FWP 1 n1277_tsr-x2.htm FREE WRITING PROSPECTUS
    FREE WRITING PROSPECTUS
    FILED PURSUANT TO RULE 433
    REGISTRATION FILE NO.: 333-206677-25
     

 

 

Free Writing Prospectus

Collateral Term Sheet

 

$658,765,419

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

 

Wells Fargo Commercial Mortgage Trust 2018-C45

as Issuing Entity

 

Wells Fargo Commercial Mortgage Securities, Inc.

as Depositor

 

Wells Fargo Bank, National Association

Barclays Bank PLC

Rialto Mortgage Finance, LLC

C-III Commercial Mortgage LLC

 

as Sponsors and Mortgage Loan Sellers

 

 

 

Commercial Mortgage Pass-Through Certificates
Series 2018-C45

 

 

 

June 15, 2018

 

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herein is preliminary as of the date hereof, supersedes any such information previously delivered to you and will be superseded by any such information subsequently delivered and ultimately by the final prospectus relating to the securities.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 COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES 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

 

 

A.       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

Wells Fargo Bank, National Association 14 27 $271,350,036      41.2%
Barclays Bank PLC 11 31 172,882,585 26.2
Rialto Mortgage Finance, LLC 7 13 113,800,000 17.3
C-III Commercial Mortgage LLC 17 18 100,732,798 15.3

Total

49

89

$658,765,419

  100.0%

 

Loan Pool:

 

Initial Pool Balance: $658,765,419
Number of Mortgage Loans: 49
Average Cut-off Date Balance per Mortgage Loan: $13,444,192
Number of Mortgaged Properties: 89
Average Cut-off Date Balance per Mortgaged Property(1): $7,401,859
Weighted Average Mortgage Interest Rate: 4.899%
Ten Largest Mortgage Loans as % of Initial Pool Balance: 54.6%
Weighted Average Original Term to Maturity or ARD (months): 120
Weighted Average Remaining Term to Maturity or ARD (months): 118
Weighted Average Original Amortization Term (months)(2): 358
Weighted Average Remaining Amortization Term (months)(2): 358
Weighted Average Seasoning (months): 2

 

(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): 1.66x
Weighted Average U/W Net Operating Income Debt Yield(1): 10.3%
Weighted Average Cut-off Date Loan-to-Value Ratio(1): 61.2%
Weighted Average Balloon or ARD Loan-to-Value Ratio(1): 55.8%
% of Mortgage Loans with Additional Subordinate Debt(2): 17.2%
% of Mortgage Loans with Single Tenants(3): 9.9%

 

(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 debt (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. 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. 

(3)  Excludes mortgage loans that are secured by multiple single tenant properties. 

 

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

 

3

 

 

Wells Fargo Commercial Mortgage Trust 2018-C45 Certain Loan Information

 

B.       Summary of the Whole Loans

Property Name

Mortgage  

Loan Seller in
WFCM 2018-C44

Note(s)(1) 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
Village at Leesburg WFB A-1 $66,000,000 WFCM 2018-C44 Yes Wells Fargo Bank, National Association Rialto Capital Advisors, LLC
A-2 $65,250,000 WFCM 2018-C45 No
CoolSprings Galleria WFB A-1 $75,000,000 BANK 2018-BNK12 Yes Wells Fargo Bank, National Association Midland Loan Services, a Division of PNC Bank, National Association
A-2 $15,000,000 BANK 2018-BNK12 No
A-3 $20,000,000 WFCM 2018-C45 No
    A-4 $45,000,000 WFB No    
181 Fremont Street(3) Barclays A-1 $50,000,000 Deutsche Bank AG, New York Branch Yes Wells Fargo Bank, National Association(2) Rialto Capital Advisors,
LLC(2)
A-2 $58,000,000 BANK 2018-BNK12 No
A-3 $22,000,000 WFB No
A-4 $30,000,000 Deutsche Bank AG, New York Branch No
A-5 $40,000,000 Deutsche Bank AG, New York Branch No
A-6-1 $30,000,000 WFCM 2018-C44 No
A-6-2 $20,000,000 WFCM 2018-C45 No
    A-1 $59,000,000 CGCMT 2018-C5(3) Yes Midland Loan Services, a Division of PNC Bank, National Association  
Flats at East Bank RMF A-2 $13,000,000 WFCM 2018-C45 No KeyBank National Association
    B $21,000,000 ACREFI Mortgage Lending, LLC 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)On and after 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”), such whole loan will be serviced under the pooling and servicing agreement governing such securitization. The master servicer and special servicer for such securitization will be identified in a notice, report or statement to holders of the WFCM 2018-C45 certificates after the closing of such securitization.

(3)The CGCMT 2018-C5 securitization is expected to close on or about June 21, 2018.

 

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

 

4

 

 

Wells Fargo Commercial Mortgage Trust 2018-C45 Certain Loan Information

 

C.       Property Type Distribution(1)

 

 

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
(%)
Retail 34 $223,732,106     34.0%     59.4%     54.3%    1.66%     10.2%       9.7%     4.812%
Anchored 7 131,605,357 20.0 58.3 53.1 1.55 10.0   9.4 4.821
Single Tenant 18 35,515,000   5.4 62.5 62.2 2.07   9.7   9.6 4.539
Shadow Anchored 5 19,974,600   3.0 68.8 61.1 1.45   9.9   9.3 5.035
Super Regional Mall 1 19,950,390   3.0 48.0 39.0 1.91 12.8 12.1 4.839
Unanchored 3 16,686,759   2.5 63.2 57.4 1.59   9.8   9.3 5.020
Office 10 140,937,221 21.4 61.4 56.0 1.85 11.2 10.1 4.678
Suburban 5 104,187,221 15.8 64.6 58.0 1.62 11.3   9.9 4.872
CBD 1 20,000,000   3.0 39.6 39.6 3.14 11.8 11.8 3.709
Medical 4 16,750,000   2.5 68.0 63.2 1.73   9.4   9.1 4.629
Self Storage 19 101,447,884 15.4 62.1 56.8 1.40   9.3    9.1 5.082
Self Storage 19 101,447,884 15.4 62.1 56.8 1.40   9.3   9.1 5.082
Multifamily 3 67,091,470 10.2 66.2 63.1 1.50    8.6    8.4  5.071
Low Rise 1 38,000,000   5.8 63.1 63.1 1.61   8.1   7.9 4.845
Garden 2 29,091,470   4.4 70.2 63.1 1.35   9.3   9.1 5.367
Hospitality 5 44,430,416    6.7 62.3 51.4 1.95 14.3 12.7  5.071
Limited Service 5 44,430,416   6.7 62.3 51.4 1.95 14.3 12.7 5.071
Manufactured Housing Community 13 39,992,909    6.1 60.6 55.3 1.58    9.8    9.6 5.208
Manufactured Housing Community 13 39,992,909   6.1 60.6 55.3 1.58   9.8   9.6 5.208
Industrial 2 24,137,006   3.7 62.7 54.9 1.57 10.1   9.8 4.709
Warehouse 2 24,137,006   3.7 62.7 54.9 1.57 10.1   9.8 4.709
Mixed Use 3 16,996,408   2.6 53.5 52.4 1.81   9.8   9.7 5.183
Multifamily/Retail 1 13,000,000   2.0 52.0 52.0 1.90   9.9   9.8 5.090
Retail/Multifamily 1 2,100,000   0.3 52.5 52.5 1.68   8.9   8.8 5.160
Self Storage/Office 1 1,896,408   0.3 64.7 54.8 1.37 10.5   9.7 5.850
Total/Weighted Average: 89 $658,765,419   100.0%    61.2%    55.8%   1.66%     10.3%      9.7%     4.899%
                   
(1)Because this table presents information relating to the mortgaged properties and not the mortgage loans, the information for mortgage loans secured by more than one mortgaged property 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). 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 debt (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.

 

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

 

5

 

 

Wells Fargo Commercial Mortgage Trust 2018-C45 Certain Loan Information

 

D.       Large Loan Summaries

 

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

 

 

No. 1 – Village at Leesburg
 
Loan Information   Property Information
Mortgage Loan Seller: Wells Fargo Bank, National Association   Single Asset/Portfolio: Single Asset

Credit Assessment

(DBRS/Fitch/Moody’s):

NR/NR/NR   Property Type: Retail
Original Principal Balance(1): $65,250,000   Specific Property Type: Anchored
Cut-off Date Balance(1): $65,250,000   Location: Leesburg, VA
% of Initial Pool Balance: 9.9%   Size(4): 546,107 SF
Loan Purpose(2): Recapitalization   Cut-off Date Balance Per SF(1)(4): $240.34
Borrower Name: CRP/TRC Leesburg Retail Owner, L.L.C.   Year Built/Renovated: 2009/2018
Sponsor: Gary D. Rappaport   Title Vesting: Fee
Mortgage Rate: 4.7580%   Property Manager: Self-managed
Note Date: March 9, 2018   4th Most Recent Occupancy (As of): 78.7% (12/31/2014)
Anticipated Repayment Date: NAP   3rd Most Recent Occupancy (As of): 82.1% (12/31/2015)
Maturity Date: April 1, 2028   2nd Most Recent Occupancy (As of): 88.4% (12/31/2016)
IO Period: 60 months   Most Recent Occupancy (As of): 93.6% (12/31/2017)
Loan Term (Original): 120 months   Current Occupancy (As of)(4): 91.6% (3/9/2018)
Seasoning: 3 month    
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): $6,914,642 (12/31/2014)
Call Protection: L(27),D(89),O(4)   3rd Most Recent NOI (As of)(5): $6,200,743 (12/31/2015)
Lockbox Type: Hard/Upfront Cash Management   2nd Most Recent NOI (As of)(5): $7,766,054 (12/31/2016)
Additional Debt(1): Yes   Most Recent NOI (As of)(5): $8,685,899 (12/31/2017)
Additional Debt Type(1): Pari Passu      
      U/W Revenues: $14,588,909
      U/W Expenses: $3,574,353
Escrows and Reserves(3):     U/W NOI(4): $11,014,555
          U/W NCF: $10,531,133
Type: Initial Monthly Cap (If Any)   U/W NOI DSCR(1): 1.34x
Taxes $560,062 $112,013 NAP   U/W NCF DSCR(1): 1.28x
Insurance $0 Springing NAP   U/W NOI Debt Yield(1): 8.4%
Immediate Repairs $28,125 $0 NAP   U/W NCF Debt Yield(1): 8.0%
Replacement Reserve $0 $6,801 $244,818   Appraised Value(6): $226,000,000
Leasing Reserve $0 $45,894 $2,010,135(3)   Appraisal Valuation Date(6): December 1, 2018
Rent Concession Reserve $842,933 $0 NAP   Cut-off Date LTV Ratio(1)(6): 58.1%
Existing TI/LC Reserve $7,649,629 $0 NAP   LTV Ratio at Maturity or ARD(1)(6): 53.4%
             
               
(1)See “The Mortgage Loan” section. All statistical financial information related to balance per square foot, loan-to-value ratios, debt service coverage ratios and debt yields are based on the funded outstanding principal balance of the Village at Leesburg Whole Loan (as defined below).

(2)The Village at Leesburg Property (as defined below) was previously majority owned by an affiliate of the Carlyle Group, which originally developed the overall Village at Leesburg community in 2009. At the time of origination, an entity related to Rappaport (see “Borrower Sponsor” section) acquired a 60% equity ownership interest in the Village at Leesburg Property with the Carlyle Group maintaining a 40% equity ownership interest.

(3)See “Escrows” section.

(4)The Size, Cut-off Date Balance per SF and Current Occupancy assume the completion of the 12,297 square foot expansion related to Cobb Theatres (see “The Property” section). Excluding the expansion space, the Size, Cut-off Date Balance per SF and Current Occupancy are 533,810, $245.87 and 91.4%, respectively.

(5)See “Cash Flow Analysis” section.

(6)The Appraised Value and LTV Ratios shown are based on the appraiser’s Prospective Market Value Upon Completion, which assumes the completion of planned renovations and an expansion related to Cobb Theatres. Cobb Theatres is expected to renovate all existing auditoriums and add two new auditoriums with all work projected to be completed by November 2018 (see “The Property” section). Cobb Theatres is required to commence paying rent on its expanded premises once the tenant is open for business in such space. The underwritten base rent for Cobb Theatres is based on its expanded premises, and the difference between the tenant’s underwritten base rent and current base rent through December 31, 2018 was reserved upon origination of the Village at Leesburg Whole Loan (see “Major Tenants” section). In addition, outstanding tenant improvement obligations related to Cobb Theatres were reserved upon origination of the Village at Leesburg Whole Loan (see “Escrows” section). Based on the as-is appraised value of $205,000,000 (as of February 2, 2018), the Cut-off Date LTV Ratio and LTV Ratio at Maturity are 64.0% and 58.8%, respectively.

 

The Mortgage Loan. The mortgage loan (the “Village at Leesburg Mortgage Loan”) is part of a whole loan (the “Village at Leesburg Whole Loan”) evidenced by two pari passu notes secured by a first mortgage encumbering the fee interest in an anchored retail shopping center located in Leesburg, Virginia (the “Village at Leesburg Property”). The Village at Leesburg Whole Loan was originated on March 9, 2018 by Wells Fargo Bank, National Association. The Village at Leesburg Whole Loan had an original principal balance of $131,250,000, has an outstanding principal balance as of the Cut-off Date of $131,250,000 and accrues interest at an interest rate of 4.7580% per annum. The Village at Leesburg Whole Loan had an initial term of 120 months, has a remaining term of 117 months as of the Cut-off Date and requires interest-only payments for the first 60 months following origination and, thereafter, requires payments of principal and interest based on a 30-year amortization schedule. The Village at Leesburg Whole Loan matures on April 1, 2028.

 

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

 

 

VILLAGE AT LEESBURG

 

The non-controlling Note A-2, which will be contributed to the WFCM 2018-C45 securitization trust, had an original principal balance of $65,250,000 and has an outstanding principal balance as of the Cut-off Date of $65,250,000. The controlling Note A-1, which has been contributed to the WFCM 2018-C44 securitization trust, had an original principal balance of $66,000,000 and has an outstanding principal balance as of the Cut-off Date of $66,000,000. The mortgage loan evidenced by Note A-1 is referred to herein as the “Village at Leesburg Companion Loan”. The lender provides no assurances that the non-securitized pari passu note will not be split further. See “Description of the Mortgage Pool—The Whole Loans—The Non-Serviced Pari Passu Whole Loans” and “Pooling and Servicing Agreement” in the Prospectus.

 

Note Summary

 

Notes Original Balance   Note Holder Controlling Interest
A-1 $66,000,000   WFCM 2018-C44 Yes
A-2 $65,250,000   WFCM 2018-C45 No
Total $131,250,000      

 

Following the lockout period, on any date before January 1, 2028, the borrower has the right to defease the Village at Leesburg Whole Loan in whole, but not in part. In addition, the Village at Leesburg Whole Loan is prepayable without penalty on or after January 1, 2028. The lockout period will expire on July 17, 2020.

 

Sources and Uses

 

Sources         Uses      
Original whole loan amount $131,250,000   100.0%   Loan payoff(1): $112,394,408   85.6%
          Upfront reserves: 9,080,749   6.9 
          Closing costs: 1,181,685   0.9 
          Return of equity: 8,593,158   6.5 
Total Sources $131,250,000   100.0%   Total Uses $131,250,000   100.0%

 

(1)Prior to the origination of the Village at Leesburg Whole Loan, the Village at Leesburg Property was majority owned by an affiliate of the Carlyle Group, which originally developed the overall Village at Leesburg community in 2009. At the time of origination, an entity related to Rappaport (see “Borrower Sponsor” section) acquired a 60% equity ownership interest in the Village at Leesburg Property with the Carlyle Group maintaining a 40% equity ownership interest. The loan payoff shown represents a mortgage loan related to the Carlyle Group’s prior majority ownership of the Village at Leesburg Property.

 

The Property. The Village at Leesburg Property consists of 546,107 square feet of retail, open-air lifestyle and entertainment space within the Village at Leesburg development in Leesburg, Virginia. The Village at Leesburg Property is situated on 55.0 acres of land and encompasses 16 one- and two-story buildings. In addition to the Village at Leesburg Property, the overall Village at Leesburg development contains office and multifamily components, which do not serve as collateral for the Village at Leesburg Whole Loan. The non-collateral office component comprises approximately 120,000 square feet of class A office space above the street level retail space and was 91.2% occupied as of April 2018, while the non-collateral multifamily component comprises 335 class A rental units with monthly rental rates for one-bedroom units starting at approximately $1,571. The Village at Leesburg Property was built in 2009, and in 2016, the Village at Leesburg development underwent a $6.6 million common area maintenance project that included upgrades to landscaping, patio seating, and the addition of a fountain and fire-pit. The Village at Leesburg Property hosts entertainment and cultural events throughout the year, including the Winter Ice Festival and ice carving in January, the Leesburg Fine Arts Festival in May, movie nights throughout the summer, Halloween activities and an annual holiday tree lighting in December. The Village at Leesburg Property has exclusive use of 3,128 surface and garage parking spaces, resulting in a parking ratio of 5.7 spaces per 1,000 square feet of rentable area (the overall Village at Leesburg development contains 3,732 surface and garage parking spaces, of which 604 spaces are for the exclusive use of the non-collateral multifamily units).

 

As of March 9, 2018, the Village at Leesburg Property was 91.6% leased to 65 tenants. In addition to the Wegmans grocery anchor, the tenant mix at the Village at Leesburg Property consists of entertainment options, including Cobb Theatres, Bowlero bowling alley, Atomic Trampoline and Luv2Play Indoor Playground; restaurant tenants, including Firebirds Wood Fire Grill, Travinia Italian Kitchen, Eggspectations, Noodles & Company, BurgerFi and Bon Chon Chicken; and national retail tenants including Ulta, Verizon Wireless, AT&T, European Wax Center, Massage Envy, Visionworks and GNC.

 

The Village at Leesburg Property is anchored by a Wegmans grocery store (Rated ‘BBB+’ by S&P, 142,692 square feet, 26.1% of net rentable area and 10.1% of underwritten base rent), which is subject to a ground lease with a lease expiration date in July 2034 with five, five-year renewal options. Wegmans is a regional supermarket chain with 96 stores in the northeastern United States. The company reported 2017 sales of approximately $8.7 billion and was ranked 31st of the top 75 supermarkets in the country based on sales volume by an industry news publication. The store provides customers with the convenience of an in-store pharmacy, a Market Café with take-out and in-store dining, a cheese shop, a sub shop, a fresh sushi shop, a salad bar, a pizza shop, a floral shop and a pastry shop.

 

The second largest tenant is Cobb Theatres (63,564 square feet, 11.6% of net rentable area and 15.0% of underwritten base rent), which currently features 12 screens with approximately 1,900 seats. Cobb Theatres is currently renovating its existing auditoriums with new, reclining seats and is expected to add two new auditoriums (for a total of 14 screens) with a total estimated renovation and construction cost of approximately $7.6 million. The existing auditorium renovations began in January 2018 and are expected to be completed by September 2018; while the expansion work is expected to begin by June 2018 and is expected to be completed by November 2018. With respect to Cobb Theatres, all outstanding tenant improvement costs and gap rent through December 31, 2018 were reserved upon origination of the Village at Leesburg Whole Loan. Cobb Theatres recently exercised a 10-year lease renewal and has a lease expiration date in December 2028 with three, five-year 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.

 

8

 

 

VILLAGE AT LEESBURG

 

The third largest tenant is LA Fitness (45,000 square feet, 8.2% of net rentable area and 9.1% of underwritten base rent). LA Fitness is a privately-owned American health club with headquarters in Irvine, California. LA Fitness has 675 locations across 27 states in the U.S. and Canada, serving over 3.8 million members. The LA Fitness at the Village at Leesburg Property features basketball courts, group fitness classes, indoor cycling, an indoor pool, a kids club, personal training, a racquetball court, a sauna, a whirlpool spa and a juice bar.

 

The fourth largest tenant is Bowlero (21,564 square feet, 3.9% net rentable area and 4.2% underwritten base rent). Bowlmor AMF, the owner of Bowlero, is the largest ten-pin bowling center operator in the world with over 300 locations. Bowlero leased the former King Pinz bowling alley space at the Village at Leesburg Property with a lease that commenced in March 2017.

 

The Village at Leesburg Property comprises two retail condominium units consisting of the Wegmans leased fee parcel (excluding the improvements), and the remaining retail space within the related project (having a 58.06% voting rights interest in each of (i) a condominium regime governing the common elements of the related mixed use buildings within the overall Village at Leesburg development and (ii) a master condominium regime governing the common areas within the overall Village of Leesburg development, including parking garages and structures and private streets). The loan documents provide for springing full recourse to the borrower and guarantors resulting from the condominium regime’s being withdrawn or terminated, or the master owners’ association regime being terminated. See “Description of the Mortgage Pool—Mortgage Pool Characteristics—Condominium Interests” in the Prospectus.

 

The following table presents certain information relating to the tenancy at the Village at Leesburg 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 Occupancy Cost Lease
Expiration
Date
Anchor Tenant                
Wegmans (Ground Lease) NR/NR/BBB+ 142,692 26.1% $8.30(3) $1,184,921(3) 10.1% NAV NAV 7/31/2034(4)
Total Anchor Tenant   142,692 26.1% $8.30 $1,184,921 100.0%      
                   
Major Tenants                  
Cobb Theatres NR/NR/NR 63,564(5) 11.6% $27.50(5) $1,748,010(5) 15.0% $516,260(6) 24.4%(6) 12/31/2028(7)
LA Fitness NR/NR/NR 45,000 8.2% $23.67 $1,065,042 9.1% NAV NAV 3/31/2026(8)
Bowlero NR/B3/B 21,564 3.9% $22.49 $485,000 4.2% NAV NAV 3/31/2027(9)
Wells Fargo (Ground Lease) AA-/Aa2/A+ (10) (10) (10) $430,532(11) 3.7% NAV NAV 11/14/2029(12)
Atomic Trampoline NR/NR/NR 16,653 3.0% $19.26 $320,736 2.7% NAV NAV 8/31/2026(13)
Total Major Tenants 289,473 53.0% $16.59(14) $5,234,241 44.8%      
                   
Non-Major Tenants 210,864 38.6% $30.59(14) $6,451,262 55.2%      
                 
Occupied Collateral Total 500,337 91.6% $22.49(14) $11,685,503 100.0%      
                   
Vacant Space   45,770 8.4%            
                   
Collateral Total 546,107 100.0%            
                    

 

(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 totaling $147,163 through January 2019 and straight-line rent averaging for investment grade tenants over the loan term for Wegmans and Wells Fargo (totaling $165,453) and over the remaining lease term for Charles Schwab (totaling $28,642).

(3)Wegman’s Annual U/W Base Rent PSF and Annual U/W Base Rent are based on the tenant’s average rental rate over the loan term. Wegman’s current annual base rent is $1,065,000 ($7.46 per square foot). Commencing on August 1, 2019, Wegman’s annual base rent will increase to $1,164,367 ($8.16 per square foot) and commencing on August 1, 2024, Wegman’s annual base rent will increase to $1,265,678 ($8.87 per square foot).

(4)Wegmans has five, five-year renewal options, with nine months’ notice, at rental rates as specified in the lease.

(5)Cobb Theatres’ Tenant NRSF, Annual U/W Base Rent PSF and Annual U/W Base Rent assume the completion of the planned renovation and expansion, which are expected to be completed by November 2018 (see “The Property” section). The tenant’s current net rentable square footage, annual base rent per square foot and annual base rent are 51,267, $23.10 and $1,184,961, respectively. The tenant is required to begin paying rent on its expanded premises once it is open for business in such space, and the difference between the tenant’s underwritten base rent and current base rent through December 31, 2018 was reserved at origination of the Village at Leesburg Whole Loan. We cannot assure you that such renovation or expansion work will be completed or that the tenant will begin paying rent on such expansion space.

(6)Sales and Occupancy Cost are for the trailing 12-month period ending December 31, 2017. Sales shown are per screen and based on the tenant’s current 12 screens; and occupancy cost shown is based on the tenant’s current annual base rent of $1,184,961 and underwritten reimbursements.

(7)Cobb Theatres has three five-year renewal options, with nine months’ notice, at rental rates as specified in the lease.

(8)LA Fitness has three five-year renewal options, with six months’ notice, at rental rates calculated in accordance with the Consumer Price Index or 12.0% greater than the minimum rent in effect immediately prior to the extension.

(9)Bowlero has two five-year renewal options, with 180 days’ notice, at rental rates as specified in the lease.

(10)Wells Fargo is subject to a ground lease and owns its improvements with no attributed square footage.

(11)Wells Fargo’s Annual U/W Base Rent is based on the tenant’s average rental rate over the loan term. Wells Fargo’s current annual base rent is $385,000. Commencing on December 1, 2019, Wells Fargo’s annual base rent will increase to $423,519 and commencing on December 1, 2024, Wells Fargo’s annual base rent will increase to $465,838.

(12)Wells Fargo has four five-year renewal options, with 270 days’ notice, at rental rates as specified in the lease.

(13)Atomic Trampoline has one five-year renewal option, with 12 months’ notice, at rental rates as specified in the lease.

(14)Annual U/W Base Rent PSF for Total Major Tenants, Non-Major Tenants and Occupied Collateral Total excludes Annual U/W Base Rent related to Wells Fargo, which is on a ground lease and owns its improvements with no attributed square footage.

 

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

 

 

VILLAGE AT LEESBURG

 

The following table presents certain information relating to the lease rollover schedule at the Village at Leesburg 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(3)
% of Total Annual U/W Base Rent(3) Annual
 U/W
Base Rent
 PSF(3)(4)
MTM 0 0 0.0% 0 0.0% $0 0.0% $0.00
2018 2 5,819 1.1% 5,819 1.1% $171,678 1.5% $29.50
2019 4 10,544 1.9% 16,363 3.0% $270,722 2.3% $25.68
2020 13 35,568 6.5% 51,931 9.5% $1,566,326 13.4% $44.04
2021 8 35,416 6.5% 87,347 16.0% $878,891 7.5% $24.82
2022 4 16,161 3.0% 103,508 19.0% $455,520 3.9% $28.19
2023 3 14,127 2.6% 117,635 21.5% $369,802 3.2% $26.18
2024 4 17,290 3.2% 134,925 24.7% $402,174 3.4% $23.26
2025 7 24,061 4.4% 158,986 29.1% $774,013 6.6% $32.17
2026 6 76,309 14.0% 235,295 43.1% $1,955,297 16.7% $25.62
2027 8 43,074 7.9% 278,369 51.0% $1,115,539 9.5% $25.90
2028 4 79,276 14.5% 357,645 65.5% $2,110,088 18.1% $26.62
Thereafter 2 142,692 26.1% 500,337 91.6% $1,615,453 13.8% $11.32
Vacant 0 45,770 8.4% 546,107 100.0% $0 0.0% $0.00
Total/Weighted Average 65 546,107 100.0%     $11,685,503 100.0% $22.49

 

(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 and Total Annual U/W Base Rent exclude vacant space.

(4)Annual U/W Base Rent PSF excludes Annual U/W Base Rent related to Wells Fargo, which is on a ground lease and owns its improvements.

 

The following table presents historical occupancy percentages at the Village at Leesburg Mortgaged Property:

 

Historical Occupancy

 

12/31/2014(1)

12/31/2015(1)

12/31/2016(1)

12/31/2017(1)

3/9/2018(2)

78.7% 82.1% 88.4% 93.6% 91.6%

 

(1)Information obtained from the borrower.

(2)Information obtained from the underwritten rent roll. Occupancy assumes the completion of the 12,297 square foot expansion related to Cobb Theatres (see “The Property” section). Excluding the expansion space, the physical occupancy as of March 9, 2018 was 91.4%.

 

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

 

10

 

 

VILLAGE AT LEESBURG

 

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 Village at Leesburg Property:

 

Cash Flow Analysis

 

    2014   2015(2)   2016(3)   2017(4)   U/W(5)   % of U/W Effective Gross Income   U/W $ per SF  
Base Rent   $8,506,614   $7,561,648   $8,431,880   $9,277,247   $11,685,503   80.1%   $21.40  
Grossed Up Vacant Space   0   0   0   0   1,532,967   10.5   2.81  
Percentage Rent   181,679   194,854   153,795   72,657   55,276   0.4   0.10  
Total Reimbursables   2,416,951   2,643,318   2,832,773   2,846,697   2,843,935   19.5   5.21  
Other Income(1)   89,005   49,684   129,044   179,020   4,195   0.0   0.01  
Less Vacancy & Credit Loss  

0

 

0

 

0

 

0

 

(1,532,967)(6)

 

(10.5)

 

(2.81)

 
Effective Gross Income   $11,194,249   $10,449,504   $11,547,492   $12,375,621   $14,588,909   100.0%   $26.71  
                               
Total Operating Expenses   $4,279,607   $4,248,761   $3,781,438   $3,689,722   $3,574,353   24.5%   $6.55  
                               
Net Operating Income   $6,914,642   $6,200,743   $7,766,054   $8,685,899   $11,014,555   75.5%   $20.17  
TI/LC   0   0   0   0   403,415   2.8   0.74  
Capital Expenditures  

0

 

0

 

0

 

0

 

80,007

 

0.5

 

0.15

 
Net Cash Flow   $6,914,642   $6,200,743   $7,766,054   $8,685,899   $10,531,133   72.2%   $19.28  
                               
NOI DSCR(7)   0.84x   0.75x   0.94x   1.06x   1.34x          
NCF DSCR(7)   0.84x   0.75x   0.94x   1.06x   1.28x          
NOI DY(7)   5.3%   4.7%   5.9%   6.6%   8.4%          
NCF DY(7)   5.3%   4.7%   5.9%   6.6%   8.0%          

 

(1)Other income includes income from storage, stroller rentals, ATMs and other miscellaneous rental income.

(2)The decline in Base Rent and Net Operating Income from 2014 to 2015 was driven partly by bad debt expense in 2015 from multiple tenants totaling $730,948.

(3)The increase in Net Operating Income from 2015 to 2016 was primarily driven by an increase in Base Rent and decrease in Total Operating Expenses. The increase in Base Rent from 2015 to 2016 was driven by 13 new leases (10.6% of net rentable area, 12.6% of underwritten base rent) signed from March 2015 to December 2016 and three renewal leases (1.9% of net rentable area, 3.4% of underwritten base rent) signed from March 2015 to November 2015. The decrease in Total Operating Expenses from 2015 to 2016 was primarily driven by reduced expenses for snow removal, advertising and holiday decorating.

(4)The increase in Base Rent and Net Operating Income from 2016 to 2017 was driven by eight new leases (7.2% of net rentable area, 10.1% of underwritten base rent) signed from January 2017 to July 2017 and two renewal leases (0.9% of net rentable area, 1.7% of underwritten base rent) signed from May 2017 to November 2017.

(5)The increase in Net Operating Income from 2017 to U/W was driven by (i) three new leases (2.9% of net rentable area, 3.1% of underwritten base rent) and three renewal leases (1.8% of net rentable area, 2.4% of underwritten base rent) signed since January 2018; (ii) the inclusion of increased base rent for Cobb Theatres assuming the completion of the tenant’s planned renovation and expansion (annual base rent increase of $563,049; see “The Property” and “Major Tenants” sections); (iii) the inclusion of contractual rent steps totaling $147,163 through January 2019 and straight-line rent averaging for investment grade tenants over the lesser of the loan term and remaining lease term (totaling $194,095); and (iv) bad debt expenses in 2017 from multiple tenants totaling approximately $1.0 million.

(6)The underwritten economic vacancy is 11.6%. The Village at Leesburg Property was 91.6% leased as of March 9, 2018.

(7)The debt service coverage ratios and debt yields shown are based on the Village at Leesburg Whole Loan.

 

Appraisal. The appraiser concluded to a Prospective Market Value Upon Completion for the Village at Leesburg Property of $226,000,000 as of December 1, 2018, which assumes the completion of the renovation and expansion related to Cobb Theatres.

 

Environmental Matters. According to a Phase I environmental site assessment dated February 23, 2018, there was no evidence of any recognized environmental conditions at the Village at Leesburg Property.

 

Market Overview and Competition. The Village at Leesburg Property is located in Leesburg, Loudoun County, Virginia, approximately 38.1 miles northwest of the Washington, D.C. central business district, 14.4 miles northwest of Washington Dulles International Airport and 1.7 miles southeast of U.S. Route 15. Per U.S. Census Bureau estimates, Loudoun County has the highest median household income of any county in the United States, and according to a third party market research report, the 2017 estimated average household income within a three- and five-mile radius of the Village at Leesburg Property was $144,117 and $151,624, respectively. According to the appraisal, Loudoun County has grown faster than any other Virginia jurisdiction since 1990, and the county’s population grew by approximately 3.7% annually from 2006 to 2016. According to a third party market research report, the estimated 2017 population within a three- and five-mile radius of the Village at Leesburg Property was 74,657 and 137,723, respectively.

 

The Metropolitan Washington Airports Authority is constructing a 23-mile extension of the existing Metrorail system, branching from the East Falls Church Station in Arlington, Virginia to the Washington Dulles International Airport and west to eastern Loudoun County. Phase 2 of the extension, expected to be completed in 2020, is expected to continue 11 miles from Wiehle Avenue to eastern Loudoun County. This phase will add six stations, including stops in Reston, Herndon, Dulles Airport, and Ashburn. The Ashburn Station is expected to be located approximately 9.7 miles southeast of the Village at Leesburg Property.

 

According to a third party market research report, the Village at Leesburg Property is situated within the Loudoun County submarket of the Suburban Virginia retail market. As of year-end 2017, the submarket reported total inventory of approximately 6.8 million square feet with a 3.0% vacancy rate and an average asking net rental rate of $29.13 per square foot. Submarket vacancy has decreased from 6.6% in 2012 and has averaged 4.4% in the last six years. The appraiser concluded to a weighted average net market rent for the Village at Leesburg Property of $22.89 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.

 

11

 

 

VILLAGE AT LEESBURG

 

The table below presents certain information relating to five comparable properties to the Village at Leesburg Property identified by the appraiser:

 

Competitive Set(1)

 

 

Village at Leesburg

(Subject)

Marketplace at Potomac Station Fort Evan Plaza I Fort Evans Plaza II Battlefield Shopping Center Leesburg Plaza
Location Leesburg, VA Leesburg, VA Leesburg, VA Leesburg, VA Leesburg, VA Leesburg, VA
Distance from Subject -- 1.1 miles 2.1 miles 1.8 miles 2.3 miles 2.4 miles
Property Type Lifestyle Center Community Center Community Center Community Center Power Center Community  Center
Year Built/Renovated 2009/2018 2004/NAP 1999/NAP 2008/NAP 1991/NAP 1956/1992
Anchors Wegmans, Cobb Theatres, LA Fitness, Bowlero Giant Food, Best Buy Home Depot, Hobby Lobby Marshall’s, Bed, Bath & Beyond, Walgreens, Jo-Ann Stores Dick’s Sporting Goods, DSW, Ross Dress for Less, Staples, Stein Mart, Michael’s Giant Food, Office Depot, PetSmart, Party City
Total GLA 546,107 SF 143,176 SF 214,477 SF 228,529 SF 296,140 SF 228,878 SF
Total Occupancy 91.6%(2) 92.0% 97.0% 100.0% 97.0% 96.0%

 

(1)Information obtained from the appraisal. In total, the appraiser identified 10 comparable properties totaling approximately 2.7 million square feet with an average occupancy rate of approximately 96.0% and minimum occupancy rate of 90.0%.

(2)Information obtained from underwritten rent roll.

 

The Borrower. The borrower is CRP/TRC Leesburg Retail Owner, L.L.C., a Delaware limited liability company and single purpose entity with two independent directors. Legal counsel to the borrower delivered a non-consolidation opinion in connection with the origination of the Village at Leesburg Whole Loan. Gary D. Rappaport and the Gary D. Rappaport Revocable Trust, individually and/or collectively, are the guarantors of certain nonrecourse carveouts under the Village at Leesburg Whole Loan.

 

The Borrower Sponsor. The borrower sponsor is Gary D. Rappaport, the chief executive officer of Rappaport, a retail real estate company founded in 1984. Rappaport’s portfolio includes more than 50 shopping centers and ground floor retail spaces in approximately 125 mixed-use properties, both residential and office, located primarily throughout the mid-Atlantic region of the United States. Mr. Rappaport is the former chairman and trustee of the International Council of Shopping Centers and is the principal partner for approximately 4.3 million square feet of the shopping centers managed by Rappaport. At the time of origination of the Village at Leesburg Whole Loan, an entity related to Rappaport acquired a 60% equity interest in the Village at Leesburg Property. Gary D. Rappaport and affiliates owned an indirect and non-controlling 10% interest in an entity that defaulted on a loan that was the subject of a foreclosure in 2009. See “Description of the Mortgage Pool— Loan Purpose; Default History, Bankruptcy Issues and Other Proceedings” in the Prospectus.

 

The remaining 40% equity interest in the Village at Leesburg Property is held by an affiliate of the Carlyle Group (“Carlyle”). Carlyle was the original developer of the overall Village at Leesburg community and was the majority owner of the Village at Leesburg Property prior to the origination of the Village at Leesburg Whole Loan. Founded in 1987 in Washington, D.C., Carlyle currently has approximately $195 billion of assets under management and more than 1,600 professionals operating in 31 offices in North America, South America, Europe, the Middle East, Africa, Asia and Australia. Carlyle’s real estate division has made more than 850 investments in 397 metropolitan statistical areas around the world. As of December 31, 2017, Carlyle’s real estate funds reported more than $18 billion in assets under management.

 

Escrows. The loan documents provide for upfront reserves of $560,062 for real estate taxes, $28,125 for immediate repairs, $842,933 for outstanding rent concessions and gap rent related to multiple tenants (including $520,190 related to the Cobb Theatres expansion) and $7,649,629 for existing tenant improvements and leasing commissions (“TI/LC”) related to multiple tenants (including $6,455,836 related to the Cobb Theatres renovation and expansion). The loan documents also provide for ongoing monthly reserves of $112,013 for real estate taxes, $6,801 for replacement reserves (subject to a cap of $244,818), and $45,894 for general TI/LCs (subject to a cap of $2,010,135 so long as no event of default exists and the net cash flow debt service coverage ratio is equal to or greater than 1.20x).

 

The loan documents do not require ongoing monthly escrows for insurance premiums as long as (i) no event of default has occurred and is continuing; (ii) the borrower provides the lender with evidence that the Village at Leesburg Property’s insurance coverage is included in a blanket policy and such policy is in full force and effect; and (iii) the borrower pays all applicable insurance premiums and provides the lender with evidence of renewals.

 

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

 

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

 

 

VILLAGE AT LEESBURG

 

A “Cash Trap Event Period” will commence upon the earlier of the following:

 

(i)the occurrence of an event of default;

(ii)the amortizing net cash flow debt service coverage ratio falling below 1.15x at the end of any calendar quarter; or

(iii)the occurrence of a Lease Expiration Cash Trap Event Period (as defined below).

 

A Cash Trap Event Period will end upon the occurrence of the following:

 

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

with regard to clause (ii), the amortizing net cash flow debt service coverage ratio being equal to or greater than 1.20x for two consecutive calendar quarters; or

with regard to clause (iii), a Lease Expiration Cash Trap Event Period Cure (as defined below).

 

A “Lease Expiration Cash Trap Event Period” will commence upon the earlier of the following:

 

(i)either Wegmans or Cobb Theatres giving notice of its intent to terminate its lease or vacate its space;

(ii)either Wegmans or Cobb Theatres failing to be in actual, physical occupancy of its entire space, failing to be open to the public during customary hours or going dark;

(iii)either Wegmans or Cobb Theatres becoming insolvent or filing for bankruptcy; or

(iv)Cobb Theatres failing to extend its lease nine months prior to expiration upon terms and conditions reasonably satisfactory to the lender.

 

A “Lease Expiration Cash Trap Event Period Cure” will occur upon the following:

 

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

with regard to clause (ii), Wegmans or Cobb Theatres, as applicable, being in actual, physical possession of its entire space, being open to the public during customary hours and no longer being dark;

with regard to clause (iii), Wegmans or Cobb Theatres, as applicable, being no longer insolvent or subject to any bankruptcy or insolvency proceedings and its lease having been affirmed or assigned pursuant to a final and non-appealable order of a court of competent jurisdiction; or

with regard to clause (iv), Cobb Theatres extending its lease upon terms and conditions reasonably satisfactory to the lender.

 

A “Qualified Re-Leasing Event” will occur upon one or more replacement tenants reasonably acceptable to the lender executing leases covering all of the space currently occupied by Wegmans or Cobb Theatres, as applicable, and delivering an estoppel certificate confirming such replacement tenants having taken physical occupancy of the entire space, commencing normal business operations and paying full unabated rent.

 

Property Management. The Village at Leesburg Property is managed by Rappaport Management Company, an affiliate of the borrower.

 

Assumption. The borrower has the two-time right to transfer the Village at Leesburg Property, provided that certain conditions are satisfied, including (i) no event of default has occurred and is continuing; (ii) the lender has reasonably determined that the proposed transferee and guarantor satisfy the lender’s credit review and underwriting standards, taking into consideration the transferee’s experience, financial strength and general business standing; and (iii) if required by the lender, rating agency confirmation from DBRS, Fitch and Moody’s that the transfer will not result in a downgrade, withdrawal or qualification of the respective ratings assigned to the Series WFCM 2018-C45 certificates and similar confirmations from each rating agency rating any securities backed by the Village at Leesburg Companion Loan with respect to the ratings of such securities.

 

Partial Release. Not permitted.

 

Real Estate Substitution. Not permitted.

 

Subordinate and Mezzanine Indebtedness. Not permitted.

 

Ground Lease. None.

 

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

 

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

 

13

 

 

No. 2 – Westport Self Storage Portfolio
 
Loan Information   Property Information
Mortgage Loan Seller: Wells Fargo Bank, National Association   Single Asset/Portfolio: Portfolio
Credit Assessment (DBRS/Fitch/Moody’s): NR/NR/NR   Property Type: Self Storage
Original Principal Balance: $48,300,000   Specific Property Type: Self Storage
Cut-off Date Balance: $48,300,000   Location: Various – See Table
% of Initial Pool Balance: 7.3%   Size: 851,164 SF
Loan Purpose: Refinance   Cut-off Date Balance Per SF: $56.75
Borrower Names(1): Various   Year Built/Renovated: Various – See Table
Borrower Sponsor: Westport Properties Inc.   Title Vesting: Fee
Mortgage Rate: 4.680%   Property Manager: Self-Managed
Note Date: June 8, 2018   4th Most Recent Occupancy(3): NAV
Anticipated Repayment Date: NAP   3rd Most Recent Occupancy(3): NAV
Maturity Date: June 11, 2028   2nd Most Recent Occupancy (As of): 80.3% (12/31/2016)
IO Period: 84 months   Most Recent Occupancy (As of): 85.1% (12/31/2017)
Loan Term (Original): 120 months   Current Occupancy (As of): 87.1% (5/21/2018)
Seasoning: 1 month    
Amortization Term (Original): 360 months   Underwriting and Financial Information:
Loan Amortization Type: Interest-only, Amortizing Balloon   4th Most Recent NOI (As of)(4): $4,113,114 (Annualized 10 or 11 12/31/2016)
Interest Accrual Method: Actual/360    
Call Protection: L(25),D(91),O(4)   3rd Most Recent NOI (As of)(4): $4,767,136 (12/31/2017)
Lockbox Type: Springing   2nd Most Recent NOI (As of): $4,677,216 (TTM 5/31/2018)
Additional Debt: None   Most Recent NOI (As of): $4,783,088 (Annualized 3 5/31/2018)
Additional Debt Type: NAP    
      U/W Revenues: $8,105,950
      U/W Expenses: $3,430,604
          U/W NOI: $4,675,346
          U/W NCF: $4,518,214
          U/W NOI DSCR: 1.56x
          U/W NCF DSCR: 1.51x
Escrows and Reserves(2):         U/W NOI Debt Yield: 9.7%
Type: Initial Monthly Cap (If Any)   U/W NCF Debt Yield: 9.4%
Taxes $0 Springing NAP   As-Is Appraised Value(5): $82,240,000
Insurance $0 Springing NAP   As-Is Appraisal Valuation Date(5) : April 18, 2018
Deferred Maintenance $74,520 $0 NAP   Cut-off Date LTV Ratio(5) : 58.7%
Replacement Reserves $0 Springing NAP   LTV Ratio at Maturity(5) : 56.0%
             
               
(1)See “The Borrower” section.

(2)See “Escrows” section.

(3)The Westport Self Storage Portfolio Borrower (as defined below) acquired the Westport Self Storage Portfolio Properties (as defined below) on March 31, 2016 and historical occupancy prior to such date is not available.

(4)See “Cash Flow Analysis” section.

(5)The individual property level appraised values total $79,210,000, which would equate to a Cut-off Date LTV Ratio and LTV Ratio at Maturity of 61.0% and 58.1%, respectively; however, the appraiser concluded to a portfolio value of $82,240,000 based on the assumption that the entire portfolio is marketed to a single purchaser.

 

The Mortgage Loan. The mortgage loan (the “Westport Self Storage Mortgage Loan”) is evidenced by a single promissory note secured by the fee interest in a 12-property self-storage portfolio located in Texas and Florida (the “Westport Self Storage Portfolio Properties”). The Westport Self Storage Mortgage Loan was originated on June 8, 2018 by Wells Fargo Bank, National Association. The Westport Self Storage Mortgage Loan had an original principal balance of $48,300,000, has an outstanding principal balance as of the Cut-off Date of $48,300,000 and accrues interest at an interest rate of 4.680% per annum. The Westport Self Storage Mortgage 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 84 months following origination and, thereafter, requires payments of principal and interest based on a 30-year amortization schedule. The Westport Self Storage Mortgage Loan matures on June 11, 2028.

 

Following the lockout period, the borrower has the right to defease the Westport Self Storage Mortgage Loan in whole, or in part (see “Partial Release” section), on any date before March 11, 2028. In addition, the Westport Self Storage Mortgage Loan is prepayable without penalty on or after March 11, 2028.

 

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

 

 

WESTPORT SELF STORAGE PORTFOLIO

 

Sources and Uses

 

Sources         Uses      
Original loan amount $48,300,000   100.0%   Loan payoff $39,966,576   82.7%
          Reserves $74,520   0.2    
          Closing costs $667,552   1.4    
          Return of equity $7,591,352   15.7    
Total Sources $48,300,000   100.0%   Total Uses $48,300,000   100.0%

 

The Properties. The Westport Self Storage Portfolio Properties comprise 12 self-storage properties totaling 851,164 square feet of rentable area, including 5,913 self storage units and 32,127 square feet of retail and commercial space, plus 406 RV parking spaces (see “Unit Mix” table below). The net rentable area of the Westport Self Storage Portfolio consists of approximately 96.2% self storage space and 3.8% retail and commercial space with no square footage attributed to the RV parking spaces. The Westport Self Storage Portfolio Properties range in size from 42,131 square feet to 176,939 square feet and were originally built between 1960 and 2002, with 10 properties having been renovated and/or expanded since 2004 (including eight since 2016).

 

The Westport Self Storage Portfolio Properties are located in Texas (10 properties; 748,537 square feet; 87.9% of net rentable area) and Florida (two properties; 102,627 square feet; 12.1% of net rentable area). Since acquiring the Westport Self Storage Portfolio Properties in 2016, the borrower sponsor has spent approximately $8.1 million in capital expenditures across the portfolio to rebrand the properties to US Storage Centers (“USSC”) and add CCTV security systems. As of May 21, 2018, the Westport Self Storage Portfolio Properties were 87.1% occupied with individual property occupancies ranging from 76.5% to 95.1% (see “Historical Occupancy” table below).

 

The following table presents certain information relating to the Westport Self Storage Portfolio Properties:

 

Property Name – Location

Year Built/

Renovated

Allocated Cut-off Date Balance

% of ALA

Appraised Value(1) Allocated LTV UW NCF % UW NCF
San Antonio/Boerne USSC – San Antonio/Boerne, TX 1984/2004 $9,437,217 19.5%  $15,640,000 60.3% $868,811 19.2%
Fort Worth USSC – Fort Worth, TX 2001/2016 $5,407,616 11.2% $8,920,000 60.6% $483,788 10.7%
Grissom USSC – San Antonio, TX 1987/2016 $5,054,009 10.5% $7,830,000 64.5% $502,664 11.1%
Laredo USSC – San Antonio, TX 2000/2016 $4,662,017 9.7%  $7,870,000 59.2% $435,928 9.6%
Austin USSC – Austin, TX 1983/2016 $4,291,045 8.9%  $7,790,000 55.1% $418,084 9.3%
Tampa USSC – Tampa, FL 1987/NAP $3,454,403 7.2%  $5,300,000 65.2% $315,043 7.0%
Harker Heights USSC – Harker  Heights, TX 2002/2016 $3,450,344 7.1%  $5,320,000 64.9% $317,966 7.0%
Denton USSC – Denton, TX 1960/2016 $3,356,378 6.9%  $5,600,000 59.9% $352,264 7.8%
Floresville USSC – Floresville, TX 1986/2006 $3,306,223 6.8%  $5,070,000 65.2% $314,230 7.0%
Blanco USSC – San Antonio, TX 1986/2016 $2,933,616 6.1%  $4,660,000 63.0% $285,453 6.3%
Houston Hinman USSC – Houston, TX 1975/2016 $1,571,800 3.3%  $2,710,000 58.0% $96,647 2.1%
Ocala USSC – Ocala, FL 1989/NAP $1,375,332 2.8%  $2,500,000 55.0% $127,336 2.8%
Total/Weighted Average   $48,300,000 100.0% $82,240,000 58.7% $4,518,214 100.0%

 

(1)The individual property level appraised values total $79,210,000, which would equate to a Cut-off Date LTV Ratio and LTV Ratio at Maturity of 61.0% and 58.1%, respectively; however, the appraiser concluded to a portfolio value of $82,240,000 based on the assumption that the entire portfolio is marketed to a single purchaser.

 

The following table presents detailed information with respect to the unit mix of the Westport Self Storage Portfolio Properties:

 

Unit Mix

 

Property Name Net Rentable
Area (SF)(1)
% GLA Self Storage Units Commercial Space (SF) RV Parking Units
San Antonio/Boerne USSC 176,939 20.8% 741 11,055 45
Fort Worth USSC 65,140 7.7% 453 0 60
Grissom USSC 100,320 11.8% 330 0 276
Laredo USSC 56,706 6.7% 577 0 8
Austin USSC 62,402 7.3% 707 0 0
Tampa USSC 60,496 7.1% 435 0 1
Harker Heights USSC 66,075 7.8% 464 0 4
Denton USSC 61,533 7.2% 524 18,000 0
Floresville USSC 56,197 6.6% 369 3,072 0
Blanco USSC 51,205 6.0% 490 0 0
Houston Hinman USSC 52,020 6.1% 466 0 0
Ocala USSC 42,131 4.9% 357 0 12
Total/Weighted Average 851,164 100% 5,913 32,127 406

 

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

 

 

WESTPORT SELF STORAGE PORTFOLIO

 

The following table presents historical occupancy percentages at the Westport Self Storage Portfolio Properties:

 

Historical Occupancy(1)

 

Property Name 12/31/2016(2) 12/31/2017(2) 5/21/2018(3)
San Antonio/Boerne USSC 87.6% 90.2% 88.9%
Fort Worth USSC 76.9% 90.6% 88.8%
Grissom USSC 94.3% 93.9% 95.1%
Laredo USSC 92.6% 88.3% 89.7%
Austin USSC 72.8% 78.8% 80.3%
Tampa USSC 82.5% 91.6% 83.6%
Harker Heights USSC 81.3% 87.3% 89.2%
Denton USSC 73.7% 82.7% 83.2%
Floresville USSC 84.7% 86.8% 82.4%
Blanco USSC 89.0% 89.4% 90.2%
Houston Hinman USSC 68.8% 34.8%(4) 76.5%
Ocala USSC 74.3% 82.6% 86.8%
Total/Weighted Average 83.0% 85.1% 87.1%

 

(1)The Westport Self Storage Portfolio Borrower acquired the Westport Self Storage Portfolio Properties on March 31, 2016, and historical occupancy is not available prior to such date.

(2)Information obtained from the Westport Self Storage Portfolio Borrower.

(3)Information obtained from the underwritten rent roll.

(4)The decline in occupancy at the Houston Hinman USSC property from 2016 to 2017 was due to damage sustained from Hurricane Harvey.

 

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 Westport Self Storage Portfolio Properties:

 

Cash Flow Analysis

 

    Annualized 10 or 11 12/31/2016(1)   2017(2)   TTM
5/31/2018
 

Annualized 3

5/31/2018

  U/W   % of U/W Effective Gross Income  

U/W $

per SF

 
Base Rent   $6,491,761   $6,981,609   $7,037,957   $6,914,044   $7,285,656(4)   89.9%   $8.56   
Grossed Up Vacant Space   0   0   0   0   1,242,624   15.3      1.46   
Other Income(3)   953,817   997,930   936,219   988,076   988,076   12.2      1.16   
Retail/Commercial   144,781   348,052   372,326   387,336   323,114   4.0      0.38   
Less Vacancy and Credit Loss  

(340,639)

 

(443,133)

 

(349,086)

 

(182,320)

 

(1,733,520)(5)

 

(21.4)

 

(2.04)

 
Effective Gross Income   $7,249,719   $7,884,458   $7,997,416   $8,107,136   $8,105,950   100.0%   $9.52   
                               
Total Operating Expenses   $3,136,605   $3,117,322   $3,320,200   $3,324,048   $3,430,604   42.3%   $4.03   
                               
Net Operating Income   $4,113,114   $4,767,136   $4,677,216   $4,783,088   $4,675,346   57.7%   $5.49   
Capital Expenditures  

0

 

0

 

0

 

0

 

157,132

 

1.9   

 

0.18 

 
Net Cash Flow   $4,113,114   $4,767,136   $4,677,216   $4,783,088   $4,518,214   55.7%   $5.31   
                               
NOI DSCR   1.37x   1.59x   1.56x   1.59x   1.56x          
NCF DSCR   1.37x   1.59x   1.56x   1.59x   1.51x          
NOI DY   8.5%   9.9%   9.7%   9.9%   9.7%          
NCF DY   8.5%   9.9%   9.7%   9.9%   9.4%          

 

(1)Of the 12 Westport Self Storage Portfolio properties, financials for four properties represent trailing 10-month annualized financials ending December 31, 2016, and financials for the remaining eight properties represent trailing 11-month annualized financials ending December 31, 2016.

(2)2017 NOI is higher than Annualized 10 or 11 2016 NOI due in part to a $247,384 increase in other income, primarily driven by retail and commercial tenant income, and an overall increase in occupancy from 80.3% as of December 31, 2016 to 85.1% as of December 31, 2017.

(3)Other Income consists of late fees, administrative fees, retail merchandise sales, truck rental income, postal box income, income from two cell tower leases (at the San Antonio/Boerne USSC property and Blanco USSC property) and two billboard leases (at the San Antonio/Boerne USSC property and Ocala USSC property), and tenant insurance.

(4)Underwritten Base Rent comprises approximately 95.3% of income from self storage units and 4.7% of income from RV parking income.

(5)The underwritten economic vacancy is 20.3%. As of May 21, 2018, the Westport Self Storage Portfolio Properties were 87.1% physically occupied.

 

Appraisal. The appraiser concluded to an “as is” appraised value for the Westport Self Storage Portfolio Properties of $82,240,000 as of April 18, 2018.

 

Environmental Matters. According to the Phase I environmental site assessments dated April 30, 2018, there are no recognized environmental conditions at the Westport Self Storage Portfolio Properties.

 

Market Overview and Competition. The Westport Self Storage Portfolio Properties are located in eight cities in Texas (87.9% of net rentable area) and two cities in Florida (12.1% of net rentable area). Within a five-mile radius of the Westport Self Storage Portfolio Properties, the average estimated population and median household income are 185,670 and $78,311, respectively (see table 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.

 

16

 

 

WESTPORT SELF STORAGE PORTFOLIO

 

Four of the Westport Self Storage Portfolio Properties are located in San Antonio, Texas (45.7% of the allocated loan amount and 45.3% of net rentable area). According to the appraisal, the overall San Antonio self storage market reported an average vacancy rate of 13.4% from 2011 to 2017, with a 2017 vacancy rate of 14.4%.

 

The following table presents certain demographic information with respect to the Westport Self Storage Portfolio Properties:

 

Demographic Summary (1)

 

Property City State

2017/2018 Population

(within 1- ,3- , 5-mile radius)

2017/2018 Median Income

(within 1- ,3- , 5-mile radius)

San Antonio/Boerne USSC San Antonio/Boerne TX 4,552, 23,555, 36,905 $115,357, $127,041, $126,484
Fort Worth USSC Fort Worth TX 11,873, 98,031, 216,520 $89,197, $93,373, $89,624
Grissom USSC San Antonio TX 4,552, 23,555, 36,905 $115,357, $127,041, $126,484
Laredo USSC San Antonio TX 4,552, 23,555, 36,905 $115,357, $127,041, $126,484
Austin USSC Austin TX 19,953, 144,227, 308,009 $46,068, $46,129, $53,641
Tampa USSC Tampa FL 106,870, 250,987, 757,077 $32,915, $42,031, $49,471
Harker Heights USSC Harker Heights TX 9,666, 49,067, 105,102 $53,788, $61,940, $54,682
Denton USSC Denton TX 8,794, 87,558, 145,329 $30,231, $40,160, $52,047
Floresville USSC Floresville TX 484, 7,413, 11,349 $58,053, $51,955, $54,338
Blanco USSC San Antonio TX 4,522, 23,555, 36,905 $115,357, $127,041, $126,484
Houston Hinman USSC Houston TX 15,300, 131,046, 337,043 $31,593, $39,979, $40,319
Ocala USSC Ocala FL 39,677, 88,048, 199,990 $36,341, $39,205, $39,672

 

(1)Based on 2017 and 2018 demographic and market information as provided by third party research reports and the appraisal.

 

The Borrowers. The borrowers are Westport Austin Self Storage, LLC; Westport Blanco Self Storage, LLC; Westport Boerne Self Storage, LLC; Westport Denton Self Storage, LLC; Westport Floresville Self Storage, LLC; Westport Ft. Worth Self Storage, LLC; Westport Grissom Self Storage, LLC; Westport Harker Self Storage, LLC; Westport Houston Self Storage, LLC; Westport Laredo Self Storage, LLC; Westport Ocala Self Storage, LLC; and Westport Tampa Self Storage, LLC (collectively, the “Westport Self Storage Portfolio Borrower”), each 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 Westport Self Storage Portfolio Mortgage Loan. Westport/TR Storage Venture LLC is the guarantor of certain nonrecourse carveouts under the Westport Self Storage Portfolio Mortgage Loan.

 

The Borrower Sponsor. The borrower sponsor is Westport Properties Inc., which is a joint venture between entities affiliated with Westport Properties, Inc. (10.0% interest; “Westport”) and Teachers’ Retirement System of the State of Illinois (90.0% interest; “TRS”).

 

Westport was founded in 1985 and currently operates 120 self storage facilities totaling over six million square feet and located in 15 states. TRS is the 37th largest pension system in the United States and provides retirement, disability and survivor benefits to teachers, administrators and other public school personnel employed in the state of Illinois, excluding those employed in Chicago. TRS serves approximately 412,000 members and reported total assets of approximately $51.5 billion as of April 30, 2018, with 13.6% of those assets invested in real estate.

 

Escrows. The loan documents provide for upfront reserves of $74,520 for immediate repairs and springing monthly reserves of $13,093 for replacement reserves during the continuance of an event of default.

 

The loan documents do not require ongoing monthly escrows for real estate taxes as long as (i) no event of default has occurred and is continuing; and (ii) the Westport Self Storage Portfolio Borrower pays all applicable taxes prior to delinquency and provides the lender with evidence of payment. The loan documents do not require ongoing monthly escrows for insurance premiums as long as (i) no event of default has occurred and is continuing; (ii) the Westport Self Storage Portfolio Borrower provides the lender with evidence that the Westport Self Storage Portfolio Properties’ insurance coverage is included in a blanket policy and such policy is in full force and effect; and (iii) the Westport Self Storage Portfolio Borrower pays all applicable insurance premiums and provides the lender with evidence of renewals at least 30 days prior to the expiration date of such policy.

 

Lockbox and Cash Management. Upon the occurrence of a Cash Trap Event Period (as defined below), the loan documents require that the borrower establish a lockbox account and the borrower or property manager must cause all rents to be deposited directly into such lockbox account. During a Cash Trap Event Period, all excess cash flow after payment of all amounts due and payable under the loan documents and all operating expenses will be retained by the lender as additional collateral for the Westport Self Storage Portfolio Mortgage Loan.

 

A “Cash Trap Event Period” will commence upon the earlier of the following; provided, however that the Westport Self Storage Portfolio Borrower has the right to release an individual property from the lien of the Westport Self Storage Portfolio Mortgage Loan to prevent the commencement thereof (see “Partial Release” below):

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

(ii)the debt yield being less than 7.5% at the end of any calendar quarter.

 

A Cash Trap Event Period will end:

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

with regard to clause (ii), upon the debt yield being at least 7.5% for two consecutive calendar quarters.

 

Property Management. The Westport Self Storage Portfolio Properties are managed by an affiliate of the Westport Self Storage Portfolio 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.

 

17

 

 

WESTPORT SELF STORAGE PORTFOLIO

 

Assumption. The Westport Self Storage Portfolio Borrower has the two-time right, commencing 12 months after loan origination, to transfer the Westport Self Storage Portfolio Properties in their entirety, provided that certain conditions are satisfied, including (i) no event of default has occurred and is continuing; (ii) the lender has reasonably determined that the proposed transferee and guarantor satisfy the lender’s credit review and underwriting standards, taking into consideration the transferee’s experience, financial strength and general business standing; and (iii) if required by the lender, rating agency confirmation from DBRS, Fitch and Moody’s that the transfer will not result in a downgrade, withdrawal or qualification of the respective ratings assigned to the Series WFCM 2018-C45 certificates.

 

Partial Release. Following the lockout period, the Westport Self Storage Portfolio Borrower may obtain the release of any of the Westport Self Storage Portfolio Properties to (a) prevent the commencement of, or cause the expiration of, a Cash Trap Event Period (see “Lockbox” section) or to otherwise prevent or cure the occurrence of an event of default or (b) in connection with a bona fide sale of any of the Westport Self Storage Portfolio Properties to an unaffiliated third party, with both (a) and (b) being subject to certain conditions, including (i) partial defeasance in an amount equal to or greater than the applicable Partial Release Defeasance Amount (as defined below); (ii) the amortizing net cash flow debt service coverage ratio of the remaining properties is not less than the greater of 1.55x and the net cash flow debt service coverage ratio immediately prior to the release; (iii) the net cash flow debt yield of the remaining properties is not less than the greater of the applicable Partial Release Debt Yield Requirement (as defined below) and the net cash flow debt yield prior to the release; (iv) the loan-to-value ratio of the remaining properties is no greater than the lesser of 60.0% and the loan-to-value ratio prior to the release; (v) delivery of a legal opinion covering compliance in all respects with all laws, rules and regulations governing REMICs, (vi) rating agency confirmation that the sale (as applicable) and release will not result in a downgrade, withdrawal or qualification of the respective ratings assigned to the WFCM 2018-C45 certificates, and (vii) if the Fort Worth USSC property remains part of the collateral for the Westport Self Storage Mortgage Loan, the collateral must also include at least four other Westport Self Storage Portfolio Properties.

 

“Partial Release Defeasance Amount” is equal to (i) in the event of a release of the first through the fifth Westport Self Storage Portfolio Properties, 120% of the Allocated Cut-off Date Balance of such release property (identified in “The Properties” section chart above); (ii) in the event of a release of the sixth through the ninth Westport Self Storage Portfolio Properties, 125% of the Allocated Cut-off Date Balance of such release property; and (iii) in the event of a release of the tenth through the twelfth Westport Self Storage Portfolio Properties, 130% of the Allocated Cut-off Date Balance of such release property.

 

“Partial Release Debt Yield Requirement” is equal to (i) in the event of a release of the first through the fifth Westport Self Storage Portfolio Properties, 9.75%, (ii) in the event of a release of the sixth through the ninth Westport Self Storage Portfolio Properties, 10.0% or (iii) in the event of a release of the tenth through the twelfth Westport Self Storage Portfolio Properties, 10.5%.

 

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 Westport Self Storage Portfolio Properties. The loan documents also require business interruption insurance covering no less than the 12-month period following the occurrence of a casualty event, together with a 6-month extended period of indemnity.

 

Windstorm Insurance. The Westport Self Storage Portfolio loan documents require windstorm and flood insurance covering the full replacement cost of the Westport Self Storage Portfolio Properties during the loan term. At the time of loan closing, Westport Self Storage Portfolio Properties had windstorm insurance coverage and flood insurance in the maximum limit available under the National Flood Insurance Program together with excess coverage.

 

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

 

18

 

 

No. 3 – Parkway Center
 
Loan Information   Property Information
Mortgage Loan Seller: C-III Commercial Mortgage   Single Asset/Portfolio: Single Asset
Credit Assessment (DBRS/Fitch/Moody’s): NR/NR/NR   Property Type: Office
Original Principal Balance: $42,560,000   Specific Property Type: Suburban
Cut-off Date Balance: $42,560,000   Location: Pittsburgh, PA
% of Initial Pool Balance: 6.5%   Size: 588,913 SF
Loan Purpose: Refinance   Cut-off Date Balance Per SF: $72.27
Borrower: PWC Pitt, LLC   Year Built/Renovated(3): Various/2017
Borrower Sponsor: Allan Serviansky, Daniel Warman, Robert Oppenheim, Jeffrey Aeder   Title Vesting: Fee
Mortgage Rate: 5.100%   Property Manager: Self-managed
Note Date: June 8, 2018      
Anticipated Repayment Date: NAP   3rd Most Recent Occupancy (As of): 64.5% (12/31/2015)
Maturity Date: June 11, 2028   2nd Most Recent Occupancy (As of): 72.7% (12/31/2016)
IO Period: 36 months   Most Recent Occupancy (As of): 86.5% (12/31/2017)
Loan Term (Original): 120 months   Current Occupancy (As of): 85.8% (4/30/2018)
Seasoning: 1 month    
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): $3,181,233(12/31/2015)
Call Protection: L(25),D(92),O(3)   3rd Most Recent NOI (As of) (4): $3,089,303 (12/31/2016)
Lockbox Type: Hard/Springing Cash Management   2nd Most Recent NOI (As of) (4): $4,332,009 (12/31/2017)
Additional Debt(1): Yes   Most Recent NOI (As of):  $4,581,637 (TTM 4/30/2018)
Additional Debt Type(1): Mezzanine    
      U/W Revenues: $9,194,024
      U/W Expenses: $4,656,855
          U/W NOI: $4,537,169
Escrows and Reserves(2):         U/W NCF: $3,830,474
Type: Initial Monthly Cap (If Any)   U/W NOI DSCR: 1.64x
Taxes $705,609 100,801 NAP   U/W NCF DSCR(1): 1.38x
Insurance 31,673 10,558 NAP   U/W NOI Debt Yield: 10.7%
Replacement Reserves $9,815 $9,815 NAP   U/W NCF Debt Yield(1): 9.00%
TI/LC Reserve $250,000 $49,076 NAP   As-Is Appraised Value: $66,600,000
Quest Leasing Reserve(2) $1,616,313 $13,000 NAP   As-Is Appraisal Valuation Date: March 13, 2018
Deferred Maintenance $254,896 $0 NAP   Cut-off Date LTV Ratio(1): 63.9%
Free Rent Reserve $45,530 $0 NAP   LTV Ratio at Maturity or ARD: 56.7%
                   
(1)See “Subordinate and Mezzanine Indebtedness” section. The Cut-off Date LTV Ratio, U/W NCF DSCR and U/W NCF Debt Yield based on the Parkway Center Mortgage Loan (as defined below), and the Parkway Center Mezzanine Loan (as defined below), together, are 71.0%, 1.18x and 8.11%, respectively.

(2)See “Escrows” section.

(3)The Parkway Center Property consists of 6 separate buildings which were constructed at various times. Building 2 was constructed in 1960, Building 4 in 1961, Building 6 in 1975, Building 7 in 1970, Building 9 in 1962 and Building 10 in 1965. All buildings were renovated in 2017.

(4)The increase from in NOI from 2016 to 2017 is primarily attributable to lease up of two buildings to Alorica in June 2016 and County of Allegheny in June 2017.

 

The Mortgage Loan. The mortgage loan (the “Parkway Center Mortgage Loan”) was originated on June 8, 2018 by C-III Commercial Mortgage LLC. The Parkway Center Mortgage Loan had an original principal balance of $42,560,000, has an outstanding principal balance as of the Cut-off Date of $42,560,000 and has an interest rate of 5.100% per annum. The Parkway Center Mortgage Loan had an initial term of 120 months, has a remaining term of 119 months as of the Cut-off Date and requires payments of interest-only for the first three years of the term, followed by payments on a 30-year amortization schedule through maturity. The Parkway Center Mortgage Loan has a maturity date on June 11, 2028.

 

Following the defeasance lockout period, the Parkway Center Borrower (as defined below) has the right to defease the Parkway Center Mortgage Loan in whole or in connection with a parcel release in part. In addition, the Parkway Center Mortgage Loan is prepayable without penalty on or after March 11, 2028. The defeasance lockout period will expire two years and one day after the closing date of the securitization in July 2018.

 

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

 

 

PARKWAY CENTER

 

Sources and Uses

 

Sources       Uses    
Original loan amount $42,560,000 90.1%   Loan payoff $37,723,904 79.8%
Mezzanine Loan 4,700,000 9.9   Return of Equity 5,099,389 10.8   
        Reserves 2,962,912 6.3   
        Closing costs 1,473,795 3.1   
Total Sources $47,260,000 100.0%   Total Uses $47,260,000 100.0%

 

The Property. The Parkway Center Mortgage Loan is secured by a first mortgage lien on the Parkway Center Borrower’s fee interest in a 6 building 588,349 square-foot, Class B office park located in Pittsburgh, Pennsylvania (the “Parkway Center Property”). The Parkway Center Property is part of a larger office park that has 11 total buildings with a combined NRA of nearly 930,000 SF. The Parkway Center Property is located along GreenTree Road in Pittsburgh, which has direct access to Interstate-376. I-376 is a main east-west running highway that connects the Pittsburgh central business district to the east with the Pittsburgh International Airport to the northwest. The Parkway Center Property is less than a 4-mile drive from downtown Pittsburgh and is less than a 15-mile drive from Pittsburgh International Airport. The 6 separate buildings comprising the Parkway Center Property were constructed at different times. Building 2 was built in 1960, Building 4 in 1961, Building 6 in 1975, Building 7 in 1970, Building 9 in 1962 and Building 10 in 1965. The Parkway Center Property was most recently renovated in 2017. The Parkway Center Property sits on an approximately 19.4-acre site within the Pittsburgh suburb of Green Tree. The Parkway Center Property includes an adjacent three-level parking garage (which along with surface parking and parking granted through easements) has 2,107 total spaces, representing 3.58 spaces per 1000 square feet, and tenant amenities such as a 3,891 square-foot landlord operated fitness center, a 6,895 square-foot food court, a Jitters Café and The Alcove Restaurant. The Parkway Center Property was renovated and repositioned by the Parkway Center Borrower after acquisition in 2014 to bring in new tenancy and keep the Parkway Center Property amenities competitive with other offices in the market.

 

As of April 30, 2018, the Parkway Center Property was 85.8% leased to 53 tenants across a variety of industries. The top five tenants include Quest Diagnostics PA (NYSE: DGX), McKesson (NYSE: MCK), County of Allegheny, Alorica and Comcast Spotlight (Parent Company: Comcast Cable (NASDAQ: CMCSA)). Outside the top five tenants, no other tenant at the Parkway Center Property accounts for more than 2.7% of the net rentable area.

 

The largest tenant at the Parkway Center Property, Quest Diagnostics PA (Moody’s: Baa2, S&P: BBB+) has been in occupancy since 1994, has extended and expanded their lease 3 times previously and recently extended their lease by an additional 10 years from 2019 to 2029. As part of their extension, they also signed a lease for an additional 11,162 SF space located on the third story of Building 4, which will bring their total presence at the Parkway Center Property to 136,197 SF across Buildings 4 and 6. They have one 10-year renewal option at the end of their lease term. According to discussions with the tenant the office and lab at the Parkway Center Property serve a radius of more than 250 miles from Syracuse and Buffalo to central and western Pennsylvania with the nearest facility performing similar services located in Horsham, Pennsylvania. This location also has a relationship with the University of Pittsburgh Medical Center, which per the appraisal, is the largest employer in Allegheny County.

 

The following table presents certain information relating to the tenancy at the Parkway 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)(3)(4)
% of Total
Annual U/W
Base Rent
Lease
Expiration
Date
             
Major Tenant(3)          
Quest Diagnostics PA BBB/Baa2/BBB+ 136,197 23.1% $10.24 $1,395,265 18.6%    11/30/2029(5)
McKesson BBB+/Baa2/BBB+ 49,413 8.4% $19.00 $938,847 12.5%    12/31/2022 
County of Allegheny NR/A1/AA- 38,853 6.6% $18.18 $706,459 9.4%    6/30/2032(6)
Alorica NR/B1/BB- 38,354 6.5% $11.19 $429,181 5.7%    10/31/2023(7)
Comcast A-/A3/A- 18,476 3.1% $21.32 $393,845 5.3%    6/30/2022(8)
Total Major Tenants 281,293 47.8% $13.74 $3,863,597 51.58%  
             
Non-Major Tenants 223,829 38.0% $16.21 $3,627,455 48.42%  
             
Occupied Collateral Total 505,122 85.8% $14.83 $7,491,052 100.0%    
             
Vacant Space   83,791 14.2%        
               
Collateral Total 588,913 100.0%        
               
                 
(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: (a) contractual rent steps through December 2018; and (b) in the case of an investment grade tenant lease that runs through the loan term, the average rent over the remaining term of that lease through the end of the loan term, totaling approximately $184,257.41 ($118,873.36 for Quest Diagnostics PA and $65,384.05 for the County of Allegheny). Underwritten Base Rent does not include rental income for Sprint and Blue Network.

(3)The Quest Diagnostics PA and Alorica leases are NNN. McKesson, County of Allegheny and Comcast are on modified gross lease structures.

(4)Underwritten Base Rent does not include rental income for Sprint and Blue Network.

(5)Quest Diagnostics PA has two 5 year renewal options.

(6)County of Allegheny has one 10 year renewal option.

(7)Alorica has two 3 year renewal options. Alorica also has a one-time right to terminate its lease effective May 30, 2021 with nine month’s notice and payment of a termination fee equal to unamortized tenant improvements, architectural fees, legal fees and any commissions paid by the landlord, equal to approximately $1,391,115.

(8)Comcast has two, five-year lease renewal options. Comcast has a one-time right to terminate its lease effective July 1, 2020 with nine months’ notice and payment of a termination fee equal to two months’ rent and unamortized leasing costs equal to $1,082,664. Comcast has been a tenant at Parkway Center since 2005.

 

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

 

 

PARKWAY CENTER

 

The following table presents certain information relating to the lease rollover schedule at the Parkway 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
2018 8 32,839 5.6% 32,839 5.6% $341,081 4.6% $10.39
2019 6 19,465 3.3% 52,304 8.9% $382,474 5.1% $19.65
2020 8 19,419 3.3% 71,723 12.2% $323,232 4.3% $16.65
2021 8 34,548 5.9% 106,271 18.0% $705,739 9.4% $20.43
2022 11 114,465 19.4% 220,736 37.5% $2,145,523 28.6% $18.74
2023 7 72,280 12.3% 293,016 49.8% $1,031,818 13.8% $14.28
2024 2 22,326 3.8% 315,342

53.5%

$417,460 5.6% $18.70
2025 0 0 0.0% 315,342 53.5% $0 0.0% $0.00
2026 1 6,895 1.2% 322,237 54.7% $42,000 0.6% $6.09
2027 0 0 0.0% 322,237 54.7% $0 0.0% $0.00
2028 0 0 0.0% 322,237 54.7% $0 0.0% $0.00
Thereafter 2 182,885 31.1% 505,122 85.8% $2,101,723 28.1% $11.49
Vacant 0 83,791 14.2% 588,913 100.0% $0 0.0% $0.00
Total/Weighted Average 53 588,913 100.0%     $7,491,052 100.0% $14.83

 

(1)Information obtained from the underwritten rent roll. The rentable conference room, gym space and management office are located in Building 7 totaling 7,835 NRSF and are occupied, but are not on leases. Underwritten Base Rent does not include rental income for Sprint and Blue Network.

(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 following table presents historical occupancy percentages at the Parkway Center Property:

 

Historical Occupancy

 

5/28/2014(1)(2)

12/31/2015(1)

12/31/2016(1)

12/31/2017(1)

4/30/2018(3)

71.9% 64.5% 72.7% 86.5% 85.8%
(1)Information obtained from the Parkway Center Borrower.

(2)Occupancy at acquisition.

(3)Information obtained from the 4/30/2018 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.

 

21

 

 

PARKWAY CENTER

 

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 Parkway Center Property:

 

Cash Flow Analysis(1)(2)

 

  2015 2016 2017 TTM
4/30/2018
U/W % of U/W Effective Gross Income U/W $ per SF
Base Rent $6,052,101 $5,964,667 $6,885,104 $7,080,716 $7,491,052(1) 81.5% $12.72
Grossed Up Vacant Space 0 0 0 0 2,415,352 26.3   4.10
Total Reimbursables 1,759,057 1,836,596 1,887,954 1,974,642 1,611,945 17.5   2.74
Other Income 90,870 109,749 117,775 91,027 91,027 1.0   0.15
Less Vacancy & Credit Loss

0

0

0

0

(2,415,352)

(26.3)

(4.10)

Effective Gross Income

$7,902,027

$7,911,012

$8,890,833

$9,146,385

$9,194,024

100.0%

$15.61

               
Total Operating Expenses

$4,720,795

$4,821,709

$4,558,824

$4,564,747

$4,656,855

50.7%

$7.91

               
Net Operating Income $3,181,233 $3,089,303(2) $4,332,009(2) $4,581,637 $4,537,169 49.3% $7.70
TI/LC 0 0 0 0 588,913 6.4   1.00
Capital Expenditures 0 0 0 0

117,783

1.3  

0.20

 Net Cash Flow

$3,181,233

$3,089,303

$4,332,009

$4,581,637

$3,830,474

41.7%

$6.50

               
NOI DSCR 1.15x 1.11x 1.56x 1.65x 1.64x    
NCF DSCR 1.15x 1.11x 1.56x 1.65x 1.38x    
NOI DY 7.5% 7.3% 10.2% 10.8% 10.7%    
NCF DY 7.5% 7.3% 10.2% 10.8% 9.0%    

 

(1)U/W Base Rent includes: (a) contractual rent steps through December 2018; and (b) in the case of an investment grade tenant lease that runs through the loan term, the average rent over the remaining term of that lease through the end of the loan term, totaling approximately $184,257.41 ($118,873.36 for Quest Diagnostics PA and 465,384.05 for County of Allegheny). Underwritten Base Rent does not include rental income for Sprint and Blue Network.

(2)The increase in Net Operating Income from 2016 to 2017 was driven partly by Alorica and County of Allegheny executing leases for 38,354 and 38,853 square feet in June 2016 and June 2017, respectively. This additional leasing accounted for approximately $1,000,000 in base rent.

 

Appraisal. As of the appraisal valuation date of March 13, 2018 the Parkway Center Property had an “as-is” appraised value of $66,600,000.

 

Environmental Matters. According to a Phase I environmental site assessment dated December 18, 2017, there was no evidence of any recognized environmental conditions at the Parkway Center Property.

 

Market Overview and Competition. The Parkway Center Property is located in the South Pittsburgh/Route 19 Office submarket of the Pittsburgh market. According to the appraisal, the South Pittsburgh/Route 19 submarket had, as of year end 2017, approximately 4.9 million square feet of office inventory, average asking rents of $18.93 per square foot and a vacancy rate of 6.7%. The fourth quarter 2017 vacancy rate (6.5%) is consistent with last year (6.7%) and substantially lower than the average vacancy over the past ten years (10.7%). According to the appraisal, the historic vacancy trend indicates stable long-term demand for office space in the South Pittsburgh/Route 19 submarket. The most recent vacancy trends demonstrate superior market conditions in comparison to the historic trend and suggest continued stability moving forward. According to the appraisal, the 2017 estimated population within a three-mile radius of the Parkway Center Property was 131,138, while the 2017 estimated median household income within the same radius was $50,774.

 

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

 

 

PARKWAY CENTER

 

The following table presents certain information relating to comparable office leases for the Parkway 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

Greentree Commons

Pittsburgh, PA

1987 84.0% 0.8 miles NAV NAV 11,825 $22.00 MG

Foster Plaza 9

Pittsburgh, PA

1989 82.1% 1.3 miles Stantec

Nov. 2017 /

3Yrs.

1,852 $23.50 MG

Cherrington Corporate Center 700

Pittsburgh, PA

1993 100.0% 12.3 miles Chevron Corporation

July 2015 /

10 Yrs.

120,000 $22.50 FSG

Parkway Center 11

Pittsburgh, PA

1989 82.9% 0.0 miles PA Department of Revenue

Oct. 2017 /

10 Yrs.

6,112 $19.50 MG

Landmarks Building

Pittsburgh, PA

1900 91.9% 2.0 miles NAV

Mar. 2017/

3 Yrs.

1,536 $23.00 MG

 

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

 

The Borrower. The borrower under the Parkway Center Mortgage Loan is PWC Pitt, LLC (the “Parkway Center Borrower”), a recycled Delaware limited liability company and a special purpose entity with two independent directors. The Parkway Center Borrower is a recycled SPE that purchased the Parkway Center Property in 2014 and 7 months later sold off one building (Building 1) to a single tenant user. Legal counsel to the Parkway Center Borrower delivered a non-consolidation opinion in connection with the origination of the Parkway Center Mortgage Loan. Allan Serviansky, Daniel Warman, Robert Oppenheim and Jeffrey Aeder are the guarantors of certain non-recourse carveouts under the Parkway Center Mortgage Loan.

 

The Borrower Sponsor. The borrower sponsors and carveout guarantors are Allan Serviansky, Daniel Warman, Robert Oppenheim and Jeffrey Aeder. Collectively Mr. Serviansky, Mr. Warman, Mr. Oppenheim and Mr. Aeder have more than 50 years of real estate experience. Mr. Warman is the founder of Market Street Real Estate Partners, a privately-held real estate investment and management firm headquartered in Miami, Florida. Prior to forming Market Street, Mr. Warman was most recently a senior member of Bayview’s commercial loan acquisition and asset management team. Mr. Oppenheim was head of a specialized group responsible for restructuring non-performing and sub-performing commercial loans and oversaw the property management division. Mr. Oppenheim was also a member of the investment committee for the Bayview Opportunity Fund. Mr. Oppenheim is originally a native of Pittsburgh and earned his Bachelor of Science degree from Carnegie Mellon University. Robbie Oppenheim, Daniel Warman and Allan Serviansky together have ownership interests in 10 properties with a total net rentable area of over 1.17 million SF across the states of Pennsylvania, California, Florida, Texas, Kentucky and Rhode Island. Mr. Aeder co-founded JDI Realty in 1988 and currently serves as Chairman. JDI Realty is a private real estate investment firm.

 

Escrows. The related loan documents provide for upfront escrows in the amount of $705,609 for real estate taxes, $31,673 for insurance premiums, $9,815 for Replacement Reserves, $1,616,313 for the Quest leasing reserve for tenant improvements awarded as part of the renewal and expansion of the Quest Diagnostics PA lease, $254,896 for deferred maintenance and $45,530 for a free rent reserve. The loan documents also provide for ongoing monthly escrow deposits of $100,801 for real estate taxes, $10,558 for insurance premiums, $9,815 for replacement reserves, $49,076 for TI/LC reserve and $13,000 for the Quest leasing reserve from months 1 through 77 of the loan term.

 

Lockbox and Cash Management. The Parkway Center Mortgage Loan is structured with a hard lockbox and springing cash management. Upon the occurrence and during the continuance of a Trigger Period (as defined below) the Parkway Center Borrower is required to set up a lender-controlled lockbox account. All rents and payments (including credit card receivables) are required to be deposited by the Parkway Center Borrower into the applicable lender-controlled lockbox account and swept each business day into the applicable borrower operating account, unless a Trigger Period has occurred and is continuing, in which case such funds are required to be swept each business day into the applicable lender-controlled cash management account and disbursed on each payment date in accordance with the related loan documents. Upon the occurrence and during the continuance of a Trigger Period, all excess cash flow is required to be swept into the applicable cash management account and held by the lender as additional collateral for the Parkway Center Mortgage Loan.

 

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

 

(i)Event of Default;

(ii)the NCF debt service coverage ratio for the Parkway Center Mortgage Loan being below 1.15x;

(iii)McKesson, Allegheny County, Alorica, and/or Quest fails to cure an event of default under the Parkway Center Mortgage Loan for more than 30 days;

(iv)the property manager has become insolvent or a petition in bankruptcy has been filed by or against the property manager, and the Parkway Center Borrower has not replaced the property manager within thirty (30) days after the earlier of the date of such insolvency or the filing of such bankruptcy; and

(v)McKesson, County of Allegheny, Alorica, and/or Quest Diagnostics PA has (a) become insolvent or petition in bankruptcy has been filed by or against the Parkway Center Borrower and/or Quest Diagnostics PA, (b) ceased all or substantially all of its business operations at its leased premises at the Parkway Center Property for a period in excess of sixty (60) consecutive days (i.e., “goes dark”), (c) fails to cure a default under its lease for more than thirty (30) days, and/or (d) fails to provide notice to renew is lease as required therein.

 

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

 

 

PARKWAY CENTER

 

A “Trigger Period” will end:

 

(a)with regard to clause (i) upon Lender’s written waiver of such Event of Default; and

(b)with regards to clause (ii) upon the NCF debt service coverage ratio for the Parkway Center Mortgage Loan being equal to or greater than 1.25x for two consecutive calendar quarters.

 

Property Management. The Parkway Center Property is managed by MSREP Property Management, LLC, an affiliate of the Parkway Center Borrower.

 

Assumption. The Parkway Center Borrower has an unlimited right to transfer the Parkway Center Property, provided that certain conditions are satisfied, including, but not limited to: (i) no mortgage loan default or event of default has occurred and is continuing; (ii) the lender’s reasonable determination that the proposed transferee and guarantor satisfy the lender’s credit review and underwriting standards, taking into consideration the transferee’s experience, financial strength and general business standing; (iii) execution of a recourse guaranty and an environmental indemnity by an acceptable replacement guarantor; (iv) receipt of a rating agency confirmation from the applicable rating agencies.

 

Partial Release. Following the lockout period, the borrower is permitted to obtain a partial release of any Building of the Parkway Center Property (with the exception of Building 7) (the “Parkway Center Release Parcel”) from the lien of the Parkway Center Mortgage Loan subject to certain conditions, including, but not limited to: (i) partial defeasance in an amount equal to the 125.0% of the allocated loan amount for the Parkway Center Release Parcel; (ii) the debt yield of the undefeased portion of the Parkway Center Mortgage Loan based on the remaining portion of the Parkway Center Property is not less than 9.75%; (iii) the debt service coverage ratio of the remaining portion of the Parkway Center Property is not less than the greater of 1.35x and the debt service coverage ratio as of the notice date and the release date and (iv) the loan-to-value ratio of the undefeased portion of the Parkway Center Mortgage Loan based on the remaining portion of the Parkway Center Property is no greater than the lesser of 70% and the loan-to-value ratio of the Parkway Center Mortgage Loan as of the notice date and the release date.

 

Real Estate Substitution. Not permitted.

 

Subordinate and Mezzanine Indebtedness. RCC Real Estate, Inc. funded $4,700,000 of mezzanine debt (“Parkway Center Mezzanine Loan”). The Parkway Center Mezzanine loan has a 10.0% coupon and pays interest only for the entire term. The Parkway Center Mezzanine loan is coterminous with the Parkway Center Mortgage Loan. Including the Parkway Center Mezzanine Loan, the cumulative cut-off date LTV, cumulative UW NCF DSCR and cumulative UW NOI Debt Yield are 71.0%, 8.11% and 9.60%. The mortgage lenders and mezzanine lenders have entered into an intercreditor agreement. The rights of the lender of the Parkway Center Mezzanine Loan are further described under Description of the Mortgage Pool – Additional Indebtedness – Mezzanine Indebtedness” in the Preliminary Prospectus.

 

Ground Lease. Not Applicable

 

Terrorism Insurance. The Parkway Center Mortgage Loan documents require that the “all risk” insurance policies required to be maintained by the borrower provide coverage for terrorism in an amount equal to the full replacement cost of the Parkway Center 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.

 

24

 

 

No. 4 – 1801 L Street
 
Loan Information   Property Information
Mortgage Loan Seller: Well Fargo Bank, National Association   Single Asset/Portfolio: Single Asset

Credit Assessment

(DBRS/Fitch/Moody’s):

NR/NR/NR   Property Type: Multifamily
Original Principal Balance: $38,000,000   Specific Property Type: Low Rise
Cut-off Date Balance: $38,000,000   Location: Sacramento, CA
% of Initial Pool Balance: 5.8%   Size: 176 Units
Loan Purpose: Refinance  

Cut-off Date Balance Per Unit:

$215,909
Borrower Name: 1801 L Street Associates, a California Limited Partnership   Year Built/Renovated: 2007/NAP
Borrower Sponsors: Sotiris K. Kolokotronis; Matina R. Kolokotronis   Title Vesting: Fee
Mortgage Rate: 4.845%   Property Manager: FPI Management, Inc.
Note Date: June 13, 2018   4th Most Recent Occupancy(As of)(3): 95.5% (12/31/2014)
Anticipated Repayment Date: NAP   3rd Most Recent Occupancy (As of)(3): 95.7% (12/31/2015)
Maturity Date: July 11, 2028   2nd Most Recent Occupancy (As of)(3): 95.3% (12/31/2016)
IO Period: 120 months   Most Recent Occupancy (As of)(3): 96.3% (12/31/2017)
Loan Term (Original): 120 months   Current Occupancy (As of)(3): 94.3% (4/23/2018)
Seasoning: 0 months      
Amortization Term (Original): NAP   Underwriting and Financial Information:
Loan Amortization Type: Interest-only, Balloon   4th Most Recent NOI (As of): $2,691,028 (12/31/2015)
Interest Accrual Method: Actual/360   3rd Most Recent NOI (As of): $2,751,164 (12/31/2016)
Call Protection: L(24),D(92),O(4)   2nd Most Recent NOI (As of): $2,951,790 (12/31/2017)
Lockbox Type: Springing   Most Recent NOI (As of): $2,973,148 (TTM 4/30/2018)
Additional Debt(1): Yes      
Additional Debt Type(1): Subordinate   U/W Revenues: $4,789,700
      U/W Expenses: $1,721,068
      U/W NOI: $3,068,632
Escrows and Reserves(2):     U/W NCF: $3,007,209
      U/W NOI DSCR: 1.64x
Type: Initial Monthly Cap (If Any)   U/W NCF DSCR: 1.61x
Taxes $117,936 $29,484 NAP   U/W NOI Debt Yield: 8.1%
Insurance $54,120 $4,510 NAP   U/W NCF Debt Yield: 7.9%
Immediate Repair Reserve $63,232 $0 NAP   As-Is Appraised Value: $60,260,000
Replacement Reserves $0 $4,216 NAP   As-Is Appraisal Valuation Date: April 9, 2018
Leasing Reserves $160,000 $903 NAP   Cut-off Date LTV Ratio(1): 63.1%
Economic Holdback Reserve $700,000 $0 NAP   LTV Ratio at Maturity or ARD(1): 63.1%
             
               
(1)See “Subordinate and Mezzanine Indebtedness” section. All statistical information related to the balance per square foot, loan-to-value (“LTV”) ratios, debt service coverage ratios and debt yields are based solely on the 1801 L Street Mortgage Loan. The Subordinate Agency Loan (as defined below) has a current balance of approximately $6,244,117 and, with accrued interest, is projected to have a total outstanding balance of approximately $8,649,945 at the Maturity Date of the 1801 L Street Mortgage Loan. Assuming full interest deferral (as outlined in the “Subordinate and Mezzanine Indebtedness” section), the Cut-off Date LTV Ratio and LTV Ratio at Maturity based on the 1801 L Street Mortgage Loan and Subordinate Agency Loan are 73.4% and 77.4%, respectively.

(2)See “Escrows” section.

(3)See “Historical Occupancy” section.

 

The Mortgage Loan. The 1801 L Street mortgage loan (the “1801 L Street Mortgage Loan”) is evidenced by a single promissory note secured by a first mortgage encumbering the fee interest in a multifamily property located in Sacramento, California (the “1801 L Street Property”). The 1801 L Street Mortgage Loan was originated on June 13, 2018 by Wells Fargo Bank, National Association. The 1801 L Street Mortgage Loan had an original principal balance of $38,000,000, has an outstanding principal balance as of the Cut-off Date of $38,000,000 and accrues interest at an interest rate of 4.845% per annum. The 1801 L Street 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 full term of the 1801 L Street Mortgage Loan. The 1801 L Street Mortgage Loan matures on July 11, 2028.

 

Following the lockout period, on any date before March 11, 2028, the borrower has the right to defease the 1801 L Street Mortgage Loan in whole, but not in part. The 1801 L Street Mortgage Loan is prepayable without penalty on or after March 11, 2028.

 

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

 

 

1801 L STREET

 

Sources and Uses

 

Sources         Uses      
Original loan amount $38,000,000   100.0%   Refinance $34,520,353   90.8%
          Reserves 1,095,288   2.9
          Closing costs 785,449   2.1
              Return of equity 1,598,910   4.2
Total Sources $38,000,000   100.0%   Total Uses $38,000,000   100.0%

 

The Property. The 1801 L Street Property is a class A, four-story multifamily property located in Sacramento, California. Constructed in 2007 by the borrower sponsor for a total cost of approximately $45.3 million, the 1801 L Street Property comprises 176 unfurnished apartment units and also contains 10,840 square feet of ground floor retail space (11.5% of the underwritten effective gross income). The apartment units include 38 studio units, 97 one-bedroom units, 39 two-bedroom units, and two three-bedroom units. Common area amenities at the 1801 L Street Property include an outdoor swimming pool, spa, fitness center, and storage closets. Unit amenities include wood flooring, in-unit washer/dryer, walk-in closet, balcony, granite countertops, garbage disposal, and stainless steel appliances including an oven/range combination, dishwasher, and refrigerator/freezer. As of April 23, 2018, the multifamily component of the 1801 L Street Property was 94.3% occupied and has averaged 95.4% occupancy since 2014. As of April 23, 2018, the retail space was 71.1% leased by six tenants. There is an executed letter of intent for the remaining 28.9% of the retail net rentable area; however, the lender provides no assurance that such letter of intent will result in a lease being executed.

 

The 1801 L Street Property contains a secured access parking garage with 160 parking spaces, resulting in a parking ratio of 0.9 spaces per unit. The parking is rented to residents on a monthly basis ($175 per month for an unreserved space or $250 per month for a reserved space) and is also used as hourly and event parking pursuant to an agreement with the City of Sacramento.

 

In conjunction with a subordinate agency loan from the Housing Authority of the City of Sacramento (see “Subordinate and Mezzanine Indebtedness” section), the 1801 L Street Property is subject to regulatory agreements expiring in 2032 and 2057 with The Redevelopment Agency of the City of Sacramento and the California Tax Credit Allocation Committee. As part of the agreements, the 1801 L Street Property is required to allocate 36 Below-Market-Rate (“BMR”) units to Very Low Income residents (tenants earning less than 50% of the Sacramento Area Median Income (“AMI”)) and 9 BMR units to Moderate Income residents (tenants earning less than 110% of the AMI). The 45 BMR units are 100.0% leased with a waiting list of more than 800 people as of May 31, 2018, according to the property manager. The 1801 L Street Property receives a 20.45% tax exemption so long as 36 BMR units are allocated to Very Low Income residents. Twenty of the BMR units at the 1801 L Street Property are subject to an agreement expiring in 2032, and the remaining 25 BMR units are subject to an agreement expiring in 2057.

 

The following table presents certain information relating to the unit mix of the 1801 L Street Property:

 

Unit Mix Summary(1)

 

Unit Type Total No. of Units % of Total Units Average Unit Size (SF) No. of BMR Units Average Monthly Rent per Unit (Market Rate Units) Average Monthly Rent per Unit (BMR)
Studio / 1 Bathroom 38 21.6% 459 12 $1,521 $825(2)
1 Bedroom / 1 Bathroom 97 55.1% 756 24 $2,083 $762(3)
2 Bedroom / 2 Bathroom 39 22.2% 1,057 9 $2,569 $907(4)
3 Bedroom / 2 Bathroom 2 1.1% 1,885 0 $4,473 NAP
Total/Weighted Average 176 100.0% 772 45 $2,126 $808
(1)Information obtained from the appraisal and underwritten rent roll.

(2)Eight BMR units are rented at an average rate of $575 per month to Very Low Income tenants, and four BMR units are rented at an average rate of $1,325 to Moderate Income tenants.

(3)20 BMR units are rented at an average rate of $635 per month to Very Low Income tenants, and four BMR units are rented at an average rate of $1,400 to Moderate Income tenants.

(4)Eight BMR units are rented at an average rate of $793 per month to Very Low Income tenants, and one BMR unit is rented at $1,820 to a Moderate Income tenant.

 

The following table presents historical occupancy percentages at the 1801 L Street Property:

 

Historical Occupancy

 

12/31/2014(1)(2)

12/31/2015(1)(2)

12/31/2016(1)(2)

12/31/2017(1)(2)

4/23/2018(2)(3)

95.5% 95.7% 95.3% 96.3% 94.3%

 

(1)Information obtained from the borrower.

(2)Occupancy shown above represents the multifamily component of the 1801 L Street Property. Historical occupancy of the retail portion is as follows: 96.5% in 2014; 100.0% in 2015; 99.9% in 2016; and 76.0% in 2017. As of April 23, 2018, the retail component was 71.1% occupied by six tenants. There is an executed letter of intent for the remaining 28.9% of the net rentable area of the retail space; however, the lender provides no assurance that such letter of intent will result in a lease being executed.

(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.

 

26

 

 

1801 L STREET

 

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 1801 L Street Property:

 

Cash Flow Analysis

 

  2015 2016 2017 TTM 4/30/2018 U/W % of U/W Effective Gross Income

U/W $

per Unit

Base Rent $3,067,566 $3,250,777 $3,370,316 $3,415,454 $3,519,180     73.5% $19,995
Grossed Up Vacant Space 0 0 0 0 $105,900     2.2 602
Retail Income 559,693 399,929 460,237 466,571 549,430(1) 11.5 3,122
Parking Income 348,415 484,489 512,133 525,080 525,080    11.0 2,983
Other Income(2) 242,710 283,722 278,233 271,364 271,364    5.7 1,542
Less Vacancy & Credit Loss

0

0

0

0

(181,254)(3)

(3.8)

(1,030)

               
Effective Gross Income $4,218,384 $4,418,917 $4,620,919 $4,678,469 $4,789,700    100.0% $27,214
               
Total Operating Expenses $1,527,355 $1,667,754 $1,669,129 $1,705,321 $1,721,068    35.9% $9,779
 

 

 

 

 

 

 

 

Net Operating Income $2,691,028 $2,751,164 $2,951,790 $2,973,148 $3,068,632    64.1% $17,435
Capital Expenditures 0 0 0 0 50,583    1.1 287
TI/LC

0

0

0

0

10,840   

0.2

62

Net Cash Flow $2,691,028 $2,751,164 $2,951,790 $2,973,148 $3,007,209    62.8% $17,086
               
NOI DSCR 1.44x 1.47x 1.58x 1.59x 1.64x    
NCF DSCR 1.44x 1.47x 1.58x 1.59x 1.61x    
NOI DY 7.1% 7.2% 7.8% 7.8% 8.1%    
NCF DY 7.1% 7.2% 7.8% 7.8% 7.9%    

 

(1)U/W Retail Income includes $93,840 of base rent, plus applicable reimbursements, attributed to an executed letter of intent related to the currently vacant retail space totalling 3,128 square feet. The lender provides no assurance that such letter of intent will result in a lease being executed, and the 1801 L Street Mortgage Loan is structured with a $700,000 economic holdback, which the lender is required to apply to pay down the principal balance of the mortgage loan if a lease is not executed on such currently vacant retail space (along with additional conditions fully outlined in the “Escrows” section) by June 1, 2021. Removing credit for the aforementioned letter of intent from the U/W would result in an U/W Net Cash Flow of $2,950,525, which would reflect a NCF DSCR and NCF DY of 1.58x and 7.8%, respectively, based on the $38,000,000 Original Principal Balance of the 1801 L Street Mortgage Loan and a NCF DSCR and NCF DY of 1.58x and 7.9%, respectively, based on the $37,300,000 net-of-holdback principal balance (Original Principal Balance minus the $700,000 economic holdback).

(2)Other income includes laundry, storage, application fees, pet fees, and other revenue.

(3)The underwritten economic vacancy is 5.0%. The multifamily component of the 1801 L Street Property was 94.3% physically occupied and 97.1% economically occupied as of April 23, 2018.

 

Appraisal. As of the appraisal valuation date of April 9, 2018, the 1801 L Street Property had an “as-is” appraised value of $60,260,000.

 

Environmental Matters. According to a Phase I environmental site assessment dated April 19, 2018, there was no evidence of any recognized environmental conditions at the 1801 L Street Property.

 

Market Overview and Competition. The 1801 L Street Property is located in downtown Sacramento, California, approximately 11.2 miles southeast of the Sacramento International Airport. Sacramento is the capital of the state of California and is located at the nucleus of several major freeways, including U.S. Highway 50, State Highway 99, and Interstates 5 and 80. These freeways provide access to the San Francisco Bay Area to the west, Southern California to the south, Oregon and Washington to the north, and Nevada to the east. The Sacramento metropolitan statistical area (“MSA”) has a population of approximately 2.1 million people and its economy is primarily driven by the government sector, with federal, state and local government being the largest employers in the MSA, followed by the agriculture, education and healthcare industries. Additionally, the inland Port of West Sacramento’s deep water port connecting to San Francisco Bay via a 43-mile channel provides transportation services for goods grown and produced along the farming communities surrounding the MSA.

 

Approximately 1.1 miles west of the 1801 L Street Property is the Golden 1 Center, home of the Sacramento Kings (the “Kings”) of the National Basketball Association (“NBA”). Matina Kolokotronis, one of the borrower sponsors of the 1801 L Street Mortgage Loan, is the Chief Operating Officer (“COO”) of the Kings and has been involved in the development of Golden 1 Center, as well as its adjacent approximately $500 million mixed-use development project, Downtown Commons. Golden 1 Center opened in September 2016 and is recognized as being a “green” and technologically advanced arena. According to a third party market report, since the opening of Golden 1 Center, 11 Downtown properties with more than 1.3 million square feet of office space have been sold, totaling more than $359 million with additional development projects currently under construction and in the planning stages. In its inaugural year, Golden 1 Center hosted more than 350 events, including 161 ticketed events (43 concerts, 34 family shows, 16 graduations, 25 live sporting events and 43 Kings’ basketball games), as well as hundreds of community and private events. Additionally, the NCAA March Madness tournament returned to Sacramento in 2017 for the first time in 10 years.

 

According to the appraisal, the estimated 2017 population within a three- and five-mile radius of the 1801 L Street Property was 140,969 and 360,886, respectively; while the estimated average household income within the same radii was $79,399 and $71,173, respectively. According to a third party market report, Sacramento and the greater Northern California region are experiencing an influx of people, primarily from the Bay Area, moving to the region in search of more affordable living. According to a third party market report as of December 2017, more than 17,000 people commute from Sacramento to the Bay Area for work.

 

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

 

 

1801 L STREET

 

According to a third party market research report, the 1801 L Street Property is located in the Downtown submarket of the Sacramento multifamily market. As of year-end 2017, the class A submarket reported total inventory of 1,457 multifamily units with a 4.9% vacancy rate and average monthly asking rent of $1,882 with projected rent growth of 4.8% over the next 12 months.

 

The following table presents certain information relating to comparable multifamily properties for the 1801 L Street Property:

 

Competitive Set(1)

 

  1801 L Street (Subject) Legado de Ravel Apartments EVIVA Midtown Fremont Mews 16 Powerhouse 800 J Lofts Linq Midtown
Location Sacramento, CA Sacramento, CA Sacramento, CA Sacramento, CA Sacramento, CA Sacramento, CA Sacramento, CA
Distance to Subject -- 0.5 miles 0.4 miles 0.6 miles 0.5 miles 0.9 miles 1.5 miles
Property Type Low Rise Mid Rise Mid Rise Garden Mid Rise Mid Rise Garden
Year Built/Renovated 2007/NAP 2014/NAP 2016/NAP 2006/NAP 2015/NAP 2006/NAP 2010/NAP
Number of Units 176 84 118 70 50 225 275
Average Monthly Rent (per unit)              
Studio $1,521(2) NAP $1,900 $1,762 NAP $1,317 $1,674
1 Bedroom $2,083(2) $1,792 $2,056 $2,000 $2,450 $2,120 $1,965
2 Bedroom $2,569(2) $2,378 $2,970 $2,399 $3,694 $2,633 $2,324
3 Bedroom $4,473(2) NAP NAP NAP NAP NAP NAP
Occupancy 94.3% 98.8% 94.9% 95.7% 100.0% 96.0% 96.4%

 

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

(2)The rents shown represent the market rate units at the 1801 L Street Property. See “Unit Mix Summary” above for information related to the BMR units at the 1801 L Street Property.

 

The Borrower. The borrower is 1801 L Street Associates, a California Limited Partnership, a single purpose entity with one independent director. Legal counsel to the borrower delivered a non-consolidation opinion in connection with the origination of the 1801 L Street Mortgage Loan. Sotiris K. Kolokotronis and Matina R. Kolokotronis, each an individual, individually and/or collectively, are the guarantors of certain nonrecourse carveouts under the 1801 L Street Mortgage Loan.

 

The Borrower Sponsors. The borrower sponsors are Sotiris K. Kolokotronis and Matina R. Kolokotronis, husband and wife and long-time Sacramento residents. Sotiris Kolokotronis is the founder and owner of SKK Developments, a real estate firm that specializes in mixed-use, multi-family and land development projects. Mr. Kolokotronis began his real estate career in 1985 and has been involved in developing more than 7,000 residential home sites, 2,000 single-family homes, 1,500 multi-family units, and 300,000 square feet of commercial buildings in Northern California, Colorado, Nevada, and Oregon that are valued at more than $1.0 billion. Mr. Kolokotronis is currently involved in the development of multiple projects in Sacramento’s urban core valued at approximately $225 million. Mr. Kolokotronis is also involved in the planning and entitlement of approximately 3,000 acres in Sacramento. Mr. Kolokotronis was subjected to a foreclosure in 2010 and personal bankruptcy 2012, which have both been resolved. See “Description of the Mortgage Pool— Loan Purpose; Default History, Bankruptcy Issues and Other Proceedings” in the Preliminary Prospectus.

 

As previously mentioned, Mrs. Kolokotronis is the COO of the Kings, has worked for the Kings for 21 years, and is the only woman in the NBA to hold the titles of both Chief Operating Officer and President of Business Operations. Mrs. Kolokotronis has been involved in the development of the Kings’ new downtown arena, Golden 1 Center, as well as its adjacent $500 million mixed-use development project, Downtown Commons. Together, Golden 1 Center and Downtown Commons are part of nearly $2.0 billion in investment in downtown Sacramento since 2015.

 

Escrows. The loan documents provide for upfront reserves of $117,936 for real estate taxes, $54,120 for insurance, $63,232 for immediate repairs, and $160,000 for outstanding tenant improvements and leasing commissions (“TI/LC”). The loan documents also provide for ongoing monthly reserves of $29,484 for real estate taxes, $4,510 for insurance, $4,216 for replacement reserves, and $903 for general TI/LCs.

 

The 1801 L Street Mortgage Loan is structured with a $700,000 upfront economic holdback. The loan documents require the lender to disburse the economic holdback reserve funds to the borrower if the following conditions are satisfied on or before June 1, 2021: (i) no Cash Trap Event Period (as defined below) then exists; (ii) the net cash flow debt yield is equal to or greater than 7.9%; (iii) the net cash flow debt service coverage ratio (calculated based on a hypothetical 30-year amortization schedule) is equal to or greater than 1.20x; (iv) lender has reasonably determined there have been no material changes that could adversely impact the 1801 L Street Property; and (v) the currently vacant retail space, totaling 3,128 square feet, is leased with such tenant being in occupancy, paying full, unabated rent, with all TI/LCs having been paid. If the preceding conditions are not satisfied as of June 1, 2021, the lender is required to apply the economic holdback reserve funds to pay down the principal balance of the 1801 L Street Mortgage Loan. There is an executed letter of intent for the currently vacant retail space, which is included in the lender’s underwritten net cash flow ($93,840 of annual rent included in Retail Income); however, the lender provides no assurance that such letter of intent will result in a lease being executed.

 

Lockbox and Cash Management. Upon the occurrence and continuance of a Cash Trap Event Period (as defined below), the 1801 L Street Mortgage Loan requires the borrower to establish a lender-controlled lockbox account and instruct tenants to deposit rents into such lockbox account. 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. During a Cash Trap Event Period, all excess funds are required to be swept to an excess cash flow subaccount controlled by the 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.

 

28

 

 

1801 L STREET

 

A “Cash Trap Event Period” will commence upon the earlier of the following:

 

(i)the occurrence of an event of default; or

(ii)the net cash flow debt service coverage ratio falling below 1.45x at the end of any calendar quarter.

 

A Cash Trap Event Period will end upon the occurrence of the following:

 

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

with regard to clause (ii), the net cash flow debt service coverage ratio being equal to or greater than 1.55x for two consecutive calendar quarters.

 

Property Management. The 1801 L Street Property is managed by FPI Management, Inc. (“FPI”), a privately owned, third party multifamily property manager. FPI manages more than 100,000 units located in 13 states, and its portfolio consists of approximately 60% market rate units and 40% affordable units.

 

Assumption. The borrower has the two-time right to transfer the 1801 L Street Property, provided that certain conditions are satisfied, including (i) no event of default has occurred and is continuing; (ii) the lender has reasonably determined that the proposed transferee and guarantor satisfy the lender’s credit review and underwriting standards, taking into consideration the transferee’s experience, financial strength and general business standing; and (iii) if required by the lender, rating agency confirmation from DBRS, Fitch and Moody’s that the transfer will not result in a downgrade, withdrawal or qualification of the respective ratings assigned to the Series WFCM 2018-C45 certificates.

 

Partial Release. Not permitted.

 

Real Estate Substitution. Not permitted.

 

Subordinate and Mezzanine Indebtedness. The Housing Authority of the City of Sacramento (the “Subordinate Lender”), as successor to the Redevelopment Agency of the City of Sacramento, funded a $4,750,000 subordinate agency loan (the “Subordinate Agency Loan”) to 1801 L Street Associates in January 2006. The Subordinate Agency Loan is secured by the 1801 L Street Property. The Subordinate Agency Loan accrues interest at a rate of 4.000% per annum, however, payments are deferred, and interest accrues, unless the 1801 L Street Property’s average net operating income (“NOI”) meets or exceeds certain thresholds as tested every five years, on a trailing five-year basis, beginning in 2021. The trailing five-year NOI thresholds in 2021, 2026 and 2031 are $3,409,078, $4,217,573 and $5,210,656, respectively. If the 2021 NOI threshold is met (based on the trailing five-year test period ending December 31, 2020), monthly payments are required in the amount of $24,167 in 2021 through 2025, $43,333 in 2026 through 2030, $78,000 in 2031 through 2035 and $83,799 due on January 1, 2036. If the 2026 NOI threshold is met (based on the trailing five-year test period ending December 31, 2025), monthly payments are required in the amount of $43,333 in 2026 through 2030, $103,583 in 2031 through 2035 and $105,715 due on January 1, 2036. If the 2031 NOI threshold is met (based on the trailing five-year test period ending December 31, 2030), monthly payments are required in the amount of $168,417 in 2031 through 2035, and $174,044 due on January 1, 2036.

 

As of June 2018, the Subordinate Agency Loan has accrued interest of $1,494,117, bringing the total balance of the Subordinate Agency Loan to approximately $6,244,117. The Subordinate Agency Loan has a maturity date of January 1, 2036. Assuming the NOI threshold is not satisfied in 2021, 2026, or 2031, no payments will be required until the Subordinate Agency Loan matures in 2036, at which point the balance, including principal and accrued interest, would be approximately $10,260,000. If the NOI threshold is not satisfied in 2021 or 2026, the total balance of the Subordinate Agency Loan, including principal and accrued interest, at the maturity date of the 1801 L Street Mortgage Loan in 2028 would be approximately $8,649,945.

 

The lender of the 1801 L Street Mortgage Loan (the “Senior Lender”) has the right of notice and the right to cure for any defaults under the Subordinate Agency Loan agreement. The Subordinate Agency Loan is fully subordinate to the 1801 L Street Mortgage Loan pursuant to the 1801 L Street Subordination Agreement, and a default under the Subordinate Agency Loan agreement is a default under the 1801 L Street Mortgage Loan documents. A foreclosure of the 1801 L Street Mortgage Loan would extinguish the deed of trust securing the Subordinate Agency Loan, and the Senior Lender or any purchaser of the 1801 L Street Mortgage Loan at foreclosure would take the 1801 L Street Property free and clear. In addition, the associated Affordable Housing Agreement will automatically terminate (although Federal law requires the continuation of affordable housing for three years after the termination of the Affordable Housing Agreement).

 

Ground Lease. None.

 

Terrorism Insurance. The loan documents require that the “all risk” insurance policies required to be maintained by the borrower provide coverage for terrorism in an amount equal to the full replacement cost of the 1801 L Street Property. The loan documents also require business interruption insurance covering no less than the 18-month period following the occurrence of a casualty event, together with a six-month extended period of indemnity.

 

Earthquake Insurance. The loan documents do not require earthquake insurance. The seismic report indicated a probable maximum loss for the 1801 L Street Property of 10.0%.

 

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

 

29

 

 

No. 5 – ExchangeRight Net Leased Portfolio #21
 
Loan Information   Property Information
Mortgage Loan Seller: Barclays Bank PLC   Single Asset/Portfolio: Portfolio

Credit Assessment

(DBRS/Fitch/Moody’s):

NR/NR/NR   Property Type: Various
Original Principal Balance: $37,795,000   Specific Property Type: Various
Cut-off Date Balance: $37,795,000   Location(3): Various
% of Initial Pool Balance: 5.7%   Size: 263,629 SF
Loan Purpose: Acquisition   Cut-off Date Balance Per SF: $143.36
Borrower Name(1): ExchangeRight Net Leased Portfolio 21 DST   Year Built/Renovated(3): Various
Borrower Sponsor: ExchangeRight Real Estate   Title Vesting: Fee
Mortgage Rate: 4.2700%   Property Manager: Self-managed
Note Date: April 9, 2018   4th Most Recent Occupancy(4): NAV
Anticipated Repayment Date: NAP   3rd Most Recent Occupancy(4): NAV
Maturity Date: April 6, 2028   2nd Most Recent Occupancy(4): NAV
IO Period: 120 months   Most Recent Occupancy(4): NAV
Loan Term (Original): 120 months   Current Occupancy (As of): 100.0% (7/1/2018)
Seasoning: 3 months    
Amortization Term (Original): NAP   Underwriting and Financial Information:
Loan Amortization Type: Interest-only, Balloon      
Interest Accrual Method: Actual/360   4th Most Recent NOI(5): NAV
Call Protection: L(27),D(89),O(4)   3rd Most Recent NOI(5): NAV
Lockbox Type: Hard/Springing Cash Management   2nd Most Recent NOI(5): NAV
Additional Debt: None   Most Recent NOI(5): NAV
Additional Debt Type: NAP      
          U/W Revenues: $4,024,258
          U/W Expenses: $381,942
          U/W NOI: $3,642,316
          U/W NCF: $3,580,000
Escrows and Reserves(2):         U/W NOI DSCR: 2.23x
          U/W NCF DSCR: 2.19x
Type: Initial Monthly Cap (If Any)   U/W NOI Debt Yield: 9.6%
Taxes $68,033 $13,633 NAP   U/W NCF Debt Yield: 9.5%
Insurance $1,728 $1,728 NAP   As-Is Appraised Value(6): $61,230,000
Replacement Reserves $244,457 $1,409 NAP   As-Is Appraisal Valuation Date(6): Various
TI/LC Reserve $500,000 $15,378 NAP   Cut-off Date LTV Ratio: 61.7%
Deferred Maintenance $52,133 $0 NAP   LTV Ratio at Maturity or ARD: 61.7%
             
               
(1)See “The Borrower” section.

(2)See “Escrows” section.

(3)See “The Properties” section.

(4)See “Historical Occupancy” section.

(5)See “Cash Flow Analysis” section. Historical cash flows are unavailable as the ExchangeRight Properties (as defined below) were acquired by ExchangeRight (as defined below) between December 2017 and April 2018. According to ExchangeRight, the sellers of the ExchangeRight Properties did not provide historical operating statements to ExchangeRight.

(6)See “Appraisal” section. Each of the ExchangeRight Properties was valued individually. The appraisals are dated from January 22, 2018 to March 23, 2018.

 

The Mortgage Loan. The mortgage loan (the “ExchangeRight Mortgage Loan”) is evidenced by a single promissory note that is secured by a first mortgage encumbering 20 cross-collateralized, triple-net leased, retail and medical office properties located in 10 states (the “ExchangeRight Properties”). The ExchangeRight Mortgage Loan was originated on April 9, 2018 by Barclays Bank PLC. The ExchangeRight Mortgage Loan had an original principal balance of $37,795,000, has an outstanding principal balance as of the Cut-off Date of $37,795,000 and accrues interest at an interest rate of 4.2700% per annum. The ExchangeRight Mortgage Loan had an initial term of 120 months, has a remaining term of 117 months as of the Cut-off Date and requires interest-only payments through its term. The ExchangeRight Mortgage Loan matures on April 6, 2028.

 

Following the lockout period, the borrower has the right to defease the ExchangeRight Mortgage Loan in whole, but not in part, on any date before January 6, 2028. The ExchangeRight Mortgage Loan is prepayable without penalty on or after January 6, 2028.

 

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

 

 

EXCHANGERIGHT NET LEASED PORTFOLIO #21

 

Sources and Uses

 

Sources         Uses      
Original loan amount $37,795,000   60.3%   Purchase price $61,022,845           97.4%
Sponsor’s new cash contribution 24,853,186   39.7   Reserves 866,351   1.4
          Closing costs 758,990   1.2
Total Sources $62,648,186   100.0%   Total Uses $62,648,186         100.0%

 

The Properties. The ExchangeRight Properties are comprised of 17 retail and 3 medical office properties totaling 263,629 square feet located in 10 states. The largest geographical concentrations by state include Ohio (six properties, 22.5% of the allocated Cut-Off date balance), Virginia (two properties, 18.6% of the allocated Cut-Off date balance) and Louisiana (three properties, 12.9% of the allocated Cut-Off date balance). Built between 1992 and 2018, the ExchangeRight Properties range in size from 6,500 square feet to 55,000 square feet. As of July 1, 2018, the ExchangeRight Properties were 100.0% occupied.

 

The ExchangeRight Properties include nationally recognized credit-tenants, such as Dollar General (rated Baa2/BBB by Moody’s/S&P), Walgreens (rated BBB/Baa2/BBB by Fitch/Moody’s/S&P), Fresenius Medical Care (rated BBB-/Baa3/BBB- by Fitch/Moody’s/S&P), Advance Auto Parts (rated Baa2/BBB- by Moody’s/S&P) and O’Reilly Auto Parts (rated Baa1/BBB by Moody’s/S&P). Credit rated tenants occupy 14 of the 20 properties representing 62.6% of underwritten base rent (leases are directly with rated entities or are guaranteed by such entities, with the exception of O’Reilly Auto Parts). The ExchangeRight Properties have a weighted average remaining initial lease term of approximately 13.1 years. If the fully extended lease maturity dates are used, the weighted average remaining lease term is approximately 34.7 years. Leases representing approximately 86.4% of the net rentable area and 85.4% of the underwritten base rent expire after the ExchangeRight Mortgage Loan maturity date. No individual property accounts for more than 11.4% of the underwritten base rent of the ExchangeRight Properties. The largest property, Hobby Lobby – Birmingham, comprises approximately 55,000 square feet (20.9% of the total net rentable area) and $440,000 of the underwritten base rent (11.4% of underwritten base rent). Excluding Hobby Lobby – Birmingham, no individual property accounts for more than 10.1% of the underwritten base rent.

 

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

 

Tenant Name City, State

Allocated Cut-off

Date

Balance

% of

Portfolio

Cut-off

Date

Balance

Occupancy Year Built/ Renovated Net
Rentable Area (SF)
Lease
Expiration

Appraised

Value(1)

Walgreens Yorktown, VA $4,150,000 11.0% 100.0% 2007/NAP 14,739 5/31/2033 $6,330,000
Hobby Lobby Birmingham, AL $4,000,000 10.6% 100.0% 2017/NAP 55,000 4/30/2032 $7,325,000
Fresenius Medical Care Belpre, OH $3,130,000 8.3% 100.0% 2017/NAP 7,516 11/30/2032 $4,550,000
Tractor Supply Chesapeake, VA $2,875,000 7.6% 100.0% 2012/NAP 19,097 4/30/2028 $4,475,000
Tractor Supply Hollywood, MD $2,875,000 7.6% 100.0% 2013/NAP 20,097 3/1/2028 $4,800,000
Fresenius Medical Care Chicago, IL $2,800,000 7.4% 100.0% 2017/NAP 9,396 12/31/2032 $4,400,000
Walgreens Valrico, FL $2,700,000 7.1% 100.0% 1997/NAP 15,930 11/30/2029 $4,350,000
Tractor Supply Scott, LA $2,265,000 6.0% 100.0% 2017/NAP 19,097 10/20/2032 $3,850,000
Dollar General Harvey, LA $1,640,286 4.3% 100.0% 2013/NAP 12,406 4/30/2028 $2,630,000
Fresenius Medical Care Hammond, IN $1,550,000 4.1% 100.0% 2008/NAP 6,834 9/30/2027 $2,350,000
Walgreens Huber Heights, OH $1,479,420 3.9% 100.0% 1998/NAP 13,905 6/30/2028 $2,390,000
Dollar General Reynoldsburg, OH $1,050,000 2.8% 100.0% 2017/NAP 7,489 1/31/2033 $1,510,000
Dollar General Amherst, OH $1,034,007 2.7% 100.0% 2017/NAP 9,026 1/31/2033 $1,510,000
Dollar General Louisville, OH $1,000,000 2.6% 100.0% 2017/NAP 9,026 11/30/2032 $1,480,000
Dollar General Mandeville, LA $980,000 2.6% 100.0% 2012/NAP 9,026 9/30/2027 $1,500,000
Advance Auto Parts Gillette, WY $929,781 2.5% 100.0% 1998/2017 7,000 5/31/2032 $2,100,000
Napa Auto Parts McHenry, IL $925,000 2.4% 100.0% 2006/NAP 7,000 4/5/2038 $1,470,000
O’Reilly Auto Parts Knoxville, TN $900,000 2.4% 100.0% 1997/NAP 6,500 4/14/2028 $1,450,000
Dollar General Warren, OH $796,680 2.1% 100.0% 2018/NAP 7,545 1/31/2033 $1,290,000
Napa Auto Parts Crystal Lake, IL $714,825 1.9% 100.0% 1992/NAP 7,000 4/5/2038 $1,470,000
Total/Weighted Average   $37,795,000 100.0% 100.0%   263,629   $61,230,000
                       
(1)In addition, each appraisal provides a “go-dark” value for the related property. The ExchangeRight Properties have an aggregate “go-dark” value of $36,160,000.

 

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

 

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EXCHANGERIGHT NET LEASED PORTFOLIO #21

 

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

 

Major Tenants

Tenant Name Credit Rating (Fitch/Moody’s/
S&P)(1)
Number of Properties Tenant NRSF % of NRSF Annual U/W Base Rent PSF Annual U/W
Base Rent
% of Total Annual U/W Base Rent Lease
Expiration
Date
                 
Major Tenants                
Tractor Supply NR/NR/NR 3 58,291 22.1% $13.92 $811,271 21.1% Various(2)
Hobby Lobby NR/NR/NR 1 55,000 20.9% $8.00 $440,000 11.4% 4/30/2032(3)
Dollar General NR/Baa2/BBB 6 54,518 20.7% $12.01 $654,518 17.0% Various(4)
Walgreens BBB/Baa2/BBB 3 44,574 16.9% $18.13 $807,955 21.0% Various(5)
Fresenius Medical Care BBB-/Baa3/BBB- 3 23,746 9.0% $30.08 $714,362 18.5% Various(6)
Napa Auto Parts NR/NR/NR 2 14,000 5.3% $13.63 $190,800 5.0% 4/5/2038(7)
Advance Auto Parts NR/Baa2/BBB- 1 7,000 2.7% $18.89 $132,250 3.4% 5/31/2032(8)
O’Reilly Auto Parts NR/Baa1/BBB 1 6,500 2.5% $15.56 $101,129 2.6% 4/14/2028(9)
Occupied Collateral Total 20 263,629 100.0% $14.61 $3,852,285 100.0%  
                 
Vacant Space     0 0.0%        
                 
Collateral Total     263,629 100.0%        
                 

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

(2)Tractor Supply is a tenant at three of the ExchangeRight Properties and leases 20,097 square feet at the Tractor Supply - Hollywood property under a lease that expires on March 1, 2028 and has four, five-year renewal options; 19,097 square feet at the Tractor Supply - Chesapeake property under a lease that expires on April 30, 2028 and has four, five-year renewal options and 19,097 square feet at the Tractor Supply - Scott property under a lease that expires on October 20, 2032 and has four, five-year renewal options.

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

(4)Dollar General is a tenant at six of the ExchangeRight Properties and leases 12,406 square feet at the Dollar General - Harvey property under a lease that expires on April 30, 2028 and has four, five-year renewal options; 9,026 square feet at the Dollar General – Amherst property under a lease that expires on January 31, 2033 and has four, five-year renewal options; 9,026 square feet at the Dollar General – Louisville property under a lease that expires on November 30, 2032 and has four, five-year renewal options; 9,026 square feet at the Dollar General – Mandeville property under a lease that expires on September 30, 2027 and has three, five-year renewal options; 7,545 square feet at the Dollar General – Warren property under a lease that expires on January 31, 2033 and has four, five-year renewal options and 7,489 square feet at the Dollar General - Reynoldsburg property under a lease that expires on January 31, 2033 and has four, five-year renewal options.

(5)Walgreens is a tenant at three of the ExchangeRight Properties and leases 15,930 square feet at the Walgreens – Valrico property under a lease that expires on November 30, 2029 and has seven, five-year renewal options; 14,739 square feet at the Walgreens - Yorktown property under a lease that expires on May 31, 2033 and has eight, five-year renewal options and 13,905 square feet at the Walgreens – Huber Heights property under a lease that expires on June 30, 2028 and has seven, five-year renewal options.

(6)Fresenius Medical Care is a tenant at three of the ExchangeRight Properties and leases 9,396 square feet at the Fresenius Medical Care - Chicago property under a lease that expires on December 31, 2032 and has three, five-year renewal options; 7,516 square feet at the Fresenius Medical Care – Belpre property under a lease that expires on November 30, 2032 and has three, five-year renewal options and 6,834 square feet at the Fresenius Medical Care - Hammond property under a lease that expires on September 30, 2027 and has two, five-year renewal options.

(7)Napa Auto Parts has four, five-year renewal options under each of the Napa Auto Parts – Crystal Lake property lease and the Napa Auto Parts – McHenry property lease.

(8)Advance Auto Parts has three, five-year renewal options.

(9)O’Reilly Auto Parts has two, five-year 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.

 

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EXCHANGERIGHT NET LEASED PORTFOLIO #21

 

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

 

Lease Expiration Schedule(1)

 

Year Ending
December 31,
No. of Leases Expiring Expiring NRSF % of
Total
NRSF
Cumulative Expiring
NRSF
Cumulative
% of Total
NRSF
Annual
 U/W
Base Rent
% of Total Annual U/W
Base Rent
Annual
 U/W
Base Rent
 PSF
MTM  0 0 0.0%          0 0.0% $0 0.0% $0.00
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 2 15,860 6.0%     15,860 6.0% $268,646 7.0% $16.94
2028 5 72,005 27.3%       87,865 33.3% $1,006,393 26.1% $13.98
Thereafter 13 175,764 66.7% 263,629 100.0% $2,577,246 66.9% $14.66
Vacant  0 0 0.0% 263,629 100.0% $0 0.0% $0.00
Total/Weighted Average 20 263,629 100.0%     $3,852,285 100.0% $14.61
  
(1)Information obtained from the underwritten rent roll.

 

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

 

Historical Occupancy

 

12/31/2014(1)

12/31/2015(1)

12/31/2016(1)

12/31/2017(1)

7/1/2018(2)

NAV NAV NAV NAV 100.0%
   
(1)The ExchangeRight Properties were acquired by ExchangeRight between December 2017 and April 2018. According to ExchangeRight, the sellers of the ExchangeRight Properties did not provide historical operating statements to ExchangeRight.

(2)Information obtained from the underwritten rent roll.

 

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

 

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EXCHANGERIGHT NET LEASED PORTFOLIO #21

 

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

 

Cash Flow Analysis(1)

 

     U/W   % of U/W Effective Gross Income   U/W $/SF
Base Rent(2)   $3,852,285    95.7%    $14.61
Grossed Up Vacant Space     0.0   0.00
Total Reimbursables(3)   273,397    6.8      1.04
Other Income(4)   14,000    0.3   0.05
Less Vacancy(5)  (115,424)   (2.9)    (0.44)
Effective Gross Income   $4,024,258    100.0%   $15.26
             
Total Operating Expenses   $381,942   9.5%   $1.45
             
Net Operating Income                 $3,642,316   90.5%   $13.82
TI/LC(6)   51,210   1.3   0.19
Replacement Reserves(7)   11,107   0.3   0.04
Net Cash Flow                $ 3,580,000   89.0%   $13.58
             
NOI DSCR    2.23x        
NCF DSCR    2.19x        
NOI DY    9.6%        
NCF DY   9.5%        
  
(1)According to ExchangeRight, the sellers of the ExchangeRight Properties did not provide historical operating statements to ExchangeRight.

(2)U/W Base Rent is inclusive of $42,028 of straight-line rent for Fresenius Medical Care - Chicago, Fresenius Medical Care - Hammond, Fresenius Medical Care - Belpre, Dollar General - Mandeville and O’Reilly Auto Parts – Knoxville and $7,664 of rent steps schedule to occur by October 2018.

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

(4)Other Income consists of billboard income for the Fresenius Medical Care – Chicago property.

(5)The underwritten economic vacancy is 5.0% at the property level except for nine properties which are underwritten to a 0.0% economic vacancy. The nine properties are 100.0% occupied by investment grade tenants with at least 11 years remaining on the initial lease term and a fully extended expiration date of 2042 or later. The overall underwritten blended economic vacancy is 2.8%. The ExchangeRight Properties are 100.0% physically occupied as of July 1, 2018.

(6)U/W TI/LC is inclusive of a straight-line credit for the upfront TI/LC Reserve equal to $50,000, which is 10.0% of the upfront TI/LC Reserve of $500,000.

(7)U/W Replacement Reserves is inclusive of a straight-line credit equal to $24,446, which is 10.0% of the upfront Replacement Reserves of $244,457.

 

Appraisal. The ExchangeRight Properties were valued individually, with the individual values reflecting a cumulative “as-is” appraised value of $61,230,000. The appraisals are dated from January 22, 2018 to March 23, 2018. Additionally, each appraisal provided a corresponding “go-dark” value which equates to a cumulative “go-dark” appraised value of $36,160,000 for the ExchangeRight Properties.

 

Environmental Matters. According to the Phase I environmental site assessments, dated from January 10, 2018 to March 28, 2018, there were no recognized environmental conditions at any of the ExchangeRight Properties.

 

The Borrower. The borrower is ExchangeRight Net Leased Portfolio 21 DST, a Delaware Statutory Trust (the “ExchangeRight Borrower”). At loan origination, the ExchangeRight Properties were conveyed and assumed from ExchangeRight Net Leased Portfolio 21, LLC to and by the ExchangeRight Borrower. The ExchangeRight Borrower has master leased the ExchangeRight Properties to a master lessee affiliated with the sponsors. The master lessee is structured as a special purpose entity. The master lessee’s interest in all tenant rents are assigned to the ExchangeRight Borrower, which in turn assigned its interest to the lender.  The lender has the ability to cause the ExchangeRight Borrower to terminate the master lease. The sponsors have a 100% ownership interest in the master lessee. The master lease is subordinate to the ExchangeRight Mortgage Loan. There is one independent director for the borrowing entity and one independent director for the master lessee. Legal counsel to the ExchangeRight Borrower delivered a non-consolidation opinion in connection with the origination of the ExchangeRight Mortgage Loan. David Fisher, Joshua Ungerecht and Warren Thomas, all of whom are managing members of ExchangeRight Real Estate, LLC, are the guarantors of certain nonrecourse carveouts under the ExchangeRight Mortgage Loan. See “Description of the Mortgage Pool—Mortgage Pool Characteristics—Delaware Statutory Trusts” in the Preliminary Prospectus.

 

The Borrower Sponsor. The borrower sponsor is ExchangeRight Real Estate (“ExchangeRight”). ExchangeRight has more than $1.1 billion of assets and more than 10 million square feet under management. ExchangeRight has more than 400 investment-grade retail and class B/B+ multifamily properties located across 28 states. Warren Thomas was involved in a foreclosure in 2013 unrelated to the ExchangeRight Properties. See “Description of the Mortgage Pool—Loan Purpose; Default History, Bankruptcy Issues and Other Proceedings” in the Preliminary Prospectus.

 

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

 

34

 

 

EXCHANGERIGHT NET LEASED PORTFOLIO #21

 

Escrows. The ExchangeRight Mortgage Loan documents provide for upfront reserves in the amount of $500,000 for future TI/LC reserves, $244,457 for replacement reserves, $68,033 for real estate taxes, $52,133 for deferred maintenance, and $1,728 for insurance reserves.

 

The ExchangeRight Mortgage Loan documents require monthly deposits for (a) real estate taxes in an amount equal to one-twelfth of an amount which would be sufficient to pay the taxes payable during the next ensuing twelve months, initially $13,633, (b) TI/LC reserves in an amount equal to $15,378, (c) insurance premiums in an amount equal to one-twelfth of an amount which would be sufficient to pay the insurance premiums payable during the next ensuing twelve months, initially $1,728 and (d) replacement reserves in an amount equal to $1,409. The ExchangeRight Borrower will not be required to make monthly deposits for real estate taxes for any of the individual ExchangeRight Properties provided (i) no Cash Sweep Event (as defined below) has occurred and is continuing, (ii) no default exists under the applicable lease of the tenant at such individual property, (iii) the tenant under such lease remains liable for paying all taxes directly to the applicable taxing authorities and (iv) the ExchangeRight Borrower has provided written evidence that all such taxes for such individual property have been paid in full at least 15 days prior to the due date of such taxes.

 

Lockbox and Cash Management. The ExchangeRight Mortgage Loan is structured with a hard lockbox and springing cash management. The ExchangeRight Borrower was required at origination to deliver letters to the tenants at the ExchangeRight Properties directing them to pay all rents directly into a lender-controlled lockbox account. Additionally, all revenues and other monies received by the ExchangeRight Borrower or property manager relating to the ExchangeRight Properties are required to be deposited into the lockbox account within two business days upon receipt. During the occurrence and continuance of a Cash Sweep Event (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 ExchangeRight Mortgage Loan documents, with all excess cash flow to be held as additional security for the ExchangeRight Mortgage Loan.

 

A “Cash Sweep Event” will occur:

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

(ii)upon the net operating income (as defined in the ExchangeRight Mortgage Loan documents) debt service coverage ratio being less than 1.45x; or

(iii)on the date that is 36 months prior to the maturity date.

 

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

(a)the payment date next occurring following:

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

(y)with regard to clause (ii) above, the net operating income flow debt service coverage ratio being equal to or greater than 1.45x for any two consecutive calendar quarters; or

(z)with regard to clause (iii) above, the occurrence of a qualified transfer under the ExchangeRight Mortgage Loan documents, provided that the approved transferee: (a) must maintain a minimum net worth of at least $200,000,000 and total assets of at least $400,000,000, (b) must execute and deliver a full recourse guaranty guaranteeing payment of the entire amount of the debt, (c) must at all times own no less than 100% of the legal and beneficial ownership interests in the ExchangeRight Borrower, (d) must not be a Delaware statutory trust and (e) will cause the ExchangeRight Borrower to convert to a limited liability company.

(b)The payment in full of all principal and interest on the ExchangeRight Mortgage Loan and all other amounts payable under the ExchangeRight Mortgage Loan documents.

 

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

 

Assumption. The ExchangeRight Borrower has the right to transfer all of the ExchangeRight Properties provided that certain conditions are satisfied, including: (i) no event of default has occurred and is continuing, (ii) the ExchangeRight Borrower has provided the lender with at least 60 days prior written notice, (iii) the proposed transferee qualifies as a qualified transferee under the ExchangeRight Mortgage Loan documents, (iv) the delivery of a REMIC opinion, an insolvency opinion and other opinions required by the lender, (v) the lender has received confirmation from DBRS, Fitch and Moody’s that such assumption will not result in a downgrade of the respective ratings assigned to the WFCM 2018-C45 certificates and (vi) other conditions set forth in the ExchangeRight Mortgage Loan documents.

 

Partial Release. Not permitted.

 

Real Estate Substitution. Not permitted.

 

Subordinate and Mezzanine Indebtedness. Not permitted.

 

Ground Lease. None.

 

Terrorism Insurance. The ExchangeRight Mortgage Loan documents require that the “all risk” insurance policy required to be maintained by the ExchangeRight Borrower provide coverage for terrorism in an amount equal to 100% of the full replacement cost of the ExchangeRight Properties. The ExchangeRight Mortgage Loan documents also require business interruption insurance covering no less than the 18-month period following the occurrence of a casualty event, together with a three-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.

 

35

 

 

No. 6 – Mission Center
 
Loan Information   Property Information
Mortgage Loan Seller: Wells Fargo Bank, National Association   Single Asset/Portfolio: Single Asset

Credit Assessment

(DBRS/Fitch/Moody’s):

NR/NR/NR   Property Type: Office
Original Principal Balance: $29,750,000   Specific Property Type: Suburban
Cut-off Date Balance: $29,750,000   Location: San Diego, CA
% of Initial Pool Balance: 4.5%   Size: 183,410 SF
Loan Purpose: Acquisition   Cut-off Date Balance Per SF: $162.20
Borrower Names: Omninet Mission Center, LLC;
Omninet Mission Centerview, LLC
  Year Built/Renovated: 1973/2018
Borrower Sponsors: Neil Kadisha; Benjamin Nazarian   Title Vesting: Fee
Mortgage Rate: 4.265%   Property Manager: Self-managed
Note Date: May 29, 2018   4th Most Recent Occupancy (As of): 90.8% (12/31/2014)
Anticipated Repayment Date: NAP   3rd Most Recent Occupancy (As of)(3): 90.2% (12/31/2015)
Maturity Date: June 11, 2028   2nd Most Recent Occupancy (As of)(3): 84.6% (12/31/2016)
IO Period: (1)   Most Recent Occupancy (As of)(3):   93.3% (12/31/2017)
Loan Term (Original): 120 months   Current Occupancy (As of): 94.6% (5/24/2018)
Seasoning: 1 month      
Amortization Term (Original): 360 months    
Loan Amortization Type: Interest-only, Amortizing Balloon      
Interest Accrual Method: Actual/360   Underwriting and Financial Information:  
Call Protection: L(25),D(91),O(4)   4th Most Recent NOI(4): NAV
Lockbox Type: Soft/Springing Cash Management   3rd Most Recent NOI(4): NAV
Additional Debt: None   2nd Most Recent NOI (As of)(4): $1,896,281 (12/31/2016)
Additional Debt Type: NAP   Most Recent NOI (As of)(4): $2,515,160 (Annualized 8 8/31/2017)
      U/W Revenues: $4,967,665
      U/W Expenses: $1,684,476
Escrows and Reserves(2):     U/W NOI(4): $3,283,188
      U/W NCF: $2,958,306
Type: Initial Monthly Cap (If Any)   U/W NOI DSCR: 1.87x
Taxes $121,395 $40,465 NAP   U/W NCF DSCR: 1.68x
Insurance $0 Springing NAP   U/W NOI Debt Yield: 11.0%
HVAC Improvement Project $632,500 $0 NAP   U/W NCF Debt Yield: 9.9%
Replacement Reserve $0 $3,821 $137,545   As-Is Appraised Value: $43,500,000
TI/LC Reserve $0 $22,926 $825,265   As-Is Appraisal Valuation Date: April 5, 2018
Existing TI/LC Obligations $46,872 $0 NAP   Cut-off Date LTV Ratio: 68.4%
Rent Concession Reserve $149,706 $0 NAP   LTV Ratio at Maturity or ARD(5): 62.4%
             

 

(1)The Mission Center Mortgage Loan (as defined below) is structured with a 60-month interest only period. An additional 12-month interest only period (July 11, 2023 through June 11, 2024) is contingent upon satisfaction of the Debt Yield Condition (as defined in “The Mortgage Loan” section). If the Debt Yield Condition is not satisfied, the interest only period will remain at 60 months total and the loan will require payments of principal and interest based on a 30-year amortization schedule commencing July 11, 2023 through the end of the loan term.

(2)See “Escrows” section.

(3)See “Historical Occupancy” table.

(4)See “Cash Flow Analysis” section.

(5)The LTV Ratio at Maturity reflects an interest only period of 60 months. Assuming a 72-month interest only period, the LTV Ratio at maturity is 63.7%.

 

The Mortgage Loan. The mortgage loan (the “Mission Center Mortgage Loan”) is evidenced by a single promissory note secured by a first mortgage encumbering the fee interest in a three-building suburban office complex located in San Diego, California (the “Mission Center Property”). The Mission Center Mortgage Loan was originated on May 29, 2018 by Wells Fargo Bank, National Association. The Mission Center Mortgage Loan had an original principal balance of $29,750,000, has an outstanding principal balance as of the Cut-off Date of $29,750,000 and accrues interest at an interest rate of 4.265% per annum. The Mission Center Mortgage 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 (provided, however, that interest-only payments are required for an additional 12 months (for a potential total interest-only period of 72 months) as long as the net cash flow debt yield is equal to or greater than 10.5% as of June 11, 2023 (the “Debt Yield Condition”)) and, thereafter, requires payments of principal and interest based on a 30-year amortization schedule. The Mission Center Mortgage Loan matures on June 11, 2028.

 

Following the lockout period, the borrower has the right to defease the Mission Center Mortgage Loan in whole, but not in part, on any date before March 11, 2028. In addition, the Mission Center Mortgage Loan is prepayable without penalty on or after March 11, 2028. The lockout period will expire on July 17, 2020.

 

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

 

 

Mission Center

 

Sources and Uses

 

Sources         Uses      
Original loan amount $29,750,000     73.3%   Purchase price(1) $39,275,000   96.8% 
Borrower sponsor’s new cash contribution 10,828,862   26.7   Upfront reserves 950,473   2.3
          Closing costs 353,389   0.9
Total Sources $40,578,862         100.0%   Total Uses $40,578,862   100.0%
(1)The borrower acquired the Mission Center Property in an all cash transaction on December 8, 2017 for $39,275,000.

 

The Property. The Mission Center Property is a three-building suburban office complex totaling 183,410 square feet of rentable area located in San Diego, San Diego County, California. Originally constructed between 1973 and 1976 and renovated in 2005, 2016 and 2018, the Mission Center Property is situated on a 6.7-acre parcel of land in the suburban business district of Mission Valley. During the 2016 renovation, the Mission Center Property underwent an approximately $7.0 million capital improvement project to install exterior patios, replace roof areas, repair asphalt pavement, and upgrade exterior walkways, landscaping, lobbies, restrooms and other common areas. In addition, the borrower is currently upgrading the heating, ventilation and air conditioning (“HVAC”) systems at all three buildings, including the installation of new 40-ton rooftop cooling units, new heating systems, a replacement boiler and digital control mechanisms ($632,500 reserved at origination; see “Escrows” section).

 

The Mission Center Property is occupied by tenants from the education, government, engineering, healthcare, legal, and technology sectors. Amenities at the Mission Center Property include outdoor atrium style courtyards equipped with seating and dining areas and a workout facility with showers and grab-and-go bikes for tenant use. The site also includes three pad buildings occupied by Carl’s Jr., Del Taco, and InCahoots, which are not part of the collateral for the Mission Center Mortgage Loan but do contribute to the CAM reimbursements for parking lot maintenance and repairs. The Mission Center Property features 768 surface parking spaces indicating a parking ratio of 4.2 spaces per 1,000 square feet of net rentable area. As of May 24, 2018, the Mission Center Property was 94.6% occupied by 21 tenants. The Mission Center Property has averaged 90.7% occupancy since 2014 and 88.7% since 2009. Approximately 54.7% of the net rentable area and 60.6% of underwritten base rent at the Mission Center Property is attributed to investment grade tenants.

 

The largest tenant at the Mission Center Property by underwritten base rent is Azusa Pacific (“APU”), a private, not-for-profit university headquartered in Azusa, California, approximately 25.3 miles northeast of downtown Los Angeles (rated Baa3 by Moody’s; 25.8% of net rentable area; 31.9% of underwritten base rent). APU offers more than 100 associate’s, bachelor’s, master’s and doctoral programs on campus, online and at six regional centers across Southern California, including, San Diego, Los Angeles, Orange County, Murrieta, San Bernardino and Victorville. The Mission Center Property regional center includes programs for accelerated bachelor’s degrees, teaching credentials and master’s degrees in education, leadership, nursing, psychology and theology. In 2017 APU expanded its space at the Mission Center Property from 30,846 square feet to 47,234 square feet and extended its lease by 10 years and nine months through March 2028. The tenant has been at the Mission Center Property since 2007.

 

The second largest tenant at the Mission Center Property by underwritten base rent is the County of San Diego (rated AA+/Aa1/AA+ by Fitch/Moody’s/S&P; 28.9% of net rentable area; 28.7% of underwritten base rent). The County of San Diego has been at the Mission Center Property since 1995 and exercised an early 5-year renewal option in December 2016 to extend its lease term until May 2026. The Mission Center Property serves as an office for the Health and Human Services Agency (one of five divisions of the San Diego County government). The Health and Human Services Agency’s mission is to provide a range of health and social services, promoting wellness, self-sufficiency and a better quality of life for residents of San Diego County. The Health and Human Services Agency provides approximately 300 programs and services and employs approximately 6,000 people. The County of San Diego occupies the entire 7947 Mission Center Court building at the Mission Center Property.

 

Other than APU and the County of San Diego, no tenant accounts for more than 5.4% of the net rentable area or 4.6% of underwritten base rent at the Mission Center Property.

 

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

 

37

 

 

Mission Center

 

The following table presents certain information relating to the tenancy at the Mission 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              
               
Azusa Pacific NR/Baa3/NR 47,234 25.8%        $34.08(3)(4)            $1,609,830(3)(4) 31.9% 3/31/2028(5)
               
County of San Diego AA+/Aa1/AA+ 53,006 28.9%        $27.29(6)            $1,446,526(6) 28.7% 5/31/2026(7)
Haley & Aldrich NR/NR/NR 9,910 5.4%        $23.64            $234,272 4.6% 12/31/2022(8)
American Cancer Society NR/NR/NR 6,653 3.6%        $24.84            $165,261 3.3% 1/31/2022
Blue Sky Network NR/NR/NR 5,649 3.1% $28.68 $162,013 3.2% 7/31/2022(9)
Total Major Tenants 122,452 66.8% $29.55 $3,617,902 71.8%  
               
Non-Major Tenants   50,963 27.8% $27.91 $1,422,501 28.2%  
               
Occupied Collateral Total 173,415 94.6% $29.07 $5,040,403 100.0%  
               
Vacant Space   9,995 5.4%        
               
Collateral Total 183,410 100.0%        
               
  
(1)The ratings shown represent those of the entities on the respective tenant leases.

(2)Annual U/W Base Rent PSF and Annual U/W Base Rent include contractual rent steps through June 2019 for 18 tenants totaling $66,868 and straight-line rent averaging for investment grade tenants over the remaining lease term for APU and the County of San Diego totaling $374,203.

(3)APU’s Annual U/W Base Rent PSF and Annual U/W Base Rent are based on the tenant’s average rental rate over the remaining lease term. APU currently pays rent of $29.64 per square foot. APU’s base rent is scheduled to increase by approximately 3.0% annually.

(4)APU is currently in a 50% rent abatement period through September 2018. All remaining rent credits and abatements were reserved at the origination of the Mission Center Mortgage Loan (see “Escrows” section).

(5)APU has one, 5-year renewal option, with 270 days’ notice, at fair market rental rate.

(6)The County of San Diego’s Annual U/W Base Rent PSF and Annual U/W Base Rent are based on the tenant’s average rental rate over the remaining lease term. The County of San Diego currently pays rent of $24.19 per square foot. The County of San Diego’s base rent is scheduled to increase by 3.0% annually.

(7)The County of San Diego has one, 5-year renewal option, with nine months’ notice, at 95% of the fair market rental rate.

(8)Haley & Aldrich has one, 5-year renewal option, with nine months’ notice, at the fair market rental rate.

(9)Blue Sky Network has one, 5-year renewal option, with eight months’ notice, at the fair market rental rate.

 

The following table presents certain information relating to the lease rollover schedule at the Mission 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(3)
% 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
2018 1 3,171 1.7% 3,171 1.7% $81,816 1.6% $25.80
2019 2 9,879 5.4% 13,050 7.1% $271,900 5.4% $27.52
2020 6 13,179 7.2% 26,229 14.3% $381,627 7.6% $28.96
2021 3 8,943 4.9% 35,172 19.2% $233,663 4.6% $26.13
2022 5 27,597 15.0% 62,769 34.2% $717,230 14.2% $25.99
2023 3 10,406 5.7% 73,175 39.9% $297,812 5.9% $28.62
2024 0 0 0.0% 73,175 39.9% $0 0.0% $0.00
2025 0 0 0.0% 73,175 39.9% $0 0.0% $0.00
2026 1 53,006 28.9% 126,181 68.8% $1,446,526 28.7% $27.29
2027 0 0 0.0% 126,181 68.8% $0 0.0% $0.00
2028 5 47,234 25.8% 173,415 94.6% $1,609,830 31.9% $34.08
Thereafter 0 0 0.0% 173,415 94.6% $0 0.0% $0.00
Vacant 0 9,995 5.4% 183,410 100.0% $0 0.0% $0.00
Total/Weighted Average 26 183,410 100.0%     $5,040,403 100.0% $29.07
  
(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 and Total Annual U/W Base Rent exclude 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

 

 

Mission Center

 

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

 

Historical Occupancy

 

12/31/2014(1)

12/31/2015(1)

12/31/2016(1)(2)

12/31/2017(1)(3)

5/24/2018(4)

90.8% 90.2% 84.6% 93.3% 94.6%
  
(1)Information obtained from a third-party market research provider.

(2)The decrease in occupancy from 12/31/2015 to 12/31/2016 can be attributed in part to two tenants vacating: Tele-Consultants (approximately 11,682 square feet and 6.4% of net rentable area) and Technology Associates (approximately 5,540 square feet and 3.0% of net rentable area).

(3)The increase in occupancy from 12/31/2016 to 12/31/2017 can be attributed to new leases with Blue Sky Network (5,649 square feet, 3.1% of net rentable area) signed in March 2017 and Labor Ready Southwest (1,862 square feet, 1.0% of net rentable area) signed in November 2017, along with APU’s expansion from 30,846 square feet to 47,234 square feet (expansion of approximately 9.0% of net rentable area) in July 2017.

(4)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 underwritten net cash flow at the Mission Center Property:

 

Cash Flow Analysis(1)(2)

 

    2016(3)   Annualized 8 8/31/2017(3)(4)   U/W(4)   % of U/W
Effective
Gross
Income
  U/W $ per
SF
 
Base Rent    $3,277,482    $3,873,465    $5,040,403   101.5%        $27.48  
Grossed Up Vacant Space   0   0   275,862   5.6   1.50  
Total Recoveries   86,140   175,242   183,025   3.7            1.00  
Other Income   2,774   55,661   0   0.0            0.00  
Less Vacancy & Credit Loss

0

0

(531,627)(5)

(10.7)

(2.90)

 
Effective Gross Income    $3,366,396    $4,104,368    $4,967,665   100.0%       $27.09  
                       
Total Operating Expenses    1,470,115    1,589,208    1,684,476   33.9%         9.18  
   
Net Operating Income   $1,896,281    $2,515,160   $3,283,188   66.1%       $17.90  
                       
TI/LC   0   0   279,029   5.6   1.52  
Capital Expenditures

0

0

45,853

0.9

0.25

 
Net Cash Flow    $1,896,281    $2,515,160    $2,958,306   59.6%         $16.13  
                       
NOI DSCR   1.08x   1.43x   1.87x          
NCF DSCR   1.08x   1.43x   1.68x          
NOI DY   6.4%   8.5%   11.0%          
NCF DY   6.4%   8.5%   9.9%          

   
(1)The borrower acquired the Mission Center Property on December 8, 2017 and was not provided with financials prior to 2016.

(2)Annual U/W Base Rent PSF and Annual U/W Base Rent include contractual rent steps through June 2019 for 18 tenants totaling $66,868 and straight-line rent averaging for investment grade tenants over the remaining lease term for APU and the County of San Diego totaling $374,203.

(3)The increase in Base Rent and Net Operating Income from 2016 to Annualized 8 8/31/2017 was driven partly by (i) seven new leases totaling 21.6% of underwritten base rent signed from February 2016 to July 2017 and (ii) nine renewal leases totaling 36.0% of underwritten base rent signed from May 2016 to July 2017.

(4)The increase in Base Rent and Net Operating Income from Annualized 8 8/31/2017 to U/W was driven by (i) six new leases totaling 16.7% of underwritten base rent and eight renewal leases totaling 29.9% of underwritten base rent signed since March 2017, (ii) the inclusion of contractual rent escalations through June 2019 for 18 tenants totaling $66,868 and (iii) straight-line rent averaging for investment grade tenants over the remaining lease term for APU and the County of San Diego totaling $374,203.

(5)The underwritten economic vacancy is 10.0%. The Mission Center Property was 94.6% physically occupied as of May 24, 2018.

 

Appraisal. As of the appraisal valuation date of April 5, 2018, the Mission Center Property had an “as-is” appraised value of $43,500,000.

 

Environmental Matters. According to the Phase I environmental report dated April 13, 2018, there was no evidence of any recognized environmental conditions at the Mission Center Property.

 

Market Overview and Competition. The Mission Center Property is located in San Diego, San Diego County, California, approximately 0.8 miles east of state route 163, 0.9 miles northwest of Interstate 8 and 1.2 miles west of interstate 805. The Mission Center Property is located approximately 5.2 miles northeast of downtown San Diego and 6.8 miles northeast of San Diego International Airport. Surrounding development along Interstate 8 comprises big box retail and entertainment options including Westfield Mission Valley (0.5 miles southeast of the Mission Center Property), which features a 24 Hour Fitness, Bed Bath & Beyond, Target, Nordstrom Rack, Buffalo Wild Wings and an AMC Theatre. Fashion Valley, a Simon-owned 1.8 million square foot open-air mall anchored by Neiman Marcus, Bloomingdales, Nordstrom and Macy’s, is located approximately 1.4 miles west of the Mission Center Property. Fashion Valley also has dining options including Cheesecake Factory, California Pizza Kitchen, True Food Kitchen and P.F. Chang’s China Bistro, as well as an AMC Theatre. According to a third party market research provider, the estimated 2018 population within a three- and five-mile radius of the Mission Center Property was 221,249 and 533,036, respectively; and the estimated 2018 average household income within the same radii was $86,520 and $84,560, 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.

 

39

 

 

Mission Center

 

The residential base in the Mission Valley submarket encompasses apartments, condos and townhomes totaling over 22,000 units with approximately 5,000 units planned or in development. Currently in development is Civita, a 230-acre transit-oriented development which is planned to include approximately 4,780 residences, 67 acres of parks and open space and 900,000 square feet of retail, office, hospitality and civic space. Civita, located approximately 1.4 miles northeast of the Mission Center Property, is currently expected to be fully built-out in approximately 10 years.

 

The San Diego Trolley Green Line extends from Santee Town Center (approximately 16.1 miles northeast of the Mission Center Property) into downtown San Diego and traverses Mission Valley with 10 stops between Old Town on the western border of the valley (approximately 4.2 miles southwest of the Mission Center Property) to San Diego County Credit Union Stadium on the east end (approximately 2.4 miles northeast of the Mission Center Property). The Mission Center Property is located approximately 0.3 miles northeast of the Hazard Center Station Trolley Green Line stop and approximately 0.5 miles northwest of the Mission Valley Center Station Trolley Green Line stop.

 

Per a third-party market research report, the Mission Center Property is situated within the Mission Valley office submarket of the San Diego office market. As of year-end 2017, the submarket reported a total inventory of 7.2 million square feet with a 9.7% vacancy rate and average asking rents of $28.52 per square foot.

 

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

 

Comparable Leases(1)

 

Property Name/Location Total GLA (SF) Total
Property Occupancy
Distance from Subject Lease Date/ Term(2) Lease
Area
(SF)(2)
Annual
Base Rent
PSF(2)
Lease
Type

Fountain View Business Park

3530-3570 N. Camino Del Rio,

San Diego, CA

89,319 89.0% 2.7 miles Jun. 2017 / 5.4 Yrs 1,841 $26.40 Gross plus Utilities
               

Mission Courtyard

5030 Camino De La Siesta,

San Diego, CA

85,409 79.0% 1.0 mile

Oct. 2017 – Apr. 2018

/ 3.0 – 7.6 Yrs

1,423 – 12,287 $24.00 - $28.80 Gross plus Utilities
               

Rio Vista Plaza I

8989 Rio San Diego Drive,

San Diego, CA

78,388 96.0% 1.3 miles

Jan. 2017 – May 2018

/ 3.2 – 7.4 Yrs

2,513 – 20,088 $27.00 - $29.40 FSG
               

Rio Vista Plaza

8885 Rio San Diego Drive,

San Diego, CA

108,550 83.0% 1.3 miles

Apr. 2017 – Aug. 2017

/ 2.1 – 5.5 Yrs

1,120 – 2,595 $25.80 - $27.00 Gross plus Utilities
               

Hotel Circle Plaza

1660 Hotel Circle North,

San Diego, CA

106,844 91.0% 2.2 miles

Jul. 2017 – Apr. 2018

/ 5.3 Yrs

792 – 4,418 $22.80 - $25.20 FSG
               

Friars Office Park

7801 Mission Center Ct,

San Diego, CA

37,633 100.0% 0.3 miles

Jun. 2017 – Aug. 2017

/ 2.1 – 5.0 Yrs

994 – 4,664 $24.00 - $24.60 FSG
  
(1)Information obtained from the appraisal and third party reports.

(2)The appraiser provided multiple comparable leases for five of the six properties shown on the table above (excluding Fountain View Business Park). The information shown, as available, represents the ranges of such leases.

 

The Borrower. The borrower for the Mission Center Mortgage Loan comprises two tenants in common: Omninet Mission Center, LLC and Omninet Mission Centerview, LLC, each a Delaware limited liability company and single purpose entity. Neil Kadisha and Benjamin Nazarian are the guarantors of certain nonrecourse carveouts under the Mission Center Mortgage Loan.

 

The Borrower Sponsor. The borrower sponsors are Neil Kadisha and Benjamin Nazarian, each a managing partner of Omninet Capital, LLC (“Omninet”), a diversified investment firm that owns approximately 7.6 million square feet of office, industrial and retail space in Arizona, California, Colorado, Nevada, New Mexico and Texas. Omninet seeks value-added opportunities in income producing commercial real estate by leveraging the principals’ operating experience in stabilizing properties. Mr. Kadisha disclosed a civil judgment from 2011 in connection with the misappropriation of trust assets, which was ultimately satisfied and paid in full in 2011. See “Description of the Mortgage Pool— Loan Purpose; Default History, Bankruptcy Issues and Other Proceedings” in the Preliminary Prospectus.

 

Escrows. The loan documents provide for upfront reserves of $121,395 for real estate taxes, $632,500 for ongoing HVAC improvements, $149,706 for outstanding rent concessions related to APU ($116,668), Concentra Urgent Care ($25,780), David Green PhD ($2,848) and Michael Wax ($4,410) and $46,872 for outstanding tenant improvements and leasing commissions (“TI/LC”) related to Concentra Urgent Care. The loan documents also provide for ongoing monthly reserves of $40,465 for real estate taxes, $3,821 for replacement reserves (subject to a cap of $137,545) and $22,926 for general TI/LCs (subject to a cap of $825,265, inclusive of any termination fees required to be deposited with the lender pursuant to the loan documents).

 

The loan documents do not require ongoing monthly escrows for insurance premiums as long as (i) no event of default has occurred and is continuing; (ii) the borrower provides the lender with evidence that the Mission Center Property’s insurance coverage is included in a blanket policy and such policy is in full force and effect; and (iii) the borrower pays all applicable insurance premiums and provides the lender with evidence of renewals.

 

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

 

 

Mission Center

 

Lockbox and Cash Management. The Mission Center Mortgage Loan is structured with a soft lockbox and springing cash management. Prior to the occurrence of a Cash Trap Event Period (as defined below), the loan documents require that the borrower or the property manager deposit all rents into the lockbox account within three business days of receipt. Upon the occurrence and during the continuance of a Cash Trap Event Period, the borrower will be required to direct all tenants to deposit all rents directly into the lockbox account. All funds in the lockbox account will then be 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. During a Cash Trap Event Period, all excess cash flow after payment of all sums due and payable under the loan documents and monthly operating expenses will be retained in a lender-controlled subaccount (provided, however, any excess cash flow swept solely in accordance with a Major Tenant Event Period (as defined below) will be deposited into a separate Major Tenant Reserve subaccount subject to the Major Tenant Sweep Cap (as defined below)).

 

A “Cash Trap Event Period” will commence upon the earlier of the following:

 

(i)the occurrence of an event of default;

 

(ii)the amortizing net cash flow debt service coverage ratio falling below 1.15x at the end of any calendar quarter; or

 

(iii)the occurrence of a Major Tenant Event Period.

 

A Cash Trap Event Period will end upon the occurrence of the following:

 

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

with regard to clause (ii), the earlier of (a) the amortizing net cash flow debt service coverage ratio being equal to or greater than 1.20x for two consecutive calendar quarters or (b) the excess cash flow held by lender equalling $2,500,000; or

with regard to clause (iii), a Major Tenant Event Period Cure (as defined below).

 

A “Major Tenant Event Period” will commence upon the earlier of the following:

 

(i)(a) the net cash flow debt yield falling below 9.75% and (b) any Major Tenant (as defined below) going dark, vacating, failing to occupy its space or giving notice of its intent to commence any of the foregoing; or

(ii)(a) the net cash flow debt yield falling below 9.75% and (b) any Major Tenant providing notice of its intention not to renew its lease or failing to extend its lease prior to the earlier of (x) nine months prior to the end of its lease term or (y) the date on which a renewal notice must be given under its lease;

 

A “Major Tenant Event Period Cure” will occur upon the following:

 

with regard to clause (i), any of (x) a Major Tenant Re-Tenanting Event (as defined below) having occurred, (y) such Major Tenant having resumed occupancy of, and resumed its normal business operations in, its space for two consecutive calendar quarters or (z) the net cash flow debt yield being and continuing to be at least 9.75%;

with regard to clause (ii), any of (x) a Major Tenant Re-Tenanting Event having occurred, (y) Lender having received satisfactory evidence (including a tenant estoppel certificate reasonably satisfactory to lender) that such Major Tenant has exercised its renewal or extension option pursuant to the terms of its lease or otherwise on terms and conditions reasonably satisfactory to lender or (z) the net cash flow debt yield being and continuing to be at least 9.75%; or

an amount equal to the Major Tenant Sweep Cap having been deposited into the Major Tenant Reserve subaccount.

 

A “Major Tenant” means, individually or collectively, APU and County of San Diego, their successors and assigns, and any replacement tenant that enters into a lease for at least 25,000 square feet of the space currently occupied by APU or County of San Diego.

 

A “Major Tenant Re-Tenanting Event” will occur upon one or more replacement tenants satisfactory to lender executing leases covering an applicable portion of the space leased to such Major Tenant with (i) such replacement tenants having taken occupancy of such space and conducting normal business operations therein and paying full unabated rent or any such abatement has been reserved; (ii) all TI/LCs having been paid or reserved; and (iii) such replacement tenants having delivered a satisfactory estoppel certificate affirming the foregoing conditions.

 

“Major Tenant Sweep Cap” means an amount equal to the product obtained by multiplying (x) $35.00 by (y) the number of square feet of Major Tenant space that is the subject of any ongoing Major Tenant Event Period (which, for the avoidance of doubt, excludes any portion thereof that has been re-tenanted pursuant to a Major Tenant Re-Tenanting Event).

 

Property Management. The Mission Center Property is managed by an affiliate of the borrower.

 

Assumption. The borrower has the five-time right, commencing 12 months after loan origination, to transfer the Mission Center Property, provided that certain conditions are satisfied, including (i) no event of default has occurred and is continuing; (ii) the lender has reasonably determined that the proposed transferee and guarantor satisfy the lender’s credit review and underwriting standards, taking into consideration the transferee’s experience, financial strength and general business standing; and (iii) if required by the lender, rating agency confirmation from DBRS, Fitch and Moody’s that the transfer will not result in a downgrade, withdrawal or qualification of the respective ratings assigned to the Series WFCM 2018-C45 certificates.

 

Partial Release. Not permitted.

 

Real Estate Substitution. Not permitted.

 

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

 

41

 

 

Mission Center

 

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 Mission Center Property. The loan documents also require business interruption insurance covering no less than the 12-month period following the occurrence of a casualty event, together with a six-month extended period of indemnity.

 

Earthquake Insurance. The loan documents do not require earthquake insurance. The seismic report indicated a probable maximum loss for the entire Mission Center Property of 11.0%.

 

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

 

42

 

 

No. 7 – Center Pointe Plaza II
 
Loan Information   Property Information
Mortgage Loan Seller: Barclays Bank PLC   Single Asset/Portfolio: Single Asset
Credit Assessment (DBRS/Fitch/Moody’s): NR/NR/NR   Property Type: Retail
Original Principal Balance: $28,270,000   Specific Property Type: Anchored
Cut-off Date Balance: $28,270,000   Location: Newark, DE
% of Initial Pool Balance: 4.3%   Size: 187,900 SF
Loan Purpose: Refinance   Cut-off Date Balance Per SF: $150.45
Borrower Names(1): Centerpointcap I, LLC; Centerpointcap II, LLC; Centerpointcap III, LLC; Christiana Pit, L.L.C.   Year Built/Renovated: 2006/NAP
Sponsors: Louis J. Capano, III & Louis J. Capano Jr.   Title Vesting: Fee
Mortgage Rate: 4.6550%   Property Manager: Self-managed
Note Date: April 20, 2018   4th Most Recent Occupancy (As of)(3): 94.4% (12/31/2014)
Anticipated Repayment Date: NAP   3rd Most Recent Occupancy (As of)(3)(4): 96.6% (12/31/2015)
Maturity Date: May 6, 2028   2nd Most Recent Occupancy (As of)(3)(4): 88.4% (12/31/2016)
IO Period: 24 months   Most Recent Occupancy (As of)(3): 88.9% (12/31/2017)
Loan Term (Original): 120 months   Current Occupancy (As of)(3): 85.2% (3/1/2018)
Seasoning: 2 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): $3,634,910 (12/31/2015)
Call Protection: L(26),D(90),O(4)   3rd Most Recent NOI (As of)(5): $3,757,254 (12/31/2016)
Lockbox Type: Hard/Springing Cash Management   2nd Most Recent NOI (As of)(5): $3,439,346 (12/31/2017)
Additional Debt: No   Most Recent NOI (As of)(5): $3,404,914 (TTM 2/28/2018)
Additional Debt Type: NAP      
      U/W Revenues: $4,580,308
      U/W Expenses: $876,945
Escrows and Reserves(2):     U/W NOI(5): $3,703,363
          U/W NCF: $3,503,620
          U/W NOI DSCR: 2.12x
Type: Initial Monthly Cap (If Any)   U/W NCF DSCR: 2.00x
Taxes $194,163 $24,270 NAP   U/W NOI Debt Yield: 13.1%
Insurance $53,798 Springing NAP   U/W NCF Debt Yield: 12.4%
Replacement Reserve $0 $2,349 NAP   Appraised Value: $48,825,000
TI/LC Reserve $270,000 $11,744 $270,000   Appraisal Valuation Date: March 15, 2018
Janosik Rent Abatement/CAM Reserve $295,516 $0 NAP   Cut-off Date LTV Ratio: 57.9%
Existing TI/LC Reserve $107,000 $0 NAP   LTV Ratio at Maturity or ARD: 49.7%
             

 

(1)See “Borrowers” section.

(2)See “Escrows” section.

(3)See “Historical Occupancy” section.

(4)The decline in occupancy from 2015 to 2016 is a result of Eastern Mountain Sport’s parent company filing for bankruptcy and the tenant consequently vacating the Center Pointe Plaza II Property

(5)See “Cash Flows” section.

 

The Mortgage Loan. The mortgage loan (the “Center Pointe Plaza II Mortgage Loan”) is evidenced by a single promissory note secured by a first mortgage encumbering the fee interest in an anchored retail shopping center located in Newark, Delaware (the “Center Pointe Plaza II Property”). The Center Pointe Plaza II Mortgage Loan was originated on April 20, 2018 by Barclays Bank PLC. The Center Pointe Plaza II Mortgage Loan had an original principal balance of $28,270,000, has an outstanding principal balance as of the Cut-off Date of $28,270,000 and accrues interest at an interest rate of 4.6550% per annum. The Center Pointe Plaza II Mortgage Loan had an initial term of 120 months, has a remaining term of 118 months as of the Cut-off Date and requires interest-only payments for the first 24 months following origination and, thereafter, requires payments of principal and interest based on a 30-year amortization schedule. The Center Pointe Plaza II Mortgage Loan matures on May 6, 2028.

 

Following the lockout period, on any date before February 6, 2028, the borrowers have the right to defease the Center Pointe Plaza II Mortgage Loan in whole, but not in part. In addition, the Center Pointe Plaza II Mortgage Loan is prepayable without penalty on or after February 6, 2028.

 

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

 

 

Center Pointe Plaza II

 

Sources and Uses

 

Sources         Uses      
Original Loan amount $28,270,000   100.0%   Loan payoff: $22,674,528   80.2%
          Return of equity: 4,157,144      14.7
          Upfront reserves: 920,476        3.3
          Closing costs: 517,851        1.8
Total Sources $28,270,000   100.0%   Total Uses $28,270,000   100.0%

 

The Property. The Center Pointe Plaza II Property consists of a 187,900 square foot anchored retail center located in Newark, Delaware, approximately two miles from the Christiana Mall and across the street from Christiana Hospital. The Center Pointe Plaza II Property is located within a retail corridor on Churchman’s Road and State Route 7. The borrower sponsors developed the Center Pointe Plaza II Property in 2006 alongside the adjacent Center Pointe I property, which they also own. The Center Pointe Plaza II Property is anchored by Johnny Janosik, Petsmart, Inc., La-Z-Boy Incorporated and Golf Galaxy. Additionally, the Center Pointe Plaza II Property is shadow anchored by a Home Depot and TJ Maxx, which are located at the adjacent Center Pointe I property. The Center Pointe Plaza II Property contains 953 parking spaces, resulting in a parking ratio of 5.1 spaces per 1,000 square feet of rentable area.

 

As of March 1, 2018, the Center Pointe Plaza II Property was 85.2% leased to 26 tenants. The largest tenant at the Center Pointe Plaza II Property is Johnny Janosik (15.3% of the U/W base rent). Johnny Janosik is a Delaware-based furniture store established in 1953 and has over 270 employees. In 2016, Johnny Janosik was ranked in the Top 100 furniture stores by Furniture Today and was ranked #2 as a “Large Independent” furniture store by Home Furnishings Business. In addition to the store at the Center Pointe Plaza II Property, Johnny Janosik has three retail locations in Dover and Laurel, Delaware. Johnny Janosik backfilled the space that was originally occupied by Best Buy, which left the Center Pointe Plaza II Property in January 2018 due to size constraints. The second largest tenant is Petsmart, Inc. (10.8% of the U/W base rent) and has been at the Center Pointe Plaza II Property since 2006 and recently extended its lease in June 2017. The third largest tenant is La-Z-Boy Incorporated (13.3% of the U/W base rent) and has been in at the Center Pointe Plaza II Property since 2006.

 

The following table presents certain information relating to the tenancy at the Center Pointe Plaza II Property:

 

Major Tenants

 

Tenant Name Credit Rating (Fitch/Moody’s/
S&P)(1)
Tenant NRSF % of
NRSF
Annual U/W Base Rent PSF(2) Annual
U/W Base Rent(2)
% of Total Annual U/W Base Rent Sales Occupancy Cost Lease
Expiration
Date
                   
Major Tenants                  
Johnny Janosik NR/NR/NR 30,000 16.0% $20.00 $600,000 15.3% NAV NAV 5/14/2028(3)
Petsmart, Inc. NR/Caa3/CCC+ 20,063 10.7% $21.00 $421,323 10.8% NAV NAV 5/31/2027(4)
La-Z-Boy Incorporated NR/NR/NR 18,000 9.6% $29.00 $522,000 13.3% NAV NAV 3/31/2021(5)
Golf Galaxy NR/NR/NR 15,000 8.0% $22.84 $342,600 8.7% NAV NAV 1/31/2021(6)
Firebirds of Wilmington NR/NR/NR 7,952 4.2% $27.84 $221,414 5.6% NAV NAV 6/30/2023(7)
Total Major Tenants 91,015 48.4% $23.15 $2,107,337 53.8%      
                   
Non-Major Tenants 69,076 36.8% $26.23 $1,811,939 46.2%      
                 
Occupied Collateral Total 160,091 85.2% $24.48 $3,919,276 100.0%      
                   
Vacant Space   27,809 14.8%            
                   
Collateral Total 187,900 100.0%            
                   
  
(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 totalling $42,628 through March 1, 2019.

(3)Johnny Janosik has four, five-year renewal options.

(4)Petsmart, Inc. has one, five-year renewal option.

(5)La-Z-Boy Incorporated has two, five-year renewal options.

(6)Golf Galaxy has one, five-year renewal option.

(7)Firebirds of Wilmington has three, five-year 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.

 

44

 

 

Center Pointe Plaza II

 

The following table presents certain information relating to the lease rollover schedule at the Center Pointe Plaza II Property:

 

Lease Expiration Schedule(1)(2)

 

Year Ending
 December 31,
No. of Leases Expiring Expiring NRSF % of Total NRSF Cumulative Expiring NRSF Cumulative % of Total NRSF Annual
 U/W
Base Rent
% of Total Annual U/W Base Rent Annual
 U/W
Base Rent
 PSF(3)
MTM 1 1,921 1.0% 1,921 1.0% $46,984 1.2% $24.46
2018 2 6,000 3.2% 7,921 4.2% $129,000 3.3% $21.50
2019 2 6,191 3.3% 14,112 7.5% $143,345 3.7% $23.15
2020 3 6,000 3.2% 20,112 10.7% $130,000 3.3% $21.67
2021 8 60,800 32.4% 80,912 43.1% $1,694,700 43.2% $27.87
2022 4 12,578 6.7% 93,490 49.8% $317,267 8.1% $25.22
2023 2 9,952 5.3% 103,442 55.1% $263,414 6.7% $26.47
2024 1 1,768 0.9% 105,210 56.0% $45,029 1.1% $25.47
2025 0 0 0.0% 105,210 56.0% $0 0.0% $0.00
2026 1 4,000 2.1% 109,210 58.1% $128,214 3.3% $32.05
2027 1 20,063 10.7% 129,273 68.8% $421,323 10.8% $21.00
2028 1 30,000 16.0% 159,273 84.8% $600,000 15.3% $20.00
Thereafter(4) 0 818 0.4% 160,091 85.2% $0 0.0% $0.00
Vacant 0 27,809 14.8% 187,900 100.0% $0 0.0% $0.00
Total/Weighted Average 26 187,900 100.0%     $3,919,276 100.0% $24.48
  
(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 and Total Annual U/W Base Rent exclude vacant space.

(4)Expiring NRSF after 2028 includes 818 square feet of sprinkler rooms.

 

The following table presents historical occupancy percentages at the Center Pointe Plaza II Property:

 

Historical Occupancy

 

12/31/2014(1)

12/31/2015(1)

12/31/2016(1)(2)

12/31/2017(1)

3/1/2018(3)

94.4% 96.6% 88.4% 88.9% 85.2%
  
(1)Information obtained from the borrowers.

(2)The decline in occupancy from 2015 to 2016 is a result of Eastern Mountain Sport’s parent company filing for bankruptcy and the tenant consequently vacating the Center Pointe Plaza II Property.

(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 the Center Pointe Plaza II Property:

 

Cash Flow Analysis

    2015   2016(2)   2017(2)   TTM 2/28/2018(3)   U/W(3)   % of U/W Effective Gross Income   U/W $ per SF  
Base Rent(1)   $3,857,932   $3,993,878   $3,713,372   $3,716,177   $3,919,275   85.6%   $20.86  
Grossed Up Vacant Space   0   0   0   0   622,582   13.6   3.31  
Total Reimbursables   571,029   522,384   539,433   543,414   661,033   14.4   3.52  
Other Income   2,471   2,966   2,465   0   0   0.0   0.00  
Less Vacancy & Credit Loss   0   0   0   0   (622,582)(4)   (13.6)   (3.31)  
Effective Gross Income   $4,431,432   $4,519,228   $4,255,270   $4,259,591   $4,580,308   100.0%   $24.38  
                               
Total Operating Expenses   $796,522   $761,974   $815,924   $854,677   $876,945   19.1%   $4.67  
                               
Net Operating Income   $3,634,910   $3,757,254   $3,439,346   $3,404,914   $3,703,363   80.9%   $19.71  
TI/LC   0   0   0   0   171,558(5)   3.7   0.91  
Capital Expenditures   0   0   0   0   28,185   0.6   0.15  
Net Cash Flow   $3,634,910   $3,757,254   $3,439,346   $3,404,914   $3,503,620   76.5%   $18.65  
                               
NOI DSCR   2.08x   2.15x   1.97x   1.95x   2.12x          
NCF DSCR   2.08x   2.15x   1.97x   1.95x   2.00x          
NOI DY   12.9%   13.3%   12.2%   12.0%   13.1%          
NCF DY   12.9%   13.3%   12.2%   12.0%   12.4%          

 

(1)Historical Base Rent is inclusive of free rent adjustments of $119,464 in 2015, $51,410 in 2016 and $269,168 in 2017.

(2)The decline in Base Rent and Net Operating Income from 2016 to 2017 was driven partly by Eastern Mountain Sport vacating the Center Pointe Plaza II Property in 2016.

(3)The increase in Net Operating Income from TTM 2/28/2018 to U/W was driven by (i) Johnny Janosik commencing its lease on May 15, 2018 and (ii) the inclusion of contractual rent steps totaling $42,628 through March 2019.

(4)The underwritten economic vacancy is 12.0%. The Center Pointe Plaza II Property was 85.2% leased as of March 1, 2018.

(5)UW TI/LC is inclusive of a TI/LC credit equivalent to one-tenth of the upfront TI/LC reserve of $270,000.

 

Appraisal. The appraiser concluded to an “as-is” value for the Center Pointe Plaza II Property of $48,825,000 as of March 15, 2018. The appraiser also concluded to an “as-stabilized” value for the Center Pointe Plaza II Property of $52,375,000 as of April 1, 2019.

 

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

 

45

 

 

Center Pointe Plaza II

 

Environmental Matters. According to a Phase I environmental site assessment dated March 16, 2018, there was no evidence of any recognized environmental conditions at the Center Pointe Plaza II Property.

 

Market Overview and Competition. The Center Pointe Plaza II Property is located in Newark, Delaware, approximately 10.2 miles southwest of Wilmington, Delaware, 40.8 miles southwest of Philadelphia, Pennsylvania and 6.1 miles west of the Wilmington Airport. The Center Pointe Plaza II Property is located directly west of an interchange of Interstate 95 and Route 7, within a retail corridor on Churchman’s Road, which has a traffic count of 23,000 to 25,900 vehicles per day, and State Route 7, which has a traffic count of 48,000 vehicles per day. Center Pointe Plaza II is located across the street from Christiana Hospital, and is approximately two miles north of Christiana Mall. In addition to the retail centers, there are various multi-family developments and office parks. According to the appraisal, the 2017 estimated average household income within a three- and five-mile radius of the Center Pointe Plaza II Property was $73,593 and $77,812, respectively, and the estimated 2017 population within a three- and five-mile radius of the Center Pointe Plaza II Property was 72,314 and 209,736, respectively.

 

According to a third party market research report, the Center Pointe Plaza II Property is situated within the South New Castle County retail submarket of the overall Philadelphia retail market. As of fourth quarter 2017, the submarket reported total inventory of approximately 15.9 million square feet with a 5.4% vacancy rate and an average asking net rental rate of $16.57 per square foot. Based on recent leasing at the Center Pointe Plaza II Property as well as comparable rentals in the market, the appraiser concluded market rents that range from $22.00 per square foot to $35.00 per square foot depending on the tenant category.

 

The table below presents certain information relating to five comparable properties to the Center Pointe Plaza II Property identified by the appraiser:

 

Competitive Set(1)

 

 

Center Pointe
Plaza II

(Subject)

Christiana Center Center Pointe
Plaza I
Christiana Fashion Center Christiana Town
Center
University Plaza
Location Newark, DE Newark, DE Newark, DE Newark, DE Newark, DE Newark, DE
Distance from Subject -- 2.4 miles 0.0 miles 2.4 miles 3.4 miles 3.0 miles
Property Type Anchored Power Center Anchored Power Center Anchored Anchored
Year Built/Renovated 2006/NAP 1998/2004 2006/NAP 2015/NAP 2004/NAP 1971/1989
Anchors Johnny Janosik, Petsmart, Inc.,
La-Z-Boy Incorporated
Costco, Dicks, PETCO Home Depot,
Modell’s, T.J. Maxx
Best Buy, Marshalls/Home Goods, Raymour & Flanigan Boscov’s, Bed Bath & Beyond, Staples Burlington Coat Factory, Acme Market, Harbor Freight Tools
Total GLA 187,900 SF 302,779 SF 44,264 SF 113,821 SF 131,570 SF 91,211 SF
Total Occupancy 85.2%(2) 98.0% 100.0% 76.0% 91.0% 100.0%
  
(1)Information obtained from the appraisal.

(2)Information obtained from underwritten rent roll.

 

The Borrowers. The borrowers for the Center Pointe Plaza II Property are Centerpointcap I, LLC, Centerpointcap II, LLC, Centerpointcap III, LLC and Christiana Pit, L.L.C., each a Delaware limited liability company and single purpose entity. The managing member of each borrower is a newly-formed, special purpose entity with one independent director. The Centerpointcap I, LLC, Centerpointcap II, LLC and Centerpointcap III, LLC borrowers own the Center Pointe Plaza II Property (excluding the Red Lobster) as tenants-in-common. Such borrowers have waived their respective rights of partition. The three tenant-in-common entities are owned and controlled by two individuals. Legal counsel to the borrowers delivered a non-consolidation opinion in connection with the origination of the Center Pointe Plaza II Mortgage Loan. Louis J. Capano, III and Louis J. Capano, Jr. have jointly and severally guaranteed certain nonrecourse carveouts under the Center Pointe Plaza II Mortgage Loan.

 

The Borrower Sponsors. The borrower sponsors are Louis J. Capano, III and Louis J. Capano, Jr., who are the owners of Capano Management Company, founded in 1947. Capano Management Company predominantly develops residential and commercial real estate in Delaware and Florida. Capano Management and its affiliated companies own and manage over 2 million square feet of retail and office space and over 4,800 multifamily units with an additional 1,089 multifamily units under development. The borrower sponsor, Louis J. Capano, III was one of several partners involved in a land development project, where the unrelated loan was subject to a discounted payoff. The borrower sponsor, Louis J. Capano, Jr. had a loan modification for an unrelated property in 2013. See “Description of the Mortgage Pool— Loan Purpose; Default History, Bankruptcy Issues and Other Proceedings” in the Preliminary Prospectus.

 

Escrows. The Center Pointe Plaza II Mortgage Loan documents provide for upfront reserves of $194,163 for real estate taxes, $53,798 for insurance, $270,000 for tenant improvements and leasing commissions (“TI/LC”), $295,516 for rent abatements and CAM abatements relating to the Johnny Janosik lease and $107,000 for outstanding leasing commissions for Johnny Janosik. The Center Pointe Plaza II Mortgage Loan documents also provide for ongoing monthly reserves of $24,270 for real estate taxes, $2,349 for replacement reserves and $11,744 for general TI/LC (subject to a cap of $270,000).

 

Lockbox and Cash Management. The Center Pointe Plaza II Mortgage Loan is structured with a hard lockbox and springing cash management. The borrowers were required at origination to deliver letters to all tenants at the Center Pointe Plaza II Property directing them to pay all rents directly into a lender-controlled lockbox account. All other funds received by the borrowers or manager are required to be deposited in the lockbox account within one business day following receipt. During the occurrence and continuance of a Trigger Period (as defined below), all funds are required to be swept each business day into the cash management account controlled

 

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

 

 

Center Pointe Plaza II

 

by the lender and disbursed on each payment date in accordance with the Center Pointe Plaza II Mortgage Loan documents, with all excess cash flow to be deposited to an excess cash reserve to be held as additional security for the Center Pointe Plaza II Mortgage Loan.

 

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

 

(i)the occurrence of an event of default; or

(ii)the amortizing net cash flow debt service coverage ratio falling below 1.20x.

 

A Trigger Period will end upon the occurrence of the following:

 

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

with regard to clause (ii), the amortizing net cash flow debt service coverage ratio being equal to or greater than 1.25x for one calendar quarter.

 

Property Management. The Center Pointe Plaza II Property is managed by Capano Management Company, an affiliate of the borrowers.

 

Assumption. The borrowers have the one-time right to transfer the Center Pointe Plaza II Property, provided that certain conditions are satisfied, including (i) no event of default has occurred and is continuing; (ii) the lender has reasonably determined that the proposed transferee and guarantor satisfy the lender’s credit review and underwriting standards, taking into consideration the transferee’s experience, financial strength and general business standing; and (iii) if required by the lender, rating agency confirmation from DBRS, Fitch and Moody’s that the transfer will not result in a downgrade, withdrawal or qualification of the respective ratings assigned to the Series WFCM 2018-C45 certificates.

 

Partial Release. Not permitted.

 

Real Estate Substitution. Not permitted.

 

Subordinate and Mezzanine Indebtedness. Not permitted.

 

Ground Lease. None.

 

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

 

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

 

47

 

 

No. 8 – Addison Ridge Apartments - Phase II
 
Loan Information   Property Information
Mortgage Loan Seller: Rialto Mortgage Finance, LLC   Single Asset/Portfolio: Single Asset
Credit Assessment (DBRS/Fitch/Moody’s): NR/NR/NR   Property Type: Multifamily
Original Principal Balance: $25,000,000   Specific Property Type: Garden
Cut-off Date Principal Balance: $25,000,000   Location: Fayetteville, NC
% of Initial Pool Balance: 3.8%   Size: 214 Units
Loan Purpose: Refinance  

Cut-off Date Principal

Balance Per Unit:

$116,822
Borrower Name: Santa Fe Properties II SPE, LLC   Year Built/Renovated: 2016/NAP
Borrower Sponsor: Charles F. Weber   Title Vesting: Fee
Mortgage Rate: 5.360%   Property Manager: Self-managed
      4th Most Recent Occupancy (As of)(2):     NAP
Note Date: May 16, 2018   3rd Most Recent Occupancy (As of)(2): NAP      
Anticipated Repayment Date: NAP   2nd Most Recent Occupancy (As of)(2): NAP      
Maturity Date: June 6, 2028   Most Recent Occupancy (As of)(2): NAP      
IO Period: 48 months   Current Occupancy (As of): 98.1% (5/31/2018)
Loan Term (Original): 120 months    
Seasoning: 1 month   Underwriting and Financial Information:
Amortization Term (Original): 360 months   4th Most Recent NOI (As of)(2):  NAP
Loan Amortization Type: Interest-only, Amortizing Balloon   3rd Most Recent NOI (As of)(2): NAP      
Interest Accrual Method: Actual/360   2nd Most Recent NOI (As of)(2): NAP      
Call Protection: L(25),D(91),O(4)   Most Recent NOI (As of): $1,856,564 (TTM 5/31/2018)
Lockbox Type: Springing    
Additional Debt: None   U/W Revenues: $3,212,219
Additional Debt Type: NAP   U/W Expenses: $890,227
      U/W NOI: $2,321,992
      U/W NCF: $2,279,192
      U/W NOI DSCR: 1.38x
Escrows and Reserves(1):     U/W NCF DSCR: 1.36x
      U/W NOI Debt Yield: 9.3%
Type: Initial Monthly Cap (If Any)   U/W NCF Debt Yield: 9.1%
Taxes $122,848 $19,500 NAP   As-Is Appraised Value: $35,800,000
Insurance $18,894 $3,599 NAP   As-Is Appraisal Valuation Date: March 27, 2018
Replacement Reserves $0 $3,567 NAP   Cut-off Date LTV Ratio: 69.8%
          LTV Ratio at Maturity or ARD: 63.2%
             
                 
(1)See “Escrows” section.

(2)The Addison Ridge Apartments – Phase II Property (as defined below) was constructed in 2016-2017; therefore, no historical NOI or occupancy is available.

 

The Mortgage Loan. The mortgage loan (the “Addison Ridge Apartments - Phase II Mortgage Loan”) is evidenced by a single promissory note that is secured by a first mortgage encumbering an eight building, garden-style multifamily property located in Fayetteville, North Carolina (the “Addison Ridge Apartments - Phase II Property”). The Addison Ridge Apartments - Phase II Mortgage Loan was originated on May 16, 2018 by Rialto Mortgage Finance, LLC. The Addison Ridge Apartments - Phase II Mortgage Loan had an original principal balance of $25,000,000, has an outstanding principal balance as of the Cut-off Date of $25,000,000 and accrues interest at an interest rate of 5.360% per annum. The Addison Ridge Apartments - Phase II Mortgage Loan had an initial term of 120 months, has a remaining term of 119 months as of the Cut-off Date and requires payments of interest-only for the first 48 months following origination and thereafter requires payments of principal and interest based on a 30-year amortization schedule. The Addison Ridge Apartments - Phase II Mortgage Loan matures on June 6, 2028.

 

Following the lockout period, the borrower has the right to defease the Addison Ridge Apartments - Phase II Mortgage Loan in whole, but not in part, on any date before March 6, 2028. In addition, the Addison Ridge Apartments – Phase II Mortgage Loan is prepayable without penalty on or after March 6, 2028.

 

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

 

 

Addison Ridge Apartments - Phase II

 

Sources and Uses

 

Sources         Uses      
Original loan amount $25,000,000   100.0%   Loan Payoff $20,052,548   80.2%
                      Closing Costs 344,782      1.4 
                      Reserves 141,743      0.6 
                      Return of Equity 4,460,927       17.8 
Total Sources $25,000,000   100.0%   Total Uses $25,000,000   100.0%

 

The Property. The Addison Ridge Apartments - Phase II Property is an eight building, three- and four-story, 214 unit Class A+ garden style multifamily property located in Fayetteville, North Carolina. The Addison Ridge Apartments - Phase II Property was constructed in 2016-2017 and is situated on a 21.3-acre site. The Addison Ridge Apartments - Phase II Property’s residential unit mix includes 73 one-bedroom units, 113 two-bedroom units, and 28 three-bedroom units, with an average unit size of 1,110 square feet. The Addison Ridge Apartments - Phase II Property offers “all inclusive” units whereby the landlord pays for electricity and water/sewer charges, and these units have a premium rent add on of $225 to $250 per month. The Addison Ridge Apartments - Phase II Property also offers “corporate” units, which are fully furnished and the landlord pays for all utilities, including cable and internet and these units have a premium rent add on of $900 to $1,000 per month. As of March 27, 2018, the Addison Ridge Apartments - Phase II Property had 33 all-inclusive units and 9 corporate units. According to the sponsor, approximately 53.7% of tenants at the Addison Ridge Apartments - Phase II Property are either active or retired members of the military. See “Description of the Mortgage Pool—Mortgage Pool Characteristics – Property Types - Multifamily Properties” in the Prospectus.

 

Community amenities include a clubhouse which includes a fitness center with on-site personal trainer, laundry room, business center, conference room, game room, coffee lounge, 30 seat movie theater, yoga studio, a pool and the leasing office. The community amenities, including the existing leasing office which is located in the clubhouse (collectively, the “Common Facilities”), are located in Phase I of Addison Ridge, which is not part of the Addison Ridge Apartments - Phase II Mortgage Loan collateral. All amenities, including the clubhouse, are available to the tenants of the Addison Ridge Apartments - Phase II Property pursuant to recorded perpetual easement agreements (collectively, the “Easements”), which provide for, among other things, access to the Addison Ridge Apartments - Phase II Property and Common Facilities, use of the Common Facilities and sharing of expenses relating thereto. The Easements also grant borrower the access and use of the leasing office, which is a part of the Common Facilities. Pursuant to an amendment, the Easements require the three owners of Phases I-III to enter into a common management agreement to provide for the management and operation of the Common Facilities. A form of common management has been prepared and approved by the three property owners and the loan documents require the borrower to use its best efforts to enter into the agreement within one year of closing after final approval is received from the Phase I lender. Any foreclosing lender on any one of the three phases of Addison Ridge will have a veto right over the selection of the manager of the Common Facilities. The loan documents and the common management agreement for the Common Facilities each require the borrower to cause the leasing of the three phases of Addison Ridge to occur in an unbiased manner and to use its good faith and commercially reasonable efforts to keep the occupancy levels at each phase substantially the same. The documents also contain non-poaching/steering language.

 

Unit amenities include 9 foot ceilings, fully-equipped kitchen with granite countertops and a stainless steel appliance package which includes a microwave oven, ceiling fans, walk-in closets, linen closets, washer/dryer connections, balconies and patios and pantries in select units. The Addison Ridge Apartments - Phase II Property also features approximately 402 parking spaces (1.88 spaces per unit), of which 12 are detached garages. As of May 31, 2018, the Addison Ridge Apartments - Phase II Property was 98.1% occupied.

 

The borrower acquired the land as vacant in 2011 for $2.4 million, and subsequently invested approximately $28.3 million to develop the Addison Ridge Apartments - Phase II Property. This included approximately $25.0 million in hard costs and $3.0 million in soft costs. The total cost basis of $30.0 million excluded $600,000 paid to a borrower sponsor-affiliate as a development fee. The Addison Ridge Apartments - Phase II Property is part of a larger multi-phase apartment community that added the Addison Ridge Phase I in 2014, which included 211 units, and the Addison Ridge Apartments - Phase II Property in 2016. Additionally, the borrower has plans to develop Addison Ridge Phase III, which is expected to include 210 units.

 

The following table presents certain information relating to the unit mix of the Addison Ridge Apartments - Phase II Property:

 

Apartment Unit Summary(1)

 

Unit Type No. of Units % of Total Units Average Unit Size (SF) Average Monthly Rent per Unit
One Bedroom / One Bath 73 34.1% 942 $1,041
Two Bedroom / Two Bath 113 52.8% 1,154 $1,228
Three Bedroom / Two Bath 28 13.1% 1,373 $1,460
Total/Weighted Average 214 100.0% 1,110 $1,195

 

(1)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

 

 

Addison Ridge Apartments - Phase II

 

The following table presents historical occupancy percentages at the Addison Ridge Apartments - Phase II Property:

 

Historical Occupancy

 

12/31/2015(1)

12/31/2016(1)

12/31/2017(1)

5/31/2018(2)

NAP NAP NAP 98.1%

 

(1)The Addison Ridge Apartments – Phase II Property (as defined below) was constructed in 2016; therefore, no historical occupancy is available.

(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 performance and Underwritten Net Cash Flow at the Addison Ridge Apartments - Phase II Property:

 

Cash Flow Analysis

 

  TTM 5/31/2018(1) U/W % of U/W Effective Gross Income U/W $ per Unit
Base Rent $2,425,485 $3,005,781 93.6% $14,046
Grossed Up Vacant Space 647,456 63,030           2.0  295
Concessions (45,838) (43,235)          (1.3) (202)
Other Income(2) 303,763 418,614          13.0  1,956
Less Vacancy & Credit Loss(3)

(647,782)

(231,970)

(7.2)

(1,084)

         
Effective Gross Income $2,683,083 $3,212,219       100.0% $15,010
         
Total Operating Expenses(4) $826,520 $890,227        27.7% $4,160
 

 

 

 

 

Net Operating Income $1,856,564 $2,321,992        72.3% $10,850
Capital Expenditures

0

42,800

1.3

200

Net Cash Flow $1,856,564 $2,279,192        71.0% $10,650
         
NOI DSCR 1.11x 1.38x    
NCF DSCR 1.11x 1.36x    
NOI DY 7.4% 9.3%    
NCF DY 7.4% 9.1%    

 

(1)The Addison Ridge Apartments – Phase II Property was developed in 2016.

(2)Other income includes corporate and all-inclusive rent premiums, application fees, administrative/amenity fees, cable income, termination fees, pet fees, trash reimbursement, short-term premiums and laundry income.

(3)The underwritten economic vacancy is 9.0%. The Addison Ridge Apartments - Phase II Property was 98.1% occupied as of May 31, 2018.

(4)Total Operating Expenses include expenses related to the Common Facilities.

 

Appraisal. As of the appraisal valuation date of March 27, 2018, the Addison Ridge Apartments - Phase II Property had an “as-is” appraised value of $35,800,000.

 

Environmental Matters. According to a Phase I environmental assessment dated April 13, 2018, there was no evidence of any recognized environmental conditions at the Addison Ridge Apartments - Phase II Property.

 

Market Overview and Competition. The Addison Ridge Apartments - Phase II Property is located in Fayetteville, Cumberland County, North Carolina, within the Fayetteville metropolitan statistical area (the “Fayetteville MSA”). The Fayetteville MSA economy is driven by Fort Bragg, a major U.S. Army installation. Encompassing more than 160,000 acres (500 square miles) in northwest Fayetteville, Fort Bragg is the nation’s largest army installation, home to the U.S. Army’s 82nd Airborne Division, Special Operation Command, Forces Command, and Reserve Command. Fort Bragg employs approximately 15,500 civilians, has an annual payroll of $3.5 billion, and an annual economic impact estimated at $13 billion. There are 48,000 active duty, 12,500 reserve and temporary duty members, and 99,000 military retirees residing in the surrounding area, plus 63,000+ family members. The Fayetteville area has a large and growing defense industry and was ranked in the Top 5 defense industry development areas in the US for 2010. Eight of the ten top American defense contractors are located in the area, including Lockheed Martin, Boeing, Northrop Grumman, General Dynamics, and L-3 Communications. Other major employers include Cape Fear Valley Health System, Cumberland County Board of Education, Wal-Mart Associates Inc., and Cumberland County Government. As of October 2017, the Fayetteville MSA unemployment rate was 5.2%, in comparison to the state and national unemployment rate of 4.1%.

 

Access to the region is provided by major thoroughfares which include Martin Luther King Jr. Freeway, Interstate 95, Interstate 95 Business, Interstate 295 (partially completed), and State Highway 24. The neighborhood is comprised of a mix of residential and commercial development. The major thoroughfares are generally lined with retail, office, and other commercial uses. The major super regional mall in the area is Cross Creek Mall, which is anchored by Belk, JCPenney, Macy’s, and Sears and includes over 150 specialty retailers. The mall is located in the main commercial artery at the intersection of Morganton Road and Skibo Road, All-American Expressway and between Interstate 95 and Fort Bragg with numerous big box stores in close proximity, which include Sam’s Club, Walmart Supercenter, Lowe’s Home Improvement, Target, Barnes and Nobles, The Home Depot, Best Buy, and AMC Market Fair 15.

 

According to a third party market research report, the 2018 estimated population within a one-, three- and five-mile radius of the Addison Ridge Apartments - Phase II Property is 5,223, 49,933 and 135,864, respectively, with an average household income within

 

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

 

 

Addison Ridge Apartments - Phase II

 

a one-, three- and five-mile radius of the Westlake at Addison Ridge Apartments - Phase II Property of approximately $59,826, $55,619 and $56,683, respectively.

 

According to a third party market research report the Addison Ridge Apartments - Phase II Property is located within the Fayetteville multifamily market, which reported a vacancy rate of 6.8% as of fourth quarter 2017, with an average asking rental rate of $777 per unit.

 

The following table presents certain information relating to some comparable multifamily properties for the Addison Ridge Apartments - Phase II Property:

 

Competitive Set(1)

 

          Average Rent (per unit)    
  Location Distance to Subject Property Type Number of Units 1 BR 2 BR 3 BR Overall Average PSF Total Occupancy
Addison Ridge
Apartments – Phase II (Subject)
Fayetteville, NC -- Garden 214 $1,041 $1,228 $1,460 $1.08 98.1%
Westlake at Morganton Fayetteville, NC 2.7 miles Garden 327 $960 $1,081 $1,205 $0.91 98.0%
Plantation at Fayetteville Fayetteville, NC 0.3 miles Garden 360 $875 $1,025 $1,150 $0.85 95.0%

Addison Ridge I

Fayetteville, NC 0.0 miles Garden 211 $1,009 $1,194 $1,450 $1.05 96.0%
Preserve at Grand Oaks Fayetteville, NC 2.7 miles Garden 315 $887 $1,028 $1,150 $0.81 97.0%
Jamestown Commons Fayetteville, NC 2.4 miles Garden 216 $829 $952 $999 $0.88 98.0%

 

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

 

The Borrower. The borrower is Santa Fe Properties II SPE, LLC, a single purpose Delaware limited liability company with two independent directors in its organizational structure. Legal counsel to the borrower delivered a non-consolidation opinion in connection with the origination of the Addison Ridge Apartments - Phase II Mortgage Loan. The borrower is wholly owned by sole member Santa Fe Properties II, LLC which is owned by Charles F. Weber (50.1%, managing member), and Betty A. Weber, LLC (49.9%). Betty A. Weber, LLC is wholly owned by Betty A. Weber. Charles Weber, is the guarantor of certain nonrecourse carveouts under the Addison Ridge Apartments – Phase II Mortgage Loan.

 

The Sponsor. The sponsor, Charles F. Weber, has over 20 years’ experience in the commercial and multifamily real estate industry. Mr. Weber is a local owner and operator in Fayetteville and is the only developer of Class A+ apartment communities in the area.

 

Escrows. The loan documents provided for upfront reserve in the amount of $122,848 for real estate taxes, and $18,894 for insurance premiums. The loan documents require ongoing monthly deposits of $19,500 for real estate taxes, $3,599 for insurance premiums and $3,567 for replacement reserves.

 

Lockbox and Cash Management. Upon the occurrence of a Cash Management Trigger Event (as defined below) the borrower will be required to establish a lender-controlled lockbox account and instruct each tenant to deposit rents into such lockbox account. Additionally, all revenues received by the borrower or the property manager relating to Addison Ridge Apartments – Phase II Property are required to be deposited into the lockbox account within two business days of receipt. Other than during a Cash Sweep Event (as defined below), all excess funds on deposit are disbursed to the borrower.

 

A “Cash Management Trigger Event” will commence upon (i) an event of default; (ii) the borrower’s second late debt service payment in a twelve (12) month period; (iii) any bankruptcy action of the borrower, the guarantor or property manager; (iv) a Cash Management DSCR Trigger Event (as defined below). A Cash Management Trigger Event will end with respect to clause (i), when a cure of such event of default has been accepted or waived by lender; with respect to clause (ii), when the borrower makes twelve (12) consecutive monthly debt service payments; with respect to clause (iii), when such bankruptcy petition has been discharged, stayed, or dismissed within 30 days of such filing among other conditions for the borrower or guarantor and within 120 days for the property manager among other conditions or, with respect to a bankruptcy action of the manager, the borrower replacing the manager with a qualified manager acceptable to the lender; and with respect to clause (iv), the amortizing debt service coverage ratio based upon the trailing 12-month period immediately preceding the date of such determination is greater than 1.05x for two consecutive calendar quarters.

 

A “Cash Management DSCR Trigger Event” occurs upon any date the debt service coverage ratio based on the trailing 12-month period immediately preceding the date of such determination, is less than 1.05x.

 

A “Cash Sweep Event” will commence upon (i) an event of default; (ii) any bankruptcy action of the borrower, the guarantor or property manager, (iii) a Cash Sweep DSCR Trigger Event (as defined below). A Cash Sweep Event will end with respect to clause (i), when a cure of such event of default has been accepted or waived by lender; with respect to clause (ii), when such bankruptcy petition has been discharged, stayed, or dismissed within 30 days of such filing among other conditions for the borrower or guarantor and within 120 days for the property manager among other conditions or, with respect to a bankruptcy action of the manager, the borrower replacing the manager with a qualified manager acceptable to the lender; and with respect to clause (iii), the amortizing debt service coverage ratio based upon the trailing 12-month period immediately preceding the date of such determination is greater than 1.05x for two consecutive calendar quarters.

 

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

 

 

Addison Ridge Apartments - Phase II

 

A “Cash Sweep DSCR Trigger Event” occurs upon any date the debt service coverage ratio based on the trailing 12-month period immediately preceding the date of such determination, is less than 1.05x.

 

Property Management. The Addison Ridge Apartments - Phase II Property is managed by an affiliate of the borrower.

 

Assumption. The borrower has the right to transfer the Addison Ridge Apartments – Phase II Property on or before the earlier to occur of the first anniversary following the origination or the 60th day following securitization of the Addison Ridge Apartments – Phase II Mortgage Loan, 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 required 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 WFCM 2018-C45 Certificates.

 

Partial Release. Not permitted.

 

Real Estate Substitution. Not permitted.

 

Subordinate and Mezzanine Indebtedness. Not permitted.

 

Terrorism Insurance. The loan documents require that the “all risk” insurance policy required to be maintained by the borrower provides coverage for terrorism in an amount equal to the full replacement cost of the Addison Ridge Apartments – Phase II 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 6-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

 

 

No. 9 – Citadel Self Storage
 
Loan Information   Property Information
Mortgage Loan Seller: Rialto Mortgage Finance, LLC   Single Asset/Portfolio: Single Asset
Credit Assessment (DBRS/Fitch/Moody’s): NR/NR/NR   Property Type: Self Storage
Original Principal Balance: $25,000,000   Specific Property Type: Self Storage
Cut-off Date Principal Balance: $25,000,000   Location: Thousand Oaks, CA
% of Initial Pool Balance: 3.8%   Size: 143,754 SF
Loan Purpose: Refinance  

Cut-off Date Principal

Balance Per Unit:

$173.91
Borrower Name: Citadel Storage Delaware, LLC   Year Built/Renovated: 2002/NAP
Borrower Sponsor: Raubi Sundher; Kabir Sundher   Title Vesting: Fee
Mortgage Rate: 5.580%   Property Manager: Self-managed
      4th Most Recent Occupancy (As of): NAV
Note Date: May 18, 2018   3rd Most Recent Occupancy (As of): 96.3% (12/31/2015)
Anticipated Repayment Date: NAP   2nd Most Recent Occupancy (As of): 89.0% (12/31/2016)
Maturity Date: June 6, 2028   Most Recent Occupancy (As of): 81.6% (12/31/2017)
IO Period: 36 months   Current Occupancy (As of): 96.3% (5/4/2018)
Loan Term (Original): 120 Months    
Seasoning: 1 month   Underwriting and Financial Information:
Amortization Term (Original): 360 months   4th Most Recent NOI (As of):  $1,829,205 (12/31/2015)
Loan Amortization Type: Interest-only, Amortizing Balloon   3rd Most Recent NOI (As of): $1,816,090 (12/31/2016)
Interest Accrual Method: Actual/360   2nd Most Recent NOI (As of): $2,020,302 (12/31/2017)
Call Protection: L(25),D(91),O(4)   Most Recent NOI (As of): $2,136,329 (TTM 3/31/2018)
Lockbox Type: Springing    
Additional Debt: None   U/W Revenues: $3,224,874
Additional Debt Type: NAP   U/W Expenses: $1,051,844
      U/W NOI: $2,173,030
      U/W NCF: $2,151,467
      U/W NOI DSCR: 1.26x
Escrows and Reserves(1):     U/W NCF DSCR: 1.25x
      U/W NOI Debt Yield: 8.7%
Type: Initial Monthly Cap (If Any)   U/W NCF Debt Yield: 8.6%
Taxes $25,291 $8,265 NAP   As-Is Appraised Value: $41,720,000
Insurance $29,892 $2,847 NAP   As-Is Appraisal Valuation Date: April 11, 2018
Replacement Reserves $0 $1,797 NAP   Cut-off Date LTV Ratio: 59.9%
          LTV Ratio at Maturity or ARD: 53.7%
                 
(1)See “Escrows” section.

 

The Mortgage Loan. The mortgage loan (the “Citadel Self Storage Mortgage Loan”) is evidenced by a single promissory note that is secured by a first mortgage encumbering a self storage property located in Thousand Oaks, California (the “Citadel Self Storage Property”). The Citadel Self Storage Mortgage Loan was originated on May 18, 2018 by Rialto Mortgage Finance, LLC. The Citadel Self Storage Mortgage Loan had an original principal balance of $25,000,000, has an outstanding principal balance as of the Cut-off Date of $25,000,000 and accrues interest at an interest rate of 5.5800% per annum. The Citadel Self Storage Mortgage Loan had an initial term of 120 months, has a remaining term of 119 months as of the Cut-off Date and requires payments of interest only for the first 36 months following origination and thereafter requires payments of principal and interest based on a 30-year amortization schedule. The Citadel Self Storage Mortgage Loan matures on June 6, 2028.

 

Following the lockout period, the borrower has the right to defease the Citadel Self Storage Mortgage Loan in whole, but not in part, on any date before March 6, 2028. In addition, the Citadel Self Storage Mortgage Loan is prepayable without penalty on or after March 6, 2028.

 

Sources and Uses

 

Sources         Uses      
Original loan amount $25,000,000   100.0%   Loan Payoff $12,699,934   50.8%
                      Closing Costs 308,786     1.2
                      Upfront Reserves 55,182     0.2
                      Return of Equity 11,936,098   47.7
Total Sources $25,000,000   100.0%   Total Uses $25,000,000   100.0%

 

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

 

53

 

 

Citadel Self Storage

 

The Property. The Citadel Self Storage Property is a 143,754 square feet self storage facility located in Thousand Oaks, California. The Citadel Self Storage Property was completed in two phases in 2002 and 2005 and is situated on a 4.5 acre site. The Citadel Self Storage Property is comprised of four single-story buildings, one two-story building, and one three-story building. The Citadel Self Storage Property has a total of 1,788 self-storage units including 1,605 traditional self storage units, 97 climate controlled wine storage units, 17 vault units and 69 safety deposit boxes. The unit mix is comprised of 929 climate controlled units (52.0% of total units) and 859 non-climate controlled units (48.0% of total units). Property amenities include a post office, 24 hour camera security system, an electronic gate, keypad entry, perimeter fencing, exterior lighting, two elevators, security alarms, a leasing office, and an on-site manager. In 2016, the guarantor redeveloped building 3 at the Citadel Self Storage Property adding approximately 20,721 square feet of self storage space at a cost of approximately $2.2 million. The redevelopment included the addition of two concrete floors and two elevators and created 484 climate controlled self storage units which were absorbed throughout 2017. As of May 4, 2018, the Citadel Self Storage Property was 96.3% leased.

 

The following table presents historical occupancy percentages at the Citadel Self Storage Property:

 

Historical Occupancy

 

12/31/2015(1)

12/31/2016(1)

12/31/2017(1)

5/4/2018(2)

96.3% 89.0% 81.6% 96.3%

 

(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 performance and Underwritten Net Cash Flow at the Citadel Self Storage Property:

 

Cash Flow Analysis

 

  2015 2016 2017 TTM
3/31/2018
U/W % of U/W Effective Gross Income U/W $ per Room(1)
Base Rent $2,448,785 $2,542,002 $2,785,578 $2,926,872 $3,352,056 103.9% $23.32
Grossed Up Vacant Space 0 0 0 0 140,892 4.4 0.98
Other Income(1) 77,449 78,262 105,327 114,922 114,922 3.6 0.80
Less Vacancy & Credit Loss

(12,480)

(10,015)

(17,997)

(15,684)

(382,996)(2)

(11.9)

(2.66)

               
Effective Gross Income $2,513,754 $2,610,249 $2,872,908 $3,026,110 $3,224,874 100.0% $22.43
               
Total Operating Expenses $684,549 $794,159 $852,606 $889,781 $1,051,844 32.6% $7.32
 
 
 
 
 
 
 
 
Net Operating Income $1,829,205 $1,816,090 $2,020,302 $2,136,329 $2,173,030 67.4% $15.12
Capital Expenditures

0

0

0

0

21,563

0.7

0.15

Net Cash Flow $1,829,205 $1,816,090 $2,020,302 $2,136,329 $2,151,467 66.7% $14.97
               
NOI DSCR 1.06x 1.06x 1.18x 1.24x 1.26x    
NCF DSCR 1.06x 1.06x 1.18x 1.24x 1.25x    
NOI DY 7.3% 7.3% 8.1% 8.5% 8.7%    
NCF DY 7.3% 7.3% 8.1% 8.5% 8.6%    

 

(1)Other income includes liens, late fees, administration fees, insurance commission, and USPS income.

(2)The underwritten economic vacancy is 11.0%. The Citadel Self Storage Property was 96.3% physically occupied as of May 4, 2018.

 

Appraisal. As of the appraisal valuation date of April 11, 2018, the Citadel Self Storage Property had an “as-is” appraised value of $41,720,000.

 

Environmental Matters. According to a Phase I environmental assessment dated February 26, 2018, there was no evidence of any recognized environmental conditions at the Citadel Self Storage Property.

 

Market Overview and Competition. The Citadel Self Storage Property is located in Thousand Oaks, Ventura County, California, within the Oxnard-Thousand Oaks-Ventura, CA metropolitan statistical area (“Thousand Oaks MSA”). Ventura has hundreds of miles of national and state parks and forestland, with the Los Padres National Forest making up most of the northern half of the county. Ventura has evolved into an employment center with the growth of the technology corridor that stretches along U.S. Route 101 from Woodland Hills to Camarillo. Major employers with the Thousand Oaks MSA include Naval Construction Battalion, Amgen Inc., Naval Air Warfare Center Weapons, the Air National Guard and St. John’s Regional Medical Center.

 

The Citadel Self Storage Property is located along Old Conejo Road in the southeastern portion of Ventura at the center of Conejo Valley which is bordered by Simi Valley to the north, Westlake Village to the east, Hidden Valley and the Santa Monica Mountains to the south, and Camarillo to the west. Access to the neighborhood is provided by U.S. Route 101, and State Route 23. Development in the neighborhood consists of office, retail and industrial uses along the major arterials with multifamily and single family development removed from arterials.

 

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

 

 

Citadel Self Storage

 

According to the appraisal, the Citadel Self Storage Property is located in the San Fernando Valley-West self storage submarket of the Los Angeles self storage market. As of 2017, the San Fernando Valley-West self storage submarket reported a vacancy rate of 7.3%. Asking rentals rates were $182.93 for 10x10 non-climate controlled units and $214.87 for 10x10 climate controlled units for 2017. The Los Angeles self storage market reported a vacancy rate of 7.7% for 2017. Asking rental rates of $184.58 for 10x10 non-climate controlled units and $210.53 for 10x10 climate controlled units were quoted for the Los Angeles self storage market as of 2017.

 

The following table presents certain information relating to some comparable self storage properties for the Citadel Self Storage Property:

 

Competitive Set(1)

 

  Citadel Self Storage (Subject) StorCal Self Storage Ventu Park Self Storage Extra Space Self Storage Newbury Park Self Storage Hollywood Storage Center
Location Thousand Oaks, CA Newbury Park, CA Newbury Park, CA Newbury Park, CA Newbury Park, CA Newbury Park, CA
Distance to Subject -- 1.1 miles 2.5 miles 0.4 miles 2.0 miles 0.1 miles
Property Type Self Storage Self Storage Self Storage Self Storage Self Storage Self Storage
Year Built/Renovated 2002/NAP 1981/NAP 2002/NAP 2001/NAP 1992/NAP 1982/NAP
Total Units 1,788 280 616 427 320 1,412
Total Occupancy 96.3%(2) 92.0% 90.0% 90.0% 90.1% 90.0%

 

(1)Information obtained from the appraisal.

(2)Information obtained from the underwritten rent roll

 

The Borrower. The borrower is Citadel Storage Delaware, LLC , a single purpose Delaware limited liability company, with one independent director in its organizational structure. Legal counsel to the borrower delivered a non-consolidation opinion in connection with the origination of the Citadel Self Storage Mortgage Loan. Citadel Storage Delaware, LLC is wholly owned by Citadel Storage, LLC, which is owned by Raubi Sundher (36.0%), Kabir Singh Sundher (29.7%), Jehlam (Jay) Sundher (24.3%), and S. Tej Sundher (10.0%). Raubi Sundher and Kabir Sundher are the guarantors of certain nonrecourse carveouts under the Citadel Self Storage Mortgage Loan on a joint and several basis.

 

The Sponsors. The sponsors of the borrower are Raubi Sundher and Kabir Singh Sundher. Raubi Sundher has over 30 years of real estate experience and is a founding member of the Hollywood Business Improvement District. Since 1987, Mr. Sundher has led Kuvera Partners which focuses on the development and construction of multiple properties in the entertainment and the self storage industry. Kabir Singh Sundher joined Kuvera Partners in 1996 after working as an attorney and as in-house counsel for the real estate developer C. L. Development, Inc. Kabir Singh Sundher is responsible for legal, financial and technological affairs for Kuvera Partners.

 

Escrows. The loan documents provided for upfront reserves in the amount of $25,291 for real estate taxes and $29,892 for insurance premiums. The loan documents require ongoing monthly deposits of $8,265 for real estate taxes, $2,847 for insurance premiums and $1,797 for replacement reserves.

 

Lockbox and Cash Management. Upon the occurrence of a Cash Management Trigger Event (as defined below) the borrower will be required to establish a lender-controlled lockbox account and instruct each tenant to deposit rents into such lockbox account. Additionally, all revenues received by the borrowers or the property manager relating to Citadel Self Storage Property are required to be deposited into the lockbox account within one business day of receipt. Other than during a Cash Sweep Event (as defined below), all excess funds on deposit are disbursed to the borrower.

 

A “Cash Management Trigger Event” will commence upon (i) an event of default; (ii) the borrower’s second late debt service payment within a twelve (12) month period; (iii) any bankruptcy action of the borrower, guarantors or property manager; or (iv) a Cash Management DSCR Trigger Event (as defined below). A Cash Management Trigger Event will end with respect to clause (i), when a cure of such event of default has been accepted or waived by lender; with respect to clause (ii), the timely payment of the monthly debt service payments on twelve (12) consecutive payment dates; with respect to clause (iii), when such bankruptcy action has been discharged, stayed, or dismissed within 30 days for the borrower or guarantors and 120 days for the property manager, among other conditions or, with respect to a bankruptcy action of the property manager, the borrower has replaced the manager with a qualified manager acceptable to the lender; and with respect to clause (iv), upon the termination of the Cash Management DSCR Trigger Event as set forth below.

 

A “Cash Management DSCR Trigger Event” will commence upon any date the amortizing debt service coverage ratio based on the trailing 12-month period immediately preceding the date of such determination is less than 1.15x, and will end if the amortizing debt service coverage ratio based upon the trailing 12-month period immediately preceding the date of such determination is greater than 1.15x for two consecutive calendar quarters.

 

A “Cash Sweep Event” means (i) an event of default; (ii) any bankruptcy action of the borrowers, guarantors or property manager; or (iii) a Cash Sweep DSCR Trigger Event (as defined below). A Cash Sweep Event will end with respect to clause (i), when a cure of such event of default has been accepted or waived by lender; with respect to clause (ii), when such bankruptcy action has been discharged, stayed, or dismissed, within 30 days for the borrowers or guarantors and 120 days for the property manager, among other conditions or, with respect to a bankruptcy action of the property manager, the borrower has replaced the property manager with a qualified manager acceptable to the lender; and with respect to clause (iii), upon the termination of the Cash Sweep DSCR Trigger Event as set forth 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.

 

55

 

 

Citadel Self Storage

 

A “Cash Sweep DSCR Trigger Event” occurs upon any date the amortizing debt service coverage ratio based on the trailing 12-month period immediately preceding the date of such determination is less than 1.10x and will end once the amortizing debt service coverage ratio based upon the trailing 12-month period immediately preceding the date of such determination is greater than 1.10x for two consecutive quarters.

 

Property Management. The Citadel Self Storage Property is managed by an affiliate of the borrower.

 

Assumption. The borrower has the right to transfer the Citadel Self Storage Property on or before the earlier to occur of the first anniversary following the origination or the 60th day following securitization of the Citadel Self Storage Mortgage Loan, 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 required 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 WFCM 2018-C45 Certificates.

 

Partial Release. Not permitted.

 

Real Estate Substitution. Not permitted.

 

Subordinate and Mezzanine Indebtedness. Not permitted.

 

Terrorism Insurance. The loan documents require that the “all risk” insurance policy required to be maintained by the borrowers provide coverage for terrorism in an amount equal to the full replacement cost of the Citadel Self Storage 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.

 

Earthquake Insurance. The loan documents do not require earthquake insurance. The property is located in Seismic Zone 4. The seismic report indicated scenario expected loss for the property is 11%.

 

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

 

 

No. 10 – 181 Fremont Street
 
Loan Information   Property Information
Mortgage Loan Seller: Barclays Bank PLC   Single Asset/Portfolio: Single Asset
Credit Assessment     Property Type: Office
(DBRS/Fitch/Moody’s): (AA/BBB-/NR)   Specific Property Type: CBD
Original Principal Balance(1): $20,000,000   Location: San Francisco, CA
Cut-off Date Balance(1): $20,000,000   Size: 436,332 SF
% of Initial Pool Balance: 3.0%   Cut-off Date Balance Per SF(1): $572.96
Loan Purpose: Refinance   Year Built/Renovated: 2018/NAP
Borrower Name: 181 Fremont Office LLC   Title Vesting: Fee
Borrower Sponsor: Joseph K. Paul   Property Manager: Self-managed
Mortgage Rate: 3.7086%   4th Most Recent Occupancy (As of)(5): NAP
Note Date: March 29, 2018   3rd Most Recent Occupancy (As of)(5): NAP
Anticipated Repayment Date: April 6, 2028   2nd Most Recent Occupancy (As of)(5): NAP
Maturity Date: April 6, 2031   Most Recent Occupancy (As of)(5): NAP
IO Period: 120 months   Current Occupancy (As of): 100.0% (7/1/2018)
Loan Term (Original): 120 months      
Seasoning: 3 months    
Amortization Term (Original): NAP   Underwriting and Financial Information:
Loan Amortization Type: Interest-only, ARD   4th Most Recent NOI (As of)(5): NAP
Interest Accrual Method: Actual/360   3rd Most Recent NOI (As of)(5): NAP
Call Protection(2): L(23),GRTR 1% or YM(4),GRTR 1%   2nd Most Recent NOI (As of)(5): NAP
  or YM or D(86),O(7)   Most Recent NOI (As of)(5): NAP
Lockbox Type: Hard/Upfront Cash Management      
Additional Debt(1): Yes    
Additional Debt Type(1)(3): Pari Passu; Mezzanine   U/W Revenues: $43,664,053
      U/W Expenses: $14,094,390
      U/W NOI: $29,569,663
      U/W NCF: $29,482,397
Escrows and Reserves(4):     U/W NOI DSCR(1): 3.15x
          U/W NCF DSCR(1): 3.14x
Type: Initial Monthly Cap (If Any)   U/W NOI Debt Yield(1): 11.8%
Taxes $0 $509,418 NAP   U/W NCF Debt Yield(1): 11.8%
Insurance $0 Springing NAP   Appraised Value(6): $632,000,000
Replacement Reserves $0 Springing NAP   Appraisal Valuation Date(6): March 1, 2021
Rent Concessions Reserve $68,379,092 $0 NAP   Cut-off Date LTV Ratio(1): 39.6%
TI/LC Reserve $42,717,266 $0 NAP   LTV Ratio at ARD(1): 39.6%
             
                 
(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 181 Fremont Street Whole Loan (as defined below). The Cut-off Date LTV Ratio, LTV Ratio at ARD, U/W NCF DSCR and U/W NOI Debt Yield based on the 181 Fremont Street Whole Loan and the 181 Fremont Street Mezzanine Loans (as defined below) (together, the “181 Fremont Street Total Debt”), are 75.2%, 75.2%, 1.38x and 6.2%, respectively.

(2)Defeasance of the 181 Fremont Street 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) March 29, 2021. The assumed lockout period applicable to defeasance of 27 payments is based on the expected WFCM 2018-C45 securitization trust closing date in July 2018.

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

(4)See “Escrows” section.

(5)Historical occupancy, operating and financial information is unavailable as the 181 Fremont Street Property (as defined below) was built in 2018.

(6)See “Appraisal” section. The appraised value shown is a prospective market value that assumes the 181 Fremont Street Property is complete and/or achieves stabilization as of March 1, 2021, the date upon which all free rent burns off. The As-Is Appraised Value is $461,000,000 as of February 28, 2018 and is inclusive of deductions for free rent, tenant improvement and leasing commission (“TI/LC”) obligations, equating to a Cut-off Date LTV Ratio and LTV Ratio at ARD of 54.2%.The borrower deposited upfront reserves totaling $111,096,358 for such contractual TI/LC obligations and free rent (see “Escrows” section).

 

The Mortgage Loan. The mortgage loan (the “181 Fremont Street Mortgage Loan”) is part of a whole loan (the “181 Fremont Street Whole Loan”) evidenced by seven pari passu notes secured by a first mortgage encumbering the fee simple interest in the Class A office condominium portion of 181 Fremont Street in San Francisco, California (the “181 Fremont Street Property”). The 181 Fremont Street Whole Loan was co-originated on March 29, 2018 by Barclays Bank PLC and Deutsche Bank AG, acting through its New York Branch. The 181 Fremont Street Whole Loan had an original principal balance of $250,000,000, has an outstanding principal balance as of the Cut-off Date of $250,000,000 and accrues interest at an interest rate of 3.70860% per annum (the “Initial Interest Rate”) through the anticipated repayment date (the “ARD”). The ARD is April 6, 2028 and the final maturity date is April 6, 2031. In the event that the 181 Fremont Street Whole Loan is not repaid in full on or prior to the ARD, the 181 Fremont Street Whole Loan will accrue interest at a per annum rate equal to the greater of (a) the Initial Interest Rate plus 1.5000%, (b) the swap rate as determined in the 181 Fremont Street Whole Loan documents on the ARD plus 2.4146% or (c) when applicable, the default rate as defined in the 181 Fremont Street Whole Loan documents (the “Adjusted Interest Rate”); however, interest accrued at the excess of the Adjusted Interest Rate over the Initial Interest Rate (the “Accrued Interest”) will be deferred. In addition, from and after the ARD, all excess

 

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

 

 

181 FREMONT STREET

 

cash flow from the 181 Fremont Street Property after the payment of reserves, interest calculated at the Initial Interest Rate, debt service on the 181 Fremont Street Mezzanine Loans and operating expenses will be applied (i) first to repay the principal balance of the 181 Fremont Street Whole Loan and (ii) second to the payment of Accrued Interest. See “Description of the Mortgage Pool—The Whole Loans—The Non-Serviced Pari Passu Whole Loans—the 181 Fremont Street Whole Loan” and “Pooling and Servicing Agreement” in the Preliminary Prospectus.

 

Note A-6-2, which will be contributed to the WFCM 2018-C45 Trust, had an original principal balance of $20,000,000, has an outstanding principal balance as of the Cut-off Date of $20,000,000 and represents a non-controlling interest in the 181 Fremont Street Whole Loan. 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 BANK 2018-BNK12 Trust. The non-controlling Note A-3 had an original principal balance of $22,000,000, has an outstanding principal balance as of the Cut-off Date of $22,000,000, is currently held by Wells Fargo Bank, N.A. and is expected to be contributed to one or more future securitizations. The non-controlling Note A-6-1 had an original principal balance of $30,000,000, has an outstanding principal balance as of the Cut-off Date of $30,000,000 and was contributed to the WFCM 2014-C44 Trust. The controlling Note A-1 and the non-controlling Notes A-4 and A-5 had an aggregate original principal balance of $120,000,000, have an aggregate outstanding principal balance as of the Cut-off Date of $120,000,000, are currently held by Deutsche Bank AG, New York Branch and are expected to be contributed to one or more future securitizations. The mortgage loans evidenced by Notes A-1, A-2, A-3, A-4, A-5 and A-6-1 are collectively referred to herein as the “181 Fremont Street Companion Loans”. 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(1)

 

Notes Original Balance   Note Holder Controlling Interest
A-1 $50,000,000   Deutsche Bank AG, New York Branch Yes
A-2 $58,000,000   BANK 2018-BNK12 No
A-3 $22,000,000   Wells Fargo Bank, N.A. No
A-4 $30,000,000   Deutsche Bank AG, New York Branch No
A-5 $40,000,000   Deutsche Bank AG, New York Branch No
A-6-1 $30,000,000   WFCM 2018-C44 No
A-6-2 $20,000,000   WFCM 2018-C45 No
Total $250,000,000      

 

(1)The lender provides no assurances that any non-securitized pari passu note will not be split further.

 

Following 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) March 29, 2021, on any date before October 6, 2027, the borrower has the right to defease the 181 Fremont Street Whole Loan in whole, but not in part. On April 6, 2020 and on any business day thereafter, the borrower has the right to prepay the 181 Fremont Street Whole Loan in whole, 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 181 Fremont Street Whole Loan is prepayable without penalty on or after October 6, 2027.

 

Sources and Uses

 

Sources         Uses      
Original whole loan amount $250,000,000   52.6%   Loan payoff $362,943,921   76.3%
Mezzanine loans 225,000,000   47.3      Reserves 111,096,358   23.4   
Borrower sponsors’ new cash contribution 695,692   0.1   Closing costs 1,655,413   0.3 
                 
Total Sources $475,695,692   100.0%   Total Uses $475,695,692   100.0%

 

The Property. The 181 Fremont Street Property comprises the office condominium portion of a 57-story Class A, LEED Platinum tower constructed in 2018 and located in downtown San Francisco, California (see “Condominium” section below). The 181 Fremont Street tower consists of 654,698 square feet of total gross building area, with 436,332 square feet allocated to office space on the first 38 stories (collateral for the 181 Fremont Street Whole Loan) and 120,457 square feet of space allocated to 67 luxury market rate residential units on floors 39 to 57 (non-collateral). The 181 Fremont Street tower is over 800 feet tall and offers unobstructed views of the San Francisco Bay and the waterfront. As of July 1, 2018, the 181 Fremont Street Property was 100.0% leased to Facebook, Inc. (“Facebook”) on a triple-net basis through February 2031, with two, five-year extension options and no early termination options.

 

The 181 Fremont Street Property is located in the South Financial District, three blocks from the San Francisco Bay and within two blocks of Market Street. According to the appraisal, the San Francisco Financial District is the most concentrated employment center in northern California with an employment base that supports a wide variety of commercial use. The 181 Fremont Street Property offers direct access to the new Transbay Transit Center and its elevated 5.4 acre park via a 7th floor skybridge. The new public transportation hub is expected to connect eight Bay Area counties through 11 transit systems, expected to open by 2019. The first phase of the project includes the five-story structure, active bus terminal, elevated park and over 100,000 square feet of retail space including dining, shopping and entertainment.

 

As of the origination date, Facebook has taken possession of the 181 Fremont Street Property and commenced the build out of its space. Outstanding rent concessions and tenant improvement allowances related to the Facebook lease were deposited into escrow by the borrower on the origination date (See “Escrows” section). According to the borrower sponsor, Facebook is expected to occupy the 181 Fremont Street Property in three phases with floors five through 13 being occupied in February 2019, floors 14 through 25 being

 

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

 

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occupied in March 2020 and floors 26 through 38 being occupied in March 2021. Floors two and three are partially open to the first floor and also consist of residential storage and security offices. The fourth floor features bicycle storage, showers, storage and laundry areas.

 

Facebook is a technology company whose platforms allow users to communicate with family, friends and coworkers. Facebook currently shuttles thousands of employees to its Silicon Valley headquarters and is now adding a San Francisco footprint, as other technology companies have done, including Google and Apple. The 181 Fremont Street Property will be Facebook’s first outpost in San Francisco, housing between 2,000 and 3,000 employees by 2021 to support its growth. One of Facebook’s fast-growing divisions, Instagram, will be one of the groups to move a team into the 181 Fremont Street Property. Daily and monthly active users across Facebook’s platforms were up approximately 14.0% in 2017 year-over-year. As of December 2017, there were 2.1 billion active users on Facebook each month, as of January 2018 there were 1.5 billion active users on WhatsApp (owned by Facebook) each month, and as of September 2017 there were 800 million active users on Instagram each month. Facebook reported 2017 revenue of approximately $40.7 billion, up approximately 47.1% over 2016, which is primarily attributable to approximately $39.9 billion of advertising revenue. Additionally, Facebook reported net income of approximately $15.9 billion in 2017, up approximately 56.0% from 2016.

 

The following table presents certain information relating to the tenancy at the 181 Fremont Street Property:

 

Major Tenants

 

Tenant Name

Credit Rating

(Fitch/Moody’s/S&P)

Tenant NRSF % of
NRSF
Annual U/W Base Rent PSF(1)(2) Annual
U/W Base Rent(1)(2)
% of Total Annual U/W Base Rent(1)(2) Lease
Expiration
Date
               
Major Tenant              
Facebook, Inc. NR/NR/NR 436,332 100.0% $72.22 $31,511,897 100.0% 2/28/2031(3)
Total Major Tenant 436,332 100.0% $72.22 $31,511,897 100.0%  
               
Vacant Space   0 0.0%        
               
Collateral Total 436,332 100.0%        
               

 

(1)Annual U/W Base Rent PSF and Annual U/W Base Rent include $4,546,579 of straight-line rent through the maturity date of the Facebook lease.

(2)Facebook has rent abatements through 2021, all of which were deposited into escrow on the origination date.

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

 

The following table presents certain information relating to the lease rollover schedule at the 181 Fremont Street 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
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
2028 0 0 0.0% 0 0.0% $0 0.0% $0.00
Thereafter 1 436,332 100.0% 436,332 100.0% $31,511,897 100.0% $72.22
Vacant 0 0 0.0% 436,332 100.0% $0 0.0% $0.00
Total/Weighted Average 1 436,332 100.0%     $31,511,897 100.0% $72.22

 

(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 $4,546,579 of straight-line rent through the maturity date of the Facebook lease.

 

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

 

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The following table presents historical occupancy percentages at the 181 Fremont Street Property:

 

Historical Occupancy

 

12/31/2014(1)

12/31/2015(1)

12/31/2016(1)

12/31/2017(1)

7/1/2018(2)

NAP NAP NAP NAP 100.0%

 

(1)Historical Occupancy prior to 7/1/2018 is not applicable as the 181 Fremont Street Property was built in 2018.

(2)Information obtained from the underwritten rent roll.

 

Underwritten Net Cash Flow. The following table presents certain information relating to the underwritten net cash flow at the 181 Fremont Street Property:

 

Cash Flow Analysis(1)

 

  U/W % of U/W
Effective
Gross Income
U/W $ per SF
Base Rent(2) $31,511,897 72.2% $72.22
Grossed Up Vacant Space 0 0.0 0.00
Total Reimbursables 13,502,591 30.9 30.95
Less Vacancy & Credit Loss(3)

(1,350,435)

(3.1)

(3.09)

Effective Gross Income $43,664,053 100.0% $100.07
       
Total Operating Expenses

$14,094,390

32.3%

$32.30

       
Net Operating Income $29,569,663 67.7% $67.77
TI/LC 0 0.0 0.00
Capital Expenditures

87,266

0.2

0.20

Net Cash Flow $29,482,397 67.5% $67.57
       
NOI DSCR(4) 3.15x    
NCF DSCR(4) 3.14x    
NOI DY(4) 11.8%    
NCF DY(4) 11.8%    

 

(1)Historical Cash Flows are not available as the 181 Fremont Street Property was built in 2018.

(2)U/W Base Rent includes $4,546,579 of straight-line rent through the maturity date of the Facebook lease.

(3)The underwritten economic vacancy is 3.0%. The 181 Fremont Street Property was 100.0% leased as of July 1, 2018.

(4)Debt service coverage ratios and debt yields are based on the 181 Fremont Street Whole Loan.

 

Appraisal. The appraiser concluded to an appraised value of $632,000,000 with a valuation date of March 1, 2021 which assumes the 181 Fremont Street Property is complete and/or achieves stabilization. Facebook is expected to be in full occupancy of their leased space by March 2021. As of the appraisal valuation date of February 28, 2018 the 181 Fremont Street Property had an “as-is” appraised value of $461,000,000 and is inclusive of deductions for free rent, tenant improvement and leasing commission (“TI/LC”) obligations. The borrower deposited upfront reserves totaling $111,096,358 for such contractual TI/LC obligations and free rent (see “Escrows” section). The appraiser also concluded to a “hypothetical go dark” appraised value of $522,000,000, equating to a Cut-off Date LTV Ratio and LTV Ratio at ARD of 47.9%.

 

Environmental Matters. According to a Phase I environmental site assessment dated March 7, 2018, there was no evidence of any recognized environmental conditions at the 181 Fremont Street Property.

 

Market Overview and Competition. The 181 Fremont Street Property is located in the South Financial District of downtown San Francisco, California, three blocks from the San Francisco Bay and within two blocks of Market Street. According to the appraisal, the area immediately surrounding the 181 Fremont Street Property is approximately 98% built up, predominantly consisting of mid- and high-rise office and residential buildings, with few redevelopment sites available for re-use. Immediately north of the 181 Fremont Street Property is the Transbay Terminal, which is currently under construction and expected to open by 2019. Once complete, the Transbay Terminal is expected to be the bus and rail transportation hub of the Bay Area and has been proposed to be the termination point for the high-speed rail system planned between San Francisco and Los Angeles.

 

According to the appraisal, the 181 Fremont Street Property is located within the South Financial District office submarket. The South Financial District office submarket had fourth quarter 2017 inventory of approximately 15,384,000 square feet with a 7.6% vacancy rate and average asking rents of $72.94 PSF, as compared to the broader San Francisco office market which had a 9.8% vacancy rate and average asking rents of $56.66 PSF for the same period. The estimated 2017 population within a 1.0-, 3.0- and 5.0-mile radius around the 181 Fremont Street Property was 66,410, 369,991 and 636,799, respectively, reflective of a population compound growth rate from 2010 to 2017 of 1.6%, 1.5% and 1.3%, respectively. The estimated 2017 median household income within the same radii was $59,179, $78,089 and $82,936, 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.

 

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The following table presents certain information relating to comparable leases to the 181 Fremont Street Property:

 

Comparable Leases(1)

 

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

Salesforce Tower

San Francisco, CA

2018 61 1,400,000 Accenture

March 2017 /

61 Months

100,630 $52.00 Net
                 

Two Rincon

San Francisco, CA

1989 6 326,001 Google

March 2017 /

132 Months

166,460 $52.00 Net
                 

Foundry Square IV

San Francisco, CA

2003 10 247,238 Slack

January 2017 /

120 Months

228,998 $56.50 Net
                 

Charles Schwab Plaza

San Francisco, CA

1973 17 417,266 Charles Schwab

December 2016 /

120 Months

359,000 $50.00 Net
                 

First Market Tower

San Francisco, CA

1973 39 1,034,329 Merrill Lynch

December 2016 /

72 Months

121,000 $40.00 Net
                 

350 Bush

San Francisco, CA

2018 19 386,907 Twitch

November 2017 /

120 Months

178,000 $62.00 Net
                 
        Confidential

May 2018 /

136 Months

145,217 $67.00 Net
                 
        Confidential

October 2018 /

128 Months

52,880 $69.00 Net
(1)Information obtained from the appraisal.

 

The Borrower. The borrower for the 181 Fremont Street Whole Loan is 181 Fremont Office 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 181 Fremont Street Whole Loan. Paul Guarantor LLC, a Delaware limited liability company, is the guarantor of certain nonrecourse carveouts under the 181 Fremont Street Whole Loan (the “181 Fremont Street Guarantor”). The 181 Fremont Street Guarantor is wholly owned by the Jay Paul Revocable Living Trust, of which Jay Paul is trustee and grantor. The 181 Fremont Street Guarantor will be required to maintain a minimum net worth, excluding its interest in the 181 Fremont Street Property, of $475,000,000 and liquidity of at least $15,000,000.

 

The Borrower Sponsor. The borrower sponsor is Joseph K. Paul, the founder of the Jay Paul Company, a privately held, opportunity-driven real estate firm based in San Francisco, California. Founded in 1975, the Jay Paul Company concentrates on the acquisition, development, and management of commercial properties throughout California. The Jay Paul Company has developed over 11.0 million square feet of institutional quality space with an additional 6.0 million square feet of space in their development pipeline. The Jay Paul Company has built projects for Google, Apple, Amazon, Motorola, Microsoft, Northrop Grumman, HP, Ariba, Synopsys, Rambus, Nokia and Dreamworks, among others.

 

Escrows. The 181 Fremont Street Whole Loan documents provide for upfront reserves in the amount of $68,379,092 for outstanding rent concessions due under the Facebook lease and $42,717,266 for outstanding tenant improvements and leasing commissions relating to the Facebook space.

 

The 181 Fremont Street 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 $509,418). The 181 Fremont Street Whole Loan documents do not require ongoing monthly escrows for insurance premiums as long as the borrower provides the lender with evidence that the 181 Fremont Street Property is insured via an acceptable blanket insurance policy or insured under the condominium association policy, and in either case, such policy is in full force and effect. During the continuance of a Trigger Period (as defined below), the 181 Fremont Street Whole Loan documents require monthly reserve deposits for capital expenditures equal to $7,272 and the monthly amount due for common charges due to the condominium association.

 

Lockbox and Cash Management. The 181 Fremont Street Whole Loan is structured with a hard lockbox and an upfront cash management. The borrower was required at origination to deliver letters to all tenants at the 181 Fremont Street 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, debt service on the 181 Fremont Street Mezzanine Loans (as defined below) and, during a Lease Sweep Period (as defined below), to the payment of an amount equal to $636,318 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 181 Fremont Street 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 181 Fremont Street 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.

 

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

 

(i)the ARD;

(ii)an event of default under the 181 Fremont Street Whole Loan;

(iii)as of the last day of any calendar quarter during the term of the 181 Fremont Street Whole Loan (a) the 181 Fremont Street Property not being fully leased to either Facebook or an investment grade tenant pursuant to a lease that is substantially on the same or better terms as the Facebook lease and (b) the debt service coverage ratio falling below 2.84x based on the 181 Fremont Street Whole Loan or 1.25x based on the 181 Fremont Street Total Debt (a “Low Debt Service Period”);

(iv)the commencement of a Lease Sweep Period; or

(v)an event of default under the 181 Fremont Street Mezzanine Loans.

 

A Trigger Period will end:

 

(a)with regard to clause (i) above, upon the 181 Fremont Street Whole Loan being repaid in full,

(b)with regard to clause (ii) and (v) above, upon the cure of such event of default;

(c)with regard to clause (iii) above, upon the date that the debt service coverage ratio is at least 2.84x based on the 181 Fremont Street Whole Loan and 1.25x based on the 181 Fremont Street Total Debt for two consecutive calendar quarters; and

(d)with regard to clause (iv) 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 Trigger”):

 

(i)the date on which, with respect to any Lease Sweep Lease (as defined below), (a) a Lease Sweep Tenant Party (as defined below) 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 will commence pursuant to this clause (i) if, in connection with such termination or cancellation (or delivery of notice of 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 181 Fremont Street 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);

(ii)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, the “Dark Space”), provided, however, that if the Lease Sweep Tenant Party either (a) is Facebook, (b) is an Investment Grade Entity or (c) 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 will not be deemed to have “gone dark” for purposes of this clause (ii) and no Lease Sweep Period will commence pursuant to this clause (ii);

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

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

(v)the date on which Facebook becomes rated by at least two of Fitch, Moody’s and S&P and thereafter is no longer rated as an Investment Grade Entity (a “Facebook Downgrade Event”).

 

A Lease Sweep Period (other than a Lease Sweep Period triggered by clause (iv) 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 the applicable Lease Sweep and Debt Service Reserve Cap (as defined below).

 

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

 

(a)with regard to clauses (i) above, the date on which, with respect to each applicable Lease Sweep Space, 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 181 Fremont Street Whole Loan documents, are satisfied;

 

(b)with regard to clauses (ii) and (v) 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 181 Fremont Street Whole Loan documents, are satisfied or (2) for a Dark Period Event or a Facebook Downgrade Event, Facebook 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;

 

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

 

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(c)with regard to clause (iii) 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 (iv) above, the Lease Sweep Tenant Party insolvency proceeding having terminated and the applicable Lease Sweep Lease having been affirmed, assumed or assigned in a manner satisfactory to the lender; and

 

(e)with regard to clauses (i), (ii), (iii), and (v) 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 Trigger, the aggregate amount of funds required to be transferred over the course of the Lease Sweep Period will 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 will be treated as concurrent and not duplicative or independent of another.

 

The “Lease Sweep Reserve Threshold” means (a) with respect to a Lease Sweep Period continuing solely pursuant to clauses (iii) and/or (v) above, $15,271,620 ($35.00 per square foot) or (b) with respect to a Lease Sweep Period continuing solely pursuant to clause (i) and/or (ii) above, $35.00 per square foot of the Dark Space or Terminated Space.

 

The “Lease Sweep and Debt Service Reserve Cap” means (a) with respect to a Lease Sweep Period continuing solely pursuant to clause (iii) above, $15,271,620 ($35.00 per square foot), (b) with respect to a Lease Sweep Period continuing solely pursuant to clause (i) above, $35.00 per square foot of the Terminated Space, (c) with respect to a Lease Sweep Period continuing pursuant to clause (ii) above, whether or not a Lease Sweep Period pursuant to clauses (i) and/or (iii) above is concurrently continuing, $50.00 per square foot of Dark Space or (d) with respect to clause (v) above, whether or not a Lease Sweep Period pursuant to clauses (i), (ii) and/or (iii) above is concurrently continuing, $21,816,600 ($50.00 per square foot).

 

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

 

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

 

A “Lease Sweep Tenant Party” means any tenant under a Lease Sweep Lease or its direct or indirect parent company.

 

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 20,000 square feet of space (or, if a full floor of space is less than 20,000 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 181 Fremont Street Property is managed by an affiliate of the borrower.

 

Assumption. The borrower has, at any time following the securitization of the 181 Fremont Street Whole Loan and prior to the ARD, the right to transfer the 181 Fremont Street Property (no more than twice through the term of the 181 Fremont Street Whole Loan), provided that certain conditions are satisfied, including: (i) no event of default under the 181 Fremont Street 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 181 Fremont Street Whole 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 WFCM 2018-C45 certificates and similar confirmations from each rating agency rating any securities backed by any of the 181 Fremont Street Companion Loans.

 

Partial Release. Not permitted.

 

Real Estate Substitution. Not permitted.

 

Subordinate and Mezzanine Indebtedness. Barclays Bank PLC and Deutsche Bank AG, acting through its New York Branch funded $225,000,000 of mezzanine debt (the “181 Fremont Street Mezzanine Loans”). The 181 Fremont Street Mezzanine Loans consist of a $175,000,000 senior mezzanine loan and a $50,000,000 junior mezzanine loan. The senior mezzanine loan has a 4.8800% coupon and the junior mezzanine loan has a 6.5000% coupon. The 181 Fremont Street Mezzanine Loans are interest-only for the full term of the loans and are coterminous with the 181 Fremont Street Whole Loan. Including the 181 Fremont Street Mezzanine Loans, the cumulative cut-off date LTV, cumulative UW NCF DSCR and cumulative UW NOI Debt Yield are 75.2%, 1.38x and 6.2%, respectively. The mortgage lenders and the mezzanine lenders have entered into an intercreditor agreement. The 181 Fremont Street Mezzanine Loans have been or are expected to be sold to institutional investors. The rights of the lender of the 181 Fremont Street Mezzanine Loans are further described under “Description of the Mortgage Pool—Additional Indebtedness—Mezzanine Indebtedness” in the Preliminary Prospectus.

 

Ground Lease. None.

 

Condominium. The 181 Fremont Street Property is subject to a condominium regime. The 181 Fremont Street Property consists of a two-parcel condominium; with the commercial parcel owned by the borrower as collateral for the 181 Fremont Street Whole Loan. The commercial parcel consists of the five basement levels, floors 1 through 38, the bridge connecting 181 Fremont to the Transbay Terminal Rooftop Park and the roof of the 181 Fremont Street tower. The residential parcel, inclusive of the 67 luxury market rate residential units on floors 39 to 57, is not owned by the borrower and is not collateral for the 181 Fremont Street Whole Loan. The owner of the commercial parcel will have 140 votes out of 200 votes in the condominium association and the owner of the residential

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

 

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181 FREMONT STREET

 

parcel shall have 60 votes out of the 200 votes in the condominium association. See “Description of the Mortgage Pool — Mortgage Pool Characteristics — Condominium Interest” in the Preliminary Prospectus.

 

Terrorism Insurance. The 181 Fremont 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 181 Fremont 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.

 

Earthquake Insurance. The loan documents require earthquake insurance. The property is located in Seismic Zone 4. The seismic report indicated scenario expected loss for the property is 12%.

 

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

 

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Wells Fargo Commercial Mortgage Trust 2018-C45 Transaction Contact Information

 

E.       Transaction Contact Information

 

Questions regarding this 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.

 

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