FWP 1 n1130_ts-x5.htm FREE WRITING PROSPECTUS

 

    FREE WRITING PROSPECTUS
    FILED PURSUANT TO RULE 433
    REGISTRATION FILE NO.: 333-206677-21
     

 

(WELL FARGO LOGO)    (BARCLAYS LOGO) 

  

Free Writing Prospectus

Structural and Collateral Term Sheet

 

$744,811,779

(Approximate Initial Pool Balance)

 

$612,049,000

(Approximate Aggregate Certificate Balance of Offered Certificates)

 

Wells Fargo Commercial Mortgage Trust 2017-C42 

as Issuing Entity

 

Wells Fargo Commercial Mortgage Securities, Inc. 

as Depositor

 

Barclays Bank PLC 

Starwood Mortgage Funding II LLC 

Wells Fargo Bank, National Association 

Rialto Mortgage Finance, LLC

 as Sponsors and Mortgage Loan Sellers

 

 

 

Commercial Mortgage Pass-Through Certificates
Series 2017-C42

 

 

 

December 6, 2017

 

WELLS FARGO SECURITIES 

 

Co-Lead Manager and  

Joint Bookrunner

 

BARCLAYS 

 

Co-Lead Manager and  

Joint Bookrunner 

     
 

Academy Securities 

Co-Manager

 

 

 

 

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herein is preliminary as of the date hereof, supersedes any such information previously delivered to you and will be superseded by any such information subsequently delivered and ultimately by the final prospectus relating to the securities.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.

 

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

 

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

 

The attached information contains certain tables and other statistical analyses (the “Computational Materials”) which have been prepared in reliance upon information furnished by the Mortgage Loan Sellers. Numerous assumptions were used in preparing the Computational Materials, which may or may not be reflected herein. As such, no assurance can be given as to the Computational Materials’ accuracy, appropriateness or completeness in any particular context; or as to whether the Computational Materials and/or the assumptions upon which they are based reflect present market conditions or future market performance. The Computational Materials should not be construed as either projections or predictions or as legal, tax, financial or accounting advice. You should consult your own counsel, accountant and other advisors as to the legal, tax, business, financial and related aspects of a purchase of these securities. Any weighted average lives, yields and principal payment periods shown in the Computational Materials are based on prepayment and/or loss assumptions, and changes in such prepayment and/or loss assumptions may dramatically affect such weighted average lives, yields and principal payment periods. In addition, it is possible that prepayments or losses on the underlying assets will occur at rates higher or lower than the rates shown in the attached Computational Materials. The specific characteristics of the securities may differ from those shown in the Computational Materials due to differences between the final underlying assets and the preliminary underlying assets used in preparing the Computational Materials. The principal amount and designation of any security described in the Computational Materials are subject to change prior to issuance. None of Wells Fargo Securities, LLC, Barclays Capital Inc., Academy Securities, Inc., or any of their respective affiliates, make any representation or warranty as to the actual rate or timing of payments or losses on any of the underlying assets or the payments or yield on the securities. The information in this presentation is based upon management forecasts and reflects prevailing conditions and management’s views as of this date, all of which are subject to change. In preparing this presentation, we have relied upon and assumed, without independent verification, the accuracy and completeness of all information available from public sources or which was provided to us by or on behalf of the Mortgage Loan Sellers or which was otherwise reviewed by us.

 

This 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. 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.

 

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.

 

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

 

 

Wells Fargo Commercial Mortgage Trust 2017-C42 Certificate Structure

 

I.         Certificate Structure

 

  Class Expected Ratings
(Fitch/KBRA/Moody’s)(1)
Approximate Initial
Certificate Balance or
Notional Amount(2)

Approx.
Initial Credit
Support(3)

Pass-Through
Rate Description
Weighted
Average Life (Years)(4)
Expected
Principal
Window(4)
Certificate
Principal to
Value Ratio(6)
Certificate
Principal
U/W NOI
Debt Yield(7)
  Offered Certificates        
  A-1(5) AAAsf/AAA(sf)/Aaa(sf) $13,377,000 30.000% (8) 2.75 01/18 – 11/22 41.7% 16.2%
  A-2(5) AAAsf/AAA(sf)/Aaa(sf) $12,320,000 30.000% (8) 4.93 11/22 – 12/22 41.7% 16.2%
  A-SB(5) AAAsf/AAA(sf)/Aaa(sf) $27,697,000 30.000% (8) 7.04 12/22 – 12/26 41.7% 16.2%
  A-3(5) AAAsf/AAA(sf)/Aaa(sf) $205,000,000 30.000% (8) 9.83 12/26 – 11/27 41.7% 16.2%
  A-4(5) AAAsf/AAA(sf)/Aaa(sf) $229,780,000 30.000% (8) 9.95 11/27 – 12/27 41.7% 16.2%
  A-BP(5) AAAsf/AAA(sf)/Aaa(sf) $7,125,000 30.000% (8) 9.82 10/27 – 10/27 41.7% 16.2%
  X-A AAAsf/AAA(sf)/Aaa(sf) $488,174,000(9) N/A Variable(10) N/A N/A N/A N/A
  X-BP AAAsf/AAA(sf)/Aaa(sf) $7,125,000(11) N/A Variable(12) N/A N/A N/A N/A
  X-B A-sf/AAA(sf)/NR $116,750,000(13) N/A Variable(14) N/A N/A N/A N/A
  A-S AAAsf/AAA(sf)/Aa3(sf) $40,686,000 24.250% (8) 9.98 12/27 - 12/27 45.1% 15.0%
  B AA-sf/AA(sf)/NR $39,801,000 18.625% (8) 9.98 12/27 - 12/27 48.5% 14.0%
  C A-sf/A-(sf)/NR $36,263,000 13.500% (8) 9.98 12/27 - 12/27 51.5% 13.1%
  Non-Offered Certificates            
  X-D BBB-sf/BBB-(sf)/NR $40,685,000(15) N/A Variable(16) N/A N/A N/A N/A
  X-E BB-sf/NR/NR $20,343,000(17) N/A Variable(18) N/A N/A N/A N/A
  X-F B-sf/NR/NR $7,960,000(19) N/A Variable(20) N/A N/A N/A N/A
  D BBB-sf/BBB-(sf)/NR $40,685,000 7.750% (8) 9.98 12/27 – 12/27 54.9% 12.3%
  E BB-sf/NR/NR $20,343,000 4.875% (8) 9.98 12/27 – 12/27 56.6% 11.9%
  F B-sf/NR/NR $7,960,000 3.750% (8) 9.98 12/27 – 12/27 57.3% 11.8%
  G NR/NR/NR $26,534,190 0.00% (8) 9.98 12/27 – 12/27 59.5% 11.4%
  Non-Offered Eligible Vertical Interest            
  RR Interest NR/NR/NR $37,240,588.98 N/A WAC(21) 9.58 01/18 – 12/27 N/A N/A

 

Notes:

(1) The expected ratings presented are those of Fitch Ratings, Inc. (“Fitch”), Kroll Bond Rating Agency, Inc. (“KBRA”) and Moody’s Investors Service, Inc. (“Moody’s”),  which the depositor hired to rate the Offered Certificates.  One or more other nationally recognized statistical rating organizations that were not hired by the depositor may use information they receive pursuant to Rule 17g-5 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise, to rate or provide market reports and/or published commentary related to the Offered Certificates.  We cannot assure you as to what ratings a non-hired nationally recognized statistical rating organization would assign or that its reports will not express differing, possibly negative, views of the mortgage loans and/or the Offered Certificates.  The ratings of each class of Offered Certificates address the likelihood of the timely distribution of interest and, except in the case of the Class X-A, X-BP and X-B Certificates, the ultimate distribution of principal due on those classes on or before the Rated Final Distribution Date.  See “Risk Factors—Other Risks Relating to the Certificates—Nationally Recognized Statistical Rating Organizations May Assign Different Ratings to the Certificates; Ratings of the Certificates Reflect Only the Views of the Applicable Rating Agencies as of the Dates Such Ratings Were Issued; Ratings May Affect ERISA Eligibility; Ratings May Be Downgraded” and “Ratings” in the Preliminary Prospectus, expected to be dated December 6, 2017 (the “Preliminary Prospectus”). Fitch, KBRA and Moody’s have informed us that the “sf” designation in their ratings represents an identifier for structured finance product ratings.
   
(2) The certificate balances and notional amounts set forth in the table are approximate.  The actual initial certificate balances and notional amounts may be larger or smaller depending on the initial pool balance of the mortgage loans definitively included in the pool of mortgage loans, which aggregate cut-off date balance may be as much as 5% larger or smaller than the amount presented in the Preliminary Prospectus.  In addition, the notional amounts of the Class X-A, Class X-BP, Class X-B, Class X-D, Class X-E and Class X-F certificates may vary depending upon the final pricing of the classes of principal balance certificates whose certificate balances comprise such notional amounts, and if as a result of such pricing the pass-through rate of any class of Class X-A, Class X-BP, Class X-B, Class X-D, Class X-E and Class X-F certificates, as applicable, would be equal to zero at all times, such class of certificates will not be issued on the closing date of this securitization.
   
(3) The approximate initial credit support with respect to the Class A-1, A-2, A-SB, A-3, A-4 and A-BP Certificates represents the approximate credit enhancement for the Class A-1, A-2, A-SB, A-3, A-4 and A-BP Certificates in the aggregate. The RR Interest only provides credit support to the limited extent that losses incurred on the underlying mortgage loans are allocated to it, on the one hand, and to the Offered Certificates and the Non-Offered Certificates, on the other hand, pro rata, in accordance with their respective Percentage Allocation Entitlements.
   
(4) Weighted Average Lives and Expected Principal Windows are calculated based on an assumed prepayment rate of 0% CPR and the “Structuring Assumptions” described under “Yield and Maturity Considerations—Weighted Average Life” 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.

 

3

 

 

Wells Fargo Commercial Mortgage Trust 2017-C42 Certificate Structure

 

(5)

For purposes of making distributions to the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4 and Class A-BP certificates, the pool of mortgage loans will be deemed to consist of two distinct asset groups: asset group 1 and asset group 2. Asset group 1 will consist of (i) all of the mortgage loans other than the Bass Pro & Cabela’s Portfolio mortgage loan, and (ii) note A-2(B)(1) of the Bass Pro & Cabela’s Portfolio mortgage loan, which represents the call protected portion of the Bass Pro & Cabela’s mortgage loan in the amount of $27,470,000 as of the cut-off date (collectively, the “Group 1 Assets”). Asset group 2 will consist of note A-2(A) of the Bass Pro & Cabela’s Portfolio mortgage loan (the “BP Freely Prepayable Note”), which represents the freely prepayable portion of the Bass Pro & Cabela’s Portfolio mortgage loan in the amount of $7,500,000 as of the cut-off date.

 

On any distribution date, so long as funds available for distribution on the non-retained certificates are sufficient to make distributions of all interest on such distribution date to the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class A-BP, Class X-A, Class X-BP, Class X-B, Class X-D, Class X-E and Class X-F certificates, interest distributions on the Class A-1, Class A-2, Class A-SB, Class A-3 and Class A-4 certificates will be based upon amounts available for distribution on the non-retained certificates that relate to the Group 1 Assets and interest distributions on the Class A-BP certificates will be based upon amounts available for distribution on the retained certificates that relate to the BP Freely Prepayable Note. In addition, generally, (i) the Class A-1, Class A-2, Class A-SB, Class A-3 and Class A-4 certificates will be entitled to receive the non-retained percentage of distributions of principal collected or advanced in respect of the Group 1 Assets, and after the certificate balance of the Class A-BP certificates has been reduced to zero, from the non-retained percentage of distributions of principal collected or advanced in respect of the BP Freely Prepayable Note and (ii) the Class A-BP certificates will be entitled to receive the non-retained percentage of distributions of principal collected or advanced in respect of the BP Freely Prepayable Note and after the certificate balances of the Class A-1, Class A-2, Class A-SB, Class A-3 and Class A-4 certificates have been reduced to zero, from the non-retained percentage of distributions of principal collected or advanced in respect of the Group 1 Assets. However, on and after any distribution date on which the certificate balances of the Class A-S through Class G certificates have been reduced to zero, the non-retained percentage of distributions of principal collected or advanced in respect of the pool of mortgage loans will be distributed, pro rata, to the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4 and Class A-BP certificates.

   
(6) The Certificate Principal to Value Ratio for each Class of Certificates (other than the Class A-1, A-2, A-SB, A-3, A-4 and A-BP Certificates) is calculated as the product of (a) the weighted average Cut-off Date LTV Ratio for the mortgage loans and (b) a fraction, the numerator of which is the total initial Certificate Balance of such Class of Certificates and all Classes of Principal Balance Certificates senior to such Class of Certificates and the denominator of which is the total initial Certificate Balance of all of the Principal Balance Certificates (other than the RR Interest). The Certificate Principal to Value Ratio for each of the Class A-1, A-2, A-SB, A-3, A-4 and A-BP Certificates is calculated in the aggregate for those Classes as if they were a single Class and is calculated as the product of (a) the weighted average Cut-off Date LTV Ratio for the mortgage loans and (b) a fraction, the numerator of which is the total initial aggregate Certificate Balances of such Classes of Certificates and the denominator of which is the total initial Certificate Balance of all of the Principal Balance Certificates (other than the RR Interest).  In any event, however, excess mortgaged property value associated with a mortgage loan will not be available to offset losses on any other mortgage loan.
   
(7) The Certificate Principal U/W NOI Debt Yield for each Class of Certificates (other than the Class A-1, A-2, A-SB, A-3, A-4 and A-BP Certificates) is calculated as the product of (a) the weighted average U/W NOI Debt Yield for the mortgage loans and (b) a fraction, the numerator of which is the total initial Certificate Balance of all of the Classes of Principal Balance Certificates (other than the RR Interest) and the denominator of which is the total initial Certificate Balance for such Class of Certificates and all Classes of Principal Balance Certificates senior to such Class of Certificates.  The Certificate Principal U/W NOI Debt Yield for each of the Class A-1, A-2, A-SB, A-3,  A-4 and A-BP Certificates is calculated in the aggregate for those Classes as if they were a single Class and is calculated as the product of (a) the weighted average U/W NOI Debt Yield for the mortgage loans and (b) a fraction, the numerator of which is the total initial Certificate Balance of all of the Classes of Principal Balance Certificates (other than the RR Interest) and the denominator of which is the total aggregate initial Certificate Balances for the Class A-1, A-2, A-SB, A-3, A-4 and A-BP Certificates. In any event, however, cash flow from each mortgaged property supports only the related mortgage loan and will not be available to support any other mortgage loan.
   
(8) The pass-through rates for the Class A-1, A-2, A-SB, A-3, A-4, A-BP, A-S, B, C, D, E, F and G Certificates in each case will be one of the following: (i) a fixed rate per annum, (ii) a variable rate per annum equal to the weighted average of the net mortgage interest rates on the mortgage loans for the related distribution date, (iii) a variable rate per annum equal to the lesser of (a) a fixed rate and (b) the weighted average of the net mortgage interest rates on the mortgage loans for the related distribution date or (iv) a variable rate per annum equal to the weighted average of the net mortgage interest rates on the mortgage loans for the related distribution date minus a specified percentage. For purposes of the calculation of the weighted average of the net mortgage interest rates on the mortgage loans for each distribution date, the mortgage interest rates will be adjusted as necessary to a 30/360 basis.
   
(9) The Class X-A Certificates are notional amount certificates. The Notional Amount of the Class X-A Certificates will be equal to the aggregate Certificate Balance of the Class A-1, A-2, A-SB, A-3 and A-4 Certificates outstanding from time to time. The Class X-A Certificates will not be entitled to distributions of principal.
   
(10) The pass-through rate for the Class X-A Certificates for any distribution date will be a per annum rate equal to the excess, if any, of (a) the weighted average of the net mortgage interest rates on the mortgage loans for the related distribution date, over (b) the weighted average of the pass-through rates on the Class A-1, A-2, A-SB, A-3 and A-4 Certificates for the related distribution date, weighted on the basis of their respective Certificate Balances outstanding immediately prior to that distribution date. For purposes of the calculation of the weighted average of the net mortgage interest rates on the mortgage loans for each distribution date, the mortgage interest rates will be adjusted as necessary to a 30/360 basis.
   
(11) The Class X-BP Certificates are notional amount certificates. The Notional Amount of the Class X-BP Certificates will be equal to the Certificate Balance of the Class A-BP Certificates outstanding from time to time. The Class X-BP Certificates will not be entitled to distributions of principal.
   
(12) The pass-through rate for the Class X-BP Certificates for any distribution date will be a per annum rate equal to the excess, if any, of (a) the weighted average of the net mortgage interest rates on the mortgage loans for the related distribution date, over (b) the pass-through rate on the Class A-BP Certificates for the related distribution date. For purposes of the calculation of the weighted average of the net mortgage interest rates on the mortgage loans for each distribution date, the mortgage interest rates will be adjusted as necessary to a 30/360 basis.
   
(13) The Class X-B Certificates are notional amount certificates. The Notional Amount of the Class X-B Certificates will be equal to the aggregate Certificate Balance of the Class A-S, B and C Certificates outstanding from time to time.  The Class X-B Certificates will not be entitled to distributions of principal.
   
(14) The pass-through rate for the Class X-B Certificates for any distribution date will be a per annum rate equal to the excess, if any, of (a) the weighted average of the net mortgage interest rates on the mortgage loans for the related distribution date, over (b) the weighted average of the pass-through rates on the Class A-S, B and C Certificates for the related distribution date, weighted on the basis of their respective Certificate Balances outstanding immediately prior to that distribution date. For purposes of the calculation of the weighted average of the net mortgage interest rates on the mortgage loans for each distribution date, the mortgage interest rates will be adjusted as necessary to a 30/360 basis.
   
(15) The Class X-D Certificates are notional amount certificates. The Notional Amount of the Class X-D Certificates will be equal to the Certificate Balance of the Class D Certificates outstanding from time to time. The Class X-D Certificates will not be entitled to distributions of principal.
   
(16) The pass-through rate for the Class X-D Certificates for any distribution date will be a per annum rate equal to the excess, if any, of (a) the weighted average of the net mortgage interest rates on the mortgage loans for the related distribution date, over (b) the pass-through rate on the Class D Certificates for the related distribution date. For purposes of the calculation of the weighted average of the net mortgage interest rates on the mortgage loans for each distribution date, the mortgage interest rates will be adjusted as necessary to a 30/360 basis.
   
(17) The Class X-E Certificates are notional amount certificates. The Notional Amount of the Class X-E Certificates will be equal to the Certificate Balance of the Class E Certificates outstanding from time to time. The Class X-E Certificates will not be entitled to distributions of principal.

 

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

 

 

Wells Fargo Commercial Mortgage Trust 2017-C42 Certificate Structure

 

(18) The pass-through rate for the Class X-E Certificates for any distribution date will be a per annum rate equal to the excess, if any, of (a) the weighted average of the net mortgage interest rates on the mortgage loans for the related distribution date, over (b) the pass-through rate on the Class E Certificates for the related distribution date. For purposes of the calculation of the weighted average of the net mortgage interest rates on the mortgage loans for each distribution date, the mortgage interest rates will be adjusted as necessary to a 30/360 basis.
   
(19) The Class X-F Certificates are notional amount certificates. The Notional Amount of the Class X-F Certificates will be equal to the Certificate Balance of the Class F Certificates outstanding from time to time. The Class X-F Certificates will not be entitled to distributions of principal.
   
(20) The pass-through rate for the Class X-F Certificates for any distribution date will be a per annum rate equal to the excess, if any, of (a) the weighted average of the net mortgage interest rates on the mortgage loans for the related distribution date, over (b) the pass-through rate on the Class F Certificates for the related distribution date. For purposes of the calculation of the weighted average of the net mortgage interest rates on the mortgage loans for each distribution date, the mortgage interest rates will be adjusted as necessary to a 30/360 basis.
   
(21) The effective interest rate for the RR Interest will be the weighted average of the net mortgage interest rates on the mortgage loans for the related distribution date, adjusted as necessary to a 30/360 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.

 

5

 

 

 

 

Wells Fargo Commercial Mortgage Trust 2017-C42 Transaction Highlights

  

II.Transaction Highlights

 

Mortgage Loan Sellers:

 

Mortgage Loan Seller 

 

Number of
Mortgage Loans 

 

Number of
Mortgaged
Properties 

 

Aggregate Cut-off Date Balance 

 

% of Initial Pool
Balance 

Barclays Bank PLC   9   10   $244,881,250   32.9%
Starwood Mortgage Funding II LLC   11   24   212,438,929   28.5
Wells Fargo Bank, National Association   12   27   203,441,600   27.3
Rialto Mortgage Finance, LLC   5   5   84,050,000   11.3

Total 

 

37 

 

66 

 

$744,811,779

 

100.0% 

 

Loan Pool:

 

Initial Pool Balance: $744,811,779
Number of Mortgage Loans: 37
Average Cut-off Date Balance per Mortgage Loan: $20,130,048
Number of Mortgaged Properties: 66
Average Cut-off Date Balance per Mortgaged Property(1): $11,285,027
Weighted Average Mortgage Interest Rate: 4.399%
Ten Largest Mortgage Loans as % of Initial Pool Balance: 58.7%
Weighted Average Original Term to Maturity or ARD (months): 119
Weighted Average Remaining Term to Maturity or ARD (months): 118
Weighted Average Original Amortization Term (months)(2): 359
Weighted Average Remaining Amortization Term (months)(2): 359
Weighted Average Seasoning (months): 1

 

(1)Information regarding mortgage loans secured by multiple properties is based on an allocation according to relative appraised values or the allocated loan amounts or property-specific release prices set forth in the related loan documents or such other allocation as the related mortgage loan seller deemed appropriate.

(2)Excludes any mortgage loan that does not amortize.

 

Credit Statistics:

 

Weighted Average U/W Net Cash Flow DSCR(1): 2.00x
Weighted Average U/W Net Operating Income Debt Yield(1): 11.4%
Weighted Average Cut-off Date Loan-to-Value Ratio(1): 59.5%
Weighted Average Balloon or ARD Loan-to-Value Ratio(1): 55.1%
% of Mortgage Loans with Additional Subordinate Debt(2): 5.4%
% of Mortgage Loans with Single Tenants: 11.5%

 

(1)With respect to any mortgage loan that is part of a whole loan, loan-to-value ratio, debt service coverage ratio and debt yield calculations include the related pari passu companion loan(s) but exclude any related subordinate companion loan(s) (unless otherwise stated). The debt service coverage ratio, debt yield and loan-to-value ratio information do not take into account any subordinate debt (whether or not secured by the related mortgaged property), that currently exists or is allowed under the terms of any mortgage loan. The information for each mortgaged property that relates to a mortgage loan that is cross-collateralized or cross-defaulted with one or more other mortgage loans is based upon the principal balance of that mortgage loan, except that the applicable loan-to-value ratio, debt service coverage ratio, and debt yield for each such mortgage loan is based upon the ratio or yield (as applicable) for the aggregate indebtedness evidenced by all loans in the group (without regard to any limitation on the amount of indebtedness secured by any mortgaged property in such cross-collateralized group). See “Description of the Mortgage Pool—Mortgage Pool Characteristics” in the Preliminary Prospectus and Annex A-1 to the Preliminary Prospectus.

(2)The percentage figure expressed as “% of Mortgage Loans with Additional Subordinate Debt” is determined as a percentage of the initial pool balance and does not take into account any future subordinate debt (whether or not secured by the mortgaged property), if any, that may be permitted under the terms of any mortgage loan or the pooling and servicing agreement. See “Description of the Mortgage Pool—Additional Indebtedness—Other Unsecured Indebtedness” 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.

 

6

 

 

Wells Fargo Commercial Mortgage Trust 2017-C42 Transaction Highlights

 

Loan Structural Features:

 

Amortization: Based on the Initial Pool Balance, 55.1% of the mortgage pool (27 mortgage loans) has scheduled amortization, as follows:

 

37.6% (14 mortgage loans) provides for an interest-only period followed by an amortization period; and

 

17.5% (13 mortgage loans) requires amortization during the entire loan term; and

 

Interest-Only: Based on the Initial Pool Balance, 44.9% of the mortgage pool (10 mortgage loans) provides for interest-only payments during the entire loan term. The Weighted Average Cut-off Date Loan-to-Value Ratio and Weighted Average U/W Net Cash Flow DSCR for those mortgage loans are 56.0% and 2.33x, respectively.

 

Hard Lockboxes: Based on the Initial Pool Balance, 63.1% of the mortgage pool (16 mortgage loans) have hard lockboxes in place.

 

Reserves: The mortgage loans require amounts to be escrowed monthly as follows (excluding any mortgage loans with springing provisions):

 

Real Estate Taxes: 64.4% of the pool
Insurance: 46.1% of the pool
Capital Replacements: 67.1% of the pool
TI/LC: 45.6% of the pool(1)

(1)The percentage of Initial Pool Balance for mortgage loans with TI/LC reserves is based on the aggregate principal balance allocable to loans that include retail, office, mixed use and other properties.

 

Call Protection/Defeasance: Based on the Initial Pool Balance, the mortgage pool has the following call protection and defeasance features:

 

62.2% of the mortgage pool (26 mortgage loans) features a lockout period, then defeasance only until an open period;

 

29.0% of the mortgage pool (9 mortgage loans) features a lockout period, then the greater of a prepayment premium or yield maintenance until an open period;

 

4.7% of the mortgage pool (1 mortgage loan) features a lockout period, then the greater of a prepayment premium or yield maintenance, then the greater of a prepayment premium or yield maintenance or defeasance until an open period, except as it relates to a $7.5 million component of the mortgage loan which is freely prepayable at any time.

 

4.1% of the mortgage pool (1 mortgage loan) features a lockout period, then the greater of a prepayment premium or yield maintenance or defeasance until an open period; and

 

Prepayment restrictions for each mortgage loan reflect the entire life of the mortgage loan. Based on the seasoning of a mortgage loan, it may no longer be prohibited from prepayment. Please refer to Annex A-1 to the Preliminary Prospectus and the footnotes related thereto for further information regarding individual loan call protection.

 

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

 

 

Wells Fargo Commercial Mortgage Trust 2017-C42 Issue Characteristics

 

III.Issue Characteristics

 

  Securities Offered:   $612,049,000 approximate monthly pay, multi-class, commercial mortgage REMIC pass-through certificates consisting of twelve classes (Classes A-1, A-2, A-SB, A-3, A-4, A-BP, X-A, X-BP, X-B, A-S, B and C), which are offered pursuant to a registration statement filed with the SEC (such classes of certificates, the “Offered Certificates”).
       
  Mortgage Loan Sellers:   Barclays Bank PLC (“Barclays”), Starwood Mortgage Funding II LLC (“SMF II”), Wells Fargo Bank, National Association (“WFB”) and Rialto Mortgage Finance, LLC (“RMF”).
       
  Joint Bookrunners and Co-Lead Managers:   Wells Fargo Securities, LLC and Barclays Capital Inc.
       
  Co-Manager:   Academy Securities, Inc.
       
  Rating Agencies:   Fitch Ratings, Inc., Kroll Bond Rating Agency, Inc. and Moody’s Investors Service, Inc.
       
  Master Servicer:   Wells Fargo Bank, National Association
       
  Special Servicer:   LNR Partners, LLC
       
  Certificate Administrator:   Wells Fargo Bank, National Association
       
  Trustee:   Wilmington Trust, National Association
       
  Operating Advisor:   Park Bridge Lender Services LLC
       
  Asset Representations Reviewer:   Park Bridge Lender Services LLC
       
  Initial Majority Controlling Class Certificateholder:   Prime Finance CMBS B-Piece Holdco XIV, L.P. or an affiliate
       
  U.S. Credit Risk Retention:   For a discussion on the manner in which the U.S. credit risk retention requirements will be satisfied by Wells Fargo Bank, National Association, as the retaining sponsor, see “Credit Risk Retention” in the Preliminary Prospectus.
       
  EU Credit Risk Retention   None of the sponsors, the depositor or the issuing entity intends to retain a material net economic interest in the securitization constituted by the issue of the Offered Certificates in accordance with the EU risk retention and due diligence requirements or to take any other action which may be required by EEA-regulated investors for the purposes of their compliance with the EU risk retention and due diligence requirements or similar requirements.
       
  Risk Retention Consultation Party:   Wells Fargo Bank, National Association
       
  Cut-off Date:   The Cut-off Date with respect to each mortgage loan is the due date for the monthly debt service payment that is due in December 2017 (or, in the case of any mortgage loan that has its first due date in January 2018, the date that would have been its due date in December 2017 under the terms of that mortgage loan if a monthly debt service payment were scheduled to be due in that month).
       
  Expected Closing Date:   On or about December 21, 2017.
       
  Determination Dates:   The 11th day of each month (or if that day is not a business day, the next succeeding business day), commencing in January 2018.
       
  Distribution Dates:   The fourth business day following the Determination Date in each month, commencing in January 2018.
       
  Rated Final Distribution Date:   The Distribution Date in December 2050.
       
  Interest Accrual Period:   With respect to any Distribution Date, the calendar month immediately preceding the month in which such Distribution Date occurs.
       
  Day Count:   The Offered Certificates will accrue interest on a 30/360 basis.
       
  Minimum Denominations:   $10,000 for each Class of Offered Certificates (other than the Class X-A, X-BP and X-B Certificates) and $1,000,000 for the Class X-A, X-BP and X-B Certificates. Investments

 

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

 

 

Wells Fargo Commercial Mortgage Trust 2017-C42 Issue Characteristics

 

      may also be made in any whole dollar denomination in excess of the applicable minimum denomination.
       
  Clean-up Call:   1.0%
       
  Delivery:   DTC, Euroclear and Clearstream Banking
       
  ERISA/SMMEA Status:   Each Class of Offered Certificates is expected to be eligible for exemptive relief under ERISA.  No Class of Offered Certificates will be SMMEA eligible.
       
  Risk Factors:   THE CERTIFICATES INVOLVE CERTAIN RISKS AND MAY NOT BE SUITABLE FOR ALL INVESTORS.  SEE THE “RISK FACTORS” SECTION OF THE PRELIMINARY PROSPECTUS.
       
  Bond Analytics Information:   The Certificate Administrator will be authorized to make distribution date statements, CREFC® reports and certain supplemental reports (other than confidential information) available to certain financial modeling and data provision services, including Bloomberg, L.P., Trepp, LLC, Intex Solutions, Inc., Markit Group Limited, Interactive Data Corp., BlackRock Financial Management, Inc., CMBS.com, Inc., Moody’s Analytics and Thomson Reuters Corporation.

  

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

 

 

 

 

Wells Fargo Commercial Mortgage Trust 2017-C42 Characteristics of the Mortgage Pool

 

IV.Characteristics of the Mortgage Pool(1)

A.Ten Largest Mortgage Loans
Mortgage
Loan
Seller
  Mortgage Loan Name  City  State  Number of Mortgage Loans / Mortgaged Properties  Mortgage Loan Cut-off Date Balance ($)  % of Initial Pool Balance (%)  Property
Type
  Number of Rooms / SF  Cut-off Date Balance
Per
Room / SF
  Cut-off
Date LTV
Ratio (%)
  Balloon or ARD LTV
Ratio (%)
  U/W NCF
DSCR (x)
  U/W NOI
Debt
Yield (%)
SMF II  One Ally Center  Detroit  MI  1 / 1  $70,000,000  9.4%  Office  976,095  $105  55.1%  55.1%  2.43x  12.6%
Barclays  16 Court Street  Brooklyn  NY  1 / 1  66,600,000  8.9   Office  325,510  341  63.4   63.4   1.83   8.5 
RMF  Logan Town Center  Altoona  PA  1 / 1  55,000,000  7.4   Retail  715,791  108  65.8   60.3   1.39   9.1 
Barclays  One Century Place  Nashville  TN  1 / 1  44,000,000  5.9   Office  538,792  123  65.0   65.0   2.73   11.5 
Barclays  Moffett Towers II - Building 2  Sunnyvale  CA  1 / 1  40,000,000  5.4   Office  362,563  455  47.0   42.4   2.08   11.9 
WFB  1601 Bronxdale Avenue  Bronx  NY  1 / 1  35,000,000  4.7   Mixed Use  304,425  115  52.2   52.2   1.67   8.3 
WFB  Bass Pro & Cabela’s Portfolio  Various  Various  1 / 16  34,970,000  4.7   Retail  1,896,527  103  50.4   50.4   2.72   12.8 
SMF II  150 West Jefferson  Detroit  MI  1 / 1  32,500,000  4.4   Office  489,786  138  65.5   60.1   1.75   12.1 
SMF II  Hilton Dallas Rockwall  Rockwall  TX  1 / 1  30,450,000  4.1   Hospitality  231  131,818  58.6   47.6   2.08   14.8 
SMF II  Lennar Corporate Center  Miami  FL  1 / 1  28,600,000  3.8   Office  289,986  99  69.8   63.7   2.22   15.5 
Top Three Total/Weighted Average       3 / 3  $191,600,000  25.7%           61.1%  59.5%  1.92x  10.2%
Top Five Total/Weighted Average       5 / 5  $275,600,000  37.0%           59.6%  57.9%  2.07x  10.6%
Top Ten Total/Weighted Average       10 / 25  $437,120,000  58.7%           59.3%  56.7%  2.08x  11.3%
Non-Top Ten Total/Weighted Average       27 / 41  $307,691,779  41.3%           59.8%  53.0%  1.89x  11.4%
(1)With respect to any mortgage loan that is part of a whole loan, Cut-off Date Balance Per Room/SF, loan-to-value ratio, debt service coverage ratio and debt yield calculations include the related pari passu companion loan(s) but exclude any related subordinate companion loan(s) (unless otherwise stated). With respect to each mortgage loan, debt service coverage ratio, debt yield and loan-to-value ratio information do not take into account subordinate debt (whether or not secured by the related mortgaged property), if any, that currently exists or is allowed under the terms of such mortgage loan.

 

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

 

10

 

 

Wells Fargo Commercial Mortgage Trust 2017-C42 Characteristics of the Mortgage Pool

 

B.Summary of the Whole Loans

Property Name Mortgage Loan Seller in WFCM 2017-C42 Note(s) Original Balance   Holder of Note(1) Lead Servicer for Whole Loan Master Servicer Under Lead Securitization Servicing Agreement Special Servicer Under Lead Securitization Servicing Agreement
One Ally Center SMF II A-1 $70,000,000     WFCM 2017-C42 Yes Wells Fargo Bank, National Association LNR Partners, LLC
A-2 $32,000,000     MSC 2017-HR2(2) No
16 Court Street Barclays A-1 $66,600,000     WFCM 2017-C42 Yes Wells Fargo Bank, National Association LNR Partners, LLC
A-2 $44,400,000     CCUBS 2017-C1 No
Logan Town Center RMF A-1 $55,000,000     WFCM 2017-C42 Yes Wells Fargo Bank, National Association LNR Partners, LLC
A-2 $22,000,000     UBS 2017-C6(3) No
One Century Place Barclays A-1 $44,000,000     WFCM 2017-C42 Yes Wells Fargo Bank, National Association LNR Partners, LLC
A-2 $22,300,000     WFCM 2017-C41 No
Moffett Towers II – Building 2 Barclays A-1 $43,000,000     Barclays Bank PLC Yes(5) Wells Fargo Bank, National Association(5) LNR Partners, LLC(5)
A-2 $40,750,000     Barclays Bank PLC No
A-3 $40,000,000     WFCM 2017-C42 No
A-4 $41,250,000     Morgan Stanley Bank, N.A. No
Bass Pro & Cabela’s Portfolio WFB A-1(A-CP) $37,500,000     GSMS 2017-GS8 Yes Wells Fargo Bank, National Association Midland Loan Services, a Division of PNC Bank, National Association
A-1(A-NCP) $10,000,000     GSMS 2017-GS8 No
A-1(B-CP) $30,460,000     Goldman Sachs Mortgage Company No
A-2(A) $7,500,000     WFCM 2017-C42 No
A-2(B)(1) $27,470,000     WFCM 2017-C42 No
A-2(B)(2) $23,500,000     BANK 2017-BNK9(4) No
A-3(A-CP) $20,000,000     UBS 2017-C5 No
A-3(B-CP) $24,750,000     CCUBS 2017-C1 No
A-3(C-CP) $6,220,000     UBS 2017-C6(3) No
A-3(D-NCP) $2,500,000     UBS 2017-C6(3) No
A-3(E-NCP) $2,500,000     UBS 2017-C6(3) No
A-3(F-NCP) $2,500,000     UBS 2017-C6(3) No
150 West Jefferson SMF II A-1 $35,000,000     MSC 2017-HR2(2) Yes(6) Wells Fargo Bank, National Association(6) LNR Partners, LLC(6)
A-2 $32,500,000     WFCM 2017-C42 No
Courtyard Los Angeles Sherman Oaks WFB A-1 $28,000,000     WFB Yes(5) Wells Fargo Bank, National Association(5) LNR Partners, LLC(5)
A-2 $27,000,000     WFCM 2017-C42 No
Lakeside Shopping Center Barclays A-1 $59,000,000     CGCMT 2017-B1 Yes Wells Fargo Bank, National LNR Partners, LLC

 

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

 

11

 

 

Wells Fargo Commercial Mortgage Trust 2017-C42 Characteristics of the Mortgage Pool

 

    Association
A-2 $58,000,000     WFCM 2017-C39 No
A-3-1 $33,000,000     CGCMT 2017-P8 No
A-3-2 $25,000,000     WFCM 2017-C42 No
Laguna Cliffs Marriott WFB A-1 $85,000,000     BANK 2017-BNK9(4) Yes Wells Fargo Bank, National Association Rialto Capital Advisors, LLC
A-2 $25,000,000     WFCM 2017-C42 No
One Cleveland Center RMF A-1 $39,000,000     UBS 2017-C6(3) Yes Wells Fargo Bank, National Association Rialto Capital Advisors, LLC
A-2 $18,000,000     WFCM 2017-C42 No
(1)Unless otherwise indicated, each note not currently held by a securitization trust is expected to be contributed to a future securitization. No assurance can be provided that any such note will not be split further.
(2)The MSC 2017-HR2 transaction is expected to close on December 22, 2017.
(3)The UBS 2017-C6 transaction is expected to close on December 13, 2017.
(4)The BANK 2017-BNK9 transaction is expected to close on December 20, 2017.
(5)The related whole loan is expected to initially be serviced under the WFCM 2017-C42 pooling and servicing agreement until the securitization of the related “lead” pari passu note (namely, the related pari passu note marked “Yes” in the column entitled “Lead Servicer for Whole Loan”), after which the related whole loan will be serviced under the pooling and servicing agreement governing such securitization of the related “lead” pari passu note. The master servicer and special servicer for such securitization will be identified in a notice, report or statement to holders of the WFCM 2017-C42 certificates after the closing of such securitization.
(6)The related whole loan is expected to initially be serviced under the WFCM 2017-C42 pooling and servicing agreement until the securitization of the related control note in the MSC 2017-HR2 transaction, which is expected to close on December 22, 2017. On and after December 22, 2017, the related whole loan is expected to be serviced under the pooling and servicing agreement governing the MSC 2017-HR2 transaction.

 

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

 

 

Wells Fargo Commercial Mortgage Trust 2017-C42 Characteristics of the Mortgage Pool

 

C.Mortgage Loans with Additional Secured and Mezzanine Financing
Loan No.  Mortgage Loan Seller  Mortgage Loan Name  Mortgage
Loan
Cut-off Date Balance ($)
  % of Initial Pool Balance (%)  Sub Debt Cut-off Date Balance ($)  Mezzanine
Debt
Cut-off
Date
Balance ($)
  Total Debt Interest Rate (%)(1)  Mortgage Loan U/W NCF DSCR (x)(2)  Total Debt U/W NCF DSCR (x)  Mortgage Loan Cut-off Date U/W NOI Debt Yield (%)(2)  Total Debt Cut-off Date U/W NOI Debt Yield (%)  Mortgage Loan Cut-off Date LTV Ratio (%)(2)  Total Debt
Cut-off
Date LTV
Ratio (%)
5  Barclays  Moffett Towers II - Building 2  $40,000,000  5.4%  NAP  $105,000,000  4.5060%  2.08x  1.23x  11.9%  7.3%  47.0%  76.9%
Total/Weighted Average  $40,000,000  5.4%  NAP  $105,000,000  4.5060%  2.08x  1.23x  11.9%  7.3%  47.0%  76.9%
(1)Total Debt Interest Rate for any specified mortgage loan reflects the weighted average of the interest rates on the respective components of the total debt.
(2)With respect to any mortgage loan that is part of a whole loan, the loan-to-value ratio, debt service coverage ratio and debt yield calculations include the related pari passu companion loan(s).

 

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

 

13

 

 

Wells Fargo Commercial Mortgage Trust 2017-C42 Characteristics of the Mortgage Pool

 

D.Previous Securitization History(1)
Loan
No.
  Mortgage Loan Seller  Mortgage
 Loan or Mortgaged
Property Name
  City  State 

Property
Type

  Mortgage Loan or Mortgaged Property  Cut-off Date Balance ($)  % of
Initial Pool Balance
(%)
  Previous
Securitization
3.00  Rialto Mortgage Finance, LLC  Logan Town Center  Altoona  PA  Retail  55,000,000  7.4   MSC 2007 HQ-13
10.00  Starwood Mortgage Funding II LLC  Lennar Corporate Center  Miami  FL  Office  28,600,000  3.8   JPMCC 2007-LDPX
11.00  WFB  Courtyard Los Angeles Sherman Oaks  Sherman Oaks  CA  Hospitality  27,000,000  3.6   BACM 2007-5
12.00  Barclays Bank PLC  Lakeside Shopping Center  Metairie  LA  Retail  25,000,000  3.4   BACM 2007-4
15.00  Starwood Mortgage Funding II LLC  River Park I  Conshohocken  PA  Office  20,300,000  2.7   GSMS 2007-GG10
17.00  Barclays Bank PLC  Hidden Valley Office Park  Bellevue  WA  Office  18,500,000  2.5   MSC 2011-C2
18.00  Rialto Mortgage Finance, LLC  One Cleveland Center  Cleveland  OH  Office  18,000,000  2.4   CLNY 2015-FL3
26.00  WFB  55 West 19th Street  New York  NY  Mixed Use  7,200,000  1.0   RAITF 2015-FL4
31.00  Starwood Mortgage Funding II LLC  Weeksville Crossing  Elizabeth City  NC  Retail  4,700,000  0.6   CSMC 2007-C5
33.00  Starwood Mortgage Funding II LLC  421 Germantown Pike  Plymouth Meeting  PA  Retail  3,545,828  0.5   CGCMT 2008-C7
   Total              $207,845,828  27.9%   
(1)The table above represents the most recent securitization with respect to the mortgaged property securing the related mortgage loan, based on information provided by the related borrower or obtained through searches of a third-party database. While loans secured by the above mortgaged properties may have been securitized multiple times in prior transactions, mortgage loans in this securitization are only listed in the above chart if the mortgage loan paid off a loan in another securitization. The information has not otherwise been confirmed by the mortgage loan sellers.

 

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

 

 

Wells Fargo Commercial Mortgage Trust 2017-C42 Characteristics of the Mortgage Pool

 

E.Mortgage Loans with Scheduled Balloon Payments and Related Classes

 

Class A-2(1)
Loan No.  Mortgage Loan Seller  Mortgage Loan Name  State  Property Type  Mortgage
Loan
Cut-off
Date
Balance ($)
  % of Initial Pool Balance (%)  Mortgage Loan Balance at ARD ($)  % of Class A-2 Certificate Principal Balance (%)(2)  SF 

Loan per SF

  U/W NCF DSCR
(x)
  U/W NOI Debt Yield (%)  Cut-off Date LTV Ratio (%) 

Balloon Or ARD LTV Ratio (%)

  Rem. IO Period (mos.)  Rem. Term to ARD (mos.)
26  WFB  55 West 19th Street  NY  Mixed Use  $7,200,000  1.0%  $7,200,000  58.4%  9,250  $778  1.69x  7.9%  53.3%  53.3%  59  59
28  WFB  Melville Corporate Plaza  NY  Office  5,425,000  0.7     4,987,800  40.5      98,624     55  2.16    15.9       52.2     48.0     0  60
Total/Weighted Average        $12,625,000  1.7%  $12,187,800  98.9%        1.89x  11.3%  52.8%  51.0%  34  59
(1)The table above presents the mortgage loan(s) whose balloon payments would be applied to pay down the principal balance of the Class A-2 Certificates, assuming a 0% CPR and applying the “Structuring Assumptions” described in the Preliminary Prospectus, including the assumptions that (i) none of the mortgage loans in the pool experience prepayments prior to maturity (or, in the case of an ARD loan, its anticipated repayment date), defaults or losses; (ii) there are no extensions of maturity dates of any mortgage loans in the pool; and (iii) each mortgage loan in the pool is paid in full on its stated maturity date (or, in the case of an ARD loan, its anticipated repayment date). Each Class of Certificates evidences undivided ownership interests in the entire pool of mortgage loans. Debt service coverage ratio, debt yield and loan-to-value ratio information do not take into account subordinate debt (whether or not secured by the related mortgaged property), if any, that currently exists or is allowed under the terms of any mortgage loan. See Annex A-1 to the Preliminary Prospectus.
(2)Reflects the percentage equal to the Balloon Balance divided by the initial Class A-2 Certificate Balance.

 

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

 

 

Wells Fargo Commercial Mortgage Trust 2017-C42 Characteristics of the Mortgage Pool

 

F.Property Type Distribution(1)

 

(PIE CHART) 

 

Property Type  Number of Mortgaged Properties 

Aggregate
Cut-off Date
Balance ($)

  % of Initial Pool
Balance (%)
  Weighted Average Cut-off Date LTV Ratio (%)  Weighted Average Balloon or ARD LTV
Ratio (%)
  Weighted Average
U/W NCF DSCR (x)
  Weighted Average U/W NOI Debt Yield (%)  Weighted Average U/W NCF Debt Yield (%)  Weighted Average Mortgage Rate (%)
Office  11  $367,875,000  49.4%  60.0%  57.0%  2.12x  11.6%  10.4%  4.271%
CBD  5  215,700,000  29.0   61.8   59.4   2.04   11.5   10.2   4.466 
Suburban  6  152,175,000  20.4   57.4   53.7   2.23   11.7   10.7   3.995 
Retail  28  186,219,494  25.0   60.1   54.8   1.88   10.6   9.9   4.483 
Anchored  4  91,500,000  12.3   65.1   58.1   1.44   9.5   8.8   4.612 
Single Tenant  18  45,770,000  6.1   51.5   49.7   2.45   12.3   11.6   4.464 
Super Regional Mall  1  25,000,000  3.4   47.9   47.9   2.74   11.3   10.5   3.770 
Shadow Anchored  1  13,181,250  1.8   72.2   61.9   1.66   11.1   10.2   4.608 
Unanchored  4  10,768,244  1.4   67.4   55.8   1.43   9.7   9.4   4.963 
Hospitality  6  120,724,185  16.2   59.3   50.9   2.01   13.2   11.5   4.528 
Full Service  3  82,450,000  11.1   57.5   50.8   2.04   13.0   11.3   4.506 
Limited Service  3  38,274,185  5.1   63.1   51.2   1.95   13.5   12.0   4.574 
Mixed Use  2  42,200,000  5.7   52.4   52.4   1.67   8.2   7.6   4.505 
Industrial/Office  1  35,000,000  4.7   52.2   52.2   1.67   8.3   7.6   4.500 
Office/Retail  1  7,200,000  1.0   53.3   53.3   1.69   7.9   7.8   4.530 
Multifamily  15  13,250,000  1.8   58.7   54.9   2.18   11.3   10.9   4.735 
Low Rise  14  8,500,000  1.1   53.0   53.0   2.66   12.8   12.3   4.553 
Garden  1  4,750,000  0.6   68.8   58.2   1.31   8.7   8.5   5.060 
Manufactured Housing Community  2  5,643,101  0.8   66.1   54.3   1.43   9.3   9.2   4.914 
Manufactured Housing Community  2  5,643,101  0.8   66.1   54.3   1.43   9.3   9.2   4.914 
Self Storage  1  5,200,000  0.7   66.7   54.0   1.43   8.9   8.8   4.580 
Self Storage  1  5,200,000  0.7   66.7   54.0   1.43   8.9   8.8   4.580 
Other  1  3,700,000  0.5   64.2   57.1   1.29   8.5   8.5   5.220 
Leased Fee  1  3,700,000  0.5   64.2   57.1   1.29   8.5   8.5   5.220 
Total/Weighted Average:  66  $744,811,779  100.0%  59.5%  55.1%  2.00x  11.4%  10.3%  4.399%
(1)Because this table presents information relating to the mortgaged properties and not the mortgage loans, (a) the information for mortgage loans secured by more than one mortgaged property (other than through cross-collateralization with other mortgage loans) is based on allocated amounts (allocating the principal balance of the mortgage loan to each of those properties according to the relative appraised values of the mortgaged properties or the allocated loan amounts or property-specific release prices set forth in the related mortgage loan documents or such other allocation as the related mortgage loan seller deemed appropriate) and (b) the information for each mortgaged property that relates to a mortgage loan that is cross-collateralized or cross-defaulted with other mortgage loans is based upon the principal balance of that mortgage loan, except that the applicable loan-to-value ratio, debt service coverage ratio and debt yield for each such mortgage loan is based upon the ratio or yield (as applicable) for the aggregate indebtedness evidenced by all loans in the group (without regard to any limitation on the amount of indebtedness secured by any mortgaged property in such cross-collateralized group). On an individual basis, without regard to the cross-collateralization feature, any mortgage loan that is part of a cross-collateralized group of mortgage loans may have a higher loan-to-value ratio, lower debt service coverage ratio and/or lower debt yield than is presented herein. With respect to any mortgage loan that is part of a whole loan, the loan-to-value ratio, debt service coverage ratio and debt yield calculations include the related pari passu companion loan(s) but exclude any related subordinate secured loan(s) (unless otherwise stated). With respect to each mortgage loan, debt service coverage ratio, debt yield and loan-to-value ratio information do not take into account of any subordinate debt (whether or not secured by the related mortgaged property) that currently exists or is allowed under the terms of such mortgage loan. See Annex A-1 to the Preliminary Prospectus.

 

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

 

16

 

 

Wells Fargo Commercial Mortgage Trust 2017-C42 Characteristics of the Mortgage Pool

 

G.Geographic Distribution(1)(2)

 

(MAP) 

 

Location  Number of Mortgaged Properties  Aggregate
Cut-off Date Balance ($)
  % of Initial
Pool
Balance (%)
  Weighted Average Cut-off Date LTV Ratio (%)  Weighted Average Balloon or ARD LTV Ratio (%)  Weighted Average U/W NCF DSCR (x)  Weighted Average U/W NOI Debt Yield (%)  Weighted Average U/W NCF Debt Yield (%)  Weighted Average Mortgage Rate (%)
California  7  $143,950,000  19.3%  56.2%  51.1%  1.82x  11.1%  10.1%  4.243%
Southern  4  84,150,000  11.3   59.6   54.7   1.80   11.1   9.8   4.481 
Northern  3  59,800,000  8.0   51.4   46.0   1.86   11.1   10.5   3.909 
New York  6  121,222,339  16.3   59.4   58.6   1.76   8.8   8.0   4.367 
Michigan  3  103,922,415  14.0   58.4   56.5   2.21   12.5   11.0   4.554 
Pennsylvania  4  88,845,828  11.9   64.9   56.9   1.51   10.1   9.3   4.602 
Tennessee  2  57,181,250  7.7   66.7   64.3   2.48   11.4   10.4   3.979 
Texas  7  47,470,078  6.4   58.3   49.7   2.09   13.4   12.0   4.665 
Nevada  2  37,174,185  5.0   64.3   52.3   1.76   12.1   10.9   4.659 
Other(3)  35  145,045,684  19.5   57.0   53.1   2.38   12.8   11.7   4.357 
Total/Weighted Average  66  $744,811,779  100.0%  59.5%  55.1%  2.00x  11.4%  10.3%  4.399%

 

(1)The mortgaged properties are located in 21 states.
(2)Because this table presents information relating to the mortgaged properties and not the mortgage loans, (a) the information for mortgage loans secured by more than one mortgaged property (other than through cross-collateralization with other mortgage loans) is based on allocated amounts (allocating the principal balance of the mortgage loan to each of those properties according to the relative appraised values of the mortgaged properties or the allocated loan amounts or property-specific release prices set forth in the related mortgage loan documents or such other allocation as the related mortgage loan seller deemed appropriate), and (b) the information for each mortgaged property that relates to a mortgage loan that is cross-collateralized or cross-defaulted with other mortgage loans is based upon the principal balance of that mortgage loan, except that the applicable loan-to-value ratio, debt service coverage ratio and debt yield for each such mortgage loan is based upon the ratio or yield (as applicable) for the aggregate indebtedness evidenced by all loans in the group (without regard to any limitation on the amount of indebtedness secured by any mortgaged property in such cross-collateralized group). On an individual basis, without regard to the cross-collateralization feature, any mortgage loan that is part of a cross-collateralized group of mortgage loans may have a higher loan-to-value ratio, lower debt service coverage ratio and/or lower debt yield than is presented herein. With respect to any mortgage loan that is part of a whole loan, the loan-to-value ratio, debt service coverage ratio and debt yield calculations include the related pari passu companion loan(s) but exclude any related subordinate secured loan(s) (unless otherwise stated). With respect to each mortgage loan, debt service coverage ratio, debt yield and loan-to-value ratio information do not take into account of any subordinate debt (whether or not secured by the related mortgaged property) that currently exists or is allowed under the terms of such mortgage loan. See Annex A-1 to the Preliminary Prospectus.
(3)Includes 14 other states.

 

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

 

 

 

Wells Fargo Commercial Mortgage Trust 2017-C42 Characteristics of the Mortgage Pool

 

H.Characteristics of the Mortgage Pool (1)
                   
CUT-OFF DATE BALANCE  
  Range of Cut-off Date
Balances ($)
  Number of
Mortgage
Loans
  Aggregate Cut-
off Date Balance
  Percent by
Aggregate Cut-
off Date Pool
Balance (%)
 
  1,422,415 - 2,000,000   1   $1,422,415   0.2 %  
  2,000,001 - 3,000,000   2   4,847,339   0.7    
  3,000,001 - 4,000,000   3   10,641,590   1.4    
  4,000,001 - 5,000,000   2   9,450,000   1.3    
  5,000,001 - 7,000,000   3   16,425,000   2.2    
  7,000,001 - 8,000,000   1   7,200,000   1.0    
  8,000,001 - 9,000,000   3   25,000,000   3.4    
  9,000,001 - 10,000,000   1   10,000,000   1.3    
  10,000,001 - 15,000,000   2   27,781,250   3.7    
  15,000,001 - 20,000,000   4   73,674,185   9.9    
  20,000,001 - 30,000,000   6   149,850,000   20.1    
  30,000,001 - 50,000,000   6   216,920,000   29.1    
  50,000,001 - 70,000,000   3   191,600,000   25.7    
  Total:   37   $744,811,779   100.0 %  
  Average:   $20,130,048            
                   
UNDERWRITTEN NOI DEBT SERVICE COVERAGE RATIO  
  Range of U/W NOI DSCRs (x)   Number of
Mortgage
Loans
  Aggregate Cut-
off Date Balance
  Percent by
Aggregate Cut-
off Date Pool
Balance (%)
 
  1.27 - 1.30   2   $11,900,000   1.6 %  
  1.31 - 1.40   3   14,095,828   1.9    
  1.41 - 1.50   4   65,843,101   8.8    
  1.51 - 1.60   2   19,300,000   2.6    
  1.61 - 1.70   2   41,950,000   5.6    
  1.71 - 1.80   2   24,400,000   3.3    
  1.81 - 1.90   2   48,181,250   6.5    
  1.91 - 2.00   3   79,800,000   10.7    
  2.01 - 2.50   7   176,746,600   23.7    
  2.51 - 3.00   9   244,095,000   32.8    
  3.01 - 3.30   1   18,500,000   2.5    
  Total:   37   $744,811,779   100.0 %  
  Weighted Average:   2.21x            
                   
UNDERWRITTEN NCF DEBT SERVICE COVERAGE RATIO  
  Range of U/W NCF
DSCRs (x)
  Number of
Mortgage
Loans
  Aggregate Cut-
off Date Balance
  Percent by
Aggregate Cut-
off Date Pool
Balance (%)
 
  1.26 - 1.30   2   $11,900,000   1.6 %  
  1.31 - 1.40   4   69,095,828   9.3    
  1.41 - 1.50   6   48,143,101   6.5    
  1.51 - 1.60   1   23,950,000   3.2    
  1.61 - 1.70   5   92,881,250   12.5    
  1.71 - 1.80   2   59,500,000   8.0    
  1.81 - 1.90   3   87,996,600   11.8    
  1.91 - 2.00   1   10,000,000   1.3    
  2.01 - 2.50   7   207,775,000   27.9    
  2.51 - 2.94   6   133,570,000   17.9    
  Total:   37   $744,811,779   100.0 %  
  Weighted Average   2.00x            
                   
LOAN PURPOSE  
  Loan Purpose   Number of
Mortgage
Loans
 

Aggregate Cut-

off Date Balance

  Percent by
Aggregate Cut-
off Date Pool
Balance (%)
 
  Refinance   19   $427,542,362   57.4 %  
  Acquisition   17   308,769,417   41.5    
  Recapitalization   1   8,500,000   1.1    
  Total:   37   $744,811,779   100.0 %  
                   
MORTGAGE RATE  
 

Range of Mortgage Rates
                 (%)

  Number of
Mortgage
Loans
  Aggregate Cut-
off Date Balance
  Percent by
Aggregate Cut-
off Date Pool
Balance (%)
 
  3.619 - 3.750   1   $40,000,000   5.4 %  
  3.751 - 4.000   3   87,500,000   11.7    
  4.001 - 4.250   1   66,600,000   8.9    
  4.251 - 4.500   8   193,770,000   26.0    
  4.501 - 4.750   14   306,055,435   41.1    
  4.751 - 5.000   4   17,220,762   2.3    
  5.001 - 5.250   4   14,243,167   1.9    
  5.251 - 5.300   2   19,422,415   2.6    
  Total:   37   $744,811,779   100.0 %  
  Weighted Average   4.399%            
                   
UNDERWRITTEN NOI DEBT YIELD  
  Range of U/W NOI Debt
Yields (%)
  Number of
Mortgage
Loans
  Aggregate Cut-
off Date Balance
  Percent by
Aggregate Cut-
off Date Pool
Balance (%)
 
  7.9 - 8.0   2   $15,400,000   2.1 %  
  8.1 - 9.0   6   121,050,000   16.3    
  9.1 - 10.0   6   83,488,929   11.2    
  10.1 - 11.0   2   41,150,000   5.5    
  11.1 - 12.0   7   187,481,250   25.2    
  12.1 - 13.0   6   189,470,000   25.4    
  13.1 - 14.0   2   29,974,185   4.0    
  14.1 - 15.0   2   38,750,000   5.2    
  15.1 - 18.0   3   35,447,415   4.8    
  18.1 - 18.6   1   2,600,000   0.3    
  Total:   37   $744,811,779   100.0 %  
  Weighted Average   11.4%            
                   
UNDERWRITTEN NCF DEBT YIELD  
  Range of U/W NCF Debt
Yields (%)
  Number of
Mortgage
Loans
  Aggregate Cut-
off Date Balance
  Percent by
Aggregate Cut-
off Date Pool
Balance (%)
 
  7.6 - 8.0   4   $117,000,000   15.7 %  
  8.1 - 9.0   8   95,991,590   12.9    
  9.1 - 10.0   5   66,097,339   8.9    
  10.1 - 11.0   7   186,981,250   25.1    
  11.1 - 12.0   5   158,474,185   21.3    
  12.1 - 13.0   3   73,920,000   9.9    
  13.1 - 17.0   4   43,747,415   5.9    
  17.1 - 17.7   1   2,600,000   0.3    
  Total:   37   $744,811,779   100.0 %  
  Weighted Average   10.3%            
                   
ORIGINAL TERM TO MATURITY OR ARD  
  Original Terms to
Maturity or ARD (months)
  Number of
Mortgage
Loans
  Aggregate Cut-
off Date Balance
  Percent by
Aggregate Cut-
off Date Pool
Balance (%)
 
  60   2   $12,625,000   1.7 %  
  120   35   732,186,779   98.3    
  Total:   37   $744,811,779   100.0 %  
  Weighted Average   119 months            


(1)The information for each mortgaged property that relates to a mortgage loan that is cross-collateralized or cross-defaulted with one or more other mortgage loans is based upon the principal balance of that mortgage loan, except that the applicable loan-to-value ratio, debt service coverage ratio, and debt yield for each such mortgage loan is based upon the ratio or yield (as applicable) for the aggregate indebtedness evidenced by all loans in the group (without regard to any limitation on the amount of indebtedness secured by any mortgaged property in such cross-collateralized group). With respect to any mortgage loan that is part of a whole loan, the loan-to-value ratio, debt service coverage ratio and debt yield calculations include the related pari passu companion loan(s) but exclude any related subordinate companion loan(s) (unless otherwise stated). With respect to each mortgage loan, debt service coverage ratio, debt yield and loan-to-value ratio information do not take into account any subordinate debt (whether or not secured by the related mortgaged property) that currently exists or is allowed under the terms of such mortgage loan. See Annex A-1 to the Preliminary Prospectus. Prepayment provisions for each mortgage loan reflects the entire life of the loan (from origination to maturity or ARD) and may be currently prepayable.

 

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

 

 

Wells Fargo Commercial Mortgage Trust 2017-C42 Characteristics of the Mortgage Pool
                   
REMAINING TERM TO MATURITY OR ARD  
  Range of Remaining Terms to
Maturity or ARD (months)
  Number of
Mortgage
Loans
  Aggregate Cut-
off Date Balance
  Percent by
Aggregate Cut-
off Date Pool
Balance (%)
 
  59 - 107   2   $12,625,000   1.7 %  
  108 - 120   35   732,186,779   98.3    
  Total:   37   $744,811,779   100.0 %  
  Weighted Average   118 months          
                 
ORIGINAL AMORTIZATION TERM(2)  
  Original
Amortization Terms
(months)
  Number of
Mortgage
Loans
  Aggregate Cut-
off Date Balance
  Percent by
Aggregate Cut-
off Date Pool
Balance (%)
 
  Non- Amortizing   10   $334,770,000   44.9 %  
  300   2   4,022,415   0.5    
  360   25   406,019,364   54.5    
  Total:   37   $744,811,779   100.0 %  
  Weighted Average(3)   359 months          
(2)   The original amortization term shown for any mortgage loan that is interest-only for part of its term does not include the number of months in its interest-only period and reflects only the number of months as of the commencement of amortization remaining from the end of such interest-only period.  
(3)   Excludes the non-amortizing mortgage loans.  
                 
REMAINING AMORTIZATION TERM(4)  
  Range of Remaining
Amortization Terms
(months)
  Number of
Mortgage
Loans
  Aggregate Cut-
off Date Balance
  Percent by
Aggregate Cut-
off Date Pool
Balance (%)
 
  Non- Amortizing   10   $334,770,000   44.9 %  
  288 - 300   2   4,022,415   0.5    
  301 - 360   25   406,019,364   54.5    
  Total:   37   $744,811,779   100.0 %  
  Weighted Average(5)   359 months          
(4)   The remaining amortization term shown for any mortgage loan that is interest-only for part of its term does not include the number of months in its interest-only period and reflects only the number of months as of the commencement of amortization remaining from the end of such interest-only period.  
(5)   Excludes the non-amortizing mortgage loans.  
                 
LOCKBOXES  
  Type of Lockbox   Number of
Mortgage
Loans
  Aggregate Cut-
off Date Balance
  Percent by
Aggregate Cut-
off Date Pool
Balance (%)
 
  Hard/Springing Cash Management   13   $339,670,000   45.6 %  
  Springing   15   184,871,017   24.8    
  Hard/Upfront Cash Management   3   130,300,000   17.5    
  Soft/Springing Cash Management   2   65,450,000   8.8    
  None   4   24,520,762   3.3    
  Total:   37   $744,811,779   100.0 %  
                 
PREPAYMENT PROVISION SUMMARY(6)  
  Prepayment Provision   Number of
Mortgage
Loans
  Aggregate Cut-
off Date Balance
  Percent by
Aggregate Cut-
off Date Pool
Balance (%)
 
  Lockout / Defeasance / Open   26   $463,094,441   62.2 %  
  Lockout / GRTR 1% or YM / Open   9   216,297,339   29.0    
  Lockout / GRTR 1% or YM / GRTR 1% or YM or Defeasance / Open(7)   1   34,970,000   4.7    
  Lockout / GRTR 1% or YM or Defeasance / Open   1   30,450,000   4.1    
  Total:   37   $744,811,779   100.0 %  
(6)   As a result of property releases or the application of funds in a performance reserve, partial principal prepayments could occur during a period that voluntary principal prepayments are otherwise prohibited.  
(7)   The mortgage loan identified on exhibit a-1 as Bass Pro & Cabela’s Portfolio has a $7.5 million component that is freely prepayable at any time during the loan term.  
                   
CUT-OFF DATE LOAN-TO-VALUE RATIO  
  Range of Cut-off Date LTV
Ratios (%)
  Number of
Mortgage
Loans
  Aggregate Cut-
off Date Balance
  Percent by
Aggregate Cut-
off Date Pool
Balance (%)
 
  37.1 - 45.0   1   $2,600,000   0.3 %  
  45.1 - 50.0   3   90,000,000   12.1    
  50.1 - 55.0   6   109,595,000   14.7    
  55.1 - 60.0   6   145,072,415   19.5    
  60.1 - 65.0   9   214,819,947   28.8    
  65.1 - 70.0   11   169,543,167   22.8    
  70.1 - 72.2   1   13,181,250   1.8    
  Total:   37   $744,811,779   100.0 %  
  Weighted Average   59.5%            
                   
BALLOON OR ARD LOAN-TO-VALUE RATIO  
  Range of Balloon or ARD
LTV Ratios (%)
  Number of
Mortgage
Loans
  Aggregate Cut-
off Date Balance
  Percent by
Aggregate Cut-
off Date Pool
Balance (%)
 
  27.7 - 40.0   1   $2,600,000   0.3 %  
  40.1 - 45.0   2   41,422,415   5.6    
  45.1 - 50.0   7   134,449,185   18.1    
  50.1 - 55.0   10   153,565,762   20.6    
  55.1 - 60.0   11   172,893,167   23.2    
  60.1 - 65.0   6   239,881,250   32.2    
  Total:   37   $744,811,779   100.0 %  
  Weighted Average   55.1%            
                   
AMORTIZATION TYPE  
  Amortization Type   Number of
Mortgage
Loans
  Aggregate Cut-
off Date Balance
  Percent by
Aggregate Cut-
off Date Pool
Balance (%)
 
  Interest-only, Balloon   10   $334,770,000   44.9 %  
  Interest-only, Amortizing Balloon   13   247,481,250   33.2    
  Amortizing Balloon   12   109,760,529   14.7    
  Interest-only, Amortizing ARD   1   32,500,000   4.4    
  Amortizing ARD   1   20,300,000   2.7    
  Total:   37   $744,811,779   100.0 %  
                   
ORIGINAL TERM OF INTEREST-ONLY PERIOD FOR PARTIAL IO LOANS  
  IO Terms (months)   Number of
Mortgage
Loans
  Aggregate Cut-
off Date Balance
  Percent by
Aggregate Cut-
off Date Pool
Balance (%)
 
  12   3   $28,550,000   3.8 %  
  24   2   17,881,250   2.4    
  36   3   38,900,000   5.2    
  60   6   194,650,000   26.1    
  Total:   14   $279,981,250   37.6 %  
  Weighted Average   49 months            
                   
SEASONING  
  Seasoning (months)   Number of
Mortgage
Loans
  Aggregate Cut-
off Date Balance
  Percent by
Aggregate Cut-
off Date Pool
Balance (%)
 
  0   20   $392,675,000   52.7 %  
  1   13   262,144,364   35.2    
  2   2   63,570,000   8.5    
  4   1   25,000,000   3.4    
  12   1   1,422,415   0.2    
  Total:   37   $744,811,779   100.0 %  
  Weighted Average   1 month            


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

 

 

  

Wells Fargo Commercial Mortgage Trust 2017-C42 Certain Terms and Conditions

 

V.Certain Terms and Conditions

 

Allocation Between the RR Interest and the Non-Retained Certificates: Amounts available for distributions to the holders of the Certificates (including the RR Interest) will be allocated between amounts available for distribution to the holders of the RR Interest, on the one hand, and to all other Certificates, referred to herein as the “Non-Retained Certificates”, on the other hand. The portion of such amount allocable to (a) the RR Interest will at all times be the product of such amount multiplied by 5% and (b) the Non-Retained Certificates will at all times be the product of such amount multiplied by 95% (each, the respective “Percentage Allocation Entitlement”).
Interest Entitlements: The interest entitlement of each Class of Non-Retained Certificates on each Distribution Date generally will be the interest accrued during the related Interest Accrual Period on the related Certificate Balance or Notional Amount at the related pass-through rate, net of any prepayment interest shortfalls allocated to that Class for such Distribution Date as described below.  If prepayment interest shortfalls arise from voluntary prepayments (without Master Servicer consent) on particular non-specially serviced loans during any collection period, the Master Servicer is required to make a compensating interest payment to offset those shortfalls, generally up to an amount equal to the portion of its master servicing fees that accrue at 0.25 basis points per annum.  The remaining amount of prepayment interest shortfalls will be allocated between the RR Interest, on the one hand, and the Non-Retained Certificates, on the other hand, in accordance with their respective Percentage Allocation Entitlements.  The prepayment interest shortfalls allocated to the Non-Retained Certificates (other than the Class V and R Certificates) will be allocated among such Classes of Certificates entitled to interest, on a pro rata basis, based on their respective amounts of accrued interest for the related Distribution Date, to reduce the interest entitlement on each such class of Certificates.  If a Class receives less than the entirety of its interest entitlement on any Distribution Date, then the shortfall (excluding any shortfall due to prepayment interest shortfalls), together with interest thereon, will be added to its interest entitlement for the next succeeding Distribution Date.
Aggregate Principal Distribution Amount: The Aggregate Principal Distribution Amount for each Distribution Date generally will be the aggregate amount of principal received or advanced in respect of the mortgage loans, net of any non-recoverable advances and interest thereon and workout-delayed reimbursement amounts that are reimbursed to the Master Servicer, the Special Servicer or the Trustee during the related collection period.  Non-recoverable advances and interest thereon are reimbursable from principal collections and advances before reimbursement from other amounts.  Workout-delayed reimbursement amounts are reimbursable from principal collections.  The Non-Retained Certificates will be entitled to the portion of the Aggregate Principal Distribution Amount equal to their Percentage Allocation Entitlement, which is referred to herein as the “Principal Distribution Amount”.
Subordination, Allocation of Losses and Certain Expenses The chart below describes the manner in which the payment rights of certain Classes of Non-Retained Certificates will be senior or subordinate, as the case may be, to the payment rights of other Classes of Non-Retained Certificates. The chart also shows the allocation between the RR Interest and the Non-Retained Certificates and the corresponding entitlement to receive principal and/or interest of certain Classes of Non-Retained Certificates (other than excess interest that accrues on each mortgage loan that has an anticipated repayment date) on any distribution date in descending order. It also shows the manner in which losses are allocated between the RR Interest and the Non-Retained Certificates and the manner in which the Non- Retained Certificate allocations are further allocated to certain Classes of those Certificates in ascending order (beginning with the Non-Offered Certificates, other than the Class V and R certificates and the RR Interest) to reduce the balance of each such class to zero; provided that no principal payments or mortgage loan losses will be allocated to the Class X-A, X-BP, X-B, X-D, X-E, X-F, V or R Certificates, although principal payments and losses may reduce the notional amounts of the Class X-A, X-BP, X-B, X-D, X-E and X-F certificates and, therefore, the amount of interest they accrue.

 

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

 

 

Wells Fargo Commercial Mortgage Trust 2017-C42 Certain Terms and Conditions

 

 

 

  (FLOW CHART)
   
(1)The Class X-A, X-BP, X-B, X-D, X-E and X-F Certificates are interest-only certificates.
(2)The Class X-D, X-E and X-F Certificates and the RR Interest are Non-Offered Certificates.
(3)Other than the Class X-D, X-E, X-F, V and R Certificates and the RR Interest.

 

Distributions: On each Distribution Date, funds available for distribution from the mortgage loans, net of specified trust fees, expenses and reimbursements that are allocable to the Non-Retained Certificates will generally be distributed in the following amounts and order of priority (in each case to the extent of remaining available funds):
 

1.   Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class A-BP, Class X-A, Class X-BP, Class X-B, Class X-D, Class X-E and Class X-F certificates, in respect of interest, concurrently, as follows:

 

(A)       to the Class A-1, Class A-2, Class A-SB, Class A-3 and Class A-4 certificates, from the portion of funds available for distribution attributable to the Group 1 Assets for such distribution date, up to an amount equal to, and pro rata in accordance with, the interest entitlements for those classes;

 

(B)       to the Class A-BP certificates, from the portion of funds available for distribution attributable to the BP Freely Prepayable Note for such distribution date, up to an amount equal to the interest entitlement for that class; and

 

(C)       to the Class X-A, Class X-BP, Class X-B, Class X-D, Class X-E and Class X-F certificates, from the portion of funds available for distribution attributable to all of the mortgage loans for such distribution date, without regard to asset groups, up to an amount equal to, and pro rata in accordance with, the interest entitlements for those classes.

 

However, if on any distribution date, the funds available for distribution are insufficient to pay in full the total amount of interest to be paid to any of the classes described above, the funds available for distribution will be allocated among all those classes up to an amount equal to, and pro rata in accordance with, the interest entitlements for those classes, without regard to asset groups.

 

 

2.    Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4 and Class A-BP certificates, to the extent of funds available for distribution of principal, in reduction of the then-outstanding certificate balances of those classes, in the following priority: (A) to the Class A-1, Class A-2, Class A-SB, Class A-3 and Class A-4 certificates, to the extent of

 

 

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

 

 

Wells Fargo Commercial Mortgage Trust 2017-C42 Certain Terms and Conditions

 

 

funds allocable to principal attributable to the Group 1 Assets and, after certificate balance of the Class A-BP certificates has been reduced to zero, the remaining funds allocable to principal attributable to the BP Freely Prepayable Note, as follows: (i) first, to principal on the Class A-SB Certificates, until their Certificate Balance is reduced to the Class A-SB Planned Principal Balance for such Distribution Date; (ii) second, to principal on the Class A-1 Certificates until their Certificate Balance is reduced to zero; (iii) third, to principal on the Class A-2 Certificates until their Certificate Balance is reduced to zero; (iv) fourth, to principal on the Class A-3 Certificates, until their Certificate Balance is reduced to zero; (v) fifth, to principal on the Class A-4 Certificates until their Certificate Balance is reduced to zero; and (vi) sixth, to principal on the Class A-SB Certificates until their Certificate Balance is reduced to zero; and (B) to the Class A-BP certificates, to the extent of funds allocable to principal attributable to the BP Freely Prepayable Note and, after the certificate balances of the Class A-1, Class A-2, Class A-SB, Class A-3 and Class A-4 certificates have been reduced to zero, the remaining funds attributable to the Group 1 Assets until the certificate balance of the Class A-BP certificates has been reduced to zero.

 

However, if the certificate balances of each class of certificates other than the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4 and Class A-BP certificates and the RR Interest have been reduced to zero, funds available for distributions of principal will be distributed to the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4 and Class A-BP certificates, pro rata, based on their respective certificate balances and without regard to the Class A-SB scheduled principal balance or asset groups.

  3.   Class A-1, A-2, A-SB, A-3, A-4 and Class A-BP Certificates: To reimburse the holders of the Class A-1, A-2, A-SB, A-3, A-4 and Class A-BP Certificates, pro rata, on the basis of previously allocated unreimbursed losses, for any previously unreimbursed losses (plus interest thereon) on the mortgage loans that were previously allocated in reduction of the Certificate Balances of such Classes.
 

4.    Class A-S Certificates: To make distributions on the Class A-S Certificates as follows: (a) first, to interest on the Class A-S Certificates in the amount of the interest entitlement for that Class; (b) next, to the extent of the portion of the Principal Distribution Amount remaining after distributions in respect of principal to each Class with a higher distribution priority (in this case, the Class A-1, A-2, A-SB, A-3, A-4 and A-BP Certificates), to principal on the Class A-S Certificates until their Certificate Balance is reduced to zero; and (c) next, to reimburse the holders of the Class A-S Certificates for any previously unreimbursed losses (plus interest thereon) on the mortgage loans that were previously allocated to that Class in reduction of their Certificate Balance.

 

5.    Class B Certificates: To make distributions on the Class B Certificates as follows: (a) first, to interest on the Class B Certificates in the amount of the interest entitlement for that Class; (b) next, to the extent of the portion of the Principal Distribution Amount remaining after distributions in respect of principal to each Class with a higher distribution priority (in this case, the Class A-1, A-2, A-SB, A-3, A-4, A-BP and A-S Certificates), to principal on the Class B Certificates until their Certificate Balance is reduced to zero; and (c) next, to reimburse the holders of the Class B Certificates for any previously unreimbursed losses (plus interest thereon) on the mortgage loans that were previously allocated to that Class in reduction of their Certificate Balance.

 

6.    Class C Certificates: To make distributions on the Class C Certificates as follows: (a) first, to interest on the Class C Certificates in the amount of the interest entitlement for that Class; (b) next, to the extent of the portion of the Principal Distribution Amount remaining after distributions in respect of principal to each Class with a higher distribution priority (in this case, the Class A-1, A-2, A-SB, A-3, A-4, A-BP, A-S and B Certificates), to principal on the Class C Certificates until their Certificate Balance is reduced to zero; and (c) next, to reimburse the holders of the Class C Certificates for any previously unreimbursed losses (plus interest thereon) on the mortgage loans that were previously allocated to that Class in reduction of their Certificate Balance.

 

7.    After the Class A-1, A-2, A-SB, A-3, A-4, A-BP, A-S, B and C Certificates are paid all amounts to which they are entitled, the remaining funds available for distribution will be used to pay interest, principal and loss reimbursement amounts on the Class D, E, F and G Certificates sequentially in that order in a manner analogous to the Class C Certificates.

 

 

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

 

22

 

 

Wells Fargo Commercial Mortgage Trust 2017-C42 Certain Terms and Conditions

 

Allocation of Yield Maintenance and Prepayment Premiums:

If any yield maintenance charge or prepayment premium is collected during any particular collection period with respect to any mortgage loan, then on the Distribution Date corresponding to that collection period, the certificate administrator will pay that yield maintenance charge or prepayment premium (net of liquidation fees payable therefrom) in the following manner: (x)(1) to each of the Class A-1, A-2, A-SB, A-3, A-4, A-S, B, C and D Certificates, the product of (a) the Non-Retained Certificates’ Percentage Allocation Entitlement of the yield maintenance charge or prepayment premium, (b) the related Base Interest Fraction (as defined in the Preliminary Prospectus) for such Class, and (c) a fraction, the numerator of which is equal to the amount of principal distributed to such Class for that Distribution Date, and the denominator of which is the total amount of principal distributed to all Principal Balance Certificates (other than the Class A-BP Certificates and the RR Interest) for that Distribution Date, (2) to the Class X-A Certificates, the excess, if any, of (a) the product of (i) the Non-Retained Certificates’ Percentage Allocation Entitlement of such yield maintenance charge or prepayment premium and (ii) a fraction, the numerator of which is equal to the amount of principal distributed to the Class A-1, A-2, A-SB, A-3 and A-4 Certificates for that Distribution Date, and the denominator of which is the total amount of principal distributed to all Principal Balance Certificates (other than the Class A-BP Certificates and the RR Interest) for that Distribution Date, over (b) the amount of such yield maintenance charge or prepayment premium distributed to the Class A-1, A-2, A-SB, A-3 and A-4 Certificates as described above, and (3) to the Class X-B Certificates, any remaining portion of the Non-Retained Percentage of such yield maintenance charge or prepayment premium not distributed as described above and (y) to the RR Interest, its Percentage Allocation Entitlement of the yield maintenance charges or prepayment premiums.

 

No prepayment premiums or yield maintenance charges will be distributed to the holders of the Class A-BP, X-BP, X-D, X-E, X-F, E, F, G, V or R certificates. For a description of when prepayment premiums and yield maintenance charges are generally required on the mortgage loans, see Annex A-1 to the Preliminary Prospectus. See also “Risk Factors—Risks Relating to the Mortgage Loans—Risks Relating to Enforceability of Yield Maintenance Charges, Prepayment Premiums or Defeasance Provisions” and “Risk Factors—Other Risks Relating to the Certificates—Your Yield May Be Affected by Defaults, Prepayments and Other Factors” in the Preliminary Prospectus. Prepayment premiums and yield maintenance charges will be distributed on each Distribution Date only to the extent they are actually received on the mortgage loans as of the related Determination Date.

 

Realized Losses:

The Certificate Balances of the Class A-1, A-2, A-SB, A-3, A-4, A-BP, A-S, B, C, D, E, F and G Certificates will be reduced without distribution on any Distribution Date as a write-off to the extent of the Non-Retained Certificates’ Percentage Allocation Entitlement of any losses realized on the mortgage loans allocated to such Class on such Distribution Date. Such losses will be applied in the following order, in each case until the related Certificate Balance is reduced to zero: first, to the Class G Certificates; second, to the Class F Certificates; third, to the Class E Certificates; fourth, to the Class D Certificates; fifth, to the Class C Certificates; sixth to the Class B Certificates; seventh to the Class A-S Certificates; and, finally, pro rata, to the Class A-1, A-2, A-SB, A-3, A-4 and A-BP Certificates based on their outstanding Certificate Balances.

 

The notional amount of the Class X-A Certificates will be reduced by the amount of all losses that are allocated to the Class A-1, A-2, A-SB, A-3 or A-4 Certificates as write-offs in reduction of their Certificate Balances. The notional amount of the Class X-BP Certificates will be reduced by the amount of all losses that are allocated to the Class A-BP Certificates as write-offs in reduction of its Certificate Balance. The notional amount of the Class X-B Certificates will be reduced by the amount of all losses that are allocated to the Class A-S, B or C Certificates as write-offs in reduction of their Certificate Balances. The notional amount of the Class X-D Certificates will be reduced by the amount of all losses that are allocated to the Class D Certificates as write-offs in reduction of its Certificate Balance. The notional amount of the Class X-E Certificates will be reduced by the amount of all losses that are allocated to the Class E Certificates as write-offs in reduction of their Certificate Balance. The notional amount of the Class X-F Certificates will be reduced by the amount of all losses that are allocated to the Class F Certificates as write-offs in reduction of their Certificate Balance.

 

P&I Advances: The Master Servicer or, if the Master Servicer fails to do so, the Trustee, will be obligated to advance delinquent debt service payments (other than balloon payments, excess interest and default interest) and assumed debt service payments on mortgage loans with delinquent balloon payments (excluding any related companion loan), except to the extent any such advance is deemed non-recoverable from collections on the related mortgage loan.  In addition, if an Appraisal Reduction Amount exists for a given mortgage loan, the interest portion of any

 

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

 

 

Wells Fargo Commercial Mortgage Trust 2017-C42 Certain Terms and Conditions

 

  P&I advance for such mortgage loan will be reduced, which will have the effect of reducing the amount of interest available for distribution to the Certificates, which with respect to the Non-Retained Certificates will be applied in reverse alphabetical order of their Class designations (except that interest payments on the Class A-1, A-2, A-SB, A-3, A-4, A-BP, X-A, X-BP, X-B, X-D, X-E and X-F Certificates would be affected on a pari passu basis).
Servicing Advances: The Master Servicer or, if the Master Servicer fails to do so, the Trustee, will be obligated to make servicing advances, including the payment of delinquent property taxes, insurance premiums and ground rent, except to the extent that those advances are deemed non-recoverable from collections on the related mortgage loan. The Master Servicer or the Trustee, as applicable, will have the primary obligation to make any required servicing advances with respect to any serviced whole loan. With respect to any non-serviced whole loan, the master servicer or trustee, as applicable, under the related lead securitization servicing agreement will have the primary obligation to make any required servicing advances with respect to such non-serviced whole loan.

Appraisal Reduction 

Amounts and Collateral Deficiency Amounts:

 

An Appraisal Reduction Amount generally will be created in the amount, if any, by which the principal balance of a required appraisal loan (which is a mortgage loan with respect to which certain defaults, modifications or insolvency events have occurred as further described in the Preliminary Prospectus) plus other amounts overdue or advanced in connection with such mortgage loan exceeds 90% of the appraised value of the related mortgaged property plus certain escrows and reserves (including letters of credit) held with respect to the mortgage loan. With respect to any whole loan, any Appraisal Reduction Amount will be allocated first to the related subordinate companion loan, if any, and then to the related mortgage loan and the related pari passu companion loan(s).

 

A mortgage loan will cease to be a required appraisal loan when the same has ceased to be a specially serviced loan (if applicable), has been brought current for at least three consecutive months and no other circumstances exist that would cause such mortgage loan to be a required appraisal loan.

 

A Collateral Deficiency Amount will exist with respect to any mortgage loan that is modified into an AB loan structure and remains a corrected mortgage loan and will generally equal the excess of (i) the stated principal balance of such AB modified loan (taking into account the related junior note(s) and any pari passu notes included therein), over (ii) the sum of (in the case of a whole loan, solely to the extent allocable to the subject mortgage loan) (x) the most recent appraised value of the related mortgaged property plus (y) solely to the extent not reflected or taken into account in such appraised value and to the extent on deposit with, or otherwise under the control of, the lender as of the date of such determination, any capital or additional collateral contributed by the related borrower at the time the mortgage loan (and as part of the modification thereto) became an AB modified loan plus (z) any other escrows or reserves (in addition to any amounts set forth in the immediately preceding clause (y)) held with respect to the mortgage loan as of the date of such determination.

 

A Cumulative Appraisal Reduction Amount with respect to any mortgage loan will be the sum of any Appraisal Reduction Amount and any Collateral Deficiency Amount.

 

Appraisal Reduction Amounts will affect the amount of debt service advances in respect of the related mortgage loan. Additionally, Cumulative Appraisal Reduction Amounts will be taken into account in the determination of the identity of the Class whose majority constitutes the “majority controlling class certificateholder” and is entitled to appoint the directing certificateholder.

 

Clean-Up Call and Exchange 

Termination:

 

On each Distribution Date occurring after the aggregate unpaid principal balance of the pool of mortgage loans is less than 1.0% of the principal balance of the mortgage loans as of the cut-off date, certain specified persons will have the option to purchase all of the remaining mortgage loans (and the trust’s interest in all property acquired through exercise of remedies in respect of any mortgage loan) at the price specified in the Preliminary Prospectus. Exercise of the option will terminate the trust and retire the then-outstanding certificates.

 

If the aggregate Certificate Balances of each of the Class A-1, A-2, A-SB, A-3, A-4, A-BP, A-S, B, C and D Certificates have been reduced to zero, the trust may also be terminated in connection with an exchange of all the then-outstanding certificates (other than the Class R Certificates and the RR Interest) for the mortgage loans and REO properties then remaining in the issuing entity, subject to payment of a price specified in the Preliminary Prospectus, but all of the holders of those outstanding Classes (other than the Class V and R Certificates and RR Interest) of certificates would have to voluntarily participate in the exchange.

 

 

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

 

 

Wells Fargo Commercial Mortgage Trust 2017-C42 Certain Terms and Conditions

 

Liquidation Loan Waterfall: Following the liquidation of any loan or property, the net liquidation proceeds generally will be applied (after reimbursement of advances and certain trust fund expenses), first, as a recovery of accrued interest, other than delinquent interest that was not advanced as a result of Appraisal Reduction Amounts, second, as a recovery of principal until all principal has been recovered, and then as a recovery of delinquent interest that was not advanced as a result of Appraisal Reduction Amounts. Please see “Description of the Certificates—Distributions—Application Priority of Mortgage Loan Collections or Whole Loan Collections” in the Preliminary Prospectus.
Control Eligible Certificates: The Class E, F and G Certificates.
Directing Certificateholder/ Controlling Class:

A directing certificateholder may be appointed by the “majority controlling class certificateholder”, which will be the holder(s) of a majority of the “controlling class”, which means the most subordinate class of Certificates among the Control Eligible Certificates.

 

The “Controlling Class” will be, as of any time of determination, the most subordinate class of Control Eligible Certificates then outstanding that has an aggregate Certificate Balance (as notionally reduced by any Allocated Cumulative Appraisal Reduction Amounts allocable to such class(es)) at least equal to 25% of the initial Certificate Balance of that class; provided, however, that if at any time the Certificate Balances of the certificates other than the Control Eligible Certificates and the RR Interest have been reduced to zero as a result of principal payments on the Mortgage Loans, then the Controlling Class will be the most subordinate class of Control Eligible Certificates that has a Certificate Balance greater than zero without regard to any Allocated Cumulative Appraisal Reduction Amounts. The Controlling Class as of the Closing Date will be the Class G Certificates.

 

Control and Consultation:

The rights of various parties to replace the Special Servicer and approve or consult with respect to major actions of the Special Servicer will vary according to defined periods.

 

A “Control Termination Event” will occur when (i) the Class E Certificates have a Certificate Balance (taking into account the application of any Allocated Cumulative Appraisal Reduction Amounts to notionally reduce the Certificate Balance of such class) of less than 25% of the initial Certificate Balance of that class or (ii) a holder of the Class E Certificates is the majority Controlling Class Certificateholder and has irrevocably waived its right, in writing, to exercise any of the rights of the Controlling Class Certificateholder and such rights have not been reinstated to a successor controlling class certificateholder as described below; provided, however, that a Control Termination Event will not be deemed continuing in the event that the Certificate Balances of the certificates other than the Control Eligible Certificates and the RR Interest have been reduced to zero as a result of principal payments on the Mortgage Loans.

 

A “Consultation Termination Event” will occur when (i) there is no class of Control Eligible Certificates that has a then-outstanding Certificate Balance at least equal to 25% of the initial Certificate Balance of that class, in each case, without regard to the application of any Allocated Cumulative Appraisal Reduction Amounts; or (ii) a holder of a majority of the Class E Certificates is the majority Controlling Class Certificateholder and has irrevocably waived its right, in writing, to exercise any of the rights of the Controlling Class Certificateholder and such rights have not been reinstated to a successor controlling class certificateholder pursuant to the terms of the WFCM 2017-C42 pooling and servicing agreement; provided that no Consultation Termination Event resulting solely from the operation of clause (ii) will be deemed to have existed or be in continuance with respect to a successor holder of the Class E Certificates that has not irrevocably waived its right to exercise any of the rights of the Controlling Class Certificateholder; provided, however, that a Consultation Termination Event will not be deemed continuing in the event that the Certificate Balances of the certificates other than the Control Eligible Certificates and the RR Interest have been reduced to zero as a result of principal payments on the Mortgage Loans.

 

If no Control Termination Event has occurred and is continuing, except with respect to the Excluded Loans (as defined below) with respect to the directing certificateholder and except with respect to Servicing Shift Whole Loans (as defined below) (i) the directing certificateholder will be entitled to grant or withhold approval of asset status reports prepared, and material servicing actions proposed, by the Special Servicer, and (ii) the directing certificateholder will be entitled to terminate and replace the Special Servicer with or without cause, and appoint itself or another person as the successor special servicer. It will be a condition to such appointment that Fitch, KBRA and Moody’s (and any Rating Agency rating any securities backed by any pari passu companion loan(s) serviced under this transaction) confirm that the appointment would not result in a qualification, downgrade or withdrawal of any of their then-current ratings of certificates (and any certificates backed by any pari passu companion loan(s) serviced under this transaction).

 

 

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

 

 

Wells Fargo Commercial Mortgage Trust 2017-C42 Certain Terms and Conditions

 

   

If a Control Termination Event has occurred and is continuing but no Consultation Termination Event has occurred and is continuing, the Special Servicer will be required to consult with the directing certificateholder (other than with respect to Excluded Loans as to such party and except with respect to Servicing Shift Whole Loans (as defined below)) and the Operating Advisor in connection with asset status reports and material special servicing actions.

 

If a Consultation Termination Event has occurred and is continuing, the Special Servicer must seek to consult with the Operating Advisor in connection with asset status reports and material special servicing actions, and, in general, no directing certificateholder will be recognized or have any right to terminate the Special Servicer or approve, direct or consult with respect to servicing matters.

 

With respect to each serviced whole loan that is not a Servicing Shift Whole Loan, the rights of the directing certificateholder described above will be subject to the consultation rights of the holders of the related pari passu companion loans. Those consultation rights will generally extend to asset status reports and material special servicing actions involving the related whole loan, will be as set forth in the related intercreditor agreement, and will be in addition to the rights of the directing certificateholder in this transaction described above.

 

With respect to each whole loan marked with footnote (4) under “IV. Characteristics of the Mortgage Pool—B. Summary of the Whole Loans” (each, a “Servicing Shift Whole Loan”), prior to the applicable Servicing Shift Securitization Date, the holder of the related controlling pari passu companion loan will have certain control rights regarding the servicing of the related whole loan under the WFCM 2017-C42 pooling and servicing agreement, including the right to approve or disapprove various material servicing actions involving the related whole loan.

 

With respect to (x) each non-serviced whole loan and (y) each Servicing Shift Whole Loan after its related Servicing Shift Securitization Date, the applicable servicing agreement for the related controlling pari passu companion loan(s) generally grants (or will grant) the directing certificateholder under the related securitization control rights that may include the right to approve or disapprove various material servicing actions involving the related whole loan. The directing certificateholder for this securitization (so long as no Consultation Termination Event has occurred and is occurring) generally will nonetheless have the right to be consulted on a non-binding basis with respect to such actions. For purposes of the servicing of any such whole loan contemplated by this paragraph, the occurrence and continuance of a Control Termination Event or Consultation Termination Event under this securitization will not limit the control or other rights of the directing certificateholder (or equivalent) under the securitization of the related controlling pari passu companion loan(s).

 

The control rights and consent and consultation rights described in the three preceding paragraphs are subject to various limitations, conditions and exceptions as described in the Preliminary Prospectus.

 

Notwithstanding any contrary description set forth above, in the event that, with respect to any mortgage loan, if the majority controlling class certificateholder or the directing certificateholder is a Borrower Party, the majority controlling class certificateholder and the directing certificateholder will have no right to receive asset status reports or such other information as may be specified in the WFCM 2017-C42 pooling and servicing agreement, to grant or withhold approval of, or consult with respect to, asset status reports prepared, and material servicing actions proposed, by the Special Servicer, with respect to such mortgage loan, and such mortgage loan will be referred to as an “Excluded Loan” as to such party.

 

In addition, notwithstanding any contrary description set forth above, in the event that, with respect to any mortgage loan, a controlling class certificateholder is a Borrower Party, such controlling class certificateholder will have no right to receive asset status reports or such other information as may be specified in the WFCM 2017-C42 pooling and servicing agreement with respect to such mortgage loan, and such controlling class certificateholder will be referred to as an “excluded controlling class holder”.

 

“Borrower Party” means a borrower, a mortgagor or a manager of a mortgaged property, an Accelerated Mezzanine Loan Lender, or any Borrower Party Affiliate. “Accelerated Mezzanine Loan Lender” means a mezzanine lender under a mezzanine loan that has been accelerated or as to which foreclosure or enforcement proceedings have been commenced against the equity collateral pledged to secure such mezzanine loan. “Borrower Party Affiliate” means, with respect to a borrower, a mortgagor, a manager of a Mortgaged Property or an Accelerated Mezzanine Loan Lender, (x) any other person controlling or controlled by or under common control with such borrower, mortgagor, manager or Accelerated Mezzanine Loan Lender, as applicable, or (y) any other person owning, directly or indirectly, 25% or more of the beneficial interests in such borrower, mortgagor, manager or Accelerated Mezzanine Loan Lender.

 

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

 

26

 

 

Wells Fargo Commercial Mortgage Trust 2017-C42 Certain Terms and Conditions

 

Risk Retention Consultation Party:

A risk retention consultation party may be appointed by the holder or holders of more than 50% of the RR Interest, by Certificate Balance. The majority RR Interest holder will have a continuing right to appoint, remove or replace the risk retention consultation party in its sole discretion. This right may be exercised at any time and from time to time.

 

Except with respect to an Excluded Loan as to such party, the risk retention consultation party will be entitled to consult with the Special Servicer, upon request of the risk retention consultation party, with respect to certain material servicing actions proposed by the Special Servicer.

 

Replacement of Special Servicer:

If a Control Termination Event has occurred and is continuing, the Special Servicer (other than with respect to a Servicing Shift Whole Loan) may be removed and replaced without cause upon the affirmative direction of certificate owners holding not less than 66-2/3% of a certificateholder quorum, following a proposal from certificate owners holding not less than 25% of the appraisal-reduced voting rights of all Certificates. The certificateholders who initiate a vote on a termination and replacement of the Special Servicer without cause must cause Fitch, KBRA and Moody’s to confirm the then-current ratings of the certificates (or decline to review the matter) and cause the payment of the fees and expenses incurred in the replacement. If no Control Termination Event has occurred and is continuing, the Special Servicer (other than with respect to a Servicing Shift Whole Loan) may be replaced by the directing certificateholder, subject to Fitch, KBRA and Moody’s (and any Rating Agency rating any securities backed by any pari passu companion loan(s) serviced under this transaction) confirming the then-current ratings of the Certificates (and any certificates backed by any pari passu companion loans serviced under this transaction) or declining to review the matter.

 

In addition, if at any time the Operating Advisor determines, in its sole discretion exercised in good faith, that (i) the Special Servicer is not performing its duties as required under the pooling and servicing agreement in accordance with the Servicing Standard and (ii) the replacement of the Special Servicer would be in the best interest of the Certificateholders as a collective whole, then, the Operating Advisor will have the right to recommend the replacement of the Special Servicer and will submit its formal recommendation to the Trustee and the Certificate Administrator (along with its rationale, its proposed replacement special servicer and other relevant information justifying its recommendation).

 

The Operating Advisor’s recommendation to replace the Special Servicer must be confirmed by an affirmative vote of holders of Principal Balance Certificates evidencing at least a majority of a quorum of certificateholders (which, for this purpose, is the holders of Principal Balance Certificates that (i) evidence at least 20% of the Voting Rights (taking into account the application of any appraisal reduction amounts to notionally reduce the respective Certificate Balances) of all Principal Balance Certificates on an aggregate basis, and (ii) consist of at least three Certificateholders or certificate owners that are not affiliated with each other). In the event the holders of Principal Balance Certificates evidencing at least a majority of a quorum of Certificateholders elect to remove and replace the Special Servicer (which requisite affirmative votes must be received within 180 days of the posting of the notice of the Operating Advisor’s recommendation to replace the Special Servicer to the Certificate Administrator’s website), the Certificate Administrator will be required to receive a Rating Agency Confirmation from each of the Rating Agencies at that time.

 

Excluded Special Servicer: In the event that, with respect to any mortgage loan, the Special Servicer is a Borrower Party, the Special Servicer will be required to resign as special servicer of such mortgage loan (referred to as an “excluded special servicer loan”). If no Control Termination Event has occurred and is continuing, the directing certificateholder will be entitled to appoint (and may replace with or without cause) a separate special servicer that is not a Borrower Party (referred to as an “excluded special servicer”) with respect to such excluded special servicer loan unless such excluded special servicer loan is also an excluded loan.  Otherwise, upon resignation of the Special Servicer with respect to an excluded special servicer loan, the resigning Special Servicer will be required to appoint the excluded special servicer.
Appraisal Remedy: If the Class of Certificates comprising the controlling class loses its status as controlling class because of the application of an Appraisal Reduction Amount or Collateral Deficiency Amount, the holders of a majority of the voting rights of such Class may require the Special Servicer to order a second appraisal for any mortgage loan in respect of which an Appraisal Reduction Amount or Collateral Deficiency Amount has been applied.  The Special Servicer must thereafter determine whether, based on its assessment of such second appraisal, any recalculation of the Appraisal Reduction Amount or Collateral Deficiency Amount is warranted. Such Class will not be able to exercise any direction, control, consent and/or similar rights of

 

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

 

 

Wells Fargo Commercial Mortgage Trust 2017-C42 Certain Terms and Conditions

 

  the controlling class unless and until reinstated as the controlling class through such determination; and pending such determination, the rights of the controlling class will be exercised by the Control Eligible Certificates, if any, that would be the controlling class taking into account the subject appraisal reduction amount.
   
Sale of Defaulted Assets:

There will be no “fair value” purchase option. Instead, the WFCM 2017-C42 pooling and servicing agreement will authorize the Special Servicer to sell defaulted mortgage loans serviced by such Special Servicer to the highest bidder in a manner generally similar to sales of REO properties.

 

The sale of a defaulted loan (other than a non-serviced whole loan) for less than par plus accrued interest and certain other fees and expenses owed on the loan will be subject to consent or consultation rights of the directing certificateholder and/or Operating Advisor, as described in the Preliminary Prospectus. Generally speaking, the directing certificateholder for any securitization holding a pari passu companion loan will have consent and/or consultation rights as the holder of an interest in the related mortgage loan, as described in the Preliminary Prospectus.

 

With respect to (x) any serviced whole loan and (y) any Servicing Shift Whole Loan prior to its Servicing Shift Securitization Date, if such whole loan becomes a defaulted loan under the WFCM 2017-C42 pooling and servicing agreement, the Special Servicer will generally be required to sell both the mortgage loan and the related pari passu companion loan(s) as a single whole loan. If the subject whole loan includes one or more subordinate companion loans, those subordinate companion loans may be included in such sale as well.

 

With respect to (x) each non-serviced whole loan and (y) each Servicing Shift Whole Loan after its related Servicing Shift Securitization Date, the applicable servicing agreement governing the servicing of such whole loan generally will provide that, if the related pari passu companion loan(s) serviced under such agreement become a defaulted loan under such servicing agreement, then the related special servicer may offer to sell to any person (or may offer to purchase) for cash such whole loan during such time as such applicable pari passu companion loan(s) constitute a defaulted loan under such servicing agreement. Generally speaking, in connection with any such sale, the related special servicer is required to sell both the mortgage loan and the related pari passu companion loan(s) as a whole loan. The directing certificateholder for this securitization generally will have consent and/or consultation rights as the holder of an interest in the related mortgage loan, as described in the Preliminary Prospectus. If the subject whole loan includes one or more subordinate companion loans, those subordinate companion loans may be included in such sale as well.

 

The procedures for the sale of any whole loan that becomes a defaulted whole loan, and any associated consultation rights, are subject to various limitations, conditions and exceptions as described in the Preliminary Prospectus.

 

“As-Is” Appraisals: Appraisals must be conducted on an “as-is” basis, and must be no more than 12 months old, for purposes of determining Appraisal Reduction Amounts and market value in connection with REO sales.  Required appraisals may consist of updates of prior appraisals.  Internal valuations by the Special Servicer are permitted if the principal balance of a mortgage loan is less than $2,000,000.
Operating Advisor:

The Operating Advisor will perform certain review duties if a Control Termination Event has occurred and is continuing, which will generally include a limited annual review of, and the delivery of a report regarding, certain actions of the Special Servicer with respect to the resolution and/or liquidation of specially serviced loans to the Certificate Administrator. The review and report generally will be based on any asset status reports and additional information delivered to the Operating Advisor by the Special Servicer. In addition, if a Control Termination Event has occurred and is continuing, the Special Servicer must seek to consult with the Operating Advisor (in addition to the directing certificateholder if no Consultation Termination Event has occurred and is continuing) in connection with material special servicing actions with respect to specially serviced loans. Furthermore, under certain circumstances, but only if a Consultation Termination Event has occurred and is continuing, the Operating Advisor may recommend the replacement of the Special Servicer, in which case the Certificate Administrator will deliver notice of such recommendation to the certificateholders, and certificateholders with specified percentages of the voting rights may direct the replacement of the Special Servicer at their expense.

 

If a Consultation Termination Event has occurred and is continuing, the Operating Advisor may be removed and replaced without cause upon the affirmative direction of certificate owners

 

 

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

 

 

Wells Fargo Commercial Mortgage Trust 2017-C42 Certain Terms and Conditions

 

 

holding at least 75% of the appraisal-reduced voting rights of all Principal Balance Certificates, following a proposal from certificate owners holding not less than 25% of the appraisal-reduced voting rights of all certificates. The certificateholders who initiate a vote on a termination and replacement of the Operating Advisor without cause must cause Fitch, KBRA and Moody’s to confirm the then-current ratings of the certificates (or decline to review the matter) and cause the payment of the fees and expenses incurred in the replacement. The Operating Advisor generally may be discharged from its duties if and when the Class A-1, A-2, A-SB, A-3, A-4, A-BP, A-S, B, C and D Certificates are retired.

 

Asset Representations Reviewer:

The Asset Representations Reviewer will be required to review certain delinquent mortgage loans after a specified delinquency threshold has been exceeded (an “Asset Review Trigger”) and the required percentage of certificateholders vote to direct a review of such delinquent loans. An Asset Review Trigger will occur when either (1) mortgage loans with an aggregate outstanding principal balance of 25.0% or more of the aggregate outstanding principal balance of all of the mortgage loans (including any REO loans (or a portion of any REO loan in the case of a whole loan) held by the issuing entity as of the end of the applicable collection period are delinquent loans or (2) at least 15 mortgage loans are delinquent loans as of the end of the applicable collection period and the outstanding principal balance of such delinquent loans in the aggregate constitutes at least 20.0% of the aggregate outstanding principal balance of all of the mortgage loans (including any REO loans (or a portion of any REO loan in the case of a whole loan)) held by the issuing entity as of the end of the applicable collection period. See “Pooling and Servicing Agreement—The Asset Representations Reviewer—Asset Review” in the Preliminary Prospectus.

 

The Asset Representations Reviewer may be terminated and replaced without cause. Upon (i) the written direction of certificateholders evidencing not less than 25% of the voting rights (without regard to the application of any Appraisal Reduction Amounts) requesting a vote to terminate and replace the Asset Representations Reviewer with a proposed successor Asset Representations Reviewer that is an eligible asset reviewer, and (ii) payment by such holders to the certificate administrator of the reasonable fees and expenses to be incurred by the certificate administrator in connection with administering such vote, the certificate administrator will promptly provide notice to all certificateholders and the Asset Representations Reviewer of such request by posting such notice on its internet website, and by mailing such notice to all certificateholders and the Asset Representations Reviewer. Upon the written direction of certificateholders evidencing at least 75% of a certificateholder quorum (without regard to the application of any Appraisal Reduction Amounts), the Trustee will terminate all of the rights and obligations of the Asset Representations Reviewer under the WFCM 2017-C42 pooling and servicing agreement by written notice to the Asset Representations Reviewer, and the proposed successor Asset Representations Reviewer will be appointed. See “Pooling and Servicing Agreement—The Asset Representations Reviewer” 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.

 

29

 

 

Wells Fargo Commercial Mortgage Trust 2017-C42 Certain Terms and Conditions

 

Dispute Resolution Provisions:

The mortgage loan sellers will be subject to the dispute resolution provisions set forth in the WFCM 2017-C42 pooling and servicing agreement to the extent those provisions are triggered with respect to any mortgage loan sold to the depositor by a mortgage loan seller and such mortgage loan seller will be obligated under the related mortgage loan purchase agreement to comply with all applicable provisions and to take part in any mediation or arbitration proceedings that may result.

 

Generally, in the event that a Repurchase Request (as defined in the Preliminary Prospectus) is not “Resolved” (as defined below) within 180 days after the related mortgage loan seller receives such Repurchase Request, then the enforcing servicer will be required to send a notice to the “Initial Requesting Certificateholder” (if any) and the Certificate Administrator indicating the enforcing servicer’s intended course of action with respect to the Repurchase Request. If (a) the enforcing servicer’s intended course of action with respect to the Repurchase Request does not involve pursuing further action to exercise rights against the related mortgage loan seller with respect to the Repurchase Request and the Initial Requesting Certificateholder, if any, or any other certificateholder or certificate owner wishes to exercise its right to refer the matter to mediation (including non-binding arbitration) or arbitration, or (b) the enforcing servicer’s intended course of action is to pursue further action to exercise rights against the related mortgage loan seller with respect to the Repurchase Request but the Initial Requesting Certificateholder, if any, or any other certificateholder or certificate owner does not agree with the dispute resolution method selected by the enforcing servicer, then the Initial Requesting Certificateholder, if any, or such other certificateholder or certificate owner may deliver a written notice to the Special Servicer indicating its intent to exercise its right to refer the matter to either mediation or arbitration.

 

“Resolved” means, with respect to a Repurchase Request, (i) that the related Material Defect has been cured, (ii) the related mortgage loan has been repurchased in accordance with the related mortgage loan purchase agreement, (iii) a mortgage loan has been substituted for the related mortgage loan in accordance with the related mortgage loan purchase agreement, (iv) the applicable mortgage loan seller has made a Loss of Value Payment (as defined in the Preliminary Prospectus), (v) a contractually binding agreement is entered into between the enforcing servicer, on behalf of the issuing entity, and the related mortgage loan seller that settles the related mortgage loan seller’s obligations under the related mortgage loan purchase agreement or (vi) the related mortgage loan is no longer property of the issuing entity as a result of a sale or other disposition in accordance with the WFCM 2017-C42 pooling and servicing agreement. See “Pooling and Servicing Agreement—Dispute Resolution Provisions” in the Preliminary Prospectus.

 

Investor Communications: The certificate administrator is required to include on any Form 10–D any request received from a certificateholder to communicate with other certificateholders related to certificateholders exercising their rights under the terms of the WFCM 2017-C42 pooling and servicing agreement. Any certificateholder wishing to communicate with other certificateholders regarding the exercise of its rights under the terms of the WFCM 2017-C42 pooling and servicing agreement will be able to deliver a written request signed by an authorized representative of the requesting investor to the certificate administrator.
Certain Fee Offsets: If a workout fee is earned by the Special Servicer following a loan default with respect to any mortgage loan that it services, then certain limitations will apply based on modification fees paid by the borrower.  The modification fee generally must not exceed 1% of the principal balance of the loan as modified in any 12-month period.  In addition, if the loan re-defaults, any subsequent workout fee on that loan must be reduced by a portion of the modification fees paid by the borrower in the previous 12-months. Likewise, liquidation fees collected in connection with a liquidation or partial liquidation of a mortgage loan must be reduced by a portion of the modification fees paid by the borrower in the previous 12 months.
Deal Website: The Certificate Administrator will be required to maintain a deal website, which will include, among other items: (a) summaries of asset status reports prepared by the Special Servicer, (b) inspection reports, (c) appraisals, (d) various “special notices” described in the Preliminary Prospectus, (e) the “Investor Q&A Forum”, (f) a voluntary “Investor Registry” and (g) the “Risk Retention” tab.  Investors may access the deal website following execution of a certification and confidentiality agreement.
Initial Majority Controlling Class Certificateholder: It is expected that Prime Finance CMBS B-Piece Holdco XIV, L.P. or an affiliate will be the initial majority controlling class certificateholder.
Whole Loans: Each of the mortgaged properties identified above under “IV. Characteristics of the Mortgage Pool—B. Summary of the Whole Loans” secures both a mortgage loan to be included in the trust fund and one or more other mortgage loans that will not be included in the trust fund,

 

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

 

 

Wells Fargo Commercial Mortgage Trust 2017-C42 Certain Terms and Conditions

 

  each of which will be pari passu or subordinate in right of payment with the mortgage loan included in the trust fund. We refer to each such group of mortgage loans as a “whole loan”. Such “—Summary of the Whole Loans” section includes further information regarding the various notes in each whole loan, the holders of such notes, the lead servicing agreement for each such whole loan, and the master servicer and special servicer under such lead servicing agreement.

 

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

 

 

(THIS PAGE INTENTIONALLY LEFT BLANK)

 

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

 

 

ONE ALLY CENTER 

 

 

(GRAPHIC) 

 

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

 

33

 

 

ONE ALLY CENTER 

 

 

(GRAPHIC) 

 

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

 

34

 

 

ONE ALLY CENTER 

 

 

(MAP) 

 

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

 

35

 

 

No. 1 – One Ally Center
 
Loan Information   Property Information
Mortgage Loan Seller: Starwood Mortgage Funding II LLC   Single Asset/Portfolio: Single Asset
Credit Assessment (Fitch/KBRA/Moody’s): NR/NR/NR   Property Type: Office
Original Principal Balance(1): $70,000,000   Specific Property Type: CBD
Cut-off Date Balance(1): $70,000,000   Location: Detroit, MI
% of Initial Pool Balance: 9.4%   Size: 976,095 SF
Loan Purpose: Refinance   Cut-off Date Balance Per SF(1): $104.50
Borrower: 500 Webward LLC   Year Built/Renovated: 1992/NAP
Borrower Sponsor: Bedrock Real Estate Services   Title Vesting: Leasehold
Mortgage Rate: 4.516%   Property Manager: Self-managed
Note Date: November 20, 2017   4th Most Recent Occupancy (As of) (4): NAV
Anticipated Repayment Date: NAP   3rd Most Recent Occupancy (As of)(4): NAV
Maturity Date: December 6, 2027   2nd Most Recent Occupancy (As of): 79.5% (12/31/2015)
IO Period: 120 months   Most Recent Occupancy (As of): 96.6% (12/31/2016)
Loan Term (Original): 120 months   Current Occupancy (As of): 94.3% (10/18/2017)
Seasoning: 0 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)(4): NAV
Call Protection(2): L(24),D(92),O(4)   3rd Most Recent NOI (As of)(4): NAV
Lockbox Type: Hard/Upfront Cash Management   2nd Most Recent NOI (As of)(5): $7,207,373 (12/31/2016)
Additional Debt(1): Yes   Most Recent NOI (As of)(5):  $10,088,481 (TTM 9/30/2017)
Additional Debt Type(1): Pari Passu    
         
      U/W Revenues: $30,714,612
      U/W Expenses: $17,866,862
          U/W NOI(5): $12,847,750
Escrows and Reserves(3):         U/W NCF: $11,371,879
          U/W NOI DSCR(1): 2.75x
Type: Initial Monthly Cap (If Any)   U/W NCF DSCR(1): 2.43x
Taxes $500,000 $347,042 NAP   U/W NOI Debt Yield(1): 12.6%
Insurance $332,498 $26,499 NAP   U/W NCF Debt Yield(1): 11.1%
Replacement Reserves $0 $16,325 $500,000   As-Is Appraised Value: $185,000,000
TI/LC Reserve $0 Springing NAP   As-Is Appraisal Valuation Date: October 17, 2017
Deferred Maintenance $752,123 $0 NAP   Cut-off Date LTV Ratio(1): 55.1%
Ground Rent Reserve $214,630 $214,630 NAP   LTV Ratio at Maturity or ARD(1): 55.1%
             

 

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

(2)The lockout period will be at least 24 payments, beginning with and including the first payment date of January 6, 2018. Defeasance of the One Ally Center Mortgage Loan is permitted at any time after the earlier to occur of (i) November 20, 2020 or (ii) two years after the closing date of the securitization that includes the last note to be securitized. The assumed lockout period of 24 payments is based on the expected WFCM 2017-C42 securitization trust closing date in December 2017.

(3)See “Escrows” section.

(4)Full year NOI prior to 2016 and historical occupancy prior to December 31, 2015 is unavailable due to the Borrower sponsor acquiring the property in March 2015.

(5)Ally Financial Inc. (“Ally”) executed a lease in 2015 for 316,997 square feet and approximately $7.1 million in underwritten base rent. Ally began taking occupancy in April 2016 and took full occupancy by October 2016. Ally’s free rent period ended July 2017.

 

The Mortgage Loan. The mortgage loan (the “One Ally Center Mortgage Loan”) is part of a whole loan (the “One Ally Center Whole Loan”) evidenced by two pari passu notes secured by a first mortgage encumbering the leasehold interest in a 976,095 square-foot office building located in Detroit, Michigan (the “One Ally Center Property”). The One Ally Center Whole Loan was originated on November 20, 2017 by Starwood Mortgage Capital LLC. The One Ally Center Whole Loan had an original principal balance of $102,000,000, has an outstanding principal balance as of the Cut-off Date of $102,000,000 and accrues interest at an interest rate of 4.516% per annum. The One Ally Center Whole Loan had an initial term of 120 months, has a remaining term of 120 months as of the Cut-off Date and requires payments of interest-only through its term. The One Ally Center Whole Loan has a maturity date on December 6, 2027.

 

Note A-1, which will be contributed to the WFCM 2017-C42 Trust, had an original principal balance of $70,000,000, has an outstanding principal balance as of the Cut-off Date of $70,000,000 and represents the controlling interest in the One Ally Center Whole Loan. The non-controlling Note A-2, had an original principal balance of $32,000,000, has an outstanding principal balance as of the Cut-off Date of $32,000,000, is expected to be contributed to the MSC 2017-HR2 trust, which is expected to close on

 

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

 

 

ONE ALLY CENTER

 

 

December 22, 2017. The mortgage loan seller provides no assurances that any non-securitized notes will not be split further. See “Description of the Mortgage Pool—The Whole Loans—The Serviced Pari Passu Whole Loans” in the preliminary prospectus. The following table presents a summary of the promissory notes comprising the One Ally Center Whole Loan.

 

Note Summary

 

Notes Original Balance   Note Holder Controlling Interest
A-1 $70,000,000   WFCM 2017-C42 Yes
A-2 $32,000,000   MSC 2017-HR2 No
Total $102,000,000      

 

Following the lockout period, the One Ally Center Borrower (as defined below) has the right to defease the One Ally Center Whole Loan in whole, but not in part. In addition, the One Ally Center Whole Loan is prepayable without penalty on or after September 6, 2027. The lockout period will expire on the earlier of (i) two years after the closing date of the last note to be securitized and (ii) November 20, 2020.

 

Sources and Uses

 

Sources       Uses    
Original whole loan amount $102,000,000 99.3%   Loan payoff $98,405,549 95.8%
Borrower sponsor equity contribution 740,401 0.7      Closing costs 2,535,601 2.5   
        Reserves 1,799,251 1.8   
             
Total Sources $102,740,401 100.0%   Total Uses $102,740,401 100.0%

 

The Property. The One Ally Center Property consists of a ground leasehold interest in a 976,095 square-foot, Class A office building and an adjacent seven-level parking garage (the “One Ally Center Parking Garage”) and related land located in Detroit, Michigan. The One Ally Center Property is located along Woodward Avenue in Detroit. Serving as the main thoroughfare between the central business district (“CBD”) and midtown Detroit, Woodward Avenue has direct access to the regional highway network and featuring a new streetcar line known as the QLine, which opened in early 2017 and stops directly in front of the One Ally Center Property. Constructed in 1992, the One Ally Center Property sits on an approximately 2.9-acre site within the Detroit CBD. The One Ally Center Property includes an adjacent seven-level parking garage (2,070 spaces, 2.1 per 1000 square feet), 24-hour manned security and tenant amenities including two restaurants, a 10,078 square-foot Pulse Fitness, LLC fitness center and proximity to the Detroit People Mover. The One Ally Center Property struggled during the early 2000’s recession and was foreclosed on in 2007 by iStar Financial, Inc., which retained the fee simple interest in the One Ally Center Property. See “Description of the Mortgage Pool-Loan Purpose, Default History, Bankruptcy Issues and Other Proceedings” in the preliminary prospectus.

 

As of October 18, 2017, the One Ally Center Property was 94.3% leased to 20 tenants across a variety of industries, including Ally (32.5% NRA), Clark Hill PLC (7.9% NRA), Dickinson Wright PLLC (7.7% NRA), the Internal Revenue Service (7.2% NRA), PricewaterhouseCoopers LLP (7.2% NRA), McCann-Erickson USA, Inc. (5.1% NRA) and Foley & Lardner LLP (4.1% NRA).

 

Ally (formerly known as General Motors Acceptance Corporation) is a bank holding company founded by General Motors Corporation in 1919. The company provides financial services including auto financing, corporate financing, insurance, mortgages, stock brokerage, and online banking. Ally has been headquartered in Detroit since the company’s inception and is currently headquartered at the One Ally Center Property. Ally has consolidated approximately 1,500 employees in Southeast Michigan into the One Ally Center Property from five locations around greater Detroit, including Renaissance Center, Southfield Town Center, the Galleria Officentre in Southfield, the Auburn Hills Corporate Center and Troy Technology Park. Ally had an original lease commencement date in April 2016.

 

Clark Hill PLC (“Clark Hill”) is a legal firm which employs over 450 attorneys and professionals across 17 offices in Arizona, Delaware, Illinois, Michigan, New Jersey, Pennsylvania, Washington, DC, and West Virginia, among other states, and in Ireland, making it the second largest Michigan-based law firm according to a business publication. The firm’s practice areas include administrative and behavioral healthcare law, corporate restructuring and bankruptcy, estate planning and probate, government and public affairs, insurance and reinsurance, municipal finance, litigation, white collar criminal defense, economic development services, commercial and real estate finance transactions, product liability, intellectual property, and appellate. Clark Hill is headquartered at the One Ally Center Property.

 

Dickinson Wright PLLC (“Dickinson Wright”) is a general practice business law firm with over 425 attorneys among more than 40 practice areas and 19 industry groups and was founded in Detroit in 1878. The firm’s headquarters has been located at the One Ally Center Property since 1992. The firm has 18 offices, including six in Michigan, 11 other domestic offices, and one office in Canada.

 

PricewaterhouseCoopers LLP (“PWC”) is a multinational professional services firm headquartered in London, United Kingdom. PWC’s professional services include audit and assurance, tax and consulting that covers such areas as cybersecurity, privacy and human resources. The One Ally Center Property serves as PWC’s regional office for all clients in Michigan and northwest Ohio and is home to more than 700 consultants. PWC relocated from a building downtown to the One Ally Center Property in 2012.

 

The Internal Revenue Service’s (“IRS”) office at the One Ally Center is the largest of six offices with public-facing services that the IRS maintains in Michigan, and the only public-facing Taxpayer Assistance Center in the Detroit metropolitan area. The IRS’ improvements to its premises at the One Ally Center Property included significant structural work to support large volume document storage as well as extensive access control and security systems.

 

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

 

37

 

 

ONE ALLY CENTER 

 

 

The following table presents certain information relating to the tenancy at the One Ally Center 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 Tenant                     
Ally  BB+/Ba3/BB+  316,997  32.5%  $22.50  $7,132,433  39.1%  12/31/2028(3)
Clark Hill  NR/NR/NR  76,869  7.9%  $12.91  $992,355  5.4%  12/31/2029(4)
Dickinson Wright  NR/NR/NR  75,177  7.7%  $17.00  $1,278,009  7.0%  9/7/2022(5)
PWC  NR/NR/NR  70,184  7.2%  $22.00  $1,544,048  8.5%  10/31/2023(6)
IRS  AAA/Aaa/AA+u  69,920  7.2%  $15.31  $1,070,705  5.9%  4/30/2021(7)
Total Major Tenants     609,147  62.4%  $19.73  $12,017,550  65.9%   
                      
Non-Major Tenants     311,265  31.9%  $19.95  $6,210,595  34.1%   
                      
Occupied Collateral Total     920,412  94.3%  $19.80  $18,228,145  100.0%   
                      
Vacant Space     55,683  5.7%            
                      
Collateral Total     976,095  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 April 2018 and investment grade tenant leases underwritten to average rent over the remaining terms of its respective lease, totaling approximately $430,310.

(3)Ally has three, five-year lease renewal options.

(4)Clark Hill has two, five-year lease renewal options. Clark Hill has a one-time right to terminate its lease effective January 2025 by providing 12 months’ notice and payment of unamortized leasing costs. Additionally, Clark Hill has a one-time right to contract by 25,480 square feet effective January 2025 with six months’ notice and payment of unamortized leasing costs.

(5)Dickinson Wright has one, ten-year lease renewal option.

(6)PWC has two, five-year lease renewal options. PWC has a one-time right to terminate its lease effective December 2019 with ten months’ notice and payment of a termination fee equal to three months’ rent and unamortized leasing costs. Additionally, PWC has an ongoing right to contract by up to 25% of its leased space until January 2021 with nine months’ notice and payment of unamortized leasing costs.

(7)The IRS has an ongoing right to terminate its lease with three months’ notice and no termination fee.

 

The following table presents certain information relating to the lease rollover schedule at the One Ally Center 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 1 7,901 0.8% 7,901 0.8% $150,119 0.8% $19.00
2017 0 0 0.0% 7,901 0.8% $0 0.0% $0.00
2018 1 12,702 1.3% 20,603 2.1% $270,644 1.5% $21.31
2019 1 8,547 0.9% 29,150 3.0% $190,171 1.0% $22.25
2020 2 48,902 5.0% 78,052 8.0% $1,028,155 5.6% $21.02
2021 5 171,505 17.6% 249,557 25.6% $3,042,821 16.7% $17.74
2022 4 92,447 9.5% 342,004 35.0% $1,708,999 9.4% $18.49
2023 1 70,184 7.2% 412,188 42.2% $1,544,048 8.5% $22.00
2024 1 39,560 4.1% 451,748 46.3% $483,475 2.7% $12.22
2025 0 0 0.0% 451,748 46.3% $0 0.0% $0.00
2026 1 49,730 5.1% 501,478 51.4% $1,192,924 6.5% $23.99
2027 0 0 0.0% 501,478 51.4% $0 0.0% $0.00
Thereafter 3 418,934 42.9% 920,412 94.3% $8,616,789 47.3% $20.57
Vacant 0 55,683 5.7% 976,095 100.0% $0 0.0% $0.00
Total/Weighted Average 20 976,095 100.0%     $18,228,145 100.0% $19.80

 

(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 U/W Base Rent PSF excludes vacant 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.

 

38

 

 

ONE ALLY CENTER 

 

 

The following table presents historical occupancy percentages at the One Ally Center Property:

 

Historical Occupancy

 

12/31/2013(1)

 

12/31/2014(1)

 

12/31/2015(2)

 

12/31/2016(2)

 

10/18/2017(3)

NAV  NAV  79.5%  96.6%  94.3%

 

(1)Historical occupancy prior to December 31, 2015 is unavailable due to the Borrower sponsor acquiring the property in March 2015.

(2)Information obtained from the One Ally Center Borrower.

(3)Information obtained from the underwritten rent roll.

 

Operating History and Underwritten Net Cash Flow. The following table presents certain information relating to the historical operating history and underwritten net cash flow at the One Ally Center Property:

 

Cash Flow Analysis(1)(2)

 

   2016  TTM 9/30/2017  U/W  % of U/W Effective Gross Income  U/W $ per SF
Base Rent  $11,402,810   $13,725,555   $18,228,145(3)  59.3%  $18.67 
Grossed Up Vacant   0   0   973,492   3.2   1.00 
Total Reimbursables  4,431,513   4,528,196   3,781,943   12.3   3.87 
Tenant Bill Backs  881,728   1,329,664   1,329,664   4.3   1.36 
Parking Income  7,730,698   8,529,329   7,753,829   25.2   7.94 
Other Income  93,720   78,181   78,181   0.3   0.08 
Less Vacancy & Credit  0   0   (1,430,641)(4)  (4.7)  (1.47)
Effective Gross  $24,540,469   $28,190,925   $30,714,612   100.0%  $31.47 
                     
Total Operating Expenses  $17,333,096   $18,102,444   $17,866,862   58.2%  $18.30 
                     
Net Operating Income  $7,207,373   $10,088,481   $12,847,750   41.8%  $13.16 
TI/LC  0   0   1,279,976   4.2   1.31 
Capital Expenditures  0   0   195,895   0.6   0.20 
 Net Cash Flow  $7,207,373   $10,088,481   $11,371,879   37.0%  $11.65 
                     
NOI DSCR(5)  1.54x  2.16x  2.75x        
NCF DSCR(5)  1.54x  2.16x  2.43x        
NOI DY(5)  7.1%  9.9%  12.6%        
NCF DY(5)  7.1%  9.9%  11.1%        

 

(1)Ally executed a lease for 316,997 square feet and approximately $7.1 million in base rent in 2015. Ally began taking occupancy in April 2016 and took full occupancy by September 2016. Ally’s free rent period ended June 2017.

(2)Full year operating history prior to 2016 is unavailable due to the borrower sponsor acquiring the One Ally Center Property in March 2015.
(3)U/W Base Rent includes contractual rent steps through June 2018 and investment grade tenant leases underwritten to average rent over the remaining terms of its respective lease, totaling approximately $430,310.

(4)The underwritten economic vacancy is 4.5%. The One Ally Center Property was 94.3% leased as of October 18, 2017.

(5)Debt service coverage ratios and debt yields are based on the One Ally Center Whole Loan.

 

Appraisal. As of the appraisal valuation date of October 17, 2017 the One Ally Center Property had an “as-is” appraised value of $185,000,000.

 

Environmental Matters. According to a Phase I environmental site assessment dated October 30, 2017, there was no evidence of any recognized environmental conditions at the One Ally Center Property.

 

Market Overview and Competition. The One Ally Center Property is located in the Detroit CBD submarket of the Detroit market. According to a market report, the Detroit CBD submarket had approximately 7.5 million square feet of Class A office inventory as of November 2017. According to the appraisal as of October 2017, the Detroit CBD submarket had average asking rents of $23.67 per square foot and a vacancy rate of 7.5%. According to the appraisal, the 2017 estimated population within a one-mile radius of the One Ally Center Property was 7,355, while the 2017 estimated median household income within the same radius was $34,866. Within the city of Detroit, the 2017 estimated population was 658,250, while the 2017 estimated median household income was $27,134.

 

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

 

 

ONE ALLY CENTER 

 

 

The following table presents certain information relating to comparable office leases for the One Ally Center Property:

 

Comparable Leases(1)

 

Property Name/Location Year Built Occupancy Distance from Subject Tenant Name Lease Date/Term Lease Area (SF) Annual Base Rent PSF Lease Type

One Campus Martius

Detroit, MI

2003 100% 0.2 miles Microsoft

Dec. 2017 /

7.7 Yrs.

43,119 $25.75 MG

One Kennedy Square

Detroit, MI

2006 100% 0.2 miles Ernst & Young

Oct. 2016 /

10 Yrs.

37,277 $16.75 NNN

150 West Jefferson

Detroit, MI

1989 93% 0.2 miles Amazon

Jul. 2017 /

7.3 Yrs.

20,465 $25.50 MG

150 West Jefferson

Detroit, MI

1989 93% 0.2 miles Jams, Inc.

Jun. 2017 /

7.5 Yrs.

6,211 $25.00 MG

 

(1)Information obtained from the appraisal and third party reports.

 

The Borrower. The One Ally Center Borrower for the One Ally Center Whole Loan is 500 Webward LLC (the “One Ally Center Borrower”), a recycled Michigan limited liability company and a special purpose entity with two independent directors. Legal counsel to the One Ally Center Borrower delivered a non-consolidation opinion in connection with the origination of the One Ally Center Whole Loan. Zup Ventures LLC is the guarantor of certain non-recourse carveouts under the One Ally Center Whole Loan. The loan documents require that, during any period commencing when a claim is made under any of the guaranties and ending once such claim has been fully resolved or paid, the guarantor maintain a net worth of at least $40,000,000 and liquid assets of at least $8,000,000.

 

The Borrower Sponsor. The borrower sponsor is Bedrock Real Estate Services (“Bedrock”). Bedrock and the One Ally Center Borrower are both ultimately owned by the Daniel B. Gilbert Trust UAD 12/23/96, as amended, a trust controlled by Mr. Daniel Gilbert and managed by an affiliate of Bedrock. Bedrock is the real estate investment company owned by Mr. Gilbert. Mr. Gilbert is the Chairman and founder of Quicken Loans, Inc. Detroit-based Bedrock is a real estate firm specializing in acquiring, developing, leasing, financing, and managing commercial and residential buildings. Since its founding in 2011, Bedrock and its affiliates have acquired and developed more than 100 properties in downtown Detroit and Cleveland totaling more than 16 million square feet. Bedrock’s current portfolio consists of more than 90 commercial properties totaling more than 15 million square feet throughout downtown Detroit.

 

Escrows. The One Ally Center Whole Loan documents provide for upfront escrows in the amount of $500,000 for real estate taxes, $332,498 for insurance premiums, $752,123 for deferred maintenance and $214,630 for a ground rent reserve. The loan documents also provide for ongoing monthly escrow deposits of $347,042 for real estate taxes, $26,499 for insurance premiums, $16,325 for replacement reserves (subject to a cap of $500,000) and $214,630 for ground rent.

 

If (i) an event of default occurs under the One Ally Center Whole Loan or (ii) the debt service coverage ratio at the One Ally Center Property falls below 2.00x calculated based on the trailing twelve months, the One Ally Center Borrower is required to make monthly deposits of $102,029 (approximately $1.25 per square foot annually) for TI/LCs. Upon the One Ally Center Property achieving a debt service coverage ratio of 2.00x or greater calculated based on the trailing twelve months for two consecutive calendar quarters, the ongoing TI/LC reserve collections will be suspended and funds on deposit in the TI/LC reserve will be disbursed to the One Ally Center Borrower.

 

Lockbox and Cash Management. The One Ally Center Whole Loan is structured with a hard lockbox and upfront cash management. The One Ally Center Borrower was required at origination to deliver letters to all tenants at the One Ally Center Property directing them to pay all rents directly into a lender-controlled lockbox account. All funds received by the One Ally Center Borrower or manager are required to be deposited in the lockbox account within one business day following receipt. All funds in the lockbox account are required to be swept each business day into the cash management account controlled by the lender and disbursed on each payment date in accordance with the loan documents, with all excess cash flow required to be deposited to an excess cash reserve to be held as additional security during the existence of certain events for the One Ally Center Whole Loan.

 

Property Management. The One Ally Center Property is managed by Bedrock Management Services LLC, an affiliate of the One Ally Center Borrower.

 

Assumption. Commencing on November 20, 2018, the One Ally Center Borrower has the right to transfer the One Ally Center Property, provided that certain conditions are satisfied, including: (i) no event of default has occurred and is continuing, (ii) the One Ally Center Borrower has provided the lender with 60 days’ prior written notice, (iii) the proposed transferee qualifies as a qualified transferee under the loan documents and (iv) the lender has received rating agency confirmation that such assumption will not result in a downgrade of the respective ratings assigned to the Series 2017-C42 certificates and similar confirmations from each rating agency rating any securities backed by any of the One Ally Center companion loans.

 

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

 

40

 

 

ONE ALLY CENTER 

 

 

Future Expansion. During the term of the One Ally Center Whole Loan, the One Ally Center Borrower will be permitted to expand the One Ally Center Parking Garage by adding additional stories and/or building additional improvements on top of the One Ally Center Parking Garage structure, provided that the construction complies with the requirements contained in the One Ally Center Whole Loan documents. The One Ally Center Borrower will have the option to structure such expansion either (a) as part of the One Ally Center Whole Loan’s collateral, or (b) by converting the One Ally Center Property to condominium ownership with the One Ally Center Borrower’s condominium unit being comprised of the current One Ally Center Property and the One Ally Center Parking Garage structure and a second condominium unit being comprised of the air rights over the current One Ally Center Parking Garage structure in which an affiliate of the One Ally Center Borrower would construct the expansion, subject in either case to the compliance with the requirements contained in the One Ally Center Whole Loan documents. The construction of an office property under either structure is not permitted under the One Ally Center Whole Loan documents. Before converting the One Ally Center Property to a condominium structure, the One Ally Center Whole Loan documents require, among other conditions, (i) a REMIC opinion, (ii) satisfaction of an LTV Ratio not greater than 125%, (iii) a rating agency confirmation and (iv) lender approval of the condominium documents.

 

Real Estate Substitution. Not permitted.

 

Subordinate and Mezzanine Indebtedness. Not Permitted.

 

Ground Lease. The Borrower’s interest in the One Ally Center Property is pursuant to a ground lease with an affiliate of iStar Financial Inc. as the landlord. The ground lease commenced on March 31, 2015 and has an initial lease expiration of March 31, 2114 with two, 30-year extension options at the lessee’s option, making the final expiration date March 31, 2174. The annual ground rent is currently $2.58 million and increases annually by 1.5%; however, at the end of each tenth lease year, the rent increases by the greater of (i) 1.5% over the prior year or (ii) the cumulative CPI increase over the prior ten-year period capped at 1.2x the rent paid at the beginning of the applicable 10-year period. The One Ally Center Borrower is required to make monthly deposits for ground rental payments.

 

Terrorism Insurance. The One Ally Center Borrower is required to obtain insurance for domestic and foreign acts of terrorism (as defined in the Terrorism Risk Insurance Program Reauthorization Act of 2007 as amended or replaced) in an amount equal to the full replacement cost of the One Ally Center Property and business interruption insurance of at least 18 months required under the One Ally Center Whole Loan documents; provided that, if the Terrorism Risk Insurance Program Reauthorization Act of 2007 (or a subsequent statute, extension or reauthorization) is not in effect, the One Ally Center Borrower will not be required to pay annual premiums for terrorism insurance in excess of an amount equal to two times the premium for a separate “Special Form” or “All Risks” policy or equivalent policy insuring only the One Ally Center Property on a stand-alone basis at the time that any terrorism coverage is excluded from any applicable policy (but the One Ally Center Borrower will be obligated to purchase the maximum amount of terrorism coverage available with funds equal to such amount).

 

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

 

 

(THIS PAGE INTENTIONALLY LEFT BLANK)

 

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

 

 

16 COURT STREET

(GRAPHIC) 

 

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

 

43

 

 

16 COURT STREET

(GRAPHIC) 

 

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

 

44

 

 

16 COURT STREET

(MAP) 

 

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

 

45

 

 

No. 2 – 16 Court Street
 
Loan Information   Property Information
Mortgage Loan Seller: Barclays Bank PLC   Single Asset/Portfolio: Single Asset
Credit Assessment
(Fitch/KBRA/Moody’s):
NR/NR/NR   Property Type: Office
Original Principal Balance(1): $66,600,000   Specific Property Type: CBD
Cut-off Date Balance(1): $66,600,000   Location: Brooklyn, NY
% of Initial Pool Balance: 8.9%   Size: 325,510 SF
Loan Purpose: Acquisition   Cut-off Date Balance Per SF(1): $341.00
Borrower Name: 16 Court St Brooklyn Owner, LLC   Year Built/Renovated: 1928/2016
Borrower Sponsor: CIM SMA I Investments, LLC   Title Vesting: Fee
Mortgage Rate: 4.171%   Property Manager: Self-Managed
Note Date: October 10, 2017   4th Most Recent Occupancy (As of)(4): 87.2% (12/31/2013)
Anticipated Repayment Date: NAP   3rd Most Recent Occupancy (As of)(4): 94.7% (12/31/2014)
Maturity Date: November 1, 2027   2nd Most Recent Occupancy (As of)(4): 95.5% (12/31/2015)
IO Period: 120 months   Most Recent Occupancy (As of)(4): 95.2% (12/31/2016)
Loan Term (Original): 120 months   Current Occupancy (As of)(4): 92.7% (9/13/2017)
Seasoning: 1 month    
Amortization Term (Original): NAP   Underwriting and Financial Information:
Loan Amortization Type: Interest-only, Balloon   4th Most Recent NOI (As of)(5): $6,144,429 (12/31/2014)
Interest Accrual Method: Actual/360   3rd Most Recent NOI (As of)(5): $7,631,247 (12/31/2015)
Call Protection: L(25),D(89),O(6)   2nd Most Recent NOI (As of)(5): $8,052,969 (12/31/2016)
Lockbox Type: Hard/Springing Cash Management   Most Recent NOI (As of)(5): $8,434,282 (TTM 8/31/2017)
Additional Debt(1): Yes      
Additional Debt Type(1)(2): Pari Passu; Future Mezzanine    
      U/W Revenues: $15,919,171
      U/W Expenses: $6,484,958
      U/W NOI(5): $9,434,213
Escrows and Reserves(3):     U/W NCF: $8,586,140
      U/W NOI DSCR(1): 2.01x
Type: Initial Monthly Cap (If Any)   U/W NCF DSCR(1): 1.83x
Taxes $0 Springing NAP   U/W NOI Debt Yield(1): 8.5%
Insurance $0 Springing NAP   U/W NCF Debt Yield(1): 7.7%
Replacement Reserves $0 $5,438 NAP   As-Is Appraised Value: $175,000,000
TI/LC Reserve $0 $27,190 NAP   As-Is Appraisal Valuation Date: September 25, 2017
Sprinkler Work Reserve $3,347,154 $0 NAP   Cut-off Date LTV Ratio(1): 63.4%
Free Rent Reserve $485,028 $0 NAP   LTV Ratio at Maturity or ARD(1): 63.4%
Outstanding TI/LC Reserve $141,392 $0 NAP      
             
                 

  

(1)See “The Mortgage Loan” section. All statistical information related to balances per square foot, loan-to-value ratios, debt service coverage ratios and debt yields are based on the 16 Court Street Whole Loan (as defined below).

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

(3)See “Escrows” section.

(4)See “Historical Occupancy” section.

(5)See “Cash Flow Analysis” section.

 

The Mortgage Loan. The mortgage loan (the “16 Court Street Mortgage Loan”) is part of a whole loan (the “16 Court Street Whole Loan”) evidenced by two pari passu notes secured by a first mortgage encumbering the fee simple interest in a 36-story, office tower located on the corner of Montague Street and Court Street in the Brooklyn Heights neighborhood of Brooklyn, New York (the “16 Court Street Property”). The 16 Court Street Whole Loan was originated on October 10, 2017 by Barclays Bank PLC and Citi Real Estate Funding Inc. The 16 Court Street Whole Loan had an original principal balance of $111,000,000, has an outstanding principal balance as of the Cut-off Date of $111,000,000 and accrues interest at an interest rate of 4.171% per annum. The 16 Court 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 16 Court Street Whole Loan. The 16 Court Street Whole Loan matures on November 1, 2027.

 

Note A-1, which will be contributed to the WFCM 2017-C42 Trust, had an original principal balance of $66,600,000, has an outstanding principal balance as of the Cut-off Date of $66,600,000 and represents the controlling interest in the 16 Court Street Whole Loan. The non-controlling Note A-2, had an original principal balance of $44,400,000, has an outstanding principal balance as of the Cut-off Date of $44,400,000 and was contributed to the CCUBS 2017-C1 Trust. See “Description of the Mortgage Pool—The Whole Loans—The Serviced Pari Passu Whole Loans” 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.

 

46

 

 

16 COURT STREET

The following table presents a summary of the promissory notes comprising the 16 Court Street Whole Loan:

 

Note Summary

 

Notes Original Balance   Note Holder Controlling Interest
A-1 $66,600,000   WFCM 2017-C42 Yes
A-2 $44,400,000   CCUBS 2017-C1 No
Total $111,000,000      

 

Following the lockout period, the 16 Court Street Borrower (as defined below) has the right to defease the 16 Court Street Whole Loan in whole, but not in part. In addition, the 16 Court Street Whole Loan is prepayable without penalty on any business day after May 1, 2027. The lockout period will expire two years after the closing date of the WFCM 2017-C42 Trust.

 

Sources and Uses

 

Sources         Uses      
Original whole loan amount $111,000,000   62.1%   Purchase price $171,000,000   95.7%
Borrower sponsors’ new cash contribution 67,686,414   37.9       Reserves 3,973,573   2.2
          Closing costs 3,712,841   2.1
                 
Total Sources $178,686,414   100.0%   Total Uses $178,686,414   100.0%

 

The Property. The 16 Court Street Property is a 36-story, office tower located in an area of downtown Brooklyn, New York that is known as the “Tech Triangle.” Constructed in 1928 and most recently renovated in 2016, the 16 Court Street Property totals 325,510 square feet and is comprised of 309,455 square feet of office space (95.1% of net rentable area) and 16,055 square feet of retail space (4.9% of net rentable area). According to the borrower sponsor, since 2007, the 16 Court Street Property has had a total of $33.7 million (approximately $103.53 per square foot) in capital improvements. A $15.0 million renovation was completed in 2016, including a renovated lobby featuring a cafe and bike storage, renovated elevators cabs and building corridors. Additionally, renovations at the 16 Court Street Property include the installation of fiber optics, a key feature for technology, advertising, media and information tenants. With 36 stories, the 16 Court Street Property is one of the tallest commercial towers in Brooklyn with floor plates ranging from approximately 13,500 square feet on the lower floors to approximately 4,000 square feet on the top four floors. The typical ceiling heights range from approximately 10 to 14 feet.

 

The 16 Court Street Property is leased to 65 tenants in a variety of industries occupying 85 spaces. The largest tenants include The City University of New York (11.8% of U/W base rent), NYC Department of Mental Health (6.3% of U/W base rent) and Michael Van Valkenburgh Associates, Inc. (5.6% U/W base rent). The City University of New York (“CUNY”) (rated AA/Aa2/AA by Fitch/Moody’s/S&P) occupies 47,162 square feet of office space at the 16 Court Street Property, with a lease that expires on August 31, 2024 and has been a tenant at the 16 Court Street Property since 2010. CUNY provides accessible education for more than 274,357 degree seeking students and 260,000 adults and continuing education students at 24 campuses across New York City. NYC Department of Mental Health (rated AA/Aa2/AA by Fitch/Moody’s/S&P) occupies 19,560 SF at the 16 Court Street Property, with a lease that expires on November 30, 2020 and has been a tenant at the 16 Court Street Property since 1994. The NYC Department of Mental Health is one of the largest public health agencies in the world, serving eight million New Yorkers with an annual budget of $1.6 billion and more than 6,000 employees throughout the five boroughs. Michael Van Valkenburgh Associates, Inc. occupies 19,071 square feet at the 16 Court Street Property, with a lease that expires on March 31, 2024 and has been a tenant at the 16 Court Street Property since 2008. Michael Van Valkenburgh Associates, Inc., founded in 1982, is a landscape architecture firm with over 80 staff members and is headquartered at the 16 Court Street Property. The 16 Court Street Property was 92.7% occupied as of September 13, 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.

 

47

 

 

16 COURT STREET

The following table presents certain information relating to the tenancy at the 16 Court 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              
The City University of New York AA/Aa2/AA 47,162 14.5% $35.06 $1,653,500 11.8% 8/31/2024(3)
NYC Department of Mental Health AA/Aa2/AA 19,560 6.0% $45.00 $880,200 6.3% 11/30/2020
Michael Van Valkenburgh Associates, Inc. NR/NR/NR 19,071 5.9% $41.21 $785,924 5.6% 3/31/2024(4)
New York Department of Transportation AA/Aa2/AA 16,198 5.0% $38.82 $628,806 4.5% 12/10/2017(5)
Diamond Reporting Services NR/NR/NR 14,143 4.3% $33.95 $480,155 3.4% 2/29/2024(6)
HF Management Services, LLC NR/NR/NR 12,822 3.9% $59.74 $765,986 5.5% 5/31/2019
Blumberg Court LLC(7) NR/NR/NR 12,420 3.8% $55.09 $684,191 4.9% 4/30/2023
Duane Reade BBB/Baa2/BBB 11,644 3.6% $76.91 $895,516 6.4% 2/28/2026(8)
Rubenstein & Rynecki(9) NR/NR/NR 7,903 2.4% $52.27 $413,129 3.0% 7/31/2027(9)
FedEx Office and Print Services, Inc.(10) NR/Baa2/BBB 3,134 1.0% $230.06 $721,016 5.2% 10/31/2024
Total Major Tenants 164,057 50.4% $48.21 $7,908,424 56.6%  
               
Non-Major Tenants   137,777 42.3% $43.93 $6,051,889 43.4%  
               
Occupied Collateral Total 301,834 92.7% $46.25 $13,960,314 100.0%  
               
Vacant Space   23,676 7.3%        
               
Collateral Total 325,510 100.0%        
               

 

(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 November 2018, totaling $720,158.

(3)The City University of New York has one, five-year lease renewal option.

(4)Michael Van Valkenburgh Associates, Inc. has one, five-year lease renewal option and an option to terminate its lease for suite 1212-1214 only (1,825 SF) on April 1, 2020 and April 1, 2022, with notice required to be given by June 1, 2019 and June 1, 2021, respectively, prior to such date and the payment of a termination fee.

(5)According to the borrower sponsor, New York Department of Transportation is currently in discussions to renew their lease as well as expand into additional space at the 16 Court Street Property.

(6)Diamond Reporting Services has one, five-year lease renewal option and has the right to terminate its lease any time after September 30, 2018 with 365 days’ notice and the payment of a termination fee.

(7)Blumberg Court LLC has four months of free rent in 2018, which was reserved for upfront.

(8)Duane Reade has one, five-year lease renewal option.

(9)Rubenstein & Rynecki has the right to terminate its lease any time after August 1, 2022 with 10 months’ notice and the payment of a termination fee. Rubenstein & Rynecki has rent abatement one month a year from 2018 through 2021,which was reserved for upfront.

(10)FedEx Office and Print Services, Inc. has a rent abatement period of four months in 2017, the remaining rent abatement was reserved for upfront.

 

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

 

 

16 COURT STREET

The following table presents certain information relating to the lease rollover schedule at the 16 Court Street Property:

 

Lease Expiration Schedule(1)(2)

 

Year Ending
 December 31,
No. of
Leases
Expiring(3)
Expiring
NRSF
% of
Total
NRSF
Cumulative Expiring NRSF Cumulative % of Total NRSF Annual
 U/W
Base Rent
% of Annual
 U/W
Base Rent
Annual
 U/W
Base
Rent
 PSF(4)
MTM 1 8,579 2.6% 8,579 2.6% $243,895 1.7% $28.43
2017 1 16,198 5.0% 24,777 7.6% $628,806 4.5% $38.82
2018 9 14,580 4.5% 39,357 12.1% $669,490 4.8% $45.92
2019 12 29,849 9.2% 69,206 21.3% $1,488,206 10.7% $49.86
2020 3 24,186 7.4% 93,392 28.7% $1,089,527 7.8% $45.05
2021 10 33,298 10.2% 126,690 38.9% $1,576,041 11.3% $47.33
2022 8 12,623 3.9% 139,313 42.8% $532,570 3.8% $42.19
2023 4 23,339 7.2% 162,652 50.0% $1,161,887 8.3% $49.78
2024 10 108,410 33.3% 271,062 83.3% $4,629,272 33.2% $42.70
2025 4 10,175 3.1% 281,237 86.4% $533,310 3.8% $52.41
2026 1 11,644 3.6% 292,881 90.0% $895,516 6.4% $76.91
2027 1 7,903 2.4% 300,784 92.4% $413,129 3.0% $52.27
Thereafter 1 1,050 0.3% 301,834 92.7% $98,664 0.7% $93.97
Vacant 0 23,676 7.3% 325,510 100.0% $0 0.0% $0.00
Total/Weighted Average 65 325,510 100.0%     $13,960,314 100.0% $46.25

 

(1)Information obtained from the underwritten rent roll and includes rent steps through November 2018.

(2)Certain tenants may have lease termination or contraction 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)Certain building office, elevator, cable and roof spaces were not considered for the purposes of the Lease Expiration Schedule.

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

 

The following table presents historical occupancy percentages at the 16 Court Street Property:

 

Historical Occupancy

 

12/31/2013(1)

12/31/2014(1)

12/31/2015(1)

12/31/2016(1)

9/13/2017(2) 

         
87.2% 94.7% 95.5% 95.2% 92.7%

 

(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.

 

49

 

 

16 COURT 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 16 Court Street Property:

 

Cash Flow Analysis

 

  2014 2015 2016

TTM

8/31/2017(1)

U/W(1) % of U/W
Effective
Gross Income
U/W $ per SF
Base Rent $10,247,089 $11,503,819 $12,118,568 $12,530,658 $14,174,889(2) 89.0% $43.55
Grossed Up Vacant Space 0 0 0 0 1,130,154 7.1 3.47
Total Reimbursables 1,158,008 1,222,544 1,239,467 1,191,394 1,721,529 10.8 5.29
Other Income(3) 287,885 335,342 263,091 161,682 22,753 0.1 0.07
Less Vacancy & Credit Loss

0

0

0

0

(1,130,154)

(7.1)

(3.47)

Effective Gross Income $11,692,983 $13,061,704 $13,621,126 $13,883,734 15,919,171 100.0% $48.91
               
Total Operating Expenses(4)

$5,548,554

$5,430,457

$5,568,157

$5,449,452

$6,484,958

40.7%

$19.92

               
Net Operating Income $6,144,429 $7,631,247 $8,052,969 $8,434,282 $9,434,213 59.3% $28.98
TI/LC 0 0 0 0 782,972 4.9 2.41
Capital Expenditures

0

0

0

0

65,102

0.4

0.20

Net Cash Flow $6,144,429 $7,631,247 $8,052,969 $8,434,282 $8,586,140 53.9% $26.38
               
NOI DSCR(5) 1.31x 1.63x 1.72x 1.80x 2.01x    
NCF DSCR(5) 1.31x 1.63x 1.72x 1.80x 1.83x    
NOI DY(5) 5.5% 6.9% 7.3% 7.6% 8.5%    
NCF DY(5) 5.5% 6.9% 7.3% 7.6% 7.7%    

 

(1)The increase in Net Operating Income from TTM 8/31/2017 to U/W is primarily attributable to newly executed leases, lease renewals, straight-line rent for investment grade tenants and contractual rent steps through November 2018 and the exclusion of rent abatements from U/W Effective Gross Income as the 16 Court Street Borrower (as defined below) reserved $485,028 at origination for free rent.

(2)Underwritten Base Rent is inclusive of contractual rent steps through November 2018 totaling $720,158, straight-line rent for investment grade tenants totaling $214,576 and signed but not occupied rent of $39,536 for C.A. Goldberg, PLLC who is expected to be in occupancy by December 1, 2017.

(3)Other Income consists of storage rent, license rent, late fees and other miscellaneous income.

(4)Total Operating Expenses is inclusive of real estate taxes which were underwritten to a 10-year average. The 16 Court Street Property has a 15-year industrial and commercial incentive plan that began in fiscal year 2010/11. The 15-year phase-in reflects 11 years of 100.0% abatement with real estate taxes phasing in 20.0% per year from years 12 through 15. The real estate taxes are projected to begin the phase-in starting in 2021-2022. Real estate taxes are based on the lower of the phased-in value or the market value.

(5)Debt service coverage ratios and debt yields are based on the 16 Court Street Whole Loan.

 

Appraisal. As of the appraisal valuation date of September 25, 2017 the 16 Court Street Property had an “as-is” appraised value of $175,000,000. The appraiser also concluded to a hypothetical value of the lower and upper floor components (Floors 26-36) of the 16 Court Street Property, assuming they are independent condominium units with a value conclusion of $150,000,000 for the lower condominium unit and $30,000,000 for the upper condominium unit.

 

Environmental Matters. According to a Phase I environmental site assessment dated June 13, 2017, there was no evidence of any recognized environmental conditions at the 16 Court Street Property.

 

Market Overview and Competition. The 16 Court Street Property is located in Downtown Brooklyn, on the corner of Court Street and Montague Street. According to a third party report, the Downtown Brooklyn office submarket, which contains approximately 27 million square feet of net rentable area, has a vacancy rate of 12.5%. According to the appraisal, there are 19 Class A and Class B office buildings located in Downtown Brooklyn that compete directly with the 16 Court Street Property and have a total of approximately 9.3 million square feet of net rentable area and a vacancy rate of 3.8%. The 16 Court Street Property is one subway stop from Manhattan. The Borough Hall subway station and the Jay Street subway station provide transportation connectivity via the A, C, F, M, R, Q, G, N, 2, 3, 4 and 5 trains, which provide access to multiple Manhattan and outer neighborhoods. According to a third party report, the population within a one- and three-mile radius of the 16 Court Street Property is 114,486 and 1,049,392, respectively, and the median household income within a one- and three-mile radius of the 16 Court Street Property is $105,677 and $76,527, 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.

 

50

 

 

16 COURT STREET 

The following table presents certain information relating to comparable leases to the 16 Court Street Property:

 

Comparable Leases(1)

 

Property Name/Location Year Built / Renovated Class Stories Total GLA (SF) Tenant Name Lease Date/Term Lease
Area
(SF)
Annual
Base
Rent
PSF
Lease
Type

Atlantic Terminal

Brooklyn, NY

2003/N/A A 14 399,700 Confidential May 2017 / 10 Yrs 12,973 $53.17 Gross

1 Pierrepont Plaza

Brooklyn, NY

1988/N/A A 19 770,000 Law Department Sept. 2017 / 10 Yrs 39,808 $47.50 Gross
          Federal Defender May 2017 / 10 Yrs 17,273 $50.50 Gross
          FDNY-Pending May 2017 / 15 Yrs 42,107 $49.00 Gross
          SSRC-Pending May 2017 / 10 Yrs 27,241 $47.50 Gross
          Dime Savings Bank of Williamsburgh May 2016 / 10 Yrs 40,481 $50.00 Gross

One Willoughby Street

Brooklyn, NY

Proposed 2021 A 34 472,671 Confidential May 2017 / 10 Yrs 38,612 $60.82 Gross

32 Court Street

Brooklyn, NY

1908/N/A B 22 115,586 Confidential May 2017 / 12 Yrs 1,975 $50.00 Gross

185 Montague Street

Brooklyn, NY

1929/N/A B 12 55,000 Lindamood-Bell Learning April 2017 / 10 Yrs 2,300 $50.00 Gross

41 Flatbush Avenue

Brooklyn, NY

1920/2017 B 10 233,712 Confidential March 2017 / 10 Yrs 26,970 $60.00 Gross

 

(1)Information obtained from the appraisal. All listed properties are within 1.5 miles of the 16 Court Street Property.

 

The Borrower. The borrower for the 16 Court Street Whole Loan is 16 Court St Brooklyn Owner, LLC, a Delaware limited liability company and a special purpose entity with two independent directors (the “16 Court Street Borrower”). Legal counsel to the 16 Court Street Borrower delivered a non-consolidation opinion in connection with the origination of the 16 Court Street Whole Loan. CIM SMA I Investments, LLC is the guarantor of certain nonrecourse carveouts under the 16 Court Street Whole Loan. The nonrecourse carve-out guarantor will be required to maintain a minimum net worth, excluding its interest in the 16 Court Street Property, of $111,000,000 and liquidity of at least $11,100,000.

 

The Borrower Sponsor. The borrower sponsor is CIM SMA I Investments, LLC, a subsidiary of CIM Group, LLC (“CIM”). CIM is a real estate investment firm that focuses on infrastructure investment, property management, leasing, asset management, development, acquisition and investment advisory services. CIM has approximately $19.7 billion of real estate assets under management across its various funds. CIM invests in major metropolitan markets in the United States, such as San Francisco, Los Angeles and New York City. CIM was founded in 1994 and is headquartered in Los Angeles, California. The company has additional offices in Oakland, California, Bethesda, Maryland, Dallas, Texas, and New York, New York.

 

Escrows. The loan documents provide for upfront reserves in the amount of $3,347,154 for sprinkler work, $485,028 for outstanding free rent and $141,392 for outstanding tenant improvements and leasing commissions.

 

The loan documents provide for ongoing monthly escrows of (a) $5,438 for capital expenditures and (b) $27,190 for tenant improvements and leasing commissions. During the continuance of a Cash Sweep Period (as defined below), the 16 Court Street Borrower is required to escrow monthly (i) 1/12 of the annual estimated tax payments and (ii) 1/12 of the annual insurance premiums (unless the 16 Court Street Property is insured via an acceptable blanket insurance policy and such policy is in full force and effect). Additionally, the 16 Court Street Borrower will be required to deposit all excess cash flow into the sprinkler work reserve during the continuance of a Cash Sweep Period. The 16 Court Street Borrower shall not be required to make deposits to the sprinkler work reserve to the extent that any such deposit would increase the amount on deposit in the sprinkler work reserve above the Sprinkler Work Reserve Cap (as defined below). The 16 Court Street Borrower is required to complete the sprinkler work to the lender’s satisfaction on or prior to June 30, 2019.

 

A “Cash Sweep Period” will commence (i) upon the occurrence of an event of default, (ii) upon the net operating income debt yield for the 16 Court Street Whole Loan falling below 6.75% for two consecutive calendar quarters or (iii) as of June 30, 2019 if the sprinkler work has not been completed. A Cash Sweep Period will continue until, in regard to clause (i) above, the cure of such event of default and acceptance of such cure by the lender, in regard to clause (ii) above, the net operating income debt yield for the 16 Court Street Whole Loan is equal to or greater than 6.75% for two consecutive calendar quarters, or in regard to clause (iii) above, (a) the date the lender determines, in its sole but reasonable discretion, that the aggregate amount of funds deposited into the sprinkler work reserve account is at least 110% of the estimated remaining costs required to complete the sprinkler work (the “Sprinkler Work Reserve Cap”) and (b) the completion of the sprinkler work to the lender’s sole but reasonable satisfaction (as evidenced by documentation provided by the 16 Court Street Borrower to the lender or such other documentation as the lender may reasonably request). If more than one event giving rise to a Cash Sweep Period has occurred and is continuing, then the Cash Sweep Period will not terminate unless a cure has occurred with respect to each such event.

 

Lockbox and Cash Management. The 16 Court Street Whole Loan is structured with a hard lockbox and springing cash management. The borrower was required at origination to deliver letters to all tenants at the 16 Court Street Property directing them to pay all rents directly into a lender-controlled lockbox account. All funds received by the borrower or manager are required to be deposited in the lockbox account within three business days following receipt. During the occurrence and continuance of a Cash

  

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

 

 

16 COURT STREET

Sweep Period, all funds are required to be swept each business day into the cash management account controlled by the lender and disbursed on each payment date in accordance with the loan documents, with all excess cash flow to be deposited to an excess cash reserve to be held as additional security for the 16 Court Street Whole Loan.

 

Property Management. The 16 Court Street Property is managed by an affiliate of the borrower.

 

Assumption. The borrower has, at any time (other than the period 60 days after a securitization of a note) the one-time right to transfer the 16 Court Street Property, provided that certain conditions are satisfied, including: (i) no event of default has occurred and is continuing, (ii) the borrower has provided the lender with 30 days’ prior written notice, (iii) the proposed transferee qualifies as a qualified transferee under the 16 Court Street Whole Loan documents, (iv) the payment of a transfer fee of one percent of the then outstanding principal balance of the 16 Court Street Whole Loan, and (v) the lender has received confirmation from KBRA, Fitch and Moody’s that such assumption will not result in a downgrade of the respective ratings assigned to the Series 2017-C42 certificates and similar confirmations from each rating agency rating any securities backed by any of the 16 Court Street Companion Loans.

 

Partial Release. The 16 Court Street Borrower has the ability to convert the 16 Court Street Property into two condominium units and to obtain the release of floors 26 to 36 (the “Residential Condominium Unit”) from the lien of the mortgage of the 16 Court Street Whole Loan. At any time after the later of (a) the date upon which the 16 Court Street Borrower has taken all necessary action in connection with the conversion and such conversion is complete and (b) the end of the lockout period, the borrower may obtain such release of the Residential Condominium Unit by partially defeasing the 16 Court Street Whole Loan (on a pro rata basis as among the pari passu promissory notes) in an aggregate amount at least equal to 115% of $18,500,000, provided that, among others, the following conditions are satisfied: (i) no event of default has occurred and is continuing, (ii) following the release of the Residential Condominium Unit, the undefeased portion of the 16 Court Street Whole Loan will have (a) a loan-to-value ratio equal to or less than 61.82%, (b) a net operating income debt yield not less than the greater the net operating income debt yield as of the origination date of the 16 Court Street Whole Loan and the debt yield immediately prior to the release and (c) a debt service coverage ratio not less than the greater of the debt service coverage ratio as of the origination date of the 16 Court Street Whole Loan and the debt service coverage ratio immediately prior to the release; (iii) a rating agency confirmation from each of KBRA, Fitch and Moody’s that the partial release will not result in a downgrade, withdrawal or qualification of the respective ratings assigned to the Series 2017-C42 Certificates and similar ratings confirmations from each rating agency rating any securities backed by the 16 Court Street Companion Loans with respect to the ratings of such securities, and (iv) any other requirements as stated under the 16 Court Street Whole Loan documents are met. The landlord has the option to terminate certain leases for tenants occupying spaces on floors 26 to 36 in connection with the Residential Condominium Unit conversion.

 

Real Estate Substitution. Not permitted.

 

Subordinate and Mezzanine Indebtedness. Provided no event of default has occurred and is continuing, following the lockout period the 16 Court Street Borrower is permitted to incur future mezzanine indebtedness, provided (a) the mezzanine lender is a qualified institutional lender (as defined in the 16 Court Street Whole Loan documents) and not an affiliate of the 16 Court Street Borrower, (b) the mezzanine lender enters into an intercreditor agreement acceptable to the rating agencies and reasonably acceptable to the lender, (c) the mezzanine loan will be evidenced by terms and documentation approved by lender, (d) the net operating income debt yield (as calculated in the 16 Court Street Whole Loan documents) for the 16 Court Street Whole Loan and the future 16 Court Street mezzanine loan (the “16 Court Street Total Debt”) shall be at least the debt yield as of the origination date of the 16 Court Street Whole Loan, (e) the combined loan-to-value ratio for the 16 Court Street Total Debt will not be greater than 61.82%, (f) the debt service coverage ratio of the 16 Court Street Total Debt is equal to or greater than the debt service coverage ratio as of the origination date of the 16 Court Street Whole Loan, (g) a rating agency confirmation from each of KBRA, Fitch and Moody’s that the future mezzanine indebtedness will not result in a downgrade, withdrawal or qualification of the respective ratings assigned to the Series 2017-C42 Certificates and similar ratings confirmations from each rating agency rating any securities backed by the 16 Court Street Companion Loans with respect to the ratings of such securities, and (i) any other requirements as stated under the 16 Court Street Whole Loan documents are met.

 

Ground Lease. None.

 

Terrorism Insurance. The 16 Court Street Whole 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 16 Court Street Property, or that if the Terrorism Risk Insurance Program Reauthorization Act is no longer in effect and such policies contain an exclusion for acts of terrorism, the borrower will obtain, to the extent available, a stand-alone policy that provides the same coverage as the policies would have if such exclusion did not exist. The loan documents also require business interruption insurance covering no less than an amount equal to 100% of the projected gross income from the 16 Court Street Property on an actual loss sustained basis for a 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.

 

52

 

 

(THIS PAGE INTENTIONALLY LEFT BLANK)

 

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

 

53

 

 

(THIS PAGE INTENTIONALLY LEFT BLANK)

 

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

 

54

 

 

 

LOGAN TOWN CENTER

 

(GRAPHIC)

 

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

 

55

 

 

LOGAN TOWN CENTER

 

(MAP) 

 

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

 

56

 

 

LOGAN TOWN CENTER

 

(MAP) 

 

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

 

57

 

  

No. 3 – Logan Town Center
 
Loan Information   Property Information
Mortgage Loan Seller: Rialto Mortgage Finance, LLC   Single Asset/Portfolio: Single Asset
Credit Assessment (Fitch/KBRA/Moody’s): NR/NR/NR   Property Type: Retail
Original Principal Balance(1): $55,000,000   Specific Property Type: Anchored
Cut-off Date Balance(1): $55,000,000   Location: Altoona, Pennsylvania
% of Initial Pool Balance: 7.4%   Size: 715,791 SF
Loan Purpose: Refinance  

Cut-off Date

Balance Per SF(1):

$107.57
Borrower Name: TKG Logan Town Centre, LP   Year Built/Renovated: 2006/2012
Borrower Sponsor: E. Stanley Kroenke   Title Vesting: Fee
Mortgage Rate: 4.620%   Property Manager: Self-managed
      4th Most Recent Occupancy (As of): 98.4% (12/31/2013)
Note Date: November 8, 2017   3rd Most Recent Occupancy (As of): 98.7% (12/31/2014)
Anticipated Repayment Date: NAP   2nd Most Recent Occupancy (As of): 98.5% (12/31/2015)
Maturity Date: November 6, 2027   Most Recent Occupancy (As of): 98.8% (12/31/2016)
IO Period: 60 months   Current Occupancy (As of): 98.3% (10/13/2017)
Loan Term (Original): 120 months    
Seasoning: 1 month   Underwriting and Financial Information:
Amortization Term (Original): 360 months   4th Most Recent NOI (As of):    NAV(3)
Loan Amortization Type: Interest-only, Amortizing Balloon   3rd Most Recent NOI (As of): $7,075,952 (12/31/2015)
Interest Accrual Method: Actual/360   2nd Most Recent NOI (As of): $7,277,712 (12/31/2016)
Call Protection: L(24),GRTR 1% or YM(92),O(4)   Most Recent NOI (As of): $7,297,512 (TTM 9/30/2017)
Lockbox Type: Springing    
Additional Debt(1): Yes   U/W Revenues: $8,601,602
Additional Debt Type(1): Pari Passu   U/W Expenses: $1,560,499
      U/W NOI: $7,041,103
      U/W NCF: $6,575,839
Escrows and Reserves(2):         U/W NOI DSCR(1): 1.48x
          U/W NCF DSCR(1): 1.39x
Type: Initial Monthly Cap (If Any)   U/W NOI Debt Yield(1): 9.1%
Taxes $0 Springing NAP   U/W NCF Debt Yield(1): 8.5%
Insurance $0 Springing NAP   As-Is Appraised Value: $117,000,000
Replacement Reserves $0 Springing NAP   As-Is Appraisal Valuation Date: October 20, 2017
TI/LC Reserve $0 Springing $1,789,478   Cut-off Date LTV Ratio(1): 65.8%
          LTV Ratio at Maturity or ARD(1): 60.3%
               
(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 Logan Town Center Whole Loan as defined below.

(2)See “Escrows” section.

(3)The Logan Town Center Borrower purchased the Logan Town Center Property in June 2014, therefore no operating history was available for 2014.

 

The Mortgage Loan. The mortgage loan (the “Logan Town Center Mortgage Loan”) is part of a whole loan (the “Logan Town Center Whole Loan”) evidenced by two pari passu promissory notes that is secured by a first mortgage encumbering the fee simple interest in a 715,791 square foot anchored retail property located in Altoona, Pennsylvania (the “Logan Town Center Property”). The Logan Town Center Whole Loan was originated on November 8, 2017 by Rialto Mortgage Finance, LLC. The Logan Town Center Whole Loan had an original principal balance of $77,000,000, has an outstanding principal balance as of the Cut-off Date of $77,000,000 and accrues interest at an interest rate of 4.620% per annum. The Logan Town Center Whole Loan had an initial term of 120 months, has a remaining term of 119 months as of the Cut-off Date and requires interest-only payments for the first 60 months following origination and, thereafter, requires payments of principal and interest based on a 30-year amortization schedule. The Logan Town Center Whole Loan matures on November 6, 2027.

 

Note A-1, which will be contributed to the WFCM 2017-C42 Trust, had an original balance of $55,000,000, an outstanding principal balance as of the Cut-Off Date of $55,000,000 and represents the controlling interest in the Logan Town Center Whole Loan. The non-controlling Note A-2, with an original balance of $22,000,000, referred to herein as the “Logan Town Center Companion Loan” is expected to be contributed to the UBS 2017-C6 securitization trust. See “Description of the Mortgage Pool—The Whole Loans-The Serviced Whole Loans” 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.

 

58

 

 

LOGAN TOWN CENTER

 

Pari Passu Note Summary

 

  Original Balance   Note Holder Controlling Interest
Note A-1 $55,000,000   WFCM 2017-C42 Yes
Note A-2 $22,000,000   UBS 2017-C6 (expected) No
Total $77,000,000      

 

Following the lockout period and prior to August 6, 2027, the borrower has the right to voluntarily prepay the Logan Town Center Whole Loan in whole, but not in part, provided that the borrower pays the greater of a yield maintenance premium or a prepayment premium equal to 1.0% of the then outstanding principal balance. The Logan Town Center Whole Loan is prepayable without penalty on or after August 6, 2027.

 

Sources and Uses

 

Sources         Uses      
Original whole loan amount $77,000,000   99.9%   Loan Payoff $76,393,067   99.1%
Borrower Equity 75,684   0.1    Closing Costs 682,617   0.9   
Total Sources $77,075,684   100.0%   Total Uses $77,075,684   100.0%

 

The Property. The Logan Town Center Property is an anchored retail center containing approximately 715,791 square feet of net rentable area located in Altoona, Pennsylvania. Built in 2006 and renovated in 2012, The Logan Town Center Property consists of ten one-story buildings situated on a 62.9-acre parcel. The Logan Town Center Property is anchored by Giant Eagle, Kohl’s and Boscov’s, and junior-anchored by Dicks Sporting Goods, Staples, Best Buy, Barnes & Noble, Ashley Furniture, Ross Dress for Less, Petco, Michael’s and Bed Bath & Beyond. There are three pads that are ground leased to Texas Roadhouse, DQ Grill & Chill and GetGo, which are included in the overall square footage of the Logan Town Center Property. Additionally, the Logan Town Center Property is shadow-anchored by Home Depot on the northern end of the shopping center (not part of the collateral). There are three additional undeveloped pad sites that are part of the collateral. The Logan Town Center Property contains 3,150 surface parking spaces, resulting in a parking ratio of 4.40 spaces per 1,000 square feet of rentable area. As of October 13, 2017, the Logan Town Center Property was 98.3% occupied by 36 tenants.

 

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

 

59

 

 

LOGAN TOWN CENTER

 

The following table presents certain information relating to the tenancies at the Logan Town Center Property:

 

Major Tenants(1)

 

Tenant Name Credit Rating
(Fitch/

Moody’s/
S&P)(2)
Tenant NRSF % of
NRSF
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 Tenant – Collateral                
Giant Eagle NR/NR/NR 85,778 12.0% $13.50 $1,158,003 15.3% $390 3.9% 11/30/2026(5)
Kohl’s BBB/Baa2/BBB- 88,100 12.3% $9.07 $798,644 10.6% NAV NAV 1/31/2027(6)
Boscov’s NR/NR/NR 190,000 26.5% $3.16 $600,000 7.9% $128 3.2% 8/31/2026(7)
Total Anchor Tenant – Collateral  363,878 50.8%      $7.03 $2,556,647 33.8%      
             
Major Tenants – Collateral              
Dicks Sporting Goods NR/NR/NR 45,000 6.3% $11.00 $495,000 6.5% NAV NAV 1/31/2022(8)
Staples NR/B1/B+ 20,388 2.8% $23.69 $482,918 6.4% NAV NAV 2/28/2022(9)
Best Buy BBB-/Baa1/BBB- 20,000 2.8% $19.50 $390,000 5.2% NAV NAV 1/31/2022(10)
Barnes & Noble NR/NR/NR 26,000 3.6% $13.65 $354,825 4.7% NAV NAV 1/31/2022(11)
Ashley Furniture NR/NR/NR 36,552 5.1% $9.19 $335,822 4.4% NAV NAV 5/31/2021
Ross Dress For Less NR/A3/A- 29,939 4.2% $10.84 $324,510 4.3% NAV NAV 1/31/2022(12)
Petco NR/B2/B 15,000 2.1% $18.76 $281,325 3.7% NAV NAV 1/30/2021(13)
Michael’s NR/NR/NR 21,303 3.0% $11.00 $234,333 3.1% NAV NAV 3/31/2022(14)
Bed Bath & Beyond NR/Baa1/BBB 23,554 3.3% $9.76 $230,000 3.0% NAV NAV 1/31/2022(15)
Ulta Salon NR/NR/NR 10,020 1.4% $18.50 $185,370 2.5% NAV NAV 1/30/2021(16)
Total Major Tenants – Collateral 247,756 34.6%    $13.38 $3,314,103       43.8%      
                   
Outparcel / Non-Major Tenants – Collateral 91,739 12.8%    $18.45 $1,692,981 22.4%      
                   
Occupied Collateral Total 703,373 98.3%   $10.75 $7,563,732 100.0%      
                   
Vacant Space(17)   12,418 1.7%            
                   
Collateral Total 715,791 100.0%            
                   

 

(1)Information obtained from the underwritten rent roll.
(2)Certain ratings are those of the parent company whether or not the parent guarantees the lease.
(3)Annual U/W Base Rent PSF and Annual U/W Base Rent include contractual rent escalations through November 1, 2018 of $17,416.
(4)Sales PSF and Occupancy Cost are for the trailing twelve month period ending August 31, 2016 for Boscov’s and November 30, 2016 for Giant Eagle.
(5)Giant Eagle has one, 5-year, one, 4-year and 11-month, and four, 5-year renewal options remaining.
(6)Kohl’s has six, 5-year renewal options remaining.
(7)Boscov’s has four, 5-year renewal options remaining.
(8)Dicks Sporting Goods has two, 5-year and one, 4-year and 11-month renewal options remaining.
(9)Staples has two, 5-year and one, 4-year and 11-month renewal options remaining.
(10)Best Buy has three, 5-year renewal options remaining.
(11)Barnes & Noble has two, 5-year renewal options remaining.
(12)Ross Dress for Less has two, 5-year and one 4-year and 11-month renewal options remaining.
(13)Petco has one, 5-year renewal option remaining.
(14)Michael’s has three, 5-year renewal options remaining.
(15)Bed Bath & Beyond has two, 5-year and one, 4-year and 11-month renewal options remaining.
(16)Ulta Salon has two, 5-year renewal options remaining.
(17)Vacant space includes Subway, which occupies 1,380 square feet at $20.00 per square foot on a month-to-month basis as the tenant has given notice to vacate, and Northwest Savings Bank, which occupies 1,290 square feet at $22.00 per square foot, which is dark. Each such tenant has been underwritten as vacant.

 

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

 

60

 

 

LOGAN TOWN CENTER

 

The following table presents certain information relating to the historical sales at the Logan Town Center Property:

 

Historical Sales (PSF)(1)

 

Tenant Name 2014 2015 2016 Average
National
Sales (PSF)
Current
Occupancy
Cost(2)
Giant Eagle NAV NAV $390 NAV 3.9%
Boscov’s $120 $127 $128 NAV 3.2%
Weighted Average In-line (<10,000 square feet)(3) NAV $271 $271 NAV 10.6%

 

(1)Historical Sales (PSF) are based on historical operating statements provided by the borrower.
(2)Current Occupancy Cost is based on trailing twelve month period ending November 30, 2016 for Giant Eagle and August 31, 2016 for Boscov’s.
(3)2015 and 2016 Weighted Average In-line (<10,000 square feet) Historical Sales (PSF) represent Dress Barn, Panera Bread and Lane Bryant.

 

The following table presents certain information relating to the lease rollover schedule at the Logan Town Center 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 0 0 0.0% 0 0.0% $0 0.0% $0.00
2017 2 6,033 0.8    6,033 0.8% $126,953 1.7% $21.04
2018 0 0 0.0    6,033 0.8% $0 0.0% $0.00
2019 2 4,974 0.7    11,007 1.5% $87,039 1.2% $17.50
2020 3 13,266 1.9    24,273 3.4% $155,090 2.1% $11.69
2021 11 93,928 13.1    118,201 16.5% $1,437,362 19.0% $15.30
2022 12 213,611 29.8    331,812 46.4% $3,040,386 40.2% $14.23
2023 1 1,800 0.3    333,612 46.6% $65,004 0.9% $36.11
2024 0 0 0.0    333,612 46.6% $0 0.0% $0.00
2025 0 0 0.0    333,612 46.6% $0 0.0% $0.00
2026 3 278,778 38.9    612,390 85.6% $1,795,503 23.7% $6.44
2027 2 90,983 12.7    703,373 98.3% $856,394 11.3% $9.41
Thereafter 0 0 0.0    703,373 98.3% $0 0.0% $0.00
Vacant(4) 0 12,418 1.7    715,791 100.0% $0  0.0% $0.00
Total/Weighted Average 36 715,791 100.0%         $7,563,732   $10.75

 

(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)Vacant space includes Subway, which occupies 1,380 square feet at $20.00 per square foot on a month-to-month basis as the tenant has given notice to vacate, and Northwest Savings Bank, which occupies 1,290 square feet at $22.00 per square foot, which is dark. Each such tenant has been underwritten as vacant.

 

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

 

Historical Occupancy

 

12/31/2013(1)

12/31/2014(1)

12/31/2015(1)

12/31/2016(1)

10/13/2017(2)(3)

98.4% 98.7% 98.5% 98.8% 98.3%

 

(1)Information obtained from the borrower.

(2)Information obtained from the underwritten rent roll.

(3)Vacant space includes Subway, which occupies 1,380 square feet at $20.00 per square foot on a month-to-month basis as the tenant has given notice to vacate, and Northwest Savings Bank, which occupies 1,290 square feet at $22.00 per square foot, which is dark. Each such tenant has been underwritten as vacant.

 

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

 

61

 

 

LOGAN TOWN CENTER

 

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 Logan Town Center Property:

 

Cash Flow Analysis

 

   2015  2016  TTM 9/30/2017  U/W  % of Effective
Gross Income
  U/W $ per SF  
Base Rent  $7,202,628   $7,340,901   $7,490,979   $7,546,316   87.7%  $10.54   
Rent Steps  0   0   0   17,416   0.2   0.02   
Grossed Up Vacant Space  0   0   0   250,940   2.9   0.35   
Percentage Rent  3,182   7,691   0   10,700   0.1   0.01   
Total Reimbursables  1,325,933   1,287,080   1,194,387   1,228,946   14.3   1.72   
Other Income  1,000   2,547   125   0   0.0   0.00   
Less Vacancy & Credit Loss  0   0   0   (452,716)(1)  (5.3)  (0.63)  
Effective Gross Income  $8,532,743   $8,638,219   $8,685,491   $8,601,602   100.0%  $12.02   
                           
Total Operating Expenses  $1,456,791   $1,360,507   $1,387,978   $1,560,499   18.1%  $2.18   
Net Operating Income  $7,075,952   $7,277,712   $7,297,512   $7,041,103   81.9%  $9.84   
  TI/LC  0   0   0   357,896   4.2   0.50   
  Capital Expenditures  0   0   0   107,369   1.2   0.15   
Net Cash Flow  $7,075,952   $7,277,712   $7,297,512   $6,575,839   76.4%  $9.19   
                           
NOI DSCR(2)  1.49x  1.53x  1.54x  1.48x          
NCF DSCR(2)  1.49x  1.53x  1.54x  1.39x          
NOI DY(2)  9.2%  9.5%  9.5%  9.1%          
NCF DY(2)  9.2%  9.5%  9.5%  8.5%          

(1)The underwritten economic vacancy is 5.0%.

(2)Debt service coverage ratios and debt yields are based on the Logan Town Center Whole Loan.

 

Appraisal. As of the appraisal valuation date of October 20, 2017, the Logan Town Center Property had an “as-is” appraised value of $117,000,000.

 

Environmental Matters. According to a Phase I environmental assessment dated October 24, 2017, there was no evidence of any recognized environmental conditions at the Logan Town Center Property.

 

Market Overview and Competition. The Logan Town Center Property is located in Altoona, Pennsylvania, in Logan Township, just east of the City of Altoona. Logan Township is situated in central Blair County, approximately 97 miles east of the City of Pittsburgh, approximately 225 miles northwest of the City of Philadelphia and approximately 45 miles southwest of State College, home of Penn State University. Altoona serves as the Blair County-seat and is the principal city of the Altoona metropolitan statistical area. Major employers in the Altoona metropolitan statistical area include UPMC Altoona, Sheetz Inc., Wal-Mart Stores, Inc. and Pennsylvania State University. Penn State – Altoona is a full-service, four-year university offering 21 majors, six associate degrees, and numerous minor and certificate programs with an enrollment of 3,493 undergraduates and a staff of approximately 575 employees.

 

Primary access to the Logan Town Center Property’s neighborhood is provided by Interstate 99 (“I-99”) and U.S. Route 22 (“US-22”). I-99 is a major north/south interstate providing access to Interstate 80 and State College to the north, and can be accessed less than 1/2-mile north of the Logan Town Center Property. US-22 is an east/west highway that runs through Pennsylvania and provides direct access to Pittsburgh to the west. The Logan Town Center Property is situated alongside I-99 with access to the Logan Town Center Property from Frankstown Road. The immediate area surrounding the Logan Town Center Property includes primary types of non-residential developments within the neighborhood, consisting of office, retail and light industrial use. Other development includes assisted living and mid-rise apartment buildings. The majority of the single-family residential development within a three-mile radius of the Logan Town Center Property can be described as tract homes in the $50,000 to $150,000 price range. The 2017 estimated population within a one-, three-, and five-mile radius of the Logan Town Center Property was 2,411, 46,646 and 75,796, respectively. The 2017 average household within the same radii was $67,387, $57,620 and $61,122, respectively. East of the Logan Town Center Property is predominantly undeveloped, while west of I-99 is the City of Altoona, which serves as the area’s economic center. The Logan Valley Mall is situated across I-99, southwest of the Logan Town Center Property. Logan Valley Mall is a regional shopping center anchored by Macy’s, JCPenney, and Sears. Other retailers in the area include Weis Markets, Hobby Lobby, Target, Walmart Supercenter, and Lowe’s. Other notable developments and tourist attractions in the area include Lakemont Park, Mansion Park Stadium, and Blair County Convention Center.

 

According to the appraisal, the Logan Town Center Property is located within the Pittsburgh area retail market and the Blair County retail submarket. As of the third quarter 2017, the Pittsburgh area retail market reported an overall vacancy rate of 2.9% and an average asking rental rate of $14.24 per square foot. As of third quarter 2017, the Pittsburgh area retail market reported absorption of 794,164 square feet and new construction of 617,970 square feet. The Blair County retail submarket reported an overall vacancy rate of 2.5% and an average asking rental rate of $13.49 per square foot. As of third quarter 2017, the Blair County retail submarket reported negative absorption of 30,437 square feet and new construction of 7,500 square feet.

 

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

 

62

 

 

LOGAN TOWN CENTER

 

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

 

Competitive Set(1)

 

Property Name / Location Year Built/ Renovated Total GLA (SF) Occupancy Distance to Subject Major / Anchor Tenants

Logan Town Center (Subject)

Altoona, PA

 

2006/2012 715,791 98.3% - Boscov’s, Kohl’s, Giant Eagle

Petco – Sierra North Plaza

Altoona, PA

 

2015/NAP 136,934 100.0% 4.0 miles Petco

Park Hills Plaza

Altoona, PA

 

1976/NAP 324,292 82.0% 3.4 miles Weiss

Century III Plaza

West Mifflin, PA

 

1996/NAP 370,683 100.0% 3.4 miles Home Depot

At Home – West Manchester Mall

York, PA

 

1995/2016 119,797 100.0% 152.0 miles At Home

Shoppes at Pittsburgh Mills

Frazier Township, PA

 

2005/NAP 9,907 76.0% 92.5 miles NAP

Nittany Mall

State College, PA

 

1968/NAP 436,136 92.0% 45.0 miles Dunham’s Sporting Goods

Tanglewood Plaza

Hilliard, OH

2007/NAP 117,806 100.0% 291.0 miles Dick’s Sporting Goods, HHGregg

 

(1)Information obtained from the appraisal dated October 20, 2017 and the underwritten rent roll.

 

The Borrower. The borrower is TKG Logan Town Centre, LP, a single-purpose Missouri limited partnership. Legal counsel to the borrower delivered a non-consolidation opinion in connection with the origination of the Logan Town Center Whole Loan. The Logan Town Center borrower is owned by E. Stanley Kroenke (99.50%) as limited partner and TKG Logan Town Centre Realty, Inc. (0.50%) as single-purpose general partner with two independent directors. TKG Logan Town Centre Realty, Inc. is a Missouri Corporation, wholly owned by E. Stanley Kroenke. E. Stanley Kroenke is the non-recourse carveout guarantor and borrower sponsor for the Logan Town Center Loan.

 

The Borrower Sponsor. The borrower sponsor, E. Stanley Kroenke, is chairman, co-founder, and owner of THF Realty, a real estate development firm. Mr. Kroenke holds real estate interests in shopping centers, office buildings, industrial and warehouse properties, sports stadiums and storage facilities across the United States. Mr. Kroenke owns 247 properties totaling approximately 39.1 million square feet. Mr. Kroenke’s current and former board and trustee memberships include Wal-Mart Stores, Inc., Central Bancompany, Boone County National Bank and Community Investments Partnerships of St. Louis. Mr. Kroenke also owns the Denver Nuggets of the National Basketball Association, the Colorado Avalanche of the National Hockey League, the St. Louis Rams of the National Football League, and is the largest shareholder in Arsenal FC of the English Premier League. The borrower sponsor is one of several defendants under complaints filed in April 2016 by the City of St. Louis related to the decision to relocate St. Louis Rams to Los Angeles. See “Description of the Mortgage Pool - Litigation and Other Considerations” in the Prospectus.

 

Escrows. No upfront reserves were required at origination. No ongoing monthly escrows are required for real estate taxes, insurance, replacement reserves or tenant improvement and leasing commissions so long as no Cash Management Trigger Event or Cash Sweep Event (see “Lockbox and Cash Management” section) has occurred and is continuing under the Logan Town Center Whole Loan documents.

 

In the event a Cash Management Trigger Event or a Cash Sweep Event (as defined below) has occurred, the borrower is required to make monthly deposits: (i) for the payment of real estate taxes in an amount equal to 1/12 of the amount that the lender estimates will be necessary to pay taxes over the then succeeding 12-month period and for the payment of insurance in an amount equal to 1/12 of the amount that the lender estimates will be necessary to pay insurance premiums over the then succeeding 12-month period; (ii) $8,947 for replacement reserves; and (iii) $29,825 for tenant improvement and leasing commissions (subject to a cap of $1,789,478). In addition, when a Cash Management Trigger Event and a Cash Sweep Event are in effect, the borrower is required to deposit in the TI/LC reserve any amounts paid to the borrower in connection with a termination, cancellation, sale or other disposition of any lease (or portion of the lease) other than any amount that relates to periods prior to such disposition date.

 

Lockbox and Cash Management. The Logan Town Center Whole Loan requires a springing lockbox and springing 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 and instruct tenants to deposit rents into such lockbox account. The Logan Town Center Whole 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. Pursuant to the Logan Town Center Whole Loan documents, all excess funds on deposit are required to be applied as follows (a) if a Cash Sweep Event (as defined below) is not in effect, to the borrower; and (b) if a Cash Sweep Event is in effect due to the existence of a Critical Tenant Trigger Event (as defined below) to the Critical Tenant TI/LC account until the applicable Critical Tenant Trigger Event cure has occurred. If a Cash Sweep Event is in effect but a Critical Tenant Trigger Event is not in effect, then funds shall be applied to the excess cash flow 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.

 

63

 

 

LOGAN TOWN CENTER

 

A “Cash Management Trigger Event” will commence upon (i) the occurrence and continuation of an event of default; (ii) the borrower’s second late debt service payment within any consecutive 12-month period; (iii) any bankruptcy action with respect to the borrower, the guarantor or the property manager; (iv) a Cash Management DSCR Trigger Event (as defined below); or (v) a Critical Tenant Trigger Event (as defined below). A Cash Management Trigger Event will end with respect to clause (i) above, when such event of default has been cured; with respect to clause (ii), when the debt service payments have been made on time for 12 consecutive months; with respect to clause (iii), when such bankruptcy petition has been discharged, stayed, or dismissed within 60 days of such filing among other conditions for the borrower or guarantor and within 120 days for the property manager, and certain other conditions have been satisfied; with respect to clause (iv) the date the trailing 12-month amortizing net operating income debt service coverage ratio is greater than 1.15x for two consecutive calendar quarters, and certain other conditions have been satisfied; and with respect to clause (v) the date a Critical Tenant Trigger Event cure has occurred.

 

A “Cash Management DSCR Trigger Event” will occur on any day the debt service coverage ratio, based on the trailing 12-month period immediately preceding the date of such determination, is less than 1.15x, unless, within five days of such date, the borrower delivers one or more Master Leases (as defined below) that result in a minimum debt service coverage ratio of 1.25x for the Logan Town Center Whole Loan.

 

A “Cash Sweep Event” will occur upon (i) the occurrence and continuation of an event of default; (ii) any bankruptcy action with respect to the borrower, the guarantor or the property manager; (iii) a Cash Sweep DSCR Trigger Event (as defined below); or (iv) a Critical Tenant Trigger Event (as defined below). A Cash Sweep Event will end with respect to clause (i) when such event of default has been cured; with respect to clause (ii), when such bankruptcy petition has been discharged, stayed, or dismissed within 30 days of such filing for the borrower or guarantor, and within 120 days of such filing by the property manager, and certain other condition have been satisfied; with respect to clause (iii) above, the date the trailing 12-month amortizing net operating income debt service coverage ratio is greater than 1.10x for two consecutive calendar quarters, and certain other conditions have been satisfied; and with respect to clause (iv) above, the date a Critical Tenant Trigger Event cure has occurred.

 

A “Cash Sweep DSCR Trigger Event” will occur on any date the debt service coverage ratio, based on the trailing 12-month period immediately preceding the date of such determination, is less than 1.10x, unless, within five days of such date, the borrower delivers one or more Master Leases (as defined below) that result in a minimum debt service coverage ratio of 1.25x for the Logan Town Center Whole Loan.

 

A “Critical Tenant Trigger Event” will occur if E. Stanley Kroenke is not the guarantor and (i) if Boscov’s, Kohl’s, Giant Eagle or any other tenant occupying the space currently occupied by such tenant or tenants (each, a “Critical Tenant” and each related lease, a “Critical Tenant Lease”) gives notice of its intention to not extend or renew its lease; (ii) on the date that is twelve months prior to the related lease expiration date if the Critical Tenant has failed to give notice of its election to renew its lease; (iii) on the date on which the Critical Tenant is required under its lease to notify the borrower of its election to renew its lease, and the Critical Tenant fails to give such notice; (iv) if an event of default under the Critical Tenant Lease occurs or is continuing; (v) if a bankruptcy action with respect to the Critical Tenant occurs; (vi) if the Critical Tenant discontinues its normal business operations; or (vii) if the Critical Tenant is downgraded below “BBB-” or the equivalent by any credit reporting agency. A Critical Tenant Trigger Event will end (a) with respect to clauses (i), (ii) or (iii), the date that (1) a Critical Tenant Lease extension is executed and delivered to lender by the borrower and the related tenant improvements costs, leasing commissions and other material costs and expenses have been deposited into the Critical Tenant TI/LC account; or (2) a Critical Tenant Space Re-tenanting Event (as defined below) has occurred; (b) with respect to clause (iv) after a cure of the applicable event of default; (c) with respect to clause (v), after an affirmation that the Critical Tenant is actually paying all rents and other amounts under its lease; (d) with respect to clause (vi), the Critical Tenant re-commences its normal business operations or a Critical Tenant Space Re-tenanting Event (as defined below) has occurred; or (e) with respect to clause (vii) the date the credit rating of the related Critical Tenant is no longer less than “BBB-” or the equivalent by any credit reporting agency.

 

A “Critical Tenant Space Re-tenanting Event” will occur on the date each of the following conditions has been satisfied: (i) the Critical Tenant space is at least 75% leased to one or more replacement tenants for a term of at least five years and on terms that are acceptable to the lender; (ii) all tenant improvement costs, leasing commissions and other material costs and expenses relating to the re-letting of the space have been paid in full; and (iii) the replacement tenant(s) are conducting normal business operations at the related Critical Tenant space.

 

A “Master Lease” is a lease agreement between the borrower, as landlord, and the guarantor, as tenant, that (i) is for a term of 10 or more years; (ii) is subordinate to the loan documents, and (iii) contains terms and conditions reasonably acceptable to the lender. The Master Lease may not be amended without the prior consent of the lender and can be terminated only (x) if no event of default exists and (y) if, as of the Master Lease termination date, (a) the debt service coverage ratio is not less than 1.25x for two consecutive quarters without including rent from the Master Lease, or (b) the borrower has deposited with the lender an amount equal to cash flow that would have been swept into the excess cash flow account, among other conditions. There are no Master Leases currently in effect.

 

Property Management. The Logan Town Center Property is managed by TKG Management, Inc., an affiliate of the borrower sponsor.

 

Assumption. The borrower has the right to transfer the Logan Town Center Property, 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) execution of a recourse guaranty and an environmental indemnity by an affiliate of the transferee; and (iii) if requested by the lender, rating agency confirmation from Fitch, KBRA and Moody’s that the transfer will not result in a downgrade, withdrawal or qualification of the respective ratings assigned to the Series 2017-C42 Certificates.

 

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

 

64

 

 

LOGAN TOWN CENTER

 

Partial Release. Not permitted.

 

Real Estate Substitution. Not permitted.

 

Subordinate and Mezzanine Indebtedness. Not permitted.

 

Ground Lease. None.

 

Terrorism Insurance. The Logan Town Center Whole 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 Logan Town Center 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 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.

 

65

 

 

(THIS PAGE INTENTIONALLY LEFT BLANK)

 

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

 

66

 

 

 

ONE CENTURY PLACE

 

 (GRAPHIC)

 

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

 

67

 

 

ONE CENTURY PLACE

 

 

 

(GRAPHIC) 

 

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

 

68

 

  

ONE CENTURY PLACE

 

(MAP) 

 

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

 

69

 

  

No. 4 – One Century Place
 
Loan Information   Property Information
Mortgage Loan Seller: Barclays Bank PLC   Single Asset/Portfolio: Single Asset
Credit Assessment (Fitch/KBRA/Moody’s): NR/NR/NR   Property Type: Office
Original Principal Balance(1): $44,000,000   Specific Property Type: Suburban
Cut-off Date Balance(1): $44,000,000   Location: Nashville, TN
% of Initial Pool Balance: 5.9%   Size: 538,792 SF
Loan Purpose: Acquisition   Cut-off Date Balance Per SF(1): $123.05
Borrower: SCUS OCP LLC   Year Built/Renovated: 1991/2016
Borrower Sponsor: Stone Company SPC   Title Vesting: Fee
Mortgage Rate: 3.790%   Property Manager: Transwestern
Note Date: October 19, 2017   4th Most Recent Occupancy (As of)(4): NAV
Anticipated Repayment Date: NAP   3rd Most Recent Occupancy (As of)(4) 93.0% (12/31/2014)
Maturity Date: November 6, 2027   2nd Most Recent Occupancy (As of)(4): 98.7% (12/31/2015)
IO Period: 120 months   Most Recent Occupancy (As of)(4): 99.8% (12/31/2016)
Loan Term (Original): 120 months   Current Occupancy (As of)(4): 99.8% (10/11/2017)
Seasoning: 1 month    
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): $6,367,858 (12/31/2014)
Call Protection: L(23),GRTR 1% or YM(91),O(6)   3rd Most Recent NOI (As of): $6,220,568 (12/31/2015)
Lockbox Type: Hard/Springing Cash Management   2nd Most Recent NOI (As of): $6,986,174 (12/31/2016)
Additional Debt(1): Yes   Most Recent NOI (As of):  $7,145,819 (TTM 8/31/2017)
Additional Debt Type(1)(2): Pari Passu; Future Mezzanine; Future    
  Unsecured      
      U/W Revenues: $12,080,931
      U/W Expenses: $4,449,986
Escrows and Reserves(3):         U/W NOI: $7,630,945
          U/W NCF: $6,967,293
Type: Initial Monthly Cap (If Any)   U/W NOI DSCR(1): 3.00x
          U/W NCF DSCR(1): 2.73x
Taxes $0 Springing NAP   U/W NOI Debt Yield(1): 11.5%
Insurance $0 Springing NAP   U/W NCF Debt Yield(1): 10.5%
Replacement Reserves $0 Springing NAP   As-Is Appraised Value: $102,000,000
TI/LC Reserve $0 Springing NAP   As-Is Appraisal Valuation Date: September 15, 2017
Elevator Upgrades Repair Reserve $2,455,896 $0 NAP   Cut-off Date LTV Ratio(1): 65.0%
Willis Tenant Reserves $0 Springing NAP   LTV Ratio at Maturity or ARD(1): 65.0%
             

 

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

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

(3)See “Escrows” section.

(4)See the table titled “Historical Occupancy.” Historical occupancy prior to 12/31/2014 is unavailable due to acquisition financing.

 

The Mortgage Loan. The mortgage loan (the “One Century Place Mortgage Loan”) is part of a whole loan (the “One Century Place Whole Loan”) evidenced by two pari passu notes secured by a first mortgage encumbering the fee simple interest in a 538,792 square foot office complex located in Nashville, Tennessee (the “One Century Place Property”). The One Century Place Whole Loan was originated on October 19, 2017 by Barclays Bank PLC. The One Century Place Whole Loan had an original principal balance of $66,300,000, has an outstanding principal balance as of the Cut-off Date of $66,300,000 and accrues interest at an interest rate of 3.790% per annum. The One Century Place 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 One Century Place Whole Loan. The One Century Place Whole Loan matures on November 6, 2027.

 

Note A-1, which will be contributed to the WFCM 2017-C42 Trust, had an original principal balance of $44,000,000, has an outstanding principal balance as of the Cut-off Date of $44,000,000 and represents the controlling interest in the One Century Place Whole Loan. The non-controlling Note A-2, had an original principal balance of $22,300,000, has an outstanding principal balance as of the Cut-off Date of $22,300,000 and was contributed to the WFCM 2017-C41 Trust. See “Description of the Mortgage Pool—The Whole Loans—The Serviced Pari Passu Whole Loans” 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.

 

70

 

 

ONE CENTURY PLACE

 

The following table presents a summary of the promissory notes comprising the One Century Place Whole Loan.

 

Note Summary

 

Notes Original Balance   Note Holder Controlling Interest
A-1 $44,000,000   WFCM 2017-C42 Yes
A-2 $22,300,000   WFCM 2017-C41 No
Total $66,300,000      

 

On November 6, 2019 and on any business day thereafter, the borrowers have the right to prepay the One Century Place Whole Loan in whole (or in part in connection with a Debt Yield Cure Prepayment, as defined below) on any date on or before May 6, 2027, provided that the borrower pays the greater of a yield maintenance premium or a prepayment premium equal to 1.0% of the principal amount being prepaid. In addition, the One Century Place Whole Loan is prepayable without penalty after May 6, 2027.

 

Sources and Uses

 

Sources       Uses    
Original loan amount $66,300,000 63.7%   Purchase price $100,000,000 96.0%
Borrower sponsors’ new cash contribution 37,838,990 36.3      Reserves 2,455,896 2.4
        Closing costs 1,683,094 1.6
             
Total Sources $104,138,990 100.0%   Total Uses $104,138,990 100.0%

 

The Property. The One Century Place Property consists of a 538,792 square foot, Class A office building located in Nashville, Tennessee, at the I-40/Briley Parkway interchange on the north side of the Nashville International Airport, less than 10.0 miles from downtown Nashville. Constructed in 1991, the One Century Place Property sits on a 28.4-acre site with views of the Downtown Nashville skyline. The One Century Place Property features amenities including a 37,268 square foot conference center with a 200-seat amphitheater and 14 additional meeting spaces that can accommodate up to 75 people each. Additionally, the One Century Place Property includes a full-service cafeteria, with a patio that can seat up to 300 people for breakfast and lunch, as well as provide catering services. According to the sponsor, approximately $5.9 million of capital expenditures have been invested in the One Century Place Property over the last 10 years, including a roof replacement, cooling towers replacement, restroom renovations and parking improvements. The One Century Place Property features both surface and underground garage parking totaling a combined 2,119 spaces (approximately 3.9 per 1,000 square foot).

 

The One Century Place Property is leased to 13 tenants across a diverse spectrum of industries, including government, insurance, financial services, technology and transportation industries. The largest tenants at the One Century Place Property include Willis North America (“Willis”) (36.7% of U/W base rent), Asurion (22.3% of U/W base rent), Tennessee Lottery (11.5% of U/W base rent), and Tennessee Valley Authority (9.7% of U/W base rent). According to the sponsor, Willis as a provider of risk management, insurance brokerage and other risk services, is one of the world’s oldest insurance brokers and is the original tenant at the One Century Place Property. Asurion is a technology solutions company that provides maintenance and insurance services for smartphones, tablets, consumer electronics and other appliances. Tennessee Lottery has sold lottery tickets since 2004 and has provided over $300 million to education programs in the state, and is headquartered at the One Century Place Property. Tennessee Valley Authority is a federally-owned corporation that provides navigation, flood control, electricity generation and economic development in the Tennessee Valley region and ranks as the second largest seller of electricity with over $10.6 billion in revenue in 2016. As of October 11, 2017, the One Century Place Property was 99.8% occupied by 13 tenants, with 72.1% of the net rentable area and 69.1% of the U/W base rent attributable to investment grade tenants.

 

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

 

71

 

 

ONE CENTURY PLACE

 

The following table presents certain information relating to the tenancy at the One Century Place 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 Tenant                            
Willis   BBB/Baa3/NR   177,351   32.9%   $24.71   $4,382,343   36.7%   4/30/2026(3)
Asurion   NR/B1/B+   105,219   19.5%   $25.31   $2,663,583   22.3%   12/31/2023(4)
Tennessee Lottery(5)   NR/Aaa/AAA   55,962   10.4%   $24.56   $1,374,418   11.5%   4/30/2025(6)
Tennessee Valley Authority   NR/Aaa/AA+   45,807   8.5%   $25.22   $1,155,252   9.7%   10/31/2023(7)
American President Lines, Ltd.   NR/NR/NR   40,653   7.5%   $24.35   $989,839   8.3%   5/31/2021(8)
Total Major Tenants       424,992   78.9%   $24.86   $10,565,435   88.6%    
                             
Non-Major Tenants(9)       112,459   20.9%   $12.09   $1,360,156   11.4%    
                             
Occupied Collateral Total       537,451   99.8%   $22.19   $11,925,592   100.0%    
                             
Vacant Space       1,341   0.2%                
                             
Collateral Total       538,792   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 2018, totaling $258,251.

(3)Willis has two, five-year lease renewal options.

(4)Asurion has two, five-year lease renewal options. Asurion has a one-time right to terminate its lease effective September 1, 2019 by providing 12 months’ notice and by the payment of all unamortized brokerage commissions, concessions and tenant improvement allowance in accordance with their lease. See “Escrows” below.

(5)Tennessee Lottery subleases 4,164 square feet to GTECH Corporation and 340 square feet to Scientific Games International, Inc., both coterminous with the Tennessee Lottery lease.

(6)Tennessee Lottery has two, five-year lease renewal options.

(7)Tennessee Valley Authority has two, five-year lease renewal options. Tennessee Valley Authority has a one-time right to terminate its lease effective October 31, 2020 with 12 months’ notice and by the payment of all unamortized costs, six months of rent, and other such payments set forth in the lease if (i) the programmatic element or business unit of Tennessee Valley Authority is no longer doing business within a 50-mile radius of the One Century Place Property or (ii) Tennessee Valley Authority needs less than 90 personnel to conduct its business with reasonable evidence of such factor.

(8)American President Lines, Ltd. has one, five-year lease renewal option. American President Lines, Ltd. has a one-time right to terminate its lease effective August 31, 2019 by providing 10 months’ notice and by the payment of all unamortized brokerage commissions, concessions, tenant improvement allowances and four months of rent in accordance with their lease.

(9)Sodexo was not considered a Major Tenant as Sodexo operates 61,566 square feet of cafe and conference center building amenities space and thus pays reduced rents.

 

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

 

72

 

 

ONE CENTURY PLACE

 

The following table presents certain information relating to the lease rollover schedule at the One Century Place 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 0 0 0.0% 0 0.0% $0 0.0% $0.00
2017 1 1,656 0.3% 1,656 0.3% $34,114 0.3% $20.60
2018 2 14,071 2.6% 15,727 2.9% $342,907 2.9% $24.37
2019(4) 1 1 0.0% 15,728 2.9% $3,600 0.0% $3,600
2020(5) 2 4,650 0.9% 20,378 3.8% $57,458 0.5% $12.36
2021(6) 2 102,219 19.0% 122,597 22.8% $1,172,539 9.8% $11.47
2022 1 30,515 5.7% 153,112 28.4% $739,378 6.2% $24.23
2023 2 151,026 28.0% 304,138 56.4% $3,818,836 32.0% $25.29
2024 0 0 0.0% 304,138 56.4% $0 0.0% $0.00
2025 1 55,962 10.4% 360,100 66.8% $1,374,418 11.5% $24.56
2026 1 177,351 32.9% 537,451 99.8% $4,382,343 36.7% $24.71
2027 0 0 0.0% 537,451 99.8% $0 0.0% $0.00
Thereafter 0 0 0.0% 537,451 99.8% $0 0.0% $0.00
Vacant 0 1,341 0.2% 538,792 100.0% $0 0.0% $0.00
Total/Weighted Average 13 538,792 100.0%     $11,925,592 100.0% $22.19

 

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

(4)2019 represents XO Communications, a telecommunication tenant which operates optical fiber and other telecommunications equipment throughout the One Century Place Property.

(5)2020 includes 2,845 square feet of management office and storage space.

(6)2021 includes all of Sodexo’s leased area and rent, which includes the contractual right to use the cafe space to provide meals to third-party customers, which right is renewed annually.

 

The following table presents historical occupancy percentages at the One Century Place Property:

 

Historical Occupancy

 

12/31/2013(1) 

 

12/31/2014(1)(2) 

 

12/31/2015(1)(2) 

 

12/31/2016(1) 

 

10/11/2017(3) 

NAV   93.0%   98.7%   99.8%   99.8%

 

(1)Information obtained from the borrower. Historical occupancy prior to 12/31/2014 is unavailable due to acquisition financing.

(2)The increase from 12/31/2014 occupancy to 12/31/2015 occupancy is primarily attributable to the Cummins, Inc. lease commencing on August 1, 2015 for 30,515 square feet

(3)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.

 

73

 

 

ONE CENTURY PLACE

 

Operating History and Underwritten Net Cash Flow. The following table presents certain information relating to the underwritten net cash flow at the One Century Place Property:

 

Cash Flow Analysis

 

  2014   2015(1)   2016(1)   TTM 8/31/2017(1)   U/W(1)  

% of U/W

Effective

Gross

Income

  U/W $
per SF
 
Base Rent $10,756,676   $10,561,928   $11,240,027   $11,507,964   $12,482,529(2)   103.3%   $23.17  
Grossed Up Vacant $0   $0   $0   $0   $34,866   0.3   0.06  
Total Reimbursables $352,178   $105,505   $183,490   $54,972   $57,003   0.5   0.11  
Other Income $182,561   $173,449   $102,875   $135,254   $135,254   1.1   0.25  
Less Vacancy & Credit

 

0

 

0

 

0

 

(628,720)(3)

 

(5.2)

 

(1.17)

 
Effective Gross $11,291,415   $10,840,882   $11,526,392   $11,698,190   $12,080,931   100.0%   $22.42  
                             
Total Operating Expenses $4,923,558   $4,620,314   $4,540,218   $4,552,371   $4,449,986   36.8%   $8.26  
               
Net Operating Income $6,367,858   $6,220,568   $6,986,174   $7,145,819   $7,630,945   63.2%   $14.16  
TI/LC 0   0   0   0   538,792   4.5   1.00  
Capital Expenditures

0

 

0

 

0

 

0

 

124,861

 

1.0

 

0.23

 
Net Cash Flow $6,367,858   $6,220,568   $6,986,174   $7,145,819   $6,967,293   57.7%   $12.93  
                             
NOI DSCR(4) 2.50x   2.44x   2.74x   2.80x   3.00x          
NCF DSCR(4) 2.50x   2.44x   2.74x   2.80x   2.73x          
NOI DY(4) 9.6%   9.4%   10.5%   10.8%   11.5%          
NCF DY(4) 9.6%   9.4%   10.5%   10.8%   10.5%          

 

(1)The increase in Net Operating Income from 2015 to U/W is primarily attributable to Cummins, Inc. lease commencing on August 1, 2015 for 30,515 square feet.

(2)U/W Base Rent includes contractual rent steps through August 2018, totaling $258,251 and straight-line rent through maturity totaling $556,937 for four investment grade tenants.

(3)The underwritten economic vacancy is 5.0%. The One Century Place Property was 99.8% leased as of October 11, 2017.

(4)Debt service coverage ratios and debt yields are based on the One Century Place Whole Loan.

 

Appraisal. As of the appraisal valuation date of September 15, 2017 the One Century Place Property had an “as-is” appraised value of $102,000,000. The appraised value excludes the 15.0 acre development release parcel described in the “Free Release” section below.

 

Environmental Matters. According to a Phase I environmental site assessment dated July 6, 2017, there was no evidence of any recognized environmental conditions at the One Century Place Property.

 

Market Overview and Competition. The One Century Place Property is located in the Airport North office submarket of the Nashville market, in close proximity to the Nashville International Airport. The Nashville International Airport served more than 13.0 million passengers in 2016, an 11.0% increase over the previous year. In August 2016, the Metro Nashville Airport Authority announced a $1.2 billion renovation and expansion to be completed in phases over the subsequent five to seven years. The One Century Place Property benefits from access to the Briley Parkway within a mile of the property, and Interstate 40 within 2.0 miles of the One Century Place Property.

 

As of the second quarter of 2017, the Airport North office submarket had approximately 6.3 million square feet of office inventory, average asking rents of $20.32 per square foot and a vacancy rate of 4.2%. According to the appraisal, the 2016 estimated population within a one, three and five-mile radius of the One Century Place Property was 3,780, 39,861 and 147,318, respectively; while the 2016 estimated average household income within the same radii was $52,753, $54,100 and $54,051, respectively.

 

The following table presents certain information relating to comparable office leases for the One Century Place Property:

 

Comparable Leases(1)

 

Property Name/Location Year Built Occupancy Distance from Subject Tenant Name Lease Date/Term Lease Area (SF) Annual Base Rent PSF Lease Type

UBS Tower 

Nashville, TN 

1973 94% 8.1 miles Houzz Inc.

Mar. 2018 / 

10 Yrs. 

18,675 $27.00 FSG

Lakeview I 

Nashville, TN 

1986 68% 0.2 miles Confidential

Feb. 2018 / 

5 Yrs. 

5,500 $22.25 FSG

Highland Ridge II 

Nashville, TN 

1984 98% 1.3 miles Confidential

Sep. 2017 / 

5 Yrs. 

NAV $23.30 FSG

Highland Ridge I 

Nashville, TN

1983 82% 1.1 miles Confidential

Aug. 2017 / 

7 Yrs. 

7,830 $23.75 FSG

L&C Tower 

Nashville, TN 

1955 75% 8.9 miles NIC Ink

May 2017 / 

5 Yrs. 

3,000 $27.50 FSG

 

(1)Information obtained from the appraisal and third party reports.

 

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

 

74

 

 

ONE CENTURY PLACE

 

The Borrower. The borrower for the One Century Place Whole Loan is SCUS OCP LLC, a Delaware limited liability company and a special purpose entity with two independent directors. Legal counsel to the borrower delivered a non-consolidation opinion in connection with the origination of the One Century Place Whole Loan. Stone Company SPC is the guarantor of certain nonrecourse carveouts under the One Century Place Whole Loan. The guarantor must at all times maintain a net worth of at least $70,000,000 and maintain liquid assets of at least $7,000,000, as reasonably determined by the lender.

 

The Borrower Sponsor. The borrower sponsor is Stone Company SPC. Stone Company SPC is beneficially owned by a Middle Eastern family office.

 

Escrows. The loan documents provide for upfront reserves in the amount of $2,455,896 for work relating to repairs, replacements, improvements, upgrades and modernization of the elevator systems at the One Century Place Property.

 

The loan documents do not require monthly reserve deposits for real estate taxes and replacement reserves so long as no Cash Sweep Period (as defined below) has occurred and is continuing. The loan documents do not require ongoing monthly escrows for insurance premiums as long as (i) no Cash Sweep Period is in effect and (ii) the borrower provides the lender with evidence that the One Century Place Property is insured via an acceptable blanket insurance policy and such policy is in full force and effect. Following the occurrence and during the continuance of a Cash Sweep Period, the borrower is required to make monthly deposits of one-twelfth of the real estate taxes due, one-twelfth of the estimated insurance premiums (when such blanket insurance policy is not in-place) and $6,735 (approximately $0.15 per square foot annually) for replacement reserves (capped at $242,456).

 

Following the occurrence and during the continuance of a Cash Sweep Period, the borrower is required to make monthly deposits of $38,164 (approximately $0.85 per square foot annually) for TI/LCs (capped at $1,373,914). The borrower is also required to deposit into the TI/LC reserve any lease termination fees at the One Century Place Property. If Asurion gives notice to terminate its lease on September 1, 2019 and the final lease termination payment is less than $2,500,000, then the borrower will also be required to deposit into the TI/LC reserve one-twelfth of the difference between $2,500,000 and the Asurion lease termination payment for twelve months on each payment date. On each payment date during the continuance of a Cash Sweep Period caused by a Willis Trigger Event (as defined below), the borrower will be required to sweep all excess cash flow from the One Century Place Property into a reserve (the “Willis Rollover Reserve”) until the amount on deposit in the Willis Rollover Reserve equals or exceeds $4,877,153 to be used for TI/LCs in connection with re-leasing the Willis space. Additionally, on the payment date occurring in May, 2020 and on each payment date thereafter through and including the payment date occurring in April 2021, the borrower is required to deposit $64,429 for the full amount of an outstanding tenant improvement allowance obligation pursuant to the Willis lease for the period commencing May 1, 2021 and ending on April 30, 2022.

 

A “Cash Sweep Period” means the occurrence of (i) an event of default, (ii) the net operating income debt yield (as calculated under the loan documents) being less than 8.0% for any two consecutive calendar quarters or (iii) if prior to May 1, 2025 the borrower failing to deliver to the lender an estoppel (the “Willis Condition Satisfaction Estoppel”) evidencing the renewal of the Willis lease by Willis or one or more acceptable replacement tenants subject to conditions set forth in the One Century Place Whole Loan documents including a minimum term of five years and the applicable replacement tenant or tenants paying full, unabated rent which equals or exceeds 85.0% of the rent payable under the Willis lease (the “Willis Trigger Event”). A Cash Sweep Period will cease upon (a) with respect to (i), the cure of such event of default, (b) with respect to (ii), the net operating income debt yield being equal to or greater than 8.0% for any two consecutive calendar quarters and (c) with respect to (iii), the receipt of the Willis Condition Satisfaction Estoppel or the amount on deposit in the Willis Rollover Reserve equals or exceeds $4,877,153. With respect to (ii), the borrower has the option to partially prepay the One Century Place Whole Loan on or after November 6, 2019 with the payment of a yield maintenance premium (the “Debt Yield Cure Prepayment”), or post cash or a letter of credit in amount equal to such prepayment that would result in the achievement of such debt yield.

 

Lockbox and Cash Management. The One Century Place Whole Loan is structured with a hard lockbox and springing cash management. The borrower was required at origination to deliver letters to all tenants at the One Century Place Property directing them to pay all rents directly into a lender-controlled lockbox account. All funds received by the borrower or manager are required to be deposited in the lockbox account within two business days following receipt. During the occurrence and continuance of a Cash Sweep Period, all funds are required to be swept each business day into the cash management account controlled by the lender and disbursed on each payment date in accordance with the loan documents, with all excess cash flow to be deposited to an excess cash reserve to be held as additional security for the One Century Place Whole Loan (unless such Cash Sweep Period was caused solely by a Willis Trigger Event).

 

Property Management. The One Century Place Property is managed by Transwestern Commercial Services Georgia, L.L.C., d/b/a Transwestern (“Transwestern”). Transwestern is a privately held property manager which specializes in agency leasing, tenant advisory, capital markets and asset services with 35 U.S. offices and based in Houston, Texas.

 

Assumption. The borrower has, at any time (other than the period 60 days prior to a securitization of a note or the period 60 days after a securitization of a note) the right to transfer the One Century Place Property, provided that certain conditions are satisfied, including: (i) no event of default has occurred and is continuing, (ii) the borrower has provided the lender with prior written notice, (iii) the proposed transferee qualifies as a qualified transferee under the loan documents and (iv) the lender has received confirmation from KBRA, Fitch and Moody’s that such assumption will not result in a downgrade of the respective ratings assigned to the Series 2017-C42 certificates and similar confirmations from each rating agency rating any securities backed by any of the One Century Place companion loans.

 

Free Release. On or after November 6, 2018, on any business day, the borrower is permitted to obtain the release of a 15-acre development parcel, subject to the satisfaction of certain conditions contained in the loan agreement, including but not limited to (i) no event of default has occurred and is continuing, (ii) the release will not adversely affect the access to the remaining property, (iii) the borrower has obtained separate tax identification numbers, (iv) the owner of the development parcel will not be permitted to

 

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

 

75

 

 

ONE CENTURY PLACE

 

lease, directly or indirectly, any portion of any space at the development parcel to any tenant and any affiliates of such tenant under any lease at the remaining property unless certain conditions are satisfied in the One Century Place Whole Loan documents, (v) the release conforms to REMIC requirements, (vi) evidence is provided that the remaining property will be in compliance with all applicable legal and zoning requirements and (vii) the loan-to-value ratio for the remaining property is in compliance with all REMIC requirements and no greater than 65.0%.

 

Real Estate Substitution. Not permitted.

 

Future Mezzanine Indebtedness. Provided no event of default has occurred and is continuing, the borrower is permitted to incur future mezzanine indebtedness on the earlier to occur of (x) two years after the closing date of the securitization that includes the last note to be securitized or (y) October 19, 2020, provided (a) prior written notice of not less than 30 days, but not more than 90 days, is provided to the lender specifying the origination date of the permitted mezzanine loan, (b) the mezzanine lender enters into an intercreditor agreement acceptable to the rating agencies and reasonably acceptable to the lender, (c) the mezzanine loan will have a term that is coterminous or in excess of the term of the One Century Place Whole Loan, (d) the mezzanine loan will be current pay and will not be a payment in kind structure, (e) the combined loan-to-value ratio for the One Century Place Whole Loan and permitted mezzanine loan will not be greater than 63.4%, (f) the debt service coverage ratio of the One Century Place Whole Loan and the permitted mezzanine loan is equal to or greater than 2.57x, (g) the debt yield of the One Century Place Whole Loan and the permitted mezzanine loan is equal to or greater than 10.9%, (h) if the mezzanine loan is floating rate, the borrower is required to acquire and maintain an interest rate cap or swap agreement from a counterparty reasonably acceptable to the lender, (h) a rating agency confirmation from each of KBRA, Fitch and Moody’s that the future mezzanine indebtedness will not result in a downgrade, withdrawal or qualification of the respective ratings assigned to the Series 2017-C42 certificates and similar ratings confirmations from each rating agency rating any securities backed by the One Century Place companion loans with respect to the ratings of such securities, and (i) any other requirements as stated under the One Century Place Whole Loan documents are met.

 

Future Unsecured Indebtedness. The borrower is permitted to obtain subordinate unsecured loans from a direct or indirect owner of the borrower, provided (i) prior written notice of not less than 30 days, but not more than 90 days, is provided to the lender specifying the origination date of the permitted unsecured loan, (ii) the subordinate loan is made in accordance with the borrower’s organizational documents, (iii) the subordinate loan will have a fixed rate of interest and will not have a stated maturity date which occurs on or prior to the maturity date of the One Century Place Whole Loan, (iv) payments under or with respect to any such subordinate loan will be made only from excess cash flow from the One Century Place Property, (v) the holder of the subordinate loan will waive all rights to declare default and pursue remedies with respect to such subordinate loan while the One Century Place Whole Loan is outstanding, (vi) the maximum amount of such subordinate loan will not exceed 10.0% of the amount of the One Century Place Whole Loan, (vii) proceeds of such subordinated loan will be used only in connection with the One Century Place Property and the operation, maintenance and repair of the One Century Place Property, (viii) such subordinate loan will be deemed to be discharged upon a foreclosure of any mezzanine indebtedness, (ix) rating agency confirmation, and (x) any other requirements as stated under the One Century Place Whole Loan documents are met.

 

Ground Lease. None.

 

Terrorism Insurance. The One Century Place Whole 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 One Century Place Property, or that if the Terrorism Risk Insurance Program Reauthorization Act is no longer in effect and such policies contain an exclusion for acts of terrorism, the borrower will obtain, to the extent available, a stand-alone policy that provides the same coverage as the policies would have if such exclusion did not exist. The loan documents also require business interruption insurance covering no less than an amount equal to 100% of the projected gross income from the One Century Place Property on an actual loss sustained basis for a period beginning on the date of business interruption and continuing until the restoration of the One Century Place Property is completed, or the 24-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.

 

76

 

 

 

(THIS PAGE INTENTIONALLY LEFT BLANK)

 

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

 

77

 

 

MOFFETT TOWERS II - BUILDING 2

 

 (GRAPHIC)

 

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

 

78

 

 

MOFFETT TOWERS II - BUILDING 2

 

 (MAP)

 

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

 

79

 

  

No. 5 – Moffett Towers II - Building 2
 
Loan Information   Property Information
Mortgage Loan Seller: Barclays Bank PLC   Single Asset/Portfolio: Single Asset
Credit Assessment     Property Type: Office
(Fitch/KBRA/Moody’s): BBB-/NR/NR   Specific Property Type: Suburban
Original Principal Balance(1): $40,000,000   Location: Sunnyvale, CA
Cut-off Date Balance(1): $40,000,000   Size(5): 362,563 SF
% of Initial Pool Balance: 5.4%   Cut-off Date Balance Per SF(1)(5): $455.09
Loan Purpose: Refinance   Year Built/Renovated: 2017/NAP
Borrower Name: MT2 B2 LLC   Title Vesting: Fee
Borrower Sponsor: Jay Paul Company   Property Manager: Self-managed
Mortgage Rate: 3.6189%   4th Most Recent Occupancy (As of)(6): NAP
Note Date: November 16, 2017   3rd Most Recent Occupancy (As of)(6): NAP
Anticipated Repayment Date: NAP   2nd Most Recent Occupancy (As of)(6): NAP
Maturity Date: December 6, 2027   Most Recent Occupancy (As of)(6): NAP
IO Period: 60 months   Current Occupancy (As of): 100.0% (12/1/2017)
Loan Term (Original): 120 months      
Seasoning: 0 months    
Amortization Term (Original): 360 months   Underwriting and Financial Information:
Loan Amortization Type: Interest-only, Amortizing Balloon   4th Most Recent NOI (As of)(6): NAP
Interest Accrual Method: Actual/360   3rd Most Recent NOI (As of)(6): NAP
Call Protection(2): L(24),D(89),O(7)   2nd Most Recent NOI (As of)(6): NAP
Lockbox Type: Hard/Upfront Cash Management   Most Recent NOI (As of)(6): NAP
Additional Debt(1): Yes      
Additional Debt Type(1)(3): Pari Passu; Mezzanine    
      U/W Revenues: $22,525,092
      U/W Expenses: $2,840,101
      U/W NOI: $19,684,992
Escrows and Reserves(4):     U/W NCF: $18,805,659
      U/W NOI DSCR(1): 2.18x
Type: Initial Monthly(4) Cap (If Any)   U/W NCF DSCR(1): 2.08x
Taxes $0 $111,859 NAP   U/W NOI Debt Yield(1): 11.9%
Insurance $0 Springing NAP   U/W NCF Debt Yield(1): 11.4%
Rent Concessions Reserve $8,332,337 $0 NAP   As-Is Appraised Value: $351,000,000
TI/LC Reserve $19,433,495 $0 NAP   As-Is Appraisal Valuation Date: October 18, 2017
Debt Service Reserve $1,000,000 Springing NAP   Cut-off Date LTV Ratio(1): 47.0%
Parking Abatement Reserve $2,700,000 Springing NAP   LTV Ratio at Maturity or ARD(1): 42.4%
Amenities Rent Reserve $286,310 Springing NAP      
             

 

(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 Moffett Towers II - Building 2 Whole Loan (as defined below). The Cut-off Date LTV Ratio, LTV Ratio at Maturity or ARD, U/W NCF DSCR and U/W NOI Debt Yield based on the Moffett Towers II - Building 2 Whole Loan and the Moffett Towers II - Building 2 Mezzanine Loan (as defined below) (together, the “Moffett Towers II - Building 2 Total Debt”), are 76.9%, 72.3%, 1.23x and 7.3%, respectively.

(2)The lockout period will be at least 24 payments, beginning with and including the first payment date of January 6, 2018. Defeasance of the Moffett Towers II - Building 2 Mortgage Loan (as defined below) is permitted at any time after the earlier to occur of (i) two years after the closing date of the securitization that includes the last note to be securitized or (ii) November 16, 2020. The assumed lockout period of 24 payments is based on the expected WFCM 2017-C42 Trust closing date in December 2017.

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

(4)Certain springing Escrows and Reserves are required on a one-time basis. See “Escrows” section.

(5)Size of 362,563 square feet is comprised of 350,633 square feet of office space in the Moffett Towers II - Building 2 Property (as defined below) along with 11,930 square feet of space allocated to the Moffett Towers II - Building 2 Property in a 59,650 square foot fitness/amenities building, based on a specified to-be 20.0% share in the common elements of the greater Moffett Towers II Campus. See “Amenities and Common Areas” section.

(6)Historical occupancy, operating and financial information is unavailable as the Moffett Towers II - Building 2 Property (as defined below) was built in 2017.

 

The Mortgage Loan. The mortgage loan (the “Moffett Towers II - Building 2 Mortgage Loan”) is part of a whole loan (the “Moffett Towers II - Building 2 Whole Loan”) evidenced by four pari passu notes secured by a first mortgage encumbering the fee simple interest in a Class A office building fully leased to a wholly-owned subsidiary of Amazon.com, Inc. (“Amazon”) located in Sunnyvale, California (the “Moffett Towers II - Building 2 Property”). The Moffett Towers II - Building 2 Whole Loan was originated on November 16, 2017 by Barclays Bank PLC and Morgan Stanley Bank, N.A. The Moffett Towers II - Building 2 Whole Loan had an original principal balance of $165,000,000, has an outstanding principal balance as of the Cut-off Date of $165,000,000 and accrues interest at an interest rate of 3.6189% per annum. The Moffett Towers II - Building 2 Whole Loan had an initial term of 120 months, has a remaining term of 120 months as of the Cut-off Date and requires interest-only payments for the first 60 payment periods followed by payments of principal and interest based on a 30-year amortization schedule. The Moffett Towers II - Building 2 Whole Loan matures on December 6, 2027.

 

Note A-3, which will be contributed to the WFCM 2017-C42 Trust, had an original principal balance of $40,000,000, has an outstanding principal balance as of the Cut-off Date of $40,000,000 and represents a non-controlling interest in the Moffett Towers II

 

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

 

80

 

 

MOFFETT TOWERS II - BUILDING 2

 

- Building 2 Whole Loan. The controlling Note A-1 and the non-controlling Notes A-2 and A-4 are expected to be contributed to future securitization trusts. The lender provides no assurances that any non-securitized notes will not be split further. See “Description of the Mortgage Pool—The Whole Loans—The Non-Serviced Pari Passu Whole Loans” in the Preliminary Prospectus.

 

Note Summary

 

Notes Original Balance   Note Holder Controlling Interest
A-1 $43,000,000   Barclays Bank PLC Yes
A-2 $40,750,000   Barclays Bank PLC No
A-3 $40,000,000   WFCM 2017-C42 No
A-4 $41,250,000   Morgan Stanley Bank, N.A. No
Total $165,000,000      

 

Following the lockout period, on any date before June 6, 2027, the borrower has the right to defease the Moffett Towers II - Building 2 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 or (ii) November 16, 2020. The Moffett Towers II - Building 2 Whole Loan is prepayable without penalty on or after June 6, 2027.

 

Sources and Uses

 

Sources         Uses      
Original whole loan amount $165,000,000   61.1%   Loan payoff $207,408,056    76.8%
Mezzanine loan 105,000,000   38.9       Reserves 31,752,142   11.8  
          Return of equity 20,183,519   7.5  
          Closing costs 10,656,282   3.9   
                 
                 
Total Sources $270,000,000   100.0%   Total Uses $270,000,000   100.0%

 

The Property. The Moffett Towers II - Building 2 Property is a newly-constructed, eight-story, Class A office building totaling 350,633 square feet in Sunnyvale, California. As of December 1, 2017, the Moffett Towers II – Building 2 Property was 100.0% leased to a wholly-owned subsidiary of Amazon on a triple-net basis through April 2028, with two, seven-year extension options and no early termination options. Amazon serves as guarantor of the lease and, as of the origination date, has taken possession of the Moffett Towers II - Building 2 Property and commenced the build out of its space. Outstanding rent concessions and tenant improvement allowances related to the Amazon lease were deposited into escrow by the borrower on the origination date (See “Escrows” section).

 

The Moffett Towers II - Building 2 Property comprises a portion of the first phase (“Phase I”) of the planned approximately 1.8 million square-foot, five-building Moffett Towers II office campus (the “Moffett Towers II Campus”) located on 47.3 acres in Sunnyvale, California. Phase I of the Moffett Towers II Campus development includes the Moffett Towers II - Building 2 Property and an adjacent surface parking lot (completed in 2017) as well as the 350,633 square foot Moffett Towers II - Building 1 (April 2018 expected completion), an enclosed parking structure (April 2018 expected completion) and a 59,650 square foot fitness/amenities building (July 2018 expected completion). The Moffett Towers II - Building 2 Property will feature access to the fitness/amenities building and the enclosed parking structure once completed pursuant to a declaration of covenants, conditions, restrictions and easement and charges agreement (see “Amenities and Common Areas” section). Inclusive of the future enclosed parking structure (of which 361 spaces are dedicated to Amazon pursuant to its lease) and the completed surface parking lot (of which 707 spaces are dedicated to Amazon pursuant to its lease), the Moffett Towers II - Building 2 Property has a parking ratio of 3.3 spaces per 1,000 square feet. On the origination date, the Moffett Towers II - Building 2 Guarantor (as defined below) executed a separate guaranty for the completion and delivery of the fitness/amenities building and the enclosed parking structure (see “Completion Guaranty” section). Additionally, the Moffett Towers II - Building 2 Whole Loan documents require upfront and springing reserves related to the completion and delivery of the fitness/amenities building and the enclosed parking structure (see “Escrows” section). Subsequent phases of the Moffett Towers II Campus development are expected to include the construction of three additional 350,633 square foot Class A office buildings as well as two separate enclosed parking structures.

 

Amazon (NASDAQ: AMZN) is an American e-commerce company headquartered in Seattle, Washington. Founded in 1994, Amazon is now one of the largest online retailers in the world selling a wide range of products, services and entertainment to consumers. Amazon has reported that it increased net income from an approximately $241.0 million loss in 2014 to an approximately $2.4 billion profit in 2016 with total net sales of approximately $136.0 billion in 2016. Most recently, net sales increased to $43.7 billion in the third quarter of 2017, up approximately 34.0% from the one year earlier. Amazon employed approximately 341,400 employees as of December 31, 2016.

 

The Moffett Towers II - Building 2 Property is expected to house Amazon’s Lab126, a research and development subsidiary that designs and engineers high-profile consumer electronics. Lab126 began in 2004, originally creating the Kindle family of products and has since produced numerous devices such as Amazon’s Fire tablets, Fire TV and Amazon Echo. Lab126 is headquartered in the nearby Moffett Towers I, which is located approximately 0.5 miles from the Moffett Towers II - Building 2 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.

 

81

 

 

MOFFETT TOWERS II - BUILDING 2

 

The following table presents certain information relating to the tenancy at the Moffett Towers II - Building 2 Property:

 

Major Tenants

 

Tenant Name

Credit Rating

(Fitch/Moody’s/S&P)(1)

Tenant NRSF(2) % of
NRSF(2)
Annual U/W Base Rent PSF(2)(3)(4)(5) Annual
U/W Base Rent(3)(4)(5)
% of Total Annual U/W Base Rent Lease
Expiration
Date
               
Major Tenant              
Amazon NR/Baa1/AA- 362,563 100.0% $55.81 $20,233,410 100.0% 4/30/2028(6)
Total Major Tenant 362,563 100.0% $55.81 $20,233,410 100.0%  
               
Vacant Space   0 0.0%        
               
Collateral Total 362,563 100.0%        
               

 

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

(2)Tenant NRSF of 362,563 square feet is comprised of 350,633 square feet of office space in the Moffett Towers II - Building 2 Property (as defined below) along with 11,930 square feet of space allocated to the Moffett Towers II - Building 2 Property in a 59,650 square foot fitness/amenities building, based on a specified to-be 20.0% share in the common elements of the greater Moffett Towers II Campus. See “Amenities and Common Areas” section.

(3)Annual U/W Base Rent PSF and Annual U/W Base Rent include $2,830,405 of straight-line rent through the maturity date of the Moffett Towers II - Building 2 Whole Loan.

(4)Amazon has five months of free rent and eight months of waived fitness/amenities use fees remaining, all of which were deposited into escrow on the origination date. The borrower also deposited $286,310 into escrow on the origination date for an Amenities Rent Reserve, which represents six months of use fees due for the fitness/amenities building commencing on the targeted completion and delivery date (July 31, 2018) of such fitness/amenities building to Amazon in accordance with the Amazon lease (see “Escrows” section).

(5)Amazon is entitled to a base rent abatement in the amount of $15,000 per day for each day elapsing beyond the targeted completion and delivery date (April 15, 2018) of the 361-spaces allocated to Amazon within the enclosed parking structure in accordance with the Amazon lease. An amount equal to 180 days of base rent abatements ($2,700,000) was deposited into escrow on the origination date (see “Escrows” section).

(6)Amazon has two, seven-year lease renewal options.

 

The following table presents certain information relating to the lease rollover schedule at the Moffett Towers II - Building 2 Property:

 

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(2)
% of Annual
 U/W
Base Rent(2)
Annual
 U/W
Base Rent
 PSF(2)
MTM 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 0 0 0.0% 0 0.0% $0 0.0% $0.00
2026 0 0 0.0% 0 0.0% $0 0.0% $0.00
2027 0 0 0.0% 0 0.0% $0 0.0% $0.00
Thereafter 1 362,563 100.0% 362,563 100.0% $20,233,410 100.0% $55.81
Vacant 0 0 0.0% 362,563 100.0% $0 0.0% $0.00
Total/Weighted Average 1 362,563 100.0%     $20,233,410 100.0% $55.81

 

(1)Information obtained from the underwritten rent roll.

(2)Annual U/W Base Rent, % of Annual U/W Base Rent and Annual U/W Base Rent PSF include $2,830,405 of straight-line rent through the maturity date of the Moffett Towers II - Building 2 Whole Loan.

 

The following table presents historical occupancy percentages at the Moffett Towers II - Building 2 Property:

 

Historical Occupancy

 

12/31/2013(1) 

12/31/2014(1) 

12/31/2015(1) 

12/31/2016(1) 

12/1/2017(2) 

NAP NAP NAP NAP 100.0%

 

(1)Historical Occupancy prior to 12/6/2017 is not applicable as the Moffett Towers II - Building 2 Property was built in 2017.

(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.

 

82

 

 

MOFFETT TOWERS II - BUILDING 2

 

Underwritten Net Cash Flow. The following table presents certain information relating to the underwritten net cash flow at the Moffett Towers II - Building 2 Property:

 

Cash Flow Analysis(1)

 

  U/W % of U/W
Effective Gross Income
U/W $ per SF
Base Rent(2) $20,233,410 89.8% $55.81
Grossed Up Vacant Space 0 0.0 0.00
Total Reimbursables 2,751,378 12.2 7.59
Less Vacancy & Credit Loss(3)

(459,696)

(2.0)

(1.27)

Effective Gross Income $22,525,092 100.0% $62.13
       
Total Operating Expenses

$2,840,101

12.6%

$7.83

       
Net Operating Income $19,684,992 87.4% $54.29
TI/LC 806,820 3.6 2.23
Capital Expenditures

72,513

0.3

0.20

Net Cash Flow $18,805,659 83.5% $51.87
       
NOI DSCR(4) 2.18x    
NCF DSCR(4) 2.08x    
NOI DY(4) 11.9%    
NCF DY(4) 11.4%  

 

 

(1)Historical Cash Flows are not applicable as the Moffett Towers II - Building 2 Property was built in 2017.

(2)U/W Base Rent includes $2,830,405 of straight-line rent through the maturity date of the Moffett Towers II - Building 2 Whole Loan.

(3)The underwritten economic vacancy is 2.0%. The Moffett Towers II - Building 2 Property was 100.0% occupied as of December 1, 2017.

(4)Debt service coverage ratios and debt yields are based on the Moffett Towers II - Building 2 Whole Loan.

 

Appraisal. As of the appraisal valuation date of October 18, 2017 the Moffett Towers II - Building 2 Property had an “as-is” appraised value of $351,000,000. The appraiser also concluded to a “hypothetical go dark” appraised value of $246,600,000.

 

Environmental Matters. According to a Phase I environmental site assessment (“ESA”) dated October 19, 2017, a recognized environmental condition (“REC”) was determined to exist at the Moffett Towers II - Building II Property. The Moffett Towers II - Building II Property was part of a larger campus historically used by Lockheed Martin for aerospace manufacturing, research and development that covers approximately 660 acres, known as the Lockheed Martin Plant One Campus. The Lockheed Martin Plant One Campus is included in a Site Cleanup Requirements Order issued by the Regional Water Quality Control Board (“RWQCB”) which applies to a large portion of the Lockheed Martin Plant One Campus. No significant sources of soil or groundwater pollution have been identified on the Moffett Towers II - Building II Property during historical or more recent investigations of the Plant One Campus. The responsible party associated with this release has been identified by state and Federal regulatory agencies as Lockheed Martin, and Lockheed Martin is currently conducting response actions under state and Federal oversight. Although there is an active regulatory status, the ESA concluded, given the absence of impact, that no further action is warranted and the REC will not prevent or impede the use of the Moffett Towers II - Building II Property. The REC is further described under “Description of the Mortgage Pool—Mortgage Pool Characteristics–Environmental Considerations” in the Preliminary Prospectus.

 

Market Overview and Competition. The Moffett Towers II - Building II Property is located in Moffett Park, in the northern portion of the Sunnyvale submarket within Silicon Valley. Moffett Park is a 519-acre area comprised of recently developed office spaces and research and development buildings. Notable high technology firms currently in Moffett Park include Google Inc., Hewlett Packard, Juniper Networks, Lab 126 (an Amazon subsidiary), Lockheed-Martin, Microsoft, Motorola, NetApp and Rambus. The Moffett Towers II - Building II Property is just north of State Highway 237, which forms the southern border of the Moffett Park area and provides access from Interstate 680 and Interstate 280 to the northeast and U.S. Highway 101 in Sunnyvale to the southwest. U.S. Highway 101 runs northward through San Francisco and southward through San Jose, terminating in the city of Los Angeles. The Santa Clara County Transit System provides bus service county-wide with stops near the Moffett Towers II - Building II Property. In addition, a Santa Clara Light Rail System station is located directly across the street from the Moffett Towers II - Building II Property and services the surrounding residential communities.

 

According to the appraisal, overall vacancy in Silicon Valley and the Sunnyvale submarket was 11.1% and 2.4%, respectively, as of second quarter of 2017. In the first half of 2017, 315,272 square feet of office space was delivered to the Sunnyvale submarket, with 426,404 square feet of absorption. According to the appraisal, as of the second quarter of 2017, new supply under construction in Silicon Valley stood at approximately 2.8 million square feet, which consisted of approximately 0.7 million square feet of build-to-suit construction and 2.1 million square feet of speculative construction. As of the second quarter of 2017, the total office average asking rent for the Sunnyvale submarket was $52.20 per square foot (fully-serviced), which is in-line with the Silicon Valley total office average asking rent of $53.40 per square foot (fully-serviced). Within the Sunnyvale submarket, the average asking rent for Class A office properties is $58.20 per square foot (fully-serviced).

 

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

 

83

 

 

MOFFETT TOWERS II - BUILDING 2

 

The following table presents certain information relating to comparable leases to the Moffett Towers II - Building 2 Property:

 

Comparable Leases(1)

 

Property Name/Location Year Built Class Stories Total
GLA (SF)
Tenant Name Lease
Date/Term
Lease
Area
(SF)
Annual
Base
Rent
PSF
Lease Type

Towers at Great America

Santa Clara, CA

 

2002 A 6 374,214

Macom

Connectivity

 

May 2017 / 1 Yr 55,393 $42.00 NNN

Santa Clara Square Ph. II Bldg. 4

Santa Clara, CA

 

2016 A 6 220,156 AMD Aug. 2016 / 10 Yrs 220,156 $42.60 NNN

Moffett Gateway

Santa Clara, CA

 

2016 A 7 612,796 Google, Inc. July 2016 / 11 Yrs 612,796 $44.40 NNN

Santa Clara Square Ph. II Bldg. 5

Santa Clara, CA

 

2016 A 6 220,156 Cambridge Industries May 2016 / 7 Yrs 74,376 $43.80 NNN

Central & Wolfe Campus

Sunnyvale, CA

 

2018 (Est.) A 4 871,214 Apple, Inc. Sep. 2015 / 13 Yrs 871,214 $40.08 NNN

599 Castro

Mountain View, CA

2017 A 4 94,918 Pure Storage Aug. 2017 / 7 Yrs 45,000 $90.00 NNN

 

(1)Information obtained from the appraisal.

 

The Borrower. The borrower for the Moffett Towers II - Building 2 Whole Loan is MT2 B2 LLC, a Delaware limited liability company and a special purpose entity with two independent directors (the “Moffett Towers II - Building 2 Borrower”). Legal counsel to the borrower delivered a non-consolidation opinion in connection with the origination of the Moffett Towers II - Building 2 Whole Loan. Paul Guarantor LLC, a Delaware limited liability company, (the “Moffett Towers II - Building 2 Guarantor”) is the guarantor of certain nonrecourse carveouts under the Moffett Towers II - Building 2 Whole Loan. Paul Guarantor LLC is wholly owned by the Jay Paul Revocable Living Trust, of which Jay Paul is trustee and grantor. The nonrecourse carve-out guarantor will be required to maintain a minimum net worth, excluding its interest in the Moffett Towers II - Building 2 Property, of $225,000,000 and liquidity of at least $10,000,000.

 

The Borrower Sponsor. The borrower sponsor is Jay Paul Company, a privately held, opportunity-driven real estate firm based in San Francisco, California. Founded in 1975, Jay Paul Company concentrates on the acquisition, development, and management of commercial properties throughout California. Jay Paul Company has developed over 11.0 million square feet of institutional quality space. Jay Paul Company’s portfolio includes other properties in Moffett Park, including Moffett Gateway, Moffett Towers and Moffett Towers II. Jay Paul Company is currently redeveloping over 55 acres in Moffett Park, including Moffett Place, a new, Class A office development, which is expected to contain approximately 1.9 million square feet of net rentable building area, in six, eight-story buildings.

 

Escrows. The Moffett Towers II - Building 2 Whole Loan documents provide for upfront reserves in the amount of $19,433,495 for outstanding tenant improvements relating to the Amazon space and $8,332,337 for outstanding rent concessions due under the Amazon lease.

 

The Moffett Towers II - Building 2 Whole Loan documents also provide for upfront reserves in the amount of $2,700,000 for a Parking Rent Abatement Reserve and $286,310 for an Amenities Rent Reserve related to the completion and delivery of the enclosed parking structure and the fitness/amenities building, respectively, which amounts were deposited into a lender-controlled account (the “Parking and Amenities Building Account”). The Parking Rent Abatement Reserve represents 180 days of base rent abatements ($15,000 per day) due to Amazon for each day elapsing beyond the targeted completion and delivery date (April 15, 2018) of the 361 spaces allocated to Amazon within the enclosed parking structure, in accordance with the Amazon lease. The Amenities Rent Reserve represents six months of use fees due for the fitness/amenities building, pursuant to the Amazon lease, commencing on the targeted completion and delivery date (July 31, 2018) of such fitness/amenities building to Amazon in accordance with the Amazon lease (use fees that would be due for the fitness/amenities building following the origination date through July 31, 2018 are included in the $8,332,337 upfront reserve for outstanding rent concessions due under the Amazon lease). If the terms of the Required Parking Spaces Satisfaction (as defined below) have not occurred on or prior to September 15, 2018, the borrower will be required to deposit an additional $2,700,000 into the Parking and Amenities Building Account. If the terms of the Amenities Building Satisfaction (as defined below) have not occurred on or prior to January 31, 2019, the borrower will be required to deposit an additional $286,310 (the “Additional Amenities Rent Amount”) into the Parking and Amenities Building Account. Amounts on deposit in the Parking and Amenities Building Account will be held by the lender as additional collateral for the Moffett Towers II - Building 2 Whole Loan. Provided no event of default under the Moffett Towers II - Building 2 Whole Loan is continuing, the amounts deposited into the Parking and Amenities Building Account will be released to the borrower upon the occurrence of the related Required Parking Spaces Satisfaction or Amenities Building Satisfaction, as applicable.

 

A “Required Parking Spaces Satisfaction” will occur on the date that (i) the borrower delivers evidence reasonably acceptable to the lender that the borrower has delivered 361 additional spaces to Amazon pursuant to its lease and (ii) Amazon has delivered written confirmation that (a) the borrower has delivered 361 additional spaces to Amazon pursuant to its lease and (b) Amazon is no longer entitled to base rent abatement related to the delivery of the enclosed parking structure pursuant to the its lease.

 

An “Amenities Building Satisfaction” will occur on the date that (i) the borrower delivers evidence reasonably acceptable to the lender that the amenities building has been completed in conformance with all applicable requirements and (ii) Amazon has delivered

 

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

 

84

 

 

MOFFETT TOWERS II - BUILDING 2

 

written confirmation that the amenities building is useable and has commenced the payment of the use fees applicable to the amenities building pursuant to the Amazon lease.

 

Additionally, the Moffett Towers II - Building 2 Whole Loan documents provide for an upfront reserve in the amount of $1,000,000 for a debt service reserve which amounts were deposited into a lender-controlled account (the “Debt Service Reserve Account”). If the Required Parking Spaces Satisfaction has not occurred on or prior to September 15, 2018, the borrower will be required to deposit an additional $1,000,000 into the Debt Service Reserve Account. Provided no event of default under the Moffett Towers II - Building 2 Whole Loan is continuing, amounts remaining in the Debt Service Reserve Account will be released to the borrower upon the occurrence of the Required Parking Spaces Satisfaction.

 

The Moffett Towers II - Building 2 Whole Loan documents require monthly reserve deposits for real estate taxes in an amount equal to one-twelfth of the real estate taxes that the lender estimates will be payable during the next twelve months, initially $111,859. The Moffett Towers II - Building 2 Whole Loan documents do not require ongoing monthly escrows for insurance premiums as long as the Moffett Towers II - Building 2 Borrower provides the lender with evidence that the Moffett Towers II - Building 2 Property is insured via an acceptable blanket insurance policy and such policy is in full force and effect. The Moffett Towers II - Building 2 Whole Loan documents do not provide for monthly reserve deposits for capital expenditures at origination, but provide for the lender to reassess the amount necessary for capital expenditures at the Moffett Towers II - Building 2 Property and may require monthly capital expenditures reserve deposits if necessary to maintain proper operation of the Moffett Towers II - Building 2 Property.

 

Lockbox and Cash Management. The Moffett Towers II - Building 2 Whole Loan is structured with a hard lockbox and an in-place cash management. The borrower was required at origination to deliver letters to all tenants at the Moffett Towers II - Building 2 Property directing them to pay all rents directly into a lender-controlled lockbox account. All funds received by the borrower or the manager are required to be deposited in the lockbox account within one business day following receipt. Funds on deposit in the lockbox account are required to be swept on each business day into a lender-controlled cash management account and applied on each payment date to the payment of debt service, the funding of required reserves, budgeted monthly operating expenses, common charges under various reciprocal easement agreements, including the CCR (as defined below), approved extraordinary operating expenses, debt service on the Moffett Towers II - Building 2 Mezzanine Loan and, during a Lease Sweep Period (as defined below), an amount equal to $438,291 to fund a lease sweep reserve account (the “Lease Sweep Reserve Account”) until the aggregate funds swept in the Lease Sweep Reserve Account during such lease sweep equals the Lease Sweep Reserve Threshold (as defined below) and then to the Debt Service Reserve Account until the aggregate funds transferred to the Lease Sweep Reserve Account and the Debt Service Reserve Account during such lease sweep equals the Lease Sweep and Debt Service Reserve Cap (as defined below). Provided no Trigger Period (as defined below) is continuing, excess cash in the deposit account will be disbursed to the borrower in accordance with the Moffett Towers II - Building 2 Whole Loan documents. If a Trigger Period is continuing (other than a Trigger Period due to a Lease Sweep Period), excess cash in the deposit account will be transferred to an account (the “Cash Collateral Account”) held by the lender as additional collateral for the Moffett Towers II - Building 2 Whole Loan.

 

A “Trigger Period” will commence upon the earlier of the following:

 

(i)an event of default under the Moffett Towers II - Building 2 Whole Loan;

 

(ii)if, as of the last day of any calendar quarter during the term of the Moffett Towers II - Building 2 Whole Loan (a) the credit rating of a Lease Sweep Tenant Party (as defined below) under a Lease Sweep Lease (as defined below) by Fitch, Moody’s or S&P is less than “BBB-”, “Baa3” or “BBB-”, respectively and (b) the debt service coverage ratio falls below 1.50x based on the Moffett Towers II - Building 2 Whole Loan or 1.10x based on the Moffett Towers II - Building 2 Total Debt (a “Low Debt Service Period”);

 

(iii)the continuance of a Lease Sweep Period; or

 

(iv)an event of default under the Moffett Towers II - Building 2 Mezzanine Loan

 

A Trigger Period will end:

 

(a)with regard to clause (i) and (iv) above, upon the cure of such event of default;

 

(b)with regard to clause (ii) above, upon the earlier to occur of (1) the date that the debt service coverage ratio is at least 1.50x based on the Moffett Towers II - Building 2 Whole Loan and 1.10x based on the Moffett Towers II - Building 2 Total Debt for two consecutive calendar quarters and (2) the balance of on deposit in the Cash Collateral Account is equal to $17,531,650 ($50.00 per square foot); and

 

(c)with regard to clause (ii) above, upon the ending of such Lease Sweep Period.

 

A “Lease Sweep Period” will commence following the earliest to occur of any of the following (each a “Lease Sweep Event”):

 

(i)with respect to the Amazon lease, Amazon fails to renew or extend such lease on or prior to December 6, 2025;

 

(ii)the date on which, with respect to any Lease Sweep Lease, (a) a Lease Sweep Tenant Party cancels or terminates its Lease Sweep Lease with respect to all or a Material Termination Portion (as defined below) of the Lease Sweep Space (as defined below) subject to such Lease Sweep Lease prior to the then current expiration date under such Lease Sweep Lease, or (b) a Lease Sweep Tenant Party delivers to the borrower notice that it is canceling or terminating its Lease Sweep Lease with respect to all or a Material Termination Portion of the Lease Sweep Space subject to such Lease Sweep Lease (the affected space being the “Terminated Space”); provided, however, no Lease Sweep Period shall commence pursuant this clause (ii) if, in connection with such termination or cancellation (or delivery of notice of

 

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

 

85

 

 

MOFFETT TOWERS II - BUILDING 2

 

termination or cancellation), the borrower simultaneously enters into a replacement lease with an entity or a wholly-owned subsidiary of an entity rated “BBB-” or equivalent by at least two of Fitch, Moody’s and S&P (an “Investment Grade Entity”) covering the Terminated Space, provided that such replacement Lease is a qualified lease and the occupancy conditions, as specified in the Moffett Towers II - Building 2 Whole Loan documents, are satisfied with respect to such replacement lease on or prior to the date of such termination or cancellation (or delivery of notice of termination or cancellation);

 

(iii)the date on which, with respect to any Lease Sweep Lease, a Lease Sweep Tenant Party ceases operating its business (i.e., “goes dark”) at 20.0% or more of its Lease Sweep Space on a rentable square foot basis (a “Dark Period Event” and the affected space being the “Dark Space”), provided, however, that if the Lease Sweep Tenant Party either (a) is an Investment Grade Entity or (b) has subleased the Dark Space portion of its premises to an Investment Grade Entity who has accepted delivery thereof (i.e., the lease has commenced) and is paying unabated rent at a contract rate no less than the contract rate required under the Lease Sweep Lease, such Lease Sweep Tenant Party shall not be deemed to have “gone dark” for purposes of this clause (iii) and no Lease Sweep Period shall commence pursuant to this clause (iii);

 

(iv)upon an event of default under a Lease Sweep Lease by the tenant thereunder that continues beyond any applicable notice and cure period;

 

(v)upon a Lease Sweep Tenant Party being subject to an insolvency proceeding; or

 

(vi)the date on which Amazon is no longer an Investment Grade Entity (an “Amazon Downgrade Event”).

 

A Lease Sweep Period (other than a Lease Sweep Period triggered by clause (v) above) will not be triggered (or, if already triggered, may be terminated) if the borrower delivers to the lender an acceptable letter of credit in an amount equal to $12,272,155 ($35.00 per square foot) provided, if such Lease Sweep Period is triggered by clause (iii) or (vi) above, such acceptable letter of credit will be in an amount equal to $17,531,650 ($50.00 per square foot).

 

A Lease Sweep Period will end on the earliest of the applicable of the following to occur:

 

(a)with regard to clause (i) or (ii) above, the date on which, with respect to each Lease Sweep Space (1) in the case of clause (i), the Lease Sweep Tenant Parties have exercised a renewal or an extension right under their respective Lease Sweep Lease, provided that the Lease Sweep Lease in question is a qualified lease and the occupancy conditions, as specified in the Moffett Towers II - Building 2 Whole Loan documents, are satisfied, (2) in the case of clauses (i) or (ii) above, one or more replacement tenants acceptable to the lender (in its sole but good faith discretion) execute and deliver replacement lease(s) covering the Requisite Lease Sweep Space (as defined below), provided that such replacement lease(s) are qualified leases and the occupancy conditions, as specified in the Moffett Towers II - Building 2 Whole Loan documents, are satisfied or (3) a combination of lease renewals or extensions (as described in subclause (1) of this clause (a)) and replacement lease(s) (as described in subclause (2) of this clause (a)) occurs;

 

(b)with regard to clause (iii) or (vi) above, the date on which either (1) one or more replacement tenants acceptable to the lender (in its sole but good faith discretion) execute and deliver replacement lease(s) covering the Requisite Lease Sweep Space, provided that such replacement tenant(s) and lease(s) are qualified leases and the occupancy conditions, as specified in the Moffett Towers II - Building 2 Whole Loan documents, are satisfied or (2) for a Dark Period Event or an Amazon Downgrade Event, Amazon is restored as an Investment Grade Entity or the entirety of the Lease Sweep Space has been sublet to an Investment Grade Entity who has accepted delivery thereof (i.e., the lease has commenced) and is paying unabated rent at a contract rate no less than the contract rate required under the Lease Sweep Lease;

 

(c)with regard to clause (iv) above, the date on which the event of default has been cured and no other event of default under such Lease Sweep Lease occurs for a period of three consecutive months following such cure;

 

(d)with regard to clause (v) above, the Lease Sweep Tenant Party insolvency proceeding has terminated and the applicable Lease Sweep Lease has been affirmed, assumed or assigned in a manner satisfactory to the Lender; and

 

(e)with regard to clause (i), (ii), (iii), (iv) and (vi) above, the date on which the aggregate amount of funds transferred into the Lease Sweep Reserve Account and the Debt Service Reserve Account equals the applicable Lease Sweep And Debt Reserve Cap (as defined below) and if a Lease Sweep Period is continuing due to the occurrence of more than one Lease Sweep Event, the aggregate amount of funds required to be transferred over the course of the Lease Sweep Period shall be equal to the amount of the largest Lease Sweep And Debt Service Reserve Cap applicable to all then-continuing Lease Sweep Periods, such that each Lease Sweep Period shall be treated as concurrent and not duplicative or independent of another.

 

The “Lease Sweep and Debt Service Reserve Cap” means (a) with respect to a Lease Sweep Period continuing solely pursuant to clause (i) and/or (iv) above, $12,272,155 ($35.00 per square foot), (b) with respect to a Lease Sweep Period continuing solely pursuant to clause (ii) above, $35.00 per square foot of the Terminated Space, (c) with respect to a Lease Sweep Period continuing pursuant to clause (iii) above, whether or not a Lease Sweep Period pursuant to clause (i), (ii) and or/(iv) above is concurrently continuing, $50.00 per square foot of Dark Space or (d) with respect to clause (vi) above, whether or not a Lease Sweep Period pursuant to clause (i), (ii), (iii) and/or (iv) above, $17,531,650 ($50.00 per square foot).

 

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

 

86

 

 

MOFFETT TOWERS II - BUILDING 2

 

The “Lease Sweep Reserve Threshold” means (a) with respect to a Lease Sweep Period continuing solely pursuant to clause (i), (iv) and/or (vi) above, $10,518,990 ($30.00 per square foot) or (b) with respect to a Lease Sweep Period continuing solely pursuant to clause (ii) or (iii) above, $30.00 per square foot of the Dark Space or Terminated Space.

 

The “Lease Sweep Space” means the space demised under a Lease Sweep Lease.

 

A “Lease Sweep Lease” is the Amazon lease or any replacement lease or leases which cover at least 75.0% of the rentable square feet demised under the Amazon lease as of November 16, 2017 (the “Requisite Lease Sweep Space”).

 

A “Lease Sweep Tenant Party” is a tenant under a Lease Sweep Lease or its direct or indirect parent company (if any).

 

A “Material Termination Portion” is, with respect to any space under a Lease Sweep Lease, if the tenant under a Lease Sweep Lease cancels or terminates its Lease Sweep Lease with respect to at least 40,000 or more square feet of space (or, if a full floor of space is less than 40,000 square feet, a full floor of space) but less than the entirety of the space under such Lease Sweep Lease, the portion of space under the Lease Sweep Lease affected by such cancellation or termination.

 

Property Management. The Moffett Towers II - Building 2 Property is managed by an affiliate of the borrower.

 

Assumption. The Moffett Towers II - Building 2 Borrower has, at any time following the securitization of the Moffett Towers II – Building 2 Whole Loan, the right to transfer the Moffett Towers II - Building 2 Property, provided that certain conditions are satisfied, including: (i) no event of default under the Moffett Towers II – Building 2 Whole Loan documents or mezzanine loan documents has occurred and is continuing, (ii) the borrower has provided the lender with 60 days’ prior written notice, (iii) the proposed transferee qualifies as a qualified transferee under the Moffett Towers II - Building 2 Whole Loan documents, (iv) the payment of a transfer fee of 0.5% of the then outstanding principal balance of the Moffett Towers II - Building 2 Whole Loan in the case of the first transfer, and 1.0% of the then outstanding principal balance of the Moffett Towers II - Building 2 Whole Loan in the case of any subsequent transfer, and (v) the lender has received rating agency confirmation that such assumption will not result in a downgrade of the respective ratings assigned to the Series 2017-C42 certificates and similar confirmations from each rating agency rating any securities backed by any of the Moffett Towers II - Building 2 Companion Loans.

 

Partial Release. Not permitted.

 

Real Estate Substitution. Not permitted.

 

Subordinate and Mezzanine Indebtedness. Barclays Bank PLC funded a $105,000,000 mezzanine loan (the “Moffett Towers II - Building 2 Mezzanine Loan”) to MT2 B2 MEZZ LLC, a Delaware limited liability company owning 100.0% of the Moffett Towers II - Building 2 Borrower under the Moffett Towers II - Building 2 Whole Loan (collectively, the “Moffett Towers II - Building 2 Mezzanine Borrower”). The Moffett Towers II - Building 2 Mezzanine Loan is secured by a pledge of the Moffett Towers II - Building 2 Mezzanine Borrower’s interest in the borrower under the Moffett Towers II - Building 2 Whole Loan. The Moffett Towers II - Building 2 Mezzanine Loan accrues interest at a rate of 5.900% per annum and requires interest-only payments through the maturity date of December 6, 2027. The rights of the Moffett Towers II - Building 2 Mezzanine Lender are further described under “Description of the Mortgage Pool–Additional Indebtedness-Mezzanine Indebtedness” in the Preliminary Prospectus.

 

Amenities and Common Areas. The Moffett Towers II - Building 2 Property will feature access to the fitness/amenities building and the enclosed parking structure (the “Common Area Spaces”) once completed. To govern access to the Common Area Spaces, the Moffett Towers II - Building 2 Borrower is subject to a declaration of covenants, conditions, restrictions and easement and charges agreement (the “CCR”) made by MT II LLC, an affiliate of the borrower sponsor and the owner of the non-collateral buildings at the Moffett Towers II Campus. The CCR grants the borrower non-exclusive easement rights over the Common Area Spaces and contemplates that the Common Area Spaces that it governs will be expanded over time as the remaining portions of the Moffett Towers II Campus are completed. Ownership of the Common Area Spaces governed by the CCR is held by Moffett Towers II Association LLC (the “Association”), whose membership is comprised of the borrower and MT II LLC. The Association is obligated to maintain insurance coverage over the Common Area Spaces and is also responsible for maintenance of the Common Area Spaces, subject to the terms of the Amazon leases. The CCR delineates shares of the voting interest in the Association based on the number of completed buildings at the Moffett Towers II Campus, with each completed building entitled to a proportionate share of the voting interest. As of the origination date, the borrower was the sole voting member of the Association. The CCR provides that as each of the four non-collateral buildings at the Moffett Towers II Campus is completed, the respective owner of each non-collateral building will obtain a share of the voting interest in the Association proportionate to the number of then completed buildings at the Moffett Towers II Campus (both collateral and non-collateral). Provided that all five buildings are completed in accordance with the Moffett Towers II Campus development plan, each building will be entitled to a one-fifth (or 20.0%) share of the voting interest in the Association.

 

Completion Guaranty. On the origination date, the Moffett Towers II - Building 2 Guarantor executed a separate guaranty for the completion and delivery of the fitness/amenities building and the enclosed parking structure. Among other things, the completion guaranty provides that in the event that neither the Moffett Towers II - Building 2 Borrower nor MT II LLC (an affiliate of the borrower sponsor and the owner of the non-collateral buildings at the Moffett Towers II Campus) is able to complete and deliver the fitness/amenities building and the enclosed parking structure (or otherwise achieve the Required Parking Spaces Satisfaction) on or prior to the one year anniversary of the respective targeted completion date of each (i.e., July 31, 2019 in the case of the fitness/amenities building; April 15, 2019 in the case of the enclosed parking structure or Required Parking Spaces Satisfaction), the Moffett Towers II - Building 2 Guarantor is required to pay any costs, expenses or liabilities incurred by the lender to effectuate the completion and delivery of such fitness/amenities building and enclosed parking structure (or otherwise achieve the Required Parking Spaces Satisfaction).

 

Ground Lease. None.

 

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

 

87

 

 

MOFFETT TOWERS II - BUILDING 2

 

Terrorism Insurance. The Moffett Towers II - Building 2 Whole 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 Moffett Towers II - Building 2 Property, or that if the Terrorism Risk Insurance Program Reauthorization Act is no longer in effect and such policies contain an exclusion for acts of terrorism, the borrower will obtain, to the extent available, a stand-alone policy that provides the same coverage as the policies would have if such exclusion did not exist.

 

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

 

88

 

 

(THIS PAGE INTENTIONALLY LEFT BLANK)

 

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

 

89

 

 

 

 

1601 BRONXDALE AVENUE 

 

 

 (GRAPHIC)

 

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

 

90

 

 

1601 BRONXDALE AVENUE 

 

 

 (MAP)

 

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

 

91

 

 

No. 6 - 1601 Bronxdale Avenue
 
Loan Information   Property Information
Mortgage Loan Seller: Wells Fargo Bank, National Association   Single Asset/Portfolio: Single Asset

Credit Assessment

(Fitch/KBRA/Moody’s):

NR/NR/NR   Property Type: Mixed Use
Original Principal Balance: $35,000,000   Specific Property Type: Industrial/Office
Cut-off Date Balance: $35,000,000   Location: Bronx, NY
% of Initial Pool Balance: 4.7%   Size: 304,425 SF
Loan Purpose: Refinance   Cut-off Date Balance Per SF: $114.97
Borrower Name: 1601 Bronxdale, LLC   Year Built/Renovated: 1949/2008
Borrower Sponsor: Carter Sackman   Title Vesting: Fee
Mortgage Rate: 4.500%   Property Manager: Self-managed
Note Date: November 17, 2017   4th Most Recent Occupancy (As of): 98.5% (12/31/2014)
Anticipated Repayment Date: NAP   3rd Most Recent Occupancy (As of): 100.0% (12/31/2015)
Maturity Date: December 11, 2027   2nd Most Recent Occupancy (As of): 100.0% (12/31/2016)
IO Period: 120 months   Most Recent Occupancy (As of): 100.0% (10/17/2017)
Loan Term (Original): 120 months      
Seasoning: 0 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): $2,524,321 (12/31/2014)
Call Protection(1): L(24),GRTR 1% or YM(92),O(4)   3rd Most Recent NOI (As of): $2,625,562 (12/31/2015)
Lockbox Type: Soft/Springing Cash Management   2nd Most Recent NOI (As of): $2,683,725 (12/31/2016)
Additional Debt: None   Most Recent NOI (As of):

$2,720,655

(TTM 9/30/2017) 

Additional Debt Type: NAP      
         
      U/W Revenues: $4,674,681
      U/W Expenses: $1,772,465
          U/W NOI: $2,902,216
          U/W NCF: $2,661,137
Escrows and Reserves(2):         U/W NOI DSCR: 1.82x
          U/W NCF DSCR: 1.67x
Type: Initial Monthly Cap (If Any)   U/W NOI Debt Yield: 8.3%
Taxes $0 $88,367 NAP   U/W NCF Debt Yield: 7.6%
Insurance $67,773 $7,531 NAP   As-Is Appraised Value: $67,100,000
TI/LC Reserve $0 $19,758 $1,000,000   As-Is Appraisal Valuation Date: October 16, 2017
Replacement Reserves $0 $3,952 NAP   Cut-off Date LTV Ratio: 52.2%
Deferred Maintenance $72,175 $0 NAP   LTV Ratio at Maturity: 52.2%
             
               

 

(1)Following the lockout period, partial prepayments are permitted no more than one time per calendar year. See “The Mortgage Loan” section.

(2)See “Escrows” section.

 

The Mortgage Loan. The mortgage loan (the “1601 Bronxdale Avenue Mortgage Loan”) is evidenced by a promissory note secured by a first mortgage encumbering the fee simple interest in a mixed use building located in the Bronx, New York (the “1601 Bronxdale Avenue Property”). The 1601 Bronxdale Avenue Mortgage Loan was originated on November 17, 2017 by Wells Fargo Bank, National Association. The 1601 Bronxdale Avenue Mortgage Loan had an original principal balance of $35,000,000, has an outstanding principal balance as of the Cut-off Date of $35,000,000 and accrues interest at an interest rate of 4.500% per annum. The 1601 Bronxdale Avenue Mortgage Loan had an initial term of 120 months, has a remaining term of 120 months as of the Cut-off Date and requires interest-only payments through the loan term. The 1601 Bronxdale Avenue Mortgage Loan matures on December 11, 2027.

 

Following the lockout period, the borrower has the right to prepay the 1601 Bronxdale Avenue Whole Loan in whole, or in part (no more than once per calendar year), on any date before September 11, 2027, provided that the borrower pays the greater of a yield maintenance premium or a prepayment premium equal to 1.0% of the principal amount being prepaid. In addition, the 1601 Bronxdale Avenue Whole Loan is prepayable without penalty on or after September 11, 2027.

 

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

 

92

 

 

1601 BRONXDALE AVENUE 

 

 

Sources and Uses

 

Sources         Uses      
Original Loan amount $35,000,000   100.0%   Loan payoff $26,418,715       75.5%
          Return of equity 7,475,159   21.4
          Closing costs 966,178     2.8
          Reserves 139,948     0.4
Total Sources $35,000,000   100.0%   Total Uses $35,000,000    100.0%

 

The Property. The 1601 Bronxdale Avenue Property comprises a part one-story, and part three-story mixed-use building totaling 304,425 square feet and located in the Bronx, New York. The 1601 Bronxdale Avenue Property contains a combination of warehouse, office and retail/health club space. Situated on a 7.4-acre parcel, the 1601 Bronxdale Avenue Property was originally built as a distribution facility in 1949 and was renovated and re-configured to a multi-tenanted facility in 2008. The 1601 Bronxdale Avenue Property contains 246 surface rooftop parking spaces, resulting in a parking ratio of 0.8 spaces per 1,000 square feet of rentable area. As of October 17, 2017, the 1601 Bronxdale Avenue Property was 100.0% occupied by nine tenants, and the property has been at least 97.1% occupied since 2008.

 

The warehouse space at the 1601 Bronxdale Avenue Property totals 185,686 square feet (61.0% of net rentable area; 29.6% of underwritten base rent), is occupied by four tenants and features 15- to 22-foot clear heights, 25 loading docks, one drive-in entrance and 25-foot column spacing. Approximately 84.0% of the warehouse space is occupied by Parts Authority WAW, LLC (“Parts Authority”), which has been in-place since 1988 and is the second largest tenant (by base rent) at the 1601 Bronxdale Avenue Property, accounting for 51.2% of the net rentable area and 24.7% of underwritten base rent. Parts Authority is based in New York and is one of the largest distributors of automotive and truck parts on the east coast. Parts Authority has an underwritten base rent of $6.64 per square foot, which is approximately 52.6% below the appraiser’s concluded market rent of $14.00 per square foot.

 

The office space at the 1601 Bronxdale Avenue Property totals 85,739 square feet (28.2% of net rentable area; 50.4% of underwritten base rent) and is occupied by four tenants. Approximately 65.2% of the office space is occupied by Con Edison (“ConEd”), which is the largest tenant (by base rent) at the 1601 Bronxdale Avenue Property, accounting for 18.4% of net rentable area and 30.0% of underwritten base rent. ConEd (rated ‘A3’ by Moody’s and ‘A-’ by S&P) is one of the largest investor-owned energy companies in the United States. ConEd has been in-place since 1995 and recently signed a lease extension in October 2016 through February 2021. ConEd is headquartered in New York and provides electric service to approximately 3.4 million customers in New York City and Westchester; gas service to 1.1 million customers in Manhattan, the Bronx, Queens, and Westchester county; and steam service to 1,650 customers in Manhattan. The 1601 Bronxdale Avenue Property is situated directly adjacent to ConEd’s Van Nest Service Center (not part of the collateral). The Van Nest service center is used by ConEd as a service center for equipment repair, storage, truck and employee parking and as a compressed natural gas station. ConEd has an underwritten base rent of $22.51 per square foot, which is approximately 6.2% below the appraiser’s concluded market rent of $24.00 per square foot.

 

The retail/health club space at the 1601 Bronxdale Avenue Property totals 33,000 square feet and is fully occupied by New York Sports Club (“NYSC”), which is the third largest tenant (by base rent), accounting for 10.8% of net rentable area and 19.9% of underwritten base rent. NYSC is owned by Town Sports International Holdings (“TSI”), which is the largest owner and operator of fitness clubs in the Northeast and Mid-Atlantic regions of the United States and the third largest operator in the country by number of clubs. As of September 30, 2017, TSI operated 164 fitness clubs (118 of which are located within the New York City metropolitan area), serving approximately 588,000 members. NYSC operates a full-service health club at the 1601 Bronxdale Avenue Property with amenities including an indoor swimming pool, childcare services and sports clubs for kids. The NYSC health club at the 1601 Bronxdale Avenue Property is the company’s only location in the Bronx.

 

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

 

93

 

 

1601 BRONXDALE AVENUE 

 

 

The following table presents certain information relating to the tenancy at 1601 Bronxdale Avenue Property:

 

Major Tenants

 

Tenant Name Tenant Type

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                
Con Edison Office BBB+/A3/A-    55,929 18.4% $22.51(3) $1,259,178(3) 30.0% 2/28/2021(4)
Parts Authority WAW, LLC Warehouse NR/NR/NR 155,986 51.2% $6.64(5) $1,035,660(5) 24.7% Various(5)

NYSC

(TSI Morris Park LLC)

Retail/Health Club NR/Caa2/CCC+    33,000 10.8% $25.33  $835,898 19.9% 10/31/2022(6)
Amazing Home Care Office NR/NR/NR    11,475 3.8% $31.95  $366,671 8.7% 12/31/2018
Langsam Property Office NR/NR/NR    13,135 4.3% $26.97  $354,300 8.4% 8/31/2019(7)
Total Major Tenants   269,525 88.5% $14.29 $3,851,707 91.8%  
                 
Non-Major Tenants   34,900 11.5% $9.87 $344,463 8.2%  
               
Occupied Collateral Total   304,425 100.0% $13.78 $4,196,170 100.0%  
                 
Vacant Space     0 0.0%        
                 
Collateral Total   304,425 100.0%        
                 

 

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

(2)Annual U/W Base Rent PSF and Annual U/W Base Rent include contractual rent steps through November 2018 totaling $135,664.

(3)ConEd’s Annual U/W Base Rent PSF and Annual U/W Base Rent represent the tenant’s average rent over its remaining lease term. ConEd’s current Annual U/W Base Rent PSF is $21.68.

(4)ConEd has one, two-year renewal option at a base rental rate of $24.52 per square foot.

(5)Parts Authority occupies two spaces: 152,386 square feet with an Annual U/W Base Rent PSF of $6.57 and Lease Expiration Date of February 28, 2022; and 3,600 square feet with an Annual U/W Base Rent PSF of $9.70 and Lease Expiration Date of January 31, 2022. Parts Authority has one, 10-year renewal option at 95% of market rent for the 152,386 square foot space.

(6)NYSC has three, five-year renewal options.

(7)Langsam Property has one, five-year renewal option at 95% of market rent.

 

The following table presents certain information relating to the lease rollover schedule at 1601 Bronxdale Avenue 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
MTM 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 2 12,075 4.0% 12,075 4.0% $383,531 9.1% $31.76
2019 2 14,035 4.6% 26,110 8.6% $370,507 8.8% $26.40
2020 2 33,400 11.0% 59,510 19.5% $311,396 7.4% $9.32
2021 1 55,929 18.4% 115,439 37.9% $1,259,178 30.0% $22.51
2022 3 188,986 62.1% 304,425 100.0% $1,871,558 44.6% $9.90
2023 0 0 0.0% 304,425 100.0% $0 0.0% $0.00
2024 0 0 0.0% 304,425 100.0% $0 0.0% $0.00
2025 0 0 0.0% 304,425 100.0% $0 0.0% $0.00
2026 0 0 0.0% 304,425 100.0% $0 0.0% $0.00
2027 0 0 0.0% 304,425 100.0% $0 0.0% $0.00
Thereafter 0 0 0.0% 304,425 100.0% $0 0.0% $0.00
Vacant 0 0 0.0% 304,425 100.0% $0 0.0% $0.00
Total/Weighted Average 10 304,425 100.0%     $4,196,170 100.0% $13.78

(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.

 

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

 

94

 

 

1601 BRONXDALE AVENUE 

 

 

The following table presents historical occupancy percentages at 1601 Bronxdale Avenue Property:

 

Historical Occupancy(1)

 

12/31/2014(2)

 

12/31/2015(2)

 

12/31/2016(2)

 

10/17/2017(3)

98.5%  100.0%  100.0%  100.0%

 

(1)The 1601 Bronxdale Avenue Property has been at least 97.1% occupied since 2008.

(2)Information obtained from the borrower.

(3)Information obtained from the underwritten rent roll.

 

Operating History and Underwritten Net Cash Flow. The following table presents certain information relating to the historical operating performance and the underwritten net cash flow at 1601 Bronxdale Avenue Property:

 

Cash Flow Analysis

 

   2014  2015  2016  TTM 9/30/2016  U/W  % of U/W Effective Gross Income  U/W $ per SF  
Base Rent  $3,176,224  $3,341,194  $3,830,611  $3,988,777   $4,196,170  89.8%  $13.78  
Grossed Up Vacant Space  0  0  0  0  0  0.0  0.00  
Total Reimbursables  616,818  738,369  542,549  542,150      538,319  11.5  1.77  
Other Income  11,466  12,809  12,850  14,339      150,000  3.2  0.49  
Less Vacancy & Credit Loss  0  0  0  0 

(209,809)(1)

  (4.5)  (0.69)  
Effective Gross Income  $3,804,509  $4,092,372  $4,386,009  $4,545,266   $4,674,681  100.0%  $15.36  
                        
Total Operating Expenses  1,280,187  1,466,810  1,702,284  1,824,611   1,772,465  37.9%  5.82  
                        

Net Operating Income

  $2,524,321  $2,625,562  $2,683,725  $2,720,655   $2,902,216  62.1%  $9.53  
TI/LC  0  0  0  0  195,415  4.2  0.64  
Capital Expenditures  0  0  0  0  45,664  1.0  0.15  
Net Cash Flow  $2,524,321  $2,625,562  $2,683,725  $2,720,655   $2,661,137  56.9%  $8.74  
                        
NOI DSCR  1.58x  1.64x  1.68x  1.70x  1.82x        
NCF DSCR  1.58x  1.64x  1.68x  1.70x  1.67x        
NOI DY  7.2%  7.5%  7.7%  7.8%  8.3%        
NCF DY  7.2%  7.5%  7.7%  7.8%  7.6%        

 

(1)The underwritten economic vacancy is 5.0%. The 1601 Bronxdale Avenue Property was 100.0% physically occupied as of October 17, 2017.

 

Appraisal. As of the appraisal valuation date of October 16, 2017, the 1601 Bronxdale Avenue Property had an “as-is” appraised value of $67,100,000.

 

Environmental Matters. According to a Phase I environmental assessment dated November 2, 2017, recognized environmental conditions exist at the 1601 Bronxdale Avenue Property related to (i) the property’s use as a railroad yard from the 1890s to 1929 and (ii) underground storage tanks located at the property. The Phase I recommended no further action related to clause (i) provided the 1601 Bronxdale Avenue Property remains developed as-is. In lieu of performing a Limited Phase II Subsurface Investigation and Vapor Assessment related to clause (ii), the lender obtained an environmental insurance policy with a $2,000,000 limit, $25,000 deductible and 13-year base term with a 3-year optional extended period of coverage. The policy premium for the base term has been prepaid.

 

Market Overview and Competition. The 1601 Bronxdale Avenue Property is situated in an infill location within the southeastern section of the Bronx, New York, approximately 8.0 miles north of Midtown Manhattan. The 1601 Bronxdale Avenue Property is located within 0.5 miles of the Cross Bronx Expressway (Interstate 95), and the Bruckner Expressway (Interstate 278), which provide access to Manhattan to the south and Westchester County to the north; and is located within 0.5 miles of the Bronx River Parkway and Hutchinson River Parkway. The 1601 Bronxdale Avenue Property is situated in close proximity to the site of the proposed Parkchester/Van Nest Metro-North train station, which is expected to provide rail access to midtown Manhattan to the south and Westchester County and southwest Connecticut to the north. According to a third-party research provider, the 2017 estimated population within a three- and five- mile radius of 1601 Bronxdale Avenue Property was 1,000,373 and 1,912,710, respectively; and the average household income within the same radii was $50,493 and $55,529, respectively.

 

According to the appraisal, the 1601 Bronxdale Avenue Property is located within the Bronx submarket of the Westchester/Southern Connecticut market. As of the third quarter of 2017, the submarket comprised approximately 1,145 industrial properties totaling 26.9 million square feet with a 3.2% vacancy rate. The appraiser concluded to industrial market rents for the 1601 Bronxdale Avenue Property of $14.00 per square foot for spaces greater than 4,700 square feet; and $16.00 per square foot for spaces less than 4,700 square feet, both on a modified gross basis. For the same period, the submarket comprised approximately 545 office properties totaling 11.8 million square feet with an 8.4% vacancy rate. The appraiser concluded to office market rents for the 1601 Bronxdale Avenue Property of $24.00 per square foot for spaces greater than 5,200 square feet and $26.00 per square foot for spaces less than 5,200 square feet, both on a modified gross basis. For the health club space at the 1601 Bronxdale Avenue Property, the appraiser concluded to a market rent of $25.00 per square foot, modified 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.

 

95

 

 

1601 BRONXDALE AVENUE 

 

 

The following table presents certain information relating to comparable industrial and office leases for 1601 Bronxdale Avenue Property:

 

Comparable Industrial Leases(1)

 

Property Name/Location Tenant Name

Lease Date/

Term

Lease Area (SF) Annual Base Rent PSF Lease Type

1600 Stillwell Avenue

Bronx, NY

Confidential

Oct. 2017 /

5.0 Years

4,500 $16.00 Modified Gross

1088 Brook Avenue

Bronx, NY

Autobody

Jan. 2017 /

10.0 Years

2,770 $22.00 Modified Gross

532 Bryant Avenue

Bronx, NY

Confidential

Jun. 2016 /

5.0 Years

5,000 $16.32 Gross

967-69 Longfellow Avenue

Bronx, NY

Coyle Contracting Corp.

Apr. 2016 /

2.0 Years

1,500 $19.93 Modified Gross

535 Zerega Avenue

Bronx, NY

New York Road Runners

Jun. 2017 /

N/A

40,000 $13.50 NNN

2470-80 Rowe Street

Bronx, NY

Band Brothers

Jun. 2016 /

3.0 Years

45,000 $15.00 Modified Gross

1930-50 Eastchester Road

Bronx, NY

Confidential

Jul.2015 /

5.0 Years

25,000 $16.42 Gross

1160 Commerce Avenue

Bronx, NY

WB Mason

Mar. 2015 /

10.0 Years

95,000 $16.32 Modified Gross

511 Barry Street

Bronx, NY

Dine N Fresh

Mar. 2015/

5.0 Years

86,500 $8.18 NNN

 

(1)Information obtained from the appraisal.

 

Comparable Office Leases(1)

 

Property Name/Location Tenant Name

Lease Date/

Term

Lease Area (SF) Annual Base Rent PSF Lease Type

50 East Fordham Road

Bronx, NY

Confidential

Jun. 2017 /

10.0 Years

11,282 $30.00 Modified Gross

1241 Lafayette Avenue

Bronx, NY

Confidential

Jan. 2017 /

5.0 Years

9,000 $23.40 Modified Gross

2704 East Tremont Avenue

Bronx, NY

Confidential

Mar. 2017 /

5.0 Years

900 $33.33 Gross

2770 Third Avenue

Bronx, NY

Confidential

Aug. 2016 /

10.0 Years

7,500 $25.25 Modified Gross

2770 Third Avenue

Bronx, NY

Masa

Oct. 2015 /

5.0 Years

3,500 $24.00 Modified Gross

2480-2488 Grand Concourse

Bronx, NY

The Jewish Board

Aug. 2016 /

10.0 Years

13,300 $30.00 Modified Gross

2027 Williamsbridge Road

Bronx, NY

Confidential

Apr. 2016 /

10.0 Years

700 $35.27 Modified Gross

1775 Grand Concourse

Bronx, NY

The Legal Aid Society

Mar. 2016 /

7.0 Years

6,121 $29.50 Modified Gross

1775 Grand Concourse

Bronx, NY

The City of New York

Sep. 2015 /

10.0 Years

15,270 $32.62 Modified Gross

 

(1)Information obtained from the appraisal.

 

The Borrower. The borrower is 1601 Bronxdale, LLC, a Delaware limited liability company and single purpose entity with one independent director. Legal counsel to the borrower delivered a non-consolidation opinion in connection with the origination of the 1601 Bronxdale Avenue Mortgage Loan. Carter Sackman and James Hefelfinger are the guarantors of certain nonrecourse carveouts under the 1601 Bronxdale Avenue Mortgage Loan. Mr. Hefelfinger was involved in a mortgage default related to a property in Manhattan in 2009. See “Description of the Mortgage Pool— Loan Purpose; Default History, Bankruptcy Issues and Other Proceedings” in the Preliminary Prospectus.

 

The Borrower Sponsor. The borrower sponsor is Carter Sackman, the president of Sackman Enterprises. Established in 1972, Sackman Enterprises initially focused on restoring historic brownstones in Manhattan’s Upper West Side, and has since expanded its business to real estate development and management. Sackman Enterprises’ portfolio includes more than 75 residential and commercial properties in Manhattan, the Bronx, and New Jersey. Carter Sackman has more than 30 years’ experience in real estate development and expanded Sackman Enterprises’ portfolio into mixed-use properties.

 

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

 

96

 

 

1601 BRONXDALE AVENUE 

 

 

Escrows. The loan documents provide for upfront escrows in the amount of $67,773 for insurance, and $72,175 for deferred maintenance primarily related to the reinforcement of concrete pavement in the upper deck parking area.

 

The loan documents also provide for ongoing monthly escrows of $88,367 for real estate taxes, $7,531 for insurance, $3,952 for replacement reserves, and $19,758 for general tenant improvements and leasing commissions (subject to a cap of $1,000,000 as long as no Cash Trap Event Period (as defined in the “Lockbox and Cash Management” section) has occurred and is continuing).

 

Lockbox and Cash Management. The 1601 Bronxdale Avenue Mortgage Loan requires a lender-controlled lockbox account, which is already in place, and that the borrower deposits all rents directly into such lockbox account within two business days of receipt. Prior to the occurrence of a Cash Trap Event Period (as defined below), all funds are required to be distributed to the borrower. During a Cash Trap Event Period, all 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 the following:

 

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

(ii)the net cash flow debt service coverage ratio being less than 1.20x at the end of any calendar month; or

(iii)the occurrence of an Anchor Tenant Trigger Event (as defined below).

 

A Cash Trap Event Period will end:

 

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

with regard to clause (ii), upon the net cash flow debt service coverage ratio being equal to or greater than 1.25x for two consecutive calendar quarters; and

with regard to clause (iii), upon an Anchor Tenant Cure Event (as defined below).

 

An “Anchor Tenant Trigger Event” means, with respect to Parts Authority (with respect to the tenant’s 152,386 square foot space), ConEd, or NYSC (or any successors or replacement tenants), a period that commences upon the earlier of:

 

(i)the date such tenant terminates its lease or gives notice of its intent to do so;

(ii)the date such tenant goes dark or gives notice of its intent to do so;

(iii)the date such tenant becomes involved in a bankruptcy proceeding or other insolvency proceeding; or

(iv)the date such tenant does not renew or extend its lease per the terms and conditions set forth in its lease at least 12 months prior to the stated expiration date.

 

An “Anchor Tenant Cure Event” will occur:

 

with regard to clause (i), upon a Qualified Re-Leasing Event (as defined below);

with regard to clause (ii), upon (a) the applicable anchor tenant recommencing operations and payment of full, unabated rent; or (b) a Qualified Re-Leasing Event;

with regard to clause (iii), upon (a) the proceeding being dismissed and the anchor lease being affirmed, assumed, or assigned pursuant to bankruptcy order; or (b) if the anchor lease is rejected in such proceeding, a Qualified Re-Leasing Event; and

with regard to clause (iv), upon (a) a Qualified Re-Leasing Event; or (b) the applicable anchor tenant exercising the renewal or extension option per the terms and conditions set forth in its lease.

 

A “Qualified Re-Leasing Event” will occur upon the borrower replacing the applicable anchor tenant with a new tenant or tenants acceptable to the lender pursuant to a new lease acceptable to the lender, and such tenant has taken occupancy, commenced operations and payment of full, unabated rent.

 

Property Management. 1601 Bronxdale Avenue Property is managed by an affiliate of the borrower.

 

Assumption. The borrower has a two-time right to transfer the 1601 Bronxdale Avenue Property provided that certain conditions are satisfied, including (i) no event of default under the 1601 Bronxdale Avenue Mortgage Loan documents has occurred and is continuing; (ii) in the event that in connection with such transfer, the manager will not thereafter continue to manage the 1601 Bronxdale Avenue Property, then a replacement management agreement with a qualified manager must be executed acceptable to the lender; (iii) 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 (iv) if requested by the lender, rating agency confirmation from Fitch, KBRA and Moody’s that such assumption will not result in a downgrade, withdrawal or qualification of the respective ratings assigned to the WFCM 2017-C42 certificates.

 

Partial Release. None.

 

Real Estate Substitution. Not permitted.

 

Subordinate and Mezzanine Indebtedness. Not permitted.

 

Ground Lease. None.

 

Terrorism Insurance. The 1601 Bronxdale Avenue Mortgage 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 1601 Bronxdale Avenue Property. The loan documents also require business interruption insurance for a period no less than 18 months 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.

 

97

 

 

 

 

 

 

 

BASS PRO & CABELA’S PORTFOLIO

 

 

(GRAPHIC)

 

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

 

98

 

 

BASS PRO & CABELA’S PORTFOLIO

 

 

(MAP)

 

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

 

99

 

  

No. 7 – Bass Pro & Cabela’s Portfolio
 
Loan Information   Property Information
Mortgage Loan Seller: Wells Fargo Bank, National Association   Single Asset/Portfolio: Portfolio

Credit Assessment 

(Fitch/KBRA/Moody’s): 

NR/NR/NR   Property Type: Retail
Original Principal Balance(1): $34,970,000   Specific Property Type: Single Tenant
Cut-off Date Balance(1): $34,970,000   Location(5): Various
% of Initial Pool Balance: 4.7%   Size: 1,896,527 SF
Loan Purpose: Acquisition   Cut-off Date Balance Per SF(1): $102.77
Borrower Name: Various   Year Built/Renovated(5): Various
Borrower Sponsor: Starwood Property Trust, Inc.   Title Vesting: Fee
Mortgage Rate: 4.3790%   Property Manager: Self-managed
Note Date: September 25, 2017   4th Most Recent Occupancy(6): NAP
Anticipated Repayment Date: NAP   3rd Most Recent Occupancy(6): NAP
Maturity Date: October 6, 2027   2nd Most Recent Occupancy(6): NAP
IO Period: 120 months   Most Recent Occupancy(6): NAP
Loan Term (Original): 120 months   Current Occupancy (As of): 100.0% (12/1/2017)
Seasoning: 2 months    
Amortization Term (Original): NAP    
Loan Amortization Type: Interest-only, Balloon   Underwriting and Financial Information:
Interest Accrual Method: Actual/360      
Call Protection(2): L(24),GRTR 1% or YM(2),GRTR 1% or YM or D(87),O(7)   4th Most Recent NOI(6): NAP
Lockbox Type: Hard/Springing Cash Management   3rd Most Recent NOI(6): NAP
Additional Debt(1)(3): Yes   2nd Most Recent NOI(6): NAP
Additional Debt Type(1)(3): Pari Passu; Future Mezzanine   Most Recent NOI(6): NAP
      U/W Revenues: $32,578,204
      U/W Expenses: $7,640,446
      U/W NOI: $24,937,758
      U/W NCF: $23,515,362
Escrows and Reserves(4):     U/W NOI DSCR: 2.88x
      U/W NCF DSCR: 2.72x
Type: Initial Monthly Cap (If Any)   U/W NOI Debt Yield: 12.8%
Taxes $0 Springing NAP   U/W NCF Debt Yield: 12.1%
Insurance $0 Springing NAP   As-Is Appraised Value: $386,700,000
Replacement Reserve $0 Springing NAP   As-Is Appraisal Valuation Date: July 1, 2017
T/LC Reserve $0 Springing NAP   Cut-off Date LTV Ratio(1): 50.4%
          LTV Ratio at Maturity(1): 50.4%
             
               

  

(1)See “The Mortgage Loan” section. All statistical information related to the loan-to-value ratios, debt service coverage ratios and debt yields are based on the Bass Pro and Cabela’s Whole Loan (as defined below).

(2)See “The Mortgage Loan” section for more information regarding the freely prepayable Note A-2(A) with an original principal balance of $7,500,000.

(4)See “Additional Subordinate and Mezzanine Indebtedness” section.

(4)See “Escrows” section.

(5)See “Portfolio Summary” Table.

(6)There is no historical data as the Bass Pro & Cabela’s Portfolio Properties were owner occupied prior to executing a master lease on September 25, 2017.

 

The Mortgage Loan. The mortgage loan (the “Bass Pro & Cabela’s Portfolio Mortgage Loan”) is part of a whole loan (the “Bass Pro & Cabela’s Portfolio Whole Loan”) evidenced by twelve pari passu promissory notes, secured by the fee simple interest in a portfolio of retail properties located in 10 states (the “Bass Pro & Cabela’s Portfolio Properties”). The Bass Pro & Cabela’s Portfolio Whole Loan was co-originated on September 25, 2017 by Goldman Sachs Mortgage Company (“GS”), Wells Fargo Bank, National Association (“WFB”) and UBS AG, by and through its branch office at 1285 Avenue of the Americas, New York, New York (“UBS”). The Bass Pro & Cabela’s Portfolio Whole Loan has an outstanding principal balance as of the Cut-off Date of $194,900,000 and each note has an interest rate of 4.3790% per annum. The Bass Pro & Cabela’s Portfolio Whole 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 interest only through its term. The Bass Pro & Cabela’s Portfolio Whole Loan matures on October 6, 2027. The proceeds of the Bass Pro & Cabela’s Portfolio Whole Loan, together with $148,423,879 of borrower equity, were used to acquire the Bass Pro & Cabela’s Portfolio Properties and pay closing costs.

 

The Bass Pro & Cabela’s Portfolio Mortgage Loan, evidenced by Notes A-2(A) and A-2(B)(1), will be contributed to the WFCM 2017-C42 Trust, had an original principal balance of $34,970,000 and has an outstanding principal balance as of the Cut-off Date of $34,970,000. The controlling Note A-1(A-CP), which had an original principal balance of $37,500,000, and the non-controlling Note A-1(A-NCP), which had an original principal balance of $10,000,000, were contributed to the GSMS 2017-GS8 Trust. The non-controlling Note A-3(A-CP) had an original principal balance of $20,000,000 and was contributed to the UBS 2017-C5 Trust; non-controlling Note A-2(B)(2) had an original principal balance of 23,500,00 and is expected to be contributed to the BANK 2017-BNK9

 

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

 

100

 

 

 

BASS PRO & CABELA’S PORTFOLIO

 

  

Trust; non-controlling Notes A-3(C-CP), A-3(D-NCP), A-3(E-NCP) and A-3(F-NCP) had an aggregate original balance of 13,720,000 and are expected to be contributed to the UBS 2017-C6 Trust; and non-controlling Note A-3(B-CP) had an original principal balance of $24,750,000 and is expected to be contributed to the CCUBS 2017-C1 Trust. Promissory Note A-1(B-CP), with an original principal balance of $30,460,000, is currently held by GS. The aforementioned notes, collectively, serve as the Bass Pro & Cabela’s Portfolio Companion Loans. The lender provides no assurances that any non-securitized note will not be split further. See “Description of the Mortgage Pool—The Whole Loans—The Non-Serviced Whole Loans” in the Preliminary Prospectus.

 

Promissory Notes A-2(A), A-2(B)(1) and A-2(B)(2) are collectively referred to herein as the “A-2 Notes”. Any prepayment made of the Permitted Free Prepayment Amount (as defined below) will be allocated among Promissory Notes A-1, A-2 and the A-3 Notes in the aggregate, on a pro rata and pari passu basis. However, any such prepayments of the Permitted Free Prepayment Amount (including any prepayments made in connection with the release of any of the Bass Pro & Cabela’s Portfolio Properties) that are allocated to the A-2 Notes in the aggregate will not be allocated among the individual A-2 Notes on a pro rata and pari passu basis, but instead will generally be allocated first to Promissory Note A-2(A), until the principal balance of such note has been reduced to zero, and then to Promissory Notes A-2(B)(1) and A-2(B)(2), on pro rata and pari passu basis, until the principal balance of such notes has been reduced to zero. The Permitted Free Prepayment Amount allocated to the A-2 Notes is $7,500,000. The principal balance of Note A-2(A) (the “Non-Call Protected A-2 Note”) is also $7,500,000. As a result, any Permitted Free Prepayment Amounts allocated to the A-2 Notes in the aggregate will generally be allocated to the Non-Call Protected A-2 Note and will not be allocated to the other A-2 Notes), unless the aggregate principal balance of the Non-Call Protected A-2 Note was previously reduced to an amount that is less than the amount of any Permitted Free Prepayment Amount. Any prepayments of the Bass Pro & Cabela’s Portfolio Mortgage Loan using casualty or condemnation loss proceeds will not count toward the Permitted Free Prepayment Amount.

 

The following table presents a summary of the promissory notes comprising the Bass Pro & Cabela’s Portfolio Whole Loan.

 

Note Summary

 

Notes Original Balance   Note Holder Controlling Interest
Note A-1(A-CP) $37,500,000   GSMS 2017-GS8 Yes
Note A-1(A-NCP) $10,000,000   GSMS 2017-GS8 No
Note A-1(B-CP) $30,460,000   GS No
Note A-2(A) $7,500,000   WFCM 2017-C42 No
Note A-2(B)(1) $27,470,000   WFCM 2017-C42 No
Note A-2(B)(2) $23,500,000   BANK 2017-BNK 9 (expected) No
Note A-3(A-CP) $20,000,000   UBS 2017-C5 No
Note A-3(B-CP) $24,750,000   CCUBS 2017-C1 (expected) No
Note A-3(C-CP) $6,220,000   UBS 2017-C6 (expected) No
Note A-3(D-NCP) $2,500,000   UBS 2017-C6 (expected) No
Note A-3(E-NCP) $2,500,000   UBS 2017-C6 (expected) No
Note A-3(F-NCP) $2,500,000   UBS 2017-C6 (expected) No
Total $194,900,000      

 

Prior to the open prepayment date of April 6, 2027, the Bass Pro & Cabela’s Portfolio Whole Loan can be prepaid in whole or in part, (a) with defeasance after the earlier to occur of (i) September 25, 2020 and (ii) the first monthly payment date following the end of the two-year period commencing on the closing date of the securitization of the last Bass Pro & Cabela’s Portfolio Whole Loan promissory note (collectively, the “Defeasance Lockout Period”) or (b) after October 6, 2019 (the “Yield Maintenance Lockout Period”) with payment of the greater of 1% of the amount prepaid or a yield maintenance premium, provided that no yield maintenance premium will be payable with respect to the first $25,000,000 (the “Permitted Free Prepayment Amount”) of principal repaid regardless of when paid, so long as no event of default has occurred and is continuing under the Bass Pro & Cabela’s Portfolio Whole Loan (except in the case where such prepayment is effected in order to cure or prevent a default or an event of default or is the payment of a release price to cure an event of default, and such default or event of default is not the result of the willful misconduct or bad faith actions of any Bass Pro & Cabela’s Portfolio borrower). Any prepayment made of the Permitted Free Prepayment Amount will be allocated among Promissory Note A-1(A-NCP), Note A-2(A) and Notes A-3(D-NCP), A-3(E-NCP) and A-3(F-NCP) in the aggregate on a pro rata and pari passu basis; and none of the Permitted Free Prepayment Amount is expected to be distributed to the other notes comprising the Bass Pro & Cabela’s Portfolio Whole Loan. Partial release is permitted. See “Partial Release” below for further discussion of release requirements.

 

Sources and Uses

 

Sources         Uses      
Original whole loan amount $194,900,000   56.8%   Purchase price $341,609,572   99.5%
Borrower equity 148,423,879   43.2   Closing costs 1,714,307   0.5
Total Sources $343,323,879   100.0%   Total Uses $343,323,879   100.0%

 

The Properties. The Bass Pro & Cabela’s Portfolio is comprised of 16 single tenant retail properties leased to Cabela’s (12 properties) and Bass Pro Shops (four properties) retail stores totaling 1,896,527 square feet of space across 10 states. The Bass Pro & Cabela’s Portfolio Properties were constructed between 1997 and 2016 and range in size from 43,263 square feet to 188,745 square feet, with an average size of 118,533 square feet. No asset accounts for more than 10.8% of the total rental income and no single state comprises more than 25.2% of the total rental income.

 

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

 

101

 

 

BASS PRO & CABELA’S PORTFOLIO

 

 

The Bass Pro & Cabela’s Portfolio Properties are 100.0% leased to Cabela’s Wholesale, Inc. (“Cabela’s” or the “Master Tenant”) under a triple net unitary master lease executed at the origination of the Bass Pro & Cabela’s Portfolio Whole Loan (the “Bass Pro & Cabela’s Portfolio Master Lease”). The Bass Pro & Cabela’s Portfolio Master Lease has a 25-year term expiring on April 30, 2042 with an initial annual base rent of $14.05 per square foot with increases every five years equal to the lesser of (i) 12.5% or (ii) the aggregate percent increase of the consumer price index over the prior five-year period. The Bass Pro & Cabela’s Portfolio Master Lease has six five-year renewal options with annual base rent resets at the commencement of each renewal period at the greater of (i) fair market rent or (ii) 110% of the annual base rent from the immediately preceding year, and no termination options. The obligations of the Master Tenant under the Bass Pro & Cabela’s Portfolio Master Lease are guaranteed by Bass Pro Group, LLC, an affiliate of the Master Tenant.

 

Bass Pro Shops acquired Cabela’s Incorporated, the parent company of the Master Tenant, on September 25, 2017 for a purchase price of approximately $5 billion. Following the acquisition, the combined company is known as the Bass Pro Group, LLC (which serves as guarantor for the Bass Pro & Cabela’s Portfolio Master Lease). Bass Pro Shops was founded in 1972 in Springfield, Missouri. Bass Pro Shops is a privately held national retailer of hunting, fishing, camping and related outdoor gear and apparel. Bass Pro Shops operates 82 stores across 32 U.S. states and four Canadian provinces. Bass Pro Shops also operates Big Cedar Lodge, a resort welcoming more than one million guests to Missouri’s Ozark Mountains per year. Cabela’s (NYSE: CAB) was founded in 1961, went public in 2004, and is currently based in Sidney, Nebraska. Cabela’s is a direct marketer and specialty retailer of hunting, fishing, boating, camping, shooting, and related outdoor recreation merchandise. As of year-end 2016, the company operated 85 retail stores, including 74 stores in the U.S. and 11 stores in Canada. Cabela’s stores range in size from 40,000 square feet to 246,000 square feet. Most locations typically include wildlife displays in natural habitats, dioramas, a restaurant or deli, and aquarium stocked with local fish.

 

The following tables present certain information relating to the Bass Pro & Cabela’s Portfolio Properties:

 

Portfolio Summary

 

Property Name Location Year Built Property NRSF(1)

Allocated

Cut-Off Date Balance(2)

% Allocated Cut-off Date Balance Appraised Value Allocated Cut-off Date LTV Ratio Allocated Base Rent
Cabela’s Rogers Rogers, MN 2005 186,379 $20,700,000 10.6% $41,100,000 50.4% $2,878,000
Cabela’s Lone Tree Lone Tree, CO 2013 108,077 $17,600,000 9.0% $34,950,000 50.4% $2,445,000
Bass Pro San Antonio San Antonio, TX 2006 184,656 $17,200,000 8.8% $34,200,000 50.3% $2,308,100
Cabela’s Allen(3) Allen, TX 2010 107,329 $16,900,000 8.7% $33,600,000 50.3% $2,100,000
Cabela’s Lehi Lehi, UT 2006 169,713 $15,400,000 7.9% $30,600,000 50.3% $1,990,000
Bass Pro Tampa Tampa, FL 2015 132,734 $14,500,000 7.4% $28,800,000 50.3% $2,302,850
Cabela’s Hammond Hammond, IN 2007 188,745 $13,000,000 6.7% $25,700,000 50.6% $1,800,000
Bass Pro Round Rock Round Rock, TX 2014 120,763 $12,600,000 6.5% $25,000,000 50.4% $1,500,000
Cabela’s Fort Mill Fort Mill, SC 2014 104,476 $11,700,000 6.0% $23,250,000 50.3% $1,627,100
Cabela’s Wichita Wichita, KS 2011 80,699 $10,500,000 5.4% $20,800,000 50.5% $1,404,550
Cabela’s Owatonna Owatonna, MN 1997 161,987 $9,600,000 4.9% $19,000,000 50.5% $1,520,000
Cabela’s Centerville Centerville, OH 2016 71,872 $8,900,000 4.6% $17,600,000 50.6% $1,143,600
Cabela’s Huntsville Huntsville, AL 2016 82,443 $8,300,000 4.3% $16,400,000 50.6% $1,025,000
Bass Pro Port St. Lucie Port St. Lucie, FL 2013 86,637 $7,700,000 4.0% $15,350,000 50.2% $1,150,000
Cabela’s Waco Waco, TX 2013 43,263 $6,000,000 3.1% $11,850,000 50.6% $798,200
Cabela’s East Grand Forks East Grand Forks, MN 1999 66,754 $4,300,000 2.2% $8,500,000 50.6% $660,000
Total/Weighted Average   1,896,527 $194,900,000 100% $386,700,000 50.4% $26,652,400

 

(1)Information obtained from the underwritten rent roll.

(2)Based on the Bass Pro & Cabela’s Portfolio Whole Loan Amount

(3)See “Right of First Refusal” section below.

 

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

 

102

 

 

BASS PRO & CABELA’S PORTFOLIO

 

 

Historical Sales Performance

 

Property Name Property NRSF(1) Sales ($) Sales ($) PSF
2014 2015 2016 TTM(2) 2014 2015 2016 TTM(2)
Cabela’s Rogers 186,379 $66,143,890 $66,114,325 $65,612,864 $64,397,009 $ 355 $ 355 $ 352 $ 346
Cabela’s Lone Tree 108,077 50,540,139 53,173,638 53,507,506 52,580,155 $ 468 $ 492 $ 495 487
Bass Pro San Antonio 184,656 46,850,725 45,147,437 42,252,151 41,944,692 $ 254 $ 244 $ 229 227
Cabela’s Allen 107,329 51,003,648 54,760,193 55,165,344 53,101,409 $ 475 $ 510 $ 514 495
Cabela’s Lehi 169,713 49,050,049 53,127,414 45,616,127 42,784,972 $ 289 $ 313 $ 269 252
Bass Pro Tampa 132,734 NAV NAV 49,556,186 47,290,425 NAV NAV $ 373 356
Cabela’s Hammond 188,745 40,171,544 41,750,631 40,674,889 38,911,591 $ 213 $ 221 $ 216 206
Bass Pro Round Rock 120,763 NAV NAV 29,280,166 30,223,077 NAV NAV $ 242 250
Cabela’s Fort Mill 104,476 NAV 26,514,959 28,348,550 26,548,534 NAV $ 254 $ 271 254
Cabela’s Wichita 80,699 32,134,636 31,487,608 28,598,702 27,079,480 $ 398 $ 390 $ 354 336
Cabela’s Owatonna 161,987 36,740,413 36,280,363 35,215,690 33,160,088 $ 227 $ 224 $ 217 205
Cabela’s Centerville 71,872 NAV NAV 13,038,242 15,092,953 NAV NAV $ 181 210
Cabela’s Huntsville 82,443 NAV NAV 22,460,788 22,016,732 NAV NAV $ 272 267
Bass Pro Port St. Lucie 86,637 24,021,522 23,758,647 23,690,873 22,866,252 $ 277 $ 274 $ 273 264
Cabela’s Waco 43,263 14,778,172 17,044,063 17,119,752 16,532,260 $ 342 $ 394 $ 396 382
Cabela’s East Grand Forks 66,754 16,543,482 16,342,556 15,356,164 14,618,059 $ 248 $ 245 $ 230 219
Total/Weighted Average 1,896,527 $427,978,220 $ 465,501,833 $ 565,493,993 $ 549,147,687 $ 309 $ 313 $ 298 $ 290

 

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

(2)TTM Sales ($) and TTM Sales ($) PSF are from July 2016 to June 2017.

 

Major Tenant

 

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 Tenant            
Cabela’s Wholesale, Inc. NR / Ba3 / B+ 1,896,527 100.0% $14.05 $26,652,400 100.0% 4/30/2042(3)
Occupied Collateral Total 1,896,527 100.0% $14.05 $26,652,400 100.00%  
               
Vacant Space   0 0.0%        
               
Collateral Total   1,896,527 100.00%        
               

 

(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 are based on the minimum master lease rent.

(3)The Bass Pro & Cabela’s Portfolio Properties are leased to the Master Tenant under a 25-year NNN master lease and operated under the Cabela’s and Bass Pro Shop brands with six, five-year extension options.

 

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

 

103

 

 

BASS PRO & CABELA’S PORTFOLIO

 

 

The following table presents certain information relating to the lease rollover schedule at the Bass Pro & Cabela’s Portfolio Properties:

 

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 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 0 0 0.0% 0 0.0% $0 0.0% $0.00
2026 0 0 0.0% 0 0.0% $0 0.0% $0.00
2027 0 0 0.0% 0 0.0% $0 0.0% $0.00
Thereafter 1 1,896,527 100.0% 100.0% 100.0% $26,652,400 100.0% $14.05
Vacant 0 0 0.0% 0 0.0% $0 0.0% $0.00
Total/Weighted Average 1 1,896,527 100.0%     $26,652,400 100.0% $14.05

 

(1)Calculated based on approximate square footage occupied by the Master Tenant.

(2)The Bass Pro & Cabela’s Portfolio Master Lease expires on April 30, 2042.

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

 

The following table presents historical occupancy percentages at the Bass Pro & Cabela’s Portfolio Properties:

 

Historical Occupancy(1)

 

12/31/2013

12/31/2014

12/31/2015

12/31/2016

12/1/2017

NAP NAP NAP NAP 100.0%

 

(1)Historical occupancy figures are not applicable, as the Bass Pro & Cabela’s Portfolio Properties were owner-occupied prior to executing the Bass Pro & Cabela’s Portfolio Master Lease on September 25, 2017.

 

Operating History and Underwritten Net Cash Flow. The following table presents certain information relating to the underwritten net cash flow at the Bass Pro & Cabela’s Portfolio Properties:

 

Cash Flow Analysis(1)(2)

 

  U/W % of U/W Effective Gross Income

U/W $

per SF

Base Rent(3) $26,652,400 81.8% $14.05
Total Reimbursables 7,640,446 23.5 4.03
Other Income 0 0.0 0.00
Less Vacancy & Credit Loss (1,714,642)(4) (5.3) (0.90)
Effective Gross Income $32,578,204 100.0% $17.18
                             
Total Operating Expenses $7,640,446 23.5% $4.03
                             
Net Operating Income $24,937,758 76.5% $13.15
Replacement Reserves 474,132 1.5 0.25
  TI/LC 948,264 2.9 0.50
Net Cash Flow $23,515,362 72.2% $12.40
       
 NOI DSCR(5) 2.88x    
  NCF DSCR(5) 2.72x    
 NOI DY(5) 12.8%    
  NCF DY(5) 12.1%    

 

(1)Certain items such as straight line rent, interest expense, interest income, lease cancellation income, depreciation, amortization, debt service payments and any other non-recurring or non-operating items were not considered for the cash flow analysis.

(2)Historical financial information is not available, as the Bass Pro & Cabela’s Portfolio Properties were owner-occupied prior to executing the Master Lease on September 25, 2017.

(3)U/W Base Rent is based on the current in-place rent of the Master Lease.

(4)The underwritten economic occupancy is 95.0%. The Bass Pro & Cabela’s Portfolio Properties were 100.0% physically occupied as of December 1, 2017.

(5)Debt service coverage ratios and debt yields are based on the Bass Pro & Cabela’s Portfolio Whole Loan.

 

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

 

104

 

 

BASS PRO & CABELA’S PORTFOLIO

 

 

Appraisal. As of the appraisal valuation date of July 1, 2017, the Bass Pro & Cabela’s Portfolio Properties had an aggregate “as-is” appraised value of $386,700,000 and an aggregate “dark value” of $203,500,000.

 

Environmental Matters. According to the Phase I environmental reports dated between November 11, 2016 and April 14, 2017, there was no evidence of any recognized environmental conditions at the Bass Pro & Cabela’s Portfolio Properties.

 

Market Overview and Competition. The Bass Pro & Cabela’s Portfolio Properties are located across 16 markets in 10 states, with the top three markets, Chicago (10.0% of net rentable area), Twin Cities (9.8% of net rentable area) and San Antonio (9.7% of net rentable area) representing 29.5% of net rentable area and no other market representing more than 8.9% of net rentable area.

 

The following table presents certain market information relating to the Bass Pro & Cabela’s Portfolio Properties:

 

Market Information(1)

 

Property Name Location Market(2) Estimated 2017 Population(3) Estimated 2017 Average Household Income(3) Rental Rate PSF
Actual(4) Market(2)
Cabela’s Rogers Rogers, MN Twin Cities 32,950 $121,804 $15.44 $14.25
Cabela’s Lone Tree Lone Tree, CO Denver 156,660 $141,711 $22.62 $21.00
Bass Pro San Antonio San Antonio, TX San Antonio 135,780 $109,077 $12.50 $12.00
Cabela’s Allen Allen, TX Dallas 239,733 $132,938 $19.57 $20.00
Cabela’s Lehi Lehi, UT Salt Lake City 113,925 $107,930 $11.73 $11.75
Bass Pro Tampa Tampa, FL Tampa-St. Petersburg 199,723 $65,282 $17.35 $17.00
Cabela’s Hammond Hammond, IN Chicago 228,213 $65,540 $9.54 $9.70
Bass Pro Round Rock Round Rock, TX Austin 132,637 $97,299 $12.42 $12.50
Cabela’s Fort Mill Fort Mill, SC Charlotte 148,219 $80,904 $15.57 $15.00
Cabela’s Wichita Wichita, KS Wichita 115,269 $88,536 $17.40 $13.00
Cabela’s Owatonna Owatonna, MN Owatonna 26,126 $72,739 $9.38 $8.50
Cabela’s Centerville Centerville, OH Dayton 128,676 $85,520 $15.91 $12.00
Cabela’s Huntsville Huntsville, AL Huntsville 102,803 $69,794 $12.43 $14.00
Bass Pro Port St. Lucie Port St. Lucie, FL Port St Lucie/Fort Pierce 109,748 $70,134 $13.27 $12.50
Cabela’s Waco Waco, TX Waco 129,894 $58,388 $18.45 $17.00
Cabela’s East Grand Forks East Grand Forks, MN Grand Forks 67,005 $67,934 $9.89 $10.00
Total/Weighted Average         $14.05 $13.38

 

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

(2)Information is based on the appraisals.

(3)Information is based on a five-mile radius.

(4)Information is based on the Bass Pro & Cabela’s Portfolio Master Lease.

 

The Borrowers. The borrowers are SPT Prairie I CB Drive, LLC, SPT Prairie 200 BP Drive, LLC, SPT Prairie 210 Demers Avenue, LLC, SPT 1000 CB Drive, LLC, SPT Prairie 2250 Gatlin Blvd., LLC, SPT Prairie 2427 N. Greenwich Road, LLC, SPT Prairie 2502 W. CB Drive, LLC, SPT Prairie 2700 Market Place Drive, LLC, SPT Prairie 3900 CB Drive, LLC, SPT Prairie 5500 Cornerstone North Blvd., LLC, SPT Prairie 7090 CB Drive NW, LLC, SPT Prairie 7700 CB Drive, LLC, SPT Prairie 10670 CB Drive, LLC, SPT Prairie 10501 Palm River Road, LLC, SPT Prairie 17907 IH-10 West, LLC and SPT Prairie 20200 Rodgers Drive, LLC (collectively, the “Bass Pro & Cabela’s Portfolio Borrower”), each a single-purpose Delaware limited liability company structured to be bankruptcy remote with two independent directors. Legal counsel to the Bass Pro & Cabela’s Portfolio Borrower delivered a non-consolidation opinion in connection with the origination of the Bass Pro & Cabela’s Portfolio Whole Loan. The nonrecourse carve-out guarantor of the Bass Pro & Cabela’s Portfolio Whole Loan is Starwood Property Trust, Inc. The guarantor’s liability is capped at 20% for obligations arising from a bankruptcy or similar event of the borrowers or the guarantor.

 

The Borrower Sponsor. The borrower sponsor of the Bass Pro & Cabela’s Portfolio Whole Loan is Starwood Property Trust, Inc. Starwood Property Trust, Inc. is an affiliate of global private investment firm Starwood Capital Group. The firm is one the largest commercial mortgage real estate investment trusts in the United States. The company’s core business focuses on originating, acquiring, financing and managing commercial mortgage loans and other commercial real estate debt investments. As of the second quarter of 2017, the company had a current equity market capitalization of approximately $5.8 billion and an enterprise value of $12.4 billion. Since its inception, Starwood Property Trust, Inc. has deployed over $29.0 billion in capital across various commercial real estate debt investments, commercial and residential mortgage-backed securities, and other commercial and residential real estate-related debt investments. The company currently owns a portfolio of retail, residential, office and medical office properties across the U.S. and Europe.

 

Escrows. During a Bass Pro & Cabela’s Portfolio Trigger Period (as defined below) the Bass Pro and Cabela’s Borrower is required to deposit monthly (a) 1/12th of the estimated annual taxes and 1/12th of the estimated annual insurance premium (unless the Bass Pro and Cabela’s Portfolio Properties are covered by a blanket policy in accordance with the related loan documents and there is no continuing event of default, and upon request of the lender, the borrowers provide evidence of renewals of such policies and payment of related premiums), (b) a tenant improvement and leasing commissions reserve in an amount equal to 1/12th of the product of (i) $1.00 and (ii) the aggregate amount of rentable square feet of all Bass Pro & Cabela’s Portfolio Properties subject to

 

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

 

105

 

 

BASS PRO & CABELA’S PORTFOLIO

 

 

the lien of the mortgage as of such due date (such monthly amount as of the origination date was $158,044) and (c) a capital expenditure reserve in an amount equal to 1/12th of the product of (i) $0.25 and (ii) the aggregate amount of rentable square feet of all Bass Pro & Cabela’s Portfolio Properties subject to the lien of the mortgage as of such due date (such monthly amount as of the origination date was $39,511).

 

In addition, on each due date during the continuance of a Bass Pro & Cabela’s Portfolio Trigger Period, and at lenders’ election during an event of default, the related loan documents require an excess cash flow reserve as discussed under “Lockbox and Cash Management” below.

 

A “Bass Pro & Cabela’s Portfolio Trigger Period” will occur upon the earlier of the following:

(i)the delivery to the lenders of annual or quarterly financial reports showing that the debt yield is less than 10.5% for two consecutive fiscal quarters;

(ii)if annual or quarterly financial reports are not delivered to the lenders when required, then ten business days following the borrower’s receipt of written notice of the same, at the lenders’ option, or

(iii)the occurrence and continuance of a Bass Pro Event (as defined below).

 

A Bass Pro & Cabela’s Portfolio Trigger Period will end upon (a) such reports being delivered and indicating that the debt yield is equal to or greater than 10.5%; or (b) upon the borrower prepaying the loan or depositing with lenders, as additional collateral for the Bass Pro & Cabela’s Portfolio Whole Loan, cash in an amount that, if applied to a prepayment of the Loan, would result in a debt yield of 10.5%.

 

A “Bass Pro Event” means:

(i)the Master Tenant ceases operations or vacates, as determined in accordance with the Bass Pro & Cabela’s Portfolio Master Lease, with respect to more than 15% of the Bass Pro & Cabela’s Portfolio Properties (by number of locations),

(ii)the guarantor of the Bass Pro & Cabela’s Portfolio Master Lease or the Master Tenant files for bankruptcy,

(iii)the Master Tenant defaults under the Bass Pro & Cabela’s Portfolio Master Lease beyond any notice and cure period set forth in the Master Lease, or

(iv)the total net leverage ratio for the tenant exceeds 5.75x; provided, however, as long as the total net leverage ratio is less than 6.75x, only 50% of excess cash flow shall be remitted to the excess cash flow reserve; and if the total net leverage ratio is equal to or greater than 6.75x, all excess cash flow shall be remitted to the excess cash flow reserve.

 

Lockbox and Cash Management. The Bass Pro & Cabela’s Portfolio Whole Loan is structured with a hard lockbox and springing cash management. The related loan documents require the borrowers to direct tenants to pay rent directly to a lender-controlled lockbox account and all cash revenues relating to the Bass Pro & Cabela’s Portfolio Properties and all other money received by the borrowers or the property manager with respect to the Bass Pro & Cabela’s Portfolio Properties be deposited into such lockbox account within two business days of receipt. For so long as no Bass Pro & Cabela’s Portfolio Trigger Period or event of default is continuing, all funds in the lockbox account are required to be swept into a borrower-controlled operating account on a daily basis. During the continuance of a Bass Pro & Cabela’s Portfolio Trigger Period and at the lender’s election during an event of default, all funds in the lockbox account are required to be swept into a lender-controlled cash management account on a daily basis and all amounts on deposit in the cash management account after payment of debt service, required reserves and operating expenses, are required to be reserved in an excess cash flow reserve account as additional collateral.

 

Property Management. The Bass Pro & Cabela’s Portfolio Property is managed by an affiliate of the borrower. At any time the Bass Pro & Cabela’s Portfolio Master Lease (or a replacement master lease which has been approved by the lender) is not in effect, the borrowers are required, within 60 days following the termination of the Bass Pro & Cabela’s Portfolio Master Lease, to engage a property manager to manage the applicable Bass Pro & Cabela’s Portfolio Property(ies) pursuant to a management agreement. Under the related loan documents, the Bass Pro & Cabela’s Portfolio Properties are required to remain managed by either (a) Cushman & Wakefield, CBRE, Simon Property Group, Macerich, Taubman Centers, CBL & Associates, Pennsylvania REIT, Washington Prime, General Growth Properties, Urban Retail, Madison Marquette, Jones Lang LaSalle or Colliers, (b) any of (i) Starwood Capital Group Global, L.P., (ii) Starwood Capital Group Global II, L.P. or (iii) Starwood Capital Group Global I, L.L.C. (each a “SCGG Party”) or any affiliate of any SCGG Party controlled by or under common control with any SCGG Party, or (c) a reputable and experienced manager which, in the reasonable judgment of the lender, possesses experience in managing properties similar in location, size, class, use and operation as the Bass Pro & Cabela’s Portfolio Properties.

 

The borrowers, upon the request of the lender, are required to replace a property manager if (a) such property manager becomes a debtor in any bankruptcy or insolvency proceeding which would reasonably be expected to have a material adverse effect, (b) the lender has accelerated the Bass Pro & Cabela’s Portfolio Whole Loan as a result of an event of default, or (c) there exists a material default by such property manager under the management agreement, which, if not remedied within any applicable notice, grace and cure period, would reasonably be expected to have a material adverse effect.

 

Assumption. The Bass Pro & Cabela’s Portfolio Borrower has the right to transfer the Bass Pro & Cabela’s Portfolio Property provided that certain conditions are satisfied, including (i) no event of default under the Bass Pro & Cabela’s Portfolio Whole Loan documents 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 requested by lender, rating agency confirmation that the sale and assumption will not result in a downgrade, withdrawal or qualification of the respective ratings assigned to the WFCM 2017-C42 certificates and similar confirmations from each rating agency rating any securities backed by the Bass Pro & Cabela’s Portfolio Property Companion Loans.

 

Right of First Refusal. The City of Allen, Texas has a right of first refusal (“ROFR”) to purchase the Cabela’s Allen property if an offer is received that the borrower is otherwise willing to accept, and a right of first offer (“ROFO”) if the borrower decides to market the property for sale. The ROFR and ROFO and recurring rights and terminate 15 years after completion of construction or upon

 

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

 

106

 

 

BASS PRO & CABELA’S PORTFOLIO

 

 

repayment of grants from the City of Allen (a certificate of occupancy was issued in April 2011). Further, applicable restrictions permit the use of the property as a Cabela’s only, and City approval would be required for any successor use.

 

Partial Release. Any time after the expiration of the Yield Maintenance Lockout Period or the Defeasance Lockout Period, the Bass Pro & Cabela’s Portfolio Borrower may obtain the release of any of the Bass Pro & Cabela’s Portfolio Properties, provided that among other things, (a) no event of default has occurred and is continuing (unless the release would cure or prevent a non-monetary default related solely to the released property and such default is not the result of willful misconduct or bad actions of the borrower), (b)(i) to the extent the Yield Maintenance Lockout Period has expired, prepay the loan in an amount equal to the applicable Release Amount (as defined below) and the applicable yield maintenance premium (subject to no yield maintenance premium on the first $25 million of prepaid principal of the Bass Pro & Cabela’s Portfolio Whole Loan) or (ii) to the extent the Defeasance Lockout Period has expired, defease the loan in an amount equal to the applicable Release Amount, (c) the debt yield with respect to the remaining Bass Pro & Cabela’s Portfolio Properties is no less than the greater of (i) 13.67% and (ii) the debt yield for the 12-month period ending on the last day of the most recently ended fiscal quarter (provided that the Bass Pro & Cabela’s Portfolio Borrower may partially prepay the loan or deliver a letter of credit in an amount when subtracted from the outstanding principal balance of the loan would result in a debt yield satisfying such tests), (d) the delivery of a legal opinion covering compliance in all respects with all laws, rules and regulations governing REMICs, and (e) the release of the applicable Bass Pro & Cabela’s Portfolio Properties from the Master Lease.

 

The “Release Amount” is an amount equal to the greater of (a) 80% of the net sales proceeds for such property and (b) the Release Percentage (as defined below) of the Allocated Cut-off Date Balance (identified in the “Portfolio Summary” chart above).

 

The “Release Percentage” means (i) for up to 10% of the original principal balance of the Bass Pro & Cabela’s Portfolio Whole Loan prior to such release, 110% of the applicable Allocated Cut-off Date Balance, (ii) exceeding 10%, but not exceeding 15% of the original principal balance of the Bass Pro & Cabela’s Portfolio Whole Loan prior to such release, 115% of the applicable Allocated Cut-off Date Balance, (iii) exceeding 15%, but not exceeding 20% of the original principal balance of the Bass Pro & Cabela’s Portfolio Whole Loan prior to such release, 120% of the applicable Allocated Cut-off Date Balance, or (iv) exceeding 20% of the original principal balance of the Bass Pro & Cabela’s Portfolio Whole Loan prior to such release, 125% of the applicable Allocated Cut-off Date Balance.

 

Free Release. The borrower is permitted to obtain the release of non-income producing portions of the Allen, Texas property and the Rogers, Minnesota property subject to certain conditions, including (i) the proposed transfer will not have a material adverse effect on the borrower’s business operations or access to or from the improvements located on the remaining properties, (ii) the borrower has obtained separate tax identification numbers for the released parcel and the remaining property, (iii) such transfer will not violate the Bass Pro & Cabela’s Portfolio Master Lease or any other contractual requirement affecting the property, (iv) if the borrower receives in the aggregate more than $3,000,000 in connection with the partial releases, then such excess shall be reserved with lender as additional collateral for the loan, (v) the Master Tenant shall have provided an express agreement that until October 31, 2027, the release property shall not be used in a manner that competes with the primary business of master tenant, and (vi) an opinion of counsel acceptable to a prudent securitized lender that the release satisfies REMIC requirements, among other things.

 

Real Estate Substitution. Any time from and after the six-month anniversary of the closing date of the securitization of the last Bass Pro & Cabela’s Portfolio Whole Loan promissory note (but prior to April 6, 2027), the Bass Pro & Cabela’s Portfolio Borrower may obtain the release of any of the Bass Pro & Cabela’s Portfolio Properties by providing one or more substitute properties (individually or collectively, the “Substitute Property”), provided that, among other things, (a) the Bass Pro & Cabela’s Portfolio Borrower delivers to the lenders a reasonably satisfactory Phase I environmental report, structural engineering report, seismic report (if necessary) and an appraisal demonstrating the as-is appraised value of the Substitute Property(ies) is greater than or equal to the replaced property at the time of substitution, (b) the rent under the Master Lease is not reduced as a result of such substitution, (c) after the substitution, the aggregate allocated loan amount of all Substituted Properties does not exceed 10% of the original balance of the Bass Pro & Cabela’s Portfolio Whole Loan, unless the lenders reasonably determine to permit a greater percentage to the extent the Master Tenant requests additional substitutions in accordance with the Master Lease (however the 10% threshold shall not include any property substitution effectuated for the sole purpose of curing an event of default or Trigger Period), (d) the debt yield with respect to the remaining Bass Pro & Cabela’s Portfolio Properties including the Substitute Property, is no less than the greater of (i) 13.67% and (ii) the debt yield for the 12-month period ending on the last day of the most recently ended fiscal quarter and (e) if all or any portion of the Bass Pro & Cabela’s Portfolio Whole Loan has been securitized (i) the delivery of a legal opinion covering compliance in all respects with all laws, rules and regulations governing REMICs and (ii) the receipt of a rating agency confirmation.

 

Additional Subordinate and Mezzanine Indebtedness. Any time after March 25, 2018, direct or indirect equity owners of the Bass Pro & Cabela’s Portfolio Borrower (as defined above) are permitted to obtain a mezzanine loan issued by a Qualified Mezzanine Lender (as defined below) in an amount not to exceed $24,362,500, provided that the following conditions are satisfied, among other things, (a) immediately after giving effect to such mezzanine loan, (i) the combined loan-to-value ratio is not greater than 50.4%, (ii) the combined debt service coverage ratio is not less than 3.08x, and (iii) the combined debt yield is not less than 13.67%, (b) the mortgage lenders and the lender under the mezzanine loan have entered into an intercreditor agreement reasonably acceptable to the mortgage lenders, (c) such mezzanine loan is coterminous with the Bass Pro & Cabela’s Portfolio Whole Loan or freely prepayable without any premium or penalty from and after the maturity date of the Bass Pro & Cabela’s Portfolio Whole Loan, (d) if the mezzanine loan bears a floating interest rate, the mezzanine borrower must maintain an interest rate cap agreement from a reasonably acceptable counterparty in a notional amount not less than the outstanding principal balance of the mezzanine loan and with a strike price that would result in a debt service coverage ratio of at least 3.08x, and (e) the receipt of a rating agency confirmation.

 

A “Qualified Mezzanine Lender” is an institution that, among other requirements outlined in the loan documents, (a) has assets (in name or management) in excess of $2,000,000,000; (b) except with respect to a pension advisory firm, asset manager or similar fiduciary has (i) capital/statutory surplus or shareholder’s equity of at least $1,000,000,000 or (ii) market capitalization of at least

 

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

 

107

 

 

BASS PRO & CABELA’S PORTFOLIO

 

  

$1,000,000,000; and (c) is regularly engaged in the business of making or owning commercial real estate loans or operating commercial mortgage properties.

 

Ground Lease. None.

 

Terrorism Insurance. So long as TRIPRA or a similar or subsequent statute is in effect, the borrowers are required to maintain terrorism insurance for certified and non-certified acts (as those terms are defined in TRIPRA or similar subsequent statute) in an amount equal to the full 100% replacement value of the Bass Pro & Cabela’s Portfolio Properties, as well as the improvements and betterments permanently attached to the Bass Pro & Cabela’s Portfolio Properties, plus the business interruption required under the Bass Pro & Cabela’s Portfolio Master Lease, in each case, on terms consistent with those required pursuant to the Bass Pro & Cabela’s Portfolio Master Lease. If TRIPRA or a similar or subsequent statute is not in effect, then provided that terrorism insurance is commercially available, the Master Tenant will be required to carry terrorism insurance throughout the term of the Bass Pro & Cabela’s Portfolio Master Lease as required by the preceding sentence, but the Master Tenant will not be required to spend on terrorism insurance coverage more than two times the amount of the insurance premium that is payable at such time in respect of the casualty and business income insurance or rental interruption insurance required under the Bass Pro & Cabela’s Portfolio Master Lease (without giving effect to the cost of terrorism and seismic components of such casualty and business income insurance or rental interruption insurance), and if the cost of terrorism insurance exceeds such amount, the Master Tenant will be required to purchase the maximum amount of terrorism insurance available with funds equal to such amount.

 

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

 

108

 

 

(THIS PAGE INTENTIONALLY LEFT BLANK)

 

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

 

109

 

 

(THIS PAGE INTENTIONALLY LEFT BLANK)

 

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

 

110

 

 

 

 

 

150 WEST JEFFERSON

  

(GRAPHIC) 

 

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

 

111

 

 

150 WEST JEFFERSON

 

(GRAPHIC) 

 

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

 

112

 

 

150 WEST JEFFERSON

 

(GRAPHIC) 

 

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

 

113

 

 

No. 8 – 150 West Jefferson
 
Loan Information   Property Information
Mortgage Loan Seller: Starwood Mortgage Funding II LLC   Single Asset/Portfolio: Single Asset
Credit Assessment (Fitch/KBRA/Moody’s): NR/NR/NR   Property Type: Office
Original Principal Balance(1): $32,500,000   Specific Property Type: CBD
Cut-off Date Balance(1): $32,500,000   Location: Detroit, MI
% of Initial Pool Balance: 4.4%   Size: 489,786 SF
Loan Purpose: Refinance   Cut-off Date Balance Per SF(1): $137.82
Borrower: 150 West Jefferson Owner LLC   Year Built/Renovated: 1989/NAP
Borrower Sponsor: REDICO Properties LLC   Title Vesting: Fee
Mortgage Rate: 4.603%   Property Manager: Self-managed
Note Date: November 8, 2017   4th Most Recent Occupancy (As of)(5): 69.4% (12/31/2013)
Anticipated Repayment Date(2): December 6, 2027   3rd Most Recent Occupancy (As of)(5): 84.2% (12/31/2014)
Maturity Date(2): December 6, 2029   2nd Most Recent Occupancy (As of)(5): 81.9% (12/31/2015)
IO Period: 60 months   Most Recent Occupancy (As of)(5): 88.3% (12/31/2016)
Loan Term (Original): 120 months   Current Occupancy (As of): 93.7% (10/1/2017)
Seasoning: 0 months    
Amortization Term (Original): 360 months   Underwriting and Financial Information:
Loan Amortization Type: Interest-only, Amortizing ARD      
Interest Accrual Method: Actual/360   4th Most Recent NOI (As of)(5): $4,017,764 (12/31/2013)
Call Protection(3): L(24),D(92),O(4)   3rd Most Recent NOI (As of)(5): $4,015,577 (12/31/2014)
Lockbox Type: Hard/Springing Cash Management   2nd Most Recent NOI (As of)(5)(6): $3,969,150 (12/31/2015)
Additional Debt(1): Yes   Most Recent NOI (As of)(5)(7): $6,960,158 (TTM 8/31/2017)
Additional Debt Type(1): Pari Passu    
         
      U/W Revenues: $14,218,842
      U/W Expenses: $6,068,000
          U/W NOI(7): $8,150,842
Escrows and Reserves(4):         U/W NCF: $7,255,421
          U/W NOI DSCR(1): 1.96x
Type: Initial Monthly Cap (If Any)   U/W NCF DSCR(1): 1.75x
Taxes $211,608 $147,803 NAP   U/W NOI Debt Yield(1): 12.1%
Insurance $25,723 $6,431 NAP   U/W NCF Debt Yield(1): 10.7%
Replacement Reserves $0 $8,164 NAP   As-Is Appraised Value: $103,000,000
TI/LC Reserve $0 $40,816 $2,250,000   As-Is Appraisal Valuation Date: August 22, 2017
Outstanding TI Reserve $847,672 $0 NAP   Cut-off Date LTV Ratio(1): 65.5%
          LTV Ratio at Maturity or ARD(1): 60.1%
             
             
(1)See “The Mortgage Loan” section. All statistical information related to balances per square foot, loan-to-value ratios, debt service coverage ratios and debt yields are based on the 150 West Jefferson Whole Loan (as defined below).

(2)Interest on the 150 West Jefferson Whole Loan accrues at an interest rate of 4.603% per annum (the “Initial Interest Rate”) through the anticipated repayment date of December 6, 2027. After the anticipated repayment date, if the 150 West Jefferson Whole Loan remains outstanding, (a) all excess cash flow with respect to the 150 West Jefferson Property (as defined below) is required to be applied to repay the 150 West Jefferson Whole Loan and (b) the 150 West Jefferson Whole Loan will accrue interest at an interest rate equal to the sum of (x) the Initial Interest Rate plus (y) 3.000% (the “Extended Term Interest Rate”) through the final maturity date of December 6, 2029, with all interest accrued in excess of the Extended Term Interest Rate over the Initial Interest Rate deferred and due and payable with the repayment of the 150 West Jefferson Whole Loan in full.

(3)The lockout period will be at least 24 payments, beginning with and including the first payment date of January 6, 2018. Defeasance of the 150 West Jefferson Mortgage Loan is permitted at any time after the earlier to occur of (i) November 8, 2020 or (ii) two years after the closing date of the securitization that includes the last note to be securitized. The assumed lockout period of 24 payments is based on the expected WFCM 2017-C42 securitization trust closing date in December 2017.

(4)See “Escrows” section.

(5)During 2013 and 2015, two of the top four tenants, Miller Canfield and Butzel Long, downsized their respective spaces resulting in higher vacancy at the 150 West Jefferson Property. Butzel Long contracted from 101,147 square feet to 48,669 square feet effective July 2013 in conjunction with the execution of its 11th lease amendment. The space made available on the 11th floor was later absorbed by Lochbridge (10.0% NRA; 10.7% U/W base rent) under a lease signed in September 2014 (with a commencement date in March 2015) and Plunkett Cooney, PC (2.7% NRA; 3.0% U/W base rent) in its November 2015 lease (with a commencement date in February 2016). Miller Canfield contracted from 109,261 square feet to 69,974 square feet effective July 2015. In June 2015, 20,789 square feet of the related vacant area on the 21st floor were leased to Jones Day (4.2% NRA; 5.1% U/W base rent) with a commencement date in October 2015. In 2015, Amazon expanded by an additional 24,357 square feet, adding approximately $629,000 in U/W base rent. Within the last twelve months, Amazon has expanded and JAMS has moved to the 150 West Jefferson Property. Combined, the JAMS and Amazon expansion spaces account for 6.8% of the U/W base rent and approximately $712,000 of U/W base rent. Additionally, due to increases in occupancy and better revenue management, the borrower sponsor has been able to increase parking revenue from $1.55 million to $1.85 million from 2015 to the TTM 8/31/2017.

(6)Full year NOI for 2016 is unavailable due to the borrower sponsor acquiring the property in July 2016.

(7)The increase in NOI from Most Recent to U/W is driven primarily by new leases signed in 2017 totaling 31,103 square feet and $803,938 in U/W base rent, as well as approximately $188,756 in rent steps.

 

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

 

114

 

 

150 WEST JEFFERSON

 

The Mortgage Loan. The mortgage loan (the “150 West Jefferson Mortgage Loan”) is part of a whole loan (the “150 West Jefferson Whole Loan”) evidenced by two pari passu notes secured by a first mortgage encumbering the fee simple interest in a 489,786 square foot office building located in Detroit, Michigan (the “150 West Jefferson Property”). The 150 West Jefferson Whole Loan was originated on November 8, 2017 by Starwood Mortgage Capital LLC. The 150 West Jefferson Whole Loan had an original principal balance of $67,500,000, has an outstanding principal balance as of the Cut-off Date of $67,500,000 and accrues interest at an interest rate of 4.603% per annum. The 150 West Jefferson Whole Loan had an anticipated initial term of 120 months, has an anticipated remaining term of 120 months as of the Cut-off Date and requires payments of interest-only until December 6, 2022, after which payments of interest and principal based on a 30-year amortization schedule are required through its term. The 150 West Jefferson Whole Loan has an anticipated repayment date on December 6, 2027 and a maturity date on December 6, 2029.

 

Note A-2, which will be contributed to the WFCM 2017-C42 Trust, had an original principal balance of $32,500,000, has an outstanding principal balance as of the Cut-off Date of $32,500,000 and represents the non-controlling interest in the 150 West Jefferson Whole Loan. The controlling Note A-1, which had an original principal balance of $35,000,000, has an outstanding principal balance as of the Cut-off Date of $35,000,000, is expected to be contributed to the MSC 2017-HR2 transaction, which is expected to close on December 22, 2017. The mortgage loan seller provides no assurances that any non-securitized notes will not be split further. See “Description of the Mortgage Pool—The Whole Loans—The Non-Serviced Pari Passu Whole Loans” in the Preliminary Prospectus. The following table presents a summary of the promissory notes comprising the 150 West Jefferson Whole Loan.

 

Note Summary

 

Notes Original Balance   Note Holder Controlling Interest
A-1 $35,000,000   MSC 2017-HR2 Yes
A-2 $32,500,000   WFCM 2017-C42 No
Total $67,500,000      

 

Following the lockout period, the 150 West Jefferson Borrower (as defined below) has the right to defease the 150 West Jefferson Whole Loan in whole, but not in part. In addition, the 150 West Jefferson Whole Loan is prepayable without penalty on or after September 6, 2027. The lockout period will expire on the earlier of (i) two years after the last note to be securitized and (ii) November 8, 2020.

 

Sources and Uses

 

Sources       Uses    
Original loan amount $67,500,000 100.0%   Loan payoff $52,665,246 78.0%
        Return of equity 11,659,128 17.3   
        Closing costs 2,090,623 3.1   
        Reserves 1,085,003 1.6   
Total Sources $67,500,000 100.0%   Total Uses $67,500,000 100.0%

 

The Property. The 150 West Jefferson Property consists of a 489,786 square foot Class A office building located in Detroit, Michigan at 150 West Jefferson Avenue. Serving as the main thoroughfare between the central business district (“CBD”) and the waterfront, Jefferson Avenue has direct access to the Detroit regional highway network, including the Lodge Freeway and the Detroit-Windsor Tunnel. Downtown Detroit is generally bounded by the Fisher Freeway (Interstate 75) to the north, the Detroit River to the south, the Lodge Freeway (Route 10) to the west and the Chrysler Freeway (Interstate 375) to the east. Constructed in 1989, the 150 West Jefferson Property sits on a 1.53-acre site within the Detroit CBD. Standing 25 stories tall, the 150 West Jefferson Property offers Class A office space with water and city views, and a location near Detroit’s waterfront. The 150 West Jefferson Property includes an attached six-level parking garage (526 spaces, 1.07 per 1000 square feet) (the “150 West Jefferson Parking Garage”), 24-hour manned security, and tenant amenities including three restaurants, a sundries shop, a fitness center, an outdoor terrace with putting green and a Detroit People Mover station attached to the building. Tenancy at the 150 West Jefferson Property is comprised of both national and regional tenants.

 

The 150 West Jefferson Property is leased to 19 tenants across a multiple industries, including marketing, automobile, technology, legal and financial industries. The largest tenants at the 150 West Jefferson Property include Miller Canfield Paddock Stone (“Miller Canfield”) (16.3% of U/W base rent), Starcom (14.8% of U/W base rent), Amazon (14.0% of U/W base rent), Butzel Long (11.0% of U/W base rent) and Lochbridge (10.7% of U/W base rent).

 

Miller Canfield is a large American law firm with its headquarters at the 150 West Jefferson Property, and has always been based in Detroit. As of 2017, the firm has international offices in Canada, Mexico, China, and Poland, as well as Michigan, Florida, New York and Illinois. Miller Canfield is an original tenant at the 150 West Jefferson Property, had an original lease commencement date in January 1989 and most recently renewed in July 2015.

 

Starcom is a Chicago based media network firm with over 8,000 employees nationally and 110 offices worldwide. The 150 West Jefferson Property houses Starcom’s GM Planworks and DigitaLBi, a group founded in 2000 and dedicated to buying and planning General Motors media campaigns. Starcom is a subsidiary of the Paris, France based Publicis Groupe, a large international advertising agency. In 2016, Publicis Groupe’s two largest Detroit-area agencies, DigitaLBi and Leo Burnett, formed a single unit called Engage M-1 (named for the main highway in Detroit) dedicated to General Motors accounts, with both firms retaining their respective offices and staff. In early 2017, General Motors announced that after an extended review, it was retaining Engage M-1 for future marketing efforts of its GMC brand. Starcom had an original lease commencement date in September 2000 and most recently renewed in June 2010.

 

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

 

115

 

 

150 WEST JEFFERSON

 

Amazon is an American electronic commerce and cloud computing company, and a large internet retailer. Amazon had an original lease commencement date in August 2013 and most recently renewed in July 2017.

 

Lochbridge is a tech-service integration firm building custom tech platforms for large businesses and organizations and is known as a provider of automotive connectivity services and solutions. Los Angeles-based Marlin Equity Partners purchased Lochbridge from Compuware Corporation in January 2014, and then spun it out as a separate company. Lochbridge had an original lease commencement date in March 2015.

 

Butzel Long is headquartered at the 150 West Jefferson Property and has 155 attorneys throughout Michigan, in New York and Washington, D.C. Butzel Long is an original tenant at the 150 West Jefferson Property and has been in occupancy since February 1990. Butzel Long most recently renewed its lease in August 2010.

 

As of October 1, 2017, the 150 West Jefferson Property was 93.7% occupied by 19 tenants, with two of the largest five tenants by square footage occupying their space for over 25 years.

 

The following table presents certain information relating to the tenancy at the 150 West Jefferson 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 Tenant          
Miller Canfield NR/NR/NR 69,974 14.3% $24.50 $1,714,363 16.3% 6/30/2026(3)
Starcom NR/NR/NR 62,273 12.7% $24.94 $1,552,976 14.8% 5/31/2020(4)
Amazon NR/Baa1/AA- 57,636 11.8% $25.45 $1,466,663 14.0% 10/31/2024(5)
Lochbridge(6) NR/NR/NR 48,915 10.0% $23.00 $1,125,045 10.7% 2/28/2027(7)
Butzel Long NR/NR/NR 48,669 9.9% $23.80 $1,158,322 11.0% 7/31/2022(8)
Total Major Tenants 287,467 58.7% $24.41 $7,017,370 66.8%  
             
Non-Major Tenants 171,566 35.0% $20.36 $3,492,533 33.2%  
             
Occupied Collateral Total 459,033 93.7% $22.90 $10,509,903 100.0%  
             
Vacant Space   30,753 6.3%        
               
Collateral Total 489,786 100.0%        
               
               

(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 June 2018 and investment grade tenant leases underwritten to average rent over the remaining terms of its respective lease, totaling $188,756.

(3)Miller Canfield has one, ten-year or two, five-year lease renewal options.

(4)Starcom has the right to terminate its lease should it no longer be retained by General Motors by providing 12 months’ notice and payment of all unamortized leasing costs and three months of total rent in accordance with their lease.

(5)Amazon has two, five-year lease renewal options. Amazon has a one-time right to terminate 16,706 square feet on its second floor space only effective September 30, 2021 with nine months’ notice and payment of a termination fee.

(6)Lochbridge has agreed to sublease approximately 40,930 square feet to Amazon with a sublease rent commencement seven months after delivery of the leased space at a rate of $19.75 per square foot with $0.50 per square foot rent steps and an expiration date of February 29, 2024. The 150 West Jefferson Borrower anticipates rent commencement in the third quarter of 2018.

(7)Lochbridge has two, seven-year lease renewal options. Lochbridge has a one-time right to terminate its lease effective February 29, 2023 with 12 months’ notice and a termination fee equal to approximately $2,263,564.

(8)Butzel Long has two, five-year lease renewal options.

 

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

 

116

 

 

150 WEST JEFFERSON

 

The following table presents certain information relating to the lease rollover schedule at the 150 West Jefferson 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 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 2 17,058 3.5% 17,058 3.5% $335,598 3.2% $19.67
2020 4 111,368 22.7% 128,426 26.2% $2,189,447 20.8% $19.66
2021 2 40,443 8.3% 168,869 34.5% $1,004,351 9.6% $24.83
2022(4) 3 70,961 14.5% 239,830 49.0% $1,666,810 15.9% $23.49
2023 2 19,165 3.9% 258,995 52.9% $500,964 4.8% $26.14
2024 3 64,664 13.2% 323,659 66.1% $1,624,798 15.5% $25.13
2025(5) 1 1,256 0.3% 324,915 66.3% $0 0.0% $0.00
2026 2 83,082 17.0% 407,997 83.3% $2,028,955 19.3% $24.42
2027 2 51,036 10.4% 459,033 93.7% $1,158,981 11.0% $22.71
Thereafter 0 0 0.0% 459,033 93.7% $0 0.0% $0.00
Vacant 0 30,753 6.3% 489,786 100.0% $0 0.0% $0.00
Total/Weighted Average 21 489,786 100.0%     $10,509,903 100.0% $22.90

 

(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)2022 includes 2,306 square feet of management office.

(5)2025 includes a fitness center.

 

The following table presents historical occupancy percentages at the 150 West Jefferson Property:

 

Historical Occupancy(1)(2)

 

12/31/2013 

12/31/2014 

12/31/2015 

12/31/2016 

10/1/2017(3) 

69.4% 84.2% 81.9% 88.3% 93.7%

 

(1)Information obtained from the borrower.

(2)During 2013 and 2015, two of the top four tenants, Miller Canfield and Butzel Long downsized its respective spaces resulting in higher vacancy at the 150 West Jefferson Property. Butzel Long contracted from 101,147 square feet to 48,669 square feet effective July 2013 in conjunction with the execution of its 11th lease amendment. The space made available on the 11th floor was later absorbed by Lochbridge (10.0% NRA; 10.7% U/W base rent) under a lease signed in September 2014 (with a commencement date in March 2015) and Plunkett Cooney (2.7% NRA; 3.0% U/W base rent) in its November 2015 lease (with a commencement date in February 2016). Miller Canfield contracted from 109,261 square feet to 69,974 square feet effective July 2015. In June 2015, 20,789 square feet of the related vacant area on the 21st floor were leased to Jones Day (4.2% NRA; 5.1% U/W base rent), with a commencement date in October 2015. In 2015, Amazon expanded by an additional 24,357 square feet. Within the last twelve months, Amazon has expanded and JAMS has moved to the 150 West Jefferson Property.

(3)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.

 

117

 

 

150 WEST JEFFERSON

 

Operating History and Underwritten Net Cash Flow. The following table presents certain information relating to the historical operating history and underwritten net cash flow at the 150 West Jefferson Property:

 

Cash Flow Analysis(1)(2)

 

   2013  2014  2015  TTM 8/31/2017  U/W  % of U/W Effective Gross Income  U/W $ per SF  
Base Rent  $5,404,731  $5,987,498  $6,499,196  $9,423,459(3)  $10,509,903(3)  73.9%  $21.46  
Grossed Up Vacant  0  0  0  0  741,387  5.2  1.51  
Total Reimbursables  2,090,290  1,641,442  936,312  720,220  802,479  5.6  1.64  
Tenant Bill Backs  855,519  829,270  796,137  906,522  906,522  6.4  1.85  
Parking Income  1,296,270  1,390,874  1,552,876  1,850,046  1,850,046  13.0  3.78  
Other Income  92,924  50,143  81,017  208,695  208,695  1.5  0.43  
Less Vacancy & Credit 

0

 

0

 

0

 

0

 

(800,190)(4)

  (5.6) 

(1.63)

 
Effective Gross  $9,739,734  $9,899,227  $9,865,538  $13,108,942  $14,218,842  100.0%  $29.03  
                        
Total Operating Expenses  $5,721,970  $5,883,650  $5,896,388  $6,148,784  $6,068,000  42.7%  $12.39  
                        
Net Operating Income  $4,017,764  $4,015,577  $3,969,150  $6,960,158  $8,150,842  57.3%  $16.64  
TI/LC  0  0  0  0  797,463  5.6  1.63  
Capital Expenditures  0  0  0  0 

97,957 

  0.7 

0.20

 
Net Cash Flow  $4,017,764  $4,015,577  $3,969,150  $6,960,158  $7,255,421  51.0%  $14.81  
                        
NOI DSCR(5)  0.97x  0.97x  0.96x  1.68x  1.96x        
NCF DSCR(5)  0.97x  0.97x  0.96x  1.68x  1.75x        
NOI DY(5)  6.0%  5.9%  5.9%  10.3%  12.1%        
NCF DY(5)  6.0%  5.9%  5.9%  10.3%  10.7%        

 

(1)During 2013 and 2015, two of the top four tenants, Miller Canfield and Butzel Long, downsized their respective spaces resulting in higher vacancy at the 150 West Jefferson Property. Butzel Long contracted from 101,147 square feet to 48,669 square feet effective July 2013 in conjunction with the execution of its 11th lease amendment. The space made available on the 11th floor was later absorbed by Lochbridge (10.0% NRA; 10.7% U/W Base Rent) under a lease signed in September 2014 (with a commencement date in March 2015) and Plunkett Cooney, PC (2.7% NRA; 3.0% U/W Base Rent) in its November 2015 lease (with a commencement date in February 2016). Miller Canfield contracted from 109,261 square feet to 69,974 square feet effective July 2015. In June 2015, 20,789 square feet of the related vacant area on the 21st floor were leased to Jones Day (4.2% NRA; 5.1% U/W Base Rent), with a commencement date in October 2015. In 2015, Amazon expanded by an additional 24,447 square feet, adding approximately $629,000 in U/W Base Rent. Within the last twelve months, Amazon has expanded and JAMS has moved to the 150 West Jefferson Property. Combined, JAMS and Amazon expansion spaces account for 6.8% of the U/W Base Rent and approximately $712,000 of additional U/W Base Rent. Additionally, due to increases in occupancy and better revenue management, the borrower sponsor has been able to increase parking revenue from $1.55 million to $1.85 million from 2015 to the TTM 8/31/2017.

(2)Operating history for 2016 is unavailable due to the borrower sponsor acquiring the property in July 2016.

(3)U/W Base Rent includes contractual rent steps through June 2018 and investment grade tenant leases underwritten to average rent over the remaining terms of its respective lease, totaling $188,756. Additionally, the increase in TTM 8/31/2017 Base Rent to U/W Base Rent is driven primarily by new leases signed in 2017 totaling 31,103 square feet and $803,938 in U/W base rent.

(4)The underwritten economic vacancy is 6.2%. The 150 West Jefferson Property was 93.7% leased as of October 1, 2017.

(5)Debt service coverage ratios and debt yields are based on the 150 West Jefferson Whole Loan.

 

Appraisal. As of the appraisal valuation date of August 22, 2017 the 150 West Jefferson Property had an “as-is” appraised value of $103,000,000.

 

Environmental Matters. According to a Phase I environmental site assessment dated August 24, 2017, there was no evidence of any recognized environmental conditions at the 150 West Jefferson Property.

 

Market Overview and Competition. The 150 West Jefferson Property is located in the Detroit CBD office submarket of the Detroit market. According to the appraisal, as of August 2017, the Detroit CBD office submarket had approximately 7.4 million square feet of Class A office inventory, average asking rents of $24.46 per square foot and a vacancy rate of 6.7%. Additionally, the 2017 estimated population within a one-mile radius of the 150 West Jefferson Property was 7,355, while the 2017 estimated median household income within the same radius was $34,866. Within the city of Detroit, the 2017 estimated population was 658,250; while the 2017 estimated median household income within Detroit was $27,134.

 

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

 

118

 

 

150 WEST JEFFERSON

 

The following table presents certain information relating to comparable office leases for the 150 West Jefferson Property:

 

Comparable Leases(1)

 

Property Name/Location Year Built Occupancy Distance from Subject Tenant Name Lease Date/Term Lease Area (SF) Annual Base Rent PSF Lease Type

One Campus Martius

Detroit, MI

2003 100% 0.5 miles Microsoft

Dec. 2017 /

7.7 Yrs.

43,119 $25.75 MG

One Kennedy Square

Detroit, MI

2006 100% 0.3 miles Ernst & Young

Oct. 2016 /

10 Yrs.

37,277 $16.75 NNN

One Detroit Center

Detroit, MI

1992 96% 0.2 miles Ally

Apr. 2016 /

5 Yrs.

316,997 $22.00 MG

First National Building

Detroit, MI

1921 99% 0.3 miles Honigman Miller

Apr. 2015 /

10.7 Yrs.

150,786 $22.73 MG

 

(1)Information obtained from the appraisal and third party reports.

 

The Borrower. The borrower for the 150 West Jefferson Whole Loan is 150 West Jefferson Owner LLC, a Delaware limited liability company and a special purpose entity with two independent directors. Legal counsel to the borrower delivered a non-consolidation opinion in connection with the origination of the 150 West Jefferson Whole Loan. REDICO Properties LLC is the guarantor of certain nonrecourse carveouts under the 150 West Jefferson Whole Loan. The loan documents require that the guarantor maintain a net worth of at least $22,500,000 and liquid assets of at least $3,000,000.

 

The Borrower Sponsor. The borrower sponsor is REDICO Properties LLC (“REDICO”). REDICO is a national real estate development, design, construction, property management and leasing company founded five decades ago and is headquartered in Southfield, Michigan. REDICO is an owner-operator of large-scale mixed-use and office developments located throughout the United States and has owned and operated a portfolio of more than 16 million square feet, including the ground-up development of the One Kennedy Building in Detroit’s CBD, which it continues to own. REDICO’s current real estate portfolio encompasses approximately 5.6 million square feet across multiple property types, the majority of which is managed by an affiliate, REDICO Management, Inc. The sponsor has been involved with several defaulted loans. See “Description of the Mortgage Pool-Loan Purpose, Default History, Bankruptcy Issues and Other Proceedings” in the preliminary prospectus.

 

Escrows. The 150 West Jefferson Whole Loan documents provide for upfront escrows in the amount of $211,608 for real estate taxes, $25,723 for insurance premiums and $847,672 for outstanding tenant improvements related to Amazon, Anita’s Kitchen and Auto Club. The loan documents also provide for ongoing monthly escrow deposits of $147,803 for real estate taxes, $6,431 for insurance premiums, $8,164 for replacement reserves and $40,816 for TI/LC reserves (subject to a cap of $2,250,000 so long as no Rollover Trigger Event (as defined below) exists).

 

Following the occurrence and during the continuance of a Rollover Trigger Event, the borrower is required to make monthly deposits of $81,632 (approximately $2.00 per square foot annually) for TI/LCs and ongoing TI/LC collections will be uncapped. The borrower is also required to deposit into the TI/LC reserve any lease termination fees related to Miller Canfield or Lochbridge at the 150 West Jefferson Property.

 

A “Rollover Trigger Event” means that either of the tenants known as Miller Canfield or Lochbridge (i) files bankruptcy, (ii) goes into default under its lease, (iii) gives notice to terminate or terminates its lease, (iv) fails to extend the term of its lease for space at the 150 West Jefferson Property prior to the deadline for the exercise of such extension option or (v) otherwise fails to renew its lease on terms reasonably acceptable to the lender at least nine months prior to its lease maturity if no renewal options exist.

 

Such Rollover Trigger Event shall terminate: with regard to clause (i), (1) upon the lender’s receipt of evidence in form and substance reasonably satisfactory to the lender that the related lease has been irrevocably assumed by the related tenant in such proceeding and the related tenant is in occupancy of at least 85% of the space demised under its lease and is paying the full, unabated contract rent without offset or credit as evidenced by one or more estoppel letters acceptable to the lender or (2) the assignment to, and assumption by, an assignee reasonably acceptable to the lender of the related tenant’s lease pursuant to a final court order issued in the applicable bankruptcy action, with such assignee occupying at least 85% of the space demised under such tenant’s lease and paying full, unabated post-petition rent without offset or credit as evidenced by one or more estoppel letters acceptable to the lender; with regard to clause (ii), upon the related tenant curing such default; with regard to clause (iii), the date on which (X) solely with respect to a Rollover Trigger Event relating to Lochbridge, the Lochbridge termination payment is made and such deposit is in the amount of no less than $1,750,000 (and provided no other Rollover Trigger Event then exists), or (Y) the lender receives evidence in form and substance reasonably satisfactory to the lender that, as applicable, the related tenant has rescinded its notice of termination in writing and the lease is then in full force and effect or the Replacement Lease Conditions (as defined below) have been satisfied (and, in each case, provided no other Rollover Trigger Event then exists); with regard to clauses (iv) and (v), the lender receives evidence in form and substance reasonably satisfactory to the lender that the Replacement Lease Conditions have been satisfied or an approved lease extension has been entered into (and, in each case, provided no other Rollover Trigger Event then exists). In addition, such Rollover Trigger Event shall terminate with regard to clauses (i) through (v) on the date the lender receives satisfactory evidence the 150 West Jefferson Property is at least 85% occupied and the debt service coverage ratio for the then trailing 12-month period is equal to 1.40x or greater.

 

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

 

119

 

 

150 WEST JEFFERSON

 

“Replacement Lease Conditions” means that the lender has received satisfactory evidence in the lender’s reasonable discretion that a replacement tenant reasonably satisfactory to the lender has executed a replacement lease on terms and conditions satisfactory to the lender for at least 85% of the entire space at the 150 West Jefferson Property occupied by the related tenant that triggered the Rollover Trigger Event (or such other space at the 150 West Jefferson Property, provided such space is the equivalent size of at least 85% of the space at the 150 West Jefferson Property occupied by such tenant), and that such replacement tenant is in occupancy and paying full unabated rent under such replacement lease.

 

Lockbox and Cash Management. The 150 West Jefferson Whole Loan is structured with a hard lockbox and springing cash management. The borrower was required at origination to deliver letters to all tenants at the 150 West Jefferson Property directing them to pay all rents directly into a lender-controlled lockbox account. All funds received by the borrower or manager are required to be deposited in the lockbox account within two business days following receipt. During the continuance of a Sweep Event, all funds in the lockbox account are required to be swept each business day into the cash management account controlled by the lender and disbursed on each payment date in accordance with the loan documents, with all excess cash flow to be deposited to an excess cash reserve to be held as additional security for the 150 West Jefferson Whole Loan.

 

A “Sweep Event” will commence upon the earlier of the following:

 

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

(ii)the amortizing debt service coverage ratio based on the trailing 12-month period being less than 1.15x;

(iii)the occurrence and continuance of a Major Tenant Trigger Period (as defined below); and

(iv)the anticipated repayment date.

 

A Sweep Event will end:

 

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

with regard to clause (ii), upon the debt service coverage ratio based on the trailing 12-month period being at least 1.25x for two consecutive calendar quarters;

with regard to clause (iii), the related Major Tenant Trigger Period is cured, as further described below; and

with regard to clause (iv), for the avoidance of doubt, there will be no cure.

 

A “Major Tenant Trigger Period” means the date on which Starcom or a replacement tenant (a “Major Tenant”), (i) becomes insolvent or a debtor in any bankruptcy action, (ii) defaults under its lease beyond any applicable grace, notice or cure periods, (iii) (a) terminates its respective lease or (b) the earlier of (1) in the event that the Major Tenant gives notice to terminate its respective lease and such notice of termination specifies a termination date that is more than 12 months after the date of such notice, the date that is 12 months prior to the termination date specified in such notice and (2) in the event that the Major Tenant gives notice to terminate its respective lease and such notice of termination does not specify a termination date that is more than 12 months after the date of such notice, the date that such notice is received, (iv) if prior to any respective deadline for extending the term of the Major Tenant’s lease, the Major Tenant fails to extend the term of its respective lease pursuant to the terms thereof or otherwise renew the Major Tenant’s lease on terms reasonably satisfactory to the lender, or (v) if no extension option is then remaining in the Major Tenant’s lease, that is nine months prior to the end of the term of such lease, unless, prior to such date, the term of the Major Tenant’s lease is extended or renewed or a satisfactory replacement lease is entered into with the Major Tenant, in each case, on terms reasonably satisfactory to the lender.

 

Such Major Tenant Trigger Period will terminate: with regard to clause (i), (1) upon the lender’s receipt of evidence in form and substance reasonably satisfactory to the lender that the related lease has been irrevocably assumed by the related tenant in such proceeding and the related tenant is in occupancy of at least 85% of the space demised under its lease and is paying the full, unabated contract rent without offset or credit as evidenced by one or more estoppel letters acceptable to the lender or (2) the assignment to, and assumption by, an assignee reasonably acceptable to the lender of related tenant’s lease pursuant to a final court order issued in the applicable bankruptcy action, with such assignee occupying at least 85% of the space demised under such tenant’s lease and paying full, unabated post-petition rent without offset or credit as evidenced by one or more estoppel letters acceptable to the lender; with regard to clause (ii), upon the related tenant curing such default; with regard to clause (iii), the date on which the lender receives evidence in form and substance reasonably satisfactory to the lender that, as applicable, the related tenant has rescinded its notice of termination in writing and the lease is then in full force and effect or the Replacement Lease Conditions have been satisfied (and, in each case, provided no other Major Tenant Trigger Period then exists); with regard to clauses (iv) and (v), the lender receives evidence in form and substance satisfactory to the lender that the related tenant has extended the term of its respective lease pursuant to the terms thereof or otherwise on terms reasonably satisfactory to the lender or the Replacement Lease Conditions have been satisfied (and, in each case, provided no other Major Tenant Trigger Period then exists). In addition, such Major Tenant Trigger Period will terminate with regard to clauses (i) through (v) on the date the lender receives satisfactory evidence the debt service coverage ratio at the 150 West Jefferson Property for the then trailing 12-month period is equal to 1.35x or greater.

 

Property Management. The 150 West Jefferson Property is managed by REDICO Management, Inc. REDICO Management, Inc. is an affiliate of the borrower.

 

Assumption. Commencing on November 8, 2018, the borrower has the right to transfer the 150 West Jefferson Property, provided that certain conditions are satisfied, including: (i) no event of default has occurred and is continuing, (ii) the borrower has provided the lender with prior written notice, (iii) the proposed transferee qualifies as a qualified transferee under the loan documents and (iv) the lender has received confirmation from KBRA, Fitch and Moody’s that such assumption will not result in a downgrade of the respective ratings assigned to the Series 2017-C42 certificates and similar confirmations from each rating agency rating any securities backed by any of the 150 West Jefferson companion loans.

 

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

 

120

 

 

150 WEST JEFFERSON

 

Future Expansion. During the term of the 150 West Jefferson Whole Loan, the 150 West Jefferson borrower will be permitted to expand the 150 West Jefferson Parking Garage by adding additional stories and/or building additional improvements on top of the 150 West Jefferson Parking Garage structure, provided that the construction complies with the requirements contained in the 150 West Jefferson Whole Loan documents.  In connection with such construction, the 150 West Jefferson borrower is required to convert the 150 West Jefferson Property to condominium ownership with the 150 West Jefferson borrower’s condominium unit being comprised of the current 150 West Jefferson Property and the 150 West Jefferson Parking Garage structure and a second condominium unit being comprised of the air rights over the current 150 West Jefferson Parking Garage structure in which an affiliate of the 150 West Jefferson borrower (or such other entity approved by the holder of the 150 West Jefferson Whole Loan) would construct the expansion, subject in either case to the compliance with the requirements contained in the 150 West Jefferson Whole Loan documents.  The construction of an office property under either structure would require the prior consent of the holder of the 150 West Jefferson Whole Loan. Before converting the 150 West Jefferson Property to a condominium structure, the 150 West Jefferson Whole Loan documents require, among other conditions, (i) a REMIC opinion, (ii) satisfaction of an LTV Ratio not greater than 125%, (iii) a rating agency confirmation and (iv) lender approval of the condominium documents.

 

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 150 West Jefferson Property. The loan documents also require business interruption insurance for a period of at least 18 months that covers loss or damage by terrorist acts; provided that such coverage is available.

 

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

 

121

 

 

HILTON DALLAS ROCKWALL

 (GRAPHIC)

 

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

 

122

 

 

HILTON DALLAS ROCKWALL

 (MAP)

 

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

 

123

 

 

No. 9 – Hilton Dallas Rockwall
 
Loan Information   Property Information
Mortgage Loan Seller: Starwood Mortgage Funding II LLC   Single Asset/Portfolio: Single Asset
Credit Assessment
(Fitch/Moody’s/KBRA):
NR/NR/NR   Property Type: Hospitality
Original Principal Balance: $30,450,000   Specific Property Type: Full Service
Cut-off Date Balance: $30,450,000   Location: Rockwall, TX
% of Initial Pool Balance: 4.1%   Size: 231 Rooms
Loan Purpose: Acquisition   Cut-off Date Balance Per Room: $131,818
Borrower Name: 2055 Summer Lee Rockwall Owner, LLC   Year Built/Renovated: 2008/2017
Borrower Sponsors: Driftwood Acquisition & Development   Title Vesting: Fee
  L.P.; Carlos J. Rodriguez; David   Property Manager: Self-managed
  Buddemeyer   4th Most Recent Occupancy (As of): 67.5% (12/31/2013)
Mortgage Rate: 4.671%   3rd Most Recent Occupancy (As of): 67.8% (12/31/2014)
Note Date: November 14, 2017   2nd Most Recent Occupancy (As of): 69.8% (12/31/2015)
Anticipated Repayment Date: NAP   Most Recent Occupancy (As of)(2): 68.5% (12/31/2016)
Maturity Date: December 6, 2027   Current Occupancy (As of)(2): 65.4% (7/31/2017)
IO Period: None      
Loan Term (Original): 120 months   Underwriting and Financial Information:
Seasoning: 0 months    
Amortization Term (Original): 360 months   4th Most Recent NOI (As of): $3,172,626 (12/31/2014)
Loan Amortization Type: Amortizing Balloon   3rd Most Recent NOI (As of): $3,791,606 (12/31/2015)
Interest Accrual Method: Actual/360   2nd Most Recent NOI (As of): $4,297,286 (12/31/2016)
Call Protection: L(24),GRTR 1% or YM or D(91),O(5)   Most Recent NOI (As of): $4,229,319 (TTM 7/31/2017)
Lockbox Type: Soft/Springing Cash Management   U/W Revenues: $14,303,981
Additional Debt(1): Yes   U/W Expenses: $9,806,766
Additional Debt Type(1): Future Mezzanine   U/W NOI: $4,497,215
      U/W NCF: $3,925,055
          U/W NOI DSCR: 2.38x
Escrows and Reserves:         U/W NCF DSCR: 2.08x
          U/W NOI Debt Yield: 14.8%
Type: Initial Monthly Cap (If Any)   U/W NCF Debt Yield: 12.9%
Taxes $0 $52,971 NAP   As-Is Appraised Value(3): $52,000,000
Insurance $77,197 $7,018 NAP   As-Is Appraisal Valuation Date(3): September 1, 2017
FF&E Reserve $0 $47,680 NAP   Cut-off Date LTV Ratio(3): 58.6%
PIP Reserve $2,000,000 $0 NAP   LTV Ratio at Maturity or ARD(3): 47.6%
             
               
(1)See “Subordinate and Mezzanine Indebtedness” section.

(2)The Hilton Dallas Rockwall Property (as defined below) underwent a $2.23 million renovation completed between January and September 2017. The work included a full renovation of the lobby, lobby café, restaurant and bar. As a result, the Hilton Dallas Rockwall Property’s occupancy was negatively affected.

(3)See “Appraisal” section.

 

The Mortgage Loan. The mortgage loan (the “Hilton Dallas Rockwall Mortgage Loan”) is evidenced by a single promissory note secured by a first mortgage encumbering the fee simple interest in a full service hotel located in Rockwall, Texas (the “Hilton Dallas Rockwall Property”). The Hilton Dallas Rockwall Mortgage Loan was originated on November 14, 2017 by Starwood Mortgage Capital LLC. The Hilton Dallas Rockwall Mortgage Loan had an original principal balance of $30,450,000, has an outstanding principal balance as of the Cut-off Date of $30,450,000 and accrues interest at an interest rate of 4.671% per annum. The Hilton Dallas Rockwall Mortgage Loan had an initial term of 120 months, has a remaining term of 120 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 Hilton Dallas Rockwall Mortgage Loan. The Hilton Dallas Rockwall Mortgage Loan matures on December 6, 2027.

 

Following the lockout period, on any date before August 6, 2027, the borrower has the right to defease the Hilton Dallas Rockwall Mortgage 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 or (ii) November 14, 2020. Additionally, the borrower may prepay the Hilton Dallas Rockwall Mortgage Loan in whole, but not in part, on any date on or after January 6, 2020 provided that the borrower pays the greater of a yield maintenance premium or a prepayment premium equal to 1.0% of the principal amount being prepaid. The Hilton Dallas Rockwall Mortgage Loan is prepayable without penalty on or after August 6, 2027.

 

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

 

124

 

 

HILTON DALLAS ROCKWALL

Sources and Uses

 

Sources         Uses      
Original loan amount $30,450,000   69.3%   Purchase price $41,500,000   94.4%
Borrower sponsor equity contribution 13,509,280   30.7      PIP reserve 2,000,000     4.5   
          Closing costs 382,083       0.9   
          Reserves 77,197     0.2   
Total Sources $43,959,280   100.0%   Total Uses $43,959,280   100.0%

 

The Property. The Hilton Dallas Rockwall Property consists of a five-story, full-service hotel comprised of 231 guestrooms located in Rockwall, Texas, approximately 22 miles east of the Dallas central business district (“CBD”) on the eastern shore of Lake Ray Hubbard. The Hilton Dallas Rockwall Property is situated on a 8.9-acre parcel, and amenities include 31,532 square feet of meeting and function space, indoor restaurant, outdoor pool and spa, poolside bar, walking track, business center, fitness center, bar, pergola and cafe. Additionally, the Hilton Dallas Rockwall Property is located adjacent to “The Harbor”, a 31-acre Mediterranean-style boardwalk development that features lakeside access with waterfront dining, shopping and other entertainment, including a movie theater and lakeside amphitheater. The Harbor is not part of the collateral for the Hilton Dallas Rockwall Mortgage Loan. The Hilton Dallas Rockwall Property contains 104 king guestrooms 111 queen/queen guestrooms and 16 king suites. All guestrooms feature a 40” flat screen high definition television, desk and high-speed internet access. The Hilton Dallas Rockwall Property contains 293 parking spaces, accounting for a parking ratio of 1.3 spaces per room.

 

The Hilton Dallas Rockwall Property was built in 2008. Since 2013, the Hilton Dallas Rockwall Property has benefited from approximately $3.9 million ($16,899 per room) in renovations, most notably between 2016 and 2017 when approximately $2.7 million ($11,778 per room) was used to upgrade the lobby, guestrooms, restaurant, café and bar. Additionally, in connection with the acquisition of the Hilton Dallas Rockwall Property, the property will undergo a change of ownership PIP totaling approximately $2.0 million ($8,658, per room). Upon completion of the $2.0 million change of ownership PIP, the Hilton Dallas Rockwall Property will have received approximately $5.9 million ($25,557 per room) in capital improvements since 2013.

 

According to the appraisal, the demand segmentation for the Hilton Dallas Rockwall Property is 36% commercial, 32% leisure, and 32% meeting and group. In connection with the acquisition of the Hilton Dallas Rockwall Property, the hotel franchise agreement was extended 15 years and expires on November 30, 2032.

 

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 Hilton Dallas Rockwall Property:

 

Cash Flow Analysis

 

   2014  2015  2016 

TTM

7/31/2017(1)

  U/W(1)  % of U/W
Total
Revenue
  U/W $
per
Room
 
Occupancy  67.8%  69.8%  68.5%  65.4%  68.5%        
ADR  $138.97  $146.99  $156.10  $157.13  $156.10        
RevPAR  $94.29  $102.62  $106.87  $102.73  $106.87        
                        
Room Revenue  $7,949,786  $8,652,585  $9,035,116  $8,661,968   $9,010,429  63.0%  $39,006  
F&B Revenue  4,228,278  4,566,184  4,878,539  4,951,059   4,951,059  34.6     21,433  
Other Revenue  359,505  335,411  342,492  254,510  342,492  2.4     1,483  
Total Revenue 

$12,537,569 

 

$13,554,180 

 

$14,256,147

 

$13,867,537

 

$14,303,981

  100.0% 

$61,922

 
                        
Total Department Expenses  4,231,595  4,483,928  4,543,822  4,380,815  4,437,617  31.0     19,210  
Gross Operating Profit  $8,305,975  $9,070,252  $9,712,325  $9,486,723  $9,866,364  69.0%  $42,712  
                        
Total Undistributed Expenses  3,383,085  3,400,657  3,395,941  3,308,912  3,396,452   23.7     14,703  
Profit Before Fixed Charges  $4,922,889  $5,669,595  $6,316,383  $6,177,811  $6,469,912  45.2%  $28,008  
                        
Total Fixed Charges  1,750,263  1,877,988  2,019,097  1,948,492  1,972,697   13.8     8,540  
                        
Net Operating Income  $3,172,626  $3,791,606  $4,297,286  $4,229,319  $4,497,215  31.4%  $19,468  
FF&E  501,503  542,167  570,246  554,701  572,159   4.0     2,477  
Net Cash Flow  $2,671,123  $3,249,439  $3,727,040  $3,674,617  $3,925,055  27.4%  $16,992  
                        
NOI DSCR  1.68x  2.01x  2.28x  2.24x  2.38x        
NCF DSCR  1.41x  1.72x  1.97x  1.95x  2.08x        
NOI DY  10.4%  12.5%  14.1%  13.9%  14.8%        
NCF DY  8.8%  10.7%  12.2%  12.1%  12.9%        
                        

 

(1)The Hilton Dallas Rockwall Property underwent a $2.23 million renovation completed between January and September 2017. The work included a full renovation of the lobby, lobby café, restaurant and bar. As such, U/W Occupancy, ADR and RevPAR is based on 2016, which is consistent with the operations prior to the renovation.

 

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

 

125

 

 

HILTON DALLAS ROCKWALL

Appraisal. The appraiser concluded to an “as-is” appraised value based on a hypothetical condition of $52,000,000 with an appraisal valuation date of September 1, 2017. The “as-is” appraised value based on a hypothetical condition assumes a PIP costing approximately $2,000,000 was completed as of September 1, 2017. At origination of the Hilton Dallas Rockwall Mortgage Loan, the borrower deposited $2,000,000 for the required PIP. The “as-is” appraised value is $49,000,000 with a valuation date of September 1, 2017. The Cut-off Date LTV Ratio and LTV Ratio at Maturity based on the “as-is” appraised value are 62.1% and 50.5%, respectively.

 

Environmental Matters. According to a Phase I environmental assessment dated September 19, 2017, there was no evidence of any recognized environmental conditions at the Hilton Dallas Rockwall Property.

 

Market Overview and Competition. The Hilton Dallas Rockwall Property is located approximately 22 miles east of the Dallas CBD on the eastern shore of Lake Ray Hubbard along Interstate 30. The Hilton Dallas Rockwall Property is positioned adjacent to “The Harbor”, Dallas’ premier mixed-use waterfront destination. The Hilton Dallas Rockwall Property’s proximity to Dallas makes it a popular choice for weekend getaways, weddings and corporate events. Furthermore, the Hilton Dallas Rockwall Property is the region’s only full-service lakefront hotel and it is the only full-service hotel within a fifteen mile radius. The Hilton Dallas Rockwall Property has approximately 31,532 square feet of banquet space, inclusive of an 11,870 square foot ballroom, a 3,479 square foot climate controlled pergola and a 1,155 square foot lake-view wedding ballroom. Since 2010, the Dallas-Fort Worth-Arlington MSA has experienced population and economic growth. Specifically, within a five mile radius of the Hilton Dallas Rockwall Property, population has grown by over 13% during this time and over 68% since 2000.

 

The following table presents certain information relating to the Hilton Dallas Rockwall Property’s competitive set:

 

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

 

 

Competitive Set

Hilton Dallas Rockwall(3)

Penetration Factor

Year

Occupancy

ADR

RevPAR

Occupancy 

ADR

RevPAR

Occupancy

ADR

RevPAR

7/31/2017 TTM(2) 76.1% $100.70 $76.65 65.4% $157.13 $102.73 85.9% 156.1% 134.0%
12/31/2016 79.4% $99.41 $78.98 68.5% $156.10 $106.87 86.1% 157.1% 135.3%
12/31/2015 74.6% $93.34 $69.64 69.8% $146.99 $102.62 93.4% 157.8% 147.4%

 

(1)Information obtained from a third party hospitality research report. The competitive set includes the following hotels: Courtyard Dallas Mesquite, Best Western Plus Rockwall Inn & Suites, Hampton Inn Suites Dallas Mesquite, La Quinta Inn & Suites Rockwall and Holiday Inn Express & Suits Mesquite.

(2)The Hilton Dallas Rockwall Property underwent a $2.23 million renovation completed between January and September 2017. The work included a full renovation of the lobby, lobby café, restaurant and bar. As a result, the Hilton Dallas Rockwall Property’s occupancy was negatively affected.

(3)As provided by the borrower.

 

The Borrower. The borrower is 2055 Summer Lee Rockwall Owner, LLC, a Delaware limited liability company and single purpose entity with one independent director. Legal counsel to the borrower delivered a non-consolidation opinion in connection with the origination of the Hilton Dallas Rockwall Mortgage Loan. Driftwood Acquisition & Development, L.P., Carlos J. Rodriguez, Sr. and David Buddemeyer serve as the guarantors of certain non-recourse carveouts under the Hilton Dallas Rockwall Mortgage Loan. The loan documents require that the guarantors maintain an aggregate net worth of at least $15,000,000 and liquid assets of at least $1,900,000.

 

The Borrower Sponsor. The borrower sponsors are Carlos J. Rodriguez, David Buddemeyer (both principals of Driftwood Hospitality Management II, LLC (“Driftwood”)) and Driftwood Acquisition & Development, L.P, an entity related to Driftwood. Presently, Driftwood operates 42 hotels with more than 8,000 rooms throughout the United States and Costa Rica, of which it owns 25 hotels totaling 5,300 rooms. Driftwood’s portfolio includes a number of brands that range from full-service hotels and resorts to mid-size select-service, extended stay and independent boutiques. Driftwood’s hotels include Marriott, Starwood, Hilton, Hyatt, IHG and Wyndham flagged properties. Driftwood has an ongoing relationship with Hilton, with 12 hotels totaling more than approximately 2,700 rooms that have been flagged with Hilton brands. Carlos J. Rodriguez was an investor in a property which was transferred to special servicing in 2009 due to a payment default. See “Description of the Mortgage Pool-Loan Purpose, Default History, Bankruptcy Issues and Other Proceedings” in the preliminary prospectus.

 

Escrows. The Hilton Dallas Rockwall Mortgage Loan documents provide for upfront escrows in the amount of $77,197 for insurance premiums and $2,000,000 for a change of ownership PIP. The Hilton Dallas Rockwall loan documents provide for ongoing monthly escrows of $52,971 for real estate taxes, $7,018 for insurance premiums and $47,680 for FF&E, an amount equal to 1/12 of 4% of the underwritten revenue.

 

Lockbox and Cash Management. The Hilton Dallas Rockwall Mortgage Loan requires that the borrower establish a lockbox account at closing and the borrower or property manager must cause all rents to be deposited directly into such lockbox account. Prior to the occurrence of a Trigger Event (as defined below), all amounts on deposit in the lockbox account are required to be transferred to an account designated by the borrower. Upon the occurrence of a Trigger Event and for the remainder of the term of the Hilton Dallas Rockwall Mortgage Loan, (a) credit card companies will be directed to pay all receipts directly into the lockbox account, (b) all funds in the lockbox account will be transferred to an account designated by the lender (the “Cash Management Account”), (c) monthly payments required under the loan documents (including, but not limited to, debt service and reserve payments) will be made from the Cash Management Account and (i) so long as a Trigger Event has occurred and is continuing, 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 for the Hilton Dallas Rockwall Mortgage Loan or (ii) if no Trigger Event has occurred and is continuing, all excess cash flow will be disbursed to the borrower.

 

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

 

126

 

 

HILTON DALLAS ROCKWALL

A “Trigger Event” will commence upon the earlier of the following:

 

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

(ii)the debt service coverage ratio being less than 1.15x at the end of any calendar quarter;

(iii)the expiration of the franchise agreement;

(iv)a default has occurred and is continuing beyond any applicable cure period under the franchise agreement and such default permits the franchisor to terminate the franchise agreement;

(v)the borrower or franchisor delivers a notice to terminate the franchise agreement; or

(vi)the borrower or franchisor terminates the franchise agreement.

 

A Trigger Event will end:

 

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

with regard to clause (ii), upon the debt service coverage ratio being at least 1.20x for two consecutive calendar quarters.

with regard to clauses (iii), (iv), (v) and (vi), upon the borrower (x) enters into a qualified franchise agreement, (y) the term of the franchise agreement has commenced and (z) the borrower delivers to the lender a comfort lender from the franchisor;

with regard to clause (iv), upon the cure of such default; and

with regard to clause (v), upon the borrower or franchisor withdrawing its notice to terminate the franchise agreement.

 

Property Management. The Hilton Dallas Rockwall Property is managed by an affiliate of the borrower, Driftwood Hospitality Management II, LLC.

 

Assumption. From and after November 14, 2018, the borrower has the right to transfer the Hilton Dallas Rockwall Property provided that certain conditions are satisfied, including (i) no event of default under the Hilton Dallas Rockwall Mortgage Loan documents 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 requested by lender, the lender has received confirmation from KBRA, Fitch and Moody’s that the sale and assumption will not result in a downgrade, withdrawal or qualification of the respective ratings assigned to the Series 2017-C42 certificates.

 

Partial Release. Not permitted.

 

Real Estate Substitution. Not permitted.

 

Subordinate and Mezzanine Indebtedness. From and after November 14, 2022, mezzanine debt from an acceptable mezzanine lender is permitted under the following conditions, among others: (a) minimum combined debt service coverage ratio of 1.40x, (b) aggregate maximum loan-to-value ratio of 75.0%, (c) the Hilton Dallas Rockwall Property will have satisfied a debt yield of 13.75% for at least two consecutive non-overlapping trailing 12 calendar month periods, (d) minimum combined debt yield of 10.0%, (e) delivery of a satisfactory intercreditor agreement and (f) rating agency confirmation.

 

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 Hilton Dallas Rockwall Property. The loan documents also require business interruption insurance covering no less than the 18-month period following the occurrence of a casualty event. If TRIPRA is not in effect, the borrower is not required to pay premiums in excess of two times the premium for a separate “special form” or “all risk” insurance policy.

 

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

 

127

 

 

 

LENNAR CORPORATE CENTER

(GRAPHIC) 

 

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

 

128

 

 

LENNAR CORPORATE CENTER

(GRAPHIC) 

 

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

 

129

 

 

LENNAR CORPORATE CENTER

(GRAPHIC) 

 

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

 

130

 

  

LENNAR CORPORATE CENTER

(MAP) 

 

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

 

131

 

 

No. 10 – Lennar Corporate Center
 
Loan Information   Property Information
Mortgage Loan Seller: Starwood Mortgage Funding II LLC   Single Asset/Portfolio: Single Asset
Credit Assessment (Fitch/KBRA/Moody’s): NR/NR/NR   Property Type: Office
Original Principal Balance: $28,600,000   Specific Property Type: CBD
Cut-off Date Balance: $28,600,000   Location: Miami, FL
% of Initial Pool Balance: 3.8%   Size: 289,986 SF
Loan Purpose: Acquisition   Cut-off Date Balance Per SF: $98.63
Borrower: Four 700 LLC   Year Built/Renovated: 1987/NAP
Borrower Sponsors: Yoav Merary; Guy Sharon   Title Vesting: Fee
Mortgage Rate: 4.350%   Property Manager: Continental Real Estate
Note Date: October 5, 2017     Companies Commercial
Anticipated Repayment Date: NAP     Properties Corp.
Maturity Date: October 6, 2027   4th Most Recent Occupancy (As of)(2): 96.3% (7/31/2014)
IO Period: 60 months   3rd Most Recent Occupancy (As of): 96.9% (12/31/2014)
Loan Term (Original): 120 months   2nd Most Recent Occupancy (As of): 98.8% (12/31/2015)
Seasoning: 2 months   Most Recent Occupancy (As of): 94.6% (12/31/2016)
Amortization Term (Original): 360 months   Current Occupancy (As of): 94.9% (9/18/2017)
Loan Amortization Type: Interest-only, Amortizing Balloon    
Interest Accrual Method: Actual/360   Underwriting and Financial Information:
Call Protection: L(26),D(89),O(5)      
Lockbox Type: Hard/Springing Cash Management   4th Most Recent NOI (As of)(3): $3,272,977 (12/31/2014)
Additional Debt: None   3rd Most Recent NOI (As of)(3): $3,903,236 (12/31/2015)
Additional Debt Type: NAP   2nd Most Recent NOI (As of): $4,178,695 (12/31/2016)
      Most Recent NOI (As of)(4): $4,006,701 (TTM 7/31/2017)
         
      U/W Revenues: $7,827,296
      U/W Expenses: $3,391,225
          U/W NOI(4): $4,436,071
          U/W NCF: $3,796,257
Escrows and Reserves(1):         U/W NOI DSCR: 2.60x
          U/W NCF DSCR: 2.22x
Type: Initial Monthly Cap (If Any)   U/W NOI Debt Yield: 15.5%
Taxes $719,692 $59,974 NAP   U/W NCF Debt Yield: 13.3%
Insurance $34,021 $17,010 NAP   As-Is Appraised Value: $41,000,000
Replacement Reserves $0 $5,214 NAP   As-Is Appraisal Valuation Date: August 29, 2017
TI/LC Reserve $0 $72,497 $3,000,000   Cut-off Date LTV Ratio: 69.8%
Other Reserve $745,647 $0 NAP   LTV Ratio at Maturity or ARD: 63.7%
             
             
(1)See “Escrows” below.

(2)Historical occupancy prior to 7/31/2014 is unavailable as the borrower sponsors acquired the Lennar Corporate Center Property (as defined below) in connection with the origination of the Lennar Corporate Center Mortgage Loan (as defined below)and the prior owner did not provide the information.

(3)The increase in NOI from 2014 to 2015 is driven primarily by Lennar taking three additional suites totaling 38,615 square feet and approximately $990,000 of base rent, each with free rent periods of between four and six months.

(4)The increase in NOI from Most Recent to U/W is driven primarily by the signing of new leases in 2017 totaling approximately 16,975 square feet and $454,464 of U/W base rent.

 

The Mortgage Loan. The mortgage loan (the “Lennar Corporate Center Mortgage Loan”) is evidenced by a single promissory note secured by the fee  simple interest in a four-building, four-story, Class-B CBD office complex located in Miami, Florida (the “Lennar Corporate Center Property”). The Lennar Corporate Center Mortgage Loan was originated on October 5, 2017 by Starwood Mortgage Capital LLC. The Lennar Corporate Center Mortgage Loan had an original principal balance of $28,600,000, has an outstanding principal balance as of the Cut-off Date of $28,600,000 and accrues interest at an interest rate of 4.350% per annum. The Lennar Corporate Center 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 interest-only until October 6, 2022, after which payments of interest and principal based on a 30-year amortization schedule are required through its term. The Lennar Corporate Center Mortgage Loan matures on October 6, 2027.

 

Following the lockout period, on any date before June 6, 2027, the borrower has the right to defease the Lennar Corporate Center Mortgage 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 or (ii) October 5, 2020. The Lennar Corporate Center Mortgage Loan is prepayable without penalty on or after June 6, 2027.

 

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

 

132

 

 

LENNAR CORPORATE CENTER

 

Sources and Uses

 

Sources       Uses    
Original loan amount $28,600,000   67.6%   Purchase price $40,000,000   94.5%
Sponsor’s new cash contribution 13,729,752 32.4    Reserves 1,499,359 3.5
        Closing costs 830,392 2.0
             
Total Sources $42,329,752 100.0%   Total Uses $42,329,752 100.0%

 

The Property. The Lennar Corporate Center Property was built in 1987, consists of 289,986 square feet and is situated on a 16.4-acre site. The Lennar Corporate Center Property was originally developed to serve as Lennar’s corporate headquarters, which it still does today. Tenants at the Lennar Corporate Center Property include Lennar Corporation and its affiliates, Rialto Capital Management, Eagle Home Mortgage and Lennar Corporate Title (individually and together, “Lennar”), as well as Farelogix, Inc., Alliance for Aging, Inc. and others. The Lennar Corporate Center Property contains 1,065 surface parking spaces, resulting in a parking ratio of 3.7 spaces per 1,000 square feet of rentable area.

 

The largest tenant at the Lennar Corporate Center Property is Lennar (NYSE: LEN; Moody’s: Ba1, S&P: BB, Fitch: BB+). Combined, Lennar occupies 183,422 square feet, 63.3% of the NRA, 192,554 square feet inclusive of space sublet from the YMCA. The Lennar Corporate Center Property has served as its headquarters since it was originally developed. Over the last 10 years, Lennar has occupied as little as approximately 93,000 square feet and as much as approximately 183,000 square feet, which is its current utilization. In 2012, Lennar renewed its lease for 10 years and in conjunction with the renewal invested approximately $6.1MM ($33 per square foot) into its space. Combined with a landlord tenant improvement contribution of approximately $2.6MM ($15 per square foot), approximately $8.7MM or $48 per square foot was put into the Lennar space. Lennar was founded in 1954 and is based in Miami, FL. Lennar, along with its subsidiaries, engages in homebuilding activities in the U.S. Its activities include the construction and sale of single-family homes as well as the purchase, development and sale of residential land. The company offers real estate related financial services, including mortgage financing, title insurance and closing services for home buyers and others as well as personal lines, and property and casualty insurance products. In addition, it is involved in raising, investing and managing third-party capital and originating and selling commercial mortgage loans for CMBS execution as well as investing in real estate related mortgage loans, properties and related securities. Additionally, it sponsors, invests and manages private equity vehicles and provides asset management and other services to the vehicles and other third parties. Lennar also develops multifamily rental properties.

 

Farelogix, Inc. provides “software-as-a-service” airline commerce gateway that enables airlines to create, control, optimize and deliver personalized and differentiated airline offers to any and all sales channels, such as airline web sites, check-in kiosks, mobile applications, travel agencies, meta-search and consumer online travel sites.

 

Alliance for Aging, Inc., incorporated in 1988, is a private, not-for-profit organization and is part of a nationwide network of more than 650 area agencies on aging. Alliance for Aging, Inc. provides comprehensive information and access to quality services for older adults and their families in the Miami-Dade and Monroe counties. The agency funds and provides oversight of home and community-based services that help keep people at home and out of nursing homes.

 

As of September 18, 2017, the Lennar Corporate Center Property was 94.9% occupied by 19 tenants.

 

The following table presents certain information relating to the tenancy at the Lennar Corporate Center Property:

 

Major Tenant

 

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 Tenant          
Lennar BB+/Ba1/BB+ 183,422 63.3% $28.70 $5,263,740   69.6% Various(3)
Farelogix, Inc. NR/NR/NR 21,413 7.4% $25.16 $538,656    7.1% 8/31/2019(4)
Alliance for Aging, Inc. NR/NR/NR 12,413 4.3% $29.61 $367,559    4.9% 8/31/2024(5)
Total Major Tenants 217,248 74.9% $28.40 $6,169,955   81.6%  
             
Non-Major Tenants 58,025 20.0% $23.91 $1,387,496  18.4%  
             
Occupied Collateral Total 275,273 94.9% $27.45 $7,557,451 100.0%  
             
Vacant Space   14,713 5.1%        
               
Collateral Total 289,986 100.0%        
               
                 
(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 April 2018, totaling $163,537.

(3)Lennar occupies 143,747 square feet expiring March 31, 2022, 18,568 square feet expiring September 14, 2020, 11,310 square feet expiring March 31, 2019 and 9,797 square feet expiring October 10, 2019. With regard to the 11,310 square feet expiring March 31, 2019 and the 9,797 square feet expiring October 10, 2019, Lennar has the option to extend the leased space (totaling 21,107 square feet) to March 31, 2022.

(4)Fairlogix, Inc. has one, five-year lease renewal option.

(5)Alliance for Aging, Inc. has one, five-year lease 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.

 

133

 

 

LENNAR CORPORATE CENTER

 

The following table presents certain information relating to the lease rollover schedule at the Lennar Corporate Center 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)(4)
MTM(4) 3 4,346 1.5% 4,346 1.5% $40,680 0.5% $25.13
2017 0 0 0.0% 4,346 1.5% $0 0.0% $0.00
2018 1 1,260 0.4% 5,606 1.9% $30,744 0.4% $24.40
2019 5 49,970 17.2% 55,576 19.2% $1,286,352 17.0% $25.74
2020 4 37,263 12.8% 92,839 32.0% $937,848 12.4% $25.17
2021 2 9,039 3.1% 101,878 35.1% $240,876 3.2% $26.65
2022 5 151,911 52.4% 253,789 87.5% $4,415,964 58.4% $29.07
2023 2 9,071 3.1% 262,860 90.6% $237,428 3.1% $26.17
2024 1 12,413 4.3% 275,273 94.9% $367,559 4.9% $29.61
2025 0 0 0.0% 275,273 94.9% $0 0.0% $0.00
2026 0 0 0.0% 275,273 94.9% $0 0.0% $0.00
2027 0 0 0.0% 275,273 94.9% $0 0.0% $0.00
Thereafter 0 0 0.0% 275,273 94.9% $0 0.0% $0.00
Vacant 0 14,713 5.1% 289,986 100.0% $0 0.0% $0.00
Total/Weighted Average 23 289,986 100.0%     $7,557,451 100.0% $27.45

 

(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 U/W Base Rent PSF excludes vacant space.

(4)Includes 1,315 square foot fitness center and 1,412 square foot management office. Both spaces are excluded from the Annual U/W Base Rent PSF calculation.

 

The following table presents historical occupancy percentages at the Lennar Corporate Center Property:

 

Historical Occupancy

 

12/31/2014(1)

12/31/2015(1)

12/31/2016(1)

9/18/2017(2)

96.9% 98.8% 94.6% 94.9%

 

(1)Information obtained from the borrower.

(2)Information obtained from the underwritten rent roll.

 

Operating History and Underwritten Net Cash Flow. The following table presents certain information relating to the historical operating history and underwritten net cash flow at the Lennar Corporate Center Property:

 

Cash Flow Analysis

 

   2014  2015  2016  TTM 7/31/2017  U/W  % of U/W Effective Gross Income  U/W $ per SF  
Base Rent  $6,200,974(1)   $6,820,539(1)  $7,151,852   $6,966,416(2)  $7,557,451(2)(3)  96.6%  $26.06   
Grossed Up Vacant Space  0   0   0   0   411,964   5.3   1.42   
Total Reimbursables  91,706   25,521   100,088   112,904   188,218   2.4   0.65   
Other Income  59,493   62,844   62,489   81,627   81,627   1.0   0.28   
Less Vacancy & Credit Loss  0   0   0   0   (411,964)(4)  (5.3)  (1.42)  
Effective Gross Income  $6,352,172   $6,908,904   $7,314,429   $7,160,947   $7,827,296   100.0%  $26.99   
                               
Total Operating Expenses  $3,079,195   $3,005,668   $3,135,734   $3,154,245   $3,391,225   43.3%  $11.69   
                               
Net Operating Income  $3,272,977   $3,903,236   $4,178,695   $4,006,701   $4,436,071   56.7%  $15.30   
TI/LC  0   0   0   0   577,242   7.4   1.99   
Capital Expenditures  0   0   0   0   62,572   0.8   0.22   
Net Cash Flow  $3,272,977   $3,903,236   $4,178,695   $4,006,701   $3,796,257   48.5%  $13.09   
                               
NOI DSCR  1.92x   2.28x   2.45x   2.35x   2.60x           
NCF DSCR  1.92x   2.28x  2.45x   2.35x   2.22x           
NOI DY  11.4%   13.6%   14.6%   14.0%   15.5%           
NCF DY  11.4%   13.6%   14.6%   14.0%   13.3%           

 

(1)The increase in Base Rent from 2014 to 2015 is driven primarily by Lennar taking three additional suites totaling 38,615 square feet and approximately $990,000 of base rent, each with free rent periods of between four and six months.

(2)The increase in Base Rent from TTM 7/31/2017 to U/W is driven primarily by the signing of new leases in 2017 totaling approximately 16,975 square feet and $454,464 of U/W Base Rent.

(3)U/W Base Rent includes contractual rent steps through April 2018, totaling $163,537.

(4)The underwritten economic vacancy is 5.1%. The Lennar Corporate Center Property was 94.9% leased as of September 18, 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.

 

134

 

 

LENNAR CORPORATE CENTER

 

Appraisal. As of the appraisal valuation date of August 29, 2017, the Lennar Corporate Center Property had an “as-is” appraised value of $41,000,000.

 

Environmental Matters. According to a Phase I environmental site assessment dated August 28, 2017, there was no evidence of any recognized environmental conditions at the Lennar Corporate Center Property.

 

Market Overview and Competition. The Lennar Corporate Center Property is located in Miami, Florida, within the Miami Airport submarket of the greater Miami metro market. The Lennar Corporate Center Property benefits from its proximity to the Dolphin Expressway, Florida Turnpike, Palmetto Expressway (US Highway 826), as well as Miami International Airport. According to the appraiser, as of the third quarter of 2017, the Miami Airport submarket has a total inventory of approximately 19.0 million square feet with a vacancy rate of approximately 7.4%. There was no additional inventory delivered last quarter, nor were there any new deliveries in the last year. According to the appraisal, the 2016 population within a one, three and five-mile radius of the Lennar Corporate Center Property was 30,884, 179,795, and 376,826, respectively; and the median household income within the same radii was $40,250, $45,303 and $49,531, respectively.

 

The following table presents certain information relating to comparable office leases for the Lennar Corporate Center Property:

 

Comparable Leases(1)

 

Property Name/Location Distance from Subject Tenant Name Lease Date/Term Lease Area (SF) Annual Base Rent PSF Lease Type

Flagler West Corporate Park

8700 West Flagler Street

Miami, FL

2.1 miles Undisclosed Jan. 2018 / 5 Yrs. 18,200 $26.00 MG

BB&T Bank Building

2500 NW 107th Avenue

Miami, FL

1.4 miles Confidential

Jul. 2016 /

3 Yrs.

4,224 $26.50 FSG

Beacon Executive Centre

8600 NW 17th Street

Miami, FL

2.3 miles Available

Listing /

3 Yrs.

5,611 $24.75 FSG

Flagler Corporate Center

9250 West Flagler Street

Miami, FL

1.7 miles PCM, Inc.

Apr. 2017 /

10 Yrs.

16,000 $26.00 FSG

Doral Corporate Center

3750 NW 87th Avenue

Doral, FL

2.9 miles Confidential

Mar. 2016 /

5 Yrs.

 

3,500 $29.00 MG
  
(1)Information obtained from the appraisal.

 

The Borrower. The borrower for the Lennar Corporate Center Mortgage Loan is Four 700 LLC, a Florida limited liability company and a special purpose entity with one independent director. Legal counsel to the borrower delivered a non-consolidation opinion in connection with the origination of the Lennar Corporate Center Mortgage Loan. Yoav Merary and Guy Sharon are the guarantors of certain non-recourse carveouts under the Lennar Corporate Center Mortgage Loan.

 

The Borrower Sponsors. The borrower sponsors are Yoav Merary and Guy Sharon. Yoav Merary founded NAYA USA Investment & Management LLC (“NAYA”) in 2005. NAYA is a boutique investment firm based in Hollywood, Florida with a focus on the acquisition and management of commercial and residential assets. Yoav Merary owns various ownership interests in 21 real estate assets. Guy Sharon founded Coast Capital Partners (“CCP”) in 1995. CCP has offices both in Miami, Florida and Europe. CCP’s team concentrates on the acquisition, development, renovation and asset management real estate in Florida and Europe.

 

Escrows. The Lennar Corporate Center Loan documents provide for upfront escrows in the amount of $719,692 for real estate taxes, $34,021 for insurance premiums and $454,461 for outstanding tenant improvements related to Lennar, Star Clippers, Inc., Liberty Mutual Insurance Company and Fairlogix, Inc., $159,186 for rent concessions for Alliance for Aging, Inc. and Liberty Mutual Insurance Company and $132,000 for a roof reserve. The loan documents also provide for ongoing monthly escrow deposits of $59,974 for real estate taxes, $17,010 for insurance premiums, $5,214 for replacement reserves and $72,497 for TI/LC reserves (subject to a cap of $3,000,000 so long as no Major Tenant Re-Tenanting Event (as defined below) in which the lender accepts a satisfactory replacement Major Tenant (as defined below) lease (for less than five years) exists).

 

Lockbox and Cash Management. The Lennar Corporate Center Mortgage Loan is structured with a hard lockbox and springing cash management. The borrower was required at origination to deliver letters to all tenants at the Lennar Corporate Center Property directing them to pay all rents directly into a lender-controlled lockbox account. All funds received by the borrower or manager are required to be deposited in the lockbox account within one business day following receipt. During the occurrence and continuance of a Sweep Event Period (as defined below), all funds are required to be swept each business day into the cash management account controlled by the lender and disbursed on each payment date in accordance with the loan documents, with all excess cash flow to be deposited into an excess cash reserve to be held as additional security for the Lennar Corporate Center Mortgage Loan.

 

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

 

135

 

 

LENNAR CORPORATE CENTER

 

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

 

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

(ii)the amortizing debt service coverage ratio based on the trailing 12-month period being less than 1.20x; and

(iii)the occurrence and continuance of a Major Tenant Event Period (as defined below).

 

A Sweep Event Period will end:

 

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

with regard to clause (ii), upon the amortizing debt service coverage ratio based on the trailing 12-month period being at least 1.25x for two consecutive calendar quarters; and

with regard to clause (iii), the related Major Tenant Event Period is terminated, as further described below;

 

A “Major Tenant Event Period” means the date on which (A) Lennar or a replacement tenant (a “Major Tenant”), (i) becomes insolvent or a debtor in any bankruptcy action, (ii) defaults under its lease beyond any applicable grace, notice or cure periods, (iii) terminates its respective lease or gives notice to terminate its respective lease or (iv) fails to renew or extend the term of its lease on terms and conditions acceptable to the lender and in accordance with the terms of this Lennar Corporate Center Mortgage Loan documents including, without limitation, terms no less beneficial to the borrower than under the current Lease with such Major Tenant for the related leased space, on or prior to the date that is 12 months prior to the date on which such lease is scheduled to terminate and (B) (1) (a) TI/LC funds then on reserve in the TI/LC account equal less than $35.00 per square foot (after taking into account any amounts earmarked for tenant improvements and/or leasing commissions that are then pending) for the related lease that is not being renewed and (b) the borrower fails to deposit $35.00 per square foot of the space not being renewed and (B)(2) the amortizing debt service coverage ratio at the Lennar Corporate Center Property, exclusive of any rents or reimbursements for the lease that is not being renewed, is less than 1.25x.

 

Such Major Tenant Event Period shall terminate: with regard to clause (i), upon the lender’s receipt of evidence in form and substance reasonably satisfactory to the lender that the related lease has been irrevocably assumed by the related tenant in such proceeding (ii), upon the related tenant curing such default; with regard to clause (iii), the date on which the lender receives evidence in form and substance reasonably satisfactory to the lender that, as applicable, the related tenant has rescinded its notice of termination in writing and the lease is then in full force and effect or a Major Tenant Re-Tenanting event has occurred (and, in each case, provided no other Major Tenant Event Period then exists); with regard to clauses (i), (ii), (iii), (iv) and (v), a Major Tenant Re-Tenanting Event has occurred.

 

A “Major Tenant Re-Tenanting Event” means that that Lender has received satisfactory evidence that the applicable Major Tenant space (either in full or, so long the debt service coverage ratio is equal to or greater than 1.25x (exclusive of the rent from the applicable Major Tenant’s lease causing the applicable Major Tenant Event Period) in part) has been leased to one or more satisfactory replacement Major Tenants, each pursuant to a satisfactory replacement lease for a term of at least five years (provided, however, that on one occasion only, the lender will accept a satisfactory replacement lease for a term of less than five years) in connection with a Major Tenant Re-Tenanting Event), for at least 85% of the then current market rents and otherwise on terms and conditions acceptable to the lender and in Lennar Corporate Center Mortgage Loan documents, that each such Major Tenant is in occupancy of its premises, open for business and is then paying full, unabated rent pursuant to the terms of its lease, and that all tenant improvement costs and leasing commissions provided in each such replacement Major Tenant Lease have been paid, such evidence to include, without limitation, a reasonably satisfactory estoppel certificate from each such replacement Major Tenant affirming the foregoing.

 

Property Management. The Lennar Corporate Center Property is managed by Continental Real Estate Companies Commercial Properties Corp. (“CREC”). CREC is a full service third-party management firm with a 25-year history in south Florida. CREC has managed the Property since Colony’s acquisition of the asset in 2007. CREC is a leading independent real estate firm in Florida. CREC currently manages a portfolio of over 100 properties totaling more than 13 million square feet across all asset classes.

 

Assumption. Commencing on October 5, 2018, the borrower has the right to transfer the Lennar Corporate Center Property, provided that certain conditions are satisfied, including: (i) no event of default has occurred and is continuing, (ii) the borrower has provided the lender with prior 60 days’ prior written notice, (iii) the proposed transferee qualifies as a qualified transferee under the loan documents and (iv) the lender has received confirmation from KBRA, Fitch and Moody’s that such assumption will not result in a downgrade of the respective ratings assigned to the Series 2017-C42 certificates and similar confirmations from each rating agency rating any securities backed by any of the Lennar Corporate Center companion loans.

 

Free Release. None.

 

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 Lennar Corporate Center Property. The loan documents also require business interruption insurance for a period of at least 18 months that covers loss or damage by terrorist acts; provided that such coverage is available.

 

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

 

136

 

 

(THIS PAGE INTENTIONALLY LEFT BLANK)

 

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

 

137

 

 

  

No. 11 – Courtyard Los Angeles Sherman Oaks
 
Loan Information   Property Information
Mortgage Loan Seller: Wells Fargo Bank, National Association   Single Asset/Portfolio: Single Asset
Credit Assessment (Fitch/KBRA/Moody’s): NR/NR/NR   Property Type: Hospitality
Original Principal Balance(1): $27,000,000   Specific Property Type: Full Service
Cut-off Date Balance(1): $27,000,000   Location: Sherman Oaks, CA
% of Initial Pool Balance: 3.6%   Size: 213 Rooms
Loan Purpose: Refinance   Cut-off Date Balance Per Room(1): $258,216
Borrower Name: Sherman Oaks Hotel, LLC   Year Built/Renovated: 1968/2017
Borrower Sponsors: Lewis N. Wolff; Keith M. Wolff   Title Vesting: Fee
Mortgage Rate: 4.474%   Property Manager: Self-managed
Note Date: November 30, 2017   4th Most Recent Occupancy (As of): 77.6% (12/31/2013)
Anticipated Repayment Date: NAP   3rd Most Recent Occupancy (As of): 81.9% (12/31/2014)
Maturity Date: December 11, 2027   2nd Most Recent Occupancy (As of): 82.4% (12/31/2015)
IO Period: 36 months   Most Recent Occupancy (As of): 82.0% (12/31/2016)
Loan Term (Original): 120 months   Current Occupancy (As of): 81.7% (10/31/2017)
Seasoning: 0 months    
Amortization Term (Original): 360 months   Underwriting and Financial Information:
Loan Amortization Type: Interest-only, Amortizing Balloon      
Interest Accrual Method: Actual/360   4th Most Recent NOI (As of): $5,771,863 (12/31/2014)
Call Protection: L(24),D(92),O(4)   3rd Most Recent NOI (As of): $6,106,243 (12/31/2015)
Lockbox Type: Hard/Springing Cash Management   2nd Most Recent NOI (As of) (4): $8,293,561 (12/31/2016)

$6,636,044 

Additional Debt(1): Yes   Most Recent NOI (As of) (4): (TTM 10/31/2017)
         
Additional Debt Type(1): Pari Passu      
      U/W Revenues: $15,772,566
          U/W Expenses: $9,346,312
          U/W NOI: $6,426,254
Escrows and Reserves:         U/W NCF: $5,795,351
          U/W NOI DSCR(1): 1.93x
Type: Initial Monthly Cap (If Any)   U/W NCF DSCR(1): 1.74x
Taxes $63,960 $21,320 NAP   U/W NOI Debt Yield(1): 11.7%
Insurance $70,734 $23,578 NAP   U/W NCF Debt Yield(1): 10.5%
PIP Reserve $0 Springing(2) NAP   As-Is Appraised Value: $85,900,000
FF&E Reserve $0 $52,178 NAP   As-Is Appraisal Valuation Date: October 6, 2017
Insurance Deductible Reserve $0 Springing(3) NAP   Cut-off Date LTV Ratio(1): 64.0%
          LTV Ratio at Maturity or ARD(1): 56.0%
             
               
(1)The Courtyard Los Angeles Sherman Oaks Whole Loan (as defined below), which had an original principal balance of $55,000,000, is comprised of two pari passu notes (Notes A-1 and A-2). The controlling Note A-1 had an original principal balance of $28,000,000, has an outstanding principal balance of $28,000,000 as of the Cut-Off Date and is expected to be contributed to a future trust or trusts. The non-controlling Note A-2 had an original principal balance of $27,000,000 and will be contributed to the WFCM 2017-C42 Trust. All statistical information related to balances per room, loan-to-value ratios, debt service coverage ratios and debt yields are based on the Courtyard Los Angeles Sherman Oaks Whole Loan.

(2)The borrower is required to deposit an amount equal to 110% of the estimated costs to complete any future PIP work required by the franchisor less the amount of FF&E reserve funds on deposit with the lender.

(3)If at any time the borrower elects to have a deductible of 10% of the total insurable value for windstorm and/or earthquake insurance, the borrower shall deposit with the lender an amount equal to 5% of the total insurable value of the Courtyard Los Angeles Sherman Oaks Property.

(4)See “Operating History and Underwritten Net Cash Flow” section below.

 

The mortgage loan (the “Courtyard Los Angeles Sherman Oaks Mortgage Loan”) is part of a whole loan (the “Courtyard Los Angeles Sherman Oaks Whole Loan”) that is evidenced by two promissory notes (Notes A-1 and A-2) secured by a first mortgage encumbering the fee simple interest in a 213-room full service hotel located in Sherman Oaks, California (the “Courtyard Los Angeles Sherman Oaks Property”). See “Description of the Mortgage Pool—The Whole Loans—Courtyard Los Angeles Sherman Oaks 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.

 

138

 

 

COURTYARD LOS ANGELES SHERMAN OAKS

 

 

Note Summary

 

Notes Original Balance   Note Holder Controlling Interest
A-1 $28,000,000   Wells Fargo Bank, National Association Yes
A-2 $27,000,000   WFCM 2017-C42 No
Total $55,000,000      

 

Sources and Uses

 

Sources         Uses      
Original whole loan amount $55,000,000   100.0%   Loan payoff(1) $47,541,193     86.4%
          Closing costs 410,665   0.7
          Reserves 134,694   0.2
          Return of equity 6,913,448   12.6
Total Sources $55,000,000   100.0%   Total Uses $55,000,000   100.0%

 

(1)The Courtyard Los Angeles Sherman Oaks Property was previously securitized in the BACM 2007-5 transaction.

 

The Courtyard Los Angeles Sherman Oaks Property is a 13-story, 213-room full-service hotel located along Ventura Boulevard in Sherman Oaks, California. The Courtyard Los Angeles Sherman Oaks Property is situated immediately southwest of the Interstate 405/US Highway 101 interchange, one of the busiest intersections in the United States with an average daily traffic count of approximately 600,000 cars. The guestroom configuration consists of 122 king rooms, 64 double/queen rooms, 10 handicap accessible rooms, and 17 suites. All guestrooms feature flat-screen televisions with premium channels, desks and lounge chairs. The Courtyard Los Angeles Sherman Oaks Property features a full service restaurant serving breakfast, lunch and 24-hour room service, approximately 15,000 square feet of meeting space, fully-equipped fitness center, outdoor swimming pool, sundry market and business center. The Courtyard Los Angeles Sherman Oaks Property contains 236 surface parking spaces, resulting in a parking ratio of 1.1 spaces per room. The franchise agreement with Marriott International, Inc. expires on January 21, 2024.

 

The Courtyard Los Angeles Sherman Oaks Property was built in 1968 and renovated in 2017. The sponsor purchased the Courtyard Los Angeles Sherman Oaks Property in 2003, and has spent over $18.6 million ($87,324 per room) to complete renovations to the parking garage, guest rooms, common areas, meeting rooms and restaurant. The Courtyard Los Angeles Sherman Oaks Property recently completed a four-year renovation project in 2017 totaling approximately $4.0 million ($18,779 per room), which included fully renovating guestroom bathrooms and replacing the carpet, wall covering, and soft goods in the guestrooms.

 

The Courtyard Los Angeles Sherman Oaks Property is located in Sherman Oaks, Los Angeles County, California, approximately 18.2 miles northwest of downtown Los Angeles and 13.3 miles north of Santa Monica. The Courtyard Los Angeles Sherman Oaks Property is situated at the northeast corner of the intersection of Ventura Boulevard and Orion Avenue, immediately southwest of the Interstate 405/U.S. Highway 101 interchange. Sherman Oaks is bordered by Encino to the west, Van Nuys to the north, North Hollywood and Studio City to the east and Bel Air to the south. The Courtyard Los Angeles Sherman Oaks Property is situated 2.8 miles north of Skirball Cultural Center (an educational institution featuring a museum that attracts over 600,000 visitors each year), 5.7 miles south of the Getty Center (one of the most visited museums in the United States with 1.3 million annual visitors) and 8.2 miles west of Universal Studios Hollywood (one of the oldest and most famous Hollywood movie studios). According to the appraisal, there are no directly competitive properties that are either proposed or under construction. According to a third-party research provider, the estimated 2017 population within a one-, three-, and five-mile radius of the Courtyard Los Angeles Sherman Oaks Property was 23,026, 163,997, and 477,936, respectively; and the average household income within the same radii was $119,493, $115,734 and $103,725, 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.

 

139

 

 

COURTYARD LOS ANGELES SHERMAN OAKS

 

 

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 Courtyard Los Angeles Sherman Oaks Property:

 

Cash Flow Analysis

 

   2014  2015  2016(2)  TTM 10/31/2017(3)  U/W  % of
U/W
Total
Revenue
  U/W $
per
Room
 
Occupancy  81.9%  82.4%  82.0%  81.7%  82.6%        
ADR  $171.13  $182.20  $229.00  $205.43  $205.29        
RevPAR  $140.09  $150.09  $187.12  $167.88  $169.67        
                        
Room Revenue  $10,891,427  $11,668,727  $14,587,423  $13,052,141    $13,191,221  83.6%  $61,931  
F&B Revenue  1,489,464  1,475,001  1,470,990  1,680,984       1,680,984  10.7  7,892  
Other Revenue(1)  748,681  754,920  861,882  891,309  900,361  5.7  4,227  
Total Revenue 

$13,129,572

 

$13,898,648

 

$16,920,295

 

$15,624,434

 

$15,772,566

 

100.0%

 

$74,050

 
                        
Total Department Expenses  3,315,545  3,384,850  3,704,322  4,152,259  4,163,550   26.4  19,547  
Gross Operating Profit  $9,814,027  $10,513,798  $13,215,973  $11,472,175  $11,609,016  73.6%  $54,502  
                        
Total Undistributed Expenses  3,549,519  3,916,105  4,388,365  4,246,400  4,249,895   26.9  19,953  
Profit Before Fixed Charges  $6,264,508  $6,597,693  $8,827,608  $7,225,775   $7,359,121  46.7%  $34,550  
                        
Total Fixed Charges  492,645  491,450  534,047  589,731  932,867   5.9  4,380  
                        
Net Operating Income  $5,771,863  $6,106,243  $8,293,561  $6,636,044   $6,426,254  40.7%  $30,170  
FF&E  0  0  0  0  630,903   4.0  2,962  
Net Cash Flow  $5,771,863  $6,106,243  $8,293,561  $6,636,044   $5,795,351  36.7%  $27,208  
                        
NOI DSCR(4)  1.73x  1.83x  2.49x  1.99x  1.93x        
NCF DSCR(4)  1.73x  1.83x  2.49x  1.99x  1.74x        
NOI DY(4)  10.5%  11.1%  15.1%  12.1%  11.7%        
NCF DY(4)  10.5%  11.1%  15.1%  12.1%  10.5%        
                        

 

(1)Other Revenue includes parking revenue, no shows, gift shop, meeting room rental, telephone, and miscellaneous items.

(2)The Courtyard Los Angeles Sherman Oaks Property experienced an increase in performance from January 2016 to May 2016 due to a gas leak that occurred at the Aliso Canyon Storage Facility in the San Fernando Valley. In addition, the Courtyard Los Angeles Sherman Oaks Property lost an estimated 251 room nights per month from January to December 2016 due to renovations. The 2016 statement shown reflects actual performance. If adjusted to exclude the increase in performance related to the gas leak and to include the estimated occupancy and related revenue from the lost room nights, the 2016 Occupancy, ADR, RevPAR and Net Operating Income would be 82.7%, $201.34, $166.53 and $6,920,416, respectively; and the NOI DSCR and NOI DY based on the Courtyard Los Angeles Sherman Oaks Whole Loan would be 2.08x and 12.6%, respectively.

(3)The Courtyard Los Angeles Sherman Oaks Property lost an estimated 120 room nights per month from November 2016 to April 2017 due to renovations. The 10/31/2017 TTM statement shown reflects actual performance from November 2016 to October 2017. If adjusted to include the estimated occupancy and related revenue from the lost room nights, the 10/31/2017 TTM Occupancy, ADR, RevPAR and Net Operating Income would be 82.6%, $205.29, $169.67 and $6,752,085, respectively; and the NOI DSCR and NOI DY based on the Courtyard Los Angeles Sherman Oaks Whole Loan would be 2.03x and 12.3%, respectively. The U/W Room Revenue is based on the 10/31/2017 TTM statement adjusted for the November 2016 to April 2017 lost room nights.

(4)The debt service coverage ratios and debt yields are based on the Courtyard Los Angeles Sherman Oaks Whole Loan.

 

The following table presents certain information relating to the Courtyard Los Angeles Sherman Oaks Property’s competitive set:

 

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

 

  

Competitive Set

 

Courtyard Los Angeles Sherman Oaks 

 

Penetration Factor 

Year

 

Occupancy

 

ADR

 

RevPAR

 

Occupancy

 

ADR

 

RevPAR

 

Occupancy

 

ADR 

 

RevPAR 

TTM 10/31/2017  84.6%  $188.07  $159.10  81.5%  $206.32  $168.21  96.4%  109.7%  105.7%
TTM 10/31/2016  80.9%  $192.40  $155.59  82.0%(2)  $228.78(2)  $187.66(2)  101.4%  118.9%  120.6%
TTM 10/31/2015  80.7%  $166.46  $134.29  80.9%  $180.84  $146.38  100.3%  108.6%  109.0%

 

(1)Information obtained from a third party hospitality report dated November 17, 2017. The competitive set includes the following hotels: Hotel Angeleno, Hilton Los Angeles Universal City, Airtel Plaza Hotel, Marriott Warner Center Woodland Hills, Sportsmen’s Lodge Hotel, Luxe Hotel Sunset Boulevard, Hilton Woodland Hills Los Angeles, Hampton Inn Suites Los Angeles Sherman Oaks, and Best Western Burbank Airport Inn.

(2)The Courtyard Los Angeles Sherman Oaks Property experienced an increase in performance from January 2016 to May 2016 due to a gas leak that occurred at the Aliso Canyon Storage Facility in the San Fernando Valley. In addition, the Courtyard Los Angeles Sherman Oaks Property lost an estimated 251 room nights per month from January to December 2016. See “Cash Flow Analysis” section above.

 

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

 

140

 

 

(THIS PAGE INTENTIONALLY LEFT BLANK)

 

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

 

141

 

 

 

No. 12 – Lakeside Shopping Center
 
Loan Information   Property Information
Mortgage Loan Seller: Barclays Bank PLC   Single Asset/Portfolio: Single Asset
Credit Assessment (Fitch/KBRA/Moody’s): NR/NR/NR   Property Type: Retail
Original Principal Balance(1): $25,000,000   Specific Property Type: Super Regional Mall
Cut-off Date Balance(1): $25,000,000   Location: Metairie, LA
% of Initial Pool Balance: 3.4%   Size: 1,211,349 SF
Loan Purpose: Refinance   Cut-off Date Balance Per SF(1): $144.47
Borrower Name: Causeway LLC   Year Built/Renovated: 1960/2008
Borrower Sponsor: Jeffrey J. Feil   Title Vesting(3): Fee/Leasehold
Mortgage Rate: 3.770%   Property Manager: Self-managed
Note Date: July 28, 2017   4th Most Recent Occupancy (As of): 98.3% (12/31/2013)
Anticipated Repayment Date: NAP   3rd Most Recent Occupancy (As of): 97.1% (12/31/2014)
Maturity Date: August 1, 2027   2nd Most Recent Occupancy (As of): 98.2% (12/31/2015)
IO Period: 120 months   Most Recent Occupancy (As of): 98.9% (12/31/2016)
Loan Term (Original): 120 months   Current Occupancy (As of)(4): 97.5% (6/1/2017)
Seasoning: 4 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): $19,748,210 (12/31/2014)
Call Protection: L(28),D(87),O(5)   3rd Most Recent NOI (As of): $19,177,687 (12/31/2015)
Lockbox Type: Hard/Springing Cash Management   2nd Most Recent NOI (As of): $19,025,476 (12/31/2016)
Additional Debt(1): Yes   Most Recent NOI (As of): $18,822,381 (TTM 3/31/2017)
Additional Debt Type(1): Pari Passu      
      U/W Revenues: $32,713,717
      U/W Expenses: $12,933,343
      U/W NOI: $19,780,375
Escrows and Reserves(2):         U/W NCF: $18,307,305
          U/W NOI DSCR(1): 2.96x
Type: Initial Monthly Cap (If Any)   U/W NCF DSCR(1): 2.74x
Taxes $0 Springing NAP   U/W NOI Debt Yield(1): 11.3%
Insurance $0 Springing NAP   U/W NCF Debt Yield(1): 10.5%
Replacement Reserves $0 Springing $1,000,000   As-Is Appraised Value: $365,000,000
TI/LC Reserve $0 Springing NAP   As-Is Appraisal Valuation Date: June 7, 2017
Rent Concession Reserve $1,214,427 $0 NAP   Cut-off Date LTV Ratio(1): 47.9%
Tenant Specific TI/LC Reserve $7,606,095 $0 NAP   LTV Ratio at Maturity or ARD(1): 47.9%
Ground Rent Reserve $0 Springing NAP      
Lease Termination Reserve $0 Springing NAP      
               
(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 Lakeside Shopping Center Whole Loan (as defined below).

(2)During a Trigger Period (as defined in the Lakeside Shopping Center Whole Loan documents), the borrower is required to deposit monthly escrows for real estate taxes, insurance premiums (unless the Lakeside Shopping Center Property (as defined below) is insured under an acceptable blanket insurance policy), $20,193 for replacement reserves (capped at $1,000,000), an amount equal to $0.10 per square foot for leases at the Lakeside Shopping Center Property covering less than 20,000 square feet for tenant improvement and leasing commissions, $5,643 for ground rent, and any lease termination fee incurred by the termination of a tenant’s lease, which will be used for tenant improvements and leasing commissions.

(3)The Lakeside Shopping Center Property is subject to two separate long-term ground leases encompassing a total of 24,560 square feet with a current aggregate annual ground rent payment of $67,710. Both ground leases expire in 2056. The 5,760 SF ground lease is subject to re-appraisal after August 31, 2017 and every ten years thereafter, which may result in rent escalation. The rent on the other ground lease is subject to re-appraisal every ten years, with the next reset after February 2027.

(4)As of June 1, 2017, the Lakeside Shopping Center Property was 97.5% leased and 92.7% occupied by 129 tenants.

 

The mortgage loan (the “Lakeside Shopping Center Mortgage Loan”) is part of a whole loan (the “Lakeside Shopping Center Whole Loan”) that is evidenced by four pari passu promissory notes in the aggregate original principal amount of $175,000,000, which are secured by a first priority fee and leasehold mortgage encumbering a 1,211,349 square foot super regional mall in Metairie, Louisiana (the “Lakeside Shopping Center Property”). Promissory Note A-3-2 (contributed by Barclays Bank PLC), in the aggregate principal amount of $25,000,000, represents the Lakeside Shopping Center Mortgage Loan and will be included in the WFCM 2017-C42 securitization trust. The Lakeside Shopping Center Whole Loan was co-originated on July 28, 2017 by Barclays Bank PLC, Morgan Stanley Bank, National Association and Wells Fargo Bank, National Association. The Lakeside Shopping Center Whole Loan had an original principal balance of $175,000,000, has an outstanding principal balance as of the Cut-off Date of $175,000,000 and accrues interest at an interest rate of 3.770% per annum. The Lakeside Shopping Center Whole Loan had an initial term of 120 months, has a remaining term of 116 months as of the Cut-off Date and requires payments of interest only through the term of the Lakeside Shopping Center Whole Loan. The Lakeside Shopping Center Whole Loan matures on August 1, 2027.

 

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

 

142

 

 

LAKESIDE SHOPPING CENTER

 

Note A-3-2, which will be contributed to the WFCM 2017-C42 Trust, has an original principal balance of $25,000,000, has an outstanding principal balance as of the Cut-off Date of $25,000,000 and represents a non-controlling interest in the Lakeside Shopping Center Whole Loan. The controlling Note A-1 had an original principal balance of $59,000,000, has an outstanding principal balance as of the Cut-off Date of $59,000,000 and was contributed to the CGCMT 2017-B1 Trust. The non-controlling Note A-2 had an original principal balance of $58,000,000, has an outstanding principal balance as of the Cut-off Date of $58,000,000 and was contributed to the WFCM 2017-C39 Trust. The non-controlling Note A-3-1 had an original principal balance of $33,000,000, has an outstanding principal balance as of the Cut-off Date of $33,000,000 and was contributed to the CGCMT 2017-P8 Trust. The following table presents a summary of the promissory notes comprising the Lakeside Shopping Center Whole Loan. See “Description of the Mortgage Pool—The Whole Loans—The Non-Serviced Pari Passu Whole Loans” in the Preliminary Prospectus.

 

Note Summary

 

Notes Original Balance   Note Holder Controlling Interest
A-1 $59,000,000   CGCMT 2017-B1 Yes
A-2 $58,000,000   WFCM 2017-C39 No
A-3-1 $33,000,000   CGCMT 2017-P8 No
A-3-2 $25,000,000   WFCM 2017-C42 No
Total $175,000,000      

 

Following the lockout period, the borrower has the right to defease the Lakeside Shopping Center Whole Loan in whole, but not in part, on any date before April 1, 2027. In addition, the Lakeside Shopping Center Whole Loan is prepayable without penalty on or after April 1, 2027. The lockout period will expire two years after the closing date of the WFCM 2017-C42 Trust.

 

Sources and Uses

 

Sources         Uses      
Original whole loan amount $175,000,000   100.0%   Loan Payoff: $95,495,796      54.6%
          Closing Costs: 635,826     0.4
          Upfront reserves: 8,820,522     5.0
          Return of Equity: 70,047,856   40.0
Total Sources $175,000,000   100.0%   Total Uses $175,000,000    100.0%

 

The Lakeside Shopping Center Property consists of a one- to three-story, 1,211,349 square foot super regional mall located at the northwestern corner of the intersection of Veterans Boulevard and Causeway Boulevard in Metairie, Louisiana, approximately 7.8 miles northwest of the New Orleans central business district. The Lakeside Shopping Center Property is anchored by J.C. Penney, Macy’s and Dillard’s, which collectively account for 10.9% of the underwritten base rent. Aside from the anchor tenants, the Lakeside Shopping Center Property includes a diverse rent roll of national tenants, including Zara, Victoria’s Secret, Forever 21, Dick’s Sporting Goods, Champs, Apple and Express and restaurants such as Cheesecake Factory, Red Lobster, Flemings Prime Steakhouse and P.F. Chang’s China Bistro. Since 2005, the borrower sponsor has invested approximately $86.7 million ($72 per square foot) in capital improvements to the Lakeside Shopping Center Property. In addition, the borrower sponsor is currently undertaking an approximately $10.0 million capital improvement program which is scheduled for completion in 2018 and is anticipated to renovate all common areas and corridors, as well as complete the construction and build-out of the Zara space (scheduled lease commencement of May 2018). As of June 1, 2017, the Lakeside Shopping Center Property was 97.5% leased and 92.7% occupied by 129 tenants. Since 2007, the Lakeside Shopping Center Property has averaged 97.7% occupancy, never dropping below 95.2%.

 

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

 

143

 

 

LAKESIDE SHOPPING CENTER

 

The following table presents certain information relating to the tenancy at the Lakeside Shopping Center 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                
J.C. Penney B+/B1/B+ 203,410 16.8% $6.49 $1,320,131 5.6% $116 8.5% 11/30/2022(4)
Macy’s(5) BBB/Baa3/BBB- 229,520 18.9% $2.83 $649,542 2.8% $168 2.1% 1/31/2029(6)
Dillard’s BBB-/Baa3/BBB- 291,700 24.1% $1.71 $499,974 2.1% $199 2.4% 12/31/2019(7)
Dillard’s Mens BBB-/Baa3/BBB- 18,958 1.6% $5.00 $94,790 0.4% N/A N/A 12/31/2019(8)
Total Anchor Tenants   743,588 61.4% $3.45 $2,564,436 10.9%      
                   
Major Tenants                  
Zara(9) NR/NR/NR 34,722 2.9% $29.08 $1,009,716 4.3% N/A N/A 4/30/2028(10)
Victoria’s Secret BB+/Ba1/BB+ 13,459 1.1% $55.00 $740,245 3.2% $742 10.3% 11/30/2025
Forever 21 NR/NR/NR 15,094 1.2% $48.00 $724,512 3.1% $417 16.6% 1/31/2018
Dick’s Sporting Goods NR/NR/NR 36,667 3.0% $14.50 $531,672 2.3% $252 8.6% 1/31/2021(11)
Champs NR/Ba1/BB+ 4,500 0.4% $110.00 $495,000 2.1% $1,191 11.2% 1/31/2024
Apple NR/Aa1/AA+ 5,260 0.4% $88.72 $466,667 2.0% $7,096 1.3% 1/31/2019
Express NR/NR/NR 8,464 0.7% $55.00 $465,520 2.0% $596 9.2% 7/31/2027
Total Major Tenants 118,166 9.8% $37.52 $4,433,331 18.9%      
                   
Non-Major Tenants(12) 319,596 26.4% $51.40 $16,427,195 70.1%      
                 
Occupied Collateral Total 1,181,350 97.5% $19.83 $23,424,962 100.0%      
                   
Vacant Space   29,999 2.5%            
                   
Collateral Total 1,211,349 100.0%            
                   

 

(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 July 30, 2018.

(3)Sales PSF and Occupancy Costs are for the trailing 12-month period ending April 30, 2017, except for J.C. Penney, which represents 2016 data.

(4)J.C. Penny has three, five-year lease extension options.

(5)Macy’s is subject to a ground lease and owns its improvements.

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

(7)Dillard’s has one, ten-year lease extension options.

(8)Dillard’s Mens has one, ten-year lease extension options.

(9)Zara is currently constructing and building out approximately 15,000 square feet of second floor space, which is in addition to its approximately 19,722 square feet of ground level space. Zara has an executed a 10-year lease with an expected May 2018 commencement date for its entire 34,722 square foot space.

(10)Zara has one, five-year lease extension option.

(11)Dick’s Sporting Goods has four, five-year lease extension option.

(12)Non-Major Tenants includes Flemings Prime Steakhouse (0.6% of NRA and 0.8% of underwritten rent) with a signed lease but a future rent commencement date (November 2017).

 

The following table presents a summary of historical comparable in-line sales per square foot and occupancy cost at the Lakeside Shopping Center Property:

 

Comparable In-Line Sales (PSF)(1)

 

  2014 2015 2016 4/31/2017 TTM
In-Line Sales PSF $740 $784 $799 $795
In-Line Sales PSF (excluding Apple) $608 $648 $657 $651
Occupancy Cost 10.6% 10.0% 9.8% 9.9%
Occupancy Cost (excluding Apple) 12.8% 12.0% 11.9% 12.0%
(1)Information as provided by the borrower sponsor.

 

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

 

144

 

 

LAKESIDE SHOPPING CENTER

 

The following table presents certain information relating to the historical anchor sales at the Lakeside Shopping Center Property:

 

Anchor Sales Summary(1)

 

Tenant Name 2014 2015 2016 4/31/2017 TTM Sales PSF
J.C. Penney $20,123,607 $24,937,466 $23,676,934 NAV $116(2)
Macy’s $46,918,633 $43,337,465 $39,222,133 $38,523,848 $168
Dillard’s $64,544,357 $62,962,609 $57,212,818 $57,919,534 $199

 

(1)Information as provided by the borrower sponsor.

(2)J.C. Penney’s Sales PSF represents 2016 data.

 

The following table presents certain information relating to the lease rollover schedule at the Lakeside Shopping Center 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 10,905 0.9% 10,905 0.9% $24,002 0.1% $2.20
2017 2 2,322 0.2% 13,227 1.1% $549,668 2.3% $236.72
2018 26 52,024 4.3% 65,251 5.4% $2,442,261 10.4% $46.94
2019 15 358,007 29.6% 423,258 34.9% $3,195,857 13.6% $8.93
2020 14 30,050 2.5% 453,308 37.4% $1,729,215 7.4% $57.54
2021 11 63,990 5.3% 517,298 42.7% $2,088,586 8.9% $32.64
2022 12 235,698 19.5% 752,996 62.2% $3,021,892 12.9% $12.82
2023 11 24,888 2.1% 777,884 64.2% $1,747,188 7.5% $70.20
2024 7 30,568 2.5% 808,452 66.7% $1,613,418 6.9% $52.78
2025 13 53,657 4.4% 862,109 71.2% $2,613,729 11.2% $48.71
2026 4 7,183 0.6% 869,292 71.8% $603,132 2.6% $83.97
2027 5 25,274 2.1% 894,566 73.8% $1,267,383 5.4% $50.15
Thereafter 6 286,784 23.7% 1,181,350 97.5% $2,528,633 10.8% $8.82
Vacant 0 29,999 2.5% 1,211,349 100.0% $0 0.0% $0.00
Total/Weighted Average 132(4) 1,211,349 100.0%     $23,424,962 100.0% $19.83

 

(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)MiMi’s Kids Boutique, Starbucks and Maggie G operate under two leases each.

 

The following table presents historical occupancy percentages at the Lakeside Shopping Center Property:

 

Historical Occupancy

 

12/31/2013(1)

12/31/2014(1)

12/31/2015(1)

12/31/2016(1)

6/1/2017(2)(3)

98.3% 97.1% 98.2% 98.9% 97.5%

 

(1)Information obtained from the borrower.

(2)Information obtained from the underwritten rent roll.

(3)As of June 1, 2017, the Lakeside Shopping Center Property was 97.5% leased and 92.7% occupied by 129 tenants.

 

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

 

145

 

 

LAKESIDE SHOPPING CENTER

 

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 Lakeside Shopping Center Property:

 

Cash Flow Analysis

 

  2014 2015 2016 TTM 3/31/2017 U/W % of U/W Effective Gross
Income
U/W $
per SF
Base Rent $22,511,952 $22,224,455 $22,643,543 $22,644,279 $23,424,962(1)(2) 71.6% $19.34
Total Reimbursables 7,819,042 7,732,795 7,909,595 7,853,546 7,415,542 22.7 6.12
Percentage Rent Income(3) 1,904,324 1,892,475 1,601,600 1,558,077 1,462,657 4.5 1.21
Other Income(4) 413,733 556,196 460,051 447,054 410,556 1.3 0.34
Less Vacancy & Credit Loss

0

0

0

0

0(2)

0.0

0.00

Effective Gross Income $32,649,051 $32,405,920 $32,614,789 $32,502,956 $32,713,717 100.0% $27.01
               
Total Operating Expenses $12,900,841 $13,228,233 $13,589,313 $13,680,575 $12,933,343 39.5% $10.68
 

 

 

 

 

 

 

 

Net Operating Income $19,748,210 $19,177,687 $19,025,476 $18,822,381 $19,780,375 60.5% $16.33
Capital Expenditures 0 0 0 0 242,270 0.7 0.20
TI/LC

0

0

0

0

1,230,800

3.8

1.02

Net Cash Flow $19,748,210 $19,177,687 $19,025,476 $18,822,381 $18,307,305 56.0% $15.11
               
NOI DSCR(5) 2.95x 2.87x 2.84x 2.81x 2.96x    
NCF DSCR(5) 2.95x 2.87x 2.84x 2.81x 2.74x    
NOI DY(5) 11.3% 11.0% 10.9% 10.8% 11.3%    
NCF DY(5) 11.3% 11.0% 10.9% 10.8% 10.5%    

 

(1)U/W Base Rent includes contractual rent steps through July 30, 2018.

(2)The Lakeside Shopping Center Property was 97.5% leased and 92.7% occupied by 129 tenants as of June 1, 2017. All outstanding rent concessions and gap rent have been reserved at origination of the Lakeside Shopping Center Whole Loan. The underwritten economic vacancy is included in the U/W Base Rent.

(3)Percentage Rent Income represents overage rent in addition to base rent for gross tenant sales above a threshold. U/W Percentage Rent Income is based on the trailing 12-month period ending April 30, 2017.

(4)Other income includes income from rubbish removal, advertising, storage and other miscellaneous income.

(5)Debt service coverage ratios and debt yields are based on the Lakeside Shopping Center Whole Loan.

 

The following table presents certain information relating to comparable properties to the Lakeside Shopping Center Property:

 

Competitive Set(1)

 

 

Lakeside Shopping
Center

(Subject)

Clearview Mall The Esplanade The Shops at Canal Place Oakwood Center
Location Metairie, LA Metairie, LA Kenner, LA New Orleans, LA Gretna, LA
Distance from Subject -- 1.6 miles 5.5 miles 6.7 miles 9.2 miles
Property Type Super-Regional Mall Super-Regional Mall Super-Regional Mall Specialty Center Super-Regional Mall
Year Built/Renovated 1960/2008 1966/2002 1984/2011 1982/2006 1966/2007
Anchors Dillard’s, Macy’s, JC Penney, Dick’s Sporting Goods Target, Sears, AMC Theatres, Bed Bath & Beyond Dillard’s, Target, The Grand Theatre Image Saks Fifth Avenue Dillard’s, JC Penney, Dick’s Sporting Goods, Shoe Depot/Encore
Total GLA 1,211,349 SF 700,000 SF 965,858 SF 269,376 SF 907,145 SF
Sales PSF $795 $285 $235 $625 $400
Total Occupancy 97.5% 90.0% 89.0% 98.0% 98.0%

 

(1)Information obtained from the appraisal and 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.

 

146

 

 

(THIS PAGE INTENTIONALLY LEFT BLANK)

 

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

 

147

 

 

 

No. 13 – Laguna Cliffs Marriott
 
Loan Information   Property Information
Mortgage Loan Seller: Wells Fargo Bank, National Association   Single Asset/Portfolio: Single Asset
Credit Assessment (Fitch/KBRA/Moody’s): NR/NR/NR   Property Type: Hospitality
Original Principal Balance(1): $25,000,000   Specific Property Type: Full Service
Cut-off Date Balance(1): $25,000,000   Location: Dana Point, CA
% of Initial Pool Balance: 3.4%   Size: 378 Rooms
Loan Purpose: Refinance   Cut-off Date Balance Per Room(1): $291,005
Borrower Name: Regency Laguna LP   Year Built/Renovated: 1987/2010
Borrower Sponsor: The Regents of The University of California   Title Vesting: Fee
Mortgage Rate: 4.340%   Property Manager: Interstate Management Company LLC
Note Date: November 17, 2017   3rd Most Recent Occupancy (As of): 76.8% (12/31/2014)
Anticipated Repayment Date: NAP   2nd Most Recent Occupancy (As of): 74.4% (12/31/2015)
Maturity Date: December 11, 2027   Most Recent Occupancy (As of): 74.4% (12/31/2016)
IO Period: 120 months   Current Occupancy (As of): 76.2% (9/30/2017)
Loan Term (Original): 120 months      
Seasoning: 0 months   Underwriting and Financial Information:
Amortization Term (Original): NAP    
Loan Amortization Type: Interest-only, Balloon   4th Most Recent NOI (As of): $11,683,450 (12/31/2014)
Interest Accrual Method: Actual/360   3rd Most Recent NOI (As of): $12,074,091 (12/31/2015)
Call Protection(2): L(24),GRTR 1% or YM(91),O(5)   2nd Most Recent NOI (As of): $12,562,478 (12/31/2016)
Lockbox Type: Hard/Springing Cash Management   Most Recent NOI (As of): $13,061,454 (TTM 9/30/2017)
Additional Debt(1): Yes   U/W Revenues: $47,904,538
Additional Debt Type(1)(3): Pari Passu; Future Mezzanine   U/W Expenses: $34,334,926
      U/W NOI: $13,569,611
          U/W NCF: $11,174,385
          U/W NOI DSCR(1): 2.80x
Escrows and Reserves:         U/W NCF DSCR(1): 2.31x
          U/W NOI Debt Yield(1): 12.3%
Type: Initial Monthly Cap (If Any)   U/W NCF Debt Yield(1): 10.2%
Taxes $0 Springing(4) NAP   As-Is Appraised Value(7): $224,000,000
Insurance $0 Springing(4) NAP   As-Is Appraisal Valuation Date(7): October 25, 2017
FF&E Reserve $0 (5) NAP   Cut-off Date LTV Ratio(1) (7): 49.1%
PIP Reserve(6) $13,520,759 $0 NAP   LTV Ratio at Maturity or ARD(1) (7): 49.1%
             
               
(1)The Laguna Cliffs Marriott Whole Loan (as defined below), which had an original principal balance of $110,000,000, is comprised of two pari passu notes (Notes A-1 and A-2). The controlling Note A-1 had an original principal balance of $85,000,000 and is expected to be contributed to the BANK 2017-BNK9 trust. The non-controlling Note A-2 had an original principal balance of $25,000,000, has an outstanding principal balance of $25,000,000 as of the Cut-Off Date and will be contributed to the WFCM 2017-C42 Trust. All statistical information related to balances per square foot, loan-to-value ratios, debt service coverage ratios and debt yields are based on the Laguna Cliffs Marriott Whole Loan.

(2)Yield Maintenance is not required for any prepayment made in order to cure a net cash flow debt service coverage ratio based cash management trigger (“DSCR Trigger”). A DSCR Trigger occurs when the net cash flow debt service coverage ratio (including any applicable mezzanine debt, and based on a hypothetical 30-year amortization period) is less than 1.20x at the end of any calendar quarter.

(3)The borrower may enter into a mezzanine loan secured by direct or indirect ownership interests in the borrower subject to the satisfaction of certain conditions, including: (i) no event of default has occurred and is continuing, (ii) the combined loan-to-value ratio does not exceed the combined loan-to-value ratio at closing, (iii) the combined debt service coverage ratio is not less than the combined debt service coverage ratio at closing, (iv) the combined debt yield is not less than the combined debt yield at closing, (v) the mezzanine loan must be a fixed rate loan and must be coterminous with Laguna Cliffs Marriott Whole Loan or freely prepayable without any premium or penalty from and after the maturity date of the Laguna Cliffs Marriott Mortgage Loan, (vi) the mortgage and mezzanine lenders enter into an intercreditor agreement and (vii) delivery of rating agency confirmation.

(4)Ongoing monthly reserves for taxes and insurance are not required as long as (i) with respect to taxes, the Laguna Cliffs Marriott Borrower provides the lender with evidence that the Laguna Cliffs Marriott Property taxes have been paid; (ii) with respect to insurance premiums, the Laguna Cliffs Marriott Borrower provides the lender with evidence that the Laguna Cliffs Marriott Property is insured via an acceptable blanket policy and such policy is in full force and effect; and (iii) no Cash Trap Event Period has occurred and is continuing. A “Cash Trap Event Period” will commence upon the earlier of (i) the occurrence of an event of default; or (ii) the debt service coverage ratio (including any applicable mezzanine debt, and based on a hypothetical 30-year amortization period) being less than 1.20x at the end of any calendar quarter; provided, however, that the Laguna Cliffs Marriott Borrower may make a voluntary prepayment without yield maintenance or prepayment premium in an amount sufficient to reduce the outstanding principal balance of the Laguna Cliffs Marriott Loan to prevent such debt service coverage ratio trigger.

(5)Ongoing monthly reserves for FF&E reserve are required at the amount of $197,783 for the first month and thereafter an amount equal to 1/12 of 5% of the operating income of the preceding calendar year.

(6)The Laguna Cliffs Marriott Borrower deposited $13,520,759 ($35,769/room) for the initial PIP reserve. The total estimated cost of the PIP is approximately $18.5 million; however, the borrower has already incurred approximately $5.1 million in costs.

(7)The LTV shown is based on the appraiser’s Hypothetical Value Upon Completion, which assumes certain outstanding PIP work has been completed. The related PIP work was reserved for upon the origination of the Laguna Cliffs Property Whole Loan. Based on the as-is appraised value of $197,700,000 (as of October 25, 2017), the Cut-off Date LTV Ratio is approximately 55.6%.

 

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.

 

148

 

 

LAGUNA CLIFFS MARRIOTT

 

 

The Laguna Cliffs Marriott Mortgage Loan is part of a whole loan (the “Laguna Cliffs Marriott Whole Loan”) that is evidenced by two promissory notes (Notes A-1 and A-2) secured by a first mortgage encumbering the fee interest in a 378-room full service hotel located in Dana Point, California (the “Laguna Cliffs Marriott Property”). See “Description of the Mortgage Pool—The Whole Loans—Laguna Cliffs Marriott Whole Loan” and “Pooling and Servicing Agreement” in the Preliminary Prospectus.

 

Note Summary

 

Notes Original Balance   Note Holder Controlling Interest
A-1 $85,000,000   BANK 2017-BNK9 (expected) Yes
A-2 $25,000,000   WFCM 2017-C42 No
Total $110,000,000      

 

Sources and Uses

 

Sources         Uses      
Original loan amount $110,000,000   100.0%   Loan Payoff $89,615,334   81.5%
          PIP Reserve(1) 13,520,759   12.3
          Return of Equity 4,872,812   4.4
          Closing Costs 1,991,094   1.8
Total Sources $110,000,000   100.0%   Total Uses $110,000,000   100.0%

 

(1)The total estimated cost of the PIP is approximately $18.5 million; however, the borrower has already incurred approximately $5.1 million in costs.

 

The Laguna Cliffs Marriott Property, known as the Marriott Laguna Cliffs Resort & Spa Dana Point, consists of a 378-room full-service resort hotel located atop a cliff overlooking the Pacific Ocean and Dana Point Harbor in Dana Point, California. The Laguna Cliffs Marriott Property comprises one expansive four-story building connected by a series of walkways that features Victorian-style architecture with red gabled roofs. The Laguna Cliffs Marriott Property is one of only two Marriott hotels located directly along the coast in Orange County. The Laguna Cliffs Marriott Property contains 198 king guestrooms, 164 double guestrooms, 11 one-bedroom suites, 4 studio suites and 1 king suite. Since 2004, the property has undergone various upgrades and renovations, including the construction of the 14,000 square foot spa and 30 additional guestrooms in 2004, and an approximately $21.0 million ($55,555 per room) renovation in 2008. This 2008 renovation included upgrades to the guestrooms, meeting space and swimming pool facilities. An additional $18.5 million property improvement plan (“PIP”) ($48,942 per room) is expected to include a complete renovation of guestrooms, guestroom bathrooms and corridors, as well as the refurbishment of the meeting space and restaurants. Work has commenced on the Laguna Cliffs Marriott Property with room renovations expected to begin in December 2017 with completion planned for May 2018.

 

The Laguna Cliffs Marriott Property offers two full-service restaurants, two outdoor swimming pools with whirlpools and a splash playground, fitness center, on-site rental station for bicycles, boogie boards and surfboards, full-service spa, tennis court, children’s center, and a car-rental service. The spa at the Laguna Cliffs Marriott Property features men’s & women’s saunas and steam rooms, indoor whirlpool, relaxation area and a hair salon. The Laguna Cliffs Marriott Property contains approximately 18,654 square feet of indoor meeting space plus 18,500 square feet of outdoor meeting space. The Laguna Cliffs Marriott Property includes a 462-space valet garage (1.2 spaces per key). According to the appraisal, the Laguna Cliffs Marriott Property generates approximately 60% of its room revenue from transient demand and 40% from meeting and group demand. The hotel franchise agreement with Marriott International, Inc. expires on April 17, 2020.

 

The Laguna Cliffs Marriott Property is located in Dana Point, California, just west of the Pacific Coast Highway. The Laguna Cliffs Marriott Property is located approximately 65 miles north of San Diego, 59 miles south of Los Angeles, and 25 miles south of the Orange County John Wayne Airport. According to the appraisal, Dana Point is one of Southern California’s iconic coastal destinations and is bordered by the cities of Laguna Niguel and Laguna Beach to the north, San Juan Capistrano to the east, and San Clemente to the south. Dana Point, California is well known for its beaches and modern 2500-slip yacht harbor, located 0.4 miles southwest of the Laguna Cliffs Marriott Property. Since 1972, the Dana Point Harbor has hosted the annual Festival of Whales that attracts approximately 100,000 visitors over two weekends each December. The Dana Point Harbor is expected to undergo a $200 million redevelopment via a private-public partnership. The project is expected to include more than 116,000 square feet of commercial retail space, including restaurant and outdoor dining, retail and market hall/food court, marine related retail, office space and a surfing museum. Construction on street improvements began in July 2017, and the remainder of the project is expected to commence in January 2018 with construction scheduled for December 2018 to December 2025.

 

Dana Point offers year-round outdoor recreation opportunities, such as Doheny State Beach, one of California’s most popular beach facilities with over two million visitors per year, located approximately 0.4 miles southeast of the Laguna Cliffs Marriott Property. Doheny State Beach comprises 62 acres of open space and offers camping, picnicking, swimming, surfing, bicycling, whale watching, and tide pool exploration. Other beaches in Dana Point include Salt Creek Beach, Monarch Beach, Dana Strands Beach, Baby Beach, Poche Beach and Capistrano County Beach, all of which are within 3.2 miles of the Laguna Cliffs Marriott Property. According to a third party market report, the estimated 2017 population within a three- and five-mile radius of the Laguna Cliffs Marriott Property was 66,580 and 151,000, respectively. The average household income within the same radii was $136,567 and $140,958, 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.

 

149

 

 

LAGUNA CLIFFS MARRIOTT

 

 

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 Laguna Cliffs Marriott Property:

 

Cash Flow Analysis

 

  2015   2016   TTM
9/30/2017
  U/W   % of
U/W
Total
Revenue
  U/W $
per Room
 
Occupancy 74.4%   74.4%   76.2%   76.2%          
ADR $215.08   $213.13   $223.02   $227.00          
RevPAR $160.00   $158.53   $169.91   $172.95          
                         
Room Revenue $22,074,831   $21,931,962   $23,442,914   $23,861,275   49.8%   $63,125  
F&B Revenue 17,439,933   17,253,690   18,232,507   18,232,507   38.1   $48,234  
Other Revenue(1) 5,072,434   5,444,253   5,810,756   5,810,756   12.1   $15,372  
Total Revenue

$44,587,198

 

$44,629,905

 

$47,486,177

 

$47,904,538

 

100.0%

 

$126,732

 
                         
Total Department Expenses

17,505,378

 

17,086,824

 

18,562,248

 

18,672,444

 

39.0

 

49,398

 
Gross Operating Profit $27,081,820   $27,543,081   $28,923,929   $29,232,094   61.0%   $77,334  
                         
Total Undistributed Expenses

12,516,439

 

12,443,771

 

13,337,531

 

13,279,210

 

27.7

 

35,130

 
Profit Before Fixed Charges $14,565,381   $15,099,310   15,586,398   $15,952,884   33.3%   $42,203  
                         
Total Fixed Charges

2,491,290

 

2,536,832

 

2,524,944

 

2,383,272

 

5.0

 

6,305

 
                         
Net Operating Income $12,074,091   $12,562,478   $13,061,454   $13,569,611   28.3%   $35,898  
FF&E

0

 

0

 

0

 

2,395,227

 

5.0

 

$6,337

 
Net Cash Flow $12,074,091   $12,562,478   $13,061,454   $11,174,385   23.3%   $29,562  
                         
NOI DSCR(2) 2.49x   2.60x   2.70x   2.80x          
NCF DSCR(2) 2.49x   2.60x   2.70x   2.31x          
NOI DY(2) 11.0%   11.4%   11.9%   12.3%          
NCF DY(2) 11.0%   11.4%   11.9%   10.2%          
                         

 

(1)Other Revenue consists of parking, spa and health club income, resort fees, and miscellaneous income.
(2)Calculated based on the Laguna Cliffs Marriott Whole Loan.

 

The following table presents certain information relating to the Laguna Cliffs Marriott Property’s competitive set:

 

Subject and Market Historical Occupancy, ADR and RevPAR(1)(2)

 

 

Competitive Set

 

Laguna Cliffs Marriott 

 

Penetration Factor

 

Year

Occupancy

 

ADR

 

RevPAR

 

Occupancy

 

ADR 

 

RevPAR 

 

Occupancy

 

ADR 

 

RevPAR 

 
TTM 9/30/2015 79.5%   $210.65   $167.49   74.8%   $213.36   $159.62   94.1%   101.3%   95.3%  
 TTM 9/30/2016 78.8%   $216.83   $170.83   72.5%   $211.54   $153.34   92.0%   97.6%   89.8%  
 TTM 9/30/2017 79.8%   $221.19   $176.48   76.2%   $223.02   $169.91   95.5%   100.8%   96.3%  

 

(1)Information obtained from a third party hospitality report dated October 17, 2017. The competitive set includes the following hotels: Marriott Newport Beach Hotel and Spa, Hyatt Regency Newport Beach, Rancho Bernardo Inn, Hilton La Jolla Torrey Pines, Hilton Huntington Beach Waterfront Resort, Balboa Bay Resort, and Hyatt Regency Huntington Beach and Spa.

(2)Variances between the underwriting, the appraisal and the above table with respect to Occupancy, ADR and RevPAR at the Laguna Cliffs Marriott Property are attributable to variances in reporting methodologies and/or timing differences.

 

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

 

150

 

 

(THIS PAGE INTENTIONALLY LEFT BLANK)

 

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

 

151

 

  

No. 14 – One Lakeshore Center
 
Loan Information   Property Information
Mortgage Loan Seller: Well Fargo Bank, National Association   Single Asset/Portfolio: Single Asset
Credit Assessment (Fitch/KBRA/Moody’s): NR/NR/NR   Property Type: Office
Original Principal Balance: $23,950,000   Specific Property Type: Suburban
Cut-off Date Principal Balance: $23,950,000   Location: Ontario, CA
% of Initial Pool Balance: 3.2%   Size: 176,813 SF
Loan Purpose: Acquisition  

Cut-off Date Balance Per SF: 

$135.45
Borrower Name: MGR Holdings 1, LLC   Year Built/Renovated: 1990/NAP
Borrower Sponsor: Michael G. Rademaker   Title Vesting: Fee
Mortgage Rate: 4.570%   Property Manager: Self-managed
Note Date: November 17, 2017   4th Most Recent Occupancy(3): NAV
Anticipated Repayment Date: NAP   3rd Most Recent Occupancy (As of): 78.4% (12/31/2014)
Maturity Date: December 11, 2027   2nd Most Recent Occupancy (As of): 79.8% (12/31/2015)
IO Period: 60 months   Most Recent Occupancy (As of): 83.6% (12/31/2016)
Loan Term (Original): 120 months   Current Occupancy (As of)(3): 93.8% (11/2/2017)
Seasoning: 0 months      
Amortization Term (Original): 360   Underwriting and Financial Information:
Loan Amortization Type: Interest-only, Amortizing Balloon   4th Most Recent NOI (As of): $1,409,099  (12/31/2014)
Interest Accrual Method: Actual/360   3rd Most Recent NOI (As of): $1,399,089 (12/31/2015)
Call Protection: L(24),GRTR 1% or YM(92),O(4)   2nd Most Recent NOI (As of): $1,550,209 (12/31/2016)
Lockbox Type: Springing   Most Recent NOI (As of): $1,793,697 (TTM 9/30/2017)
Additional Debt(1): Yes      
Additional Debt Type(1): Future Mezzanine   U/W Revenues: $4,360,162
      U/W Expenses: $1,860,813
      U/W NOI: $2,499,349
      U/W NCF: $2,237,364
Escrows and Reserves:     U/W NOI DSCR : 1.70x
          U/W NCF DSCR : 1.52x
Type: Initial Monthly Cap (If Any)   U/W NOI Debt Yield : 10.4%
Taxes $99,810 $33,270 NAP   U/W NCF Debt Yield : 9.3%
Insurance $9,194 $4,597 NAP   As-Is Appraised Value: $36,850,000
Replacement Reserves $0 $7,073 NAP   As-Is Appraisal Valuation Date: August 30, 2017
TI/LC Reserves $500,000 $22,102 $500,000   Cut-off Date LTV Ratio: 65.0%
Rent Concession Reserve $37,854 $0 NAP   LTV Ratio at Maturity or ARD: 59.5%
Springing Farmers Reserve(2) $0 Springing NAP      
             
               
(1)The owner of the borrower is permitted to incur mezzanine debt secured by 100% of its ownership interests in the borrower, provided certain conditions are met, including but not limited to (i) the combined debt service coverage ratio is equal to or greater than 1.33x; (ii) the combined loan-to-value ratio does not exceed 65%; (iii) the delivery of an intercreditor agreement in form and substance acceptable to lender; and (iv) rating agency confirmation with respect to the proposed mezzanine financing.

(2)The borrower is required to deposit an amount equal to $500,000 upon the earlier of (i) Farmers Insurance giving written notice of its intent not to renew or extend its lease or (ii) the tenant’s lease expiration date (July 31, 2018).

(3)See “Historical Occupancy” section below.

 

The One Lakeshore Center mortgage loan is evidenced by a single promissory note that is secured by a first mortgage encumbering the borrower’s fee interest in an office complex totaling 176,813 square feet and located in Ontario, California (the “One Lakeshore Center Property”), within the Centrelake Business Park. Constructed in 1990 on a 6.7-acre site, the One Lakeshore Center Property consists of one 8-story office building, one 2-story office building and a 2-level concrete parking garage. The two office buildings share approximately 161 surface parking spaces and 458 garage spaces for a total of 619 parking spaces, resulting in a parking ratio of 3.5 spaces per 1,000 square feet of rentable area. The Riverside-San Bernardino-Ontario Metropolitan Statistical Area (“Inland Empire MSA”) has a 2016 estimated population of 4.5 million people; while the 2016 estimated average household income is $75,777. As of November 2, 2017 the One Lakeshore Center Property was 93.8% occupied by 29 tenants.

 

According to a third party research report, the One Lakeshore Center Property is located in the Airport Area office submarket of the Inland Empire office market. As of the third quarter of 2017 the Airport Area office submarket contained a total inventory of 13.1 million square feet with a vacancy rate of 8.0%. The appraiser concluded to an average market rent at the One Lakeshore Center Property of $27.00 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.

 

152

 

 

ONE LAKESHORE CENTER

 

 

Sources and Uses

 

Sources         Uses      
Original loan amount $23,950,000   62.8%   Purchase price $36,850,000   96.6%
Sponsor’s new cash contribution 14,189,964     37.2   Reserves 646,858   1.7   
          Closing costs 643,106   1.7   
Total Sources $38,139,964   100.0%   Total Uses $38,139,964   100.0%

 

The following table presents certain information relating to the tenancies at the One Lakeshore Center 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            
Farmers Insurance(3) NR/A2/A 27,049 15.3% $27.60 $746,553 17.0% 7/31/2018(4)
Marcus & Millichap NR/NR/NR 13,163 7.4% $25.18 $331,397 7.6% 11/30/2020(5)
Regus (RGN Ontario) NR/NR/NR 12,733 7.2% $26.04 $331,567 7.6% 8/31/2022(6)
McCune Wright LLP(7) NR/NR/NR 11,404 6.4% $26.73 $304,882 7.0% 1/31/2022(8)
Body Contour Centers NR/NR/NR 10,771 6.1% $28.68 $308,861 7.0% 1/31/2028(9)
Total Major Tenants 75,120 42.5% $26.93 $2,023,260 46.2%  
             
Non-Major Tenants 90,696 51.3% $26.01 $2,358,923 53.8%  
               
Occupied Collateral Total   165,816 93.8% $26.43 $4,382,183 100.0%  
               
Vacant Space   10,997 6.2%        
               
Collateral Total 176,813 100.0%        
               

 

(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 November 2018.

(3)Farmers Insurance is currently not utilizing approximately 5,000-6,000 square feet of its space.

(4)Farmers Insurance has one, 5-year lease renewal option.

(5)Marcus & Millichap has one, 5-year lease renewal option.

(6)Regus (RGN Ontario) has one, 5-year lease renewal option.

(7)McCune Wright LLP is currently not utilizing approximately 2,000-3,000 square feet of its space.

(8)McCune Wright LLP has one, 5-year lease renewal option.

(9)Body Contour Centers has one, 5-year lease 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.

 

153

 

 

ONE LAKESHORE CENTER

 

 

The following table presents certain information relating to the lease rollover schedule at the One Lakeshore Center 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 0 0 0.0% 0 0.0% $0 0.0% $0.00
2017 1 2,504 1.4% 2,504 1.4% $0 0.0% $0.00
2018 6 34,665 19.6% 37,169 21.0% $939,674 21.4% $27.11
2019 2 10,097 5.7% 47,266 26.7% $260,848 6.0% $25.83
2020 9 44,292 25.1% 91,558 51.8% $1,183,247 27.0% $26.71
2021 5 19,038 10.8% 110,596 62.5% $512,896 11.7% $26.94
2022 7 44,449 25.1% 155,045 87.7% $1,176,657 26.9% $26.47
2023 0 0 0.0% 155,045 87.7% $0 0.0% $0.00
2024 0 0 0.0% 155,045 87.7% $0 0.0% $0.00
2025 0 0 0.0% 155,045 87.7% $0 0.0% $0.00
2026 0 0 0.0% 155,045 87.7% $0 0.0% $0.00
2027 0 0 0.0% 155,045 87.7% $0 0.0% $0.00
Thereafter 1 10,771 6.1% 165,816 93.8% $308,861 7.0% $28.68
Vacant 0 10,997 6.2% 176,813 100.0% $0 0.0% $0.00
Total/Weighted Average 31 176,813 100.0%     $4,382,183 100.0% $26.43

 

(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 One Lakeshore Center Property:

 

Historical Occupancy

 

12/31/2013(1)

12/31/2014(2)

12/31/2015(2) 

12/31/2016(2) 

11/2/2017(3)(4) 

NAV 78.4% 79.8% 83.6% 93.8%

 

(1)Historical Occupancy prior to 2014 is not available, as the borrower recently acquired the One Lakeshore Center Property and such information was not provided by the seller.

(2)Information obtained from the borrower.

(3)Information obtained from the underwritten rent roll.

(4)Since March 2017, the seller signed new leases with three tenants accounting for 11.5% of the net rentable area.

 

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 One Lakeshore Center Property:

 

Cash Flow Analysis

 

  2014   2015   2016   TTM 9/30/2017   U/W   % of U/W Effective Gross Income   U/W $ per
SF
Base Rent $2,934,172   $3,024,009   $3,183,590   $3,530,889   $4,382,183     100.5   $24.78
Grossed Up Vacant Space 0   0   0   0   296,919     6.8   1.68
Total Reimbursement 71,957   52,810   117,702   191,077   120,891     2.8   0.68
Other Income(1) 30,245   20,264   24,765   45,062   28,079     0.6   0.16
Less Vacancy & Credit Loss

0

 

0

 

0

 

0

 

(467,910)

(2)  

(10.7)

 

(2.65)

Effective Gross Income $3,036,374   $3,097,083   $3,326,057   $3,767,028   $4,360,162     100.0%   $24.66
                             
Total Operating Expenses $1,627,275   $1,697,994   $1,775,848   $1,973,331   $1,860,813     42.7%   $10.52
                             
Net Operating Income $1,409,099   $1,399,089   $1,550,209   $1,793,697   $2,499,349 (3)   57.3%  

$14.14

Capital Expenditures 0   0   0   0   84,870     1.9   0.48
TI/LC 0   0   0   0   177,115     4.1   1.00
Net Cash Flow

$1,409,099

 

$1,399,089

 

$1,550,209

 

$1,793,697

 

$2,237,364

   

51.3%

 

$12.65

                             
NOI DSCR 0.96x   0.95x   1.06x   1.22x   1.70x          
NCF DSCR 0.96x   0.95x   1.06x   1.22x   1.52x          
NOI DY 5.9%   5.8%   6.5%   7.5%   10.4%          
NCF DY 5.9%   5.8%   6.5%   7.5%   9.3%          

 

(1)Other income includes parking, fees and other miscellaneous income.

(2)The underwritten economic vacancy is 10.0%. The One Lakeshore Center Property was 93.8% physically occupied as of November 2, 2017.

(3)U/W Net Operating Income is higher than TTM 9/30/2017 due primarily to new leases being signed with three tenants since March 2017 accounting for 11.5% of the net rentable area and 13.4% of underwritten base rent.

 

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

 

154

 

 

ONE LAKESHORE CENTER

 

 

The following table presents certain information relating to comparable Office leases for the One Lakeshore Center Property:

 

Comparable Office Leases(1)

 

Property Name/Location Year Built/
Renovated
Stories Total
GLA
(SF)
Distance
from
Subject
Tenant Name

Lease Date

/ Term

Lease
Area
(SF)
Annual
Base
Rent PSF
Lease
Type
                   

Ontario Airport Towers

2855 E. Guasti Road

Ontario, CA

2008/NAP 6 147,728 0.6 miles PBK, Inc.

March 2016

/ 5.0 Yrs

3,807 $28.20 Gross

Empire Towers I

3633 Inland Empire Blvd.

Ontario, CA

1991/NAP 9 178,021 1.2 miles Robert Half International

August 2017

/ 3.0 Yrs

7,531 $27.00 Gross

Empire Towers I

3633 Inland Empire Blvd.

Ontario, CA

1991/NAP 9 178,021 1.2 miles King & Associates

July 2017

/ 3.0 Yrs

2,166 $27.00 Gross

Empire Towers V

3990 Concours St. Ontario, CA

2007/NAP 5 124,529 1.5 miles Bank of California

February 2017

/ 3.0 Yrs

6,662 $26.40 Gross

Empire Towers IV

3800 Concours St. Ontario, CA

2004/NAP 3 75,651 1.3 miles National University

October 2017

/ 3.0 Yrs

12,902 $25.20 Gross

Centrelake/Havengate

3401 Centrelake Drive

Ontario, CA

1989/NAP 6 194,158 0.3 miles NCS Pearson Inc

August 2017

/ 3.0 Yrs

1,778 $26.99 Gross

 

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

 

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

 

155

 

 

 

No. 15 – River Park I
 
Loan Information   Property Information
Mortgage Loan Seller: Starwood Mortgage Funding II LLC   Single Asset/Portfolio: Single Asset
Credit Assessment (Fitch/KBRA/Moody’s): NR/NR/NR   Property Type: Office
Original Principal Balance: $20,300,000   Specific Property Type: Suburban
Cut-off Date Balance: $20,300,000   Location: Conshohocken, PA
% of Initial Pool Balance: 2.7%   Size: 167,663 SF
Loan Purpose: Acquisition   Cut-off Date Balance Per SF: $121.08
Borrower: FDS River Park I, LLC   Year Built/Renovated: 1950/1999
Borrower Sponsors: FD Stonewater, LLC; Jeffery Toporek;   Title Vesting: Fee
  Richard Mann; David Stade; Claiborne   Property Manager: BPG Real Estate Services LLC
  Williams; Joseph Delogu; David   4th Most Recent Occupancy (As of): 91.9% (12/31/2013)
  Alperstein; Andrew Schwartzman   3rd Most Recent Occupancy (As of): 91.9% (12/31/2014)
Mortgage Rate(1): 4.478%   2nd Most Recent Occupancy (As of): 91.9% (12/31/2015)
Note Date: November 20, 2017   Most Recent Occupancy (As of): 91.9% (12/31/2016)
Anticipated Repayment Date(2): December 6, 2027   Current Occupancy (As of)(4): 100.0% (10/1/2017)
Maturity Date(2): December 6, 2029      
IO Period: None      
Loan Term (Original): 120 months    
Seasoning: 0 months   Underwriting and Financial Information:
Amortization Term (Original): 360 months      
Loan Amortization Type: Amortizing ARD   4th Most Recent NOI (As of): $1,807,973 (12/31/2014)
Interest Accrual Method: Actual/360   3rd Most Recent NOI (As of): $2,269,144 (12/31/2015)
Call Protection: L(18),GRTR 1% or YM(97),O(5)   2nd Most Recent NOI (As of): $2,045,940 (12/31/2016)
Lockbox Type: Hard/Upfront Cash Management   Most Recent NOI (As of): $2,276,387 (TTM 8/31/2017)
Additional Debt: None      
Additional Debt Type: NAP   U/W Revenues: $3,904,424
      U/W Expenses: $1,544,611
          U/W NOI: $2,359,814
          U/W NCF: $2,068,894
Escrows and Reserves:         U/W NOI DSCR: 1.92x
          U/W NCF DSCR: 1.68x
Type: Initial Monthly Cap (If Any)   U/W NOI Debt Yield: 11.6%
Taxes $107,943 $27,944 NAP   U/W NCF Debt Yield: 10.2%
Insurance $29,345 $3,668 NAP   As-Is Appraised Value(5): $34,100,000
Replacement Reserves $0 $3,743 NAP   As-Is Appraisal Valuation Date(5): September 20, 2017
Other(3) $4,175,948 $0 NAP   Cut-off Date LTV Ratio: 59.5%
          LTV Ratio at Maturity or ARD: 48.1%
             

 

(1)The River Park I Mortgage Loan (as defined below) is structured to comply with Islamic Law (Shari’ah). Please refer to “Risks Relating to the Mortgage Loans–Risks Relating to Shari’ah Compliant Loans” in the preliminary prospectus.

(2)Interest on the River Park I Mortgage Loan accrues at an interest rate of 4.478% per annum (the “Initial Interest Rate”) through the anticipated repayment date of December 6, 2027. After the anticipated repayment date, if the River Park I Mortgage Loan remains outstanding, (a) all excess cash flow with respect to the River Park I Property (as defined below) is required to be applied to repay the River Park I mortgage loan and (b) the River Park I Mortgage Loan will accrue interest at an interest rate equal to the sum of (x) the Initial Interest Rate plus (y) 4.000% (“Extended Term Interest Rate”) through the final maturity date of December 6, 2029, with all interest accrued over the Extended Term Interest Rate deferred and due and payable with the repayment of the River Park I Mortgage Loan in full.

(3)The Upfront Other Reserve represents $3,446,661 for outstanding tenant improvement obligations for Reimbursement Technologies, Inc. (“RTI”), $574,972 for an HVAC reserve and $154,495 for a RTI free rent reserve.

(4)RTI leases 164,613 square feet at the River Park I Property. RTI currently occupies 151,031 square feet and has a signed lease to expand into an additional 13,582 square feet. RTI is expected to take possession of the expansion space in January 2018 and commence paying rent in July 2018. The borrower deposited a rent gap reserve equal to six months’ rent ($154,495) at origination.

(5)The appraiser concluded to an “as-is” appraised value based on a hypothetical condition of $34,100,000 with an appraisal valuation date of September 20, 2017. The “as-is” appraised value based on a hypothetical condition assumes the lease-up costs related to RTI’s expansion space are fully escrowed at closing. At origination of the River Park I mortgage loan, the borrower deposited $3,446,661 for outstanding tenant improvements, $574,972 for capital expenditures related to HVAC replacement and $154,495 for a RTI free rent reserve. The “as-is” appraised value is $30,900,000 with a valuation date of September 20, 2017. The Cut-off Date LTV Ratio and LTV Ratio at Maturity based on the “as-is” appraised value are 65.7% and 53.1%, respectively.

 

The mortgage loan (the “River Park I Mortgage Loan”) is evidenced by a single promissory note secured by the fee interest in a two-building, one- and four-story office complex located in Conshohocken, Pennsylvania (the “River Park I Property”). The River Park I Property was developed in two phases, with the original one-story building built in 1950 and the second four-story building developed in 1999. The River Park I Property consists of 167,663 square feet and is situated on a 14.4-acre site. The River Park I Property serves as the headquarters and primary location for RTI. An original occupant of the building following the 1999 renovation, the company moved to the River Park I Property in 2000, largely due to the light rail access. RTI originally occupied approximately 80,000 square feet, expanding to approximately 119,000 square feet in 2008. Following several additional expansions, including its most recent in January 2017, RTI is now leasing 98.2% of the River Park I Property and 164,613 square feet in total. RTI, a division

 

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

 

156

 

 

RIVER PARK I

 

of Envision Healthcare (NYSE: EVHC), was founded in Conshohocken in 1991 to provide comprehensive service-oriented billing and financial management services primarily to emergency department physicians. Since then, RTI has grown into a firm with more than 740 employees and processes the billing for over nine million emergency patients annually for physicians in 35 states.

 

Envision Healthcare is a provider of physician outsourcing services focused on emergency medicine, hospitalists, anesthesiology, radiology and neonatology. The company is also a operator of more than 250 ambulatory surgery centers. The River Park I Property contains 670 surface parking spaces, resulting in a parking ratio of 4.0 spaces per 1,000 square feet of rentable area. As of October 1, 2017, the River Park I Property was 100.0% occupied by two tenants.

 

The River Park I Property is located in Conshohocken, Pennsylvania, within the Conshohocken office submarket of the greater Philadelphia metro market. The River Park I Property benefits from its proximity to the Miquon SEPTA Station, part of the Regional Norristown train line which connects Center City Philadelphia to Norristown, Pennsylvania, which is about seven miles northwest of the River Park I Property. According to the appraisal, the estimated 2017 population within a one, three and five-mile radius of the River Park I Property was 3,326, 66,868, and 255,174, respectively; and the median household income within the same radii was $194,073, $92,497 and $82,622, respectively.

 

Sources and Uses

 

Sources       Uses    
Original loan amount $20,300,000 56.6%   Purchase price $30,640,000 85.4%
Sponsor’s new cash contribution 15,558,758 43.4      Reserves 4,313,236 12.0   
        Closing costs 905,522 2.5   
             
Total Sources $35,858,758 100.0%   Total Uses $35,858,758 100.0%

 

The following table presents certain information relating to the tenancy at the River Park I Property:

 

Major Tenant

 

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 Tenant          
RTI(3) NR/B3/BB- 164,613 98.2% $22.75 $3,744,946 99.7% 10/31/2029(4)
Kafe Mona Lisa NR/NR/NR 3,050 1.8% $3.93 $12,000 0.3% 10/31/2018
Total Major Tenants 167,663 100.0% $22.41 $3,756,946 100.0%  
             
Non-Major Tenants 0 0.0% $0.00 $0 0.0%  
             
Occupied Collateral Total 167,663 100.0% $22.41 $3,756,946 100.0%  
             
Vacant Space   0 0.0%        
               
Collateral Total 167,663 100.0%        
               
                 
(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 June 2018, totaling $37,758.

(3)RTI currently occupies 151,031 square feet and has a signed lease to expand into an additional 13,582 square feet. RTI is expected to take possession of the expansion space in January 2018 and commence paying rent in July 2018. The borrower deposited a RTI free rent reserve equal to six months’ rent ($154,495) at origination.

(4)RTI has two, five-year lease renewal options.

 

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

 

157

 

RIVER PARK I

  

The following table presents certain information relating to the lease rollover schedule at the River Park I Property:

 

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
2017 0 0 0.0% 0 0.0% $0 0.0% $0.00
2018 1 3,050 1.8% 3,050 1.8% $12,000 0.3% $3.93
2019 0 0 0.0% 3,050 1.8% $0 0.0% $0.00
2020 0 0 0.0% 3,050 1.8% $0 0.0% $0.00
2021 0 0 0.0% 3,050 1.8% $0 0.0% $0.00
2022 0 0 0.0% 3,050 1.8% $0 0.0% $0.00
2023 0 0 0.0% 3,050 1.8% $0 0.0% $0.00
2024 0 0 0.0% 3,050 1.8% $0 0.0% $0.00
2025 0 0 0.0% 3,050 1.8% $0 0.0% $0.00
2026 0 0 0.0% 3,050 1.8% $0 0.0% $0.00
2027 0 0 0.0% 3,050 1.8% $0 0.0% $0.00
Thereafter 1 164,613 98.2% 167,663 100.0% $3,744,946 99.7% $22.75
Vacant 0 0 0.0% 167,663 100.0% $0 0.0% $0.00
Total/Weighted Average 2 167,663 100.0%     $3,756,946 100.0% $22.41

 

(1)Information obtained from the underwritten rent roll.

 

The following table presents historical occupancy percentages at the River Park I Property:

 

Historical Occupancy(1)

 

12/31/2014 

12/31/2015 

12/31/2016 

10/1/2017(2) 

91.9% 91.9% 91.9% 100.0%
       
(1)Information obtained from the underwritten rent roll.

(2)RTI currently occupies 151,031 square feet and has a signed lease to expand into an additional 13,582 square feet. RTI is expected to take possession of the expansion space in January 2018 and commence paying rent in July 2018. The borrower deposited a RTI free rent reserve equal to six months’ rent ($154,495) at origination.

 

Operating History and Underwritten Net Cash Flow. The following table presents certain information relating to the historical operating history and underwritten net cash flow at the River Park I Property:

 

Cash Flow Analysis

 

   2014  2015  2016  TTM 8/31/2017  U/W  % of U/W Effective Gross Income  U/W $ per SF
Base Rent  $2,697,829   $3,399,578   $3,211,006   $3,394,185   $3,756,946(1)  96.2%  $22.41 
Grossed Up Vacant Space  0   0   0   0   0   0.0   0.00 
Total Reimbursables  647,292   593,064   487,142   352,022   335,326   8.6   2.00 
Other Income  0   1,811   433   867   0   0.0   0.00 
Less Vacancy & Credit Loss  0   0   0   0   (187,847)(2)  (4.8)  (1.12)
Effective Gross Income  $3,345,121   $3,994,453   $3,698,581   $3,747,074   $3,904,424   100.0%  $23.29 
                             
Total Operating Expenses  $1,537,148   $1,725,309   $1,652,641   $1,470,687   $1,544,611   39.6%  $9.21 
                             
Net Operating Income  $1,807,973   $2,269,144   $2,045,940   $2,276,387   $2,359,814   60.4%  $14.07 
TI/LC  0   0   0   0   243,628   6.2   1.45 
Capital Expenditures(3)  0   0   501,188   437,572   47,292   1.2   0.28 
 Net Cash Flow  $1,807,973   $2,269,144   $1,544,752   $1,838,815   $2,068,894   53.0%  $12.34 
                             
NOI DSCR  1.47x  1.84x  1.66x  1.85x  1.92x        
NCF DSCR  1.47x  1.84x  1.25x  1.49x  1.68x        
NOI DY  8.9%  11.2%  10.1%  11.2%  11.6%        
NCF DY  8.9%  11.2%  7.6%  9.1%  10.2%        

 

(1)U/W Base Rent includes contractual rent steps through June 2018, totaling $37,758.

(2)The underwritten economic vacancy is 5.0%. The River Park I Property was 100.0% leased as of October 1, 2017.

(3)2016 and TTM 8/31/2017 Capital Expenditures include full roof replacement, HVAC replacements and façade cleaning to prepare for the sale of the asset.

 

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

 

158

 

  

RIVER PARK I

 

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

 

Comparable Leases(1)

 

Property Name/Location Distance from Subject Tenant Name Lease Date/Term Lease Area (SF)

Annual

Base

Rent PSF

Lease Type

Spring Mill Corporate Center 

1100 E. Hector Street 

Conshohocken, PA 

1.7 miles Muhlenhaupt & Company Jan. 2015 / 36 Mos. 1,960 $25.00 FSG + Electric

Millennium I 

20 Ash Street 

Conshohocken, PA

2.7 miles Stifel Nicolaus (Renewal)

Jul. 2016 / 

121 Mos.

 

18,218 $30.50 FSG + Electric

Millennium II 

225 Washington Street 

Conshohocken, PA 

2.6 miles Amerisourcebergen

Sep. 2015 / 

64 Mos.

 

35,555 $30.50 FSG + Electric

401 Plymouth Road 

401 Plymouth Road 

Plymouth Meeting, PA

4.5 miles CBIZ (Renewal)

Sep. 2016 / 

135 Mos.

 

54,552 $31.75 Gross + Electric

518 E. Township Line Road 

518 E. Township Line Road 

Blue Bell, PA

5.9 miles RSM

May 2017 / 

138 Mos.

 

45,000 $25.25 FSG + Electric

1050 Westlakes Drive 

1050 Westlakes Drive 

Berwyn, PA

12.6 miles TE Connectivity

Feb. 2018 / 

120 Mos.

 

80,134 $27.31 MG

151 S. Warner Road 

151 S. Warner Road 

Upper Merion, PA 

8.7 miles The Judge Group

Aug. 2016 / 

180 Mos.

 

84,066 $23.00 NNN

935 First Avenue 

935 First Avenue 

King of Prussia, PA 

9.8 miles Radial Inc.

Dec. 2016 / 

180 Mos.

 

103,334 $18.00 NNN

             

(1)Information obtained from the appraisal.

 

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

 

159

 

 

Wells Fargo Commercial Mortgage Trust 2017-C42 Transaction Contact Information

 

VI.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

 

Barclays Capital Inc.  
   
Daniel Vinson Tel. (212) 528-8224
   
Brian Wiele Tel. (212) 412-5780
   
Brian La Belle Tel. (212) 526-1809

 

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

 

160