FWP 1 n1048_x2.htm FREE WRITING PROSPECTUS

    FREE WRITING PROSPECTUS
    FILED PURSUANT TO RULE 433
    REGISTRATION FILE NO.: 333-206677-19
     

 

 

 

Free Writing Prospectus

Collateral Term Sheet

 

$708,946,524

(Approximate Aggregate Cut-off Date Balance of Mortgage Pool)

 

Wells Fargo Commercial Mortgage Trust 2017-C40

as Issuing Entity

 

Wells Fargo Commercial Mortgage Securities, Inc. 

as Depositor

 

Wells Fargo Bank, National Association 

Barclays Bank PLC

Rialto Mortgage Finance, LLC 

C-III Commercial Mortgage LLC

 

as Sponsors and Mortgage Loan Sellers

 

 

Commercial Mortgage Pass-Through Certificates
Series 2017-C40

 

 

September 21, 2017

 

WELLS FARGO SECURITIES

 

 Co-Lead Manager and

 Joint Bookrunner

 

BARCLAYS

 

Co-Lead Manager and

Joint Bookrunner

     
 

Academy Securities

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. 333-206677) 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herein is preliminary as of the date hereof, supersedes any such information previously delivered to you and will be superseded by any such information subsequently delivered and ultimately by the final prospectus relating to the securities.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 Directive 2003/71/EC (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, Barclays Capital Inc., Academy Securities, Inc., 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.

 

  2 

 

  

Wells Fargo Commercial Mortgage Trust 2017-C40 Certain Loan Information

 

A.            Summary of the Whole Loans

 

Property Name Mortgage Loan Seller Note(s) Original Balance Holder of Note(1) Lead Servicer for Whole Loan Master Servicer Under Lead Securitization Servicing Agreement Special Servicer Under Lead Securitization Servicing Agreement
225 & 233 Park Avenue South Barclays A-1 $70,000,000 WFCM 2017-C39 Yes Wells Fargo Bank, National Association LNR Partners, LLC
A-2 $60,000,000 CGCMT 2017-P8(2) No
A-3 $60,000,000 WFCM 2017-C40 No
A-4 $45,000,000 WFCM 2017-C38 No
Mall of Louisiana Barclays A-1 $65,000,000 BANK 2017-BNK7(3) Yes Wells Fargo Bank, National Association Rialto Capital
Advisors, LLC
A-2 $44,000,000 Bank of America, N.A. No
A-3-1, A-5-2 $47,000,000 CGCMT 2017-P8(2) No
A-3-2 $28,000,000 Citi Real Estate Funding Inc. No
A-4 $50,000,000 COMM 2017-COR2(4) No
A-5-1 $41,000,000 Barclays No
A-6, A-7 $50,000,000 WFCM 2017-C40 No
Pleasant Prairie Premium Outlets WFB A-1 $34,000,000 CGCMT 2017-P8(2) Yes Wells Fargo Bank, National Association(2) KeyBank National Association(2)
A-2 $41,000,000 Citi Real Estate Funding Inc. No
A-3 $45,000,000 WFB No
A-4 $25,000,000 WFCM 2017-C40 No
Del Amo Fashion Center Barclays A-1-1, A-2-1, A-3-1,
A-4-1, B-1-1, B-2-1,
B-3-1, B-4-1
$59,300,000(5) DAFC 2017-AMO Yes KeyBank National
Association
Cohen Financial, a Division of SunTrust Bank
A-1-2, A-4-2,
B-1-2, B-4-2
$90,000,000 BANK 2017-BNK5 No
A-1-3, A-4-4, B-1-3,
B-1-4, B-4-4
$59,543,000 BANK 2017-BNK6 No
A-1-4 $20,457,000 CGCMT 2017-B1 No
A-2-2-A, B-2-2-A $30,000,000 WFCM 2017-C39 No
A-2-2-B, B-2-2-B $15,000,000 Barclays No
A-2-4, B-2-4 $25,000,000 WFCM 2017-C40 No
A-2-3, A-4-3,
B-2-3, B-4-3
$60,000,000 WFCM 2017-C38 No
A-3-2, B-3-2 $50,000,000 UBS 2017-C3 No
A-3-3, B-3-3 $45,000,000 UBS 2017-C2 No
A-3-4, B-3-4 $5,000,000 UBS 2017-C4(6) No

 

 

  3 

 

 

Wells Fargo Commercial Mortgage Trust 2017-C40 Certain Loan Information

 

Property Name Mortgage Loan Seller Note(s) Original Balance Holder of Note(1) Lead Servicer for Whole Loan Master Servicer Under Lead Securitization Servicing Agreement Special Servicer Under Lead Securitization Servicing Agreement
iStar Leased Fee Portfolio Barclays A-1-1 $55,000,000 MSC 2017-H1 Yes Midland Loan Services, a Division of PNC Bank, National Association LNR Partners, LLC
A-1-2 $40,600,000 WFCM 2017-C38 No
A-1-3-1 $20,600,000 WFCM 2017-C39 No
A-1-3-2 $20,000,000 WFCM 2017-C40 No
A-2 $45,400,000 DBJPM 2017-C6 No
A-3 $45,400,000 BANK 2017-BNK5 No
Hilton Garden Inn Chicago/North Loop WFB A-1 $20,000,000 WFCM 2017-C40 Yes Wells Fargo Bank, National Association C-III Asset
Management LLC
A-2 $14,000,000 WFCM 2017-C39 No
Magnolia Hotel Denver RMF A-1, A-2 $40,000,000 MSC 2017-H1 Yes Midland Loan Services, a Division of PNC Bank, National Association LNR Partners, LLC
A-3 $14,000,000 WFCM 2017-C40 No
Starwood Capital Group Hotel Portfolio Barclays A-1, A-7 $80,000,000 DBJPM 2017-C6 Yes Midland Loan Services, a Division of PNC Bank, National Association Midland Loan Services, a Division of PNC Bank, National Association
A-2-1, A-16-1 $60,000,000 JPMCC 2017-JP7 No
A-2-2, A-9, A-14 $46,817,500 JPMorgan Chase Bank, N.A. No
A-3 $72,500,000 BANK 2017-BNK5 No
A-4 $59,317,500 BANK 2017-BNK6 No
A-5 $50,000,000 WFCM 2017-C38 No
A-6-1 $40,000,000 WFCM 2017-C39 No
A-6-2 $10,000,000 WFCM 2017-C40 No
A-8, A-10 $40,000,000 CD 2017-CD5 No
A-11,
A-12, A-13-2
$37,500,000 UBS 2017-C2 No
A-13-1 $14,317,500 Deutsche Bank AG,
New York Branch
No
A-15 $25,000,000 Starwood Mortgage Funding II LLC No
A-16-2, A-17 $41,817,500 CGCMT 2017-P8(2) No
Atrisco Plaza Shopping Center RMF A-1 $14,750,000 RMF Yes(7) Wells Fargo Bank,
National Association(6)
C-III Asset
Management LLC(6)
A-2 $5,000,000 WFCM 2017-C40 No

  

(1)Unless otherwise indicated, each note not currently held by a securitization trust is expected to be contributed to a future securitization. No assurance can be provided that any such note will not be split further.

 

(2)The CGCMT 2017-P8 transaction is expected to close on September 29, 2017.

 

(3)The BANK 2017-BNK7 transaction is expected to close on September 28, 2017.

 

(4)The COMM 2017-COR2 transaction is expected to close on September 28, 2017.

 

(5)The related whole loan also includes certain related junior notes, which have been contributed to the related standalone securitization listed under the “Holder of Note” column. Such related junior notes are not reflected in the “Note(s)” column.

 

(6)The UBS 2017-C4 transaction is expected to close on October 18, 2017.

 

(7)The related whole loan is expected to initially be serviced under the WFCM 2017-C40 pooling and servicing agreement until the securitization of the related “lead” pari passu note (namely, the related pari passu note marked “Yes” in the column entitled “Lead Servicer for Whole Loan”), after which the related whole loan will be serviced under the pooling and servicing agreement governing such securitization of the related “lead” pari passu note. The master servicer and special servicer for such securitization will be identified in a notice, report or statement to holders of the WFCM 2017-C40 certificates after the closing of such securitization.

 

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.

 

  4 

 

 

Wells Fargo Commercial Mortgage Trust 2017-C40 Certain Loan Information

 

B.           Large Loan Summaries

  

 

  5 

 

 

 No. 1 – 225 & 233 Park Avenue South
 
Loan Information   Property Information
Mortgage Loan Seller: Barclays Bank PLC   Single Asset/Portfolio: Single Asset
Credit Assessment
(Fitch/KBRA/Moody’s):
BBB-/A/NR   Property Type: Office
Original Principal Balance(1): $60,000,000   Specific Property Type: CBD
Cut-off Date Balance(1): $60,000,000   Location: New York, NY
% of Initial Pool Balance: 8.5%   Size: 675,756 SF
Loan Purpose: Refinance   Cut-off Date Balance Per SF(1): $347.76
Borrower Name: 225 Fourth LLC   Year Built/Renovated: 1909/2017
Borrower Sponsor: Orda Management Corporation   Title Vesting: Fee
Mortgage Rate: 3.6514%   Property Manager: Self-Managed
Note Date: May 31, 2017   4th Most Recent Occupancy (As of)(5): 100.0% (12/31/2013)
Anticipated Repayment Date: NAP   3rd Most Recent Occupancy (As of)(5): 95.8% (12/31/2014)
Maturity Date: June 6, 2027   2nd Most Recent Occupancy (As of)(5): 49.2% (12/31/2015)
IO Period: 120 months   Most Recent Occupancy (As of)(5): 96.6% (12/31/2016)
Loan Term (Original): 120 months   Current Occupancy (As of)(5)(6)(7): 97.9% (5/24/2017)
Seasoning: 4 months    
Amortization Term (Original): NAP   Underwriting and Financial Information:
Loan Amortization Type: Interest-only, Balloon   4th Most Recent NOI (As of)(8): $21,053,461 (12/31/2014)
Interest Accrual Method: Actual/360   3rd Most Recent NOI (As of)(8): $22,749,971 (12/31/2015)
Call Protection(2): L(28),D(87),O(5)   2nd Most Recent NOI (As of)(8): $16,244,360 (12/31/2016)
Lockbox Type: Hard/Springing Cash Management   Most Recent NOI (As of)(8): $15,248,156 (TTM 3/31/2017)
Additional Debt(1): Yes      
Additional Debt Type(1)(3): Pari Passu; Mezzanine; Future Mezzanine    
      U/W Revenues: $48,106,942
      U/W Expenses: $18,601,103
      U/W NOI(8): $29,505,839
Escrows and Reserves(4):     U/W NCF: $28,439,583
      U/W NOI DSCR(1)(7): 3.39x
Type: Initial Monthly Cap (If Any)   U/W NCF DSCR(1)(7): 3.27x
Taxes $0 Springing NAP   U/W NOI Debt Yield(1)(7): 12.6%
Insurance $0 Springing NAP   U/W NCF Debt Yield(1)(7): 12.1%
Replacement Reserves $0 Springing NAP   As-Is Appraised Value(9): $750,000,000
TI/LC Reserve $8,106,455 Springing NAP   As-Is Appraisal Valuation Date: April 1, 2017
Remaining Capital Expenditures $11,529,288 $0 NAP   Cut-off Date LTV Ratio(1)(9): 31.3%
Free Rent Reserve $14,864,252 $0 NAP   LTV Ratio at Maturity or ARD(1)(9): 31.3%
Buzzfeed Rollover Reserve $0 Springing $13,000,000      
             
                 
(1)See “The Mortgage Loan” section. All statistical information related to balances per square foot, loan-to-value ratios, debt service coverage ratios and debt yields are based on the 225 & 233 Park Avenue South Whole Loan (as defined below). The Cut-off Date LTV Ratio, U/W NCF DSCR and U/W NOI Debt Yield based on the 225 & 233 Park Avenue South Total Debt (as defined below), including the 225 & 233 Park Avenue South Mezzanine Loan (as defined below), are 57.3%, 1.59x and 6.9%, respectively.

(2)The lockout period will be at least 28 payments, beginning with and including the first payment date of July 6, 2017. Defeasance of the 225 & 233 Park Avenue South Mortgage Loan is permitted at any time after the earlier to occur of (i) May 31, 2020 or (ii) two years after the closing date of the securitization that includes the last note to be securitized.

(3)See “Subordinate and Mezzanine Indebtedness” section.

(4)See “Escrows” section.

(5)See “Historical Occupancy” section.

(6)Current Occupancy includes the Facebook Expansion Space (as defined below) and Facebook’s 8th floor space (40,397 square feet), which have lease commencement dates of July 1, 2018 and June 1, 2017, respectively. The tenant is currently building out both spaces. The tenant expects to take occupancy of the 8th floor space in November 2017. All free rent amounts attributable to both spaces were deposited into escrow by the borrower on the origination date.

(7)In September 2017, the borrower indicated that two tenants, Florian Café and Ainsworth, comprising in the aggregate, 2.8% of the net rentable area and 2.6% of the underwritten rent, have vacated their respective spaces. Excluding these two tenants, the U/W NOI DSCR, U/W NCF DSCR, U/W NOI Debt Yield and U/W NCF Debt Yield is 3.29x, 3.17x, 12.2% and 11.7%, respectively. Per the borrower, it is in negotiations with two restaurant tenants for the available space, with one of the spaces expected to be signed at a similar rental rate and the other expected to be signed at a higher rental rate.

(8)See “Cash Flow Analysis” section.

(9)See “Appraisal” section. The As-Is Appraised Value reflects the “As-is assuming holdbacks” value for the 225 & 233 Park Avenue South Property (as defined below) which assumes that all outstanding amounts for TI/LCs, free rent and capital expenditures are deposited into escrow on the origination date. The borrower deposited all such amounts into escrow on the origination date. The “As-is” appraised value is $720,000,000, which represents a Cut-off Date LTV Ratio and an LTV at Maturity or ARD for the 225 & 233 Park Avenue South Whole Loan and 225 & 233 Park Avenue South Total Debt of 32.6% and 59.7%, respectively.

 

The Mortgage Loan. The mortgage loan (the “225 & 233 Park Avenue South Mortgage Loan”) is part of a whole loan (the “225 & 233 Park Avenue South Whole Loan”) evidenced by four pari passu notes secured by a first mortgage encumbering the fee interest in two, contiguous office buildings located on Park Avenue South between East 18th and East 19th streets in Manhattan, New York (the “225 & 233 Park Avenue South Property”). The 225 & 233 Park Avenue South Whole Loan was originated on May 31, 2017 by Barclays Bank PLC. The 225 & 233 Park Avenue South Whole Loan had an original principal balance of $235,000,000, has an

 

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.

 

  6 

 

 

225 & 233 PARK AVENUE SOUTH

 

outstanding principal balance as of the Cut-off Date of $235,000,000 and accrues interest at an interest rate of 3.6514% per annum. The 225 & 233 Park Avenue South Whole Loan had an initial term of 120 months, has a remaining term of 116 months as of the Cut-off Date and requires payments of interest-only through the term of the 225 & 233 Park Avenue South Whole Loan. The 225 & 233 Park Avenue South Whole Loan matures on June 6, 2027.

 

Note A-3, which will be contributed to the WFCM 2017-C40 Trust, had an original principal balance of $60,000,000, has an outstanding principal balance as of the Cut-off Date of $60,000,000 and represents the non-controlling interest in the 225 & 233 Park Avenue South Whole Loan. The controlling Note A-1, had an original principal balance of $70,000,000, has an outstanding principal balance as of the Cut-off Date of $70,000,000 and was contributed to the WFCM 2017-C39 Trust. The non-controlling Note A-2, had an original principal balance of $60,000,000, has an outstanding principal balance as of the Cut-off Date of $60,000,000, is currently held by Barclays Bank PLC and is expected to be contributed to the CGCMT 2017-P8 Trust. The non-controlling Note A-4, had an original principal balance of $45,000,000, has an outstanding principal balance as of the Cut-off Date of $45,000,000 and was contributed to the WFCM 2017-C38 Trust. Each of the mortgage loans evidenced by Note A-1, A-2 and A-4 are referred to herein as the “225 & 233 Park Avenue South Companion Loans”. See “Description of the Mortgage Pool—The Whole Loans—The Serviced Whole Loans” and “Pooling and Servicing Agreement” in the Preliminary Prospectus.

 

Note Summary

 

Notes Original Balance   Note Holder Controlling Interest
A-1 $70,000,000   WFCM 2017-C39 Yes
A-2 $60,000,000   CGCMT 2017-P8 (expected) No
A-3 $60,000,000   WFCM 2017-C40 No
A-4 $45,000,000   WFCM 2017-C38 No
Total $235,000,000      

 

Following the lockout period, on any date before February 6, 2027 the borrower has the right to defease the 225 & 233 Park Avenue South Whole Loan in whole, but not in part. The lockout period will expire on the earlier to occur of (i) two years after the closing date of the securitization that includes the last note to be securitized or (ii) May 31, 2020. The 225 & 233 Park Avenue South Whole Loan is prepayable without penalty on or after February 6, 2027.

 

Sources and Uses

 

Sources         Uses      
Original whole loan amount $235,000,000   54.7%   Loan Payoff $226,370,056   52.6%
Mezzanine Loan 195,000,000   45.3   Return of equity 159,383,488   37.1
          Reserves 34,499,995   8.0
          Closing costs 9,746,461   2.3
                 
Total Sources $430,000,000   100.0%   Total Uses $430,000,000   100.0%

 

The Property. The 225 & 233 Park Avenue South Property comprises two contiguous Class A office buildings, totaling 675,756 square feet, located on Park Avenue South, between East 18th and East 19th Streets in Manhattan, New York. 225 Park Avenue South is a 19-story Class A office building with 503,104 square feet built in 1910. 233 Park Avenue South is a 13-story Class A office building built in 1909 with 172,652 square feet. The two buildings operate as a single property, as they are interconnected on each floor. The 225 & 233 Park Avenue South Property provides various amenities, including, but not limited to, exclusive outdoor spaces on the roof of each building, bike storage and separate entrances, one on Park Avenue South and one on East 18th Street. The 225 & 233 Park Avenue South Property is located one block north of Union Square and one block south of Gramercy Park. According to the appraisal, the 225 & 233 Park Avenue South Property is considered to be located in a trendy, upscale neighborhood with access to restaurants, nightclubs, galleries, theaters and universities. As of May 24, 2017, the 225 & 233 Park Avenue South Property was 97.9% leased to 10 tenants.

 

Prior to 2014, the 225 & 233 Park Avenue South Property was 100.0% occupied by the Port Authority of New York and New Jersey (the “Port Authority”), STV and a few other tenants. Once the Port Authority elected to leave the building in 2015, the borrower sponsor commenced an approximately $133 million capital improvement plan for the 225 & 233 Park Avenue South Property. Of the $133 million, approximately $113.6 million had been spent as of the origination date on various hard and soft improvements and tenant improvements and leasing costs for Facebook, Buzzfeed, T. Rowe Price and the new ground floor restaurant. The remaining $19.6 million was deposited into escrow by the borrower on the origination date. The outstanding hard and soft improvements include upgrading the elevators, building out the 19th floor garden courtyard/rooftop and finishing the build-out of the ground floor retail.

 

The 225 & 233 Park Avenue South Property’s largest tenant is Facebook, a technology company whose platforms allow users to communicate with family, friends and coworkers. Facebook utilizes the 225 & 233 Park Avenue South Property as its marketing headquarters and leases 39.4% of net rentable area through October 2027. Facebook has been a tenant at the 225 & 233 Park Avenue South Property since October 2016 and has invested approximately $60 million in excess of its initial tenant improvement allowance into its respective space. The build-out includes a sit-down restaurant and garden courtyard/rooftop on the 19th floor, a contiguous staircase between the 8th, 9th and 10th floors and interior design by Frank Gehry. On May 26, 2017, Facebook exercised an expansion option to lease a portion of the 6th floor and the entire 7th floor, an increase of 67,011 square feet. The tenant is currently engaged in the build-out of the expansion space and is expected to take occupancy in July 2018. As of December 31, 2016, Facebook had approximately 1.23 billion daily active users.

 

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.

 

  7 

 

 

225 & 233 PARK AVENUE SOUTH

 

The second largest tenant, Buzzfeed, leases 28.7% of net rentable area through May 2026 (see “Escrows” below). Buzzfeed is an independent digital media company delivering news and entertainment to millions of users globally. Buzzfeed, who has its headquarters at 225 & 233 Park Avenue South, has been a tenant at the 225 & 233 Park Avenue South Property since June 2015 and has spent approximately $23.9 million in excess of its initial tenant improvement allowance into its space. Buzzfeed has its own separate building entrance on East 18th street and has a garden courtyard/rooftop on the 13th floor (the top floor of the 233 Park Avenue South Property). As of November 2016, Buzzfeed raised approximately $200 million from NBCUniversal, increasing the company’s investment in Buzzfeed to approximately $400 million. Based on the terms of the NBCUniversal investment, Buzzfeed would be valued at approximately $1.7 billion.

 

The third largest tenant is STV, a firm offering engineering, architectural, planning, environmental and construction management services. STV leases 19.7% of net rentable area through May 2024, has been a tenant at the 225 & 233 Park Avenue South Property since 1983 and recently expanded into a portion of the fourth floor totaling 13,053 square feet.

 

The following table presents certain information relating to the tenancy at the 225 & 233 Park Avenue South Property:

 

Major Tenants

 

Tenant Name

Credit Rating (Fitch/Moody’s

/S&P)(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
               
Major Tenants              
Facebook(2)(3) NR/NR/NR 266,460 39.4% $79.36 $21,146,899 45.1% 10/31/2027(4)(5)
Buzzfeed(6)(7) NR/NR/NR 194,123 28.7% $76.28 $14,808,325 31.6% 5/31/2026
STV NR/NR/NR 133,200 19.7% $45.33 $6,037,948 12.9% 5/31/2024(8)
233 PAS Restaurant Co.(9) NR/NR/NR 10,961 1.6% $100.36 $1,100,000 2.3% 4/30/2032(10)
T. Rowe Price(11) NR/NR/NR 13,450 2.0% $78.00 $1,049,100 2.2% 3/31/2028(12)
Total Major Tenants 618,194 91.5% $71.41 $44,142,272 94.2%  
               
Non-Major Tenants   43,088 6.4% $63.64 $2,742,314 5.8%  
               
Occupied Collateral Total 661,282 97.9% $70.90 $46,884,586 100.0%  
               
Vacant Space   14,474 2.1%        
               
Collateral Total 675,756 100.0%        
               

 

(1)Certain ratings are those of the parent company whether or not the parent guarantees the lease.

(2)Facebook recently exercised its expansion option at the 225 & 233 Park Avenue South Property for a portion of the 6th floor and the entire 7th floor totaling 67,011 square feet (the “Facebook Expansion Space”).

(3)Facebook is entitled to 19 months of free rent through December 2018 for the Facebook Expansion Space (9.9% of net rentable area), 12 months of free rent through May 2018 for the 8th floor, totaling 40,397 square feet (6.0% of net rentable area) and five months of free rent through October 2017 for the 18th and 19th floors, totaling 48,740 square feet (7.2% of net rentable area). Such free rent amount was deposited into escrow by the borrower on the origination date.

(4)Facebook has one five-year lease renewal option on the (i) 8th, 9th, 10th, 17th, 18th and 19th floors, (ii) 9th and 10th floors, (iii) 17th, 18th and 19th floors or (iv) 9th, 10th, 17th, 18th and 19th floors.

(5)Facebook has a one-time right to terminate its lease effective March 31, 2024 by providing 18 months’ written notice and delivering a termination payment of $32,991,937. However, the termination payment will be increased by seven months of fixed rent with respect to the Facebook Expansion Space and the unamortized value of the transaction costs with respect to the Facebook Expansion Space amortized at a 6% interest rate over the term of the Facebook Expansion Space.

(6)Buzzfeed currently subleases the entire 11th floor of the 225 building (26,921 square feet) to Teacher Synergy, LLC, through June 30, 2019. The sublease will automatically renew on a month-to-month basis after the expiration date until either Buzzfeed or Teacher Synergy, LLC give six months’ termination notice to one another.

(7)Buzzfeed is entitled to 16 months of free rent through September 2018 on 2,288 square feet (0.3% of the net rentable area). Such free rent amount was deposited into escrow by the borrower on the origination date.

(8)STV has one, ten-year lease renewal option. The renewal may apply to all or a part of the STV premises, provided that the renewal may not consist of less than two full contiguous floors within the 225 & 233 Park Avenue South Property.

(9)233 PAS Restaurant Co. is entitled to 10 months of free rent through March 2018 on 9,488 square feet (1.4% of net rentable area). Such free rent amount was deposited into escrow by the borrower on the origination date.

(10)233 PAS Restaurant Co. has one, five-year lease renewal option.

(11)T. Rowe Price is entitled to nine months of free rent through February 2018 on 13,450 square feet (2.0% of net rentable area). Such free rent amount was deposited into escrow by the borrower on the origination date.

(12)T. Rowe Price has one, five-year lease 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.

 

  8 

 

 

225 & 233 PARK AVENUE SOUTH

 

The following table presents certain information relating to the lease rollover schedule at the 225 & 233 Park Avenue South 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
% of Annual
 U/W
Base Rent
Annual
 U/W
Base Rent
 PSF
MTM 0 0 0.0% 0 0.0% $0 0.0% $0.00
2017 0 0 0.0% 0 0.0% $0 0.0% $0.00
2018 0 0 0.0% 0 0.0% $0 0.0% $0.00
2019 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 1 3,790 0.6% 3,790 0.6% $287,547 0.6% $75.87
2022 2 25,137 3.7% 28,927 4.3% $1,353,139 2.9% $53.83
2023 0 0 0.0% 28,927 4.3% $0 0.0% $0.00
2024 1 133,200 19.7% 162,127 24.0% $6,037,948 12.9% $45.33
2025 0 0 0.0% 162,127 24.0% $0 0.0% $0.00
2026 2 201,331 29.8% 363,458 53.8% $15,309,953 32.7% $76.04
2027 1 266,460 39.4% 629,918 93.2% $21,146,899 45.1% $79.36
Thereafter 3 31,364 4.6% 661,282 97.9% $2,749,100 5.9% $87.65
Vacant 0 14,474 2.1% 675,756 100.0% $0 0.0% $0.00
Total/Weighted Average 10 675,756 100.0%     $46,884,586 100.0% $70.90

 

(1)Information obtained from the underwritten rent roll and includes rent steps through April 2018.

(2)Certain tenants may have lease termination or contraction 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.

 

The following table presents historical occupancy percentages at the 225 & 233 Park Avenue South Property:

 

Historical Occupancy

 

12/31/2013(1)

12/31/2014(1)(2)

12/31/2015(1)(2)

12/31/2016(1)

5/24/2017(3)(4)(5)

100.0% 95.8% 49.2% 96.6% 97.9%
  
(1)Information obtained from the borrower.

(2)The decrease in occupancy from year-end 2014 to year-end 2015 is a result of Port Authority vacating its premises at the 225 & 233 Park Avenue South Property, except for Floors 4 and 8 in the 233 Park Avenue South building. The borrower sponsor commenced gut renovating the space made available after Port Authority vacated.

(3)Information obtained from the underwritten rent roll.

(4)Current Occupancy includes the Facebook Expansion Space and Facebook’s 8th floor space (40,397 square feet), which have a lease commencement date of July 1, 2018 and June 1, 2017, respectively. The tenant is currently building out both spaces. The tenant expects to take occupancy of the 8th floor space in November 2017. All free rent amounts attributable to both spaces were deposited into escrow by the borrower on the origination date.

(5)In September 2017, the borrower indicated that two tenants, Florian Café and Ainsworth, comprising in the aggregate 2.8% of the net rentable area and 2.6% of the underwritten rent, have vacated their respective spaces. Per the borrower, it is in negotiations with two restaurant tenants for the available space, with one of the spaces expected to be signed at a similar rental rate and the other expected to be signed at a higher rental rate.

 

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.

 

  9 

 

 

225 & 233 PARK AVENUE SOUTH

 

Operating History and Underwritten Net Cash Flow. The following table presents certain information relating to the historical operating performance and the underwritten net cash flow at the 225 & 233 Park Avenue South Property:

 

Cash Flow Analysis

 

   2014  2015(1)  2016(1)(2) 

TTM

3/31/2017(2)

  U/W(3)  % of U/W
Effective
Gross Income
  U/W $ per SF
Base Rent(4)  $34,757,905  $36,390,135  $30,962,652  $31,901,632  $45,723,854  95.0%  $67.66
Grossed Up Vacant Space  0  0  0  0  977,863  2.0  1.45
Rent Steps  0  0  0  0  445,767  0.9  0.66
Total Reimbursables  5,329,836  5,220,534  4,283,556  2,896,654  2,082,476  4.3  3.08
Other Income(5)  311,227  271,394  248,411  245,387  245,387  0.5  0.36
Less Vacancy & Credit Loss 

0

 

0

 

0

 

0

 

(1,368,405)

 

(2.8)

 

(2.02)

Effective Gross Income  $40,398,967  $41,882,063  $35,494,619  $35,043,673  48,106,942  100.0%  $71.19
                      
Total Operating Expenses 

$19,345,506

 

$19,132,092

 

$19,250,259

 

$19,795,518

 

$18,601,103

 

38.7%

 

$27.53

                      
Net Operating Income  $21,053,461  $22,749,971  $16,244,360  $15,248,156  $29,505,839  61.3%  $43.66
TI/LC  0  0  0  0  991,923  2.1  1.47
Capital Expenditures 

0

 

0

 

0

 

0

 

74,333

 

0.2

 

0.11

Net Cash Flow  $21,053,461  $22,749,971  $16,244,360  $15,248,156  $28,439,583  59.1%  $42.09
                      
NOI DSCR(6)  2.42x  2.61x  1.87x  1.75x  3.39x      
NCF DSCR(6)  2.42x  2.61x  1.87x  1.75x  3.27x      
NOI DY(6)  9.0%  9.7%  6.9%  6.5%  12.6%      
NCF DY(6)  9.0%  9.7%  6.9%  6.5%  12.1%      

 

(1)The decrease in Net Operating Income from 2015 to 2016 is primarily due to the Port Authority of New York and New Jersey vacating its premises in March 2015, with the exception of Floors 4 and 8. The Port Authority of New York and New Jersey previously occupied 305,426 square feet and at rental rates between $56 and $62 per square foot on a modified gross basis.

(2)The decrease in Net Operating Income from 2016 to TTM 3/31/2017 is a result of the borrower sponsor’s gut renovation of the space previously occupied by the Port Authority of New York and New Jersey. Additionally, two tenants, Buzzfeed and Facebook, totaling 186,368 square feet (27.6% of the net rentable area) were in free rent periods.

(3)The increase in Effective Gross Income from TTM 3/31/2017 to U/W is primarily due to (i) Facebook’s signed-not-occupied rent of $8,163,008 for the Facebook Expansion Space and its space on the 8th floor, (ii) three tenants (Buzzfeed, Facebook and STV) totaling 198,791 square feet (29.4% of net rentable area) concluding their rent abatement period and (iii) rent steps taken through April 2018.

(4)Underwritten Base Rent is inclusive of a rent credit of $714,965 for Facebook who is reimbursed $2.70 per square foot for cleaning costs.

(5)Other Income consists of cleaning income and other miscellaneous items.

(6)Debt service coverage ratios and debt yields are based on the 225 & 233 Park Avenue South Whole Loan.

 

Appraisal. As of the appraisal valuation date of April 1, 2017 the 225 & 233 Park Avenue South Property had an “as-is” appraised value of $720,000,000, which equates to an “as-is” Cut-off Date LTV of 32.6% and 59.7% for the 225 & 233 Park Avenue South Whole Loan and the 225 & 233 Park Avenue South Total Debt, respectively. The appraiser also concluded to an “as-is assuming holdbacks” value of $750,000,000 as of April 1, 2017, which equates to an “as-is assuming holdbacks” Cut-off Date LTV Ratio of 31.3% and 57.3% for the 225 & 233 Park Avenue South Whole Loan and the 225 & 233 Park Avenue South Total Debt, respectively. The “as-is assuming holdbacks” value presumes that all outstanding amounts related to the TI/LCs, free rent and capital expenditures are deposited into escrow on the origination date. The borrower deposited all such amounts into escrow on the origination date.

 

Environmental Matters. According to a Phase I environmental site assessment dated April 13, 2017, there was no evidence of any recognized environmental conditions at the 225 & 233 Park Avenue South Property.

 

Market Overview and Competition. The 225 & 233 Park Avenue South Property is located in the Madison/Union Square office submarket of the Midtown South Manhattan market, a block north of Union Square and a few blocks south of Madison Square Park. The 225 & 233 Park Avenue South Property is located within “Silicon Alley”, the stretch of Broadway from the Flatiron District to SoHo, and is also considered a hub for startups and tech companies. A few of the corporate neighbors to the 225 & 233 Park Avenue South Property are Tumblr, Sony, MasterCard and Digitas. The 225 & 233 Park Avenue South Property also benefits from its vicinity to numerous retailers and various fine and casual dining options. Proximity to Union Square provides access to multiple subway lines, including the 4, 5, 6, N, Q, R, W and L, all of which connect to various parts of New York City.

 

As of the first quarter of 2017, the Madison/Union Square office submarket had approximately 32.0 million square feet of office inventory, direct weighted average Class A asking rents of $84.23 per square foot and a vacancy rate of 3.9%. According to the appraisal, average Class A office rents in the Madison/Union Square submarket are $81.83 per square foot, with multiple spaces in the market exceeding $90.00 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.

 

  10 

 

 

225 & 233 PARK AVENUE SOUTH

 

The following table presents certain information relating to comparable leases to the 225 & 233 Park Avenue South Property:

 

Comparable Leases(1)

 

Property Name/Location Year Built Stories Floor Total GLA (SF) Distance from Subject Tenant Name Lease Date/Term Lease Area (SF) Annual Base Rent PSF Lease Type

412 West 13th Street

New York, NY

1900/2001 8 3 – 6 80,330 1.5 miles Bumble & Bumble Feb 2017 / 15 Yrs 41,210 $93.00 Gross

853 Broadway

New York, NY

1929 21 21 126,000 0.3 miles 21st Century Fox / True XMedia Jan 2017 /  10 Yrs 5,864 $110.00 Gross

413 West 14th Street

New York, NY

2017 5 3, 4, PH 110,358 1.4 miles Argo Group Feb 2017 / 15 Yrs 45,495 $92.00 Gross

430 West 15th Street

New York, NY

1950/2016 7 2 – 7 98,087 1.4 miles Live Nation Entertainment, Inc. Jan 2017 /  15 Yrs 76,915 $98.66 Gross

315 Park Avenue South

New York, NY

1928/2007 20 11 – 12 276,000 0.3 miles BDG Media Nov 2016 / 10 Yrs 34,100 $85.00 Gross

330 Hudson Street

New York, NY

2013 13 Pt. 9 - 10 394,315 2.0 miles Deloitte Digital Nov 2016 / 12 Yrs 37,356 $80.00 Gross

250 Hudson Street

New York, NY

1928 14 8 30,000 2.3 miles Lieff Cabraser Heimann & Bernstein Sept 2016 / 10 Yrs 27,778 $78.00 Gross

315 Park Avenue South

New York, NY

1928/2007 20 19 – 20 276,000 0.3 miles Winton Capital July 2016 / 10 Yrs 34,844 $100.00 Gross

200 Park Avenue South

New York, NY

1908 17 6 – 7 225,000 0.05 miles Elizabeth Arden Mar 2016 / 10 Yrs 35,698 $64.00 Gross

770 Broadway

New York, NY

1905 15 14 911,213 0.5 miles Facebook Feb. 2016 / 12 Yrs 79,998 $105.00 Gross

 

(1)Information obtained from the appraisal.

 

The Borrower. The borrower for the 225 & 233 Park Avenue South Whole Loan is 225 Fourth LLC, a Delaware limited liability company and a special purpose entity with two independent directors. Legal counsel to the borrower delivered a non-consolidation opinion in connection with the origination of the 225 & 233 Park Avenue South Whole Loan. Morton F. Silver and Orda Management Corporation are the guarantors of certain nonrecourse carveouts under the 225 & 233 Park Avenue South Whole Loan. Morton F. Silver’s carveouts under the 225 & 233 Park Avenue South Whole Loan are limited to transfers of the 225 & 233 Park Avenue South Property and bankruptcy.

 

The Borrower Sponsor. The borrower sponsor is Orda Management Corporation (“ORDA”). ORDA is a New York-based family-owned business organized in New York in 1952 as a company and incorporated in 1956. ORDA predominantly develops, manages and owns residential and commercial real estate in the New York metropolitan area. ORDA has also gained a reputation for developing and renovating historic buildings. ORDA, in conjunction with the Related Companies, has developed the Armory, The Sierra, the Tate and the Westport.

 

Escrows. The loan documents provide for upfront reserves in the amount of $14,864,252 for free rent, $11,529,288 for remaining base building costs and fees and $8,106,455 for outstanding tenant improvements and leasing commissions.

 

The loan documents do not require monthly reserve deposits for real estate taxes, replacement reserves and TI/LCs so long as no Trigger Period (as defined below) has occurred and is continuing. The loan documents do not require ongoing monthly escrows for insurance premiums as long as (i) no Trigger Period is in effect and (ii) the borrower provides the lender with evidence that the 225 & 233 Park Avenue South Property is insured via an acceptable blanket insurance policy and such policy is in full force and effect. Following the occurrence and during the continuance of a Trigger Period, the borrower is required to make monthly deposits of one-twelfth of the real estate taxes due, one-twelfth of the estimated insurance premiums, $11,176 (approximately $0.20 per square foot annually) for replacement reserves and $55,878 (approximately $1.00 per square foot annually) for TI/LCs.

 

The borrower is required, no later than one business day after receipt of the Facebook lease termination payment, to deposit such lease termination payment into the TI/LC reserve (“Facebook Rollover Reserve Fund”). The Facebook Rollover Reserve Fund will be used for tenant improvements and leasing commissions incurred in connection with the re-leasing of the Facebook space.

 

On the payment date occurring in June 2018 and each payment date thereafter prior to the occurrence of a Buzzfeed Trigger Period (as defined below), the borrower will be required to deposit $112,623 into a reserve (the “Buzzfeed Rollover Reserve”) and on each payment date during the continuation of a Buzzfeed Trigger Period, the borrower will be required to sweep all excess cash flow from the 225 & 233 Park Avenue South Property into the Buzzfeed Rollover Reserve until the amounts on deposit equal or exceed $13,000,000 (the “Buzzfeed Rollover Cap”).

 

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.

 

  11 

 

 

225 & 233 PARK AVENUE SOUTH

 

A “Trigger Period” means the occurrence of a (i) Default Trigger Period, (ii) Buzzfeed Trigger Period, (iii) Mezzanine Trigger Period or (iv) DSCR Trigger Period.

 

A “Default Trigger Period” will commence upon the occurrence and continuance of an event of default under the 225 & 233 Park Avenue South Whole Loan documents and expire upon the cure of such event of default.

 

A “Buzzfeed Trigger Period” will commence on April 1, 2025, the date that is 14 months prior to the scheduled expiration of the Buzzfeed lease, and terminate upon (i) Buzzfeed renewing or extending its lease in accordance with the 225 & 233 Park Avenue South Whole Loan documents and (a) Buzzfeed paying full, unabated rent under such renewed or extended lease or (b) Buzzfeed being obligated to begin paying full unabated rent under such renewed or extended lease if the borrower reserves with the lender the amount equal to the aggregate amount of the rent that would accrue during such free rent period, (ii) (1) the borrower leasing the entire Buzzfeed space to one or more tenants pursuant to replacement lease(s) acceptable to the lender, (2) such tenants being in physical occupancy of their space, (3) such tenants being open for business and the landlord’s leasing obligations for such replacement lease(s) having been paid and (4) the applicable replacement tenant(s) paying full, unabated rent equaling or exceeding the rent payable under the Buzzfeed lease or (iii) the amount reserved in the Buzzfeed Rollover Reserve equaling or exceeding the Buzzfeed Rollover Cap. However, if clauses (i) and (ii) above occur prior to April 1, 2025, a Buzzfeed Trigger Period will not commence.

 

A “Mezzanine Trigger Period” will commence upon the date that the lender has received written notice from the mezzanine lender that an event of default under the 225 & 233 Park Avenue South Mezzanine Loan exists and expire upon the date that the lender has received written notice from the mezzanine lender that such event of default no longer exists.

 

A “DSCR Trigger Period” will commence upon the debt service coverage ratio (on the 225 & 233 Park Avenue South Total Debt), as calculated in the loan documents, being less than 1.20x and expire upon the date that the debt service coverage ratio (on the 225 & 233 Park Avenue South Total Debt) is equal to or greater than 1.25x for two consecutive quarters.

 

Lockbox and Cash Management. The 225 & 233 Park Avenue South Whole Loan is structured with a hard lockbox and springing cash management. The borrower was required at origination to deliver letters to all tenants at the 225 & 233 Park Avenue South Property directing them to pay all rents directly into a lender-controlled lockbox account. All funds received by the borrower or manager are required to be deposited in the lockbox account within two business days following receipt, unless a Trigger Period has occurred, in which event such funds are required to be swept each business day into the cash management account controlled by the lender and disbursed on each payment date in accordance with the loan documents.

 

Property Management. The 225 & 233 Park Avenue South Property is managed by an affiliate of the borrower.

 

Assumption. The borrower has, at any time (other than the period 90 days prior to a securitization of a note or the period 90 days after a securitization of a note) the right to transfer the 225 & 233 Park Avenue South Property, provided that certain conditions are satisfied, including: (i) no event of default has occurred and is continuing, (ii) the borrower has provided the lender with 30 days’ prior written notice, (iii) the proposed transferee qualifies as a qualified transferee under the loan documents, (iv) the payment of an assumption fee of $136,628 for the first such assumption of the 225 & 233 Park Avenue South Whole Loan and $273,256 for each subsequent assumption of the 225 & 233 Park Avenue South Whole Loan, and (v) the lender has received confirmation from KBRA, Fitch and Moody’s that such assumption will not result in a downgrade of the respective ratings assigned to the Series 2017-C40 certificates and similar confirmations from each rating agency rating any securities backed by any of the 225 & 233 Park Avenue South Companion Loans.

 

Partial Release. Not permitted.

 

Real Estate Substitution. Not permitted.

 

Subordinate and Mezzanine Indebtedness. Barclays Bank PLC funded a $195,000,000 mezzanine loan (the “225 & 233 Park Avenue South Mezzanine Loan” and together with the 225 & 233 Park Avenue South Whole Loan, the “225 & 233 Park Avenue South Total Debt”) with the origination of the 225 & 233 Park Avenue South Whole Loan. Of the $195,000,000, $153,000,000 was sold to Hangang US Real Estate Fund No.2 and Barclays currently holds the remaining $42,000,000 and expects to sell the remaining portion to one or more third party investors. The 225 & 233 Park Avenue South Mezzanine Loan was further split into a mezzanine A loan equal to $80,000,000, a mezzanine B loan equal to $75,000,000 and a mezzanine C loan equal to $40,000,000. The 225 & 233 Park Avenue South mezzanine loans are coterminous with the 225 & 233 Park Avenue South Whole Loan and accrue interest at a blended fixed per annum rate equal to 4.6700%. The Cut-off Date LTV, UW NCF DSCR and UW NOI Debt Yield on the 225 & 233 Park Avenue South Total Debt is 57.3%, 1.59x and 6.9%, respectively. An intercreditor agreement is in place with respect to the 225 & 233 Park Avenue South Whole Loan and the 225 & 233 Park Avenue South Mezzanine Loan.

 

Provided no event of default has occurred and is continuing, the borrower is permitted to incur future mezzanine indebtedness, provided (a) prior written notice of not less than 45 days, but not more than 90 days, is provided to the lender specifying the origination date of the permitted mezzanine loan, (b) the mezzanine lender enters into an intercreditor agreement acceptable to the rating agencies and reasonably acceptable to the lender, (c) the mezzanine loan will have a term that is at least coterminous with the 225 & 233 Park Avenue South Whole Loan, (d) the mezzanine loan will be current pay and will not be a payment in kind structure, (e) the combined loan-to-value ratio for the 225 & 233 Park Avenue South Total Debt and permitted mezzanine loan will not be greater than 54.46%, (f) the debt service coverage ratio of the 225 & 233 Park Avenue South Total Debt and the permitted mezzanine loan is equal to or greater than 1.67x, (g) if the mezzanine loan is floating rate, the borrower is required to acquire and maintain an interest rate cap or swap agreement from a counterparty reasonably acceptable to the lender, (h) a rating agency confirmation from each of KBRA, Fitch and Moody’s that the future mezzanine indebtedness will not result in a downgrade, withdrawal or qualification of the respective ratings assigned to the Series 2017-C40 Certificates and similar ratings confirmations

 

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.

 

  12 

 

 

225 & 233 PARK AVENUE SOUTH

 

from each rating agency rating any securities backed by the 225 & 233 Park Avenue South Companion Loans with respect to the ratings of such securities, and (i) any other requirements as stated under the 225 & 233 Park Avenue South Whole Loan documents are met.

 

Ground Lease. None.

 

Terrorism Insurance. The 225 & 233 Park Avenue South Whole Loan documents require that the “all risk” insurance policy required to be maintained by the borrower provide coverage for terrorism in an amount equal to the full replacement cost of the 225 & 233 Park Avenue South Property, or that if the Terrorism Risk Insurance Program Reauthorization Act is no longer in effect and such policies contain an exclusion for acts of terrorism, the borrower will obtain, to the extent available, a stand-alone policy that provides the same coverage as the policies would have if such exclusion did not exist.

 

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.

 

  13 

 

 

No. 2 – Mall of Louisiana
 
Loan Information   Property Information
Mortgage Loan Seller: Barclays Bank PLC   Single Asset/Portfolio: Single Asset

Credit Assessment

(Fitch/KBRA/Moody’s):

NR/NR/NR   Property Type: Retail
Original Principal Balance(1): $50,000,000   Specific Property Type: Super Regional Mall
Cut-off Date Balance(1): $50,000,000   Location: Baton Rouge, LA
% of Initial Pool Balance: 7.1%   Size: 776,789 SF
Loan Purpose: Recapitalization   Cut-off Date Balance Per SF(1): $418.39
Borrower Name: Mall of Louisiana, LLC; Mall of Louisiana Land, LLC   Year Built/Renovated: 1997/2008
Sponsor: GGP Real Estate Holding I, Inc.   Title Vesting: Fee
Mortgage Rate: 3.984%   Property Manager: Self-managed
Note Date: July 26, 2017   4th Most Recent Occupancy (As of)(4): 93.9% (12/31/2013)
Anticipated Repayment Date: NAP   3rd Most Recent Occupancy (As of)(4): 96.5% (12/31/2014)
Maturity Date: August 1, 2027   2nd Most Recent Occupancy (As of (4): 96.6% (12/31/2015)
IO Period: 36 months   Most Recent Occupancy (As of)(4): 94.4% (12/31/2016)
Loan Term (Original): 120 months   Current Occupancy (As of)(4): 91.8% (6/30/2017)
Seasoning: 2 months    
Amortization Term (Original): 360 months   Underwriting and Financial Information:
Loan Amortization Type: Interest-only, Amortizing Balloon      
Interest Accrual Method: Actual/360   4th Most Recent NOI (As of): $33,541,166 (12/31/2014)
Call Protection(2): L(26),D(90),O(4)   3rd Most Recent NOI (As of): $34,580,536 (12/31/2015)
Lockbox Type: Hard/Springing Cash Management   2nd Most Recent NOI (As of): $35,038,477 (12/31/2016)
Additional Debt(1): Yes   Most Recent NOI (As of):  $34,995,624 (TTM 4/30/2017)
Additional Debt Type(1): Pari Passu    
      U/W Revenues: $43,215,234
      U/W Expenses: $7,152,311
      U/W NOI: $36,062,923
          U/W NCF: $34,433,637
          U/W NOI DSCR(1): 1.94x
          U/W NCF DSCR(1): 1.85x
Escrows and Reserves(3):         U/W NOI Debt Yield(1): 11.1%
Type: Initial Monthly Cap (If Any)   U/W NCF Debt Yield(1): 10.6%
Taxes $0 Springing NAP   As-Is Appraised Value: $570,000,000
Insurance $0 Springing NAP   As-Is Appraisal Valuation Date: June 23, 2017
Replacement Reserves $0 Springing $155,169   Cut-off Date LTV Ratio(1): 57.0%
TI/LC Reserve $0 Springing $1,551,690   LTV Ratio at Maturity or ARD(1): 49.3%
             
               
(1)See “The Mortgage Loan” section. All statistical financial information related to balance per square foot, loan-to-value ratios, debt service coverage ratios and debt yields are based on the funded outstanding principal balance of the Mall of Louisiana Whole Loan (as defined below).

(2)The defeasance lockout period will be at least 26 payment dates beginning with and including the first payment date of September 1, 2017. Defeasance of the Mall of Louisiana Whole Loan is permitted after the date that is the earlier to occur of (i) two years after the closing date of the securitization that includes the last note to be securitized, and (ii) August 1, 2020. The assumed lockout period of 26 payments is based on the expected WFCM 2017-C40 securitization trust closing date in October 2017.

(3)See “Escrows” section.

(4)Current Occupancy includes Main Event (6.0% of NRA) which has a signed lease but is not expected to take occupancy until August 2018 and excludes temporary tenants. The Mall of Louisiana Whole Loan guarantor has provided a guaranty for all outstanding landlord obligations and fifteen months of gap rent specific to Main Event.

 

The Mortgage Loan. The mortgage loan (the “Mall of Louisiana Mortgage Loan”) is part of a whole loan (the “Mall of Louisiana Whole Loan”) evidenced by nine pari passu promissory notes, secured by the fee interest in a 776,789 square foot portion of a super-regional mall and adjacent power center in Baton Rouge, Louisiana (the “Mall of Louisiana Property”). The Mall of Louisiana Whole Loan was co-originated on July 26, 2017 by Barclays Bank PLC, Bank of America, N.A. and Citi Real Estate Funding Inc. The Mall of Louisiana Whole Loan had an original principal balance of $325,000,000, has an outstanding principal balance as of the Cut-off Date of $325,000,000 and accrues interest at an interest rate of 3.984% per annum. The Mall of Louisiana Whole Loan had an initial term of 120 months, has a remaining term of 118 months as of the Cut-off Date and requires payments of interest-only until August 1, 2020, after which payments of interest and principal based on a 30-year amortization schedule are required through its term. The Mall of Louisiana Whole Loan matures on August 1, 2027.

 

Notes A-6 and A-7, which will be contributed to the WFCM 2017-C40 securitization trust, had an aggregate original principal balance of $50,000,000, have an aggregate outstanding principal balance as of the Cut-off Date of $50,000,000 and represent non-controlling interests in the Mall of Louisiana Whole Loan. The controlling Note A-1 had an original principal balance of $65,000,000, has an outstanding principal balance as of the Cut-off Date of $65,000,000, is currently held by Bank of America, N.A. and is expected to be contributed to the BANK 2017-BNK7 securitization trust. The non-controlling Notes A-3-1 and A-5-2 had an aggregate original principal balance of $47,000,000, have an aggregate outstanding principal balance as of the Cut-off Date of $47,000,000,

 

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.

 

  14 

 

 

MALL OF LOUISIANA

 

are currently held by Barclays Bank PLC and Citi Real Estate Funding Inc., respectively, and are expected to be contributed to the CGCMT 2017-P8 securitization trust. The non-controlling Note A-4 had an original principal balance of $50,000,000, has an outstanding principal balance as of the Cut-off Date of $50,000,000, is currently held by Citi Real Estate Funding Inc. and is expected to be contributed to the COMM 2017-COR2 securitization trust. The remaining Notes A-2, A-3-2 and A-5-1 from the Mall of Louisiana Whole Loan, which had an aggregate original principal balance of $113,000,000, are expected to be contributed to future securitization trusts. The following table presents a summary of the promissory notes comprising the Mall of Louisiana Whole Loan. The lender provides no assurances that any non-securitized notes will not be split further. See “Description of the Mortgage Pool—The Whole Loans—The Non-Serviced Pari Passu Whole Loans” in the Preliminary Prospectus.

 

Note Summary

 

Notes Original Balance   Note Holder Controlling Interest
A-1 $65,000,000   BANK 2017-BNK7 (expected) Yes
A-2 $44,000,000   Bank of America, N.A. No
A-3-1 and A-5-2 $47,000,000   CGCMT 2017-P8 (expected) No
A-4 $50,000,000   COMM 2017-COR2 (expected) No
A-3-2 $28,000,000   Citi Real Estate Funding Inc. No
A-5-1 $41,000,000   Barclays Bank PLC No
A-6 and A-7 $50,000,000   WFCM 2017-C40 No
Total $325,000,000      

 

Following the lockout period, the Mall of Louisiana Borrower has the right to defease the Mall of Louisiana Whole Loan in whole, but not in part. In addition, the Mall of Louisiana Whole Loan is prepayable without penalty on or after May 1, 2027. The lockout period will expire on the earlier to occur of (i) two years after the closing date of the securitization that includes the last note to be securitized and (ii) August 1, 2020.

 

Sources and Uses

 

Sources         Uses      
Original whole loan amount $325,000,000   100.0%   Closing costs $1,411,459   0.4%
          Return of equity(1) 323,588,541   99.6  
Total Sources $325,000,000   100.0%   Total Uses $325,000,000   100.0%

 

(1)The Mall of Louisiana Property was previously unencumbered. The Mall of Louisiana Whole Loan sponsor acquired the Mall of Louisiana Property for approximately $265 million in 2004 and including the $100 million spent on the 2008 property expansion, maintains a cost basis of approximately $413 million.

 

The Property. The Mall of Louisiana Property consists of a two-story enclosed super-regional mall known as Mall of Louisiana, which contains a total of 1,593,545 square feet and is anchored by non-collateral anchors Dillard’s, Dillard’s Men’s & Home, JC Penney, Macy’s and Sears. The 776,789 square foot portion of the Mall of Louisiana that serves as collateral for the Mall of Louisiana Whole Loan was 91.8% leased as of June 30, 2017 by 135 retail and restaurant tenants. The largest tenants by size are AMC Theatres (9.6% of NRA, 5.9% of underwritten base rent, expiring July 2026), Dick’s Sporting Goods (9.5% of NRA, 3.3% of underwritten base rent, expiring January 2019), Nordstrom Rack (3.9% of NRA, 2.0% of underwritten base rent, expiring September 2025) and Forever 21 (3.5% of NRA, 5.1% of underwritten base rent, expiring January 2019). Main Event (6.0% of NRA, 4.0% of underwritten base rent, expiring June 2028) has a signed lease but is not expected to take occupancy until August 2018. The Mall of Louisiana Whole Loan guarantor has provided a guaranty for all outstanding landlord obligations and fifteen months of gap rent specific to Main Event.

 

No other tenant represents more than 1.9% of NRA or 2.6% of underwritten rent. Other notable tenants at the Mall of Louisiana Property include: Apple, DSW, Lush Handmade Cosmetics, Michael Kors, Pandora, Pottery Barn and Williams Sonoma. The Mall of Louisiana Property features an 11-bay food court and nine full service restaurants. Inline sales at the Mall of Louisiana Property as of May 31, 2017 were approximately $183 million with an average of $585 PSF ($496 PSF excluding Apple), resulting in an occupancy cost of 13.6% (16.1% excluding Apple).

 

The Mall of Louisiana Property was built in 1997 and renovated in 2008 with a $100 million expansion project which added over 330,000 square feet, comprised of a 125,000 square foot lifestyle component, a 140,000 square foot power center and 15-screen stadium seating cinema with IMAX – 3D. The Mall of Louisiana features the only Sears within 40 miles and the only Macy’s, Dick’s Sporting Goods and Nordstrom Rack within 60 miles. The Mall of Louisiana Property includes 8,404 surface parking spaces (approximately 5.3 per 1,000 square feet).

 

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.

 

  15 

 

 

MALL OF LOUISIANA

 

The following table presents certain information relating to the tenancy at the Mall of Louisiana Property:

 

Major Tenants

 

Tenant Name Credit Rating (Fitch/Moody’s/
S&P)(1)
Tenant NRSF(2)(3) % of
NRSF(2)
Annual
U/W Base Rent
PSF(4)
Annual
U/W Base
Rent(4)
% of
Total
Annual
U/W
Base
Rent
5/30/2017
TTM Sales
PSF(3)
5/30/2017
TTM
Occupancy
Cost
Lease
Expiration
Date
                   
Major Tenants                  
AMC Theatres B/B1/B+ 74,400 9.6% $23.38 $1,739,472 5.9% $560,583(5) 22.6% 7/21/2026
Forever 21 NR/NR/NR 26,885 3.5% $55.20 $1,483,980 5.1% $183 28.6% 1/31/2019
Main Event(6) NR/NR/NR 46,900 6.0% $25.00 $1,172,500 4.0% N/A N/A 6/30/2028
Dick’s Sporting Goods NR/NR/NR 74,061 9.5% $13.00 $962,793 3.3% $131 11.9% 1/31/2019
Nordstrom Rack BBB+/Baa1/BBB+ 30,002 3.9% $19.25 $577,500 2.0% N/A N/A 9/30/2025
Total Major Tenants 252,248 32.5% $23.53 $5,936,245 20.2%      
                   
Other Tenants   460,886 59.3% $50.73 $23,378,585 79.8%      
Occupied Total   713,134 91.8% $41.11 $29,314,830 100.0%      
                   
Vacant Retail Space   63,655 8.2%            
Collateral Total 776,789 100.0%            
                   
Non-Collateral Anchor Tenants                
Dillard’s / Dillard’s Men’s and Home(7) BBB-/Baa3/BBB-  370,655          $148 N/A N/A
Macy’s BBB/Baa3/BBB-  204,890          $166 N/A N/A
JC Penney B+/B1/B+  116,568          $309 N/A N/A
Sears / Sears Auto Center CC/Caa2/CCC+  113,517          $123 N/A N/A
                   

 

(1)Certain ratings are those of the parent company whether or not the parent company guarantees the lease.

(2)Tenant NSRF and % of NSFR are based on the underwritten rent roll.

(3)Tenant NRSF and Sales PSF for the Non-Collateral Anchor Tenants are as of 2016 as reported in the appraisal.

(4)Annual U/W Base Rent includes contractual rent increases through August 2018.

(5)Sales PSF is shown as Sales per screen (15 screens).

(6)Main Event has an executed lease but is not expected to take occupancy until August 2018. The Mall of Louisiana Whole Loan guarantor has provided a guaranty for all outstanding landlord obligations and fifteen months of gap rent specific to Main Event.

(7)Dillard’s / Dillard’s Men’s and Home stores have been combined for this table.

 

The following table presents certain information relating to the historical sales and occupancy costs at the Mall of Louisiana Property:

 

Historical Tenant Sales (PSF) and Occupancy Costs

 

Historical Tenant Sales (PSF)

  2014 2015 2016 5/31/2017
TTM
5/31/2017 TTM
Occupancy Cost
Total In-Line          
Comparable Sales PSF w/Apple $557 $568 $571 $585 13.6%
Comparable Sales PSF w/o Apple $481 $493 $488 $496 16.1%
           

 

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.

 

  16 

 

 

MALL OF LOUISIANA

 

The following table presents certain information relating to the lease rollover schedule at the Mall of Louisiana 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
% of Total
Annual
U/W Base
Rent
Annual

 U/W


Base Rent


PSF(3)
2017 11 27,967 3.6% 27,967 3.6% $2,330,756 8.0% $83.34
2018 23 82,248 10.6% 110,215 14.2% $3,354,434 11.4% $40.78
2019 17 165,390 21.3% 275,605 35.5% $4,979,391 17.0% $30.11
2020 14 43,189 5.6% 318,794 41.0% $2,581,653 8.8% $59.78
2021 16 60,190 7.7% 378,984 48.8% $2,840,401 9.7% $47.19
2022 10 32,000 4.1% 410,984 52.9% $1,317,420 4.5% $41.17
2023 11 39,863 5.1% 450,847 58.0% $2,544,415 8.7% $63.83
2024 7 32,366 4.2% 483,213 62.2% $1,357,288 4.6% $41.94
2025 9 58,878 7.6% 542,091 69.8% $1,792,374 6.1% $30.44
2026 6 88,514 11.4% 630,605 81.2% $2,885,732 9.8% $32.60
2027 6 11,360 1.5% 641,965 82.6% $1,081,295 3.7% $95.18
Thereafter 5 71,169 9.2% 713,134 91.8% $2,249,670 7.7% $31.61
Vacant 0 63,655 8.2% 776,789 100.0% $0 0.0% $0.00
Total/Wtd. Avg. 135 776,789 100.0%     $29,314,830 100.0% $41.11

 

(1)Information obtained from the underwritten rent roll.

(2)Certain tenants may have lease termination or contraction 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)Weighted Average Annual U/W Base Rent PSF excludes vacant space.

 

The following table presents historical occupancy percentages at the Mall of Louisiana Property:

 

Historical Occupancy

 

12/31/2014(1)

12/31/2015(1)

12/31/2016(1)

6/30/2017(2)

96.5% 96.6% 94.4% 91.8%

 

(1)Information obtained from the Mall of Louisiana Borrower and includes temporary tenants.

(2)Information obtained from the underwritten rent roll and includes Main Event (6.0% of NRA) which has a signed lease but is not expected to take occupancy until August 2018 and excludes temporary tenants.

 

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 Mall of Louisiana Property:

 

Cash Flow Analysis

 

    2014   2015   2016   TTM
4/30/2017
  U/W   % of U/W Effective
Gross
Income
  U/W $
per SF
 
Base Rent(1)   $27,008,300   $27,841,212   $28,448,668   $28,641,673   $30,002,849(2)   69.4%   $38.62  
Grossed Up Vacant Space   0   0   0   0   3,395,375   7.9      4.37  
Total Reimbursables   10,554,704   10,707,373   10,410,615   10,242,969   10,408,010   24.1      13.40  
Specialty Leasing   3,089,790   3,046,453   3,044,110   2,921,431   2,956,431   6.8      3.81  
Other Income(3)   402,762   384,936   331,822   399,049   384,049   0.9      0.49  
Less Vacancy & Credit Loss  

0

 

0

 

0

 

0

 

(3,931,479)

 

(9.1)   

 

(5.06)

 
Effective Gross Income   $41,055,555   $41,979,974   $42,235,214   $42,205,123   $43,215,234   100.0%   $55.63  
                            0.00  
Total Operating Expenses  

7,514,389

 

7,399,438

 

7,196,737

 

7,209,498

 

7,152,311

 

16.6   

 

9.21

 
Net Operating Income   $33,541,166   $34,580,536   $35,038,477   $34,995,624   $36,062,923   83.4%   $46.43  
                               
 TI/LC   0   0   0   0   1,473,928   3.4      1.90  
Capital Expenditures  

0

 

0

 

0

 

0

 

155,358

 

0.4   

 

0.20

 
Net Cash Flow   $33,541,166   $34,580,536   $35,038,477   $34,995,624   $34,433,637   79.7%   $44.33  
                               
NOI DSCR(4)   1.80x   1.86x   1.89x   1.88x   1.94x          
NCF DSCR(4)   1.80x   1.86x   1.89x   1.88x   1.85x          
NOI DY(4)   10.3%   10.6%   10.8%   10.8%   11.1%          
NCF DY(4)   10.3%   10.6%   10.8%   10.8%   10.6%          

 

(1)Base Rent includes percentage rent.

(2)U/W Base Rent includes all tenants with signed leases and contractual rent steps through August 2018.

(3)Other Income includes carousel revenue, rebates, and miscellaneous non-rental income.

(4)Based on the Mall of Louisiana Whole Loan amount of $325,000,000.

 

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.

 

  17 

 

 

MALL OF LOUISIANA

 

Appraisal. As of the appraisal valuation date of June 23, 2017, the Mall of Louisiana Property had an “as-is” appraised value of $570,000,000.

 

Environmental Matters. According to the Phase I environmental report dated July 24, 2017, there was no evidence of any recognized environmental conditions at the Mall of Louisiana Property.

 

Market Overview and Competition. The Mall of Louisiana Property is located in East Baton Rouge Parish within the greater Baton Rouge metropolitan statistical area (“MSA”) of Louisiana. The Mall of Louisiana Property is located approximately six miles southeast of the Baton Rouge central business district, immediately south of Interstate 10, which connects to Interstate 12 approximately three miles north and connects to the New Orleans metropolitan area to the southeast. East Baton Rouge Parish includes the City of Baton Rouge and other established neighborhoods including Mid-City, the Garden District and Spanish Town, and is home of the capital of Louisiana, Louisiana State University, Southern University and Baton Rouge Community College. There are two hospitals located within approximately two miles of the Mall of Louisiana Property: Baton Rouge General Medical Center and Our Lady of the Lake Regional Medical Center. East Baton Rouge Parish’s top employers include Turner Industries Group LLC (9,875 employees), LSU System (6,250 employees), Performance Contractors (5,500 employees), Our Lady of the Lake Regional Medical Center (4,500 employees) and ExxonMobil (4,214 employees). IBM recently developed a $55 million office and residential building in downtown Baton Rouge and has committed to maintain 800 new jobs through 2023 in downtown Baton Rouge. The Baton Rouge MSA had a 2016 unemployment rate of 5.2% continuing year over year declines since 2011.

 

According to the appraisal, the primary trade area for the Mall of Louisiana Property encompasses an approximately fifteen-mile radius. The estimated 2016 population within a five-, ten- and fifteen-mile radius around the Mall of Louisiana Property was 169,831, 406,664 and 603,052, respectively. The estimated 2016 average household income within the same radii was $90,572, $76,294 and $74,587, respectively. The 2016 fifteen-mile radius population and average household income reflects a compound annual growth rate from 2000-2016 of 1.0% and 2.4%, respectively. Estimated 2016 average retail sales per household within a fifteen-mile radius of the Mall of Louisiana Property was $48,449.

 

The Mall of Louisiana Property is located in the Baton Rouge retail market which had 2017 first quarter-end average asking rents of $11.32 per square foot and a vacancy rate of 4.5%, a 1.3% decrease from the first quarter-end 2016, with only 11,581 square feet vacant in the market. There are currently six lifestyle centers and regional malls in the Baton Rouge retail market with 2017 first quarter-end average asking rents of $19.61 per square foot and a vacancy rate of 8.6%, a 1.7% decrease from the first quarter-end 2016, with 74,739 square feet of positive absorption. There is no proposed new competitive supply noted by the appraisal.

 

The following table presents certain information relating to competitive properties for the Mall of Louisiana Property:

 

Competitive Properties(1)

 

Property / Location Property Type Year Built/ Renovated Total GLA (SF) Est. Sales PSF Occupancy Distance Major/Anchor Tenants

Mall of Louisiana

Baton Rouge, LA

Super Regional Mall 1997/2008 776,789(1) $585(1)(2) 91.8%(1)(3) --

Dillard’s (non-collateral), Dillard’s Men’s (non-collateral), JC Penney (non-collateral), Macy’s (non-collateral), Sears (non-collateral), AMC Theatres

               

Perkins Rowe

Baton Rouge, LA

Lifestyle Center 2006/N/A 749,300 $420 85% 1.5 miles

Cinemark, LA Fitness, Barnes & Noble, Fresh Market

               

Town Center at Cedar Lodge Baton Rouge, LA

Lifestyle Center 2007/N/A 410,000 $400 98% 5.0 miles Whole Foods, Books A Million, LOFT, Gap
               

Siegen Lane Marketplace

Baton Rouge, LA

Power Center 1994/2002 462,150 N/A 100% 3.0 miles Walmart, Lowes, Bed Bath Beyond, TJMaxx
               

Cortana Mall(4)

Baton Rouge, LA

 

Super Regional Mall 1976/2010 1,360,000 $250 30% 6.5 miles Dillard’s, JC Penney
                 
(1)Information obtained from the appraisal and underwritten rent roll for the subject collateral. Total GLA, Est. Sales PSF and Occupancy are shown for the collateral portion of the Mall of Louisiana.

(2)Comparable inline sales shown as of May 2017. Comparable inline sales excluding Apple for that period were $496 per square foot.

(3)Occupancy as of June 30, 2017 and includes Main Event (6.0% of NRA) which has a signed lease but is not expected to take occupancy until August 2018 and excludes temporary tenants. The Mall of Louisiana Whole Loan guarantor has provided a guaranty for all outstanding landlord obligations and fifteen months of gap rent specific to Main Event.

(4)Cortana Mall is the only other enclosed shopping mall in Baton Rouge. Only two of the six anchor units at Cortana Mall are currently occupied and approximately 45 of 110 inline stores are occupied.

 

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.

 

  18 

 

 

MALL OF LOUISIANA

 

The Borrower. The borrowers are Mall of Louisiana, LLC and Mall of Louisiana Land, LLC (individually and collectively, the “Mall of Louisiana Borrower”), each a single-purpose Delaware limited liability company, with at least two independent directors. Legal counsel to the Mall of Louisiana Borrower delivered a non-consolidation opinion in connection with the origination of the Mall of Louisiana Whole Loan.

 

The Sponsor. The loan sponsor and nonrecourse carveout guarantor is GGP Real Estate Holding I, Inc., wholly owned by GGP Inc. GGP Inc. (NYSE: GGP) is an S&P 500 company focused exclusively on owning, managing, leasing and redeveloping retail properties throughout the United States. GGP Inc.’s portfolio as of June 2017 included 127 properties (121 million square feet) in 40 states with an enterprise value of approximately $39 billion. See “Description of the Mortgage Pool— Loan Purpose; Default History, Bankruptcy Issues and Other Proceedings” in the Preliminary Prospectus.

 

GGP Real Estate Holding I, Inc. has provided a guaranty for payment of $1,726,914 in unfunded tenant allowances for ten various tenants and a guaranty related to the tenant Main Event for payment of $8,519,922 comprised of unfunded tenant allowances ($3,986,500), landlord work ($3,067,797) and gap rent ($1,465,625).

 

Escrows. During a Trigger Period (as defined below), unless there are sufficient funds in the lockbox account to make the deposits, the Mall of Louisiana Borrower is required to deposit monthly (i) 1/12th of the estimated annual real estate taxes and 1/12th of the estimated annual insurance premiums (unless the Mall of Louisiana Property is covered by a blanket insurance policy and the premiums for the blanket policy are prepaid for at least one year in advance), (ii) $12,931 to a replacement reserve subject to a cap of $155,169 and (iii) $129,308 to a tenant improvement and leasing commissions reserve subject to a cap of $1,551,690.

 

A “Trigger Period” will commence upon (i) an event of default or (ii) the debt service coverage ratio being less than 1.15x. A Trigger Period will end upon (i) the cure or waiver of the event of default and (ii) the debt service coverage ratio being equal to or greater than 1.15x.

 

Lockbox and Cash Management. A hard lockbox is in place with respect to the Mall of Louisiana Whole Loan. Funds deposited to the lockbox will be swept daily to the Mall of Louisiana Borrower’s operating account unless a Trigger Period exists. During a Trigger Period, funds in the lockbox are required to be transferred daily to a cash management account under the sole control of the lender for the payment of, among other things, debt service, monthly escrows and operating expenses with all excess cash being deposited to an excess cash reserve to be held as additional security for the Mall of Louisiana Whole Loan.

 

Property Management. The Mall of Louisiana Property is managed by an affiliate of the Mall of Louisiana Borrower.

 

Assumption. The Mall of Louisiana Borrower has the right to transfer the Mall of Louisiana Property provided that certain conditions are satisfied, including (i) no event of default has occurred and is continuing; (ii) the Mall of Louisiana Property will be managed by a qualifying manager; (iii) a replacement guarantor has assumed the obligations of the Mall of Louisiana Whole Loan guarantor; (iv) the lender has received a non-consolidation opinion; and (v) the transferee is a qualified transferee.

 

Partial Release. The Mall of Louisiana Borrower may obtain the release of any vacant, non-income producing, unimproved parcel or outlot (including “air rights” parcels), any expansion parcel or the Picardy Street Extension Parcel (as defined below) in connection with a transfer to a person other than a person owned or controlled by the Mall of Louisiana Borrower, provided among other conditions that the following are satisfied: (i) no event of default has occurred and is continuing, and (ii)(A) as it relates to any parcel release other than an expansion parcel release: (a) the lender receives evidence that the parcel is not necessary for the operation of the Mall of Louisiana Property and that it may be readily separated from the Mall of Louisiana Property without material diminution of the value of the Mall of Louisiana Property, (b) lender receives rating agency confirmation (except with respect to a release of the Picardy Street Expansion Parcel so long as it remains vacant, non-income producing and unimproved), (c) the loan to value ratio for the remaining property is less than or equal to 125% provided that the Mall of Louisiana Borrower may prepay the Mall of Louisiana Whole Loan and pay the associated yield maintenance premium in order to meet the required loan to value ratio, or (B) as it relates to the release of an expansion parcel: (x) lender receives evidence that (I) during the time that the expansion parcel was a part of the Mall of Louisiana Property, any tenants that were relocated to the expansion parcel from other areas of the Mall of Louisiana Property have been replaced with tenants of comparable credit quality and paying equal or better rent than the relocated tenants or (II) to the extent existing tenants proposed to be relocated to the expansion parcel after its release, the Mall of Louisiana Borrower has entered into fully executed replacement leases with replacement tenants of comparable credit quality and on rental terms equal or better than the existing tenant, and (y) the release of the expansion parcel does not have a material adverse effect on the use or value of the Mall of Louisiana Property, the priority of the lien of the mortgage, the enforcement of the Mall of Louisiana Whole Loan documents, or the Mall of Louisiana Borrower’s ability to repay the Mall of Louisiana Whole Loan.

 

The “Picardy Street Extension Parcel” is the portion of land subject to the extension and/or widening of Picardy Street by the City of Baton Rouge.

 

Real Estate Substitution. The Mall of Louisiana Borrower may obtain the release of a vacant, non-income producing, unimproved parcel, provided among other conditions that the following are satisfied: (i) no event of default has occurred or is continuing, (ii) simultaneous with the substitution, the Mall of Louisiana Borrower acquires an exchange parcel at or adjacent to the Mall of Louisiana Property of reasonably equivalent value to the release parcel, (iii) rating agency confirmation is obtained, and (iv) the loan to value ratio immediately after the substitution is less than or equal to 125%, provided that the Mall of Louisiana Borrower may prepay the Mall of Louisiana Whole Loan and pay the associated yield maintenance premium in order to meet the required loan to value ratio.

 

Real Estate Expansion. The Mall of Louisiana Borrower may acquire one or more expansion parcels, provided among other conditions that the following are satisfied: (i) no event of default has occurred or is continuing, and (ii) the Mall of Louisiana Borrower acquires fee simple or leasehold interest in the expansion parcel. Any expansion parcel may be released (see “Partial Release” 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.

 

  19 

 

 

MALL OF LOUISIANA

 

Subordinate and Mezzanine Indebtedness. Not permitted.

 

Ground Lease. None.

 

Terrorism Insurance. The Mall of Louisiana Borrower is required to obtain and maintain property insurance, commercial general liability insurance and business interruption insurance that covers acts of terrorism in an amount determined by the lender in its sole discretion (but not to exceed the full replacement cost of the Mall of Louisiana Property and 18-months of business interruption insurance), provided that if the Terrorism Risk Insurance Program Reauthorization Act of 2015 or any extension thereof or substantially similar program (“TRIPRA”) is in effect, the Mall of Louisiana Whole Loan documents provide for an annual terrorism premium cap of two times the cost of the annual premiums for property and business interruption insurance required under the related Mall of Louisiana Whole Loan documents.

 

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.

 

  20 

 

 

No. 3 – Marketplace at Millcreek
 
Loan Information   Property Information
Mortgage Loan Seller: Wells Fargo Bank, National Association Single Asset/Portfolio: Single Asset

Credit Assessment

(Fitch/KBRA/Moody’s)

NR/NR/NR Property Type: Retail
Original Principal Balance: $39,600,000 Specific Property Type: Anchored
Cut-off Date Balance: $39,600,000 Location: Buford, GA
% of Initial Pool Balance: 5.6% Size: 401,947 SF
Loan Purpose: Refinance Cut-off Date Balance Per SF: $98.52
Borrower: DDRTC Marketplace at Mill Creek LLC Year Built/Renovated: 2003/NAP
Borrower Sponsors: DDR & TIAA-CREFF JV Title Vesting: Fee
Mortgage Rate: 3.820% Property Manager: Self-managed
Note Date: August 14, 2017 4th Most Recent Occupancy (As of): 97.7% (12/31/2013)
Anticipated Repayment Date: NAP 3rd Most Recent Occupancy (As of): 92.3% (12/31/2014)
Maturity Date: September 11, 2027 2nd Most Recent Occupancy (As of): 100.0% (12/31/2015)
IO Period: 120 months Most Recent Occupancy (As of): 100.0% (10/6/2016)
Loan Term (Original): 120 months Current Occupancy (As of): 97.2% (7/6/2017)
Seasoning: 1 month  
Amortization Term (Original): NAP Underwriting and Financial Information:
Loan Amortization Type: Interest-only, Balloon    
Interest Accrual Method: Actual/360 4th Most Recent NOI (As of): $4,362,551 (12/31/2014)
Call Protection: L(25),D(88),O(7) 3rd Most Recent NOI (As of): $4,452,382 (12/31/2015)
Lockbox Type: Springing 2nd Most Recent NOI (As of): $4,891,676 (12/31/2016)
Additional Debt: None Most Recent NOI (As of): $4,913,376 (TTM 6/30/2017)
Additional Debt Type: NAP U/W Revenues: $6,395,033
    U/W Expenses: $1,669,652
    U/W NOI: $4,725,381
        U/W NCF: $4,251,374
        U/W NOI DSCR: 3.08x
        U/W NCF DSCR: 2.77x
Escrows and Reserves(1):       U/W NOI Debt Yield: 11.9%
        U/W NCF Debt Yield: 10.7%
Type: Initial Monthly Cap (If Any) As-Is Appraised Value: $75,800,000
Taxes $0 Springing NAP As-Is Appraisal Valuation Date: July 9, 2017
Insurance $0 Springing NAP Cut-off Date LTV Ratio: 52.2%
Replacement Reserve $0 Springing NAP LTV Ratio at Maturity: 52.2%
           

 

(1)See “Escrows” section.

 

The Mortgage Loan. The mortgage loan (the “Marketplace at Millcreek Mortgage Loan”) is evidenced by a single promissory note that is secured by a first mortgage encumbering the fee interest in an anchored retail center located in Buford, Georgia (the “Marketplace at Millcreek Property”). The Marketplace at Millcreek Mortgage Loan was originated on August 14, 2017 by Wells Fargo Bank, National Association. The Marketplace at Millcreek Mortgage Loan had an original principal balance of $39,600,000, has an outstanding principal balance as of the Cut-off Date of $39,600,000 and accrues interest at an interest rate of 3.820% per annum. The Marketplace at Millcreek Mortgage Loan had an initial term of 120 months, has a remaining term of 119 months as of the Cut-off Date and requires interest-only payments through the term of the Marketplace at Millcreek Mortgage Loan. The Marketplace at Millcreek Mortgage Loan matures on September 11, 2027. Following the lockout period, the borrower has the right to defease the Marketplace at Millcreek Mortgage Loan in whole, but not in part, on any date before March 11, 2027. In addition, the Marketplace at Millcreek Mortgage Loan is prepayable without penalty on or after March 11, 2027.

 

Sources and Uses

 

Sources         Uses      
Original loan amount $39,600,000   68.7%   Loan payoff(1) $57,307,446   99.4%
Borrower sponsors’ new cash contribution 18,042,994   31.3   Closing costs 335,548   0.6
Total Sources $57,642,994   100.0%   Total Uses $57,642,994   100.0%

 

(1)The Marketplace at Millcreek Property was previously securitized in BACM 2007-3.

 

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.

 

  21 

 

 

MARKETPLACE AT MILLCREEK

 

The Property. The Marketplace at Millcreek Property is a 401,947 square foot anchored retail center situated on a 54.6-acre site and located in Buford, Georgia approximately 30 miles northeast of Atlanta central business district. Constructed in 2003, the Marketplace at Millcreek Property is situated directly across from the Simon-owned Mall of Georgia, which is the largest shopping mall in the state of Georgia in terms of leasable retail space, and A-rated by Green Street Advisors. The Marketplace at Millcreek Property is anchored by Ross Dress for Less, Marshalls, Burlington Coat Factory (currently subleasing the Toys “R” Us space), Bed Bath & Beyond, and Stein Mart. The Marketplace at Millcreek Property is also shadow anchored by Costco, which is not part of the collateral. The remainder of the rent roll is granular with 24 tenants comprising no more than 5.9% of the net rentable area or 7.2% of the annual base rent. The Marketplace at Millcreek Property contains 2,214 surface parking spaces, resulting in a parking ratio of 5.5 spaces per 1,000 square feet. As of July 6, 2017, the Marketplace at Millcreek Property was 97.2% occupied by 29 tenants. Since 2007, the Marketplace at Millcreek Property has averaged 95.4% occupancy.

 

The following table presents certain information relating to the tenancy at the Marketplace at Millcreek Property:

 

Major Tenants(1)

 

Tenant Name Credit Rating (Fitch/Moody’s / S&P)(2) Tenant NRSF % of
NRSF
Annual U/W Base Rent PSF Annual
U/W Base Rent
% of Total Annual U/W Base Rent Sales PSF Occupancy Cost Lease
Expiration
Date
               
Anchor Tenants                
Ross Dress for Less NR/A3/A- 30,093 7.5% $11.75 $353,593 7.2% NAV NAV 1/31/2023(3)
Marshalls NR/A2/A+ 30,000 7.5% $11.00 $330,000 6.7% $259(4) 5.6%(4) 5/31/2022(5)
Toys “R” Us(6) CC/B3/CCC- 50,000 12.4% $5.88(6) $294,250(6) 6.0% NAV NAV 1/31/2020(7)
Stein Mart NR/NR/NR 30,000 7.5% $9.25 $277,500 5.6% $135(8) 9.5%(8) 9/30/2023(9)
Bed Bath & Beyond NR/Baa1/BBB+ 33,889 8.4% $8.00 $271,112 5.5% NAV NAV 1/31/2020(9)
Total Anchor Tenants   173,982 43.3% $8.77 $1,526,455 30.9%      
                   
Major Tenants                  
DSW NR/NR/NR 23,783 5.9% $15.00 $356,745 7.2% $174(10) 10.6%(10) 1/31/2024(11)
Michael’s NR/NR/BB- 23,582 5.9% $13.06 $307,981 6.2% $189(8) 8.8%(8) 2/29/2020(11)
Cost Plus World Market NR/Baa1/BBB+ 18,225 4.5% $16.75 $305,269 6.2% NAV NAV 1/31/2018(11)
Total Major Tenants   65,590 16.3% $14.79 $969,995 19.6%      
                   
Non-Major Tenants   151,176 37.6% $16.15 $2,441,259 49.4%      
                   
Occupied Collateral Total 390,748 97.2% $12.64 $4,937,708 100.0%      
                   
Vacant Space   11,199 2.8%            
                   
Collateral Total   401,947 100.0%            
                   

 

(1)Information obtained from the underwritten rent roll.

(2)Certain ratings are those of the parent company whether or not the parent company guarantees the lease.

(3)Ross Dress For Less has two, five-year extension option.

(4)Sales PSF and Occupancy Costs are for the trailing twelve months as of January 31, 2017.

(5)Marshalls has one, five-year extension option.

(6)Toys “R” Us subleased all 50,000 square feet space to Burlington Coat Factory. The Annual U/W Base Rent and Annual U/W Base Rent PSF is based on the rent Toys “R” Us paying to the borrower. The appraiser concluded to a market rent of $10.00 per square foot for the Toys “R” us space, which is approximately 70% higher than the underwritten base rent. Toys “R” Us filed for Chapter 11 bankruptcy protection on September 18, 2017. See “–Tenant Bankruptcy Could Result in a Rejection of the Related Lease” in the Free Writing Prospectus.

(7)Toys “R” Us has five, five-year extension options.

(8)Sales PSF and Occupancy costs are for the trailing 12 months as of December 31, 2016

(9)Tenant has four, five-year extension options.

(10)Sales PSF and Occupancy Costs are for the trailing twelve months as of May 31, 2017.

(11)Tenant has two, five-year extension 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.

 

  22 

 

 

MARKETPLACE AT MILLCREEK

 

The following table presents certain information relating to the lease rollover schedule at the Marketplace at Millcreek 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
Base Rent
% of Total Annual U/W Base Rent Annual
 U/W
Base Rent
 PSF(2)
MTM 1 1,473 0.4% 1,473 0.4% $32,627 0.7% $22.15
2017 2 33,072 8.2% 34,545 8.6% $417,141 8.4% $12.61
2018 1 18,225 4.5% 52,770 13.1% $305,269 6.2% $16.75
2019 3 24,197 6.0% 76,967 19.1% $355,766 7.2% $14.70
2020 9 146,662 36.5% 223,629 55.6% $1,572,438 31.8% $10.72
2021 2 4,611 1.1% 228,240 56.8% $100,236 2.0% $21.74
2022 4 40,759 10.1% 268,999 66.9% $543,185 11.0% $13.33
2023 2 60,093 15.0% 329,092 81.9% $631,093 12.8% $10.50
2024 2 29,264 7.3% 358,356 89.2% $493,712 10.0% $16.87
2025 1 4,787 1.2% 363,143 90.3% $86,166 1.7% $18.00
2026 1 23,450 5.8% 386,593 96.2% $304,850 6.2% $13.00
2027 0 0 0.0% 386,593 96.2% $0 0.0% $0.00
Thereafter 1 4,155 1.0% 390,748 97.2% $95,226 1.9% $22.92
Vacant 0 11,199 2.8% 401,947 100.0% $0 0.0% $0.00
Total/Weighted Average 29 401,947 100.0%     $4,937,708 100.0% $12.64

 

(1)Information obtained from the underwritten rent roll.

(2)Total Annual UW Base Rent PSF excludes vacant space.

 

The following table presents historical occupancy percentages at the Marketplace at Millcreek Property:

 

Historical Occupancy

 

12/31/2013(1)

12/31/2014(1)

12/31/2015(1)

10/6/2016(1)

7/6/2017(2)

97.7% 92.3% 100.0% 100.0% 97.2%

 

(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 historical operating performance and the underwritten net cash flow at The Marketplace at Millcreek Property:

 

Cash Flow Analysis

 

  2014 2015 2016

TTM

6/30/2017

U/W % of U/W
Effective
Gross
Income
U/W $ per SF
Base Rent  $4,658,124  $4,650,491  $5,102,916  $5,141,903  $5,190,468 81.2%  $12.91
Percent Rent       54,897       68,659       70,168       69,511       69,511 1.1    0.17
Total Reimbursables  1,119,345  1,107,802  1,111,941  1,096,567  1,343,158 21.0    3.34
Other Income       41,714     111,257       38,957       13,751       51,420 0.8    0.13
Less Vacancy & Credit Loss 0 0 0 0     (259,523)(1) (4.1)    (0.65)
Effective Gross Income  $5,874,080  $5,938,209  $6,323,982  $6,321,731  $6,395,033 100.0%  $15.91
               
Total Operating Expenses  $1,511,529  $1,485,827  $1,432,307  $1,408,354  $1,669,652 26.1%    $4.15
               
Net Operating Income  $4,362,551  $4,452,382  $4,891,676  $4,913,376  $4,725,381 73.9%  $11.76
Replacement Reserves 0 0 0 0     148,720 2.3    0.37
TI/LC 0 0 0 0     325,287 5.1    0.81
Net Cash Flow  $4,362,551  $4,452,382  $4,891,676  $4,913,376  $4,251,374 66.5%  $10.58
               
NOI DSCR 2.84x 2.90x 3.19x 3.20x 3.08x    
NCF DSCR 2.84x 2.90x 3.19x 3.20x 2.77x    
NOI DY 11.0% 11.2% 12.4% 12.4% 11.9%    
NCF DY 11.0% 11.2% 12.4% 12.4% 10.7%    

 

(1)The underwritten economic vacancy is 5.0%. Marketplace at Millcreek Property was 97.2% physically occupied as of July 6, 2017.

 

Appraisal. As of the appraisal valuation date of July 9, 2017, the Marketplace at Millcreek Property had an “as-is” appraised value of $75,800,000.

 

Market Overview and Comparable Properties. The Marketplace at Millcreek Property is located in the city of Buford, Georgia, approximately 30.0 miles northeast of the Atlanta central business district. The Marketplace at Millcreek Property is located along Buford Drive, and directly across from the Simon-owned Mall of Georgia, which is A-rated by Green Street Advisors. Mall of Georgia is a 1.7 million square foot super regional mall with more than 200 local, national and international stores, and is the largest shopping mall in the state of Georgia in terms of leasable retail space. The Marketplace at Millcreek Property benefits from its location along Buford Drive, which connects with Interstate 85 and Lawrenceville to the south, and Interstate 985 and Sugar Hill to the north. According to the appraisal, the surrounding neighborhood is part of the rapidly expanding commercial development along

 

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.

 

  23 

 

 

MARKETPLACE AT MILLCREEK

 

Interstate 85, and residential development is concentrated in all directions around the Marketplace at Millcreek Property. The population within the surrounding neighborhood has shown moderate growth over the past seven years and experienced substantial growth from 2000 to 2010.

 

According to the appraisal, the 2017 estimated population within a one-, three- and five-mile radius of the Marketplace at Millcreek Property was 3,145, 51,522 and 146,855, respectively; while the 2017 estimated average household income within the same radii was $78,807, $92,199 and $92,933, respectively. According to a third party market research report, the Marketplace at Millcreek Property is located within the Gwinnett Mall/Duluth submarket which contains approximately 16.9 million square feet of retail space with a 6.8% vacancy rate and an average asking rental rate of $16.03 per square foot, gross.

 

The following table presents certain information relating to comparable properties to the Marketplace at Millcreek Property:

 

Competitive Properties(1)

 

  Marketplace at
Millcreek (Subject)
Mill Creek
Station
Mill Creek
Crossing
Mall of
Georgia
Shops
Lawrenceville Market North Point Market Center
Location Buford, GA Buford, GA Buford, GA Buford, GA Lawrenceville, GA Alpharetta, GA
Distance from Subject -- 0.9 miles 1.9 miles Adjacent 8.5 miles 21.0 miles
Year Built/Renovated 2003/NAP 2000/NAP 1998/NAP 2003/NAP 1995/NAP 1994/NAP
Anchors

Ross Dress For Less, Marshalls,

Toys “R” Us,

Stein Mart,

Bed Bath & Beyond

NAP Walmart, Lowes NAP

Home Depot, Target, Hobby Lobby, AMC, Marshalls,

Old Navy, PetsMart,

Ross Dress for Less

Babies “R” Us, Dick’s Sporting Goods, Marshalls, Bed Bath & Beyond
Total GLA 401,947 SF(2) 35,975 SF 383,532 SF 18,430 SF 499,749 SF 427,053 SF
Total Occupancy 97.2%(2) 100.0% 99.0% 94.0% 100.0% 95.0%

 

(1)Information obtained from the appraisal.

(2)Information obtained from the underwritten rent roll.

 

The Borrower. The borrower is DDRTC Marketplace at Mill Creek LLC, a Delaware limited liability company and single purpose entity with one independent director. DDRTC Marketplace at Mill Creek LLC is 100.0% indirectly owned by DDRTC Core Retail Fund, LLC, a joint venture between TREA Retail Property Portfolio 2006 LLC (“TREA”), a wholly-owned subsidiary of Teachers Insurance and Annuity Association (“TIAA”) (85.0% membership interest), and DDR TC LLC, a wholly-owned subsidiary of DDR Corp. (“DDR”) (15.0% membership interest). Legal counsel to the borrower delivered a non-consolidation opinion in connection with the origination of the Marketplace at Millcreek Mortgage Loan. DDRTC Core Retail Fund, LLC is the guarantor of certain nonrecourse carveouts under the Marketplace at Millcreek Mortgage Loan.

 

The Borrower Sponsors. The borrower sponsors are DDR & TIAA CREFF JV. DDR (NYSE: DDR) is a self-administered and self-managed real estate investment trust in the business of acquiring, owning, developing, redeveloping, expanding, leasing and managing shopping centers. Headquartered in Beachwood, Ohio, DDR’s shopping center portfolio features open-air, value-oriented neighborhood and community centers, mixed-use centers and lifestyle centers located in prime markets with stable populations and high-growth potential. As of February 10, 2017, DDR’s portfolio consisted of 317 shopping centers (including 152 centers owned through joint ventures) and more than 650 acres of undeveloped land (of which approximately 100 acres are owned through unconsolidated joint ventures) throughout 35 states as well as Puerto Rico (14 assets). TIAA serves approximately 5.0 million active and retired employees participating at more than 15,000 institutions and had over $938.0 billion in combined assets under management as of the first quarter of 2017. As of June 30, 2017, TIAA’s Real Estate Account had $24.8 billion in net assets.

 

Escrows. The loan documents do not require ongoing monthly escrows for taxes as long as (i) no event of default has occurred and is continuing and (ii) the borrower provides the lender with evidence that the Marketplace at Millcreek Property taxes have been paid. The loan documents do not require ongoing monthly escrows for insurance premiums as long as (i) no event of default has occurred and is continuing and (ii) the borrower provides the lender with evidence that the Marketplace at Millcreek Property is insured via an acceptable blanket insurance policy and such policy is in full force and effect. The loan documents do not require ongoing monthly escrows for replacement reserves as long as (i) no event of default has occurred and is continuing, and (ii) the Marketplace at Millcreek Property is being adequately maintained as determined by the lender based on annual site inspections.

 

Lockbox and Cash Management. Upon the occurrence and during the continuance of a Cash Trap Event Period (as defined below), the borrower will be required to establish a lender-controlled lockbox account and direct all tenants to deposit all rents directly into such lockbox account. Additionally, all revenues and other monies received by the borrower or property manager relating to the Marketplace at Millcreek Property are required to be deposited into the lockbox account within one business day of receipt. During a Cash Trap Event Period, all excess cash flow after payment of all sums due and payable under the Marketplace at Millcreek Mortgage Loan documents and all operating expenses will be retained by the lender as additional collateral.

 

A “Cash Trap Event Period” means the occurrence of (i) an event of default or (ii) the trailing 12-month net operating income (“NOI”) debt yield falling below 7.75% for two consecutive calendar quarters. A Cash Trap Event Period will end, with respect to clause (i), upon the cure of such event of default, and with respect to clause (ii), upon the trailing 12-month NOI debt yield being greater than or equal to 8.25% 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.

 

  24 

 

 

MARKETPLACE AT MILLCREEK

 

In lieu of a cash flow sweep, the borrower may provide a letter of credit, or a guaranty from DDRTC Core Retail Fund, LLC, or post cash, equal to an amount that would have otherwise been swept in a cash flow sweep event, but not less than the amount swept assuming an NOI that yields a 7.75% NOI debt yield, refreshed annually on the anniversary of the trigger event.

 

Property Management. The Marketplace at Millcreek Property is managed by an affiliate of the borrower.

 

Assumption. The borrower has the two-time right to transfer the Marketplace at Millcreek Property provided that certain conditions are satisfied, including (i) no event of default under the Marketplace at Millcreek Mortgage Loan documents has occurred and is continuing; (ii) in the event that in connection with such transfer, the manager will not thereafter continue to manage the Marketplace at Millcreek Property, then a replacement management agreement with a qualified manager must be executed acceptable to lender; (iii) the lender reasonably determines that the proposed transferee and guarantor satisfy the lender’s credit review and underwriting standards, taking into consideration the transferee’s experience, financial strength and general business standing; and (iv) if requested by lender, rating agency confirmation from Fitch, KBRA and Moody’s that such assumption will not result in a downgrade, withdrawal or qualification of the respective ratings assigned to the WFCM 2017-C40 certificates.

 

Partial Release. Not permitted

 

Real Estate Substitution. Not permitted

 

Subordinate and Mezzanine Indebtedness. Not permitted

 

Ground Lease. None.

 

Terrorism Insurance. The loan documents require that the “all risk” insurance policy required to be maintained by the borrower provide coverage for terrorism in an amount equal to the full replacement cost of the Marketplace at Millcreek Property, as well as business interruption insurance covering no less than an amount equal to 100% of the projected gross income from the Marketplace at Millcreek Property on an actual loss sustained basis for a period beginning on the date of business interruption and continuing until the restoration of the Marketplace at Millcreek Property is completed, or the 18-month period following the occurrence of a casualty event, together with a twelve-month extended period of indemnity.

 

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.

 

  25 

 

 

No. 4 – SAVA Holdings IHG Portfolio
 
Loan Information   Property Information
Mortgage Loan Seller: Rialto Mortgage Finance, LLC   Single Asset/Portfolio: Portfolio
Credit Assessment (Fitch/KBRA/Moody’s): NR/NR/NR   Property Type: Hospitality
Original Principal Balance: $37,000,000   Specific Property Type: Various
Cut-off Date Balance: $37,000,000   Location: Various
% of Initial Pool Balance: 5.2%   Size: 429 Rooms
Loan Purpose: Refinance  

Cut-off Date

Balance Per Room: 

$86,247
Borrower Name: Four9Nine Holdings, LLC   Year Built/Renovated: Various
Borrower Sponsor: Suhas S. Naik   Title Vesting: Fee
Mortgage Rate: 5.0100%   Property Manager: Self-managed
      4th Most Recent Occupancy (As of): NAV
Note Date: August 31, 2017   3rd Most Recent Occupancy (As of): 85.3% (12/31/2014)
Anticipated Repayment Date: NAP   2nd Most Recent Occupancy (As of): 87.0% (12/31/2015)
Maturity Date: September 6, 2027   Most Recent Occupancy (As of): 90.0% (12/31/2016)
IO Period: 24 months   Current Occupancy (As of): 89.9% (TTM 7/31/2017)
Loan Term (Original): 120 months    
Seasoning: 1 month   Underwriting and Financial Information:
Amortization Term (Original): 360 months   4th Most Recent NOI (As of):  $4,047,326 (12/31/2014)
Loan Amortization Type: Interest-only, Amortizing Balloon   3rd Most Recent NOI (As of): $4,712,578 (12/31/2015)
Interest Accrual Method: Actual/360   2nd Most Recent NOI (As of): $5,180,258 (12/31/2016)
Call Protection: L(25),D(91),O(4)   Most Recent NOI (As of): $5,226,587 (TTM 7/31/2017)
Lockbox Type: Hard/Upfront Cash Management    
Additional Debt: None   U/W Revenues: $13,439,151
Additional Debt Type: NAP   U/W Expenses: $8,261,742
      U/W NOI: $5,177,409
      U/W NCF: $4,639,843
      U/W NOI DSCR: 2.17x
Escrows and Reserves(1):     U/W NCF DSCR: 1.94x
      U/W NOI Debt Yield: 14.0%
Type: Initial Monthly Cap (If Any)   U/W NCF Debt Yield: 12.5%
Taxes $470,193 $49,756 NAP   As-Is Appraised Value(2): $64,900,000
Insurance $96,409 Springing NAP   As-Is Appraisal Valuation Dates: Various
FF&E $0 $44,797 NAP   Cut-off Date LTV Ratio(2): 57.0%
PIP Reserve $4,507,400 NAP NAP   LTV Ratio at Maturity or ARD: 49.3%
Seasonality Reserve $67,129 NAP NAP      
                 
(1)See “Escrows” section.

(2)See “Appraisal” section.

 

The Mortgage Loan. The mortgage loan (the “SAVA Holdings IHG Portfolio Mortgage Loan”) is evidenced by a single promissory note that is secured by a first mortgage encumbering three select service hotel properties located in Fort Worth, Texas and Plano, Texas (the “SAVA Holdings IHG Portfolio Properties”). The SAVA Holdings IHG Porfolio Mortgage Loan was originated on August 31, 2017 by Rialto Mortgage Finance, LLC. The SAVA Holdings IHG Portfolio Mortgage Loan had an original principal balance of $37,000,000, has an outstanding principal balance as of the Cut-off Date of $37,000,000 and accrues interest at an interest rate of 5.0100% per annum. The SAVA Holdings IHG Portfolio Mortgage Loan had an initial term of 120 months, has a remaining term of 119 months as of the Cut-off Date and requires payments of interest-only for the first 24 payments following origination and thereafter requires payments of principal and interest based on a 30-year amortization schedule. The SAVA Holdings IHG Portfolio Mortgage Loan matures on September 6, 2027.

 

Following the lockout period, the borrower has the right to defease the SAVA Holdings IHG Portfolio Mortgage Loan in whole, and in part (see “Partial Release” section), on any date before June 6, 2027. In addition, the SAVA Holdings IHG Portfolio Mortgage Loan is prepayable without penalty on or after June 6, 2027.

 

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.

 

  26 

 

 

SAVA HOLDINGS IHG PORTFOLIO

 

Sources and Uses

 

Sources         Uses      
Original loan amount $37,000,000   80.4%   Loan Payoff $28,476,419   61.9%
Borrower Sponsor’s new cash contribution 9,014,365    19.6 Reserves 5,141,131    11.2
          Closing Costs 1,104,469    2.4
          Partnership Buyout(1) 11,292,346    24.5
Total Sources $46,014,365   100.0%   Total Uses $46,014,365   100.0%

 

(1)$11.29 million was used to buy out a previous partner and admit a new preferred partner, who contributed the borrower sponsor’s new cash contribution at the Sava Holdings IHG Portfolio Mortgage Loan origination.

 

The Properties. The SAVA Holdings IHG Portfolio Properties are comprised of one extended stay hotel, one select service hotel and one limited service hotel properties built between 2007 and 2008 totaling 429 rooms that as of July 31, 2017, were 89.9% occupied with individual hotel occupancies ranging from 85.4% to 94.7%.

 

Candlewood Suites DFW South

 

The Candlewood Suites DFW South property is a 174-room, four-story, extended-stay hotel located in Fort Worth, Texas. The Candlewood Suites DFW South property is situated on a 4.3-acre lot and has 140 parking spaces, resulting in a parking ratio of approximately 0.8 spaces per room. The Candlewood Suites DFW South property opened in 2007. The Candlewood Suites DFW South property largely accommodates training programs at American Airlines, as 100 of the 174 rooms are under contract by American Airlines Group since the hotel’s opening. The most recent contract with American Airlines Group has a three-year term for the period of November 1, 2017 through October 31, 2020. The Candlewood Suites DFW South property has a required property improvement plan (“PIP”) to be completed from 2017 through 2019 at an estimated cost of $1,113,853 ($6,401 per room), for which $1,280,931 ($7,362 per room) was reserved upfront.

 

The Candlewood Suites DFW South property guestroom configuration includes 158 studio suites and 16 one-bedroom suites. Guestroom amenities include a kitchenette, a refrigerator, a coffeemaker and a safe. Other amenities include a large fitness room, lobby workstation, market pantry, lending locker, guest laundry area and an outdoor patio and barbecue area. The Candlewood Suites DFW South property also provides an 800 square foot meeting room.

 

Holiday Inn DFW Airport South

 

The Holiday Inn DFW Airport South property is a 143-room, six-story select-service hotel located in Fort Worth, Texas. The Holiday Inn DFW Airport South property is situated on a 3.0-acre lot and has 145 parking spaces, resulting in a parking ratio of approximately 1.0 spaces per room. The Holiday Inn DFW Airport South property opened in 2008. The Holiday Inn DFW Airport South Property has a required property improvement plan (“PIP”) to be completed in 2019 at an estimated cost of $1,395,863 ($9,761 per room), for which $1,605,242 ($11,225 per room) was reserved upfront.

 

The Holiday Inn DFW Airport South property guestroom configuration includes 84 king rooms, 49 double-queen rooms and 10 one-bedroom suites. Guest room amenities include a mini-refrigerator, microwave, coffeemaker and a safe. The Holiday Inn DFW Airport South property features a market pantry and One Bar & Bistro restaurant with seating capacity of 90. Other amenities include a fitness center, business center, outdoor swimming pool, and guest laundry area and airport/local shuttle. The Holiday Inn DFW Airport South property also provides two meeting rooms, a 2,100 square foot meeting room that can be divided into three separate rooms and a 350 square foot meeting room.

 

Staybridge Suites Plano

 

The Staybridge Suites Plano property is a 112-room, four-story, limited-service hotel located in Plano, Texas. The Staybridge Suites Plano property is situated on a 2.6-acre lot and has 114 parking spaces, resulting in a parking ratio of 1.0 spaces per room. The Staybridge Suites Plano property opened in 2007. The Staybridge Suites Plano property has a required property improvement plan (“PIP”) to be completed in 2018 and 2019 at an estimated cost of $1,409,763 ($12,587 per room), for which $1,621,227 ($14,475 per room) was reserved upfront.

 

The Staybridge Suites Plano property guestroom configuration includes 62 queen rooms, 25 one-bedroom suites, 10 king rooms, eight double double rooms and seven two-bedroom suites. Guest room amenities include a mini-kitchen equipped with a refrigerator, dishwasher, a two-burner stove, a microwave and a coffeemaker. The Staybridge Suites Plano property features a market pantry and a 40-seat complimentary services area which serves daily complimentary breakfast and a complimentary evening manager’s reception Monday-Wednesday. Other amenities include an indoor swimming pool and whirlpool, fitness room, guest laundry area, business center, a sport court, outdoor patio and barbecue area and guest storage rooms. The Staybridge Suites Plano property also provides a 1,200 square foot meeting room and a 240 square foot meeting 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.

 

  27 

 

 

SAVA HOLDINGS IHG PORTFOLIO

 

The following table presents certain information relating to the unit mix of the SAVA Holdings IHG Portfolio Properties:

 

Property Name – Location Allocated Cut-off Date Balance % of Portfolio Cut-off Date Balance Occupancy Year Built/ Renovated No. of Units Appraised Value(1) Allocated Cut-off Date LTV
Candlewood Suites DFW South $13,000,000 35.1% 94.7% 2007/NAP 174 $25,800,000 50.4%
Holiday Inn DFW Airport South $12,000,000 32.4% 85.4% 2008/NAP 143 $19,100,000 62.8%
Staybridge Suites Plano $12,000,000 32.4% 88.1% 2007/NAP 112 $20,000,000 60.0%
Total/Weighted Average $37,000,000 100.0% 89.9%   429 $64,900,000 57.0%
(1)See “Appraisal” section.

 

2017 Accommodated Room Night Demand(1)

 

Property 

Commercial

Group 

Contract

Leisure

Extended Stay

Candlewood Suites DFW South   15%     0%     15%   10% 60%
Holiday Inn DFW Airport South   50%     10%     10%   30% 0%
Staybridge Suites Plano   25%     10%     0%   15% 50%
  
(1)Information obtained from the appraisals dated from May 22, 2017 through May 23, 2017.

 

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 SAVA Holdings IHG Portfolio Properties:

 

Cash Flow Analysis

 

  2014 2015 2016

TTM

7/31/2017 

U/W % of U/W Total Revenue U/W $ per Room(1)
Occupancy 85.3% 87.0% 90.0% 89.9% 86.2%    
ADR $82.31 $86.35 $88.78 $89.50 $93.31    
RevPAR $70.19 $75.11 $79.90 $80.44 $80.44    
               
Room Revenue $10,990,667 $11,761,635 $12,511,152 $12,595,275 $12,595,275 93.7% $29,360
F&B Revenue 560,309 638,151 613,577 641,835 641,835 4.8 1,496
Other Revenue(2) 228,285 219,209 200,442 202,041 202,041 1.5 471
Total Department Expenses

3,222,916

3,349,047

3,439,892

3,399,181

3,399,181

25.3 

7,923

Gross Operating Profit $8,556,345 $9,269,948 $9,885,279 $10,039,970 $10,039,970 74.7% $23,403
               
 Total Undistributed Expenses

3,879,861

3,925,622 

4,026,167

4,127,633 

4,127,763

30.7 

9,622

 Profit Before Fixed Charges $4,676,484 $5,344,326 $5,859,112 $5,912,337 $5,912,207 44.0% $13,781
               
Total Fixed Charges

629,158 

631,748

678,854 

685,750 

734,798 

5.5 

1,713 

               
Net Operating Income $4,047,326 $4,712,578 $5,180,258 $5,226,587 $5,177,409 38.5% $12,069
FF&E

0

0

0 

537,566

4.0 

1,253

 Net Cash Flow $4,047,326 $4,712,578 $5,180,258 $5,226,587 $4,639,843 34.5% $10,815
               
NOI DSCR 1.70x 1.97x 2.17x 2.19x 2.17x    
NCF DSCR 1.70x 1.97x 2.17x 2.19x 1.94x    
NOI DY 10.9%  12.7% 14.0% 14.1% 14.0%    
NCF DY 10.9% 12.7% 14.0% 14.1% 12.5%    
               

 

(1)Based on 429 rooms.

(2)Other Revenue consists of revenue from meeting rooms, sundry shop, telephone, and guest laundry.

 

Appraisal. As of the appraisal valuation dates of May 9, 2017 through May 10, 2017, the SAVA Holdings IHG Portfolio Properties had a portfolio aggregate “as-is” appraised value of $59,400,000. The appraiser also concluded a portfolio aggregate “when complete” appraised value of $67,800,000 for the SAVA Holdings IHG Portfolio Properties as of June 1, 2018. For purposes of calculating the Cut-off Date LTV Ratio and LTV Ratio at Maturity or ARD, the “as-is” value of $19,100,000 was used for the Holiday Inn DFW Airport South property and “as-complete” values of $25,800,000 and $20,000,000 for the Candlewood Suites DFW South property and Staybridge Suites Plano property, respectively, were used.

 

Environmental Matters. According to Phase I environmental assessments, each dated May 5, 2017, there was no evidence of any recognized environmental conditions at the SAVA Holdings IHG Portfolio Properties.

 

Market Overview and Competition. The SAVA Holdings IHG Portfolio Properties are located in two diverse markets.

 

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.

 

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SAVA HOLDINGS IHG PORTFOLIO

 

Candlewood Suites DFW South

 

The Candlewood Suites DFW South property is located in Fort Worth, Tarrant County, Texas, within the Dallas-Fort Worth, TX-OK metropolitan statistical area. Arlington is the seventh-largest city in Texas and is located twelve miles east of Downtown Fort Worth and 20 miles west of Downtown Dallas. Major employers include AMR/American Airlines, Lockheed Martin, Fort Worth Independent School District, Texas Health Resources, NAS-Fort Worth-JRB and Arlington Independent School District. Other businesses in the area include Globe Life Park in Arlington, Six Flags Over Texas, Six Flags Hurricane Harbor, The University of Texas at Arlington, and the AT&T Stadium. According to the appraisal, the 2017 estimated population within a one-, three-, and five-mile radius of the Candlewood Suites DFW South property was 9,459, 67,930, and 233,065 respectively. The estimated average household income within the same radii is $55,620, $64,366, and $70,032.

 

Primary regional access routes serving the Dallas/Fort Worth Metroplex include Interstates 20, 30, 35, and 45, as well as U.S. Highways 67, 75, and 287. Interstate 20 traverses the southern sector of the metro area and extends to such cities as Abilene and Midland to the west and Shreveport, Louisiana to the east. Interstate 30 commences in west Fort Worth and, after serving as a major east/west route through the metro area, extends in a northeasterly direction to Greenville and Texarkana. Interstate 35, which divides into eastern and western sections when passing through the respective Dallas and Fort Worth metro areas, provides access to Oklahoma City to the north and Austin and San Antonio to the south. Interstate 45 commences near Downtown Dallas and extends in a southeasterly direction, providing access to the Houston metropolitan area. Primary access to the Candlewood Suites DFW South property is provided by Reggis Court. Access is also available from Center Station Drive. The Candlewood Suites DFW South Property is located near the intersection of State Highways 360 and 183, which are the nearest major highways. Overall, the Candlewood Suites DFW South property benefits from very good accessibility and good visibility attributes. The Candlewood Suites DFW South property’s neighborhood is generally defined by State Highway 183 to the north, State Highway 161 to the east, the DART rail lines to the south, and State Highway 360 to the west. The neighborhood is characterized by quick-service restaurants, hotel, office buildings, and multi-family housing. Other businesses and entities in the area include Bank of America mortgage call center, Kubota Tractor Corporation, AT&T Stadium and Six Flags Over Texas. In addition, American Airlines operation center is located just west of the Candlewood Suites DFW South property’s neighborhood. Restaurants located near the Candlewood Suites DFW South property include Taco Bell, McDonald’s, and Starbuck. Hotels near the Candlewood Suites DFW South property include Hampton Inn & Suites, Candlewood Suites, and Marriott.

 

Holiday Inn DFW Airport South

 

The Holiday Inn DFW Airport South property is located in Fort Worth, Tarrant County, Texas, within the Dallas-Fort Worth, TX-OK metropolitan statistical area. Arlington is the seventh-largest city in Texas and is located twelve miles east of Downtown Fort Worth and 20 miles west of Downtown Dallas. Major employers include AMR/American Airlines, Lockheed Martin, Fort Worth Independent School District, Texas Health Resources, NAS-Fort Worth-JRB and Arlington Independent School District, Oher businesses in the area include Globe Life Park in Arlington, Six Flags Over Texas, Six Flags Hurricane Harbor, The University of Texas at Arlington, and the AT&T Stadium. According to the appraisal, the 2017 estimated population within a one-, three-, and five-mile radius of the Holiday Inn DFW Airport South property was 7,777, 69,003 and 236,953, respectively. The estimated average household income within the same radii is $56,409, $64,237, and $69,446.

 

Primary regional access routes serving the Dallas/Fort Worth Metroplex include Interstates 20, 30, 35, and 45, as well as U.S. Highways 67, 75, and 287. Interstate 20 traverses the southern sector of the metro area and extends to such cities as Abilene and Midland to the west and Shreveport, Louisiana to the east. Interstate 30 commences in west Fort Worth and, after serving as a major east/west route through the metro area, extends in a northeasterly direction to Greenville and Texarkana. Interstate 35, which divides into eastern and western sections when passing through the respective Dallas and Fort Worth metro areas, provides access to Oklahoma City to the north and Austin and San Antonio to the south. Interstate 45 commences near Downtown Dallas and extends in a southeasterly direction, providing access to the Houston metropolitan area. Primary access to the Holiday Inn DFW Airport South property is provided by Center Station Drive. Access is also available from Centreport Drive. The Holiday Inn DFW Airport South property is located near a busy intersection and is relatively simple to locate from State Highways 360 and 183, which are the nearest major highways. Overall, the Holiday Inn DFW Airport South property benefits from very good accessibility and good visibility attributes. The Holiday Inn DFW Airport South property’s neighborhood is generally defined by State Highway 183 to the north, State Highway 161 to the east, the DART rail lines to the south, and State Highway 360 to the west. The neighborhood is characterized by quick-service restaurants, hotel, office buildings, and multi-family housing. Other businesses and entities in the area include AMR corporate headquarters, Bank of America mortgage call center, Kubota Tractor Corporation, AT&T Stadium and Six Flags Over Texas. In addition, American Airlines operation center is located just west of the Holiday Inn DFW Airport South property’s neighborhood. Restaurants located near the Holiday Inn DFW Airport South property include Taco Bell, McDonald’s, and Starbuck. Hotels near the Holiday Inn DFW Airport South property include Hampton Inn & Suites, Candlewood Suites, and Marriott.

 

Staybridge Suites Plano

 

The Staybridge Suites Plano property is located in Plano, Collin County, Texas, within the Dallas-Fort Worth-Arlington, TX metropolitan statistical area. Plano is located between the suburbs of Richardson and Frisco. The area features a unique combination of office towers, upscale shopping, urban residential communities, and restaurants. This region is home to a multitude of global corporate headquarters and technology-related companies. Major employers include Plano ISD, Capital One Finance, Bank of America Home Loans, HP Enterprise Services, and Ericsson. Other business in the greater Plano area include J.C. Penney Company, Dr. Pepper Snapple Group (DPS), and Frito-Lay, PepsiCo, FedEx, Toyota Motor Company. According to the appraisal, the 2017 estimated population within a one-, three-, and five-mile radius of the Staybridge Suites Plano property was 8,196, 119,999 and 342,337, respectively. The estimated average household income within the same radii is $66,089, $106,940 and $102,318.

 

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.

 

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SAVA HOLDINGS IHG PORTFOLIO

 

Primary regional access routes serving the Dallas/Fort Worth Metroplex include Interstates 20, 30, 35, and 45, as well as U.S. Highways 67, 75, and 287. Interstate 20 traverses the southern sector of the metro area and extends to such cities as Abilene and Midland to the west and Shreveport, Louisiana, to the east. Interstate 30 commences in west Fort Worth and, after serving as a major east/west route through the metro area, extends in a northeasterly direction to Greenville and Texarkana. Interstate 35, which divides into eastern and western sections when passing through the respective Dallas and Fort Worth metro areas. Interstate 45 commences near Downtown Dallas and extends in a southeasterly direction, providing access to the Houston metropolitan area. Primary access to the Staybridge Suites Plano property is provided by Silverglen Drive. The Staybridge Suites Plano property is located near a major north/south arterial in Plano and is accessible via the Dallas North Tollway, U.S. Highway 75, and President George Bush Turnpike. The Staybridge Suites Plano property is served by the Dallas/Fort Worth International Airport and Dallas Love Field airport, which is located approximately 14 miles to the southwest approximately eleven miles southwest of the hotel, respectively. The Staybridge Suites Plano property’s neighborhood is generally defined by Park Boulevard to the north, Dallas North Tollway to the west, Campbell Road to the south, and Custer Road to the east. The neighborhood is characterized by restaurants, hospitals, office buildings, higher-education institutions, apartment complexes, single-family homes, and retail shopping centers. Other businesses and entities in the area include Atmos Energy, Collin County Community College, The University of Texas at Dallas, and Baylor Scott & White Medical Center - Plano. Restaurants located near the Staybridge Suites Plano property include Cafe Brazil, Geisha Steak & Sushi, and McDonald’s. Hotels near the Staybridge Suites Plano property include the existing Hilton Garden Inn Dallas/Richardson and a Residence Inn by Marriott which is under construction.

 

The following tables present certain information relating to the SAVA Holdings IHG Portfolio Properties historical occupancy, ADR RevPAR and penetration rates:

 

Historical Occupancy, ADR and RevPAR(1)

 

 

TTM July 2015

TTM July 2016

TTM July 2017 

Property

Occupancy

ADR 

RevPAR 

Occupancy

ADR

RevPAR

Occupancy 

ADR

RevPAR 

Candlewood Suites DFW South 92.6% $61.62 $57.07 93.0% $64.52 $59.99 94.3% $67.41 $63.5
Holiday Inn DFW Airport South 77.9% $103.71 $80.76 85.2% $101.60 $86.55 85.4% $102.66 $87.6
Staybridge Suits Plano 83.1% $104.79 $87.08 86.9% $109.84 $95.41 88.1% $111.15 $97.9
                                     
(1)Information obtained from a third party hospitality research report dated August 16, 2017.

 

Historical Penetration Rates(1)

 

 

TTM July 2015

TTM July 2016

TTM July 2017 

Property

Occupancy 

ADR 

RevPAR 

Occupancy

ADR 

RevPAR

Occupancy 

ADR 

RevPAR

Candlewood Suites DFW South 135.6% 68.6% 93.0% 121.9% 69.0% 84.1% 121.7% 71.1% 86.5%
Holiday Inn DFW Airport South 107.5% 86.3% 92.8% 115.4% 81.1% 93.6% 116.6% 81.0% 94.4%
Staybridge Suits Plano 106.1% 100.0% 106.0% 105.4% 99.6% 105.0% 112.0% 100.9% 113.1%

 

(1)Information obtained from a third party hospitality research report dated August 16, 2017.

 

The Borrowers. The borrower is Four2Nine Holdings, LLC single purpose Delaware limited liability companies, with two independent directors in its organizational structure. The borrower is owned by Three429, LLC, the sole member and manager of the borrower. Three 429, LC is managed by Suhas S. Naik and Ajay Kothari. Suhas S. Naik, is the guarantor of certain nonrecourse carveouts under the SAVA Holdings IHG Portfolio Mortgage Loan and the full recourse guarantor of $9,250,000. Suhas S. Naik filed Chapter 11 bankruptcy in 2010 in connection with a maturity default on the construction financing on three hotels, including two of the Sava Hotel IHG Portfolio Properties (the DFW South property and the Staybridge Suites Plano property). See “Description of the Mortgage Pool-Loan Purpose, Default History, Bankruptcy Issues and Other Proceedings” in the Preliminary Prospectus.

 

The Borrower Sponsor. The borrower sponsor of the SAVA Holdings IHG Portfolio Mortgage Loan is Suhas S. Naik. Mr. Naik has more than 25 years of real estate experience. Sava Holdings, Ltd. is a boutique hotel development company headquartered in Irving, Texas with 745 rooms currently under management in the Dallas Fort Worth Metroplex and another 427 rooms under construction. The company specializes in the acquisition, design, development, construction, and management of hospitality projects.

 

Escrows. The loan documents provided for upfront escrows in the amount of $470,193 for real estate taxes, $96,409 for insurance, $67,129 for a seasonality reserve, and $4,507,400 for a PIP reserve. The loan documents also provide for monthly escrows in the amount of $49,756 for real estate taxes and the applicable seasonality reserve monthly deposit (as defined below). The loan documents do not require monthly escrows for insurance provided that the SAVA Holdings IHG Portfolio Properties are (i) insured via an acceptable blanket insurance policy and the borrower provides the lender with evidence of renewal of the insurance policies and proof of payment of the insurance premiums when due; and (ii) no event of default exists.

 

The borrower is required to pay monthly seasonality reserves commencing in 2018 for the months of January – November of each year for the term of the SAVA Holdings IHG Portfolio Mortgage Loan. The monthly amount will be equal to quotient of (i) the aggregate amount of monthly net cash flow shortfall of the most recent trailing 12-month period through January multiplied by 1.20, (ii) divided by 11.

 

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.

 

  30 

 

 

SAVA HOLDINGS IHG PORTFOLIO

 

The borrower is required to pay monthly FF&E reserves of (i) an amount equal to one-twelfth 4% of gross income and (ii) the aggregate amount, if any, required to be reserved under the management agreement and the franchise agreement. During the initial 24 months of the SAVA Holdings IHG Portfolio Mortgage Loan a portion of the monthly FF&E reserves equal to 2% of the gross income shall be retained by the lender and will not be disbursed to the borrower until after (i) the initial 24 month period; (ii) delivery of an officer’s certificate and other documentation confirming completion of all property improvement plan work for each individual property; and (iii) no event of default exists.

 

Lockbox and Cash Management. The SAVA Holdings IHG Portfolio Mortgage Loan requires a lender-controlled lockbox account, which is already in place. The borrower has directed all tenants to pay their rents and all credit card companies under merchant agreements to pay receipts directly into such lockbox account. Funds in the lockbox are transferred daily into the cash management account, where they are applied in accordance with the loan documents. All excess cash flow will be applied as follows (i) to the property improvement plan reserve account following loan closing until the renewal of the Holiday Inn DFW Airport South property franchise agreement and following the occurrence and continuance of a Franchise Trigger Event; (ii) to the excess cash flow subaccount during any other Cash Sweep Event (as defined below), and/or (iii) if no Cash Sweep Event period is continuing, excess funds are released to the Borrower.

 

Additionally, following the completion of all the property improvement for all the individual properties, the borrower may request any remaining property improvement reserve funds be released to the borrower provided that (i) no Cash Sweep Event period is continuing, and (ii) the debt yield for the SAVA Holdings IHG Portfolio Mortgage Loan is not less than 12.0%.

 

A “Cash Sweep Event” will commence upon the occurrence of (i) an event of default; (ii) any bankruptcy action of borrower, guarantor or property manager; (iii) a Cash Sweep DSCR Trigger Event (as defined below) or (iv) the occurrence of a Franchise Trigger Event. A Cash Sweep Event will expire, with respect to clause (i) when such event of default has been cured or waived; and with respect to clause (ii), when such bankruptcy petition has been discharged, stayed, or dismissed within 30 days of such filing among other conditions for the borrower or guarantor and within 120 days for the property manager. Clause (ii) may also be cured when the borrower has replaced the property manager with a qualified property manager acceptable to the lender. Clause (iii) may be cured, once the trailing 12-month amortizing net operating income debt service coverage ratio (based on the current amortization schedule) is greater than 1.15x for two consecutive quarters or the date on which the low debt service coverage ratio cure shall have occurred, among other conditions. Clause (iv) may be cured if the Cash Sweep Event is caused solely by the occurrence by a Franchise Trigger Event (as defined below), which may be cured by the occurrence of the applicable Franchise Trigger Event cure (as defined below).

 

A “Cash Sweep DSCR Trigger Event” occurs upon any date the amortizing net operating income debt service coverage ratio based on the trailing 12-month period immediately preceding the date of such determination, is less than 1.15x.

 

A “Franchise Trigger Event” will occur (i) twelve months prior to the applicable expiration date under the franchise agreement; (ii) any failure to complete any property improvement plan work for the Candlewood Suites DFW South property or the Staybridge Suites Plano property by the earlier of (a) the date required by the franchisor and (b) the date that is twelve months after the origination date, and (iii) for the Holiday Inn DFW Airport South property (a) by the date required by the franchisor, or (b) from and after the origination date until the cure of a Cash Sweep Event.

 

A Franchise Trigger Event will expire, if the lender has received an acceptable comfort letter from the franchisor and, (A) with respect clause (i), (ii) or (iii) borrower has entered into an extension of the existing franchise agreement or a new franchise agreement has been executed with franchisor or a replacement franchisor acceptable to the lender and all related property improvement plan requirements have been completed and paid in full or (B) with respect to clause (ii) all related property improvement plan work being completed and paid in full.

 

Property Management. The SAVA Holdings IHG Portfolio Properties are managed by Aquila Lodging, LLC an affiliate of the borrower.

 

Assumption. The borrower has a right to transfer the SAVA Holdings IHG Portfolio Properties, provided that no event of default has occurred and is continuing and certain other conditions are satisfied, including (i) the lender’s reasonable determination that the proposed transferee and guarantor satisfy the lender’s credit review and underwriting standards, taking into consideration transferee experience, financial strength and general business standing; (ii) execution of a recourse guaranty and an environmental indemnity by an affiliate of the transferee; and (iii) if requested by the lender, rating agency confirmation from Fitch, KBRA and Moody’s that the transfer will not result in a downgrade, withdrawal or qualification of the respective ratings assigned to the Series 2017-C40 Certificates.

 

Partial Release. Following the second anniversary of the issuance of the WFCM Series 2017-C40 Certificates and prior to June 6, 2027, the borrowers are permitted to obtain the release of one or more individual properties in connection with a partial defeasance, subject to certain conditions, including (i) no event of default has occurred and is continuing; (ii) delivery of defeasance collateral in an amount equal to 120.0% of the released property’s original allocated loan balance; (iii) the amortizing debt service coverage ratio (based upon the trailing 12-month period immediately preceding the date of such determination) with respect to the remaining properties will be no less than the greater of (a) 1.94x and (b) the amortizing debt service coverage ratio immediately prior to the release; and (iv) the loan to value ratio with respect to the remaining properties will be no greater than the lesser of (a) 57.0% and (b) the loan to value ratio immediately prior to the release.

 

Real Estate Substitution. Not permitted.

 

Subordinate and Mezzanine Indebtedness. Not permitted.

 

Ground Lease. None.

 

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.

 

  31 

 

 

SAVA HOLDINGS IHG PORTFOLIO

 

Terrorism Insurance. The loan documents require that the “all risk” insurance policy required to be maintained by the borrowers provide coverage for terrorism in an amount equal to the full replacement cost of the SAVA Holdings IHG Portfolio 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 12-month extended period of indemnity.

 

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.

 

  32 

 

 

No. 5 – Wilshire Pacific Plaza
 
Loan Information   Property Information
Mortgage Loan Seller: Wells Fargo Bank, National Association   Single Asset/Portfolio: Single Asset

Credit Assessment 

(Fitch/KBRA/Moody’s): 

NR/NR/NR   Property Type: Office
Original Principal Balance: $32,850,000   Specific Property Type: Suburban
Cut-off Date Balance: $32,850,000   Location: Los Angeles, CA
% of Initial Pool Balance: 4.6%   Size: 107,737 SF
Loan Purpose: Refinance   Cut-off Date Balance Per SF: $304.91
Borrower Names(1): Various   Year Built/Renovated: 1974/2010
Borrower Sponsors: Bruce Abrams; Robert Hanasab; Paul Minoo; Robert Hanasab as trustee of the Robert Hanasab Trust   Title Vesting: Fee
Mortgage Rate: 4.100%   Property Manager: Self-managed
Note Date: August 30, 2017   4th Most Recent Occupancy (As of): 81.0% (12/31/2014)
Anticipated Repayment Date: NAP   3rd Most Recent Occupancy (As of): 78.0% (12/31/2015)
Maturity Date: September 11, 2027   2nd Most Recent Occupancy (As of): 81.0% (12/31/2016)
IO Period: 120 Months   Current Occupancy (As of): 92.7% (9/1/2017)
Loan Term (Original): 120 months      
Seasoning: 1 month   Underwriting and Financial Information:
Amortization Term (Original): NAP   4th Most Recent NOI(3): NAV
Loan Amortization Type: Interest-only, Balloon   3rd Most Recent NOI (As of): $2,395,745 (12/31/2015)
Interest Accrual Method: Actual/360   2nd Most Recent NOI (As of): $2,520,352 (12/31/2016)
Call Protection: L(25),D(90),O(5)   Most Recent NOI (As of)(4): $2,888,235 (TTM 7/31/2017)
Lockbox Type: Springing   U/W Revenues: $4,696,734
Additional Debt: None   U/W Expenses: $1,265,398
Additional Debt Type: NAP   U/W NOI(4): $3,431,335
      U/W NCF: $3,298,854
      U/W NOI DSCR: 2.51x
Escrows and Reserves(2):     U/W NCF DSCR: 2.42x
Type: Initial Monthly Cap (If Any)   U/W NOI Debt Yield: 10.4%
Taxes $257,898 $42,983 NAP   U/W NCF Debt Yield: 10.0%
Insurance $0 Springing NAP   As-Is Appraised Value: $59,000,000
Replacement Reserves $0 $2,243 $80,730   As-Is Appraisal Valuation Date: July 18, 2017
TI/LC Reserve $500,000 $13,455 $500,000   Cut-off Date LTV Ratio: 55.7%
Rent Concession Reserve $122,576 $0 NAP   LTV Ratio at Maturity or ARD: 55.7%
             
               
(1)See “The Borrowers” section.

(2)See “Escrows” section.

(3)Historical operating history is not available as the borrower acquired the property in 2014 and such information was not provided by the seller.

(4)See “Cash Flow Analysis” section.

 

The Mortgage Loan. The mortgage loan (the “Wilshire Pacific Plaza Mortgage Loan”) is evidenced by a single promissory note secured by a first mortgage encumbering an office building located in Los Angeles, California (the “Wilshire Pacific Plaza Property”). The Wilshire Pacific Plaza Mortgage Loan was originated on August 30, 2017 by Wells Fargo Bank, National Association. The Wilshire Pacific Plaza Mortgage Loan had an original principal balance of $32,850,000, has an outstanding principal balance as of the Cut-off Date of $32,850,000 and accrues interest at an interest rate of 4.100% per annum. The Wilshire Pacific Plaza Mortgage Loan had an initial term of 120 months, has a remaining term of 119 months as of the Cut-off Date and requires interest-only payments through the loan term. The Wilshire Pacific Plaza Mortgage Loan matures on September 11, 2027.

 

Following the lockout period, the borrower has the right to defease the Wilshire Pacific Plaza Mortgage Loan in whole, but not in part, on any date before May 11, 2027. In addition, the Wilshire Pacific Plaza Mortgage Loan is prepayable without penalty on or after May 11, 2027.

 

Sources and Uses

 

Sources         Uses      
Original loan amount $32,850,000   100.0%   Loan payoff $25,583,228    77.9%
          Upfront reserves 880,474   2.7
          Closing costs 271,864   0.8
          Return of equity 6,114,434    18.6
Total Sources $32,850,000   100.0%   Total Uses $32,850,000   100.0%

 

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.

 

  33 

 

 

WILSHIRE PACIFIC PLAZA

 

 

The Property. The Wilshire Pacific Plaza Property comprises a six-story office building totaling 107,737 square feet of rentable area and located in the Brentwood District of West Los Angeles, California, approximately 14.0 miles west of the Los Angeles central business district (“CBD”). Built in 1974 and renovated in 2010, the Wilshire Pacific Plaza Property is situated on a 0.8-acre parcel that also includes a three-level subterranean parking garage. The 2010 renovation totaled approximately $4.2 million and consisted of significant interior and exterior upgrades, including a modern glass façade on the ground floor, elevator modernization, completely renovated lobby and upgrades to the common areas and outdoor plaza. The Wilshire Pacific Plaza Property has a diverse tenant base, which includes medical offices, dental offices, law firms, private equity firms, and a ground floor bank branch. The Wilshire Pacific Plaza Property features 45 surface parking spaces and 169 parking spaces in the below-grade parking structure, resulting in 214 total parking spaces and a parking ratio of 2.0 spaces per 1,000 square feet of net rentable area. As of September 1, 2017, the Wilshire Pacific Plaza Property was 92.7% occupied by 48 tenants.

 

The largest tenant at the Wilshire Pacific Plaza Property is Open Road Films, LLC (“Open Road Films”), which is headquartered at the property (11.8% of net rentable area; 12.1% of underwritten base rent). Open Road Films is a leading independent motion picture company that was founded in 2011 by AMC Entertainment Inc. and Regal Entertainment Group, the two largest theatrical exhibition companies in the United States. The company is known as a filmmaker-focused distributor that supports both box office hits and top prestige titles. Other than Open Road Films, no tenant accounts for more than 7.5% of the total net rentable area or 7.8% of total rent.

 

The following table presents certain information relating to the tenancy at the Wilshire Pacific Plaza Property:

 

Major Tenants

 

Tenant Name Credit Rating (Fitch/Moody’s/
S&P)(1)
Tenant NRSF % of
NRSF
Annual U/W Base Rent PSF(2) Annual
U/W Base Rent(2)
% of Total Annual U/W Base Rent Lease
Expiration
Date
               
Major Tenants              
Open Road Films NR/NR/NR 12,740 11.8%  $39.51  $503,361 12.1% 7/31/2018(3)
Atkins North America(4) NR/NR/BBB 8,049 7.5%  $40.44  $325,502 7.8% 3/31/2019
Biren Law Group NR/NR/NR 5,062 4.7%  $43.80  $221,716 5.3% 4/30/2028
American Bullion, LLC NR/NR/NR 4,726 4.4%  $36.00  $170,136 4.1% 10/31/2018
Cramer & Tynan, LLP NR/NR/NR 3,748 3.5% $34.80 $130,430 3.1% 7/31/2020
Total Major Tenants 34,325 31.9% $39.36 $1,351,145 32.4%  
               
Non-Major Tenants   65,504 60.8% $42.95 $2,813,071 67.6%  
               
Occupied Collateral Total 99,829 92.7% $41.71 $4,164,216 100.0%  
               
Vacant Space   7,908 7.3%        
               
Collateral Total 107,737 100.0%        
               

 

(1)Certain ratings are those of the parent company whether or not the parent company guarantees the lease.

(2)Annual U/W Base Rent PSF and Annual U/W Base Rent include contractual rent steps through September 2018 of $102,226.

(3)Open Road Films has two, five-year renewal options.

(4)Atkins North America subleases its 8,049 square foot space to OmniForce, LLC, which pays $23.40 per square foot and has a lease expiration date of March 31, 2019, which is coterminous with Atkins North America’s lease. The appraisal concluded to a market rent of $44.40 per square foot for this 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.

 

  34 

 

 

WILSHIRE PACIFIC PLAZA

 

 

The following table presents certain information relating to the lease rollover schedule at the Wilshire Pacific Plaza 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
Base Rent
% of Total Annual U/W Base Rent Annual
 U/W
Base Rent
 PSF(2)
MTM 5 1,087 1.0% 1,087 1.0% $28,500 0.7% $26.22
2017 2 2,554 2.4% 3,641 3.4% $95,795 2.3% $37.51
2018 14 29,841 27.7% 33,482 31.1% $1,116,820 26.8% $37.43
2019 9 14,193 13.2% 47,675 44.3% $577,478 13.9% $40.69
2020 3 7,681 7.1% 55,356 51.4% $299,200 7.2% $38.95
2021 9 19,384 18.0% 74,740 69.4% $898,290 21.6% $46.34
2022 4 6,444 6.0% 81,184 75.4% $291,915 7.0% $45.30
2023 5 5,867 5.4% 87,051 80.8% $259,033 6.2% $44.15
2024 0 0 0.0% 87,051 80.8% $0 0.0% $0.00
2025 2 2,739 2.5% 89,790 83.3% $135,412 3.3% $49.44
2026 0 0 0.0% 89,790 83.3% $0 0.0% $0.00
2027 2 1,382 1.3% 91,172 84.6% $70,948 1.7% $51.34
Thereafter 2 8,657 8.0% 99,829 92.7% $390,824 9.4% $45.15
Vacant 0 7,908 7.3% 107,737 100.0% $0 0.0% $0.00
Total/Weighted Average 57(3) 107,737 100.0%     $4,164,216 100.0% $41.71

 

(1)Information obtained from the underwritten rent roll.

(2)Weighted Average Annual U/W Base Rent PSF excludes vacant space.

(3)The Wilshire Pacific Plaza Property is occupied by 48 tenants operating on 57 leases.

 

The following table presents historical occupancy percentages at the Wilshire Pacific Plaza Property:

 

Historical Occupancy

 

12/31/2014(1)

12/31/2015(1)

12/31/2016(1)

9/1/2017(2) 

81.0% 78.0% 81.0% 92.7%

 

(1)Information obtained from historical occupancy report

(2)Information obtained from the underwritten rent roll.

 

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 Wilshire Pacific Plaza Property:

 

Cash Flow Analysis

 

   2015  2016  TTM 7/31/2017  U/W  % of U/W Effective Gross Income 

U/W $

per SF

 
Base Rent(1)  $3,151,318  $3,179,463  $3,495,462  $4,164,216  88.7%  $38.65  
Grossed Up Vacant Space  0  0  0  351,115  7.5     3.26  
Total Reimbursables  184,143  183,878  188,887  107,359  2.3     1.00  
Other Income(2)  19,582  17,523  12,823  10,308  0.2     0.10  
Parking Income(3)  338,053  400,583  502,887  515,268  11.0     4.78  
Less Vacancy & Credit Loss 

0

 

0

 

0

 

(451,533)(4)

 

(9.6)   

 

(4.19)

 
Effective Gross Income  $3,693,096  $3,781,447  $4,200,059  $4,696,734  100.0%  $43.59  
                     
Total Operating Expenses  $1,297,352  $1,261,095  $1,311,824  $1,265,398  26.9%  $11.75  
                     
Net Operating Income  $2,395,745  $2,520,352  $2,888,235  $3,431,335  73.1%  $31.85  
 TI/LC  0  0  0  110,934  2.4     1.03  
 Replacement Reserves 

0

 

0

 

0

 

21,547

 

0.5   

 

0.20

 
Net Cash Flow  $2,395,745  $2,520,352  $2,888,235  $3,298,854  70.2%  $30.62  
                     
NOI DSCR  1.75x  1.85x  2.12x  2.51x        
NCF DSCR  1.75x  1.85x  2.12x  2.42x        
NOI DY  7.3%  7.7%  8.8%  10.4%        
NCF DY  7.3%  7.7%  8.8%  10.0%        

 

(1)The increase in Base Rent from TTM 7/31/2017 to U/W is due to new leases totaling $579,765 and contractual rent steps through September 2018 totaling $102,226.

(2)Other Income consists of signage income, late charges, key fees, and miscellaneous income.

(3)Parking Income is based on the garage income of $311,268 for the period TTM July 31, 2017 plus the $17,000 per month rental rate of United Valet Parking to operate the surface parking lot.

(4)The underwritten economic vacancy is 10.0%. The Wilshire Pacific Plaza Property was 92.7% physically occupied as of September 1, 2017.

 

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.

 

  35 

 

 

WILSHIRE PACIFIC PLAZA

 

 

Appraisal. As of the appraisal valuation date of July 18, 2017, the Wilshire Pacific Plaza Property had an “as-is” appraised value of $59,000,000.

 

Environmental Matters. According to the Phase I environmental report dated July 25, 2017, there was no evidence of any recognized environmental conditions at the Wilshire Pacific Plaza Property.

 

Market Overview and Competition. The Wilshire Pacific Plaza Property is located in the Brentwood District of West Los Angeles, California, approximately 2.2 miles east of Santa Monica, 4.8 miles west of Beverly Hills, 9.3 miles north of the Los Angeles International Airport, and 14.0 miles west of the Los Angeles CBD. Access to the neighborhood is provided by Wilshire Boulevard, the primary east-west roadway and main commercial corridor in the area, which runs from Santa Monica to the west and downtown Los Angeles to the east. Additionally, the Wilshire Pacific Plaza Property is located two blocks north of Santa Monica Boulevard, which serves most neighborhoods of West Los Angeles and runs east to downtown Los Angeles. The Wilshire Pacific Plaza Property is also located 1.5 miles west of Interstate-405 (the primary north-south thoroughfare in the region) and 3.5 miles north of Interstate-10 (the primary east-west thoroughfare in the region). Interstate-405 and Interstate-10 provide access to the Wilshire Pacific Plaza Property from all outlying areas of Los Angeles.

 

According to the appraisal, the Brentwood District is recognized as one of the most prestigious and desirable commercial and residential markets in Los Angeles. According to the appraisal, the Wilshire Pacific Plaza Property has a prominent location within the Brentwood District along Wilshire Boulevard, and has good visibility, as well as convenient access to Santa Monica, Westwood, and numerous west Los Angeles submarkets. The estimated 2016 population within a one-, three- and five-mile radius of the Wilshire Pacific Plaza Property was 44,421, 267,265, 507,174, respectively; and the estimated 2016 average household income within the same radii was $113,545, $128,399 and $128,394, respectively.

 

According to a third party market research report, the Wilshire Pacific Plaza Property is located in the Brentwood office submarket, which is part of the West Los Angeles office submarket cluster. As of the second quarter of 2017, the Brentwood submarket was comprised of 67 buildings totaling 4.2 million square feet and reported an 8.2% vacancy rate and an average asking rent of $46.69 per square foot gross.

 

The following table presents certain information relating to comparable office leases for the Wilshire Pacific Plaza Property:

 

Comparable Leases(1)

 

Property Name/Location Year Built/ Renovated Stories Total GLA (SF)

Total 

Occupancy

Distance from Subject Tenant Name Lease Date/Term (Months) Lease Area (SF) Annual Base Rent PSF Lease Type

Wells Fargo Center 

Brentwood, CA 

1983 25 500,475 88.1% 0.9 mile NAV

Q3 2017 /

80 Months

4,182 $45.00 FSG

Wilshire Landmark II 

Los Angeles, CA 

1989 17 412,944 94.0% 0.6 mile NAV

Q2 2016 /

 60 Months

4,932 $43.20 FSG

Wilshire Landmark I 

Los Angeles, CA 

1986 24 328,331 92.8% 0.6 mile NAV

Q4 2016 / 

39 Months 

5,727 $56.40 FSG

12100 Wilshire

Los Angeles, CA 

1985 19 365,000 82.7% 0.1 mile NAV

Q1 2017 / 

61 Months

3,793 $48.72 FSG
Wilshire Brentwood Plaza 1985 15 500,475 89.7% 0.1 mile NAV

Q2 2016 / 

96 Months 

15,413 $43.80 FSG

Gateway LA 

Los Angeles, CA 

1986 14 147,815 92.6% 0.1 mile NAV

Q2 2017 / 

42 Months 

2,994 $42.00 FSG
(1)Information obtained from the appraisal and third party market research reports.

 

The Borrowers. The borrowers comprise five tenants-in-common: 12301 Wilshire Building I, LLC; 12301 Wilshire Building II, LLC; Ekeve I Investment, LLC; Ekeve II Investment, LLC; and One Wilshire Pacific Holdings, LLC. 12301 Wilshire Building I, LLC and 12301 Wilshire Building II, LLC, each of which are California limited liability companies; and Ekeve I Investment, LLC, Ekeve II Investment, LLC, and One Wilshire Pacific Holdings, LLC, each of which are Delaware limited liability companies. Each tenant-in-common is a single purpose entity, and the managing members of each tenant-in-common are the guarantors of certain nonrecourse carveouts under the Wilshire Pacific Plaza Mortgage Loan.

 

The Borrower Sponsors. The borrower sponsors are Bruce Abrams, Paul Minoo, Robert Hanasab, and Robert Hanasab as trustee of the Robert Hanasab Trust. Bruce Abrams founded the Sunrise Real Estate Group, LLC, a privately-held commercial real estate company based in Los Angeles. Robert Hanasab oversees all aspects of operations for Robhana Inc. and M & Y Management, which owns and/or manages over 2,000,000 square feet of commercial real estate and 50 apartment units, and Partners Capital, which specializes in deal sourcing, acquisitions and asset management. Paul Minoo is the president of 4M Investment Corp, a private equity investment firm based in Los Angeles.

 

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.

 

  36 

 

 

WILSHIRE PACIFIC PLAZA

 

 

Escrows. The loan documents provide for upfront reserves of $257,898 for real estate taxes, $500,000 for tenant improvements and leasing commissions (“TI/LC”), and $122,576 for outstanding rent concessions related to multiple leases. The loan documents also provide for ongoing monthly reserves of $42,983 for real estate taxes, $2,243 for replacement reserves (subject to a cap of $80,730), and $13,455 for TI/LC (subject to a cap of $500,000, which will be increased to $1.15 million during a Cash Trap Event Period (as defined below) if the borrower deposits $800,000 in cash or provides a letter of credit in the amount of $800,000). The loan documents do not require monthly escrows for insurance premiums as long as (i) no event of default has occurred and is continuing; (ii) the Wilshire Pacific Plaza Property is insured under an acceptable blanket insurance policy; and (iii) the borrower provides the lender with evidence of renewal of the policies and timely proof of the payment of insurance premiums.

 

Lockbox and Cash Management. Upon the occurrence and continuance of a Cash Trap Event Period, the borrower will be required to establish a lender-controlled lockbox account and direct all tenants to deposit all rents directly into such lockbox account. During a Cash Trap Event Period, all excess cash flow after payment of all sums due and payable under the Wilshire Pacific Plaza Mortgage Loan documents and all operating expenses will be retained by the lender.

 

A “Cash Trap Event Period” will commence upon (i) the occurrence and continuance of an event of default or (ii) the amortizing debt service coverage ratio (based on a hypothetical 30-year amortization period) being less than 1.10x (equivalent to a 1.53x debt service coverage ratio on an interest-only basis) at the end of any quarter. A Cash Trap Event Period will end, with respect to clause (i), upon the cure of such event of default and with respect to clause (ii), upon (a) the amortizing debt service coverage ratio (based on a hypothetical 30-year amortization period) being at least 1.15x (equivalent to a 1.60x debt service coverage ratio on an interest-only basis) for two consecutive calendar quarters, or (b) the date in which the borrowers deposit $800,000 in the leasing reserve or deliver to the lender a letter of credit in the amount of $800,000, provided no event of default has occurred and is continuing.

 

Property Management. The Wilshire Pacific Plaza Property is managed by an affiliate of the borrower.

 

Assumption. The borrower has the two-time right to transfer the Wilshire Pacific Plaza Property, provided that certain conditions are satisfied, including (i) no event of default has occurred and is continuing; (ii) the lender has reasonably determined that the proposed transferee and guarantor satisfy the lender’s credit review and underwriting standards, taking into consideration the transferee’s experience, financial strength and general business standing; and (iii) if required by the lender, rating agency confirmation from Fitch, KBRA and Moody’s that the transfer will not result in a downgrade, withdrawal or qualification of the respective ratings assigned to the Series 2017-C40 Certificates.

 

Partial Release. Not permitted.

 

Real Estate Substitution. Not permitted.

 

Subordinate and Mezzanine Indebtedness. Not permitted.

 

Ground Lease. None.

 

Terrorism Insurance. The loan documents require that the “all risk” insurance policy required to be maintained by the borrower provide coverage for terrorism in an amount equal to the full replacement cost of the Wilshire Pacific Plaza Property (provided that the borrower is not required to pay terrorism insurance premiums in excess of two times the premium for all risk and business interruption coverage if the Terrorism Risk Insurance Program Reauthorization Act is no longer in effect). The loan documents also require business interruption insurance covering no less than the 18-month period following the occurrence of a casualty event, together with a six-month extended period of indemnity.

 

Earthquake Insurance. The loan documents do not require earthquake insurance. The seismic report indicated a probable maximum loss of 17.0% for the Wilshire Pacific Plaza 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.

 

  37 

 

 

No. 6 - Pinnacle Medical Plaza
 
Loan Information   Property Information
Mortgage Loan Seller: Wells Fargo Bank, National Association   Single Asset/Portfolio: Single Asset

Credit Assessment 

(Fitch/KBRA/Moody’s): 

NR/NR/NR   Property Type: Office
Original Principal Balance: $29,000,000   Specific Property Type: Medical
Cut-off Date Balance: $29,000,000   Location: San Diego, CA
% of Initial Pool Balance: 4.1%   Size: 80,402 SF
Loan Purpose: Refinance   Cut-off Date Balance Per SF: $360.69
Borrower Name: LP Scripps Lot I LLC   Year Built/Renovated: 2008/NAP
Borrower Sponsor: Reza Paydar; Robert V. Lankford; Alex Roudi; JW Investments Trust; Lankford Family Trust; The Zayanderoudi Family Trust   Title Vesting: Fee
Mortgage Rate: 4.300%   Property Manager: Self-managed
Note Date: August 30, 2017   4th Most Recent Occupancy (As of): 84.0% (12/31/2013)
Anticipated Repayment Date: NAP   3rd Most Recent Occupancy (As of): 88.0% (12/31/2014)
Maturity Date: September 11, 2027   2nd Most Recent Occupancy (As of): 100.0% (12/31/2015)
IO Period: 120 months   Most Recent Occupancy (As of): 100.0% (12/31/2016)
Loan Term (Original): 120 months   Current Occupancy (As of): 100.0% (8/1/2017)
Seasoning: 1 month    
Amortization Term (Original): NAP   Underwriting and Financial Information:
Loan Amortization Type: Interest-only, Balloon      
Interest Accrual Method: Actual/360   4th Most Recent NOI (As of)(2): $1,647,903 (12/31/2014)
Call Protection: L(25),D(91),O(4)   3rd Most Recent NOI (As of)(2): $2,318,062 (12/31/2015)
Lockbox Type: Springing   2nd Most Recent NOI (As of): $2,740,438 (12/31/2016)
Additional Debt: None   Most Recent NOI (As of): $2,794,493 (TTM 4/30/2017)
Additional Debt Type: NAP      
         
      U/W Revenues: $3,668,639
      U/W Expenses: $862,149
          U/W NOI: $2,806,490
          U/W NCF: $2,627,524
          U/W NOI DSCR: 2.22x
Escrows and Reserves(1):         U/W NCF DSCR: 2.08x
          U/W NOI Debt Yield: 9.7%
Type: Initial Monthly Cap (If Any)   U/W NCF Debt Yield: 9.1%
Taxes $187,218 $31,203 NAP   As-Is Appraised Value:  $49,950,000
Insurance $0 Springing NAP   As-Is Appraisal Valuation Date:  May 24, 2017
TI/LC Reserve $0 $6,700 $250,000(1)   Cut-off Date LTV Ratio:  58.1%
Replacement Reserves $0 $1,340 $50,000(1)   LTV Ratio at Maturity:  58.1%
             
               
(1)See “Escrow” section.

(2)See “Cash Flow Analysis” section.

 

The Mortgage Loan. The mortgage loan (the “Pinnacle Medical Plaza Mortgage Loan”) is evidenced by a promissory note secured by a first mortgage encumbering a class A medical office property located in San Diego, California (“Pinnacle Medical Plaza Property”). The Pinnacle Medical Plaza Mortgage Loan was originated on August 30, 2017 by Wells Fargo Bank, National Association. The Pinnacle Medical Plaza Mortgage Loan had an original principal balance of $29,000,000, has an outstanding principal balance as of the Cut-off Date of $29,000,000 and accrues interest at an interest rate of 4.300% per annum. The Pinnacle Medical Plaza Mortgage Loan had an initial term of 120 months, has a remaining term of 119 months as of the Cut-off Date and requires interest-only payments through the loan term. The Pinnacle Medical Plaza Mortgage Loan matures on September 11, 2027.

 

Following the lockout period, the borrower has the right to defease Pinnacle Medical Plaza Mortgage Loan in whole, but not in part, on any date before June 11, 2027. In addition, the Pinnacle Medical Plaza Mortgage Loan is prepayable without penalty on or after June 11, 2027.

 

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.

 

  38 

 

 

PINNACLE MEDICAL PLAZA

 

Sources and Uses

 

Sources         Uses      
Original Mortgage Loan amount $29,000,000   100.0%   Loan payoff $25,632,152    88.5%
          Reserves 187218   0.6
          Closing costs 717,482   2.5
          Return of equity 2,463,148   8.5
Total Sources $29,000,000   100.0%   Total Uses $29,000,000   100.0%  

 

The Property. The Pinnacle Medical Plaza Property is a two-story, class A medical office building totaling 80,402 square feet located in San Diego, California, approximately 18.0 miles northeast of the San Diego central business district. The Pinnacle Medical Plaza Property was built by the sponsor in 2008 and is situated on a 9.8-acre site including 402 surface parking spaces, resulting in a parking ratio of 5.0 spaces per 1,000 square feet of rentable area. Since construction, the sponsor has invested approximately $6.5 million ($81 per square foot) of capital improvements into the Pinnacle Medical Plaza Property, consisting primarily of dentistry and medical office build-outs. As of August 1, 2017, Pinnacle Medical Plaza Property was 100.0% occupied by nine tenants.

 

The largest tenant at the Pinnacle Medical Plaza Property is Sharp Health Care (“Sharp”; rated ‘Aa3’/’AA-’ by Moody’s/S&P), a not-for-profit regional health care delivery system headquartered in San Diego, California. Sharp initially signed a 10-year lease for 41,896 square feet in 2008 and expanded three times in 2012, 2015 and 2016. Sharp currently occupies 62,710 square feet at the Pinnacle Medical Plaza Property, representing 78.0% of the net rentable area and 79.7% of the underwritten base rent. The Sharp network includes four acute-care hospitals, three specialty hospitals and three affiliated medical groups with a total of 3,135 beds. In total, Sharp has more than 18,000 employees, including 2,600 physicians on staff and more than 1,500 physicians in affiliated medical groups. Sharp offers 36 diversified services and programs such as cancer treatment, heart and vascular care, orthopedics, mental health and pregnancy/childbirth. At the Pinnacle Medical Plaza Property, Sharp offers services in various fields, including pediatrics, OB/GYN, family medicine, gastroenterology, urology, dermatology and neurology, among others.

 

Sharp has successfully increased revenues from approximately $1.8 billion in 2006 to $3.4 billion in 2015, representing a compounded annual growth rate of approximately 6.6%. The Pinnacle Medical Plaza Property is located within 13.0 miles of three Sharp Hospitals totaling over 1,000 beds: Sharp Memorial Hospital (656 beds), Sharp Mary Birch Hospital for Women & Newborns (206 beds) and Sharp Mesa Vista Hospital (158 beds).

 

The following table presents certain information relating to the tenancy at Pinnacle Medical Plaza Property:

 

Major Tenants

 

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
               
Major Tenants              
Sharp NR/Aa3/AA- 62,710 78.0% $38.39(1) $2,407,495(1) 79.7% 11/30/2027(2) 
San Diego Surgical Arts NR/NR/NR 3,859 4.8% $29.50 $113,855 3.8% 9/30/2028(3) 
Home Dialysis Therapies NR/NR/NR 2,988 3.7% $33.09 $98,873 3.3% 12/31/2024(4) 
Total Major Tenants 69,557 86.5% $37.67 $2,620,223 86.8%  
               
Non-Major Tenants 10,845 13.5% $36.82 $399,366 13.2%  
             
Occupied Collateral Total 80,402 100.0% $37.56 $3,019,589 100.0%  
               
Vacant Space   0 0.0%        
               
Collateral Total 80,402 100.0%        
               
  
(1)Sharp’s Annual U/W Base Rent represents its average rent over the term of the Pinnacle Medical Plaza Mortgage Loan. Sharp has a current Annual U/W Base Rent of $34.76 per square foot.

(2)Sharp has three, five-year renewal options.

(3)San Diego Surgical Arts has two, five-year renewal options.

(4)Home Dialysis Therapies has 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.

 

  39 

 

 

PINNACLE MEDICAL PLAZA

 

The following table presents certain information relating to the lease rollover schedule at Pinnacle Medical Plaza 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
Base Rent
% of Total Annual U/W Base Rent Annual
 U/W
Base Rent
 PSF
MTM 1 55 0.1% 55 0.1% $0 0.0% $0.00
2017 0 0 0.0% 55 0.1% $0 0.0% $0.00
2018 1 1,999 2.5% 2,054 2.6% $79,160 2.6% $39.60
2019 0 0 0.0% 2,054 2.6% $0 0.0% $0.00
2020 1 1,037 1.3% 3,091 3.8% $41,065 1.4% $39.60
2021 2 4,102 5.1% 7,193 8.9% $141,519 4.7% $34.50
2022 0 0 0.0% 7,193 8.9% $0 0.0% $0.00
2023 1 2,004 2.5% 9,197 11.4% $72,361 2.4% $36.11
2024 1 2,988 3.7% 12,185 15.2% $98,873 3.3% $33.09
2025 1 1,648 2.0% 13,833 17.2% $65,261 2.2% $39.60
2026 0 0 0.0% 13,833 17.2% $0 0.0% $0.00
2027 2 62,710 78.0% 76,543 95.2% $2,407,495 79.7% $38.39
Thereafter 1 3,859 4.8% 80,402 100.0% $113,855 3.8% $29.50
Vacant 0 0 0.0% 80,402 100.0% $0 0.0% $0.00
Total/Weighted Average 11 80,402 100.0%     $3,019,589 100.0% $37.56
   
(1)Information obtained from the underwritten rent roll.

 

The following table presents historical occupancy percentages at Pinnacle Medical Plaza Property:

 

Historical Occupancy

 

12/31/2013(1) 

12/31/2014(1) 

12/31/2015(1) 

12/31/2016(1) 

8/1/2017(2) 

84.0% 88.0% 100.0% 100.0% 100.0%

 

(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 historical operating performance and the underwritten net cash flow at Pinnacle Medical Plaza Property:

 

Cash Flow Analysis

 

   2014(1)  2015(1)  2016  TTM
4/30/2016
  U/W  % of U/W
Effective
Gross
Income
  U/W $
per SF
 
Base Rent  $1,808,323  $2,370,642  $2,756,182  $2,761,912  $2,864,324(2)  78.1%  $35.63  
Grossed Up Vacant Space  0  0  0  0  155,264(3)  4.2  1.93  
Total Reimbursables  605,543  788,884  857,654  872,118  804,315  21.9  10.00  
Other Income  60  95  0  19,112  0  0.0  0.00  
Less Vacancy & Credit Loss 

0

 

0

 

0

 

0

 

(155,264)(3)

 

(4.2)

 

(1.93)

 
Effective Gross Income  $2,413,926  $3,159,621  $3,613,836  $3,653,142  $3,668,639  100.0%  $45.63  
                        
Total Operating Expenses  $766,023  $841,559  $873,398  $858,649  $862,149  23.5%  $10.72  
                        
Net Operating Income  $1,647,903  $2,318,062  $2,740,438  $2,794,493  $2,806,490  76.5%  $34.91  
TI/LC  0  0  0  0  162,885  4.4  2.03  
Capital Expenditures 

0

 

0

 

0

 

0

 

16,080

 

0.4

 

0.20

 
Net Cash Flow  $1,647,903  $2,318,062  $2,740,438  $2,794,493  $2,627,524  71.6%  $32.68  
                        
NOI DSCR  1.30x  1.83x  2.17x  2.21x  2.22x        
NCF DSCR  1.30x  1.83x  2.17x  2.21x  2.08x        
NOI DY  5.7%  8.0%  9.4%  9.6%  9.7%        
NCF DY  5.7%  8.0%  9.4%  9.6%  9.1%        

 

(1)The Net Operating Income increased from 2014 to 2015 because Sharp received 18 months of 50.0% rent abatement following its expansion in 2012. In addition, San Diego Surgical Arts began its lease in 2014 and was provided 10 months of rental abatements.

(2)U/W Base Rent includes Sharp’s average rent over the term of the Pinnacle Medical Plaza Mortgage Loan.

(3)The underwritten economic vacancy is 5.1%. The Pinnacle Medical Plaza Property was 100.0% physically occupied as of August 1, 2017.

 

Appraisal. As of the appraisal valuation date of May 24, 2017, Pinnacle Medical Plaza Property had an “as-is” appraised value of $49,950,000.

 

Environmental Matters. According to a Phase I environmental site assessment dated May 31, 2017, there was no evidence of any recognized environmental conditions at Pinnacle Medical Plaza Property.

 

Market Overview and Competition. The Pinnacle Medical Plaza Property is located in northern San Diego, California, approximately 17.9 miles northeast of the San Diego central business district, along Interstate-15. The Pinnacle Medical Plaza

 

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.

 

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PINNACLE MEDICAL PLAZA

 

Property is located in the 266-acre Scripps Ranch Business Park, which is part of the larger 4,365-acre Scripps Ranch master-planned community. Large corporate users within the Scripps Ranch Business Park include Lockheed, MedImpact, Hitachi, Mitchell International, and Paychex, among others. According to the appraisal, Pinnacle Medical Plaza Property is one of the few class A medical and dental office properties in the Scripps Ranch submarket. According to the appraisal, the 2016 estimated population within a one-, three- and five- mile radius of Pinnacle Medical Plaza Property was 12,651, 136,188 and 246,143, respectively; and the average household income within the same radii was $141,252, $122,604 and $123,871, respectively.

 

According to the appraisal, the Pinnacle Medical Plaza Property is located within the Central County area of the San Diego County Medical Office Building market. As of the first quarter of 2017, the Central County area comprised approximately 113 medical office properties totaling 4.0 million square feet with a 5.7% vacancy rate. The appraiser concluded to market rents for the Pinnacle Medical Plaza Property of $37.80 per square foot, triple-net, for all medical office space less than 10,000 square feet; and $33.00 per square foot, triple-net, for medical office space greater than 10,000 square feet. Overall, the appraiser concluded that the in-place rent at Pinnacle Medical Plaza Property is 0.1% below market levels.

 

The following table presents certain information relating to comparable medical office leases for Pinnacle Medical Plaza Property:

 

Comparable Leases(1)

 

 Property Name/Location Year Built/ Renovated Total GLA (SF) Total Occupancy Distance from Subject Tenant Name

Lease Date/ 

Term 

Lease Area (SF) Annual Base Rent PSF Lease Type

Genesee Plaza 

San Diego, CA 

1983/NAP 161,184 97% 10.5 miles Roy Davis, MD

Feb. 2017 / 

10.4 Years 

5,315 $45.00 Modified Gross

Genesee Plaza 

San Diego, CA 

1983/NAP 161,184 97% 10.5 miles Scripps Health

Feb. 2016 / 

4.0 Years 

6,957 $47.40 Modified Gross

Torrey Reserve 

San Diego, CA 

1999/NAP 10,774   71% 11.2 miles Rady Children’s Hospital

Feb. 2016 / 

5.0 Years 

7,612 $45.00 NNN
                   

Chancellor Park 

San Diego, CA 

1989/NAP 195,733 95% 10.1 miles UCSD Health

Mar. 2015 / 

10.0 Years 

34,316 $37.80 Modified Gross

Pacific Medical Plaza 

San Diego, CA 

2009/NAP 50,925 100% 8.6 miles UCSD MC/Family Practice

Dec. 2013 / 

10.0 Years 

17,794 $39.00 NNN

Lewis Medical Building 

San Diego, CA

1992/NAP 22,461 100% 15.9 miles Regents of the University of CA

Oct. 2015 / 

10.0 Years 

22,461 $34.20 NNN

University Pacific Center 

San Diego, CA

1986/NAP 51,367 63% 17.1 miles The Regents of UCSD

May. 2015 / 

10.0 Years 

15,601 $45.00 Modified Gross

 

(1)Information obtained from the appraisal.

 

The Borrower. The borrower is LP Scripps Lot I LLC, a Delaware limited liability company. Reza Paydar, Robert V. Lankford, Alex Roudi, JW Investments Trust, Lankford Family Trust and The Zayanderoudi Family Trust are the guarantors of certain nonrecourse carveouts under the Pinnacle Medical Plaza Mortgage Loan.

 

The Borrower Sponsors. The borrower sponsors are Reza Paydar, Robert V. Lankford, Alex Roudi, JW Investments Trust, Lankford Family Trust, and The Zayanderoudi Family Trust. Mr. Paydar is a founding partner of Interwest Capital Corporation (“ICC”). Established in 2003, ICC’s commercial real estate portfolio consists of over $700.0 million in assets including more than 4,000 multifamily units and 1,000 hotel rooms.

 

Escrows. The Pinnacle Medical Plaza Mortgage Loan documents provide for an upfront escrow at origination in the amount of $187,218 for real estate taxes. The Pinnacle Medical Plaza Mortgage Loan documents provide for ongoing monthly escrows of $31,203 for real estate taxes, $6,700 for tenant improvements and leasing commissions (subject to a cap of $250,000 so long as no event of default is continuing and the debt yield is no less than 7.0%), $1,340 for replacement reserves (subject to a cap of $50,000 so long as no event of default is continuing and the Pinnacle Medical Plaza Property is being adequately maintained as reasonably determined by the lender). The Pinnacle Medical Plaza Mortgage Loan documents do not require ongoing monthly escrows for insurance premiums as long as (i) no event of default has occurred and is continuing and (ii) the borrower provides the lender with evidence that the Pinnacle Medical Plaza Property’s insurance coverage is included in a blanket policy and such policy is in full force and effect and (iii) the borrower pays all applicable insurance premiums and provides the lender with evidence of renewals.

 

Lockbox and Cash Management. Upon the occurrence and during the continuance of a Cash Trap Event Period (as defined below), the Pinnacle Medical Plaza Mortgage Loan documents requires that the borrower establish a lockbox account and direct all tenants to deposit all rents directly into such lockbox account. Additionally, all revenues and other monies received by the borrower or property manager relating to the Pinnacle Medical Plaza Property will be deposited into the lockbox account. During a Cash Trap Event Period, all excess cash flow after payment of all sums due and payable under the Pinnacle Medical Plaza Mortgage Loan documents and all operating expenses will be retained 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.

 

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PINNACLE MEDICAL PLAZA

 

A “Cash Trap Event Period” will commence upon the earlier of (i) the occurrence and continuance of an event of default; (ii) the debt yield being less than 7.0% at the end of any calendar quarter; (iii) the date Sharp provides notice of its intention not to renew its lease or fails to exercise its extension option or renew its lease prior to May 31, 2025; (iv) the date that Sharp discontinues its business (i.e. “goes dark”) at the Pinnacle Medical Plaza Property; or (v) a decline in Sharp’s credit rating below ‘BBB-’ (or equivalent) by any of Fitch, Moody’s, S&P, Kroll, Morningstar or DBRS. A Cash Trap Event Period will end, with respect to clause (i), upon the cure of such event of default; with respect to clause (ii), upon the debt yield being equal to or greater than 7.0% for two consecutive calendar quarters; with respect to clause (iii), either (A) the occurrence of a Sharp Re-Tenanting Event (as defined below) or (B) the lender receiving satisfactory evidence that Sharp has exercised its extension or renewal option pursuant to the terms reasonably satisfactory to the lender; with respect to clause (iv), either (A) the occurrence of a Sharp Re-Tenanting Event (as defined below) or Sharp resuming its normal business operations at the Pinnacle Medical Plaza Property for two consecutive calendar quarters; and with respect to clause (v), upon the date the credit rating of Sharp has been restored to investment-grade by the relevant rating agencies. If the Cash Trap Event Period is continuing solely as a result of clause (iii) or clause (iv), then the sum of all excess cash flow held by the lender and the amount of funds then on deposit in the tenant improvements and leasing commissions reserve account is subject to a cap of $4,500,000 and all swept funds above the cap are required to be disbursed to the borrower.

 

A “Sharp Re-Tenanting Event” shall mean that the lender has received satisfactory evidence that the entire Sharp space has been leased to one or more satisfactory replacement tenants that have taken occupancy of the applicable space, are conducting normal business operations in such space and are paying full, unabated rent pursuant to the terms of a lease reasonably satisfactory to the lender under which all tenant improvement costs and leasing commissions have been paid or are adequately reserved for by the lender, such evidence to include, without limitation, a satisfactory estoppel from each such replacement tenant(s) affirming the foregoing.

 

Property Management. Pinnacle Medical Plaza Property is managed by an affiliate of the borrower.

 

Assumption. The borrower has the right to transfer the Pinnacle Medical Plaza Property provided that certain conditions are satisfied, including (i) no event of default under the Pinnacle Medical Plaza Mortgage Loan documents has occurred and is continuing; (ii) in the event that in connection with such transfer, the manager will not thereafter continue to manage the Pinnacle Medical Plaza Property, then a replacement management agreement with a qualified manager must be executed acceptable to the lender; (iii) the lender reasonably determines that the proposed transferee and guarantor satisfy the lender’s credit review and underwriting standards, taking into consideration the transferee’s experience, financial strength and general business standing; and (iv) if requested by the lender, rating agency confirmation from Fitch, KBRA and Moody’s that such assumption will not result in a downgrade, withdrawal or qualification of the respective ratings assigned to the WFCM 2017-C40 certificates.

 

Rights of First Offer. Sharp has continuing rights of first offer to purchase the Pinnacle Medical Plaza Property and lease available space at the Pinnacle Medical Plaza Property. A Subordination, Non-Disturbance and Attornment Agreement was entered into with Sharp, which states that the right of first offer does not apply to a foreclosure, including judicial and nonjudicial foreclosure and deed-in-lieu of foreclosure, but will apply to subsequent transfers.

 

Partial Release. Not permitted.

 

Real Estate Substitution. Not permitted.

 

Subordinate and Mezzanine Indebtedness. Not permitted.

 

Ground Lease. None.

 

Terrorism Insurance. The Pinnacle Medical Plaza Mortgage Loan documents require that the “all risk” insurance policy required to be maintained by the borrower provide coverage for terrorism in an amount equal to the full replacement cost of the Pinnacle Medical Plaza Property, as well as loss of rents and/or business interruption insurance for a period no less than 12 months following the occurrence of a casualty event together with a six-month extended period of indemnity.

 

Windstorm and Flood Insurance. The loan documents require windstorm and flood insurance covering the full replacement cost of Pinnacle Medical Plaza Property during the loan term. At the time of loan closing, Pinnacle Medical Plaza Property had windstorm insurance coverage and flood insurance in the maximum limit available under the National Flood Insurance Program together with excess coverage.

 

Earthquake Insurance. The loan documents do not require earthquake insurance. The seismic report indicated a probable maximum loss of 5.0% for the Pinnacle Medical Plaza 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.

 

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No. 7 – Winslow Bay Commons
 
Loan Information   Property Information
Mortgage Loan Seller: Wells Fargo Bank, National Association   Single Asset/Portfolio: Single Asset

Credit Assessment

(Fitch/KBRA/Moody’s):

NR/NR/NR   Property Type: Retail
Original Principal Balance: $25,800,000   Specific Property Type: Anchored
Cut-off Date Balance: $25,800,000   Location: Mooresville, NC
% of Initial Pool Balance: 3.6%   Size: 255,598 SF
Loan Purpose: Refinance   Cut-off Date Balance Per SF: $100.94
Borrower Name: DDRTC Winslow Bay Commons LLC   Year Built/Renovated: 2003/NAP
Borrower Sponsors: DDRTC Core Retail Fund, LLC   Title Vesting: Fee
Mortgage Rate: 3.820%   Property Manager: Self-managed
Note Date: August 14, 2017   4th Most Recent Occupancy (As of): 98.9% (12/31/2013)
Anticipated Repayment Date: NAP   3rd Most Recent Occupancy (As of): 97.7% (12/31/2014)
Maturity Date: September 11, 2027   2nd Most Recent Occupancy (As of): 97.6% (12/31/2015)
IO Period: 120 months   Most Recent Occupancy (As of): 98.6% (9/30/2016)
Loan Term (Original): 120 months   Current Occupancy (As of): 99.4% (7/6/2017)
Seasoning: 1 month    
Amortization Term (Original): NAP   Underwriting and Financial Information:
Loan Amortization Type: Interest-only, Balloon      
Interest Accrual Method: Actual/360   4th Most Recent NOI (As of): $3,521,217 (12/31/2014)
Call Protection: L(25),D(88),O(7)   3rd Most Recent NOI (As of): $3,509,635 (12/31/2015)
Lockbox Type: Springing   2nd Most Recent NOI (As of): $3,578,409 (12/31/2016)
Additional Debt: None   Most Recent NOI (As of): $3,552,567 (TTM 6/30/2017)
Additional Debt Type: NAP   U/W Revenues: $4,485,287
      U/W Expenses: $914,550
          U/W NOI: $3,570,737
          U/W NCF: $3,258,501
          U/W NOI DSCR: 3.57x
          U/W NCF DSCR: 3.26x
Escrows and Reserves(1):         U/W NOI Debt Yield: 13.8%
          U/W NCF Debt Yield: 12.6%
Type: Initial Monthly Cap (If Any)   As-Is Appraised Value: $56,350,000
Taxes $0 Springing NAP   As-Is Appraisal Valuation Date: July 17, 2017
Insurance $0 Springing NAP   Cut-off Date LTV Ratio: 45.8%
Replacement Reserves $0 Springing $0   LTV Ratio at Maturity: 45.8%
             
             
(1)See “Escrows” section.

 

The Mortgage Loan. The mortgage loan (“Winslow Bay Commons Mortgage Loan”) is evidenced by a single promissory note that is secured by a first mortgage encumbering the fee interest in an anchored retail center located in Mooresville, North Carolina (“Winslow Bay Commons Property”). The Winslow Bay Commons Mortgage Loan was originated on August 14, 2017 by Wells Fargo Bank, National Association. The Winslow Bay Commons Mortgage Loan had an original principal balance of $25,800,000, has an outstanding principal balance as of the Cut-off Date of $25,800,000 and accrues interest at an interest rate of 3.820% per annum. Winslow Bay Commons Mortgage Loan had an initial term of 120 months, has a remaining term of 119 months as of the Cut-off Date and requires interest-only payments throughout the term of the Winslow Bay Commons Mortgage Loan. The Winslow Bay Commons Mortgage Loan matures on September 11, 2027.

 

Following the lockout period, the borrower has the right to defease Winslow Bay Commons Mortgage Loan in whole, but not in part, on any date before March 11, 2027. In addition, the Winslow Bay Commons Mortgage Loan is prepayable without penalty on or after March 11, 2027.

 

Sources and Uses

 

Sources         Uses      
Original Mortgage Loan amount $25,800,000       68.0%   Loan payoff(1) $37,680,787        99.4%
Borrower sponsor’s new cash equity 12,117,347   32.0   Closing costs 236,560   0.6
Total Sources $37,917,347   100.0%   Total Uses $37,917,347   100.0%

 

(1)The previous loan on the Subject was securitized in BACM 2007-3.

  

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.

 

  43 

 

 

WINSLOW BAY COMMONS

 

The Property. The Winslow Bay Commons Property is a 255,598 square foot anchored retail center situated on a 39.1-acre site and located in Mooresville, North Carolina. The Winslow Bay Commons Property consists of six buildings, five of which were built in 2003 and one of which was built in 2005. The Winslow Bay Commons Property is anchored by Dick’s Sporting Goods and Ross Dress for Less, and other major tenants include Cost Plus World Market, T.J. Maxx, HomeGoods, Petsmart and Michaels. The remainder of the rent roll is granular with no other tenant making up more than 5.0% of the underwritten income. The Winslow Bay Commons Property is also shadow anchored by a SuperTarget, which is not part of the collateral. The Winslow Bay Commons Property has 1,456 surface parking spaces, resulting in a parking ratio of 5.7 spaces per 1,000 square feet. As of July 6, 2017, the Winslow Bay Commons Property was 99.4% occupied by 29 tenants. Since 2007, the Winslow Bay Commons Property has averaged 97.0% occupancy.

 

The following table presents certain information relating to the tenancy at Winslow Bay Commons Property:

 

Major Tenants

 

Tenant Name Credit Rating (Fitch/Moody’s/
S&P)(1)
Tenant NRSF % of
NRSF
Annual U/W Base Rent PSF Annual
U/W Base Rent
% of Total Annual U/W Base Rent Sales PSF(2) Occupancy Cost(2) Lease
Expiration
Date
                   
Anchor Tenants                  
Dick’s Sporting Goods NR/NR/NR 45,644 17.9% $12.75 $581,961 15.0%  NAV NAV 1/31/2019(3)
Ross Dress For Less NR/A3/A- 30,187 11.8% $11.00 $332,057 8.6%  NAV NAV 1/31/2019 (4)
Total Anchor Tenants   75,831 29.7% $12.05 $914,018 23.6%      
                   
Major Tenants                  
Cost Plus World Market NR/Baa1/BBB+ 18,300 7.2% $17.00 $311,100 8.0% $149 13.3% 1/31/2019 (5)
T.J. Maxx NR/A2/A+ 30,000 11.7% $9.35 $280,500 7.3% $358 3.4% 3/31/2018(6)
HomeGoods NR/A2/A+ 24,335 9.5% $10.50 $255,518 6.6% $235 5.6% 4/30/2022 (7)
Petsmart NR/B1/B+ 19,435 7.6% $12.95 $251,683 6.5%  NAV NAV 1/31/2019 (8)
Michaels NR/NR/BB- 21,300 8.3% $11.75 $250,275 6.5% $213 6.6% 3/31/2023 (9)
Total Major Tenants 113,370 44.4% $11.90 1,349,076 34.9%      
                   
In Place Tenants 64,897 25.4% $24.72 $1,604,562 41.5%      
                 
Occupied Collateral Total 254,098 99.4% $15.22 $3,867,656 100.0%      
                   
Vacant Space   1,500 0.6%            
                   
Collateral Total 255,598 100.0%            
                   

 

(1)Certain ratings are those of the parent company whether or not the parent company guarantees the lease.

(2)Sales PSF and Occupancy Costs are for the trailing 12 months as of December 31, 2016.

(3)Dick’s Sporting Goods has four, five-year renewal options.

(4)Ross Dress for Less has three, five-year renewal options.

(5)Cost Plus World Market has two, five-year renewal option.

(6)T.J. Maxx has two, five-year renewal option.

(7)HomeGoods has four, five-year renewal options.

(8)Petsmart has four, five-year renewal options.

(9)Michaels has two, five-year renewal 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.

 

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WINSLOW BAY COMMONS

 

The following table presents certain information relating to the lease rollover schedule at Winslow Bay Commons 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
Base Rent
% of Total Annual U/W Base Rent Annual
 U/W
Base Rent
 PSF(2)
MTM 1 1,400 0.5% 1,400 0.5% $38,472 1.0% $27.48
2017 0 0 0.0% 1,400 0.5% $0 0.0% $0.00
2018 6 61,772 24.2% 63,172 24.7% $884,262 22.9% $14.31
2019 13 132,866 52.0% 196,038 76.7% $1,934,717 50.0% $14.56
2020 1 1,400 0.5% 197,438 77.2% $35,000 0.9% $25.00
2021 1 1,400 0.5% 198,838 77.8% $49,896 1.3% $35.64
2022 2 25,735 10.1% 224,573 87.9% $277,358 7.2% $10.78
2023 3 25,525 10.0% 250,098 97.8% $431,579 11.2% $16.91
2024 1 0 0.0% 250,098 97.8% $108,372 2.8% $0.00
2025 0 0 0.0% 250,098 97.8% $0 0.0% $0.00
2026 0 0 0.0% 250,098 97.8% $0 0.0% $0.00
2027 1 4,000 1.6% 254,098 99.4% $108,000 2.8% $27.00
Thereafter 0 0 0.0% 254,098 99.4% $0 0.0% $0.00
Vacant 0 1,500 0.6% 255,598 100.0% $0 0.0% $0.00
Total/Weighted Average 29 255,598 100.0%     $3,867,656 100.0% $15.22

 

(1)Information obtained from the underwritten rent roll.

(2)Weighted Average Annual U/W Base Rent PSF excludes vacant space.

 

The following table presents historical occupancy percentages at Winslow Bay Commons Property:

 

Historical Occupancy

 

12/31/2013(1)

 

12/31/2014(1)

 

12/31/2015(1)

 

9/30/2016(1)(2) 

 

7/6/2017(3) 

98.9%  97.7%  97.6%  98.6%  99.4%

 

(1)Information obtained from the borrower.

(2)2016 historical vacancy is taken as of third quarter.

(3)Information obtained from the underwritten rent roll.

  

Operating History and Underwritten Net Cash Flow. The following table presents certain information relating to the historical operating performance and the underwritten net cash flow at Winslow Bay Commons Property:

 

Cash Flow Analysis

 

   2014  2015  2016  TTM 6/30/2017  U/W  % of U/W Effective Gross Income  U/W $ per SF  
Base Rent  $3,726,712  $3,739,956  $3,749,355  $3,777,884  $3,867,656  86.2%  $15.13  
Grossed Up Vacant Space  0  0  0  0  $42,900  1.0     .17  
Total Reimbursables  551,517  581,729  604,843  626,341  698,382  15.6     2.73  
Other Income  26,055  20,455  72,708  71,878  71,878  1.6     0.28  
Less Vacancy & Credit Loss 

0

 

0

 

0

 

0

 

(195,528)(1) 

 

(4.4)   

 

(.76)

 
Effective Gross Income  $4,304,283  $4,342,140  $4,426,906  $4,476,103  $ 4,485,287  100.0%  $17.55  
                        
Total Operating Expenses  $783,067  $832,505  $848,497  $923,536  $914,550  20.4%  $3.58  
                        
Net Operating Income  $3,521,217  $3,509,635  $3,578,409  $3,552,567  $ 3,570,737  79.6%  $13.97  
TI/LC  0  0  0  0  225,293  5.0     0.88  
Replacement Reserves 

0

 

0

 

0

 

0

 

86,943

 

1.9   

 

0.34

 
Net Cash Flow  $3,521,217  $3,509,635  $3,578,409  $3,552,567  $3,258,501  72.6%  $12.75  
                        
NOI DSCR  3.52x  3.51x  3.58x  3.56x  3.57x        
NCF DSCR  3.52x  3.51x  3.58x  3.56x  3.26x        
NOI DY  13.6%  13.6%  13.9%  13.8%  13.8%        
NCF DY  13.6%  13.6%  13.9%  13.8%  12.6%        

 

(1)The underwritten economic vacancy is 5.0%. The Winslow Bay Commons Property was 99.4% physically occupied as of July 6, 2017.

 

Appraisal. As of the appraisal valuation date of July 17, 2017, The Winslow Bay Commons Property had an “as-is” appraised value of $56,350,000.

 

Environmental Matters. According to a Phase I environmental site assessment dated November 11, 2016, there was no evidence of any recognized environmental conditions at the Winslow Bay Commons Property.

 

Market Overview and Competition. The Winslow Bay Commons Property is located in Mooresville, North Carolina, approximately 27.9 miles north of Charlotte, North Carolina. The Winslow Bay Commons Property benefits from its location at the intersection 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.

 

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WINSLOW BAY COMMONS

 

Interstate 77 and Route 150, which experiences an average daily traffic count of 28,000 vehicles. The surrounding area is improved with complementary retail and commercial uses, including Sam’s Club, Lowe’s and a Walmart Superstore. According to a third party market research report, the 2017 estimated population within a one-, three- and five-mile radius of the Winslow Bay Commons Property was 4,988, 28,593, and 65,502, respectively. The 2017 estimated average household income within the same radii was $102,869, $89,644, and $90,508, respectively. Per the appraisal, the surrounding area is a very attractive residential area for commuters to Charlotte and those wanting to live on or near Lake Norman. Homes on Lake Norman and within devleopments with lake access are some of the most desired neighborhoods in the Charlotte region with approximately 195 homes priced above $1 million within a three-mile radius of the Winslow Bay Commons Property.

 

According to the appraisal, the Winslow Bay Commons Property is located in the Iredell County submarket of the Charlotte retail market. As of mid-year 2017, the submarket reported total inventory of approximately 10.5 million square feetwith a current vacancy rate of 5.1%. The appraiser concluded to market rents for the Winslow Bay Commons Property of $12.00 per square foot for anchor space, $16.50 per square foot for junior anchor space, $20.00 per square foot for in-line space over 4,000 square feet, and $25.00 per square foot for in-line space less than 2,500 square feet, all on a triple-net basis. In total, the appraiser concluded that the in-place rents at the Winslow Bay Commons Property are approximately 2.7% below market.

 

The following table presents certain information relating to comparable properties the Winslow Bay Commons Property:

 

Comparable Properties(1)

 

  Winslow Bay Commons (Subject) Mooresville Crossing I & II Plantation Pointe Mooresville Crossings Consumer Square Mooresville Festival
Location Mooresville, NC Mooresville, NC Mooresville, NC Mooresville, NC Mooresville, NC Mooresville , NC
Distance from Subject -- 0.1 miles 0.1 miles 0.3 miles 0.8 miles 0.8 miles
Year Built/Renovated 2003 2007/2009 2005/2014 1998/2016 1999/NAP 1990/2004
Anchors Target, (Shadow Anchor), Dick’s Sporting Goods, Ross Dress for Less

Best Buy,

Bed, Bath & Beyond,

Old Navy, Staples, Petco, Ashley Furniture

Sam’s Club Lowe’s Home Improvement, Hobby Lobby

Walmart, Gander Mountain, Ollie’s Bargain Outlet,

Planet Fitness, Rugged Wearhouse, Dollar Tree,

Jo-Ann

Belk,

Kohl’s,

Big Lots

 

Total GLA 255,598 SF(2) 238,698 SF 154,730 SF 178,827 SF 579,391 SF 215,935 SF
Total Occupancy 99.4%(2) 99.0% 100.0% 100.0% 96.0% 97.0%

 

(1)Information obtained from the appraisal.

(2)Information obtained from underwritten rent roll.

 

The Borrower. The borrower is DDRTC Winslow Bay Commons LLC, a Delaware limited liability company and single purpose entity with one independent director. DDRTC Winslow Bay Commons LLC is 100.0% indirectly owned by DDRTC Core Retail Fund, LLC, a joint venture between TREA Retail Property Portfolio 2006 LLC (“TREA”), a wholly-owned subsidiary of Teachers Insurance and Annuity Association (“TIAA”) (85.0% membership interest), and DDR TC LLC, a wholly-owned subsidiary of DDR Corp. (“DDR”) (15.0% membership interest). DDRTC Core Retail Fund, LLC is the guarantor of certain nonrecourse carveouts under the Winslow Bay Commons Mortgage Loan.

 

The Borrower Sponsors. The borrower sponsors are DDRTC Core Retail Fund, LLC. DDR is a self-administered and self-managed real estate investment trust in the business of acquiring, owning, developing, redeveloping, expanding, leasing and managing shopping centers. Headquartered in Beachwood, Ohio, DDR’s shopping center portfolio features open-air, value-oriented neighborhood and community centers, mixed-use centers and lifestyle centers located in prime markets with stable populations and high-growth potential. As of February 10, 2017, DDR’s portfolio consisted of 317 shopping centers (including 152 centers owned through joint ventures) and more than 650 acres of undeveloped land (of which approximately 100 acres are owned through unconsolidated joint ventures) throughout 35 states as well as Puerto Rico (14 assets). TIAA serves approximately 5.0 million active and retired employees participating at more than 15,000 institutions and had over $938.0 billion in combined assets under management as of the first quarter of 2017. As of June 30, 2017, TIAA’s Real Estate Account had $24.8 billion in net assets.

 

Escrows. The Winslow Bay Commons Mortgage Loan documents do not require ongoing monthly escrows for taxes as long as (i) no event of default has occurred and is continuing and (ii) the borrower provides the lender with evidence that the Winslow Bay Commons Property taxes have been paid. The Winslow Bay Commons Mortgage Loan documents do not require ongoing monthly escrows for insurance premiums as long as (i) no event of default has occurred and is continuing and (ii) the borrower provides the lender with evidence that the Winslow Bay Commons Property is insured via an acceptable blanket insurance policy and such policy is in full force and effect. The Winslow Bay Commons Mortgage Loan documents do not require ongoing monthly escrows for replacement reserves as long as (i) no event of default has occurred and is continuing, and (ii) the Winslow Bay Commons Property is being adequately maintained as determined by the lender based on annual site inspections.

 

Lockbox and Cash Management. Upon the occurrence and during the continuance of a Cash Trap Event Period (as defined below), the borrower will be required to establish a lender-controlled lockbox account and direct all tenants to deposit all rents directly into such lockbox account. Additionally, all revenues and other monies received by the borrower or property manager relating to the Winslow Bay Commons Property will be deposited into the lockbox account within one business day of receipt. During a Cash Trap

 

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.

 

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WINSLOW BAY COMMONS

 

Event Period, all excess cash flow after payment of all sums due and payable under the Winslow Bay Commons Mortgage Loan documents and all operating expenses will be retained by the lender as additional collateral.

 

A “Cash Trap Event Period” means the occurrence of (i) an event of default or (ii) the trailing 12-month net operating income (“NOI”) debt yield falling below 7.75% for two consecutive calendar quarters. A Cash Trap Event Period will end, with respect to clause (i), upon the cure of such event of default, and with respect to clause (ii), upon the trailing 12-month NOI debt yield being greater than or equal to 8.25% for two consecutive calendar quarters.

 

In lieu of a cash flow sweep, the borrower may provide a letter of credit, or a guaranty from DDRTC Core Retail Fund, LLC, or post cash, equal to an amount that would have otherwise been swept in a cash flow sweep event, but not less than the amount swept assuming an NOI that yields a 7.75% NOI debt yield, refreshed annually on the anniversary of the trigger event.

 

Property Management. The Winslow Bay Commons Property is managed by an affiliate of the borrower.

 

Assumption. The borrower has the two-time right to transfer Winslow Bay Commons Property provided that certain conditions are satisfied, including (i) no event of default has occurred and is continuing; (ii) the lender reasonably determines that the proposed transferee and guarantor satisfy the lender’s credit review and underwriting standards, taking into consideration the transferee’s experience, financial strength and general business standing; and (iii) if requested by lender, rating agency confirmation that the sale and assumption will not result in a downgrade, withdrawal or qualification of the respective ratings assigned to the Series 2017-C40 certificates.

 

Partial Release. Not permitted.

 

Real Estate Substitution. Not permitted.

 

Subordinate and Mezzanine Indebtedness. Not permitted.

 

Ground Lease. None.

 

Terrorism Insurance. The Winslow Bay Commons Mortgage Loan documents require that the “all risk” insurance policy required to be maintained by the borrower provide coverage for terrorism in an amount equal to the full replacement cost of the Winslow Bay Commons Property, as well as business interruption insurance covering no less than an amount equal to 100% of the projected gross income from the Winslow Bay Commons Property on an actual loss sustained basis for a period beginning on the date of business interruption and continuing until the restoration of the Winslow Bay Commons Property is completed, or the 18-month period following the occurrence of a casualty event, together with a twelve-month extended period of indemnity.

 

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.

 

  47 

 

 

No. 8 – Del Amo Fashion Centerr
 
Loan Information   Property Information
Mortgage Loan Seller: Barclays Bank PLC   Single Asset/Portfolio: Single Asset
Credit Assessment (Fitch/KBRA/Moody’s): AA-/BBB-/Baa1   Property Type: Retail
Original Principal Balance(1): $25,000,000   Specific Property Type: Super Regional Mall
Cut-off Date Balance(1): $25,000,000   Location: Torrance, CA
% of Initial Pool Balance: 3.5%   Size: 1,769,525 SF
Loan Purpose: Refinance   Cut-off Date Balance Per SF(1): $259.56
Borrower Names: Del Amo Fashion Center Operating Company, L.L.C.   Year Built/Renovated: 1961/2017
Borrower Sponsor: Simon Property Group, L.P.;
Commingled Pension Trust Fund
(Strategic Property) of JPMorgan Chase
Bank, N.A.
  Title Vesting: Fee
Mortgage Rate: 3.6575%   Property Manager: Self-managed
Note Date: May 12, 2017   4th Most Recent Occupancy (As of)(3): 93.5% (12/31/2014)
Anticipated Repayment Date: NAP   3rd Most Recent Occupancy (As of)(3): 86.1% (12/31/2015)
Maturity Date: June 1, 2027   2nd Most Recent Occupancy (As of) (3): 91.5% (12/31/2016)
IO Period: 120 months   Most Recent Occupancy (As of) (3): 85.2% (5/15/2017)
Loan Term (Original): 120 months   Current Occupancy (As of)(3): 85.2% (5/15/2017)
Seasoning: 4 months    
Amortization Term (Original): NAP   Underwriting and Financial Information:
Loan Amortization Type: Interest-only, Balloon      
Interest Accrual Method: Actual/360   4th Most Recent NOI (As of): $28,984,156 (12/31/2014)
Call Protection: L(28),D(85),O(7)   3rd Most Recent NOI (As of): $35,039,436 (12/31/2015)
Lockbox Type: Hard/Springing Cash Management   2nd Most Recent NOI (As of): $51,101,092 (12/31/2016)
Additional Debt(1): Yes   Most Recent NOI (As of): $53,218,707 (TTM 3/31/2017)
Additional Debt Type(1): Pari Passu; Subordinate Secured Debt      
      U/W Revenues: $81,259,520
      U/W Expenses: $21,915,628
      U/W NOI(4): $59,343,892
          U/W NCF(4): $56,965,434
Escrows and Reserves(2):         U/W NOI DSCR(1): 3.48x
          U/W NCF DSCR(1): 3.34x
Type: Initial Monthly Cap (If Any)   U/W NOI Debt Yield(1): 12.9%
Taxes $0 Springing NAP   U/W NCF Debt Yield(1): 12.4%
Insurance $0 Springing NAP   As-Is Appraised Value(5): $1,155,000,000
Replacement Reserves $0 Springing $446,400   As-Is Appraisal Valuation Date(5): April 23, 2017
TI/LC Reserve $0 Springing $6,465,600   Cut-off Date LTV Ratio(1)(5): 39.8%
Other $8,071,240 $0 NAP   LTV Ratio at Maturity or ARD(1)(5): 39.8%
             
               
(1)See “The Mortgage Loan” section. All statistical financial information related to balance per square foot, loan-to-value ratios, debt service coverage ratios and debt yields are based on the funded outstanding principal balance of the Del Amo Fashion Center Senior Loan (as defined below).

(2)See “Escrows” section.

(3)See “Historical Occupancy” section.

(4)See “Cash Flow Analysis” section.

(5)As of the appraisal valuation date of April 23, 2017, the Del Amo Fashion Center Property had an “as-is” appraised value of $1,155,000,000. The appraiser also concluded to an “as-stabilized” value of $1,255,000,000 as of May 1, 2019, which equates to an “as-stabilized” loan-to-value-ratio of 36.6% and an “as-stabilized” loan-to-value ratio at maturity of 36.6%.

 

The Mortgage Loan. The mortgage loan (the “Del Amo Fashion Center Mortgage Loan”) is part of a whole loan (the “Del Amo Fashion Center Whole Loan”) that is evidenced by 17 pari passu promissory A-notes in the aggregate original principal amount of $375,800,000, which are pari passu with each other, 17 promissory B-Notes in the aggregate original amount of $83,500,000, which are subordinate to the A-Notes and pari passu with each other (such A-Notes and B-Notes, collectively, the “Del Amo Fashion Center Senior Loan”) and twelve subordinate promissory notes in the aggregate original principal amount of $125,700,000, which are evidenced by four notes from each of three tranches (C-Notes, D-Notes and E-Notes, each of which is subordinate to the Del Amo Fashion Center Senior Loan and to each other such tranche with a prior alphabetical designation (collectively, the “Del Amo Fashion Center Subordinate Loan”), which are secured by a first priority fee mortgage encumbering 1,769,525 square feet of a super regional mall in Torrance, California (the “Del Amo Fashion Center Property”). Promissory Notes A-2-4 and B-2-4, in the aggregate principal amount of $25,000,000, are from each of the A and B tranches of pari passu components that comprise the Del Amo Fashion Center Senior Loan and represent the Del Amo Fashion Center Mortgage Loan and will be included in the WFCM 2017-C40 securitization trust.

 

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.

 

  48 

 

 

DEL AMO FASHION CENTER

The Del Amo Fashion Center Whole Loan was co-originated on May 12, 2017 by Wells Fargo Bank, National Association, Bank of America, N.A., Barclays Bank PLC, and Société Générale. The Del Amo Fashion Center Whole Loan had an original principal balance of $585,000,000, has an outstanding principal balance as of the Cut-off Date of $585,000,000 and accrues interest at an interest rate of 3.6575% per annum. The Del Amo Fashion Center Whole Loan had an initial term of 120 months, has a remaining term of 116 months as of the Cut-off Date and requires payments of interest only through the term of the Del Amo Fashion Center Whole Loan. The Del Amo Fashion Center Whole Loan matures on June 1, 2027.

 

Notes A-2-4 and B-2-4, which will be contributed to the WFCM 2017-C40 Trust, had an aggregate original principal balance of $25,000,000, have an aggregate outstanding principal balance as of the Cut-off Date of $25,000,000 and represent a non-controlling interest in the Del Amo Fashion Center Whole Loan. The following table presents a summary of the promissory notes comprising the Del Amo Fashion Center Whole Loan. The Del Amo Fashion Center Whole Loan is expected to be serviced pursuant to the trust and servicing agreement for the DAFC 2017-AMO transaction. See “Description of the Mortgage Pool—The Whole Loans—The Non-Serviced AB Whole Loans—The Del Amo Fashion Center Whole Loan” in the Preliminary Prospectus.

 

Note Summary(1)(2)

 

Notes Original Balance   Note Holder Controlling Interest
A-1-1 $12,125,000   DAFC 2017-AMO Yes
A-1-2 $36,821,000   BANK 2017-BNK5 No
A-1-3 $24,547,000   BANK 2017-BNK6 No
A-1-4 $20,457,000   CGCMT 2017-B1 No
A-2-1 $12,125,000   DAFC 2017-AMO No
A-2-2-A $24,547,333   WFCM 2017-C39 No
A-2-2-B $12,273,667   Barclays Bank PLC No
A-2-3 $24,547,000   WFCM 2017-C38 No
A-2-4 $20,457,000   WFCM 2017-C40 No
A-3-1 $12,125,000   DAFC 2017-AMO No
A-3-2 $40,912,500   UBS 2017-C3 No
A-3-3 $36,821,250   UBS 2017-C2 No
A-3-4 $4,091,250   UBS 2017-C4 (expected) No
A-4-1 $12,125,000   DAFC 2017-AMO No
A-4-2 $36,821,000   BANK 2017-BNK5 No
A-4-3 $24,547,000   WFCM 2017-C38 No
A-4-4 $20,457,000   BANK 2017-BNK6 No
B-1-1 $2,700,000   DAFC 2017-AMO No
B-1-2 $8,179,000   BANK 2017-BNK5 No
B-1-3 $5,453,000   BANK 2017-BNK6 No
B-1-4 $4,543,000   BANK 2017-BNK6 No
B-2-1 $2,700,000   DAFC 2017-AMO No
B-2-2-A $5,452,667   WFCM 2017-C39 No
B-2-2-B $2,726,333   Barclays Bank PLC No
B-2-3 $5,453,000   WFCM 2017-C38 No
B-2-4 $4,543,000   WFCM 2017-C40 No
B-3-1 $2,700,000   DAFC 2017-AMO No
B-3-2 $9,087,500   UBS 2017-C3 No
B-3-3 $8,178,750   UBS 2017-C2 No
B-3-4 $908,750   UBS 2017-C4 (expected) No
B-4-1 $2,700,000   DAFC 2017-AMO No
B-4-2 $8,179,000   BANK 2017-BNK5 No
B-4-3 $5,453,000   WFCM 2017-C38 No
B-4-4 $4,543,000   BANK 2017-BNK6 No
Subordinate Loan $125,700,000   DAFC 2017-AMO No
Total $585,000,000      
(1)The promissory notes currently held by Wells Fargo Bank, National Association, Bank of America, N.A., Barclays Bank PLC, and Société Générale and are expected to be contributed to future securitization transactions or may be otherwise transferred at any time. The lender provides no assurances that any non-securitized pari passu note will not be split further.

(2)The B-Notes are subordinate to the A-Notes.

 

Following the lockout period, the borrower has the right to defease the Del Amo Fashion Center Whole Loan in whole, but not in part, on any date before December 1, 2026. In addition, the Del Amo Fashion Center Whole Loan is prepayable without penalty on or after December 1, 2026. The lockout period will expire on the earlier to occur of (i) two years after the closing date of the securitization that includes the last note to be securitized and (ii) May 2, 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.

 

  49 

 

 

DEL AMO FASHION CENTER

Sources and Uses

 

Sources         Uses      
Original whole loan amount(1) $585,000,000   100.0%   Loan Payoff: $511,127,344      87.4%
          Closing Costs: 3,288,487     0.6 
          Return of Equity: 70,584,168   12.1
Total Sources $585,000,000   100.0%   Total Uses $585,000,000   100.0%

 

(1)The Del Amo Fashion Center Mortgage Loan is part of the Del Amo Fashion Center Whole Loan, which is comprised of seventeen promissory A-Notes (which are pari passu with each other) with an aggregate principal balance of $375,800,000, seventeen promissory B-Notes (which are subordinate to the A-Notes and pari passu with each other) with an aggregate principal balance of $83,500,000, and twelve subordinate mortgage notes with an aggregate principal balance of $125,700,000.

 

The Property. The Del Amo Fashion Center Property consists of 1,769,525 square feet of traditional mall, open air lifestyle and entertainment space which together with the non-collateral Macy’s and Sears anchors comprise the 2.51 million square feet Del Amo Fashion Center mall, the largest shopping center in the western United States. The Del Amo Fashion Center Property is located in the suburban community of Torrance, California, at the intersection of Hawthorne and Sepulveda Boulevards. Hawthorne Boulevard is a ten-lane arterial providing access to the Pacific Coast Highway to the south and I-105 to the north. Sepulveda Boulevard is an eight-lane thoroughfare that provides access between Redondo Beach and I-110.

 

The Del Amo Fashion Center Property is a two-level super regional mall with a diverse tenancy including large chain stores such as Dick’s Sporting Goods, H&M, XXI Forever and Crate & Barrel, restaurants including P.F. Chang’s China Bistro, Lazy Dog Cafe, Great Maple and Din Tai Fung (a Michelin-starred restaurant), entertainment options including the 18-screen AMC Theatres and Dave & Buster’s (not yet open), as well as over 100 in-line retailers and brands including 25 first-to-market brands including Arhaus Furniture, Kate Spade New York, Hugo Boss, J. Crew, Lululemon and Michael Kors. Collateral anchors include J.C. Penney and Nordstrom. The Del Amo Fashion Center Property was 85.2% leased as of May 15, 2017 to 208 retail and restaurant tenants. Included in the collateral are 11,892 parking spaces (approximately 6.7 spaces per 1,000 square feet).

 

The Del Amo Fashion Center Property is currently undergoing a $423 million redevelopment that started in 2013. The multi-phased project includes (i) the renovation of the north mall area and creation of the new Patio Café Dining Pavilion which opened in 2014 and includes ten eateries, seating for 700, floor to ceiling living plant walls, skylights and lounge areas with complimentary Wi-Fi, (ii) the addition of approximately 350,000 square feet of in-line shops, the Nordstrom anchor and a multi-level parking deck, delivered in 2015, (iii) the renovation of the south mall area, completed in November 2016, (iv) the construction of the Dick’s Sporting Goods store, which opened in June 2017, and additional adjacent in-line stores and renovation of neighboring in-line stores, which construction and renovation was expected to have been completed in May 2017, (v) the build-out of two restaurant pads, BRIO Tuscan Grille and EMC Seafood & Raw Bar (which is expected to be completed in 2017), and (vi) the construction of the Marshalls and Dave & Buster’s which is expected to be completed in May 2018. The remaining cost of the redevelopment has not been reserved for under the Del Amo Fashion Center Whole Loan documents and such redevelopment is not required to be completed by the Del Amo Fashion Center 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.

 

  50 

 

 

DEL AMO FASHION CENTER

The following table presents certain information relating to the tenancy at the Del Amo Fashion Center Property:

 

Major Tenants

 

Tenant Name Credit Rating (Fitch/Moody’s/
S&P)(1)
Tenant
NRSF
% of
NRSF
Annual
U/W Base
Rent PSF(2)
Annual
U/W Base
Rent(2)
% of Total Annual
U/W Base Rent

Sales PSF(3)
Occupancy Cost(3) Lease
Expiration
Date
Anchor Tenants – Not Part of Collateral                
Macy’s BBB/Baa3/BBB- 423,307   ANCHOR OWNED – NOT PART OF THE COLLATERAL
Sears CC/Caa2/CCC+ 313,495  
                   
Anchor Tenants                  
J.C. Penney B+/B1/B+ 163,346 9.2% $2.80 $457,325 0.9% $129 N/A 12/31/2018
Nordstrom BBB+/Baa1/BBB+ 138,000 7.8% $0(4) $0(4) 0.0%(4) $373 N/A 2/28/2031
AMC Theaters NR/B1/NR 76,800 4.3% $39.93 $3,066,624 6.1% $961,500(6) 17.7% 9/30/2021
Total Anchor Tenants   378,146 21.4% $14.67(5) $3,523,949 7.0%      
                   
Major Tenants                  
LA Fitness NR/NR/NR 47,137 2.7% $38.02 $1,792,237 3.6% N/A N/A 1/31/2022
Dave & Buster’s(7) NR/NR/NR 42,336 2.4% $34.00 $1,439,424 2.9% N/A N/A 4/30/2033
Dick’s Sporting Goods NR/NR/NR 83,210 4.7% $16.25 $1,352,163 2.7% N/A N/A 4/30/2027
H&M NR/NR/NR 25,086 1.4% $42.90 $1,076,189 2.1% N/A N/A 1/31/2026
Zara NR/NR/NR 26,802 1.5% $39.20 $1,050,625 2.1% $328 12.0% 10/31/2027
Burlington Coat Factory NR/NR/NR 60,000 3.4% $14.00 $840,000 1.7% N/A N/A 1/31/2025(8)
Marshalls(7) NR/A2/A+ 30,716 1.7% $24.50 $752,542 1.5% N/A N/A 2/29/2028
Express NR/NR/NR 11,208 0.6% $66.19 $741,858 1.5% N/A N/A 1/31/2026
Old Navy BB+/Baa2/BB+ 17,990 1.0% $39.62 $712,799 1.4% $433 9.7% 1/31/2024
XXI Forever NR/NR/NR 20,217 1.1% $35.00 $707,595 1.4% $377 13.4% 1/31/2018
Total Major Tenants 364,702 20.6% $28.70 10,465,431 20.8%      
                   
Non-Major Tenants(9) 764,810 43.2% $47.61 $36,415,851 72.2%      
                 
Occupied Collateral Total 1,507,658 85.2% $33.43 $50,405,231 100.0%      
                   
Vacant Space   261,867 14.8%            
                   
Collateral Total 1,769,525 100.0%            
                   

 

(1)Certain ratings are those of the parent company whether or not the parent guarantees the lease.

(2)Annual U/W Base Rent PSF and Annual U/W Base Rent include contractual rent steps through July 1, 2018.

(3)Sales PSF and Occupancy Costs are for the trailing 12-month period ending March 31, 2017 for Old Navy and XXI Forever, and 2016 for all other tenants.

(4)Nordstrom opened in October 2015 and does not pay base rent but pays percentage rent equivalent to 2% of sales over a $60.0 million breakpoint.

(5)The Total Anchor Tenants Annual U/W Base Rent PSF excludes Nordstrom square footage. Including Nordstrom, the Annual U/W Base Rent PSF is $9.32.

(6)Sales PSF represents Sales per screen, based on 18 screens.

(7)Dave & Buster’s and Marshalls have executed leases with expected May 2018 commencement dates. The Del Amo Fashion Center Whole Loan guarantor has signed a ten-year master lease which provides for the annual rent obligations for these tenants.

(8)Burlington Coat Factory has the option to terminate its lease at any time upon at least 270 days’ prior written notice.

(9)Non-Major Tenants include eleven tenants (2.1% of NRA and 3.4% of underwritten rent) with signed leases with future commencement dates (June 13, 2017 to January 1, 2018).

 

As of the trailing-twelve-month period that ended on March 31, 2017, the Del Amo Fashion Center Property had total comparable in-line sales of $124.3 million, with average in-line sales of $611 PSF and an occupancy cost of 13.7%. While the renovations and redevelopment have been ongoing at the Del Amo Fashion Center Property since 2013, in-line sales per square foot have grown from $441 per square foot to $611 per square foot, representing a 39% increase from 2013 to the trailing twelve month period that ended on March 31, 2017.

 

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.

 

  51 

 

 

DEL AMO FASHION CENTER

The following table presents a summary of historical comparable in-line sales at the Del Amo Fashion Center Property:

 

Comparable In-Line Sales Summary(1)

 

  2013 2014 2015 2016 3/31/2017 TTM
In-Line Sales PSF $441 $449 $499 $560 $611
Occupancy Cost 14.3% 14.7% 15.9% 14.4% 13.7%

 

(1)Information as provided by the borrower sponsor and only include tenants reporting comparable sales.

 

The following table presents certain information relating to the historical anchor sales at the Del Amo Fashion Center Property:

 

Anchor Sales Summary

 

Tenant Name 2014 2015 2016 Sales PSF(1)
Macy’s (non-collateral)(2)(3) $75,100,000 $62,000,000 $73,895,000 $175
Sears (non-collateral) (2)(4) $32,500,000 $30,200,000 NAV(5) $96
Nordstrom(6) NAV NAV $51,480,000 $373
J.C. Penney $23,689,000 $24,372,000 $21,061,000 $129
AMC Theaters(7) $17,979,000 $18,114,000 $17,307,000 $961,500

 

(1)Sales (PSF) reflects most recent year-end sales figures available.

(2)Sales figures reflect estimates for non-collateral anchors.

(3)Macy’s currently operates two stores at the Del Amo Fashion Center Property, totaling 423,307 square feet. Sales figures are representative of both stores. The 2014 sales figures represents three Macy’s stores.

(4)Sears occupies 313,495 square feet, with approximately two levels being used for merchandizing and one level being used for office space. When excluding the office space, the adjusted estimated Sales figure is approximately $144 per square feet.

(5)2016 sales data not yet available.

(6)Nordstrom opened in October 2015.

(7)AMC Theaters Sales PSF reflects sales per screen, based on 18 screens.

 

The following table presents certain information relating to the lease rollover schedule at the Del Amo Fashion Center 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
% of Total Annual U/W Base Rent Annual
 U/W
Base Rent
 PSF(3)
MTM/2017 8 26,342 1.5% 26,342 1.5% $1,040,552 2.1% $39.50
2018 11 204,233 11.5% 230,575 13.0% $2,054,097 4.1% $10.06
2019 16 45,696 2.6% 276,271 15.6% $2,051,118 4.1% $44.89
2020 12 88,993 5.0% 365,264 20.6% $2,174,566 4.3% $24.44
2021 10 115,598 6.5% 480,862 27.2% $4,593,303 9.1% $39.74
2022 11 67,982 3.8% 548,844 31.0% $3,243,680 6.4% $47.71
2023 4 75,763 4.3% 624,607 35.3% $1,365,309 2.7% $18.02
2024 17 51,974 2.9% 676,581 38.2% $3,595,680 7.1% $69.18
2025 44 176,862 10.0% 853,443 48.2% $8,913,244 17.7% $50.40
2026 56 222,472 12.6% 1,075,915 60.8% $11,548,229 22.9% $51.91
2027 22 202,821 11.5% 1,278,736 72.3% $6,772,847 13.4% $33.39
Thereafter 6 228,922 12.9% 1,507,658 85.2% $3,052,606 6.1% $13.33
Vacant 0 261,867 14.8% 1,769,525 100.0% $0 0.0% $0.00
Total/Weighted Average 217 1,769,525 100.0%     $50,405,231 100.0% $33.43

 

(1)Information was obtained from the underwritten rent roll and includes ten tenants (1.7% of NRA and 2.5% of underwritten rent) with signed leases with future commencement dates (June 13, 2017 to January 1, 2018) and three tenants (4.5% of NRA and 5.3% of underwritten rent) with signed leases that are not yet in occupancy (Dave & Buster’s (expected lease commencement date of May 2018), Marshalls (expected lease commencement date of May 2018) and EMC Seafood & Raw Bar (expected lease commencement date of January 2018)), for which a ten-year master lease was signed by the Del Amo Fashion Center Whole Loan guarantor which provides for annual rent equivalent to the tenants’ combined annual rent.

(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)Weighted Average Annual U/W Base Rent PSF excludes vacant space.

 

The following table presents historical occupancy percentages at the Del Amo Fashion Center Property:

 

Historical Occupancy

 

12/31/2014(1)

12/31/2015(1)

12/31/2016(1)

5/15/2017(2)(3)

93.5% 86.1% 91.5% 85.2%

 

(1)Information obtained from the borrower.

(2)Information obtained from the underwritten rent roll.

(3)The May 15, 2017 underwritten rent roll includes ten tenants (1.7% of NRA and 2.5% of underwritten rent) with signed leases with future commencement dates (June 13, 2017 to January 1, 2018). It also includes three tenants (4.5% of NRA and 5.3% of underwritten rent) with signed leases not yet in occupancy: Dave & Buster’s (expected lease commencement date of May 2018), Marshalls (expected lease commencement date of May 2018) and EMC Seafood & Raw Bar (expected lease commencement date of January 2018), for which a ten-year master lease was signed by the Del Amo Fashion Center Whole Loan guarantor which provides for annual rent equivalent to the tenants’ combined annual rent.

 

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.

 

  52 

 

 

DEL AMO FASHION CENTER

Operating History and Underwritten Net Cash Flow. The following table presents certain information relating to the historical operating performance and the underwritten net cash flow at the Del Amo Fashion Center Property:

 

Cash Flow Analysis

 

   2014  2015  2016  TTM
3/31/2017
  U/W  % of U/W
Effective
Gross
Income
  U/W $
per SF
 
Base Rent(1)(2)  $29,467,993  $33,241,859  $45,831,077  $46,804,573  $51,545,895  63.4%  $29.13  
Grossed Up Vacant Space(3)  0  0  0  0  11,430,694  14.1  6.46  
Total Reimbursables  12,142,979  15,224,540  25,514,526  26,374,801  25,211,150  31.0  14.25  
Specialty Leasing Income(4)   1,960,645  2,348,117  3,373,175  3,266,342  3,366,899  4.1  1.90  
Other Income(5)  584,173  964,983  1,396,597  1,359,783  1,135,576  1.4  0.64  
Less Vacancy & Credit Loss 

(316,274)

 

(134,368)

 

(441,700)

 

(630,344)

 

(11,430,694)

 

(14.1)

 

(6.46)

 
Effective Gross Income  $43,839,516  $51,645,131  $75,673,675  $77,175,155  $81,259,520  100.0%  $45.92  
                        
Total Operating Expenses  $14,855,360  $16,605,695  $24,572,583  $23,956,448  $21,915,628  27.0%  $12.39  
                        
Net Operating Income  $28,984,156  $35,039,436  $51,101,092  $53,218,707  $59,343,892  73.0%  $33.54  
Capital Expenditures  0  0  0  0  223,460  0.3  0.13  
TI/LC 

0

 

 

 

0

 

2,154,999

 

2.7

 

1.22

 
Net Cash Flow  $28,984,156  $35,039,436  $51,101,092  $53,218,707  $56,965,434  70.1%  $32.19  
                        
NOI DSCR(6)  1.70x  2.06x  3.00x  3.12x  3.48x        
NCF DSCR(6)  1.70x  2.06x  3.00x  3.12x  3.34x        
NOI DY(6)  6.3%  7.6%  11.1%  11.6%  12.9%        
NCF DY(6)  6.3%  7.6%  11.1%  11.6%  12.4%        

 

(1)U/W Base Rent includes contractual rent steps through July 1, 2018.

(2)The increase in U/W Base Rent from TTM 3/31/2017 Base Rent is partially due to the inclusion of ten tenants (1.7% of NRA and 2.5% of underwritten rent) with signed leases with future commencement dates (June 13, 2017 to January 1, 2018) and three tenants (4.5% of NRA and 5.3% of underwritten rent) with signed leases not yet in occupancy: Dave & Buster’s (expected lease commencement date of May 2018), Marshalls (expected lease commencement date of May 2018) and EMC Seafood & Raw Bar (expected lease commencement date of January 2018), for which a ten-year master lease was signed by the Del Amo Fashion Center Whole Loan guarantor which provides for annual rent equivalent to the tenants’ combined annual rent.

(3)Grossed up vacant space includes gross-up rent and recoveries.

(4)Specialty leasing income includes income from temporary rental of available in-line space, kiosks, and carts as well as miscellaneous sources such as special events.

(5)Other income includes income from storage, stroller rentals, ATMs and other miscellaneous rental income.

(6)Debt service coverage ratios and debt yields are based on the Del Amo Fashion Center Senior Loan and exclude the Del Amo Fashion Center Subordinate Loan.

 

Appraisal. As of the appraisal valuation date of April 23, 2017, the Del Amo Fashion Center Property had an “as-is” appraised value of $1,155,000,000. The appraiser also concluded to an “as-stabilized” value of $1,255,000,000 as of May 1, 2019, which equates to an “as-stabilized” loan-to-value-ratio of 36.6%.

 

Environmental Matters. According to a Phase I environmental site assessment dated April 17, 2017, there was no evidence of any recognized environmental conditions at the Del Amo Fashion Center Property.

 

Market Overview and Competition. The Del Amo Fashion Center Property is located in Torrance, California, in the coastal area of Los Angeles’ South Bay. Family-friendly destinations such as Disneyland Resort and Santa Catalina Island as well as the numerous local beaches provide tourist attractions within a short distance of Torrance. Torrance is also the U.S. home base for the Japanese corporations Honda, Mitsuwa and All Nippon Airways, as well as Honeywell and Robinson Helicopters.

 

According to the appraisal, the Del Amo Fashion Center Property is located within 4.5 miles of the Kings Harbor Marina, within 10.5 miles of the Los Angeles Airport (LAX), in close proximity to I-110 and I-405, and near high income demographic areas including Palos Verdes Peninsula, Redondo Beach, Hermosa and Manhattan Beach. Demographics surrounding the Del Amo Fashion Center Property include a 5-mile radius population of 504,851 with an average household income of $112,287 as of December 2016.

 

The Del Amo Fashion Center Property is located in the South Bay/Torrance submarket of Los Angeles, which as of year-end 2016 contained 6,154,000 square feet (9.1% of the broader Los Angeles retail market inventory) with a vacancy rate of 3.9% and average asking rents of $35.43 per square foot, as compared to the Los Angeles retail market which had a vacancy rate of 6.2% and average asking rents of $32.00 per square foot. According to the appraisal, there is no proposed new competitive supply within the submarket and none of the proposed supply within the broader Los Angeles market would be competitive with the Del Amo Fashion Center 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.

 

  53 

 

 

DEL AMO FASHION CENTER

The following table presents certain information relating to comparable properties to the Del Amo Fashion Center Property:

 

Competitive Set(1)

 

 

Del Amo Fashion Center 

(Subject)

South Bay Galleria Promenade on the
Peninsula
Manhattan Village South Bay Pavilion
Location Torrance, CA Redondo Beach, CA Rancho Palos Verdes, CA Manhattan Beach, CA Carson, CA
Distance from Subject -- 3.5 miles 5.4 miles 7.5 miles 8.5 miles
Property Type Super Regional Mall Super Regional Mall Regional Center Super Regional Mall Super Regional Mall
Year Built/Renovated 1961/2017 1984/2014 1981/NAP 1981/NAP 1973/NAP
Anchors Macy’s (non-collateral),
Sears (non-collateral),
Nordstrom, J.C. Penney
Macy’s, Kohl’s, Cinemas Equinox Fitness, Cinemas Macy’s, Fry’s Electronics, Ralph’s/CVS J.C. Penney, Target, IKEA, 24-Hour Fitness, Cinemas
Total GLA 1,769,525 SF 960,200 SF 374,186 SF 620,008 SF 1,016,554 SF
Total Occupancy 85.2%(2) 84.9% 80.6% 99.4% 82.2%

 

(1)Information obtained from the appraisal.

(2)As of May 15, 2017 which includes (i) ten tenants (1.7% of NRA and 2.5% of underwritten rent) with signed leases with future commencement dates (June 13, 2017 to January 1, 2018) and (ii) three tenants (4.5% of NRA and 5.3% of underwritten rent) with signed leases not yet in occupancy: Dave & Buster’s (expected lease commencement date of May 2018), Marshalls (expected lease commencement date of May 2018) and EMC Seafood & Raw Bar (expected lease commencement date of January 2018), for which a ten-year master lease was signed by the Del Amo Fashion Center Whole Loan guarantor which provides for annual rent equivalent to the tenants’ combined annual rent. See “Cash Flow Analysis” section.

 

The Borrower. The borrower is Del Amo Fashion Center Operating Company, L.L.C. (the “Del Amo Fashion Center Borrower”), a Delaware limited liability company and single-purpose entity with at least two independent directors. Legal counsel to the borrower delivered a non-consolidation opinion in connection with the origination of the Del Amo Fashion Center Whole Loan. Simon Property Group, L.P. is the non-recourse carveout guarantor. The Del Amo Fashion Center Whole Loan will be recourse to the guarantor pursuant to standard non-recourse carveouts, however, the non-recourse carveout guaranty and the environmental indemnity agreement provide that so long as Simon Property Group, L.P. is the guarantor (or SPF (as defined below) or certain affiliates of SPF should it be a replacement guarantor), its liability may not exceed $117,000,000 plus all reasonable out-of-pocket costs and expenses incurred by the lender in the enforcement of the guaranty and the environmental indemnity agreement or the preservation of the lender’s rights thereunder. See “Description of the Mortgage PoolNon-Recourse Carveout Limitations” in the Preliminary Prospectus.

 

The Borrower Sponsor. The sponsor is a 50/50 joint venture between subsidiaries of Simon Property Group, L.P. and Commingled Pension Trust Fund (Strategic Property) of J.P. Morgan Chase Bank, N.A. (“SPF”).

 

Simon Property Group, L.P. is the operating partnership of Simon Property Group, Inc. (“Simon”) (NYSE: SPG, rated A3/A by Moody’s and S&P). Simon is a publicly-traded, self-administered and self-managed real estate investment trust focused on retail property ownership and management. Simon is one of the largest publicly-traded owners, operators and developers of retail assets in the United States. As of March 31, 2017, Simon owned or had an interest in 206 properties consisting of 108 malls, 67 Premium Outlet-branded centers, 14 Mills-branded centers, four lifestyle centers and thirteen other retail properties in 37 states and Puerto Rico, as well as redevelopment and expansion projects underway at 25 properties in the United States, Canada and Europe. Simon has sponsored other real estate projects that have been the subject of mortgage loan defaults, foreclosure proceedings and deeds-in-lieu of foreclosure. See “Description of the Mortgage Pool—Loan Purpose, Default History, Bankruptcy Issues and Other Proceedings” in the Preliminary Prospectus.

 

SPF is a JPMorgan Asset Management fund with a reported net asset value of approximately $30.9 billion and a gross asset value of approximately $41.7 billion as of March 31, 2017. SPF’s investment portfolio focuses on office, retail, residential and industrial investments.

 

Escrows. No upfront escrows were collected at origination.

 

During either an event of default or a DSCR Reserve Trigger Period (as defined below), the Del Amo Fashion Center Borrower is required to deposit monthly escrows for real estate taxes, insurance premiums (unless the Del Amo Fashion Center Property is insured under an acceptable blanket insurance policy), $18,600 for replacement reserves, capped at $446,400, and $179,600 for tenant improvement and leasing commissions, capped at $6,465,600. The Del Amo Fashion Center Borrower will additionally be required to deposit monthly escrows for real estate taxes if the Del Amo Fashion Center Borrower fails to provide evidence that the real estate taxes have been paid prior to the assessment of any penalty for late charges.

 

At loan origination, the Del Amo Fashion Center Whole Loan guarantor provided guarantees in the amount of $7,242,346 for outstanding landlord obligations relating to fourteen tenants and $828,894 for abated rent periods relating to eleven tenants which continue through as late as February 1, 2018.

 

A “DSCR Reserve Trigger Period” will commence upon the debt service coverage ratio for the Del Amo Fashion Center Whole Loan being less than 1.50x for two consecutive quarters based on the trailing four quarters and will end (provided no event of default has occurred and is continuing) upon the debt service coverage ratio for the Del Amo Fashion Center Whole Loan being equal to or greater than 1.50x for two consecutive quarters based on the trailing four 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.

 

  54 

 

 

Del Amo Fashion Center

Lockbox and Cash Management. The Del Amo Fashion Center Whole Loan requires a lender-controlled lockbox account, which is already in place, and that the borrower directs tenants to pay all rents directly into such lockbox account. The loan documents also require that all rents received by the borrower or the property manager be deposited into the lockbox account within two business day of receipt. Upon the occurrence of a Lockbox Event (as defined below), the Del Amo Fashion Center Borrower is required to establish a lender-controlled cash management account to which all amounts in the lockbox account are required to be automatically transferred weekly for the payment of, among other things, debt service, monthly escrows and operating expenses pursuant to an approved annual budget, with all excess cash being deposited to an excess cash reserve to be held as additional collateral for the Del Amo Fashion Center Whole Loan until the Lockbox Event ends.

 

A “Lockbox Event” will occur upon (i) an event of default, (ii) a bankruptcy action involving the Del Amo Fashion Center Borrower, (iii) a bankruptcy action involving Simon Management Associates II, LLC (or a borrower-affiliated manager) without the manager being replaced within 60 days, (iv) a DSCR Trigger Period, or (v) a Nordstrom Trigger Event (as defined below).

 

A Lockbox Event will end, provided no event of default is continuing, upon, as applicable, (i) the lender’s acceptance of a cure of the event of default, (ii) Simon Management Associates II, LLC (or a borrower-affiliated manager) being replaced with a qualified manager or the bankruptcy involving the manager being discharged or dismissed, (iii) the end of a DSCR Trigger Period, or (iv) the end of a Nordstrom Trigger Event. A Lockbox Event may not be cured if triggered by a bankruptcy action of the Del Amo Fashion Center Borrower.

 

A “DSCR Trigger Period” will commence upon the debt service coverage ratio for the Del Amo Fashion Center Whole Loan being less than 1.40x for two consecutive quarters based on the trailing four quarters and will end upon the debt service coverage ratio for the Del Amo Fashion Center Whole Loan being equal to or greater than 1.40x for two consecutive quarters based on the trailing four quarters.

 

A “Nordstrom Trigger Event” will occur upon Nordstrom (i) vacating or terminating or giving notice to vacate or terminate its lease or (ii) commencing to exercise remedies pursuant to its lease in connection with the Del Amo Fashion Center Borrower’s failure to complete the removal of the former TJ Maxx/Marshalls space from the Del Amo Fashion Center Property, and will end upon the earlier of (i) at least 75% of Nordstrom’s leased space being re-leased to one or more replacement tenants, which tenant(s) are in occupancy, open for business and paying full unabated rent with no outstanding landlord obligations, or (ii) the balance collected to the excess cash flow reserve during the Nordstrom Trigger Event being equal to or greater than $1,380,000.

 

Property Management. The Del Amo Fashion Center Property is managed by an affiliate of the borrower.

 

Assumption. The borrower has the right to transfer the Del Amo Fashion Center Property provided that certain conditions are satisfied, including (i) no event of default has occurred and is continuing; (ii) in the event that in connection with such transfer, the manager will not thereafter continue to manage the Del Amo Fashion Center Property, then a replacement management agreement with a qualified manager must be executed acceptable to lender; (iii) the transferee must not have been a party to any bankruptcy action within the previous seven years and there is no material litigation or regulatory action pending against the transferee unreasonable to lender; and (iv) the transferee is a qualified transferee meeting the requirements set forth in the loan documents or the lender receives rating agency confirmation that the sale and assumption will not result in a downgrade, withdrawal or qualification of the respective ratings assigned to the Series 2017-C40 certificates and similar confirmations from each rating agency rating any securities backed by any of the Del Amo Fashion Center Companion Loans with respect to the ratings of such securities.

 

Partial Release. The borrower is permitted to release certain unimproved, non-incoming producing parcels of the Del Amo Fashion Center Property, subject to certain conditions including (i) no event of default has occurred and is continuing; (ii) the proposed release not having a material adverse effect on property value, the borrower’s business operations or financial condition, or borrower’s ability to repay the Del Amo Fashion Center Whole Loan; (iii) a borrower certificate that such release will not violate any major lease or reciprocal easement-related provisions; and (iv) an opinion of counsel a that the REMIC trust will not fail to maintain its REMIC status due to the unimproved property free release, among other things.

 

Real Estate Substitution. Not permitted.

 

Subordinate and Mezzanine Indebtedness. The Del Amo Fashion Center Whole Loan includes twelve subordinate promissory notes in the aggregate original principal amount of $125,700,000 that are expected to be contributed to the DAFC 2017-AMO transaction. See “Description of the Mortgage Pool—The Whole Loans—The Non-Serviced AB Whole Loans—Del Amo Fashion Center Whole Loan” in the Preliminary Prospectus.

 

Ground Lease. None.

 

Terrorism Insurance. The loan documents require that the “all risk” insurance policy required to be maintained by the borrower provide coverage for terrorism in an amount equal to the full replacement cost of Del Amo Fashion Center Property. The loan documents also require business interruption insurance covering no less than the 24-month period following the occurrence of a casualty event, together with a 365-day extended period of indemnity. Should the policy contain an exclusion for acts of terrorism, the loan documents require the borrower to obtain to the extent available a stand-alone policy providing the same coverage as previously in place prior to the exclusion, with a premium cap of two times the then current annual insurance premiums for the policy insuring the Del Amo Fashion Center Property only (excluding the wind, flood and earthquake components of the premiums) on a stand-alone basis, with a deductible no greater than $5,000,000.

 

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.

 

  55 

 

 

No. 9 – Pleasant Prairie Premium Outlets
 
Loan Information   Property Information
Mortgage Loan Seller: Wells Fargo Bank, National Association   Single Asset/Portfolio: Single Asset

Credit Assessment

(Fitch/KBRA/Moody’s):

NR/NR/NR   Property Type: Retail
Original Principal Balance(1): $25,000,000   Specific Property Type: Outlet Mall
Cut-off Date Balance(1): $25,000,000   Location: Pleasant Prairie, WI
% of Initial Pool Balance: 3.5%   Size: 402,615 SF
Loan Purpose: Recapitalization   Cut-off Date Balance Per SF(1): $360.15
Borrower Name: Pleasant Prairie Premium Outlets, LLC   Year Built/Renovated: 1987/NAP
Borrower Sponsor: Simon Property Group, L.P.   Title Vesting: Fee
Mortgage Rate: 3.995%   Property Manager: Self-managed
Note Date: August 16, 2017   4th Most Recent Occupancy (As of): 100.0% (12/31/2013)
Anticipated Repayment Date: NAP   3rd Most Recent Occupancy (As of): 97.0% (12/31/2014)
Maturity Date: September 1, 2027   2nd Most Recent Occupancy (As of): 96.3% (12/31/2015)
IO Period: 120 months   Most Recent Occupancy (As of): 96.1% (12/31/2016)
Loan Term (Original): 120 months   Current Occupancy (As of): 93.0% (7/26/2017)
Seasoning: 1 month    
Amortization Term (Original): NAP    
Loan Amortization Type: Interest-only, Balloon   Underwriting and Financial Information:
Interest Accrual Method: Actual/360      
Call Protection: L(25),D(88),O(7)   4th Most Recent NOI (As of): $13,920,618 (12/31/2014)
Lockbox Type: Hard/Springing Cash Management   3rd Most Recent NOI (As of): $14,589,102(12/31/2015)
Additional Debt(1): Yes   2nd Most Recent NOI (As of): $15,157,388(12/31/2016)
Additional Debt Type(1): Pari Passu   Most Recent NOI (As of): $15,826,567 (TTM 6/30/2017)
      U/W Revenues: $22,589,594
      U/W Expenses: $6,316,284
      U/W NOI: $16,273,310
      U/W NCF: $15,604,536
Escrows and Reserves(2):     U/W NOI DSCR(1): 2.77x
      U/W NCF DSCR(1): 2.66x
Type: Initial Monthly Cap (If Any)   U/W NOI Debt Yield(1): 11.2%
Taxes $0 Springing NAP   U/W NCF Debt Yield(1): 10.8%
Insurance $0 Springing NAP   As-Is Appraised Value: $290,000,000
Replacement Reserve $0 Springing NAP   As-Is Appraisal Valuation Date: July 20, 2017
T/LC Reserve $0 Springing NAP   Cut-off Date LTV Ratio(1): 50.0%
          LTV Ratio at Maturity(1): 50.0%
             
               
(1)See “The Mortgage Loan” section. All statistical financial information related to balances per square foot, loan-to-value ratios, debt service coverage ratios and debt yields are based on the Pleasant Prairie Premium Outlets Whole Loan (as defined below).

(2)See “Escrows” section.

 

The Mortgage Loan. The mortgage loan (the “Pleasant Prairie Premium Outlets Mortgage Loan”) is part of a whole loan (the “Pleasant Prairie Premium Outlets Whole Loan”) evidenced by four pari passu promissory notes, secured by the fee interest in a 402,615 square foot outlet mall located in Pleasant Prairie, Wisconsin (the “Pleasant Prairie Premium Outlets Property”). The Pleasant Prairie Premium Outlets Whole Loan was co-originated on August 16, 2017 by Citi Real Estate Funding Inc. and Wells Fargo Bank, National Association. The Pleasant Prairie Premium Outlets Whole Loan had an original principal balance of $145,000,000, has an outstanding principal balance as of the Cut-off Date of $145,000,000 and accrues interest at an interest rate of 3.995% per annum. The Pleasant Prairie Premium Outlets Whole Loan had an initial term of 120 months, has a remaining term of 119 months as of the Cut-off Date and requires payments of interest only through its term. The Pleasant Prairie Premium Outlets Whole Loan matures on September 1, 2027.

 

The Pleasant Prairie Premium Outlets Mortgage Loan, evidenced by Note A-4, will be contributed to the WFCM 2017-C40 Trust, had an original principal balance of $25,000,000 and has an outstanding principal balance as of the Cut-off Date of $25,000,000. The controlling Note A-1 had an original principal balance of $34,000,000 and is expected to be contributed to the CGCMT 2017-P8 Trust. Notes A-2 and A-3, with an aggregate original principal balance of $86,000,000, are currently held by Citi Real Estate Funding Inc. and Wells Fargo Bank, National Association, respectively, and are expected to contributed to one or more future securitizations. Each of the mortgage loans evidenced by Note A-1, A-2 and A-3 are referred to herein as the “Pleasant Prairie Premium Outlets Companion Loans”. The lender provides no assurances that any non-securitized notes will not be split further. See “Description of the Mortgage Pool—The Whole Loans—The Non-Serviced Whole Loans” in the Preliminary Prospectus. The following table presents a summary of the promissory notes comprising the Pleasant Prairie Premium Outlets Whole Loan.

 

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.

 

  56 

 

 

PLEASANT PRAIRIE PREMIUM OUTLETS

 

Note Summary(1)

 

Notes Original Balance   Note Holder Controlling Interest
A-1 $34,000,000   CGCMT 2017-P8 Yes
A-2 $41,000,000   Citi Real Estate Funding Inc. No
A-3 $45,000,000   Wells Fargo Bank, National Association No
A-4 $25,000,000   WFCM 2017-C40 No
Total $145,000,000      

 

Following the lockout period, the borrower has the right to defease the Pleasant Prairie Premium Outlets Whole Loan in whole, but not in part, on any date before March 1, 2027. In addition, The Pleasant Prairie Premium Outlets Premium Outlets Property Whole Loan is prepayable without penalty on or after March 1, 2027. The lockout period will expire on the earlier to occur of (i) two years after the closing date of the securitization that includes the last note to be securitized and (ii) October 1, 2020. If October 1, 2020 occurs prior to two years after securitization of the last note, the borrower has the right to prepay the Pleasant Prairie Premium Outlets Whole Loan prior to the expiration of the lockout period with payment of the greater of 1.0% or a yield maintenance premium, provided the remaining notes are defeased at the same time.

 

Sources and Uses

 

Sources         Uses      
Original loan amount $145,000,000   100.0%   Recapitalization(1) $144,317,359   99.5%
          Closing costs 682,641   0.5
Total Sources $145,000,000   100.0%   Total Uses $145,000,000   100.0%

 

(1)The Pleasant Prairie Premium Outlets Property was previously unencumbered.

 

The Property. The Pleasant Prairie Premium Outlets Property is a 402,615 square foot outlet mall located in Pleasant Prairie, Wisconsin, approximately 12.3 miles north of Chicago’s northern suburbs and 38.6 miles south of Milwaukee. The Pleasant Prairie Premium Outlets Property was built in three phases in 1987, 1989 and 2006. The five largest tenants by underwritten base rent are The North Face, Nike Factory Store, Gap Outlet, Under Armour and Banana Republic Factory; and additional tenants include Brooks Brothers, Hugo Boss, Kate Spade, Lacoste, Michael Kors, and Tumi. The Pleasant Prairie Premium Outlets Property is positioned along the east side of Interstate-94 (which runs south from Wisconsin to Indiana and through downtown Chicago) and benefits from the local sales tax rate of 5.50% compared to Chicago’s sales tax rate of 10.25%. For the trailing 12-month period ending June 30, 2017, the Pleasant Prairie Premium Outlets Property reported overall sales of $509 per square foot. The Pleasant Prairie Premium Outlets Property has 2,134 surface parking spaces, resulting in a parking ratio of 5.3 spaces per 1,000 square feet. As of July 26, 2017, the Pleasant Prairie Premium Outlets Property was 93.0% occupied by 85 tenants.

 

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.

 

  57 

 

 

PLEASANT PRAIRIE PREMIUM OUTLETS

 

The following table presents certain information relating to the tenancy at the Pleasant Prairie Premium Outlets Property:

 

Major Tenants(1)

 

Tenant Name Credit Rating (Fitch/Moody’s/
S&P)(2)
Tenant
NRSF
% of
NRSF
Annual
U/W Base
Rent PSF(3)
Annual
U/W Base
Rent(3)
% of Total
Annual
U/W Base
Rent
Sales
PSF(4)
Occupancy
Cost(4)
Lease
Expiration
Date
Major Tenants                
The North Face NR/A3/A 6,500 1.6% $103.92 $675,481(5) 4.6% $1,604 8.6% 9/30/2026
Nike Factory Store NR/A1/AA- 20,200 5.0% $28.84 $582,495(6) 4.0% $893(7) 5.5%(7) 1/31/2028
Gap Outlet BB+/Baa2/BB+ 11,000 2.7% $52.31 $575,460(8) 3.9% $451 11.7% 1/31/2022
Under Armour NR/Baa2/BB+ 11,250 2.8% $50.23 $565,051(9) 3.9% $751 9.9% 9/30/2025
Banana Republic Factory BB+/Baa2/BB+ 7,800 1.9% $57.12 $445,517(10) 3.0% $466 16.5% 3/31/2021
Old Navy BB+/Baa2/BB+ 16,115 4.0% $26.40 $425,436(11) 2.9% $487 9.4% 1/31/2022
Michael Kors NR/NR/NR 5,500 1.4% $76.38 $420,116 2.9% $1,299 8.0% 9/30/2025
Adidas/Rockport NR/NR/NR 10,000 2.5% $31.93 $319,300 2.2% $654 8.5% 1/31/2027
Columbia Sportswear Company NR/NR/NR 7,500 1.9% $41.75 $313,125 2.1% $706 8.8% 1/31/2019
Total Major Tenants   95,865 23.8% $45.08 $4,321,981 29.5%      
                   
Non-Major Tenants 278,651 69.2% $37.15 $10,351,539 70.5%      
                 
Occupied Collateral Total 374,516 93.0% $39.18 $14,673,520 100.0%      
                   
Vacant Space   28,099 7.0%            
                   
Collateral Total 402,615 100.0%            
                   

 

(1)Information obtained from the underwritten rent roll.

(2)Certain ratings are those of the parent company whether or not the parent company guarantees the lease.

(3)Annual U/W Base Rent PSF and Annual U/W Base Rent include contractual rent steps totaling $806,485. Approximately $589,092 is attributed to the net present value of certain tenants’ rent steps through the lesser of the tenant’s lease expiration term or the Pleasant Prairie Premium Outlets Whole Loan Maturity Date.

(4)Sales PSF and Occupancy Cost are for the trailing 12-month period ending in June 30, 2017, unless otherwise noted.

(5)The North Face’s Annual U/W Base Rent includes the net present value of rent steps through its lease expiration, which total $116,481. The North Face pays a current base rent of $86.00 per square foot.

(6)Nike Factory Store’s Annual U/W Base Rent includes the net present value of rent steps through the Pleasant Prairie Premium Outlets Whole Loan Maturity Date, which total $163,547. Nike Factory Store pays a current base rent of $20.74 per square foot.

(7)Nike Factory Store’s Sales PSF and Occupancy Cost are based on the trailing 12-month period ending April 30, 2017.

(8)Gap Outlet’s Annual U/W Base Rent includes the net present value of rent steps through its lease expiration, which total $53,950. Gap Outlet pays a current base rent of $47.41 per square foot.

(9)Under Armour’s Annual U/W Base Rent includes the net present value of rent steps through its lease expiration, which total $89,964. Under Armour pays a current base rent of $42.23 per square foot.

(10)Banana Republic Factory’s Annual U/W Base Rent includes the net present value of rent steps through its lease expiration, which total $22,289. Banana Republic Factory pays a current base rent of $54.26 per square foot.

(11)Old Navy’s Annual U/W Base Rent includes the net present value of rent steps through its lease expiration, which total $32,554. Old Navy pays a current base rent of $24.38 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.

 

  58 

 

 

PLEASANT PRAIRIE PREMIUM OUTLETS

 

The following table presents certain information relating to the lease rollover schedule at the Pleasant Prairie Premium Outlets 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
% of Total
Annual U/W
Base Rent
Annual
 U/W
Base Rent
 PSF(3)
MTM 1 1,022 0.3% 1,022 0.3% $60,000 0.4% $58.71
2017 7 23,080 5.7% 24,102 6.0% $752,305 5.1% $32.60
2018 6 31,472 7.8% 55,574 13.8% $1,063,371 7.2% $33.79
2019 12 40,200 10.0% 95,774 23.8% $1,463,976 10.0% $36.42
2020 5 16,385 4.1% 112,159 27.9% $539,781 3.7% $32.94
2021 20 82,892 20.6% 195,051 48.4% $3,270,185 22.3% $39.45
2022 8 54,211 13.5% 249,262 61.9% $1,938,839 13.2% $35.76
2023 6 29,081 7.2% 278,343 69.1% $1,168,923 8.0% $40.20
2024 0 0 0.0% 278,343 69.1% $0 0.0% $0.00
2025 2 16,750 4.2% 295,093 73.3% $985,167 6.7% $58.82
2026 7 26,693 6.6% 321,786 79.9% $1,624,204 11.1% $60.85
2027 10 32,530 8.1% 354,316 88.0% $1,224,274 8.3% $37.64
Thereafter 1 20,200 5.0% 374,516 93.0% $582,495 4.0% $28.84
Vacant 0 28,099 7.0% 402,615 100.0% $0 0.0% $0.00
Total/Weighted Average 85 402,615 100.0%     $14,673,520 100.0% $39.18

 

(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)Weighted Average Annual U/W Base Rent PSF excludes vacant space.

 

The following table presents historical occupancy percentages at the Pleasant Prairie Premium Outlets Property:

 

Historical Occupancy

 

12/31/2013(1)

12/31/2014(1)

12/31/2015(1)

12/31/2016(1)

7/26/2017(2)

100.0% 97.0% 96.3% 96.1% 93.0%

 

(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 historical operating performance and underwritten net cash flow at the Pleasant Prairie Premium Outlets Property:

 

Cash Flow Analysis

 

  2014 2015 2016 TTM 6/30/2017 U/W % of U/W Effective Gross Income

U/W $

per SF

Base Rent $12,212,614 $12,488,959 $13,535,045 $13,825,230 $15,343,467(1) 67.9% $38.11
Total Reimbursables 6,543,670 6,659,008 6,720,028 6,837,527 7,320,293 32.4 18.18
Other Income 301,921 296,661 335,867 446,774 433,881 1.9 1.08
Percentage Rent 1,222,636 1,378,887 645,234 685,673 533,877 2.4 1.33
Less Vacancy & Credit Loss (3,279) 12,646 (88,773) (126,881) (1,041,923)(2) (4.6) (2.59)
Effective Gross Income $20,277,562 $20,836,161 $21,147,401 $21,668,323 $22,589,594 100.0% $56.11
                                     
Total Operating Expenses $6,356,944 $6,247,059 $5,990,013 $5,841,756 $6,316,284 28.0% $15.69
                                     
Net Operating Income $13,920,618 $14,589,102 $15,157,388 $15,826,567 $16,273,310 72.0% $40.42
Replacement Reserves 0 0 0 0 80,523 0.4 0.20
  TI/LC 0 0 0 0 588,251 2.6 1.46
Net Cash Flow $13,920,618 $14,589,102 $15,157,388 $15,826,567 $15,604,536 69.1% $38.76
               
NOI DSCR(3) 2.37x 2.48x 2.58x 2.69x 2.77x    
NCF DSCR(3) 2.37x 2.48x 2.58x 2.69x 2.66x    
NOI DY(3) 9.6% 10.1% 10.5% 10.9% 11.2%    
NCF DY(3) 9.6% 10.1% 10.5% 10.9% 10.8%    

 

(1)U/W Base Rent includes contractual rent steps totaling $806,485, approximately $589,092 of which is attributed to the net present value of certain tenants’ rent steps through the lesser of the tenant’s lease expiration term or the Pleasant Prairie Premium Outlets Whole Loan Maturity Date.

(2)The underwritten economic vacancy is 4.5%. The Pleasant Prairie Premium Outlets Property was 93.0% physically occupied as of July 26, 2017.

(3)The debt service coverage ratios and debt yields are based on the Pleasant Prairie Premium Outlets Whole Loan.

 

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.

 

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PLEASANT PRAIRIE PREMIUM OUTLETS

 

Appraisal. As of the appraisal valuation date of July 20, 2017, the Pleasant Prairie Premium Outlets Property had an “as-is” appraised value of $290,000,000.

 

Environmental Matters. According to the Phase I environmental report dated July 28, 2017, there was no evidence of any recognized environmental conditions at the Pleasant Prairie Premium Outlets Property.

 

Market Overview and Competition. The Pleasant Prairie Premium Outlets Property is located in Pleasant Prairie, Wisconsin, within Kenosha County. Kenosha’s economy is primarily driven by the healthcare and manufacturing industries, and according to the appraisal, notable employers include United Hospital System, Aurora Health Care, Snap-on, and Birchwood Foods. Recently there has been significant development occurring in Kenosha that is enhancing the local economy. Amazon recently completed construction on a 1.5 million square foot distribution center located approximately 6.7 miles north of the Pleasant Prairie Premium Outlets Property along Interstate-94 at a total cost of approximately $250.0 million. Amazon has hired more than 1,500 new full- and part-time employees for this distribution center. Meijer also recently completed a large distribution center as it expands operations into Wisconsin. Finally, Uline, a global shipping specialization company, is headquartered in Kenosha County and is located directly across Interstate-94 from the Pleasant Prairie Premium Outlets Property.

 

The 2017 estimated population and average household income within a five-mile radius of the Pleasant Prairie Premium Outlets Property was 29,255 and $103,225, respectively. Additionally, the Pleasant Prairie Premium Outlets Property benefits from its location near Chicago, which has a population of approximately 9.7 million people, and Milwaukee, which has a population of approximately 1.6 million people. The Pleasant Prairie Premium Outlets Property is located approximately 38.6 miles south of Milwaukee, 12.3 miles north of Chicago’s northern suburbs and 50.9 miles north of downtown Chicago. The Pleasant Prairie Premium Outlets Property benefits from its location near the border of Illinois as the sales tax rate of 5.5% in Wisconsin is significantly lower than the sales tax rate of 10.25% in Illinois, which is a positive demand driver for shoppers to travel from Illinois to Wisconsin. The Pleasant Prairie Premium Outlets Property is adjacent to Interstate-94, which runs south from Wisconsin to Indiana and through downtown Chicago and has an average daily traffic count of 96,300 vehicles near the Pleasant Prairie Premium Outlets Property. The Pleasant Prairie Premium Outlets Property also has multiple access points from the east, north and west.

 

According to the appraisal, the Pleasant Prairie Premium Outlets Property is located within the Kenosha East retail submarket. As of the second quarter of 2017, the submarket reported total inventory of approximately 9.9 million square feet with a 4.6% vacancy rate. The appraiser concluded to market rents for the Pleasant Prairie Premium Outlets Property ranging from $38.00 to $100.00 per square foot.

 

The following table presents certain information relating to comparable properties to the Pleasant Prairie Premium Outlets Premium Outlets Property:

 

Competitive Properties(1)

 

 

Pleasant Prairie
Premium Outlets

(Subject)

Outlet at the Dells Johnson Creek
Premium Outlets
The Outlet
Shoppes at
Oshkosh
Chicago Premium
Outlets
Lighthouse
Premium Outlets
Location Pleasant Prairie, WI Baraboo, WI Johnson Creek, WI Oshkosh, WI Aurora, IL Michigan City, IN
Distance from Subject -- 141 miles 72 miles 119 miles 70 miles 113 miles
Year Built/Renovated 1987/NAP 2006 1998 1970 2004 1987/1997
             
Anchors The North Face, Nike Factory Store, Gap Outlet, Under Armour Nike, Levi’s, J. Crew, GAP

GAP, Nike, Ann Taylor,

Columbia

GAP, Nike, Famous Footwear,

The North Face

GAP, J. Crew, Lands’ End,

Levi’s, Nike

GAP, Levi’s, Nike, The North

Face

             
Total GLA (SF)(1) 402,615 264,929 277,585 271,007 911,765 456,466
Total Occupancy(1) 93.0% 96.8% 97.5% 98.7% 97.9% 100.0%

 

(1)Information obtained from the appraisal and underwritten rent roll.

 

The Borrower. The borrower is Pleasant Prairie Premium Outlets, LLC, a Delaware limited liability company and single purpose entity with one independent director. Pleasant Prairie Premium Outlets, LLC, is 100.0% directly owned by Simon Property Group, L.P. (“Simon”). Legal counsel to the borrower delivered a non-consolidation opinion in connection with the origination of the Pleasant Prairie Premium Outlets Whole Loan. Simon is the guarantor of certain nonrecourse carveouts under the Pleasant Prairie Premium Outlets Whole Loan. Simon’s liability is capped at $29.0 million.

 

The Borrower Sponsor. The borrower sponsor is Simon, a self-administered and self-managed real estate investment trust. Simon owns, develops, and manages retail real estate properties, which consist primarily of malls, Premium Outlets and The Mills. As of December 31, 2016, Simon owned or held an interest in 206 income-producing properties in the United States, which consisted of 108 malls, 67 Premium Outlets, 14 Mills, four lifestyle centers, and 13 other retail properties in 37 states and Puerto Rico.

 

Escrows. The loan documents do not require upfront escrows. The borrower provided a guaranty for outstanding tenant improvements and leasing commissions related to tenants DXL ($177,000), Asics ($105,600), Starbucks ($79,975) and Fila ($54,000).

 

The loan documents do not require ongoing monthly escrows for replacement reserves and rollover reserves as long as (i) no event of default has occurred and is continuing, and (ii) the trailing four calendar quarter debt service coverage ratio (“DSCR”) is greater than or equal to 1.95x for two consecutive calendar quarters. The loan documents do not require ongoing monthly escrows for taxes as long as (a) no event of default has occurred and is continuing, (b) the DSCR is greater than or equal to 1.95x for two consecutive

 

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.

 

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PLEASANT PRAIRIE PREMIUM OUTLETS

 

calendar quarters and (c) the borrower provides the lender with evidence that the Pleasant Prairie Premium Outlets Property taxes have been paid. The loan documents do not require ongoing monthly escrows for insurance premiums as long as (1) no event of default has occurred and is continuing, (2) the DSCR is greater than or equal to 1.95x for two consecutive calendar quarters and (3) borrower provides the lender with evidence that the Pleasant Prairie Premium Outlets Property is insured via an acceptable blanket insurance policy and such policy is in full force and effect.

 

Lockbox and Cash Management. The Pleasant Prairie Premium Outlets Whole Loan requires a lender-controlled lockbox, which is already in place, and that the borrower direct all tenants to deposit all rents directly into such lockbox account. The loan documents also require that all rents received by the borrower or the property manager be deposited into the lockbox account within two business day of receipt. Prior to the occurrence of a Lockbox Event Period (as defined below), all funds are required to be distributed to the borrower. During a Lockbox Event Period, all rents are required to be swept to a lender-controlled cash management account.

 

A “Lockbox Event Period” means the occurrence of (i) an event of default, (ii) the trailing four calendar quarter DSCR falling below 1.70x for two consecutive calendar quarters, or (iii) any bankruptcy of the borrower or manager. A Lockbox Event Period will end, with respect to clause (i), upon the cure of such event of default; with respect to clause (ii), the trailing four calendar quarter DSCR remaining equal to or greater than 1.70x for two consecutive calendar quarters; and with respect to clause (iii), the dismissal of such bankruptcy without any adverse consequences to the Pleasant Prairie Premium Outlets Property or manager’s ability to perform in accordance with the loan documents.

 

Property Management. The Pleasant Prairie Premium Outlets Property is managed by an affiliate of the borrower.

 

Assumption. The borrower has the right to transfer the Pleasant Prairie Premium Outlets Property provided that certain conditions are satisfied, including (i) no event of default under the Pleasant Prairie Premium Outlets Whole Loan documents has occurred and is continuing; (ii) in the event that in connection with such transfer, the manager will not thereafter continue to manage the Pleasant Prairie Premium Outlets Property, then a replacement management agreement with a qualified manager must be executed acceptable to lender; (iii) the lender reasonably determines that the proposed transferee and guarantor satisfy the lender’s credit review and underwriting standards, taking into consideration the transferee’s experience, financial strength and general business standing; and (iv) if requested by lender, rating agency confirmation that the sale and assumption will not result in a downgrade, withdrawal or qualification of the respective ratings assigned to the WFCM 2017-C40 certificates and similar confirmations from each rating agency rating any securities backed by any of the Pleasant Prairie Premium Outlets Property Companion Loans.

 

Partial Release. Not permitted.

 

Real Estate Substitution. Not permitted.

 

Additional Subordinate and Mezzanine Indebtedness. Not permitted.

 

Ground Lease. None.

 

Terrorism Insurance. The loan documents require that the “all risk” insurance policy required to be maintained by the borrower provide coverage for terrorism in an amount equal to the full replacement cost of the Pleasant Prairie Premium Outlets Property, subject to a cap of two times the annual insurance premiums (excluding the wind, flood and earthquake components of such insurance premiums), as well as business interruption insurance covering no less than an amount equal to 100% of the projected gross income from the Pleasant Prairie Premium Outlets Property on an actual loss sustained basis for a period beginning on the date of business interruption and continuing until the restoration of the Pleasant Prairie Premium Outlets Property is completed, or the 18-month period following the occurrence of a casualty event, together with a 12-month extended period of indemnity.

 

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.

 

  61 

 

No. 10 –  Gehl Foods Portfolio
 
Loan Information   Property Information
Mortgage Loan Seller: Wells Fargo Bank, National Association   Single Asset/Portfolio: Portfolio

Credit Assessment

(Fitch/KBRA/Moody’s):

NR/NR/NR   Property Type: Industrial
Original Principal Balance: $22,500,000   Specific Property Type: Warehouse
Cut-off Date Balance: $22,500,000   Location: Germantown, WI
% of Initial Pool Balance: 3.2%   Size: 628,657 SF
Loan Purpose: Acquisition   Cut-off Date Balance Per SF: $35.79
Borrower: AGNL Dairy, L.L.C.   Year Built/Renovated: Various – See Table
Borrower Sponsors: AG Net Lease III Corp.; AG Net Lease III (SO) Corp.   Title Vesting: Fee
Mortgage Rate: 4.220%   Property Manager: Self-managed
Note Date: September 14, 2017   4th Most Recent Occupancy(3): NAV
Anticipated Repayment Date: NAP   3rd Most Recent Occupancy(3): NAV
Maturity Date: October 11, 2027   2nd Most Recent Occupancy(3): NAV
IO Period: 60 months   Most Recent Occupancy(3): NAV
Loan Term (Original): 120 months   Current Occupancy (As of): 100.0% (10/1/2017)
Seasoning: 0 months    
Amortization Term (Original): 360 months   Underwriting and Financial Information:
Loan Amortization Type: Interest-only, Amortizing Balloon      
Interest Accrual Method: Actual/360   4th Most Recent NOI(3): NAV
Call Protection: L(24),GRTR 1% or YM(92),O(4)   3rd Most Recent NOI(3): NAV
Lockbox Type: Hard/Upfront Cash Management   2nd Most Recent NOI(3): NAV
Additional Debt(1): Yes   Most Recent NOI(3): NAV
Additional Debt Type(1): Future Mezzanine   U/W Revenues: $2,958,752
      U/W Expenses: $664,174
      U/W NOI: $2,294,578
          U/W NCF: $2,110,139
          U/W NOI DSCR: 1.73x
          U/W NCF DSCR: 1.59x
Escrows and Reserves(2):         U/W NOI Debt Yield: 10.2%
          U/W NCF Debt Yield: 9.4%
Type: Initial Monthly Cap (If Any)   As-Is Appraised Value: $34,500,000
Taxes $0 Springing NAP   As-Is Appraisal Valuation Date: July 13, 2017
Insurance $0 Springing NAP   Cut-off Date LTV Ratio: 65.2%
Replacement Reserve $0 Springing NAP   LTV Ratio at Maturity: 59.4%
             

 

(1)See “Subordinate and Mezzanine Indebtedness” section.

(2)See “Escrows” section.

(3)The borrower sponsors recently acquired the Gehl Foods Portfolio Properties from the tenant and a lease was not previously in-place.

 

The Mortgage Loan. The mortgage loan (the “Gehl Foods Portfolio Mortgage Loan”) is evidenced by a single promissory note that is secured by a first mortgage encumbering the fee interest in three industrial warehouse facilities in Germantown, Wisconsin (collectively the “Gehl Foods Portfolio Properties”). The Gehl Foods Portfolio Mortgage Loan was originated on September 14, 2017 by Wells Fargo Bank, National Association. The Gehl Foods Portfolio Mortgage Loan had an original principal balance of $22,500,000, has an outstanding principal balance as of the Cut-off Date of $22,500,000 and accrues interest at an interest rate of 4.220% per annum. The Gehl Foods Portfolio Mortgage Loan had an initial term of 120 months, has a remaining term of 120 months as of the Cut-off Date and requires interest-only payments during the first 60 payment periods, followed by payments of principal and interest based on a 30-year amortization schedule. The Gehl Foods Portfolio Mortgage Loan matures on October 11, 2027.

 

Following the lockout period, the borrower has the right to prepay the Gehl Foods Portfolio Mortgage Loan in whole, or in part (see “Partial Release” section), on any date before July 11, 2027, provided that the borrower pays the greater of a yield maintenance premium or a prepayment premium equal to 1.0% of the principal amount being prepaid. In addition, the Gehl Foods Portfolio Mortgage Loan is prepayable without penalty on or after July 11, 2027.

 

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.

 

  62 

 

 

GEHL FOODS PORTFOLIO

 

Sources and Uses

 

Sources         Uses      
Original loan amount $22,500,000   64.4%   Purchase price $34,420,000   98.6%
Borrower sponsors’ new cash contribution 12,416,733   35.6      Closing costs 496,733   1.4
Total Sources $34,916,733   100.0%   Total Uses $34,916,733   100.0%

 

The Properties. The Gehl Foods Portfolio Properties comprise three industrial warehouse buildings totaling approximately 628,657 square feet and located in Germantown, Wisconsin, approximately 18 miles northwest of Milwaukee. As of October 1, 2017 the properties were 100.0% occupied by Gehl Foods LLC (“Gehl Foods”) under a triple net master lease (the “Gehl Foods Lease”). The Gehl Foods Lease commenced on May 4, 2017 and has an initial term of 20 years expiring June 30, 2037, along with four, five-year renewal options that extend the lease to 2057.

 

Gehl Foods is known for its technical expertise in aseptic food and beverage processing, a capital-intensive process that allows food products to maintain a longer shelf life without refrigeration or preservatives. The company has two primary segments: the beverage segment and the cheese sauce segment. Gehl Foods’ beverage segment includes nutritional protein drinks, weight loss shakes, sports drinks, organic milk, pudding, and iced coffees, which are either private label or co-manufactured. Gehl Foods has an estimated 5%-15% market share in the beverage segment. Gehl Foods’ cheese sauce segment includes products that are sold to convenience stores, food service distributors, concession providers, cinemas, and restaurants. Gehl Foods is a top producer in the cheese sauce segment with an estimated 30%-40% market share.

 

The Gehl Foods Portfolio Properties are mission-critical facilities that represent the tenant’s entire production and distribution footprint. Over the last 10 years, Gehl Foods has invested over $100 million in equipment at the Gehl Foods Portfolio Properties, including $20 million in 2017 for an additional bottling and labeling line. The Gehl Foods Portfolio Properties comprise the Crusader Court, Main Street and Freistadt Road properties (see table below). The Crusader Court property is used for storage and mixing of raw materials that are then transported to the Main Street property. After batching and bottling at the Main Street property, all products are then transported to the Freistadt Road property for labeling, storage and distribution.

 

In March 2015, Wind Point Partners (“Wind Point”), a private equity firm based in Chicago, acquired Gehl Foods from the Gehl family. Since 1984, Wind Point has raised over $3 billion in commitments and acquired more than 100 companies. Wind Point is an experienced investor in the food and beverage industry with a current portfolio that also includes Nonni’s and Evans Food Group.

 

The Freistadt Road property comprises 287,863 square feet of rentable area and is situated on a 29.7-acre site. Built in 2005, the Freistadt Road property contains 1.1% office space, 22-foot clear heights and 13 dock high overhead doors. The Freistadt Road property comprises 83 surface parking spaces, equating to a parking ratio of 0.3 spaces per 1,000 square feet of rentable area.

 

The Main Street property comprises 233,652 square feet of rentable area and is situated on a 10.1-acre site. Built in phases from 1917 to 2012, the Main Street property contains 3.9% office space, 12- to 20-foot clear heights and 13 dock high overhead doors. The Main Street property comprises 172 surface parking spaces, equating to a parking ratio of 0.7 spaces per 1,000 square feet of rentable area.

 

The Crusader Court property comprises 107,142 square feet of rentable area and is situated on a 7.2-acre site. Built in 2002, the Crusader Court property contains 5.3% office space, 14- to 20-foot clear heights and 8 dock high overhead doors. The Crusader Court property comprises 45 parking spaces, equating to a parking ratio of 0.4 spaces per 1,000 square feet of rentable area.

 

The following table presents certain information relating to the Gehl Foods Portfolio Properties:

 

Property Name Location Allocated Cut-
Off Date
Principal
Balance
% of
Portfolio
Cut-off
Date
Principal
Balance
Occupancy

Year Built/

Renovated

Net Rentable Area (SF) Appraised
Value
Allocated
LTV
Freistadt Road Germantown, WI $10,700,000 47.6% 100.0% 2005/NAP 287,863 $16,450,000 65.0%
Main Street Germantown, WI $7,800,000 34.7% 100.0% 1917/NAP 233,652 $11,950,000 65.3%
Crusader Court Germantown, WI $4,000,000 17.8% 100.0% 2002/NAP 107,142 $6,100,000 65.6%
Total/Weighted Average $22,500,000 100.0% 100.0%   628,657    

 

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.

 

  63 

 

 

GEHL FOODS PORTFOLIO

 

Major Tenant

 

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
           
Major Tenant            
Gehl Foods NR/NR/NR 628,657 100.0% $3.84(1) $ 2,415,345 100.0% 6/30/2037(2)
Occupied Collateral Total 628,657 100.0% $3.84 $ 2,415,345 100.00%  
               
Vacant Space   0 0.0%        
               
Collateral Total   628,657 100.00%        
               

 

(1)The Annual U/W Base Rent PSF shown represents allocated rental rates of $4.00 per square foot for the Crusader Court and Freistadt Road properties and $3.58 per square foot for the Main Street property.

(2)Gehl Foods has four, 5-year lease extension options.

 

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

 

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
Base Rent
% 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
2017 0 0 0.0% 0 0.0% $0 0.0% $0.00
2018 0 0 0.0% 0 0.0% $0 0.0% $0.00
2019 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
Thereafter 3 628,657 100.0% 628,657 100.0% $2,415,345 100.0% $3.84
Vacant 0 0 0.0% 628,657 100.0% $0 0.0% $0.00
Total/Weighted Average 3 628,657 100.0%     $2,415,345 100.0% $3.84

 

(1)Information obtained from the underwritten rent roll.

 

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

 

Historical Occupancy

 

12/31/2013(1)

12/31/2014(1)

12/31/2015(1)

12/31/2016(1)

10/1/2017(2)

NAV NAV NAV NAV 100.0%

 

(1)The borrower sponsors recently acquired the Gehl Foods Portfolio Properties from the tenant and a lease was not previously in-place.

(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.

 

  64 

 

 

GEHL FOODS PORTFOLIO

 

Operating History and Underwritten Net Cash Flow. The following table presents certain information relating to the underwritten net cash flow at the Gehl Foods Portfolio Properties:

 

Cash Flow Analysis(1)

 

  U/W % of U/W
Effective
Gross
Income
U/W $
per SF
Base Rent $2,415,345 81.6%  $3.84
Total Reimbursables  664,174 22.4    1.06
Less Vacancy & Credit Loss     (120,767)(2) (4.1)    (0.19)
Effective Gross Income  $2,958,752 100.0%  $4.71
       
Total Operating Expenses  $664,174 22.4%    $1.06
       
Net Operating Income  $2,294,578 77.6%  $3.65
Replacement Reserves     94,299 3.2    0.15
TI/LC     90,141 3.0    0.14
Net Cash Flow  $2,110,139 71.3%  $3.36
       
NOI DSCR 1.73x    
NCF DSCR 1.59x    
NOI DY 10.2%    
NCF DY 9.4%    

 

(1)Historical statements are unavailable as the borrower sponsors recently acquired the Gehl Foods Portfolio Properties from the tenant and a lease was not previously in-place.

(2)The underwritten economic vacancy is 5.0%. The Gehl Foods Portfolio Properties were 100.0% physically occupied as of October 1, 2017.

 

Appraisal. As of the appraisal valuation date of July 13, 2017, the Gehl Foods Portfolio Properties had an aggregate “as-is” appraised value of $34,500,000. As of the same date, the appraiser also concluded to an aggregate “go-dark” appraised value for the Gehl Foods Portfolio Properties of $23,450,000.

 

Market Overview and Comparable Properties. The Gehl Foods Portfolio Properties are located in the city of Germantown, Wisconsin, approximately 18 miles northwest of the Milwaukee central business district. All three of the Gehl Foods Portfolio Properties are located within three miles of Interstate 41 (the Freistadt Road property is approximately 1.5 miles east of Interstate 41, while the Main Street and Crusader Court properties are approximately 2.7 miles east of Interstate 41); and the three properties are all within 2.0 miles of one another (the Main Street and Crusader Court properties are adjacent to one another, while the Freistadt Road property is approximately 2.0 miles northwest). Within a five-mile radius of the Gehl Foods Portfolio Properties, the 2017 estimated population ranged from 41,186 to 46,186; and within the same radius, the average household income ranged from $91,984 to $95,147.

 

According to a third party market research report, the Gehl Foods Portfolio Properties are located within the Washington submarket of the Milwaukee industrial market. As of the second quarter of 2017, the submarket reported total inventory of 19.7 million square feet with a 3.4% vacancy rate and average asking rent of $4.13 per square foot. For the same period, the overall Milwaukee industrial market reported total inventory of 198.2 million square feet with a 4.5% vacancy rate and average asking rent of $3.95 per square foot.

 

The following table presents certain information relating to comparable industrial leases to the Gehl Foods Portfolio Properties:

 

Comparable Leases(1)

 

Property Name/Location Year Built Tenant Name Total SF Distance to Subject Clear Height (ft) Dock Doors Rent PSF Lease Type
Former Harley Davidson Warehouse / Franklin, WI 1996 Baptista’s Bakery 246,348 30.3 miles 30-31’ 22 ext $3.79 NNN
5401 W. Donges Bay Rd. / Mequon, WI 1971 Almo Distribution 442,188 7.9 miles 24-26’ 41 ext $3.50 NNN
Former Sam’s Club / Milwaukee, WI 1991 Sellars Absorbant Materials, Inc. 138,330 9.7 miles 16-24’ 6 ext $3.00 NNN
West Bend Distribution Facility / West Bend, WI 2004 Gardner Pet Group, Inc. 160,000 17.2 miles 28-28’ 15 ext $3.75 NNN
1630 Enterprise / Sturtevant, WI 1998 Goodwill Retail 237,900 45.1 miles 24’ 16 ext $4.50 NNN

 

(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.

 

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GEHL FOODS PORTFOLIO

 

The Borrower. The borrower is AGNL Dairy, L.L.C. a Delaware limited liability company and single purpose entity with one independent director. Legal counsel to the borrower delivered a non-consolidation opinion in connection with the origination of the Gehl Foods Portfolio Mortgage Loan. AG Net Lease III Corp. and AG Net Lease III (SO) Corp. are the guarantors of certain nonrecourse carveouts under the Gehl Foods Portfolio Mortgage Loan. The guarantors’ liability related to environmental matters is capped at $22.5 million.

 

The Borrower Sponsors. The sponsors are AG Net Lease III Corp. and AG Net Lease III (SO) Corp., which are each owned and controlled by Angelo, Gordon & Co, L.P. (“Angelo Gordon”). Founded in 1988, Angelo Gordon is a privately-held registered investment advisor with approximately $28.0 billion assets under management. Angelo Gordon engages in all aspects of real estate investment and management, including acquisition, financing, disposition, leasing and construction management. The firm has real estate professionals in New York, Los Angeles, London, Hong Kong, Seoul, Tokyo and Shanghai and since 1993 has acquired properties valued at over $13.0 billion.

 

Escrows. The loan documents do not require ongoing monthly escrows for taxes as long as (i) no event of default has occurred and is continuing, (ii) the borrower provides the lender with evidence that the Gehl Foods Portfolio Properties’ taxes have been paid and (iii) the Gehl Foods Lease is not in full force and effect. The loan documents do not require ongoing monthly escrows for insurance premiums as long as (a) no event of default has occurred and is continuing, (b) the borrower provides the lender with evidence that the Gehl Foods Portfolio Properties are insured via an acceptable blanket insurance policy and such policy is in full force and effect and (c) the Gehl Foods Lease is not in full force and effect. The loan documents do not require ongoing replacement reserves as long as no Cash Trap Event Period (as defined below) has occurred and is continuing, subject to a cap of $188,597.

 

Lockbox and Cash Management. The Gehl Foods Portfolio Mortgage Loan requires a lender-controlled lockbox account, which is already in-place, and that the borrower directs the tenant to pay its rents directly into such lockbox account. The loan documents also require that all rents received by the borrower or the property manager be deposited into the lockbox account within one business day of receipt. Prior to the occurrence of a Cash Trap Event Period, all excess cash flow is required to be distributed to the borrower. During a Cash Trap Event Period, all excess funds will be retained by the lender as additional collateral for the Gehl Foods Portfolio Mortgage Loan.

 

A “Cash Trap Event Period” will commence upon the earlier of: (i) an event of default or; (ii) the amortizing debt service coverage ratio being less than 1.20x for one calendar quarter; (iii) the date that Gehl Foods discontinues its business (i.e. “goes dark”) at 50% of the total leasable area of either the Freistadt Road or Main Street properties; (iv) the date that Gehl Foods (or its parent) becomes insolvent or a debtor in any action or proceeding under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization, conservatorship, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with respect to its debts or debtors; or (v) the Gehl Foods Lease is terminated as a result of a default beyond any applicable notice and cure period set forth in such lease.

 

A Cash Trap Event Period will end, with respect to clause (i), upon the cure of such event of default; with respect to clause (ii), upon the amortizing debt service coverage ratio being equal to or greater than 1.20x for one calendar quarter; with respect to clause (iii) upon the occurrence of a Gehl Foods Go Dark Trigger Cure Event (as defined below); with respect to clause (iv) upon the occurrence of a Gehl Foods Bankruptcy Trigger Cure Event (as defined below); or with respect to clause (v) upon the occurrence of a Gehl Foods Lease Cure Event (as defined below).

 

A “Gehl Foods Go Dark Trigger Cure Event” will occur upon the earlier of (i) a Gehl Foods Lease Cure Event; (ii) recommencement of operations by Gehl Foods at the applicable property; (iii) the deposits of excess cash flow equaling two years of underwritten base rent and recoveries under the Gehl Foods Lease; or (iv) the borrower depositing with the lender a letter of credit in the amount of rent and reimbursements under the Gehl Foods Lease for the succeeding 18-month period.

 

A “Gehl Foods Bankruptcy Trigger Cure Event” will occur upon the earlier of (i) the date on which the borrower has delivered evidence to the lender that the Gehl Foods Lease has been assumed by or assigned to one or more replacement tenants satisfactory to the lender, without any modifications to the Gehl Foods Lease, pursuant to a valid bankruptcy court order; (ii) the date on which Gehl Foods ceases to be a debtor in any action or proceeding under creditors rights laws and has not otherwise rejected the Gehl Foods Lease; or (iii) in the event the Gehl Foods Lease is rejected by Gehl Foods in any action or proceeding under creditors rights laws, upon a Gehl Foods Lease Cure Event.

 

A “Gehl Foods Lease Cure Event” will occur upon (A) the borrower entering into one or more leases with one or more replacement tenants acceptable to the lender, each at a net effective rental rate of not less than the net effective rental rate under the Gehl Foods Lease, for a term of not less than the term remaining under the Gehl Foods Lease, (B) the borrower delivering to the lender a copy of each replacement lease and a subordination, non-disturbance and attornment agreement from each replacement tenant, (C) each replacement tenant occupying all of its space, being open for business and paying full unabated rent, (D) all tenant improvement work to be performed by borrower has been completed and paid in full and (E) the borrower having paid all leasing brokerage commissions in connection with each replacement lease.

 

Property Management. The Gehl Foods Portfolio Properties are managed by an affiliate of the borrower.

 

Assumption. The borrower has the three-time right to transfer the Gehl Foods Portfolio Properties, provided that certain other conditions are satisfied, including, but not limited to: (i) no event of default has occurred and is continuing; (ii) the lender’s reasonable determination that the proposed transferee and guarantor satisfy the lender’s credit review and underwriting standards, taking into consideration transferee experience, financial strength and general business standing; and (iii) if requested by the lender, rating agency confirmation from Fitch, KBRA and Moody’s that the transfer will not result in a downgrade, withdrawal or qualification of the respective ratings assigned to the Series 2017-C40 Certificates.

 

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.

 

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GEHL FOODS PORTFOLIO

 

Partial Release. The Gehl Foods Portfolio Mortgage Loan permits the release of any of the Gehl Foods Portfolio Properties in connection with a sale of such property, upon satisfaction of the following conditions (among others): (i) payment of a release price equal to 115% of the allocated amount for the release property (along with any applicable yield maintenance); (ii) the debt service coverage ratio following the release is no less than the greater of the debt service coverage ratio immediately preceding the release and 1.40x; (iii) the LTV following the release is no greater than the lesser of the LTV prior to the release and 65.0%; and (iv) the debt yield following the release is no less than the greater of the debt yield prior to the release and 8.5%.

 

Real Estate Substitution. Not permitted.

 

Subordinate and Mezzanine Indebtedness. Provided no event of default has occurred and is continuing, the borrower is permitted to incur future mezzanine indebtedness, provided (i) prior written notice of 30 days is provided to the lender specifying the origination date of the permitted mezzanine loan, (ii) the mezzanine lender enters into an intercreditor agreement acceptable to the rating agencies and reasonably acceptable to the lender, (iii) the mezzanine loan will have a term that is at least coterminous with the Gehl Foods Portfolio Mortgage Loan, (iv) the combined loan-to-value ratio for the Gehl Foods Portfolio Mortgage Loan and permitted mezzanine loan will not be greater than 65%, (v) the debt service coverage ratio of the Gehl Foods Portfolio Mortgage Loan and the permitted mezzanine loan is equal to or greater than 1.20x, (vi) the combined debt yield for the Gehl Foods Portfolio Mortgage Loan and permitted mezzanine loan is equal to or greater than 8.0%; and (vii) a rating agency confirmation from each of Fitch, KBRA, and Moody’s that the future mezzanine indebtedness will not result in a downgrade, withdrawal or qualification of the respective ratings assigned to the Series 2017-C40 Certificates.

 

Ground Lease. None.

 

Terrorism Insurance. The loan documents require that the “all risk” insurance policy required to be maintained by the borrower provide coverage for terrorism in an amount equal to the full replacement cost of the Gehl Foods Portfolio Properties (provided that the borrower is not required to pay terrorism insurance premiums in excess of two times the premium for all risk and business interruption coverage if the Terrorism Risk Insurance Program Reauthorization Act is no longer in effect). The loan documents also require business interruption insurance covering no less than an amount equal to 100% of the projected gross income from the Gehl Foods Portfolio Properties on actual loss sustained basis for a period beginning on the date of business interruption and continuing until the restoration of the Gehl Foods Portfolio Properties is completed, or the 12-month period following the occurrence of a casualty event, together with a six-month extended period of indemnity.

 

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.

 

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No. 11 – iStar Leased Fee Portfolio
 
Loan Information   Property Information
Mortgage Loan Seller: Barclays Bank PLC   Single Asset/Portfolio: Portfolio
Credit Assessment (Fitch/KBRA/Moody’s): NR/NR/NR   Property Type: Other
Original Principal Balance(1): $20,000,000   Specific Property Type: Leased Fee
Cut-off Date Balance(1): $20,000,000   Location(6): Various
% of Initial Pool Balance: 2.8%   Size(6): Various
Loan Purpose: Recapitalization   Cut-off Date Balance Per SF/Room: NAP
Borrowers: Various   Year Built/Renovated(6): Various/Various
Borrower Sponsor(2): iStar Inc.   Title Vesting(6): Various
Mortgage Rate: 3.795%   Property Manager: NAP
Note Date: March 30, 2017   4th Most Recent Occupancy: NAP
Anticipated Repayment Date: April 6, 2027   3rd Most Recent Occupancy: NAP
Maturity Date: April 6, 2028   2nd Most Recent Occupancy: NAP
IO Period: 120 months   Current Occupancy: NAP
Loan Term (Original): 120 months      
Seasoning: 6 months   Underwriting and Financial Information:
Amortization Term (Original): NAP      
Loan Amortization Type: Interest-only, ARD   4th Most Recent NOI: NAP
Interest Accrual Method: Actual/360   3rd Most Recent NOI: NAP
Call Protection: L(30),GRTR 1% or YM or D(85),O(5)   2nd Most Recent NOI: NAP
Lockbox Type: Hard/Springing Cash Management   Most Recent NOI: NAP
Additional Debt(1): Yes    
Additional Debt Type(1): Pari Passu   U/W Revenues(7): NAP
      U/W Expenses(7): NAP
      U/W NOI(7): $18,511,396
          U/W NCF(7): $18,511,396
          U/W NOI DSCR(1): 2.12x
          U/W NCF DSCR(1): 2.12x
Escrows and Reserves:         U/W NOI Debt Yield(1): 8.2%
          U/W NCF Debt Yield(1): 8.2%
Type: Initial Monthly Cap (If Any)   As-Is Appraised Value(8): $346,160,000
Taxes(3) $0 Springing NAP   As-Is Appraisal Valuation Date(8): Various
Insurance(4) $0 Springing NAP   Cut-off Date LTV Ratio(1)(8): 65.6%
Ground Rent Funds(5) $0 Springing NAP   LTV Ratio at Maturity(1)(8): 65.6%
             

 

(1)See “The Mortgage Loan” section. All statistical information related to loan-to-value ratios, debt service coverage ratios and debt yields are based on the iStar Leased Fee Portfolio Whole Loan (as defined below).

(2)The guarantor of certain nonrecourse carveouts under the iStar Leased Fee Portfolio Whole Loan is iStar Inc. The iStar Leased Fee Portfolio Whole Loan documents provide for Safety, Income and Growth Inc. (“SAFE”) to become the non-recourse carveout guarantor under the iStar Leased Fee Portfolio Whole Loan in lieu of iStar Inc., provided that SAFE has a market capitalization in excess of $500,000,000 or net worth in excess of $250,000,000. There can be no assurance as to whether, or when, any of these transactions will occur. See “Description of the Mortgage Pool—Certain Terms of the Mortgage LoansNon-Recourse Carveout Limitations” in the Preliminary Prospectus.

(3)During the continuance of a Trigger Period (as defined in the iStar Leased Fee Portfolio Whole Loan documents) (and to the extent that a Borrower Reserve Period (as defined in the iStar Leased Fee Portfolio Whole Loan documents) caused by a Tax Reserve Trigger Event (as defined in the iStar Leased Fee Portfolio Whole Loan documents) or a Ground Lease Termination Event (as defined in the iStar Leased Fee Portfolio Whole Loan documents) is continuing), the iStar Leased Fee Portfolio Borrowers are required to escrow monthly 1/12th of the annual estimated tax payments with respect to each individual property for which a Borrower Reserve Period caused by a Tax Reserve Trigger Event or a Ground Lease Termination Event is continuing.

(4)During the continuance of a Trigger Period (and to the extent that a Borrower Reserve Period caused by an Insurance Reserve Trigger Event (as defined in the iStar Leased Fee Portfolio Whole Loan documents) or a Ground Lease Termination Event is continuing), the iStar Leased Fee Portfolio Borrowers are required to escrow monthly 1/12th of the annual estimated insurance premiums (unless the iStar Leased Fee Portfolio Borrowers maintain an acceptable blanket policy) with respect to each individual property for which a Borrower Reserve Period caused by an Insurance Reserve Trigger Event or a Ground Lease Termination Event is continuing.

(5)During the continuance of a Trigger Period (and to the extent that a Borrower Reserve Period caused by a Ground Rent Reserve Trigger Event (as defined in the iStar Leased Fee Portfolio Whole Loan documents) or a Ground Lease Termination Event is continuing), the iStar Leased Fee Portfolio Borrowers are required to escrow monthly 1/12th of the amount that would be sufficient to pay the ground rent payable during the next 12 months with respect to each individual property for which a Borrower Reserve Period caused by a Ground Rent Reserve Trigger Event or a Ground Lease Termination Event is continuing.

(6)See “The Properties” section.

(7)See “Cash Flow Analysis” section. Underwriting and Financial Information is based on the current annual ground lease payments due under the ground leases described under “The Properties” below and is inclusive of approximately $1,256,456 of straight line rent representing the present value of contractual rent increases through the term of each respective ground lease based on a 6.0% discount rate. The estimated “Look Through” DSCR and “Look Through” DY based on the U/W estimated NOI of the non-collateral improvements on the iStar Leased Fee Portfolio Properties is approximately 7.26x and 27.9% respectively.

(8)The iStar Leased Fee Portfolio Properties valued individually reflect a cumulative “as-is” appraised value of $346,160,000. The appraiser also concluded to an appraised value of $360,100,000 for the portfolio if sold in its entirety to a single buyer, which would result in a Cut-off Date LTV Ratio of 63.0%. Additionally, the appraiser concluded to an estimated fee simple appraised value of $714,450,000 (i.e. assuming that the iStar Leased Fee Portfolio Properties were unencumbered by the ground leases), which would result in a Cut-off Date LTV Ratio of 31.8%.

 

The Mortgage Loan. The mortgage loan (the “iStar Leased Fee Portfolio Mortgage Loan”) is part of a whole loan (the “iStar Leased Fee Portfolio Whole Loan”), that is evidenced by six senior pari passu notes (Notes A-1-1, A-1-2, A-1-3-1, A-1-3-2, A-2 and A-3) secured by (a) a first priority fee mortgage encumbering the land under seven hotel properties, three office properties, one

 

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.

 

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ISTAR LEASED FEE PORTFOLIO

 

multifamily property and one self storage property and (b) a first priority fee and leasehold mortgage encumbering a leasehold interest and a portion of the fee interest in the land under one hotel site, all of which land is encumbered by ground leases (collectively, the “iStar Leased Fee Portfolio Properties”). The iStar Leased Fee Portfolio Whole Loan was originated on March 30, 2017 by Barclays Bank PLC, JPMorgan Chase Bank, National Association and Bank of America, N.A. The iStar Leased Fee Portfolio Whole Loan had an original principal balance of $227,000,000, has an outstanding principal balance as of the Cut-off Date of $227,000,000 and and accrues interest at an interest rate of 3.795% per annum (the “Initial Interest Rate”). The iStar Leased Fee Portfolio Whole Loan had an initial term of 120 months, has a remaining term of 114 months as of the Cut-off Date and requires interest-only payments through the anticipated repayment date (“ARD”). The ARD is April 6, 2027 and the final maturity date is April 6, 2028. In the event that the iStar Leased Fee Portfolio Whole Loan is not repaid in full on or prior to the ARD, the iStar Leased Fee Portfolio Whole Loan will accrue interest at a per annum rate equal to the greater of (i) 3.0% above the interpolated U.S. treasury swap rate, (ii) 3.0% above the interpolated U.S. treasury rate and (iii) 6.795%. (the “Adjusted Interest Rate”); however, interest accrued at the excess of the Adjusted Interest Rate over the Initial Interest Rate (the “Accrued Interest”) will be deferred. In addition, from and after the ARD, all excess cash flow from the iStar Leased Fee Portfolio Properties after the payment of reserves, interest calculated at the Initial Interest Rate and operating expenses will be applied (a) first to repay the principal balance of the iStar Leased Fee Portfolio Whole Loan until paid in full and (b) second to the payment of Accrued Interest.

 

Note A-1-3-2, which will be contributed to the WFCM 2017-C40 Trust, had an original principal balance of $20,000,000 and has an outstanding principal balance as of the Cut-off Date of $20,000,000 and represents a non-controlling interest in the iStar Leased Fee Portfolio Whole Loan. Note A-1-1, which had an original principal balance of $55,000,000 was contributed to the MSC 2017-H1 Trust. Note A-1-1 represents the controlling interest in the iStar Leased Fee Portfolio Whole Loan. The non-controlling Note A-1-2, which had an original principal balance of $40,600,000, was contributed to the WFCM 2017-C38 securitization trust. The non-controlling Note A-1-3-1, which had an original principal balance of $20,600,000, was contributed to the WFCM 2017-C39 securitization trust. The non-controlling Note A-2, which had an original principal balance of $45,400,000, was contributed to the DBJPM 2017-C6 securitization trust. The non-controlling Note A-3, which had an original principal balance of $45,400,000, was contributed to the BANK 2017-BNK5 securitization trust. Notes A-1-1, A-1-2, A-1-3-1, A-1-3-2, A-2 and A-3 are collectively referred to as the “iStar Leased Fee Portfolio Pari Passu Companion Loans”. The See “Description of the Mortgage Pool—The Whole Loans—The Non-Serviced Pari Passu Whole Loans” and “Pooling and Servicing Agreement” in the Prospectus.

 

Note Summary(1)

 

Notes Original Balance Note Holder Controlling Interest
A-1-1 $55,000,000 MSC 2017-H1 Yes
A-1-2 $40,600,000 WFCM 2017-C38 No
A-1-3-1 $20,600,000 WFCM 2017-C39 No
A-1-3-2 $20,000,000 WFCM 2017-C40 No
A-2 $45,400,000 DBJPM 2017-C6 No
A-3 $45,400,000 BANK 2017-BNK5 No
Total $227,000,000    

 

Following the lockout period, the borrower has the right to defease the iStar Leased Fee Portfolio Whole Loan in whole on any date before November 9, 2026. The lockout period will expire on the earlier to occur of (i) two years after the closing date of the securitization that includes the last note to be securitized and (ii) March 30, 2020. In addition, following the lockout period, on any date prior to November 9, 2026, the borrower has the right to prepay the iStar Leased Fee Portfolio Whole Loan in whole as long as such prepayment is accompanied with the payment of the greater of a yield maintenance premium or 1.0% of the amount being prepaid. Following the lockout period, the iStar Leased Fee Portfolio may be prepaid in part in connection with a partial release (see “Partial Release” section). The iStar Leased Fee Portfolio Whole Loan is prepayable without penalty on or after November 9, 2026.

 

Sources and Uses(1)

 

Sources       Uses    
Original whole loan amount $227,000,000 100.0%   Return of equity $221,757,129 97.7%
        Closing costs 5,242,871 2.3
Total Sources $227,000,000 100.0%   Total Uses $227,000,000 100.0%

 

(1)Immediately after loan origination, 51.0% of the equity interest in the borrowers was sold to two entities, GIC (Realty) Private Limited and Lubert-Adler, L.P. in two separate transactions, for an aggregate purchase price of $57.5 million or an implied value of the iStar Leased Fee Portfolio Properties of approximately $339.7 million, which would result in a Cut-off Date LTV Ratio of 66.8% and a Maturity Date or ARD LTV ratio of 66.8%.

 

The Properties. The iStar Leased Fee Portfolio Properties are located in ten different states and underlie improvements consisting of seven hotels (2,488 keys, 78.1% of allocated loan amount (“ALA”)), three offices (1,169,928 SF, 19.7% of ALA), one multifamily complex (207 units, 1.6% of ALA) and one self-storage facility (104,000 SF, 0.6% of ALA). Five of the properties (74.6% of the ALA) (the “Hilton Properties”) are ground leased under a single lease to HLT Operate DTWC LLC. Park Intermediate Holdings LLC is the guarantor of the master lease from the borrower to HLT Operate DTWC LLC. Park Intermediate Holdings LLC is a subsidiary of Park Hotels & Resorts Inc. and one of two Hilton Worldwide Holdings Inc. spin-offs. The Hilton Properties lease will expire in approximately nine years on December 31, 2025 and may be extended with respect to any or all of the Hilton Properties, with two additional five year extension periods remaining. One Ally Center (14.1% of ALA) is ground leased to 500 Webward LLC with an initial lease expiration date in March 2114 with two 30 year renewal options. No other leasehold owner accounts for more than 3.3% of ALA. The iStar Leased Fee Portfolio Properties have a weighted average age of approximately 18 years and an average remaining initial ground lease term of approximately 28 years, or approximately 48 years when fully extended.

 

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.

 

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ISTAR LEASED FEE PORTFOLIO

 

The following table presents certain information relating to the iStar Leased Fee Portfolio Properties:

 

Property Name Whole Loan Cut-off Date ALA Ownership Interest Leasehold Owner Initial Leasehold Expiration Final Leasehold Expiration Leased Fee NOI Leased Fee Appraised Value
Hilton Salt Lake $55,312,000 Fee HLT Operate DTWC LLC 12/31/2025(2) 12/31/2035 $3,300,706 $79,900,000
DoubleTree Seattle Airport $40,000,000 Fee / Leasehold(1) HLT Operate DTWC LLC 12/31/2025(2) 12/31/2035 $5,374,280 $75,700,000
DoubleTree Mission Valley $38,084,000 Fee HLT Operate DTWC LLC 12/31/2025(2) 12/31/2035 $1,776,034 $55,000,000
One Ally Center $31,961,000 Fee 500 Webward LLC 3/31/2114(3) 3/31/2174 $3,353,970 $46,140,000
DoubleTree Sonoma $19,300,000 Fee HLT Operate DTWC LLC 12/31/2025(2) 12/31/2035 $1,157,870 $27,700,000
DoubleTree Durango $16,604,000 Fee HLT Operate DTWC LLC 12/31/2025(2) 12/31/2035 $1,155,514 $24,400,000
Northside Forsyth Hospital Medical Center $7,577,000 Fee Forsyth Physicians Center SPE 1, LLC 4/25/2115(4) 4/25/2175 $654,595 $11,000,000
NASA/JPSS Headquarters $5,190,000 Fee DRV Greentec, LLC 10/31/2075(5) 10/31/2105 $472,292 $7,550,000

Dallas Market Center: Sheraton

Suites

$4,151,000 Fee Dallas Suites RE, LLC 9/30/2114 9/30/2114 $524,334 $6,000,000

Dallas Market Center: Marriott

Courtyard

$3,736,000 Fee ARC Hospitality Portfolio I DLGL Owner, LP 1/2/2026(6) 1/2/2066 $297,000 $5,400,000
The Buckler Apartments $3,633,000 Fee CA / Phoenix 401 Property Owner, LLC 11/30/2112 11/30/2112 $312,186 $5,300,000
Lock-Up Self Storage Facility $1,452,000 Fee Lock Up - Evergreen Development Series LLC 9/30/2037 9/30/2037 $132,615 $2,070,000
Total: $227,000,000         $18,511,396 $346,160,000

 

(1)The DoubleTree Seattle Airport collateral is comprised of both a portion of the fee interest and a leasehold interest in the fee portion that is not collateral, which together are leased to HLT Operate DTWC LLC which operates the hotel. The portion of the collateral which consists of a leasehold interest is owned in fee by a third party and underlies the majority of the DoubleTree Seattle Airport hotel’s improvements. The fee collateral includes approximately a third of the hotel parking and one wing of rooms which contains a total of 180 rooms and the leasehold collateral includes the remainder of the property.

(2)HLT Operate DTWC LLC has two, five year renewal options.

(3)500 Webward LLC has two, 30 year renewal options.

(4)Forsyth Physicians Center SPE 1, LLC has two, 30 year renewal options.

(5)DRV Greentec LLC has two, 15 year renewal options.

(6)ARC Hospitality Portfolio I DLGL Owner, LP has four, 10 year renewal options.

 

The following table presents certain information relating to the improvements which underlie the iStar Leased Fee Portfolio Properties:

 

Property Name Location Property Type Year Built / Renovated Look-Through
NOI
Units / SF / Rooms Look Through Most Recent Occupancy(1) Fee Simple Appraised Value(2)
Hilton Salt Lake Salt Lake City, UT Hotel 1983 / 2012 $9,778,443 499 72.0% $105,100,000
DoubleTree Seattle Airport Seattle, WA Hotel 1969 / 2011 $14,682,914 850 85.0% $140,000,000
DoubleTree Mission Valley San Diego, CA Hotel 1991 / 2012 $7,804,702 300 87.0% $82,000,000
One Ally Center Detroit, MI Office 1992 / NAP $13,920,739 957,355 100.0% $174,620,000
DoubleTree Sonoma Rohnert Park, CA Hotel 1987 / 2016 $4,153,633 245 75.0% $41,600,000
DoubleTree Durango Durango, CO Hotel 1986 / 2009 $3,379,284 159 79.0% $36,400,000
Northside Forsyth Hospital Medical Center Cumming, GA Office 2017 / NAP $901,501 92,573 95.0% $15,730,000
NASA/JPSS Headquarters Lanham, MD Office 1994 / NAP $1,221,724 120,000 100.0% $17,100,000
Dallas Market Center: Sheraton Suites Dallas, TX Hotel 1989 / 2017 $2,438,398 251 79.0% $20,900,000
Dallas Market Center: Marriott Courtyard Dallas, TX Hotel 1989 / 2015 $2,254,686 184 72.0% $27,300,000
The Buckler Apartments Milwaukee, WI Multifamily 1977 / 2016 $2,103,422 207 75.0% $39,900,000
Lock-Up Self Storage Facility Bloomington, MN Self Storage 2008 / NAP $754,685 104,000 84.0% $13,800,000
Total:       $63,394,131     $714,450,000

 

(1)The hotel occupancy rates shown are the average occupancy rates of the hotels for the 12 months ending December 31, 2016. Construction at Northside Forsyth Hospital Medical Center was recently completed and occupancy reflects pre-leased percentage as of December 31, 2016. The occupancy rate of The Buckler Apartments is as of March 15, 2017. The occupancy rate of Lock-Up Self Storage Facility is as of June 30, 2016.

(2)The Fee Simple Appraised Value assumes the properties are unencumbered by the ground 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.

 

  70 

 

 

ISTAR LEASED FEE PORTFOLIO

 

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

 

Cash Flow Analysis

 

Property Name U/W Base Rent(1) Overage Rent(2) U/W NOI % of U/W NOI U/W NOI DSCR “Look Through” Fee Simple U/W NOI “Look Through” Fee Simple U/W NOI DSCR
Hilton Salt Lake $2,687,691 $613,015 $3,300,706 17.8% 1.55x $9,778,443 4.59x
DoubleTree Seattle Airport $4,503,580 $870,700 $5,374,280 29.0% 3.49x $14,682,914 9.54x
DoubleTree Mission Valley $1,122,198 $653,836 $1,776,034 9.6% 1.21x $7,804,702 5.33x
One Ally Center $3,353,970 $0 $3,353,970 18.1% 2.73x $13,920,739 11.32x
DoubleTree Sonoma $733,106 $424,764 $1,157,870 6.3% 1.56x $4,153,633 5.59x
DoubleTree Durango $860,668 $294,846 $1,155,514 6.2% 1.81x $3,379,284 5.29x
Northside Forsyth Hospital Medical Center $654,595 $0 $654,595 3.5% 2.25x $901,501 3.09x
NASA/JPSS Headquarters $472,292 $0 $472,292 2.6% 2.37x $1,221,724 6.12x
Dallas Market Center: Sheraton Suites $524,334 $0 $524,334 2.8% 3.28x $2,438,398 15.27x
Dallas Market Center: Marriott Courtyard $125,000 $172,000 $297,000 1.6% 2.07x $2,254,686 15.68x
The Buckler Apartments $312,186 $0 $312,186 1.7% 2.23x $2,103,422 15.05x
Lock-Up Self Storage Facility $132,615 $0 $132,615 0.7% 2.37x $754,685 13.51x
Total: $15,482,235 $3,029,161 $18,511,396 100.0% 2.12x $63,394,131 7.26x

 

(1)U/W Base Rent is inclusive of approximately $1,256,456 of straight line rent representing the present value of contractual rent increases through the term of each respective ground lease based on a 6.0% discount rate.

(2)Overage Rent is based on 7.5% of gross sales over a breakpoint of $32,979,294 for DoubleTree Seattle Airport, $20,688,611 for Hilton Salt Lake, $12,392,794 for DoubleTree Mission Valley, $9,293,520 for DoubleTree Sonoma and $6,037,795 for DoubleTree Durango. Overage Rent for Dallas Market Center: Marriott Courtyard is calculated as 5.0% of gross room sales in excess of $125,000.

 

Market Overview and Competition. The iStar Leased Fee Portfolio is comprised of 12 properties located in ten states and eleven distinct markets, listed below by descending Allocated Cut-off Date Loan Amount.

 

Property Name Address Estimated 2016 Population (five-mile radius)(1) Estimated Average 2016 Household Income (five-mile radius)(1)
Hilton Salt Lake 255 South West Temple, Salt Lake City, UT 230,805 $69,217
DoubleTree Seattle Airport 18740 International Boulevard, Seattle, WA 219,802 $70,608
DoubleTree Mission Valley 7450 Hazard Center Drive, San Diego, CA 520,204 $75,313
One Ally Center 500 Woodward Avenue, Detroit, MI 189,959 $36,581
DoubleTree Sonoma 1 DoubleTree Drive, Rohnert Park, CA 118,400 $74,918
DoubleTree Durango 501 Camino Del Rio, Durango, CO 23,216 $72,938
Northside Forsyth Hospital Medical Center 4150 Deputy Bill Cantrell Memorial Road, Cumming, GA 98,372 $113,511
NASA/JPSS Headquarters 7700 and 7720 Hubble Drive, Lanham, MD 170,176 $101,951
Dallas Market Center: Sheraton Suites 2101 North Stemmons Freeway, Dallas, TX 351,125 $94,722
Dallas Market Center: Marriott Courtyard 2150 Market Center Boulevard, Dallas, TX 351,125 $94,722
The Buckler Apartments 401 West Michigan Street, Milwaukee, WI 457,329 $53,318
Lock-Up Self Storage Facility 221 American Boulevard West, Bloomington, MN 232,507 $97,793

 

(1)Based on various appraisal reports for the iStar Leased Fee 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.

 

  71 

 

 

No. 12 – 45 Eisenhower Drive
 
Loan Information   Property Information
Mortgage Loan Seller: Barclays Bank PLC   Single Asset/Portfolio: Single Asset
Credit Assessment (Fitch/KBRA/Moody’s): NR/NR/NR   Property Type: Office
Original Principal Balance: $19,975,000   Specific Property Type: Suburban
Cut-off Date Balance: $19,949,869   Location: Paramus, NJ
% of Initial Pool Balance: 2.8%   Size: 174,912 SF
Loan Purpose: Refinance   Cut-off Date Balance Per SF: $114.06
Borrower: 45 Eisenhower Venture, LLC   Year Built/Renovated: 1986/2016
Borrower Sponsors: Steven Bergman; Michael Bergman   Title Vesting: Leasehold
Mortgage Rate: 4.750%   Property Manager: Self-managed
Note Date: September 8, 2017   4th Most Recent Occupancy(4): 83.9% (12/31/2013)
Anticipated Repayment Date: NAP   3rd Most Recent Occupancy(4): 78.1% (12/31/2014)
Maturity Date: September 6, 2027   2nd Most Recent Occupancy(4): 77.5% (12/31/2015)
IO Period: NAP   Most Recent Occupancy (As of)(4): 79.9% (12/31/2016)
Loan Term (Original): 120 months   Current Occupancy (As of)(4)(5): 90.0% (7/1/2017)
Seasoning: 1 month    
Amortization Term (Original): 360 months   Underwriting and Financial Information:
Loan Amortization Type: Amortizing Balloon      
Interest Accrual Method: Actual/360   4th Most Recent NOI(4): $1,889,063 (12/31/2014)
Call Protection: L(25),D(91),O(4)   3rd Most Recent NOI(4): $1,730,813 (12/31/2015)
Lockbox Type: Hard/Springing Cash Management   2nd Most Recent NOI(4): $1,751,577 (12/31/2016)
Additional Debt: None   Most Recent NOI(4): $2,193,727 (TTM 7/31/2017)
Additional Debt Type: NAP    
         
      U/W Revenues: $3,991,814
      U/W Expenses: $1,833,588
Escrows and Reserves:         U/W NOI: $2,158,225
          U/W NCF: $1,863,413
Type: Initial Monthly Cap (If Any)   U/W NOI DSCR: 1.73x
Taxes $69,175 $34,587 NAP   U/W NCF DSCR: 1.49x
Insurance(1) $0 Springing NAP   U/W NOI Debt Yield: 10.8%
Replacement Reserves $0 $2,915 NAP   U/W NCF Debt Yield: 9.3%
TI/LC Reserve(2) $900,000 $21,864 $900,000   As-Is Appraised Value: $28,400,000
Deferred Maintenance $9,375 $0 NAP   As-Is Appraisal Valuation Date: June 13, 2017
Ground Rent Reserve $76,089 $0 NAP   Cut-off Date LTV Ratio: 70.2%
Other(3) $143,901 $0 NAP   LTV Ratio at Maturity or ARD: 57.3%
             

 

(1)Ongoing monthly reserves for insurance are not required so long as (i) no event of default has occurred and is continuing, (ii) insurance requirements are being satisfied by a blanket policy acceptable to the lender; and (iii) the borrower provides the lender with evidence of renewal of the policies and timely proof of payment of the insurance premiums.

(2)Ongoing monthly TI/LC reserves are not required so long as no event of default has occurred and is continuing and to the extent that the balance of the TI/LC reserves is at least (i) $900,000 prior to the satisfaction of the M&T Renewal Criteria (as defined) or (ii) $700,000 after the satisfaction of the M&T Renewal Criteria. A “M&T Renewal Criteria” will mean that the lender will have received (i) reasonably satisfactory evidence that M&T Bank has renewed its lease in accordance with the term set forth in such lease for a term of not less than five years and (ii) an updated tenant estoppel certificate from M&T Bank confirming that, among other things (a) such renewal and terms of such renewal, (b) the M&T Bank lease is in full force and effect, (c) M&T Bank is in physical occupancy of its respectable space and paying full contractual rent and (d) there is no default by the borrower under the M&T Bank lease.

(3)The Upfront Other Reserve represents $35,182 for outstanding gap and free rent for M&T Bank and $108,719 for outstanding tenant improvements.

(4)See “Historical Occupancy” and “Cash Flow Analysis” sections.

(5)Current Occupancy includes 4,308 square feet occupied by M&T Bank (the “Expansion Space”), which has a lease commencement date of August 1, 2017; however, the tenant is in the process of building out the space. The tenant expects to take occupancy by October 15, 2017, but no later than December 1, 2017. M&T Bank will also receive one month of free rent. All gap and free rent amounts were deposited into escrow by the borrower on the origination date.

 

The Mortgage Loan. The mortgage loan is evidenced by a single promissory note secured by the leasehold interest in a suburban office building located in Paramus, New Jersey (the “45 Eisenhower Drive Property”), approximately 12.0 miles west of midtown Manhattan. The 45 Eisenhower Drive Property was built in 1986, and according to the borrower, renovated between 2004 and 2016 at a cost of approximately $2.3 million, and is situated on a 9.7-acre site. Major tenants at the 45 Eisenhower Drive Property include M&T Bank/Hudson Savings (“M&T Bank”), Koch Modular Process Systems (“KMPS”) and Camerican International (“Camerican”). The property serves as the northern New Jersey headquarters for M&T Bank, and serves as the headquarters for KMPS and Camerican. Amenities at the property include a full-service café with patio seating, a day-care center (which is also a tenant at the 45 Eisenhower Drive Property), on-site property management and full-time lobby personnel. The 45 Eisenhower Drive Property contains 664 surface parking spaces, resulting in a parking ratio of 3.8 spaces per 1,000 square feet of rentable area. As of July 1, 2017, the 45 Eisenhower Drive Property was 90.0% occupied by 21 tenants.

 

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.

 

  72 

 

 

45 EISENHOWER DRIVE

 

The 45 Eisenhower Drive Property is located in Paramus, New Jersey, adjacent to the Garden State Parkway, 0.7 miles from Route 17 and 12.0 miles west of Manhattan. Additional access to the 45 Eisenhower Drive Property is provided by State Route 4 located to the south. State Route 17 and State Route 4 connect the property to Interstate 80, which provides east/west access to the surrounding area. The 45 Eisenhower Drive Property is located proximate to the Arcola Country Club, the Ridgewood Country Club, the Paramus Golf Course and the Garden State Plaza Shopping Center. According to the appraisal, the estimated 2017 population within a three- and five-mile radius of the 45 Eisenhower Drive Property was 149,073, and 566,159, respectively. The estimated 2017 median household income within the same radii was $88,655 and $71,508, respectively. According to a third party market research report, the 45 Eisenhower Drive Property is located in the Route 4/17 office submarket within the Bergen Central office submarket cluster in the Northern New Jersey office market. As of the first quarter of 2017, the Route 4/17 office submarket comprised 193 buildings totaling 6.1 million square feet with a reported vacancy rate of 12.4% and an asking rent of $27.57 PSF. For the same period, the Route 4/17 class B office submarket comprised 82 buildings totaling 2.4 million square feet with a reported vacancy rate of 6.5% and an asking rent of $25.05 PSF. As of the first quarter of 2017, the Bergen Central submarket cluster reported an overall inventory of 11.0 million square feet with a reported vacancy rate of 12.9%. The appraiser concluded to a market rent of $24.00 per square foot, modified gross, with $0.50 per square foot annual rent increase.

 

Sources and Uses

 

Sources       Uses    
Original loan amount $19,975,000 100.0%   Payoff Existing Debt $17,906,675 89.6%
        Reserves 1,198,540 6.0   
        Closing costs 452,776 2.3   
        Return of equity 417,010 2.1   
Total Sources $19,975,000 100.0%   Total Uses $19,975,000 100.0%

 

The following table presents certain information relating to the tenancy at the 45 Eisenhower Drive Property:

 

Major Tenant

 

Tenant Name

Credit Rating (Fitch/Moody’s/

S&P)(1) 

Tenant NRSF % of
NRSF
Annual U/W Base Rent PSF(2) Annual
U/W Base Rent(2)
% of Total Annual U/W Base Rent Lease
Expiration
Date
             
Major Tenant          
M&T Bank(3)(4) NR/NR/A- 42,609 24.4% $24.50 $1,043,921 27.6% 7/31/2019(5)(6)
KMPS NR/NR/NR 20,564 11.8% $24.00 $493,536 13.0% 2/28/2023(7)
Camerican NR/NR/NR 16,363 9.4% $19.75 $323,169 8.5% 9/30/2026(8)(9)
Cloud Akademie / Lightbridge NR/NR/NR 12,728 7.3% $24.00 $305,472 8.1% 2/28/2031(10)
Wealth Preservation NR/NR/NR 8,098 4.6% $24.50 $198,401 5.2% 8/31/2023(11)
Total Major Tenants 100,362 57.4% $23.56 $2,364,499 62.5%  
             
Non-Major Tenants 57,078 32.6% $24.86 $1,418,801 37.5%  
             
Occupied Collateral Total 157,440 90.0% $24.03 $3,783,300 100.0%  
             
Vacant Space   17,472 10.0%        
               
Collateral Total 174,912 100.0%        
               
                 
(1)Certain ratings are those of the parent company whether or not the parent guarantees the lease.

(2)Annual U/W Base Rent PSF and Annual U/W Base Rent include contractual rent steps through August 2018, totaling $33,479.

(3)M&T Bank recently expanded at the 45 Eisenhower Drive Property for a portion of the 5th floor totaling 4,308 square feet.

(4)M&T Bank is entitled to one month of free rent for the Expansion Space.

(5)A cash flow sweep will commence if the borrower fails to satisfy the M&T Renewal Criteria on or before the date that is 12 months prior to the expiration of the M&T Bank lease.

(6)M&T Bank has two, five-year lease renewal options on its fourth floor space (38,301 square feet).

(7)KMPS has one, five-year lease renewal option.

(8)Camerican has the one-time right to terminate its lease as of the end of the 84th month of the lease term (September 30, 2023), with 12 months’ written notice and a termination fee equal to the unamortized tenant improvements and leasing costs, amortized over the original term of the lease at a 5% interest rate.

(9)Camerican has one, five-year lease renewal option.

(10)Cloud Akademie / Lightbridge has two, five-year lease renewal options.

(11)Wealth Preservation has one, five-year lease 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.

 

  73 

 

 

45 EISENHOWER DRIVE

 

The following table presents certain information relating to the lease rollover schedule at the 45 Eisenhower Drive 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
% of Total Annual U/W Base Rent Annual
 U/W
Base Rent
 PSF(3)
MTM 1 1 0.0% 1 0.0% $2,400 0.1% $2,400.00
2017 0 0 0.0% 1 0.0% $0 0.0% $0.00
2018 3 11,714 6.7% 11,715 6.7% $318,821 8.4% $27.22
2019(4) 2 45,532 26.0% 57,247 32.7% $1,116,996 29.5% $24.53
2020 2 7,080 4.0% 64,327 36.8% $177,183 4.7% $25.03
2021 4 13,752 7.9% 78,079 44.6% $328,709 8.7% $23.90
2022 2 6,561 3.8% 84,640 48.4% $156,375 4.1% $23.83
2023 3 31,419 18.0% 116,059 66.4% $756,727 20.0% $24.08
2024 2 12,290 7.0% 128,349 73.4% $297,449 7.9% $24.20
2025 0 0 0.0% 128,349 73.4% $0 0.0% $0.00
2026 1 16,363 9.4% 144,712 82.7% $323,169 8.5% $19.75
2027 0 0 0.0% 144,712 82.7% $0 0.0% $0.00
Thereafter 1 12,728 7.3% 157,440 90.0% $305,472 8.1% $24.00
Vacant 0 17,472 10.0% 174,912 100.0% $0 0.0% $0.00
Total/Weighted Average 21 174,912 100.0%     $3,783,300 100.0% $24.03

 

(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)Weighted Average U/W Base Rent PSF excludes vacant space.

(4)The roll in 2019 is driven by M&T Bank’s lease expiration. A cash flow sweep will commence if the borrower fails to satisfy the M&T Renewal Criteria on or before the date that is 12 months prior to the expiration of the M&T Bank lease.

 

The following table presents historical occupancy percentages at the 45 Eisenhower Drive Property:

 

Historical Occupancy

 

12/31/2013(1)(2)

12/31/2014(1)(2)

12/31/2015(1)

12/31/2016(1)(3)

7/1/2017(3)(4)(5)

83.9% 78.1% 77.5% 79.9% 90.0%

 

(1)Information obtained from the borrower.

(2)The decrease in occupancy from 2013 to 2014 is driven by two tenants vacating, SuperMedia (14,030 square feet), who had filed for bankruptcy and Trans Systems (14,000 square feet), whose business model forced them to move to a more urban location, Newark, New Jersey.

(3)The increase in occupancy from 2016 to July 1, 2017 is primarily due to three new leases executed by the borrower totaling 9,940 square feet and M&T Bank executing a lease for the Expansion Space.

(4)Information obtained from the underwritten rent roll.

(5)Occupancy as of July 1, 2017 includes 4,308 square feet occupied by M&T Bank, which has a lease commencement date of August 1, 2017; however, the tenant is in the process of building out the space. The tenant expects to take occupancy by October 15, 2017, but no later than December 15, 2017. M&T Bank will also receive one month of free rent. All gap and free rent amounts were deposited into escrow by the borrower on the origination date.

 

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.

 

  74 

 

 

45 EISENHOWER DRIVE

 

Operating History and Underwritten Net Cash Flow. The following table presents certain information relating to the underwritten net cash flow at the 45 Eisenhower Drive Property:

 

Cash Flow Analysis

 

  2014(1) 2015(1) 2016(2) TTM 7/31/2017(2) U/W % of U/W Effective Gross Income U/W $ per SF
Base Rent(3) $3,410,111 $3,185,883 $3,147,768 $3,609,213 $3,783,300 94.8% $21.63
Grossed Up Vacant 0 0 0 0 418,576 10.5 2.39
Total Reimbursables 253,923 329,121 356,797 400,902 311,651 7.8 1.78
Other Income(4) 39,483 35,664 22,510 22,625 22,625 0.6 0.13
Less Vacancy & Credit

0

0

0

0

(544,338)(5)

(13.6)

(3.11)

Effective Gross $3,703,518 $3,550,669 $3,527,075 $4,032,740 $3,991,814 100.0% $22.82
               
Total Operating Expenses $1,814,455 $1,819,856 $1,775,498 $1,839,013 $1,833,588 45.9% $10.48
Net Operating Income $1,889,063 $1,730,813 $1,751,577 $2,193,727 $2,158,225 54.1% $12.34
TI/LC 0 0 0 0 259,830(6) 6.5 1.49
Capital Expenditures

0

0

0

0

34,982

0.9

0.20

Net Cash Flow $1,889,063 $1,730,813 $1,751,577 $2,193,727 $1,863,413 46.7% $10.65
               
NOI DSCR 1.51x 1.38x 1.40x 1.75x 1.73x    
NCF DSCR 1.51x 1.38x 1.40x 1.75x 1.49x    
NOI DY 9.5% 8.7% 8.8% 11.0% 10.8%    
NCF DY 9.5% 8.7% 8.8% 11.0% 9.3%    

 

(1)The decrease in Net Operating Income from 2014 to 2015 is attributable to two tenants vacating, SuperMedia (14,030 square feet), who had filed for bankruptcy and Trans Systems (14,000 square feet), whose business model forced them to move to a more urban location, Newark, New Jersey.

(2)The increase in Net Operating Income from 2016 to TTM 7/31/2017 is primarily driven by three new leases executed by the borrower totaling $234,701 in base rent.

(3)U/W Base Rent includes include contractual rent steps through August 2018, totaling $33,479.

(4)Other Income comprises antenna income from Nextel/Sprint.

(5)The underwritten economic vacancy is 12.0%. The 45 Eisenhower Drive Property was 90.0% leased as of July 1, 2017.

(6)U/W TI/LC is inclusive of a TI/LC credit equivalent to one-tenth of the upfront TI/LC reserve of $90,000.

 

The following table presents certain information relating to comparable office leases for the 45 Eisenhower Drive Property:

 

Comparable Leases(1)

 

Property Name/Location Year Built/ Renovated Stories Total GLA (SF) Class Distance from Subject Tenant Name Lease Date/Term Lease Area (SF) Annual Base Rent PSF Lease Type

Heights Plaza

777 Terrace Ave.

Hasbrouck Heights, NJ 

1980/NAP 6 199,000 A 5.3 miles WTEC Energy April 2017 / 10.6 Yrs 17,215 $22.50 MG

461 From Road 

461 From Road 

Paramus, NJ

1988/NAP 5 253,554 A 2.9 miles IBM

May 2016

/ 5.6 Yrs

7,884 $26.50 MG

The Atrium

80 Route 4 East

Paramus, NJ

1984/NAP 4 165,212 B 1.8 miles Worldwide Logistic

April 2016

/ 7.6 Yrs

9,620 $22.00 MG

Two University Plaza

2 University Plaza

Hackensack, NJ 

1978/NAP 6 148,403 A 4.4 miles Osen, LLC

April 2015

/ 3.0 Yrs

3,500 $22.50 MG

Park 80 West Plaza I & II

250 Pehle Ave.

Saddle Brook, NJ

1972/2005 6 493,856 A 4.2 miles JP Morgan

April 2015

/ 10.0 Yrs

13,633 $26.50 MG
   
(1)Information obtained from the appraisal and third party reports.

 

Ground Lease. The 45 Eisenhower Drive Property is subject to a ground lease with Quad Associates. The ground lease at 45 Eisenhower Drive Property expires on January 1, 2058 and the borrower is obligated to pay an annual ground rent of $304,075. The ground rent is subject to escalations every five years equal to the percentage increase in the Consumer’s Price Index; however, the escalation will not exceed 10.0% for any adjustment period. See “Description of the Mortgage Pool – Mortgage Pool Characteristics – Fee & Leasehold Estates; Ground Leases” 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.

 

  75 

 

 

No. 13 – Hilton Garden Inn Chicago/North Loop
 
Loan Information   Property Information
Mortgage Loan Seller: Wells Fargo Bank, National Association   Single Asset/Portfolio: Single Asset
Credit Assessment (Fitch/KBRA/Moody’s): NR/NR/NR   Property Type: Hospitality
Original Principal Balance(1): $20,000,000   Specific Property Type: Select Service
Cut-off Date Balance(1): $19,905,023   Location: Chicago, IL
% of Initial Pool Balance: 2.8%   Size: 191 Rooms
Loan Purpose: Acquisition   Cut-off Date Balance Per Room(1): $177,165
Borrower Name: AFP 110 Corp.; AFP Thirty Eight LLC; AFP Thirty Nine LLC   Year Built/Renovated: 2015/NAP
Sponsor: United Capital Corp.   Title Vesting: Fee
Mortgage Rate: 4.800%   Property Manager: Self-managed
Note Date: June 7, 2017   3rd Most Recent Occupancy(4): NAV
Anticipated Repayment Date: NAP   2nd Most Recent Occupancy(4): NAV
Maturity Date: June 11, 2027   Most Recent Occupancy (As of): 75.7% (12/31/2016)
IO Period: NAP   Current Occupancy (As of): 77.1% (6/30/2017)
Loan Term (Original): 120 months      
Seasoning: 4 months   Underwriting and Financial Information:
Amortization Term (Original): 360 months    
Loan Amortization Type: Amortizing Balloon   4th Most Recent NOI(4): NAV
Interest Accrual Method: Actual/360   3rd Most Recent NOI(4): NAV
Call Protection: L(28),D(88),O(4)   2nd Most Recent NOI (As of): $3,601,992 (12/31/2016)
Lockbox Type: Hard/Springing Cash Management   Most Recent NOI (As of): $3,739,909 (TTM 6/30/2017)
Additional Debt(1): Yes   U/W Revenues: $10,141,170
Additional Debt Type(1): Pari Passu   U/W Expenses: $6,423,078
      U/W NOI: $3,718,092
          U/W NCF: $3,312,445
          U/W NOI DSCR(1): 1.74x
Escrows and Reserves:         U/W NCF DSCR(1): 1.55x
          U/W NOI Debt Yield(1): 11.0%
Type: Initial Monthly Cap (If Any)   U/W NCF Debt Yield(1): 9.8%
Taxes $118,556 $44,449 NAP   As-Is Appraised Value: $59,300,000
Insurance $0 Springing(2) NAP   As-Is Appraisal Valuation Date: April 21, 2017
Replacement Reserve $0 $33,648 NAP   Cut-off Date LTV Ratio(1): 57.1%
Seasonality Reserve $0 Springing(3) NAP   LTV Ratio at Maturity or ARD(1): 46.8%
             
             
               
(1)The Hilton Garden Inn Chicago/North Loop Whole Loan (as defined below), which had an original principal balance of $34,000,000, is comprised of two pari passu notes (Notes A-1 and A-2). The controlling Note A-1 had an original principal balance of $20,000,000, has an outstanding principal balance of $19,905,023 as of the Cut-Off Date and will be contributed to the WFCM 2017-C40 Trust. The non-controlling Note A-2 had an original principal balance of $14,000,000 and was contributed to the WFCM 2017-C39 Trust. All statistical information related to balances per square foot, loan-to-value ratios, debt service coverage ratios and debt yields are based on the Hilton Garden Inn Chicago/North Loop Whole Loan.

(2)Ongoing monthly reserves for insurance are not required so long as (i) no event of default has occurred and is continuing; (ii) Hilton Garden Inn Chicago/North Loop Property is insured via an acceptable blanket insurance policy; and (iii) the borrower provides the lender with evidence of renewal of the insurance policies and timely proof of payment of insurance premiums.

(3)Monthly seasonality reserves of $178,386 from August through October are not required so long as (i) no event of default has occurred and is continuing and (ii) the amortizing debt service coverage ratio from the preceding December through February is greater than or equal to 1.00x.

(4)Historical operating history prior to 2016 is not available because the Hilton Garden Inn Chicago/North Loop Property was built in 2015.

 

The Hilton Garden Inn Chicago/North Loop Mortgage Loan part of a whole loan (the “Hilton Garden Inn/North Loop Whole Loan”) that is evidenced by two promissory notes (Notes A-1 and A-2) secured by a first mortgage encumbering the fee interest in a 191-room select service hotel located in Chicago, Illinois (the “Hilton Garden Inn Chicago/North Loop Property”).

 

The Hilton Garden Inn Chicago/North Loop Property was built in 2015 and is situated on a 0.1-acre site. The Hilton Garden Inn Chicago/North Loop Property is comprised of 39 standard double queen guestrooms and 152 standard king guestrooms. The guestrooms are equipped with a telephone, desk with chair, dresser, nightstand, lamps, lounge chair, flat-screen television, mini-fridge, microwave, clock radio, coffee maker, iron and ironing board, and hair dryer. Amenities at the Hilton Garden Inn Chicago/North Loop Property include a restaurant and lounge, known as the Garden Grille and Bar, 24-hour grab-and-go Pavilion Pantry market, approximately 266 square feet of meeting space, fitness center and business center. The Hilton Garden Inn Chicago/North Loop Property is located in downtown Chicago, along the southern bank of the Chicago River in the North Loop neighborhood of the central business district. According to the appraisal, the market segmentation at the Hilton Garden Inn Chicago/North Loop Property is 55% corporate, 10% meeting and group, and 35% leisure. The franchise agreement expires on March 31, 2035.

 

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.

 

  76 

 

 

HILTON GARDEN INN CHICAGO/NORTH LOOP

 

Note Summary

 

Notes Original Balance   Note Holder Controlling Interest
A-1 $20,000,000   WFCM 2017-C40 Yes
A-2 $14,000,000   WFCM 2017-C39 No
Total $34,000,000      

 

Sources and Uses

 

Sources         Uses      
Original loan amount $34,000,000   58.3%   Purchase Price $58,000,000     99.4%
Borrower sponsors’ new cash contribution 24,326,504   41.7   Closing Costs 326,504      0.6
Total Sources $58,326,504   100.0%   Total Uses $58,326,504   100.0%

 

Subject and Market Historical Occupancy, ADR and RevPAR(1)

 

 

Competitive Set 

Hilton Garden Inn
Chicago/North Loop

Penetration Factor

Year 

Occupancy 

ADR 

RevPAR 

Occupancy 

ADR 

RevPAR 

Occupancy 

ADR 

RevPAR 

TTM 6/30/2017 78.8% $190.31 $150.00 77.1% $179.30 $138.23 97.8% 94.2% 92.2%
TTM 6/30/2016 76.8% $190.35 $146.12 63.7% $183.57 $116.97 83.0% 96.4% 80.1%
TTM 6/30/2015(2) 80.4% $191.43 $153.89 NAV NAV NAV NAV NAV NAV

 

(1)Information obtained from a third party hospitality report dated July 18, 2017. The competitive set includes the following hotels: Courtyard Chicago Downtown River North, Hilton Garden Inn Chicago Downtown Magnificent Mile, Hampton Inn Majestic Chicago Theatre District, aloft Hotel Chicago City Center, Comfort Suites Michigan Avenue Loop Chicago, Hyatt Place Chicago Downtown River North, and Hampton Inn Chicago Downtown North Loop Michigan Avenue.
(2)TTM 6/30/2015 Occupancy, ADR and RevPAR prior to 2016 are not available because the Hilton Garden Inn Chicago/North Loop Property was built in 2015.

 

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 Hilton Garden Inn Chicago/North Loop Property:

 

Cash Flow Analysis

 

  2016 TTM 6/30/2017 U/W % of U/W
Total
Revenue
U/W $
per Room
Occupancy 75.7% 77.1% 77.1%    
ADR $179.58 $177.91 $177.91    
RevPAR $135.95 $137.23 $137.23    
           
Room Revenue $9,477,968 $9,567,147 $9,567,147 94.3% $50,090
F&B Revenue 245,152 273,288 273,288 2.7 1,431
Other Revenue(1) 169,543 300,735 300,735 3.0 1,575
Total Revenue

$9,892,663

$10,141,170

$10,141,170

100.0%

$53,095

           
Total Department Expenses

2,596,410

2,589,924

2,589,924

25.5

13,560

Gross Operating Profit $7,296,253 $7,551,246 $7,551,246 74.5% $39,535
           
Total Undistributed Expenses

2,590,100

2,700,153 

2,721,970

26.8

14,251

    Profit Before Fixed Charges $4,706,153 $4,851,093 $4,829,276 47.6% $25,284
           
Total Fixed Charges

1,104,161

1,111,184

1,111,184

11.0

5,818

           
Net Operating Income $3,601,992 $3,739,909 $3,718,092 36.7% $19,466
FF&E

0

0

405,647

4.0

2,124

  Net Cash Flow $3,601,992 $3,739,909 $3,312,445 32.7% $17,343
           
NOI DSCR 1.68x 1.75x 1.74x    
NCF DSCR 1.68x 1.75x 1.55x    
NOI DY 10.6% 11.1% 11.0%    
NCF DY 10.6% 11.1% 9.8%    
           
(1)Other Revenue includes parking revenue (guest fees for off-site valet parking), no shows, gift shop, meeting room rental, telephone, and miscellaneous items.

 

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.

 

  77 

 

 

No. 14 – Sentinel Business Center
 
Loan Information   Property Information
Mortgage Loan Seller: Barclays Bank PLC   Single Asset/Portfolio: Single Asset

Credit Assessment

 

(Fitch/KBRA/Moody’s)

 

NR/NR/NR   Property Type: Industrial
Original Principal Balance: $17,500,000   Specific Property Type: Warehouse
Cut-off Date Balance: $17,455,975   Location: San Antonio, TX
% of Initial Pool Balance: 2.5%   Size: 328,412 SF
Loan Purpose: Refinance   Cut-off Date Balance Per SF: $53.15
Borrower: Sentinel Business Owner, LLC   Year Built/Renovated: 1980/2007
Borrower Sponsor: Forester Investments   Title Vesting: Fee
Mortgage Rate: 4.495%   Property Manager: Self-Managed
Note Date: August 4, 2017   4th Most Recent Occupancy (As of)(2): 92.4% (12/31/2013)
Anticipated Repayment Date: NAP   3rd Most Recent Occupancy (As of)(2): 82.8% (12/31/2014)
Maturity Date: August 6, 2027   2nd Most Recent Occupancy (As of): 100.0% (12/31/2015)
IO Period: NAP   Most Recent Occupancy (As of): 91.7% (12/31/2016)
Loan Term (Original): 120 months   Current Occupancy (As of): 97.4% (8/1/2017)
Seasoning: 2 months    
Amortization Term (Original): 360 months   Underwriting and Financial Information:
Loan Amortization Type: Amortizing Balloon      
Interest Accrual Method: Actual/360   4th Most Recent NOI (As of): $1,534,152 (12/31/2014)
Call Protection: L(26),D(90),O(4)   3rd Most Recent NOI (As of): $1,512,618 (12/31/2015)
Lockbox Type: Springing   2nd Most Recent NOI (As of): $1,738,290 (12/31/2016)
Additional Debt: None   Most Recent NOI (As of)(3): $1,599,638 (TTM 3/31/2017)
Additional Debt Type: NAP    
      U/W Revenues: $2,440,438
      U/W Expenses: $673,128
      U/W NOI(3): $1,767,310
          U/W NCF: $1,566,988
          U/W NOI DSCR: 1.66x
Escrows and Reserves:         U/W NCF DSCR: 1.47x
          U/W NOI Debt Yield: 10.1%
Type: Initial Monthly Cap (If Any)   U/W NCF Debt Yield: 9.0%
Taxes $70,781 $35,391 NAP   As-Is Appraised Value: $24,000,000
Insurance(1) $0 Springing NAP   As-Is Appraisal Valuation Date: July 14, 2017
Replacement Reserve $340,219 $4,105 NAP   Cut-off Date LTV Ratio: 72.7%
TI/LC Reserve $164,000 $13,684 $493,000   LTV Ratio at Maturity: 58.9%
             
(1)Ongoing monthly reserves for insurance are not required so long as the Sentinel Business Center Property (as defined below) is insured via an acceptable blanket insurance policy.

(2)The decrease from 4th Most Recent Occupancy to 3rd Most Recent Occupancy is primarily attributable to tenant roll in the second half of 2014 and the subsequent re-tenanting in 2015 to 100.0% occupancy. Based on a monthly average, the Sentinel Business Center Property was 91.4% occupied in 2014 and 91.9% occupied in 2015.

(3)The increase from Most Recent NOI to U/W NOI is primarily attributable to SERVPRO (representing 30,050 square feet) and CFI Delivery LTD (representing 11,278 square feet) which executed new leases in May 2017 representing an aggregate $203,379 of underwritten base rent.

 

The mortgage loan is evidenced by a single promissory note that is secured by a first mortgage encumbering the fee interest in a 328,412 square foot industrial warehouse facility known as the Sentinel Business Center located in San Antonio, Texas (the “Sentinel Business Center Property”) approximately 14 miles north of the San Antonio central business district and directly north of the San Antonio International Airport. The Sentinel Business Center Property consist of six buildings built in 1980, feature clear heights ranging from 16 to 18 feet, have approximately 25.0% office finishes and is situated on four parcels totaling approximately 18.5-acres. Major tenants at the Sentinel Business Center Property include Travis Tile Sales, SERVPRO, Dynamex, Inc., Allegiance Floors / Wagner and Printed Supply, Inc. No single tenant represents more than 9.5% of the net rentable area or 7.5% of the annual underwritten base rent. As of August 1, 2017, the Sentinel Business Center Property was 97.4% occupied by 34 tenants. 

 

The Sentinel Business Center Property is located within Bexar County in the city of San Antonio, approximately 14 miles north of the San Antonio central business district and directly north of the San Antonio International Airport. According to the appraisal, the 2017 population within a one-, three- and five-mile radius of the Sentinel Business Center Property was 6,087, 84,640 and 268,773, respectively; and the average household income within the same radii was $71,856, $79,037 and $82,349, respectively. The Sentinel Business Center Property benefits from its proximity to several transportation arteries, including Interstate Highway 35 and Loop 1604 which circles San Antonio and provides access to all other major highways. According to a third party market research report, the Sentinel Business Center Property industrial submarket reported a total inventory of approximately 16.9 million square feet with a 4.0% vacancy rate and an average asking rent of $8.85 per square foot as of the second quarter of 2017.

 

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.

 

  78 

 

 

SENTINEL BUSINESS CENTER 

 

Sources and Uses

 

Sources         Uses      
Original loan amount $17,500,000   100.0%   Loan Payoff(1) $12,491,130   71.4%
          Return of Equity 4,167,486   23.8
          Reserves 575,000   3.3
          Closing Costs 266,384   1.5
Total Sources $17,500,000   100.0%   Total Uses $17,500,000   100.0%

 

(1)The Sentinel Business Center Property was previously securitized in the BSCMS 2007-PW18 transaction. Loan Payoff represents the allocated loan amount of the previously existing debt to the Sentinel Business Center Property.

 

The following table presents certain information relating to the tenancy at the Sentinel Business Center Property:

 

Major Tenants

 

Tenant Name

Credit Rating (Fitch/ 

Moody’s/ 

S&P) 

Tenant NRSF % of
NRSF
Annual U/W Base Rent PSF(1) Annual
U/W Base Rent(1)
% of Total Annual U/W Base Rent Lease
Expiration
Date
           
Major Tenants            
Travis Tile Sales NR/NR/NR 31,127 9.5% $4.50 $140,072 7.5% 10/31/2024
SERVPRO NR/NR/NR 30,050 9.2% $4.61 $138,531 7.4% 8/31/2022
Dynamex, Inc. NR/NR/NR 26,400 8.0% $4.25 $112,200 6.0% 7/31/2018(2)
Allegiance Floors / Wagner NR/NR/NR 17,200 5.2% $5.75 $98,900 5.3% 12/31/2020(3)
Printed Supply, Inc NR/NR/NR 13,500 4.1% $6.44 $86,940 4.7% 3/31/2020
Total Major Tenants   118,277 36.0% $4.88 $576,642 31.0%  
               
Non-Major Tenants 201,435 61.3% $6.38 $1,284,621 69.0%  
               
Occupied Collateral Total 319,712 97.4% $5.82 $1,861,263 100.0%  
               
Vacant Space   8,700 2.6%        
               
Collateral Total   328,412 100.0%        
               

 

(1)Annual U/W Base Rent PSF and Annual U/W Base Rent include contractual rent steps through September 2018 totaling $38,781.

(2)Dynamex, Inc. has two, three-year lease renewal options.

(3)Allegiance Floors / Wagner has one, five-year lease renewal option.

 

The following table presents certain information relating to the lease rollover schedule at the Sentinel Business Center 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
% 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
2017 0 0 0.0% 0 0.0% $0 0.0% $0.00
2018 8 64,057 19.5% 64,057 19.5% $381,021 20.5% $5.95
2019 6 41,909 12.8% 105,966 32.3% $275,148 14.8% $6.57
2020 9 92,866 28.3% 198,832 60.5% $565,045 30.4% $6.08
2021 5 31,032 9.4% 229,864 70.0% $193,951 10.4% $6.25
2022 3 40,843 12.4% 270,707 82.4% $207,519 11.1% $5.08
2023 2 17,878 5.4% 288,585 87.9% $98,509 5.3% $5.51
2024 1 31,127 9.5% 319,712 97.4% $140,072 7.5% $4.50
2025 0 0 0.0% 319,712 97.4% $0 0.0% $0.00
2026 0 0 0.0% 319,712 97.4% $0 0.0% $0.00
2027 0 0 0.0% 319,712 97.4% $0 0.0% $0.00
Thereafter 0 0 0.0% 319,712 97.4% $0 0.0% $0.00
Vacant 0 8,700 2.6% 328,412 100.0% $0 0.0% $0.00
Total/Weighted Average 34 328,412 100.0%     $1,861,263 100.0% $5.82

 

(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)Weighted Average Annual U/W Base Rent PSF 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.

 

  79 

 

 

SENTINEL BUSINESS CENTER 

 

The following table presents historical occupancy percentages at the Sentinel Business Center Property:

 

Historical Occupancy

 

12/31/2013(1)(2) 

12/31/2014(1)(2) 

12/31/2015(1)(2) 

12/31/2016(1) 

8/1/2017(3) 

92.4% 82.8% 100.0% 91.7% 97.4%

 

(1)Information obtained from the borrower.

(2)The decrease from 12/31/2013 Occupancy to 12/31/2014 Occupancy and increase from 12/31/2014 Occupancy to 12/31/2015 Occupancy is primarily attributable to tenant roll in the second half of 2014 and the subsequent re-tenanting in 2015 to 100.0% occupancy. Based on a monthly average, the Sentinel Business Center Property was 91.4% occupied in 2014 and 91.9% occupied in 2015.

(3)Information obtained from the underwritten rent roll.

 

Operating History and Underwritten Net Cash Flow. The following table presents certain information relating to the historical operating performance and the underwritten net cash flow at the Sentinel Business Center Property:

 

Cash Flow Analysis

 

  2014 2015 2016 TTM 3/31/2017 U/W % of U/W Effective Gross Income U/W $ per SF
Base Rent $1,571,613 $1,591,794 $1,746,924 $1,679,925 $1,861,263(1) 76.3% $5.67
Grossed Up Vacant Space 0 0 0 0 53,884 2.2 0.16
Total Reimbursables 551,724 665,066 700,324 696,733 617,584 25.3 1.88
Other Income(2) 38,493 30,035 39,923 34,600 36,150 1.5 0.11
Less Vacancy & Credit Loss 0 0 0 0 (128,444)(3) (5.3) (0.39)
Effective Gross Income $2,161,830 $2,286,895 $2,487,171 $2,411,258 $2,440,438 100.0% $7.43
               
Total Operating Expenses $627,678 $774,277 $748,881 $811,620 $673,128 27.6% $2.05
               
Net Operating Income(4) $1,534,152 $1,512,618 $1,738,290 $1,599,638 $1,767,310 72.4% $5.38
TI/LC 0 0 0 0 167,480 6.9 0.51
Capital Expenditures 0 0 0 0 49,262 2.0 0.15
Free Rent Expense 0 0 0 0 (16,421) (0.7) (0.05)
Net Cash Flow $1,534,152 $1,512,618 $1,738,290 $1,599,638 $1,566,988 64.2% $4.77
               
NOI DSCR 1.44x 1.42x 1.63x 1.50x 1.66x    
NCF DSCR 1.44x 1.42x 1.63x 1.50x 1.47x    
NOI DY 8.8% 8.6% 9.9% 9.1% 10.1%    
NCF DY 8.8% 8.6% 9.9% 9.1% 9.0%    

 

(1)U/W Base Rent include contractual rent steps through September 2018 totaling $38,781.

(2)Other Income includes late fees and other charges.

(3)The underwritten economic vacancy is 5.0%. The Sentinel Business Center Property was 97.4% physically occupied as of August 1, 2017.

(4)The increase from TTM 3/31/2017 NOI to U/W NOI is primarily attributable to SERVPRO (representing 30,050 square feet) and CFI Delivery LTD (representing 11,278 square feet) which executed new leases in May 2017 representing an aggregate $203,379 of base rent.

 

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.

 

  80 

 

 

No. 15 – Southridge Plaza Austin
 
Loan Information   Property Information
Mortgage Loan Seller: Barclays Bank PLC   Single Asset/Portfolio: Single Asset

Credit Assessment 

(Fitch/KBRA/Moody’s) 

NR/NR/NR   Property Type: Retail
Original Principal Balance: $14,200,000   Specific Property Type: Anchored
Cut-off Date Balance: $14,200,000   Location: Austin, TX
% of Initial Pool Balance: 2.0%   Size: 144,285 SF
Loan Purpose: Refinance   Cut-off Date Balance Per SF: $98.42
Borrower: Southridge Plaza WC Properties, LLC   Year Built/Renovated: 1978/NAP
Borrower Sponsor: Starpoint Commercial Properties   Title Vesting: Fee
Mortgage Rate: 4.200%   Property Manager: Self-Managed
Note Date: August 28, 2017   4th Most Recent Occupancy (As of): 93.8% (12/31/2013)
Anticipated Repayment Date: NAP   3rd Most Recent Occupancy (As of): 97.8% (12/31/2014)
Maturity Date: September 6, 2027   2nd Most Recent Occupancy (As of): 92.3% (12/31/2015)
IO Period: 120 months   Most Recent Occupancy (As of): 92.3% (12/31/2016)
Loan Term (Original): 120 months   Current Occupancy (As of): 92.3% (7/31/2017)
Seasoning: 1 month    
Amortization Term (Original): NAP   Underwriting and Financial Information:
Loan Amortization Type: Interest-only, Balloon      
Interest Accrual Method: Actual/360   4th Most Recent NOI (As of): $1,434,468 (12/31/2014)
Call Protection: L(25),D(91),O(4)   3rd Most Recent NOI (As of): $1,215,562 (12/31/2015)
Lockbox Type: Hard/Springing Cash Management   2nd Most Recent NOI (As of): $1,354,481 (12/31/2016)
Additional Debt: None   Most Recent NOI (As of): $1,308,435 (TTM 5/31/2017)
Additional Debt Type: NAP    
      U/W Revenues: $2,358,838
      U/W Expenses: $925,089
      U/W NOI: $1,433,749
          U/W NCF: $1,306,308
Escrows and Reserves:         U/W NOI DSCR: 2.37x
          U/W NCF DSCR: 2.16x
Type: Initial Monthly Cap (If Any)   U/W NOI Debt Yield: 10.1%
Taxes $282,929 $40,418 NAP   U/W NCF Debt Yield: 9.2%
Insurance(1) $0 Springing NAP   As-Is Appraised Value: $24,000,000
Deferred Maintenance $155,675 $0 NAP   As-Is Appraisal Valuation Date: April 24, 2017
Replacement Reserve(2) $344,325 $1,804 $100,000   Cut-off Date LTV Ratio: 59.2%
TI/LC Reserve(3) $250,000 $7,815 $100,000   LTV Ratio at Maturity: 59.2%
             

 

(1)Ongoing monthly reserves for insurance are not required so long as the Southridge Plaza Austin Property (as defined below) is insured via an acceptable blanket insurance policy.

(2)Ongoing monthly reserves for replacement reserves are not required to the extent that the balance of the Replacement Reserve is at least $100,000.

(3)Ongoing monthly reserves for tenant improvements and leasing commissions are not required to the extent that the balance of the TI/LC Reserve is at least $100,000.

 

The mortgage loan is evidenced by a single promissory note that is secured by a first mortgage encumbering the fee interest in a 144,285 square foot anchored retail center located in Austin, Texas (the “Southridge Plaza Austin Property”), approximately 7.0 miles south of Austin’s central business district. The Southridge Plaza Austin Property was built in 1978 and is situated on a 13.0-acre site. Major tenants at the Southridge Plaza Austin Property include HEB Grocery, Dollar Tree, Kidz Dental, Family Dollar Stores and Rent-A-Center. The Southridge Plaza Austin Property contains 638 surface parking spaces, resulting in a parking ratio of 4.4 spaces per 1,000 square feet of rentable area. As of July 31, 2017, the Southridge Plaza Austin Property was 92.3% occupied by 26 tenants.

 

The Southridge Plaza Austin Property is located within Travis County, within the Austin, Texas metropolitan statistical area. According to the appraisal, the 2016 population within a one-, three- and five-mile radius of the Southridge Plaza Austin Property was 20,827, 129,313 and 289,660, respectively; and the average household income within the same radii was $52,455, $60,181 and $72,512, respectively. The Southridge Plaza Austin Property benefits from its location at the intersection of two primary thoroughfares in the neighborhood, West William Cannon Drive and South 1st Street. These provide access to several transportation arteries, including Intestate Highway 35 and Ben White Boulevard, which connects the Southridge Plaza Austin Property with San Antonio to the south and with Waco to the north. According to a third party market research report, the Southridge Plaza Austin Property is located within the South submarket of the Austin retail market. As of the first quarter of 2017, the submarket reported a total inventory of approximately 12.9 million square feet, with a 2.6% vacancy rate and an average asking rent of $24.07 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.

 

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SOUTHRIDGE PLAZA AUSTIN

 

Sources and Uses

 

Sources         Uses      
Original loan amount $14,200,000   99.6%   Loan Payoff(1) $12,762,042   89.6%
Borrower Sponsor’s new cash contribution 50,000   0.4   Reserves 1,032,929   7.2
          Closing Costs 455,029   3.2
                 
Total Sources $14,250,000   100.0%   Total Uses $14,250,000   100.0%
                   
(1)The Southridge Plaza Austin Property was previously securitized in the MLCFC 2007-8 transaction. Prior to the origination of the Southridge Plaza Austin Mortgage Loan, the previously existing debt was in maturity default but was paid off in full.

 

The following table presents certain information relating to the tenancy at the Southridge Plaza Austin Property:

 

Major Tenants

 

Tenant Name

Credit Rating
(Fitch/
 

Moody’s/ 

S&P) 

Tenant NRSF % of
NRSF
Annual U/W Base Rent PSF(1) Annual
U/W Base Rent(1)
% of Total Annual U/W Base Rent Lease
Expiration
Date
           
Major Tenants            
HEB Grocery NR/NR/NR 46,096 31.9% $8.62 $397,126 25.0% 01/31/2023(2)
Dollar Tree NR/Ba1/BB+ 13,975 9.7% $8.00 $111,800 7.0% 09/30/2018
Kidz Dental NR/NR/NR 13,544 9.4% $5.19 $70,274 4.4% 05/31/2018(3)
Family Dollar Stores NR/Baa3/NR 11,400 7.9% $9.50 $108,300 6.8% 12/31/2019
Rent-A-Center NR/B2/B- 6,000 4.2% $12.50 $75,000 4.7% 10/31/2021(4)
Total Major Tenants 91,015 63.1% $8.38 $762,501 48.0%  
               
Non-Major Tenants 42,166 29.2% $19.56 $824,606 52.0%  
               
Occupied Collateral Total 133,181 92.3% $11.92 $1,587,107 100.0%  
               
Vacant Space   11,104 7.7%        
               
Collateral Total   144,285 100.0%        
               

 

(1)Annual U/W Base Rent PSF and Annual U/W Base Rent include contractual rent steps through September 2018 totaling $18,826.

(2)HEB Grocery has two, five-year lease renewal options.

(3)Kidz Dental has three, five-year lease renewal options.

(4)Rent-A-Center has one, five-year lease renewal option.

 

The following table presents certain information relating to the lease rollover schedule at the Southridge Plaza Austin 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
% of Total Annual U/W Base Rent Annual
 U/W
Base Rent
 PSF(3)
MTM 1 1,250 0.9% 1,250 0.9% $26,731 1.7% $21.38
2017 0 0 0.0% 1,250 0.9% $0 0.0% $0.00
2018 7 35,171 24.4% 36,421 25.2% $350,415 22.1% $9.96
2019 7 26,484 18.4% 62,905 43.6% $335,239 21.1% $12.66
2020 4 11,519 8.0% 74,424 51.6% $224,209 14.1% $19.46
2021 3 6,000 4.2% 80,424 55.7% $120,120 7.6% $20.02
2022 3 6,661 4.6% 87,085 60.4% $133,267 8.4% $20.01
2023 1 46,096 31.9% 133,181 92.3% $397,126 25.0% $8.62
2024 0 0 0.0% 133,181 92.3% $0 0.0% $0.00
2025 0 0 0.0% 133,181 92.3% $0 0.0% $0.00
2026 0 0 0.0% 133,181 92.3% $0 0.0% $0.00
2027 0 0 0.0% 133,181 92.3% $0 0.0% $0.00
Thereafter 0 0 0.0% 133,181 92.3% $0 0.0% $0.00
Vacant 0 11,104 7.7% 144,285 100.0% $0 0.0% $0.00
Total/Weighted Average 26 144,285 100.0%     $1,587,107 100.0% $11.92

 

(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)Weighted Average Annual U/W Base Rent PSF 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.

 

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SOUTHRIDGE PLAZA AUSTIN

 

The following table presents historical occupancy percentages at the Southridge Plaza Austin Property:

 

Historical Occupancy

 

12/31/2013(1) 

12/31/2014(1) 

12/31/2015(1) 

12/31/2016(1) 

7/31/2017(2) 

93.8% 97.8% 92.3% 92.3% 92.3%

 

(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 historical operating performance and the underwritten net cash flow at the Southridge Plaza Austin Property:

 

Cash Flow Analysis

 

  2014 2015 2016 TTM
5/31/2017
U/W % of U/W
Effective
Gross
Income
U/W $
per SF
Base Rent $1,532,263 $1,489,836 $1,493,827 $1,516,209 $1,587,107(1) 67.3% $11.00
Grossed Up Vacant Space 0 0 0 0 244,288 10.4 1.69
Percentage Rent(2) 34,642 50,091 48,053 53,669 51,665 2.2 0.36
Total Reimbursables 472,720 396,851 638,163 596,007 838,849 35.6 5.81
Other Income(3) 284 132 0 0 0 0.0 0.00
Less Vacancy & Credit Loss 0 0 0 0 (363,072)(4) (15.4) (2.52)
Effective Gross Income $2,039,909 $1,936,910 $2,180,043 $2,165,885 $2,358,838 100.0% $16.35
               
Total Operating Expenses $605,441 $721,348 $825,562 $857,450 $925,089 39.2% $6.41
               
Net Operating Income $1,434,468 $1,215,562 $1,354,481 $1,308,435 $1,433,749 60.8% $9.94
TI/LC 0 0 0 0 127,441(5) 5.4 0.88
Capital Expenditures 0 0 0 0 0(6) 0.0 0.00
Net Cash Flow $1,434,468 $1,215,562 $1,354,481 $1,308,435 $1,306,308 55.4% $9.05
               
NOI DSCR 2.37x 2.01x 2.24x 2.16x 2.37x    
NCF DSCR 2.37x 2.01x 2.24x 2.16x 2.16x    
NOI DY 10.1% 8.6% 9.5% 9.2% 10.1%    
NCF DY 10.1% 8.6% 9.5% 9.2% 9.2%    

 

(1)U/W Base Rent include contractual rent steps through September 2018 totaling $18,826.
(2)Percentage Rent represents 1% of HEB Grocery’s sales over the breakpoint of $20.0MM. As of January 2017, HEB reported trailing-12 sales of $25,166,502.

(3)Other Income includes late fees and other charges.

(4)The underwritten economic vacancy is 13.3%. The Southridge Plaza Austin Property was 92.3% physically occupied as of July 31, 2017.

(5)Includes a $25,000 credit for one-tenth of the upfront TI/LC reserve.

(6)Includes a full $20,672 credit for Capital Expenditures, as one-tenth of the upfront capital expenditures reserve is in excess of the amount underwritten for Capital Expenditures.

 

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.

 

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Wells Fargo Commercial Mortgage Trust 2017-C40 Transaction Contact Information

 

C.       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
   
Barclays Capital Inc.  
   
Daniel Vinson Tel. (212) 528-8224
   
Brian Wiele Tel. (212) 412-5780
   
Brian La Belle Tel. (212) 526-1809

 

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.

 

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