FWP 1 n2301_x3-prets.htm FREE WRITING PROSPECTUS
    FREE WRITING PROSPECTUS
    FILED PURSUANT TO RULE 433
    REGISTRATION FILE NO.: 333-226486-16
     

 

 

 

 

     

 

Free Writing Prospectus

Structural and Collateral Term Sheet

$720,172,953

(Approximate Initial Pool Balance)

 

BANK 2020-BNK28

as Issuing Entity

 

Wells Fargo Commercial Mortgage Securities, Inc.

as Depositor

 

Morgan Stanley Mortgage Capital Holdings LLC

Bank of America, National Association

Wells Fargo Bank, National Association

 

as Sponsors and Mortgage Loan Sellers

 

Commercial Mortgage Pass-Through Certificates
Series 2020-BNK28

 

 

September 14, 2020

 

WELLS FARGO
SECURITIES
BofA SECURITIES

MORGAN

STANLEY

     

Co-Lead Manager and

Joint Bookrunner

Co-Lead Manager and

Joint Bookrunner

Co-Lead Manager and

Joint Bookrunner

     

Academy Securities, Inc.

Co-Manager

 

Drexel Hamilton

Co-Manager

 

 

 

 

STATEMENT REGARDING THIS FREE WRITING PROSPECTUS

 

The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (‘‘SEC’’) (SEC File No. 333-226486) 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 Web site at www.sec.gov. Alternatively, the depositor, any underwriter, or any dealer participating in the offering will arrange to send you the prospectus after filing if you request it by calling toll free 1-800-745-2063 (8 a.m. – 5 p.m. EST) or by emailing wfs.cmbs@wellsfargo.com.

 

Nothing in this document constitutes an offer of securities for sale in any jurisdiction where the offer or sale is not permitted. The information contained herein is preliminary as of the date hereof, supersedes any such information previously delivered to you and will be superseded by any such information subsequently delivered and ultimately by the final prospectus relating to the securities. These materials are subject to change, completion, supplement or amendment from time to time.

 

This free writing prospectus has been prepared by the underwriters for information purposes only and does not constitute, in whole or in part, a prospectus for the purposes of Regulation (EU) 2017/1129 (as amended) and/or Part VI of the Financial Services and Markets Act 2000, as amended, or other offering document.

 

STATEMENT REGARDING ASSUMPTIONS AS TO SECURITIES, PRICING ESTIMATES AND OTHER INFORMATION

 

The attached information contains certain tables and other statistical analyses (the “Computational Materials”) which have been prepared in reliance upon information furnished by the Mortgage Loan Sellers. Numerous assumptions were used in preparing the Computational Materials, which may or may not be reflected herein. As such, no assurance can be given as to the Computational Materials’ accuracy, appropriateness or completeness in any particular context; or as to whether the Computational Materials and/or the assumptions upon which they are based reflect present market conditions or future market performance. The Computational Materials should not be construed as either projections or predictions or as legal, tax, financial or accounting advice. You should consult your own counsel, accountant and other advisors as to the legal, tax, business, financial and related aspects of a purchase of these securities. Any weighted average lives, yields and principal payment periods shown in the Computational Materials are based on prepayment and/or loss assumptions, and changes in such prepayment and/or loss assumptions may dramatically affect such weighted average lives, yields and principal payment periods. In addition, it is possible that prepayments or losses on the underlying assets will occur at rates higher or lower than the rates shown in the attached Computational Materials. The specific characteristics of the securities may differ from those shown in the Computational Materials due to differences between the final underlying assets and the preliminary underlying assets used in preparing the Computational Materials. The principal amount and designation of any security described in the Computational Materials are subject to change prior to issuance. None of Wells Fargo Securities, LLC, BofA Securities, Inc., Morgan Stanley & Co. LLC, Academy Securities, Inc., Drexel Hamilton, LLC or any of their respective affiliates, make any representation or warranty as to the actual rate or timing of payments or losses on any of the underlying assets or the payments or yield on the securities. The information in this presentation is based upon management forecasts and reflects prevailing conditions and management’s views as of this date, all of which are subject to change. In preparing this presentation, we have relied upon and assumed, without independent verification, the accuracy and completeness of all information available from public sources or which was provided to us by or on behalf of the Mortgage Loan Sellers or which was otherwise reviewed by us.

 

This free writing prospectus contains certain forward-looking statements. If and when included in this free writing prospectus, the words “expects”, “intends”, “anticipates”, “estimates” and analogous expressions and all statements that are not historical facts, including statements about our beliefs or expectations, are intended to identify forward-looking statements. Any forward-looking statements are made subject to risks and uncertainties which could cause actual results to differ materially from those stated. Those risks and uncertainties include, among other things, declines in general economic and business conditions, increased competition, changes in demographics, changes in political and social conditions, regulatory initiatives and changes in customer preferences, many of which are beyond our control and the control of any other person or entity related to this offering. The forward-looking statements made in this free writing prospectus are made as of the date stated on the cover. We have no obligation to update or revise any forward-looking statement.

 

Wells Fargo Securities is the trade name for the capital markets and investment banking services of Wells Fargo & Company and its subsidiaries, including but not limited to Wells Fargo Securities, LLC, a member of NYSE, FINRA, NFA and SIPC, Wells Fargo Prime Services, LLC, a member of FINRA, NFA and SIPC, and Wells Fargo Bank, N.A. Wells Fargo Securities, LLC and Wells Fargo Prime Services, LLC are distinct entities from affiliated banks and thrifts.

 

IMPORTANT NOTICE REGARDING THE OFFERED CERTIFICATES

 

The information herein is preliminary and may be supplemented or amended prior to the time of sale. In addition, the Offered Certificates referred to in these materials and the asset pool backing them are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a “when, as and if issued” basis.

 

The underwriters described in these materials may from time to time perform investment banking services for, or solicit investment banking business from, any company named in these materials. The underwriters and/or their affiliates or respective employees may from time to time have a long or short position in any security or contract discussed in these materials.

 

The information contained herein supersedes any previous such information delivered to any prospective investor and will be superseded by information delivered to such prospective investor prior to the time of sale.

 

IMPORTANT NOTICE RELATING TO AUTOMATICALLY-GENERATED EMAIL DISCLAIMERS

 

Any legends, disclaimers or other notices that may appear at the bottom of any 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) any representation 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.

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

 

T-2 

 

 

BANK 2020-BNK28 Transaction Highlights

 

I.             Transaction Highlights

 

Mortgage Loan Sellers:

 

Mortgage Loan Seller  Number of
Mortgage Loans
  Number of
Mortgaged
Properties
  Aggregate Cut-off Date Balance  Approx. % of Initial Pool
Balance
Morgan Stanley Mortgage Capital Holdings LLC  23   40   $321,196,000   44.6%
Bank of America, National Association  8   29   295,885,000   41.1 
Wells Fargo Bank, National Association  23   23   103,091,953   14.3 
Total  54   92   $720,172,953   100.0%

 

Loan Pool:

 

Initial Pool Balance: $720,172,953
Number of Mortgage Loans: 54
Average Cut-off Date Balance per Mortgage Loan: $13,336,536
Number of Mortgaged Properties: 92
Average Cut-off Date Balance per Mortgaged Property(1): $7,827,967
Weighted Average Mortgage Interest Rate: 3.505%
Ten Largest Mortgage Loans as % of Initial Pool Balance: 64.7%
Weighted Average Original Term to Maturity (months): 120
Weighted Average Remaining Term to Maturity (months): 118
Weighted Average Original Amortization Term (months)(2): 365
Weighted Average Remaining Amortization Term (months)(2): 363
Weighted Average Seasoning (months): 2

 

(1)Information regarding mortgage loans secured by multiple properties is based on an allocation according to relative appraised values or the allocated loan amounts or property-specific release prices set forth in the related loan documents or such other allocation as the related mortgage loan seller deemed appropriate.
(2)Excludes any mortgage loan that does not amortize.

 

Credit Statistics:

 

Weighted Average U/W Net Cash Flow DSCR(1): 3.33x
Weighted Average U/W Net Operating Income Debt Yield(1): 13.8%
Weighted Average Cut-off Date Loan-to-Value Ratio(1): 51.2%
Weighted Average Balloon Loan-to-Value Ratio(1): 49.0%
% of Mortgage Loans with Additional Subordinate Debt(2): 7.6%
% of Mortgage Loans with Single Tenants(3): 13.6%

(1)With respect to any mortgage loan that is part of a whole loan, loan-to-value ratio, debt service coverage ratio and debt yield calculations include the related pari passu companion loan(s) but exclude any related subordinate companion loan(s) (unless otherwise stated). For mortgaged properties securing residential cooperative mortgage loans, the debt service coverage ratio and debt yield for each such mortgaged property are calculated using U/W Net Operating Income or U/W Net Cash Flow, as applicable, for the related residential cooperative property which is the projected net operating income or net cash flow, as applicable, reflected in the most recent appraisal obtained by or otherwise in the possession of the related mortgage loan seller as of the cut-off date, and the loan-to-value ratio is calculated based upon the appraised value of the residential cooperative property determined as if such residential cooperative property is operated as a residential cooperative, inclusive of the amount of the underlying debt encumbering such residential cooperative property. The debt service coverage ratio, debt yield and loan-to-value ratio information do not take into account any subordinate debt (whether or not secured by the related mortgaged property), that currently exists or is allowed under the terms of any mortgage loan. See “Description of the Mortgage Pool—Mortgage Pool Characteristics” in the Preliminary Prospectus and Annex A-1 to the Preliminary Prospectus.
(2)Fifteen (15) of the mortgage loans, each of which is secured by a residential cooperative property originated by National Cooperative Bank, N.A. or National Consumer Cooperative Bank and sold to the depositor by Wells Fargo Bank, National Association, currently have in place subordinate secured lines of credit to the related mortgage borrowers that permit future advances (such loans, collectively, the “Subordinate Coop LOCs”). The percentage figure expressed as “% of Mortgage Loans with Additional Subordinate Debt” is determined as a percentage of the initial pool balance and does not take into account any future subordinate debt (whether or not secured by the mortgaged property), if any, that may be permitted under the terms of any mortgage loan or the pooling and servicing agreement. See “Description of the Mortgage Pool—Additional Indebtedness—Other Unsecured Indebtedness” and “Description of the Mortgage Pool—Additional Indebtedness—Other Secured Indebtedness—Additional Debt Financing for Mortgage Loans Secured by Residential Cooperatives Sold to the Depositor by Wells Fargo Bank, National Association.” in the Preliminary Prospectus.
(3)Excludes mortgage loans that are secured by multiple single tenant properties.

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

 

T-3 

 

 

BANK 2020-BNK28 Transaction Highlights

 

II.           COVID-19 Update

 

The following table contains information regarding the status of the Mortgage Loans and Mortgaged Properties provided by the respective borrowers as of the date set forth in the “Information As Of Date” column. The cumulative effects of the COVID-19 emergency on the global economy may cause tenants to be unable to pay their rent and borrowers to be unable to pay debt service under the Mortgage Loans. As a result, we cannot assure you that the information in the following table is indicative of future performance or that tenants or borrowers will not seek rent or debt service relief (including forbearance arrangements) or other lease or loan modifications in the future. Such actions may lead to shortfalls and losses on the certificates. Any information in the following table will be superseded by the information contained under the heading “Description of the Mortgage Pool—COVID-19 Considerations” in the Preliminary Prospectus.

 

Mortgage Loan

Seller

Information As Of Date

Origination Date

Property Name

Property Type

July

Debt Service Payment Received (Y/N)

August

Debt Service Payment Received (Y/N)

September Debt Service Payment Received (Y/N)

Forbearance or Other Debt Service Relief Requested (Y/N)

Other Loan Modification Requested (Y/N)

Lease Modification or Rent Relief Requested (Y/N)

Total SF or Unit Count Making Full July Rent Payment (%)

UW July Base Rent Paid (%)

Total SF or Unit Count Making Full August Rent Payment (%)

UW August Base Rent Paid (%)

BANA 9/8/2020 9/4/2020 9th & Thomas Office NAP(1) NAP(1) NAP(1) N N Y(2) 99.6% 99.6% 96.1% 96.2%
MSMCH 9/9/2020 3/17/2020 FTERE Bronx Portfolio 6 Multifamily Y Y Y Y(3) N N 74.5% 74.5% 79.3% 79.3%
BANA 9/9/2020 3/6/2020 711 Fifth Avenue Mixed Use Y Y Y N N Y(4) 100.0% 100.0% 100.0% 100.0%
BANA 9/8/2020 9/2/2020 ExchangeRight Net Leased Portfolio #39 Various NAP(1) NAP(1) NAP(1) N N N 100.0% 100.0% 100.0% 100.0%
MSMCH 8/21/2020 8/28/2020 329 Wyckoff Mills Road Industrial NAP(5) NAP(5) NAP(5) N N N NAP(6) NAP(6) NAP(6) NAP(6)
MSMCH 8/25/2020 7/31/2020 Waterfront Clematis Mixed Use NAP(5) NAP(5) Y N N Y(7) 94.6% 95.7% 94.6% 95.7%
BANA 9/8/2020 9/4/2020 Heritage Park Apartments Multifamily NAP(1) NAP(1) NAP(1) N N N 99.7% 99.7% 99.8% 99.8%
BANA 9/9/2020 6/30/2020 19 West 34th Street Mixed Use Y Y Y N N Y(8) 99.3% 99.4% 76.0% 81.0%
BANA 9/8/2020 2/7/2020 Monogram Portfolio Industrial Y Y Y N N N 100.0% 100.0% 100.0% 100.0%
MSMCH 9/1/2020 8/31/2020 Chasewood Technology Park Office NAP(5) NAP(5) NAP(5) N N Y(9) 99.0% 98.6% 90.1% 87.7%
MSMCH 9/2/2020 7/31/2020 305 East 72nd Street Retail NAP(5) NAP(5) Y N N Y(10) 90.1% 88.5% 85.1% 99.1%(11)
WFB 9/10/2020 3/18/2020 754-768 Brady Owners Corp. Multifamily - Cooperative Y Y Y N N N 95.9%(12) NAP(13) 93.4%(12) NAP(13)
MSMCH 9/10/2020 9/1/2020 Austin Storage Portfolio Self Storage NAP(5) NAP(5) NAP(5) N N N 98.0% 94.6% 98.2% 96.0%
WFB 9/4/2020 9/9/2020 Harbor Point Multifamily Leased Fee Other NAP(14) NAP(14) NAP(14) N N N 100.0% 100.0% 100.0% 100.0%
BANA 8/31/2020 7/31/2020 Central Self Storage Corte Madera Self Storage NAP(15) Y Y N N N 97.8% 99.8% 98.5% 99.9%
MSMCH 9/1/2020 8/21/2020 Cubesmart Portfolio Baton Rouge Self Storage NAP(5) NAP(5) NAP(5) N N N 97.7% 97.7% NAP(16) NAP(16)
MSMCH 8/25/2020 8/24/2020 Rego Multifamily Portfolio II Multifamily NAP(5) NAP(5) NAP(5) N N N 98.4% 98.4% 97.3% 97.3%
WFB 9/10/2020 8/25/2020 4275 & 4283 El Cajon Boulevard Office NAP(14) NAP(14) NAP(14) N N N 100.0% 100.0% 100.0% 100.0%
WFB 9/1/2020 7/17/2020 Sundance Self Storage Self Storage NAP(17) NAP(17) Y(18) N N N 98.8% 97.1% 98.4% 96.9%
MSMCH 8/31/2020 9/1/2020 Villa Victoria Apartments Multifamily NAP(5) NAP(5) NAP(5) N N N 98.3% 98.3% 98.3% 98.3%
MSMCH 9/3/2020 7/29/2020 JCG III Industrial Complex Industrial NAP(5) NAP(5) Y N N Y(19) 100.0% 100.0% 100.0% 100.0%
WFB 9/10/2020 2/28/2020 Cherry Valley Apartments Inc. Multifamily - Cooperative Y Y Y N N N 98.4%(12) NAP(13) 94.8%(12) NAP(13)
MSMCH 9/3/2020 3/6/2020 33 1 3 @ Thirtyfourth Retail Y Y Y N N Y(20) 78.1% 75.2% 84.4%(21) 83.8%(21)
BANA 9/9/2020 8/21/2020 Palm Springs Airport Self Storage Self Storage NAP(17) NAP(17) Y N N N 97.2% 99.7% 97.5% 99.8%
MSMCH 9/2/2020 8/28/2020 Lancaster Towne Center Retail NAP(5) NAP(5) NAP(5) N N Y(22) 86.9% 79.5% 95.8% 93.1%
MSMCH 9/1/2020 9/2/2020 Storage Max Tyler Self Storage NAP(5) NAP(5) NAP(5) N N N 100.0% 100.0% 94.8% 94.8%
MSMCH 9/1/2020 9/1/2020 Storage Depot Beaumont Self Storage NAP(5) NAP(5) NAP(5) N N N NAP(16) NAP(16) NAP(16) NAP(16)
MSMCH 9/10/2020 3/4/2020 1602 Spruce Street & 238 South 20th Street Mixed Use Y Y Y Y(23) N Y(24) 76.1% 76.1% NAP(16) NAP(16)
WFB 9/8/2020 8/11/2020 Hardin Station Retail NAP(17) NAP(17)  (18) N N Y(25) 93.8%(26) 100.0% 93.8%(26) 100.0%
WFB 9/10/2020 2/25/2020 20 Plaza Housing Corp. Multifamily - Cooperative Y Y Y N N N 93.9%(12) NAP(13) NAP(27) NAP(13)
WFB 9/10/2020 2/25/2020 121 W. 72nd St. Owners Corp. Multifamily - Cooperative Y Y Y N N N 97.6%(12) NAP(13) NAP(27) NAP(13)
MSMCH 9/1/2020 8/18/2020 AAA Self Storage - Kernersville NC Self Storage NAP(5) NAP(5) NAP(5) N N N 96.0% 96.0% 99.4% 99.4%
MSMCH 8/21/2020 8/10/2020 Walgreens Pembroke Pines Retail NAP(5) NAP(5) NAP(5) N N N 100.0% 100.0% 100.0% 100.0%
MSMCH 9/2/2020 8/7/2020 Spicewood Self Storage Self Storage NAP(5) NAP(5) NAP(5) N N N 99.8% 99.8% 100.0% 100.0%
WFB 9/10/2020 3/18/2020 Larchmont Hills Owners Corp. Multifamily - Cooperative Y Y Y N N N 100.0%(12) NAP(13) 97.0%(12) NAP(13)
WFB 9/10/2020 2/13/2020 15455 Memorial Drive Retail Y Y  (18) Y(28) N Y(29) 83.7%(29) 85.7% 93.8%(29) 93.7%
MSMCH 9/1/2020 9/2/2020 Convenient Self Storage Self Storage NAP(5) NAP(5) NAP(5) N N N 93.2% 93.2% 93.1% 93.1%
MSMCH 8/31/2020 9/1/2020 Execuplex Mini Storage Center Self Storage NAP(5) NAP(5) NAP(5) N N N 99.4% 99.4% 99.4% 99.4%
WFB 9/10/2020 2/26/2020 2187 Holland Avenue Apartment Corp. f/k/a Marbreff Syndicate, Inc. Multifamily - Cooperative Y Y Y N N N NAP(27) NAP(13) NAP(27) NAP(13)
WFB 9/10/2020 2/20/2020 Kirby at Southfork Retail Y Y (18) Y(28) N Y(30) 72.7%(30) 84.0% 91.4%(30) 100.0%
MSMCH 9/2/2020 9/2/2020 Store More Self Storage Self Storage NAP(5) NAP(5) NAP(5) N N N NAP(16) NAP(16) NAP(16) NAP(16)
MSMCH 8/31/2020 8/5/2020 Liberty Self Storage Self Storage NAP(5) NAP(5) NAP(5) N N N 98.7% 95.9% 99.7% 98.9%
WFB 9/10/2020 2/27/2020 657 Owners Corp. Multifamily - Cooperative Y Y Y N N N NAP(27) NAP(13) NAP(27) NAP(13)
MSMCH 8/27/2020 2/20/2020 F-B Plaza Retail Y Y Y N N Y(31) 79.5% 89.2% 79.5% 89.2%
WFB 9/10/2020 3/18/2020 41-15 44th Street Owners Corp. Multifamily - Cooperative Y Y Y N N N 84.1%(12) NAP(13) NAP(27) NAP(13)
WFB 9/10/2020 2/27/2020 35 Eastern Parkway Owners Corp. Multifamily - Cooperative Y Y Y N N N 100.0%(12) NAP(13) NAP(27) NAP(13)
WFB 9/10/2020 2/27/2020 82 Horatio Owners Ltd. Multifamily - Cooperative Y Y Y N N N 98.5%(12) NAP(13) NAP(27) NAP(13)
WFB 9/10/2020 2/24/2020 Ten West Eighty-Six Corp. Multifamily - Cooperative Y Y Y N N N 96.7%(12) NAP(13) 96.7%(12) NAP(13)
WFB 9/10/2020 2/28/2020 21 Chapel Owners Corp. Multifamily - Cooperative Y Y Y N N N 100.0%(12) NAP(13) 100.0%(12) NAP(13)
WFB 9/10/2020 3/3/2020 Carlton Terrace Corp. Multifamily - Cooperative Y Y Y N N N 100.0%(12) NAP(13) NAP(27) NAP(13)
WFB 9/10/2020 2/27/2020 Annapurna Real Estate Corp. Multifamily - Cooperative Y Y Y N N N 100.0%(12) NAP(13) 100.0%(12) NAP(13)
WFB 9/10/2020 3/17/2020 Whitney Realty Corp. Multifamily - Cooperative Y Y Y N N N 88.9%(12) NAP(13) NAP(27) NAP(13)
WFB 9/10/2020 3/5/2020 175 PPSW Owners Corp. Multifamily - Cooperative Y Y Y N N N 100.0%(12) NAP(13) 100.0%(12) NAP(13)
WFB 9/10/2020 2/20/2020 Crossroads Owners Corp. Multifamily – Cooperative Y Y Y N N N NAP(27) NAP(13) NAP(27) NAP(13)

  

(1)The related mortgage loan has its first due date in November 2020.

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

 

T-4 

 

 

BANK 2020-BNK28 Transaction Highlights

 

(2)Thomas Street Warehouse Restaurant (2.5% of NRA and 2.4% of underwritten base rent), a full service restaurant and bar, was provided with a base rent abatement for April, August and September 2020 and is currently under negotiations for a rent deferral strategy that would allow the tenant flexibility and time to implement a menu that could be supported by delivery and to-go sales. Jack’s BBQ (1.0% of NRA and 1.0% of underwritten base rent) was provided with two months of base rent abatement for April and August 2020 and resumed full rental payments in September 2020. Elm Coffee (0.4% of NRA and 0.4% of underwritten base rent) was provided with five months of base rent abatement (May through September 2020).

 

(3)With respect to the FTERE Bronx Portfolio 6 mortgage loan, the borrowers submitted a forbearance/loan modification request on April 2, 2020, which included (i) forbearance of debt service payments through July 31, 2020, with the deferred payments due on the maturity date, (ii) a 50% reduction of interest payments from August 1, 2020 through December 31, 2020, with the remainder due on the maturity date, (iii) waiver of escrow deposits through December 31, 2020, (iv) release of escrow funds to be utilized for operation of the FTERE Bronx Portfolio 6 Properties, and (v) suspension of financial covenants and cash management or other consequences which might arise from such covenants. The request was formally withdrawn by the FTERE Bronx Portfolio 6 borrowers on May 27, 2020.

 

(4)As of May 18, 2020, the borrower has entered into a rent deferral agreement with the sixth largest tenant at the property, The Swatch Group (4.2% NRA, 37.3% UW rent). For the months of April, May and June 2020, The Swatch Group base rent has been reduced to 50.0%. The abated 50% of base rent is required to be repaid by December 31, 2020 (50.0%) and March 31, 2021 (50.0%). All tenants have paid rent for July and August.

 

(5)The first debt service due date for the Mortgage Loan is in October 2020.

 

(6)With respect to the 329 Wyckoff Mills Road mortgaged property, the sole tenant, Modway, Inc., which is an affiliate of the borrower, entered into a lease amendment in connection with the origination of the mortgage loan and the acquisition of the mortgaged property by the borrower. The first payment under the amended lease is in September 1, 2020. The sole tenant received a Paycheck Protection Act loan on April 10, 2020. The tenant has informed the lender that it was current under the unamended lease in July and August (prior to the borrower’s acquisition of the mortgaged property).

 

(7)With respect to the Waterfront Clematis mortgaged property, two ground floor retail tenants were granted rent relief. Pistache French Bistro is paying rent equal to 10% of gross revenues with a minimum of $11,704 per month from April 2020 to November 2020. Phenix Salon Suites received one-month of free rent in April 2020 and has resumed paying its full rent since. Two office tenants (Andersen Tax, LLC and Cozen O' Connor, PC) requested relief, but were not granted relief. These tenants have continued to pay full rent on time.

 

(8)The 19 West 34th Street Borrower has provided rent abatements to six tenants: A 20,350 square foot tenant (6.4% UW rent) received an abatement of August 2020 rent; a 1,398 square foot tenant (0.4% of UW rent) received an abatement of July 2020 rent and a reduction in monthly rent from approximately $4,824 to $4,500 from August 2020 through March 2021; a 585 square foot tenant (0.3% UW rent) received reduction in monthly rent from approximately $3,096 to $2,400 from August 2020 through December 2020; a 511 square foot tenant (0.2% UW rent) received an abatement of 50% of August and September 2020 rent; and a 154 square foot tenant (0.2% UW rent) received an abatement of July 2020 rent and 50% of August 2020 rent. Additionally, The Sociometric Institute, Inc. in Suites 1401 (33,926 sf) (11.5% UW rent) has received a deferral of August 2020 rent which is expected to be repaid within twelve months. (August 2020 rent was paid by the tenant on Suite 602 (1,408 sf) and Suite 916 (936 sf)).

 

(9)With respect to the Chasewood Technology Park mortgaged property, one tenant, Scardello & Associates (0.5% of NRA / 0.7% of underwritten base rent) requested and received rent relief of approximately 50% rent from May through August 2020. In exchange, the tenant extended its lease one month.

 

(10)With respect to the 305 East 72nd Street mortgaged property, as of September 2, 2020, CVS Center, Inc. (69.8% of NRA) has paid 100% of its contractual rent. Mission Ceviche (13.8% of NRA) did not pay rent from March through June 2020. In August 2020, the borrower executed a lease modification with Mission Ceviche, amending the ongoing rent obligation to 12% of gross sales, in lieu of the tenant’s contractual rent, until the tenant is legally able to resume operation with the same seating capacity (65 seats) as immediately prior to COVID-19 restrictions (under no circumstances beyond October 31, 2023). Mission Ceviche paid 50% of its outstanding rent for April through June 2020 concurrently with the signature of the amendment. La Esquina (9.2% of NRA) paid 50% rent from April through June 2020. In July 2020, the borrower executed a lease modification with La Esquina, which waived the tenant’s unpaid rent for April, May and June and provided the tenant with a 1.5 month rent credit, which is being applied to July and part of August. The full August rent payment for La Esquina was reserved at origination.

 

(11)With respect to the 305 East 72nd Street mortgaged property, Mission Ceviche's rent obligation is 12% of gross sales starting in July 2020. August sales information is not yet available and the tenant has therefore not been billed. The UW August Base Rent Paid (%) equates to the percentage of billed rent that was collected.

 

(12)For residential cooperatives, values were determined using the available cooperative maintenance receivables reports provided from the borrowers. Generally this information is not tracked for residential cooperative properties and the borrowers are not required, pursuant to the loan documents, to report this data on a monthly basis.

 

(13)This information is not presented for residential cooperative properties. Residential cooperative properties are structured to allow for an increase in unit owner maintenance charges or the assessment of additional charges to cover operating deficits, including deficits resulting from unpaid or delinquent rents or maintenance charges.

 

(14)The related mortgage loan has its first due date in October 2020.

 

(15)The related mortgage loan had its first due date in August 2020.

 

(16)Given the timing of collection and reporting, an accurate estimate of the percentage of tenants paying rent in August is not available.

 

(17)The related mortgage loan had its first due date in September 2020.

 

(18)The Sundance Self Storage, Hardin Station, 15455 Memorial Drive and Kirby at Southfork mortgage loans have scheduled debt service payments due on the 11th of each month.

 

(19)With respect to the JCG III Industrial Complex mortgaged property, the borrower offered all tenants the option of paying 50% of rent for April, May and June 2020, with repayment due with July, August and September rent payments. Only one tenant, Champion Windows (6.3% of NRA), took advantage of the offer, and started to repay deferred rent with July and August payments. All tenants have paid July rent in full.

 

(20)With respect to the 33 1 3 @ Thirtyfourth mortgaged property, the borrower offered tenants to pay CAM, Taxes, Insurance and 25% of base rent for April and May 2020, with deferred amount due in 2021. Five tenants (37.9% of NRA) accepted this offer.

 

(21)With respect to the 33 1 3 @ Thirtyfourth mortgaged property, Les Ba'Get Vietnamese Café (15.6% of NRA) has been underwritten as vacant, but is in place and open. Without the tenant, Total SF or Unit Count Making Full August Rent Payment (%) and UW August Base Rent Paid (%) is 100%.

 

(22)With respect to the Lancaster Towne Center mortgaged property, two tenants (12.1% of NRA) have been granted rent relief in the form of short term rent deferment. Dragon Hibachi & Sushi Buffet (8.2% of NRA / 12.6% of underwritten base rent) owes a portion of its rent for July and has been granted rent relief in the form of a short term rent deferment. The borrower has executed a payment plan with the tenant to repay the outstanding rent of $13,805 in two equal installments by October 2020. The tenant paid its August rent in full. Ichiban Japanese Steakhouse (3.9% of NRA / 6.3% of underwritten base rent) paid partial rent for July and August and has been granted rent relief in the form of a short term rent deferment. The borrower has executed a payment plan with the tenant to repay the outstanding rent of $15,020 in three equal installments by November 2020. One tenant, At Home (59.9% of NRA / 37.7% of underwritten base rent), was late on its April and May rent. The tenant requested a rent deferment, which was rejected, and subsequently paid all of its outstanding rent in June. The tenant is now fully paid and has been current since.

 

(23)With respect to the 1602 Spruce Street & 238 South 20th Street mortgage loan, on or about May 29, 2020, the borrower requested the lender to grant a forbearance on debt service payments for the months of June, July and August 2020. On or about June 19, 2020, the lender refused such request. On or about July 23, 2020, the borrower again requested the lender to grant a forbearance on debt service payments for 90 days. On or about July 28, 2020, the borrower rescinded such request.

 

(24)With respect to the 1602 Spruce Street & 238 South 20th Street mortgaged property, the one retail tenant at 238 South 20th Street, Ultimo Coffee, is open for business and paid its rent full through June 2020. The tenant requested rent relief in July and August of 2020 and is required to return to paying full rent in September. Four residential units at 238 South 20th Street paid in full through May 2020 and were granted 50% rent relief from June 2020 through September 2020. These four units are master leased by Abode LA, LLC (“Abode”) and rented out for short term rentals. Abode signed a three year lease renewal for these four units beginning in October 2020. The remaining four residential tenants at 238 South 20th Street paid in full through their May lease expirations and vacated the property. Abode is expanding into these four units and signed a new, three year lease beginning in October 2020. The one borrower-affiliated retail tenant, at 1602 Spruce Street, vacated in June and the space is currently dark. The lease is guaranteed by the borrower sponsor and the tenant is current on its rent. Two residential units at 1602 Spruce Street paid in full through their June lease expirations and vacated the property. Abode is expanding into these two units and signed a new, three year lease beginning in October 2020.

 

(25)With respect to the Hardin Station mortgage loan, four tenants representing 35.1% of NRA and 37.5% of UW Rent received rent relief in prior months: (i) Don Gallo Mexican Grill, representing 12.8% of NRA and 15.2% of UW Rent, received a 3-month rent deferral (April-June), and ongoing rent starting 7/1/2020 was reduced from 32.22 PSF to 28.48 PSF. An amendment to the tenant’s lease extended its term by 3 months; (ii) Casual Pint, representing 9.9% of NRA and 10.2% of UW Rent, received free rent for May; (iii) Ross the Boss, Inc.,

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

 

T-5 

 

 

BANK 2020-BNK28 Transaction Highlights

 

representing 7.5% of NRA and 6.3% of UW Rent, received a rent deferral for April. An amendment to the tenant’s lease extended its term by 1 month; and (iv) The UPS Store, representing 5.0% of NRA and 5.8% of UW Rent, received a 3-month rent deferral (April-June), and ongoing rent starting 7/1/2020 was reduced from 30.50 PSF to 27.84 PSF. An amendment to the tenant’s lease extended its term by 3 months. Tenants with rent reductions going forward were underwritten to the new reduced rent levels.

 

(26)With respect to the Hardin Station mortgage loan, all tenants in occupancy paid July and August rent. There is one vacant unit accounting for 6.2% of NRA.

 

(27)This information is generally not tracked for residential cooperative properties; the borrowers are not required, pursuant to the loan documents, to report such data on a monthly basis.

 

(28)The borrower for both mortgage loans made forbearance requests on April 28, 2020; however, the requests were withdrawn on June 24, 2020.

 

(29)With respect to the 15455 Memorial Drive mortgage loan, six tenants, representing 79.5% of NRA and 75.8% of UW Rent, received rent relief in prior months: (i) 3602 Restaurant Group, LLC d/b/a Café Benedicte and Beckham Insurance, representing 38.3% of NRA and 31.8% of UW Rent, received rent deferrals for April; (ii) Jacqueline’s Day Spa and Edge Dental, representing 24.9% of NRA and 28.3% of UW Rent, received rent deferrals for April and May; (iii) A prior tenant, representing 10.1% of NRA and 9.3% of UW Rent, did not pay rent in June. The tenant vacated the suite and the new tenant began paying rent in August; and (iv) GQ Cleaners, representing 6.2% of NRA and 6.3% of UW Rent, made partial rent payments in June and July and did not pay rent in August. The deferred rent is required to be paid back over the period of each tenant's remaining lease term starting in September 2020.

 

(30)With respect to the Kirby at Southfork mortgage loan, all tenants, representing 91.4% of NRA and 100.0% of UW Rent, at the mortgaged property received a rent deferral for April. In addition, Divine Nails, representing 10.0% of NRA and 11.5% of UW Rent, received a rent deferral for May and HC Tae Kwon Do, representing 13.3% of NRA and 13.0% of UW Rent, received a 50% rent deferral for May. The deferred rent is required to be paid back over the period of each tenant's remaining lease term starting in September 2020.

 

(31)With respect to the F-B Plaza mortgaged property, Marcos Pizza (18.0% of NRA / 21.1% of underwritten base rent) has been granted deferral of 50% of its April and May rent, repayment of which is due by the end of 2020. MetroPCS (10.3% of NRA / 10.1% of underwritten base rent) has been granted deferral of 50% of its April, May and June rent, repayment of which is due by the end of 2020. Boost Mobile (10.3% of NRA / 10.1% of underwritten base rent) has been granted deferral of 100% of its April and May rent, repayment of which is due by the end of 2020. Wow 8 Spa & Nails (17.9% of NRA / 13.8% of underwritten base rent) has been granted deferral of 100% of its April, May and June rent, repayment of which is due by the end of 2020. L&L Chinese Restaurant (20.5% of NRA / 21.9% of underwritten base rent) has been granted deferral of 100% of its April, May and June rent and 50% of its July and August rent, repayment of which is due by the end of 2020.

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

 

T-6 

 

 

BANK 2020-BNK28 Characteristics of the Mortgage Pool

 

III.         Summary of the Whole Loans

 

Property Name

Mortgage

Loan Seller in BANK 2020-BNK28

Trust Cut-off Date Balance Aggregate Pari-Passu Companion Loan Cut-off Date Balance(1) Controlling Pooling / Trust & Servicing Agreement Master Servicer Special Servicer Agreement Related Pari Passu Companion Loan(s) Securitizations Related Pari Passu Companion Loan(s) Original Balance
9th & Thomas BANA $70,000,000 $96,000,000 BANK 2020-BNK28 Wells Fargo Bank, National Association KeyBank National Association Future Securitization(s) $26,000,000
711 Fifth Avenue BANA $60,000,000 $545,000,000 GSMS 2020-GC47 Wells Fargo Bank, National Association KeyBank National Association GSMS 2020-GC47 $62,500,000
              JPMDB 2020-COR7 $40,000,000
              Benchmark 2020-B18 $45,000,000
              BANK 2020-BNK27 $43,000,000
              DBJPM 2020-C9 $25,000,000
              Future Securitizations(s) $269,500,000
ExchangeRight Net Leased Portfolio #39 BANA $37,660,000 $49,660,000 BANK 2020-BNK28 Wells Fargo Bank, National Association KeyBank National Association Future Securitization(s) $12,000,000
Chasewood Technology Park MS $30,000,000 $46,000,000 BANK 2020-BNK28 Wells Fargo Bank, National Association KeyBank National Association Future Securitization(s) $16,000,000
                 

(1)The Aggregate Pari Passu Companion Loan Cut-off Date Balance excludes the related Subordinate Companion Loans.

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

 

T-7 

 

 

BANK 2020-BNK28 Characteristics of the Mortgage Pool

 

IV.          Property Type Distribution(1)

 

 

 

Property Type Number of
Mortgaged
Properties
Aggregate Cut-off
Date Balance ($)
% of Cut-off
Date Balance
(%)
Weighted
Average Cut-
off Date LTV
Ratio (%)
Weighted
Average
Balloon LTV
Ratio (%)
Weighted
Average
U/W NCF
DSCR (x)
Weighted
Average
U/W NOI
Debt Yield
(%)
Weighted
Average
U/W NCF
Debt Yield
(%)
Weighted
Average
Mortgage
Rate (%)
Multifamily 35 $181,498,424 25.2% 39.0% 37.2% 5.13x 23.0% 22.6% 3.456%
Mid Rise 11 68,925,407 9.6 67.0 66.6 1.84 7.9 7.7 3.991
Cooperative 17 59,387,424 8.2 14.8 13.5 9.37 40.6 40.0 3.177
Garden 2 48,500,000 6.7 26.6 22.7 4.93 24.3 23.8 2.997
Low Rise 5 4,685,593 0.7 63.3 57.3 1.71 10.1 9.7 3.880
Mixed Use 4 145,750,000 20.2 46.6 46.6 4.01 13.1 12.4 3.150
Office/Retail 3 140,000,000 19.4 45.9 45.9 4.11 13.4 12.7 3.112
Multifamily/Retail 1 5,750,000 0.8 62.5 62.5 1.64 7.0 6.8 4.070
Office 4 113,811,666 15.8 61.6 57.9 2.01 9.1 8.6 3.677
CBD 1 70,000,000 9.7 60.2 60.2 2.13 7.8 7.8 3.600
Suburban 2 39,425,000 5.5 64.5 53.8 1.76 11.3 9.8 3.774
Medical 1 4,386,666 0.6 58.1 58.1 2.35 9.8 9.6 4.025
Industrial 7 92,625,000 12.9 54.2 51.7 2.42 10.1 9.7 3.482
Warehouse 2 57,900,000 8.0 48.0 48.0 2.87 10.6 10.1 3.472
Manufacturing 4 28,212,047 3.9 64.5 58.0 1.67 9.3 9.0 3.498
Warehouse Distribution 1 6,512,953 0.9 64.5 58.0 1.67 9.3 9.0 3.498
Retail 25 87,062,863 12.1 57.9 54.6 2.33 10.6 10.2 3.822
Unanchored 6 42,689,529 5.9 62.8 58.2 2.16 9.7 9.3 3.764
Single Tenant 18 37,773,334 5.2 56.9 55.6 2.30 9.9 9.7 3.946
Anchored 1 6,600,000 0.9 31.9 24.9 3.50 20.9 18.9 3.490
Self Storage 16 86,625,000 12.0 58.2 54.4 2.34 10.0 9.8 3.737
Self Storage 16 86,625,000 12.0 58.2 54.4 2.34 10.0 9.8 3.737
Other 1 12,800,000 1.8 69.2 69.2 2.06 6.5 6.5 3.134
Leased Fee 1 12,800,000 1.8 69.2 69.2 2.06 6.5 6.5 3.134
Total 92 $720,172,953 100.0% 51.2% 49.0% 3.33x 13.8% 13.3% 3.505%
(1)Because this table presents information relating to the mortgaged properties and not the mortgage loans, the information for mortgage loans secured by more than one mortgaged property is based on allocated loan amounts (allocating the principal balance of the mortgage loan to each of those properties according to the relative appraised values of the mortgaged properties or the allocated loan amounts or property-specific release prices set forth in the related mortgage loan documents or such other allocation as the related mortgage loan seller deemed appropriate). For mortgaged properties securing residential cooperative mortgage loans, the debt service coverage ratio and debt yield for each such mortgaged property is calculated using U/W Net Operating Income or U/W Net Cash Flow, as applicable, for the related residential cooperative property which is the projected net operating income or net cash flow, as applicable, reflected in the most recent appraisal obtained by or otherwise in the possession of the related mortgage loan seller as of the cut-off date and the loan-to-value ratio, is calculated based upon the appraised value of the residential cooperative property determined as if such residential cooperative property is operated as a residential cooperative, inclusive of the amount of the underlying debt encumbering such residential cooperative property. With respect to any mortgage loan that is part of a whole loan, the loan-to-value ratio, debt service coverage ratio and debt yield calculations include the related pari passu companion loan(s) but exclude any related subordinate companion loan(s) (unless otherwise stated). With respect to each mortgage loan, debt service coverage ratio, debt yield and loan-to-value ratio information do not take into account any subordinate debt (whether or not secured by the related mortgaged property) that currently exists or is allowed under the terms of such mortgage loan. See Annex A-1 to the Preliminary Prospectus.

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

 

T-8 

 

 

Office – CBD Loan #1 Cut-off Date Balance:   $70,000,000
234 9th Avenue North 9th & Thomas Cut-off Date LTV:   60.2%
Seattle, WA 98109   U/W NCF DSCR:   2.13x
    U/W NOI Debt Yield:   7.8%

 

 

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

 

T-9 

 

 

Office – CBD Loan #1 Cut-off Date Balance:   $70,000,000
234 9th Avenue North 9th & Thomas Cut-off Date LTV:   60.2%
Seattle, WA 98109   U/W NCF DSCR:   2.13x
    U/W NOI Debt Yield:   7.8%

 

 

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

 

T-10 

 

 

No. 1 – 9th & Thomas
 
Mortgage Loan Information   Mortgaged Property Information
Mortgage Loan Seller: Bank of America, National Association   Single Asset/Portfolio: Single Asset

Credit Assessment

(Fitch/KBRA/Moody’s):

[NR/NR/NR]   Property Type – Subtype: Office – CBD
Original Principal Balance(1): $70,000,000   Location: Seattle, WA
Cut-off Date Balance(1): $70,000,000   Size: 170,812 SF
% of Initial Pool Balance: 9.7%   Cut-off Date Balance Per SF(1): $562.02
Loan Purpose: Refinance   Maturity Date Balance Per SF(1): $562.02
Borrower Sponsors: Scott B. Redman; Richard C. Redman   Year Built/Renovated: 2018/NAP
Guarantors: Scott B. Redman; Richard C. Redman   Title Vesting: Fee
Mortgage Rate: 3.6000%   Property Manager: B/T Washington, LLC
Note Date: September 4, 2020   Current Occupancy (As of): 98.6% (8/28/2020)
Seasoning: 0 months   YE 2019 Occupancy: 100.0%
Maturity Date: October 1, 2030   YE 2018 Occupancy: 98.8%
IO Period(2): 121 months   YE 2017 Occupancy(4): NAP
Loan Term (Original)(2): 121 months   YE 2016 Occupancy(4): NAP
Amortization Term (Original): NAP   As-Is Appraised Value: $159,400,000
Loan Amortization Type: Interest-only, Balloon   As-Is Appraised Value Per SF: $933.19
Call Protection(2): L(24); D(92); O(5)   As-Is Appraisal Valuation Date: July 16, 2020
Lockbox Type: Hard/Upfront Cash Management   Underwriting and Financial Information
Additional Debt(1): Yes   YE 2019 NOI: $6,835,379
Additional Debt Type (Balance) (1): Pari Passu ($26,000,000)   YE 2018 NOI(4): NAP
      YE 2017 NOI(4): NAP
      YE 2016 NOI(4): NAP
      U/W Revenues: $10,490,555
      U/W Expenses: $2,966,141
      U/W NOI: $7,524,414
      U/W NCF: $7,464,791
Escrows and Reserves(3)   U/W DSCR based on NOI/NCF(1): 2.15x / 2.13x
  Initial Monthly Cap   U/W Debt Yield based on NOI/NCF(1): 7.8% / 7.8%
Taxes $406,459 $81,292 NAP   U/W Debt Yield at Maturity based on NOI/NCF(1): 7.8% / 7.8%
Insurance $140,847 Springing NAP   Cut-off Date LTV Ratio(1): 60.2%
Replacement Reserve $0 $712 NAP   LTV Ratio at Maturity(1): 60.2%
                 

Sources and Uses
Sources       Uses    
Original whole loan amount $96,000,000 99.2%   Loan Payoff $95,067,682 98.2%
Borrower Equity 810,006 0.8   Closing costs 1,195,018  1.2 
        Reserves 547,306  0.6 
Total Sources $96,810,006 100.0%   Total Uses $96,810,006 100.0%
(1)The Cut-off Date Balance Per SF, Maturity Date Balance Per SF, U/W DSCR based on NOI/NCF, U/W Debt Yield based on NOI/NCF, U/W Debt Yield at Maturity based on NOI/NCF, Cut-off Date LTV Ratio and LTV Ratio at Maturity numbers presented above are based on the 9th & Thomas Whole Loan (as defined below).
(2)The first payment date for the 9th & Thomas Whole Loan is November 1, 2020. On the Closing Date of the BANK 2020-BNK28 securitization transaction, Bank of America, National Association will deposit sufficient funds to pay the amount of interest that would be due with respect to an October 1, 2020 payment. IO Period, Loan Term (Original) and Call Protection are inclusive of the additional October 1, 2020 interest-only payment funded by Bank of America, National Association on the Closing Date.
(3)See “Escrows” section.
(4)Further historical occupancy and NOI is not available, as construction of the 9th & Thomas Property (as defined below) was completed in July 2018.
(5)While the 9th & Thomas Whole Loan was originated after the emergence of the novel coronavirus pandemic and the economic disruption resulting from measures to combat the pandemic, the pandemic is an evolving situation and could impact the 9th & Thomas Whole Loan more severely than assumed in the underwriting of the 9th & Thomas Whole Loan and could adversely affect the NOI, NCF and occupancy information, as well as the appraised value and the DSCR, LTV and Debt Yield metrics presented above. See “Risk Factors-—Risks Related to Market Conditions and Other External Factors—The Coronavirus Pandemic Has Adversely Affected the Global Economy and Will Likely Adversely Affect the Performance of the Mortgage Loans” in the Preliminary Prospectus

 

The Mortgage Loan. The mortgage loan (the “9th & Thomas Mortgage Loan”) is part of a whole loan (the “9th & Thomas Whole Loan”) that is evidenced by five pari passu promissory notes, with an aggregate original principal balance of $96,000,000, and secured by a first priority fee mortgage encumbering a Class A office property located in Seattle, Washington (the “9th & Thomas Property”). The controlling Note A-1, together with Notes A-3, A-4 and A-5, with an aggregate original principal balance of $70,000,000, represent the 9th & Thomas Mortgage Loan. The non-controlling Note A-2 is currently held by Bank of America, National Association, and is expected to be contributed to one or more future transactions. The 9th & Thomas Whole Loan will be serviced pursuant to the pooling

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

 

T-11 

 

 

Office – CBD Loan #1 Cut-off Date Balance:   $70,000,000
234 9th Avenue North 9th & Thomas Cut-off Date LTV:   60.2%
Seattle, WA 98109   U/W NCF DSCR:   2.13x
    U/W NOI Debt Yield:   7.8%

 

and servicing agreement for the BANK 2020-BNK28 securitization transaction. See “Description of the Mortgage Pool—The Whole Loans—The Serviced Pari Passu Whole Loans” and “Pooling and Servicing Agreement” in the Preliminary Prospectus.

 

Note Summary

 

Notes Original Balance Cut-off Date Balance Note Holder Controlling Piece
A-1 $30,000,000 $30,000,000 BANK 2020-BNK28 Yes
A-2 $26,000,000 $26,000,000 Bank of America, National Association No
A-3 $20,000,000 $20,000,000 BANK 2020-BNK28 No
A-4 $10,000,000 $10,000,000 BANK 2020-BNK28 No
A-5 $10,000,000 $10,000,000 BANK 2020-BNK28 No
Total $96,000,000 $96,000,000    

 

The Borrower and Borrower Sponsors. The borrower is 234 9th, LLC (the “9th & Thomas Borrower”), a single-purpose Delaware limited liability company, with one independent director. Legal counsel to the borrower delivered a non-consolidation opinion in connection with the origination of the 9th & Thomas Whole Loan.

 

The borrower sponsors and non-recourse carveout guarantors are Scott B. Redman and Richard C. Redman (the “9th & Thomas Borrower Sponsors”). Scott B. Redman is the current CEO of Sellen Construction and the son of Richard C. Redman, the former CEO of Sellen Construction. Sellen Construction is a family-owned general contractor that has owned the 9th & Thomas Property site since 1944. In its 76-year history, Sellen Construction has completed over 700 projects in the Pacific Northwest, including over 50 LEED certified projects. Sellen Construction’s clients have included Microsoft, Amazon, AT&T, Vulcan and The Bill and Melinda Gates Foundation, and some of their most well-known Seattle developments include the WaMu Tower, Seattle Children’s Hospital, Watermark Tower and Fairmont Olympic Hotel. Sellen Construction has developed three Seattle office properties for Amazon, including the 9th & Thomas Property, and was recently engaged to build a fourth: the Bellevue 600 Tower.

 

The Property. The 9th & Thomas Property is a 12-story, Class A, LEED Gold certified office building that includes a total of 170,812 square feet above three levels of subterranean parking for 134 vehicles. The improvements were completed in 2018 and are comprised of 9,018 square feet of ground floor retail space (6,559 square feet of which is currently leased to three restaurant tenants: Thomas Street Warehouse Restaurant, Elm Coffee and Jack’s BBQ); 159,037 square feet of office space wholly leased to Amazon Fulfillment Services (“Amazon”); and a 2,757 square foot penthouse residential unit plus rooftop garden, which is leased to Scott B. Redman, one of the 9th & Thomas Borrower Sponsors, and his wife. The 9th & Thomas Property was 98.6% occupied as of August 28, 2020, with the only vacancy being 2,459 square feet of “pop up” short term retail space.

 

The 9th & Thomas Property features views of Seattle’s Space Needle, open floorplates, terraces on nearly every floor, a fourth floor roof garden, large operable windows and other environmentally sustainable features, locker rooms and secure storage for 60 bicycles. The 9th & Thomas Property also features a double-height “living room” lobby designed for public gathering and used for entertainment and art installations sponsored by the 9th & Thomas Borrower Sponsors, Amazon, and other local groups.

 

COVID-19 Update. As of September 12, 2020, the 9th & Thomas Property is open and operating. Amazon (93.1% of NRA and 92.8% of underwritten base rent) remains current on all rent and lease obligations. Rent relief was provided for the ground floor restaurant tenants due to operational limitations during the stay-at-home orders directed by Washington’s Governor. Thomas Street Warehouse (2.5% of NRA and 2.4% of underwritten base rent), a full service restaurant and bar, was provided with a base rent abatement for April, August and September 2020 and is currently under negotiations for a rent deferral strategy that would allow the tenant flexibility and time to implement a menu that could be supported by delivery and to-go sales. Jack’s BBQ (1.0% of NRA and 1.0% of underwritten base rent) was provided with two months of base rent abatement for April and August 2020 and resumed full rental payments in September 2020. Elm Coffee (0.4% of NRA and 0.4% of underwritten base rent) was provided with five months of base rent abatement (May through September 2020). The first debt service payment on the 9th & Thomas Mortgage Loan is due in November 2020 and, as of September 12, 2020, the 9th & Thomas Mortgage Loan is not subject to any forbearance, modification or debt service relief request.

 

Major Tenant.

 

Amazon Fulfillment Services (159,037 square feet, 93.1% of net rentable area, 92.8% of underwritten base rent). Amazon occupies floors two through eleven, plus 2,249 square feet of ground floor area adjacent to its elevator bays at the 9th & Thomas Property, for use by its Fulfillment by Amazon (“FBA”) division and its tax accounting division. Amazon’s FBA division provides merchants, businesses and individual clients with a product sales platform, handling product listings, inventory management, product shipments and customer support.

 

Amazon’s 15-year lease expires July 31, 2033, with two seven-year renewal options at fair market rent upon 15-21 months’ notice. Amazon was provided with $11,927,775 ($75 per square foot) as a tenant improvement allowance and also reportedly invested approximately $15.0 million of its own capital for additional build-out. Amazon’s initial rent was $6,043,406 ($38.00 per square foot), with 2.5% annual rent steps increasing base rent to $53.69 per square foot by the last year of the lease term. Additionally, pursuant to its lease, Amazon has the right to use 124 parking spaces for which it pays monthly rent equal to 120% of prevailing market rates. The lease does not provide any termination or contraction options.

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

 

T-12 

 

 

Office – CBD Loan #1 Cut-off Date Balance:   $70,000,000
234 9th Avenue North 9th & Thomas Cut-off Date LTV:   60.2%
Seattle, WA 98109   U/W NCF DSCR:   2.13x
    U/W NOI Debt Yield:   7.8%

 

The Amazon lease is guaranteed by Amazon.com, Inc. (“Amazon.com”) (Nasdaq: AMZN) (S&P/Moody’s/Fitch: AA-/A2/A+) for all payment obligations under the lease, subject to an initial cap equal to $31,516,077, which reduces by $81,372 per month to a cap of $16,869,055 by the last month of the lease term.

 

Amazon has a 30-day right of first offer to purchase the 9th & Thomas Property should it be marketed for sale or if the 9th & Thomas Borrower receives a bona fide offer from a third party. Such right of first offer does not apply to a foreclosure or refinancing. For additional details regarding the right of first offer, see “Description of the Mortgage Pool—Tenant Issues—Purchase Options and Rights of First Refusal” in the preliminary prospectus. Amazon’s lease prohibits the 9th & Thomas Property from being sold (or for any other space at the property to be leased) to any of 13 entities that currently include: Apple, Barnes & Noble, Best Buy, Dell, eBay, Facebook, Google, HP, Microsoft, Samsung, Sony, Walmart and Snapchat (which list of entities may be updated by Amazon).

 

Amazon.com is one of the largest companies in the world in terms of market cap and provides e-commerce services and marketing and promotional services. Amazon.com’s global corporate headquarters is located within 0.5 miles of the 9th & Thomas Property and it currently occupies approximately 12.0 million square feet in the South Lake Union neighborhood of Seattle, Washington, employing approximately 50,000 people across the submarket. Amazon.com is now the region’s second largest employer, with Boeing as the largest and Microsoft as the third largest.

 

The following table presents certain information relating to the tenancy at the 9th & Thomas Property:

 

Tenant Summary(1)

 

Tenant Name

Credit Rating (Fitch/

Moody’s/
S&P)

Tenant NRSF % of
NRSF
Annual U/W Base Rent PSF Annual
U/W Base Rent
% of Total Annual U/W Base Rent Lease
Expiration
Date
Extension Options Termination Option (Y/N)
Amazon A+/A2/AA- 159,037 93.1% $45.01 $7,157,882(2) 94.1% 7/31/2033 2 x 7 Yr N
                   
Retail Tenants   6,559 3.8% $44.06 $288,977 3.8%      
Residential Penthouse(3)   2,757 1.6% $57.07 $157,353 2.1% 3/31/2030 5 x 5 Yr N
                   
Vacant Space (Retail) 2,459 1.4% $0.00 $0 0.0%      
                 
Total/Wtd. Avg. 170,812 100.0% $45.17(4) $7,604,212 100.0%      
                   

 

(1)Information obtained from the underwritten rent roll.
(2)Annual U/W Base Rent for Amazon is the straight-lined average rent over the 9th & Thomas Whole Loan term.
(3)The Residential Penthouse is leased by Scott B. Redman, one of the 9th & Thomas Borrower Sponsors, and his wife, on a twelve year lease that commenced in March 2018. The starting rental rate was $11,500/month, with 3.0% annual escalations.
(4)Total/Wtd. Avg. Annual U/W Base Rent PSF excludes vacant space.

 

The following table presents certain information relating to the lease rollover schedule at the 9th & Thomas Property:

 

Lease Expiration Schedule(1)

 

Year Ending
 December 31,
No. of Leases Expiring Expiring NRSF % of Total NRSF Expiring Cumulative Expiring NRSF Cumulative % of Total NRSF Expiring Annual
 U/W
Base Rent Expiring
% of Total Annual U/W Base Rent Expiring Annual
 U/W
Base Rent
 PSF Expiring
MTM 0 0 0.0% 0 0.0% $0 0.0% $0.00
2020 0 0 0.0% 0 0.0% $0 0.0% $0.00
2021 0 0 0.0% 0 0.0% $0 0.0% $0.00
2022 0 0 0.0% 0 0.0% $0 0.0% $0.00
2023 0 0 0.0% 0 0.0% $0 0.0% $0.00
2024 0 0 0.0% 0 0.0% $0 0.0% $0.00
2025 0 0 0.0% 0 0.0% $0 0.0% $0.00
2026 0 0 0.0% 0 0.0% $0 0.0% $0.00
2027 0 0 0.0% 0 0.0% $0 0.0% $0.00
2028 3 6,559 3.8% 6,559 3.8% $288,977 3.8% $44.06
2029 0 0 0.0% 6,559 3.8% $0 0.0% $0.00
2030 1 2,757 1.6% 9,316 5.5% $157,353 2.1% $57.07
Thereafter 1 159,037 93.1% 168,353 98.6% $7,157,882 94.1% $45.01
Vacant 0 2,459 1.4% 170,812 100.0% $0 0.0% $0.00 
Total/Wtd. Avg. 5 170,812 100.0%     $7,604,212 100.0% $45.17(2)

 

(1)Information obtained from the underwritten rent roll.
(2)Total/Wtd. Avg. Annual U/W Base Rent PSF Expiring excludes vacant space.

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

 

T-13 

 

 

Office – CBD Loan #1 Cut-off Date Balance:   $70,000,000
234 9th Avenue North 9th & Thomas Cut-off Date LTV:   60.2%
Seattle, WA 98109   U/W NCF DSCR:   2.13x
    U/W NOI Debt Yield:   7.8%

 

The following table presents historical occupancy percentages at the 9th & Thomas Property:

 

Historical Occupancy

 

12/31/2016(1)

12/31/2017(1)

12/31/2018(2)

12/31/2019(2)

8/28/2020(3)

NAP NAP 98.8% 100.0% 98.6%

 

(1)Historical occupancy is not available, as construction of the 9th & Thomas Property was completed in July 2018.
(2)Information obtained from the borrower.
(3)Information obtained from the underwritten rent roll.

 

Operating History and Underwritten Net Cash Flow. The following table presents certain information relating to the operating history and the underwritten net cash flow at the 9th & Thomas Property:

 

Cash Flow Analysis(1)

  

   2019 

 

U/W

  %(2)  U/W $ per SF  
Gross Potential Rent(3)  $6,513,314  $7,709,949  70.0%  $45.14  
Total Recoveries  2,217,675  2,731,905  24.8%  $15.99  
Parking Income(4)  561,858  570,794  5.2%  $3.34  
Other Income  2,879  0  0.0%  $0.00  
Net Rental Income  $9,295,726  $11,012,648  100.0%  $64.47  
(Vacancy & Credit Loss)  0  -522,093  -6.8%  ($3.06)  
Effective Gross Income  $9,295,726  $10,490,555  95.3%  $61.42  
               
Real Estate Taxes  792,257  946,324  9.0%  $5.54  
Insurance  118,222  152,205  1.5%  $0.89  
Other Operating Expenses  1,549,868  1,867,612  17.8%  $10.93  
Total Operating Expenses  $2,460,347  $2,966,141  28.3%  $17.36  
               
Net Operating Income  $6,835,379  $7,524,414  71.7%  $44.05  
Replacement Reserves  0  42,703  0.4%  $0.25  
TI/LC(4)  0  16,920  0.2%  $0.10  
Net Cash Flow  $6,835,379  $7,464,791  71.2%  $43.70  
               
NOI DSCR(5)  1.95x  2.15x        
NCF DSCR(5)  1.95x  2.13x        
NOI Debt Yield(5)  7.1%  7.8%        
NCF Debt Yield(5)  7.1%  7.8%        

 

(1)Further historical information is not available, as construction of the 9th & Thomas Property was completed in July 2018.
(2)Represents (i) percent of Net Rental Income for all revenue fields, (ii) percent of Gross Potential Rent for Vacancy & Credit Loss and (iii) percent of Effective Gross Income for all other fields.
(3)U/W Gross Potential Rent is based on the August 28, 2020 rent roll, with rent steps through September 2021 and vacant space underwritten at market rent. Rent for Amazon is the straight-lined average rent over the 9th & Thomas Whole Loan term.
(4)U/W Parking Income is based on trailing twelve month actual income.
(5)The debt service coverage ratios and debt yields are based on the 9th & Thomas Whole Loan.

 

Appraisal. The appraiser concluded to an “as-is” Appraised Value for the 9th & Thomas Property of $159,400,000 as of July 16, 2020.

 

Environmental Matters. According to the Phase I environmental site assessment dated February 25, 2020, there was no evidence of any recognized environmental conditions at the 9th & Thomas Property.

 

Market Overview and Competition. The 9th & Thomas Property is located at 234 9th Avenue North, at the southeast corner of 9th Avenue and Thomas Street in the heart of the South Lake Union neighborhood of downtown Seattle, Washington. Seattle has seen its population increase 18.6% since 2010, the fastest growth rate among the 50 largest U.S. cities. Seattle benefits from its large port with connections to emerging Asian Markets, highly-trained and well-educated labor force, and a concentration of cloud computing and software development employers, particularly in the South Lake Union area. Notable technology tenants occupying Seattle central business district towers include Amazon, DocuSign, Zillow, F5, Qualtrics, and Dropbox. Other technology tenants with significant office space in the region include Microsoft, Google, Facebook, Oculus, and Tableau.

 

Access to the 9th & Thomas Property is via local roads to Interstate 5, which runs through the Seattle metropolitan area and across Highway 99. The local area is also served by King County Metro bus transit, Link Light Rail, Sounder Commuter Rail, and two streetcar lines (South Lake Union and First Hill).

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

 

T-14 

 

 

Office – CBD Loan #1 Cut-off Date Balance:   $70,000,000
234 9th Avenue North 9th & Thomas Cut-off Date LTV:   60.2%
Seattle, WA 98109   U/W NCF DSCR:   2.13x
    U/W NOI Debt Yield:   7.8%

 

According to the appraisal, the 9th & Thomas Property is part of the Downtown Seattle office market and the Lake Union office submarket. For the trailing four quarters ended Q2 2020, with respect to Class A office space, the Downtown Seattle office market had total office inventory of approximately 52.9 million square feet, with a vacancy rate of 5.9%, an average asking rent of $45.99 per square foot, and net absorption of approximately 4.0 million square feet. The Lake Union office submarket had total office inventory of approximately 10.4 million square feet, with a vacancy rate of 1.8%, an average asking rent of $51.46 per square foot, and net absorption of approximately 1.0 million square feet.

 

The biggest lease of the second quarter 2020 in the Seattle market was Amazon.com’s lease of 111,368 square feet at a former Macy’s department store in Redmond Town Center. Amazon.com’s office footprint in the region now exceeds 18.0 million square feet, including future space commitments.

 

According to the appraisal, the estimated 2019 population within a one-, three- and five-mile radius of the 9th & Thomas Property was 76,692, 252,312, 478,675, respectively. The 2019 average household income within the same radii was $116,395, $126,893, and $132,777, respectively.

 

The following table presents certain information relating to the appraiser’s market rent conclusions for the 9th & Thomas Property:

 

Market Rent Summary

 

  Office Retail Penthouse
Market Rent (PSF) $43.00 $42.00 $12,000
Lease Term (Years) 10 10 1
Rent Increase Projection 2.5% per annum 3.0% per annum 0.0% per annum

 

The following table presents recent office leasing data at comparable properties with respect to the 9th & Thomas Property:

 

Comparable Office Leases(1)

 

Property
Name/Address
Year
Built/
Renovated
Distance
from
Subject
Total GLA
(SF) / #
Stories
Tenant Tenant
Size
(SF)
Lease
Start
Date
Lease
Term
(Mos)
Annual
Base
Rent
PSF
(NNN)
Rent
Escalation

9th & Thomas
234 9th Avenue North

Seattle, WA

2018/NAP N/A 170,812 / 12 Amazon 159,037 Jul-18 180 $38.00 2.5%/yr

2+U (Qualtrics Tower)

1201 2nd Avenue

Seattle, WA

2019/NAP 1.1 miles 686,908 / 38

Dropbox, Inc.

Spaces

120,886

90,848

Oct-20

Jul-19

147

150

$45.50

$42.50

2.75%/yr

2.75%/yr

8th + Olive

720 Olive Way

Seattle, WA

1981/2014 0.6 miles 300,710 / 20 AirBNB 15,631 Jul-20 61 $39.00 3.0%/yr

Watershed Building

900 N 34th St

Seattle, WA

2020/NAP 2.3 miles 66,542 / 7 Schultz Family Foundation 21,806 Apr-20 144 $52.00 2.5%/yr

Rainier Square

1301 5th Ave,

Seattle, WA

2020/NAP 0.9 miles 994,567 / 58 Amazon 722,000 Jan-20 180 $39.00 2.5%/yr

450 Alaskan

450 Alaskan Way S.

Seattle, WA

2017/NAP 2.2 miles 166,772 / 7 Nestle 57,610 Jun-19 120 $40.00 2.75%/yr

503 Westlake

503 Westlake

Seattle, WA

1919/2017 0.3 miles 38,640 / 6 Compass Realty 18,936 Apr-19 132 $40.00 2.75%/yr

 

(1)Information obtained from the appraisal.

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

 

T-15 

 

 

Office – CBD Loan #1 Cut-off Date Balance:   $70,000,000
234 9th Avenue North 9th & Thomas Cut-off Date LTV:   60.2%
Seattle, WA 98109   U/W NCF DSCR:   2.13x
    U/W NOI Debt Yield:   7.8%

 

The following table presents recent sales data at comparable office properties with respect to the 9th & Thomas Property:

 

Comparable Sales(1)

 

Property Name/Location

Year
Built/

Renovated

Distance
from
Subject
Total
GLA
(SF)
Occupancy Date of
Sale
Sale Price Sale
Price PSF
NOI PSF Cap Rate

9th & Thomas(2)
234 9th Avenue North

Seattle, WA

2018/NAP N/A 170,812 98.6%(3) NAP NAP NAP $40.02(4) 4.29%(5)

Tower 333(2)

333 108th Avenue

Bellevue, WA

2008/2020 10.4 miles 435,091 100% Mar-20 $401,460,000 $922.70 $38.75 4.20%

Amazon Phase VIII(2)

325 9th Ave. N.

Seattle, WA

2015/NAP 0.0 miles 317,804 100% Dec-19 $270,100,000 $849.89 $38.25 4.50%

Arbor Blocks(6)

300 8th Ave N

Seattle, WA

2019/NAP 0.1 miles 388,072 100% Nov-19 $415,000,000 $1,069.39 $45.45 4.25%

Troy Block(2)

300 Boren Avenue N.

Seattle, WA

2017/NAP 0.3 miles 811,463 100% Mar-19 $740,000,000 $911.93 $40.58 4.45%

400 Fairview

400 Fairview Ave. N.

Seattle, WA

2015/NAP 0.3 miles 349,152 99% Jul-18 $338,425,250 $969.28 $40.71 4.20%

202 Westlake(2)

202 Westlake Ave. N.

Seattle, WA

2013/NAP 0.1 miles 130,710 100% May-18 $129,500,000 $990.74 $43.59 4.40%

 

(1)Information obtained from the appraisal.
(2)100% of office space leased by Amazon.
(3)Occupancy as of August 28, 2020.
(4)NOI PSF based on 2019 financial information.
(5)Cap Rate based on 2019 NOI and the appraised value.
(6)100% of office space leased by Facebook.

 

Escrows.

 

Real Estate Taxes – The 9th & Thomas Borrower deposited $406,459 into a real estate tax reserve at origination and is required to deposit an ongoing monthly real estate tax reserve payment in an amount equal to 1/12 of the annual estimated real estate taxes, which currently equates to $81,292.

 

Insurance – The 9th & Thomas Borrower deposited $140,847 into an insurance reserve at origination and is required to deposit an ongoing monthly insurance reserve payment in an amount equal to 1/12 of the annual estimated insurance premiums unless the 9th & Thomas Property is covered by a blanket policy.

 

Replacement Reserve – The 9th & Thomas Borrower is required to deposit monthly $712 for replacement reserves.

 

Lockbox and Cash Management. The 9th & Thomas Whole Loan is structured with a hard lockbox and in-place cash management. Revenues from the 9th & Thomas Property are required to be deposited directly into the lockbox account and transferred on each business day into the cash management account controlled by the lender to be applied and disbursed in accordance with the 9th & Thomas Whole Loan documents. During the occurrence and continuance of a Cash Sweep Period (as defined below), all excess cash is required to be held by the lender as additional collateral for the 9th & Thomas Whole Loan. In the event a Cash Sweep Period occurs more than once during the 9th & Thomas Whole Loan term, the Cash Sweep Period will not be cured and all excess cash will continue to be collected and held by the lender until the full repayment of the 9th & Thomas Whole Loan.

 

A “Cash Sweep Period” means the earliest of the period:

 

(i)commencing when the amortizing debt service coverage ratio is less than 1.10x (tested quarterly) and ending when the amortizing debt service coverage ratio is at least 1.10x (tested quarterly for two consecutive quarters);

(ii)during an Amazon Bankruptcy Event (as defined below) until cured;

(iii)during an Amazon Credit Event (as defined below) until cured;

(iv)during an Amazon Renewal Event (as defined below) until cured; and

(v)during an Amazon Rent Event (as defined below) until cured.

 

An “Amazon Bankruptcy Event” will commence if Amazon (or Amazon.com) avails itself of any bankruptcy laws and will be cured when (x) Amazon (and Amazon.com) has assumed the Amazon lease without any material alterations and the bankruptcy court has affirmed such assumption of the lease, (y) Amazon continuously operates at the 9th & Thomas Property for no less than sixty consecutive business days, and (z) Amazon is paying full rent as is required under its lease.

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

 

T-16 

 

 

Office – CBD Loan #1 Cut-off Date Balance:   $70,000,000
234 9th Avenue North 9th & Thomas Cut-off Date LTV:   60.2%
Seattle, WA 98109   U/W NCF DSCR:   2.13x
    U/W NOI Debt Yield:   7.8%

 

An “Amazon Credit Event” will commence when Amazon (or Amazon.com) experiences a downgrade in its long-term unsecured debt rating below BBB- by S&P (or the equivalent by any rating agency) and will be cured when such long-term unsecured debt rating is not less than at least BBB- by S&P (or the equivalent by any rating agency).

 

An “Amazon Renewal Event” will commence upon the earlier of (x) Amazon giving notice of non-renewal, or (y) Amazon failing to renew its lease on or before the date required under the lease, and will be cured when, as applicable, (x) Amazon renews its lease pursuant to the terms thereof, or (y) a Replacement Tenant (as defined below) has entered into a replacement lease and is open for business and paying full, unabated rent.

 

An “Amazon Rent Event” will commence when Amazon is in rent default and will be cured when Amazon has cured all monetary defaults to the reasonable satisfaction of the lender.

 

A “Replacement Tenant” means a tenant (or a lease guarantor) with a long-term unsecured debt rating of not less than BBB- by S&P (or the equivalent by any rating agency), and otherwise reasonably acceptable to the lender.

 

Property Management. The 9th & Thomas Property is managed by B/T Washington, LLC, d/b/a Blanton Turner, which is headquartered in Seattle, Washington and manages a portfolio of 70 locations in the Seattle market including six properties in the South Lake Union/Eastlake submarket (inclusive of the 9th & Thomas Property). The subterranean parking garage is managed by SP Plus Corporation, a Delaware corporation, pursuant to a separate parking garage management agreement.

 

Partial Release. Not permitted.

 

Real Estate Substitution. Not permitted.

 

Subordinate and Mezzanine Indebtedness. Not permitted.

 

Ground Lease. None.

 

Right of First Offer / Right of First Refusal. Amazon has a 30-day right of first offer to purchase the 9th & Thomas Property should it be marketed for sale or if the 9th & Thomas Borrower receives a bona fide offer from a third party. Such right of first offer does not apply to a foreclosure or refinancing. Amazon’s lease prohibits the 9th & Thomas Property from being sold (or for any other space at the property to be leased) to any of 13 entities that currently include: Apple, Barnes & Noble, Best Buy, Dell, eBay, Facebook, Google, HP, Microsoft, Samsung, Sony, Walmart and Snapchat (which list of entities may be updated by Amazon).

 

Terrorism Insurance. The 9th & Thomas Borrower is required to obtain and maintain “all risk” property insurance that covers perils of terrorism and acts of terrorism in an amount equal to the full replacement cost of the 9th & Thomas Property and business interruption insurance for 18 months with a 12-month extended period of indemnity. See “Risk Factors—Risks Relating to the Mortgage Loans—Terrorism Insurance May Not Be Available for All Mortgaged Properties” in the Preliminary Prospectus.

 

Earthquake Insurance. A seismic risk assessment dated February 24, 2020 indicated a probable maximum loss of 9%. Earthquake insurance is/not required.

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

 

T-17 

 

 

Multifamily – Mid Rise Loan #2 Cut-off Date Balance:   $63,800,000
Property Addresses - Various FTERE Bronx Portfolio 6 Cut-off Date LTV:   67.3%
    U/W NCF DSCR:   1.85x
    U/W NOI Debt Yield:   7.7%

 

 

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

 

T-18 

 

 

Multifamily – Mid Rise Loan #2 Cut-off Date Balance:   $63,800,000
Property Addresses - Various FTERE Bronx Portfolio 6 Cut-off Date LTV:   67.3%
    U/W NCF DSCR:   1.85x
    U/W NOI Debt Yield:   7.7%

 

 

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

 

T-19 

 

 

No. 2 – FTERE Bronx Portfolio 6
 
Mortgage Loan Information   Mortgaged Property Information
Mortgage Loan Seller: Morgan Stanley Mortgage Capital Holdings LLC   Single Asset/Portfolio: Portfolio
Credit Assessment (Fitch/KBRA/Moody’s): [NR/NR/NR]   Property Type – Subtype: Multifamily – Mid Rise
Original Principal Balance: $63,800,000   Location: Bronx, NY
Cut-off Date Balance: $63,800,000   Size: 414 Units
% of Initial Pool Balance: 8.9%   Cut-off Date Balance Per Unit: $154,106
Loan Purpose: Refinance   Maturity Date Balance Per Unit: $154,106
Borrower Sponsor: Finkelstein Timberger East Real Estate   Year Built/Renovated: Various/NAP
Guarantor: Richard Timberger   Title Vesting: Fee
Mortgage Rate: 4.0000%   Property Manager: Self-managed
Note Date: March 17, 2020   Current Occupancy (As of): 98.8% (Various)
Seasoning: 5 months   YE 2019 Occupancy: 99.4%
Maturity Date: April 1, 2030   YE 2018 Occupancy: 99.6%
IO Period: 120 months   YE 2017 Occupancy: 99.5%
Loan Term (Original): 120 months   YE 2016 Occupancy: 99.3%
Amortization Term (Original): NAP   As-Is Appraised Value(2): $94,800,000
Loan Amortization Type: Interest-only, Balloon   As-Is Appraised Value Per Unit(2) (3): $228,986
Call Protection: L(29),D(84),O(7)   As-Is Appraisal Valuation Date(2): December 11, 2019
Lockbox Type: Springing   Underwriting and Financial Information(2)
Additional Debt: None   TTM NOI (6/30/2020): $4,468,090
Additional Debt Type (Balance): NAP   YE 2019 NOI: $4,730,250
      YE 2018 NOI: $4,455,287
      YE 2017 NOI: $4,218,774
      U/W Revenues: $6,998,903
      U/W Expenses: $2,104,835
Escrows and Reserves(1)   U/W NOI: $4,894,068
  Initial Monthly Cap   U/W NCF: $4,789,960
Taxes $55,192 $32,378 NAP   U/W DSCR based on NOI/NCF: 1.89x / 1.85x
Insurance $0 Springing NAP   U/W Debt Yield based on NOI/NCF: 7.7% / 7.5%
Replacement Reserve $0 $8,676 NAP   U/W Debt Yield at Maturity based on NOI/NCF: 7.7% / 7.5%
J-51 Exemption Reserve $900,000 $0 NAP   Cut-off Date LTV Ratio: 67.3%
          LTV Ratio at Maturity: 67.3%
             
             
Sources and Uses
Sources     Uses    
Original loan amount $63,800,000 100.0% Loan payoff $57,960,588  90.8%
      Return of equity 3,798,047 6.0 
      Closing costs 1,086,173 1.7 
      Reserves 955,192 1.5 
Total Sources $63,800,000 100.0% Total Uses $63,800,000 100.0%

(1)See “Escrows” below for further discussion of Escrows.

(2)The appraised value was determined prior to the emergence of the novel coronavirus, and the economic disruption resulting from measures to combat the coronavirus, and all LTV metrics were calculated based on such prior information. In addition, the pandemic is an evolving situation and could impact the FTERE Bronx Portfolio 6 Mortgage Loan (as defined below) more severely than assumed in the underwriting of the FTERE Bronx Portfolio 6 Mortgage Loan and could adversely affect the NOI, NCF and occupancy information, as well as the appraised value and the DSCR, LTV and Debt Yield metrics presented above. See “Risk Factors-Risks Related to Market Conditions and Other External FactorsThe Coronavirus Pandemic Has Adversely Affected the Global Economy and Will Likely Adversely Affect the Performance of the Mortgage Loans” in the Preliminary Prospectus.

(3)All of the FTERE Bronx Portfolio 6 Properties have filed (or, in some cases, the FTERE Bronx Portfolio 6 Borrowers have informed the lender they plan to file) an application for a J-51 tax exemption or abatement or an application to increase rent under a major capital improvement (“MCI”) program (the related filed for benefits, the “Assumed Future Benefits”). The Appraised Value includes a total of $3,165,000 that the appraisals attribute to the Assumed Future Benefits, as more fully described under the “FTERE Bronx Portfolio 6 Properties Summary” below. If the Assumed Future Benefits amount of $3,165,000 was excluded from the Appraised Value of $94,800,000, the Cut-off Date LTV Ratio and LTV Ratio at Maturity would be 69.6%. There can be no assurance of what the actual Appraised Value would be if the Assumed Future Benefits are not obtained.

 

The Mortgage Loan. The mortgage loan (the “FTERE Bronx Portfolio 6 Mortgage Loan”) is evidenced by one promissory note in the original principal balance of $63,800,000. The FTERE Bronx Portfolio 6 Mortgage Loan is secured by a first priority fee mortgage encumbering eight multifamily properties located in Bronx, New York (the “FTERE Bronx Portfolio 6 Properties,” “FTERE Bronx Portfolio 6” or “Properties”).

 

The Borrowers and the Borrower Sponsor. The borrowers are 271 Zacko LLC D, 686 Rosewood Ave LLC D, 2505 Olinville Avenue LLC D, Wonder Boy LLC D, 1475 Palace Too LLC D, 2315 Walton LLC D, 2515 Olinville Avenue LLC D and 2305 Avenue LLC D (collectively, the “FTERE Bronx Portfolio 6 Borrowers”), each a single purpose Delaware limited liability company with one independent

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

 

T-20 

 

 

Multifamily – Mid Rise Loan #2 Cut-off Date Balance:   $63,800,000
Property Addresses - Various FTERE Bronx Portfolio 6 Cut-off Date LTV:   67.3%
    U/W NCF DSCR:   1.85x
    U/W NOI Debt Yield:   7.7%

 

director. Legal counsel to the borrowers delivered a non-consolidation opinion in connection with the origination of the FTERE Bronx Portfolio 6 Mortgage Loan. Richard Timberger is the non-recourse carveout guarantor and Finkelstein Timberger East Real Estate is the borrower sponsor with respect to the FTERE Bronx Portfolio 6 Mortgage Loan. Finkelstein Timberger East Real Estate is a real estate company that owns and manages residential apartment buildings located throughout various parts of Bronx County, New York. Finkelstein Timberger East Real Estate is run by Steven Finkelstein, Richard Timberger and Tony East.

 

The Properties. The FTERE Bronx Portfolio 6 Properties are comprised of eight rent stabilized multifamily properties totaling 414 units located in the Bronx, New York. All units are rent stabilized, except for one unit, which is rent controlled. The FTERE Bronx Portfolio 6 Properties were constructed between 1921 and 1938. As of July 2020, the multifamily space at the FTERE Bronx Portfolio 6 Properties was 98.8% occupied. In addition, certain of the FTERE Bronx Portfolio 6 Properties have commercial space, which was 86.4% leased as of July 2020. According to the borrower sponsor, since acquiring the FTERE Bronx Portfolio 6 Properties, the borrower sponsor has invested approximately $7.2 million ($17,457 per unit) in capital improvements across the FTERE Bronx Portfolio 6 Properties in the aggregate. All of the FTERE Bronx Portfolio 6 Properties benefit from either a tax exemption and/or abatement under New York State’s J-51 program. In addition, all of the FTERE Bronx Portfolio 6 Properties are awaiting approval of (or, in some cases, the FTERE Bronx Portfolio 6 Borrowers have informed the lender they plan to file) an application for a J-51 tax exemption or abatement or an application to increase rent under a major capital improvement (“MCI”) program. Under the J-51 program, the tax exemption benefit temporarily exempts a property from the increase in assessed value which would otherwise occur as a result of significant renovation work. The abatement portion of the program reduces the existing taxes by a percentage of the certified reasonable costs of the work performed as determined by the New York City Department of Finance. The MCI program allows landlords to increase rents (subject to certain limits) paid by rent stabilized tenants to recoup renovation and rehabilitation costs. For the FTERE Bronx Portfolio 6 Properties at which J-51 and/or MCI benefits have been applied for (or an application is planned) and have not been approved, there is a $900,000 holdback in place. See “Escrows” below. The FTERE Bronx Portfolio 6 Properties have an aggregate of 60 units leased by tenants who pay a portion of their rent with a Section 8 voucher.

 

The following table presents detailed information with respect to each of the Properties included in the FTERE Bronx Portfolio 6 Properties:

 

FTERE Bronx Portfolio 6 Properties Summary

 

Building Occ. % (1) Units(1) % of
Total
Units
Appraised
Value
Allocated Loan
Amount
(“ALA”)
% of
ALA
UW NOI % of UW
NOI
1473-1475 Sheridan Avenue(2) 99.0% 99 23.9% $21,000,000 $14,130,000 22.1% $1,095,397 22.4%
2515 Olinville Avenue(3) 95.9% 49 11.8% $12,200,000 $8,210,000 12.9% $635,205 13.0%
2305 University Avenue(4) 96.2% 53 12.8% $11,900,000 $8,010,000 12.6% $581,726 11.9%
2505 Olinville Avenue(5) 100.0% 48 11.6% $11,600,000 $7,810,000 12.2% $603,799 12.3%
3215 Holland Avenue(6) 100.0% 51 12.3% $11,500,000 $7,740,000 12.1% $564,378 11.5%
271 East 197th Street(7) 100.0% 41 9.9% $10,100,000 $6,800,000 10.7% $525,629 10.7%
2315 Walton Avenue(8) 100.0% 44 10.6% $9,200,000 $6,190,000 9.7% $493,927 10.1%
686 Rosewood Street(9) 100.0% 29 7.0% $7,300,000 $4,910,000 7.7% $394,007 8.1%
Total/Wtd. Avg. 98.8% 414 100.0% $94,800,000 $63,800,000 100.0% $4,894,068 100.0%
(1)Based on the borrower rent roll dated July 2020.

(2)The appraised value of the 1473-1475 Sheridan Avenue property includes $400,000 attributable to the net present value of three in place J-51 tax abatements, $4,400,000 attributable to the in place J-51 tax exemption, $550,000 attributable to the in place MCI increases and $50,000 attributable to an applied for MCI program rent increase. As of the origination date, the 1473-1475 Sheridan Avenue property benefits from three, 20-year tax abatements under New York State’s J-51 tax abatement program, expiring in 2027 and 2029 and a 34-year J-51 tax exemption expiring in 2052. The FTERE Bronx Portfolio 6 Borrowers applied for an additional MCI program rent increase at the 1473-1475 Sheridan Avenue property. As of the origination date, approval documentation had not been received. Real estate taxes were underwritten based on the in place J-51 tax exemption and the three in place J-51 tax abatements. The underwritten abated taxes are $10,343 per annum, compared to estimated unabated taxes for the 2020/2021 tax year of $268,804.

(3)The appraised value of the 2515 Olinville Avenue property includes $1,800,000 attributable to the net present value of an in place J-51 tax exemption, $200,000 attributable to two in place J-51 tax abatements, $100,000 attributable to an applied for J-51 tax abatement, $175,000 attributable to in place MCI program rent increases and $325,000 attributable to two applied for or intended to be applied for MCI program rent increases. As of the origination date, the 2515 Olinville Avenue property benefits from two, 20-year tax abatements under New York State’s J-51 tax abatement program, expiring in 2026 and a 34-year J-51 tax exemption expiring in 2053. The FTERE Bronx Portfolio 6 Borrowers applied for an additional J-51 tax abatement. In addition, the FTERE Bronx Portfolio 6 Borrowers have applied for one MCI program rent increase, and have informed the lender that they intend to apply for a second MCI program rent increase, at the 2515 Olinville Avenue property. As of the origination date, approval documentation had not been received. Real estate taxes were underwritten based on the in place J-51 tax exemption, the two in place J-51 tax abatements and the applied for J-51 tax abatement at the 2515 Olinville Avenue property. The underwritten abated taxes are $6,986 per annum, compared to estimated unabated taxes for the 2020/2021 tax year of $131,060.

(4)The appraised value of the 2305 University Avenue property includes $1,700,000 attributable to the net present value of an in place J-51 tax exemption, $100,000 attributable to two in place J-51 tax abatements and $20,000 attributable to an intended to be applied for MCI program rent increase. As of the origination date, the 2305 University Avenue property benefits from two, 20-year tax abatements under New York State’s J-51 tax abatement programs, expiring in 2026 and 2028 and a 34-year J-51 tax exemption expiring in 2052. The FTERE Bronx Portfolio 6 Borrowers have informed the lender that they intend to apply for an MCI rent program increase at the 2305 University Avenue property. Real estate taxes were underwritten based on the in place J-51 tax exemption and the in place J-51 tax abatements at the 2305 University Avenue property. The underwritten abated taxes are $97,537 per annum, compared to estimated unabated taxes for the 2020/2021 tax year of $185,348.

(5)The appraised value of the 2505 Olinville Avenue property includes $1,825,000 attributable to the net present value of an in place J-51 tax exemption, $150,000 attributable to three, in place J-51 tax abatements, $125,000 attributable to an applied for J-51 tax abatement and $650,000 attributable to an applied for MCI program rent increase. As of the origination date, the 2505 Olinville Avenue property benefits from three, 20-year J-51 tax abatements under New York State’s J-51 tax abatement program expiring in 2023 and 2026 and a 34-year J-51 tax exemption expiring in 2055. The FTERE Bronx Portfolio 6 Borrowers applied for an additional J-51 tax abatement and an MCI program rent increase at the 2505 Olinville Avenue property. As of the origination date, approval documentation had not been received. Real estate taxes were underwritten based on the in place J-51 tax exemption, one in place J-51 tax abatement and the applied for J-51 tax abatements at the 2505 Olinville Avenue property. The underwritten abated taxes are $64,425 per annum, compared to estimated unabated taxes for the 2020/2021 tax year of $191,350.

(6)The appraised value of the 3215 Holland Avenue property includes $2,800,000 attributable to the net present value of an in place J-51 tax exemption, $200,000 attributable to two in place J-51 tax abatements, and $25,000 attributable to an intended to be applied for MCI program rent increase. As of the origination date, the 3215 Holland

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

 

T-21 

 

 

Multifamily – Mid Rise Loan #2 Cut-off Date Balance:   $63,800,000
Property Addresses - Various FTERE Bronx Portfolio 6 Cut-off Date LTV:   67.3%
    U/W NCF DSCR:   1.85x
    U/W NOI Debt Yield:   7.7%

 

  Avenue property benefits from two, 20-year tax abatements under New York State’s J-51 tax abatement program expiring in 2026 and 2027 and a 34-year J-51 tax exemption expiring in 2052. The FTERE Bronx Portfolio 6 Borrowers have informed the lender that they intend to apply for an MCI program rent increase at the 3215 Holland Avenue property. Real estate taxes were underwritten based on the in place J-51 tax exemption and the in place J-51 tax abatements at the 3215 Holland Avenue property. The underwritten abated taxes are $23,235 per annum, compared to estimated unabated taxes for the 2020/2021 tax year of $171,520.

(7)The appraised value of the 271 East 197th Street property includes $1,975,000 attributable to the net present value of an in place J-51 tax exemption, $175,000 attributable to two in place J-51 tax abatements, $25,000 attributable to two intended to be applied for J-51 tax abatements, $50,000 attributable to a remaining, in place MCI program rent increase, and $100,000 attributable to two applied for MCI program rent increases. As of the origination date, the 271 East 197th Street property benefits from two, 20-year tax abatements under New York State’s J-51 tax abatement program expiring in 2027 and 2028 and a 34-year J-51 tax exemption expiring in 2052. The FTERE Bronx Portfolio 6 Borrowers have informed the lender that they intend to apply for two additional J-51 tax abatements and have applied for two additional MCI program rent increases at the 271 East 197th Street property. As of the origination date, approval documentation had not been received. Real estate taxes were underwritten based on the in place J-51 tax exemption, the two in place J-51 tax abatements and the two intended to be applied for J-51 tax abatements at the 271 East 197th Street property. The underwritten abated taxes are $6,320 per annum, compared to estimated unabated taxes for the 2020/2021 tax year of $120,104.

(8)The appraised value of the 2315 Walton Avenue property includes $1,300,000 attributable to the net present value of an applied for J-51 tax exemption, $175,000 attributable to an applied for J-51 tax abatement, $25,000 attributable to an in place J-51 tax abatement, $220,000 attributable to an in place MCI program rent increase, and $20,000 attributable to an intended to be applied for MCI program rent increase. As of the origination date, the 2315 Walton Avenue property benefits from a 20-year tax abatement under New York State’s J-51 tax abatement program expiring in 2026. The FTERE Bronx Portfolio 6 Borrowers applied for a J-51 tax exemption and a J-51 tax abatement and have informed the lender that they intend to apply for an additional MCI program rent increase at the 2315 Walton Avenue property. As of the origination date, approval documentation had not been received. Real estate taxes were underwritten based on the applied for J-51 tax exemption and the in place J-51 tax abatement at the 2315 Walton Avenue property. The underwritten abated taxes are $14,394 per annum, compared to estimated unabated taxes for the 2020/2021 tax year of $91,692.

(9)The appraised value of the 686 Rosewood Street property includes $1,150,000 attributable to the net present value of an in place J-51 tax exemption, $150,000 attributable to four, in place J-51 tax abatements, and $250,000 attributable to three applied for MCI program rent increases. As of the origination date, the 686 Rosewood Street property benefits from four, 20-year tax abatements under New York State’s J-51 tax abatement program expiring in 2024, 2026 and 2030 and a 34-year J-51 tax exemption expiring in 2052. The FTERE Bronx Portfolio 6 Borrowers have informed the lender that they intend to apply for three additional J-51 tax abatements and have applied for three additional MCI program rent increases at the 686 Rosewood Street property. As of the origination date, approval documentation had not been received. Real estate taxes were underwritten based on the intended to be applied for J-51 tax abatements, the in place J-51 tax exemption and three of the in place J-51 tax abatements at the 686 Rosewood Street property. The underwritten abated taxes are $51,861 per annum, compared to estimated unabated taxes for the 2020/2021 tax year of $141,287.

 

The following table presents detailed information with respect to each of the FTERE Bronx Portfolio 6 Properties:

 

FTERE Bronx Portfolio 6 Properties Summary

 

Building Units(1) Property
Subtype
NRA
(SF)
Sec. 8
Tenants
Avg. Unit
Size (SF)
Historical
Capex
Historical
Capex per
Unit
# of
Commercial
Tenants(1)
Annual
Commercial
Tenant
Rent(1)
1473-1475 Sheridan Avenue 99 Mid rise 79,800 17 806 $2,113,000 $21,343.43 0 $0
2515 Olinville Avenue 49 Mid rise 35,500 9 724 $1,391,000 $28,387.76 0 $0
2305 University Avenue 53 Mid rise 58,400 12 1,102 $176,000 $3,320.75 0 $0
2505 Olinville Avenue 48 Mid rise 38,000 2 792 $734,000 $15,291.67 0 $0
3215 Holland Avenue 51 Mid rise 34,700 3 680 $616,000 $12,078.43 0 $0
271 East 197th Street 41 Mid rise 37,100 10 905 $914,000 $22,292.68 0 $0
2315 Walton Avenue 44 Mid rise 31,300 2 711 $873,000 $19,840.91 0 $0
686 Rosewood Street 29 Mid rise 21,975 5 758 $410,000 $14,137.93 6 $116,479
Total 414   336,775 60   $7,227,000 $17,456.52 6 $116,479

 

Source: Appraisal, unless otherwise indicated. 

(1)Based on the borrower rent roll dated July 2020.

 

The following table presents historical occupancy percentages at the FTERE Bronx Portfolio 6 Properties:

 

Historical Occupancy

 

12/31/2016(1)

12/31/2017(1)

12/31/2018(1)

12/31/2019(1)

July 2020(2)

99.3% 99.5% 99.6% 99.4% 98.8%
(1)Information obtained from the FTERE Bronx Portfolio 6 Borrowers.

(2)Information obtained from the borrower rent roll.

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

 

T-22 

 

 

Multifamily – Mid Rise Loan #2 Cut-off Date Balance:   $63,800,000
Property Addresses - Various FTERE Bronx Portfolio 6 Cut-off Date LTV:   67.3%
    U/W NCF DSCR:   1.85x
    U/W NOI Debt Yield:   7.7%

 

Operating History and Underwritten Net Cash Flow. The following table presents certain information relating to the operating history and underwritten net cash flow at the FTERE Bronx Portfolio 6 Portfolio Properties:

 

Cash Flow Analysis

 

  2017 2018 2019 TTM 6/30/2020 U/W(1) %(2) U/W $ per Unit
Gross Potential Rent $6,286,807 $6,570,033 $6,780,940 $6,505,161 $6,929,714 96.8% $16,738.44
Other Income(3) 0 0 0 0 232,392 3.2   561.33
Total Recoveries

0

0

0

0

0

0.0  

0.00

Net Rental Income $6,286,807 $6,570,033 $6,780,940 $6,505,161 $7,162,106 100.0% $17,299.77
Concessions 0 0 0 0 0 0.0 0.00
(Vacancy & Credit Loss)

0

0

0

-163,203

-2.4  

-394.21

Effective Gross Income $6,286,807 $6,570,033 $6,780,940 $6,505,161 $6,998,903 97.7% $16,905.56
               
Real Estate Taxes(4) 395,578 361,555 320,956 317,323 275,101 3.9  664.50
Insurance 238,529 323,783 329,426 329,771 327,500 4.7  791.06
Management Fee 137,776 131,400 135,620 128,597 209,967 3.0  507.17
Other Operating Expenses

1,296,150

1,298,008

1,264,688

1,261,380

1,292,267

18.5   

3121.42

Total Operating Expenses $2,068,033 $2,114,746 $2,050,690 $2,037,071 $2,104,835 30.1% $5,084.14
               
Net Operating Income $4,218,774 $4,455,287 $4,730,250 $4,468,090 $4,894,068 69.9% $11,821.42
Replacement Reserves 0 0 0 0 104,108 1.5   251.47
TI/LC

0

0

0

0

0

0.0  

0.00

Net Cash Flow $4,218,774 $4,455,287 $4,730,250 $4,468,090 $4,789,960 68.4% $11,569.95
               
NOI DSCR  1.63x 1.72x 1.83x 1.73x 1.89x    
NCF DSCR 1.63x 1.72x 1.83x 1.73x 1.85x    
NOI Debt Yield 6.6% 7.0% 7.4% 7.0% 7.7%    
NCF Debt Yield 6.6% 7.0% 7.4% 7.0% 7.5%    
(1)For the avoidance of doubt, no COVID specific adjustments have been made to the lender U/W.

(2)Represents (i) percent of Net Rental Income for all revenue fields, (ii) percent of Gross Potential Rent for Vacancy & Credit Loss and (iii) percent of Effective Gross Income for all other fields.

(3)Other Income is comprised of (i) rent paid by retail tenants ($141,979) and (ii) $90,413 associated with in place, applied for and intended to be applied for MCI program rent increases.

(4)Underwritten based on in-place, applied for and intended to be applied for J-51 tax abatements and exemptions.

 

Appraisal. The FTERE Bronx Portfolio 6 Properties were valued individually, with the individual values reflecting a cumulative “as-is” appraised value of $94,800,000. The appraisals are dated between February 27, 2020 and February 28, 2020.

 

Environmental Matters. According to Phase I environmental site assessments dated February 26, 2020, there was no evidence of any recognized environmental conditions at the FTERE Bronx Portfolio 6 Properties.

 

COVID-19 Update. As of September 1, 2020, the FTERE Bronx Portfolio 6 Mortgage Loan is current as of the September debt service payment and is not subject to any forbearance, modification or debt service relief request. The FTERE Bronx Portfolio 6 Borrowers submitted a forbearance/loan modification request on April 2, 2020, which included (i) forbearance of debt service payments through July 31, 2020, with the deferred payments due on the maturity date, (ii) a 50% reduction of interest payments from August 1, 2020 through December 31, 2020, with the remainder due on the maturity date, (iii) waiver of escrow deposits through December 31, 2020, (iv) release of escrow funds to be utilized for operation of the FTERE Bronx Portfolio 6 Properties, and (v) suspension of financial covenants and cash management or other consequences which might arise from such covenants. The request was formally withdrawn by the FTERE Bronx Portfolio 6 Borrowers on May 27, 2020. As of September 9, 2020, the borrower sponsor has reported that the FTERE Bronx Portfolio 6 Properties are all open and operating. The FTERE Bronx Portfolio 6 Properties have commercial space, which was 86.4% leased as of July 23, 2020. The commercial tenants include a church, axle repair shop, hair salon, restaurant and a deli. Due to the New York state guidelines, all of the commercial tenants with the exception of the deli were required to close on March 22, 2020. However, all of the commercial tenants have since re-opened with the exception of the church, which remains closed. As of September 9, 2020, the borrower sponsor reported that approximately 79.3% of the residential rent for August was collected and approximately 55.9% of commercial rent for August was collected. As of September 9, 2020, no tenants have requested rent relief.

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

 

T-23 

 

 

Multifamily – Mid Rise Loan #2 Cut-off Date Balance:   $63,800,000
Property Addresses - Various FTERE Bronx Portfolio 6 Cut-off Date LTV:   67.3%
    U/W NCF DSCR:   1.85x
    U/W NOI Debt Yield:   7.7%

 

Market Overview and Competition. The FTERE Bronx Portfolio 6 Properties are located in the Bronx, New York within the Bronx County submarket of the New York City residential market. According to the appraisals, as of the fourth quarter of 2019, the vacancy rate in the New York City residential market was approximately 3.9%, with average asking rents of $3,755 per unit and inventory of approximately 222,186 units. According to the appraisals, as of the fourth quarter of 2019, the vacancy rate in the Bronx County submarket was approximately 3.8%, with average asking rents of $1,400 per unit and inventory of approximately 13,168 units. Primary access to the FTERE Bronx Portfolio 6 Properties is provided by a number of major thoroughfares, public bus lines and numerous subway lines that connect the FTERE Bronx Portfolio 6 Properties to Manhattan. The FTERE Bronx Portfolio 6 neighborhood is located in a mixed-use area that supports residential, office, commercial and retail uses.

 

The following table presents certain information relating to the appraiser’s market rent conclusion for the FTERE Bronx Portfolio 6 Properties:

 

Market Rent Summary

 

Building Units(1) Avg. Size Avg.
Monthly In
Place Rent
per Unit(1)
Avg.
Monthly In
Place Rent
PSF(1)
Avg.
Monthly
Market Rent
per Unit
Avg.
Monthly
Market Rent
PSF
1473-1475 Sheridan Avenue 99 806 $1,340 $1.66 $1,740 $2.16
2515 Olinville Avenue 49 724 $1,470 $2.03 $1,661 $2.29
2305 University Avenue 53 1,102 $1,536 $1.39 $2,051 $1.86
2505 Olinville Avenue 48 792 $1,513 $1.91 $1,778 $2.25
3215 Holland Avenue 51 680 $1,332 $1.96 $1,536 $2.26
271 East 197th Street 41 905 $1,504 $1.66 $1,678 $1.85
2315 Walton Avenue 44 711 $1,297 $1.82 $1,531 $2.15
686 Rosewood Street 29 758 $1,328 $1.75 $1,520 $2.01

Source: Appraisal unless otherwise indicated.

(1)Based on the borrower rent roll dated July 2020.

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

 

T-24 

 

 

Multifamily – Mid Rise Loan #2 Cut-off Date Balance:   $63,800,000
Property Addresses - Various FTERE Bronx Portfolio 6 Cut-off Date LTV:   67.3%
    U/W NCF DSCR:   1.85x
    U/W NOI Debt Yield:   7.7%

 

The following table presents certain information relating to comparable rental properties to the 2515 Olinville Avenue, 2305 University Avenue, 2505 Olinville Avenue, 3215 Holland Avenue, 271 East 197th Street, 2315 Walton Avenue and 686 Rosewood Street properties:

 

Comparable Rental Properties (2515 Olinville Avenue, 2305 University Avenue, 2505 Olinville Avenue, 3215 Holland Avenue, 271 East 197th Street, 2315 Walton Avenue and 686 Rosewood Street)

 

Property Year Built # of Stories # Units Unit Mix Average SF per Unit Average Rent per Unit(1) Average Annual Rent PSF
2515 Olinville Avenue 1929 6 49

1BR

2BR

3BR

650

850

1,100

$1,432

$1,412

$1,820

$26.43

$19.94

$19.85

2305 University Avenue 1924 6 53

1BR

2BR

3BR

4BR

7BR

600

1,000

1,400

1,800

2,400

$1,242

$1,574

$1,780

$1,822

$1,796

$24.83

$18.89

$15.26

$12.15
$8.98

2505 Olinville Avenue 1928 6 48

1BR

2BR

3BR

700

900

1,100

$1,396

$1,682

$1,833

$23.94

$22.43

$20.00

3215 Holland Avenue 1929 6 51

Studio

1BR

2BR 

3BR

500

700

900

1,100

$1,168

$1,327

$1,692

$2,100

$28.03

$22.74

$22.56

$22.91

271 East 197th Street 1921 5 41

1BR

2BR  

700

1,100

$1,413

$1,590

$24.22

$17.35

2315 Walton Avenue 1938 6 44

Studio

1BR

2BR

3BR

500

800

1,100

1,400

$1,145

$1,353

$1,542

$2,098

$27.48

$20.30

$16.82

$17.98

686 Rosewood Street 1928 5 29

Studio

1BR

2BR  

525

750

975

$1,230

$1,277

$1,563

$28.12

$20.44

$19.24

2839 Bainbridge Avenue

Bronx

1922 5 30 1BR 600 $2,084 $41.68

2605 Marion Avenue

Bronx

1925 5 25

1BR

2BR

650

800

$1,675

$1,925

$30.92

$28.88

7 East Gun Hill Road 

Bronx

1923 5 38

1BR

2BR

3BR

500

800

1,100

$1,526

$2,012

$2,473

$36.62

$30.18

$26.98

308 East 209th Street

Bronx

 

1929 6 25

Studio

1BR

 

354

560

$1,077

$1,236

$36.51

$26.49

3339 Hull Ave

Bronx

 

1940 6 50

Studio

1BR

2BR

3BR

400

675

950

1,500

$1,354

$1,666

$1,839

$3,218

$40.62

$29.62

$23.23

$25.74

Source: Appraisal unless otherwise indicated. 

(1)Based on the borrower rent roll dated July 2020.

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

 

T-25 

 

 

Multifamily – Mid Rise Loan #2 Cut-off Date Balance:   $63,800,000
Property Addresses - Various FTERE Bronx Portfolio 6 Cut-off Date LTV:   67.3%
    U/W NCF DSCR:   1.85x
    U/W NOI Debt Yield:   7.7%

 

The following table presents certain information relating to comparable rental properties to the 1473-1475 Sheridan Avenue property:

 

Comparable Rental Properties (1473-1475 Sheridan Avenue)

 

Property Year Built # of Stories # Units Unit Mix Average SF per Unit Average Rent per Unit(1) Average Annual Rent PSF
1473-1475 Sheridan Avenue 1929 6 99

Studio

1BR

2BR

3BR

4BR

500

700

1,000

1,300

1,600

$1,146

$1,282

$1,660

$1,468

$1,485

$27.52

$21.98

$19.92 

$13.55

$11.14

Sherman Court

1240 Sherman Avenue

Bronx 

1927 7 58

1BR

2BR

550

650

$1,515

$1,701

$33.05

$31.40

1540 Walton Avenue

Bronx

1923 5 59

1BR

2BR

642

906

$1,701

$2,031

$31.79

$26.90

888 Grand Concourse

Bronx

1931 6 76

Studio

1BR

2BR

3BR

600

800

1,000 

1,200

$1,800

$2,200

$2,550

$3,200

$36.00

$33.00

$30.60

$32.00

930 Sheridan Avenue

Bronx

1951 7 83

Studio

1BR

542 

669

$1,699

$1,845

$37.62

$33.09

Source: Appraisal unless otherwise indicated. 

(1)Based on the borrower rent roll dated July 2020.

 

Escrows.

 

Taxes – The FTERE Bronx Portfolio 6 Mortgage Loan documents provide for an upfront reserve of approximately $55,192 for real estate taxes and ongoing monthly deposits into a reserve for real estate taxes in an amount equal to 1/12 of the real estate taxes that the lender estimates will be payable during the next twelve months (initially $32,378).

 

Insurance – The FTERE Bronx Portfolio 6 Mortgage Loan documents provide for monthly deposits into a reserve for insurance premiums in an amount equal to 1/12 of the insurance premiums that the lender estimates will be payable for the renewal of coverage upon the expiration of the insurance policies; provided that such monthly deposits are not required so long as (i) no event of default has occurred and is continuing, (ii) the liability and casualty insurance coverage for each of the FTERE Bronx Portfolio 6 Properties is included in a blanket policy approved by the lender in its reasonable discretion, and (iii) the FTERE Bronx Portfolio 6 Borrowers provide the lender with evidence of payment of the insurance premiums and renewals of the insurance policies, no later than ten days prior to the expiration of the current policy.

 

Recurring Replacements Reserve – The FTERE Bronx Portfolio 6 Mortgage Loan documents provide for monthly deposits of approximately $8,676 into a reserve for approved capital expenditures.

 

J-51 Exemption Reserve – The FTERE Bronx Portfolio 6 Mortgage Loan documents provide for an upfront reserve of $900,000 (the “J-51 Exemption Funds”) with respect to the applied for or intended to be applied for J-51 tax exemptions, J-51 tax abatements, and/or material capital improvement program rent increases, as applicable for the FTERE Bronx Portfolio 6 Properties. The J-51 Exemption Funds are required to be released to the related FTERE Bronx Portfolio 6 Borrowers upon: (a) the lender’s receipt of not more than two written requests from the FTERE Bronx Portfolio 6 Borrowers on or prior to September 17, 2021 to release all or a portion of the J-51 Exemption Funds, and (b) satisfaction of the applicable J-51 Exemption Funds Release Conditions (as defined below). Any J-51 Exemption Funds not disbursed to the FTERE Bronx Portfolio 6 Borrowers on or prior to September 17, 2021 may at the lender’s discretion be retained and applied by the lender to the prepayment of the FTERE Bronx Portfolio 6 Mortgage Loan. Such prepayment is subject to payment of a prepayment premium equal to 3% of the amount prepaid. In the event any J-51 Exemption Funds have not been released on or before September 17, 2021, the FTERE Bronx Portfolio 6 Borrowers will have one 6-month extension to satisfy the J-51 Exemption Funds Release Conditions, so long as, prior to September 17, 2021, the FTERE Bronx Portfolio 6 Borrowers provide the lender with a credit enhancement in the form of cash or a letter of credit in the remaining undisbursed amount of the J-51 Exemption Funds.

 

“J-51 Exemption Funds Release Conditions” means with respect to the release of all or a portion of the J-51 Exemption Funds: (a) (i) the New York City Department of Finance has approved the FTERE Bronx Portfolio 6 Borrowers’ J-51 Exemption and/or Abatement application, and/or (ii) the lender is in receipt of reasonably satisfactory evidence that the State of New York Division of Housing and Community Renewal has approved the FTERE Bronx Portfolio 6 Borrowers’ application for a major capital improvement program rent increase, and (b) the lender has determined in its sole reasonable discretion that the underwritten net operating income (as calculated pursuant to the loan documents) divided by the outstanding principal balance of the FTERE Bronx Portfolio 6 Mortgage Loan after giving effect to the disbursement (i.e. treating non-disbursed funds as not outstanding) is equal to or greater than 7.5%.

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

 

T-26 

 

 

Multifamily – Mid Rise Loan #2 Cut-off Date Balance:   $63,800,000
Property Addresses - Various FTERE Bronx Portfolio 6 Cut-off Date LTV:   67.3%
    U/W NCF DSCR:   1.85x
    U/W NOI Debt Yield:   7.7%

 

Lockbox and Cash Management. The FTERE Bronx Portfolio 6 Mortgage Loan is structured with a springing lockbox and springing cash management. Upon the first occurrence of a Cash Sweep Event Period (as defined below), the FTERE Bronx Portfolio 6 Borrowers are required to establish and maintain a lockbox account for the benefit of the lender, to direct all commercial tenants of the FTERE Bronx Portfolio 6 Properties to deposit rent directly into such lockbox account, and to deposit, or cause to be deposited, all rents from residential tenants of the FTERE Bronx Portfolio 6 Properties into such lockbox account within one business day of receipt. Upon the first occurrence of a Cash Sweep Event Period, the lender is required to establish, and the FTERE Bronx Portfolio 6 Borrowers are required to cooperate with the cash management bank to establish, a lender-controlled cash management account, into which all funds in the lockbox account will be required to be deposited, so long as the Cash Sweep Event Period is continuing. During the continuance of a Cash Sweep Event Period, provided no event of default under the FTERE Bronx Portfolio 6 Mortgage Loan documents is continuing, all funds in the cash management account are required to be applied on each monthly payment date: (i) to make the monthly deposits into the real estate tax and insurance reserves, if any, as described above under “Escrows and Reserves,” (ii) to pay debt service on the FTERE Bronx Portfolio 6 Mortgage Loan, (iii) to make the monthly deposit into the Recurring Replacements Reserve as described above under “Escrows and Reserves,” (iv) to pay operating expenses set forth in the annual budget (which is required to be approved by the lender) and lender-approved extraordinary expenses, and (v) to deposit any remainder into an excess cash flow subaccount to be held as additional security for the FTERE Bronx Portfolio 6 Mortgage Loan during the continuance of such Cash Sweep Event Period. If no Cash Sweep Event Period is continuing, all funds in the excess cash flow subaccount are required to be disbursed to the FTERE Bronx Portfolio 6 Borrowers. Notwithstanding the foregoing, any amounts on deposit in the excess cash flow subaccount as a result of a Cash Sweep Event Period triggered by clause (ii) of the definition of Cash Sweep Event Period, are required to be held as additional collateral for the FTERE Bronx Portfolio 6 Mortgage Loan until the FTERE Bronx Portfolio 6 Borrowers provide evidence reasonably satisfactory to the lender that the loan-to-value ratio (without taking into account the funds held in the excess cash flow subaccount) is not more than 67.3%.

 

“Cash Sweep Event Period” means a period:

(i)commencing upon an event of default under the FTERE Bronx Portfolio 6 Mortgage Loan documents and ending upon the cure, if applicable, of such event of default, or

(ii)commencing upon, if the J-51 Exemption Funds Release Conditions have not been satisfied, September 17, 2021 and ending on the date that the loan-to-value ratio (based upon $63,800,000 as the loan amount) is 67.3%. Notwithstanding the foregoing, the FTERE Bronx Portfolio 6 Borrowers shall have the right, but not the obligation, to end a Cash Sweep Event Period commenced in connection with this clause (ii) by depositing with the lender a cash deposit or a letter of credit in an amount equal to the remaining undisbursed amount of the J-51 Exemption Reserve. Such cash deposit or letter of credit will continue to be held as additional collateral for the FTERE Bronx Portfolio 6 Mortgage Loan until the FTERE Bronx Portfolio 6 Borrowers provide evidence reasonably satisfactory to the lender that the loan-to-value ratio (without taking into account such cash deposit or letter of credit) is not more than 67.3%.

 

Property Management. The FTERE Bronx Portfolio 6 is managed by Finkelstein Timberger LLC, a borrower sponsor affiliate.

 

Partial Release. After the expiration of the defeasance lockout period and prior to the monthly payment date occurring in October 2029, the FTERE Bronx Portfolio 6 Borrowers have the right to obtain a release of any one or more individual FTERE Bronx Portfolio 6 Properties, provided no event of default is continuing and subject to the conditions set forth in the FTERE Bronx Portfolio 6 Mortgage Loan documents, including, among others, (1) partial defeasance of the FTERE Bronx Portfolio 6 Mortgage Loan in a principal amount equal to 110% of the allocated loan amount for the individual FTERE Bronx Portfolio 6 Property being released, provided, however, that upon the written request of the FTERE Bronx Portfolio 6 Borrowers and subject to the lender’s receipt of an updated appraisal, the applicable release amount may be 100% of such allocated loan amount so long as (x) the loan-to-value ratio with respect to all remaining FTERE Bronx Portfolio 6 Properties is not greater than 55.0% and (y) the debt yield with respect to all remaining FTERE Bronx Portfolio 6 Properties is not less than 8.50%, (2) after giving effect to the partial defeasance, the debt yield of the remaining FTERE Bronx Portfolio 6 Properties is greater than the greater of the debt yield immediately prior to the partial defeasance and 7.50%, and (3) certain REMIC-related conditions are satisfied.

 

Real Estate Substitution. Not permitted.

 

Subordinate and Mezzanine Indebtedness. Not permitted.

 

Letter of Credit. The FTERE Bronx Portfolio 6 Borrowers have the right, but not the obligation, (x) to end a Cash Sweep Event Period commenced in connection with clause (ii) of the definition of Cash Sweep Event Period by depositing with the lender a letter of credit in an amount equal to the remaining undisbursed amount of the J-51 Exemption Reserve, as described above and (y) to post a letter of credit in connection with an extension of the deadline for satisfaction of the J-51 Exemption Funds Release Conditions.

 

Ground Lease. None.

 

Right of First Offer / Right of First Refusal. None.

 

Terrorism Insurance. The FTERE Bronx Portfolio 6 Borrowers are required to obtain and maintain an “all risk” property insurance policy that covers perils of terrorism and acts of terrorism in an amount equal to the “full replacement cost” of the FTERE Bronx Portfolio 6 Properties together with business income insurance covering not less than the 18-month period commencing at the time of loss, together with an extended period of indemnity endorsement of up to six months. Notwithstanding the foregoing, for so long as the

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

 

T-27 

 

 

Multifamily – Mid Rise Loan #2 Cut-off Date Balance:   $63,800,000
Property Addresses - Various FTERE Bronx Portfolio 6 Cut-off Date LTV:   67.3%
    U/W NCF DSCR:   1.85x
    U/W NOI Debt Yield:   7.7%

 

Terrorism Risk Insurance Act of 2002, as extended and modified by the Terrorism Risk Insurance Program Reauthorization Act of 2015 (“TRIPRA”) is in effect (including any extensions thereof or if another federal governmental program is in effect relating to “acts of terrorism” which provides substantially similar protections as TRIPRA), the lender is required to accept terrorism insurance which covers against “covered acts” as defined by TRIPRA (or such other program) as full compliance with the loan documents, but only in the event that TRIPRA (or such other program) continues to cover both domestic and foreign acts of terrorism. See “Risk Factors—Risks Relating to the Mortgage Loans—Terrorism Insurance May Not Be Available for All Mortgaged Properties” in the Preliminary Prospectus.

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

 

T-28 

 

 

Mixed Use – Office/Retail Loan # 3 Cut-off Date Balance:   $60,000,000

711 Fifth Avenue

New York, NY 10022

711 Fifth Avenue

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

 

54.5%

2.90x

9.4%

 

 

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

 

T-29 

 

Mixed Use – Office/Retail Loan # 3 Cut-off Date Balance:   $60,000,000

711 Fifth Avenue

New York, NY 10022

711 Fifth Avenue

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

 

54.5%

2.90x

9.4%

 

 

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

 

T-30 

 

No. 3 – 711 Fifth Avenue
 
Mortgage Loan Information   Mortgaged Property Information
Mortgage Loan Seller: Bank of America, National Association   Single Asset/Portfolio: Single Asset

Credit Assessment

(Fitch/KBRA/Moody’s):

[NR/NR/NR]   Property Type – Subtype: Mixed Use – Office/Retail
Original Principal Balance(1): $60,000,000   Location: New York, NY
Cut-off Date Balance(1): $60,000,000   Size: 340,024 SF
% of Initial Pool Balance: 8.3%   Cut-off Date Balance Per SF(1): $1,603
Loan Purpose: Refinance   Maturity Date Balance Per SF(1): $1,603
Borrower Sponsors: Bayerische Versorgungskammer; Deutsche Finance America LLC; DF Deutsche Finance Holding AG; Hessen Lawyers Pension Fund   Year Built/Renovated: 1927/2019
Guarantor(2): 711 Fifth Ave Principal Owner LLC   Title Vesting: Fee
Mortgage Rate: 3.1600%   Property Manager: SHVO Property Management, LLC (borrower-related); Jones Lang LaSalle Americas, Inc.
Note Date: March 6, 2020   Current Occupancy (As of): 76.5% (1/31/2020)
Seasoning: 6 months   YE 2019 Occupancy: 66.9%
Maturity Date: March 6, 2030   YE 2018 Occupancy: 67.4%
IO Period: 120 months   YE 2017 Occupancy: 73.7%
Loan Term (Original): 120 months   As-Is Appraised Value(6): $1,000,000,000
Amortization Term (Original): NAP   As-Is Appraised Value Per SF: $2.,941
Loan Amortization Type: Interest-only, Balloon   As-Is Appraisal Valuation Date: January 23, 2020
Call Protection(3): L(30),D(83),O(7)      
Lockbox Type: Hard/Springing Cash Management   Underwriting and Financial Information(7)
Additional Debt(1)(4): Yes   TTM (3/31/2020) NOI: $47,288,255

Additional Debt Type

(Balance) (1) (4):

Pari Passu ($485,000,000/ Future Mezzanine   YE 2019 NOI: $48,596,349
      YE 2018 NOI: $44,088,566
      YE 2017 NOI: $45,365,518
      U/W Revenues: $74,193,553
      U/W Expenses: $22,888,769
Escrows and Reserves(5)   U/W NOI: $51,304,783
  Initial Monthly Cap   U/W NCF: 50,675,427
Taxes $0 Springing NAP   U/W DSCR based on NOI/NCF(1): 2.94x / 2.90x
Insurance $0 Springing NAP   U/W Debt Yield based on NOI/NCF(1): 9.4% / 9.3%
Replacement Reserve $0 Springing $170,012   U/W Debt Yield at Maturity based on NOI/NCF(1): 9.4% / 9.3%
TI/LC Reserve $0 Springing $1,020,027   Cut-off Date LTV Ratio(1): 54.5%
Unfunded Obligations Reserve $1,048,024 $0 NAP   LTV Ratio at Maturity(1): 54.5%
               
Sources and Uses
Sources         Uses      
Original Whole loan amount(1) $545,000,000   90.0%   Loan payoff(8) $598,153,683   98.8%
Borrower Equity 60,294,721   10.0   Closing Costs 4,093,014   0.7
          Reserves(9) 3,048,024   0.5
Total Sources $605,294,721   100.0%   Total Uses $605,294,721   100.0%
(1)The Cut-off Date Balance Per SF, Maturity Date Balance Per SF, U/W DSCR based on NOI/NCF, U/W Debt Yield based on NOI/NCF, U/W Debt Yield at Maturity based on NOI/NCF, Cut-off Date LTV Ratio and LTV Ratio at Maturity numbers presented above are based on the 711 Fifth Avenue Whole Loan (as defined below).
(2)711 Fifth Ave Principal Owner LLC is the single purpose entity borrower. There is no separate non-recourse carveout guarantor or environmental indemnitor for the 711 Fifth Avenue Whole Loan.
(3)Defeasance of the 711 Fifth Avenue Whole Loan is permitted at any time after the earlier to occur of (a) the end of the two-year period commencing on the closing date of the securitization of the last portion of the 711 Fifth Avenue Whole Loan to be securitized and (b) March 6, 2023. The assumed prepayment lockout period of 30 payments is based on the closing date of this transaction in September 2020.
(4)See “Subordinate and Mezzanine Indebtedness” below for a further discussion of future mezzanine debt.
(5)See “Escrows” section.
(6)The Appraised Value represents the “As-Is” Value, which includes the appraiser’s extraordinary assumption that the 711 Fifth Avenue Whole Loan borrower sponsors have invested approximately $13.5 million in renovation costs for upgrades to the office lobby entrance, building mechanical systems, elevator cabs and general base building work for the vacant office space within the 711 Fifth Avenue Property (as defined below). The renovations have not been completed and are not required under the loan documents.
(7)All NOI and NCF information, as well as the appraised value, were determined prior to the emergence of the novel coronavirus, and the economic disruption resulting from measures to combat the coronavirus, and all DSCR, LTV and Debt Yield metrics were calculated, and the 711 Fifth Avenue Whole Loan was underwritten, based on such prior information. See “Risk FactorsRisks Related to Market Conditions and Other External FactorsThe Coronavirus Pandemic Has Adversely Affected the Global Economy and Will Likely Adversely Affect the Performance of the Mortgage Loans” in the Preliminary Prospectus.
(8)The 711 Fifth Avenue Property was purchased by the 711 Fifth Avenue Whole Loan borrower sponsors in September 2019 for approximately $955 million.
(9)Reserves include a $2,000,000 reserve that was taken at loan origination pending the issuance of the 711 Fifth Avenue Property’s temporary certificate of occupancy. The 711 Fifth Avenue Borrower obtained a new temporary certificate of occupancy in April 2020, and the $2,000,000 has been disbursed to the 711 Fifth Avenue Borrower.

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

 

T-31 

 

Mixed Use – Office/Retail Loan # 3 Cut-off Date Balance:   $60,000,000

711 Fifth Avenue

New York, NY 10022

711 Fifth Avenue

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

 

54.5%

2.90x

9.4%

 

The Mortgage Loan. The mortgage loan (the “711 Fifth Avenue Mortgage Loan”) is part of a whole loan (the “711 Fifth Avenue Whole Loan”) that is evidenced by 21 pari passu promissory notes in the aggregate original principal amount of $545,000,000. The 711 Fifth Avenue Whole Loan is secured by a first priority fee mortgage encumbering a 340,024 square feet mixed use building located in New York, New York (the “711 Fifth Avenue Property”). The 711 Fifth Avenue Whole Loan was co-originated by Goldman Sachs Bank USA and Bank of America, National Association. The 711 Fifth Avenue Mortgage Loan is evidenced by the non-controlling promissory Note A-2-1 in the original principal amount of $60,000,000. The remaining promissory notes comprising the 711 Fifth Avenue Whole Loan (the “711 Fifth Avenue Non-Serviced Pari Passu Companion Loans”) are summarized in the below table and either have been or are expected to be contributed to future securitization transactions. The 711 Fifth Avenue Whole Loan is being serviced pursuant to the pooling and servicing agreement for the GSMS 2020-GC47 securitization trust. See “Description of the Mortgage Pool—The Whole Loans—The Non-Serviced Pari Passu Whole Loans” and “Pooling and Servicing Agreement” in the Preliminary Prospectus.

 

Note Summary

 

Notes Original Balance Cut-off Date Balance Note Holder Controlling Piece
A-1-1 $50,000,000 $50,000,000 GSMS 2020-GC47 Yes
A-1-2 $50,000,000 $50,000,000 Goldman Sachs Bank USA No
A-1-3 $50,000,000 $50,000,000 Goldman Sachs Bank USA No
A-1-4 $50,000,000 $50,000,000 Goldman Sachs Bank USA No
A-1-5 $50,000,000 $50,000,000 Goldman Sachs Bank USA No
A-1-6 $20,000,000 $20,000,000 JPMDB 2020-COR7 No
A-1-7 $20,000,000 $20,000,000 JPMDB 2020-COR7 No
A-1-8 $20,000,000 $20,000,000 Benchmark 2020-B18 No
A-1-9 $20,000,000 $20,000,000 Benchmark 2020-B18 No
A-1-10 $12,500,000 $12,500,000 GSMS 2020-GC47 No
A-1-11 $10,000,000 $10,000,000 DBJPM 2020-C9 No
A-1-12 $10,000,000 $10,000,000 DBJPM 2020-C9 No
A-1-13 $5,000,000 $5,000,000 Benchmark 2020-B18 No
A-1-14 $5,000,000 $5,000,000 DBJPM 2020-C9 No
A-1-15 $5,000,000 $5,000,000 Goldman Sachs Bank USA No
A-1-16 $2,500,000 $2,500,000 Goldman Sachs Bank USA No
A-1-17 $1,500,000 $1,500,000 Goldman Sachs Bank USA No
A-2-1 $60,000,000 $60,000,000 BANK 2020-BNK28 No
A-2-2 $43,000,000 $43,000,000 BANK 2020-BNK27 No
A-2-3 $40,500,000 $40,500,000 Bank of America, N.A. No
A-2-4 $20,000,000 $20,000,000 Bank of America, N.A. No
Total (Whole Loan) $545,000,000 $545,000,000    

 

The Borrower and Borrower Sponsors. The borrower is 711 Fifth Ave Principal Owner LLC, a Delaware limited liability company that is structured to be bankruptcy-remote with at least two independent directors (the “711 Fifth Avenue Borrower”). There is no nonrecourse carve-out guarantor or separate environmental indemnitor with respect to the 711 Fifth Avenue Whole Loan.

 

As of the 711 Fifth Avenue Whole Loan origination date, the borrower sponsors are one or more of (a) Bayerische Versorgungskammer (“BVK”), (b) Deutsche Finance America LLC and/or DF Deutsche Finance Holding AG (together, “DFA”) and/or (c) Hessen Lawyers Pension Fund. These entities collectively have acquired five other assets located in major cities. BVK, a public-law pension group in Germany, managed 12 independent professional and municipal pension funds with a total of 2.3 million policyholders and pension recipients, €4.8 billion in annual contributions and reimbursement income, and approximately €3.4 billion in annual pension payments as of December 31, 2018. BVK managed a total investment volume of €77 billion by book value as of December 31, 2018. DFA, the American private equity arm of Deutsche Finance Group, was established in 2018 and has acquired 11 properties with a total capitalization of over $3.1 billion as of April 21, 2020. Hessen Lawyers Pension Fund is the pension fund for the German state of Hessen, with approximately €4.12 billion assets under management as of February 29, 2020.

 

COVID Update. The 711 Fifth Avenue Whole Loan is current as of the September debt service payment, and as of September 12, 2020, is not subject to any forbearance, modification or debt service relief request. As of September 12, 2020, the 711 Fifth Avenue Property is open and operating. The lender approved a lease amendment for The Swatch Group, which provided for a 50% base rent reduction for the months of April, May and June 2020, half of which deferred rent is required to be repaid by December 31, 2020 and the other half by March 31, 2021. The Swatch Group has paid the reduced rent due through June 2020 in accordance with the lease amendment and is current with full rental payments for July and August 2020.

 

The Property.

 

The 711 Fifth Avenue Property is an 18-story, 340,024 square feet mixed use building with an office component (levels 4 – 18; 286,226 square feet) and a retail component (levels B – 3; 53,798 square feet) located in Midtown Manhattan on the corner of Fifth Avenue and East 55th Street. The 711 Fifth Avenue Property was originally constructed in 1927 and has undergone approximately $26.6 million of various capital improvements from 2013 through mid-2019. Major capital improvements include a 6th floor corridor upgrade, 14th floor roof replacement, main roof replacement, 4th and 9th floor renovations, and elevator modernization. Based on the underwritten

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

 

T-32 

 

Mixed Use – Office/Retail Loan # 3 Cut-off Date Balance:   $60,000,000

711 Fifth Avenue

New York, NY 10022

711 Fifth Avenue

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

 

54.5%

2.90x

9.4%

 

rent roll dated January 31, 2020, the 711 Fifth Avenue Property is currently 76.5% leased to a diverse tenant roster including banking (SunTrust Banks), fashion (Ralph Lauren Retail Inc. (“Ralph Lauren”) and The Swatch Group (U.S.) Inc. (“The Swatch Group”)), luxury goods (Loro Piana USA) and finance (Allen & Company).

 

Office (84.4% of NRA; 21.5% of underwritten base rent)

 

The Class A office space at the 711 Fifth Avenue Property is currently 72.3% occupied by five tenants that collectively contribute 21.5% of underwritten base rent. The three largest office tenants are SunTrust Banks, Allen & Company and Loro Piana USA.

 

SunTrust Banks (84,516 square feet, 24.9% of NRA, 8.9% of underwritten rent). SunTrust Banks’ (A+ / A3 by Fitch/Moody’s) primary businesses include deposits, lending, credit cards, and trust and investment services. Through its various subsidiaries, the bank provides corporate and investment banking, capital market services, mortgage banking, and wealth management. SunTrust Banks has been a tenant at the 711 Fifth Avenue Property since 2004 and has expanded several times. The lease requires annual rent of $5,923,390, expires on April 30, 2024 and includes one five-year renewal option.

 

Allen & Company (70,972 square feet, 20.9% of NRA, 7.4% of underwritten rent). The 711 Fifth Avenue Property serves as Allen & Company LLC’s headquarters. Allen & Company LLC is a privately held boutique investment bank, which specializes in real estate, technology, media and entertainment. Allen & Company has been a tenant at the 711 Fifth Avenue Property since 1985 and has expanded several times. The lease requires annual rent of $4,948,540, expires on September 30, 2033 and includes one five-year renewal option.

 

Loro Piana USA (24,388 square feet, 7.2% of NRA, 2.6% of underwritten rent). Loro Piana USA is an Italian fabrics and clothing company specializing in high-end, luxury cashmere and wool products. Loro Piana has been a tenant the 711 Fifth Avenue Property since 2005. The lease requires annual rent of $1,740,900, expires on August 31, 2025 and includes one five-year renewal option. Loro Piana USA is entitled to the return of an unused tenant improvement allowance in the amount of $541,071 as of the loan origination date, which has been fully reserved by the lender.

 

Retail (15.6% of NRA; 78.5% of underwritten base rent)

 

The 52,912 square feet of multi-level retail space at the 711 Fifth Avenue Property is currently leased by Ralph Lauren and The Swatch Group that collectively contribute 78.5% of underwritten base rent. The 711 Fifth Avenue Whole Loan is structured with a cash flow sweep if either Ralph Lauren or The Swatch Group terminates its lease, vacates or provides notice of its intent to vacate, fails to renew its lease at least 36 months prior to its lease expiration date, if Ralph Lauren Corporation fails to maintain its investment grade rating, or if The Swatch Group goes dark. See “Lockbox and Cash Management” below.

 

Ralph Lauren (38,638 square feet, 11.4% of NRA, 41.1% of underwritten rent). The 711 Fifth Avenue Property served as Ralph Lauren’s former flagship; however, since April 2017 the majority of its space has been dark and is available for sublease. Ralph Lauren continues to operate the Polo Bar restaurant (7,436 square feet of the total Ralph Lauren 38,638 square feet) at this location and continues to be obligated to pay rent for its entire leased space. The lease requires annual rent of $27,500,000 plus a rent increase to $30,000,000 in April 2024, expires on June 30, 2029 and includes two five-year renewal options. The lease is guaranteed by Ralph Lauren Corporation (A3 / A- by Moody’s/S&P).

 

The Swatch Group (U.S.) Inc. (14,274 square feet, 4.2% of NRA, 37.3% of underwritten rent). The Swatch Group engages in the design, manufacture, and sale of finished watches, jewelry as well as watch movements and components. It operates through two segments including, Watches and Jewelry, and Electronic Systems. The Watches and Jewelry segment designs, produces, and markets watches and jewelry. The Electronic Systems segment develops, manufactures, and sells electronic components and sports timing activities. The Swatch Group has occupied space in the 711 Fifth Avenue Property since 2011, and brands that are currently represented at the 711 Fifth Avenue Property include Omega and Jaquet Droz. The lease requires annual rent of $23,343,746, and expires on December 31, 2029 and includes one five-year renewal option.

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

 

T-33 

 

Mixed Use – Office/Retail Loan # 3 Cut-off Date Balance:   $60,000,000

711 Fifth Avenue

New York, NY 10022

711 Fifth Avenue

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

 

54.5%

2.90x

9.4%

 

The following table presents certain information relating to the tenancy at the 711 Fifth Avenue Property:

 

Major Tenants

 

Tenant Name Credit Rating (Moody’s/
S&P/
Fitch)(1)
Tenant
NRSF
% of
NRSF
Annual U/W Base Rent PSF Annual
U/W Base Rent
% of Total Annual U/W Base Rent Lease
Expiration
Date
Extension
Options

Term. 

Option (Y/N)

Major Office Tenants                
SunTrust Banks A3/NR/A+ 84,516 24.9% $70.09 $5,923,390 8.9% 4/30/2024 1, 5-year N
Allen & Company NR/NR/NR 70,972 20.9% $69.73 $4,948,540 7.4% 9/30/2033 1, 5-year N
Loro Piana USA (2) NR/NR/NR 24,388 7.2% $71.38 $1,740,900 2.6% 8/31/2025 1, 5-year N
Major Office Subtotal/Wtd. Avg.   179,876 52.9% $70.12 $12,612,830 18.9%      
                   
Retail Tenants                  
Ralph Lauren(3) A3/A-/NR 38,638 11.4% $712.36 $27,523,994 41.1% 6/30/2029 2, 5-year N
The Swatch Group NR/NR/NR 14,274 4.2% $1,749.81 $24,976,738 37.3% 12/31/2029 1, 5-year N
Retail Subtotal/Wtd. Avg. 52,912 15.6% $992.23 $52,500,732 78.5%      
                 
Other Office Tenants(4) 27,169 8.0% $65.63 $1,783,202 2.7%      
                 
Occupied Collateral Total 259,957 76.5% $257.34 $66,896,764 100.0%      
                 
Vacant Space 80,067 23.5%            
                 
Collateral Total 340,024 100.0%            
                   
(1)Certain ratings are those of the parent company whether or not the parent company guarantees the lease.
(2)Loro Piana USA is entitled to the return of an unused tenant improvement allowance in the amount of $541,071 as of the loan origination date, which has been fully reserved by the lender.
(3)Currently, the Ralph Lauren spaces totaling 31,202 square feet are dark and available for sublease. The tenant continues to be obligated to pay rent on its entire leased space (38,638 square feet) and continues to operate the Polo Bar space of 7,436 square feet at the 711 Fifth Avenue Property.
(4)Includes non-revenue spaces of 2,330 square feet attributable to the property management office, 1,042 square feet, attributable to the building security office and 563 square feet attributable to the porter locker room.

 

The following table presents certain information relating to the lease rollover schedule at the 711 Fifth Avenue Property:

 

Lease Expiration Schedule(1)(2)

 

Year Ending
 December 31,
No. of Leases Expiring Expiring NRSF % of Total NRSF Cumulative Expiring NRSF Cumulative % of Total NRSF Annual
 U/W
Base Rent(3)
% of Total Annual U/W Base Rent Annual
 U/W
Base Rent
 PSF(3)
MTM 0 0 0.0% 0 0.0% $0 0.0% $0.00
2020 0 0 0.0% 0 0.0% $0 0.0% $0.00
2021 0 0 0.0% 0 0.0% $0 0.0% $0.00
2022 0 0 0.0% 0 0.0% $0 0.0% $0.00
2023 1 6,034 1.8% 6,034 1.8% $404,278 0.6% $67.00
2024 6 84,516 24.9% 90,550 26.6% $5,923,390 8.9% $70.09
2025 2 24,388 7.2% 114,938 33.8% $1,740,900 2.6% $71.38
2026 0 0 0.0% 114,938 33.8% $0 0.0% $0.00
2027 1 17,200 5.1% 132,138 38.9% $1,378,924 2.1% $80.17
2028 0 0 0.0% 132,138 38.9% $0 0.0% $0.00
2029 12 52,912 15.6% 185,050 54.4% $52,500,732 78.5% $992.23
2030 0 0 0.0% 185,050 54.4% $0 0.0% $0.00
Thereafter(4) 8 74,907 22.0% 259,957 76.5% $4,948,540 7.4% $66.06
Vacant 0 80,067 23.5% 340,024 100.0% $0 0.0% $0.00
Total/Wtd. Avg. 30 340,024 100.0%     $66,896,764 100.0% $257.34
(1)Information obtained from the underwritten rent roll.
(2)Certain tenants may have lease termination options that are exercisable prior to the originally stated expiration date of the subject lease and that are not considered in the Lease Expiration Schedule.
(3)Total/Wtd. Avg. Annual U/W Base Rent and Annual U/W Base Rent PSF exclude vacant space.
(4)Includes non-revenue spaces of 2,330 square feet attributable to the property management office, 1,042 square feet attributable to the building security office and 563 square feet attributable to the porter locker room.

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

 

T-34 

 

Mixed Use – Office/Retail Loan # 3 Cut-off Date Balance:   $60,000,000

711 Fifth Avenue

New York, NY 10022

711 Fifth Avenue

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

 

54.5%

2.90x

9.4%

 

The following table presents historical occupancy percentages at the 711 Fifth Avenue Property:

 

Historical Occupancy

 

12/31/2016(1)   12/31/2017(1)   12/31/2018(1)   1/31/2020(2)  
79.9%   73.7%   67.4%   76.5%  
(1)Information obtained from the borrower.
(2)Information obtained from the underwritten rent roll.

 

Operating History and Underwritten Net Cash Flow. The following table presents certain information relating to the operating history and underwritten net cash flow at the 711 Fifth Avenue Property:

 

Cash Flow Analysis

 

    2017   2018   2019   TTM 3/31/2020   U/W(1)   %(2)   U/W $ per SF  
Gross Potential Rent(3)   62,203,861   62,674,468   69,173,907   68,676,500   81,502,159   99.5%   $239.70  
Other Income    519,693    364,227    389,683    383,754    371,484   0.5   1.09  
Net Rental Income   $62,723,554   $63,038,695   $69,563,590   $69,060,254   $81,873,643   100.0%   $240.79  
(Vacancy & Credit Loss)(4)   0   0   0   0   (7,680,090)   (9.4)   (22.59)  
Effective Gross Income    $62,723,555    $63,038,695    $69,563,590    $69,060,254    $74,193,553   90.6%   $218.20  
                               
Real Estate Taxes    10,681,050    12,447,809    14,418,934    15,002,663    15,276,427   20.6   44.93  
Insurance    471,957    661,832    663,547    681,765    738,333   1.0   2.17  
Management Fee   125,000   125,000   625,304   1,200,767   1,000,000   1.3   2.94  
Other Operating Expenses   6,080,030   5,715,488   5,259,456   4,886,803   5,874,009   7.9   17.28  
Total Operating Expenses   $17,358,037   $18,950,129   $20,967,241   $21,771,999    $22,888,769   30.9%   $67.32  
                               
Net Operating Income   $45,365,518    $44,088,566   $48,596,349   $47,288,255    $51,304,783   69.1%   $150.89  
Replacement Reserves   0   0   0   0   85,006   0.1   1.60  
TI/LC   0   0   0   0   544,350   0.7   0.25  
Net Cash Flow    $45,365,518    $44,088,566    $48,596,349    $47,288,255    $50,675,427   68.3%   $149.03  
                               
NOI DSCR(5)   2.60x   2.52x   2.78x   2.71x   2.94x          
NCF DSCR(5)   2.60x   2.52x   2.78x   2.71x   2.90x          
NOI Debt Yield(5)   8.3%   8.1%   8.9%   8.7%   9.4%          
NCF Debt Yield(5)   8.3%   8.1%   8.9%   8.7%   9.3%          
(1)For the avoidance of doubt, no COVID-19 specific adjustments have been made to the lender’s underwriting.
(2)Represents (i) percent of Net Rental Income for all revenue fields, (ii) percent of Gross Potential Rent for Vacancy & Credit Loss and (iii) percent of Effective Gross Income for all other fields.
(3)U/W Gross Potential Rent includes contractual rent steps of $1,962,475 underwritten for various tenants through January 31, 2021. For investment grade tenants, the present value of the incremental rent steps over the lease term is applied using a discount rate of 7.0%.
(4)The underwritten economic vacancy is 9.4%. The 711 Fifth Avenue Property was 76.5% occupied as of January 31, 2020.
(5)The debt service coverage ratios and debt yields are based on the 711 Fifth Avenue Whole Loan.

 

Appraisal. The appraiser concluded to an “as-is” Appraised Value for the 711 Fifth Avenue Property of $1,000,000,000 as of January 23, 2020 which includes the extraordinary assumption that the 711 Fifth Avenue Whole Loan borrower sponsors have invested approximately $13.5 million in renovation costs for upgrades to the office lobby entrance, building mechanical systems, elevator cabs and general base building work for the vacant office space within the 711 Fifth Avenue Property. The renovations have not been completed and are not required under the loan documents.

 

Environmental Matters. According to the Phase I environmental site assessment dated February 3, 2020, there was no evidence of any recognized environmental conditions at the 711 Fifth Avenue Property.

 

Market Overview and Competition. The 711 Fifth Avenue Property is located along the northeast corner of West 55th Street within the Plaza District office submarket of Midtown and the Upper Fifth Avenue retail submarket. The Plaza District office submarket is bounded by 65th Street to the north, the East River to the east, 47th Street to the south, and Avenue of the Americas to the west. The Plaza District is proximate to Central Park and has access to the country’s premier shopping along Fifth and Madison Avenues. The Plaza District office submarket is home to numerous national and multinational corporations and is dominated by financial (with hedge funds clustered along Madison Avenue) and legal tenants, and media and fashion firms. According to the appraisal, as of the fourth quarter of 2019, the Plaza District office submarket has an inventory of 26.7 million square feet with a vacancy rate of 8.7% and an average asking rent of $114.07 per square foot. The Upper Fifth Avenue retail submarket is located between 42nd and 57th Streets, and this portion of Fifth Avenue is the most expensive area for retail space rents in Manhattan. The Upper Fifth Avenue retail submarket draws international travelers and occupants of nearby luxury hotels and condos. According to the appraisal, as of the fourth quarter of

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

 

T-35 

 

Mixed Use – Office/Retail Loan # 3 Cut-off Date Balance:   $60,000,000

711 Fifth Avenue

New York, NY 10022

711 Fifth Avenue

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

 

54.5%

2.90x

9.4%

 

2019, the Upper Fifth Avenue retail submarket has an average asking rent of $1,775.00 per square foot with an availability rate of 24.3%.

 

The following tables present certain information relating to comparable office leases for the 711 Fifth Avenue Property:

 

Comparable Office Leases(1)

 

Property Name/Location Year Built/ Renovated Stories Tenant Name Lease Date/Term Lease Area (SF) Annual Base Rent PSF
711 Fifth Avenue Property
New York, NY
1927 18 SunTrust Banks Mar. 2016 /8.2 Yrs(2) 22,832(2) $75.50(2)
623 Fifth Avenue
New York, NY
1989 36 NWI Management Nov. 2019 /3.3 Yrs 8,400 $80.00
510 Madison Avenue
New York, NY
2009/2012 30 Castlelake, L.P. Nov. 2019 /7.3 Yrs 6,903 $124.00
745 Fifth Avenue
New York, NY
1929/1989 35 Fremont Macanta Jun. 2019 /6.8 Yrs 7,067 $103.00
640 Fifth Avenue
New York, NY
1940/2003 31 Hamlin Capital Management Mar. 2019 /10.0 Yrs 23,616 $75.17
640 Fifth Avenue
New York, NY
1940/2003 31 Avolon Aerospace Jan. 2019 /10.0 Yrs 10,295 $92.99
645 Madison Avenue
New York, NY
1971/2005 22 Rothman Orthopaedic Institute Jan. 2019 /10.9 Yrs 21,461 $88.00
725 Fifth Avenue
New York, NY
1983 58 S.S. Steiner, Inc. Jan. 2019 /7.5 Yrs 6,875 $82.00
510 Madison Avenue
New York, NY
2009/2012 30 Christian Dior, Inc. and Christian Dior Perfumes,LLC Jan. 2019 /5.0 Yrs 70,055 $74.50
712 Fifth Avenue
New York, NY
1990 52 Wargo & Co. Oct. 2018 / 7.7 Yrs 2,074 $105.00
725 Fifth Avenue
New York, NY
1983 58  Marc Fisher Jul. 2018 /10.0 Yrs 9,924 $89.00
640 Fifth Avenue
New York, NY
1940/2003 31 Klein Group Jul. 2018 /10.0 Yrs 9,458 $92.00
535 Madison Avenue
New York, NY
1982 37 Walker & Dunlop, LLC Jul. 2018 /3.0 Yrs 5,450 $80.00
535 Madison Avenue
New York, NY
1982 37 Melvin Capital May 2018 /10.6 Yrs 14,765 $104.00
(1)Information obtained from the appraisal.
(2)Based on underwritten rent roll as of January 31, 2020 for Suite 1200 for SunTrust Banks.

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

 

T-36 

 

Mixed Use – Office/Retail Loan # 3 Cut-off Date Balance:   $60,000,000

711 Fifth Avenue

New York, NY 10022

711 Fifth Avenue

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

 

54.5%

2.90x

9.4%

 

The following tables present certain information relating to comparable Retail leases for the 711 Fifth Avenue Property:

 

Comparable Retail Leases(1)

 

Property Name/Location Tenant Name Lease Date/Term Lease Area (SF) Annual Base Rent PSF
711 Fifth Avenue Property
New York, NY
The Swatch Group May 2011 /18.7 Yrs(2) 14,274(2) $1,749.81(2)
767 Fifth Avenue
New York, NY
Christian Dior April. 2019 /4.0 Yrs 11,847 $666.84
730 Fifth Avenue
New York, NY
Mikimoto Feb. 2019 /10.0 Yrs 4,505 $1,109.88
760 Madison Avenue
New York, NY
Giorgio Armani Jan. 2019 /15.0 Yrs 19,780 $1,066.23
706 Madison Avenue
New York, NY
Hermès Jan. 2019 /10.0 Yrs 47,000 $329.79
609 Fifth Avenue
New York, NY
Puma Feb. 2018 /16.0 Yrs 23,917 $372.12
650 Fifth Avenue
New York, NY
Nike Mar. 2017 /15.5 Yrs 69,214 $479.53
640 Fifth Avenue
New York, NY
Dyson Mar. 2017 /10.0 Yrs 3,097 $2,660.64
640 Fifth Avenue
New York, NY
Victoria’s Secret Apr. 2016 / 16.0 Yrs 63,779 $516.90
645 Fifth Avenue
New York, NY
Longchamp Feb. 2016 /10.0 Yrs 2,000 $2,850.00
767 Fifth Avenue
New York, NY
Under Armour Feb. 2016 /15.0 Yrs 53,500 $560.75
685 Fifth Avenue
New York, NY
Stuart Weitzman Feb. 2016 /15.0 Yrs 3,481 $1,436.37
685 Fifth Avenue
New York, NY
Coach Jan. 2016 /15.0 Yrs 24,541 $814.96
(1)Information obtained from the appraisal.
(2)Based on underwritten rent roll as of January 31, 2020.

 

Escrows.

 

Real Estate Taxes and Insurance – During a Trigger Period (as defined below), the 711 Fifth Avenue Borrower is required to deposit monthly (i) 1/12 of the annual estimated real estate taxes and (ii) 1/12 of the annual estimated insurance premiums (unless the 711 Fifth Avenue Property is covered by a blanket policy).

 

Replacement Reserve – During a Trigger Period, the 711 Fifth Avenue Borrower is required to deposit monthly $7,084, capped at $170,012.

 

TI/LC Reserve – During a Trigger Period, the 711 Fifth Avenue Borrower is required to deposit monthly $42,503, capped at $1,020,027.

 

Additionally, during a Tenant Rollover Sweep (as defined below) until cured, all excess cash (and any other amounts sufficient to result in a reserve amount for such month of at least $2,500,000) is required to be reserved in a Tenant Rollover Reserve, provided that to avoid such sweep, the 711 Fifth Avenue Borrower may deposit with the lender the greater of (x) $7,500,000 and (y) all excess cash flow estimated by the lender that would have been deposited in such reserve account for the three-month period following the deposit of such funds (the “Tenant Rollover Sweep Equity Amount”).

 

Additionally, during a Downgraded Tenant Sweep (as defined below) and so long as no deposits are required to be deposited into the Tenant Rollover Reserve, all excess cash is required to be reserved in a Tenant Downgrade Reserve.

 

Unfunded Obligations Reserve – The 711 Fifth Avenue Borrower deposited at loan origination $1,048,024. As of the loan origination date, $541,071 was owed to Loro Piana USA for the return of an unused tenant improvement allowance and $506,953 was owed to Sandler Capital Management for free rent through December 2020.

 

A “Trigger Period” will commence upon the earlier of the following:

 

(i)an event of default under 711 Fifth Avenue Whole Loan or, if a mezzanine loan is then outstanding under such mezzanine loan, and end when the event of default has been cured; or
(ii)the debt yield being less than 7.0% for any fiscal quarter, and end when the debt yield is at least 7.0% for two consecutive fiscal quarters, provided that at any time after the lockout expiration date, the 711 Fifth Avenue Borrower may (x) make voluntary prepayments (with yield maintenance) or effectuate a partial defeasance, in amounts necessary to achieve the required debt yield or (y) deposit cash or a letter of credit in a reserve in an amount that when subtracted from the principal indebtedness for purposes of calculating debt yield would result in a debt yield that equals or exceeds 7.0% (provided that the aggregate notional amount of all outstanding letters of credit delivered may at no time exceed 10% of the principal indebtedness); or
(iii)a Downgraded Tenant Sweep until a Downgraded Tenant Sweep Cure; or

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

 

T-37 

 

Mixed Use – Office/Retail Loan # 3 Cut-off Date Balance:   $60,000,000

711 Fifth Avenue

New York, NY 10022

711 Fifth Avenue

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

 

54.5%

2.90x

9.4%

 

(iv)a Tenant Rollover Sweep until a Tenant Rollover Sweep Cure (as defined below).

 

A “Major Tenant” means any of (i) Ralph Lauren, (ii) The Swatch Group, (iii) any tenant whose lease(s) (including leases with an affiliated tenant and assuming the exercise of all expansion rights) represents more than 30% of the rentable square footage or at least 20% of the total rental income or whose lease includes any purchase option, or (iv) any tenant whose lease is with a 711 Fifth Avenue Borrower affiliate or entered into during an event of default.

 

A “Downgraded Tenant Sweep” will commence when any Major Tenant (or with regard to Ralph Lauren, its highest rated parent entity) that was rated investment grade as of the loan origination date is downgraded below investment grade (as determined by S&P or Moody’s).

 

A “Downgraded Tenant Sweep Cure” means, as applicable: (a) the downgraded tenant is once more rated investment grade (as determined by S&P or Moody’s), (b) the 711 Fifth Avenue Borrower enters into one or more qualifying leases for substantially all of the leased space of any such downgraded tenant, or (c) with respect to any such downgraded tenant, an amount sufficient to pay unabated rent for 18 consecutive months then due under the applicable downgraded tenant’s lease has been deposited in the Downgraded Tenant Reserve.

 

A “Tenant Rollover Sweep” will commence when any Major Tenant (i) terminates its lease, (ii) goes “dark” (except for Ralph Lauren (so long as Ralph Lauren has an investment grade rating)), unless such applicable lease is and continues to be guaranteed by an entity rated investment grade (as determined by S&P or Moody’s), (iii) vacates or provides indication of their intent to vacate all or any portion of their leased space or (iv) fails to provide written notice of its intent to renew such lease on the date that is 36 months prior to its then current lease expiration date.

 

A “Tenant Rollover Sweep Cure” means, as applicable (a) a Major Tenant renews its lease or enters into a new lease on substantially the same terms and conditions, is no longer “dark” or moves back into its space or revokes any prior notice of intent to vacate or (b) such space is re-let in accordance with the terms of the 711 Fifth Avenue Whole Loan documents.

 

Lockbox and Cash Management. The 711 Fifth Avenue Whole Loan is structured with a hard lockbox and springing cash management. Revenues from the 711 Fifth Avenue Property are required to be deposited directly into the lockbox account. During the occurrence and continuance of a Trigger Period, funds in the lockbox account are required to be swept on each business day to the lender-controlled cash management account and disbursed according to the 711 Fifth Avenue Whole Loan documents with excess cash held as additional security for the 711 Fifth Avenue Whole Loan, except that if there (a) exists no event of default, (b) the only Trigger Period then in existence is as a result of a Tenant Rollover Sweep, and (c) the applicable Tenant Rollover Sweep Equity Amount was deposited with the lender, then the excess cash flow is required to be released to the 711 Fifth Avenue Borrower.

 

Property Management. The 711 Fifth Avenue Property is managed by SHVO Property Management, LLC, an affiliate of the borrower sponsor and Jones Lang LaSalle Americas, Inc.

 

Partial Release. Not permitted.

 

Real Estate Substitution. Not permitted.

 

Subordinate and Mezzanine Indebtedness. The direct or indirect equity owners of the 711 Fifth Avenue Borrower are permitted to incur future mezzanine debt (secured by a pledge of direct or indirect equity interests in the 711 Fifth Avenue Borrower), provided that among other conditions: (i) the principal amount of the mezzanine loan may not exceed the lesser of (A) $35,000,000 and (B) an amount when combined with the 711 Fifth Avenue Whole Loan results in (a) the loan-to-value ratio is no greater than 54.5%, (b) the debt service coverage ratio is at least 2.80x, and (c) the debt yield is at least 8.98%; (ii) the mezzanine loan is coterminous with, or has a loan maturity later than the 711 Fifth Avenue Whole Loan, and has either a fixed rate or a hedged floating rate, (iii) an intercreditor agreement is executed that is acceptable to the lender and the rating agencies; and (iv) rating agency confirmation is delivered.

 

Ground Lease. None.

 

Terrorism Insurance. The 711 Fifth Avenue Borrower is required to obtain and maintain “all risk” property insurance that covers perils of terrorism and acts of terrorism in an amount equal to the full replacement cost of the 711 Fifth Avenue Property and business interruption insurance for 18 months with a 12-month extended period of indemnity; provided that if the Terrorism Risk Insurance Program Reauthorization Act is no longer in effect, the 711 Fifth Avenue Borrower will not be obligated to pay insurance premiums for terrorism coverage in excess of two times the insurance premiums that would then be payable under policies obtained at then current market rates for all risk and business interruption insurance (excluding the terrorism and earthquake components of such insurance). See “Risk Factors—Risks Relating to the Mortgage Loans—Terrorism Insurance May Not Be Available for All Mortgaged Properties” in the Preliminary Prospectus.

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

 

T-38 

 

 

Industrial – Warehouse Loan #4 Cut-off Date Balance:   $49,500,000
329-359 Wyckoff Mills Road 329 Wyckoff Mills Road Cut-off Date LTV:   46.5%
East Windsor, NJ 08520   U/W NCF DSCR:   2.82x
    U/W NOI Debt Yield:   10.3%

 

 

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

 

T-39 

 

 

Industrial – Warehouse Loan #4 Cut-off Date Balance:   $49,500,000
329-359 Wyckoff Mills Road 329 Wyckoff Mills Road Cut-off Date LTV:   46.5%
East Windsor, NJ 08520   U/W NCF DSCR:   2.82x
    U/W NOI Debt Yield:   10.3%

 

 

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

 

T-40 

 

 

No. 4 – 329 Wyckoff Mills Road
 
Mortgage Loan Information   Mortgaged Property Information
Mortgage Loan Seller: Morgan Stanley Mortgage Capital Holdings LLC   Single Asset/Portfolio: Single Asset
Credit Assessment (Fitch/KBRA/Moody’s): [NR/NR/NR]   Property Type – Subtype: Industrial – Warehouse
Original Principal Balance: $49,500,000   Location: East Windsor, NJ
Cut-off Date Balance: $49,500,000   Size: 634,495 SF
% of Initial Pool Balance: 6.9%   Cut-off Date Balance Per SF: $78.01
Loan Purpose: Acquisition   Maturity Date Balance Per SF: $78.01
Borrower Sponsors: Menachem T. Greisman; Schneur Z. Hirsch; Zalman M. Melamed   Year Built/Renovated: 2018/NAP
Guarantors: Menachem T. Greisman; Schneur Z. Hirsch; Zalman M. Melamed   Title Vesting: Fee
Mortgage Rate: 3.4640%   Property Manager: Self-managed
Note Date: August 28, 2020   Current Occupancy (As of): 100.0% (9/1/2020)
Seasoning: 0 months   YE 2019 Occupancy(2): NAV
Maturity Date: September 1, 2030   YE 2018 Occupancy(2): NAV
IO Period: 120 months   YE 2017 Occupancy(2): NAP
Loan Term (Original): 120 months   As-Is Appraised Value(3): $106,500,000
Amortization Term (Original): NAP   As-Is Appraised Value Per SF(3): $167.85
Loan Amortization Type: Interest-only, Balloon   As-Is Appraisal Valuation Date: September 1, 2020
Call Protection: L(24),D(92),O(4)   Underwriting and Financial Information(3)
Lockbox Type: Springing   TTM NOI(2):    NAV
Additional Debt: None   YE 2019 NOI(2): NAV
Additional Debt Type (Balance): NAP   YE 2018 NOI(2): NAV
      YE 2017 NOI(2): NAP
      U/W Revenues: $5,273,991
      U/W Expenses: $158,362
      U/W NOI: $5,115,629
Escrows and Reserves(1)   U/W NCF: $4,899,900
  Initial Monthly Cap   U/W DSCR based on NOI/NCF: 2.94x / 2.82x
Taxes $226,384 $77,040 NAP   U/W Debt Yield based on NOI/NCF: 10.3% / 9.9%
Insurance $0 Springing NAP   U/W Debt Yield at Maturity based on NOI/NCF: 10.3% / 9.9%
Replacement Reserve $0 $5,287 $190,349   Cut-off Date LTV Ratio: 46.5%
TI/LC Reserve $0 $18,506 $666,220   LTV Ratio at Maturity: 46.5%
                 
Sources and Uses
 Sources         Uses      
 Loan amount $49,500,000   78.6%   Purchase price $61,982,446(4)   98.4%
 Borrower equity 13,483,126   21.4      Closing costs 774,296   1.2   
          Upfront reserves 226,384   0.4   
 Total Sources $62,983,126   100.0%    Total Uses $62,983,126   100.0%
                   
(1)See “Escrows” section for a full description of Escrows.

(2)Historical occupancy and financial information is not applicable because the 329 Wyckoff Mills Road Mortgage Loan (as defined below) is an acquisition loan, and an amended lease was entered into by the sole tenant in connection with the acquisition.

(3)While the 329 Wyckoff Mills Road Mortgage Loan (as defined below) was originated after the emergence of the novel coronavirus pandemic and the economic disruption resulting from measures to combat the pandemic, the pandemic is an evolving situation and could impact the 329 Wyckoff Mills Road Mortgage Loan more severely than assumed in the underwriting of the 329 Wyckoff Mills Road Mortgage Loan and could adversely affect the NOI, NCF and occupancy information, as well as the appraised value and the DSCR, LTV and Debt Yield metrics presented above. See "Risk Factors-—Risks Related to Market Conditions and Other External Factors—The Coronavirus Pandemic Has Adversely Affected the Global Economy and Will Likely Adversely Affect the Performance of the Mortgage Loans" in the Preliminary Prospectus.

(4)Pursuant to the original lease between the property seller and the sole tenant of the 329 Wyckoff Mills Road Property, Modway, Inc., the sole tenant, exercised a purchase option to purchase the 329 Wyckoff Mills Road Property from the seller for the above purchase price, and assigned the related purchase agreement to the 329 Wyckoff Mills Road Borrower, which is an affiliate of the sole tenant.

 

The Mortgage Loan. The mortgage loan (the “329 Wyckoff Mills Road Mortgage Loan”) is evidenced by a single promissory note in the original principal amount of $49,500,000 and is secured by a first priority fee mortgage encumbering a single tenant industrial warehouse located in East Windsor, New Jersey (the “329 Wyckoff Mills Road Property”). The proceeds of the 329 Wyckoff Mills Road Mortgage Loan were primarily used to acquire the 329 Wyckoff Mills Road Property, fund reserves and to pay closing costs.

 

The Borrower and Borrower Sponsor. The borrower for the 329 Wyckoff Mills Road Mortgage Loan is TSM Urban Renewal Associates, LLC (the “329 Wyckoff Mills Road Borrower”), a single purpose Delaware limited liability company, with one independent director in its organizational structure. Legal counsel to the 329 Wyckoff Mills Road Borrower delivered a non-consolidation opinion 

in connection with the origination of the 329 Wyckoff Mills Road Mortgage Loan. Menachem T. Greisman, Schneur Z. Hirsch and Zalman M. Melamed are the borrower sponsors and non-recourse carveout guarantors for the 329 Wyckoff Mills Road Mortgage Loan. The 329 Wyckoff Mills Road Borrower’s sole member is 138 Georges Road Associates, LLC which is owned by Menachem T. Greisman (42.5%),

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

 

T-41 

 

 

Industrial – Warehouse Loan #4 Cut-off Date Balance:   $49,500,000
329-359 Wyckoff Mills Road 329 Wyckoff Mills Road Cut-off Date LTV:   46.5%
East Windsor, NJ 08520   U/W NCF DSCR:   2.82x
    U/W NOI Debt Yield:   10.3%

 

Schneur Z. Hirsch (34.5%), and Zalman M. Melamed (23%). Mr. Greisman, Mr. Hirsch and Mr. Melamed are also the lease guarantors of Modway, Inc., the sole tenant at the 329 Wyckoff Mills Road Property.

 

The Property. The 329 Wyckoff Mills Road Property consists of an industrial warehouse building, totaling 634,495 square feet, on an approximately 49.9-acre site in East Windsor, New Jersey. The 329 Wyckoff Mills Road Property was originally built in 2018 and since taking occupancy in June 2018, Modway, Inc. has invested approximately $2,978,639 in the 329 Wyckoff Mills Road Property including general construction, telephones/data systems, charging stations, general improvements, dock equipment, upgrading fire protection systems, decorative lighting, exit signs, special purpose electrical/millwork, wall covering and asphalt paving. The 329 Wyckoff Mills Road Property features 108 dock-high doors, 4 loading ramp drive-in doors, 36 feet clear ceiling heights, 52 feet by 48 feet column spacing, and truck court depth of 180 feet. The 329 Wyckoff Mills Road Property features dual-sided loading capabilities on the northerly and southerly sides of the building, and the 329 Wyckoff Mills Road Property has two main access points on Wyckoff Mills Road. The 329 Wyckoff Mills Road Property includes approximately 25,000 square feet of office space, conference rooms, lunch room and locker areas for the warehouse employees representing 3.9% of the square feet. The office space is configured as three non-contiguous offices located on the southeast, southwest, and northwest corners of the building.

 

The 329 Wyckoff Mills Road Property is 100% occupied by Modway, Inc., an affiliate of the 329 Wyckoff Mills Road Borrower, which has leased the 329 Wyckoff Mills Road Property since June 2018. Modway, Inc. is a privately owned importer and wholesale distributer of furniture. Modway, Inc., founded in 2010, currently operates two warehouse facilities: one on the east coast (the 329 Wyckoff Mills Road Property) and another facility in California. Modway, Inc. supplies the furniture and design trade with over 7,000 stock keeping units stored in their two warehouse facilities totaling more than 1 million square feet of dedicated space. Modway, Inc. also leases showroom space in Nevada and North Carolina. The original lease was for a term of 11 years expiring on May 31, 2029. In conjunction with the 329 Wyckoff Mills Road Mortgage Loan, the lease has been amended to reflect a new 15 year term, triple net lease, commencing September 1, 2020 and expiring on August 31, 2035, and the base rent was adjusted to reflect the current market rent, resulting in an increase in rent from $3,546,827 per annum (or $5.59 PSF) to $5,393,208 per annum ($8.50 PSF). Modway, Inc. has two, five year renewal options remaining. Prior to the closing of the 329 Wyckoff Mills Road Mortgage Loan, there was a sublease in place for 77,000 SF with an expiration date of September 30, 2020. At the request of the tenant, the subtenant agreed to vacate by August 31, 2020, as the tenant is in need of that space and plans to expand into the 77,000 square feet of space. The tenant is fully utilizing the remainder of the 329 Wyckoff Mills Road Property.

 

Pursuant to the original lease between the property seller and the sole tenant of the 329 Wyckoff Mills Road Property, Modway, Inc., the sole tenant exercised a purchase option to purchase the 329 Wyckoff Mills Road Property from the seller for $61,982,446, and assigned the related purchase agreement to the 329 Wyckoff Mills Road Borrower, which is an affiliate of the sole tenant.

 

The 329 Wyckoff Mills Road Property benefits from a 30 year Payment In Lieu of Taxes (“PILOT”) program pursuant to a financial agreement with the Township of East Windsor, New Jersey, dated March 13, 2017. The payments due under the PILOT program include: (i) an annual service charge, (ii) a land tax, which is subject to a land tax credit, and (iii) an administrative fee. The annual service charge due under the PILOT program during its first 5 years is equal to $1.36 per square foot of gross floor area of the 329 Wyckoff Mills Road Property, which equates to $862,913. The amount of the service charge is required to be adjusted on April 20, 2023, and each five year anniversary thereafter until the PILOT is terminated. The annual service charge will be increased in the same proportion as the proportion by which the Township of East Windsor’s general tax rate increased since the last adjustment date, but not less than 2.0% or more than 5.0%.

 

During the PILOT term, the land tax payments are based on the lots that make up the land, without regard to any improvements or increase in fair market value of the land because of the improvements. However, the property owner will be entitled to a credit for the amount (without interest) of the land taxes paid on the 329 Wyckoff Mills Road Property in the last four preceding quarterly installments against the annual service charge.

 

The annual administrative fee is equal to 2.0% of the annual service charge.

 

In addition, the financial agreement provides the Township of East Windsor the right to finance a portion of the infrastructure improvements at the 329 Wyckoff Mills Road Property with redevelopment bonds in an amount up to $75,000, and to levy special assessments in connection with the repayment of principal of and payment of interest on such bonds. As of the origination date, no such bonds have been issued.

 

According to the appraisal, absent the PILOT, the taxes on the 329 Wyckoff Mills Road Property are estimated to be an additional $1.00 per square foot, or $634,495, resulting in total estimated current taxes of $1,497,408. During the term of the PILOT, the Township of East Windsor, New Jersey has reasonable consent rights over a transfer of the 329 Wyckoff Mills Road Property and the financial agreement relating to the PILOT. See “Description of the Mortgage Pool—Real Estate and Other Tax Considerations” in the Preliminary Prospectus.

 

Because the single tenant’s lease is a triple net lease requiring all real estate taxes to be paid by the tenant, no real estate taxes or PILOT payments were underwritten by the lender.

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

 

T-42 

 

 

Industrial – Warehouse Loan #4 Cut-off Date Balance:   $49,500,000
329-359 Wyckoff Mills Road 329 Wyckoff Mills Road Cut-off Date LTV:   46.5%
East Windsor, NJ 08520   U/W NCF DSCR:   2.82x
    U/W NOI Debt Yield:   10.3%


The following table presents certain information relating to the tenancy at the 329 Wyckoff Mills Road Property:

 

Major Tenants(1)

 

Tenant Name Credit Rating (Fitch/Moody’s/
S&P)
Tenant NRSF % of
NRSF
Annual U/W Rent PSF Annual
U/W Rent
% of Total Annual U/W Rent Lease
Expiration Date
Extension Options Term. Option (Y/N)
Major Tenant                
Modway, Inc.   NR/NR/NR 634,495     100.0% $8.50 $5,393,208 100.0% 8/31/2035 2, 5-year N
Total Major Tenants 634,495 100.0% $8.50 $5,393,208 100.0%      
                   
                 
Occupied Collateral Total 634,495 100.0% $8.50 $5,393,208 100.0%      
                 
Vacant Space 0 0.0%            
                 
Collateral Total 634,495 100.0%            
                   
(1)Information is based on the underwritten rent roll.

 

The following table presents certain information relating to the lease rollover schedule at the 329 Wyckoff Mills Road Property:

 

Lease Expiration Schedule(1)

 

Year Ending
 December 31,
No. of Leases Expiring Expiring NRSF % of Total NRSF Cumulative Expiring NRSF Cumulative % of Total NRSF Annual
 U/W
Rent
% of Total Annual U/W Rent Annual
 U/W
Rent
 PSF
MTM 0 0 0.0% 0 0.0% $0 0.0% $0.00
2020 0 0 0.0% 0 0.0% $0 0.0% $0.00
2021 0 0 0.0% 0 0.0% $0 0.0% $0.00
2022 0 0 0.0% 0 0.0% $0 0.0% $0.00
2023 0 0 0.0% 0 0.0% $0 0.0% $0.00
2024 0 0 0.0% 0 0.0% $0 0.0% $0.00
2025 0 0 0.0% 0 0.0% $0 0.0% $0.00
2026 0 0 0.0% 0 0.0% $0 0.0% $0.00
2027 0 0 0.0% 0 0.0% $0 0.0% $0.00
2028 0 0 0.0% 0 0.0% $0 0.0% $0.00
2029 0 0 0.0% 0 0.0% $0 0.0% $0.00
2030 0 0 0.0% 0 0.0% $0 0.0% $0.00
Thereafter 1 634,495 100.0% 634,495 100.0% $5,393,208 100.0% $8.50
Vacant 0 0 0.0% 634,495 100.0% $0 0.0% $0.00
Total/Weighted Average 1 634,495 100.0%     $5,393,208 100.0% $8.50
(1)Information obtained from the underwritten rent roll.

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

 

T-43 

 

 

Industrial – Warehouse Loan #4 Cut-off Date Balance:   $49,500,000
329-359 Wyckoff Mills Road 329 Wyckoff Mills Road Cut-off Date LTV:   46.5%
East Windsor, NJ 08520   U/W NCF DSCR:   2.82x
    U/W NOI Debt Yield:   10.3%

 

Underwritten Net Cash Flow. The following table presents certain information relating to the underwritten net cash flow at the 329 Wyckoff Mills Road Property:

 

Cash Flow Analysis(1)

 

   U/W(2)  %(3)  U/W $ per SF  
Gross Potential Rent  $5,393,208  97.1%  $8.50  
Other Income  0  0.0      0.00  
Total Recoveries  158,362   2.9      0.25  
Net Rental Income  $5,551,570  100.0%  $8.75  
(Vacancy & Credit Loss)  -277,578   -5.1      -0.44  
Effective Gross Income  $5,273,991  95.0%  $8.31  
            
Real Estate Taxes  0  0.0      0.00  
Insurance  0  0.0      0.00  
Management Fee  158,362  3.0      0.25  
Other Operating Expenses  0   0.0      0.00  
Total Operating Expenses  $158,362  3.0%  $0.25  
            
Net Operating Income  $5,115,629  97.0%  $8.06  
Replacement Reserves  63,450  1.2      0.10  
TI/LC  152,279   2.9      0.24  
Net Cash Flow  $4,899,900  92.9%  $7.72  
            
NOI DSCR  2.94x        
NCF DSCR  2.82x        
NOI Debt Yield  10.3%        
NCF Debt Yield  9.9%        
(1)Historical occupancy and financial information is not applicable because the 329 Wyckoff Mills Road Mortgage Loan is an acquisition loan, and an amended lease was entered into by the sole tenant in connection with the acquisition.

(2)For the avoidance of doubt, no COVID specific adjustments have been made to the lender U/W.

(3)Represents (i) percent of Net Rental Income for all revenue fields, (ii) percent of Gross Potential Rent for Vacancy & Credit Loss and (iii) percent of Effective Gross Income for all other fields.

 

Appraisal. The appraiser concluded to an “as is” appraised value of $106,500,000 with a valuation date of September 1, 2020.

 

Environmental Matters. According to a Phase I environmental site assessment dated June 1, 2020, there was no evidence of any recognized environmental conditions at the 329 Wyckoff Mills Road Property.

 

COVID-19 Update. The 329 Wyckoff Mills Road Mortgage Loan was originated on August 28, 2020, and the first payment date is October 1, 2020. As of August 28, 2020 the 329 Wyckoff Mills Road Mortgage Loan was not subject to any forbearance, modification or debt service relief request and the 329 Wyckoff Mills Road Borrower has reported that the 329 Wyckoff Mills Road Property is open and operating. The sole tenant, Modway, Inc., which is an affiliate of the 329 Wyckoff Mills Road Borrower, entered into a lease amendment in connection with the origination of the 329 Wyckoff Mills Road Mortgage Loan and the acquisition of the 329 Wyckoff Mills Road Property by the 329 Wyckoff Mills Road Borrower. The first payment date under the amended lease was September 1, 2020. The sole tenant received a Paycheck Protection Act loan on April 10, 2020. The tenant has informed the lender that it was current under the unamended lease in July and August (prior to the 329 Wyckoff Mills Road Borrower’s acquisition of the 329 Wyckoff Mills Road Property). As of August 28, 2020, Modway, Inc. has not requested any rent relief.

 

Market Overview and Competition. The 329 Wyckoff Mills Road Property is located within East Windsor, New Jersey. The 329 Wyckoff Mills Road Property fronts the New Jersey Turnpike, which is located to the west. Southeast of the 329 Wyckoff Mills Road Property, there is a similar, 84,000 square foot warehouse occupied by AJ Madison, Inc., offering home appliance distribution. To the south of the 329 Wyckoff Mills Road Property along State Route 33, there are several different retail and commercial uses. According to the appraisal, there are several modern industrial developments proposed along Wyckoff Mills Road and Probasco Road. The sizes of these new buildings are projected to range from 49,000 to 175,000 square feet and are tentatively scheduled to be completed in 2021/2022. Primary access to the 329 Wyckoff Mills Road Property is provided by State Route 33, U.S Highway 130, County Routes 535 and 571 and the newly completed Hightstown Bypass (Route 133). According to the appraisal, as of the second quarter of 2020, the Central New Jersey market had an inventory of approximately 272.0 million square feet, overall vacancy in the market of approximately 1.9% and overall weighted average asking rent of $8.56 per square foot.

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

 

T-44 

 

 

Industrial – Warehouse Loan #4 Cut-off Date Balance:   $49,500,000
329-359 Wyckoff Mills Road 329 Wyckoff Mills Road Cut-off Date LTV:   46.5%
East Windsor, NJ 08520   U/W NCF DSCR:   2.82x
    U/W NOI Debt Yield:   10.3%

 

Submarket Information – According to the appraisal, as of the second quarter of 2020, the Mercer County submarket had an inventory of approximately 22.2 million square feet, overall vacancy in the submarket of approximately 4.8% and overall weighted average asking rent of $4.53 per square foot.

 

The following table presents certain information relating to the appraiser’s market rent conclusion for the 329 Wyckoff Mills Road Property:

 

Market Rent Summary(1)

 

  Market Rent (PSF) Lease Term (Yrs.) Lease Type (Reimbursements) Rent Increase Projection
Industrial $8.50 10 Net 3.0% per annum
(1)Information obtained from the appraisal.

 

The following table presents certain information relating to five comparable leases to the lease at the 329 Wyckoff Mills Road Property:

 

Comparable Leases(1)

 

Property Name/Address Year Built Total GLA (SF) Tenant Lease Size (SF) Lease Date Lease Term (Yrs.)
Initial Rent/SF
Rent Steps Reimbursements

495 Weston Canal Road 

Franklin Township, NJ 

2020 616,032 Amazon 616,032 6/19 15 $9.38 2.0% Net

251 Docks Corner Road 

Monroe Township, NJ 

2019 365,400 Automann 365,400 1/20 10 $7.00 2.25% Net

150 Whitman Avenue 

Edison, NJ 

2020 124,560 Arrival Automotive Inc. 124,560 2/20 10 $9.25 3.0% Net

50 Veronica Avenue 

Franklin Township, NJ 

2020 926,392 LG Electronics 926,392 4/20 7 $7.30 2.75% Net

311-315 Half Acre Road 

Cranbury, NJ 

2004 949,580 Cooper Friedman Electric Supply 650,123 10/20 15 $7.15 2.76% Net
(1)  Information obtained from the appraisal.

 

Escrows.

 

Taxes – The 329 Wyckoff Mills Road Mortgage Loan documents provide for an upfront reserve of approximately $226,384 for real estate taxes and ongoing monthly deposits into a reserve for real estate taxes in an amount equal to 1/12 of the real estate taxes that the lender estimates will be payable during the next twelve months for the 329 Wyckoff Mills Road Property (initially $77,040).

 

Insurance – The 329 Wyckoff Mills Road Mortgage Loan documents provide for ongoing monthly deposits into a reserve for insurance premiums in an amount equal to 1/12 of the insurance premiums that the lender estimates will be payable for the renewal of coverage upon the expiration of the insurance policies; provided that such monthly deposits are not required so long as (i) no event of default has occurred and is continuing, (ii) the liability and casualty insurance coverage for the 329 Wyckoff Mills Road Property is included in a blanket policy approved by the lender in its reasonable discretion, and (iii) the 329 Wyckoff Mills Road Borrower provides the lender with evidence of payment of the insurance premiums and renewals of the insurance policies, no later than ten days prior to the expiration of the current policy.

 

Recurring Replacements Reserve – The 329 Wyckoff Mills Road Mortgage Loan documents provide for ongoing monthly deposits of approximately $5,287 into a reserve for approved capital expenditures; provided that, so long as no event of default is continuing under the 329 Wyckoff Mills Road Mortgage Loan, such monthly deposits are not required so long as the amount then on deposit in such reserve equals or exceeds approximately $190,349.

 

Rollover Funds Reserve – The 329 Wyckoff Mills Road Mortgage Loan documents provide for monthly deposits of approximately $18,506 for future tenant improvements and leasing commissions; provided that, so long as (i) no event of default is continuing under the 329 Wyckoff Mills Road Mortgage Loan, and (ii) subleases of the Modway, Inc. lease do not, in the aggregate, account for 30% or more of the gross leasable area of the 329 Wyckoff Mills Road Property, such monthly deposits are not required so long as the amount then on deposit in such reserve equals or exceeds approximately $666,220.

 

Lockbox and Cash Management. The 329 Wyckoff Mills Road Mortgage Loan is structured with a springing lockbox and springing cash management. Upon the first occurrence of a Cash Sweep Event Period (as defined below), the 329 Wyckoff Mills Road Borrower is required to establish and maintain a lockbox account for the benefit of the lender, to direct all tenants of the 329 Wyckoff Mills Road Property to deposit all rents directly into the lockbox account, and to deposit any funds received by the 329 Wyckoff Mills Road Borrower, notwithstanding such direction, into the lockbox account within one business day of receipt. Upon the first occurrence of a Cash Sweep Event Period, the lender is required to establish, and the 329 Wyckoff Mills Road Borrower is required to cooperate with

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

 

T-45 

 

 

Industrial – Warehouse Loan #4 Cut-off Date Balance:   $49,500,000
329-359 Wyckoff Mills Road 329 Wyckoff Mills Road Cut-off Date LTV:   46.5%
East Windsor, NJ 08520   U/W NCF DSCR:   2.82x
    U/W NOI Debt Yield:   10.3%

 

the cash management bank to establish, a lender-controlled cash management account, into which all funds in the lockbox account will be required to be deposited, so long as the Cash Sweep Event Period is continuing. During the continuance of a Cash Sweep Event Period, provided no event of default under the 329 Wyckoff Mills Road Mortgage Loan documents is continuing, all funds in the cash management account are required to be applied on each monthly payment date: (i) to make the monthly deposits into the real estate tax and insurance reserves as described above under “Escrows,” (ii) to pay debt service on the 329 Wyckoff Mills Road Mortgage Loan, (iii) to make the monthly deposit into the Recurring Replacements reserve and the Rollover Funds reserve as described above under “Escrows,” (iv) to pay operating expenses set forth in the annual budget (which is required to be reasonably approved by the lender) and lender-approved extraordinary expenses, and (v) to deposit any remainder into an excess cash flow reserve to be held as additional security for the 329 Wyckoff Mills Road Mortgage Loan during the continuance of such Cash Sweep Event Period. If no Cash Sweep Event Period is continuing, all funds in the excess cash flow subaccount are required to be disbursed to the 329 Wyckoff Mills Road Borrower.

 

“Cash Sweep Event Period” means a period: 

(i)commencing upon an event of default under the 329 Wyckoff Mills Road Mortgage Loan documents and ending upon the cure, if applicable, of such event of default;

(ii)commencing upon a Major Tenant (as defined below) making or being the subject of a bankruptcy filing, and ending upon, either (a) the Major Tenant’s lease being affirmed in bankruptcy and the 329 Wyckoff Mills Road Borrower delivering to the lender a tenant estoppel certificate from such Major Tenant in form and substance reasonably acceptable to the lender stating that such Major Tenant is in occupancy of its space, open for business and paying full unabated contractual rent, or (b) such Major Tenant’s space being re-let to one or more replacement tenant(s) pursuant to replacement lease(s), each acceptable to the lender, and the 329 Wyckoff Mills Road Borrower delivering to the lender a tenant estoppel certificate(s) from each such replacement tenant(s) in form and substance reasonably acceptable to the lender stating that such replacement tenant(s) is/are in occupancy of its space, open for business and paying full unabated contractual rent (a “Re-tenanting Cure”); and/or

(iii)commencing upon a Major Tenant vacating, going dark in, or terminating its space, and ending upon, either (a) the Major Tenant being in occupancy of its space and the 329 Wyckoff Mills Road Borrower delivering to the lender a tenant estoppel certificate from such Major Tenant in form and substance reasonably acceptable to the lender stating that such Major Tenant is in occupancy of its space, open for business and paying full unabated contractual rent, or (b) a Re-tenanting Cure occurring.

 

“Major Tenant” means each of (i) Modway, Inc., and (ii) any replacement tenant pursuant to a replacement lease.

 

Property Management. The 329 Wyckoff Mills Road Property is self-managed by the tenant.

 

Partial Release. Not permitted.

 

Real Estate Substitution. Not permitted.

 

Subordinate and Mezzanine Indebtedness. Not permitted.

 

Letter of Credit. None

 

Right of First Offer / Right of First Refusal. None

 

Ground Lease. None

 

Terrorism Insurance. The 329 Wyckoff Mills Road Borrower is required to obtain and maintain an “all risk” property insurance policy that covers perils of terrorism and acts of terrorism in an amount equal to the “full replacement cost” of the 329 Wyckoff Mills Road Property together with business income insurance covering not less than the 18-month period commencing at the time of loss, together with an extended period of indemnity endorsement of up to twelve months. Notwithstanding the foregoing, for so long as the Terrorism Risk Insurance Act of 2002, as extended and modified by the Terrorism Risk Insurance Program Reauthorization Act of 2015 (“TRIPRA”) is in effect (including any extensions thereof or if another federal governmental program is in effect relating to “acts of terrorism” which provides substantially similar protections as TRIPRA), the lender is required to accept terrorism insurance which covers against “covered acts” as defined by TRIPRA (or such other program) but only in the event that TRIPRA (or such other program) continues to cover both domestic and foreign acts of terrorism. See “Risk Factors—Risks Relating to the Mortgage Loans—Terrorism Insurance May Not Be Available for All Mortgaged Properties” in the Preliminary Prospectus.

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

 

T-46 

 

 

Mixed Use – Office/Retail Loan #5 Cut-off Date Balance:   $45,000,000
One North Clematis and 101 North Waterfront Clematis Cut-off Date LTV:   56.9%
Clematis   U/W NCF DSCR:   3.06x
West Palm Beach, FL 33401   U/W NOI Debt Yield:   11.0%

 

 

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

 

T-47 

 

 

Mixed Use – Office/Retail Loan #5 Cut-off Date Balance:   $45,000,000
One North Clematis and 101 North Waterfront Clematis Cut-off Date LTV:   56.9%
Clematis   U/W NCF DSCR:   3.06x
West Palm Beach, FL 33401   U/W NOI Debt Yield:   11.0%

 

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

 

T-48 

 

 

Mixed Use – Office/Retail Loan #5 Cut-off Date Balance:   $45,000,000
One North Clematis and 101 North Waterfront Clematis Cut-off Date LTV:   56.9%
Clematis   U/W NCF DSCR:   3.06x
West Palm Beach, FL 33401   U/W NOI Debt Yield:   11.0%

 

 

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

 

T-49 

 

  

No. 5 – Waterfront Clematis
 
Mortgage Loan Information   Mortgaged Property Information
Mortgage Loan Seller: Morgan Stanley Mortgage Capital Holdings LLC   Single Asset/Portfolio: Single Asset
Credit Assessment (Fitch/KBRA/Moody’s): [NR/NR/NR]   Property Type – Subtype: Mixed Use – Office/Retail
Original Principal Balance: $45,000,000   Location: West Palm Beach, FL
Cut-off Date Balance: $45,000,000   Size: 142,092 SF
% of Initial Pool Balance: 6.2%   Cut-off Date Balance Per SF: $316.70
Loan Purpose(1): Recapitalization   Maturity Date Balance Per SF: $316.70
Borrower Sponsor: Joseph S. Sambuco   Year Built/Renovated: 2001/NAP
Guarantor: Joseph S. Sambuco   Title Vesting: Fee
Mortgage Rate: 3.2300%   Property Manager: Self-managed
Note Date: July 31, 2020   Current Occupancy (As of)(3): 98.7% (5/31/2020)
Seasoning: 1 month   YE 2019 Occupancy: 98.7%
Maturity Date: August 1, 2030   YE 2018 Occupancy: 98.7%
IO Period: 120 months   YE 2017 Occupancy: 90.4%
Loan Term (Original): 120 months   As-Is Appraised Value(3): $79,100,000
Amortization Term (Original): NAP   As-Is Appraised Value Per SF(3): $556.68
Loan Amortization Type: Interest-only, Balloon   As-Is Appraisal Valuation Date: February 4, 2020
Call Protection: L(25),D(91),O(4)   Underwriting and Financial Information(3)
Lockbox Type: Hard/Springing Cash Management   TTM NOI (6/30/2020):   $4,932,985
Additional Debt: None   YE 2019 NOI: $4,741,836
Additional Debt Type (Balance): NAP   YE 2018 NOI: $4,131,832
      YE 2017 NOI: $3,316,851
      U/W Revenues: $7,790,657
      U/W Expenses: $2,844,703
      U/W NOI: $4,945,954
Escrows and Reserves(2)   U/W NCF: $4,506,962
  Initial Monthly Cap   U/W DSCR based on NOI/NCF: 3.36x / 3.06x
Taxes $820,807 $91,201 NAP   U/W Debt Yield based on NOI/NCF: 11.0% / 10.0%
Insurance $829 $202 NAP   U/W Debt Yield at Maturity based on NOI/NCF: 11.0% / 10.0%
Replacement Reserve $302,000 $2,362 NAP   Cut-off Date LTV Ratio: 56.9%
TI/LC Reserve $0 $23,622 $850,380   LTV Ratio at Maturity: 56.9%
Condominium Common Charge Reserve $1,200 $0 NAP      
Rent Concession Fund Reserve $184,304 $0 NAP      
Deferred Maintenance $19,375 $0 NAP      
                 

 

Sources and Uses
Sources         Uses      
Loan amount $45,000,000   100.0%   Equity to borrower $42,783,678   95.1%
          Upfront reserves 1,328,515   3.0  
          Closing costs 887,807      2.0  
Total Sources $45,000,000   100.0%   Total Uses $45,000,000   100.0%
                     
(1)The borrower sponsor acquired the Waterfront Clematis Property (as defined below) in 2014, and at the time of acquisition assumed an existing $42.3 million CMBS loan. The loan matured in 2016 and the borrower sponsor paid off the loan in full with cash at that time, leaving the Waterfront Clematis Property unencumbered.
(2)See “Escrows” below for further discussion of Escrows.
(3)The appraised value was determined prior to the emergence of the novel coronavirus, and the economic disruption resulting from measures to combat the coronavirus, and all LTV metrics were calculated based on such prior information. In addition, the pandemic is an evolving situation and could impact the Waterfront Clematis Mortgage Loan more severely than assumed in the underwriting of the Waterfront Clematis Mortgage Loan and could adversely affect the NOI, NCF and occupancy information, as well as the appraised value and the DSCR, LTV and Debt Yield metrics presented above. See "Risk Factors-—Risks Related to Market Conditions and Other External Factors—The Coronavirus Pandemic Has Adversely Affected the Global Economy and Will Likely Adversely Affect the Performance of the Mortgage Loans" in the Prospectus.

 

The Mortgage Loan. The mortgage loan (the “Waterfront Clematis Mortgage Loan”) is evidenced by a single promissory note in the original principal amount of $45,000,000 and is secured by a first priority fee mortgage encumbering (i) a 102,245 square foot Class A office building (the “100 Building”) and (ii) a commercial condominium unit (the “101 Condominium Unit”) comprising 24,443 square feet of office space, 15,404 square feet of ground floor retail space and 431 parking spaces in a parking garage, located in a class A mixed use office and retail building (the “101 Building”), each located in West Palm Beach, Florida (the “Waterfront Clematis Property”). The proceeds of the Waterfront Clematis Mortgage Loan were primarily used to fund reserves, to pay closing costs and return equity to the borrower sponsor.

 

The Borrower and Borrower Sponsor. The borrower for the Waterfront Clematis Mortgage Loan is Colonnade Clematis, LLC ( the “Waterfront Clematis Borrower”), a single purpose Delaware limited liability company, with two independent directors in its organizational structure. Legal counsel to the Waterfront Clematis Borrower delivered a non-consolidation opinion in connection with

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

 

T-50 

 

 

Mixed Use – Office/Retail Loan #5 Cut-off Date Balance:   $45,000,000
One North Clematis and 101 North Waterfront Clematis Cut-off Date LTV:   56.9%
Clematis   U/W NCF DSCR:   3.06x
West Palm Beach, FL 33401   U/W NOI Debt Yield:   11.0%

 

the origination of the Waterfront Clematis Mortgage Loan. Joseph S. Sambuco is the borrower sponsor and non-recourse carveout guarantor for the Waterfront Clematis Mortgage Loan. Joseph S. Sambuco has approximately 40 years of commercial real estate experience and has been involved in the acquisition of commercial real estate properties, and the operation of more than 15.0 million square feet of commercial real estate. Joseph S. Sambuco is the founder of Colonnade Properties, LLC, a privately held, full-service real estate investment and operating company that acquires, manages and repositions real estate assets. The remaining ownership interest in the Waterfront Clematis Property is indirectly owned by Florida Crystals Corporation, which is the second largest tenant at the Waterfront Clematis Property. Florida Crystals Corporation also owns a majority interest in American Sugar Refining, Inc., the largest tenant at the Waterfront Clematis Property. Florida Crystals Corporation is permitted under the Waterfront Clematis Mortgage Loan to take control of the Waterfront Clematis Borrower provided that certain conditions are satisfied, including provision of a replacement guaranty and environmental indemnity by Florida Crystals Corporation.

 

The Property. The Waterfront Clematis Property consists of (i) the 100 Building, a 102,245 square foot 5-story Class A office building located at One North Clematis and (ii) the 101 Condominium, a commercial condominium unit comprising 24,443 square feet of office space, 15,404 square feet of ground floor retail space and 431 parking spaces in a parking garage, located in the 101 Building, a 5-story mixed use office and retail building, totaling 142,092 square feet, on an approximately 1.49-acre site in West Palm Beach, Florida. The two buildings are located across the street from each other. The Waterfront Clematis Property was originally built in 2001 and since 2015, the borrower sponsor has invested $933,000 ($6.57 PSF) in capital expenditures including an HVAC control system replacement, a new security system, awning replacements, updated lighting, cooling tower replacement, and roof coating. Office space at the Waterfront Clematis Property makes up 126,688 square feet (89.2% of NRA; 91.3% of underwritten base rent) and retail makes up 15,404 square feet (10.8% of NRA; 8.7% of underwritten base rent).

 

The 101 Building is subject to a vertical separation regime (the “101 Building Vertical Separation Regime”) and condominium regimes. Under the 101 Building Vertical Separation Regime, the 101 Building is divided into two parcels: (a) a commercial parcel comprised of the office and retail space on the first and second floors, plus the parking garage and (b) a residential parcel located on the third through fifth floors comprised of 59 individually owned residential apartments which are subject to a residential condominium regime, and 59 parking spaces in the parking garage. The commercial parcel in the 101 Building Vertical Separation Regime is further subject to a commercial condominium regime, pursuant to which the commercial parcel is divided into two condominium units, unit C-2, which contains 3,770 square feet of retail space and unit C-1 which contains the remaining portion of the commercial parcel and comprises the 101 Condominium Unit. With respect to the 101 Building, only the 101 Condominium Unit is collateral for the Waterfront Clematis Mortgage Loan. The Waterfront Clematis Borrower, as successor to the original declarant, is the declarant under the 101 Building Vertical Separation Regime, with general responsibility to operate, maintain and set budgets for the 101 Building. Subject to certain exceptions, under the 101 Building Vertical Separation Regime, building shared expenses are generally allocated 40.0% to the commercial parcel and 60.0% to the residential parcel (provided that with respect to certain expenses, including insurance, the borrower parcel is required to pay a larger percentage of such expenses), and parking garage expenses are allocated 88.1% to the commercial parcel and 11.9% to the residential parcel. Under the commercial condominium regime, the owner of the 101 Condominium Unit (the collateral unit) has the right to appoint two members of the three member board of directors of the condominium, and the owner of unit C-2 has the right to appoint the remaining member. At any meeting of the members of the condominium, the Waterfront Clematis Borrower controls 92.0% of the condominium votes and the owner of unit C-2 controls the remaining 8.0% of the votes, and the two units also share the expenses allocable to the commercial unit in the 101 Building Vertical Separation Regime in the same proportion. Accordingly, the Waterfront Clematis Borrower is generally responsible for 36.8% of the commercial and residential area shared expenses and 81.8% of the entire parking garage area shared expenses. The Waterfront Clematis Property generates parking income (14.9% of underwritten effective gross income) through contractual parking agreements with tenants, transient parking income, and fees collected from an on-site valet. The Waterfront Clematis Property was 98.7% leased as of May 31, 2020 to 14 tenants. The two largest tenants are American Sugar Refining, Inc. (31,545 square feet; 22.2% of NRA; 24.0% of underwritten rent through 09/30/2031) (“American Sugar”) and Florida Crystals Corporation (24,995 square feet; 17.6% of NRA; 17.7% of underwritten rent through 03/31/2033) (“Florida Crystals”). The second largest tenant, Florida Crystals, owns a majority interest in American Sugar and also owns a 92% indirect equity interest in the Waterfront Clematis Borrower. The remaining 12 tenants combine to account for 58.9% of NRA and 58.3% of underwritten rent.

 

Major Tenants.

 

American Sugar (31,545 square feet, 22.2% of NRA, 24.0% of underwritten rent, 9/30/2031 lease expiration). American Sugar has been a tenant at the Waterfront Clematis Property since 2011 and is a cane sugar refining company, with a production capacity of 6.5 million tons of sugar. The company produces a full line of consumer, industrial, food service, and specialty sweetener products. In 1998, Florida Crystals, the second largest tenant at the Waterfront Clematis Property, and the Sugar Cane Growers Cooperative of Florida partnered to create American Sugar. Since 2011, American Sugar has expanded three times and in March 2020, American Sugar executed an 11-year lease renewal through September 2031. American Sugar has a lease expiration of September 30, 2031 and has the option to renew its lease for one, six-year term as to 3,591 square feet of its space. American Sugar is an affiliate of the Waterfront Clematis Borrower.

 

Florida Crystals (24,995 square feet, 17.6% of NRA, 17.7% of underwritten rent, 3/31/2033 lease expiration). Florida Crystals has been a tenant at the Waterfront Clematis Property since 2001. Founded in 1960, Florida Crystals is the largest cane sugar refiner in the United States, with brands including Domino, Redpath, Tate & Lyle, and C&H. Florida Crystals is headquartered at the Waterfront Clematis Property. In addition to its sugar operations, in 2012 Florida Crystals founded FCI Residential Corporation, a real estate services company that develops, constructs and manages luxury rental communities in urban areas. Florida Crystals is also a founding general partner in Atlantic Creek, a commercial real estate investment fund based in Palm Beach Florida that has invested in over 40 properties representing approximately 2.5 million square feet. Since 2001, Florida Crystals has executed numerous lease amendments

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

 

T-51 

 

 

Mixed Use – Office/Retail Loan #5 Cut-off Date Balance:   $45,000,000
One North Clematis and 101 North Waterfront Clematis Cut-off Date LTV:   56.9%
Clematis   U/W NCF DSCR:   3.06x
West Palm Beach, FL 33401   U/W NOI Debt Yield:   11.0%

 

and has leased an additional 3,500 square feet. In March 2020, Florida Crystals executed a 13-year lease renewal through March 2033. Florida Crystals has a lease expiration of March 31, 2033 with no renewal options remaining. Florida Crystals is an affiliate of the Waterfront Clematis Borrower.

 

Nelson Mullins Riley & Scarborough, LLP (14,449 square feet, 10.2% of NRA, 9.6% of underwritten rent, 5/31/2021 lease expiration). Nelson Mullins Riley & Scarborough, LLP has been a tenant at the Waterfront Clematis Property since 2001 and is a diversified law firm of more than 800 attorneys. Nelson Mullins Riley & Scarborough, LLP serves its clients in more than 100 practice areas including litigation, corporate, securities, finance, intellectual property, employment, government relations, regulatory, and other areas of law. Nelson Mullins Riley & Scarborough, LLP has a lease expiration of May 31, 2021 with two, five-year renewal options remaining.

 

WWJR Enterprises Inc (13,609 square feet, 9.6% of NRA, 9.1% of underwritten rent, 3/31/2029 lease expiration). WWJR Enterprises Inc has been a tenant at the Waterfront Clematis Property since 2018 and is a privately held investment company that invests in a range of venture capital and private equity interests. WWJR Enterprises Inc has a lease expiration of March 31, 2029 with two, five-year renewal options remaining.

 

Andersen Tax, LLC (9,169 square feet, 6.5% of NRA, 6.3% of underwritten rent, 12/31/2024 lease expiration). Andersen Tax, LLC has been a tenant at the Waterfront Clematis Property since 2017 and is a tax firm that provides tax, valuation, financial advisory and consulting services to individuals and corporate clients. Andersen Tax, LLC has a lease expiration of December 31, 2024 with one, five-year renewal option remaining. Andersen Tax, LLC may terminate its lease on January 31, 2022 with written notice by March 31, 2021 and payment of a termination fee equal to the unamortized leasing commission, the value of the free rent provided and tenant improvements, amortized using an 8% interest rate over the lease term.

The following table presents certain information relating to the tenancy at the Waterfront Clematis Property:

 

Major Tenants(1)

 

Tenant Name Credit Rating (Fitch/Moody’s/
S&P)
Tenant NRSF % of
NRSF
Annual U/W Rent PSF Annual
U/W Rent
% of Total Annual U/W Rent Lease
Expiration
Date
Extension Options Term. Option (Y/N)
Major Tenant                
American Sugar(2) NR/NR/NR 31,545 22.2% $34.58 $1,090,860 24.0% 9/30/2031 1, 6 year N
Florida Crystals(3) NR/NR/NR 24,995 17.6% $32.20 $804,825 17.7% 3/31/2033 None N
Nelson Mullins Riley & Scarborough, LLP(4) NR/NR/NR 14,449 10.2% $30.24 $436,938 9.6% 5/31/2021 2, 5 year N
WWJR Enterprises Inc NR/NR/NR 13,609 9.6% $30.31 $412,489 9.1% 3/31/2029 2, 5 year N
Andersen Tax, LLC(5) NR/NR/NR 9,169 6.5% $31.02 $284,413 6.3% 12/31/2024 1, 5 year Y
Total Major Tenants 93,767 66.0% $32.31 $3,029,525 66.7%      
                   
Non-major Tenants 46,527 32.7% $32.49 $1,511,535 33.3%      
                 
Occupied Collateral Total 140,294 98.7% $32.37 $4,541,060 100.0%      
                 
Vacant Space 1,798 1.3%            
                 
Collateral Total 142,092 100.0%            
                   
                     
(1)Information is based on the underwritten rent roll.
(2)American Sugar has the option to renew its lease for one, six-year term with respect to 3,591 square feet of its space. American Sugar is majority owned by the second largest tenant, Florida Crystals. Florida Crystals also owns 92% of the equity interest in the Waterfront Clematis Borrower. At loan origination, approximately $60,008 of free rent was reserved for American Sugar.
(3)Florida Crystals owns 92% of the equity interest in the Waterfront Clematis Borrower. At loan origination, approximately $46,153 of free rent was reserved for Florida Crystals.
(4)At loan origination, $49,822 was reserved for a disputed reimbursement account for Nelson Mullins Riley & Scarborough, LLP.
(5)Andersen Tax, LLC may terminate its lease on January 31, 2022 with written notice by March 31, 2021 and payment of a termination fee equal to the unamortized leasing commission, the value of the free rent provided and tenant improvements, amortized using an 8% interest rate over the lease term.

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

 

T-52 

 

 

Mixed Use – Office/Retail Loan #5 Cut-off Date Balance:   $45,000,000
One North Clematis and 101 North Waterfront Clematis Cut-off Date LTV:   56.9%
Clematis   U/W NCF DSCR:   3.06x
West Palm Beach, FL 33401   U/W NOI Debt Yield:   11.0%

 

The following table presents certain information relating to the lease rollover schedule at the Waterfront Clematis Property:

 

Lease Expiration Schedule(1)(2)

 

Year Ending
 December 31,
No. of Leases Expiring Expiring NRSF % of Total NRSF Cumulative Expiring NRSF Cumulative % of Total NRSF Annual
 U/W
Rent
% of Total Annual U/W Rent Annual
 U/W
Rent
 PSF(3)
MTM 0 0 0.0% 0 0.0% $0.00 0.0% $0.00
2020 1 3,626 2.6% 3,626 2.6% $108,427 2.4% $29.90
2021 2 22,961 16.2% 26,587 18.7% $721,889 15.9% $31.44
2022 1 7,155 5.0% 33,742 23.7% $339,863 7.5% $47.50
2023 4 21,044 14.8% 54,786 38.6% $606,590 13.4% $28.82
2024 1 9,169 6.5% 63,955 45.0% $284,413 6.3% $31.02
2025 1 2,573 1.8% 66,528 46.8% $74,566 1.6% $28.98
2026 0 0 0.0% 66,528 46.8% $0 0.0% $0.00
2027 1 7,208 5.1% 73,736 51.9% $209,609 4.6% $29.08
2028 0 0 0.0% 73,736 51.9% $0 0.0% $0.00
2029 1 13,609 9.6% 87,345 61.5% $412,489 9.1% $30.31
2030 0 0 0.0% 87,345 61.5% $0 0.0% $0.00
Thereafter 2 52,949 37.3% 140,294 98.7% $1,783,215 39.3% $33.68
Vacant 0 1,798 1.3% 142,092 100.0% $0   0.0% $0.00
Total/Weighted Average 14 142,092 100.0%     $4,541,060 100.0% $32.37

 

(1)Information obtained from the underwritten rent roll.
(2)Certain tenants may have lease termination options that are exercisable prior to the originally stated expiration date of the subject lease and that are not considered in the Lease Expiration Schedule.
(3)Total/Weighted Average Annual U/W Base Rent PSF excludes Vacant space.

 

The following table presents historical occupancy percentages at the Waterfront Clematis Property:

 

Historical Occupancy

 

12/31/2015(1)

12/31/2016(1)

12/31/2017(1)

12/31/2018(1)

12/31/2019(1)

5/31/2020(2)

87.2% 78.8% 90.4% 98.7% 98.7% 98.7%

 

(1)Information obtained from the borrower sponsor.
(2)Information obtained from the underwritten rent roll.

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

 

T-53 

 

 

Mixed Use – Office/Retail Loan #5 Cut-off Date Balance:   $45,000,000
One North Clematis and 101 North Waterfront Clematis Cut-off Date LTV:   56.9%
Clematis   U/W NCF DSCR:   3.06x
West Palm Beach, FL 33401   U/W NOI Debt Yield:   11.0%

 

Operating History and Underwritten Net Cash Flow. The following table presents certain information relating to the operating history and underwritten net cash flow at the Waterfront Clematis Property:

 

Cash Flow Analysis

 

  2017 2018 2019 6/30/2020 TTM U/W(1) %(2) U/W $ per SF
Base Rent $2,998,435 $3,406,081 $3,918,366 $3,950,131 $4,361,337 52.1% $30.69
Grossed Up Vacant Space 0 0 0 0 50,344 0.6 0.35
Rent Steps

0

0

0

0

179,723

2.1

1.26

Gross Potential Rent $2,998,435 $3,406,081 $3,918,366 $3,950,131 $4,591,404 54.9% $32.31
Other Income(3) 1,074,375 1,165,253 1,161,819 1,069,193 1,161,819 13.9 8.18
Total Recoveries

1,994,901

2,322,084

2,446,109

2,726,166

2,613,559

31.2

18.39

Net Rental Income $6,067,710 $6,893,418 $7,526,294 $7,745,490 $8,366,782 100.0% $58.88
(Vacancy & Credit Loss)

0

0

0

0

-576,125

-12.5

-4.05

Effective Gross Income $6,067,710 $6,893,418 $7,526,294 $7,745,490 $7,790,657 93.1% $54.83
               
Real Estate Taxes $973,961 $998,625 $1,020,032 $1,041,560 $1,062,533 13.6% $7.48
Insurance 140,337 108,756 125,876 133,855 145,000 1.9 1.02
Management Fee 263,512 295,861 312,871 331,946 311,490 4.0 2.19
Other Operating Expenses

1,373,049

1,358,343

1,325,680

1,305,144

1,325,680

17.0

9.33

Total Operating Expenses $2,750,860 $2,761,586 $2,784,458 $2,812,505 $2,844,703 36.5% $20.02
               
Net Operating Income $3,316,851 $4,131,832 $4,741,836 $4,932,985 $4,945,954 63.5% $34.81
Replacement Reserves 0 0 0 0 28,346 0.4 0.20
TI/LC

0

0

0

0

410,646

5.3

2.89

Net Cash Flow $3,316,851 $4,131,832 $4,741,836 $4,932,985 $4,506,962 57.9% $31.72
               
NOI DSCR  2.25x 2.80x 3.22x 3.35x 3.36x    
NCF DSCR 2.25x 2.80x 3.22x 3.35x 3.06x    
NOI Debt Yield 7.4% 9.2% 10.5% 11.0% 11.0%    
NCF Debt Yield 7.4% 9.2% 10.5% 11.0% 10.0%    

(1)For the avoidance of doubt, no COVID specific adjustments have been made to the lender U/W.
(2)Represents (i) percent of Net Rental Income for all revenue fields, (ii) percent of Gross Potential Rent for Vacancy & Credit Loss and (iii) percent of Effective Gross Income for all other fields.
(3)Other income is primarily made up of parking income at the 493-stall, six-level parking garage in the 101 Building. The Waterfront Clematis Property generates parking income through contractual parking agreements with tenants, transient parking income, and fees collected from the on-site valet.

 

Appraisal. The appraiser concluded to an “as is” appraised value of $79,100,000 with a valuation date of February 4, 2020.

 

Environmental Matters. According to a Phase I environmental site assessment dated February 10, 2020, there was no evidence of any recognized environmental conditions at the Waterfront Clematis Property.

 

COVID-19 Update. As of September 1, 2020, the Waterfront Clematis Street Mortgage Loan is current as of the September debt service payment and is not subject to any forbearance, modification or debt service relief request. As of August 25, 2020, the borrower sponsor has reported that the Waterfront Clematis Street Property is partially open and operating with 94.6% of tenants by occupied NRA and 95.7% of tenants by underwritten base rent having paid their full August 2020 rent payments. As of August 25, 2020, two ground floor retail tenants were granted rent relief. Pistache French Bistro is paying rent equal to 10% of gross revenues with a minimum of $11,704 per month from April 2020 to November 2020. Phenix Salon Suites received one-month of free rent in April 2020 and has resumed paying its full rent since. Two office tenants (Andersen Tax, LLC and Cozen O'Connor, PC) requested relief, but were not granted relief. These tenants have continued to pay full rent on time.

 

Market Overview and Competition. The Waterfront Clematis Property is located within West Palm Beach, Florida. Land uses immediately surrounding the Waterfront Clematis Property are predominantly residential condominiums, office buildings, government buildings, and some retail uses. To the north of the Waterfront Clematis Property is the Flagler Banyan Square mixed-use development currently under construction, that is expected to contain The Ben hotel, a 208 room hotel that will be part of the Marriott Autograph Collection, the Oversea apartments which is expected to contain 251 units, as well as boutique office and ground floor retail. To the south of the Waterfront Clematis Property is the Flagler Park, a waterfront park in downtown West Palm Beach and to the east of the of the Waterfront Clematis Property is the Palm Harbor Marina and Yacht Club, which features over 200 slips accommodating boats between 50 – 250 feet in length. Primary access to the Waterfront Clematis Property is provided by numerous local and regional arteries including S. Dixie Highway, Interstate 95 and Florida’s turnpike and the Palm Tran, which is the county public bus system, and Tri-Rail, which is the regions commuter passenger rail system. Palm Beach International Airport (“PBI”), located approximately 2.0 miles southwest of the Waterfront Clematis Property, offers over 200 daily non-stop arrivals and departures to 34 destinations in the United States, Canada and the Caribbean on 11 airlines. Situated adjacent to I-95 and accessible from anywhere in Palm Beach County,


THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

 

T-54 

 

 

Mixed Use – Office/Retail Loan #5 Cut-off Date Balance:   $45,000,000
One North Clematis and 101 North Waterfront Clematis Cut-off Date LTV:   56.9%
Clematis   U/W NCF DSCR:   3.06x
West Palm Beach, FL 33401   U/W NOI Debt Yield:   11.0%

 

PBI provides air travel for more than 6.8 million passengers every year. According to the appraisal, as of the third quarter of 2019, the Palm Beach County office market had an inventory of approximately 23.7 million square feet, overall vacancy in the market of approximately 13.3% and overall weighted average asking rent of $38.00 per square foot.

 

Submarket Information – According to the appraisal, as of the third quarter of 2019, the Downtown West Palm Beach submarket had an inventory of approximately 3.2 million square feet, overall vacancy in the submarket of approximately 13.4% and overall weighted average asking rent of $50.51 per square foot.

 

The following table presents certain information relating to the appraiser’s market rent conclusion for the Waterfront Clematis Property:

 

Market Rent Summary(1)

 

  Market Rent (PSF) Lease Term (Yrs.) Lease Type (Reimbursements) Rent Increase Projection
Office $32.00 5 Net 3.0% per annum
Retail $28.00 5 Net 3.0% per annum
(1)Information obtained from the appraisal.

 

The following table presents certain information relating to eight office comparable leases to those at the Waterfront Clematis Property:

Comparable Leases(1)

 

Property Name/Address Year Built Total GLA (SF) Lease Size (SF) Lease Date Lease Term (Yrs.)
Initial Rent/SF
Rent Steps Reimbursements

625 North Flagler Drive,

West Palm Beach, FL

1984 108,482 4,986 1/20 5 $27.50 3.0% Net

NorthBridge Center

515 North Flagler Drive

West Palm Beach, FL

1985 246,992 3,146 3/19 5 $40.00 3.0% Net

NorthBridge Center

515 North Flagler Drive

West Palm Beach, FL

1985 246,992 3,021 3/19 5 $33.00 3.0% Net

Phillips Point

777 South Flagler Drive

West Palm Beach, FL

1985 & 1988 448,992 4,000 7/18 7 $40.00 3.0% Net

Phillips Point

777 South Flagler Drive

West Palm Beach, FL

1985 & 1988 448,992 16,154 5/18 5 $42.00 3.0% Net

Flagler Center

501 South Flagler Drive

West Palm Beach, FL

1976 90,000 2,611 2/18 1 $20.50 3.0% Net

Flagler Center

501 South Flagler Drive

West Palm Beach, FL

1976 90,000 3,745 2/18 7 $26.96 3.0% Net

Flagler Center

501 South Flagler Drive

West Palm Beach, FL

1976 90,000 13,988 2/16 8 $26.50 3.0% Net
(1)    Information obtained from the appraisal.

 

Escrows. 

 

Deferred Maintenance Reserve – The Waterfront Clematis Mortgage Loan documents provide for an upfront reserve of approximately $19,375 for required repairs, including parking garage repairs, roof awnings replacement and elevator inspection.

 

Real Estate Taxes – The Waterfront Clematis Mortgage Loan documents provide for an upfront reserve of approximately $820,807 for real estate taxes and ongoing monthly deposits into a reserve for real estate taxes in an amount equal to 1/12 of the real estate taxes that the lender estimates will be payable during the next twelve months for the Waterfront Clematis Property (initially $91,201) and, until such time as the Waterfront Clematis Property is a separate and legally distinct tax parcel with its own tax parcel identification number, for an adjoining parcel of land. 

 

Insurance – The Waterfront Clematis Mortgage Loan documents provide for an upfront reserve of approximately $829 for insurance premiums and ongoing monthly deposits into a reserve for insurance premiums in an amount equal to 1/12 of the insurance premiums that the lender estimates will be payable for the renewal of coverage upon the expiration of the insurance policies (initially $202); provided that such monthly deposits are not required so long as (i) no event of default has occurred and is continuing, (ii) the liability and casualty insurance coverage for the Waterfront Clematis Property is included in a blanket policy approved by the lender in its


THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

 

T-55 

 

 

Mixed Use – Office/Retail Loan #5 Cut-off Date Balance:   $45,000,000
One North Clematis and 101 North Waterfront Clematis Cut-off Date LTV:   56.9%
Clematis   U/W NCF DSCR:   3.06x
West Palm Beach, FL 33401   U/W NOI Debt Yield:   11.0%

 

reasonable discretion, and (iii) the Waterfront Clematis Borrower provides the lender with evidence of payment of the insurance premiums and renewals of the insurance policies, no later than five days prior to the expiration of the current policy. 

 

Replacement Reserve – The Waterfront Clematis Mortgage Loan documents provide for an upfront reserve of approximately $302,000 for approved capital expenditures and ongoing monthly deposits of approximately $2,362 into a reserve for approved capital expenditures. 

 

TI/LC Reserve – The Waterfront Clematis Mortgage Loan documents provide for monthly deposits of approximately $23,622 for future tenant improvements and leasing commissions, provided that such deposits are not required if such deposits would cause the amount then on deposit in such reserve to exceed approximately $850,380. 

 

Rent Concession Funds Reserve – The Waterfront Clematis Mortgage Loan documents provide for an upfront reserve of $184,304 for the rent credits or abatements which were given or granted to three tenants at the Waterfront Clematis Property, including American Sugar, Florida Crystals, and Cozen O’Connor, PC and for a disputed reimbursement account for Nelson Mullins Riley & Scarborough, LLP. 

 

Condominium Common Charge Funds Reserve – The Waterfront Clematis Mortgage Loan documents provide for an upfront reserve of an amount equal to twelve months of the condominium common charges due with respect to the condominium unit included in the Waterfront Clematis Property for any condominium common charges imposed by the board of directors of the condominium that were not timely paid by the Waterfront Clematis Borrower ($1,200). 

 

Lockbox and Cash Management. The Waterfront Clematis Mortgage Loan is structured with a hard lockbox and springing cash management. The Waterfront Clematis Borrower is required to direct each tenant of the Waterfront Clematis Property to deposit all rents directly into the lockbox account, and to deposit any funds received by the Waterfront Clematis Borrower and property manager, notwithstanding such direction, into the lockbox account within two business days of receipt. Upon the first occurrence of a Cash Sweep Event Period (as defined below), the lender is required to establish, and the Waterfront Clematis Borrower is required to cooperate with the cash management bank to establish, a lender-controlled cash management account, into which all funds in the lockbox account will be required to be deposited, so long as the Cash Sweep Event Period is continuing. During the continuance of a Cash Sweep Event Period, provided no event of default under the Waterfront Clematis Mortgage Loan documents is continuing, all funds in the cash management account are required to be applied on each monthly payment date: (i) to make the monthly deposits into the real estate tax and insurance reserves as described above under “Escrows,” (ii) to pay debt service on the Waterfront Clematis Mortgage Loan, (iii) to make the monthly deposits into the Replacement Reserve and TI/LC Reserve, if any, as described above under “Escrows,” (iv) to pay operating expenses set forth in the annual budget (which is required to be approved by the lender) and lender-approved extraordinary expenses, and (v) to deposit any remainder in the following order of priority: (a) upon the occurrence and during the continuance of a Lease Sweep Period (as defined below), into a lease sweep reserve subaccount to be held by the lender for any approved leasing expenses with respect to the Lease Sweep Lease (as defined below) space, and (b) for any other Cash Sweep Event Period, into an excess cash flow subaccount to be held as additional security for the Waterfront Clematis Mortgage Loan during the continuance of such Cash Sweep Event Period. If no Cash Sweep Event Period is continuing, all funds in the excess cash flow subaccount are required to be disbursed to the Waterfront Clematis Borrower. 

 

“Cash Sweep Event Period” means a period:

(i)commencing upon an event of default under the Waterfront Clematis Mortgage Loan documents and ending upon the cure, if applicable, of such event of default;
(ii)commencing upon any bankruptcy filing (whether voluntary or involuntary), or insolvency of the Waterfront Clematis Borrower, guarantor or affiliated manager, and ending, in the case of a bankruptcy or insolvency of affiliated manager only, if the Waterfront Clematis Borrower replaces the affiliated manager with a qualified manager acceptable to the lender under a replacement management agreement acceptable to the lender;
(iii)commencing upon the debt service coverage ratio on the Waterfront Clematis Mortgage Loan falling below 1.20x at the end of any calendar quarter (based on the trailing 12 months of operating statements), and ending on the date the debt service coverage ratio equals or exceeds 1.20x for the immediately preceding two consecutive calendar quarters; or
(iv)commencing upon the occurrence of any Lease Sweep Period and ending upon the cure or termination of the applicable Lease Sweep Period.

  

“Lease Sweep Period” means a period:

 

(i)commencing upon any default under a Lease Sweep Lease (as defined below) by the tenant and ending upon either (x) the cure, if applicable, of such default or (y) the space leased under the Lease Sweep Lease being leased pursuant to one or more qualified leases and all Occupancy Conditions (as defined below) being fully satisfied (a “Re-tenanting Cure”);

(ii)commencing upon any tenant under a Lease Sweep Lease going dark (which does not include temporary cessation of normal business operations for a commercially reasonable period of time (A) in the ordinary course of business, (B) during renovations following a casualty or other destruction or damage to the Waterfront Clematis Property or (C) due to a governmental mandated shutdown (as to which a reasonable period of time may not exceed 90 days)) and ending upon either (x) the tenant being in actual, physical possession of its leased space, open to the general public for business during customary hours, having no longer gone dark in all or any material portion of its leased space and paying full unabated rent or (y) a Re-tenanting Cure;

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

 

T-56 

 

 

Mixed Use – Office/Retail Loan #5 Cut-off Date Balance:   $45,000,000
One North Clematis and 101 North Waterfront Clematis Cut-off Date LTV:   56.9%
Clematis   U/W NCF DSCR:   3.06x
West Palm Beach, FL 33401   U/W NOI Debt Yield:   11.0%

 

(iii)commencing upon the surrender, cancellation or termination of a Lease Sweep Lease prior to its then current expiration date or the receipt by the Waterfront Clematis Borrower or manager of notice from any tenant under a Lease Sweep Lease of its intent to surrender, cancel or terminate the Lease Sweep Lease, and ending upon either (x) the tenant under the Lease Sweep Lease irrevocably revoking or rescinding in writing all termination or cancellation notices or otherwise indicating its intention in writing to not terminate, cancel or surrender the Lease Sweep Lease and such tenant paying full unabated contractual rent under the Lease Sweep Lease or (y) a Re-tenanting Cure;

(iv)commencing upon any voluntary or involuntary insolvency or bankruptcy action of any tenant under a Lease Sweep Lease, and ending upon either (x) such tenant no longer being insolvent or subject to any bankruptcy or insolvency proceedings and the applicable Lease Sweep Lease having been affirmed pursuant to a final, non-appealable order of a court of competent jurisdiction or such bankruptcy or insolvency proceedings have been dismissed or withdrawn or (y) a Re-tenanting Cure; or

(v)commencing upon the date that is twelve months prior to the earliest stated expiration date set forth in the Lease Sweep Lease, and ending upon a Re-tenanting Cure.

  

Notwithstanding the foregoing, the nonrenewal of the American Sugar lease for Suite 302 will not trigger a Lease Sweep Period. 

 

“Lease Sweep Lease” means individually or collectively as the context may so require, (i) the Florida Crystals lease, (ii) the American Sugar lease, and/or (iii) a replacement lease or leases of the applicable Lease Sweep Lease that (a) has an initial term to expiration of not less than five years, (b) is reasonably approved by the lender and otherwise entered into in accordance with the terms set forth in the loan agreement, (c) has/have economic terms in the aggregate between the replacement lease or leases that would yield a debt service coverage ratio on the Waterfront Clematis Mortgage Loan of at least 1.80x, and (d) is subordinate to the lien of the security instrument, or in the alternative, such replacement tenant has entered into a subordination, non-disturbance and attornment agreement with the lender which is reasonably acceptable to the lender.

 

“Occupancy Conditions” means the delivery by the Waterfront Clematis Borrower to the lender of evidence reasonably satisfactory to the lender (for conditions (b) through (e), an estoppel certificate will be deemed satisfactory) that (a) the Lease Sweep Lease space is tenanted under one or more qualified leases, (b) the applicable tenant has taken occupancy of the entire leased space, (c) the applicable lease is in full force and effect, there are no outstanding defaults thereunder and all contingencies under all such leases to the effectiveness of such leases have been satisfied, (d) all leasing commissions payable in connection with any such lease have been paid and all tenant improvement obligations or other landlord obligations of an inducement nature have been completed and paid in full or, alternatively, sufficient funds will be deposited by the Waterfront Clematis Borrower with the lender to be held in the lease sweep reserve for such purposes, and (e) all such tenants have taken occupancy and have begun to pay full contractual rent under their respective leases and all rent abatements or free rent periods have expired, unless such free rents or rent abatements have been deposited into the applicable reserve account for such purpose.

 

Property Management. The Waterfront Clematis Property is managed by Colonnade Property Management, LLC, a borrower sponsor affiliate.

 

Partial Release. Not permitted. 

 

Real Estate Substitution. Not permitted. 

 

Subordinate and Mezzanine Indebtedness. Provided that no event of default exists under the Waterfront Clematis Mortgage Loan documents, an Approved Subordinate Pledge (as defined below) of indirect equity interests in the Waterfront Clematis Borrower by Fanjul Corporation, a Florida corporation that indirectly holds a 66.8% interest in the Waterfront Clematis Borrower, or Florida Crystals, a Delaware corporation that indirectly holds a 92.0% interest in the Waterfront Clematis Borrower, is permitted without the lender’s consent, provided that, among other conditions, after giving effect to the Approved Subordinate Pledge and after any enforcement action by the subordinate lender occurs as a result of a default under any documentation evidencing and/or securing the Approved Subordinate Pledge, but subject to the right of Florida Crystals to take over control of the Waterfront Clematis Borrower, the non-recourse carveout guarantor (i) owns at least an 8% direct or indirect equity ownership interest in the Waterfront Clematis Borrower, (ii) controls the Waterfront Clematis Borrower, and (iii) controls the day-to day operation of the Waterfront Clematis Property. 

 

“Approved Subordinate Pledge” means a loan from a subordinate lender to Fanjul Corp., a Florida corporation, or Florida Crystals, a Delaware corporation, which Approved Subordinate Pledge: (i) is secured by more than 49.0% of the direct or indirect equity of Fanjul Corporation or Florida Crystals, (ii) is made after the origination date, (iii) will be in an amount that when added to the Waterfront Clematis Mortgage Loan will result in a combined loan to "as is" appraised value of the Waterfront Clematis Property ratio of no more than sixty-five percent, (iv) is not secured in whole or in part by any of the Waterfront Clematis Property and (v) creates no obligations or liabilities on the part of the Waterfront Clematis Borrower. At the sole election of the lender, the subordinate lender will be required to enter into a recognition agreement or intercreditor agreement with the lender in form and substance reasonably acceptable to the lender and the applicable rating agencies, which recognition agreement or intercreditor agreement is required to, among other things, restrict the ability of such subordinate lender to (a) transfer the Approved Subordinate Pledge to another person without first obtaining the consent of the lender and the receipt by the lender of a rating agency confirmation from each applicable rating agency if such rating agency confirmation is required under applicable REMIC requirements and (b) requiring that the Approved Subordinate Pledge be completely subordinate to the Waterfront Clematis Mortgage Loan both in payment and priority. 

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

 

T-57 

 

 

Mixed Use – Office/Retail Loan #5 Cut-off Date Balance:   $45,000,000
One North Clematis and 101 North Waterfront Clematis Cut-off Date LTV:   56.9%
Clematis   U/W NCF DSCR:   3.06x
West Palm Beach, FL 33401   U/W NOI Debt Yield:   11.0%

 

Letter of Credit. None. 

 

Ground Lease. None. 

 

Right of First Offer / Right of First Refusal. None. 

 

Terrorism Insurance. The Waterfront Clematis Borrower is required to obtain and maintain an “all risk” property insurance policy that covers perils of terrorism and acts of terrorism in an amount equal to the “full replacement cost” of the Waterfront Clematis Property together with business income insurance covering not less than the 18-month period commencing at the time of loss, together with an extended period of indemnity endorsement of up to twelve months. Notwithstanding the foregoing, for so long as the Terrorism Risk Insurance Act of 2002, as extended and modified by the Terrorism Risk Insurance Program Reauthorization Act of 2015 (“TRIPRA”) is in effect (including any extensions thereof or if another federal governmental program is in effect relating to “acts of terrorism” which provides substantially similar protections as TRIPRA), the lender is required to accept terrorism insurance which covers against “covered acts” as defined by TRIPRA (or such other program) as full compliance with the loan documents, but only in the event that TRIPRA (or such other program) continues to cover both domestic and foreign acts of terrorism. See “Risk Factors—Risks Relating to the Mortgage Loans—Terrorism Insurance May Not Be Available for All Mortgaged Properties” in the Preliminary Prospectus. 

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

 

T-58 

 

 

Multifamily – Garden Loan #6 Cut-off Date Balance:   $40,000,000
555 East Washington Avenue and
182 South Fair Oaks
Heritage Park Apartments Cut-off Date LTV:   19.6%
  U/W NCF DSCR:   5.35x
Sunnyvale, CA 94086   U/W NOI Debt Yield:   27.1%

 

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

 

T-59 

 

 

Multifamily – Garden Loan #6 Cut-off Date Balance:   $40,000,000
555 East Washington Avenue and
182 South Fair Oaks
Heritage Park Apartments Cut-off Date LTV:   19.6%
  U/W NCF DSCR:   5.35x
Sunnyvale, CA 94086   U/W NOI Debt Yield:   27.1%

 

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

 

T-60 

 

 

No. 6 – Heritage Park Apartments
 
Mortgage Loan Information   Mortgaged Property Information
Mortgage Loan Seller: Bank of America, National Association   Single Asset/Portfolio: Single Asset
Credit Assessment
(Fitch/KBRA/Moody’s):
[AAAsf/AAA/AAA]   Property Type – Subtype: Multifamily – Garden
Original Principal Balance: $40,000,000   Location: Sunnyvale, CA
Cut-off Date Balance: $40,000,000   Size: 508 Units
% of Initial Pool Balance: 5.6%   Cut-off Date Balance Per Unit: $78,740
Loan Purpose(1): Recapitalization   Maturity Date Balance Per Unit: $59,973
Borrower Sponsor: C. Gemma Hwang   Year Built/Renovated: 1986/2014
Guarantor: C. Gemma Hwang   Title Vesting: Fee
Mortgage Rate: 2.9000%   Property Manager: Self-managed
Note Date: September 4, 2020   Current Occupancy (As of): 92.3% (8/6/2020)
Seasoning: 0 months   YE 2019 Occupancy: 95.1%
Maturity Date: October 1, 2030   YE 2018 Occupancy: 92.3%
IO Period(2): 1 month   YE 2017 Occupancy: 92.1%
Loan Term (Original)(2): 121 months   YE 2016 Occupancy: 88.6%
Amortization Term (Original): 360   Appraised Value(4)(5): $203,900,000
Loan Amortization Type: Amortizing Balloon   Appraised Value Per Unit(5): $401,378
Call Protection(2): L(24), GRTR 1% or YM or D(92), O(5)   Appraisal Valuation Date: August 10, 2020
Lockbox Type: Springing   Underwriting and Financial Information(5)
Additional Debt: None   TTM NOI(7/31/2020): $11,842,403
Additional Debt Type (Balance): NAP   YE 2019 NOI: $11,517,922
      YE 2018 NOI: $11,225,675
      YE 2017 NOI: $11,108,573
      U/W Revenues: $14,992,803
      U/W Expenses: $4,143,454
      U/W NOI: $10,849,349
Escrows and Reserves(3)   U/W NCF: $10,682,163
  Initial Monthly Cap   U/W DSCR based on NOI/NCF: 5.43x / 5.35x
Taxes $242,291 $60,573 NAP   U/W Debt Yield based on NOI/NCF: 27.1% / 26.7%
Insurance $41,699 Springing NAP   U/W Debt Yield at Maturity based on NOI/NCF: 35.6% / 35.1%
Replacement Reserve $0 $13,932 NAP   Cut-off Date LTV Ratio(4): 19.6%
Required Repair Reserve $40,706 $0 NAP   LTV Ratio at Maturity(4): 14.9%
                 
Sources and Uses
Sources         Uses      
Original loan amount $40,000,000   100.0%   Return of equity(1)  $39,450,788   98.6%
          Reserves  324,696   0.8
          Closing costs  224,516   0.6
Total Sources $40,000,000   100.0%   Total Uses $40,000,000   100.0%

 

(1)The Heritage Park Apartments Property (as defined below) was previously unencumbered. The borrower sponsor acquired the Heritage Park Apartments Property in 1986 and most recently invested $12 million in renovations from 2012-2014.

(2)The first payment date for Heritage Park Apartments Mortgage Loan (as defined below) is November 1, 2020. On the Closing Date of the BANK 2020-BNK28 securitization transaction, Bank of America, National Association will deposit sufficient funds to pay the amount of interest that would be due with respect to an October 1, 2020 payment. IO Period, Loan Term (Original) and Call Protection are inclusive of the additional October 1, 2020 interest-only payment funded by Bank of America, National Association on the Closing Date.

(3)See “Escrows” below for further discussion of reserve requirements.

(4)The appraiser provided a valuation of $78,700,000 for the land portion (without the improvements) of the Heritage Park Apartments Property, which “land value” would result in a Cut-off Date LTV Ratio of 50.8% and an LTV Ratio at Maturity of 38.7%.

(5)While the Heritage Park Apartments Mortgage Loan was originated after the emergence of the novel coronavirus pandemic and the economic disruption resulting from measures to combat the pandemic, the pandemic is an evolving situation and could impact the Heritage Park Apartments Mortgage Loan more severely than assumed in the underwriting of the Heritage Park Apartments Mortgage Loan and could adversely affect the NOI, NCF and occupancy information, as well as the appraised value and the DSCR, LTV and Debt Yield metrics presented above. See "Risk Factors-—Risks Related to Market Conditions and Other External Factors—The Coronavirus Pandemic Has Adversely Affected the Global Economy and Will Likely Adversely Affect the Performance of the Mortgage Loans" in the Preliminary Prospectus.

 

The Mortgage Loan. The mortgage loan (the “Heritage Park Apartments Mortgage Loan”) is evidenced by one promissory note in the original principal balance of $40,000,000. The Heritage Park Apartments Mortgage Loan is secured by a first priority fee mortgage encumbering a 508 unit multifamily property located in Sunnyvale, California (the “Heritage Park Apartments Property”).

 

The Borrowers and Borrower Sponsor. The borrowers are Monument 3: Realty Fund VIII, Ltd. and Monument 3: Realty Fund VII, Ltd., each a California limited partnership (collectively, the “Heritage Park Apartments Borrowers”). Legal counsel to the Heritage Park Apartments Borrowers delivered a non-consolidation opinion in connection with the origination of the Heritage Park Apartments Mortgage Loan. The borrower sponsor and non-recourse carveout guarantor of the Heritage Park Apartments Mortgage Loan is C. Gemma Hwang. The equity ownership in each of the Heritage Park Apartments Borrowers is wholly held by C. Gemma Hwang (50.0%) and her husband K. Philip Hwang (50.0%). The Hwangs acquired the Heritage Park Apartments Property in 1986 and have successfully

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

 

T-61 

 

 

Multifamily – Garden Loan #6 Cut-off Date Balance:   $40,000,000
555 East Washington Avenue and
182 South Fair Oaks
Heritage Park Apartments Cut-off Date LTV:   19.6%
  U/W NCF DSCR:   5.35x
Sunnyvale, CA 94086   U/W NOI Debt Yield:   27.1%

 

owned and operated the Heritage Park Apartments Property for the past 34 years. C. Gemma Hwang is an experienced commercial real estate investor, with a current portfolio of four properties located in the state of California. The portfolio includes two multifamily properties (including the Heritage Park Apartments Property), a Hyatt Place hotel located in Dublin, California and a retail center in Los Angeles.

 

COVID Update. As of September 8, 2020, the Heritage Park Apartments Property is open and operating with 99.8% of tenants by number of units and 99.8% of tenants by base rent having paid their full August 2020 rent payments. The Heritage Park Apartments Property remains 92.3% occupied as of August 6, 2020. The first debt service payment on the Heritage Park Apartments Mortgage Loan is due in November 2020 and, as of September 12, 2020, the Heritage Park Apartments Mortgage Loan is not subject to any forbearance, modification or debt service relief request.

 

The Property. The Heritage Park Apartments Property is a 508 unit multifamily property located in Sunnyvale, California. The garden style community was developed in 1986 and is improved with a total of 48 buildings and 400,480 square feet of net rentable area. The Heritage Park Apartments Property underwent a comprehensive $12 million renovation ($23,622 per unit), between 2012 and 2014, which included $6.2 million of unit renovations to modernize all 508 units with kitchen, flooring, paint and bathroom upgrades.

 

The Heritage Park Apartments Property was developed on a 19.8 acre site in a park-like setting with large green space common areas, trees, walkways, and outdoor amenities. Heritage Park Apartments offers several community amenities including two swimming pools, two spas, a fitness center, a playground, a laundry facility, on-site management and a community clubhouse. The Heritage Park Apartments Property includes 797 parking spaces (approximately 1.6 spaces per unit.) The 508 units are housed in 46 two-story apartment buildings and consist of one and two bedroom units. Of the 508 units, 304 are one-bedroom/one- bathroom units that average 700 square feet of net rentable area. The remaining 204 units are two-bedroom/two-bathroom units that average 920 square feet of net rentable area. Unit amenities include private balconies, high ceilings, large closets, hardwood floors and a full appliance package, including an electric range oven, microwave, refrigerator, garbage disposal and dishwasher.

 

The following table presents certain information relating to the unit mix at the Heritage Park Apartments Property:

 

Unit Mix(1)

 

Unit Mix/Type Units % Occupied Average SF per Unit Total SF Annual Average Rent per SF Monthly Average Rent per Unit Annual Market Rent per SF Monthly Market Rent per Unit(2)
One-Bedroom 304 91.4% 700 212,800 $40.09 $2,339 $38.57 $2,250
Two-Bedroom 204 93.6% 920 187,680 $36.73 $2,816 $35.22 $2,700
Total/Wtd. Avg. 508 92.3% 788 400,480 $38.52 $2,531 $37.00 $2,431
                 
(1)Information obtained from the borrower rent roll dated August 6, 2020, unless specified otherwise.

(2)Information obtained from the appraisal.

 

The following table presents historical occupancy percentages at the Heritage Park Apartments Property:

 

Historical Occupancy(1)

 

12/31/2016  12/31/2017  12/31/2018  12/31/2019 

8/06/2020(2)

88.6%  92.1%  92.3%  95.1%  92.3%

 

(1)Information obtained from the Heritage Park Apartments Borrower.

(2)Information obtained from the borrower rent roll dated August 6, 2020,

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

 

T-62 

 

 

Multifamily – Garden Loan #6 Cut-off Date Balance:   $40,000,000
555 East Washington Avenue and
182 South Fair Oaks
Heritage Park Apartments Cut-off Date LTV:   19.6%
  U/W NCF DSCR:   5.35x
Sunnyvale, CA 94086   U/W NOI Debt Yield:   27.1%

 

Operating History and Underwritten Net Cash Flow. The following table presents certain information relating to the operating history and underwritten net cash flow at the Heritage Park Apartments Property:

 

Cash Flow Analysis

 

   2017  2018  2019  TTM 7/31/2020  U/W  %(1)  U/W $ per Unit  
Gross Potential Rent  $14,570,282  $14,710,787  $14,947,814  $15,143,007    $15,375,951  109.5%  $30,267.62  
(Concessions)(2)  (214,470)  (41,716)  (130,410)  (94,093)   (153,932)  (1.1)  (303.02)  
(Vacancy)(3)  (929,524)  (939,330)  (702,613)  (563,446)  (1,179,335)  (7.7)  (2,321.53)  
Net Rental Income  $13,426,288  $13,729,741  $14,114,791  $14,485,468  $14,042,684  100.0%  $27,643.08  
Other Income(4)  825,425  988,093  957,112  950,119  950,119  6.8  1,870.31  
Effective Gross Income  $14,251,713  $14,717,834  $15,071,903  $15,435,587    $14,992,803  106.8%  $29,513.39  
                        
Real Estate Taxes  664,676  681,144  692,075  692,075  698,916  4.7  1,375.82  
Insurance  202,889  233,820  163,742  200,570  294,215  2.0  579.16  
Other Operating Expenses  2,275,575  2,577,195  2,698,164  2,700,539  3,150,323  21.0  6,201.42  
Total Operating Expenses  $3,143,140  $3,492,159  $3,553,981  $3,593,184    $4,143,454  27.6%  $8,156.41  
                        
Net Operating Income  $11,108,573  $11,225,675  $11,517,922  $11,842,403    $10,849,349  72.4%  $21,356.99  
Replacement Reserves  0  0  0  0  167,186  1.1  329.11  
Net Cash Flow  $11,108,573  $11,225,675  $11,517,922  $11,842,403  $10,682,163  71.2%  $21,027.88  
                        
NOI DSCR  5.56x  5.62x  5.77x  5.93x  5.43x        
NCF DSCR  5.56x  5.62x  5.77x  5.93x  5.35x        
NOI Debt Yield  27.8%  28.1%  28.8%  29.6%  27.1%        
NCF Debt Yield  27.8%  28.1%  28.8%  29.6%  26.7%        
(1)Represents (i) percent of Net Rental Income for all revenue fields, (ii) percent of Gross Potential Rent for Concessions and Vacancy and (iii) percent of Effective Gross Income for all other fields.

(2)Newly signed leases are offered one month free rent.

(3)The Heritage Park Apartments Property was 92.3% occupied as of August 6, 2020.

(4)U/W Other Income is comprised of utility reimbursement (approximately 70%), various lease fees (25%) and parking fees (less than 5%).

 

Appraisal. The appraiser concluded to an “as-is” Appraised Value for the Heritage Park Apartments Property of $203,900,000 as of August 10, 2020. The appraiser also provided a valuation of $78,700,000 for the land portion (without the improvements) of the Heritage Park Apartments Property.

 

Environmental Matters. According to the Phase I environmental site assessment dated March 2, 2020, the Heritage Park Apartments Property was previously used as an industrial cannery from approximately 1908 until 1986. Between 1985 and 1986 when the original buildings were demolished, multiple underground storage tanks (“USTs”) previously used to store liquids like gasoline, bunker fuel, caustic soda and concrete wastewater were removed. USTs containing bunker fuel located near the present day leasing office and buildings 17 and 18 were identified as significant leaking USTs. In 1985, a subsurface investigation was performed which found significant diesel range soil pollution and free product. In 1986, a follow-up investigation included the installation of monitoring wells. Additional investigations and monitoring well installations were performed in 1994. In 1995, a human health risk assessment was conducted, which determined an acceptable level of risk. The Santa Clara Valley Water District concurred with the findings of the human health assessment and issued a UST Closure Letter on October 11, 1996, which approved natural attenuation as the appropriate remedial method and concluded that further corrective action was not required. According to the Phase I environmental site assessment, based on available data, the analysis of the soil vapor pathway that was performed in the previous subsurface investigations would be inadequate to meet present-day site evaluation criteria, and the potential for a vapor intrusion condition to exist is considered to be a recognized environmental condition. The Phase I assessment recommended a limited subsurface investigation to determine the presence or absence of soil, soil vapor, and/or groundwater contamination from the leaking USTs. The lender obtained on opinion of maximum probable cost for the subsurface investigation and remediation of $1,350,563.

 

Market Overview and Competition. The Heritage Park Apartments Property is located in Sunnyvale, California, north of Santa Clara and south of Mountain View, in the heart of Silicon Valley. Access to the neighborhood is provided by several major freeways, including US Highway 101, which connects Sunnyvale to San Francisco to the north and to San Jose to the southeast, and Interstate 85, which provides north-south access between US Highway 101 and Interstate 280. Additionally, the Heritage Park Apartments Property is located a walking distance from the Lawrence Caltrain station, the Bay area's primary rail transportation system.

 

The Heritage Park Apartments Property is located within a two-mile radius of numerous local schools and several popular retail developments. The immediate area surrounding the Heritage Park Apartments Property represents one of the primary commercial areas within the City of Sunnyvale as well as the main downtown area. The Historic Downtown of Sunnyvale is located just a few blocks north of the Heritage Park Apartments Property. The downtown area and Historic Downtown are home to restaurants, bars and boutique shops, driving significant traffic within the community.

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

 

T-63 

 

 

Multifamily – Garden Loan #6 Cut-off Date Balance:   $40,000,000
555 East Washington Avenue and
182 South Fair Oaks
Heritage Park Apartments Cut-off Date LTV:   19.6%
  U/W NCF DSCR:   5.35x
Sunnyvale, CA 94086   U/W NOI Debt Yield:   27.1%

 

The City of Sunnyvale, located 40.6 miles south of San Francisco, is the second largest city in Santa Clara County. The city is located in the heart of Silicon Valley, a region home to more than 7,000 technology companies offering high paying jobs and attracting a highly-educated workforce. There are over 22 million square feet of class A office space within a 3-mile radius of the Heritage Park Apartments Property.

 

According to the appraisal, the Heritage Park Apartments Property is in the Sunnyvale multifamily submarket. As of the second quarter of 2020, the submarket had an inventory of 26,623 units with an average rent per unit of $2,808 and a vacancy rate of 6.9%. The submarket is home to the corporate campuses of several of the world's largest technology firms, including Google, Lockheed Martin, Apple, Network Appliance (NetApp), Yahoo!, Juniper Networks and LinkedIn, among several others.

 

According to the appraisal, the estimated 2020 population within a one- three- and five-mile radius of the Heritage Park Apartments Property was 33,043, 219,674 and 480,009, respectively. The estimated 2020 average household income within a one-, three- and five-mile radius was $162,311, $179,775 and $184,575, respectively.

 

The following table presents certain information relating to comparable rental properties to the Heritage Park Apartments Property:

 

Comparable Rental Properties(1)

 

  Heritage Park Apartments Property(2) Bristol Commons Windsor Ridge Renaissance Kensington Place Arbor Terrace Apartments
Year Built 2018 1988 1989 1998 1993 1979
Number of units 508 188 216 244 170 175
Distance from Subj. (miles) - 0.4 0.5 0.6 2.2 0.8
Occupancy 92.3% 95% 96% 93% 88% 95%
Average Unit size (SF):            
- 1-BR 700 747 735-782 808 687-750 600
- 2-BR 920 1,038 972-1,034 1,084 1,027-1,087 800-846
Average Monthly Rent per Unit:            
- 1-BR $2,339 $2,514-$2,673 $2,502-$2,660 $2,495-$2,655 $2,218-$2,549 $2,528
- 2-BR $2,816 $3,295 $3,294-$3,364 $3,037-$3,237 $3,239-$3,444 $2,604-$2,815
Average Annual Rent per SF:            
- 1-BR $40.09 $42.03 $40.87 $38.28 $39.84 $50.52
- 2-BR $36.73 $38.12 $39.83 $34.72 $37.92 $39.46

(1)       Information obtained from the appraisal.

(2)       Rent for the Heritage Park Apartments Property is based on the borrower rent roll as of August 6, 2020.

 

Escrows.

 

Real Estate Taxes – The Heritage Park Apartments Mortgage Loan documents provide for an upfront reserve of approximately $242,291 for real estate taxes and ongoing monthly reserves for real estate taxes in an amount equal to 1/12th of the real estate taxes that the lender estimates will be payable during the next twelve months (initially $60,573).

 

Insurance – The Heritage Park Apartments Mortgage Loan documents provide for an upfront reserve of approximately $41,699 for insurance premiums. If the Heritage Park Apartments Property is no longer covered by a blanket insurance policy, the Heritage Park Apartments Borrowers are required to deposit monthly 1/12th of the annual estimated insurance premiums.

 

Replacement Reserve – The Heritage Park Apartments Mortgage Loan documents require monthly escrows of $13,932 for replacements.

 

Required Repair Reserve – The Heritage Park Apartments Mortgage Loan documents require an upfront reserve in the amount of $40,706 (representing 125% of the estimated cost of repairs) for specified repairs at the Heritage Park Apartments Property. All of the specified repairs are required to be completed within six months following the origination date.

 

Lockbox and Cash Management. The Heritage Park Apartments Mortgage Loan is structured with a springing lockbox and springing cash management. Upon the first occurrence of a Cash Sweep Period (as defined below), the Heritage Park Apartments Borrowers are required to establish a lockbox account for the benefit of the lender, into which all rents and other revenue from the Heritage Park Apartments Property are required to be deposited by the Heritage Park Apartments Borrowers. All funds in the lockbox account are required to be transferred to the lender-controlled cash management account and disbursed in accordance with the Heritage Park Apartments Mortgage Loan documents. Also during the continuance of a Cash Sweep Period, all excess cash is required to be held by the lender as additional collateral for the Heritage Park Apartments Mortgage Loan. If a Cash Sweep Period occurs more than once during the loan term, the Cash Sweep Period will not be cured and all excess cash will continue to be collected and held by the lender until the full repayment of the Heritage Park Apartments Mortgage Loan.

 

A “Cash Sweep Period” will commence when the debt service coverage ratio is less than 1.20x (tested quarterly) and continue until the debt service coverage ratio is equal to or greater than 1.20x for two consecutive calendar quarters.

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

 

T-64 

 

 

Multifamily – Garden Loan #6 Cut-off Date Balance:   $40,000,000
555 East Washington Avenue and
182 South Fair Oaks
Heritage Park Apartments Cut-off Date LTV:   19.6%
  U/W NCF DSCR:   5.35x
Sunnyvale, CA 94086   U/W NOI Debt Yield:   27.1%

 

Property Management. The Heritage Park Apartments Property is self-managed by the Heritage Park Apartments Borrowers.

 

Partial Release. Not permitted.

 

Real Estate Substitution. Not permitted.

 

Subordinate and Mezzanine Indebtedness. Not permitted.

 

Ground Lease. None.

 

Terrorism Insurance. The Heritage Park Apartments Borrowers are required to obtain and maintain “all risk” property insurance that covers perils of terrorism and acts of terrorism in an amount equal to the full replacement cost of the Heritage Park Apartments Property and business interruption insurance for 12 months with a 6-month extended period of indemnity. See “Risk Factors—Risks Relating to the Mortgage Loans—Terrorism Insurance May Not Be Available for All Mortgaged Properties” in the Preliminary Prospectus.

 

Earthquake Insurance. A seismic risk assessment dated March 2, 2020 indicated a probable maximum loss of 15%. Earthquake insurance is/not required.

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

 

T-65 

 

 

Property Types – Various Loan #7 Cut-off Date Balance:   $37,660,000
Property Addresses – Various ExchangeRight Net Leased Portfolio #39 Cut-off Date LTV:   58.1%
    U/W NCF DSCR:   2.35x
    U/W NOI Debt Yield:   9.8%

 

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

 

T-66 

 

 

Property Types – Various Loan #7 Cut-off Date Balance:   $37,660,000
Property Addresses – Various ExchangeRight Net Leased Portfolio #39 Cut-off Date LTV:   58.1%
    U/W NCF DSCR:   2.35x
    U/W NOI Debt Yield:   9.8%

 

 

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

 

T-67 

 

No. 7 – ExchangeRight Net Leased Portfolio #39
 
Mortgage Loan Information   Mortgaged Property Information
Mortgage Loan Seller: Bank of America, National Association   Single Asset/Portfolio: Portfolio
Credit Assessment (Fitch/KBRA/Moody’s): [NR/NR/NR]   Property Type – Subtype(3): Various/Various
Original Principal Balance(1): $37,660,000   Location(3): Various
Cut-off Date Balance(1): $37,660,000   Size: 331,113 SF
% of Initial Pool Balance: 5.2%  

Cut-off Date Balance Per SF(1):

$149.98
Loan Purpose: Acquisition   Maturity Date Balance Per SF(1): $149.98
Borrower Sponsor: ExchangeRight Real Estate, LLC   Year Built/Renovated(3): Various/NAP
Guarantors: Warren Thomas; David Fisher; Joshua Ungerecht   Title Vesting: Fee
Mortgage Rate: 4.0250%   Property Manager: Self-managed
Note Date: September 2, 2020   Current Occupancy (As of): 100.0% (9/1/2020)
Seasoning: 0 months   YE 2019 Occupancy(4): NAV
Maturity Date: October 1, 2030   YE 2018 Occupancy(4): NAV
IO Period(2): 121 months   YE 2017 Occupancy(4): NAV
Loan Term (Original)(2): 121 months   YE 2016 Occupancy(4): NAV
Amortization Term (Original): NAP   As-Is Appraised Value(5): $85,475,000
Loan Amortization Type: Interest-only, Balloon   As-Is Appraisal Value Per SF(5): $258.14
Call Protection(2): L(24),D(93),O(4)   As-Is Appraisal Valuation Date(6): Various
Lockbox Type: Hard/Springing Cash Management   Underwriting and Financial Information(5)
Additional Debt(1): Yes   YE 2019 NOI(4): NAV
Additional Debt Type (Balance)(1): Pari Passu ($12,000,000)   YE 2018 NOI(4): NAV
      YE 2017 NOI(4): NAV
      YE 2016 NOI(4): NAV
      U/W Revenues: $5,031,769
Escrows and Reserves(7)   U/W Expenses: $150,953
  Initial Monthly Cap   U/W NOI: $4,880,816
Taxes $661,505 Springing NAP   U/W NCF: $4,762,582
Insurance $3,158 Springing NAP   U/W DSCR based on NOI/NCF(1): 2.41x / 2.35x
Replacement Reserve $180,000 $2,083 NAP   U/W Debt Yield based on NOI/NCF(1): 9.8% / 9.6%
TI/LC Reserve $500,000 Springing NAP   U/W Debt Yield at Maturity based on NOI/NCF(1):  9.8% / 9.6%
Required Repair Reserve $193,514 $0 NAP   Cut-off Date LTV Ratio(1): 58.1%
BioLife Rollover Reserve $0 Springing NAP   LTV Ratio at Maturity(1): 58.1%
               
Sources and Uses
Sources         Uses      
Original Whole loan amount $49,660,000   56.7%   Purchase price(8) $85,219,828   97.4%
Cash equity contribution    37,865,402    43.3       Reserves 1,538,177   1.8 
          Closing Costs 767,397   0.9 
Total Sources $87,525,402   100.0%    Total Uses $87,525,402   100.0%
(1)The Cut-off Date Balance Per SF, Maturity Date Balance Per SF, U/W DSCR based on NOI/NCF, U/W Debt Yield based on NOI/NCF, U/W Debt Yield at Maturity based on NOI/NCF, Cut-off Date LTV Ratio and LTV Ratio at Maturity numbers presented above are based on the ExchangeRight Net Leased Portfolio #39 Whole Loan (as defined below).
(2)The first payment date for the ExchangeRight Net Leased Portfolio #39 Whole Loan is November 1, 2020. On the Closing Date of the BANK 2020-BNK28 securitization transaction, Bank of America, National Association will deposit sufficient funds to pay the amount of interest that would be due with respect to an October 1, 2020 payment. IO Period, Loan Term (Original) and Call Protection are inclusive of the additional October 1, 2020 interest-only payment funded by Bank of America, National Association on the Closing Date.
(3)See “The Properties” section.
(4)Historical occupancy and NOI are unavailable because the ExchangeRight Properties (as defined below) were acquired by the borrower sponsor between June 11, 2020 and September 2, 2020.
(5)While the ExchangeRight Net Leased Portfolio #39 Whole Loan was originated after the emergence of the novel coronavirus pandemic and the economic disruption resulting from measures to combat the pandemic, the pandemic is an evolving situation and could impact the ExchangeRight Net Leased Portfolio #39 Whole Loan more severely than assumed in the underwriting of the ExchangeRight Net Leased Portfolio #39 Whole Loan and could adversely affect the NOI, NCF and occupancy information, as well as the appraised value and the DSCR, LTV and Debt Yield metrics presented above. See "Risk Factors-—Risks Related to Market Conditions and Other External Factors—The Coronavirus Pandemic Has Adversely Affected the Global Economy and Will Likely Adversely Affect the Performance of the Mortgage Loans" in the Preliminary Prospectus
(6)The individual appraisal values are dated from July 29, 2020 and August 15, 2020.
(7)See “Escrows” section.
(8)The ExchangeRight Properties were acquired between June 11, 2020 and September 2, 2020. Closing Costs do not include costs incurred in connection with the closings of the acquisitions prior to the closing of the ExchangeRight Net Leased Portfolio #39 Whole Loan.

The Mortgage Loan. The mortgage loan (the “ExchangeRight Net Leased Portfolio #39 Mortgage Loan”) is part of a whole loan (the “ExchangeRight Net Leased Portfolio #39 Whole Loan) that is evidenced by two pari passu promissory notes in the aggregate original principal amount of $49,660,000. The ExchangeRight Net Leased Portfolio #39 Whole Loan secured by the fee interests in eighteen cross-collateralized, net leased, single-tenant retail and medical office properties located across ten states (the “ExchangeRight

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

 

T-68 

 

Property Types – Various Loan #7 Cut-off Date Balance:   $37,660,000
Property Addresses – Various ExchangeRight Net Leased Portfolio #39 Cut-off Date LTV:   58.1%
    U/W NCF DSCR:   2.35x
    U/W NOI Debt Yield:   9.8%

Properties”). The controlling Note A-1, with an aggregate original principal balance of $37,660,000, represents the ExchangeRight Net Leased Portfolio #39 Mortgage Loan. The non-controlling Note A-2 is currently held by Bank of America, National Association, and is expected to be contributed to one or more future transactions. The ExchangeRight Net Leased Portfolio #39 Whole Loan will be serviced pursuant to the pooling and servicing agreement for the BANK 2020-BNK28 securitization transaction. See “Description of the Mortgage Pool—The Whole Loans—The Serviced Pari Passu Whole Loans” and “Pooling and Servicing Agreement” in the Preliminary Prospectus.

Note Summary

Notes Original Balance Cut-off Date Balance Note Holder Controlling Piece
A-1 $37,660,000 $37,660,000 BANK 2020-BNK28 Yes
A-2 $12,000,000 $12,000,000 Bank of America, National Association No
Total $49,660,000 $49,660,000    

The Borrower and Borrower Sponsor. The borrower is ExchangeRight Net Leased Portfolio 39 DST, a Delaware statutory trust (the “ExchangeRight Net Leased Portfolio #39 Borrower”) that permits up to 250 members and is structured to be bankruptcy-remote with an independent trustee. See “Description of the Mortgage Pool—Mortgage Pool Characteristics—Delaware Statutory Trusts” in the Preliminary Prospectus. Legal counsel to the ExchangeRight Net Leased Portfolio #39 Borrower delivered a non-consolidation opinion in connection with the origination of the ExchangeRight Net Leased Portfolio #39 Whole Loan. The borrower sponsor is ExchangeRight Real Estate, LLC. ExchangeRight Real Estate, LLC has more than 14 million square feet under management. ExchangeRight Real Estate, LLC has more than 700 investment-grade retail and Class B/B+ multifamily properties located across 38 states. David Fisher, Joshua Ungerecht and Warren Thomas, the owners of ExchangeRight Real Estate, LLC, are the guarantors of certain non-recourse carveout liabilities under the ExchangeRight Net Leased Portfolio #39 Whole Loan. Warren Thomas was subject to a foreclosure sale in November 2009. See “Description of the Mortgage Pool–Loan Purpose; Default History, Bankruptcy Issues and Other Proceedings” in the Preliminary Prospectus.

The ExchangeRight Net Leased Portfolio #39 Borrower has master leased the ExchangeRight Properties to a master tenant (the “ExchangeRight Net Leased Portfolio #39 Master Tenant”) owned by ExchangeRight Real Estate, LLC, which is in turn owned by the ExchangeRight Net Leased Portfolio #39 Whole Loan non-recourse carveout guarantors. The ExchangeRight Net Leased Portfolio #39 Master Tenant is a Delaware limited liability company structured to be bankruptcy-remote and has one independent director. The master lease generally requires the ExchangeRight Net Leased Portfolio #39 Master Tenant to operate, maintain and manage the ExchangeRight Properties and pay all expenses incurred in the maintenance and repair of the ExchangeRight Properties other than capital expenses (however, under the ExchangeRight Net Leased Portfolio #39 Whole Loan, replacement reserves may be made available to the ExchangeRight Net Leased Portfolio #39 Master Tenant for the payment of capital expenses). The ExchangeRight Net Leased Portfolio #39 Master Tenant’s interest in all tenant rents was assigned to the ExchangeRight Net Leased Portfolio #39 Borrower, which in turn collaterally assigned its interest to the lender. The master lease is subordinate to the ExchangeRight Net Leased Portfolio #39 Whole Loan and, upon an event of default under the ExchangeRight Net Leased Portfolio #39 Whole Loan, the lender has the right to cause the ExchangeRight Net Leased Portfolio #39 Borrower to terminate the master lease. A default under the master lease is an event of default under the ExchangeRight Net Leased Portfolio #39 Whole Loan and gives rise to recourse liability to the non-recourse carveout guarantors for losses, unless such default arises solely in connection with the failure of the ExchangeRight Net Leased Portfolio #39 Master Tenant to pay rent as a result of the ExchangeRight Properties not generating sufficient cash flow for the payment of such rent.

The lender has the right to require the ExchangeRight Net Leased Portfolio #39 Borrower to convert from a Delaware statutory trust to a limited liability company upon (i) an event of default under the ExchangeRight Net Leased Portfolio #39 Whole Loan or the lender’s determination of an imminent default, (ii) the lender’s determination that the ExchangeRight Net Leased Portfolio #39 Borrower will be unable to make a material decision or take a material action required in connection with the operation and maintenance of any ExchangeRight Property, and (iii) 90 days prior to the stated maturity date of the ExchangeRight Net Leased Portfolio #39 Whole Loan, if an executed commitment from an institutional lender to refinance the ExchangeRight Net Leased Portfolio #39 Whole Loan is not delivered to the lender.

Any time after September 2, 2021, the borrower sponsor has the right to effect a one-time transfer of all (but not less than all) of the outstanding ownership interests in the ExchangeRight Net Leased Portfolio #39 Borrower to an Approved Transferee (as defined below) and to replace the non-recourse carveout guarantors as the persons who control the ExchangeRight Net Leased Portfolio #39 Borrower with a person affiliated with such Approved Transferee who would then control the ExchangeRight Net Leased Portfolio #39 Borrower; provided that certain conditions are satisfied, including among others: (i) no event of default exists under the ExchangeRight Net Leased Portfolio #39 Whole Loan, (ii) the Approved Transferee owns 100% of the beneficial ownership interests in the ExchangeRight Net Leased Portfolio #39 Borrower and at least 51% of the ExchangeRight Net Leased Portfolio #39 Master Tenant, (iii) a person affiliated with the Approved Transferee executes a replacement guaranty and environmental indemnity pursuant to which it agrees to be liable for all indemnity obligations (including environmental liabilities and obligations) for which the existing non-recourse carveout guarantors are liable under the non-recourse carveout guaranty and environmental indemnity agreement, (iv) the delivery of a REMIC opinion, an insolvency opinion and other opinions required by the lender, and (v) the receipt of rating agency confirmation that such transfer and guarantor replacement will not result in a downgrade of the respective ratings assigned to the BANK 2020-BNK28 certificates (such a transfer and replacement, a “Qualified Transfer”). A Cash Sweep Period (as defined below) will be triggered if a Qualified Transfer does not occur by October 1, 2027 (36 months prior to the maturity date of the ExchangeRight Net Leased Portfolio #39 Whole Loan). See “Lockbox and Cash Management”.

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

 

T-69 

 

Property Types – Various Loan #7 Cut-off Date Balance:   $37,660,000
Property Addresses – Various ExchangeRight Net Leased Portfolio #39 Cut-off Date LTV:   58.1%
    U/W NCF DSCR:   2.35x
    U/W NOI Debt Yield:   9.8%

"Approved Transferee" means (A) an eligible institution that is, or is wholly-owned and controlled by, a bank, savings and loan association, investment bank, insurance company, trust company, real estate investment trust, commercial credit corporation, pension plan, pension fund or pension advisory firm, mutual fund, government entity or plan or institution similar to any of the foregoing or (B) any person that (1)(i) has never been indicted or convicted of, or pled guilty or no contest to a felony, (ii) has never been indicted or convicted of, or pled guilty or no contest to a Patriot Act offense and is not on any government watch list, (iii) has never been the subject of a voluntary or involuntary (to the extent the same has not been discharged) bankruptcy proceeding, (iv) has no material outstanding judgments against it or its interests and (v) is not a sanctioned entity, (2) is regularly engaged in the business of owning or operating commercial properties, or interests therein, which are similar to the ExchangeRight Properties, (3) owns interests in, or operates, at least five retail properties with a minimum of 750,000 square feet in the aggregate, and (4) has either total assets of at least $100,000,000 or an investment grade rating.

COVID-19 Update. As of September 14, 2020, the ExchangeRight Properties are open and operating. All seven tenants have remained current on all rent and lease obligations. The first debt service payment on the ExchangeRight Net Leased Portfolio #39 Whole Loan is due in November 2020 and, as of September 12, 2020, the ExchangeRight Net Leased Portfolio #39 Whole Loan is not subject to any forbearance, modification or debt service relief request.

The Properties. The ExchangeRight Properties are comprised of 17 single-tenant retail and one single-tenant medical office properties totaling 331,113 square feet and located across ten states. The ExchangeRight Properties are located in Ohio (four properties, 28.1% of NRA), Texas (three properties, 9.7% of NRA), Georgia (two property, 7.4% of NRA), Missouri (two properties, 5.8% of NRA) and Oklahoma (two properties, 7.3% of NRA), with the five remaining ExchangeRight Properties located in Indiana, Kansas, Louisiana, Virginia and Wisconsin. Built between 1995 and 2020 (with 10 properties built between 2018 and 2020), the ExchangeRight Properties range in size from 9,099 square feet to 79,711 square feet.

The ExchangeRight Properties are leased to seven nationally recognized tenants in diverse retail and medical office segments, which tenants consist of Walgreens, Dollar General, Pick n Save, BioLife Plasma Services L.P., Dollar Tree, Giant Eagle and Tractor Supply. Five of the seven tenants are subsidiaries of investment grade-rated entities (15 properties, 71.7% of NRA and 66.0% of underwritten base rent). The ExchangeRight Properties have a weighted average remaining lease term of approximately 14.4 years. Leases representing 82.3% of NRA and 80.5% of the underwritten base rent expire after the stated maturity date of the ExchangeRight Net Leased Portfolio #39 Whole Loan. For the purposes of the preceding two sentences, the Walgreens leases, which each grant early termination rights to Walgreens, were assumed to expire on the date when the earliest termination right under each lease, if exercised, would be effective.

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

 

T-70 

 

Property Types – Various Loan #7 Cut-off Date Balance:   $37,660,000
Property Addresses – Various ExchangeRight Net Leased Portfolio #39 Cut-off Date LTV:   58.1%
    U/W NCF DSCR:   2.35x
    U/W NOI Debt Yield:   9.8%

The following table presents certain information relating to the ExchangeRight Properties, which are presented in descending order of their Appraised Values.

ExchangeRight Properties Summary

Tenant Name

City, State

Year Built/

Renovated

Tenant NRSF %of Portfolio NRSF Lease Expiration Date(1) Appraised
Value
% of Portfolio Appraised Value Annual UW Base Rent Annual UW Base Rent PSF % of Annual UW Base Rent

Renewal Options(2)

Giant Eagle

Mentor, OH

2018/NAP      55,601 16.8% 4/30/2039 22,000,000 25.7% $1,320,000 $23.74 24.9% 6x5 yrs.
BioLife Plasma Services L.P.  Baton Rouge, LA(3) 2020/NAP      14,388 4.3% 5/31/2035 9,400,000 11.0% $593,732 $41.27 11.2% 3x5 yrs.

Pick n Save

Appleton, WI

1995/NAP      79,711 24.1% 8/31/2032 8,150,000 9.5% $505,000 $6.34 9.5% 5x5 yrs.

Walgreens

Chesapeake, VA

2008/NAP      14,736 4.5% 12/31/2033 7,500,000 8.8% $447,505 $30.37 8.4% 2x5 yrs.

Walgreens

Dickinson, TX

2000/NAP      13,824 4.2% 7/31/2030 5,700,000 6.7% $350,046 $25.32 6.6% 10x5 yrs.  

Walgreens

Stockbridge, GA

2001/NAP      14,970 4.5% 2/28/2031 5,550,000 6.5% $360,000 $24.05 6.8% 6x5 yrs.  

Walgreens

Oklahoma City, OK

2000/NAP      15,120 4.6% 8/31/2030 5,200,000 6.1% $319,000 $21.10 6.0% 6x5 yrs.

Tractor Supply

Ashtabula, OH

2000/NAP      19,167 5.8% 6/30/2035 4,060,000 4.7% $247,800 $12.93 4.7% 2x5 yrs.

Tractor Supply

Manhattan, KS

2007/NAP      19,078 5.8% 11/30/2035 3,800,000 4.4% $232,140 $12.17 4.4% 4x5 yrs.

Dollar Tree

St. Louis, MO

2020/NAP      10,065 3.0% 5/31/2030 1,975,000 2.3% $136,542 $13.57 2.6% 3x5 yrs.

Dollar General

Douglasville, GA

2013/NAP        9,377 2.8% 12/31/2029 1,725,000 2.0% $118,124 $12.60 2.2% 5x5 yrs.

Dollar Tree

Indianapolis, IN

2018/NAP      10,139 3.1% 1/31/2030 1,650,000 1.9% $110,000 $10.85 2.1% 3x5 yrs.  

Dollar General

San Angelo, TX

2020/NAP        9,099 2.7% 3/31/2035 1,600,000 1.9% $100,176 $11.01 1.9% 3x5 yrs.

Dollar General

San Benito, TX

2019/NAP        9,284 2.8% 11/15/2035 1,575,000 1.8% $99,061 $10.67 1.9% 5x5 yrs.

Dollar General

Moore, OK

2018/NAP        9,100 2.7% 6/30/2033 1,460,000 1.7% $89,640 $9.85 1.7% 4x5 yrs.

Dollar General

Hubbard, OH

2019/NAP        9,203 2.8% 7/31/2034 1,400,000 1.6% $87,224 $9.48 1.6% 3x5 yrs.

Dollar General

Rogersville, MO

2020/NAP        9,106 2.8% 7/31/2035 1,400,000 1.6% $91,500 $10.05 1.7% 5x5 yrs.

Dollar General

Steubenville, OH

2019/NAP        9,145 2.8% 2/28/2034 1,330,000 1.6% $89,109 $9.74 1.7% 4x5 yrs.
Total/Weighted Average   331,113 100.0%   $85,475,000 100.0% $5,296,599 $16.00 100.0%  
(1)For the purposes of the table and loan underwriting, the Walgreens leases, which each grant early termination rights to Walgreens, were assumed to expire on the date as of when the earliest termination right under each lease, if exercised, would be effective.
(2)Where any termination right has been assumed to be the lease expiration date, the Renewal Options as shown reflect periods between subsequent termination rights.
(3)BioLife Plasma Services L.P. has the right to terminate its lease upon providing 30 days’ written notice and payment of a lease termination payment equal to the net present value of the total obligation for base rent and additional rent for the remainder of the current term, using an annual discount rate equal to the prime rate as reported in The Wall Street Journal on the date of the termination, provided that such rate does not exceed 8.25%. The BioLife Plasma Services L.P. lease contains a restriction which provides that for the two-year period after the expiration or earlier termination of the lease, the landlord may not sell or lease the related property to anyone operating a plasmapheresis center or conducting any other business which competes with the business of BioLife Plasma Services.

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

 

T-71 

 

Property Types – Various Loan #7 Cut-off Date Balance:   $37,660,000
Property Addresses – Various ExchangeRight Net Leased Portfolio #39 Cut-off Date LTV:   58.1%
    U/W NCF DSCR:   2.35x
    U/W NOI Debt Yield:   9.8%

 

Major Tenants. The following table presents certain information relating to the major tenants at the ExchangeRight Properties:

Major Tenants

Tenant Name Credit Rating
(S&P/Moody’s/Fitch)(1)

No of

Prop.

Tenant NRSF % of
NRSF
Annual
U/W Base Rent
Annual U/W Base Rent PSF % of Total Annual U/W Base Rent
Major Tenants              
Pick n Save BBB / Baa1 / NR 1 79,711 24.1% $505,000 $6.34 9.5%
Dollar General BBB / Baa2 / NR 7 64,314 19.4% $674,834 $10.49 12.7%
Walgreens BBB / Baa2 / BBB- 4 58,650 17.7% $1,476,551 $25.18 27.9%
Giant Eagle NR / NR / NR 1 55,601 16.8% $1,320,000 $23.74 24.9%
Tractor Supply NR / NR / NR 2 38,245 11.6% $479,940 $12.55 9.1%
Dollar Tree BBB- / Baa3 / NR 2 20,204 6.1% $246,542 $12.20 4.7%
BioLife Plasma Services L.P. NR / Baa2 / NR 1 14,388 4.3% $593,732 $41.27 11.2%
Total Major Tenants 18 331,113 100.0% $5,296,599 $16.00 100.0%
               
Vacant Space   0 0.0%      
             
Collateral Total   331,113 100.0%      
               
(1)Certain ratings are those of the parent company whether or not the parent company guarantees the lease.

 

The following table presents certain information relating to the lease expiration schedule at the ExchangeRight Properties:

Lease Expiration Schedule(1)(2)

Year Ending
 December 31,
No. of Leases Expiring Expiring
NRSF
% of
Total
NRSF
Cumulative Expiring NRSF Cumulative % of Total NRSF Annual
 U/W
Base Rent
% of Total Annual U/W Base Rent Annual
 U/W
Base Rent
 PSF
2020 0 0 0.0% 0 0.0% $0 0.0% $0.00
2021 0 0 0.0% 0 0.0% $0 0.0% $0.00
2022 0 0 0.0% 0 0.0% $0 0.0% $0.00
2023 0 0 0.0% 0 0.0% $0 0.0% $0.00
2024 0 0 0.0% 0 0.0% $0 0.0% $0.00
2025 0 0 0.0% 0 0.0% $0 0.0% $0.00
2026 0 0 0.0% 0 0.0% $0 0.0% $0.00
2027 0 0 0.0% 0 0.0% $0 0.0% $0.00
2028 0 0 0.0% 0 0.0% $0 0.0% $0.00
2029 1 9377 2.8% 9,377 2.8% $118,124 2.2% $12.60
2030 4 49,148 14.8% 58,525 17.7% $915,588 17.3% $18.63
Thereafter 13 272,588 82.3% 331,113 100.0% $4,262,888 80.5% $15.64
Vacant 0 0 0.0% 331,113 100.0% $0 0.0% $0.00
Total/Weighted Average 18 331,113 100.0%     $5,296,599 100.0% $16.00
(1)Information obtained from the underwritten rent roll.
(2)For the purposes of the table and loan underwriting, the Walgreens leases, which each grant early termination rights to Walgreens, were assumed to expire on the date as of when the earliest termination right under each lease, if exercised, would be effective.

 

The following table presents historical occupancy percentages at the ExchangeRight Properties:

Historical Occupancy

12/31/2016(1)

12/31/2017(1)

12/31/2018(1)

12/31/2019(1)

9/1/2020

NAV NAV NAV NAV 100.0%
(1)The ExchangeRight Properties were acquired by the borrower sponsor between July 11, 2020 and September 2, 2020. Historical occupancy for the portfolio of ExchangeRight Properties is not available.
  

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

 

T-72 

 

Property Types – Various Loan #7 Cut-off Date Balance:   $37,660,000
Property Addresses – Various ExchangeRight Net Leased Portfolio #39 Cut-off Date LTV:   58.1%
    U/W NCF DSCR:   2.35x
    U/W NOI Debt Yield:   9.8%

  

Underwritten Net Cash Flow. The following table presents certain information relating to the underwritten net cash flow at the ExchangeRight Properties:

Cash Flow Analysis(1)

  U/W % of
Effective
Gross
Income
U/W $ per SF
Gross Potential Rent(2) $5,296,599 105.3% $16.00
(Vacancy & Credit Loss)(3)

(264,830)

(5.3)

(0.80)

Effective Gross Income $5,031,769 100.0% $15.20
       
Total Expenses(4) $150,953 3.0% $0.46
       
Net Operating Income $4,880,816 97.0% $14.74
TI/LC 93,239 1.9 0.28
Replacement Reserves

24,995

0.5

0.08

Net Cash Flow $4,762,582 94.7% $14.38
       
NOI DSCR(5) 2.41x    
NCF DSCR(5) 2.35x    
NOI Debt Yield(5) 9.8%    
NCF Debt Yield(5) 9.6%    
(1)The ExchangeRight Properties were acquired by the borrower sponsor between July 11, 2020 and September 2, 2020. Accordingly, historical operating statements are not available.
(2)Gross Potential Rent is inclusive of straight-line rent credit averaged over the loan term for BioLife Plasma Services L.P. - Baton Rouge (Coursey), LA and Dollar Tree - St. Louis (Dunn), MO totaling $32,425.
(3)The ExchangeRight Properties were 100.0% occupied as of September 1, 2020.
(4)U/W Total Expenses consist of a 3.0% property management fee.
(5)The debt service coverage ratios and debt yields are based on the ExchangeRight Net Leased Portfolio #39 Whole Loan.

Appraisal. The ExchangeRight Properties were valued individually, with the individual values reflecting a cumulative “as-is” appraised value of $85,475,000. The appraisals are dated between July 29, 2020 and August 15, 2020.

Environmental Matters. The Phase I environmental site assessments for the ExchangeRight Properties are dated from February 21, 2020 to August 14, 2020. There was no evidence of any recognized environmental conditions at the ExchangeRight Properties.

Escrows.

Real Estate Taxes – The ExchangeRight Net Leased Portfolio #39 Whole Loan documents require upfront escrows in the amount of $661,505 for real estate taxes. Commencing in January 2021, upon any of (i) an event of default under the ExchangeRight Net Leased Portfolio #39 Whole Loan, (ii) an event of default under a tenant lease, (iii) a tenant no longer being liable for paying property taxes directly to the taxing authority, or (iv) the ExchangeRight Net Leased Portfolio #39 Borrower failing to provide evidence that such property taxes have been paid in full on or prior to the date when due, the ExchangeRight Net Leased Portfolio #39 Borrower will be required to make monthly deposits for real estate taxes in an amount equal to 1/12th of the estimated annual amount due (initially $73,968). The ExchangeRight Net Leased Portfolio #39 Borrower will be required to pay property taxes for the Dollar General - Rogersville (US-60), MO property and the Tractor Supply - Ashtabula (North Ridge), OH property until the ExchangeRight Net Leased Portfolio #39 Borrower obtains a separate tax parcel identification number for such ExchangeRight Properties.

Insurance – The ExchangeRight Net Leased Portfolio #39 Whole Loan documents require upfront escrows in the amount of $3,158 for insurance premiums. Unless waived due to a blanket policy being in place, as is currently the case, the ExchangeRight Net Leased Portfolio #39 Whole Loan documents require that, commencing in January 2021, the ExchangeRight Borrower will be required to make monthly escrows of 1/12th of the estimated annual all-risk insurance premiums due (initially $451).

Replacement Reserve – The ExchangeRight Net Leased Portfolio #39 Whole Loan documents require an upfront escrow in the amount of $180,000 and monthly escrows of $2,083 for replacements.

Tenant Improvements and Leasing Commissions Reserve - The ExchangeRight Net Leased Portfolio #39 Whole Loan documents require upfront escrows in the amount of $500,000 for tenant improvements and leasing commissions. Upon an event of default, the ExchangeRight Net Leased Portfolio #39 Borrower will be required to make monthly deposits in the amount of $7,767 for tenant improvements and leasing commissions.

Required Repair Reserve – The ExchangeRight Net Leased Portfolio #39 Whole Loan documents require an upfront reserve in the amount of $193,514 (representing 125% of the estimated cost of repairs) for specified repairs at each of the Tractor Supply - Manhattan

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

 

T-73 

 

Property Types – Various Loan #7 Cut-off Date Balance:   $37,660,000
Property Addresses – Various ExchangeRight Net Leased Portfolio #39 Cut-off Date LTV:   58.1%
    U/W NCF DSCR:   2.35x
    U/W NOI Debt Yield:   9.8%

(South Port), KS Property, the Walgreens - Oklahoma City (NW Expressway), OK property and the Walgreens - Stockbridge (Hudson), GA property. All of the specified repairs are required to be completed within 90 days following the origination date.

BioLife Rollover Reserve – If BioLife Plasma Services L.P. exercises its option to terminate its lease at the BioLife Plasma Services L.P. - Baton Rouge (Coursey), LA Property (see footnote (3) to the table titled “ExchangeRight Properties Summary”), the ExchangeRight Net Leased Portfolio #39 Borrower is required to (or cause the ExchangeRight Net Leased Portfolio #39 Master Tenant or the property manager to) deposit the lease termination payment into a tenant-specific rollover reserve (the “BioLife Rollover Reserve”). Amounts in the BioLife Rollover Reserve are thereafter required to be applied to make monthly disbursements to the ExchangeRight Net Leased Portfolio #39 Borrower (or, during a Cash Sweep Period, to the lockbox account) equal to one-month’s rent that would then have been due under the lease had it remained in effect (provided that no disbursement will be made if the balance in the reserve account is less than, or as a result of such disbursement would be less than, $625,000). Funds on deposit in the BioLife Rollover Reserve will be applied to pay lender-approved tenant improvements and leasing commissions with respect to the BioLife Plasma Services L.P. - Baton Rouge (Coursey), LA Property. Remaining amounts in the BioLife Rollover Reserve will be released to the ExchangeRight Net Leased Portfolio #39 Borrower if and when the BioLife Plasma Services L.P. - Baton Rouge (Coursey), LA Property is fully re-leased pursuant to one or more lender-approved replacement leases and each replacement tenant has taken occupancy and opened for business.

Lockbox and Cash Management. The ExchangeRight Net Leased Portfolio #39 Whole Loan is structured with a hard lockbox and springing cash management. The ExchangeRight Net Leased Portfolio #39 Borrower is required to (or to cause the ExchangeRight Net Leased Portfolio #39 Master Tenant or property manager to) cause all rents relating to the ExchangeRight Properties to be transmitted directly by the tenants of each property into the lockbox account and, to the extent that such rents are received by the ExchangeRight Net Leased Portfolio #39 Borrower (or ExchangeRight Net Leased Portfolio #39 Master Tenant or property manager), cause such amounts to be deposited into the lockbox account within one business day following receipt. The lockbox account bank is required to sweep such funds into the ExchangeRight Net Leased Portfolio #39 Master Tenant’s operating account on each business day other than during a Cash Sweep Period. Upon the delivery of notice by the lender of the commencement of the initial Cash Sweep Period, if any, the ExchangeRight Net Leased Portfolio #39 Borrower is required to establish a lender-controlled cash management account, into which account all funds in the lockbox account will be required to be transferred on each business day so long as a Cash Sweep Period is continuing. So long as a Cash Sweep Period is continuing, funds in the cash management account are required to be applied (i) to make the next monthly deposits (to the extent required) into the real estate taxes and insurance reserves as described above under “—Escrows”, (ii) to reserve the next monthly debt service payment due on the ExchangeRight Net Leased Portfolio #39 Whole Loan, (iii) to make the next monthly deposits into the replacement reserve and the tenant improvements and leasing commissions reserve as described above under “—Escrows”, (iv) to pay operating expenses set forth in the annual budget (which is required to be approved by the lender) and additional operating expenses reasonably approved by the lender and (v) to deposit any remainder into a cash collateral subaccount to be held as additional security for the ExchangeRight Net Leased Portfolio #39 Whole Loan during such Cash Sweep Period. Upon cessation of a Cash Sweep Period, all available amounts on deposit in the cash management account must be deposited in the ExchangeRight Net Leased Portfolio #39 Borrower’s operating account.

A “Cash Sweep Period" means a period:

(i)commencing if and when the interest-only debt service coverage ratio (based on net cash flow for the trailing 12 months) for any calendar quarter is less than 1.50x and ending if and when the interest-only debt service coverage ratio (based on net operating income for the trailing 12 months) is at least 1.55x for two consecutive calendar quarters, or
(ii)commencing on October 1, 2027 (36 months before the maturity date of the ExchangeRight Net Leased Portfolio #39 Whole Loan), and ending if and when a Qualified Transfer occurs to a transferee with either (a) a minimum net worth of at least $200,000,000 and total assets of at least $400,000,000 or (b) an investment grade rating, the transferee executes a full recourse guaranty guaranteeing the payment of the entire amount of the ExchangeRight Net Leased Portfolio #39 Whole Loan (in lieu of the replacement guaranty and environmental indemnity agreement described in the “Qualified Transfer” definition above), and the ExchangeRight Net Leased Portfolio #39 Borrower is converted to a Delaware limited liability company.

Property Management. The ExchangeRight Properties are managed by NLP Management, LLC, an affiliate of the ExchangeRight Net Leased Portfolio #39 Borrower.

Partial Release. Not permitted.

Real Estate Substitution. Not permitted.

Subordinate and Mezzanine Indebtedness. Not permitted

Ground Lease. None.

Rights of First Refusal. The related single tenant at each of the following six ExchangeRight Properties has a right of first refusal (“ROFR”) to purchase the related ExchangeRight Property: Giant Eagle - Mentor (Tyler), OH; Pick n Save - Appleton (Wisconsin) WI; Walgreens - Chesapeake (Hanbury), VA; Walgreens - Stockbridge (Hudson), GA; Walgreens - Oklahoma City (NW Expressway), OK; and Tractor Supply - Manhattan (South Port), KS, properties. The subordination, non-disturbance and attornment agreement for each such ExchangeRight Property where Walgreens, Tractor Supply, and Giant Eagle is the tenant provides that the ROFR will not apply to the mortgagee or any other party that acquires title or right of possession of the leased premises through a foreclosure, deed-in-lieu of foreclosure or any other enforcement action under the mortgage; provided, however, that such ROFR will apply to subsequent

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

 

T-74 

 

Property Types – Various Loan #7 Cut-off Date Balance:   $37,660,000
Property Addresses – Various ExchangeRight Net Leased Portfolio #39 Cut-off Date LTV:   58.1%
    U/W NCF DSCR:   2.35x
    U/W NOI Debt Yield:   9.8%

purchasers of the leased premises. The tenant estoppel for each such ExchangeRight Property where Pick n Save is the tenant provides that the ROFR will not apply to the mortgagee or any other party that acquires title or right of possession of the leased premises through a foreclosure, deed-in-lieu of foreclosure or any other enforcement action under the mortgage; provided, however, that such ROFR will apply to subsequent purchasers of the leased premises. See “Description of the Mortgage Pool—Tenant Leases—Purchase Options and Rights of First Refusal” in the Preliminary Prospectus.

Terrorism Insurance. The ExchangeRight Net Leased Portfolio #39 Whole Loan documents require that the property insurance policy required to be maintained by the ExchangeRight Net Leased Portfolio #39 Borrower provide coverage for perils and acts of terrorism in an amount equal to 100% of the full replacement cost of the ExchangeRight Properties, as well as business interruption insurance covering no less than the 18-month period following the occurrence of a casualty event, together with a 6-month extended period of indemnity. See “Risk Factors—Risks Relating to the Mortgage Loans—Terrorism Insurance May Not Be Available for All Mortgaged Properties” in the Preliminary Prospectus.

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

 

T-75 

 

Mixed Use - Office/Retail Loan #8 Cut-off Date Balance:   $35,000,000
17-19 West 34th Street 19 West 34th Street Cut-off Date LTV:   17.1%
New York, NY 10001   U/W NCF DSCR:   7.52x
    U/W NOI Debt Yield:   23.2%

 

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

 

T-76 

 

Mixed Use - Office/Retail Loan #8 Cut-off Date Balance:   $35,000,000
17-19 West 34th Street 19 West 34th Street Cut-off Date LTV:   17.1%
New York, NY 10001   U/W NCF DSCR:   7.52x
    U/W NOI Debt Yield:   23.2%

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

 

T-77 

 

Mixed Use - Office/Retail Loan #8 Cut-off Date Balance:   $35,000,000
17-19 West 34th Street 19 West 34th Street Cut-off Date LTV:   17.1%
New York, NY 10001   U/W NCF DSCR:   7.52x
    U/W NOI Debt Yield:   23.2%

 

 

 

 

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

 

T-78 

 

No. 8 – 19 West 34th Street
 
Mortgage Loan Information   Mortgaged Property Information
Mortgage Loan Seller: Bank of America, National Association   Single Asset/Portfolio:   Single Asset  

Credit Assessment

(Fitch/KBRA/Moody’s):

[BBB-sf/AAA/AAA]   Property Type – Subtype: Mixed Use - Office/Retail
Original Principal Balance: $35,000,000   Location: New York, NY
Cut-off Date Balance: $35,000,000   Size: 247,460 SF
% of Initial Pool Balance: 4.9%   Cut-off Date Balance Per SF: $141.44
Loan Purpose: Refinance   Maturity Date Balance Per SF: $141.44
Borrower Sponsors: Martin C. Domansky; Paula Domansky   Year Built/Renovated: 1907/2018
Guarantors: Martin C. Domansky; Paula Domansky   Title Vesting: Fee
Mortgage Rate: 2.8770%   Property Manager: Self-managed
Note Date: June 30, 2020   Current Occupancy (As of): 97.8% (7/1/2020)
Seasoning: 2 months   YE 2019 Occupancy: 99.0%
Maturity Date: July 1, 2030   YE 2018 Occupancy: 99.2%
IO Period: 120 months   YE 2017 Occupancy: 100.0%
Loan Term (Original): 120 months   YE 2016 Occupancy: 94.9%
Amortization Term (Original): NAP   As-Is Appraised Value(4): $205,000,000
Loan Amortization Type: Interest-only, Balloon   As-Is Appraised Value Per SF: $828.42
Call Protection: L(26),D(90),O(4)   As-Is Appraisal Valuation Date: June 12, 2020
Lockbox Type: Springing   Underwriting and Financial Information
Additional Debt: NAP   TTM NOI (6/30/2020): $8,179,933
Additional Debt Type (Balance): NAP   YE 2019 NOI: $8,431,845
      YE 2018 NOI: $8,588,813
      YE 2017 NOI: $6,285,640
      U/W Revenues: $14,432,772
Escrows and Reserves(2)   U/W Expenses: $6,302,126
  Initial Monthly Cap   U/W NOI:   $8,130,646
Taxes $0 Springing NAP   U/W NCF:   $7,672,845
Insurance $0 Springing NAP   U/W DSCR based on NOI/NCF:   7.96x / 7.52x
Replacement Reserves $0 Springing NAP   U/W Debt Yield based on NOI/NCF:   23.2% / 21.9%
TI/LC Reserves $0 Springing NAP   U/W Debt Yield at Maturity based on NOI/NCF:   23.2% / 21.9%
Interest Reserve $514,663 $0 NAP   Cut-off Date LTV Ratio(3):   17.1%
Retail Letter of Credit(3) $910,000 $0 NAP   LTV Ratio at Maturity(3):   17.1%
                       
Sources and Uses
Sources         Uses      
Original loan amount $35,000,000   100.0%   Loan Payoff $25,069,777   71.6%
          Return of Equity 7,284,498   20.8  
          Closing costs 2,131,062   6.1  
          Reserves 514,663   1.5  
Total Sources $35,000,000   100.0%   Total Uses $35,000,000   100.0%
(1)The 19 West 34th Street Mortgage Loan (as defined below) was originated after the emergence of the novel coronavirus pandemic and the economic disruption resulting from measures to combat the pandemic, the pandemic is an evolving situation and could impact the 19 West 34th Street Mortgage Loan more severely than assumed in the underwriting of the 19 West 34th Street Mortgage Loan and could adversely affect the NOI, NCF and occupancy information, as well as the appraised value and the DSCR, LTV and Debt Yield metrics presented above. See "Risk Factors—Risks Related to Market Conditions and Other External Factors—The Coronavirus Pandemic Has Adversely Affected the Global Economy and Will Likely Adversely Affect the Performance of the Mortgage Loans" in the Preliminary Prospectus
(2)See “Escrows” section.
(3)See “Letter of Credit” section.
(4)The appraiser provided a valuation of $120,000,000 for the land portion (without the improvements) of the 19 West 34th Street Property (as defined below), which “land value” would result in a Cut-off Date LTV Ratio and an LTV Ratio at Maturity of 29.2%.

 

The Mortgage Loan. The mortgage loan (the “19 West 34th Street Mortgage Loan”) is secured by a first priority fee mortgage encumbering a mixed-use office and retail property located in New York, New York (the “19 West 34th Street Property”). The 19 West 34th Street Mortgage Loan was previously securitized in the WFCM 2010-C1 transaction.

 

The Borrower and Borrower Sponsors. The borrower is 17-19 West 34th Street Holding Company, LLC (the “19 West 34th Street Borrower”), a single-purpose Delaware limited liability company, with two independent directors. Legal counsel to the borrower delivered a non-consolidation opinion in connection with the origination of the 19 West 34th Street Mortgage Loan.

 

The borrower sponsors and non-recourse carveout guarantors are Martin C. Domansky and Paula Domansky. Martin C. Domansky is the founder and President of PRD Realty Corp. PRD Realty Corp. owns, manages, leases, acquires, develops and repositions commercial and residential properties throughout New York. PRD Realty Corp.’s current portfolio contains over 1.0 million square feet of office, residential and retail properties including, in addition to the 19 West 34th Street Property, 38 East 29th Street, 140 and 142 West 23rd

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

 

T-79 

 

 

Mixed Use - Office/Retail Loan #8 Cut-off Date Balance:   $35,000,000
17-19 West 34th Street 19 West 34th Street Cut-off Date LTV:   17.1%
New York, NY 10001   U/W NCF DSCR:   7.52x
    U/W NOI Debt Yield:   23.2%

 

Street, and 300 West 48th Street in New York, New York; 470 Dean Street, 233 Flatbush Avenue, Mermaid Plaza Shopping Center and Fine Fare Supermarket in Brooklyn, New York; Woodside Square in Woodside, New York; The Levittown Shopping Center in Levittown, New York; The Fairchild Corporate Center in Plainview, New York; and 765 and 700 Stewart Avenue in Garden City, New York.

 

The Property. The 19 West 34th Street Property is comprised of a 13-story, Class B building located across the street from the Empire State Building in Midtown Manhattan. The 19 West 34th Street Property is situated on a through-block parcel with an entrance and 75 feet of frontage along the south side of West 35th Street and an entrance and 80 feet of frontage along the north side of West 34th Street between Fifth and Sixth Avenues. The improvements include 209,576 square feet of office space (84.7%) and 37,884 square feet (15.3%) of retail space. The 19 West 34th Street Property also includes 25,058 square feet of available air rights.

 

The 19 West 34th Street Property was originally built in 1907 and, between 2014 and 2018, the borrower sponsor invested approximately $3,450,000 in capital improvements, which included a new lobby, new elevators, a new fire alarm and gas boiler, new common hallways, and facade work. The 19 West 34th Street Property features on-site management, operable windows and an updated security system.

 

The 19 West 34th Street Property contains 247,460 square feet of office and retail space, which was 97.8% occupied by 29 individual tenants as of July 1, 2020. The largest office tenant is Steve Madden, Ltd., occupying 15.9% of NRA. The Sociometric Institute, Inc. is the second largest office tenant, occupying 14.7% of NRA. Trebbianno, LLC is the third largest office tenant, occupying 13.3% of NRA. No other office tenant represents more than 8.2% of NRA or 7.0% of underwritten base rent. The largest retail tenant is Banana Republic, LLC under a sublease for 61.6% of the retail space.

COVID-19 Update. The 19 West 34th Street Mortgage Loan is current as of the September debt service payment and, as of September 12, 2020, is not subject to any forbearance, modification or debt service relief request. As of the August 2020 rent payment date, 76.0% of tenants by square foot paid full rent, and 81.0% of base rent was collected. The 19 West 34th Street Borrower has provided rent abatements for August 2020 to two tenants (comprising 20,518 square feet) and provided rent reductions for periods between one and eight months to four tenants (comprising 2,648 square feet). Additionally, The Sociometric Institute, Inc. in suites 1200, 1400, and 1401 (33,926 sf) has received a deferral of August 2020, rent which is expected to be repaid within twelve months. The Sociometric Institute, Inc.’s August 2020 rent for suite 602 (1,408 sf) and suite 916 (936 sf) was paid in full.

Major Tenants.

Steve Madden, Ltd. (39,399 square feet, 15.9% of NRA, 14.8% of underwritten base rent). Steve Madden, Ltd. (“Steve Madden”) (Nasdaq; SHOO) is a fashion retailer that sells footwear, handbags and accessories in over 80 countries. Steve Madden leases suites 401, 818 and 819 and the entire fifth floor on a twelve-year lease through December 31, 2026. The lease requires current annual rent of $1,941,550, with 3.0% annual increases each January for suites 401 and 818, and current annual rent of $50,752 with 3.0% annual increases each August for suite 819. The lease does not provide any termination or contraction options.

The Sociometric Institute, Inc. (36,270 square feet, 14.7% of NRA, 12.8% of underwritten base rent). The Sociometric Institute, Inc. (“The Sociometric Institute”) was founded in 1968 as a center for psychotherapy and training. In addition to providing professional practice spaces for therapists and therapeutic practitioners, The Sociometric Institute offers professional training, workshops, materials, events and media services for clinicians. The Sociometric Institute has been located at the 19 West 34th Street Property since 1991, under a lease for suites 1204, 1206, 1207, 1221 and the entire 13th (penthouse) and 14th (penthouse annex) floors, which lease was most recently renewed in 2012 and expanded in 2016 to include suite 602 and in 2019 to include suite 916. The Sociometric Institute’s lease extends through April 30, 2022. The lease requires current annual rent of $1,720,959, increasing by $147 per month in January 2021, by $3,935 per month in May 2021 and by $220 per month in June 2021. The lease is guaranteed by Robert and Jacqueline Siroka (Robert Siroka only for suite 916). The lease does not provide any termination or contraction options.

Trebbianno, LLC (32,988 square feet, 13.3% of NRA, 12.5% of underwritten base rent). Founded in 1997, Trebbianno, LLC d/b/a Showroom35 is a women’s fashion retailer of handbags, footwear, small leather goods, jewelry and promotional items for the beauty and fragrance industry. Trebbianno, LLC leases suite 600 through June 30, 2022 and the entire seventh floor on an eight-year lease through February 28, 2022. For suite 600, the lease requires current annual rent of $697,764, increasing by 2.5% in July 2021. For the seventh floor, the lease requires current annual rent of $1,016,668 increasing by 2.5% in March 2021. The lease is guaranteed by Tony Cheng. The lease does not provide any termination or contraction options.

Master Lease.

 

Fashion Forward Stores, LLC (37,562 square feet, 15.2% of NRA, 22.3% of underwritten base rent). 99.2% of the retail space at the 19 West 34th Street Property is master leased by the 19 West 34th Street Borrower to Fashion Forward Stores, LLC f/k/a Martin Building Retail, LLC (the “Master Retail Lessee”), a bankruptcy remote single purpose entity and a borrower affiliate. The 45-year master lease dated June 1, 2010 encumbers 37,562 square feet on the cellar, first and second floors. The master lease extends until May 31, 2055 and requires current annual rent of $3,089,850, increasing by 3.0% on the first day of the 21st, 31st and 41st year of the lease. The 19 West 34th Street Mortgage Loan will become fully recourse to the non-recourse carveout guarantors upon any bankruptcy of the Master Retail Lessee or violations of the Master Retail Lessee’s single purpose entity covenants, or if the Master Retail Lessee fails to pay its master rent. Any default under or termination of the master lease, or any modification of the master lease without the lender’s consent, will be deemed an event of default under the 19 West 34th Street Mortgage Loan. The Master Retail Lessee does not have any termination rights in foreclosure or upon landlord default.

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

 

T-80 

 

 

Mixed Use - Office/Retail Loan #8 Cut-off Date Balance:   $35,000,000
17-19 West 34th Street 19 West 34th Street Cut-off Date LTV:   17.1%
New York, NY 10001   U/W NCF DSCR:   7.52x
    U/W NOI Debt Yield:   23.2%

 

The Master Retail Lessee has subleased 23,349 square feet (62.2% of its leased space) to Banana Republic, LLC, with the remainder of its space being vacant. The sublease was extended for two years on August 12, 2020, and expires January 31, 2023. The sublease requires current annual rent of $5,375,664, which annual rent will decrease upon commencement of the extension term in February 2021 to $2,300,000, then increase to $2,500,000 in February 2022. The sublease rent during the extension term will be less than the Master Retailer Lessee’s rent. The 19 West 34th Street Mortgage Loan documents require a letter of credit at any time that any sublease rent (for Banana Republic, LLC or any future subtenant(s) and in the aggregate) for a twelve month period is less than the master rent. Concurrent with the Banana Republic, LLC extension, the letter of credit that was delivered at loan origination in the amount of $3,210,000 was reduced to $910,000 (equal to the difference between the master lease rent and the sublease rent as of February 2021). See “Letter of Credit” below for additional details.

 

If the Master Retail Lessee defaults under the master lease, the lender has the right to require the 19 West 34th Street Borrower to terminate the master lease, which will in turn create a direct lease between the 19 West 34th Street Borrower and any subtenant. If the 19 West 34th Street Borrower defaults under the 19 West 34th Street Mortgage Loan, any subtenant will pay its sublease rent directly to the lender-controlled lockbox account. See “Lockbox and Cash Management” below.

 

The following table presents certain information relating to the major tenants at the 19 West 34th Street Property:

Major Tenant Summary(1)

Tenant Name

Credit Rating (Fitch/

Moody’s/
S&P)

Tenant NRSF % of
NRSF
Annual U/W Base Rent PSF Annual
U/W Base Rent
% of Total Annual U/W Base Rent Lease
Expiration
Date
Extension Options Termination
Option (Y/N)
Office Tenants                  
Steve Madden, Ltd. NR/NR/NR 39,399 15.9% $52.05 $2,050,901 14.8% 12/31/2026 NAP N
The Sociometric Institute, Inc. NR/NR/NR 36,270 14.7% $48.87 $1,772,502 12.8% 4/30/2022 NAP N
Trebbianno, LLC NR/NR/NR

32,988

13.3%

$52.50

$1,731,793

12.5%

6/30/2022 NAP N
Subtotal/Wtd. Avg.   108,657 43.9% $51.13 $5,555,196 40.2%      
                   
Other Office Tenants(2)   95,447 38.6% $53.96 $5,150,453 37.2%      
Vacant Space (Office)

5,472

2.2%

$0.00

$0

0.0%

     
Office Subtotal/Wtd. Avg. 209,576 84.7% $52.45(3) $10,705,649 77.4%      
                   
Retail Tenants                  
Fashion Forward Stores, LLC(4) NR/NR/NR 37,562 15.2% $82.26 $3,089,850 22.3% 5/31/2055 NAP N
Other Retail Tenants   322 0.1% $114.69 $36,931 0.3%      
                   
Collateral Total/Wtd. Avg.

247,460

100.0%

$57.16(3)

$13,832,430

100.0%

     
(1)Information obtained from the underwritten rent roll.
(2)Other Office Tenants includes 3,887 square feet (1.4% of NRSF) leased by a borrower affiliate for which $0 rent is paid.
(3)Annual U/W Base Rent PSF excludes vacant space.
(4)Fashion Forward Stores, LLC, a borrower affiliate, has a master lease for 37,562 square feet, 23,349 square feet of which has been subleased to Banana Republic, LLC through January 31, 2023. The sublease requires current annual rent of $5,375,664, which annual rent will decrease in February 2021 to $2,300,000, then increase to $2,500,000 in February 2022. See “Master Lease” above.

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

 

T-81 

 

 

Mixed Use - Office/Retail Loan #8 Cut-off Date Balance:   $35,000,000
17-19 West 34th Street 19 West 34th Street Cut-off Date LTV:   17.1%
New York, NY 10001   U/W NCF DSCR:   7.52x
    U/W NOI Debt Yield:   23.2%

 

The following table presents certain information relating to the lease rollover schedule at the 19 West 34th Street Property:

Lease Expiration Schedule(1)

Year Ending
 December
31,
No. of
Leases
Expiring
Expiring
NRSF
% of
Total
NRSF
Expiring
Cumulative
Expiring
NRSF
Cumulative
% of Total
NRSF
Expiring
Annual
 U/W
Base Rent
Expiring
% of Total
Annual U/W
Base Rent
Expiring
Annual
 U/W
Base Rent
 PSF Expiring
MTM 1 168 0.1% 168 0.1% $9,600 0.1% $57.14
2020 1 793 0.3% 961 0.4% $54,024 0.4% $68.13
2021 1 20,350 8.2% 21,311 8.6% $905,982 6.5% $44.52
2022 7 73,021 29.5% 94,332 38.1% $3,824,852 27.7% $52.38
2023 8 11,438 4.6% 105,770 42.7% $686,820 5.0% $60.05
2024 4 23,300 9.4% 129,070 52.2% $1,368,579 9.9% $58.74
2025 3 32,070 13.0% 161,140 65.1% $1,838,821 13.3% $57.34
2026 1 39,399 15.9% 200,539 81.0% $2,050,901 14.8% $52.05
2027 0 0 0.0% 200,539 81.0% $0 0.0% $0.00
2028 0 0 0.0% 200,539 81.0% $0 0.0% $0.00
2029 0 0 0.0% 200,539 81.0% $0 0.0% $0.00
2030 0 0 0.0% 200,539 81.0% $0 0.0% $0.00
Thereafter 3 41,449 16.7% 241,988 97.8% $3,092,850 22.4% $74.62
Vacant 0 5,472 2.2% 247,460 100.0% $0 0.0% $0.00
Total/Wtd. Avg. 29 247,460 100.0%     $13,832,430 100.0% $57.16(2)
(1)Information obtained from the underwritten rent roll. Certain tenants may have lease termination options that were not taken into account for purposes of this lease expiration schedule.
(2)Annual U/W Base Rent PSF Expiring excludes vacant space.

 

The following table presents historical occupancy percentages at the 19 West 34th Street Property:

Historical Occupancy

12/31/2016(1)

12/31/2017(1)

12/31/2018(1)

12/31/2019(1)

7/1/2020(2)

94.9% 100.0% 99.2% 99.0% 97.8%
         
(1)Information obtained from the borrower.
(2)Information obtained from the underwritten rent roll.

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

 

T-82 

 

Mixed Use - Office/Retail Loan #8 Cut-off Date Balance:   $35,000,000
17-19 West 34th Street 19 West 34th Street Cut-off Date LTV:   17.1%
New York, NY 10001   U/W NCF DSCR:   7.52x
    U/W NOI Debt Yield:   23.2%

  

Operating History and Underwritten Net Cash Flow. The following table presents certain information relating to the operating history and the underwritten net cash flow at the 19 West 34th Street Property:

Cash Flow Analysis

  2017

2018

2019 TTM 6/30/2020

U/W

%(1) U/W $ per SF
Gross Potential Rent(2) $12,262,836 $13,024,138 $13,400,752 $12,848,636 $14,145,219 92.2%  $57.16
Total Recoveries 585,678 743,551 869,374 874,020 930,795 6.1  3.76
Other Income

203,268

296,577

261,467

236,150

261,467

1.7

1.06

Net Rental Income $13,051,782 $14,064,266 $14,531,593 $13,958,806 $15,337,481 100.0% $61.98
Vacancy

0

0

0

0

(904,709)

(6.4)

(3.66)

Effective Gross Income $13,051,782 $14,064,266 $14,531,593 $13,958,806 $14,432,772 94.1% $58.32
               
Real Estate Taxes 4,530,860 3,197,448 3,326,651 3,558,493 3,549,766 24.6  14.34
Insurance 182,383 126,697 141,637 150,815 150,984 1.0  0.61
Other Operating Expenses

2,052,899

2,151,308

2,631,460

2,069,565

2,601,376

18.0

10.51

Total Operating Expenses $6,766,142 $5,475,453 $6,099,748 $5,778,873 $6,302,126 43.7% $25.47
               
Net Operating Income $6,285,640 $8,588,813 $8,431,845 $8,179,933 $8,130,646 56.3% $32.86
Replacement Reserves 0 0 0 0 12,373 0.1  0.05
TI/LC

0

0

0

0

445,428

3.1

1.80

Net Cash Flow $6,285,640 $8,588,813 $8,431,845 $8,179,933 $7,672,845 53.2% $31.01
               
NOI DSCR 6.16x 8.41x 8.26x 8.01x 7.96x    
NCF DSCR 6.16x 8.41x 8.26x 8.01x 7.52x    
NOI Debt Yield 18.0% 24.5% 24.1% 23.4% 23.2%    
NCF Debt Yield 18.0% 24.5% 24.1% 23.4% 21.9%    
(1)Represents (i) percent of Net Rental Income for all revenue fields, (ii) percent of Gross Potential Rent for Vacancy and (iii) percent of Effective Gross Income for all other fields.
(2)U/W Gross Potential Rent is based on the July 2020 rent roll with vacant space grossed up ($312,788) and including contractual rent steps through July 31, 2021.

 

Appraisal. The appraiser concluded to an “as-is” appraised value for the 19 West 34th Street Property of $205,000,000 as of June 12, 2020. The appraiser also provided a “land value” of $120,000,000 for the land portion of the 19 West 34th Street Property (without the improvements) as of June 12, 2020.

Environmental Matters. According to the Phase I environmental site assessment dated February 20, 2020, there was no evidence of any recognized environmental conditions at the 19 West 34th Street Property.

Market Overview and Competition. The 19 West 34th Street Property is located at 17-19 West 34th Street, between Fifth and Sixth Avenues in the Penn District of New York City, New York, a location positioned to benefit from the transformation of Penn Station, the Javits Convention Center and Hudson Yards, and the accompanying commercial and residential development and added cultural amenities. Penn Station’s planned $1.6 billion expansion is also expected to include the redevelopment of the Farley Post Office to a new transit oriented urban hub.

Located two blocks from Penn Station, the 19 West 34th Street Property has access to a multitude of transportation options. According to the appraisal, over 1,200 trains and 650,000 passengers pass daily through Penn Station, with its direct connectivity to the A, C, E and 1 ,2, 3 subway lines, Amtrak, the Long Island Railroad, and New Jersey Transit. In addition, the 7 line subway, New Jersey PATH train, NY Waterway Ferry and New York City Port Authority are within walking distance of the 19 West 34th Street Property.

According to the appraisal, though New York City employment fell by 26,900 from February to March 2020 and office employment dropped by 12,400 jobs, during such period, New York City’s employment is still up from March 2019, with office employment up by 8,600 jobs during the same time. The healthcare sector saw the largest year-over-year growth of any industry comprising 18.0% of jobs, followed by the professional and business, and other sectors. The health of the Manhattan office market entering 2020 was considered positive, with 2019 leasing velocity resulting in the strongest year on record, totaling 49.6 million square feet, making 2019 the second consecutive year of historic leasing activity. Prior to the onset of COVID-19 in early March, Manhattan continued to grow in key categories, such as the total daytime population and household income which metrics have historically driven increases in consumer spending for a majority of the major retail goods and services expenditure categories.

According to the appraisal, the 19 West 34th Street Property is part of the Midtown Manhattan office market and the Penn Station office submarket. As of the first quarter of 2020, the Midtown Manhattan office market had a total office inventory of approximately 288.7 million square feet. Leasing activity for the first quarter of 2020 was on schedule for approximately 4.9 million square feet, prior to the onset of COVID-19 in early March, which would have been just 2.0% below the historic high in first quarter leasing activity. During the first quarter of 2020, the Midtown Manhattan office market availability decreased 0.2% quarter-over-quarter to 12.5% and

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

 

T-83 

 

Mixed Use - Office/Retail Loan #8 Cut-off Date Balance:   $35,000,000
17-19 West 34th Street 19 West 34th Street Cut-off Date LTV:   17.1%
New York, NY 10001   U/W NCF DSCR:   7.52x
    U/W NOI Debt Yield:   23.2%

asking rents rose $1.28 per square foot to a cyclical high of $86.28 per square foot, making it the third consecutive quarter of record-breaking asking rents in Midtown.

For the first quarter of 2020, the Penn Station office submarket had total inventory of approximately 22.1 million square feet, with an availability rate of 12.0%, a vacancy rate of 3.8% and an average asking rent of $83.81 per square foot. With 226,963 square feet of positive absorption, the vacancy rate was up slightly quarter-over-quarter from 3.5%, but the vacancy rate was down year-over-year from 4.6%. Average asking rents in the Penn Station submarket increased by $1.16 per square foot quarter-over-quarter and $20.40 per square foot year-over-year, driven by the addition of the 740,000 square foot Farley Post Office building, and have grown at an average annual rate of 8.1% since 2010. The two largest leases signed in all of Manhattan during the first quarter of 2020 were in the Penn Station office market: Apple’s 222,279 square foot lease at 11 Penn Plaza and Information Builders’ 59,516 square foot lease also at 11 Penn Plaza. Traditionally, most of the office users leasing space within this market have been government or garment type tenants; however, over the past several quarters, increased leasing by TAMI (Technology, Advertising, Media, Information) tenants has driven leasing activity and contributed to the increase in asking rents.

The 19 West 34th Street Property is located within the Manhattan retail market and the Herald Square/Penn Station submarket. As of the first quarter 2020, the Herald Square/Penn Station submarket had a direct availability rate of 14.4% (a 1.9% decrease from the fourth quarter of 2019) and an average asking rent of $396 per square foot.

The following table presents certain information relating to the appraiser’s market rent conclusions for the 19 West 34th Street Property:

Market Rent Summary

  Office (Major) Office (Minor) Retail (Basement) Retail (Grade) Retail (2nd Floor)
Market Rent (PSF) $60.00 $60.00 $50.00 $350.00 $75.00
Lease Term (Years) 10 5 10 10 10
Rent Increase Projection 2.0% per annum; $3 step mid-term 3.0% per annum 3.0% per annum 3.0% per annum 3.0% per annum
Tenant Improvements (PSF) $75 $50 $50 (new) / $37.50 (renew) $50 (new) / $37.50 (renew) $50 (new) / $37.50 (renew)
Free Rent (Months) 10 6 8 (new) /4 (renew) 8 (new) /4 (renew) 8 (new) /4 (renew)

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

 

T-84 

 

Mixed Use - Office/Retail Loan #8 Cut-off Date Balance:   $35,000,000
17-19 West 34th Street 19 West 34th Street Cut-off Date LTV:   17.1%
New York, NY 10001   U/W NCF DSCR:   7.52x
    U/W NOI Debt Yield:   23.2%

  

The following table presents recent comparable leasing data for office properties with respect to the 19 West 34th Street Property:

Comparable Office Leasing(1)

Property Distance from Subject Tenant Leased SF Lease Start Lease Term (Mos) Initial Rent PSF (MG) TI PSF/Free Rent
11 Penn Station 0.4 miles Information Builders 56,516 Feb-20 120 $80.00 $125 / 10 mos
11 Penn Station 0.4 miles Apple 220,000 Feb-20 180 $85.00 $95 / 10 mos
31 Penn Station 0.4 miles Chegg 24,205 Nov-19 84 $67.00 $90 / 5 mos
5 Penn Plaza 0.5 miles Aetion 28,977 Nov-19 120 $66.00 $120 / 7 mos
111 West 33rd Street 0.2 miles IPG 26,335 Jun-19 60 $66.00 $0 / 3 mos
330 West 34th Street 0.5 miles Braze 55,758 May-19 59 $66.00 $0 / 3 mos
100 West 33rd Street 0.2 miles Aeropostale, Inc. 4,568 May-19 33 $55.00 $0 / 0 mos
358 Fifth Avenue 0.1 miles DV Trading 1,835 May-19 62 $50.00 $0 / 2 mos
259 West 30th Street 0.6 miles Knotel, Inc. 16,975 Apr-19 125 $52.00 $50 / 5 mos
111 West 33rd Street 0.2 miles FOJP Service Corporation 41,836 Apr-19 192 $62.00 $100 / 5 mos
(1)Information obtained from the appraisal.

 

The following table presents comparable office properties with respect to the 19 West 34th Street Property:

Comparable Office Properties(1)

Property Year Built/ Renovated Total GLA (SF) /
# Stories
% Occupied Average Asking Rent
19 West 34th Street (subject) 1907 / 2018 247,460 / 13 97.8%(2) $57.16(3)
320 5th Ave 1905 120,000 / 12 88.6% $56.00
34 W 33rd St 1908 212,000 / 12 95.7% $63.00
10 W 33rd St 1914 453,600 / 12 96.3% $64.00
1001 6th Ave 1926 250,000 / 25 96.5% $61.00
1350 Broadway 1929 404,979 / 25 93.7% $66.00
330 Fifth Ave 1926 224,000 / 15 91.2% $60.00
Average   273,148 / 16 94.3% $61.02

(1)       Information obtained from the appraisal.

(2)       Occupancy as of July 1, 2020.

(3)       Information based on underwritten rent roll.

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

 

T-85 

 

Mixed Use - Office/Retail Loan #8 Cut-off Date Balance:   $35,000,000
17-19 West 34th Street 19 West 34th Street Cut-off Date LTV:   17.1%
New York, NY 10001   U/W NCF DSCR:   7.52x
    U/W NOI Debt Yield:   23.2%

  

The following table presents recent comparable leasing data for retail properties with respect to the 19 West 34th Street Property:

Comparable Retail Leasing(1)

Property Distance from
Subject
Tenant Leased SF
(Ground Fl
/Total)
Lease
Start
Lease Term (Mos) Initial Rent PSF
(MG) (Ground Fl
/ Average)
TI/Free Rent
1 West 34th Street  0 miles Lane Bryant 3,719 / 7,647 Jan-20 120 $248.60 / $133.74 $0 / 0 mos
130 West 34th Street 0.2 miles Hollister California 3,844 / 7,644 Mar-19 120 $469.48 / $260.95 $0 / 0 mos
110 West 34th Street 0.1 miles Famous Footwear 4,000 / 10,500 Feb-19 120 $335.25 / 152.38 $0 / 6 mos
460 West 34th Street 0.8 miles First Republic Bank 6,777 / 22,261 Feb-19 192 $450.71 / $206.77 $100 / 12 mos
1 Manhattan West 1.1 miles NHL 10,837 / 21,837 Feb-19 180 $451.50 $75 / 12 mos
20 Hudson Yards 1.2 miles Kate Spade 1,826 / 1,826 Jan-19 120 $400.00 $450 / 18 mos
304 West 34th Street 0.9 miles Fedex 1,830 / 1,830 Apr-18 120 $220.00 $0 / 5 mos
39 West 34th Street 0 miles Zara 10,000 / 22,000 Mar-18 60 $300.00 / $155.45 $0 / 0 mos
128 West 34th Street 0.2 miles Absolute New York 2,196 / 4,554 Jan-18 120 $333.38 / $186.65 $0 / 6 mos
(1)Information obtained from the appraisal.

 

Escrows.

Real Estate Taxes – Upon the commencement and during the continuance of a Lockbox Period (as defined below), the 19 West 34th Street Borrower is required to deposit an ongoing monthly real estate tax reserve payment in an amount equal to 1/12 of the annual estimated real estate taxes.

Insurance – Upon the commencement and during the continuance of a Lockbox Period, the 19 West 34th Street Borrower is required to deposit an ongoing monthly insurance reserve payment in an amount equal to 1/12 of the annual estimated insurance premiums, unless the 19 West 34th Street Property is being covered by a blanket insurance policy.

Replacement Reserves - Upon the commencement and during the continuance of a Lockbox Period, the 19 West 34th Street Borrower is required to deposit monthly $952 as replacement reserves.

TI/LC Reserve - Upon the commencement and during the continuance of a Lockbox Period, the 19 West 34th Street Borrower is required to deposit monthly $37,119 as leasing reserves.

 

Interest Reserve - The 19 West 34th Street Borrower deposited at loan origination $514,663 as additional collateral for the 19 West 34th Street Mortgage Loan in an interest reserve, which reserve, so long as no event of default is continuing, will be used by the lender to pay the first six months of debt service (August 2020 through January 2021) due on the 19 West 34th Street Mortgage Loan.

 

Retail Letter of Credit Reserve – See “Letter of Credit” section below.

 

A “Lockbox Period” will commence when the debt yield is less than 9.0%, and will end when the debt yield equals or exceeds 9.0% for two consecutive calendar quarters.

Lockbox and Cash Management. The 19 West 34th Street Mortgage Loan is structured with a springing lockbox and springing cash management. Upon the occurrence of a Lockbox Period, the 19 West 34th Street Borrower is required to establish a lockbox account into which tenants are required to deposit directly all rents and other revenue from the 19 West 34th Street Property. Funds in the lockbox account will be transferred on each business day to the 19 West 34th Street Borrower’s operating account unless a Cash Sweep Period (as defined below) is continuing. Upon the occurrence and during the continuance of a Cash Sweep Period, funds in the lockbox account are required to be transferred on each business day into the lender controlled cash management account to be applied and disbursed in accordance with the 19 West 34th Street Mortgage Loan documents. During the occurrence and continuance of a Cash Sweep Period, all excess cash is required to be held by the lender as additional collateral for the 19 West 34th Street Mortgage Loan; provided that no event of default by the Master Retail Lessee exists, all Master Retail Lease Excess Rent (as defined below) actually received by the lender will be disbursed to the Master Retail Lessee within three business days. In the event a Cash Sweep Period occurs more than one time during the term of the 19 West 34th Street Mortgage Loan, it cannot be cured and the lender will continue to collect and hold all excess cash until the full repayment of the 19 West 34th Street Mortgage Loan.

A “Cash Sweep Period” will commence when the debt yield is less than 7.0% and will end when the debt yield equals or exceeds 7.0% for two consecutive calendar quarters.

“Master Retail Lease Excess Rent” means any rents paid by Banana Republic, LLC (or other subtenant) pursuant to its sublease directly into the lockbox account, prior to a default beyond any applicable notice and cure periods by the Master Retail Lessee under the master lease, which are in excess of the rent or other sums due by the Master Retail Lessee pursuant to the master lease.

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

 

T-86 

 

Mixed Use - Office/Retail Loan #8 Cut-off Date Balance:   $35,000,000
17-19 West 34th Street 19 West 34th Street Cut-off Date LTV:   17.1%
New York, NY 10001   U/W NCF DSCR:   7.52x
    U/W NOI Debt Yield:   23.2%

 

Property Management. The 19 West 34th Street Property is managed by P.R.D. Realty Corp., a borrower affiliate.

Partial Release. Not permitted

Real Estate Substitution. Not permitted.

Subordinate and Mezzanine Indebtedness. Not permitted.

Ground Lease. None.

Letter of Credit. The 19 West 34th Street Borrower delivered at loan origination a letter of credit in the amount of $3,210,000, which letter of credit has been reduced to $910,000 in connection with the extension of the sublease between the Master Retail Lessee and Banana Republic, LLC executed on August 12, 2020. Such letter of credit is to be held as additional collateral for the 19 West 34th Street Mortgage Loan.

 

The 19 West 34th Street Borrower will be entitled to return of the letter of credit when (i) no event of default exists, and (ii) the lender receives an estoppel certificate, or other evidence satisfactory to the lender, confirming that either (a) Banana Republic, LLC has executed a renewal or replacement of its sublease or (b) one or more subtenants has executed one or more subleases for the Banana Republic, LLC space, in either case, which renewal, replacement and/or new subleases have an aggregate annual rent at least equal to the Master Retail Lessee’s rent under the master lease, are for a term and upon terms and conditions acceptable to the lender, and are in full force and effect, with the applicable subtenants in occupancy and paying full unabated rent.

 

If the Master Retail Lessee enters into a renewal sublease with Banana Republic, LLC or any replacement subtenant where the sublease rent is less than the master lease rent for a twelve month period, then the letter of credit will be reduced so that at all times the amount of the letter of credit when added to the sublease rent will equal the master lease rent. If the sublease rent is at least equal to the master lease rent for a twelve month period, then the letter of credit will no longer be required.

 

Terrorism Insurance. The 19 West 34th Street Borrower is required to obtain and maintain “all risk” property insurance that covers perils of terrorism and acts of terrorism in an amount equal to the full replacement cost of the 19 West 34th Street Property and business interruption insurance for twelve months with a six-month extended period of indemnity. See “Risk Factors—Risks Relating to the Mortgage Loans—Terrorism Insurance May Not Be Available for All Mortgaged Properties” in the Preliminary Prospectus.

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

 

T-87 

 

 

Industrial - Various Loan #9 Cut-off Date Balance:   $34,725,000
Various Monogram Portfolio Cut-off Date LTV:   64.5%
    U/W NCF DSCR:   1.67x
    U/W NOI Debt Yield:   9.3%

 

 

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

 

T-88 

 

 

Industrial - Various Loan #9 Cut-off Date Balance:   $34,725,000
Various Monogram Portfolio Cut-off Date LTV:   64.5%
    U/W NCF DSCR:   1.67x
    U/W NOI Debt Yield:   9.3%

 

 

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

 

T-89 

 

 

No. 9 – Monogram Portfolio
 
Mortgage Loan Information   Mortgaged Property Information
Mortgage Loan Seller: Bank of America, National Association   Single Asset/Portfolio: Portfolio

Credit Assessment

(Fitch/KBRA/Moody’s):

[NR/NR/NR]   Property Type – Subtype: Industrial - Various
Original Principal Balance: $34,725,000   Location: Various
Cut-off Date Balance: $34,725,000   Size(3): 463,118 SF
% of Initial Pool Balance: 4.8%   Cut-off Date Balance Per SF(3): $74.98
Loan Purpose: Acquisition   Maturity Date Balance Per SF(3): $67.45
Borrower Sponsor: Angelo Gordon & Co., L.P.   Year Built/Renovated: Various
Guarantors: AG Net Lease III (SO) Corp., AG Net Lease III Corp.   Title Vesting: Fee
Mortgage Rate: 3.498%   Property Manager: Self-managed
Note Date: February 7, 2020   Current Occupancy (As of): 100.0% (9/1/2020)
Seasoning: 6 months   YE 2019 Occupancy: 100.0%
Maturity Date: March 1, 2030   YE 2018 Occupancy: 100.0%
IO Period: 60 months   YE 2017 Occupancy: 100.0%
Loan Term (Original): 120 months   YE 2016 Occupancy: 100.0%
Amortization Term (Original): 360 months   As-Is Appraised Value(4): $53,850,000
Loan Amortization Type: Interest-only, Amortizing Balloon   As-Is Appraised Value Per SF(3): $116.28
Call Protection: L(30), D(85), O(5)   As-Is Appraisal Valuation Date: Various
Lockbox Type: Hard/Upfront Cash Management   Underwriting and Financial Information(5)
Additional Debt(1): Yes   YE 2019 NOI(6): NAP
Additional Debt Type (Balance)(1): Permitted Future Mezzanine   YE 2018 NOI(6): NAP
      YE 2017 NOI(6): NAP
      YE 2016 NOI(6): NAP
      U/W Revenues: $4,319,532
      U/W Expenses: $1,076,644
Escrows and Reserves(2)   U/W NOI: $3,242,888
  Initial Monthly Cap   U/W NCF: $3,128,883
Taxes $0 Springing NAP   U/W DSCR based on NOI/NCF: 1.73x / 1.67x
Insurance $0 Springing NAP   U/W Debt Yield based on NOI/NCF: 9.3% / 9.0%
Replacement Reserves $0 Springing $171,007   U/W Debt Yield at Maturity based on NOI/NCF: 10.4% / 10.0%
Permitted Expansion Reserve $1,781,250 $0 NAP   Cut-off Date LTV Ratio(4): 64.5%
Expansion Construction Costs Reserve(3) $2,635,000 $0 NAP   LTV Ratio at Maturity(4): 58.0%
                 

Sources and Uses
Sources       Uses    
Original loan amount $34,725,000 62.4%   Purchase Price(6) $50,589,999 90.9%
Borrower Equity 20,957,662 37.6   Reserves 4,416,250       7.9
        Closing costs 676,413       1.2
Total Sources $55,682,662 100.0%   Total Uses $55,682,662 100.0%

(1)See “Subordinate and Mezzanine Indebtedness” section.
(2)See “Escrows” section.
(3)The Monogram Portfolio Properties (as defined below) consisted of 456,018 square feet as of loan origination. The Monogram Portfolio Borrower (as defined below) is expected to increase the total rentable area to 463,118 square feet after completion of construction of 5,700 square feet of additional space at Monogram Foods - 605 Kesco Drive property and 1,400 square feet of additional space at the Monogram Foods - 330 Ballardvale Street property. The $2,635,000 total expected cost for the construction has been fully reserved with a title company. The Cut-Off Date Balance per SF, Maturity Balance per SF and Appraised Value per SF are based on 463,118 square feet which assumes the completion of the expansion space.
(4)The Appraised Value represents the “As Complete” value as of August 1, 2020, which assumes completion of budgeted capital expenditures of $2,635,000 for the Monogram Foods - 605 Kesco Drive and Monogram Foods - 330 Ballardvale Street properties. The full cost of such construction was reserved with a title company. The “As Is” value provided by the appraiser is $51,150,000, which results in a Cut-off Date LTV Ratio and a Maturity Date LTV Ratio of 67.9% and 61.1%, respectively.
(5)All NOI and NCF information, as well as the appraised values, were determined prior to the emergence of the novel coronavirus, and the economic disruption resulting from measures to combat the coronavirus, and all DSCR, LTV and Debt Yield metrics were calculated, and the Monogram Portfolio Mortgage Loan (as defined below) was underwritten, based on such prior information. See "Risk FactorsRisks Related to Market Conditions and Other External FactorsThe Coronavirus Pandemic Has Adversely Affected the Global Economy and Will Likely Adversely Affect the Performance of the Mortgage Loans" in the Preliminary Prospectus.
(6)Prior historical information is unavailable, as the individual properties were acquired in separate transactions. Four of the five properties were acquired between 2015 and 2019 for a combined purchase price of $32,215,000. The Monogram Portfolio Mortgage Loan recapitalized the Monogram Portfolio Borrower, and funded the acquisition of the fifth property (Monogram Foods - 605 Kesco Drive) for a purchase price of $18,375,000. The aggregate purchase price for the Monogram Portfolio Properties was $50,590,000.

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

 

T-90 

 

 

Industrial - Various Loan #9 Cut-off Date Balance:   $34,725,000
Various Monogram Portfolio Cut-off Date LTV:   64.5%
    U/W NCF DSCR:   1.67x
    U/W NOI Debt Yield:   9.3%

 

The Mortgage Loan. The mortgage loan (the “Monogram Portfolio Mortgage Loan”) is secured by first priority fee mortgages encumbering five industrial properties located in Plover, Wisconsin (2), Chandler, Minnesota, Bristol, Indiana, and Wilmington, Massachusetts (together, the “Monogram Portfolio Properties”).

 

The Borrower and Borrower Sponsor. The borrower is AGNL Jerky, L.L.C. (the “Monogram Portfolio Borrower”), a single-purpose Delaware limited liability company, with one independent director. Legal counsel to the borrower delivered a non-consolidation opinion in connection with the origination of the Monogram Portfolio Mortgage Loan.

 

The borrower sponsor is Angelo Gordon & Co., L.P. (the “Monogram Portfolio Borrower Sponsor”), a privately-held alternative investment firm, managing approximately $39.0 billion across a broad range of credit and real estate strategies and investing on behalf of pension funds, corporations, endowments, foundations, sovereign wealth funds and individuals. Angelo Gordon & Co., L.P. has over 500 employees in offices across the U.S., Europe and Asia. The non-recourse guarantors, AG Net Lease III (SO) Corp., and AG Net Lease III Corp., are affiliates of the Monogram Portfolio Borrower Sponsor, and each is a non-traded REIT.

 

The Properties.

 

The Monogram Portfolio Properties are comprised of five industrial properties in four distinct markets that are 100.0% occupied by wholly-owned subsidiaries of Monogram Food Solutions, LLC ("Monogram") on a long-term lease expiring February 1, 2040. The Monogram Portfolio Properties represent the majority of Monogram’s operations and are strategically located near key consumers and local supply channels. The Monogram Portfolio Properties are located in Plover, Wisconsin (2), Chandler, Minnesota, Bristol, Indiana, and Wilmington, Massachusetts, and as of loan origination, included a total of 456,018 square feet, which rentable area is expected to increase to 463,118 square feet after completion of construction of 5,700 square feet of additional space at the Monogram Foods - 605 Kesco Drive property and 1,400 square feet of additional space at the Monogram Foods - 330 Ballardvale Street property. The $2,635,000 total expected cost for the construction has been fully reserved.

 

The Monogram Portfolio Properties are built out for food processing operations with refrigerated/freezer, warehouse, office, mezzanine, wastewater management, and/or storage space. The Monogram Portfolio Properties are in the aggregate configured as 77.4% climate controlled for storage or production, 11.8% office and 10.8% dry storage. The operations at the five properties are monitored by the USDA and FDA. The specialty equipment at each property largely sits on casters for ease of moving for regular sanitation and cleaning and for product line reconfiguration.

 

Monogram originally acquired four of the five properties between 2006 and 2016, and in separate sale-leaseback transactions in 2015 and 2019, sold the properties to the Monogram Portfolio Borrower for a combined purchase price of $32,215,000. The Monogram Portfolio Mortgage Loan recapitalized the Monogram Portfolio Borrower, and funded the acquisition of the fifth property (Monogram Foods - 605 Kesco Drive) in a sale-leaseback transaction with Monogram, for a purchase price of $18,375,000. Since 2007, Monogram has invested approximately $117 million in capital projects at the Monogram Portfolio Properties.

 

Property releases are not permitted under the Monogram Portfolio Mortgage Loan documents.

 

Property Summary

 

Property SF % of
Total
SF
Annual UW
Rent
Annual
UW
Rent
PSF
Appraised
Value
UW NOI % of
UW NOI

Monogram Foods - 605 Kesco Drive

605 Kesco Drive, Bristol, IN

125,239(1)) 27.0% $1,280,342 $10.71 $20,500,000(2) $1,157,343 35.7%

Monogram Foods – Chandler

521 5th Street, Chandler, MN

116,699 25.2% $699,211 $5.99 $8,850,000 $628,572 19.4%

Monogram Appetizers - 300 Moore Road

300 Moore Road, Plover, WI

79,601 17.2% $508,908 $6.39 $7,100,000 $459,593 14.2%

Monogram Appetizers - 1434 Post Road

1434 Post Road, Plover, WI

78,179 16.9% $518,585 $6.63 $7,300,000 $472,623 14.6%

Monogram Foods - 330 Ballardvale Street

330 Ballardvale Street, Wilmington, MA

63,400(1) 13.7% $592,771 $9.56 $10,100,000(2) $524,757 16.2%
Total/Wtd. Avg. 463,118(1) 100.0% $3,599,817 $7.77 $53,850,000(2) $3,242,888 100.0%

 

(1)SF includes additional area assuming completion of construction of 5,700 square feet of space at the Monogram Foods - 605 Kesco Drive property and 1,400 square feet of space at the Monogram Foods - 330 Ballardvale Street property. The $2,635,000 total expected cost for the construction has been fully reserved.
(2)The Appraised Value represents the “As Complete” value as of August 1, 2020, which assumes completion of budgeted capital expenditures of $2,635,000 for the Monogram Foods - 605 Kesco Drive and Monogram Foods - 330 Ballardvale Street properties. The full cost of such construction was reserved.

 

Monogram Foods - 605 Kesco Drive

 

The Monogram Foods - 605 Kesco Drive property was built in 1980 on 37.5 acres in Bristol, Indiana and acquired by Monogram in 2012. Since 2013, Monogram has invested approximately $29 million in capital expenditures at the Monogram Foods - 605 Kesco Drive property. The property consists of 119,539 square feet, which is currently configured as 39.5% food processing area, 32.9% below-40 degree freezer storage, 15.8% office and 11.8% ambient storage. The Monogram Foods - 605 Kesco Drive property features a 224 square foot guard house, a 3,234 square foot water treatment center and 350 surface parking spaces. The clear ceiling heights range from 15’ to 60’, and there are five drive-in doors and six loading docks. The Monogram Portfolio Borrower Sponsor is adding another 5,700 square feet, in addition to converting 7,200 square feet of existing interior storage space and office space to production space,

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

 

T-91 

 

 

Industrial - Various Loan #9 Cut-off Date Balance:   $34,725,000
Various Monogram Portfolio Cut-off Date LTV:   64.5%
    U/W NCF DSCR:   1.67x
    U/W NOI Debt Yield:   9.3%

 

which will increase the rentable area to 125,239 SF. The total expansion cost of $2,055,000 was reserved. See “Escrows” below for further details. The facility produces corn dogs.

 

Monogram Foods - Chandler

 

The Monogram Foods - Chandler property was built in 1973 on 9.8-acres in Chandler, Minnesota and acquired by Monogram in 2019. Between 2007 and 2018, Monogram invested approximately $34 million in capital expenditures at the Monogram Foods - Chandler property, which included adding five new production lines. The property consists of four separate industrial buildings totaling 116,699 square feet, which is configured as 94.3% processing and storage and 5.7% office, and features a wastewater plant and 105 surface parking spaces. The clear ceiling heights range from 8’ to 28’, and there are 5 at-grade and 7 dock-high overhead doors. The USDA-certified facility is used to manufacture and package smoked sausage and meat snacks.

 

Monogram Appetizers - 300 Moore Road

 

The Monogram Appetizers - 300 Moore Road property was built between 1996 and 2008 on 12.0 acres in Plover, Wisconsin and was acquired by Monogram in 2015. Monogram has invested approximately $20 million through 2018 on the Monogram Appetizers - 300 Moore Road property and the Monogram Appetizers - 1434 Post Road, primarily to upgrade automation and add two production lines. The Monogram Appetizers - 300 Moore Road property consists of 79,601 square feet, which is configured as 81.2% cold storage (comprised of 69.0% cooled food processing area, 3.8% cooler/warehouse area, and 8.4% freezer area) and 8.8% office space. The clear ceiling heights range from 18’ to 32’, and there are five grade level overhead doors and three loading docks. The property also features 150 surface parking spaces and a 990 square foot shed with a 30-foot clear ceiling height used for storage, maintenance, and equipment. The USDA and FDA approved facility currently operates three food production lines for peppers, mac and cheese, mozzarella sticks, onion rings, and other products.

 

Monogram Appetizers - 1434 Post Road

 

The Monogram Appetizers - 1434 Post Road property was built between 1947 and 2019 on 4.0-acres in Plover, Wisconsin and was acquired by Monogram in 2015. The Monogram Appetizers - 1434 Post Road property consists of 78,179 square feet, which is configured with 51.3% cold storage space (including 35.2% cooled food processing area, 6.8% cooler/warehouse area, and 9.4% freezer/warehouse area), 34.8% dry storage and 13.9% office space. The clear ceiling heights range from 12’ to 24’, there are eight grade-level overhead doors and two loading docks, and 134 surface parking spaces. The USDA and FDA approved facility uses three food production lines for potato based appetizers, cheese curds, and potato processing.

 

Monogram Foods - 330 Ballardvale Street

 

The Monogram Foods - 330 Ballardvale Street property was built in 1992 on 5.9 acres in Wilmington, Massachusetts and was acquired by Monogram in 2019. Since 2010, Monogram has invested approximately $34 million in capital expenditures at the Monogram Foods - 330 Ballardvale Street property. The property consists of 62,000 square feet, which is currently configured for food processing and storage, with 16.7% of area remaining office. The clear ceiling heights range from 16’ to 19’, there are 12 dock-high overhead doors and 92 surface parking spaces. The Monogram Portfolio Borrower Sponsor is adding to the Monogram Foods - 330 Ballardvale Street property another 1,400 square foot dock, which will increase the rentable area to 63,400 SF. The total expansion cost of $580,000 was reserved. See “Escrows” below for further details. The facility operates sandwich and fry production lines for specialty small bites, baked foods, hors d’oeuvres, entrees, and breakfast sandwiches, with an unused third line to be repurposed this year. The plant holds USDA, FDA, and BRC certifications. Monogram operates a USDA and FDA certified bakery across the street, in which it manufactures finished products independent from those produced in the Monogram Foods - 330 Ballardvale Street property.

 

COVID-19 Update. The Monogram Portfolio Mortgage Loan is current as of the September debt service payment, and as of September 12, 2020, is not subject to any forbearance, modification or debt service relief request. The Monogram Portfolio Properties did not close in connection with the COVID-19 pandemic as food production was deemed an essential business and as of the August 2020 payment, Monogram has continued to pay full unabated rent pursuant to its lease.

 

Major Tenant.

 

Monogram Food Solutions, LLC is a privately-held manufacturer and marketer of meat products, snacks, and appetizers. Monogram was formed in 2004 by the acquisition and merger of King Cotton and Circle B Meats from Sara Lee and has grown by cross selling and investing in additional lines, and through ten food industry acquisitions totaling $120 million. Its primary product categories are Protein Snacks/Refrigerated (jerky, meat snacks, refrigerated meats), Frozen Appetizers (potato skins, cheese sticks, poppers), Gourmet (egg sandwiches), Prepared Meats (pre-cooked bacon), and Frozen (corn dogs). Monogram’s business is approximately 60% contract manufacturing, approximately 30% private label and approximately 10% branded. Monogram’s customers include Conagra, Starbucks, Tyson, Walmart, Aldi, Kraft Heinz, Hormel, B&G Foods, Kroger, and Culver’s. In 2019, Monogram achieved approximately $761 million in gross sales, an increase of approximately 16.0% from 2018. As of the second quarter of 2020, Monogram’s gross sales were approximately $387 million.

 

In connection with the Monogram Portfolio Mortgage Loan, Monogram executed a new, 20-year, absolute NNN master lease on the Monogram Portfolio Properties expiring February 1, 2040. The lease includes annual 1.95% rent increases, and six five-year renewal options. The lease is guaranteed by Monogram.

The following table presents certain information relating to the sole tenant at the Monogram Portfolio Properties:

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

 

T-92 

 

 

Industrial - Various Loan #9 Cut-off Date Balance:   $34,725,000
Various Monogram Portfolio Cut-off Date LTV:   64.5%
    U/W NCF DSCR:   1.67x
    U/W NOI Debt Yield:   9.3%

 

Tenant Summary(1)

 

Tenant Name

Credit Rating (Fitch/

Moody’s/
S&P)

Tenant NRSF % of
NRSF
Annual U/W Base Rent PSF Annual
U/W Base Rent
% of
Total
Annual
U/W
Base
Rent
Lease
Expiration
Date
Extension Options Termination Option (Y/N)
Monogram Food Solutions NR/NR/NR 463,118(2) 100.0% $7.77 $3,599,817 100.0% 2/1/2040 6x5 yr N
(1)Information obtained from the underwritten rent roll.
(2)SF includes additional area assuming completion of construction of 5,700 square feet of space at the Monogram Foods - 605 Kesco Drive property and 1,400 square feet of space at the Monogram Foods - 330 Ballardvale Street property. The $2,635,000 total expected cost for the construction has been fully reserved.

 

The following table presents certain information relating to the lease rollover schedule at the Monogram Portfolio Properties:

Lease Expiration Schedule(1)

 

Year Ending
 December 31,
No. of Leases Expiring Expiring NRSF % of Total NRSF Expiring Cumulative Expiring NRSF Cumulative % of Total NRSF Expiring Annual
 U/W
Base Rent Expiring
% of Total Annual U/W Base Rent Expiring Annual
 U/W
Base Rent
 PSF Expiring
MTM 0 0 0.0% 0 0.0% $0 0.0% $0.00
2020 0 0 0.0% 0 0.0% $0 0.0% $0.00
2021 0 0 0.0% 0 0.0% $0 0.0% $0.00
2022 0 0 0.0% 0 0.0% $0 0.0% $0.00
2023 0 0 0.0% 0 0.0% $0 0.0% $0.00
2024 0 0 0.0% 0 0.0% $0 0.0% $0.00
2025 0 0 0.0% 0 0.0% $0 0.0% $0.00
2026 0 0 0.0% 0 0.0% $0 0.0% $0.00
2027 0 0 0.0% 0 0.0% $0 0.0% $0.00
2028 0 0 0.0% 0 0.0% $0 0.0% $0.00
2029 0 0 0.0% 0 0.0% $0 0.0% $0.00
2030 0 0 0.0% 0 0.0% $0 0.0% $0.00
Thereafter 1 463,118(2) 100.0% 463,118(2) 100.0% $3,599,817 100.0% $7.77
Vacant 0 0 0.0% 463,118(2) 100.0% $0 0.0% $0.00
Total/Wtd. Avg.   463,118(2) 100.0%     $3,599,817 100.0% $7.77
(1)Information obtained from the underwritten rent roll.
(2)SF includes additional area assuming completion of construction of 5,700 square feet of space at the Monogram Foods - 605 Kesco Drive property and 1,400 square feet of space at the Monogram Foods - 330 Ballardvale Street property. The $2,635,000 total expected cost for the construction has been fully reserved.

 

The following table presents historical occupancy percentages at the Monogram Portfolio Properties:

Historical Occupancy(1)

 

12/31/2016

12/31/2017

12/31/2018

12/31/2019

9/1/2020

100.0% 100.0% 100.0% 100.0% 100.0%

 

(1)Information based on the single-tenant leases.

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

 

T-93 

 

 

Industrial - Various Loan #9 Cut-off Date Balance:   $34,725,000
Various Monogram Portfolio Cut-off Date LTV:   64.5%
    U/W NCF DSCR:   1.67x
    U/W NOI Debt Yield:   9.3%

 

Underwritten Net Cash Flow. The following table presents certain information relating to the underwritten net cash flow at the Monogram Portfolio Properties:

 

Cash Flow Analysis(1)

 

 

 

U/W

%(2) U/W $ per SF
Gross Potential Rent(3) $3,599,817 79.2% $7.77
Total Recoveries $947,058 20.8% $2.04
Net Rental Income $4,546,875 100.0% $9.82
Vacancy

($227,343)

-6.3%

($0.49)

Effective Gross Income $4,319,532 95.0% $9.33
       
Real Estate Taxes $481,824 11.2% $1.04
Insurance $66,705 1.5% $0.14
Other Operating Expenses

$528,115

12.2%

$1.14

Total Operating Expenses $1,076,644 24.9% $2.32
       
Net Operating Income $3,242,888 75.1% $7.00
Replacement Reserves $68,403 1.6% $0.15
TI/LC

$45,602

1.1%

$0.10

Net Cash Flow $3,128,883 72.4% $6.76
       
NOI DSCR (IO) 2.63x    
NOI DSCR (P&I) 1.73x    
NCF DSCR (IO) 2.54x    
NCF DSCR (P&I) 1.67x    
NOI Debt Yield 9.3%    
NCF Debt Yield 9.0%    

  

 

(1)Prior historical information is unavailable as the individual properties were acquired in separate transactions between 2015 and loan origination.
(2)Represents (i) percent of Net Rental Income for all revenue fields, (ii) percent of Gross Potential Rent for Vacancy and (iii) percent of Effective Gross Income for all other fields.
(3)Based on the contractual rent as of February 2020. Pursuant to the lease, annual rent increased by $186,031 beginning August 2020, which increase has not been included in the U/W Gross Potential Rent.

 

Appraisal. The appraiser concluded to individual “as-is” appraised values for the Monogram Portfolio Properties of $18,300,000 as of February 4, 2020 for the Monogram Foods - 605 Kesco Drive property; $9,600,000 as of January 27, 2020 for the Monogram Foods - 330 Ballardvale Street property; $8,850,000 as of January 31, 2020 for the 521 5th Street, Chandler, MN property; $7,300,000 as of February 5, 2020 for 1434 Post Road, Plover WI property; and $7,100,000 as of February 5, 2020 for the 300 Moore Road, Plover WI property. The sum of the “as-is” appraised values is $51,150,000.

 

The appraiser also provided individual “as complete” appraised values of $20,500,000 for the Monogram Foods - 605 Kesco Drive property and $10,100,000 for the Monogram Foods - 330 Ballardvale Street property, both as of August 1, 2020 assuming completion of the budgeted capital expenditures of $2,635,000. The full cost of such construction was reserved. The sum of the “as complete” appraised values for the Monogram Foods - 605 Kesco Drive and Monogram Foods - 330 Ballardvale Street properties together with the “as-is” appraised values for the other three properties is $53,850,000.

 

Environmental Matters. According to the Phase I environmental site assessments dated between May 6, 2019 and September 30, 2019, there was no evidence of any recognized environmental conditions at the Monogram Portfolio Properties except that at the Monogram Foods - 605 Kesco Drive property, the Phase I environmental site assessment identified a recognized environmental condition due to the historic and possible continued presence of underground storage tanks (a “UST”) for diesel, gasoline, fuel oil and water. Based on the discrepancies in the UST database reviewed, further investigation, including a ground penetrating radar survey and soil and/or groundwater sampling was recommended. A Phase II site assessment was completed at the Monogram Foods - 605 Kesco Drive property on November 5, 2019, which found no evidence of USTs or UST related contaminants in the subsurface in those areas investigated and therefore, determined no further investigation is needed.

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

 

T-94 

 

 

Industrial - Various Loan #9 Cut-off Date Balance:   $34,725,000
Various Monogram Portfolio Cut-off Date LTV:   64.5%
    U/W NCF DSCR:   1.67x
    U/W NOI Debt Yield:   9.3%

 

Market Overview and Competition.

 

Monogram Foods - 605 Kesco Drive

 

The Monogram Foods - 605 Kesco Drive property is located in the Elkhart metropolitan statistical area (“MSA”) approximately 2.0 miles southwest of the Interstate 80/90 interchange, which provides access to Chicago, IL (west) and Toledo, OH (east). The Elkhart Municipal Airport and South Bend International Airport are 10 and 35 miles west, respectively. The property is situated within the approximately 600-acre Earthway Rail Park, which contains approximately 1.5-miles of the Grand Elk Railroad line. The majority of MSA employment is in manufacturing, primarily RV business. According to the appraisal, as of the first quarter 2020, the Elkhart industrial market contained 75.1 million square feet, with a 1.5% vacancy rate, average asking rent of $3.37 PSF NNN, and had positive net absorption of 323,073 square feet. The food processing industry in Indiana had a vacancy rate of 1.3%.

 

The following table presents comparable industrial leases with respect to the Monogram Foods - 605 Kesco Drive property:

 

Comparable Leases Summary - Monogram Foods - 605 Kesco Drive

 

Property, Location Year Built
Lease Area (SF)
Distance
from
Subject
(Miles)
Tenant Name Lease
Date/

Term (Yrs.)
Annual Base
Rent PSF
NNN
Monogram Foods - 605 Kesco Drive 1980 125,239(1) NAP Monogram Food Solutions Jan-20 / 20 $10.71

1650 Commerce Drive

Bristol, IN

1999 105,000 2 miles Spartan Motors Nov-19 / 1 $3.75

6400 Technology Ave.

Kalamazoo, MI

2007 32,500 44 miles Bosch Automotive Service Solutions Feb-18 / NA $6.05

5627 E Rail Connect Drive

Columbia City, IN

2020 252,000 58 miles Autoliv Apr-20 / 10 $5.52

5545 Chet Waggoner Ct.

South Bend, IN

2019 84,000 35 miles Amazon.com Services Aug-19 / NA $4.50

54722 Chelsea Ln.

Elkhart, IN

1961 120,824 6 miles Allue Furniture Apr-19 / NA $3.13

Source: Industry report and underwritten rent roll for subject property.

(1)SF includes additional area assuming completion of construction of 5,700 square feet of space. The total expected cost for the construction has been fully reserved.

 

Monogram Foods - Chandler

The Monogram Foods - Chandler property is located in the Minneapolis/St. Paul (Twin Cities) MSA, situated 22 miles north of Interstate 90 and approximately 61 miles northeast of the Sioux Falls, SD Regional Airport. According to the appraiser for the second quarter 2019, in the greater Twin Cities area, there was 7.3 million square feet of refrigerated or food processing space, with a 1.1% vacancy rate, and average asking rent of $5.82 PSF NNN. The overall Southwest Chandler industrial market is largely rural with an estimated 0% to 5% vacancy rate.

 

The following table presents comparable industrial leases with respect to the Monogram Foods - Chandler property:

 

Comparable Leases Summary - Monogram Foods - Chandler

 

Property, Location Year Built
Lease
Area (SF)
Distance
from Subject
(Miles)
Tenant Name Lease Date/
Term (Yrs.)
Annual Base
Rent PSF NNN
Monogram Foods - Chandler 1973 116,699 NAP Monogram Food Solutions Jan-20 / 20 $5.99

4501 N 2nd Avenue

Sioux Falls, SD

1985 70,000 45 miles Buckeye Corrugated Jun-18 / 20 $4.00

18209 N Industrial Avenue

Sioux Falls, SD

1977 55,500 47 miles ATF Jun-17 / 1 $4.85

501 E 52nd Street

Sioux Falls, SD

1976 65,000 45 miles NA Feb-14 / 5 $4.00

1980 Commerce Drive

Mankato, MN

1982 61,980 96 miles Thin Film Technology Corp. Jan-18 / 10 $4.28

137 County Road 23

Jackson, MN

2011 20,056 52 miles AGCO Oct-11 / 3 $4.21

Source: Industry Report and underwritten rent roll for subject property.

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

 

T-95 

 

 

Industrial - Various Loan #9 Cut-off Date Balance:   $34,725,000
Various Monogram Portfolio Cut-off Date LTV:   64.5%
    U/W NCF DSCR:   1.67x
    U/W NOI Debt Yield:   9.3%

 

Monogram Appetizers - 300 Moore Road

 

The Monogram Appetizers - 300 Moore Road property and the Monogram Appetizers - 1434 Post Road property are located in Plover, Portage County, WI, 4.1 miles apart from each other. The properties are situated adjacent to Interstate 39, a major north-south Midwest logistics corridor that has attracted build-to-suit development. The properties are also located near State Highway 66 and US-10 Highway and are within 11.0 miles of Stevens Point, WI, and the Stevens Point Municipal Airport. For the first quarter 2019, the Marathon and Portage Counties industrial market contained approximately 17.3 million square feet, with a 3.1% vacancy rate, and average asking rent of $5.90 PSF NNN.

 

The following table presents comparable industrial leases with respect to the Monogram Appetizers - 300 Moore Road and the Monogram Appetizers - 1434 Post Road properties:

 

Comparable Leases Summary - Monogram Appetizers - 300 Moore Road, 1434 Post Road

 

Property, Location Year Built
Lease
Area (SF)
Distance
from
Subject (Miles)
Tenant Name Lease Date/
Term (Yrs.)
Annual Base
Rent PSF NNN
Monogram Appetizers - 300 Moore Road 1996 79,601 NAP Monogram Food Solutions Jan-20 / 20 $6.39
Monogram Appetizers - 1434 Post Road 1947 78,179 NAP Monogram Food Solutions Jan-20 / 20 $6.63

2925 Welsby Ave(1)

Stevens Point, WI

1977 5,000 5 miles Multiple Nov-16 / 1 $5.50

3131 Airport Rd

Rhinelander, WI

1999 64,000 95 miles NA Aug-18 / NA $4.25

2481 Towerview Dr

Neenah, WI

1984 65,325 54 miles Walters Converting Corp. May-17 / NA $3.95

955 Waukechon St

Milwaukee, WI

1960 50,057

48 miles

 

NA Aug-11 / NA $4.00

Source: Industry Report and underwritten rent roll for subject property.

(1)Monogram is a tenant at the property.

 

Monogram Foods - 330 Ballardvale Street

 

The Monogram Foods - 330 Ballardvale Street property is located in the Boston MSA, approximately 15 miles north of the Boston central business district, and is situated 1.0 mile east of Interstate 93 near the interchange with Interstate 495, which provides access to Interstate 95. The Boston Logan International Airport is approximately 22.0 miles southeast. According to the appraisal, for the third quarter 2019, the Route 128-North industrial submarket contained approximately 52.9 million square feet, with a 3.9% vacancy rate, average asking rent of $12.98 PSF NNN, and had positive net absorption of 238,713 square feet.

 

The following table presents comparable industrial leases with respect to the Monogram Foods - 330 Ballardvale Street property in the Monogram Portfolio:

 

Comparable Leases Summary - 330 Ballardvale Street

 

Property, Location Year Built Lease Area
(SF)
Distance
from
Subject
(Miles)
Tenant Name Lease Date/
Term (Yrs.)
Annual Base
Rent PSF NNN
Monogram Foods - 330 Ballardvale Street 1992 63,400(1) NAP Monogram Food Portfolio Jan-20 / 20 $9.56

159 Rangeway Rd

Billerica, MA

1988 59,030 8 miles Compass Packaging Jun-20 / NA $6.95

96 Audubon Rd

Wakefield, MA

1980 42,720 8 miles The Produce Connection Oct-20 / 5 $7.50

200 Fallon Rd

Stoneham, MA

1968/1975 62,144 10 miles Staples Warehouse Apr-20 / 5 $6.75

326 Ballardvale St

Wilmington, MA

1987 57,894 0 miles NA Mar-20 / NA $6.50

5 Watham St

Wilmington, MA

1962/1989 43,000 3 miles Eastern Nov-20 / 10 $5.99

17-57 Jonspin Rd

Wilmington, MA

1986 61,994 1 mile Engineered Metals Corp Jun-20 / NA $6.75

Source: Industry Report and underwritten rent roll for subject property.

 

(1)SF includes additional area assuming completion of construction of 1,400 square feet of space for which the total expected cost for the construction has been fully reserved.

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

 

T-96 

 

 

Industrial - Various Loan #9 Cut-off Date Balance:   $34,725,000
Various Monogram Portfolio Cut-off Date LTV:   64.5%
    U/W NCF DSCR:   1.67x
    U/W NOI Debt Yield:   9.3%

 

The following table presents certain information relating to the appraiser’s market rent conclusions for the Monogram Portfolio Properties:

 

Market Rent Summary

 

Property SF Market
Rent/SF
Market Lease Term (Mos.) Lease
Type
Rent Increase Projection
Monogram Foods - 605 Kesco Drive 125,239(1)) $10.00 120 NNN 2.00%
Monogram Foods - Chandler 116,699 $5.88 120-240 NNN 2.00%
Monogram Appetizers - 300 Moore Road 79,601 $6.75 120 NNN 2.00%
Monogram Appetizers - 1434 Post Road 78,179 $6.50 120 NNN 2.00%
Monogram Foods - 330 Ballardvale Street 63,400(1) $9.50 60 NNN 3.00%
Wtd. Avg. 463,118(1) $7.74     2.14%

 

(1)SF includes additional area assuming completion of construction of 5,700 square feet of space at the Monogram Foods - 605 Kesco Drive property and 1,400 square feet of space at the Monogram Foods - 330 Ballardvale Street property. The $2,635,000 total expected cost for the construction has been fully reserved.

 

Escrows.

 

Real Estate Taxes - Unless Monogram is responsible for and is making all property tax payments, the Monogram Portfolio Borrower is required to deposit monthly 1/12th of the annual estimated real estate taxes, capped at 12 months of real estate taxes.

 

Insurance - Unless Monogram is responsible for and is making all insurance premium payments, or unless the Monogram Portfolio Properties are covered by a blanket insurance policy, the Monogram Portfolio Borrower is required to deposit monthly 1/12th of the annual estimated insurance premiums, capped at 12 months of insurance premiums.

 

Replacement Reserve – During a Cash Sweep Period, unless Monogram is responsible for and is maintaining capital expenditure reserve under its lease, the Monogram Portfolio Borrower is required to deposit monthly $5,700, capped at $171,007, which monthly deposits will resume if the replacement reserve is drawn down to less than $85,503.

 

Permitted Expansion Reserve – The Monogram Portfolio Borrower deposited $1,781,250 at loan origination, which funds are entitled to be released to the Monogram Portfolio Borrower (a) in the amount of $1,430,017 upon completion of the Monogram Foods - 605 Kesco Drive property expansion and (b) in the amount of $351,232 upon completion of the Monogram Foods - 330 Ballardvale Street property expansion, with any remaining funds to be released to the Monogram Portfolio Borrower when both expansion projects are complete.

 

Expansion Construction Costs Reserve The Monogram Portfolio Borrower deposited with a title company $2,635,000, which amount represents the full estimated cost of completion for the expansions at the Monogram Foods - 605 Kesco Drive property (5,700 SF at an estimated cost of $2,055,000) and Monogram Foods - 330 Ballardvale Street property (1,400 SF at an estimated cost of $580,000) and which funds are entitled to be released to the Monogram Portfolio Borrower, subject to confirmation by the lender, (a) with respect to the Monogram Foods - 605 Kesco Drive property, in three installments ($1,100,000, $695,00,000 and $260,000,000) upon completion of three distinct stages of theexpansion and (b) with respect to the Monogram Foods - 330 Ballardvale Street property, in one lump sum of $580,000 upon completion of the expansion.

 

Lockbox and Cash Management.

 

The Monogram Portfolio Mortgage Loan is structured with a hard lockbox and in-place cash management. Monogram is required to deposit directly all rents and other revenue to the lockbox account and on each business day, funds in the lockbox account will be transferred into the lender controlled cash management account to be applied and disbursed in accordance with Monogram Portfolio Mortgage Loan documents, with any excess cash being either (a) disbursed to the Monogram Portfolio Borrower for so long as no Cash Sweep Period exists, or (b) held by the lender as additional collateral during the continuance of a Cash Sweep Period.

 

A “Cash Sweep Period” is a period:

 

(a)commencing on the occurrence of an event of default and ending when the event of default is waived or cured;
(b)commencing when the debt service coverage ratio is below 1.25x on a trailing twelve month basis for two consecutive quarters and ending when (x) the debt service coverage ratio is at least 1.25x on a trailing twelve month basis for two consecutive quarters calculated on income received under the Monogram lease, or (y) the debt service coverage ratio is at least 1.35x on a trailing twelve month basis for two consecutive quarters calculated on income received under an Approved Substitute Lease (as defined below);
(c)commencing when Monogram vacates, goes dark, or discontinues operations in any portion of its leased space, or defaults in the payment of rent beyond any notice and cure periods (which actions constitute an event of default under the lease) and ending when (x) the event of default under the lease is cured or the applicable portion of the space which is subject to the events which gave rise to the Cash Sweep Period is subsequently leased under an Approved Substitute Lease; (y) the Monogram Portfolio Borrower has posted cash or a letter of credit in an amount equal to the Cash Sweep Avoidance Amount

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

 

T-97 

 

 

Industrial - Various Loan #9 Cut-off Date Balance:   $34,725,000
Various Monogram Portfolio Cut-off Date LTV:   64.5%
    U/W NCF DSCR:   1.67x
    U/W NOI Debt Yield:   9.3%

 

  (as defined below); or (z) or the funds accrued through such cash flow sweep equal two times the Cash Sweep Avoidance Amount; or
(d)commencing when Monogram becomes the subject of any bankruptcy proceeding or has its assets made subject to the jurisdiction of a bankruptcy court and ending when (x)(a) the lease is affirmed, assumed or assigned by the bankruptcy court and Monogram’s obligations under its lease remain unaltered or (b) if the lease has been rejected, the corresponding space has been re-tenanted to replacement tenant(s) under an Approved Substitute Lease, and (y) Monogram’s assets are longer subject to bankruptcy.

 

An “Approved Substitute Lease” means (i) in the event the Monogram lease is replaced prior to the expiration of its term with a replacement tenant, such direct lease with the replacement tenant that is (x) for a term at least equal to the remaining term under the Monogram lease (excluding any extension options) and (y) at a rental rate equal to the lesser of (A) the rental rate under the Monogram lease and (B) the then prevailing market rates, (ii) in the event the Monogram lease remains in effect and Monogram continues to pay full unabated rent thereunder, a sublease which has the effect of curing the lease default that triggered the Cash Sweep Period, or (iii) any other lease approved by the lender.

 

The “Cash Sweep Avoidance Amount” is equal to the total amount of rent for the Monogram Portfolio Properties for the immediately succeeding twelve monthly rent payments.

 

Property Management. The Monogram Portfolio Properties are self-managed.

 

Partial Release. Not permitted

 

Real Estate Substitution. Not permitted.

 

Subordinate and Mezzanine Indebtedness. The direct or indirect equity owners of the Monogram Portfolio Borrower are permitted to incur future mezzanine debt (secured by a pledge of direct or indirect equity interests in the Monogram Portfolio Borrower), provided that among other conditions: (i) the principal amount of the mezzanine loan may not exceed an amount when combined with the Monogram Portfolio Mortgage Loan results in (a) a loan-to-value ratio greater than 65% or (b) a debt service coverage ratio less than 1.65x; (ii) the mezzanine loan is coterminous with the Monogram Portfolio Mortgage Loan; (iii) an intercreditor agreement is executed that is acceptable to the lender; and (iv) rating agency confirmation is delivered.

 

Ground Lease. None.

 

Right of First Offer/Right of First Refusal. Monogram has a right of first offer to purchase any or all of the Monogram Portfolio Properties if the Monogram Portfolio Borrower desires to sell at any time during the term of the Monogram lease. Monogram’s right will exist for 30 days following receipt of notice by the Monogram Portfolio Borrower.

 

Letter of Credit. None.

 

Terrorism Insurance. The Monogram Portfolio Borrower is required to obtain and maintain “all risk” property insurance that covers perils of terrorism and acts of terrorism in an amount equal to the full replacement cost of the Monogram Portfolio Properties and business interruption insurance for twelve months with a six-month extended period of indemnity. See “Risk Factors—Risks Relating to the Mortgage Loans—Terrorism Insurance May Not Be Available for All Mortgaged Properties” in the Preliminary Prospectus.

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

 

T-98 

 

 

Office – Suburban Loan #10 Cut-off Date Balance:   $30,000,000
20329, 20333, 20405, and Chasewood Technology Park Cut-off Date LTV:   65.3%
20445 State Highway 249   UW NCF DSCR:   1.73x
Houston, TX 77070   UW NOI Debt Yield:   11.5%

 

 

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

 

T-99 

 

 

Office – Suburban Loan #10 Cut-off Date Balance:   $30,000,000
20329, 20333, 20405, and Chasewood Technology Park Cut-off Date LTV:   65.3%
20445 State Highway 249   UW NCF DSCR:   1.73x
Houston, TX 77070   UW NOI Debt Yield:   11.5%

 

 

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

 

T-100 

 

 

Office – Suburban Loan #10 Cut-off Date Balance:   $30,000,000
20329, 20333, 20405, and Chasewood Technology Park Cut-off Date LTV:   65.3%
20445 State Highway 249   UW NCF DSCR:   1.73x
Houston, TX 77070   UW NOI Debt Yield:   11.5%

 

 

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

 

T-101 

 

 

No. 10 – Chasewood Technology Park
 
Mortgage Loan Information   Mortgaged Property Information
Mortgage Loan Seller: Morgan Stanley Mortgage Capital Holdings LLC   Single Asset/Portfolio: Single Asset
Credit Assessment (Fitch/KBRA/Moody’s): [NR/NR/NR]   Property Type – Subtype: Office – Suburban
Original Principal Balance(1): $30,000,000   Location: Houston, TX
Cut-off Date Balance(1): $30,000,000   Size: 463,969 SF
% of Initial Pool Balance: 4.2%   Cut-off Date Balance Per SF(1): $99.14
Loan Purpose: Acquisition   Maturity Date Balance Per SF(1): $80.96
Borrower Sponsor: Nitya Capital   Year Built/Renovated: 1983/2002
Guarantor: Swapnil Agarwal   Title Vesting: Fee
Mortgage Rate: 3.9140%   Property Manager: Self-managed
Note Date: August 28, 2020   Current Occupancy (As of)(2): 75.3% (6/20/2020)
Seasoning: 0 months   YE 2019 Occupancy: 91.8%
Maturity Date: September 1, 2030   YE 2018 Occupancy: 89.5%
IO Period: 12 months   YE 2017 Occupancy: 89.2%
Loan Term (Original): 120 months   YE 2016 Occupancy: 84.3%
Amortization Term (Original): 360 months   Appraised Value(2): $70,433,459
Loan Amortization Type: Interest-only, Amortizing Balloon   Appraised Value Per SF(2): $151.81
Call Protection(2): L(23),GRTR 1% or YM(92),O(5)   Appraisal Valuation Date: July 21, 2020
Lockbox Type: Springing   Underwriting and Financial Information(2)
Additional Debt(1): Yes   Annualized NOI (7/31/2020): $7,385,599
Additional Debt Type (Balance)(1): Pari Passu ($16,000,000)   YE 2019 NOI: $5,964,876
      YE 2018 NOI: $5,503,042
      YE 2017 NOI: $5,318,458
Escrows and Reserves(3)   U/W Revenues: $11,143,868
  Initial Monthly Cap   U/W Expenses: $5,876,236
Taxes $1,513,116 $168,124 NAP   U/W NOI: $5,267,633
Insurance $33,778 $33,778 NAP   U/W NCF: $4,509,290
Replacement Reserve $0 $9,666 NAP   U/W DSCR based on NOI/NCF(1): 2.02x / 1.73x
TI/LC $1,000,000 $67,662 $4,059,729   U/W Debt Yield based on NOI/NCF(1): 11.5% / 9.8%
Outstanding TI/LC $455,829 $0 NAP   U/W Debt Yield at Maturity based on NOI/NCF(1): 14.0% / 12.0%
Rent Concession Fund $92,756 $0 NAP   Cut-off Date LTV Ratio(1): 65.3%
Deferred Maintenance $3,813 $0 NAP   LTV Ratio at Maturity(1): 53.3%
                 

Sources and Uses
Sources         Uses      
Original whole loan amount(1) $46,000,000     62.0%   Purchase price $69,750,000   94.1%  
Borrower equity 28,145,878     38.0   Upfront reserves 3,099,292   4.2  
          Closing costs 1,296,586   1.7  
                 
Total Sources $74,145,878   100.0%   Total Uses $74,145,878   100.0% 
(1)The Chasewood Technology Park Mortgage Loan (as defined below) is a part of the Chasewood Technology Park Whole Loan (as defined below) with an original aggregate principal balance of $46,000,000. The Cut-off Date Balance Per SF, Maturity Date Balance Per SF, U/W DSCR based on NOI/NCF, U/W Debt Yield based on NOI/NCF, U/W Debt Yield at Maturity based on NOI/NCF, Cut-off Date LTV Ratio and LTV Ratio at Maturity numbers presented above are based on the Chasewood Technology Park Whole Loan.
(2)While the Chasewood Technology Park Mortgage Loan was originated after the emergence of the novel coronavirus pandemic and the economic disruption resulting from measures to combat the pandemic, the pandemic is an evolving situation and could impact the Chasewood Technology Park Mortgage Loan more severely than assumed in the underwriting of the Chasewood Technology Park Mortgage Loan and could adversely affect the NOI, NCF and occupancy information, as well as the appraised value and the DSCR, LTV and Debt Yield metrics presented above. See “Risk Factors—Risks Related to Market Conditions and Other External Factors—The Coronavirus Pandemic Has Adversely Affected the Global Economy and Will Likely Adversely Affect the Performance of the Mortgage Loans” in the Preliminary Prospectus.
(3)See “Escrows” below for further discussion of reserve requirements.

 

The Mortgage Loan. The mortgage loan (the “Chasewood Technology Park Mortgage Loan”) is part of a whole loan (the “Chasewood Technology Park Whole Loan”) evidenced by two pari passu promissory notes in the aggregate original principal amount of $46,000,000. The Chasewood Technology Park Whole Loan is secured by a first priority fee mortgage on a 463,969 square foot office property located in Houston, Texas (the “Chasewood Technology Park Property”). The Chasewood Technology Park Mortgage Loan is evidenced by the controlling promissory note A-1 in the original principal amount of $30,000,000. The non-controlling promissory note A-2 (the “Chasewood Technology Park Serviced Pari Passu Companion Loan”) is currently held by MSBNA and is expected to be contributed to one or more future securitization transactions. The Chasewood Technology Park Whole Loan will be serviced pursuant to the pooling and servicing agreement for the BANK 2020-BNK28 transaction. See “Description of the Mortgage Pool—The Whole Loans—The Serviced Pari Passu Whole Loans” and “Pooling and Servicing Agreement” in the Preliminary Prospectus.

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

 

T-102 

 

 

Office – Suburban Loan #10 Cut-off Date Balance:   $30,000,000
20329, 20333, 20405, and Chasewood Technology Park Cut-off Date LTV:   65.3%
20445 State Highway 249   UW NCF DSCR:   1.73x
Houston, TX 77070   UW NOI Debt Yield:   11.5%

 

Note Summary

 

Notes Original Principal Balance Cut-off Date Balance Note Holder Controlling Interest
A-1 $30,000,000 $30,000,000 BANK 2020-BNK28 Yes
A-2 $16,000,000 $16,000,000 MSBNA No
Total $46,000,000 $46,000,000    

 

The Borrowers and the Borrower Sponsors. The borrower is Chasewood TP, LLC (the “Chasewood Technology Park Borrower”), a single purpose Delaware limited liability company, structured with one independent director. Legal counsel to the Chasewood Technology Park Borrower delivered a non-consolidation opinion in connection with the origination of the Chasewood Technology Park Whole Loan. The borrower sponsor is Nitya Capital and the non-recourse carve-out guarantor is Swapnil Agarwal, the founder and managing principal of Nitya Capital. Nitya Capital is a privately held real estate investment firm that focuses on the acquisition and management of multifamily properties. Since inception, Nitya Capital has acquired over 20,000 multifamily units and over 1,000,000 square feet of commercial office space throughout Texas.

 

The Property. The Chasewood Technology Park Property is a four-building Class A office property totaling 463,969 square feet, on an approximately 10.4-acre site located in Houston, Texas. The Chasewood Technology Park Property consists of four separate buildings. One Chasewood is a six-story, 107,968 square foot building that was constructed in 1983 and underwent renovation in 2002. Two Chasewood is an eight-story, 153,226 square foot building that was constructed in 1985 and underwent renovation in 2002. Three Chasewood is a four-story, 97,552 square foot building built in 1999 and Four Chasewood is a five-story, 105,223 square foot building built in 2008. The Chasewood Technology Park Property is situated in a park-like setting with an on-site deli. The Chasewood Technology Park Property has undergone approximately $5.7 million of various capital improvements from 2017 through 2019. Major capital improvements include a new fitness center, tenant lounge, conference center and flood prevention infrastructure. The Chasewood Technology Park Property includes a total of 1,450 parking spaces, with 244 surface spaces and 1,206 spaces within two parking garages. The Chasewood Technology Park Property was 75.3% leased as of June 20, 2020 to 58 tenants. Other than the two largest tenants, no tenant accounts for more than 3.8% of the NRA or 5.2% of the underwritten base rent.

 

Major Tenants.

 

Branch Banking & Trust (44,153 square feet, 9.5% of NRA, 11.6% of underwritten rent). Branch Banking & Trust is a financial services holding company. Branch Banking & Trust offers retail and commercial banking, securities brokerage, insurance, wealth management, asset management, corporate banking, capital markets and specialized lending. Branch Banking & Trust is based in Winston-Salem, North Carolina and operates more than 1,700 branches in 15 states and Washington, D.C. Branch Banking & Trust has been a tenant at the Chasewood Technology Park Property since 2002 and expanded by 6,521 square feet in 2019. Branch Banking & Trust has a lease expiration of October 31, 2024 and has two, five-year renewal options remaining.

 

Asset Risk Management (43,142 square feet, 9.3% of NRA, 14.0% of underwritten rent). The Chasewood Technology Park Property serves as the headquarters for Asset Risk Management. Asset Risk Management is a services firm that provides energy risk management to oil and gas producers including hedge strategy development and implementation services, as well as physical commodity and natural gas market, supply management, and transportation services. Asset Risk Management has been a tenant at the Chasewood Technology Park Property since 2010. Asset Risk Management has a lease expiration date of March 31, 2030, with no renewal options remaining.

 

RPS Group, Inc. (17,765 square feet, 3.8% of NRA, 5.2% of underwritten rent). RPS Group, Inc. is a global professional services firm that provides consulting services across property, energy, transport, water, resources, and defense. Founded in 1970, RPS Group, Inc. has approximately 5,000 employees in 125 countries across six continents. RPS Group, Inc. has been a tenant at the Chasewood Technology Park Property since 2017 and expanded by 7,441 square feet in 2018. RPS Group, Inc. has a lease expiration of June 30, 2023 and has one, five-year renewal option remaining.

 

VLK Architects (14,339 square feet, 3.1% of NRA, 4.3% of underwritten rent). VLK Architects is an architectural firm founded in 1984, which provides architecture, planning, and interior design services to K-12, higher education, corporate and institutional clients. VLK Architects has been a tenant at the Chasewood Technology Park Property since 2014 and expanded by 3,134 square feet in 2020. VLK Architects has a lease expiration of October 16, 2026 and has one, five-year renewal option remaining.

 

Chasewood State Bank (11,839 square feet, 2.6% of NRA, 2.9% of underwritten rent). Chasewood State Bank was founded in 1983 and is currently headquartered at the Chasewood Technology Park Property. Chasewood State Bank has approximately 21 employees and two bank locations. Chasewood State Bank has been a tenant at the Chasewood Technology Park Property since 2002, has a lease expiration of January 31, 2023 and has one, ten-year renewal option remaining.

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

 

T-103 

 

 

Office – Suburban Loan #10 Cut-off Date Balance:   $30,000,000
20329, 20333, 20405, and Chasewood Technology Park Cut-off Date LTV:   65.3%
20445 State Highway 249   UW NCF DSCR:   1.73x
Houston, TX 77070   UW NOI Debt Yield:   11.5%

 

The following table presents certain information relating to the major tenants at the Chasewood Technology Park Property:

 

Major Tenants(1)

 

Tenant Name

Credit Rating

(Fitch/KBRA /

Moody’s)(2)

Tenant NRSF % of
NRSF
Annual U/W Base Rent PSF Annual
U/W Base Rent
% of Total Annual U/W Base Rent Lease
Expiration
Date
Extension Options Termination Option (Y/N)
Major Tenants                
Branch Banking & Trust A/NR/A3 44,153 9.5% $26.50 $1,170,055 11.6% 10/31/2024 2, 5-year N
Asset Risk Management NR/NR/NR 43,142 9.3% $32.75 $1,412,900 14.0% 3/31/2030 None N
RPS Group, Inc. NR/NR/NR 17,765 3.8% $29.50 $524,068 5.2% 6/30/2023 1, 5-year N
VLK Architects NR/NR/NR 14,339 3.1% $30.13 $432,034 4.3% 10/16/2026 1, 5-year N
Chasewood State Bank NR/NR/NR 11,839 2.6% $24.60 $291,239 2.9% 1/31/2023 1, 10-year N
Total Major Tenants 131,238 28.3% $29.19 $3,830,296 37.9%      
                 
Non-Major Tenants(3) 217,937 47.0% $28.77 $6,270,749 62.1%      
                 
Occupied Collateral Total 349,175 75.3% $28.93 $10,101,044 100.0%      
                 
Vacant Space 114,794 24.7%            
                 
Collateral Total 463,969 100.0%            
                   
                     
(1)Information is based on the underwritten rent roll as of June 20, 2020.

(2)Certain ratings are those of the parent company whether or not the parent company guarantees the lease.

(3)Non-Major Tenants include non-revenue generating space for the tenant lounge/gym/conference center.

 

 

The following table presents certain information relating to the lease rollover schedule at the Chasewood Technology Park Property:

 

Lease Expiration Schedule(1)

 

Year Ending
 December 31,
No. of Leases Expiring(2) Expiring NRSF % of Total NRSF Cumulative Expiring NRSF Cumulative % of Total NRSF Annual
 U/W
Base Rent
% of Total Annual U/W Base Rent Annual
 U/W
Base Rent
 PSF
MTM 0 0 0.0% 0 0.0% $0 0.0% $0.00
2020 1 2,907 0.6% 2,907 .6% $87,210 0.9% $30.00
2021 11 30,183 6.5% 33,090 7.1% $917,365 9.1% $30.39
2022 7 16,237 3.5% 49,327 10.6% $469,490 4.6% $28.91
2023 15 80,139 17.3% 129,466 27.9% $2,285,912 22.6% $28.52
2024 12 102,275 22.0% 231,741 49.9% $2,980,986 29.5% $29.15
2025 5 23,395 5.0% 255,136 55.0% $686,815 6.8% $29.36
2026 3 29,203 6.3% 284,339 61.3% $855,409 8.5% $29.29
2027 1 10,324 2.2% 294,663 63.5% $283,910 2.8% $27.50
2028 0 0 0.0% 294,663 63.5% $0 0.0% $0.00
2029 0 0 0.0% 294,663 63.5% $0 0.0% $0.00
2030 2 47,436 10.2% 342,099 73.7% $1,533,948 15.2% $32.34
Thereafter(3) 1 7,076 1.5% 349,175 75.3% $0 0.0% $0.00
Vacant 0 114,794 24.7% 463,969 100.0% $0 0.0% $0.00
   Total(4) 58 463,969 100.0%     $10,101,044 100.0% $28.93
(1)Information is based on the underwritten rent roll as of June 20, 2020.
(2)Certain tenants may have more than one lease and lease termination options that are exercisable prior to the stated expiration date of the subject lease or leases that are not considered in the lease rollover schedule.
(3)Thereafter includes non-revenue generated space for the tenant lounge/gym/conference center.
(4)Total Annual U/W Base Rent PSF excludes vacant space.

 

The following table presents historical occupancy percentages at the Chasewood Technology Park Property:

 

Historical Occupancy

 

2016(1)

2017(1)

2018(1)

2019(1)

6/20/2020(2)(3)

84.3% 89.2% 89.5% 91.8% 75.3%
(1)Information obtained from the borrower sponsor.
(2)Information based on the underwritten rent roll.
(3)6/20/2020 Occupancy decreased from 2019 due to seven tenants (56,180 SF) vacating the Chasewood Technology Park Property.

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

 

T-104 

 

 

Office – Suburban Loan #10 Cut-off Date Balance:   $30,000,000
20329, 20333, 20405, and Chasewood Technology Park Cut-off Date LTV:   65.3%
20445 State Highway 249   UW NCF DSCR:   1.73x
Houston, TX 77070   UW NOI Debt Yield:   11.5%

 

Operating History and Underwritten Net Cash Flow. The following table presents certain information relating to the historical operating performance and underwritten net cash flow at the Chasewood Technology Park Property:

 

Cash Flow Analysis

 

  2016 2017 2018 2019 U/W(1) %(2) U/W $ per SF
Base Rent $9,769,164 $9,220,272 $9,453,417 $9,576,006 $10,205,303 69.1%  $22.00
Grossed Up Vacant Space  0  0  0  0 3,093,087 20.9 6.67
Rent Steps & SL Rent

0

0

0

0

428,032

2.9

0.92

Gross Potential Rent $9,769,164 $9,220,272 $9,453,417 $9,576,006 $13,726,422 92.9% $29.58
Reimbursements  820,062  577,306  664,047  553,237 352,915 2.4 .76
Other Income

1,013,678

937,336

761,593

791,106

689,909

4.7

1.49

Net Rental Income  11,602,904  10,734,914  10,879,058  10,920,349 14,769,247 100.0% $31.83
Vacancy

0

0

0

0

(3,625,379)

(26.4)

(7.81)

Effective Gross Income $11,602,904 $10,734,914 $10,879,058  $10,920,349 $11,143,868 75.5% $24.02
               
Real Estate Taxes $ 1,978,989 $ 1,905,650  $1,699,903 $ 1,498,701 $2,017,480 18.1% 4.35
Insurance  189,468  288,224  384,644  482,197 393,553 3.5 0.85
Management Fee  200,322  191,317  181,176  189,730 334,316 3.0 .72
Other Operating Expenses

2,699,163

3,031,265

3,110,293

2,784,845

3,130,887

28.1

6.75

Total Operating Expense  $5,067,942  $5,416,456  $5,376,016  $4,955,473 $5,876,236 52.7% $12.67
               
Net Operating Income(3) $6,534,962 $5,318,458  $5,503,042  $5,964,876 $5,267,633 47.3% $11.35
Replacement Reserves  0  0  0  0 92,794 0.8  0.20
TI/LC  0  0  0  0 665,549 6.0 1.43
Net Cash Flow $6,534,962 $5,318,458  $5,503,042  $5,964,876 $4,509,290 40.5%  $9.72
               
NOI DSCR(4) 2.51x 2.04x 2.11x 2.29x 2.02x    
NCF DSCR(4) 2.51x 2.04x 2.11x 2.29x 1.73x    
NOI Debt Yield(4) 14.2% 11.6% 12.0% 13.0% 11.5%    
NCF Debt Yield(4) 14.2% 11.6% 12.0% 13.0% 9.8%    
(1)For the avoidance of doubt, no COVID specific adjustments have been made to the lender U/W.

(2)Represents (i) percent of Net Rental Income for all revenue fields, (ii) percent of Gross Potential Rent for Vacancy, and (iii) percent of Effective Gross Income for all other fields.

(3)The decrease between Annualized 7/31/2020 Net Operating Income and U /W Net Operating Income is mainly due to a number of tenants vacating in 2019 and an increase in expenses.

(4)The debt service coverage ratios and debt yields shown are based on the Chasewood Technology Park Whole Loan.

 

Appraisal. The appraiser concluded to an “as-is” value as of July 21, 2020 of $70,433,459.

 

Environmental Matters. According to the Phase I environmental site assessment dated February 18, 2020, there was no evidence of any recognized environmental conditions at the Chasewood Technology Park Property.

 

COVID-19 Update. The Chasewood Technology Park Mortgage Loan was originated on August 28, 2020 and the first payment date is October 1, 2020. As of September 1, 2020 the Chasewood Technology Park Mortgage Loan was not subject to any forbearance, modification or debt service relief request. As of September 1, 2020, the borrower has reported that the Chasewood Technology Park Property is open and operating with 90.1% of tenants by occupied NRA and 87.7% of tenants by underwritten base rent having paid their full August 2020 rent payments. One tenant, Scardello & Associates (0.5% of NRA) requested and received rent relief of approximately 50% rent from May through August 2020. In exchange, the tenant extended its lease one month.

 

Market Overview and Competition. The Chasewood Technology Park Property is located in Houston, Texas, within the Houston – TX office market and FM 1960/Hwy 249 submarket. Major developments in the immediate area include Willowbrook Mall and Vintage Park. According to the appraisal, Willowbrook Mall is a 1,449,632 square foot mall which has approximately 19 million shoppers per year. National tenants at the Willowbrook Mall include Macy’s, Dillard’s, Dick’s Sporting Goods and Nordstrom Rack. Vintage Park, located directly across the highway, is an upscale mixed-use development that includes 537,000 square feet of retail and office space, over 1,600 residences, a Westin hotel, and the St. Luke's and Kelsey Seybold medical campus. Primary access to the Chasewood Technology Park Property is provided by State Highway 249, the Sam Houston Parkway and the Grand Parkway. The Chasewood Technology Park Property is approximately a 15 minute drive to the George Bush Intercontinental Airport and a 35 minute drive to the Houston Central Business District. According to a third-party market research report, as of the second quarter of 2020, the vacancy rate in the Houston – TX office market was approximately 17.7%, with average asking rent of $28.22 per square foot and inventory of approximately 335 million square feet. According to a third-party market research report, as of the second quarter of 2020 the vacancy rate in the FM 1960/Hwy 249 submarket was approximately 16.7%, with average asking rent of $25.21 per square foot and

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

 

T-105 

 

 

Office – Suburban Loan #10 Cut-off Date Balance:   $30,000,000
20329, 20333, 20405, and Chasewood Technology Park Cut-off Date LTV:   65.3%
20445 State Highway 249   UW NCF DSCR:   1.73x
Houston, TX 77070   UW NOI Debt Yield:   11.5%

 

inventory of approximately 9.7 million square feet. According to the appraisal, the 2020 population within a one-, three- and five-mile radius of the Chasewood Technology Park Property was 7,024, 106,366 and 273,393, respectively. The 2020 average household income within a one-, three- and five-mile radius was $104,174, $109,985 and $110,971, respectively.

 

The following table presents certain information relating to the appraisal’s market rent conclusion for the Chasewood Technology Park Property:

 

Market Rent Summary

 

  One Chasewood Two Chasewood

Three

Chasewood

Four

Chasewood

Escalations 3.0% 3.0% 3.0% 3.0%
Leasing Commissions (Renewals) 3.0% 3.0% 3.0% 3.0%
Leasing Commissions (New Tenants) 6.0% 6.0% 6.0% 6.0%
Concessions (New Tenants) 3 months 3 months 3 months 3 months
Tenant Improvements (Renewals) $10.00 $10.00 $10.00 $10.00
Average Lease Term 5 years 5 years 5 years 5 years
Tenant Improvements (New Tenants) $25.00 $25.00 $25.00 $25.00
Market Rent ($/SF/Yr.) $30.00 $30.00 $34.00 $34.00
Net Rentable Area (SF) 107,968 153,226 97,552 105,223
Reimbursements Base Year Base Year Base Year Base Year

Source: Appraisal.

 

The following table presents comparable office leases with respect to the Chasewood Technology Park Property:

 

Comparable Office Lease Summary

 

Property/Location NRA (SF) Tenant Name Size (SF)

Term

(Mo.)

Start Date Reimbs.

Annual

Base

Rate PSF(1)

Chasewood Crossing I & II

19450 - 19500 State Highway 249

Houston, TX 77070

312,000

AFGlobal

Crescent Pass Energy

Hartford Fire Insurance

7,542

1,223

13,074

64

30

65

May 2020

Mar 2020

Apr 2019

NNN

NNN

NNN

$17.50

$17.00

$19.75

10720 W Sam Houston Parkway N Houston, TX 77064 206,808 Asurion 129,966 NAP Feb 2019 NNN $17.50

Remington Square

10603 - 10713 West Sam Houston Parkway North

Houston, TX 77064

396,982 Acclara 96,821 36 Sep 2018 NNN $21.50

The Centre at Cypress Creek

20500 SH 249

Houston, TX 77070

229,326

Spirit Environmental

Seagate

Independence Contract Drilling

8,915

5,436

19,831

36

12

66 

Nov 2020

Jan 2020

Aug 2018

NNN

NAP

NNN

$16.00

$16.50

$16.50

Source: Appraisal.

(1)The Annual Base Rent PSF shown are the quoted rental rate per square foot with a NNN expense structure, provided by the comparable building. In determining the market rent set forth in the Market Rent Summary above, the appraiser made an upward adjustment to the comparable rents for expense structure to conclude a base year equivalent rent.

 

Escrows.

 

Deferred Maintenance – The Chasewood Technology Park Whole Loan documents provide for an upfront reserve of approximately $3,813 for required repairs, including damaged concrete repairs and converting 3 standard parking spaces into van-accessible spaces.

 

Real Estate Taxes – The Chasewood Technology Park Whole Loan documents provide for an upfront reserve of approximately $1,513,116 for real estate taxes and ongoing monthly deposits into a reserve for real estate taxes in an amount equal to 1/12th of the real estate taxes that the lender estimates will be payable during the next twelve months for the Chasewood Technology Park Property (initially, $168,124).

 

Insurance – The Chasewood Technology Park Whole Loan documents provide for an upfront reserve of approximately $33,778 for insurance premiums and ongoing monthly deposits into a reserve for insurance premiums in an amount equal to 1/12th of the insurance premiums that the lender estimates will be payable for the renewal of coverage upon the expiration of the insurance policies (initially, $33,778); provided that such monthly deposits are not required so long as (i) no event of default has occurred and is continuing, (ii) the liability and casualty insurance coverage for the Chasewood Technology Park Property is included in a blanket policy approved by the lender in its reasonable discretion, and (iii) the Chasewood Technology Park Borrower provides the lender with evidence of payment

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

 

T-106 

 

 

Office – Suburban Loan #10 Cut-off Date Balance:   $30,000,000
20329, 20333, 20405, and Chasewood Technology Park Cut-off Date LTV:   65.3%
20445 State Highway 249   UW NCF DSCR:   1.73x
Houston, TX 77070   UW NOI Debt Yield:   11.5%

 

of the insurance premiums no later than ten days prior to the expiration of the current policy and evidence of renewal of the policy prior to such expiration.

 

Rent Concession Funds – The Chasewood Technology Park Whole Loan documents provide for an upfront reserve of approximately $92,756 for tenants with outstanding rent credits, concessions and/or abatements at the Chasewood Technology Park Property.

 

Replacement Reserve – The Chasewood Technology Park Whole Loan documents provide for monthly deposits of approximately $9,666 into a reserve for approved capital expenditures.

 

TI/LC Reserve – The Chasewood Technology Park Whole Loan documents provide for an upfront reserve of $1,000,000 for future tenant improvements and leasing commissions and ongoing monthly deposits of approximately $67,662 into a reserve for future tenant improvements and leasing commissions; provided that, so long as no event of default is continuing under the Chasewood Technology Park Whole Loan, such monthly deposits are not required so long as the amount then on deposit in such reserve equals or exceeds approximately $4,059,729 (inclusive of the upfront reserve).

 

Outstanding TI/LC Funds – The Chasewood Technology Park Whole Loan documents provide for an upfront reserve of approximately $455,829 for outstanding tenant improvements and leasing commissions.

 

Lockbox and Cash Management. The Chasewood Technology Park Whole Loan is structured with a springing lockbox and springing cash management. Upon the first occurrence of a Cash Sweep Event Period (as defined below), the Chasewood Technology Park Borrower is required to establish and maintain a lockbox account for the benefit of the lender, to direct all tenants of the Chasewood Technology Park Property to deposit all rents directly into the lockbox account, and to deposit any funds received by the Chasewood Technology Park Borrower and manager, notwithstanding such direction, into the lockbox account within two business days of receipt. Upon the first occurrence of a Cash Sweep Event Period, the lender is required to establish, and the Chasewood Technology Park Borrower is required to cooperate with the cash management bank to establish, a lender-controlled cash management account, into which all funds in the lockbox account will be required to be deposited, so long as the Cash Sweep Event Period is continuing. During the continuance of a Cash Sweep Event Period, provided no event of default under the Chasewood Technology Park Whole Loan documents is continuing, all funds in the cash management account are required to be applied on each monthly payment date: (i) to make the monthly deposits into the real estate tax and insurance reserves as described above under “Escrows,” (ii) to pay debt service on the Chasewood Technology Park Whole Loan, (iii) to make the monthly deposit into the Replacement Reserve and the TI/LC Reserve as described above under “Escrows,” (iv) to pay operating expenses set forth in the annual budget (which is required to be reasonably approved by the lender) and lender-approved extraordinary expenses, and (v) to deposit any remainder into an excess cash flow reserve to be held as additional security for the Chasewood Technology Park Whole Loan during the continuance of such Cash Sweep Event Period. If no Cash Sweep Event Period is continuing, all funds in the excess cash flow subaccount are required to be disbursed to the Chasewood Technology Park Borrower.

 

“Cash Sweep Event Period” means a period:

(i)Commencing upon an event of default under the Chasewood Technology Park Whole Loan documents and ending if no event of default exists; or
(ii)Commencing upon the debt service coverage ratio on the Chasewood Technology Park Whole Loan falling below 1.40x at the end of any calendar quarter (based on the trailing 12 months of operating statements and assuming a 30-year amortization schedule), and ending on the date the debt service coverage ratio equals or exceeds 1.40x for the immediately preceding two consecutive calendar quarters.

 

Property Management. The Chasewood Technology Park Property is managed by KPM Commercial, LLC, an affiliate of the Chasewood Technology Park Borrower.

 

Partial Release. Not permitted.

 

Real Estate Substitution. Not permitted.

 

Subordinate and Mezzanine Indebtedness. None.

 

Letter of Credit. None

 

Right of First Offer / Right of First Refusal. None

 

Ground Lease. None

 

Terrorism Insurance. The Chasewood Technology Park Borrower is required to obtain and maintain an “all risk” property insurance policy that covers perils of terrorism and acts of terrorism in an amount equal to the “full replacement cost” of the Chasewood Technology Park Property together with business income insurance covering not less than the 24-month period commencing at the

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

 

T-107 

 

 

Office – Suburban Loan #10 Cut-off Date Balance:   $30,000,000
20329, 20333, 20405, and Chasewood Technology Park Cut-off Date LTV:   65.3%
20445 State Highway 249   UW NCF DSCR:   1.73x
Houston, TX 77070   UW NOI Debt Yield:   11.5%

 

time of loss, together with an extended period of indemnity endorsement of up to twelve months. Notwithstanding the foregoing, for so long as the Terrorism Risk Insurance Act of 2002, as extended and modified by the Terrorism Risk Insurance Program Reauthorization Act of 2015 (“TRIPRA”) is in effect (including any extensions thereof or if another federal governmental program is in effect relating to “acts of terrorism” which provides substantially similar protections as TRIPRA), the lender is required to accept terrorism insurance which covers against “covered acts” as defined by TRIPRA (or such other program) as full compliance with the loan documents, but only in the event that TRIPRA (or such other program) continues to cover both domestic and foreign acts of terrorism. See “Risk Factors—Risks Relating to the Mortgage Loans—Terrorism Insurance May Not Be Available for All Mortgaged Properties” in the Preliminary Prospectus.

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

 

T-108 

 

 

BANK 2020-BNK28 Transaction Contact Information

 

VI.          Transaction Contact Information

 

Questions regarding this Structural and Collateral Term Sheet may be directed to any of the following individuals:

 

Wells Fargo Securities, LLC  
   
Brigid Mattingly Tel. (312) 269-3062
   
A.J. Sfarra Tel. (212) 214-5613
   
Alex Wong Tel. (212) 214-5615

 

BofA Securities, Inc.  
   
Leland F. Bunch, III Tel. (646) 855-3953
   
Danielle Caldwell Tel. (646) 855-3421

 

Morgan Stanley & Co.  
   
Nishant Kapur Tel. (212) 761-1483
   
Jane Lam Tel. (212) 296-8567
   
Brandon Atkins Tel. (212) 761-4846

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

 

T-109