FWP 1 n754_x2-ts.htm FREE WRITING PROSPECTUS

 

    FREE WRITING PROSPECTUS
    FILED PURSUANT TO RULE 433
    REGISTRATION FILE NO.: 333-206677-10
     

 

 (WELLS FORGO LOGO) (BARCLAYS LOGO) 

 

Free Writing Prospectus

Collateral Term Sheet

$858,177,959

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

 

Wells Fargo Commercial Mortgage Trust 2016-C36

as Issuing Entity

 

Wells Fargo Commercial Mortgage Securities, Inc. 

as Depositor 

 

Barclays Bank PLC 

Wells Fargo Bank, National Association 

C-III Commercial Mortgage LLC 

Rialto Mortgage Finance, LLC 

National Cooperative Bank, N.A. 

The Bancorp Bank 

Basis Real Estate Capital II, LLC

 

as Sponsors and Mortgage Loan Sellers

 

 

Commercial Mortgage Pass-Through Certificates
Series 2016-C36

 

 

 

October 11, 2016

 

WELLS FARGO SECURITIES   BARCLAYS
     

Co-Lead Manager and

Joint Bookrunner

 

Co-Lead Manager and

Joint Bookrunner

     

Academy Securities

Co-Manager

 

Citigroup

Co-Manager

 

 

 

 

Wells Fargo Commercial Mortgage Trust 2016-C36 Certain Terms and Conditions

 

STATEMENT REGARDING THIS FREE WRITING PROSPECTUS

 

The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (‘‘SEC’’) (SEC File No. 333-206677) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing entity and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the depositor, any underwriter, or any dealer participating in the offering will arrange to send you the prospectus after filing if you request it by calling toll free 1-800-745-2063 (8 a.m. – 5 p.m. EST) or by emailing wfs.cmbs@wellsfargo.com.

 

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herein is preliminary as of the date hereof, supersedes any such information previously delivered to you and will be superseded by any such information subsequently delivered and ultimately by the final prospectus relating to the securities.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

 

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.

 

Wells Fargo Securities is the trade name for the capital markets and investment banking services of Wells Fargo & Company and its subsidiaries, including but not limited to Wells Fargo Securities, LLC, a member of NYSE, FINRA, NFA and SIPC, Wells Fargo Prime Services, LLC, a member of FINRA, NFA and SIPC, and Wells Fargo Bank, N.A. Wells Fargo Securities, LLC and Wells Fargo Prime Services, LLC are distinct entities from affiliated banks and thrifts.

 

IMPORTANT NOTICE REGARDING THE OFFERED CERTIFICATES

 

The information herein is preliminary and may be supplemented or amended prior to the time of sale. Prospective investors should understand that, when considering the purchase of the Offered Certificates, a contract of sale will come into being no sooner than the date on which the relevant class of certificates has been priced and the investor has otherwise taken all actions the investor must take to become committed to purchase the Offered Certificates, and the investor has therefore entered into a contract of sale. Any “indications of interest“ expressed by any prospective investor, and any “soft circles“ generated by the underwriters, prior to the time of sale, will not create binding contractual obligations for such prospective investors, on the one hand, or the underwriters, the depositor or any of their respective agents or affiliates, on the other hand.

 

In addition, the Offered Certificates referred to in these materials and the asset pool backing them are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a “when, as and if issued“ basis. As a result of the foregoing, a prospective investor may commit to purchase certificates that have characteristics that may change, and each prospective investor is advised that all or a portion of the certificates referred to in these materials may be issued without all or certain of the characteristics described in these materials. The underwriters’ obligation to sell certificates to any prospective investor is conditioned on the certificates and the transaction having the characteristics described in these materials. If the underwriters determine that a condition is not satisfied in any material respect, such prospective investor will be notified, and neither the depositor nor the underwriters will have any obligation to such prospective investor to deliver any portion of the Offered Certificates which such prospective investor has committed to purchase, and there will be no liability between the underwriters, the depositor or any of their respective agents or affiliates, on the one hand, and such prospective investor, on the other hand, as a consequence of the non-delivery.

 

The underwriters described in these materials may from time to time perform investment banking services for, or solicit investment banking business from, any company named in these materials. The underwriters and/or their affiliates or respective employees may from time to time have a long or short position in any security or contract discussed in these materials.

 

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

 

IMPORTANT NOTICE RELATING TO AUTOMATICALLY-GENERATED EMAIL DISCLAIMERS

 

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

 

 

 

  

No. 1 - Gurnee Mills
 
Loan Information   Property Information
Mortgage Loan Seller: Wells Fargo Bank, National Association   Single Asset/Portfolio: Single Asset
Credit Assessment
(Fitch/Moody’s/Morningstar):
NR/NR/NR   Property Type: Retail
Original Principal Balance(1): $80,000,000   Specific Property Type: Super Regional Mall
Cut-off Date Balance(1): $79,893,396   Location: Gurnee, IL
% of Initial Pool Balance: 9.3%   Size(3): 1,683,915 SF
Loan Purpose: Refinance   Cut-off Date Balance Per SF(1): $163.09
Borrower Name: Mall at Gurnee Mills, LLC   Year Built/Renovated: 1991/2014
Sponsor: Simon Property Group, L.P.   Title Vesting: Fee
Mortgage Rate: 3.990%   Property Manager: Self-managed
Note Date: September 27, 2016   4th Most Recent Occupancy (As of): 98.0% (12/31/2012)
Anticipated Repayment Date: NAP   3rd Most Recent Occupancy (As of): 95.2% (12/31/2013)
Maturity Date: October 1, 2026   2nd Most Recent Occupancy (As of): 95.8% (12/31/2014)
IO Period: 0 months   Most Recent Occupancy (As of): 95.1% (12/31/2015)
Loan Term (Original): 120 months   Current Occupancy (As of)(3): 91.1% (9/22/2016)
Seasoning: 1 month    
Amortization Term (Original): 360 months   Underwriting and Financial Information:
Loan Amortization Type: Amortizing Balloon      
Interest Accrual Method: Actual/360   4th Most Recent NOI (As of): $25,964,013 (12/31/2013)
Call Protection: L(25),D(88),O(7)   3rd Most Recent NOI (As of): $27,475,772 (12/31/2014)
Lockbox Type: Hard/Springing Cash Management   2nd Most Recent NOI (As of): $27,801,962 (12/31/2015)
Additional Debt(1): Yes   Most Recent NOI (As of): $28,050,715 (TTM 7/31/2016)
Additional Debt Type(1): Pari Passu      
      U/W Revenues: $40,778,955
      U/W Expenses: $14,098,029
      U/W NOI: $26,680,926
            U/W NCF: $25,099,266
          U/W NOI DSCR(1): 1.70x
Escrows and Reserves(2):         U/W NCF DSCR(1): 1.60x
          U/W NOI Debt Yield(1): 9.7%
Type: Initial Monthly Cap (If Any)   U/W NCF Debt Yield(1): 9.1%
Taxes $0 Springing NAP   As-Is Appraised Value: $417,000,000
Insurance $0 Springing NAP   As-Is Appraisal Valuation Date: August 23, 2016
Replacement Reserves $0 Springing NAP   Cut-off Date LTV Ratio(1): 65.9%
TI/LC Reserve $0 Springing NAP   LTV Ratio at Maturity or ARD(1): 52.4%
             

 

(1)See “The Mortgage Loan” section. All statistical financial information related to balance per square foot, loan-to-value ratios, debt service coverage ratios and debt yields are based on the funded outstanding principal balance of the Gurnee Mills Whole Loan (as defined below) as of the Cut-off Date.

(2)See “Escrows” section.

(3)See “Cash Flow Analysis” section. As of September 22, 2016, the Gurnee Mills Mortgaged Property (as defined below) was 91.1% leased and 81.9% occupied. The leased percentage includes the Simon Master Lease (as defined below) (2.8% of net rentable area), Floor & Décor and three other tenants who have not yet taken occupancy, all totaling 9.1% of net rentable area combined. Current occupancy and leased percentages do not include any temporary tenants.

 

The Mortgage Loan. The mortgage loan (the “Gurnee Mills Mortgage Loan”) is part of a whole loan (the “Gurnee Mills Whole Loan”) that is evidenced by five pari passu promissory notes (Notes A-1 through A-4) secured by a first mortgage encumbering an a super-regional mall located in Gurnee, Illinois (the “Gurnee Mills Property”). The Gurnee Mills Whole Loan was co-originated on September 27, 2016 by Wells Fargo Bank, National Association, Column Financial, Inc. and Regions Bank. The Gurnee Mills Whole Loan had an original principal balance of $275,000,000, has an outstanding principal balance as of the Cut-off Date of $274,633,547 and accrues interest at an interest rate of 3.990% per annum. The Gurnee Mills Whole Loan had an initial term of 120 months, has a remaining term of 119 months as of the Cut-off Date and requires payments of principal and interest based on a 30-year amortization schedule through the term of the Gurnee Mills Whole Loan. The Gurnee Mills Whole Loan matures on October 1, 2026.

 

Note A-2-A, which will be contributed to the WFCM 2016-C36 Trust, had an original principal balance of $80,000,000, has an outstanding principal balance as of the Cut-off Date of $79,893,396 and represents a non-controlling interest in the Gurnee Mills Whole Loan. The controlling Note A-1, which had an original principal balance of $110,000,000, is expected to be contributed to a future trust. The remaining non-controlling notes, which had an aggregate outstanding principal balance of $85,000,000, are expected to be contributed to future securitization trusts (referred to herein collectively as the (“Gurnee Mills Companion Loans”).

 

The lender provides no assurances that any non-securitized pari passu note will not be split further. See “Description of the Mortgage Pool—The Whole Loans—The Serviced Whole Loans—The Gurnee Mills Whole Loan” in the Preliminary Prospectus.

 

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

 

  1 

 

 

GURNEE MILLS

 

Note Summary

 

Notes Original Balance   Note Holder Controlling Interest
A-1 $110,000,000   Column Financial, Inc. Yes
A-2-A $80,000,000   WFCM 2016-C36 No
A-2-B $25,000,000   Wells Fargo Bank, National Association No
A-3 $30,000,000   Regions Bank No
A-4 $30,000,000   Regions Bank No
Total $275,000,000      

 

Following the lockout period, the borrower has the right to defease the Gurnee Mills Mortgage Loan in whole, but not in part, on any date before April 1, 2026. In addition, the Gurnee Mills Mortgage Loan is prepayable without penalty on or after April 1, 2026. The lockout period will expire on the earlier to occur of (i) two years after the closing date of the securitization that includes the last note to be securitized and (ii) November 1, 2019.

 

Sources and Uses

 

Sources         Uses      
Original whole loan amount $275,000,000   85.1%   Loan payoff(1) $322,543,428   99.8%
Sponsor’s new cash contribution 48,328,282   14.9   Closing costs 784,854   0.2
Total Sources $323,328,282   100.0%   Total Uses $323,328,282   100.0%

 

(1)The Gurnee Mills Property was previously securitized in the JPMCC 2007-CB20 and JPMCC 2007-C1 transactions.

 

The Property. The Gurnee Mills Property is a single-story, super regional mall located at the intersection of Grand Avenue and Interstate-94 in Gurnee, Illinois, approximately 42.5 miles northwest of Chicago, Illinois. According to the appraisal, together with the adjacent Six Flag Great America (“Six Flags”) amusement park (located just across Interstate-94 approximately 2.8 miles southeast), the Gurnee Mills Property draws over 26 million visitors annually to the area. The Gurnee Mills Property contains 1,934,721 square feet of retail space, of which 1,683,915 square feet (the “Gurnee Mills Mortgaged Property”) serves as collateral for the Gurnee Mills Whole Loan. The Gurnee Mills Mortgaged Property is situated on a 233.5-acre parcel of land. Developed in 1991 by the Mills Corporation, the Gurnee Mills Property is anchored by Marcus Cinema (not part of the collateral), Burlington Coat Factory (not part of the collateral) and Value City Furniture (not part of the collateral), Bass Pro Shops Outdoor, Sears Grand, Floor & Décor, Kohl’s and Macy’s. Junior anchors at the Gurnee Mills Mortgaged Property include Forever 21, Marshalls Homegoods, Rink Side, Last Call Neiman Marcus, Bed Bath & Beyond / Buy Buy Baby, Off Broadway Shoes, Rainforest Café and Saks Fifth Avenue Off 5th, among others. In 2013, the Macy’s anchor space was constructed at a reported cost to the tenant of $20.0 million and the borrower simultaneously invested $2.7 million in renovations to the Macy’s wing of the Gurnee Mills Mortgaged Property. Further, the borrower negotiated a buyout of a prior tenant and executed a lease with Floor & Décor in 2016. Floor & Décor, which specializes in the hard surface flooring market, offering a broad in-stock selection of tile, wood, stone and flooring accessories straight from the manufacturers, began paying rent October 2016 and is expected to open in January 2017. Sports Authority previously occupied 46,892 square feet (2.8% of net rentable area) but declared bankruptcy, went out of business and vacated the Gurnee Mills Mortgaged Property in 2016. Simon Property Group, Inc. (“SPG”) (rated A2/A by Moody’s and S&P) has executed a 10-year master lease for this space at a rent of $700,000 ($14.93 per square foot), which will burn off once they have a signed lease and an acceptable tenant is in-place, open for business and paying full, unabated rent (“the Simon Master Lease”). See “Escrows” section.

 

As of July 31, 2016, tenants occupying 10,000 square feet or less had trailing 12-month in-line sales of $347 per square foot with an average occupancy cost of 15.3%, which is up 3.0% from 2014. Further, according to servicer-reported information, the Gurnee Mills Mortgaged Property has exhibited increasing cash flow, with net operating income increasing 27.6% from approximately $22.0 million in 2007 to $28.1 million as of the trailing-twelve months July 2016 operating statement. As of September 22, 2016, the Gurnee Mills Mortgaged Property was 91.1% leased and 81.9% occupied by 160 tenants. The leased percentage includes the Simon Master Lease (2.8% of net rentable area), Floor & Décor and three other tenants who have not yet taken occupancy, all totaling 9.2% of net rentable area combined.

 

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

 

  2 

 

 

GURNEE MILLS

 

The following table presents certain information relating to the tenancy at the Gurnee Mills Property:

 

Major Tenants

 

Tenant Name Credit Rating
(Fitch/Moody’s/

S&P)(1)
Tenant
NRSF
% of
NRSF
Annual
U/W Base
Rent PSF(2)
Annual
U/W Base
Rent(2)
% of Total
Annual U/W
Base Rent
Sales
PSF(3)
Occupancy
Cost(3)
Lease
Expiration
Date
                   
Anchor Tenant – Not Part of Collateral        
Marcus Cinema NR/NR/NR 88,707 ANCHOR OWNED – NOT PART OF THE COLLATERAL
Burlington Coat Factory NR/NR/BB- 82,320 ANCHOR OWNED – NOT PART OF THE COLLATERAL
Value City Furniture NR/NR/NR 79,779 ANCHOR OWNED – NOT PART OF THE COLLATERAL
                   
Anchor Tenants                  
Bass Pro Shops Outdoor NR/NR/NR  137,201 8.1%  $10.15  $1,392,590 6.3% $189 5.4% 8/31/2018
Sears Grand CC/Caa1/CCC+  201,439 12.0%  $5.00  $1,007,195 4.6% $71 8.6% 4/30/2019(4)
Floor & Décor(5) NR/NR/NR  105,248 6.3%  $9.25  $974,000 4.4% NAP NAP 9/30/2026(6)
Kohl’s BBB/Baa2/BBB  111,675 7.0%  $5.95  $664,466 3.0% $176(7) 4.3%(7) 9/2/2024(8)
Macy’s BBB/Baa2/BBB  130,000 7.7%  $0(9)  $0(9) 0.0% $134(7) 0.4%(7) 1/31/2039(10)
Total Anchor Tenants   685,563 40.7% $7.27(11) $4,038,251 18.3%      
                   
Major Tenants                  
Forever 21 NR/NR/NR  24,107 1.4%  $28.82  $694,764 3.1%  $183 16.8% 1/31/2024
Marshalls Homegoods NR/A2/A+  60,000 3.6%  $9.75  $585,000 2.7%  $212 5.2% 1/31/2022
Rink Side NR/NR/NR  55,970 3.3%  $8.58 $480,000 2.2%  NAP NAP 12/31/2016
Last Call Neiman Marcus NR/NR/NR  30,462 1.8%  $15.00  $456,930 2.1%  $166 9.1% 1/31/2020
Bed Bath & Beyond / Buy Buy Baby NR/Baa1/BBB+  60,317 3.6%  $7.50  $452,378 2.1% $143 8.9% 1/31/2023
Off Broadway Shoes NR/NR/NR  21,000 1.2%  $17.00  $357,000 1.6%  $110 20.8% 4/30/2021
Rainforest Cafe NR/NR/NR  20,003 1.2%  $14.90  $298,000 1.4%  $174 11.6% 12/31/2018(12)
Saks Fifth Avenue Off 5 NR/B1/B+  28,108 1.7%  $9.10  $255,783 1.2%  $105 11.0% 6/30/2019
Total Major Tenants 299,967 17.8% $11.93 $3,579,854 16.2%      
                   
Non-Major Tenants(13) 548,621 32.6% $26.32 $14,438,249 65.4%      
                 
Occupied Collateral Total 1,534,151 91.1%(14) $14.38 $22,056,354 100.0%      
                   
Vacant Space   149,764 8.9%            
                   
Collateral Total 1,683,915 100.0%            
                   

 

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

(2)Annual U/W Base Rent PSF and Annual U/W Base Rent include contractual rent steps through August 2017 totaling $315,690.

(3)Sales PSF and occupancy costs are for the trailing 12-month period ending July 31, 2016.

(4)Sears Grand has six, five-year lease extension options.

(5)Floor & Décor is still completing its buildout and is not yet in occupancy but began paying rent on October 1, 2016. They are scheduled to open for business in January 2017.

(6)Floor & Decor has three, five-year lease extension options.

(7)Sales PSF and Occupancy cost are for the trailing-12-month period ending December 31, 2015.

(8)Kohl’s has four, five-year lease extension options.

(9)Macy’s pays solely reimbursements currently. They are also required to pay percentage rent, which is calculated based on a percentage of sales above $26.0 million.

(10)Macy’s has ten, five-year lease extension options.

(11)The Total Anchor Tenants Annual U/W Base Rent PSF excludes Macy’s square footage. Including Macy’s, the Annual U/W Base Rent PSF is $5.89.

(12)Rainforest Café has the right to terminate its lease at any time with twelve months prior written notice and payment of a termination fee equal to the greater of one year of then current rent or $500,000.

(13)Non-Major Tenants includes $700,000 attributed to the Simon Master Lease and $4,563 attributed to Marcus Cinema’s common area maintenance reimbursements. Marcus Cinema’s square footage is excluded from the calculation.

(14)As of September 22, 2016, the Gurnee Mills Mortgaged Property was 81.9% occupied and 91.1% leased. The leased percentage includes the Simon Master Lease (2.8% of net rentable area), Floor & Décor and three other tenants who have not yet taken occupancy, all totaling 9.2% of net rentable area combined.

 

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

 

  3 

 

 

GURNEE MILLS

 

The following table presents certain information relating to the historical sales and occupancy costs at the Gurnee Mills Mortgaged Property:

 

Historical Sales (PSF) and Occupancy Costs(1)

 

Tenant Name 2014 2015 TTM 7/31/2016 Current
Occupancy
Cost(2)
Bass Pro Shops Outdoor  $188  $187 $189 5.4%
Sears Grand  $86  $76 $71 8.6%
Kohl’s  $174  $176 NAV 4.3%
Macy’s  $141  $134 NAV 0.4%(3)
Forever 21  $195  $172 $183 16.8%
Marshalls Homegoods  $192  $211 $212 5.2%
Last Call Neiman Marcus  $195  $182 $166 9.1%
Bed Bath & Beyond / Buy Buy Baby  $159  $150 $143 8.9%
Off Broadway Shoes  $115  $114 $110 20.8%
Rainforest Cafe  $175  $186 $174 11.6%
Saks Fifth Avenue Off 5 NAV  $106 $105 11.0%
         
Total Comparable In-line Sales (< 10,000 square feet) $337 $353 $347  
Occupancy Costs 15.0% 14.5% 15.3%  

 

(1)Historical Sales (PSF) and Occupancy Costs were provided by the borrower. Current Occupancy Cost is based on the most recent available Historical Sales.

(2)Occupancy Costs are based on the Annual U/W Base Rent and reimbursements and historical sales.

(3)Macy’s pays solely reimbursements currently. They are also required to pay percentage rent, which is calculated based on a percentage of sales above $26.0 million.

 

The following table presents certain information relating to the lease rollover schedule at the Gurnee Mills Mortgaged Property:

 

Lease Expiration Schedule(1)(2)

 

Year Ending
 December 31,
No. of
Leases
Expiring
Expiring
NRSF
% of Total
NRSF
Cumulative
Expiring
NRSF
Cumulative %
of Total
NRSF
Annual
U/W
Base Rent
% of Total
Annual
U/W Base
Rent
Annual
 U/W
Base Rent
 PSF(3)
MTM 3 11,475 0.7% 11,475 0.7% $311,601 1.4% $27.15
2016 3 79,477 4.7% 90,952 5.4% $516,766 2.3% $6.50
2017 26 69,784 4.1% 160,736 9.5% $2,515,793 11.4% $36.05
2018 23 199,595 11.9% 360,331 21.4% $3,392,943 15.4% $17.00
2019 16 278,979 16.6% 639,310 38.0% $2,716,434 12.3% $9.74
2020 14 77,358 4.6% 716,668 42.6% $1,645,599 7.5% $21.27
2021 15 73,185 4.3% 789,853 46.9% $1,957,735 8.9% $26.75
2022 4 72,578 4.3% 862,431 51.2% $939,095 4.3% $12.94
2023 15 107,168 6.4% 969,599 57.6% $1,853,045 8.4% $17.29
2024 23 223,371 13.3% 1,192,970 70.8% $3,667,843 16.6% $16.42
2025 8 20,126 1.2% 1,213,096 72.0% $522,412 2.4% $25.96
2026 6 181,193 10.8% 1,394,289 82.8% $1,912,525 8.7% $10.56
Thereafter 24 139,862 8.3% 1,534,151 91.1% $104,563 0.5% $0.75
Vacant 0 149,764 8.9% 1,683,915 100.0% $0 0.0% $0.00
Total/Weighted Average 160 1,683,915 100.0%     $22,056,354 100.0% $14.38

 

(1)Information obtained from the underwritten rent roll.

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

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

 

The following table presents historical occupancy percentages at the Gurnee Mills Mortgaged Property:

 

Historical Occupancy

 

12/31/2012(1)

 

12/31/2013(1)

 

12/31/2014(1)

 

12/31/2015(1)

 

9/22/2016(2)(3)

95.0%  95.2%  95.8%  95.1%  91.1%

 

(1)Information obtained from the borrower.

(2)Information obtained from the underwritten rent roll.

(3)As of August 22, 2016, the Gurnee Mills Property was 81.9% occupied and 91.1% leased. The leased percentage includes the Simon Master Lease, Floor & Décor and three other tenants who have not yet taken occupancy, all totaling 9.2% of net rentable area combined.

 

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

 

  4 

 

 

GURNEE MILLS

 

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 Gurnee Mills Mortgaged Property:

 

Cash Flow Analysis

 

   2013  2014  2015  TTM
7/31/2016
  U/W  % of U/W
Effective
Gross
Income
  U/W $
per SF
 
Base Rent  $20,520,014  $22,641,489  $22,716,688  $22,207,409  $22,056,354(1)  54.1%  $13.10  
Grossed Up Vacant Space  0  0  0  0  6,159,895(2)  15.1  3.66  
Percentage Rent  542,881  339,800  599,424  989,722  979,159  2.4  0.58  
Total Reimbursables  12,522,737  13,642,927  13,955,041  14,065,465  13,088,291  32.1  7.77  
Specialty Leasing Income(3)   4,339,492  3,638,788  3,421,783  3,392,678  3,523,393  8.6  2.09  
Other Income  1,200,144  1,201,801  1,068,511  1,111,763  1,131,757  2.8  0.67  
Less Vacancy & Credit Loss 

0

 

0

 

0

 

0

 

(6,159,895)(4)

 

(15.1)

 

(3.66)

 
Effective Gross Income  $39,125,268  $41,464,805  $41,761,447  $41,767,037  $40,778,955  100.0%  $24.22  
                        
Total Operating Expenses  $13,161,255  $13,989,033  $13,959,485  $13,716,322  $14,098,029  34.6%  $8.37  
                        
Net Operating Income  $25,964,013  $27,475,772  $27,801,962  $28,050,715  $26,680,926  65.4%  $15.84  
TI/LC  0  0  0  0  1,160,681  2.8  0.69  
Capital Expenditures 

0

 

0

 

0

 

0

 

420,979

 

1.0

 

0.25

 
Net Cash Flow  $25,964,013  $27,475,772  $27,801,962  $28,050,715  $25,099,266  61.5%  $14.91  
                        
NOI DSCR(5)  1.65x  1.75x  1.77x  1.78x  1.70x        
NCF DSCR(5)  1.65x  1.75x  1.77x  1.78x  1.60x        
NOI DY(5)  9.5%  10.0%  10.1%  10.2%  9.7%        
NCF DY(5)  9.5%  10.0%  10.1%  10.2%  9.1%        

 

(1)Annual U/W Base Rent PSF and Annual U/W Base Rent include contractual rent steps through August 2017 totaling $315,690.

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

(3)Specialty leasing income includes income from temporary tenants, kiosks and signage at the Gurnee Mills Mortgaged Property.

(4)The underwritten economic vacancy is 13.4%. The Gurnee Mills Property was 81.9% occupied and 91.1% leased as of September 22, 2016. The leased percentage includes the Simon Master Lease (2.8% of net rentable area), Floor & Décor and three other tenants who have not yet taken occupancy, all totaling 9.2% of net rentable area combined. Excluding the $700,000 in Simon Master Lease income results in a net cash flow debt service coverage ratio and debt yield of 1.53x and 8.7%, respectively.

(5)The debt service coverage ratios and debt yields are based on the Gurnee Mills Whole Loan.

 

Appraisal. As of the appraisal valuation date of August 23, 2016, the Gurnee Mills Property had an “as-is” appraised value of $417,000,000. The appraiser also concluded to an “as-stabilized” value of $430,000,000 as of September 1, 2017, which equates to an “as-stabilized” loan-to-value-ratio of 64.0%.

 

Environmental Matters. According to a Phase I environmental site assessment dated August 26, 2016, there was no evidence of any recognized environmental conditions at the Gurnee Mills Property.

 

Market Overview and Competition. The Gurnee Mills Property is located in Gurnee, Illinois, located at the intersection of Grand Avenue and Interstate-94 in Gurnee, Illinois, approximately 42.5 miles northwest of Chicago, Illinois and 48.2 miles south of Milwaukee. Located in Lake County, the Gurnee Mills Property has excellent visibility and direct access off of Interstate-94, the major north/south thoroughfare connecting Chicago and Milwaukee. Additional demand drivers in the area include Six Flags and KeyLime Cove Indoor Waterpark and Resort (“KeyLime Cove”), which are located directly southeast of the Gurnee Mills Property on the opposite side of Interestate-94. Six Flags is one of the Midwest’s largest theme and amusement/outdoor water parks, with over 100 rides and attractions that generate approximately 3.0 million visitors per year. KeyLime Cove includes a 65,000 square foot waterpark, seven restaurants, two spas and 414 resort style guestrooms and suites. KeyLime Cove was recently named among the top 10 water parks in the United States by two major news publications. The average daily traffic along Interestate-94 is 86,600 and 39,600 along Grand Avenue, which runs eight miles east to Lake Michigan and is the main access point for the Gurnee Mills Property. The area also benefits from the Naval Station Great Lakes, located eight miles southeast of the Gurnee Mills Property. The campus is home to the United States Navy’s only recruit training base, which graduates nearly 40,000 recruits annually.

 

According to the appraisal, the Gurnee Mills Property is located in the Lake/McHenry County submarket and has a primary trade area that encompasses a ten-mile radius. The 2015 population within a five- and 10-mile radius were reported at approximately 122,401 and 454,466, respectively, and average household income within the same radii were reported at approximately $102,298 and $94,579, respectively. The population is expected to grow 0.8% and 0.9% within the same five- and ten-mile radius from 2015 to 2020.

 

The appraiser estimated market rent for Gurnee Mills Property to be $15.95 per square foot on a triple net basis, compared to $14.38 per square foot at the Gurnee Mills Mortgaged Property. The appraiser concluded a vacancy rate of 5.0% and a third party market research report indicated a second quarter 2016 retail vacancy rate within a 3-mile radius of 1.7% and a competitive set vacancy of 5.4%.

 

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

 

  5 

 

 

GURNEE MILLS

 

The following table presents certain information relating to comparable properties to the Gurnee Mills Property:

 

Competitive Set(1)

 

 

Gurnee Mills
(Subject)

Fashion
Outlets of
Chicago
Chicago
Premium
Outlets
Pleasant
Prairie
Premium
Outlets
Huntley
Outlet Center
Hawthorn
Center
Woodfield
Mall
Old Orchard
Location Gurnee, IL Rosemont, IL Aurora, IL Pleasant Prairie, WI Huntley, IL Vernon Hills, IL Schaumburg, IL Skokie, IL
Distance from Subject -- 29.0 miles 44.0 miles 8.7 miles 30.3 miles 10.0 miles 24.0 miles 25.0 miles
Property Type Super-Regional Center/Outlet Mall Super-Regional Center/Outlet Mall Outlet Center Outlet Center Outlet Center Super-Regional Center/Mall Enclosed Regional Mall Enclosed Regional Mall
Year Built/Renovated 1991/2014 2013/NAP 2004/2015 1988/2006 1994/2005 2014/2015 1999/2016 1956/1995
Anchors Sears Grand, Bass Pro Shops, Macy’s, Kohl’s, Floor & Décor Bloomingdale’s Outlet, Forever 21, Last Call Neiman Marcus, Nike, Saks Fifth Avenue Off 5th

Nike, Polo, Ann Taylor, Adidas, Timberland, Eddie Bauer, Gap, Saks Fifth Avenue – Off 5th, J.Crew, Coach, Old Navy,

 

Under Armour

 

Nike, Gap, Hilfiger, Under Armour, Coach Adidas, Timberland, Jockey, Bass, Polo, J. Crew, Banana Eddie Bauer, Reebok, Carters, Gap, Bose, Banana, Aeropostale Sears, Macy’s, JCPenney, Carson Pirie Scott Nordstrom, Lord & Taylor, JCPenney, Sears, Macy’s Nordstrom, Lord & Taylor, Macy’s, Bloomingdale’s, Cinema, Barnes & Noble
Total GLA 1,934,721 SF 528,112 SF 690,000 SF 776,000 SF 279,387 SF 1,329,555 SF 2,208,000 SF 1,740,000 SF
Total Occupancy 95%(2) 98% 97% 98% 80% 93% 95% 94%

 

(1)Information obtained from the appraisal.

(2)As of September 22, 2016, the Gurnee Mills Mortgaged Property was 91.1% leased and 81.9% occupied. See “Cash Flow Analysis” section.

 

The Borrower. The borrower is Mall at Gurnee Mills, LLC, a Delaware limited liability company and single purpose entity with two independent directors. Legal counsel to the borrower delivered a non-consolidation opinion in connection with the origination of the Gurnee Mills Whole Loan. Simon Property Group, L.P. is the guarantor of certain nonrecourse carveouts under the Gurnee Mills Whole Loan. The liability of the guarantor under the non-recourse carveout provisions in the loan documents is capped at $55.0 million plus reasonable collection costs. See “Description of the Mortgage Pool-Certain Terms of the Mortgage Loans-Non-Recourse Obligations” in the Preliminary Prospectus.

 

The Sponsor. The sponsor is Simon Property Group, L.P. Simon Property Group, L.P. is an affiliate of SPG. SPG was founded in 1960 and is headquartered in Indianapolis, Indiana. SPG (NYSE: SPG, rated A2/A by Moody’s and S&P) is an S&P 100 company and the largest public real estate company in the world. SPG currently owns or has an interest in 231 retail real estate properties in North America, Europe and Asia comprising 191 million square feet. SPG has sponsored other real estate projects that have been the subject of mortgage loan defaults, foreclosure proceedings and deeds-in-lieu of foreclosure. See “Description of the Mortgage Pool—Default History, Bankruptcy Issues and Other Proceedings” in the Preliminary Prospectus.

 

Escrows. No upfront escrows were collected at origination.

 

Ongoing reserves for taxes are not required as long as (i) there is no event of default; (ii) no DSCR Reserve Trigger Event (as defined below) exists; and (iii) the borrower (a) pays all taxes prior to the assessment of any late payment penalty and the date that such taxes become delinquent or (b) upon request, provides the lender with satisfactory evidence of such payment of taxes. Ongoing reserves for insurance are not required as long as (i) no event of default exists and (ii) the borrower provides satisfactory evidence that the Gurnee Mills Mortgaged Property is insured under an acceptable blanket policy.

 

Ongoing replacement reserves are not required as long as no DSCR Reserve Trigger Event or event of default exists. Following the occurrence and during the continuance of a DSCR Reserve Trigger Event or an event of default, the borrower is required to deposit $29,926 per month for replacement reserves.

 

Ongoing reserves for tenant improvements and leasing commissions (“TI/LC”) are not required as long as no DSCR Reserve Trigger Event or event of default exists. Following the occurrence and during the continuance of a DSCR Reserve Trigger Event or an event of default, the borrower is required to deposit $94,204 per month for TI/LC reserves. The borrower shall have the right to provide a guaranty from the guarantors for all monthly deposits to the TI/LC reserve required by the loan documents so long as no DSCR Reserve Trigger Event or event of default exists.

 

A “DSCR Reserve Trigger Event” means the debt service coverage ratio for the Gurnee Mills Whole Loan based on the trailing four calendar quarter period immediately preceding the date of determination is less than 1.20x for two consecutive calendar quarters.

 

Lockbox and Cash Management. The Gurnee Mills Whole Loan requires a lender-controlled lockbox account, which is already in place, and that the borrower direct tenants to pay their rents directly into such lockbox account. The loan documents also require that all rents received by the borrower or the property manager be deposited into the lockbox account within two business days of receipt. Prior to the occurrence of a Cash Trap Event Period (as defined below), all cash flow is distributed to the borrower. During a Cash Trap Event Period, all cash flow is swept to a lender-controlled cash management account.

 

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

 

  6 

 

 

GURNEE MILLS

 

A “Cash Trap Event Period” means the occurrence of: (i) an event of default; (ii) any bankruptcy or insolvency action of the borrower; (iii) any bankruptcy or insolvency action of the property manager if the property manager is affiliated with the borrower (provided that the property manager is not replaced within 60 days with a qualified manager); or (iv) a DSCR Reserve Trigger Event.

 

A Cash Trap Event Period may be cured (a) if the Cash Trap Event Period is caused solely by the occurrence of a DSCR Reserve Trigger Event, the achievement of a debt service coverage ratio of 1.20x or greater for two consecutive calendar quarters based upon the trailing four calendar quarter period immediately preceding the date of determination; (b) if the Cash Trap Event Period is caused solely by clause (i) above, by the acceptance of the lender of a cure of such event of default, provided that the lender has not accelerated the loan, moved for a receiver or commenced foreclosure proceedings; or (c) if the Cash Trap Event Period is caused solely by clause (iii) above, if the borrower replaces the property manager or such bankruptcy or insolvency action is discharged or dismissed without any adverse consequences to the property or the loan. The cures in this paragraph are also subject to the following conditions: (i) no event of default shall have occurred and be continuing; (ii) the borrower pays all of the lender’s reasonable out-of-pocket expenses incurred in connection with curing such Cash Trap Event Period including reasonable attorney’s fees and expenses; and (iii) the borrower may not cure a Cash Trap Event Period (x) more than a total of five times in the aggregate during the term of the loan or (y) triggered by a bankruptcy or insolvency action.

 

Property Management. The Gurnee Mills Property is managed by an affiliate of the borrower.

 

Assumption. The borrower has the right to transfer the Gurnee Mills Mortgaged Property provided that certain conditions are satisfied, including (i) no event of default has occurred and is continuing; (ii) in the event that in connection with such transfer, the manager will not thereafter continue to manage the Gurnee Mills Mortgaged Property, then a replacement management agreement with a qualified manager must be executed acceptable to lender; (iii) the transferee must not have been a party to any bankruptcy action within the previous seven years and there is no material litigation or regulatory action pending against the transferee unreasonable to lender; and (iv) the transferee is a qualified transferee meeting the requirements set forth in the loan documents or the lender receives rating agency confirmation that the sale and assumption will not result in a downgrade, withdrawal or qualification of the respective ratings assigned to the Series 2016-C36 certificates and similar confirmations from each rating agency rating any securities backed by any of the Gurnee Mills Companion Loans with respect to the ratings of such securities.

 

Partial Release. Not permitted.

 

Real Estate Substitution. Not permitted.

 

Subordinate and Mezzanine Indebtedness. Not permitted.

 

Ground Lease. None.

 

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

 

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

 

  7 

 

 

No. 2 – 101 Hudson Street
 
Loan Information   Property Information
Mortgage Loan Seller: Wells Fargo Bank, National Association   Single Asset/Portfolio: Single Asset

Credit Assessment

(Fitch/Moody’s/Morningstar):

NR/NR/NR   Property Type: Office
Original Principal Balance(1): $67,500,000   Specific Property Type: CBD
Cut-off Date Balance(1): $67,500,000   Location: Jersey City, NJ
% of Initial Pool Balance: 7.9%   Size: 1,341,649 SF
Loan Purpose: Refinance   Cut-off Date Balance Per SF(1): $186.34
Borrower Name: 101 Hudson Realty L.L.C.   Year Built/Renovated: 1992/2015
Sponsor: Mack-Cali Realty, L.P.   Title Vesting: Fee
Mortgage Rate: 3.117%   Property Manager: Self-managed
Note Date: September 30, 2016   4th Most Recent Occupancy (As of): 89.0% (12/31/2012)
Anticipated Repayment Date: NAP   3rd Most Recent Occupancy (As of): 83.4% (12/31/2013)
Maturity Date: October 11, 2026   2nd Most Recent Occupancy (As of): 87.0% (12/31/2014)
IO Period: 120 months   Most Recent Occupancy (As of): 90.2% (12/31/2015)
Loan Term (Original): 120 months   Current Occupancy (As of): 98.3% (9/21/2016)
Seasoning: 1 month    
Amortization Term (Original): None   Underwriting and Financial Information:
Loan Amortization Type: Interest-only, Balloon      
Interest Accrual Method: Actual/360   4th Most Recent NOI (As of)(3): $16,510,717 (12/31/2013)
Call Protection: L(25),GRTR 1% or YM(88),O(7)   3rd Most Recent NOI (As of)(3): $20,587,281 (12/31/2014)
Lockbox Type: Hard/Springing Cash Management   2nd Most Recent NOI (As of)(3): $21,296,669 (12/31/2015)
Additional Debt(1): Yes   Most Recent NOI (As of)(3): $23,104,804 (TTM 7/31/2016)
Additional Debt Type(1): Pari Passu    
      U/W Revenues: $50,810,573
      U/W Expenses: $18,681,652
Escrows and Reserves(2):         U/W NOI: $32,128,921
          U/W NCF: $29,075,403
Type: Initial Monthly Cap (If Any)   U/W NOI DSCR(1): 4.07x
Taxes $0 Springing NAP   U/W NCF DSCR(1): 3.68x
Insurance $0 Springing NAP   U/W NOI Debt Yield(1): 12.9%
Replacement Reserves $0 Springing NAP   U/W NCF Debt Yield(1): 11.6%
TI/LC $0 Springing NAP   As-Is Appraised Value: $482,500,000
Deferred Maintenance $104,000 $0 NAP   As-Is Appraisal Valuation Date: September 6, 2016
Outstanding TI/LC Reserve $16,270,684 $0 NAP   Cut-off Date LTV Ratio(1): 51.8%
Rent Concession Reserve $2,779,153 $0 NAP   LTV Ratio at Maturity or ARD(1): 51.8%

 

(1)See “The Mortgage Loan” section. All statistical financial information related to balances per square foot, loan-to-value ratios, debt service coverage ratios and debt yields are based on the 101 Hudson Street Whole Loan (as defined below).

(2)See “Escrows” section.

(3)See “Cash Flow Analysis” section.

 

The Mortgage Loan. The mortgage loan (the “101 Hudson Street Mortgage Loan”) is part of a whole loan (the “101 Hudson Street Whole Loan”) that is evidenced by five pari passu promissory notes (Notes A-1, A-2, A-3, A-4 and A-5) secured by a first mortgage encumbering an office building located in Jersey City, New Jersey (the “101 Hudson Street Property”). The 101 Hudson Street Whole Loan was co-originated on September 30, 2016 by Wells Fargo Bank, National Association, Bank of America, N.A. and Barclays Bank PLC. The 101 Hudson Street Whole Loan had an original principal balance of $250,000,000, has an outstanding principal balance as of the Cut-off Date of $250,000,000 and accrues interest at an interest rate of 3.117% per annum. The 101 Hudson Street Whole Loan had an initial term of 120 months, has a remaining term of 119 months as of the Cut-off Date and requires payments of interest only through the term of the 101 Hudson Street Mortgage Loan. The 101 Hudson Street Whole Loan matures on October 11, 2026.

 

The 101 Hudson Street Mortgage Loan, evidenced by the non-controlling Note A-2, which will be contributed to the WFCM 2016-C36 Trust, had an original principal balance of $67,500,000 and has an outstanding principal balance as of the Cut-off Date of $67,500,000. The controlling Note A-1, with an original principal balance of $70,000,000, is currently held by Wells Fargo Bank, National Association and is expected to be contributed to a future trust or trusts. The non-controlling Note A-3 and Note A-4, with an aggregate original principal balance of $56,250,000, are currently held by Bank of America, N.A. and are expected to be contributed to a future trust or trusts. The non-controlling Note A-5, with an original principal balance of $56,250,000, is currently held by Barclays Bank PLC and is expected to be contributed to a future trust or trusts. The lender provides no assurances that any non-securitized pari passu note will not be split further. See “Description of the Mortgage Pool—The Whole Loans—The Servicing Shift Whole Loans—The 101 Hudson Street Whole Loan” and “Pooling and Servicing Agreement” in the Preliminary Prospectus.

 

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

 

  8 

 

 

101 HUDSON STREET 

 

Note Summary

 

Notes Original Balance   Note Holder Controlling Interest
A-1 $70,000,000   Wells Fargo Bank, National Association Yes
A-2 $67,500,000   WFCM 2016-C36 No
A-3 $30,000,000   Bank of America, N.A. No
A-4 $26,250,000   Bank of America, N.A. No
A-5 $56,250,000   Barclays Bank PLC No
Total $250,000,000      

 

Following the lockout period, the borrower has the right to prepay the 101 Hudson Street Mortgage Loan in whole, but not in part, on any date before April 11, 2026, provided that the borrower pay the greater of a yield maintenance premium or a prepayment premium equal to 1.0% of the principal amount being prepaid. In addition, the 101 Hudson Street Mortgage Loan is prepayable without penalty on or after April 11, 2026.

 

Sources and Uses

 

Sources         Uses      
Original whole loan amount $250,000,000    100.0%   Loan payoff(1) $0   0.0%
          Reserves 19,153,837   7.7   
          Closing costs 1,733,229   0.7   
          Return of equity 229,112,934   91.6   
Total Sources $250,000,000   100.0%   Total Uses $250,000,000   100.0%

 

(1)The 101 Hudson Street Property was previously unencumbered by debt.

 

The Property. The 101 Hudson Street Property is a 42-story, class A office tower totaling approximately 1,341,649 square feet located in Jersey City, New Jersey within the center of Jersey City’s Waterfront district. The 101 Hudson Street Property is the second tallest office building in Jersey City and features views of the New York City Harbor and Manhattan skyline, 17-foot ceiling heights, ground floor retail, a landscaped courtyard area and an attached 900-space parking garage resulting in a parking ratio of 1.5 spaces per 1,000 feet of rentable area. Additionally, the 101 Hudson Street Property is Wired Certified Platinum, a certification awarded to buildings with the fastest, most reliable internet connections and telecom infrastructures. Built in 1992 and renovated in 2015, the 101 Hudson Street Property features investment-grade tenancy that accounts for approximately 58.1% of net rentable area and approximately 53.0% of in-place underwritten base rent. The 101 Hudson Street Property features a diverse tenant roster comprising 39 tenants with the largest tenant, Bank of America (rated A/Baa1/BBB+ by Fitch, Moody’s and S&P), representing 28.9% of the net rentable area and 21.8% of the underwritten base rent. Bank of America executed a 10-year lease renewal in March 2016, extending their lease through March 2027. In addition to the lease extension, Bank of America expanded into an additional 53,372 square feet (4.0% of net rentable area). The 101 Hudson Street Property has benefited from significant leasing momentum with approximately 359,225 square feet (26.8% of net rentable area) having signed a new lease or renewal since 2015. Over the past eleven years, the 101 Hudson Street Property has averaged 92.9% occupancy, and as of September 21, 2016, the 101 Hudson Street Property was 98.3% occupied by 39 tenants subject to 57 leases.

 

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

 

  9 

 

 

101 HUDSON STREET 

 

The following table presents certain information relating to the tenancies at the 101 Hudson Street Property:

 

Major Tenants

 

Tenant Name Credit Rating (Fitch/Moody’s/
S&P)(1)
Tenant NRSF % of
NRSF
Annual U/W Base Rent PSF(2) Annual
U/W Base Rent(2)
% of Total Annual U/W Base Rent Lease
Expiration
Date
             
Major Tenants          
Bank of America A/Baa1/BBB+ 388,207 28.9% $22.26 $8,641,488 21.8% 3/31/2027(3)
National Union Fire Insurance NR/A2/A+ 271,533(4) 20.2% $30.00 $8,145,990 20.5% 4/30/2018(5)
Tullett Prebon Holdings Corp. BBB-/Ba1/NR 100,909(6) 7.5% $31.05 $3,132,809 7.9% 11/30/2023(7)
Jeffries LLC BBB-/Baa3/BBB- 62,763 4.7% $34.00 $2,133,942 5.4% 6/30/2023(8)
First Data Corporation CCC+/B3/B+ 54,669 4.1% $35.14 $1,921,135 4.8% 5/31/2026(9)(10)
GBT US LLC NR/NR/NR 49,563 3.7% $38.75 $1,920,566 4.8% 11/30/2026(11)
United States Fire Insurance NR/Baa1/A- 35,040 2.6% $38.00 $1,331,520 3.4% 7/31/2032
World Business Lenders LLC NR/NR/NR 35,040 2.6% $37.00 $1,296,480 3.3% 1/31/2027(12)
Total Major Tenants 997,724 74.4% $28.59 $28,523,930 71.8%  
               
Non-Major Tenants   321,566(13) 24.0% $34.82(13) $11,197,678 28.2%  
               
Occupied Collateral Total   1,319,290(13) 98.3% $30.11(13) $39,721,608 100.0%  
               
Vacant Space   22,359 1.7%        
               
Collateral Total   1,341,649 100.0%        
               

 

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

(2)Annual U/W Base Rent PSF and Annual U/W Base Rent include contractual rent steps through October 2017 totalling $1,648,952.

(3)Bank of America has two, five-year extension options for 53,372 square feet.

(4)National Union Fire Insurance is not currently in occupancy of 139,536 square feet (10.4% of net rentable area). See “Cash Flow Analysis” section.

(5)National Union Fire Insurance has two, five-year extension options for 133,471 square feet.

(6)Tullett Prebon Holdings Corp. is not currently in occupancy of 37,387 square feet (2.8% of net rentable area). See “Cash Flow Analysis” section.

(7)Tullett Prebon Holdings Corp. has one, five-year extension option.

(8)Jeffries LLC has two, five-year extension options.

(9)First Data Corporation has the option to terminate its lease effective December 31, 2023 with required notice by June 30, 2022 and a termination fee of approximately $2,107,496.

(10)First Data Corporation has one, five-year extension option.

(11)GBT US LLC has one, five-year extension option.

(12)World Business Lenders LLC has one, five-year extension option.

(13)Includes two units occupied as a management office (2,778 square feet) and management storage (1,650 square feet), each with no attributed underwritten base rent. The Non-Major Tenants Annual U/W Base Rent PSF and Occupied Collateral Total Annual U/W Base Rent PSF excluding these spaces are $35.31 per square foot and $30.21 per square foot, respectively.

 

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

 

  10 

 

 

101 HUDSON STREET 

 

The following table presents certain information relating to the lease rollover schedule at the 101 Hudson Street Property:

 

Lease Expiration Schedule(1)(2)

 

Year Ending
 December 31,
No. of Leases Expiring Expiring NRSF % of Total NRSF Cumulative Expiring NRSF Cumulative % of Total NRSF Annual
 U/W
Base Rent
% of Total Annual U/W Base Rent Annual
 U/W
Base Rent
 PSF(3)
MTM(4) 3 5,271 0.4% 5,271 0.4% $38,778 0.1% $7.36
2016 0 0 0.0% 5,271 0.4% $0 0.0% $0.00
2017 6 71,589 5.3% 76,860 5.7% $2,649,476 6.7% $37.01
2018 14 321,335 24.0% 398,195 29.7% $10,127,523 25.5% $31.52
2019 4 29,846 2.2% 428,041 31.9% $1,074,568 2.7% $36.00
2020 2 4,170 0.3% 432,211 32.2% $158,719 0.4% $38.06
2021 2 15,257 1.1% 447,468 33.4% $551,665 1.4% $36.16
2022 5 22,869 1.7% 470,337 35.1% $873,064 2.2% $38.18
2023 6 184,370 13.7% 654,707 48.8% $5,997,183 15.1% $32.53
2024 2 25,557 1.9% 680,264 50.7% $513,696 1.3% $20.10
2025 2 25,528 1.9% 705,792 52.6% $867,952 2.2% $34.00
2026 7 127,625 9.5% 833,417 62.1% $4,639,147 11.7% $36.35
Thereafter 6 485,873 36.2% 1,319,290 98.3% $12,229,837 30.8% $25.17
Vacant 0 22,359 1.7% 1,341,649 100.0% $0 0.0% $0.00
Total/Weighted Average(4) 59(5) 1,341,649 100.0%     $39,721,608 100.0% $30.11(4)

 

(1)Information obtained from 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 and that are not considered in the Lease Expiration Schedule.

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

(4)Includes two units occupied as a management office (2,778 square feet) and management storage (1,650 square feet), each with no attributed underwritten base rent. The Total Annual U/W Base Rent PSF excluding these spaces is $30.21 per square foot.

(5)The 101 Hudson Street Property is occupied by 39 tenants subject to 57 leases.

 

The following table presents historical occupancy percentages at the 101 Hudson Street Property:

 

Historical Occupancy

 

12/31/2012(1) 

 

12/31/2013(1) 

 

12/31/2014(1) 

 

12/31/2015(1) 

 

9/21/2016(2) 

89.0%   83.4%   87.0%   90.2%   98.3%

 

(1)Information obtained from the borrower.

(2)Information obtained from the underwritten rent roll.

 

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

 

  11 

 

 

101 HUDSON STREET 

 

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 101 Hudson Street Property:

 

Cash Flow Analysis

 

    2013(1)  
2014(1)
  2015(1)   TTM
7/31/2016(1)
  U/W(1)(2)   % of U/W Effective
Gross
Income
  U/W $
per SF
 
Base Rent   $28,311,298   $29,284,205   $30,453,201   $31,975,694   $38,568,810(3)   75.9%   $28.75  
Grossed Up Vacant Space   0   0   0   0   2,098,929   4.1   1.56  
Straight Line Average Rent   0   0   0   0   1,106,341(4)   2.2   0.82  
Percentage Rent   381,069   154,426   209,962   139,808   204,500   0.4   0.15  
Free Rent Adjustment   (4,153,515)   (319,825)   (822,438)   (1,383,837)   0   0.0   0.00  
Total Reimbursables   7,856,996   8,407,351   7,696,085   7,964,296   9,584,061   18.9   7.14  
Other Income   805,904   702,221   1,034,201   1,264,812   1,346,861   2.7   1.00  
Less Vacancy & Credit Loss   0   0   0   0   (2,098,929)(5)   (4.1)   (1.56)  
Effective Gross Income   $33,201,752   $38,228,378   $38,571,011   $39,960,773   $50,810,573   100.0%   $37.87  
                               
Total Operating Expenses   $16,691,035   $17,641,097   $17,274,342   $16,855,969   $18,681,652   36.8%   $13.92  
                               
Net Operating Income   $16,510,717   $20,587,281   $21,296,669   $23,104,804   $32,128,921   63.2%   $23.95  
TI/LC   0   0   0   0   2,771,771   5.5   2.07  
Capital Expenditures   0   0   0   0   281,746   0.6   0.21  
Net Cash Flow   $16,510,717   $20,587,281   $21,296,669   $23,104,804   $29,075,403   57.2%   $21.67  
                               
NOI DSCR(6)   2.09x   2.61x   2.70x   2.92x   4.07x          
NCF DSCR(6)   2.09x   2.61x   2.70x   2.92x   3.68x          
NOI DY(6)   6.6%   8.2%   8.5%   9.2%   12.9%          
NCF DY(6)   6.6%   8.2%   8.5%   9.2%   11.6%          

 

(1)The increase in Base Rent and Effective Gross Income from 2013 through U/W was due to continued increase in occupancy from 83.4% as of December 31, 2013 to 98.3% as of September 21, 2016.

(2)National Union Fire Insurance is not currently in occupancy of 139,536 square feet (10.4% of net rentable area). Additionally, Tullett Prebon Holdings Corp. is not currently in occupancy of 37,387 square feet (2.8% of net rentable area). Current occupancy excluding these spaces is 85.1%, and the U/W NOI DSCR and U/W NCF DSCR are 3.52x and 3.17x, respectively, and the U/W NOI DY and U/W NCF DY are 11.1% and 10.0%, respectively.

(3)U/W Base Rent includes contractual rent steps through October 2017 totaling $1,648,952.

(4)U/W Straight Line Average Rent represents the average rent over the lease term in excess of the U/W Base Rent for the following tenants, all of which are rated investment grade by Fitch, Moody’s and/or S&P: Federal Farm Credit Bank, United States Fire Insurance, Berkeley Insurance Company, MCI Communications Services, Jeffries LLC and Bank of America.

(5)The underwritten economic vacancy is 5.0%. The 101 Hudson Street Property was 98.3% physically occupied as of September 21, 2016.

(6)The debt service coverage ratios and debt yields are based on the 101 Hudson Street Whole Loan.

 

Appraisal. As of the appraisal valuation date of September 6, 2016, the 101 Hudson Street Property had an “as-is” appraised value of $482,500,000.

 

Environmental Matters. According to the Phase I environmental site assessment dated August 30, 2016, there was evidence of one recognized environmental condition at the 101 Hudson Street Property.

 

The Phase I environmental consultant identified two 10,000-gallon underground storage tanks (“USTs”) at the 101 Hudson Street Property, containing heating oil that is used to fuel the dual boilers for heating the building. The USTs are double-walled tanks constructed of fiberglass reinforced plastic and were installed at the 101 Hudson Street Property in 1991. Although there was no evidence of leaks or spills, the Phase I environmental consultant considered the USTs a recognized environmental condition due to their age. The USTs are registered and compliant through June 30, 2017. The Sponsor (as defined below) has obtained a $1.0 million Storage Tank Third-Party Liability, Corrective Action and Clean-Up Costs Insurance Policy from AIG. See “Description of the Mortgage Pool—Environmental Considerations” in the Preliminary Prospectus.

 

Market Overview and Competition. The 101 Hudson Street Property is located in Jersey City’s Waterfront District, situated on the west side of the Hudson River across from Manhattan. The Waterfront District is comprised of a number of high-rise office buildings as well as new residential developments. There are currently 18 major residential developments under construction in the Waterfront District that will bring more than 5,900 units to market by the end of 2018. The 101 Hudson Street Property is located in the ongoing development known as the Colgate Center, a 42-acre, mixed-use development. Currently, there is 3.5 million square feet of office space in the Colgate Center in four office towers, plus 1,733 residential units within four properties. The 2016 population and average household income within a one-mile radius of the 101 Hudson Street Property was 48,701 and $153,350, respectively.

 

The Port Authority Trans-Hudson (“PATH”) system provides subway and train lines to New York City, and maintains three of its seven New Jersey train stations within the Waterfront District including the Exchange Place Station, which is located one block from the 101 Hudson Street Property. PATH encompasses a total of 13.9 miles of rail lines and currently serves over 200,000 passengers daily. Additionally, the Hudson-Bergen Light Rail Transit System, Hudson County’s 34.1-mile light rail system, has a station directly adjacent to the 101 Hudson Street Property.

 

According to the appraisal, the 101 Hudson Street Property is located in the Waterfront submarket of the New Jersey office market, which is defined as the area along the Hudson River that extends from Jersey City to the George Washington Bridge. As of the second quarter of 2016, the Waterfront submarket contained approximately 19.3 million square feet (12.3% of the New Jersey office market) and reported a vacancy rate of 8.7%. For that same period, the Waterfront submarket reported positive net absorption of 121,013 square feet and an average asking rent of $35.33 per square foot, gross.

 

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

 

 

101 HUDSON STREET 

 

The following table presents certain information relating to comparable office leases for the 101 Hudson Street Property:

 

Comparable Leases(1)

 

Property
Name/Location
Year Built/ Renovated Stories Total GLA (SF) Total Occupancy Distance from Subject Tenant Name Lease Date/Term Lease Area (SF) Annual Base Rent PSF Lease Type
Waterfront Corporate Center III Hoboken, NJ       2014/NAP 14 507,781 100% 2.0 miles Jet.com March 2016/ 12.0 Yrs 39,900 $51.50 MG
Waterfront Corporate Center III Hoboken, NJ       2014/NAP 14 507,781 100% 2.0 miles Newell Rubbermaid March 2016 / 10.5 Yrs 99,960 $51.00 MG
Waterfront Corporate Center III Hoboken, NJ       2014/NAP 14 507,781 100% 2.0 miles NICE Systems October 2015 / 11.0 Yrs 59,990 $44.00 MG
Harborside Financial Center 5  Jersey City, NJ       2002/NAP 34 977,225 94% 0.2 miles Ishi Systems, Inc. March 2013 / 10.6 Yrs 12,365 $37.00 MG
Harborside Plaza Two Jersey City, NJ       1930/1990 10 900,000 63% 0.4 miles Zurich Insurance August 2016 / 15.0 Yrs 64,414 $41.00 MG
Harborside Plaza Two Jersey City, NJ       1930/1990 10 900,000 63% 0.4 miles Cardinia Real Estate July 2016 / 15.0 Yrs 79,771 $37.50 MG
Newport Office Tower Jersey City, NJ       1990/NAP 36 1,099,768 77% 0.8 miles FX Direct Dealer LLC March 2016 / 10.7 Yrs 15,912 $35.00 MG
Newport Office Tower Jersey City, NJ       1990/NAP 36 1,099,768 77% 0.8 miles Golden Pear Funding April 2016 / 6.3 Yrs 3,842 $38.00 MG

 

(1)Information obtained from the appraisal and a third party market report.

 

The Borrower. The borrower is 101 Hudson Realty L.L.C., a Delaware limited liability company and single purpose entity with two independent directors. Legal counsel to the borrower delivered a non-consolidation opinion in connection with the origination of the 101 Hudson Street Whole Loan. Mack-Cali Realty, L.P., is the guarantor of certain nonrecourse carveouts under the 101 Hudson Street Whole Loan.

 

The Sponsor. The sponsor is Mack-Cali Realty, L.P. (“Mack-Cali”). As of June 30, 2016, Mack-Cali (NYSE: CLI, rated BB+/Ba1/BB+ by Fitch, Moody’s and S&P) owned or had interests in 269 properties, including 142 office and 109 flex properties, totaling approximately 29.1 million square feet, leased to approximately 1,700 commercial tenants, and 18 multi-family rental properties containing 5,434 residential units. Mack-Cali has sponsored other real estate projects that have been the subject of mortgage loan defaults, foreclosure proceedings and deeds-in-lieu of foreclosure. See “Description of the Mortgage Pool—Default History, Bankruptcy Issues and Other Proceedings” in the Preliminary Prospectus.

 

Escrows. The loan documents provide for an upfront escrow at closing in the amount of $104,000 for deferred maintenance, $16,270,684 for tenant improvements and leasing commissions (“TI/LCs”) associated with eleven tenants, and $2,779,153 for rent concessions related to six tenants. The loan documents provide for the borrower to post a $19,049,837 upfront letter of credit, which encompasses the (i) TI/LCs associated with eleven tenants ($16,270,684) and (ii) rent concessions related to six tenants ($2,779,153). The loan documents do not require monthly deposits for real estate taxes, TI/LCs and replacement reserves as long as (i) no event of default has occurred or is continuing and (ii) the debt service coverage ratio is at least 1.25x. The loan documents do not require monthly deposits for insurance premiums as long as (i) no event of default has occurred or is continuing; (ii) the debt service coverage ratio is at least 1.25x; (iii) the 101 Hudson Street Property is insured via an acceptable blanket insurance policy; and (iv) the borrower provides the lender with timely proof of payment of insurance premiums.

 

Lockbox and Cash Management. The 101 Hudson Street Whole Loan requires a lender-controlled lockbox account, which is already in place, and that the borrower directs all tenants to pay their rents directly to such lockbox account. The loan documents also require that all rents received by the borrower or the property manager be deposited into the lockbox account within one business days of receipt. Prior to the occurrence of Cash Trap Event Period (as defined below), all funds are required to be distributed to the borrower. During a Cash Trap Event Period, all excess cash flow is required to be swept to a lender-controlled cash management account.

 

A “Cash Trap Event Period” will commence upon the earlier of (i) the occurrence and continuance of an event of default or (ii) the debt service coverage ratio being less than 1.25x. A Cash Trap Event Period will end, with respect to clause (i), upon the cure of such event of default; or, with respect to clause (ii), upon the debt service coverage ratio being at least 1.25x for two consecutive calendar quarters.

 

Property Management. The 101 Hudson Street Property is managed by an affiliate of the borrower.

 

Assumption. The borrower has the unlimited right to transfer the 101 Hudson Street Property, provided that certain other conditions are satisfied, including, but not limited to: (i) no event of default has occurred and is continuing; (ii) the lender’s reasonable determination that the proposed transferee and guarantor satisfy the lender’s credit review and underwriting standards, taking into consideration transferee experience, financial strength and general business standing; and (iii) if requested by the lender, rating agency confirmation from Fitch, Moody’s and Morningstar that the transfer will not result in a downgrade, withdrawal or qualification of the respective ratings assigned to the Series 2016-C36 Certificates and similar confirmations from each rating agency rating any securities backed by the 101 Hudson Street companion loans with respect to the ratings of such securities.

 

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

 

 

101 HUDSON STREET 

 

Partial Release. Not permitted.

 

Real Estate Substitution. Not permitted.

 

Subordinate and Mezzanine Indebtedness. Not permitted.

 

Ground Lease. None.

 

Terrorism Insurance. The loan documents require that the “all risk” insurance policy required to be maintained by the borrower provide coverage for terrorism in an amount equal to the full replacement cost of the 101 Hudson Street Property, as well as business interruption insurance covering no less than the 18-month period following the occurrence of a casualty event, together with a six-month extended period of indemnity and subject to a cap equal to two times the premium for the casualty coverage on a stand-along basis.

 

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

 

  14 

 

 

No. 3 – Plaza America I & II
 
Loan Information   Property Information
Mortgage Loan Seller: Barclays Bank PLC   Single Asset/Portfolio: Single Asset
Credit Assessment (Fitch/Moody’s/Morningstar): NR/NR/NR   Property Type: Office
Original Principal Balance(1): $65,000,000   Specific Property Type: Suburban
Cut-off Date Balance(1): $65,000,000   Location: Reston, VA
% of Initial Pool Balance: 7.6%   Size: 514,615 SF
Loan Purpose: Refinance   Cut-off Date Balance Per SF(1): $242.90
Borrower Name: Plaza Office Realty I, LLC   Year Built/Renovated: 1999/NAP
Sponsors: Tamares Real Estate Holdings; Atlantic Realty Companies   Title Vesting: Fee
Mortgage Rate: 4.19012%   Property Manager: Self-managed
Note Date: July 20, 2016   4th Most Recent Occupancy (As of)(4): 75.1% (12/31/2012)
Anticipated Repayment Date: NAP   3rd Most Recent Occupancy (As of)(4): 82.2% (12/31/2013)
Maturity Date: August 6, 2026   2nd Most Recent Occupancy (As of)(4): 83.7% (12/31/2014)
IO Period: 120 months   Most Recent Occupancy (As of)(4): 91.9% (12/31/2015)
Loan Term (Original): 120 months   Current Occupancy (As of)(4): 88.4% (7/1/2016)
Seasoning: 3 months    
Amortization Term (Original): NAP   Underwriting and Financial Information:
Loan Amortization Type: Interest-only, Balloon      
Interest Accrual Method: Actual/360   4th Most Recent NOI: (As of)(5): $8,380,359 (12/31/2013)
Call Protection: L(27),D(86),O(7)   3rd Most Recent NOI (As of)(5): $9,433,492 (12/31/2014)
Lockbox Type: Hard/Upfront Cash Management   2nd Most Recent NOI (As of)(5): $10,004,976 (12/31/2015)
Additional Debt(1)(2): Yes   Most Recent NOI (As of)(5): $10,725,423 (TTM 7/31/2016)
Additional Debt Type(1)(2): Pari Passu; Mezzanine    
      U/W Revenues: $17,034,804
      U/W Expenses: $5,460,995
      U/W NOI: $11,573,809
Escrows and Reserves(3):         U/W NCF: $10,382,024
          U/W NOI DSCR(1): 2.18x
Type: Initial Monthly Cap (If Any)   U/W NCF DSCR(1): 1.96x
Taxes $166,997 $166,997 NAP   U/W NOI Debt Yield(1): 9.3%
Insurance $0 Springing NAP   U/W NCF Debt Yield(1): 8.3%
Replacement Reserves $0 $8,660 $311,769   As-Is Appraised Value: $195,000,000
TI/LC Reserve $4,118,237 $64,327 $2,315,770   As-Is Appraisal Valuation Date: June 9, 2016
CapTech/BB&T Reserve $3,600,000 $0 NAP   Cut-off Date LTV Ratio(1): 64.1%
Free Rent/Gap Rent Reserve $2,464,798 $0 NAP   LTV Ratio at Maturity or ARD(1): 64.1%
             
               
(1)See “The Mortgage Loan” section. All statistical financial information related to balances per square foot, loan-to-value ratios, debt service coverage ratios and debt yields are based on the Plaza America I & II Whole Loan.

(2)See “Subordinate and Mezzanine Indebtedness” section. The equity interest in the borrower has been pledged to secure mezzanine indebtedness with an original principal balance of $20,000,000. All statistical information related to the balances per square foot, loan-to-value ratios, debt service coverage ratios and debt yields are based solely on the Plaza America I & II Whole Loan. As of the Cut-off Date, the Cut-off Date Balance per SF, U/W NCF DSCR, U/W NCF Debt Yield, Cut-off Date LTV Ratio and LTV Ratio at Maturity or ARD based on the Plaza America I & II Whole Loan and the Plaza America I & II Mezzanine Loan (as defined below) were $281.76, 1.55x, 7.2%, 74.4% and 74.4%, respectively.

(3)See “Escrows” section.

(4)See “Historical Occupancy” section.

(5)See “Cash Flow Analysis” section.

 

The Mortgage Loan. The mortgage loan (the “Plaza America I & II Mortgage Loan”) is part of a whole loan (the “Plaza America I & II Whole Loan”) that is evidenced by two pari passu promissory notes (Notes A-1 and A-2) secured by a first mortgage encumbering the fee interest in two adjacent class A office buildings located in Reston, Virginia (the “Plaza America I & II Property”). The Plaza America I & II Whole Loan was originated on July 20, 2016 by Barclays Bank PLC. The Plaza America I & II Whole Loan had an original principal balance of $125,000,000, has an outstanding principal balance as of the Cut-off Date of $125,000,000 and accrues interest at an interest rate of 4.19012% per annum. The Plaza America I & II Whole Loan had an initial term of 120 months, has a remaining term of 117 months as of the Cut-off Date and requires payments of interest only through the term of the Plaza America I & II Whole Loan. The Plaza America I & II Whole Loan matures on August 6, 2026. See “Description of the Mortgage Pool—The Whole Loans—The Serviced Pari Passu Whole Loans—the Plaza America I & II Whole Loan” and “Pooling and Servicing Agreement” in the Preliminary Prospectus.

 

The Plaza America I & II Mortgage Loan, evidenced by the controlling Note A-1 which will be contributed to the WFCM 2016-C36 Trust, had an original principal balance of $65,000,000 and has an outstanding principal balance as of the Cut-off Date of $65,000,000. The non-controlling Note A-2, which has an original principal balance of $60,000,000, referred to herein as the “Plaza America I & II Companion Loan”, is expected to be contributed to the CGCMT 2016-P5 Trust.

 

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

 

  15 

 

 

PLAZA AMERICA I & II 

 

 

Note Summary

 

Notes Original Balance   Note Holder Controlling Interest
A-1 $65,000,000   WFCM 2016-C36 Yes
A-2 $60,000,000   CGCMT 2016-P5 No
Total $125,000,000      

 

Following the lockout period, the borrower has the right to defease the Plaza America I & II Whole Loan in whole, but not in part, on any date before February 6, 2026. In addition, the Plaza America I & II Whole Loan is prepayable without penalty on or after February 6, 2026. The lockout period will expire two years after the closing date of the securitization that includes the last note to be securitized.

 

Sources and Uses

 

Sources       Uses    
Original whole loan amount $125,000,000 80.7%   Loan payoff $142,633,123 92.1%
Mezzanine loan 20,000,000 12.9       Reserves 10,350,032 6.7 
Sponsor’s new cash contribution 9,932,681 6.4      Closing costs 1,949,526 1.3 
Total Sources $154,932,681 100.0%   Total Uses $154,932,681 100.0% 

 

The Property. The Plaza America I & II Property consists of two class A office towers totaling 514,615 square feet and a 1,689-space parking garage located in Reston, Virginia, approximately 15 miles northwest of Washington D.C. central business district. The Plaza America I & II Property was constructed in 1999 and is part of the larger 27-acre Plaza America development which also includes two additional class A office buildings with a separate parking garage (Plaza America III & IV) and a 164,400 square foot Whole Foods-anchored shopping center.

 

From 2005 through 2015, occupancy at the Plaza America I & II Property averaged approximately 90.1%. As of July 1, 2016, the Plaza America I & II Property was 88.4% leased to 48 tenants. With the exception of Software AG and NVR, Inc., no tenant represents more than 4.4% of the net rentable area or 5.2% of the underwritten base rent at the Plaza America I & II Property.

 

The largest tenant, Software AG, leases 14.2% of the net rentable area through February 2024 with two, five-year extension options remaining and has been a tenant at the Plaza America I & II Property since 2005. Software AG is a global infrastructure software company founded in 1969 and headquartered in Darmstadt, Germany. Software AG products help companies combine existing systems on-premises and in the cloud into a single platform to optimize and digitize their businesses. Software AG’s customers include nine of the 10 largest banks in the United States, numerous governments and governmental entities, and leading companies in the chemicals, education, energy, insurance, manufacturing, retail, telecom and transportation/logistics sectors. Software AG has more than 4,300 employees across 70 countries and generated revenues of €873.1 million in 2015.

 

The second largest tenant, NVR, Inc. (NYSE: NVR), leases 11.9% of the net rentable area through April 2026. NVR, Inc. is headquartered at the Plaza America I & II Property and has been a tenant since 2005. NVR, Inc. operates in two business segments, homebuilding and mortgage banking. The homebuilding unit sells and builds homes under the Ryan Homes, NVHomes and Heartland Homes trade names and operates in 28 metropolitan areas in 14 states and Washington D.C. NVR, Inc. is rated BBB+, Baa2 and BBB+ by Fitch, Moody’s and S&P, respectively, and generated revenues in excess of $5.1 billion in 2015.

 

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

 

 

PLAZA AMERICA I & II 

 

 

The following table presents certain information relating to the tenancy at the Plaza America I & II Property:

 

Major Tenants

 

Tenant Name Credit Rating (Fitch/Moody’s/S&P)(1) Tenant NRSF % of
NRSF
Annual U/W Base Rent PSF(2) Annual
U/W Base
Rent(2)
% of Total Annual U/W Base Rent Lease
Expiration
Date
             
Major Tenants          
Software AG(3)(4) NR / NR/ NR 73,235 14.2% $34.99 $2,562,615 15.4% 2/28/2024(5)
NVR, Inc.(6) BBB+ / Baa2 / BBB+ 61,113 11.9% $32.66 $1,996,205 12.0% 4/30/2026    
Veris Consulting(7) NR / NR/ NR 22,303 4.3% $39.23 $874,872 5.2% 5/31/2020(8)
Metro Offices NR / NR/ NR 22,303 4.3% $38.04 $848,360 5.1% 2/28/2021(9)
Federal Network Systems(10) NR / NR/ NR 22,631 4.4% $35.25 $797,743 4.8% 8/31/2024(11)
Lockheed Martin BBB+ / Baa1 / BBB+ 20,910 4.1% $37.69 $788,123 4.7% 1/31/2019(12)
SMC(13)(14)(15) NR / NR/ NR 21,173 4.1% $36.62 $775,353 4.7% 10/31/2026(16)
Keller Williams Realty NR / NR/ NR 18,502 3.6% $39.06 $722,686 4.3% 7/31/2024(17)
Informatica(18) NR / NR / NR 12,887 2.5% $40.13 $517,108 3.1% 3/31/2023(19)
Softeon NR / NR / NR 12,557 2.4% $36.69 $460,685 2.8% 6/30/2018(20)
Total Major Tenants 287,614 55.9% $35.96 $10,343,749  62.0%  
             
Non-Major Tenants 167,336 32.5% $37.82 $6,327,953  38.0%  
               
Occupied Collateral Total 454,950 88.4% $36.65 $16,671,702 100.0%  
               
Vacant Space   59,665 11.6%        
               
Collateral Total 514,615 100.0%        
               
                 
(1)Certain ratings are those of the parent company whether or not the parent guarantees the lease.

(2)Annual U/W Base Rent PSF and Annual U/W Base Rent include contractual rent steps through September 2017 totaling $444,269.

(3)Software AG leases (i) 72,347 square feet of office space at an underwritten annual rent of $35.23 per square foot, inclusive of a July 2017 contractual rent step, and (ii) 888 square feet of storage space at an underwritten annual rent of $15.36 per square foot.

(4)Software AG has the one-time right to reduce its office space by up to 20.0% on February 28, 2020 with nine months’ notice and the payment of a reduction fee equal to the product of (i) $20.00 and (ii) the number of square feet to be reduced.

(5)Software AG has two, five-year lease extension options.

(6)NVR, Inc. leases (i) 57,731 square feet of office space at an underwritten annual rent of $33.09 per square foot, inclusive of a May 2017 contractual rent step, (ii) 2,842 square feet of office space at an underwritten annual rent of $27.61 per square foot, inclusive of a May 2017 contractual rent step, and (iii) 540 square feet of storage space at an underwritten annual rent of $13.25 per square foot, inclusive of a July 2017 contractual rent step.

(7)Veris Consulting subleases 7,200 square feet of its space to Vault Consulting, a corporate spin-off, through the remainder of its lease term at an annual rent of $33.00 per square foot pursuant to a sublease agreement dated January 1, 2016. The annual rent under the Veris Consulting lease of $39.23 per square foot was underwritten for the sublease space, inclusive of a June 2017 contractual rent step. Both Veris Consulting and Vault Consulting have the right to terminate the sublease on December 31, 2017 or December 31, 2018 with six months’ notice.

(8)Veris Consulting has one, five-year lease extension option.

(9)Metro Offices has one, ten-year lease extension option.

(10)Federal Network Systems has the one-time right to terminate its lease on August 31, 2022 with ten months’ notice and the payment of a termination fee.

(11)Federal Network Systems has one, five-year lease extension option.

(12)Lockheed Martin has one, five-year lease extension option.

(13)Stanley Martin Communities (“SMC”) leases (i) 20,914 square feet of office space at an underwritten annual rent of $36.90 per square foot, inclusive of a February 2017 contractual rent step, and (ii) 259 square feet of storage space at an underwritten annual rent of $14.00 per square foot.

(14)SMC has the one-time right to terminate its lease on August 31, 2023 with 12 months’ notice and the payment of a termination fee.

(15)SMC subleases 4,160 square feet of its office space to Digital Insurance, Inc. through June 30, 2021 at an annual rent of $34.00 per square foot pursuant to a sublease agreement dated January 5, 2016. The annual office rent under the SMC lease of $36.90 per square foot was underwritten for the sublease space, inclusive of a February 2017 contractual rent step. Digital Insurance, Inc. has the right to terminate the sublease on June 30, 2019 with 12 months’ notice and the payment of a termination fee.

(16)SMC has one, five-year lease extension option.

(17)Keller Williams Realty has one, five-year lease extension option.

(18)Informatica subleases its space to Acuity, Inc. for the remainder of its lease term at an annual rent of $24.00 per square foot pursuant to a sublease agreement dated June 30, 2016. The annual rent under the Informatica lease of $40.13 per square foot was underwritten for the sublease space, inclusive of a December 2016 contractual rent step.

(19)Informatica has one, five-year lease extension option, however, the subtenant Acuity, Inc. is not entitled to the lease extension option provided for in the Informatica lease.

(20)Softeon has one, five-year lease extension option.

 

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

 

  17 

 

 

PLAZA AMERICA I & II 

 

 

The following table presents certain information relating to the lease rollover schedule at the Plaza America I & II Property:

 

Lease Expiration Schedule(1)(2)

 

Year Ending
 December 31,
No. of Leases Expiring Expiring NRSF % of Total NRSF Cumulative Expiring NRSF Cumulative
% of Total
NRSF
Annual
 U/W
Base Rent
% of Total Annual
U/W Base
Rent
Annual
 U/W
Base
Rent

 PSF(3)
MTM(4) 1 300 0.1% 300 0.1% $0 0.0% $0.00
2016 2 2,195 0.4% 2,495 0.5% $105,477 0.6% $48.05
2017 3 4,694 0.9% 7,189 1.4% $222,940 1.3% $47.49
2018 7 34,923 6.8% 42,112 8.2% $1,427,781 8.6% $40.88
2019 5 39,354 7.6% 81,466 15.8% $1,456,160 8.7% $37.00
2020 5 48,434 9.4% 129,900 25.2% $1,865,299 11.2% $38.51
2021 5 35,774 7.0% 165,674 32.2% $1,340,017 8.0% $37.46
2022 4 31,805 6.2% 197,479 38.4% $1,139,385 6.8% $35.82
2023 6 32,699 6.4% 230,178 44.7% $1,241,764 7.4% $37.98
2024 7 131,621 25.6% 361,799 70.3% $4,701,795 28.2% $35.72
2025 0 0 0.0% 361,799 70.3% $0 0.0% $0.00
2026 3 93,151 18.1% 454,950 88.4% $3,171,084 19.0% $34.04
Thereafter 0 0 0.0% 454,950 88.4% $0 0.0% $0.00
Vacant 0 59,665 11.6% 514,615 100.0% $0 0.0% $0.00
Total/Weighted Average 48 514,615 100.0%     $16,671,702 100.0% $36.65
   
(1)Information obtained from the underwritten rent roll.

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

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

(4)Comprised of the building engineer’s office.

 

The following table presents historical occupancy percentages at the Plaza America I & II Property:

 

Historical Occupancy

 

12/31/2012(1)(2) 

12/31/2013(1)(2) 

12/31/2014(1)(2) 

12/31/2015(1)(2)(3) 

7/1/2016(3)(4)(5) 

75.1% 82.2% 83.7% 91.9% 88.4%

 

(1)Information obtained from the borrower.

(2)Occupancy increased from 2012 to 2015 due to the re-leasing of floors six through 12 in the Plaza America II building (154,979 square feet, 30.1% of the net rentable area) that were previously leased to DynCorp who vacated the space upon lease expiration on December 31, 2011. Since 2012, the sponsor has leased up 96.4% of the previous DynCorp space to 13 unique tenants at a weighted average rental rate equal to $36.74 per square foot. DynCorp’s rental rate prior to expiration was $27.35 per square foot.

(3)Occupancy decreased from 2015 to July 1, 2016 as a result of the December 31, 2015 expiration of a Software AG lease for 18,173 square feet located on the second floor of the Plaza America I building, however, in 2014, Software AG executed an early lease renewal for eight years and two months that commenced January 1, 2016 for 72,347 square feet comprising the entire sixth, seventh and eight floors in the Plaza America I building.

(4)Information obtained from the underwritten rent roll.

(5)Current Occupancy includes the tenants CapTech Ventures (8,566 square feet) and BB&T (3,371 square feet), each of which executed a lease but has not taken occupancy or commenced paying rent. On the origination date a $3,600,000 escrow was collected for CapTech Ventures ($2,000,000) and BB&T ($1,600,000), and all gap rent, outstanding free rent, and outstanding tenant improvements and leasing commissions related to the two tenants were deposited into escrow. See “Escrows” section.

 

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

 

 

PLAZA AMERICA I & II 

 

  

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 Plaza America I & II Property:

 

Cash Flow Analysis

  2013(1)   2014(1)   2015(1)   TTM 7/31/2016   U/W   % of U/W Effective Gross Income   U/W $ per SF  
Base Rent $12,625,062     $14,443,912     $14,655,962     $15,472,736     $16,671,702 (2)   97.9%     $32.40    
Grossed Up Vacant Space 0     0     0     0     2,184,853     12.8     4.25    
Total Reimbursables 421,836     371,544     520,735     387,256     295,838     1.7     0.57    
Other Income 37,387     73,587     90,818     113,848     67,264 (3)   0.4     0.13    
Less Vacancy & Credit Loss

0

   

0

   

0

   

0

   

(2,184,853)

(4)  

(12.8)

   

(4.25)

   
Effective Gross Income $13,084,285     $14,889,043     $15,267,515     $15,973,840     $17,034,804     100.0%     $33.10    
                                           
Total Operating Expenses $4,703,926     $5,455,551     $5,262,539     $5,248,417     $5,460,995     32.1%     $10.61    
                             
Net Operating Income $8,380,359     $9,433,492     $10,004,976     $10,725,423     $11,573,809     67.9%     $22.49    
TI/LC 0     0     0     0     1,088,862     6.4     2.12    
Capital Expenditures

0

   

0

   

0

   

0

   

102,923

   

0.6

   

0.20

   
Net Cash Flow $8,380,359     $9,433,492     $10,004,976     $10,725,423     $10,382,024     60.9%     $20.17    
                                           
NOI DSCR(5) 1.58x     1.78x     1.88x     2.02x     2.18x                
NCF DSCR(5) 1.58x     1.78x     1.88x     2.02x     1.96x                
NOI DY(5) 6.7%     7.5%     8.0%     8.6%     9.3%                
NCF DY(5) 6.7%     7.5%     8.0%     8.6%     8.3%                

 

(1)Net Operating Income increased from 2013 to 2015 due to the re-leasing of floors six through 12 in the Plaza America II building (154,979 square feet, 30.1% of the net rentable area) that were previously leased to DynCorp who vacated the space upon lease expiration on December 31, 2011. Since 2012, the sponsor has leased up 96.4% of the previous DynCorp space to 13 unique tenants at a weighted average rental rate equal to $36.74 per square foot. DynCorp’s rental rate prior to expiration was $27.35 per square foot.

(2)U/W Base Rent includes contractual rent steps through September 2017 totaling $446,269. U/W Base Rent also includes the tenants CapTech Ventures (8,566 square feet) and BB&T (3,371 square feet), each of which executed a lease but has not taken occupancy or commenced paying rent. On the origination date a $3,600,000 escrow was collected for CapTech Ventures ($2,000,000) and BB&T ($1,600,000), and all gap rent, outstanding free rent, and outstanding tenant improvements and leasing commissions related to the two tenants were deposited into escrow. See “Escrows” section.

(3)U/W Other Income includes minor miscellaneous income.

(4)The underwritten economic vacancy is 11.4%. Current occupancy at the Plaza America I & II Property was 88.4%, as of July 1, 2016. See “Historical Occupancy” section.

(5)The debt service coverage ratios and debt yields are based on the Plaza America I & II Whole Loan.

 

Appraisal. As of the appraisal valuation date of June 9, 2016, the Plaza America I & II Property had an “as-is” appraised value of $195,000,000. In addition, the appraisal for the Plaza America I & II Property set forth an “as-stabilized” appraised value of $204,000,000 as of June 9, 2018.

 

Environmental Matters. According to the Phase I environmental site assessment dated June 15, 2016, there are no recognized environmental conditions at the Plaza America I & II Property.

 

Market Overview and Competition. The Plaza America I & II Property is located in Reston, Virginia—approximately six miles west of Tyson’s Corner and 15 miles northwest of the Washington D.C. central business district. The Plaza America I & II Property is located on Plaza America Drive with frontage along Route 267 (Dulles Airport Access Road/Dulles Toll Road), a major thoroughfare connecting the Dulles International Airport (and points west) to Washington D.C. According to the appraisal, 2016 median household income within a one, three and five mile radius of the Plaza America I & II Property is $106,835, $116,464 and $123,205, respectively.

 

According to a third party provider, the Reston class A office submarket comprised approximately 8.6 million square feet with a 9.3% vacancy rate and average asking rents of $34.62 per square foot, as of the first quarter of 2016. Additionally, the Reston submarket has not received new deliveries of office space since 2008 and has continued to absorb existing market inventory during the same period.

 

The appraisal identified seven class A office buildings totaling approximately 1.2 million square feet that are considered to be directly competitive with the Plaza America I & II Property. The competitive set properties are located within two miles of the Plaza America I & II Property and range in size from 134,615 square feet to 244,568 square feet with a weighted average occupancy rate of 89.3%.

 

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

 

  19 

 

 

PLAZA AMERICA I & II 

 

 

The following table presents certain information relating to comparable office leases for the Plaza America I & II Property:

 

Comparable Leases(1)

 

Property Name/Location Year Built/ Renovated Number of Stories Total GLA (SF) Total Occupancy Distance from Subject Tenant Name Lease Date/Term Lease Area (SF) Annual Base Rent PSF
Reston International Center, Reston, VA 1974/NAV 15 185,822 77% 1.4 miles Virginia Spine Institute Apr 2017 / 13.2 Yrs 32,779 $33.50
1881 at Wiehle Metro, Reston, VA 1999/NAV 5 244,568 100% 1.5 miles

Seimens Government;

Maersk Line;

SOS International

 

Apr 2016 / 11.0 Yrs;

Jul 2015 / 5.0 Yrs;

July 2015 / 11.0 Yrs

21,000;

7,525;

20,769

$32.00

$31.50

$32.00

Reston Town Center West II, Reston, VA 1989/NAV 6 139,176 94% 0.9 miles

Palo Alto Networks, Inc.;

UberOffices

 

Dec 2015 / 5.3 Yrs;

Apr 2015 / 10.7 Yrs

 

19,618;

20,759

 

$36.00

$38.00

 

Reston Crossing West, Reston, VA 1998/NAV 5 152,124 79% 1.2 miles Visionary Integration Pro Oct 2015 / 9.0 Yrs 32,481 $33.00

RTC West III,

Reston, VA

 

1989/NAV 6 139,453 91% 1.1 miles Perfect Sense Digital Apr 2015 / 10.7 Yrs 20,772 $35.00

RTC West I,

Reston, VA

 

1988/NAV NAV 210,533 84% 0.9 miles Clear Path Feb 2015 / 6.5 Yrs 11,327 $35.00
Two Reston Overlook, Reston, VA 1999/NAV NAV 134,615 100% 0.7 miles Bechtel Feb 2015 / 7.4 Yrs 16,811 $38.00
   
(1)Information obtained from the appraisal.

 

The Borrower. The borrower is Plaza Office Realty I, LLC, a Delaware limited liability company and single purpose entity with two independent directors. Legal counsel to the borrower delivered a non-consolidation opinion in connection with the origination of the Plaza America I & II Whole Loan. Tamares Real Estate Holdings, Inc. is the guarantor of certain nonrecourse carveouts under the Plaza America I & II Whole Loan.

 

The Sponsors. The sponsors are Tamares Real Estate Holdings (“Tamares”) and Atlantic Realty Companies (“ARC”). Tamares is a private investment group focused on real estate, technology, leisure and entertainment and the Finnish mining industry with teams in London, New York, Las Vegas, Silicon Valley, Liechtenstein and Israel. Tamares owns properties and land across the United States valued at approximately $1.3 billion. Tamares reported that it was involved in a discounted payoff and loan workout on one of its other properties located in Las Vegas in May 2011. Tamares also reported that it is under examination by the US Internal Revenue Service for 2009 through 2011 tax year returns. See “Risk Factors—Litigation Regarding the Mortgaged Properties or Borrowers May Impair Your Distributions”, “Description of the Mortgage Pool—Litigation and Other Considerations” and “Description of the Mortgage Pool—Loan Purpose; Default History, Bankruptcy Issues and Other Proceedings” in the Preliminary Prospectus. ARC is a full-service commercial real estate firm based in Northern Virginia. ARC currently owns and manages more than four million square feet of office and retail properties and is one of the largest commercial real estate developers in the Washington D.C. metropolitan area.

 

Escrows. The loan documents provide for an upfront escrow at closing in the amount of $166,997 for real estate taxes, $4,118,237 for outstanding tenant improvements and leasing commissions (“TI/LCs”) associated with eight tenants, $2,357,469 for rent concessions related to ten tenants, $107,328 for gap rent associated with four tenants and $3,600,000 for a reserve related to two tenants (BB&T and CapTech Ventures) who have executed leases but have not taken occupancy of their respective spaces or commenced paying rent. The release of the upfront escrow collected for CapTech Ventures ($2,000,000) is conditioned upon, among other things, the receipt of an officer’s certificate stating that the tenant is in possession and occupancy of the space, and is open for business. The release of the upfront escrow collected for BB&T ($1,600,000) is conditioned upon the receipt of an executed lease, which, as of the origination date, was out to the tenant for signature. BB&T delivered an executed lease dated August 31, 2016 and the conditions for the release of the upfront escrow collected for BB&T have been satisfied. Additionally, on the origination date, all outstanding TI/LCs, rent concessions and gap rent related to BB&T and CapTech Ventures were deposited into escrow and are included in each of the respective figures detailed in the first sentence of this “Escrows” section.

 

The loan documents provide for ongoing monthly escrows of $166,997 for real estate taxes, $64,327 for TI/LCs (capped at $2,315,770) and $8,660 for replacement reserves (capped at $311,769). The loan documents do not require ongoing monthly escrows for insurance premiums as long as (i) no event of default has occurred and is continuing and (ii) borrower provides the lender with evidence that the Plaza America I & II Property is insured via an acceptable blanket insurance policy and such policy is in full force and effect.

 

Lockbox and Cash Management. The Plaza America I & II Whole Loan requires a lender-controlled lockbox account, which is already in place and that the borrower directs all tenants to pay their rents directly to such lockbox account. The loan documents also require that all rents received by the borrower or the property manager be deposited into the lockbox account. Prior to the occurrence of a Cash Trap Event Period (as defined below), all excess funds are distributed to the borrower. During a Cash Trap Event Period, all excess cash flow is required to be swept to a lender-controlled cash management account.

 

A “Cash Trap Event Period” will commence upon the earlier of (i) the occurrence and continuance of an event of default, (ii) the debt service coverage ratio (inclusive of debt service on the Plaza America I & II Mezzanine Loan (see “Subordinate and Mezzanine Indebtedness” section)) falling below 1.10x for two consecutive calendar quarters, (iii) any bankruptcy action of the borrower, (iv) any bankruptcy action of the guarantor or sponsor, (v) any bankruptcy action of the property manager or (vi) occurrence and continuance of an event of default under the Plaza America I & II Mezzanine Loan documents. A Cash Trap Event Period will end,

 

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

 

 

PLAZA AMERICA I & II 

 

 

with respect to clause (i), upon the cure of such event of default; with respect to clause (ii), upon the debt service coverage ratio (inclusive of debt service on the Plaza America I & II Mezzanine Loan) being equal to or greater than 1.15x for two consecutive calendar quarters or the borrower deposits into escrow in the form of cash or letter of credit, an amount that, if applied to the then outstanding principal balance of the Plaza America I & II Whole Loan, would result in a debt service coverage ratio (inclusive of debt service on the Plaza America I & II Mezzanine Loan) being equal to or greater than 1.15x; with respect to clause (iii), upon such bankruptcy petition being discharged, stayed or dismissed within 30 days of such filing, provided that (a) the lender believes such filing does not materially increase the borrower’s monetary obligations and (b) the borrower is not in default under the loan documents; with respect to clause (iv), upon such bankruptcy petition being discharged, stayed or dismissed within 30 days of such filing, provided that (a) the lender believes such filing does not materially increase the guarantor’s or sponsor’s monetary obligations or (b) the mezzanine lender has delivered a written notice to the lender that the mezzanine lender has determined that such filing does not materially and adversely affect the guarantor’s and sponsor’s ability to perform its obligations under the Plaza America I & II Mezzanine Loan documents; with respect to clause (v), upon such bankruptcy petition being discharged, stayed or dismissed within 120 days of such filing, provided that the lender believes such filing does not (a) materially increase the property manager’s monetary obligations or (b) materially and adversely affect the property manager’s ability to perform its obligations under the property management agreement; and with respect to clause (vi), upon the cure of such event of default under the Plaza America I & II Mezzanine Loan documents, provided that the mezzanine lender has not exercised any of its rights under the Plaza America I & II Mezzanine Loan documents to accelerate the Plaza America I & II Mezzanine Loan or commence a foreclosure action.

 

Property Management. The Plaza America I & II Property is managed by an affiliate of the borrower.

 

Assumption. The borrower has a one-time right to transfer the Plaza America I & II Property provided that certain conditions are satisfied, including (i) no event of default has occurred and is continuing; (ii) the lender has reasonably determined that the proposed transferee and guarantor satisfy the lender’s credit review and underwriting standards, taking into consideration transferee experience, financial strength and general business standing; and (iii) the lender has received confirmation from Moody’s, Fitch, Morningstar and KBRA that such assumption will not result in a downgrade, withdrawal or qualification of the respective ratings assigned to the Series 2016-C36 and Series 2016-P5 Certificates.

 

Partial Release. None permitted.

 

Real Estate Substitution. Not permitted.

 

Subordinate and Mezzanine Indebtedness. Concurrently with the origination of the Plaza America I & II Whole Loan, Barclays Bank PLC funded a $20,000,000 mezzanine loan (the “Plaza America I & II Mezzanine Loan”) to Plaza Office Realty I Mezz, LLC, a Delaware limited liability company (the “Plaza America I & II Mezzanine Borrower”), which is currently held by the third-party investor. The Plaza America I & II Mezzanine Loan is secured by a pledge of the Plaza America I & II Mezzanine Borrower’s 100% limited liability company interests in the borrower under the Plaza America I & II Whole Loan. The Plaza America I & II Mezzanine Loan is subject to an intercreditor agreement between the lender under the Plaza America Whole Loan and the holder of the Plaza America I & II Mezzanine Loan. The Plaza America I & II Mezzanine Loan had an initial term of 120 months and has a remaining term as of the Cut-off Date of 117 months. The Plaza America I & II Mezzanine Loan accrues interest at an interest rate of 6.85000% per annum and requires interest-only payments through the term of the Plaza America I & II Mezzanine Loan.

 

Ground Lease. None.

 

Terrorism Insurance. The loan documents require that the “all risk” insurance policy required to be maintained by the borrower provide coverage for terrorism in an amount equal to the full replacement cost of the Plaza America I & II Property, as well as loss of rents and/or business interruption insurance for a period beginning on the date of casualty and continuing until the restoration of the Plaza America I & II Property is completed or the expiration of 18 months, whichever first occurs as well as an extended period of indemnity covering the 365 days following restoration.

 

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

 

 

No. 4 – North Isle Village, Inc. 

 

Loan Information   Property Information
Mortgage Loan Seller: National Cooperative Bank, N.A.   Single Asset/Portfolio: Single Asset

Credit Assessment 

(Fitch/Moody’s/Morningstar): 

NR/NR/NR Property Type: Multifamily
Original Principal Balance: $46,000,000   Specific Property Type: Cooperative
Cut-off Date Balance: $45,933,875   Location: Coram, NY
% of Initial Pool Balance: 5.4%   Size: 763 Units
Loan Purpose: Refinance  

Cut-off Date Balance Per Unit:

$60,202
Borrower Name: North Isle Village, Inc.   Year Built/Renovated: 1973/1996
Sponsor(1): NAP   Title Vesting: Fee
Mortgage Rate: 3.630%   Property Manager: Alexander Wolf & Co., Inc.
Note Date: September 29, 2016   4th Most Recent Occupancy(4): NAP
Anticipated Repayment Date: NAP   3rd Most Recent Occupancy(4): NAP
Maturity Date: October 1, 2026   2nd Most Recent Occupancy(4): NAP
IO Period: None   Most Recent Occupancy(4): NAP
Loan Term (Original): 120 months   Current Occupancy  (As of)(4): 95.0% (6/9/2016)
Seasoning: 1 month    
Amortization Term (Original): 360 months   Underwriting and Financial Information:
Loan Amortization Type: Amortizing Balloon   4th Most Recent NOI(5): NAP
Interest Accrual Method: Actual/360   3rd Most Recent NOI(5): NAP
Call Protection: GRTR 1% or YM(113),1%(3),O(4)   2nd Most Recent NOI(5): NAP
Lockbox Type: None   Most Recent NOI(5): NAP
Additional Debt(2): None    
Additional Debt Type(2): NAP   U/W Revenues(5): $11,507,236
      U/W Expenses(5): $4,719,467
      U/W NOI(5): $6,787,769
      U/W NCF(5): $6,665,469
      U/W NOI DSCR(5): 2.69x
      U/W NCF DSCR(5): 2.65x
      U/W NOI Debt Yield(5): 14.8%
Escrows and Reserves(3):         U/W NCF Debt Yield(5): 14.5%
          As-Is Appraised Value(6): $86,920,000
Type: Initial Monthly Cap (If Any)   As-Is Appraisal Valuation Date: June  9, 2016
Taxes $936,413 $133,773 NAP   Cut-off Date LTV Ratio(6): 52.8%
Insurance $0 Springing NAP   LTV Ratio at Maturity or ARD(6): 41.5%
Replacement Reserve $0 $0 NAP   Coop-Rental Value(7): $121,000,000
Capital Improvements $6,750,000 NAP NAP   Coop-LTV as Rental(7):  38.0%
             

 

(1)See “The Sponsor” section.

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

(3)See “Escrows” section.

(4)See “Historical Occupancy” section.

(5)See “Cash Flow Analysis” section.

(6)For purposes of determining the As-Is Appraised Value, the Cut-off Date LTV Ratio and the LTV Ratio at Maturity or ARD, see “Certain Characteristics of Mortgage Loans Secured by Residential Cooperatives” in the Preliminary Prospectus.

(7)The Coop-Rental Value and the Coop-LTV as Rental assumes the North Isle Village, Inc. Property (as defined below) is operated as a multifamily rental property.

 

The Mortgage Loan. The mortgage loan (the “North Isle Village, Inc. Mortgage Loan”) is evidenced by a single promissory note that is secured by a first mortgage encumbering a multifamily residential cooperative building located in Coram, New York (the “North Isle Village, Inc. Property”). The North Isle Village, Inc. Mortgage Loan was originated on September 29, 2016 by National Cooperative Bank, N.A. The North Isle Village, Inc. Mortgage Loan had an original principal balance of $46,000,000, has an outstanding principal balance as of the Cut-off Date of $45,933,875, and accrues interest at a rate of 3.630% per annum. The North Isle Village, Inc. Mortgage Loan had an initial term of 120 months, has a remaining term of 119 months as of the Cut-off Date and requires payments of principal and interest based on a 30-year amortization schedule through the term of the North Isle Village, Inc. Mortgage Loan. The North Isle Village, Inc. Mortgage Loan matures on October 1, 2026.

 

The North Isle Village, Inc. Mortgage Loan is prepayable at any time in whole, but not in part, provided that such prepayment is accompanied by a prepayment premium in an amount equal to (i) if the prepayment occurs prior to March 31, 2026, the greater of (A) 1.0% of the outstanding principal balance of the note at the time of the prepayment or (B) a yield maintenance charge and (ii) if the prepayment occurs on or after March 31, 2026 and prior to June 30, 2026, 1.0% of the outstanding principal balance of the note at the time of the prepayment. The North Isle Village, Inc. Mortgage Loan is prepayable without penalty on or after June 30, 2026.

 

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

 

 

NORTH ISLE VILLAGE, INC.

 

Sources and Uses

 

Sources     Uses
Original loan amount $46,000,000 100.0% Loan payoff $37,724,139 82.0%
      Reserves 7,686,413 16.7
      Closing costs    429,786  0.9
      Proceeds to borrower    159,661  0.3
Total Sources $46,000,000 100.0% Total Uses $46,000,000 100.0%

 

The Property. The North Isle Village, Inc. Property consists of 763 units in 53 two-story walk-up garden style residential cooperative apartment buildings located in Coram, New York. The North Isle Village, Inc. Property was constructed between 1973 and 1985 and converted to cooperative ownership in 1987. The North Isle Village, Inc. Property is located on two non-contiguous lots, one of which is situated on the east side of Gibbs Road and one of which is situated on the west side of Gibbs Road. The apartment buildings situated on the east side of Gibbs Road were constructed in 1985 and are identified as “East Pointe.” The apartment buildings situated on the west of Gibbs Road were constructed in 1973 and are identified as “North Isle.” East Pointe consists of 21 two-story buildings and 244 apartments and North Isle consists of 32 two-story buildings and 518 apartments. One additional residential unit is located within the clubhouse. The North Isle Village, Inc. Property is 80.7% (616 units) shareholder-owned and 19.3% (147 units) sponsor and/or investor owned (see “Ownership Structure” section).

 

The North Isle Village, Inc. Property features an outdoor in-ground pool, three tennis courts, basketball court, playground, outdoor sitting areas, paved jogging trail, picnic/barbecue area and clubhouse which contains a recreation room, indoor swimming pool, fitness center, management office, leasing office and one apartment unit. A sewage treatment plant was recently replaced in 2016, located on the south-western section of the North Isle Village, Inc. Property. Parking is provided via 1,700 on-site striped-surface parking spaces throughout the subject property, resulting in a parking ratio of approximately 2.2 spaces per unit.

 

Ownership Structure. At the time of the cooperative conversion, certain of the residential units were not purchased by eligible existing residents. Those unsold units, and their appurtenant cooperative shares and proprietary leases, were acquired by the cooperative sponsor, Coram Associates, pursuant to the cooperative offering documents. Subsequent to the cooperative conversion, the unsold units have been conveyed to certain transferees of Coram Associates and to certain investors. As of the Cut-off Date, 81 unsold units are owned by Coram Isle, LLC (known as the cooperative sponsor) and 66 unsold units are owned by five different investment entities for investment purposes (known as investors).

 

The following table presents certain information relating to the residential unit mix of the North Isle Village, Inc. Property:

 

Unit Mix Summary(1)

 

 Unit Type

No. of
Units
% of Total
Units
Unit Size
(SF)(2)

Total Net SF 

Studio 96 12.6 515 49,440
1 Bedroom - 3.0 Rooms 384 50.3 715 274,560
1 Bedroom - 3.5 Rooms 33 4.3 825 27,225
1 Bedroom w/Den- 4.0 Rooms 196 25.7 910 178,360
2 Bedroom - 4.5 Rooms 48 6.3 970 46,560
2 Bedroom – 6.0 Rooms 6 0.8 1,430 8,580
Total/Weighted Average 763 100.0 766 584,725

 

(1)Information obtained from the appraisal.

(2)Unit sizes are reflective of average sizes for each of the respective unit types.

 

The following table presents historical occupancy percentages at the North Isle Village, Inc. Property:

 

Historical Occupancy

 

12/31/2012(1)   12/31/2013(1)   12/31/2014(1)   12/31/2015(1)   6/9/2016(2)
NAP   NAP   NAP   NAP   95.0%

 

(1)Historical occupancy is not reported as all units are owned either by tenant-shareholders, the cooperative sponsor or investors. See “Ownership Structure” section.

(2)Occupancy reported as of June 9, 2016 reflects the vacancy assumption in the related appraisal for purposes of determining the appraised value of the North Isle Village, Inc. Property as a multifamily rental property (i.e., the Coop - Rental Value) as of the appraisal valuation date.

 

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

 

  23 

 

 

NORTH ISLE VILLAGE, INC.

 

Operating History and Underwritten Net Cash Flow. The following table presents certain information relating to underwritten net cash flow at the North Isle Village, Inc. Property:

 

Cash Flow Analysis(1)

 

    U/W   % of U/W
Effective
Gross Income
  U/W $ per
Unit
 
Gross Rental Income   $12,105,876   105.2%   $15,866  
Laundry Income   7,000   0.1   9  
Less Vacancy & Credit Loss(2)  

(605,640)

 

(5.3)

 

(794)

 
Effective Gross Income   $11,507,236   100.0%   $15,082  
               
Total Operating Expenses   $4,719,467   41.0%   $6,185  
               
Net Operating Income   $6,787,769   59.0%   $8,896  
Reserves  

122,300

 

1.1

 

160

 
Net Cash Flow   $6,665,469   57.9%   $8,736  
               
NOI DSCR   2.69x          
NCF DSCR   2.65x          
NOI DY   14.8%          
NCF DY   14.5%          

 

(1)Residential cooperatives are generally organized and operated as not-for-profit entities that set maintenance fees to cover current expenses and plan for future capital needs. The U/W Net Operating Income and the U/W Net Cash Flow for the North Isle Village, Inc. Property are the projected net operating income and the projected net cash flow, respectively, reflected in the appraisal. The projected net operating income, in general, equals projected effective gross income at the property assuming such property is operated as a rental property with rents and other income set at the prevailing market rates, reduced by underwritten property operating expenses and a market-rate vacancy assumption – in each case as determined by the appraiser. The projected net cash flow equals the projected net operating income reduced by the projected replacement reserves – as determined by the appraiser. The projected rental income used in such determinations differs materially from the scheduled monthly maintenance payments from the tenant-shareholders at such property.

(2)The vacancy reported reflects the vacancy assumption in the related appraisal for purposes of determining the appraised value of the North Isle Village, Inc. Property as a multifamily rental property.

 

Appraisal. As of the appraisal valuation date of June 9, 2016, the North Isle Village, Inc. Property had an “as-is” appraised value of $86,920,000. The “as-is” appraised value is the value estimate reflected in the appraisal of the North Isle Village, Inc. Property determined as if the North Isle Village, Inc. Property is operated as a residential cooperative. See “Certain Characteristics of Mortgage Loans Secured by Residential Cooperatives” in the Preliminary Prospectus.

 

Environmental Matters. According to a Phase I environmental assessment dated June 15, 2016, there was no evidence of any recognized environmental conditions at the North Isle Village, Inc. Property.

 

Market Overview and Competition. The North Isle Village, Inc. Property is located in the hamlet of Coram in the Town of Brookhaven, New York, and is within the Long Island metropolitan statistical area. Coram is located approximately 62.2 miles east of New York City.

 

The Town of Brookhaven has access to the Long Island Expressway (Interstate-495), Middle Country Road and Sunrise Highway, which are the primary east/west arteries, and Route 112 and Nicholls Road, which are the primary north/south arteries. The area immediately surrounding the North Isle Village, Inc. Property is primarily a residential community with supporting retail and industry. The area consists primarily of single-family homes and low-rise, garden-style apartment building complexes. Middle Country Road and Route 112 are the primary commercial thoroughfares. Approximately 2.8 miles south of the North Isle Village, Inc. Property is the Coram Plaza Shopping Center, which is a neighborhood retail center that includes a Home Depot. Approximately 8.9 miles west of the North Isle Village, Inc. Property is the Smith Haven Mall, which is a regional mall with retailers such as Macy’s, Sear’s, H&M, Abercrombie & Fitch, The Apple Store, Banana Republic, Dick’s Sporting Goods, Forever 21, Victoria’s Secret and Zales.

 

According to the appraisal, the North Isle Village, Inc. Property is located in the Brookhaven/East Suffolk submarket within the Long Island metropolitan statistical area. According to a third-party market research report, the Brookhaven/East Suffolk submarket reported a 4.4% vacancy rate as of the first quarter of 2016.

 

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

 

 

NORTH ISLE VILLAGE, INC.

 

The following table presents certain information relating to comparable multifamily properties for the North Isle Village, Inc. Property:

 

Competitive Set(1)

 

          Average Rent (per unit)(2)    
  Location Distance to Subject Property Type Number
of Units
Studio 1 BR 2 BR Overall Average Rent Per Unit Total Occupancy
North Isle Village, Inc. (Subject) Coram, NY -- Garden 763 $1,083 $1,270 $1,466 $1,273 95% (3)
Rocky Point Owners Corp. Rocky Point, NY 7.3 miles Garden 183 NAP $1,075 $1,350 $1,213 NAP
Fairfield Gardens at Port Jefferson Port Jefferson Station, NY 4.5 miles Garden 50 NAP $1,375 $1,675 $1,525 96%
Lake Point Circle Middle Island, NY 6.7 miles Garden 180 NAP $1,425 $1,575 $1,500 97%
Sylvan Gardens Miller Place, NY 4.9 miles Garden 54 $1,100 $1,250 $1,550 $1,300 NAP

 

(1)Information obtained from the appraisal and a third party research report.

(2)The average rents for the North Isle Village, Inc. Property are derived from rents collected from the units owned and rented out by the cooperative sponsor and investors at the North Isle Village, Inc. Property.

(3)See “Historical Occupancy” section.

 

The Borrower. The borrower is North Isle Village, Inc., a cooperative housing corporation organized under the laws of the State of New York.

 

The Sponsor. The North Isle Village, Inc. Property is owned in fee simple by the borrower. No individual or entity (other than the borrower) has recourse obligations with respect to the North Isle Village, Inc. Mortgage Loan, including pursuant to any guaranty or environmental indemnity.

 

Escrows. An upfront escrow in the amount of $936,413 was collected for real estate taxes. The loan documents also provide for ongoing monthly reserves for real estate taxes. The loan documents do not require initial or ongoing monthly reserves for insurance so long as there is no event of default.

 

The loan documents also provide for a collateral security agreement for capital improvements (“CSA”), which established a collateral security account in the total amount of $6,750,000 at closing. Pursuant to the terms of the CSA, funds on account in the collateral security account are available for disbursement to the borrower in connection with the performance of certain specified capital improvement work at the North Isle Village, Inc. Property. Upon completion of the specified capital improvement work, any funds remaining in the collateral security account are disbursed to the borrower for deposit into the borrower’s general operating reserve account, which is not controlled by the lender.

 

Lockbox and Cash Management. None.

 

Property Management. The North Isle Village, Inc. Property is managed by Alexander Wolf & Co., Inc.

 

Assumption. Not permitted.

 

Partial Release. Not permitted.

 

Real Estate Substitution. Not permitted.

 

Subordinate and Mezzanine Indebtedness. The North Isle Village, Inc. Property does not, as of the Cut-off Date, have any additional secured indebtedness. However, National Cooperative Bank, N.A., the applicable master servicer of the North Isle Village, Inc. Mortgage Loan, will be permitted to waive the enforcement of the “due-on-encumbrance” clause in the related mortgage instrument to permit subordinate debt secured by the North Isle Village, Inc. Property, subject to the satisfaction of various conditions and certain parameters set forth in the Series 2016-C36 Pooling and Servicing Agreement. See “Additional Debt Financing For Mortgage Loans Secured by Residential Cooperatives” in the Preliminary Prospectus.

 

Ground Lease. None.

 

Terrorism Insurance. The loan documents require an “all risk” insurance policy to be maintained by the borrower to provide coverage for terrorism in an amount equal to the full replacement cost of the North Isle Village, Inc. Property, as well as business income insurance covering no less than the 12-month period following the occurrence of a casualty event.

 

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

 

  25 

 

 

No. 5 – Easton Town Center
 
Loan Information   Property Information
Mortgage Loan Seller: Barclays Bank PLC   Single Asset/Portfolio: Single Asset

Credit Assessment

(Fitch/Moody’s/Morningstar):

TBD/TBD/TBD   Property Type: Retail
Original Principal Balance(1): $45,000,000   Specific Property Type: Urban
Cut-off Date Balance(1): $45,000,000   Location: Columbus, OH
% of Initial Pool Balance: 5.2%   Size(5): 1,303,073 SF
Loan Purpose: Refinance   Cut-off Date Balance Per SF(1)(5): $259.00
Borrower Names(2): Various   Year Built/Renovated: 1999/2015
Sponsors: L Brands, Inc.; Georgetown Sponsor   Title Vesting: Fee
Mortgage Rate: 3.6159%   Property Manager: Steiner Real Estate Services, LLC
Note Date: July 28, 2016   4th Most Recent Occupancy (As of)(6): 96.2% (12/31/2012)
Anticipated Repayment Date: NAP   3rd Most Recent Occupancy (As of)(6): 98.5% (12/31/2013)
Maturity Date: August 5, 2026   2nd Most Recent Occupancy (As of)(6): 98.3% (12/31/2014)
IO Period: 120 months   Most Recent Occupancy (As of)(6): 98.0% (12/31/2015)
Loan Term (Original): 120 months   Current Occupancy (As of)(6): 96.6% (6/24/2016)
Seasoning: 3 months    
Amortization Term (Original): NAP   Underwriting and Financial Information:
Loan Amortization Type: Interest-only, Balloon      
Interest Accrual Method: Actual/360   4th Most Recent NOI (As of): $43,168,705 (12/31/2013)
Call Protection: GRTR 1%or YM(27), GRTR 1% or YM or D(86), O(7)   3rd Most Recent NOI (As of): $47,344,217 (12/31/2014)
Lockbox Type: Hard/Springing Cash Management   2nd Most Recent NOI (As of): $48,134,175 (12/31/2015)
Additional Debt(1)(3): Yes   Most Recent NOI (As of): $49,067,709 (TTM 4/30/2016)
Additional Debt Type(1)(3): Pari Passu, Subordinate Debt and Future Mezzanine    
      U/W Revenues: $78,773,625
      U/W Expenses: $26,733,883
          U/W NOI: $52,039,742
    U/W NCF: $49,759,364
          U/W NOI DSCR(1): 4.21x
Escrows and Reserves(4):         U/W NCF DSCR(1): 4.02x
Type: Initial Monthly Cap (If Any)   U/W NOI Debt Yield(1): 15.4%
Taxes $0 Springing NAP   U/W NCF Debt Yield(1): 14.7%
Insurance $0 Springing NAP   As-Is Appraised Value: $1,186,000,000
Replacement Reserves $0 Springing $512,472   As-Is Appraisal Valuation Date: July 12, 2016
TI/LC Reserve $0 Springing $3,843,537   Cut-off Date LTV Ratio(1): 28.5%
Existing Leasing Obligation Reserve $7,161,275 $0 NAP   LTV Ratio at Maturity or ARD(1): 28.5%
             
               
(1)See “The Mortgage Loan” section. All statistical information related to balance per square foot, loan-to-value ratios, debt service coverage ratios and debt yields are based on the senior pari passu notes. The Cut-off Date LTV Ratio, U/W NCF DSCR and U/W NOI Debt Yield based on the Easton Town Center Whole Loan are 59.0%, 1.94x and 7.4%, respectively.

(2)See “The Borrowers” section.

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

(4)See “Escrows” section.

(5)Size represents the square footage of collateral for Easton Town Center Whole Loan. Total square footage of the Easton Town Center Property (as defined below) including non-collateral retail space is 1,797,744 square feet. See “The Property” and “Major Tenants” sections.

(6)See “Historical Occupancy” section.

 

The Mortgage Loan. The mortgage loan (“Easton Town Center Mortgage Loan”) is part of a whole loan (“Easton Town Center Whole Loan”) evidenced by six pari passu and two subordinate promissory notes (Note A-1-A, Note A-2-A, Note A-1-B-1, Note A-1-B-2, Note A-1-B-3, Note A-2-B, Note B-1 and Note B-2) that are secured by a first lien deed of trust on the Borrower’s fee simple interest in an urban streetscape retail center located in Columbus, Ohio (“Easton Town Center Mortgaged Property”). The Easton Town Center Whole Loan was co-originated on July 28, 2016 by Barclays Bank PLC and Morgan Stanley Bank, N.A. The Easton Town Center Whole Loan had an original principal balance of $700,000,000, has an outstanding principal balance as of the Cut-off Date of $700,000,000 and accrues interest at an interest rate of 3.6159% per annum. The Easton Town Center Whole Loan had an initial term of 120 months, has a remaining term of 117 months as of the Cut-off Date and requires interest-only payments through the term of the Easton Town Center Whole Loan. The Easton Town Center Whole Loan matures on August 5, 2026.

 

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

 

 

EASTON TOWN CENTER

 

The Easton Town Center Mortgage Loan, evidenced by the non-controlling Note A-1-B-2, had an original principal balance of $45,000,000, has an outstanding principal balance as of the Cut-off Date of $45,000,000. Two pari passu notes (Note A-1-A and Note A-2-A) and two subordinate notes (Note B-1 and Note B-2), with an aggregate original principal balance of $512,500,000 were contributed to the BBCMS 2016-ETC Trust. Note A-1-A represents the controlling interest in the Easton Town Center Whole Loan. Each of the mortgage loans evidenced by Note B-1 and Note B-2 are collectively referred to as the “Easton Town Center Subordinate Companion Loans”. The non-controlling Note A-1-B-1, which had an original principal balance of $45,000,000, is expected to be contributed to the CGCMT 2016-P5 Trust. The non-controlling Note A-2-B, which had an original principal balance of $75,000,000, is held by Morgan Stanley, and is expected to be contributed to the MSBAM 2016-C30 Trust. The non-controlling Note A-1-B-3, which had an original principal balance of $22,500,000, is held by Barclays Bank PLC, and is expected to be contributed to one or more future securitization trusts. The lender provides no assurances that any non-securitized notes will not be split further. Each of the mortgage loans evidenced by Note A-1-A, Note A-2-A, Note A-1-B-1, Note A-1-B-3 and Note A-2-B are collectively referred to as the “Easton Town Center Companion Loans”. See “Description of the Mortgage Pool—The Whole Loans—The Non-Serviced Whole Loans—The Easton Town Center Whole Loan” and “Pooling and Servicing Agreement” in the Preliminary Prospectus.

 

(TABLE)

 

Following the lockout period, on any date before February 5, 2026, the Borrower has the right to defease the Easton Town Center Whole Loan in whole, but not in part. The lockout period will expire on the earlier to occur of (i) two years after the closing date of the securitization that includes the last note to be securitized and (ii) July 29, 2019. In addition, at any time prior to February 5, 2026, the Borrower has the right to prepay the Easton Town Center Whole Loan in whole or in part in increments of not less than $5,000,000, as long as such prepayment is accompanied with the payment of the greater of a yield maintenance premium or 1.0% of the amount being prepaid. The Easton Town Center Whole Loan may be prepaid with the payment of the greater of a yield maintenance premium or 1.0% of the amount being prepaid in order to maintain a debt service coverage ratio of at least 1.20x or in order to achieve a debt service coverage ratio of at least 1.25x if a Reserve Trigger Event (as defined below) is occurring. The Easton Town Center Whole Loan is prepayable without penalty on or after February 5, 2026.

 

Sources and Uses

 

Sources         Uses      
Original whole loan amount $700,000,000   100.0%   Loan payoff(1) $425,364,813        60.8%
          Upfront reserves 7,161,275       1.0
          Closing costs 4,564,309       0.7
          Return of equity 262,909,603    37.6
Total Sources $700,000,000    100.0%   Total Uses $700,000,000     100.0%

 

(1)The Easton Town Center Mortgaged Property was previously securitized in MSC 2007-IQ16 and BSCMS 2007-T28.

 

The Property. The Easton Town Center Mortgaged Property is an urban streetscape retail center located in Columbus, Ohio approximately 9.1 miles northwest of downtown Columbus and five miles north of the John Glenn Columbus International Airport. Built in 1999 by the sponsors, the Easton Town Center (the “Easton Town Center Property”) contains approximately 1,797,744 square feet of retail, office and storage space, of which 1,303,073 square feet serves as collateral for the Easton Town Center Whole Loan. The Easton Town Center Mortgaged Property is located on approximately 83.2 acres of land as part of a larger master-planned development. The Easton Town Center Mortgaged Property features 7,926 parking spaces, resulting in a parking ratio of approximately 6.1 spaces per 1,000 feet of rentable area.

 

According to the sponsors, the Easton Town Center Property draws more than 22.5 million visitors annually and according to a third party report, the Easton Town Center Property is listed as the #1 attraction of “Top 10 Attractions in Columbus.” A third party research report honored the Easton Town Center Property with the “Award for Innovative Design” shortly after opening.

 

The Easton Town Center Property is anchored by Macy’s, Nordstrom, Lifetime Fitness and AMC 30; however, only AMC 30 is a collateral anchor for the Easton Town Center Mortgaged Property. Based on 2015 year-end sponsor-estimated sales, Macy’s generated sales of $58.2 million and has generated approximately $50.0 million to $60.0 million in sales in each of the past few years. In June 2016, Macy’s introduced their new store-within-a-store prototype at the Easton Town Center Property. As of the trailing 12-month period ending April 2016 (“TTM April 2016”), Nordstrom generated approximately $48.7 million in sales. Lifetime Fitness does not report sales, but according to sponsors’ estimates, there are approximately 7,000 members at the Easton Town Center Property. AMC 30 achieved sales of approximately $15.0 million as of TTM April 2016, or approximately $501,200 per screen. The AMC 30 includes 30 screens at the Easton Town Center Mortgaged Property, of which 13 have been upgraded to a dine-in style. The remaining 17 screens are in process of being upgraded, with the tenant reportedly spending approximately $4.0 million, per the sponsors, with an additional $5.5 million of landlord funded tenant improvements. The remaining upgrades to AMC 30 are expected to be completed by February 2017.

 

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

 

  27 

 

 

EASTON TOWN CENTER

 

The Easton Town Center Property, features approximately 215 tenants, including retailers such as American Girl ($939 sales per square foot), Apple ($4,686 sales per square foot), Footlocker ($756 sales per square foot), Lego ($1,885 sales per square foot), Louis Vuitton ($2,374 sales per square foot), Lululemon ($1,877 sales per square foot), Lush Cosmetics ($3,441 sales per square foot), Michael Kors ($1,058 sales per square foot), Pandora ($2,568 sales per square foot), PINK ($1,255 sales per square foot), Sephora ($1,363 sales per square foot), Sunglass Hut ($835 sales per square foot), Teavana ($1,057 sales per square foot) and Tesla ($7,731 sales per square foot). Sales per square foot information is as of TTM April 2016.

 

As of TTM April 2016, total reported Easton Town Center Property sales were approximately $640.3 million, which includes 2015 year-end sponsors-estimated sales for Macy’s. Comparable inline sales per square foot were $742, with an occupancy cost of 11.1%. Excluding Apple and Tesla, the Easton Town Center Mortgaged Property generated comparable inline sales per square foot of $629, with occupancy costs of 13.0%. From 2013 to TTM April 2016, total inline sales excluding Apple and Tesla have increased from $246.9 million to $305.0 million, representing an increase of 23.5%. As of TTM April 2016, Apple and Tesla reported total sales of approximately $40.0 million and $23.1 million, respectively.

 

As of June 24, 2016, the Easton Town Center Property was approximately 97.6% leased including tenants with executed leases that are not yet open and operating. Excluding tenants that are not yet open and operating, the Easton Town Center Property was 96.9% occupied. The Easton Town Center Mortgaged Property was approximately 96.6% leased including all owned collateral anchors and tenants with executed leases that are not yet open and operating. Excluding tenants that are not yet open and operating, the Easton Town Center Mortgaged Property was 95.7% occupied. Since 2008, the Easton Town Center Property has maintained an average occupancy of approximately 98.0%, with no year-end occupancy rate reported below 97.1%. Since January 2016, the Easton Town Center Mortgaged Property has added 10 new tenants totaling 23,372 square feet.

 

From 2010 to 2015, the sponsors have indicated that they have spent approximately $80.0 million renovating, expanding, maintaining, upgrading and improving the Easton Town Center Mortgaged Property. In 2011, the sponsors constructed the building that houses Jimmy John’s, Ideal Image, Sears Home Appliance, Exquisite Threading, T-Mobile and Cucinova, totaling approximately 18,105 square feet. Between 2012 and 2013, the sponsors purchased the building that houses Hallmark, Mattress Firm, Edamame Sushi, Pearle Vision, Oberer’s Flowers, AT&T Wireless and Starbucks, totaling approximately 24,948 square feet. In 2013, the sponsors built the building that houses Build-A-Bear, Avalon Nails, Moochie & Co., Evereve, Gymboree, The Children’s Place, Stride Rite, Free People, Stitch Wow and Paper Source, totaling approximately 21,439 square feet. From 2008 to 2013, the Easton Town Center Mortgaged Property was expanded by approximately 160,899 square feet.

 

The Easton Town Center Property is part of a larger master-planned development comprised of an office component, a residential component, a hospitality component and a complementary retail component. There is more than 4.2 million of class A office space, which is approximately 97.7% occupied. The three hotels offer over 590 rooms and 40,000 square feet of conference facilities. There are 750 residential units that range from garden-style apartments to townhomes, which are approximately 95.0% leased.

 

Condominium. One of the buildings at the Easton Town Center Mortgaged Property, representing approximately 1.6% of the net rentable area and approximately 1.9% of the underwritten base rent, consists of a retail unit of a two-unit condominium. The two-unit condominium is comprised of a retail unit, which is part of the Easton Town Center Mortgaged Property, and a parking garage unit, which is not collateral for the Easton Town Center Whole Loan. The condominium is controlled by the owner of the parking garage unit.

 

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

 

 

EASTON TOWN CENTER

 

The following table presents certain information relating to the tenancy at the Easton Town Center Property:

 

Major Tenants

 

Tenant Name Credit Rating
(Fitch/

Moody’s/
S&P)(1)
Tenant
NRSF
% of
NRSF(2)
Annual
U/W
Base
Rent
PSF(3)
Annual
U/W Base
Rent(3)
% of
Total Annual
U/W
Base
Rent
Sales
PSF(4)
Occupancy Cost(4) Lease
Expiration
Date
                   
Anchor Tenants – Non-Collateral                
Macy’s BBB/Baa2/BBB 240,000 ANCHOR OWNED – NON-COLLATERAL $243 NAP NAP
Nordstrom BBB+/Baa1/BBB+ 167,000 $291 NAP NAP
Lifetime Fitness NR/NR/NR 87,671 NAP(5) NAP NAP
Total Anchor Tenants – Non- Collateral 494,671              
                 
Anchor Tenant - Collateral                  
AMC 30 NR/NR/NR 134,000 10.3% $30.99 $4,152,660 8.1% $501,200(6) 35.3%(6) 12/31/2029(7)(8)
Total Anchor Tenants – Collateral 134,000 10.3% $30.99 $4,152,660 8.1%      
                   
Major Tenants  – Collateral                
Forever 21 NR/NR/NR 28,111 2.2% $46.67 $1,311,916 2.6% $300 15.6% 1/31/2021(9)
Express NR/NR/NR 12,635 1.0% $77.19 $975,302 1.9% $545 19.2% 1/31/2023(10)
H&M NR/NR/NR 20,177 1.6% $46.84 $945,150 1.9% $395 11.9% 1/31/2021(11)
Victoria’s Secret NR/NR/NR 16,191 1.2% $51.96 $841,360 1.7% $523 14.5% 1/31/2023(12)
Total Major Tenants  – Collateral 77,114 5.9% $52.83 $4,073,728 8.0%      
                   
Non-Major Tenants – Collateral 1,026,217 78.8% $41.65 $42,744,041 83.9%      
                   
Occupied Collateral Total 1,237,331 95.0% $41.19 $50,970,430 100.0%      
                   
Storage Space   21,894 1.7%            
                   
Vacant Space(13)   43,848 3.4%            
                   
Collateral Total 1,303,073 100.0%            
                   

 

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

(2)% of NRSF is based on the Easton Town Center Mortgaged Property collateral square footage of 1,303,073, which excludes all non-collateral anchor tenants.

(3)Annual U/W Base Rent includes base rent and contractual rent steps through June 2017 equal to $1,413,048.

(4)All Sales PSF and Occupancy Cost information presented herein are based upon TTM April 2016 information provided by the Borrower unless otherwise noted. Sales PSF figures include 2015 year-end sponsors’ estimates for Macy’s. The rest of the tenancy Sales PSF figures are as of TTM April 2016.

(5)Lifetime Fitness does not report sales; however, per sponsors’ estimates, Lifetime Fitness has 7,000 members at the Easton Town Center Property.

(6)AMC 30 Sales PSF on a per screen basis, based on 30 screens. AMC 30’s TTM April 2016 Occupancy Cost is calculated on a PSF basis.

(7)AMC 30 has three, five-year extension options remaining.

(8)AMC 30 may reduce its base rent by 25.0% if at any time less than 60,000 square feet at the Easton Town Center Property (not including AMC 30’s premises) is open to the public for business. If such condition persists for 180 consecutive days, the tenant may go dark until the requirement is satisfied.

(9)Forever 21 has the right to terminate its lease if (a) Nordstrom and Macy’s are not open and operating and (b) the occupancy rate at the Easton Town Center Property falls below 75.0% of the leasable area (50.0% of which must be national or large regional chains), not including the premises of the anchor tenants, and such occupancy rate continues with respect to (a) above - 18 months and (b) above - nine months.

(10)Express has the right to terminate its lease if (a) at least one anchor tenant is not open and operating and/or (b) the occupancy rate at the Easton Town Center Property falls below 75.0% of the leasable area, not including the premises of the anchor tenants, and such occupancy rate continues for 12 months.

(11)H&M has the right to terminate its lease if (a) Macy’s is not open and operating and (b) the occupancy rate at the Easton Town Center Property falls below 80.0% of the leasable area, not including the premises of the anchor tenants and temporary tenants, and such occupancy rate continues for 18 months.

(12)Victoria’s Secret has the right to terminate its lease if (a) Macy’s or Nordstrom are not open and operating for more than 270 days or (b) the occupancy rate at the Easton Town Center Property falls below 75.0% and continues for more than 270 days with 30 days’ notice.

(13)Vacant Space also includes 6,917 square feet attributable to Aeropostale and PacSun, who have filed for bankruptcy. Both tenants were underwritten as vacant, although, they are in occupancy, paying rent and as of October 3, 2016 are not included on any closure lists.

 

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

 

 

EASTON TOWN CENTER

 

The following table presents certain information relating to the historical sales and occupancy costs at the Easton Town Center Property:

 

Historical Sales (PSF) and Occupancy Costs(1)(2)

 

Tenant 2013 2014 2015 TTM April 2016 TTM April 2016 Occupancy Cost
           
Non-Collateral Anchors          
Macy’s(3) NAP NAP $243 NAP NAP
Nordstrom $323 $302 $296 $291 NAP
Lifetime Fitness(4) NAP NAP NAP NAP NAP
           
Collateral Anchor          
AMC 30(5) $595,767 $496,300 $508,167 $501,200 35.3%
           
Major Retail Tenants          
HH Gregg $482 $504 $491 $501 3.9%
Barnes & Noble $219 $216 $220 $218 14.8%
KDB(6) $70 $65 $49 $66 34.6%
           
Comparable Inline Sales PSF $660 $686 $742 $742  
Occupancy Costs 10.8% 11.1% 10.7% 11.1%  
           
Comparable Inline Sales (excluding Apple and Tesla) PSF $583 $600 $626 $629  
Occupancy Costs (excluding Apple and Tesla) 12.1% 12.7% 12.6% 13.0%  
           
Comparable Inline Sales (excluding restaurant tenants) PSF $703 $737 $818 $810  
Occupancy Costs (excluding restaurant tenants) 10.8% 11.2% 10.6% 11.0%  

 

(1)All Historical Sales PSF and Occupancy Costs presented herein are based upon information provided by the Borrower.

(2)Historical Sales (PSF) are based on leased square footage during each given period as some tenants listed may have expanded or contracted their leased square footage during such given time period.

(3)Macy’s does not report sales. According to the sponsors’ estimates, Macy’s has generated approximately $55.0 million to $60.0 million of sales in each of the past few years. As of year-end 2015, Macy’s had sponsors-estimated sales of approximately $58.2 million.

(4)Lifetime Fitness does not report sales; however, according to the sponsors, they have approximately 7,000 members at the Easton Town Center Property.

(5)Sales PSF for AMC 30 is calculated on a per screen basis, based on 30 screens.

(6)KDB is a restaurant with an arcade component featuring more than 25,000 square feet of arcade space. KDB was renovated in 2015 and was closed during their renovation period.

 

The following table presents certain information relating to the lease rollover schedule at the Easton Town Center Mortgaged Property:

 

Lease Expiration Schedule(1)(2)(3)

 

Year Ending
 December 31,
No. of Leases Expiring Expiring NRSF % of Total
NRSF
Cumulative
Expiring NRSF
Cumulative
% of Total
NRSF
Annual
 U/W
Base Rent
Annual
 U/W
Base Rent
 PSF(5)
MTM 4 24,617 1.9% 24,617 1.9% $342,000  $13.89
2016 2 7,430 0.6% 32,047 2.5% $198,170  $26.67
2017 15 79,488 6.2% 111,535 8.7% $3,173,010  $39.92
2018 18 112,979 8.8% 224,514 17.5% $3,485,551  $30.85
2019 25 113,655 8.9% 338,169 26.4% $4,519,293  $39.76
2020 25 130,657 10.2% 468,826 36.6% $4,662,797  $35.69
2021 28 219,130 17.1% 687,956 53.7% $8,719,061  $39.79
2022 13 57,801 4.5% 745,757 58.2% $3,168,037  $54.81
2023 24 116,767 9.1% 862,524 67.3% $6,995,401  $59.91
2024 31 118,194 9.2% 980,718 76.5% $5,132,920  $43.43
2025 13 71,644 5.6% 1,052,362 82.1% $3,280,005  $45.78
2026 10 45,680 3.6% 1,098,042 85.7% $2,722,180  $59.59
Thereafter 4 139,289 10.9% 1,237,331 96.6% $4,572,003  $32.82
Vacant(4) 0 43,848 3.4% 1,281,179 100.0% $0 $0.00
Total/Weighted Average 212 1,281,179(6) 100.0%     $50,970,430  $41.19

 

(1)Information obtained from the underwritten rent roll.

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

(3)Includes two executed leases that have not yet commenced as of June 24, 2016, totaling 11,854 square feet and $734,550 of Annual U/W Base Rent.

(4)Vacant and Expiring NRSF includes 6,917 square feet attributable to Aeropostale and PacSun, who have filed for bankruptcy. Both tenants have been underwritten as vacant although they are in occupancy, paying rent and as of October 3, 2016 are not included on any closure lists.

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

(6)Total Expiring NRSF excludes 21,894 square feet of storage space.

 

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

 

  30 

 

 

EASTON TOWN CENTER

 

The following table presents historical occupancy percentages at the Easton Town Center Mortgaged Property:

 

Historical Occupancy(1)

 

12/31/2012(2) 

12/31/2013(2) 

12/31/2014(2) 

12/31/2015(2) 

6/24/2016(3)(4) 

96.2% 98.5% 98.3% 98.0% 96.6%

 

(1)Including the non-collateral anchor tenants, Easton Town Center had a historical occupancy of 97.1%, 98.9%, 98.7% and 98.5% in 2012, 2013, 2014 and 2015, respectively. The current occupancy of Easton Town Center Property as of June 24, 2016, inclusive of tenants with executed leases that are not yet open and operating, is 97.6%.

(2)Information obtained from the Borrower.

(3)Information obtained from the underwritten rent roll. Occupancy as of June 24, 2016 excludes two tenants who have filed for bankruptcy, Aeropostale and PacSun, occupying 6,917 square feet. Including these two tenants, the Easton Town Center Property occupancy would be 97.9% and the Easton Town Center Mortgaged Property occupancy would be 97.2%. See “Cash Flow Analysis” section.

(4)Occupancy as of June 24, 2016 includes tenants with executed leases that are not yet open and operating. Excluding tenants that are not yet open and operating, the Easton Town Center Mortgaged Property was 95.7% occupied.

 

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 Easton Town Center Mortgaged Property:

 

Cash Flow Analysis

 

    2013   2014   2015   TTM 4/30/2016   U/W   % of U/W Effective Gross Income   U/W $
per SF
 
Base Rent(1)   $43,961,285   $47,139,823   $48,613,606   $49,309,396   $50,970,430(4)   64.7%   $39.12  
Grossed up Vacant Space   0   0   0   0   3,987,780   5.1   3.06  
Percentage Rent(2)   1,284,571   2,214,903   2,121,003   2,200,630   2,010,379   2.6   1.54  
Storage Rent   270,476   353,398   438,050   407,348   387,534   0.5   0.30  
Total Reimbursables   22,229,501   22,561,634   22,513,614   22,444,784   22,702,356   28.8   17.42  
Other Income(3)   2,859,082   2,667,860   2,635,480   2,679,940   2,702,926   3.4   2.07  
Less Vacancy & Credit Loss

0

 

0

 

0

 

0

 

(3,987,780)

 

(5.1)

 

(3.06)

 
Effective Gross Income   $70,604,915   $74,937,618   $76,321,753   $77,042,098   $78,773,625   100.0%   $60.45  
                               
Total Operating Expenses   $27,436,210   $27,593,401   $28,187,578   $27,974,389   $26,733,883   33.9%   $20.52  
                               
Net Operating Income   $43,168,705   $47,344,217   $48,134,175   $49,067,709   $52,039,742   66.1%   $39.94  
TI/LC   0   0   0   0   1,954,610   2.5   1.50  
Capital Expenditures   0   0   0   0   325,768   0.4   0.25  
Net Cash Flow   $43,168,705   $47,344,217   $48,134,175   $49,067,709   $49,759,364   63.2%   $38.19  
                               
NOI DSCR(5)   3.49x   3.83x   3.89x   3.97x   4.21x          
NCF DSCR(5)   3.49x   3.83x   3.89x   3.97x   4.02x          
NOI DY(5)   12.8%   14.0%   14.3%   14.5%   15.4%          
NCF DY(5)   12.8%   14.0%   14.3%   14.5%   14.7%          

 

(1)Historical Base Rent is inclusive of any rent abatements that were provided to tenants.

(2)Percentage Rent was underwritten to in-place breakpoints as of June 30, 2017 and percentage rents based on TTM April 2016 sales.

(3)Historical and TTM 4/30/2016 Other Income includes income from temporary tenant, marketing, parking and other non-rental activities.

(4)U/W Base Rent includes rent steps through June 2017 totaling $1,413,048.

(5)The debt service coverage ratios and debt yields are calculated based on the senior pari passu notes.

 

Appraisal. As of the appraisal valuation date of July 12, 2016, the Easton Town Center Mortgaged Property had an “as-is” appraised value of $1,186,000,000.

 

Environmental Matters. According to the Phase I environmental site assessment dated July 14, 2016, there was no evidence of any recognized environmental conditions at the Easton Town Center Mortgaged Property.

 

Market Overview and Competition. The Easton Town Center Property is located in Franklin County, within the northeast portion of the Columbus core-based statistical area. With a current population of more than 2.0 million, the Columbus core-based statistical area grew at a compound annual rate of 1.2% from 2000 through 2015, compared to the compound annual rate of 0.9% for the United States. The Easton Town Center Property has a primary trade area consisting of a 15-mile radius that contains a population of 1,412,912 people with an average household income of $77,992 as of 2015. The Easton Town Center Property is located in close proximity to suburbs located primarily to the north of Columbus, such as New Albany, Dublin, Westerville and Upper Arlington. The closest suburb, New Albany has an average reported income of $138,636. According to the appraisal, some of the largest employers in the area are the State of Ohio, The Ohio State University, JPMorgan Chase & Co., Nationwide and OhioHealth. Columbus is headquarters to multiple Fortune 1000 companies such as L Brands, Inc., Cardinal Health, Huntington Bank, Nationwide, Alliance Data and Big Lots. The Easton Town Center Property is approximately 9.0 miles northeast of downtown Columbus; 123.0 miles northeast of Cincinnati; 140.0 miles southwest of Cleveland; and 180.0 miles from Pittsburgh, Pennsylvania. According to the sponsors, there are also consumers who visit the Easton Town Center Property from Canada.

 

The Easton Town Center Property is located along the western portion of Interstate 270, off of Exit 33, linking directly to Easton Way, the main thoroughfare for the master-planned development. The Easton Town Center Property can also be accessed via Morse Road, off of Exit 32, an arterial road running east/west through northern Columbus, providing access to New Albany in the east and Dublin in the west. Interstate 270 is a beltway encircling the Columbus metro area. Interstate 270 intersects Interstate 71

 

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

 

 

EASTON TOWN CENTER

 

approximately five miles northwest of the Easton Town Center Property and intersects Interstate 70 approximately six miles southwest of the Easton Town Center Property. According to a state governmental agency, Interstate 270’s Exit 33 has an annual traffic count that averages approximately 57.3 million vehicles per year (approximately 157,070 vehicles per day). Morse Road, located to the north of the Easton Town Center Property has an annual traffic count that averages approximately 56.2 million vehicles per year (approximately 154,010 vehicles per day). The city of Columbus is also serviced by two airports and three regional railroad companies.

 

According to the appraisal, the Easton Town Center Property’s primary competitors include Polaris Fashion Place, Mall at Tuttle Crossing and Eastland Mall. Polaris Fashion Place is anchored by Field & Stream, JCPenney, Macy’s, Saks Fifth Avenue, Sears and Von Maur. Polaris Fashion Place originally had seven anchor tenants, but in 2008, Kauffman vacated its box. In lieu of replacing the box with another tenant, a 155,000 square foot open-air lifestyle component was built. Polaris Fashion Place is located north of the Interstate 270. The Mall at Tuttle Crossing is located 11.0 miles west of the Easton Town Center Property. The Mall at Tuttle Crossing is an approximately 1.1 million square foot enclosed mall anchored by two Macy’s, JCPenney and Sears. The Mall at Tuttle Crossing exhibits in-line sales of approximately $450 per square foot as of year-end 2015, approximately $292 less than the Easton Town Center Property. According to a third party research report, The Mall at Tuttle Crossing has a property grade of B+, compared to the Easton Town Center Property, which has a property grade rating of A+. Eastland Mall was developed in 1968 as one of the four directional malls to serve the Columbus core-based statistical area. The mall, which is located in the southeast portion of the Columbus core-based statistical area is anchored by Macy’s and Sears. Eastland Mall was acquired by Glimcher Realty Trust in 2003 and in 2012, Glimcher Realty Trust defaulted on the mall’s mortgage and turned the property over via a deed-in-lieu foreclosure to LNR Partners, the special servicer on the LBUBS 2007-C1 Trust.

 

The remaining secondary competition, Easton Gateway, Easton Market and Easton Square are various neighborhood and community centers located near the Easton Town Center Mortgaged Property, which are considered complementary retail centers.

 

According to the appraisal, in June 2016, Tanger Outlets and Simon Property Group broke ground on a new 56-acre outlet center. The outlet center is located to the north on Interstate 71 in Berkshire Township, Ohio, approximately 20 miles north of the Easton Town Center Property. The outlet center is anticipated to include approximately 350,000 square foot center and 80 outlet retailers. Given Polaris Fashion Place’s mid-point between the Tanger Outlets and Easton Town Center Property, it is expected that Polaris Fashion Place will likely be most impacted by the new project. Additionally, the Easton Town Center Property has seen consistent in-line sales growth despite its proximity to Polaris Fashion Place. According to the appraisal, there is another mixed-use development, Hamilton Quarter being developed approximately five miles northeast of Easton Town Center Property. A group of developers, Casto Communities, Daimler Group Inc. and New Albany Co. have plans to develop 330 acres of land and is expected to commence construction in 2017. The proposed project is expected to include multifamily, retail, office, and senior housing components and an entertainment space. The project has not identified any retail tenants.

 

The following table presents certain information relating to comparable retail properties for the Easton Town Center Property:

 

Competitive Set(1)

 

 

 

Easton Town
Center

(Subject)

Polaris Fashion
Place
Mall at Tuttle
Crossing
Eastland Mall
Location Columbus, OH Columbus, OH Columbus, OH Columbus, OH
Distance from Subject -- 7.0 miles 11.0 miles 9.0 miles
Property Type Urban Streetscape Retail Center Regional Mall Regional Mall Regional Mall
Year Built/Renovated 1999/2015 2001/NA 1997/NA 1968/2005
Anchors Macy’s, Nordstrom, AMC 30, Lifetime Fitness Field & Stream, JCPenney, Macy’s, Sak’s Fifth Avenue, Sears, Von Maur JCPenney, Sears, Macy’s(5) Macy’s, Sears(6)
Total GLA 1,797,744 SF(2) 1,571,256 SF 1,121,351 SF 999,189 SF
Inline Sales PSF $742(3) $570 $450 $240
Total Occupancy 97.6%(4) 98.0% 96.0% 47.0%

 

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

(2)Total GLA includes non-collateral anchor tenants comprising 494,671 square feet.

(3)Inline Sales PSF includes Apple and Tesla sales. Excluding Apple and Tesla, In-line Sales PSF for TTM April 2016 at the Easton Town Center Mortgaged Property was $629.

(4)The Easton Town Center Property Total Occupancy of 97.6% is as of June 24, 2016.

(5)The Mall at Tuttle Crossing has two Macy’s stores.

(6)Eastland Mall’s other two anchor boxes are currently vacant.

 

The Borrowers. The borrowing entities are Easton Town Center II, LLC, ETCBW, LLC, ETC Dime, LLC and ETC Fenlon, LLC, each with two independent directors. Legal counsel to the Borrower delivered a non-consolidation opinion in connection with the origination. There is no non-recourse carve-out guarantor on the Easton Town Center Whole Loan.

 

The Sponsors. The sponsors of the Easton Town Center Mortgage Loan are L Brands, Inc. (“LBI”) and certain principals of the Georgetown Sponsor (“The Georgetown Company”).

 

L Brands, Inc. (“LBI”; NYSE: LB) was founded in 1963 by Leslie H. Wexner, in Columbus, Ohio where it remains headquartered. Leslie H. Wexner, the chairman and chief executive officer, founded LBI as one store and has subsequently expanded the company to operate more than 3,000 company-owned retail stores globally as of January 30, 2016. As of January 30, 2016, LBI’s products are

 

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

 

  32 

 

 

EASTON TOWN CENTER

 

sold in 738 franchised locations in over 80 countries. LBI owns Victoria’s Secret, PINK, Bath & Body Works, La Senza and Henri Bendel. All of the brands are focused on women’s intimate apparel, general apparel and personal care and beauty categories. For the fiscal year ended January 30, 2016, LBI reported net sales of approximately $12.2 billion, operating income of approximately $2.2 billion and net operating income of approximately $1.3 billion, an increase of approximately 6.1%, 12.2% and 20.2%, respectively, from the fiscal year ended January 31, 2015.

 

Founded in 1978, The Georgetown Company is a privately-held real estate company that owns, develops and manages commercial real estate, in addition to actively developing, acquiring and disposing of commercial real estate. The Georgetown Company and its principals have overseen, developed and managed over 20 million square feet of office, residential, retail and recreational properties. The Georgetown Company has over $3.0 billion in assets under management.

 

Escrows. The loan documents provide for upfront reserves in the amount of $7,161,275 for existing leasing obligations. Pursuant to the Easton Town Center Whole Loan documents, monthly escrows for real estate taxes, insurance premiums (unless insurance is being maintained under a blanket policy), replacement reserves, and tenant improvements and leasing commissions are only required during an event of default or during a Reserve Trigger Event (as defined below).

 

Following the occurrence and during the continuance of a Reserve Trigger Event or an event of default under the Easton Town Center Whole Loan documents, the Borrower is required to escrow on each payment date: (i) real estate taxes; (ii) insurance premiums (unless insurance is maintained under a blanket policy); (iii) $21,353 (approximately $0.20 per square foot annually) for replacement reserves and such reserve is capped at 24 monthly payments ($512,472); and (iv) $160,147 (approximately $1.50 per square foot annually) for tenant improvements and leasing commissions and such reserve is capped at 24 monthly payments ($3,843,537).

 

A “Reserve Trigger Event” will commence upon the debt service coverage ratio being less than 1.20x for two consecutive quarters. A Reserve Trigger Event will end when (i) the debt service coverage ratio is at least 1.25x for two consecutive quarters or (ii) cash is deposited in a reserve in an amount that would be necessary to prepay the Easton Town Center Whole Loan in order to achieve a debt service coverage ratio equal to 1.25x.

 

Lockbox and Cash Management. The Easton Town Center Whole Loan requires a lender-controlled lockbox account, which is already in place, and that the Borrower direct tenants to pay all rents directly into such lockbox account. The loan documents also require that all rents received by the Borrower or the property manager be deposited into the lockbox account within three business days of receipt. So long as no Lockbox Event (as defined below) has occurred and is continuing, the funds in the deposit account will be swept on a periodic basis to the Borrower’s operating account. Upon the occurrence and during the continuance of a Lockbox Event, all cash flow is swept into a lender-controlled cash management account.

 

A “Lockbox Event” will commence upon, (i) an event of default under the Easton Town Center Whole Loan documents or (ii) the debt service coverage ratio is less than 1.20x for two consecutive quarters. A Lockbox Event will end upon the occurrence of the applicable Lockbox Termination Event (as defined below).

 

A “Lockbox Termination Event” will mean, with respect to clause (i) above, the lender accepting the cure of such event of default or with respect to clause (ii) above, the debt service coverage ratio is greater than or equal to 1.25x for two consecutive quarters or cash is deposited in a reserve in an amount that would be necessary to prepay the Easton Town Center Whole Loan in order to achieve a debt service coverage ratio equal to 1.25x.

 

Property Management. The Easton Town Center Property is managed by, Steiner Real Estate Services, LLC, who own an interest in the borrowing entity.

 

Assumption. The Borrower has the right to transfer the Easton Town Center Property or more than 25.1% of the aggregate interests in the Borrower, provided that no event of default exists under the Easton Town Center Whole Loan documents and certain other conditions are satisfied, including, but not limited to: either (a) that the transfer is not a prohibited transfer under the loan documents or (b) the proposed transferee is a qualified transferee as provided in the loan documents, which may be conditioned upon rating agency confirmation from Fitch, Moody’s and Morningstar that such assumption will not result in a downgrade, withdrawal or qualification of the respective ratings assigned to the Series 2016-C36 Certificates or similar ratings confirmations from each rating agency rating any securities backed by any the Easton Town Center Companion Loans with respect to the ratings of such securities.

 

Partial Release. Provided no event of default has occurred and is continuing under the Easton Town Center Whole Loan, the Borrower has the right to (i) obtain the release of up to 25,000 square feet of income-producing parcels at the Easton Town Center Property and (ii) transfer such income-producing parcels to third parties for the purpose of the transferee erecting and operating additional structures consistent with a retail or mixed use project; provided that (A) the Borrower provides at least 30 days’ notice specifying and describing the proposed usage of the release parcel(s) and said parcel(s) will not materially affect utility and operation of the Easton Town Center Property; (B) the Borrower provides a rating agency confirmation from Fitch, Morningstar and Moody’s that the transfer will not result in a downgrade, withdrawal or qualification of the respective ratings assigned to the Series 2016-C36 Certificates or similar ratings confirmations from each rating agency rating any securities backed by any of the Easton Town Center Companion Loans with respect to the ratings of such securities; (C) the Borrower provides a REMIC opinion; (D) the Borrower prepays the Easton Town Center Whole Loan in an amount that will result in a debt yield of at least 7.47%; however, if the debt yield immediately prior to such release is greater than or equal to 7.47%, the Borrower will not be required to make a prepayment in connection with such release; (E) the loan-to-value ratio immediately after the release will be less than or equal to 125.0%, provided that the Borrower prepays the loan with a yield maintenance premium in an amount as defined in the REMIC code; (F) the Borrower provides evidence that the remaining property continues to conform and comply with any requirements as set forth in the Easton Town Center Whole Loan documents; (G) not less than 25.1% of the direct or indirect interest in the Borrower is owned by the sponsors; and (H) the satisfaction of any other conditions set forth in the loan documents.

 

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

 

  33 

 

 

EASTON TOWN CENTER

 

In addition, provided no event of default has occurred and is continuing under the Easton Town Center Whole Loan documents, the Borrower has the right to (1) obtain the release of non-income producing parcel(s) as defined in the Easton Town Center Loan documents and (2) transfer such non-income producing parcels to third parties for the purpose of the transferee erecting and operating additional structures consistent with a retail or mixed use project, provided that (a) the Borrower provides at least 30 days’ notice specifying and describing the proposed usage of the release parcel(s) and said parcel(s) will not materially affect utility and operation of the Easton Town Center Property, (b) the Borrower prepays the Easton Town Center Whole Loan in an amount which will result in a debt yield of at least 7.47%; however, if the debt yield immediately prior to such release is greater than or equal to 7.47%, the Borrower will not be required to make a prepayment in connection with such release, (c) the loan-to-value ratio immediately after the release will be less than or equal to 125.0%, provided that the Borrower prepays the loan with a yield maintenance premium in an amount as defined in the REMIC code and (d) evidence is provided that the remaining property continues to conform and comply with any requirements as set forth in the Easton Town Center Loan documents.

 

Real Estate Substitution. Not permitted.

 

Subordinate and Mezzanine Indebtedness. The Easton Town Center Whole Loan includes six pari passu and two subordinate promissory notes (Note A-1-A, Note A-2-A, Note A-1-B-1, Note A-1-B-2, Note A-1-B-3, Note A-2-B, Note B-1 and Note B-2) with an aggregate original principal balance of $700,000,000, and an outstanding aggregate principal balance as of the Cut-off Date of $700,000,000. The two subordinate notes (Note B-1 and Note B-2) have an aggregate original principal balance of $362,500,000 and an aggregate outstanding principal balance as of the Cut-off Date of $362,500,000.

 

In addition, provided no event of default has occurred and is continuing and upon written notice provided to the lender, the Borrower is permitted to incur future mezzanine indebtedness, provided that (a) mezzanine lender enters into an intercreditor agreement acceptable to the rating agencies and reasonably acceptable to the lender; (b) the mezzanine loan will have a term that is at least co-terminus with the Easton Town Center Whole Loan; (c) the loan-to-value ratio will not be greater than 56.5%; (d) the debt service coverage ratio of the Easton Town Center Whole Loan will not be less than 2.14x; (d) a rating agency confirmation from Fitch, Moody’s and Morningstar that the future mezzanine indebtedness will not result in a downgrade, withdrawal or qualification of the respective ratings assigned to the Series 2016-C36 Certificates or similar ratings confirmations from each rating agency rating any securities backed by any of the Easton Town Center Companion Loans with respect to the ratings of such securities; and (e) any other requirements as stated under the loan documents are met.

 

Ground Lease. None.

 

Terrorism Insurance. The Borrower is required to maintain an “all-risk” insurance policy that provides coverage for terrorism in an amount equal to the full replacement cost of the Easton Town Center Property. If the Terrorism Risk Insurance Program Reauthorization Act is not in effect, the Borrower is not required to pay annual premiums in excess of 200.0% of the then-current annual insurance premiums payable by the Borrower for the policies insuring only the Easton Town Center Mortgaged Property on a stand-alone basis in order to obtain the terrorism coverage and, if the cost of terrorism insurance exceeds such cap, the Borrower is required to purchase the maximum amount of terrorism insurance available with funds equal to such cap. The loan documents also require business interruption insurance for a period of 18-months, plus an additional 12-months extended period of indemnity.

 

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

 

  34 

 

 

No. 6 – Conrad Indianapolis
 
Loan Information   Property Information
Mortgage Loan Seller: Wells Fargo Bank, National Association   Single Asset/Portfolio: Single Asset
Credit Assessment (Fitch/Moody’s/Morningstar): NR/NR/NR   Property Type: Hospitality
Original Principal Balance(1): $32,000,000   Specific Property Type: Full Service
Cut-off Date Balance(1): $31,962,031   Location: Indianapolis, IN
% of Initial Pool Balance: 3.7%   Size: 247 Rooms
Loan Purpose: Refinance   Cut-off Date Balance Per Room(1): $225,239
Borrower Names(2): Circle Block Hotel, LLC; Circle Block Operators, LLC   Year Built/Renovated: 2006/2015
Sponsors: Alvin E. Kite; John Kite; Thomas McGowan   Title Vesting: Fee
Mortgage Rate: 4.520%   Property Manager: HLT Conrad Domestic LLC
Note Date: September 13, 2016   4th Most Recent Occupancy(4): 70.9% (12/31/2012)
Anticipated Repayment Date: NAP   3rd Most Recent Occupancy (As of)(4): 72.9% (12/31/2013)
Maturity Date: October 11, 2026   2nd Most Recent Occupancy (As of)(4): 75.0% (12/31/2014)
IO Period: None   Most Recent Occupancy (As of): 71.5% (12/31/2015)
Loan Term (Original): 120 months   Current Occupancy (As of): 73.0% (8/31/2016)
Seasoning: 1 month      
Amortization Term (Original): 360 months   Underwriting and Financial Information:
Loan Amortization Type: Amortizing Balloon    
Interest Accrual Method: Actual/360   4th Most Recent NOI (As of)(4): $6,184,748 (12/31/2013)
Call Protection: L(25),D(90),O(5)   3rd Most Recent NOI (As of)(4): $6,521,006 (12/31/2014)
Lockbox Type: Springing   2nd Most Recent NOI (As of)(5): $6,202,235 (12/31/2015)
Additional Debt(1): Yes   Most Recent NOI (As of)(4): $6,847,604 (TTM 8/31/2016)
Additional Debt Type(1): Pari Passu      
      U/W Revenues: $23,499,703
      U/W Expenses: $16,504,584
      U/W NOI(4): $6,995,119
          U/W NCF(4): $5,820,134
          U/W NOI DSCR(1): 2.06x
          U/W NCF DSCR(1): 1.71x
Escrows and Reserves(3):         U/W NOI Debt Yield(1): 12.6%
          U/W NCF Debt Yield(1): 10.5%
Type: Initial Monthly Cap (If Any)   As-Is Appraised Value: $85,900,000
Taxes $0 $97,100 NAP   As-Is Appraisal Valuation Date: August 9, 2016
Insurance $0 Springing NAP   Cut-off Date LTV Ratio(1): 64.8%
FF&E Reserve $0 Springing NAP   LTV Ratio at Maturity or ARD(1): 52.5%
             
               
(1)See “The Mortgage Loan” section. All statistical financial information related to balance per room, loan-to-value ratios, debt service coverage ratios and debt yields are based on the funded outstanding principal balance of the Conrad Indianapolis Whole Loan (as defined below) as of the Cut-off Date.
(2)See “Operating Lease” section.
(3)See “Escrows” section.
(4)2012, 2013 and 2014 historical operations are based on 243 rooms, prior to the addition of the four “The Collection” suites. See “The Property” section.
(5)See “Cash Flow Analysis” section.

 

The Mortgage Loan. The mortgage loan (the “Conrad Indianapolis Mortgage Loan”) is part of a whole loan (the “Conrad Indianapolis Whole Loan”) that is evidenced by two pari passu promissory notes (Notes A-1 and A-2) secured by a first mortgage encumbering the fee interest in a full service hotel located in Indianapolis, Indiana (the “Conrad Indianapolis Property”). The Conrad Indianapolis Whole Loan was originated on September 13, 2016 by Wells Fargo Bank, National Association. The Conrad Indianapolis Whole Loan had an original principal balance of $55,700,000, has an outstanding principal balance as of the Cut-off Date of $55,633,911 and accrues interest at an interest rate of 4.520% per annum. The Conrad Indianapolis Whole Loan had an initial term of 120 months, has a remaining term of 119 months as of the Cut-off Date and requires payments of principal and interest based on a 30-year amortization schedule through the term of the Conrad Indianapolis Whole Loan. The Conrad Indianapolis Whole Loan matures on October 11, 2026.

 

Note A-1, which will be contributed to the WFCM 2016-C36 Trust, had an original principal balance of $32,000,000, has an outstanding principal balance as of the Cut-off Date of $31,962,031 and represents the controlling interest in the Conrad Indianapolis Whole Loan. The non-controlling Note A-2, which had an original principal balance of $23,700,000, referred to herein as the “Conrad Indianapolis Companion Loan”, is expected to be contributed to a future securitization trust. The lender provides no assurances that any non-securitized pari passu note will not be split further. See “Description of the Mortgage Pool—The Whole Loans—The Serviced Whole Loans—The Conrad Indianapolis Whole Loan” in the Preliminary Prospectus.

 

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

 

  35 

 

 

CONRAD INDIANAPOLIS

 

 

Note Summary

 

Notes Original Balance   Note Holder Controlling Interest
A-1 $32,000,000   WFCM 2016-C36 Yes
A-2 $23,700,000   Wells Fargo Bank, National Association No
Total $55,700,000      

 

Following the lockout period, the borrower has the right to defease the Conrad Indianapolis Whole Loan in whole, but not in part, on any date before June 11, 2026. In addition, the Conrad Indianapolis Whole Loan is prepayable without penalty on or after June 11, 2026. The lockout period will expire on the earlier to occur of (i) two years after the closing date of the securitization that includes the last note to be securitized and (ii) November 11, 2019.

 

Sources and Uses

 

Sources         Uses      
Original whole loan amount $55,700,000   100.0%   Loan payoff(1) $51,856,757    93.1%
          Closing costs 1,152,527       2.1
          Return of equity 2,690,716     4.8
Total Sources $55,700,000   100.0%   Total Uses $55,700,000   100.0%   

 

(1)The Conrad Indianapolis Property was previously securitized in the CSMC 2007-C1 transaction.

 

The Property. The Conrad Indianapolis Property consists of two condominium units, each of which is part of separate mixed-use condominiums consisting of (i) floors one through 18 of a 23-story, full-service hotel comprising 247 guestrooms (“Unit One”) and (ii) restaurant and conference room space in the adjacent building (“Unit Two”), located in the central business district (“CBD”) of Indianapolis, Indiana. Situated on a 1.1-acre parcel, the Conrad Indianapolis Property was originally constructed in 2006 and renovated in 2015 with the addition of four “The Collection” luxury suites, each of which is approximately 800 square feet, with a focus on famous names in modern and contemporary art and which attain a significant premium compared to typical room rates. A total of approximately $6.4 million ($25,911 per room) was spent on capital projects since the Conrad Indianapolis Property opened, including $1.8 million for the creation of “The Collection” suites in 2015. Part of Hilton’s luxury grouping of hotels, The Conrad Hotels & Resorts brand consists of 26 properties across five continents, including five in the United States (including the Conrad Chicago, which is now accepting reservations for arrival on November 17, 2016).

 

The Conrad Indianapolis Property contains 160 king guestrooms, 41 double double guestrooms, 20 corner suites, 17 handicap accessible guestrooms, four “other” suites, four “The Collection” suites and one presidential suite. The king bedded guestrooms feature two nightstands, a bench, a desk with a chair, a sofa, a coffee table, a chair and a dresser. The double double bedded guestrooms feature a nightstand, a desk with a chair and a dresser. All of the guestrooms are equipped with a two-line with voicemail, a data port, high-speed wireless internet access, an LCD television and a coffeemaker. Amenities at the Conrad Indianapolis Property include 15,068 square feet of meeting space, an indoor swimming pool, a fitness center, a business center, a concierge lounge, an art gallery, a spa/salon and two high-end restaurants (Capital Grille and Tastings – A Wine Experience).

 

The Conrad Indianapolis Property contains a total of 110 dedicated parking spaces in the parking garage situated on the third and fourth floors, accounting for a parking ratio of 0.4 spaces per room. According to the appraisal, the demand segmentation for the Conrad Indianapolis Property is 43.0% corporate, 40.0% group and 17.0% leisure. The management agreement with HLT Conrad Domestic LLC expires in April 2031.

 

Condominium. The Conrad Indianapolis Property is comprised of two separate condominium units (as outlined in the “Property” section) in two separate condominium regimes. The Conrad Indianapolis Whole Loan borrower has a combined 75.3% voting interest in the Unit One master association and the power to appoint two of three directors. The Conrad Indianapolis Whole Loan borrower has a combined 16.9% voting interest in the Unit Two master association and has the power to appoint one of the three directors. Further, certain material actions require consent of a supramajority (90.0%) of the board, including any increase in allocated costs or liabilities, the imposition of rules or limitations that would impose restrictions on the Conrad Indianapolis Whole Loan Borrower and unanimous consent of the board is required for any amendment to the condominium documents. The loan documents provide for personal liability to borrower and guarantors for losses related to amendment or termination of condominium regime without the lender’s consent.

 

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

 

 

CONRAD INDIANAPOLIS

 

 

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 Conrad Indianapolis Property:

 

Cash Flow Analysis

 

  2013(1) 2014(1) 2015(1) TTM
8/31/2016
U/W % of
U/W
Total Revenue
U/W $
per Room
Occupancy 72.9% 75.0% 71.5% 73.0% 73.0%    
ADR $203.22 $207.64 $222.92 $227.39 $227.39    
RevPAR $148.12 $155.64 $159.40 $165.93 $165.93    
               
Room Revenue $13,137,251 $13,804,235 $14,370,449 $14,959,786 $14,959,786 63.7% $60,566
F&B Revenue 5,112,368 5,167,468 6,078,837 6,327,595 6,327,595 26.9 25,618
Other Revenue(2) 2,171,405 2,166,205 2,259,293 2,212,322 2,212,322 9.4 8,957
Total Revenue

$20,421,024

$21,137,908

$22,708,579

$23,499,703

$23,499,703

100.0%

$95,140

               
Total Department Expenses

7,380,275

7,246,403

8,121,312

7,825,423

7,825,423

33.3

31,682

Gross Operating Profit $13,040,749 $13,891,505 $14,587,267 $15,674,280 $15,674,280 66.7% $63,459
               
Total Undistributed Expenses

5,939,813

6,396,528

7,108,840

7,390,656

7,192,356

30.6

29,119

Profit Before Fixed Charges $7,100,936 $7,494,977 $7,478,427 $8,283,624 $8,481,924 36.1% $34,340
               
Total Fixed Charges

916,188

973,971

1,276,192

1,436,020

1,486,805

6.3

6,019

               
Net Operating Income $6,184,748 $6,521,006 $6,202,235(3) $6,847,604(3) $6,995,119 29.8% $28,320
FF&E

0

0

0

0

1,174,985

5.0

4,757

Net Cash Flow $6,184,748 $6,521,006 $6,202,235 $6,847,604 $5,820,134 24.8% $23,563
               
NOI DSCR(4) 1.82x 1.92x 1.83x 2.02x 2.06x    
NCF DSCR(4) 1.82x 1.92x 1.83x 2.02x 1.71x    
NOI DY(4) 11.1% 11.7% 11.1% 12.3% 12.6%    
NCF DY(4) 11.1% 11.7% 11.1% 12.3% 10.5%    
               

 

(1)2013, 2014 and part of 2015 historical operating statements reflect performance for 243 rooms as the four “The Collection” suites did not come online until May 2015.

(2)Other Revenue is comprised of leased space income (approximately $800,000), parking income, telephone charges, spa memberships and laundry (approximately $1.3 million in aggregate) and other miscellaneous revenue.

(3)The increase in net operating income from 2015 to TTM 8/31/2006 was due to twelve full months of stabilized performance of the four “The Collection” suites, which contributed approximately $493,000 of revenue.

(4)The debt service coverage ratios and debt yields are based on the Conrad Indianapolis Whole Loan.

 

The Appraisal. As of the appraisal valuation date of August 9, 2016, the Conrad Indianapolis Property had an “as-is” appraised value of $85,900,000. The appraiser also concluded to an “as-stabilized” value of $96,700,000, which equates to an “as-stabilized” loan-to-value-ratio of 57.6% as of August 9, 2019, and assumes a stabilized RevPAR of $190.92.

 

Environmental Matters. According to a Phase I environmental assessment dated August 10, 2016, there was no evidence of any recognized environmental conditions at the Conrad Indianapolis Property.

 

Market Overview and Competition. The Conrad Indianapolis Property is located in the Indianapolis CBD, Indiana, in the heart of “Circle City”, the drive encircling the Soldiers’ and Sailors’ Monument at the center of Indianapolis. According to a third party research firm, approximately 27.4 million visitors to Indianapolis in 2015 generated $4.5 billion in total economic impact. The Conrad Indianapolis Property is located along the sky bridge, which provides direct interior access to the Indiana Convention Center, Circle Centre Mall and other local attractions. The Indiana Convention Center (four blocks west of the Conrad Indianapolis Property) underwent a major expansion in 2011 and now possesses over 1.2 million square feet of space for convention/meeting uses. The Simon Property Group-managed Circle Centre Mall (directly across the street), with three levels and 825,000 square feet of retail space, attracts more than one million visitors per month. Circle Centre Mall features over 100 retailers and according to a local newspaper, recorded its most profitable year ever in 2015. Other nearby attractions include Bankers Life Fieldhouse (0.4 miles southeast), home of the NBA’s Indianapolis Pacers, Lucas Oil Stadium (0.7 miles south), home of the NFL’s Indianapolis Colts, Indiana State Museum (0.6 miles west) and Indiana University – Purdue University Indianapolis (“IUPUI”) (1.0 mile northwest), a public research university with an enrollment of more than 30,000 students and the third largest university in Indiana. Indianapolis is also home to the Indianapolis Motor Speedway, which annually hosts the Indianapolis 500. Other recent major attractions have been the 2015 NCAA Men’s Final Four, the 2015 Big Ten Football Championship Game and the 2012 Super Bowl, among many others. Other nearby demand generators include Eli Lilly’s global headquarters (1.0 mile south), Simon Property Group’s global headquarters (directly adjacent) and the planned $30.0 million global distribution headquarters for Cummins Inc. in the Indianapolis CBD. Cummins Inc. is a Fortune 500 company that designs, manufactures, and distributes engines, filtration, and power generation products. The Indiana Pacers are collaborating with St. Vincent’s Health to develop a state-of-the-art training facility called the St. Vincent Center. The development is expected to cost $50.0 million and is anticipated to be completed in February 2017. The new 5-story, 130,000 square foot training facility is expected to be located adjacent to Bankers Life Fieldhouse.

 

According to a local business journal, since the Indiana Convention Center expansion opened in 2011, the number of hotel rooms in Indianapolis has declined 4.5% (approximately 1,060 rooms), mostly due to redevelopment opportunities. According to the

 

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

 

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CONRAD INDIANAPOLIS

 

 

appraisal, the estimated 2016 population within a three- and five-mile radius of the Conrad Indianapolis Property was 96,539 and 240,141, respectively; the estimated 2016 average household income within the same radii was $42,779 and $43,416, respectively.

The following table presents certain information relating to the Conrad Indianapolis Property’s competitive set:

 

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

 

 

Competitive Set

Conrad Indianapolis

Penetration Factor

Year

Occupancy

ADR

RevPAR

Occupancy

ADR

RevPAR

Occupancy

ADR

RevPAR

8/31/2016 TTM 74.1% $167.32 $124.01 72.4% $228.54 $165.48 97.7% 136.6% 133.4%
8/31/2015 TTM 72.0% $163.09 $117.42 72.0% $219.15 $157.85 100.0% 134.4% 134.4%
8/31/2014 TTM 72.7% $155.21 $112.79 75.4% $206.46 $155.70 103.8% 133.0% 138.0%

 

(1)Information obtained from a third party hospitality research report dated September 19, 2016. The competitive set includes: Hyatt Regency Indianapolis, Le Meridien Indianapolis, Westin Indianapolis, Omni Severin Hotel, JW Marriott Indianapolis and Dolce The Alexander.

 

The Borrowers. The borrowers are Circle Block Hotel, LLC (the fee owner) and Circle Block Operators, LLC (the leasehold owner), both Delaware limited liability companies and single purpose entities each with two independent directors. See “Operating Lessee” section. Legal counsel to the borrower delivered a non-consolidation opinion in connection with the origination of the Conrad Indianapolis Whole Loan. Alvin E. Kite, John Kite and Thomas McGowan are the guarantors of certain nonrecourse carveouts under the Conrad Indianapolis Whole Loan.

 

Operating Lessee. The fee owner (Circle Block Hotel, LLC) leases the Conrad Indianapolis Property to Circle Block Operators, LLC pursuant to an operating lease (the “Conrad Indianapolis Operating Lease”). The Conrad Indianapolis Operating Lease will be collapsed and terminated shortly after origination of the Conrad Indianapolis Whole Loan.

 

The Sponsors. The sponsors are Alvin E. Kite, John Kite and Thomas McGowan, all executives of Kite Realty Group Trust (“Kite”). Alvin E. Kite is the founder and chairman of Kite’s predecessor company and other affiliated companies, and previously served as chairman of the board of trustees from Kite’s initial public offering in August 2004 to December 2008. John Kite is the chairman and chief executive officer and Thomas McGowan is the president and chief operating officer of Kite. Kite is a full-service real estate investment trust engaged in the ownership, operation, management, leasing, acquisition, construction, redevelopment and development of neighborhood and community shopping centers in the United States. As of June 30, 2016, Kite owned interests in a portfolio of 121 operating, development and redevelopment properties totaling approximately 24.0 million square feet across 20 states. While none of the individual guarantors were involved in prior defaults, Kite defaulted on a loan in 2013 due to a decrease in occupancy. See “Description of the Mortgage Pool – Loan Purpose; Default History, Bankruptcy Issues and Other Proceedings” in the Preliminary Prospectus.

 

Escrows. The loan documents provide for ongoing monthly reserves in the amount of $97,100 for real estate taxes. The loan documents do not require ongoing monthly escrows for insurance premiums as long as (i) no event of default has occurred and is continuing; (ii) the Conrad Indianapolis Property is insured via an acceptable blanket insurance policy; and (iii) the borrower provides the lender with evidence of renewal of the policies and timely proof of payment of insurance premiums. The loan documents do not require ongoing monthly escrows for FF&E as long as monthly reserves of 4.0% of total revenues (5.0% beginning January 2022) are being held with the property manager (an affiliate of Hilton) in accordance with the management agreement.

 

Lockbox and Cash Management. Upon the occurrence and during the continuance of a Cash Trap Event Period (as defined below), the Conrad Indianapolis Whole Loan requires that the borrowers establish a lockbox account and the borrowers or property manager shall deposit all rents into such lockbox account and such funds will be swept to the cash management account. During a Cash Trap Event Period, all excess cash flow after payment of all sums due and payable under the loan documents and all operating expenses will be retained by the lender as additional collateral.

 

A “Cash Trap Event Period” will commence upon any of the following: (i) the occurrence and continuance of an event of default or (ii) the trailing-twelve month net cash flow debt yield falling below 7.5% (tested quarterly). A Cash Trap Event Period will be cured, with regard to clause (i), upon the cure of such event of default; and with regard to clause (ii), upon the net cash flow debt yield being equal to or greater than 8.0% for two consecutive calendar quarters.

 

Property Management. The Conrad Indianapolis Property is managed by HLT Conrad Domestic LLC.

 

Assumption. The borrower has a two-time right to transfer the Conrad Indianapolis Property provided that certain conditions are satisfied, including (i) no event of default has occurred and is continuing; (ii) the lender reasonably determines that the proposed transferee and guarantor satisfy the lender’s credit review and underwriting standards, taking into consideration the transferee’s experience, financial strength and general business standing; and (iii) if required by the lender, the lender has received confirmation from Fitch, Moody’s and Morningstar that such assumption will not result in a downgrade, withdrawal or qualification of the respective ratings assigned to the Series 2016-C36 Certificates and similar confirmations from each rating agency rating any securities backed by the Conrad Indianapolis Companion Loan with respect to the ratings of such securities.

 

Right of First Offer. The property manager, HLT Conrad Domestic LLC, has right of first offer (“ROFO”) if the borrower decides to market the Conrad Indianapolis Property for sale. The ROFO is not extinguished by foreclosure; however, the ROFO does not apply to foreclosure or deed in lieu thereof.

  

Partial Release. Not permitted.

 

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

 

  38 

 

 

CONRAD INDIANAPOLIS

 

 

Real Estate Substitution. Not permitted.

 

Subordinate and Mezzanine Indebtedness. Not permitted.

 

Ground Lease. None.

 

Terrorism Insurance. The loan documents require that the “all risk” insurance policy required to be maintained by the borrower provide coverage for terrorism in an amount equal to the full replacement cost of the Conrad Indianapolis Property. The loan documents also require business interruption insurance covering no less than the 18-month period following the occurrence of a casualty event, together with a six-month extended period of indemnity.

 

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

 

 

No. 7 – Mall at Turtle Creek
 
Loan Information   Property Information
Mortgage Loan Seller: Barclays Bank PLC   Single Asset/Portfolio: Single Asset

Credit Assessment

(Fitch/Moody’s/Morningstar):

NR/NR/NR   Property Type: Retail
Original Principal Balance(1): $29,860,000   Specific Property Type: Regional Mall
Cut-off Date Balance(1): $29,683,636   Location: Jonesboro, AR
% of Initial Pool Balance: 3.5%   Size: 329,398 SF
Loan Purpose: Refinance   Cut-off Date Balance Per SF(1): $216.87
Borrower Name: RPI Turtle Creek Mall, LLC   Year Built/Renovated: 2006/NAP
Sponsor: Rouse Properties, LP   Title Vesting: Fee
Mortgage Rate: 4.780%   Property Manager: Self-managed
Note Date: June 2, 2016   4th Most Recent Occupancy (As of)(3): 91.6% (12/31/2012)
Anticipated Repayment Date: NAP   3rd Most Recent Occupancy (As of)(3): 91.9% (12/31/2013)
Maturity Date: June 6, 2026   2nd Most Recent Occupancy (As of)(3): 89.3% (12/31/2014)
IO Period: None   Most Recent Occupancy (As of)(3): 91.2% (12/31/2015)
Loan Term (Original): 120 months   Current Occupancy (As of)(3): 90.8% (4/1/2016)
Seasoning: 5 months    
Amortization Term (Original): 360 months   Underwriting and Financial Information:
Loan Amortization Type: Amortizing Balloon      
Interest Accrual Method: Actual/360   4th Most Recent NOI (As of): $7,101,050 (12/31/2013)
Call Protection: L(29),D(87),O(4)   3rd Most Recent NOI (As of): $7,045,122 (12/31/2014)
Lockbox Type: Hard/Springing Cash Management   2nd Most Recent NOI (As of): $7,147,241 (12/31/2015)
Additional Debt(1): Yes   Most Recent NOI (As of)(4): $7,260,314 (TTM 3/31/2016)
Additional Debt Type(1): Pari Passu    
      U/W Revenues(4): $9,992,279
      U/W Expenses: $2,364,573
Escrows and Reserves(2):         U/W NOI(4): $7,627,706
    U/W NCF: $7,084,199
Type: Initial Monthly Cap (If Any)   U/W NOI DSCR(1): 1.69x
Taxes $443,810 $49,312 NAP   U/W NCF DSCR(1): 1.57x
Insurance $0 Springing NAP   U/W NOI Debt Yield(1): 10.7%
Replacement Reserves $0 $6,862 $82,350   U/W NCF Debt Yield(1): 9.9%
TI/LC Reserve $0 $41,175 $988,194   As-Is Appraised Value: $130,000,000
Outstanding TI/LC Reserve $2,907,450 $0 NAP   As-Is Appraisal Valuation Date: April 5, 2016
Free Rent Reserve $151,667 $0 NAP   Cut-off Date LTV Ratio(1): 55.0%
Bed, Bath & Beyond Reserve $2,900,000 $0 NAP   LTV Ratio at Maturity or ARD(1): 45.1%
             
               
(1)See “The Mortgage Loan” section. All statistical financial information related to balances per square foot, loan-to-value ratios, debt service coverage ratios and debt yields are based on the Mall at Turtle Creek Whole Loan.
(2)See “Escrows” section.
(3)See “Historical Occupancy” section.
(4)See “Cash Flow Analysis” section.

 

The Mortgage Loan. The mortgage loan (the “Mall at Turtle Creek Mortgage Loan”) is part of a whole loan (the “Mall at Turtle Creek Whole Loan”) that is evidenced by two promissory notes (Notes A-1 and A-2) secured by a first mortgage encumbering a regional mall located in Jonesboro, Arkansas (the “Mall at Turtle Creek Property”). The Mall at Turtle Creek Whole Loan was originated on June 2, 2016 by Barclays Bank PLC. The Mall at Turtle Creek Whole Loan had an original principal balance of $71,860,000, has an outstanding principal balance as of the Cut-off Date of $71,435,569 and accrues interest at an interest rate of 4.780% per annum. The Mall at Turtle Creek Whole Loan had an initial term of 120 months, has a remaining term of 115 months as of the Cut-off Date and requires payments of principal and interest based on a 30-year amortization schedule through the term of the Mall at Turtle Creek Whole Loan. The Mall at Turtle Creek Whole Loan matures on June 6, 2026.

 

The Mall at Turtle Creek Mortgage Loan, evidenced by the non-controlling Note A-2, will be contributed to the WFCM 2016-C36 Trust, had an original principal balance of $29,860,000 and has an outstanding principal balance as of the Cut-off Date of $29,683,636. The controlling Note A-1 had an original principal balance of $42,000,000 and was contributed to the WFCM 2016-C35 Trust. See “Description of the Mortgage Pool—The Whole Loans—The Serviced Whole Loans—The Mall at Turtle Creek Whole Loan” in the Prospectus.

 

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

 

  40 

 

 

MALL AT TURTLE CREEK

 

 

Note Summary

 

Notes Original Balance   Note Holder Controlling Interest
A-1 $42,000,000   WFCM 2016-C35 Trust Yes
A-2 $29,860,000   WFCM 2016-C36 Trust No
Total $71,860,000      

 

Following the lockout period, the borrower has the right to defease the Mall at Turtle Creek Whole Loan in whole, but not in part, on any date before March 6, 2026. In addition, the Mall at Turtle Creek Whole Loan is prepayable without penalty on or after March 6, 2026.

 

Sources and Uses

 

Sources         Uses      
Original whole loan amount $71,860,000   89.1%   Loan payoff(1) $73,699,346   91.4%  
Sponsor’s new cash contribution(2) 8,784,412   10.9   Reserves(2) 6,402,927   7.9
          Closing costs 542,139   0.7
Total Sources $80,644,412   100.0%   Total Uses $80,644,412   100.0%  

 

(1)The Mall at Turtle Creek Mortgaged Property was previously securitized in the GCCFC 2006-GG7 transaction.

(2)Subsequent to the Mall at Turtle Creek Whole Loan funding, $2.9 million initially held in escrow was released to the borrower after Bed, Bath & Beyond exercised its renewal option.

 

The Property. The Mall at Turtle Creek Property is a single-story regional mall totaling 693,597 square feet, of which 329,398 square feet serves as collateral (the “Mall at Turtle Creek Mortgaged Property”) for the Mall at Turtle Creek Whole Loan, located in Jonesboro, Arkansas. Constructed in 2006, the Mall at Turtle Creek Property is anchored by Dillard’s, JCPenney and Target, all of which are not collateral for the Mall at Turtle Creek Whole Loan. Major tenants at the property include Bed, Bath & Beyond, Best Buy, Barnes & Noble, Shoe Department Encore and H&M which executed a new lease September 2015. Some other notable inline tenants at the Mall at Turtle Creek Property include Forever 21, Express, Victoria’s Secret and Charlotte Russe. There are also three tenants, Chuck E. Cheese’s, Chili’s Grill & Bar and Chick-Fil-A, that are located on outparcels which pay ground rent.

 

In 2012, an affiliate of the sponsor purchased the Mall at Turtle Creek Mortgaged Property and an adjacent strip center for a total purchase price of approximately $96.3 million. The estimated allocated purchase price to the Mall at Turtle Creek Mortgaged Property is approximately $89.9 million. Since acquisition, the sponsor has invested approximately $2.3 million in tenant improvements at the Mall at Turtle Creek Mortgaged Property. The sponsor will invest an additional $2.9 million at the Mall at Turtle Creek Mortgaged Property for outstanding tenant improvements and leasing commissions, which have been reserved. In addition to the approximately $8.8 million of fresh equity contributed by the sponsor to refinance the prior loan, the sponsor had an estimated all-in equity contribution of approximately $26.8 million at the time of funding the Mall at Turtle Creek Whole Loan. Subsequent to the Mall at Turtle Creek Whole Loan funding, $2.9 million initially held in escrow was released to the borrower after the tenant, Bed, Bath & Beyond, exercised its renewal option. According to the appraisal, the Mall at Turtle Creek Property is the only enclosed mall within a 75.0 mile radius. The closest mall to the north is located in Cape Girardeau, Missouri, approximately 150.0 miles away. The next closest Dillard’s and Target are located approximately 75.0 miles from the property and the next closest JCPenney is located 44.0 miles from the property. Additionally, the Mall at Turtle Creek Property is located near local and regional arteries as a result of being located on East Highland Drive, a main thorough-fare in Jonesboro and Route 49. According to the appraisal, within the immediate vicinity of the Mall at Turtle Creek Property, there is an average annual daily traffic count of approximately 43,000 cars.

 

Including non-collateral anchors, total occupancy at the Mall at Turtle Creek Mortgaged Property has averaged 95.7% since 2012 and has not fallen below 94.9% during that same time period. Since 2015, approximately 89,000 square feet of new leases, relocations and expansions have been signed, in addition to approximately 69,000 square feet of renewals. New tenants include H&M, Forever 21, Torrid and Foot Locker. The Mall at Turtle Creek Property is home to the first and only H&M in the state of Arkansas. Of the 27 tenants who have lease expirations in 2016, 20 have signed renewals and management is in renewal negotiations with six remaining tenants.

 

As of the trailing 12-month period ending March 2016 (“TTM March 2016”), the Mall at Turtle Creek Property reported total sales of approximately $160.8 million, which encompasses the tenants who report sales and sponsor estimated sales figures for non-collateral anchor tenants and junior anchors. TTM March 2016 comparable inline sales per square foot at the Mall at Turtle Creek Property were $349, up from $328 per square foot in 2013. According to the appraisal, the Mall at Turtle Creek Property comparable inline sales per square foot figure is in line with the southeast mall average of $347 per square foot. Simultaneously, the occupancy cost has decreased from 15.2% in 2013 to 11.7% as of TTM March 2016. Sponsor estimated 2015 anchor tenant sales were $22.0 million ($268 per square foot), $27.0 million ($173 per square foot) and $35.0 million ($277 per square foot) for JCPenney, Dillard’s and Target, respectively. According to the appraisal, JCPenney and Dillard’s are outperforming chain-wide sales PSF averages by approximately 223.4% and 132.4%, respectively. According to the appraisal, Target is considered to be in line with its chain-wide sales per square foot average of $303. As of April 1, 2016, the Mall at Turtle Creek Property was 95.6% leased by 64 tenants. Excluding temporary tenants, the occupancy is 95.3%.

 

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

 

  41 

 

 

MALL AT TURTLE CREEK

 

 

The following table presents certain information relating to the tenancy at the Mall at Turtle Creek Property:

 

Major Tenants

 

Tenant Name Credit Rating (Fitch/
Moody’s/
S&P)(1)
Tenant NRSF % of
NRSF
Annual
U/W
Base
Rent
PSF(2)
Annual
U/W Base
Rent(2)
% of Total Annual U/W Base Rent Sales PSF(3) Occupancy Cost(3) Lease
Expiration
Date
Anchor Tenants – Not Part of Collateral      
Dillard’s BBB-/Baa3/BBB- 155,648  
Target A-/A2/A 126,483 ANCHOR OWNED – NOT PART OF THE COLLATERAL
JCPenney B+/B1/B 82,068  
               
Major Tenants – Collateral              
Barnes & Noble NR/NR/NR 26,080 7.9%  $13.42  $350,000 5.5% $211 6.4% 1/31/2021(4)
Bed, Bath & Beyond NR/Baa1/BBB+ 25,000 7.6%  $12.00  $300,000 4.7% $200 6.0% 1/31/2022(5)
H&M NR/NR/NR  20,000 6.1%  $13.00  $260,000 4.1% NAV(6) NAV(6) 10/31/2026(7)
Shoe Department Encore NR/NR/NR  13,319 4.0%  $14.45  $192,459 3.0% $141 13.3% 10/31/2023(8)
Best Buy BBB-/Baa1/BBB-  21,500 6.5%  $4.75  $102,125 1.6% $837 1.0% 1/31/2020(9)
Total Major Tenants – Collateral 105,899 32.1% $11.37 $1,204,584 18.9%      
                   
Non-Major Tenants – Collateral 193,188 58.6% $26.69 $5,155,414 81.1%      
                   
Occupied Collateral Total 299,087 90.8% $21.26 $6,359,998 100.0%      
                   
Vacant Space   30,311 9.2%            
                   
Collateral Total 329,398 100.0%            
                   

 

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

(2)Annual U/W Base Rent PSF and Annual U/W Base Rent include contractual rent steps through May 2017, totaling $123,839.

(3)Sales PSF and Occupancy Cost are for the trailing 12-month period ending March 31, 2016 except for Barnes & Noble, Bed, Bath & Beyond and Best Buy which are based on year end 2015 sponsor sales estimates.

(4)Barnes & Noble has two, 5-year lease renewal options remaining after exercising its first 5-year lease renewal option for a renewal term that commenced May 2016.

(5)Bed, Bath & Beyond has five, 5-year lease renewal options remaining after exercising its first 5-year lease renewal option for a renewal term that commences February 2017. The renewal rental rate of $12.50 per square foot is greater than the current underwritten rent of $12.00 per square foot.

(6)H&M Sales PSF and Occupancy Cost are not available as H&M’s lease is expected to commence October 2016.

(7)H&M has executed its lease, but is not currently in occupancy as it builds out its space. According to the mall website, H&M is expected to open for business October 20, 2016. $151,667 has been reserved at origination for the projected gap rent period. H&M has three, 5-year lease renewal options. In addition, H&M may terminate the lease if its gross sales do not equal or exceed $3,000,000 in the fourth full year of the lease term (2020) by providing 180 days’ written notice and payment of 50% of the unamortized amount of the construction allowance actually paid to the tenant as of the termination date, amortized on a straight line basis without interest over 10 years from the lease commencement date.

(8)Shoe Department Encore may terminate its lease if sales are less than $1,650,000 in the fifth lease year (2018) upon 60 days’ written notice and payment of 65% of the construction allowance which remains unamortized as of the effective date of such termination.

(9)Best Buy has five, 5-year lease renewal options.

 

The following table presents certain information relating to the historical sales and occupancy costs at the Mall at Turtle Creek Mortgaged Property:

 

Historical Sales (PSF) and Occupancy Costs

 

Tenant Name 2013 2014 2015 TTM March
2016
Current
Occupancy Cost(1)
Barnes & Noble(2) $211 $211 $211 $211 6.4%
Bed, Bath & Beyond(2) $200 $200 $200 $200 6.0%
Shoe Department Encore $29(3) $139 $143 $141 13.3%
Best Buy(2) $837 $837 $837 $837 1.0%
           
Comparable Inline Sales PSF $328 $320 $351 $349 11.7%

 

(1)Current Occupancy Cost is based on TTM March 2016 sales.

(2)Historical Sales (PSF) and Occupancy Costs are based on sponsor sales estimates.

(3)Shoe Department Encore’s lease commenced November 2013.

 

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

 

 

MALL AT TURTLE CREEK

 

 

The following table presents certain information relating to the lease rollover schedule at the Mall at Turtle Creek Mortgaged Property:

 

Lease Expiration Schedule(1)(2)

 

Year Ending
 December 31,
No. of Leases Expiring Expiring NRSF % of
Total
NRSF
Cumulative
Expiring
NRSF
Cumulative % of Total NRSF Annual
 U/W
Base Rent
% of Total Annual U/W Base Rent Annual
 U/W
Base Rent
 PSF(3)
MTM 6 13,553 4.1% 13,553 4.1% $431,636 6.8% $31.85
2016 0 0 0.0% 13,553 4.1% $0 0.0% $0.00
2017 9 33,593 10.2% 47,146 14.3% $857,449 13.5% $25.52
2018 3 13,721 4.2% 60,867 18.5% $296,611 4.7% $21.62
2019 5 7,702 2.3% 68,569 20.8% $298,718 4.7% $38.78
2020 2 23,604 7.2% 92,173 28.0% $141,008 2.2% $5.97
2021 9 51,461 15.6% 143,634 43.6% $943,790 14.8% $18.34
  2022(4) 5 41,911 12.7% 185,545 56.3% $798,460 12.6% $19.05
2023 2 19,583 5.9% 205,128 62.3% $295,940 4.7% $15.11
2024 1 500 0.2% 205,628 62.4% $63,654 1.0% $127.31
2025 5 33,073 10.0% 238,701 72.5% $678,821 10.7% $20.52
2026 14 60,386 18.3% 299,087 90.8% $1,553,910 24.4% $25.73
Thereafter 0 0 0.0% 299,087 90.8% $0 0.0% $0.00
Vacant 0 30,311 9.2% 329,398 100.0% $0 0.0% $0.00
Total/Weighted Average 61 329,398 100.0%     $6,359,998 100.0% $21.26

 

(1)Information obtained from the underwritten rent roll.

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

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

(4)Subsequent to the Mall at Turtle Creek Whole Loan funding, Bed, Bath & Beyond exercised its first 5-year lease renewal option for a renewal term that commences February 2017 and expires January 2022. The underwriting is based on the original lease that was scheduled to expire January 2017, however the Lease Expiration Schedule reflects a January 2022 lease expiration.

 

The following table presents historical occupancy percentages at the Mall at Turtle Creek Mortgaged Property:

 

Historical Occupancy(1)

 

12/31/2012(2)

12/31/2013(2)

12/31/2014(2)

12/31/2015(2)

4/1/2016(3)

91.6% 91.9% 89.3% 91.2% 90.8%

  

(1)Historical Occupancy figures represent collateral square footage only and include temporary tenants. Excluding temporary tenants, Historical Occupancy is 91.6%, 90.1%, 87.8%, 89.0% and 90.0% for the trailing 12-month periods ending 12/31/2012, 12/31/2013, 12/31/2014, 12/31/2015 and 4/1/2016, respectively.

(2)Information obtained from the borrower.

(3)Information obtained from the underwritten rent roll. Current occupancy includes H&M (20,000 square feet) and Charley’s Grilled Subs (576 square feet) each of which has an executed lease but is not currently in occupancy as the tenants are building out their respective spaces. H&M is expected to open for business October 20, 2016. $151,667 had been reserved at origination which reflects 7 months of gap rent for H&M. Excluding H&M and Charley’s Grilled Subs, current occupancy is 84.6%.

 

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

 

  43 

 

 

MALL AT TURTLE CREEK

 

 

Operating History and Underwritten Net Cash Flow. The following table presents certain information relating to the historical operating performance and underwritten net cash flow at the Mall at Turtle Creek Mortgaged Property:

 

Cash Flow Analysis

 

  2013 2014 2015 TTM 3/31/2016 U/W % of U/W Effective Gross Income U/W $
per SF
Base Rent $5,414,435 $5,403,670 $5,289,753 $5,367,043(1) $6,297,765(1)(2) 63.0% $19.12
Grossed Up Vacant Space 0 0 0 0 1,286,999 12.9 3.91
Percentage Rent 100,027 213,161 226,567 264,566 91,514 0.9 0.28
Total Reimbursables 2,301,778 2,411,823 2,406,467 2,417,574 2,448,120 24.5 7.43
% in Lieu 591,541 341,378 238,864 186,422 62,233 0.6 0.19
Specialty Leasing 494,795 589,504 670,928 692,439 692,439 6.9 2.10
Other Income 322,590 413,418 367,370 400,208 400,208 4.0 1.21
Less Vacancy & Credit Loss

(66,964)

(95,861)

3,698

(23,746)

(1,286,999)(3)

(12.9)

(3.91)

Effective Gross Income $9,158,203 $9,277,093 $9,203,647 $9,304,506 $9,992,279 100.0% $30.33
               
Total Operating Expenses $2,057,152 $2,231,971 $2,056,405 $2,044,191 $2,364,573 23.7% $7.18
 

 

 

 

 

 

 

 

Net Operating Income $7,101,050 $7,045,122 $7,147,241 $7,260,314 $7,627,706 76.3% $23.16
TI/LC 0 0 0 0 494,097 4.9 1.50
Capital Expenditures

0

0

0

0

49,410

0.5

0.15

Net Cash Flow $7,101,050 $7,045,122 $7,147,241 $7,260,314 $7,084,199 70.9% $21.51
               
NOI DSCR 1.57x 1.56x 1.58x 1.61x 1.69x    
NCF DSCR 1.57x 1.56x 1.58x 1.61x 1.57x    
NOI DY 9.9% 9.9% 10.0% 10.2% 10.7%    
NCF DY 9.9% 9.9% 10.0% 10.2% 9.9%    

 

(1)The majority of the increase in Base Rent from TTM 3/31/2016 to U/W is due to recently executed leases with new tenants. Since July 2015 the sponsor executed seven leases with new tenants totaling 46,557 square feet and $938,935 of UW Base Rent.

(2)U/W Base Rent includes contractual rent increases through May 2017, totaling $123,839.

(3)The underwritten economic vacancy is 11.4%. The Mall at Turtle Creek Mortgaged Property was 90.8% physically occupied as of April 1, 2016.

 

Appraisal. As of the appraisal valuation date of April 5, 2016, the Mall at Turtle Creek Mortgaged Property had an “as-is” appraised value of $130,000,000.

 

Environmental Matters. According to the Phase I environmental assessment dated April 12, 2016, there was no evidence of any recognized environmental conditions at the Mall at Turtle Creek Mortgaged Property.

 

Market Overview and Competition. The Mall at Turtle Creek Property is located at the corner of East Highland Drive and Route 49. Both thoroughfares provide local access, but Route 49 provides north/south access, running from northern Arkansas all the way down to Gulfport, Mississippi. Route 49 provides access to Interstate 555 and Interstate 55. The Mall at Turtle Creek Property is located approximately 125.0 miles northeast of the Little Rock central business district and approximately 70.0 miles northwest of the Memphis central business district. The Mall at Turtle Creek Property is located proximate to the intersection of Route 49 and Route 18, and according to the appraisal, has an approximate average annual daily traffic count of 43,000 cars. Further, the Mall at Turtle Creek Property is located approximately two miles away from the Jonesboro Municipal Airport. The area around the Mall at Turtle Creek Property is also served by the Jonesboro Economic Transit System.

 

Jonesboro is the fifth largest city in Arkansas, and according to the appraisal, is one of the fastest growing cities within the state. The three largest economic drivers in Jonesboro are agriculture, manufacturing and medical facilities. Arkansas State University (“ASU”) is located approximately two miles from the Mall at Turtle Creek Property and has an enrollment of over 13,000 undergraduates and approximately 160 fields of study. There are two medical systems, NEA Baptist Memorial Hospital (“NEA”) and St. Bernard’s Regional Medical Center, located proximate to the Mall at Turtle Creek Property. NEA recently moved to a new 770,000 square foot facility approximately four miles away from the Mall at Turtle Creek Property. St. Bernard’s is the largest employer in Jonesboro. Other top employers in the area are ASU, Wal-Mart Stores Inc., Nestle USA, Frito-Lay Inc., Unilever and Riceland Foods. Additionally, five hotels are either in the planning stage or are being developed within four miles of the Mall at Turtle Creek Property. According to the appraisal, youth sports create a large draw to Jonesboro and hotels are almost always fully occupied during tournaments.

 

According to the appraisal, the 2015 population within a forty- (the Mall at Turtle Creek Property’s primary trade area) and fifty-mile radius of the Mall at Turtle Creek Property was 254,575 and 356,025, respectively. According to the appraisal, the average household income within the same forty- and fifty-mile radii was $51,324 and $50,977, respectively. According to the appraisal, population has increased at a compound annual rate of approximately 0.5% between 2000 and 2015 for the forty-mile radius.

 

According to the appraisal, primary competitors include Oak Court Mall and Wolfchase Galleria, the closest of which is approximately 75.0 miles from the Mall at Turtle Creek Property. Highland Square Shopping Center (Kmart anchored), Caraway Mall (Sears Auto Center anchored), Benard Court (Hobby Lobby and Ashley Furniture anchored) and Caraway Shopping Plaza (Hastings, Old Navy, Save-A-Lot and Petco anchored) are considered to be local competitors with typical community center tenancy. There is no anchor overlap among the Mall at Turtle Creek Property and the local competition. According to the appraisal, there are no significant retail development projects underway in Jonesboro. The Mall at Turtle Creek Property is the only enclosed mall within a 75.0 mile radius.

 

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

 

 

MALL AT TURTLE CREEK

 

 

The following table presents certain information relating to some comparable retail properties for the Mall at Turtle Creek Property:

 

Competitive Set(1)

 

 

Mall at Turtle Creek

(Subject)

Oak Court Mall Wolfchase Galleria Highland
Square
Shopping
Center
Caraway
Mall(2)
Bernard Court Caraway
Shopping Plaza
Location Jonesboro, AR Memphis, TN Memphis, TN Jonesboro, AR Jonesboro, AR Jonesboro, AR Jonesboro, AR
Distance from Subject -- 75.0 miles 86.0 miles 1.0 miles 1.0 miles 1.3 miles 1.3 miles
Property Type Regional Mall Regional Mall Super Regional Mall Community Center Community Center Community Center Community Center
Year Built/Renovated 2006/NAP 1988/1995 1996/NAP 1980/NAP 1967/1989 1993/NAP 1969/2002
Anchors Dillard’s, Target, JCPenney Dillard’s, Macy’s Dillard’s, Macy’s, JCPenney, Sears Kmart Sears Appliance Center Hobby Lobby, Ashley Furniture Hastings, Old Navy, Save-A-Lot, Petco
Total GLA 693,597 SF(3) 723,010 SF 1,152,196 SF 219,344 SF 371,325 SF 128,134 SF 161,486 SF
Inline Sales PSF $349(4) $300 $400 NAV NAV NAV NAV
Total Occupancy 95.6%(5) 99.0% 95.0% 96.0% 100.0% 61.0% 86.0%

 

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

(2)Caraway Mall is an anchored retail center whose tenancy includes a small Sears Appliance Center, Buckle, Dollar Tree and Hallmark Gold Crown.

(3)Total GLA includes non-collateral anchor tenants.

(4)Represents comparable inline sales per square foot as of trailing 12-month period ending March 2016.

(5)Total occupancy includes the three non-collateral anchor tenants. Excluding the three non-collateral anchor tenants, occupancy at the Mall at Turtle Creek Property is 90.8% as of April 1, 2016.

 

The Borrower. The borrower is RPI Turtle Creek Mall, LLC, a Delaware limited liability company, a single purpose entity with two independent directors. Legal counsel to the borrower delivered a non-consolidation opinion in connection with the origination of the Mall at Turtle Creek Whole Loan. Rouse Properties, LP is the guarantor of certain nonrecourse carveouts under the Mall at Turtle Creek Whole Loan.

 

The Sponsor. The sponsor is Rouse Properties, LP (“Rouse”). Rouse is a publicly traded real estate investment trust headquartered in New York, New York. Rouse has a portfolio of properties, which includes 35 malls in 21 states encompassing approximately 24 million square feet of retail space. As of December 31, 2015, Rouse had total assets of approximately $2.5 billion and total equity of $534.5 million. Rouse was acquired by an affiliate of Brookfield Asset Management Inc. (“Brookfield”) on July 6, 2016. The indirect owner of the borrower and the sponsor (which is the carve-out guarantor) is a publically traded REIT into which certain properties (not including the mortgaged property) were spun off in connection with the April 2009 bankruptcy filing of General Growth Properties, Inc., which emerged from bankruptcy in November 2010. See also “Description of the Mortgage Pool—Loan Purpose; Default History, Bankruptcy Issues and Other Proceedings” in the Prospectus.

 

Escrows. The loan documents provide for upfront reserves of (i) $443,810 for taxes, (ii) $2,907,450 for outstanding tenant improvement and leasing commission obligations, including those related to H&M ($1,790,000), Victoria’s Secret ($407,450), Bath & Body Works ($225,000), Gearhead Outfitters ($200,000), Torrid ($145,000) and Spencer’s Gifts ($140,000) and (iii) $151,667 for gap rent related to H&M.

 

Additionally, a $2,900,000 Bed, Bath & Beyond reserve fund has been escrowed, which will be disbursed to the borrower, provided no event of default under the loan documents has occurred and is continuing and upon a Bed, Bath & Beyond Renewal Event (defined herein). Among other conditions, a “Bed, Bath & Beyond Renewal Event” will have occurred when the following requirements have been satisfied: (i) Bed, Bath & Beyond has renewed or extended its lease upon terms that are provided under its lease (including a five-year renewal at an annual base rent equal to $312,500); or (ii) the borrower re-leased all or a portion of the Bed, Bath & Beyond lease space (i.e., the space demised pursuant to the Bed, Bath and Beyond lease) with an acceptable replacement lease pursuant to the terms and provisions of the loan documents. Subsequent to the Mall at Turtle Creek Whole Loan funding, the $2,900,000 initially held in escrow was released to the borrower after Bed, Bath & Beyond exercised its renewal option at terms consistent with the loan documents.

 

Ongoing monthly reserves are required in an amount equal to (i) $49,312 for taxes, (ii) $6,862 (subject to a cap of $82,350) for replacement reserves and (iii) $41,175 (subject to a cap of $988,194) for tenant improvements and leasing commissions. The loan documents do not require monthly escrows for insurance provided that (x) no event of default under the loan documents has occurred and is continuing, (y) the Mall at Turtle Creek Mortgaged Property is insured via an acceptable blanket or umbrella insurance policy that meets the requirements set forth in the loan documents and (z) the borrower provides the lender with evidence of renewal of the policies and timely proof of payment of the insurance premiums when due.

 

Lockbox and Cash Management. The Mall at Turtle Creek Whole Loan requires a lender-controlled hard lockbox account, which is already in place, and into which the borrower and property manager direct all tenants to directly pay rents. The loan documents also require that the borrower or property manager, if any, to, deposit into the lockbox account no later than three business days after receipt (i) prior to a Trigger Event (as defined below), all rents from permanent leases and all forfeited security deposits received by the borrower and property manager, if any, and (ii) following a Trigger Event, all gross income from operations, all forfeited security deposits and all other revenue of any kind from the Mall at Turtle Creek Mortgaged Property received by the borrower or the property manager, if any. Prior to the occurrence of a Trigger Event, all funds on deposit in the lockbox account are to be disbursed to the

 

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

 

  45 

 

  

MALL AT TURTLE CREEK

 

 

borrower. During a Trigger Event, all cash flow is to be swept to a lender-controlled cash management account. During a Low DSCR Period (as defined below), all excess funds in the cash management account are to be swept to a lender controlled sub-account.

 

However, upon the occurrence and continuance of a Trigger Event caused solely by the debt service coverage ratio being less than 1.30x at the end of any trailing 12-month period, the borrower may (but will not be obligated to), in borrower’s sole discretion, cure such Trigger Event by posting (x) cash and/or (y) an evergreen letter of credit in form and substance reasonably acceptable to the lender, in an aggregate amount equal to the amount by which the Mall at Turtle Creek Whole Loan would have to be partially prepaid in order for the debt service coverage ratio to equal 1.30x, and such deposit of cash or provision of a letter of credit will cure such Trigger Event caused by the existence and continuance of the debt service coverage ratio being less than 1.30x, provided that when the debt service coverage ratio continues to be tested as of the end of each calendar quarter and with respect to such calculations, the borrower will be given credit against the outstanding balance of the Mall at Turtle Creek Whole Loan for any such cash deposited or the face amount of any such letter of credit.

 

A “Trigger Event” will commence upon the earlier of (i) the occurrence of an event of default; or (ii) the debt service coverage ratio being less than 1.30x at the end of any trailing 12-month period. A Trigger Event will expire, with regard to clause (i), upon the cure of such event of default; and with regard to clause (ii), the debt service coverage ratio being equal to or greater than 1.30x for two consecutive calendar quarters.

 

A “Low DSCR Period” will commence on the last day of the second consecutive calendar quarter for which the debt service coverage ratio is less than 1.20x and ends on the last day of any two consecutive calendar quarters thereafter for each of which the debt service coverage ratio is greater than or equal to 1.20x.

 

Property Management. The Mall at Turtle Creek Mortgaged Property is managed by an affiliate of the borrower.

 

Assumption. The borrower has the right to transfer the Mall at Turtle Creek Mortgaged Property, provided that certain conditions are satisfied, including (i) no event of default has occurred and is continuing; (ii) the identity, experience (demonstrated expertise in owning and operating properties in size, class and operation to the Mall at Turtle Creek Mortgaged Property), financial condition and credit worthiness of transferee and guarantor, as evidenced by financial statements and other information is satisfactory to lender, and (iii) rating agency confirmation from Fitch, Moody’s and Morningstar that the transfer will not result in a downgrade, withdrawal or qualification of the respective ratings assigned to the Series 2016-C36 Certificates or similar ratings confirmations from each rating agency rating any securities backed by any Mall at Turtle Creek companion loan with respect to the ratings of such securities.

 

Partial Release. Not permitted.

 

Real Estate Substitution. Not permitted.

 

Subordinate and Mezzanine Indebtedness. See “Other Indebtedness” below.

 

Other Indebtedness. The loan documents permit certain sponsor affiliates to pledge direct or indirect ownership interests to a qualified pledgee (an institution having in excess of $250.0 million in total assets and $60.0 million in capital/statutory surplus, and regularly engaged in business of owning or making commercial real estate loans or commercial loans secured by a pledge of interests in a mortgage borrower or owning and operating commercial properties, or otherwise is party for whom rating agency confirmation has been obtained) subject to certain conditions, including: (i) a pledge is given in connection with an operating debt facility, a corporate facility, a line of credit or other similar financing transaction credit facility secured by multiple properties for which repayment is not primarily dependent upon property cash flow; and (ii) the exercise of any remedies available under the pledge will not result in a change of manager unless the replacement manager is a qualified manager as defined in the loan documents.

 

Ground Lease. None.

 

Terrorism Insurance. The loan documents require that the “all risk” or “special form” insurance policy required to be maintained by the borrower provide coverage for terrorism in an amount equal to the full replacement cost of the Mall at Turtle Creek Mortgaged Property, as well as business interruption insurance for a period covering no less than the 18-month period following the occurrence of a casualty event, together with a 12-month extended period of indemnity. If TRIPRA is no longer in effect, the borrower will be obligated to maintain coverage for such insurance against foreign and domestic acts of terrorism or similar acts of sabotage; however the cost of such coverage may not exceed an amount equal to two times the annual premium for a separate “special form” or “all risks” policy basis.

 

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

 

  46 

 

 

No. 8 - Home2 Suites - Long Island City
   
Loan Information   Property Information
Mortgage Loan Seller: Basis Real Estate Capital II, LLC   Single Asset/Portfolio: Single Asset
Credit Assessment (Fitch/Moody’s/Morningstar): NR/NR/NR   Property Type: Hospitality
Original Principal Balance: $25,000,000   Specific Property Type: Extended Stay
Cut-off Date Balance: $24,973,745   Location: Long Island City, NY
% of Initial Pool Balance: 2.9%   Size: 115 Rooms
Loan Purpose: Refinance   Cut-off Date Balance Per Room: $217,163
Borrower Name: LIC Hotel Property LLC   Year Built/Renovated: 2014/NAP
Sponsors: Jacob Rad; Samuel Klein   Title Vesting: Fee
Mortgage Rate: 5.050%   Property Manager: Real Hospitality Group, LLC
Note Date: September 29, 2016   4th Most Recent Occupancy (As of)(3): NAV
Anticipated Repayment Date: NAP   3rd Most Recent Occupancy(3): NAV
Maturity Date: October 1, 2026   2nd Most Recent Occupancy: 88.1% (12/31/2014)
IO Period: None   Most Recent Occupancy (As of): 86.4% (12/31/2015)
Loan Term (Original): 120 months   Current Occupancy (As of): 85.9% (7/31/2016)
Seasoning: 1 month      
Amortization Term (Original): 360 months   Underwriting and Financial Information:  
Loan Amortization Type: Amortizing Balloon   4th Most Recent NOI (As of)(3): NAV
Interest Accrual Method: Actual/360   3rd Most Recent NOI (As of)(3): NAV
Call Protection: L(25),D(91),O(4)   2nd Most Recent NOI (As of): $3,163,656 (12/31/2015)
Lockbox Type: Springing   Most Recent NOI (As of): $3,195,079 (TTM 7/31/2016)
Additional Debt(1): Yes      
Additional Debt Type(1): Unsecured Debt      
      U/W Revenues: $6,576,973
      U/W Expenses: $3,828,493
      U/W NOI: $2,748,480
      U/W NCF: $2,485,401
Escrows and Reserves(2):         U/W NOI DSCR: 1.70x
          U/W NCF DSCR: 1.53x
Type: Initial Monthly Cap (If Any)   U/W NOI Debt Yield: 11.0%
Taxes $69,269 $13,854 NAP   U/W NCF Debt Yield: 10.0%
Insurance $54,649 $6,072 NAP   As-Is Appraised Value: $40,800,000
FF&E $0 $21,923 $789,237   As-Is Appraisal Valuation Date: August 23, 2016
Deferred Maintenance $34,375 $0 NAP   Cut-off Date LTV Ratio: 61.2%
Seasonality Reserve $175,000 $0 $175,000   LTV Ratio at Maturity or ARD: 50.5%
             
                 
(1)See “Subordinate and Mezzanine Indebtedness” section.

(2)See “Escrows” section.

(3)The Home2 Suites Property (as defined below) opened in May 2014; therefore, a 12-month calendar year financial statement is not available prior to 2015.

 

The Mortgage Loan. The mortgage loan (the “Home2 Suites Mortgage Loan”) is evidenced by a single promissory note that is secured by a first mortgage encumbering the fee interest in an extended stay hotel located in Long Island City, NY (the “Home2 Suites Property”). The Home2 Suites Mortgage Loan was originated on September 29, 2016 by Basis Real Estate Capital II, LLC. The Home2 Suites Mortgage Loan had an original principal balance of $25,000,000, has an outstanding principal balance as of the Cut-off Date of $24,973,745 and accrues interest at an interest rate of 5.050% per annum. The Home2 Suites Mortgage Loan had an initial term of 120 months, has a remaining term of 119 months as of the Cut-off Date and requires payments of principal and interest based on a 30-year amortization schedule through the term of the Home2 Suites Mortgage Loan. The Home2 Suites Mortgage Loan matures on October 1, 2026.

 

Following the lockout period, the borrower has the right to defease the Home2 Suites Mortgage Loan in whole, but not in part, on any date before July 1, 2026. In addition, the Home2 Suites Mortgage Loan is prepayable without penalty on or after July 1, 2026.

 

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

 

 

HOME2 SUITES – LONG ISLAND CITY

 

Sources and Uses

 

 Sources         Uses      
 Original loan amount $25,000,000   100.0%   Loan payoff $13,401,643    53.6%
          Reserves 333,293     1.3
          Closing costs 468,630     1.9
          Return of equity(1) 10,796,435   43.2
 Total Sources $25,000,000   100.0%   Total Uses $25,000,000    100.0%

 

(1)All of the $10,796,435 returned to the Borrower was used to pay down partnership debt.

 

The Property. The Home2 Suites Property is a 115-room, 10-story, extended stay hotel located on 0.3 acres in Long Island City, New York, directly across the East River from Manhattan. The borrower acquired the land in 2007 and 2008 and constructed the Home2 Suites Property, which opened in May of 2014.

 

Amenities at the Home2 Suites Property include a market pantry, fitness center, lobby workstation, game room, guest laundry room, and 880 square feet of meeting space. Guestrooms are located on floors two through 10 and the guestroom mix includes 82 single queen-bed studio suites, 17 double queen-bed studio suites, 7 handicapped-accessible studio suites, 5 king one-bedroom suites, and 4 king studio suites. All of the guestrooms contain living, cooking and sleeping areas and the one-bedroom suites have a wall that separates the bedroom from the kitchen and living areas. Guestroom features include an industry-unique “working wall” that incorporates the kitchen and a flexible media/working zone. The kitchens include a refrigerator, microwave, dishwasher, and other typical kitchen amenities. The media/working zone includes a queen-size sofa sleeper, 42-inch flat-screen television, roll-around ottoman, ambient task lighting, an alarm clock with iPod port and MP3 jack, and various pieces of furniture that can be moved around to create customized living spaces and adjustable storage options.

 

Since opening in May 2014, the Home2 Suites Property has been awarded the TripAdvisor Certificate of Excellence and is currently ranked number one out of 29 Long Island City hotels, with 91.9% positive guest feedback.

 

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 Home2 Suites Property:

 

Cash Flow Analysis

 

  2015(1)   TTM
7/31/2016
  U/W   % of U/W Total Revenue   U/W $ per Room
Occupancy 86.4%   85.9%   82.0%        
ADR $182.12   $184.58   $184.58        
RevPar $157.26   $158.50   $151.36        
                   
Total Revenue $6,790,495   $6,894,959   $6,576,973   100.0%   $57,191
Total Department Expenses 1,765,486   1,854,609   1,770,136                 26.9   15,392
Gross Operating Profit $5,025,009   $5,040,350   $4,806,838   73.1%   $41,799
                   
Total Undistributed Expenses 1,592,895   1,691,338   1,863,659                28.3   16,206
Profit Before Fixed Charges $3,432,114   $3,349,012   $2,943,179   44.7%   $25,593
                   
Total Fixed Charges(2) 268,458   153,933   194,699                 3.0   1,693
                   
Net Operating Income $3,163,656   $3,195,079   $2,748,480   41.8%   $23,900
FF&E 0   275,798   263,079                 4.0   2,288
Net Cash Flow $3,163,656   $2,919,281   $2,485,401   37.8%   $21,612
                   
NOI DSCR 1.95x   1.97x   1.70x        
NCF DSCR 1.95x   1.80x   1.53x        
NOI DY 12.7%   12.8%   11.0%        
NCF DY 12.7%   11.7%   10.0%        

 

(1)The Home2 Suites Property opened for business in May 2014. Full year financial statements are therefore not available prior to 2015.

(2)The Home2 Suites Property is located in a “Special Area” of New York City and benefits from a property tax abatement under the Industrial and Commercial Abatement Program (ICAP). This program provides partial abatement of property taxes for varying periods for eligible industrial and commercial buildings that are built, modernized, rehabilitated, expanded, or otherwise physically improved within the ICAP geographical boundaries. Accordingly, the Home2 Suites Property is exempt from any increases in assessed value resulting from construction of the hotel for a period of twenty-five years starting July 1, 2015. The Home2 Suites Property is expected to benefit from the full exemption for 16 years; thereafter, the improvement assessment abatement will be phased-out by 10% per annum from years 17 through 25. The property tax burden will encompass the full tax assessment in Year 26 of operation. Because the Home2 Suites Property is expected to receive the full abatement throughout the 10-year loan term, the abated tax amount, which reflects the projected 2016/2017 Real Estate Taxes, has been underwritten. Underwritten Total Fixed Charges are lower than 2015 Total Fixed Charges due to decrease in real estate tax rate and a small correction to the ICAP assessment that is being considered by the City of New York.

 

Appraisal. As of the appraisal valuation date of August 23, 2016, the Home2 Suites Property had an “as-is” appraised value of $40,800,000.

 

Environmental Matters. According to a Phase I environmental assessment dated October 30, 2015, there was no evidence of any recognized environmental conditions at the Home2 Suites Property.

 

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

 

  48 

 

 

HOME2 SUITES – LONG ISLAND CITY

 

Market Overview and Competition. The Home2 Suites Property is located at 39-06 30th Street in Long Island City, New York. Long Island City is the westernmost neighborhood of the New York borough of Queens, one of New York City’s five boroughs. Long Island City sits across the East River between Midtown Manhattan and the Upper East Side. Primary access to the Home2 Suites Property neighborhood is provided by The Queens Midtown Tunnel, Queensboro Bridge, the Long Island Expressway (Interstate-495), the Brooklyn Queens Expressway (Interstate-278), Queens Blvd (Route 25), and Northern Boulevard (Route 25A). LaGuardia Airport is located 4.0 miles northeast and John F. Kennedy International Airport is located approximately 10.0 miles southeast of the Home2 Suites Property. In addition, the East River Ferry provides service to Midtown Manhattan (34th Street), Wall Street, Governors Island, Brooklyn Bridge Park, South & North Williamsburg, Long Island City and Greenpoint. The Home2 Suites Property is 2.4 miles northwest of the Brooklyn Queens Expressway, which provides access to the neighborhood area.

 

Per the appraiser, Long Island City has the largest commercial district in Queens and is also characterized by its waterfront parks and arts community. Long Island City’s proximity to Midtown and the Upper East Side of Manhattan, as well as its ample transportation options, has made it an increasingly attractive location for all types of businesses, particularly back-office companies attempting to reduce occupancy costs. Long Island City benefits from its accessibility attributes, as it is located approximately ten minutes from Midtown Manhattan via subway. Two primary districts – Queens Plaza and Court Square – make up the 37-block Long Island City Core, with Jackson Avenue serving as the main thoroughfare connecting the two. Major companies now have offices in Long Island City including Citigroup, Fresh Direct, JetBlue AirwayS, Kaufman Astoria Studios, MetLife, NYC Department of Health and Mental Hygiene, RCN Corporation, Silvercup Studios, Steve Madden, Uber and United Nations Federal Credit Union. Overall, Long Island City houses over 6,300 businesses with over 93,000 employees, as well as 48,000 students at two higher education institutions. Planned and ongoing public improvements at Queens Plaza and along Jackson Avenue are expected to complement private sector development. According to a third-party market research report cited in the Appraisal, the 2015 estimated New York County, NY-NJ-PA metropolitan statistical area and NY-NJ-CT-PA combined statistical area populations are approximately 1,613,000, 20,116,000, and 23,715,000, respectively.

 

According to the appraisal, demand segmentation at the Home2 Suites Property is 40.0% leisure/tourism, 55.0% commercial and 5.0% meeting and group. A third party hospitality research report identified seven competitive hospitality properties, containing 860 rooms, which exhibited average occupancy, ADR, and RevPAR of 81.8%, $147.56, and $120.72, respectively, for the trailing 12-month period ending August 31, 2016.

 

The following table presents certain information relating to some comparable multifamily properties for the Home2 Suites Property:

 

Subject and Market Historical Occupancy, ADR and RevPAR(1)
  Competitive Set Home2 Suites - Long Island City Penetration Factor
Year Occupancy ADR RevPAR Occupancy ADR RevPAR Occupancy ADR RevPAR
8/31/2016 TTM 81.8% $147.56 $120.72 85.7% $184.99 $158.52 104.7% 125.4% 131.3%
8/31/2015 TTM 79.5% $148.98 $118.44 87.3% $173.41 $151.36 109.8% 116.4% 127.8%
8/31/2014 TTM(2) 81.5% $151.18 $123.20 91.1% $151.09 $137.66 111.8% 99.9% 111.7%

 

(1)Information obtained from a third party hospitality research report dated August 18, 2016. The current competitive set includes: Holiday Inn Long Island City Manhattan, Best Western Plaza Hotel, Ramada Long Island City, Fairfield Inn & Suites New York Queens Queensboro Bridge, Z Hotel, Four Points by Sheraton Long Island City Queens Queensboro Bridge, and Hilton Garden Inn New York Long Island City Manhattan View.

(2)The Home2 Suites Property opened in May 2014, therefore, the occupancy, ADR, RevPAR and Penetration Factors are based on less than a full year of results.

 

The Borrower. The borrower is LIC Hotel Property LLC, a New York limited liability company and a single purpose entity with one independent manager. Jacob Rad and Samuel Klein are the guarantors of certain nonrecourse carveouts under the Home2 Suites Mortgage Loan on a joint and several basis.

 

The Sponsor. The sponsors, Jacob Rad and Samuel Klein, are New York City based real estate developers. Mr. Rad co-founded Radson Development in 2012. Jacob Rad’s real estate development experience spans nearly four decades. In 2012, he co-founded Radson Development and prior to that he held several positions in real estate development, engineering and construction management. He spent 11 years as a developer in New York City, where he oversaw the design and construction of thousands of units of affordable and market-rate rental units. His background also includes the design and supervision of mixed-use, office and hotel development in Chicago and Los Angeles. Mr. Klein has developed numerous projects in New York City, including brand-name hotels, multi-family residences, commercial buildings, recreational facilities, renovations, and high-end custom homes. For additional information regarding the sponsor, see “Description of the Mortgage Pool-Litigation and Other Considerations” and “Description of the Mortgage Pool—Loan Purpose; Default History, Bankruptcy Issues and Other Proceedings” in the Prospectus.

 

Escrows. The loan documents provided for upfront escrows in the amount of $69,269 for real estate taxes, $54,649 for insurance premiums, $34,375 for deferred maintenance and $175,000 for a seasonality reserve. In addition, the seasonality reserve is also capped at $175,000 (the “Seasonality Reserve Cap”). The loan documents also provide for monthly escrows in the amount of $13,854 for real estate taxes, $6,072 for insurance premiums, and $21,923 for FF&E reserves. Borrower’s obligation to make monthly deposits into the FF&E reserve is capped at an amount equal to three years of the annual FF&E amount (the “FF&E Reserve Cap”), not to be less than three times the intial annual amount of $263,079, adjusted every payment date in January in an amount equal to the greater of 4% of the gross income from operations and the amount required to be collected by the franchisor. The seasonality reserve can be utilized to cover debt service shortfalls each January and February and will be replenished from excess cash flow if the balance in the seasonality reserve drops below the Seasonality Reserve Cap.

 

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

 

  49 

 

 

HOME2 SUITES – LONG ISLAND CITY

 

If, at any time during the term of the Home2 Suites Mortgage Loan, a Property Improvement Plan (a “PIP”) is required by the franchisor, the borrower is required to deposit an amount equal to 125% of the cost of the work outlined in the PIP, which amount will be held in a separate PIP Reserve.

 

Lockbox and Cash Management. Upon the occurrence and continuance of a Cash Management Trigger Event (as defined below) the borrower is required to establish a lender-controlled lockbox account. The loan documents also require that all revenues received by the borrower or the property manager be deposited into the lockbox account within one business day of receipt. Prior to a Cash Sweep Event (as defined below) all excess funds on deposit are distributed to the borrower. During a Cash Sweep Event period all excess funds will be applied to the lender-controlled excess cash flow reserve account.

 

A “Cash Management Trigger Event” will occur if the debt service coverage ratio is less than 1.25x for one calendar quarter. A “Cash Sweep Event” period will commence if (i) an event of default occurs; (ii) the debt service coverage ratio falls below 1.20x for two consecutive calendar quarters based on the trailing twelve month period; (iii) 18 months prior to the expiration of the franchise agreement unless it has been renewed, or a replacement franchise agreement with a franchisor of similar or better stature than Home2 Suites by Hilton has been entered into, for a period of at least three years beyond the Home2 Suites Mortgage Loan maturity date; (a “Franchise Agreement Expiration Trigger Event) or (iv) the borrower has received written notice of franchisor’s intent to terminate the franchise agreement, or the franchise agreement has been terminated for any reason (the “Franchise Agreement Trigger Event”). A Cash Sweep Event period will end with respect to clause (i), the event of default ceases to exist; with respect to clause (ii), once the debt service coverage ratio is greater than 1.30x for two consecutive calendar quarters; with respect to clause (iii), the borrower has entered into a fully executed extension of the franchise agreement or a replacement franchise agreement with a franchisor of similar or better stature than Home2Suites by Hilton of no less than 3 years past the Home2 Suites Mortgage Loan maturity date, and delivered a “comfort letter” from the franchisor; and with respect to clause (iv), the franchise agreement is reaffirmed by the borrower and franchisor in writing or borrower enters into a new franchise agreement with a franchisor similar or better than Home2 Suites by Hilton no less than 3 years past the Home2 Suites Mortgage Loan maturity date, and delivered a “comfort letter” from the franchisor.

 

Property Management. The Home2 Suites Property is managed by Real Hospitality Group, LLC.

 

Assumption. The borrower has the right to transfer the Home2 Suites Property at any time commencing one year following the origination date, provided that no event of default has occurred and is continuing and certain other conditions are satisfied, including (i) the lender’s reasonable determination that the proposed transferee and guarantor satisfy the lender’s credit review and underwriting standards, taking into consideration transferee experience, financial strength and general business standing; (ii) the execution of a recourse guaranty and an environmental indemnity by an affiliate of the transferee; and (iii) if requested by the lender, a rating agency confirmation from Fitch, Moody’s and Morningstar that the transfer will not result in a downgrade, withdrawal or qualification of the respective ratings assigned to the Series 2016-C36 Certificates.

 

Right of First Refusal. A third party holds a right of first refusal (“ROFR”) to purchase the Home2 Suites Property if the borrower decides to sell or transfer the Home2 Suites Property or all or any portion of the ownership interests in the borrower. Upon the exercise of the ROFR during the defeasance lockout period, the full amount of the Home2 Suites Mortgage Loan will be immediately due and payable and the borrower will be required to prepay the Home2 Suites Mortgage Loan in full, together with any yield maintenance premium. The ROFR expires on October 7, 2018.

 

Permitted Restructuring of Borrower. The borrower has the right to transfer direct and indirect interests in the borrower in order to restructure the borrower without the consent of lender, provided (i) the borrower receives the prior final written consent of franchisor to the permitted reorganization, and (ii) after such transfer, Jacob Rad and Samuel Klein shall be in control of the borrower.

 

Partial Release. Not permitted.

 

Real Estate Substitution. Not permitted.

 

Subordinate and Mezzanine Indebtedness. Existing unsecured debt in the amount of $4,500,000 in the form of shareholder loans (the “Shareholder Loans”) made to the borrower by Samuel Klein, one of the loan’s guarantors and one of two shareholders in the borrower. The Shareholder Loans were made to the the borrower to provide working capital. The guarantors have fully subordinated the Shareholder Loans to the lender and executed a standstill agreement.

 

Ground Lease. None.

 

Terrorism Insurance. The loan documents require that the “all risk” insurance policy required to be maintained by the borrower provides coverage for terrorism in an amount equal to the full replacement cost of the Home2 Suites Property. The loan documents also require business interruption insurance covering no less than the 18-month period following the occurrence of a casualty event, together with a 12-month extended period of indemnity.

 

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

 

  50 

 

 

No. 9 – ExchangeRight Net Leased Portfolio 13
 
Loan Information   Property Information
Mortgage Loan Seller: Barclays Bank PLC   Single Asset/Portfolio: Portfolio

Credit Assessment 

(Fitch/Moody’s/Morningstar): 

NR/NR/NR   Property Type: Retail
Original Principal Balance: $24,485,000   Specific Property Type: Single Tenant
Cut-off Date Balance: $24,485,000   Location(3): Various
% of Initial Pool Balance: 2.9%   Size: 233,055 SF
Loan Purpose: Acquisition   Cut-off Date Balance Per SF: $105.06
Borrower Name(1): ExchangeRight Net Leased Portfolio 13 DST   Year Built/Renovated(3): Various
Sponsors: David Fisher; Joshua Ungerecht; Warren Thomas   Title Vesting: Fee
Mortgage Rate: 3.821%   Property Manager: Self-managed
Note Date: August 31, 2016   4th Most Recent Occupancy(4): NAV
Anticipated Repayment Date: NAP   3rd Most Recent Occupancy(4): NAV
Maturity Date: September 6, 2026   2nd Most Recent Occupancy(4): NAV
IO Period: 120 months   Most Recent Occupancy(4): NAV
Loan Term (Original): 120 months   Current Occupancy (As of): 100.0% (11/1/2016)
Seasoning: 2 months    
Amortization Term (Original): NAP   Underwriting and Financial Information:
Loan Amortization Type: Interest-only, Balloon      
Interest Accrual Method: Actual/360   4th Most Recent NOI(5): NAV
Call Protection: L(26),D(90),O(4)   3rd Most Recent NOI(5): NAV
Lockbox Type: Hard/Springing Cash Management   2nd Most Recent NOI(5): NAV
Additional Debt: None   Most Recent NOI(5): NAV
Additional Debt Type: NAP      
          U/W Revenues: $3,035,101
          U/W Expenses: $324,274
          U/W NOI: $2,710,827
Escrows and Reserves(2):         U/W NCF: $2,600,747
          U/W NOI DSCR: 2.86x
Type: Initial Monthly Cap (If Any)   U/W NCF DSCR: 2.74x
Taxes $78,724 $21,553 NAP   U/W NOI Debt Yield: 11.1%
Insurance $0 Springing NAP   U/W NCF Debt Yield: 10.6%
Replacement Reserves $0 $1,440 NAP   As-Is Appraised Value(6): $45,293,000
TI/LC Reserve $0 Springing NAP   As-Is Appraisal Valuation Date(6): Various
Required Repairs Reserve $95,243 $0 NAP   Cut-off Date LTV Ratio: 54.1%
Condominium Assessments Reserve $25,857 Springing NAP   LTV Ratio at Maturity or ARD: 54.1%
             
               
(1)See “The Borrowers” section.

(2)See “Escrows” section.

(3)See “The Properties” section.

(4)See “Historical Occupancy” section.

(5)See “Cash Flow Analysis” section. Historical cash flows are unavailable as the ExchangeRight Properties were acquired by the sponsors between May 2015 and August 2016. The sellers of the ExchangeRight Properties did not provide historical operating statements to the borrower (the buyer).

(6)See “Appraisal” section. Each of the ExchangeRight Properties was valued individually. The appraisals are dated from April 10, 2016 to August 19, 2016.

 

The Mortgage Loan. The mortgage loan (the “ExchangeRight Mortgage Loan”) is evidenced by a single promissory note that is secured by a first mortgage encumbering 20 cross-collateralized, triple-net leased, single tenant buildings located in Alabama, Connecticut, Florida, Louisana, Ohio, Tennessee, Texas, and Wisconsin (the “ExchangeRight Properties”). The ExchangeRight Mortgage Loan was originated on August 31, 2016 by Barclays Bank PLC. The ExchangeRight Mortgage Loan had an original principal balance of $24,485,000, has an outstanding principal balance as of the Cut-off Date of $24,485,000 and accrues interest at an interest rate of 3.821% per annum. The ExchangeRight Mortgage Loan had an initial term of 120 months, has a remaining term of 118 months as of the Cut-off Date and requires interest-only payments through the term of the ExchangeRight Mortgage Loan. The ExchangeRight Mortgage Loan matures on September 6, 2026.

 

Following the lockout period, the borrower has the right to defease the ExchangeRight Mortgage Loan in whole, but not in part, on any date before June 6, 2026. In addition, the ExchangeRight Mortgage Loan is prepayable without penalty on or after June 6, 2026.

 

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

 

 

EXCHANGERIGHT NET LEASED PORTFOLIO 13

 

Sources and Uses

 

Sources         Uses      
Original loan amount $24,485,000   53.7%   Purchase price(1) $44,718,238   98.1%
Sponsor’s new cash contribution 21,102,544   46.3   Reserves 199,824   0.4  
          Closing costs 669,482   1.5  
Total Sources $45,587,544   100.0%   Total Uses $45,587,544   100.0%  

 

(1)A portion of the ExchangeRight Mortgage Loan proceeds were used to unencumber 11 of the 20 properties that served as collateral under the sponsors’ line of credit facilities that were purchased between May 2015 and July 2016.

 

The Properties. The ExchangeRight Properties comprise 20 single-tenant retail properties totaling 233,055 square feet located in Alabama (two properties), Connecticut (one property), Florida (two properties), Louisana (four properties), Ohio (three properties), Tennessee (two properties), Texas (three properties) and Wisconsin (three properties). Built between 1986 and 2016, the ExchangeRight Properties range in size from 5,800 square feet to 53,000 square feet. The sponsor acquired the ExchangeRight Properties between May 2015 and August 2016 for a combined purchase price of approximately $44.7 million. As of November 1, 2016, the ExchangeRight Properties were 100.0% occupied.

 

The ExchangeRight Properties include nationally recognized credit-tenants, such as Walgreens (rated BBB/Baa2/BBB by Fitch/Moody’s/S&P), CVS Pharmacy (rated Baa1/BBB+ by Moody’s/S&P), Sherwin Williams (rated A-/A3/A by Fitch/Moody’s/S&P), Dollar General (rated Baa2/BBB by Moody’s/S&P), Family Dollar (rated Ba2/BB+ by Moody’s/S&P) and Advance Auto Parts (rated Baa2/BBB- by Moody’s/S&P). Credit rated tenants occupy 17 of the 20 properties representing 77.3% of underwritten base rent (leases are directly with rated entities or are guaranteed by such entities). Investment grade tenants occupy 13 of the 20 properties representing 63.6% of underwritten base rent. The ExchangeRight Properties have a weighted average remaining initial lease term of approximately 12.9 years and if utilizing the fully extended lease maturity dates, the weighted average remaining lease term is approximately 40.5 years. Leases representing approximately 65.3% of the net rentable area and 79.0% of the underwritten base rent expire after the ExchangeRight Mortgage Loan maturity date. No individual property within the ExchangeRight Properties accounts for more than 13.6% of the underwritten base rent. The largest property, Hobby Lobby – Franklin comprises approximately 53,000 square feet (22.7% of the total net rentable area) and $344,500 of the underwritten base rent (12.1% of underwritten base rent). Excluding Hobby Lobby – Franklin, no individual property accounts for more than 8.1% of the net rentable area.

 

Condominium Structure. The Hobby Lobby – Franklin property comprises unit 1 of a two-unit commercial condominium. Unit 1 is a retail unit, and unit 2 is an industrial warehouse. Unit 2 is not part of the collateral for the ExchangeRight Mortgage Loan. Each unit has a 50% interest in the general common elements and equal voting rights. The borrower has 50% of the voting control, which gives the borrower the ability to block actions by the condominium board and association.

 

The following table presents certain information relating to the ExchangeRight Properties:

 

Tenant Name City, State Specific Property Type Allocated
Cut-off Date Balance
% of Portfolio Cut-off Date Balance Occupancy Year Built/ Renovated Net Rentable Area (SF)

Appraised  

Value(1) 

Walgreens   Fairfield, Ohio Single Tenant $3,395,000 13.9% 100.0% 2002/NAP 14,490 $6,200,000
Walgreens Panama City, Florida Single Tenant $3,165,000 12.9% 100.0% 2006/NAP 14,820 $5,763,000
Hobby Lobby Franklin, Wisconsin Single Tenant $2,825,000 11.5% 100.0% 2003/NAP 53,000 $5,300,000
CVS Pharmacy Gadsden, Alabama Single Tenant $2,420,000 9.9% 100.0% 2008/NAP 11,945 $4,500,000
Tractor Supply Chillicothe, Ohio Single Tenant $1,645,000 6.7% 100.0% 1996/NAP 18,946 $3,000,000
Advance Auto Parts Houston, Texas Single Tenant $1,075,000 4.4% 100.0% 2015/NAP 6,889 $2,050,000
Family Dollar Plainville, Connecticut Single Tenant $1,040,000 4.2% 100.0% 2015/NAP 9,219 $1,980,000
Napa Auto Parts Madison, Wisconsin Single Tenant $960,000 3.9% 100.0% 1990/NAP 7,800 $1,800,000
Dollar General Knoxville, Tennessee Single Tenant $825,000 3.4% 100.0% 2016/NAP 9,100 $1,475,000
Dollar General Dothan, Alabama Single Tenant $745,000 3.0% 100.0% 2016/NAP 9,026 $1,400,000
Family Dollar Lafayette, Louisiana Single Tenant $755,000 3.1% 100.0% 2016/NAP 8,481 $1,400,000
Dollar General Superior, Wisconsin Single Tenant $735,000 3.0% 100.0% 2013/NAP 9,493 $1,380,000
Family Dollar Lafayette, Louisiana Single Tenant $745,000 3.0% 100.0% 2016/NAP 8,320 $1,370,000
Dollar General Knoxville, Tennessee Single Tenant $695,000 2.8% 100.0% 2016/NAP 9,100 $1,275,000
Family Dollar Scott, Louisiana Single Tenant $670,000 2.7% 100.0% 2016/NAP 8,532 $1,230,000
Sherwin Williams Arlington, Texas Single Tenant $655,000 2.7% 100.0% 1999/NAP 6,000 $1,210,000
Sherwin Williams Shreveport, Louisiana Single Tenant $595,000 2.4% 100.0% 2003/NAP 6,000 $1,110,000
Sherwin Williams Sherman, Texas Single Tenant $585,000 2.4% 100.0% 2001/NAP 7,080 $1,100,000
Dollar General Walbridge, Ohio Single Tenant $485,000 2.0% 100.0% 2008/NAP 9,014 $890,000
Sherwin Williams Naples, Florida Single Tenant $470,000 1.9% 100.0% 1986/NAP 5,800 $860,000
Total/Weighted Average     $24,485,000 100.0% 100.0%   233,055 $45,293,000
                   
(1)In addition, each appraisal provides a “go dark” value for the related property. The ExchangeRight Properties have an aggregate “go dark” value of $23,830,000.

 

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

 

  52 

 

 

EXCHANGERIGHT NET LEASED PORTFOLIO 13

 

The following table presents certain information relating to the tenancies at the ExchangeRight Properties:

 

Major Tenants

 

Tenant Name Credit Rating
(Fitch/Moody’s/S&P)(1)
Tenant NRSF % of NRSF Annual U/W Base Rent PSF Annual U/W Base Rent % of Total Annual U/W Base Rent Lease Expiration Date
               
Major Tenants              
Walgreens BBB/Baa2/BBB 29,310 12.6% $24.77 $726,000 25.5% Various(2)
Dollar General NR/Baa2/BBB 45,733 19.6% $9.49 $433,882 15.3% Various(3)
Family Dollar NR/Ba2/BB+ 34,552 14.8% $11.25 $388,608 13.7% Various(4)
Hobby Lobby NR/NR/NR 53,000 22.7% $6.50 $344,500 12.1% 3/31/2026(5)
CVS Pharmacy NR/Baa1/BBB+ 11,945 5.1% $22.50 $268,763 9.5% 1/31/2034(6)
Sherwin Williams A-/A3/A 24,880 10.7% $10.35 $257,470 9.1% Various(7)
Total Major Tenants 199,420 85.6% $12.13 $2,419,222 85.1%  
               
Non-Major Tenants   33,635 14.4% $12.58 $423,163 14.9%  
               
Occupied Collateral Total 233,055 100.0% $12.20 $2,842,385 100.0%  
               
Vacant Space   0 0.0%        
               
Collateral Total   233,055 100.0%        
               

 

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

(2)Walgreens is a tenant at two properties and leases 14,820 square feet at the Walgreens - Panama City property under a lease that expires on May 31, 2031 and has 10 five-year renewal options and 14,490 square feet at the Walgreens - Fairfield property under a lease that expires on December 31, 2027 and has 10 five-year renewal options.

(3)Dollar General is a tenant at five properties and leases 9,493 square feet at the Dollar General - Superior property under a lease that expires on October 31, 2028 and has five five-year renewal options; 9,100 square feet at the Dollar General - Knoxville (Elm) property under a lease that expires on July 31, 2031 and has five five-year renewal options; 9,100 square feet at the Dollar General - Knoxville (Circle Oak) property under a lease that expires on April 30, 2031 and has five five-year renewal options; 9,014 square feet at the Dollar General - Walbridge property under a lease that expires on July 31, 2025 and has four five-year renewal options; and 9,026 square feet at the Dollar General - Dothan property under a lease that expires on July 31, 2031 and has five five-year renewal options.

(4)Family Dollar is a tenant at four properties and leases 9,219 square feet at the Family Dollar – Plainville property under a lease that expires on June 30, 2030; 8,532 square feet at the Family Dollar – Scott property under a lease that expires on June 30, 2031; 8,481 square feet at the Family Dollar - Lafayette (Pinhook) property under a lease that expires on March 31, 2031; and 8,320 square feet at the Family Dollar - Lafayette (Congress) property under a lease that expires on June 30, 2031. Each Family Dollar tenant has six five-year renewal options.

(5)Hobby Lobby has three five-year renewal options.

(6)CVS Pharmacy has four five-year renewal options.

(7)Sherwin Williams is a tenant at four properties and leases 7,080 square feet at the Sherwin Williams – Sherman property under a lease that expires on May 31, 2026 and has three five-year renewal options; 6,000 square feet at the Sherwin Williams - Arlington property under a lease that expires on October 31, 2026 and has four five-year renewal options; 6,000 square feet at the Sherwin Williams – Shreveport property under a lease that expires on July 31, 2026 and has three five-year renewal options; and 5,800 square feet at the Sherwin Williams - Naples property under a lease that expires on March 31, 2026 and has one five-year renewal option.

 

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

 

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EXCHANGERIGHT NET LEASED PORTFOLIO 13

 

The following table presents certain information relating to the lease rollover schedule at the ExchangeRight Properties:

 

Lease Expiration Schedule(1)

 

Year Ending
 December 31,
No. of Leases Expiring Expiring NRSF % of Total NRSF Cumulative Expiring NRSF Cumulative % of Total NRSF Annual
 U/W
Base Rent
% of Total Annual U/W Base Rent Annual
 U/W
Base Rent
 PSF
MTM  0 0 0.0%          0 0.0% $0 0.0% $0.00
2016  0 0 0.0%        0 0.0% $0 0.0% $0.00
2017  0 0 0.0%        0 0.0% $0 0.0% $0.00
2018  0 0 0.0%        0 0.0% $0 0.0% $0.00
2019  0 0 0.0%        0 0.0% $0 0.0% $0.00
2020  0 0 0.0%        0 0.0% $0 0.0% $0.00
2021  0 0 0.0%        0 0.0% $0 0.0% $0.00
2022  0 0 0.0%        0 0.0% $0 0.0% $0.00
2023  0 0 0.0%       0 0.0% $0 0.0% $0.00
2024  0 0 0.0%       0 0.0% $0 0.0% $0.00
2025  1 9,014 3.9%       9,014 3.9% $67,524 2.4% $7.49
2026  6 96,826 41.5%       105,840 45.4% $789,002 27.8% $8.15
Thereafter  13 127,215 54.6%       233,055 100.0% $1,985,859 69.9% $15.61
Vacant  0 0 0.0%       233,055 100.0% $0 0.0% $0.00
Total/Weighted Average 20 233,055 100.0%     $2,842,385 100.0% $12.20

 

(1)Information obtained from the underwritten rent roll.

 

The following table presents historical occupancy percentages at the ExchangeRight Properties:

 

Historical Occupancy

 

12/31/2012(1) 

12/31/2013(1) 

12/31/2014(1) 

12/31/2015(1) 

11/1/2016(2) 

NAV NAV NAV NAV 100.0%

 

(1)The ExchangeRight Properties were acquired by the sponsors between May 2015 and August 2016. The sellers of the ExchangeRight Properties did not provide historical occupancy information to the borrower (the buyer).
(2)Information obtained from the underwritten rent roll.

 

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

 

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EXCHANGERIGHT NET LEASED PORTFOLIO 13

 

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

 

Cash Flow Analysis(1)

 

     U/W   % of U/W Effective Gross Income   U/W $/SF
Base Rent   $2,842,385(2)   93.7%    $12.20
Grossed Up Vacant Space   0   0.0   0.00  
Total Reimbursables   263,572(3)   8.7      1.13
Other Income   5,859   0.2   0.03
Less Vacancy & Free Rent  (76,715)(4)   (2.5)    (0.33)
Effective Gross Income   $3,035,101   100.0%   $13.02
             
Total Operating Expenses   $324,274   10.7%   $1.39
             
Net Operating Income                 $ 2,710,827   89.3%   $11.63
TI/LC   87,851   2.9   0.38
Replacement Reserves   22,229   0.7   0.10
Net Cash Flow                $ 2,600,747   85.7%   $11.16
             
NOI DSCR    2.86x        
NCF DSCR    2.74x        
NOI DY   11.1%        
NCF DY   10.6%        

 

(1)Historical cash flows are unavailable as the ExchangeRight Properties were acquired by the sponsors between May 2015 and August 2016. The sellers of the ExchangeRight Properties did not provide historical operating statements to the borrower (the buyer).

(2)U/W Base Rent is based on in-place rent per leases.

(3)Total Reimbursables are underwritten based on tenant leases and discussions with the borrower. There are no reimbursements at eight of the properties as the tenants pay for the respective property expenses directly. The remaining twelve tenants reimburse either property taxes, insurance or operating expenses or some combination of the three.

(4)The underwritten economic vacancy is 5.0% at the property level except for eight properties (Advance Auto Parts – Houston, CVS Pharmacy - Gadsden, Dollar General - Dothan, Dollar General - Knoxville (Elm), Dollar General - Knoxville (Circle Oak), Dollar General - Superior, Walgreens - Fairfield, and Walgreens - Panama City), which are underwritten to a 0.0% economic occupancy. The eight properties are 100.0% occupied by investment grade tenants with at least 11 years remaining on the initial lease term. The ExchangeRight Properties are 100.0% physically occupied as of November 1, 2016.

 

Appraisal. The ExchangeRight Properties were valued individually, with the individual values reflecting a cumulative “as-is” appraised value of $45,293,000. The appraisals are dated from April 10, 2016 to August 19, 2016. Additionally, each appraisal provided a corresponding “go dark” value which equates to a cumulative “go dark” appraised value of $23,830,000 for the ExchangeRight Properties.

 

Environmental Matters. According to the Phase I environmental site assessment dated August 12, 2016, the Advance Auto Parts – Houston property has been impacted by the migration of contaminated groundwater from the adjacent, upgradiant industrial property. The Advance Auto Parts - Houston property owner has enrolled in the Innocent Owner/Operator Program (“IOP”). The IOP provides a certificate to an innocent owner or operator if the property is contaminated as a result of a release or migration of contaminants from a source or sources not located on the owners/operator’s property and the owner/operator did not cause or contribute to the source or sources of contamination. The Advance Auto Parts – Houston property owner was awarded an IOP certificate on December 21, 2015. According to the IOP certificate, the owner of the Advance Auto Parts – Houston property is not liable under the Texas Health and Safety Code or Texas Water Code for investigation, monitoring, remediation or corrective measures. No further action is recommended.

 

The Borrower. The borrower is ExchangeRight Net Leased Portfolio 13 DST, a Delaware Statutory Trust. At loan origination, the ExchangeRight Properties were conveyed and assumed from ExchangeRight Net Leased Portfolio 13, LLC to and by ExchangeRight Net Leased Portfolio 13 DST. ExchangeRight Net Leased Portfolio 13 DST has master leased the ExchangeRight Properties to a master lessee affiliated with the sponsors. The master lessee is structured as a special purpose entity. The master lessee’s interest in the master lease and all rents are assigned to the lender. The sponsors have a 100% ownership interest in the master lessee. The master lease is subordinate to the ExchangeRight Mortgage Loan. There is one independent director for the borrowing entity and one independent director for the master lessee. Legal counsel to the borrower delivered a non-consolidation opinion in connection with the origination of the ExchangeRight Mortgage Loan. David Fisher, Joshua Ungerecht and Warren Thomas are the guarantors of certain nonrecourse carveouts under the ExchangeRight Mortgage Loan. See “Description of the Mortgage Pool-Delaware Statutory Trusts” in the Preliminary Prospectus.

 

The Sponsors. The sponsors are David Fisher, Joshua Ungerecht and Warren Thomas, all of whom are managing members of ExchangeRight Real Estate, LLC (“ExchangeRight”). According to the sponsor, ExchangeRight has more than $550.0 million of assets and more than 3.2 million square feet under management. ExchangeRight has more than 195 investment-grade retail and class B/B+ multifamily properties located across 27 states. Mr. Thomas was involved in a foreclosure in 2013. See “Description of the Mortgage Pool-Loan Purpose; Default History, Bankruptcy Issues and Other Proceedings” in the Preliminary Prospectus.

 

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

 

  55 

 

 

EXCHANGERIGHT NET LEASED PORTFOLIO 13

 

Escrows. The loan documents provide for upfront reserves in the amount of $78,724 for real estate taxes, $95,243 for required repairs, and $25,857 for a Condominium Assessments Reserve. The loan documents require monthly deposits of (i) $21,553 for real estate taxes; (ii) one-twelfth of the insurance premiums that the lender estimates will be payable for the renewal of the coverage afforded by the policies upon the expiration thereof (insurance is currently being maintained under a blanket insurance policy or in certain cases the tenant self-insures); (iii) $1,440 for replacement reserves; and (iv) on each payment date an amount such that the balance in the condominium assessments reserve account will at all times equal at least the aggregate amount of the condominium assessments due from the borrower to the condominium association with respect to unit 1 at the Hobby Lobby – Franklin property for the next ensuing three month period. If an event of default has occurred and is continuing, the borrower is required to deposit $13,594 on a monthly basis into the TI/LC reserve and any sum or termination fee payable to the borrower.

 

Lockbox and Cash Management. The ExchangeRight Mortgage Loan requires a lender-controlled lockbox account, which is already in place. The borrower and property manager are required to direct all tenants to pay rents directly into such lockbox account. The loan documents also require that all rents received by the borrower or property manager be deposited into the lockbox account within one business day of receipt. During a Cash Sweep Period (as defined below), funds deposited into the lockbox account are required to be swept on a daily basis into a cash management account controlled by the lender.

 

A “Cash Sweep Period” will commence upon the occurrence of a Cash Sweep Event (as defined below) and will continue until the earlier of (i) the next occurring payment date following the related Cash Sweep Event Cure (as defined below) or (ii) payment in full of all principal and interest on the ExchangeRight Mortgage Loan and all other amounts due and payable under the loan documents or defeasance of the ExchangeRight Mortgage Loan.

 

A “Cash Sweep Event” will commence upon the occurrence of: (i) an event of default; (ii) a debt service coverage ratio less than 1.45x as of the date of determination; or (iii) a Qualified Transfer Trigger Event (as defined below).

 

A “Cash Sweep Event Cure” will occur: with respect to clause (i) of the definition of “Cash Sweep Event” above, upon the acceptance by the lender of a cure of such event of default; with respect to clause (ii) of the definition of “Cash Sweep Event” above, upon the achievement of a debt service coverage ratio greater than or equal to 1.45x for two consecutive calendar quarters; and with respect to clause (iii) of the definition of “Cash Sweep Event” above, upon the occurrence of a Qualified Transfer Trigger Event Cure (as defined below); provided, however, that any such cure is subject to the absence of a continuing event of default.

 

A “Qualified Transfer Trigger Event” will commence upon the date that is 36 months prior to the maturity date.

 

A “Qualified Transfer Trigger Event Cure” will occur upon a Qualified Transfer (as defined below), provided that the Approved Transferee (as defined below): (i) maintains a minimum net worth of at least $200.0 million and total assets of at least $400.0 million; (ii) executes and delivers to lender a full recourse guaranty guaranteeing payment of the entire amount of the ExchangeRight Mortgage Loan; (iii) owns no less than 100.0% of the legal and beneficial ownership interests in the borrower and master lessee; (iv) is not a Delaware Statutory Trust; and (v) causes the borrower to convert to a limited liability company.

 

A “Qualified Transfer” will mean, at any time following the date six months from the origination date, the transfer of all outstanding ownership interests in the borrower in one or a series of transactions to an Approved Transferee and the replacement of the guarantor as the person who controls the borrower, provided the terms and conditions set forth in the loan documents are satisfied.

 

An “Approved Transferee” will mean (i) an eligible financial institution or (ii) any person who meets the requirements as set in the loan documents, is regularly engaged in the business of owning or operating commercial properties, owns interests in or operates at least five properties with a minimum of 750,000 square feet and has total assets of at least $100.0 million.

 

Property Management. The ExchangeRight Properties are managed by an affiliate of the borrower.

 

Assumption. The borrower is permitted to transfer the ExchangeRight Properties, provided that certain conditions are satisfied, including: (i) no event of default has occurred and is continuing; (ii) the lender has reasonably determined that the proposed transferee and guarantor satisfy the lender’s credit review and underwriting standards, taking into consideration transferee experience, financial strength and general business standing; (iii) the delivery of a REMIC opinion, an insolvency opinion and other opinions required by the lender; and (iv) the lender has received confirmation from Fitch, Moody’s and Morningstar that such assumption will not result in a downgrade, withdrawal or qualification of the respective ratings assigned to the Series 2016-C36 Certificates. If such transfer is a permitted transfer as set forth in the loan documents, the borrower is not required to receive lender consent and fulfill the aforementioned provisions.

 

Right of First Refusal. The sole tenants at the Walgreens – Panama City and the Walgreens – Fairfield properties each have a right of first refusal (“ROFR”) with respect to offers to purchase their respective properties. Walgreens, the tenant at both properties, agreed in a subordination, nondisturbance and attornment agreement that such ROFR is waived in the event of foreclosure or deed in lieu. The sole tenants at the Family Dollar – Plainville, Family Dollar - Lafayette (Pinhook), Family Dollar - Lafayette (Congress) and the Family Dollar - Scott properties, each have a ROFR with respect to offers to purchase their respective properties. However, the ROFR does not apply to a foreclosure sale, deed in lieu of foreclosure or similar conveyance resulting from the lender exercising its remedies under the ExchangeRight Mortgage Loan.

 

Partial Release. Not permitted.

 

Real Estate Substitution. Not permitted.

 

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

 

  56 

 

 

EXCHANGERIGHT NET LEASED PORTFOLIO 13

 

Subordinate and Mezzanine Indebtedness. Not permitted.

 

Ground Lease. None.

 

Terrorism Insurance. The loan documents require that the “all risk” insurance policy required to be maintained by the borrower provide coverage for terrorism in an amount equal to 100% of the full replacement cost of the ExchangeRight Properties. The loan documents also require business interruption insurance covering no less than the 12-month period following the occurrence of a casualty event, together with a three-month extended period of indemnity.

 

Windstorm Insurance: The loan documents require windstorm insurance covering the full replacement cost of the ExchangeRight Properties during the loan term. At the time of closing, the ExchangeRight Properties have windstorm insurance coverage.

 

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

 

 

No. 10 – Sheraton Towson Baltimore North
   
Loan Information   Property Information
Mortgage Loan Seller: Barclays Bank PLC   Single Asset/Portfolio: Single Asset
Credit Assessment
(Fitch/Moody’s/Morningstar):
NR/NR/NR   Property Type: Hospitality
Original Principal Balance: $22,000,000   Specific Property Type: Full Service
Cut-off Date Principal Balance: $21,949,866   Location: Towson, MD
% of Initial Pool Balance: 2.6%   Size: 283 Rooms
Loan Purpose: Refinance   Cut-off Date Balance Per Room: $77,561
Borrower Name: SBN Partners, L.P.   Year Built/Renovated: 1987/2015
Sponsor: Kenneth K. Kochenour; Ira Lubert   Title Vesting: Fee
Mortgage Rate: 4.980%   Property Manager: Self-managed
Note Date: August 10, 2016   4th Most Recent Occupancy (As of)(2): 70.4% (12/31/2012)
Anticipated Repayment Date: NAP   3rd Most Recent Occupancy (As of)(2): 65.7% (12/31/2013)
Maturity Date: September 6, 2026   2nd Most Recent Occupancy (As of)(2): 69.2% (12/31/2014)
IO Period: None   Most Recent Occupancy (As of)(2): 65.7% (12/31/2015)
Loan Term (Original): 120 months   Current Occupancy (As of): 67.1% (7/31/2016)
Seasoning: 2 months    
Amortization Term (Original): 360 months   Underwriting and Financial Information:
Loan Amortization Type: Amortizing Balloon      
Interest Accrual Method: Actual/360   4th Most Recent NOI (As of): $1,893,837 (12/31/2013)
Call Protection: L(26),D(90),O(4)   3rd Most Recent NOI (As of): $1,825,379 (12/31/2014)
Lockbox Type: Hard/Springing Cash Management   2nd Most Recent NOI (As of)(3): $1,955,056 (12/31/2015)
Additional Debt: None   Most Recent NOI (As of)(3): $2,538,852 (TTM 7/31/2016)
Additional Debt Type: NAP      
      U/W Revenues: $12,727,882
      U/W Expenses: $10,002,061
      U/W NOI: $2,725,820
      U/W NCF: $2,216,705
          U/W NOI DSCR: 1.93x
Escrows and Reserves(1):         U/W NCF DSCR: 1.57x
          U/W NOI Debt Yield: 12.4%
Type: Initial Monthly Cap (If Any)   U/W NCF Debt Yield: 10.1%
Taxes $0 $29,117 NAP   Appraised Value: $35,000,000
Insurance $0 Springing NAP   Appraisal Valuation Date: July 5, 2016
FF&E Reserves $0 $42,426 NAP   Cut-Off Date LTV Ratio: 62.7%
Immediate Repairs $25,375 $0 NAP   LTV Ratio at Maturity or ARD: 51.6%
             
               

(1)See “Escrows” section.

(2)The occupancy decrease from 2012 to 2013 is attributable to three competitive hotels that came back online after being de-flagged by their respective brands; however, the Sheraton Towson Baltimore North Property was able to recapture some market share in 2014. The occupancy decrease from 2014 to 2015 is attributable to guest room renovations, which took some guest rooms offline.

(3)See “Cash Flows” section.

 

The Mortgage Loan. The mortgage loan (the “Sheraton Towson Baltimore North Mortgage Loan”) is evidenced by a single promissory note that is secured by a first mortgage encumbering the borrower’s fee interest in a full service hotel property located in Towson, Maryland (the “Sheraton Towson Baltimore North Property”). The Sheraton Towson Baltimore North Mortgage Loan was originated on August 10, 2016 by Barclays Bank, PLC. The Sheraton Towson Baltimore North Mortgage Loan had an original principal balance of $22,000,000, has an outstanding principal balance as of the Cut-off Date of $21,949,866 and accrues interest at an interest rate of 4.980% per annum. The Sheraton Towson Baltimore North Mortgage Loan had an initial term of 120 months, has a remaining term of 118 months as of the Cut-off Date and requires payments of principal and interest based on a 30-year amortization schedule. The Sheraton Towson Baltimore North Mortgage Loan matures on September 6, 2026.

 

Following the lockout period, the borrower has the right to defease the Sheraton Towson Baltimore North Mortgage Loan in whole, but not in part, on any date before June 6, 2026. In addition, the Sheraton Towson Baltimore North Mortgage Loan is prepayable without penalty on or after June 6, 2026.

 

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

 

Sources and Uses

  

Sources         Uses      
Original loan amount $22,000,000   100.0%   Loan payoff(1) $17,794,599   80.9%
          Reserves 25,375   0.1   
          Closing costs 299,197   1.4   
          Return of Equity 3,880,829   17.6   
Total Sources $22,000,000   100.0%   Total Uses $22,000,000   100.0%

 

(1)The Sheraton Towson Baltimore North Property was previously securitized in the WBCMT 2006-C27 transaction.

 

The Property. The Sheraton Towson Baltimore North Property is a 283-room, 12-story, full service hotel located in Towson, Maryland, north of downtown Towson and approximately 14 miles north of downtown Baltimore. Additionally, the hotel is located near Goucher College and one mile away from Towson University. The Sheraton Towson Baltimore North Property is directly connected to the Towson Town Center, , via a skywalk. The Sheraton Towson Baltimore North Property is situated on a 2.04-acre site and was originally built in 1987, with the most recent renovations completed in 2015.

 

Amenities at the Sheraton Towson Baltimore North Property include a restaurant (Rain 903), indoor heated pool, fitness center, Club Lounge for preferred Starwood guests, complimentary shuttle service and 18,574 square feet of meeting and event space. The meeting space at the Sheraton Towson Baltimore North Property is accessible through a separate entrance bypassing the hotel lobby. The Sheraton Towson Baltimore North Property is located within the Delaney Center, a mixed-use development comprised of the Sheraton Towson Baltimore North Property, two office buildings and a five-story parking garage. The Sheraton Towson Baltimore North Property has access to 400 parking spaces in the five-story parking garage through a declaration of easements, covenants and restrictions agreement. The parking garage is not owned by the sponsors; however, the Sheraton Towson Baltimore North Property is required to reimburse the parking garage owner for 25.0% of the operating expenses incurred by the parking operator. The Sheraton Towson Baltimore North Property is entitled to the parking income associated with the 400 parking spaces.

 

The guestroom mix at the Sheraton Towson Baltimore North Property includes 158 king rooms, 124 double queen rooms and one presidential suite. Guestrooms at the hotel are located on the 3rd floor through the 12th floor. Each guestroom features a flat screen television, workspace with ergonomic desk chair, mini-refrigerator, coffee maker and a Sheraton Signature Sleep Experience bed.

 

The sponsors have owned the Sheraton Towson Baltimore North Property since 1992 and have informed the lender that they have invested approximately $7.5 million ($26,349 per room) since 2011 in various renovations to common areas, guest rooms and guest amenities. In conjunction with renewing the franchise agreement, the sponsors completed a Performance Improvement Plan (“PIP”) from 2013 to 2015, spending approximately $5.7 million ($20,067 per room), of which the sponsors estimated $4.7 million was related to the Starwood PIP requirements. The recent PIP involved renovations to the lobby, pre-function areas, meeting and banquet space, the restaurant/bar area and a complete soft-good and case-good upgrade of the guestrooms and corridors. The franchise agreement with Starwood Hotels & Resorts expires in November 2032.

 

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

 

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 Sheraton Towson Baltimore North Property:

 

Cash Flow Analysis

 

    2013   2014   2015   TTM 7/31/2016   U/W   % of
U/W
Total
Revenue
  U/W $
per
Room
 
Occupancy(1)   65.7%   69.2%   65.7%   67.1%   67.1%          
ADR   $119.49   $121.07   $126.94   $125.45   $125.45          
RevPAR   $80.53   $83.77   $83.38   $84.20   $84.20          
                               
Room Revenue   $8,118,559   $8,660,074   $8,589,548   $8,673,129   $8,673,129   68.1%   $30,647  
F&B Revenue   3,360,991   3,586,993   3,335,681   3,656,571   3,656,571   28.7   12,921  
Other Revenue(2)  

334,735

 

326,134

 

377,921

 

410,687

 

398,182

 

3.1

 

1,407

 
Total Revenue   $11,814,285   $12,573,201   $12,303,150   $12,740,387   $12,727,882   100.0%   $44,975  
                               
Total Department Expenses  

4,327,674

 

4,758,708

 

4,591,537

 

4,684,753

 

4,684,514

 

36.8

 

16,553

 
Gross Operating Profit   $7,486,611   $7,814,493   $7,711,613   $8,055,634   $8,043,368   63.2%   $28,422  
                               
Total Undistributed Expenses  

4,840,058

 

5,201,097

 

4,979,157

 

4,764,716

 

4,531,109

 

35.6

 

16,011

 
Profit Before Fixed Charges   $2,646,553   $2,613,396   $2,732,456   $3,290,918   $3,512,259   27.6%   $12,411  
                               
Total Fixed Charges  

752,716

 

788,017

 

777,400

 

752,066

 

786,438

 

6.2

 

2,779

 
Net Operating Income   $1,893,837   $1,825,379   $1,955,056(3)   $2,538,852(3)(4)   $2,725,820(4)   21.4%   $9,632  
FF&E  

0

 

0

 

0

 

0

 

509,115

 

4.0

 

1,799

 
Net Cash Flow   $1,893,837   $1,825,379   $1,955,056   $2,538,852   $2,216,705   17.4%   $7,833  
                               
NOI DSCR   1.34x   1.29x   1.38x   1.80x   1.93x          
NCF DSCR   1.34x   1.29x   1.38x   1.80x   1.57x          
NOI DY   8.6%   8.3%   8.9%   11.6%   12.4%          
NCF DY   8.6%   8.3%   8.9%   11.6%   10.1%          

 

(1)The occupancy decrease from 2014 to 2015 is attributable to guest room renovations, which took some guest rooms offline.

(2)Other Revenue includes telephone revenue, parking revenue, rental income, guest laundry, cancellation fees and miscellaneous other income.

(3)The increase in TTM 7/31/2016 Net Operating Income from 2015 Net Operating Income is due to the completion of the hotel renovations.

(4)The increase in U/W Net Operating Income from TTM 7/31/2016 Net Operating Income is primarily due to a negotiated decrease in the management fee from 5.0% to 3.0%.

 

Appraisal. As of the appraisal valuation date of July 5, 2016, the Sheraton Towson Baltimore North Property had an “as-is” appraised value of $35,000,000.

 

Environmental Matters. According to the Phase I environmental assessment dated July 13, 2016, there was no evidence of any recognized environmental conditions at the Sheraton Towson Baltimore North Property.

 

Market Overview and Competition. The Sheraton Towson Baltimore North Property is located in Towson, Maryland, approximately 14 miles north of downtown Baltimore, which is Maryland’s largest metropolitan area. Towson, along with Parkville, Overlea and Riverwood make up the “Baltimore Beltway” communities along Interstate 695, a major beltway looping around the greater Baltimore area. Interstate 695 provides access to Interstate 95, which connects the Sheraton Towson Baltimore North Property to Baltimore and Washington, D.C. in the south and Philadelphia to the north. The Sheraton Towson Baltimore North Property is also serviced by the Baltimore/Washington International Thurgood Marshall Airport

 

The Sheraton Towson Baltimore North Property is located within a market with employers in the government, healthcare and education sectors. Major employers in the market include the Social Security Administration, T. Rowe Price, the Greater Baltimore Medical Center, Towson University and Franklin Square Hospital. The Towson/Timonium submarket within which the Sheraton Towson Baltimore North Property is located has 10.4 million square feet of office space generating commercial demand. The Sheraton Towson Baltimore North Property is connected to the Towson Town Center, a GGP-operated mall and one of Maryland’s largest malls, via a skywalk. The Sheraton Towson Baltimore North Property is located proximate to Goucher College, with an enrollment of 2,680 undergraduate and graduate students and one mile north of Towson University, with an enrollment of 22,284 undergraduate and graduate students.

 

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

 

The following table presents certain information relating to the Sheraton Towson Baltimore North Property’s competitive set.

 

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

  

            
  

Competitive Set 

 

Sheraton Towson BaltimoreNorth

 

Penetration Factor 

 

Year

 

Occupancy

 

ADR

 

RevPAR

 

Occupancy

 

ADR

 

RevPAR 

 

Occupancy 

 

ADR 

 

RevPAR 

 
TTM 7/31/2016  59.2%  $121.36  $71.88  67.1%  $125.45  $84.20  113.3%  103.4%  117.1%  
TTM 7/31/2015  57.3%  $118.71  $68.06  66.6%  $125.91  $83.81  116.1%  106.1%  123.1%  
TTM 7/31/2014  54.6%  $115.24  $62.89  67.3%  $118.69  $79.91  123.4%  103.0%  127.1%  

 

(1)Information obtained from third party hospitality report dated July 31, 2016. The competitive set includes the following hotels: Wyndham Baltimore Hunt Valley Inn, Embassy Suites Baltimore North Hunt Valley, DoubleTree Baltimore North Pikesville, Radisson Hotel @ Cross Keys Baltimore and Marriott Conference Center Towson University Hotel.

  

The Borrower. The borrower is SBN Partners, L.P., a Pennsylvania limited partnership and a single purpose entity with one independent director. Legal counsel to the borrower delivered a non-consolidation opinion in connection with the origination of the Sheraton Towson Baltimore North Mortgage Loan. Kenneth K. Kochenour is the guarantor of certain nonrecourse carveouts under the Sheraton Towson Baltimore North Mortgage Loan.

 

The Sponsor. The sponsors are Kenneth K. Kochenour, founder and CEO of GF Management, a hospitality ownership and management company based in Philadelphia, Pennsylvania and Ira Lubert, co-founder of Independence Capital Partners. GF Management specializes in owning and managing hotels, resorts, golf resorts and other related hospitality assets. Since GF Management was founded in 1988, the company has have managed more than 500 hotels across 45 states. Independence Capital Partners is comprised of seven fund families across various asset classes

 

Escrows. The loan documents provided for upfront escrows in the amount of $25,375 for immediate repairs in order to bring the Sheraton Towson Baltimore North Property into ADA compliance.

 

The loan documents also provide for monthly escrows in an amount equal to (i) $29,117 for real estate taxes and (ii) $42,426 for FF&E reserves. The Sheraton Towson Baltimore North Mortgage Loan documents do not require monthly escrows for insurance provided (a) a Trigger Period (as defined below) has not occurred and is continuing; (b) the Sheraton Towson Baltimore North Property is insured via an acceptable blanket insurance policy that meets the requirements as set forth in the loan documents; and (c) the borrower provides the lender with evidence of renewal of the policies and timely proof of payment of the insurance premiums when due.

 

Lockbox and Cash Management. The Sheraton Towson Baltimore North Mortgage Loan requires the borrower to establish a lender-controlled lockbox account, which is already in place, and to direct all tenants to pay their rents and all credit card companies under merchant agreements to pay receipts directly into such lockbox account. Prior to a Trigger Period (as defined below), all funds on deposit in the lockbox account are disbursed to the borrower. During the occurrence and continuance of a Trigger Period, funds in the lockbox account are transferred daily into the cash management account, where they are applied in accordance with the loan documents.

 

A “Trigger Period” will commence upon the earlier of (i) the occurrence of an event of default; or (ii) the debt service coverage ratio being less than 1.30x on the last day of the calendar quarter. A Trigger Period will expire, with regard to clause (i), upon the cure of such event of default; and with regard to clause (ii), the debt service coverage ratio being equal to or greater than 1.35x for a calendar quarter.

 

Property Management. The Sheraton Towson Baltimore North Property is managed by an affiliate of the borrower.

 

Assumption. The borrower has the right to transfer the Sheraton Towson Baltimore North Property, provided that certain conditions are satisfied, including (i) no event of default has occurred and is continuing; (ii) the identity, experience, financial condition and credit worthiness of transferee and guarantor, as evidenced by financial statement(s) and other information, is satisfactory to the lender; and (iii) rating agency confirmation from Fitch, Morningstar and Moody’s that the transfer will not result in a downgrade, withdrawal or qualification of the respective ratings assigned to the Series 2016-C36 Certificates.

 

Partial Release. Not permitted.

 

Real Estate Substitution. Not permitted.

 

Subordinate and Mezzanine Indebtedness. Not permitted.

 

Ground Lease. None.

 

Terrorism Insurance. The Sheraton Towson Baltimore North Mortgage Loan documents require that an “all risk” insurance policy be maintained by the borrower to provide coverage for terrorism equal to the full replacement cost of the Sheraton Towson Baltimore North Property, as well as business interruption insurance covering no less than the 12-month period following the occurrence of a casualty event, together with a six-month extended period of indemnity.

 

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

 

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Wells Fargo Commercial Mortgage Trust 2016-C36 Transaction Contact Information

 

I.       Transaction Contact Information

 

Questions regarding this Structural and Collateral Term Sheet may be directed to any of the following individuals:

 

Wells Fargo Securities, LLC  
   
Brigid Mattingly Tel. (312) 269-3062
   
A.J. Sfarra Tel. (212) 214-5613
   
Alex Wong Tel. (212) 214-5615