EX-4 2 k02383exv4.htm EX-4 exv4
EXHIBIT 4
June 25, 2010 CRESCENDO Investment Corporation Japan Single-residence REIT Inc. Explanation of the merger between CIC and JSR Rule 802 Legend This exchange offer or business combination is made for the securities of a foreign company. The offer is subject to disclosure requirements of a foreign country that are different from those of the United States. Financial statements included in the document, if any, have been prepared in accordance with foreign accounting standards that may not be comparable to the financial statements of United States companies. It may be difficult for you to enforce your rights and any claim you may have arising under the federal securities laws, since the issuer is located in a foreign country, and some or all of its officers and directors may be residents of a foreign country. You may not be able to sue a foreign company or its officers or directors in a foreign court for violations of the U.S. securities laws. It may be difficult to compel a foreign company and its affiliates to subject themselves to a U.S. court's judgments. You should be aware that the issuer may purchase securities otherwise than under the exchange offer, such as in open market or privately negotiated purchases.


 

Table of Contents Background of the Merger Overview of the Merger Growth Strategy after the Merger Overview of New Corporation after the Merger These materials are distributed for information purposes only and not for the purpose of offering, solicitation or sale of any specific products. These materials include forward-looking statements. Such statements shall not be, however, the promise of any future business performance, management results, financial position, or other matters. In addition, the accuracy and validity of the contents of these materials are not guaranteed. Please be aware that the contents of these materials are subject to change or abolishment without notice. The contents contained in these materials may not be copied or used for other purposes. 2


 

1. Background of the Merger


 

Measures taken by CIC and HEIWA Strengthened Sponsorship by HEIWA Establishment of Support by HEIWA Enhanced Credit Base and Strengthened Real Estate Management Expertise ^ Change of trade name of Canal Investment Trust Co., Ltd. (scheduled for July 1, 2010) ^^- HEIWA REAL ESTATE Asset Management CO., LTD. Asset scale before Merger: approximately ¥96.9 billion* Asset scale after Merger: approximately ¥145 billion* Further expansion of asset scale of CIC Achievement of Medium to Long Term Growth Road Map to Medium to Long Term Growth Strengthening of financial base Acquisition of properties with support from HEIWA Improvement of portfolio quality Achievement of external and internal growth Acquisition of all shares of the asset management company - On October 19, 2009, HEIWA'S shareholding ratio in Canal Investment increased from 29.22% to 100%. Dispatch of directors and statutory auditors to the asset management company - Currently, a total of 6 officers, including the president and representative director, 2 full-time directors, 2 part-time directors, and 1 part-time statutory auditor, have been dispatched by HEIWA to the asset management company as a measure to strengthen governance. Subscription of units of CIC by way of third-party allotment (approximately ¥3 billion) - HEIWA shows a commitment as the largest investor holding approximately 20.0%* of units issued. ^ Support for acquisition of properties ^^ - On March 29, 2010, Kayabacho HEIWA Building was acquired from HEIWA (for ¥4.79 billion). ^ - NOI yield : 7.33% ( occupancy ratio: 100%) ^ Support for internal growth ^ - Improved occupancy ratio: from 87.74% (as of November 30, 2009) to 91.48% (as of May 31, ^ ^^2010) ^ Financial support ^- New borrowings from 3 financial institutions including new borrowing from Sumitomo Mitsui ^^Banking Corporation (¥8.5 billion as of October 27, 2009) ^- Improved credit rating (assigned by R&I): from BB+ to BBB (as of November 13, 2009) ^- Resolution of notes on going concern (as of January 21, 2010) ^- Borrowings of ¥2 billion from Aozora Bank, Ltd. and Resona Bank, Limited (as of March 29, ^^2010) The asset scale before the Merger is the aggregate purchase price of CIC's assets before the Merger (including the purchase price of Kayabacho HEIWA Building), and the asset scale after the Merger is the total of the asset scale before the merger and the appraisal value for JSR's assets as of the end of January 2010. The ratio of units of CIC held by HEIWA (approximately 20.0%) includes the ratio of units held through Canal Investment. Note: 4


 

Background and Purpose of the Merger Increase of financing costs due to credit uncertainty of its sponsors Financial instability arising from short duration of loans Deterioration in investor confidence due to expected non- distribution of dividends for the current fiscal period Strategic move to seek future expansion of the asset scale Establishment of sponsor support from HEIWA Desire for further growth as multi-sector REIT (1) To further improve presence in the J-REIT sector by expanding the asset scale (2) To offset loss on sale of properties by utilizing negative goodwill, and to achieve balance sheet restructuring without reducing the level of distributions (3) To reduce financing costs by improving the creditworthiness of JSR (4) To achieve reduced book value and to improve the NOI yield by acquiring assets at market value pursuant to the purchase method (5) To reinforce management expertise for residential properties CRESCENDO Investment Corporation (CIC) Background Japan Single-residence REIT Inc. (JSR) Purpose 5 Resolution of unrealized loss of properties Need to strengthen profitability Average occupancy ratio: 91.48% (as of May 31, 2010) Average age: 13.7 years (as of May 31, 2010) NOI yield: 4.46% (fiscal year ended November 2009) Deterioration of financial base due to deterioration in creditworthiness of sponsors Improved creditworthiness through sponsorship from HEIWA Securement of stable suppliers of properties (properties held or developed by HEIWA) Stable cash flow supported by high quality properties Average occupancy ratio: 94.43% (as of May 31, 2010) Average age: 5.7 years (as of May 31, 2010) NOI yield: 4.77% (fiscal year ended January 2010) Strengths Tasks/ Weaknesses Mutually Supplemented through Merger


 

2. Overview of the Merger


 

The first end of Fiscal Period after Merger (scheduled) Overview of the Merger Absorption-type merger HEIWA Canal Investment (HEIWA REAL ESTATE Asset Management CO, LTD. ) CIC (Surviving Corporation ) JSAM JSR (Dissolving Corporation ) Shareholding Ratio ^100% Structure of the Merger The asset management agreement Overview of the Merger Apamanshop Sublease Co., Ltd. Lehman Brothers Investments Japan Inc. K.K. daVinci Holdings Acquisition of Shares of JSAM Schedule for the Merger June 21, 2010 September 1, 2010 October 1, 2010 November 30, 2010 Execution of the Merger Agreement for REITs Execution of Share Purchase Agreements for JSAM shares Decision of Unit Split Date of general meeting of unitholders of JSR (scheduled) Date of general meeting of unitholders of CIC (scheduled) Effective date of the Merger (scheduled) Effective date of Unit Split (scheduled) Completion of approval at general meetings of unitholders of both CIC and JSR, other procedures pursuant to applicable laws and ordinances, and acquisition of required permits and approvals required in relation to the Merger or in order to implement the matters contemplated in connection with the Merger. Completion of refinancing or changes to the terms of JSR's loans that are reasonably satisfactory to CIC or presented by JSR in advance. Compliance with obligations under loan agreements, trust agreements and other agreements with third parties to which JSR and CIC are parties, completion of remedy of any breach of financial covenants or other provisions, if any, and obtainment of any necessary consents or other approvals by counterparties and other parties with respect to the Merger under agreements with third parties. Termination of asset management agreement, asset custody agreement and general administration agreements executed by JSR with JSAM, JSR's asset custodian and general administration companies, all likely on the condition that the Merger becomes effective. Amendment or termination of property management agreement and other agreements with third parties executed by JSR completely or likely, as CIC considers reasonably necessary. Reasonable confirmation by CIC and JSR that the procedures for filing Form F-4 are not necessary for the Merger under the U.S. Securities Act of 1933, as amended. Confirmation by CIC and JSR that no positive goodwill is recognized upon the Merger (including agreement on the measures by which no positive goodwill is recognized), and agreement on the appropriate method of amortization of the negative goodwill to be carried out by CIC after the Merger. Major Conditions Precedent in order for the Merger to Become Effective 7 Unitholding Ratio 19.38% ^ 15.11% Unitholding Ratio 0.48% ^ 0.37% September 17, 2010 September 2, 2010 Acquisition Date for JSAM shares (scheduled) Make wholly-owned subsidiary Delisting date of JSR's investment units (scheduled) September 28, 2010 Method of Merger : Absorption-type merger whereby CIC will be the surviving corporation and JSR will be the absorbed corporation Merger ratio: CIC:JSR = 1:0.75 Resolution for approval of Merger : Approval of Merger Agreement by the affirmative vote of at least two thirds of unitholders at JSR's general meeting of unitholders is required. Unit split: 4-for-1 unit split for units of CIC (Merger ratio after unit split CIC:JSR=1:3, 3 units (post-unit split) of CIC per 1 unit of JSR will be allotted)


 

3. Growth Strategy after the Merger


 

Significance of Merger 9 Expand Asset Scale Improve Portfolio Quality Improve Liquidity of Investment Units Improve degree of recognition and brand power through expansion of asset scale Current asset scale of CIC will expand from approximately ¥96.9 billion* to ¥145 billion Risk diversification and stabilization of profits by diversification across property types Offices 35.9%, Residential 61.1%, Hotels 3.0%* Synergy achieved by efficient operation Negative goodwill of approximately ¥11.4 billion* (trial calculation) Ability to replace properties strategically and flexibly under long-term vision Negative goodwill applied to any loss on sale Desire increased trading volume and stabilized units price through expansion of asset scale, unit split, and issue of new units upon Merger Desire expansion of investors through decline in transaction price following unit split Note: Dramatic improvement of status in J-REIT market The asset scale before the Merger is the aggregate purchase price of CIC's assets before the Merger (including the purchase price of Kayabacho HEIWA Building). The asset scale after the Merger is the total amount of the asset scale of CIC before the Merger and the appraisal value of JSR's assets as of the end of January 2010. Such asset scale, taking into account the application of the purchase method, is calculated based on the acquisition price, which is assumed to be the appraisal value for JSR's assets as of the end of January 2010, and the aggregate purchase price of CIC's assets before the Merger (including the purchase price of Kayabacho HEIWA Building). The expected negative goodwill is based on a trial calculation made by CIC and JSR using the appraisal value for JSR's asset as of the end of January 2010 and the closing price of investment units of CIC as of June 24, 2010, and not audited. The result under the trial calculation is not guaranteed, and may change significantly due to a fluctuation in the real estate appraisal value or unit price on the day immediately preceding the effective date of the Merger, or due to other circumstances.


 

359 559 917 1,018 1,019 1,019 921 969 968 541 493 292 312 351 1,450 566 566 566 566 566 522 566 0 500 1,000 1,500 2,000 2,500 3,000 05/5 05/11 06/1 06/5 06/7 06/11 07/1 07/5 07/7 07/11 08/1 08/5 08/7 08/11 09/1 09/5 09/7 09/11 10/1 Before the Merger (10/5) Proforma after the Merger Expansion of Asset Scale CIC JSR (Hundred million yen) Growth Scenario after the Merger Fiscal Period of CIC Fiscal Period of JSR Expansion of Asset Scale by the Merger Further Expansion of Asset Scale by External growth Expansion of Asset Scale by the Merger 10 Note: The asset scale before the Merger is the aggregate purchase price of CIC's assets before the Merger (including the purchase price of Kayabacho HEIWA Building). The asset scale after the Merger is the total amount of the asset scale of CIC before the Merger and the appraisal value of JSR's assets as of the end of January 2010. For Medium to Long Term Growth of CIC Portfolio Restructuring Resolution of unrealized loss of properties and improvement in quality of properties Purchase of new properties Stabilization of Financial Base Realization of appropriate LTV levels Strengthening of bank formation Improving Profitability Improvement of portfolio occupancy ratio Reduction of financial cost Maintenance and Improvement of Unit Price Improvement of liquidity of investment units Strengthening of IR activities Medium to Long Term Growth in EPS Increase in Unit Price


 

Change in CIC's Position in J-REIT Market Source : The Association for Real Estate Securitization Note : As of the end of most recent fiscal period (including the purchase price of Kayabacho HEIWA Building.) ^The asset scale, taking into account the application of the purchase method, is calculated based on the appraisal value of JSR's assets as of the end of January 2010 as a market value. 11 CIC ranks higher in 22nd place out of 37 issues in the J-REIT market following the Merger 1,450 969 566 0 1,000 2,000 3,000 4,000 5,000 6,000 7,000 8,000 NBF JRF JRE NOF ADR JPR ORIX MTR DAO NCI KRI UUR MHR BLI TRE NAF JEX FRI TOP MID PIC (after the Merger) CIC NRF GOR JLF HRI FRC JOI JRH JOR CIC IIF JHR INV PRI JSR SPR NHF FCR (Hundred million yen)


 

Others 8.7% Nagoya 3.7% Fukuoka 7.5% Kyoto 8.5% Osaka 10.7% The Tokyo metropolitan area 3.8% 23 wards in Tokyo 57.0% Change in Portfolio Composition by the Merger CIC JSR Pro Forma of CIC after the Merger Usage (Based on acquisition price ) Occupancy ratio NOI Yield Area (Based on acquisition price ) Number of Properties Held Note:^ Occupancy ratio is as of the end of May, 2010 and NOI yield is as of the end of latest fiscal period. The pro forma of CIC after the Merger, taking into account the application of the purchase method, is calculated based on the acquisition price, which is assumed to be the appraisal value for JSR's assets as of the end of January 2010, and the aggregate purchase price of CIC's assets before the Merger (including the purchase price of Kayabacho HEIWA Building). 47 43 90 4.46% 4.77% 4.81% 91.48% 94.43% 92.81% 12 Offices 53.7% Residences 46.3% Hotels 8.2% Residences 91.8% Hotels 3.0% Offices 35.9% Residences 61.1% 23 wards in Tokyo 76.2% The Tokyo metropolitan area 15.1% Kobe 8.7% 23 wards in Tokyo 70.2% The Tokyo metropolitan area 11.4% Kobe 5.8% Osaka 3.3% Kyoto 2.8% Others 3.0% Nagoya 1.3% Fukuoka 2.3%


 

Utilizing Negative Goodwill Assets Acquired (Market Value) Liabilities Assumed (Market Value) Consideration for Merger Other Costs relating to Merger Assets (Book Value) Liabilities (Book Value) Net Assets Balance Sheet of JSR Before Merger Market Valuation of JSR's Assets and Liabilities Upon Application of Purchase Method Negative Goodwill 13 ^ Market Value of Assets and Liabilities of JSR, Merged Investment Corporation, pursuant to Purchase Method -Purchase method applied because the Merger falls under an "acquisition." -The book value of approximately ¥56.2 billion of the Real estate to be acquired from JSR is exchanged to the market value of approximately ¥48.1 billion.* ^ Generation of Negative Goodwill -Negative goodwill is generated because consideration for the Merger is less than the difference between assets acquired and liabilities assumed. -Amount of negative goodwill to be generated: approximately 11.4 billion yen.* Negative Goodwill = Assets Acquired (Market Value) - Liabilities Assumed (Market Value) - Consideration for Merger - Costs relating to Merger ^ Accounting and Tax Treatment for Negative Goodwill -Negative goodwill is recorded as extraordinary profits in the profit and loss statement in the fiscal period immediately after the Merger. -Negative goodwill is exempt from tax because it is not regarded as income for tax purposes. -To meet the conduit requirement (requirement to distribute distributable income in excess of 90%), negative goodwill is amortized (i) equally over the period of 100 years (100-nen kinto kasan hoshiki) (in principle) or (ii) when a tied land is disposed (tochi himotsuki hoshiki) for tax purposes. -By utilizing negative goodwill, dividends can be equalized even in the case that unexpected situations like the loss on sale of properties occurred. * For the market value of the assets acquired from JSR, it is assumed that JSR's assets are acquired for the appraisal value as of the end of January 2010. The expected negative goodwill is based on a trial calculation made by CIC and JSR using the appraisal value for JSR's asset as of the end of January 2010 and the closing price of investment units of CIC as of June 24, 2010, and not audited. The result under the trial calculation is not guaranteed, and may change significantly due to a fluctuation in the real estate appraisal value or unit price on the record date being the day immediately preceding the effective date of the Merger, or due to other circumstances.


 

Overview of New Corporation after Merger


 

Status of Surviving Corporation 15 Name Executive Director Date of Incorporation Total Number of Units Issued End of Fiscal Period Name of Asset Management Company Address of Asset Management Company Address Unitholder's Capital CRESCENDO Investment Corporation Masaaki Higashihara January 31, 2002 695,897 units(After CIC unit split) May and November HEIWA REAL ESTATE Asset Management CO., LTD. 5-1, Atago 2-chome, Minato-ku, Tokyo Title and Name of Representative of Asset Management Company Takaya Ichikawa, Representative Director and President 5-1, Atago 2-chome, Minato-ku, Tokyo Undetermined; to be announced once confirmed Note: Canal Investment plans to change its trade name to HEIWA REAL ESTATE Asset Management CO., LTD. on July 1, 2010. Supervisory Directors Kazutoshi Otsubo, Eiichiro Yokoyama, Takashi Sugiura


 

Interest Bearing Debt 16 Lender Outstanding Balance (million yen) Interest Rate Due Date Remarks Short-term Borrowings Aozora Bank, Ltd. Sumitomo Mitsui Banking Corporation Resona Bank, Limited. 8,458 1.87273% October 27, 2010 Secured Unguaranteed Long-term Borrowings Aozora Bank, Ltd. Resona Bank, Limited. The Norinchukin Bank The Nishi-Nippon City Bank, Ltd. Sompo Japan Insurance Inc. The Hokkaido Bank, Ltd. 6,965 1.71500% October 29, 2010 Secured Unguaranteed Long-term Borrowings Aozora Bank, Ltd. Resona Bank, Limited. 7,960 2.08500% October 31, 2012 Secured Unguaranteed Long-term Borrowings Aozora Bank, Ltd. 4,577 1.62636% October 31, 2011 Secured Unguaranteed Long-term Borrowings Aozora Bank, Ltd. Resona Bank, Limited. 2,000 1.82636% October 31, 2012 Secured Unguaranteed Corporate Bonds - 10,000 2.17000% October 31, 2012 Unsecured Unguaranteed Total - 39,960 - CIC Interest Bearing Debt (As of May 31, 2010) JSR Interest Bearing Debt (As of May 31, 2010) Lender Outstanding Balance (million yen) Interest Rate Due Date Remarks Short-term Borrowings The Chuo Mitsui Trust and ^Banking Company, Limited Aozora Bank, Ltd. Mizuho Trust & Banking ^co., Ltd. Sumitomo Mitsui Banking Corporation The Bank of Tokyo-^Mitsubishi UFJ, Ltd. Resona Bank, Limited. 10,554 1.72464% August 31, 2010 Secured Unguaranteed Short-term Borrowings Aozora Bank, Ltd. 6,130 2.22462% August 31, 2010 Secured Unguaranteed Short-term Borrowings The Musashino Bank,Ltd. 519 1.94455% September 30, 2010 Secured Unguaranteed Long-term Borrowings due within one year GE Japan Corporation 13,250 4.16188% June 30, 2010 Secured Unguaranteed Total - 30,454 - Pro Forma of CIC after the Merger 10,000 16,684 15,423 4,577 9,960 13,250 519 0 5,000 10,000 15,000 20,000 25,000 6 7 8 9 10 11 12 1 2 3 4 5 6 7 8 9 10 11 12 1 2 3 4 5 6 7 8 9 10 11 12 After 2013 CIC Borrowings CIC Corporate Bonds JSR Borrowings 2010 2011 2012 (million yen) 10/1 Effective date of the Merger (scheduled)


 

Major Unitholders Note:^Based on information on major unitholders on the record of unitholders register as of the end of the most recent financial periods. Calculated taking into consideration 4-for-1 unit split and merger ratio of CIC : JSR = 1 : 0.75. Pro Forma of CIC after the Merger CIC JSR No Name Number of units held (shares) Share of total units issued (%) 1 HEIWA REAL ESTATE CO.,LTD. 25,573 19.39% 2 MSREF VI RIVER FIVE, LIMITED 20,640 15.65% 3 NIKKO CITI TRUST AND BANKING CORPORATION (INVESTMENT TRUST ACCOUNT) 10,393 7.88% 4 JAPAN TRUSTEE SERVICES BANK, LTD. (TRUST ACCOUNT) 6,117 4.64% 5 MORGAN STANLEY & CO. INTERNATIONAL PLC 5,163 3.91% 6 MSREF VI RIVER SIX, LIMITED JAPAN 4,940 3.75% 7 GOLDMAN SACHS INTERNATIONAL 4,445 3.37% 8 DEUTSCHE BANK AG LONDON-PB NON-TREATY CLIENTS 613 3,555 2.70% 9 THE MASTER TRUST BANK OF JAPAN, LTD. (TRUST ACCOUNT) 2,972 2.25% 10 UBS AG LONDON A/C IPB SEGREGATED CLIENT ACCOUNT 2,401 1.82% Total Total 86,199 65.36% Total number of units issued outstanding Total number of units issued outstanding 131,891 100.00% No Name Number of units held (shares) Share of total units issued (%) 1 PROSPECT JAPAN FUND LIMITED 5,554 9.90% 2 NIKKO CITI TRUST AND BANKING CORPORATION (INVESTMENT TRUST ACCOUNT) 4,391 7.83% 3 PERMAL LONG FUNDS - JAPAN FUND 3,479 6.20% 4 GOLDMAN SACHS INTERNATIONAL 2,794 4.98% 5 CGML - LONDON EQUITY 2,761 4.92% 6 STATE STREET BANK AND TRUST COMPANY 505200 2,208 3.94% 7 JAPAN TRUSTEE SERVICES BANK, LTD. (TRUST ACCOUNT) 2,119 3.78% 8 BBH FOR OPPENHEIMER QUEST INTERNATIONAL VALUE FUND 1,933 3.44% 9 THE OKINAWA KAIHO BANK, LTD. 1,825 3.25% 10 MINAMI NIPPON BANK, LTD. 1,571 2.80% Total Total 28,635 51.03% Total number of units issued outstanding Total number of units issued outstanding 56,111 100.00% No Name Number of units held (shares) Share of total units issued (%) 1 HEIWA REAL ESTATE CO.,LTD. 102,292 14.70% 2 MSREF VI RIVER FIVE, LIMITED 82,560 11.86% 3 NCT TRUST AND BANKING CORPORATION (INVESTMENT TRUST ACCOUNT) 54,745 7.87% 4 JAPAN TRUSTEE SERVICES BANK, LTD. (TRUST ACCOUNT) 30,825 4.43% 5 GOLDMAN SACHS INTERNATIONAL 26,162 3.76% 6 PROSPECT JAPAN FUND LIMITED 21,006 3.02% 7 MORGAN STANLEY & CO. INTERNATIONAL PLC 20,652 2.97% 8 MSREF VI RIVER SIX, LIMITED JAPAN 19,760 2.84% 9 DEUTSCHE BANK AG LONDON-PB NON-TREATY CLIENTS 613 14,220 2.04% 10 THE MASTER TRUST BANK OF JAPAN, LTD. (TRUST ACCOUNT) 11,888 1.71% Total Total 379,766 54.57% Total number of units issued outstanding Total number of units issued outstanding 695,897 100.00% 17


 

CIC Main Portfolio Kayabacho HEIWA Building Hatchobori SF Building NV Tomioka Building Kokusai Tameike Building Landstage Shirokanetakanawa Mirum Wakabayashi Koen Office Chuo-ku, Tokyo Lot Area : 811.59^ Total Floor Area :5,038.57^ Office Koto-ku, Tokyo Lot Area : 748.36^ Total Floor Area :4,558.01^ Office Chuo-ku, Tokyo Lot Area : 533.05^ Total Floor Area : 3,386.85^ Office Minato-ku, Tokyo Lot Area : 533.32^ Total Floor Area :3,089.73^ Residence Setagaya-ku, Tokyo Lot Area : 2,949.17^ Total Floor Area :6,689.03^ Residence Minato-ku, Tokyo Lot Area : 922.21^ Total Floor Area :5,282.41^ 18


 

CIC Portfolio No.1 Usage Property Names Addresses Acquisition Prices (mm yen) Book Value (mm yen) Appraised Value (mm yen) Occupancy ratio (as of the end of May, 2010) Constructed Office Asahi Life Insurance Gotanda Building Shinagawa-ku, Tokyo 1,290 1,285 1,546 100.00% May 1980 Office Suitengu HEIWA Building Chuo-ku, Tokyo 1,550 1,509 1,651 100.00% August 1991 Office NV Tomioka Building Koto-ku, Tokyo 2,500 2,487 2,560 100.00% December 1990 Office Hamamatsucho SS Building Minato-ku, Tokyo 1,530 1,566 1,640 88.81% December 1991 Office Kokusai Tameike Building Minato-ku, Tokyo 2,700 2,786 2,780 75.29% February 1992 Office Grace Building Sengakujimae Minato-ku, Tokyo 1,220 1,203 1,490 89.64% June 1994 Office Nisso Dai 15 Building Yokohama-shi, Kanagawa 1,550 1,473 1,450 100.00% February 1993 Office Nihonbashi Daiichi Building Chuo-ku, Tokyo 2,150 2,213 2,210 100.00% March 1988 Office Hatchobori SF Building Chuo-ku, Tokyo 3,060 3,111 2,580 100.00% October 1991 Office Shibuya AX Hills Shibuya-ku, Tokyo 1,860 1,868 1,640 61.16% March 2006 Office KCA Building Chiyoda-ku, Tokyo 1,730 1,740 1,173 82.20% November 1987 Office Daiwa Nakameguro Building Meguro-ku, Tokyo 2,870 2,925 2,310 100.00% February 1988 Office Anwa Tsukasacho Building Chiyoda-ku, Tokyo 1,385 1,376 1,130 100.00% October 1990 Office Hatchobori MF Building Chuo-ku, Tokyo 1,110 1,131 1,040 79.83% January 1988 Office M2 Harajuku ^^^^^^ Shibuya-ku, Tokyo 3,418 3,392 4,106 100.00% January 1970 Office Sannomiya Sanwa Toyo Building Kobe-shi, Hyogo 8,390 8,504 6,410 86.68% November 1990 Office Funabashi Face Building Funabashi-shi, Chiba 3,900 3,859 3,140 100.00% April 2003 Office Adesso Nishiazabu Minato-ku, Tokyo 640 643 543 73.06% October 2003 Office CIC Toranomon Building Minato-ku, Tokyo 1,675 1,730 1,411 86.51% November 1990 Office Aria Ikebukuro Toshima-ku, Tokyo 1,314 1,344 1,130 88.38% December 1993 Office CIC Yushima Building Bunkyo-ku, Tokyo 1,434 1,482 1,340 100.00% July 1989 Office Kayabacho HEIWA Building* Chuo-ku, Tokyo 4,798 4,798 5,080 100.00% April 1992 Sub Total (Offices) Sub Total (Offices) Sub Total (Offices) 52,074 52,437 48,360 93.60% Note: All dates excluding occupancy ratio are as of the end of the most recent fiscal period. (information of Kayabacho HEIWA Building is as of February 1, 2010.). 19


 

CIC Portfolio No.2 Usage Property Names Addresses Acquisition Prices (mm yen) Book Value (mm yen) Appraised Value (mm yen) Occupancy ratio (as of the end of May, 2010) Constructed Residence Concord Ichikawa Ichikawa-shi, Chiba 430 417 440 100.00% March 2003 Residence CIC Meguro Meguro-ku, Tokyo 660 644 563 100.00% April 2003 Residence Regulus Higashikasai Edogawa-ku, Tokyo 650 625 643 100.00% November 2002 Residence Mirum Wakabayashi Koen Setagaya-ku, Tokyo 3,610 3,444 3,480 93.51% February 2004 Residence Mirum Himonya Meguro-ku, Tokyo 1,560 1,521 1,474 90.14% February 2004 Residence Main Stage Minami Azabu III Minato-ku, Tokyo 1,370 1,361 1,208 95.00% April 2004 Residence Cosmos Gracia Azabujuban Minato-ku, Tokyo 1,260 1,265 1,168 88.56% January 2005 Residence Advantage Gakugeidaigaku Meguro-ku, Tokyo 1,000 979 866 76.84% March 2005 Residence Hermitage Higashikanda Chiyoda-ku, Tokyo 1,100 1,069 1,100 93.30% June 2005 Residence Hermitage Higashinihonbashi Chuo-ku, Tokyo 1,210 1,179 1,210 96.19% June 2005 Residence Hermitage Nerima Nerima-ku, Tokyo 690 672 693 91.78% May 2005 Residence Landstage Shirokanetakanawa Minato-ku, Tokyo 4,030 4,063 4,100 94.71% August 2005 Residence Urbyl Berger Meidaimae Setagaya-ku, Tokyo 1,070 1,064 926 94.28% June 2005 Residence Joy City Nihonbashi Chuo-ku, Tokyo 1,130 1,129 944 91.24% May 2005 Residence Grefas Kamishakujii Nerima-ku, Tokyo 950 946 909 94.94% May 2006 Residence T&G Kinshicho Mansion Sumida-ku, Tokyo 1,100 1,149 972 90.97% March 2005 Residence Glenpark Ginza EAST Chuo-ku, Tokyo 5,940 5,944 4,280 72.89% March 2005 Residence Glenpark Shin-yokohama Yokohama-shi, Kanagawa 3,350 3,350 2,370 95.86% September 2006 Residence Glenpark Ikedayama Shinagawa-ku, Tokyo 1,640 1,656 1,070 61.02% July 2003 Residence Rune Higashiterao Yokohama-shi, Kanagawa 4,500 4,475 2,970 89.43% April 1992 Residence Residence Mukogaoka Bunkyo-ku, Tokyo 2,350 2,372 1,650 96.67% January 2000 Residence Residence Higashimagome Ota-ku, Tokyo 1,630 1,635 1,140 89.22% August 2001 Residence Glenpark Gakugeidaigaku Meguro-ku, Tokyo 1,650 1,658 1,070 81.59% January 2005 Residence Advantage Kameido Koto-ku, Tokyo 1,050 1,096 1,040 100.00% January 2008 Residence Vante Tanashi Nishi Tokyo-Shi, Tokyo 911 939 843 91.43% March 1989 Sub Total (Residences) Sub Total (Residences) Sub Total (Residences) 44,841 44,665 37,129 89.89% Total (All Properties) Total (All Properties) Total (All Properties) 96,915 97,102 85,489 91.48% Note: All dates excluding occupancy ratio are as of the end of the most recent fiscal period. 20


 

Residence Osaka-shi, Osaka Lot Area : 631.79^ Total Floor Area :7,105.00^ Residence Shinjuku-ku, Tokyo Lot Area : 820.34^ Total Floor Area :3,440.06^ JSR Main Portfolio TOUR JAUNE Komazawa-koen Single-residence Waseda First-Square Single-residence Umeda TOWER Single-residence Hirao Single-residence Sendagi Single-residence Karasuma Kuramaguchi Residence Setagaya-ku, Tokyo Lot Area : 2,425.44^ Total Floor Area :11,468.94^ 21 Residence Kyoto-shi, Kyoto Lot Area : 471.10^ Total Floor Area :1,362.90^ Residence Bunkyo-ku, Tokyo Lot Area : 249.06^ Total Floor Area :1,469.91^ Residence Fukuoka-shi, Fukuoka Lot Area : 1,599.97^ Total Floor Area :6,476.24^


 

JSR Portfolio No.1 Usage Property Names Addresses Acquisition Prices (mm yen) Book Value (mm yen) Appraised Value (mm yen) Occupancy ratio (as of the end of May, 2010) Constructed Residence Single-residence Shiba-koen Minato-ku, Tokyo 954 937 848 100.00% August 2003 Residence Single-residence Mita Minato-ku, Tokyo 1,250 1,223 1,140 100.00% March 2004 Residence Single-residence Takanawa Minato-ku, Tokyo 900 883 768 91.35% Februrary 2003 Residence La Residence de Shirokanedai Minato-ku, Tokyo 947 945 788 96.44% Februrary 2004 Residence Single-residence Ginzahigashi Chuo-ku, Tokyo 1,613 1,593 1,440 95.67% Februrary 1999 Residence Single-residence Hatchobori ^ Chuo-ku, Tokyo 2,170 2,138 1,970 93.71% January 2002 Residence Single-residence Hatchobori ^ Chuo-ku, Tokyo 1,010 978 825 88.85% January 2004 Residence Single-residence Ginza Chuo-ku, Tokyo 1,127 1,085 1,010 95.73% July 2004 Residence TOUR JAUNE Komazawa-koen Setagaya-ku, Tokyo 7,072 7,085 6,370 94.14% January 2001 Residence Single-residence Umeda TOWER Osaka-shi, Osaka 2,850 2,711 1,960 95.47% August 2003 Residence Single-residence Nakanoshima Osaka-shi, Osaka 645 634 464 94.46% June 2001 Residence Single-residence Awaza Osaka-shi, Osaka 664 640 576 95.27% March 2002 Residence Single-residence Marunouchi Nagoya-shi, Aichi 695 674 653 84.74% February 2004 Residence Single-residence Hirao Fukuoka-shi, Fukuoka 2,300 2,220 1,740 93.42% March 2003 Residence Single-residence Kawaramachi Nijo Kyoto-shi, Kyoto 639 622 546 96.26% February 2005 Residence Single-residence Minami 6 Jyo Sapporo-shi, Hokkaido 295 285 235 92.96% March 2004 Residence Single-residence Tenjinminami Fukuoka-shi, Fukuoka 782 786 670 97.85% February 1998 Residence Single-residence Tenjinhigashi Fukuoka-shi, Fukuoka 642 616 481 83.12% August 2005 Residence Single-residence Shijyo Kawaramachi Kyoto-shi, Kyoto 2,500 2,527 2,040 94.47% March 2007 Residence La Residence de Sendagi Bunkyo-ku, Tokyo 951 951 817 100.00% February 2006 Residence Single-residence Sendagi Bunkyo-ku, Tokyo 1,049 1,047 901 96.98% February 2006 Residence Single-residence Komazawa-koen Setagaya-ku, Tokyo 708 728 633 91.66% July 2006 Residence Single-residence Musashikoyama Shinagawa-ku, Tokyo 930 970 836 100.00% November 2006 Residence Single-residence Kokubunji Kokubunji-shi, Tokyo 1,043 1,043 856 98.02% January 2006 22 Note: All dates excluding occupancy ratio are as of the end of the most recent fiscal period.


 

JSR Portfolio No.2 Usage Property Names Addresses Acquisition Prices (mm yen) Book Value (mm yen) Appraised Value (mm yen) Occupancy ratio (as of the end of May, 2010) Constructed Residence Single-residence Hisayaodori Nagoya-shi, Aichi 1,420 1,404 1,170 93.84% March 2006 Residence Single-residence Karasuma Kuramaguchi Kyoto-Shi, Kyoto 685 701 603 95.15% March 2007 Residence Single-residence Nishishinjuku WEST Shinjuku-ku, Tokyo 2,291 2,299 1,960 89.66% March 2006 Residence Single-residence Nishishinjuku EAST Shinjuku-ku, Tokyo 1,341 1,349 1,150 97.59% March 2006 Residence Single-residence Higashishinjuku Shinjuku-ku, Tokyo 1,560 1,557 1,360 92.98% March 2007 Residence Single-residence Higashishinsaibashi Osaka-shi, Osaka 730 733 604 94.98% September 2006 Residence Single-residence Kitayobancho Sendai-shi, Miyagi 954 950 831 85.53% January 2007 Residence Single-residence Atagobashi Sendai-shi, Miyagi 815 809 716 100.00% January 2007 Residence Single-residence Kyudaibyoin-mae Fukuoka-shi, Fukuoka 530 548 449 84.44% January 2007 Residence Single-residence Asakusabashi Taito-ku, Tokyo 940 943 791 84.62% September 2006 Residence Single-residence Ichibancho Sendai-shi, Miyagi 993 990 864 95.26% February 2007 Residence Single-residence Higashinakano Nakano-ku, Tokyo 1,142 1,150 966 95.19% February 2007 Residence Single-residence Minami 5 Jyo Sapporo-shi, Hokkaido 494 518 424 100.00% January 2007 Residence Single-residence Waseda First-Square Shinjuku-ku, Tokyo 3,018 3,037 2,380 91.21% May 2007 Residence Single-residence Waseda Second-Square Shinjuku-ku, Tokyo 1,274 1,292 990 90.75% May 2007 Sub Total (Residences) Sub Total (Residences) Sub Total (Residences) 51,930 51,618 43,825 92.41% Hotel Super Hotel Osaka Tennoji Osaka-shi, Osaka 1,173 1,142 1,120 100.00% January 2004 Hotel Super Hotel Kyoto Karasumagojyo Kyoto-shi, Kyoto 978 953 934 100.00% January 2004 Hotel Super Hotel Saitama Omiya Saitama-shi, Saitama 1,120 1,098 1,000 100.00% July 2006 Hotel Super Hotel Sendai Hirose-dori Sendai-shi, Miyagi 1,390 1,361 1,240 100.00% January 2007 Sub Total (Hotels) Sub Total (Hotels) Sub Total (Hotels) 4,661 4,556 4,294 100.00% Total (All Properties) Total (All Properties) Total (All Properties) 56,591 56,174 48,119 94.43% 23 Note: All dates excluding occupancy ratio are as of the end of the most recent fiscal period.


 

[Provisional Translation Only] The English translation of the original Japanese document is provided solely for information purposes. Should there be any discrepancies between this translation and the Japanese original, the latter shall prevail.