FWP 1 n2921_x5-teaserts.htm TERM SHEET

 

 

    FREE WRITING PROSPECTUS
    FILED PURSUANT TO RULE 433
    REGISTRATION FILE NO.: 333-255934-01
     

 

Dated January 27, 2022 BMO 2022-C1

 

Free Writing Prospectus

 

Structural and Collateral Term Sheet

 

BMO Mortgage Trust 2022-C1

 

 

 

$1,122,007,709

(Approximate Mortgage Pool Balance)

 

$[   ]

(Approximate Offered Certificates)

 

BMO Commercial Mortgage Securities LLC

Depositor

 
 
 

Commercial Mortgage Pass-Through Certificates,

Series 2022-C1

 
 
 

Bank of Montreal

 

Starwood Mortgage Capital LLC

 

KeyBank National Association

 

SSOF SCRE AIV, L.P.

 

German American Capital Corporation

Mortgage Loan Sellers

 

  BMO Capital Markets Deutsche Bank Securities KeyBanc Capital Markets   Co-Lead Managers and Joint Bookrunners  
     
  Co-Lead Managers and Joint Bookrunners  
Bancroft Capital, LLC
Co-Manager
  Drexel Hamilton
Co-Manager
     

 

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.

 

 

 

Dated January 27, 2022 BMO 2022-C1

 

This material is for your information, and none of BMO Capital Markets Corp., KeyBanc Capital Markets Inc., Deutsche Bank Securities Inc., Bancroft Capital, LLC and Drexel Hamilton, LLC (the “Underwriters”) are soliciting any action based upon it. This material is not to be construed as an offer to sell or the solicitation of any offer to buy any security in any jurisdiction where such an offer or solicitation would be illegal.

 

The depositor has filed a registration statement (including the prospectus) with the Securities and Exchange Commission (File No. 333-255934) 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 Securities and Exchange Commission for more complete information about the depositor, the issuing entity and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor or BMO Capital Markets Corp., any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling 1-866-864-7760. 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. You understand that, when you are considering the purchase of these Certificates, a contract of sale will come into being no sooner than the date on which the relevant Class has been priced and we have verified the allocation of Certificates to be made to you; any “indications of interest” expressed by you, and any “soft circles” generated by us, will not create binding contractual obligations for you or us.

 

Neither this document nor anything contained in this document shall form the basis for any contract or commitment whatsoever. The information contained in this document is preliminary as of the date of this document, supersedes any previous such information delivered to you and will be superseded by any such information subsequently delivered prior to the time of sale. These materials are subject to change, completion or amendment from time to time. The information should be reviewed only in conjunction with the entire offering document relating to the Commercial Mortgage Pass-Through Certificates, Series 2022-C1 (the “Offering Document”). All of the information contained herein is subject to the same limitations and qualifications contained in the Offering Document. The information contained herein does not contain all relevant information relating to the underlying mortgage loans or mortgaged properties. Such information is described elsewhere in the Offering Document. The information contained herein will be more fully described elsewhere in the Offering Document. The information contained herein should not be viewed as projections, forecasts, predictions or opinions with respect to value. Prior to making any investment decision, prospective investors are strongly urged to read the Offering Document its entirety. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this free writing prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

 

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

 

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 the Underwriters 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 document contains forward-looking statements. If and when included in this document, 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 consumer 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 document are made as of the date hereof. We have no obligation to update or revise any forward-looking statement.

 

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 document is attached relating to (1) these materials not constituting an offer (or a solicitation of an offer), (2) no 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 CERTIFICATES REFERRED TO IN THESE MATERIALS 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 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 CERTIFICATE OR CONTRACT DISCUSSED IN THESE MATERIALS.

 

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 

 
Structural and Collateral Term Sheet   BMO 2022-C1
 
Collateral Characteristics

 

Mortgage Loan Seller

Number of
Mortgage Loans 

Number of Mortgaged
Properties

Aggregate
Cut-off Date Balance

% of

IPB

BMO 19 28 $406,438,584 36.2%
SMC 16 42 $220,342,335 19.6%
KeyBank 14 58 $201,852,000 18.0%
Sabal 24 69 $147,374,790 13.1%
GACC 3 3 $106,000,000 9.4%
BMO/SMC 1 34 $40,000,000 3.6%
Total: 77 234 $1,122,007,709 100.0%

 

Loan Pool(1)  
  Initial Pool Balance (“IPB”): $1,122,007,709
  Number of Mortgage Loans: 77
  Number of Mortgaged Properties: 234
  Average Cut-off Date Balance per Mortgage Loan: $14,571,529
  Weighted Average Current Mortgage Rate: 3.79281%
  10 Largest Mortgage Loans as % of IPB: 38.0%
  Weighted Average Remaining Term to Maturity: 108 months
  Weighted Average Seasoning: 2 months
     
Credit Statistics(1)  
  Weighted Average UW NCF DSCR(2)(3): 2.60x
  Weighted Average UW NOI Debt Yield(2)(4): 10.9%
  Weighted Average Cut-off Date Loan-to-Value Ratio (“LTV”)(2)(4)(5): 53.4%
  Weighted Average Maturity Date/ARD LTV(2)(5): 50.8%
     
Other Statistics  
  % of Mortgage Loans with Additional Debt: 23.3%
  % of Mortgage Loans with Single Tenants(6): 12.9%
  % of Mortgage Loans secured by Multiple Properties: 32.7%
Amortization  
  Weighted Average Original Amortization Term(7): 344 months
  Weighted Average Remaining Amortization Term(7): 342 months
  % of Mortgage Loans with Interest-Only: 69.8%
  % of Mortgage Loans with Amortizing Balloon: 12.9%
  % of Mortgage Loans with Interest-Only followed by ARD-Structure: 3.7%
  % of Mortgage Loans with Partial Interest-Only followed by Amortizing Balloon: 14.5%
     
Lockboxes(8)  
  % of Mortgage Loans with Hard Lockboxes: 44.6%
  % of Mortgage Loans with Springing Lockboxes: 29.9%
  % of Mortgage Loans with Soft Lockboxes: 9.8%
  % of Mortgage Loans with No Lockbox: 9.4%
  % of Mortgage Loans with Springing (Residential); Hard (Commercial) Lockbox: 3.6%
  % of Mortgage Loans with Soft (Residential); Hard (Commercial) Lockbox: 2.7%
     
Reserves  
  % of Mortgage Loans Requiring Monthly Tax Reserves: 66.8%
  % of Mortgage Loans Requiring Monthly Insurance Reserves: 55.7%
  % of Mortgage Loans Requiring Monthly CapEx Reserves: 60.6%
  % of Mortgage Loans Requiring Monthly TI/LC Reserves(9): 44.9%

 

(1)The Loan Pool includes a cross-collateralized group of loans including Loan Nos. 36 and 37. All metrics to the crossed loans are presented on an aggregate basis.

(2)In the case of Loan Nos. 1, 2, 4, 5, 6, 7, 8, 9, 10, 11, 15, 20 and 22, the UW NCF DSCR, UW NOI Debt Yield, Cut-off Date LTV and Maturity Date/ARD LTV calculations include the related Pari Passu Companion Loan(s). In the case of Loan Nos. 2, 4, 5, 6, 7, 10 and 22, the UW NCF DSCR, UW NOI Debt Yield, Cut-off Date LTV and Maturity Date/ARD LTV calculations exclude the related Subordinate Companion Loans.

(3)For the mortgage loans that are interest-only for the entire term and accrue interest on an Actual/360 basis, the Monthly Debt Service Amount ($) was calculated as 1/12th of the product of (i) the Original Balance ($), (ii) the Interest Rate % and (iii) 365/360.

(4)In the case of Loan No. 13, the Cut-off Date LTV and UW NOI Debt Yield are based on Cut-off Date Principal Balance after netting out a $1,500,000 holdback reserve. The Cut-off Date LTV and UW NOI Debt Yield based on Cut-off Date Principal Balance without netting out the holdback reserve is 62.7% and 8.6%, respectively.

(5)In the case of Loan Nos. 1, 9, 18 and 23, the Cut-off Date LTV and the Maturity Date/ARD LTV are calculated by using an appraised value based on an as-portfolio assumption. In the case of Loan Nos. 2 and 38 the Cut-off Date LTV and Maturity/ARD LTV are calculated by using an appraised value based on an as stabilized assumption. In the case of Loan No. 7 the Cut-off Date LTV and Maturity/ARD LTV are calculated by using an appraised value based on a market value assuming present value of ICAP tax savings are excluded and outstanding leasing costs reserved assumption. Refer to “Description of the Mortgage Pool—Certain Calculations and Definitions—Appraised Value” in the Preliminary Prospectus for additional details.

(6)Excludes mortgage loans that are secured by multiple properties with multiple tenants.

(7)Excludes 48 mortgage loans that are interest-only for the entire term or until the anticipated repayment date.

(8)For a more detailed description of lockboxes, refer to “Description of the Mortgage Pool—Certain Calculations and Definitions” and “—Certain Terms of the Mortgage Loans—Mortgaged Property Accounts” in the Preliminary Prospectus.

(9)Calculated only with respect to the Cut-off Date Balance of mortgage loans secured or partially secured by office, retail, mixed use, parking garage and industrial 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.

 

3 

 

 

Structural and Collateral Term Sheet   BMO 2022-C1
 
Collateral Characteristics

 

  Ten Largest Mortgage Loans
 
No. Loan Name City, State Mortgage
Loan Seller
No.
of Prop.
Cut-off Date
Balance
% of IPB Square
Feet /
Rooms /
Units
Property
Type
UW
NCF
DSCR(1)
UW NOI Debt Yield(1) Cut-off
Date LTV(1)
Maturity Date/ARD LTV(1)
1 IPCC National Storage Portfolio XVI Various, Various KeyBank 19 $60,000,000 5.3% 1,133,018 Self Storage 2.29x 8.6% 47.8% 47.8%
2 360 Rosemary West Palm Beach, FL BMO 1 $45,000,000 4.0% 313,002 Office 4.35x 17.8% 26.6% 26.6%
3 HTI MOB Portfolio Various, Various BMO 9 $42,750,000 3.8% 232,854 Office 3.79x 11.5% 55.5% 55.5%
4 Coleman Highline Phase IV San Jose, CA BMO 1 $41,400,000 3.7% 657,934 Office 5.54x 14.1% 31.0% 31.0%
5 AMF Portfolio Various, Various BMO/SMC 34 $40,000,000 3.6% 3,299 Multifamily 1.51x 9.8% 61.3% 56.9%
6 601 Lexington Avenue New York, NY GACC 1 $40,000,000 3.6% 1,675,659 Office 4.50x 13.2% 42.5% 42.5%
7 Hudson Commons New York, NY GACC 1 $40,000,000 3.6% 697960 Office 2.54x 9.4% 29.6% 29.6%
8 Bedrock Portfolio Detroit, MI SMC 14 $40,000,000 3.6% 2,694,627 Various 3.30x 13.6% 59.4% 59.4%
9 IPCC National Storage Portfolio XV Various, Various KeyBank 17 $40,000,000 3.6% 912,654 Self Storage 2.29x 8.7% 46.9% 46.9%
10 111 River Street Hoboken, NJ BMO 1 $37,500,000 3.3% 557,719 Office 5.08x 16.9% 31.8% 31.8%
                         
  Top 3 Total/Weighted Average   29 $147,750,000 13.2%     3.35x 12.2% 43.6% 43.6%
  Top 5 Total/Weighted Average   64 $229,150,000 20.4%     3.43x 12.2% 44.4% 43.6%
  Top 10 Total/Weighted Average   98 $426,650,000 38.0%     3.47x 12.2% 43.4% 43.0%
  Non-Top 10 Total/Weighted Average(2)(3)   136 $695,357,709 62.0%     2.06x 10.1% 59.5% 55.6%
(1)In the case of Loan Nos. 1, 2, 4, 5, 6, 7, 8, 9, 10, 11, 15, 20 and 22, the UW NCF DSCR, UW NOI Debt Yield, Cut-off Date LTV and Maturity Date/ARD LTV calculations include the related Pari Passu Companion Loan(s). In the case of Loan Nos. 2, 4, 5, 6, 7, 10 and 22, the UW NCF DSCR, UW NOI Debt Yield, Cut-off Date LTV and Maturity Date/ARD LTV calculations exclude the related Subordinate Companion Loans.

(2)The Non-Top 10 Total/Weighted Average includes a cross-collateralized group of loans including Loan Nos. 36 and 37. All metrics to the crossed loans are presented on an aggregate basis.

(3)In the case of Loan No. 13, the Cut-off Date LTV and UW NOI Debt Yield are based on Cut-off Date Principal Balance after netting out a $1,500,000 holdback reserve. The Cut-off Date LTV and UW NOI Debt Yield based on Cut-off Date Principal Balance without netting out the holdback reserve is 62.7% and 8.6%, respectively.

 

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 

 

 

Structural and Collateral Term Sheet   BMO 2022-C1
 
Collateral Characteristics

 

Pari Passu Companion Loan Summary
 

No.

Loan Name

Mortgage

Loan Seller

Trust Cut-off
Date Balance

Aggregate Pari
Passu Loan
Cut-off Date
Balance(1)

Controlling
Pooling/Trust &
Servicing
Agreement

Master Servicer

Special
Servicer

Related Pari Passu
Loan(s)
Securitizations

Related Pari
Passu Loan(s) Original Balance

1 IPCC National Storage Portfolio XVI KeyBank $60,000,000 $117,000,000 BMO 2022-C1 KeyBank CWCapital Future Securitization(s) $57,000,000
2 360 Rosemary BMO $45,000,000 $85,000,000 BMO 2022-C1 KeyBank CWCapital Future Securitization(s) $40,000,000
4 Coleman Highline Phase IV BMO $41,400,000 $245,000,000 BMO 2022-C1 KeyBank Midland Loan Services Future Securitization(s) $203,600,000
5 AMF Portfolio BMO/SMC $40,000,000 $172,000,000 BBCMS 2021-C12 KeyBank LNR

BBCMS 2021-C12

GSMS 2021-GSA3

Future Securitization(s) 

$84,000,000

$38,000,000

$10,000,000

6 601 Lexington Avenue GACC $40,000,000 $723,300,000 BXP 2021-601L Wells Fargo Situs

BXP 2021-601L

BANK 2022-BNK39

Benchmark 2022-B32

Future Securitization

$426,700,000

$110,000,000

$25,000,000

$121,600,000

7 Hudson Commons GACC $40,000,000 $305,000,000 COMM 2022-HC KeyBank CWCapital COMM 2022-HC $265,000,000
8 Bedrock Portfolio SMC $40,000,000 $430,000,000 Benchmark 2022-B32 Midland Loan Services Ellington

Benchmark 2022-B32

Future Securitization(s)

$125,000,000

$265,000,000

9 IPCC National Storage Portfolio XV KeyBank $40,000,000 $86,000,000 BMO 2022-C1 KeyBank CWCapital Future Securitization(s) $46,000,000
10 111 River Street BMO $37,500,000 $77,500,000 BMO 2022-C1 KeyBank KeyBank Future Securitization(s) $40,000,000
11 2 Riverfront Plaza BMO $37,500,000 $110,000,000 BMO 2022-C1 KeyBank CWCapital Future Securitization(s) $40,000,000
15 NYC MFRT Portfolio BMO $30,000,000 $60,200,000 BMO 2022-C1 KeyBank CWCapital Future Securitization(s) $30,200,000
20 Wyndham National Hotel Portfolio Sabal $18,914,095 $138,697,940 UBS 2019-C18 Wells Fargo Rialto

UBS 2019-C18

BBCMS 2021-C10

BBCMS 2021-C11

WFCM 2021-C60

Future Securitization(s) 

$3,000,000

$25,000,000

$20,000,000

$10,000,000

$62,000,000

22 Meadowood Mall BMO $17,933,084 $79,702,597 BMO 2022-C1 Wells Fargo CWCapital

WFCM 2022-C61

Future Securitization(s)

$19,000,000

$43,000,000

(1)In the case of Loan Nos. 2, 4, 6, 7, 10 and 22, the Total Mortgage Loan Cut-off Date Balance excludes the related Subordinate Companion Loan(s).

 

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.

 

5 

 

 

Structural and Collateral Term Sheet   BMO 2022-C1
 
Collateral Characteristics

 

Additional Debt Summary
 

No.

Loan Name

Trust
Cut-off Date
Balance

Pari Passu
Loan(s) Cut-off
Date Balance

Subordinate
Debt Cut-off
Date
Balance(1)(2)

Total Debt
Cut-off
Date

Balance

Mortgage 

Loan

UW NCF DSCR(3)

Total
Debt
UW
NCF
DSCR

Mortgage
Loan
Cut-off Date
LTV(3)

Total Debt Cut-off Date
LTV

Mortgage
Loan UW NOI
Debt
Yield(3)

Total Debt UW NOI Debt Yield

2 360 Rosemary $45,000,000 $40,000,000 $125,000,000 $210,000,000    4.35x 1.76x 26.6% 65.8% 17.8% 7.2%
4 Coleman Highline Phase IV $41,400,000 $203,600,000 $268,500,000 $513,500,000    5.54x 2.64x 31.0% 65.0% 14.1% 6.7%
5 AMF Portfolio $40,000,000 $132,000,000 $13,000,000 $185,000,000    1.51x 1.51x 61.3% 65.9% 9.8% 9.1%
6 601 Lexington Avenue $40,000,000 $683,300,000 $276,700,000 $1,000,000,000 4.50x 3.25x 42.5% 58.8% 13.2% 9.5%
7 Hudson Commons $40,000,000 $265,000,000 $202,000,000 $507,000,000    2.54x 1.53x 29.6% 49.2% 9.4% 5.7%
10 111 River Street $37,500,000 $40,000,000 $76,250,000 $153,750,000    5.08x 2.56x 31.8% 63.0% 16.9% 8.5%
22 Meadowood Mall $17,933,084 $61,769,513 $27,979,523 $107,682,120    2.98x 1.81x 35.1% 47.4% 19.9% 14.7%
(1)In the case of Loan Nos. 2, 4 and 6 subordinate debt represents one or more Subordinate Companion Loans.

(2)In the case of Loan No. 5 subordinate debt represents a subordinate mezzanine loan.

(3)Mortgage Loan UW NCF DSCR, Mortgage Loan Cut-off Date LTV and Mortgage Loan UW NOI Debt Yield calculations include any related Pari Passu Companion Loans (if applicable),but exclude the related Subordinate Companion Loans.

 

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

 

6 

 

 

Structural and Collateral Term Sheet   BMO 2022-C1
 
Collateral Characteristics

 

Mortgaged Properties by Type(1)

 

         

Weighted Average

Property Type Property Subtype Number of Properties Cut-off Date
Principal
Balance
% of
IPB
UW
NCF
DSCR(2)(3)
UW
NOI
Debt
Yield(2)(4)
Cut-off
Date
LTV(2)(4)(5)
Maturity Date/ARD LTV(2)(5)
Office CBD 13 $271,201,600 24.2% 3.95x 13.6% 39.1% 39.1%
  Medical 10 46,550,000 4.1 3.71x 11.5% 56.2% 56.2%
  Suburban 3 19,697,000 1.8 2.24x 10.4% 66.9% 64.1%
  Subtotal: 26 $337,448,600 30.1% 3.82x 13.1% 43.0% 42.9%
Retail Anchored 8 $111,514,608 9.9% 2.18x 10.7% 58.8% 51.9%
  Single Tenant 3 53,990,000 4.8 2.27x 9.7% 57.6% 57.6%
  Unanchored 6 47,573,538 4.2 2.02x 9.3% 59.2% 58.6%
  Regional Mall 1 17,933,084 1.6 2.98x 19.9% 35.1% 30.7%
  Shadow Anchored 3 16,945,500 1.5 1.74x 10.4% 65.6% 57.4%
  Subtotal: 21 $247,956,731 22.1% 2.19x 10.9% 57.3% 53.3%
Self Storage Self Storage 56 $177,662,346 15.8% 2.28x 8.9% 52.0% 51.5%
Multifamily Garden 44 $122,557,425 10.9% 1.69x 9.3% 61.5% 55.8%
  Low Rise 14 28,763,939 2.6 1.75x 7.6% 62.3% 62.3%
  Mid Rise 3 16,765,000 1.5 2.26x 8.2% 62.9% 62.9%
  Student Housing 1 2,489,468 0.2 1.49x 8.7% 62.4% 49.6%
  Subtotal: 62 $170,575,832 15.2% 1.76x 8.9% 61.8% 57.5%
Hospitality Extended Stay 3 $47,285,198 4.2% 1.83x 12.2% 61.5% 50.8%
  Limited Service 44 18,914,095 1.7 1.69x 14.8% 64.5% 46.7%
  Subtotal: 47 $66,199,293 5.9% 1.79x 12.9% 62.4% 49.6%
Industrial Warehouse / Other 1 $31,500,000 2.8% 2.21x 8.7% 58.7% 58.7%
  Flex 2 13,925,000 1.2 2.18x 10.6% 59.8% 56.1%
  Warehouse 2 11,350,000 1.0 1.39x 8.9% 61.3% 57.7%
  Warehouse / Distribution 1 2,392,654 0.2 2.04x 9.7% 54.2% 54.2%
  Subtotal: 6 $59,167,654 5.3% 2.04x 9.2% 59.3% 57.7%
Mixed Use Multifamily / Retail 6 $35,018,854 3.1% 1.92x 8.5% 57.3% 56.7%
  Office / Retail 1 8,750,000 0.8 2.49x 9.6% 62.9% 62.9%
  Office / Multifamily 1 4,130,000 0.4 1.65x 9.8% 63.5% 56.4%
  Retail / Multifamily 1 3,300,000 0.3 2.01x 8.0% 62.3% 62.3%
  Multifamily / Office / Retail 1 1,276,000 0.1 3.30x 13.6% 59.4% 59.4%
  Subtotal: 10 $52,474,854 4.7% 2.03x 8.9% 59.1% 58.1%
Other Parking Garage 5 $8,222,400 0.7% 3.30x 13.6% 59.4% 59.4%
Manufactured Housing Manufactured Housing 1 $2,300,000 0.2% 1.45x 8.3% 65.9% 59.7%
Total / Weighted Average: 234 $1,122,007,709 100.0% 2.60x 10.9% 53.4% 50.8%
(1)Because this table presents information relating to the mortgaged properties and not mortgage loans, the information for mortgage loans secured by more than one mortgaged property is based on allocated loan amounts.

(2)In the case of Loan Nos. 1, 2, 4, 5, 6, 7, 8, 9, 10, 11, 15, 20 and 22, the UW NCF DSCR, UW NOI Debt Yield, Cut-off Date LTV and Maturity Date/ARD LTV calculations include the related Pari Passu Companion Loan(s). In the case of Loan Nos. 2, 4, 5, 6, 7, 10 and 22, the UW NCF DSCR, UW NOI Debt Yield, Cut-off Date LTV and Maturity Date/ARD LTV calculations exclude the related Subordinate Companion Loans.

(3)For the mortgage loans that are interest-only for the entire term or until the anticipated repayment date and accrue interest on an Actual/360 basis, the Monthly Debt Service Amount ($) was calculated as 1/12th of the product of (i) the Original Balance ($), (ii) the Interest Rate % and (iii) 365/360.

(4)In the case of Loan No. 13, the Cut-off Date LTV and UW NOI Debt Yield are based on Cut-off Date Principal Balance after netting out a $1,500,000 holdback reserve. The Cut-off Date LTV and UW NOI Debt Yield based on Cut-off Date Principal Balance without netting out the holdback reserve is 62.7% and 8.6%, respectively.

(5)In the case of Loan Nos. 1, 9, 18 and 23, the Cut-off Date LTV and the Maturity Date/ARD LTV are calculated by using an appraised value based on an as-portfolio assumption. In the case of Loan Nos. 2 and 38 the Cut-off Date LTV and Maturity/ARD LTV are calculated by using an appraised value based on an as stabilized assumption. In the case of Loan No. 6 the Cut-off Date LTV and Maturity/ARD LTV are calculated by using an appraised value based on a market value assuming present value of ICAP tax savings are excluded and outstanding leasing costs reserved assumption. Refer to “Description of the Mortgage Pool—Certain Calculations and Definitions—Appraised Value” in the Preliminary Prospectus for additional details.

 

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 

 

 

Structural and Collateral Term Sheet   BMO 2022-C1
 
Collateral Characteristics

 

Mortgaged Properties by Location(1)

 

       

Weighted Average

State

Number of Properties

Cut-off Date
Principal Balance

% of
IPB

UW
NCF DSCR(2)(3)
UW
NOI Debt
Yield(2)(4)
Cut-off Date
LTV(2)(4)(5)
Maturity
Date/ARD
LTV(2)(5)
New York 20 $152,147,660 13.6% 2.80x 9.8% 46.2% 46.2%
Florida 17 124,701,132 11.1 2.76x 12.5% 45.7% 43.5%
New Jersey 4 91,262,000 8.1 3.28x 12.4% 48.8% 48.4%
California 11 86,627,599 7.7 3.81x 11.3% 43.1% 43.1%
Texas 13 74,667,925 6.7 1.92x 10.6% 57.7% 48.7%
Michigan 20 71,164,936 6.3 2.67x 11.7% 59.9% 57.4%
Illinois 13 56,859,425 5.1 2.46x 9.6% 60.7% 59.5%
Washington 7 50,536,438 4.5 2.03x 9.0% 61.4% 61.4%
Ohio 22 49,804,191 4.4 1.73x 10.2% 60.3% 51.1%
Oregon 2 32,031,004 2.9 2.20x 8.8% 58.8% 58.5%
South Dakota 2 28,488,880 2.5 2.12x 12.3% 60.0% 51.2%
Arizona 7 27,955,670 2.5 2.30x 10.0% 59.8% 58.2%
Pennsylvania 6 27,699,086 2.5 1.99x 9.9% 58.6% 50.4%
Missouri 6 26,274,704 2.3 1.86x 9.4% 63.2% 59.7%
Indiana 12 25,798,645 2.3 2.55x 10.4% 59.6% 56.4%
Wisconsin 3 25,005,922 2.2 2.73x 10.8% 59.9% 58.6%
Tennessee 5 22,099,803 2.0 2.41x 10.6% 57.2% 56.1%
Nevada 3 21,390,120 1.9 2.85x 18.2% 37.6% 33.4%
Oklahoma 4 17,841,884 1.6 3.45x 12.4% 52.6% 52.3%
Alabama 4 15,858,284 1.4 1.97x 8.7% 53.6% 50.1%
Minnesota 2 13,968,541 1.2 2.73x 11.0% 55.2% 55.1%
Massachusetts 3 12,446,179 1.1 2.43x 9.3% 58.1% 58.1%
South Carolina 2 11,240,646 1.0 2.44x 9.3% 57.8% 57.8%
Georgia 8 9,158,157 0.8 1.51x 9.8% 61.3% 56.9%
Virginia 4 7,734,629 0.7 1.74x 9.1% 57.8% 53.9%
Maine 2 7,235,899 0.6 2.29x 8.6% 47.8% 47.8%
North Carolina 2 6,348,315 0.6 2.25x 9.4% 53.5% 53.5%
Vermont 1 5,800,000 0.5 2.97x 10.3% 63.7% 63.7%
Kansas 6 5,538,207 0.5 2.43x 12.6% 64.1% 58.5%
Wyoming 6 3,852,252 0.3 1.69x 14.8% 64.5% 46.7%
Maryland 2 3,812,350 0.3 2.27x 8.8% 48.3% 47.8%
Nebraska 4 2,183,106 0.2 1.69x 14.8% 64.5% 46.7%
New Mexico 3 2,034,027 0.2 1.69x 14.8% 64.5% 46.7%
Montana 2 786,082 0.1 1.69x 14.8% 64.5% 46.7%
Iowa 2 710,375 0.1 1.69x 14.8% 64.5% 46.7%
Louisiana 1 385,221 0.0 1.69x 14.8% 64.5% 46.7%
Utah 1 315,370 0.0 1.69x 14.8% 64.5% 46.7%
North Dakota 1 200,896 0.0 1.69x 14.8% 64.5% 46.7%
Colorado 1 42,149 0.0% 1.69x 14.8% 64.5% 46.7%
Total / Weighted Average: 234 $1,122,007,709 100.0% 2.60x 10.9% 53.4% 50.8%
(1)Because this table presents information relating to the mortgaged properties and not mortgage loans, the information for mortgage loans secured by more than one mortgaged property is based on allocated loan amounts.

(2)In the case of Loan Nos. 1, 2, 4, 5, 6, 7, 8, 9, 10, 11, 15, 20 and 22, the UW NCF DSCR, UW NOI Debt Yield, Cut-off Date LTV and Maturity Date/ARD LTV calculations include the related Pari Passu Companion Loan(s). In the case of Loan Nos. 2, 4, 5, 6, 7, 10 and 22, the UW NCF DSCR, UW NOI Debt Yield, Cut-off Date LTV and Maturity Date/ARD LTV calculations exclude the related Subordinate Companion Loans.

(3)For the mortgage loans that are interest-only for the entire term or until the anticipated repayment date and accrue interest on an Actual/360 basis, the Monthly Debt Service Amount ($) was calculated as 1/12th of the product of (i) the Original Balance ($), (ii) the Interest Rate % and (iii) 365/360.

(4)In the case of Loan No. 13, the Cut-off Date LTV and UW NOI Debt Yield are based on Cut-off Date Principal Balance after netting out a $1,500,000 holdback reserve. The Cut-off Date LTV and UW NOI Debt Yield based on Cut-off Date Principal Balance without netting out the holdback reserve is 62.7% and 8.6%, respectively.

(5)In the case of Loan Nos. 1, 9, 18 and 23, the Cut-off Date LTV and the Maturity Date/ARD LTV are calculated by using an appraised value based on an as-portfolio assumption. In the case of Loan Nos. 2 and 38 the Cut-off Date LTV and Maturity/ARD LTV are calculated by using an appraised value based on an as stabilized assumption. In the case of Loan No. 6 the Cut-off Date LTV and Maturity/ARD LTV are calculated by using an appraised value based on a market value assuming present value of ICAP tax savings are excluded and outstanding leasing costs reserved assumption. Refer to “Description of the Mortgage Pool—Certain Calculations and Definitions—Appraised Value” in the Preliminary Prospectus for additional details.

 

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 

 

 

Structural and Collateral Term Sheet   BMO 2022-C1
 
Collateral Characteristics

 

Cut-off Date Principal Balance

 

       

Weighted Average

Range of Cut-off Date Principal
Balances
Number of Loans Cut-off Date
Principal
Balance
% of
IPB
Mortgage
Rate
Remaining
Loan Term(1)
UW
NCF
DSCR(1)(2)
UW
NOI
DY(1)(3)
Cut-off
Date
LTV(1)(3)(4)
Maturity
Date/ARD
LTV(1)(4)
$1,425,000  - $4,999,999 23 $73,511,945 6.6% 4.00742% 110 1.82x 9.2% 62.5% 57.6%
$5,000,000 - $9,999,999 19 130,841,250 11.7 3.87612% 112 2.12x 9.3% 61.5% 59.4%
$10,000,000  - $19,999,999 16 220,327,377 19.6 3.93276% 112 2.30x 11.6% 58.2% 52.8%
$20,000,000  - $29,999,999 4 101,300,000 9.0 4.28436% 119 1.89x 10.3% 58.2% 53.3%
$30,000,000  - $39,999,999 6 206,877,137 18.4 4.02987% 108 2.48x 10.4% 54.3% 52.4%
$40,000,000  - $60,000,000 9 389,150,000 34.7 3.39103% 102 3.32x 11.8% 44.5% 44.0%
Total / Weighted Average: 77 $1,122,007,709 100.0% 3.79281% 108 2.60x 10.9% 53.4% 50.8%

 

Mortgage Interest Rates

 

       

Weighted Average

Range of
Mortgage Interest Rates
Number of Loans Cut-off Date
Principal
Balance
% of
IPB
Mortgage
Rate
Remaining
Loan Term(1)
UW
NCF
DSCR(1)(2)
UW
NOI
DY(1)(3)
Cut-off
Date
LTV(1)(3)(4)
Maturity
Date/ARD
LTV(1)(4)
2.49450 - 3.24999 3 $124,150,000 11.1% 2.72653% 98 4.60x 12.9% 43.1% 43.1%
3.25000  - 3.74999 27 401,422,000 35.8 3.53720% 106 2.53x 10.2% 51.1% 49.4%
3.75000  - 3.99999 19 256,274,344 22.8 3.87372% 108 2.83x 12.5% 51.2% 49.8%
4.00000  - 4.24999 12 95,870,134 8.5 4.04616% 119 2.03x 9.7% 62.0% 58.7%
4.25000  - 4.49999 8 156,877,137 14.0 4.37653% 119 1.74x 9.4% 61.4% 55.8%
4.50000  - 4.74999 4 31,725,000 2.8 4.69939% 111 1.60x 8.2% 57.9% 57.2%
4.75000 - 5.44000 4 55,689,095 5.0 5.04306% 100 1.54x 11.8% 62.6% 51.1%
Total / Weighted Average: 77 $1,122,007,709 100.0% 3.79281% 108 2.60x 10.9% 53.4% 50.8%

 

Original Term to Maturity in Months

 

       

Weighted Average

Original Term to
Maturity in Months
Number
of Loans
Cut-off Date
Principal
Balance
% of
IPB
Mortgage
Rate
Remaining
Loan Term(1)
UW
NCF
DSCR(1)(2)
UW
NOI
DY(1)(3)
Cut-off
Date
LTV(1)(3)(4)
Maturity
Date/ARD
LTV(1)(4)
60 7 $154,208,084 13.7% 3.38373% 59 3.91x 13.7% 34.9% 34.0%
84 4 55,895,500 5.0 3.76348% 83 2.94x 12.6% 60.3% 59.6%
120 66 911,904,125 81.3 3.86378% 118 2.35x 10.3% 56.1% 53.1%
Total / Weighted Average: 77 $1,122,007,709   100.0% 3.79281% 108 2.60x 10.9% 53.4% 50.8%

 

Remaining Term to Maturity in Months

 

        Weighted Average
Range of Remaining Term to
Maturity in Months
Number of Loans Cut-off Date
Principal
Balance
% of
IPB
Mortgage
Rate
Remaining
Loan Term(1)
UW
NCF
DSCR(1)(2)
UW
NOI
DY(1)(3)
Cut-off
Date
LTV(1)(3)(4)
Maturity
Date/ARD
LTV(1)(4)
55  - 60 7 $154,208,084 13.7% 3.38373% 59 3.91x 13.7% 34.9% 34.0%
82 - 94 5 74,809,595 6.7 4.03819% 86 2.62x 13.2% 61.4% 56.3%
115  - 120 65 892,990,030 79.6 3.84289% 119 2.37x 10.2% 55.9% 53.3%
Total / Weighted Average: 77 $1,122,007,709   100.0% 3.79281% 108 2.60x 10.9% 53.4% 50.8%
(1)In the case of Loan Nos. 1, 2, 4, 5, 6, 7, 8, 9, 10, 11, 15, 20 and 22, the UW NCF DSCR, UW NOI Debt Yield, Cut-off Date LTV and Maturity Date/ARD LTV calculations include the related Pari Passu Companion Loan(s). In the case of Loan Nos. 2, 4, 5, 6, 7, 10 and 22, the UW NCF DSCR, UW NOI Debt Yield, Cut-off Date LTV and Maturity Date/ARD LTV calculations exclude the related Subordinate Companion Loans.

(2)For the mortgage loans that are interest-only for the entire term or until the anticipated repayment date and accrue interest on an Actual/360 basis, the Monthly Debt Service Amount ($) was calculated as 1/12th of the product of (i) the Original Balance ($), (ii) the Interest Rate % and (iii) 365/360.

(3)In the case of Loan No. 13, the Cut-off Date LTV and UW NOI Debt Yield are based on Cut-off Date Principal Balance after netting out a $1,500,000 holdback reserve. The Cut-off Date LTV and UW NOI Debt Yield based on Cut-off Date Principal Balance without netting out the holdback reserve is 62.7% and 8.6%, respectively.

(4)In the case of Loan Nos. 1, 9, 18 and 23, the Cut-off Date LTV and the Maturity Date/ARD LTV are calculated by using an appraised value based on an as-portfolio assumption. In the case of Loan Nos. 2 and 38 the Cut-off Date LTV and Maturity/ARD LTV are calculated by using an appraised value based on an as stabilized assumption. In the case of Loan No. 6 the Cut-off Date LTV and Maturity/ARD LTV are calculated by using an appraised value based on a market value assuming present value of ICAP tax savings are excluded and outstanding leasing costs reserved assumption. Refer to ““Description of the Mortgage Pool—Certain Calculations and Definitions—Appraised Value”” in the Preliminary Prospectus for additional details.

 

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 

 

 

Structural and Collateral Term Sheet   BMO 2022-C1
 
Collateral Characteristics

 

Original Amortization Term in Months

 

        Weighted Average
Original
Amortization
Term in Months
Number of Loans Cut-off Date Principal Balance % of IPB Mortgage Rate Remaining Loan Term(1) UW
NCF DSCR(1)(2)
UW
NOI
DY(1)(3)
Cut-off
Date LTV(1)(3)(4)
Maturity Date/ARD LTV(1)(4)
Interest Only 48 $824,445,000 73.5% 3.66756% 108 2.91x 10.7% 50.9% 50.9%
240 1 15,000,000 1.3    4.41000% 120 1.36x 11.1% 58.8% 36.2%
270 1 18,914,095 1.7    4.85000% 94 1.69x 14.8% 64.5% 46.7%
300 2 20,927,376 1.9    3.90854% 67 2.80x 18.7% 38.6% 32.4%
360 25 242,721,238 21.6    4.08774% 113 1.66x 10.4% 62.0% 53.4%
Total / Weighted Average: 77 $1,122,007,709 100.0% 3.79281% 108 2.60x 10.9% 53.4% 50.8%

 

Remaining Amortization Term in Months

 

        Weighted Average
Range of Remaining Amortization Term in Months Number of Loans Cut-off Date Principal Balance % of IPB Mortgage Rate Remaining Loan Term(1) UW
NCF DSCR(1)(2)
UW
NOI
DY(1)(3)
Cut-off
Date LTV(1)(3)(4)
Maturity Date/ARD LTV(1)(4)
Interest Only 48 $824,445,000 73.5% 3.66756% 108 2.91x 10.7% 50.9% 50.9%
240 - 244 2 33,914,095 3.0    4.65539% 105 1.54x 13.2% 62.0% 42.1%
298 - 299 2 20,927,376 1.9    3.90854% 67 2.80x 18.7% 38.6% 32.4%
357  - 360 25 242,721,238 21.6    4.08774% 113 1.66x 10.4% 62.0% 53.4%
Total / Weighted Average: 77 $1,122,007,709 100.0% 3.79281% 108 2.60x 10.9% 53.4% 50.8%
                               
Amortization Types

 

       

Weighted Average 

Amortization Types Number of Loans Cut-off Date Principal Balance % of IPB Mortgage Rate Remaining Loan Term(1) UW
NCF DSCR(1)(2)
UW
NOI
DY(1)(3)
Cut-off
Date LTV(1)(3)(4)
Maturity Date/ARD LTV(1)(4)
Interest Only 47 $783,045,000 69.8% 3.72958% 111 2.77x 10.6% 51.9% 51.9%
Interest Only, Amortizing Balloon 17 163,104,500 14.5    3.91251% 116 1.70x 10.5% 62.3% 54.9%
Amortizing Balloon 12 134,458,209 12.0    4.41560% 101 1.76x 12.3% 58.0% 45.5%
Interest Only - ARD 1 41,400,000 3.7    2.49450% 58 5.54x 14.1% 31.0% 31.0%
Total / Weighted Average: 77 $1,122,007,709 100.0% 3.79281% 108 2.60x 10.9% 53.4% 50.8%

 

Underwritten Net Cash Flow Debt Service Coverage Ratios(1)(2)

 

        Weighted Average
Range of Underwritten Net Cash Flow Debt Service Coverage Ratios Number of Loans Cut-off Date Principal Balance % of IPB Mortgage Rate Remaining Loan Term(1) UW
NCF DSCR(1)(2)
UW
NOI
DY(1)(3)
Cut-off
Date LTV(1)(3)(4)
Maturity Date/ARD LTV(1)(4)
1.26x  - 1.59x 15 $156,121,540 13.9% 4.38379% 113 1.44x 9.6% 61.4% 52.1%
1.60x  - 1.69x 7 80,191,095 7.1    4.44228% 113 1.65x 10.0% 61.9% 55.1%
1.70x  - 1.79x 1 2,994,292 0.3    3.78000% 119 1.74x 11.7% 59.9% 42.8%
1.80x - 1.89x 8 82,337,500 7.3    3.97927% 115 1.87x 9.5% 63.6% 60.3%
1.90x  - 1.99x 4 21,500,000 1.9    4.13893% 119 1.92x 8.2% 65.6% 65.6%
2.00x  - 2.49x 25 388,290,198 34.6    3.78932% 118 2.23x 9.4% 55.9% 54.6%
2.50x  - 2.99x 9 126,273,084 11.3    3.69770% 89 2.70x 11.7% 45.8% 45.2%
3.00x   3.99x 4 100,400,000 8.9    3.31674% 104 3.52x 12.5% 56.5% 56.5%
4.00x   5.54x 4 163,900,000 14.6    3.14644% 90 4.85x 15.5% 32.8% 32.8%
Total / Weighted Average: 77 $1,122,007,709 100.0% 3.79281% 108 2.60x 10.9% 53.4% 50.8%
                       
(1)In the case of Loan Nos. 1, 2, 4, 5, 6, 7, 8, 9, 10, 11, 15, 20 and 22, the UW NCF DSCR, UW NOI Debt Yield, Cut-off Date LTV and Maturity Date/ARD LTV calculations include the related Pari Passu Companion Loan(s). In the case of Loan Nos. 2, 4, 5, 6, 7, 10 and 22, the UW NCF DSCR, UW NOI Debt Yield, Cut-off Date LTV and Maturity Date/ARD LTV calculations exclude the related Subordinate Companion Loans.

(2)For the mortgage loans that are interest-only for the entire term or until the anticipated repayment date and accrue interest on an Actual/360 basis, the Monthly Debt Service Amount ($) was calculated as 1/12th of the product of (i) the Original Balance ($), (ii) the Interest Rate % and (iii) 365/360.

(3)In the case of Loan No. 13, the Cut-off Date LTV and UW NOI Debt Yield are based on Cut-off Date Principal Balance after netting out a $1,500,000 holdback reserve. The Cut-off Date LTV and UW NOI Debt Yield based on Cut-off Date Principal Balance without netting out the holdback reserve is 62.7% and 8.6%, respectively.

(4)In the case of Loan Nos. 1, 9, 18 and 23, the Cut-off Date LTV and the Maturity Date/ARD LTV are calculated by using an appraised value based on an as-portfolio assumption. In the case of Loan Nos. 2 and 38 the Cut-off Date LTV and Maturity/ARD LTV are calculated by using an appraised value based on an as stabilized assumption. In the case of Loan No. 6 the Cut-off Date LTV and Maturity/ARD LTV are calculated by using an appraised value based on a market value assuming present value of ICAP tax savings are excluded and outstanding leasing costs reserved assumption. Refer to ““Description of the Mortgage Pool—Certain Calculations and Definitions—Appraised Value”” in the Preliminary Prospectus for additional details.

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 

 
Structural and Collateral Term Sheet   BMO 2022-C1
 
Collateral Characteristics

 

LTV Ratios as of the Cut-off Date(1)(3)

 

        Weighted Average
Range of
Cut-off Date LTVs
Number of Loans Cut-off Date Principal Balance % of IPB Mortgage Rate Remaining Loan Term(1) UW
NCF DSCR(1)(2)
UW
NOI
DY(1)(3)
Cut-off
Date LTV(1)(3)(4)
Maturity Date/ARD LTV(1)(4)
26.6%  - 49.9% 9 $333,083,084 29.7% 3.38572% 94 3.63x 12.8% 37.4% 37.2%
50.0%  - 59.9% 24 $349,653,429 31.2    3.85515% 114 2.47x 10.4% 56.6% 53.9%
60.0%  - 64.9% 33 $378,088,761 33.7    4.05014% 116 1.93x 10.0% 62.3% 57.9%
65.0%  - 68.5% 11 $61,182,436 5.5    4.06250% 109 1.86x 9.4% 66.9% 63.2%
Total / Weighted Average: 77 $1,122,007,709 100.0% 3.79281% 108 2.60x 10.9% 53.4% 50.8%

 

LTV Ratios as of the Maturity Date(1)(3)

 

       

Weighted Average 

Range of
Maturity Date LTVs
Number of Loans Cut-off Date Principal Balance % of IPB Mortgage Rate Remaining Loan Term(1) UW
NCF DSCR(1)(2)
UW
NOI
DY(1)(3)
Cut-off
Date LTV(1)(3)(4)
Maturity Date/ARD LTV(1)(4)
26.6%  - 49.9% 17 $422,820,075 37.7% 3.60755% 98 3.18x 12.4% 42.3% 39.0%
50.0%  - 59.9% 35 454,527,134 40.5    3.84949% 113 2.32x 10.4% 58.4% 55.3%
60.0%  - 64.9% 22 215,585,500 19.2    3.99995% 116 2.09x 9.0% 62.7% 62.3%
65.0%  - 68.5% 3 29,075,000 2.6    4.06475% 119 2.17x 9.1% 67.1% 67.1%
Total / Weighted Average: 77 $1,122,007,709 100.0% 3.79281% 108 2.60x 10.9% 53.4% 50.8%

 

Prepayment Protection

 

       

Weighted Average 

Prepayment Protection Number of Loans Cut-off Date Principal Balance % of IPB Mortgage Rate Remaining Loan Term(1) UW
NCF DSCR(1)(2)
UW
NOI
DY(1)(3)
Cut-off
Date LTV(1)(3)(4)
Maturity Date/ARD LTV(1)(4)
Defeasance 50 $667,704,478 59.5% 3.90807% 112 2.34x 10.6% 56.9% 53.8%
Yield Maintenance 21 274,153,231 24.4    3.87978% 110 2.30x 10.1% 55.8% 52.7%
Defeasance or Yield Maintenance 6 180,150,000 16.1    3.23325% 92 3.99x 13.1% 36.9% 36.9%
Total / Weighted Average: 77 $1,122,007,709 100.0% 3.79281% 108 2.60x 10.9% 53.4% 50.8%

 

Loan Purpose

 

       

Weighted Average 

Loan Purpose Number of Loans Cut-off Date Principal Balance % of IPB Mortgage Rate Remaining Loan Term(1) UW
NCF DSCR(1)(2)
UW
NOI
DY(1)(3)
Cut-off
Date LTV(1)(3)(4)
Maturity Date/ARD LTV(1)(4)
Refinance 48 $646,791,179 57.6% 3.96490% 115 2.40x 10.9% 55.9% 53.0%
Acquisition 28 432,466,530 38.5    3.62468% 98 2.77x 10.8% 49.5% 47.1%
Recapitalization 1 42,750,000 3.8    2.89000% 118 3.79x 11.5% 55.5% 55.5%
Total / Weighted Average: 77 $1,122,007,709 100.0% 3.79281% 108 2.60x 10.9% 53.4% 50.8%
(1)In the case of Loan Nos. 1, 2, 4, 5, 6, 7, 8, 9, 10, 11, 15, 20 and 22, the UW NCF DSCR, UW NOI Debt Yield, Cut-off Date LTV and Maturity Date/ARD LTV calculations include the related Pari Passu Companion Loan(s). In the case of Loan Nos. 2, 4, 5, 6, 7, 10 and 22, the UW NCF DSCR, UW NOI Debt Yield, Cut-off Date LTV and Maturity Date/ARD LTV calculations exclude the related Subordinate Companion Loans.

(2)For the mortgage loans that are interest-only for the entire term or until the anticipated repayment date and accrue interest on an Actual/360 basis, the Monthly Debt Service Amount ($) was calculated as 1/12th of the product of (i) the Original Balance ($), (ii) the Interest Rate % and (iii) 365/360.

(3)In the case of Loan No. 13, the Cut-off Date LTV and UW NOI Debt Yield are based on Cut-off Date Principal Balance after netting out a $1,500,000 holdback reserve. The Cut-off Date LTV and UW NOI Debt Yield based on Cut-off Date Principal Balance without netting out the holdback reserve is 62.7% and 8.6%, respectively.

(4)In the case of Loan Nos. 1, 9, 18 and 23, the Cut-off Date LTV and the Maturity Date/ARD LTV are calculated by using an appraised value based on an as-portfolio assumption. In the case of Loan Nos. 2 and 38 the Cut-off Date LTV and Maturity/ARD LTV are calculated by using an appraised value based on an as stabilized assumption. In the case of Loan No. 6 the Cut-off Date LTV and Maturity/ARD LTV are calculated by using an appraised value based on a market value assuming present value of ICAP tax savings are excluded and outstanding leasing costs reserved assumption. Refer to ““Description of the Mortgage Pool—Certain Calculations and Definitions—Appraised Value”” in the Preliminary Prospectus for additional details.

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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Structural and Collateral Term Sheet   BMO 2022-C1
 
Collateral Characteristics

 

Previous Securitization History(1)

 

No. Mortgage Loan Seller Loan Name Location Property Type Cut-off Date Principal Balance % of IPB Previous Securitization
5 BMO/SMC AMF Portfolio Various Multifamily $40,000,000 3.6% CF 2019-MF1
8.01 SMC First National Building Detroit, MI Office $9,222,400 0.8% JPMBB 2015-C32, JPMCC 2015-JP1
8.03 SMC Chrysler House Detroit, MI Office $4,584,000 0.4% WFRBS 2013-C16
8.04 SMC 1001 Woodward Detroit, MI Office $4,554,400 0.4% JPMBB 2014-C19
8.05 SMC One Woodward Detroit, MI Office $3,301,600 0.3% COMM 2014-UBS6
11 BMO 2 Riverfront Plaza Newark, NJ Office $37,500,000 3.3% LCCM 2017-LC26
12.01 SMC Center Plaza Federal Way, WA Retail $17,692,308 1.6% JPMBB 2015-C31
12.02 SMC Village by the Creek Mill Creek, WA Retail $7,628,205 0.7% MSBAM 2016-C30
12.03 SMC Riverway Plaza Kelso, WA Retail $6,538,462 0.6% COMM 2015-CR25
19 SMC BJ’s Wholesale Club - Kendall Miami, FL Retail $22,100,000 2.0% CSAIL 2016-C7
22 BMO Meadowood Mall Reno, NV Retail $17,933,084 1.6% GSMS 2012-GC6
25 Sabal Midway Market Square Elyria, OH Retail $15,000,000 1.3% FCRE 2018-1A
26 SMC Peoria Center at Arrowhead Peoria, AZ Office $14,425,000 1.3% GSMS 2014-GC26
27 BMO Mills Fleet Farm Carver Carver, MN Retail $13,890,000 1.2% CSMC 2016-MFF
44 SMC West Allen Plaza Woodhaven, MI Retail $7,050,000 0.6% JPMCC 2012-CBX
55 KeyBank Laguna Beach Mixed Use Laguna Beach, CA Mixed Use $5,000,000 0.4% BOC 2019-Q010
63 Sabal The Wash Apartments Indianapolis, IN Multifamily $3,535,000 0.3% M360 2018-CRE1

(1)The table above represents the properties for which the previously existing debt was most recently securitized, based on information provided by the related borrower or obtained through searches of a third-party database.

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 

 

 

Structural and Collateral Term Sheet   BMO 2022-C1
 
No. 1 – IPCC National Storage Portfolio XVI

 

 

 

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 

 

 

Structural and Collateral Term Sheet   BMO 2022-C1
 
No. 1 – IPCC National Storage Portfolio XVI

 

 

 

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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Structural and Collateral Term Sheet   BMO 2022-C1
 
No. 1 – IPCC National Storage Portfolio XVI

 

Mortgage Loan Information   Property Information
Mortgage Loan Seller: KeyBank   Single Asset / Portfolio: Portfolio
Original Principal Balance(1): $60,000,000   Title: Fee
Cut-off Date Principal Balance(1): $60,000,000   Property Type - Subtype: Self-Storage – Self-Storage
% of IPB: 5.3%   Net Rentable Area (SF): 1,133,018
Loan Purpose: Acquisition   Location: Various
Borrower: Self-Storage Portfolio XVI DST   Year Built / Renovated: Various / Various
Borrower Sponsor: Inland Private Capital Corporation   Occupancy: 93.1%
Interest Rate: 3.62800%   Occupancy Date: 11/17/2021
Note Date: 12/16/2021   4th Most Recent NOI (As of): NAV
Maturity Date: 1/1/2032   3rd Most Recent NOI (As of): NAV
Interest-only Period: 120 months   2nd Most Recent NOI (As of)(3): $7,887,456 (12/31/2020)
Original Term: 120 months   Most Recent NOI (As of)(3): $9,583,737 (TTM 10/31/2021)
Original Amortization Term: None   UW Economic Occupancy: 86.4%
Amortization Type: Interest Only   UW Revenues: $16,218,302
Call Protection: L(25),YM1(92),O(3)   UW Expenses: $6,202,684
Lockbox / Cash Management: None / Springing   UW NOI: $10,015,618
Additional Debt(1): Yes   UW NCF: $9,834,867
Additional Debt Balance(1): $57,000,000   Appraised Value / Per SF(4): $244,900,000 / $216
Additional Debt Type(1): Pari Passu   Appraisal Date(4): 11/4/2021-11/24/2021
         

 

Escrows and Reserves(2)   Financial Information(1)
  Initial Monthly Initial Cap   Cut-off Date Loan / SF:   $103  
Taxes: $0 Springing N/A   Maturity Date Loan / SF:   $103  
Insurance: $0 Springing N/A   Cut-off Date LTV(4):   47.8%  
Replacement Reserves: $246,500 Springing $246,500   Maturity Date LTV(4):   47.8%  
Flood Insurance Reserve: $486,615 $0 N/A   UW NCF DSCR:   2.29x  
          UW NOI Debt Yield:   8.6%  
                 
               
 
Sources and Uses
Sources Proceeds % of Total   Uses Proceeds % of Total
Loan Combination(1) $117,000,000 46.4%   Purchase Price $243,118,000 96.4%
Borrower Sponsor Equity 135,299,554 53.6   Trust Reserve(2) 5,974,400 2.4
        Closing Costs 2,474,039 1.0
        Upfront Reserves 733,115 0.3
Total Sources $252,299,554 100.0%   Total Uses $252,299,554 100.0%
                     
(1)The IPCC National Storage Portfolio XVI Mortgage Loan (as defined below) is part of a loan combination evidenced by five pari passu notes with an aggregate original principal balance of $117,000,000. The financial information presented in the charts above is based on the $117,000,000 IPCC National Storage Portfolio XVI Loan Combination (as defined below).
(2)For a full description of Escrows and Reserves, please refer to “Escrows and Reserves” below. Additionally, under the terms of the master lease, described under “The Borrower” below, the IPCC National Storage Portfolio XVI Borrower funded $5,974,400 at loan origination into a trust reserve account for the benefit of the IPCC National Storage Portfolio XVI Borrower, which is collateral for the IPCC National Storage Portfolio XVI Loan Combination but is not held with the lender and is separate from the $246,500 initial replacement reserve. Collectively, the initial replacement reserve and the trust reserve account will be used to pay for (i) repairs and replacements of the structure, foundation, roof, exterior walls, and parking lot improvements at the IPCC National Storage Portfolio XVI Properties (as defined below), (ii) leasing commissions, (iii) any environmental costs, (iv) any repairs identified in the property condition reports, (v) insurance deductibles and (vi) any other necessary property improvements.
(3)The increase from 2nd Most Recent NOI to Most Recent NOI is primarily due to a mixture of either increased occupancy or aggressive rental rate increases at certain IPCC National Storage Portfolio XVI Properties.
(4)The Appraised Value reflects a portfolio premium of approximately 15.3% over the aggregate “as-is” value of the individual IPCC National Storage Portfolio XVI Properties. The sum of the values on an individual basis is $212,410,000, which represents a Cut-off Date LTV and Maturity Date LTV of 55.1%.

 

The Loan. The largest mortgage loan is part of a loan combination evidenced by five pari passu promissory notes in the aggregate original principal amount of $117,000,000 (the “IPCC National Storage Portfolio XVI Loan Combination”), which is secured by a first priority fee mortgage encumbering 19 self-storage properties located in eight states (the “IPCC National Storage Portfolio XVI Properties”). The controlling Note A-1 and non-controlling Note A-4 (collectively, the “IPCC National Storage Portfolio XVI Mortgage Loan”), with an aggregate original principal amount of $60,000,000, will be included in the BMO 2022-C1 securitization trust. The non-controlling Note A-2, Note A-3, and Note A-5, with an aggregate original principal amount of $57,000,000, are currently held by KeyBank

 

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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Structural and Collateral Term Sheet   BMO 2022-C1
 
No. 1 – IPCC National Storage Portfolio XVI

 

and are expected to be contributed to one or more future securitization trusts. The IPCC National Storage Portfolio XVI Loan Combination will be serviced pursuant to the pooling and servicing agreement for the BMO 2022-C1 securitization trust. Proceeds of the IPCC National Storage Portfolio XVI Loan Combination, along with approximately $135.3 million of borrower sponsor equity, were used to acquire the IPCC National Storage Portfolio XVI Properties, fund reserves and pay closing costs. See “Description of the Mortgage Pool—The Loan Combinations—The Serviced Pari Passu Loan Combinations” in the Preliminary Prospectus. The IPCC National Storage Portfolio XVI Mortgage Loan has a 10-year term and is interest only for the entire term.

 

Loan Combination Summary
Note Original Balance      Note Holder Controlling Piece
A-1 $50,000,000 BMO 2022-C1 Yes
A-2 $30,000,000 KeyBank No
A-3 $20,000,000 KeyBank No
A-4 $10,000,000 BMO 2022-C1 No
A-5 $7,000,000 KeyBank No
Total $117,000,000    

 

The Properties. The IPCC National Storage Portfolio XVI Properties are comprised of 19 self-storage properties totaling 1,133,018 square feet within 9,046 storage units located in eight states. The top three states by allocated loan amount are Texas (six properties, 24.6% of allocated loan amount, 24.8% of UW NOI), California (three properties, 20.1% of allocated loan amount, 19.9% of UW NOI), and Alabama (two properties, 15.8% of allocated loan amount, 15.7% of UW NOI). The remaining five states are Pennsylvania, Maine, Maryland, Nevada, and South Carolina, none of which represent more than 13.7% of the allocated loan amount or more than 13.7% of the UW NOI. The IPCC National Storage Portfolio XVI Properties were built between 1954 and 2018. The IPCC National Storage Portfolio XVI Properties range in size from 30,350 to 128,046 SF and contain 251 to 1,055 units, with no individual property comprising more than 11.3% of the total net rentable area based on square footage or more than 11.7% of the total storage units.

 

The IPCC National Storage Portfolio XVI Properties contain a total of 9,046 self-storage units, of which 3,647 are climate-controlled. The IPCC National Storage Portfolio XVI Properties also include 504 leasable parking spaces that are 83.5% leased as of November 17, 2021, as well as 38 commercial units totaling 29,629 square feet that are 92.1% occupied. Based on self-storage net rentable area, the IPCC National Storage Portfolio XVI Properties were 93.1% occupied as of November 17, 2021, with individual property occupancies ranging from 82.7% to 98.6%.

 

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 

 

Structural and Collateral Term Sheet   BMO 2022-C1
 
No. 1 – IPCC National Storage Portfolio XVI

 

The following table presents certain information relating to the IPCC National Storage Portfolio XVI Properties:

 

Portfolio Summary
Property Name Location Allocated
Whole Loan Amount (“ALA”)
% of ALA Occupancy(1) Year Built/
Renovated
Net
Rentable Area
(SF)(1)
Storage
Units
Appraised
Value(2)
% of
UW
NOI
Crestwood Boulevard Irondale, AL $13,162,213 11.2% 82.7% 1954/2021 128,046 1,055 $27,200,000 11.2%
Hallmark Drive Sacramento, CA 10,347,573 8.8 95.5% 1974/NAP 72,706 623 $20,670,000 8.9   
Gray Road Falmouth, ME 7,668,757 6.6 93.2% 2015-2017/ NAP 65,125 415 $11,700,000 6.5   
Marconi Avenue Sacramento, CA 7,645,935 6.5 97.4% 1964/2014 51,739 400 $16,390,000 6.4   
Ocean Gateway Ocean City, MD 7,230,592 6.2 93.0% 1988, 1995, 1996, 1999, 2001/NAP 63,650 487 $11,620,000 6.2   
Amity Road Harrisburg, PA 7,032,044 6.0 95.0% 1972, 1990/ 2008 58,432 606 $12,750,000 6.0   
Gladstell Road Conroe, TX 6,819,129 5.8 89.4% 1997/NAP 66,575 546 $10,600,000 6.1   
US Route One Falmouth, ME 6,441,247 5.5 93.9% 2016-2018/ NAP 46,925 305 $9,650,000 5.5   
Farm to Market 1093 Richmond, TX 6,432,578 5.5 95.2% 2002/NAP 74,606 508 $9,800,000 5.4   
Meade Avenue Las Vegas, NV 5,673,357 4.8 91.6% 1978/NAP 57,274 456 $13,080,000 4.9   
Camp Horne Pittsburgh, PA 5,672,416 4.8 97.2% 2003/NAP 52,194 445 $9,470,000 4.9   
Hazel Avenue Orangevale, CA 5,505,970 4.7 92.3% 1989/NAP 44,062 417 $11,820,000 4.6   
Hoover Court Birmingham, AL 5,300,941 4.5 92.2% 1959/2016 41,412 419 $9,140,000 4.6   
Highway 6 North Houston, TX 5,218,804 4.5 95.4% 1981/NAP 68,012 616 $8,600,000 4.5   
Farm to Market 725 New Braunfels, TX 4,693,612 4.0 96.1% 1984, 1985, 1995, 1997, 2017/NAP 67,300 572 $7,700,000 4.1   
Hidden Hill Road Spartanburg, SC 3,316,260 2.8 94.6% 2003/2016 54,100 309 $5,320,000 2.8   
Arndt Road Pittsburgh, PA 3,269,512 2.8 93.7% 2007/2010 30,350 251 $6,050,000 2.8   
East Rosedale Street Fort Worth, TX 2,865,552 2.4 98.6% 1972/2015 41,935 272 $6,090,000 2.4   
Grisham Drive Rowlett, TX 2,703,508 2.3 96.8% 1981/NAP 48,575 344 $4,760,000 2.3   
Total   $117,000,000 100.0% 93.1%   1,133,018 9,046 $244,900,000 100.0%
(1)Occupancy and Net Rentable Area (SF) reflect storage units only, excluding parking spaces and commercial units.
(2)The Total Appraised Value reflects a portfolio premium of approximately 15.3% over the aggregate “as-is” value of the individual IPCC National Storage Portfolio XVI Properties. The sum of the values on an individual basis is $212,410,000.

 

The following table presents detailed information with respect to the unit mix of the IPCC National Storage Portfolio XVI Properties:

 

Unit Mix
Unit Type Square Feet % of Total
Square Feet
Occupancy
(SF)(1)
Units % of Total
Units
Occupancy
(Units)(1)
Non-Climate Controlled Storage Units 752,563 64.7% 93.6% 5,399 56.3% 93.4%
Climate Controlled Storage Units 380,456 32.7 92.3% 3,647 38.0 91.6%
Parking Units N/A N/A N/A 504   5.3 83.5%
Commercial Units 29,629   2.5 92.1% 38   0.4 89.5%
Total / Wtd. Avg.  1,162,647 100.0% 93.1% 9,588 100.0% 92.2%
(1)Occupancy is based on the underwritten rent roll dated November 17, 2021.

 

COVID-19 Update. As of December 16, 2021, the IPCC National Storage Portfolio XVI Properties are open and operating. The borrower sponsor provided an accounts receivable report dated October 31, 2021, which showed approximately $29,813 (0.2% of underwritten base rent) more than 30 days delinquent. As of the date of this term sheet, the IPCC National Storage Portfolio XVI Properties Loan Combination is not subject to any modification or forbearance requests.

 

Environmental. According to the Phase I environmental assessments dated December 6, 2021, there was no evidence of any recognized environmental conditions at the IPCC National Storage Portfolio XVI 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.

 

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Structural and Collateral Term Sheet   BMO 2022-C1
 
No. 1 – IPCC National Storage Portfolio XVI

 

Historical and Current Occupancy
2018(1) 2019(1)(2) 2020(2) Current(3)
NAV 90.4% 91.2% 93.1%
(1)2018 Historical Occupancy was not provided by the seller. 2019 Historical Occupancy excludes occupancy for seven of the IPCC National Storage Portfolio XVI Properties, which the seller did not provide.
(2)Historical Occupancies are as of December 31 of each respective year and are based on self-storage square footage.
(3)Current Occupancy is based on the underwritten rent rolls dated as of November 17, 2021 and based on self-storage square footage.

 

Operating History and Underwritten Net Cash Flow
  2020 TTM(1) Underwritten Per Square Foot %(2)
Rents in Place $12,864,040 $14,639,949 $15,230,256 $13.44 90.8%
Vacant Income 2,449,469 0 1,539,707 1.36 9.2
Gross Potential Rent $15,313,509 $14,639,949 $16,769,963 $14.80 100.0%
(Vacancy / Credit Loss) (3,013,576) (616,944) (2,281,148) (2.01) (13.6)
Parking Income 304,044 341,633 516,861 0.46 3.1
Other Income(3) 790,752 875,399 1,212,626 1.07 7.2
Effective Gross Income(4) $13,394,730 $15,240,037 $16,218,302 $14.31 96.7%
           
Total Expenses $5,507,273 $5,656,300 $6,202,684 $5.47 38.2%
           
Net Operating Income $7,887,456 $9,583,737 $10,015,618 $8.84 61.8%
Total TI / LC, Capex / RR 0 0 180,751 0.16 1.1
Net Cash Flow $7,887,456 $9,583,737 $9,834,867 $8.68 60.6%
(1)TTM reflects the trailing 12-month period ending October 31, 2021.
(2)% column represents percent of Gross Potential Rent for all revenue lines and represents percent of Effective Gross Income for the remainder of fields.
(3)Other Income includes merchandise sales, tenant insurance, late fees, administrative fees, and for Underwritten Other Income only, $279,816 of commercial unit income.
(4)Effective Gross Income increased from 2020 to TTM primarily due to a mixture of either increased occupancy or aggressive rental rate increases at certain IPCC National Storage Portfolio XVI Properties.

 

The Market. The IPCC National Storage Portfolio XVI Properties are located across eight states and 11 different metropolitan statistical areas, with three IPCC National Storage Portfolio XVI Properties located within the Sacramento, California metropolitan area (20.1% of allocated loan amount, 19.9% of UW NOI), three within the Houston, Texas metropolitan area (15.8% of allocated loan amount, 16.0% of UW NOI), and two within the Birmingham, Alabama metropolitan area (15.8% of allocated loan amount, 15.7% of UW NOI).

 

According to the appraisals, as of the third quarter of 2021, the Sacramento self-storage market reported an average vacancy rate of 9.7%, with average monthly rents of $130.81 and $144.27 per unit for 10x10 foot non-climate controlled and climate controlled units, respectively. The Houston self-storage market reported an average vacancy rate of 12.5%, with average monthly rents of $85.69 and $135.23 per unit for 10x10 foot non-climate controlled and climate controlled units, respectively. The Birmingham self-storage market reported an average vacancy rate of 9.3%, with average monthly rents of $78.13 and $123.13 per unit for 10x10 foot non-climate controlled and climate controlled units, respectively. The portfolio appraisal concluded stabilized effective gross income of $14.99 per square foot for the IPCC National Storage Portfolio XVI 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.

 

18 

 

Structural and Collateral Term Sheet   BMO 2022-C1
 
No. 1 – IPCC National Storage Portfolio XVI

 

The following table presents certain 2021 demographic information for the IPCC National Storage Portfolio XVI Properties:

 

Demographics Summary(1)
Property Name City, State

1-mile

Population

3-mile

Population

5-mile Population 1-mile Median Household Income

3-mile

Median Household Income

5-mile Median Household Income
Crestwood Boulevard Irondale, AL 2,882 36,557 86,757 $56,240 $46,358 $56,271
Hallmark Drive Sacramento, CA 20,549 140,487 388,658 $40,486 $57,872 $62,076
Gray Road Falmouth, ME 1,931 24,080 69,851 $131,309 $93,617 $78,452
Marconi Avenue Sacramento, CA 16,367 132,095 379,411 $71,365 $60,748 $60,254
Ocean Gateway Ocean City, MD 849 12,957 31,264 $104,076 $74,323 $73,979
Amity Road Harrisburg, PA 12,794 93,043 188,107 $50,382 $47,803 $57,522
Gladstell Road Conroe, TX 11,946 57,517 109,749 $46,918 $54,692 $72,291
US Route One Falmouth, ME 2,408 9,111 35,842 $159,210 $151,677 $105,298
Farm to Market 1093 Richmond, TX 12,709 89,061 220,535 $130,184 $134,279 $126,523
Meade Avenue Las Vegas, NV 39,520 187,429 484,795 $34,720 $43,084 $43,812
Camp Horne Pittsburgh, PA 4,492 47,525 146,544 $79,005 $68,021 $69,031
Hazel Avenue Orangevale, CA 14,308 94,717 256,485 $84,438 $85,247 $86,989
Hoover Court Birmingham, AL 8,020 64,601 132,361 $64,308 $76,071 $83,099
Highway 6 North Houston, TX 17,598 150,983 317,570 $69,761 $74,444 $77,185
Farm to Market 725 New Braunfels, TX 3,262 34,500 84,610 $73,510 $71,849 $71,094
Hidden Hill Road Spartanburg, SC 5,913 43,205 82,780 $48,938 $53,042 $50,400
Arndt Road Pittsburgh, PA 4,418 36,674 117,025 $135,810 $102,635 $82,927
East Rosedale Street Fort Worth, TX 8,389 95,623 234,254 $40,956 $45,390 $52,962
Grisham Drive Rowlett, TX 9,383 82,484 270,907 $90,495 $80,497 $74,776
(1)Source: Third party market data provider.

 

The Borrower. The borrowing entity for the IPCC National Storage Portfolio XVI Loan Combination is Self-Storage Portfolio XVI DST, a Delaware statutory trust and special purpose entity with one independent director (the “IPCC National Storage Portfolio XVI Borrower”). Legal counsel to the IPCC National Storage Portfolio XVI Borrower delivered a non-consolidation opinion in connection with the origination of the IPCC National Storage Portfolio XVI Loan Combination. The IPCC National Storage Portfolio XVI Borrower has master leased the IPCC National Storage Portfolio XVI Properties to the master tenant, Self-Storage Portfolio XVI LeaseCo, L.L.C. (“Master Tenant”). The Master Tenant is a Delaware limited liability company structured to be bankruptcy-remote and is ultimately owned by the guarantor. The master lease generally imposes responsibility on the Master Tenant for the operation, maintenance and management of the IPCC National Storage Portfolio XVI Properties and payment of all expenses incurred in the maintenance and repair of the IPCC National Storage Portfolio XVI Properties, other than capital expenses. The Master Tenant’s interest in all tenant rents was assigned directly to the lender. The master lease is subordinate to the IPCC National Storage Portfolio XVI Loan Combination and, upon an event of default under the IPCC National Storage Portfolio XVI Loan Combination documents, the lender has the right to cause the termination of the master lease. There is no income underwritten from the master lease as the IPCC National Storage Portfolio XVI Loan Combination was underwritten to the underlying property income.

 

The IPCC National Storage Portfolio XVI Borrower may (i) convert to a different form of entity under Delaware law (a “Conversion Event”) or (ii) transfer one or more of the IPCC National Storage Portfolio XVI Properties to a new special purpose entity owned by the same beneficial owners as the IPCC National Storage Portfolio XVI Borrower in substantially the same proportions as immediately prior to the transfer of the related mortgaged properties (a “Drop Down Contribution”). The lender may deliver a written notice (a “Conversion Notice”) to the IPCC National Storage Portfolio XVI Borrower and the signatory trustee if one or more of the IPCC National Storage Portfolio XVI Properties is in jeopardy of being foreclosed upon due to an event of default, and the IPCC National Storage Portfolio XVI Borrower is required to effect a Conversion Event or a Drop Down Contribution within 10 business days from its receipt of Conversion Notice unless it delivers a tax opinion (a “Conversion Opinion”) outlining (i) that the IPCC National Storage Portfolio XVI Borrower is able to remedy the default situation giving rise to the jeopardy of foreclosure or (ii) that effectuating a Conversion Event or Drop Down Contribution, in light of the circumstances, would not reasonably improve the ability of the IPCC National Storage Portfolio XVI Borrower to remedy the default situation. If the IPCC National Storage Portfolio XVI Borrower fails to remedy the default situation within 30 days of the lender’s receipt of the Conversion Opinion, then the IPCC National Storage Portfolio XVI Borrower is required to effect a Conversion Event or Drop Down Contribution, as applicable. See “Description of the Mortgage Pool—Statistical Characteristics of the Mortgage Loans—Delaware Statutory Trusts” in the Preliminary Prospectus.

 

The Borrower Sponsor. The borrower sponsor and nonrecourse carve-out guarantor is Inland Private Capital Corporation (“IPCC”). As of December 31, 2020, IPCC has sponsored 266 1031 exchange private placement programs since its inception that have provided

 

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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Structural and Collateral Term Sheet   BMO 2022-C1
 
No. 1 – IPCC National Storage Portfolio XVI

 

approximately $6.3 billion in equity and included 748 properties. According to the borrower sponsor, as of December 31, 2020, IPCC had $9.0 billion in assets under management.

 

Property Management. The IPCC National Storage Portfolio XVI Properties are managed by Devon Self Storage Holdings (US) LLC.

 

Escrows and Reserves. At origination, the IPCC National Storage Portfolio XVI Borrower deposited into escrow $246,500 for replacement reserves and approximately $486,615 for deficiency in flood insurance coverage.

 

Tax Escrows – The IPCC National Storage Portfolio XVI Borrower is required to deposit into a real estate tax reserve, on a monthly basis, 1/12 of the estimated annual real estate taxes for each respective property; provided, such monthly deposits will be waived for each applicable property so long as (i) no event of default exists, (ii) the IPCC National Storage Portfolio XVI Borrower provides the lender, at least 10 days prior to the date on which such taxes are due, satisfactory evidence that all applicable taxes have been paid, and (iii) no DSCR Trigger Event (as defined below) has occurred.

 

Insurance Escrows – The IPCC National Storage Portfolio XVI Borrower is required to deposit into an insurance reserve, on a monthly basis, 1/12 of estimated insurance premiums for each respective property; provided, such monthly deposits will be waived for each applicable property so long as (i) no event of default exists, (ii) no DSCR Trigger Event has occurred, and (iii) the IPCC National Storage Portfolio XVI Borrower maintains a blanket insurance policy acceptable to the lender.

 

Replacement Reserves – The IPCC National Storage Portfolio XVI Borrower is required to escrow approximately $20,514 for replacement reserves on a monthly basis if at any time the balance of the reserve falls below $246,500, until such time as the reserve is restored to $246,500.

 

Lockbox / Cash Management. The IPCC National Storage Portfolio XVI Loan Combination documents require springing cash management. Within five business days of the IPCC National Storage Portfolio XVI Borrower’s receipt of the lender’s notice that a Cash Sweep Event (as defined below) has occurred, the IPCC National Storage Portfolio XVI Borrower is required to establish and maintain a cash management account controlled by the lender and the IPCC National Storage Portfolio XVI Borrower, Master Tenant, or property manager are required to send direction letters to all tenants under commercial leases instructing them to deposit all rents directly into the cash management account. In addition, the IPCC National Storage Portfolio XVI Borrower, Master Tenant, property manager and asset manager are required to deposit all revenues otherwise received into the cash management account within two business days of receipt. During the continuance of a Cash Sweep Event, all sums on deposit in the cash management account are required to be applied and disbursed in accordance with the IPCC National Storage Portfolio XVI Loan Combination documents, and in each case in connection with a Cash Sweep Event caused by a DSCR Trigger Event, all excess cash will be held by the lender as additional collateral for the IPCC National Storage Portfolio XVI Loan Combination.

 

A “Cash Sweep Event” will commence upon: (i) the occurrence of an event of default under the IPCC National Storage Portfolio XVI Loan Combination documents and will continue until such event of default is cured or (ii) the date on which the debt service coverage ratio as calculated in the IPCC National Storage Portfolio XVI Loan Combination documents is less than 1.80x (a “DSCR Trigger Event”) and will continue until the debt service coverage ratio is at least 1.85x for two consecutive quarters.

 

Subordinate and Mezzanine Debt. None.

 

Partial Release. At any time after February 1, 2024, and prior to the IPCC National Storage Portfolio XVI Loan Combination maturity date, the IPCC National Storage Portfolio XVI Borrower may obtain the release of any of the IPCC National Storage Portfolio XVI Properties, provided that, among other things, (i) no event of default has occurred and is continuing, (ii) the IPCC National Storage Portfolio XVI Borrower prepays a portion of the IPCC National Storage Portfolio XVI Loan Combination equal to 120% of the allocated loan amount of the property being released (the “Release Amount”), and if such property is released prior to October 2, 2031, the payment of a yield maintenance premium pursuant to the IPCC National Storage Portfolio XVI Loan Combination documents, (iii) the debt service coverage ratio for the remaining IPCC National Storage Portfolio XVI Properties following the release is no less than the greater of (x) the debt service coverage ratio for the 12 calendar months immediately preceding such release (provided, however, that for the purposes of this clause (x) the debt service coverage ratio will be deemed to be no greater than 2.30x) and (y) 2.15x, (iv) the debt yield for the remaining properties is no less than the greater of (x) the debt yield for the remaining IPCC National Storage Portfolio XVI Properties for the 12 calendar months immediately preceding such release (provided, however, that for the purposes of this clause (x) the debt yield will be deemed to be no greater than 8.55%) and (y) 8.20%, (v) the loan-to-value ratio for the remaining IPCC National Storage Portfolio XVI Properties is no greater than the lesser of (x) the loan-to-value ratio immediately preceding such release and (y) 50.0% (provided, however, that this clause (v) will not apply to the release of any individual property to the extent that, after giving effect to such release, the aggregate allocated loan amount of all the individual properties which have been released is less than 20% of the total original principal balance), and (vi) the release is permitted under REMIC requirements.

 

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.

 

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Structural and Collateral Term Sheet   BMO 2022-C1
 
No. 2 – 360 Rosemary

 

(GRAPHIC) 

 

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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Structural and Collateral Term Sheet   BMO 2022-C1
 
No. 2 – 360 Rosemary

 

(GRAPHIC) 

 

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 

 

 

Structural and Collateral Term Sheet   BMO 2022-C1
 
No. 2 – 360 Rosemary

 

(GRAPHIC) 

 

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 

 

 

Structural and Collateral Term Sheet   BMO 2022-C1
 
No. 2 – 360 Rosemary

 

Mortgage Loan Information   Property Information
Mortgage Loan Seller: BMO   Single Asset / Portfolio: Single Asset
Original Principal Balance(1): $45,000,000   Title: Fee
Cut-off Date Principal Balance(1): $45,000,000   Property Type Subtype: Office – CBD
% of IPB: 4.0%   Net Rentable Area (SF)(2): 313,002
Loan Purpose: Refinance   Location: West Palm Beach, FL
Borrower: CityPlace North II, L.L.C.   Year Built / Renovated: 2021 / NAP
Borrower Sponsor: The Related Companies, L.P.   Occupancy(3): 95.9%
Interest Rate: 3.95000%   Occupancy Date: 12/1/2021
Note Date: 1/18/2022   4th Most Recent NOI (As of): NAV
Maturity Date: 2/6/2032   3rd Most Recent NOI (As of): NAV
Interest-only Period: 120 months   2nd Most Recent NOI (As of): NAV
Original Term: 120 months   Most Recent NOI (As of): NAV
Original Amortization Term: None   UW Economic Occupancy: 95.0%
Amortization Type: Interest Only   UW Revenues: $23,655,523
Call Protection: YM3(24),DorYM3(89),O(7)   UW Expenses: $8,490,851
Lockbox / Cash Management: Hard / Springing   UW NOI: $15,164,673
Additional Debt(1): Yes   UW NCF: $14,804,720
Additional Debt Balance(1): $40,000,000, $98,500,000, $26,500,000   Appraised Value / Per SF(4): $319,000,000 / $1,019
Additional Debt Type(1): Pari Passu, B Note, C Note   Appraisal Date(4): 12/1/2023
         

 

Escrows and Reserves(5)   Financial Information(1)
  Initial Monthly Initial Cap     Senior Loan Loan Combination
Taxes: $0 Springing N/A   Cut-off Date Loan / SF: $272 $671
Insurance: $0 Springing N/A   Maturity Date Loan / SF: $272 $671
Replacement Reserves: $0 Springing N/A   Cut-off Date LTV: 26.6% 65.8%
TI/LC Reserve: $0 Springing N/A   Maturity Date LTV: 26.6% 65.8%
Other: $45,498,551 $0 N/A   UW NCF DSCR: 4.35x 1.76x
          UW NOI Debt Yield: 17.8% 7.2%
               
 
Sources and Uses
Sources Proceeds % of Total   Uses Proceeds % of Total
Loan Combination(1) $210,000,000 100.0%   Payoff Existing Debt $110,495,605 52.6%
        Return of Equity 47,876,656 22.8   
        Reserves 45,498,551 21.7   
        Closing Costs 6,129,189 2.9   
Total Sources $210,000,000 100.0%   Total Uses $210,000,000 100.0%
(1)The 360 Rosemary Mortgage Loan (as defined below) is part of the 360 Rosemary Loan Combination (as defined below) which has an original aggregate principal balance of $210,000,000. The Financial Information in the chart above reflects the 360 Rosemary Senior Loan (as defined below) and the 360 Rosemary Loan Combination. For additional information, see “The Loan” below.

(2)Net Rentable Area (SF) excludes the seven-story parking garage.

(3)Current occupancy is based on the underwritten rent roll as of December 1, 2021. Current occupancy is based on the percentage of net rentable area leased. Due to the recent completion of the 360 Rosemary Property, many tenants are currently in the process of building out their respective spaces and have not yet taken physical occupancy.

(4)The Appraised Value reflects the prospective market value upon stabilization concluded by the appraiser. The prospective market value upon stabilization assumes the completion of the remaining tenant improvements. At origination, the lender required escrow deposits sufficient to cover the costs associated with the completion of the remaining tenant improvements. The appraiser’s concluded market value “as-is” is $245,000,000, which represents a 360 Rosemary Senior Loan Cut-off Date LTV and Maturity Date LTV of 34.7%.

(5)For a full description of escrows and reserves, please refer to “Escrows and Reserves” below.

 

The Loan. The second largest mortgage loan (the “360 Rosemary Mortgage Loan”) is part of a loan combination (the “360 Rosemary Loan Combination”) that is evidenced by five pari passu senior promissory notes in the aggregate original principal amount of $85,000,000 (collectively, the “360 Rosemary Senior Loan”) and two pari passu subordinate promissory notes in the aggregate original principal amount of $125,000,000 (collectively, the “360 Rosemary Subordinate Companion Loan”). The 360 Rosemary Loan Combination was originated on January 18, 2022, by Bank of Montreal (“BMO”). The 360 Rosemary Loan Combination is secured by a first priority mortgage on the borrower’s fee simple interest in a 313,002 square foot office property located in West Palm Beach, Florida

 

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 

 

 

Structural and Collateral Term Sheet   BMO 2022-C1
 
No. 2 – 360 Rosemary

 

(the “360 Rosemary Property”). The 360 Rosemary Mortgage Loan is evidenced by the non-controlling promissory Note A-1 and Note-A-2, with an aggregate principal balance as of the Cut-off Date of $45,000,000. The remaining notes are currently held by affiliates of BMO and are expected to be contributed to one or more future securitization trusts. The 360 Rosemary Loan Combination will be serviced pursuant to the pooling and servicing agreement for the BMO 2022-C1 trust.

 

Loan Combination Summary
Note Original Balance Cut-off Date Balance   Note Holder Controlling Piece
A-1 $25,000,000 $25,000,000   BMO 2022-C1 No
A-2 $20,000,000 $20,000,000   BMO 2022-C1 No
A-3(1) $15,000,000 $15,000,000   BMO No
A-4(1) $15,000,000 $15,000,000   BMO No
A-5(1) $10,000,000 $10,000,000   BMO No
Total Senior Loan $85,000,000 $85,000,000      
B-1 $98,500,000 $98,500,000   BMO 2022-C1 Yes
C-1 $26,500,000 $26,500,000   Third Party No
Total $210,000,000 $210,000,000      
(1)Expected to be contributed to one or more future securitization(s).

 

The Property. The 360 Rosemary Property consists of a 20-story office property comprised of 291,298 square feet of office space and 21,704 of retail square feet located at 360 South Rosemary Avenue in West Palm Beach, Florida. The 360 Rosemary Property has a total of 606 parking spaces (approximately 1.94 parking spaces per 1,000 square feet of NRA) provided by the 7-story parking garage. The 360 Rosemary Property is situated at the southeast corner of South Rosemary Avenue and Fern Street that provides prime frontage for the retail tenants. The 360 South Rosemary Property is located in the downtown neighborhood of West Palm Beach and benefits from its proximity to entertainment attractions and outdoor recreation areas, such as the lifestyle retail development, The Square and public parks such as Howard Park. The 360 Rosemary Property is accessible from all major West Palm Beach commuter transportation hubs. Nearby train stations include the West Palm Beach Brightline Station, located approximately 0.2 miles north of the 360 Rosemary Property on the intersection of Evernia Street and Quadrille Plaza Drive, and the West Palm Beach Amtrak Train Station, located approximately 0.4 miles west of the 360 Rosemary Property on South Tamarind Avenue. The West Palm Beach Brightline Station provides access to Fort Lauderdale and Miami and is currently under construction to extend an additional line to Orlando, serving as an amenity to the 360 Rosemary Property tenants by providing access to a broader pool of talent. The 360 Rosemary Property was delivered in 2021 as a Class A office property and is currently 95.9% leased to a diverse mix of finance, real estate, insurance, legal and retail, including tenants such as New Day, Goldman Sachs, Comvest, Elliott Mgmt, Benefit Street Partners, Point 72 and Maverick Capital. New Day, Goldman Sachs and Comvest represent a combined 43.1% of the total NRA with each tenant having greater than ten years remaining under their respective leases. The retail space is 100.0% leased by four tenants, Harry’s / Adrienne’s, Mount Sinai, Regions Bank and Café (Felice). Tenants at the 360 Rosemary Property have invested approximately $38.0 million ($121 PSF) in aggregate into their respective spaces, ranging from $25 to $400 PSF.

 

COVID-19 Update. As of January 5, 2022, the 360 Rosemary Mortgage Loan is not subject to any forbearance, modification or debt service relief request. As of December 1, 2021, the 360 Rosemary Property is open and operating. Tenants representing approximately 100% of the occupied square footage at the 360 Rosemary Property and approximately 100% of the underwritten base rent made their November 2021 and December 2021 rental payments.

 

Major Tenants. The three largest tenants based on underwritten base rent are New Day, Goldman Sachs and Comvest.

 

New Day (56,048 square feet; 17.9% NRA; 18.5% of underwritten base rent): New Day was founded in 1999 and is headquartered in Fulton, Maryland. New Day is a veteran mortgage lender that offers loans for home improvements, refinancing, and debt consolidation. New Day moved its second headquarters to the 360 Rosemary Property in the fourth quarter of 2021, to two suites on the 19th and 20th floors of the building totaling 52,299 square feet. New Day signed an amendment to the lease expanding their leased premises for a combined a total of three suites leased with a weighted average lease term of 10.9 years. New Day was provided a tenant improvement allowance of approximately $5.66 million ($101 PSF). New Day’s lease expires in December 2032 and contains two consecutive renewal options of 60 months and a one-time termination right effective on any date elected by New Day during the period between November 30, 2027 and December 31, 2032. New Day’s Underwritten Base Rent PSF of $46.13 for 52,299 square feet of space on the 19th and 20th floors is approximately 19.7% below the appraiser’s concluded market rent of $55.00 PSF for the 19th floor and $60.00 for the 20th floor. New Day’s Underwritten Base Rent PSF of $60.00 for 3,749 square feet of space on the fourth floor is approximately 9.1% above the appraiser’s concluded market rent of $55.00 PSF.

 

Goldman Sachs (39,757 square feet; 12.7% NRA; 14.0% of underwritten base rent): Founded in 1869, Goldman Sachs Group Inc. (“Goldman Sachs”) is an American multinational investment bank and financial services company headquartered in New York City. Goldman Sachs offers services in investment management, asset management, prime brokerage and securities underwriting. As of the third quarter of 2021, Goldman Sachs reported approximately $46.7 billion in total revenue and approximately $1.2 trillion in total assets. Goldman Sachs occupies two suites with a lease term of 10.5 years and is expected to receive approximately $5.96 million (approximately $150 PSF) in tenant improvement allowance for the build-out of its new spaces expected to commence April 2022. Goldman Sachs’ lease

 

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

 

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Structural and Collateral Term Sheet   BMO 2022-C1
 
No. 2 – 360 Rosemary

 

expires in September 2032 and contains two consecutive renewal options of 60 months each, a one-time termination right effective as of the day preceding the fifth anniversary date of the rent commencement date under its lease and a termination right in the event that Goldman Sachs enters into a lease for at least 150,000 square feet at a specified nearby property owned by an affiliate of Borrower. Goldman Sachs’ Underwritten Base Rent PSF of $50.00 is approximately 9.1% below the appraiser’s concluded market rent for this space of $55.00 PSF.

 

Comvest (39,119 square feet; 12.5% NRA; 11.6% of underwritten base rent): Founded in 2000, Comvest Advisors (“Comvest”) is a private investment firm providing equity and debt capital to middle-market companies across North America. Since inception, Comvest has invested over $7.1 billion in middle market businesses and currently has over $6.5 billion in assets under management. Comvest occupies three suites with a lease term of 10.5 years and is expected to receive approximately $3.8 million ($100 PSF) in tenant improvement allowance for the build-out of its new spaces expected to commence July 2022, July 2023, and September 2023. The tenant improvement allowance is inclusive of a termination fee paid by the borrower sponsor for Comvest’s relocation to the 360 Rosemary Property. Comvest’s lease expires in March 2033 and contains two consecutive renewal options of 60 months each and a one-time termination right effective as of the last day of the 7th year of its lease. Comvest’s Underwritten Base Rent PSF of $42.25 is approximately 23.2% below the appraiser’s concluded market rent for this space of $55.00 PSF.

 

Environmental. According to a Phase I environmental assessment dated December 6, 2021, there was no evidence of any recognized environmental conditions at the 360 Rosemary Property.

 

The following table presents certain information relating to the historical occupancy of the 360 Rosemary Property:

 

Historical and Current Occupancy
2018(1) 2019(1) 2020(1) Current(2)
NAV NAV NAV 95.9%
(1)Historical occupancies are unavailable as the 360 Rosemary Property was built in 2021.

(2)Current occupancy is based on the underwritten rent roll as of December 1, 2021. Current occupancy is based on the percentage of net rentable area leased. Due to the recent completion of the 360 Rosemary Property, many tenants are currently in the process of building out their respective spaces and have not yet taken physical occupancy.

 

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 

 

 

Structural and Collateral Term Sheet   BMO 2022-C1
 
No. 2 – 360 Rosemary

 

The following table presents certain information relating to the largest tenants based on underwritten base rent of the 360 Rosemary Property:

 


Top Tenant Summary(1)
Tenant Ratings
Moody’s/S&P/
Fitch(2)
Net
Rentable
Area (SF)(3)
% of
Total NRA
UW
Base
Rent
PSF(4)

UW
Base
Rent(4)
% of
Total

UW Base
Rent
Lease
Exp. Date
New Day NR/NR/NR 56,048 17.9% $47.05 $2,637,231 18.5% 12/31/2032(5)
Goldman Sachs A2/BBB+/A 39,757 12.7 50.00 1,987,850 14.0 9/30/2032(6)
Comvest NR/NR/NR 39,119 12.5 42.25 1,652,778 11.6 3/31/2033(7)
Major Tenants   134,924 43.1% $46.53 $6,277,859 44.1%  
               
Other Tenants   165,178 52.8% $48.18 $7,958,724 55.9%  
               
Occupied Collateral Total / Wtd. Avg.   300,102 95.9% $47.44 $14,236,583 100.0%  
               
Vacant Space   12,900 4.1%        
Collateral Total   313,002 100.0%        
               
(1)Based on underwritten rent roll dated as of December 1, 2021.

(2)Ratings provided are for the parent company of the entity listed in the “Tenant” field whether or not the parent company guarantees the lease.

(3)Net Rentable Area (SF) excludes the seven-story parking garage.

(4)UW Base Rent PSF and UW Base Rent include rent steps of approximately $162,744 through January 2023.

(5)New Day has a one-time right to terminate its lease effective on any date elected by during the period between November 30, 2027 and December 31, 2032.

(6)Goldman Sachs has a one-time right to terminate its lease effective as of the day preceding the fifth anniversary date of the commencement of its lease.

(7)Comvest has a one-time right to terminate its lease effective as of the last day of the 7th year of its lease.

 

The following table presents certain information relating to the tenant lease expirations of the 360 Rosemary Property:

 

Lease Rollover Schedule(1)
Year Number of Leases Expiring Net Rentable Area Expiring % of NRA Expiring UW Base Rent Expiring(2) % of UW Base Rent Expiring Cumulative Net Rentable Area Expiring Cumulative % of NRA Expiring Cumulative UW Base Rent Expiring(2) Cumulative % of UW Base Rent Expiring
Vacant NAP 12,900 4.1% NAP NAP 12,900 4.1% NAP NAP
2022 0 0 0 NAP NAP 12,900 4.1% NAP NAP
2023 0 0 0 NAP NAP 12,900 4.1% NAP NAP
2024 0 0 0 NAP NAP 12,900 4.1% NAP NAP
2025 0 0 0 NAP NAP 12,900 4.1% NAP NAP
2026 4 15,891 5.1 713,428 5.0% 28,791 9.2% $713,428 5.0%
2027 2 10,565 3.4 549,986 3.9 39,356 12.6% $1,263,414 8.9%
2028 0 0 0 0 0.0 39,356 12.6% $1,263,414 8.9%
2029 0 0 0 0 0.0 39,356 12.6% $1,263,414 8.9%
2030 0 0 0 0 0.0 39,356 12.6% $1,263,414 8.9%
2031 2 8,363 2.7 472,648 3.3 47,719 15.2% $1,736,062 12.2%
2032 & Beyond 18 265,283 84.8 12,500,521 87.8   313,002 100.0% $14,236,583 100.0%
Total 26 313,002 100.0% $14,236,583 100.0%        
(1)Based on the underwritten rent roll dated December 1, 2021.

(2)UW Base Rent Expiring and Cumulative UW Base Rent Expiring include rent steps of approximately $162,744 through January 2023.

 

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 

 

 

Structural and Collateral Term Sheet   BMO 2022-C1
 
No. 2 – 360 Rosemary

 

The following table presents certain information relating to the underwritten cash flows of the 360 Rosemary Property:

 

Operating History and Underwritten Net Cash Flow
  Underwritten Per Square Foot %(1)
Rents in Place(2) $14,073,839 $44.96 56.5%
Rent Steps(3) 520,390 1.66 2.1
Vacant Income 645,000 2.06 2.6
Parking Income 1,346,810 4.30 5.4
Gross Potential Rent $16,586,039 $52.99 66.6%
Total Reimbursements(4) 8,314,511 26.56 33.4
Net Rental Income $24,900,551 $79.55 100.0%
Other Income 0 0.00 0.0
(Vacancy/Credit Loss) (1,245,028) (3.98) (5.0)
Effective Gross Income $23,655,523 $75.58 95.0%
Total Expenses $8,490,851 $27.13 35.9%
Net Operating Income $15,164,673 $48.45 64.1%
Total TI/LC, Capex/RR 359,952 $1.15 1.5
Net Cash Flow $14,804,720 $47.30 62.6%
(1)% column represents percent of Net Rental Income for all revenue lines and represents percent of Effective Gross Income for the remainder of fields.

(2)Based on the underwritten rent roll dated December 1, 2021.

(3)Underwritten Rent Steps through January 2023 includes approximately $357,646 for IG Tenants Credit rent and rent steps of approximately $162,744 through January 2023.

(4)Total Reimbursements include Gross-Up Recoveries.

 

The Market. The 360 Rosemary Property is located in West Palm Beach, Palm Beach County, Florida, in the central business district of West Palm Beach. The 360 Rosemary Property is situated in the West Palm Beach Central Business District submarket on South Rosemary Avenue between Evernia Street and Fern Street and is surrounded primarily by office and residential properties, service businesses, and ground level retail. A major influence for the immediate area is the access to the local highway system, as well as its proximity to beach access, public transportation, and Palm Beach International Airport. Major highways within one-to-two miles of the 360 Rosemary Property include Interstate 95, Route 1 and Route 5. The 360 Rosemary Property also benefits from its proximity to multiple museums, parks, higher education institutions and outdoor sport venues.

 

According to the appraisal, as of the third quarter of 2021, the Palm Beach office market had an inventory of approximately 25.6 million square feet, overall vacancy in the market of approximately 13.2% and average asking rent of $38.13 PSF. As of the third quarter of 2021, the West Palm Beach Central Business District office submarket had an inventory of approximately 2.7 million square feet, overall vacancy of approximately 19.9% and average asking rent of $58.99 PSF. Within the West Palm Beach Central Business District office submarket, Class A office space overall vacancy rates have improved due to the lease-up of the 360 Rosemary Property and reports an average asking rent of $63.75 PSF. Additionally, within the West Palm Beach Central Business District office submarket, the market inventory, vacancy and average asking rent are impacted by the One Flagler property, a proposed 270,000 square foot, Class A office building development located at 134 Lakeview Avenue is expected to be delivered in 2023. According to the appraisal, the 2021 population within a one-, three- and five-mile radius was 14,546, 77,323 and 184,155, respectively. The 2021 median household income within a one-, three- and five-mile radius was $68,423, $53,322 and $50,318, respectively.

 

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. 2 – 360 Rosemary

 

The following table presents certain information relating to comparable office leases for the 360 Rosemary Property:

 

Comparable Office Leases(1)
Property Name/Location Year Built/ Renovated NRA (SF)

Occupancy(2) 

Tenant Lease Size (SF) Rent PSF Commencement Lease Term (Years) Lease Type

360 Rosemary

West Palm Beach, FL

2021/NAP 313,002(3) 95.9%(4) Various Various $47.44(5) Various Various Various

1 N Clematis

West Palm Beach, FL

2001/NAP 102,452 92.0% NAV 8,848 $44.00 May-21 3.0 Yrs. NNN

CityPlace Tower

West Palm Beach, FL

2008/NAP 306,007 95.0% NAV 9,940 $50.23 Jun-21 10.3 Yrs. NNN

Phillips Point Office Complex

West Palm Beach, FL

1985/1988 437,188 100.0% NAV 7,209 $59.00 Sep-21 10.2 Yrs. NNN

Esperante

West Palm Beach, FL

1989 460,394 94.0% NAV 10,930 $55.00 Sep-21 5.5 Yrs. NNN

One Flagler(2)

West Palm Beach, FL

2023 277,000 15.0% NAV 8,437 $75.00 Jan-23 10.5 Yrs. NNN
(1)Source: Appraisal.

(2)The One Flagler property is currently in lease up and is under construction and is expected to be completed in 2023. Excluding the proposed One Flagler building, the remaining comparable properties have a combined weighted average occupancy of approximately 96.1%.

(3)NRA (SF) excludes the seven-story parking garage.

(4)Current occupancy is based on the underwritten rent roll as of December 1, 2021. Current occupancy is based on the percentage of net rentable area leased. Due to the recent completion of the 360 Rosemary Property, many tenants are currently in the process of building out their respective spaces and have not yet taken physical occupancy.

(5)Based on the underwritten rent roll dated as of December 1, 2021, with rent steps of approximately $162,744 through January 2023.

 

The Borrower. The borrower is CityPlace North II, L.L.C., a Delaware limited liability company, structured to be a single purpose bankruptcy-remote entity with one independent director. Counsel to the borrower provided a non-consolidation opinion in connection with the origination of the 360 Rosemary Mortgage Loan.

 

The Borrower Sponsor. The borrower sponsor is The Related Companies, L.P. (“Related”). Related is a global real estate and lifestyle company with over $60 billion in assets owned or under development including the 28-acre Hudson Yards neighborhood on Manhattan’s West Side, The Grand and Related Santa Clara in California and the 78 in Chicago. Formed over 45 years ago, Related is one of the largest private owners of affordable housing with over 55,000 affordable and workforce housing units under ownership and management and is a fully integrated, highly diversified industry leader with experience in design, development, acquisitions, management, finance, hospitality, sustainability, and sales.

 

Property Management. The 360 Rosemary Property is managed by Related Urban Management Company Southeast L.L.C., a Delaware limited liability company, an affiliate of the borrower sponsor.

 

Escrows and Reserves. At origination, the borrower was required to deposit into escrow (i) $29,660,593 for tenant improvement, leasing commissions, and other leasing costs, (ii) $7,763,747 for free rent, (iii) $3,063,341 for gap rent, (iv) approximately $2,718,998 for completion of the base building work and (v) $2,291,872 for free recovery.

 

Tax Escrows – On a monthly basis during the continuance of a Trigger Period (as defined below) or an event of default under the 360 Rosemary Mortgage Loan documents, the borrower is required to escrow 1/12th of the annual estimated real estate taxes.

 

Insurance Escrows – On a monthly basis during the continuance of a Trigger Period or an event of default under the 360 Rosemary Mortgage Loan documents, the borrower is required to escrow 1/12th of the annual estimated insurance premium, provided that such monthly deposits are not required so long as a blanket or umbrella insurance policy acceptable to the lender and covering the 360 Rosemary Property is in effect.

 

TI/LC Reserve – On a monthly basis during the continuance of a Trigger Period, the borrower is required to escrow an amount equal to $19,804.19 for tenant improvement and leasing costs.

 

Replacement Reserve – On a monthly basis during the continuance of a Trigger Period, the borrower is required to escrow an amount equal to $3,960.84 for replacement reserves.

 

Lockbox / Cash Management. The 360 Rosemary Mortgage Loan is structured with a hard lockbox and springing cash management. The borrower is required to direct each tenant of the 360 Rosemary Property to deposit funds directly into the lockbox account controlled by the lender. Notwithstanding the foregoing, the borrower or property manager are required to deposit all revenues otherwise received relating to the property (other than tenant security deposits) into the lockbox account before the end of the first business day following receipt. On each business day during the continuance of a Trigger Period or event of default under the 360 Rosemary Mortgage Loan, all sums on deposit in the lockbox account are required to be swept to the cash management account. On each payment date during the

 

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

 

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No. 2 – 360 Rosemary

 

continuance of a Trigger Period (or, at the lender’s discretion, during an event of default under the 360 Rosemary Mortgage Loan), all sums on deposit in the cash management account are required to be applied and disbursed in accordance with the 360 Rosemary Mortgage Loan documents. At the end of each business day that no Trigger Period or event of default under the 360 Rosemary Mortgage Loan is continuing, all amounts in the lockbox account are required to be remitted to a borrower-controlled operating account.

 

During the continuance of a Trigger Period, any excess cash is required to be deposited in the excess cash flow reserve account as additional security for the 360 Rosemary Mortgage Loan.

 

A “Trigger Period” means each period (i) commencing on the date on which the debt yield (as calculated in the 360 Rosemary Mortgage Loan documents), as determined as of the first day of any fiscal quarter commencing after the fourth fiscal quarter of 2022, is less than 5.0% (a “Debt Yield Trigger”) and will continue until the debt yield is at least 5.0% as of the first day of two consecutive fiscal quarters, and (ii) commencing upon the borrower’s failure to deliver financial reports as and when required under the 360 Rosemary Mortgage Loan documents and concluding when such reports are delivered and indicate that no other Trigger Period is continuing.

 

Guarantymeans that certain guaranty of recourse obligations dated as of January 18, 2022, made by The Related Companies, L.P. (“Guarantor”) in connection with the 360 Rosemary Mortgage Loan, that contains, among other things, the provisions that (i) throughout the term of the Loan, Guarantor shall maintain (A) a minimum net worth (exclusive of any interest in the Property) of $210 million and (B) minimum liquidity of $10 million.

 

Subordinate and Mezzanine Debt. The 360 Rosemary Property also secures the 360 Rosemary Subordinate Companion Loan, which has a Cut-off Date principal balance of $125,000,000. The 360 Rosemary Subordinate Companion Loan accrues interest at a rate of 3.95000% per annum. The 360 Rosemary Senior Loan is senior in right of payment to the 360 Rosemary Subordinate Companion Loan.

 

Partial Release. 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.

 

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No. 3 – HTI MOB Portfolio

 

 

 

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. 3 – HTI MOB Portfolio

 

 

 

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. 3 – HTI MOB Portfolio

 

Mortgage Loan Information   Property Information
Mortgage Loan Seller: BMO   Single Asset / Portfolio: Portfolio
Original Principal Balance: $42,750,000   Title: Various
Cut-off Date Principal Balance: $42,750,000   Property Type Subtype: Office – Medical
% of IPB: 3.8%   Net Rentable Area (SF): 232,854
Loan Purpose: Recapitalization   Location: Various
Borrowers (1): Various   Year Built / Renovated: Various / Various
Borrower Sponsor: Healthcare Trust Operating   Occupancy: 96.5%
  Partnership, L.P.   Occupancy Date: Various
Interest Rate: 2.89000%   4th Most Recent NOI (As of): NAV
Note Date: 11/15/2021   3rd Most Recent NOI (As of): $3,760,663 (12/31/2019)
Maturity Date: 12/6/2031   2nd Most Recent NOI (As of): $4,036,062 (12/31/2020)
Interest-only Period: 120 months   Most Recent NOI (As of): $5,403,939 (TTM 9/30/2021)
Original Term: 120 months   UW Economic Occupancy: 94.1%
Original Amortization Term: None   UW Revenues: $7,216,575
Amortization Type: Interest Only   UW Expenses: $2,300,528
Call Protection: L(11),YM1(15),DorYM1(89),O(5)   UW NOI: $4,916,047
Lockbox / Cash Management: Hard / Springing   UW NCF: $4,753,049
Additional Debt: No   Appraised Value / Per SF: $77,000,000 / $331
Additional Debt Balance: N/A   Appraisal Date: Various
Additional Debt Type: N/A      
         

 

Escrows and Reserves(2)   Financial Information
  Initial Monthly Initial Cap        
Taxes: $0 $69,316 N/A   Cut-off Date Loan / SF: $184  
Insurance: $0 Springing N/A   Maturity Date Loan / SF: $184  
Replacement Reserves: $0 $3,881 $93,142   Cut-off Date LTV: 55.5%  
TI / LC Reserve: $2,000,000 Springing N/A   Maturity Date LTV: 55.5%  
Immediate Repair Reserves: $144,432 $0 N/A   UW NCF DSCR: 3.79x  
Other: $372,918 $0 N/A   UW NOI Debt Yield: 11.5%  
             
 
Sources and Uses
Sources Proceeds % of Total   Uses Proceeds % of Total
Mortgage Loan $42,750,000 99.5%   Pay Down Credit Facility $36,973,657 86.1%
Borrower Sponsor Equity 200,000 0.5      Closing Costs 3,458,993 8.1  
        Upfront Reserves 2,517,350 5.9  
Total Sources $42,950,000 100.0%   Total Uses $42,950,000 100.0%
(1)For a more detailed description of the Borrowers, see “The Borrowers” below.

(2)For a full description of Escrows and Reserves, see “Escrows and Reserves” below.

 

The Loan. The third largest mortgage loan has an outstanding principal balance as of the Cut-off Date of $42,750,000 (the “HTI MOB Portfolio Mortgage Loan”) and is secured by a first mortgage lien on the Borrowers’ fee and leasehold interest in a 232,854 square foot medical office portfolio located in Illinois, Indiana, Texas, Wisconsin, Oklahoma and Ohio (the “HTI MOB Portfolio Properties”). The HTI MOB Portfolio Mortgage Loan has a ten-year term and is interest-only for the entire term.

 

The Property. The HTI MOB Portfolio Properties consists of nine, one-, two- and three-story medical office buildings totaling 232,854 square feet, located in Illinois, Indiana, Ohio, Oklahoma, Texas and Wisconsin. The HTI MOB Portfolio Properties were built between 1997 and 2014 as medical office properties and are currently 96.5% leased to 26 medical office tenants, including tenants such as Ophthalmology Consultants of Fort Wayne, Franciscan Medical Specialists, Provena, DuPage Medical Group RE and Surgery Center of Joliet. Ophthalmology Consultants of Fort Wayne, Franciscan Medical Specialists and Provena represent a combined 34.3% of the total NRA. No other tenant leases more than 6.5% of the NRA and no more than 26.4% of the total NRA rolls in any single year through 2032 with a current weighted average remaining lease term of approximately 4.6 years.

 

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. 3 – HTI MOB Portfolio

 

The Madison Medical Plaza Property (the “Madison Medical Plaza Property”) is a 70,023 square foot, three-story medical office building located in Joliet, Illinois and was originally built in 2006.

 

The Dyer Building Property (the “Dyer Building Property”) is a 26,540 square foot, two-story medical office building located in Dyer, Indiana and was originally built in 1998 and was renovated in 2012.

 

The Texas Children’s Hospital Property (the “Texas Children’s Hospital Property”) is a 24,075 square foot, one-story medical office building located in Houston, Texas and was originally built in 2006.

 

The Fort Wayne Engle Road Property (the “Fort Wayne Engle Road Property”) is a 20,800 square foot, two-story medical office building located in Fort Wayne, Indiana and was originally built in 1997.

 

The Aurora Health Center Property (the “Aurora Health Center Property”) is a 25,466 square foot, one-story medical office building located in Milwaukee, Wisconsin and was originally built in 2000.

 

The Hefner Pointe Property (the “Hefner Pointe Property”) is a 26,651 square foot, two-story medical office building located in Oklahoma City, Oklahoma and was originally built in 1998.

 

The Circleville MOB Property (the “Circleville MOB Property”) is a 19,888 square foot, one-story medical office building located in Circleville, Ohio and was originally built in 2005.

 

The Illinois CancerCenter Property (the “Illinois CancerCenter Property”) is a 9,211 square foot, one-story medical office building located in Galesburg, Illinois and was originally built in 2014.

 

The Fort Wayne Dupont Property (the “Fort Wayne Dupont Property”) is a 10,200 square foot, one-story medical office building located in Fort Wayne, Indiana and was originally built in 2012.

 

COVID-19 Update. As of October 19, 2021, the HTI MOB Portfolio Properties are open and operating and all tenants are current on their rental obligations. The borrowers made their first debt service payment for the HTI MOB Portfolio Mortgage Loan in January 2022. As of October 19, 2021, the HTI MOB Portfolio Mortgage Loan is current and is not subject to any forbearance, modification or debt service relief requests.

 

Major Tenants.

 

Ophthalmology Consultants of Fort Wayne (31,000 square feet; 13.3% of the NRA; 13.3% of the underwritten rent): Ophthalmology Consultants of Fort Wayne is an ophthalmology and optometry firm that has been practicing in the Fort Wayne, Texas area since the 1980s, with ophthalmologists and optometrists providing care for adults and children within the community.

 

Franciscan Medical Specialists (26,540 square feet; 11.4% of the NRA; 12.6% of the underwritten rent): Franciscan Medical Specialists is a subsidiary of Franciscan Alliance, Inc., a 12-hospital system including clinics, home health services and doctors in Indiana and Illinois. Franciscan Alliance, Inc. currently has over approximately 20,000 employees.

 

Provena (22,412 square feet; 9.6% of the NRA; 9.9% of the underwritten rent): Provena is a subsidiary of Ascension Health Alliance, a private healthcare system headquartered in Saint Louis, Missouri. Ascension Health Alliance currently has 150,000 employees.

 

DuPage Medical Group RE (15,047 square feet; 6.5% of the NRA; 8.0% of the underwritten rent): DuPage Medical Group was founded in 1999 and currently employs over 700 primary care and specialty physicians across more than 150 locations. DuPage Medical Group rebranded on September 15, 2021 and is currently doing business as Duly Health and Care.

 

Surgery Center of Joliet (13,757 square feet; 5.9% of the NRA; 6.0% of the underwritten rent): Surgery Center of Joliet is an affiliate of Surgical Care Affiliates, a national surgical solutions provider with 8,500 physicians.

 

Environmental. According to the individual Phase I environmental site assessments completed between June 4, 2021 and September 13, 2021 for the HTI MOB Portfolio Properties, there was no evidence of any recognized environmental conditions at the HTI MOB 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.

 

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No. 3 – HTI MOB Portfolio

 


Historical and Current Occupancy(1)
2018(2)(3) 2019(2)(3) 2020(2) Current(4)
94.1% 92.8% 94.7% 96.5%
(1)Historical Occupancies are as of December 31 of each respective year.

(2)Historical Occupancies exclude the Forty Wayne Engle Road, Hefner Pointe and Fort Wayne Dupont properties.

(3)2018 and 2019 exclude the Circleville MOB property.

(4)Current Occupancy is as of November 15, 2021 for the single-tenant properties and October 19, 2021 for the remaining properties.

 

Top Tenant Summary(1)
Tenant Ratings
Moody’s/S&P/Fitch(2)
Net Rentable Area (SF) % of
Total NRA
  UW Base Rent PSF(3) UW Base Rent(3) % of Total UW
Base Rent
Lease
Exp. Date

Ophthalmology Consultants 

of Fort Wayne 

NR/NR/NR 31,000 13.3%   $23.15 $717,650 13.3% 12/31/2030
Franciscan Medical Specialists(4) NR/NR/NR 26,540 11.4   25.60 679,477 12.6 9/30/2027
Provena(5) NR/NR/NR 22,412 9.6   23.67 530,577 9.9 Various
DuPage Medical Group RE NR/NR/NR 15,047 6.5   28.64 430,946 8.0 12/31/2022
Surgery Center of Joliet NR/NR/NR 13,757 5.9   23.63 325,078 6.0 12/31/2025
Major Tenants   108,756 46.7%   $24.68 $2,683,729 49.9%  
                 
Other Tenants   116,035 49.8%   $23.24 $2,696,177 50.1%  
                 
Occupied Collateral Total / Wtd. Avg.   224,791 96.5%   $23.93 $5,379,906 100.0%  
Vacant Space   8,063 3.5%          
Collateral Total   232,854 100.0%          
                 
(1)Based on underwritten rent rolls dated November 15, 2021 for the single-tenant properties and October 19, 2021 for the remaining properties.

(2)Ratings provided are for the parent company of the entity listed in the “Tenant” field whether or not the parent company guarantees the lease.

(3)UW Base Rent PSF and UW Base Rent include rent steps totaling approximately $104,601 through December 2022.

(4)Franciscan Medical Specialists has two, five-year renewal options exercisable upon six months’ notice.

(5)Provena leases 6,258 square feet expiring on September 19, 2023, 4,135 square feet expiring on September 30, 2025, 4,179 square feet expiring on March 31, 2026, and 7,840 square feet expiring on December 31, 2026.

 

Lease Rollover Schedule(1)(2)
Year Number of Leases Expiring Net Rentable Area Expiring % of NRA Expiring UW Base Rent Expiring(3) % of UW Base Rent Expiring Cumulative Net Rentable Area Expiring Cumulative % of NRA Expiring Cumulative UW Base Rent Expiring(3) Cumulative % of UW Base Rent Expiring
Vacant NAP 8,063    3.5% NAP    NAP 8,063 3.5% NAP NAP
2022 & MTM 2 24,047 10.3 $617,966    11.5% 32,110 13.8% $617,966 11.5%
2023 4 11,170 4.8 269,023 5.0 43,280 18.6% $886,989 16.5%
2024 3 15,944 6.8 447,400 8.3 59,224 25.4% $1,334,389 24.8%
2025 6 37,670 16.2 861,942 16.0 96,894 41.6% $2,196,331 40.8%
2026 7 61,424 26.4 1,370,382 25.5 158,318 68.0% $3,566,713 66.3%
2027 11 34,377 14.8 859,350 16.0 192,695 82.8% $4,426,063 82.3%
2028 3 9,159 3.9 236,193 4.4 201,854 86.7% $4,662,256 86.7%
2029 0 0 0.0 0 0.0 201,854 86.7% $4,662,256 86.7%
2030 2 31,000 13.3 717,650 13.3 232,854 100.0% $5,379,906 100.0%
2031 0 0 0.0 0 0.0 232,854 100.0% $5,379,906 100.0%
2032 0 0 0.0 0 0.0 232,854 100.0% $5,379,906 100.0%
2033 & Beyond 0 0 0.0 0 0.0 232,854 100.0% $5,379,906 100.0%
Total 38 232,854 100.0% $5,379,906    100.0%        
(1)Based on underwritten rent rolls dated November 15, 2021 for the single-tenant properties and October 19, 2021 for the remaining properties.

(2)Certain leases may have termination options that are exercisable prior to the originally stated expiration date of the lease and that are not considered in this Lease Rollover Schedule.

(3)UW Base Rent Expiring and Cumulative UW Base Rent Expiring include rent steps totaling approximately $104,601 through December 2022.

 

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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Structural and Collateral Term Sheet   BMO 2022-C1
 
No. 3 – HTI MOB Portfolio

 

Operating History and Underwritten Net Cash Flow
   2019   2020   TTM(1)   Underwritten   Per Square Foot   %(2)
Rents in Place(3)  $4,103,245   $4,190,180   $5,471,151   $5,275,305   $22.65   68.8%
Rent Steps  0   0   0   104,601   0.45   1.4 
Vacant Income  0   0   0   277,179   1.19   3.6 
Straight Line Rent  0   0   0   117,673   0.51   1.5 
Total Base Rent  $4,103,245   $4,190,180   $5,471,151   $5,774,758   $24.80   75.3%
Total Reimbursements  1,543,694   1,758,588   1,942,979   1,895,241   8.14   24.7 
Net Rental Income  $5,646,939   $5,948,768   $7,414,130   $7,669,999   $32.94   100.0%
(Vacancy/Credit Loss)  0   0   0   (453,424)  (1.95)  (5.9)
Effective Gross Income  $5,646,939   $5,948,768   $7,414,130   $7,216,575   $30.99   94.1%
Total Expenses  $1,886,276   $1,912,706   $2,010,191   $2,300,528   $9.88   31.9%
Net Operating Income  $3,760,663   $4,036,062   $5,403,939   $4,916,047   $21.11   68.1%
Capital Expenditures  0   0   0   46,571   0.20   0.6 
TI / LC  0   0   0   116,427   0.50   1.6 
Net Cash Flow  $3,760,663   $4,036,062   $5,403,939   $4,753,049   $20.41   65.9%
(1)TTM represents the trailing 12 months ending September 30, 2021.

(2)% column represents percent of Net Rental Income for all revenue lines and represents percent of Effective Gross Income for the remainder of fields.

(3)Underwritten Rents in Place is based on the October 19, 2021 and November 15, 2021 underwritten rent rolls.

 

The Market. The HTI MOB Portfolio Properties are located in Illinois, Indiana, Ohio, Oklahoma, Texas and Wisconsin. The Madison Medical Plaza Property is located in the city of Joliet, Illinois. Joliet is situated in the northwestern portion of Will County, approximately 40 miles southwest of the Chicago Central Business District. The Dyer Building Property is located in the city of Dyer, Indiana. The city of Dyer is situated in west-central Lake County, just east of the Illinois border and approximately 32 miles southeast of the Chicago Central Business District. The Texas Children’s Hospital Property is located in the city of Houston, Texas and is considered a suburban location. The city of Houston is situated in Harris County, Texas. The Fort Wayne Engle Road Property is located in the southwestern portion of the city of Fort Wayne, Indiana in the Midwestern Office Park. Specifically, the Fort Wayne Engle Road Property is located in the northeast quadrant of Jefferson Boulevard and Engle Road. The Aurora Health Center Property is located in the geographic area generally referred to as the Milwaukee metropolitan area, which is located in the Midwestern United States. The Hefner Point Property is located in the Oklahoma City area office market. The surrounding area is projected to experience continued growth in both total population and number of households in the coming years. The Circleville MOB Property is located in the city of Circleville, Ohio and is considered a rural location. The City of Circleville is situated in southeast Pickaway County, about 30 miles south of the Columbus Central Business District. The Illinois CancerCare Property is located in the city of Galesburg, Illinois and is considered a suburban location. The city of Galesburg is situated in west-central Knox County, approximately 50 miles northwest of Peoria, 60 miles south of the Quad Cities and 200 miles southwest of Chicago. The Fort Wayne Dupont Property neighborhood is located on the north side of the Fort Wayne, Indiana metro area. There are a variety of land uses in the neighborhood including hospital and related medical office buildings, single-family homes and multi-family apartments, retail, local parks, and public golf courses. Specifically, the Fort Wayne Dupont Property is located in the southwest quadrant of Dupont Road and Interstate 69.

 

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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Structural and Collateral Term Sheet   BMO 2022-C1
 
No. 3 – HTI MOB Portfolio

 

The following table presents certain information relating to the market areas for the HTI MOB Portfolio Properties:

 

Market Area Summary(1)
  2021 Total Population   2021 Median Household Income
Property Location 1-Mile Radius 3-Mile Radius 5-Mile Radius   1-Mile Radius 3-Mile Radius 5-Mile Radius

301 North Madison Street

Joliet, IL

12,231 82,618 173,339   $55,392 $58,301 $65,570

919 Main Street

Dyer, IN

6,992 64,557 183,200   $94,414 $76,764 $66,287

5614-5630 East Sam Houston Parkway North

Houston, TX

19,125 106,901 166,468   $71,013 $55,647 $53,480

7232 Engle Road

Fort Wayne, IN

2,959 32,408 87,280   $68,801 $72,187 $58,484

3305 South 20th Street

Milwaukee, WI

23,861 194,554 391,170   $46,432 $48,485 $450,228

11101 Hefner Pointe Drive

Oklahoma City, OK

4,764 72,622 201,709   $83,084 $60,817 $63,531

140 Morris Road

Circleville, OH

5,879 16,611 21,782   $51,565 $43,153 $47,650

336 Home Boulevard

Galesburg, IL

4,738 27,909 32,630   $41,677 $36,701 $37,817

10186 East Dupont Circle Drive

Fort Wayne, IN

3,880 52,281 115,474   $79,098 $71,549 $67,187
(1)Source: Appraisals.

 

The following table presents certain information relating to comparable office leases for the HTI MOB Portfolio Properties:

 

Comparable Office Leases(1)
Property Location Year Built NRA (SF) Tenant Lease Size (SF) Rent PSF Commencement Lease Term (Years) Lease Type

301 North Madison Street

Joliet, IL

2006 70,023(2) DuPage Medical Group RE(2) 15,047(2) $28.64(2) Various(2) Various(2) NNN(2)

919 Main Street

Dyer, IN

1998 26,540(2)  Franciscan Medical Specialists(2) 26,540(2) $25.60(2) Oct-12(2) 15.0(2) NNN(2)

5614-5630 East Sam Houston Parkway North

Houston, TX

2006 24,075(2)  Texas Children's Pediatrics(2) 9,000(2) $20.78(2) Aug-07(2) 15.3(2) NNN(2)

7232 Engle Road

Fort Wayne, IN

1997 20,800(2) Ophthalmology Consultants of Fort Wayne(2) 20,800(2) $23.15(2) Jan-16(2) 15.0(2) NNN(2)

3305 South 20th Street

Milwaukee, WI

2000 25,466(2)  Lakeshore Medical Clinic(2) 14,586(2) $20.21(2) Apr-01(2) 25.8(2) NNN(2)

11101 Hefner Pointe Drive

Oklahoma City, OK

1998 26,651(2)  Integris Medical Group(2) 11,991(2) $26.00(2) Apr-99(2) 27.0(2) Modified Gross(2)

140 Morris Road

Circleville, OH

2005 19,888(2)  OhioHealth(2) 10,464(2) $21.20(2) May-06(2) 18.8(2) NNN(2)

336 Home Boulevard

Galesburg, IL

2014 9,211(2)  ICC(2) 9,211(2) $30.87(2) Aug-14(2) 10.1(2) NNN(2)

10186 East Dupont Circle Drive

Fort Wayne, IN

2012 10,200(2) Ophthalmology Consultants of Fort Wayne(2) 10,200(2) $23.15(2) Jan-16(2) 15.0(2) NNN(2)

5995 Spring Creek Road

Rockford, IL

1994 14,396 Transformation Plastic Surgery Clinic 14,396 $23.00 Nov-19 10.0 NNN

125 East Plummer Boulevard

Chatham, IL

2018 17,385 HSHS Medical Group 17,385 $26.12 Feb-18 10.0 NNN

10106 E Dupont Circle Drive

Fort Wayne, IN

2021 99,500 Optimum Performance Sports 87,000 $18.40 Sep-21 20.0 NNN

11524 Space Center Blvd

Houston, TX

2014 6,000 NAV 6,000 $24.00 NAV NAV NNN

4655 N. Port Washington

Glendale, WI

1989 30,611 Advocate Aurora 4,205 $13.50 Sep-20 5.0 NNN

16216 Sonoma Park Drive

Edmond, OK

2020 5,340 Legacy Ventures 1,940 $20.00 Aug-21 2.0 NNN

2405 Columbus Street

Lancaster, OH

1997 73,465 Fairfield Medical 7,375 $13.56 Jul-12 10.0 NNN

107 Watters Drive

Dwight, IL

2018 8,127 OSF HealthCare 8,127 $26.96 Aug-18 15.0 NNN

3204 Congressional Parkway

Fort Wayne, IN

2021 6,450 Lincare Medical 6,450 $13.83 Aug-19 3.0 NNN
(1)Source: Appraisals.

(2)Based on the underwritten rent rolls dated as of October 19, 2021 and November 15, 2021 with rent steps totaling approximately $104,601 through December 2022.

 

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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Structural and Collateral Term Sheet   BMO 2022-C1
 
No. 3 – HTI MOB Portfolio

 

The following table presents certain information relating to comparable office sales for the HTI MOB Portfolio Properties:

 

Comparable Office Sales(1)
Property Location Sale Date Total NRA (SF) Total Occupancy Sale Price Sale Price PSF Adjusted Sales Price PSF

301 North Madison Street

Joliet, IL

NAP 70,023(2) 93.8%(2) NAP NAP NAP

919 Main Street

Dyer, IN

NAP 26,540(2) 100.0%(2) NAP NAP NAP

5614-5630 East Sam Houston Parkway North

Houston, TX

NAP 24,075(2) 90.4%(2) NAP NAP NAP

7232 Engle Road

Fort Wayne, IN

NAP 20,800(2) 100.0%(2) NAP NAP NAP

3305 South 20th Street

Milwaukee, WI

NAP 25,466(2) 94.4%(2) NAP NAP NAP

11101 Hefner Pointe Drive

Oklahoma City, OK

NAP 26,651(2) 100.0%(2) NAP NAP NAP

140 Morris Road

Circleville, OH

NAP 19,888(2) 100.0%(2) NAP NAP NAP

336 Home Boulevard

Galesburg, IL

NAP 9,211(2) 100.0%(2) NAP NAP NAP

10186 East Dupont Circle Drive

Fort Wayne, IN

NAP 10,200(2) 100.0%(2) NAP NAP NAP

1001 Main Street

Peoria, IL

Jan-21 97,997 100.0% $34,500,000 $352.05 $352.05

503 Greenwood Trace Drive

Whiteland, IN

Apr-21 19,360 100.0% $9,000,000 $464.88 $464.88

8520 Broadway Street

Pearland, TX

Nov-18 47,500 100.0% $16,500,000 $347.37 $347.37

4375 E Park 30 Drive

Columbia City, IN

May-21 16,500 100.0% $5,475,000 $331.82 $331.82

S68 W15500 Janesville Road

Muskego, WI

Aug-21 24,067 100.0% $8,540,000 $354.84 $354.84

2158 Butterfield Coach Road

Springdale, AR

May-21 15,506 100.0% $4,000,000 $257.96 $257.96

235 West National Road

Vandalia, OH

Jun-21 7,304 100.0% $1,960,000 $268.35 $268.35

1410 South Quail Run

Vincennes, IN

Mar-21 5,803 100.0% $2,200,000 $379.11 $379.11

10120 Calumet Avenue

Munster, IN

May-20 23,088 100.0% $8,350,000 $361.66 $361.66
(1)Source: Appraisals.

(2)Based on underwritten rent rolls dated November 15, 2021 for the single-tenant properties and October 19, 2021 for the remaining properties.

 

The Borrowers. The borrowers for the HTI MOB Portfolio Mortgage Loan are ARHC MMJLTIL01, LLC, ARHC DFDYRIN01, LLC, ARHC TCHOUTX01, LLC, ARHC OPFWNIN01, LLC, ARHC AHMLWWI01, LLC, ARHC HPOKCOK01, LLC, ARHC CPCIROH01, LLC, ARHC CCGBGIL01, LLC and ARHC OPFWNIN02, LLC, (collectively, the “HTI MOB Portfolio Borrowers”), each a Delaware limited liability company and structured as a single purpose entity with two independent directors. Legal counsel to the HTI MOB Portfolio Borrowers delivered a non-consolidation opinion in connection with the origination of the HTI MOB Portfolio Mortgage Loan.

 

The Borrower Sponsor. The borrower sponsor and guarantor is Healthcare Trust Operating Partnership, L.P. Healthcare Trust Operating Partnership, L.P. is a subsidiary of Healthcare Trust, Inc., a publicly registered real estate investment trust focused on acquiring a diversified portfolio of healthcare real estate, with an emphasis on senior housing and medical office buildings located in the United States. As of September 30, 2021, Healthcare Trust, Inc. owned 201 properties (9.3 million square feet) located in 33 states.

 

Property Management. The HTI MOB Portfolio Properties are managed by Hiffman Asset Management, LLC and Healthcare Trust Properties, LLC. Healthcare Trust Properties, LLC is an affiliate of the borrower sponsor.

 

Escrows and Reserves. At origination, the HTI MOB Portfolio Borrowers were required to deposit into escrow (i) $2,000,000 for tenant improvements and leasing commissions, (ii) approximately $366,117 for outstanding tenant improvement obligations, (iii) approximately $144,432 for deferred maintenance and (iv) $6,801 for ground rent.

 

Tax Escrows – The HTI MOB Portfolio Borrowers are required to escrow 1/12th of the annual estimated real estate taxes during the next 12 months for an individual property upon (i) an event of default under the HTI MOB Portfolio Mortgage Loan documents, (ii) such individual property is not leased to a single tenant, (iii) the tenant at such individual property does not occupy one or more entire tax parcel(s) and is not required pursuant to the applicable lease to pay all taxes directly to applicable taxing authorities and (iv) a Cash Sweep Period (as defined below) is in effect. Currently, the HTI MOB Portfolio Borrowers are depositing $69,316 into the real estate tax reserve account on a monthly basis.

 

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. 3 – HTI MOB Portfolio

 

Insurance Escrows – The HTI MOB Portfolio Borrowers are required to make monthly payments of 1/12th of the premiums payable during the next 12 months upon (i) an event of default, (ii) failure by the HTI MOB Portfolio Borrowers to provide evidence to the lender that the HTI MOB Portfolio Properties are insured under a blanket policy, or (iii) any cancellation, termination or lapse of such blanket insurance coverage.

 

Replacement Reserve – On a monthly basis, the HTI MOB Portfolio Borrowers are required to escrow approximately $3,881 for replacement reserves, capped at $93,141.60.

 

TI/LC Reserve – On a monthly basis during the continuance of a Cash Sweep Period, the HTI MOB Portfolio Borrowers are required to escrow approximately $19,405 for tenant improvements and leasing commissions.

 

Lockbox / Cash Management. The HTI MOB Portfolio Mortgage Loan is structured with a hard lockbox and springing cash management. The HTI MOB Portfolio Mortgage Loan requires all rents to be transmitted directly into a lockbox account controlled by the lender (including, without limitation, by sending tenant direction letters to all tenants at origination/new lease execution). If a Cash Sweep Period is in effect, all funds in the lockbox account are required to be swept on each business day to a cash management account controlled by the lender and applied and disbursed in accordance with the HTI MOB Portfolio Mortgage Loan documents. If a Cash Sweep Period is in effect, excess cash is required to be held as additional security for the HTI MOB Portfolio Mortgage Loan. Upon the termination of any Cash Sweep Period, excess cash will no longer be required to be held by the lender and, provided that no event of default exists, all amounts then on deposit in the cash collateral reserve account will be disbursed to the HTI MOB Portfolio Borrowers.

 

A “Cash Sweep Period” will commence upon: (i) an event of default under the HTI MOB Portfolio Mortgage Loan documents or (ii) as of any date of determination by the lender, the debt yield on the HTI MOB Portfolio Mortgage Loan is less than 8.0%.

 

Subordinate and Mezzanine Debt. None.

 

Partial Release. Following the HTI MOB Portfolio permitted release date, the borrowers will be permitted to release one or more HTI MOB Portfolio Properties as collateral for the HTI MOB Portfolio Mortgage Loan (each such Property, a “Release Property”), provided that, among other things: (i) no event of default has occurred and is continuing; (ii) the debt service coverage ratio of the remaining individual properties immediately after release is no less than the greater of (x) 3.60x and (y) the debt service coverage ratio immediately prior to the partial release; (iii) the debt yield of the remaining individual properties immediately after release is no less than the greater of (x) 11.18% and (y) the debt yield immediately prior to the partial release; (iv) the HTI MOB Portfolio Borrowers are required to defease or prepay the outstanding principal balance of the HTI MOB Portfolio Mortgage Loan in an amount equal to the Release Amount (as defined below) together with (a) all accrued and unpaid interest on the portion of the outstanding principal balance being prepaid, (b) the yield maintenance premium with respect to the portion of the outstanding principal balance being prepaid, and (c) all other amounts due under the HTI MOB Portfolio Mortgage Loan documents; and (v) the HTI MOB Portfolio Borrowers deliver a REMIC opinion to the lender.

 

Release Amount” means, with respect to any individual property to be released in connection with a partial release, the amount that is equal to 115% of the allocated loan amount of such property.

 

Ground Lease. The Madison Medical Plaza Property is subject to a 50-year ground lease, dated as of April 16, 2003, between Presence Hospitals PRV, successor by merger to Provena Hospitals as landlord, and ARHC MMJLTIL01, LLC, one of the HTI MOB Portfolio Borrowers, as tenant. The term of the ground lease commenced on April 16, 2003, expires April 15, 2053, and contains four, 10-year extension options. The annual rent and tax reimbursement, paid monthly, is fixed (current monthly rent payments equal to approximately $6,325) with scheduled adjustments every five years.

 

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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Structural and Collateral Term Sheet   BMO 2022-C1
 
No. 4 – Coleman Highline Phase IV

 

(GRAPHIC) 

 

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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Structural and Collateral Term Sheet   BMO 2022-C1
 
No. 4 – Coleman Highline Phase IV

 

(GRAPHIC) 

 

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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Structural and Collateral Term Sheet   BMO 2022-C1
 
No. 4 – Coleman Highline Phase IV

 

Mortgage Loan Information   Property Information
Mortgage Loan Seller: BMO   Single Asset / Portfolio: Single Asset
Original Principal Balance(1): $41,400,000   Title: Fee
Cut-off Date Principal Balance(1): $41,400,000   Property Type Subtype: Office – CBD
% of IPB: 3.7%   Net Rentable Area (SF): 657,934
Loan Purpose: Acquisition   Location: San Jose, CA
Borrower: SJCCRE1 LLC   Year Built / Renovated: 2021 / NAP
Borrower Sponsor: AGC Equity Partners Investments Ltd.   Occupancy: 100.0%
Interest Rate: 2.49450%   Occupancy Date: 12/1/2021
Note Date: 12/1/2021   4th Most Recent NOI (As of)(4): NAV
Anticipated Repayment Date(2): 12/6/2026   3rd Most Recent NOI (As of)(4): NAV
Interest-only Period(2): 60 months   2nd Most Recent NOI (As of)(4): NAV
Original Term(2): 60 months   Most Recent NOI (As of)(4): NAV
Original Amortization Term(2): None   UW Economic Occupancy: 100.0%
Amortization Type: Interest Only – ARD   UW Revenues: $48,187,868
Call Protection(3): L(26),DorYM1(29),O(5)   UW Expenses: $13,726,489
Lockbox / Cash Management: Hard / Springing   UW NOI: $34,461,379
Additional Debt(1): Yes   UW NCF: $34,329,793
Additional Debt Balance(1): $203,600,000 / $268,500,000   Appraised Value / Per SF: $790,000,000 / $1,201
Additional Debt Type(1): Pari Passu / Subordinate   Appraisal Date: 11/8/2021
         

 

Escrows and Reserves(5)   Financial Information(1)
  Initial Monthly Initial Cap     Senior Loan Loan Combination
Taxes: $0 Springing N/A   Cut-off Date Loan / SF: $372 $780
Insurance: $0 Springing N/A   Maturity Date Loan / SF(2): $372 $780
Replacement Reserves: $0 Springing $263,174   Cut-off Date LTV: 31.0% 65.0%
TI/LC Reserve: $0 Springing N/A   Maturity Date LTV(2): 31.0% 65.0%
Other Reserve: $10,790,118 Springing N/A   UW NCF DSCR: 5.54x 2.64x
          UW NOI Debt Yield: 14.1% 6.7%
               
 
Sources and Uses
Sources Proceeds % of Total   Uses Proceeds % of Total
Senior Loan $245,000,000 30.5%   Purchase Price(6) $780,000,000 96.9%
Subordinate Notes $268,500,000 33.4      Closing Costs $13,749,008 1.7   
Borrower Sponsor Equity $291,039,125 36.2      Upfront Reserves $10,790,118 1.3   
Total Sources $804,539,125 100.0%   Total Uses $804,539,125 100.0%
                       
(1)The Coleman Highline Phase IV Mortgage Loan (as defined below) is part of the Coleman Highline Phase IV Loan Combination (as defined below) with an original aggregate principal balance of $513,500,000. The Financial Information in the chart above reflects the Coleman Highline Phase IV Senior Loan (as defined below) and the Coleman Highline Phase IV Loan Combination. For additional information, see “The Loan” below.

(2)The Coleman Highline Phase IV Loan Combination has an anticipated repayment date (the “ARD”) of December 6, 2026, and a final maturity date of April 6, 2032, and requires interest only payments on each due date up to but not including the ARD. Prior to the ARD, interest will accrue on the outstanding principal amount of the Coleman Highline Phase IV Loan Combination at 2.49450%. From and after the ARD, interest will accrue on the outstanding principal amount of the Coleman Highline Phase IV Loan Combination at 4.99450%. The information presented in the charts above for the Interest-only Period, Original Term, Original Amortization Term, Maturity Date Loan / SF and Maturity Date LTV are based on the ARD.

(3)The borrower has the option to prepay (with the payment of a yield maintenance premium) or defease the Coleman Highline Phase IV Loan Combination in full after the first payment date following 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) December 1, 2024. The assumed lockout period of 26 payments is based on the closing date of this transaction in February 2022.

(4)The Coleman Highline Phase IV Property (as defined below) was built in 2021; as such historical NOI is unavailable.

(5)For a full description of Escrows and Reserves, please refer to “Escrows and Reserves” below.

(6)Purchase price is shown inclusive of a $13,487,647 free rent credit, the outstanding balance of which was reserved at closing, and a $5,000,000 credit to the purchase price as the result of the developer of the asset also being a limited partner of the 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.

 

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Structural and Collateral Term Sheet   BMO 2022-C1
 
No. 4 – Coleman Highline Phase IV

 

The Loan. The fourth largest mortgage loan (the “Coleman Highline Phase IV Mortgage Loan”) is part of a loan combination (the “Coleman Highline Phase IV Loan Combination”) that is evidenced by nine pari passu senior promissory notes in the aggregate original principal amount of $245,000,000 (collectively, the “Coleman Highline Phase IV Senior Loan”) and two pari passu subordinate promissory notes in the aggregate original principal amount of $268,500,000 (collectively, the “Coleman Highline Phase IV Subordinate Companion Loan”). The Coleman Highline Phase IV Loan Combination was co-originated on December 1, 2021 by Bank of Montreal (“BMO”) and Barclays Capital Real Estate Inc. (“Barclays”). The Coleman Highline Phase IV Loan Combination is secured by a first priority mortgage on the borrower’s fee simple interest in a 657,934 square foot Class A, LEED® Silver-designed office campus located on the Santa Clara/San Jose border in California (the “Coleman Highline Phase IV Property”). The Coleman Highline Phase IV Mortgage Loan is evidenced by the non-controlling promissory Note A-8 and Note-A-9, with an aggregate principal balance as of the Cut-off Date of $41,400,000. The remaining notes are currently held by affiliates of BMO and Barclays and are expected to be contributed to one or more future securitization trusts. The Coleman Highline Phase IV Loan Combination will be serviced pursuant to the pooling and servicing agreement for the BMO 2022-C1 trust until the controlling Note B-1 is securitized, whereupon the Coleman Highline Phase IV Loan Combination will be serviced pursuant to the pooling and servicing agreement for such future securitization. See “Description of the Mortgage Pool—The Loan Combinations—The Coleman Highline Phase IV Pari Passu-AB Loan Combination”.

 

The Coleman Highline Phase IV Loan Combination has a five-year term to the ARD, is interest-only for the full term of the loan and accrues interest on an Actual/360 basis. The Coleman Highline Phase IV Loan Combination requires interest only payments on each due date at an initial interest rate of 2.49450% (the “Initial Interest Rate”) up to but not including the ARD. From and after the ARD, (i) interest will accrue on the outstanding principal amount of the Coleman Highline Phase IV Loan Combination at 4.99450% (the “Adjusted Interest Rate”). Any principal outstanding from and after the ARD will accrue interest at the Adjusted Interest Rate rather than the Initial Interest Rate. After ARD, all cash flow available from the Coleman Highline Phase IV Property after payment of the periodic payments required under the terms of the related Coleman Highline Phase IV Loan Combination documents and all escrows and property expenses required under the related Coleman Highline Phase IV Loan Combination documents will be used (i) first to accelerate amortization of principal (without payment of any yield maintenance premium or prepayment charge) on the Coleman Highline Phase IV Loan Combination and (ii) second to the Excess Interest (defined below). From and after ARD, interest is required to be paid on a current basis at the Initial Interest Rate; payment of the difference between the interest paid at the Initial Interest Rate and interest accruing at the Adjusted Interest Rate (the “Excess Interest”) will be deferred and will be required to be paid, on or before the final maturity date of April 6, 2032.

 

Loan Combination Summary
Note Original Balance Cut-off Date Balance   Note Holder Controlling Piece
A-1(1) $26,650,000 $26,650,000   An affiliate of Barclays No
A-2(1) $14,350,000 $14,350,000   An affiliate of BMO No
A-3(1) $40,000,000 $40,000,000   An affiliate of Barclays No
A-4(1) $30,000,000 $30,000,000   An affiliate of Barclays No
A-5(1) $35,000,000 $35,000,000   An affiliate of Barclays No
A-6(1) $27,600,000 $27,600,000   An affiliate of Barclays No
A-7(1) $30,000,000 $30,000,000   An affiliate of BMO No
A-8 $25,000,000 $25,000,000   BMO 2022-C1 No
A-9 $16,400,000 $16,400,000   BMO 2022-C1 No
Total Senior Loan $245,000,000 $245,000,000      
B-1(1) $174,525,000 $174,525,000   An affiliate of Barclays Yes
B-2(1) $93,975,000 $93,975,000   An affiliate of BMO No
Loan Combination $513,500,000 $513,500,000      
(1)Expected to be contributed to one or more future securitization(s). It is expected that the Coleman Highline Phase IV Loan Combination will be serviced pursuant to the pooling and servicing agreement for the securitization of notes A-8 and A-9 until the securitization of note B-1, following which the Coleman Highline Phase IV Loan Combination will be serviced pursuant to the servicing agreement for such securitization transaction.

 

The Property. The Coleman Highline Phase IV Property is a 2021-vintage, 657,934 square foot office property which is part of a multiphase, mixed-use development located on the Santa Clara/San Jose border in California (“Coleman Highline Development”). The 657,934 square feet of space consists of an eight-story, 603,363 square foot, Class A office building featuring LEED Silver design, Gensler architecture, 78,000 square foot floor plates and 14’-20’ floor-to-floor heights as well as a two-story, 52,214 square foot amenity building, which includes a dining hall, gym and health center, a 2,357 square foot welcome pavilion and a five-story, approximately 2,166 space parking garage (approximately 3.3 spaces per 1,000 square feet).

 

The Coleman Highline Phase IV Property was built to suit for Yahoo (formerly Verizon Media) to serve as its West Coast headquarters and Silicon Valley innovation hub and includes a data center on the ground floor and a broadcast lab and voiceover room aimed at content creation on the third floor. The amenity building includes a fitness center, locker rooms, a dining hall and health center that operates in partnership with Stanford Health. As of December 1, 2021, the Coleman Highline Phase IV Property was 100.0% leased to Oath Holdings Inc., an affiliate of Yahoo and guaranteed by Verizon Communications Inc. (NYSE: VZ; BBB+/Baa1/A- by S&P/Moody’s/Fitch), pursuant to a 657,934 square foot modified triple-net lease through April 30, 2037, with two seven-year extension options and no early termination rights (other than material casualty or condemnation). Verizon Communications Inc. invested approximately $125 per square foot over

 

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. 4 – Coleman Highline Phase IV

 

and above their $100 per square foot tenant improvement allowance on areas including $20 million of additional base building work, data center space, a broadcast studio on the third floor, and interconnection between the office building and amenity building. Additionally, Yahoo is approximately 55% through the process of installing a new solar array on top of the parking garage at their own expense, for an estimated total cost of approximately $10.0 million in addition to the $225 per square foot investment mentioned above.

 

COVID-19 Update. As of January 18, 2022, the Coleman Highline Phase IV Loan Combination is not subject to any modification or forbearance request and is current on debt service.

 

Major Tenants.

 

Oath Holdings Inc. (657,934 square feet; 100.0% of NRA; 100.0% of underwritten base rent): Oath Holdings Inc. is an affiliate of Yahoo that was assigned the lease following Apollo’s acquisition of Yahoo (formerly Verizon Media) in September 2021. Verizon Communications Inc. retained a 10% stake in Yahoo (formerly Verizon Media) and remained as the guarantor on the lease. Yahoo is a global media and tech company with brands that include Yahoo sites such as Yahoo Sports, Yahoo Fantasy, Yahoo Finance and Yahoo Sportsbook among others, in addition to other brands such as AOL, TechCrunch, Autoblog and Engadget. In addition to its brands, Yahoo is also a leading ad tech and media platform business, with approximately 240 million unique user profiles across 200 global partners and a network capacity of approximately 135 terabytes per second. Verizon Communications Inc. (NYSE: VZ; BBB+/Baa1/A- by S&P/Moody’s/Fitch), the lease guarantor, is one of the largest providers of technology and communication services, serving 99% of Fortune 500 Companies and 95 million retail connections in over 150 countries. Ranked 20th in the Fortune 500, Verizon Communications Inc. generated $128.3 billion in revenues in 2020 and reported $32.1 billion in net cash from operating activities and $4.21 in earnings per share through September 30, 2021.

 

Yahoo (formerly Verizon Media) executed its lease at the Coleman Highline Phase IV Property in July 2019, the lease commenced at the end of October 2021 and expires at the end of April 2037. The lease is modified triple-net with the tenant responsible for reimbursing all operating expenses including management fees (subject to a cap of 2.0% of base rent and other conditions summarized below), includes two, seven-year extension options to renew the entire premises at market rent with 12-15 months’ notice and no termination options (other than with respect to material casualty or condemnation). The tenant is responsible for 100% of operating expenses subject to a management fee cap of 2% of base rent and a 4% cap on increases in controllable operating expenses, which controllable operating expenses are capped following the second full calendar year after the lease commencement date on a non-cumulative but compounding basis. Controllable operating expenses include all operating expenses except (i) utility charges, (ii) cost of union labor, (iii) market wide labor rate increases due to extraordinary circumstances, (iv) costs arising due to force majeure, including costs arising due to extraordinary weather, (v) landlord’s insurance costs, (vi) costs related to compliance with government mandated transportation management programs, (vii) certain amortized capital expenses and (viii) tax expenses. Beginning in September 2021, Yahoo began marketing floors five through eight (approximately 245,000 square feet or 37% of NRA) for sublease. The sublease would not impact the Verizon Communications Inc.’s guarantee, the landlord has sublease consent rights (not to be unreasonably withheld, conditioned or delayed) for any sublease larger than 150,000 SF and 50% of any subtenant rent or consideration in excess of tenant’s contractual rent must be shared with landlord.

 

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. 4 – Coleman Highline Phase IV

 

The following table presents the annual base rent under the lease and the corresponding Verizon Communications Inc. guarantee:

 

Yahoo Rent Schedule and Verizon Communications Inc. Guarantee Through ARD
Months(1) Annualized Base Rent PSF Remaining Lease Obligation Verizon Communications Inc. Guarantee(2)
May 2022 - April 2023 $32,370,353 $49.20 $602,053,403 $690,200,000
May 2023 - April 2024 $33,341,463 $50.68 $569,683,050 $668,100,000
May 2024 - April 2025 $34,341,707 $52.20 $536,341,587 $629,500,000
May 2025 - April 2026 $35,371,959 $53.76 $501,999,880 $589,700,000
May 2026 - April 2027 $36,433,117 $55.38 $466,627,921 $548,600,000
May 2027 - April 2028 $37,526,111 $57.04 $430,194,804 $506,200,000
May 2028 - April 2029 $38,651,894 $58.75 $392,668,693 $462,400,000
May 2029 - April 2030 $39,811,451 $60.51 $354,016,799 $417,200,000
May 2030 - April 2031 $41,005,794 $62.33 $314,205,348 $370,600,000
May 2031 - April 2032 $42,235,968 $64.19 $273,199,554 $322,500,000
May 2032 - April 2033 $43,503,047 $66.12 $230,963,586 $272,900,000
May 2033 - April 2034 $44,808,139 $68.10 $187,460,539 $221,700,000
May 2034 - April 2035 $46,152,383 $70.15 $142,652,400 $168,900,000
May 2035 - April 2036 $47,536,954 $72.25 $96,500,017 $114,300,000
May 2036 - April 2037 $48,963,063 $74.42 $48,963,063 $58,100,000
(1)Does not include the base rent abatement period, which covers the first six months, commencing on the first full month following the lease commencement date.

(2)Verizon Communications Inc. Guarantee amount is rounded to the nearest hundred thousand.

 

Environmental. According to a Phase I environmental assessment dated October 7, 2021, there was a recognized environmental condition identified at the Coleman Highline Phase IV Property, which was previously used as a test site for military tracked vehicles. Per the Phase I environmental report, the previous user, FMC Corporation, is operating a groundwater extraction and treatment system and is responsible for the completion of the groundwater remediation. See “Description of the Mortgage Pool—Mortgage Pool Characteristics—Environmental Considerations” in the Preliminary Prospectus.

 

Historical and Current Occupancy
2018(1) 2019(1) 2020(1) Current(2)
NAV NAV NAV 100.0%
(1)The Coleman Highline Phase IV Property was built in 2021; as such Historical Occupancies are unavailable.

(2)Current occupancy is as of December 1, 2021.

 

Top Tenant Summary(1)
Tenant Ratings
Moody’s/S&P/Fitch(2)
Net Rentable Area (SF) % of
Total NRA
UW Base Rent PSF(3) UW Base Rent(3) % of Total
UW Base Rent(3)
Lease
Expiration Date
Oath Holdings Inc. Baa1/BBB+/A- 657,934 100.0% $49.20 $32,370,353 100.0% 4/30/2037(4)
Occupied Collateral Total / Wtd. Avg.   657,934 100.0% $49.20 $32,370,353 100.0%  
Vacant Space   0 0.0%        
               
Collateral Total   657,934 100.0%        
               
(1)Based on the underwritten rent roll dated as of December 1, 2021.

(2)Ratings are of Verizon Communications Inc., which guarantees the lease through the initial term plus extension options.

(3)The tenant received a six-month rent abatement and will commence paying rent in May 2022. The tenant is required to reimburse for common area maintenance (“CAM”) charges during the rent abatement period, and the outstanding rent abatement of $10,790,117.60 was reserved at closing.

(4)The tenant has two, seven-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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No. 4 – Coleman Highline Phase IV

 

Lease Rollover Schedule(1)(2)
Year Number of Leases Expiring Net Rentable Area Expiring % of NRA Expiring UW Base Rent Expiring % of UW Base Rent Expiring Cumulative Net Rentable Area Expiring Cumulative % of NRA Expiring Cumulative UW Base Rent Expiring Cumulative % of UW Base Rent Expiring
Vacant NAP 0 0.0% NAP NAP 0 0.0% NAP NAP
2022 & MTM 0 0 0.0    $0 0.0% 0 0.0% $0 0.0%
2023 0 0 0.0    0 0.0    0 0.0% $0 0.0%
2024 0 0 0.0    0 0.0    0 0.0% $0 0.0%
2025 0 0 0.0    0 0.0    0 0.0% $0 0.0%
2026 0 0 0.0    0 0.0    0 0.0% $0 0.0%
2027 0 0 0.0    0 0.0    0 0.0% $0 0.0%
2028 0 0 0.0    0 0.0    0 0.0% $0 0.0%
2029 0 0 0.0    0 0.0    0 0.0% $0 0.0%
2030 0 0 0.0    0 0.0    0 0.0% $0 0.0%
2031 0 0 0.0    0 0.0    0 0.0% $0 0.0%
2032 0 0 0.0    0 0.0    0 0.0% $0 0.0%
2033 & Beyond 1 657,934 100.0    $32,370,353 100.0    657,934 100.0% $32,370,353 100.0%
Total 1 657,934 100.0% $32,370,353 100.0%        
(1)Based on the underwritten rent roll dated as of December 1, 2021.

(2)The tenant received a six-month rent abatement and will commence paying rent in May 2022. The tenant is required to reimburse for CAM charges during the rent abatement period, and the outstanding rent abatement of $10,790,117.60 was reserved at closing.

 

Operating History and Underwritten Net Cash Flow
  Underwritten Per Square Foot %(1)
Base Rent(2) $32,370,353 $49.20 67.2%
Straight-Line Rent(3) 1,772,323 2.69 3.7   
Vacant Income 0 0.00 0.0   
Gross Potential Rent $34,142,676 $51.89 70.9%
Total Reimbursements(4) 14,045,192 21.35 29.1   
Total Other Income 0 0.00 0.0   
Net Rental Income $48,187,868 $73.24 100.0%
(Vacancy/Credit Loss)(5) 0 0.00 0.0    
Effective Gross Income $48,187,868 $73.24 100.0%
Total Expenses $13,726,489 $20.86 28.5%
Net Operating Income $34,461,379 $52.38 71.5%
Total TI/LC, Capex/RR 131,587 0.20 0.3  
Net Cash Flow $34,329,793 $52.18 71.2%
(1)% column represents percent of Net Rental Income for all revenue lines and represents percent of Effective Gross Income for the remainder of the fields.

(2)Base Rent reflects the current contract rent.

(3)Straight-line rents were applied through ARD.

(4)Total Reimbursements include an increase in taxes due to Prop 13 re-assessment as the tenant does not have any Prop 13 protections in its lease. Also included is the tenant’s contractual obligation to pay 2.0% of base rent to the landlord for management costs. The lease is triple-net and the tenant is required to reimburse for CAM charges during rent abatement.

(5)No Vacancy/Credit Loss was underwritten due to Verizon Communication Inc.’s investment grade ratings. the tenant is leasing 100% of the space and has no contraction or termination options.

 

The Market. The Coleman Highline Phase IV Property is part of the Coleman Highline Development, a transit oriented, mixed-use development located near several major highways, public transportation options and Mineta San Jose International Airport offering access to the Coleman Highline Phase IV Property via planes, trains and automobiles. Direct access to US Highway 101 and California State Route 82 and close proximity to Interstate 280 provide tenants access to San Francisco as well as affluent suburbs such as Cupertino, Palo Alto and Mountain View. Public transportation access is provided via pedestrian walkway to Santa Clara Station which serves Amtrak and Caltrain lines and is also the planned terminal station for the Silicon Valley BART extension, which would make it one of three Bay

 

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. 4 – Coleman Highline Phase IV

 

Area stations where BART and Caltrain meet. When completed, the Coleman Highline Development is expected to contain seven office buildings, four amenity buildings, a hotel and retail space.

 

The Coleman Highline Development and Coleman Highline Phase IV Property are located in the San Jose-Sunnyvale-Santa Cara, California Metropolitan Statistical Area (the “San Jose MSA”), which is the 36th largest MSA in the country by population with an estimated population of 1,992,544 in 2021. Total employment in the San Jose MSA grew by 20.3% since 2011 (a total of 182,267 jobs) significantly outpacing the state of California, which grew by only 11.8% over that same period. Top employers in the San Jose MSA include Apple Inc., Alphabet Inc., Cisco Systems Inc. and Intel Corp. Within the San Jose MSA, the Coleman Highline Phase IV Property is located within the North San Jose office submarket, as defined by a third-party marketing report. The North San Jose Submarket has added an average of 327,185 square feet per year over the last 11 years, but deliveries have been sporadic, with five of the last 11 years having no new deliveries. Vacancy in the submarket is above the market average at 15.1%, but that number is below the annual average of 17.9% over the last 11 years.

 

According to the appraisal, as of 2021, the population within a 1-mile, 3-mile and 5-mile radius totaled 10,373, 171,409 and 627,229 people, respectively, and median household income for the same radii was $91,615, $109,707 and $114,059, respectively.

 

The following table presents certain information relating to a third-party marketing report’s statistics for the San Jose MSA office market and North San Jose office submarket as of the third quarter of 2021:

 

Availability   Inventory   Sales
  Submarket Market     Submarket Market     Submarket Market
Market Rent/SF $51.16 $61.59   Buildings 226 4,648   YTD Properties Sold 15 161
Vacancy Rate 15.10% 12.70%   Inventory (mm SF) 16.9 136.4   Average Sale Price (mm) $79.5 $31.80
Vacant (mm SF) 2.6 17.3   Average Building (SF) 74,963 29,346   Average Price/SF $639 $731
Availability Rate 19.9% 15.90%   Under Construction (SF) 622,142 7,788,118   Average Cap Rate 5.4% 4.80%
Available (mm SF) 3.4 21.7   12 Mo. Delivered (SF) 655,000 3,200,000        

 

The following table presents certain information relating to comparable office leases for the Coleman Highline Phase IV Property:

 

  Comparable Office Leases(1)
Property / Location Tenant SF Year Built / Renovated Tenant Rent PSF Commencement Date Lease Term Lease Type

Coleman Highline Phase IV

San Jose, CA 

657,934(2) 2021 / NAP Oath Holdings Inc. $49.20(2) Oct-2021(2) 186(2) Triple Net

Nokia

Sunnyvale, CA 

231,000 2021 / NAV Nokia $52.80 Oct-2021 128 Triple Net

100 Winchester Cir

Los Gatos, CA 

81,330 2005 / NAV Netflix $48.00 Jan-2021 120 Triple Net

Coleman Highline Phase I

San Jose, CA 

162,557 2017 / NAV Roku $44.52 Apr-2020 117 Triple Net

Great American Corporate Center

Santa Clara, CA 

301,437 1984 / NAV AirBnB $45.00 Jan-2020 133 Triple Net

The Offices at Santana Row

San Jose, CA 

301,000 2019 / NAV Splunk $45.60 Mar-2019 130 Triple Net
                 
(1)Source: Appraisal.

(2)Based on underwritten rent roll dated as of December 1, 2021.

 

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. 4 – Coleman Highline Phase IV

 

The following table presents certain information relating to comparable office sales for the Coleman Highline Phase IV Property:

 

Comparable Office Sales(1)
Property / Location

RSF

Year Built / Renovated

Occupancy

Sale Date


Sale Price 

Price PSF

Adjusted Price PSF

Coleman Highline Phase IV

San Jose, CA 

657,934(2) 2021 / NAP 100.0%(2)        

HQ@First

San Jose, CA 

603,666 2010 / 2018 100.0% Jul-2021 $535,000,000 $886 $1,072

Nokia

Sunnyvale, CA 

231,000 2021 / NAP 100.0% Jul-2021 $254,000,000 $1,100 $1,220

750 Moffett Blvd

Mountain View, CA 

222,000 2021 / NAV 100.0% Jul-2021 $282,600,000 $1,273 $1,344

2225 Lawson Lane

Santa Clara, CA 

328,867 2012 / NAV 100.0% Feb-2020 $276,300,000 $840 $1,017

Koll Center – Sierra Point

Brisbane, CA 

90,000 1986 / 2017 100.0% Jun-2019 $77,000,000 $856 $1,009
(1)Source: Appraisal.

(2)Based on the underwritten rent roll dated December 1, 2021.

 

The Borrower. The borrower is SJCCRE1 LLC, a Delaware limited liability company. The borrower is structured to be a single purpose bankruptcy-remote entity, having two independent directors in its organizational structure. Legal counsel to the borrower delivered a non-consolidation opinion in connection with the origination of the Coleman Highline Phase IV Loan Combination. There is no non-recourse carveout guarantor or separate environmental indemnitor with respect to the Coleman Highline Phase IV Loan Combination.

 

The Borrower Sponsor. The borrower sponsor is AGC Equity Partners Investments Ltd., which is an affiliate of AGC Equity Partners (“AGC”). AGC is a London-based global alternative asset manager established in 2009 to invest in a wide range of real assets, private equity opportunities and liquid strategies through its balance sheet and investment funds, which currently has approximately $6.3 billion of assets under management. Notable AGC transactions include mission critical and headquarter commercial assets leased to tenants, including: L’Oréal, PwC, Hilton, Lufthansa, Michelin, KPMG, Schroders, HPE, GEFCO, Vodafone and BP. AGC has also completed transactions in the logistics and student housing sectors with approximately 2.8 million square feet of logistics assets and approximately 3,000 student beds under management.

 

Property Management. The Coleman Highline Phase IV Property is managed by RiverRock Real Estate Group, Inc., a California corporation.

 

Escrows and Reserves. At origination, the borrower funded a reserve of approximately $10,790,118 for free rent and rent abatements under the Yahoo lease.

 

Tax Escrows – During the continuance of a Trigger Period (as defined below), the borrower is required to deposit monthly 1/12th of the annual estimated real estate taxes.

 

Insurance Escrows – During the continuance of a Trigger Period, the borrower is required to deposit into an insurance reserve, on a monthly basis, 1/12th of estimated insurance premiums unless the borrower maintains a blanket policy in accordance with the Coleman Highline Phase IV Loan Combination documents.

 

Replacement Reserve – During the continuation of a Trigger Period, the Coleman Highline Phase IV Loan Combination documents provide for ongoing monthly deposits of approximately $10,966 into a reserve for approved capital expenditures, subject to a cap of $263,174.

 

Rollover Reserve – During the continuation of a Trigger Period, the Coleman Highline Phase IV Loan Combination documents provide for ongoing monthly deposits of approximately $82,242 into a reserve for tenant improvement and leasing commission obligations.

 

Operating Expense Reserve – During the continuation of a Trigger Period, the Coleman Highline Phase IV Loan Combination documents require the borrower to deposit an amount equal to the aggregate amount of approved operating expenses and approved extraordinary expenses to be incurred by the borrower for the then current interest accrual period.

 

Lockbox / Cash Management. The Coleman Highline Phase IV Loan Combination is structured with a hard lockbox and springing cash management. The borrower is required to cause each tenant at the Coleman Highline Phase IV Property to deposit rents directly into a lender-controlled lockbox account. In addition, the borrower is required to cause all rents received by the borrower or property managers with respect to the Coleman Highline Phase IV Property to be deposited into such lockbox account within two business days. All amounts in the lockbox account are remitted on each business day to the borrower at any time other than during the continuance of a Trigger Period, and during the continuance of a Trigger Period are required to be remitted to a lender-controlled cash management account on each business day to be applied and disbursed in accordance with the Coleman Highline Phase IV Loan Combination documents. Upon

 

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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the occurrence of a Trigger Period all excess cash flow funds remaining in the cash management account after the application of such funds in accordance with the Coleman Highline Phase IV Loan Combination documents are required to be held by the lender in an excess cash flow reserve account as additional collateral for the Coleman Highline Phase IV Loan Combination.

 

A “Trigger Period” means the occurrence of (i) an event of default under the Coleman Highline Phase IV Loan Combination, (ii) the debt yield of the Coleman Highline Phase IV Loan Combination falling below 4.5% for one calendar quarter, (iii) a Specified Tenant Trigger Event (as defined below), or (iv) the ARD. A Trigger Period will be cured upon (a) with respect to clause (i) above, the cure (if applicable) of such event of default, (b) with respect to clause (ii) above, either (x) the date that the debt yield is equal to or greater than 4.5% for one calendar quarter or (y) the borrower prepays the Coleman Highline Phase IV Loan Combination or deposits funds or a letter of credit in an amount that, after giving effect to such prepayment, deposit or letter of credit, the debt yield would be equal to or greater than 4.5%, or (b) with respect to clause (iii) above, the cure of such Specified Tenant Trigger Event.

 

A “Specified Tenant Trigger Event” means the occurrence of (i) a material monetary default under the Specified Tenant Lease (as defined below) beyond all applicable notice and cure periods (a “Specified Tenant Default Trigger”), (ii) any bankruptcy or similar insolvency of Specified Tenant (as defined below) or Specified Tenant Lease Guarantor (as defined below) (a “Specified Tenant Bankruptcy Trigger”), (iii) the date on which a Specified Tenant cancels or terminates its Specified Tenant Lease with respect to at least 50% of the Specified Tenant space prior to the then current expiration date under such Specified Tenant Lease, or delivers notice that it is canceling or terminating its Specified Tenant Lease with respect to at least 50% of the Specified Tenant space (other than temporarily as a result of Force Majeure (including government stay-at-home orders) or during the time when Specified Tenant’s employees are working remotely due to COVID-19 (in each case for not more than 9 months) but Specified Tenant has not ceased business operations, provided that in each case Specified Tenant is paying full unabated rent under its lease (or any free rent is reserved in full with the lender) and is not otherwise in default beyond applicable notice and cure periods under its lease) (a “Specified Tenant Termination Trigger”), or (iv) the date on which Specified Tenant under the Specified Tenant Lease goes dark or ceases business operations at 50% or more of the Specified Tenant space (other than temporarily as a result of casualty, permitted alterations under the Specified Tenant Lease or Force Majeure (including government stay-at-home orders) or during the time when Specified Tenant’s employees are working remotely due to COVID-19 (in each case for not more than 9 months), provided that in each case Specified Tenant is paying full unabated rent under its Specified Tenant Lease (or any free rent is reserved in full with the lender) and is not otherwise in default beyond applicable notice and cure periods under its Specified Tenant Lease and Specified Tenant resumes operations in the Specified Tenant space within a reasonable amount of time relative to other similarly situated tenants in the geographic area where the Coleman Highline Phase IV Property is located after such government restrictions are lifted) (a “Specified Tenant Go Dark Trigger”); provided, however, that if either (a) the Specified Tenant Lease is guaranteed by Verizon Communications Inc. or a successor guarantor as permitted under the terms of the Specified Tenant Lease in effect as of the origination date, (b) the Specified Tenant or the guarantor of such replacement tenant’s lease has the credit rating of at least the investment grade rating by at least two of S&P, Moody’s or Fitch, or (c) the Specified Tenant has subleased the dark space to a tenant which has the credit rating of at least the investment grade rating by at least two of S&P, Moody’s or Fitch (or the guarantor of such tenant’s sublease has the credit rating of at least the investment grade rating by at least two of S&P, Moody’s or Fitch), who has accepted delivery thereof and is paying unabated rent (or any free rent is reserved in full with the lender) at a rate that is at least equal to the contract rate under the Specified Tenant Lease, such Specified Tenant will not be deemed to have “gone dark” and no Specified Tenant Trigger Event will be deemed to have occurred. A Specified Tenant Trigger Event will cure upon (i) if the Specified Tenant Trigger Event is caused solely by a Specified Tenant Default Trigger, the first to occur of (a) the cure (if applicable) of such default or (b) the borrower leasing the entire Specified Tenant space in accordance with the applicable terms and conditions under the Coleman Highline Phase IV Loan Combination documents to one or more replacement tenants reasonably acceptable to the lender, and each applicable replacement tenant has accepted the premises demised under its lease and is paying the full amount of the rent due thereunder (unless any such free rent is reserved with the lender); provided that each such replacement lease is a Qualified Lease (as defined below), (ii) if the Specified Tenant Trigger Event is caused solely by a Specified Tenant Bankruptcy Trigger, the first to occur of (a) Specified Tenant and/or Specified Tenant Lease Guarantor, as applicable, is no longer insolvent or subject to any bankruptcy or insolvency proceedings and Specified Tenant has affirmed the applicable Specified Tenant Lease pursuant to final, non-appealable order of a court of competent jurisdiction or (b) the borrower leasing the entire Specified Tenant space in accordance with the applicable terms and conditions under the Coleman Highline Phase IV Loan Combination documents to one or more replacement tenants reasonably acceptable to the lender, and each applicable replacement tenant has accepted the premises demised under its lease and is paying the full amount of the rent due thereunder (unless any such free rent is reserved with the lender); provided that each such replacement lease is a Qualified Lease, (iii) if the Specified Tenant Trigger Event is caused solely by a Specified Tenant Termination Trigger, the first to occur of (a) the applicable Specified Tenant has revoked or rescinded all termination or cancellation notices with respect to the applicable Specified Tenant Lease and has re-affirmed the applicable Specified Tenant Lease as being in full force and effect or (b) the borrower leasing the entire Specified Tenant space in accordance with the applicable terms and conditions under the Coleman Highline Phase IV Loan Combination documents to one or more replacement tenants reasonably acceptable to the lender, and each applicable replacement tenant has accepted the premises demised under its lease and is paying the full amount of the rent due thereunder (unless any such free rent is reserved with the lender); provided that (x) each such replacement lease is a Qualified Lease, and (y) the debt yield is equal to or greater than 5.50% (or the borrower prepays the Coleman Highline Phase IV Loan Combination in accordance with the provisions of the Coleman Highline Phase IV Loan Combination documents in an amount that, after giving effect to such prepayment, the debt yield would be equal to or greater than 5.50%), (iv) if the Specified Tenant Trigger Event is caused solely by the occurrence of a Specified Tenant Go Dark Trigger, the first to occur of (I) the applicable Specified Tenant re-commences its operations and the conduct of business in the

 

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

 

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No. 4 – Coleman Highline Phase IV

 

ordinary course at its Specified Tenant space or a portion thereof, as the case may be, such that it is no longer dark, and has not vacated, ceased to conduct business in the ordinary course at the Coleman Highline Phase IV Property (or the applicable portion thereof), (II) the borrower leasing the entire Specified Tenant space (or the applicable portion thereof) in accordance with the applicable terms and conditions under the Coleman Highline Phase IV Loan Combination documents to one or more replacement tenants, and each applicable replacement tenant has accepted the premises demised under its lease and is paying the full amount of the rent due thereunder (unless any such free rent is reserved with the lender); provided, however, each such replacement lease is a Qualified Lease; or (III) the entirety of the dark space has been sublet to an entity or a wholly-owned subsidiary of an entity that has a credit rating of at least the investment grade rating by at least two of S&P, Moody’s or Fitch (or the guarantor of such tenant’s or subtenant’s obligations has the credit rating of at least the investment grade rating by at least two of S&P, Moody’s or Fitch), which entity has accepted delivery thereof and is paying unabated rent (unless any free rent is reserved with the lender) at a rate that is at least equal to the contract rate under the Specified Tenant Lease, and (v) if the Specified Tenant Trigger Event is caused by the occurrence of any of clause (i) through (iv) in the definition of “Specified Tenant Trigger Event”, the borrower delivers to the lender either (a) cash collateral or a letter of credit, (b) a guaranty in form and substance reasonably satisfactory to the lender from up to two entities that (X) each has a credit rating of at least the investment grade rating by at least two of S&P, Moody’s or Fitch, and (Y) collectively have and are obligated to maintain a minimum net worth and liquidity reasonably determined by the lender, or (c) subject to written confirmation from the rating agencies that the following will not result in the downgrade, withdrawal or qualification of the then current ratings or the proposed ratings assigned to any securities issued in connection with a securitization, a guaranty in form and substance reasonably satisfactory to the lender from a guarantor reasonably acceptable to the lender; in the case of each of (a), (b) or (c), in an amount equal to the Specified Tenant Rollover Reserve Cap.

 

A “Specified Tenant” means, as applicable, (i) Oath Holdings Inc., a Delaware corporation and (ii) any other lessee(s) of any space at the Coleman Highline Phase IV Property under a lease (a) that provides rental income representing 20% or more of the total rental income at the Coleman Highline Phase IV Property, (b) covers 20% or more of the total rentable square footage at the Coleman Highline Phase IV Property, (c) provides a lease term of more than 10 years, or (d) is with an affiliate of the borrower.

 

A “Specified Tenant Lease” means, collectively and/or individually (as the context requires), the lease at the Coleman Highline Phase IV Property with Specified Tenant (including, without limitation, any guaranty or similar instrument furnished thereunder).

 

A “Specified Tenant Lease Guarantor” means, as applicable, (i) Verizon Communications Inc., a Delaware corporation and (ii) any other guarantor(s) of the applicable Specified Tenant Lease(s).

 

A “Specified Tenant Rollover Reserve Cap” means an amount equal to (x) in the case of a Specified Tenant Default Trigger, a Specified Tenant Bankruptcy Trigger or a Specified Tenant Termination Trigger, $50.00 per square foot of any portion of the Specified Tenant space that has not been re-tenanted and (y) in the case of a Specified Tenant Go Dark Trigger, $50.00 per square foot of the dark or discontinued portion of the Specified Tenant space that has not been re-tenanted.

 

A “Qualified Lease” means a lease (a) that (i) is with a replacement tenant that has (or whose obligations under the lease are guaranteed by an entity that has) the credit rating of at least the investment grade rating by at least two of S&P, Moody’s or Fitch or is otherwise reasonably acceptable to the lender, (ii) has a term that extends at least five years beyond the ARD and with an initial term of at least five years, and (iii) contains lease terms that are substantially similar to the Specified Tenant Lease in effect at the origination date or (b) that is reasonably acceptable to the lender.

 

Subordinate Debt. The Coleman Highline Phase IV Property also secures the Coleman Highline Phase IV Subordinate Companion Loan, which has an aggregate Cut-off Date principal balance of $268,500,000. The Coleman Highline Phase IV Subordinate Companion Loan accrues interest at the Initial Interest Rate prior to the ARD and the Adjusted Interest Rate after the ARD. The Coleman Highline Phase IV Senior Loan is senior in right of payment to the Coleman Highline Phase IV Subordinate Companion Loan.

 

Mezzanine Debt. None.

 

Partial Release. 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.

 

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No. 5 – AMF Portfolio

 

 

 

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. 5 – AMF Portfolio

 

 

 

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. 5 – AMF Portfolio

 

Mortgage Loan Information   Property Information
Mortgage Loan Seller: BMO/SMC   Single Asset / Portfolio: Portfolio
Original Principal Balance(1): $40,000,000   Title: Fee
Cut-off Date Principal Balance(1): $40,000,000   Property Type - Subtype: Multifamily – Garden
% of IPB: 3.6%   Net Rentable Area (Units): 3,299
Loan Purpose: Refinance   Location: Various
Borrowers(2): Various   Year Built / Renovated: Various / NAP
Borrower Sponsor: Arbor Realty Sr, Inc.   Occupancy: 94.7%
Interest Rate(3): 3.72381004379935%   Occupancy Date: 9/3/2021
Note Date: 10/29/2021   4th Most Recent NOI (As of): NAV
Maturity Date: 11/6/2031   3rd Most Recent NOI (As of): $15,294,022 (12/31/2019)
Interest-only Period: 82 months   2nd Most Recent NOI (As of): $16,035,635 (12/31/2020)
Original Term: 120 months   Most Recent NOI (As of): $17,054,135 (TTM 8/31/2021)
Original Amortization: 360 months   UW Economic Occupancy: 89.1%
Amortization Type: Interest Only, Amortizing Balloon   UW Revenues: $29,391,201
Call Protection(4): L(27),D(88),O(5)   UW Expenses: $12,485,963
Lockbox / Cash Management: Soft / Springing   UW NOI: $16,905,238
Additional Debt(1)(5): Yes   UW NCF: $15,915,538
Additional Debt Balance(1)(5): $132,000,000 / $13,000,000   Appraised Value / Per Unit: $280,625,000 / $85,064
Additional Debt Type(1)(5): Pari Passu / Mezzanine   Appraisal Date: Various
         

 

Escrows and Reserves(6)   Financial Information(7)
  Initial Monthly Initial Cap       Loan Combination Total Debt
Taxes: $715,487 $168,641 N/A   Cut-off Date Loan / Unit:   $52,137 $56,078
Insurance: $403,757 $100,786 N/A   Maturity Date Loan / Unit:   $48,419 $48,419
Replacement Reserves: $500,000 $82,475 N/A   Cut-off Date LTV:   61.3% 65.9%
Deferred Maintenance: $756,042 $0 N/A   Maturity Date LTV:   56.9% 56.9%
          UW NCF DSCR:   1.51x 1.51x
          UW NOI Debt Yield:   9.8% 9.1%
               
 
Sources and Uses
Sources Proceeds % of Total   Uses Proceeds % of Total
Loan Combination(1) $172,000,000 93.0%   Payoff $173,659,728 93.9%
Mezzanine Loan 13,000,000 7.0   Closing Costs 4,984,024 2.7
        Return of Equity 3,980,961 2.2
        Reserves 2,375,286 1.3
Total Sources $185,000,000 100.0%   Total Uses $185,000,000 100.0%
                 
(1)The AMF Portfolio Mortgage Loan (as defined below) is part of the AMF Portfolio Loan Combination (as defined below) with an original aggregate principal balance of $172,000,000. The Financial Information in the chart above reflects the AMF Portfolio Loan Combination and the AMF Portfolio Total Debt (as defined below). For additional information, see “The Loan” below.
(2)For a more detailed description of the Borrowers, see “The Borrowers” below.
(3)Based on the interest rate for the first 83 months of the AMF Portfolio Mortgage Loan (as defined below) at 3.72381004379935% and steps up to 3.93100% thereafter.
(4)The defeasance lockout period, with respect to a defeasance of the AMF Portfolio Loan Combination, will be at least 27 payment dates beginning with and including the first payment date on December 6, 2021. Defeasance of the full $172.0 million AMF Portfolio Loan Combination is permitted after the date that is earlier of (i) two years from the closing date of the securitization that includes the last note to be securitized and (ii) December 6, 2024 (the “AMF Portfolio Permitted Release Date”).
(5)Concurrently with the origination of the AMF Portfolio Mortgage Loan, a $13.0 million AMF Portfolio Mezzanine Loan (as defined below) was originated. For a full description of the AMF Portfolio Mezzanine Loan, please refer to the “Subordinate and Mezzanine Debt” section below.
(6)For a full description of Escrows and Reserves, see “Escrows and Reserves” below.
(7)Certain financial information for the AMF Portfolio Loan Combination and AMF Portfolio Total Debt is identical as the AMF Portfolio mezzanine loan fully amortizes prior to the AMF Portfolio Loan Combination amortization payment commencement date, resulting in the monthly debt service payment remaining constant. The AMF Portfolio Loan Combination amortizes according to a fixed amortization schedule, which is attached to the preliminary prospectus.

 

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

 

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No. 5 – AMF Portfolio

 

The Loan. The fifth largest mortgage loan (the “AMF Portfolio Mortgage Loan”) is part of a loan combination that has an outstanding principal balance as of the Cut-off Date of $172,000,000 (the “AMF Portfolio Loan Combination”), which is secured by the borrowers’ fee simple interests in a portfolio of 3,299 multifamily units located in Ohio, Indiana, and Georgia (the “AMF Portfolio Properties”). The AMF Portfolio Loan Combination was co-originated by Bank of Montreal (“BMO”) and Starwood Mortgage Capital LLC (“SMC”). The AMF Portfolio Loan Combination is comprised of eleven pari passu notes with an aggregate original principal balance as of the Cut-off Date of $172,000,000, of which Note A-4 and Note A-5-1, with an aggregate outstanding principal balance as of the Cut-off Date of $40,000,000, are being contributed to the BMO 2022-C1 securitization trust and collectively constitute the AMF Portfolio Mortgage Loan. The remaining notes are expected to be contributed to future securitization trusts. The relationship between the holders of the AMF Portfolio Loan Combination will be governed by a co-lender agreement as described under “Description of the Mortgage Pool—The Loan Combinations—The Outside Serviced Pari Passu Loan Combinations” in the Preliminary Prospectus.

 

The following table presents certain information relating to the loan structure of the AMF Portfolio Loan Combination:

 

Loan Combination Summary
Note Original Balance Note Holder Controlling Piece
A-1 $32,000,000 BBCMS 2021-C12 Yes(1)
A-2 32,000,000 BBCMS 2021-C12 No
A-3 24,000,000 GSMS 2021-GSA3 No
A-4 24,000,000 BMO 2022-C1 No
A-5-1 16,000,000 BMO 2022-C1 No
A-5-2 4,000,000 GSMS 2021-GSA3 No
A-6 20,000,000 BBCMS 2021-C12 No
A-7 5,000,000 GSMS 2021-GSA3 No
A-8 5,000,000 BMO No
A-9 5,000,000 GSMS 2021-GSA3 No
A-10 5,000,000 BMO No
Total $172,000,000    
(1)According to the co-lender agreement for BBCMS 2021-C12, the controlling holder is the BBCMS 2021-C12 Mortgage Trust. See “Description of the Mortgage Pool—The Loan Combinations—The Outside Serviced Pari Passu Loan Combinations” in the Preliminary Prospectus.

 

The Properties. The AMF Portfolio Properties consist of 34 multifamily properties comprised of 3,299 residential units located in three states. The units are factory-built, modular construction buildings and most of the AMF Portfolio Properties offer a mix of studios, one- and two-bedrooms, with a select few offering three-bedroom options. The AMF Portfolio Properties are located in Ohio (18 Properties, 1,693 units, 51.4% of ALA), Indiana (8 Properties, 814 units, 25.7% of ALA) and Georgia (8 Properties, 792 units, 22.9% of ALA). Each AMF Portfolio Property features garden-style apartments with stone and Hardie board siding exterior, private exterior entrances, a private patio, pitched roofs with composition shingles and immediate access to parking. Typical amenities include electric ranges, garbage disposals, refrigerators, air conditioning, full-sized washer and dryer hookups as well as attic space.

 

COVID-19 Update. Since January 2021, the tenant rental obligations at the AMF Portfolio Properties have not been materially disrupted by the macro effects of COVID-19. The AMF Portfolio Loan Combination is current through the November 2021 payment date. As of November 5, 2021, the AMF Portfolio Loan Combination is not subject to any forbearance, modification, or debt service relief requests.

 

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. 5 – AMF Portfolio

 

The following tables present certain information relating to the AMF Portfolio Properties:

 

Portfolio Summary
# Property City State Year Built Units In-Place
Occupancy(1)
1 Cambridge Commons Indianapolis IN 1985 235   94.0%
2 Indian Lake I Morrow GA 1987 243 90.5
3 Stewart Way 1 Hinesville GA 1986 190 90.5
4 Cedargate Lancaster Lancaster OH 1972, 1984 157 94.3
5 Amesbury Reynoldsburg OH 1986 149 93.3
6 Red Deer Fairborn OH 1986 131 95.4
7 Olivewood Indianapolis IN 1985 128 95.3
8 Cherry Glen Indianapolis IN 1986 137 94.9
9 Plumwood Columbus OH 1977 143 91.6
10 Camelia Court Dayton OH 1982 110 95.5
11 Cedargate Clayton OH 1984 130 94.6
12 Millburn Court Dayton OH 1979 115 100.0  
13 Rosewood Apartments Columbus OH 1985 89 98.9
14 Winthrop Court Columbus OH 1985 100 96.0
15 Annhurst Indianapolis IN 1984 83 98.8
16 Ashford Hills Reynoldsburg OH 1986 77 96.1
17 Harbinwood Norcross GA 1986 72 97.2
18 Willow Run - New Albany New Albany IN 1984 64 95.3
19 Parkville Columbus OH 1978 100 96.0
20 Applegate Columbus IN 1982 58 93.1
21 Stonehenge Massillon OH 1984 60 95.0
22 Meadowland Bogart GA 1984 60 96.7
23 Amberwood - Massillion Massillon OH 1987 63 95.2
24 Timberwood Perry GA 1985 60 98.3
25 Sherbrook Columbus OH 1985 60 93.3
26 Stonehenge Apartments Indianapolis IN 1984 60 96.7
27 Oakley Woods Union City GA 1985 60 90.0
28 Carriage Hill Dublin GA 1985 60 90.0
29 Barrington Clarkston GA 1984 47 100.0
30 Andover Court Mount Vernon OH 1982 51 96.1
31 Greenglen II Toledo OH 1982 58 98.3
32 Sandalwood Toledo OH 1983 50 96.0
33 Spicewood Indianapolis IN 1985 49 98.0
34 Meadowood - Mansfield Mansfield OH 1983 50 96.0
  Total       3,299     94.7%
(1)Based on the underwritten rent roll dated September 3, 2021.

 

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. 5 – AMF Portfolio

 

Unit Mix & Amenities. Each AMF Portfolio Property is primarily comprised of studios, one-bedroom and two-bedroom units. Community amenities generally include 24/7 emergency maintenance, flexible lease terms, high speed internet access, laundry facilities and on-site management. Typical unit amenities include air conditioning, ceiling fans, extra storage linen closets, mini blinds, private patio/balcony, utility room with hookups for washer and dryers, built-in bookshelves, eat-in kitchen, storm doors, pet policy and vaulted ceilings. As of September 3, 2021, the AMF Portfolio Properties were 94.7% occupied.

 

The following table presents certain information relating to the unit mix of the AMF Portfolio Properties:

 

AMF Portfolio Unit Mix(1)
# Property Name Units Studio 1 BR 2 BR 3 BR # Occ
Units
# Vac
Units

Occ.  

%

$ /
Occ
Unit
1 Cambridge Commons 235 43 171 20 1 221 14    94.0% $678
2 Indian Lake I 243 0 229 13 1 220 23 90.5 742
3 Stewart Way 1 190 36 129 25 0 172 18 90.5 768
4 Cedargate Lancaster 157 10 92 55 0 148 9 94.3 666
5 Amesbury 149 43 95 11 0 139 10 93.3 650
6 Red Deer 131 31 92 8 0 125 6 95.4 694
7 Olivewood 128 25 86 17 0 122 6 95.3 695
8 Cherry Glen 137 28 99 10 0 130 7 94.9 688
9 Plumwood 143 24 100 19 0 131 12 91.6 707
10 Camelia Court 110 18 75 17 0 105 5 95.5 691
11 Cedargate 130 27 86 16 1 123 7 94.6 671
12 Millburn Court 115 19 78 17 1 115 0 100.0   693
13 Rosewood Apartments 89 8 64 17 0 88 1 98.9 751
14 Winthrop Court 100 10 70 20 0 96 4 96.0 747
15 Annhurst 83 8 59 16 0 82 1 98.8 719
16 Ashford Hills 77 23 49 5 0 74 3 96.1 719
17 Harbinwood 72 7 52 13 0 70 2 97.2 809
18 Willow Run - New Albany 64 5 46 13 0 61 3 95.3 735
19 Parkville 100 27 68 5 0 96 4 96.0 648
20 Applegate 58 7 39 12 0 54 4 93.1 779
21 Stonehenge 60 6 42 12 0 57 3 95.0 744
22 Meadowland 60 6 42 12 0 58 2 96.7 765
23 Amberwood - Massillion 63 7 50 6 0 60 3 95.2 651
24 Timberwood 60 6 42 12 0 59 1 98.3 674
25 Sherbrook 60 18 38 4 0 56 4 93.3 727
26 Stonehenge Apartments 60 6 42 12 0 58 2 96.7 647
27 Oakley Woods 60 6 42 12 0 54 6 90.0 788
28 Carriage Hill 60 6 42 12 0 54 6 90.0 640
29 Barrington 47 0 39 8 0 47 0 100.0   774
30 Andover Court 51 9 32 10 0 49 2 96.1 671
31 Greenglen II 58 14 39 5 0 57 1 98.3 624
32 Sandalwood 50 6 34 10 0 48 2 96.0 673
33 Spicewood 49 14 32 2 1 48 1 98.0 678
34 Meadowood - Mansfield 50 5 35 10 0 48 2 96.0 577
Totals   3,299 508 2,330 456 5 3,125 174 94.7% $703
(1)Based on the underwritten rent rolls dated September 3, 2021.

 

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. 5 – AMF Portfolio

 

The following table presents certain information relating to the historical occupancy of the AMF Portfolio Properties:

 

Historical Occupancy

#

Property

Units

2017

2018

2019

2020

In-Place
Occupancy(1)
1 Cambridge Commons 235   87.3%    88.0%   89.9%   91.4%    94.0%
2 Indian Lake I 243 92.2 92.3 88.7 89.6 90.5
3 Stewart Way 1 190 87.3 82.5 86.8 78.8 90.5
4 Cedargate Lancaster 157 92.4 92.1 92.1 90.3 94.3
5 Amesbury 149 88.1 93.3 87.3 93.7 93.3
6 Red Deer 131 92.8 90.9 87.5 89.0 95.4
7 Olivewood 128 90.5 90.0 92.0 92.4 95.3
8 Cherry Glen 137 93.5 92.3 89.7 93.1 94.9
9 Plumwood 143 91.3 92.2 86.7 87.1 91.6
10 Camelia Court 110 87.2 85.9 85.5 87.5 95.5
11 Cedargate 130 94.8 91.2 90.0 91.0 94.6
12 Millburn Court 115 91.8 89.2 88.3 93.2 100.0  
13 Rosewood Apartments 89 93.2 92.4 95.0 91.1 98.9
14 Winthrop Court 100 94.8 93.6 87.9 88.7 96.0
15 Annhurst 83 91.8 94.3 95.5 94.5 98.8
16 Ashford Hills 77 94.9 96.1 94.5 95.0 96.1
17 Harbinwood 72 97.4 96.8 96.2 96.5 97.2
18 Willow Run - New Albany 64 86.4 86.6 90.7 91.4 95.3
19 Parkville 100 90.6 92.7 78.4 87.2 96.0
20 Applegate 58 92.0 89.7 85.8 91.5 93.1
21 Stonehenge 60 94.4 94.3 95.2 96.9 95.0
22 Meadowland 60 97.1 95.6 97.9 96.6 96.7
23 Amberwood - Massillion 63 93.6 92.6 90.2 92.5 95.2
24 Timberwood 60 94.0 90.7 89.8 93.2 98.3
25 Sherbrook 60 91.7 94.2 93.0 94.0 93.3
26 Stonehenge Apartments 60 90.6 87.3 88.7 90.2 96.7
27 Oakley Woods 60 96.2 94.6 91.4 92.2 90.0
28 Carriage Hill 60 91.1 92.8 90.7 92.4 90.0
29 Barrington 47 97.9 99.2 98.5 96.0 100.0  
30 Andover Court 51 94.4 89.5 88.8 87.3 96.1
31 Greenglen II 58 89.0 89.5 85.5 91.7 98.3
32 Sandalwood 50 88.0 89.5 87.1 89.3 96.0
33 Spicewood 49 90.3 93.1 93.1 95.7 98.0
34 Meadowood - Mansfield 50 94.4 93.2 92.0 92.3 96.0
  Total / Wtd. Avg. 3,299    91.6%   91.2%   89.7%    90.8%    94.7%
(1)Based on the underwritten rent roll dated September 3, 2021.

 

Capital Investment. The Borrower Sponsor has invested approximately $5.9 million ($1,793 per unit) in capital expenditures at the AMF Portfolio Properties between 2019 and September 2021. Such improvements included exterior repairs, painting, new signage, asphalt repairs, roof repairs, interior unit upgrades and landscape refurbishment.

 

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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Structural and Collateral Term Sheet   BMO 2022-C1
 
No. 5 – AMF Portfolio

 

The following table presents certain information relating to the historical capital expenditures of the AMF Portfolio Properties:

 

Historical Capital Expenditures 2019-2021(1)
# Property Interior Exterior Roof Other CapEx Totals $/Unit
1 Cambridge Commons $279,420 $196,122 $97,315 $25,367 $598,224 $2,546
2 Indian Lake I 164,194 118,422 77,987 27,851 388,454 1,599
3 Stewart Way 1 191,624 45,689 20,052 43,489 300,854 1,583
4 Cedargate Lancaster 123,707 82,897 63,679 23,041 293,324 1,868
5 Amesbury 106,272 27,206 73,348 4,485 211,311 1,418
6 Red Deer 102,347 16,870 32,773 11,113 163,103 1,245
7 Olivewood 133,133 112,259 62,507 1,086 308,985 2,414
8 Cherry Glen 134,120 46,332 8,805 0 189,257 1,381
9 Plumwood 141,575 46,721 12,900 16,088 217,284 1,519
10 Camelia Court 98,420 12,423 7,100 25,967 143,910 1,308
11 Cedargate 94,092 20,310 8,665 445 123,512 950
12 Millburn Court 100,688 16,099 35,485 3,549 155,821 1,355
13 Rosewood Apartments 55,608 28,584 73,178 26,079 183,449 2,061
14 Winthrop Court 97,530 39,540 15,320 5,772 158,162 1,582
15 Annhurst 94,721 51,096 41,975 1,072 188,864 2,275
16 Ashford Hills 49,812 38,066 27,861 5,051 120,790 1,569
17 Harbinwood 71,611 39,740 37,293 35,954 184,598 2,564
18 Willow Run - New Albany 54,299 40,326 40,135 15,683 150,443 2,351
19 Parkville 107,462 35,469 80,100 7,032 230,063 2,301
20 Applegate 95,924 30,119 8,440 1,962 136,445 2,353
21 Stonehenge 50,799 39,825 6,815 157 97,596 1,627
22 Meadowland 53,879 39,698 25,123 14,330 133,030 2,217
23 Amberwood - Massillion 52,964 23,761 13,155 0 89,880 1,427
24 Timberwood 69,725 14,515 34,290 12,848 131,378 2,190
25 Sherbrook 36,940 12,640 26,177 22,071 97,828 1,630
26 Stonehenge Apartments 52,240 25,232 10,917 29,190 117,579 1,960
27 Oakley Woods 71,560 23,608 0 11,591 106,759 1,779
28 Carriage Hill 55,691 45,998 14,750 1,466 117,905 1,965
29 Barrington 50,921 38,776 25,315 34,873 149,885 3,189
30 Andover Court 29,983 9,550 35,295 12,290 87,118 1,708
31 Greenglen II 33,968 14,065 16,130 8,864 73,027 1,259
32 Sandalwood 38,251 16,441 27,466 17,369 99,527 1,991
33 Spicewood 45,485 28,866 0 621 74,972 1,530
34 Meadowood - Mansfield 25,323 5,045 31,308 31,224 92,900 1,858
  Total / Wtd. Avg. $2,964,288 $1,382,310 $1,091,659 $477,980 $5,916,237 $1,793
(1)Represents 2019 through September 3, 2021.

 

Environmental. According to the Phase I environmental assessments, there is no evidence of any recognized or controlled recognized environmental conditions at any of the AMF Portfolio Properties.

 

The Markets. The AMF Portfolio Properties are geographically diverse with 34 properties located across several major multifamily markets.

 

The following table presents certain market information relating to the AMF Portfolio Properties:

 

Market Summary
State # of
Properties(1)
# of
Units(1)
% of
Portfolio
Units(1)
In-Place
Occupancy(1)
Avg. In-
Place Rent
Allocated Loan
Combination
Amount
% of Loan Combination UW NCF % of
Total UW
NCF
Ohio 18 1,693 51.3% 95.4% $682 $88,441,591 51.4% $8,190,741 51.5%
Indiana 8 814 24.7% 95.3% $703 $44,178,335 25.7% $4,070,107 25.6%
Georgia 8 792 24.0% 92.7% $749 $39,380,074 22.9% $3,654,690 23.0%
Total 34 3,299 100.0% 94.7% $703 $172,000,000 100.0% $15,915,538 100.0%
(1)Based on the underwritten rent rolls dated September 3, 2021.

 

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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Structural and Collateral Term Sheet   BMO 2022-C1
 
No. 5 – AMF Portfolio

 

The following table presents certain demographic statistical information relating to the AMF Portfolio Properties:

 

  AMF Multifamily Portfolio Properties Population Statistics(1)
    Median Household Income Population
# Property 1 Mile 3 Mile 5 Mile 1 Mile 3 Mile 5 Mile
1 Cambridge Commons $46,954 $50,079 $49,324 10,584 96,024 218,170
2 Indian Lake I $48,439 $48,351 $49,219 4,283 73,991 196,269
3 Stewart Way 1 $49,424 $48,693 $49,504 4,692 31,163 43,642
4 Cedargate Lancaster $36,491 $47,515 $51,975 5,665 31,631 51,344
5 Amesbury $62,598 $55,867 $59,670 17,728 96,823 224,712
6 Red Deer $68,603 $63,633 $72,774 5,889 34,308 74,488
7 Olivewood $43,318 $39,462 $41,344 9,217 82,859 214,088
8 Cherry Glen $40,501 $44,352 $48,969 11,885 87,539 228,705
9 Plumwood $46,596 $53,766 $56,114 20,649 89,573 197,075
10 Camelia Court $35,162 $34,010 $36,583 10,159 71,469 141,300
11 Cedargate $67,195 $71,251 $63,220 9,237 33,470 59,509
12 Millburn Court $99,664 $93,100 $90,061 6,651 48,555 114,333
13 Rosewood Apartments $52,962 $62,208 $69,361 13,676 120,720 280,698
14 Winthrop Court $52,962 $62,208 $69,361 13,676 120,720 280,698
15 Annhurst $52,120 $54,468 $55,474 8,492 70,151 177,088
16 Ashford Hills $54,370 $56,812 $58,807 11,834 107,751 238,701
17 Harbinwood $49,437 $49,325 $56,850 15,451 114,789 255,779
18 Willow Run - New Albany $63,216 $54,543 $53,080 7,651 55,194 114,050
19 Parkville $52,962 $62,208 $69,361 13,676 120,720 280,698
20 Applegate $62,608 $59,509 $61,057 9,640 40,649 47,464
21 Stonehenge $48,990 $52,300 $58,192 5,031 38,407 70,800
22 Meadowland $62,038 $68,450 $63,162 4,922 28,964 71,614
23 Amberwood - Massillion $65,656 $62,407 $61,560 8,192 45,554 104,479
24 Timberwood $44,532 $53,468 $61,327 1,988 14,841 23,358
25 Sherbrook $52,962 $62,208 $69,361 13,676 120,720 280,698
26 Stonehenge Apartments $46,680 $52,993 $45,733 3,357 55,740 179,462
27 Oakley Woods $43,183 $54,277 $56,042 7,612 52,274 125,167
28 Carriage Hill $39,738 $40,092 $40,822 4,748 18,596 24,988
29 Barrington $41,033 $62,083 $66,918 16,549 108,880 270,349
30 Andover Court $47,352 $50,058 $53,454 5,684 20,740 27,554
31 Greenglen II $53,597 $62,631 $57,472 8,922 56,244 150,899
32 Sandalwood $55,680 $48,203 $48,741 7,021 77,988 223,810
33 Spicewood $39,403 $42,610 $46,485 9,661 68,791 216,280
34 Meadowood - Mansfield $56,652 $51,472 $46,951 5,912 26,291 57,529
(1)Based on the individual AMF Portfolio Properties’ Appraisals.

 

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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Structural and Collateral Term Sheet   BMO 2022-C1
 
No. 5 – AMF Portfolio

 

The following table presents certain submarket information relating to the AMF Portfolio Properties:

 

AMF Multifamily Portfolio Properties Submarket Statistics(1)
# Property Submarket Submarket
Rent/Unit
Submarket Occupancy
1 Cambridge Commons Northwest Marion County $884 95.9%
2 Indian Lake I Clayton County $1,121 94.8%
3 Stewart Way 1 Liberty County $985 95.3%
4 Cedargate Lancaster Fairfield County $1,066 98.2%
5 Amesbury Southern Columbus $947 92.8%
6 Red Deer Fairborn/AFB $786 97.5%
7 Olivewood Southeast Indianapolis $857 94.6%
8 Cherry Glen Central Marion County $825 92.0%
9 Plumwood Greater Hilltop Columbus $963 93.8%
10 Camelia Court Northeast Dayton $781 96.6%
11 Cedargate Fairborn/AFB $786 97.5%
12 Millburn Court Centerville/Kettering $936 96.4%
13 Rosewood Apartments Northeast Columbus $1,020 95.4%
14 Winthrop Court Northeast Columbus $1,020 95.4%
15 Annhurst Northwest Marion County $884 95.9%
16 Ashford Hills Southern Columbus $947 92.8%
17 Harbinwood Outlying Gwinnett County $1,396 96.8%
18 Willow Run - New Albany Southern Indiana $866 95.1%
19 Parkville Northeast Columbus $1,020 95.4%
20 Applegate Columbus $986 91.6%
21 Stonehenge Massillon $690 98.3%
22 Meadowland Athens $1,049 96.0%
23 Amberwood - Massillion Massillon $690 98.3%
24 Timberwood Macon $954 92.9%
25 Sherbrook Northeast Columbus $1,020 95.4%
26 Stonehenge Apartments Southeast Indianapolis $857 94.6%
27 Oakley Woods South Fulton County $1,189 88.5%
28 Carriage Hill Laurens County $517 96.6%
29 Barrington Southeast DeKalb $1,132 92.9%
30 Andover Court Mount Vernon $1,290 99.2%
31 Greenglen II Ottawa Hills $736 95.6%
32 Sandalwood Ottawa Hills $736 95.6%
33 Spicewood Central Marion County $825 92.0%
34 Meadowood - Mansfield Lexington $851 99.4%
(1)Based on the individual AMF Portfolio Properties’ Appraisals.

 

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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Structural and Collateral Term Sheet   BMO 2022-C1
 
No. 5 – AMF Portfolio

 

The following table presents certain historical and underwritten financial information relating to the AMF Portfolio Properties:

 

Operating History and Underwritten Net Cash Flow
  2019 2020 08/31/2021 TTM Underwritten Per Unit %
Gross Potential Rent(1) $26,049,636 $26,890,466 $27,498,973 $27,891,556 $8,455 94.9%
(Vacancy)(2) (3,628,718) (3,171,602) (2,658,986) (3,051,569) (925)      (10.4)
Net Rental Collections $22,420,918 $23,718,864 $24,839,987 $24,839,987 $7,530   84.5%
Other Income 4,441,206 4,344,675 4,551,214 4,551,214 1,380       15.5
Effective Gross Income $26,862,124 $28,063,539 $29,391,201 $29,391,201 $8,909   100.0%
             
Total Expenses $11,568,102 $12,027,904 $12,337,066 $12,485,963 $3,785     42.5%
             
Net Operating Income $15,294,022 $16,035,635 $17,054,135 $16,905,238 $5,124     57.5%
             
Replacement Reserves(3) 0 0 0 989,700 300      3.4
             
Net Cash Flow $15,294,022 $16,035,635 $17,054,135 $15,915,538 $4,824     54.2%
(1)Underwritten Gross Potential Rent based on underwritten rent rolls dated September 3, 2021, with vacant units grossed up at the Appraisal's concluded market rents.
(2)Underwritten Vacancy Loss underwritten such that Net Rental Collections equates to actual TTM Collections.
(3)Underwritten Replacement Reserves based on $300 per unit. PCA Reports concluded an inflated replacement reserve of $259 per unit. The Borrower Sponsor has deposited $500,000 into a Replacement Reserve for future capital needs.

 

The Borrowers. The borrowers consist of 46 recycled single-purpose entities that are Ohio limited partnerships, Ohio limited liability companies, Georgia limited partnerships, Georgia limited liability companies or Delaware limited liability companies. Each borrower is structured to be a single purpose bankruptcy-remote entity, having two independent directors in its organizational structure and is indirectly owned by Arbor Realty Sr, Inc. Legal counsel to the borrowers delivered a non-consolidation opinion in connection with the origination of the AMF Portfolio Loan Combination.

 

The Borrower Sponsor. The borrower sponsor is Arbor Realty Sr, Inc., a wholly-owned indirect subsidiary of Arbor Realty Trust, Inc. (“Arbor”) (NYSE: ABR). Arbor, which began operations in 2003, is a nationwide real estate investment trust and direct lender, providing loan origination and servicing for multifamily, senior housing, healthcare, and other commercial real estate assets. Headquartered in Uniondale, New York, Arbor manages a multibillion-dollar servicing portfolio, specializing in government-sponsored enterprise products. Arbor is a Fannie Mae Delegated Underwriting and Servicing (DUS) lender and Freddie Mac Optigo Seller/Servicer. Arbor’s lending products include CMBS, bridge, mezzanine, and preferred equity loans.

 

Property Management. The AMF Portfolio Properties are managed by Elon Property Management Company, L.L.C., which is an entity affiliated with the borrowers.

 

Escrows and Reserves. At origination, the borrowers were required to deposit into escrow (i) approximately $715,487 for real estate taxes, (ii) approximately $403,757 for insurance premiums, (iii) $756,042 for deferred maintenance and (iv) $500,000 for replacement reserves.

 

Tax Escrows – On a monthly basis, the borrowers are required to escrow 1/12th of the annual estimated real estate taxes, which currently equates to approximately $168,641.

 

Insurance Escrows – On a monthly basis, the borrowers are required to escrow 1/12th of the annual estimated insurance premiums, which currently equates to approximately $100,786.

 

Replacement Reserve – On a monthly basis, the borrowers are required to escrow $82,475 for replacement reserves.

 

Lockbox / Cash Management. The AMF Portfolio Loan Combination is structured with a soft lockbox and springing cash management upon the occurrence and continuance of a Cash Trap Period (as defined below). The AMF Portfolio Loan Combination documents require that all rents received by the borrowers or the property managers be deposited into the lockbox account within three business days of receipt. During the continuance of a Cash Trap Period, all funds in the lockbox account are required to be swept each business day to a lender-controlled cash management account and disbursed in accordance with the AMF Portfolio Loan Combination documents.

 

A “Cash Trap Period” will commence upon the earliest to occur of (i) an event of default under the AMF Portfolio Loan Combination, (ii) upon any bankruptcy action of a Borrower, principal, or the property manager until, in the case of a bankruptcy of the property manager (or involuntary bankruptcy with respect to an affiliated property manager), the property manager is replaced in accordance with the AMF Portfolio Loan Combination documents, (iii) the debt yield (based on the trailing 12-month income and expenses) falls below 7.25% as of the end of any calendar quarter until the debt yield is 7.50% for two consecutive calendar quarters, and (iv) the occurrence of an event of default under the mezzanine 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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Structural and Collateral Term Sheet   BMO 2022-C1
 
No. 5 – AMF Portfolio

 

Subordinate and Mezzanine Debt. A $13,000,000 mezzanine loan (the “AMF Portfolio Mezzanine Loan”) was funded concurrently with the origination of the AMF Portfolio Loan Combination and is secured by the direct equity ownership in the AMF Portfolio Borrowers. The AMF Portfolio Mezzanine Loan accrues interest based on a fixed schedule which varies by month with an interest rate of 6.67228249742403% per annum through the December 2024 payment. Beginning with the January 2025 payment, the interest rate increases throughout the term and fully amortizes in October 2028. Including the AMF Portfolio Loan Combination and the AMF Portfolio Mezzanine Loan, the total debt Cut-off Date LTV, total debt UW NCF DSCR and total debt UW NOI Debt Yield are 65.9%, 1.51x and 9.1%, respectively. The lenders of the AMF Portfolio Mortgage Loan Combination and the AMF Portfolio Mezzanine Loan have entered into an intercreditor agreement that governs their relationship.

 

Partial Release. Following the AMF Portfolio Permitted Release Date, the borrowers will be permitted to release one or more AMF Portfolio Properties as collateral for the AMF Portfolio Loan Combination (each such Property, a “Release Property”), provided that the following conditions, among others, are satisfied: (i) the borrowers partially defease the AMF Portfolio Loan Combination in an amount equal to the greater of (1) 115% of the portion of the allocated loan amount applicable to the Release Property (as determined by the lender in its sole discretion prior to the origination of the AMF Portfolio Loan Combination), and (2) the amount that would result in (A) the loan-to-value ratio with respect to the AMF Portfolio Properties remaining after giving effect to the release (the “Remaining Properties”) not exceeding the 70%, (B) the debt service coverage ratio with respect to the Remaining Properties being not less than the greater of (x) 1.40x and (y) the debt service coverage ratio on the Remaining Properties serving as collateral for the AMF Portfolio Loan Combination immediately prior to such release and (C) the debt yield with respect to the Remaining Properties being not less than the greater of (x) 8.35% and (y) the debt yield on the Remaining Properties serving as collateral for the AMF Portfolio Loan Combination immediately prior to such release. Each of the above tests are based on the then outstanding principal balances of the AMF Portfolio Loan Combination and the AMF Portfolio Mezzanine Loan and are to be determined by the lender in its reasonable discretion. In the event of any defeasance of the AMF Portfolio Loan Combination, the mezzanine borrower will be required to defease a portion of the AMF Portfolio Mezzanine Loan in an amount equal to the product of (x) the outstanding principal balance of the AMF Portfolio Mezzanine Loan and (y) a fraction, the numerator of which is the amount of the AMF Portfolio Loan Combination being defeased and the denominator of which is the then-outstanding principal balance of the AMF Portfolio Loan Combination (i.e., without taking into account the defeasance of the AMF Portfolio Loan Combination).

 

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.

 

62 

 

 

Structural and Collateral Term Sheet   BMO 2022-C1
 
No. 6 – 601 Lexington Avenue

 

 

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 

 

 

Structural and Collateral Term Sheet   BMO 2022-C1
 
No. 6 – 601 Lexington Avenue

 

 

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 

 

 

Structural and Collateral Term Sheet   BMO 2022-C1
 
No. 6 – 601 Lexington Avenue

 

 

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.

 

65 

 

 

Structural and Collateral Term Sheet   BMO 2022-C1
 
No. 6 – 601 Lexington Avenue

 

Mortgage Loan Information   Property Information
Mortgage Loan Seller: GACC   Single Asset / Portfolio: Single Asset
Original Principal Balance(1): $40,000,000   Title: Fee/Leasehold
Cut-off Date Principal Balance(1): $40,000,000   Property Type Subtype: Office – CBD
% of IPB: 3.6%   Net Rentable Area (SF): 1,675,659
Loan Purpose: Refinance   Location: New York, NY
Borrowers(2): BP/CGCenter I LLC and BP/CGCenter II LLC   Year Built / Renovated: 1977 / 2021
Borrower Sponsor(2): BP/CGCenter MM LLC   Occupancy: 96.3%
Interest Rate: 2.79196%   Occupancy Date: 11/1/2021
Note Date: 12/10/2021   4th Most Recent NOI (As of): $87,124,160 (12/31/2018)
Maturity Date: 1/9/2032   3rd Most Recent NOI (As of): $82,516,612 (12/31/2019)
Interest-only Period: 120 months   2nd Most Recent NOI (As of): $88,939,219 (12/31/2020)
Original Term: 120 months   Most Recent NOI (As of): $89,547,809 (TTM 9/30/2021)
Original Amortization Term: None   UW Economic Occupancy: 93.5%
Amortization Type: Interest Only   UW Revenues: $159,706,334
Call Protection(3): L(25),D(88),O(7)   UW Expenses: $64,433,228
Lockbox / Cash Management: Hard / Springing   UW NOI: $95,273,106
Additional Debt(1): Yes   UW NCF: $92,110,483
Additional Debt Balance(1): $683,300,000 / $276,700,000   Appraised Value / Per SF: $1,700,000,000 / $1,015
Additional Debt Type(1): Pari Passu / Subordinate   Appraisal Date: 10/1/2021
         

 

Escrows and Reserves(4)   Financial Information(1)
  Initial Monthly Initial Cap     Senior Loan Loan Combination  
Taxes: $0 Springing N/A   Cut-off Date Loan / SF: $432 $597  
Insurance: $0 Springing N/A   Maturity Date Loan / SF: $432 $597  
Replacement Reserves: $0 Springing $837,829   Cut-off Date LTV: 42.5% 58.8%  
TI/LC Reserve: $0 Springing $10,053,948   Maturity Date LTV: 42.5% 58.8%  
Other(5): $61,289,797 $0 N/A   UW NCF DSCR: 4.50x 3.25x  
          UW NOI Debt Yield: 13.2% 9.5%  
               

 

Sources and Uses
Sources Proceeds % of Total   Uses Proceeds % of Total
Senior Loan(1) $723,300,000 72.3%   Loan Payoff $618,492,902 61.8%
Subordinate Companion Loan $276,700,000 27.7      Return of Equity 368,350,972 36.8   
        Closing Costs 13,156,127 1.3   
Total Sources $1,000,000,000 100.0%   Total Uses $1,000,000,000 100.0%
(1)The 601 Lexington Avenue Mortgage Loan (as defined below) is part of the 601 Lexington Avenue Loan Combination (as defined below) with an original aggregate principal balance of $1,000,000,000. The Financial Information in the chart above reflects the 601 Lexington Avenue Senior Loan (as defined below) and the 601 Lexington Avenue Loan Combination. For additional information, see “The Loan” below.

(2)BP/CGCenter I LLC and BP/CGCenter II LLC are the single purpose entity borrowers. The 601 Lexington Avenue Loan Combination is recourse to the single purpose entity borrowers for certain items. There is no separate non-recourse carveout guarantor or environmental indemnitor for the 601 Lexington Avenue Loan Combination. Boston Properties Limited Partnership, a Delaware Limited partnership (“BPLP”) has executed a guaranty of reserve funds in place of posting certain reserves.

(3)Defeasance of the 601 Lexington Avenue Loan Combination is permitted at any time after the earlier to occur of (a) the end of the two-year period commencing on the closing date of the securitization of the last promissory note representing a portion of the 601 Lexington Avenue Loan Combination to be securitized and (b) December 10, 2024. The assumed defeasance lockout period of 25 payments is based on the closing date of this transaction in February 2022.

(4)For a full description of Escrows and Reserves, please refer to “Escrows and Reserves” below.

(5)BPLP provided a payment guaranty in lieu of depositing $52,315,328 at closing for approved leasing expenses outstanding at the time of origination of the 601 Lexington Avenue Loan Combination. BPLP provided a payment guaranty in lieu of depositing $8,974,469 at closing for the free rent and gap rent outstanding for six tenants at the time of origination of the 601 Lexington Avenue Loan Combination.

 

The Loan. The sixth largest mortgage loan (the “601 Lexington Avenue Mortgage Loan”) is part of a loan combination (the “601 Lexington Avenue Loan Combination”) that is evidenced by 23 pari passu senior promissory notes in the aggregate original principal amount of $723,300,000 (collectively, the “601 Lexington Avenue Senior Loan”) and four pari passu subordinate promissory notes in the aggregate original principal amount of $276,700,000 (collectively, the “601 Lexington Avenue Subordinate Companion Loan”). The 601 Lexington Avenue Loan Combination was co-originated on December 10, 2021, by Wells Fargo Bank, National Association

 

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.

 

66 

 

 

Structural and Collateral Term Sheet   BMO 2022-C1
 
No. 6 – 601 Lexington Avenue

 

(“WFB”), DBR Investments Co. Limited (“DBRI”), Morgan Stanley Bank, N.A. (“MSBNA”) and Citi Real Estate Funding, Inc. (“Citi”). The 601 Lexington Avenue Loan Combination is secured by a first priority mortgage on the borrowers’ fee interest in three condominium units and a leasehold interest in a portion of a fourth condominium unit relating to an office building located in New York, New York (the “601 Lexington Avenue Property”). The 601 Lexington Avenue Mortgage Loan is evidenced by the $40,000,000 non-controlling promissory Note A-2-C3-1. The 601 Lexington Avenue Loan Combination is being serviced pursuant to the trust and servicing agreement for the BXP 2021-601L securitization trust. The 601 Lexington Avenue Senior Loan pari passu notes other than the note evidencing the 601 Lexington Avenue Mortgage Loan are referred to herein as the “601 Lexington Avenue Non-Serviced Pari Passu Companion Loans”. See “Description of the Mortgage Pool—The Loan Combinations— The Non-Serviced A/B Loan Combinations—The 601 Lexington Avenue Pari Passu-A/B Loan Combination” and “Pooling and Servicing Agreement—Servicing of the Non-Serviced Mortgage Loans” in the prospectus.

 

The 601 Lexington Avenue Loan Combination has a 10-year interest-only term and accrues interest at a rate equal to 2.79196% per annum.

 

Loan Combination Summary
Note Original Balance Cut-off Date Balance   Note Holder Controlling Piece
A-1-S1, A-2-S1, A-3-S1, A-4-S1 $150,000,000 $150,000,000   BXP 2021-601L Yes
A-1-C2, A-3-C2 $110,000,000 $110,000,000   BANK 2022-BNK39 No
A-1-C1, A-1-C3, A-1-C4 $133,111,140 $133,111,140   WFB(1) No
A-2-C3-1 $40,000,000 $40,000,000   BMO 2022-C1 No
A-2-C2-2, A-4-C2-2 $25,000,000 $25,000,000   Benchmark 2022-B32 No
A-2-C1, A-2-C2-1, A-2-C3-2, A-2-C4 $73,326,000 $73,326,000   DBRI(1) No
A-3-C1, A-3-C3, A-3-C4 $83,669,860 $83,669,860   MSBNA(1) No
A-4-C1, A-4-C2-1, A-4-C3, A-4-C4 $108,193,000 $108,193,000   Citi(1) No
Total Senior Loan $723,300,000 $723,300,000      
B-1, B-2, B-3, B-4 $276,700,000 $276,700,000   BXP 2021-601L No
Total $1,000,000,000 $1,000,000,000      
(1)Expected to be contributed to one or more future securitizations.

 

The Property. The 601 Lexington Avenue Property is comprised of the borrowers’ fee and leasehold interests in certain condominium units within a 59-story, Class A, office tower located in Midtown Manhattan at East 53rd Street and Lexington Avenue. Situated on an approximately 1.6-acre site, the property comprises approximately 1.7 million SF of office and retail space, which includes a high-rise office tower as well as a six-story office and retail building totaling 227,276 SF situated at the base (the “Low Rise Building”). The building, with a 45° angled top and a stilt-style base, was designated as a landmark by the New York City Landmarks Preservation Commission in September 2016. As of November 1, 2021, the 601 Lexington Avenue Property was 96.3% leased. Investment-grade tenants and tenants included in a legal industry magazine listing of the largest global 200 law firms by gross revenue represent 83.6% of the NRA and 85.7% of underwritten gross rent. Further, the top four tenants represent 71.6% of underwritten gross rent and have a weighted average remaining lease term of 15.0 years.

 

Originally built in 1977, the 601 Lexington Avenue Property underwent renovations totaling approximately $283 million in 2021, which included repositioning the Low Rise Building as well as the redevelopment of the ground and lower level space into a food hall. Following the repositioning, the Low Rise Building includes 195,326 SF of office space, 31,950 SF of retail space, a public marketplace and a new dedicated street-level entrance and lobby for low-rise office floors. The food hall (known as The Hugh) contains a collection of 15 restaurants, bars and food retailers and is directly connected to a public plaza that provides access to the East 53rd Street subway stop. Additional amenities of the Low Rise Building include a succession of rooftop terraces on each floor as well as a fitness center. The Low Rise Building office space is fully leased to NYU, which utilizes the space to house NYU Langone Health. In addition, NYU is occupying a portion of the land owned by the adjoining St. Peter’s Church (see “Ground Lease” section below).

 

Condominium Regime. The 601 Lexington Avenue Property is comprised of (a) the borrowers’ fee simple interest in three condominium units within the four unit Condominium known as 601 Lexington Avenue condominium (the “Condominium”) and (b) the borrowers’ leasehold interest in a portion of a fourth condominium unit, commonly known as the “Church Unit”, within the Condominium. The borrower-owned units include 94.4% of the common elements, which entitles the borrowers to 94 of the 100 votes in the condominium regime (together with the right to appoint 6 of 7 board members). The 601 Lexington Avenue Loan Combination documents provide that it is an event of default if, without the prior written consent of the lender, the borrowers vote for or otherwise consent to, any modification or amendment to any of the terms or provisions of the condominium documents in violation of the terms of the loan agreement. See “Description of the Mortgage Pool – Mortgage Pool Characteristics – Condominium and Other Shared Interests” in the prospectus.

 

COVID-19 Update. As of January 5, 2022, the 601 Lexington Avenue Property was open and operating. The borrower sponsor reported that the only tenant with outstanding rent relief is Hillstone (7,800 SF, 0.5% of NRA, 0.9% of underwritten gross rent), which received an abatement of 50% of six months’ rent (approximately $168,000 from September 1, 2020 to February 28, 2021), which it is expected to repay over the course of 2022 and 2023.

 

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.

 

67 

 

 

Structural and Collateral Term Sheet   BMO 2022-C1
 
No. 6 – 601 Lexington Avenue

 

Major Tenants.

 

Kirkland & Ellis (616,139 SF, 36.8% NRA, 39.4% underwritten gross rent, 2/28/2039 expiration). Kirkland & Ellis (“K&E”) was founded in 1909 in Chicago, Illinois and is the largest law firm in the world by revenue and the fifth-largest by number of attorneys. K&E is a long-term tenant at the property having been in occupancy since 1993. K&E signed an early renewal in 2014 to extend its lease through February 2039 and expanded its space again in 2017. As the property’s largest tenant, K&E occupies the majority of the upper floors of the building (32-47, 49-52). For floor 32 only, K&E has a termination option on June 30, 2027 with 18 months’ notice and the payment of unamortized leasing costs. Additionally, as of February 28, 2034, K&E can terminate either its highest or lowest floor (one floor only). K&E has $4,062,504 of outstanding free rent.

 

Citibank (216,256 SF, 12.9% of NRA; 12.3% of underwritten gross rent, various expirations). Citibank, an affiliate of Citi, one of the originators of the 601 Lexington Avenue Loan Combination, is a multinational consumer and investment bank, with core activities that include safeguarding assets, lending money, making payments and accessing the capital markets on behalf of its clients. The property was originally developed as Citicorp’s headquarters and the bank was previously an owner of the property. Citibank is on various leases expiring in December 2022 (3.6% of NRA, 3.4% of underwritten gross rent), August 2023 (3.6% of NRA, 3.4% of underwritten gross rent), April 2027 (1.8% NRA, 1.8% of underwritten gross rent), and April 2032 (4.0% NRA, 3.7% of underwritten gross rent). Citibank has four, 5-year renewal options and does not have any termination options. Citibank is currently subleasing Suites 1900 and 2100 totaling 59,978 SF (3.6% of NRA).

 

NYU (195,326 SF; 11.7% of NRA; 10.1% of underwritten gross rent, 10/31/2049 expiration). New York University (“NYU”) is a new tenant to the property with a lease commencing in 2020 of the newly redeveloped atrium building. NYU will use the space to house NYU Langone Health and is expected to take occupancy in January 2022 and is currently paying rent. NYU structured a leasehold condominium for a period of approximately 30 years through October 2049. The leasehold condominium is structured as a standard lease, and is operated as a leasehold condominium to allow the tenant to benefit from its tax exempt entity status. NYU has one, 10-year renewal option, one, 7-year renewal option and does not have any termination options.

 

Freshfields Bruckhaus Deringer (139,243 SF; 8.3% of NRA; 9.8% of underwritten gross rent; 6/30/2026 expiration). Freshfields Bruckhaus Deringer (“Freshfields”) is one of the largest multinational law firms in the world, headquartered in London. Tracing its roots back to the 18th century, it is also among the world’s oldest law firms. Freshfields has been a tenant at the property since 2010, expanded in 2017, and its current lease expires in June 2026 with two, 5-year renewal options and no termination options. Freshfields is currently subleasing Suite 5510 totaling 15,932 SF (1.0% of NRA). As of the origination date, Freshfields was also publicly marketing the remainder of their leased space for sublet.

 

Blackstone (89,967 SF; 5.4% of NRA; 5.2% of underwritten gross rent, 12/31/2027 expiration). Blackstone is an investment firm with total assets under management of $730.7 billion as of October 21, 2021. Blackstone’s asset management businesses include investment vehicles focused on real estate, private equity, public debt and equity, growth equity, opportunistic, non-investment grade credit, real assets and secondary funds, all on a global basis. Blackstone has been a tenant at the property since 2015, expanded in 2017 and its current lease expires in December 2027 with two, 5-year renewal options or one, 10-year renewal option and no termination options.

 

Environmental. According to a Phase I environmental assessment dated November 12, 2021, there was no evidence of any recognized environmental conditions at the 601 Lexington Avenue Property.

 

Historical and Current Occupancy(1)
2018 2019 2020 Current(2)
99.3% 100.0% 97.6% 96.3%
(1)Historical Occupancies are as of December 31 of each respective year.

(2)Current Occupancy is as of November 1, 2021.

 

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.

 

68 

 

 

Structural and Collateral Term Sheet   BMO 2022-C1
 
No. 6 – 601 Lexington Avenue

 

Tenant Summary(1)
Tenant Ratings
Moody’s/Fitch/S&P
Net Rentable
Area (SF)
% of
Total NRA
UW Gross
Rent
PSF(2)(3)
UW Gross
Rent(2)(3)
% of Total
UW Gross
Rent(2)
Lease
Expiration Date
K&E(4) NR/NR/NR 616,139 36.8% $99.37 $61,225,450 39.4 % 2/28/2039(5)
Citibank(6)(7) Aa3/A+/A+ 216,256 12.9% $88.00 19,030,810 12.3   Various(8)
NYU Aa2/NR/AA- 195,326 11.7% $80.36 15,697,290 10.1   10/31/2049
Freshfields(9) NR/NR/NR 139,243 8.3% $109.68 15,272,330 9.8   6/30/2026
Citadel Ba1/NR/BBB- 144,193 8.6% $95.51 13,771,418 8.9   8/31/2022(10)
Blackstone NR/A+/A+ 89,967 5.4% $89.68 8,067,806 5.2   12/31/2027
BTG NR/NR/NR 31,401 1.9% $151.19 4,747,674 3.1   3/31/2028
Apax NR/NR/NR 31,401 1.9% $130.35 4,093,254 2.6   7/31/2026
OrbiMed NR/NR/NR 31,401 1.9% $112.83 3,543,036 2.3   3/31/2033
Siris Capital Group NR/NR/NR 18,928 1.1% $123.18 2,331,624 1.5   9/30/2030(11)
               
Subtotal / Wtd. Avg. 1,514,255 90.4% $97.59 $147,780,691 95.2 %  
               
Remaining Tenants   99,343 5.9% $75.80 7,530,269  4.8    
Occupied Collateral Total / Wtd. Avg   1,613,598 96.3% $96.25 155,310,960 100.0 %  
Vacant Space   62,061 3.7% $0.00 0    
               
Collateral Total   1,675,659 100.0% $96.25 $155,310,960    
               
(1)Based on the underwritten rent roll dated as of November 1, 2021.

(2)The UW Gross Rent, % of Total UW Gross Rent and UW Gross Rent PSF are based on the underwritten gross rent based on the underwritten rent roll.

(3)The UW Gross Rent and UW Gross Rent PSF shown above include contractual rent steps through September 2022 totaling approximately $128,513. The lender’s underwriting gives separate credit for straight-line rent averaging for an investment grade tenant (NYU) and tenants included in a legal industry magazine listing of the largest global 200 law firms by gross revenue (K&E and Freshfields) through loan maturity. The total implied underwritten rental rate for K&E, NYU, and Freshfields, inclusive of the straight line credit, is approximately $108.46, $85.17 and $111.22 PSF, respectively. See “Cash Flow Analysis” below.

(4)Includes 600 SF of storage space.

(5)For floor 32 only, K&E has a June 30, 2027 termination option with 18 months’ notice and the payment of unamortized leasing costs. Additionally, as of February 28, 2034, K&E can terminate either its highest or lowest floor (one floor only).

(6)Includes 6,333 SF of storage space.

(7)Citibank is currently subleasing Suites 1900 and 2100 totaling 59,978 SF (3.6% of NRA).

(8)Floors 18 and 20 (59,978 SF) expire in December 2022, Floors 19 and 21 (59,978 SF) expire in August 2023, Floor 23 (29,989 SF) expires in April 2027, Floors 24 and 25 and storage space (66,311 SF) expire in April 2032. Citibank is expected to vacate the space expiring in December 2022 and August 2023.

(9)Freshfields is currently subleasing Suite 5510 totaling 15,932 SF (1.0% of NRA). As of the origination date, Freshfields was also publicly marketing the remainder of their leased space for sublet.

(10)Citadel has provided notice it intends to vacate at its lease expiration in August 2022.

(11)Siris Capital Group has the option to terminate all its space on September 30, 2027 with notice by September 30, 2026 (12 months) and the payment of unamortized leasing costs.

 

Lease Rollover Schedule(1)(2)
Year Number
of
Leases
Expiring
Net
Rentable
Area
Expiring
% of
NRA
Expiring
UW Gross
Rent
Expiring(3)
% of UW
Gross
Rent
Expiring(3)
Cumulative
Net
Rentable
Area
Expiring
Cumulative
% of NRA
Expiring
Cumulative
UW Gross
Rent
Expiring(3)
Cumulative
% of UW
Gross Rent
Expiring(3)
Vacant NAP 62,061  3.7% NAP NAP 62,061 3.7% NAP NAP   
2022 & MTM 10 204,171 12.2% $19,035,831 12.3% 266,232 15.9% $19,035,831 12.3%
2023 2 59,978 3.6% $5,264,413 3.4% 326,210 19.5% $24,300,245 15.6%
2024 1 5,724 0.3% $658,260 0.4% 331,934 19.8% $24,958,505 16.1%
2025 0 0 0.0% $0 0.0% 331934 19.8% $24,958,505 16.1%
2026 7 170,645 10.2% $19,365,584 12.5% 502,579 30.0% $44,324,089 28.5%
2027 4 119,956 7.2% $10,820,276 7.0% 622,535 37.2% $55,144,365 35.5%
2028 1 31,401 1.9% $4,747,674 3.1% 653,936 39.0% $59,892,039 38.6%
2029 0 0 0.0% $0 0.0% 653,936 39.0% $59,892,039 38.6%
2030 4 18,928 1.1% $2,331,624 1.5% 672,864 40.2% $62,223,663 40.1%
2031 2 37,789 2.3% $3,050,214 2.0% 710,653 42.4% $65,273,877 42.0%
2032 & Beyond 41 965,006 57.6% $90,037,083 58.0% 1,675,659 100.0% $155,310,960 100.0%
Total 72 1,675,659 100.0% $155,310,960 100.0%        
(1)Based on the underwritten rent roll dated as of November 1, 2021.

(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 Rollover Schedule.

(3)The UW Gross Rent Expiring, % of UW Gross Rent Expiring, Cumulative UW Gross Rent Expiring and Cumulative % of UW Gross Rent Expiring is based on the underwritten gross rent based on 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.

 

69 

 

 

Structural and Collateral Term Sheet   BMO 2022-C1
 
No. 6 – 601 Lexington Avenue

 

Cash Flow Analysis
  2018 2019 2020 9/30/2021
TTM
UW UW PSF %(1)
Base Rent $133,149,752 $135,562,062 $143,558,635 $144,061,141 $145,905,931 $87.07 96.3%
Contractual Rent Steps(2) $0 $0 $0 $0 $128,513 $0.08 0.1%
Grossed Up Vacant Space $0 $0 $0 $0 $5,489,750 $3.28 3.6%
Gross Potential Rent $133,149,752 $135,562,062 $143,558,635 $144,061,141 $151,524,194 $90.43 100.0%
Total Recoveries $13,799,300 $10,210,032 $9,414,939 $9,538,732 $10,422,946 $6.22 6.9%
Less Vacancy & Credit Loss(3) $0 $0 $0 $0 ($10,444,971) ($6.23) (6.9%)
Net Rental Income $146,949,052 $145,772,094 $152,973,574 $153,599,873 $151,502,169 $90.41 100.0%
Rent Average Benefit(2) $0 $0 $0 $0 $6,752,020 $4.03 4.5%
Other Income $1,616,466 $1,730,575 $2,517,181 $1,475,308 $1,452,145 $0.87 1.0%
Effective Gross Income $148,565,518 $147,502,669 $155,490,755 $155,075,181 $159,706,334 $95.31 105.4%
Real Estate Taxes $39,670,091 $42,193,437 $43,060,793 $41,588,994 $40,950,953 $24.44 25.6%
Insurance $569,495 $612,718 $732,213 $892,330 $1,375,389 $0.82 0.9%
Management Fee $3,006,130 $3,265,479 $3,235,326 $3,218,199 $1,000,000 $0.60 0.6%
Other Operating Expenses $18,195,642 $18,914,423 $19,523,204 $19,827,849 $21,106,886 $12.60 13.2%
Total Expenses $61,441,358 $64,986,057 $66,551,536 $65,527,372 $64,433,228 $38.45 40.3%
Net Operating Income $87,124,160 $82,516,612 $88,939,219 $89,547,809 $95,273,106 $56.86 59.7%
Capital Expenditures $0 $0 $0 $0 $418,915 $0.25 0.3%
TI / LC $0 $0 $0 $0 $2,743,708 $1.64 1.7%
Net Cash Flow $87,124,160 $82,516,612 $88,939,219 $89,547,809 $92,110,483 $54.97 57.7%
(1)% column represents percent of Net Rental Income for all revenue lines and represents percent of Effective Gross Income for the remainder of fields.
(2)Represents contractual rent steps through September 2022.
(3)The underwritten economic vacancy is 6.7%. The 601 Lexington Avenue Property was 96.3% leased as of November 1, 2021.
(4)Represents straight-line rent averaging for an investment grade tenant (NYU) and tenants included in a legal industry magazine listing of the largest global 200 law firms by gross revenue (K&E and Freshfields).

 

The Market. The 601 Lexington Avenue Property is located in Midtown Manhattan at East 53rd Street and Lexington Avenue in New York, New York. The 601 Lexington Avenue Property, which takes up the majority of a city block bounded clockwise from the west by Lexington Avenue, 54th Street, benefits from its proximity to Central Park, access to the luxury shopping corridor along Fifth and Madison Avenues, and available mass transit including the 4, 5, 6, E, M, N, R, and W subway lines. The property sits on top of a public plaza (directly connected to The Hugh food hall) that provides access to the East 53rd Street subway stop.

 

According to a third party market research report, the 601 Lexington Avenue Property is situated within the Plaza District Office submarket of the New York City Office Market. The Plaza District is not only the largest office submarket in New York City, with approximately 91 million SF of inventory, but in the United States as well. As of October 2021, the Plaza District submarket reported a 14.4% vacancy rate (and a 17.4% availability rate) and average asking rents of $86.73 PSF, gross. The appraisal identified nine directly competitive buildings totaling approximately 10.5 million SF with a 7.0% vacancy rate and average asking rents of $102.14 PSF. The appraisal concluded to market rents ranging from $80.00 to $115.00 PSF, modified gross, for the various floors of office space at the 601 Lexington Avenue Property (see table below).

 

The following table presents certain information relating to the appraisal’s market rent conclusion for the 601 Lexington Avenue Property:

 

Market Rent Summary(1)
  Office Floors 2-22 Office Floors 23-31 Office Floors 32-42 Office Floors 43-54 Office Floors 55-59
Market Rent (PSF) $80.00 $85.00 $95.00 $105.00 $115.00
Lease Term (Years) 10 10 10 15 15
Lease Type (Reimbursements) MG MG MG MG MG
Rent Increase Projection $10.00 PSF in year 6 $10.00 PSF in year 6 $10.00 PSF in year 6 $10.00 PSF in year 6 $10.00 PSF in year 6
(1)Source: 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.

 

70 

 

 

Structural and Collateral Term Sheet   BMO 2022-C1
 
No. 6 – 601 Lexington Avenue

 

The following table presents information relating to comparable office property sales for the 601 Lexington Avenue Property:

 

Comparable Property Sale Summary(1)
Property Name/Location Sale Date Year Built/Renovated Total NRA
(SF)
Occupancy Sale Price Sale Price PSF

601 Lexington Avenue

New York, NY

  1977/2021 1,675,659(2) 96.3%(2)    

Confidential Park Ave

New York, NY

Nov-2021 1994/2021 765,000 91% $750,000,000 $980.39

51 West 52nd Street

New York, NY

Nov-2021 1963/NAP 872,593 100% $960,000,000 $1,100.17

1177 Avenue of the Americas

New York, NY

Nov-2021 1987/2013 1,024,733 81% $858,500,000 $837.78

550 Washington Street

New York, NY

Sep-2021 1934/2022 1,257,529 100% $2,020,800,000 $1,606.96

220 East 42nd Street

New York, NY

Jul-2021 1930/2015 1,224,755 93% $790,100,000 $645.11

One Park Avenue

New York, NY

Jul-2021 1926/2000 947,894 99% $875,000,000 $923.10

410 Tenth Avenue

New York, NY

Dec-2020 1927/2021 634,359 98% $952,840,000 $1,502.05

1633 Broadway

New York, NY

May-2020 1972/2013 2,561,512 98% $2,400,000,000 $936.95
(1)Source: Appraisal, unless otherwise indicated.
(2)Information obtained from the underwritten rent roll dated November 1, 2021.

 

The following table presents information with respect to comparable office properties to the 601 Lexington Avenue Property:

 

Comparable Office Supply Summary(1)
Property Name/Location Total NRA (SF) Year Built/Renovated Stories Sublease SF Available % Occupied (Direct) Average
Asking
Rent

601 Lexington Avenue

New York, NY

1,675,659(1) 1977/2021 59 - 96.3%(1) $96.25(2)(3)

599 Lexington Avenue

New York, NY

1,058,805 1986/NAP 50 0 100.0% NAP

600 Lexington Avenue

New York, NY

305,472 1983/NAP 36 34,922 87.8% $90.00

55 East 52nd Street

New York, NY

1,518,210 1981/NAP 49 0 97.6% $95.00

65 East 55th Street

New York, NY

619,631 1986/NAP 38 23,708 92.9% $155.00

237 Park Avenue

New York, NY

1,243,384 1915/NAP 21 220,823 98.6% $75.00

245 Park Avenue

New York, NY

1,787,000 1966/NAP 45 93,108 89.5% $110.00

875 Third Avenue

New York, NY

750,000 1982/NAP 29 0 87.3% $80.00

277 Park Avenue

New York, NY

1,850,000 1964/NAP 51 23,163 83.2% $110.00

280 Park Avenue

New York NY

1,320,211 1968/NAP 43 27,407 100.0% NAP
(1)Source: Appraisal, unless otherwise indicated.
(2)Information obtained from the underwritten rent roll dated as of November 1, 2021.

(3)Represents Annual UW Gross Rent PSF.

 

The Borrowers. The borrowers are BP/CGCenter I LLC and BP/CGCenter II LLC, each a Delaware limited liability company and single purpose entity with two independent directors. Legal counsel to the borrower delivered a non-consolidation opinion in connection with the origination of the 601 Lexington Avenue Combination. The borrower sponsor is BP/CG Center MM LLC, an indirectly owned subsidiary of Boston Properties Limited Partnership and of Norges Bank Investment Management (“Norges”). There is no separate environmental indemnitor or non-recourse carveout guarantor with respect to the 601 Lexington Avenue Loan Combination. Boston Properties Limited Partnership, a Delaware Limited partnership (“Boston Properties” or “BPLP”) has executed a guaranty of certain reserve funds in place of posting such reserves, as described under “Escrows and Reserves” below .

 

The Borrower Sponsor. Boston Properties (NYSE: BXP) is the largest publicly traded developer, owner, and manager of Class A office properties in the United States, concentrated in five markets: Boston, Los Angeles, New York, San Francisco and Washington, DC. The company was founded in 1970 and became a public company in 1997. The company is a fully integrated real estate company, organized as a real estate investment trust (REIT), that develops, manages, operates, acquires and owns a diverse portfolio of primarily Class A office space. The company’s portfolio totals 52.5 million SF and 202 properties, including nine properties under construction or

 

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

 

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No. 6 – 601 Lexington Avenue

 

redevelopment. Boston Properties has held an ownership in interest in the 601 Lexington Avenue Property since 2001 and also controls property and leasing management.

 

Norges manages the Norwegian Government Pension Fund Global, often referred to as the Norwegian oil fund. Norges manages assets worth more than 11,000 billion kroner, or about $1.3 trillion dollars. The fund is invested in international equity and fixed-income markets and in real estate.

 

Property Management. The 601 Lexington Avenue Property is managed by Boston Properties Limited Partnership, a Delaware limited partnership.

 

Escrows and Reserves.

 

Outstanding Tenant Specific TI/LC Reserve – BPLP provided a payment guaranty in lieu of depositing $52,315,328 at closing for approved leasing expenses outstanding at the time of origination of the 601 Lexington Avenue Loan Combination.

 

Free Rent Reserve – BPLP provided a payment guaranty in lieu of depositing $8,974,469 at closing for the free rent and gap rent outstanding for six tenants at the time of origination of the 601 Lexington Avenue Loan Combination.

 

Real Estate Taxes - Upon the occurrence and continuance of a Cash Management Sweep Period (as defined below), the 601 Lexington Avenue Loan Combination documents require ongoing monthly real estate tax reserves in an amount equal to 1/12 of the real estate taxes that the lender reasonably estimates will be payable during the next 12 months. In lieu of making the monthly payments, the borrowers have the right to deliver to the lender a guaranty from BPLP (as described below under “BPLP Guaranty”) so long as BPLP’s senior unsecured credit rating is at least “BBB” by S&P and “Baa3” by Moody’s (the “BPLP Guarantor Required Rating”).

 

Insurance - Upon the occurrence and continuance of a Cash Management Sweep Period , the 601 Lexington Avenue Loan Combination documents require ongoing monthly insurance reserves in an amount equal to 1/12 of the insurance premiums that the lender estimates will be payable for the renewal of the coverage during the next 12 months; provided, however, notwithstanding any Cash Trap Event Period, the reserve will not be required if the borrowers maintain a blanket insurance policy reasonably acceptable to the lender. In lieu of making the monthly payments, the borrowers have the right to deliver to the lender a guaranty from BPLP (as described below under “BPLP Guaranty”) so long as BPLP’s senior unsecured credit rating satisfies the BPLP Guarantor Required Rating.

 

Replacement Reserve – Upon the occurrence and continuance of a Cash Management Sweep Period , the 601 Lexington Avenue Loan Combination documents require ongoing monthly replacement reserves of approximately $34,910, subject to a cap of $837,829. In lieu of making the monthly payments, the borrowers have the right to deliver to the lender a guaranty from BPLP (as described below under “BPLP Guaranty”) so long as BPLP’s senior unsecured credit rating satisfies the BPLP Guarantor Required Rating.

 

TI/LC Reserve – Upon the occurrence and continuance of a Cash Management Sweep Period , the 601 Lexington Avenue Loan Combination documents require ongoing monthly TI/LC reserves of approximately $418,915, subject to a cap of $10,053,948. In lieu of making the monthly payments, the borrowers have the right to deliver to the lender a guaranty from BPLP (as described below under “BPLP Guaranty”) so long as BPLP’s senior unsecured credit rating satisfies the BPLP Guarantor Required Rating.

 

Lockbox / Cash Management. The 601 Lexington Avenue Loan Combination documents require that the borrowers establish and maintain a lender-controlled lockbox account, which is already in-place, and direct all tenants to pay rent directly into such lockbox account. The 601 Lexington Avenue Loan Combination documents also require that all rents received by the borrowers be deposited into the lockbox account within five business days of receipt. Prior to the occurrence of a Cash Management Sweep Period , all funds on deposit in the lockbox account will be disbursed to the borrowers’ operating account. During a Cash Management Sweep Period , all funds in the lockbox account are required to be swept each business day into the cash management account controlled by the lender and, on each payment date, all funds in the cash management account are required to be applied in accordance with the 601 Lexington Avenue Loan Combination documents to make required deposits (if any) into the real estate tax and insurance reserves, to pay debt service on the 601 Lexington Avenue Loan Combination, to make required deposits (if any) into the replacement and TI/LC reserves, and to pay operating expenses set forth in the annual budget (which is required to be approved by the lender during a Cash Management Sweep Period). During a Cash Management Sweep Period, any excess cash flow remaining after satisfaction of the foregoing items is required to be swept to an excess cash flow subaccount to be held by the lender as additional security for the 601 Lexington Avenue Loan Combination; provided, however, so long as no event of default exists under the 601 Lexington Avenue Loan Combination, if amounts on deposit in the TI/LC Reserve are not sufficient to pay approved leasing expenses, then upon request of the borrowers, funds in the excess cash flow subaccount are required to be disbursed for approved leasing expenses.

 

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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A “Cash Management Sweep Period” will commence upon the earlier of the following:

 

(i)the occurrence and continuance of an event of default; or

 

(ii)the net operating income debt service coverage ratio (“NOI DSCR”) for the 601 Lexington Avenue Loan Combination falling below 1.20x at the end of any calendar quarter, commencing with the calendar quarter ending on March 31, 2022.

 

A Cash Management Sweep Period will end upon the occurrence of the following:

 

with regard to clause (i) above, the cure of such event of default; or

 

with regard to clause (ii) above:

 

(a)the NOI DSCR for the 601 Lexington Avenue Loan Combination being greater than or equal to 1.20x for one calendar quarter; or

 

(b)the borrowers delivering to the lender as additional collateral and security for the payment of the debt, (x) cash to be held as an additional reserve fund that, if applied as a prepayment of the outstanding principal balance of the 601 Lexington Avenue Loan Combination, would cause the NOI DSCR to be at least 1.20x (the “Cash Management Sweep Cure Amount”), (y) a letter of credit having an aggregate notional amount in the amount of the Cash Management Sweep Cure Amount, or (z) so long as BPLP’s senior unsecured credit rating satisfies the BPLP Guarantor Required Rating, a guaranty by BPLP in the amount of the Cash Management Sweep Cure Amount.

 

BPLP Guaranty. The borrowers have the right to deliver to the lender a guaranty (a “BPLP Guaranty”) from BPLP (in the context of the BPLP Guaranty, the “BPLP Guarantor”), in lieu of making the payments to any of the reserve accounts and in lieu of making any cash deposits as alteration security, net proceeds deficiency with respect to the restoration after a casualty or condemnation or Cash Sweep Management Sweep Cure Amount, so long as BPLP’s senior unsecured credit rating meets the BPLP Guarantor Required Rating. Additionally, the borrowers have the right to deliver to the lender a BPLP Guaranty in lieu of deposits previously made for any such purpose (whereupon, the amount so replaced would then be returned to the borrowers). The aggregate amount guaranteed under any such BPLP Guaranty (together with any cash delivered by the borrowers to the lender and/or any letter of credit delivered by the borrowers to the lender) related to any such purpose, must at all times be at least equal to the aggregate amount which the borrowers are required to have on deposit for such purpose. The aggregate amount guaranteed under any BPLP Guaranty (when aggregated with the full amount of any letter of credit and/or cash on deposit) will be reduced as the borrowers expend funds for the purposes which such funds would have otherwise been deposited in the applicable reserve account. The aggregate amount of any BPLP Guaranty (and the full amount of any letter of credit obtained by BPLP) will not at any time exceed 10.0% of the outstanding principal balance of the 601 Lexington Avenue Loan Combination, unless the borrowers deliver a new non-consolidation opinion which takes into account such BPLP guarantees and letters of credit.

 

In the event of any downgrade, withdrawal or qualification of the rating of the BPLP Guarantor by any rating agency such that the BPLP Guarantor no longer satisfies the BPLP Guarantor Required Rating, within 10 business days of such downgrade, withdrawal or qualification, the borrowers are required to either (i) deposit with the lender cash in the amount of the guaranteed obligations under each BPLP Guaranty then outstanding, and/or (ii) provide the lender with a letter of credit with a face amount equal to the guaranteed obligations under each BPLP Guaranty then outstanding.

 

Subordinate and Mezzanine Debt. The 601 Lexington Avenue Property also secures the 601 Lexington Avenue Non-Serviced Pari Passu Companion Loans, which have an aggregate Cut-off Date principal balance of $683,300,000 and the 601 Lexington Avenue Subordinate Companion Loan, which has an aggregate Cut-off Date principal balance of $276,700,000. The 601 Lexington Avenue Non-Serviced Pari Passu Companion Loans and the 601 Lexington Avenue Subordinate Companion Loan are coterminous with the 601 Lexington Avenue Mortgage Loan. The 601 Lexington Avenue Non-Serviced Pari Passu Companion Loans and 601 Lexington Avenue Subordinate Companion Loan accrue interest at the same rate as the 601 Lexington Avenue Mortgage Loan. The 601 Lexington Avenue Mortgage Loan and the 601 Lexington Avenue Non-Serviced Pari Passu Companion Loans are each pari passu in right of payment and together are senior in right of payment to the 601 Lexington Avenue Subordinate Companion Loan. The holders of the 601 Lexington Avenue Mortgage Loan, the 601 Lexington Avenue Non-Serviced Pari Passu Companion Loans and the 601 Lexington Avenue Subordinate Companion Loan have entered into a co-lender agreement which sets forth the allocation of collections on the 601 Lexington Avenue Loan Combination. See “Description of the Mortgage Pool—The Loan Combinations— The Outside Serviced Pari Passu A/B Loan Combinations—The 601 Lexington Avenue Pari Passu-A/B Loan Combination” in the preliminary prospectus.

 

Partial Release. Not permitted.

 

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. 6 – 601 Lexington Avenue

 

Ground Lease. The borrowers have an approximately 18,000 square foot ground lease from the abutting St. Peter’s Lutheran Church of Manhattan (“St. Peter’s Church”), that is in turn sub-leased to NYU. The office space (floors 2-6) is 100% leased by NYU and is being used to house NYU Langone Health. NYU is occupying a portion of the “Church Unit” condominium unit owned by St. Peter’s Church. Such portion of the condominium unit is incorporated into the office building. The borrowers are required to pay ground rent ($49.96 PSF with annual escalations of 1.5%) to St. Peter’s Church. The borrowers are required to purchase the ground leased space in 2036 for a fixed price of approximately $23.3 million.

 

Letter of Credit. None; however, a letter of credit may be provided to avoid or terminate a Cash Management Sweep Period due to clause (ii) as described above under “Lockbox and Cash Management” or in place of any amount reserved under the loan documents provided the aggregate amount of any letters of credit (together with any BPLP Guaranties) do not at any time exceed 10.0% of the outstanding principal balance of the 601 Lexington Avenue Loan Combination, unless the borrowers deliver a new non-consolidation opinion which takes into account such BPLP Guaranties and letters of credit.

 

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 – Hudson Commons

 

 

 

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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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 – Hudson Commons

 

Mortgage Loan Information   Property Information
Mortgage Loan Seller: GACC   Single Asset / Portfolio: Single Asset
Original Principal Balance(1): $40,000,000   Title: Fee (100% of Condominium)
Cut-off Date Principal Balance(1): $40,000,000   Property Type Subtype: Office – CBD
% of IPB: 3.6%   Net Rentable Area (SF): 697,960
Loan Purpose: Acquisition   Location: New York, NY
Borrower(2): FSP Hudson Commons, LLC   Year Built / Renovated: 1962/1982, 2018-2021
Borrower Sponsor(2): Fifth Street Properties, LLC   Occupancy: 72.7%
Interest Rate: 3.51250%   Occupancy Date: 12/17/2021
Note Date: 12/17/2021   4th Most Recent NOI (As of): NAV
Maturity Date: 1/6/2027   3rd Most Recent NOI (As of): NAV
Interest-only Period: 60 months   2nd Most Recent NOI (As of): NAV
Original Term: 60 months   Most Recent NOI (As of): NAV
Original Amortization Term: None   UW Economic Occupancy: 67.9%
Amortization Type: Interest Only   UW Revenues: $49,851,962
Call Protection(3): L(25),DorYM1(28),O(7)   UW Expenses: $21,059,980
Lockbox / Cash Management: Hard / Springing   UW NOI: $28,791,982
Additional Debt(1): Yes   UW NCF: $27,640,348
Additional Debt Balance(1): $265,000,000/$202,000,000   Appraised Value / Per SF: $1,030,000,000 / $1,476
Additional Debt Type(1): Pari Passu/Subordinate   Appraisal Date: 11/23/2021
         

 

Escrows and Reserves(4)   Financial Information(1)
  Initial Monthly Initial Cap     Senior Loan Loan Combination
Taxes: $0 Springing N/A   Cut-off Date Loan / SF: $437 $726
Insurance: $0 Springing N/A   Maturity Date Loan / SF: $437 $726
Replacement Reserves:                  $0 Springing N/A   Cut-off Date LTV: 29.6% 49.2%
TI/LC Reserve: $1,973,358 Springing N/A   Maturity Date LTV: 29.6% 49.2%
Other:    $41,415,853 $0 N/A   UW NCF DSCR: 2.54x 1.53x
          UW NOI Debt Yield: 9.4% 5.7%
               
 
Sources and Uses
Sources Proceeds % of Total   Uses Proceeds % of Total
Loan Combination(1) $507,000,000 46.3%   Purchase Price $1,033,000,000 94.3%
Sponsor Equity $588,044,469  53.7%   Upfront Reserves 43,389,311 4.0  
        Closing Costs 18,655,158 1.7  
Total Sources $1,095,044,469 100.0%   Total Uses $1,095,044,469 100.0%
(1)The Hudson Commons Mortgage Loan (as defined below) is part of the Hudson Commons Loan Combination (as defined below) with an original aggregate principal balance of $507,000,000. The Financial Information in the chart above reflects the Hudson Commons Senior Loan (as defined below) and the Hudson Commons Loan Combination. For additional information, see “The Loan” below.

(2)FSP Hudson Commons, LLC is the single purpose entity borrower.  The Hudson Commons Loan Combination is recourse to the single purpose entity borrowers for certain items.  There is no separate non-recourse carveout guarantor, and the mortgage borrower is the sole environmental indemnitor for the Hudson Commons Loan Combination.

(3)Defeasance or prepayment with yield maintenance of the Hudson Commons Loan Combination is permitted at any time after the earlier to occur of (a) the end of the two-year period commencing on the closing date of the securitization of the last promissory note representing a portion of the Hudson Commons Loan Combination to be securitized and (b) December 17, 2024. The assumed lockout period of 25 payments is based on the closing date of this transaction in February 2022.

(4)For a full description of Escrows and Reserves, please refer to “Escrows and Reserves” below.

 

The Loan. The seventh largest mortgage loan (the “Hudson Commons Mortgage Loan”) is part of a loan combination (the “Hudson Commons Loan Combination”) that is evidenced by six pari passu senior promissory notes in the aggregate original principal amount of $305,000,000 (collectively, the “Hudson Commons Senior Loan”) and one subordinate promissory note in the original principal amount of $202,000,000 (the “Hudson Commons Subordinate Companion Loan”). The Hudson Commons Loan Combination was originated on December 17, 2021, by DBR Investments Co. Limited (“DBRI”). The Hudson Commons Loan Combination is secured by a first priority mortgage on the borrower’s fee simple interest in an office building located in New York, New York (the “Hudson Commons Property”). The Hudson Commons Mortgage Loan is evidenced by the $40,000,000 non-controlling promissory Note A-5. The Hudson Commons Loan Combination is being serviced pursuant to the trust and servicing agreement for the COMM 2022-HC securitization trust. The Hudson Commons Senior Loan pari passu notes other than those evidencing the Hudson Commons Mortgage Loan are referred to

 

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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herein as the “Hudson Commons Non-Serviced Pari Passu Companion Loans”. See “Description of the Mortgage Pool—The Loan Combinations— The Outside-Serviced Pari Passu A/B Loan Combinations—The Hudson Commons Pari Passu-A/B Loan Combination” and “Pooling and Servicing Agreement—Servicing of the Non-Serviced Mortgage Loans” in the prospectus.

 

The Hudson Commons Loan Combination has a 5-year interest-only term and accrues interest at a rate equal to 3.51250% per annum.

 

Loan Combination Summary
Note Original Balance Cut-off Date Balance   Note Holder Controlling Piece
A-5 $40,000,000 $40,000,000   BMO 2022-C1 No
A-1, A-2, A-3, A-4, A-6 $265,000,000 $265,000,000   COMM 2022-HC No
Total Senior Loan $305,000,000 $305,000,000      
B-1 $202,000,000 $202,000,000   COMM 2022-HC Yes
Total $507,000,000 $507,000,000      
             

The Property. The Hudson Commons Property is a 697,960 square foot office property located on the entire eastern block front of Ninth Avenue between 34th and 35th streets in Midtown Manhattan, New York, New York. The Property was initially built in 1962 and was renovated in 1982 and again between 2018 and 2021 by a joint venture between Cove Property Group LLC and The Baupost Group LLC (the “Seller”). Renovations of more than $800.0 million consisted of upgrading and reinforcing the existing structure, in addition to constructing an additional 18-story, 304,301 square foot glass tower to be leased as office space directly above the existing structure. The original podium, with floor plates between 48,297 square feet and 50,319 square feet, was renovated and redeveloped into flexible, open floor plates with new and expanded windows, which allow for more light and air into the office space. The recently constructed tower features floor plates ranging from 16,178 square feet to 25,998 square feet and has 14-foot slab heights, floor-to-ceiling windows, and individual outdoor terraces on almost every level.

 

The Property is LEED Platinum and one of only four office buildings in all of Manhattan, New York to earn Platinum for core and shell (along with 1 Vanderbilt, 10 Hudson Yards and 1 Bryant Park). The Property is split into two condominium units that both serve as collateral for the Loan Combination: the original 9-story podium base and the additional 17-story glass tower. The Hudson Commons Property is currently 72.7% leased to six tenants including: Peloton (48.1% NRA / 67.3% underwritten base rent / LXD: December 2035), Lyft (14.4% NRA / 19.0% underwritten base rent / LXD: November 2029), Ovid Therapeutics (2.7% NRA / 5.0% underwritten base rent / LXD: September 2032(1)), True Talent Advisory (2.5% NRA / 4.4% underwritten base rent / LXD: December 2032(1)), Brevet Capital (2.3% NRA / 4.1% underwritten base rent / LXD: August 2030), and In Common Coffee (0.2% NRA / 0.1% underwritten base rent / LXD: October 2036). No tenant’s lease expires within the Loan Combination’s five-year loan term.

 

COVID-19 Update. As of January 5, 2022, the Hudson Commons Property was open and operating. The borrower sponsor reported that no tenants have requested relief or abatements.

 

Major Tenants.

 

Peloton (335,823 SF, 48.1% NRA, 67.3% underwritten base rent, 12/31/2035 expiration). Peloton is the leading interactive fitness platform in the world with a loyal community of more than 6.2 million members. The company pioneered connected, technology-enabled fitness, and the streaming of immersive, instructor-led boutique classes for its members. Founded in 2012 and headquartered in New York City, Peloton has a growing number of retail showrooms across the US, UK, Canada, Germany and Australia. Peloton is publicly traded on the NASDAQ and had an approximate market capitalization of $11.0 billion as of January 6, 2022. Peloton has a one-time contraction option with respect to certain of its premises effective December 31, 2030, by providing at least 15 months’ prior written notice and making a termination payment equal to the amount of principal remaining unpaid at a rate of landlord's transaction costs at a rate of 10% per annum compounding monthly. Peloton invested approximately $500 PSF ($167.9 million) of their own capital in their space, demonstrating its long-term commitment to the Hudson Commons Property.

 

Lyft (100,638 SF, 14.4% of NRA; 19.0% of underwritten base rent, 11/30/2029 expirations). Founded in 2012, Lyft is the 2nd largest ridesharing company in the nation, operating in over 640 cities in the United States and 12 cities in Canada. Lyft the right to terminate its lease effective December 1, 2026, by (i) providing 18-months’ notice, and (ii) paying an early termination fee equal to approximately $6,490,125 ($64.49 PSF). Lyft invested approximately $175 PSF ($17.6 million) of their own capital in their space, demonstrating its long-term commitment to the Hudson Commons Property.

 

Ovid Therapeutics (19,143 SF; 2.7% of NRA; 5.0% of underwritten base rent, 9/30/2032 expiration). Ovid Therapeutics Inc. (“Ovid”) is a New York-based biopharmaceutical company using its BoldMedicine® approach to develop medicines that improve the lives of patients with neurological disorders. Ovid seeks to couple deep CNS experience with emerging advances in genetics and the pathways of the brain to build a leading, next-generation neuroscience pipeline. The Hudson Commons Property will serve as Ovid’s national headquarters.

 

True Talent Advisory (17,629 SF; 2.5% of NRA; 4.4% of underwritten base rent; 12/31/2032 expiration). The True platform is a global suite of products and services driving the intelligence behind talent management. True consists of four business units: True Search,

 

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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Thrive, Synthesis and AboveBoard. The company was founded in 2012 and has reported more than 250 employees and more than 2000 clients worldwide. It has been recognized by Forbes as one of America’s Best Executive Recruiting Firms (2018) and named one of Inc. Magazine’s Best Workplaces in 2021. The company reported that it increased revenue by 9% in 2020 and accelerated search volume by 43% from Q4 2020 to Q1 2021.

 

Brevet Capital (16,178 SF; 2.3% of NRA; 4.1% of underwritten base rent, 8/31/2030 expiration). Brevet Capital is a leading credit investment and specialty finance firm with a focus on the government sector. Since its founding over 20 years ago, the firm has advised and structured more than $20 billion of transactions. The Hudson Commons Property serves as Brevet’s global headquarters after relocating from Park Avenue.

 

Environmental. According to a Phase I environmental assessment dated November 23, 2021, there was no evidence of any recognized environmental conditions at the Hudson Commons Property.

 

Historical and Current Occupancy(1)
2018 2019 2020 Current(2)
NAV NAV NAV 72.7%
  (1)Historical Occupancies are unavailable because the Property is recently renovated

  (2)Current Occupancy is as of December 17, 2021.

 

Tenant Summary(1)
Tenant Ratings
Moody’s/Fitch/S&P
Net Rentable Area (SF) % of
Total NRA
UW Base Rent PSF(2)(3) UW Base Rent(2)(3) % of Total
UW Base Rent(2)
Lease
Expiration Date
Peloton(4) NR/NR/NR 335,823 48.1% $92.22 $30,969,018 67.3% 12/31/2035
Lyft(5) NR/NR/NR 100,638 14.4% $87.00 8,755,506 19.0 11/30/2029
Ovid Therapeutics(6) NR/NR/NR 19,143 2.7% $121.00 2,316,303 5.0 9/30/2032(3)
True Talent Advisory(7) NR/NR/NR 17,629 2.5% $116.00 2,044,964 4.4 12/31/2032(3)
Brevet Capital NR/NR/NR 16,178 2.3% $116.00 1,876,648 4.1 8/31/2030
In Common Coffee - (9th Avenue) NR/NR/NR 1,105 0.2% $54.30 60,002 0.1 10/31/2036
               
Subtotal / Wtd. Avg.   490,516 70.3% $93.82 $46,022,441 100.0%  
Other Tenants(8)   16,971 2.4%        
               
Vacant Space   190,473 27.3%        
               
Collateral Total   697,960 100.0% $93.82(9) $46,022,441    
               
(1)Based on the underwritten rent roll dated December 17, 2021.

(2)The Annual UW Gross Rent, % of Total Annual UW Gross Rent and Annual UW Gross Rent PSF are based on the underwritten gross rent based on the underwritten rent roll.

(3)Based on the underwritten rent roll but pending lease commencement. Once a lease commencement date is finalized, the expiration date will be 10 years from that date.

(4)Peloton is in occupancy of their fifth floor space but not yet paying rent

(5)Lyft has a one-time termination option as of 12/1/2026, which has to be exercised by 6/1/2024.

(6)Ovid has not taken occupancy of their space with delivery expected in late January or early February. Ovid has not commenced paying rent and has 10 months free rent following delivery.

(7)True Talent Advisory has not taken occupancy of their space with delivery expected in late January or early February. True Talent has not commenced paying rent and has 13 months free rent following delivery.

(8)Other Tenants is inclusive of the amenity space and the parking lease

(9)Total UW Base Rent PSF excludes non-revenue 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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Lease Rollover Schedule(1)
Year Number of Leases Expiring Net Rentable Area Expiring % of NRA Expiring UW Base Rent Expiring(2) % of UW Base Rent Expiring Cumulative Net Rentable Area Expiring Cumulative % of NRA Expiring Cumulative UW Base Rent Expiring(2) Cumulative % of UW Base Rent Expiring
Vacant 0 190,473 27.3% $0 0.0%  190,473 27.3% $0 0.0%
2022 & MTM 0 0 0.0% $0 0.0% 190,473 27.3% $0 0.0%
2023 0 0 0.0% $0 0.0% 190,473 27.3% $0 0.0%
2024 0 0 0.0% $0 0.0% 190,473 27.3% $0 0.0%
2025 0 0 0.0% $0 0.0% 190,473 27.3% $0 0.0%
2026 0 0 0.0% $0 0.0% 190,473 27.3% $0 0.0%
2027 0 0 0.0% $0 0.0% 190,473 27.3% $0 0.0%
2028 0 0 0.0% $0 0.0% 190,473 27.3% $0 0.0%
2029 1 100,638 14.4% $8,755,506 19.0% 291,111 41.7% $8,755,506 19.0%
2030 1 16,178 2.3% 1,876,648  4.1% 307,289 44.0% $10,632,154 23.1%
2031 0 0 0.0% $0 0.0% 307,289 44.0% $10,632,154 23.1%
2032 & Beyond(3) 5 390,671 56.0% $35,390,287 76.9% 697,960 100.0% $46,022,441 100.0%
Total 7 697,960 100.0% 46,022,441  100.0%         
(1)Based on the underwritten rent roll dated December 17, 2021.

(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 Rollover Schedule.

(3)2032 & Beyond includes the amenity space and the parking lease.

 

Cash Flow Analysis
   UW  UW PSF  %(2)
Base Rent  $46,022,441  $65.94  92.3%
Contractual Rent Steps(2)  231,674  $0.33  0.5%
Grossed Up Vacant Space  $23,615,922  $33.84  47.4%
Total Recoveries  $2,989,887  $4.28  6.0%
Other Income  $607,960  $0.87  1.2%
Less Vacancy & Credit Loss(3) 

($23,615,922)

 

($33.84)

 

(47.4%)

Effective Gross Income  $49,851,962  $71.43  100.0%
Real Estate Taxes  $10,434,288  $14.95  20.9%
Insurance  $463,788  $0.66  0.9%
Management Fee  $1,000,000  $1.43  2.0%
Other Operating Expenses 

9,161,904

 

$13.13

 

18.4%

Total Expenses  $21,059,980  $30.17  42.2%
Net Operating Income  $28,791,982  $41.25  57.8%
Capital Expenditures  $104,694  $0.15  0.2%
TI/LC 

$1,046,940

 

$1.50

 

2.1%

Net Cash Flow  $27,640,348  $39.60  55.4%
(1)% based on Effective Gross Income.

(2)Represents contractual rent steps through December 2022.

(3)The underwritten economic vacancy is 32.1%. The Hudson Commons Property was 72.7% leased as of December 17, 2021.

 

The Market. The Hudson Commons Property is located in Midtown Manhattan at West 34th street and 9th Avenue in New York, New York. The Hudson Commons Property is located in the Penn Plaza/Garment District Submarket, access to Penn station, and available mass transit including the 1, 2, 3, A, C, E, R, and W subway lines.

 

The Penn Plaza/Garment District Submarket contains more than 80 million square feet of office space, and is located within the broader Midtown West office district. The area is home to demand drivers such as Penn Station, Madison Square Garden, and The High Line. More recently, Hudson Yards, a $25 billion mixed-use development on the submarket’s Far West Side, has been a critical attraction in the area creating a luxury live-work-play community that is home to a host of tech and finance firms, and attracting further development taking advantage of local rezoning efforts. Though leasing activity in the submarket has been muted following the onset of the COVID-19 pandemic, demand for the yet-to-deliver towers in Hudson Yards remains robust, mitigating the impact on supply of nearly 10 million square feet of space under construction.

 

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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The following table presents information relating to comparable office property sales for the Hudson Commons Property:

 

Comparable Property Sale Summary(1)
Property Name/Location Sale Date Year Built/Renovated Total NRA (SF) Occupancy Sale Price Sale Price PSF

Hudson Commons Property

New York, NY

  1962/1982, 2018-2021 697,960(2) 72.7%(2)    

51 West 52nd Street

New York, NY

Sep-2021 1963/2017 892,777 97.2% $760,000,000 $851.28

1177 Avenue of the Americas

New York, NY

Sep-2021 1992/2014 1,021,297 92.9% $858,500,000 $840.60

860 Washington Street

New York, NY

Jan-2021 2016/NAP 117,230 93.0% $232,000,000 $1,979.02

330 Madison Avenue

New York, NY

Dec-2019 1963/2011 855,154 96.0% 882,000,000 $1,031.39

One Park Avenue

New York, NY

Aug-2021 1925/2016 944,539 98.0% $875,000,000 $926.38

410 Tenth Avenue

New York, NY

Dec-2020 1927/2020 638,797 99.0% $952,500,000 $1,491.08
(1)Source: Appraisal.

(2)Information obtained from the underwritten rent roll dated December 17, 2021.

 

The following table presents information with respect to comparable office properties to the Hudson Commons Property:

 

Comparable Office Supply Summary(1)
Property Name/Location Office Area Year Built/Renovated Stories Sublease SF Available % Occupied (Direct) Average Asking Rent

Hudson Commons Property

New York, NY

697,960(1) 1962/1982, 2018-2021 25 - 72.7% $93.82(2)(3)

One Manhattan West

New York, NY

2,077,557 2019 67 96,704 93.8% $129.00

10 Hudson Yards

New York, NY

1,745,000 2016 52 0 98.1% $135.00

Five Manhattan West

New York, NY

1,800,000 1969/2017 15 122,457 100.0% NAP

410 Tenth Avenue

New York, NY

521,994 1927/2021 21 75,704 100.0% NAP

55 Hudson Yards

New York, NY

1,418,770 2018 51 0 99.0% $155.00

35 Hudson Yards

New York, NY

85,000 2019 72 0 100.0% NAP

390 Ninth Avenue

New York, NY

730,000 2021 5 0 100.0% NAP

30 Hudson Yards

New York, NY

2,600,000 2019 92 0 100.0% NAP

250 West 34th Street

New York NY

2,072,136 1972/1995 56 166,882 84.2% $105.00
(1)Source: Appraisal

(2)Information obtained from the underwritten rent roll dated December 17, 2021.

(3)Represents underwritten base rent.

 

The Borrower. The borrower is FSP Hudson Commons, LLC, a Delaware limited liability company and single purpose entity with two independent directors. Legal counsel to the borrower delivered a non-consolidation opinion in connection with the origination of the Hudson Commons Loan Combination.

 

The Borrower Sponsor. The borrower sponsor is Fifth Street Properties, LLC, a joint venture between CalPERS (99.7% ownership interest) and CommonWealth Pacific, LLC (0.3% ownership interest). CalPERS (otherwise known as California Public Employees’ Retirement System) is reported to be the largest public pension fund in the United States (based on assets under management) and manages pension and health benefits for more than 1.6 million California public employees, retirees, and their families. As of December 15th, 2021, CalPERS had over $495 billion in assets under management. CommonWealth Partners is a privately held, vertically integrated real estate investment, development and management firm based in Los Angeles, with offices across the United States. CWP has executed over $13 billion of transactions in partnerships with CalPERS, beginning in 1998. Currently, CWP manages a portfolio valued in excess of $9 billion and is CalPERS’ exclusive partner for domestic, core office investment and has been designated as one of only five strategic partners for CalPERS’ overall real estate program.

 

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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Property Management. The Hudson Commons Property is managed by Commonwealth Partners Management Services, L.P., which entered into a sub-management agreement with CWP-NYC Property Management Services, L.P., a Delaware limited partnership.

 

Escrows and Reserves.

 

Real Estate Taxes - Upon the occurrence and continuance of a Trigger Period, the Hudson Commons Loan Combination documents require ongoing monthly real estate tax reserves in an amount equal to 1/12 of the real estate taxes that the lender reasonably estimates will be payable during the next 12 months.

 

Insurance - During a Trigger Period, the borrower is required to deposit into an insurance reserve, on a monthly basis, 1/12 of estimated insurance premiums, unless an acceptable blanket policy is in effect. As of the origination date, an acceptable blanket policy was in place.

 

Replacement Reserve – Upon the occurrence and continuance of a Trigger Period, the borrower is required to deposit into a capital expenditures reserve, on a monthly basis, $11,632.67, for payment of capital expenditures.

 

TI/LC Reserve – At closing, the borrower deposited the following into an upfront reserve: (i) $33,526,541.66 into an TI/LC reserve for future leasing, (ii) $7,889,311.33 into a free rent reserve and (iii) $1,973,458.34 into a TI/LC reserve for existing leases. Upon the occurrence and continuance of a Trigger Period, the borrower is required to deposit into a rollover reserve, on a monthly basis, $87,245.00, for payment of tenant improvement costs and leasing expenses for future leases.

 

Lockbox / Cash Management. The Hudson Commons Loan Combination is structured with a hard lockbox and springing cash management during a Trigger Period (as defined below). At origination, a clearing account controlled by the lender (the “Clearing Account”) was established by the borrower, into which all rents, revenues and receipts from the Hudson Commons Property are required to be deposited directly by the tenants (with respect to rents) or otherwise by the property manager. If no Trigger Period exists, the funds in the Clearing Account will be swept on each business day into borrower’s operating account and, if a Trigger Period exists, such funds will be swept on each business day into a deposit account controlled by the lender (the “CMA”) at a financial institution selected by the lender.

 

A “Trigger Period” will commence upon the following: (i) the occurrence of an event of default under the Hudson Commons Loan Combination until cured or waived in writing by the lender, (ii) the commencement of a Low Debt Yield Period until the Low Debt Yield Period (as defined below) has ended, (iii) the commencement of a Lease Sweep Period (defined in the Hudson Commons Loan Combination documents) until such Lease Sweep Period is cured.

 

A “Low Debt Yield Period” will commence if, as of the last day of any calendar quarter, the debt yield is less than (a) 4.75% for two consecutive calendar quarters prior to the second anniversary of the first monthly payment date and will end if the debt yield is at least 4.75% for two consecutive calendar quarters, (b) 5.0% for two consecutive calendar quarters on or after the second anniversary of the first monthly payment date but prior to the third anniversary of the first monthly payment date and will end if the debt yield is at least 5.0% for two consecutive calendar quarters and (c) 6.0% for two consecutive calendar quarters on or after the third anniversary of the first monthly payment date and will end if the debt yield is at least 6.0% for two consecutive calendar quarters, in each case as reasonably determined by lender.

 

Subordinate and Mezzanine Debt. The Hudson Commons Property also secures the Hudson Commons Non-Serviced Pari Passu Companion Loans, which have an aggregate Cut-off Date principal balance of $265,000,000 and the Hudson Commons Subordinate Companion Loan, which has a Cut-off Date principal balance of $202,000,000. The Hudson Commons Non-Serviced Pari Passu Companion Loans and the Hudson Commons Subordinate Companion Loan are coterminous with the Hudson Commons Mortgage Loan. The Hudson Commons Non-Serviced Pari Passu Companion Loans and Hudson Commons Subordinate Companion Loan accrue interest at the same rate as the Hudson Commons Mortgage Loan. The Hudson Commons Mortgage Loan and the Hudson Commons Non-Serviced Pari Passu Companion Loans are each pari passu in right of payment and together are senior in right of payment to the Hudson Commons Subordinate Companion Loan. The holders of the Hudson Commons Mortgage Loan, the Hudson Commons Non-Serviced Pari Passu Companion Loans and the Hudson Commons Subordinate Companion Loan have entered into a co-lender agreement which sets forth the allocation of collections on the Hudson Commons Loan Combination. See “Description of the Mortgage Pool—The Loan Combinations— The Outside Serviced Pari Passu A/B Loan Combinations—The Hudson Commons Pari Passu-A/B Loan Combination”.

 

Partial Release. 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.

 

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(GRAPHIC) 

 

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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(GRAPHIC) 

 

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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Mortgage Loan Information   Property Information
Mortgage Loan Seller: SMC   Single Asset / Portfolio: Portfolio
Original Principal Balance(1): $40,000,000   Title(3): Fee / Leasehold
Cut-off Date Principal Balance(1): $40,000,000   Property Type – Subtype(4): Various – Various
% of IPB: 3.6%   Net Rentable Area (SF)(4): 2,694,627
Loan Purpose: Refinance   Location: Detroit, Michigan
Borrowers(2): Various   Year Built / Renovated(4): Various / Various
Borrower Sponsor: Bedrock Detroit   Occupancy(5): 88.7%
Interest Rate: 3.77800%   Occupancy Date: Various
Note Date: 12/28/2021   4th Most Recent NOI (As of): $42,141,735 (December 31, 2018)
Maturity Date: 1/1/2029   3rd Most Recent NOI (As of): $47,208,742 (December 31, 2019)
Interest-only Period: 84 months   2nd Most Recent NOI (As of): $54,095,059 (December 31, 2020)
Original Term: 84 months   Most Recent NOI (As of): $55,595,704 (TTM September 30, 2021)
Original Amortization Term: None   UW Economic Occupancy: 87.7%
Amortization Type: Interest Only   UW Revenues: $97,560,449
Call Protection: L(25),YM1(55),O(4)   UW Expenses: $39,136,450
Lockbox / Cash Management: Hard (Commercial); Springing (Residential) / Springing   UW NOI: $58,423,999
Additional Debt(1): Yes   UW NCF: $54,409,505
Additional Debt Balance(1): $390,000,000   Appraised Value / Per SF: $724,300,000 / $269
Additional Debt Type(1): Pari Passu   Appraisal Date: Various
         

 

Escrows and Reserves(6)   Financial Information(1)
  Initial Monthly Initial Cap   Cut-off Date Loan / SF:   $160
Taxes: $1,696,002 $424,000 N/A   Maturity Date Loan / SF:   $160
Insurance: $0 Springing N/A   Cut-off Date LTV:   59.4%
Replacement Reserves: $62,336 $62,336 $1,469,568   Maturity Date LTV:   59.4%
TI/LC: $280,690 $280,690 $5,000,000   UW NCF DSCR:   3.30x
Other: $9,362,153 $0 N/A   UW NOI Debt Yield:   13.6%
               
 
Sources and Uses
Sources Proceeds % of Total   Uses Proceeds % of Total
Loan Combination(1) $430,000,000 100.0%   Payoff Existing Debt $331,057,990 77.0%
        Principal Equity Distribution 83,185,780 19.3  
        Upfront Reserves 11,401,181 2.7  
        Closing Costs 4,355,049 1.0  
Total Sources $430,000,000 100.0%   Total Uses $430,000,000 100.0%
                     
(1)The Bedrock Portfolio Mortgage Loan (as defined below) is part of a Loan Combination evidenced by 10 pari passu notes with an aggregate original principal balance of $430 million (the “Bedrock Portfolio Loan Combination”). The financial information presented in the chart above reflects the Cut-off Date balance of the $430 million Bedrock Portfolio Loan Combination.

(2)The borrowers of the Bedrock Portfolio Mortgage Loan are Michigan Parking Co LLC, 419 Fort Street LLC, 1001 Brush Street LLC, 1001 Webward LLC, One Webward Avenue LLC, 719 Griswold Associates LLC, 660 Woodward Associates LLC, 1234 Library LLC, 600 Webward Avenue LLC, 611 Webward Avenue LLC, 1505 Webward LLC, 1520 Webward Avenue LLC, Corktown Lofts LLC and WWA Parking LLC.

(3)The property located at One Woodard Avenue (the “One Woodward Property”) is subject to a ground lease expiring in April 2040.

(4)The Bedrock Portfolio Loan Combination is secured by the borrowers’ fee or leasehold interests in seven office buildings, five parking garages and two mixed-use properties that were built between 1913 and 2013. Each Mortgaged Property within the portfolio was renovated between 2010 and 2019. See “Portfolio Summary” table herein.

(5)Occupancy represents occupancy for office and retail space in the Bedrock Portfolio.

(6)For a full description of Escrows and Reserves, please refer to “Escrows and Reserves” below.

 

The Loan. The eight largest mortgage loan is secured by a first mortgage lien on the borrowers’ fee or leasehold (with respect to the One Woodward property) interests in a portfolio of office, mixed use and parking garage properties located in the Detroit, Michigan central business district (the “Bedrock Portfolio Properties”). The Bedrock Portfolio Loan Combination was co-originated by Starwood Mortgage Capital LLC and JPMorgan Chase Bank, National Association (“JPM”). The Bedrock Portfolio Loan Combination has an outstanding principal balance as of the Cut-off Date of approximately $430 million and is comprised of 10 pari passu notes. The non-controlling Note A-2-1, with an aggregate original principal balance of $40,000,000, will be included in the BMO 2022-C1 securitization trust. The Bedrock Portfolio Loan Combination will be serviced pursuant to the pooling and servicing agreement for the Benchmark 2022-B32 securitization trust (the “Bedrock Portfolio Mortgage Loan”). The remaining notes are expected to be contributed to one or more future 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.

 

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trusts or may otherwise be transferred at any time. See “Description of the Mortgage Pool—The Loan Combinations—The Outside Serviced Pari Passu Loan Combinations” and “The Pooling and Servicing Agreement” in the Preliminary Prospectus. The Bedrock Portfolio Loan Combination has a seven-year term and is interest only for the entire loan term.

 

Loan Combination Summary
Note Original Balance Cut-off Date Balance Note Holder Controlling Piece
A-1-1 $125,000,000 $125,000,000 Benchmark 2022-B32 Yes
A-1-2 $50,000,000 $50,000,000 JPM No
A-1-3 $50,000,000 $50,000,000 JPM No
A-1-4 $50,000,000 $50,000,000 JPM No
A-1-5 $30,000,000 $30,000,000 JPM No
A-1-6 $39,000,000 $39,000,000 JPM No
A-2-1 $40,000,000 $40,000,000 BMO 2022-C1 No
A-2-2 $26,000,000 $26,000,000 Starwood Mortgage Funding II LLC No
A-2-3 $10,000,000 $10,000,000 Starwood Mortgage Funding II LLC No
A-2-4 $10,000,000 $10,000,000 Starwood Mortgage Funding II LLC No
Total $430,000,000 $430,000,000    

 

The Properties. The Bedrock Portfolio Properties consists of seven office buildings with ground floor retail (2,529,041 square feet; 80.7% of underwritten net cash flow), five parking garages (5,036 stalls; 16.1% of underwritten net cash flow) and two mixed-use multifamily buildings (53 units; 3.1% of underwritten net cash flow). The Bedrock Portfolio Properties are located in Downtown Detroit and are accessible via the I-75, I-94 and I-96 expressways in addition to other major roadways. The Bedrock Portfolio Properties benefits from diversity across a cross-collateralized portfolio encompassing several commercial and residential uses, in addition to a tenant mix representing a wide array of industries. A number of trophy office assets are included in the Bedrock Portfolio Properties, which includes historic rehabilitations of landmark buildings, as well as state of the art ground up construction. The Bedrock Portfolio Properties represent a critical mass of CBD Class A office inventory, comprising a large share of the overall submarket.

 

As of November 10, 2021, the Bedrock Portfolio office properties were 91.2% leased to a diverse array of institutional quality tenancy, including several borrower-sponsor affiliated publicly traded entities. Dan Gilbert-affiliated and/or controlled entities including Quicken Loans, Amrock, Inc. and Bedrock Management Services LLC account for approximately 58.0% of underwritten base rent.

 

Collectively, the five parking garages drive approximately 16.1% of underwritten net cash flow. The parking garage component features a combination of long-term parking leases (37.8% of total parking garage revenue), month-to-month leases (22.6% of total parking garage revenue), transient parking (9.4% of total parking garage revenue), as well as contractual parking leases associated with on-site parking at the office properties (30.2% of total parking garage revenue). The parking garages benefit from high demand for parking in the Detroit central business district, with an average monthly utilization (occupancy) of 124.5% on leased and month-to-month parking spaces (not including transient parking) as of the third quarter of 2021. Utilization has averaged 122.8% since Q1 2019. Due to the lack of publicly available transportation historically driven in part by resistance from the motor vehicle industry, Detroit has functioned primarily on personal car transportation which continues to benefit the garages in the Bedrock Portfolio Properties.

 

Portfolio Summary
Property Name Property Type / Subtype Year Built / Renovated SF / Stalls / Units Allocated Loan Combination Cut-off Date Balance % of Allocated Loan Combination Cut-off Date Balance Appraised Value % of Appraised Value UW NCF % of UW NCF
First National Building Office / CBD 1921 / 2010 800,119 / 427 / - 99,140,800 23.1% $162,000,000 22.4% $14,276,324 26.2%
The Qube Office / CBD 1958 / 2011 522,702 / - / - 63,038,000 14.7% 103,000,000 14.2% $8,693,152 16.0%
Chrysler House Office / CBD 1919 / 2013 343,488 / 924 / - 49,278,000 11.5% 83,000,000 11.5% $6,142,746 11.3%
1001 Woodward Office / CBD 1965 / 2013 319,039 / 731 / - 48,959,800 11.4% 80,000,000 11.0% $6,887,443 12.7%
One Woodward Office / CBD 1962 / 2013 370,257 / 90 / - 35,492,200 8.3% 58,000,000 8.0% $5,096,070 9.4%
The Z Garage Other / Parking Garage 2013 / 2015-2016 40,227 / 1,351 / - 29,007,800 6.7% 53,000,000 7.3% $2,078,882 3.8%
Two Detroit Garage Other / Parking Garage 2002 / 2015-2016 - / 1,106 / - 21,955,800 5.1% 37,000,000 5.1% $2,928,886 5.4%
1505 & 1515 Woodward Office / CBD 1925 / 2018 141,741 / - / - 20,777,600 4.8% 35,000,000 4.8% $2,454,589 4.5%
1001 Brush Street Other / Parking Garage 1993 / 2015-2016 38,519 / 1,309 / - 17,535,400 4.1% 32,000,000 4.4% $1,683,875 3.1%
The Assembly Mixed Use / Multifamily / Office / Retail 1913 / 2019 81,147 / 50 / 32 13,717,000 3.2% 23,100,000 3.2% $1,334,926 2.5%
419 Fort Street Garage Other / Parking Garage 2005 / 2015-2016 - / 637 / - 12,470,000 2.9% 21,000,000 2.9% $1,584,990 2.9%
Vinton Mixed Use / Multifamily/Retail 1917 / 2018 5,693 / - / 21 7,525,000 1.8% 17,500,000 2.4% $377,823 0.7%
1401 First Street Other / Parking Garage 1976 / 2017 - / 633 / - 7,421,800 1.7% 13,500,000 1.9% $502,080 0.9%
Lane Bryant Building Office / CBD 1917 / 2018 31,695 / - / - 3,680,800 0.9% 6,200,000 0.9% $367,719 0.7%
Total     2,694,627 / 7,258 / 53 $430,000,000 100.0% $724,300,000 100.0% $54,409,505 100.0%

 

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.

 

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Historical Parking Utilization(1)
Parking Garages Stalls Q1 2019 Q2 2019 Q3 2019 Q4 2019 Q1 2020 Q2 2020 Q3 2020 Q4 2020 Q1 2021 Q2 2021 Q3 2021 Average
1001 Brush Street 1,309 119.3% 118.6% 120.8% 119.0% 131.5% 127.1% 129.3% 122.7% 116.7% 91.5% 129.3% 120.5%
1401 First Street 633 147.9% 131.3% 130.3% 133.3% 107.7% 92.1% 80.9% 79.8% 76.8% 78.5% 80.9% 103.6%
419 Fort Street Garage 637 106.4% 109.6% 122.8% 120.1% 152.9% 163.7% 167.7% 153.4% 146.2% 142.1% 167.7% 141.1%
The Z Garage 1,351 119.3% 119.0% 120.0% 117.6% 125.7% 119.0% 112.2% 107.8% 101.1% 115.2% 112.2% 115.4%
Two Detroit Garage 1,106 119.0% 119.9% 120.8% 120.2% 122.9% 127.3% 134.2% 146.8% 162.6% 177.3% 134.2% 135.0%
Total / Wtd. Avg. 5,036 121.2% 119.4% 122.0% 120.8% 127.8% 125.2% 124.5% 122.5% 121.3% 121.4% 124.5% 122.8%
(1)Historical parking utilization above 100% is attributable to transient parking allowing for a single space to be occupied by multiple users in a given day.

 

COVID-19 Update. As of January 1, 2022, the Bedrock Portfolio Properties are open and operating. No tenants are currently subject to rent abatements in connection with COVID-19. As of January 1, 2022, the Bedrock Portfolio Loan Combination is not subject to any modification or forbearance requests. The first payment date is scheduled for February 1, 2022. See “Risk Factors—Special Risks—The Coronavirus Pandemic Has Adversely Affected the Global Economy and May Adversely Affect the Performance of the Mortgage Loans” in the Preliminary Prospectus.

 

Major Tenants.

 

Quicken Loans Inc. (905,935 square feet; 33.6% of portfolio NRA; 39.5% of underwritten base rent). Quicken Loans Inc. (“Quicken Loans”) was founded in 1985 and markets conventional, government insured and sub-prime debt consolidation and home financing loans, secured primarily by first or second mortgages on one-to four-family, owner-occupied residences. Quicken Loans originates loans through 18 stores and branches, one call center and an Internet site. During the third quarter of 2021, Quicken Loans originated approximately $88 billion of mortgage loans and generated net income of approximately $1.4 billion. Quicken Loans rebranded in July 2021 and is now known as Rocket Mortgage. Quicken Loans leases space in five buildings with staggered lease expiration dates, including (i) 183,664 square feet expiring in August 2023 for which it has two, five-year renewal options, (ii) 122,475 square feet expiring in April 2024 for which it has two, three-year renewal options, (iii) 15,602 square feet expiring in October 2025 for which it has no renewal options, (iv) 407,050 square feet expiring in July 2028 for which it has three, five-year renewal options, (v) 21,124 square feet expiring in January 2030 for which it has two, five-year renewal options and (vi) 156,020 square feet expiring in March 2032 for which it has, two, five-year renewal options. Quicken Loans has no remaining termination options. Dan Gilbert, an affiliate of the borrower sponsor, has voting control in the parent company of Rocket Mortgage as a preferred shareholder.

 

Amrock, Inc (424,486 square feet; 15.8% of portfolio NRA; 16.7% of underwritten base rent). Amrock, Inc (“Amrock”) was founded in 1997 and provides title insurance, property valuations, and settlement services in the United States. Amrock offers residential solutions for a range of settlement services and products, including defined process work flows and data integrations; commercial title insurance coverages; valuation products and services through a network of residential real estate appraisers; title and settlement services in the state of Connecticut; escrow and closing services in the state of Washington; and ATLAS, a technology platform that supports title and settlement service platform, as well as allows a client to manage preferences, prioritize orders, and work flows. Amrock serves Fortune 100 companies and residential mortgage lenders, as well as residential lending institutions and smaller community-based lenders. Amrock has two, five-year renewal options and no termination options. Amrock is affiliated with Dan Gilbert and the borrower sponsor. Quicken Loans and Amrock are subsidiaries of Rocket Mortgage Companies (NYSE:RKT) (“Rocket Mortgage”), founded and controlled by Dan Gilbert, which announced its IPO in the summer of 2020. Rocket Mortgage engages in the tech-driven real estate, mortgage and eCommerce businesses in the United States and Canada. As of January 12, 2022, Rocket Mortgage had a market cap of approximately $28.1 billion and approximately 24,000 employees.

 

Honigman Miller Schwartz and Cohn LLP (150,786 square feet; 5.6% of portfolio NRA; 6.7% of underwritten base rent). Honigman Miller Schwartz and Cohn LLP (“Honigman”) was founded in 1948 and is a law firm that employs over 350 attorneys and 350 staff and operates a local, national, and international practice from its Michigan offices in Detroit, Bloomfield Hills, Lansing, Ann Arbor, Kalamazoo, and Grand Rapids, its Illinois office in Chicago and its office in Washington, DC. Honigman’s attorneys practice in more than 60 different areas of business law. Honigman has two, five-year renewal options and no termination options.

 

Environmental. According to the Phase I environmental assessments dated September 28, 2021, September 29, 2021, October 3, 2021 and October 4, 2021, there was no evidence of any recognized environmental conditions at the Bedrock Portfolio Properties other than as follows: additional testing is required at the multifamily property known as The Assembly (the “Assembly Property”) to determine if there is a vapor encroachment condition. The borrowers deposited $250,000 with the lender at closing in the amount required to complete certain potential vapor mitigation work at the Assembly Property.

 

Office and Retail Historical and Current Occupancy(1)
2016 2017 2018 2019 2020 Current(2)
82.5% 81.5% 85.0% 88.9% 92.4% 88.7%
(1)Historical occupancies are as of December 31 of each respective year.

(2)Current Occupancy is based on the underwritten rent roll as of various dates.

 

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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Office and Retail Tenant Summary(1)
Tenant Tenant Type Ratings Moody’s/S&P/Fitch(2) Net Rentable Area (SF) % of Total NRA Base Rent PSF % of Total Base Rent Lease Expiration Date Renewal Options
Quicken Loans Inc.(3) Office NR/NR/NR 905,935 33.6% $26.04 39.5% Various Various
Amrock, Inc Office NR/NR/NR 424,486 15.8 $23.50 16.7 1/31/2032 2, 5-Year
Honigman Miller Schwartz and Cohn LLP Office NR/NR/NR 150,786 5.6 $26.50 6.7 11/30/2025 2, 5-Year
LinkedIn Corporation Office Aaa/AAA/AAA 74,497 2.8 $31.53 3.9 7/31/2026 1, 5-Year
Coyote Logistics Office A2/A-/NR 58,192 2.2 $29.25 2.9 10/31/2030 1, 5-Year
Kitch Drutchas Wagner Valitutti & Sherbrook, P.C. Office NR/NR/NR 56,265 2.1 $27.17 2.6 5/31/2028 1, 5-Year
Board of Trustees of Michigan State University Office NR/NR/NR 46,598 1.7 $28.84 2.3 9/30/2031 2, 1-Year
Bedrock Management Services LLC Office NR/NR/NR 39,087 1.5 $26.81 1.8 1/31/2032 1, 5-Year
JPMorgan Chase, National Association Office A2/A-/AA- 32,126 1.2 $29.13 1.6 5/31/2027 1, 5-Year
Fifth Third Bank Office Baa1/BBB+/A- 31,204 1.2 $24.80 1.3 10/31/2025 1, 5-Year
Ten Largest Tenants     1,819,176 67.5% $25.97 79.2%    
Remaining Occupied Office Tenants     461,647 17.1 $22.47 17.4    
Remaining Occupied Retail Tenants     110,225 4.1 $18.48 3.4    
Total Occupied     2,391,048 88.7% $24.95 100.0%    
Vacant     303,579 11.3        
Total / Wtd. Avg.     2,694,627 100.0%        
(1)Based on the underwritten rent roll dated as of November 10, 2021.

(2)In certain instances, ratings provided are those of the parent company of the entity shown, whether or not the parent company guarantees the lease.

(3)Quicken Loans Inc. has various Lease Expiration Dates, including (i) 183,664 square feet expiring in August 2023 for which it has two, five-year renewal options, (ii) 122,475 square feet expiring in April 2024 for which it has three, three-year renewal options, (iii) 15,602 square feet expiring in October 2025 for which it has no renewal options, (iv) 407,050 square feet expiring in July 2028 for which it has two, five-year renewal options, (v) 21,124 square feet expiring in January 2030 for which it has two, five-year renewal options and (vi) 156,020 square feet expiring in March 2032 for which it has, two, five-year renewal options. Quicken Loans Inc. has no remaining termination options.

 

Office and Retail Lease Rollover Schedule(1)(2)
Year Number of Leases Expiring Net Rentable Area Expiring % of NRA Expiring Base Rent Expiring % of Base Rent Expiring Cumulative NRA Expiring Cumulative % of NRA Expiring Cumulative Base Rent Expiring Cumulative % of Base Rent Expiring
Vacant NAP 303,579 11.3% NAP NAP 303,579 11.3% NAP NAP
2022 & MTM 44 146,690 5.4% $3,246,316 5.4% 450,269 16.7% $3,246,316 5.4%
2023 16 304,272 11.3% 7,252,186 12.2% 754,541 28.0% $10,498,502 17.6%
2024 18 200,069 7.4% 5,784,259 9.7% 954,610 35.4% $16,282,761 27.3%
2025 15 258,173 9.6% 6,687,343 11.2% 1,212,783 45.0% $22,970,104 38.5%
2026 11 142,573 5.3% 4,271,955 7.2% 1,355,356 50.3% $27,242,059 45.7%
2027 7 76,383 2.8% 1,493,570 2.5% 1,431,739 53.1% $28,735,629 48.2%
2028 3 463,315 17.2% 12,537,526 21.0% 1,895,054 70.3% $41,273,155 69.2%
2029 1 3,536 0.1% 97,240 0.2% 1,898,590 70.5% $41,370,395 69.3%
2030 2 79,316 2.9% 2,329,710 3.9% 1,977,906 73.4% $43,700,105 73.3%
2031 1 46,598 1.7% 1,343,886 2.3% 2,024,504 75.1% $45,043,991 75.5%
2032 & Thereafter 4 670,123 24.9% 14,612,316 24.5% 2,694,627 100.0% $59,656,307 100.0%
Total 122 2,694,627 100.0% $59,656,307 100.0%        
(1)Based on the underwritten rent roll dated as of November 10, 2021.

(2)Certain tenants may have termination or contraction options (which may become exercisable prior to the originally stared expiration date of the tenant lease) that are not considered in the above Office and Retail Lease Rollover Schedule.

 

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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Operating History and Underwritten Net Cash Flow(1)
  2018 2019 2020 TTM September 2021 Underwritten(1) Per Square Foot %
Rents In Place(2) $49,546,085 $52,751,303 $57,994,616 $60,138,958 $59,656,311 $22.14 70.4%
Vacant Income 0 0 0 0 7,501,625 2.78 8.9%
Gross Potential Rent $49,546,085 $52,751,303 $57,994,616 $60,138,958 $67,157,936 $24.92 79.3%
Total Reimbursements 8,517,719 9,107,253 8,931,194 7,857,374 12,024,156 4.46 14.2%
Percentage Rent 2,421,923 2,615,463 1,377,500 1,277,610 2,991,501 1.11 3.5%
Other Rental Storage(3) 1,978,084 2,343,354 2,799,699 2,808,240 2,544,077 0.94 3.0%
Gross Potential Income $62,463,811 $66,817,372 $71,103,009 $72,082,182 $84,717,669 $31.44 100.0%
Vacancy/Credit Loss (1,100,662) (1,099,639) (1,694,177) (2,030,041) (10,418,183) (3.87) (12.3%)
Concessions (89,423) (49,389) (45,615) (44,800) 0 0.00 0.0%
Parking (Contractual) 19,565,127 20,062,906 20,373,075 20,247,590 19,321,511 7.17 22.8%
Parking (Transient) 4,382,014 5,250,614 1,860,131 2,231,702 2,004,714 0.74 2.4%
Other Income 1,423,306 2,619,763 1,723,795 1,925,200 1,934,739 0.72 2.3%
Effective Gross Income $86,644,173 $93,601,628 $93,320,219 $94,411,832 $97,560,449 $36.21 115.2%
Total Expenses 44,502,438 46,392,886 39,225,160 38,816,129 39,136,450 14.52 40.1%
Net Operating Income $42,141,735 $47,208,742 $54,095,059 $55,595,704 $58,423,999 $21.68 59.9%
TI/LC 0 0 0 0 3,353,632 1.24 3.4%
Capital Expenditures 0 0 0 0 660,862 0.25 0.7%
Net Cash Flow $42,141,735 $47,208,742 $54,095,059 $55,595,704 $54,409,505 $20.19 55.8%
(1)Based on underwritten rent roll dated as of November 10, 2021.

(2)Underwritten Rents In Place is inclusive of (i) contractual rent steps though December 2022 and (ii) straight-line average rent over the lease term for investment grade rated tenants.

(3)Other Rental Storage includes grossed up multifamily income and other storage income.

 

The Market. The Bedrock Portfolio Properties are located in downtown Detroit, Michigan, which, according to the appraisal, remains the economic and entertainment focal point of southeast Michigan and serves as a major international crossing with Canada. The Bedrock Portfolio Properties benefit from Detroit’s hub layout that results in many roadways emanating from the central business district into the surrounding communities. Detroit is serviced by the Detroit-Metropolitan Wayne County Airport situated approximately 15 miles southwest in the City of Romulus. This international airport serves as the mid-western hub of operation for Delta Airlines, as well as servicing other commercial airlines. Passenger rail service to other cities is provided by Amtrak with the central station located in the New Center area immediately north of the central business district.

 

According to the appraisal, the primary demand generator in Downtown Detroit has been the growing employment base. A number of large employers have anchored the central business district including Quicken Loans, TitleSource, Blue Cross/Blue Shield, MSX International, Rossetti and Campbell Ewald. Downtown Detroit offers a number of entertainment districts including Foxtown, the sports venues (Ford Field, home to the NFL’s Detroit Lions, Comerica Park, home to MLB’s Detroit Tigers, and Little Caesars Arena, home to the NBA’s Detroit Pistons and the NHL’s Detroit Red Wings) and three casinos. There are a growing number of restaurants and bars throughout the Downtown area. This district is emerging with new developments and renovation projects that are projected to transform the district.

 

According to the appraisal, there have been several recent developments in Downtown Detroit that are expected to have a positive long-term impact on the Downtown market, including Ford’s acquisition of Michigan Central Station in Corktown. Ford is in the process of developing a multi-billion dollar investment in autonomous-vehicle development in Corktown. Additionally, TCF Bank, formerly Chemical Bank, is constructing a new 20-story building downtown that is projected to add an additional 500 workers.

 

The appraiser identified four comparable office leases with rents ranging from $24.50 to $29.75 per square foot. Based on the identified lease comparables, the appraiser concluded market rents ranging between $26.50 and $29.50 per square foot for the seven office properties in the Bedrock Portfolio, generally in-line with underwritten base rents across the office component of the Bedrock Portfolio.

 

Office Lease Comparables(1)
Property Address Year Built Building Size (SF) Tenant Name Size (SF) Lease Start Date Lease Term Rent PSF
Bedrock Portfolio Office Tenants Various 2,694,627         $25.26
One Detroit Center 500 Woodward Ave. 1992 979,477 DT Midstream 22,727 Nov-21 126 $29.75
Renaissance Center 400 E. Jefferson Ave. 1980 7,123,170 Consulate of Italy 4,133 Mar-21 110 $26.00
Fisher Building 3011 W. Grand Blvd. 1928 634,819 Strategic Staffing 57,000 Jan-21 120 $24.50
Hemmeter Building 230 E. Grand River Ave. 1913 56,203 UHY 7,156 Sep-20 60 $25.00
Total / Wtd. Avg.   1945 2,198,417   22,754 Mar-21 116 $25.92
(1)Bedrock Portfolio Office Tenants Rent PSF is based on the underwritten rent roll dated November 10, 2021.

 

The Borrowers. The borrowers are Michigan Parking Co LLC, 419 Fort Street LLC, 1001 Brush Street LLC, 1001 Webward LLC, One Webward Avenue LLC, 719 Griswold Associates LLC, 660 Woodward Associates LLC, 1234 Library LLC, 600 Webward Avenue LLC, 611 Webward Avenue LLC, 1505 Webward LLC, 1520 Webward Avenue LLC, Corktown Lofts LLC and WWA Parking LLC, each a Delaware limited liability company structured to be single purpose bankruptcy-remote entities having at least two independent directors

 

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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in their organizational structure. Legal counsel to the borrowers delivered a non-consolidation opinion in connection with the origination of the Bedrock Portfolio Loan Combination.

 

The Borrower Sponsor. The borrower sponsor is Bedrock Detroit and the non-recourse carveout guarantor is Rock Backer LLC, which are owned and controlled by Dan Gilbert and affiliated entities. Founded in 2011, Dan Gilbert’s Bedrock Detroit is a full service commercial real estate firm based in downtown Detroit, specializing in the strategic development of urban cores. With a portfolio of more than 100 properties totaling over 18 million square feet, Bedrock Detroit is one of the largest real estate partners in downtown Detroit. Since its founding, Bedrock Detroit and its affiliates have invested and committed more than $5.6 billion to acquiring and developing more than 100 properties, including new construction of ground up developments in downtown Detroit and Cleveland totaling more than 20 million square feet. Bedrock Detroit’s real estate personnel provide a full range of services with in-house teams for each area of expertise, including leasing, acquisition, finance, construction, architecture, historic rehab and property management. Bedrock Detroit’s tenants include leading technology companies and startups, world-renowned restaurants and national retailers, as well as Detroit locals. Bedrock Detroit also leases mixed-income residential properties to individuals, and acquires and renovates properties for new development. Bedrock Detroit and Dan Gilbert’s family of companies have been critical in the urban revival of Detroit and have demonstrated a strong commitment to the continued growth and stability of the market.

 

The borrower sponsor acquired the Bedrock Portfolio Properties for an aggregate purchase price of approximately $191.2 million and has since invested approximately $464.9 million across the Bedrock Portfolio Properties, resulting in a total cost basis of approximately $656.1 million.

 

Property Management. The Bedrock Portfolio Properties are managed by Bedrock Management Services LLC, an affiliate of the borrowers.

 

Escrows and Reserves. At loan origination, the borrowers deposited (i) $8,392,690 into an outstanding TI/LC reserve, (ii) approximately $1,696,002 into a real estate tax reserve, (iii) $477,905 into a free rent reserve, (iv) $280,690 into a rollover reserve, (v) $250,000 into an outstanding environmental reserve with respect to the Assembly Property, (vi) $241,558 into a required repairs reserve and (vii) $62,336 into a replacement reserve.

 

Tax Reserve – On each monthly due date, the borrowers are required to deposit an amount equal to 1/12th of the estimated annual real estate taxes into the tax reserve account, which is estimated to be $424,000.

 

Insurance Reserve – On each monthly due date, the borrowers are required to deposit into an insurance reserve an amount equal to 1/12th of estimated insurance premiums, unless the borrower maintains a blanket policy in accordance with the Bedrock Portfolio Loan Combination documents.

 

Replacement Reserve – On each monthly due date, the borrowers are required to deposit $62,336 into a replacement reserve, subject to a cap of $1,469,568.

 

Rollover Reserve – On each monthly due date, the borrowers are required to deposit $280,690.

 

Lockbox / Cash Management. The Bedrock Portfolio Loan Combination is structured with an in place hard lockbox for commercial units, the office and retail properties, a springing lockbox for residential units, the multifamily properties and various parking properties, and springing cash management. At loan origination, the borrowers were required to direct each tenant at a property subject to a hard lockbox to remit all rents directly to the applicable lockbox account. In addition, the borrowers are required to cause all cash revenues and all other money received by the borrowers or the property manager with respect to the properties subject to a hard lockbox to be deposited into the applicable lockbox account within one business day of receipt. On each business day on which no Cash Sweep Event (as defined below) is continuing, all amounts in the lockbox account are required to be remitted to a borrower-controlled operating account. Upon the occurrence of a Cash Sweep Event, (i) the borrowers are required to establish lockbox accounts for all properties, and (ii) the borrowers are required to establish a cash management account. On each business day during the continuance of a Cash Sweep Event, all amounts in each lockbox account are required to be remitted to the cash management account. On each due date during the continuance of a Cash Sweep Event, all funds on deposit in the cash management account after payment of debt service on the Bedrock Portfolio Loan Combination, required reserves and budgeted operating expenses are required to be deposited into an excess cash flow reserve account as additional collateral for the Bedrock Portfolio Loan Combination.

 

A “Cash Sweep Event” means (a) an event of default, (b) the bankruptcy or insolvency of the any of the borrowers or the property manager, or (c) if the debt service coverage ratio based on a trailing three-month basis for the total debt falls below 2.50x.

 

A Cash Sweep Event may be cured upon the occurrence of the following: (i) with respect to clause (a) above, the acceptance by the lender of a cure of such event of default in accordance with the Bedrock Portfolio Loan Combination documents, (ii) with respect to clause (b) above solely with respect to the borrowers, if the bankruptcy action is an involuntary petition against such individual borrower and no individual borrower has colluded with, or otherwise assisted, such person, and has not solicited creditors for any involuntary petition against such individual borrower from any person and the bankruptcy action is dismissed within 90 days from the filing of such bankruptcy action, (iii) with respect to clause (b) above solely with respect to the property manager, if the applicable individual borrower replaces

 

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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such property manager with a “Qualified Manager” (as fully described in the Bedrock Portfolio Loan Combination documents) under a replacement management agreement acceptable to the lender in accordance with the Bedrock Portfolio Loan Combination documents, or (iv) with respect to clause (c) above, if the debt service coverage ratio based on the trailing three-month period immediately preceding the date of such determination for two consecutive quarters is not less than 2.50x; provided, however, (A) no event of default has occurred and be continuing under the Bedrock Portfolio Loan Combination documents, (B) the borrowers have paid all of the lender’s reasonable expenses incurred in connection with such Cash Sweep Event Cure including reasonable attorney’s fees and expenses, and (C) in no event may the borrowers cure a Cash Sweep Event caused by a bankruptcy action caused by any of the borrowers filing a voluntary petition or arising from a person filing an involuntary petition against any of the borrowers and any such borrower has colluded with or otherwise assisted such person with the involuntary petition against the applicable borrower.

 

Subordinate and Mezzanine Debt. None.

 

Partial Release. The Bedrock Portfolio Loan Combination documents permit the release of an individual property (each, an “Individual Property”) from the lien of the mortgage, provided no event of default has occurred and is continuing and upon satisfaction of certain conditions set forth in the Bedrock Portfolio Loan Combination documents, including, without limitation, the following: (a) the amount of the outstanding principal balance of the Bedrock Portfolio Loan to be prepaid must equal or exceed 115% of the allocated loan amount for such applicable Individual Property, (b) the resulting debt service coverage ratio for the remaining Bedrock Portfolio Properties is equal to or greater than 3.10x, (c) unless the Individual Property to be released is subject to a non-monetary even of default that relates solely to such Individual Property and the borrowers have demonstrated in good faith that it has pursued a cure of the event of default, the Individual Property to be released is conveyed in an arm’s length transfer to a person other than the applicable individual borrower or any of its affiliates, and (d) upon release of the Individual Property, the customary REMIC rules are satisfied.

 

Ground Lease. The individual property identified as One Woodward is ground leased by one of the borrowers, as the ground lessee, under a ground lease with Lawrence Edwin Burch Living Trust and related individuals who collectively comprise the ground lessor. The borrower assumed the ground lease in 2012, which expires in April 2040 and has five, 25-year remaining extension options. The current rent is approximately $43,775 annually. The ground lessee’s interest in the ground lease is freely assignable to the leasehold mortgagee without the consent of the ground lessor and, in the event that it is so assigned, is further assignable by the leasehold mortgagee without the need to obtain the consent of the ground lessor. See “Description of the Mortgage Pool – Statistical Characteristics of the Mortgage Loans – Leasehold Interests” in the Preliminary Prospectus for additional information.

 

Master Leases. Three individual properties, identified as The Qube, Chrysler House, and 1001 Woodward, are each subject to a master lease that was originally entered into for the purpose of securing historic tax credit investors. None of the historic tax credit investors remain in the ownership of the master tenants, which are now wholly owned indirectly by Detroit Real Estate Holdings Company I LLC, which directly owns each of the borrowers. Each master tenant is required to comply with single purpose entity covenants in the Bedrock Portfolio Loan Combination documents, including having independent directors. Each master tenant granted the lender a mortgage and an assignment of leases and rents on its individual 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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(GRAPHIC) 

 

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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 (GRAPHIC)

 

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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Mortgage Loan Information   Property Information
Mortgage Loan Seller: KeyBank   Single Asset / Portfolio: Portfolio
Original Principal Balance(1): $40,000,000   Title: Fee
Cut-off Date Principal Balance(1): $40,000,000   Property Type - Subtype: Self-Storage – Self-Storage
% of IPB: 3.6%   Net Rentable Area (SF): 912,654
Loan Purpose: Acquisition   Location: Various
Borrower: Self-Storage Portfolio XV DST   Year Built / Renovated: Various / Various
Borrower Sponsor: Inland Private Capital Corporation   Occupancy: 95.2%
Interest Rate: 3.62800%   Occupancy Date: 11/17/2021
Note Date: 12/16/2021   4th Most Recent NOI (As of): NAV
Maturity Date: 1/1/2032   3rd Most Recent NOI (As of): NAV
Interest-only Period: 120 months   2nd Most Recent NOI (As of)(3): $5,455,498 (12/31/2020)
Original Term: 120 months   Most Recent NOI (As of)(3): $7,078,647 (TTM 10/31/2021)
Original Amortization Term: None   UW Economic Occupancy: 86.9%
Amortization Type: Interest Only   UW Revenues: $13,111,982
Call Protection: L(25),YM1(92),O(3)   UW Expenses: $5,651,744
Lockbox / Cash Management: None / Springing   UW NOI: $7,460,240
Additional Debt(1): Yes   UW NCF: $7,258,080
Additional Debt Balance(1): $46,000,000   Appraised Value / Per SF(4): $183,300,000 / $201
Additional Debt Type(1): Pari Passu   Appraisal Date(4): 11/5/2021-11/17/2021
         

 

Escrows and Reserves(2)   Financial Information
  Initial Monthly Initial Cap   Cut-off Date Loan / SF: $94  
Taxes: $0 Springing N/A   Maturity Date Loan / SF: $94  
Insurance: $0 Springing N/A   Cut-off Date LTV(4): 46.9%  
Replacement Reserves: $192,000 Springing $192,000   Maturity Date LTV(4): 46.9%  
Flood Insurance Reserve: $103,400 $0 N/A   UW NCF DSCR: 2.29x  
          UW NOI Debt Yield: 8.7%  
               
             
 
Sources and Uses
Sources Proceeds % of Total   Uses Proceeds % of Total
Loan Combination(1) $86,000,000 45.1%   Purchase Price $182,336,000 95.6%
Borrower Sponsor Equity 104,740,667 54.9      Trust Reserve(2) 6,493,840 3.4   
        Closing Costs 1,615,427 0.8   
        Upfront Reserves 295,400 0.2   
Total Sources $190,740,667 100.0%   Total Uses $190,740,667 100.0%
(1)The IPCC National Storage Portfolio XV Mortgage Loan (as defined below) is part of a Loan Combination evidenced by four pari passu notes with an aggregate original principal balance of $86,000,000. The financial information presented in the charts above is based on the $86,000,000 IPCC National Storage Portfolio XV Loan Combination (as defined below).

(2)For a full description of Escrows and Reserves, please refer to “Escrows and Reserves” below. Additionally, under the terms of the master lease, described under “The Borrower” below, the IPCC National Storage Portfolio XV Borrower funded $6,493,840 at loan origination into a trust reserve account for the benefit of the IPCC National Storage Portfolio XV Borrower, which is collateral for the IPCC National Storage Portfolio XV Loan Combination but is not held with the lender and is separate from the $192,000 initial replacement reserve. Collectively, the initial replacement reserve and the trust reserve account will be used to pay for (i) repairs and replacements of the structure, foundation, roof, exterior walls, and parking lot improvements at the IPCC National Storage Portfolio XV Properties (as defined below), (ii) leasing commissions, (iii) any environmental costs, (iv) any repairs identified in the property condition reports, (v) insurance deductibles and (vi) any other necessary property improvements.

(3)The increase from 2rd Most Recent NOI to Most Recent NOI is primarily due to a mixture of either increased occupancy or aggressive rental rate increases at certain IPCC National Storage Portfolio XV Properties.

(4)The Appraised Value reflects a portfolio premium of approximately 14.9% over the aggregate “as-is” value of the individual IPCC National Storage Portfolio XV Properties. The sum of the values on an individual basis is $159,570,000, which represents a Cut-off Date LTV and Maturity Date LTV of 53.9%.

 

The Loan. The ninth largest mortgage loan is part of a loan combination evidenced by four pari passu promissory notes in the aggregate original principal amount of $86,000,000 (the “IPCC National Storage Portfolio XV Loan Combination”), which is secured by a first priority fee mortgage encumbering 17 self-storage properties located in eight states (the “IPCC National Storage Portfolio XV Properties”). The non-controlling Note A-2 and Note A-3 (collectively, the “IPCC National Storage Portfolio XV Mortgage Loan”), with an aggregate original principal amount of $40,000,000, will be included in the BMO 2022-C1 securitization trust. The controlling Note A-1, and non-controlling Note A-4, with an aggregate original principal amount of $46,000,000, are currently held by KeyBank and are

 

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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expected to be contributed to one or more future securitization trusts. The IPCC National Storage Portfolio XV Loan Combination will initially be serviced pursuant to the pooling and servicing agreement for the BMO 2022-C1 securitization trust until the controlling pari passu promissory note A-1 is securitized, whereupon the IPCC National Storage Portfolio XV Loan Combination will be serviced pursuant to the pooling and servicing agreement for such future securitization. Proceeds of the IPCC National Storage Portfolio XV Loan Combination, along with approximately $104.7 million of borrower sponsor equity, were used to acquire the IPCC National Storage Portfolio XV Properties, fund reserves and pay closing costs. See “Description of the Mortgage Pool—The Loan Combinations—The Serviced Pari Passu Loan Combinations” in the Preliminary Prospectus. The IPCC National Storage Portfolio XV Mortgage Loan has a 10-year term and is interest-only for the entire term.

 

Loan Combination Summary
Note Original Balance Note Holder Controlling Piece
A-1 $40,000,000 KeyBank Yes
A-2 $30,000,000 BMO 2022-C1 No
A-3 $10,000,000 BMO 2022-C1 No
A-4 $6,000,000 KeyBank No
Total $86,000,000    

 

The Properties. The IPCC National Storage Portfolio XV Properties are comprised of 17 self -storage properties totaling 912,654 square feet within 8,707 storage units located in eight states. The top three states by allocated loan amount are Florida (six properties, 29.5% of allocated loan amount, 29.6% of UW NOI), Arizona (three properties, 25.3% of allocated loan amount, 25.4% of UW NOI), and Washington (one property, 10.1% of allocated loan amount, 10.1% of UW NOI). The remaining five states are Illinois, Massachusetts, Missouri, Oklahoma, and Virginia, none of which represent more than 9.2% of the allocated loan amount or 9.2% of the UW NOI. The IPCC National Storage Portfolio XV Properties were built between 1940 and 2005. The IPCC National Storage Portfolio XV Properties range in size from 21,019 to 105,143 square feet and contain 242 to 797 storage units, with no individual property comprising more than 11.5% of the total net rentable area based on square footage and 9.2% of the total storage units.

 

The IPCC National Storage Portfolio XV Properties contain a total of 8,707 self-storage units, of which 3,437 are climate controlled. The IPCC National Storage Portfolio XV Properties also include 659 leasable parking spaces that are 85.9% leased as of November 17, 2021. Based on self-storage net rentable area, the IPCC National Storage Portfolio XV Properties were 95.2% occupied as of November 17, 2021, with individual property occupancies ranging from 89.4% to 99.2%.

 

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

 

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The following table presents certain information relating to the IPCC National Storage Portfolio XV Properties:

 

Portfolio Summary
Property Name Location Allocated
Loan Combination Amount (“ALA”)
% of ALA

Occupancy 

(1)

Year Built/ Renovated Net Rentable Area (SF) (1) Storage Units Appraised Value(2) % of UW NOI
West Indian School Road Phoenix, AZ  $11,278,664 13.1% 94.1% 1979, 1997/NAP  105,143 754 $22,200,000 13.2%
Boalch Avenue Northwest North Bend, WA  8,678,341 10.1 96.1% 2005/NAP  50,569 359 14,950,000 10.1
Lemay Ferry Road Saint Louis, MO  6,518,099 7.6 96.6% 1999/NAP  53,859 539 11,540,000 7.5
East Southern Avenue Mesa, AZ  6,188,353 7.2 96.3% 1978/NAP  65,000 575 12,900,000 7.2
Anderson Road Tampa, FL  5,885,334 6.8 96.7% 1972, 1985, 1987, 1999/NAP  73,450 706 10,700,000 6.9
Stoney Island Avenue Lynwood, IL  5,739,631 6.7 90.4% 1997-1999/2020  84,980 663 9,870,000 6.7
Duren Avenue Lowell, MA  5,490,253 6.4 99.2% 2000/NAP  49,075 393 9,420,000 6.4
North Nova Road Daytona Beach, FL  5,048,618 5.9 93.8% 1979-1989/NAP  64,657 752 9,500,000 5.9
Airport Road Williamsburg, VA  4,525,403 5.3 93.8% 1995/NAP  38,106 339 8,450,000 5.3
South Pennington Mesa, AZ  4,307,972 5.0 93.1% 1990/NAP  42,200 357 8,030,000 5.0
Southwest 14th Court Pompano Beach, FL  4,071,613 4.7 98.6% 1977, 1989/NAP  59,872 797 8,690,000 4.7
Southeast Jennings Road Port St. Lucie, FL  3,527,500 4.1 99.0% 1999/NAP  38,062 697 6,450,000 4.1
49th Street South and 8th Avenue South Gulfport, FL  3,441,855 4.0 94.4% 1940, 1948, 1977, 1981, 1986/NAP  40,073 324 6,320,000 4.0
South Broadway Edmond, OK  3,400,945 4.0 97.7% 1978/NAP  67,849 604 6,330,000 3.9
30th Avenue North St. Petersburg, FL  3,367,615 3.9 94.5% 1977/2016  31,920 339 5,780,000 3.9
Main Street Tewksbury, MA  2,456,532 2.9 94.0% 2000/NAP  21,019 267 4,270,000 2.8
Warwick Boulevard Newport News, VA  2,073,272 2.4 89.4% 1988/NAP  26,820 242 4,170,000 2.4
Total   $86,000,000 100.0% 95.2%   912,654 8,707 $183,300,000 100.0%
(1)Occupancy and Net Rentable Area (SF) reflect storage units only, excluding parking spaces.

(2)The Total Appraised Value reflects a portfolio premium of approximately 14.9% over the aggregate “as-is” value of the individual IPCC National Storage Portfolio XV Properties. The sum of the values on an individual basis is $159,570,000.

 

The following table presents detailed information with respect to the unit mix of the IPCC National Storage Portfolio XV Properties:

 

Unit Mix
Unit Type Square Feet % of Total Square Feet Occupancy
(SF)(1)
Units % of Total Units Occupancy (Units)(1)
Non-Climate Controlled Storage Units 629,631 69.0% 94.8% 5,270 56.3% 94.2%
Climate Controlled Storage Units 283,023 31.0   96.3% 3,437 36.7   96.3%
Parking Units N/A N/A N/A 659 7.0 85.9%
Total / Wtd. Avg.  912,654 100.0% 95.2% 9,366 100.0% 94.4%
(1)Occupancy is based on the underwritten rent roll dated November 17, 2021.

 

COVID-19 Update. As of December 16, 2021, the IPCC National Storage Portfolio XV Properties are open and operating. The borrower sponsor provided an accounts receivable report dated October 31, 2021, which showed approximately $18,230 (0.2% of underwritten base rent) more than 30 days delinquent. As of the date of this term sheet, the IPCC National Storage Portfolio XV Properties Loan Combination is not subject to any modification or forbearance requests.

 

Environmental. According to the Phase I environmental assessments dated December 6, 2021, there was no evidence of any recognized environmental conditions at the IPCC National Storage Portfolio XV Properties other than at the 49th Street South and 8th Avenue South property. The environmental site assessment for the 49th Street South and 8th Avenue South property noted that: (i) the discovery in 2019 of concentrations of 1-methylnaphthalene and naphthalene at the 49th Street South and 8th Avenue South property and (ii) the documented presence of 1-methylnaphthalene and 2-methylnaphthalene in excess of Florida’s groundwater and surface water cleanup levels (“GCTL Levels”) at an adjacent property (the “Open Release Site”) constituted a recognized environmental condition. The concentrations of 1-methylnaphthalene and naphthalene discovered at the 49th Street South and 8th Avenue South property in 2019 were above laboratory detection limits but were well below statutory limits. However, the environmental engineer noted that a previous subsurface investigation that was conducted at the Open Release Site in 2017 found concentrations of 1-methylnaphthalene and 2-

 

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

 

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methylnaphthalene that were in excess of Florida’s acceptable GCTL Levels. The regulatory status of the Open Release Site is uncertain. The release that generated the contamination at the Open Release Site was reported in 1988 but the Open Release Site is still listed as being in need of cleanup and regulatory discharge. The environmental engineer recommended that the Open Release Site continue to be monitored for progress and closure. The IPCC National Storage Portfolio XV Mortgage Loan documents require that the IPCC National Storage Portfolio XV Borrower abandon, as required by and in accordance with applicable environmental law, each groundwater monitoring well situated on the 49th Street South and 8th Avenue South property within 60 days after becoming aware of the closure of the recognized environmental concern on the adjacent property. See “Description of the Mortgage Pool—Environmental Considerations” in the Preliminary Prospectus.

 

Historical and Current Occupancy(1)
2018(2) 2019(2) 2020 Current(3)
NAV 88.0% 92.3% 95.2%
(1)Historical Occupancies are as of December 31 of each respective year and are based on self-storage square footage.

(2)2018 Historical Occupancy was not provided by the seller. 2019 Historical Occupancy excludes occupancy for three of the IPCC National Storage Portfolio XV Properties, which the seller did not provide.

(3)Current Occupancy is based on the underwritten rent rolls as of November 17, 2021 and based on self-storage square footage.

 

Operating History and Underwritten Net Cash Flow
  2020 TTM(1) Underwritten Per Square Foot %(2)
Rents in Place $10,150,914 $11,880,096 $12,190,776 $13.36 91.8%
Vacant Income 3,594,570 446,476 1,094,793 1.20 8.2
Gross Potential Rent $13,745,484 $12,326,572 $13,285,568 $14.56 100.0%
(Vacancy / Credit Loss) (4,176,959) (983,305) (1,740,500) (1.91) (13.1)
Parking Income 76,001 89,453 649,728 0.71 4.9
Other Income(3) 704,761 812,532 917,186 1.00 6.9
Effective Gross Income(4) $10,349,287 $12,245,253 $13,111,982 $14.37 98.7%
           
Total Expenses $4,893,790 $5,166,606 $5,651,744 $6.19 42.5%
           
Net Operating Income $5,455,498 $7,078,647 $7,460,240 $8.17 56.2%
Total TI / LC, Capex / RR 0 0 202,160 0.22 1.5
Net Cash Flow $5,455,498 $7,078,647 $7,258,080 $7.95 54.6%
(1)TTM reflects the trailing 12- month period ending October 31, 2021.

(2)% column represents percent of Gross Potential Rent for all revenue lines and represents percent of Effective Gross Income for the remainder of fields.

(3)Other Income includes merchandise sales, tenant insurance, late fees and administrative fees.

(4)Effective Gross Income increased from 2020 to TTM primarily due to a mixture of either increased occupancy or aggressive rental rate increases at certain IPCC National Storage Portfolio XV Properties.

 

The Market. The IPCC National Storage Portfolio XV Properties are located across eight states and 11 different metropolitan areas, with three IPCC National Storage Portfolio XV Properties located within the Phoenix, Arizona metropolitan area (25.3% of allocated loan amount, 25.4% of UW NOI), three within the Tampa-St. Petersburg, Florida metropolitan area (14.8% of allocated loan amount, 14.9% of UW NOI), and one within the Seattle, Washington metropolitan area (10.1% of allocated loan amount, 10.1% of UW NOI).

 

According to the appraisals, as of the third quarter of 2021, the Phoenix self-storage market reported an average vacancy rate of 13.4%, with average monthly rents of $133.67 and $154.42 per unit for 10x10 foot non-climate controlled and climate-controlled units, respectively. The Tampa-St. Petersburg self-storage market reported an average vacancy rate of 10.0%, with average monthly rents of $125.01 and $163.38 per unit for 10x10 foot non-climate controlled and climate-controlled units, respectively. The Seattle self-storage market reported an average vacancy rate of 14.3%, with average monthly rents of $149.64 and $188.05 per unit for 10x10 foot non-climate controlled and climate-controlled units, respectively. The portfolio appraisal concluded stabilized effective gross income of $15.75 per square foot for the IPCC National Storage Portfolio XV 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.

 

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The following table presents certain 2021 demographic information for the IPCC National Storage Portfolio XV Properties:

 

Demographics Summary(1)
Property Name City, State

1-mile 

Population 

3-mile 

Population 

5-mile Population 1-mile Median Household Income

3-mile 

Median Household Income 

5-mile Median Household Income
West Indian School Road Phoenix, AZ 19,190 221,960 533,426 $37,146 $39,460 $44,084
Boalch Avenue Northwest North Bend, WA 1,451 11,149 28,144 $59,188 $123,112 $144,426
Lemay Ferry Road Saint Louis, MO 10,238 87,951 182,234 $66,130 $69,780 $68,738
East Southern Avenue Mesa, AZ 21,741 179,541 427,863 $41,906 $48,652 $58,795
Anderson Road Tampa, FL 3,575 110,798 288,258 $49,347 $53,619 $58,068
Stoney Island Avenue Lynwood, IL 2,856 42,459 179,343 $60,147 $59,155 $63,870
Duren Avenue Lowell, MA 24,392 133,024 203,167 $66,135 $67,466 $81,380
North Nova Road Daytona Beach, FL 12,174 65,958 127,098 $36,023 $36,094 $41,274
Airport Road Williamsburg, VA 2,839 27,505 66,123 $70,116 $78,598 $87,629
South Pennington Mesa, AZ 14,180 160,284 425,355 $71,793 $58,358 $58,896
Southwest 14th Court Pompano Beach, FL 9,236 137,015 433,510 $58,159 $50,640 $51,259
Southeast Jennings Road Port St. Lucie, FL 8,512 45,062 115,388 $58,647 $56,697 $61,776
49th Street South and 8th Avenue South Gulfport, FL 13,736 96,593 244,994 $44,924 $55,228 $57,541
South Broadway Edmond, OK 6,814 56,122 162,824 $59,626 $71,001 $68,299
30th Avenue North St. Petersburg, FL 12,162 94,409 247,668 $55,942 $57,241 $54,717
Main Street Tewksbury, MA 5,035 49,003 187,055 $101,832 $100,143 $85,074
Warwick Boulevard Newport News, VA 9,162 44,040 85,425 $48,110 $56,067 $59,117
(1)Source: Third party market data provider.

 

The Borrower. The borrowing entity for the IPCC National Storage Portfolio XV Loan Combination is Self-Storage Portfolio XV DST, a Delaware statutory trust and special purpose entity with one independent director (the “IPCC National Storage Portfolio XV Borrower”). Legal counsel to the IPCC National Storage Portfolio XV Borrower delivered a non-consolidation opinion in connection with the origination of the IPCC National Storage Portfolio XV Loan Combination. The IPCC National Storage Portfolio XV Borrower has master leased the IPCC National Storage Portfolio XV Properties to the master tenant, Self-Storage Portfolio XV LeaseCo, L.L.C. (“Master Tenant”). The Master Tenant is a Delaware limited liability company structured to be bankruptcy-remote and is ultimately owned by the guarantor. The master lease generally imposes responsibility on the Master Tenant for the operation, maintenance and management of the IPCC National Storage Portfolio XV Properties and payment of all expenses incurred in the maintenance and repair of the IPCC National Storage Portfolio XV Properties, other than capital expenses. The Master Tenant’s interest in all tenant rents was assigned directly to the lender. The master lease is subordinate to the IPCC National Storage Portfolio XV Loan Combination and, upon an event of default under the IPCC National Storage Portfolio XV Loan Combination documents, the lender has the right to cause the termination of the master lease. There is no income underwritten from the master lease as the IPCC National Storage Portfolio XV Loan Combination was underwritten to the underlying property income.

 

The IPCC National Storage Portfolio XV Borrower may (i) convert to a different form of entity under Delaware law (a “Conversion Event”) or (ii) transfer one or more of the IPCC National Storage Portfolio XV Properties to a new special purpose entity owned by the same beneficial owners as the IPCC National Storage Portfolio XV Borrower in substantially the same proportions as immediately prior to the transfer of the related mortgaged properties (a “Drop Down Contribution”). The lender may deliver a written notice (a “Conversion Notice”) to the IPCC National Storage Portfolio XV Borrower and the signatory trustee if one or more of the IPCC National Storage Portfolio XV Properties is in jeopardy of being foreclosed upon due to an event of default, and the IPCC National Storage Portfolio XV Borrower is required to effect a Conversion Event or a Drop Down Contribution within 10 business days from its receipt of Conversion Notice unless it delivers a tax opinion (a “Conversion Opinion”) outlining (i) the IPCC National Storage Portfolio XV Borrower is able to remedy the default situation giving rise to the jeopardy of foreclosure or (ii) that effectuating a Conversion Event or Drop Down Contribution, in light of the circumstances, would not reasonably improve the ability of the IPCC National Storage Portfolio XV Borrower to remedy the default situation. If the IPCC National Storage Portfolio XV Borrower fails to remedy the default situation within 30 days of the lender’s receipt of the Conversion Opinion then the IPCC National Storage Portfolio XV Borrower is required to effect a Conversion Event or Drop Down Contribution, as applicable. See “Description of the Mortgage Pool—Statistical Characteristics of the Mortgage Loans—Delaware Statutory Trusts” 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.

 

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The Borrower Sponsor. The borrower sponsor and nonrecourse carve-out guarantor is Inland Private Capital Corporation (“IPCC”). As of December 31, 2020, IPCC has sponsored 266 1031 exchange private placement programs since its inception that have provided approximately $6.3 billion in equity and included 748 properties. According to the borrower sponsor, as of December 31, 2020, IPCC had $9.0 billion in assets under management.

 

Property Management. The IPCC National Storage Portfolio XV Properties are managed by Devon Self Storage Holdings (US) LLC.

 

Escrows and Reserves. At origination, the IPCC National Storage Portfolio XV Borrower deposited into escrow $192,000 for replacement reserves and $103,400 for deficiency in flood insurance coverage.

 

Tax Escrows – The IPCC National Storage Portfolio XV Borrower is required to deposit into a real estate tax reserve, on a monthly basis, 1/12 of the estimated annual real estate taxes for each respective property; provided, such monthly deposits will be waived for each applicable property so long as (i) no event of default exists, (ii) the IPCC National Storage Portfolio XV Borrower provides the lender, at least 10 days prior to the date on which such taxes are due, satisfactory evidence that all applicable taxes have been paid, and (iii) no DSCR Trigger Event (as defined below) has occurred.

 

Insurance Escrows – The IPCC National Storage Portfolio XV Borrower is required to deposit into an insurance reserve, on a monthly basis, 1/12 of estimated insurance premiums for each respective property; provided, such monthly deposits will be waived for each applicable property so long as (i) no event of default exists, (ii) no DSCR Trigger Event has occurred, and (iii) the IPCC National Storage Portfolio XV Borrower maintains a blanket insurance policy acceptable to the lender.

 

Replacement Reserves – The IPCC National Storage Portfolio XV Borrower is required to escrow approximately $18,274 for replacement reserves on a monthly basis if at any time the balance of the reserve falls below $192,000, until such time as the reserve is restored to $192,000.

 

Lockbox / Cash Management. The IPCC National Storage Portfolio XV Loan Combination documents springing cash management. Within five business days of the IPCC National Storage Portfolio XV Borrower’s receipt of the lender’s notice that a Cash Sweep Event has occurred, the IPCC National Storage Portfolio XV Borrower is required to establish and maintain a cash management account controlled by the lender and the IPCC National Storage Portfolio XV Borrower, Master Tenant, or property manager are required to send direction letters to all tenants under commercial leases instructing them to deposit all rents directly into the cash management account. In addition, the IPCC National Storage Portfolio XV Borrower, Master Tenant, property manager and asset manager are required to deposit all revenues otherwise received into the cash management account within two business days of receipt. During the continuance of a Cash Sweep Event, all sums on deposit in the cash management account are required to be applied and disbursed in accordance with the IPCC National Storage Portfolio XV Loan Combination documents, and in each case in connection with a Cash Sweep Event caused by a DSCR Trigger Event, all excess cash will be held by the lender as additional collateral for the IPCC National Storage Portfolio XV Loan Combination.

 

A “Cash Sweep Event” will commence upon: (i) the occurrence of an event of default under the IPCC National Storage Portfolio XV Loan Combination documents and will continue until such event of default is cured or (ii) the date on which the debt service coverage ratio as calculated in the IPCC National Storage Portfolio XV Loan Combination documents is less than 1.80x based on a trailing three month period (a “DSCR Trigger Event”) and will continue until the debt service coverage ratio is at least 1.85x for two consecutive quarters based upon trailing three month period.

 

Subordinate and Mezzanine Debt. None.

 

Partial Release. At any time after February 1, 2024, and prior to the IPCC National Storage Portfolio XV Loan Combination maturity date, the IPCC National Storage Portfolio XV Borrower may obtain the release of any of the IPCC National Storage Portfolio XV Properties, provided that, among other things, (i) no event of default has occurred and is continuing, (ii) the IPCC National Storage Portfolio XV Borrower prepays a portion of the IPCC National Storage Portfolio XV Loan Combination equal to 120% of the allocated loan amount of the property being released (the “Release Amount”), and if such property is released prior to October 2, 2031, the payment of a yield maintenance premium pursuant to the IPCC National Storage Portfolio XV Loan Combination documents, (iii) the debt service coverage ratio for the IPCC National Storage Portfolio XV Properties following the release is no less than the greater of (x) the debt service coverage ratio for the 12 calendar months immediately preceding such release (provided, however, that for the purposes of this clause (x) the debt service coverage ratio will be deemed to be no greater than 2.30x) and (y) 2.15x, (iv) the debt yield for the remaining IPCC National Storage Portfolio XV Properties is no less than the greater of (x) the debt yield for the remaining properties for the 12 calendar months immediately preceding such release (provided, however, that for the purposes of this clause (x) the debt yield will be deemed to be no greater than 8.55%) and (y) 8.20%, (v) the loan-to-value ratio for the remaining properties is no greater than the lesser of (x) the loan-to-value ratio immediately preceding such release and (y) 50.0% (provided, however, that this clause (v) will not apply to the release of any individual property to the extent that, after giving effect to such release, the aggregate allocated loan amount of all the individual properties which have been released is less than 20% of the total original principal balance), and (vi) the release is permitted under REMIC requirements.

 

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.

 

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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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Structural and Collateral Term Sheet   BMO 2022-C1
 
No. 10 – 111 River Street

 

 

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.

 

101 

 

 

Structural and Collateral Term Sheet   BMO 2022-C1
 
No. 10 – 111 River Street

 

 

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.

 

102 

 

 

Structural and Collateral Term Sheet   BMO 2022-C1
 
No. 10 – 111 River Street

 

Mortgage Loan Information   Property Information
Mortgage Loan Seller: BMO   Single Asset / Portfolio: Single Asset
Original Principal Balance(1): $37,500,000   Title: Leasehold
Cut-off Date Principal Balance(1): $37,500,000   Property Type Subtype: Office – CBD
% of IPB: 3.3%   Net Rentable Area (SF): 557,719
Loan Purpose: Acquisition   Location: Hoboken, NJ
Borrowers: River and First Streets LLC and   Year Built / Renovated: 2002 / NAP
  280 - 10 Group LLC   Occupancy: 82.6%
Borrower Sponsors: Steven J. Pozycki and   Occupancy Date: 1/1/2022
  David Werner   4th Most Recent NOI (As of): $6,751,258 (12/31/2018)
Interest Rate: 3.28000%   3rd Most Recent NOI (As of): $8,782,654 (12/31/2019)
Note Date: 1/21/2022   2nd Most Recent NOI (As of): $9,767,259 (12/31/2020)
Maturity Date: 2/6/2027   Most Recent NOI (As of): $9,928,521 (TTM 10/31/2021)
Interest-only Period: 60 months   UW Economic Occupancy: 82.1%
Original Term: 60 months   UW Revenues: $22,541,072
Original Amortization Term: None   UW Expenses: $9,445,383
Amortization Type: Interest Only   UW NOI: $13,095,689
Call Protection(2): L(24),D(31),O(5)   UW NCF: $13,095,689
Lockbox / Cash Management: Hard / Springing   Appraised Value / Per SF: $244,000,000 / $437
Additional Debt(1): Yes   Appraisal Date: 11/15/2021
Additional Debt Balance(1): $40,000,000 / $76,250,000      
Additional Debt Type(1): Pari Passu / Subordinate      
         

 

Escrows and Reserves(3)   Financial Information(1)
  Initial Monthly Initial Cap     Senior Loan Loan Combination
Taxes: $122,519 $138,561 N/A   Cut-off Date Loan / SF:   $139   $276
Insurance: $177,648 Springing N/A   Maturity Date Loan / SF:   $139   $276
Replacement Reserves: $700,000 Springing N/A   Cut-off Date LTV: 31.8% 63.0%
TI / LC Reserve: $13,900,000 Springing $2,360,000   Maturity Date LTV: 31.8% 63.0%
Other: $1,469,000 $165,616 N/A   UW NCF DSCR: 5.08x  2.56x
          UW NOI Debt Yield: 16.9%   8.5%
               
 
Sources and Uses
Sources Proceeds % of Total   Uses Proceeds % of Total
Senior Loan $77,500,000 32.6%    Purchase Price $218,000,000 91.6%
Subordinate Note 76,250,000 32.0     Reserves 16,369,167 6.9   
Sponsor Equity 54,100,000 22.7     Closing Costs 3,588,382 1.5   
Preferred Equity 30,107,549 12.7          
Total Sources $237,957,549 100.0%   Total Uses $237,957,549 100.0%
(1)The 111 River Street Mortgage Loan (as defined below) is part of the 111 River Street Loan Combination (as defined below) with an original aggregate principal balance of $153,750,000. The Financial Information in the chart above reflects the 111 River Street Senior Loan (as defined below) and the 111 River Street Loan Combination. For additional information, see “The Loan” below.

(2)The defeasance lockout period, with respect to a defeasance of the 111 River Street Loan Combination, will be at least 24 payment dates beginning with and including the first payment date on March 6, 2022. Defeasance of the full $153,750,000 111 River Street Loan Combination is permitted after the date that is earlier of (i) two years from the closing date of the securitization that includes the last note to be securitized and (ii) January 21, 2026.

(3)For a full description of Escrows and Reserves, please refer to “Escrows and Reserves” below.

 

The Loan. The tenth largest mortgage loan (the “111 River Street Mortgage Loan”) is part of a loan combination (the “111 River Street Loan Combination”) that is evidenced by three pari passu senior promissory notes in the aggregate original principal amount of $77,500,000 (collectively, the “111 River Street Senior Loan”) and one pari passu subordinate promissory note in the original principal amount of $76,250,000 (the “111 River Street Subordinate Companion Loan”). The 111 River Street Loan Combination was originated on January 21, 2022, by Bank of Montreal (“BMO”). The 111 River Street Loan Combination is secured by a first priority mortgage on the borrowers’ leasehold interest in a 557,719 square foot office property located in Hoboken, New Jersey (the “111 River Street Property”). The 111 River Street Mortgage Loan is evidenced by the non-controlling promissory Note A-1, with a principal balance as of the Cut-off Date of $37,500,000. The remaining notes are currently held by affiliates of BMO and are expected to be contributed to one or more future

 

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.

 

103 

 

 

Structural and Collateral Term Sheet   BMO 2022-C1
 
No. 10 – 111 River Street

 

securitization trusts. The 111 River Street Loan Combination will be serviced pursuant to the pooling and servicing agreement for the BMO 2022-C1 trust.

 

Loan Combination Summary
Note Original Balance Cut-off Date Balance   Note Holder Controlling Piece
A-1 $37,500,000 $37,500,000   BMO 2022-C1 No
A-2(1) $28,000,000 $28,000,000   BMO No
A-3(1) $12,000,000 $12,000,000   BMO No
Total Senior Loan $77,500,000 $77,500,000      
B Note $76,250,000 $76,250,000   BMO 2022-C1 Yes
Loan Combination $153,750,000 $153,750,000      
             
(1)Expected to be contributed to one or more future securitizations.

 

The Property. The 111 River Street Property consists of a 13-story office property comprised of 525,987 square feet of office space and 31,732 of retail square feet located at 111 River Street in Hoboken, New Jersey. The 111 River Street Property has a total of 248 parking spaces (approximately 0.45 parking spaces per 1,000 square feet of NRA) provided by the subterranean parking garage. The 111 River Street Property is situated on the Hoboken riverfront and features unobstructed views of downtown Manhattan across the Hudson River. The 111 River Street Property is across the street from Pier A Park which includes a great lawn and plenty of outdoor seating, serving as an amenity for the tenants at the 111 River Street Property. The Hoboken New Jersey Path train station is within walking distance and provides direct access to downtown and midtown Manhattan. The 111 River Street Property is situated on approximately 1.10 acres, which is ground leased from the Port Authority of New York and New Jersey and the City of Hoboken, New Jersey through September 28, 2089. The 111 River Street Property was constructed in 2002. John Wiley & Sons Inc. and Sumitomo Mitsui Trust Bank, with a combined 59.5% of the total NRA, are long-term occupants of the building. The retail space is 100.0% leased by four tenants, Crunch Holdings LLC, Gregorys Coffee, PNC Bank National Association and Tapmasters.

 

COVID-19 Update. As of January 21, 2022, the 111 River Street Loan Combination is not subject to any forbearance, modification or debt service relief request. As of January 21, 2022, the borrowers have reported that the 111 River Street Property is open and operating, with the tenants having paid their full January 2022 rent payments. The first debt service payment due date of the 111 River Street Loan Combination is March 6, 2022.

 

Major Tenants. The two largest tenants based on underwritten base rent are John Wiley & Sons Inc. and Sumitomo Mitsui Trust Bank.

 

John Wiley & Sons Inc. (293,633 square feet; 52.6% NRA; 56.7% of underwritten base rent): John Wiley & Sons Inc. is headquartered at the 111 River Street Property and is a global leader in research and education. Founded over 200 years ago in 1807, the company is best known for its college text books and today has transitioned to digital products and services which make up approximately 82.0% of its current revenue. The company reported fiscal year 2021 revenue of $1.94 billion. John Wiley & Sons Inc. occupies 290,353 square feet of office space on floors two through seven of the building as well as 3,279 square feet for storage within the basement of the building. John Wiley & Sons Inc. extended its lease in July 2017 and was provided a tenant improvement allowance of approximately $19.6 million. The current lease expires in March 2033 and contains two, five-year renewal options and no early termination options.

 

Sumitomo Mitsui Trust Bank (38,134 square feet; 6.8% NRA; 9.6% of underwritten base rent): Sumitomo Mitsui Trust Bank (“Sumitomo Bank”), a subsidiary of Sumitomo Mitsui Banking Corporation, is a Japanese multinational banking and financial services company based in Tokyo. As of September 30, 2021, Sumitomo Mitsui Banking Corporation reported total assets of just over two trillion dollars and over 86,000 employees. An original tenant in the building, Sumitomo Bank preleased space in the building during construction. Sumitomo Bank occupies 38,134 square feet on the building’s top and premier floor as a full floor tenant. Sumitomo Bank extended its lease in September 2017 and was provided a tenant improvement allowance of approximately $715,013 to complete improvements within its space. The current lease expires in January 2024 and contains one, five-year renewal option and no early termination options.

 

Environmental. According to a Phase I environmental assessment dated December 21, 2021, there was no evidence of any recognized environmental conditions at the 111 River Street Property.

 

Historical and Current Occupancy(1)
2018 2019 2020 Current
77.5% 77.6% 81.4% 82.6%
(1)Based on the underwritten rent roll as of January 1, 2022.

 

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.

 

104 

 

 

Structural and Collateral Term Sheet   BMO 2022-C1
 
No. 10 – 111 River Street

 

Top Tenant Summary(1)
Tenant Ratings
Moody’s/S&P/Fitch(2)
Net Rentable Area (SF) % of
Total NRA
UW
Base Rent PSF(3)

UW
Base Rent(3)
% of Total
UW Base Rent
Lease
Exp. Date
John Wiley & Sons Inc. NR/NR/NR 293,633 52.6% $37.27 $10,943,981 56.7% 3/31/2033(4)
Sumitomo Mitsui Trust Bank A1/A-/NR 38,134 6.8    48.59  1,852,804 9.6    1/31/2024(5)
Major Tenants   331,767 59.5% $38.57 $12,796,785 66.3%  
               
Other Tenants   128,665 23.1% $50.57 $6,506,715 33.7%  
               
Occupied Collateral Total / Wtd. Avg.   460,432 82.6% $41.92 $19,303,500 100.0%  
               
Vacant Space   97,287 17.4%        
               
Collateral Total   557,719 100.0%        
               
(1)Based on underwritten rent roll dated as of January 1, 2022.

(2)Ratings provided are for the parent company of the entity listed in the “Tenant” field whether or not the parent company guarantees the lease.

(3)UW Base Rent PSF and UW Base Rent include rent steps through December 2022 for tenants other than John Wiley & Sons Inc. of approximately $80,077 and rent steps through April 2023 for John Wiley & Sons Inc. of approximately $1,167,970.

(4)John Wiley & Sons Inc. has two, five-year extension options remaining.

(5)Sumitomo Mitsui Trust Bank has one, five-year extension option.

 

Lease Rollover Schedule(1)
Year Number of Leases Expiring Net Rentable Area Expiring % of NRA Expiring UW Base Rent Expiring(2) % of UW Base Rent Expiring Cumulative Net Rentable Area Expiring Cumulative % of NRA Expiring Cumulative UW Base Rent Expiring(2) Cumulative % of UW Base Rent Expiring
Vacant NAP 97,287 17.4% NAP  NAP 97,287 17.4% NAP  NAP
2022 0 0 0.0 $0 0.0% 97,287 17.4% $0  0.0%
2023 1 7,543 1.4 $408,227 2.1 104,830 18.8% $408,227 2.1%
2024 1 38,134 6.8 $1,852,804 9.6 142,964 25.6% $2,261,031 11.7%
2025 0 0 0.0 $0 0.0 142,964 25.6% $2,261,031 11.7%
2026 3 31,779 5.7 $1,585,183 8.2 174,743 31.3% $3,846,214 19.9%
2027 1 4,500 0.8 $292,500 1.5 179,243 32.1% $4,138,714 21.4%
2028 0 0 0.0 $0 0.0 179,243 32.1% $4,138,714 21.4%
2029 2 39,259 7.0 $1,867,731 9.7 218,502 39.2% $6,006,445 31.1%
2030 1 13,662 2.4 $710,697 3.7 232,164 41.6% $6,717,143 34.8%
2031 1 10,512 1.9 $536,112 2.8 242,676 43.5% $7,253,255 37.6%
2032 & Beyond 9 315,043 56.5 $12,050,245 62.4 557,719 100.0% $19,303,500 100.0%
Total 19 557,719 100.0% $19,303,500 100.0%        
(1)Based on the underwritten rent roll dated as of January 1, 2022.

(2)UW Base Rent Expiring and Cumulative UW Base Rent Expiring include rent steps through December 2022 for tenants other than John Wiley & Sons Inc. of approximately $80,077 and rent steps through April 2023 for John Wiley & Sons Inc. of approximately $1,167,970.

 

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.

 

105 

 

 

Structural and Collateral Term Sheet   BMO 2022-C1
 
No. 10 – 111 River Street

 

Operating History and Underwritten Net Cash Flow
  2018 2019

2020

 

TTM(1)(2) Underwritten Per Square Foot %(3)
Occupancy 77.5% 77.6% 81.4% 0.0% 82.1%    
Gross Potential Rent $17,383,219 $16,853,841 $17,622,252 $18,453,776 $19,259,904 $34.53 86.1%
Vacancy Gross Up 0 0 0 0 4,864,350 8.72 21.8
Reimbursement Income(4) 430,219 197,920 232,983 254,975 464,742 0.83 2.1
Rent Bumps - 12 Months(5) 0 0 0 0 80,077 0.14 0.4
Rent Bump - Wiley (5) 0 0 0 0 1,167,970 2.09 5.2
Parking Income 1,050,355 1,042,366 479,978 464,075 875,498 1.57 3.9
Tenant Electric 642,112 405,924 208,201 325,055 515,724 0.92 2.3
Gross Revenue $19,505,905 $18,500,051 $18,543,414 $19,497,881 $27,228,265 $48.82 121.8%
Free Rent (3,591,825) (896,562) (444,930) (1,179,720) 0 0.00 0.0
Actual Vacancy 0 0 0 0 (4,864,350) (8.72) (21.8)
Underwriting Vacancy 0 0 0 0 0 0.00 0.0
Total Vacancy $0 $0 $0 $0 ($4,864,350) ($8.72) (21.8%)
Net Rental Collections $15,914,080 $17,603,490 $18,098,484 $18,318,161 $22,363,915 $40.10 100.0%
Other Income (U & O) 217,601 31,915 77,892 43,444 87,657 0.16 0.4
HVAC Charges 78,083 468,898 198,787 75,763 89,500 0.16 0.4
Total Income $16,209,764 $18,104,302 $18,375,164 $18,437,368 $22,541,072 $40.42 100.8%
               
Real Estate Taxes $1,406,058 $1,406,058 $1,469,748 $1,470,147 $1,662,735 $2.98 7.4%
Insurance 175,263 200,949 305,435 353,897 304,539 0.55 1.4
Management Fee 454,746 524,424 541,781 565,271 450,821 0.81 2.0
Utilities 1,293,591 1,011,321 799,140 903,600 1,319,051 2.37 5.9
Repairs and Maintenance 1,607,510 1,666,195 1,610,043 1,744,856 1,860,212 3.34 8.3
Payroll & Benefits 192,708 202,152 213,756 214,946 215,000 0.39 1.0
Janitorial 806,081 862,732 405,286 (15,294) 820,917 1.47 3.6
Security 492,752 507,718 548,290 593,014 440,000 0.79 2.0
General & Administrative 110,269 113,920 98,663 110,640 82,873 0.15 0.4
Parking 567,229 590,661 434,802 356,440 300,000 0.54 1.3
Association Dues 239,223 244,103 247,790 251,388 253,862 0.46 1.1
Ground Rent 2,113,076 1,991,416 1,933,170 1,959,942 1,735,373 3.11 7.7
Total Expenses $9,458,506 $9,321,649 $8,607,905 $8,508,847 $9,445,383 $16.94 41.9%
Expense Reimbursement Ratio 11.3% 6.5% 5.1% 12.3% 10.4%    
Expense Ratio 58.4% 51.5% 46.8% 46.2% 41.9%    
Parking Expense Ratio 54.0% 56.7% 90.6% 76.8% 34.3%    
Net Operating Income $6,751,258 $8,782,654 $9,767,259 $9,928,521 $13,095,689 $23.48 58.1%
Tenant Improvements 0 0 0 0 0 0.00 0.0
Leasing Commissions 0 0 0 0 0 0.00 0.0
Replacement Reserves 0 0 0 0 0 0.00 0.0
Total Leasing & Capital Cost $0 $0 $0 $0 $0 $0.00 0.0%
Net Cash Flow $6,751,258 $8,782,654 $9,767,259 $9,928,521 $13,095,689 $23.48 58.1%
Operating Margin 41.6% 48.5% 53.2% 53.8% 58.1%    
(1)The increase in Underwritten Net Operating Income from TTM Net Operating Income is primarily driven by (i) inclusion of the Wiley & Sons Inc. rent bump, (ii) burn off/reserve of free rent and (iii) normalization of parking income.

(2)TTM represents the trailing 12 months ending October 31, 2021.

(3)% column represents percent of Net Rental Collections for all revenue lines and represents percent of Total Income for the remainder of fields.

(4)Total Reimbursements include reimbursements for tenant electricity.

(5)Underwritten Rent Steps through December 2022 for tenants other than John Wiley & Sons Inc. total approximately $80,077. Underwritten Rent Steps for John Wiley & Sons Inc. through April 2023 total approximately $1,167,970.

 

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.

 

106 

 

 

Structural and Collateral Term Sheet   BMO 2022-C1
 
No. 10 – 111 River Street

 

The Market. The 111 River Street Property is located in Hoboken, Hudson County, New Jersey, in the central business district of Hoboken. The 111 River Street Property is situated in the Hudson Waterfront submarket at the intersection of River Street and First Street and is surrounded primarily by office properties, service businesses, and ground level retail. The major influence for the immediate area is the access to the local highway system, as well as its proximity to New York City, the Jersey City waterfront, and public transportation. Major highways within one-to-two miles of the 111 River Street Property include Interstate 495, Route 1 and Route 9 to the north, and the New Jersey Turnpike to the west. The Lincoln Tunnel and Holland Tunnel, which provide access to Lower Manhattan and Midtown Manhattan, are within two-to-three miles of the 111 River Street Property.

 

According to the appraisal, as of the third quarter of 2021, the NNJ Metro office market had an inventory of approximately 153.5 million square feet, overall vacancy of approximately 17.3% and average asking rent of $29.52 per square foot. As of the third quarter of 2021, the Hudson Waterfront office submarket had an inventory of approximately 19.6 million square feet, overall vacancy of approximately 16.2% and average asking rent of $40.06 per square foot. According to the appraisal, the 2021 population within a one-, three- and five-mile radius was 72,730, 931,791 and 1,982,163, respectively. The 2021 median household income within a one-, three- and five-mile radius was $141,822, $104,046 and $105,663, respectively.

 

The following table presents certain information relating to comparable office leases for the 111 River Street Property:

 

Comparable Office Leases(1)
Property Name/Location Year Built/ Renovated NRA (SF) Tenant Lease Size (SF) Rent PSF Commencement Lease Term (Years) Lease Type

111 River Street

Hoboken, NJ

2002/NAP 557,719(2) Various Various $43.06(2) Various Various Various

Harborside Plaza 2

Jersey City, NJ

2003/NAP 507,781 ROAR 50,000 $38.00 Jun-21 5.5 Yrs. Full Service

Waterfront Corporate Center II

Hoboken, NJ

2003/NAP 507,781 RMS 27,000 $53.50 Jun-21 5.5 Yrs. Full Service

Goldman Sachs Building

Jersey City, NJ

2004/NAP 1,750,000 AIG 227,852 $45.00 Mar-21 16.0 Yrs. Full Service

Baker Waterfront Plaza

Hoboken, NJ

1987/NAP 92,892 NJ Transit 11,000 $40.00 May-21 10.0 Yrs. Full Service

70 Hudson Street

Jersey City, NJ

2001/NAP 431,438 TD Ameritrade 207,296 $46.00 Aug-21 12.4 Yrs. Full Service

Waterfront Corporate Center II

Hoboken, NJ

2003/NAP 507,781 Jet.com / Walmart 41,453 $52.00 Jul-18 12.0 Yrs. Full Service
(1)Source: Appraisal.

(2)Based on the underwritten rent roll dated as of January 1, 2022, with rent steps of approximately $80,077 through December 2022.

 

The following table presents certain information relating to comparable retail leases for the 111 River Street Property:

 

Comparable Retail Leases(1)
Property Name/Location Year Built/ Renovated NRA (SF) Tenant Lease Size (SF) Rent PSF Commencement Lease Term (Years) Lease Type

111 River Street

Hoboken, NJ

2002/NAP 557,719(2) Various Various $47.87(2) Various Various Various

322 Washington Street

Hoboken, NJ

NAV NAV Hoboken BBQ 1,700 $56.47 Oct-21 5.0 Yrs. Modified Gross

109 Christopher Columbus Dr.

Jersey City, NJ

NAV NAV Early Beginnings 4,777 $52.00 Jan-20 10.0 Yrs. NNN

40 Riverwalk Place

West New York, NJ

NAV NAV Row House 2,500 $40.00 Jun-19 10.0 Yrs. NNN

1101 Grand Street

Hoboken, NJ

NAV NAV Doluce & Saulda 1,300 $48.00 Apr-18 10.0 Yrs. NNN
(1)Source: Appraisal.

(2)Based on the underwritten rent roll dated as of January 1, 2022, with rent steps of approximately $80,077 through December 2022.

 

The Borrowers. The borrowers are River and First Streets LLC and 280 - 10 Group LLC, as tenants in common, each a Delaware limited liability company, structured to be a single purpose bankruptcy-remote entity with two independent directors. Counsel to the borrowers provided a non-consolidation opinion in connection with the origination of the 111 River Street Loan Combination.

 

The Borrower Sponsors. The borrower sponsors are Steven J. Pozycki and David Werner. Steven J. Pozycki is the founder of SJP Properties. Since its founding in 1981, SJP Properties has successfully developed more than 25 million square feet of ground-up real estate projects in partnership with major public and private institutions. SJP Properties previously developed the 111 River Street Property in 2002 before selling it to JPMorgan at the completion of the construction. It was subsequently sold to Mack-Cali in 2016. SJP Properties has owned and managed the remaining two Class A office properties which together make up the Waterfront Corporate Center (Buildings

 

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.

 

107 

 

 

Structural and Collateral Term Sheet   BMO 2022-C1
 
No. 10 – 111 River Street

 

II and III). David Werner Real Estate Investments is the investment company of David Werner, a New York based private real estate investor who has been actively involved in commercial real estate for more than 35 years. He is currently a principal in more than 15 million square feet of office and nearly 9,000 apartment units.

 

Property Management. The 111 River Street Property is managed by SJP Corporate Real Estate Services, Inc., a Delaware corporation, an affiliate of the borrower sponsors.

 

Escrows and Reserves. At origination, the borrowers were required to deposit into escrow (i) approximately $122,519 for real estate taxes, (ii) approximately $177,648 for insurance, (iii) $13,900,000 for tenant improvement, leasing commissions, and other leasing costs (the “TI/LC Reserve”), (iv) $700,000 for capital expenditures, (v) $1,258,196.33 to replicate the difference between (x) the monthly rental amounts due and payable under the John Wiley & Sons Inc. lease and (y) the monthly rental amount that will be due and payable under the John Wiley & Sons Inc. lease as of the April 2023 rent step up under such lease, (vi) $165,615.50 for base rent and O&M rent due under the Ground Lease (as defined below), and (vii) $45,188 with respect to free rent due under the leases in place at closing.

 

Tax Escrows – On a monthly basis, the borrowers are required to escrow 1/12th of the annual estimated real estate taxes, which currently equates to $138,561.

 

Insurance Escrows – On a monthly basis, the borrowers are required to escrow 1/12th of the annual estimated insurance premium, provided that such monthly deposits are not required so long as a blanket or umbrella insurance policy acceptable to the lender and covering the 111 River Street Property is in effect.

 

Replacement Reserve – The borrowers are required to escrow $6,971 for replacement reserves on a monthly basis upon the occurrence and continuation of a Trigger Period (as defined below).

 

TI/LC Reserve – On the first payment date when the balance of the TI/LC Reserve falls below $2,360,000 and on each payment date thereafter until the balance of the TI/LC Reserve is at least $2,360,000, the borrowers will be required to escrow monthly the amount of $46,477 for tenant improvements and leasing commissions.

 

Ground Rent Escrows – On a monthly basis, the borrowers are required to escrow approximately 1/12th of the annual estimated base rent and O&M rent due under the Ground Lease, which currently equates to $165,615.50.

 

Lockbox / Cash Management. The 111 River Street Loan Combination is structured with a hard lockbox and springing cash management. The borrowers are required to, or are required to cause the property manager to, direct each tenant of the 111 River Street Property to deposit funds directly into the lockbox account controlled by the lender. Notwithstanding the foregoing, the borrowers or property manager are required to deposit all revenues otherwise received into the lockbox account within two business days of receipt. On each business day, all sums on deposit in the lockbox account are required to be swept to the cash management account. On each payment date, all sums on deposit in the cash management account are required to be applied and disbursed in accordance with the 111 River Street Loan Combination documents. During the continuance of a Trigger Period (as defined below), any excess cash is required to be held by the lender as additional security for the 111 River Street Loan Combination.

 

A “Trigger Period” will commence upon: (i) the occurrence of an event of default under the 111 River Street Loan Combination documents and will continue until such event of default is cured; (ii) the date on which the debt yield as calculated in the 111 River Street Loan Combination documents is less than 6.0% (a “Debt Yield Trigger”) and will continue until the debt yield is at least 6.0% for two consecutive quarters; or (iii) any termination, notice of termination, default or cessation of operations of John Wiley & Sons Inc. or the occurrence of the date that is twelve (12) months prior to the expiration of the John Wiley & Sons Inc.

 

Subordinate and Mezzanine Debt. The 111 River Street Property also secures the 111 River Street Subordinate Companion Loan, which has a Cut-off Date principal balance of $76,250,000. The 111 River Street Subordinate Companion Loan accrues interest at a rate of 3.28000% per annum. The 111 River Street Senior Loan is senior in right of payment to the 111 River Street Subordinate Companion Loan.

 

Preferred Equity. On the origination date, the preferred equity holders made preferred equity investments in the aggregate amount of $30,000,000 (collectively, the “Preferred Equity Investment”). The Preferred Equity Investment is required to be redeemed upon the earlier to occur of (a) a sale or other disposition of the 111 River Street Property or (b) the refinance of the 111 River Street Loan Combination, but in no event later than February 6, 2027. The preferred equity holder is entitled to a preferred return of 11.00% per annum (of which (x) 7.00% will be paid monthly on a current basis from excess cash flow remaining after payment of amounts due under the 111 River Street Loan Combination documents and (y) 4.00% will accrue and compound until the redemption date). Upon the occurrence of a preferred equity event of default, the preferred equity holder is permitted to take control of the borrowers pursuant to the terms of the 111 River Street Loan Combination documents, including that a replacement guarantor must provide a replacement guaranty of recourse obligations and environmental indemnity agreement in substantially the forms provided by the guarantor at loan origination, which replacement guarantor must (i) be controlled by, and at least 0.5% owned by, 3650 REIT Investment Management LLC, a Delaware limited liability company, (ii) have a net worth of at least $100 million (exclusive of any interest in the 111 River Street Property), (iii) be at

 

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. 10 – 111 River Street

 

least 51% owned by either the California State Teachers’ Retirement System, a public entity, or a “Qualified Transferee” (as defined in the 111 River Street Loan Combination documents), and (iv) otherwise satisfy lender’s standard KYC requirements.

 

Partial Release. Not permitted.

 

Ground Lease. The 111 River Street Property is subject to a 98-year ground lease, dated as of September 29, 2000, between the Port Authority of New York and New Jersey and the City of Hoboken, New Jersey, collectively as landlord, and the borrowers, collectively as tenant (the “Ground Lease”). The term of the Ground Lease commenced on September 29, 2000 and expires September 30, 2098. The annual rent, paid monthly, is fixed (current monthly rent payments equal to approximately $125,233) with stated scheduled adjustments at specified intervals. In addition to annual rent, the ground lessor makes O&M payments and percentage rent (when applicable) equal to 1% of gross revenues (currently estimated to approximately $21,155.17 per month) to the extent of net available cashflow. The lease contains standard leasehold mortgagee protections including notice and cure rights, right to a new lease in the event of termination of the ground lease (including rejection of the ground lease in bankruptcy), and an agreement that no amendment or modification of the ground lease entered into without lender’s consent shall be effective.

 

Payment in Lieu of Taxes. Pursuant to the terms of the Ground Lease, the 111 River Street Property is not subject to the imposition or payment of taxes during the term of the Ground Lease, provided that, in lieu thereof, the borrowers shall pay to the City of Hoboken, New Jersey, in equal quarterly installments, the annual PILOT Rent, which is the product of the Applicable PILOT Rate (as increased) and the applicable number of development square feet. The initial Applicable PILOT Rate was set at $2.00 PSF and increased by 2.75% compounded annually with increases effective every five years. Starting in May 2022 the PILOT Rate will increase yearly by the greater of (i) 2.00% and (ii) the increase in the Tax Rate for Hudson County. The borrowers have the right at any time to have the 111 River Street Property placed on the tax rolls and become subject to the payment of ad valorem real estate taxes (at which time, the borrowers’ obligation to make the annual PILOT rent payments will cease); however, pursuant to the 111 River Street Loan Combination documents, borrowers have agreed to not to make any such election to have the 111 River Street Property placed on the tax rolls or to otherwise cause, permit or suffer the 111 River Street Property (or any portion thereof) to become subject to the payment of ad valorem real estate taxes. If not earlier terminated, the PILOT is co-terminus with the Ground Lease (expiring September 30, 2098).

 

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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Contacts

 

BMO Capital Markets CMBS Capital Markets & Banking
Contact E-mail Phone Number
Paul Vanderslice paul.vanderslice@bmo.com (203) 451-4151
Managing Director    
     
David Schell

david.schell@bmo.com

(201) 723-4872
Managing Director    
     
Ravish Kamath ravish.kamath@bmo.com (860) 771-0788
Director    
     
BMO Capital Markets CMBS Trading & Structuring
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Andrew Noonan andrew.noonan@bmo.com (646) 658-3932
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Mary Kunka mary.kunka@bmo.com (201) 247-4182
Managing Director    
     
Michael Chen lei4.chen@bmo.com (718) 869-0700
Director    
     
BMO Capital Markets Securitized Products Syndicate
Contact E-Mail Phone Number
Alex Smith-Constantine alex.smithconstantine@bmo.com (212) 702-1866
Managing Director    
     
Trinian Donohoe trinian.donohoe@bmo.com (212) 702-1866
Vice President    
     
Deutsche Bank Securities CMBS Capital Markets & Banking
Contact E-Mail Phone Number
Lainie Kaye lainie.kaye@db.com (212) 250-5270
Managing Director    
     
Cameron Cleveland cameron.cleveland@db.com (212) 250-9410
Director    
     
     
KeyBank CMBS Capital Markets and Banking
Contact E-Mail Phone Number
Joe DeRoy joe_a_deroy@keybank.com (913) 317-4230
Senior Vice President    
     
Jeff Watzke jeffrey_d_watzke@keybank.com (312) 730-2735
Senior Vice President    
     
Kathy Messmer kathy_messmer@keybank.com (913) 317-4153
Vice President