FWP 1 n401_ts-x1.htm FREE WRITING PROSPECTUS Unassociated Document
 
   
FREE WRITING PROSPECTUS
   
FILED PURSUANT TO RULE 433
   
REGISTRATION FILE NO.: 333-193376-14
     
 
 
        December 4, 2014   
         
    FREE WRITING PROSPECTUS    
         
    STRUCTURAL AND COLLATERAL TERM SHEET    
         
    $824,844,358    
         
    (Approximate Total Mortgage Pool Balance)    
         
         
    $713,490,000    
         
    (Approximate Offered Certificates)    
         
         
    COMM 2014-CCRE21    
         
             
         
   
Deutsche Mortgage & Asset Receiving Corporation
Depositor
   
         
         
   
German American Capital Corporation
Cantor Commercial Real Estate Lending, L.P.
KeyBank National Association
Natixis Real Estate Capital LLC
UBS Real Estate Securities Inc.
Pillar Funding LLC
Sponsors and Mortgage Loan Sellers
   
         
         
  Deutsche Bank Securities  
Cantor Fitzgerald & Co.
 
   
Joint Bookrunning Managers and Co-Lead Managers
   
             
 
KeyBanc Capital Markets
Guggenheim Securities
 
Natixis Securities Americas LLC
CastleOak Securities, L.P.
 
             
     
Co-Managers
     
             
  The depositor has filed a registration statement (including the prospectus) with the Securities and Exchange Commission (File No. 333-193376) 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 Deutsche Bank Securities Inc., any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-503-4611 or by email to the following address: prospectus.cpdg@db.com. 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.  
             
 
 
 

 
 
 
 
 
 
 
 

 
 
 
COMM 2014-CCRE21 Mortgage Trust
 
Capitalized terms used but not defined herein have the meanings assigned to them in the other Free Writing Prospectus expected to be dated December 4, 2014, relating to the offered certificates (hereinafter referred to as the “Free Writing Prospectus”).
 
KEY FEATURES OF SECURITIZATION
 
Offering Terms:
 
Joint Bookrunners & Co-Lead Managers:
Deutsche Bank Securities Inc.
Cantor Fitzgerald & Co.
   
Co-Managers:
KeyBanc Capital Markets Inc., Natixis Securities Americas LLC, Guggenheim Securities, LLC  and CastleOak Securities, L.P.
   
Mortgage Loan Sellers:
German American Capital Corporation* (“GACC”) (51.5%), Cantor Commercial Real Estate Lending, L.P. (“CCRE”) (23.3%), KeyBank National Association (“KeyBank”) (9.3%), Natixis Real Estate Capital LLC (“Natixis”) (7.2%), UBS Real Estate Securities Inc. (“UBSRES”) (5.3%) and Pillar Funding LLC (“Pillar”) (3.4%)
*An indirect wholly owned subsidiary of Deutsche Bank AG.
   
Master Servicer:
Midland Loan Services, a Division of PNC Bank, National Association
   
Operating Advisor:
Park Bridge Lender Services LLC
   
Special Servicer:
LNR Partners, LLC
   
Trustee:
Wells Fargo Bank, National Association
   
Certificate Administrator:
Wells Fargo Bank, National Association
   
Rating Agencies:
Moody’s Investors Service, Inc., Fitch Ratings, Inc., Kroll Bond Rating Agency, Inc. and Morningstar Credit Ratings, LLC
   
Determination Date:
The 6th day of each month, or if such 6th day is not a business day, the following business day, commencing in January 2015.
   
Distribution Date:
4th business day following the Determination Date in each month, commencing in January 2015.
   
Cut-off Date:
Payment Date in December 2014 (or related origination date, if later). Unless otherwise noted, all Mortgage Loan statistics are based on balances as of the Cut-off Date.
   
Settlement Date:
On or about December 19, 2014
   
Settlement Terms:
DTC, Euroclear and Clearstream, same day funds, with accrued interest.
   
ERISA Eligible:
All of the Offered Certificates are expected to be ERISA eligible.
   
SMMEA Eligible:
None of the Offered Certificates will be SMMEA eligible.
   
Day Count:
30/360
   
Tax Treatment:
REMIC
   
Rated Final Distribution Date:
December 2047
   
Minimum Denominations:
$10,000 (or $100,000 with respect to Class X-A) and in each case in multiples of $1 thereafter.
   
Clean-up Call:
1%
 
Distribution of Collateral by Property Type
 
(PIE CHART)
 
THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES 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

 
 
COMM 2014-CCRE21 Mortgage Trust
 
TRANSACTION HIGHLIGHTS
 
Mortgage Loan Sellers
Number of
Mortgage
Loans
Number of
Mortgaged
Properties
Aggregate
Cut-off Date
Balance
% of Outstanding
Pool Balance
German American Capital Corporation
16
 
21
 
$424,492,005
 
51.5%
 
Cantor Commercial Real Estate Lending, L.P.
18
 
19
 
$192,506,971
 
23.3%
 
KeyBank National Association
8
 
11
 
$76,650,000
 
9.3%
 
Natixis Real Estate Capital LLC
6
 
9
 
$59,319,112
 
7.2%
 
UBS Real Estate Securities Inc.
6
 
14
 
$43,487,971
 
5.3%
 
Pillar Funding LLC
5
 
5
 
$28,388,298
 
3.4%
 
Total:
 59
 
   79
 
$824,844,358
 
100.0%
 
 
Pooled Collateral Facts:
Initial Outstanding Pool Balance:
$824,844,358
Number of Mortgage Loans:
59
Number of Mortgaged Properties:
79
Average Mortgage Loan Cut-off Date Balance:
$13,980,413
Average Mortgaged Property Cut-off Date Balance:
$10,441,068
Weighted Average Mortgage Rate:
4.4427%
Weighted Average Mortgage Loan Original Term to Maturity (months):
113
Weighted Average Mortgage Loan Remaining Term to Maturity (months):
112
Weighted Average Mortgage Loan Seasoning (months):
1
% of Mortgaged Properties Leased to a Single Tenant:
11.3%
 
Credit Statistics(1):
 
Weighted Average Mortgage Loan U/W NCF DSCR:
1.75x
Weighted Average Mortgage Loan Cut-off Date LTV(2):
64.8%
Weighted Average Mortgage Loan Maturity Date LTV(2):
57.6%
Weighted Average U/W NOI Debt Yield:
10.2%
 
Amortization Overview:
 
% Mortgage Loans with Amortization through Maturity:
32.7%
% Mortgage Loans with Interest Only through Maturity:
32.7%
% Mortgage Loans with Interest Only followed by Amortization:
34.6%
Weighted Average Remaining Amortization Term (months)(3):
352
 
Loan Structural Features:
 
% Mortgage Loans with Upfront or Ongoing Tax Reserves:
83.0%
% Mortgage Loans with Upfront or Ongoing Replacement Reserves(4):
78.3%
% Mortgage Loans with Upfront or Ongoing Insurance Reserves:
51.5%
% Mortgage Loans with Upfront or Ongoing TI/LC Reserves(5):
83.0%
% Mortgage Loans with Upfront Engineering Reserves:
56.3%
% Mortgage Loans with Upfront or Ongoing Other Reserves:
44.8%
% Mortgage Loans with In Place Hard Lockboxes:
60.1%
% Mortgage Loans with Cash Traps Triggered at Levels ≥ 1.10x:
76.8%
% Mortgage Loans with Defeasance Only After a Lockout Period and Prior to an Open Period(6):
89.7%
% Mortgage Loans with Prepayment Only After a Lockout Period and Prior to an Open Period with a Yield Maintenance Charge:
10.3%
 
(1)
With respect to the One Memorial Loan and the Loews Miami Beach Hotel Loan, LTV, DSCR and debt yield calculations include the related pari passu companion loans.
(2)
With respect to 3 mortgage loans, representing 10.5% of the initial outstanding principal balance, the Cut-off Date LTV and Maturity Date LTV have in certain cases been calculated based on the “as complete”, “as renovated” or “as stabilized” value. For additional information, see the Footnotes to Annex A-1 in the Free Writing Prospectus.
(3)
Excludes loans which are interest only for the full loan term.
(4)
Includes FF&E Reserves.
(5)
Represents the percent of the allocated initial outstanding principal balance of retail, office, industrial and mixed use properties only.
(6)
With respect to the Springdale Beltway Loan, defeasance is permitted for 58 payments after a lockout period, and after the defeasance period, the borrower may prepay in full with a prepayment penalty prior to an open period.
 
THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES 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

 
 
COMM 2014-CCRE21 Mortgage Trust
 
SUMMARY OF THE CERTIFICATES
 
OFFERED CERTIFICATES
 
Class(1)
Ratings
(Moody’s/Fitch/KBRA/Morningstar)
Initial Certificate
Balance or
Notional
Amount(2)
Initial
Subordination
Levels
Weighted
Average Life
(years)(3)
Principal
Window
(months)(3)
Certificate
Principal to
Value Ratio(4)
Underwritten
NOI Debt Yield(5)
Class A-1
Aaa(sf)/AAAsf/AAA(sf)/AAA
$30,000,000
30.000%(6)
2.66
1 - 56
45.4%
14.6%
Class A-2
Aaa(sf)/AAAsf/AAA(sf)/AAA
$91,176,000
30.000%(6)
4.80
56 - 60
45.4%
14.6%
Class A-SB
Aaa(sf)/AAAsf/AAA(sf)/AAA
$49,250,000
30.000%(6)
7.49
60 - 117
45.4%
14.6%
Class A-3
Aaa(sf)/AAAsf/AAA(sf)/AAA
$185,000,000
30.000%(6)
9.77
117 - 119
45.4%
14.6%
Class A-4
Aaa(sf)/AAAsf/AAA(sf)/AAA
$221,965,000
30.000%(6)
9.89
119 - 120
45.4%
14.6%
Class X-A(7)
NR/AAAsf/AAA(sf)/AAA
$629,974,000(8)
N/A
N/A
N/A
N/A
N/A
Class A-M(9)
NR/AAAsf/AAA(sf)/AAA
$52,583,000(10)
23.625%
9.98
120 - 120
49.5%
13.4%
Class B(9)
NR/AA-sf/AA-(sf)/AA-
$46,398,000(10)
18.000%
9.98
120 - 120
53.1%
12.4%
Class PEZ(9)
NR/A-sf/A-(sf)/A-
$136,099,000(10)
13.500%(6)
9.98
120 - 120
56.1%
11.8%
Class C(9)
NR/A-sf/A-(sf)/A-
$37,118,000(10)
13.500%(6)
9.98
120 - 120
56.1%
11.8%
 
NON-OFFERED CERTIFICATES
 
Class(1)
Ratings
(Moody’s/Fitch/KBRA/Morningstar)
Initial Certificate
Balance or
Notional
Amount(2)
Initial
Subordination
Levels
Weighted
Average
Life
(years)(3)
Principal
Window
(months)(3)
Certificate
Principal to
Value Ratio(4)
Underwritten
NOI Debt Yield(5)
Class X-B(7)
NR/A-sf/AAA(sf)/AAA
$83,516,000(8)
N/A
N/A
N/A
N/A
N/A
Class X-C(7)
NR/BBB-sf/BBB-(sf)/AAA
$40,211,000(8)
N/A
N/A
N/A
N/A
N/A
Class X-D(7)
NR/NR/BB(sf)/AAA
$27,839,000(8)
N/A
N/A
N/A
N/A
N/A
Class X-E(7)
NR/NR/B-(sf)/AAA
$18,559,000(8)
N/A
N/A
N/A
N/A
N/A
Class X-F(7)
NR/NR/NR/AAA
$24,745,357(8)
N/A
N/A
N/A
N/A
N/A
Class D
NR/BBB-sf/BBB-(sf)/BBB-
$40,211,000
8.625%
9.98
120 - 120
59.2%
11.2%
Class E
NR/BB+sf/BBB-(sf)/BB+
$8,248,000
7.625%
9.98
120 - 120
59.9%
11.0%
Class F
NR/NR/BB(sf)/BB-
$19,591,000
5.250%
9.98
120 - 120
61.4%
10.8%
Class G
NR/NR/B(sf)/B
$10,310,000
4.000%
9.98
120 - 120
62.2%
10.6%
Class H
NR/NR/B-(sf)/NR
$8,249,000
3.000%
9.98
120 - 120
62.9%
10.5%
Class J
NR/NR/NR/NR
$24,745,357
0.000%
9.98
120 - 120
64.8%
10.2%
(1)
The pass-through rates applicable to the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class A-M, Class B, Class C, Class D, Class E, Class F, Class G, Class H and Class J Certificates will equal one of: (i) a fixed per annum rate, (ii) the weighted average of the net mortgage rates on the mortgage loans (in each case, adjusted, if necessary, to accrue on the basis of a 360-day year consisting of twelve 30-day months) as of their respective due dates in the month preceding the month in which such distribution date occurs, (iii) a rate equal to the lesser of a specified pass-through rate and the weighted average of the net mortgage rates on the mortgage loans (in each case, adjusted, if necessary, to accrue on the basis of a 360-day year consisting of twelve 30-day months) as of their respective due dates in the month preceding the month in which such distribution date occurs, or (iv) the weighted average of the net mortgage rates on the mortgage loans (in each case, adjusted, if necessary, to accrue on the basis of a 360-day year consisting of twelve 30-day months) as of their respective due dates in the month preceding the month in which such distribution date occurs, less a specified rate.  The Class PEZ Certificates will not have a pass-through rate, but will be entitled to receive the sum of the interest distributable on the percentage interest of the Class A-M, Class B and Class C trust components represented by the Class PEZ Certificates.  The pass-through rates on the Class A-M, Class B and Class C trust components will at all times be the same as the pass-through rate of the Class A-M, Class B and Class C Certificates, respectively.
(2)
Approximate; subject to a permitted variance of plus or minus 5%. In addition, the notional amount of the Class X-A, Class X-B, Class X-C, Class X-D, Class X-E and Class X-F Certificates may vary depending upon the final pricing of the classes of certificates and/or trust components whose Certificate Balances comprise such notional amounts, and, if as a result of such pricing the pass-through rate of the Class X-A, Class X-B, Class X-C, Class X-D, Class X-E or Class X-F Certificates, as applicable, would be equal to zero, such class of certificates will not be issued on the settlement date of this securitization.
(3)
The weighted average life and principal window during which distributions of principal would be received as set forth in the table with respect to each class of certificates with a Certificate Balance is based on (i) modeling assumptions and prepayment assumptions described in the Free Writing Prospectus, (ii) assumptions that there are no prepayments, delinquencies or losses on the mortgage loans and (iii) assumptions that there are no extensions of maturity dates and mortgage loans with anticipated repayment dates are repaid on the respective anticipated repayment dates.
(4)
“Certificate Principal to Value Ratio” for any class with a Certificate Balance is calculated as the product of (a) the weighted average mortgage loan Cut-off Date LTV of the mortgage pool, multiplied by (b) a fraction, the numerator of which is the total initial Certificate Balance of the related class of Certificates and all other classes, if any, that are senior to such class, and the denominator of which is the total initial Certificate Balance of all Certificates. The Certificate Principal to Value Ratios of the Class A-1, Class A-2, Class A-SB, Class A-3, and Class A-4 Certificates are calculated in the aggregate for those classes as if they were a single class.
(5)
“Underwritten NOI Debt Yield” for any class with a Certificate Balance is calculated as the product of (a) the weighted average U/W NOI Debt Yield for the mortgage pool, multiplied by (b) a fraction, the numerator of which is the total initial Certificate Balance of all Certificates and the denominator of which is the total initial Certificate Balance of the related class of Certificates and all other classes, if any, that are senior to such class. The Underwritten NOI Debt Yields of the Class A-1, Class A-2, Class A-SB, Class A-3, and Class A-4 Certificates are calculated in the aggregate for those classes as if they were a single class.
(6)
The initial subordination levels for the Class A-1, Class A-2, Class A-SB, Class A-3, and Class A-4 Certificates are represented in the aggregate. The initial subordination levels for the Class PEZ and Class C Certificates are equal to the initial subordination level of the underlying Class C trust component which will have an initial outstanding balance on the settlement date of $37,118,000.
(7)
As further described in the Free Writing Prospectus, the pass-through rate applicable to the Class X-A, Class X-B, Class X-C, Class X-D, Class X-E and Class X-F Certificates for each Distribution Date will generally be equal to the excess of (i) the weighted average of the net mortgage rates on the mortgage loans (in each case, adjusted, if necessary to accrue on the basis of a 360 day year consisting of twelve 30-day months), over (ii)(A) with respect to the Class X-A Certificates, the weighted average of the pass-through rates of the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4 Certificates and the Class A-M trust component (based on their Certificate Balances), (B) with respect to the Class X-B Certificates, the weighted average of the pass-through rates of the Class B and Class C trust components (based on their Certificate Balances), (C) with respect to the Class X-C Certificates, the pass-through rate of the Class D Certificates, (D) with respect to the Class X-D Certificates, the weighted average of the pass-through rates of the Class E  and Class F Certificates (based on their Certificate Balances), (E) with respect to the Class
 
THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES 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

 
 
COMM 2014-CCRE21 Mortgage Trust
 
SUMMARY OF THE CERTIFICATES
 
 
X-E Certificates, the weighted average of the pass-through rates of the Class G and Class H (based on their Certificate Balances) and (F) with respect to the Class X-F Certificates, the pass-through rate of the Class J Certificates.
(8)
The Class X-A, Class X-B, Class X-C, Class X-D, Class X-E and Class X-F Certificates (the “Class X Certificates”) will not have Certificate Balances.  None of the Class X Certificates will be entitled to distributions of principal.  The interest accrual amounts on the Class X-A Certificates will be calculated by reference to a notional amount equal to the sum of the total Certificate Balances of each of the Class A-1, Class A-2, Class A-SB, Class A-3, and Class A-4 Certificates and the Class A-M trust component. The interest accrual amounts on the Class X-B Certificates will be calculated by reference to a notional amount equal to the sum of the total Certificate Balances of each of the Class B and Class C trust components. The interest accrual amounts on the Class X-C Certificates will be calculated by reference to a notional amount equal to the Certificate Balance of the Class D Certificates. The interest accrual amounts on the Class X-D Certificates will be calculated by reference to a notional amount equal to the sum of the total Certificate Balances of the Class E and Class F Certificates. The interest accrual amounts on the Class X-E Certificates will be calculated by reference to a notional amount equal to the sum of the total Certificate Balances of the Class G and Class H Certificates. The interest accrual amounts on the Class X-F Certificates will be calculated by reference to a notional amount equal to the Certificate Balance of the Class J Certificates.
(9)
Up to the full Certificate Balance of the Class A-M, Class B and Class C Certificates may be exchanged for Class PEZ Certificates, and Class PEZ Certificates may be exchanged for up to the full Certificate Balance of the Class A-M, Class B and Class C Certificates.
(10)
On the settlement date, the issuing entity will issue the Class A-M, Class B and Class C trust components, which will have outstanding principal balances on the settlement date of $52,583,000, $46,398,000 and $37,118,000, respectively. The Class A-M, Class B, Class PEZ and Class C Certificates will, at all times, represent undivided beneficial ownership interests in a grantor trust that will hold such trust components.  Each class of the Class A-M, Class B and Class C Certificates will, at all times, represent a beneficial interest in a percentage of the outstanding principal balance of the Class A-M, Class B and Class C trust components, respectively.  The Class PEZ Certificates will, at all times, represent a beneficial interest in the remaining percentages of the outstanding principal balances of the Class A-M, Class B and Class C trust components. Following any exchange of Class A-M, Class B and Class C Certificates for Class PEZ Certificates or any exchange of Class PEZ Certificates for Class A-M, Class B and Class C Certificates as described in the Free Writing Prospectus, the percentage interest of the outstanding principal balances of the Class A-M, Class B and Class C trust component that is represented by the Class A-M, Class B, Class PEZ and Class C Certificates will be increased or decreased accordingly. The initial Certificate Balance of each of the Class A-M, Class B and Class C Certificates represents the Certificate Balance of such class without giving effect to any exchange. The initial Certificate Balance of the Class PEZ Certificates is equal to the aggregate of the initial Certificate Balance of the Class A-M, Class B and Class C Certificates and represents the maximum Certificate Balance of the Class PEZ Certificates that could be issued in an exchange; such initial Certificate Balance is not included in the aggregate certificate principal balance of the offered certificates set forth on the cover page of this Term Sheet. The Certificate Balances of the Class A-M, Class B and Class C Certificates to be issued on the settlement date will be reduced, in required proportions, by an amount equal to the Certificate Balance of the Class PEZ Certificates issued on the settlement date.
 
Short-Term Certificate Principal Paydown Summary(1)
 
Class
Mortgage
Loan Seller
Mortgage Loan
Property Type
Cut-off Date
Balance
Remaining Term to Maturity (Mos.)
Cut-off Date LTV Ratio
U/W
NCF DSCR
U/W NOI
Debt Yield
A-1
GACC
The James Hotel Chicago
Hospitality
$35,000,000
 
56
47.9%
2.22x
12.8%
A-2
GACC
Simply Self Storage Portfolio II
Self Storage
$15,750,000
 
59
71.3%
1.52x
9.4%
A-2
GACC
Manhattan Place
Retail
$13,875,000
 
59
73.0%
1.94x
11.3%
A-2
Natixis
Unity Apartments
Multifamily
$10,800,000
 
59
60.7%
1.49x
9.3%
A-2
Natixis
Union Garden
Multifamily
$7,700,000
 
59
61.1%
1.46x
9.2%
A-2/A-SB
KeyBank
Holiday Manor
 Manufactured Housing Community 
$3,850,000
 
60
69.7%
1.49x
9.4%
A-2/A-SB
GACC
Harding Avenue Surfside
Retail
$3,150,000
 
60
52.5%
1.86x
8.0%
(1)
This table identifies loans with balloon payments due during the principal paydown window assuming 0% CPR and no losses or extensions for the indicated Certificates. See “Yield and Maturity Considerations—Yield Considerations” in the Free Writing 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.
 
 
6

 
 
COMM 2014-CCRE21 Mortgage Trust
 
STRUCTURE OVERVIEW
 
Principal Payments:
Payments in respect of principal of the Certificates will be distributed, first, to the Class A-SB Certificates, until the Certificate Balance of such Class is reduced to the planned principal balance for the related Distribution Date set forth on Annex A-3 to the Free Writing Prospectus, then, to the Class A-1, Class A-2, Class A-3, Class A-4 and Class A-SB Certificates, in that order, until the Certificate Balance of each such Class is reduced to zero, then, to the Class A-M trust component (and correspondingly to the Class A-M Certificates and the Class PEZ Certificates, pro rata, based on their respective percentage interests in the Class A-M trust component) until the principal balance of the Class A-M trust component has been reduced to zero, then, to the Class B trust component (and correspondingly to the Class B Certificates and the Class PEZ Certificates, pro rata, based on their respective percentage interests in the Class B trust component) until the principal balance of the Class B trust component has been reduced to zero, then, to the Class C trust component (and correspondingly to the Class C Certificates and the Class PEZ Certificates, pro rata, based on their respective percentage interests in the Class C trust component), until the principal balance of the Class C trust component has been reduced to zero, and then, to the Class D, Class E, Class F, Class G, Class H and Class J Certificates, in that order, until the Certificate Balance of each such Class is reduced to zero.  Notwithstanding the foregoing, if the total principal balance of the Class A-M, Class B and Class C trust components and the Certificate Balances of the Class D through Class J Certificates have been reduced to zero as a result of loss allocation, payments in respect of principal of the Certificates will be distributed, first, to the Class A-1, Class A-2, Class A-SB, Class A-3 and Class A-4 Certificates, on a pro rata basis, based on the Certificate Balance of each such Class, then, to the extent of any recoveries on realized losses, to the Class A-M trust component (and correspondingly to the Class A-M Certificates and the Class PEZ Certificates, pro rata, based on their respective percentage interests in the Class A-M trust component), then, to the extent of any recoveries on realized losses, to the Class B trust component (and correspondingly to the Class B Certificates and the Class PEZ Certificates, pro rata, based on their respective percentage interests in the Class B trust component), then, to the extent of any recoveries on realized losses, to the Class C trust component (and correspondingly to the Class C Certificates and the Class PEZ Certificates, pro rata, based on their respective percentage interests in the Class C trust component), then, to the extent of any recoveries on realized losses, to the Class D, Class E, Class F, Class G, Class H and Class J Certificates, in that order, in each case until the Certificate Balance of each such Class or trust component is reduced to zero (or previously allocated realized losses have been fully reimbursed).
 
The Class X-A, Class X-B, Class X-C, Class X-D, Class X-E and Class X-F Certificates will not be entitled to receive distributions of principal; however, (i) the notional amount of the Class X-A Certificates will be reduced by the aggregate amount of principal distributions and realized losses allocated to the Class A-1, Class A-2, Class A-SB, Class A-3, and Class A-4 Certificates and the Class A-M trust component; (ii) the notional amount of the Class X-B Certificates will be reduced by the aggregate amount of principal distributions and realized losses allocated to the Class B and Class C trust components; (iii) the notional amount of the Class X-C Certificates will be reduced by the principal distributions and realized losses allocated to the Class D Certificates; (iv) the notional amount of the Class X-D Certificates will be reduced by the aggregate amount of principal distributions and realized losses allocated to the Class E and Class F Certificates; (v) the notional amount of the Class X-E Certificates will be reduced by the aggregate amount of principal distributions and realized losses allocated to the Class G and Class H Certificates; and (vi) the notional amount of the Class X-F Certificates will be reduced by the principal distributions and realized losses allocated to the Class J Certificates.
 
Interest Payments:
On each Distribution Date, interest accrued for each Class of the Certificates or trust component at the applicable pass-through rate will be distributed in the following order of priority, to the extent of available funds: first, to the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class X-A, Class X-B, Class X-C, Class X-D, Class X-E and Class X-F Certificates, on a pro rata basis, based on the accrued and unpaid interest on each such Class, then, to the Class A-M trust component (and correspondingly to the Class A-M Certificates and the Class PEZ Certificates, pro rata, based on their respective percentage interests of the accrued and unpaid interest on the Class A-M trust component), then, to the Class B trust component (and correspondingly to the Class B Certificates and the Class PEZ Certificates, pro rata, based on their respective percentage interests of the accrued and unpaid interest on the Class B trust component), then, to the Class C trust component (and
 
 
THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
 
 
7

 
 
COMM 2014-CCRE21 Mortgage Trust
 
STRUCTURE OVERVIEW
 
  correspondingly to the Class C Certificates and the Class PEZ Certificates, pro rata, based on their respective percentage interests of the accrued and unpaid interest on the Class C trust component), and then, to the Class D, Class E, Class F, Class G, Class H and Class J Certificates, in that order, in each case until the interest payable to each such Class is paid in full.
 
The pass-through rates applicable to the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class A-M, Class B, Class C, Class D, Class E, Class F, Class G, Class H and Class J Certificates for each Distribution Date will equal one of: (i) a fixed per annum rate, (ii) the weighted average of the net mortgage rates on the mortgage loans (in each case, adjusted, if necessary, to accrue on the basis of a 360-day year consisting of twelve 30-day months) as of their respective due dates in the month preceding the month in which such distribution date occurs, (iii) a rate equal to the lesser of a specified pass-through rate and the weighted average of the net mortgage rates on the mortgage loans (in each case, adjusted, if necessary, to accrue on the basis of a 360-day year consisting of twelve 30-day months) as of their respective due dates in the month preceding the month in which such distribution date occurs, or (iv) the weighted average of the net mortgage rates on the mortgage loans (in each case, adjusted, if necessary, to accrue on the basis of a 360-day year consisting of twelve 30-day months) as of their respective due dates in the month preceding the month in which such distribution date occurs, less a specified rate.  The pass-through rate on the Class A-M, Class B and Class C trust components will at all times be the same as the pass-through rate of the Class A-M, Class B and Class C Certificates, respectively. The Class PEZ Certificates will not have a pass-through rate, but will be entitled to receive the sum of interest distributable on the percentage interest of the Class A-M, Class B and Class C trust components represented by the PEZ Certificates.
 
As further described in the Free Writing Prospectus, the pass-through rate applicable to the Class X-A, Class X-B, Class X-C, Class X-D, Class X-E and Class X-F Certificates for each Distribution Date will generally be equal to the excess of (i) the weighted average of the net mortgage rates on the mortgage loans (in each case, adjusted, if necessary, to accrue on the basis of a 360-day year consisting of twelve 30-day months), over (ii) (A) with respect to the Class X-A Certificates, the weighted average of the pass-through rates of the Class A-1, Class A-2, Class A-SB, Class A-3, and Class A-4 Certificates and the Class A-M trust component (based on their Certificate Balances), (B) with respect to the Class X-B Certificates, the weighted average of the pass-through rates of the Class B and Class C  trust components (based on their Certificate Balances), (C) with respect to the Class X-C Certificates, the pass-through rate of the Class D Certificates, (D) with respect to the Class X-D Certificates, the weighted average of the pass-through rates of the Class E and Class F Certificates (based on their Certificate Balances), (E) with respect to the Class X-E Certificates, the weighted average of the pass-through rates of the Class G, Class H and Class J Certificates (based on their Certificate Balances); (F) with respect to the Class X-E Certificates, the weighted average of the pass-through rates of the Class G (based on their Certificate Balances) and Class H; and (G) with respect to the Class X-F Certificates, the pass-through rate of the Class J Certificates.
   
Prepayment Interest Shortfalls:
Net prepayment interest shortfalls will be allocated pro rata based on interest entitlements, in reduction of the interest otherwise payable with respect to each of the interest-bearing certificate classes.
   
Loss Allocation:
Losses will be allocated to each Class of Certificates in reverse alphabetical order starting with Class J through and including Class D, then, to the Class C trust component (and correspondingly to the Class C Certificates and the Class PEZ Certificates, pro rata, based on their respective percentage interests in the Class C trust component), then, to the Class B trust component (and correspondingly to the Class B Certificates and the Class PEZ Certificates, pro rata, based on their respective percentage interests in the Class B trust component), then, to the Class A-M trust component (and correspondingly to the Class A-M Certificates and the Class PEZ Certificates, pro rata, based on their respective percentage interests in the Class A-M trust component), and then to Class A-1, Class A-2, Class A-SB, Class A-3, and Class A-4 Certificates on a pro rata basis based on the Certificate Balance of each such class. The notional amount of any Class of Class X Certificates will be reduced by the aggregate amount of realized losses allocated to Certificates and trust components that are components of the notional amount of such Class of Class X Certificates.
 
THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
 
 
8

 
 
COMM 2014-CCRE21 Mortgage Trust
 
STRUCTURE OVERVIEW
 
Prepayment Premiums:
 
A percentage of all prepayment premiums (either fixed prepayment premiums or yield maintenance amounts) collected will be allocated to each of the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4 and Class D Certificates and the Class A-M, Class B and Class C trust components (the “YM P&I Certificates”) then entitled to principal distributions, which percentage will be equal to the product of (a) a fraction, not greater than one, the numerator of which is the amount of principal distributed to such Class or trust component on such Distribution Date and the denominator of which is the total amount of principal distributed to the holders of the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4 and Class D Certificates and the Class A-M, Class B and Class C trust components on such Distribution Date, and (b) a fraction (expressed as a percentage which can be no greater than 100% nor less than 0%), the numerator of which is the excess of the pass-through rate of each such Class of Certificates or trust component currently receiving principal over the relevant Discount Rate, and the denominator of which is the excess of the Mortgage Rate of the related Mortgage Loan over the relevant Discount Rate.
 
Prepayment Premium Allocation Percentage for all YM P&I Certificates =
       
(Pass-Through Rate - Discount Rate)
X
The percentage of the principal distribution amount to such Class or trust component as described in (a) above
 
(Mortgage Rate - Discount Rate)
 
 
The remaining percentage of the prepayment premiums will be allocated to the Class X Certificates in the manner described in the Free Writing Prospectus. In general, this formula provides for an increase in the percentage of prepayment premiums allocated to the YM P&I Certificates then entitled to principal distributions relative to the Class X Certificates as Discount Rates decrease and a decrease in the percentage allocated to such Classes as Discount Rates rise.
 
All prepayment premiums (either fixed prepayment premiums or yield maintenance amounts) allocated in respect of (i) the Class A-M trust component as described above will be allocated between the Class A-M Certificates and the Class PEZ Certificates, pro rata, based on their respective percentage interests in the Class A-M trust component, (ii) the Class B trust component as described above will be allocated between the Class B Certificates and the Class PEZ Certificates, pro rata, based on their respective percentage interests in the Class B trust component, and (iii) the Class C trust component as described above will be allocated between the Class C Certificates and the Class PEZ Certificates, pro rata, based on their respective percentage interests in the Class C trust component.
 
Loan Combinations:
The Mortgaged Property identified on Annex A–1 to the Free Writing Prospectus as One Memorial secures a Mortgage Loan with an outstanding principal balance as of the Cut–off Date of $80,000,000, evidenced by Note A-1/Note A-2 (the “One Memorial Loan”), representing approximately 9.7% of the Initial Outstanding Pool Balance, and also secures on a pari passu basis four companion loans that have an aggregate outstanding principal balance as of the Cut-off Date of $144,000,000, evidenced by Note A-3, Note A-4, Note A-5 and Note A-6, which are currently held by GACC, and which may be sold or further divided at any time (subject to compliance with the terms of the related co-lender agreement). The One Memorial Loan and related companion loans are pari passu in right of payment and are collectively referred to herein as the “One Memorial Loan Combination.”
 
The One Memorial Loan Combination will be serviced pursuant to the Pooling and Servicing Agreement and the related intercreditor agreement. For additional information regarding the One Memorial Loan Combination, see “Description of the Mortgage Pool—Loan Combinations—One Memorial Combination” in the Free Writing Prospectus.
 
The Mortgaged Property identified on Annex A–1 to the Free Writing Prospectus as Loews Miami Beach Hotel secures a Mortgage Loan with an outstanding principal balance as of the Cut–off Date of $60,000,000, evidenced by Note A-3 (the “Loews Miami Beach Hotel Loan”), representing approximately 7.3% of the Initial Outstanding Pool Balance, and also secures on a pari passu basis two companion loans that have an aggregate outstanding principal balance as of the Cut-off Date of $240,000,000, evidenced by Note A-1, which was included in the COMM 2014-UBS5 transaction and Note A-2, which was included in the COMM 2014-LC17
 
THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES 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

 
 
COMM 2014-CCRE21 Mortgage Trust
 
STRUCTURE OVERVIEW
 
  transaction. The Loews Miami Beach Hotel Loan and related companion loans are pari passu in right of payment and are collectively referred to herein as the “Loews Miami Beach Hotel Loan Combination.”
 
The Loews Miami Beach Hotel Loan Combination will be served pursuant to the COMM 2014-UBS5 pooling and servicing agreement and the related intercreditor agreement. For additional information regarding the One Memorial Loan Combination, see “Description of the Mortgage Pool—Loan Combinations—Loews Miami Beach Hotel Combination” in the Free Writing Prospectus.
   
Control Rights and Directing Holder:
Certain Classes of Certificates (the “Control Eligible Certificates”) will have certain control rights over servicing matters with respect to each Mortgage Loan (other than with respect to the Loews Miami Beach Hotel Loan). The majority owner or appointed representative of the Class of Control Eligible Certificates that is the Controlling Class (such owner or representative, the “Directing Holder”), will be entitled to direct the Special Servicer to take, or refrain from taking certain actions with respect to a Mortgage Loan (other than with respect to the Loews Miami Beach Hotel Loan). Furthermore, the Directing Holder will also have the right to receive notice and consent to certain material actions that the Master Servicer and the Special Servicer proposes to take with respect to such Mortgage Loan.
 
It is expected that Ellington Management Group, LLC will be the initial Directing Holder with respect to each Mortgage Loan (other than with respect to the Loews Miami Beach Hotel Loan).
 
For a description of the directing holder for the Loews Miami Beach Hotel Loan Combination,  see “Description of the Mortgage Pool—Loan Combinations” and “Description of the Pooling and Servicing Agreement—The Directing Holder” in the Free Writing Prospectus.
 
Control Eligible Certificates:
Class F, Class G, Class H and Class J Certificates.
 
Controlling Class:
The Controlling Class will be the most subordinate Class of Control Eligible Certificates then outstanding that has an aggregate Certificate Balance, as notionally reduced by any Appraisal Reduction Amounts allocable to such Class, equal to no less than 25% of the initial Certificate Balance of such Class.
 
The Controlling Class as of the Settlement Date will be the Class J Certificates.
 
Appraised-Out Class:
Any Class of Control Eligible Certificates that has been determined, as a result of Appraisal Reductions Amounts allocable to such Class, to no longer be the Controlling Class.
 
 Remedies Available to Holders
of an Appraised-Out Class:
 
Holders of the majority of any Class of Control Eligible Certificates that is determined at any time of determination to no longer be the Controlling Class as a result of an allocation of an Appraisal Reduction Amounts in respect of such Class will have the right, at their sole expense, to require the Special Servicer to order a second appraisal for any Mortgage Loan for which an Appraisal Reduction Event has occurred. Upon receipt of the second appraisal, the Special Servicer will be required to determine, in accordance with the Servicing Standard, whether, based on its assessment of the second appraisal, a recalculation of the Appraisal Reduction Amount is warranted. If warranted, the Special Servicer will direct the Master Servicer to recalculate the Appraisal Reduction Amount based on the second appraisal, and if required by such recalculation, the Special Servicer will reinstate the Appraised-Out Class as the Controlling Class. The Holders of an Appraised-Out Class requesting a second appraisal will not be entitled to exercise any rights of the Controlling Class until such time, if any, as the Class is reinstated as the Controlling Class.
 
Control Termination Event:
Will occur when no Class of Control Eligible Certificates has an aggregate Certificate Balance (as notionally or actually reduced by any Appraisal Reduction Amounts and Realized Losses) equal to or greater than 25% of the initial Certificate Balance of such Class.
 
Upon the occurrence and the continuance of a Control Termination Event, the Directing Holder will no longer have any Control Rights. The Directing Holder will no longer have the right to direct certain actions of the Special Servicer and will no longer have consent rights with respect to certain material actions that the Master Servicer or Special Servicer proposes 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.
 
 
10

 
 
COMM 2014-CCRE21 Mortgage Trust
 
STRUCTURE OVERVIEW
 
  take with respect to a Mortgage Loan.
 
Upon the occurrence and continuation of a Control Termination Event, the Directing Holder will retain non-binding consultation rights with respect to certain material actions that the Special Servicer proposes to take with respect to a Mortgage Loan. Such consultation rights will continue until the occurrence of a Consultation Termination Event.
   
Consultation Termination Event:
Will occur when, without giving regard to the application of any Appraisal Reduction Amounts (i.e., giving effect to principal reduction through Realized Losses only), there is no Class of Control Eligible Certificates that has an aggregate Certificate Balance equal to 25% or more of the initial Certificate Balance of such Class.
 
Upon the occurrence and continuance of a Consultation Termination Event the Directing Holder will have no rights under the pooling and servicing for this securitization (the “Pooling and Servicing Agreement”) other than those rights that all Certificateholders have.
 
Appointment and Replacement
of Special Servicer:
 
The Directing Holder will appoint the initial Special Servicer as of the Settlement Date. Prior to the occurrence and continuance of a Control Termination Event, the Special Servicer (other than with respect to the Loews Miami Beach Hotel Loan) may generally be replaced by the Directing Holder (i) for cause at any time and (ii) without cause if either (A) LNR Partners, LLC or its affiliate is no longer the Special Servicer or (B) LNR Securities Holdings, LLC or its affiliate owns less than 15% of the then Controlling Class of Certificates.
 
Upon the occurrence and during the continuance of a Control Termination Event, the Directing Holder will no longer have the right to replace the Special Servicer and such replacement (other than with respect to the Loews Miami Beach Hotel Loan) will occur based on a vote of holders of all voting eligible Classes of Certificates as described below. See “Description of the Mortgage Pool—Loan Combinations” and “Description of the Pooling and Servicing Agreement” in the Free Writing Prospectus for a description of the special servicer appointment and replacement rights with respect to the Loews Miami Beach Hotel Loan Combination.
 
Replacement of Special Servicer
by Vote of Certificateholders:
 
Other than with respect to the Loews Miami Beach Hotel Loan, if a Control Termination Event has occurred and is continuing, upon (i) the written direction of holders of Certificates evidencing not less than 25% of the voting rights of all Classes of Certificates entitled to principal (taking into account the application of Appraisal Reduction Amounts to notionally reduce the Certificate Balances of Classes to which such Appraisal Reduction Amounts are allocable) requesting a vote to replace the Special Servicer with a replacement Special Servicer, (ii) payment by such requesting holders to the Certificate Administrator of all reasonable fees and expenses to be incurred by the Certificate Administrator in connection with administering such vote and (iii) delivery by such holders to the Certificate Administrator of written confirmations from each Rating Agency that the appointment of the replacement Special Servicer will not result in a downgrade of the Certificates, the Certificate Administrator will be required to promptly provide written notice to all certificateholders of such request and conduct the solicitation of votes of all Certificates in such regard. Upon the written direction (within 180 days) of (i) Holders of at least 75% of a Certificateholder Quorum or (ii) the Holders of more than 50% of the voting rights of each Class of Non-Reduced Certificates, the Trustee will immediately replace the Special Servicer with the replacement Special Servicer (other than with respect to the Loews Miami Beach Hotel Loan).
 
Certificateholder Quorum” means, in connection with any solicitation of votes in connection with the replacement of the Special Servicer as described above, the holders of Certificates evidencing at least 75% of the aggregate voting rights (taking into account Realized Losses and the application of any Appraisal Reduction Amounts to notionally reduce the Certificate Balance of the Certificates) of all classes of Certificates entitled to principal, on an aggregate basis.
 
In addition, other than with respect to the Loews Miami Beach Hotel Loan, after the occurrence of a Consultation Termination Event, if the Operating Advisor determines that the Special Servicer is not performing its duties in accordance with the Servicing Standard, the Operating Advisor will have the right to recommend the replacement of the Special Servicer
 
THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
 
 
11

 
 
COMM 2014-CCRE21 Mortgage Trust
 
STRUCTURE OVERVIEW
 
  (other than with respect to the Loews Miami Beach Hotel Loan). The Operating Advisor’s recommendation to replace the Special Servicer (other than with respect to the Loews Miami Beach Hotel Loan) must be confirmed by a majority of the voting rights of all Classes of Certificates entitled to principal (taking into account the application of Appraisal Reduction Amounts to notionally reduce the Certificate Balances of Classes to which such Appraisal Reduction Amounts are allocable) within 180 days from the time such recommendation is posted to the Certificate Administrator website and is subject to the receipt of written confirmations from each Rating Agency that the appointment of the replacement Special Servicer will not result in a downgrade of the Certificates.
 
See “Description of the Mortgage Pool—Loan Combinations” and “Description of the Pooling and Servicing Agreement” in the Free Writing Prospectus for a description of the special servicer appointment and replacement rights with respect to the Loews Miami Beach Hotel Loan Combination.
   
Cap on Workout and Liquidation
Fees:
 
The workout fees and liquidation fees payable to a Special Servicer under the Pooling and Servicing Agreement will be an amount equal to the lesser of: (1) 1.0% of each collection of interest and principal following a workout or liquidation and (2) $1,000,000 per workout or liquidation. All Modification Fees actually paid to the Special Servicer in connection with a workout or liquidation or in connection with any prior workout or partial liquidation that occurred within the prior 18 months will be deducted from the total workout and/or liquidation fees payable (other than Modification Fees earned while the Mortgage Loan was not in special servicing). In addition, the total amount of workout and liquidation fees actually payable by the Trust under the Pooling and Servicing Agreement will be capped in the aggregate at $1,000,000 for each Mortgage Loan. If a new special servicer begins servicing the Mortgage Loan, all amounts paid to the prior special servicer will be disregarded for purposes of calculating the cap.
 
Special Servicer Compensation:
The special servicing fee will equal 0.25% per annum of the stated principal balance of the related specially serviced loan or REO property. The Special Servicer and its affiliates will be prohibited from receiving or retaining any compensation or any other remuneration under the Pooling and Servicing Agreement (including in the form of commissions, brokerage fees, rebates, or as a result of any other fee-sharing arrangement) from any person (including the issuing entity, any borrower, any manager, any guarantor or indemnitor in respect of a Mortgage Loan or Serviced Loan Combination, if any, and any purchaser of any Mortgage Loan, Serviced Companion Loan or REO Property) in connection with the disposition, workout or foreclosure of any Mortgage Loan or Serviced Loan Combination, the management or disposition of any REO Property, or the performance of any other special servicing duties under the Pooling and Servicing Agreement, other than as expressly permitted in the Pooling and Servicing Agreement and other than commercially reasonable treasury management fees, banking fees and insurance commissions or fees received or retained by the Special Servicer or any of its Affiliates in connection with any services performed by such party with respect to any mortgage loan. Subject to certain limited exceptions, the Special Servicer will also be required to report any compensation or other remuneration the Special Servicer or its affiliates have received from any person and such information will be disclosed in the Certificateholders’ monthly distribution date statement.
 
 Operating Advisor:
With respect to the Mortgage Loans (other than with respect to the Loews Miami Beach Hotel Loan Combination) and prior to the occurrence of a Control Termination Event, the Operating Advisor will have access to any final asset status report and all information available with respect to the transaction on the Certificate Administrator’s website but will not have any approval or consultation rights.  After the occurrence and during the continuance of a Control Termination Event, the Operating Advisor will have consultation rights with respect to certain major decisions and will have additional monitoring responsibilities on behalf of the entire trust.
 
The Operating Advisor will be subject to termination if holders of at least 15% of the aggregate voting rights of the Certificates (in connection with termination and replacement relating to the Mortgage Loans) vote to terminate and replace the Operating Advisor and such vote is approved by holders of more than 50% of the applicable voting rights that exercise their right to vote, provided that holders of at least 50% of the applicable voting rights have exercised their right to vote. The holders initiating such vote will be responsible for the fees and expenses in connection with the vote and replacement.
 
THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES 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

 
 
COMM 2014-CCRE21 Mortgage Trust
 
STRUCTURE OVERVIEW
 
 
The Operating Advisor will not have consultation rights in respect of the Loews Miami Beach Hotel Loan Combination.
   
Liquidated Loan Waterfall:
On liquidation of any Mortgage Loan, all net liquidation proceeds will be applied so that amounts allocated as a recovery of accrued and unpaid interest will not, in the first instance, include any amount by which the interest portion of P&I Advances previously made was reduced as a result of Appraisal Reduction Amounts. After the adjusted interest amount is so allocated, any remaining net liquidation proceeds will be allocated to pay principal on the Mortgage Loan until the unpaid principal amount of the Mortgage Loan has been reduced to zero. Any remaining liquidation proceeds would then be allocated as a recovery of accrued and unpaid interest corresponding to the amount by which the interest portion of P&I Advances previously made was reduced as a result of Appraisal Reduction Amounts.
 
THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES 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

 
COMM 2014-CCRE21 Mortgage Trust  
 
OVERVIEW OF MORTGAGE POOL CHARACTERISTICS
 
Distribution of Cut-off Date Balances(1)
 
                       
                % of Initial
Outstanding
Pool
Balance
    Weighted Averages  
Range of Cut-off Date Balances
 
Number of
Mortgage Loans
 
Aggregate
Cut-off Date Balance
   
Mortgage Rate
 
Stated
Remaining Term
(Mos.)
 
U/W
NCF
DSCR
 
Cut-off Date
LTV Ratio(2)
 
Maturity
Date LTV(2)
$1,200,000
-
$7,499,999
 
25
 
$96,707,446
   
11.7%
   
4.6323%
   
115
   
1.63x
   
68.8%
   
57.2%
 
$7,500,000
-
$14,999,999
 
16
 
$165,434,978
   
20.1%
   
4.5737%
   
108
   
1.58x
   
66.6%
   
57.6%
 
$15,000,000
-
$24,999,999
 
10
 
$183,648,005
   
22.3%
   
4.5553%
   
114
   
1.68x
   
69.4%
   
60.6%
 
$25,000,000
-
$49,999,999
 
6
 
$239,053,928
   
29.0%
   
4.4099%
   
110
   
1.63x
   
64.8%
   
57.7%
 
$50,000,000
-
$74,999,999
 
1
 
$60,000,000
   
7.3%
   
4.1250%
   
117
   
2.89x
   
53.1%
   
53.1%
 
$75,000,000
-
$80,000,000
 
1
 
$80,000,000
   
9.7%
   
4.0200%
   
118
   
1.98x
   
54.5%
   
54.5%
 
Total/Weighted Average
 
59
 
$824,844,358
   
100.0%
   
4.4427%
   
112
   
1.75x
   
64.8%
   
57.6%
 
 
Distribution of Mortgage Rates(1)
 
                       
                % of Initial
Outstanding
Pool
Balance
    Weighted Averages  
Range of Mortgage Rates
 
Number of
Mortgage Loans
 
Aggregate
Cut-off Date Balance
   
Mortgage Rate
 
Stated
Remaining Term
(Mos.)
 
U/W
NCF
DSCR
 
Cut-off Date
LTV Ratio(2)
 
Maturity
Date LTV(2)
3.7000%
-
4.4999%
 
24
 
$483,548,005
   
58.6%
   
4.2354%
   
110
   
2.00x
   
61.4%
   
56.8%
 
4.5000%
-
4.7499%
 
24
 
$238,008,868
   
28.9%
   
4.5984%
   
114
   
1.41x
   
70.0%
   
60.2%
 
4.7500%
-
5.5000%
 
11
 
$103,287,485
   
12.5%
   
5.0542%
   
120
   
1.41x
   
68.5%
   
55.4%
 
Total/Weighted Average
 
59
 
$824,844,358
   
100.0%
   
4.4427%
   
112
   
1.75x
   
64.8%
   
57.6%
 
 
Property Type Distribution(1)(3)
 
                            Weighted Averages  
Property Type
 
Number of
Mortgaged
Properties
 
Aggregate
Cut-off
Date Balance
 
 
% of Initial
Outstanding
Pool
Balance
 
Number
of 
Units/Rooms/Pads/
NRA
 
Cut-off Date
Balance per Unit/Room/Pad/
NRA
 
Mortgage
Rate
 
Stated
Remaining
Term
(Mos.)
 
Occupancy
 
U/W NCF
DSCR
 
Cut-off
Date LTV 
Ratio(2)
 
Maturity
Date LTV(2)
 
Multifamily
 
24
 
$211,459,978
   
25.6%
   
3,050
   
$89,205
   
4.6789%
   
114
 
95.1%
   
1.33x
   
70.4%
   
61.0%
   
Garden
 
20
 
$150,509,978
   
18.2%
   
2,349
   
$83,861
   
4.7076%
   
119
 
95.8%
   
1.32x
   
71.0%
   
61.1%
   
Mid Rise
 
4
 
$60,950,000
   
7.4%
   
701
   
$102,402
   
4.6081%
   
101
 
93.4%
   
1.37x
   
68.9%
   
60.7%
   
Retail
 
18
 
$178,799,208
   
21.7%
   
1,768,632
   
$291
   
4.4364%
   
113
 
90.9%
   
1.69x
   
67.1%
   
58.7%
   
Anchored(4)
 
14
 
$163,312,874
   
19.8%
   
1,662,367
   
$287
   
4.4222%
   
114
 
90.5%
   
1.70x
   
66.8%
   
58.6%
   
Unanchored
 
4
 
$15,486,334
   
1.9%
   
106,265
   
$331
   
4.5856%
   
107
 
95.9%
   
1.61x
   
69.6%
   
59.7%
   
Hospitality
 
9
 
$163,233,920
   
19.8%
   
1,951
   
$202,341
   
4.2944%
   
105
 
80.2%
   
2.48x
   
55.9%
   
51.4%
   
Full Service
 
5
 
$144,715,876
   
17.5%
   
1,656
   
$220,075
   
4.2637%
   
103
 
80.9%
   
2.46x
   
55.2%
   
51.5%
   
Limited Service
 
4
 
$18,518,044
   
2.2%
   
295
   
$63,750
   
4.5344%
   
119
 
74.2%
   
2.66x
   
61.4%
   
51.4%
   
Office
 
7
 
$116,521,564
   
14.1%
   
850,347
   
$466
   
4.1850%
   
119
 
98.3%
   
1.85x
   
58.0%
   
55.5%
   
CBD
 
1
 
$80,000,000
   
9.7%
   
369,436
   
$606
   
4.0200%
   
118
 
97.7%
   
1.98x
   
54.5%
   
54.5%
   
Suburban
 
4
 
$23,846,564
   
2.9%
   
431,251
   
$106
   
4.4649%
   
120
 
99.5%
   
1.61x
   
66.5%
   
58.6%
   
Medical
 
2
 
$12,675,000
   
1.5%
   
49,660
   
$256
   
4.7000%
   
120
 
100.0%
   
1.49x
   
63.8%
   
56.1%
   
Industrial
 
4
 
$62,843,186
   
7.6%
   
2,135,823
   
$36
   
4.4557%
   
120
 
99.5%
   
1.44x
   
69.7%
   
57.5%
   
Flex
 
2
 
$59,557,345
   
7.2%
   
1,904,623
   
$37
   
4.4560%
   
120
 
99.5%
   
1.43x
   
69.7%
   
57.6%
   
Manufacturing
 
2
 
$3,285,841
   
0.4%
   
231,200
   
$14
   
4.4500%
   
120
 
100.0%
   
1.45x
   
69.9%
   
56.4%
   
Self Storage
 
12
 
$62,425,000
   
7.6%
   
900,726
   
$80
   
4.4159%
   
105
 
90.9%
   
1.83x
   
67.1%
   
62.2%
   
Mixed Use
 
2
 
$17,218,548
   
2.1%
   
67,875
   
$349
   
4.7157%
   
120
 
91.9%
   
1.29x
   
72.3%
   
58.9%
   
Retail/Office
 
2
 
$17,218,548
   
2.1%
   
67,875
   
$349
   
4.7157%
   
120
 
91.9%
   
1.29x
   
72.3%
   
58.9%
   
Manufactured Housing Community
 
3
 
$12,342,953
   
1.5%
   
327
   
$38,026
   
4.5686%
   
101
 
96.7%
   
1.39x
   
72.4%
   
62.2%
   
Total/Weighted Average
 
79
 
$824,844,358
   
100.0%
               
4.4427%
   
112
 
91.7%
   
1.75x
   
64.8%
   
57.6%
   
 
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.
 
 
14

 

COMM 2014-CCRE21 Mortgage Trust  
 
OVERVIEW OF MORTGAGE POOL CHARACTERISTICS
 
Geographic Distribution(1)(3)
                     
                % of Initial
Outstanding
Pool
Balance
    Weighted Averages  
State/Location
Number of
Mortgaged
Properties
 
Aggregate Cut-off
Date Balance
   
Mortgage Rate
 
Stated
Remaining 
Term (Mos.)
 
U/W NCF DSCR
 
Cut-off Date
LTV Ratio(2)
 
Maturity Date
LTV(2)
Texas
14
   
$140,447,928
   
17.0%
   
4.5570%
   
120
   
1.76x
   
67.9%
   
58.7%
 
Florida
9
   
$122,311,334
   
14.8%
   
4.2683%
   
111
   
2.17x
   
61.3%
   
56.9%
 
Massachusetts
1
   
$80,000,000
   
9.7%
   
4.0200%
   
118
   
1.98x
   
54.5%
   
54.5%
 
Ohio
7
   
$73,052,755
   
8.9%
   
4.4346%
   
120
   
1.50x
   
71.6%
   
57.9%
 
New York
4
   
$61,250,000
   
7.4%
   
4.5649%
   
100
   
1.49x
   
68.8%
   
61.7%
 
Remaining New York State
2
   
$42,750,000
   
5.2%
   
4.5547%
   
117
   
1.50x
   
72.2%
   
62.9%
 
New York City
2
   
$18,500,000
   
2.2%
   
4.5883%
   
59
   
1.48x
   
60.9%
   
59.0%
 
California
5
   
$48,160,000
   
5.8%
   
4.4426%
   
115
   
1.59x
   
66.5%
   
54.7%
 
Southern(5)
4
   
$44,310,000
   
5.4%
   
4.4245%
   
120
   
1.60x
   
66.3%
   
53.9%
 
Northern(5)
1
   
$3,850,000
   
0.5%
   
4.6500%
   
60
   
1.49x
   
69.7%
   
64.0%
 
Hawaii
1
   
$48,000,000
   
5.8%
   
4.2000%
   
119
   
1.84x
   
57.1%
   
57.1%
 
Illinois
2
   
$43,539,341
   
5.3%
   
4.2412%
   
68
   
2.03x
   
53.2%
   
50.5%
 
Other
36
   
$208,082,999
   
25.2%
   
4.6956%
   
114
   
1.54x
   
69.0%
   
59.5%
 
Total/Weighted Average
79
   
$824,844,358
   
100.0%
   
4.4427%
   
112
   
1.75x
   
64.8%
   
57.6%
 
 
Distribution of Cut-off Date LTV Ratios(1)(2)
 
                        Weighted Averages  
Range of Cut-off Date LTV Ratios
 
Number of
Mortgage Loans
 
Aggregate Cut-off
Date Balance
 
% of Initial
Outstanding
Pool Balance
 
Mortgage Rate
 
Stated
Remaining Term
(Mos.)
 
U/W NCF
DSCR
 
Cut-off Date
LTV Ratio
 
Maturity
Date LTV
47.9%
-
54.9%
 
6
   
$209,126,637
   
25.4%
   
4.1871%
   
107
   
2.40x
   
52.4%
   
51.5%
 
55.0%
-
59.9%
 
3
   
$56,200,000
   
6.8%
   
4.2558%
   
119
   
1.96x
   
56.9%
   
56.3%
 
60.0%
-
64.9%
 
7
   
$69,265,000
   
8.4%
   
4.5070%
   
104
   
1.68x
   
62.4%
   
55.5%
 
65.0%
-
69.9%
 
12
   
$151,203,789
   
18.3%
   
4.5495%
   
118
   
1.58x
   
67.6%
   
56.6%
 
70.0%
-
74.9%
 
28
   
$282,998,932
   
34.3%
   
4.5861%
   
113
   
1.43x
   
72.6%
   
62.5%
 
75.0%
-
75.1%
 
3
   
$56,050,000
   
6.8%
   
4.4919%
   
118
   
1.33x
   
75.0%
   
62.9%
 
Total/Weighted Average
 
59
   
$824,844,358
   
100.0%
   
4.4427%
   
112
   
1.75x
   
64.8%
   
57.6%
 
 
Distribution of Maturity Date LTV Ratios(1)(2)
 
                      Weighted Averages  
Range of LTV Ratios
at Maturity
 
Number of
Mortgage Loans
 
Aggregate Cut-off
Date Balance
 
% of Initial
Outstanding
Pool Balance
 
Mortgage Rate
 
Stated
Remaining Term
(Mos.)
 
U/W NCF DSCR
 
Cut-off Date
LTV Ratio
 
Maturity
Date LTV
38.2%
-
49.9%
 
7
   
$76,071,325
   
9.2%
   
4.5088%
   
90
   
1.97x
   
53.1%
   
45.1%
 
50.0%
-
54.9%
 
8
   
$210,294,989
   
25.5%
   
4.2168%
   
117
   
2.31x
   
56.6%
   
53.3%
 
55.0%
-
59.9%
 
19
   
$234,455,613
   
28.4%
   
4.5638%
   
115
   
1.56x
   
66.2%
   
57.5%
 
60.0%
-
64.9%
 
19
   
$204,957,431
   
24.8%
   
4.5569%
   
118
   
1.41x
   
72.8%
   
62.2%
 
65.0%
-
68.9%
 
6
   
$99,065,000
   
12.0%
   
4.3483%
   
102
   
1.59x
   
71.4%
   
67.2%
 
Total/Weighted Average
 
59
   
$824,844,358
   
100.0%
   
4.4427%
   
112
   
1.75x
   
64.8%
   
57.6%
 
 
Distribution of Underwritten NCF Debt Service Coverage Ratios(1)
 
                        Weighted Averages  
Range of Underwritten NCF Debt Service Coverage Ratios
 
Number of
Mortgage Loans
 
Aggregate Cut-off
Date Balance
 
% of Initial
Outstanding
Pool Balance
 
Mortgage Rate
 
Stated
Remaining Term
(Mos.)
 
U/W NCF DSCR
 
Cut-off Date
LTV Ratio(2)
 
Maturity
Date LTV(2)
1.23x
-
1.29x
 
7
   
$118,583,341
   
14.4%
   
4.6803%
   
120
   
1.26x
   
72.3%
   
63.3%
 
1.30x
-
1.34x
 
7
   
$65,829,288
   
8.0%
   
4.5826%
   
118
   
1.31x
   
73.9%
   
62.1%
 
1.35x
-
1.44x
 
8
   
$54,850,000
   
6.6%
   
4.4477%
   
120
   
1.40x
   
71.6%
   
59.8%
 
1.45x
-
1.74x
 
23
   
$279,992,797
   
33.9%
   
4.6322%
   
111
   
1.54x
   
68.1%
   
57.3%
 
1.75x
-
1.99x
 
5
   
$151,213,932
   
18.3%
   
4.0752%
   
112
   
1.92x
   
57.4%
   
56.3%
 
2.00x
-
2.99x
 
8
   
$138,375,000
   
16.8%
   
4.2168%
   
102
   
2.50x
   
54.5%
   
52.6%
 
3.00x
-
4.07x
 
1
   
$16,000,000
   
1.9%
   
4.2000%
   
119
   
4.07x
   
50.8%
   
50.8%
 
Total/Weighted Average
 
59
   
      $824,844,358
   
100.0%
   
            4.4427%
   
112
   
    1.75x
   
64.8%
   
57.6%
 
 
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.
 
 
15

 

COMM 2014-CCRE21 Mortgage Trust  
 
OVERVIEW OF MORTGAGE POOL CHARACTERISTICS
 
 Original Terms to Maturity(1)
 
                        Weighted Averages  
Original Terms
to Maturity
 
Number of
Mortgage Loans
 
Aggregate Cut-off
Date Balance
 
% of Initial
Outstanding
Pool Balance
 
Mortgage Rate
 
Stated
Remaining Term
(Mos.)
 
U/W NCF
DSCR
 
Cut-off Date
LTV Ratio(2)
 
Maturity Date
LTV(2)
60
 
7
   
$90,125,000
   
10.9%
   
4.1962%
   
58
   
1.86x
   
59.6%
   
57.7%
 
120
 
52
   
$734,719,358
   
89.1%
   
4.4729%
   
119
   
1.74x
   
65.4%
   
57.6%
 
Total/Weighted Average
 
59
   
        $824,844,358
   
100.0%
   
         4.4427%
   
            112
   
         1.75x
   
64.8%
   
57.6%
 
 
Distribution of Remaining Terms to Maturity(1)
 
                        Weighted Averages  
Range of Remaining Terms to Maturity
 
Number of
Mortgage Loans
 
Aggregate Cut-off
Date Balance
 
% of Initial
Outstanding
Pool Balance
 
Mortgage Rate
 
Stated
Remaining Term
(Mos.)
 
U/W NCF
DSCR
 
Cut-off Date
LTV Ratio(2)
 
Maturity Date
LTV(2)
56
-
60
 
7
   
$90,125,000
   
10.9%
   
4.1962%
   
58
   
1.86x
   
59.6%
   
57.7%
 
61
-
118
 
5
   
$183,280,446
   
22.2%
   
4.2023%
   
117
   
2.12x
   
58.8%
   
56.2%
 
119
-
120
 
47
   
$551,438,911
   
66.9%
   
4.5628%
   
120
   
1.62x
   
67.7%
   
58.1%
 
Total/Weighted Average
 
59
   
      $824,844,358
   
100.0%
   
           4.4427%
   
112
   
1.75x
   
64.8%
   
          57.6%
 
 
Distribution of Underwritten NOI Debt Yields(1)
 
                        Weighted Averages  
Range of Underwritten NOI Debt Yields
 
Number of
Mortgage Loans
 
Aggregate Cut-off
Date Balance
 
% of Initial
Outstanding
Pool Balance
 
Mortgage Rate
 
Stated
Remaining Term
(Mos.)
 
U/W NCF
DSCR
 
Cut-off Date
LTV Ratio(2)
 
Maturity Date
LTV(2)
7.9%
-
7.9%
 
1
   
$13,000,000
   
1.6%
   
4.7500%
   
120
   
1.23x
   
72.2%
   
58.9%
 
8.0%
-
8.9%
 
17
   
$322,836,953
   
39.1%
   
4.3842%
   
118
   
1.56x
   
65.7%
   
59.7%
 
9.0%
-
9.9%
 
16
   
$178,015,676
   
21.6%
   
4.4998%
   
107
   
1.50x
   
69.0%
   
60.7%
 
10.0%
 
12.4%
 
17
   
$169,773,047
   
20.6%
   
4.6608%
   
114
   
1.69x
   
67.3%
   
56.4%
 
12.5%
-
14.9%
 
6
   
$123,018,682
   
14.9%
   
4.2003%
   
100
   
2.47x
   
54.3%
   
50.5%
 
15.0%
-
19.5%
 
2
   
$18,200,000
   
2.2%
   
4.3064%
   
119
   
3.86x
   
51.7%
   
49.9%
 
Total/Weighted Average
 
59
   
        $824,844,358
   
100.0%
   
         4.4427%
   
            112
   
     1.75x
   
64.8%
   
57.6%
 
 
Amortization Types(1)
 
                        Weighted Averages  
Amortization Type
 
Number of
Mortgage Loans
 
Aggregate Cut-off
Date Balance
 
% of Initial
Outstanding
Pool Balance
 
Mortgage Rate
 
Stated
Remaining Term
(Mos.)
 
U/W NCF
DSCR
 
Cut-off Date
LTV Ratio(2)
 
Maturity Date LTV(2)
Interest Only, then Amortizing
 
21
   
$285,350,000
   
34.6%
   
4.5141%
   
109
   
1.42x
   
70.6%
   
63.1%
 
Interest Only
 
10
   
$269,825,000
   
32.7%
   
4.1434%
   
109
   
2.34x
   
54.4%
   
54.4%
 
Amortizing Balloon
 
28
   
$269,669,358
   
32.7%
   
4.6666%
   
119
   
1.52x
   
69.1%
   
55.0%
 
Total/Weighted Average
 
59
   
      $824,844,358
   
100.0%
   
         4.4427%
   
            112
   
      1.75x
   
       64.8%
   
57.6%
 
 
Footnotes:
(1)
With respect to the One Memorial Loan and Loews Miami Beach Hotel Loan, LTV, DSCR, debt yield, and cut-off date balance per Unit/Room/Pad/NRA calculations include the related pari passu companion loans.
(2)
With respect to 3 mortgage loans, representing 10.5% of the initial outstanding principal balance, the Cut-off Date LTV Ratio and Maturity Date LTV have in certain cases been calculated based on the “as complete”, “as renovated” or “as stabilized” value. For additional information, see the Footnotes to Annex A-1 in the Free Writing Prospectus.
(3)
Reflects allocated loan amount for properties securing multi-property mortgage loans.
(4)
Includes anchored, single tenant and shadow anchored properties.
(5)
Northern California properties have a zip code greater than 93600. Southern California properties have a zip code less than or equal to 93600.
 
THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES 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

 

COMM 2014-CCRE21 Mortgage Trust  
 
OVERVIEW OF MORTGAGE POOL CHARACTERISTICS
 
Previous Securitization History(1)
 
Mortgage Loan
Mortgage Loan Seller
City, State
Property Type
Cut-off Date
Balance
% of Initial
Outstanding
Pool Balance
Previous Securitization
One Memorial
GACC
Cambridge, MA
Office
$80,000,000
9.7%
GSMS 2007-EOP
Loews Miami Beach Hotel
GACC
Miami Beach, FL
Hospitality
$60,000,000
7.3%
Various(2)
Glen Lakes
GACC
Dallas, TX
Multifamily
$36,250,000
4.4%
ACRE 2013-FL1
Hilton College Station
CCRE
College Station, TX
Hospitality
$35,653,928
4.3%
GSMS 2010-C2
The James Hotel Chicago
GACC
Chicago, IL
Hospitality
$35,000,000
4.2%
WBCMT 2007-WHL8
12650 Ingenuity Drive
Pillar
Orlando, FL
Office
$17,000,000
2.1%
MLMT 2004-BPC1
Del Carmen Portfolio
UBSRES
Various, GU
Multifamily
$14,976,637
1.8%
LBUBS 2004-C7
Santa Fe Arcade
CCRE
Santa Fe, NM
Mixed Use
$13,000,000
1.6%
LBUBS 2004-C8
Village at Double Diamond
CCRE
Reno, NV
Retail
$8,600,000
1.0%
CSMC 2006-C1
Stor-More Auburn
UBSRES
Auburn, WA
Self Storage
$8,385,000
1.0%
CSMC 2006-C4
StaxUp Self Storage - San Marcos
KeyBank
San Marcos, CA
Self Storage
$7,750,000
0.9%
JPMCC 2005-LDP1
Stor-More West Seattle
UBSRES
Seattle, WA
Self Storage
$7,540,000
0.9%
LBUBS 2006-C7
Oaks of Arlington
CCRE
Arlington, TX
Multifamily
$6,600,000
0.8%
CSMC 2006-C1
Stor-More Burien
UBSRES
Burien, WA
Self Storage
$5,750,000
0.7%
LBUBS 2006-C7
Stonewood Apartments
CCRE
McAllen, TX
Multifamily
$4,450,000
0.5%
JPMCC 2005-LDP1
Coach Country Corrall MHC
CCRE
Spanaway, WA
Manufactured Housing Community
$3,100,000
0.4%
JPMCC 2005-LDP5
3137 Peach Orchard Road
Natixis
Augusta, GA
Retail
$2,794,112
0.3%
WBCMT 2004-C15
Valli Hi Shopping Center
CCRE
Colorado Springs, CO
Retail
$2,365,757
0.3%
BSCMS 2004-PWR6
Fargo Express
Pillar
Fargo, ND
Retail
$1,840,000
0.2%
BSCMS 2004-T16
Brentwood Apartments
CCRE
McAllen, TX
Multifamily
$1,500,000
0.2%
JPMCC 2005-LDP1
Total
     
$352,555,434
42.7%  
 
(1)
Includes mortgaged properties securing mortgage loans for which the most recent prior financing of all or a significant portion of such property was included in a securitization.  The table above is based on information provided by the related borrower or obtained through searches of a third-party database. The information has not otherwise been confirmed by the depositor, the mortgage loan sellers or any other underwriter.
(2)
The most recent financing of the Loews Miami Beach Hotel was previously securitized in the COMM 2005-LP5, GECMC 2005-C2 and GMACC 2005-C1 securitizations.
 
Ten Largest Mortgage Loans
 
 
Mortgage Loan
Mortgage
Loan
Seller
City, State
Property Type
Cut-off Date
Balance
% of Initial
Outstanding
Pool Balance
 
Cut-off Date
Balance per Room/Pad/Unit/
NRA(1)
 
Cut-off
Date
LTV
Ratio(1)(2)(3)
 
U/W
NCF
DSCR(1)
U/W NOI
Debt
Yield(1)
One Memorial
GACC
Cambridge, MA
Office
$80,000,000
9.7%
 
$606
 
54.5%
 
1.98x
8.4%
Loews Miami Beach Hotel
GACC
Miami Beach, FL
Hospitality
$60,000,000
7.3%
 
$379,747
 
53.1%
 
2.89x
13.7%
King’s Shops
GACC
Waikoloa, HI
Retail
$48,000,000
5.8%
 
$695
 
57.1%
 
1.84x
8.0%
Goodyear Portfolio
KeyBank
Akron, OH
Various
$47,400,000
5.7%
 
$23
 
69.9%
 
1.45x
9.7%
Preserve at Autumn Ridge
GACC
Watertown, NY
Multifamily
$36,750,000
4.5%
 
$151,860
 
75.0%
 
1.30x
8.1%
Glen Lakes
GACC
Dallas, TX
Multifamily
$36,250,000
4.4%
 
$85,495
 
74.0%
 
1.27x
8.1%
Hilton College Station
CCRE
College Station, TX
Hospitality
$35,653,928
4.3%
 
$117,670
 
65.1%
 
1.70x
12.4%
The James Hotel Chicago
GACC
Chicago, IL
Hospitality
$35,000,000
4.2%
 
$117,845
 
47.9%
 
2.22x
12.8%
Marine Club Apartments
CCRE
Philadelphia, PA
Multifamily
$24,650,000
3.0%
 
$120,244
 
70.5%
 
1.26x
8.1%
Springdale Beltway Commons
GACC
Springdale, OH
Retail
$19,923,005
2.4%
 
$32
 
74.9%
 
1.59x
10.8%
Total/Weighted Average
     
$423,626,934
51.4%
     
62.0%
 
1.85x
10.0%
(1)
With respect to the One Memorial Loan and the Loews Miami Beach Hotel Loan, LTV, DSCR, debt yield and cut-off date balance per Room/Pad/Unit/NRA calculations include the related pari passu companion loans.
(2)
With respect to the Preserve at Autumn Ridge Loan, the Cut-off Date LTV Ratio has been calculated using the “as complete” value.  The “as complete” appraised value assumed the completion of the construction of the Phase I at the Preserve at Autumn Ridge Property. Such construction has been completed. The pre-completion appraised value Cut-off LTV is 75.6%.
(3)
With respect to the Glen Lakes Loan, the Cut-off Date LTV Ratio has been calculated using the “as renovated” value.  The “as renovated” appraised value takes into account upgrades being performed at the property. The “as is” appraised value Cut-off LTV is 76.6%.
 
Pari Passu Companion Loan Summary
Mortgage Loan
Mortgage Loan
Cut-off Date
Balance
Companion
Loans
Cut-off Date
Balance
Loan
Combination
Cut-off Date
Balance
 
Pooling & Servicing
Agreement
Master Servicer
Special Servicer
Voting Rights
One Memorial
$80,000,000
$144,000,000
$224,000,000
COMM 2014-CCRE21
Midland Loan Services
LNR Partners, LLC
COMM 2014-CCRE21
Loews Miami Beach Hotel
$60,000,000
$240,000,000
$300,000,000
COMM 2014-UBS5
Wells Fargo Bank
Rialto Capital Advisors, LLC
COMM 2014-UBS5
 
Existing Mezzanine Debt Summary
 
Mortgage Loan
Mortgage Loan
Cut-off Date
Balance
Mezzanine Debt
Cut-off Date
Balance
Trust
U/W NCF
DSCR
Total Debt
U/W NCF
DSCR
Trust
Cut-off Date
LTV Ratio
Total Debt
Cut-off Date
LTV Ratio
Trust
U/W NOI
Debt Yield
Total Debt
U/W NOI
Debt Yield
The James Hotel Chicago
$35,000,000
$11,500,000
2.22x
1.34x
47.9%
63.7%
12.8%
9.6%
 
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.
 
 
17

 
 
 
 
1 Memorial Drive
Cambridge, MA 02142
Collateral Asset Summary – Loan No. 1
One Memorial
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$80,000,000
54.5%
1.98x
8.4%


(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.
 
 
18

 
 
1 Memorial Drive
Cambridge, MA 02142
Collateral Asset Summary – Loan No. 1
One Memorial
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$80,000,000
54.5%
1.98x
8.4%
 
Mortgage Loan Information
Loan Seller:
GACC
Loan Purpose:
Acquisition
Sponsor:
Boston Office Economic Joint Venture (DE) LP; Boston Office Voting Joint Venture (DE) LP
Borrower:
One Memorial Owner LLC
Original Balance(1):
$80,000,000
Cut-off Date Balance(1):
$80,000,000
% by Initial UPB:
9.7%
Interest Rate:
4.0200%
Payment Date:
6th of each month
First Payment Date:
November 6, 2014
Maturity Date:
October 6, 2024
Amortization:
Interest Only
Additional Debt(1):
$144,000,000 Pari Passu Debt
Call Protection(2):
L(26), D(89), O(5)
Lockbox / Cash Management:
Hard / Springing

Reserves(3)
 
Initial
Monthly  
Taxes:
$0
Springing  
Insurance:
$0
Springing  
Replacement:
$0
Springing  
TI/LC:
$357,619
Springing  
Free Rent:
$133,088
$0  

Financial Information(4)
Cut-off Date Balance / Sq. Ft.:
$606
 
Balloon Balance / Sq. Ft.:
$606
 
Cut-off Date LTV:
54.5%
 
Balloon LTV:
54.5%
 
Underwritten NOI DSCR(5):
2.07x
 
Underwritten NCF DSCR(5):
1.98x
 
Underwritten NOI Debt Yield:
8.4%
 
Underwritten NCF Debt Yield:
8.1%
 
Underwritten NOI Debt Yield at Balloon:
8.4%
 
Underwritten NCF Debt Yield at Balloon:
8.1%
 
Property Information
Single Asset / Portfolio:
Single Asset
Property Type:
CBD Office
Collateral:
Fee Simple
Location:
Cambridge, MA
Year Built / Renovated:
1985 / 2008
Total Sq. Ft.:
369,436
Property Management:
Oxford I Asset Management USA, Inc.
Underwritten NOI:
$18,869,538
Underwritten NCF:
$18,120,906
Appraised Value:
$410,900,000
Appraisal Date:
August 18, 2014
 
Historical NOI
Most Recent NOI:
$19,642,327  (T-12 July 31, 2014)
2013 NOI:
$17,058,979  (December 31, 2013)
2012 NOI:
$15,866,544  (December 31, 2012)
2011 NOI:
$15,749,326  (December 31, 2011)
 
Historical Occupancy
Most Recent Occupancy:
97.7%  (September 2, 2014)
2013 Occupancy:
98.0%  (December 31, 2013)
2012 Occupancy:
98.0%  (December 31, 2012)
2011 Occupancy:
98.0%  (December 31, 2011)
(1)
The One Memorial Loan Combination is evidenced by six pari passu notes in the aggregate principal amount of $224.0 million.  Note A-1 and Note A-2 with an aggregate Original Balance and Cut-off Date Balance of $80.0 million represent the controlling notes and will be included in the trust. The pari passu companion loans are comprised of the non-controlling Note A-3, Note A-4, Note A-5 and Note A-6 with an aggregate original principal balance of $144.0 million. These companion loans are expected to be contributed into one or more future securitizations. For additional information on the pari passu companion loans, see “The Loan” herein.  The One Memorial Loan Combination will be governed by a co-lender agreement as described under “Description of the Mortgage Pool—Loan Combinations” in the Free Writing Prospectus.
(2)
The lockout period will be at least 26 payments beginning with and including the first payment date of November 6, 2014. Defeasance of the full $224.0 million One Memorial Loan Combination is permitted after the date that is earlier to occur of (i) two years after the closing date of the securitization that includes the last pari passu companion loan and (ii) September 25, 2017.
(3)
See “Initial Reserves” and “Ongoing Reserves” herein.
(4)
DSCR, LTV, Debt Yield and Balance / Sq. Ft. calculations are based on the aggregate One Memorial Loan Combination.
(5)
Underwritten NOI DSCR and Underwritten NCF DSCR are based on the interest only debt service payment. Based on a 30-year amortization schedule, the Underwritten NOI DSCR and Underwritten NCF DSCR would be 1.47x and 1.41x, 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.
 
 
19

 
 
1 Memorial Drive
Cambridge, MA 02142
Collateral Asset Summary – Loan No. 1
One Memorial
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$80,000,000
54.5%
1.98x
8.4%
 
Tenant Summary
 
Tenant
 
Ratings
(Fitch/Moody’s/S&P)(1)
Net Rentable
Area (Sq. Ft.)
% of Net
Rentable Area
 
U/W Base 
Rent PSF
% of Total
U/W Base Rent
Lease
Expiration
Microsoft(2)
 
AA+/Aaa/AAA
170,658
46.2%
 
$73.73
53.8%
12/31/2017
Intersystems Corp(3)(4)(5)
 
NR/NR/NR
   158,866
43.0%
 
$60.67
41.2%
 3/31/2018
Flagship Ventures(5)
 
NR/NR/NR
21,750
5.9%
 
$52.73
4.9%
3/31/2016
Total Major Tenants
   
351,274
95.1%
 
$66.52
100.0%
 
Cafeteria/Storage/Management(6)
   
9,786
2.6%
 
$0.00
0.0%
 
Total Occupied Collateral
   
361,060
97.7%
 
$64.72
100.0%
 
Vacant
   
8,376
2.3%
       
Total
   
369,436
100.0%
       
                 
(1)
Certain ratings are those of the parent company whether or not the parent company guarantees the lease.
(2)
The Microsoft lease contains two five-year extension options with 15 and 18 months prior notice, respectively, at fair market rent. Microsoft does not have any early termination options.
(3) 
The Intersystems Corp lease contains three five-year extension options with 12 months prior notice at fair market rent. Intersystems Corp does not have any early termination options.
(4)
Intersystems Corp recently exercised the option to lease an additional 7,098 sq. ft. (suite 1410), which lease term commenced in October 2014. Pursuant to this lease, Intersystems Corp is entitled to three months of free rent for this space. At loan closing, the borrower reserved $133,088, which amount represents three months of rent for suite 1410.
(5) 
Intersystems Corp has exercised its expansion option to take over the 21,750 sq. ft. Flagship Ventures space upon the expiration of the Flagship Ventures lease in March 2016.
(6)
Cafeteria/Storage/Management includes 4,169 sq. ft. of storage space, 3,405 sq. ft. of cafeteria space and 2,212 sq. ft. of management office space.
 
Lease Rollover Schedule(1)
Year
 
# of
Leases
Expiring
Total
Expiring
Sq. Ft.
% of Total Sq.
Ft. Expiring
Cumulative
Sq. Ft.
Expiring
Cumulative % of
Sq. Ft. Expiring
Annual U/W
Base Rent
PSF
% U/W
Base Rent
Rolling
Cumulative %
of U/W
Base Rent
MTM
 
0
0
0.0%
0
0.0%
$0.00
0.0%
0.0%
2014
 
0
0
0.0%
0
0.0%
$0.00
0.0%
0.0%
2015
 
0
0
0.0%
0
0.0%
$0.00
0.0%
0.0%
2016
 
1
21,750
5.9%
21,750
5.9%
$52.73
4.9%
4.9%
2017
 
9
170,658
46.2%
192,408
52.1%
$73.73
53.8%
58.8%
2018
 
10
158,866
43.0%
351,274
95.1%
$60.67
41.2%
100.0%
2019
 
0
0
0.0%
351,274
95.1%
$0.00
0.0%
100.0%
2020
 
0
0
0.0%
351,274
95.1%
$0.00
0.0%
100.0%
2021
 
0
0
0.0%
351,274
95.1%
$0.00
0.0%
100.0%
2022
 
0
0
0.0%
351,274
95.1%
$0.00
0.0%
100.0%
2023
 
0
0
0.0%
351,274
95.1%
$0.00
0.0%
100.0%
2024
 
0
0
0.0%
351,274
95.1%
$0.00
0.0%
100.0%
Thereafter
 
3
9,786
2.6%
361,060
97.7%
$0.00
0.0%
100.0%
Vacant
 
NAP
           8,376
2.3%
369,436
100.0%
NAP
NAP
 
Total / Wtd. Avg.
 
23
369,436
100.0%
   
$64.72
100.0%
 
                   
(1)
Certain tenants have lease termination options that may become exercisable prior to the originally stated expiration date of the tenant lease and that are not considered in the 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.
 
 
20

 
 
1 Memorial Drive
Cambridge, MA 02142
Collateral Asset Summary – Loan No. 1
One Memorial
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$80,000,000
54.5%
1.98x
8.4%
 
The Loan.    The One Memorial loan (the “One Memorial Loan”) consists of the controlling Note A-1 and Note A-2 in the aggregate original principal amount of $80.0 million of a fixed rate loan in the aggregate principal amount of $224.0 million (the “One Memorial Loan Combination”). The One Memorial Loan Combination is secured by the borrower’s fee simple interest in a 17-story, Class A office building containing 369,436 sq. ft. located at 1 Memorial Drive in Cambridge, Massachusetts (the “One Memorial Property”). The $224.0 million One Memorial Loan Combination is evidenced by six pari passu notes. Only the controlling Note A-1 and Note A-2, with an aggregate original principal balance of $80.0 million, will be included in the COMM 2014-CCRE21 mortgage trust. The non-controlling Note A-3, Note A-4, Note A-5 and Note A-6, with an aggregate original principal balance of $144.0 million are expected to be contributed to a future securitization. GACC has reserved the right to further split Note A-3, Note A-4, Note A-5 and Note A-6 into multiple notes. The One Memorial Loan Combination has a 10-year interest only term.

The One Memorial Loan accrues interest at a fixed rate equal to 4.0200% and has a cut-off date balance of $80.0 million. Proceeds of the One Memorial Loan Combination, along with approximately $185.9 million of sponsor equity, were used to purchase the One Memorial Property for $405.0 million, fund upfront reserves of approximately $0.5 million and pay closing costs of approximately $4.4 million. Based on the appraised value of $410.9 million as of August 18, 2014, the cut-off date LTV ratio of the One Memorial Loan Combination is 54.5%. The most recent prior financing of the One Memorial Property was included in the GSMS 2007-EOP securitization.

The relationship between the holders of Note A-1, Note A-2, Note A-3, Note A-4, Note A-5 and Note A-6 is governed by an intercreditor agreement which is described under “Description of the Mortgage Pool―Loan Combinations―The One Memorial Loan Combination” in this Free Writing Prospectus.

Loan Combination Summary
 
Original Balance
Cut-off Date Balance
 
Note Holder
Controlling Piece
Note A-1/Note A-2
$80,000,000
$80,000,000
 
COMM 2014-CCRE21
Yes
Note A-3
$36,000,000
$36,000,000
 
GACC
No
Note A-4
$36,000,000
$36,000,000
 
GACC
No
Note A-5
$36,000,000
$36,000,000
 
GACC
No
Note A-6
$36,000,000
$36,000,000
 
GACC
No
Total
$224,000,000  
$224,000,000  
     
 
Sources and Uses
Sources
Proceeds
% of Total
 
Uses
Proceeds
% of Total    
Loan Amount
$224,000,000
54.6%
 
Purchase Price
$405,000,000
98.8%  
Sponsor Equity
$185,882,644
45.4%
 
Reserves
$490,707
0.1%  
       
Closing Costs
$4,391,938
1.1%  
Total Sources
$409,882,644
100.0%
 
Total Uses
$409,882,644
100.0%  

The Borrower / Sponsor.    The borrower, One Memorial Owner LLC, is a single purpose Delaware limited liability company structured to be bankruptcy-remote, with two independent directors in its organizational structure. The sole member of the borrower is One Memorial REIT Investor (DE) LLC (the “Sole Member”), an entity that consists of a joint venture between Boston Office Economic Joint Venture (DE) LP and Boston Office Voting Joint Venture (DE) LP. The Sole Member is ultimately indirectly owned 45% by OMERS Administrative Corporation Canada (“OMERS”) and 55% by Commingled Pension Trust Fund (Strategic Property) of JP Morgan Chase Bank, N.A. (“JPM SPF”). The sponsors did not sign a guaranty of recourse obligations; however, Boston Office Economic Joint Venture (DE) LP signed the environmental indemnity.

OMERS is one of Canada’s largest pension funds with an excess of $65.1 billion of assets as of December 31, 2013. OMERS manages a diversified global portfolio of stocks and bonds as well as real estate, infrastructure and private equity investments. OMERS was established in 1962 to invest pension funds for local government employees in Ontario.

JPM SPF is one of JP Morgan Asset Management’s core funds with a net asset value of over $21.5 billion as of March 31, 2014. JPM SPF owns and acquires real estate projects with stabilized occupancies; in an effort to produce a high level of current income combined with moderate appreciate potential. Its investment portfolio generally consists of premier office, retail, residential and industrial properties with high-quality physical improvements, in primary markets and competitive positions within their markets.

The Property.  The One Memorial Property consists of a 17-story, Class A office building totaling 369,436 sq. ft., located in the Kendall Square area of Cambridge, Massachusetts, adjacent to the Massachusetts Institute of Technology campus. The One Memorial Property was constructed in 1985 and includes a six-level parking garage with 396 parking spaces, which gives a parking ratio of 1.07 spaces per 1,000 sq. ft. The One Memorial Property has undergone approximately $9.2 million ($25.01 PSF) in renovations since 2008 (including a $7.8 million lobby renovation in 2008) and has an additional $5.9 million ($16.03 PSF) of improvements planned through 2019.
 
THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
 
 
21

 
 
1 Memorial Drive
Cambridge, MA 02142
Collateral Asset Summary – Loan No. 1
One Memorial
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$80,000,000
54.5%
1.98x
8.4%
 
As of September 2, 2014 the One Memorial Property is 97.7% leased to three tenants: Microsoft (46.2% NRA, rated AA+/Aaa/AAA by Fitch/Moody’s/S&P), Intersystems Corp (43.0% NRA) and Flagship Ventures (5.9% NRA). Microsoft has been a tenant of the One Memorial Property since 2007, while Intersystems Corp was one of the original tenants in 1987.

Environmental Matters. The Phase I environmental report dated September 15, 2014 identified a recognized environmental condition (“REC”) at the One Memorial Property that dates back to historic uses prior to the current development. The REC involves the presence of chlorinated volatile organic compounds (“CVOCs”) in the ground water. The seller of the One Memorial Property, EOP-One Memorial Drive, L.L.C., together with EOP Operating Limited Partnership (collectively, the “Seller Indemnitors”), have contractually agreed to test, remediate and obtain a “no further action” designation from the Massachusetts Department of Environmental Protection (“MassDEP”). In addition, the Seller Indemnitors have provided a pollution legal liability (“PLL”) insurance policy that provides coverage for third party property and personal injury claims (but not for remediation of the REC). For additional information see “Risk Factors—Risks Related to the Mortgage Loans—Potential Issuing Entity Liability Related to a Materially Adverse Environmental Condition” in this Free Writing Prospectus.

Major Tenants.    

Microsoft (170,658 sq. ft., 46.2% of NRA, 53.8% of U/W Base Rent). Microsoft Corporation (“Microsoft”) (NASDAQ: MSFT; rated AA+/Aaa/AAA by Fitch/Moody’s/S&P) is a worldwide leader in developing and selling a variety of products used by consumers and businesses. Founded in 1975, Microsoft’s core products are the Windows PC operating system and the Office business productivity application suite that are sold in part through PC makers such as Acer, Lenovo, Dell, Hewlett-Packard, and Toshiba, who pre-install the software on devices. Other products include enterprise applications (Microsoft Dynamics), server and storage software, video game consoles and mobile phone software.

Microsoft has been a tenant at the One Memorial Property since 2007, and occupies the 10th through 17th floors, with some space on the first floor. The One Memorial Property serves as Microsoft’s New England research and development headquarters. Microsoft consolidated many of their locations in suburban Boston to the One Memorial Property. The One Memorial Property is also home to Microsoft’s NERD Center, which is a state of the art amphitheater and break-out facility utilized for conferences, education seminars and other tech events. According to the previous owner, Microsoft invested over $17.0 million ($99.61 PSF) in its space.

Microsoft has no early termination options and has two five-year extension options remaining, each with 15 and 18 months prior notice, respectively, at fair market rent.

Intersystems Corp (158,866 sq. ft., 43.0% of NRA, 41.2% of U/W Base Rent). Headquartered at the One Memorial Property, Intersystems Corp develops advanced data management, connectivity, and analytics technologies that help clients make breakthroughs in healthcare, financial services, government, utilities, and other industries that demand high software performance and reliability. Leading organizations around the world such as Kaiser Permanente, NHS Scotland, TD Ameritrade, Petrobras, and others rely on Intersystems Corp’s products to power their core enterprise systems. Intersystems Corp was founded in 1978 by its CEO Phillip Ragon, who owns the business. As of December 31, 2013, Intersystems Corp produced $463.0 million in revenue and employed 1,300 employees.

Intersystems Corp was an original tenant at the One Memorial Property since 1987, leasing approximately 34,000 sq. ft. Intersystems Corp has since increased in size to 158,866 sq. ft. after exercising an expansion option and leasing 7,098 sq. ft. at $75.00 PSF commencing in October 2014. Intersystems Corp now occupies space on the 2nd through 6th and 8th through 9th floors. Intersystems Corp is entitled to three months of free rent for this expansion space, which amount was escrowed at closing. Intersystems Corp does not have any early termination options and has three five-year extension options remaining with 12 months prior notice at fair market rent.  In addition, Intersystems Corp has exercised an option for the 21,750 sq. ft. Flagship Ventures space upon such tenant’s lease expiration in March 2016.

Flagship Ventures (21,750 sq. ft., 5.9% of NRA, 4.9% of U/W Base Rent). Founded in 2000 and based in Cambridge, Massachusetts, Flagship Ventures is a venture capital firm that innovates and invests in three principal business sectors, including therapeutics, health technologies and sustainability/clean technologies. The firm currently manages an active portfolio of over 40 companies and over $900 million in capital.

Flagship Ventures has been a tenant of the One Memorial Property since 2004 and has indicated its intention to vacate on March 31, 2016. Intersystems Corp has exercised an option for the 21,750 sq. ft. space currently occupied by Flagship Ventures on the 7th floor at a rental rate of $61.75 PSF, which such occupancy will commence April 1, 2016 and expire March 31, 2018. Flagship Ventures is currently paying rent of $52.73 PSF and does not have any extension or termination options.

The Market.   The One Memorial Property is located in the Kendall Square area of East Cambridge, Massachusetts, which is part of the Greater Boston metropolitan area. Within the United States, the largest distribution of biotechnology companies is located in Massachusetts. This is largely due to the presence of the Massachusetts Institute of Technology (“M.I.T.”) and Harvard University, as well as some of the country’s leading hospitals located within the Massachusetts General Complex or Longwood Medical Area. Major
 
THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES 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

 
 
1 Memorial Drive
Cambridge, MA 02142
Collateral Asset Summary – Loan No. 1
One Memorial
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$80,000,000
54.5%
1.98x
8.4%
  
employers within the area include Massachusetts General Hospital, Brigham and Women’s Hospital, and Harvard University. The Boston, Massachusetts unemployment rate has decreased from 8.0% in 2010 to 5.5% as of July 2014, while the city of Cambridge has a July 2014 unemployment rate of 4.1%.

The One Memorial Property is located in the East Cambridge submarket. The East Cambridge/Kendall Square area is home to a number of prominent businesses, research institutions and foundations, including M.I.T., Novartis Pharmaceuticals, Genzyme, Draper Laboratories and The Broad Institute. The East Cambridge/Kendall Square neighborhood is served by the M.B.T.A. trolley system, specifically the Red and Green Lines. These rail lines provide direct and easy access to the North and South Stations (both commuter rail depots), Boston’s Financial District, Boston Common, as well as the entire trolley network. These stations are a short walking distance from the One Memorial Property. The central part of East Cambridge has a commercial and transit center at Lechmere Square, with a longstanding neighborhood retail strip to the west. The southern part of East Cambridge, a former industrial area adjacent to the M.I.T., now serves as home to many offices and research labs, as well as several large apartment buildings. Kendall Square is the major commercial and transit center in the southern section. The Charles River waterfront contains hotels, luxury apartment buildings, high-tech businesses, a regional shopping mall, and the Boston Museum of Science.

The Cambridge office market is one of the most competitive markets nationally as vacancy decreased by 30 basis points from Q1 2014 to the Q2 2014 vacancy rate of 6.8%. Overall availability decreased to 8.7% in Q2 2014 from 10.0% in Q1 2014 as a lack of viable options for large office tenants continues to be a trend. Asking rents averaged $47.87 PSF as of Q2 2014, an approximately $6.00 PSF increase over Q1 2014 asking rents. The East Cambridge office submarket accounts for approximately 67.0% of the total office inventory in Cambridge. As of Q2 2014, East Cambridge office submarket vacancy was 6.0% with asking rent of $56.11 PSF, a $7.50 PSF increase over Q1 2014.

The appraisal identified three new construction projects in the immediate vicinity of the One Memorial Property. These built to suit projects include 300 Massachusetts Avenue, a 250,000 sq. ft. lab/office building for Millennium, 181 Massachusetts Avenue, a 550,000 sq. ft. lab/office building for Novartis, and 75-125 Binney Street, two office/lab buildings totaling 390,000 sq. ft. for ARIAD Pharmaceuticals. Additionally, the appraisal identified five executed leases within nearby competitive Class A office buildings. A summary of comparable office leases is provided in the subsequent chart:

Comparable Office Rentals(1)
Name
One Memorial
Property
5 Cambridge
Center
101 Main Street
1 Main Street
One Broadway
55 Cambridge
Parkway
Building Sq. Ft.
369,436
237,752
341,830
305,589
312,000
277,761
Year Built
1985
1981
1983
1986
1969
1985
Tenant Name
Various
VMWare (Renewal)
Aegerion Pharma (Renewal)
GoDaddy
Emdeon (Expansion)
Waypoint Capital
Size (Sq. Ft.)
Various
69,552
22,247
9,906
5,527
11,180
Rent PSF
$66.52(2)
$67.50
$65.50
$62.00
$65.00
$57.00
(1)
Source: Appraisal.
(2)
Rent PSF for the One Memorial Property represents the average rent for tenants paying rent per the September 2, 2014 rent roll.
 
The appraisal concluded market rent for the One Memorial Property to be $75.00 PSF for office space and $15.00 PSF for storage 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.
 
 
23

 
 
1 Memorial Drive
Cambridge, MA 02142
Collateral Asset Summary – Loan No. 1
One Memorial
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$80,000,000
54.5%
1.98x
8.4%
 
Cash Flow Analysis.

Cash Flow Analysis
 
   
2011
2012
2013
T-12 7/31/2014
U/W
U/W PSF
 
Base Rent(1)
 
$19,144,086
$19,233,114
$22,545,807
$23,226,011
$23,563,343
$63.78
 
Rent Abatements
 
0
0
(2,276,520)
0
0
0.00
 
Value of Vacant Space
 
0
0
0
0
145,910
0.39
 
Gross Potential Rent
 
$19,144,086
$19,233,114
$20,269,287
$23,226,011
$23,709,252
$64.18
 
Total Recoveries
 
516,357
613,729
298,425
483,323
763,517
2.07
 
Total Other Income
 
1,465,340
1,531,324
1,678,736
1,587,705
1,601,210
4.33
 
Less: Vacancy(2)
 
             0
             0
             0
0
        (1,110,588)
(3.01)
 
Effective Gross Income
 
$21,125,783
$21,378,167
$22,246,448
$25,297,039
$24,963,391
$67.57
 
Total Operating Expenses
 
5,376,457
5,511,623
5,187,469
5,654,712
6,093,853
16.50
 
Net Operating Income
 
$15,749,326
$15,866,544
$17,058,979
$19,642,327
$18,869,538
$51.08
 
TI/LC
 
9,529,486
0
2,515,197
0
             656,273
1.78
 
Capital Expenditures
 
455,093
0
52,747
0
92,359
0.25
 
Net Cash Flow
 
$5,764,747
$15,866,544
$14,491,035
$19,642,327
 $18,120,906
$49.05
 
                 
(1)
U/W Base Rent includes an additional $196,185 in base rent which represents the rental rate increase of the 21,750 sq. ft. space Intersystems Corp will be taking over from Flagship Ventures in April 2016.
(2)
U/W Vacancy represents 4.5% of gross income. The vacancy as of September 2, 2014 is 2.3%.

Property Management.    The One Memorial Property is managed by Oxford I Asset Management USA, Inc., a borrower affiliate.

Lockbox / Cash Management.    The One Memorial Loan Combination is structured with a hard lockbox and springing cash management. The borrower was required to send tenant direction letters to all tenants instructing them to deposit all rents and other payments into the lockbox account controlled by the lender. Provided no Trigger Period (as defined herein) exists, all funds in the lockbox account are swept daily to the borrower’s operating account. Upon the occurrence and during the continuance of a Trigger Period, amounts on deposit in the clearing account will be swept to a cash management account established and maintained by the lender, and applied to payment of all required payments and reserves as set forth in the One Memorial Loan Combination documents.

A “Trigger Period” will commence (i) upon an event of default, (ii) if the debt service coverage ratio falls below 1.15x as of the last day of any calendar quarter or (iii) upon the occurrence of a Major Tenant Trigger Period (as defined herein), until such time as (a) with respect to clause (i), the event of default has been cured, (b) with respect to clause (ii), the debt service coverage ratio is at least 1.20x for two consecutive quarters and (c) with respect to clause (iii), the Major Tenant Trigger Period is no longer continuing.

A “Major Tenant Trigger Period” will commence upon (i) the date that is 15 months (with respect to Microsoft) or 12 months (with respect to Intersystems Corp) prior to the expiration of the related lease, (ii) the date that is 15 months prior to the expiration of any other Sweep Tenant (as defined herein) lease, (iii) the latest date required under any Sweep Tenant lease to exercise a renewal or extension of its lease (and such renewal or extension is not exercised), (iv) the early termination, cancellation or surrender of any Sweep Tenant lease, (v) a monetary or material non-monetary default under a Sweep Tenant lease that continues beyond any applicable notice or cure period or (vi) a bankruptcy or insolvency proceeding of a Sweep Tenant or a parent entity of any such party. A Major Tenant Trigger Period will end upon (A) with respect to (i) through (iv) above, 80% of the space demised to the Sweep Tenant is re-leased pursuant to the One Memorial Loan Combination documents and sufficient funds have accumulated in the special rollover reserve to cover all reasonable leasing expenses and free rent payments in connection therewith subject to the cap described below, (B) with respect to (v) above, the default has been cured, (C) with respect to (vi) above, the applicable lease has been assumed or assigned pursuant to bankruptcy court order or a plan of reorganization that has become effective and (D) such time as the amount on deposit in the reserve equals $35.00 PSF of applicable space that caused such Major Tenant Trigger Period.

A “Sweep Tenant” is (i) Microsoft, (ii) Intersystems Corp, (iii) any successor or assign of the foregoing under its respective lease or (iv) a future tenant leasing 110,000 or more sq. ft. of the space occupied by Microsoft or Intersystems Corp.

Initial Reserves.    At closing, the borrower deposited (i) $357,619 into the TI/LC reserve account for approved leasing expenses and (ii) $133,088 into a free rent reserve account for the Intersystems Corp expansion space.

Ongoing Reserves.    Upon the occurrence and during the continuance of a Trigger Period, the borrower is required on a monthly basis to deposit reserves of (i) 1/12 of the estimated annual real estate taxes into the tax reserve account, (ii) 1/12 of the estimated annual insurance premiums into the insurance reserve account, provided, if an acceptable blanket insurance policy is in place, such deposits into the insurance reserve will not be required and (iii) $7,697 into a capital expenditure account subject to a replacement
 
THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES 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

 
 
1 Memorial Drive
Cambridge, MA 02142
Collateral Asset Summary – Loan No. 1
One Memorial
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$80,000,000
54.5%
1.98x
8.4%
 
reserve cap of $92,364. Additionally, during a Major Tenant Trigger Period, all excess cash will be deposited into the TI/LC reserve account subject to a reserve cap equal to $35.00 PSF of applicable space that caused such Major Tenant Trigger Period.

Current Mezzanine or Subordinate Indebtedness.    None.

Future Mezzanine or Subordinate Indebtedness Permitted.    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.
 
 
25

 
 
1 Memorial Drive
Cambridge, MA 02142
Collateral Asset Summary – Loan No. 1
One Memorial
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$80,000,000
54.5%
1.98x
8.4%
 
(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.
 
 
26

 
 
 
1 Memorial Drive
Cambridge, MA 02142
Collateral Asset Summary – Loan No. 1
One Memorial
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$80,000,000
54.5%
1.98x
8.4%
 
(map)
 
THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES 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

 

1601 Collins Avenue
Miami Beach, FL 33139
Collateral Asset Summary – Loan No. 2
Loews Miami Beach Hotel
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$60,000,000
53.1%
2.89x
13.7%

(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.
 
 
28

 

1601 Collins Avenue
Miami Beach, FL 33139
Collateral Asset Summary – Loan No. 2
Loews Miami Beach Hotel
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$60,000,000
53.1%
2.89x
13.7%
 
Mortgage Loan Information
Loan Seller:
GACC
Loan Purpose:
Refinance
Sponsor:
Loews Hotels Holding Corporation
Borrower:
MB Redevelopment, LLC
Original Balance(1):
$60,000,000
Cut-off Date Balance(1):
$60,000,000
% by Initial UPB:
7.3%
Interest Rate:
4.1250%
Payment Date:
6th of each month
First Payment Date:
October 6, 2014
Maturity Date:
September 6, 2024
Amortization:
Interest Only
Additional Debt(1):
$240,000,000 Pari Passu Debt
Call Protection:
L(27), D(89), O(4)
Lockbox / Cash Management:
Hard / Springing
 
Reserves(2)
 
Initial
Monthly   
Taxes:
$3,711,259
$371,126   
Insurance:
$0
Springing   
FF&E:
$0
4.0% of prior month’s gross   
revenues   
Required Repairs:
$2,500
NAP   
 
 
Financial Information(3)
Cut-off Date Balance / Room:
$379,747
 
Balloon Balance / Room:
$379,747
 
Cut-off Date LTV(4):
53.1%
 
Balloon LTV:
53.1%
 
Underwritten NOI DSCR(5):
3.28x
 
Underwritten NCF DSCR(5):
2.89x
 
Underwritten NOI Debt Yield:
13.7%
 
Underwritten NCF Debt Yield:
12.1%
 
Underwritten NOI Debt Yield at Balloon:
13.7%
 
Underwritten NCF Debt Yield at Balloon:
12.1%
 
Property Information
Single Asset / Portfolio:
Single Asset
Property Type:
Full Service Hospitality
Collateral:
Fee Simple
Location:
Miami Beach, FL
Year Built / Renovated:
1998 / 2008-2010
Total Rooms:
790
Property Management:
Loews Miami Beach Hotel Operating Company, Inc.
Underwritten NOI:
$41,162,461
Underwritten NCF:
$36,207,741
“As-is” Appraised Value:
$565,000,000
“As-is” Appraisal Date:
July 9, 2014
“As Stabilized” Appraised Value(4):  
$616,000,000
“As Stabilized” Appraisal Date(4):
July 9, 2015
 
Historical NOI
Most Recent NOI:
$41,475,955 (T-12 June 30, 2014)
2013 NOI:
$39,033,464 (December 31, 2013)
2012 NOI:
$35,832,978 (December 31, 2012)
2011 NOI:
$32,000,426 (December 31, 2011)
 
Historical Occupancy
Most Recent Occupancy:
86.0% (June 30, 2014)
2013 Occupancy:
85.0% (December 31, 2013)
2012 Occupancy:
83.7% (December 31, 2012)
2011 Occupancy:
81.8% (December 31, 2011)
(1)
The Loews Miami Beach Hotel Loan Combination is evidenced by three pari passu notes in the aggregate original principal amount of $300.0 million. The non-controlling note A-3, with an Original Balance and Cut-off Date Balance of $60.0 million, will be included in the trust. The pari passu companion loan is comprised of the controlling Note A-1 with an original principal balance of $120.0 million and the non-controlling Note A-2 with an original principal balance of $120.0 million. For additional information on the pari passu companion loans, see “The Loan” herein.
(2)
See “Initial Reserves” and “Ongoing Reserves” herein.
(3)
DSCR, LTV, Debt Yield and Balance / Room calculations are based on the aggregate Loews Miami Beach Hotel Loan Combination.
(4)
Cut-off Date LTV is based on the “As-is” Appraised Value. The “As Stabilized” Appraised Value is based on a stabilized ADR of $361.52 and a stabilized occupancy of 83.0%. Based on the Loews Miami Beach Hotel Loan Combination amount of $300.0 million, the “As Stabilized” LTV ratio is 48.7%.
(5)
Underwritten NOI DSCR and Underwritten NCF DSCR are based on the interest only debt service payment. Based on a 30-year amortization schedule, the Underwritten NOI DSCR and Underwritten NCF DSCR would be 2.36x and 2.08x, 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.

 
29

 
 
1601 Collins Avenue
Miami Beach, FL 33139
Collateral Asset Summary – Loan No. 2
Loews Miami Beach Hotel
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$60,000,000
53.1%
2.89x
13.7%
 
Historical Occupancy, ADR, RevPAR(1)
 
Loews Miami Beach Hotel Property
Competitive Set
Penetration Factor
Year
Occupancy
ADR
RevPAR
Occupancy
ADR
RevPAR
Occupancy
ADR
RevPAR
2011
81.8%
$294.83
$241.13
73.6%
$243.60
$179.38
111.1%
121.0%
134.4%
2012
83.7%
$306.68
$256.55
73.7%
$252.84
$186.42
113.5%
121.3%
137.6%
2013
85.0%
$315.38
$268.01
75.5%
$251.66
$190.10
112.5%
125.3%
141.0%
T-12 June 2014
86.0%
$323.92
$278.49
76.0%
$259.58
$197.36
113.1%
124.8%
141.1%
(1)
Source: Hospitality research report.

The Loan.    The Loews Miami Beach Hotel loan (the “Loews Miami Beach Hotel Loan”) consists of the non-controlling Note A-3 in the original principal amount of $60.0 million of a fixed rate whole loan in the aggregate original principal amount of $300.0 million (the “Loews Miami Beach Hotel Loan Combination”). The Loews Miami Beach Hotel Loan Combination is secured by the borrower’s fee simple interest in a 790-room full service hotel located at 1601 Collins Avenue in Miami Beach, Florida (the “Loews Miami Beach Hotel Property”). Only the non-controlling Note A-3 will be included in the COMM 2014-CCRE21 mortgage trust. The controlling Note A-1 was included in the COMM 2014-UBS5 securitization and the non-controlling Note A-2 was included in the COMM 2014-LC17 securitization. The Loews Miami Beach Hotel Loan Combination has a 10-year term and accrues interest at a fixed rate equal to 4.1250%.

The proceeds of the Loews Miami Beach Hotel Loan Combination were used to retire existing debt of approximately $128.7 million, fund reserves of approximately $3.7 million and pay closing costs of approximately $0.7 million, giving the borrower a return of equity of approximately $166.9 million. Based on the “As-is” appraised value of $565.0 million as of July 9, 2014, the cut-off date LTV of the Loews Miami Beach Hotel Loan Combination is 53.1% and the remaining implied equity is $265.0 million. The most recent prior financing of the Loews Miami Beach Hotel Property (other than the Loews Miami Beach Hotel Loan Combination) was included in the GECMC 2005-C2, COMM 2005-LP5 and GMACC 2005-C1 securitizations.

Loan Combination Summary
 
Original Balance
Cut-off Date Balance
 
Note Holder
Controlling Piece
Note A-1
$120,000,000
$120,000,000
 
COMM 2014-UBS5
Yes
Note A-2
$120,000,000
$120,000,000
 
COMM 2014-LC17
No
Note A-3
$60,000,000
$60,000,000
 
COMM 2014-CCRE21
No
Total
$300,000,000
$300,000,000
     
 
Sources and Uses
Sources
Proceeds
% of Total
 
Uses
Proceeds
% of Total    
Loan Amount
$300,000,000
100.0%
 
Loan Payoff
$128,711,155
42.9%  
       
Reserves
$3,713,759
1.2%  
       
Closing Costs
$671,914
0.2%  
       
Return of Equity
$166,903,173
55.6%  
Total Sources
$300,000,000
100.0%
 
Total Uses
$300,000,000
100.0%  

The Borrower / Sponsor.    The borrower, MB Redevelopment, LLC, is a single purpose Delaware limited liability company structured to be bankruptcy-remote, with two independent directors in its organizational structure. The sponsor of the borrower and the nonrecourse carve-out guarantor is Loews Hotels Holding Corporation.

Headquartered in New York, Loews Hotels Holding Corporation (“Loews”) was founded by Preston Robert and Laurence Tisch in 1946. Loews offers distinctive hotels in most major markets in the United States and Canada. Loews destinations include the cities of New York, Chicago, Denver, Los Angeles, Nashville, Philadelphia, Washington, D.C., Annapolis, Montreal, Quebec City and New Orleans, as well as vacation destinations such as Miami’s South Beach, Universal Orlando, Tucson, St. Pete Beach, Florida and California’s Coronado Bay. The sponsor is consolidated under Loews Corporation (NYSE: L), but it is viewed as a standalone company with its own management team.

The Property.    Built in 1998 and renovated from 2008 to 2010, the Loews Miami Beach Hotel Property is a 790-room upscale hotel that is managed by Loews Miami Beach Hotel Operating Company, Inc. The property offers several restaurants and bars, extensive meeting facilities, spa and fitness center, an outdoor pool, retail space, business center, and a typical complement of back-of-the-house facilities.
 
THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
 
 
30

 
 
1601 Collins Avenue
Miami Beach, FL 33139
Collateral Asset Summary – Loan No. 2
Loews Miami Beach Hotel
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$60,000,000
53.1%
2.89x
13.7%
 
The Loews Miami Beach Hotel Property consists of two oceanfront hotel buildings, the main tower and the St. Moritz Tower, that are situated along the east side of Collins Avenue. The main tower is an 18-story, “L-shaped” structure set atop a three-level pedestal. The six-story St. Moritz Tower sits directly south of the main tower and is connected via an outdoor courtyard. The St. Moritz Tower is designated as a historical landmark due to its Art Deco design.

The main tower has 687 guestrooms and includes several of the hotel’s restaurants, lounges, guest registration, lobby, meeting space, and sales and administrative offices. The meeting area is located on the second and third floors of the main tower and consists of approximately 53,000 sq. ft. of indoor space and approximately 10,000 sq. ft. of outdoor and pre-function space. The second floor also houses the business center and banquet offices. Guestrooms are located on floors 5 through 18. The St. Moritz Tower has 103 guestrooms, the hotel’s signature restaurant Lure, sales and marketing offices, and the spa facility.

The pool and Americana Lawn, a 6,400 square foot function area, are situated between the hotel and the beach with private cabanas and day beds located on the north and south sides. Additionally, the Nautilus Bar & Grill and the Splash retail outlet are located in and around the pool area.

The Loews Miami Beach Hotel Property’s various amenities accommodate both leisure and group demands. As of year-end 2013, the leisure and meeting/group segmentation were 68.0% and 32.0%, respectively.

In 2014, the sponsor plans to invest $4.5 million in renovations to the Loews Miami Beach Hotel Property, including a $2.5 million complete renovation of the meeting rooms and ballroom, as well as lobby renovation designs, upgrades in public restrooms, and some upgrades to the guestrooms in the St. Moritz Tower. The capital for the meeting room renovation has been committed and the work is expected to be completed in the coming months.

Environmental Matters.    The Phase I environmental report dated July 31, 2014 did not identify any evidence of a recognized environmental condition and recommended no further action at the Loews Miami Beach Hotel Property.

The Market.    The Loews Miami Beach Hotel Property is located in Miami Beach, Florida along the east side of Collins Avenue. Miami Beach is located in Miami-Dade County, Florida, and is part of the Miami-Fort Lauderdale-West Palm Beach Metropolitan Statistical Area (“MSA”), which is synonymous with the South Florida region. South Florida has a population of over 5.6 million and ranks as the eighth most populous MSA in the nation, along with Florida ranking as the fourth most populous state in the nation.

Approximately 7.0 million people visit South Beach each year, accounting for approximately 40.0% of all tourists visiting the Greater Miami area. Of these annual visitors, approximately 4.0 million stayed in Miami Beach hotels. The months between mid-December through March represent the peak demand period. As of year-end 2013, RevPAR, ADR and occupancy for hotels in the Greater Miami and surrounding beaches increased 10.0%, 7.9% and 2.0%, respectively, over the same period in 2012.

In addition to the beaches and nightlife, Miami Beach has several other demand generators and annual events that provide ample lodging demand. Large events that induce lodging demand include Art Basel, Art Deco Weekend, South Beach Food & Wine Festival, Fashion Week, Festival of the Arts, the Auto Show and numerous events at the Miami Beach Convention Center. Many of the city’s central attractions are clustered around the Miami Beach Convention Center which consists of more than 1.1 million sq. ft. of convention space. Adjacent to the convention center is the Jackie Gleason Theater of the Performing Arts and the Miami Beach Garden Center. Miami Beach has become a destination for its beaches, shopping, dining, entertainment and business amenities.
 
THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
 
 
31

 
 
1601 Collins Avenue
Miami Beach, FL 33139
Collateral Asset Summary – Loan No. 2
Loews Miami Beach Hotel
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$60,000,000
53.1%
2.89x
13.7%
 
The following chart presents primary competitors to the Loews Miami Beach Hotel Property:

Primary Competitive Set(1)
Property
Rooms
 
Year Opened
Meeting Space
(Sq. Ft.)
2013
Occupancy(2)
2013 ADR(2)
2013 RevPAR(2)
Loews Miami Beach Hotel Property
790
 
1998
53,194
86.1%
$311.14
$268.01
Waldorf Astoria Boca Raton Resort
1,047
 
1926
114,000
62.0%
$255.00
$158.87
Marriott Harbor Beach Resort
650
 
1983
30,000
78.0%
$233.00
$181.04
InterContinental Hotel Miami
641
 
1982
74,000
82.0%
$187.00
$152.76
Shore Club
308
 
1947
1,500
70.0%
$298.00
$207.71
Westin Diplomat Resort
998
 
2000
134,000
83.0%
$218.00
$180.38
Ritz-Carlton South Beach
375
 
2003
18,000
84.0%
$443.00
$373.01
Fontainebleau
1,440
 
1954
142,400
81.0%
$310.00
$251.41
Eden Roc Miami Beach
627
 
1956
46,000
73.0%
$240.00
$175.20
Total / Wtd. Avg.
6,876
     
77.7%
$271.26
$210.79
(1)
Source: Appraisal
(2)
2013 Occupancy, 2013 ADR and 2013 RevPAR represent estimates from the appraiser. The minor variances between the underwriting, the hospitality research report and the above table with respect to 2013 Occupancy, 2013 ADR and 2013 RevPAR at the Loews Miami Beach Hotel Property are attributable to variances in reporting methodologies and/or timing differences.

Cash Flow Analysis.

Cash Flow Analysis
   
2011
2012
2013
T-12 6/30/2014
U/W
U/W per Room
Occupancy
 
81.8%
83.7%
85.0%
86.0%
86.0%
 
ADR
 
$294.83
$306.68
$315.38
$323.92
$323.92
 
RevPAR
 
$241.13
$256.55
$268.01
$278.49
$278.49
 
               
Room Revenue
 
$69,530,896
$74,177,741
$77,279,290
$80,302,395
$80,302,395
$101,649   
F&B Revenue
 
27,765,752
31,708,270
32,344,305
35,086,035
35,086,035
44,413   
Other Revenue
 
7,940,628
7,950,885
8,740,072
8,479,569
8,479,569
10,734   
Total Revenue
 
$105,237,276
$113,836,896
$118,363,667
$123,867,999
$123,867,999
$156,795   
Operating Expenses
 
40,692,204
44,288,384
45,089,207
46,901,794
46,901,794
59,369   
Undistributed Expenses
 
24,028,230
24,528,738
23,995,454
25,178,620
25,178,620
31,872   
Gross Operating Profit
 
$40,516,842
$45,019,774
$49,279,006
$51,787,585
$51,787,585
$65,554   
Management Fee
 
3,157,118
3,415,107
3,550,910
3,716,261
3,716,040
4,704   
Total Fixed Charges
 
5,359,298
5,771,689
6,694,632
6,595,369
6,909,084
8,746   
Net Operating Income
 
$32,000,426
$35,832,978
$39,033,464
$41,475,955
$41,162,461
$52,104   
FF&E
 
4,209,491
4,553,476
4,734,547
4,954,720
4,954,720
6,272   
Net Cash Flow
 
$27,790,935
$31,279,502
$34,298,917
$36,521,235
$36,207,741
$45,833   

Property Management.    The Loews Miami Beach Hotel Property is managed by Loews Miami Beach Hotel Operating Company, Inc., a borrower affiliate.

Lockbox / Cash Management.    The Loews Miami Beach Hotel Loan is structured with a hard lockbox and springing cash management. All rents and other payments are required to be deposited directly into a clearing account controlled by lender. Unless a Trigger Period (as defined herein) is ongoing, all amounts on deposit in the clearing account will be swept daily into the borrower’s account. During a Trigger Period, all amounts on deposit in the clearing account will be swept daily into an account controlled by the lender.

A “Trigger Period” will commence (i) upon an event of default until cured in accordance with the Loews Miami Beach Hotel Loan documents or (ii) during a Low Debt Yield Period (as defined herein).

A “Low Debt Yield Period” will occur if the debt yield for the trailing 12-month period is less than 8.50% on the last day of the calendar quarter and will cease to exist if the debt yield is at least 8.75% for two consecutive calendar quarters.

Initial Reserves.    At closing, the borrower deposited (i) $3,711,259 into a tax reserve account and (ii) $2,500 into a required repairs reserve account, which represents the engineer’s estimated cost of the required repairs.
 
THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
 
 
32

 
 
1601 Collins Avenue
Miami Beach, FL 33139
Collateral Asset Summary – Loan No. 2
Loews Miami Beach Hotel
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$60,000,000
53.1%
2.89x
13.7%
  
Ongoing Reserves.    On a monthly basis, the borrower is required to deposit reserves of (i) 1/12 of the estimated annual real estate taxes, which currently equates to $371,126, into a tax reserve account and (ii) an amount equal to 4.0% of the prior month’s gross revenues into a FF&E reserve account. In addition, the borrower is required to deposit 1/12 of the estimated annual insurance premiums into an insurance reserve account if an acceptable blanket insurance policy is no longer in place.

Current Mezzanine or Subordinate Indebtedness.    None.

Future Mezzanine or Subordinate Indebtedness Permitted.    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.
 
 
33

 
 
1601 Collins Avenue
Miami Beach, FL 33139
Collateral Asset Summary – Loan No. 2
Loews Miami Beach Hotel
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$60,000,000
53.1%
2.89x
13.7%
  
(map)

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
 
 
34

 
 
(THIS PAGE INTENTIONALLY LEFT BLANK)

 
35

 
 
250 Waikoloa Beach Drive
Waikoloa, HI 96738
Collateral Asset Summary – Loan No. 3
King’s Shops
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$48,000,000
57.1%
1.84x
8.0%

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.
 
 
36

 
 
250 Waikoloa Beach Drive
Waikoloa, HI 96738
Collateral Asset Summary – Loan No. 3
King’s Shops
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$48,000,000
57.1%
1.84x
8.0%
 
Mortgage Loan Information
Loan Seller:
GACC
Loan Purpose:
Refinance
Sponsor:
Scott J. Seligman
Borrower:
KS Owner, LLC
Original Balance:
$48,000,000
Cut-off Date Balance:
$48,000,000
% by Initial UPB:
5.8%
Interest Rate:
4.2000%
Payment Date:
6th of each month
First Payment Date:
December 6, 2014
Maturity Date:
November 6, 2024
Amortization:
Interest Only
Additional Debt:
None
Call Protection:
L(25), D(90), O(5)
Lockbox / Cash Management:
Hard / Springing
 
Reserves(1)
 
Initial
Monthly   
Taxes:
$75,175
$25,058   
Insurance:
$86,641
$14,440   
Replacement:
$0
$1,438   
TI/LC:
$87,780
$6,642   
Required Repairs:
$871,085
NAP   
 
Financial Information
Cut-off Date Balance / Sq. Ft.:
$695
Balloon Balance / Sq. Ft.:
$695
Cut-off Date LTV:
57.1%
Balloon LTV:
57.1%
Underwritten NOI DSCR(2):
1.89x
Underwritten NCF DSCR(2):
1.84x
Underwritten NOI Debt Yield:
8.0%
Underwritten NCF Debt Yield:
7.8%
Underwritten NOI Debt Yield at Balloon:
8.0%
Underwritten NCF Debt Yield at Balloon:
7.8%
 
Property Information
Single Asset / Portfolio:
Single Asset
Property Type:
Anchored Retail
Collateral:
Fee Simple
Location:
Waikoloa, HI
Year Built / Renovated:
1991 / Various
Total Sq. Ft.:
69,023
Property Management:
Jones Lang LaSalle Americas, Inc.
Underwritten NOI:
$3,858,238
Underwritten NCF:
$3,761,606
Appraised Value:
$84,000,000
Appraisal Date:
August 16, 2014
 
Historical NOI
Most Recent NOI:
$3,784,815 (T-12 July 31, 2014)
2013 NOI:
$3,629,566 (December 31, 2013)
2012 NOI:
$3,478,324 (December 31, 2012)
2011 NOI:
$3,262,061 (December 31, 2011)
 
Historical Occupancy
Most Recent Occupancy:
94.4% (September 22, 2014)
2013 Occupancy:
87.3% (December 31, 2013)
2012 Occupancy:
90.8% (December 31, 2012)
2011 Occupancy:
81.3% (December 31, 2011)
(1)
See “Initial Reserves” and “Ongoing Reserves” herein.
(2)
Underwritten NOI DSCR and Underwritten NCF DSCR are based on the interest only debt service payment. Based on an assumed 30-year amortization schedule, the Underwritten NOI DSCR and Underwritten NCF DSCR would be 1.37x and 1.34x, 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.
 
 
37

 
 
250 Waikoloa Beach Drive
Waikoloa, HI 96738
Collateral Asset Summary – Loan No. 3
King’s Shops
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$48,000,000
57.1%
1.84x
8.0%
 
Tenant Summary
 
Ratings 
(Fitch/Moody’s/S&P)(1)
Net
Rentable
Area
(Sq. Ft.)
% of Net Rentable
Area
Lease
Expiration
Annual UW
Base Rent PSF
Total Sales
(000s)(2)
Sales PSF(2)
Occupancy
Cost
(% of Sales)(3)
Anchor Tenants
                         
Macy’s
NR/Baa2/BBB+
10,008
 
14.5%
 
5/31/2019
$35.22
 
$2,753
 
$275
 
18.4%
                           
Major Tenants
                         
Three Fat Pigs(4)(5)
NR/NR/NR
5,229
 
7.6%
 
2/28/2023
           NAP
 
        $1,944
 
        $372
 
 9.5%
Roy’s Waikoloa Bar
NR/NR/NR
5,049
 
7.3%
 
4/30/2015
$59.12
 
        $4,113
 
        $815
 
11.6%
Whaler’s General Store
NR/NR/NR
4,225
 
6.1%
 
4/30/2016
$147.01
 
        $2,753
 
        $652
 
28.0%
Martin & MacArthur(4)
NR/NR/NR
3,936
 
5.7%
 
8/31/2016
           NAP
 
        $1,383
 
        $351
 
10.1%
Tommy Bahama
NR/NR/NR
3,156
 
4.6%
 
4/30/2018
$104.00
 
        $1,785
 
        $566
 
24.7%
Tiffany & Co.
A-/Baa2/BBB+
3,050
 
4.4%
 
1/31/2017
$63.75
 
          $4,532
 
     $1,486
 
6.6%
Louis Vuitton
NR/NR/A+
3,000
 
4.3%
 
4/30/2015
$45.32
 
          $4,901
 
     $1,634
 
4.9%
Coach(4)
NR/NR/NR
2,285
 
3.3%
 
1/31/2017
           NAP
 
             $800
 
        $350
 
0.1%
Total Major Tenants
 
29,930
 
43.4%
 
 
$52.73 
 
$22,212 
 
        $742
 
       7.1%
Remaining Tenants
 
25,226
 
36.5%
 
 
$73.58 
  
$13,168 
 
    $640
 
   11.5%
Total Occupied Collateral
 
      65,164
 
94.4%
   
$58.11 
 
$38,132 
 
$585
 
    9.9%
Vacant Space
 
3,859
 
 5.6%
                 
Total
69,023
 
100.0%
                 
                         
(1)
Certain ratings may be those of the parent company whether or not the parent company guarantees the lease.
(2)
Total Sales are reported as of T-12 July 31, 2014.
(3)
Occupancy Cost (% of Sales) provided by the borrower are as of September 22, 2014.
(4)
Three Fat Pigs, Martin & MacArthur and Coach pay rent based on percentage of sales in lieu of base rent.
(5)
The lease with the 2nd Largest Tenant, Three Fat Pigs, permits, upon 90 days’ notice and provided the tenant is not in default, the tenant or borrower the right to terminate the lease if gross sales are not at least (i) $3.5 million during the 2016 calendar year or (ii) $4.2 million during the 2020 calendar year.
 
Lease Rollover Schedule(1)
Year
# of Leases
Expiring
Total Expiring
Sq. Ft.
% of Total Sq.
Ft. Expiring
Cumulative
Sq. Ft.
Expiring
Cumulative 
% of Sq. Ft. Expiring
Annual U/W
Base Rent
PSF
% U/W
Base Rent
Rolling
Cumulative %
of U/W
Base Rent
MTM
0
0
0.0%
0
0.0%
$0.00
0.0%
0.0%
2014
1
160
0.2%
160
0.2%
$187.50
0.8%
0.8%
2015
16
15,966
23.1%
16,126
23.4%
$59.77
24.6%
25.4%
2016
6
11,797
17.1%
27,923
40.5%
$70.63
21.5%
46.9%
2017
3
6,391
9.3%
34,314
49.7%
$56.86
9.4%
56.3%
2018
5
6,323
9.2%
40,637
58.9%
$95.33
15.6%
71.9%
2019
6
14,009
20.3%
54,646
79.2%
$55.17
20.0%
91.9%
2020
2
959
1.4%
55,605
80.6%
$105.04
2.6%
94.5%
2021
0
0
0.0%
55,605
80.6%
$0.00
0.0%
94.5%
2022
0
0
0.0%
55,605
80.6%
$0.00
0.0%
94.5%
2023
2
6,442
9.3%
62,047
89.9%
$0.00
0.0%
94.5%
2024
2
3,117
4.5%
65,164
94.4%
$68.78
5.5%
100.0%
Thereafter
0
0
0.0%
65,164
94.4%
$0.00
0.0%
100.0%
Vacant
NAP
3,859
5.6%
69,023
100.0%
NAP
NAP
 
Total / Wtd. Avg.
43
69,023
100.0%
   
$59.41
100.0%
 
(1)
Certain tenants have lease termination options, including those related to co-tenancy provisions and sales thresholds, that may become exercisable prior to the originally stated expiration date of the tenant lease and that are not considered in the 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.
 
 
38

 
 
250 Waikoloa Beach Drive
Waikoloa, HI 96738
Collateral Asset Summary – Loan No. 3
King’s Shops
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$48,000,000
57.1%
1.84x
8.0%

The Loan.    The King’s Shops loan (the “King’s Shops Loan”) is a $48.0 million fixed rate loan secured by the borrower’s fee simple interest in a 69,023 sq. ft. anchored retail center located at 250 Waikoloa Beach Drive in Waikoloa, Hawaii (the “King’s Shops Property). The King’s Shops Loan has a 10-year term and is interest only throughout the term. The King’s Shops Loan accrues interest at a fixed rate equal to 4.2000%. Loan proceeds were used to pay off previous debt of approximately $32.3 million, pay closing costs of approximately $1.4 million, fund reserves of approximately $1.1 million and return approximately $13.1 million of equity to the borrower. Based on the appraised value of $84.0 million as of August 16, 2014, the cut-off date LTV is 57.1%. The most recent prior financing of the King’s Shops Property was not included in a securitization.

Sources and Uses
Sources
Proceeds
% of Total
 
Uses
Proceeds
% of Total   
Loan Amount
$48,000,000
100.0%
 
Existing Loan
$32,336,634
67.4%   
       
Reserves
$1,120,680
2.3%   
       
Closing Costs
$1,412,999
2.9%   
       
Return of Equity
$13,129,687
27.4%   
Total Sources
$48,000,000
100.0%
 
Total Uses
$48,000,000
100.0%   
 
The Borrower / Sponsor.    The borrower, KS Owner, LLC, is a single purpose Delaware limited liability company structured to be bankruptcy-remote, with two independent directors in its organizational structure. The sponsor of the borrower and the nonrecourse carve-out guarantor is Scott J. Seligman. See “Risk Factors—Risks Related to the Mortgage Loans—Prior Bankruptcies, Defaults or Other Proceedings May Be Relevant to Future Performance” in the Free Writing Prospectus.

Scott J. Seligman’s family has run the Seligman Group since its founding in 1954. The Seligman Group is a real estate owner and operator of commercial and residential properties throughout the western United States, with a primary focus in Hawaii, Michigan, California, Nevada, Texas and Arizona. Currently, the Seligman Group owns (directly or indirectly) 1.0 million square feet of retail, 1.97 million square feet of office and 817 multifamily units. Besides the King’s Shops Property, the Seligman Group also owns several retail properties including Queen Ka’ahumanu Center in Kahului on Maui, Queen’s Marketplace in Waikoloa (adjacent to the King’s Shops Property), Crossroads at Sunset in Henderson, Nevada, and Silverado Ranch Plaza in Las Vegas, Nevada.

The Property.    The King’s Shops Property is a 69,023 sq. ft. anchored retail center, completed in 1991 and situated on a 13.8-acre site within a 1,150-acre master planned Waikoloa Beach Resort community in Waikoloa, Hawaii. The King’s Shops Property consists of eight two-story buildings in an open-air mall design with a gas station and convenience store out-parcel. The property also includes outdoor dining areas which offer views of King’s Lake, Waikoloa Beach Course golf course, and the Mauna Kea and Mauna Loa volcano.

The borrower purchased the King’s Shops Property in 2005 for approximately $92.0 million. Since 2011, the sponsor has invested approximately $843,000 ($12.21 PSF) in capital improvements into the King’s Shops Property, and has a 2015 capital expenditure budget of over $1.0 million ($14.88 PSF) that will include new HVAC units, roof repairs, and upgraded signage, among other things. There are 469 parking spaces, representing a ratio of approximately 6.8 spaces per 1,000 square feet of gross leasable area. There are more than 3,400 hotel rooms and luxury residential units within walking distance of the shopping center, including two major hotels, Hilton Waikoloa Village (1,240 rooms) and Waikoloa Beach Marriott (545 rooms), championship golf courses and an array of cultural and entertainment venues.

31 tenants representing approximately 86.3% of total NRA at the King’s Shops Property report sales. Macy’s, the largest tenant at the King’s Shops Property, reported T-12 July 31, 2014 sales of $275 PSF, which is 62.7% greater than Macy’s T-12 February 1, 2014 national average of $169 PSF. For the T-12 July 2014, there were 28 in-line tenants that reported sales, totaling $35.1 million in sales ($750 PSF), resulting in a weighted average occupancy cost of 13.8%. Historical sales for all tenants reporting sales at King’s Shops Property are presented in the following chart:

Historical Sales PSF
   
    2011
     2012
        2013
T-12 7/31/2014
           
Macy’s
 
         $256
           $273
            $278
$275
In-Line Tenants(1)
 
        $663
     $705
       $757
$750
 
(1)
Comprised of 28 tenants representing 68.8% of the King’s Shops Property’s total NRSF. Excludes Shell Gas Station as well as Sasha Hawaii and RipCurl, as they only provide partial year sales totals.
 
THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
 
 
39

 
 
250 Waikoloa Beach Drive
Waikoloa, HI 96738
Collateral Asset Summary – Loan No. 3
King’s Shops
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$48,000,000
57.1%
1.84x
8.0%
 
Environmental Matters.    The Phase I environmental report dated August 29, 2014 recommended no further action at the King’s Shops Property.

The Market.    The King’s Shops Property is an anchored retail center located in Waikoloa, Hawaii, on the South Kohala Coast of the Big Island.  The King’s Shops Property benefits from its location in the South Kohala district which is known for its upscale resort communities, including the Mauna Kea Resort, Mauna Lani Resort and the Waikoloa Beach Resort community, which consists of two of the largest resort properties in the district, the 1,240-room Hilton Waikoloa Village and the 545-room Waikoloa Beach Marriott.

Tourism in Hawaii has grown in recent years due to increased air travel from North America, Japan, Korea, China, Australia, New Zealand, and other Pacific Rim nations. According to market reports, total airline seats to the Honolulu International Airport increased by 3.2% in 2013 over the prior year. China is emerging as Hawaii’s fastest growing tourism market, with arrivals increasing 94.0% in 2013 over the prior year. As a result, total nonstop air seat capacity to Hawaii has increased 1.4% as of April 2014 versus April 2013, and total scheduled 2014 annual capacity is estimated to top 10.8 million seats, the highest since 2007. The Big Island is also expected to benefit from increased airline capacity in 2014, with expanded service provided primarily through daily flights from Los Angeles and Oakland.

Over the last few years, the Hawaii retail market has witnessed decreasing vacancy and subsequently climbing rental rates. Much of this is in response to increased demand for space as tourism begins to rebound, coupled with the limited construction and few new deliveries to the market. The overall vacancy rate for the region has fallen from 3.9% in 2009 to 2.6% as of mid-year 2014. Additionally, average quoted rental rates across the Hawaii retail market have increased 14.5% during the same time period.
There are significant barriers to entry along the South Kohala Coast market, which include limited buildable land, the Big Island’s varied topography, the County of Hawaii’s restrictions on commercial development, and high construction costs on the islands. These barriers limit development in the foreseeable future.

The King’s Shops Property’s most direct competitors are those that are situated on the South Kohala Coast. The King’s Shops Property has limited competition within the South Kohala area, with the most immediate competition being the Shops at Mauna Lani and Queens Marketplace due to their proximity. While these two centers are the closest to the King’s Shops Property, they do not offer the same luxury tenant mix, and therefore only compete on a limited basis. The most similar competitive centers in asset type and tenancy are Whaler’s Village and the Shops at Wailea, on Maui. Whaler’s Village is a lifestyle retail development located in Lahaina and is the King’s Shops Property’s most significant competition on Maui.

The primary competitive set for the King’s Shops Property is presented in the following chart:

King’s Shops Property Competitive Set(1)
Name
King’s Shops
Property
Queens Marketplace
The Shops at
Mauna Lani
The Shops at Wailea
Whaler’s Village
Distance from Subject
NAP
0.1 miles
4.4 miles
66.9 miles
87.1 miles
Island
Big Island
Big Island
Big Island
Maui
Maui
City, State
Waikoloa, HI
Waikoloa Village, HI
Waimea, HI
Wailea-Makena, HI
Lahaina, HI
Property Type
Anchored Retail
Neighborhood Center
Lifestyle Center
Fashion/Specialty Center
Lifestyle Center
Year Built / Renovated
1991 / Various
2007 / NAP
2007 / NAP
2000 / NAP
1970 / 1996
Total Occupancy(2)
94.4%
83.0%
80.0%
99.0%
98.0%
Total Size (Sq. Ft.)(2)
69,023
135,000
78,950
161,645
105,840
Anchor Tenants
Macy’s
Island Gourmet Market
Foodlands
Louis Vuitton, Gucci, Prada
Louis Vuitton, Coach
(1)
Source: Appraisal.
(2)
Total Occupancy and Total Size (Sq. Ft.) for the King’s Shops Property is as of the rent roll dated September 22, 2014.
 
THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
 
 
40

 
 
250 Waikoloa Beach Drive
Waikoloa, HI 96738
Collateral Asset Summary – Loan No. 3
King’s Shops
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$48,000,000
57.1%
1.84x
8.0%
 
Cash Flow Analysis.

Cash Flow Analysis
 
 
 
2011
2012
2013
T-12  7/31/2014
U/W
U/W PSF
 
   Base Rent(1)
$3,833,587
$3,752,755
$3,856,922
$3,811,075
$4,158,067
$60.24
 
   Percentage Rent
514,578
683,652
472,008
524,925
413,275
5.99
 
   Value of Vacant Space
0
0
0
0
287,551
4.17
 
   Total Rent
$4,348,165
$4,436,407
$4,328,930
$4,336,000
$4,858,893
$70.40
 
   Total Recoveries
1,254,317
1,411,003
1,763,791
1,806,551
1,821,701
26.39
 
   Total Other Income(2)
479,441
487,838
524,645
609,105
515,913
7.47
 
   Vacancy & Credit Loss(3)
(309,786)
(132,758)
27,397
22,824
(359,825)
(5.21)
 
   Effective Gross Income
$5,772,137
$6,202,490
$6,644,763
$6,774,479
$6,836,682
$99.05
 
   Total Operating Expenses
2,510,076
2,724,166
3,015,197
2,989,664
2,978,443
43.15
 
   Net Operating Income
$3,262,061
$3,478,324
$3,629,566
$3,784,815
$3,858,238
$55.90
 
   TI/LC
0
0
0
0
79,376
1.15
 
   Capital Expenditures
0
0
0
0
17,256
0.25
 
   Net Cash Flow
$3,262,061
$3,478,324
$3,629,566
$3,784,815
$3,761,606
$54.50
 
(1)
U/W Base Rent is based on the September 22, 2014 rent roll and includes $286,389 of contractual rent steps through July 31, 2015.
(2)
Other income includes marketing income and specialty leasing.
(3)
U/W Vacancy & Credit Loss represents 5.0% of gross income.

Property Management.    The King’s Shops Property is managed by Jones Lang LaSalle Americas, Inc.

Lockbox / Cash Management.    The King’s Shops Loan is structured with a hard lockbox and springing cash management. At closing, a lockbox and clearing account controlled by lender was established by the borrower into which all rents, revenues and receipts from the King’s Shops Property are required to be deposited directly by the tenants. Prior to a Trigger Period (as defined herein), all sums deposited into the clearing account will be transferred into borrower’s operating account. During a Trigger Period, all transfers to borrower’s operating account will cease and such sums on deposit in the clearing account will be transferred on a daily basis to an account controlled by lender, to be applied to payment of all monthly amounts due under the King’s Shops Loan documents, with any excess funds being held by lender as additional collateral for the King’s Shops Loan.
 
A “Trigger Period” will commence (i) upon the occurrence of an event of default (until such default is cured) or (ii) if the debt service coverage ratio falls below 1.10x, tested quarterly (until the debt service coverage ratio exceeds 1.15x for two consecutive quarters).

Initial Reserves.    At closing, the borrower deposited (i) $75,175 into a tax reserve account, (ii) $86,641 into an insurance reserve account, (iii) $87,780 into the rollover reserve account and (iv) $871,085 into a required repairs reserve account.

Ongoing Reserves.    On a monthly basis, the borrower is required to deposit reserves of (i) 1/12 of the estimated annual real estate taxes, which currently equates to $25,058, into a tax reserve account, (ii) 1/12 of the annual insurance premiums, which currently equates to $14,440 into an insurance reserve account, (iii) $1,438 into a capital expenditure account and (iv) $6,642 into a TI/LC reserve account, subject to a cap of $150,000.

Current Mezzanine or Subordinate Indebtedness.    None.

Future Mezzanine or Subordinate Indebtedness Permitted.    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.
 
 
41

 
 
250 Waikoloa Beach Drive
Waikoloa, HI 96738
Collateral Asset Summary – Loan No. 3
King’s Shops
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$48,000,000
57.1%
1.84x
8.0%
 
(map)
 
THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
 
 
42

 
 
250 Waikoloa Beach Drive
Waikoloa, HI 96738
Collateral Asset Summary – Loan No. 3
King’s Shops
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$48,000,000
57.1%
1.84x
8.0%
 
MAP
 
THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
 
 
43

 
 

Various
Akron, OH
Collateral Asset Summary – Loan No. 4
Goodyear Portfolio
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$47,400,000
69.9%
1.45x
9.7%
 
GRAPHICS
 
THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
 
 
44

 
 
Various
Akron, OH
Collateral Asset Summary – Loan No. 4
Goodyear Portfolio
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$47,400,000
69.9%
1.45x
9.7%
 
Mortgage Loan Information
Loan Seller:
KeyBank
Loan Purpose:
Refinance
Sponsor:
Stuart Lichter; Stuart Lichter, as trustee of the Stuart Lichter Trust, u/t/d dated November 13, 2011
Borrower:
IRG RC Lessor KB, LLC
Original Balance:
$47,400,000
Cut-off Date Balance:
$47,400,000
% by Initial UPB:
5.7%
Interest Rate:
4.4500%
Payment Date:
1st of each month
First Payment Date:
January 1, 2015
Maturity Date:
December 1, 2024
Amortization:
360 months
Additional Debt:
None
Call Protection:
L(25), YM1(92), O(3)
Lockbox / Cash Management:
Hard / Springing

Reserves(1)
 
Initial
Monthly   
Taxes:
$0
Springing   
Insurance:
$0
Springing   
Replacement:
$0
Springing   
TI/LC:
$0
Springing   

Financial Information
Cut-off Date Balance / Sq. Ft.:
$23
 
Balloon Balance / Sq. Ft.:
$19
 
Cut-off Date LTV:
69.9%
 
Balloon LTV:
56.4%
 
Underwritten NOI DSCR:
1.60x
 
Underwritten NCF DSCR:
1.45x
 
Underwritten NOI Debt Yield:
9.7%
 
Underwritten NCF Debt Yield:
8.8%
 
Underwritten NOI Debt Yield at Balloon:
12.0%
 
Underwritten NCF Debt Yield at Balloon:
10.8%
 
Property Information
Single Asset / Portfolio:
Portfolio of four properties
Property Type:
Various
Collateral:
Fee Simple
Location:
Akron, OH
Year Built / Renovated:
Various / Various
Total Sq. Ft.:
2,046,012
Property Management:
IRG Realty Advisors, LLC
Underwritten NOI:
$4,579,188
Underwritten NCF:
$4,147,625
Appraised Value:
$67,800,000
Appraisal Date:
October 23, 2014
 
Historical NOI(2)
Most Recent NOI:
4,771,284 (T-12 September 30, 2014)
2013 NOI:
3,410,327 (December 31, 2013)
2012 NOI:
2,074,138 (December 31, 2012)
2011 NOI:
1,193,742 (December 31, 2011)
 
Historical Occupancy
Most Recent Occupancy:
100.0% (October 31, 2014)
2013 Occupancy:
100.0% (December 31, 2013)
2012 Occupancy:
100.0% (December 31, 2012)
2011 Occupancy:
100.0% (December 31, 2011)
(1)
See “Ongoing Reserves” herein.
(2)
For information regarding the increase in Most Recent NOI from 2011 NOI see “Cash Flow Analysis” herein.


THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
 
 
45

 
 
Various
Akron, OH
Collateral Asset Summary – Loan No. 4
Goodyear Portfolio
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$47,400,000
69.9%
1.45x
9.7%

Portfolio Summary
Property Name
Location
Tenant
Sq. Ft.
 
Year Built / Renovated
 
Appraised Value
 
Occupancy(1)
Innovation Tech Center
Akron, OH
The Goodyear Tire and Rubber Company
1,621,500   
 
1917 / 2013
 
$59,500,000   
 
100.0%
Research Center
Akron, OH
The Goodyear Tire and Rubber Company
193,312   
 
1942 / NAP
 
$3,600,000   
 
100.0%
Tire Test
Akron, OH
The Goodyear Tire and Rubber Company
145,600   
 
1955-2006 / 1977
 
$2,900,000   
 
100.0%
North Archwood
Akron, OH
The Goodyear Tire and Rubber Company
85,600   
 
1943-1985 / NAP
 
$1,800,000   
 
100.0%
Total
   
2,046,012   
     
$67,800,000   
 
100.0%
(1)
Based on a rent roll dated October 31, 2014.
 
Tenant Summary
 
Tenant
 
Ratings
(Fitch/Moody’s/S&P)
 
Net Rentable
Area (Sq. Ft.)
 
% of Net
Rentable Area
 
U/W Base 
Rent PSF
% of Total
U/W Base Rent
Lease
Expiration
The Goodyear Tire and Rubber Company(1) 
 
B+/Ba3/BB-
 
2,046,012   
 
100.0%    
 
$2.46
100.0%
4/30/2038
Total Occupied Collateral
     
2,046,012   
 
100.0%    
 
$2.46
100.0%
 
Vacant
     
0   
 
0.0%    
       
Total
     
2,046,012   
 
100.0%    
       
                     
(1)
The Goodyear Tire and Rubber Company has no early termination options and has 14 five-year renewal options with 12 months prior notice at 100% of fair market rent.
 
Lease Rollover Schedule
Year
 
# of
Leases
Expiring
Total
Expiring
Sq. Ft.
% of Total Sq.
Ft. Expiring
Cumulative
Sq. Ft.
Expiring
Cumulative % of
Sq. Ft. Expiring
Annual U/W Base Rent
PSF
% U/W Base Rent
Rolling
Cumulative %
of U/W
Base Rent
MTM
 
0      
0
0.0%
0
0.0%
$0.00
0.0%  
0.0%  
2014
 
0      
0
0.0%
0
0.0%
$0.00
0.0%  
0.0%  
2015
 
0      
0
0.0%
0
0.0%
$0.00
0.0%  
0.0%  
2016
 
0      
0
0.0%
0
0.0%
$0.00
0.0%  
0.0%  
2017
 
0      
0
0.0%
0
0.0%
$0.00
0.0%  
0.0%  
2018
 
0      
0
0.0%
0
0.0%
$0.00
0.0%  
0.0%  
2019
 
0      
0
0.0%
0
0.0%
$0.00
0.0%  
0.0%  
2020
 
0      
0
0.0%
0
0.0%
$0.00
0.0%  
0.0%  
2021
 
0      
0
0.0%
0
0.0%
$0.00
0.0%  
0.0%  
2022
 
0      
0
0.0%
0
0.0%
$0.00
0.0%  
0.0%  
2023
 
0      
0
0.0%
0
0.0%
$0.00
0.0%  
0.0%  
2024
 
0      
0
0.0%
0
0.0%
$0.00
0.0%  
0.0%  
Thereafter
 
4      
2,046,012
100.0%
2,046,012
100.0%
$2.46
100.0%  
100.0%  
Vacant
 
NAP      
0
0.0%
2,046,012
100.0%
NAP
NAP  
 
Total / Wtd. Avg.
 
4      
2,046,012
100.0%
   
$2.46
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.
 
 
46

 
 
Various
Akron, OH
Collateral Asset Summary – Loan No. 4
Goodyear Portfolio
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$47,400,000
69.9%
1.45x
9.7%
 
The Loan.    The Goodyear Portfolio loan (the “Goodyear Portfolio Loan”) is a fixed rate loan secured by the borrower’s fee simple interest in a mixed use development consisting of four industrial and office properties comprised of 2,046,012 sq. ft. located in Akron, Ohio (the “Goodyear Portfolio Properties”). The loan has an original principal balance of $47.4 million and a 10-year term which amortizes on a 30-year schedule. The Goodyear Portfolio Loan accrues interest at a fixed rate equal to 4.4500% and has a cut-off date balance of $47.4 million. Loan proceeds were used to refinance existing debt in the amount of approximately $42.5 million, pay closing costs of approximately $1.0 million, and return approximately $4.0 million of equity to the borrower.   Based on the appraised value of $67.8 million as of October 23, 2014, the cut-off date LTV is 69.9%. The most recent prior financing of the Goodyear Portfolio Properties was not included in a securitization.

Sources and Uses
Sources
Proceeds
 
% of Total
 
Uses
Proceeds
 
% of Total
Loan Amount
$47,400,000
 
100.0%
 
Loan Payoff
$42,457,950
 
89.6%      
         
Closing Costs
$990,704
 
2.1%      
         
Return of Equity
$3,951,345
 
8.3%      
Total Sources
$47,400,000
 
100.0%
 
Total Uses
$47,400,000
 
100.0%      

The Borrower / Sponsor.    The borrower, IRG RC Lessor KB, LLC, is a single purpose Delaware limited liability company structured to be bankruptcy-remote with one independent director in its organizational structure.  The sponsor of the borrower and the nonrecourse carve-out guarantor is Stuart Lichter, both in his individual capacity and in his capacity as the trustee of the Stuart Lichter Trust, u/t/d dated November 13, 2011.

Stuart Lichter is the President and Chairman of the Board of the Industrial Realty Group (“IRG”), a national real estate development and investment firm specializing in the acquisition, development and management of commercial and industrial real estate throughout the United States.  IRG operates a portfolio containing over 100 properties in 26 states, with over 80.0 million sq. ft. of rentable space.  IRG is nationally recognized for repurposing commercial and industrial real estate.

The Properties.    The Goodyear Portfolio Properties consist of the borrower’s fee simple interest in a mixed use development containing four industrial and office properties comprised of 2,046,012 sq. ft. located on the 500-acre Goodyear Tire and Rubber Company Global and North American headquarters campus in Akron, Ohio (“Goodyear Campus”).   The Goodyear Portfolio Properties house corporate office space as well as mission critical facilities utilized by The Goodyear Tire and Rubber Company (“Goodyear”) for research and development, manufacturing, and product testing.   The Goodyear Portfolio Properties’ net rentable area is spread across four properties containing nine buildings located on 62.73 acres.

IRG acquired Goodyear Campus from Goodyear in 2009.  As part of the sale leaseback transaction, IRG developed a new 639,000 sq. ft. Goodyear global office headquarters building which is not collateral for the loan.  The Goodyear global office headquarters building is attached via a grand entrance to the Innovation Tech Center property, one of the Goodyear Portfolio Properties.  As part of the sponsor’s plan to repurpose the Goodyear Campus, they are currently renovating 1.7 million sq. ft. located in several buildings on the north side of the Goodyear Campus, including the former headquarters building and Goodyear Hall.  This project, named The East End, will include 800,000 sq. ft. of modern office space, 100 rental apartments, and a theater, as well as the five-story, newly-opened 136-room Hilton Garden Inn hotel.

Goodyear will reportedly invest approximately $20.7 million for energy conservation, facility sustainment, and quality of facility improvements in the Goodyear Portfolio Properties through 2019. The sponsor has invested approximately $54.0 million in the portfolio and has a cost basis of approximately $64.5 million in the Goodyear Portfolio Properties.

Innovation Tech Center. The Innovation Tech Center property consists of two, five-story buildings located on 27.74 acres containing 1,621,500 sq. ft. The two buildings are referred to as Tech Center A and Tech Center B and are comprised of approximately 60% industrial space and approximately 40% office space. The buildings were built in 1917 and renovated in 2013.  Goodyear uses the Innovation Tech Center property for research, warehouse, manufacturing, and product testing.  Tech Center A is attached via a grand entrance to the Goodyear global office headquarters building (non-collateral) and Tech Center A and Tech Center B are connected via two walkways.  Since acquisition, the sponsor has invested approximately $51.9 million in renovations to the Innovation Tech Center property, including renovations to the office finish within Tech Center A and the build-out of new office areas within the former shell manufacturing space in Tech Center B.

Research Center. The Research Center property, built in 1942, is located on 16.21 acres containing 193,312 sq. ft.  The Research Center property is located on the north side of the Goodyear Campus, close to the newly constructed Hilton Garden Inn.  The property contains three floors plus a partial below-grade level and contains approximately 95% office and approximately 5% industrial space.  Since acquisition, the sponsor has invested approximately $1.5 million in renovations to the Research Center property.
 
THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
 
 
47

 
 
Various
Akron, OH
Collateral Asset Summary – Loan No. 4
Goodyear Portfolio
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$47,400,000
69.9%
1.45x
9.7%
 
Tire Test. The Tire Test property, built in multiple phases between 1955 and 2006, consists of two buildings which total 145,600 sq. ft. located on 11.64 acres.  One building is single story and one building is two story, both of which and are used for office, research and development, product testing and storage.

North Archwood.  The North Archwood property, built in multiple phases between 1943 and 1985, consists of a 7.14-acre site housing four industrial buildings containing 85,600 total net rentable sq. ft.  The buildings are a mix of one and two stories.  The main building contains 75,400 sq. ft. and has two stories.  The buildings are comprised of industrial and research and development space. Since acquisition, the sponsor has invested approximately $0.6 million in renovations to the North Archwood property.

Environmental Matters.    The Phase I environmental site assessments dated November, 2014 with respect to the Goodyear Portfolio Properties identified various hazardous substance contaminants in soil and groundwater, including Target Analyte List Metals, Volatile Organic Compounds, Polycyclic Aromatic Hydrocarbons, and Total Petroleum Hydrocarbons, however recommended no further action at the Goodyear Portfolio Properties.  A lender environmental collateral protection and liability policy was obtained.

Tenant.  

The Goodyear Tire and Rubber Company (“Goodyear”) (2,046,012 sq. ft., 100.0% of NRA, 100.0% of U/W Base Rent, rated B+/Ba3/BB- by Fitch/Moody’s/S&P).  Goodyear occupies 100.0% of the Goodyear Portfolio Properties via four pure NNN leases expiring on April 30, 2038 with 14, five-year extension options.

Founded in 1989, Goodyear (NASDAQ: GT), together with its subsidiaries, develops, manufactures, markets, and distributes tires and related products and services in the United States and internationally under brands including:  Goodyear, Dunlop, Kelly, Sava, Fulda and Debica.  Goodyear is the largest tire maker in North America and Latin America and the second largest tire maker in Europe.  The company is headquartered in Akron, Ohio and employs approximately 69,000 people and operates 52 plants across 22 countries.  The company operates approximately 1,240 tire and auto service center outlets, where it offers its products for retail sale and provides automotive repair and other services.  Goodyear reported year-end 2013 sales of $19.5 billion, operating income of $1.6 billion and net income of $629.0 million.  During the same period Goodyear reported current assets of more than $8.6 billion, and approximately $3.0 billion in cash.

The Market.    The Goodyear Portfolio Properties are located approximately four miles from the downtown Akron area and four miles north of the Akron airport, and 37 miles southeast of Cleveland.  Interstate 76 bisects the Goodyear Campus and offers easy access to I-77 and I-71 which provide access to Cleveland to the west and Youngstown to the east.

The Goodyear Portfolio Properties are located in the Akron, Ohio Metropolitan Statistical Area (“Akron MSA”), which ranks as the 77th largest MSA by population in the United States with an estimated population of 701,083. The unemployment rate in Akron as of September 2014 is 4.8%, less than the state of Ohio’s overall unemployment rate of 5.6%.

The Goodyear Portfolio Properties are located in the greater Cleveland industrial market and the Akron industrial submarket.  As of 3Q 2014, there are 12,469 industrial properties containing 482.2 million sq. ft. in the market with a 7.5% vacancy rate and quoted rental rates of $3.75 PSF NNN. Year-to-date net absorption in the market was 2,069,642 sq. ft., bringing 3Q 2014 vacancy down to 7.5%, the lowest vacancy rate in over 10 years and down from the year-end 2013 vacancy rate of 7.9%. Within the Akron industrial submarket there are 1,973 properties containing 66.8 million sq. ft. of industrial space with a vacancy rate of 6.3% and quoted rates of $3.68 PSF NNN. Year-to-date net absorption for the submarket was 287,951 sq. ft. No industrial projects are currently under construction in the Akron industrial submarket.

The subject properties are located in the greater Cleveland office market and the Akron office submarket. As of 3Q 2014, there are 6,994 buildings representing 144.0 million sq. ft. with a vacancy rate of 12.1% and quoted rental rates of $16.63 PSF gross. Year-to-date net absorption in the market was 427,061 sq. ft. Within the Akron office submarket there are 1,513 buildings containing approximately 27.1 million sq. ft. with a vacancy rate of 11.1% and quoted rental rates of $13.82 PSF gross. Class B office buildings within the submarket had a vacancy rate of 7.5% and quoted rental rates of $14.23 PSF gross. Year-to-date net absorption for the Akron office submarket was 121,464 sq. ft.  There have been 71,171 sq. ft. delivered to the submarket year-to-date with 36,957 sq. ft. currently 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.
 
 
48

 
 
Various
Akron, OH
Collateral Asset Summary – Loan No. 4
Goodyear Portfolio
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$47,400,000
69.9%
1.45x
9.7%
 
The appraisal identified 10 lease comparables, which are presented in the subsequent chart:

Lease Comparables(1)
Property
 
Tenant
 
Property
Type(2)
 
City, State
 
Year Built
 
Lease Area
(Sq. Ft.)
 
Base
Rent
PSF
(NNN)
 
Lease
Term
(yrs)
Innovation Tech Center
 
Goodyear
 
Industrial
 
Akron, OH
 
1917
 
1,621,500
   
$2.66
 
26.8
Research Center
 
Goodyear
 
Office
 
Akron, OH
 
1942
 
193,312
   
$1.60
 
26.8
Tire Test
 
Goodyear
 
Industrial
 
Akron, OH
 
1955-2006
 
145,600
   
$1.78
 
26.8
North Archwood
 
Goodyear
 
Industrial
 
Akron, OH
 
1943-1985
 
85,600
   
$1.85
 
26.8
Canal Place
 
Various
 
Office
 
Akron, OH
 
1920
 
750,000
   
$11-16
 
NAP
Former Graco Industrial Warehouse
 
TPC
 
Industrial
 
Macedonia, OH
 
1969
 
190,000
   
$3.00
 
10.0
Lockheed Martin Commerce Center
 
Vacant
 
Office
 
Akron, OH
 
1965
 
156,000
   
$4.75
 
NAP
Former Rubbermaid Headquarters
 
GOJO
 
Industrial
 
Wooster, OH
 
1979
 
347,522
   
$2.50
 
5.2
1200 South Antrim Way
 
World Kitchen, Inc.
 
Industrial
 
Greencastle, PA
 
1960
 
1,033,470
   
$3.50
 
10.0
799 East 73rd Street
 
White Motor Factory
 
Industrial
 
Cleveland, OH
 
1940
 
321,097
   
$2.75
 
6.0
Home Avenue Industrial
 
Vacant
 
Industrial
 
Akron, OH
 
1950
 
45,869
   
$3.50
 
NAP
3320 - 3440 Gilchrist Industrial
 
Label Print Tech
 
Flex
 
Mogadore, OH
 
1987
 
51,600
   
$2.80
 
5.0
1864 Enterprise Parkway
 
Empire Today, LLC
 
Flex
 
Twinsburg, OH
 
1975
 
19,200
   
$2.61
 
5.4
3111 Gilchrist Road
 
Rubbermaid, Inc.
 
Industrial
 
Akron, OH
 
1963
 
79,661
   
$3.00
 
2.1
(1)      Source: Appraisal.
(2)      Industrial warehouse and manufacturing facilities are stated as “Industrial”.

Cash Flow Analysis.
 
Cash Flow Analysis
 
 
2011
2012
2013
T-12 9/30/2014
U/W
U/W PSF
Gross Potential Rent
$1,225,583
$2,101,000
$3,413,543
$4,795,691
$5,032,727
$2.46
 
Value of Vacant Space
0
0
0
0
0
0.00
 
Gross Potential Rent
$1,225,583
$2,101,000
$3,413,543
$4,795,691
$5,032,727
$2.46
 
Total Recoveries(1)
0
215,651
358,656
713,010
7,641,931
3.74
 
Net Rental Income
$1,225,583
$2,316,651
$3,772,199
$5,508,701
$12,674,658
6.19
 
Less: Vacancy(2)
0
0
0
0
(633,733)
(0.31)
 
Effective Gross Income
$1,225,583
$2,316,651
$3,772,199
$5,508,701
$12,040,925
$5.89
 
Total Operating Expenses(1)
31,841
242,513
361,872
737,417
7,461,737
3.65
 
Net Operating Income(3)
$1,193,742
$2,074,138
$3,410,327
$4,771,284
$4,579,188
$2.24
 
TI/LC
0
0
0
0
226,962
0.11
 
Capital Expenditures
0
0
0
0
204,601
0.10
 
Net Cash Flow
$1,193,742
$2,074,138
$3,410,327
$4,771,284
$4,147,625
$2.03
 
               
(1)       Total Recoveries and Total Operating Expenses vary from U/W due to the pure NNN leases whereby the tenant pays all expenses directly.
(2)       Underwritten vacancy represents 5.0% of gross income. As of October 31, 2014, the Goodyear Portfolio Properties were 100.0% occupied.
(3)       The increase in Net Operating Income from 2011 to T-12 9/30/2014 was due to Goodyear’s base rent increasing over that time period.  The Goodyear leases commenced July 1, 2011, and after renovations to the Innovation Tech Center property were completed in 2013, base rent increased to $2.66 PSF on January 1, 2014.

Property Management.    The Goodyear Portfolio Properties are managed by IRG Realty Advisors, LLC, an affiliate of the borrower.

Lockbox / Cash Management.    The Goodyear Portfolio Loan is structured with a hard lockbox and springing cash management.  The borrower sent tenant direction letters to Goodyear instructing them to deposit all rents and other payments directly into the lockbox account controlled by the lender. The funds will be disbursed to an account designated by the borrower until the occurrence of a Cash Sweep Event (as defined below). Upon an occurrence, and during the continuance of a Cash Sweep Event, all sums on deposit in the lockbox account will be deposited into a cash management account and such account will be under the control of the lender.

A “Cash Sweep Event” will commence upon (a) an event of default, (b) bankruptcy or insolvency of borrower or property manager, (c) if the DSCR based on a trailing three-month basis falls below 1.20x, (d) if Goodyear files bankruptcy,  (e) if Goodyear goes dark/vacates, with respect to any of the buildings in the related Goodyear Portfolio Properties, (f) if Goodyear does not possess a senior unsecured corporate credit  rating of “B” or greater, as determined by S&P (or an equivalent rating by a nationally recognized credit rating agency approved by lender), or (g) whether or not an event of default (as defined in the Goodyear lease) by Goodyear has occurred, Goodyear is subject to a foreclosure action (or an assignment in lieu of foreclosure) under a lease approved mortgage.
 
THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
 
 
49

 
 
Various
Akron, OH
Collateral Asset Summary – Loan No. 4
Goodyear Portfolio
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$47,400,000
69.9%
1.45x
9.7%
 
Initial Reserves.    None.
 
Ongoing Reserves.    

Real Estate Tax Escrow and Insurance Escrow - Monthly property tax and insurance collections, as applicable, will be springing upon: (a) an event of default, (b) Goodyear no longer pays all taxes or insurance, as applicable, directly and/or taxes or insurance premiums, as applicable, are not paid prior to the due date, (c) borrower fails to provide proof of payment of taxes or copies of the insurance certificates or proof of payment for the coverage required in the loan documents, as applicable, (d) borrower fails to give evidence to the lender that the Goodyear lease is in full force and effect and if Goodyear is paying full rent, (e) Goodyear files bankruptcy, (f) if Goodyear does not possess a senior unsecured corporate credit rating of “B+” or greater, as determined by S&P (or an equivalent rating by a nationally recognized credit rating agency approved by lender), (g) lender has not received evidence reasonably satisfactory to lender that all taxes or insurance premiums, as applicable, have been paid, (h) whether or not an event of default (as defined in the Goodyear lease) by Goodyear has occurred, Goodyear is subject to a foreclosure action (or an assignment in lieu of foreclosure) under a lease approved mortgage, or (i) with respect to monthly insurance collections only, borrower or Goodyear fails to maintain the insurance policies required by the related loan documents.
 
Replacement and Rollover Reserves - Monthly collections in the amount of $17,050 ($0.10 PSF annually) into the Replacement Reserve and monthly collections in the amount of $42,625 ($0.25 PSF annually) into the Rollover Reserve will spring upon: (a) an event of default, (b) if Goodyear files bankruptcy, (c) if Goodyear goes dark/vacates, with respect to any of the Goodyear Portfolio Properties, (d) if Goodyear does not possess a senior unsecured corporate credit rating of “B+” or greater, as determined by S&P (or an equivalent rating by a nationally recognized credit rating agency approved by lender), (e) borrower fails to provide lender with acceptable evidence that the Goodyear lease is in full force and effect and Goodyear is paying full rent or (f) whether or not an event of default (as defined in the Goodyear lease) by Goodyear has occurred, Goodyear is subject to a foreclosure action (or an assignment in lieu of foreclosure) under a lease approved mortgage.
 
Partial Release.    Partial releases of individual properties are not permitted.   

Vacant Land. The loan documents permit the borrower to obtain a release of approximately 6.87 acres of vacant land with no prepayment provided that the borrower satisfies certain requirements under the loan documents.  The vacant parcel of land was not considered in the underwriting analysis with respect to the loan.

Parking Lot. The loan documents permit the borrower to obtain the release of approximately 10.17 acres of land that is a parking lot with no prepayment provided that the borrower satisfies certain requirements under the loan documents.  The parking lot parcel of land was not considered in the underwriting analysis with respect to the loan.

Substitution.   None.

Current Mezzanine or Subordinate Indebtedness.   None.

Future Mezzanine or Subordinate Indebtedness Permitted.   None.

PILOT Agreement.    The Innovation Tech Center property is subject to a Declaration of Covenants and Conditions Relative to Service Payments in Lieu of Taxes (“PILOT Agreement”), which service payments are made commencing January 15, 2015 in lieu of real estate taxes and ending in tax year 2040. The service payments support the repayment of certain loans that were incurred by the port authority in connection with the redevelopment of the Innovation Tech Center property and surrounding areas. Such service payments are in an amount which is at least the amount set forth in the PILOT Agreement and the obligations to pay such service payments are treated in the same matter as real estate taxes for all lien purposes with the same priority as real estate taxes would have had if real estate taxes have been regularly assessed against the Innovation Tech Center property.
 
THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
 
 
50

 
 
Various
Akron, OH
Collateral Asset Summary – Loan No. 4
Goodyear Portfolio
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$47,400,000
69.9%
1.45x
9.7%
 
MAP
 
THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
 
 
51

 
 
14630 Autumn Ridge Lane
Watertown, NY 13601
Collateral Asset Summary – Loan No. 5
Preserve at Autumn Ridge
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$36,750,000
75.0%
1.30x
8.1%
 
(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.
 
 
52

 
 
14630 Autumn Ridge Lane
Watertown, NY 13601
Collateral Asset Summary – Loan No. 5
Preserve at Autumn Ridge
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$36,750,000
75.0%
1.30x
8.1%
 
Mortgage Loan Information
Loan Seller:
GACC
Loan Purpose:
Refinance
Sponsor:
Robert C. Morgan
Borrower:
Preserve at Autumn Ridge I LLC
Original Balance:
$36,750,000
Cut-off Date Balance:
$36,750,000
% by Initial UPB:
4.5%
Interest Rate:
4.5800%
Payment Date:
6th of each month
First Payment Date:
October 6, 2014
Maturity Date:
September 6, 2024
Amortization:
Interest only for first 24 months; 360
months thereafter
Additional Debt:
None
Call Protection:
L(27), D(89), O(4)
Lockbox / Cash Management:
Springing Soft / Springing
 
Reserves(1)
 
Initial
Monthly
Taxes:
$212,325
$26,541
Insurance:
$0
Springing
Replacement:
$0
$4,033
PILOT Holdback(2):
$1,821,633
$0
 
Financial Information
Cut-off Date Balance / Unit:
 
$151,860
Balloon Balance / Unit:
 
$129,967
Cut-off Date LTV(3):
 
75.0%
Balloon LTV:
 
64.2%
Underwritten NOI DSCR(4):
 
1.32x
Underwritten NCF DSCR(4):
 
1.30x
Underwritten NOI Debt Yield:
 
8.1%
Underwritten NCF Debt Yield:
 
8.0%
Underwritten NOI Debt Yield at Balloon:
 
9.5%
Underwritten NCF Debt Yield at Balloon:
 
9.3%
 
Property Information
Single Asset / Portfolio:
Single Asset
Property Type:
Garden Multifamily
Collateral:
Fee Simple
Location:
Watertown, NY
Year Built / Renovated:
2013-2014 / NAP
Total Units:
242
Property Management:
Morgan Management, LLC
Underwritten NOI:
$2,984,689
Underwritten NCF:
$2,936,289
“As Complete” Appraised Value(3):
$49,000,000
“As Complete” Appraisal Date(3):
August 8, 2014
 
Historical NOI(5)
Most Recent NOI:
$2,984,062 (T-3 June 30, 2014 Ann.)
2013 NOI:
NAP
2012 NOI:
NAP
2011 NOI:
NAP
 
Historical Occupancy(5)
Most Recent Occupancy:
100.0% (August 4, 2014)
2013 Occupancy:
NAP
2012 Occupancy:
NAP
2011 Occupancy:
NAP
 
(1)
See “Initial Reserves” and “Ongoing Reserves” herein.
 
(2)
At loan closing, the borrower deposited $1,821,633 into the PILOT Holdback reserve. This amount has since been released. See “PILOT Program” herein for additional information.
 
(3)
The appraisal dated August 13, 2014 provided for an “As Complete” Appraised Value of $49,000,000 effective on August 8, 2014, assuming completion of the construction of the buildings at the Preserve at Autumn Ridge Property (known as “Phase I”). Such construction has been completed. Based on the pre-completion Appraised Value on July 8, 2014 of $48,600,000, the Cut-off Date LTV is 75.6%.
 
(4)
Based on amortizing debt service payments. Based on the current interest only payments, the Underwritten NOI DSCR and Underwritten NCF DSCR are 1.75x and 1.72x, respectively.
 
(5)
The property opened for occupancy in July 2013 after completion of the first building and is 100.0% occupied as of August 4, 2014.


THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
 
 
53

 
 
14630 Autumn Ridge Lane
Watertown, NY 13601
Collateral Asset Summary – Loan No. 5
Preserve at Autumn Ridge
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$36,750,000
75.0%
1.30x
8.1%
 
Unit Mix Summary(1)
Unit Type
# of
Units
% of Total
Occupied
Units
Occupancy
Average Unit
Size (Sq. Ft.)
Average Monthly
Rental Rate
Per Unit
Average Monthly
Rental Rate PSF
Average Market
Monthly Rental Rate
Per Unit(2)
2 Bed / 1 Bath
21
 
8.7%
 
21
 
100.0%
995
 
$1,253
$1.26
$1,300
2 Bed / 1.5 Bath
101
 
41.7%
 
101
 
100.0%
1,156
 
$1,240
$1.07
$1,300
3 Bed / 2.5 Bath
120
 
49.6%
 
120
 
100.0%
1,358
 
$1,394
$1.03
$1,440
Total / Wtd. Avg.
242
 
100.0%
 
       242
 
    100.0%  
1,242
 
$1,317
$1.06
$1,369
(1)
Based on a rent roll dated August 4, 2014.
(2)
Source: Appraisal.

The Loan.     The Preserve at Autumn Ridge loan (the “Preserve at Autumn Ridge Loan”) is a fixed rate loan secured by the borrower’s fee simple interest in a 242 unit garden multifamily property located at 14630 Autumn Ridge Lane in Watertown, New York (the “Preserve at Autumn Ridge Property”) with an original principal balance of $36.75 million. The Preserve at Autumn Ridge Loan has a 10-year term and amortizes on a 30-year schedule after an initial 24 month interest only period. The Preserve at Autumn Ridge Loan accrues interest at a fixed rate equal to 4.5800% and has a cut-off date balance of $36.75 million. Loan proceeds were used to retire previous debt of approximately $27.8 million, fund reserves of approximately $2.0 million, pay closing costs of approximately $0.7 million and return approximately $6.2 million of equity to the sponsor. Based on the “As Complete” appraised value of $49.0 million as of August 8, 2014, the cut-off date LTV is 75.0%. The most recent prior financing of the Preserve at Autumn Ridge Property was not included in a securitization.

Sources and Uses
 
Sources
Proceeds
 
% of Total
 
Uses
Proceeds
% of Total
 
Loan Amount
$36,750,000
 
100.0%
 
Previous Debt
$27,830,356
          75.7%
 
         
Reserves
$2,036,904
            5.5%
 
         
Closing Costs
$685,886
            1.9%
 
         
Return of Equity
$6,196,854
          16.9%
 
Total Sources
$36,750,000
 
100.0%
 
Total Uses
 $36,750,000
        100.0%
 

The Borrower / Sponsor.    The borrower, Preserve at Autumn Ridge I LLC, is a single purpose Delaware limited liability company structured to be bankruptcy-remote, with two independent directors in its organizational structure.  The sponsor of the borrower and the nonrecourse carve-out guarantor is Robert C. Morgan.

Robert C. Morgan, founder of Morgan Management LLC, has owned and operated a residential and commercial real estate portfolio since 1976. The company currently manages a real estate portfolio that includes RV resorts, residential apartment communities, self storage facilities, commercial office buildings and shopping plazas. The company is headquartered in Pittsford, New York, which is approximately 80 miles south of the Preserve at Autumn Ridge Property.

The Property.    The Preserve at Autumn Ridge Property is a 242-unit, Class A garden multifamily property comprised of 40 two-story buildings and a club house located at 14630 Autumn Ridge Lane in Watertown, New York. The Preserve at Autumn Ridge Property is Phase I of an anticipated two phase development that will, upon completion, total 394 units. All 40 buildings of the phase I development have been completed, with all units 100.0% occupied by August 4, 2014.

Amenities at the Preserve at Autumn Ridge Property include a clubhouse with a social room, theater, fitness center, tanning booth, and a business center. Each town-home style residential unit features a full appliance package including an electric range/oven, refrigerator, garbage disposal, dishwasher, built-in microwave oven, washer and dryer, and a private patio. The bathrooms within each unit feature combination tub/showers, a commode, wood cabinets, granite counter tops, built-in porcelain sink, wall-mounted vanity mirror and tile flooring. Additionally, each unit has a single car direct access garage and a driveway.

Environmental Matters.    The Phase I environmental report dated July 30, 2014, recommended no further action.

The Market.    The Preserve at Autumn Ridge Property is located in Watertown, New York within Jefferson County which is part of the Watertown-Fort Drum Metropolitan Statistical Area (the “Watertown MSA”). Jefferson County has an estimated 2014 population of 123,111 and an unemployment rate of 7.5% as of May 2014. According to market reports, the median household income for Jefferson County in 2014 is $45,515 which is below the state median income of $56,956. However, within a one-mile radius of the Preserve at Autumn Ridge Property, the median household income is approximately $56,537.

The Preserve at Autumn Ridge Property is located in close proximity to two major traffic arteries, State Route 3 and Interstate 81. State Route 3, located approximately a half mile south of the Preserve at Autumn Ridge Property, provides access to nearby retail offerings and downtown Watertown while Interstate 81 provides direct access to the Fort Drum Military Reservation (“Fort Drum”).
 
THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
 
 
54

 
 
14630 Autumn Ridge Lane
Watertown, NY 13601
Collateral Asset Summary – Loan No. 5
Preserve at Autumn Ridge
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$36,750,000
75.0%
1.30x
8.1%
 
The driving force of the region’s economy is Fort Drum, which is located approximately seven miles northeast of the Preserve at Autumn Ridge Property and serves as a major training facility for armed forces and new recruits. Fort Drum is the largest employer in the area as it employed 18,060 soldiers and 3,895 civilians in 2013. Since 2000, Fort Drum has experienced substantial growth and soldier employment has increased 49% and civilian employment has increased 53% during the time period. The base has historically had a housing capacity of 2,272 soldiers, which is substantially lower than the number of soldiers on base. To meet the increased housing demand, new multifamily projects have been developed in recent years. The Preserve at Autumn Ridge Property management indicated approximately 60.0% of the residential units are occupied by military personnel. The most comparable competitive set of properties can be seen in the subsequent chart.

Competitive Set(1)
Name
The Preserve at
Autumn Ridge
Property (2)
Eagle Ridge
Beaver Meadow
Apartments
Truscott Terrace
Pleasant Creek
Meadows
Woodcliff
Year Built
2013-2014
2008 – 2011
2014
1987
1999
1988
Total Occupancy
100.0%
86%
96%
76%
99%
70%
No. of Units
242
740
294
254
155
301
Avg. Rental Rent Range  
$1,240 - $1,394
$1,075 – $1,425
$924 – $1,393
$950 - $1,335
$925 - $1,180
$1,045 - $1,245
(1)
Source: Appraisal.
(2)
Based on a rent roll dated August 4, 2014.

Cash Flow Analysis.

Cash Flow Analysis
 
 
T-3 6/30/2014 Ann.(1)
U/W
U/W per Unit 
Gross Potential Rent
         $3,247,957
        $3,825,660
$15,809    
Total Recoveries
27,223
         38,515
159    
Total Other Income
292,189
312,830
1,293    
Less: Vacancy, Credit Loss & Concessions(2)  
            0
        (191,283)
(790)    
Effective Gross Income
$3,567,369
$3,985,721
$16,470    
Total Expenses
583,307
1,001,033
4,136    
Net Operating Income
$2,984,062
$2,984,689
$12,333    
Capital Expenditures
0
48,400
200    
Net Cash Flow
 $2,984,062
 $2,936,289
$12,133    
       
(1)
The property opened in July 2013 after completion of the first building and was 100.0% occupied by August 4, 2014.
(2)
U/W Vacancy is 5.0% of gross potential rent.

Property Management.    The Preserve at Autumn Ridge Property is managed by Morgan Management, LLC, a sponsor affiliate.

Lockbox / Cash Management.     The Preserve at Autumn Ridge Loan is structured with a springing soft lockbox and springing cash management. Following a Trigger Period (as defined herein), all rents, revenues and receipts from the Preserve at Autumn Ridge Property are required to be deposited directly by the tenants or by the borrower or property manager within one business day of receipt and all sums deposited in the lockbox account will be transferred daily to a lender controlled account at a financial institution selected by lender, to be applied to payment of all monthly amounts due under the loan documents.

A “Trigger Period” will commence (i) upon the occurrence of an event of default or (ii) if the debt service coverage ratio falls below 1.15x on the last day of any calendar quarter. A Trigger Period will cease to exist upon (a) with respect to clause (i) above, such event of default has been cured and (b) with respect to clause (ii) above, the debt service coverage ratio equals or exceeds 1.20x for two consecutive quarters.

Initial Reserves.    At closing, the borrower deposited (i) $212,325 into a tax reserve account and (ii) $1,821,633 into a PILOT Holdback reserve account, which amount has since been released to the borrower.

Ongoing Reserves.    On a monthly basis, the borrower is required to deposit reserves of (i) 1/12 of the estimated annual real estate taxes, which currently equates to $26,541, into a tax reserve account and (ii) $4,033 into a replacement reserve account. The borrower is also required to deposit 1/12 of the estimated annual insurance premiums into an insurance account if an acceptable blanket insurance policy is no longer in place.
 
THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
 
 
55

 
 
14630 Autumn Ridge Lane
Watertown, NY 13601
Collateral Asset Summary – Loan No. 5
Preserve at Autumn Ridge
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$36,750,000
75.0%
1.30x
8.1%
 
PILOT Program.    The borrower is a party to a payment in lieu of taxes (“PILOT”) program with Jefferson County Industrial Development Agency (“IDA”) pursuant to which the borrower transferred its leasehold interest in the Preserve at Autumn Ridge Property to the IDA in exchange for a tax reduction and then IDA transferred the leasehold interest back to the borrower.  The IDA’s leasehold interest will automatically revert to the borrower upon the expiration or earlier termination of the PILOT program.  The Preserve at Autumn Ridge Property is entitled to a tax reduction of 50% of real estate taxes for the ten-year period that ends March 2025 and for the four year period between March 2026 and March 2030 any annual increases in the property value assessment are capped at 1% per year.

Current Mezzanine or Subordinate Indebtedness.    None.

Future Mezzanine or Subordinate Indebtedness Permitted.    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.
 
 
56

 
 
14630 Autumn Ridge Lane
Watertown, NY 13601
Collateral Asset Summary – Loan No. 5
Preserve at Autumn Ridge
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$36,750,000
75.0%
1.30x
8.1%
 
(MAP)
 
THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
 
 
57

 
 
9600 Golf Lakes Trail
Dallas, TX 75231
Collateral Asset Summary – Loan No. 6
Glen Lakes
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$36,250,000
74.0%
1.27x
8.1%
 
(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.
 
 
58

 
 
9600 Golf Lakes Trail
Dallas, TX 75231
Collateral Asset Summary – Loan No. 6
Glen Lakes
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$36,250,000
74.0%
1.27x
8.1%
 
Mortgage Loan Information
Loan Seller:
GACC
Loan Purpose:
Acquisition
Sponsor(1):
Carlos P. Vaz
Borrower:
Lakeside at Northpark, LLC
Original Balance:
$36,250,000
Cut-off Date Balance:
$36,250,000
% by Initial UPB:
4.4%
Interest Rate:
4.5600%
Payment Date:
6th of each month
First Payment Date:
January 6, 2015
Maturity Date:
December 6, 2024
Amortization:
Interest only for first 60 months; 360
months thereafter
Additional Debt:
None
Call Protection:
L(24), D(92), O(4)
Lockbox / Cash Management:
Soft / Springing
 
Reserves(2)
 
Initial
Monthly   
Taxes:
$0
$48,933   
Insurance:
$0
Springing   
Replacement:
$0
$6,077   
Required Repairs:
$27,563
NAP   
Capital Expenditure Holdback(3):
$1,400,080
NAP   
 
Financial Information
Cut-off Date Balance / Unit:
$85,495
 
Balloon Balance / Unit:
$78,321
 
Cut-off Date LTV(4):
74.0%
 
Balloon LTV:
67.8%
 
Underwritten NOI DSCR(5):
1.32x
 
Underwritten NCF DSCR(5):
1.27x
 
Underwritten NOI Debt Yield:
8.1%
 
Underwritten NCF Debt Yield:
7.8%
 
Underwritten NOI Debt Yield at Balloon:
8.8%
 
Underwritten NCF Debt Yield at Balloon:
8.5%
 
Property Information
Single Asset / Portfolio:
Single Asset
Property Type:
Garden Multifamily
Collateral:
Fee Simple
Location:
Dallas, TX
Year Built / Renovated:
1979 / 2007
Total Units:
424
Property Management:
Spectrum Realty Group, LLC
Underwritten NOI:
$2,928,973
Underwritten NCF:
$2,822,973
“As-is” Appraised Value(4):
$47,300,000
“As-is” Appraisal Date(4):
October 2, 2014
“As Renovated” Appraised Value(4):
$49,000,000
“As Renovated” Appraisal Date(4):
October 1, 2015
 
Historical NOI
Most Recent NOI:
$3,264,473 (T-12 August 31, 2014)
2013 NOI:
$3,061,551 (December 31, 2013)
2012 NOI:
$2,882,054 (December 31, 2012)
2011 NOI:
NAV
 
Historical Occupancy
Most Recent Occupancy:
96.0% (September 22, 2014)
2013 Occupancy:
95.1% (December 31, 2013)
2012 Occupancy:
95.7% (December 31, 2012)
2011 Occupancy:
NAV
(1)
The sponsor is also the sponsor under the mortgage loan identified on Annex A-1 to the Free Writing Prospectus as Casa Blanca & Casa Valencia, which has a Cut-off Date Balance of $8,569,000.
(2)
See “Initial Reserves” and “Ongoing Reserves” herein.
(3)
See “Capital Expenditure Holdback” herein.
(4)
The Cut-off Date LTV is based on the “As Renovated” Appraised Value, which takes into account upgrades being performed at the property. Based on the “As-is” Appraised Value of $47.3 million, the Cut-off Date LTV is 76.6%.
(5)
Based on amortizing debt service payments.  Based on the current interest only payments, the Underwritten NOI DSCR and Underwritten NCF DSCR are 1.75x and 1.68x, 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.
 
 
59

 
 
9600 Golf Lakes Trail
Dallas, TX 75231
Collateral Asset Summary – Loan No. 6
Glen Lakes
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$36,250,000
74.0%
1.27x
8.1%
 
Unit Mix Summary
 
Unit Type
# of Units
% of Total
Occupied
Units(1)
Occupancy(1)
Average Unit
Size
(Sq. Ft.)
Average
Monthly Rental
Rate
Average
Monthly Rental
Rate PSF
Average
  Monthly Market  
Rental Rate(2)
1 Bed / 1 Bath
64
 
15.1%
 
61
 
95.3%
 
 622
 
$808
 
$1.30
 
$905
 
1 Bed / 1 Bath
80
 
18.9%
 
77
 
96.3%
 
  712
 
$828
 
$1.16
 
$910
 
1 Bed / 1 Bath
64
 
15.1%
 
62
 
96.9%
 
  832
 
$857
 
$1.03
 
$940
 
1 Bed / 1 Bath
64
 
15.1%
 
64
 
100.0%
 
  903
 
$932
 
$1.03
 
$960
 
2 Bed / 2 Bath
48
 
11.3%
 
45
 
93.8%
 
1,012
 
$1,054
 
$1.04
 
$1,175
 
2 Bed / 2 Bath
104
 
24.5%
 
98
 
94.2%
 
1,109
 
$1,137
 
$1.03
 
$1,250
 
Total / Wtd. Avg.  
 424
 
100.0%
 
         407
 
96.0%
 
877
 
$946
 
$1.08
 
$1,035
 
(1)
Based on a rent roll dated September 22, 2014.
(2)
Average Monthly Market Rental Rate is based on the appraisal’s estimate of current market rents within the Glen Lakes Property’s competitive set. Based on the current in-place rent roll at the Glen Lakes Property, the Average Monthly Rental Rate represents an 8.7% discount to the Average Monthly Market Rental Rate.
 
The Loan.    The Glen Lakes loan (the “Glen Lakes Loan”) is a fixed rate loan secured by the borrower’s fee simple interest in a      424-unit  Class B+ garden multifamily property located at 9600 Golf Lakes Trail in Dallas, Texas (the “Glen Lakes Property”) with an original principal balance of $36.25 million. The Glen Lakes Loan has a 10-year term and is structured with an initial 60-month interest only period and amortizes on a 30-year schedule, thereafter. The Glen Lakes Loan accrues interest at a fixed rate equal to 4.5600% and has a cut-off date balance of $36.25 million. Loan proceeds, along with approximately $12.8 million of sponsor equity were used to purchase the Glen Lakes Property for $46.5 million, fund reserves of approximately $1.4 million and pay closing costs of approximately $1.1 million. Based on the “As Renovated” appraised value of $49.0 million as of October 1, 2015, the cut-off date LTV is 74.0%. The most recent financing of the Glen Lakes Property was included in the ACRE 2013-FL1 transaction.

Sources and Uses
Sources
Proceeds
% of Total
 
Uses
Proceeds
% of Total    
Loan Amount
$36,250,000
   73.9%
 
Purchase Price
$46,500,000
94.8%    
Sponsor Equity
$12,789,939
26.1%
 
Reserves
$1,427,643
2.9%    
       
Closing Costs
$1,112,297
2.3%    
Total Sources
$49,039,939
100.0%
 
Total Uses
$49,039,939
100.0%    

The Borrower / Sponsor.    The borrower, Lakeside at Northpark, LLC is a single purpose Delaware limited liability company structured to be bankruptcy-remote, with one independent director in its organizational structure. The sponsor of the borrower and the nonrecourse carve-out guarantor is Carlos P. Vaz.

Carlos P. Vaz, president and founder of the CONTI family of companies, is an experienced owner and manager in the Dallas, Texas area. CONTI focuses on the acquisition, renovation and repositioning of multifamily communities. Since 2008, the company has been involved in over $170.0 million worth of real estate transactions of approximately 5,000 units and has invested approximately $11.7 million in capital improvements into its portfolio. The CONTI portfolio currently consists of 2,757 units across 13 multifamily properties located in Texas, including ten properties in the Dallas area and three properties in the Houston area.

The Property.    The Glen Lakes Property is a 424-unit, Class B+ garden multifamily development comprised of 26 two- and three-story apartment buildings located on approximately 19 acres of land at 9600 Golf Lakes Trail in Dallas, Texas. The Glen Lakes Property was constructed in 1979 and renovated in 2007. Amenities at the Glen Lakes Property include a leasing office and clubhouse, which includes a business center, pool table and a common area kitchen. Additional amenities at the property also include three outdoor swimming pools and a hot tub, BBQ grilling areas, on-site laundry facility, a fitness room, carports and perimeter fencing with access security gates. The property has 643 parking spaces for a parking ratio of 1.5 spaces per unit. Unit amenities feature balconies and patios, fireplaces, walk-in closets and in-unit washers/dryers along with black and stainless steel appliances. The unit mix at the Glen Lakes Property consists of six floor plans ranging from 622 sq. ft. one bedroom/one bathroom units to 1,109 sq. ft. two bedroom/two bathroom units.

The borrower purchased the Glen Lakes Property from Camden Property Trust (“Camden”).  In 2007, Camden completed a renovation of the property estimated at $7.0 million ($16,509/unit). This renovation included complete replacement of all the HVAC units, siding replacement, exterior paint and unit renovations. The unit renovations included all new black and stainless steel appliance package, new countertops, crown molding, 2" blinds, faux-wood floors, new plumbing fixtures and in-unit washer/dryers. Since 2012, Camden has spent approximately $1.9 million in additional capital expenditures which included continued unit upgrades, paving, roofing, landscaping, clubhouse upgrades, pool upgrades and exterior carpentry work. Most recently in 2014, the building exteriors were repainted and new pool furniture was purchased.  Post-closing, the sponsor plans to invest an additional approximately $1.4 million ($3,302/unit) into capital improvements at the property. The capital improvements budget will be implemented over the first 12 months post-closing.
 
THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
 
 
60

 
 
9600 Golf Lakes Trail
Dallas, TX 75231
Collateral Asset Summary – Loan No. 6
Glen Lakes
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$36,250,000
74.0%
1.27x
8.1%
 
Environmental Matters.    The Phase I environmental report dated October 10, 2014 recommended no further action at the Glen Lakes Property.

The Market.   The Glen Lakes Property is located in Dallas, Texas, within the Dallas-Fort Worth-Arlington metropolitan statistical area (“MSA”). The MSA is one of the largest in the nation with approximately 6.89 million residents in 2014. The Dallas/Fort Worth area is served by six interstates and 18 other U.S. and state highways. Dallas Area Rapid Transit (DART) provides local passenger transportation service through an extensive bus network and light rail lines. Similarly, the Fort Worth Area Rapid Transit (the “T”) serves Fort Worth and surrounding suburbs. In addition, the MSA is serviced by Amtrak and Dallas/Fort Worth International Airport, which is the world’s third busiest airport. The MSA population is forecasted to increase by 1.59% by 2018, more than double the expected population growth in the United States. The 2013 median family income for the MSA was $56,592, which is slightly higher than the state of Texas, which had a 2013 median family income of $50,573. Household income is expected to grow 4.85% into 2018.

The property is located in the north central portion of Dallas, inside the I-635 Loop and approximately 6.5 miles northeast of the Dallas CBD. The neighborhood is nearly 100% built-out and features a mix of both residential and commercial development. The Dallas-Fort Worth-Arlington MSA has an unemployment rate of 5.5% as of July 2014, compared to 5.6% for the state of Texas and 6.5% for the United States. The largest sectors of employment as of August 2014 for the Dallas-Fort Worth-Arlington MSA include services (42.76%), trade, transportation and utilities (20.73%), and government (12.05%). Dallas is also home to the headquarters of 18 Fortune 500 companies. Notable employers in the area include American Airlines, Bank of America, Texas Health Resources, Dallas ISD, Baylor Health Care Systems and AT&T.

Among the Glen Lakes Property’s direct competitors, occupancy levels range from 93% to 99% with a weighted average of 96%. Asking rental rates range from $1.17 PSF to $1.37 PSF, with a weighted average of $1.31 PSF. The appraisal considers the following five properties to constitute the Glen Lakes Property’s competitive set:

Competitive Set(1)
  Name
Glen Lakes
Property
Tonti
Lakeside
Park in the
Village
Hill in the
Village
Lakes in the
Village
Cliffs in the
Village
  Distance from Subject  
NAP
0.3 miles
1.8 miles
1.1 miles
1.3 miles
1.5 miles
  Year Built
1979
1986
1982
1972
1986
1983
  Total Occupancy
96.0%(2)
99%
97%
93%
94%
98%
  No. of Units
424(2)
327
368
454
676
224
  Avg. Rent Per Unit
$946(2)
$1,048
$1,065
$1,240
$1,217
$1,012
(1)
Source: Appraisal.
(2)
Based on a rent roll dated September 22, 2014.

Cash Flow Analysis.

Cash Flow Analysis
 
 
2012
2013
T-12 8/31/2014
U/W
U/W per Unit
 
Gross Potential Rent
$4,130,961
        $4,434,338
$4,618,171
$4,829,964
$11,391
 
Total Recoveries
353,787
350,475
365,032
365,032
861
 
Total Other Income
463,400
443,344
450,835
450,835
1,063
 
Less: Concessions(1)
(23,905)
(12,781)
(11,703)
(12,075)
(28)
 
Less: Vacancy & Credit Loss(2)
             (212,549)
(264,747)
(273,363)
(419,915)
(990)
 
Effective Gross Income
$4,711,694
$4,950,629
$5,148,972
$5,213,841
$12,297
 
Total Operating Expenses
1,829,640
1,889,078
1,884,499
2,284,868
5,389
 
Net Operating Income
$2,882,054
$3,061,551
$3,264,473
$2,928,973
$6,908
 
Capital Expenditures
1,066,165
540,851
848,049
106,000
250
 
Net Cash Flow
$1,815,889
$2,520,700
$2,416,424
$2,822,973
$6,658
 
             
(1)
U/W Concessions represent 0.3% of Gross Potential Rent.
(2)
U/W Vacancy & Credit Loss includes $130,117 of credit loss (2.7% of Gross Potential Rent) and economic vacancy of $289,798 (6.0% of Gross Potential Rent).

Property Management.    The Glen Lakes Property is managed by Spectrum Realty Group, LLC, a full-service third party multifamily property management company.
 
THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
 
 
61

 
 
9600 Golf Lakes Trail
Dallas, TX 75231
Collateral Asset Summary – Loan No. 6
Glen Lakes
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$36,250,000
74.0%
1.27x
8.1%
 
Lockbox / Cash Management.    The Glen Lakes Loan is structured with a soft lockbox and springing cash management. All rents and other gross revenue are required to be deposited by the borrower or property manager into a clearing account within two business days of receipt. All funds in the clearing account are swept daily into the borrower’s operating account unless a Trigger Period (as defined herein) is continuing, in which event funds will be swept on a daily basis into the lockbox account and disbursed in accordance with the loan documents. During a Trigger Period, in place cash management will commence and all excess cash will be swept into a lender controlled account as additional collateral for the Glen Lakes Loan.

A “Trigger Period” will commence (i) upon the occurrence of an event of default or (ii) if, as of any quarterly testing date, the DSCR is less than 1.15x (a “Low DSCR Trigger Period”), and will end, (A) with respect to a Trigger Period continuing due to clause (i) above, upon the cure of such event of default and acceptance of such cure by lender, (B) with respect to a Trigger Period continuing due to clause (ii) above, if the DSCR is at least 1.20x for two consecutive calendar quarters.

Initial Reserves.    At closing, the borrower deposited (i) $1,400,080 into a capital expenditure holdback account (described below) and (ii) $27,563 into a required repairs reserve account.

Capital Expenditure Holdback.    The $1,400,080 deposited into the capital expenditure holdback account will be held as additional collateral for the Glen Lakes Loan and released to the borrower as needed not more than once per month in increments of at least $10,000, for the completion of the capital expenditures listed on the budget attached to the loan agreement.

Ongoing Reserves.    On a monthly basis, the borrower is required to deposit reserves of (i) 1/12 of the estimated annual real estate taxes, which currently equates to $48,933 into a tax reserve account and (ii) $6,077 into a replacement reserve account. In addition, the borrower is required to deposit 1/12 of the estimated annual insurance premiums into an insurance reserve account if an acceptable blanket policy is no longer in place.

Current Mezzanine or Subordinate Indebtedness.    None.

Future Mezzanine or Subordinate Indebtedness Permitted.    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

 
 
9600 Golf Lakes Trail
Dallas, TX 75231
Collateral Asset Summary – Loan No. 6
Glen Lakes
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$36,250,000
74.0%
1.27x
8.1%
 
(MAP)
 
THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES 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

 
 
 
801 University Drive East
College Station, TX 77840
Collateral Asset Summary – Loan No. 7
Hilton College Station
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$35,653,928
65.1%
1.70x
12.4%
 
(GRAPHICS)
 
THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES 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

 
 
801 University Drive East
College Station, TX 77840
Collateral Asset Summary – Loan No. 7
Hilton College Station
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$35,653,928
65.1%
1.70x
12.4%
 
Mortgage Loan Information
Loan Seller:
CCRE
Loan Purpose:
Acquisition
Sponsors:
John D. Forbess; Elayne K. Garber, M.D.
Borrower:
Cambridge I Holdings, LLC
Original Balance:
$35,700,000
Cut-off Date Balance:
$35,653,928
% by Initial UPB:
4.3%
Interest Rate:
4.6110%
Payment Date:
6th of each month
First Payment Date:
December 6, 2014
Maturity Date:
November 6, 2024
Amortization:
360 months
Additional Debt:
None
Call Protection:
L(25), D(91), O(4)
Lockbox / Cash Management(1):
Hard / Springing
 
Reserves(2)
 
Initial
Monthly  
Taxes:
$0
$48,019  
Insurance:
$78,007
$11,144  
FF&E:
$0
Springing  
PIP(1):
$2,800,000
Springing  
 
Financial Information
Cut-off Date Balance / Room:
$117,670
 
Balloon Balance / Room:
$95,621
 
Cut-off Date LTV:
65.1%
 
Balloon LTV:
52.9%
 
Underwritten NOI DSCR:
2.01x
 
Underwritten NCF DSCR:
1.70x
 
Underwritten NOI Debt Yield:
12.4%
 
Underwritten NCF Debt Yield:
10.5%
 
Underwritten NOI Debt Yield at Balloon:
15.3%
 
Underwritten NCF Debt Yield at Balloon:
12.9%
 
Property Information
Single Asset / Portfolio:
Single Asset
Property Type:
Full Service Hospitality
Collateral(3):
Fee Simple
Location:
College Station, TX
Year Built / Renovated:
1984 / 2011-2013
Total Rooms:
303
Property Management:
Hostmark Investors, LP
Underwritten NOI:
$4,428,565
Underwritten NCF:
$3,739,022
Appraised Value:
$54,750,000
Appraisal Date:
September 8, 2014
 
Historical NOI
Most Recent NOI:
$5,003,163 (T-12 August 31, 2014)
2013 NOI:
$4,293,406 (December 31, 2013)
2012 NOI:
$3,585,549 (December 31, 2012)
2011 NOI:
$3,329,681 (December 31, 2011)
 
Historical Occupancy
Most  Recent Occupancy:
79.4% (T-12 August 31, 2014)
2013 Occupancy:
77.0% (December 31, 2013)
2012 Occupancy:
74.3% (December 31, 2012)
2011 Occupancy:
72.1% (December 31, 2011)
(1)
Cash management and an excess cash flow sweep were put into place at closing of the Hilton College Station Loan. Absent a separate triggering event, in place cash management and the cash flow sweep will cease once an additional $1.5 million is collected in the PIP deposit reserve no later than November 6, 2015. The future PIP is in conjunction with the signing of a new 15-year franchise agreement with Hilton, which was executed on October 29, 2014. The PIP is required to be completed within three years per the franchise agreement.
(2)
See “Initial Reserves” and “Ongoing Reserves” herein.
(3)
A small portion of the Hilton College Station Property, containing 24 parking spaces, is leased from the State of Texas pursuant to a ground lease with an annual rent of $11,000 that expires May 31, 2024. The lease can be cancelled with six months prior notice by either party. An additional 421 parking spaces are located on an adjacent property pursuant to a perpetual reciprocal parking easement. The total number of parking spaces available for use at the Hilton College Station property is 808, which is above the zoning requirement of 438 spaces.

 
THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES 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

 
 
801 University Drive East
College Station, TX 77840
Collateral Asset Summary – Loan No. 7
Hilton College Station
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$35,653,928
65.1%
1.70x
12.4%

The Loan.    The Hilton College Station loan (the “Hilton College Station Loan”) is a fixed rate loan with an original principal balance of $35.7 million secured by the borrower’s fee simple interest in a 303-room, full service hotel located in College Station, Texas (the “Hilton College Station Property”). The Hilton College Station Loan has a 10-year term and amortizes on a 30-year schedule. The Hilton College Station Loan accrues interest at a fixed rate equal to 4.6110% and has a cut-off date balance of approximately $35.65 million. The Hilton College Station Loan proceeds along with approximately $13.6 of sponsor equity were used to acquire the Hilton College Station Property for $46.0 million, fund reserves and pay closing costs. Based on the appraised value of $54.75 million as of September 8, 2014, the cut-off date LTV of the Hilton College Station Loan is 65.1%. The most recent prior financing of the Hilton College Station Property was included in the GSMS 2010-C2 mortgage trust.

Sources and Uses
Sources
Proceeds
% of Total
 
Uses
Proceeds
% of Total  
Loan Amount
$35,700,000
72.4%
 
Purchase Price
$46,000,000
93.3%  
Sponsor Equity
$13,601,775
27.6%
 
Reserves
$2,878,007
5.8%  
       
Closing Costs
$423,768
0.9%  
Total Sources
$49,301,775
100.0%
 
Total Uses
$49,301,775
100.0%  

The Borrower / Sponsor.    The borrower, Cambridge I Holdings, LLC, is a single purpose Delaware limited liability company structured to be bankruptcy-remote with two independent directors in its organizational structure. The sponsors of the borrower and nonrecourse carve-out guarantors are John D. Forbess and Elayne K. Garber, M.D on a joint and several basis (together, the “Guarantors”).

John D. Forbess is a practicing commercial real estate attorney and developer and Elayne K. Garber, M.D. is a practicing rheumatologist. Together they currently own and manage a medical office building located in Columbus, Ohio. In addition, Mr. Forbess has been counsel to numerous real estate development companies. Additionally, the Guarantors are principals in Cambridge I Associates, LLC. Passive members of the borrower and other principals of Cambridge I Associates, LLC include the principals of the Shochet Companies and the I.C.C. group of companies which are both commercial real estate developers and managers.

The Property.     The Hilton College Station Property is an 11-story, 303-room, full service hotel with access to approximately 808 parking spaces located in College Station, Texas, less than one mile from the Texas A&M campus. Originally developed in 1984, the Hilton College Station Property underwent a $4.5 million PIP in 2011 ($14,851 per room) which included approximately $2.7 million of upgrades to the guestrooms, as well as upgrades to the lobby, meeting rooms and building exterior. From 2011-2013, an additional $1.1 million of capital expenditures ($3,529 per room) was spent on banquet, kitchen and restaurant equipment, AC unit upgrades and exterior painting. The room mix at the Hilton College Station Property consists of 58 king-bedded rooms, 172 double double-bedded rooms, 59 suites, 12 ADA rooms and two single double-bed rooms. Guestroom amenities include 32’’ flat screen televisions, cable, free Wi-Fi, and a lounge chair and ottoman.

The Hilton College Station Property features a three-meal restaurant and bar that offers in-room dining, a hotel bar and coffee shop. Additionally, the Hilton College Station Property has 24,614 sq. ft. of meeting space, a heated outdoor pool and hot tub, complimentary cabanas, a fitness center, a business center, laundry services and a free local shuttle service that travels to and from campus every half hour and within a 10-mile radius upon request.

Hilton Hotels & Resorts is an upscale hotel brand that was founded in 1919 with over 540 properties in 78 countries and 197,311 rooms worldwide. Hilton Hotels & Resorts is part of the larger Hilton Honors group with over 4,100 flagged-hotels including Waldorf Astoria, Conrad, Double Tree, Embassy Suites, Hampton Inn, Homewood Suites and Hilton Grand Vacations. On October 29, 2014 the Hilton College Station Property entered into a new 15-year franchise agreement with Hilton Franchise LLC. In connection with the new franchise agreement, an approximately $4.3 million PIP ($14,200 per room) is required, which will include the replacement of all exterior signage, upgrading the meeting rooms, the installation of new mattresses in all guest rooms and upgrading all televisions in all guest rooms. The PIP is estimated to be completed by 4Q, 2017 (of which $2.8 million was reserved for at closing and an excess cash flow sweep was put into place at the closing of the Hilton College Station Loan until the additional $1.5 million has been collected, no later than November 6, 2015).

Environmental Matters.    The Phase I environmental report dated July 15, 2014 recommended no further action at the Hilton College Station Property other than an asbestos operation and maintenance plan, which is already in place.

The Market.    The Hilton College Station Property is located in College Station, Texas, in Brazos County, which is in East Central Texas. College Station is the location of Texas A&M University (“Texas A&M”). The Hilton College Station Property is located in the Bryan-College Station market along University Drive, which runs through the Texas A&M campus, College Station, Texas was ranked number three on Kiplinger magazine’s list of great places to live in 2013 and has been recognized as one of the nation’s best places for business, jobs, families and retirees by Kiplinger Magazine. College Station is located approximately 95.0 miles northwest of Houston and 105.0 miles northeast of Austin.
 
THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES 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

 
 
801 University Drive East
College Station, TX 77840
Collateral Asset Summary – Loan No. 7
Hilton College Station
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$35,653,928
65.1%
1.70x
12.4%
 
The main demand driver for the Hilton College Station Property is Texas A&M. Texas A&M opened in 1876 and is the sixth largest university in the country with an enrollment of approximately 53,000 students. Since 2012, the enrollment at Texas A&M has increased by 11.1%. Texas A&M has 16 colleges and schools with an endowment of more than $5.0 billion, which is the fourth largest endowment among public universities nationally. Texas A&M is also part of the NCAA Division I southeastern conference for college sports, which makes sporting events a major local attraction. Kyle Field, which is the football stadium at Texas A&M, is currently undergoing a renovation plan that will increase the seating capacity from 82,600 to 102,512. The renovation is expected to be completed prior to the 2015 football season.

The market mix for the Hilton College Station Property consists of 55.0% meeting and group, 25.0% commercial and 20.0% leisure. The meeting and group demand is primarily related to Texas A&M University, through both academic and athletic demand. Commercial demand is created from corporate clients such as Exxon Mobil, Halliburton, Deloitte and Wells Fargo.

The Hilton College Station Property competes directly with five hotels totaling 592 rooms located in College Station, Texas including La Quinta Inn & Suites College Station, Hampton Inn College Station, Hawthorn Suites by Wyndham College Station, Holiday Inn Express & Suites College Station and Courtyard College Station. The Hilton College Station Property is the only full-service hotel property with significant meeting space currently operating in the Bryan-College Station submarket. As of August 2014, the Hilton College Station Property exhibited Occupancy, ADR and RevPAR of 78.6%, $143.68 and $112.87, respectively, resulting in competitive set penetration rates of 103.7%, 131.8% and 136.6%, respectively.

Historical Occupancy, ADR, RevPAR – Competitive Set(1)
 
Hilton College Station Property(2)
Competitive Set
Penetration Factor
Year
Occupancy
ADR
RevPAR
Occupancy
ADR
RevPAR
Occupancy
ADR
RevPAR
T-12 August 31, 2014
78.6%
$143.68
$112.87
75.8%
$109.04
$82.61
103.7%
131.8%
136.6%
December 31, 2013
76.3%
$139.11
$106.09
70.4%
$104.21
$73.42
108.3%
133.5%
144.5%
December 31, 2012
73.7%
$128.62
$94.75
61.5%
$100.60
$61.87
119.8%
127.9%
153.1%
December 31, 2011
70.6%
$125.44
$88.52
62.8%
$96.53
$60.62
112.4%
130.0%
146.0%
(1)
Source: Hospitality research report.
(2)
The minor variances between the underwriting and the above table with respect to Occupancy, ADR and RevPAR at the Hilton College Station Property are attributable to variances in reporting methodologies and/or timing differences.
 
THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES 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

 
 
801 University Drive East
College Station, TX 77840
Collateral Asset Summary – Loan No. 7
Hilton College Station
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$35,653,928
65.1%
1.70x
12.4%

Cash Flow Analysis.

Cash Flow Analysis
 
2011
2012
2013
T-12 8/31/2014    
U/W
U/W
per Room(1)
Occupancy
72.1%
74.3%
77.0%
79.4%
77.3%
 
ADR
$122.71
$127.57
$137.71
$142.19
$142.19
 
RevPAR
$88.52
$94.75
$106.08
$112.87
$109.84
 
             
Room Revenue
$9,790,358
$10,507,316
$11,731,866
$12,483,003
$12,147,951
$40,092
F&B Revenue
3,849,493
4,040,904
4,487,486
4,934,397
4,934,397
16,285
Other Revenue
168,238
159,602
160,656
156,217
156,217
516
Total Revenue
$13,808,089
$14,707,822
$16,380,008
$17,573,617
$17,238,565
$56,893
Operating Expenses
4,886,824
5,206,538
5,518,267
6,141,178
6,077,078
20,056
Undistributed Expenses
5,002,391
5,291,179
5,920,763
5,797,691
6,024,502
19,883
Gross Operating Profit
$3,918,874
$4,210,105
$4,940,978
$5,634,748
$5,136,986
$16,954
Total Fixed Charges
589,193
624,556
647,572
631,585
708,421
2,338
Net Operating Income
$3,329,681
$3,585,549
$4,293,406
$5,003,163
$4,428,565
$14,616
FF&E
0
0
0
0
689,543
2,276
Net Cash Flow
$3,329,681
$3,585,549
$4,293,406
$5,003,163
$3,739,022
$12,340
(1)
U/W per Room is based on a total of 303 rooms.
 
Property Management.    The Hilton College Station Property is managed by Hostmark Investors, LP. Founded in 1965, Hostmark Hospitality Group has managed over 350 hotels in 35 states and five foreign countries.

Lockbox / Cash Management.    The Hilton College Station Loan is structured with a hard lockbox and springing cash management. In place cash management and an excess cash flow sweep will be triggered upon (i) any event of default or (ii) a bankruptcy action of borrower, principal, guarantor or manager.

Notwithstanding the foregoing, cash management and an excess cash flow sweep were implemented at closing of the Hilton College Station Loan in connection with the PIP requirements under a new 15-year franchise agreement with Hilton that was executed on October 29, 2014. Absent a separate triggering event, in place cash management and the cash flow sweep will cease once an additional $1.5 million is deposited into the PIP reserve account by November 6, 2015.
 
Initial Reserves.    At closing, the borrower deposited (i) $78,007 into an insurance reserve account and (ii) $2,800,000 into a PIP reserve account. Additionally, on or before November 6, 2015 the borrower is required to deposit the difference between the amount that is collected by the cash flow sweep and $1.5 million into the PIP reserve account (resulting in a total balance of $4.3 million in the PIP reserve account) for the completion of the balance of the on-going PIP.

Ongoing Reserves.    On a monthly basis, the borrower is required to make deposits of (i) 1/12 of the required annual taxes, which currently equates to $48,019, (ii) 1/12 of the required insurance premiums, which currently equates to $11,144 and (iii) 1/12 of 4.0% of gross income from operations into a FF&E reserve account beginning on the earlier of (a) the 33rd payment date or (b) the completion of the PIP that was put into place at the signing of the new franchise agreement. Additionally, if at any time under the current franchise agreement or any future franchise agreement, there is a future PIP, the borrower is required to deposit 125.0% of the estimated cost into a PIP reserve account.

Current Mezzanine or Subordinate Indebtedness.    None.

Future Mezzanine or Subordinate Indebtedness Permitted.    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.
 
 
68

 
 
801 University Drive East
College Station, TX 77840
Collateral Asset Summary – Loan No. 7
Hilton College Station
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$35,653,928
65.1%
1.70x
12.4%
 
(map)
 
THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES 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

 
 
55 East Ontario Street
Chicago, IL 60611
Collateral Asset Summary – Loan No. 8
The James Hotel Chicago
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$35,000,000
47.9%
2.22x
12.8%

GRAPHICS
 
THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES 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

 

55 East Ontario Street
Chicago, IL 60611
Collateral Asset Summary – Loan No. 8
The James Hotel Chicago
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$35,000,000
47.9%
2.22x
12.8%
 
Mortgage Loan Information
Loan Seller:
GACC
Loan Purpose:
Refinance
Sponsor:
Denihan Ownership Company, LLC
Borrower:
55 E. Ontario Street, LLC
Original Balance:
$35,000,000
Cut-off Date Balance:
$35,000,000
% by Initial UPB:
4.2%
Interest Rate:
4.10486%
Payment Date:
6th of each month
First Payment Date:
September 6, 2014
Maturity Date:
August 6, 2019
Amortization:
Interest Only
Additional Debt(1):
$11,500,000 Mezzanine Loan
Call Protection:
L(28), D(28), O(4)
Lockbox / Cash Management:
Hard / In Place

Reserves(2)
 
 
Initial
Monthly
 
Taxes:
$111,159
$111,159
 
Insurance:
$0
Springing
 
FF&E:
$0
4% of prior month’s
gross revenues
 
Required Repairs:
$22,819
NAP
 
Seasonal Working Capital:
$1,350,000
Springing
 

Financial Information
 
Mortgage Loan
Total Debt
 
Cut-off Date Balance / Room:
$117,845
$156,566
 
Balloon Balance / Room:
$117,845
$156,566
 
Cut-off Date LTV:
47.9%
63.7%
 
Balloon LTV:
47.9%
63.7%
 
Underwritten NOI DSCR(3):
3.07x
1.85x
 
Underwritten NCF DSCR(3):
2.22x
1.34x
 
Underwritten NOI Debt Yield:
12.8%
9.6%
 
Underwritten NCF Debt Yield:
9.3%
7.0%
 
Underwritten NOI Debt Yield at Balloon:
12.8%
9.6%
 
Underwritten NCF Debt Yield at Balloon:
9.3%
7.0%
 
Property Information
Single Asset / Portfolio:
 Single Asset
Property Type:
 Full Service Hospitality
Collateral:
 Fee Simple
Location:
 Chicago, IL
Year Built / Renovated:
 1930 / 2006
Total Rooms:
 297
Property Management:
 James Hotel Management Company, LLC
Underwritten NOI:
 $4,468,647
Underwritten NCF:
 $3,239,268
Appraised Value:
 $73,000,000
Appraisal Date:
 June 13, 2014
 
Historical NOI
Most Recent NOI:
$4,633,399 (T-12 September 30, 2014)
2013 NOI:
$4,580,943 (December 31, 2013)
2012 NOI:
$4,516,142 (December 31, 2012)
2011 NOI:
$4,334,989 (December 31, 2011)
 
Historical Occupancy
Most Recent Occupancy:
78.2% (September 30, 2014)
2013 Occupancy:
80.3% (December 31, 2013)
2012 Occupancy:
80.5% (December 31, 2012)
2011 Occupancy:
77.1% (December 31, 2011)
(1)
See “Current Mezzanine or Subordinate Indebtedness” herein.
(2)
See “Initial Reserves” and “Ongoing Reserves” herein.
(3)
Underwritten NOI DSCR and Underwritten NCF DSCR are based on interest only debt service payments. Based on a 30-year amortization schedule, the Underwritten NOI DSCR and Underwritten NCF DSCR are 2.20x and 1.60x, respectively and 1.46x and 1.06x, respectively, for the total debt.

 
THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
 
 
71

 

55 East Ontario Street
Chicago, IL 60611
Collateral Asset Summary – Loan No. 8
The James Hotel Chicago
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$35,000,000
47.9%
2.22x
12.8%

Historical Occupancy, ADR, RevPAR(1)
 
The James Hotel Chicago Property(2)
Competitive Set
Penetration Factor
Year
Occupancy
ADR
RevPAR
Occupancy
ADR
RevPAR
Occupancy
ADR
RevPAR
2011
76.7%
$190.63
$146.23
72.0%
$184.24
$132.61
106.6%
103.5%
110.3%
2012
80.1%
$193.16
$154.73
74.9%
$193.19
$144.66
107.0%
100.0%
107.0%
2013
80.0%
$205.19
$164.11
76.6%
$193.35
$148.06
104.4%
106.1%
110.8%
T-12 Sept. 2014
77.9%
$204.95
$159.58
72.3%
$195.97
$141.69
107.7%
104.6%
112.6%
(1)
Source: Hospitality research report.
(2)
The minor variances between the underwriting and the above table with respect to Occupancy, ADR and RevPAR at The James Hotel Chicago Property are attributable to variances in reporting methodologies and/or timing differences.

The Loan.    The James Hotel Chicago loan (“The James Hotel Chicago Loan”) is a fixed rate loan secured by the borrower’s fee simple interest in a 297-room full service hotel located at 55 East Ontario Street in Chicago, Illinois (“The James Hotel Chicago Property”) and has an original principal balance of $35.0 million. The James Hotel Chicago Loan has a five-year term and accrues interest at a fixed rate equal to 4.10486% and has a cut-off date balance of $35.0 million. The James Hotel Chicago Loan proceeds were used to pay off previous debt of approximately $78.5 million, fund upfront reserves of approximately $1.5 million and pay closing costs of approximately $2.7 million. Based on the appraised value of $73.0 million as of June 13, 2014, the cut-off date LTV ratio is 47.9% and the remaining implied equity is $26.5 million. The most recent prior financing of The James Hotel Chicago Property was included in the WBCMT 2007-WHL8 transaction.

Sources and Uses
Sources
Proceeds
% of Total
 
Uses
Proceeds
% of Total    
Loan Amount
$35,000,000
42.3%
 
Existing A-Participation Payoff(1)
$43,501,397
52.6%   
Mezzanine Debt
$11,500,000
  13.9%
 
Existing B-Participation Payoff(1)
$35,000,000
42.3%   
Preferred Equity(1)
$35,000,000
42.3%
 
Reserves
$1,483,978
1.8%   
Sponsor Equity
$1,208,017
1.5%
 
Closing Costs
$2,722,642
3.3%   
Total Sources
$82,708,017
100.0%
 
Total Uses
$82,708,017
100.0%   
(1)
The prior loan was originated in June, 2007 with an original principal balance of $125,000,000 and was participated into a $55,000,000 A senior participation interest and a $70,000,000 B junior participation interest. The A participation interest was securitized in WBCMT 2007-WHL8.  In December, 2007 the B participation interest was sub-participated into a $35,000,000 senior B-1 sub-participation interest, held by Arbor Realty Participation, LLC (“Arbor”), and a $35,000,000 junior B-2 sub-participation interest, held by P7 Owner LLC (“P7”).  The prior loan became a defaulted mortgage loan following a maturity date default in June 2012, and in connection with the work-out of that loan, the principal balance of the prior loan was reduced to $90,000,000 and paid down by approximately $8.0 million (which was applied to the A participation interest), and the B participation interest was reduced to $35,000,000. At the closing of The James Hotel Chicago Loan, the outstanding principal balance of the A participation interest was repaid in full and the B participation interest was repaid by $250,000 and the remainder converted to a preferred equity ownership interest in the borrower (see “Current Preferred Equity Holder” herein). P7 has instituted litigation against Arbor (and certain of its affiliates) alleging, among other things, breach of contract in connection with the administration by Arbor of the B participation interest. For additional information regarding the prior loan, see “Risk Factors—Risks Related to the Mortgage Loans—Prior Bankruptcies, Defaults or Other Proceedings May Be Relevant to Future Performance” in the Free Writing Prospectus.
 
The Borrower / Sponsor.    The borrower, 55 E. Ontario Street, LLC is a single purpose Delaware limited liability company structured to be bankruptcy-remote, with two independent directors in its organizational structure. The sponsor of the borrower and the nonrecourse carve-out guarantor is Denihan Ownership Company, LLC.

The sponsor is controlled by BDB Associates, LLC and BJD Associates, LLC, which also control Denihan Hospitality and Denihan Investments (collectively, “Denihan Hospitality Group”). Denihan Hospitality Group is a nationally recognized independent owner and operator of boutique hotels in top United States urban markets. The sponsor’s portfolio includes properties under The James and Affinia Hotel brands, as well as luxury independents The Surrey and The Benjamin, and affiliates which include The Franklin, The Mansfield and Shoreham in New York City. Denihan Hospitality Group manages nearly 3,500 guestrooms in New York City, Chicago, Miami and Washington D.C. Following the success of The James Hotel Chicago, Denihan Hospitality Group expanded the brand with The James New York in SoHo (2010) and The James Royal Palm in South Beach (2012) and recently announced the 290-room The James West Hollywood scheduled to open in 2016.

The Property.    The James Hotel Chicago Property is a 297-room, luxury full service boutique hotel. The property was originally built in 1930 and was converted to hotel use in 1985 and to The James Hotel Chicago in 2006. The property features a total of 297 guestrooms and suites. All guestrooms feature plasma screen TV’s, digital television and movie systems, a stereo with iPod/MP3 dock, commissioned artwork, complimentary wireless Internet, cordless dual-line phones, custom James robes and slippers, dimmable lighting and individual climate control. The lofts, one-bedrooms and penthouses also feature in-room cocktail and snack bars.
 
The hotel offers six room types averaging 440 sq. ft. The king bedded guestrooms are furnished with a king platform bed, a chair with an ottoman, a bench and a table. The double bedded guestrooms are furnished with two double beds, a nightstand, a bench and a table with banquet seating. The lofts feature a living area and a media room. The one-bedroom apartments have separate living and sleeping areas. The penthouses contain two bedrooms, formal living and dining rooms and over-sized bathrooms with rain showers and soaking tubs.
 
THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
 
 
72

 

55 East Ontario Street
Chicago, IL 60611
Collateral Asset Summary – Loan No. 8
The James Hotel Chicago
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$35,000,000
47.9%
2.22x
12.8%
 
Amenities at The James Hotel Chicago Property include a business center, fully equipped fitness facility and spa, gift shop, concierge service, club facility, food and beverage facilities and approximately 7,000 sq. ft. of meeting space and banquet facilities. The property also features David Burke’s Primehouse, a popular steakhouse under the leadership of renowned chef and restaurateur David Burke. The restaurant is routinely recognized by notable food and beverage publications for its high quality cuisine and popularity, including being named the #1 steakhouse in Chicago in 2013 by Chicago Magazine. The property also features Jimmy Bar, a cocktail lounge that is currently being expanded to include a patio area.

The sponsor acquired the James Hotel Chicago Property in 2008 from James Hotel Group, which had spent approximately $60.0 million ($202,020 per room) to convert the asset to The James Hotel Chicago in March 2006. Between 2008 and 2013, the sponsor invested $5.2 million ($17,507 per room) in The James Hotel Chicago Property, most recently with the $1.5 million reconstruction of the old J-Bar into three smaller spaces which now include a private dining room for David Burke’s Primehouse, the former Burke’s Bacon Bar and Jimmy Bar. Burke’s Bacon Bar closed in May 2014 and its space will be used as a new patio for Jimmy Bar. Over the next five years, the sponsor plans to invest an additional $3.8 million in the property (approximately $13,000 per room).

Environmental Matters.    The Phase I environmental report dated June 19, 2014 recommended no further action at The James Hotel Chicago Property.

The Market.   The James Hotel Chicago Property is located in the city of Chicago, Illinois, just north of the Chicago CBD and one block west of North Michigan Avenue, on the corner of Ontario and Rush Street. Located within the Magnificent Mile, The James Hotel Chicago Property is within walking distance of the best of Chicago’s dining, shopping and nightlife destinations as well as cultural attractions including the Museum of Contemporary Art, the John Hancock Center, Millennium Park, the historic Water Tower and Navy Pier.

The demand segmentation for The James Hotel Chicago Property consists of 50% commercial demand, 30% meeting and group demand and 20% leisure demand.

The property’s immediate marketplace serves six competitive properties, including W Hotel Chicago Lakeshore, PUBLIC Chicago, Kimpton Hotel Monaco Chicago, Autograph Collection Hotel Chicago Downtown, Preferred Hard Rock Hotel Chicago and Dana Hotel. The six primary competitors range in size from 191 to 520 rooms and the competitive set collectively contains an aggregate of 1,947 rooms. The six primary competitors for the subject hotel are summarized in the table below:

Primary Competitive Set(1)
Property
Rooms
Year Opened
Meeting
Space (SF)
 
2013 Occupancy(2)
2013 ADR(2)
2013 RevPAR(2)
The James Hotel Chicago Property
297
1985(3)
6,950
 
78%
$203
$159
W Hotel Chicago Lakeshore
520
1966
13,700
 
73%
$206
$150
PUBLIC Chicago
285
1926
8,600
 
76%
$197
$150
Kimpton Hotel Monaco Chicago
191
1958
4,147
 
78%
$208
$162
Autograph Collection Hotel Chicago Downtown
354
1998
11,234
 
76%
$180
$137
Preferred Hard Rock Hotel Chicago
381
2004
12,709
 
78%
$177
$138
Dana Hotel
216
2008
4,960
 
83%
$197
$164
Total / Wtd. Avg.
2,244
     
77%
$195
$149
(1)
Source: Appraisal.
(2)
2013 Occupancy, 2013 ADR and 2013 RevPAR represent estimates from the appraisal. The minor variances among the underwriting, the hospitality research report and the above table with respect to 2013 Occupancy, 2013 ADR and 2013 RevPAR at The James Hotel Chicago Property are attributable to variances in reporting and methodologies and/or timing differences.
(3)
The James Hotel Chicago Property was built in 1930 and first opened as a hotel in 1985.

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
 
 
73

 

55 East Ontario Street
Chicago, IL 60611
Collateral Asset Summary – Loan No. 8
The James Hotel Chicago
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$35,000,000
47.9%
2.22x
12.8%

Cash Flow Analysis.

Cash Flow Analysis
   
2011
2012
2013
T-12 9/30/2014
U/W
U/W per Room(1)
 Occupancy
 
77.1%
80.5%
80.3%
78.2%
78.2%
 
 ADR
 
$190.10
$192.28
$204.63
$204.20
$204.20
 
 RevPAR
 
$146.48
$154.78
$164.23
$159.76
$159.76
 
               
 Room Revenue
 
$15,878,986
$16,824,865
$17,803,415
$17,318,320
$17,318,320
$58,311      
 F&B Revenue
 
11,564,821
11,449,073
11,393,593
12,894,998
12,894,998
43,418      
 Other Revenue
 
546,839
451,395
479,810
521,133
521,133
1,755      
 Total Revenue
 
$27,990,646
$28,725,333
$29,676,819
$30,734,452
$30,734,452
$103,483      
 Operating Expenses
 
14,992,137
15,219,224
15,600,307
16,462,317
16,462,317
55,429      
 Undistributed Expenses
 
6,376,606
6,520,093
6,691,825
6,978,860
6,978,860
23,498      
 Gross Operating Profit
 
$6,621,902
$6,986,016
$7,384,687
$7,293,275
$7,293,275
$24,556      
 Management Fee
 
429,906
818,132
1,141,163
1,213,654
1,213,565
4,086    
 Total Fixed Charges
 
1,857,007
1,651,743
1,662,582
1,446,223
1,611,063
5,424      
 Net Operating Income
 
$4,334,989
$4,516,142
$4,580,943
$4,633,399
$4,468,647
$15,046      
 FF&E(2)
 
1,119,626
1,149,013
1,187,073
1,229,378
1,229,378
4,139      
 Net Cash Flow
 
$3,215,363
$3,367,128
$3,393,870
$3,404,021
$3,239,268
$10,907      
(1)
U/W per Room is based off a 297 hotel guestroom inventory.
(2)
U/W FF&E represents approximately 4.0% of U/W Total Revenue.
 
Property Management.    The James Hotel Chicago Property is managed by James Hotel Management Company, LLC, a borrower affiliate.

Lockbox / Cash Management.    The James Hotel Chicago Loan is structured with a hard lockbox and in place cash management. All credit card receipts are required to be deposited by credit card processing companies directly into a clearing account, and all non-credit card receipts are required to be deposited in the clearing account within two business days of receipt by borrower or property manager. Amounts on deposit in the clearing accounts will be transferred daily to an account controlled by the lender. Provided no Trigger Period (as defined herein) exists, all excess cash flow (after payment of monthly debt service, monthly reserves, other amounts due and payable under the James Hotel Chicago Loan and monthly mezzanine loan debt service) will be transferred either (i) if the preferred equity interest is still outstanding, to the PE Member or (ii) if the preferred equity interest is no longer outstanding, to the borrower. During a Trigger Period that exists as a result of an event of default under the mezzanine loan, all excess cash flow will be disbursed to the mezzanine loan lender before any remainder is disbursed to the mezzanine loan borrower.  During a Trigger Period not caused by an event of default under the mezzanine loan, any excess funds will be held by the lender as additional collateral for The James Hotel Chicago Loan.

A “Trigger Period” will commence upon (i) the occurrence of an event of default, (ii) (a) the debt yield is below 6.00% from the closing date to and including September 30, 2017 or (b) the debt yield is below 6.25% after September 30, 2017 (a “Low Debt Yield Trigger”) or (iii) the occurrence of an event of default under the mezzanine loan and will end if (A) with respect to clause (i), the event of default has been cured, (B) with respect to clause (ii)(a) and (ii)(b) the debt yield is at least 6.25% or 6.50%, respectively, for two consecutive quarters in the relevant period, or (C) with respect to clause (iii), receipt of a written notice from the mezzanine lender that the current mezzanine loan event of default has either been cured or waived.

Initial Reserves.    At closing, the borrower deposited (i) $111,159 into a tax reserve account, (ii) $22,819 into a required repairs reserve account and (iii) $1,350,000 into a seasonal working capital reserve account.
 
Ongoing Reserves.    On a monthly basis, the borrower is required to deposit reserves of (i) 1/12 of the estimated annual real estate taxes, which currently equates to $111,159, into a tax reserve account and (ii) 4.0% of the prior month’s gross revenues into an FF&E reserve account. The borrower will be required to deposit 1/12 of the annual insurance premiums into the insurance reserve if an acceptable blanket insurance policy is no longer in place. Additionally, on each monthly payment date through December 31, 2014, the borrower will be required to deposit into a seasonal working capital reserve an amount equal to all excess cash flow, subject to a cap of $1,350,000; commencing on January 1, 2015, the cap drops to $1,250,000.

Current Mezzanine or Subordinate Indebtedness.    An $11,500,000 mezzanine loan was funded concurrently with the closing of The James Hotel Chicago Loan. The mezzanine loan is coterminous with The James Hotel Chicago Loan, accrues interest at a rate of 8.2500% and is interest only. An intercreditor agreement is in place with respect to The James Hotel Chicago Loan and the related mezzanine loan. The mezzanine loan is currently held by Washington Holdings Structure Finance, LLC.
 
THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
 
 
74

 

55 East Ontario Street
Chicago, IL 60611
Collateral Asset Summary – Loan No. 8
The James Hotel Chicago
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$35,000,000
47.9%
2.22x
12.8%
 
Future Mezzanine or Subordinate Indebtedness Permitted.    None.

Current Preferred Equity Holder.    ARSR James Chicago, LLC (“PE Member”), an affiliate of Arbor Realty Trust, Inc., holds a $34,750,000 preferred equity membership interest in an upper-tier affiliate of the borrower (“Holdco”). PE Member is entitled to a preferred return on its investment payable from cash flow from the James Hotel Chicago Property. The preferred equity investment is required to be redeemed in full on or prior to August 6, 2019 (the “PE Redemption Date”). As partial security for the payment of the preferred return, the common equity member has deposited a reserve in the initial amount of $500,000 to provide additional funds to pay the preferred return. Upon the occurrence of certain events set forth in Holdco’s organizational documents (including the failure to pay the monthly preferred return and the failure to redeem the preferred equity investment by the PE Redemption Date), PE Member is entitled to take over control of Holdco and indirect control over the borrower.

In connection with the origination of The James Hotel Chicago Loan, the lender and PE Member entered into a recognition agreement.  Among other things, the recognition agreement contains acknowledgements from PE Member that upon an event of default under the James Hotel Chicago Loan or upon the occurrence of a Trigger Period under the James Hotel Chicago Loan, no cash from The James Hotel Chicago Property will be distributed to PE Member. The recognition agreement requires the lender to give PE Member copies of any default notices given to the borrower and grants PE Member the opportunity to cure such defaults by the borrower. The recognition agreement also provides the mechanics under which PE Member is permitted to exercise its remedy to take over control of Holdco (and the related remedial actions available to PE Member under the Holdco operating agreement), including, among other things, requiring that a guarantor that satisfies financial requirements and that is reasonably satisfactory to the mortgage lender delivers replacement guarantees and indemnities.
 
THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
 
 
75

 

55 East Ontario Street
Chicago, IL 60611
Collateral Asset Summary – Loan No. 8
The James Hotel Chicago
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$35,000,000
47.9%
2.22x
12.8%
 
MAP
 
THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
 
 
76

 
 
(THIS PAGE INTENTIONALLY LEFT BLANK)
 
 
77

 
 
 
1100 South Broad Street
Philadelphia, PA 19146
Collateral Asset Summary – Loan No. 9
Marine Club Apartments
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$24,650,000
70.5%
1.26x
8.1%
 
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.
 
 
78

 
 
1100 South Broad Street
Philadelphia, PA 19146
Collateral Asset Summary – Loan No. 9
Marine Club Apartments
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$24,650,000
70.5%
1.26x
8.1%
 
Mortgage Loan Information
Loan Seller:
CCRE
Loan Purpose(1):
Refinance / Acquisition
Sponsor:
Eric Blumenfeld
Borrower:
Marine Club Associates, LLC
Original Balance:
$24,650,000
Cut-off Date Balance:
$24,650,000
% by Initial UPB:
3.0%
Interest Rate:
4.8500%
Payment Date:
6th of each month
First Payment Date:
January 6, 2015
Maturity Date:
December 6, 2024
Amortization:
Interest only for first 36 months; 360 months thereafter
Additional Debt(2):
None
Call Protection:
L(24), D(92), O(4)
Lockbox / Cash Management:
Soft / Springing
 
Reserves(3)
 
Initial
Monthly   
Taxes:
$399,622
$36,329   
Insurance:
$51,693
$7,385   
Replacement:
$0
$8,111   
Required Repairs:
                            $432,375
NAP   
Other(4):
$1,030,000
$0   
 
Financial Information
Cut-off Date Balance / Unit:
$120,244
 
Balloon Balance / Unit:
$106,095
 
Cut-off Date LTV:
70.5%
 
Balloon LTV:
62.2%
 
Underwritten NOI DSCR(5):
1.28x
 
Underwritten NCF DSCR(5):
1.26x
 
Underwritten NOI Debt Yield:
8.1%
 
Underwritten NCF Debt Yield:
7.9%
 
Underwritten NOI Debt Yield at Balloon:
9.2%
 
Underwritten NCF Debt Yield at Balloon:
9.0%
 
 
Property Information
Single Asset / Portfolio:
Single Asset
Property Type:
Mid Rise Multifamily
Collateral:
Fee Simple
Location:
Philadelphia, PA
Year Built / Renovated:
1904 / 2004
Total Units(6):
205
Property Management:
EBRM Resurrection, LLC
Underwritten NOI:
$1,995,171
Underwritten NCF:
$1,959,240
Appraised Value:
$34,950,000
Appraisal Date:
July 21, 2014
 
Historical NOI
Most Recent NOI:
$1,647,907 (T-12 June 30, 2014)
2013 NOI:
$1,773,329 (December 31, 2013)
2012 NOI:
$1,692,947 (December 31, 2012)
2011 NOI:
$1,494,310 (December 31, 2011)
 
Historical Occupancy
Most Recent Occupancy:
90.7% (November 24, 2014)
2013 Occupancy:
84.4% (December 31, 2013)
2012 Occupancy:
89.3% (December 31, 2012)
2011 Occupancy:
85.3% (December 31, 2011)
(1)
Proceeds from the Marine Club Apartments Loan were used to refinance 188 residential/commercial condominium units and purchase 17 additional residential condominium units and additional parking units.
(2)
At the origination of the Marine Club Apartments Loan, an affiliate of RiverBanc funded a $3,350,000 preferred equity investment in the Marine Club Apartments Loan. See “Preferred Equity” herein.
(3)
See “Initial Reserves” and “Ongoing Reserves” herein.
(4)
Other reserve includes $930,000 which is related to ongoing litigation and an unsatisfied judgment and $100,000 which is related to potential outstanding operating costs. See “Initial Reserves” herein.
(5)
Based on amortizing debt service payments. Based on the current interest-only payments, Underwritten NOI DSCR and Underwritten NCF DSCR are 1.65x and 1.62x, respectively.
(6)
Collateral for the Marine Club Apartments Property includes 203 residential condominium units, 135 parking spaces and 2,755 sq. ft. of commercial space (which represent two condominium units). Marine Club contains a total of approximately 302 condominium units, 205 of which are collateral for the Marine Club Apartments Loan, and is subject to a condominium regime controlled by the borrower. The borrower controls at least 70% of the condominium (based on sq. ft.) and 67% is required for major decisions.

 
THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
 
 
79

 
 
1100 South Broad Street
Philadelphia, PA 19146
Collateral Asset Summary – Loan No. 9
Marine Club Apartments
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$24,650,000
70.5%
1.26x
8.1%
 
Multifamily Unit Mix Summary(1)
Unit Type
# of Units
% of Total
Average Unit Size
(Sq. Ft.)
Average Monthly
Rental Rate
Average Monthly
Rental Rate PSF
Market Monthly
Rental Rate
Market Monthly
Rate PSF
Studio
23
11.3%
503
$1,100
$2.19
$1,150
$2.29
Studio Not Renovated
11
5.4%
563
$975
$1.73
$975
$1.73
1 Bed / 1 Bath
105
51.7%
708
$1,300
$1.84
$1,300
$1.84
1 Bed / 1 Bath Not Renovated
36
17.7%
739
$1,200
$1.62
$1,200
$1.62
2 Bed / 1 Bath
27
13.3%
875
$1,600
$1.83
$1,600
$1.83
2 Bed / 1 Bath Not Renovated
1
0.5%
897
$1,450
$1.62
$1,450
$1.62
Total / Wtd. Avg.
203(2)
100.0%
706
$1,283
$1.82
$1,288
$1.84
(1)
Source: Appraisal.
(2)
The Marine Club Apartments Property consists of 203 residential condominium units, approximately 135 parking spaces and 2,755 sq. ft. of commercial space (which represent two condominium units).

The Loan.    The Marine Club Apartments loan (the “Marine Club Apartments Loan”) is a fixed rate loan secured by the borrower’s fee simple interest in a 205 condominium-unit mid-rise multifamily complex located at 1100 South Broad Street in Philadelphia, Pennsylvania (the “Marine Club Apartments Property”) with an original and cut-off date principal balance of $24.65 million. The Marine Club Loan has a 10-year term and amortizes on a 30-year schedule after an initial three-year interest only period. The Marine Club Apartments Loan accrues interest at a fixed rate equal to 4.8500%. Loan proceeds along with $3.35 million of preferred equity were used to retire existing debt of approximately $15.2 million, buy-out the sponsor’s previous partner for approximately $7.6 million, purchase 17 additional residential condominium units for approximately $2.2 million, fund upfront reserves of $1.9 million and pay closing costs and costs related to settlement and litigation. Based on the appraised value of $34.95 million as of July 21, 2014, the cut-off date LTV ratio is 70.5%. The most recent prior financing of the Marine Club Apartments Property was not included in a securitization.

Sources and Uses
Sources
Proceeds
% of Total
 
Uses
Proceeds
% of Total   
Loan Amount
$24,650,000
88.0%
 
Loan Payoff
$15,247,185
54.5%   
Preferred Equity
$3,350,000
12.0%
 
Buyout(1)
$7,550,000
27.0%   
       
Purchase Price(2)
$2,221,799
7.9%   
       
Reserves
$1,913,690
6.8%   
       
Closing Costs
$1,067,326
3.8%   
Total Sources
$28,000,000
100.0%
 
Total Uses
$28,000,000
100.0%   
 
(1)
Represents additional payments pursuant to a settlement agreement associated with the sponsor’s former partner.
 
(2)
At closing, the borrower purchased 17 additional residential condominium units.

The Borrower / Sponsor.    The borrower is Marine Club Associates, LLC, a single purpose Delaware limited liability company structured to be bankruptcy-remote, with one independent director in its organizational structure.  The sponsor of the borrower and the nonrecourse carve-out guarantor is Eric Blumenfeld. Eric Blumenfeld is the principal of EB Realty Management Corp (“EBRM”).

Founded in 1996, EBRM is a real estate management firm with a focus on the Philadelphia marketplace. EBRM’s current portfolio includes eight commercial real estate properties totaling over $150.0 million in value. Eric Blumenfeld acquired the Marine Club in 2000 and has a current cost basis of approximately $32.0 million.

The Property.    The Marine Club Apartments Property is a seven-story, four-building multifamily complex located in Philadelphia, Pennsylvania. Situated within a larger condominium complex known as the Marine Club (the “Marine Club”), the Marine Club Apartments Property consists of 203 residential condominium units, approximately 135 parking spaces and 2,755 sq. ft. of commercial space (which represent two condominium units). The Marine Club features an additional 97 residential condominium units, which are not collateral for the Marine Club Apartments Loan. Building amenities include covered garage parking, a doorman and concierge, central courtyard with professional landscaping, a fully equipped fitness center featuring a steam room and Jacuzzi and common laundry facilities for units that are not equipped with in-unit washer/dryer.

Constructed in 1904 and most recently renovated in 2004, the Marine Club Apartments Property was 90.7% occupied as of November 24, 2014. Individual units feature high ceilings, exposed brick walls and oversized industrial windows. Renovated units feature stainless steel appliances and granite countertops. According to the appraisal, approximately 155 units have been renovated.

The Rock School for Dance Education (the “Rock School”), an internationally acclaimed ballet school, is located across the street from the Marine Club Apartments Property. The Rock School currently leases 20 residential units of which 18 units have lease expirations in 2019. The remaining 2 units are leased on a year-to-year 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.
 
 
80

 
 
1100 South Broad Street
Philadelphia, PA 19146
Collateral Asset Summary – Loan No. 9
Marine Club Apartments
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$24,650,000
70.5%
1.26x
8.1%
 
Environmental Matters.    The Phase I environmental report dated November 13, 2014 recommended the development and implementation of an asbestos operation and maintenance plan and a lead-based paint operations and maintenance plan, which are in place.

The Market.    The Marine Club Apartments Property is located in the Center City neighborhood of Philadelphia, Pennsylvania. Situated in the CBD of Philadelphia, Center City is a full developed urban area with adequate municipal services and a mix of governmental, office, retail and residential land uses. The primary arteries of Center City include Market Street, Broad Street, Kennedy Boulevard and Chestnut Street, which collectively provide access to Interstates 95, 676, 76 and all bridge crossings. The Marine Club Apartments is located within a five-minute walk of the Ellsworth-Federal SEPTA train station.

As of 2Q 2014, the Philadelphia multifamily market contained approximately 204,762 apartment units with an average occupancy of 96.7%. For the same time period, the Center City multifamily submarket contained approximately 17,470 apartment units with an average occupancy of 93.5%. The 2014 population within an approximately one-mile radius of the Marine Club Apartments Property is 61,277 with a median household income of $41,928.
 
The appraisal identified five competitive properties located within 1.9 miles of the Marine Club Apartments Property. The Marine Club Apartments Property’s competitive set exhibited a weighted average occupancy of 95.1%. The appraisal concluded a stabilized occupancy of 93.0%, in line with the Marine Club Apartments Property’s current occupancy of 90.6%. Additionally, the appraisal concluded that in place rent at the Marine Club Apartments Property is in line with market rent. The Marine Club Property competitive set is summarized below.

Competitive Set(1)
Name
Marine Club
Apartments
Property (2)
Lofts at Logan
View
600 Lofts
Riverloft
Apartments
2121 Market
Street
The Packard
Distance from Subject
NAP
1.5 miles
1.9 miles
1.1 miles
1.2 miles
1.1 miles
Year Built
1904
1903, 1989
1920, 2011
1930
1914
1910
Total Occupancy
90.6%
98.0%
88.7%
98.5%
96.0%
92.0%
No. of Units
203
100
97
184
168
151
(1)
Source: Appraisal
(2)
Based on a rent roll dated November 24, 2014.

Cash Flow Analysis.

Cash Flow Analysis(1)
 
2011
2012
2013
T-12 6/30/2014
U/W
 
U/W per Unit
Gross Potential Rent
$2,616,046
$2,810,000
$2,909,855
$2,926,428
$3,327,600
 
$16,232
Total Other Income(1)
49,572
92,714
115,295
133,022
133,022
 
649
Less: Vacancy & Credit Loss (2)
0
0
0
0
(285,138)
 
(1,391)
Effective Gross Income
$2,665,618
$2,902,714
$3,025,150
$3,059,450
$3,175,484
 
$15,490
Total Operating Expenses(3)
1,171,308
1,209,767
1,251,821
1,411,543
1,180,314
 
5,758
Net Operating Income
$1,494,310
$1,692,947
$1,773,329
$1,647,907
$1,995,171
 
$9,733
Capital Expenditures
0
0
0
0
35,931 (4)
175(4)      
Net Cash Flow
$1,494,310
$1,692,947
$1,773,329
$1,647,907
$1,959,240
 
$9,557
               
(1)
Total Other Income consists of utility income, late charges, pet fees and other miscellaneous income.
(2)
U/W Vacancy & Credit Loss represents 8.6% of U/W Gross Potential Rent, which is greater than the appraiser’s concluded vacancy rate of 7.0%.
(3)
The decrease in Total Operating Expenses from T-12 to U/W is primarily a result of former accounting practices in connection with the sponsor’s previous partner, which included expenses not directly related to the Marine Club Apartments Property.
(4)
The borrower is required to deposit $8,111 into a replacement reserve account monthly ($475 per residential unit annually). Approximately $65,000 ($318 per unit annually) is allocated to capital expenditures within the condominium budget, which is reflected in Total Operating Expenses.
 
Property Management.    The Marine Club Apartments Property is managed by EBRM Resurrection, LLC, an affiliate of the borrower.

Lockbox / Cash Management.    The Marine Club Apartments Loan is structured with a soft lockbox and springing cash management.
In place cash management is required upon (i) a Cash Trap Period (as defined below) or (ii) the failure of the borrower after the end of two consecutive calendar quarter to maintain a debt service coverage ratio of 1.15x (on a 30-year amortizing basis), until such time that the debt service coverage ratio after the end of four consecutive calendar quarters is at least equal to 1.20x. A full excess cash flow sweep is required upon the occurrence of a Cash Trap Period.
 
THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
 
 
81

 
 
1100 South Broad Street
Philadelphia, PA 19146
Collateral Asset Summary – Loan No. 9
Marine Club Apartments
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$24,650,000
70.5%
1.26x
8.1%
 
A “Cash Trap Period” will occur upon (i) an event of default, (ii) a bankruptcy action of the borrower, the guarantor, the principal or the property manager, (iii) a Borrower Change of Control event (as defined below) or (iv) the failure of the borrower after the end of two consecutive calendar quarter to maintain a debt service coverage ratio of 1.10x (on a 30-year amortizing basis).

A “Borrower Change of Control” event will occur upon, among other things, the borrower’s failure to (i) make the minimum preferred equity monthly interest payment (as described under “Preferred Equity” below) or (ii) pay the required preferred equity Redemption Amount (as defined below), which will result in RB Commercial Mortgage LLC exercising control of the borrower.

Initial Reserves.    At closing, the borrower deposited (i) $399,622 into a tax reserve account, (ii) $51,693 into an insurance reserve account, (iii) $432,375 into a required repairs reserve account, which represents 125% of the engineer’s recommendation, (iv) $100,000 into a settlement reserve for a potential true-up of operating expenses that may be due to the borrower’s former partner and (v) $930,000 into a reserve related to an unsatisfied judgment ($30,000 of reserve amount) and ongoing litigation ($900,000 of reserve amount), respectively. For additional information, see “Risk Factors—Risks Related to the Mortgage Loans--Risks Related to Litigation and Condemnation” and “—Prior Bankruptcies, Defaults or Other Proceedings May Be Relevant to Future Performance” in the Free Writing Prospectus.

Ongoing Reserves.    On a monthly basis, the borrower is required to deposit reserves of (i) 1/12 of the estimated annual real estate taxes, which currently equates to $36,329, into a tax reserve account, (ii) 1/12 of the annual insurance premiums, which currently equates to $7,385, into an insurance reserve account and (iii) $8,111 (approximately $475 per unit annually) into a replacement reserve account.

Preferred Equity.    At the origination of the Marine Club Apartments Loan, RB Commercial Mortgage LLC, a subsidiary of RiverBanc, funded a $3,350,000 preferred equity investment that is co-terminus with the Marine Club Apartments Loan. The Marine Club Apartments Property preferred equity investment accrues interest at a rate of 12.5% per annum and requires a minimum monthly interest payment of (i) $25,125 through and including the 60th month and (ii) $34,896 thereafter.  Additionally, (i) 3.5% through and including the 60th month and (ii) 50.0% thereafter, of any available excess cash flow will be used to reduce the outstanding preferred equity balance sufficient to create a minimum net cash flow debt yield inclusive of the outstanding preferred equity of 8.5%.

The redemption date will be the earlier of (i) one business day after the date upon which the Marine Club Apartments Loan is fully repaid or defeased, (ii) the date on which all or any portion of the Marine Club Apartments Property is sold or (iii) December 6, 2024.

The “Redemption Amount” is an amount equal to the sum of (i) the unpaid portion of the investment, (ii) any additional amount required to create a return of at least 150% of the initial investment, and (iii) any additional premiums as determined in the borrower operating account. Failure to meet the requirements as set forth in the preferred equity documents will result in a Borrower Change of Control event.

Headquartered in Charlotte, North Carolina, RiverBanc is an investment advisor specializing in the identification, acquisition and management of privately placed debt and equity investments secured by multifamily and other housing related assets. RiverBanc’s current portfolio under management is secured by over $10.0 billion of loans collateralized by over 700 different properties.

Current Mezzanine or Subordinate Indebtedness.    None.

Future Mezzanine or Subordinate Indebtedness Permitted.    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.
 
 
82

 
 
1100 South Broad Street
Philadelphia, PA 19146
Collateral Asset Summary – Loan No. 9
Marine Club Apartments
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$24,650,000
70.5%
1.26x
8.1%
 
MAP
 
THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
 
 
83

 
11755 Commons Drive
Springdale, OH 45246
Collateral Asset Summary – Loan No. 10
Springdale Beltway Commons
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$19,923,005
74.9%
1.59x
10.8%
 
(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.

 
84

 
 
11755 Commons Drive
Springdale, OH 45246
Collateral Asset Summary – Loan No. 10
Springdale Beltway Commons
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$19,923,005
74.9%
1.59x
10.8%
 
Mortgage Loan Information
Loan Seller:
GACC
Loan Purpose:
Recapitalization
Sponsor:
Barry Lang; Stuart Lichter; Gerald Wendel
Borrower:
Springdale-Kemper RE, LLC
Original Balance:
$19,950,000
Cut-off Date Balance:
$19,923,005
% by Initial UPB:
2.4%
Interest Rate:
4.3500%
Payment Date:
6th of each month
First Payment Date:
December 6, 2014
Maturity Date:
November 6, 2024
Amortization:
360 months
Additional Debt(1):
Future Mezzanine Debt Permitted
Call Protection(2):
L(25), D(58), 3%(12), 2%(12), 1%(8), O(5)
Lockbox / Cash Management:
Hard / Springing
 
Reserves(3)
 
Initial
Monthly   
Taxes:
$200,981
$40,196   
Insurance:
$0
Springing   
Replacement:
$0
$10,233   
TI/LC(4):
$1,350,000
Springing   
Required Repairs:
$19,500
NAP   
Lease Sweep:
$0
Springing   
 
Financial Information
Cut-off Date Balance / Sq. Ft.:
$32
Balloon Balance / Sq. Ft.:
$26
Cut-off Date LTV:
74.9%
Balloon LTV:
60.3%
Underwritten NOI DSCR:
1.81x
Underwritten NCF DSCR:
1.59x
Underwritten NOI Debt Yield:
10.8%
Underwritten NCF Debt Yield:
9.5%
Underwritten NOI Debt Yield at Balloon:
13.4%
Underwritten NCF Debt Yield at Balloon:
11.8%
Property Information
Single Asset / Portfolio:
Single Asset
Property Type:
Anchored Retail
Collateral:
Fee Simple
Location:
Springdale, OH
Year Built / Renovated:
1963 / 1995
Total Sq. Ft.:
614,000
Property Management:
Bergman Group, Inc.; Huntington Group, LLC
Underwritten NOI:
$2,151,973
Underwritten NCF:
$1,899,458
Appraised Value:
$26,600,000
Appraisal Date:
September 11, 2014
 
Historical NOI
Most Recent NOI:
$2,319,835 (T-12 June 30, 2014)
2013 NOI:
$2,225,876 (December 31, 2013)
2012 NOI:
$1,873,278 (December 31, 2012)
2011 NOI:
$1,651,470 (December 31, 2011)
 
Historical Occupancy
Most Recent Occupancy:
80.8% (September 29, 2014)
2013 Occupancy:
80.8% (December 31, 2013)
2012 Occupancy:
79.5% (December 31, 2012)
2011 Occupancy:
74.9% (December 31, 2011)
(1)
See “Future Mezzanine or Subordinate Indebtedness Permitted” herein.
(2)
Defeasance of the Springdale Beltway Commons Mortgage Loan will be permitted after the defeasance lockout period. Commencing on November 6, 2021, prepayment in full requires a prepayment penalty equal to (a) 3% if such prepayment is made on or after November 6, 2021 through November 5, 2022, (b) 2% if such prepayment is made on or after November 6, 2022 through November 5, 2023, and (c) 1% if such prepayment is made on or after November 6, 2023 through the open prepayment period.
(3)
See “Initial Reserves” and “Ongoing Reserves” herein.
(4)
At loan closing, the borrower deposited $1,350,000 in the TI/LC reserve account. Monthly deposits are not required provided the balance in the TI/LC reserve is equal to or greater than $1,350,000. If the reserve falls below $1,350,000, the borrower is required to fund $20,000 per month into such reserve until the reserve contains $1,350,000, which cap may be reduced to $300,000 from and after June 21, 2021 and amounts in excess returned to the borrower, if the following conditions are satisfied: (i) not less than 446,482 sq. ft. at the Springdale Beltway Commons Mortgaged Property is leased to tenants in occupancy and paying full unabated rent, (ii) the major leases expire at least two years past loan maturity and (iii) the debt yield (including any mezzanine debt, if applicable) is greater than 10.0%.


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.
 
 
85

 
 
11755 Commons Drive
Springdale, OH 45246
Collateral Asset Summary – Loan No. 10
Springdale Beltway Commons
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$19,923,005
74.9%
1.59x
10.8%
 
Tenant Summary
   
Ratings 
(Fitch/Moody’s/S&P)(1)
Net
Rentable Area
(Sq. Ft.)
% of Net
Rentable
Area
Lease
Expiration
Annual UW
Base Rent PSF
Total Sales
(000s)(2)
Sales PSF
Occupancy
Cost
(% of Sales)(3)
Anchor Tenants
                         
Garden Ridge(4)
 
C/Caa3/CCC+
122,855
 
20.0%
 
6/12/2021
$4.24
NAV
 
         NAV
 
NAV
Morris Furniture Co.
 
NR/NR/NR
89,318
 
14.5%
 
1/31/2021
$5.89
$10,874
 
  $122
 
5.8%
Ashley Furniture
 
NR/NR/NR
72,000
 
11.7%
 
6/17/2019
$5.50
$8,271
 
  $115
 
6.3%
Total Anchor Tenants
   
284,173
 
46.3%
   
$5.08
         
                           
Major Tenants
                         
Dave & Buster’s, Inc.
 
NR/NR/NR
63,741
 
10.4%
 
1/31/2018
$4.70
$10,615
 
        $167
 
  3.6%
Full Throttle Indoor Karting, LLC
 
NR/NR/NR
54,400
 
8.9%
 
5/31/2016
$3.31
    NAV
 
      NAV
 
 NAV
Total Major Tenants
   
118,141
 
19.2%
   
$4.06
         
 
Remaining Tenants
   
93,777
 
   15.3%
 
 
$5.38
     NAV
 
    NAV
 
NAV
Total Occupied Collateral
   
496,091
 
   80.8%
             
 
Vacant
   
117,909
 
    19.2%
               
Total
614,000
 
 100.0%
               
                       
(1)
Certain ratings may be those of the parent company whether or not the parent company guarantees the lease.
(2)
Certain tenants do not report sales or sales were not available. Those tenants’ sales were not included in the total calculations.
(3)
Occupancy Cost (% of Sales) provided by the borrower are as of September 29, 2014.
(4)
The space is subleased from Sears. Credit rating is reflective of Sears.
 
Lease Rollover Schedule(1)
Year
# of Leases
Expiring
Total Expiring
Sq. Ft.
% of Total Sq.
Ft. Expiring
Cumulative
Sq. Ft.
Expiring
Cumulative 
% of Sq. Ft. Expiring
Annual U/W
Base Rent
PSF
% U/W
Base Rent
Rolling
Cumulative %
of U/W
Base Rent
MTM
0
0
0.0%
0
0.0%
$0.00
0.0%
0.0%
2014
1
4,800
0.8%
4,800
0.8%
$2.00
0.4%
0.4%
2015
1
21,828
3.6%
26,628
4.3%
$5.32
4.8%
5.2%
2016
1
54,400
8.9%
81,028
13.2%
$3.31
7.4%
12.6%
2017
0
0
0.0%
81,028
13.2%
$0.00
0.0%
12.6%
2018
2
102,909
16.8%
183,937
30.0%
$5.30
22.5%
35.0%
2019
1
72,000
11.7%
255,937
41.7%
$5.50
16.3%
51.4%
2020
0
0
0.0%
255,937
41.7%
$0.00
0.0%
51.4%
2021
1
212,173
34.6%
468,110
76.2%
$4.93
43.1%
94.5%
2022
1
27,981
4.6%
496,091
80.8%
$4.78
5.5%
100.0%
2023
0
0
0.0%
496,091
80.8%
$0.00
0.0%
100.0%
2024
0
0
0.0%
496,091
80.8%
$0.00
0.0%
100.0%
Thereafter
0
0
0.0%
496,091
80.8%
$0.00
0.0%
100.0%
Vacant
NAP
117,909
19.2%
614,000
100.0%
NAP
NAP
 
Total / Wtd. Avg.
8
614,000
100.0%
   
$4.89
100.0%
 
(1)
Certain tenants have lease termination options, including those related to co-tenancy provisions and sales thresholds, that may become exercisable prior to the originally stated expiration date of the tenant lease and that are not considered in the 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.
 
 
86

 
 
11755 Commons Drive
Springdale, OH 45246
Collateral Asset Summary – Loan No. 10
Springdale Beltway Commons
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$19,923,005
74.9%
1.59x
10.8%
  
The Loan.    The Springdale Beltway Commons loan (the “Springdale Beltway Commons Loan”) is a $19.95 million fixed rate loan secured by the borrower’s fee simple interest in the 614,000 sq. ft. anchored retail center located at 11755 Commons Drive, Springdale, Ohio (the “Springdale Beltway Commons Property”). The Springdale Beltway Commons Loan has a 10-year term and amortizes on a 30-year schedule. The Springdale Beltway Commons Loan accrues interest at a fixed rate equal to 4.3500%. Loan proceeds were used to recapitalize the sponsor for an amount of approximately $18.0 million, fund reserves of approximately $1.6 million and pay closing costs of $361,501. Based on the appraised value of $26.6 million as of September 11, 2014, the cut-off date LTV is 74.9%.

Sources and Uses
Sources
Proceeds
% of Total
 
Uses
Proceeds
% of Total   
Loan Amount
$19,950,000
100.0%
 
Recapitalization
$18,004,985
90.3%   
       
Reserves
$1,570,481
7.9%   
       
Closing Costs
$374,535
1.9%   
             
Total Sources
$19,950,000
100.0%
 
Total Uses
$19,950,000
100.0%   

The Borrower / Sponsor.    The borrower, Springdale-Kemper RE, LLC, is a single purpose Delaware limited liability company structured to be bankruptcy-remote, with two independent directors in its organizational structure. The sponsors of the borrower and the nonrecourse carve-out guarantors are Barry Lang, Stuart Lichter and Gerald Wendel, on joint and several basis.

The parent company of Springdale-Kemper RE, LLC is the Covington Group, Inc. Covington Group, Inc. is a real estate development and investment company that focuses on projects across the United States. Covington Group, Inc’s partners have over 80 years of combined experience and have developed or redeveloped over 25 million sq. ft. of commercial and industrial properties, including build-to-suit and spec warehouses, hotels and master planned communities. Covington Group Inc. currently owns over 9.5 million sq. ft. of commercial and industrial space and is actively developing more than 12,000 acres of land in the Western United States.

The Property.    The Springdale Beltway Commons Property is a 614,000 sq. ft. anchored retail center, completed in 1963 and renovated in 1995. The Springdale Beltway Commons Property is shadow anchored by Sam’s and Home Emporium retail center and is 80.8% occupied as of September 29, 2014. The property is anchored by Garden Ridge via a sublease from Sears (20.0% of the NRA) and Morris Furniture Co. (14.5% of the NRA). Included in the gross square footage is 117,909 sq. ft. of warehouse space that has been utilized on and off by current tenants for the past 15 years.

The sponsors acquired the Springdale Beltway Commons Property as vacant in 1998 on an all-cash basis for $10.0 million and renovated the property for an additional cost of $10.0 million.

Environmental Matters.    The Phase I environmental report dated August 13, 2014 recommended no further action at the Springdale Beltway Commons Property.

The Market.    The Springdale Beltway Commons Property is located in the Tri County I-275 submarket of the Cincinnati MSA. The submarket is bounded by Interstate I-275 to the north and Interstate 75 to the east. The submarket is primarily a retail location, generally dominated by retail centers with total retail vacancy currently 6.4% and average quoted rents of $9.07 PSF compared to 7.4% vacancy and $9.79 PSF average quoted rent for the entire Cincinnati retail market per CoStar’s Q3 2014 report.

The Springdale Beltway Commons Property is positioned at the intersection of Old Commons Drive and Commons Drive, less than 20 miles north of downtown Cincinnati. Within a five-mile radius there are approximately 133,625 residents with an average household income of $74,360. Columbus based developer Steiner + Associates have begun a $350.0 million development of the Liberty Center, a 1.1 million sq. ft. dynamic retail, dining, and entertainment center including office and residential space. This is expected to benefit the Springdale Beltway Commons Property as estimated rents for the Liberty Center location are projected to be higher than the current rent offered at the Springdale Beltway Commons Property.

Per CoStar, the Cincinnati market net absorption of retail space in the third quarter was positive 163,466 sq. ft., while vacant sublease space increased by 2,910 sq. ft. Quoted rental rates decreased from second quarter 2014 levels, ending at $9.79 PSF per year. Three retail buildings with 18,326 sq. ft. of retail space were delivered to the market in the third quarter, with 60,110 sq. ft. still under construction at the end of the quarter.
 
THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
 
 
87

 
 
11755 Commons Drive
Springdale, OH 45246
Collateral Asset Summary – Loan No. 10
Springdale Beltway Commons
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$19,923,005
74.9%
1.59x
10.8%
  
The primary competitive set for the Springdale Beltway Commons Property is presented in the following chart.

Springdale Beltway Commons Property Competitive Set(1)
Name
 
Springdale Beltway
Commons Property(2)
Tri-County
Commons
 
Tri-County
Commons Mall
Tri-County Towne
Center
 
Value City Center
Distance from Subject
 
NAP
<1.0 mile
 
<1.0 mile
0.2 miles
 
0.3 miles
City, State
 
Springdale, OH
Springdale, OH
 
Cincinnati, OH
Cincinnati, OH
 
Cincinnati, OH
Property Type
 
Anchored Retail
Anchored Retail
 
Anchored Retail
Anchored Retail
 
Anchored Retail
Year Built / Renovated
 
1963 / 1995
1992 / NAP
 
1960 / 1990
1962 / 2001
 
1972 / 2012
Total Occupancy
 
80.8%
83.0%
 
87.0%
93.0%
 
100.0%
Total Size (Sq. Ft.)
 
614,000
410,000
 
1,335,000
227,870
 
191,650
Anchor Tenants
 
Garden Ridge,
Morris Furniture Co.,
Ashley Furniture
Home Emporium, Sam’s Club
 
Dillard, Macy’s, Sears
Hobby Lobby, Harbor Freight Tools
 
 
Value City Furniture, Burlington Coat Factory
 
(1)
Source: Appraisal.
(2)
Total Occupancy and Total Size (Sq. Ft.) for the Springdale Beltway Commons Property is as of the rent roll dated September 29, 2014.

Cash Flow Analysis.

Cash Flow Analysis
 
 
2011
2012
2013
T-12  6/30/2014
  U/W
U/W PSF
   Base Rent
$1,853,417
$2,206,246
$2,338,219
$2,458,773
$2,439,124
$3.97
   Rent Steps(1)
0
0
0
0
22,336
0.04
   Value of Vacant Space
0
0
0
0
382,025
0.62
   Total Rent
$1,853,417
$2,206,246
$2,338,219
$2,458,773
$2,843,485
$4.63
   Total Recoveries
687,307
690,097
853,658
905,653
863,378
1.41
   Total Other Income
57,143
58,786
60,477
66,491
66,491
0.11
   Vacancy & Credit Loss(2)
0
0
0
0
(445,256)
(0.73)
   Effective Gross Income
$2,597,867
$2,955,128
$3,252,354
$3,430,917
$3,328,099
$5.42
   Total Operating Expenses
946,398
1,081,850
1,026,478
1,111,082
1,176,126
1.92
   Net Operating Income
$1,651,470
$1,873,278
$2,225,876
$2,319,835
$2,151,973
$3.50
   TI/LC
0
0
0
0
129,715
0.21
   Capital Expenditures
0
0
0
0
122,800
0.20
   Net Cash Flow
$1,651,470
$1,873,278
$2,225,876
$2,319,835
$1,899,458
$3.09
(1)
U/W Base Rent is based on the September 29, 2014 rent roll and includes $22,336 of contractual rent steps through July 1, 2015.
(2)
U/W Vacancy & Credit Loss represents 11.8% of gross income.

Property Management.    The Springdale Beltway Commons Property is managed by Bergman Group Inc. and Huntington Group, LLC.

Lockbox / Cash Management.    The Springdale Beltway Commons Loan is structured with a hard lockbox and springing cash management. At closing, a lockbox and clearing account controlled by lender was established by the borrower into which all rents, revenues and receipts from the Springdale Beltway Commons Property are required to be deposited directly by the tenants. Prior to a Trigger Period (as defined herein), all sums deposited into the clearing account will be transferred into the borrower’s operating account. During a Trigger Period, all transfers to borrower’s operating account will cease and such sums on deposit in the clearing account will be transferred on a daily basis to an account controlled by lender, to be applied to payment of all monthly amounts due under the Springdale Beltway Commons Loan documents, with any excess funds being held by lender as additional collateral for the Springdale Beltway Commons Loan.

A “Trigger Period” will commence (i) upon the occurrence of an event of default (until such default is cured), (ii) if the DSCR falls below 1.15x, tested quarterly (until the debt service coverage ratio exceeds 1.20x for two consecutive quarters) or (iii) upon the occurrence of Major Tenant Excess Cash Flow Sweep (as defined below).

A “Major Tenant Excess Cash Flow Sweep” will commence on the first monthly payment date following (i) the giving of notice from any tenant under a Lease Sweep Lease (as defined herein) to borrower or manager exercising its right to terminate its Lease Sweep Lease or (ii) the tenant under the Lease Sweep Lease failing to renew the Lease Sweep Lease, “going dark,” or defaulting under its lease or becoming subject to bankruptcy proceedings.

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
 
 
88

 
 
11755 Commons Drive
Springdale, OH 45246
Collateral Asset Summary – Loan No. 10
Springdale Beltway Commons
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$19,923,005
74.9%
1.59x
10.8%
 
A “Lease Sweep Lease” includes (i) Morris Furniture Co., Inc., (ii) Sears or (iii) any replacement lease subsequent to the Lease Sweep Lease, either individually, or when taken together with any other lease with the same tenant or affiliates, aggregate rents (including base and recoveries) that equal or exceed the rent under the Lease Sweep Lease.

Initial Reserves.    At closing, the borrower deposited (i) $200,981 into a tax reserve account, (ii) $19,500 into a required repairs reserve account and (iii) $1,350,000 in the TI/LC reserve account.

Ongoing Reserves.    On a monthly basis, the borrower is required to deposit reserves of (i) 1/12 of the estimated annual real estate taxes, which currently equates to $40,196, into a tax reserve account and (ii) $10,233 into a capital expenditure account and (iii) $20,000 into a TI/LC reserve account, subject to a cap on the TI/LC reserve as described below. Upon the occurrence of a Major Tenant Excess Cash Flow Sweep, all excess cash flow, in addition to any termination payments made under the Lease Sweep Lease, will be deposited into the lease sweep reserve account. In addition, 1/12 of the annual insurance premium will be required to be deposited into a insurance reserve account if an acceptable blanket insurance policy is no longer in place.

Monthly deposits into the TI/LC reserve account are not required provided the balance in the TI/LC reserve is equal to or greater than $1,350,000. If the reserve falls below $1,350,000, the borrower is required to fund $20,000 per month into such reserve until the reserve contains $1,350,000, which cap may be reduced to $300,000 from and after June 21, 2021 and amounts in excess returned to the borrower, if the following conditions are satisfied: (i) not less than 446,482 sq. ft. at the Springdale Beltway Commons Mortgaged Property is leased to tenants in occupancy and paying full unabated rent, (ii) the major leases expire at least two years past loan maturity and (iii) the Combined Debt Yield is greater than 10.0%.

Current Mezzanine or Subordinate Indebtedness.    None.

Future Mezzanine or Subordinate Indebtedness Permitted.    The Springdale Beltway Commons Loan permits future mezzanine debt secured by a pledge in the equity interests in borrower provided that: (i) the combined (A) loan to “as is” appraised value of the Springdale Beltway Commons Property is no more than 70%, (B) DSCR (assuming a 30 year amortization schedule) is not less than 1.50x, and (C) debt yield is no less than 10%; (ii) the mezzanine loan is coterminous with the Springdale Beltway Commons Loan; (iii) the mezzanine loan and organizational structure of the mezzanine borrower are acceptable to lender and in accordance with rating agency requirements; and (iv) the mezzanine lender has entered into an acceptable intercreditor agreement with lender.  
 
THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
 
 
89

 
 
11755 Commons Drive
Springdale, OH 45246
Collateral Asset Summary – Loan No. 10
Springdale Beltway Commons
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$19,923,005
74.9%
1.59x
10.8%

(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.
 
 
90

 
 
11755 Commons Drive
Springdale, OH 45246
Collateral Asset Summary – Loan No. 10
Springdale Beltway Commons
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$19,923,005
74.9%
1.59x
10.8%
 
(map)
 
THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
 
 
91

 



 
2639 Barracks Road
Charlottesville, VA 22901
Collateral Asset Summary – Loan No. 11
Barracks West
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$18,800,000
70.9%
1.25x
8.1%
 
Mortgage Loan Information
Loan Seller:
CCRE
Loan Purpose(1):
Acquisition / Refinance
Sponsor:
Michael S. Brodsky
Borrower:
Goldstar Barracks Owner LLC
Original Balance:
$18,800,000
Cut-off Date Balance:
$18,800,000
% by Initial UPB:
2.3%
Interest Rate:
4.5830%
Payment Date:
6th of each month
First Payment Date:
December 6, 2014
Maturity Date:
November 6, 2024
Amortization:
Interest only for first 48 months; 360
months thereafter
Additional Debt:
None
Call Protection:
L(25), D(91), O(4)
Lockbox / Cash Management(2):
Springing Soft / Springing
 
Reserves
 
Initial
Monthly
Taxes:
$16,500
$16,500   
Insurance:
$10,074
$3,358   
Replacement:
$0
$6,250   
Earnout(3):
$800,000
NAP   
Condominium(4):
$46,305
Springing   
 
Financial Information
Cut-off Date Balance / Unit:
$62,667
 
Balloon Balance / Unit:
$56,222
 
Cut-off Date LTV:
70.9%
 
Balloon LTV:
63.6%
 
Underwritten NOI DSCR(5):
1.31x
 
Underwritten NCF DSCR(5):
1.25x
 
Underwritten NOI Debt Yield:
8.1%
 
Underwritten NCF Debt Yield:
7.7%
 
 
Property Information
Single Asset / Portfolio:
Single Asset
Property Type:
Garden Multifamily
Collateral(6):
Fee Simple
Location:
Charlottesville, VA
Year Built / Renovated:
1970 / 2012
Total Units(6):
300
Property Management:
The Donaldson Group, LLC
Underwritten NOI:
$1,516,487
Underwritten NCF:
$1,441,487
Appraised Value:
$26,500,000
Appraisal Date:
October 1, 2014
 
Historical NOI(7)
Most Recent NOI:
$1,334,922 (T-12 September 30, 2014)
2013 NOI:
$871,759 (December 31, 2013)
2012 NOI:
$250,019 (December 31, 2012)
 
Historical Occupancy(7)
Most Recent Occupancy:
88.0% (December 1, 2014)
2013 Occupancy:
91.0% (December 29, 2013)
2012 Occupancy:
77.7% (December 30, 2012)
(1)
Loan proceeds were used to refinance existing debt secured by 276 units and acquire an additional 24 units for approximately $2.2 million at closing.
(2)
A soft lockbox, in place cash management and an excess cash flow sweep will be triggered upon (i) any event of default, (ii) any borrower, guarantor or property manager bankruptcy action, (iii) a Condominium Common Charge Sweep Event (as defined below) or (iv) if the DSCR falls below 1.10x at the end of any calendar quarter.
(3)
The borrower may request the disbursement of amounts in the earnout reserve on a date after May 6, 2015 and prior to December 6, 2019 (in increments of no less than $100,000) in an amount such that, after giving effect to the disbursement, (i) the DSCR is greater than or equal to 1.25x, (ii) the NOI debt yield is greater than or equal to 8.0% and (iii) the LTV is less than or equal to 75.0%. If the conditions above are satisfied on or after December 6, 2016 amounts in the earnout reserve will be transferred into the replacement reserve account.
(4)
The initial condominium reserve deposit represents approximately one month of condominium common charges and the condominium reserve required minimum balance.  If at any time funds in the condominium reserve are not sufficient to pay any required condominium common charges, the borrower will be required deposit any deficiencies as determined by lender (a “Condominium Charge Sweep Event”).
(5)
Based on amortizing debt service payments. Based on the current interest only payments, Underwritten NOI DSCR and Underwritten NCF DSCR are 1.74x and 1.65x, respectively.
(6)
Barracks West contains a total of 364 units, 300 of which are collateral for the Barracks West loan, and is subject to a condominium regime controlled by the sponsor.
(7)
The borrower acquired the Barracks West Property in 2012 and has since renovated the property for a cost of approximately $3.0 million.  As a result of the renovations, it took several months for the property to achieve stabilized occupancy. As such, Historical NOI and Historical Occupancy prior to 2012 are not available.

 
TRANSACTION HIGHLIGHTS
Properties.    Barracks West consists of 300 multifamily units within a larger 364 unit development located on an 18.38 acre site.  The development encompasses 33 two and three-story buildings with an average unit size of 936 sq. ft., and 593 surface parking spaces.  Barracks West’s unit mix is comprised of six studio units, 31 1-bedroom/1-bathroom units, 49 2-bedroom/1-bathroom units, 17 3-bedroom/2-bathroom units and 197 townhouses.  Property amenities include a pool, fitness center, pet park, laundry facilities, BBQ/picnic areas and exterior lighting.
 
Renovation.  The borrower acquired Barracks West in 2012 when the property was 77.7% occupied.  The borrower has since invested over $3.0 million of capital improvements, including room renovations and common area renovations, and has since increased occupancy to 88.0% as of December 1, 2014.
  
Market.    As of Q2 2014, the Charlottesville multifamily market reported a vacancy rate of approximately 4.8%, as compared to the current physical vacancy rate at the Barracks West property of 12.0%.
 
Sponsorship.    Michael S. Brodsky is the founder and CEO of the Goldstar Group, a Bethesda, Maryland based real estate company focusing on assets in the Mid-Atlantic region.  Since inception, the Goldstar Group has acquired in excess of 1.5 million sq. ft. of office and multifamily properties.
 
Property Management.    The Barracks West Property is managed by The Donaldson Group, LLC, which offers multifamily property, asset, accounting & financial, advisory and development & construction management services. Since inception, The Donaldson Group, LLC has advised on acquisitions of over $1.5 billion comprising over 14,000 units, assumed management of over 24,000 units and assisted with the disposition of over $1.0 billion in property investments totaling over 9,000 units.
 
THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
 
 
92

 
 
Various, PR
Collateral Asset Summary – Loan No. 12
Mercado Portfolio
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$18,500,000
73.1%
1.53x
12.2%
 
Mortgage Loan Information
Loan Seller:
Natixis
Loan Purpose(1):
Refinance
Sponsor:
Jose Alberto Mercado Fernandez;
Sonia Ortiz Torres
Borrower:
Maijo LLC
Original Balance:
$18,500,000
Cut-off Date Balance:
$18,500,000
% by Initial UPB:
2.2%
Interest Rate:
5.5000%
Payment Date:
5th of each month
First Payment Date:
January 5, 2015
Maturity Date:
December 5, 2024
Amortization:
300 months
Additional Debt:
None
Call Protection:
L(24), D(93), O(3)
Lockbox / Cash Management(2):
Hard / Springing
 
Reserves
 
Initial
Monthly
Taxes:
$0
$14,044   
Insurance:
$48,047
$6,468   
Replacement:
$0
$1,861   
TI/LC(3):
$0
   $12,402   
Required Repairs:
$36,265
NAP   
Riago(4):
$0
Springing   
Humacao Law No. 7 Tax:
$34,130
$0   
 
Financial Information
Cut-off Date Balance / Sq. Ft.:
$124
 
Balloon Balance / Sq. Ft.:
$95
 
Cut-off Date LTV:
73.1%
 
Balloon LTV:
55.7%
 
Underwritten NOI DSCR:
1.66x
 
Underwritten NCF DSCR:
1.53x
 
Underwritten NOI Debt Yield:
12.2%
 
Underwritten NCF Debt Yield:
11.3%
 
 
Property Information
Single Asset / Portfolio:
Portfolio of two properties
Property Type(5):
Various / Retail
Collateral(5):
Fee Simple
Location(5):
Various, PR
Year Built / Renovated:
Various / NAP
Total Sq. Ft.(5):
148,899
Property Management:
MPM Property Management LLC
Underwritten NOI:
$2,263,209
Underwritten NCF:
$2,092,047
Appraised Value(5):
$25,300,000
Appraisal Date(5):
August 2014
 
Historical NOI
Most Recent NOI:
$2,117,960 (T-12 June 30, 2014)
2013 NOI:
$2,151,335 (December 31, 2013)
2012 NOI:
$2,068,485 (December 31, 2012)
2011 NOI:
$2,311,207 (December 31, 2011)
 
Historical Occupancy
Most Recent Occupancy(5):
88.7% (August – September 2014)
2013 Occupancy:
90.3% (December 31, 2013)
2012 Occupancy:
94.5% (December 31, 2012)
2011 Occupancy:
93.5% (December 31, 2011)
(1)
The Mercado Portfolio Loan refinanced a prior loan at a discount. For additional information, see “Risk Factors – Risks Related to the Mortgage Loans – Prior Bankruptcies, Defaults or Other Proceedings May Be Relevant to Future Performance” in this Free Writing Prospectus.
(2)
Cash management will be triggered upon (i) an event of default, (ii) the failure by the borrower, after the end of a calendar quarter, to maintain a DSCR of at least 1.15x or (iii) a Riago Trigger Event. A “Riago Trigger Event” will commence upon the occurrence of (i) a Riago goes bankrupt, (ii) Riago defaults on its lease, (iii) a Riago Non-Renewal Event, (iv) Riago goes dark, or (v) Riago terminates its lease for any reason. A “Riago Non-Renewal Event” will commence upon the earlier of (i) the date that is twelve (12) months prior to the expiration of the Riago lease or (ii) the final date on which Riago is permitted to exercise any remaining extension option available to the tenant under the terms of the Riago lease.
(3)
TI/LC reserve is subject to a cap of $595,596 and a floor of $297,798.
(4)
Upon the occurrence of a cash management period caused by a Riago Trigger Event, all excess cash shall be deposited into the Riago Reserve subaccount.
(5)
The Mercado Portfolio loan is secured by the borrower’s fee simple interest in the following two retail properties containing 148,899 sq. ft.: (i) the Humacao property (22,976 sq. ft. shadow anchored retail, located in Humacao, Puerto Rico, Appraised Value of $3.6 million as of August 6, 2014, 91.7% occupied as of September 1, 2014) and (ii) the Naranjito property (125,923 sq. ft. anchored retail, located in Naranjito, Puerto Rico, Appraised Value of $21.7 million as of August 7, 2014, 88.2% occupied as of August 12, 2014).


TRANSACTION HIGHLIGHTS
Tenancy.    The Naranjito property is 88.2% occupied as of August 12, 2014 by 24 tenants, and is grocery anchored by Riago Incorporado (35,308 sq. ft. or 28.0% of the NRA). Riago Incorporado leases expires in September 2032. Supermardo Econo bought Riago Incorporado in 2010 and took over their lease at the Naranjito property. Supermacado Econo reported sales of $908 PSF for the trailing 12 month period through April 2014. The Naranjito property is also anchored by several credit-rated tenants, including among others: Walgreens (Baa2/BBB by Moody’s/S&P), Banco Popular (BB+/Ba3/B+ by Fitch/Moody’s/S&P), KFC/Pizza Hut (Baa3/BBB by Moody’s/S&P). The Humacao property is 91.7% occupied as of September 1, 2014 by six tenants and is shadow anchored by Sam’s club, and is occupied by two credit-rated tenants, Sears and Sprint.
 
Location.    The Naranjito property is located in Naranjito on a major roadway approximately 13 miles to the San Juan Central Business District. The Humacao property is located in Humacao on the east coast of Puerto Rico, approximately 35 miles south east of San Juan. It is part of the San Juan-Carolina-Caguas, PR Metropolitan Statistical Area.
 
THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
 
 
93

 
 
1120-1160 Dewey Way,
2110-2133 Aviation Drive,
2009-2133 Porterfield Way
Upland, CA 91786
Collateral Asset Summary – Loan No. 13
Cable Business Park
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$17,960,000
69.1%
1.40x
9.3%
 
Mortgage Loan Information
Loan Seller:
GACC
Loan Purpose:
Refinance
Sponsor:
Michael A. Polley;
1st Commercial Realty Group, Inc.
Borrower:
Cable Commercial Center, LLC
Original Balance:
$17,960,000
Cut-off Date Balance:
$17,960,000
% by Initial UPB:
2.2%
Interest Rate:
4.4700%
Payment Date:
6th of each month
First Payment Date:
December 6, 2014
Maturity Date:
November 6, 2024
Amortization:
Interest only for first 36 months; 360
months thereafter
Additional Debt:
None
Call Protection:
L(25), D(91), O(4)
Lockbox / Cash Management(1):
Hard / Springing
 
Reserves
 
Initial
Monthly
Taxes:
$78,919
$19,730   
Insurance:
$11,379
$2,276   
Replacement(2):
$0
$7,078   
TI/LC(3):
$100,000
$10,200   
Required Repairs:
$18,688
NAP   
 
Financial Information
Cut-off Date Balance / Sq. Ft.:
$63
 
Balloon Balance / Sq. Ft.:
$55
 
Cut-off Date LTV:
69.1%
 
Balloon LTV:
60.4%
 
Underwritten NOI DSCR(4):
1.54x
 
Underwritten NCF DSCR(4):
1.40x
 
Underwritten NOI Debt Yield:
9.3%
 
Underwritten NCF Debt Yield:
8.5%
 
Property Information
Single Asset / Portfolio:
Single Asset
Property Type:
Flex Industrial
Collateral:
Fee Simple
Location:
Upland, CA
Year Built / Renovated:
2004 / NAP
Total Sq. Ft.:
283,123
Property Management:
1st Commercial Realty Group, Inc.
Underwritten NOI:
$1,677,042
Underwritten NCF:
$1,524,421
Appraised Value:
$26,000,000
Appraisal Date:
November 3, 2014
 
Historical NOI
Most Recent NOI:
$1,468,030 (T-12 August 31, 2014)
2013 NOI:
$1,395,062 (December 31, 2013)
2012 NOI:
$1,335,533 (December 31, 2012)
2011 NOI:
$1,298,115 (December 31, 2011)
 
Historical Occupancy
Most Recent Occupancy:
98.4% (October 14, 2014)
2013 Occupancy:
93.1% (December 31, 2013)
2012 Occupancy:
88.5% (December 31, 2012)
2011 Occupancy:
80.5% (December 31, 2011)
(1)
Cash management will be triggered upon (i) an event of default, (ii) if the DSCR falls below 1.15x until such time that the DSCR is at least 1.20x for two consecutive calendar quarters.
(2)
Ongoing replacement reserves shall be capped at $170,000.
(3)
Ongoing TI/LC reserves shall be capped at $200,000. After March 1, 2016, the cap may be reduced to $150,000 so long as the actual vacancy at the property is less than 15.0% as determined by the lender in its reasonable discretion.
(4)
Based on amortizing debt service payments.  Based on the current interest only payments, the Underwritten NOI DSCR and Underwritten NCF DSCR are 2.06x and 1.87x, respectively.
 

 
TRANSACTION HIGHLIGHTS
Property.    Cable Business Park is a 13-building business park, including four flex industrial buildings, eight warehouse buildings and one mixed use building, totaling 283,123 sq. ft. of Class B flex industrial and airplane hangar space. The property, constructed in 2004 by the sponsor, is located on an 18.1 acre parcel of land in Upland, California. The four flex industrial buildings have a total of 22 units with five to six units in each building. The eight warehouse buildings have smaller office areas as a percentage of the building area and uses include auto body businesses, food distribution, beer production and aerospace manufacturing. The hangars are at grade level with the landing strip of Cable Airport and are above the flex industrial space. The 10 hangars total 56,400 sq. ft. (19.9% of NRA), but only account for 11.9% of the property’s gross rent. The hangar space is currently 100.0% occupied, with a waiting list to lease space, and strong average historic occupancy of 91.2% since 2008.
 
Location.    The property is located in the city of Upland in California’s Inland Empire, within San Bernardino County, approximately 38 miles east of Downtown Los Angeles and 28 miles north of Anaheim. Access to the business park is good along Dewey Way and Airport Drive which connect with Foothill Boulevard just south of the property. Foothill Boulevard is a major east/west thoroughfare connecting two of the area’s major freeways: Interstate 210 (1.5 miles north) and Interstate 15. Interstate 10, which is the Inland Empire’s main east/west thoroughfare, is 2.0 miles south of the property. Additionally, the property is located adjacent to the Cable Airport, a one-runway public airport that is owned by a partner of the sponsor.
 
Sponsors.    The sponsors and financial guarantors of the loan are Michael A. Polley and 1st Commercial Realty Group, Inc. Michael A. Polley is the President of 1st Commercial Realty Group, Inc. and has over 35 years of real estate consulting and management experience in retail, office, industrial and medical properties. 1st Commercial Realty Group, Inc. is a commercial property management company with over 30 years of experience managing retail, industrial, office & medical investments for private and institutional investors throughout the Western U.S. 1st Commercial Realty Group, Inc. currently manages over 24 million sq. ft. from 14 offices in the Western U.S. The markets that 1st Commercial Realty Group, Inc. currently serves include Portland, Las Vegas, Reno, Hawaii, Los Angeles, the Inland Empire, San Diego and Phoenix among several others.
 
THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
 
 
94

 
 
4491 Northwest 19th Street
Lauderhill, FL 33313
Collateral Asset Summary – Loan No. 14
Summit Palms Apartments
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$17,800,000
75.1%
1.40x
8.8%
 
Mortgage Loan Information
Loan Seller:
CCRE
Loan Purpose:
Refinance
Sponsor:
Efrem Harkham
Borrower:
Summit Palms Lauderhill, LLC
Original Balance:
$17,800,000
Cut-off Date Balance:
$17,800,000
% by Initial UPB:
2.2%
Interest Rate:
4.2935%
Payment Date:
6th of each month
First Payment Date:
January 6, 2015
Maturity Date:
December 6, 2024
Amortization:
360 months
Additional Debt:
None
Call Protection:
L(24), D(92), O(4)
Lockbox / Cash Management(1):
Springing Soft / Springing
 
Reserves
 
Initial
Monthly
Taxes:
$89,651
$44,825   
Insurance:
$110,145
$22,029   
Replacement:
$0
$7,333   
Required Repairs:
$29,688
NAP   
 
Financial Information
Cut-off Date Balance / Unit:
$50,568
 
Balloon Balance / Unit:
$40,594
 
Cut-off Date LTV:
75.1%
 
Balloon LTV:
60.3%
 
Underwritten NOI DSCR:
1.48x
 
Underwritten NCF DSCR:
1.40x
 
Underwritten NOI Debt Yield:
8.8%
 
Underwritten NCF Debt Yield:
8.3%
 
 
Property Information
Single Asset / Portfolio:
Single Asset
Property Type:
Mid Rise Multifamily
Collateral:
Fee Simple
Location:
Lauderhill, FL
Year Built / Renovated:
1973 / 2012-2014
Total Units:
352
Property Management:
Summit Property Group
Underwritten NOI:
$1,566,417
Underwritten NCF:
$1,478,417
Appraised Value:
$23,700,000
Appraisal Date:
October 14, 2014
 
Historical NOI(2)
Most Recent NOI:
$1,701,429 (T-12 October 31, 2014)
2013 NOI:
$597,376 (December 31, 2013)
2012 NOI:
NAV
 
Historical Occupancy(2)
Most Recent Occupancy:
90.3% (October 10, 2014)
2013 Occupancy:
69.7% (December 31, 2013)
2012 Occupancy:
NAV
(1)
A soft lockbox, in place cash management and an excess cash flow sweep will be triggered upon (i) any event of default, (ii) any borrower, principal, guarantor or property manager bankruptcy action or (iii) if the DSCR falls below 1.10x for four consecutive calendar quarters.
(2)
The borrower acquired the Summit Palms Apartments property at an REO sale in 2012 when the property was 11.0% occupied due to  mismanagement by the prior owner.  After acquisition, the borrower renovated the property for a cost of approximately $5.6 million and the property has been in the process of stabilizing as a result of the renovations.  As such, Historical NOI and Historical Occupancy prior to 2013 are not available.

TRANSACTION HIGHLIGHTS
Properties.    Summit Palms Apartments consists of 352 units located on an 9.7 acre site.  The development encompasses five four-story buildings with an average unit size of 1,170 sq. ft., and 502 surface parking spaces.  Summit Palms Apartments’ unit mix is comprised of 92 1-bedroom/1-bathroom units, 120 2-bedroom/1-bathroom units, 120 2-bedroom/2-bathroom units and 20 3-bedroom/2-bathroom units.  Property amenities include a clubhouse, pool and playground.
 
Renovation.    The borrower acquired the Summit Palms Apartments property in 2012 and has since invested over $5.6 million of capital improvements, including room renovations and common area renovations.  Since acquisition of the property in 2012, the borrower has increased occupancy from 11.0% to 90.3% as of October 10, 2014.  
 
Market.     As of Q3 2014, the Sunrise/Lauderhill multifamily market reported a vacancy rate of approximately 6.0%, as compared to the current physical vacancy rate at the Summit Palm Apartments property of 9.7%.
 
Sponsorship.    The sponsor, Efrem Harkham, is the founder and chairman of Luxe Worldwide Hotels, a Los Angeles based company that owns three hotels in Los Angeles, and L.E. Hotels, a hotel management company that currently manages 86 hotels worldwide.
 
THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
 
 
95

 
 
 
11906, 11910, 12010 Shawnee Mission Parkway
Shawnee, KS 66216
Collateral Asset Summary – Loan 15
10 Quivira Plaza
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$17,265,000
70.8%
1.53x
9.9%
 
Mortgage Loan Information
Loan Seller:
GACC
Loan Purpose:
Acquisition
Sponsor:
Alan C. Fox
Borrower:
10 Quivira Plaza 14 A, LLC
Original Balance:
$17,265,000
Cut-off Date Balance:
$17,265,000
% by Initial UPB:
2.1%
Interest Rate:
4.4000%
Payment Date:
6th of each month
First Payment Date:
December 6, 2014
Maturity Date:
November 6, 2024
Amortization:
Interest only for first 72 months; 360 months thereafter
Additional Debt:
None
Call Protection:
L(25), D(91), O(4)
Lockbox / Cash Management:
Hard / Springing
 
Reserves
 
Initial
Monthly
Taxes:
$22,637
$22,637   
Insurance(1):
$0
Springing   
Replacement(2):
$193,013
$3,633   
TI/LC(3):
$264,074
$7,217   
Required Repairs:
$10,625
NAP   
Lease Sweep(4):
$0
Springing   
Free Rent:
$194,435
$0   
Pad Completion:
$145,748
$0   
 
Financial Information
Cut-off Date Balance / Sq. Ft.:
$95
 
Balloon Balance / Sq. Ft.:
$89
 
Cut-off Date LTV:
70.8%
 
Balloon LTV:
66.0%
 
Underwritten NOI DSCR(5):
1.64x
 
Underwritten NCF DSCR(5):
1.53x
 
Underwritten NOI Debt Yield:
9.9%
 
Underwritten NCF Debt Yield:
9.2%
 
Property Information
Single Asset / Portfolio:
Single Asset
Property Type:
Anchored Retail
Collateral:
Fee Simple
Location:
Shawnee, KS
Year Built / Renovated:
1980 / 2014
Total Sq. Ft.:
181,611
Property Management:
ACF Property Management, Inc.
Underwritten NOI(6):
$1,705,845
Underwritten NCF:
$1,582,827
Appraised Value:
$24,400,000
Appraisal Date:
October 6, 2014
 
Historical NOI
Most Recent NOI(6):
$1,378,786 (T-12 August 31, 2014)
2013 NOI:
$1,155,163 (December 31, 2013)
2012 NOI:
$1,019,665 (December 31, 2012)
2011 NOI:
NAV
 
Historical Occupancy
Most Recent Occupancy:
96.4% (October 20, 2014)
2013 Occupancy:
88.9% (December 31, 2013)
2012 Occupancy:
88.9% (December 31, 2012)
2011 Occupancy:
88.9% (December 31, 2011)
(1)
The borrower will be required to deposit 1/12 of the annual insurance premiums into the insurance reserve if an acceptable blanket policy is no longer in place.
(2)
Replacement reserves are subject to a cap of $87,000.
(3)
TI/LC reserves are subject to a cap of $210,000.
(4)
On each monthly payment date during a lease sweep period, all excess cash flow will be deposited into the lease sweep reserve. A lease sweep period will commence upon (i) six months prior to the stated expiration of the Price Chopper lease, (ii) the date Price Chopper is required to give notice of its exercise of a renewal option, (iii) the date the Price Chopper lease is surrendered, cancelled, or terminated prior to its then current expiration date, (iv) the date that Price Chopper discontinues its business, (v) upon a default under the Price Chopper lease, or (v) the occurrence of a bankruptcy or other insolvency proceeding by Price Chopper. After the occurrence of a lease sweep period but prior to the lease sweep commencement date, the borrower may deliver to the lender a letter of credit in the amount of the lease sweep deposit amount in lieu of making a deposit into the lease sweep reserve.
(5)
Based on amortizing debt service payments. Based on the current interest only payments, Underwritten NOI DSCR and Underwritten NCF DSCR are 2.21x and 2.06x, respectively.
(6)
Underwritten NOI is significantly greater than Most Recent NOI due to the recent leasing of previously vacant and newly developed suites.
 
 
 
 
 
 
TRANSACTION HIGHLIGHTS
Collateral.    The 10 Quivira Plaza property is a recently renovated grocery anchored retail center in Shawnee, Kansas, a suburb of Kansas City. 10 Quivira Plaza was originally built in 1980 and renovated in 2014. The most recent renovation for $4.2 million (approximately $23 PSF) was part of a community improvement district plan that significantly improved the aesthetics and functionality of the center and included upgrades to the parking lot, facade and several pad sites. The current rent roll consists of 34 tenants in total, with two long term anchor tenants, Price Chopper and Westlake Hardware, each  of which have been in occupancy for over 30 years.
 
Sponsorship.    The sponsor of the borrower and the nonrecourse carve-out guarantor is Alan C. Fox. Mr. Fox has been a commercial real estate investor for over 40 years and currently owns 79 commercial properties across all property types.
 
Location.    10 Quivira Plaza is located at the hard corner of Quivira Road and Shawnee Mission Parkway, which is the main thoroughfare in the market and has a traffic count of 36,900 vehicles per day. There is a full interchange with Shawnee Mission Parkway and Interstate 435, a major expressway around the Kansas City Metro area, located three miles from the property. The Kansas City central business district is located 12 miles northeast of the 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.

 
96

 
 
12650 Ingenuity Drive
Orlando, FL 32826
Collateral Asset Summary – Loan No. 16
12650 Ingenuity Drive
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$17,000,000
63.9%
1.64x
10.8%
 
Mortgage Loan Information
Loan Seller:
Pillar
Loan Purpose:
Acquisition
Sponsor:
City Office REIT Operating Partnership, L.P.
Borrower:
CIO Research Park, Limited Partnership
Original Balance:
$17,000,000
Cut-off Date Balance:
$17,000,000
% by Initial UPB:
2.1%
Interest Rate:
4.4400%
Payment Date:
6th of each month
First Payment Date:
January 6, 2015
Maturity Date:
December 6, 2024
Amortization:
Interest only for first 60 months; 360 months thereafter
Additional Debt:
None
Call Protection:
L(24), D(92), O(4)
Lockbox / Cash Management(1):
Hard  / Springing
 
Reserves
 
Initial
Monthly
Taxes(2):
$0
$23,452   
Insurance:
$0
Springing   
Replacement:
$0
$2,075   
TI/LC(3):
$0
$10,375   
Major Tenant Sweep(4):
$0
Springing   
 
Financial Information
Cut-off Date Balance / Sq. Ft.:
$137
 
Balloon Balance / Sq. Ft.:
$125
 
Cut-off Date LTV:
63.9%
 
Balloon LTV:
58.4%
 
Underwritten NOI DSCR(5):
1.79x
 
Underwritten NCF DSCR(5):
1.64x
 
Underwritten NOI Debt Yield:
10.8%
 
Underwritten NCF Debt Yield:
9.9%
 
Property Information
Single Asset / Portfolio:
Single Asset
Property Type:
Suburban Office
Collateral:
Fee Simple
Location:
Orlando, FL
Year Built / Renovated:
1999 / NAP
Total Sq. Ft.:
124,500
Property Management:
Tower Realty Partners, Inc.
Underwritten NOI:
$1,836,846
Underwritten NCF:
$1,684,956
Appraised Value:
$26,600,000
Appraisal Date:
October 14, 2014
 
Historical NOI
Most Recent NOI:
$2,263,579 (T-12 May 31, 2014)
2013 NOI:
$2,247,878 (December 31, 2013)
2012 NOI:
$2,182,522 (December 31, 2012)
2011 NOI:
$2,119,054 (December 31, 2011)
 
Historical Occupancy
Most Recent Occupancy:
100.0% (December 6, 2014)
2013 Occupancy:
100.0% (December 31, 2013)
2012 Occupancy:
100.0% (December 31, 2012)
2011 Occupancy:
100.0% (December 31, 2011)
(1)
Cash management will be triggered upon (i) an event of default, (ii) if the DSCR falls below 1.15x until such time that the DSCR is at least 1.20x for two consecutive calendar quarters, or (iii) the commencement of a Lease Sweep Period.  “A Lease Sweep Period” shall commence (i) 24 months prior to the earliest stated expiration date of the Iowa College lease (dba Kaplan, Inc.) (the “Tenant” or “Kaplan”) or (ii) the Tenant “goes dark” in any space at the property other than the permitted dark space.
(2)
Monthly real estate tax collections from January 6, 2015 through March 6, 2015 will equal one-third of the annual real estate tax amount or $93,808. Thereafter, the monthly collection will equal 1/12 of the taxes the lender estimates will be paid during the next 12 months.
(3)
Upon the occurrence of the Iowa College Lease Rollover Reserve Trigger Event, the monthly deposit shall be increased by $500,000 per annum to a monthly amount of $52,042.  “Iowa College Lease Rollover Reserve Trigger Event” shall mean the occurrence of more than 32,000 sq. ft. of the demised premises under the Iowa College lease being either “dark” or sublet (excluding the Sedgwick Subleased Space).
(4)
The Major Tenant Sweep reserve will commence 24 months prior to the Tenant’s lease expiration in December 2021.  On-going TI/LC collections, inclusive of the cash flow sweep, are capped at $4.25 million, for which the borrower has the option to post a letter of credit in lieu of TI/LC collections and the cash flow sweep.
(5)
Based on amortizing debt service payments. Based on the current interest only payments, the Underwritten NOI DSCR and Underwritten NCF DSCR are 2.40x and 2.20x, respectively.
 
 
TRANSACTION HIGHLIGHTS
Property. 12650 Ingenuity Drive is a two story, 124,500 sq. ft. Class A office building located in the Central Florida Research Park (“CFRP”) in Orlando, Florida.
 
Tenancy. The property is 100.0% leased by Kaplan, Inc., a subsidiary of Graham Holding Company (NYSE: GHC; S&P: BBB; Moody’s: Baa3), through December 2021.  The property serves as a mission critical back office customer support center for all of Kaplan’s business lines and does not contain any classroom space.  Kaplan currently occupies the entire second floor (76,339 sq. ft.) and subleases 26,571 sq. ft. of the first floor space to Sedgwick Claims Management Services, Inc. through June 30, 2018 (the “Sedgwick Subleased Space”).  The remainder of the first floor space, 21,590 sq. ft., is dark.
 
Location. 12650 Ingenuity Drive is located in the CFRP, a 1,027 acre, master-planned park that has one of the largest clusters of modeling, simulation and training companies in the world along with its natural offshoots in lasers, optics, and other sciences. CFRP is the seventh largest research park in the United States with more than 100 companies located in a campus-like setting. CFRP tenants are involved with the University of Central Florida through technology transfer, research, faculty consultations, and graduate and undergraduate internships and part-time employment programs.
 
Sponsorship. City Office REIT (NYSE: CIO) (“CIO”) is a Vancouver based private equity fund that primarily targets office properties located in the United States. CIO’s portfolio currently includes 2.2 million sq. ft. in 20 office buildings located in Denver, Colorado, Orlando and Tampa, Florida, Boise, Idaho, Portland, Oregon, Allentown, Pennsylvania, and Dallas, Texas.
 
THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
 
 
97

 

Various
Amarillo, TX
Collateral Asset Summary – Loan No. 17
AHIP Amarillo Portfolio
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$16,000,000
50.8%
4.07x
19.5%
 
Mortgage Loan Information
Loan Seller:
GACC
Loan Purpose:
Acquisition
Sponsor:
American Hotel Income Properties REIT Inc.
Borrower:
AHIP TX Amarillo 6915 Properties LLC; AHIP TX Amarillo 6915 Enterprises LLC; AHIP TX Amarillo 8231 Properties LLC; AHIP TX Amarillo 8231 Enterprises LLC; AHIP TX Amarillo Airport Properties LLC;AHIP TX Amarillo Airport Enterprises LLC
Original Balance:
$16,000,000
Cut-off Date Balance:
$16,000,000
% by Initial UPB:
1.9%
Interest Rate:
4.2000%
Payment Date:
6th of each month
First Payment Date:
December 6, 2014
Maturity Date:
November 6, 2024
Amortization:
Interest only
Additional Debt:
None
Call Protection(1):
L(25), D(91), O(4)
Lockbox / Cash Management(2):
Hard / Springing
 
Reserves
 
Initial
Monthly
Taxes:
$323,896
$29,445   
Insurance(3):
$0
Springing   
FF&E(4):
$0
Springing   
Immediate Repairs:
$38,014
NAP   
PIP:
$400,000
 NAP   
 
Financial Information
Cut-off Date Balance / Room:
$54,608
 
Balloon Balance / Room:
$54,608
 
Cut-off Date LTV:
50.8%
 
Balloon LTV:
50.8%
 
Underwritten NOI DSCR(5):
4.58x
 
Underwritten NCF DSCR(5):
4.07x
 
Underwritten NOI Debt Yield:
19.5%
 
Underwritten NCF Debt Yield:
17.3%
 
Property Information
Single Asset / Portfolio:
Portfolio of three properties
Property Type:
Hospitality
Collateral:
Fee Simple
Location:
Amarillo, TX
Year Built / Renovated:
Various / NAP
Total Rooms:
293
Property Management:
ONE TX West Medical HI Management LLC;
ONE TX West Medical SI Management LLC;
ONE TX Airport FI Management LLC
Underwritten NOI:
$3,123,525
Underwritten NCF:
$2,770,824
Appraised Value:
$31,500,000
Appraisal Date:
September 1, 2014
 
Historical NOI
Most Recent NOI:
$3,037,249 (T-12 July 31, 2014)
2013 NOI:
$3,392,000 (December 31, 2013)
2013 NOI:
$2,179,000 (December 31, 2012)
 
Historical Occupancy
Most Recent Occupancy:
82.0% (July 31, 2014)
2013 Occupancy:
80.0% (December 31, 2013)
2012 Occupancy:
69.4% (December 31, 2012)
(1)
After the lockout period, the borrowers may obtain the release of an individual property upon a bona fide third-party sale provided, among other things, (i) the LTV for the remaining properties shall not exceed the lesser of the LTV immediately preceding such release and 50.8%, however this shall not apply if the debt yield for the remaining properties is greater than or equal to 15.0%, (ii) the DSCR for the remaining properties is not less than the greater of the DSCR immediately preceding the partial release and 2.73x, (iii) borrower partially defeases to the lender 120.0% of the allocated loan amount for the released property.
(2)
Cash management will be triggered (i) upon an event of default, (ii) if the DSCR falls below 1.20x until such time that the DSCR is at least 1.20x for two consecutive calendar quarters.
(3)
The borrowers have an acceptable blanket insurance policy. In the event the policy is no longer in effect, the borrowers will be required to reserve 1/12 of the required insurance premium.
(4)
FF&E reserves will be waived up until the monthly date in November 2015. In addition, the borrowers can post a letter of credit in lieu of the required FF&E reserve. The borrowers will be required to deposit 1/12 of 4.0% of prior year’s gross revenues.
(5)
Underwritten NOI DSCR & UW NCF DSCR based on the interest only debt service payment. Based on a 30-year amortization schedule, the UW NOI DSCR and UW NCF DSCR would be 3.33x and 2.95x, respectively.


TRANSACTION HIGHLIGHTS
Property.    The AHIP Amarillo Portfolio consists of three hotel properties containing a total of 293 guestrooms. The properties in the portfolio include the Holiday Inn Amarillo West Medical Center, the Sleep Inn & Suites West Medical Center and the Fairfield Inn & Suites Amarillo Airport. The Holiday Inn Amarillo West Medical Center is a four-story, 151-room, full service hotel that opened in 2011. The Sleep Inn & Suites West Medical Center is a three-story, 63-room, limited service hotel that opened in November 2009. The Fairfield Inn & Suites Amarillo Airport is a four-story, 79-room, limited service hotel that opened in June 2012. Based on the July 2014 STR report, the portfolio’s T-12 ADR, RevPAR and occupancy were $93.70, $77.30 and 82.7%, respectively. The portfolio’s ADR, RevPAR and occupancy penetration rates over the same time period were 92.0%, 104.9% and 114.0%, respectively.
 
Location.    All three properties are located in the city of Amarillo, Texas, which is a primary stop along the Ports to Plains Corridor, an existing highway corridor between the US-Mexico border and Denver, Colorado. The Ports to Plains Corridor is a major transportation route for goods between Mexico to the US and into Canada. Additionally, Amarillo is a major shipping and logistics hub due to two BNSF Railway lines which intersect in the city.
 
Sponsor.    The sponsor of the borrowers and the non-recourse carve-out guarantor is American Hotel Income Properties REIT Inc., which is the United States holding company for all of American Hotel Income Properties REIT LP’s (“AHIP”) US assets. AHIP is traded on the Toronto Exchange under the symbol HOT-UN.TO. American Hotel Income Properties REIT LP indirectly owns and acquires hotel properties in the United States. The initial portfolio is comprised of 32 hotel properties that provide railway crew accommodation and 24-hour food service in 19 states. As of June 30, 2014, American Hotel Income Properties REIT Inc. had a net worth of $150.8 million and liquidity of $29.5 million.
 
THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES 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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Florida and New Jersey
Collateral Asset Summary – Loan No. 18
Simply Self Storage Portfolio II
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$15,750,000
71.3%
1.52x
9.4%
 
Mortgage Loan Information
Loan Seller:
GACC
Loan Purpose:
Acquisition
Sponsor:
Kurt O’Brien
Borrower:
SSSP Acquisitions Neptune, LLC;
SSSP Acquisitions Palm Bay Road, LLC;
SSSP Acquisitions Cocoa, LLC;
SSSP Acquisitions Palm Bay, LLC
Original Balance:
$15,750,000
Cut-off Date Balance:
$15,750,000
% by Initial UPB:
1.9%
Interest Rate:
4.2600%
Payment Date:
6th of each month
First Payment Date:
December 6, 2014
Maturity Date:
November 6, 2019
Amortization:
Interest only for first 24 months; 360 months thereafter
Additional Debt:
None
Call Protection(1):
L(11), YM1(44), O(5)
Lockbox / Cash Management(2):
Springing Soft / Springing
 
Reserves
 
Initial
Monthly  
Taxes:
$15,086
$15,858  
Insurance(3):
$0
Springing  
Replacement:
$0
$4,727  
Required Repairs:
$179,188
NAP  
 
Financial Information
Cut-off Date Balance / Sq. Ft.:
 
$63
Balloon Balance / Sq. Ft.:
 
$60
Cut-off Date LTV:
 
71.3%
Balloon LTV:
 
67.6%
Underwritten NOI DSCR(4):
 
1.58x
Underwritten NCF DSCR(4):
 
1.52x
Underwritten NOI Debt Yield:
 
9.4%
Underwritten NCF Debt Yield:
 
9.0%
Property Information
Single Asset / Portfolio:
Portfolio of four properties
Property Type:
Self Storage
Collateral:
Fee Simple
Location:
Florida and New Jersey
Year Built / Renovated:
Various / NAP
Total Sq. Ft.:
249,306
Property Management:
Simply Storage Management, LLC
Underwritten NOI:
$1,474,573
Underwritten NCF:
$1,417,846
As is Appraised Value:
$22,100,000
As is Appraisal Date:
September 2014
 
Historical NOI
Most Recent NOI:
$1,452,924 (Various T-12 2014)
2013 NOI:
$1,326,017 (December 31, 2013)
2012 NOI:
NAV
2011 NOI:
NAV
 
Historical Occupancy(5)
Most Recent Occupancy:
86.2% (October 14, 2014)
2013 Occupancy:
NAV
2012 Occupancy:
NAV
2011 Occupancy:
NAV
(1)
The borrowers may obtain the release of an individual property upon third-party sale provided (i) the LTV ratio for the remaining properties does not exceed 72.1%, (ii) the DSCR for the remaining properties is not less than 1.49x, and (iii) prior to the open period, the borrowers pay to lender, the greater of 125% of the allocated loan amount for the released property or 100% of the allocated sales proceeds from the released property, together with the applicable prepayment fee.
(2)
A soft lockbox and cash management will be triggered upon (i) any event of default or (ii) failure of the borrowers to maintain a DSCR of at least 1.15x at the end of a calendar quarter until such time that the borrowers maintain a DSCR of at least 1.15x for two consecutive months.
(3)
The borrowers will be required to deposit 1/12 of the annual insurance premiums into the insurance reserve if an acceptable blanket policy is no longer in place.
(4)
Based on amortizing debt service payments. Based on the current interest only payments, the Underwritten NOI DSCR and Underwritten NCF DSCR are 2.17x and 2.08x, respectively.
(5)
Occupancy shown is based on the total square footage for the portfolio. Historical occupancy based on total square footage for the portfolio was unavailable. However, historical occupancy based on number of units in the portfolio was 85.0% as of December 31, 2013.

 
TRANSACTION HIGHLIGHTS
Cross-Collateralized Portfolio.    The Simply Self Storage Portfolio II properties are located in Palm Bay, Florida, Cocoa, Florida and Neptune, New Jersey. Approximately 76.2% of the Underwritten NCF is concentrated in the three Florida properties with the remaining 23.8% of Underwritten NCF coming from the New Jersey property. The Simply Self Storage Portfolio II properties reported an aggregate occupancy of 86.2% as of October 14, 2014.
 
Sponsorship.    Kurt O’Brien has approximately 20 years of experience in self storage and has amassed and sold storage portfolios to both Storage USA and Public Storage. After selling the Quorum Corporation (an apartment investment company), Mr. O’Brien created the 18th largest self storage operation in the United States which he later sold to Storage USA for $100 million. Mr. O’Brien then founded Simply Self Storage, which has become one of the largest privately held developers/operators of self storage facilities in the United States and Puerto Rico. Simply Self Storage, based in Orlando, Florida, has over 9.5 million sq. ft. of storage space among 100 self storage facilities across 17 states and Puerto Rico. Additionally, GACC previously closed a $27 million loan with the sponsor and Oaktree for a nine property self-storage portfolio in Florida, New Jersey, Illinois and Puerto Rico.
 
Sponsor Equity.    The sponsor provided $5.9 million of equity in connection with the purchase of the Simply Self Storage Portfolio II 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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Various, Guam
Collateral Asset Summary – Loan 19
Del Carmen Portfolio
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$14,976,637
50.1%
1.45x
11.5%
 
Mortgage Loan Information
Loan Seller:
UBSRES
Loan Purpose:
Refinance
Sponsor:
Ely Del Carmen
Borrower:
Del Carmen Investments 2014, LLC
Original Balance:
$15,000,000
Cut-off Date Balance:
$14,976,637
% by Initial UPB:
1.8%
Interest Rate:
5.5000%
Payment Date:
6th of each month
First Payment Date:
December 6, 2014
Maturity Date:
November 6, 2024
Amortization:
300 months
Additional Debt:
None
Call Protection:
L(25), D(91), O(4)
Lockbox / Cash Management(1):
Soft / Springing
 
Reserves
 
Initial
Monthly
Taxes:
$75,661
$8,798   
Insurance:
$46,538
$17,899   
Replacement:
$0
$10,400   
Required Repairs:
$240,136
NAP   
 
Financial Information
Cut-off Date Balance / Unit:
$36,002
 
Balloon Balance / Unit:
$27,446
 
Cut-off Date LTV:
50.1%
 
Balloon LTV:
38.2%
 
Underwritten NOI DSCR:
1.56x
 
Underwritten NCF DSCR:
1.45x
 
Underwritten NOI Debt Yield:
11.5%
 
Underwritten NCF Debt Yield:
10.7%
 
Property Information
Single Asset / Portfolio:
Portfolio of nine properties
Property Type:
Garden Multifamily
Collateral:
Fee Simple
Location:
Various, GU
Year Built / Renovated:
Various / NAP
Total Units:
416
Property Management:
Six D Enterprises, Inc.
Underwritten NOI:
$1,726,668
Underwritten NCF:
$1,601,868
Appraised Value:
$29,891,000
Appraisal Date:
July 1, 2014
 
Historical NOI
Most Recent NOI:
$1,776,281 (T-12 September 30, 2014)
2013 NOI:
$1,740,784 (December 31, 2013)
2012 NOI:
$1,791,294 (December 31, 2012)
2011 NOI:
$1,718,274 (December 31, 2011)
 
Historical Occupancy
Most Recent Occupancy:
94.2% (September 30, 2014)
2013 Occupancy:
92.2% (December 31, 2013)
2012 Occupancy:
92.3% (December 31, 2012)
2011 Occupancy:
92.4% (December 31, 2011)
(1)
Cash management will be triggered upon, among other things, (i) an event of default, (ii) any bankruptcy action of borrower, guarantor, Del Carmen Management Inc. or manager or (iii) the DSCR based on the trailing 12-month period falling below 1.20x.

 
TRANSACTION HIGHLIGHTS
Properties.    The Del Carmen Portfolio consists of nine market rate multifamily properties with a total of 416 units, all developed by the sponsor, located throughout Guam with various construction dates and amenities. As of the rent roll dated September 30, 2014, the Del Carmen Portfolio properties reported a total average occupancy of 94.2%. Since 2004, the sponsor has invested approximately $2.7 million in capital expenditures and soft costs into the Del Carmen Portfolio properties.
 
Market.    The island of Guam is an unincorporated United States territory and includes a total land area of 212 square miles. According to the appraisal, the residential market in Guam consists of three segments: subsidized military, subsidized Section 8 and the local market. The Del Carmen Portfolio properties are 98.1% occupied by local tenants, 0.2% by military tenants and 1.7% by Section 8 tenants. The appraisal reported occupancies for multifamily projects in primary areas of Guam ranged from 91% to 100%, and from 92% to 95% in secondary areas.
 
Sponsorship.    Ely Del Carmen is the founder and president of Del Carmen Investments, LLC. The Del Carmen family has also developed all of the properties within the Del Carmen Portfolio properties. Del Carmen Investments, LLC was founded in 1970 and has developed into a company with over 450 residential units located throughout Guam. The Del Carmen family is one of the largest private owners of real estate on the island of Guam. The sponsor contributed additional cash equity of approximately $4.6 million at closing in order to pay off existing debt of approximately $18.1 million.
 
THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES 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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1723-1745 Manhattan Boulevard
Harvey, LA 70058
Collateral Asset Summary – Loan No. 20
Manhattan Place
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$13,875,000
73.0%
1.94x
11.3%
 
Mortgage Loan Information
Loan Seller:
GACC
Loan Purpose:
Acquisition
Sponsor(1):
Natin Paul; World Class Capital Group, LLC
Borrower:
WC Manhattan Place Property, LLC
Original Balance:
$13,875,000
Cut-off Date Balance:
$13,875,000
% by Initial UPB:
1.7%
Interest Rate:
3.7000%
Payment Date:
6th of each month
First Payment Date:
December 6, 2014
Maturity Date:
November 6, 2019
Amortization:
Interest only for first 24 months; 360 months thereafter
Additional Debt:
None
Call Protection:
L(25), D(31), O(4)
Lockbox / Cash Management(2):
Hard / Springing
 
Reserves
 
Initial
Monthly
Taxes:
$191,217
$17,763   
Insurance:
$57,460
$9,577   
Replacement:
$135,000
$2,289   
TI/LC(3):
$0
$8,499   
Former Ashley Stewart:
$457,000
$0   
Lease Sweep(4):
$0
Springing   
 
Financial Information
Cut-off Date Balance / Sq. Ft.:
$101
 
Balloon Balance / Sq. Ft.:
$95
 
Cut-off Date LTV:
73.0%
 
Balloon LTV:
68.9%
 
Underwritten NOI DSCR(5):
2.05x
 
Underwritten NCF DSCR(5):
1.94x
 
Underwritten NOI Debt Yield:
11.3%
 
Underwritten NCF Debt Yield:
10.7%
 
Property Information
Single Asset / Portfolio:
Single Asset
Property Type:
Anchored Retail
Collateral:
Fee Simple
Location:
Harvey, LA
Year Built / Renovated:
2002 / NAP
Total Sq. Ft.:
137,315
Property Management:
Greenstar Property Management, LLC
Underwritten NOI:
$1,567,410
Underwritten NCF:
$1,489,439
Appraised Value:
$19,000,000
Appraisal Date:
August 6, 2014
 
Historical NOI
Most Recent NOI:
$1,578,841 (T-12 July 31, 2014)
2013 NOI:
$1,698,183 (December 31, 2013)
2012 NOI:
$1,841,736 (December 31, 2012)
2011 NOI:
$1,971,821 (December 31, 2011)
 
Historical Occupancy
Most Recent Occupancy:
86.1%   (November 14, 2014)
2013 Occupancy:
93.7%   (December 31, 2013)
2012 Occupancy:
94.9%   (December 31, 2012)
2011 Occupancy:
100.0%   (December 31, 2011)
(1)
The sponsor is related to the sponsor under the mortgage loan identified on Annex A-1 to this prospectus supplement as Westpark Plaza, which has a Cut-off Date Balance of $10,000,000.
(2)
Cash management will be triggered (i) upon an event of default, (ii) if the DSCR falls below 1.20x until such time that the DSCR is at least 1.25x for two consecutive calendar quarters or (iii) upon the commencement of a Major Tenant Excess Cash Flow Sweep (as defined in the loan documents).
(3)
TI/LC reserves are subject to a cap of $250,000.
(4)
On each month during a Major Tenant Excess Cash Flow Sweep, the borrower is required to deposit all excess cash into the Lease Sweep reserve.
(5)
Based on amortizing debt service payments. Based on the current interest only payments, the Underwritten NOI DSCR and Underwritten NCF DSCR are 3.01x and 2.86x, respectively.

 
TRANSACTION HIGHLIGHTS
Collateral.    The Manhattan Place property is a 137,315 sq. ft. anchored retail center located in Harvey, Louisiana. The Manhattan Place property is shadow anchored by Target and anchored by Ross Dress for Less (22.0% NRA), Stage (20.4% NRA) and K&G Fashion Superstore (14.6% NRA) and is 86.1% occupied as of November 14, 2014. There are four separately owned pads in the center occupied by IHOP, Raising Cane’s, Chili’s and Regions Bank. The Manhattan Place property has 835 surface parking spaces, generating a parking ratio of 6.52 spaces per 1,000 sq. ft. of NRA.
 
Sponsorship.    The sponsor of the borrower and the nonrecourse carve-out guarantor is World Class Capital Group, LLC. World Class Capital Group, LLC is a private investment firm based in Austin, Texas, which focuses on opportunistic real estate and private equity investments throughout the United States. World Class Capital Group, LLC currently owns and manages 53 assets worth an estimated $555 million. Natin Paul is the President, Chief Executive Office, Founder and sole owner of World Class Capital Group, LLC.
 
Location.    The Manhattan Place property is located on Manhattan Boulevard, a 2.5 mile retail corridor in New Orleans’ West Bank, which has a daily traffic count in excess of 46,000 cars. In immediate proximity to the Manhattan Place property are five other shopping centers totaling 772,254 sq. ft. and Oakwood Shopping Center, a regional mall totaling 952,000 sq. ft. Retailers at these sites include Wal-Mart, Lowe’s, Target, Sam’s Club, AMC Theatres, Bed Bath & Beyond, PetSmart, Marshall’s, Office Depot, Best Buy and Barnes & Noble. Regional access to the Manhattan Place property is provided by the Pontchartrain Expressway (Interstate 10) which is located less than a mile north via Manhattan Boulevard.
 
THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES 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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STATEMENT REGARDING ASSUMPTIONS AS TO
SECURITIES, PRICING ESTIMATES AND OTHER INFORMATION
 
This material is for your information, and none of Deutsche Bank Securities Inc., Cantor Fitzgerald & Co., KeyBanc Capital Markets Inc., Natixis Securities Americas LLC, Guggenheim Securities, LLC and CastleOak Securities, L.P., (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.
 
Neither this document nor anything contained herein shall form the basis for any contract or commitment whatsoever. The information contained herein is preliminary as of the date hereof. These materials are subject to change, completion or amendment from time to time.  The information contained herein will be superseded by similar information delivered to you as part of the offering document relating to the COMM 2014-CCRE21 Mortgage Trust, Commercial Mortgage Pass-Through Certificates (the “Offering Document”).  The Information supersedes any such information previously delivered.  The information should be reviewed only in conjunction with the entire 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.
 
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 Underwriters or any of their respective affiliates makes 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.
 
This document contains forward-looking statements. Those statements are subject to certain risks and uncertainties that could cause the success of collections and the actual cash flow generated to differ materially from the information set forth herein. While such information reflects projections prepared in good faith based upon methods and data that are believed to be reasonable and accurate as of the dates thereof, the depositor undertakes no obligation to revise these forward-looking statements to reflect subsequent events or circumstances. Individuals should not place undue reliance on forward-looking statements and are advised to make their own independent analysis and determination with respect to the forecasted periods, which reflect the issuer’s view only as of the date hereof.
 
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 Any legends, disclaimers or other notices that may appear at the bottom of the email communication to which this free writing prospectus is attached relating to (1) these materials not constituting an offer (or a solicitation of an offer), (2) no representation being made that these materials are accurate or complete and may not be updated or (3) these materials possibly being confidential, are not applicable to these materials and should be disregarded.  Such legends, disclaimers or other notices have been automatically generated as a result of these materials having been sent via Bloomberg or another system.