FWP 1 n1449_premktts-x2.htm FREE WRITING PROSPECTUS

    FREE WRITING PROSPECTUS
    FILED PURSUANT TO RULE 433
    REGISTRATION FILE NO.: 333-227784-02
     

 

 

 

December 6, 2018 FREE WRITING PROSPECTUS COLLATERAL TERM SHEET $646,477,345 (Approximate Total Mortgage Pool Balance) UBS 2018-C15 UBS Commercial Mortgage Securitization Corp. Depositor UBS AG Société Générale German American Capital Corporation Natixis Real Estate Capital LLC CIBC Inc. Rialto Mortgage Finance, LLC Sponsors and Mortgage Loan Sellers UBS Securities LLC Deutsche Bank Securities Natixis Société Générale Co-Lead Managers and Joint Bookrunners CIBC World Markets Drexel Hamilton Academy Securities Co-Managers The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (’’SEC’’) (SEC File No. 333-227784) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing entity and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the depositor, any underwriter, or any dealer participating in the offering will arrange to send you the prospectus after filing if you request it by calling toll free 1-877-713-1030 (8 a.m. - 5 p.m. EST). 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.

 

 

 

 

STATEMENT REGARDING THIS FREE WRITING PROSPECTUS

 

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herein is preliminary as of the date hereof, supersedes any such information previously delivered to you and will be superseded by any such information subsequently delivered prior to the time of sale and ultimately by the final prospectus relating to the offered certificates.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

 

This free writing prospectus has been prepared by the underwriters for information purposes only and does not constitute, in whole or in part, a prospectus for the purposes of Directive 2003/71/EC (as amended) and/or Part VI of the Financial Services and Markets Act 2000, as amended, or other offering document.

 

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

 

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

 

The attached information contains certain tables and other statistical analyses (the “Computational Materials”) that 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 the offered certificates. 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 offered certificates 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 UBS Securities LLC, Deutsche Bank Securities Inc., SG Americas Securities, LLC, Natixis Securities Americas LLC, CIBC World Markets Corp., Drexel Hamilton, LLC or Academy Securities, Inc., or any of their respective affiliates, make any representation or warranty as to the actual rate or timing of payments or losses on any of the underlying assets or the payments or yield on the offered certificates. The information in this presentation is based upon management forecasts and reflects prevailing conditions and management’s views as of this date, all of which are subject to change. In preparing this presentation, we have relied upon and assumed, without independent verification, the accuracy and completeness of all information available from public sources or which was provided to us by or on behalf of the Mortgage Loan Sellers or which was otherwise reviewed by us.

 

IMPORTANT NOTICE REGARDING THE OFFERED CERTIFICATES

 

The offered certificates described herein are not suitable investments for all investors. In particular, you should not purchase any class of offered certificates unless you understand and are able to bear the prepayment, credit, liquidity and market risks associated with such class of certificates. For those reasons and for the reasons set forth under the heading “Risk Factors” in the Preliminary Prospectus, the yield to maturity and the aggregate amount and timing of distributions on the offered certificates are subject to material variability from period to period and give rise to the potential for significant loss over the life of such certificates. The interaction of these factors and their effects are impossible to predict and are likely to change from time to time. As a result, an investment in the offered certificates involves substantial risks and uncertainties and should be considered only by sophisticated institutional investors with substantial investment experience with similar types of securities and who have conducted appropriate due diligence on the mortgage loans and the certificates. Potential investors are advised and encouraged to review the Preliminary Prospectus in full and to consult with their legal, tax, accounting and other advisors prior to making any investment in the offered certificates described in this free writing prospectus.

 

This free writing prospectus is not to be construed as an offer to sell or the solicitation of any offer to buy any security in any jurisdiction where such an offer or solicitation would be illegal. The information contained in this free writing prospectus may not pertain to any securities that will actually be sold. The information contained in this free writing prospectus may be based on assumptions regarding market conditions and other matters as reflected in this free writing prospectus. We make no representations regarding the reasonableness of such assumptions or the likelihood that any of such assumptions will coincide with actual market conditions or events, and this free writing prospectus should not be relied upon for such purposes. The underwriters and their respective affiliates, officers, directors, partners and employees, including persons involved in the preparation or issuance of this free writing prospectus may, from time to time, have long or short positions in, and buy or sell, the offered certificates mentioned in this free writing prospectus or derivatives thereof (including options). Information contained in this free writing prospectus is current as of the date appearing on this free writing prospectus only. None of UBS Securities LLC, Deutsche Bank Securities Inc., SG Americas Securities, LLC, Natixis Securities Americas LLC, CIBC World Markets Corp., Drexel Hamilton, LLC or Academy Securities, Inc. provides accounting, tax or legal advice.

 

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The issuing entity will be relying upon an exclusion or exemption from the definition of “investment company” under the Investment Company Act of 1940, as amended (the “Investment Company Act”), contained in Section 3(c)(5) of the Investment Company Act or Rule 3a-7 under the Investment Company Act, although there may be additional exclusions or exemptions available to the issuing entity. The issuing entity is being structured so as not to constitute a “covered fund” for purposes of the Volcker Rule under the Dodd-Frank Act (both as defined in “Risk Factors—Other Risks Relating to the Certificates—Legal and Regulatory Provisions Affecting Investors Could Adversely Affect the Liquidity of the Offered Certificates” in the Preliminary Prospectus). See also “Legal Investment” in the Preliminary Prospectus.

 

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

 

IMPORTANT NOTICE RELATING TO AUTOMATICALLY-GENERATED EMAIL DISCLAIMERS

 

Any legends, disclaimers or other notices that may appear at the bottom of any email communication to which this free writing prospectus is attached relating to (1) these materials not constituting an offer (or a solicitation of an offer), (2) any representation that these materials are accurate or complete and may not be updated or (3) these materials possibly being confidential, are not applicable to these materials and should be disregarded. Such legends, disclaimers or other notices have been automatically generated as a result of these materials having been sent via Bloomberg or another system. 

 

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UBS 2018-C15

 

Capitalized terms used but not defined herein have the meanings assigned to them in the preliminary prospectus expected to be dated December 10, 2018 relating to the offered certificates (hereinafter referred to as the “Preliminary Prospectus”).

 

KEY FEATURES OF SECURITIZATION

 

Offering Terms:  
Co-Lead Managers and Joint Bookrunners:

UBS Securities LLC 

Deutsche Bank Securities Inc. 

SG Americas Securities, LLC 

Natixis Securities Americas LLC 

Co-Managers:

CIBC World Markets Corp. 

Drexel Hamilton, LLC 

Academy Securities, Inc. 

Mortgage Loan Sellers: UBS AG, by and through its branch office at 1285 Avenue of the Americas, New York, New York (“UBS AG”) (47.8%), Société Générale (“SG”) (15.2%), German American Capital Corporation (“GACC”, an indirect wholly owned subsidiary of Deutsche Bank AG) (15.1%), CIBC Inc. (“CIBC”) (8.6%), Rialto Mortgage Finance, LLC (“RMF”) (7.8%) and Natixis Real Estate Capital LLC (“Natixis”) (5.4%)
Master Servicer: Midland Loan Services, a Division of PNC Bank, National Association
Operating Advisor: Pentalpha Surveillance LLC
Asset Representations Reviewer: Pentalpha Surveillance LLC
Special Servicer: Midland Loan Services, a Division of PNC Bank, National Association
Trustee: Wells Fargo Bank, National Association
Certificate Administrator: Wells Fargo Bank, National Association
Rating Agencies: Fitch Ratings, Inc., Kroll Bond Rating Agency, Inc. and Moody’s Investors Service, Inc.
U.S. Credit Risk Retention:

UBS AG is expected to act as the “retaining sponsor” for this securitization and intends to satisfy the U.S. credit risk retention requirement through the purchase by KKR Real Estate Credit Opportunity Partners Aggregator I L.P. (or a majority owned affiliate) as a third party purchaser (as defined in Regulation RR), from the initial purchasers, on the Closing Date, of an “eligible horizontal residual interest”. The aggregate estimated fair value of the “eligible horizontal residual interest” will equal at least 5% of the estimated fair value of all of the certificates (other than the Class R certificates) issued by the issuing entity.

The pooling and servicing agreement will include the required provisions applicable to an operating advisor necessary for the securitization to comply with the credit risk retention rules utilizing the “third party purchaser” option.

For further discussion on the manner in which the U.S. credit risk retention requirements will be satisfied see “Credit Risk Retention” in the Preliminary Prospectus.

EU Credit Risk Retention: The transaction is not structured to satisfy the EU risk retention and due diligence requirements.
Closing Date: On or about December 28, 2018
Clean-up Call: 1.0%

 

Distribution of Collateral by Property Type

 

 

(PIE CHART)

 

THE INFORMATION IN THIS COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES 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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UBS 2018-C15

 

TRANSACTION HIGHLIGHTS

 

Mortgage Loan Sellers 

Number of

Mortgage Loans 

 

Number of  

Mortgaged

 Properties 

 

Aggregate  

Cut-off Date 

Balance 

 

% of Initial Outstanding 

Pool Balance(1) 

UBS AG  18   256   $309,268,780   47.8%
Société Générale  7   30   $98,395,000   15.2%
German American Capital Corporation  4   15   $97,905,000   15.1%
CIBC Inc.  5   5   $55,575,000   8.6%
Rialto Mortgage Finance, LLC  5   9   $50,333,565   7.8%
Natixis Real Estate Capital LLC  2   2   $35,000,000   5.4%
Total  41   317   $646,477,345   100.0%

  

Pooled Collateral Facts:  
Initial Outstanding Pool Balance: $646,477,345
Number of Mortgage Loans: 41
Number of Mortgaged Properties: 317
Average Mortgage Loan Cut-off Date Balance: $15,767,740
Average Mortgaged Property Cut-off Date Balance: $2,039,361
Weighted Average Mortgage Rate: 5.133%
Weighted Average Mortgage Loan Original Term to Maturity Date or ARD (months)(2): 114
Weighted Average Mortgage Loan Remaining Term to Maturity Date or ARD (months)(2): 113
Weighted Average Mortgage Loan Seasoning (months): 1
% of Mortgage Loans Secured by a Property or a Portfolio of Mortgaged Properties Leased to a Single Tenant: 11.1%
   
Credit Statistics  
Weighted Average Mortgage Loan U/W NCF DSCR(3): 2.03x
Weighted Average Mortgage Loan Cut-off Date LTV(3)(4): 57.1%
Weighted Average Mortgage Loan Maturity Date or ARD LTV(2)(3)(4): 51.5%
Weighted Average U/W NOI Debt Yield(3): 12.4%
   
Amortization Overview  
% Mortgage Loans which pay Interest Only through Maturity Date or ARD(2): 38.6%
% Mortgage Loans with Amortization through Maturity Date or ARD(2): 38.3%
% Mortgage Loans which pay Interest Only followed by Amortization through Maturity Date or ARD(2): 23.1%
Weighted Average Remaining Amortization Term (months)(5): 353
   
Loan Structural Features  
% Mortgage Loans with Upfront or Ongoing Tax Reserves: 73.1%
% Mortgage Loans with Upfront or Ongoing Replacement Reserves(6): 70.0%
% Mortgage Loans with Upfront or Ongoing Insurance Reserves: 70.9%
% Mortgage Loans with Upfront or Ongoing TI/LC Reserves(7): 57.5%
% Mortgage Loans with Upfront Engineering Reserves: 35.8%
% Mortgage Loans with Upfront or Ongoing Other Reserves: 47.2%
% Mortgage Loans with In Place Hard Lockboxes: 64.9%
% Mortgage Loans with Cash Traps Triggered at DSCR Levels ≥ 1.05x: 83.8%
% Mortgage Loans with Defeasance Only After a Lockout Period and Prior to an Open Period: 70.6%
% Mortgage Loans with Prepayment with a Yield Maintenance Charge Only After a Lockout Period and Prior to an Open Period: 20.1%
% Mortgage Loans with Lockout Followed by a Period of Prepayment with a Yield Maintenance Charge Followed by a Period of Prepayment with a Yield Maintenance Charge or Defeasance Followed by an Open Period: 5.1%
% Mortgage Loans with Prepayment with a Yield Maintenance Charge or Defeasance After a Lockout Period and Prior to an Open Period: 4.2%

 

Please see footnotes on the following page.

 

THE INFORMATION IN THIS COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES 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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UBS 2018-C15 

 

TRANSACTION HIGHLIGHTS

 

(1)Unless otherwise indicated, all references to “% of Outstanding Pool Balance” in this Term Sheet reflect a percentage of the aggregate principal balance of the mortgage pool as of the Cut-off Date, after application of all payments of principal due during or prior to December 2018.

 

(2)For any mortgage loan with an anticipated repayment date, calculated to or as of, as applicable, that anticipated repayment date.

 

(3)With respect to any mortgage loan that is part of a whole loan, unless otherwise indicated, LTV, DSCR and Debt Yield calculations in this Term Sheet include any related pari passu companion loans and exclude any subordinate companion loans, as applicable. Additionally, LTV, DSCR and Debt Yield figures in this Term Sheet are calculated for mortgage loans without regard to any additional indebtedness that may be incurred at a future date. See “Description of the Mortgage Pool—Mortgage Pool Characteristics” in the Preliminary Prospectus and Annex A-1 to the Preliminary Prospectus.

 

(4)The Cut-off Date LTV Ratio and LTV Ratio at Maturity or ARD for the following mortgage loans are based on an Appraised Value for one or more mortgaged properties that is not an “As-Is” Appraised Value.

 

With respect to the mortgage loan secured by the portfolio of mortgaged properties identified on Annex A-1 to the Preliminary Prospectus as Great Value Storage Portfolio, the Cut-off Date LTV Ratio, LTV Ratio at Maturity or ARD, and Appraised Value with respect to the whole loan are based on the “As-Portfolio” Appraised Value of $376,000,000 as of October 10, 2018, which reflects a 15.3% premium attributed to the aggregate sum of the “As-Is” Appraised Values, as applicable, for each of the Great Value Storage Portfolio mortgaged properties on an individual basis. On a portfolio basis, the Great Value Storage Portfolio mortgaged properties have an “As Stabilized” Appraised Value of $392,000,000 as of October 10, 2019. On a standalone basis, the Great Value Storage Portfolio mortgaged properties have an aggregate “As-Is” Appraised Value of $326,000,000. The Cut-off Date LTV Ratio and LTV Ratio at Maturity or ARD based on the whole loan and the aggregate standalone “As-Is” Appraised Value of $326,000,000 are 33.7% and 33.7%, respectively. The Cut-off Date LTV Ratio and LTV Ratio at Maturity or ARD based on the whole loan and the portfolio basis “As Stabilized” Appraised Value of $392,000,000 are 28.1% and 28.1%, respectively.

 

With respect to the mortgage loan secured by the portfolio of mortgaged properties identified on Annex A-1 to the Preliminary Prospectus as Warren Hospitality Portfolio, the Cut-off Date LTV Ratio, LTV Ratio at Maturity or ARD, and the Appraised Value are based on the “As Is (PIP Extraordinary Assumption)” Appraised value of $14,000,000 for the Holiday Inn Express - Warren mortgaged property as of September 12, 2018, which assumes the completion of an estimated $1,939,010 property improvement plan, for which the borrower reserved $2,229,862 at origination. The Appraised Value for the Holiday Inn Express – Warren mortgaged property assuming the “As-Is” Appraised Value is $12,500,000 as of September 12, 2018. The Cut-off Date LTV Ratio and LTV Ratio at Maturity or ARD assuming the “As-Is” Appraised Value for the mortgaged property are 63.6% and 48.7%, respectively.

 

With respect to the mortgage loan secured by the mortgaged property identified on Annex A-1 to the Preliminary Prospectus as Marina Gardens, the Cut-off Date LTV Ratio, LTV Ratio at Maturity or ARD, and Appraised Value with respect to the mortgage loan are based on the “As Complete” Appraised Value of $14,500,000 as of September 27, 2018, which assumes the completion of $616,110 in deferred maintenance, for which the lender reserved $650,153 at origination. The Appraised Value for the mortgaged property assuming the “As-Is” Appraised Value is $13,900,000 as of September 27, 2018. The Cut-off Date LTV Ratio and LTV Ratio at Maturity or ARD assuming the “As-Is” Appraised Value for the mortgaged property are 78.2% and 65.0%, respectively.

 

With respect to the mortgage loan secured by the mortgaged property identified on Annex A-1 to the Preliminary Prospectus as Hilton Garden Inn – Killeen, TX, the Cut-off Date LTV Ratio, LTV Ratio at Maturity or ARD, and Appraised Value with respect to the mortgage loan are based on the “As-Renovated” Appraised Value of $11,600,000 as of September 27, 2018, which assumes the completion of $700,000 in renovations, the cost of which the lender reserved at origination. The Appraised Value for the mortgaged property assuming the “As-Is” Appraised Value is $11,000,000 as of September 27, 2018. The Cut-off Date LTV Ratio and LTV Ratio at Maturity or ARD assuming the “As-Is” Appraised Value for the mortgaged properties are 74.5% and 57.6%, respectively.

 

With respect to the mortgage loan secured by the mortgaged property identified on Annex A-1 to the Preliminary Prospectus as Hampton Inn - Derby, the Cut-off Date LTV Ratio, LTV Ratio at Maturity or ARD, and the Appraised Value are based on the “As-Is” Appraised Value of $7,000,000 as of August 28, 2018 along with a $150,000 FF&E reserve credit. A $472,500 property improvement plan is expected to be completed sometime in the future as the Mortgaged property is currently in compliance, but an initial reserve along with monthly escrows were required at origination. The Cut-off Date LTV Ratio and LTV Ratio at Maturity or ARD assuming the “As-Is” Appraised Value for the mortgaged property are 71.3% and 55.1%, respectively.

 

With respect to the mortgage loan secured by the mortgaged property identified on Annex A-1 to the Preliminary Prospectus as Bradenton Health Park East, the Cut-off Date LTV Ratio, LTV Ratio at Maturity or ARD, and Appraised Value are based on the “As Stabilized” Appraised Value of $6,300,000 as of February 15, 2019, which assumes that construction at building 6020 is completed and all three tenants at the building 6020 occupy their spaces and pay rents. The Appraised Value for the mortgaged property based on the “As-Is” Appraised Value is $5,700,000 as of November 26, 2018. The Cut-off Date LTV Ratio and LTV Ratio at Maturity or ARD based on the “As-Is” Appraised Value for the mortgaged property are 70.2% and 65.0%, respectively. At origination, the borrower deposited $374,614 into the Synergy Construction Reserve, $102,790 into the Caretenders Construction Reserve, $130,284 into the Blue Wave TI Reserve, $45,803 into the Free Rent Reserve - Synergy, and $15,450 into the Free Rent Reserve – Caretenders.

 

(5)Excludes mortgage loans that are interest-only for the full loan term to maturity or anticipated repayment date.

 

(6)Includes FF&E Reserves.

 

(7)Represents the percent of the allocated aggregate principal balance of the mortgage pool as of the Cut-off Date of only the office, retail, industrial, and mixed use properties.

 

THE INFORMATION IN THIS COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES 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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UBS 2018-C15

OVERVIEW OF MORTGAGE POOL CHARACTERISTICS

 

Distribution of Cut-off Date Balances

        Weighted Averages(1)
Range of Cut-off Date Balances  Number of
Mortgage Loans
  Aggregate
Cut-off Date Balance
  % of Initial Outstanding
Pool Balance(1)
  Mortgage Rate  Stated Remaining Term
(Mos.)(5)
  U/W NCF
DSCR(2)(3)
  Cut-off Date LTV
Ratio(2)(3)
  Maturity Date
or ARD LTV Ratio(2)(3)(5)
$3,000,000  -  $5,000,000  6   $24,607,661   3.8%  5.415%  120   1.70x  64.1%  57.2%
$5,000,001  -  $10,000,000  12   $94,822,014   14.7%  5.356%  114   1.84x  59.7%  52.3%
$10,000,001  -  $15,000,000  8   $100,985,000   15.6%  5.225%  120   1.69x  58.0%  49.0%
$15,000,001  -  $20,000,000  6   $101,615,640   15.7%  5.443%  119   1.59x  67.5%  58.0%
$20,000,001  -  $25,000,000  2   $44,475,000   6.9%  5.122%  120   2.42x  60.4%  60.4%
$25,000,001  -  $30,000,000  2   $57,000,000   8.8%  4.620%  119   2.01x  53.6%  51.2%
$30,000,001  -  $35,000,000  2   $68,030,000   10.5%  4.997%  118   1.74x  62.2%  62.2%
$35,000,001  -  $45,000,000  1   $45,000,000   7.0%  4.997%  119   1.67x  51.5%  47.0%
$45,000,001  -  $55,000,000  2   $109,942,030   17.0%  4.919%  89   3.14x  42.3%  37.9%
Total/Weighted Average   41   $646,477,345   100.0%  5.133%  113   2.03x  57.1%  51.5%

 

Distribution of Mortgage Rates
            Weighted Averages(1)
Range of Mortgage Rates  Number of
Mortgage Loans
  Aggregate
Cut-off Date Balance
  % of Initial Outstanding
Pool Balance(1)
  Mortgage Rate  Stated Remaining Term
(Mos.)(5)
  U/W NCF
DSCR(2)(3)
  Cut-off Date LTV
Ratio(2)(3)
  Maturity Date
or ARD LTV Ratio(2)(3)(5)
4.1398%  -  4.5000%  3   $95,000,000   14.7%  4.237%  85   3.86x  34.3%  34.3%
4.5001%  -  4.7000%  2   $24,640,000   3.8%  4.675%  120   2.47x  57.8%  57.8%
4.7001%  -  4.9000%  2   $40,500,000   6.3%  4.855%  118   1.61x  56.9%  50.9%
4.9001%  -  5.1000%  7   $149,830,000   23.2%  4.999%  119   1.78x  57.5%  54.3%
5.1001%  -  5.3000%  7   $82,900,000   12.8%  5.218%  120   1.60x  60.7%  55.0%
5.3001%  -  5.5000%  6   $78,105,000   12.1%  5.433%  120   1.66x  69.8%  62.0%
5.5001%  -  5.7000%  9   $141,409,684   21.9%  5.635%  119   1.62x  60.7%  50.3%
5.7001%  -  5.9700%  5   $34,092,661   5.3%  5.912%  108   1.70x  65.3%  56.6%
Total/Weighted Average  41   $646,477,345   100.0%  5.133%  113   2.03x  57.1%  51.5%

 

Property Type Distribution
           Weighted Averages(1)
Property Type  Number of
 Mortgaged Properties
  Aggregate
Cut-Off
Date Balance
  % of Initial
 Outstanding Pool
Balance(1)
  Number of Units/Rooms/Pads/
NRA/Beds
  Cut-off Date
Balance per Unit/Room/Pad
NRA(2)
  Mortgage Rate  Stated Remaining
Term (Mos.)(5)
  Occupancy  U/W NCF
DSCR(2)(3)
  Cut-off
Date LTV Ratio(2)(3)
  Maturity
Date or
ARD LTV
Ratio(2)(3)(5)
Retail  45   $191,109,648   29.6%  3,927,737   $229   5.131%  119   95.3%  1.75x  59.1%  52.5%
Anchored  18   $99,067,128   15.3%  1,897,444   $95   5.272%  119   93.2%  1.65x  67.5%  59.3%
Super Regional Mall  2   $55,000,000   8.5%  1,244,779   $501   4.866%  118   97.2%  1.94x  48.0%  44.4%
Single Tenant  22   $15,244,648   2.4%  362,425   $172   5.125%  120   100.0%  1.49x  61.4%  53.2%
Outlet Center  1   $13,000,000   2.0%  367,047   $195   5.210%  119   99.0%  1.82x  47.7%  44.1%
Shadow Anchored  2   $8,797,872   1.4%  56,042   $197   5.100%  120   92.5%  2.01x  46.5%  38.8%
Office  155   $142,866,727   22.1%  1,640,297   $325   5.124%  119   99.0%  1.81x  57.2%  50.2%
CBD  3   $68,300,000   10.6%  565,475   $478   4.686%  119   99.8%  2.07x  53.6%  49.4%
Medical  151   $56,566,727   8.7%  920,789   $189   5.638%  119   97.6%  1.59x  55.9%  47.5%
Suburban  1   $18,000,000   2.8%  154,033   $170   5.169%  120   100.0%  1.55x  75.0%  62.0%
Hospitality  9   $101,800,316   15.7%  1,038   $168,517   5.667%  119   73.3%  1.89x  64.7%  55.7%
Full Service  3   $43,200,000   6.7%  488   $225,632   5.630%  120   71.9%  2.13x  62.8%  58.8%
Limited Service  4   $35,316,750   5.5%  334   $134,575   5.707%  119   71.7%  1.74x  65.3%  52.5%
Extended Stay  1   $15,083,565   2.3%  114   $132,312   5.530%  119   82.7%  1.65x  65.3%  54.7%
Select Service  1   $8,200,000   1.3%  102   $80,392   5.940%  120   70.7%  1.69x  70.7%  54.6%
Industrial  14   $84,530,000   13.1%  6,111,594   $38   4.993%  119   98.6%  1.79x  58.9%  57.3%
Warehouse/Distribution  8   $35,000,000   5.4%  4,031,127   $31   4.918%  118   100.0%  1.72x  62.6%  62.6%
Cold Storage/Distribution  4   $33,030,000   5.1%  951,651   $56   5.080%  119   100.0%  1.77x  61.7%  61.7%
Flex  1   $13,500,000   2.1%  878,448   $15   4.840%  120   91.4%  2.06x  42.6%  34.8%
Warehouse  1   $3,000,000   0.5%  250,368   $12   5.600%  120   100.0%  1.65x  58.8%  49.3%
Self Storage  66   $65,750,000   10.2%  4,105,252   $1,212   4.388%  64   86.2%  4.20x  34.4%  34.4%
Multifamily  4   $42,625,000   6.6%  410   $185,889   5.232%  120   95.8%  1.52x  61.6%  57.3%
Garden  3   $29,875,000   4.6%  122   $246,329   5.250%  119   97.7%  1.39x  68.1%  63.5%
Student Housing  1   $12,750,000   2.0%  288   $44,271   5.191%  120   91.3%  1.82x  46.2%  42.7%
Mixed Use  23   $9,795,656   1.5%  141,725   $187   5.700%  119   95.5%  1.59x  55.4%  46.6%
Medical/Retail  23   $9,795,656   1.5%  141,725   $187   5.700%  119   95.5%  1.59x  55.4%  46.6%
Other  1   $8,000,000   1.2%  34,500   $232   4.951%  117   100.0%  2.04x  54.4%  54.4%
Office  1   $8,000,000   1.2%  34,500   $232   4.951%  117   100.0%  2.04x  54.4%  54.4%
Total/Weighted Average  317   $646,477,345   100.0%          5.133%  113   92.2%  2.03x  57.1%  51.5%

 

Please see footnotes on page 10.

 

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

 

 

UBS 2018-C15

OVERVIEW OF MORTGAGE POOL CHARACTERISTICS

 

Geographic Distribution
         Weighted Averages(1)
State/Location  Number of
 Mortgaged Properties
  Aggregate
Cut-off Date Balance
  % of Initial Outstanding
Pool Balance(1)
  Mortgage Rate  Stated Remaining Term (Mos.)(5)  U/W NCF DSCR(2)(3)  Cut-off Date
LTV Ratio(2)(3)
  Maturity Date
or ARD LTV Ratio(2)(3)(5)
Texas  55   $125,975,068   19.5%  4.846%  103   2.48x  52.3%  49.1%
California  4   $68,675,000   10.6%  4.904%  120   1.93x  59.7%  52.9%
California - Northern(4)  3   $50,675,000   7.8%  4.809%  120   2.07x  54.3%  49.6%
California - Southern(4)  1   $18,000,000   2.8%  5.169%  120   1.55x  75.0%  62.0%
Missouri  10   $50,078,676   7.7%  5.036%  118   1.73x  51.4%  46.6%
Florida  45   $48,590,652   7.5%  5.508%  119   1.72x  59.6%  54.9%
Maryland  5   $35,687,329   5.5%  5.222%  118   1.61x  66.2%  59.2%
Other  198   $317,470,621   49.1%  5.245%  114   2.00x  57.9%  51.7%
Total/Weighted Average  317   $646,477,345   100.0%  5.133%  113   2.03x  57.1%  51.5%

 

Distribution of Cut-off Date LTV Ratios(2)(3)
            Weighted Averages(1)
Range of Cut-off Date LTV Ratios  Number of
Mortgage Loans
  Aggregate
Cut-off Date Balance
  % of Initial
Outstanding
Pool Balance(1)
  Mortgage Rate  Stated Remaining Term (Mos.)(5)  U/W NCF
DSCR(2)(3)
  Cut-off Date
LTV Ratio(2)(3)
  Maturity Date
or ARD LTV Ratio(2)(3)(5)
29.3%  -  45.0%  5   $116,000,000   17.9%  4.359%  91   3.54x  35.8%  34.4%
45.1%  -  50.0%  2   $25,750,000   4.0%  5.201%  119   1.82x  47.0%  43.4%
50.1%  -  55.0%  4   $70,800,000   11.0%  5.049%  119   1.81x  52.4%  46.6%
55.1%  -  60.0%  4   $85,017,030   13.2%  5.470%  115   1.82x  56.1%  50.1%
60.1%  -  65.0%  13   $203,745,000   31.5%  5.220%  119   1.71x  62.7%  59.2%
65.1%  -  70.0%  5   $57,300,316   8.9%  5.596%  119   1.61x  66.6%  54.9%
70.1%  -  75.0%  8   $87,865,000   13.6%  5.375%  119   1.46x  73.6%  62.0%
Total/Weighted Average  41   $646,477,345   100.0%  5.133%  113   2.03x  57.1%  51.5%

 

Distribution of Maturity Date or ARD LTV Ratios(2)(3)(5)
            Weighted Averages(1)
Range of LTV Ratios at Maturity or ARD  Number of
Mortgage Loans
  Aggregate
Cut-off Date Balance
  % of Initial
Outstanding
Pool Balance(1)
  Mortgage Rate  Stated Remaining Term (Mos.)(5)  U/W NCF
DSCR(2)(3)
  Cut-off Date
LTV Ratio(2)(3)
  Maturity Date
or ARD LTV Ratio(2)(3)(5)
29.3%  -  40.0%  4   $86,000,000   13.3%  4.344%  81   3.87x  32.8%  31.0%
40.1%  -  50.0%  9   $193,792,030   30.0%  5.219%  119   1.86x  52.0%  45.5%
50.1%  -  55.0%  8   $67,618,240   10.5%  5.516%  119   1.62x  63.8%  53.2%
55.1%  -  60.0%  7   $100,057,075   15.5%  5.251%  115   1.76x  63.0%  57.6%
60.1%  -  65.1%  13   $199,010,000   30.8%  5.201%  119   1.67x  67.2%  62.8%
Total/Weighted Average  41   $646,477,345   100.0%  5.133%  113   2.03x  57.1%  51.5%

 

Distribution of Underwritten NCF Debt Service Coverage Ratios(2)(3)
            Weighted Averages(1)
Range of Underwritten NCF Debt Service Coverage Ratios  Number of
Mortgage Loans
  Aggregate
Cut-off Date Balance
  % of Initial
Outstanding
Pool Balance(1)
  Mortgage Rate  Stated Remaining Term (Mos.)(5)  U/W NCF
DSCR(2)(3)
  Cut-off Date
LTV Ratio(2)(3)
  Maturity Date
or ARD LTV Ratio(2)(3)(5)
1.30x  -  1.30x  1   $10,875,000   1.7%  5.306%  120   1.30x  75.0%  62.3%
1.31x  -  1.40x  6   $85,300,000   13.2%  5.240%  119   1.38x  66.7%  57.9%
1.41x  -  1.50x  6   $59,090,000   9.1%  5.351%  119   1.45x  67.1%  60.4%
1.51x  -  1.60x  4   $84,534,691   13.1%  5.612%  115   1.58x  60.6%  51.2%
1.61x  -  1.70x  6   $92,265,640   14.3%  5.329%  119   1.67x  58.9%  51.1%
1.71x  -  1.80x  2   $68,030,000   10.5%  4.997%  118   1.74x  62.2%  62.2%
1.81x  -  1.90x  4   $47,200,000   7.3%  5.373%  120   1.83x  53.3%  46.2%
1.91x  -  2.00x  1   $10,000,000   1.5%  5.970%  118   2.00x  63.9%  59.8%
2.01x  -  2.25x  5   $38,407,014   5.9%  4.982%  119   2.06x  50.1%  43.8%
2.26x  -  2.50x  2   $35,300,000   5.5%  5.334%  120   2.32x  60.3%  55.9%
2.51x  -  4.69x  4   $115,475,000   17.9%  4.319%  91   3.63x  38.3%  38.3%
Total/Weighted Average   41   $646,477,345   100.0%  5.133%  113   2.03x  57.1%  51.5%

 

Please see footnotes on page 10.

 

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

 

 

UBS 2018-C15

OVERVIEW OF MORTGAGE POOL CHARACTERISTICS

 

Distribution of Original Terms to Maturity or ARD(5)
         Weighted Averages(1)
Original Terms to
Maturity or ARD
  Number of
Mortgage Loans
  Aggregate
Cut-off Date Balance
  % of Initial Outstanding
Pool Balance(1)
  Mortgage Rate  Stated Remaining Term (Mos.)(5)  U/W NCF
DSCR(2)(3)
  Cut-off Date LTV Ratio(2)(3)  Maturity Date
or ARD
LTV Ratio(2)(3)(5)
60  2   $61,600,000   9.5%  4.326%  60   4.35x  32.4%  32.4%
  120    39   $584,877,345   90.5%  5.218%  119   1.78x  59.7%  53.6%
Total/Weighted Average  41   $646,477,345   100.0%  5.133%  113   2.03x  57.1%  51.5%

 

Distribution of Remaining Terms to Maturity or ARD(5)
            Weighted Averages(1)
Range of Remaining Terms to
Maturity or ARD
  Number of
Mortgage Loans
  Aggregate
Cut-off Date Balance
  % of Initial
Outstanding
Pool Balance(1)
  Mortgage Rate  Stated Remaining Term (Mos.)(5)  U/W NCF
DSCR(2)(3)
  Cut-off Date
LTV Ratio(2)(3)
  Maturity Date
or ARD LTV Ratio(2)(3)(5)
60        2   $61,600,000   9.5%  4.326%  60   4.35x  32.4%  32.4%
116  -  120  39   $584,877,345   90.5%  5.218%  119   1.78x  59.7%  53.6%
Total/Weighted Average 41   $646,477,345   100.0%  5.133%  113   2.03x  57.1%  51.5%

 

Distribution of Underwritten NOI Debt Yields(2)(3)
           

Weighted Averages(1) 

Range of Underwritten NOI Debt Yields  Number of
Mortgage Loans
  Aggregate
Cut-off Date Balance
  % of Initial
Outstanding
Pool Balance(1)
  Mortgage Rate  Stated Remaining Term (Mos.)(5)  U/W NCF
DSCR(2)(3)
  Cut-off Date
LTV Ratio(2)(3)
  Maturity Date
or ARD LTV Ratio(2)(3)(5)
7.8%  -  9.5%  6   $87,640,000   13.6%  5.136%  114   1.56x  63.9%  60.9%
9.6%  -  10.0%  3   $43,250,000   6.7%  4.978%  117   1.39x  67.3%  60.5%
10.1%  -  10.5%  7   $100,540,000   15.6%  5.241%  119   1.62x  65.8%  59.5%
10.6%  -  11.0%  2   $21,750,000   3.4%  5.486%  119   1.41x  68.2%  59.0%
11.1%  -  11.5%  3   $56,030,000   8.7%  5.112%  119   1.63x  55.2%  49.4%
11.6%  -  12.0%  3   $88,942,030   13.8%  5.244%  119   1.92x  52.0%  46.3%
12.1%  -  12.5%  2   $27,833,565   4.3%  5.375%  119   1.73x  56.6%  49.2%
12.6%  -  13.0%  3   $50,457,075   7.8%  5.167%  119   2.07x  57.7%  53.2%
13.1%  -  13.5%  2   $7,992,661   1.2%  5.781%  119   1.59x  65.7%  52.2%
13.6%  -  14.0%  1   $10,000,000   1.5%  4.278%  116   3.15x  32.5%  32.5%
14.1%  -  14.5%  1   $8,200,000   1.3%  5.940%  120   1.69x  70.7%  54.6%
14.6%  -  20.1%  8   $143,842,014   22.3%  4.909%  97   3.10x  46.2%  41.5%
Total/Weighted Average     41   $646,477,345   100.0%  5.133%  113   2.03x  57.1%  51.5%

 

Amortization Types
         Weighted Averages(1)
Amortization Type  Number of
Mortgage Loans
  Aggregate
Cut-off Date Balance
  % of Initial Outstanding
Pool Balance(1)
  Mortgage Rate  Stated Remaining Term (Mos.)(5)  U/W NCF
DSCR(2)(3)
  Cut-off Date LTV Ratio(2)(3)  Maturity Date
or ARD
LTV Ratio(2)(3)(5)
Full IO  12   $249,420,000   38.6%  4.766%  104   2.66x  51.1%  51.1%
Amortizing  20   $247,497,345   38.3%  5.482%  120   1.64x  61.6%  50.6%
Partial IO  9   $149,560,000   23.1%  5.170%  118   1.60x  59.5%  53.9%
Total/Weighted Average  41   $646,477,345   100.0%  5.133%  113   2.03x  57.1%  51.5%

 

Loan Purposes
         Weighted Averages(1)
Loan Purpose  Number of
Mortgage Loans
  Aggregate
Cut-off Date Balance
  % of Initial Outstanding
Pool Balance(1)
  Mortgage Rate  Stated Remaining Term (Mos.)(5)  U/W NCF
DSCR(2)(3)
  Cut-off Date
LTV Ratio(2)(3)
  Maturity Date
or ARD
LTV Ratio(2)(3)(5)
Refinance  25   $404,067,345   62.5%  5.133%  110   2.15x  53.7%  47.5%
Acquisition  13   $207,910,000   32.2%  5.144%  119   1.82x  62.9%  59.7%
Recapitalization  3   $34,500,000   5.3%  5.077%  120   1.76x  60.9%  50.3%
Total/Weighted Average  41   $646,477,345   100.0%  5.133%  113   2.03x  57.1%  51.5%

 

Please see footnotes on page 10.

 

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

 

 

UBS 2018-C15

OVERVIEW OF MORTGAGE POOL CHARACTERISTICS

 

(1)All numerical information concerning the mortgage loans is approximate and, in the case of mortgage loans secured by multiple properties, is based on allocated loan amounts with respect to such properties. All weighted average information regarding the mortgage loans reflects the weighting of the mortgage loans based on their outstanding principal balances as of the Cut-off Date or, in the case of mortgage loans secured by multiple properties, allocated loan amounts. The sum of numbers and percentages in columns may not match the “Total/Weighted Average” due to rounding.

 

(2)With respect to any mortgage loan that is part of a whole loan, unless otherwise indicated, Balance per Unit/Room/Pad/NRA, LTV, DSCR and Debt Yield calculations in this Term Sheet include any related pari passu companion loans and exclude any subordinate companion loans, as applicable. Additionally, Balance per Unit/Room/Pad/NRA, LTV, DSCR and Debt Yield figures in this Term Sheet are calculated for mortgage loans without regard to any additional indebtedness that may be incurred at a future date.

 

(3)The Cut-off Date LTV Ratio and LTV Ratio at Maturity or ARD for the following mortgage loans are based on an Appraised Value for one or more mortgaged properties that is not an “As-Is” Appraised Value.

 

With respect to the mortgage loan secured by the portfolio of mortgaged properties identified on Annex A-1 to the Preliminary Prospectus as Great Value Storage Portfolio, the Cut-off Date LTV Ratio, LTV Ratio at Maturity or ARD, and Appraised Value with respect to the whole loan are based on the “As-Portfolio” Appraised Value of $376,000,000 as of October 10, 2018, which reflects a 15.3% premium attributed to the aggregate sum of the “As-Is” Appraised Values, as applicable, for each of the Great Value Storage Portfolio mortgaged properties on an individual basis. On a portfolio basis, the Great Value Storage Portfolio mortgaged properties have an “As Stabilized” Appraised Value of $392,000,000 as of October 10, 2019. On a standalone basis, the Great Value Storage Portfolio mortgaged properties have an aggregate “As-Is” Appraised Value of $326,000,000. The Cut-off Date LTV Ratio and LTV Ratio at Maturity or ARD based on the whole loan and the aggregate standalone “As-Is” Appraised Value of $326,000,000 are 33.7% and 33.7%, respectively. The Cut-off Date LTV Ratio and LTV Ratio at Maturity or ARD based on the whole loan and the portfolio basis “As Stabilized” Appraised Value of $392,000,000 are 28.1% and 28.1%, respectively.

 

With respect to the mortgage loan secured by the portfolio of mortgaged properties identified on Annex A-1 to the Preliminary Prospectus as Warren Hospitality Portfolio, the Cut-off Date LTV Ratio, LTV Ratio at Maturity or ARD, and the Appraised Value are based on the “As Is (PIP Extraordinary Assumption)” Appraised value of $14,000,000 for the Holiday Inn Express - Warren mortgaged property as of September 12, 2018, which assumes the completion of an estimated $1,939,010 property improvement plan, for which the borrower reserved $2,229,862 at origination. The Appraised Value for the Holiday Inn Express – Warren mortgaged property assuming the “As-Is” Appraised Value is $12,500,000 as of September 12, 2018. The Cut-off Date LTV Ratio and LTV Ratio at Maturity or ARD assuming the “As-Is” Appraised Value for the mortgaged property are 63.6% and 48.7%, respectively.

 

With respect to the mortgage loan secured by the mortgaged property identified on Annex A-1 to the Preliminary Prospectus as Marina Gardens, the Cut-off Date LTV Ratio, LTV Ratio at Maturity or ARD, and Appraised Value with respect to the mortgage loan are based on the "As Complete" Appraised Value of $14,500,000 as of September 27, 2018, which assumes the completion of $616,110 in deferred maintenance, for which the lender reserved $650,153 at origination. The Appraised Value for the mortgaged property assuming the “As-Is” Appraised Value is $13,900,000 as of September 27, 2018. The Cut-off Date LTV Ratio and LTV Ratio at Maturity or ARD assuming the “As-Is” Appraised Value for the mortgaged property are 78.2% and 65.0%, respectively.

 

With respect to the mortgage loan secured by the mortgaged property identified on Annex A-1 to the Preliminary Prospectus as Hilton Garden Inn – Killeen, TX, the Cut-off Date LTV Ratio, LTV Ratio at Maturity or ARD, and Appraised Value with respect to the mortgage loan are based on the "As-Renovated" Appraised Value of $11,600,000 as of September 27, 2018, which assumes the completion of $700,000 in renovations, the cost of which the lender reserved at origination. The Appraised Value for the mortgaged property assuming the “As-Is” Appraised Value is $11,000,000 as of September 27, 2018. The Cut-off Date LTV Ratio and LTV Ratio at Maturity or ARD assuming the “As-Is” Appraised Value for the mortgaged properties are 74.5% and 57.6%, respectively.

 

With respect to the mortgage loan secured by the mortgaged property identified on Annex A-1 to the Preliminary Prospectus as Hampton Inn - Derby, the Cut-off Date LTV Ratio, LTV Ratio at Maturity or ARD, and the Appraised Value are based on the "As-Is" Appraised Value of $7,000,000 as of August 28, 2018 along with a $150,000 FF&E reserve credit. A $472,500 property improvement plan is expected to be completed sometime in the future as the Mortgaged property is currently in compliance, but an initial reserve along with monthly escrows were required at origination. The Cut-off Date LTV Ratio and LTV Ratio at Maturity or ARD assuming the “As-Is” Appraised Value for the mortgaged property are 71.3% and 55.1%, respectively.

 

With respect to the mortgage loan secured by the mortgaged property identified on Annex A-1 to the Preliminary Prospectus as Bradenton Health Park East, the Cut-off Date LTV Ratio, LTV Ratio at Maturity or ARD, and Appraised Value are based on the "As Stabilized" Appraised Value of $6,300,000 as of February 15, 2019, which assumes that construction at building 6020 is completed and all three tenants at the building 6020 occupy their spaces and pay rents. The Appraised Value for the mortgaged property based on the “As-Is” Appraised Value is $5,700,000 as of November 26, 2018. The Cut-off Date LTV Ratio and LTV Ratio at Maturity or ARD based on the “As-Is” Appraised Value for the mortgaged property are 70.2% and 65.0%, respectively. At origination, the borrower deposited $374,614 into the Synergy Construction Reserve, $102,790 into the Caretenders Construction Reserve, $130,284 into the Blue Wave TI Reserve, $45,803 into the Free Rent Reserve - Synergy, and $15,450 into the Free Rent Reserve – Caretenders.

 

(4)“CaliforniaNorthern” includes zip codes above 93600, and “CaliforniaSouthern” includes zip codes at or below 93600.

 

(5)With respect to an ARD loan, refers to the term through the related anticipated repayment date.

 

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

 

 

UBS 2018-C15

 

OVERVIEW OF MORTGAGE POOL CHARACTERISTICS

 

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
Unit/Room/
Pad/NRA(1)
  Cut-off
Date
LTV
Ratio(1)(2)
  U/W
NCF
DSCR(1)
  U/W NOI
Debt
Yield(1)
Great Value Storage Portfolio  UBS AG  Various, Various  Self Storage  $55,000,000  8.5%  $27    29.3%  4.69x  20.1%  
Heartland Dental Medical Office Portfolio  UBS AG  Various, Various  Various  $54,942,030  8.5%  $187    55.4%  1.59x  11.7%  
Saint Louis Galleria  SG  St. Louis, MO  Retail  $45,000,000  7.0%  $515    51.5%  1.67x  11.3%  
Staples Strategic Industrial  GACC  Various, Various  Industrial  $35,000,000  5.4%  $31    62.6%  1.72x  9.5%  
CBBC Industrial Portfolio  GACC  Various, Various  Industrial  $33,030,000  5.1%  $56    61.7%  1.77x  10.4%  
435 Tasso Street  UBS AG  Palo Alto, CA  Office  $30,000,000  4.6%  $934    44.2%  2.57x  11.9%  
Pier 1 Imports Headquarters  Natixis  Fort Worth, TX  Office  $27,000,000  4.2%  $134    64.0%  1.38x  9.6%  
Princeton Marriott at Forrestal  UBS AG  Princeton, NJ  Hospitality  $24,000,000  3.7%  $79,470    63.3%  2.30x  17.1%  
McCreless Market  CIBC  San Antonio, TX  Retail  $20,475,000  3.2%  $119    56.9%  2.56x  12.7%  
Woodbury & Cyrene  GACC  Olympia, WA  Multifamily  $19,000,000  2.9%  $231,707    64.2%  1.45x  7.8%  
Total/Weighted Average           $343,447,030  53.1%         52.9%  2.30x  12.7%  

 

(1)With respect to any mortgage loan that is part of a whole loan, unless otherwise indicated, all LTV Ratio, U/W NCF DSCR, Debt Yield and Balance per Unit/Room/Pad/NRA calculations in this Term Sheet include any related pari passu companion loans and exclude any subordinate companion loans, as applicable. Additionally, LTV Ratio, U/W NCF DSCR, Debt Yield and Balance per Unit/Room/Pad/NRA figures in this Term Sheet are calculated for mortgage loans without regard to any additional indebtedness that may be incurred at a future date.

 

(2)With respect to the mortgage loan secured by the portfolio of mortgaged properties identified on Annex A-1 to the Preliminary Prospectus as Great Value Storage Portfolio, the Cut-off Date LTV Ratio, LTV Ratio at Maturity or ARD, and Appraised Value with respect to the whole loan are based on the “As-Portfolio” Appraised Value of $376,000,000 as of October 10, 2018, which reflects a 15.3% premium attributed to the aggregate sum of the “As-Is” Appraised Values, as applicable, for each of the Great Value Storage Portfolio mortgaged properties on an individual basis. On a portfolio basis, the Great Value Storage Portfolio mortgaged properties have an “As Stabilized” Appraised Value of $392,000,000 as of October 10, 2019. On a standalone basis, the Great Value Storage Portfolio mortgaged properties have an aggregate “As-Is” Appraised Value of $326,000,000. The Cut-off Date LTV Ratio and LTV Ratio at Maturity or ARD based on the whole loan and the aggregate standalone “As-Is” Appraised Value of $326,000,000 are 33.7% and 33.7%, respectively. The Cut-off Date LTV Ratio and LTV Ratio at Maturity or ARD based on the whole loan and the portfolio basis “As Stabilized” Appraised Value of $392,000,000 are 28.1% and 28.1%, respectively.

 

Existing Mezzanine Debt Summary
Mortgage Loan Mortgage Loan
Cut-off Date
Balance
Mezzanine Debt
Cut-off Date
Balance
Trust
U/W NCF
DSCR(1)
Total Debt
U/W NCF
DSCR(2)
Trust
Cut-off Date
LTV
Ratio(1)(3)
Total Debt
Cut-off Date
LTV
Ratio(2)(3)
Trust
U/W NOI
Debt
Yield(1)
Total Debt
U/W NOI
Debt
Yield(2)
Great Value Storage Portfolio $55,000,000 $166,000,000 4.69x 1.41x 29.3% 73.4% 20.1%   8.0%
Saint Louis Galleria $45,000,000 $24,688,302 1.67x 1.55x 51.5% 56.8% 11.3% 10.3%

 

(1)With respect to any mortgage loan that is part of a whole loan, the Trust U/W NCF DSCR, Trust Cut-off Date LTV Ratio and Trust U/W NOI Debt Yield include the related pari passu companion loan(s) and exclude any related subordinate companion loan(s) and the related mezzanine loan(s).

 

(2)Total Debt U/W NCF DSCR, Total Debt Cut-off Date LTV Ratio and Total Debt U/W NOI Debt Yield calculations include any related pari passu companion loan(s), related subordinate companion loan(s) and/or related mezzanine loan(s).

 

(3)With respect to the mortgage loan secured by the portfolio of mortgaged properties identified on Annex A-1 to the Preliminary Prospectus as Great Value Storage Portfolio, the Cut-off Date LTV Ratio, LTV Ratio at Maturity or ARD, and Appraised Value with respect to the whole loan are based on the “As-Portfolio” Appraised Value of $376,000,000 as of October 10, 2018, which reflects a 15.3% premium attributed to the aggregate sum of the “As-Is” Appraised Values, as applicable, for each of the Great Value Storage Portfolio mortgaged properties on an individual basis. On a portfolio basis, the Great Value Storage Portfolio mortgaged properties have an “As Stabilized” Appraised Value of $392,000,000 as of October 10, 2019. On a standalone basis, the Great Value Storage Portfolio mortgaged properties have an aggregate “As-Is” Appraised Value of $326,000,000. The Cut-off Date LTV Ratio and LTV Ratio at Maturity or ARD based on the whole loan and the aggregate standalone “As-Is” Appraised Value of $326,000,000 are 33.7% and 33.7%, respectively. The Cut-off Date LTV Ratio and LTV Ratio at Maturity or ARD based on the whole loan and the portfolio basis “As Stabilized” Appraised Value of $392,000,000 are 28.1% and 28.1%, respectively.

 

Subordinate Debt Summary
Mortgage Loan Mortgage Loan
Cut-off Date
Balance
Pari Passu
Companion
Loan(s)
Cut-off Date
Balance
Subordinate
Debt
Cut-off Date
Balance
Trust
U/W NCF
DSCR
Total
Mortgage Debt
U/W NCF
DSCR(1)
Trust
Cut-off Date
LTV Ratio
Total
Mortgage Debt
Cut-off Date
LTV Ratio(1)
Trust
U/W NOI
Debt Yield
Total Mortgage Debt
U/W NOI
Debt Yield(1)
Christiana Mall $10,000,000 $328,000,000 $212,000,000 3.15x 1.93x 32.5% 52.9% 13.8% 8.5%
(1)Total Mortgage Debt U/W NCF DSCR, Total Mortgage Debt Cut-off Date LTV Ratio and Total Mortgage Debt U/W NOI Debt Yield calculations include any related pari passu companion loan(s), and related subordinate companion loan(s) and excludes related mezzanine loan(s), if any.

 

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

 

 

UBS 2018-C15

 

OVERVIEW OF MORTGAGE POOL CHARACTERISTICS

 

Pari Passu Companion Loan Summary
Mortgage Loan Note(s) Original Balance Holder of Note(1) Lead Servicer for Whole
Loan (Y/N)
Master Servicer Under
Lead Securitization
Special Servicer Under
Lead Securitization
Great Value Storage Portfolio A-1, A-3 $55,000,000 UBS 2018-C15 No Midland Loan Services, a Division of PNC Bank, National Association(2) Midland Loan Services, a Division of PNC Bank, National Association(2)
  A-2 (controlling), A-4, A-5, A-6 $55,000,000 UBS AG Yes    
  Total $110,000,000        
Heartland Dental Medical Office Portfolio A-4, A-5, A-6 $55,000,000 UBS 2018-C15 No Midland Loan Services, a Division of PNC Bank, National Association(3) Rialto Capital Advisors, LLC(3)
  A-1, A-10 $44,000,000 UBS 2018-C14(4) No    
  A-2 (controlling), A-3, A-7, A-8, A-9 $81,500,000 UBS AG Yes    
  Total $180,500,000        
Saint Louis Galleria A-2-A1, A-2-A3 $45,000,000 UBS 2018-C15 No Midland Loan Services, a Division of PNC Bank, National Association(5) Midland Loan Services, a Division of PNC Bank, National Association(5)
  A-1-A1 (controlling), A-1-A3, A-1-A4, A-1-A5 $106,479,245 Deutsche Bank AG, acting through its New York Branch Yes    
  A-1-A2 $55,000,000 BMARK 2018-B8(6) No    
  A-2-A2, A-2-A4, A-2-A5 $33,520,755 Société Générale Financial Corporation No    
  Total $240,000,000        
Staples Strategic Industrial A-2-1, A-2-2 $35,000,000 UBS 2018-C15 No Midland Loan Services, a Division of PNC Bank, National Association CWCapital Asset Management LLC
  A-1-1 (controlling), A-3 $56,100,000 BMARK 2018-B8(6) Yes    
  A-1-2, A-2-3, A-4 $35,000,000 Deutsche Bank AG, acting through its New York Branch No    
  Total $126,100,000        
CBBC Industrial Portfolio A-1 (controlling) $33,030,000 UBS 2018-C15 Yes Midland Loan Services, a Division of PNC Bank, National Association Midland Loan Services, a Division of PNC Bank, National Association
  A-2 $20,000,000 Deutsche Bank AG, acting through its New York Branch No    
  Total $53,030,000        
Pier 1 Imports Headquarters A-2, A-4, A-5, A-6 $27,000,000 UBS 2018-C15 No Midland Loan Services, a Division of PNC Bank, National Association Midland Loan Services, a Division of PNC Bank, National Association
  A-1 (controlling), A-3 $28,000,000 UBS 2018-C13 Yes    
  Total $55,000,000        
16300 Roscoe Blvd. A-1 (controlling) $18,000,000 UBS 2018-C15 Yes Midland Loan Services, a Division of PNC Bank, National Association Midland Loan Services, a Division of PNC Bank, National Association
  A-2 $8,2500,000 UBS AG No    
  Total $26,250,000        
Regency Properties Portfolio A-2 $15,250,000 UBS 2018-C15 No Midland Loan Services, a Division of PNC Bank, National Association Rialto Capital Advisors, LLC
  A-1 (controlling) $20,000,000 UBS 2018-C14(4) Yes    
  Total $35,250,000        
Nebraska Crossing A-2 $15,000,000 UBS 2018-C15 No Midland Loan Services, a Division of PNC Bank, National Association Rialto Capital Advisors, LLC
  A-1 (controlling) $35,000,000 UBS 2018-C14(4) Yes    
  A-3, A-4 $21,500,000 SG No    
  Total $71,500,000        
Clevelander South Beach A-2 $10,000,000 UBS 2018-C15 No Midland Loan Services, a Division of PNC Bank, National Association Rialto Capital Advisors, LLC
  A-1 (controlling), A-3 $32,500,000 UBS 2018-C14(4) Yes    
  Total $42,500,000        
Christiana Mall A-2-D $10,000,000 UBS 2018-C15 No Wells Fargo Bank, National Association Wells Fargo Bank, National Association
  A-1-A (controlling), A-2-A, A-3-A, B-1, B-2, B-3 $284,320,000 BBCMS 2018-CHRS Yes    
  A-1-C, A-1-D, A-1-E $82,840,000 Barclays Bank PLC No    
  A-3-B, A-3-C $53,136,000 DBGS 2018-C1 No    
  A-1-B $50,000,000 WFCM 2018-C47 No    
  A-2-B $30,000,000 UBS 2018-C13 No    
  A-2-C $30,000,000 UBS 2018-C14(4) No    
  A-2-E $9,704,000 SG No    
  Total $550,000,000        
Ellsworth Place A-4, A-5 $10,000,000 UBS 2018-C15 No Wells Fargo Bank, National Association Midland Loan Services, a Division of PNC Bank, National Association
  A-1 (controlling) $24,000,000 WFCM 2018-C47 Yes    
  A-2 $20,000,000 UBS 2018-C13 No    
  A-3 $15,000,000 UBS 2018-C14(4) No    
  Total $69,000,000        
ExchangeRight Net Leased Portfolio 24 A-2 $4,165,000 UBS 2018-C15 No Midland Loan Services, a Division of PNC Bank, National Association(7) Midland Loan Services, a Division of PNC Bank, National Association(7)
  A-1 (controlling), A-3, A-4 $50,000,000 SG Yes    
  Total $54,165,000        

 

Please see footnotes on the following page.

 

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

 

 

UBS 2018-C15

 

OVERVIEW OF MORTGAGE POOL CHARACTERISTICS

 

(1)Identifies the expected holder as of the Closing Date.

(2)The Great Value Storage Portfolio Whole Loan is expected to initially be serviced under the UBS 2018-C15 pooling and servicing agreement until the securitization of the related controlling pari passu Note A-2, after which the Great Value Storage Portfolio Whole Loan will be serviced under the pooling and servicing agreement related to the securitization of the related controlling pari passu Note A-2 (the “Great Value Storage Portfolio Servicing Shift PSA”). The master servicer and special servicer under the Great Value Storage Portfolio Servicing Shift PSA will be identified in a notice, report or statement to holders of the UBS 2018-C15 certificates after the securitization of the related controlling pari passu Note A-2.

(3)The Heartland Dental Medical Office Portfolio Whole Loan is currently serviced under the UBS 2018-C14 pooling and servicing agreement until the securitization of the related controlling pari passu Note A-2, after which the Heartland Dental Medical Office Portfolio Whole Loan will be serviced under the pooling and servicing agreement related to the securitization of the related controlling pari passu Note A-2 (the “Heartland Dental Medical Office Portfolio Servicing Shift PSA”). The master servicer and special servicer under the Heartland Dental Medical Office Portfolio Servicing Shift PSA will be identified in a notice, report or statement to holders of the UBS 2018-C14 certificates after the securitization of the related controlling pari passu Note A-2.

(4)UBS 2018-C14 is expected to close on or about December 12, 2018.

(5)The Saint Louis Galleria Whole Loan is expected to initially be serviced under the BMARK 2018-B8 pooling and servicing agreement until the securitization of the related controlling pari passu Note A-1-A1, after which the Saint Louis Galleria Whole Loan will be serviced under the pooling and servicing agreement related to the securitization of the related controlling pari passu Note A-1-A1 (the “Saint Louis Galleria PSA”). The master servicer and special servicer under the Saint Louis Galleria Servicing Shift PSA will be identified in a notice, report or statement to holders of the UBS 2018-C15 certificates after the securitization of the related controlling pari passu Note A-1-A1.

(6)BMARK 2018-B8 is expected to close on or about December 27, 2018.

(7)The ExchangeRight Net Leased Portfolio 24 Whole Loan is expected to initially be serviced under the UBS 2018-C15 pooling and servicing agreement until the securitization of the related controlling pari passu Note A-1, after which the ExchangeRight Net Leased Portfolio 24 Whole Loan will be serviced under the pooling and servicing agreement related to the securitization of the related controlling pari passu Note A-1 (the “ExchangeRight Net Leased Portfolio 24 Servicing Shift PSA”). The master servicer and special servicer under the ExchangeRight Net Leased Portfolio 24 Servicing Shift PSA will be identified in a notice, report or statement to holders of the UBS 2018-C15 certificates after the securitization of the related controlling pari passu Note A-1.

 

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

 

 

UBS 2018-C15

 

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(s)
GVS - 1223, 1235, 1431, 1441, 1451, 1491, 1527, 1543 & 1559 North Nellis Boulevard(2) UBS AG Las Vegas, NV Self Storage $1,713,775 0.3% WFRBS 2014-C21
GVS - 4901 South Freeway(2) UBS AG Fort Worth, TX Self Storage $1,036,230 0.2% COMM 2013-CR9
GVS - 613 North Freeway(2) UBS AG Fort Worth, TX Self Storage $737,320 0.1% COMM 2013-CR9
Saint Louis Galleria SG St. Louis, MO Retail $45,000,000 7.0% COMM 2014-CCRE14
Food Lion Portfolio RMF Various, Various Retail $15,000,000 2.3% WFCM 2010-C1
Main Street Commons UBS AG St. Charles, IL Retail $12,560,000 1.9% CSFB 2002-CKN2
Five Points Plaza SG Atlanta, GA Office $11,300,000 1.7% JPMBB 2014-C19
Christiana Mall SG Newark, DE Retail $10,000,000 1.5% MSC 2011-C1
Spanish Springs Shopping Center UBS AG Sparks, NV Retail $7,500,000 1.2% LBUBS 2007-C7
Liberty Square SG Hinesville, GA Retail $6,730,000 1.0% WFRBS 2012-C8
Skyland Towne Center RMF Asheville, NC Retail $6,250,000 1.0% WFCM 2010-C1
Walgreens - Lawrenceville, GA(3) SG Lawrenceville, GA Retail $262,211 0.0% GSMS 2013-GC16
(1)Includes mortgage loans for which all or a portion of the previously existing debt was most recently securitized in one or more conduit securitizations, 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 mortgage loan sellers.

(2)Part of collateral for the Great Value Storage Portfolio.

(3)Part of collateral for the ExchangeRight Net Leased Portfolio 24.

 

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

 

 

Various

Collateral Asset Summary – Loan No. 1

Great Value Storage Portfolio

Cut-off Date Balance:

Cut-off Date LTV Ratio:

UW NCF DSCR:

UW NOI Debt Yield:

$55,000,000

29.3%

4.69x

20.1%

 

(GRAPHICS) 

 

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

 

 

Various

Collateral Asset Summary – Loan No. 1

Great Value Storage Portfolio

Cut-off Date Balance:

Cut-off Date LTV Ratio:

UW NCF DSCR:

UW NOI Debt Yield:

$55,000,000

29.3%

4.69x

20.1%

 

 (GRAPHICS)

 

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

 

 

Various

Collateral Asset Summary – Loan No. 1

Great Value Storage Portfolio

Cut-off Date Balance:

Cut-off Date LTV Ratio:

UW NCF DSCR:

UW NOI Debt Yield:

$55,000,000

29.3%

4.69x

20.1%

 

Mortgage Loan Information   Property Information
Mortgage Loan Seller: UBS AG   Single Asset/Portfolio: Portfolio

Credit Assessment

(Fitch/KBRA/Moody’s):

[ ]/[ ]/[ ]   Location: Various
  General Property Type: Self Storage
Original Balance(1): $55,000,000   Detailed Property Type: Self Storage
Cut-off Date Balance(1): $55,000,000   Title Vesting(2) Fee Simple
% of Initial Pool Balance: 8.5%   Year Built/Renovated: Various
Loan Purpose: Refinance   Size(3): 4,103,764 SF
Borrower Sponsor: Natin Paul   Cut-off Date Balance per SF(1): $27
Mortgage Rate: 4.13977%   Maturity Date Balance per SF(1): $27
Note Date: 11/30/2018  

Property Manager:

 

Great Value Storage, LLC
(borrower-related)

First Payment Date: 1/6/2019  
Maturity Date: 12/6/2023      
Original Term to Maturity: 60 months      
Original Amortization Term: 0 months   Underwriting and Financial Information
IO Period: 60 months   UW NOI(5): $22,105,016
Seasoning: 0 months   UW NOI Debt Yield(1): 20.1%
Prepayment Provisions: LO (24); DEF (29); O (7)   UW NOI Debt Yield at Maturity(1): 20.1%
Lockbox/Cash Mgmt Status: Hard/Springing   UW NCF DSCR(1): 4.69x
Additional Debt Type(1)(4): Pari Passu/Mezzanine   Most Recent NOI(5): $20,930,541 (9/30/2018 TTM)
Additional Debt Balance(1)(4): $55,000,000/$166,000,000   2nd Most Recent NOI(5): $19,294,182 (12/31/2017)
Future Debt Permitted (Type)(4): Yes (Mezzanine)   3rd Most Recent NOI(5): $17,914,420 (12/31/2016)
Reserves(6)   Most Recent Occupancy(5): 87.0% (9/16/2018)
Type Initial Monthly Cap   2nd Most Recent Occupancy(5): 82.7% (12/31/2017)
RE Tax: $525,978 $328,736 N/A   3rd Most Recent Occupancy(5): 84.8% (12/31/2016)
Insurance: $807,323 $93,875 N/A   Appraised Value (as of)(7): $376,000,000 (10/10/2018)
Replacements: $0 $34,198 N/A   Cut-off Date LTV Ratio(1)(7): 29.3%
Deferred Maintenance: $536,017 $0 N/A   Maturity Date LTV Ratio(1)(7): 29.3%
             
Sources and Uses
Sources Proceeds % of Total   Uses Proceeds % of Total
Loan Amount(1): $110,000,000 39.9%   Loan Payoff(8): $253,809,659 92.0%
Mezzanine Loans(4): $166,000,000 60.1%   Reserves: $1,869,318 0.7%
        Closing Costs: $6,019,566 2.2%
        Return of Equity: $14,301,457 5.2%
Total Sources: $276,000,000 100.0%   Total Uses: $276,000,000 100.0%

 

 

(1)The Great Value Storage Portfolio Mortgage Loan (as defined below) is part of the Great Value Storage Portfolio Whole Loan (as defined below), which is comprised of six pari passu promissory notes with an aggregate original principal balance of $110,000,000. The Great Value Storage Portfolio Whole Loan was originated concurrently with the Great Value Storage Portfolio Mezzanine Loans (as defined below) with an aggregate original principal balance of $166,000,000. The Cut-off Date Balance per SF, Maturity Date Balance per SF, UW NOI Debt Yield, UW NOI Debt Yield at Maturity, UW NCF DSCR, Cut-off Date LTV Ratio and Maturity Date LTV Ratio presented above are based on the aggregate principal balance of the promissory notes comprising the Great Value Storage Portfolio Whole Loan. The Cut-off Date Balance per SF, Maturity Date Balance per SF, UW NOI Debt Yield, UW NOI Debt Yield at Maturity, UW NCF DSCR, Cut-off Date LTV Ratio and Maturity Date LTV Ratio based on the Great Value Storage Portfolio Whole Loan and the Great Value Storage Portfolio Mezzanine Loans are $67, $67, 8.0%, 8.0%, 1.41x, 73.4% and 73.4%, respectively.

(2)A strip of land bisecting the 4043 - Fort Worth South property is owned by a utility company and is not collateral for the Great Value Store Portfolio Whole Loan. As of May 2011, the utility company, as licensor, has granted a license to the Great Value Storage Portfolio Borrower (as defined below) for use of the strip of land for parking. The strip of land has several power lines and electrical transmission towers, but is not improved by any other buildings, and the two portions of the 4043 - Fort Worth South property have separate access. All income and expenses attributed to the strip of land have been excluded from the valuation and underwriting.

(3)The Great Value Storage Portfolio (as defined below) has 30,811 units totaling 4,103,764 SF.

(4)See “The Mortgage Loan”, “Additional Secured Indebtedness (not including trade debts)” and “Mezzanine Loans and Preferred Equity” below for further discussion of additional and permitted additional debt.

(5)The Great Value Storage Portfolio Borrowers acquired two properties, 4076 - Bay Street and 4077 - Loop 197, in 2016 and two additional properties, 4079 - Aurora and 4080 - Commerce City, in 2017. As such, 2016 historical performance does not include 4076 - Bay Street and 4077 - Loop 197 and 2017 historical performance does not include 4079 - Aurora and 4080 - Commerce City. The increase in NOI is primarily due to the inclusion of the acquired additions. UW NOI is based on the underwritten rent roll.

(6)See “Escrows and Reserves” below for further discussion of reserve requirements.

(7)On a portfolio basis, the Great Value Storage Portfolio has an “as-is” appraised value of $376,000,000 as of October 10, 2018 and an “as stabilized” appraised value of $392,000,000 as of October 10, 2019. On a stand-alone basis, the 64 Great Value Storage Portfolio Properties (as defined below) have an aggregate “as-is” appraised value of $326,000,000. The Cut-off Date LTV Ratio and Maturity Date LTV Ratio based on the Great Value Storage Portfolio Whole Loan and the aggregate stand-alone “as-is” appraised value of $326,000,000 are 33.7% and 33.7%, respectively. The Cut-off Date LTV Ratio and Maturity Date LTV Ratio based on the Great Value Storage Portfolio Whole Loan and the portfolio “as stabilized” appraised value of $392,000,000 are 28.1% and 28.1%, respectively.

(8)Payoff includes defeasance costs of approximately $527,879.

 

The Mortgage Loan. The largest mortgage loan (the “Great Value Storage Portfolio Mortgage Loan”) is part of a whole loan (the “Great Value Storage Portfolio Whole Loan”) evidenced by six promissory notes with an aggregate original principal balance of $110,000,000. The Great Value Storage Portfolio Whole Loan is secured by a first priority fee mortgage encumbering a 4,103,764 SF, 30,811-unit portfolio of 64 self storage properties located across 10 states (each a “Great Value Storage Portfolio Property”, and collectively, the “Great Value Storage Portfolio Properties” or “Great Value Storage Portfolio”).

 

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

 

 

Various

Collateral Asset Summary – Loan No. 1

Great Value Storage Portfolio

Cut-off Date Balance:

Cut-off Date LTV Ratio:

UW NCF DSCR:

UW NOI Debt Yield:

$55,000,000

29.3%

4.69x

20.1%

 

Promissory Notes A-1 and A-3, with an aggregate original principal balance of $55,000,000, represent the Great Value Storage Portfolio Mortgage Loan and will be included in the UBS 2018-C15 Trust. The below table summarizes the Great Value Storage Portfolio Whole Loan, including the remaining promissory notes, which are currently held by UBS AG and are expected to be contributed to one or more future securitization transactions or may otherwise be transferred at any time. The Great Value Storage Portfolio Whole Loan will be serviced pursuant to the pooling and servicing agreement for the UBS 2018-C15 Trust until the controlling pari passu Note A-2 is securitized, whereupon the Great Value Storage Portfolio Whole Loan will be serviced pursuant to the pooling and servicing agreement for such future securitization. See “Description of the Mortgage Pool—The Whole Loans—The Serviced Pari Passu Whole Loans”, “—The Non-Serviced Pari Passu Whole Loans” and “Pooling and Servicing Agreement” in the Preliminary Prospectus.

 

Great Value Storage Portfolio Whole Loan Summary
Note Original Balance Cut-off Date Balance Anticipated Note Holder Controlling Piece
Note A-1 $35,000,000 $35,000,000 UBS 2018-C15 No
Note A-2 $35,000,000 $35,000,000 UBS AG Yes
Note A-3 $20,000,000 $20,000,000 UBS 2018-C15 No
Note A-4 $10,000,000 $10,000,000 UBS AG No
Note A-5 $5,000,000 $5,000,000 UBS AG No
Note A-6 $5,000,000 $5,000,000 UBS AG No
Total $110,000,000 $110,000,000    

 

The proceeds of the Great Value Storage Portfolio Mortgage Loan, together with the proceeds of two mezzanine loans (collectively, the “Great Value Storage Portfolio Mezzanine Loans”) of $166.0 million, were used to pay off existing debt on the Great Value Storage Portfolio Properties, fund reserves, pay closing costs, and return equity to the borrower sponsor.

 

The Borrowers and the Borrower Sponsor. The borrowers are 12 Delaware special purpose entities (each individually, a “Great Value Storage Portfolio Borrower”, and collectively, the “Great Value Storage Portfolio Borrowers”), which are controlled and owned, directly and indirectly by World Class Holding Company, LLC. Each borrowing entity is structured to be bankruptcy remote with two independent directors in its organizational structure. Legal counsel to the Great Value Storage Portfolio Borrowers delivered a non-consolidation opinion in connection with the origination of the Great Value Storage Portfolio Whole Loan. The borrower sponsor and non-recourse guarantor of the Great Value Storage Portfolio Mortgage Loan is Natin Paul (the “Great Value Storage Portfolio Sponsor”), who is the sole owner of 100% of the common units in World Class Holding Company, LLC.

 

The Great Value Storage Portfolio Sponsor is the Founder, President, and CEO of World Class, a holding company that owns a diverse portfolio of real estate assets and operating companies, including real estate investment platforms, World Class Property Company, World Class Equity, and Great Value Storage. World Class Property Company, headquartered in Austin, Texas, owns and operates a portfolio of over 150 properties across 16 states, in addition to a portfolio of development sites entitled for over 50 million SF of potential development. The existing portfolio includes office buildings, retail properties, apartment communities, mixed-use assets, industrial warehouses, parking facilities, hospitality properties, marina, and land located throughout the nation. Founded in 2008, Great Value Storage (“GVS”) owns and operates 83 self storage facilities comprising 6.5 million SF of rentable space across 11 states.

 

The Properties. The Great Value Storage Portfolio Mortgage Loan is secured by 64 self storage properties located across ten states with an aggregate of 30,811 units totaling 4,103,764 SF. The Great Value Storage Portfolio Sponsor acquired the Great Value Storage Portfolio Properties over the past ten years at a total cost basis of approximately $310.0 million. Since August 2016, the Great Value Storage Portfolio Sponsor has invested approximately $4.4 million in non-reoccurring capital improvements, which included uniformity in branding across the properties, full repainting of the exteriors and interiors of properties, new awnings, new signage, new unit doors, access improvements, office construction, and LED light installation.

 

Excluding four properties not owned prior to January 2016, the Great Value Storage Portfolio’s net operating income has increased 2.6% from 2016 to 2017 and 6.7% from 2017 to the trailing twelve-months ending in September 30, 2018. The Great Value Storage Portfolio has average quarterly portfolio occupancy between 83% and 88% since the first quarter of 2015 and as of the underwritten rent roll dated September 16, 2018, the portfolio occupancy based on SF and units was 87.0% and 85.7%, respectively.

 

The Great Value Storage Portfolio includes 3,758 climate-controlled units totaling 403,764 SF, 25,560 non-climate-controlled units totaling 3,537,581 SF and 87 other office/warehouse/retail storage units totaling 125,562 SF. The non-climate-controlled units average 237 SF and range in unit size from 9 SF to 4,428 SF. The climate-controlled units average 122 SF and range in unit size from 13 SF to 375 SF. The office/warehouse/retail storage units average 1,125 SF and range in unit size from 160 SF to 7,020 SF. The storage units account for 99.1% of net rentable square footage and 95.9% of UW base rent.

 

In addition to conventional storage units, the Great Value Storage Portfolio includes 1,380 covered and uncovered vehicle parking units, 13 office/warehouse/retail commercial spaces, four campsites, seven billboard and two cell tower leases. Five of the Great Value Storage Portfolio Properties lease 34,427 SF to 11 commercial tenants, accounting for UW base rent of $291,303 (0.9% of annual UW base rent). The commercial tenants include Jack Williams Tire Company (16,065 SF, 32.6% of commercial UW base rent), which utilizes its space as a tire repair shop, JJ Auto Sales (4,800 SF, 12.8% of commercial UW base rent), which utilizes its space as a used car dealership, and West Licking Joint Fire Department (2,404, SF, 6.6% of commercial UW base rent), which utilizes its space as the city fire department. Six of the Great Value Storage Portfolio Properties lease seven billboards and two of the Great Value Storage Portfolio Properties lease two cell towers, accounting for UW base rent of $37,854 (0.2% of annual UW base rent) in the aggregate. Additionally, the 4003 - Texas Storage Park property leases four open area campsites totaling 2,400 SF.

 

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

 

 

Various

Collateral Asset Summary – Loan No. 1

Great Value Storage Portfolio

Cut-off Date Balance:

Cut-off Date LTV Ratio:

UW NCF DSCR:

UW NOI Debt Yield:

$55,000,000

29.3%

4.69x

20.1%

 

The following table presents certain information relating to the Great Value Storage Portfolio Properties:

 

Portfolio Summary
State Average Year
Built
Average Year
Renovated
No. of Properties Net Rentable Area (SF)(1) Net
Rentable Area (Units)(1)
Occupancy(1)(2)

Allocated

Cut-off Date

Balance(3)

% of

Allocated Cut-off Date Balance

Appraised
Value(4)
LTV(3)(4) UW NCF
Texas 1981 1998 34 2,186,173 15,947 86.5% $56,634,060 51.5% $174,135,000 32.5% $10,861,717
Ohio 1985 1991 16 939,677 7,567 90.4% $26,304,340 23.9% $72,930,000 36.1% $5,449,419
Mississippi 1988 NAP 3 236,355 1,801 83.6% $5,858,700 5.3% $17,550,000 33.4% $1,113,642
Illinois 2001 2004 2 163,944 1,387 63.3% $4,543,470 4.1% $12,900,000 35.2% $892,530
Colorado 1984 NAP 2 103,520 717 90.8% $4,025,360 3.7% $11,700,000 34.4% $869,445
Nevada 1954 1982 1 131,744 694 99.5% $3,427,550 3.1% $9,200,000 37.3% $660,453
New York 1966 NAP 2 90,862 736 89.9% $3,387,680 3.1% $9,100,000 37.2% $712,156
Missouri 1997 NAP 1 70,000 480 87.7% $2,072,460 1.9% $6,700,000 30.9% $397,172
Tennessee 1979 NAP 2 108,575 766 91.2% $2,032,610 1.8% $6,275,000 32.4% $389,694
Indiana 1985 NAP 1 72,914 716 81.0% $1,713,770 1.6% $5,510,000 31.1% $324,771
Total/Wtd. Avg.   64 4,103,764 30,811 87.0% $110,000,000 100.0% $376,000,000 29.3% $21,671,000

 

 

(1)Information is based on the underwritten rent roll.

(2)Occupancy is based on the net rentable square footage at each Great Value Storage Portfolio Property. The weighted average occupancy of the Great Value Storage Portfolio, based on net rentable units, is 85.7%.

(3)Allocated Cut-off Date Balance and LTV are based on the Great Value Storage Portfolio Whole Loan.

(4)The aggregate Appraised Value for each state represents the “as-is” appraised value on a stand-alone basis. Total Appraised Value and Wtd Avg. LTV are based on the portfolio “as-is” appraised value of $376,000,000 as of October 10, 2018. Wtd. Avg. LTV based on the aggregate stand-alone “as-is” appraised value of $326,000,000 is 33.7%.

 

The following table presents certain information relating to the unit mix at the Great Value Storage Portfolio Properties:

 

Portfolio Unit Mix(1)
Unit Type Net Rentable Area (SF) % of Net
Rentable Area
(SF)
Net
Rentable Area (Units)
% of Net
Rentable Area (Units)
Occupancy
(%)(2)
Annual UW
Base Rent
% of Annual UW Base Rent
Storage Units (Conventional)(3) 4,066,907 99.1% 29,405 95.4% 85.5% $31,736,047 95.9%
Parking Spaces (Covered) N/A N/A 97 0.3% 95.9% $128,282 0.4%
Parking Spaces (Uncovered) N/A N/A 249 0.8% 90.8% $177,023 0.5%
Parking Spaces (Other) N/A N/A 1,034 3.4% 87.6% $708,962 2.1%
Commercial Units 34,457 0.8% 13 0.0% 100.0% $291,303 0.9%
Campsite 2,400 0.1% 4 0.0% 75.0% $16,800 0.1%
Billboard N/A N/A 7 0.0% 100.0% $20,745 0.1%
Cell Tower N/A N/A 2 0.0% 100.0% $17,109 0.1%
Total 4,103,764 100.0% 30,811 100.0% 85.7% $33,096,271 100.0%

 

 

(1)Information is based on the underwritten rent roll.

(2)Occupancy is based on the net rentable units at each Great Value Storage Portfolio Property. The weighted average occupancy of the Great Value Storage Portfolio, based on net rentable square footage, is 87.0%.

(3)Includes non-climate-controlled, climate-controlled, and office/warehouse/retail storage space

 

The Market. The Great Value Storage Portfolio benefits from geographical diversity with properties located across ten states and 39 cities. Of these, 34 properties are located across six statistical metropolitan areas (“SMAs”) in Texas (53.3% of net rental square footage, 51.5% of the allocated cut-off date balance). Additionally, 16 properties are located across five SMAs in Ohio (22.9% of net rentable square footage, 23.9% of the allocated cut-off date balance). No individual property represents more than 3.5% of net rentable square footage or 3.9% of the allocated cut-off date balance.

 

The weighted average estimated 2018 population and average household income within a three-mile radius and five-mile radius of the Great Value Storage Portfolio Properties is 102,474 and $71,294 and 237,731 and $75,872, respectively. The Great Value Storage Portfolio Properties are primarily located in accessible urban and suburban areas along commercial roadways, in which the weighted average traffic count, based on the nearest major intersection to the Great Value Storage Portfolio Properties, is 18,875.

 

According to a third party research report, there are approximately 52,747 self storage facilities across the United States, which represents an increase of 1.1% over 2017. National occupancy rates have continued to improve from 82.8% in 2011 to 88.5% as of 2018. Within the Great Value Storage Portfolio, 28 properties are located within the Southwest division of the self storage market, which exhibited a national average occupancy rate of 87.3% for 2018. Additionally, 19 properties are located within the East North Central division of the self storage market, which exhibited a national average occupancy rate of 88.2% for 2018. According to the appraisal, 2018 nationwide non-climate-controlled storage units and climate-controlled storage units have an average rental rate of $15.42 PSF and $19.11 PSF, respectively. Non-climate-controlled storage units and climate-controlled storage units at the Great Value Storage Portfolio Properties have an average rental rate of $7.58 PSF and $11.32 PSF, respectively.

 

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

 

 

Various

Collateral Asset Summary – Loan No. 1

Great Value Storage Portfolio

Cut-off Date Balance:

Cut-off Date LTV Ratio:

UW NCF DSCR:

UW NOI Debt Yield:

$55,000,000

29.3%

4.69x

20.1%

 

Distribution by SMA
SMA # of Properties Net Rentable Area
(SF)(1)
UW NCF % of
UW
NCF
Traffic Count(2) 2018 Population - 5-Mile Radius(3)

Allocated

Cut-off Date

Balance(4)

Appraised
Value(5)
LTV(4)(5)
Houston-The Woodlands-Sugar Land, TX 22 1,385,596 $6,865,943 31.7% 11,308 302,438 $36,467,390 $114,440,000 31.9%
Dallas-Fort Worth-Arlington, TX 6 582,612 $2,789,948 12.9% 43,739 334,063 $14,547,100 $42,900,000 33.9%
Columbus, OH 7 456,336 $2,788,848 12.9% 15,829 240,262 $13,510,870 $38,000,000 35.6%
Dayton, OH 5 276,069 $1,375,388 6.3% 13,286 144,025 $6,934,780 $19,060,000 36.4%
Other, OH(6) 4 207,272 $1,285,183 5.9% 12,168 97,731 $5,858,690 $15,870,000 36.9%
Champaign-Urbana, IL 2 163,944 $892,530 4.1% 38,100 129,539 $4,543,470 $12,900,000 35.2%
Denver-Aurora-Lakewood, CO 2 103,520 $869,445 4.0% 9,597 264,542 $4,025,360 $11,700,000 34.4%
Jackson, MS 2 159,600 $743,406 3.4% 29,765 75,818 $3,905,800 $11,900,000 32.8%
Las Vegas-Henderson-Paradise, NV 1 131,744 $660,453 3.0% 38,000 415,102 $3,427,550 $9,200,000 37.3%
Austin-Round Rock, TX 4 113,270 $734,845 3.4% 2,929 173,371 $3,188,410 $8,770,000 36.4%
Other, TX(7) 2 104,695 $470,982 2.2% 3,035 31,574 $2,431,160 $8,025,000 30.3%
Orange-Rockland-Westchester, NY 1 63,137 $472,277 2.2% 18,300 108,334 $2,271,740 $6,100,000 37.2%
Kansas City, MO-KS 1 70,000 $397,172 1.8% 2,824 154,766 $2,072,460 $6,700,000 30.9%
Memphis, TN-AR-MS 2 108,575 $389,694 1.8% 31,612 196,642 $2,032,610 $6,275,000 32.4%
Hattiesburg, MS 1 76,755 $370,236 1.7% 10,000 66,649 $1,952,900 $5,650,000 34.6%
Indianapolis-Carmel-Anderson, IN 1 72,914 $324,771 1.5% 19,774 187,001 $1,713,770 $5,510,000 31.1%
Poughkeepsie-Newburgh-Middletown NY 1 27,725 $239,879 1.1% 9,180 22,489 $1,115,940 $3,000,000 37.2%
Total/Wtd. Avg. 64 4,103,764 $21,671,000 100.0% 18,875 237,731 $110,000,000 $376,000,000 29.3%

 

 

(1)Information is based on the underwritten rent roll.

(2)Information is based on third party market research reports.

(3)Information is based on the appraisals.

(4)Allocated Cut-off Date Balance and LTV are based on the Great Value Storage Portfolio Whole Loan.

(5)The aggregate Appraised Value for each SMA represents the “as-is” appraised value on a stand-alone basis. Total Appraised Value and Wtd Avg. LTV are based on the portfolio “as-is” appraised value of $376,000,000 as of October 10, 2018. Wtd. Avg. LTV based on the aggregate stand-alone “as-is” appraised value of $326,000,000 is 33.7%.

(6)Includes two properties in the Youngstown-Warren-Boardman, OH-PA SMA, one property in the Mansfield, OH SMA and one property in the Cincinnati, OH-KY-IN SMA.

(7)Includes one property in the Brownsville-Harlingen, TX SMA and one property in the San Antonio-New Braunfels, TX SMA.

 

Operating History and Underwritten Net Cash Flow. The following table presents certain information relating to the historical operating performance and the Underwritten Net Cash Flow at the Great Value Storage Portfolio Properties:

 

Cash Flow Analysis
  2015 2016 2017 9/30/2018 TTM UW UW PSF
Gross Potential Rent(1) $21,899,319 $32,785,852 $34,642,967 $35,352,553 $36,811,708 $8.97
Other Income(2) $1,517,842 $3,982,911 $4,227,152 $4,573,337 $4,573,337 $1.11
Less Vacancy & Credit Loss

($4,423,818)

($6,701,017)

($6,575,081)

($5,484,505)

($5,679,034)

($1.38)

Effective Gross Income $18,993,343 $30,067,746 $32,295,038 $34,441,385 $35,706,011 $8.70
Total Operating Expenses

$8,683,039

$12,153,326

$13,000,855

$13,510,843

$13,600,995

$3.31

Net Operating Income $10,310,304 $17,914,420 $19,294,182 $20,930,541 $22,105,016 $5.39
Capital Expenditures

$0

$0

$0

$0

$434,016

$0.11

Net Cash Flow $10,310,304 $17,914,420 $19,294,182 $20,930,541 $21,671,000 $5.28
             
Occupancy %(3) 86.0% 84.8% 82.7% 84.6% 84.6%  
NOI DSCR(4) 2.23x 3.88x 4.18x 4.53x 4.79x  
NCF DSCR(4) 2.23x 3.88x 4.18x 4.53x 4.69x  
NOI Debt Yield(4) 9.4% 16.3% 17.5% 19.0% 20.1%  
NCF Debt Yield(4) 9.4% 16.3% 17.5% 19.0% 19.7%  

 

 

(1)The Great Value Storage Portfolio Borrower acquired two properties, 4076 - Bay Street and 4077 - Loop 197, in 2016 and two additional properties, 4079 - Aurora and 4080 - Commerce City, in 2017. As such, the 2016 historical performance does not include 4076 - Bay Street and 4077 - Loop 197 and the 2017 historical performance does not include 4079 - Aurora and 4080 - Commerce City. The increase in Gross Potential Rent is primarily due to the inclusion of the acquired properties. UW Gross Potential Rent is based on the underwritten rent roll and includes base rental revenue from conventional self storage units, vehicle parking spaces, commercial units, campsites, billboards, and cell towers.

(2)Other Income includes personal property protection reimbursement, late fees, lien fees, admin fees, merchandise sales, miscellaneous income and other fees.

(3)UW Occupancy % is based on the economic occupancy of 15.4%. As of September 16, 2018, the Great Value Storage Portfolio had physical occupancy of 87.0%, based on net rentable square footage, and 85.7%, based on net rentable units.

(4)Debt service coverage ratios and debt yields are based on the Great Value Storage Portfolio Whole Loan.

 

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

 

 

Various

Collateral Asset Summary – Loan No. 1

Great Value Storage Portfolio

Cut-off Date Balance:

Cut-off Date LTV Ratio:

UW NCF DSCR:

UW NOI Debt Yield:

$55,000,000

29.3%

4.69x

20.1%

 

Escrows and Reserves. The Great Value Storage Portfolio Borrower deposited in escrow at origination (i) $525,978 for annual real estate taxes, (ii) $807,323 for annual insurance premiums, and (iii) $536,017 for immediate repairs. The Great Value Storage Portfolio Borrower is required to escrow monthly (i) 1/12 of the annual estimated tax payments, currently equal to $328,736, (ii) 1/12 of the annual estimated insurance premiums, currently equal to $93,875 and (iii) $34,198 for replacement reserves.

 

Lockbox and Cash Management. The Great Value Storage Portfolio Whole Loan has a hard lockbox with springing cash management upon the occurrence and continuance of a Cash Management Trigger Event (as defined below). Pursuant to the Great Value Storage Portfolio Whole Loan documents, during the continuance of a Cash Management Trigger Event, all excess funds on deposit in the cash management account (after payment of required monthly reserve deposits, debt service payment and cash management bank fees) will be applied as follows: (i) to the debt service payment of the Great Value Storage Portfolio Mezzanine A Loan, (ii) if no event of default is continuing under the Great Value Storage Portfolio Mezzanine A Loan, to the debt service payment of the Great Value Storage Portfolio Mezzanine B Loan, (iii) if a Cash Sweep Trigger Event (as defined below) is continuing, to an excess cash reserve, or (a) if a Cash Sweep Trigger Event has occurred as a result of an event of default under the Great Value Storage Portfolio Mezzanine A Loan, to the lender of the Great Value Storage Portfolio Mezzanine A Loan, or (b) if no event of default is continuing under the Great Value Storage Portfolio Mezzanine A Loan, but an event of default is continuing under the Great Value Storage Portfolio Mezzanine B Loan, to the lender of the Great Value Storage Portfolio Mezzanine B Loan, and (iv) if a Cash Sweep Trigger Event is not continuing, to the Great Value Storage Portfolio Borrower.

 

A “Cash Management Trigger Event” will occur upon (i) an event of default, (ii) any bankruptcy action involving the Great Value Storage Portfolio Borrower, the Great Value Storage Portfolio Sponsor, the guarantor, or the property manager, (iii) the trailing 12-month period debt service coverage ratio, based on the Great Value Storage Portfolio Whole Loan and Great Value Storage Portfolio Mezzanine Loans (the “Cumulative DSCR”), falling below 1.34x, or if the Permitted Mezzanine Loan (as defined below) is then outstanding, the trailing 12-month period debt service coverage ratio, based on the Great Value Storage Portfolio Whole Loan, Great Value Storage Portfolio Mezzanine Loans and the Permitted Mezzanine Loan (the “Fully Funded Cumulative DSCR”), falling below 1.16x, (iv) any indictment for fraud or misappropriation of funds by the Great Value Storage Portfolio Borrower, the Great Value Storage Portfolio Sponsor, the guarantor, or the property manager, or any officer of the aforementioned, or (v) notice of an event of default under any of the Great Value Storage Portfolio Mezzanine Loans. A Cash Management Trigger Event will continue until, in regard to clause (i) above, the cure of such event of default and acceptance of such cure by the lender, in regard to clause (ii) above, the filing being discharged, stayed or dismissed within 60 days for the Great Value Storage Portfolio Borrower, the Great Value Storage Portfolio Sponsor, or guarantor, or within 120 days for the property manager, and the lender’s determination that such filing does not materially affect the obligations of the Great Value Storage Portfolio Borrower, the Great Value Storage Portfolio Sponsor, the guarantor, or the property manager under the applicable the Great Value Storage Portfolio Whole Loan documents or management agreement, as applicable, in regard to clause (iii) above, either (a) the Cumulative DSCR is at least 1.39x for two consecutive calendar quarters or if the Permitted Mezzanine Loan is then outstanding, the Fully Funded Cumulative DSCR is at least 1.21x for two consecutive calendar quarters, or (b) the Great Value Storage Portfolio Borrower deposits with the lender, either in cash or letter of credit, an amount that if applied to the reduction of the outstanding principal balances of the Great Value Storage Portfolio Whole Loan and the Great Value Storage Portfolio Mezzanine Loans, would result in a Cumulative DSCR of at least 1.34x or if the Permitted Mezzanine Loan is then outstanding, would result in a Fully Funded Cumulative DSCR of 1.16x, in regard to clause (iv) above, the dismissal of the applicable indictment with prejudice or the acquittal of the applicable person with respect to the related charge or the replacement of the property manager with a qualified manager pursuant to the Great Value Storage Portfolio Whole Loan documents, or in regard to clause (v) above, the lender receives notice of the cure of such event of default and acceptance of such cure by the applicable lender of the Great Value Storage Portfolio Mezzanine Loan.

 

A “Cash Sweep Trigger Event” will occur upon (i) an event of default, (ii) any bankruptcy action involving the Great Value Storage Portfolio Borrower, the Great Value Storage Portfolio Sponsor, the guarantor, or the property manager, (iii) the Cumulative DSCR falling below 1.34x, or if the Permitted Mezzanine Loan is then outstanding, the Fully Funded Cumulative DSCR falling below 1.16x, or (iv) notice of an event of default under any of the Great Value Storage Portfolio Mezzanine Loans. A Cash Sweep Trigger Event will continue until, in regard to clause (i) above, the cure of such event of default and acceptance of such cure by the lender, in regard to clause (ii) above, the filing being discharged, stayed or dismissed within 60 days for the Great Value Storage Portfolio Borrower, the Great Value Storage Portfolio Sponsor, or guarantor, or within 120 days for the property manager, and the lender’s determination that such filing does not materially affect the obligations of the Great Value Storage Portfolio Borrower, the Great Value Storage Portfolio Sponsor, the guarantor, or the property manager under the applicable the Great Value Storage Portfolio Whole Loan documents or management agreement, as applicable, in regard to clause (iii) above, either (a) the Cumulative DSCR is at least 1.39x for two consecutive calendar quarters or if the Permitted Mezzanine Loan is then outstanding, the Fully Funded Cumulative DSCR is at least 1.21x for two consecutive calendar quarters, or (b) the Great Value Storage Portfolio Borrower deposits with the lender, either in cash or letter of credit, an amount that if applied to the reduction of the outstanding principal balances of the Great Value Storage Portfolio Whole Loan and the Great Value Storage Portfolio Mezzanine Loans, would result in a Cumulative DSCR of at least 1.34x or if the Permitted Mezzanine Loan is then outstanding, would result in a Fully Funded Cumulative DSCR of 1.16x, or in regard to clause (iv) above, the lender receives notice of the cure of such event of default and acceptance of such cure by the applicable lender of the Great Value Storage Portfolio Mezzanine Loan.

 

Additional Secured Indebtedness (not including trade debts). Prior to November 30, 2020, a newly-formed single-purpose entity that owns 100% of the direct equity interests of the borrower of the Great Value Storage Portfolio Mezzanine B Loan has a one-time right to pledge all or any portion of its limited liability company interests to secure an additional mezzanine loan up to a maximum principal amount of $19,000,000 (the “Permitted Mezzanine Loan”), provided that the following conditions, among others, are satisfied: (i) the debt yield, including the Great Value Storage Portfolio Whole Loan, the Great Value Storage Portfolio Mezzanine Loans and the Permitted Mezzanine Loan, is not less than 7.3%, (ii) the debt service coverage ratio, including the Great Value Storage Portfolio Whole Loan, the Great Value Storage Portfolio Mezzanine Loans and the Permitted Mezzanine Loan, is not less than 1.20x, (iii) the loan-to-value ratio, including the Great Value Storage Portfolio Whole Loan, the Great Value Storage Portfolio Mezzanine Loans and the Permitted Mezzanine Loan, is not greater than 79.0%, and (iv) the Permitted Mezzanine Loan is coterminous with the Great Value Storage Portfolio Whole Loan and provides for a fixed rate of interest.

 

Mezzanine Loans and Preferred Equity. The Great Value Storage Portfolio Mezzanine Loans are comprised of a mezzanine loan in the original principal amount of $103.0 million (the “Great Value Storage Portfolio Mezzanine A Loan”), which is secured by the direct equity ownership in the Great Value Storage Portfolio Borrower, and a mezzanine loan in the original principal amount of $63.0 million (the “Great Value Storage Portfolio Mezzanine B Loan”), which is subordinate to the Great Value Storage Portfolio Mezzanine A Loan. The Great Value Storage Portfolio Mezzanine A Loan and Great Value Storage Portfolio Mezzanine B Loan have a coupon of 5.5000% per annum and 7.8750% per annum, respectively, and are coterminous with the Great Value Storage Portfolio Whole Loan. Including the Great Value Storage Portfolio Whole Loan and the Great Value Storage Portfolio Mezzanine Loans,

 

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

 

 

Various

Collateral Asset Summary – Loan No. 1

Great Value Storage Portfolio

Cut-off Date Balance:

Cut-off Date LTV Ratio:

UW NCF DSCR:

UW NOI Debt Yield:

$55,000,000

29.3%

4.69x

20.1%

 

the cumulative Cut-off Date LTV Ratio, cumulative UW NCF DSCR and cumulative UW NOI Debt Yield are 73.4%, 1.41x and 8.0%, respectively. The lenders of the Great Value Storage Portfolio Whole Loan and Great Value Storage Portfolio Mezzanine Loans have entered into an intercreditor agreement.

 

Release of Property. The Great Value Storage Portfolio Borrower may partially defease the Great Value Storage Portfolio Whole Loan and obtain the release of any of the Great Value Storage Portfolio Properties securing the Great Value Storage Portfolio Whole Loan, at any time after the lockout period, provided that, among other things, (i) no event of default has occurred and is continuing, (ii) the Great Value Storage Portfolio Borrower prepays a portion of the Great Value Storage Portfolio Whole Loan equal to 110% of the allocated loan amount of the property being released, (iii) the Cumulative DSCR for the remaining properties following the release based on the trailing 12 months is no less than the greater of (a) the Cumulative DSCR immediately preceding such release and (b) the Cumulative DSCR (or the Fully Funded Cumulative DSCR, if applicable) as of the origination date, (iv) the debt yield for the remaining properties is no less than the greater of (a) the debt yield immediately preceding such release and (b) the debt yield at origination of the Great Value Storage Portfolio Whole Loan, (v) the loan-to-value ratio for the remaining properties is no greater than the lesser of (a) the loan-to-value ratio (based on the appraisals obtained in connection with the origination of the Great Value Storage Portfolio Whole Loan) immediately preceding such release and (b) the loan-to-value ratio at origination of the Great Value Storage Portfolio Whole Loan, (vi) the property or properties being released will be conveyed to a third party that is not an affiliate of the Great Value Storage Portfolio Borrower, (vii) the aggregate net operating income (“NOI”) of the remaining properties located in the Houston, Texas metropolitan area will not exceed 20% of the aggregate NOI of the remaining properties and the aggregate NOI of the remaining properties located in the Dallas, Texas metropolitan area will not exceed 40% of the aggregate NOI of the remaining properties, (viii) the Great Value Storage Portfolio Borrower delivers a REMIC opinion, (ix) the lender has obtained a rating agency confirmation, and (x) if any Great Value Storage Portfolio Mezzanine Loan is outstanding, the applicable borrower prepays a portion of the Great Value Storage Portfolio Mezzanine Loan equal to 110% of the allocated loan amount of the property being released. See “Description of the Mortgage Pool—Certain Terms of the Mortgage Loans—Releases; Partial Releases” in the Preliminary Prospectus.

 

Terrorism Insurance. The Great Value Storage Portfolio Borrower is required to obtain and maintain property insurance, commercial general liability insurance, and business income or rental loss insurance that covers perils of terrorism and acts of terrorism, both foreign and domestic.

 

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

 

 

Various

Collateral Asset Summary – Loan No. 2

Heartland Dental Medical
Office Portfolio

Cut-off Date Balance:

Cut-off Date LTV Ratio:

UW NCF DSCR:

UW NOI Debt Yield: 

$54,942,030

55.4%

1.59x

11.7%

 

(GRAPHIC) 

 

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

 

 

Various

Collateral Asset Summary – Loan No. 2

Heartland Dental Medical
Office Portfolio

Cut-off Date Balance:

Cut-off Date LTV Ratio:

UW NCF DSCR:

UW NOI Debt Yield: 

$54,942,030

55.4%

1.59x

11.7%

 

(MAP) 

 

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

 

 

Various

Collateral Asset Summary – Loan No. 2

Heartland Dental Medical
Office Portfolio

Cut-off Date Balance:

Cut-off Date LTV Ratio:

UW NCF DSCR:

UW NOI Debt Yield: 

$54,942,030

55.4%

1.59x

11.7%

 

Mortgage Loan Information   Property Information
Mortgage Loan Seller: UBS AG   Single Asset/Portfolio: Portfolio
Credit Assessment (Fitch/KBRA/Moody’s): NR/NR/NR   Location: Various
  General Property Type: Various
Original Balance(1): $55,000,000   Detailed Property Type: Various
Cut-off Date Balance(1): $54,942,030   Title Vesting: Fee Simple
% of Initial Pool Balance: 8.5%   Year Built/Renovated: Various
Loan Purpose: Refinance   Size: 962,501 SF
Borrower Sponsor: Richard Eugene Workman   Cut-off Date Balance per SF(1): $187
Mortgage Rate: 5.7000%   Maturity Date Balance per SF(1): $158
Note Date: 10/26/2018   Property Manager: Self-managed
First Payment Date: 12/6/2018      
Maturity Date: 11/6/2028      
Original Term to Maturity: 120 months      
Original Amortization Term: 360 months      
IO Period: 0 months      
Seasoning: 1 month   Underwriting and Financial Information
Prepayment Provisions(2): LO (12); YM1 (104); O (4)   UW NOI: $21,164,378
Lockbox/Cash Mgmt Status: Hard/Springing   UW NOI Debt Yield(1): 11.7%
Additional Debt Type(1): Pari Passu   UW NOI Debt Yield at Maturity(1): 14.0%
Additional Debt Balance(1): $125,367,722   UW NCF DSCR(1): 1.59x
Future Debt Permitted (Type): No (N/A)   Most Recent NOI(4): $20,451,419 (6/30/2018 TTM)
Reserves(3)   2nd Most Recent NOI(4): $17,428,719 (12/31/2017)
Type Initial Monthly Cap   3rd Most Recent NOI(4): $13,960,122 (12/31/2016)
RE Tax: $250,000 Springing N/A   Most Recent Occupancy: 96.8% (9/13/2018)
Insurance: $384,109 Springing N/A   2nd Most Recent Occupancy: 97.0% (12/31/2017)
Replacements: $0 $16,042 $385,000   3rd Most Recent Occupancy: 97.0% (12/31/2016)
Deferred Maintenance: $316,121 $0 N/A   Appraised Value (as of): $325,235,000 (Various)
TI/LC: $109,315 $80,208 $1,925,002   Cut-off Date LTV Ratio(1): 55.4%
Rent Concession: $62,050 $0 N/A   Maturity Date LTV Ratio(1): 46.6%
             
Sources and Uses
Sources Proceeds % of Total   Uses Proceeds % of Total
Loan Amount(1): $180,500,000 100.0%   Loan Payoff: $149,277,510 82.7%
        Reserves: $1,121,595 0.6%
        Closing Costs: $8,087,845 4.5%
        Return of Equity: $22,013,050 12.2%
Total Sources: $180,500,000 100.0%   Total Uses: $180,500,000 100.0%

 

 

(1)The Heartland Dental Medical Office Portfolio Mortgage Loan (as defined below) is part of the Heartland Dental Medical Office Portfolio Whole Loan (as defined below), which is comprised of ten pari passu promissory notes with an aggregate original principal balance of $180,500,000. The Cut-off Date Balance per SF, Maturity Date Balance per SF, UW NOI Debt Yield, UW NOI Debt Yield at Maturity, UW NCF DSCR, Cut-off Date LTV Ratio and Maturity Date LTV Ratio presented above are based on the aggregate principal balance of the promissory notes comprising the Heartland Dental Medical Office Portfolio Whole Loan.

(2)Partial Release is permitted. See “Release of Property” below for further discussion of release requirements.

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

(4)Several of the Heartland Dental Medical Office Portfolio Properties (as defined below) were acquired/developed by the borrower sponsor in 2016 (18 properties), 2017 (25 properties) and 2018 (10 properties); as such, the 3rd Most Recent NOI includes full-year financial reporting for only 121 of the 169 Heartland Dental Medical Office Portfolio Properties and the 2nd Most Recent NOI includes full-year financial reporting for only 143 of the 169 Heartland Dental Medical Office Portfolio Properties. Most Recent NOI includes full-year financial reporting for 168 of the 169 Heartland Dental Medical Office Portfolio Properties.

 

The Mortgage Loan. The second largest mortgage loan (the “Heartland Dental Medical Office Portfolio Mortgage Loan”) is part of a whole loan (the “Heartland Dental Medical Office Portfolio Whole Loan”) evidenced by ten pari passu promissory notes with an aggregate original principal balance of $180,500,000. The Heartland Dental Medical Office Portfolio Whole Loan is secured by the fee interests in a 169-property portfolio totaling 962,501 SF, geographically distributed throughout 24 states, with the largest concentrations in Illinois (237,545 SF; 24.7% of NRA), Florida (179,190 SF; 18.6% of NRA) and Georgia (72,239 SF; 7.5% of NRA) (collectively, the “Heartland Dental Medical Office Portfolio Properties” or “Heartland Dental Medical Office Portfolio”). Promissory Notes A-4, A-5 and A-6, with an aggregate original principal balance of $55,000,000, represent the Heartland Dental Medical Office Portfolio Mortgage Loan and will be included in the UBS 2018-C15 Trust. The Heartland Dental Medical Office Portfolio Whole Loan will be serviced pursuant to the pooling and servicing agreement for the UBS 2018-C14 Trust until the controlling pari passu Promissory Note A-2 is securitized, whereupon the Heartland Dental Medical Office Portfolio Whole Loan will be serviced pursuant to the pooling and servicing agreement for such future securitization. The below table summarizes the Heartland Dental Medical Office Portfolio Whole Loan, including the remaining promissory notes, which are currently held by UBS AG and are expected to be contributed to one or more future securitization transactions or may otherwise be transferred at any time. See “Description of the Mortgage Pool—The Whole Loans—The Non-Serviced Pari Passu Whole Loans” and “Pooling and Servicing Agreement” in the Preliminary Prospectus.

 

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

 

 

Various

Collateral Asset Summary – Loan No. 2

Heartland Dental Medical
Office Portfolio

Cut-off Date Balance:

Cut-off Date LTV Ratio:

UW NCF DSCR:

UW NOI Debt Yield: 

$54,942,030

55.4%

1.59x

11.7%

 

Heartland Dental Medical Office Portfolio Whole Loan Summary
Note Original Balance Cut-off Date Balance Anticipated Note Holder Controlling Piece
Note A-1 $40,000,000 $39,957,840 UBS 2018-C14(1) No
Note A-2 $30,000,000 $29,968,380 UBS AG Yes
Note A-3 $20,000,000 $19,978,920 UBS AG No
Note A-4 $20,000,000 $19,978,920 UBS 2018-C15 No
Note A-5 $20,000,000 $19,978,920 UBS 2018-C15 No
Note A-6 $15,000,000 $14,984,190 UBS 2018-C15 No
Note A-7 $15,000,000 $14,984,190 UBS AG No
Note A-8 $10,000,000 $9,989,460 UBS AG No
Note A-9 $6,500,000 $6,493,149 UBS AG No
Note A-10 $4,000,000 $3,995,784 UBS 2018-C14(1) No
Total $180,500,000 $180,309,752    

 

 

(1)Notes A-1 and A-10 are currently held by UBS AG and are expected to be contributed to the UBS 2018-C14 securitization transaction, which is expected to close on or about December 12, 2018.

 

The proceeds of the Heartland Dental Medical Office Portfolio Whole Loan were used to refinance existing debt on the Heartland Dental Medical Office Portfolio Properties, fund reserves, pay closing costs, and return equity to the borrower sponsor.

 

The Borrower and the Borrower Sponsor. The borrower is PRD Owner, LLC (the “Heartland Dental Medical Office Portfolio Borrower”), a single-purpose Delaware limited liability company structured to be bankruptcy remote with two independent directors. A non-consolidation opinion was delivered in connection with the origination of the Heartland Dental Medical Office Portfolio Whole Loan. The Heartland Dental Medical Office Portfolio Borrower is wholly owned by PRD Mezz Owner, LLC, which is wholly owned by Professional Resource Development, Inc. (“PRDI”). PRDI is owned by Richard E. Workman 2001 Trust with Richard, Angela, Jordan, Jared, Meredith, and Madison Workman as the beneficiaries (33.33%), Workman Irrevocable Trust, with Jordan M. Workman as the beneficiary (16.66%), Workman Irrevocable Trust, with Jared R. Workman as the beneficiary (16.66%), Workman Irrevocable Trust, with Meredith A. Workman as the beneficiary (16.66%), and Workman Irrevocable Trust, with Madison A. Workman as the beneficiary (16.66%). The borrower sponsor and non-recourse carveout guarantor is Dr. Richard Eugene Workman.

 

Richard Eugene Workman founded PRDI in 2003 and currently serves as its President. PRDI, based in Effingham, Illinois, is a full-service real estate investment and development company that owns and develops commercial real estate throughout the United States. PRDI’s services include market analysis, site selection, site acquisition, site planning and design, leasing, permitting and zoning approvals, construction management, build-to-suits, and acquisition of existing assets and notes. As of December 31, 2017, PRDI reported total assets of approximately $298.4 million and stockholders’ equity of approximately $24.4 million. PRDI’s investment portfolio includes 212 single and multitenant medical office properties primarily occupied by dental offices affiliated with Heartland Dental, LLC (“Heartland Dental”) and its affiliates. Heartland Dental is 100.0% beneficially owned by Heartland Dental Holding Corporation, a Delaware corporation, which is majority-owned and controlled by affiliates of KKR & Co. LP.

 

Richard Eugene Workman founded Heartland Dental in 1997 and currently retains a 4.28% ownership interest in the company. See “Description of the Mortgage Pool—Tenant Issues—Affiliated Leases” in the Preliminary Prospectus. Heartland Dental is a dental service organization (“DSO”) that develops and manages the administrative functions of dental practices through Administrative Service Agreements (“ASAs”) with multiple professional corporations (“PCs”) located throughout the United States. Heartland Dental, through its wholly owned subsidiaries and supported PCs, is a dental practice management and dental practice operating company that develops, consolidates, and manages multispecialty dental practices throughout the United States. See “Major Tenant” below for more information on Heartland Dental.

 

The Properties. The Heartland Dental Medical Office Portfolio Properties are comprised of 169 properties totaling 962,501 SF of space across 24 states, with no state representing more than 24.7% of NRA or 23.0% of UW NCF. Sixty-two (62) of the Heartland Dental Medical Office Portfolio Properties, representing 284,718 SF (29.6% of NRA), were built between 2013 and 2018 and 134 of the Heartland Dental Medical Office Portfolio Properties, representing 680,377 SF (70.7% of NRA), were built between 2000 and 2018. Eleven (11) of the 169 Heartland Dental Medical Office Portfolio Properties, totaling approximately 42,782 SF or 4.4% of NRA, are subject to condominium structures and represent approximately $8.1 million (4.5%) of the Allocated Original Balance (as shown in the Portfolio Summary table below) of the Heartland Dental Medical Office Portfolio Whole Loan. See “Description of the Mortgage Pool—Condominium Interests” in the Preliminary Prospectus.

 

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

 

 

Various

Collateral Asset Summary – Loan No. 2

Heartland Dental Medical
Office Portfolio

Cut-off Date Balance:

Cut-off Date LTV Ratio:

UW NCF DSCR:

UW NOI Debt Yield: 

$54,942,030

55.4%

1.59x

11.7%

 

The following table presents certain information relating to the Heartland Dental Medical Office Portfolio Properties:

 

Portfolio Summary
State No. of
Properties
Net Rentable
Area (SF)(1)
Approximate
% of SF
UW NCF % of UW NCF

Allocated

 Original
Balance(2)

% of

Whole Loan
Original
Balance

Appraised
Value

Allocated

Original
Balance LTV
Ratio(2)

Florida 39 179,190 18.6% $4,609,359 23.0% $41,664,150 23.1% $75,565,000 55.1%
Illinois 23 237,545 24.7% $3,646,754 18.2% $32,720,160 18.1% $59,600,000 54.9%
South Carolina 17 69,247 7.2% $1,502,059 7.5% $13,708,420 7.6% $25,080,000 54.7%
Missouri 8 68,201 7.1% $1,472,593 7.4% $13,280,570 7.4% $22,350,000 59.4%
Georgia 13 72,239 7.5% $1,357,863 6.8% $12,489,450 6.9% $24,610,000 50.7%
Indiana 12 62,211 6.5% $1,328,830 6.6% $11,891,670 6.6% $22,110,000 53.8%
Texas 10 50,597 5.3% $1,260,308 6.3% $11,363,270 6.3% $20,040,000 56.7%
Tennessee 11 50,674 5.3% $1,210,481 6.1% $10,749,150 6.0% $19,730,000 54.5%
Oklahoma 5 24,949 2.6% $491,555 2.5% $4,506,800 2.5% $8,145,000 55.3%
Kentucky 4 25,175 2.6% $402,499 2.0% $3,597,810 2.0% $5,840,000 61.6%
Maryland 2 10,539 1.1% $344,196 1.7% $2,921,440 1.6% $4,300,000 67.9%
Arizona 3 9,892 1.0% $283,930 1.4% $2,578,680 1.4% $5,310,000 48.6%
Wisconsin 3 15,166 1.6% $296,839 1.5% $2,562,750 1.4% $3,950,000 64.9%
Alabama 3 13,300 1.4% $270,712 1.4% $2,521,770 1.4% $4,400,000 57.3%
Ohio 3 14,233 1.5% $271,449 1.4% $2,494,200 1.4% $4,150,000 60.1%
Virginia 2 10,129 1.1% $240,010 1.2% $2,202,970 1.2% $3,825,000 57.6%
Arkansas 2 13,994 1.5% $227,141 1.1% $2,138,570 1.2% $3,670,000 58.3%
Nebraska 2 8,067 0.8% $214,648 1.1% $1,967,830 1.1% $3,620,000 54.4%
Michigan 2 9,026 0.9% $177,105 0.9% $1,626,450 0.9% $2,710,000 60.0%
Colorado 1 4,150 0.4% $166,696 0.8% $1,520,860 0.8% $2,770,000 54.9%
Kansas 1 4,207 0.4% $94,528 0.5% $814,290 0.5% $1,400,000 58.2%
Minnesota 1 3,600 0.4% $52,922 0.3% $495,020 0.3% $950,000 52.1%
New Hampshire 1 3,270 0.3% $41,823 0.2% $343,000 0.2% $490,000 70.0%
New Mexico 1 2,900 0.3% $38,443 0.2% $340,720 0.2% $620,000 55.0%
Total/Wtd. Avg. 169 962,501 100.0% $20,002,741 100.0% $180,500,000 100.0% $325,235,000 55.5%

 

 

(1)Information is based on the underwritten rent roll.

(2)Allocated Original Balance is based on the Heartland Dental Medical Office Portfolio Whole Loan.

 

As of September 13, 2018 the Heartland Dental Medical Office Portfolio Properties were 96.8% occupied across 244 leases. A total of 104 Heartland Dental Medical Office Portfolio Properties, representing approximately 544,419 SF (56.6% of NRA) of space at the Heartland Dental Medical Office Portfolio, are single tenant and 100.0% leased by Heartland Dental and its affiliates. In total, Heartland Dental and its affiliates lease approximately 796,231 SF (82.7% of NRA) of space at 168 Heartland Dental Medical Office Portfolio Properties, 166 of which are medical offices and two of which are corporate offices located in Effingham, Illinois. The remainder of the Heartland Dental Medical Office Portfolio's net rentable area is leased by unaffiliated medical office tenants (14.1% of NRA).

 

Eighty-nine (89) of the Heartland Dental Medical Office Portfolio Properties (44.9% of NRA) were originally built and leased by Heartland Dental (built-to-suit for Heartland Dental as the intended user and tenant and first generation space in under-serviced areas) (collectively, the “De Novo Properties”). Seventy-seven (77) of the Heartland Dental Medical Office Portfolio Properties (39.9% of NRA) were acquired with existing medical office practices in place and have since been leased by Heartland Dental and its affiliates (collectively, the “Affiliate Properties”). Twenty-seven (27) of the De Novo Properties (11.9% of NRA) are newly constructed with operations commencing after January 1, 2016 and therefore are represented with non-stabilized operations (collectively, the “De Novo Model Properties”). Sixty-two (62) of the De Novo Properties (32.9% of NRA) are properties with operations commencing prior to January 1, 2016 and therefore are represented with stabilized operations (collectively, the “De Novo Base Properties”).

 

The 166 De Novo Properties and Affiliate Properties collectively generate total revenues of approximately $321.9 million with EBITDAR of approximately $79.2 million and average EBITDAR margins of 24.6% as of June 30, 2018, all of which are related to Heartland Dental leased buildings and units. Excluding the 27 recently opened De Novo Model Properties, the 139 De Novo Base Properties and Affiliate Properties collectively generate total revenues of approximately $293.8 million with EBITDAR of $76.8 million and average EBITDAR margins of 26.1% as of June 30, 2018. The De Novo Base Properties have a weighted average EBITDAR margin of 25.9% and a weighted average revenue of $555 PSF as of the June 30, 2018 trailing 12-month period.

 

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

 

 

Various

Collateral Asset Summary – Loan No. 2

Heartland Dental Medical
Office Portfolio

Cut-off Date Balance:

Cut-off Date LTV Ratio:

UW NCF DSCR:

UW NOI Debt Yield: 

$54,942,030

55.4%

1.59x

11.7%

 

The following tables present certain information relating to the tenant type distributions at the Heartland Dental Medical Office Portfolio Properties:

 

Distribution by Tenant Type(1)
Tenant Type No. of
Properties

Net
Rentable

Area (SF)(2)

Approximate
% of SF
UW NOI % of UW
NOI
UW NOI
Debt
Yield(3)

Allocated

Original
Balance(3)

% of

Whole Loan
Original
Balance

Appraised
Value
De Novo Base 62 317,104 32.9% $8,115,799 38.3% 11.6% $69,957,170 38.8% $126,055,000
Affiliate 77 384,489 39.9% $7,732,434 36.5% 11.8% $65,338,670 36.2% $113,440,000
De Novo Model 27 114,930 11.9% $3,705,053 17.5% 11.4% $32,492,330 18.0% $62,220,000
Corporate 2 127,152 13.2% $1,319,696 6.2% 12.9% $10,266,760 5.7% $19,820,000
Other 1 18,826 2.0% $291,396 1.4% 11.9% $2,445,070 1.4% $3,700,000
Total/Wtd. Avg. 169 962,501 100.0% $21,164,378 100.0% 11.7% $180,500,000 100.0% $325,235,000

 

 

(1)Tenant Type is based on the profile of the space leased to Heartland Dental at each related property.

(2)Information is based on the underwritten rent roll.

(3)Allocated Original Balance and UW NOI Debt Yield are based on the Heartland Dental Medical Office Portfolio Whole Loan.

 

Distribution by Tenant Type(1)
Tenant Type

Allocated

Original
Balance(2)

UW
Base Rent(3)
% of UW
Base
Rent
UW Base
Rent PSF(4)
6/30/2018
TTM
Revenue(5)
6/30/2018
EBITDAR(5)
EBITDAR
%(5)
UW Total
Rent(5)

EBITDAR/

UW Base
Rent(5)(6)

EBITDAR/

UW Total
Rent(5)(6)

De Novo Base $69,957,170 $8,426,917 37.8% $28.21 $124,307,274 $32,240,003 25.9% $8,313,624 4.90x 3.88x
Affiliate $65,338,670 $8,163,101 36.6% $21.82 $169,530,613 $44,574,432 26.3% $9,122,128 5.98x 4.89x
De Novo Model $32,492,330 $3,962,543 17.8% $34.48 $28,014,107 $2,392,341 8.5% $3,872,166 0.77x 0.62x
Corporate $10,266,760 $1,404,132 6.3% $11.04 N/A N/A N/A N/A N/A N/A
Other $2,445,070 $363,222 1.6% $21.15 N/A N/A N/A N/A N/A N/A
Total/Wtd. Avg. $180,500,000 $22,319,914 100.0% $23.95 $321,851,994 $79,206,776 24.6% $21,307,918 4.62x 3.72x

 

 

(1)Tenant Type is based on the profile of the space leased to Heartland Dental at each related property.

(2)Allocated Original Balance is based on the Heartland Dental Medical Office Portfolio Whole Loan.

(3)UW Base Rent includes all spaces leased to affiliated and unaffiliated third party tenants at the Heartland Dental Medical Office Portfolio Properties.

(4)Wtd. Avg. UW Base Rent PSF excludes vacant space.

(5)Information excludes spaces leased to unaffiliated third party tenants.

(6)De Novo Model properties are newly constructed with operations commencing after January 1, 2016 and are represented with non-stabilized operations. EBITDAR/UW Base Rent and EBITDAR/UW Total Rent excluding the De Novo Model tenants is 5.47x and 4.41x, respectively.

 

The borrower sponsor acquired or constructed the Heartland Dental Medical Office Portfolio Properties at various times since November 1999 with land acquisition costs totaling approximately $61.5 million, building costs totaling approximately $162.3 million, and total costs totaling approximately $223.8 million as of June 30, 2018.

 

Major Tenant.

 

Heartland Dental (796,231 SF, 82.7% of NRA, 86.8% of underwritten base rent). Heartland Dental (Moody’s/S&P: B3/B-), through its wholly owned subsidiaries and supported PCs, is a dental practice management and dental practice operating company that develops, consolidates, and manages multispecialty dental practices throughout the United States. Heartland Dental provides a full range of management and financial services to its supported PCs in the multispecialty dental services system and has ASAs with 67 PCs located in 35 different states. The ASAs represent Heartland Dental’s right to manage the administrative functions of the supported PCs and their dental group practices during the five- to 25-year terms of the agreements, which enable Heartland Dental to control substantially all nonprofessional activities of each dental practice. The ASAs also provide PCs with the right to operate in space leased directly by Heartland Dental.

 

Heartland Dental’s competitors include American Dental Partners, Great Expressions, InterDent, Aspen Dental, and Western Dental, which are regionally-or nationally-branded DSOs or health maintenance organization dental providers. In comparison to its competitors, Heartland Dental operates and supports locally-branded dental offices, lending to a doctor-centric and neighborhood-provider approach.

 

Heartland Dental has an integration team that leverages the Heartland Dental platform and expertise to maximize the success of its De Novo (new offices in under-serviced areas) strategy. When considering potential locations, Heartland Dental’s De Novo team uses demographic analyses to optimize locations within its existing markets. Heartland Dental utilizes its network of brokers and developers to seek out potential locations. In addition, Heartland Dental utilizes a healthcare site selection analytics firm to assist in continuing to identify site locations. Heartland Dental’s analytics include patient demographics, population statistics, recruiting conditions, and competitive environment. Heartland Dental supports a network of over 1,300 dentists and the company has approximately 11,000 team members in more than 875 supported dental practices across 37 states.

 

As of June 30, 2018, Heartland Dental Holding Corporation reported total assets of approximately $3.0 billion, total shareholders’ equity of approximately $1.4 billion, and cash of approximately $19.2 million, compared to December 31, 2017, when Heartland Dental Holding Corporation reported total assets of approximately $1.6 billion, total shareholders’ equity of approximately $428.2 million, and cash of approximately $11.0 million. Heartland Dental, as a subsidiary of Heartland Dental Holding Corporation, only has annual financial statements available as part of the parent company's annual audited financials/supplemental schedules. As of December 31, 2017, Heartland Dental reported total assets of approximately $1.7 billion, total shareholders’ equity of $493.3 million, and cash of approximately $6.6 million.

 

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

 

 

Various

Collateral Asset Summary – Loan No. 2

Heartland Dental Medical
Office Portfolio

Cut-off Date Balance:

Cut-off Date LTV Ratio:

UW NCF DSCR:

UW NOI Debt Yield: 

$54,942,030

55.4%

1.59x

11.7%

 

On April 30, 2018, KKR & Co. Inc. (“KKR”) acquired a majority interest in Heartland Dental from Ontario Teachers' Pension Plan, while Ontario Teachers’ Pension Plan retained a significant minority stake in Heartland Dental. KKR, founded in 1976 and led by Henry Kravis and George Roberts, is a global investment firm that manages multiple alternative asset classes, including private equity, energy, infrastructure, real estate, credit, and hedge funds worldwide. As of June 30, 2018, KKR reported $191.3 billion of assets under management.

 

The Heartland Dental Medical Office Portfolio Properties are subject to individual leases between PRDI, as landlord, and Heartland Dental and its affiliates, as tenant. The dental practice leases are unaffiliated with one another apart from their relationship to Heartland Dental. The leases with Heartland Dental are primarily structured with an initial lease term of 10 years, with two, 10-year renewal options with annual base rent increasing annually by the greater of (i) 2.5% or (ii) the percentage change in the CPI factor from the lease commencement date to the anniversary date. At the commencement of each renewal period, rent resets to fair market value.

 

The following table presents certain information relating to the lease rollover schedule at the Heartland Dental Medical Office Portfolio Properties:

 

Lease Rollover Schedule(1)(2)
Year # of
Leases Rolling
SF Rolling Approx. %
of Total SF
Rolling
Approx.
Cumulative %
of SF Rolling
UW Base
Rent PSF
Rolling(3)
Total UW Base
Rent Rolling
Approx. % of
Total Base
Rent Rolling

Approx. Cumulative
% of Total Base

Rent Rolling

MTM 2 2,879 0.3% 0.3% $20.39 $58,702 0.3% 0.3%
2018 2 3,251 0.3% 0.6% $18.82 $61,197 0.3% 0.5%
2019 14 28,138 2.9% 3.6% $27.01 $760,078 3.4% 3.9%
2020 11 26,235 2.7% 6.3% $18.91 $496,029 2.2% 6.2%
2021 22 78,278 8.1% 14.4% $25.58 $2,002,576 9.0% 15.1%
2022 32 101,830 10.6% 25.0% $25.59 $2,606,067 11.7% 26.8%
2023 21 71,584 7.4% 32.4% $27.03 $1,934,828 8.7% 35.5%
2024 30 116,242 12.1% 44.5% $24.92 $2,896,366 13.0% 48.5%
2025 27 90,934 9.4% 54.0% $24.67 $2,243,051 10.0% 58.5%
2026 29 141,688 14.7% 68.7% $20.69 $2,931,606 13.1% 71.6%
2027 26 85,443 8.9% 77.6% $24.67 $2,107,904 9.4% 81.1%
2028 20 154,705 16.1% 93.6% $20.59 $3,184,638 14.3% 95.4%
2029 & Beyond 8 30,850 3.2% 96.8% $33.61 $1,036,873 4.6% 100.0%
Vacant 0 30,444 3.2% 100.0% $0.00 $0 0.0% 100.0%
Total/Wtd. Avg. 244 962,501 100.0%   $23.95 $22,319,914 100.0%  

 

 

(1)Information is based on the underwritten rent roll.

(2)Certain tenants may have lease termination options that are exercisable prior to the originally stated expiration date of the subject lease and that are not considered in the lease rollover schedule.

(3)Wtd. Avg. UW Base Rent PSF Rolling excludes vacant space.

 

The Markets. The Heartland Dental Medical Office Portfolio Properties are located across the United States, with the three largest property concentrations, based on UW NOI, in the Orlando, Florida metropolitan statistical area (“MSA”), the Chicago-Naperville-Elgin, IL-IN-WI MSA, and the Effingham, Illinois MSA.

 

The following tables present certain market information relating to the Heartland Dental Medical Office Portfolio Properties’ major MSAs:

 

Distribution by MSA
MSA No. of
Prop

NRA

(SF)(1)

% of SF UW NOI % of UW NOI 6/30/2018
TTM
Revenue
6/30/2018
EBITDAR(2)
Appraised
Value

Allocated

Original Balance(3)

UW
NOI
Debt
Yiel
d(3)
Orlando, FL 10 51,922 5.4% $1,433,828 6.8% $20,107,920 $4,734,341 $23,570,000 $12,536,510 11.4%
Chicago-Naperville-Elgin, IL-IN-WI 11 55,538 5.8% $1,352,945 6.4% $17,572,995 $3,964,218 $21,650,000 $11,561,800 11.7%
Effingham, IL 2 127,152 13.2% $1,319,696 6.2% N/A N/A $19,820,000 $10,266,760 12.9%
St. Louis, MO-IL 8 61,042 6.3% $1,137,858 5.4% $14,964,631 $4,406,835 $16,350,000 $9,619,610 11.8%
Jacksonville, FL 8 40,553 4.2% $1,112,796 5.3% $14,814,522 $3,998,083 $17,440,000 $9,546,220 11.7%
Nashville-Davidson-Murfreesboro-Franklin, TN 8 40,227 4.2% $1,054,028 5.0% $14,880,713 $3,947,235 $16,630,000 $8,988,560 11.7%
Dallas-Fort Worth-Arlington, TX 6 30,246 3.1% $832,949 3.9% $19,983,508 $4,798,324 $13,160,000 $7,231,450 11.5%
Atlanta-Sandy Springs-Roswell, GA 7 50,979 5.3% $925,905 4.4% $19,581,993 $4,335,894 $15,650,000 $8,033,850 11.5%
Indianapolis-Carmel-Anderson, IN 5 30,839 3.2% $663,767 3.1% $7,102,490 $842,781 $10,640,000 $5,585,800 11.9%
Kansas City, MO-KS 3 19,559 2.0% $607,038 2.9% $4,400,935 $1,011,673 $8,450,000 $5,153,450 11.8%
Other 101 454,444 47.2% $10,723,567 50.7% $188,442,287 $47,167,392 $161,875,000 $91,975,990 11.7%
Total/Wtd. Avg. 169 962,501 100.0% $21,164,378 100.0% $321,851,994 $79,206,776 $325,235,000 $180,500,000 11.7%

 

 

(1)Information is based on the underwritten rent roll.

(2)Total 6/30/2018 EBITDAR excludes spaces leased to unaffiliated third party tenants.

(3)Allocated Original Balance and UW NOI Debt Yield are based on the Heartland Dental Medical Office Portfolio Whole Loan.

 

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

 

 

Various

Collateral Asset Summary – Loan No. 2

Heartland Dental Medical
Office Portfolio

Cut-off Date Balance:

Cut-off Date LTV Ratio:

UW NCF DSCR:

UW NOI Debt Yield: 

$54,942,030

55.4%

1.59x

11.7%

 

Distribution by MSA
MSA No. of
Prop

NRA

(SF)(1)

% of SF

Allocated

Original
Balance(2)

% of

Whole Loan
Original
Balance

Wtd. Avg.
Market Rent
PSF
Wtd. Avg.
Market
Vacancy
Wtd. Avg. UW
Base Rent
PSF(1)(3)
Wtd. Avg.
Vacanc
y
Orlando, FL 10 51,922 5.4% $12,536,510 6.9% $29.95 4.2% $30.01 0.0%
Chicago-Naperville-Elgin, IL-IN-WI 11 55,538 5.8% $11,561,800 6.4% $26.62 2.4% $26.65 0.0%
Effingham, IL 2 127,152 13.2% $10,266,760 5.7% $11.13 0.0% $11.04 0.0%
St. Louis, MO-IL 8 61,042 6.3% $9,619,610 5.3% $23.83 7.2% $22.14 7.3%
Jacksonville, FL 8 40,553 4.2% $9,546,220 5.3% $29.62 5.6% $29.79 0.0%
Nashville-Davidson-Murfreesboro-Franklin, TN 8 40,227 4.2% $8,988,560 5.0% $28.78 3.3% $28.25 0.0%
Dallas-Fort Worth-Arlington, TX 6 30,246 3.1% $7,231,450 4.0% $30.59 1.2% $30.62 7.6%
Atlanta-Sandy Springs-Roswell, GA 7 50,979 5.3% $8,033,850 4.5% $23.25 5.0% $19.75 9.4%
Indianapolis-Carmel-Anderson, IN 5 30,839 3.2% $5,585,800 3.1% $23.93 2.0% $24.08 12.6%
Kansas City, MO-KS 3 19,559 2.0% $5,153,450 2.9% $33.58 4.0% $35.00 12.4%
Other 101 454,444 47.2% $91,975,990 51.0% $25.03 3.3% $25.49 2.8%
Total/Wtd. Avg. 169 962,501 100.0% $180,500,000 100.0% $24.05 3.2% $23.95 3.2%

 

 

(1)Information is based on the underwritten rent roll.

(2)Allocated Original Balance is based on the Heartland Dental Medical Office Portfolio Whole Loan.

(3)Wtd. Avg. UW Base Rent PSF excludes vacant space.

 

Orlando, FL MSA:

 

There are 10 Heartland Dental Medical Office Portfolio Properties located in the Orlando, Florida MSA totaling approximately 51,922 SF (5.4% of NRA) in the aggregate, which collectively generate $1,433,828 in UW NOI (6.8% of UW NOI).

 

The following table presents certain market information relating to the Heartland Dental Medical Office Portfolio Properties located in the Orlando, Florida MSA:

 

Orlando, FL - Competitive Property Overview(1)
Property Location Population(2) Average Household Income(2) # of Comp Properties

Year Built

Range(3)

NRA Range /

Total(3) 

Occupancy Range / Average(3) Base Rent Range /
Average(3)
Heartland Dental Medical Office Portfolio - 9625 Lake Nona Village Place

9625 Lake Nona Village Place

Orlando, FL

70,364 $78,212 5 2008 - 2017

5,050 - 46,400 /

71,848

100.0% - 100.0% / 100.0% $28.75 - $37.00 / $32.95
Heartland Dental Medical Office Portfolio - 4999 North Tanner Road

4999 North Tanner Road

Orlando, FL

166,275 $77,161 5 2008 - 2017

5,050 - 46,400 /

71,848

100.0% - 100.0% / 100.0% $28.75 - $37.00 / $32.95
Heartland Dental Medical Office Portfolio - 7551 Osceola Polk Line Road

7551 Osceola Polk Line Road

Davenport, FL

36,483 $75,278 6 2003 - 2017

4,596 - 6,576 /

34,165

100.0% - 100.0% / 100.0% $22.00 - $39.00 / $31.17
Heartland Dental Medical Office Portfolio - 13816 Narcoossee Road

13816 Narcoossee Road

Orlando, FL

56,686 $87,701 5 2008 - 2017

5,050 - 46,400 /

71,848

100.0% - 100.0% / 100.0% $28.75 - $37.00 / $32.95
Heartland Dental Medical Office Portfolio - 8624 Lee Vista Boulevard

8624 Lee Vista Boulevard

Orlando, FL

155,636 $63,549 5 2008 - 2017

5,050 - 46,400 /

71,848

100.0% - 100.0% / 100.0% $28.75 - $37.00 / $32.95
Heartland Dental Medical Office Portfolio - 609 Front Street

609 Front Street

Celebration, FL

39,321 $76,952 4 1994 - 2018

4,838 - 8,782 /

29,411

100.0% - 100.0% / 100.0% $21.50 - $31.50 / $26.30
Heartland Dental Medical Office Portfolio - 2301 Old Canoe Creek Road

2301 Old Canoe Creek Road

St. Cloud, FL

60,366 $64,892 4 2008 - 2017

6,070 - 10,392 /

32,443

100.0% - 100.0% / 100.0% $26.00 - $35.00 / $31.81
Heartland Dental Medical Office Portfolio - 13851 North US Highway 441

13851 North US Highway 441

Lady Lake, FL

81,304 $63,831 6 2004 - 2017

3,600 - 14,894 /

43,911

100.0% - 100.0% / 100.0% $28.00 - $36.00 / $32.76
Heartland Dental Medical Office Portfolio - 2620 East Highway 50

2620 East Highway 50

Clermont, FL

80,483 $81,197 6 2015 - 2017

3,600 - 46,400 /

71,817

100.0% - 100.0% / 100.0% $28.00 - $36.00 / $32.76
Heartland Dental Medical Office Portfolio - 1381 Citrus Tower Boulevard

1381 Citrus Tower Boulevard

Clermont, FL

84,471 $80,640 6 2008 - 2018

5,243 - 85,500 /

138,346

67.0% - 100.0% / 97.3% $17.50 - $31.55 / $23.76

 

 

(1)Information is based on the appraisals.

(2)Based on the five-mile radius as of 2017.

(3)Year Built Range, NRA Range / Total, Occupancy Range / Average and Base Rent Range / Average are based on the appraisals’ rent comparables.

 

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

 

 

Various

Collateral Asset Summary – Loan No. 2

Heartland Dental Medical
Office Portfolio

Cut-off Date Balance:

Cut-off Date LTV Ratio:

UW NCF DSCR:

UW NOI Debt Yield: 

$54,942,030

55.4%

1.59x

11.7%

 

Chicago-Naperville-Elgin, IL-IN-WI MSA:

 

There are 11 Heartland Dental Medical Office Portfolio Properties located in the Chicago-Naperville-Elgin, IL-IN-WI MSA totaling approximately 55,538 SF (5.8% of NRA) in the aggregate, which collectively generate $1,352,945 in UW NOI (6.4% of UW NOI).

 

The following table presents certain market information relating to the Heartland Dental Medical Office Portfolio Properties located in the Chicago-Naperville-Elgin, IL-IN-WI MSA:

 

Chicago-Naperville-Elgin, IL-IN-WI - Competitive Property Overview(1)
Property Location Population(2) Average Household Income(2) # of Comp
Properties

Year Built

Range(3)

NRA Range /

Total(3) 

Occupancy Range / Average(3) Base Rent Range / Average(3)
Heartland Dental Medical Office Portfolio - 1010 West U.S. Route 6

1010 West U.S. Route 6

Morris, IL

18,648 $80,981 5 1950 - 2007

4,000 - 70,023 /

100,734

4.0% - 50.0% /

15.1%

$18.00 - $24.00 / $22.00 - $22.80
Heartland Dental Medical Office Portfolio - 12222 Route 47

12222 Route 47

Huntley, IL

71,343 $114,601 5 2004 - 2017

7,420 - 70,122 /

126,632

41.1% - 100.0% /

75.3%

$24.00 - $33.00 / $26.20 - $27.20
Heartland Dental Medical Office Portfolio - 450 South Weber Road

450 South Weber Road

Romeoville, IL

154,985 $86,159 5 1977 - 2014

12,329 - 115,000 /

237,510

84.0% - 100.0% /

95.5%

$22.00 - $36.00 / $25.80 - $28.80
Heartland Dental Medical Office Portfolio - 16620 West 159th Street

16620 West 159th Street

Lockport, IL

97,516 $92,356 5 1977 - 2014

12,329 - 115,000 /

237,510

84.0% - 100.0% /

95.5%

$22.00 - $36.00 / $25.80 - $28.80
Heartland Dental Medical Office Portfolio - 561 East Lincoln Highway

561 East Lincoln Highway

New Lenox, IL

90,036 $114,628 6 2005 - 2014

3,732 - 15,088 /

60,717

71.2% - 100.0% /

94.4%

$16.00 - $20.00 / $16.00 - $20.00
Heartland Dental Medical Office Portfolio - 692 Essington Road

692 Essington Road

Joilet, IL

90,036 $114,628 6 1979 - 2009

6,026 - 70,023 /

164,128

80.0% - 100.0% /

90.0%

$17.00 - $28.00 / $19.50 - $22.67
Heartland Dental Medical Office Portfolio - 1840 Dekalb Avenue

1840 Dekalb Avenue

Sycamore, IL

69,156 $66,213 9 1968 - 2017

4,533 - 15,848 /

89,368

43.3% - 100.0% /

93.7%

$21.00 - $25.00 / $21.00 - $25.00
Heartland Dental Medical Office Portfolio - 1402 U.S. Route 12

1402 U.S. Route 12

Fox Lake, IL

99,785 $85,485 4 1949 - 2007

2,700 - 22,440 /

46,066

80.0% - 100.0% /

89.9%

$18.00 - $38.00 / $21.50 - $26.50
Heartland Dental Medical Office Portfolio - 2707 Sycamore Road

2707 Sycamore Road

DeKalb, IL

69,156 $66,213 5 1995 - 2017

5,000 - 12,950 /

36,591

65.7% - 100.0% /

87.9%

$16.00 - $16.00 / $16.00 - $16.00
Heartland Dental Medical Office Portfolio - 309 West Ogden Avenue

309 West Ogden Avenue

Naperville, IL

207,802 $127,038 4 1954 - 2005

1,900 - 11,790 /

23,690

91.5% - 100.0% /

95.8%

$17.00 - $32.80 / $21.69 - $27.20
Heartland Dental Medical Office Portfolio - 1515 West 45th Avenue

1515 West 45th Avenue

Griffith, IN

144,526 $54,876 4 1982 - 2018

14,000 - 30,000 /

92,484

90.0% - 100.0% /

96.8%

$17.00 - $26.00 / $19.25 - $22.75

 

 

(1)Information is based on the appraisals.

(2)Based on the five-mile radius as of 2017.

(3)Year Built Range, NRA Range / Total, Occupancy Range / Average and Base Rent Range / Average are based on the appraisals’ rent comparables.

 

Effingham, IL MSA:

 

There are two Heartland Dental Medical Office Portfolio Properties located in the Effingham, Illinois MSA totaling approximately 127,152 SF (13.2% of NRA) in the aggregate, which collectively generate $1,319,696 in UW NOI (6.2% of UW NOI).

 

The following table presents certain market information relating to the Heartland Dental Medical Office Portfolio Properties located in the Effingham, Illinois MSA:

 

Effingham, IL - Competitive Property Overview(1)
Property Location Population(2) Average Household Income(2) # of Comp Properties

Year Built

Range(3)

NRA Range /

Total(3)

Occupancy Range / Average(3) Base Rent Range / Average(3)
Heartland Dental Medical Office Portfolio - 2202 Althoff Drive

2202 Althoff Drive

Effingham, IL

19,097 $70,177 7 1890 - 2011 11,646 - 79,000 / 292,841 100.0% - 100.0% / 100.0% N/A
Heartland Dental Medical Office Portfolio - 1200 Network Centre Drive 1200 Network Centre Drive Effingham, IL 19,097 $70,177 7 1890 - 2011 11,646 - 79,000 / 292,841 100.0% - 100.0% / 100.0% N/A

 

 

(1)Information is based on the appraisals.

(2)Based on the five-mile radius as of 2017.

(3)Year Built Range, NRA Range / Total, Occupancy Range / Average and Base Rent Range / Average are based on the appraisals’ rent comparables.

 

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

 

 

Various

Collateral Asset Summary – Loan No. 2

Heartland Dental Medical
Office Portfolio

Cut-off Date Balance:

Cut-off Date LTV Ratio:

UW NCF DSCR:

UW NOI Debt Yield: 

$54,942,030

55.4%

1.59x

11.7%

 

Operating History and Underwritten Net Cash Flow. The following table presents certain information relating to the historical operating performance and the Underwritten Net Cash Flow at the Heartland Dental Medical Office Portfolio Properties:

 

Cash Flow Analysis
  2015(1) 2016(1) 2017(1) 6/30/2018 TTM(1) UW UW PSF
Gross Potential Rent(2) N/A $14,283,247 $17,803,474 $20,739,670 $22,884,716 $23.78
Total Recoveries N/A $3,102,923 $3,363,302 $4,157,544 $5,783,035 $6.01
Other Income N/A $0 $0 $0 $0 $0.00
Less Vacancy & Credit Loss

N/A

$0

$0

$0

($1,433,388)

($1.49)

Effective Gross Income N/A $17,386,169 $21,166,775 $24,897,214 $27,234,364 $28.30
Total Operating Expenses

N/A

$3,426,047

$3,738,057

$4,445,794

$6,069,986

$6.31

Net Operating Income N/A $13,960,122 $17,428,719 $20,451,419 $21,164,378 $21.99
Tenant Improvements N/A $0 $0 $0 $481,251 $0.50
Leasing Commissions N/A $0 $0 $0 $481,251 $0.50
Replacement Reserves

N/A

$0

$0

$0

$199,135

$0.21

Net Cash Flow N/A $13,960,122 $17,428,719 $20,451,419 $20,002,741 $20.78
             
Occupancy %(3) N/A 97.0% 97.0% 97.0% 95.0%  
NOI DSCR(4) N/A 1.11x 1.39x 1.63x 1.68x  
NCF DSCR(4) N/A 1.11x 1.39x 1.63x 1.59x  
NOI Debt Yield(4) N/A 7.7% 9.7% 11.3% 11.7%  
NCF Debt Yield(4) N/A 7.7% 9.7% 11.3% 11.1%  

 

 

(1)Several of the Heartland Dental Medical Office Portfolio Properties were acquired/developed by the borrower sponsor in 2016 (18 properties), 2017 (25 properties) and 2018 (10 properties); as such, 2015 cash flow figures are not available, 2016 includes full-year financial reporting for only 121 of the 169 Heartland Dental Medical Office Portfolio Properties and 2017 includes full-year financial reporting for only 143 of the 169 Heartland Dental Medical Office Portfolio Properties. 6/30/2018 TTM includes full-year financial reporting for 168 of the 169 Heartland Dental Medical Office Portfolio Properties.

(2)UW Gross Potential Rent is based on the underwritten rent roll and includes (i) rent steps of $401,117 through November 2019 and (ii) vacancy gross up of $564,802.

(3)UW Occupancy % is based on underwritten economic vacancy of 5.0%. The Heartland Dental Medical Office Portfolio Properties were 96.8% occupied as of September 13, 2018.

(4)Debt service coverage ratios and debt yields are based on the Heartland Dental Medical Office Portfolio Whole Loan.

 

Escrows and Reserves. At origination of the Heartland Dental Medical Office Portfolio Whole Loan, the Heartland Dental Medical Office Portfolio Borrower deposited (i) $250,000 for real estate taxes (the “Closing Tax Deposit”), (ii) $384,109 for insurance premiums, (iii) $316,121 for deferred maintenance, (iv) $109,315 for tenant allowances, tenant improvements and leasing commissions (“TI/LC”) and (v) $62,050 for outstanding free rents, rent abatements or other rent concessions under the North Port Area Chamber of Commerce lease ($12,050) and the Mercy Clinic East Communities leases ($50,000). On a monthly basis, the Heartland Dental Medical Office Portfolio Borrower is required to deposit (i) an amount equal to 1/12 of the product of $0.20 and the aggregate net rentable SF in the Heartland Dental Medical Office Portfolio, initially equal to $16,042, into a replacement reserve, subject to a cap of an amount equal to $0.40 per the aggregate net rentable SF in the Heartland Dental Medical Office Portfolio, initially equal to $385,000 and (ii) an amount equal to 1/12 of the product of $1.00 and the aggregate net rentable SF in the Heartland Dental Medical Office Portfolio, initially equal to $80,208, into a TI/LC reserve, subject to a cap of an amount equal to $2.00 per the aggregate net rentable SF in the Heartland Dental Medical Office Portfolio, initially equal to $1,925,002. Monthly escrows for real estate taxes are waived, provided that (i) no Cash Management Trigger Event (as defined below) has occurred, (ii) an amount equal to the Closing Tax Deposit is on deposit in a real estate tax reserve and (iii) the Heartland Dental Medical Office Portfolio Borrower provides evidence of payment of taxes and other charges for each of the Heartland Dental Medical Office Portfolio Properties no later than 20 days prior to the date of delinquency (collectively, the “Monthly Tax Waiver Conditions”). If at any time any of the Monthly Tax Waiver Conditions are not satisfied with respect to any individual property, then (i) for the first five individual properties where such conditions are not satisfied, the Heartland Dental Medical Office Portfolio Borrower is required to make all monthly tax escrows for such individual properties and (ii) for any individual property where such Monthly Tax Waiver Conditions are not satisfied thereafter, the Heartland Dental Medical Office Portfolio Borrower is required to make all monthly tax escrows for all Heartland Dental Medical Office Portfolio Properties. Monthly escrows for insurance premiums are waived, provided that the Heartland Dental Medical Office Portfolio Properties are insured under an acceptable blanket insurance policy.

 

Lockbox and Cash Management. The Heartland Dental Medical Office Portfolio Whole Loan is structured with a hard lockbox and springing cash management. The Heartland Dental Medical Office Portfolio Borrower is required to cause all rents from Material Tenants (as defined below) to be delivered directly to the lockbox account, or if received by the Heartland Dental Medical Office Portfolio Borrower or property manager, the rents are required to be deposited into the lockbox account within two business days after receipt. Upon the occurrence and continuance of a Cash Management Trigger Event, the Heartland Dental Medical Office Portfolio Borrower is required to cause all rents from all tenants to be delivered directly to the lockbox account or if received by the Heartland Dental Medical Office Portfolio Borrower or property manager, the rents are required to be deposited into the lockbox account within two business days after receipt. Pursuant to the Heartland Dental Medical Office Portfolio Whole Loan documents, all excess funds on deposit (after payment of monthly reserve deposits, debt service payment and cash management bank fees) will be applied as follows: (a) if a Material Tenant Trigger Event (as defined below) is continuing, to the Material Tenant rollover reserve, subject to a cap of $15,000,000, (b) if a Cash Sweep Trigger Event (as defined below) is continuing, to the lender-controlled excess cash flow account and (c) if neither a Material Tenant Trigger Event nor a Cash Sweep Trigger Event exists, to the Heartland Dental Medical Office Portfolio Borrower.

 

A “Cash Management Trigger Event” will commence upon (i) the occurrence of an event of default and continue until such event of default is cured or waived, (ii) the occurrence of any bankruptcy action of the Heartland Dental Medical Office Portfolio Borrower, the borrower sponsor or the property manager and continue until any such bankruptcy action is discharged or dismissed, or in the case of the property manager, such property manager is replaced with a qualified property manager under a replacement agreement or the bankruptcy action is discharged or dismissed, (iii) the date the debt service coverage ratio for the immediately preceding 12-month period is less than 1.25x and will continue until such time as (x) the debt service coverage  

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

 

 

Various

Collateral Asset Summary – Loan No. 2

Heartland Dental Medical
Office Portfolio

Cut-off Date Balance:

Cut-off Date LTV Ratio:

UW NCF DSCR:

UW NOI Debt Yield: 

$54,942,030

55.4%

1.59x

11.7%

 

ratio for the immediately preceding 12-month period is at least 1.30x for two consecutive calendar quarters or (y) the Heartland Dental Medical Office Portfolio Borrower deposits with the lender in the form of cash or a letter of credit in an amount, as calculated by the lender, equal to an amount that if applied to repay the Heartland Dental Medical Office Portfolio Whole Loan would result in a debt service coverage ratio of 1.25x (the “DSCR Cash Management Trigger Cure Deposit”), (iv) an indictment for fraud or misappropriation of funds by the Heartland Dental Medical Office Portfolio Borrower, borrower sponsor or property manager or a director or an officer of the Heartland Dental Medical Office Portfolio Borrower, borrower sponsor or property manager and continue until (a) the dismissal of the applicable indictment, (b) the acquittal of each applicable person with respect to the related charge(s) or (c) with respect to a third party manager, such third party manager is replaced with a qualified manager under a replacement agreement, or (v) the occurrence of a Material Tenant Trigger Event and continue until such event is cured.

 

A “Cash Sweep Trigger Event” will commence upon (i) the occurrence of an event of default and continue until such event of default is cured, (ii) the occurrence of any bankruptcy action of the Heartland Dental Medical Office Portfolio Borrower, the borrower sponsor or the affiliated property manager and continue until any such bankruptcy action is discharged or dismissed, or in the case of the affiliated property manager, such affiliated property manager is replaced with a qualified property manager under a replacement agreement or the bankruptcy action is discharged or dismissed, or (iii) the date the debt service coverage ratio for the immediately preceding 12-month period is less than 1.20x and will continue until such time as (x) the debt service coverage ratio for the immediately preceding 12-month period is at least 1.25x for two consecutive calendar quarters or (y) the Heartland Dental Medical Office Portfolio Borrower deposits with the lender in the form of cash or a letter of credit in an amount, as calculated by the lender, equal to either (A) without duplication, the DSCR Cash Management Trigger Cure Deposit or (B) that if applied to repay the Heartland Dental Medical Office Portfolio Whole Loan would result in a debt service coverage ratio greater than 1.20x.

 

A “Material Tenant Trigger Event” will commence upon (i) any Material Tenant or any guarantor of the applicable Material Tenant lease becoming insolvent or a debtor in any bankruptcy action, (ii) any time when the adjusted Material Tenant EBITDA is not positive in the lender’s reasonable determination, provided that the Heartland Dental Medical Office Portfolio Borrower may suspend such Material Tenant Trigger Event for 12 months by depositing $7,500,000 with the lender for each such 12-month period (such deposit to be returned to the Heartland Dental Medical Office Portfolio Borrower upon a cure of the Material Tenant Trigger Event without such deposit being taken into effect), (iii) the lender determining based on the applicable annual HD Entity Reporting Items (as defined below) (x) the net worth of Heartland Dental, Neibauer Dental Corporation, Inc. or any of their respective affiliates (collectively, the “HD Tenant”) for the prior calendar year is less than $443,987,100 and (y) the Material Tenant does not have at least 90% of the total assets and total revenues that Heartland Dental had for the prior calendar year or (iv) the lender failing to receive the applicable HD Entity Reporting Items within (A) five business days of the Heartland Dental Medical Office Portfolio Borrower’s failure to deliver a financial statement including a balance sheet, statement of cash flows, reconciliation of net loss to EBITDA and adjusted EBITDA, profit and loss statement, and statement of changes of Heartland Dental and its subsidiaries and affiliates (collectively, the “HD Entity Reporting Items”) or (B) 30 calendar days of the Heartland Dental Medical Office Portfolio Borrower’s failure to deliver such items required in (A) above, if the Heartland Dental Medical Office Portfolio Borrower fails to deliver, as the result of the Material Tenant’s failure to deliver, such items to the Heartland Dental Medical Office Portfolio Borrower. A Material Tenant Trigger Event will continue until, in regard to clause (i) above, after an affirmation of the Material Tenant lease in the applicable bankruptcy proceeding and confirmation that the Material Tenant is actually paying all rents and other amounts under its lease (or, if applicable, the discharge or dismissal of the applicable Material Tenant lease guarantor from the applicable bankruptcy proceeding), provided that such bankruptcy (after dismissal or discharge) does not have an adverse effect on such Material Tenant lease guarantor’s ability to perform its obligations under its lease guaranty, in regard to clause (ii) above, the adjusted Material Tenant EBITDA is positive in the lender’s reasonable determination for two consecutive quarters, in regard to clause (iii) above, if (A) on the next applicable annual HD Entity Reporting Items the net worth of the HD Tenant for the prior calendar year is greater than $443,987,100 and/or the Material Tenant has at least 90% of the total assets and total net revenues that Heartland Dental had for the prior calendar year or (B) the Heartland Dental Medical Office Portfolio Borrower provides other evidence acceptable to the lender that the tenant has achieved the net worth and/or total assets and total net revenue thresholds set forth above in clause (A) for two consecutive calendar quarters, in regard to clause (iv) above, the delivery of all HD Entity Reporting Items that are due and outstanding, or in regard to clause (i), (ii) or (iii) above, the leasing of all the applicable Material Tenant space to a replacement tenant reasonably acceptable to the lender, which lease is comparable in terms to the existing Material Tenant lease being replaced, provided that such lease is a triple net lease and has an initial term of no less than five years.

 

A “Material Tenant” means (i) each HD Tenant or (ii) any lease which, either individually or when taken together with any other lease with the same tenant, and assuming the exercise of all expansion rights and preferential rights to lease additional space contained in such lease or leases (x) covers no less than 10% of the NRA at the Heartland Dental Medical Office Portfolio Properties or (y) requires the payment of base rent that is no less than 10% of the total in-place base rent at the Heartland Dental Medical Office Portfolio Properties.

 

Mezzanine Loan and Preferred Equity. Not permitted.

 

Release of Property. The Heartland Dental Medical Office Portfolio Borrower may obtain the release of any of the Heartland Dental Medical Office Portfolio Properties included in the Heartland Dental Medical Office Portfolio Whole Loan, at any time on or after December 6, 2019, provided that, among other things, (i) no event of default has occurred and is continuing, (ii) the Heartland Dental Medical Office Portfolio Borrower prepays a portion of the Heartland Dental Medical Office Portfolio Whole Loan equal to or exceeding 120% of the allocated loan amount of the property being released to a third party (the “Release Amount”) along with the applicable yield maintenance premium (or 130% of the allocated loan amount of the property being released to an affiliate under specified circumstances under the Heartland Dental Medical Office Portfolio Whole Loan documents in connection with specified condominium, title or zoning defaults that can be cured by releasing such property), (iii) the debt service coverage ratio for the remaining properties following the release based on the trailing 12 months is no less than the greater of (a) the debt service coverage ratio immediately preceding such release and (b) 1.54x, and (iv) if as of the date of its calculation, the ratio of (i) the sum of the outstanding principal amount of the Heartland Dental Medical Office Portfolio Whole Loan as of the date of such calculation to (ii) the fair market value of the Heartland Dental Medical Office Portfolio Properties (the “REMIC LTV”) exceeds 125% immediately after the property being released, no release will be permitted unless the balance of the Heartland Dental Medical Office Portfolio Whole Loan is paid down by the greater of (a) the Release Amount or (b) the least of the following amounts: (x) if the released property is sold, the net proceeds of the sale of the released property, (y) the fair market value of the released property at the time of such release, or (z) an amount such that the REMIC LTV after such release is not greater than the REMIC LTV of the Heartland Dental Medical Office Portfolio Properties immediately prior to such release.

 

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

 

 

Various

Collateral Asset Summary – Loan No. 2

Heartland Dental Medical
Office Portfolio

Cut-off Date Balance:

Cut-off Date LTV Ratio:

UW NCF DSCR:

UW NOI Debt Yield: 

$54,942,030

55.4%

1.59x

11.7%

 

Terrorism Insurance. The Heartland Dental Medical Office Portfolio Borrower is required to obtain and maintain property insurance, commercial general liability insurance, and business income insurance that covers perils of terrorism and acts of terrorism, both foreign and domestic, provided, if the Terrorism Risk Insurance Program Reauthorization Act of 2015 or a subsequent statute is not in effect, the Heartland Dental Medical Office Portfolio Borrower will not be required to pay annual premiums in excess of two times the premium in an amount equal to the property and business interruption insurance required under the Heartland Dental Medical Office Portfolio Whole Loan documents. See “Risk Factors—Risks Relating to the Mortgage Loans—Terrorism Insurance May Not Be Available for All Mortgaged Properties” in the Preliminary Prospectus.

 

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

 

 

1155 Saint Louis Galleria 

St. Louis, MO 63117 

Collateral Asset Summary – Loan No. 3 

Saint Louis Galleria 

Cut-off Date Balance: 

Cut-off Date LTV Ratio: 

UW NCF DSCR: 

UW NOI Debt Yield: 

$45,000,000 

51.5% 

1.67x 

11.3% 

  

(graphic) 

 

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

 

35 

 

 

1155 Saint Louis Galleria 

St. Louis, MO 63117 

Collateral Asset Summary – Loan No. 3 

Saint Louis Galleria 

Cut-off Date Balance: 

Cut-off Date LTV Ratio: 

UW NCF DSCR: 

UW NOI Debt Yield: 

$45,000,000 

51.5% 

1.67x 

11.3% 

 

(graphic) 

 

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

 

 

1155 Saint Louis Galleria 

St. Louis, MO 63117 

Collateral Asset Summary – Loan No. 3 

Saint Louis Galleria 

Cut-off Date Balance: 

Cut-off Date LTV Ratio: 

UW NCF DSCR: 

UW NOI Debt Yield: 

$45,000,000 

51.5% 

1.67x 

11.3% 

 

(graphic) 

 

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

 

 

1155 Saint Louis Galleria 

St. Louis, MO 63117 

Collateral Asset Summary – Loan No. 3 

Saint Louis Galleria 

Cut-off Date Balance: 

Cut-off Date LTV Ratio: 

UW NCF DSCR: 

UW NOI Debt Yield: 

$45,000,000 

51.5% 

1.67x 

11.3% 

 

(graphic) 

 

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

 

 

1155 Saint Louis Galleria 

St. Louis, MO 63117 

Collateral Asset Summary – Loan No. 3 

Saint Louis Galleria 

Cut-off Date Balance: 

Cut-off Date LTV Ratio: 

UW NCF DSCR: 

UW NOI Debt Yield: 

$45,000,000 

51.5% 

1.67x 

11.3% 

 

Mortgage Loan Information   Mortgaged Property Information
Mortgage Loan Seller: Société Générale   Single Asset/Portfolio: Single Asset

Credit Assessment 

(Fitch/KBRA/Moody’s): 

NR/NR/NR   Location: St. Louis, MO 63117
  General Property Type: Retail
Original Balance(1): $45,000,000   Detailed Property Type: Super Regional Mall
Cut-off Date Balance(1): $45,000,000   Title Vesting: Fee Simple
% of Initial Pool Balance: 7.0%   Year Built/Renovated: 1986/2011
Loan Purpose: Refinance   Size: 465,695 SF
Borrower Sponsor: BPR OP, LP (f/k/a GGP Operating Partnership, LP)   Cut-off Date Balance per SF(1): $515
    Maturity Date Balance per SF(1): $470
Mortgage Rate: 4.99677083333333%   Property Manager:

General Growth Services, Inc.
(borrower-related) 

Note Date: 11/1/2018    
First Payment Date: 12/1/2018      
Maturity Date: 11/1/2028      
Original Term to Maturity: 120 months      
Original Amortization Term: 360 months      
IO Period: 60 months   Underwriting and Financial Information
Seasoning: 1 month   UW NOI: $27,160,764
Prepayment Provisions(2): LO (25); DEF (90); O (5)   UW NOI Debt Yield(1): 11.3%
Lockbox/Cash Mgmt Status: Hard/Springing   UW NOI Debt Yield at Maturity(1): 12.4%
Additional Debt Type(1)(3)(4): Pari Passu/Mezzanine   UW NCF DSCR(1): 2.18x (IO) 1.67x (P&I)
Additional Debt Balance(1)(3)(4): $195,000,000/$25,000,000   Most Recent NOI: $27,309,350 (8/31/2018 TTM)
Future Debt Permitted (Type): No (N/A)   2nd Most Recent NOI: $26,996,606 (12/31/2017)
Reserves(5)   3rd Most Recent NOI: $26,847,500 (12/31/2016)
Type Initial Monthly Cap   Most Recent Occupancy(6): 96.9% (9/30/2018)
RE Tax: $0 Springing N/A   2nd Most Recent Occupancy: 97.4% (12/31/2017)
Insurance: $0 Springing N/A   3rd Most Recent Occupancy: 96.7% (12/31/2016)
Other: $1,675,345 $0 N/A   Appraised Value (as of): $465,600,000 (9/24/2018)
Replacements: $0 Springing $236,181   Cut-off Date LTV Ratio(1): 51.5%
TI/LC: $0 Springing $1,889,448   Maturity Date LTV Ratio(1): 47.0%
                 
Sources and Uses(6)
Sources Proceeds % of Total   Uses Proceeds % of Total
Loan Amount(1): $240,000,000 90.6%   Loan Payoff: $215,000,000  81.1%
Mezzanine Loan(1): $25,000,000 9.4%   Reserves: $1,675,345   0.6%
        Closing Costs: $1,440,523 0.5%
        Return of Equity: $46,884,132 17.7%
Total Sources: $265,000,000 100.0%   Total Uses: $265,000,000 100.0%

 

 

(1)The Saint Louis Galleria Mortgage Loan (as defined below) is part of the Saint Louis Galleria Whole Loan (as defined below), which is comprised of ten pari passu promissory notes with an aggregate original principal balance of $240,000,000. The Saint Louis Galleria Whole Loan was originated concurrently with the Saint Louis Galleria Mezzanine Loan (as defined below) with an aggregate original principal balance of $25,000,000. The Cut-off Date Balance per SF, Maturity Date Balance per SF, UW NOI Debt Yield, UW NOI Debt Yield at Maturity, UW NCF DSCR, Cut-off Date LTV Ratio and Maturity Date LTV Ratio numbers presented above are based on the aggregate principal balance of the Saint Louis Galleria Whole Loan and exclude the Saint Louis Galleria Mezzanine Loan. The Cut-off Date Balance per SF, Maturity Date Balance per SF, UW NOI Debt Yield, UW NOI Debt Yield at Maturity, UW NCF DSCR, Cut-off Date LTV Ratio and Maturity Date LTV Ratio based on the Saint Louis Galleria Whole Loan and the Saint Louis Galleria Mezzanine Loan are $569, $470, 10.3%, 12.4%, 1.55x, 56.8% and 47.0%, respectively.

(2)The lockout period will be at least 25 payments, beginning with and including the first payment date of December 1, 2018. Defeasance of the Saint Louis Galleria Whole Loan is permitted at any time after the earlier to occur of (i) two years after the closing date of the securitization that includes the last note to be securitized or (ii) November 1, 2021. The assumed lockout period of 25 payments is based on the expected UBS 2018-C15 securitization trust closing date in December 2018.

(3)See “The Mortgage Loan” and “Mezzanine Loan” below for further discussion of additional debt.

(4)The Saint Louis Galleria Whole Loan accrues interest and amortizes pursuant to a fixed amortization schedule as set forth in Annex F in the Preliminary Prospectus

(5)See “Escrows and Reserves” below for further discussion of reserve requirements.

(6)Most Recent Occupancy includes temporary tenants at the Saint Louis Galleria Property (as defined below), which collectively occupy 5,449 SF, and excludes three tenants vacating in the near term and one dark tenant, which four tenants collectively occupy 6,979 SF.

 

The Mortgage Loan. The third largest mortgage loan (the “Saint Louis Galleria Mortgage Loan”) is part of a whole loan (the “Saint Louis Galleria Whole Loan”) evidenced by ten pari passu promissory notes with an aggregate original balance of $240,000,000. The Saint Louis Galleria Whole Loan is secured by a first mortgage encumbering the fee interest in 465,695 SF of a 1,179,747 SF super-regional mall located in St. Louis, Missouri (the “Saint Louis Galleria Property”). The Saint Louis Galleria Whole Loan was co-originated on November 1, 2018 by Société Générale Financial Corporation (“SGFC”) and Deutsche Bank AG, New York Branch (“DBNY”). Promissory Notes A-2-A1 and A-2-A3, with an aggregate original principal balance of $45,000,000, collectively represent the Saint Louis Galleria Mortgage Loan, and will be included in the UBS 2018-C15 Trust. The Saint Louis Galleria Whole Loan will be serviced pursuant to the pooling and servicing agreement for the Benchmark 2018-B8 Trust until the controlling pari passu Promissory Note A-1-A1 is securitized, whereupon the Saint Louis Galleria Whole Loan will be serviced pursuant to the pooling and servicing agreement for such future securitization. The below table summarizes the Saint Louis Galleria Whole Loan, including the remaining promissory notes, which are currently held by DBNY and SGFC

 

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

 

 

1155 Saint Louis Galleria 

St. Louis, MO 63117 

Collateral Asset Summary – Loan No. 3 

Saint Louis Galleria 

Cut-off Date Balance: 

Cut-off Date LTV Ratio: 

UW NCF DSCR: 

UW NOI Debt Yield: 

$45,000,000 

51.5% 

1.67x 

11.3% 

 

and are expected to be contributed to one or more future securitization transactions or may otherwise be transferred at any time. See “Description of the Mortgage Pool—The Whole Loans—The Non-Serviced Pari Passu Whole Loans” and “Pooling and Servicing Agreement” in the Preliminary Prospectus.

 

Saint Louis Galleria Whole Loan Summary

 

Note Original Balance Cut-off Date Balance Anticipated Note Holder Controlling Piece
Note A-1-A1 $60,000,000 $60,000,000 DBNY Yes
Note A-1-A2(1) $55,000,000 $55,000,000 Benchmark 2018-B8 No
Note A-1-A3 $20,000,000 $20,000,000 DBNY No
Note A-1-A4 $20,000,000 $20,000,000 DBNY No
Note A-1-A5 $6,479,245 $6,479,245 DBNY No
Note A-2-A1 $30,000,000 $30,000,000 UBS 2018-C15 No
Note A-2-A2 $20,000,000 $20,000,000 SGFC No
Note A-2-A3 $15,000,000 $15,000,000 UBS 2018-C15 No
Note A-2-A4 $10,000,000 $10,000,000 SGFC No
Note A-2-A5 $3,520,755 $3,520,755 SGFC No
Total $240,000,000 $240,000,000    

 

 

(1)Note A-1-A2 is currently held by DBNY and is expected to be contributed to the Benchmark 2018-B8 securitization transaction. The Benchmark 2018-B8 securitization transaction is scheduled to close on or about December 27, 2018.

 

The proceeds of the Saint Louis Galleria Whole Loan, together with a mezzanine loan with an aggregate original principal balance of $25,000,000 (the “Saint Louis Galleria Mezzanine Loan”), were used to refinance the Saint Louis Galleria Property, fund reserves, pay closing costs and return equity to the borrower sponsor.

 

The Borrower and the Borrower Sponsor. The borrower is Saint Louis Galleria L.L.C. (the “Saint Louis Galleria Borrower”) a single-purpose Delaware limited liability company structured to be bankruptcy remote with two independent directors. Legal counsel to the Saint Louis Galleria Borrower delivered a non-consolidation opinion in connection with the origination of the Saint Louis Galleria Whole Loan. The borrower sponsor and nonrecourse carve-out guarantor of the Saint Louis Galleria Whole Loan is BPR OP, LP (f/k/a GGP Operating Partnership, LP) (“BPR”).

 

The Saint Louis Galleria Property has historically been owned by General Growth Properties Inc. (“GGP Inc.”). In August 2018, GGP Inc. was acquired by Brookfield Property Partners L.P. (“BPY”), a commercial real estate company, with approximately $90.0 billion in total assets and a diversified portfolio of office and retail assets, as well as interests in multifamily, triple net lease, industrial, hospitality, self-storage, student housing and manufactured housing assets. As a result of the acquisition, BPR was created as a public security intended to offer the economic equivalence to an investment in BPY in the form of a U.S. REIT stock. BPR is the successor of GGP Inc., which along with the Rouse Properties portfolio which BPY acquired in 2016, contains over $285 billion in assets under management within a portfolio of 163 shopping malls, across 41 states, comprising of approximately 148.0 million SF of gross leasable area across the United States. In addition to the Saint Louis Galleria Property, other BPR malls include Ala Moana Center in Honolulu, Hawaii, Tyson’s Galleria in Washington, D.C., Glendale Galleria in Glendale, California and Water Tower Place in Chicago, Illinois.

 

The Property. The Saint Louis Galleria Property consists of 465,695 collateral SF of a 1,179,747 SF, three-story, super-regional mall that is located approximately eight miles west of downtown St. Louis, Missouri. The approximately 1.2 million SF Saint Louis Galleria Mall is anchored by non-collateral tenants Dillard’s, Macy’s and Nordstrom that each independently own their respective spaces and comprise in the aggregate approximately 714,052 SF. As of September 30, 2018, the Saint Louis Galleria Property was 96.9% occupied by 125 retailers including nationally recognized retail tenants such as Apple, Forever 21, GAP/GAPKIDS/BABYGAP/GAPBO, H&M, Microsoft and Victoria’s Secret as well as restaurants including The Cheesecake Factory, Weber Grill Restaurant and Five Guys Burgers & Fries, which is complemented by a food court. Additionally, the Saint Louis Galleria Property includes a boutique-style movie theater (Galleria 6 Cinemas).

 

The Saint Louis Galleria Mall was constructed in 1986 and renovated in 2006 and 2011. Since January 1, 2018, 11 leases were signed at the Saint Louis Galleria Property (excluding temporary tenants), totaling 46,625 SF (10.0% of collateral NRA) and accounting for approximately $2.1 million underwritten base rent (9.0% of underwritten base rent) at an average rent of $48.95 PSF.

 

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

 

 

1155 Saint Louis Galleria 

St. Louis, MO 63117 

Collateral Asset Summary – Loan No. 3 

Saint Louis Galleria 

Cut-off Date Balance: 

Cut-off Date LTV Ratio: 

UW NCF DSCR: 

UW NOI Debt Yield: 

$45,000,000 

51.5% 

1.67x 

11.3% 

 

The following table presents certain information relating to the tenancy at the Saint Louis Galleria Property:

 

Tenant Summary(1)
Tenant Name

Credit Rating (Fitch/Moody’s/

S&P)(2)

Tenant SF % of
SF
Annual
UW Base Rent(3)
% of Total Annual UW Base Rent Annual UW Base Rent PSF(4) 8/31/2018 TTM Sales(5) Lease
Expiration
Date(6)
$ PSF Occ. Cost
Major Tenants                  
Galleria 6 Cinemas NR/NR/NR 19,624 4.2%       $454,992 2.0% $23.19 $2,543,725 $423,954(7) 20.0% 8/31/2023
H&M NR/NR/NR 12,913 2.8% (8)         (8)  (8) $3,910,706 $303 (8)  1/31/2021
Victoria’s Secret NR/Ba1/BB 12,892 2.8%      $593,032 2.6% $46.00 $3,339,800 $259 29.9% 1/31/2026
Urban Outfitters NR/NR/NR 12,623 2.7%       $592,435 2.6% $46.93 $2,515,122 $199 23.6% 1/31/2021
Forever 21 NR/NR/NR 11,798 2.5%       $737,647 3.2% $62.52 $3,155,808 $267 24.2% 1/31/2020
Helium Comedy Club(9) NR/NR/NR 11,477 2.5%       $159,135 0.7% $13.87 $1,798,630 N/A N/A  1/31/2026
Express Men NR/NR/NR 11,467 2.5%      $399,060 1.8% $34.80 $2,411,332 $210 38.6% 1/31/2024
Footaction USA(10) NR/Ba1/BB+ 11,114 2.4%       $742,860 3.3% $66.84 $4,695,512 N/A N/A  1/31/2026
The Cheesecake Factory NR/NR/NR 10,104 2.2%       $404,160 1.8% $40.00 $10,028,824 $993 7.4% 1/31/2023
GAP/GAPKIDS/BABYGAP/GAPBO NR/Baa2/BB+ 10,068 2.2%  $649,313 2.9% $64.49 $3,369,478 $335 33.8% 5/31/2025
Total Major Tenants   124,080 26.6% $4,732,634 20.8% $42.57        
Other Tenants(11) 327,038 70.2% $18,019,199(8) 79.2%(8) $56.94(8)        
Vacant   14,577 3.1% $0 0.0% $0.00        
Total/Wtd. Avg.   465,695 100.0% $22,751,833 100.0% $53.20        

 

 

(1)Information is based on the underwritten rent roll.

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

(3)Annual UW Base Rent PSF and Annual UW Base Rent reflects in-place leases based on the September 30, 2018 rent roll and excludes rent for three tenants vacating in the near term and one dark tenant, which collectively occupy 6,979 SF.

(4)Wtd. Avg. Annual UW Base Rent PSF excludes vacant space, five temporary tenants that collectively occupy 5,449 SF and tenants expected to pay percent in lieu rent (H&M and J Crew).

(5)8/31/2018 TTM Sales were provided by the borrower sponsor and include tenants reporting an entire 12-months of sales as of August 31, 2018. Occ. Cost excludes utilities reimbursement. Based on a percentage of collateral SF, approximately 70.5% of in-line tenants (<10,000 SF) and 69.9% of total collateral tenants reported sales for the period.

(6)Certain tenants may have termination or contraction options due to co-tenancy provisions in the related leases (which may become exercisable prior to the originally stated expiration date of the tenant lease).

(7)Galleria 6 Cinemas sales PSF reflect sales per screen (six screens).

(8)H&M expressed interest in expanding at the Saint Louis Galleria Property into approximately 21,000 SF. While the expansion is being negotiated, the borrower sponsor plans to convert them to a percent in lieu of approximately 15.0% of gross sales through January 31, 2021, which is being negotiated. Negotiations are also ongoing with J Crew (5,119 SF) to convert the tenant to percent in lieu of approximately 10.0% of gross sales through January 31, 2020.

(9)Helium Comedy Club, which took occupancy in January 2016, does not report sales information.

(10)Footaction USA, which took occupancy in September 2015, does not report sales information.

(11)Other Tenants includes five temporary tenants that collectively occupy 5,449 SF, as well as two tenants that have signed leases and have yet to take occupancy that account for 2,442 SF. Other Tenants excludes three tenants vacating in the near term and one dark tenant, which collectively occupy 6,979 SF.

 

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

 

 

1155 Saint Louis Galleria 

St. Louis, MO 63117 

Collateral Asset Summary – Loan No. 3 

Saint Louis Galleria 

Cut-off Date Balance: 

Cut-off Date LTV Ratio: 

UW NCF DSCR: 

UW NOI Debt Yield: 

$45,000,000 

51.5% 

1.67x 

11.3% 

 

The following table presents certain information relating to the lease rollover schedule at the Saint Louis Galleria Property:

 

Lease Rollover Schedule(1)(2)
Year # of
Leases
Rolling
SF Rolling Approx. % of
Total SF Rolling
Approx.
Cumulative %
of SF Rolling
UW Base Rent
PSF Rolling(3)
Total UW Base
Rent Rolling
Approx. % of
Total Rent
Rolling
Approx.
Cumulative %
of Total Rent
Rolling
MTM 0 0 0.0% 0.0% $0.00 $0 0.0% 0.0%
2018 3 5,229 1.1% 1.1% $57.40 $300,169 1.3% 1.3%
2019 16 46,347 10.0% 11.1% $38.44 $1,781,810 7.8% 9.2%
2020 12 38,634 8.3% 19.4% $44.48 $1,718,583 7.6% 16.7%
2021 27 87,106 18.7% 38.1% $52.11 $4,539,431 20.0% 36.7%
2022 12 18,244 3.9% 42.0% $67.09 $1,224,075 5.4% 42.0%
2023 16 66,618 14.3% 56.3% $46.64 $3,107,300 13.7% 55.7%
2024 7 32,542 7.0% 63.3% $48.77 $1,587,181 7.0% 62.7%
2025 8 31,495 6.8% 70.0% $71.91 $2,264,926 10.0% 72.6%
2026 12 73,919 15.9% 85.9% $47.67 $3,524,025 15.5% 88.1%
2027 7 25,214 5.4% 91.3% $63.31 $1,596,388 7.0% 95.1%
2028 3 16,101 3.5% 94.8% $45.04 $725,124 3.2% 98.3%
2029 & Beyond 3 9,669 2.1% 96.9% $39.59 $382,820 1.7% 100.0%
Vacant 0 14,577 3.1% 100.0% $0.00 $0 0.0% 100.0%
Total/Wtd. Avg. 126 465,695 100.0%   $53.20 $22,751,833 100.0%  

 

 

(1)Information obtained from the underwritten rent roll for leases in place as of September 30, 2018.

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

(3)Wtd. Avg. UW Base Rent PSF Rolling excludes vacant space, five temporary tenants that collectively occupy 5,449 SF and tenants expected to pay percent in lieu rent (H&M and J Crew).

 

The following table presents historical occupancy percentages at the Saint Louis Galleria Property:

 

Historical Occupancy 

12/31/2015(1) 

12/31/2016(1) 

12/31/2017(1) 

9/30/2018(1)(2) 

94.0% 96.7% 97.4% 96.9%

 

 

(1)Historical occupancy of the Saint Louis Galleria Mall including the non-collateral anchors for 12/31/2015, 12/31/2016, 12/31/2017 and 9/30/2018 was 97.6%, 98.7%, 99.0%, and 98.8% respectively.

(2)Information obtained from the underwritten rent roll.

 

The following table presents historical anchor sales at the Saint Louis Galleria Mall:

 

Historical Sales for Non-Collateral Anchors(1)
     

Sales Volume  

($ in millions) 

Sales  Volume (PSF) National Average
Tenant Ratings Net Rentable Area (SF) 2015 2016 2017 2015 2016 2017  

Sales Volume ($ in

millions)

Sales Volume (PSF)
Fitch/Moody’s/S&P(2)  Size
Dillard’s NR/NR/NR 313,913 $22.5 $22.6 $22.0 $72.0 $72.0 $70.0 168,493 $20.6 $127.0
Macy's BBB/Baa3/BBB- 262,139 $52.0 $50.0 $50.0 $198.0 $191.0 $191.0 160,000 $23.0 $165.0
Nordstrom BBB+/Baa1/BBB+ 138,000 $35.0 $32.5 $28.7 $254.0 $236.0 $208.0 175,000 $43.3 $337.0
Total   714,052 $109.5 $105.1 $100.7 $153.0 $147.0 $141.0      

 

 

Source: Industry Research Report

(1)Sales figures are based on estimates provided by the borrower sponsor.

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

 

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

 

 

1155 Saint Louis Galleria 

St. Louis, MO 63117 

Collateral Asset Summary – Loan No. 3 

Saint Louis Galleria 

Cut-off Date Balance: 

Cut-off Date LTV Ratio: 

UW NCF DSCR: 

UW NOI Debt Yield: 

$45,000,000 

51.5% 

1.67x 

11.3% 

 

The following table presents historical anchor sales at Saint Louis Galleria Property:

 

Historical Sales PSF for Collateral Tenants(1)
        8/31/2018 TTM
  2015 2016 2017 Sales PSF Occ. Cost
Major Tenants (>10,000 SF) $386 $380 $321 $304 19.8%
Galleria 6 Cinemas(2) $396,459 $419,059 $416,955 $423,954 20.0%
In-line Tenants (<10,000 SF) (including Apple)(3) $682 $672 $650 $647 13.0%
Apple $5,427 $5,373 $5,520 $6,172 1.2%
In-line Tenants (<10,000 SF) (excluding Apple)(3) $574 $565 $537 $520 16.3%

 

 

(1)Historical Sales PSF is based on the figures provided by the borrower sponsor historical sales reports. The borrower sponsor defines comp in-line as tenants that have been open for more than 12-months as of the sales report date. The lender completed a separate analysis of tenant sales, in which “same-store” sales or tenants that have been at the Saint Louis Galleria Property since 2015 and have reported sales figures through the trailing 12-month ending August 31, 2018. Based on the lender’s “same store” sales analysis, the Saint Louis Galleria Property generated same store in-line (<10,000 SF) sales of $734 PSF with an occupancy cost ratio of 11.7% as of the trailing 12-month period ending August 31, 2018. Excluding the Apple store, the Saint Louis Galleria Property generated same-store in-line (<10,000 SF) sales of $581 PSF with an occupancy cost ratio of 14.9% as of the trailing 12-month period ending August 31, 2018.

(2)Sales information represents sales per screen and is based on six screens.

(3)Approximately 95.8%, 88.6%, 94.6 % and 87.8% of in-line tenants by collateral SF reported sales in 2015, 2016, 2017 and trailing 12-month ending August 31, 2018, respectively.

 

The Market. The Saint Louis Galleria Mall is located approximately eight miles west of downtown St. Louis along Interstate 64 in an in-fill location that contains a minimal amount of developable land. According to the appraisal, the Saint Louis Galleria Mall is the closest mall to downtown St. Louis and is home to approximately 7.0 million SF of office space (over 35,000 employees) within the nearby neighborhood. Additionally, Washington University in St. Louis and St. Louis University are located within a seven-mile radius, with a combined student population of approximately 28,000 students.

 

According to the appraisal, the primary trade area of the Saint Louis Galleria Mall is considered to be a seven-mile radius, which had a 2017 population of 598,543, and an average household income of $80,012. The Saint Louis metropolitan statistical area is home to nine of the nation’s Fortune 500 corporations, with employment most heavily concentrated in trade, education, health services and professional and business services.

 

Saint Louis Galleria Mall 2017 Demographic Summary
  5-mile Trade Area 7-mile Trade Area 10-mile Trade Area Saint Louis CBSA State of Missouri USA
2017 Population 293,260 598,543 948,538 2,838,426 6,158,933 325,372,858
2017 Estimated # of Households 130,617 258,686 404,750 1,128,197 2,434,861 123,183,573
2017 Average Household Income $93,375 $80,012 $77,741 $80,927 $69,400 $81,217

 

 

Source: Appraisal

 

The chart below summarizes the Saint Louis Galleria Mall’s competitive set. The appraisal concluded that Saint Louis Galleria Mall is the most dominant mall in the region followed by West County Center. The appraisal also deemed Plaza Frontenac, which is owned by the borrower sponsor, to be a minimal competitive threat to the Saint Louis Galleria Mall due to its different targeted customer base, smaller size and shared ownership. According to the appraisal, the other enclosed malls in the area, South County Center and Chesterfield Mall, are inferior to Saint Louis Galleria Mall.

 

The table below presents certain information relating to six comparable properties to the Saint Louis Galleria Mall identified by the appraisal:

 

Comparable Properties(1)
Property Location Year Built/ Renovated Size (SF) Occ. % Sales (PSF)(2) Anchor Tenants Distance to Subject (mi.)
Saint Louis Galleria Mall St. Louis, MO 1986/2011 465,695(3) 96.9%(4) $520 Dillard's, Macy's, Nordstrom(3) N/A
St. Clair Square Mall Fairview Heights, IL 1974/2003 1,109,349 95.0% $378 Dillard's, JC Penney, Macy’s, Sears 20.0
West County Center Des Peres, MO 2002 1,197,210 95.0% $400 Nordstrom, JC Penney, Macy's, Dick's Sporting Goods 6.0
South County Center St. Louis, MO 1963/2002 1,044,146 80.0% $250 Dillard's, JC Penney, Macy's, Sears (vacant) 9.0
Plaza Frontenac St. Louis, MO 1974/2013 485,004 95.0% $730 Neiman Marcus, Saks Fifth Avenue 3.0
St. Louis Premium Outlets Chesterfield, MO 2013 350,000 98.0% $485 Saks Off 5th 17.0
Chesterfield Mall Chesterfield, MO 1976/2005 1,264,857 70.0% $250 Dillard's, Macy's, Sears (vacant) 12.0

 

 

Source: Appraisal

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

(2)Sales (PSF) is based on collateral of 465,695 SF as of the September 30, 2018 rent roll. Sales PSF figures reflect sales for In-line Tenants (<10,000 SF) and excluding Apple, where applicable.

(3)Size (SF) is based on collateral of 465,695 SF as of the September 30, 2018 rent roll. The Saint Louis Galleria Mall is comprised of approximately 1.2 million SF, including Dillard’s (313,913 SF), Macy’s (262,139 SF) and Nordstrom (138,000 SF), which do not serve as collateral for the Saint Louis Galleria Whole Loan.

(4)Occ. % includes temporary tenants at the Saint Louis Galleria Property, which collectively occupy 5,449 SF, as well as one tenant that has a signed lease and has yet to take occupancy that accounts for 2,442 SF. Occ. % excludes three tenants vacating in the near term and one dark tenant, which collectively occupy 6,979 SF. The Saint Louis Galleria Mall is 98.8% occupied.

 

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

 

 

1155 Saint Louis Galleria 

St. Louis, MO 63117 

Collateral Asset Summary – Loan No. 3 

Saint Louis Galleria 

Cut-off Date Balance: 

Cut-off Date LTV Ratio: 

UW NCF DSCR: 

UW NOI Debt Yield: 

$45,000,000 

51.5% 

1.67x 

11.3% 

 

Operating History and Underwritten Net Cash Flow. The following table presents certain information relating to the historical operating performance and the Underwritten Net Cash Flow at the Saint Louis Galleria Property:

 

Cash Flow Analysis
  2015 2016 2017 8/31/2018 TTM UW UW PSF
Base Rent(1) $21,642,225 $22,648,675 $23,352,079 $23,505,051 $23,292,468 $50.02
Vacant Space $0 $0 $0 $0 $1,140,069 $2.45
Percentage Rent(2) $97,128 $35,290 $56,473 $78,668 $755,659 $1.62
Total Recoveries $10,986,639 $11,020,889 $10,498,671 $9,701,744 $9,981,597 $21.43
Specialty Leasing $2,089,966 $2,055,726 $1,994,393 $2,026,772 $2,026,772 $4.35
Other Income(3) $1,065,181 $1,706,586 $1,385,382 $2,091,610 $1,585,889 $3.41
Less Vacancy

($89,703)

($93,668)

($93,217)

($93,510)

($1,140,069)

($2.45)

Effective Gross Income $35,791,437 $37,373,498 $37,193,781 $37,310,336 $37,642,385 $80.83
Total Operating Expenses

$10,624,571

$10,525,998

$10,197,175

$10,000,986

$10,481,622

$22.51

Net Operating Income $25,166,866 $26,847,500 $26,996,606 $27,309,350 $27,160,764 $58.32
Capital Expenditures $0 $0 $0 $0 $116,424 $0.25
TI/LC

$0

$0

$0

$0

$560,043

$1.20

Net Cash Flow $25,166,866 $26,847,500 $26,996,606 $27,309,350 $26,484,297 $56.87
             
Occupancy %(4) 94.0% 96.7% 97.4% 96.9% 97.1%  
NOI DSCR (P&I)(5) 1.59x 1.70x 1.71x 1.73x 1.72x  
NCF DSCR (P&I)(5) 1.59x 1.70x 1.71x 1.73x 1.67x  
NOI Debt Yield(5) 10.5% 11.2% 11.2% 11.4% 11.3%  
NCF Debt Yield(5) 10.5% 11.2% 11.2% 11.4% 11.0%  

 

 

(1)UW Base Rent includes contractual rent steps of $540,635 taken through September 2019. UW Base Rent excludes Chipotle (616 SF) which is currently dark and Brow Art 23 (681 SF), Passport Luggage (3,178 SF) and Hyperactive by Jimmy Jazz (2,504 SF), each of which are vacating in the near term and were underwritten as vacant.

(2)UW Percentage Rent includes the anticipated percentage rent from H&M and J Crew. H&M expressed interest in expanding at the Saint Louis Galleria Property into approximately 21,000 SF. While the expansion is being negotiated, the borrower sponsor plans to convert H&M to a percent in lieu of approximately 15.0% of gross sales through January 31, 2021, which is being negotiated. Negotiations are also ongoing with J Crew (5,119 SF) to convert the tenant to percent in lieu of approximately 10.0% of gross sales through January 31, 2020.

(3)Other Income includes leasing termination fees, miscellaneous revenue and other income.

(4)UW Occupancy % is based on the underwritten economic vacancy of 2.9%. The Saint Louis Galleria Property was 96.9% occupied as of September 30, 2018.

(5)The debt service coverage ratios and debt yields shown are based on the Saint Louis Galleria Whole Loan.

 

Escrows and Reserves. The Saint Louis Galleria Whole Loan documents provide for upfront reserves of $1,593,050 for outstanding tenant improvements and/or leasing commissions. The Saint Louis Galleria Borrower also deposited $82,295 for free rent associated for tenants with executed leases that have not yet commenced paying rent. During a Cash Sweep Event Period (as defined below) the Saint Louis Galleria Borrower is required to deposit monthly (i) 1/12 of the estimated annual real estate taxes, (ii) 1/12 of the estimated annual insurance premiums (except to the extent that the insurance required is maintained under a blanket insurance policy), (iii) $9,841 for replacement reserves subject to a cap of $236,181 and (iv) $78,727 for tenant improvements and leasing commissions subject to a cap of $1,889,448.

 

Lockbox and Cash Management. The Saint Louis Galleria Whole 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 the lender and are then transferred to an account controlled by the Saint Louis Galleria Borrower until the occurrence of a Cash Sweep Period (as defined below). During the continuance of a Cash Sweep Period, all excess cash will remain in the lender controlled account and held as additional collateral for the Saint Louis Galleria Whole Loan; provided, however, that if a Major Anchor Sweep Period (as defined below) is then continuing the excess cash will be deposited into a separate reserve account to be applied pursuant to the Saint Louis Galleria Whole Loan documents.

 

A “Cash Sweep Period” will occur upon (i) an event of default under the loan documents or mezzanine loan documents, (ii) during a bankruptcy action of the Saint Louis Galleria Borrower, guarantor or property manager, (iii) during any Low DSCR Trigger Period (as defined below), or (iv) during the continuance of a Major Anchor Sweep Period (as defined below), and continue until such time that borrower has cured the applicable cause of the Cash Sweep Period in accordance with the terms of the Saint Louis Galleria Whole Loan documents.

 

A “Low DSCR Trigger Period” will occur in the event that, as of the end of any calendar quarter, upon (i) the debt service coverage ratio (“DSCR”) based on the Saint Louis Galleria Whole Loan is less than 1.45x or (ii) the combined debt service coverage ratio based on the Saint Louis Galleria Whole Loan and Saint Louis Galleria Mezzanine Loan is less than 1.30x. A Low DSCR Trigger Period will end if (i) the debt service coverage ratio based on the Saint Louis Galleria Whole Loan is at least 1.45x or the combined debt service coverage ratio based on the Saint Louis Whole Loan and Saint Louis Galleria Mezzanine Loan is at least 1.30x as of the end of any calendar quarter as determined by the lender..

 

A “Major Anchor Sweep Period” will commence upon the earliest to occur of (a) the early termination, early cancellation or early surrender of the Major Anchor (as defined below) premises or upon the Saint Louis Galleria Borrower’s receipt of notice by a Major Anchor of its intent to effect an early termination, early cancellation or early surrender with respect its respective premises, (b) (i) Nordstrom failing to continue to operate its business in at least 130,000 SF of its 138,000 SF of space or (ii) Macy’s fails to continue to operate its business in at least 210,000 SF of its 262,139 SF, or (c) a bankruptcy action of any major anchor or its direct or indirect parent. A Major Anchor Sweep Period will end if (a) such Major Anchor premises is owned by the Saint Louis Galleria Borrower or an affiliate of the Saint Louis Galleria Borrower (i) at least (x) if a Major Anchor Sweep Event in is effect with respect to an Occupancy Threshold (as defined below) has been re-tenanted or renewed pursuant to their respective terms , or (ii) a portion of the Major Anchor premises

 

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

 

 

1155 Saint Louis Galleria 

St. Louis, MO 63117 

Collateral Asset Summary – Loan No. 3 

Saint Louis Galleria 

Cut-off Date Balance: 

Cut-off Date LTV Ratio: 

UW NCF DSCR: 

UW NOI Debt Yield: 

$45,000,000 

51.5% 

1.67x 

11.3% 

 

equal to at least the Occupancy Threshold has been redeveloped and/or is being operated for a retail or related use and in a manner which is not inconsistent with the operation of the balance of the Saint Louis Galleria Property and such Major Anchor premises have been re-tenanted pursuant to Saint Louis Galleria Whole Loan documents, or (iii) a portion of the Major Anchor premises equal to at least the Occupancy Threshold has been redeveloped and is open and being operated for a nonretail use in a manner which is complementary to the use of the balance of Saint Louis Galleria Property, but only if permitted by the lender in its sole and absolute discretion, (b) if such Major Anchor premises is not owned by the Saint Louis Galleria Borrower or an affiliate of the Saint Louis Galleria Borrower, (i) such Major Anchor premises is otherwise occupied and open for business with one or more retail operators in at least the applicable Occupancy Threshold, (ii) such Major Anchor premises has been redeveloped and/or is being operated in a manner which is not inconsistent with the operation of the balance of the Saint Louis Galleria Property, as determined by the lender and open for business with one or more retail operators in at least the Occupancy Threshold, or (iii) a portion of the Major Anchor premises equal to at least the Occupancy Threshold has been redeveloped and is open and being operated for a non-retail use in a manner which is not inconsistent with the use of the balance of Saint Louis Galleria Property, but only if approved by the lender.

 

A “Major Anchor” is any of (a) Nordstrom, (b) Macy’s, or (c) any other owner, operator or tenant with respect to substantially all of any space occupied by such anchor tenants.

 

A “Occupancy Threshold” is 125,000 SF of the 138,000 SF Nordstrom space (90.6%) and 157,000 SF of the 262,139 SF Macy’s space (60.0%).

 

Additional Secured Indebtedness (not including trade debts). Not permitted.

 

Mezzanine Loan. Concurrent with the origination of the Saint Louis Galleria Whole Loan, SGFC and DBNY originated the Saint Louis Galleria Mezzanine Loan, which is secured by the direct equity ownership in the Saint Louis Galleria Borrower. The Saint Louis Galleria Mezzanine Loan has an aggregate original principal balance of $25,000,000, has a coupon of 6.2500% per annum and is coterminous with the Saint Louis Galleria Whole Loan. Including the Saint Louis Galleria Whole Loan and the Saint Louis Galleria Mezzanine Loan, the cumulative Cut-off Date LTV Ratio, cumulative UW NCF DSCR and cumulative UW NOI Debt Yield are 56.8%, 1.55x, and 10.3%, respectively. The Saint Louis Galleria Mezzanine Loan is expected to be sold to a third party.

 

Real Estate Substitution/Expansion. If no event of default is continuing, the Saint Louis Galleria Borrower may substitute the fee or leasehold interest to a parcel of real property at or adjacent to the related mall (each, an “Acquired Parcel”) in connection with the release of one or more parcels of the Saint Louis Galleria Property (each, an “Exchange Parcel”), provided that, among other conditions, (i) the Saint Louis Galleria Borrower provides at least 20 days’ prior written notice, (ii) the Acquired Parcel is reasonably equivalent in value to the Exchange Parcel, (iii) the Exchange Parcel is vacant, non-income producing and unimproved or improved only by landscaping facilities that are readily relocatable or surface parking areas, (iv) the Saint Louis Galleria Borrower pays the lender a fee in the amount of $10,000, along with any reasonable out-of-pocket expenses incurred by the lender, (v) the Saint Louis Galleria Borrower delivers a satisfactory environmental report relating to the Acquired Parcel and (vi) after giving effect to such substitution, the loan-to-value ratio is less than or equal to 125%, provided that the Saint Louis Galleria Borrower may prepay the “qualified amount” in order to meet such loan-to-value ratio. In addition, the Saint Louis Galleria Borrower may, in its sole discretion, obtain an expansion parcel (which expressly includes any anchor premises or any part thereof) (an “Acquired Expansion Parcel”) acquired in accordance with the terms and conditions in the Saint Louis Galleria Whole Loan documents, provided that, among other conditions, (i) the Saint Louis Galleria Borrower satisfies the requirements in clauses (i), (iv) and (v) above. In the event that the Saint Louis Galleria Borrower obtains an Acquired Expansion Parcel, such Acquired Expansion Parcel will also become collateral for the Saint Louis Galleria Whole Loan. See “Description of the Mortgage Pool—Releases; Partial Releases” in the Preliminary Prospectus.

 

Release of Property. If no event of default is continuing, the Saint Louis Galleria Borrower is permitted to release from the lien of the mortgage (i) one or more parcels (including “air rights” parcels) or outlots, or (ii) one or more Acquired Expansion Parcels (including, if applicable, any anchor premises) (each a “Release Parcel”) in connection with the transfer of the fee simple interest in such outlot parcel (or portion thereof) to a transferee which is not an affiliate of Saint Louis Galleria Borrower, upon the Saint Louis Galleria Borrower’s satisfaction of certain conditions, including, among other things: (a) the Saint Louis Galleria Borrower delivers at least 10 days’ prior written notice, (b) the Saint Louis Galleria Borrower delivers to the lender satisfactory evidence that the Release Parcel is (x) not necessary for the Saint Louis Galleria Borrower’s operation or use of the Saint Louis Galleria Property for its then-current use and (y) may be readily separated from the Saint Louis Galleria Property without a material diminution in the value of the Saint Louis Galleria Property, (c) the Release Parcel is vacant, non-income producing and unimproved (or improved only by landscaping or readily re-locatable facilities), (d) after giving effect to such release, the loan-to-value ratio immediately is less than or equal to 125%, and the borrower prepays the “qualified amount” necessary in order to satisfy such ratio, (e) the Saint Louis Galleria Borrower pays to the lender a fee in the amount of $10,000, along with any related out-of-pocket expenses, and (f) the Saint Louis Galleria Borrower delivers a rating agency confirmation from each applicable rating agency for any such release and (g) either (I) no reserve funds have been expended with respect to such Acquired Expansion Parcel or (II) with the lender’s consent, the Saint Louis Galleria Borrower has replenished such reserve prior to such release; provided, however, that conditions (e) and (f) will not apply to an Acquired Expansion Parcel. In addition, with respect to an Acquired Expansion Parcel that is an anchor parcel, such anchor parcel may only be released with the reasonable consent of the lender to another retail operator that has agreed in writing to open and operate the anchor parcel for retail use within twenty-four (24) months from the date of release and no reserve have been expended with respect to such anchor parcel. See “Description of the Mortgage Pool—Mortgage Pool Characteristics—Releases; Partial Releases” in the Preliminary Prospectus.

 

Terrorism Insurance. The Saint Louis Galleria Borrower is required to obtain and maintain property insurance for full replacement cost, public liability insurance, and rental loss and/or business interruption insurance for 36 months plus 12 months of extended indemnity that covers perils of terrorism and acts of terrorism, provided, in the event that the Terrorism Risk Insurance Program Reauthorization Act of 2007 or a similar statute is not in effect, the Saint Louis Galleria Borrower will only be obligated to carry terrorism insurance if commercially available and, in such event, subject to a cap equal to two times the premium for the Saint Louis Galleria Property and business interruption coverage.

 

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

Collateral Asset Summary – Loan No. 4

Staples Strategic Industrial

Cut-off Date Balance:

Cut-off Date LTV Ratio:

UW NCF DSCR:

UW NOI Debt Yield:

$35,000,000

62.6%

1.72x

9.5%

 

 (GRAPHIC)

 

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

Collateral Asset Summary – Loan No. 4

Staples Strategic Industrial

Cut-off Date Balance:

Cut-off Date LTV Ratio:

UW NCF DSCR:

UW NOI Debt Yield:

$35,000,000

62.6%

1.72x

9.5%

 

 (MAP)

 

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

Collateral Asset Summary – Loan No. 4

Staples Strategic Industrial

Cut-off Date Balance:

Cut-off Date LTV Ratio:

UW NCF DSCR:

UW NOI Debt Yield:

$35,000,000

62.6%

1.72x

9.5%

 

Mortgage Loan Information   Property Information
Mortgage Loan Seller: GACC   Single Asset/Portfolio: Portfolio

Credit Assessment

(Fitch/KBRA/Moody’s):

NR/NR/NR   Location: Various
  General Property Type: Industrial
Original Balance(1): $35,000,000   Detailed Property Type: Warehouse/Distribution
Cut-off Date Balance(1): $35,000,000   Title Vesting: Fee Simple
% of Initial Pool Balance: 5.4%   Year Built/Renovated: Various
Loan Purpose: Acquisition   Size: 4,031,127 SF
Borrower Sponsor(2): LCN North American Fund II REIT   Cut-off Date Balance per SF(1): $31
Mortgage Rate(3): 4.9180%   Maturity Date Balance per SF(1): $31
Note Date: 9/28/2018   Property Manager: Self-managed
First Payment Date: 11/6/2018      
Anticipated Repayment Date(3): 10/6/2028      
Maturity Date(3): 10/6/2033      
Original Term to ARD: 120 months    
Original Amortization Term: 0 months   Underwriting and Financial Information(1)
IO Period: 120 months   UW NOI(6): $12,031,104
Seasoning: 2 months   UW NOI Debt Yield(1): 9.5%
Prepayment Provisions(4): LO (26); DEF (89); O (5)   UW NOI Debt Yield at Maturity(1): 9.5%
Lockbox/Cash Mgmt Status: Hard/In Place   UW NCF DSCR(1): 1.72x
Additional Debt Type(1): Pari Passu   Most Recent NOI(7): N/A
Additional Debt Balance(1): $91,100,000   2nd Most Recent NOI(7): N/A
Future Debt Permitted (Type): No (N/A)   3rd Most Recent NOI(7): N/A
Reserves(5)   Most Recent Occupancy: 100.0% (12/1/2018)
Type Initial Monthly Cap   2nd Most Recent Occupancy: 100.0% (12/31/2017)
RE Tax: $0 Springing N/A   3rd Most Recent Occupancy: 100.0% (12/31/2016)
Insurance: $0 Springing N/A   Appraised Value (as of)(8)(9): $201,450,000 (Various)
Replacements: $0 Springing N/A   Cut-off Date LTV Ratio(1)(9): 62.6%
TI/LC: $0 $0 N/A   Maturity Date LTV Ratio(1)(9): 62.6%

 

Sources and Uses
Sources Proceeds % of Total   Uses Proceeds % of Total
Loan Amount(1): $126,100,000 65.2%   Purchase Price: $192,000,000 99.3%
Borrower Equity: $67,286,309 34.8%   Closing Costs: $1,386,309 0.7%
Total Sources: $193,386,309 100.0%   Total Uses: $193,386,309 100.0%

 

 

(1)

The Staple Strategic Industrial Mortgage Loan (as defined below) is part of the Staples Strategic Industrial Whole Loan (as defined below), which is comprised of seven pari passu promissory notes with an aggregate original principal balance of $126,100,000. The Cut-off Date Balance per SF, Maturity Date Balance per SF, UW NOI Debt Yield, UW NOI Debt Yield at Maturity, UW NCF DSCR, Cut-off Date LTV Ratio and Maturity Date LTV Ratio numbers presented above are based on the aggregate principal balance of the Staples Strategic Industrial Whole Loan.

(2)Represents the non-recourse carveout guarantor. The borrower sponsors for the Staples Strategic Industrial Mortgage Loan are Edward V. LaPuma and Bryan York Colwell.

(3)The Staples Strategic Industrial Whole Loan is structured with an anticipated repayment date (“ARD”) of October 6, 2028, a final maturity date of October 6, 2033 and will be interest-only for the entire term of the Staples Strategic Industrial Whole Loan. From and after the ARD, the Staples Strategic Industrial Whole Loan accrues interest at a fixed rate that is equal to the greater of (i) 4.9180% (or, when applicable, the default rate) plus 2.5000% and (ii) the swap rate calculated by the linear interpolation of mid-market swap yields, as reported on Reuters Capital Markets screen 19901 (SEMI-BOND column), with maturities most nearly approximating the maturity date plus 2.5000% (the “Adjusted Interest Rate”); however, interest accrued at the excess of the Adjusted Interest Rate over the Staples Strategic Industrial Whole Loan initial interest rate (the “Accrued Interest”) will be deferred. In addition, from and after the ARD, all excess cash flow from the Staples Strategic Industrial Properties (as defined below) after the payment of tax and insurance reserves, interest calculated at the Staples Strategic Industrial Whole Loan initial interest rate and operating expenses will be applied (i) first to repay the principal balance of the Staples Strategic Industrial Whole Loan until paid in full and (ii) second to the payment of accrued interest. See “Description of the Mortgage Pool—Certain Terms of the Mortgage Loans—ARD Loans” in the Preliminary Prospectus.

(4)The lockout period will be at least 26 payment dates beginning with and including the first payment date of November 6, 2018. Defeasance of the full $126.1 million Staples Strategic Industrial Whole Loan is permitted after the date that is the earlier to occur of (i) September 28, 2021 or (ii) the date that is two years from the closing date of the securitization that includes the last note to be securitized. The assumed lockout period of 26 payments is based on the expected UBS 2018-C15 securitization closing date in December 2018. The actual lockout period may be longer.

(5)See “Escrows and Reserves” below for further discussion of reserve requirements.

(6)The UW NOI is based on projected income based on the contractual terms of the Staples Strategic Industrial 20-year triple-net (“NNN”) leases.

(7)The Staples Strategic Industrial Properties were owned and operated by two of three core business units of the former Staples, Inc. company, for approximately 17 years, on average, at each of the Staples Strategic Industrial Properties prior to the execution of two new 20-year lease as part of a sale-leaseback acquisition in October 2018. As such, historical NOI is not available

(8)The appraisal date for each of the Staples Strategic Industrial Properties is between August 29, 2018 and September 4, 2018. See Annex A-1 to the Preliminary Prospectus.

(9)The appraiser concluded a “go-dark” value for the Staples Strategic Industrial Properties equal to $179.02 million, which equates to a Cut-off Date LTV Ratio and Maturity Date LTV Ratio of 69.6% and 69.6%, respectively.

 

The Mortgage Loan. The fourth largest mortgage loan (the “Staples Strategic Industrial Mortgage Loan”) is part of a whole loan (the “Staples Strategic Industrial Whole Loan”) evidenced by seven pari passu promissory notes with an aggregate original principal balance of $126,100,000. The Staples Strategic Industrial Whole Loan is secured by the fee interests in an approximately 4.0 million SF portfolio of eight warehouse/distribution facilities that are 100.0% occupied by two of the three core business units of the former Staples, Inc. company pursuant to two new, 20-year NNN leases (collectively, the “Staples Strategic Industrial Properties” and each individually the “Staples Strategic Industrial Property”). Promissory Notes A-2-1 and A-2-2, with an aggregate original principal balance of $35,000,000, represent the Staples Strategic Industrial Mortgage Loan and will be included in the UBS 2018-C15 Trust. The Staples Strategic Industrial Whole Loan will be serviced pursuant to the pooling and servicing agreement of the Benchmark 2018-B8 Trust. The

 

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

Collateral Asset Summary – Loan No. 4

Staples Strategic Industrial

Cut-off Date Balance:

Cut-off Date LTV Ratio:

UW NCF DSCR:

UW NOI Debt Yield:

$35,000,000

62.6%

1.72x

9.5%

 

below table summarizes the remaining promissory notes, which are currently held by Deutsche Bank AG, acting through its New York Branch (“DBNY”) and are expected to be contributed to one or more future securitization transactions or may be otherwise transferred at any time. See “Description of the Mortgage Pool—The Whole Loans—The Non-Serviced Pari Passu Whole Loans” and “Pooling and Servicing Agreement” in the Preliminary Prospectus.

 

Staples Strategic Industrial Whole Loan Summary
Note Original Balance Cut-off Date Balance Anticipated Note Holder Controlling Piece
Note A-1-1(1) $30,000,000 $30,000,000 Benchmark 2018-B8 Yes
Note A-1-2 $20,000,000 $20,000,000 DBNY No
Note A-2-1 $30,000,000 $30,000,000 UBS 2018-C15 No
Note A-2-2 $5,000,000 $5,000,000 UBS 2018-C15 No
Note A-2-3 $5,000,000 $5,000,000 DBNY No
Note A-3(1) $26,100,000 $26,100,000 Benchmark 2018-B8 No
Note A-4 $10,000,000 $10,000,000 DBNY No
Total $126,100,000 $126,100,000    

 

 

(1)

Note A-1-1 and Note A-3 are currently held by DBNY and are expected to be contributed to the Benchmark 2018-B8 securitization transaction. The Benchmark 2018-B8 securitization transaction is scheduled to close on or about December 27, 2018.

 

Loan proceeds were used in the sale leaseback transaction to acquire the Staples Strategic Industrial Properties, which have been occupied by the respective tenants for approximately 17 years on average and represent mission critical distribution and fulfillment centers within various East Coast and Midwest markets for the tenants according to the borrower sponsors.

 

The Borrower and the Borrower Sponsors. The borrower for the Staples Strategic Industrial Mortgage Loan is LCN STP Hagerstown (Multi) LLC (the “Staples Strategic Industrial Borrower”), a single purpose Delaware limited liability company structured to be bankruptcy-remote with two independent directors. Legal counsel to the Staples Strategic Industrial Borrower delivered a non-consolidation opinion in connection with the origination of the Staples Strategic Industrial Whole Loan. The borrower sponsors for the Staples Strategic Industrial Whole Loan are Edward V. LaPuma and Bryan York Colwell, the co-founders and managing partners of LCN Capital Partners (“LCN”). The non-recourse carveout guarantor is LCN North America Fund II REIT, an affiliate fund of LCN. LCN is a private equity firm with offices in New York, London and Luxembourg that specializes in sale-leaseback, built-to-suit and select net lease investments that range from $20 million to $200 million across North America and Europe. LCN currently has over $1.2 billion in discretionary equity capital committed and has over $2 billion in real estate assets under management.

 

The Properties. The Staples Strategic Industrial Properties include eight industrial facilities, including five fulfilment centers and three distribution centers, across seven states within East Coast and Midwest markets, including Connecticut (2), Indiana (1), New York (1), Ohio (1), Maryland (1), Minnesota (1) and Wisconsin (1). The Staples Strategic Industrial Properties were built between 1969 and 2006, have 34-foot clear ceiling heights on average, feature 18 to 132 loading dock doors and encompass approximately 5- to 118-acres of land per site. The current tenants have occupied each of the Staples Strategic Industrial Properties for an average of approximately 17 years prior to the sale leaseback to the borrower sponsor at loan origination.

 

Portfolio Summary
Property Center Type Lease Guarantor Net
Rentable
Area (SF)
Allocated Whole
Loan Cut-off Date
Balance
% of Allocated
Whole Loan
Cut-off Date
Balance
Appraised
Value
Annual Rent(1)
Staples - Hagerstown, MD Distribution USR Parent Inc. 1,022,145 $35,000,000 27.8% $54,700,000 $3,580,000
Staples - Montgomery, NY Fulfillment Staples, Inc. 766,484 $27,000,000 21.4% $40,000,000 $2,490,000
Staples - Terre Haute, IN Distribution USR Parent Inc. 809,560 $21,050,000 16.7% $38,750,000 $2,020,000
Staples - London, OH Fulfillment Staples, Inc. 496,818 $15,500,000 12.3% $24,100,000 $1,370,000
Staples - Beloit, WI Fulfillment Staples, Inc. 399,652 $11,300,000 9.0% $18,700,000 $1,300,000
Staples - Dayville, CT Distribution USR Parent Inc. 310,157 $9,500,000 7.5% $14,300,000 $1,160,000
Staples - Arden Hills, MN Fulfillment Staples, Inc. 113,096 $3,500,000 2.8% $5,600,000 $340,000
Staples - Putnam, CT Fulfillment Staples, Inc. 113,215 $3,250,000 2.6% $5,300,000 $540,000
Total/Wtd. Avg.     4,031,127 $126,100,000 100.0%  $201,450,000 $12,800,000

 

 

(1)Information is based on the underwritten rent roll.

 

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

Collateral Asset Summary – Loan No. 4

Staples Strategic Industrial

Cut-off Date Balance:

Cut-off Date LTV Ratio:

UW NCF DSCR:

UW NOI Debt Yield:

$35,000,000

62.6%

1.72x

9.5%

 

Each of the Staples Strategic Industrial Properties features warehouse build out, with five of the facilities built to suit for and by Staples, Inc. at an aggregate cost of approximately $224.1 million. Since 2014, the tenants have invested over $38.7 million of their own capital into each of the eight properties, with investments ranging from $2.8 million to $7.2 million as illustrated below. In addition, according to the borrower sponsors, the tenant plans to invest approximately $17.0 million in the Staples - Montgomery, NY property for robotics implementation planned in 2019. The appraisal concluded a “go-dark” value for the Staples Strategic Industrial Properties equal to $179.02 million, which equates to a Cut-off Date LTV Ratio and Maturity Date LTV ratio of 70.4% and 70.4%, respectively.

 

CapEx Overview(1)
Property Net
Rentable
Area (SF)

Year Built/

Renovated

Clear
Height
(feet)

Land

Area
(acres)

Loading
Docks
Built to
Suit

Development
Cost

($ million)

2014 – 2018 YTD
Historical Capital
Expenses

2014 – 2018 YTD
Historical Capital
Expenses

PSF

Staples - Hagerstown, MD 1,022,145 1996/2005 35 118 103 Yes $73,600,000 $4,300,000 $4.21
Staples - Montgomery, NY 766,484 1985/2001 31 80 132 No(2) N/A $6,200,000 $8.09
Staples - Terre Haute, IN 809,560 2000/2006 35 70 116 Yes $34,500,000 $3,800,000 $4.69
Staples - London, OH 496,818 2001/N/A 35 55 76 Yes $36,900,000 $6,600,000 $13.28
Staples - Beloit, WI 399,652 2006/N/A 35 45 50 Yes $49,900,000 $3,700,000 $9.26
Staples - Dayville, CT 310,157 1997/N/A 36 54 46 Yes $29,200,000 $4,100,000 $13.22
Staples - Arden Hills, MN 113,096 1969/N/A 34 5 15 No(3) N/A $2,800,000 $24.76
Staples - Putnam, CT 113,215 1988/N/A 27 19 17 No(4) N/A $7,200,000 $63.60
Total / Wt. Avg. 4,031,127   34 446 555   $224,100,000 $38,700,000 $9.60

 

 

(1)Based on Staples Strategic Industrial Borrower provided information.

(2)Formerly Service Merchandise; Staples took occupancy in 2001.

(3)Built to suit for Corporate Express, which Staples acquired in 2008. Formerly St. Paul Book and Stationary Company & Corporate Express.

(4)This was an existing building that Staples took occupancy of in 1998.

 

Major Tenants. The Staples Strategic Industrial Properties are master leased and are guaranteed by two of the three core divisions of the company that formerly operated together under Staples, Inc. The leases with the two tenants, namely Office Superstore East LLC and Staples Contract & Commercial LLC (collectively, the “Staples Tenants”), are guaranteed by USR Parent Inc. (“US Retail Inc” or “USR”) and Staples, Inc. (“Staples North American Delivery” or “Staples NAD”), respectively.

 

As of September 2017 Staples, Inc. was taken private by Sycamore Partners in a $6.8 billion acquisition, at which time Staples, Inc. was split into three distinct and independent companies, including Staples NAD (as the remaining business unit under the Staples, Inc. name) as well as USR and Staples Canadian Retail (as independent operators). Although each company is independently capitalized, separately owned with dedicated management teams and separate supply chains, the companies share back office functions such as IT and combined purchasing. Sycamore Partners is a private equity firm founded in 2011 that specializes in retail and consumer investments and has over $3.5 billion of equity under management. Sycamore Partners investments include Belk, Hot Topic, Stuart Weitzman, Talbots and The Limited among others.

 

US Retail Inc / USR (2,141,862 SF, 53.1% of NRA, 52.8% of underwritten base rent). USR is the guarantor for the master lease covering the three Staples Strategic Industrial Properties leased to Office Superstore East LLC (see “Tenant Summary” table below) that supply merchandise to the brick and mortar Staples stores in the United States. USR has 1,182 stores across 47 states as of 2017, with revenues in excess of $4.7 billion with approximately $261 million of free cash flow.

 

Staples, Inc. / Staples NAD (1,889,265 SF, 46.9% of NRA, 47.2% of underwritten base rent). Staples NAD is the guarantor for the master lease covering the five Staples Strategic Industrial Properties leased to Staples Contract & Commercial LLC (see “Tenant Summary” below) that supply merchandise to the business to business (“B2B”) distributor of office supplies and extended categories in North America. Staples NAD is comprised of three online platforms including Staples Business Advantage (contract B2B sales), Quill.com (higher touch supplier to small businesses) and Staples.com (online retailer). Staples NAD is the largest office supply distributor in the E-commerce market, the fifth largest E-commerce merchant in the United States and is utilized by 65% of Fortune 100 companies. Additionally, Staples NAD has a 95% annual sales retention of large accounts since 2014, which contributed to their approximately $10.3 billion of revenue in 2017. The Staples NAD business is served by 41 fulfillment centers totaling approximately 12.0 million SF and 95% of customers are covered by free next-day delivery. Staples NAD sales are nearly two times that of their closest competitor, Office Depot.

 

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

Collateral Asset Summary – Loan No. 4

Staples Strategic Industrial

Cut-off Date Balance:

Cut-off Date LTV Ratio:

UW NCF DSCR:

UW NOI Debt Yield:

$35,000,000

62.6%

1.72x

9.5%

 

The following table presents certain information relating to the leases at the Staples Strategic Industrial Properties:

 

Tenant Summary(1)

Lease Guarantor

Property Ratings
(Moody’s/Fitch/S&P)(2)
Net Rentable
Area (SF)
% of
Total NRA
Base Rent PSF % of Total
Base Rent
Lease
Expiration Date
US Retail Inc / USR(3) Staples - Hagerstown, MD NR/NR/NR 1,022,145 25.4% $3.50 28.0% 9/30/2038
  Staples - Terre Haute, IN NR/NR/NR 809,560 20.1% $2.50 15.8% 9/30/2038
  Staples - Dayville, CT NR/NR/NR 310,157 7.7% $3.74 9.1% 9/30/2038
US Retail Inc Total     2,141,862 53.1% $3.16 52.8%  
Staples, Inc. / Staples NAD(3) Staples - Montgomery, NY B1/B+/NR 766,484 19.0% $3.25 19.5% 9/30/2038
  Staples - London, OH B1/B+/NR 496,818 12.3% $2.76 10.7% 9/30/2038
  Staples - Beloit, WI B1/B+/NR 399,652 9.9% $3.25 10.2% 9/30/2038
  Staples - Putnam, CT B1/B+/NR 113,215 2.8% $4.77 4.2% 9/30/2038
  Staples - Arden Hills, MN B1/B+/NR 113,096 2.8% $3.01 2.7% 9/30/2038
Staples, Inc. Total     1,889,265 46.9% $3.20 47.2%  
Total Occupied     4,031,127 100.0% $3.18 100.0%  
Vacant     0 0.0% $0.00    
Total/Wtd. Avg.     4,031,127 100.0% $3.18    

 

 

(1)Based on the underwritten rent roll.

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

(3)The tenants signed two new 20-year NNN lease with no termination options and three, approximately 10-year extension options that have rent escalations of 2% per year.

 

The following table presents certain information relating to the lease rollover schedule at the Staples Strategic Industrial Properties:

 

Lease Rollover Schedule(1)(2)
Year # of
Leases
Rolling
SF Rolling Approx. % of
Total SF
Rolling
Approx.
Cumulative %
of SF Rolling
UW Base Rent
PSF Rolling
Total UW Base
Rent Rolling
Approx. % of
Total Rent
Rolling
Approx.
Cumulative
% of Total
Rent Rolling
MTM 0 0 0.0% 0.0% $0.00 $0 0.0% 0.0%
2018 0 0 0.0% 0.0% $0.00 $0 0.0% 0.0%
2019 0 0 0.0% 0.0% $0.00 $0 0.0% 0.0%
2020 0 0 0.0% 0.0% $0.00 $0 0.0% 0.0%
2021 0 0 0.0% 0.0% $0.00 $0 0.0% 0.0%
2022 0 0 0.0% 0.0% $0.00 $0 0.0% 0.0%
2023 0 0 0.0% 0.0% $0.00 $0 0.0% 0.0%
2024 0 0 0.0% 0.0% $0.00 $0 0.0% 0.0%
2025 0 0 0.0% 0.0% $0.00 $0 0.0% 0.0%
2026 0 0 0.0% 0.0% $0.00 $0 0.0% 0.0%
2027 0 0 0.0% 0.0% $0.00 $0 0.0% 0.0%
2028 0 0 0.0% 0.0% $0.00 $0 0.0% 0.0%
2029 & Beyond 2 4,031,127 100.0% 100.0% $3.18 $12,800,000 100.0% 100.0%
Vacant 0 0 0.0% 100.0% $0.00 $0 0.0% 100.0%
Total/Wtd. Avg. 2 4,031,127 100.0%   $3.18 $12,800,000 100.0%  

 

 

(1)Information is based on the underwritten rent roll.

(2)Certain tenants may have lease termination options that are exercisable prior to the originally stated expiration date of the subject lease and that are not considered in the lease rollover schedule.

 

The Market. The Staples Strategic Industrial Properties are located in a mix of secondary and tertiary industrial markets including Baltimore/DC, Greater NYC, Greater Indianapolis, Columbus, Greater Chicago, Greater Boston and Minneapolis. These markets were selected by Staples, Inc. senior leadership for their access to skilled labor pools, proximity to logistics corridors and nearness to customers. The Staples Strategic Industrial Properties are within industrial markets that report market vacancy rates below 5.5% and submarket vacancy ranging from 0.0% to 7.2%. According to the appraisals’ concluded market rents, the Staples Strategic Industrial Properties’ in-place rents are below market by 17.8% on a weighted average basis.

 

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

 

 

Various

Collateral Asset Summary – Loan No. 4

Staples Strategic Industrial

Cut-off Date Balance:

Cut-off Date LTV Ratio:

UW NCF DSCR:

UW NOI Debt Yield:

$35,000,000

62.6%

1.72x

9.5%

 

Market Summary
Property Location Net
Rentable
Area
(SF)(1)
% of
Allocated
Whole
Loan
Amount
Market 5-Mile
Radius
Est. 2018
Population
5-Mile
Radius Est.
2018
Household
Income
Industrial
Market
Industrial
Submarket
Rent Vacancy

Market /
Submarket
as of

Q2 2018

Appraisal Concluded In
Place(1)

Market /
Submarket
as of

Q2 2018

Hagerstown, MD 1,022,145 27.8% Baltimore/DC 61,542 $50,119 NAV Washington County NAV / $4.81 $3.75 $3.50 NAV / 2.6%
Montgomery, NY 766,484 21.4% Greater NYC 28,583 $82,328 Northern New Jersey Orange County $7.87 / $6.81 $5.25 $3.25 3.9% / 5.0%
Terre Haute, IN 809,560 16.7% Greater Indianapolis 14,249 $59,287 Vigo County NAV $2.07 / NAV $3.15 $2.50 4.6% / NAV
London, OH 496,818 12.3% Columbus 17,139 $50,544 Columbus Madison County $3.66 / $6.23 $3.20 $2.76 4.1% / 0.0%
Beloit, WI 399,652 9.0% Greater Chicago 59,938 $47,466 Madison Rock County $4.90 / $4.15 $3.50 $3.25 3.5% / 5.2%
Dayville, CT 310,157 7.5% Greater Boston 25,383 $57,992 Hartford Windham County $4.60 / $3.83 $4.25 $3.74 5.4% / 7.2%
Arden Hills, MN 113,096 2.8% Minneapolis 198,195 $68,851

Minneapolis/

St. Paul

North Central $6.72 / $6.79 $4.00 $3.01 3.6% / 3.5%
Putnam, CT 113,215 2.6% Greater Boston 22,735 $60,123 Hartford Windham County $4.60 / $3.83 $4.00 $4.77 5.4% / 7.2%
Total/Wtd. Avg. 4,031,127 100.0%             $3.87 $3.18  

 

 

Source: Appraisal

(1)Information is based on the underwritten rent roll.

 

Staples - Hagerstown, MD (27.8% of Allocated Loan Amount (“ALA”)): Staples - Hagerstown, MD, encompassing over 1.0 million SF on approximately 118 acres, is USR’s largest distribution center serving 300 stores throughout the eastern seaboard and handling nearly $1.7 billion in sales volume. Staples - Hagerstown, MD is located in the Washington County industrial market. According to the appraisal, Hagerstown’s central location and ease of access to Interstate 81 and Interstate 70, provides an ideal location for shipping and logistics companies in the area. As such, the concentration of transportation and warehousing employment in the area is more than twice that of the state and nation and has risen considerably over the past five years. Top employers in the area include national companies such as FedEx and smaller companies such as Bowman Logistics. Developers have entered the market and are building industrial properties speculatively. According to the appraisal, vacancies have been at or below 5.0% for the past five years for this market. The market will deliver a 504,000 SF warehouse later this year, which is likely to raise vacancy levels to 5.0% from 2.6% as of the second quarter 2018.

 

Staples - Montgomery, NY (21.4% of ALA): Staples - Montgomery, NY is located within a 75-mile radius of New York City, in the Northern New Jersey industrial market and services the New York Department of Education as well as the general New York City market. According to an industry report and the appraisal, vacancy in the Northern New Jersey Industrial Market declined for eight consecutive years, following the economic downturn in 2008. Additionally, in the first half of 2018 nearly 9.3 million SF of space has been absorbed.

 

Staples - Terre Haute, IN (16.7% of ALA): Staples - Terre Haute, IN is located in a rural community of southwestern Indiana, approximately 75 miles from the Indianapolis central business district. Staples - Terre Haute, IN is located within the Greater Indianapolis market and services 300 stores and handles more than $1.0 billion in sales volume in the Midwest and Texas.

 

Staples - London, OH (12.3% of ALA): Staples - London, OH is located in the Columbus Industrial market, approximately 25 miles west of Columbus and services 100% business customers and moves nearly 15 million cartons annually and generates approximately $756 million in sales volume. According to the appraisal, the Columbus metro area population has grown over the past decade and exhibits both a higher rate of GDP growth and a higher level of GDP per capita than the nation overall. The Columbus Industrial market also exhibited net absorption totaling approximately 2.4 million SF in the second quarter of 2018.

 

Staples - Beloit, WI (9.0% of ALA): Staples - Beloit, WI is located in south central Wisconsin and services the Chicago and Milwaukee markets that are located within a 75-mile radius. The Staples - Beloit, WI property moves more than 9.5 million cartons annually and generates over $500 million in sales volume.

 

Staples - Dayville, CT (7.5% of ALA) and Staples - Putnam, CT (2.6% ALA): Staples - Dayville, CT and Staples - Putnam, CT are located within the Windham County industrial submarket within a two-mile radius. Staples - Dayville, CT features a distribution center buildout and is complimentary to the fulfillment center buildout of Staples - Putnam, CT. Windham County is situated along Interstate 395, and is within a 70-mile radius of Worchester, Hartford and Boston. Staples - Dayville, CT is located in proximity to the Boston and New York City markets and serves over 100 of USR’s stores. Staples - Putnam, CT services the Northeastern US and handles approximately $384 million of sales volume annually.

 

Staples - Arden Hills, MN (2.8% of ALA): Staples - Arden Hills, MN, is located within a 15-mile radius of the Minneapolis CBD and enables next day service to enterprise customer accounts that produce approximately $86 million in annual sales and features newly invested robotics that help move more than two million cartons annually.

 

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

 

 

Various

Collateral Asset Summary – Loan No. 4

Staples Strategic Industrial

Cut-off Date Balance:

Cut-off Date LTV Ratio:

UW NCF DSCR:

UW NOI Debt Yield:

$35,000,000

62.6%

1.72x

9.5%

 

Operating History and Underwritten Net Cash Flow. The following table presents certain information relating to the historical operating performance and Underwritten Net Cash Flow at the Staples Strategic Industrial Properties:

 

Cash Flow Analysis(1)
  2015 2016 2017 UW UW PSF
Rents in Place N/A N/A N/A $12,800,000 $3.18
Contractual Rent Steps(2) N/A N/A N/A $256,000 $0.06
Total Reimbursements N/A N/A N/A $0 $0.00
Net Rental Income N/A N/A N/A $13,056,000 $3.24
Less Vacancy/Credit Loss

N/A

N/A

N/A

($652,800)

($0.16)

Effective Gross Income N/A N/A N/A $12,403,200 $3.08
Total Operating Expenses(3)

N/A

N/A

N/A

$372,096

$0.09

Net Operating Income N/A N/A N/A $12,031,104 $2.98
Total TI/LC, Capital Expenditures

N/A

N/A

N/A

$1,203,935

$0.30

Net Cash Flow N/A N/A N/A $10,827,169 $2.69
           
Occupancy % 100.0% 100.0% 100.0% 95.0%  
NOI DSCR(4) N/A N/A N/A 1.91x  
NCF DSCR(4) N/A N/A N/A 1.72x  
NOI Debt Yield(4) N/A N/A N/A 9.5%  
NCF Debt Yield(4) N/A N/A N/A 8.6%  

 

 

(1)Historical cash flow figures were not provided by the Staples Strategic Industrial Borrower as the Staples Strategic Industrial Properties were owned and operated by the tenant prior to the execution of two new 20-year leases as part of a sale-leaseback in October 2018.

(2)UW Contractual Rent Steps are underwritten through September 2019.

(3)UW Total Expenses includes an unrecoverable 3.0% management fee.

(4)Debt service coverage ratios and debt yields are based on the Staples Strategic Industrial Whole Loan.

 

Escrows and Reserves.

 

Tax Escrows - Real estate tax escrows are waived so long as (i) no Trigger Period (as defined below) is continuing (ii) the Staples Tenants or any replacement NNN lease are obligated to pay (and are paying) all real estate taxes directly to the applicable governmental authority, and (iii) the Staples Tenants’ leases or any replacement NNN lease remain in full force and effect and no event of default beyond the expiration of any applicable notice and cure period is continuing thereunder. If such conditions are no longer satisfied, the Staples Strategic Industrial Borrower is required to deposit an amount equal to 1/12 of the estimated annual real estate taxes into a tax reserve.

 

Insurance Escrows - Insurance escrows are waived so long as (i) no Trigger Period is continuing, (ii) the Staples Tenants or any replacement NNN lease are obligated to obtain and pay for (and are paying for) all insurance coverages required under the Staples Strategic Industrial loan documents, and (iii) the Staples Tenants’ leases or any replacement NNN lease, respectively, remain in full force and effect and no event of default beyond the expiration of any applicable notice and cure period is continuing thereunder. If such conditions are no longer satisfied, on each due date, the Staples Strategic Industrial Borrower will be required to fund an insurance reserve in a monthly amount equal to 1/12 of the amount that the lender estimates will be necessary to pay the annual insurance premiums.

 

Replacement Reserves - On a monthly basis, during the continuance of (i) a Lease Sweep Period (as defined below) or (ii) any period when the entirety of the Staples Strategic Industrial Properties are not leased pursuant to the respective leases or a replacement NNN lease which, in either case, requires such tenant to pay for all capital expenditures at each of the Staples Strategic Industrial Properties, the Staples Strategic Industrial Borrower is required to escrow an amount equal to approximately $50,389 per month into a capital expenditure reserve.

 

Quarterly Rent Reserves - For so long as the respective lessees pay rent to the Staples Strategic Industrial Borrower on a quarterly basis, a quarterly rent reserves will be maintained to hold such full quarterly rent payments. An amount necessary to fund all outstanding reserves and pay monthly debt service on the Staples Strategic Industrial Loan for the month in which the quarterly rent payment is made (the “Monthly Required Payment Amount”) is applied to such outstanding reserves and monthly debt service for such month, an amount equal to two times the Monthly Required Payment Amount is held in a quarterly rent reserve account (to be applied on the next two succeeding monthly payment dates) and the excess is disbursed to the Staples Strategic Industrial Borrower, provided that no Trigger Period is continuing. During a Trigger Period, each quarterly rental payment is transferred into the quarterly rent reserves, and on each monthly payment date, one third of the rent is applied in accordance with the loan documents.

 

Lockbox and Cash Management. The Staples Strategic Industrial Loan is structured with a hard lockbox and in-place cash management. The related Staples Strategic Industrial Borrower is required to cause all rents to be deposited directly into the lender-controlled lockbox account. All funds received by the Staples Strategic Industrial Borrower or the manager are required to be deposited in the lockbox account within two business days following receipt. Funds on deposit in the lockbox account are required to be swept on each business day into a lender-controlled cash management account and applied on each payment date to the payment of debt service, the funding of required reserves and budgeted monthly operating expenses. Provided that no Trigger Period (as defined below) is continuing, except as provided above under “Escrows and Reserves-Quarterly Rent Reserves,” excess cash in the deposit account will be disbursed to the Staples Strategic Industrial Borrower in accordance with the Staples Strategic Industrial Loan documents. If a Trigger Period is continuing (and no Lease Sweep Period (defined below) is continuing), except as provided above under “Escrows and Reserves-Quarterly Rent Reserves,” excess cash in the deposit account will be transferred to an account held by the lender as additional collateral for the Staples Strategic Industrial Whole Loan. If a Lease Sweep Period is continuing, except as provided above under “Escrows and Reserves-Quarterly Rent Reserves,” excess cash will be transferred to a lease sweep reserve account.

 

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

 

 

Various

Collateral Asset Summary – Loan No. 4

Staples Strategic Industrial

Cut-off Date Balance:

Cut-off Date LTV Ratio:

UW NCF DSCR:

UW NOI Debt Yield:

$35,000,000

62.6%

1.72x

9.5%

 

A “Trigger Period” occurs on the date that any of the following has occurred: (i) the ARD, (ii) any event of default, (iii) the date that the debt service coverage ratio, as calculated in the loan documents at the end of each calendar quarter, falls below 1.20x and (iv) the commencement of a Lease Sweep Period and may be cured (a) with respect to clause (i) above, if the debt is paid in full (b) with respect to clause (ii) above, upon the acceptance by the lender of a cure of such event of default, (c) with respect to clause (iii) above, upon the achievement of a debt service coverage ratio of 1.25x or greater for one calendar quarter and (d) with respect to clause (iv), such Lease Sweep Period has ended pursuant to the terms of the Staples Strategic Industrial Whole Loan documents.

 

A “Lease Sweep Period” commences upon the first monthly payment date (if prior to the ARD) following the occurrence of any of the following: (a) the date by which the related tenant is required under the Sweep Lease (as defined below) to give notice of its exercise of a renewal option thereunder (and such renewal has not been so exercised); (b) upon the early termination, early cancellation or early surrender of a Sweep Lease (or any material portion thereof) or the Staples Strategic Industrial Borrower’s receipt of notice by the related tenant of its intent to effect an early termination, early cancellation or early surrender of its Sweep Lease (or any material portion thereof); (c) a tenant under a Sweep Lease (as defined below) ceasing to operate its business at 40% or more of the space guaranteed by USR or 40% or more of the space guaranteed by Staples NAD or 40% or more of the aggregate square footage of all Staples Strategic Industrial Properties (i.e., “going dark”); (d) upon a monetary or material non-monetary default under a Sweep Lease by a tenant beyond any applicable notice and cure period or (e) upon a bankruptcy or insolvency proceeding of a tenant under a Sweep Lease or its parent.

 

A Lease Sweep Period ends when (1) in the case of clauses (a), (b) or (c) above, the Staples Strategic Industrial Properties (or applicable portion thereof) have been leased pursuant to one or more “qualified leases” (as such term is defined in the Staples Strategic Industrial loan documents) and, in the lender’s reasonable judgment, sufficient funds have accumulated in the lease sweep reserve account (during the continuance of the subject Lease Sweep Period) to cover all anticipated approved leasing expenses, free rent periods and/or rent abatement periods set forth in all such “qualified leases” and any shortfalls in required payments under the loan documents or operating expenses as a result of any anticipated down time prior to the commencement of payments under such qualified leases, (2) in the case of clause (a) above, the tenant exercises its renewal option and in the lender’s reasonable judgment, sufficient funds have accumulated in the lease sweep reserve account (during the continuance of the subject Lease Sweep Period) to cover all anticipated approved leasing expenses, free rent periods and/or rent abatement periods in connection with such renewal or extension, (3) in the case of clause (c) above, either (x) funds in an amount equal to the applicable Go Dark Event Sweep Cap (defined below) have accumulated in the lease sweep reserve account or (y) the Staples Strategic Industrial Borrower has delivered an acceptable letter of credit to lender with a face amount at least equal to the applicable Go Dark Event Sweep Cap, (4) in the case of clause (d) above, the subject default has been cured and (5) in the case of clause (e) above, the applicable bankruptcy has terminated and the applicable Sweep Lease has been affirmed, assumed or assigned in a manner reasonably satisfactory to the lender.

 

Under the leases to the Staples Tenants, if the tenant thereunder goes dark (by either vacating or subleasing) in 40% or more of the total square footage demised under such lease, the tenant thereunder will be required to post a letter of credit with the Staples Strategic Industrial Borrower, in an amount equal to (i) 12 months’ base rent due under the applicable lease (if the tenant goes dark in 40% or more but less than 60% of such space) or (ii) 24 months’ base rent due under the applicable lease (if the tenant goes dark in more than 60% of such leased space). Upon receipt of any such letter of credit, the Staples Strategic Industrial Borrower is required to immediately assign such letter of credit to the lender and, if a Lease Sweep Period is continuing pursuant to clause (c) above, the Staples Strategic Industrial Borrower is expected to offer such letter of credit to the lender to stop the applicable Lease Sweep Period, provided such letter of credit is at least equal to the portion of rent payable with respect to the dark space in question for the following twelve months and such letter of credit otherwise meets the definition of an approved letter of credit (as set forth in the loan agreement), as determined by the lender. For so long as the lender is holding a letter of credit, the lender is required to hold such letter of credit in accordance with the terms of the applicable lease, except that, from and after an event of default under such lease, the lender will have the right to immediately draw on such letter of credit in full and deposit such drawn amount into the lease sweep reserve. To the extent that the lender is unable to draw on such letter of credit after the occurrence of an event of default under the loan or an event of default under the applicable lease, the amount of such letter of credit (up to the portion of rent payable with respect to the dark space in question for the following twelve months) will be recourse to the guarantor.

 

A “Sweep Lease” means (i) the leases with Staples Contract & Commercial LLC and/or Office Superstore East LLC as applicable, and (ii) any replacement lease at the Staples Strategic Industrial Properties which covers (x) the entire rentable space at an individual Staples Strategic Industrial Property or (y) 250,000 or more rentable SF at the Staples Strategic Industrial Properties.

 

A “Go Dark Event Sweep Cap” means an amount equal to a portion of the rent payable under the Lease Sweep Lease in question and allocated to the dark space, for the 12 months following the tenant under the Sweep Lease going dark.

 

Mezzanine Loan and Preferred Equity. Not permitted.

 

Release of Property. The Staples Strategic Industrial Whole Loan is structured with no releases or substitutions, except for a 0.97-acre vacant strip of land located on the edge of the 80-acre Staples - Montgomery, NY property, which the Staples Strategic Industrial Borrower is currently under contract to sell to the adjacent landowner. In connection with such sale, the Staples Strategic Industrial Borrower will be permitted to obtain the release of such strip of land from the lien without payment of any consideration for the release, provided that (i) no event of default is continuing, (ii) such strip of land is legally subdivided and on a separate tax parcel from the remainder of the Staples - Montgomery, NY property, (iii) the release does not adversely affect the use or operation of, or access to or from, the remaining portion of the Staples - Montgomery, NY property, (iv) after giving effect to such release, the loan-to-value ratio of the remaining Staples Strategic Industrial Properties is no more than 125% (v) the lender has received and approved all applicable release documents and evidence of tax parcel separation and (v) the Staples Strategic Industrial Borrower pays all of the lender’s costs and expenses.

 

Environmental Matters. According to the Phase I environmental assessment dated September 19, 2018 for the Staples - Dayville, CT property (the “Dayville Property”) identified a recognized environmental condition in connection with suspected groundwater and soil pollution and recommended further sampling in accordance with the Connecticut Property Transfer Act’s assessment requirements to determine if long-term monitoring or remediation is necessary. The first round of sampling was completed in April 2018 and results indicated that additional delineation and characterization was needed at five of the areas of concern at the Dayville Property. On July 31, 2018 and August 1, 2018 a second round of investigation was conducted including 16 soil borings and the installation of two additional monitoring wells. The results of the second round of sampling concluded that additional delineation was still required for three remaining areas of concern at the Dayville Property. At origination, the Staples Strategic Industrial Borrower obtained a Lender Environmental Collateral Protection and Liability Insurance Policy from Steadfast Insurance Company, with a term of 13 years. The Staples Strategic Industrial Borrower is required, on or prior to the ARD date, to obtain a new secured lender’s policy (on terms and with limits substantially similar to the policy in place at origination) with a term of no less than eight years unless, prior to the ARD date, the Staples Strategic Industrial Borrower delivers (i) a

 

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

 

 

Various

Collateral Asset Summary – Loan No. 4

Staples Strategic Industrial

Cut-off Date Balance:

Cut-off Date LTV Ratio:

UW NCF DSCR:

UW NOI Debt Yield:

$35,000,000

62.6%

1.72x

9.5%

 

“no further action” letter from the applicable governmental authority indicating that no additional monitoring or remediation is required and (ii) a clean Phase I. The related tenant also purchased a premises pollution liability policy (the “Dayville PPL Policy”) that named the lender as an additional insured. The lender agreed pursuant to the loan agreement to look to the Dayville PPL Policy first before making a claim under the environmental indemnity agreement.

 

Terrorism Insurance. The Staples Strategic Industrial Borrowers are required to obtain insurance against acts of terrorism for loss resulting from perils and acts of terrorism in amounts and with terms and conditions applicable to commercial property, general liability, business income and umbrella liability insurance required pursuant to the Staples Strategic Industrial Mortgage Whole Loan documents.

 

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

 

 

Various

Collateral Asset Summary – Loan No. 5

CBBC Industrial Portfolio

Cut-off Date Balance:

Cut-off Date LTV Ratio:

UW NCF DSCR:

UW NOI Debt Yield:

$33,030,000

61.7%

1.77x

10.4%

 

 (GRAPHIC)

 

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

 

 

Various

Collateral Asset Summary – Loan No. 5

CBBC Industrial Portfolio

Cut-off Date Balance:

Cut-off Date LTV Ratio:

UW NCF DSCR:

UW NOI Debt Yield:

$33,030,000

61.7%

1.77x

10.4%

 

 (MAP)

 

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

 

 

Various

Collateral Asset Summary – Loan No. 5

CBBC Industrial Portfolio

Cut-off Date Balance:

Cut-off Date LTV Ratio:

UW NCF DSCR:

UW NOI Debt Yield:

$33,030,000

61.7%

1.77x

10.4%

 

Mortgage Loan Information   Property Information
Mortgage Loan Seller: GACC   Single Asset/Portfolio: Portfolio

Credit Assessment

(Fitch/KBRA/Moody’s):

NR/NR/NR   Location: Various
  General Property Type: Industrial
Original Balance(1): $33,030,000   Detailed Property Type: Cold Storage/Distribution
Cut-off Date Balance(1): $33,030,000   Title Vesting: Fee Simple
% of Initial Pool Balance: 5.1%   Year Built/Renovated: Various
Loan Purpose(2): Acquisition   Size: 951,651 SF
Borrower Sponsors: New Mountain Net Lease Corporation; New Mountain Net Lease Partners Corporation   Cut-off Date Balance per SF(1): $56
  Maturity Date Balance per SF(1): $56
Mortgage Rate: 5.0800%   Property Manager: Self-managed
Note Date: 10/30/2018      
First Payment Date: 12/6/2018      
Maturity Date: 11/6/2028      
Original Term to Maturity: 120 months    
Original Amortization Term: 0 months   Underwriting and Financial Information
IO Period: 120 months   UW NOI: $5,507,998
Seasoning: 1 month   UW NOI Debt Yield(1): 10.4%
Prepayment Provisions(3)(4): LO (23); YM1 (2); DEF/YM1 (90); O (5)   UW NOI Debt Yield at Maturity(1): 10.4%
Lockbox/Cash Mgmt Status: Hard/Springing   UW NCF DSCR(1): 1.77x
Additional Debt Type(1): Pari Passu   Most Recent NOI(6): N/A
Additional Debt Balance(1): $20,000,000   2nd Most Recent NOI(6): N/A
Future Debt Permitted (Type): No (N/A)   3rd Most Recent NOI(6): N/A
Reserves(5)   Most Recent Occupancy: 100.0% (12/1/2018)
Type Initial Monthly Cap   2nd Most Recent Occupancy: 100.0% (12/31/2017)
RE Tax: $0 Springing N/A   3rd Most Recent Occupancy: 100.0% (12/31/2016)
Insurance: $0 Springing N/A   Appraised Value (as of)(7): $85,880,000 (Various)
Replacements: $0 Springing $190,330   Cut-off Date LTV Ratio(1)(7): 61.7%
TI/LC: $0 Springing $666,156   Maturity Date LTV Ratio(1)(7): 61.7%

 

Sources and Uses(2)
Sources Proceeds % of Total   Uses Proceeds % of Total
Loan Amount(1): $53,030,000 64.7%   Purchase Price(2): $81,287,081 99.2%
Borrower Equity: $28,878,758 35.3%   Closing Costs: $621,677 0.8%
Total Sources: $81,908,758 100.0%   Total Uses: $81,908,758 100.0%

 

 
(1)The CBBC Industrial Portfolio Mortgage Loan (as defined below) is part of the CBBC Industrial Portfolio Whole Loan (as defined below), which is comprised of two pari passu promissory notes with an aggregate original principal balance of $53,030,000. The Cut-off Date Balance per SF, Maturity Date Balance per SF, UW NOI Debt Yield, UW NOI Debt Yield at Maturity, UW NCF DSCR, Cut-off Date LTV Ratio and Maturity Date LTV Ratio presented above are based on the aggregate principal balance of the promissory notes comprising the CBBC Industrial Portfolio Whole Loan.

(2)On October 12, 2018, the borrower sponsors purchased the CBBC Industrial Portfolio Properties (as defined below) in an all-cash sale leaseback transaction for approximately $81.3 million, which therefore was unencumbered at the origination of the CBBC Industrial Portfolio Whole Loan on October 30, 2018.

(3)See “Release of Property” and “Substitution” below for discussion of partial release provisions.

(4)The defeasance lockout period will be at least 25 payment dates beginning with and including the first payment date of December 6, 2018. Defeasance of the full $53.03 million CBBC Industrial Whole Loan is permitted after the date that is the earlier to occur of (i) October 30, 2021 or (ii) the date that is two years from the closing date of the securitization that includes the last note to be securitized. The assumed defeasance lockout period of 25 payments is based on the expected UBS 2018-C15 securitization closing date in December 2018. The actual lockout period may be longer. The CBBC Industrial Portfolio Borrower (as defined below) is also permitted to prepay the CBBC Industrial Portfolio Whole Loan on or after the payment date in November 2020 with a payment of a yield maintenance premium.

(5)See “Escrows and Reserves” below for further discussion of reserve requirements.

(6)The borrower sponsors purchased the CBBC Industrial Portfolio Properties on October 12, 2018. As a result, the historical financial information is unavailable.

(7)The appraiser concluded a “go dark” value as of September 2018 equal to $65.5 million, which equates to a Cut-off Date LTV Ratio and Maturity Date LTV Ratio of 81.0% and 81.0%, respectively.

 

The Mortgage Loan. The fifth largest mortgage loan (the “CBBC Industrial Portfolio Mortgage Loan”) is part of a whole loan (the “CBBC Industrial Portfolio Whole Loan”) evidenced by two pari passu promissory notes with an aggregate original principal amount of $53,030,000. The CBBC Industrial Portfolio Whole Loan is secured by the fee interests in a portfolio of four industrial properties totaling 951,651 SF located in Texas and Florida (collectively, the “CBBC Industrial Portfolio Properties” and individually each a “CBBC Industrial Portfolio Property”). Promissory Note A-1, with an original principal balance of $33,030,000, represents the CBBC Industrial Portfolio Mortgage Loan and will be included in the UBS 2018-C15 Trust. The CBBC Industrial Mortgage Loan is expected to be serviced pursuant to the pooling and servicing agreement for the UBS 2018-C15 Trust. The below table summarizes the remaining promissory note, which is currently held by DBNY and is expected to be contributed to a future securitization transaction or may be otherwise transferred at any time. See “Description of the Mortgage Pool—The Whole Loans—The Serviced Pari Passu Whole Loans” and “Pooling and Servicing Agreement” in the Preliminary Prospectus.

 

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

 

 

Various

Collateral Asset Summary – Loan No. 5

CBBC Industrial Portfolio

Cut-off Date Balance:

Cut-off Date LTV Ratio:

UW NCF DSCR:

UW NOI Debt Yield:

$33,030,000

61.7%

1.77x

10.4%

 

CBBC Industrial Portfolio Whole Loan Summary
Note Original Balance Cut-off Date Balance Anticipated Note Holder Controlling Piece
Note A-1 $33,030,000 $33,030,000 UBS 2018-C15 Yes
Note A-2 $20,000,000 $20,000,000 DBNY No
Total $53,030,000 $53,030,000    

 

The proceeds of the CBBC Industrial Portfolio Whole Loan, together with approximately $28.9 million of borrower sponsors’ equity, were used to acquire the CBBC Industrial Portfolio Properties and pay closing costs. The borrower sponsors acquired the CBBC Industrial Portfolio Properties in October 2018 in a sale leaseback transaction. In conjunction with the sale, CBBC Opco, LLC executed a new 20-year absolute triple net lease relating to all CBBC Industrial Portfolio Properties through October 2038.

 

The Borrower and the Borrower Sponsors. The borrower is NM BXBF, L.P. (the “CBBC Industrial Portfolio Borrower”), a Delaware limited partnership structured to be bankruptcy remote with two independent directors. Legal counsel to the CBBC Industrial Portfolio Borrower delivered a non-consolidation opinion in connection with the origination of the CBBC Industrial Portfolio Whole Loan. The borrower sponsors and non-recourse carveout guarantors of the CBBC Industrial Portfolio Whole Loan are New Mountain Net Lease Corporation and New Mountain Net Lease Partners Corporation, affiliates of New Mountain Capital, LLC (“New Mountain Capital”).

 

New Mountain Capital is an alternative investment manager with private equity, public equity and private credit strategies. New Mountain Capital's public equity arm, Vantage, takes non-control positions in publicly traded companies. New Mountain Capital, together with its affiliates, manages private equity, public equity and credit capital with aggregate assets under management totaling more than $20.0 billion. The liability of the non-recourse carveout guarantor under the environmental indemnity is capped at 110% of the original principal balance of the CBBC Industrial Portfolio Mortgage Loan.

 

The Properties. The CBBC Industrial Portfolio Properties consist of four industrial properties located in Florida (2) and Texas (2) with a total net rentable area of 951,651 SF. The total net rentable area includes cooler/freezer space (748,323 SF, 78.6% of NRA), warehouse space (161,950 SF, 17.0% of NRA), and office space (41,379 SF, 4.3% of NRA). The CBBC Industrial Portfolio Properties range from 104,974 SF to 330,000 SF. On October 12, 2018, the tenant, CBBC Opco, LLC, commenced a 20-year absolute triple net lease on all four of the CBBC Industrial Portfolio Properties (the “CBBC Lease”). The CBBC Opco, LLC lease is guaranteed by CBBC Holdings, Inc., an affiliate of Colorado Beef Boxed Company (“CBBC”). Over the past four years, CBBC has invested approximately $11.9 million in capital improvements across the four properties.

 

Portfolio Summary
Property Net Rentable Area (SF) Allocated Whole Loan Amount % of Allocated Whole Loan Amount Appraised Value Annual Rent % of Annual Rent
CBBC - Dallas, TX 284,550 $21,410,000 40.4% $34,680,000 $2,276,400 40.0%
CBBC - Winter Haven, FL 330,000 $12,970,000 24.5% $21,000,000 $1,402,500 24.7%
CBBC - Lakeland, FL 232,127 $11,650,000 22.0% $19,300,000 $1,271,441 22.4%
CBBC - Houston, TX 104,974 $7,000,000 13.2% $10,900,000 $735,690 12.9%
Total / Wt. Avg. 951,651 $53,030,000 100.0% $85,880,000 $5,686,031 100.0%

 

CBBC - Dallas, TX. The CBBC - Dallas, TX property (“Dallas Property”) is a 284,550 SF single-tenant industrial warehouse building located in Dallas, Texas, approximately 6.2 miles northwest of the Dallas central business district. The Dallas Property is 100.0% occupied by CBBC which has been at the Dallas Property since July 2015. The improvements include four connected one-story buildings constructed in 1965 and 1978, which are situated on a 9.34-acre site. The Dallas Property was most recently renovated in 2015 when CBBC replaced the roof and spent approximately $4.0 million to convert/retrofit 70,000 SF to freezer space and added a new glycol system in the flooring. In addition, CBBC added LED lighting and motion detectors around the Dallas Property. The Dallas Property contains 92% freezer/cold storage space, has 26 loading docks and two drive-in doors with a clearance height of 28 feet. There are 85 surface parking spaces which equates to a parking ratio of approximately 0.3 spaces per 1,000 SF.

 

CBBC - Winter Haven, FL. The CBBC - Winter Haven, FL property (“Winter Haven Property”) consists of 11 one-story industrial warehouse/distribution buildings, totaling 330,000 SF, located in Winter Haven, Florida. The Winter Haven Property is 100.0% occupied by CBBC and operated by Phoenix Industries, a CBBC subsidiary and third-party cold storage provider. The improvements were constructed in phases between 1950 and 2001 and are situated on a 17.28-acre site. The Winter Haven Property was most recently renovated in 2017 when the cold storage equipment was upgraded. Additional capital expenditures in recent years include approximately $4.2 million to convert 35,000 SF of dry space to freezer space, the building of a fourth engine room with a brand new, ammonia-based system, and installing new LED lights. Furthermore, there are eight new freezer doors being installed throughout the facility. The Winter Haven Property consists of approximately 87% ammonia-based freezer/cold storage space, with 21 dock high doors and two drive-in overhead doors, including three rail-served loading doors. The freezer area contains 6-7 main freezer/cooler rooms with ammonia refrigeration system. The building sizes range from 10,232 SF to 68,690 SF and the clear heights range from 15 feet to 32 feet. There are 42 surface parking spaces which equates to a parking ratio of approximately 0.13 spaces per 1,000 SF. The Winter Haven Property is served by CSX rail services and offers 1,800 feet of rail sliding capable of holding 20 plus cars.

 

CBBC - Lakeland, FL. The CBBC - Lakeland, FL property (“Lakeland Property”) consists of 10 one- and two-story industrial warehouse/distribution buildings, totaling 232,127 SF, located in Lakeland, Florida. The Lakeland Property is 100.0% occupied by CBBC and is the company’s distribution headquarters. The improvements were constructed in phases between 1957 and 1996 and are situated on a 16.06-acre site. The Lakeland Property was most recently renovated in 2017, which included $3 million for refrigeration upgrades, including the conversion of 30,000 SF to freezer space. The Lakeland Property consists of approximately 52% of ammonia-based freezer/cold storage space, 12% office space, 30 dock-high doors and two drive-in doors. A 15,400 SF, two-story office building is located across the street from the primary warehouse area and also includes a small, 800 SF guard house. The Lakeland Property features 116 surface parking spaces which equates to a parking ratio of 0.50 spaces per 1,000 SF. The Lakeland Property accounts for approximately a third of CBBC’s overall weekly shipping capacity, distributing 4.5 million to 5.5 million points of volume per week.

 

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

 

 

Various

Collateral Asset Summary – Loan No. 5

CBBC Industrial Portfolio

Cut-off Date Balance:

Cut-off Date LTV Ratio:

UW NCF DSCR:

UW NOI Debt Yield:

$33,030,000

61.7%

1.77x

10.4%

 

CBBC - Houston, TX. The CBBC - Houston, TX property (“Houston Property”) is a 104,974 SF, single tenant industrial warehouse located in Houston, Texas, approximately six miles northwest of the Houston central business district. The Houston Property is 100.0% occupied by CBBC. The improvements include one, one-story building constructed in 1965 and most recently renovated in 2007, and situated on a 4.87-acre lot. Prior to the most recent sale of the Houston Property, CBBC spent $150,000 to upgrade the dock doors and levelers. The Houston Property consists of 75% freezer/cold storage space with 23 docks and clear heights of 28 feet. The warehouse holds on average 20-22 million pounds of inventory at any one time. The location allows the facilities to service the Galleria submarket, which has mixed-use real estate projects. CBBC is currently using the warehouse as its primary distribution and third party cold storage. Primary distribution areas outside of the immediate Houston area consists primarily of Austin and Waco, Texas. The Houston Property distributes an average of 2.7-3.0 million pounds of volume a week.

 

Major Tenant.

 

CBBC Opco, LLC (951,651 SF, 100.0% of NRA, 100.0% of underwritten base rent). The CBBC Industrial Portfolio Properties are leased to CBBC Opco, LLC and occupied by CBBC. CBBC was founded in 1975 and engages in the distribution of refrigerated and frozen food products. Its distribution portfolio includes beef, pork, poultry, seafood, lamb and veal, ethnic products, specialty food items, deli products, grocery products, and packaged food products, as well as packing supplies in various colors and sizes. The company also supplies cheese, vegetables, lunch meat, and various dry products. It serves independent and chain retailers/grocery stores, cruise lines, food service distributors, restaurants, the United States military, amusement/theme parks, and various other food outlets/purveyors in the United States and internationally. CBBC goes to market both directly to end consumers, and through distributors and wholesalers (approximately 30% via distributors / retailers). CBBC is a diversified business with the top 5 customers representing less than 7% of CBBC’s total revenue. CBBC has gradually increased volume over the past several years from 574 million pounds in 2013 to 697 million pounds in 2017.

 

In June 2017, Altamont Capital Partners (“ACP”) acquired CBBC. ACP is a private equity firm with over $2.5 billion of capital under management, focused primarily on making long term, control investments in middle market businesses. APC has a diverse portfolio that includes consumer products, industrials, retail, restaurants & franchising, financial services, and healthcare.

 

The CBBC Lease provides that the tenant has the right to require the CBBC Industrial Portfolio Borrower to substitute up to one property under the CBBC Lease during the initial ten years of the lease term (which ends October 31, 2028), and up to two properties under the CBBC Lease during the subsequent ten years, provided that certain conditions are satisfied. If such conditions are satisfied, the CBBC Industrial Portfolio Borrower is required to sell the substituted-for CBBC Industrial Portfolio Property to CBBC or a third party designated by it and purchase the property to be substituted from CBBC or a third party designated by it, and the CBBC Lease is deemed to be automatically amended to add the substitute property and terminate the substituted-for property. See “Substitution” below and “Description of the Mortgage Pool—Certain Terms of the Mortgage Loans-Releases; Partial Releases” in the Preliminary Prospectus.

 

The following table presents certain information relating to the leases at the CBBC Industrial Portfolio Properties:

 

Tenant Summary(1)
Tenant Name Individual Property Credit Rating (Fitch/Moody's/S&P) Tenant SF Approximate % of SF Annual UW
Base Rent(2)
% of Total Annual UW Base Rent Annual UW Base Rent PSF Lease Expiration
CBBC Dallas Property NR/NR/NR 284,550 29.9% $2,276,400 40.0% $8.00 10/31/2038
CBBC Winter Haven Property NR/NR/NR 330,000 34.7% $1,402,500 24.7% $4.25 10/31/2038
CBBC Lakeland Property NR/NR/NR 232,127 24.4% $1,271,441 22.4% $5.48 10/31/2038
CBBC Houston Property NR/NR/NR 104,974 11.0% $735,690 12.9% $7.01 10/31/2038
Subtotal/Wtd. Avg.     951,651 100.0% $5,686,031 100.0% $5.97  
Vacant     0 0.0% $0 0.0% $0.00  
Total/Wtd. Avg.     951,651 100.0% $5,686,031 100.0% $5.97  

 

 
(1)Information is based on the underwritten rent roll.

(2)The CBBC Industrial Portfolio Properties are leased under a single lease, which allocates separate rental rates to each of the CBBC Industrial Portfolio Properties.

 

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

 

 

Various

Collateral Asset Summary – Loan No. 5

CBBC Industrial Portfolio

Cut-off Date Balance:

Cut-off Date LTV Ratio:

UW NCF DSCR:

UW NOI Debt Yield:

$33,030,000

61.7%

1.77x

10.4%

 

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

 

Lease Rollover Schedule(1)
Year # of Leases Rolling SF Rolling Approx. % of Total SF Rolling Approx. Cumulative % of SF Rolling UW Base Rent PSF Rolling Total UW Base
Rent Rolling
Approx. % of Total Rent Rolling Approx. Cumulative % of Total Rent Rolling
MTM 0 0 0.0% 0.0% $0.00 $0 0.0% 0.0%
2018 0 0 0.0% 0.0% $0.00 $0 0.0% 0.0%
2019 0 0 0.0% 0.0% $0.00 $0 0.0% 0.0%
2020 0 0 0.0% 0.0% $0.00 $0 0.0% 0.0%
2021 0 0 0.0% 0.0% $0.00 $0 0.0% 0.0%
2022 0 0 0.0% 0.0% $0.00 $0 0.0% 0.0%
2023 0 0 0.0% 0.0% $0.00 $0 0.0% 0.0%
2024 0 0 0.0% 0.0% $0.00 $0 0.0% 0.0%
2025 0 0 0.0% 0.0% $0.00 $0 0.0% 0.0%
2026 0 0 0.0% 0.0% $0.00 $0 0.0% 0.0%
2027 0 0 0.0% 0.0% $0.00 $0 0.0% 0.0%
2028 0 0 0.0% 0.0% $0.00 $0 0.0% 0.0%
2029 & Beyond 4 951,651 100.0% 100.0% $5.97 $5,686,031 100.0% 100.0%
Vacant 0 0 0.0% 100.0% $0.00 $0 0.0% 100.0%
Total/Wtd. Avg. 4 951,651 100.0%   $5.97 $5,686,031 100.0%  

 

 
(1)Information is based on the underwritten rent roll.

 

The Market. The CBBC Industrial Portfolio Properties are located in a mix of industrial markets including Dallas, Tampa/St. Petersburg and Houston. The CBBC Industrial Portfolio Properties are within industrial submarkets that reported vacancy rates ranging from 4.3% to 8.3% and average asking rental rates ranging from $4.73 - $7.33 PSF.

 

Market Summary
Property Name Net Rentable Area(1) % of Allocated Whole Loan Amount

Population

(5-Mile Radius)(2)

Appraiser Concluded Market Rent PSF Submarket Submarket Rent PSF Submarket Vacancy
CBBC - Dallas, TX 284,550 40.4% 308,285 $8.00 South Stemmons $5.38 4.3%
CBBC - Winter Haven, FL 330,000 24.5% 95,631 $4.25 Polk County $4.73 8.3%
CBBC - Lakeland, FL 232,127 22.0% 138,595 $5.48 Polk County $4.73 8.3%
CBBC - Houston, TX 104,974 13.2% 465,931 $7.01 Northwest Corridor $7.33 5.4%
Total/Wtd. Avg. 951,651 100.0%          

 

 

Source: Appraisals

(1)Information is based on the underwritten rent roll.

(2)Population and Median Household Income are estimated 2018 figures, excluding the Dallas Property, which are from 2017.

 

CBBC - Dallas, TX: The Dallas Property is located in Dallas, Texas, approximately 6.2 miles northwest of the Dallas central business district. The location provides access to Dallas’ transportation network including access to Interstate 35E, Interstate 30, and State Highway 12. The Dallas Fort Worth Airport is approximately 14 miles from the Dallas Property. The major employers in the area include Southwest Airlines, Dallas Love Field Airport, FedEx and AT&T.

 

CBBC - Winter Haven, FL: The Winter Haven Property is located in Winter Haven, Florida, approximately 2.8 miles southwest of the Winter Haven central business district, and centrally located between the Tampa central business district (49.7 miles) and Orlando central business district (49.5 miles). Primary regional access to the area is provided by Interstate 4 (13.0 miles northeast), which is the main east/west arterial highway connecting Tampa to Orlando and the east coast. Additional access is provided by County Highway 60, U.S. Highway 17, and U.S. Highway 27. U.S. Highway 17 and County Highway 60 are major arterials that cross the Lakeland MSA in both the north/south and east/west direction. Located approximately 8 miles southeast of the Winter Haven Property is the CSX Integrated Logistics Center that opened in Winter Haven Property in 2014. This terminal serves domestic intermodal freight with the following products available: UMAX, Private Containers and RailPlus. The terminal can process up to 300,000 containers a year. The area surrounding the facility includes 932-acres dubbed the Central Florida Intermodel Logistics Center and according to the appraisal is expected to slowly fill with industrial warehouse developments. This area is located approximately nine miles south of the subject.

 

CBBC - Lakeland, FL: The Lakeland Property is located in Lakeland, Florida, approximately 1.0 miles northeast of the Lakeland central business district, and is centrally located between the Tampa central business district (34.5 miles) and Orlando central business district (54.2 miles). The Lakeland Property is located within Polk County along Interstate 4, which is the main east/west arterial highway connecting Tampa to Orlando and the east coast. In 2015, Amazon added a 1.02 million SF fulfillment center that added an estimated 2,000 jobs to the Lakeland area. Walmart also recently opened their two building, 2 million SF distribution center in Davenport, bringing an additional 550 jobs. Additionally, IKEA is opening a 325,000 SF distribution center off Allen K Breed Highway.

 

CBBC - Houston, TX: The Houston Property is located in Houston, Texas, approximately eight miles northwest of the Houston central business district. The Houston Property is accessed by West Loop Parkway to the west and West 11th Street to the north, northwest of Downtown Houston. Access to the

 

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

 

 

Various

Collateral Asset Summary – Loan No. 5

CBBC Industrial Portfolio

Cut-off Date Balance:

Cut-off Date LTV Ratio:

UW NCF DSCR:

UW NOI Debt Yield:

$33,030,000

61.7%

1.77x

10.4%

 

local area is provided by Interstate 610, a 38 mile six-lane highway extending around Houston, which experiences daily traffic volume of nearly 285,948 vehicles daily. 1.1 miles north of the Houston Property I-610 intersects with State Route 290, which travels northwest for 141 miles to Austin, TX. Additionally, Interstate 10, which is 0.6 miles southeast of the Houston Property, provides direct eastern access to the Houston central business district and continues all the way to the east coast where it ends in Jacksonville, FL, as well as, extending west to San Antonio, TX. Most recently, Amazon and FedEx each completed distribution facilities exceeding 800,000 SF in September 2017, and Amazon completed a 1 million SF facility in early 2018. A few of the metro’s largest leases over the past two years have been in logistics facilities, including IKEA (1,000,000 SF), Emser Tile (600,000 SF), Kuraray America (465,000 SF) and Advance Auto Parts (440,000 SF), among others.

 

Operating History and Underwritten Net Cash Flow. The following table presents certain information relating to the historical operating performance and the Underwritten Net Cash Flow at the CBBC Industrial Portfolio Properties:

 

Cash Flow Analysis
  2015(1) 2016(1) 2017(1) UW UW PSF
Gross Potential Rent(2) N/A N/A N/A $5,806,859 $6.10
Total Recoveries N/A N/A N/A $170,350 $0.18
Less Vacancy & Credit Loss

N/A

N/A

N/A

($298,860)

($0.31)

Effective Gross Income N/A N/A N/A $5,678,349 $5.97
Total Operating Expenses

N/A

N/A

N/A

$170,350

$0.18

Net Operating Income N/A N/A N/A $5,507,998 $5.79
Capital Expenditures N/A N/A N/A $512,536 $0.54
TI/LC

N/A

N/A

N/A

$169,827

$0.18

Net Cash Flow N/A N/A N/A $4,825,635 $5.07
           
Occupancy %(3) 100.0% 100.0% 100.0% 95.0%  
NOI DSCR(4) N/A N/A N/A 2.02x  
NCF DSCR(4) N/A N/A N/A 1.77x  
NOI Debt Yield(4) N/A N/A N/A 10.4%  
NCF Debt Yield(4) N/A N/A N/A 9.1%  

 

 
(1)The borrower sponsors purchased the CBBC Industrial Portfolio Properties on October 12, 2018. As a result, the historical financial information is unavailable.

(2)UW Gross Potential Rent is based on the underwritten rent roll and includes $120,828 of rent steps.

(3)UW Occupancy % is based on the appraisal’s concluded stabilized vacancy of 5.0%. As of December 1, 2018, the CBBC Industrial Portfolio Properties were 100.0% occupied.

(4)Debt service coverage ratios and debt yields are based on the CBBC Industrial Portfolio Whole Loan.

 

Escrows and Reserves. So long as the Reserve Waiver Conditions (as defined below) are met, all of the monthly escrow deposits will be suspended. If the Reserve Waiver Conditions are not met, the CBBC Industrial Portfolio Borrower is required to escrow monthly (i) 1/12 of the annual estimated tax payments, (ii) 1/12 of the annual insurance premiums, (iii) $7,930 for capital expenditures, subject to a cap of $190,330 and (iv) $27,756 for tenant improvements and leasing commissions, subject to a cap of $666,156. In addition to the Reserve Waiver Conditions, the requirement of the CBBC Industrial Portfolio Borrower to escrow monthly insurance premiums is waived so long as the CBBC Industrial Portfolio Properties are covered under a blanket insurance policy and evidence satisfactory to the lender is provided.

 

The “Reserve Waiver Conditions” mean (i) the CBBC Lease or a replacement lease is in full force and effect, the entirety of each of the CBBC Industrial Portfolio Properties is demised pursuant to said lease, and the applicable lease is a “triple net” lease, (ii) no Trigger Period (as defined below) has occurred and is continuing, (iii) the tenant under the CBBC Lease or a replacement lease is obligated to, pursuant to its lease, (w) pay all taxes directly to the applicable governmental authority, (x) maintain insurance on all of the CBBC Industrial Portfolio Properties pursuant to an acceptable insurance policy under the loan documents, (y) perform and pay for all capital expenditures at the CBBC Industrial Portfolio Properties and (z) perform and pay for all other ongoing recurring property-related operating expenses, (iv) all of such obligations are performed in a timely manner and (v) upon lender’s request, the CBBC Industrial Portfolio Borrower provides evidence of such timely performance of the tenant to the lender in a form acceptable to the lender in its reasonable discretion.

 

Lockbox and Cash Management. The CBBC Industrial Portfolio Whole Loan has a hard lockbox with springing cash management upon the occurrence and continuance of a Trigger Period (as defined below).

 

A “Trigger Period” will commence upon the lender giving notice to the clearing bank of the occurrence of any of the following: (i) an event of default, (ii) the debt service coverage ratio falling below 1.15x, or (iii) the commencement of a Lease Sweep Period (as defined below), and will end upon the lender giving notice to the clearing bank that the sweeping of funds into the deposit account may cease, (a) with respect to the matters described in clause (i) above, if such event of default has been cured and no other event of default has occurred and is continuing, (b) with respect to the matter described in clause (ii) above, if the debt service coverage ratio is at least 1.20x for two consecutive calendar quarters, or (c) with respect to the matter described in clause (iii) above, if such Lease Sweep Period has ended.

 

A “Lease Sweep Period” will occur upon any of the following: (i) the date under a Lease Sweep Lease (as defined below) by which the applicable Major Tenant (as defined below) is required to give notice of its exercise of a renewal option thereunder (and such renewal has not been so exercised), (ii) any Lease Sweep Lease (or any material portion thereof) is surrendered, cancelled or terminated prior to its then current expiration date, (iii) any Major Tenant discontinues its business at its premises (i.e., “goes dark”) or gives notice that it intends to discontinue its business, (iv) the occurrence and continuance (beyond any applicable notice and cure periods) of a material default under any Lease Sweep Lease by the applicable Major Tenant thereunder, or (v) the occurrence of a Major Tenant insolvency proceeding and will end upon (a) with respect to the occurrence of a Lease Sweep Period caused by a matter described in clause (i) above, upon the date on which the Major Tenant irrevocably exercises its renewal or extension option (or otherwise enters into an extension agreement with the CBBC Industrial Portfolio Borrower that is acceptable to the lender in its reasonable discretion) with respect to all of the

 

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

 

 

Various

Collateral Asset Summary – Loan No. 5

CBBC Industrial Portfolio

Cut-off Date Balance:

Cut-off Date LTV Ratio:

UW NCF DSCR:

UW NOI Debt Yield:

$33,030,000

61.7%

1.77x

10.4%

 

space demised under its Lease Sweep Lease, and in the lender’s judgment, sufficient funds have been accumulated in the special rollover reserve subaccount (during the continuance of the subject Lease Sweep Period) to pay for all anticipated major leasing expenses and free rent or rent abatement periods in connection with such renewal or extension, (b) in the case of a Lease Sweep Period caused by a matter described in clause (iii) above, either (x) the tenant opens for business in its space and continuously operates for a least 30 days and irrevocably rescinds any notice of going dark or (y) the date on which the funds in the special rollover reserve (including related lease termination payments) are equal to the total rentable square feet of the applicable Lease Sweep Lease multiplied by $6.00, unless the applicable Major Tenant space has been relet and the replacement leases require the CBBC Industrial Portfolio Borrower to incur expenses and/or free rent or rent abatement periods which the lender determines exceed such amount, in which case the Lease Sweep Period will continue until such additional amounts are reserved, (c) in the case of a Lease Sweep Period caused by a matter described in clause (i), (ii) or (iii) above, the date on which all of the space demised under the Major Lease (or portion thereof) that gave rise to the Lease Sweep Period has been fully leased pursuant to a replacement lease or replacement leases (which meet certain requirements in the loan documents), and in the lender’s judgment, sufficient funds have been accumulated in the special rollover reserve subaccount (during the continuance of the subject Lease Sweep Period) to pay for all anticipated major leasing expenses, free rent or rent abatement periods, and any shortfalls in loan payments or operating expenses as a result of any down time prior to the commencement of payments under such leases, (d) with respect to a Lease Sweep Period caused by a matter described in clause (iv) above, if the subject Major Tenant default has been cured(e) with respect to a Lease Sweep Period caused by a matter described in clause (v) above, if the applicable Major Tenant insolvency proceeding has terminated and the applicable Lease Sweep Lease has been affirmed, assumed or assigned in a manner reasonably satisfactory to the lender.

 

A “Lease Sweep Lease” means (i) the CBBC Lease, as the same may be amended, supplemented or otherwise modified from time to time in accordance with the loan documents or (ii) any replacement lease that either individually, or when taken together with any other lease with the same tenant or its affiliates, and assuming the exercise of all expansion rights and all preferential rights to lease additional space contained in such lease, covers 100,000 or more rentable SF or covers the entirety of an individual CBBC Industrial Portfolio Property.

 

A “Major Tenant” means any tenant under a Lease Sweep Lease.

 

Additional Secured Indebtedness (not including trade debts). Not permitted.

 

Mezzanine Loan and Preferred Equity. Not permitted.

 

Release of Property. The CBBC Industrial Portfolio Borrower is permitted to obtain the release of any individual CBBC Industrial Portfolio Property after the expiration of the related defeasance lockout period, except that a release of a Defaulted Individual Property (as defined below) as to which prepayment, not defeasance, is made may occur during the defeasance lockout period, provided that, among other conditions: (i) the sale of such CBBC Industrial Portfolio Property is pursuant to an arm’s-length agreement with an unaffiliated third party, except in the case of a Defaulted Individual Property or a sale related to a default by the sole tenant of the CBBC Industrial Portfolio Properties, which may be made to a CBBC Industrial Portfolio Borrower affiliate; (ii) the related CBBC Industrial Portfolio Borrower (a) defeases or (b) prepays, together with, if prior to the open period, a prepayment fee equal to the greater of 1.00% of the amount prepaid and a yield maintenance premium, the Release Amount (as defined below); (iii) after giving effect to such release, (a) the debt service coverage ratio for the remaining CBBC Industrial Portfolio Properties will not be less than the greater of (x) the debt service coverage ratio immediately preceding such release and (y) 1.367x; and (b) the loan-to-value ratio for the remaining CBBC Industrial Portfolio Properties will be no greater than the lesser of (x) the loan-to-value ratio for the CBBC Industrial Portfolio Properties immediately preceding the release and (y) 61.75%; (iv) after giving effect to such release, the loan-to-value ratio of the CBBC Industrial Portfolio Loan (with value to be determined by the lender in its reasonable discretion based on a commercially reasonable valuation method permitted to a REMIC trust and which will exclude the value of personal property or going concern value, if any) is not more than 125%, (v) the sole tenant’s lease is amended to remove the released CBBC Industrial Portfolio Property, and (vi) after giving effect to the release, the portion of the CBBC Industrial Portfolio Properties in which the tenant has gone dark does not represent more than 10% of the total rent of the CBBC Industrial Portfolio Properties. See “Description of the Mortgage Pool—Certain Terms of the Mortgage Loans—Releases; Partial Releases” in the Preliminary Prospectus.

 

The “Release Amount” is the greater of (i) 90% of the net sales proceeds with respect to such CBBC Industrial Portfolio Property and (ii) 110.0% of the allocated loan amount for such CBBC Industrial Portfolio Property.

 

A “Defaulted Individual Property” means a CBBC Industrial Portfolio Property as to which (i) an event of default is continuing relating solely to such individual CBBC Industrial Portfolio Property, (ii) the lender has delivered notice of such event of default or commenced exercising remedies, (iii) the CBBC Industrial Portfolio Borrower has demonstrated to the lender’s reasonable satisfaction that it has promptly and diligently pursued a cure of such event of default but has been unable to effect such cure, (iv) after giving effect to a partial prepayment or defeasance with respect to such CBBC Industrial Portfolio Property, no event of default or material default will be continuing and (v) the CBBC Industrial Portfolio Borrower will not be subject to any material contingent liabilities relating to such CBBC Industrial Portfolio Property after its release.

 

Substitution. The CBBC Industrial Portfolio Borrower is permitted obtain a one-time release of any one CBBC Industrial Portfolio Property (the “Release Property”) by providing a substitute property (the “Substitute Property”), provided that among other things, (i) no event of default is continuing, (ii) the lender is satisfied the Substitute Property is of like kind and quality as the Release Property, including with respect to age and location, (iii) the CBBC Industrial Portfolio Borrower will own the fee simple interest in the Substitute Property, (iv) the sale of the Release Property is (i) pursuant to an arm’s length agreement to a third party not affiliated with the CBBC Industrial Portfolio Borrower or the guarantor or (ii) to an affiliate of the CBBC Industrial Portfolio Borrower and/or guarantor (other than the CBBC Industrial Portfolio Borrower or any CBBC Industrial Portfolio Borrower SPC party) pursuant to terms and conditions that would be set forth in bona fide arm’s length third-party transaction, (v) the lender receives an appraisal showing a fair market value of the Substitute Property that is no less than the fair market value of the Release Property as of such date, (vi) the underwritten net cash flow of the Substitute Property is no less than that of the Release Property as of the origination date and immediately preceding substitution, whichever is greater, (vii) the loan-to-value ratio for the CBBC Industrial Properties, including the Substitute Property is no more than the lesser of (a) the loan-to-value ratio immediately preceding such substitution and (b) 61.75%, (viii) the debt service coverage ratio for the CBBC Industrial Properties, including the Substitute Property is no less than the greater of (a) the debt service coverage ratio immediately preceding such substitution and (b) 1.367x, (ix) after giving effect to the substitution, the loan-to-value ratio (with value to be determined by the lender in its reasonable discretion based on a commercially reasonable valuation method permitted to a REMIC trust and which excludes the value of personal property or going concern value, if any) is not more than 125%, (x) the sole tenant’s lease is amended to remove the Release Property and add the Substitute Property (with the same terms and conditions, including remaining term and expiration date, except for adjustment of rent in accordance with the following clause), (xi) rent under the lease at the Substitute Property is not materially greater than rent for comparable space in the market in which it is located, and (xii) receipt of rating agency confirmation, and other documents

 

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

 

 

Various

Collateral Asset Summary – Loan No. 5

CBBC Industrial Portfolio

Cut-off Date Balance:

Cut-off Date LTV Ratio:

UW NCF DSCR:

UW NOI Debt Yield:

$33,030,000

61.7%

1.77x

10.4%

 

reasonably acceptable to a prudent lender, are provided with respect to the substitution. As noted above under “Major Tenant”, the CBBC Lease provides that the tenant has the right to require the CBBC Industrial Portfolio Borrower to substitute up to one property under the CBBC Lease during the initial ten years of the lease term (which ends October 31, 2028), and up to two properties under the CBBC Lease during the subsequent ten years, provided that certain conditions are satisfied. If such conditions are satisfied, the CBBC Industrial Portfolio Borrower is required to sell the substituted-for the property to CBBC or a third party designated by it and purchase the property to be substituted from CBBC or a third party designated by it, and the CBBC Lease is deemed to be automatically amended to add the substitute property and terminate the substitute-for property. The conditions to substitution in the CBBC Lease require that any customary and commercially reasonable requirements of the CBBC Industrial Portfolio Borrower’s mortgagee are satisfied in all respects, but do not include all of the conditions in the CBBC Industrial Portfolio Whole Loan documents. See “Description of the Mortgage Pool—Certain Terms of the Mortgage Loans-Releases; Partial Releases” in the Preliminary Prospectus.

 

Terrorism Insurance. The CBBC Industrial Portfolio Borrower is required to obtain insurance against acts of terrorism for loss resulting from perils and acts of terrorism in amounts and with terms and conditions applicable to commercial property, general liability, business income and umbrella liability insurance required pursuant to the CBBC Industrial Portfolio Mortgage Loan documents.

 

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

 

435 Tasso Street 

Palo Alto, CA 94301

 

Collateral Asset Summary – Loan No. 6 

435 Tasso Street

 

Cut-off Date Balance: 

Cut-off Date LTV Ratio: 

UW NCF DSCR: 

UW NOI Debt Yield: 

$30,000,000 

44.2% 

2.57x 

11.9% 

 

(GRAPHIC) 

 

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

 

 

435 Tasso Street 

Palo Alto, CA 94301

 

Collateral Asset Summary – Loan No. 6 

435 Tasso Street

 

Cut-off Date Balance: 

Cut-off Date LTV Ratio: 

UW NCF DSCR: 

UW NOI Debt Yield: 

$30,000,000 

44.2% 

2.57x 

11.9% 

 

(MAP) 

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

 

 

435 Tasso Street 

Palo Alto, CA 94301

 

Collateral Asset Summary – Loan No. 6 

435 Tasso Street

 

Cut-off Date Balance: 

Cut-off Date LTV Ratio: 

UW NCF DSCR: 

UW NOI Debt Yield: 

$30,000,000 

44.2% 

2.57x 

11.9% 

  

Mortgage Loan Information   Property Information
Mortgage Loan Seller: UBS AG   Single Asset/Portfolio: Single Asset

Credit Assessment

(Fitch/KBRA/Moody’s): 

NR/NR/NR   Location: Palo Alto, CA 94301
  General Property Type: Office
Original Balance: $30,000,000   Detailed Property Type: CBD
Cut-off Date Balance: $30,000,000   Title Vesting: Fee Simple
% of Initial Pool Balance: 4.6%   Year Built/Renovated: 1984/N/A
Loan Purpose: Refinance   Size: 32,128 SF
Borrower Sponsor: N/A   Cut-off Date Balance per SF: $934
Mortgage Rate: 4.4025%   Maturity Date Balance per SF: $934
Note Date: 12/4/2018   Property Manager: Orchard Commercial, Inc.
First Payment Date: 1/6/2019      
Maturity Date: 12/6/2028      
Original Term to Maturity: 120 months      
Original Amortization Term: 0 months      
IO Period: 120 months      
Seasoning: 0 months   Underwriting and Financial Information
Prepayment Provisions: LO (24); DEF (89); O (7)   UW NOI(2): $3,567,076
Lockbox/Cash Mgmt Status: Springing/Springing   UW NOI Debt Yield: 11.9%
Additional Debt Type: N/A   UW NOI Debt Yield at Maturity: 11.9%
Additional Debt Balance: N/A   UW NCF DSCR: 2.57x
Future Debt Permitted (Type): No (N/A)   Most Recent NOI(2): $2,987,737 (9/30/2018 TTM)
Reserves(1)   2nd Most Recent NOI: $3,212,911 (12/31/2017)
Type Initial Monthly Cap   3rd Most Recent NOI: $1,897,841 (12/31/2016)
RE Tax: $0 Springing N/A   Most Recent Occupancy: 100.0% (9/13/2018)
Insurance: $0 Springing N/A   2nd Most Recent Occupancy: 98.8% (12/31/2017)
Replacements: $0 Springing N/A   3rd Most Recent Occupancy(3): 82.7% (12/31/2016)
TI/LC: $0 Springing N/A   Appraised Value (as of): $67,900,000 (11/9/2018)
Unfunded Obligations: $33,072 $0 N/A   Cut-off Date LTV Ratio: 44.2%
Rent Concession Funds: $415,487 $0 N/A   Maturity Date LTV Ratio: 44.2%
               

 

Sources and Uses
Sources Proceeds % of Total   Uses Proceeds % of Total
Loan Amount: $30,000,000 100.0%   Loan Payoff: $9,382,758 31.3%
        Reserves: $448,559 1.5%
        Closing Costs: $548,238 1.8%
        Return of Equity: $19,620,445 65.4%
Total Sources: $30,000,000 100.0%   Total Uses: $30,000,000 100.0%

 

 

(1)See “Escrows and Reserves” below for further discussion of reserve requirements.

(2)The increase in UW NOI from Most Recent NOI is primarily attributed to Danhua Capital’s expansion into an additional 2,896 SF of space at the 435 Tasso Street Property (as defined below) with a lease commencement date of January 15, 2019. Danhua Capital is the second largest tenant by net rentable area and annual underwritten base rent.

(3)Occupancy dropped in 2016, due to Magnet Systems vacating from its 10,289 SF space in October 2015. Additionally, the Chan Zuckerberg Initiative ("CZI") lease commenced in October 2016 and was originally scheduled to expire in October 2019. CZI vacated early and the borrower sponsor immediately filled its space with the current tenant, Science Exchange, with no downtime and no tenant allowances.

 

The Mortgage Loan. The sixth largest mortgage loan (the “435 Tasso Street Mortgage Loan”) is evidenced by a promissory note with an original principal balance of $30,000,000, which is secured by a first priority fee deed of trust encumbering a three-story Class A/B office building totaling 32,128 SF located in Palo Alto, California (the “435 Tasso Street Property”). The proceeds of the 435 Tasso Street Mortgage Loan were used to refinance existing debt on the 435 Tasso Street Property, fund reserves, pay closing costs and return approximately $19.6 million in equity to the borrower sponsor.

 

The Borrower and Borrower Sponsor. The borrower is Recore, LLC (the “435 Tasso Street Borrower”), a single purpose Delaware limited liability company structured to be bankruptcy remote with one independent director. The 435 Tasso Street Borrower is wholly-owned by Bantenova Unlimited, which is wholly owned by Bantenova Trust. Bantenova Trust is 100% owned and controlled by the widow and descendants of late Dr. Cha Chi Ming (“Cha Family”) and managed by their U.S. based investment arm, CM Capital Corporation (“CMC”), the borrower sponsor of the 435 Tasso Street Mortgage Loan.

 

CMC is a member of the Cha Group of companies, which is owned and operated by the Cha Family. The Cha Group was founded in 1949 as China Dyeing Works, a textile manufacturer, by Dr. Cha Chi Ming. Since its founding, the Cha Group has grown into a global conglomerate with diversified businesses in textiles, property development, technology, financial services, and healthcare. CMC was created by the Cha Group in 1969 to provide investment insight and opportunities to the Cha Family and the Cha Group of affiliated companies. CMC invests in real estate and, through its subsidiary C.M. Capital Advisors, alternative asset classes including venture capital, private equity and hedge funds.

 

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

 

 

435 Tasso Street 

Palo Alto, CA 94301

 

Collateral Asset Summary – Loan No. 6 

435 Tasso Street

 

Cut-off Date Balance: 

Cut-off Date LTV Ratio: 

UW NCF DSCR: 

UW NOI Debt Yield: 

$30,000,000 

44.2% 

2.57x 

11.9% 

 

The Property. The 435 Tasso Street Property is comprised of a three-story Class A/B office building totaling 32,128 SF in the central business district of Palo Alto, California. The 435 Tasso Street Property was constructed in 1984 and is situated on an approximately 0.32-acre site. In addition, the 435 Tasso Street Property has a subterranean parking garage with 28 parking spaces resulting in a parking ratio of 0.9 spaces per 1,000 SF. According to the appraisal, the 435 Tasso Street Property was awarded an Energy Star designation for its operating efficiency in 2007. Since 2010, the borrower sponsor has spent approximately $1.1 million in capital improvements and approximately $1.4 million in tenant improvements on the 435 Tasso Street Property.

 

The 435 Tasso Street Property was 100.0% leased as of September 13, 2018 to eight tenants under nine leases, with approximately 12.9% of NRA and 12.6% of underwritten base rent leased to an investment grade tenant, Takeda Ventures, Inc. (Moody’s/S&P: A2/A-). Historically, the 435 Tasso Street Property has averaged 93.1% occupancy over the past 10 years and has averaged 92.7% occupancy over the past 20 years. The top three tenants at the 435 Tasso Street Property are Science Exchange (32.0% of NRA), Danhua Capital (17.1% of NRA) and Vulcan, Inc. (13.8% of NRA). No other tenant at the 435 Tasso Street Property represents more than 12.9% of NRA or 12.6% of underwritten base rent. New or renewed leases were executed with six tenants totaling 28,970 SF of office space (90.2% of NRA; 90.0% of underwritten base rent) in 2017 and 2018 at a weighted average rent of $117.09 PSF NNN.

 

Major Tenants.

 

Science Exchange (10,289 SF, 32.0% of NRA, 31.9% of underwritten base rent). Founded in 2011, Science Exchange is an online marketplace of research services, enabling scientists to outsource their research and development (“R&D”) to scientific institutions such as university facilities or commercial contract research organizations. In addition, Science Exchange maintains enterprise-level agreements with R&D-focused organizations to provide a private marketplace of research services to streamline procurement processes, investments and contracts for outsourced services. Science Exchange's enterprise clients including major drug and biotechnology companies, such as Merck, Amgen, Gilead Sciences, and Genentech. Science Exchange has additional offices in San Francisco, Boston, New Zealand, and Europe, but utilizes its space at the 435 Tasso Street Property as its company headquarters. Science Exchange currently occupies 10,289 SF with a lease that commenced in November 2018 and expires in October 2022 and requires a base rent of $111.00 PSF NNN with annual increases for the remainder of the term. Science Exchange has one, three-year renewal option remaining and no termination options.

 

Danhua Capital (5,499 SF, 17.1% of NRA, 17.5% of underwritten base rent). Danhua Capital is a venture capital firm specializing in seed, early, and growth stage investments. Danhua Capital invests in information industry, big databases, cloud computing, new materials, new energy, mobile internet, artificial intelligence, robotics and wearable devices industry. Danhua Capital was founded in 2013 and is headquartered at the 435 Tasso Street Property. Danhua Capital occupies two suites at the 435 Tasso Street Property for a total of 5,499 SF. Danhua Capital initially signed a lease in January 2015 for 2,603 SF (“Suite 305”) expiring in February 2022 and recently expanded into an additional 2,896 SF (“Suite 315”) commencing in January 2019 and expiring in December 2019. Danhua Capital’s leases have a current average underwritten base rent of $120.00 PSF, which increases to $123.60 PSF in 2020 and $127.31 PSF in 2021 for Suite 305. Danhua Capital has no renewal options or termination options.

 

Vulcan, Inc. (4,449 SF, 13.8% of NRA, 13.1% of underwritten base rent). Vulcan, Inc. is a privately held company and is the engine behind philanthropist and Microsoft cofounder Paul G. Allen's network of organizations and initiatives. Vulcan, Inc. oversees and manages a broad compilation of projects, investments and companies all over the world. In addition, Vulcan, Inc. is an umbrella company under which a host of Allen family entities fall under, including Vulcan Real Estate, the Allen Institute for Brain Science, the Flying Heritage Collection and the Seattle Seahawks. Vulcan, Inc. initially leased its 4,449 SF space from April 2013 through September 2018. Vulcan, Inc. recently executed an amendment extending its term through November 2023. Vulcan, Inc. currently pays base rent of $108.00 PSF, which increases to $111.24 PSF in October 2019, $114.60 PSF in October 2020, $118.08 PSF in October 2021, $121.68 PSF in October 2022, and $125.28 PSF in October 2023. Vulcan, Inc. has no renewal options or termination options.

 

The following table presents certain information relating to the leases at the 435 Tasso Street Property:

 

Tenant Summary
Tenant Name Credit Rating (Fitch/Moody's/S&P)(1) Tenant
SF
Approximate
% of SF
Annual UW Base Rent % of Total
Annual

UW Base Rent
Annual UW
Base Rent
PSF
Lease Expiration
Science Exchange NR/NR/NR 10,289 32.0% $1,203,813 31.9% $117.00 10/31/2022
Danhua Capital NR/NR/NR 5,499 17.1% $659,880 17.5% $120.00 Various(2)
Vulcan, Inc. NR/NR/NR 4,449 13.8% $494,907 13.1% $111.24 11/30/2023
Takeda Ventures, Inc. NR/A2/A- 4,134 12.9% $473,674 12.6% $114.58 1/31/2021
Qlik Technologies NR/NR/NR 3,644 11.3% $443,839 11.8% $121.80 10/31/2023
Boies, Schiller & Flexner LLP NR/NR/NR 1,641 5.1% $198,102 5.3% $120.72 6/30/2020
CSC Group NR/NR/NR 1,517 4.7% $179,028 4.7% $118.01 12/20/2020
Oxford Finance, LLC NR/NR/NR 955 3.0% $115,861 3.1% $121.32 4/30/2023
Vacant   0 0.0% $0 0.0% $0.00  
Total/Wtd. Avg.   32,128 100.0% $3,769,103 100.0% $117.32  

 

 

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

(2)Danhua Capital occupies two suites at the 435 Tasso Street Property for a total of 5,499 SF. The lease for Suite 305 (2,603 SF) expires February 28, 2022 and the lease for Suite 315 (2,896 SF) expires December 31, 2019.

 

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

 

 

435 Tasso Street 

Palo Alto, CA 94301

 

Collateral Asset Summary – Loan No. 6 

435 Tasso Street

 

Cut-off Date Balance: 

Cut-off Date LTV Ratio: 

UW NCF DSCR: 

UW NOI Debt Yield: 

$30,000,000 

44.2% 

2.57x 

11.9% 

 

The following table presents certain information relating to the lease rollover schedule at the 435 Tasso Street Property:

 

Lease Rollover Schedule(1)(2)
Year # of
Leases Rolling
SF Rolling Approx. % of
Total SF
Rolling
Approx. Cumulative % of SF Rolling UW Base Rent
PSF Rolling
Total UW Base Rent Rolling Approx. % of Total Base
Rent Rolling
Approx. Cumulative %
of Total Base Rent Rolling
MTM 0 0 0.0% 0.0% $0.00 $0 0.0% 0.0%
2018 0 0 0.0% 0.0% $0.00 $0 0.0% 0.0%
2019 1 2,896 9.0% 9.0% $120.00 $347,520 9.2% 9.2%
2020 2 3,158 9.8% 18.8% $119.42 $377,130 10.0% 19.2%
2021 1 4,134 12.9% 31.7% $114.58 $473,674 12.6% 31.8%
2022 2 12,892 40.1% 71.8% $117.61 $1,516,173 40.2% 72.0%
2023 3 9,048 28.2% 100.0% $116.56 $1,054,607 28.0% 100.0%
2024 0 0 0.0% 100.0% $0.00 $0 0.0% 100.0%
2025 0 0 0.0% 100.0% $0.00 $0 0.0% 100.0%
2026 0 0 0.0% 100.0% $0.00 $0 0.0% 100.0%
2027 0 0 0.0% 100.0% $0.00 $0 0.0% 100.0%
2028 0 0 0.0% 100.0% $0.00 $0 0.0% 100.0%
2029 & Beyond 0 0 0.0% 100.0% $0.00 $0 0.0% 100.0%
Vacant 0 0 0.0% 100.0% $0.00 $0 0.0% 100.0%
Total/Wtd. Avg. 9 32,128 100.0%   $117.32 $3,769,103 100.0%  

 

 

(1)Information is based on the underwritten rent roll.

(2)Certain tenants may have lease termination options that are exercisable prior to the originally stated expiration date of the subject lease and that are not considered in the lease rollover schedule.

 

The Market. The 435 Tasso Street Property is located along University Avenue in the central business district of Palo Alto, Santa Clara County, California. The 435 Tasso Street Property is approximately 20.0 miles north of downtown San Jose and approximately 32.0 miles south of San Francisco. The neighborhood surrounding the 435 Tasso Street Property consists primarily of a mixture of retail and office development. According to the appraisal, the city of Palo Alto is one of the most sought-after areas in the bay area. Downtown Palo Alto includes numerous restaurants, boutiques, professional office buildings, cafes, bars, and banks in its pedestrian-friendly shopping district. The area has easy access to Caltrain, with the closest Caltrain Station located approximately 0.5 miles from the 435 Tasso Street Property near Alma Street and University Avenue.

 

Palo Alto is one of the nation’s top performing and highest barrier to entry markets. According to the appraisal, Palo Alto’s development provisions are some of the most restrictive in the San Francisco Bay Area in terms of site area, setbacks, FAR, and parking. When combined with the lack of available land, Palo Alto represents one of the most challenging markets in which to build, and, therefore, is one of a few markets in the San Francisco Bay Area where new supply is of little concern. In addition to the natural and political barriers of the past, Palo Alto city officials recently announced they are poised to make a 2015 cap on new office developments in the immediate area permanent. The cap limits annual office deliveries to 50,000 SF per year.

 

Palo Alto is home to Nobel Prize winners, Silicon Valley CEOs, the world’s largest concentration of venture capital firms, Hewlett-Packard and one of the most renowned universities and medical centers in the world, Stanford University. Stanford University is located approximately 0.7 miles southwest of the 435 Tasso Street Property, which includes the world-renowned Stanford Hospital, and is one of the biggest visitor attractions in the area. Stanford University is one of the world’s leading research universities, with an endowment of $24.8 billion as of August 2017. The campus has nearly 700 major buildings, a faculty of 2,219, and a Fall 2017-2018 enrollment of 7,056 undergraduates and 7,965 graduate students.

 

Although University Avenue has an abundance of shopping, the single largest retail use in the neighborhood is the Stanford Shopping Mall located at the intersection of El Camino Real and Sand Hill Road. The super-regional mall was constructed in 1956, was renovated and expanded in 2001, and contains approximately 1.4 million SF. Anchor tenants include Macy’s, Bloomingdales, Neiman Marcus, Nordstrom and Macy’s. Other prominent tenants include Louis Vuitton, Tiffany & Co., Burberry, MaxMara, and Hermes, along with dining options such as Fleming’s Prime Steakhouse & Wine Bar, P.F. Chang’s China Bistro, True Foods Kitchen and The Melt. Additional national retailers within close proximity of the 435 Tasso Street Property include Whole Foods Market, Staples, Trader Joe’s, Safeway, Goodwill, Starbucks, CVS, Walgreens. Ravenswood Shopping Center, 2.1 miles northeast of the 435 Tasso Street Property, is anchored by The Home Depot, Target, and Nordstrom Rack.

 

According to a third party market research report, the 435 Tasso Street Property is located in the South Bay/San Jose office market and the Palo Alto office submarket. The South Bay/San Jose office market contains approximately 128.7 million SF of office space with a vacancy rate of 9.2% and average asking rental rate of $42.59 PSF as of the third quarter of 2018. The South Bay/San Jose office market experienced positive year to date net absorption of 737,562 SF at the end of the third quarter of 2018. The Palo Alto submarket contains approximately 3.4 million SF of office space with a vacancy rate of 2.4% and an average asking rental rate of $99.15 PSF as of the third quarter of 2018. The Palo Alto office submarket experienced positive year to date net absorption of 21,308 SF at the end of the third quarter of 2018. According to a third party market research report, the estimated 2018 population within a one-, three- and five-mile radius of the 435 Tasso Street Property was 20,923, 150,278 and 275,021, respectively, and the 2018 estimated average household income within the same one-, three- and five-mile radius was $224,663, $196,830 and $182,026, respectively.

 

The appraisal identified eight competitive properties built between 1910 and 2016 ranging in size from approximately 6,818 SF to 97,000 SF. The appraisal’s competitive set reported rent from $95.40 PSF to $132.00 PSF, with an average rent of $119.42 PSF. The appraisal concluded a market rent of $120.00 PSF for office space.

 

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

 

  

435 Tasso Street 

Palo Alto, CA 94301

 

Collateral Asset Summary – Loan No. 6 

435 Tasso Street

 

Cut-off Date Balance: 

Cut-off Date LTV Ratio: 

UW NCF DSCR: 

UW NOI Debt Yield: 

$30,000,000 

44.2% 

2.57x 

11.9% 

 

The following table presents recent leasing data at competitive office buildings with respect to the 435 Tasso Street Property:

 

Comparable Office Leases
Property Name/Address

Year Built/ 

Renovated 

Size (SF) Tenant Name Lease Size (SF) Lease Date Lease Term (Yrs.) Rent/SF Lease Type
435 Tasso Street Property
435 Tasso Street
Palo Alto, CA
1984/N/A 32,128(1) Science Exchange(1) 10,289(1) Nov 2018(1) 4.0(1) $111.00 NNN
437 Lytton Avenue
437 Lytton Avenue
Palo Alto, CA
1970/NAV 6,818 Avid Bank 2,986 Jan 2018 10.0 $111.00 NNN
Mixed-Use Retail/Office Building
180 University Avenue
Palo Alto, CA
1910/NAV 36,920 Ascendis Pharma, Inc. 12,209 April 2018 4.1 $114.84 NNN
Multi Tenant Office
550 High Street
Palo Alto, CA
2016/NAV 22,586

Foundation Capital 

Rothschild & Co.

 

7,444

 

8,024

 

May 2018

 

Dec 2017

 

10.6

 

12.0

 

$132.00

 

$127.80

 

NNN

 

NNN

 

An Office Building
537 Hamilton Avenue
Palo Alto, CA
2014/NAV 17,150 next47 9,395 May 2017 5.0 $114.00 NNN
245 Lytton Avenue
245 Lytton Avenue
Palo Alto, CA
1996/NAV 58,952

Sageview Capital, LLC

 

Consulate General of Canada

 

4,990

 

3,071

 

Nov 2017

 

Feb 2017

 

7.5

 

5.0

 

$120.00

 

$126.00

 

NNN

 

NNN

 

Office/Retail Building
310 University Avenue
Palo Alto, CA
2009/NAV 36,466 JP Morgan 9,975 Feb 2018 5.0 $129.00 NNN
Multi-Tenant Office Building
524 Hamilton Avenue
Palo Alto, CA
2012/NAV 11,300 Bain Financial Services 2,963 April 2018 4.0 $132.00 NNN
Office Property
400 Hamilton Avenue
Palo Alto, CA
1984/NAV 97,000

Hercules Technology Growth Capital 

East West Bank 

Altamont Capital 

8,325

 

9,320

 

5,084

 

Oct 2018

 

May 2018

 

Feb 2018

 

5.0

 

1.9

 

5.0

 

$111.00

 

$95.40

 

$120.00

 

NNN

 

NNN

 

NNN

 

 

 

Source: Appraisal

(1)Based on the underwritten rent roll.

 

Operating History and Underwritten Net Cash Flow. The following table presents certain information relating to the historical operating performance and the Underwritten Net Cash Flow at the 435 Tasso Street Property:

 

Cash Flow Analysis
  2015(1) 2016(1) 2017(1) 9/30/2018 TTM UW UW PSF
Gross Potential Rent(2)(3) $2,321,923 $1,990,537 $3,161,311 $2,987,252 $3,776,213 $117.54
Total Recoveries $511,531 $468,665 $633,431 $583,148 $832,750 $25.92
Other Income $296 $5,966 $10,347 $21,311 $21,311 $0.66
Less Vacancy & Credit Loss

$0

$0

$0

$0

($230,448)

($7.17)

Effective Gross Income $2,833,750 $2,465,168 $3,805,089 $3,591,711 $4,399,826 $136.95
Total Operating Expenses

$560,359

$567,327

$592,178

$603,974

$832,750

$25.92

Net Operating Income $2,273,391 $1,897,841 $3,212,911 $2,987,737 $3,567,076 $111.03
Capital Expenditures $0 $0 $0 $0 $5,783 $0.18
TI/LC

$0

$0

$0

$0

$123,396

$3.84

Net Cash Flow $2,273,391 $1,897,841 $3,212,911 $2,987,737 $3,437,898 $107.01
             
Occupancy %(4) 92.0% 82.7% 98.8% 100.0% 95.0%  
NOI DSCR 1.70x 1.42x 2.40x 2.23x 2.66x  
NCF DSCR 1.70x 1.42x 2.40x 2.23x 2.57x  
NOI Debt Yield 7.6% 6.3% 10.7% 10.0% 11.9%  
NCF Debt Yield 7.6% 6.3% 10.7% 10.0% 11.5%

 

 

(1)The decrease in Gross Potential Rent and Occupancy % in 2016 is attributable to Magnet Systems vacating from its 10,289 SF space in October 2015. The CZI lease commenced in October 2016 and was originally scheduled to expire in October 2019. CZI vacated early and the borrower sponsor immediately filled its space with the current tenant, Science Exchange, with no downtime and no tenant allowances.

(2)UW Gross Potential Rent includes (i) contractual rent steps through December 2019 totaling $179,899 and (ii) straight line rent for investment grade tenant, Takeda Ventures, Inc., totaling $7,110.

(3)The increase in UW Gross Potential Rent from 9/30/2018 TTM Gross Potential Rent is primarily attributed to Danhua Capital’s expansion into an additional 2,896 SF of space at the 435 Tasso Street Property (as defined below) with a lease commencement date of January 15, 2019. Danhua Capital is the second largest tenant by net rentable area and annual underwritten base rent.

(4)UW Occupancy % is based on underwritten economic vacancy of 5.0%. The 435 Tasso Street Property was 100.0% physically occupied as of September 13, 2018.

 

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

 

 

435 Tasso Street 

Palo Alto, CA 94301

 

Collateral Asset Summary – Loan No. 6 

435 Tasso Street

 

Cut-off Date Balance: 

Cut-off Date LTV Ratio: 

UW NCF DSCR: 

UW NOI Debt Yield: 

$30,000,000 

44.2% 

2.57x 

11.9% 

 

Escrows and Reserves. The 435 Tasso Street Borrower deposited in escrow at origination (i) $33,072 for outstanding tenant improvements with respect to the Takeda Ventures, Inc. lease and (ii) approximately $415,487 for prepaid rent with respect to the CSC Group lease ($363,427) and free rent with respect to the Danhua Capital lease ($52,060). During the continuation of a Cash Management Trigger Event (as defined below), the 435 Tasso Street Borrower is required to escrow monthly (i) 1/12 of the annual real estate taxes, (ii) 1/12 of the annual insurance premiums, (iii) approximately $482 for replacement reserves and (iv) approximately $2,677 for tenant improvements and leasing commissions.

 

Lockbox and Cash Management. The 435 Tasso Street Mortgage Loan is structured with a springing hard lockbox and springing cash management upon the occurrence and continuance of a Cash Management Trigger Event. Additionally, during the continuance of a Cash Management Trigger Event, all excess cash flow is required to be swept into a lender controlled excess cash flow account.

 

A “Cash Management Trigger Event” will commence upon (i) the occurrence of an event of default under the 435 Tasso Street Mortgage Loan documents and continue until such event of default is cured or waived, (ii) the occurrence of any bankruptcy action of the 435 Tasso Street Borrower, the guarantor, the affiliated property manager or the property manager that is not an affiliated property manager and will continue until any such bankruptcy action is dismissed within 60 days of such filing, or in the case of the property manager, such property manager is replaced with a qualified manager under a replacement agreement or the bankruptcy action is dismissed within 120 days of such filing, (iii) the date the debt service coverage ratio for the immediately preceding 12-month period is less than 1.25x and continue until such time as the debt service coverage ratio for the immediately preceding 12-month period is at least 1.30x for two consecutive calendar quarters, or (iv) an indictment for fraud or misappropriation of funds by the 435 Tasso Street Borrower, guarantor or affiliated property manager or a director or an officer of the 435 Tasso Street Borrower, guarantor or affiliated property manager and continue until (a) the dismissal of the applicable indictment, (b) the acquittal of each applicable person with respect to the related charge(s) or (c) the manager is replaced with a qualified manager under a replacement agreement.

 

Additional Secured Indebtedness (not including trade debts). Not permitted.

 

Mezzanine Loan and Preferred Equity. Not permitted.

 

Release of Property. Not permitted.

 

Terrorism Insurance. The 435 Tasso Street Borrower is required to obtain and maintain property insurance, commercial general liability insurance, and business income insurance that covers perils of terrorism and acts of terrorism, both foreign and domestic.

 

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

 

 

100 Pier 1 Place

Fort Worth, TX 76102

Collateral Asset Summary – Loan No. 7

Pier 1 Imports Headquarters

Cut-off Date Balance:

Cut-off Date LTV Ratio:

UW NCF DSCR:

UW NOI Debt Yield:

$27,000,000

64.0%

1.38x

9.6%

 

(GRAPHIC)

 

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

 

 

100 Pier 1 Place

Fort Worth, TX 76102

Collateral Asset Summary – Loan No. 7

Pier 1 Imports Headquarters

Cut-off Date Balance:

Cut-off Date LTV Ratio:

UW NCF DSCR:

UW NOI Debt Yield:

$27,000,000

64.0%

1.38x

9.6%

 

(MAP)

 

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

 

 

100 Pier 1 Place

Fort Worth, TX 76102

Collateral Asset Summary – Loan No. 7

Pier 1 Imports Headquarters

Cut-off Date Balance:

Cut-off Date LTV Ratio:

UW NCF DSCR:

UW NOI Debt Yield:

$27,000,000

64.0%

1.38x

9.6%

 

(MAP)

 

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

 

 

100 Pier 1 Place

Fort Worth, TX 76102

Collateral Asset Summary – Loan No. 7

Pier 1 Imports Headquarters

Cut-off Date Balance:

Cut-off Date LTV Ratio:

UW NCF DSCR:

UW NOI Debt Yield:

$27,000,000

64.0%

1.38x

9.6%

 

Mortgage Loan Information   Property Information
Mortgage Loan Seller: Natixis   Single Asset/Portfolio: Single Asset

Credit Assessment

(Fitch/KBRA/Moody’s):

NR/NR/NR   Location: Fort Worth, TX 76102
  General Property Type: Office
Original Balance(1): $27,000,000   Detailed Property Type: CBD
Cut-off Date Balance(1): $27,000,000   Title Vesting: Fee Simple
% of Initial Pool Balance: 4.2%   Year Built/Renovated: 2004/N/A
Loan Purpose: Acquisition   Size: 409,977 SF
Borrower Sponsors: Sarah Rachel Gordon; Isaac Hertz;
William Z. Hertz
  Cut-off Date Balance per SF(1): $134
    Maturity Date Balance per SF(1): $123
Mortgage Rate: 4.8620%   Property Manager: Hertz Investment Group, LLC (borrower-related)
Note Date: 8/15/2018    
First Payment Date: 10/5/2018      
Maturity Date: 9/5/2028      
Original Term to Maturity: 120 months      
Original Amortization Term: 360 months      
IO Period: 60 months   Underwriting and Financial Information
Seasoning: 3 months   UW NOI(4): $5,280,014
Prepayment Provisions(2): LO (27); DEF/YM1 (89); O (4)   UW NOI Debt Yield(1): 9.6%
Lockbox/Cash Mgmt Status: Hard/In Place   UW NOI Debt Yield at Maturity(1): 10.4%
Additional Debt Type(1): Pari Passu   UW NCF DSCR(1): 1.77x (IO) 1.38x (P&I)
Additional Debt Balance(1): $28,000,000   Most Recent NOI(4): $6,473,163 (6/30/2018 TTM)
Future Debt Permitted (Type): No (N/A)   2nd Most Recent NOI: $6,405,035 (12/31/2017)
Reserves(3)   3rd Most Recent NOI: $5,889,698 (12/31/2016)
Type Initial Monthly Cap   Most Recent Occupancy(5): 99.3% (6/30/2018)
RE Tax: $1,597,614 $199,702 N/A   2nd Most Recent Occupancy: 99.3% (12/31/2017)
Insurance: $14,653 Springing N/A   3rd Most Recent Occupancy: 100.0% (12/31/2016)
Replacements: $0 $5,125 N/A   Appraised Value (as of): $86,000,000 (6/22/2018)
TI/LC: $5,000,000 Springing N/A   Cut-off Date LTV Ratio(1): 64.0%
Free Rent Reserve: $0 Springing N/A   Maturity Date LTV Ratio(1): 58.9%
                 
Sources and Uses
Sources Proceeds % of Total   Uses Proceeds % of Total
Loan Amount(1): $55,000,000 57.7%   Purchase Price: $86,000,000 90.2%
Borrower Equity: $40,345,512 42.3%   Reserves: $6,612,267 6.9%
        Closing Costs: $2,733,245 2.9%
Total Sources: $95,345,512 100.0%   Total Uses: $95,345,512 100.0%

 

 

(1)The Pier 1 Imports Headquarters Mortgage Loan (as defined below) is part of the Pier 1 Imports Headquarters Whole Loan (as defined below), which is comprised of six pari passu promissory notes with an aggregate original principal balance of $55,000,000. The Cut-off Date Balance per SF, Maturity Date Balance per SF, UW NOI Debt Yield, UW NOI Debt Yield at Maturity, UW NCF DSCR, Cut-off Date LTV Ratio and Maturity Date LTV Ratio presented above are based on the aggregate principal balance of the promissory notes comprising the Pier 1 Imports Headquarters Whole Loan.

(2)After the lockout period, defeasance is permitted in whole, or in part, on or after the date that is the earlier to occur of (i) two years after the closing date of UBS 2018-C15 and (ii) August 15, 2022. Open prepayment is permitted on or after June 5, 2028. In addition, after the lockout period and prior to the open prepayment date, the Pier 1 Imports Headquarters Whole Loan can be prepaid in whole, or in part, with yield maintenance.

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

(4)The decrease in UW NOI over Most Recent NOI is attributed to the 40,895 SF of dark space being underwritten as vacant.

(5)The Pier 1 Imports Headquarters Property (as defined below) is 99.3% SF leased to Pier 1 Services Company (“Pier 1 Imports”). As of June 30, 2018, Pier 1 Imports (i) occupies 313,772 SF, (ii) subleases 53,370 SF of space to four tenants and (iii) has dark space of 40,895 SF, but is current on rent. The 53,370 SF of subleased space was underwritten to the lesser of sublease rent and rent under the Pier 1 Imports lease of $27.60 PSF, for a weighted average underwritten sublease rent of $23.80 PSF.

 

The Mortgage Loan. The seventh largest mortgage loan (the “Pier 1 Imports Headquarters Mortgage Loan”) is part of a whole loan (the “Pier 1 Imports Headquarters Whole Loan”) evidenced by six pari passu promissory notes with an aggregate original principal balance of $55,000,000. The Pier 1 Imports Headquarters Whole Loan is secured by a first priority fee mortgage encumbering a 19-story Class A+ office building totaling 409,977 SF located in Fort Worth, Texas (the “Pier 1 Imports Headquarters Property”). Promissory Notes A-2, A-4, A-5, and A-6, with an aggregate original principal balance of $27,000,000, represent the Pier 1 Imports Headquarters Mortgage Loan and will be included in the UBS 2018-C15 Trust. The Pier 1 Imports Headquarters Whole Loan is being serviced pursuant to the pooling and servicing agreement for the UBS 2018-C13 Trust. See “Description of the Mortgage Pool—The Whole Loans—The Non-Serviced Pari Passu Whole Loans”, and “Pooling and Servicing Agreement” in the Preliminary Prospectus.

 

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

 

 

100 Pier 1 Place

Fort Worth, TX 76102

Collateral Asset Summary – Loan No. 7

Pier 1 Imports Headquarters

Cut-off Date Balance:

Cut-off Date LTV Ratio:

UW NCF DSCR:

UW NOI Debt Yield:

$27,000,000

64.0%

1.38x

9.6%

 

Pier 1 Imports Headquarters Whole Loan Summary
 Note Original Balance Cut-off Date Balance Anticipated Note Holder Controlling Piece
Note A-1 $20,000,000 $20,000,000 UBS 2018-C13 Yes
Note A-2 $12,000,000 $12,000,000 UBS 2018-C15 No
Note A-3 $8,000,000 $8,000,000 UBS 2018-C13 No
Note A-4 $5,000,000 $5,000,000 UBS 2018-C15 No
Note A-5 $5,000,000 $5,000,000 UBS 2018-C15 No
Note A-6 $5,000,000 $5,000,000 UBS 2018-C15 No
Total $55,000,000 $55,000,000    

 

The proceeds of the Pier 1 Imports Headquarters Whole Loan and borrower sponsors’ contribution of $40,345,512 were used to acquire the Pier 1 Imports Headquarters Property for $86.0 million, fund reserves, and pay closing costs.

 

The Borrower and the Borrower Sponsors. The borrower is Hertz Fort Worth Energy Way, LP (the “Pier 1 Imports Headquarters Borrower”), a single purpose Delaware limited partnership with two independent directors. A non-consolidation opinion was delivered in connection with the origination of the Pier 1 Imports Headquarters Whole Loan. Sarah Rachel Gordon, Isaac Hertz and William Z. Hertz are the borrower sponsors and the guarantors of certain non-recourse carveouts under the Pier 1 Imports Headquarters Whole Loan. The borrower sponsors are heirs of Judah Hertz, the founder of Hertz Investment Group (“Hertz”).

 

Founded in 1977 by Judah Hertz, Hertz is a fully integrated national real estate investment firm specializing in the acquisition, management and marketing of properties throughout the United States. Its investment model is to acquire best-in-class high-rise office buildings in the central business district of mid-sized cities throughout the U.S. Currently, Hertz owns 65 buildings consisting of a total of approximately 20.0 million SF across 23 cities in 17 states, along with six parking facilities containing a total of 5,518 spaces.

 

The Property. The Pier 1 Imports Headquarters Property is comprised of a 19-story Class A+ office building totaling 409,977 SF situated on approximately 11.9 acres in Fort Worth, Texas, within the central business district. The Pier 1 Imports Headquarters Property was built-to-suit as the corporate headquarters of Pier 1 Imports, Inc. (NYSE: PIR) (S&P: B-) in 2004 for approximately $98.0 million. The Pier 1 Imports Headquarters Property underwent capital improvements of approximately $3.3 million, including upgrades to the parking garage and management office space, that were completed between 2014 and 2017. Parking is provided by a four-level subterranean parking garage and surface parking totaling 1,098 parking spaces, resulting in a parking ratio of 2.7 spaces per 1,000 SF. Amenities at the Pier 1 Imports Headquarters Property include a fully-equipped fitness center with lockers and showers, a yoga studio, multi-media conference and training rooms, 24-hour security, and a full-service corporate cafeteria. The Pier 1 Imports Headquarters Property includes floor-to-ceiling glass with 16-foot ceiling heights, a two-story lobby finished with marble floors, and provides unobstructed, panoramic views of downtown Fort Worth, the Trinity River, the West 7th District and the Fort Worth Cultural District.

 

The Pier 1 Imports Headquarters Property was 99.3% leased as of June 30, 2018 to Pier 1 Imports, whose lease is guaranteed by Pier 1 Imports, Inc. Pier 1 Imports currently (i) occupies a portion of the lobby, the entire mezzanine floor, and floors five through 16, (ii) subleases portions of the 18th and 20th floors and the entire 19th floor, and (iii) is dark in the entire 17th floor and portions of the 18th and 20th floors. The borrower sponsors expect to re-negotiate the Pier 1 Imports lease to decrease the tenant’s footprint at the Pier 1 Imports Headquarters Property and subsequently release this space to create a multi-tenant Class A+ office building. At loan origination, $5.0 million was reserved into a tenant improvements and leasing commissions reserve to release the space, in addition to monthly tenant improvements and leasing commissions collections upon the reserve balance falling below $1.0 million.

 

Major Tenant.

 

Pier 1 Imports (408,037 SF, 99.3% of NRA, 100.0% of underwritten base rent). Pier 1 is a global retailer of imported home furnishings, décor, furniture, accessories and gifts. Established in 1962, Pier 1 operates more than 1,000 stores across the United States and Canada, and supplies merchandise to be sold in select Sears department stores in Mexico and El Salvador. According to its 2018 annual report, Pier 1 is focused on offering customers a hyper-personalized experience across its brick-and-mortar stores and e-commerce channels, delivering curated, personalized product recommendations to its customers via web, mobile and email. In the fiscal year ending March 3, 2018, Pier 1 had net sales of $1.8 billion, approximately 65% of which is derived from the sale of decor accessories such as textiles and ceramics, and approximately 35% of which is derived from the sale of furniture, and EBITDA of $82.7 million. As of March 3, 2018, Pier 1 had total assets and cash equivalents of $772.3 million and $135.4 million, respectively. In April 2018, Pier 1 introduced its “A New Day” initiative, a three-year plan to re-launch the Pier 1 brand and generate benefits from sourcing and supply chain transformation, and according to Pier 1, the initiative is projected to lead to an increase net sales revenue, EBITDA margin, and earnings per share. Pier 1 plans to invest $33 million in marketing, sourcing, pricing, promotions and supply chain.

 

Since lease commencement, Pier 1 Imports has expanded its footprint at the Pier 1 Imports Headquarters Property four times and extended its lease for a current lease expiration of June 30, 2027 with one, five-year renewal option and no termination options. Pier 1 Imports pays UW base rent of $27.60 PSF, which steps to $30.00 PSF in July 2022 and $32.50 PSF in July 2024. Pier 1 Imports subleases (i) 22,414 SF on the 19th floor to Burns & McDonnell Engineering Company, Inc. under a sublease that expires in August 2022 for $25.00 PSF, (ii) 10,773 SF on the 20th floor to CQuentia NGS, LLC under a sublease that expires in June 2027 for $20.00 PSF, (iii) 10,183 SF on the 20th floor to Cotten Schmidt & Abbott, L.L.P. under a sublease that expires in December 2023 for $24.00 PSF, and (iv) 10,000 SF on the 18th floor to Ulrich Barn Builders under a sublease that expires in June 2027 for $25.00 PSF. Under its sublease, Ulrich Barn Builders is required to expand to 16,000 SF in August 2019 and the entire 18th floor totaling 22,930 SF in August 2020. The subleased space was underwritten to the lesser of sublease rent and rent under the Pier 1 Imports lease of $27.60 PSF, for a weighted average underwritten sublease rent of $23.80 PSF.

 

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

 

 

100 Pier 1 Place

Fort Worth, TX 76102

Collateral Asset Summary – Loan No. 7

Pier 1 Imports Headquarters

Cut-off Date Balance:

Cut-off Date LTV Ratio:

UW NCF DSCR:

UW NOI Debt Yield:

$27,000,000

64.0%

1.38x

9.6%

 

The following table presents certain information relating to the leases at the Pier 1 Imports Headquarters Property:

 

Tenant Summary
Tenant Name Credit Rating (Fitch/Moody's/S&P)(1) Tenant SF Approximate
% of SF
Annual UW Base Rent % of Total
Annual

UW Base Rent
Annual UW
Base Rent
PSF(2)
Lease Expiration
Pier 1 Imports(3)(4) NR/NR/B- 407,107 99.3% $11,059,011 100.0% $27.10 6/30/2027
Subtotal/Wtd. Avg.   407,107 99.3% $11,059,011 100.0% $27.10  
Vacant(5)   2,870 0.7% $0 0.0% $0.00  
Total/Wtd. Avg.   409,977 100.0% $11,059,011 100.0% $27.10  

 

 

(1)Credit ratings are those of the parent company, Pier 1 Imports, Inc., who guarantees the Pier 1 Imports lease.

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

(3)Pier 1 Imports subleases (i) 22,414 SF on the 19th floor to Burns & McDonnell Engineering Company, Inc. under a sublease that expires in August 2022 for $25.00 PSF, (ii) 10,773 SF on the 20th floor to CQuentia NGS, LLC under a sublease that expires in June 2027 for $20.00 PSF, (iii) 10,183 SF on the 20th floor to Cotten Schmidt & Abbott, L.L.P. under a sublease that expires in December 2023 for $24.00 PSF, and (iv) 10,000 SF on the 18th floor to Ulrich Barn Builders under a sublease that expires in June 2027 for $25.00 PSF. Under its sublease, Ulrich Barn Builders is required to expand to 16,000 SF on August 15, 2019 and the entire 18th floor totaling 22,930 SF on August 15, 2020. The subleased space was underwritten to the lesser of sublease rent and rent under the Pier 1 Imports lease of $27.60 PSF, for a weighted average underwritten sublease rent of $23.80 PSF.

(4)Pier 1 Imports has dark space of 40,895 SF (but is current on rent), which is comprised of 26,507 SF on the 17th floor, 12,930 SF on the 18th floor and 1,458 SF on the 20th floor. According to the borrower sponsors, CQuentia NGS, LLC has expressed interest in expanding to half of the 17th floor.

(5)Includes 999 SF of management office space.

 

The following table presents certain information relating to the lease rollover schedule at the Pier 1 Imports Headquarters Property:

 

Lease Rollover Schedule(1)
Year # of
Leases Rolling
SF Rolling Approx. % of Total SF
Rolling
Approx. Cumulative %
of SF Rolling
UW Base Rent
PSF Rolling(2)
Total UW Base Rent Rolling Approx. % of Total Base
Rent Rolling
Approx. Cumulative %
of Total Base Rent Rolling
MTM 0 0 0.0% 0.0% $0.00 $0 0.0% 0.0%
2018 0 0 0.0% 0.0% $0.00 $0 0.0% 0.0%
2019 0 0 0.0% 0.0% $0.00 $0 0.0% 0.0%
2020 0 0 0.0% 0.0% $0.00 $0 0.0% 0.0%
2021 0 0 0.0% 0.0% $0.00 $0 0.0% 0.0%
2022 0 0 0.0% 0.0% $0.00 $0 0.0% 0.0%
2023 0 0 0.0% 0.0% $0.00 $0 0.0% 0.0%
2024 0 0 0.0% 0.0% $0.00 $0 0.0% 0.0%
2025 0 0 0.0% 0.0% $0.00 $0 0.0% 0.0%
2026 0 0 0.0% 0.0% $0.00 $0 0.0% 0.0%
2027(3)(4) 1 408,037 99.5% 99.5% $27.10 $11,059,011 100.0% 100.0%
2028 0 0 0.0% 99.5% $0.00 $0 0.0% 100.0%
2029 & Beyond 0 0 0.0% 99.5% $0.00 $0 0.0% 100.0%
Vacant(5) 0 1,940 0.5% 100.0% $0.00 $0 0.0% 100.0%
Total/Wtd. Avg. 1 409,977 100.0%   $27.10 $11,059,011 100.0%  

 

 

(1)Information is based on the underwritten rent roll.

(2)Wtd. Avg. UW Base Rent PSF Rolling excludes vacant space.

(3)Pier 1 Imports subleases (i) 22,414 SF on the 19th floor to Burns & McDonnell Engineering Company, Inc. under a sublease that expires in August 2022 for $25.00 PSF, (ii) 10,773 SF on the 20th floor to CQuentia NGS, LLC under a sublease that expires in June 2027 for $20.00 PSF, (iii) 10,183 SF on the 20th floor to Cotten Schmidt & Abbott, L.L.P. under a sublease that expires in December 2023 for $24.00 PSF, and (iv) 10,000 SF on the 18th floor to Ulrich Barn Builders under a sublease that expires in June 2027 for $25.00 PSF. Under its sublease, Ulrich Barn Builders is required to expand to 16,000 SF on August 15, 2019 and the entire 18th floor totaling 22,930 SF on August 15, 2020. The subleased space was underwritten to the lesser of sublease rent and rent under the Pier 1 Imports lease of $27.60 PSF, for a weighted average underwritten sublease rent of $23.80 PSF.

(4)Pier 1 Imports is dark, but current on rent in 40,895 SF, comprised of 26,507 SF on the 17th floor, 12,930 SF on the 18th floor and 1,458 SF on the 20th floor. According to the borrower sponsors, CQuentia NGS, LLC has expressed interest in expanding to half of the 17th floor.

(5)Includes 999 SF of management office space.

 

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

 

77 

 

 

100 Pier 1 Place

Fort Worth, TX 76102

Collateral Asset Summary – Loan No. 7

Pier 1 Imports Headquarters

Cut-off Date Balance:

Cut-off Date LTV Ratio:

UW NCF DSCR:

UW NOI Debt Yield:

$27,000,000

64.0%

1.38x

9.6%

 

The Market. The Pier 1 Imports Headquarters Property is located in Fort Worth, Texas, situated on the Trinity River. Overlooking the Clear Fork Trinity River and the Trinity Park hike and bike trails, the Pier 1 Imports Headquarters Property is the eighth tallest building in Fort Worth. The Pier 1 Imports Headquarters Property is located within the Fort Worth central business district, and is located 1.1 miles west of the Fort Worth Convention Center and approximately 24.9 miles southwest of the Dallas/Fort Worth International Airport. According to the Fort Worth Chamber of Commerce, the Dallas/Fort Worth metropolitan statistical area has the fourth highest concentration of Fortune 500 headquarters in the United States. Major employers in the area include American Airlines, Lockheed Martin, University of Texas at Arlington, and Texas Health Resources. Regional access to the neighborhood is provided by Interstate 30 (approximately 0.8 miles south) and Interstate 35 (1.8 miles east). Additionally, the Pier 1 Imports Headquarters Property’s location offers proximate access to Fort Worth’s commercial, residential, entertainment, and shopping districts, which includes world-class hotels, upscale restaurants, boutique retail, and lively entertainment destinations, such as Sundance Square, a 35-block area with over 3 million SF of mixed use space which attracts over 10 million visitors annually, according to the appraisal.

 

The area around the Pier 1 Imports Headquarters Property includes two mixed-use developments under construction known as the Left Bank development and the Trinity River Vision and Panther Island developments. According to the appraisal, the Left Bank development is a 1.5 million SF mixed-use development in the heart of the West 7th Street Urban Village, which will boast an urban grocer, high-end specialty retail and restaurants, 1,500 high-end residential units, a full-service national brand hotel, premier office space and a park. The Trinity River Vision and Panther Island master plan encompasses 88 miles of the Trinity River and its greenbelts and tributaries throughout the Fort Worth area. The project is expected to create new recreational amenities, improved infrastructure, environmental enhancements, and event programming on Panther Island, a previous industrial area that will become an 800-acre development with miles of waterfront property. According to the Trinity River Vision Authority, the project is expected to include 3 million SF of commercial space and 10,000 mixed-income households. Additionally, a mid-rise multifamily development is under way directly adjacent to the Pier 1 Imports Headquarters Property, which is expected to bring 345 modern luxury residential units.

 

According to a third party market research report, the Pier 1 Imports Headquarters Property is located in the Fort Worth central business district office submarket, which contains approximately 12.1 million SF of office space with a vacancy rate of 10.9% and an average asking rental rate of $28.37 PSF as of the second quarter of 2018. The Class A submarket contained approximately 6.2 million SF of office space with a vacancy rate of 15.2% and an average asking rental rate of $30.52 PSF as of the second quarter of 2018. According to a third party market research report, the estimated 2018 population within a one-, three- and five-mile radius of the Pier 1 Imports Headquarters Property was 8,594, 82,302 and 267,281, respectively, and the 2018 estimated average household income within the same one-, three- and five-mile radius was $95,604, $83,203 and $73,177, respectively.

 

The following table presents recent leasing data at competitive office buildings with respect to the Pier 1 Imports Headquarters Property:

 

Comparable Office Leases
Property Name/Address Year Built Size (SF) Occupancy Tenant Name Lease Size (SF) Lease Term (Yrs.) Rent/SF Lease Type

Pier 1 Imports Headquarters Property

100 Pier 1 Place

Fort Worth, TX

2004 409,977(1) 99.3%(1) Pier 1 Imports(1) 408,037(1) 19.0(1)(2) $27.60(1)(2) Modified Gross
The Westbrook Building
425 Houston Street
Fort Worth, TX
2013 70,746 95.0% Quoted N/A N/A $29.50 Modified Gross
Bank of America Tower
301 Commerce Street South
Fort Worth, TX
1984 820,509 77.0%

Bank of America

Quoted

65,000

N/A

12.0

N/A

$30.37

$28.80

Modified Gross
777 Main
777 Main Street
Fort Worth, TX
1982 961,536 81.0%

Confidential

Virtuoso

Insperity Support Services

Quoted

13,000

23,723

5,165

N/A

10.0

11.0

5.25

N/A

$29.00

$27.00

$28.50

$28.50

Modified Gross
Wells Fargo Tower
201 Main Street
Fort Worth, TX
1982 716,533 98.0% Quoted 16,736 5.0 $30.00 Modified Gross
The Carnegie Office
421 West 3rd Street
Fort Worth, TX
2008 280,785 86.0% Quoted N/A N/A $27.50 Modified Gross

 

 

Source: Appraisal

(1)Based on the underwritten rent roll.

(2)Pier 1 Imports’ Lease Term (Yrs.) is based on its original lease commencement date and the current lease expiration date and Rent/SF is based on its lease agreement, excluding the subleased spaces.

 

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

 

 

100 Pier 1 Place

Fort Worth, TX 76102

Collateral Asset Summary – Loan No. 7

Pier 1 Imports Headquarters

Cut-off Date Balance:

Cut-off Date LTV Ratio:

UW NCF DSCR:

UW NOI Debt Yield:

$27,000,000

64.0%

1.38x

9.6%

 

Operating History and Underwritten Net Cash Flow. The following table presents certain information relating to the historical operating performance and the Underwritten Net Cash Flow at the Pier 1 Imports Headquarters Property:

 

Cash Flow Analysis
  2015 2016 2017 6/30/2018 TTM UW UW PSF
Gross Potential Rent(1) $10,572,172 $10,616,614 $10,907,135 $10,942,818 $11,114,786 $27.11
Total Recoveries $1,364,536 $987,138 $1,293,103 $1,360,333 $1,112,185 $2.71
Other Income $25,612 $40,705 $32,545 $0 $0 $0.00
Less Vacancy & Credit Loss

$0

$0

$0

$0

($1,184,477)

($2.89)

Effective Gross Income $11,962,320 $11,644,457 $12,232,783 $12,303,151 $11,042,494 $26.93
Total Operating Expenses

$5,948,881

$5,754,759

$5,827,748

$5,829,988

$5,762,480

$14.06

Net Operating Income(2) $6,013,439 $5,889,698 $6,405,035 $6,473,163 $5,280,014 $12.88
Capital Expenditures $0 $0 $0 $0 $61,497 $0.15
TI/LC

$0

$0

$0

$0

$409,977

$1.00

Net Cash Flow $6,013,439 $5,889,698 $6,405,035 $6,473,163 $4,808,540 $11.73
             
Occupancy %(3) 99.1% 100.0% 99.3% 99.3% 90.3%  
NOI DSCR (P&I)(4) 1.72x 1.69x 1.84x 1.86x 1.51x  
NCF DSCR (P&I)(4) 1.72x 1.69x 1.84x 1.86x 1.38x  
NOI Debt Yield(4) 10.9% 10.7% 11.6% 11.8% 9.6%  
NCF Debt Yield(4) 10.9% 10.7% 11.6% 11.8% 8.7%  

 

 

(1)UW Gross Potential Rent is based on the underwritten rent roll and includes rent steps of $411,541 and vacancy gross up of $55,775. The 53,370 SF of subleased space was underwritten to the lesser of sublease rent and rent under the Pier 1 Imports lease of $27.60 PSF, for a weighted average underwritten sublease rent of $23.80 PSF.

(2)Pier 1 Imports has dark space of 40,895 SF, but is current on rent. The decrease in UW NOI over Most Recent NOI is attributed to the 40,895 SF of dark space being underwritten as vacant.

(3)UW Occupancy % is based on underwritten economic vacancy of 9.7%. The Pier 1 Imports Headquarters Property was 99.3% leased as of June 30, 2018.

(4)The debt service coverage ratios and debt yields are based on the Pier 1 Imports Headquarters Whole Loan.

 

Escrows and Reserves. The Pier 1 Imports Headquarters Borrower deposited in escrow at origination (i) $1,597,614 for real estate taxes, (ii) $14,653 for insurance premiums and (iii) $5,000,000 for tenant improvements and leasing commissions. The Pier 1 Imports Headquarters Borrower is required to escrow monthly (i) 1/12 of the real estate taxes, currently $199,702 (ii) 1/12 of the insurance premiums, provided, however, that such obligation will be suspended so long as: (a) no event of default is continuing, (b) a blanket or umbrella insurance policy is in place, (c) the Pier 1 Imports Headquarters Borrower provides the lender with evidence of renewal of such policy no later than 10 days prior to the expiration of the policy and 30 days prior to the delinquency of payment on such policy, as applicable, and (d) the Pier 1 Imports Headquarters Borrower has deposited and at all times maintained, an amount equal to 1/4 of the annual insurance premiums the lender estimates would be payable to maintain all policies covered by the blanket or umbrella policy approved by the lender, and (iii) $5,125 for replacement reserves. In addition, the Pier 1 Imports Headquarters Borrower is required to escrow approximately $34,165 monthly into a TI/LC reserve in the event the balance of the TI/LC reserve falls below $1,000,000. In addition, at any time during the term of the Pier 1 Imports Headquarters Whole Loan, the Pier 1 Imports Headquarters Borrower may voluntarily deposit with the lender, amounts sufficient to cover a period of free or abated rent in connection with a new lease or a modification of an existing lease.

 

Lockbox and Cash Management. A hard lockbox and cash management are each in place with respect to the Pier 1 Imports Headquarters Whole Loan. Pursuant to the Pier 1 Imports Headquarters Whole Loan documents, all excess funds on deposit (after payment of monthly reserve deposits, debt service payment, and cash management bank fees) will be applied as follows: (a) during the continuation of a Cash Trap Period (as defined below), to a lender-controlled excess cash flow subaccount as additional collateral, (b) during the continuation of a Primary Tenant Sweep Period (as defined below), to the Primary Tenant (as defined below) reserve account, and (c) if neither a Primary Tenant Sweep Period nor a Cash Trap Period is continuing, all excess cash flow in the lockbox account after payment of all sums due and payable under the Pier 1 Imports Headquarters Whole Loan documents will be remitted to the Pier 1 Imports Headquarters Borrower.

 

A “Primary Tenant” is either (i) Pier 1 Imports, unless the space under the applicable Pier 1 Imports lease or leases demise, in the aggregate, less than 30.0% of the Pier 1 Imports Headquarters Property’s net rentable area, or (ii) any tenant occupying 30.0% or more of the Pier 1 Imports Headquarters Property.

 

A “Cash Trap Period” will occur upon (i) an event of default until a cure of the applicable event of default is accepted by the lender, (ii) the debt service coverage ratio, based on the trailing 12-month period, falling below 1.15x at the end of any calendar quarter until the debt service coverage ratio is no less than 1.15x for one calendar quarter, or (iii) a Primary Tenant Sweep Period until a Primary Tenant Sweep Period cure.

 

A “Primary Tenant Sweep Period” will occur upon (i) any Primary Tenant giving written notice of its intent to terminate its lease or any termination of such lease, (ii) any Primary Tenant becoming insolvent or a debtor in any bankruptcy action, (iii) Pier 1 Imports “going dark” for a period of 90 days of more with respect to five full floors or more of its space at the Pier 1 Imports Headquarters Property, provided, however, that any such portion of the Pier 1 Imports Headquarters Property that has been (A) sublet to a sublessee which is not in default under its applicable sublease for which either (a) such sublessee has commenced payment of full, unabated rent or (b) in the event that any sublessee has not yet commenced payment of full, unabated rent, (x) such sublessee has taken possession of the space and is open for business and (y) either (1) the Pier 1 Imports Headquarters Borrower has separately escrowed with the lender funds sufficient to cover any free rent or rent abatement period for such sublessee; or (2) notwithstanding any free rent period granted by Pier 1 to such sublessee, Pier 1 continues to pay rent directly to the Pier 1 Imports Headquarters Borrower for the portion of the Pier 1 Imports Headquarters Property demised to such sublessee under the applicable sublease, or (B) leased by the Pier 1 Imports Headquarters Borrower to an acceptable replacement tenant, will, in either case, be excluded from the Pier 1 premises for the purposes of this clause (iii), (iv) a monetary or material non-monetary event of default beyond applicable notice and cure periods under the applicable Primary Tenant’s lease, (v) the earlier of 15 months prior to the expiration date of a Primary Tenant lease or the date under any Primary Tenant lease by which the applicable Primary Tenant is required to give

 

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

 

 

100 Pier 1 Place

Fort Worth, TX 76102

Collateral Asset Summary – Loan No. 7

Pier 1 Imports Headquarters

Cut-off Date Balance:

Cut-off Date LTV Ratio:

UW NCF DSCR:

UW NOI Debt Yield:

$27,000,000

64.0%

1.38x

9.6%

 

notice of its exercise of a renewal option thereunder, or (vi) any Primary Tenant (other than Pier 1 Imports) “going dark” in all or substantially all of the applicable Primary Tenant premises.

 

A Primary Tenant Sweep Period will continue until, in regard to clause (i) above, (a) the applicable Primary Tenant has revoked or rescinded its notice of termination, (b) the Pier 1 Imports Headquarters Borrower enters into one or more new leases with an acceptable replacement tenant or tenants for all or a portion of all the Primary Tenant space, provided, the lender determines that the base rent payable under the replacement lease or leases give effect to a debt service coverage ratio of not less than 1.15x (a “Primary Tenant Replacement Event”), or (c) if a Primary Tenant Sweep Period commenced as a result of Pier 1 Imports terminating its lease, (x) the Pier 1 Imports Headquarters Borrower and Pier 1 Imports modify the lease to reduce space leased to Pier 1 Imports, (y) either (1) the Pier 1 Imports Headquarters Borrower enters into one or more new leases with an acceptable replacement tenant or tenants with a credit rating equal to or exceeding B- by S&P or has not received a rating from rating agencies, or (2) the Pier 1 Imports Headquarters Borrower enters into one or more direct leases with one or more sublessees at the Pier 1 Imports Headquarters Property (for avoidance of doubt the space leased pursuant to (1) and (2) above must be equal to the aggregate amount of space vacated), and (z) the base rent payable under the leases then in place give effect to a debt service coverage ratio of not less than 1.15x (a “Primary Tenant Downsizing Event”); in regard to clause (ii) above, the bankruptcy action is dismissed and the applicable Primary Tenant lease is affirmed or a Primary Tenant Replacement Event occurs; in regard to clause (iii) above, (a) Pier 1 Imports re-opens for business in a portion of its premises sufficient to reduce its dark space to less than five full floors for a continuous period of no less than 90 days, (b) a Primary Tenant Replacement Event occurs, or (c) solely with regards to Pier 1 Imports going dark in five full floors, a Primary Tenant Downsizing Event occurs to reduce its dark space to less than five full floors for a continuous period of no less than 90 days, or (d) (x) Pier 1 Imports enters into one or more subleases each for a term not less than three years, upon terms reasonably acceptable to the lender, for a portion of its premises sufficient to reduce its dark space to less than five full floors for a continuous period of no less than 90 days and (y) either (1) the sublessee or sublessees have commenced payment of sublease rent, or (2) if a sublessee is in possession of its space, is open for business and has not commenced rent, (A) Pier 1 Imports continues to pay rent directly to the Pier 1 Imports Headquarters Borrower for the subleased spaces, or (B) the Pier 1 Imports Headquarters Borrower escrows with the lender funds to cover any free rent or rent abatement period under the subleases (a “Primary Tenant Sublease Event”); in regard to clause (iv) above, the monetary or material non-monetary event of default is cured or a Primary Tenant Replacement Event occurs; in regards to clause (v) above, either (a) the applicable Primary Tenant’s lease is renewed in accordance with its terms (provided that such renewal need only apply to 80% of it space) for a term of no less than three years, (b) a Primary Tenant Replacement Event occurs, or (c) if a Primary Tenant Sweep Period commenced as a result of Pier 1 Imports, a Primary Tenant Downsizing Event occurs and Pier 1 Imports extends or renews its lease, with regards to a portion of its space not previously subject to a Primary Tenant Downsizing Event, for a term of no less than three years; or in regards to clause (vi) above, (a) the applicable Primary Tenant re-opens for business in all or substantially all of its applicable premises for a continuous period of no less than 90 days, (b) a Primary Tenant Replacement Event occurs, or (c) the lender determines that the debt service coverage ratio is no less than 1.15x.

 

Additional Secured Indebtedness (not including trade debts). Not permitted.

 

Mezzanine Loan and Preferred Equity. Not permitted.

 

Release of Property. Not permitted.

 

Terrorism Insurance. The Pier 1 Imports Headquarters Borrower is required to obtain and maintain property insurance, commercial general liability insurance, and business income insurance that covers perils of terrorism and acts of terrorism, both foreign and domestic.

 

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

 

 

100 College Road East

Princeton, NJ 08540

Collateral Asset Summary – Loan No. 8

Princeton Marriott at Forrestal

Cut-off Date Balance:

Cut-off Date LTV Ratio:

UW NCF DSCR:

UW NOI Debt Yield:

$24,000,000

63.3%

2.30x

17.1%

 

(GRAPHIC)

 

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

 

 

100 College Road East

Princeton, NJ 08540

Collateral Asset Summary – Loan No. 8

Princeton Marriott at Forrestal

Cut-off Date Balance:

Cut-off Date LTV Ratio:

UW NCF DSCR:

UW NOI Debt Yield:

$24,000,000

63.3%

2.30x

17.1%

 

(MAP)

 

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

 

 

100 College Road East

Princeton, NJ 08540

Collateral Asset Summary – Loan No. 8

Princeton Marriott at Forrestal

Cut-off Date Balance:

Cut-off Date LTV Ratio:

UW NCF DSCR:

UW NOI Debt Yield:

$24,000,000

63.3%

2.30x

17.1%

 

Mortgage Loan Information   Property Information
Mortgage Loan Seller: UBS AG   Single Asset/Portfolio: Single Asset

Credit Assessment

(Fitch/KBRA/Moody’s):

NR/NR/NR   Location: Princeton, NJ 08540
  General Property Type: Hospitality
Original Balance: $24,000,000   Detailed Property Type: Full Service
Cut-off Date Balance: $24,000,000   Title Vesting: Fee Simple
% of Initial Pool Balance: 3.7%   Year Built/Renovated: 1982/2017, 2018
Loan Purpose: Acquisition   Size: 302 Rooms
Borrower Sponsor: Seryl Kushner   Cut-off Date Balance per Room: $79,740
Mortgage Rate: 5.4815%   Maturity Date Balance per Room: $79,740
Note Date: 11/30/2018   Property Manager: Marriott Hotel Services, Inc.
First Payment Date: 1/6/2019      
Maturity Date: 12/6/2028      
Original Term: 120 months      
Original Amortization Term: 0 months   Underwriting and Financial Information
IO Period: 120 months   UW NOI: $4,108,310
Seasoning: 0 months   UW NOI Debt Yield: 17.1%
Prepayment Provisions: LO (24); DEF (89); O (7)   UW NOI Debt Yield at Maturity: 17.1%
Lockbox/Cash Mgmt Status: Hard/Springing   UW NCF DSCR: 2.30x
Additional Debt Type: N/A   Most Recent NOI(2): $4,145,904 (9/30/2018 TTM)
Additional Debt Balance: N/A   2nd Most Recent NOI(2): $3,464,597 (12/31/2017)
Future Debt Permitted (Type): No (N/A)   3rd Most Recent NOI: $3,942,067 (12/31/2016)
Reserves(1)   Most Recent Occupancy(3): 68.5% (9/30/2018 TTM)
Type Initial Monthly Cap   2nd Most Recent Occupancy(3): 66.8% (12/31/2017)
RE Tax: $97,960 $48,980 N/A   3rd Most Recent Occupancy: 67.7% (12/31/2016)
Insurance: $99,000 $7,500 N/A   Appraised Value (as of): $37,900,000 (9/21/2018)
FF&E: $0 Springing N/A   Cut-off Date LTV Ratio: 63.3%
Seasonality: $0 Springing N/A   Maturity Date LTV Ratio: 63.3%
               
Sources and Uses
Sources Proceeds % of Total   Uses Proceeds % of Total
Loan Amount: $24,000,000 62.8%   Purchase Price: $37,600,000 98.7%
Borrower Equity: $14,228,810 37.2%   Reserves: $196,960 0.5%
        Closing Costs: $431,849 1.1%
Total Sources: $38,228,810 100.0%   Total Uses: $38,228,810 100.0%

 

 

(1)See “Escrows and Reserves” below for further discussion of reserve requirements.

(2)In 2017 and 2018, the Princeton Marriott at Forrestal Property (as defined below) underwent renovations. The increase in Most Recent NOI from 2nd Most Recent NOI is due to approximately 2,483 room nights being offline in 2017 for such renovations and 370 rooms being offline for the 9/30/2018 TTM for such renovations.

(3)Most Recent Occupancy and 2nd Most Recent Occupancy are adjusted for offline room nights due to renovations. Approximately 2,483 room nights were offline in 2017 and 370 rooms were offline for the 9/30/2018 TTM.

 

The Mortgage Loan. The eighth largest mortgage loan (the “Princeton Marriott at Forrestal Mortgage Loan”) is evidenced by three pari passu promissory notes with an aggregate original principal balance of $24,000,000, which is secured by a first priority fee mortgage encumbering a 302-room full service hospitality property located in Princeton, New Jersey (the “Princeton Marriott at Forrestal Property”). The proceeds of the Princeton Marriott at Forrestal Mortgage Loan, along with approximately $14.2 million in borrower sponsor’s equity, were used to acquire the Princeton Marriott at Forrestal Property, fund reserves, and pay closing costs.

 

The Borrower and the Borrower Sponsor. The borrower is Princeton Forrestal LLC (the “Princeton Marriott at Forrestal Borrower”), a Delaware limited liability company structured to be bankruptcy remote with one independent director. Princeton Forrestal LLC is owned by The Dara Orbach GST Trust (10.0%), The Seryl LLC (10.0%), The Nicole Meyer GST Trust (10.0%), The Joshua Kushner GST Trust (10.0%), Seryl Kushner (10.0%), Laurent Morali (5%), and George Gellert (45.0%). The borrower sponsor and non-recourse carveout guarantor of the Princeton Marriott at Forrestal Mortgage Loan is Seryl Kushner.

 

Seryl Kushner is Principal of Kushner Companies (“Kushner”), a diversified real estate organization responsible for the ownership, management, development, and redevelopment of properties throughout the United States. Kushner's portfolio comprises over 20,000 multifamily apartments, as well as 13 million SF of office, hotel, industrial and retail space throughout the Northeast and Mid-Atlantic regions. Headquartered in New York City, Kushner has completed more than $7.0 billion in acquisitions since 2007 with $2.5 billion in transactions in 2017. Kushner currently has 12 million SF under development in New York and New Jersey.

 

The Property. The Princeton Marriott at Forrestal Property consists of a three-story, 302-room full service hotel situated on an approximately 24.18-acre site located in Princeton, New Jersey. Constructed in 1982, the Princeton Marriott at Forrestal Property was renovated in 2017 and 2018 and contains 494 parking spaces approximately (1.6 spaces per room). The Princeton Marriott at Forrestal Property’s guestroom configuration consists of 149 king rooms,

 

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

 

 

100 College Road East

Princeton, NJ 08540

Collateral Asset Summary – Loan No. 8

Princeton Marriott at Forrestal

Cut-off Date Balance:

Cut-off Date LTV Ratio:

UW NCF DSCR:

UW NOI Debt Yield:

$24,000,000

63.3%

2.30x

17.1%

 

141 double/double rooms, eight junior suites, two bridal suites, and two parlor suites. Updated in 2014, each guestroom features a 32” flat screen TV, high speed Wi-Fi, coffee maker, refrigerator, work desk with ergonomic chair, ironing set, and granite countertops. Amenities at the Princeton Marriott at Forrestal Property include an indoor swimming pool, fitness center, business center, meeting rooms totaling 34,941 SF (which can accommodate up to 550 people), a tennis center with four indoor courts, Iron & Ivy restaurant, the M Club lounge, The Spa at Forrestal (a full-service 15,000 SF spa), room service, sundry/convenience shop, a game room (which features a pool table, foosball table, and shuffleboard), and an outdoor garden.

 

The meeting and event space is spread across 33 rooms with a range of layouts from boardroom style to exhibition, allowing for various accommodations and combinations of groups. The largest meeting space is a 4,956 SF ballroom, which features 19-foot ceilings, natural light, state-of-the-art digital lighting and additional audio/visual service.

 

In addition to an indoor pool, fitness center, outdoor volleyball court, outdoor half-court basketball court, and biking/walking trails, the Princeton Marriott at Forrestal Property includes four indoor tennis courts situated in a separate facility on-site. Tennis operations are currently leased to a third party, managed by Winning Touch Tennis, Inc. The lease, which commenced in November 2000, has a current expiration date in April 2026 and requires annual rent of $44,400, which increases to $46,800 annually in November 2019. The Spa at Forrestal, located on the first floor of the Princeton Marriott at Forrestal Property, is equipped with eight treatment rooms, a steam room and sauna, an indoor pool & whirlpool, and individual men's and women's locker room facilities and offers typical spa services such as facials, massages, body wraps, and salon treatments.

 

The Princeton Marriott at Forrestal Property features a restaurant and bar, Iron & Ivy, which serves breakfast, lunch and dinner daily. The space has a contemporary iron and wood aesthetic, with an abundance of natural light and high ceilings, in addition to an outdoor patio. The M Club Lounge, located adjacent to the Iron & Ivy restaurant, opened in March 2018 and caters to the Princeton Marriott at Forrestal Property’s premier Marriott Reward members. The M Club lounge offers Marriott Platinum Elite guests complimentary access to comfortable seating areas, complimentary breakfast and evening hors d’oeuvres, complimentary 24/7 Grab & Go Station, and cocktail service. All other guests can gain access to the M Club lounge for an additional fee.

 

The Princeton Marriott at Forrestal Property operates under a manchise agreement with Marriott Hotel Services, Inc. (the “Marriott Manager”), which is a subsidiary of Marriott International, Inc. (“Marriott”). The manchise agreement expires in December 2026, has two, five-year renewals at the option of the property manager, and requires a base management fee of 3.0% of total revenues, with a provision for an incentive fee. Marriott is a global hotel company, operating in 127 countries and territories under 30 brand names. As of year-end 2017, Marriott had 1,959 company-operated properties (554,642 rooms), 4,432 franchised and licensed properties (685,365 rooms), and 129 unconsolidated joint venture properties (17,659 rooms), for a total of 6,520 properties (1,257,666 rooms). Marriott’s portfolio of global brands includes: JW Marriott, The Ritz-Carlton, W Hotels, The Luxury Collection, St. Regis, EDITION, Bulgari, Marriott Hotels, Sheraton, Westin, Renaissance, Le Méridien, Autograph Collection, Delta Hotels, Gaylord Hotels, Marriott Executive Apartments, Marriott Vacation Club, Tribute Portfolio, Design Hotels, Courtyard, Residence Inn, Fairfield Inn & Suites, SpringHill Suites, Four Points, TownePlace Suites, Aloft, AC Hotels by Marriott, Protea Hotels, Element, and Moxy.

 

According to the appraisal, the Princeton Marriott at Forrestal Property received approximately $14.9 million ($49,422 per room) in capital improvements since 2012. Major renovations to guestrooms were last completed in 2014, including updates to its furnishings, mattresses, and bathrooms. In 2017 and 2018, the Princeton Marriott at Forrestal Property underwent major renovations to its amenity spaces, including its meeting rooms, the Iron & Ivy restaurant and bar area, and M Club Lounge.

 

A summary of the Princeton Marriott at Forrestal Property historical performance is provided below:

 

Princeton Marriott at Forrestal Property Historical Occupancy, ADR, RevPAR(1)
Year Princeton Marriott at Forrestal Property Competitive Set(2) Penetration Factor
Occupancy ADR RevPAR Occupancy ADR RevPAR Occupancy ADR RevPAR
2010 53.9% $148.73 $80.11 50.4% $128.83 $64.97 106.8% 115.4% 123.3%
2011 59.0% $145.73 $86.02 51.8% $133.93 $69.33 114.0% 108.8% 124.1%
2012 61.3% $152.61 $93.62 47.5% $143.94 $68.33 129.2% 106.0% 137.0%
2013 60.7% $157.53 $95.62 50.9% $156.73 $79.84 119.2% 100.5% 119.8%
2014(3) 59.7% $159.06 $95.01 60.1% $152.58 $91.64 99.5% 104.2% 103.7%
2015 65.4% $159.87 $104.51 61.6% $147.20 $90.73 106.1% 108.6% 115.2%
2016 67.7% $160.59 $108.67 64.1% $148.01 $94.89 105.5% 108.5% 114.5%
2017(3) 65.3% $157.64 $102.92 62.9% $148.64 $93.57 103.7% 106.1% 110.0%
9/30/2018 TTM(3) 68.3% $159.82 $109.11 65.5% $149.91 $98.14 104.3% 106.6% 111.2%

 

 

Source: Industry Report

(1)The variances between the underwriting, the industry report and the appraisal with respect to Occupancy, ADR and RevPAR at the Princeton Marriott at Forrestal Property are attributable to variances in reporting methodologies and/or timing differences.

(2)The Competitive Set includes Hyatt Regency Princeton, Doubletree Princeton, Crowne Plaza Princeton Conference Center, Nassau Inn, and Westin Princeton at Forrestal Village.

(3)The Princeton Marriott at Forrestal Property underwent guestroom renovations in 2014. Approximately 2,483 room nights were offline in 2017 and 370 rooms were offline for the trailing twelve-month period ending September 30, 2018.

 

The Market. The Princeton Marriott at Forrestal Property is located in Princeton, New Jersey, approximately 47.7 miles southwest of New York City and approximately 48.1 miles northeast of Philadelphia, Pennsylvania. The Princeton Marriott at Forrestal Property is located approximately 0.6 miles east of U.S. Highway 1 (“US 1”) on College Road East, and approximately 2.3 miles southeast of State Road 27 (“SR 27”). According to a third party market research report, the Princeton Marriott at Forrestal Property is near the intersection of College Road West and US 1 to the west, which experiences an average daily traffic count of 64,557 vehicles. The average 2018 estimated household income within a one-, three- and five-mile radius is $201,823, $167,226 and $170,956, respectively, compared to the average 2018 estimated household income for Middlesex County, New York-Newark-Jersey City SMA, and the State of New Jersey of $112,063, $111,285, and $112,273, respectively.

 

The market is diversified among philanthropic, pharmaceutical, healthcare, government, and education institutions, including Princeton University, approximately 3.8 miles southwest of the Princeton Marriot at Forrestal Property. Chartered in 1746, Princeton is the fourth-oldest college in the United

 

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

 

 

100 College Road East

Princeton, NJ 08540

Collateral Asset Summary – Loan No. 8

Princeton Marriott at Forrestal

Cut-off Date Balance:

Cut-off Date LTV Ratio:

UW NCF DSCR:

UW NOI Debt Yield:

$24,000,000

63.3%

2.30x

17.1%

 

States. Princeton is an independent, coeducational, nondenominational institution that provides undergraduate and graduate instruction in the arts and humanities, social sciences, natural sciences, and engineering. Other colleges and universities in the Princeton area include The College of New Jersey, Thomas Edison State College, Rider University, Princeton Theological, and Mercer County Community College. Headquartered in Princeton, the Robert Wood Johnson Foundation (“RWJF”) is the nation's largest healthcare philanthropy, according to the appraisal. Established in 1972 and named after the founder of Johnson & Johnson, the foundation has over $11 billion in assets, generating grants of roughly $500 million per year. Bristol-Myers Squibb, a pharmaceutical company, has a manufacturing and research and development facility in Princeton. Bristol-Meyers Squibb recently invested over $4.7 billion into research and development.

 

Forrestal Village, adjacent to the Princeton Marriott at Forrestal Property, is a 720,000 SF mixed-use retail and office complex situated on a 52-acre site. Forrestal Village features retail stores, food and beverage options, including Salt Creek Grille and Ruth's Chris Steakhouse, office space for healthcare and professional service businesses, as well as the Westin Princeton. Palmer Square, located approximately 4.8 miles from the Princeton Marriott at Forrestal Property, boasts a collection of shopping and dining in the heart of downtown Princeton. Located along Nassau Street and Princeton University, the development is home to retail anchors including J. Crew, Brooks Brothers, Lululemon, Kate Spade and Ralph Lauren. In total, Palmer Square features 42 retail outlets and numerous dining options, and hosts local events, celebrations, and festivals throughout the year.

 

According to an industry report as of September 2018, the Princeton Marriott at Forrestal Property is located in the Central New Jersey hospitality market, which consists of 211 hotel properties with a total of 25,578 rooms. The overall market has shown growth in occupancy, ADR and RevPAR over the trailing 12-month period, reporting 3.0%, 2.5% and 5.6% growth, respectively. According to an industry report as of September 2018, the Princeton Marriott at Forrestal Property is located in the Princeton/Central, New Jersey hospitality submarket, which consists of 59 hotel properties with a total of 6,669 rooms. The overall submarket has shown growth in occupancy, ADR and RevPAR over the trailing 12-month period reporting 3.5%, 1.6% and 5.1% growth, respectively. According to the appraisal, no new hotels are planned or are expected to be delivered within the Princeton Marriott at Forrestal Property’s competitive submarket at this time.

 

A summary of demand segmentation and recent performance of the Princeton Marriott at Forrestal Property is below:

 

Princeton Marriott at Forrestal Property Summary
Property Name # Rooms Commercial Demand Meeting & Group Demand Leisure Demand Est. 2017 Occupancy Est. 2017 ADR

Est.

2017 RevPAR

Princeton Marriott at Forrestal(1) 302 50% 35% 15% 65.3% $157.64 $102.92
Hyatt Regency Princeton 330 40% 45% 15% 70.0%-75.0% $150.00-$160.00 $110.00-$115.00
Westin Princeton at Forrestal Village 296 55% 30% 15% 65.0%-70.0% $150.00-$160.00 $100.00-$105.00
Subtotal/Wtd. Avg. 928 48% 37% 15% 67.5% $156.52 $105.72
Secondary Competitors 899 53% 28% 19% 58.6% $125.45 $73.51
Total/Wtd. Avg. 1,827 50% 34% 16% 63.9% $144.82 $92.50

 

 

Source: Appraisal

(1)The variances between the underwriting, the industry report and the appraisal with respect to Occupancy, ADR and RevPAR at the Princeton Marriott at Forrestal Property are attributable to variances in reporting methodologies and/or timing differences.

 

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

 

 

100 College Road East

Princeton, NJ 08540

Collateral Asset Summary – Loan No. 8

Princeton Marriott at Forrestal

Cut-off Date Balance:

Cut-off Date LTV Ratio:

UW NCF DSCR:

UW NOI Debt Yield:

$24,000,000

63.3%

2.30x

17.1%

 

Operating History and Underwritten Net Cash Flow. The following table presents certain information relating to the historical operating performance and the Underwritten Net Cash Flow at the Princeton Marriott at Forrestal Property:

 

Cash Flow Analysis
  2015 2016 2017 9/30/2018 TTM UW UW per Room
Occupancy(1) 65.4% 67.7% 66.8% 68.5% 68.5%  
ADR $159.87 $160.59 $157.64 $159.82 $159.82  
RevPAR $104.51 $108.67 $105.29 $109.48 $109.48  
             
Rooms Revenue $11,519,645 $12,011,123 $11,344,369 $12,027,491 $12,027,491 $39,826
Other Income

$8,341,495

$9,789,270

$8,848,834

$8,815,541

$8,780,017

$29,073

Total Revenue $19,861,140 $21,800,393 $20,193,203 $20,843,033 $20,807,509 $68,899
Total Expenses

$16,925,550

$17,858,326

$16,728,606

$16,697,128

$16,699,198

$55,295

Net Operating Income(2) $2,935,590 $3,942,067 $3,464,597 $4,145,904 $4,108,310 $13,604
FF&E

$993,057

$1,090,020

$1,009,660

$1,042,152

$1,040,375

$3,445

Net Cash Flow $1,942,533 $2,852,047 $2,454,937 $3,103,753 $3,067,935 $10,159
             
NOI DSCR 2.2x 2.96x 2.60x 3.11x 3.08x  
NCF DSCR 1.46x 2.14x 1.84x 2.33x 2.30x  
NOI Debt Yield 12.2% 16.4% 14.4% 17.3% 17.1%  
NCF Debt Yield 8.1% 11.9% 10.2% 12.9% 12.8%  

 

 

(1)2017 Occupancy and 9/30/2018 TTM Occupancy are adjusted for offline room nights due to renovations. Approximately 2,483 room nights were offline in 2017 and 370 rooms were offline for the trailing twelve-month period ending September 30, 2018.

(2)Between 2016 and 2018, the Princeton Marriott at Forrestal Property underwent approximately $10.0 million ($33,112 per room) in renovations. The increase in 9/30/2018 TTM Net Operating Income from 2017 Net Operating Income is due to approximately 2,483 room nights being offline in 2017 for such renovations and 370 rooms being offline for the 9/30/2018 TTM for such renovations.

 

Escrows and Reserves. At origination of the Princeton Marriott at Forrestal Mortgage Loan, the Princeton Marriott at Forrestal Borrower deposited (i) $97,960 in reserve for real estate taxes and (ii) $99,000 in reserve for insurance premiums. On a monthly basis, the Princeton Marriott at Forrestal Borrower is required to deposit (i) 1/12 of the annual estimated tax payments, which currently equates to $48,980 per month and (ii) 1/12 of the annual estimated insurance premiums, which currently equates to $7,500 per month. In addition, on each monthly payment date, the Princeton Marriott at Forrestal Borrower is required to deposit an amount equal to the greater of 1/12 of (i) 4% of the aggregate gross annual income of the Princeton Marriott at Forrestal Property for FF&E and (ii) the aggregate amount, if applicable, required to be reserved pursuant to the manchise agreement for the calendar year; provided, however, that such monthly capital expenditures will be waived as long as (a) no event of default has occurred and is continuing, (b) the manchise agreement is in full force and effect, (c) the Marriott Manager maintains the Princeton Marriott at Forrestal Property in a condition reasonably accepted by the lender according to the manchise agreement, or if the Marriott Manager fails to do so, the Princeton Marriott at Forrestal Borrower diligently exercises its rights to cause Marriott to perform its obligations, and (d) the Marriott Manager establishes and maintains a FF&E reserve. During the months of June, July, and November (the “Seasonality Funds Deposit Months”) of each calendar year during the Princeton Marriott at Forrestal Mortgage Loan term, the Princeton Marriott at Forrestal Borrower is required to deposit into the seasonality reserve an amount equal to 1/3 of the product of (A) 120% and (B) aggregate of the monthly net cash flow shortfall for the twelve-month period commencing on April 1 of the immediately preceding calendar year (the “Monthly Seasonality Deposit”); provided, however, that such monthly deposit will not be less than $0.00 and on each of (i) June 6, 2019, (ii) July 6, 2019, and (iii) November 6, 2019 such monthly deposit will be $100,658. In lieu of making the Monthly Seasonality Deposit, the Princeton Marriott at Forrestal Borrower has the option to deliver a letter of credit equal to the aggregate of the Monthly Seasonality Deposits for the calendar year.

 

Lockbox and Cash Management. The Princeton Marriott at Forrestal Mortgage Loan is structured with a hard lockbox and springing cash management. During the term of the Princeton Marriott at Forrestal Mortgage Loan term, provided that the Marriott manchise agreement remains in full force and effect, the Marriott Manager will collect all revenue generated by the Princeton Marriott at Forrestal Property, maintain the operating accounts, pay all other costs/fees/expenses due under and pursuant to the terms of the Marriott manchise agreement, and deposit into the lockbox all amounts payable to the Princeton Marriott at Forrestal Borrower pursuant to the Marriott manchise agreement. From and after the date that (i) the Marriott Manager, pursuant to the Marriott manchise agreement, elects not to maintain the operating accounts, (ii) the Marriott manchise agreement is no longer in full force and effect, or (iii) the Marriott manchise agreement with Marriott is replaced with a replacement franchise agreement or replacement manchise agreement, the Princeton Marriott at Forrestal Borrower is required to deposit or cause the property manager to deposit all revenue generated by the Princeton Marriott at Forrestal Property into the lockbox. Upon the occurrence and continuance of a Cash Management Trigger Event (as defined below), all sums on deposit in the lockbox account are required to be swept into a cash management account for the payment of, among other things, monthly escrows, debt service and property operating expenses pursuant to an annual approved budget, and the remaining amount, if any, will be swept (i) during the continuance of a PIP Trigger Event (as defined below), to a PIP account, provided however, that if a PIP Trigger Event is solely caused by clause (v) of its definition below, the funds in the account will not exceed 120% of the estimated PIP work, (ii) during the continuance of a Cash Sweep Trigger Event (as defined below), to an excess cash flow account; provided however, that if a Cash Sweep Trigger Event is solely caused by clause (iii) of its definition below and the debt service coverage ratio is equal to or greater than 1.40x, the funds in the account will not exceed $800,000, or (iii) if no PIP Trigger Event or Cash Sweep Trigger Event is then continuing, to an account designated by the Princeton Marriott at Forrestal Borrower.

 

A “Cash Management Trigger Event” will commence upon (i) the occurrence of an event of default under the Princeton Marriott at Forrestal Mortgage Loan documents and continue until such event of default is cured or waived, (ii) the occurrence of any bankruptcy action of the Princeton Marriott at Forrestal Borrower, the guarantor, or the Marriott Manager (or replacement) and continue until any such bankruptcy action is dismissed within 60 days of such filing, or in the case of the Marriott Manager (or replacement), the Marriott Manager (or replacement) is replaced with a qualified manager under a replacement agreement or the bankruptcy action is dismissed within 120 days of such filing, (iii) the date the debt service coverage ratio for the immediately preceding 12-month period is less than 1.60x and continue until such time as the debt service coverage ratio for the immediately preceding 12-month

 

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

 

 

100 College Road East

Princeton, NJ 08540

Collateral Asset Summary – Loan No. 8

Princeton Marriott at Forrestal

Cut-off Date Balance:

Cut-off Date LTV Ratio:

UW NCF DSCR:

UW NOI Debt Yield:

$24,000,000

63.3%

2.30x

17.1%

 

period is at least 1.60x for two consecutive calendar quarters, (iv) an indictment for fraud or misappropriation of funds by the Princeton Marriott at Forrestal Borrower, guarantor, or the Marriott Manager (or replacement) or a director or an officer of the Princeton Marriott at Forrestal Borrower, guarantor, or the Marriott Manager (or replacement) related to the Princeton Marriott at Forrestal Property and continue until (a) the dismissal of the applicable indictment, (b) the acquittal of each applicable person with respect to the related charge(s) or (c) the Marriott Manager is replaced with a qualified manager under a replacement agreement, or (v) the occurrence of a PIP Trigger Event and continue until such event is cured.

 

A “Cash Sweep Trigger Event” will commence upon (i) the occurrence of an event of default under the Princeton Marriott at Forrestal Mortgage Loan documents and continue until such event of default is cured, (ii) the occurrence of any bankruptcy action of the Princeton Marriott at Forrestal Borrower, the guarantor, or the Marriott Manager (or replacement) and continue until any such bankruptcy action is dismissed within 60 days of such filing, or in the case of the Marriott Manager (or replacement), the Marriott Manager (or replacement) is replaced with a qualified manager under a replacement agreement or the bankruptcy action is dismissed within 120 days of such filing, or (iii) the date the debt service coverage ratio for the immediately preceding 12-month period is less than 1.60x and will continue until such time as the debt service coverage ratio for the immediately preceding 12-month period is at least 1.60x for three consecutive calendar quarters.

 

A “PIP Trigger Event” will commence upon (i) any franchisor or manager giving notice of its intention to terminate or cancel or not to extend or renew a franchise or manchise agreement, as applicable, (ii) the date that is 12 months prior to the expiration of a franchise agreement or 300 days prior to the expiration of a manchise agreement, as applicable, if the franchise or manchise agreement is not extended or renewed, (iii) the occurrence of an event of default by the Princeton Marriott at Forrestal Borrower, or franchisor under the franchise agreement or manager under the manchise agreement, as applicable, (iv) any bankruptcy action of any franchisor or manager under the franchise agreement or manchise agreement, as applicable, or (v) if any franchisor under a franchise agreement or manager under the manchise agreement, as applicable, requires the Princeton Marriott at Forrestal Borrower to perform or otherwise satisfy any PIP work, the earlier of (a) the date that is 12 months prior to the date any PIP work is scheduled to commence and (b) the date on which the Princeton Marriott at Forrestal Borrower and franchisor or manager, as applicable, finalize the budget and scope of the PIP work. A PIP Trigger Event will continue until, with regard to clause (i) above, the unconditional revocation or rescission of the termination or cancellation notice by the franchisor or manager, as applicable, or the applicable franchisor or manager is replaced with a replacement franchise agreement with a qualified franchisor or replacement manchise agreement with a qualified manager, with regard to clause (ii) above, the applicable franchisor or manager is replaced with a replacement franchise agreement with a qualified franchisor or replacement manchise agreement with a qualified manager, with regard to clause (iii) above, (a) relating to an event of default by the Princeton Marriott at Forrestal Borrower, such event of default is cured and is accepted by the lender and franchisor or manager, as applicable, or (b) relating to an event of default by the franchisor or manager, as applicable, such event of default is cured or the applicable franchisor or manager is replaced with a replacement franchise agreement with a qualified franchisor or replacement manchise agreement with a qualified manager, with regard to clause (iv) above, such bankruptcy action is dismissed within 120 days of such filing, or with regard to clause (v) above, (a) the completion of all PIP work to the satisfaction of the franchisor or manager under the franchise agreement or manchise agreement, as applicable, (b) the Princeton Marriott at Forrestal Borrower pays all costs and expenses and (c) the Princeton Marriott at Forrestal Borrower delivers to the lender evidence of the satisfaction of the foregoing conditions.

 

Additional Secured Indebtedness (not including trade debts). Not permitted.

 

Mezzanine Loan and Preferred Equity. Not permitted.

 

Release of Property. Not permitted.

 

Terrorism Insurance. The Princeton Marriott at Forrestal Borrower is required to obtain and maintain property insurance, commercial general liability insurance, and business income or rental loss insurance that covers perils of terrorism and acts of terrorism, both foreign and domestic.

 

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

 

 

4130 South New Braunfels Avenue 

San Antonio, TX 78223

Collateral Asset Summary – Loan No. 9 

McCreless Market 

Cut-off Date Balance: 

Cut-off Date LTV Ratio: 

UW NCF DSCR: 

UW NOI Debt Yield: 

$20,475,000 

56.9% 

2.56x 

12.7% 

 

(graphic) 

 

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

 

 

4130 South New Braunfels Avenue 

San Antonio, TX 78223

Collateral Asset Summary – Loan No. 9 

McCreless Market 

Cut-off Date Balance: 

Cut-off Date LTV Ratio: 

UW NCF DSCR: 

UW NOI Debt Yield: 

$20,475,000 

56.9% 

2.56x 

12.7% 

 

(graphic) 

 

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

 

 

4130 South New Braunfels Avenue 

San Antonio, TX 78223

Collateral Asset Summary – Loan No. 9 

McCreless Market 

Cut-off Date Balance: 

Cut-off Date LTV Ratio: 

UW NCF DSCR: 

UW NOI Debt Yield: 

$20,475,000 

56.9% 

2.56x 

12.7% 

 

(graphic) 

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

 

 

4130 South New Braunfels Avenue 

San Antonio, TX 78223

Collateral Asset Summary – Loan No. 9 

McCreless Market 

Cut-off Date Balance: 

Cut-off Date LTV Ratio: 

UW NCF DSCR: 

UW NOI Debt Yield: 

$20,475,000 

56.9% 

2.56x 

12.7% 

 

Mortgage Loan Information   Mortgaged Property Information
Mortgage Loan Seller: CIBC   Single Asset/Portfolio: Single Asset

Credit Assessment 

(Fitch/KBRA/Moody’s): 

NR/NR/NR   Location: San Antonio, TX 78223
  General Property Type: Retail
Original Balance: $20,475,000   Detailed Property Type: Anchored
Cut-off Date Balance: $20,475,000   Title Vesting: Fee Simple
% of Initial Pool Balance: 3.2%   Year Built/Renovated: 1994, 2008, 2017, 2018/N/A
Loan Purpose: Acquisition   Size: 171,477 SF
Borrower Sponsors: Jeffrey Lindenberger; Todd Mason; J. Fred Baca; David Kayle; Zachary Kayle   Cut-off Date Balance per SF: $119
  Maturity Date Balance per SF: $119
Mortgage Rate: 4.7000%   Property Manager: MLB Capital Partners Management Services L.L.C. (borrower-related)
Note Date: 11/29/2018    
First Payment Date: 1/1/2019      
Maturity Date: 12/1/2028      
Original Term to Maturity: 120 months      
Original Amortization Term: 0 months      
IO Period: 120 months      
Seasoning: 0 months      
Prepayment Provisions: LO (24); YM1 (94); O (2)      
Lockbox/Cash Mgmt Status: Springing/Springing      
Additional Debt Type: N/A      
Additional Debt Balance: N/A   Underwriting and Financial Information
Future Debt Permitted (Type): No (N/A)   UW NOI: $2,602,965
Reserves(1)   UW NOI Debt Yield: 12.7%
Type Initial Monthly Cap   UW NOI Debt Yield at Maturity: 12.7%
RE Tax: $47,766 $47,766 N/A   UW NCF DSCR: 2.56x
Insurance: $23,727 $6,678 N/A   Most Recent NOI(2): N/A
Replacements: $50,000 Springing $50,000   2nd Most Recent NOI(2): N/A
TI/LC: $500,000 Springing $500,000   3rd Most Recent NOI(2): N/A
Grandpa's Pizza TI: $52,800 $0 N/A   Most Recent Occupancy: 96.6% (11/28/2018)
Luxx Nail Bar TI: $46,000 $0 N/A   2nd Most Recent Occupancy(2): N/A
Arby's TI: $58,000 $0 N/A   3rd Most Recent Occupancy(2): N/A
Taco Bell LC: $23,000 $0 N/A   Appraised Value (as of): $36,000,000 (10/17/2018)
Cinemark Lease Trigger: $0 Springing N/A   Cut-off Date LTV Ratio: 56.9%
Marshalls Lease Trigger: $0 Springing N/A   Maturity Date LTV Ratio: 56.9%
               
Sources and Uses
Sources Proceeds % of Total   Uses Proceeds % of Total
Loan Amount: $20,475,000 62.3%   Purchase Price: $30,750,000 93.6%
Borrower Equity: $12,375,615       37.7%   Reserves: $801,292 2.4%
        Closing Costs: $1,299,323 4.0%
Total Sources: $32,850,615 100.0%   Total Uses: $32,850,615 100.0%

 

 

(1)See “Escrows and Reserves” below for further discussion of reserve requirements.

(2)Prior to the McCreless Market Borrower’s (as defined below) acquisition of the McCreless Market Property (as defined below), it was owned and operated by a third party as part of a larger development and as such, historical NOI and occupancy is unavailable.

 

The Mortgage Loan. The ninth largest mortgage loan (the “McCreless Market Mortgage Loan”) is evidenced by a promissory note with an original principal balance of $20,475,000, which is secured by a first priority fee mortgage encumbering a 171,477 SF anchored retail property located in San Antonio, Texas (the “McCreless Market Property”). Proceeds of the McCreless Market Mortgage Loan, together with $12,375,615 in borrower equity, were used to purchase the McCreless Market Property, pay closing costs, and fund reserves.

 

The Borrower and the Borrower Sponsors. The borrower is McCreless Market, LLC (the “McCreless Market Borrower”), a single-purpose Delaware limited liability company. Jeffrey Lindenberger, Todd Mason, J. Fred Baca, David Kayle and Zachary Kayle are the non-recourse carveout guarantors and borrower sponsors of the McCreless Market Mortgage Loan. The McCreless Market Borrower is 100.0% owned by McCreless SC, LP which is 20.0% owned by the general partner, McCreless SC GP, LLC and 80.0% owned by limited partners. McCreless SC GP, LLC is owned 50.0% by MLB Capital Partners, LLC and 50.0% by Outlier Capital, LLC. MLB Capital Partners, LLC is owned 37.5% by Mr. Lindenberger, 37.5% by Mr. Mason and 25% by Mr. Baca. Outlier Capital, LLC is owned equally by David Kayle and Zachary Kayle.

 

Todd Mason, Jeffrey Lindenberger, and J. Fred Baca are principals at MLB Capital Partners, LLC with 80 years of collective real estate experience. MLB Capital Partners, LLC has a portfolio that includes office, retail and lifestyle properties. Todd Mason has 25 years of real estate experience as a principal

 

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

 

 

4130 South New Braunfels Avenue 

San Antonio, TX 78223

Collateral Asset Summary – Loan No. 9 

McCreless Market 

Cut-off Date Balance: 

Cut-off Date LTV Ratio: 

UW NCF DSCR: 

UW NOI Debt Yield: 

$20,475,000 

56.9% 

2.56x 

12.7% 

 

and consultant with experience in land and investment sales, property acquisition, asset management, and brokerage. In December of 2012, Todd Mason sold his brokerage operation, Mason Partners, to Avison Young. Jeffrey Lindenberger has 13 years of commercial real estate experience. Jeffrey Lindenberger was a broker and shareholder with McDade, Smith, Gould, Johnston, Mason + Company from 2004 to 2010. Since 2004, Jeffrey Lindenberger and Todd Mason has closed more than $1 billion in transactions together. J. Fred Baca has over 40 years of commercial real estate experience, including as president of Colliers International in Houston from 2001 until 2009. David Kayle and Zachary Kayle are principals at Outlier Capital, LLC. David Kayle has over 30 years of real estate experience, including as director of real estate at HEB for 11 years until 2007. David Kayle also spent six years at Boxer Property in acquisitions.

 

The Property. The McCreless Market Property is a 171,477 SF anchored retail property located in San Antonio, Texas, within Bexar County, approximately 4.5 miles south of downtown San Antonio. The McCreless Market Property is anchored by Cinemark, Marshalls and Bealls and shadow anchored by an approximately 142,000 SF corporate-owned HEB Plus. The McCreless Market Property is situated on a 26.8-acre site with seven curb-cut access points, including two signalized intersections along South New Braunfels Avenue and direct access from and frontage along Highway 281 (Interstate 37) (125,797 vehicles per day), in addition to access and visibility along East South Cross (21,762 vehicles per day) and South New Braunfels Avenue (8,731 vehicles per day).

 

An affiliate of HEB, a family owned regional supermarket chain founded in 1905 with 340 stores in Texas and 55 in Mexico and 2017 sales of approximately $25 billion, purchased the retail development formerly known as McCreless Mall in 2006 with plans for a retail development anchored by its HEB Plus concept, a one-stop shop for groceries, electronics, toys, housewares, grilling and outdoor equipment, and party supplies. The completed development includes the McCreless Market Property and the following improvements which are not part of the collateral for the McCreless Market Mortgage Loan: (i) the HEB Plus store and its connected in-line spaces, (ii) a HEB gas station and (iii) a pad building occupied by Golden Chick. According to HEB, the grand opening of the HEB Plus location in August 2008 resulted in the single largest sales day and week for any store in HEB company history. The McCreless Market Borrower acquired the McCreless Market Property for $30,750,000 from the HEB affiliate at loan origination.

 

The McCreless Market Property was built in phases in 2008, 2017 and 2018 and also includes one pad building retained from the original development built in 1994. The McCreless Market Property consists of 5 one-story, multi-tenant buildings totaling 144,346 SF, one pad site with a 3,500 SF free-standing single tenant building, 5 pad sites ground leased to single-tenants totaling 22,785 SF and two vacant land parcels available for future pad sites, each approximately 0.80 acres. The total square footage at the McCreless Market Property of 171,477 SF also includes 846 SF of non-leasable space that does not have access to utilities. The McCreless Market Property includes 1,104 surface parking spots.

 

As of November 28, 2018, the McCreless Market Property is 96.6% leased to a diverse mix of 30 local, regional and national tenants (excludes a lease for zero SF to Via Bus for the municipality to have bus stop at the McCreless Market Property). The McCreless Market Property is anchored by a 10-screen Cinemark (17.7% of NRA, 16.7% of underwritten base rent), Marshalls (16.3% of NRA, 9.2% of underwritten base rent) and Bealls (15.4% of NRA, 8.0% of underwritten base rent). No other tenant comprises more than 4.8% of NRA. For the 2017 calendar year, Cinemark reported sales of $127 PSF or approximately $385,000 per screen (occupancy cost of 13.6%), Marshalls reported sales of $328 PSF (occupancy cost of 5.0%), and Bealls reported sales of $116 PSF (occupancy cost of 13.1%).

 

Major Tenants.

 

Cinemark (30,425 SF, 17.7% of NRA, 16.7% of underwritten base rent). Headquartered in Plano, TX, Cinemark (NYSE: CNK) operates 541 theaters with 6,014 screens in the United States and Latin America as of September 30, 2018. Cinemark has been a tenant at the McCreless Market Property since 2008 under a lease dated May 23, 2007. Prior to the construction of its existing premises, Cinemark (as successor to Santikos Theatres) had occupied space at the subject location but in a different space since 1990. On April 19, 2018, Cinemark extended its lease through October 31, 2023 and two 5-year options remain with no termination options. Cinemark reported sales in 2017 of $3,850,109 which equates to $127 PSF and a 13.6% occupancy cost compared to the national chain average of approximately $112 PSF.

 

Marshalls (28,000 SF, 16.3% of NRA, 9.2% of underwritten base rent). Marshalls is owned by the TJX Companies, Inc. (NYSE: TJX), the leading off-price apparel and home fashions retailer in the United States and worldwide. TJX Companies, Inc. offers a changing assortment of brand name and designer merchandise generally at discounted prices. TJ Maxx and Marshalls chains are collectively the largest off-price retailer in the United States with a total of 2,285 stores, which includes 1,062 Marshalls stores at the end of fiscal year 2018. Marshalls has been a tenant at the McCreless Market Property since 2008 under a lease dated December 21, 2007. On February 13, 2018, Marshalls extended its lease through August 31, 2023 and three 5-year options remain with no termination options. Marshalls reported sales in 2017 of $9,194,012 which equates to $328 PSF and a 5.0% occupancy cost. Marshalls’ reported sales has increased each year from 2014 to 2017.

 

Bealls (26,460 SF, 15.4% of NRA, 8.0% of underwritten base rent). Bealls is a chain of department stores owned by Stage Stores Inc. and headquartered in Houston, TX. Bealls specializes in retailing brand name apparel, accessories, cosmetics, footwear and housewares. Stages Stores operates approximately 800 stores across 42 states under the Bealls, Palais Royal, Peebles, Stage and Goody’s nameplates. Bealls has been a tenant at the McCreless Market Property since 2008 under a lease dated June 7, 2007. Prior to the construction of the existing premises, Bealls (as successor to Palais Royal, Inc.) had occupied space at the subject location but in a different space since 1995. On April 19, 2018, Bealls extended its lease through January 31, 2024 and one 5-year option remains with no termination options. Bealls reported sales in 2017 of $3,065,865 which equates to $116 PSF and a 13.1% occupancy cost compared to the national chain average of approximately $102 PSF.

 

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

 

 

4130 South New Braunfels Avenue 

San Antonio, TX 78223

Collateral Asset Summary – Loan No. 9 

McCreless Market 

Cut-off Date Balance: 

Cut-off Date LTV Ratio: 

UW NCF DSCR: 

UW NOI Debt Yield: 

$20,475,000 

56.9% 

2.56x 

12.7% 

 

The following table presents a summary regarding the largest tenants at the McCreless Market Property:

 

Tenant Summary(1)
Tenant Name Credit Rating (Fitch/Moody’s/S&P)(2) Tenant
SF
% of
Collateral SF
Annual UW
Rent
% of Annual UW Rent Annual UW Rent PSF(3)

2017 Sales 

Occ.
Cost %(4)
Lease Expiration
$ PSF
Anchor Tenants                    
Cinemark NR/NR/BB 30,425 17.7% $493,189 16.7% $16.21 $3,850,109 $127 13.6% 10/31/2023
Marshalls NR/A2/A+ 28,000 16.3% $273,000 9.2% $9.75 $9,194,012 $328 5.0% 8/31/2023
Bealls NR/NR/NR 26,460 15.4% $238,140 8.0% $9.00 $3,065,865 $116 13.1% 1/31/2024
Total Anchor Tenants   84,885 49.5% $1,004,329 33.9% $11.83        
                     
Other Tenants(5)   80,686 47.1% $1,956,836 66.1% $24.25        
Non-Leasable   846 0.5% $0 0.0% $0.00        
Vacant   5,060 3.0% $0 0.0% $0.00        
Total/Wtd. Avg.   171,477 100.0% $2,961,165 100.0% $17.88        

 

 

(1)Information is based on the underwritten rent roll.

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

(3)Wtd. Avg. Annual UW Rent PSF excludes non-leasable and vacant space.

(4)Occ. Cost % is based on contractual rent and underwritten reimbursements divided by 2017 sales.

(5)Includes Taco Bell, which has taken possession of its pad site and has commenced paying rent, but has not yet completed its build-out.

 

The following table presents historical sales information for major tenants at the McCreless Market Property:

 

Historical Sales Summary(1)
  2014 Sales 2015 Sales   2016 Sales   2017 Sales
Tenant Sales ($) Sales (PSF) Occ. Cost(2) Sales ($) Sales (PSF) Occ. Cost(2)   Sales ($) Sales (PSF) Occ. Cost(2)   Sales ($) Sales (PSF) Occ. Cost(2)
Cinemark  $3,708,637 $122 14.1%  $3,822,413 $126 13.7%   $3,886,896 $128 13.4%   $3,850,109 $127 13.6%
Marshalls $6,499,307 $232 7.1% $7,441,487 $266 6.2%   $8,415,907 $301 5.5%   $9,194,012 $328 5.0%
Bealls $3,859,110 $146 10.4% $3,578,917 $135 11.2%   $3,185,457 $120 12.6%   $3,065,865 $116 13.1%
Shoe Carnival $1,051,595 $128 19.8% $2,203,859 $269 9.5%   $2,420,205 $295 8.6%   N/A N/A N/A
Rue 21 $958,800 $213 12.3% $977,392 $217 12.0%   $976,317 $217 12.0%   N/A N/A N/A
Children’s Place $1,209,602 $302 8.4% $1,178,623 $294 8.6% $1,325,417 $331 7.7%   $1,473,886 $368 6.9%
Taco Cabana $3,581,996 $968 5.3% $3,887,440 $1,051 4.9%   $4,100,077 $1,108 4.7%   $3,874,902 $1,047 4.9%
Eyemart Express $1,251,098 $357 9.2% $1,299,323 $371 8.8%   $1,382,005 $395 8.3%   N/A N/A N/A
Fantasy Nails $395,743 $170 14.6% N/A N/A N/A   N/A N/A N/A   $520,701 $224 11.1%
Great Clips $351,817 $293 13.5% $368,736 $307 12.9%   $354,857 296 13.4%   $408,745 $341 11.6%
Total/Wtd. Avg. $22,867,705 $204 9.7% $24,758,190 $225 8.7%   $26,047,138 $237 8.3%   $22,388,220 $233 8.0%

 

 

(1)Information is based on the underwritten rent roll.

(2)Occ. Cost is based on contractual rent and underwritten reimbursements divided by the respective year’s reported sales.

 

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

 

 

4130 South New Braunfels Avenue 

San Antonio, TX 78223

Collateral Asset Summary – Loan No. 9 

McCreless Market 

Cut-off Date Balance: 

Cut-off Date LTV Ratio: 

UW NCF DSCR: 

UW NOI Debt Yield: 

$20,475,000 

56.9% 

2.56x 

12.7% 

 

The following table presents certain information relating to the lease rollover at the McCreless Market Property:

 

Lease Rollover Schedule(1)(2)
Year # of Leases Rolling SF Rolling Approx. % of Total SF Rolling Approx. Cumulative % of SF Rolling UW Base Rent PSF Rolling(3) Total UW Base Rent Rolling Approx. % of Total Rent Rolling Approx. Cumulative % of Total Rent Rolling
MTM 0  0 0.0% 0.0%  $0.00            $0 0.0% 0.0%
2018  0  0 0.0% 0.0%  $0.00        $0 0.0% 0.0%
2019  5 14,672 8.6% 8.6%  $24.92            $365,680 12.3% 12.3%
2020 1 4,500 2.6% 11.2% $18.50            $83,250 2.8% 15.2%
2021  3  7,538 4.4% 15.6%  $19.12        $144,156 4.9% 20.0%
2022  1  3,700 2.2% 17.7%  $50.54        $186,990 6.3% 26.3%
2023  11  79,891 46.6% 64.3%  $15.93        $1,272,647 43.0% 69.3%
2024  2 29,260 17.1% 81.4%  $10.72              $313,740 10.6% 79.9%
2025 2  4,825 2.8% 84.2%  $19.10            $92,138 3.1% 83.0%
2026  0  0 0.0% 84.2%  $0.00            $0 0.0% 83.0%
2027  0  0 0.0% 84.2%  $0.00            $0 0.0% 83.0%
2028 3 10,885 6.3% 90.5% $31.01  $337,564 11.4% 94.4%
2029 & Beyond  2  10,300 6.0% 96.6%  $16.02        $165,000 5.6% 100.0%
Non-Leasable 0 846 0.5% 97.0%  $0.00 $0 0.0% 100.0%
Vacant 0 5,060 3.0% 100.0%  $0.00 $0 0.0% 100.0%
Total/Wtd. Avg. 30 171,477 100.0%   $17.88 $2,961,165 100.0%  

 

 

(1)Information is based on the underwritten rent roll.

(2)Certain tenants may have lease termination options that are exercisable prior to the stated expiration date of the subject lease or leases which are not considered in the lease rollover schedule.

(3)Wtd. Avg. UW Base Rent PSF Rolling excludes non-leasable and vacant space.

 

The Market. The McCreless Market Property is located in San Antonio, Texas. According to the appraisal, San Antonio is the seventh largest city by population (within the city limits) in the nation and is the center of economic activity for the South Texas area. San Antonio, the county seat of Bexar County, is located 150 miles north of the Mexico border, 70 miles south of Austin, 190 miles west of Houston and 250 miles south of Dallas. San Antonio lies within an eight-county area known as the San Antonio Metropolitan Statistical Area (“San Antonio MSA”). As of 2015, the San Antonio MSA had a population of approximately 2.38 million. The San Antonio MSA experienced significant population growth over the last several decades, with increases of 21.7% between 1980 and 1990, 20.2% between 1990 and 2000, and 20.1% between 2000 and 2010. The San Antonio MSA benefits from a diverse array of major industries including tourism, insurance, healthcare/biotechnology, military, telecommunications/telemarketing, and oil.

 

The neighborhood area surrounding the McCreless Market Property is suburban in nature with a mixture of commercial/retail, multi-family residential, and special purpose developments along major arteries, and single-family developments along secondary arteries. The neighborhood area has experienced limited growth in commercial and residential developments over the past several years, as much of the area has long-standing developments. The main anchor in this area of San Antonio is the retail development of which the McCreless Market Property is a part of as well as The Republic Golf Club in the southern portion of the surrounding neighborhood.

 

Property uses immediately surrounding the McCreless Market Property include a retail power center anchored by Dollar Tree to the north and single-family residences to the east, west and south. To the immediate northeast of the McCreless Market Property is the retail development anchored by HEB Plus that shadow anchors the McCreless Market Property. The majority of the commercial development in the neighborhood area lies along South New Braunfels Avenue and Goliad Road. These developments mainly consist of free-standing restaurants, smaller strip-retail developments, and smaller in-line retail developments. The McCreless Market Property is one of the newest retail developments in the area and is the only large retail center of its kind in the neighborhood area. According to a third party market research report, the 2018 estimated population within a one-, three-, and five-mile radius of the McCreless Market Property is 18,660, 119,094 and 279,301, respectively. The 2018 estimated average household income within the same radii was $44,983, $46,739, and $46,375, respectively.

 

According to a third party market research report, the McCreless Market Property is located within the San Antonio retail market, which contained approximately 133.4 million SF of retail space as of the third quarter of 2018. The San Antonio retail market reported a vacancy rate of 3.7% with an average rental rate of $15.97 PSF as of the third quarter of 2018. According to a third party market research report, the McCreless Market Property is located within the South retail submarket, which contained approximately 16.7 million SF of retail space as of the third quarter of 2018. The South retail submarket reported a vacancy rate of 2.6% with an average rental rate of $14.06 PSF.

 

The appraisal surveyed comparable leases in the area and concluded to the following market rents at the McCreless Market Property: (i) $25.00 PSF NNN for EyeMart, (ii) $28.00 PSF NNN for small in-line tenants (< 3,000 SF), (iii) $18.50 PSF NNN for large in-line tenants (> 3,000 SF), (iv) $9.50 PSF NNN for anchor tenants and (v) $16.20 PSF base year for the movie theater tenant. The appraiser concluded to a stabilized vacancy and credit loss of 5.0%.

 

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

 

 

4130 South New Braunfels Avenue 

San Antonio, TX 78223

Collateral Asset Summary – Loan No. 9 

McCreless Market 

Cut-off Date Balance: 

Cut-off Date LTV Ratio: 

UW NCF DSCR: 

UW NOI Debt Yield: 

$20,475,000 

56.9% 

2.56x 

12.7% 

 

The following tables presents recent leasing data at competitive retail properties with respect to the McCreless Market Property:

 

 Comparable Retail Leases

Property Name/ 

Location 

Year Built/ 

Renovated 

Size (SF) Tenant Type Tenant Name Lease Size (SF) Lease Date Lease Term (Years)

Rent PSF  

(NNN) 

McCreless Market 

San Antonio, TX

1994, 2008, 2017, 2018/N/A 171,477(1)

Movie Theater 

Anchor 

In-Line > 3,000 SF 

In-Line < 3,000 SF 

Cinemark(1) 

Marshalls, Bealls 

Various 

Various 

30,425(1) 

26,460-28,000 

Various 

Various 

2008 

2008 

Various 

Various 

15 

15-15.75 

Various 

Various 

$16.21(1)
$9.00-$9.75 

$17.50-$25.00 

$17.00-$31.75 

Studio Movie Grill
Lewisville, TX
1997/2007 35,278 Movie Theater Studio Movie Grill 35,278 2007 20 $13.00
Regal Cinemas
Fort Worth, TX
1996/2015 50,766 Movie Theater Regal Cinemas 50,766 2015 15 $14.77
Cinemark Movie Theater
San Antonio, TX
1988/N/A 44,904 Movie Theater Cinemark 44,904 1998 20 $9.66
Creekside Cinemas
New Braunfels, TX
2010/N/A 45,324 Movie Theater Creekside Cinemas 45,324 2012 20 $17.00
Crosstowne Mercado
San Antonio, TX
1975/N/A 203,033 Anchor
In-Line
Goodwill
Payless Shoe
18,068
3,000
2018
2010
10
10
$13.00
$20.40
Bandera Oak Plaza
San Antonio, TX
1984/2017 99,151 Anchor Conn’s 39,222 2017 10 $8.25
Ingram Festival Shopping Center
San Antonio, TX
1995/N/A 196,772 Anchor Forever 21 Red 22,253 2016 10 $13.25
Huebner Commons
San Antonio, TX
2015/N/A 8,824 In-Line N/A 2,206 2016 5 $28.00
Mattress Firm
San Antonio, TX
2015/N/A 3,920 In-Line Mattress Firm 3,920 2015 11 $36.00
Hausman Village
San Antonio, TX
2007/N/A 42,820 In-Line N/A 3,002 2018 5 $24.00
Additional In-Line Retail
San Antonio, Texas
N/A/N/A N/A In-Line
In-Line
Ulta Salon
Dress Barn
12,600
8,500
2014
2018
10
4
$20.00
$19.25

 

 

Source: Appraisal

(1)Based on the underwritten rent roll.

 

Comparable Retail Ground Leases

Property Name/ 

Location 

Year Built Tenant Type Tenant Name Lease Size (Land SF) Lease Size (Building SF) Lease Date Lease Term (Years)

Rent PSF 

(Land) 

McCreless Market
San Antonio, TX
1994, 2008, 2017, 2018 Ground Lease Discount Tire(1),
Chick-Fil-A, Frost Bank, Taco Cabana, Taco Bell
41,486-66,224 3,000-7,300(1) Various Various $1.31-$4.16
Texas Dow Employees Credit Union
Dickinson, TX
N/A Ground Lease Texas Dow Employees Credit Union 60,113 2,362 N/A 29 $2.46
Compass Bank
San Antonio, TX
1997 Ground Lease Compass Bank 39,204 3,087 N/A N/A $1.45
Natural Grocers
Corpus Christi, TX
N/A Ground Lease Natural Grocers 66,211 N/A N/A 15 $4.62
Nicha’s Restaurant
San Antonio, TX
N/A Ground Lease Nicha’s Restaurant 50,268 N/A N/A N/A $1.67
BJ’s Restaurant
McAllen, TX
N/A Ground Lease BJ’s Restaurant 75,185 N/A N/A 20 $4.18
Advance Auto Parts
San Marcos, TX
N/A Ground Lease Advance Auto Parts 33,541 N/A 2016 15 $3.92
Chase Bank
San Antonio, TX
2006 Ground Lease Chase Bank 42,776 4,381 N/A 20 $4.79
McDonald’s
Brownsville, TX
N/A Ground Lease McDonald’s 33,106 N/A N/A 20 $2.29
Harlingen Corners
Harlingen, TX
2008 Ground Lease
Ground Lease
Logan’s Roadhouse
CEC Entertainment
70,567
80,555
N/A
N/A
N/A
N/A
20
10
$1.84
$1.37

 

 

Source: Appraisal

(1)Based on the underwritten rent roll.

 

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

 

 

4130 South New Braunfels Avenue 

San Antonio, TX 78223

Collateral Asset Summary – Loan No. 9 

McCreless Market 

Cut-off Date Balance: 

Cut-off Date LTV Ratio: 

UW NCF DSCR: 

UW NOI Debt Yield: 

$20,475,000 

56.9% 

2.56x 

12.7% 

 

Operating History and Underwritten Net Cash Flow. The following table presents certain information relating to the historical operating performance and the Underwritten Net Cash Flow at the McCreless Market Property:

 

Cash Flow Analysis(1)
  2015 2016 2017 TTM UW UW PSF
Rents In Place(2) N/A N/A N/A N/A $2,961,165 $17.27
Vacant Rent(3) N/A N/A N/A N/A $141,680 $0.83
Total Recoveries(4) N/A N/A N/A N/A $889,177 $5.19
Vacancy & Credit Loss(5) N/A N/A N/A N/A ($199,601) ($1.16)
Other Income(6)

N/A

N/A

N/A

N/A

$6,200

$0.04

Effective Gross Income N/A N/A N/A N/A $3,798,621 $22.15
Total Expenses

N/A

N/A

N/A

N/A

$1,195,657

$6.97

Net Operating Income N/A N/A N/A N/A $2,602,965 $15.18
Capital Expenditures N/A N/A N/A N/A $19,788 $0.12
TI/LC

N/A

N/A

N/A

N/A

$89,168

$0.52

Net Cash Flow N/A N/A N/A N/A $2,494,008 $14.54
             
Occupancy % N/A N/A N/A N/A 95.0%  
NOI DSCR N/A N/A N/A N/A 2.67x  
NCF DSCR N/A N/A N/A N/A 2.56x  
NOI Debt Yield N/A N/A N/A N/A 12.7%  
NCF Debt Yield N/A N/A N/A N/A 12.2%  

 

 

(1)Prior to the McCreless Market Borrower’s acquisition of the McCreless Market Property, it was owned and operated by a third party as part of a larger development and as such, no historical NOI or occupancy is available.

(2)Rents in Place is based on leases in place including rent steps for Bealls (February 2019), FastMed (November 2019), T-Mobile (February 2019) and Arby’s (September 2019).

(3)Vacant Rent is based on the appraisal’s concluded market rent.

(4)Total Recoveries is based on the contractual leases in-place which are triple net reimbursement structures, except for Cinemark which reimburses over a base year. Eligible expenses include real estate taxes, property insurance and CAM. Most tenants also pay an administrative fee equal to 10% or 15%.

(5)UW Vacancy & Credit Loss is based on the appraiser’s concluded vacancy and credit loss of 5% which is higher than the in-place economic vacancy.

(6)Other Income is based on the appraiser’s conclusions which consists of pylon signage income.

 

Escrows and Reserves. The McCreless Market Borrower deposited into escrow at origination (i) $47,766 for annual estimated real estate taxes, (ii) $23,727 for annual insurance premiums, (iii) $50,000 for replacements and (iv) $500,000 for tenant improvement and leasing commissions (“TI/LC”). The McCreless Market Borrower is required to escrow monthly (i) 1/12 of the annual estimated tax payments, (ii) 1/12 of the annual estimated insurance premiums, (iii) approximately $2,143 for replacements, subject to a cap of $50,000 and (iv) approximately $14,290 for TI/LCs, subject to a cap of $500,000. In addition, at loan origination, the McCreless Market Borrower deposited (i) $52,800, $46,000 and $58,000 into reserve accounts for tenant improvement obligations owed to Grandpa’s Pizza, Luxx Nail Bar and Arby’s, respectively, and (ii) $23,000 for leasing commissions owed for the Taco Bell lease.

 

During the occurrence and continuation of a Cinemark Lease Trigger Period (as defined below), excess cash will be deposited into a reserve, the “Cinemark Lease Trigger Reserve” to be held for leasing costs for the Cinemark space. During the occurrence and continuation of a Marshalls Lease Trigger Period (as defined below), excess cash will be deposited into a reserve, the “Marshalls Lease Trigger Reserve” to be held for leasing costs for the Marshalls space.

 

Lockbox and Cash Management. The McCreless Market Mortgage Loan has a springing lockbox with springing cash management upon the commencement of a Cash Management Period (as defined below). Upon the first occurrence of a Cash Management Period, the McCreless Market Borrower is required to establish a lockbox and direct tenants, pursuant to tenant direction letters, to deposit all rents and other amounts due under their respective leases directly into the lockbox. During any Cash Management Period, funds in the lockbox will be applied on each monthly payment date in the order set forth in the McCreless Market Mortgage Loan agreement to pay debt service on the McCreless Market Mortgage Loan, to fund the required reserves deposits as described above under “Escrows and Reserves”, to pay monthly operating expenses and capital expenses referenced in the annual budget approved by the lender, to pay extraordinary operating expenses approved by the lender, and to disburse the remainder to an account to be held by the lender (during the continuance of a (i) Cinemark Lease Trigger Period, to a reserve held by the lender for re-tenanting the Cinemark space or (ii) Marshalls Lease Trigger Period, to a reserve held by the lender for re-tenanting the Marshalls space) as additional security for the McCreless Market Mortgage Loan. If during the continuance of a Cash Management Period an event of default exists under the McCreless Market Mortgage Loan, the lender may apply the amounts in the lockbox in any order or manner in its sole discretion.

 

A “Cash Management Period” will commence upon the occurrence of (i) an event of default under the McCreless Mortgage Loan documents and will continue until such event of default has been cured and such cure has been accepted by the lender; (ii) the debt service coverage ratio (based on a 30-year amortization) being less than 1.15x and will continue until the debt service coverage ratio (based on a 30-year amortization) is at least 1.20x for two consecutive calendar quarters; (iii) the commencement of a Cinemark Lease Trigger Period and will continue until the Cinemark Lease Trigger Period has ended; or (iv) the commencement of a Marshalls Lease Trigger Period and will continue until the Marshalls Lease Trigger Period has ended.

 

A “Cinemark Lease Trigger Period” will commence upon the occurrence of (i) Cinemark, any direct or indirect parent of Cinemark or any guarantor of Cinemark’s lease filing for bankruptcy; (ii) Cinemark surrendering, canceling or terminating its lease prior to its then current expiration date; (iii) the date that is six months prior to Cinemark’s then-current lease expiration date or Cinemark failing to exercise the next renewal or extension option contained in the Cinemark lease prior to the deadline for Cinemark to do so; or (iv) Cinemark going dark, vacating its premises or giving notice that it intends to discontinue its business at its premises. A Cinemark Lease Trigger Period will continue until (A) in the case of clause (i) above, either (a) such bankruptcy

 

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

 

 

4130 South New Braunfels Avenue 

San Antonio, TX 78223

Collateral Asset Summary – Loan No. 9 

McCreless Market 

Cut-off Date Balance: 

Cut-off Date LTV Ratio: 

UW NCF DSCR: 

UW NOI Debt Yield: 

$20,475,000 

56.9% 

2.56x 

12.7% 

 

has terminated and Cinemark’s lease has been affirmed, assumed or assigned in a manner reasonably satisfactory to the lender, or (b) at least 75% of Cinemark’s leased premises is leased to a replacement tenant and the tenant is in occupancy of its premises, paying full, unabated rent, and all landlord obligations have been performed (together, a “Cinemark Lease Retenanting Event”); (B) in the case of clause (ii) above, the occurrence of a Cinemark Lease Retenanting Event; (C) in the case of clauses (iii) above, either (a) the occurrence of a Cinemark Lease Retenanting Event, or (b) the renewal or extension of the Cinemark lease on terms reasonably acceptable to the lender; or (D) in the case of clause (iv) above, either (a) the occurrence of a Cinemark Lease Retenanting Event, or (b) Cinemark re-opens for business with the public in substantially all of its space for not less than 60 consecutive days, the Cinemark lease is in full force and effect under the same terms and conditions as when it went dark, and Cinemark is not in default under its lease; or (E) in the case of clause (i), (ii), (iii) and (iv) above, the date on which the aggregate amount of funds in the Cinemark Lease Trigger Reserve and the TI/LC reserve is equal to $912,750, provided, however, that if the Cinemark space has been leased to one or more leases, which, in aggregate, require the McCreless Market Borrower to incur leasing costs which, in the lender’s determination, exceed $912,750.

 

A “Marshalls Lease Trigger Period” will commence upon the occurrence of any of the following if a Cinemark Lease Trigger Period occurs and is continuing: (i) Marshalls, any direct or indirect parent of Marshalls or any guarantor of Marshalls’ lease filing for bankruptcy; (ii) Marshalls surrendering, canceling or terminating its lease prior to its then current expiration date; (iii) Marshalls failing to exercise the next renewal or extension option contained in the Marshalls lease prior to the deadline for Marshalls to do so; or (iv) Marshalls going dark, vacating its premises or giving notice that it intends to discontinue its business at its premises. A Marshalls Lease Trigger Period will continue until (A) in the case of clause (i) above, either (a) such bankruptcy has terminated and Marshalls’ lease has been affirmed, assumed or assigned in a manner reasonably satisfactory to the lender, or (b) at least 75% of Marshalls’ leased premises is leased to a replacement tenant and the tenant is in occupancy of its premises, paying full, unabated rent, and all landlord obligations have been performed (together, a “Marshalls Lease Retenanting Event”); (B) in the case of clause (ii) above, the occurrence of a Marshalls Lease Retenanting Event; (C) in the case of clauses (iii) above, either (a) the occurrence of a Marshalls Lease Retenanting Event, or (b) the renewal or extension of the Marshalls lease on terms reasonably acceptable to the lender; or (D) in the case of clause (iv) above, either (a) the occurrence of a Marshalls Lease Retenanting Event, or (b) Marshalls re-opens for business with the public in substantially all of its space for not less than 60 consecutive days, the Marshalls lease is in full force and effect under the same terms and conditions as when it went dark, and Marshalls is not in default under its lease; or (E) in the case of clause (i), (ii), (iii) and (iv) above, the date on which the aggregate amount of funds in the Marshalls Lease Trigger Reserve and the TI/LC reserve is equal to $840,000, provided, however, that if the Marshalls space has been leased to one or more leases, which, in aggregate, require the McCreless Market Borrower to incur leasing costs which, in the lender’s determination, exceed $840,000.

 

Additional Secured Indebtedness (not including trade debts). Not permitted.

 

Mezzanine Loan and Preferred Equity. Not permitted.

 

Release of Property. The McCreless Market Borrower may obtain a release of any of six pad site parcels and two vacant land parcels from the lien of the McCreless Market Mortgage Loan, subject to prepayment lockout and yield maintenance provisions, by prepaying a portion of the McCreless Market Mortgage Loan equal to the greater of (x) 110% of the allocated loan amount of the parcel to be released, or (y) 100% of the net sales proceeds of such release parcel, and subject to terms and conditions set forth in the McCreless Market Mortgage Loan Documents, including but not limited to: (i) the DSCR of the remaining McCreless Market Property after giving effect to such release is at least the greater of (x) 1.96x and (y) the aggregate DSCR for all of the McCreless Market Property immediately prior to such sale; (ii) the LTV of the remaining McCreless Market Property after giving effect to such release is no more than the lesser of (x) 56.88% and (y) the aggregate LTV for all of the McCreless Market Property immediately prior to such release; (iii) delivery of a rating agency confirmation; (iv) delivery of a REMIC opinion; and (v) no event of default under the McCreless Market Mortgage Loan is continuing.

 

Terrorism Insurance. The McCreless Market Borrower is required to obtain and maintain property insurance, commercial general liability insurance, and business income or rental loss insurance that covers perils of terrorism and acts of terrorism, both foreign and domestic.

 

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

Olympia, WA 98502

Collateral Asset Summary – Loan No. 10

Woodbury & Cyrene

Cut-off Date Balance:

Cut-off Date LTV Ratio:

UW NCF DSCR:

UW NOI Debt Yield:

$19,000,000

64.2%

1.45x

7.8%

 

(Graphic)

 

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

 

98 

 

 

Various

Olympia, WA 98502

Collateral Asset Summary – Loan No. 10

Woodbury & Cyrene

Cut-off Date Balance:

Cut-off Date LTV Ratio:

UW NCF DSCR:

UW NOI Debt Yield:

$19,000,000

64.2%

1.45x

7.8%

 

(Graphic)

 

 

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

 

99 

 

 

Various

Olympia, WA 98502

Collateral Asset Summary – Loan No. 10

Woodbury & Cyrene

Cut-off Date Balance:

Cut-off Date LTV Ratio:

UW NCF DSCR:

UW NOI Debt Yield:

$19,000,000

64.2%

1.45x

7.8%

 

Mortgage Loan Information   Property Information
Mortgage Loan Seller: GACC   Single Asset/Portfolio: Portfolio

Credit Assessment

(Fitch/KBRA/Moody’s):

NR/NR/NR   Location: Olympia, WA 98502
  General Property Type: Multifamily
Original Balance: $19,000,000   Detailed Property Type: Garden
Cut-off Date Balance: $19,000,000   Title Vesting: Fee Simple
% of Initial Pool Balance: 2.9%   Year Built/Renovated: Various/N/A
Loan Purpose: Refinance   Size: 82 Units
Borrower Sponsors: Ronald D. Newman; L. Brandon Smith   Cut-off Date Balance per Unit: $231,707
Mortgage Rate: 5.2180%   Maturity Date Balance per Unit: $231,707
Note Date: 11/6/2018   Property Manager: Milestone Investment Properties, LLC
First Payment Date: 12/6/2018      
Maturity Date: 11/6/2028      
Original Term to Maturity: 120 months   Underwriting and Financial Information
Original Amortization Term: 0 months   UW NOI: $1,476,415
IO Period: 120 months   UW NOI Debt Yield: 7.8%
Seasoning: 1 month   UW NOI Debt Yield at Maturity: 7.8%
Prepayment Provisions: LO (25); DEF (90); O (5)   UW NCF DSCR: 1.45x
Lockbox/Cash Mgmt Status: Springing/Springing   Most Recent NOI(2): $1,013,683 (10/31/2018 TTM)
Additional Debt Type: N/A   2nd Most Recent NOI(2): $759,606 (12/31/2017)
Additional Debt Balance: N/A   3rd Most Recent NOI(2): N/A
Future Debt Permitted (Type): No (N/A)   Most Recent Occupancy: 96.3% (10/31/2018)
Reserves(1)   2nd Most Recent Occupancy(2): N/A
Type Initial Monthly Cap   3rd Most Recent Occupancy(2): N/A
RE Tax: $35,034 $17,517 N/A   Appraised Value (as of): $29,580,000 (9/20/2018)
Insurance: $4,330 $2,615 N/A   Cut-off Date LTV Ratio: 64.2%
Replacements: $0 $1,708 $41,000   Maturity Date LTV Ratio: 64.2%

 

Sources and Uses
Sources Proceeds % of Total   Uses Proceeds % of Total
Loan Amount: $19,000,000 100.0%   Loan Payoff: $16,540,410 87.1%
        Reserves: $39,364 0.2%
        Closing Costs: $531,752 2.8%
        Return of Equity: $1,888,474 9.9%
Total Sources: $19,000,000 100.0%   Total Uses: $19,000,000 100.0%

 

 

(1)See “Escrows and Reserves” below for further discussion of reserve requirements.

(2)The Woodbury Crossing property was built between 2017 and 2018, with the first units delivered in June of 2017 and the subsequent constructed units leased in phases thereafter. As of October 31, 2018, all units were delivered and the occupancy at the Woodbury Crossing property was 94.2%.

 

The Mortgage Loan. The tenth largest mortgage loan (the “Woodbury & Cyrene Mortgage Loan”) is evidenced by a promissory note with an original principal balance of $19,000,000, secured by a first priority fee mortgage encumbering a portfolio of two garden multifamily properties known as Woodbury & Cyrene (collectively, the “Woodbury & Cyrene Property”). The proceeds of the Woodbury & Cyrene Mortgage Loan were used to refinance the Woodbury & Cyrene Property, pay closing costs, fund reserves and return equity to the borrower sponsors.

 

The Borrower and the Borrower Sponsors. The borrower for the Woodbury & Cyrene Mortgage Loan is Woodbury Crossing 2, LLC, (the “Woodbury & Cyrene Borrower”) a single purpose Delaware limited liability company structured to be bankruptcy-remote with one independent director. The borrower sponsors and non-recourse carveout guarantors for the Woodbury & Cyrene Mortgage Loan are Ronald D. Newman and L. Brandon Smith, both managing members of The Milestone Companies, which was formed in 2005 and focuses on the ownership and operation of residential properties in the Puget Sound area. Including the Woodbury & Cyrene Property, the borrower sponsors have over 530 units under management. Ronald D. Newman was subject to a Chapter 7 bankruptcy and to a cease and desist order by, and consent order with, State of Washington securities regulators. See
Description of the Mortgage Pool—Litigation and Other Considerations” and “—Default History, Bankruptcy Issues and Other Proceedings” in the Preliminary Prospectus.

 

The Properties. The Woodbury & Cyrene Property is comprised of the Woodbury Crossing property and the Cyrene Duplexes property, each recently developed in 2017-2018 and 2016, respectively. The Woodbury Crossing property is located at 530 Greenwood Drive Southwest, Olympia, Washington just north of US-101, and the Cyrene Duplexes property is located approximately two miles northeast at 2602-2624 Tranquil Avenue Northwest, 1500 Cyrene Drive Southwest, and 2603-2621 and 2600-2620 Halcyon Drive Northwest, Olympia, Washington. The total unit mix consists of 20 two-bedroom units, 48 three-bedroom units, and 14 four-bedroom units. As of October 31, 2018, the Woodbury & Cyrene Property was 96.3% occupied.

 

The Woodbury & Cyrene Borrower purchased the Woodbury Crossing property vacant land in February 2016 for $1,500,000 and subsequently developed the improvements for $13,900,000. In May 2015, the Woodbury & Cyrene Borrower purchased the Cyrene Duplexes vacant land and subsequently

 

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

 

100 

 

 

Various

Olympia, WA 98502

Collateral Asset Summary – Loan No. 10

Woodbury & Cyrene

Cut-off Date Balance:

Cut-off Date LTV Ratio:

UW NCF DSCR:

UW NOI Debt Yield:

$19,000,000

64.2%

1.45x

7.8%

 

developed the Cyrene Duplexes property for $7,000,000, resulting in a total cost basis for the Woodbury & Cyrene Property of $24,310,000 ($296,500 per unit).

 

Woodbury Crossing. The Woodbury Crossing property is a 52-unit newly constructed multifamily property consisting of a mix of two-story triplex style buildings and two-story attached townhouse buildings located in Olympia, Washington. The Woodbury Crossing property is Phase I of a larger 180-unit multifamily complex currently being developed across approximately 9.7 acres on six lots. Complex amenities will be included in Phase II development and will be comprised of a leasing office, clubhouse building containing a great room, restrooms and fitness room, swimming pool, playground and picnic area. Easements are in place that grant the Woodbury Crossing property access to all the amenities. Unit amenities include open concept floor plans with eating bars, fully equipped kitchens with stainless steel appliances, walk-in pantries in most units with the remainder having pantry closets and walk-in closets in the master bedrooms. All units also have private decks or patios, as well as washers and dryers in-unit. Phase II is expected to compete with the Woodbury Crossing property. The loan agreement provides that with respect to any multi-family apartment project constructed by the non-recourse carveout guarantors or their affiliates within any past or future phase of Woodbury Crossing ("Affiliate Property"), neither Woodbury & Cyrene Borrower, guarantor nor their affiliates may (i) solicit any tenant to lease space at any Affiliate Property if such leasing of space would result in such tenant vacating its space at the Woodbury Crossing property, or (ii) offer any units at any Affiliate Property at lower rental rates or with greater concessions than are offered for comparable units at the Woodbury Crossing property.

 

Woodbury Crossing
Unit Type No. of Units % of Total Units Avg. Unit Size (SF) Total Occupied Units Occupancy (%) Avg. Monthly Rent per Unit Total Size (SF)
2BR/2BA 11 21.2% 1,040 10 90.9% $1,810 11,443
2BR/2.5BA 9 17.3% 1,126 7 77.8% $1,900 10,134
3BR/2.5BA 32 61.5% 1,639 32 100.0% $1,974 52,446
Total/Wtd. Avg. 52 100.0% 1,424 49 94.2% $1,930 74,023

 

Cyrene Duplexes. The Cyrene Duplexes property is a 30-unit newly constructed multifamily property consisting of two-story townhouse buildings located in Olympia, Washington. All units feature open kitchen concepts with wood cabinets, granite countertops and tile backsplash, washers and dryers in-unit. In addition, each unit includes a two-car garage and an outdoor patio. The three-bedroom units have three bedrooms and two and a half bathrooms including master with ensuite bathroom and laundry room on the second floor. The four-bedroom units have four bedrooms and two and a half bathrooms including master with ensuite bathroom and laundry room on the second floor. The unit mix at the Woodbury Crossing property is detailed below.

 

Cyrene Duplexes
Unit Type No. of Units % of Total Units Avg. Unit Size (SF) Total Occupied Units Occupancy (%) Avg. Monthly Rent per Unit Total Size (SF)
3BR/2.5BA 16 53.3% 1,780 16 100.0% $1,921 28,480
4BR/2.5BA 14 46.7% 2,200 14 100.0% $2,089 30,800
Total/Wtd. Avg. 30 100.0% 1,976 30 100.0% $2,000 59,280

 

The Market. Woodbury Crossing property and Cyrene Duplexes property are located approximately three miles northwest and five miles northwest, respectively, of the Olympia CBD. The Woodbury & Cyrene Property benefits from its close proximity to US-101 (daily traffic count of 54,000 vehicles), a major northwest/southeast thoroughfare that intersects with Interstate 5 providing additional access north to Seattle or south to Portland. The prominent shopping center in the area, Capital Mall, is located 1.1 and 0.8 miles from the Woodbury Crossing property and Cyrene Duplexes property, respectively. Capital Mall features tenants such as Old Navy, GNC, REI, Total Wine, Chipotle, Chuck E. Cheese’s, JCPenney, Dick’s Sporting Goods, and Best Buy. Within the same shopping center is a Century Multiplex Cinema movie theater, Target, and many other national retailers and restaurants. Additional amenities in the immediate area include Yauger Park, green space with amenities such as a playground, skateboard area, horseshoe pits & athletic fields and the Grass Lake Nature Reserve, a wetland wildlife preserve & education center with hundreds of species of native plants & animals. The Woodbury & Cyrene Property is within 2.0 miles of the local elementary, middle, and high schools. The Olympia population and median household income is 52,307 and $60,971, respectively.

 

According to the appraisal, the Woodbury & Cyrene Property is part of the Olympia multifamily market, which consists of 8,879 units across 259 properties. As of the second quarter of 2018, the vacancy rate was 2.9%, with a five-year vacancy rate of 4.6%. Over the same period, average asking rent was $1,150 per unit, which has been steadily increasing at a rate of 6.0% annually over the past five years.

 

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

 

101 

 

 

Various

Olympia, WA 98502

Collateral Asset Summary – Loan No. 10

Woodbury & Cyrene

Cut-off Date Balance:

Cut-off Date LTV Ratio:

UW NCF DSCR:

UW NOI Debt Yield:

$19,000,000

64.2%

1.45x

7.8%

 

Comparable rental properties to the Woodbury & Cyrene Property are detailed in the table below:

 

Woodbury & Cyrene Property Comparable Rentals Summary
Property Name/Location

Year Built

Occupancy Number of Units Unit Type Avg. Unit Size (SF)1) Avg. Monthly Rent per Unit
Woodbury Crossing 2017-2018 94.2% 52 2BR/2BA 1,040 $1,810
530 Greenwood Drive Southwest 2BR/2.5BA 1,126 $1,900
Olympia, WA 3BR/2.5BA 1,639 $1,974
Cyrene Duplexes 2016 100.0% 30 3BR/2.5BA 1,780 $1,921
Various 4BR/2.5BA 2,200 $2,089
Olympia, WA      
Britton Place 2016 100.0% 264 1BR/1BA 718 $1,372
6655 Britton Parkway Northeast 2BR/2BA 1,005 $1,580
Lacey, WA 3BR/2BA 1,079 $1,688
Dakota 2007 100.0% 156 1BR/1BA 778 $1,448
6205 Pacific Avenue Southeast 2BR/2BA 1,087 $1,470
Lacey, WA      
Milestone at Stonebrook 2017/2018 Lease Up 224 1BR/1BA 737 $1,363
4820 Rural Road Southwest 2BR/1BA 943 $1,483
Tumwater, WA 2BR/2.5BA 1,264 $1,483
  3BR/2BA 1,310 $1,763
Tribeca 2011 94.9% 79 1BR/1BA 745 $1,295
3236 18th Avenue Southeast 2BR/1BA 967 $1,449
Olympia, WA 2BR/2BA 985 $1,525
  3BR/2BA 1,275 $1,749
Parkview 2012 98.6% 72 1BR/1BA 788 $1,360
4523 Briggs Drive Southeast 2BR/2BA 1,083 $1,555
Olympia, WA 3BR/2BA 1,243 $1,760
Red Leaf Townhomes 2011 96.4% 56 2BR/1.5BA 1,345 $1,525
1330 Fones Road Southeast 3BR/2.5BA 1,842 $1,855
Olympia, WA      
Yauger Park Villas 2010 100.0% 80 2BR/2BA 1,224 $1,960
322 Lachman Lane Southwest      
Olympia, WA      

 

 

Source: Appraisal

 

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

 

102 

 

 

Various

Olympia, WA 98502

Collateral Asset Summary – Loan No. 10

Woodbury & Cyrene

Cut-off Date Balance:

Cut-off Date LTV Ratio:

UW NCF DSCR:

UW NOI Debt Yield:

$19,000,000

64.2%

1.45x

7.8%

 

Operating History and Underwritten Net Cash Flow. The following table presents certain information relating to the historical operating performance and the Underwritten Net Cash Flow at the Woodbury & Cyrene Property:

 

Cash Flow Analysis(1)
  2015 2016 2017 10/31/2018 TTM UW UW Per Unit
Gross Potential Rent(2) N/A N/A $864,344 $1,313,589 $1,925,388 $23,480
Total Other Income N/A N/A $46,758 $0 $184,500 $2,250
Less Vacancy

N/A

N/A

$0

$0

($96,269)

($1,174)

Effective Gross Income N/A N/A $911,102 $1,313,589 $2,013,619 $24,556
Total Operating Expenses

N/A

N/A

$151,496

$299,906

$537,204

$6,551

Net Operating Income N/A N/A $759,606 $1,013,683 $1,476,415 $18,005
Capital Expenditures

N/A

N/A

$0

$0

$20,500

$250

Net Cash Flow N/A N/A $759,606 $1,013,683 $1,455,915 $17,755
             
Occupancy%(3) N/A N/A N/A 96.3% 95.0%  
NOI DSCR N/A N/A 0.76x 1.01x 1.47x  
NCF DSCR N/A N/A 0.76x 1.01x 1.45x  
NOI Debt Yield N/A N/A 4.0% 5.3% 7.8%  
NCF Debt Yield N/A N/A 4.0% 5.3% 7.7%  

 

 

(1)The Woodbury Crossing property was built between 2017 and 2018, with the first units delivered in June of 2017 and the subsequent constructed units leased in phases thereafter. As of October 31, 2018, all units were delivered and the occupancy at the Woodbury Crossing property was 94.2%.

(2)UW Gross Potential Rent is underwritten to the October 31, 2018 rent roll, which reflects physical occupancy of 96.3% and includes the gross up of vacant space based on the appraisal’s concluded market rents.

(3)UW Occupancy % is based on the underwritten economic vacancy of 5.0%. The Woodbury & Cyrene Property was 96.3% leased as of October 31, 2018.

 

Escrows and Reserves. At origination, the Woodbury & Cyrene Borrower deposited (i) $52,551 into a tax reserve and (ii) $4,330 into an insurance reserve. The Woodbury & Cyrene Borrower is required to escrow monthly (i) 1/12 of the annual estimated tax payments, currently estimated to be $17,517 and (ii) 1/12 of the annual insurance premiums, currently estimated to be $2,615. In addition, the Woodbury & Cyrene Borrower is required to escrow monthly replacement reserves of approximately $1,708, subject to a cap of $41,000.

 

Lockbox and Cash Management. The Woodbury & Cyrene Mortgage Loan is structured with a springing lockbox and springing cash management. Upon the first occurrence of a Cash Management Trigger Period (as defined below), the Woodbury & Cyrene Borrower will be required to establish a trust account at an eligible institution approved by the lender, which will be maintained by the Woodbury & Cyrene Borrower. Following a Trigger Period (as defined below), all rents, revenues and receipts from the Woodbury & Cyrene Property are required to be deposited directly by the tenants or by the Woodbury & Cyrene 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, among other things, debt service, monthly escrows and property operating expenses.

 

A “Cash Management Trigger Period” will commence (i) upon the occurrence of an event of default or (ii) if the debt service coverage ratio falls below 1.40x on the last day of any calendar quarter. A Cash Management 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 1.45x for two consecutive quarters.

 

A “Trigger Period” will commence (i) upon the occurrence of an event of default or (ii) if the debt service coverage ratio falls below 1.40x 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 1.45x for two consecutive quarters.

 

Additional Secured Indebtedness (not including trade debts). Not permitted.

 

Mezzanine Loan and Preferred Equity. Not permitted.

 

Release of Property. Not permitted.

 

Terrorism Insurance. The Woodbury & Cyrene Borrower is required to obtain insurance against acts of terrorism for loss resulting from perils and acts of terrorism in amounts and with terms and conditions applicable to commercial property, general liability, business income and umbrella liability insurance required pursuant to the Woodbury & Cyrene Mortgage Loan documents.

 

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

 

103 

 

 

UBS 2018-C15

TRANSACTION CONTACT INFORMATION

 

UBS Securities LLC
   
David Schell Tel. (212) 713-3375
   
Nicholas Galeone Tel. (212) 713-8832
   
Siho Ham Tel. (212) 713-1278
   
SG Americas Securities, LLC  
   
Adam Ansaldi Tel. (212) 278-6126
   
Jim Barnard Tel. (212) 278-6263
   
Justin Cappuccino Tel. (212) 278-6393
   
Deutsche Bank Securities, Inc.
   
Natalie Grainger Tel. (212) 250-1254
   
Dan Penn Tel. (212) 250-5149
   
Ryan Horvath Tel. (212) 250-5149
   
Natixis
   
Matthew Feast Tel. (212) 891-5742
   
David Williams Tel. (212) 891-5781
   
Delphine Clerjaud Tel. (212) 891-5775
   
Mark Lacerenza Tel. (212) 891-6172
   
Andrew Florio Tel. (212) 891-6572
   
William Han Tel. (212) 891-5765