupancy:
89% (February 2011)
 
 
Taxes:
TBD
TBD
     
3rd Most Recent Occupancy:
89% (February 2010)
 
 
Insurance:
TBD
TBD
     
(1)
The collateral for the Hartford 21 Loan also includes 106,530 sq. ft. of office space, 57,139 sq. ft. of retail space, and two parking garages containing a total of 818 parking spaces.
 
Replacement:
TBD
TBD
     
 
Other:
TBD
TBD
     
             
  Financial Information        
 
Cut-off Date Balance / Room:
TBD
       
 
Balloon Balance / Room:
TBD
       
 
Cut-off Date LTV:
TBD
       
 
Balloon LTV:
TBD
       
 
Underwritten NOI DSCR:
TBD
       
 
Underwritten NCF DSCR:
TBD
       
 
Underwritten NOI Debt Yield:
TBD
       
 
Underwritten NCF Debt Yield:
TBD
       
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-177354) for the offering to which this communication relates.  Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing entity and this offering.  You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov.  Alternatively, the depositor or UBS Securities LLC, any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-877-713-1030.
 
 
24

 
 
221-225 Trumbull Street
Hartford, CT 06103
Collateral Asset Summary
Hartford 21
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$75,000,000
TBD
TBD
TBD
 
The Loan.    The Hartford 21 loan (the “Hartford 21 Loan”) is anticipated to be a $75,000,000 fixed-rate loan secured by the borrower’s leasehold interest in a 262-unit, 36-story multifamily tower (with additional office and retail space and two parking garages) located at 221-225 Trumbull Street in the CBD of Hartford, Connecticut (the “Hartford 21 Property”).  The $75.0 million first mortgage loan is anticipated to have a 10-year term and to amortize on a 30-year schedule following an initial interest-only period of 24 months.  Loan proceeds are intended to be used to refinance existing debt of approximately $71.5 million, fund up-front reserves, including in the amount of 100% of any outstanding landlord TI/LC or free rent obligations in relation to certain commercial leases, and return any remainder to the borrower.
 
The Borrower / Sponsor.    Northland Tower Block, LLC and Northland Trumbull Block, LLC (individually and collectively, the “Borrower”) are each a single purpose limited liability company structured to be bankruptcy remote, and each will be required to have at least two independent directors in its organizational structure.  The two entities are tenants in common and both are owned by Northland Two Pillars LLC, a Delaware LLC.  The Class A Member of this entity is Northland Two Pillars Investors Limited Partnership (37.67% share), and the Class A-2 Members are Northland Investment Corporation Northland Fund LP and certain other third party investors and current or former employees, none of which owns more than 10% of Northland Two Pillars, LLC.  There are also Class B, C and D Members, and the Connecticut Development Authority owns 50.27% of these subordinate classes in the aggregate.  The 1% general partner of the Class A Member is Northland Two Pillars Partners Limited Partnership, and the limited partners include Northland Investment Corporation (the “Sponsor”, 57.72%), Aetna Life Insurance Company (14.09%), and several other Northland entities as well as several senior Northland employees.  Lawrence Gottesdiener, the chairman of Northland Investment Corp, is the largest individual owner in the Borrower, with over 10% indirect ownership interest through ownership interests in several of the entities described above.  No other individual owns a 10% or greater direct or indirect interest in the Borrower.
 
The Sponsor will also be the non-recourse carveout guarantor for the Hartford 21 Loan.  The Sponsor was founded in 1970 and is a fully integrated real estate investment and development firm with a reported portfolio of over 18 million sq. ft. of space and assets under management exceeding $2.0 billion, with a particular focus on the U.S. multifamily sector.  Northland Investment Corporation developed the Hartford 21 Property in 2006 at a reported cost of $147.3 million and has since reportedly received $15.7 million of additional capital contributions from other sources, bringing the reported total investment in the Hartford 21 Property to $163.0 million.
 
The Sponsor reported total assets of $149.5 million as of December 31, 2011 with current assets of $2,304,043 (1.5% of total assets) and stockholders equity of $123.0.  The majority of the Sponsor’s assets were in the form of investments in partnerships, LLC’s and subsidiaries ($114.6 million or 76% of total assets).  For the year ending December 31, 2011, the Sponsor reported total revenues of $22.4 million and a net cash flow from operations of $9.35 million. The Sponsor's liability under the non-recourse carveout guaranty will be limited to $50.0 million.
 
The Property.    The Hartford 21 Property consists of a Class A 36-story multifamily tower along with 57,139 sq. ft. of retail space, 106,530 sq. ft. of office space and two parking garages containing a combined 818 parking spaces located on Trumbull and Asylum Streets, which together form the eastern and southern boundaries of the XL Center, Hartford’s downtown sports and entertainment venue.  One of the parking garages, containing 438 spaces, is primarily used by the residential tenants and the other, containing 380 spaces, is primarily used by the commercial tenants and visitors.  The Hartford 21 Property represents the redevelopment of the former Hartford Civic Center Mall, with the residential tower being newly constructed in 2006 in combination with a gut renovation of the former three-story mall into the current configuration of retail and office space.  As of February, 2012 the residential tower was 92% occupied, the office space was 66% occupied and the retail space was 32% occupied.  These occupancies represent increases of 3%, 31% and 6%, respectively as compared to the occupancies as of February, 2011 of 89%, 35%, and 26%, respectively.
 
Property Description
Component
# of Units / Sq. Ft.
Occupancy as of
2/2010
Occupancy as
of 2/2011
Occupancy as of
2/2012
Approx %
of UW
Base Rent
Residential
262
89%
89%
92%
60%
Office
106,530
35%
35%
66%
15%
Retail
57,139
11%
26%
32%
5%
Parking
818
NAV
NAV
NAV
20%
 
 
 
 
 
 
 
 
 
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-177354) for the offering to which this communication relates.  Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing entity and this offering.  You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov.  Alternatively, the depositor or UBS Securities LLC, any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-877-713-1030.
 
 
25

 
 
221-225 Trumbull Street
Hartford, CT 06103
Collateral Asset Summary
Hartford 21
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$75,000,000
TBD
TBD
TBD
 
The Market.     The Hartford 21 Property is located in the CBD of Hartford, Connecticut.
 
Residential Market
 
According to the appraiser, the Hartford area apartment market contained 36,813 rental units in 294 buildings as of the end of 2011.  Overall vacancy was 3.3%, a decrease of 1.4% from the year end 2010 vacancy rate of 4.7%, with an average asking rent of $1,001 per unit.  The City of Hartford submarket contained 4,841 rental units in 47 buildings, with an average vacancy rate of 3.6%, a decrease of 1.5% from the year end 2010 vacancy rate of 5.1%, and an average asking rent of $860 per unit per month.  The occupancy of the residential portion of the Hartford 21 Property increased from 89% as of February, 2011 to 92% as of February, 2012.
 
Office Market
 
According to the appraiser, the Hartford County office market contained approximately 25.7 million sq. ft. of office space as of the end of 2011.  The overall Hartford County office market had a vacancy rate of 20.1%, a decrease of 1.6% from year end 2010 vacancy of 21.7%.  The Hartford 21 Property is located in the Hartford CBD submarket, which had a total inventory of 7.9 million sq. ft.  Approximately 6.2 million sq. ft. of the total submarket inventory was considered to be Class A, contained within 15 buildings.  The Hartford CBD submarket had a vacancy rate of 26.5%, an increase of 0.6% from the year end 2010 vacancy of 25.9%.  Class A space in the submarket was 24.8% vacant as of the end of 2011, an increase of 0.7% from the year end 2010 vacancy of 24.1%.  A significant amount (approximately 27%) of the total vacant space in the submarket was reportedly contained in one property that is currently 100% vacant and undergoing a renovation.  Rents in the submarket were $22.99 per sq. ft. for Class A space at the end of 2011.
 
Retail Market
 
According to the appraiser, the Hartford area retail market contained approximately 14.5 million sq. ft. of retail space as of the end of 2011.  Overall vacancy was 10.6%, comprised of an 8.6% vacancy rate within community centers and a 13.7% vacancy rate within neighborhood centers.  Overall average asking rents were $17.11 per sq. ft..  The Hartford 21 Property is located in the Central submarket of the Hartford retail market, which reported a vacancy rate of 15.8% as of the end of 2011, comprised of a vacancy rate of 13.7% within community centers and an 18.9% vacancy rate within neighborhood centers.  Overall average asking rents were $19.36 per sq. ft. in the submarket, with average asking rents of $20.16 per sq. ft. at community centers and $18.20 per sq. ft. at neighborhood centers.
 
Cash Flow Analysis.     TBD
 
Property Management.   The Hartford 21 Property will be managed by Northland Investment Corporation, a Massachusetts corporation.
 
Lockbox / Cash Management.    TBD
 
Initial Reserves.    TBD
 
Ongoing Reserves.    TBD
 
Current Mezzanine or Subordinate Indebtedness.    None.
 
Future Mezzanine or Subordinate Indebtedness Permitted.    None permitted.
 
Air Space Lease.    The Hartford 21 Property consists of the air space above a portion of the subterranean exhibition hall related to the Hartford Civic Center, along with certain other adjacent air space. The air space lease is between the Borrower and the City of Hartford and terminates on October 19, 2049, subject to certain extension options. The annual rent for the Hartford 21 Property under the air space lease is $1.00, and such rent has been fully paid for the remainder of the lease term. The air space lease contains customary mortgagee protection provisions for any mortgagee of the Borrower.
 
 
 
 
 
 
 
 
 
 
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-177354) for the offering to which this communication relates.  Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing entity and this offering.  You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov.  Alternatively, the depositor or UBS Securities LLC, any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-877-713-1030.
 
 
26

 
 
 
100 Myrtle Avenue
Brooklyn, NY 11201
Collateral Asset Summary
Two MetroTech Center
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$75,000,000
63.0%
1.41x
10.3%
             
 
Mortgage Loan Information
      Property Information
 
Loan Seller:
Barclays Bank PLC
     
Single Asset / Portfolio:
Single Asset
 
 
Loan Purpose:
Refinance
     
Property Type:
CBD Office
 
 
Sponsor:
Forest City Ratner Companies
     
Collateral:
Leasehold
 
 
Borrower:
TBD
     
Location:
Brooklyn, NY
 
 
Original Balance:
$75,000,000
     
Year Built / Renovated:
1990
 
 
Cut-off Date Balance:
$75,000,000
     
Total Sq. Ft.:
505,421
 
 
% by Initial UPB:
TBD
     
Total Collateral Sq. Ft.:
505,421
 
 
Interest Rate:
TBD
     
Property Management:
TBD
 
 
Payment Date:
TBD
     
Underwritten NOI:
TBD
 
 
First Payment Date:
TBD
     
Underwritten NCF:
TBD
 
 
Maturity Date:
TBD
     
Estimated Value:
TBD
 
 
Amortization:
360 months
     
Appraisal Date:
TBD
 
 
Additional Debt:
None
       
 
Lockbox / Cash Management:
Hard / Springing
     
Historical NOI
 
 
 
 
   
Most Recent NOI:
TBD
 
 
   
2nd Most Recent NOI:
TBD
           
3rd Most Recent NOI:
TBD
 
Reserves
       
   
Initial
Monthly
   
Historical Occupancy
 
Taxes:
TBD   
TBD
   
Most Recent Occupancy:(2)
89.3% (January, 2012)
 
Insurance:
TBD   
TBD
   
2nd Most Recent Occupancy:
NAV
 
Replacement:
TBD   
TBD
   
3rd Most Recent Occupancy:
NAV
 
TI/LC:
TBD(1 )
TBD
   
4th Most Recent Occupancy:
NAV
 
Other
TBD   
TBD
   
(1)  Any outstanding TI/LCs on new leases will be reserved upfront. This reserve is projected to be approximately $11.9 million.
 
 
   
 
Financial Information
   
(2)  Represents percentage leased. Not all tenans had taken occupancy as of the rent roll date. 
 
Cut-off Date Balance / Sq. Ft.:
 
$148.39
       
 
Balloon Balance / Sq. Ft.:
 
$122.69