FWP 1 n2221_premrktngtsv2-x3.htm FREE WRITING PROSPECTUS

    FREE WRITING PROSPECTUS
    FILED PURSUANT TO RULE 433
    REGISTRATION FILE NO.: 333-226486-14
     

 

     

 

Free Writing Prospectus

Structural and Collateral Term Sheet

 

$731,138,094

(Approximate Initial Pool Balance)

Wells Fargo Commercial Mortgage Trust 2020-C56

as Issuing Entity

Wells Fargo Commercial Mortgage Securities, Inc.

as Depositor

 

Column Financial, Inc.

LMF Commercial, LLC

UBS AG

Barclays Capital Real Estate Inc.

Ladder Capital Finance LLC

Argentic Real Estate Finance LLC

Wells Fargo Bank, National Association

as Sponsors and Mortgage Loan Sellers

 

 

Commercial Mortgage Pass-Through Certificates
Series 2020-C56

 

 

May 19, 2020

WELLS FARGO SECURITIES

Co-Lead Manager and

Joint Bookrunner

CREDIT SUISSE

Co-Lead Manager and

Joint Bookrunner

UBS SECURITIES LLC

Co-Lead Manager and

Joint Bookrunner

BARCLAYS

Co-Lead Manager and

Joint Bookrunner

Academy Securities

Co-Manager

   

Drexel Hamilton

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. 333-226486) 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herein is preliminary as of the date hereof, supersedes any such information previously delivered to you and will be superseded by any such information subsequently delivered and ultimately by the final prospectus relating to the securities.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 Regulation (EU) 2017/1129 (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., Credit Suisse Securities (USA) LLC, UBS Securities LLC, Academy Securities, Inc., Drexel Hamilton, LLC, or any of their respective affiliates, make any representation or warranty as to the actual rate or timing of payments or losses on any of the underlying assets or the payments or yield on the securities. The information in this presentation is based upon management forecasts and reflects prevailing conditions and management’s views as of this date, all of which are subject to change. In preparing this presentation, we have relied upon and assumed, without independent verification, the accuracy and completeness of all information available from public sources or which was provided to us by or on behalf of the Mortgage Loan Sellers or which was otherwise reviewed by us.

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

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

IMPORTANT NOTICE REGARDING THE OFFERED CERTIFICATES

The information herein is preliminary and may be supplemented or amended prior to the time of sale. In addition, the Offered Certificates referred to in these materials and the asset pool backing them are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a “when, as and if issued” basis.

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

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

IMPORTANT NOTICE RELATING TO AUTOMATICALLY-GENERATED EMAIL DISCLAIMERS

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

 

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

 

2 

 

 

 

Wells Fargo Commercial Mortgage Trust 2020-C56 Transaction Highlights

 

I.        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

Column Financial, Inc. 7 7 $152,900,000   20.9%
LMF Commercial, LLC 10 18   142,938,440 19.6
UBS AG 13 16   138,874,472 19.0
Barclays Capital Real Estate Inc. 5 5   112,495,000 15.4
Ladder Capital Finance LLC 2 2     68,148,530 9.3
Argentic Real Estate Finance LLC 3 9    62,300,000 8.5
Wells Fargo Bank, National Association 6 7    53,481,652 7.3

Total

46

64

$731,138,094

100.0%

 

Loan Pool:

Initial Pool Balance: $731,138,094
Number of Mortgage Loans: 46
Average Cut-off Date Balance per Mortgage Loan: $15,894,306
Number of Mortgaged Properties: 64
Average Cut-off Date Balance per Mortgaged Property(1): $11,424,033
Weighted Average Mortgage Interest Rate: 3.769%
Ten Largest Mortgage Loans as % of Initial Pool Balance(2): 51.4%
Weighted Average Original Term to Maturity or ARD (months): 115
Weighted Average Remaining Term to Maturity or ARD (months): 111
Weighted Average Original Amortization Term (months)(3): 359
Weighted Average Remaining Amortization Term (months)(3): 357
Weighted Average Seasoning (months): 4

(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) Includes the ten largest mortgage loans or group of cross-collateralized underlying mortgage loans.
(3) Excludes any mortgage loan that does not amortize.

 

Credit Statistics:

Weighted Average U/W Net Cash Flow DSCR(1): 2.22x
Weighted Average U/W Net Operating Income Debt Yield(1): 9.8%
Weighted Average Cut-off Date Loan-to-Value Ratio(1): 58.4%
Weighted Average Balloon Loan-to-Value Ratio(1): 53.9%
% of Mortgage Loans with Additional Subordinate Debt(2): 20.9%
% of Mortgage Loans with Single Tenants(3): 11.6%

(1) With respect to any mortgage loan that is part of a whole loan, loan-to-value ratio, debt service coverage ratio and debt yield calculations include the related pari passu companion loan(s) but exclude any related subordinate companion loan(s) (unless otherwise stated). The debt service coverage ratio, debt yield and loan-to-value ratio information do not take into account any subordinate debt (whether or not secured by the related mortgaged property), that currently exists or is allowed under the terms of any mortgage loan. The information for each mortgaged property that relates to a mortgage loan that is cross-collateralized or cross-defaulted with one or more other mortgage loans is based upon the principal balance of that mortgage loan, except that the applicable loan-to-value ratio, debt service coverage ratio, and debt yield for each such mortgage loan is based upon the ratio or yield (as applicable) for the aggregate indebtedness evidenced by all loans in the group (without regard to any limitation on the amount of indebtedness secured by any mortgaged property in such cross-collateralized group). See “Description of the Mortgage Pool—Mortgage Pool Characteristics” in the Preliminary Prospectus and Annex A-1 to the Preliminary Prospectus.
(2) The percentage figure expressed as “% of Mortgage Loans with Additional Subordinate Debt” is determined as a percentage of the initial pool balance and does not take into account any future subordinate debt (whether or not secured by the mortgaged property), if any, that may be permitted under the terms of any mortgage loan or the pooling and servicing agreement. See “Description of the Mortgage Pool—Additional Indebtedness” in the Preliminary Prospectus.
(3) Excludes mortgage loans that are secured by multiple single tenant properties.

 

 

 

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

 

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Wells Fargo Commercial Mortgage Trust 2020-C56 Transaction Highlights

 

II.        Covid-19 Update

The following table contains information regarding the status of the Mortgage Loans and Mortgaged Properties provided by the respective borrowers as of the date set forth in the “Information As Of Date” column. The cumulative effects of the COVID-19 emergency on the global economy may cause tenants to be unable to pay their rent and borrowers to be unable to pay debt service under the Mortgage Loans. As a result, we cannot assure you that the information in the following table is indicative of future performance or that tenants or borrowers will not seek rent or debt service relief (including forbearance arrangements) or other lease or loan modifications in the future. Such actions may lead to shortfalls and losses on the certificates.

Mortgage Loan Seller Information as of Date Origination Date Property Name Property Type April Debt Service Payment Received
(Y/N)
May Debt Service Payment Received
(Y/N)
Forbearance or Other Debt Service Relief Requested
(Y/N)
Other Loan Modification Requested (Y/N)
LMF 5/7/2020 1/31/2020 Supor Industrial Portfolio Industrial Y Y N N
LCF 5/10/2020 3/11/2020 The Grid Multifamily NAP Y N N
Column 5/8/2020 12/23/2019 KPMG Plaza at Hall Arts Office Y Y N N
UBS AG 5/7/2020 3/10/2020 Panoramic Berkeley Multifamily Y Y N N
Column 5/13/2020 10/30/2019 Solitude at Centennial Multifamily Y Y N N
WFB 5/12/2020 3/6/2020 All Aboard Storage – Westport Depot Self Storage Y Y N N
WFB 5/12/2020 3/6/2020 All Aboard Storage – Ormond Depot Self Storage Y Y N N
WFB 5/12/2020 3/6/2020 All Aboard Storage – Port Orange Depot Self Storage Y Y N N
WFB 5/12/2020 3/6/2020 All Aboard Storage – Holly Hill Depot Self Storage Y Y N N
Barclays 5/18/2020 2/14/2020 Met Center 15 Office Y Y N N
Column 5/8/2020 12/2/2019 University Village Retail Y Y N N
AREF 5/14/2020 2/26/2020 Bushwick Multifamily Portfolio Various Y Y N N
Barclays 5/18/2020 2/28/2020 Liberty Walk at East Gate Office Y Y N N
Barclays 5/18/2020 11/26/2019 Parkmerced Multifamily Y Y N N
Barclays 5/18/2020 11/26/2019 650 Madison Avenue Mixed Use Y Y N N
UBS AG 5/11/2020 1/10/2020 Lafayette Gardens Multifamily Y Y N N
AREF 5/7/2020 2/21/2020 HPE Campus Office Y Y N N
LMF 5/13/2020 2/4/2020 Maxi-Space Portfolio Various Y Y N N
Column 5/15/2020 2/5/2020 Telegraph Lofts Multifamily Y Y N N
UBS AG 5/11/2020 1/22/2020 Sonterra Townhomes & Apartments Multifamily Y Y N N
LCF 5/10/2020 12/20/2019 Woodland Estates MHC Manufactured Housing Community Y Y N N
LMF 5/13/2020 1/30/2020 Buffalo Multifamily Portfolio Multifamily Y Y N N
LMF 5/14/2020 2/27/2020 La Jolla Apartments Multifamily Y Y N N
AREF 5/8/2020 2/11/2020 Plaza Gardens Apartments Multifamily Y Y N N
Column 5/15/2020 2/5/2020 Villas at Harbor Pointe - Bayview Multifamily Y Y N N
LMF 5/13/2020 12/6/2019 Jurupa Springs Retail Y Y N N
UBS AG 5/11/2020 2/24/2020 Central California Portfolio Various Y Y N N
WFB 5/12/2020 1/22/2020 Treasure Valley Crossing Retail Y Y N N
LMF 5/13/2020 2/7/2020 Crosstrax and Cherry Road Storage Portfolio Self Storage Y Y N N

 

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES 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 2020-C56 Transaction Highlights

 

 

Mortgage Loan Seller Information as of Date Origination Date Property Name Property Type April Debt Service Payment Received
(Y/N)
May Debt Service Payment Received
(Y/N)
Forbearance or Other Debt Service Relief Requested
(Y/N)
Other Loan Modification Requested (Y/N)
Column 5/15/2020 2/5/2020 Exchange Studios Multifamily Y Y N N
UBS AG 5/15/2020 12/27/2019 Gateway Tower Office Y Y N N
LMF 5/7/2020 2/7/2020 Centennial Technology Place Office Y Y N N
WFB 5/12/2020 2/21/2020 550 North 11th Avenue Retail NAP(1) Y N N
LMF 5/14/2020 2/27/2020 Mira Monte Apartments Multifamily Y Y N N
UBS AG 5/11/2020 2/28/2020 8300 College Boulevard Office Y Y N N
UBS AG 5/11/2020 12/30/2019 3445 Causeway Office Y Y N N
UBS AG 5/11/2020 12/5/2019 American Water - Pensacola Office Y Y N N
Barclays 5/18/2020 1/30/2020 Commerce Storage Self Storage Y Y N N
LMF 5/12/2020 3/2/2020 Gardens Professional Arts Building Office Y Y N N
UBS AG 5/8/2020 2/20/2020 5555 Biscayne Blvd Office Y Y N N
Column 5/15/2020 2/5/2020 Villas at Harbor Pointe - Sunnyview Multifamily Y Y N N
UBS AG 5/12/2020 2/14/2020 Shoppes at Citiside Retail Y Y N N
UBS AG 5/8/2020 3/12/2020 Walgreens - Greenfield Retail Y Y N N
UBS AG 5/12/2020 2/13/2020 Thirteen08 Apartments Multifamily Y Y N N
WFB 5/14/2020 3/13/2020 Walgreens – Bridgeville, DE Retail NAP(1) Y N N
UBS AG 5/11/2020 1/27/2020 Norbrook Arms Apartments Multifamily Y Y N N
LMF 5/6/2020 1/22/2020 Travelers Retail Center Retail Y Y N N

 

(1) The 550 North 11th Avenue and Walgreens – Bridgeville, DE mortgage loans were originated on March 13, 2020, and the first due date was May 11, 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.

 

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Wells Fargo Commercial Mortgage Trust 2020-C56 Characteristics of the Mortgage Pool

III.        Summary of the Whole Loans 

No. Loan Name

Mortgage

Loan Seller in WFCM 2020-C56

Trust Cut-off Date Balance Aggregate Pari Passu Companion  Loan Cut-off Date Balance(1) Controlling Pooling/Trust & Servicing Agreement Master Servicer Special Servicer Related Pari Passu Companion Loan(s) Securitizations Related Pari Passu Companion Loan(s) Original Balance
2 The Grid LCF $52,348,530 $67,305,253 WFCM 2020-C56 Wells Fargo Bank, National Association Midland Loan Services, a Division of PNC Bank, National Association Future Securitization(s) $14,956,723
3 KPMG Plaza at Hall Arts CS $43,700,000 $111,700,000 CSAIL 2020-C19 Midland Loan Services, a Division of PNC Bank, National Association 3650 REIT Loan Servicing, LLC CSAIL 2020-C19 $68,000,000
10 University Village CS $30,000,000 $250,000,000 CSMC 2019-UVIL(2) Midland Loan Services, a Division of PNC Bank, National Association Cohen Financial, a Division of Truist Bank CSMC 2019-UVIL $175,000,000
            CSAIL 2020-C19 $45,000,000
11 Bushwick Multifamily Portfolio AREF $30,000,000 $52,075,000 WFCM 2020-C56 Wells Fargo Bank, National Association Midland Loan Services, a Division of PNC Bank, National Association Future Securitization(s) $22,075,000
13 Parkmerced Barclays $25,000,000 $547,000,000 MRCD 2019-PARK(2) KeyBank National Association KeyBank National Association CF 2020-P1 $40,000,000
                MRCD 2019-PARK $247,000,000
                BBCMS 2020-C6 $65,000,000
                BMARK 2020-IG1 $45,000,000
                CGCMT 2020-GC46 $27,500,000
                GSMS 2020-GC45 $37,500,000
                Future Securitization(s) $60,000,000
14 650 Madison Avenue Barclays $25,000,000 $586,800,000 MAD 2019-650M KeyBank National Association LNR Partners, LLC MAD 2019-650M $1,000,000
                CGCMT 2019-C7 $50,000,000
                GSMS 2020-GC45 $50,000,000
                BMARK 2020-B16 $45,000,000
                BBCMS 2020-C6 $60,000,000
                WFCM 2020-C55 $40,000,000
                CGCMT 2020-GC46 $115,000,000
                BMARK 2020-B17 $50,000,000
                BMARK 2020-IG1 $37,900,000
                CF 2020-P1 $40,000,000
                CGCMT 2020-GC47 $51,450,000
                Future Securitization(s) $21,450,000

 

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.

 

6 

 

 

Wells Fargo Commercial Mortgage Trust 2020-C56 Characteristics of the Mortgage Pool

  

No. Loan Name

Mortgage

Loan Seller in WFCM 2020-C56

Trust Cut-off Date Balance Aggregate Pari Passu Companion Loan Cut-off Date Balance(1) Controlling Pooling/Trust & Servicing Agreement Master Servicer Special Servicer Related Pari Passu Companion Loan(s) Securitizations Related Pari Passu Companion Loan(s) Original Balance
16 HPE Campus AREF $20,000,000 $66,770,000 WFCM 2020-C56(3) Wells Fargo Bank, National Association(2) Midland Loan Services, a Division of PNC Bank, National Association(2) Future Securitization(s) $46,770,000

(1)The Aggregate Pari Passu Companion Loan Cut-off Date Balance excludes the related Subordinate Companion Loans.
(2)Control rights with respect to the related whole loan are currently exercised by the holder of the related Subordinate Companion Loan until the occurrence and continuance of a control appraisal period for the related whole loan, as described under “Description of the Mortgage Pool—The Whole Loans—The Non-Serviced AB Whole Loans” in the Preliminary Prospectus.
(3)The related whole loan is expected to initially be serviced under the WFCM 2020-C56 securitization pooling and servicing agreement until the securitization of the related “lead” pari passu note, after which the related whole loan will be serviced under the pooling and servicing agreement governing such securitization of the related “lead” pari passu note. The master servicer and special servicer for such securitization will be identified in a notice, report or statement to holders of the WFCM 2020-C56 certificates after the closing of such securitization. Control rights with respect to the related whole loan will be exercised by the holder of the “lead” pari passu note.

  

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES 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 2020-C56 Characteristics of the Mortgage Pool

 

IV.        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 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 (%)
Multifamily 24 $315,690,630 43.2% 59.6% 55.1% 2.17x 9.0% 8.8% 3.658%
Garden 14   153,624,433 21.0 62.1 57.5 2.05 9.2 8.9 3.750
Mid Rise 7    86,566,197 11.8 66.6 58.0 1.78 8.2 8.1 3.706
Student Housing 1    42,000,000 5.7 56.2 56.2 2.25 8.8 8.8 3.848
High Rise/Townhome 1    25,000,000 3.4 25.9 25.9 4.00 11.1 10.9 2.725
Low Rise 1      8,500,000 1.2 60.3 60.3 2.71 9.2 9.1 3.310
Office 13   168,720,397 23.1 60.1 53.8 2.33 11.4 10.4 3.594
Suburban 10   118,840,397 16.3 64.7 56.1 2.16 11.9 10.6 3.643
CBD 1    43,700,000 6.0 46.6 46.6 2.90 10.5 10.0 3.410
Medical 2      6,180,000 0.8 66.1 59.4 1.53 9.5 8.7 3.957
Retail 8    71,182,632 9.7 51.9 49.3 2.87 11.5 11.0 3.561
Anchored 4    32,731,797 4.5 63.1 58.4 2.49 11.3 10.6 3.736
Lifestyle Center 1    30,000,000 4.1 38.5 38.5 3.39 11.8 11.4 3.300
Single Tenant 2      6,250,835 0.9 57.8 52.3 2.41 11.5 11.5 3.839
Unanchored 1      2,200,000 0.3 50.5 50.5 2.82 11.2 10.7 3.730
Mixed Use 8    54,707,333 7.5 55.0 55.0 2.20 8.9 8.7 4.035
Office/Retail 1    25,000,000 3.4 48.5 48.5 2.74 10.0 9.7 3.486
Self Storage/Office/Retail 5    15,125,000 2.1 53.6 53.6 1.66 8.8 8.6 5.100
Multifamily/Retail 2    14,582,333 2.0 67.5 67.5 1.82 7.2 7.2 3.870
Industrial 1    52,737,103 7.2 54.5 44.6 1.29 8.1 8.1 4.720
Warehouse 1    52,737,103 7.2 54.5 44.6 1.29 8.1 8.1 4.720
Self Storage 9    52,300,000 7.2 61.4 60.4 2.36 9.6 9.4 3.867
Self Storage 9    52,300,000 7.2 61.4 60.4 2.36 9.6 9.4 3.867
Manufactured Housing Community 1    15,800,000 2.2 60.4 60.4 1.72 7.7 7.6 4.372
Manufactured Housing Community 1    15,800,000 2.2 60.4 60.4 1.72 7.7 7.6 4.372
Total/Weighted Average: 64 $731,138,094 100.0% 58.4% 53.9% 2.22x 9.8% 9.4% 3.769%
(1)Because this table presents information relating to the mortgaged properties and not the mortgage loans, (a) the information for mortgage loans secured by more than one mortgaged property (other than through cross-collateralization with other mortgage loans) is based on allocated amounts (allocating the principal balance of the mortgage loan to each of those properties according to the relative appraised values of the mortgaged properties or the allocated loan amounts or property-specific release prices set forth in the related mortgage loan documents or such other allocation as the related mortgage loan seller deemed appropriate) and (b) the information for each mortgaged property that relates to a mortgage loan that is cross-collateralized or cross-defaulted with other mortgage loans is based upon the principal balance of that mortgage loan, except that the applicable loan-to-value ratio, debt service coverage ratio and debt yield for each such mortgage loan is based upon the ratio or yield (as applicable) for the aggregate indebtedness evidenced by all loans in the group (without regard to any limitation on the amount of indebtedness secured by any mortgaged property in such cross-collateralized group). On an individual basis, without regard to the cross-collateralization feature, any mortgage loan that is part of a cross-collateralized group of mortgage loans may have a higher loan-to-value ratio, lower debt service coverage ratio and/or lower debt yield than is presented herein. With respect to any mortgage loan that is part of a whole loan, the loan-to-value ratio, debt service coverage ratio and debt yield calculations include the related pari passu companion loan(s) but exclude any related subordinate secured loan(s) (unless otherwise stated). With respect to each mortgage loan, debt service coverage ratio, debt yield and loan-to-value ratio information do not take into account any subordinate debt (whether or not secured by the related mortgaged property) that currently exists or is allowed under the terms of such mortgage loan. See Annex A-1 to the Preliminary Prospectus.

 

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

 

8 

 

 

Wells Fargo Commercial Mortgage Trust 2020-C56 Characteristics of the Mortgage Pool

 

V.        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.

 

9 

 

 

 

Industrial - Warehouse Loan #1 Cut-off Date Balance:   $52,737,103
505 Manor Avenue and 500 Supor Industrial Portfolio Cut-off Date LTV:   54.5%
Supor Boulevard   U/W NCF DSCR:   1.29x
Harrison, NJ 07029   U/W NOI Debt Yield:   8.1%

 

 

 

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

 

 

No. 1 – Supor Industrial Portfolio
 
Mortgage Loan Information   Mortgaged Property Information
Mortgage Loan Seller: LMF Commercial, LLC   Single Asset/Portfolio: Single Asset

Credit Assessment

(Fitch/KBRA/Moody’s):

NR/NR/NR   Property Type – Subtype: Industrial – Warehouse
Original Principal Balance: $53,000,000   Location: Harrison, NJ
Cut-off Date Balance: $52,737,103   Net Rentable Area: 626,134 SF
% of Initial Pool Balance: 7.2%   Cut-off Date Balance Per SF: $84.23
Loan Purpose: Refinance   Maturity Date Balance Per SF: $68.95
Borrower Sponsor(1): Joseph Supor III   Year Built/Renovated: 1930/NAP
Guarantor(1): Joseph Supor III   Title Vesting: Fee
Mortgage Rate: 4.7200%   Property Manager: Self-managed
Note Date: January 31, 2020   Current Occupancy (As of)(4)(5): 100.0% (6/1/2020)
Seasoning: 4 months   YE 2019 Occupancy(4): NAV
Maturity Date: February 6, 2030   YE 2018 Occupancy(4): NAV
IO Period: 0 months   YE 2017 Occupancy(4): NAV
Loan Term (Original): 120 months   YE 2016 Occupancy(4): NAV
Amortization Term (Original): 360 months   As-Is Appraised Value(5): $96,800,000
Loan Amortization Type: Amortizing Balloon   As-Is Appraised Value Per SF(5): $154.60
Call Protection: L(28),D(88),O(4)   As-Is Appraisal Valuation Date: December 20, 2019
Lockbox Type: Springing   Underwriting and Financial Information(5)
Additional Debt(2): Yes   TTM NOI (3/31/2020)(6): $6,877,516
Additional Debt Type (Balance)(2): Future Mezzanine   YE 2019 NOI(6): $6,313,260
      YE 2018 NOI(6): $3,712,953
      YE 2017 NOI(6): $4,300,264
      U/W Revenues: $7,379,667
      U/W Expenses: $3,129,667
Escrows and Reserves(3)   U/W NOI(7): $4,250,000
  Initial Monthly Cap   U/W NCF: $4,250,000
Taxes $0 Springing NAP   U/W DSCR based on NOI/NCF: 1.29x / 1.29x
Insurance $0 Springing NAP   U/W Debt Yield based on NOI/NCF: 8.1% / 8.1%
Replacement Reserve $0 Springing NAP   U/W Debt Yield at Maturity based on NOI/NCF: 9.8% / 9.8%
          Cut-off Date LTV Ratio: 54.5%
          LTV Ratio at Maturity: 44.6%
             
               

Sources and Uses
Sources         Uses      
Original loan amount $53,000,000   100.0%   Loan payoff $45,233,020   85.3%
          Closing costs 1,525,786   2.9
          Return of equity 6,241,194   11.8 
Total Sources $53,000,000   100.0%   Total Uses $53,000,000   100.0%
(1)The borrower sponsor and the Supor Guarantor (as defined below) is Joseph Supor III, both individually and in his capacity as trustee of the Marital Trust Under the Last Will and Testament of Joseph Supor, Jr. See “The Borrowers and Borrower Sponsors” section below.
(2)See “Subordinate and Mezzanine Indebtedness” section below.
(3)See “Escrows” section below.
(4)The Current Occupancy reflects the Supor Operating Lease (as defined below). See “The Property” section below. Historical occupancy is not available because the Supor Operating Lease was signed at origination.
(5)All NOI, NCF and occupancy information, as well as the appraised value, were determined prior to the emergence of the novel coronavirus pandemic and the economic disruption resulting from measures to combat the pandemic, and all DSCR, LTV and Debt Yield metrics were calculated, and the Supor Industrial Portfolio Mortgage Loan was underwritten, based on such prior information. See “Risk Factors—Coronavirus Pandemic Has Adversely Affected the Global Economy and Will Likely Adversely Affect the Performance of the Mortgage Loans” in the Preliminary Prospectus.
(6)The TTM NOI, YE 2019 NOI, YE 2018 NOI and YE 2017 NOI reflect the look-through to the Supor Industrial Portfolio Property (as defined below) operating on a multi-tenant level. At origination, the Supor Operating Lease was put in place, and underwriting is based on the Supor Operating Lease. Increase in YE 2019 NOI from YE 2018 NOI was mainly due to increases in rents charged to the third party user tenants at the Supor Industrial Portfolio Property.
(7)The Supor Operating Lease is a 20-year, absolute net operating lease. U/W NOI reflects the contractual rent due under the Operating Lease, which such rent is due regardless of the amount of rents collected from end-user tenants. See “The Property” section below.

The Mortgage Loan. The mortgage loan (the “Supor Industrial Portfolio Mortgage Loan”) is evidenced by a first mortgage encumbering the fee simple interest in a 626,134 square foot industrial warehouse complex property located in Harrison, NJ (the “Supor Industrial Portfolio 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.

 

11 

 

Industrial - Warehouse Loan #1 Cut-off Date Balance:   $52,737,103
505 Manor Avenue and 500 Supor Industrial Portfolio Cut-off Date LTV:   54.5%
Supor Boulevard   U/W NCF DSCR:   1.29x
Harrison, NJ 07029   U/W NOI Debt Yield:   8.1%

The Borrowers and Borrower Sponsors. The borrowers are J. Supor Realty Group LLC and Supor Manor Realty Group LLC (collectively, the “Supor Industrial Portfolio Borrowers”), each a Delaware limited liability company structured to be bankruptcy remote, with two independent directors. Legal counsel to the Supor Industrial Portfolio Borrowers delivered a non-consolidation opinion in connection with the origination of the Supor Industrial Portfolio Mortgage Loan. The borrower sponsor and non-recourse carveout guarantor of the Supor Industrial Portfolio Mortgage Loan is Joseph Supor III, individually, and Joseph Supor III as trustee of the Marital Trust Under the Last Will and Testament of Joseph Supor, Jr. (together, “Supor Guarantor”). In addition to the non-recourse carveouts, the Supor Guarantor has guaranteed the payment obligations under the Super Operating Lease (as defined below).

Joseph Supor III is the principal owner, CEO, and Chairman of J. Supor & Son, a privately held company founded in 1948, which has been a family owned and operated company for 60 years with its headquarters in Kearny, New Jersey. J. Supor & Son specializes in heavy hauling, transportation, rigging, storage and recovery of substantial projects and provides import/export shipping expertise using its indoor/outdoor, industrial grade equipment. J. Supor & Son services include, but are not limited to, the rigging, transportation, permitting, logistics and storage of large and sophisticated industrial cargo, using specially trained operators and heavy machinery. These services span across North America and select international markets.

The Property. The Supor Industrial Portfolio Property is comprised of a 626,134 square foot industrial warehouse complex situated on two separate parcels located approximately 0.2 miles from each other at 500 Supor Boulevard and 505 Manor Avenue, Harrison, New Jersey. The Supor Industrial Portfolio Property is utilized as an industrial storage and staging space for tenants traditionally involved in large manufacturing or infrastructure projects in Manhattan and the greater Tri-state area. The Supor Industrial Portfolio Property is structured with a 20-year, absolute net operating lease agreement (the “Supor Operating Lease”) between the Supor Industrial Portfolio Borrowers and J. Supor Realty LLC & Supor Manor Realty LLC, each of which is a borrower affiliated entity, as the direct tenants under the Supor Operating Lease (together, the “Operating Tenant”). The Operating Tenant enters into subleases with third party user tenants at the Supor Industrial Portfolio Property. The Supor Operating Lease provides for initial annual triple net rent of $4.25 million subject to a 2.0% rent escalation every five years, beginning in January 2025, and has four, five-year lease extensions. Payments under the Supor Operating Lease are not contingent upon any underlying sub-leases, and the Supor Operating Lease is guaranteed by the Supor Guarantor.

The Supor Industrial Portfolio Property is located approximately 12.9 miles from the Port of New York & New Jersey, and 10.8 miles west of Manhattan. The Supor Industrial Portfolio Property is a staging location for tenants involved in large infrastructure projects such as the LaGuardia and Newark Airports terminal renovations, Hudson Yards, Grand Central Terminal, Port Authority, and the American Dream Mall. Over the past 12 months, the Supor Industrial Portfolio Property has been rented to and utilized by over 80 companies; the three largest sub-tenants at the Supor Industrial Portfolio Property by rent, PSE&G Company (Fitch/Moody’s/S&P: BBB+/Baa1/BBB+), Siemens Energy Inc. (Fitch/Moody’s/S&P: A/A1/A+) and Con Edison (Supor Trucking LLC) (Fitch/Moody’s/S&P: BBB+/Baa1/A-), have been at the Supor Industrial Portfolio Property for over 15 years and represent approximately 39.5% of the third-party rent generated during the fiscal year ended March 2020.

The 500 Supor Boulevard building parcel, situated on a 21.5 acre site, is used for the storage of heavy equipment and machinery with 16 overhead cranes used for the movement of bulk goods. The improvements consist of one, single-story building developed in 1930, with 307,907 square feet of ground level space and an additional 144,763 square feet of useable mezzanine space. The 500 Supor Boulevard building has variable ceiling heights that range from 22 to 80 feet, along with eight grade level doors. Additionally, the 500 Supor Boulevard building includes eight, 160’ x 72’ outdoor storage tents that are anchored into four-square-foot concrete blocks, which tents add an additional 92,160 square feet of covered storage and staging space that are excluded from the net rentable area.

The 505 Manor Avenue building parcel is used for the storage of heavy equipment and machinery with four overhead cranes to assist with the movement of items in and out of the building. The 505 Manor Avenue building is situated on a 5.7-acre site improved with 173,464 square feet of warehouse space.

COVID-19 Update. As of May 15, 2020, the Supor Industrial Portfolio Property is open and operating. All Supor Industrial Portfolio Mortgage Loan May 2020 debt service payments have been made to date. The Operating Tenant underwritten base rent has been paid for May 2020. As of May 1, 2020, the borrower sponsor did not report any sub-tenant’s request for rent relief at the Supor Industrial Portfolio Property. April 2020 rent collection from sub-tenants was on the same level with April 2019 rent collection from sub-tenants. As of the date hereof, the Supor Industrial Portfolio Mortgage Loan is not subject to any modification or forbearance request.

 

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

 

Industrial - Warehouse Loan #1 Cut-off Date Balance:   $52,737,103
505 Manor Avenue and 500 Supor Industrial Portfolio Cut-off Date LTV:   54.5%
Supor Boulevard   U/W NCF DSCR:   1.29x
Harrison, NJ 07029   U/W NOI Debt Yield:   8.1%

The following table presents certain information relating to the Supor Operating Lease at the Supor Industrial Portfolio Property:

Operating Tenant(1)

Tenant Name Credit Rating (Fitch/Moody’s/
S&P)
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
Extension Options Termination Option (Y/N)
                 
J. Supor Realty LLC & Supor Manor Realty LLC(2) NR/NR/NR 626,134 100.0%(3) $6.79 $4,250,000 100.0% 1/31/2040 4, 5-year N
Occupied Collateral Total 626,134 100.0% $6.79 $4,250,000  100.0%      
                 
Vacant Space 0 0.0%            
                 
Collateral Total 626,134 100.0%            
                   

 

(1)Information is based on the Supor Operating Lease as of 6/1/2020.
(2)J. Supor Realty LLC & Supor Manor Realty LLC are affiliates of the Supor Industrial Portfolio Borrowers and enter into subleases and contracts at the Supor Industrial Portfolio Property with various end-user tenants.
(3)% of NRSF reflects solely the square footage leased under the Supor Operating Lease. For information on the sub-tenants see the table below.

 

The following table presents certain information relating to the top 10 sub-tenant accounts/end users at the Supor Industrial Portfolio Property:

 

Top 10 Sub-tenant Accounts(1)

 

Customer Rental
Revenue
% of
Rental
Revenue(2)
Sub-tenant Start
Date(3)
PSE&G Company $2,178,681 21.5% 2005
Siemens Energy Inc. $924,034 9.1% 2005
Con Edison (Supor Trucking LLC) $898,732 8.9% 2004
Permasteelisa N.A. $606,405 6.0% 2005
Williams-Transco(4) $576,400 5.7% 2017
Machinery Values(5) $575,025 5.7% 1994
Harrison Warehouse $540,000 5.3% 1994
SC Group, LLC $475,656 4.7% 2018
Elicc Americas Corp $272,272 2.7% 2013
Owen Steel Company $248,578 2.5% 2018
  $7,295,782 72.0%  
(1)Based on the Super Industrial Portfolio Borrowers’ customer rent roll.
(2)% of Rental Revenue is based on the trailing 12-month period ending March 31, 2020 and includes rental income, storage and handling charges totaling $10,133,547.
(3)Sub-tenant Start Date refers to the year the related sub-tenant began leasing space at the Supor Industrial Portfolio Property.
(4)As of May 1, 2020, Williams-Transco is no longer utilizing the Supor Industrial Portfolio Property after finishing its project. Increased usage by other tenants has replaced a portion of the revenue previously generated from Williams-Transco.
(5)A portion of the space leased to Machinery Values is included in the Release Parcel (as defined below). See “Release of Property” section below.

 

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

 

13 

 

 

Industrial - Warehouse Loan #1 Cut-off Date Balance:   $52,737,103
505 Manor Avenue and 500 Supor Industrial Portfolio Cut-off Date LTV:   54.5%
Supor Boulevard   U/W NCF DSCR:   1.29x
Harrison, NJ 07029   U/W NOI Debt Yield:   8.1%

 

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

Lease Expiration Schedule(1)

Year Ending
 December 31,
No. of
Leases
Expiring
Expiring
NRSF
% of
Total
NRSF
Cumulative
Expiring
NRSF
Cumulative %
of Total

NRSF
Annual
 U/W
Base Rent
% of Total Annual U/W Base Rent Annual
 U/W
Base Rent
 PSF
MTM 0 0 0.0% 0 0.0% $0 0.0% $0.00
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
2029 0 0 0.0% 0 0.0% $0 0.0% $0.00
2030 0 0 0.0% 0 0.0% $0 0.0% $0.00
Thereafter 1 626,134 100.0% 626,134 100.0% $4,250,000 100.0% $6.79
Vacant 0 0 0.0%  626,134 100.0% $0 0.0% $0.00
Total/Weighted Average 1 626,134 100.0%     $4,250,000 100.0% $6.79
(1)Information is based on the Supor Operating Lease. This table pertains to the Supor Operating Lease with Operating Tenant and does not reflect the expirations of the subleases between Operating Tenant and any sub-tenants.

 

The following table presents historical occupancy percentages at the Supor Industrial Portfolio Property:

Historical Occupancy(1)

12/31/2017

12/31/2018

12/31/2019

6/1/2020

       
NAV NAV NAV 100.0%
(1)June 1, 2020 occupancy reflects the Supor Operating Lease, which lease was effective as of the origination date of the Supor Industrial Portfolio Mortgage Loan. Historical occupancy is not available because the Operating Lease was signed at origination.

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

 

 

Industrial - Warehouse Loan #1 Cut-off Date Balance:   $52,737,103
505 Manor Avenue and 500 Supor Industrial Portfolio Cut-off Date LTV:   54.5%
Supor Boulevard   U/W NCF DSCR:   1.29x
Harrison, NJ 07029   U/W NOI Debt Yield:   8.1%

 

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

Cash Flow Analysis(1)

  2017 2018 2019 TTM 3/31/2020 U/W(2)(3) %(4) U/W $ per
SF
Rents in Place $6,824,224 $6,557,044 $9,328,594 $10,133,547 $4,250,000 57.6% $6.79
Contractual Rent Steps 0 0 0 0 0 0.0 0.00
Grossed Up Vacant Space

0

0

0

0

0

0.0

0.00

Gross Potential Rent $6,824,224 $6,557,044 $9,328,594 $10,133,547 $4,250,000 57.6% $6.79
Other Income 0 0 0 0 0 0.0 0.00
Total Recoveries

0

0

0

0

3,129,667

42.4

5.00

Net Rental Income $6,824,224 $6,557,044 $9,328,594 $10,133,547 $7,379,667 100.0% $11.79
(Vacancy & Credit Loss)

0

0

0

0

(0)

(0.0)

(0.00)

Effective Gross Income $6,824,224 $6,557,044 $9,328,594 $10,133,547 $7,379,667 100.0% $11.79
               
Real Estate Taxes 710,233 837,279 842,617 843,951 843,951 11.4 1.35
Insurance 213,901 244,766 246,223 270,779 270,779 3.7 0.43
Management Fee 198,238 271,818 391,015 421,550 295,187 4.0 0.47
Other Operating Expenses

1,401,588

1,490,228

1,535,479

1,719,750

1,719,750

23.3

2.75

Total Operating Expenses $2,523,960 $2,844,091 $3,015,334 $3,256,031 $3,129,667 42.4% $5.00
               
Net Operating Income $4,300,264 $3,712,953 $6,313,260 $6,877,516 $4,250,000 57.6% $6.79
Replacement Reserves 0 0 0 0 0 0.0 0.00
TI/LC

0

0

0

0

0

0.0

0.00

Net Cash Flow $4,300,264 $3,712,953 $6,313,260 $6,877,516 $4,250,000 57.6% $6.79
               
NOI DSCR 1.30x 1.12x 1.91x 2.08x 1.29x    
NCF DSCR 1.30x 1.12x 1.91x 2.08x 1.29x    
NOI Debt Yield 8.2% 7.0% 12.0% 13.0% 8.1%    
NCF Debt Yield 8.2% 7.0% 12.0% 13.0% 8.1%    
(1)Cash Flow Analysis is based on the historical operating history, which reflects the look-through to the Supor Industrial Portfolio Property operating on a multi-tenant level prior to origination. At origination, the Supor Operating Lease was put in place, and the U/W analysis is based on the Supor Operating Lease.
(2)U/W reflects the contractual rent due under the Supor Operating Lease from the Operating Tenants, which rent is due regardless of the amount of rents collected from sub-tenants.
(3)For the avoidance of doubt, no COVID-19 specific adjustments have been incorporated in the lender U/W.
(4)Represents (i) percent of Net Rental Income for all revenue fields, (ii) percent of Gross Potential Rent for Vacancy & Credit Loss and (iii) percent of Effective Gross Income for all other fields.

Appraisal. The appraiser concluded to an “as-is” appraised value of $96,800,000 as of December 20, 2019.

Environmental Matters. According to Phase I environmental site assessments dated December 4, 2019, there was no evidence of any recognized environmental conditions at the Supor Industrial Portfolio Property. The Phase I environmental site assessments identified two controlled recognized environmental conditions (“CREC”) for the Supor Boulevard site and one CREC for the Manor Boulevard site. See “Environmental Considerations” in the Preliminary Prospectus.

Market Overview and Competition. The Supor Industrial Portfolio Property is located in Harrison, Hudson County, New Jersey, within the New York-Newark-Jersey City, NY-NJ-PA metropolitan statistical area (the “New York MSA”). The New York MSA is the most populated area within the United States, according to the appraisal. Hudson County is bordered by the Hudson River and the Upper New York Bay to the east, Kill Van Kull Newark Bay, the Hackensack River and the Passaic River to the west. According to the appraisal, the New York MSA had a 2019 total population of 20.0 million and experienced an annual growth rate of 0.3%.

 

The Supor Industrial Portfolio Property is located approximately 9.4 miles west of the New York central business district. Primary access to the region is provided by Interstate 280 and Interstate 95. The Supor Industrial Portfolio Property neighborhood is developed primarily for industrial/warehouse use along arterials that are interspersed with multi-family complexes and single-family residential developments removed from arterials. Other developments in the neighborhood include the Red Bull soccer stadium, the new Harrison Port Authority Trans-Hudson (“PATH”) station, Rutgers University at Newark and the New Jersey Institute of Technology. In June 2019, PATH opened the new eastbound PATH station in Harrison, completing the second phase of a $256 million redevelopment project that is anticipated to improve travel for the riders who use the facility daily. This four phase redevelopment program also includes the construction of the westbound station house that opened in October 2018, the renovation of the two existing buildings on the site, and the creation of other amenities and services in the station and vicinity. Additionally, Newark Liberty International Airport is located

 

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

 

  

Industrial - Warehouse Loan #1 Cut-off Date Balance:   $52,737,103
505 Manor Avenue and 500 Supor Industrial Portfolio Cut-off Date LTV:   54.5%
Supor Boulevard   U/W NCF DSCR:   1.29x
Harrison, NJ 07029   U/W NOI Debt Yield:   8.1%

 

approximately 5.3 miles southwest of the Supor Industrial Portfolio Property. According to a third-party market research report, the 2019 population within a one-, three- and five-mile-radius of the Supor Industrial Portfolio Property was 34,405, 256,433 and 758,393, respectively. The 2019 average household income within a one-, three- and five-mile radius of the Supor Industrial Portfolio Property was $75,821, $61,473 and $70,795.

 

According to a third-party market report, the Supor Industrial Portfolio Property is located in the Northern New Jersey industrial market and the Lyndhurst/Harrison industrial submarket. As of the third quarter 2019, the Northern New Jersey industrial market consisted of 216.9 million square feet of industrial space. The Northern New Jersey industrial market reported a vacancy rate of 3.8% and asking rents of $8.11 per square foot. As of the third quarter 2019, there was 134,576 square feet under construction and positive net absorption of 939,603 square feet. The Lyndhurst/Harrison industrial submarket consisted of 22.0 million square feet of industrial space. The Lyndhurst/Harrison industrial submarket reported a vacancy rate of 2.0% and asking rents of $10.42 per square foot. As of the third quarter 2019, there was no new construction and positive net absorption of 117,529 square feet.

 

The table below presents certain information relating to comparable sales for the Supor Industrial Portfolio Property identified by the appraiser:

Comparable Sales(1)

Property Name Location Rentable
Area (SF)
Sale Date Sale Price Sale
Price (PSF)
1000-1108 Jefferson Avenue and 2-38 Pershing Avenue Elizabeth, NJ 190,000 May-19 $24,808,700 $131
21 Caven Point Avenue Jersey City, NJ 134,500 Apr-19 $16,750,000 $125
101 Railroad Avenue Ridgefield, NJ 330,199 Sep-19 $45,750,000 $139
75 Mill Road Edison, NJ 570,100 Nov-18 $83,000,000 $146
18 Van Veghten Drive Bridgewater, NJ 220,929 Oct-19 $28,000,000 $127
350 Starke Road Carlstadt, NJ 368,175 Oct-18 $60,200,000 $164
(1)Information obtained from the appraisal.

 

The following table presents certain information relating to five comparable leases to those at the Supor Industrial Portfolio Property:

Comparable Leases(1)

Property Name/Location Year
Built/
Renovated
Total
GLA
(SF)
Distance
from
Subject
Occupancy Lease Term Tenant
Size
(SF)
Annual
Base
Rent
PSF
Reimbursement
Amount
PSF
Lease Type

5 Ethel Boulevard

5 Ethel Boulevard

Wood Ridge, NJ

2019/NAP 84,600 7.6 miles 65.0% 15.3 Yrs 124,888 $15.24 NAV NNN

201 Bay Avenue

201 Bay Avenue

Elizabeth, NJ

1980/2013 508,202 4.5 miles 100.0% 2.8 Yrs 142,874 $9.25 NAV NNN

100 Industrial Drive

100 Industrial Drive

Jersey City, NJ

2003/NAP 181,032 5.4 miles 100.0% 5.0 Yrs 126,672 $9.35 NAV NNN

35 State Street

35 State Street

Moonacie, NJ

1967/NAP 106,841 8.3 miles 100.0% 10.0 Yrs 106,841 $9.50 NAV NNN

Elizabeth Seaport Building

10 North Avenue E

Elizabeth, NJ

2017/NAP 204,176 5.6 miles 100.0% 7.0 Yrs 114,950 $12.25 NAV NNN

Jersey City Warehouse

25 Colony Road

Jersey City, NJ

2004/NAP 340,848 5.4 miles 100.0% 10.3 Yrs 340,849 $9.00 NAV NNN
(1)Information obtained from the appraisal.

 

Escrows.

 

Real Estate Taxes – The lender did not require an upfront real estate tax reserve. Ongoing monthly real estate tax reserves will not be required as long as (i) no event of default has occurred or is continuing, (ii) the Operating Tenant is obligated to directly pay its required portion of the taxes prior to the due date, (iii) the Supor Operating Lease is in full force and effect, (iv) the Operating Tenant has paid (or caused to be paid) all taxes prior to the due date, (v) the Supor Industrial Portfolio Borrowers have provided (or caused to be provided) to the lender paid receipts or reasonable evidence of payment of taxes and (vi) no Operating Tenant Trigger Event (as defined below) has occurred or is continuing (collectively (i), (ii), (iii), (iv), (v) and (vi), the “Tax Waiver Conditions”). Notwithstanding the foregoing, for so long as the Tax Waiver Conditions are satisfied, the amount of monthly tax deposit will be reduced by the

 

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

 

16 

 

  

Industrial - Warehouse Loan #1 Cut-off Date Balance:   $52,737,103
505 Manor Avenue and 500 Supor Industrial Portfolio Cut-off Date LTV:   54.5%
Supor Boulevard   U/W NCF DSCR:   1.29x
Harrison, NJ 07029   U/W NOI Debt Yield:   8.1%

 

percentage of taxes that Operating Tenant is obligated to directly pay under the Supor Operating Lease during the next ensuring 12 month period.

 

Insurance – The lender did not require an upfront insurance reserve. Ongoing monthly insurance reserves will not be required as long as (i) no event of default has occurred or is continuing, (ii) the Operating Tenant is obligated to directly pay its required portion of insurance premiums prior to the expiration of the policies, (iii) the Supor Operating Lease is in full force and effect, (iv) the Operating Tenant has paid (or caused to be paid) all insurance premiums prior to the expiration of the polices, (v) the Supor Industrial Portfolio Borrowers have provided (or caused to be provided) to the lender evidence that all insurance premiums have been paid and (vi) no Operating Tenant Trigger Event has occurred or is continuing (collectively, (i), (ii), (iii), (iv), (v) and (vi), the “Insurance Waiver Conditions”). Notwithstanding the foregoing, for so long as the Insurance Waiver Conditions are satisfied, the amount of monthly insurance deposit will be reduced by the percentage of insurance premiums that Operating Tenant is obligated to directly pay under the Supor Operating Lease during the next ensuring 12 month period.

 

Replacement Reserves – The lender did not require an upfront replacement reserve. Ongoing monthly replacement reserves of $5,147 will not be required as long as (i) no event of default has occurred or is continuing, (ii) the Operating Tenant is obligated to directly make and pay for all replacement reserves as required under the Supor Operating Lease, (iii) the Supor Operating Lease being in full force and effect, (iv) the Operating Tenant has made (or caused to be made) and paid (or caused to be paid) for all replacement reserves within the timeframe as set forth within the Supor Operating Lease, (v) the Supor Industrial Portfolio Borrowers has provided (or caused to be provided) to the lender that the replacement reserves have been performed and all costs associated with the replacement reserves have been paid and (vi) no Operating Tenant Trigger Event has occurred or is continuing (collectively, (i), (ii), (iii), (iv), (v) and (vi), the “Replacement Reserves Waiver Conditions”). Notwithstanding the foregoing, for so long as the Replacement Reserve Waiver Conditions is satisfied, the Supor Industrial Portfolio Borrowers will not be required to make monthly replacement reserve payments.

Lockbox and Cash Management. The Supor Industrial Portfolio Mortgage Loan has a springing lockbox with springing cash management. Upon the occurrence and continuance of a Cash Management Trigger Event (as defined below), the Supor Industrial Portfolio Borrowers are required to instruct the Operating Tenant to deposit rents and other amounts due into the lockbox account and funds in the lockbox account are required to be transferred to the cash management account within two business days. All funds in the cash management account are required to be applied on each monthly payment date in accordance with the related mortgage loan documents. Pursuant to the related mortgage loan documents, all excess funds on deposit (after payment of monthly reserve deposits, debt service payment and cash management bank fees) will be applied as follows: (a) to the extent a Cash Sweep Event (as defined below) does not exist, to the Supor Industrial Portfolio Borrowers, (b) if a Cash Sweep Event is in effect due to the existence of an Operating Tenant Trigger Event to the Operating Tenant Trigger TI/LC reserve account until the applicable Operating Tenant Trigger Event cure has occurred and (c) if a Cash Sweep Event is in effect, but an Operating Tenant Trigger Event is not in effect, then to the lender controlled excess cash flow account.

A “Cash Management Trigger Event” will commence upon the occurrence of the following:

(i)an event of default under the Supor Industrial Portfolio Mortgage Loan documents;
(ii)a bankruptcy action of any of the Supor Industrial Portfolio Borrowers or the Supor Guarantor;
(iii)at any time the Supor Industrial Portfolio Property is being managed by the property manager, any bankruptcy action of the property manager; provided that, a Cash Management Trigger Event will not occur if the Supor Industrial Portfolio Borrowers replaces the property manager with a qualified manager in accordance with the Supor Industrial Portfolio Mortgage Loan documents within 30 days of the filing of a bankruptcy filing against the property manager;
(iv)a Cash Management DSCR Trigger Event (as defined below); or
(v)an Operating Tenant Trigger Event (as defined below).

 

A Cash Management Trigger Event will end upon the occurrence of:

 

with regard to clause (i) above, the cure of such event of default and acceptance of such cure by the lender;
with regard to clause (ii) above, when such bankruptcy action petition has been discharged, stayed, or dismissed within 60 days of such filing among other conditions for the Supor Industrial Portfolio Borrowers or the Supor Guarantors;
with regard to clause (iii) above, when such bankruptcy action petition has been discharged, stayed or dismissed within 120 days among other conditions for the property manager (and the Supor Industrial Portfolio Borrowers have replaced the property manager with a qualified property manager acceptable to the lender);
with regard to clause (iv) above, the date the amortizing debt service coverage ratio based on the trailing 12-month period immediately preceding the date of such determination is greater than 1.25x for two consecutive quarters; and
with regard to clause (v) above, an Operating Tenant Trigger Event Cure (as defined below).

A “Cash Management DSCR Trigger Event” will occur on any day the debt service coverage ratio, based on the trailing 12-month period immediately preceding the date of determination, is less than 1.25x.

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

(i)an event of default under the Supor Industrial Portfolio Mortgage Loan documents;
(ii)a bankruptcy action of either of the Supor Industrial Portfolio Borrowers, either of the Supor Guarantors or the property manager, provided that, the Supor Industrial Portfolio Property is being managed by the property manager;

 

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

 

 

Industrial - Warehouse Loan #1 Cut-off Date Balance:   $52,737,103
505 Manor Avenue and 500 Supor Industrial Portfolio Cut-off Date LTV:   54.5%
Supor Boulevard   U/W NCF DSCR:   1.29x
Harrison, NJ 07029   U/W NOI Debt Yield:   8.1%

 

(iii)a Cash Sweep DSCR Trigger Event (as defined below); or
(iv)an Operating Tenant Trigger Event (as defined below).

 

A Cash Sweep Event will end upon the occurrence of:

 

with regard to clause (i) above, the cure of such event of default and acceptance of such cure by the lender;
with regard to clause (ii) above, when such bankruptcy action petition has been discharged, stayed, or dismissed within 60 days of such filing among other conditions for the Supor Industrial Portfolio Borrowers or either Supor Guarantor, and within 120 days for the property manager (or, solely with respect to the bankruptcy of the property manager, when the Supor Industrial Portfolio Borrowers have replaced the property manager with a qualified property manager acceptable to the lender);
with regard to clause (iii) above, the date the amortizing debt service coverage ratio based on the trailing 12-month period immediately preceding the date of such determination is greater than 1.15x for two consecutive quarters; and
with regard to clause (iv) above, an Operating Tenant Trigger Event Cure (as defined below).

A “Cash Sweep DSCR Trigger Event” will occur on any day the debt service coverage ratio, based on the trailing 12-month period immediately preceding the date of determination, is less than 1.15x.

A “Operating Tenant Trigger Event” will occur upon any of the following with respect to the Operating Tenant and the Supor Operating Lease:

(i)the applicable Supor Operating Lease is terminated;
(ii)an event of default occurs under the Supor Operating Lease;
(iii)a bankruptcy action of the related Operating Tenant or any guarantors of the Supor Operating Lease occurs; or
(iv)the related Operating Tenant discontinues its normal business operations at its leased premises (other than a temporary cessation of business operations for permitted renovations or necessary repairs).

A “Operating Tenant Trigger Event Cure” will occur upon:

with regard to clause (i), above, the date an Operating Tenant Space Re-Tenanting Event (as defined below) has occurred;
with regard to clause (ii) above, the cure of the applicable event of default under the related Supor Operating Lease as determined by the lender;
with regard to clause (iii) above, the affirmation of the related Supor Operating Lease in the applicable bankruptcy proceeding, provided that the Operating Tenant is paying all rents and other amounts due under its lease;
with regard to clause (iv) above, the related Operating Tenant re-commences its normal business operation at its leased premises or an Operating Tenant Space Re-Tenanting Event has occurred.

A “Operating Tenant Space Re-Tenanting Event” will occur on the date each of the following conditions have been satisfied: (i) the Operating Tenant space has been leased to one or more replacement tenants (or the Operating Tenant) for a term of at least twenty (20) years on terms and conditions that acceptable to the lender, (ii) all tenant improvement costs, leasing commissions and other material costs and expensed related to the re-letting of the Operating Tenant space, if any, have been paid in full and (iii) the replacement tenant(s) have accepted the Operating Tenant Space and are paying full contractual rent as evidenced by a tenant estoppel certificate(s).

Property Management. The Supor Industrial Portfolio Property is managed by an affiliate of the Supor Industrial Portfolio Borrowers.

Partial Release. On or about May 15, 2020 the Supor Industrial Portfolio Borrowers obtained the free permitted release of a 4.9-acre parcel, which was located on a portion of the 500 Supor Boulevard parcel and is described in the related mortgage loan documents (the “Release Parcel”). The Release Parcel was excluded from the appraised value and the underwriting of the Supor Industrial Portfolio Mortgage Loan. 

Real Estate Substitution. Not permitted.

Subordinate and Mezzanine Indebtedness. The owners of the direct or indirect equity interest in the Supor Industrial Portfolio Borrowers are permitted to incur mezzanine financing, upon satisfaction of certain terms and conditions including, among others (i) no event of default has occurred or is continuing, (ii) the mezzanine loan is junior and subordinate to the Supor Industrial Portfolio Mortgage Loan, (iii) the term of the mezzanine loan is coterminous with the Supor Industrial Portfolio Mortgage Loan, (iv) the mezzanine loan is a fixed rate loan, (v) the combined loan-to-value ratio does not exceed 55%, (vi) the combined debt service coverage ratio is not less than 1.29x, (vii) the debt service on the mezzanine loan is payable solely from excess cash flow remaining after required payments under the Supor Industrial Portfolio Mortgage Loan, (viii) the mezzanine lender has entered into an intercreditor agreement acceptable to the lender and (ix) the mezzanine lender delivers a rating agency confirmation to the lender.

Ground Lease. None.

Terrorism Insurance. The Supor Industrial Portfolio Mortgage Loan documents require that the “all risk” insurance policy required to be maintained by the Supor Industrial Portfolio Borrowers provides coverage for terrorism in an amount equal to the full replacement cost of the Supor Industrial Portfolio 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.

 

18 

 

Multifamily – Mid Rise Loan #2 Cut-off Date Balance:   $52,348,530
50, 60 and 66, Franklin Street; 507-518
Main Street; 8-16 and 26 Portland Street
The Grid Cut-off Date LTV:   67.4%
Worcester, MA 01608   U/W NCF DSCR:   1.41x
    U/W NOI Debt Yield:   8.1%

 

 

 

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

 

 

No.2 – The Grid
 
Mortgage Loan Information   Mortgaged Property Information
Mortgage Loan Seller: Ladder Capital Finance LLC   Single Asset/Portfolio: Single Asset

Credit Assessment

(Fitch/KBRA/Moody’s):

NR/NR/NR   Property Type – Subtype: Multifamily – Mid Rise
Original Principal Balance(1): $52,500,000   Location: Worcester, MA
Cut-off Date Balance(1): $52,348,530   Size: 466 Units
% of Initial Pool Balance: 7.2%   Cut-off Date Balance Per Unit(1): $144,432
Loan Purpose: Refinance   Maturity Date Balance Per Unit(1): $114,221
Borrower Sponsor: John McGrail   Year Built/Renovated: 1912/2017
Guarantor: John McGrail   Title Vesting: Fee
Mortgage Rate: 3.8000%   Property Manager: Self-managed
Note Date: March 11, 2020   Current Occupancy (As of)(3): 98.5% (3/23/2020)
Seasoning: 2 months   YE 2019 Occupancy: 97.6%
Maturity Date: April 6, 2030   YE 2018 Occupancy: 79.0%
IO Period: 0 months   YE 2017 Occupancy: 77.0%
Loan Term (Original): 120 months   YE 2016 Occupancy: 69.0%
Amortization Term (Original): 360 months   Appraised Value(3): $99,800,000
Loan Amortization Type: Amortizing Balloon   Appraised Value Per Unit: $214,163
Call Protection: L(26),D(90),O(4)   Appraisal Valuation Date: March 1, 2020
Lockbox Type: Soft/Springing Cash Management   Underwriting and Financial Information(3)
Additional Debt(1): Yes   TTM NOI (3/31/2020)(4): $4,394,161
Additional Debt Type (Balance)(1): Pari Passu ($14,956,723)   YE 2019 NOI(4): $3,329,641
      YE 2018 NOI(4): $1,967,388
      YE 2017 NOI(4): $443,629
      U/W Revenues: $8,830,546
      U/W Expenses: $3,347,813
Escrows and Reserves(2)   U/W NOI(4): $5,482,733
  Initial Monthly Cap   U/W NCF: $5,307,661
Taxes $45,793 $45,793 NAP   U/W DSCR based on NOI/NCF(1): 1.45x / 1.41x
Insurance $187,521 $23,440 NAP   U/W Debt Yield based on NOI/NCF(1): 8.1% / 7.9%
TI/LC Reserve $0 $4,863 NAP   U/W Debt Yield at Maturity based on NOI/NCF(1): 10.3% / 10.0%
Replacement Reserve $0 $9,708 NAP   Cut-off Date LTV Ratio(1): 67.4%
Outstanding TI/LC Reserve $162,500 $0 NAP   LTV Ratio at Maturity(1): 53.3%
             
               

Sources and Uses
Sources         Uses      
Original whole loan amount $67,500,000   100.0%   Loan payoff $60,264,088   89.3%
          Upfront reserves 395,814   0.6 
          Closing costs 1,268,720   1.9 
          Return of equity 5,571,378   8.3 
Total Sources $67,500,000   100.0%   Total Uses $67,500,000   100.0%
(1)The Cut-off Date Balance Per Unit, Maturity Date Balance Per Unit, U/W DSCR based on NOI/NCF, U/W Debt Yield based on NOI/NCF, U/W Debt Yield at Maturity based on NOI/NCF, Cut-off Date LTV Ratio and LTV Ratio at Maturity numbers presented above are based on The Grid Whole Loan (as defined below).
(2)See “Escrows” section below.
(3)See “Historical Occupancy” table and “COVID-19 Update” section below. All NOI, NCF and occupancy information, as well as the appraised value, were determined prior to the emergence of the novel coronavirus pandemic, and the economic disruption resulting from measures to combat the pandemic, and all DSCR, LTV and Debt Yield metrics were calculated, and The Grid Whole Loan was underwritten, based on such prior information. See “Risk Factors—Risks Related to Market Conditions and Other External Factors—The Coronavirus Pandemic Has Adversely Affected the Global Economy and Will Likely Adversely Affect the Performance of the Mortgage Loans” in the Preliminary Prospectus.
(4)See “Cash Flow Analysis” table below for an explanation on the increase in NOI from 2017 to U/W.

 

The Mortgage Loan. The mortgage loan is part of a whole loan (“The Grid Whole Loan”) that is evidenced by three pari-passu promissory notes in the aggregate original principal amount of $67,500,000. The Grid Whole Loan is secured by a first priority mortgage encumbering the fee interest in a five building multifamily property, with approximately 60,000 square feet of ground floor commercial space, located in Worcester, Massachusetts (“The Grid Property”). The controlling Note A-1 and non-controlling Note A-2, with an aggregate original principal balance of $52,500,000 (“The Grid Mortgage Loan”), will be included in the WFCM 2020-C56 securitization trust. The non-controlling Note A-3, with an original principal balance of $15,000,000, is expected to be contributed to one or more future securitization trusts. The Grid Whole Loan will be serviced pursuant to the pooling and servicing agreement for the WFCM 2020-C56 securitization trust. See “Description of the Mortgage Pool—The Whole Loans—The Serviced Pari Passu Whole Loans” and “Pooling and Servicing Agreement” in the Preliminary Prospectus.

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

 

Multifamily – Mid Rise Loan #2 Cut-off Date Balance:   $52,348,530
50, 60 and 66, Franklin Street; 507-518
Main Street; 8-16 and 26 Portland Street
The Grid Cut-off Date LTV:   67.4%
Worcester, MA 01608   U/W NCF DSCR:   1.41x
    U/W NOI Debt Yield:   8.1%

Note Summary

Notes Original Principal Balance Cut-off Date
Balance
Note Holder Controlling Interest
A-1 $36,500,000 $36,394,692 WFCM 2020-C56 Yes
A-2 $16,000,000 $15,953,838 WFCM 2020-C56 No
A-3 $15,000,000 $14,956,723 LCF or an affiliate No
Total $67,500,000 $67,305,253    

 

The Borrower and Borrower Sponsor. The borrower is Grid Worcester Holdings, LLC (the “The Grid Borrower”), a Delaware limited liability company and single purpose entity with two independent directors. Legal counsel to The Grid Borrower delivered a non-consolidation opinion in connection with the origination of The Grid Whole Loan. The borrower sponsor and non-recourse carveout guarantor is John McGrail.

 

Mr. McGrail is the president and CEO of MG2 Group (“MG2”) and has over 25 years of experience in the construction and real estate industries. With a background in construction, he bought his first property in 1991 and founded a construction and remodeling business which expanded to include property maintenance and management. MG2 is a commercial real estate firm, specializing in multifamily development and owns six other properties in Massachusetts. MG2 began as an investment in a three-family home in Dorchester, Massachusetts more than 20 years ago and has grown into a vertically integrated commercial real estate investment and development company. The company focuses on value-add investments, acquiring vacant land or and buildings for redevelopment. MG2 handles all of the aspects of real estate investment process, including development, construction, and property management.

 

The borrower sponsor had been subject to past charges from the Massachusetts Attorney General, resulting in probation and fines. See “Description of the Mortgage Pool—Litigation and Other Considerations” in the Preliminary Prospectus. Additionally, the borrower sponsor experienced several past property foreclosures. See “Description of the Mortgage Pool—Loan Purpose; Default History, Bankruptcy Issues and Other Proceedings” in the Preliminary Prospectus.

The Property. The Grid Property is a 466-unit Class A multifamily development located in Worcester, Massachusetts. Constructed in 1912, renovated multiple times, most recently in 2017, and situated on a 5.0-acre site, The Grid Property contains five buildings that include 170 studio units, 246 one-bedroom units, 44 two-bedroom units, five three-bedroom units and one five-bedroom unit. There is also approximately 60,000 square feet of ground floor commercial space. The commercial space is largely occupied by restaurants and other food service tenants, which serve as amenities to residents and are leased generally to the borrower sponsor’s affiliates. Other tenants include Santander Bank and various local offices. The Grid Property is located in downtown Worcester directly across from Worcester Common and two blocks from Union Station, which provides direct commuter rail service to Boston and Amtrak service to New York. The Grid Property contains 262 surface parking spaces, resulting in a parking ratio of approximately 0.6 spaces per unit.

 

Common area amenities at The Grid Property include a complete renovated lobby, on-site business center and a 4,000 square foot fitness center.

 

According to the appraisal, the current ownership has completed approximately $57.3 million in renovations to the property in the last three years.

 

COVID-19 Update. As of the May 6, 2020 payment, the residential portion of The Grid Property was open and operating. Given the collection and reporting timing, The Grid Borrower is unable to determine the exact percentage of residential tenants who have not paid, but as of April 2020, the residential portion of The Grid Property was 90.8% occupied. As of early May, three tenants representing 5.3% of U/W base rent asked for April 2020 rent deferrals. The Grid Borrower anticipates that all three tenants will make April’s deferred payment in June 2020. Most commercial tenants at The Grid Property are currently closed by government mandate. The May 2020 debt service payment for The Grid Mortgage Loan has been made by The Grid Borrower. As of the date hereof, The Grid Mortgage Loan is not subject to any modification or forbearance request. See “Description of the Mortgage Pool—COVID-19 Considerations” in the Preliminary Prospectus.

The following table presents certain information relating to the unit mix of The Grid Property:

Unit Mix Summary(1)

Unit Type Total
No. of
Units
% of
Total
Units
Average
Unit Size
(SF)

Average
Underwritten
Monthly Rent

per Unit

Studio 170 36.5% 342 $1,106
1 Bedroom / 1 Bathroom 246 52.8% 522 $1,273
2 Bedroom / 1 Bathroom 44 9.4% 837 $1,738
3 Bedroom / 1 Bathroom 5 1.1% 1,100 $2,310
5 Bedroom / 5 Bathroom 1 0.2% 1,580 $3,600
Total/Weighted Average 466 100.0% 495 $1,272
(1)Information obtained from the appraisal.

 

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

 

21 

 

 

Multifamily – Mid Rise Loan #2 Cut-off Date Balance:   $52,348,530
50, 60 and 66, Franklin Street; 507-518
Main Street; 8-16 and 26 Portland Street
The Grid Cut-off Date LTV:   67.4%
Worcester, MA 01608   U/W NCF DSCR:   1.41x
    U/W NOI Debt Yield:   8.1%

  

The following table presents historical occupancy percentages at The Grid Property:

 

Historical Occupancy

12/31/2016(1)(2)

12/31/2017(1)(2)

12/31/2018(1)(2)

12/31/2019(1)(2)

3/23/2020(1)(3)(4)

69.0% 77.0% 79.0% 97.6% 98.5%

 

(1)The Grid Property also includes approximately 60,000 square feet of ground floor commercial space, which accounts for approximately 19.8% of Gross Potential Rent. The commercial component, which was 87.5% leased as of 3/23/2020, is not reflected in the occupancy percentages provided.
(2)Information obtained from The Grid Borrower.
(3)Information obtained from the underwritten rent roll.
(4)See “COVID-19 Update” section above.

 

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 Grid Property:

Cash Flow Analysis

  2017(1) 2018(1) 2019(1) TTM 3/31/ 2020(1) U/W(2)(3) %(4) U/W $ per Unit
Base Rent $3,740,297 $5,691,000 $6,302,407 $7,171,453 $8,579,596 91.6% $18,411
Grossed Up Vacant Space

0

0

0

0

286,800

3.1

615

Gross Potential Rent $3,740,297 $5,691,000 $6,302,407 $7,171,453 $8,866,396 94.7% $19,027
Other Income(5)

353,191

376,015

410,027

455,164

500,491

5.3

1,074

Net Rental Income $4,093,488 $6,067,015 $6,712,435 $7,626,617 $9,366,887 100.0% $20,101
(Vacancy) 0 0 0 0 (524,003)(6) (5.9) (1,124)
(Concessions & Credit Loss)

(203,865)

(503,859)

(111,773)

(72,286)

(12,338)

(0.1)

(26)

Effective Gross Income $3,889,623 $5,563,156 $6,600,662 $7,554,331 $8,830,546 94.3% $18,950
               
Real Estate Taxes 516,018 551,925 552,222 577,715 1,003,096 11.4 2,153
Insurance 232,217 195,296 221,630 228,521 281,282 3.2 604
Management Fee 116,689 166,895 198,020 226,630 264,916 3.0 568
Other Operating Expenses

2,581,070

2,681,652

2,299,149

2,127,305

1,798,519

20.4

3,859

Total Operating Expenses $3,445,994 $3,595,768 $3,271,021 $3,160,170 $3,347,813 37.9% $7,184
               
Net Operating Income $443,629 $1,967,388 $3,329,641 $4,394,161 $5,482,733 62.1% $11,766
Capital Expenditures(7)

0

0

0

0

$175,072

2.0

376

Net Cash Flow $443,629 $1,967,388 $3,329,641 $4,394,161 $5,307,661 60.1% $11,390
               
NOI DSCR 0.12x 0.52x 0.88x 1.16x 1.45x    
NCF DSCR 0.12x 0.52x 0.88x 1.16x 1.41x    
NOI Debt Yield 0.7% 2.9% 4.9% 6.5% 8.1%    
NCF Debt Yield 0.7% 2.9% 4.9% 6.5% 7.9%    

 

(1)In 2017 the borrower sponsor began renovating The Grid Property to market towards young professionals. During the renovation, there was a drop in units available, but the borrower sponsor was able to bring the occupancy from 77.0% in 2017 to 98.5% as of March 23, 2020. See “Historical Occupancy” table above.
(2)The borrower sponsor signed 78 new residential unit leases in 2019 and received leases for Santander, Rake Nail Salon and Metro PCS bringing the total U/W occupancy to 94.1%.
(3)For the avoidance of doubt, no COVID-19 specific adjustments have been incorporated in the lender U/W.
(4)Represents (i) percent of Net Rental Income for all revenue fields, (ii) percent of Gross Potential Rent for Vacancy and Concessions & Credit Loss and (iii) percent of Effective Gross Income for all other fields.
(5)Other Income primarily includes Parking Income and other miscellaneous income generated from late fees, laundry income, lease termination fees, pet rent fees, and storage income.
(6)The underwritten economic vacancy is 5.9%.
(7)Capital Expenditures includes $58,572 ($1.00 per square foot) of TI/LCs allocated to the commercial space at The Grid 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.

 

22 

 

 

Multifamily – Mid Rise Loan #2 Cut-off Date Balance:   $52,348,530
50, 60 and 66, Franklin Street; 507-518
Main Street; 8-16 and 26 Portland Street
The Grid Cut-off Date LTV:   67.4%
Worcester, MA 01608   U/W NCF DSCR:   1.41x
    U/W NOI Debt Yield:   8.1%

  

Appraisal. The appraiser concluded to an “as-is” appraised value for The Grid Property of $99,800,000 as of March 1, 2020.

Environmental Matters. According to the Phase I environmental site assessment dated November 18, 2019, there was no evidence of any recognized environmental conditions at The Grid Property.

 

Market Overview and Competition. The Grid Property is located in downtown Worcester, Massachusetts directly across from Worcester Common and two blocks from Union Station, which provides direct commuter rail service to Boston and Amtrak service to New York City. Access to The Grid Property is also provided by the Route 9 (1.0 miles south), Route 20 (3.1 miles south), and the Massachusetts Turnpike (3.4 miles south). Worcester has a population of approximately 175,000 making Worcester New England’s second largest city behind Boston (40.0 miles west). According to a third-party market report, Worcester has approximately $2.4 billion of public and private investments underway or planned. Part of this large investment in downtown Worcester includes $30 million to add a 66,000 square foot Cancer and Wellness Center to Saint Vincent Hospital campus (0.4 miles north) and a $75 million investment to acquire and renovate the Mercantile Center, a 640,000 square foot office and retail complex located a block east of The Grid Property. UMass Memorial Health Care has executed a lease at the Mercantile Center for approximately 90,000 square feet of office space that will bring 700 UMass Memorial Health Care employees downtown. Worcester is currently spending $90 million to construct Polar Park (0.6 miles southwest), a 10,000 seat ballpark expected to be completed in 2021 which will house the Boston Red Sox’s AAA farm team.

 

According to a third-party market report Worcester has an average income of $95,679 and a median household income of $71,024, which is expected to increase by 13.2% over the next five years to reach a median household income of $80,408 by 2024.

 

Submarket Information – According to a third-party market research report, The Grid Property is situated within the metropolitan Worcester apartment submarket. As of the fourth quarter of 2019, the metropolitan Worcester apartment submarket reported a total inventory of 25,412 units with a 3.4% vacancy rate and an average asking rental rate of $1,455 per month.

 

Appraiser’s Competitive Set – The appraiser identified eight primary competitive properties for The Grid Property totaling 1,726 units, which reported an average occupancy rate of approximately 97.6%. The appraiser concluded to weighted average monthly market rents per unit at The Grid Property of $1,352 per unit (see “Market Rent Summary” table below). 

Market Rent Summary(1)

Unit Type Total No. of
Units
Average Unit
Size (SF)
Market Monthly
Rent per Unit
Studio 170 343 $1,025-$1,450
1 Bedroom / 1 Bathroom 246 518 $1,250–$1,457
2 Bedroom / 1 Bathroom 44 852 $1,675-$1,950
3 Bedroom / 1 Bathroom 5 1,100 $2,425
5 Bedroom / 5 Bathroom 1 1,580 $3,775
Total/Weighted Average 466 495 $1,352
(1)Information obtained from the appraisal.

 

The following table presents certain information relating to comparable multifamily properties for The Grid Property:

Competitive Set(1)

  The Grid
(Subject)
145 Front at City Square The
Skymark
Tower
Canal
Lofts
Junction
Shop
Lofts
Voke
Lofts
Audubon Plantation Ridge Quinn 35 Wexford
Village
Location Worcester, MA Worcester, MA Worcester, MA Worcester, MA Worcester, MA Worcester, MA Worcester, MA Shrewsbury, MA Worcester, MA
Distance to Subject -- 0.3 miles 0.2 miles 0.6 miles 0.5 miles 1.0 miles 3.4 miles 3.6 miles 2.9 miles
Property Type Mid Rise Mid Rise High Rise Mid Rise Mid Rise Mid Rise Mid Rise Mid Rise Mid Rise
Year Built/Renovated 1912/2017 2018/NAP 1990/2000 1890/2011 2015/NAP 2014/NAP 2004/NAP 2018/NAP 1974/NAP
Number of Units 466 365 196 64 173 84 330 250 264
Average Monthly Rent (per unit)                  
Studio $725-$2,400 $1,615-$1,680 NAP NAP NAP NAP NAP $1,635 $1,271
1 Bedroom $892-$2,525 $1,785-$1,980 $1,550-$1,650 $1,240-$1,475 $1,325- $1,625 $1,695-$2,245 $1,590-$1,690 $1,865 $1,339-$1,421
                   
2 Bedroom $1,400-$2,500 $2,185-$2,750 $1,495-1,815 $1,580-$1,880 $1,600-$1,650 $2,139-$2,714 $1,870-$1,955 $2,260 $1,652
                   
Occupancy 98.5% 98.0% 96.0% 100.0% 94.0% 98.0% 99.0% 98.0% 98.0%
(1)Information obtained from the appraisal and 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.

 

23 

 

Multifamily – Mid Rise Loan #2 Cut-off Date Balance:   $52,348,530
50, 60 and 66, Franklin Street; 507-518
Main Street; 8-16 and 26 Portland Street
The Grid Cut-off Date LTV:   67.4%
Worcester, MA 01608   U/W NCF DSCR:   1.41x
    U/W NOI Debt Yield:   8.1%

Escrows.

Real Estate Taxes –The Grid Whole Loan documents require an upfront real estate tax reserve of $45,793 and ongoing monthly real estate tax reserves 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 $45,793).

 

Insurance –The Grid Whole Loan documents require an upfront insurance reserve of $187,521 and ongoing monthly insurance reserves in an amount equal to one-twelfth of the insurance premiums that the lender estimates will be payable for the renewal of the coverage during the next twelve months (initially $23,440).

 

TI/LC Reserve –The Grid Whole Loan documents require ongoing monthly TI/LC reserves of $4,863.

 

Replacement Reserve –The Grid Whole Loan documents require ongoing monthly replacement reserves of $9,708.

 

Outstanding TI/LC Reserve –The Grid Whole Loan documents require an upfront reserve of $162,500 for certain outstanding approved leasing expenses under the lease with Santander Bank.

 

Lockbox and Cash Management. The Grid Whole Loan is structured with a soft lockbox, which is already in place, and springing cash management. Prior to the occurrence of a Cash Management Trigger Event (as defined below), The Grid Whole Loan documents require that The Grid Borrower or the property manager deposit all rents into the lockbox account within one business day of receipt and all funds in the lockbox account are required to be distributed to The Grid Borrower. During a Cash Management Trigger Event, funds in the lockbox account are required to be swept to a lender-controlled cash management account and all excess funds are required to be swept to an excess cash flow subaccount controlled by the lender.

 

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

(i)the occurrence and continuance of an event of default under The Grid Mortgage Loan;
(ii)the occurrence and continuance of an event of default under the property management agreement beyond any notice or cure; or
(iii)the net cash flow debt service coverage ratio falling below 1.15x.

 

A “Cash Management Trigger Event” will end upon the occurrence of the following:

 

with regard to clause (i) above, the cure of such event of default;
with regard to clause (ii) above, the date on which the default under the property management agreement has been cured or the date on which The Grid Borrower has entered into a replacement property management agreement with a qualified manager; or
with regard to clause (iii) above, the net cash flow debt service coverage ratio being equal to or greater than 1.25x for one calendar quarter

 

Property Management. The Grid Property is managed by Grid Management, LLC an affiliate of the borrower sponsor.

 

Partial Release. Not permitted.

 

Real Estate Substitution. Not permitted.

 

Subordinate and Mezzanine Indebtedness. Not permitted.

 

Ground Lease. None.

 

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

 

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

 

 

Office – CBD Loan #3 Cut-off Date Balance:   $43,700,000
2323 Ross Avenue KPMG Plaza at Hall Arts Cut-off Date LTV:   46.6%
Dallas, TX 75201   U/W NCF DSCR:   2.90x
    U/W NOI Debt Yield:   10.5%

 

 

 

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

 

 

Office – CBD Loan #3 Cut-off Date Balance:   $43,700,000
2323 Ross Avenue KPMG Plaza at Hall Arts Cut-off Date LTV:   46.6%
Dallas, TX 75201   U/W NCF DSCR:   2.90x
    U/W NOI Debt Yield:   10.5%

 

 

 

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

 

 

No. 3 – KPMG Plaza at Hall Arts
 
Mortgage Loan Information   Mortgaged Property Information
Mortgage Loan Seller: Column   Single Asset/Portfolio: Single Asset

Credit Assessment

(Fitch/KBRA/Moody’s):

NR/NR/NR   Property Type – Subtype: Office – CBD
Original Principal Balance(1): $43,700,000   Location: Dallas, TX
Cut-off Date Balance(1): $43,700,000   Size(3): 461,306 SF
% of Initial Pool Balance: 6.0%   Cut-off Date Balance Per SF(1): $242.14
Loan Purpose: Acquisition   Maturity Date Balance Per SF(1): $242.14
Borrower Sponsor: Masaveu Real Estate US, Delaware LLC   Year Built/Renovated: 2015/NAP
Guarantor: Masaveu Real Estate US, Delaware LLC   Title Vesting: Fee
Mortgage Rate: 3.4100%   Property Manager: Stream Realty Partners – DFW, L.P.
Note Date: December 23, 2019   Current Occupancy (As of)(1): 95.9% (12/1/2019)
Seasoning: 5 months   YE 2018 Occupancy: 93.7%
Maturity Date: January 6, 2030   YE 2017 Occupancy: 80.8%
IO Period: 120 months   As-Is Appraised Value(1): $239,800,000
Loan Term (Original): 120 months   As-Is Appraised Value Per SF(1): $519.83
Amortization Term (Original): NAP   As-Is Appraisal Valuation Date: November 25, 2019
Loan Amortization Type: Interest-only, Balloon      
Call Protection(1): L(29),D(84),O(7)      
Lockbox Type(2): Hard/Springing Cash Management   Underwriting and Financial Information(1)
Additional Debt(1): Yes   TTM NOI (10/31/2019): $11,227,183
Additional Debt Type (Balance)(1): Pari Passu ($68,000,000)   YE 2018 NOI: $11,252,397
      YE 2017 NOI: $11,700,496
         
      U/W Revenues: $19,465,123
      U/W Expenses: $7,713,107
Escrows and Reserves(2)   U/W NOI(4): $11,752,016
  Initial Monthly Cap   U/W NCF: $11,198,449
Taxes $0 Springing NAP   U/W DSCR based on NOI/NCF: 3.04x / 2.90x
Insurance $0 Springing NAP   U/W Debt Yield based on NOI/NCF: 10.5% / 10.0%
Replacement Reserve $0 Springing NAP   U/W Debt Yield at Maturity based on NOI/NCF: 10.5% / 10.0%
TI/LC Reserve $0 Springing NAP   Cut-off Date LTV Ratio: 46.6%
Unfunded Obligations Reserve(5) $1,267,335 $0 NAP   LTV Ratio at Maturity: 46.6%
             
               
Sources and Uses
Sources       Uses    
Original whole loan $111,700,000 46.3%   Purchase price(5) $237,000,643 98.2%
Borrower sponsor equity 129,719,402 53.7   Closing costs 3,151,424 1.3
        Upfront reserves 1,267,335 0.5
Total Sources $241,419,402 100.0%   Total Uses $241,419,402 100.0%

 

(1)The KPMG Plaza at Hall Arts Mortgage Loan (as defined below) is part of the KPMG Plaza at Hall Arts Whole Loan (as defined below), which comprises two pari passu notes with an aggregate original balance of $111,700,000. Cut-off Date Balance Per SF, Maturity Date Balance Per SF, U/W DSCR based on NOI/NCF, U/W Debt Yield based on NOI/NCF, U/W Debt Yield at Maturity based on NOI/NCF, Cut-off Date LTV Ratio and LTV Ratio at Maturity numbers presented above are based on the KPMG Plaza at Hall Arts Whole Loan. Notwithstanding the foregoing, all NOI, NCF and occupancy information, as well as the appraised value, were determined prior to the emergence of the novel coronavirus pandemic, and the economic disruption resulting from measures to combat the pandemic, and all DSCR, LTV and Debt Yield metrics were calculated, and the KPMG Plaza at Hall Arts Mortgage Loan was underwritten, based on such prior information. See “Risk Factors—Coronavirus Pandemic Has Adversely Affected the Global Economy and Will Likely Adversely Affect the Performance of the Mortgage Loans” in the Preliminary Prospectus.
(2)See “Escrows” section below.
(3)Includes 13,750 square feet of expansion space for KPMG LLP which had a lease start date of November 2019 and for which the tenant is expected to take occupancy in the summer of 2020. The unfunded obligations reserve includes 5 months of free rent for KPMG through May 2020 totaling $274,656.
(4)U/W NOI includes $333,243 in straight-line rent associated with the KPMG tenant and year one rent steps.
(5)The seller provided a credit to the purchase price in the amount of $1.3 million related to all outstanding TI/LC and free rent for KPMG, which was held in an upfront reserve at origination.

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

 

 

Office – CBD Loan #3 Cut-off Date Balance:   $43,700,000
2323 Ross Avenue KPMG Plaza at Hall Arts Cut-off Date LTV:   46.6%
Dallas, TX 75201   U/W NCF DSCR:   2.90x
    U/W NOI Debt Yield:   10.5%

 

The Mortgage Loan. The mortgage loan (the “KPMG Plaza at Hall Arts Mortgage Loan”) is part of a whole loan (the “KPMG Plaza at Hall Arts Whole Loan”) in the original principal balance of $111,700,000. The KPMG Plaza at Hall Arts Whole Loan is secured by a first priority fee mortgage encumbering a 461,306 square foot, Class A+, office tower located in Dallas, Texas (the “KPMG Plaza at Hall Arts Property”). The KPMG Plaza at Hall Arts Mortgage Loan is evidenced by the non-controlling promissory note A-2. The controlling promissory note A-1 was contributed to the CSAIL 2020-C19 securitization trust. The KPMG Plaza at Hall Arts Whole Loan will be serviced pursuant to the CSAIL 2020-C19 pooling and servicing agreement. See “Description of the Mortgage Pool—The Whole Loans—The Non-Serviced Pari Passu Whole Loans” and “Pooling and Servicing Agreement —Servicing of the Non-Serviced Mortgage Loans” in the Preliminary Prospectus.

 

Note Summary

 

Notes Original Principal Balance Cut-off Date Balance Note Holder Controlling Interest
A-1 $68,000,000 $68,000,000 CSAIL 2020-C19 Yes
A-2 $43,700,000 $43,700,000 WFCM 2020-C56 No
Total $111,700,000 $111,700,000    

 

The Borrower and Borrower Sponsor. The borrowing entity for the KPMG Plaza at Hall Arts Whole Loan is Masaveu Ross Avenue, LLC, a Delaware limited liability company (the “KPMG Plaza at Hall Arts Borrower”) and a special purpose entity with at least one independent director. Legal counsel to the KPMG Plaza at Hall Arts Borrower delivered a non-consolidation opinion in connection with the origination of the KPMG Plaza at Hall Arts Whole Loan. The KPMG Plaza at Hall Arts Borrower is 100% owned and managed by Corporación Masaveu S.A., a corporation domiciled in Spain.

 

The borrower sponsor and non-recourse carve-out guarantor is Masaveu Real Estate US, Delaware LLC, a subsidiary of Corporación Masaveu S.A. The borrower sponsor acquires, manages and owns real estate assets on behalf of Corporación Masaveu S.A. The borrower sponsor’s U.S. portfolio includes four office properties valued at over $720 million located across Washington D.C., Houston and Miami. As of June 30, 2019, the borrower sponsor reported a net worth of $392.3 million and liquidity of $27.5 million. The guarantor is required to maintain a minimum net worth of $150 million and minimum liquid assets of $7.5 million under the KPMG Plaza at Hall Arts Whole Loan documents.

 

The Property. The KPMG Plaza at Hall Arts Property is a 461,306 square foot, Class A+, LEED Gold Certified office tower located in Dallas, Texas. The KPMG Plaza at Hall Arts Property is an 18-story building constructed in 2015 and situated on a 1.6-acre site within the Dallas Arts District. The KPMG Plaza at Hall Arts Property is comprised of 442,259 square feet of office space and 19,047 square feet of restaurant and retail space. The KPMG Plaza at Hall Arts Property is 95.9% leased to a collection of 13 tenants with 10.3 years weighted average lease term remaining. The three largest tenants, KPMG LLP (“KPMG”), Jackson Walker L.L.P. (“Jackson Walker”) and Bell Nunnally & Martin LLP (“Bell Nunnally”), account for 77.4% of the net rentable area (“NRA”).

 

Pursuant to a license agreement (the “Parking Agreement”), the KPMG Plaza at Hall Arts Borrower has the right to use two subterranean parking garages connected below ground. The Parking Agreement provides the KPMG Plaza at Hall Arts Borrower with the right to use 1,266 priority spaces out of the total 2,098 parking spaces, of which 1,750 spaces are in the Hall Arts Garage and 348 are in the connected Cathedral Garage. The inter-connected parking garages are located under the Hall Arts Plaza and under the Cathedral Shrine of the Virgin Guadalupe, located across Crockett Street. The Parking Agreement expires in 2088 with respect to the Hall Arts Garage and in 2047 with respect to the Cathedral Garage. The Parking Agreement includes two automatic 25-year extensions with respect to the Cathedral Garage (unless such extensions are canceled by the Roman Catholic Diocese of Dallas which is the garage fee owner) which provide for extension to 2097. Additionally, the KPMG Plaza at Hall Arts Whole Loan documents include a recourse carveout for losses in the event that there is (a) any termination or cancellation of any superior interests in the parking garages that results in the loss by the KPMG Plaza at Hall Arts Borrower of a valid enforceable license to use the parking spaces or (b) any termination or cancellation of the Parking Agreement.

 

COVID-19 Update. As of May 4, 2020, the KPMG Plaza at Hall Arts Property is open, however most, if not all, tenants are working remotely. Occupancy at the KPMG Plaza at Hall Arts Property remains 97.1% as of the May 1, 2020 rent roll. The May debt service payment has been made. Tenants representing 98.5% of in-place base rent have paid rent for April 2020. As of May 8, 2020, tenants representing 92.6% of in-place base rent have paid rent for May 2020. Two restaurant tenants, representing approximately 1.5% of underwritten base rent, received rent assistance for April 2020. As of the date hereof, the KPMG Plaza at Hall Arts Whole Loan is not subject to any modification or forbearance request.

 

Major Tenants. The largest tenant at the KPMG Plaza at Hall Arts Property, KPMG, leases 207,292 square feet (44.9% of NRA) through July 2030 with three, five-year extension options remaining. KPMG has expanded its space twice since initial occupancy, most recently in November 2019. KPMG leases 207,292 square feet, with the most recent 13,750 square foot expansion lease commencing as of November 2019. KPMG is expected to take occupancy of the 13,750 square foot expansion space in the summer of 2020. KPMG was formed in 1987 and provides accounting, consulting, tax and legal, financial advisory and assurance services across 147 countries and territories. During the fiscal year of 2019, KPMG had 189,000 employees and generated $29.75 billion in revenue worldwide. KPMG strategically relocated from its previous Downtown Dallas office building into the Dallas Arts District in 2015 as part of a larger corporate real estate strategy focused on creating workplaces that are intended to recruit and retain top talent. KPMG reportedly grew its Dallas workforce by 20% in the first year at the KPMG Plaza at Hall Arts 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.

 

28 

 

 

Office – CBD Loan #3 Cut-off Date Balance:   $43,700,000
2323 Ross Avenue KPMG Plaza at Hall Arts Cut-off Date LTV:   46.6%
Dallas, TX 75201   U/W NCF DSCR:   2.90x
    U/W NOI Debt Yield:   10.5%

 

The second largest tenant at the KPMG Plaza at Hall Arts Property, Jackson Walker, leases 108,149 square feet (23.4% of NRA) through December 2030 (104,064 square feet) and June 2022 (4,085 square feet) with three, five-year extension options remaining. Jackson Walker is a Texas-based law firm with more than 360 attorneys. One of the largest law firms in Texas, Jackson Walker has seven offices across Texas and is headquartered at the KPMG Plaza at Hall Arts Property. Jackson Walker has been a tenant at the KPMG Plaza at Hall Arts Property since January 2016 and expanded into an additional 4,085 square feet in November 2018.

 

The third largest tenant at the KPMG Plaza at Hall Arts Property, Bell Nunnally, leases 41,693 square feet (9.0% of NRA) through July 2034 with two, five-year extension options remaining. Founded in 1980, Bell Nunnally is a full-service law firm that provides transactional and litigation services to a national and international client base ranging from start-up businesses to Fortune 500 companies. With over 60 attorneys, Bell Nunnally is among the 25 largest firms in North Texas and the 60 largest firms in Texas and has been a tenant at the KPMG Plaza at Hall Arts Property since June 2018.

 

The following table presents certain information relating to the tenancy at the KPMG Plaza at Hall Arts Property:

 

Major Tenants

 

Tenant Name Credit
Rating
(Fitch/
Moody’s/
S&P)
Tenant
NRSF
% of
NRSF

Annual
U/W Base

Rent PSF(1)

Annual
U/W Base
Rent(1)
% of Total
Annual
U/W Base
Rent
Lease
Expiration
Extension Options Term.
Option (Y/N)
KPMG LLP(2) NR / NR / NR 207,292 44.9% $40.33 $8,359,219 44.8% 7/26/2030 3, 5-year Y
Jackson Walker L.L.P.(3) NR / NR / NR 108,149 23.4% $39.23 $4,242,884 22.8% 12/31/2030 3, 5-year Y
Bell Nunnally & Martin LLP(4) NR / NR / NR 41,693 9.0% $50.67 $2,112,668 11.3% 7/31/2034 2, 5-year Y
Serendipity Labs, Inc. NR / NR / NR 28,396 6.2% $48.20 $1,368,687 7.3% 9/30/2028 2, 5-year N
Hall Financial Group, Ltd.(5) NR / NR / NR 20,114 4.4% $46.90 $943,278 5.1% 3/31/2026 None Y
Teknion, LLC NR / NR / NR 7,988 1.7% $51.58 $412,021 2.2% 10/31/2026 None N
Spencer Stuart, Inc. NR / NR / NR 6,598 1.4% $49.13 $324,160 1.7% 8/19/2022 1, 5-year N
UMB Bank, n.a. (6) A / NR / A- 5,887 1.3% $48.12 $283,292 1.5% 7/8/2025 2, 5-year N
Musume by Kenichi NR / NR / NR 5,616 1.2% $35.61 $200,000 1.1% 2/28/2028 2, 5-year N
Centennial Bank NR / NR / NR 3,958 0.9% $47.39 $187,570 1.0% 6/30/2022 1, 5-year N
Gillbert & Keller Production NR / NR / NR 2,702 0.6% $10.00 $27,020 0.1% 5/31/2027 2, 5-year N
Rock Libations, L.P. NR / NR / NR 2,144 0.5% $40.00 $85,760 0.5% 2/8/2028 2, 5-year N
Spindletop Exploration Company, Inc. NR / NR / NR 1,937 0.4% $50.72 $98,236 0.5% 6/30/2022 None N
Total Major Tenants:   442,474 95.9% $42.14 $18,644,795 100.0%      
Vacant Space(7)   18,832 4.1%            
Collateral Total   461,306 100.0%            
                   

 

(1)Based on the underwritten rent roll, including rent increases occurring through January 2021.
(2)KPMG’s rent was underwritten on a straight-line basis. KPMG has a one-time right to terminate its lease for its entire space effective July 2025 with twelve months’ notice and an estimated termination fee of $12.8 million. KPMG also has an option to reduce its leased space by up to 26,094 square feet or one full floor effective July 2025 with twelve months’ notice and estimated contraction fees of $593,000 if it vacates the 16th floor only, or $781,000 if it vacates the 7th floor only.
(3)Jackson Walker has a one-time right to terminate its lease effective January 2027 with twelve months’ notice (applicable to 104,064 square feet) and an estimated termination fee of $3.6 million. Alternatively, if Jackson Walker chooses not to exercise the termination option on its original space (104,064 square feet), it will also have an option to reduce its space by up to one full floor effective January 2027 with twelve months’ notice and an estimated contraction fee of $904,000. Jackson Walker has lease expirations in December 2030 (104,064 SF) and June 2022 (4,085 SF).
(4)Bell Nunnally has a one-time right to terminate its lease effective July 31, 2029 with twelve months’ notice with an estimated termination fee of $4.0 million.
(5)Hall Financial Group, Ltd. has an ongoing termination option effective any time after November 15, 2020 upon 30 days’ notice for Suite 730. The tenant has an ongoing termination option for Suite 200.
(6)Ratings provided are for UMB Bank Financial Corporation, which is the guarantor on the lease.
(7)Vacant Space includes dark 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.

 

29 

 

 

Office – CBD Loan #3 Cut-off Date Balance:   $43,700,000
2323 Ross Avenue KPMG Plaza at Hall Arts Cut-off Date LTV:   46.6%
Dallas, TX 75201   U/W NCF DSCR:   2.90x
    U/W NOI Debt Yield:   10.5%

 

The following table presents certain information relating to the lease rollover schedule at the KPMG Plaza at Hall Arts Property:

 

Lease Expiration Schedule(1)

 

Year Ending
December 31,
No.
of Leases
Expiring(2)
Expiring
NRSF(2)
% 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
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 4 16,578 3.6% 16,578 3.6% $805,800 4.3% $48.61
2023 0 0 0.0% 16,578 3.6% $0 0.0% $0.00
2024 0 0 0.0% 16,578 3.6% $0 0.0% $0.00
2025 1 5,887 1.3% 22,465 4.9% $283,292 1.5% $48.12
2026 2 28,102 6.1% 50,567 11.0% $1,355,299 7.2% $48.23
2027 1 2,702 0.6% 53,269 11.5% $27,020 0.1% $10.00
2028 3 36,156 7.8% 89,425 19.4% $1,654,447 8.8% $45.76
2029 0 0 0.0% 89,425 19.4% $0 0.0% $0.00
2030 2 311,356 67.5% 400,781 86.9% $12,406,268 65.7% $39.85
2031 & Beyond 1 41,693 9.0% 442,474 95.9% $2,112,668 11.2% $50.67
Dark(3) 1 5,530 1.2% 448,004 97.1% $226,730 1.2% $41.00
Vacant NAP 13,302 2.9% 461,306 100.0% $0 0.0% $0.00
Total 15 461,306 100.0%     $18,871,525(4) 100.0% $42.12(4)
(1)Based on the underwritten rent roll. Rent includes base rent and rent increases occurring through January 2021.
(2)Certain tenants have more than one lease. In addition, certain tenants may have lease termination options that are exercisable prior to the originally stated expiration date.
(3)The Stephan Pyles restaurant space became dark in January 2020.
(4)Total includes dark space but excludes vacant space.

 

The following table presents historical occupancy percentages at the KPMG Plaza at Hall Arts Property:

 

Historical Occupancy(1)

 

12/31/2017(2)

12/31/2018(2)

12/1/2019(3)

80.8% 93.7% 95.9%
  
(1)Historical Occupancy based on the date that each of the leases commenced.
(2)Information obtained from the KPMG Plaza at Hall Arts Borrower.
(3)Based on the December 2019 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.

 

30 

 

 

Office – CBD Loan #3 Cut-off Date Balance:   $43,700,000
2323 Ross Avenue KPMG Plaza at Hall Arts Cut-off Date LTV:   46.6%
Dallas, TX 75201   U/W NCF DSCR:   2.90x
    U/W NOI Debt Yield:   10.5%

 

Operating History and Underwritten Net Cash Flow. The following table presents certain information relating to the underwritten net cash flow at the KPMG Plaza at Hall Arts Property:

 

Cash Flow Analysis

 

  2017 2018 TTM
10/31/2019
U/W(1)(2) %(3) U/W $ PSF
Base Rent $17,500,290 $17,704,659 $17,663,797 $18,871,525 92.2% $40.91
Vacant Income 0 0 0 581,341 2.8 1.26
Gross Potential Rent $17,500,290 $17,704,659 $17,663,797 $19,452,865 95.1% $42.17
Total Reimbursements

603,996

704,874

1,069,844

1,010,380

4.9

2.19

Net Rental Income $18,104,286 $18,409,533 $18,733,641 $20,463,246 100.0% $44.36
Other Income 13,204 53,441 56,662 25,040 0.1 0.05
(Vacancy/Collection Loss)

0

0

0

(1,023,162)

(5.0)

(2.22)

Effective Gross Income $18,117,490 $18,462,974 $18,790,303 $19,465,123 95.1% $42.20
Total Expenses

$6,416,994

$7,210,577

$7,563,120

$7,713,107

39.6%

$16.72

Net Operating Income $11,700,496 $11,252,397 $11,227,183 $11,752,016 60.4% $25.48
TI/LC 0 0 0  461,306 2.4 1.00
Replacement Reserves 0 0 0  92,261 0.5 0.20
Net Cash Flow $11,700,496 $11,252,397 $11,227,183 $11,198,449 57.5% $24.28
             
NOI DSCR 3.03x 2.91x 2.91x 3.04x    
NCF DSCR 3.03x 2.91x 2.91x 2.90x    
NOI Debt Yield 10.5% 10.1% 10.1% 10.5%    
NCF Debt Yield 10.5% 10.1% 10.1% 10.0%    

 

(1)U/W Base Rent includes $333,243 in straight-line rent associated with the KPMG tenant and rent steps through January 2021.
(2)For the avoidance of doubt, no COVID-19 specific adjustments have been incorporated in the lender U/W.
(3)Represents percent of Net Rental Income for all revenue lines and represents percent of Effective Gross Income for the remainder of fields.

 

Appraisal. The appraiser concluded to an “as-is” Appraised Value for the KPMG Plaza at Hall Arts Property of $239,800,000 as of November 25, 2019.

 

Environmental Matters. According to the Phase I environmental site assessment dated August 2, 2019, there was no evidence of any recognized environmental conditions at the KPMG Plaza at Hall Arts Property.

 

Market Overview and Competition. The KPMG Plaza at Hall Arts Property is located in the Dallas Arts District, which falls within the Dallas central business district (“CBD”) submarket and is also considered to be part of the Uptown/Turtle Creek office submarket. The transformation of the Dallas Arts District began in 2012 upon the completion of Klyde Warren Park, a 5.2-acre urban green space built over the recessed Woodall Rodgers Freeway between Pearl and St. Paul streets. Klyde Warren Park provides an expansive pedestrian-friendly green space that bridges the gap between the Dallas Arts District and the Uptown area. According to a third-party market data provider, Ross Avenue is now commonly viewed as the new boundary for the Uptown/CBD office markets, with some of the most valuable land in the overall market area now located at this intersection. As a result, the Dallas Arts District office buildings compete with the Uptown submarket for tenants. The Uptown submarket is one of the better performing submarkets in Dallas and is more reflective of the Dallas Arts District location.

 

According to a third-party market research provider, as of the third quarter of 2019, the Uptown submarket has a total inventory of 16.0 million square feet with rental rates of $42.30 per square foot, representing the highest asking rates across the Dallas submarkets. The Uptown submarket has a vacancy rate of 13.2% and a positive net absorption of 81,470 square feet. The competitive set per the appraisal includes five properties ranging in occupancy from 80.0% to 98.0%, with a weighted average occupancy of 86.9%. The unadjusted asking rents per square foot for office space range from $26.50 to $41.00 per square foot (NNN), with a weighted average of $31.90 per square foot (NNN). Based on the appraiser’s concluded market rents of $48.50 per square foot (NNN) for office space and $40.00 per square foot (NNN) for retail space, the KPMG Plaza at Hall Arts Property’s weighted average underwritten rents are 12.5% and 25.3% below market for office and retail space, 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.

 

31 

 

 

Office – CBD Loan #3 Cut-off Date Balance:   $43,700,000
2323 Ross Avenue KPMG Plaza at Hall Arts Cut-off Date LTV:   46.6%
Dallas, TX 75201   U/W NCF DSCR:   2.90x
    U/W NOI Debt Yield:   10.5%

 

The following table presents certain information relating to the appraiser’s market rent conclusions for the KPMG Plaza at Hall Arts Property:

 

Market Rent Summary(1)

 

  Office Space Restaurant/Retail
NRA (SF) 445,314 15,992
Market Rent (PSF) $47.00 - $49.50 $38.00 - $42.00
Lease Term (Years) 10 years 10 years
Lease Type (Reimbursements) Base Yr. + Elect NNN
Rent Increase Projection 1%/yr. $0.50/SF/yr.

 

(1)Information obtained from the appraisal.

 

The table below presents certain information relating to comparable sales pertaining to the KPMG Plaza at Hall Arts Property identified by the appraiser:

 

Comparable Sales(1)

 

Property Name Location Rentable Area (SF) Sale Date Actual Sale Price Adjusted Sale Price Sale Price (PSF)
2000 McKinney Office Building Dallas, TX 447,595 Aug-16 $226,000,000 $226,000,000 $505
17Seventeen McKinney Dallas, TX 369,017 Sep-16 $190,000,000 $190,000,000 $515
2525 McKinnon Office Dallas, TX 111,722 Jan-17 $46,800,000 $46,800,000 $419
The Berkshire Office Building Dallas, TX 188,920 Sep-17 $68,500,000 $72,490,000 $384
1900 Pearl Dallas, TX 261,400 Apr-17 $181,500,000 $181,500,000 $694
Cawley Fourteen 555 Center Dallas, TX 258,743 Sep-17 $103,000,000 $104,896,790 $405

 

(1)Information obtained from the appraisal.

 

The following tables present certain information relating to comparable office leases for the KPMG Plaza at Hall Arts Property:

 

Comparable Leases(1)

 

Property Name/Location Year Built/ Renovated NRA (SF) Distance from Subject Occupancy Tenant Tenant Size (SF) Lease Start Date Lease Term (YRS) Annual Base Rent PSF Lease Type

One Arts Plaza

1722 Routh Street,

Dallas, TX

2007 530,236 0.4 miles 95% West Monroe Partners 11,767 Jan-19 7.5

$30.00

$25.66

NNN

JP Morgan Chase Tower

2200 Ross Avenue,

Dallas, TX

1987 1,253,343 0.4 miles 80%

Gordon Rees, et al

Savills Studley

Ron Haddock Interests

9,213

8,131

826

Nov-18

Feb-18

Sep-17

12.5

7.8

3.2

$34.50

$38.00

$37.00

NNN

1900 Pearl

1900 North Pearl Street,

Dallas, TX

2018 261,400 0.2 miles 90% Quoted --- --- --- $41.00 NNN

2100 McKinney

2100 McKinney Avenue,

Dallas, TX

1999 360,859 0.0 miles 98%

TPG 6TH

Vess

Benchmark Bank Lobby

17,500

4,200

1,208

Jun-19

May-19

Dec-17

7.0

7.0

6.0

$40.25

$37.00

$39.14

NNN

Rosewood Court

2101 Cedar Springs,

Dallas, TX

2008 405,291 0.2 miles 86%

Greenhill

Legacy Exploration

15,400

4,192

Oct-18

Oct-18

7.0

10.3

$35.77

$38.42

NNN

 

(1)Information obtained from the appraisal.

 

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

 

32 

 

 

Office – CBD Loan #3 Cut-off Date Balance:   $43,700,000
2323 Ross Avenue KPMG Plaza at Hall Arts Cut-off Date LTV:   46.6%
Dallas, TX 75201   U/W NCF DSCR:   2.90x
    U/W NOI Debt Yield:   10.5%

 

Escrows. At origination, the KPMG Plaza at Hall Arts Borrower deposited into escrow $1,267,335 for outstanding TI/LCs and free rent related to the KPMG expansion space.

 

Real Estate Taxes Reserve – The requirement to make monthly deposits of 1/12th of the annual estimated tax payments into the tax reserve account is waived unless a Cash Sweep Period (as defined below) is continuing.

 

Insurance Reserve – The requirement to make monthly deposits of 1/12th of the estimated insurance premiums into the insurance reserve account is waived unless a Cash Sweep Period is continuing.

 

Replacement Reserves – During the continuance of a Cash Sweep Period, on a monthly basis, the KPMG Plaza at Hall Arts Borrower is required to deposit $7,688 ($0.20 per rentable square feet annually).

 

Rollover Reserves – During the continuance of a Cash Sweep Period, on a monthly basis, the KPMG Plaza at Hall Arts Borrower is required to deposit $38,442 ($1.00 per rentable square feet annually).

 

Lockbox and Cash Management. The KPMG Plaza at Hall Arts Whole Loan is structured with a hard lockbox with springing cash management upon a Cash Sweep Period. At origination, the KPMG Plaza at Hall Arts Borrower and property manager were required to send direction letters to tenants instructing them to deposit all rents and payments into the lockbox account controlled by the lender. All funds in the lockbox account are required to be remitted to the KPMG Plaza at Hall Arts Borrower on a daily basis in the absence of a Cash Sweep Period. During the continuance of a Cash Sweep Period, all excess cash flow, after payments made in accordance with the KPMG Plaza at Hall Arts Whole Loan documents for, amongst other things, debt service, required reserves and operating expenses, will be held as additional collateral for the KPMG Plaza at Hall Arts Mortgage Loan.

 

A “Cash Sweep Period” means the occurrence of: (a) an event of default, (b) any bankruptcy action of the KPMG Plaza at Hall Arts Borrower or any affiliated or non-affiliated property manager, (c) the debt yield falling below 6.5% for the immediately preceding calendar quarter based upon the preceding trailing 12 month period, or (d) a Parking Agreement Trigger occurs.

 

A “Parking Agreement Trigger” means the occurrence of (a) a breach or default by the KPMG Plaza at Hall Arts Borrower under any condition or obligation contained in the Parking Agreement, (b) any event or condition that gives parking landlord a right to terminate or cancel the Parking Agreement, or (c) the modification, termination or cancellation of the Parking Agreement without the prior written consent of the lender.

 

Property Management. The KPMG Plaza at Hall Arts Property is managed by Stream Realty Partners – DFW, L.P., a commercial real estate service company that specializes in property management, leasing and investment sales. With over 173 million square feet of office, industrial, retail and healthcare assignments, the company participates in over $2.9 billion in transactions annually. Founded in 1996, Stream Realty Partners has over 850 real estate professionals in twelve major markets across the United States, including Austin, Dallas, Fort Worth, Houston and San Antonio. In the Dallas/Fort Worth Market, Stream Realty Partners manages over 46 million square feet with 114 property management employees and 370 total dedicated team members.

 

Partial Release. Not permitted.

 

Real Estate Substitution. Not permitted.

 

Subordinate and Mezzanine Indebtedness. Not permitted.

 

Ground Lease. None.

 

Terrorism Insurance. The KPMG Plaza at Hall Arts Whole Loan documents require that the “all risk” insurance policy required to be maintained by the KPMG Plaza at Hall Arts Borrower provides coverage for terrorism in an amount equal to the full replacement cost of the KPMG Plaza at Hall Arts Property, 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.

 

33 

 

 

Multifamily - Student Housing Loan #4 Cut-off Date Balance:   $42,000,000
2539 Telegraph Avenue Panoramic Berkeley Cut-off Date LTV:   56.2%
Berkeley, CA 94704   U/W NCF DSCR:   2.25x
    U/W NOI Debt Yield:   8.8%

 

 

 

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

 

34 

 

 

No. 4 – Panoramic Berkeley
 
Mortgage Loan Information   Mortgaged Property Information
Mortgage Loan Seller: UBS AG   Single Asset/Portfolio: Single Asset

Credit Assessment

(Fitch/KBRA/Moody’s):

NR/NR/NR   Property Type – Subtype: Multifamily – Student Housing
Original Principal Balance: $42,000,000   Location: Berkeley, CA
Cut-off Date Balance: $42,000,000   Size(4): 254 Beds
% of Initial Pool Balance: 5.7%   Cut-off Date Balance Per Bed(1): $165,354
Loan Purpose: Refinance   Maturity Date Balance Per Bed(1): $165,354
Borrower Sponsors: Patrick C. Kennedy; Corigin Student Housing LLC; The Patrick and Julie Kennedy Revocable Trust Dated February 18, 2004   Year Built/Renovated: 2019/NAP
Guarantors: Patrick C. Kennedy; Corigin Student Housing LLC; The Patrick and Julie Kennedy Revocable Trust Dated February 18, 2004   Title Vesting: Fee
Mortgage Rate: 3.84762%   Property Manager: Self-managed
Note Date: March 10, 2020   Current Occupancy (As of)(5): 96.9% (4/30/2020)
Seasoning: 2 months   YE 2019 Occupancy(6): NAP
Maturity Date: April 6, 2030   YE 2018 Occupancy(6): NAP
IO Period: 120 months   YE 2017 Occupancy(6): NAP
Loan Term (Original): 120 months   YE 2016 Occupancy(6): NAP
Amortization Term (Original): NAP   Appraised Value(1): $74,700,000
Loan Amortization Type: Interest-only, Balloon   Appraised Value Per Bed(1): $294,094
Call Protection: L(26),D(90),O(4)   Appraisal Valuation Date: January 28, 2020
Lockbox Type: Hard/Springing Cash Management   Underwriting and Financial Information
Additional Debt(1)(2): Yes   TTM NOI(6): NAP
Additional Debt Type (Balance)(1)(2): Mezzanine ($10,000,000)   YE 2019 NOI(6): NAP
      YE 2018 NOI(6): NAP
      YE 2017 NOI(6): NAP
      U/W Revenues: $4,582,850
Escrows and Reserves(3)   U/W Expenses: $866,004
  Initial Monthly Cap   U/W NOI: $3,716,846
Taxes $33,600 $21,000 NAP   U/W NCF: $3,690,559
Insurance $81,199 $7,660 NAP   U/W DSCR based on NOI/NCF(1): 2.27x / 2.25x
Replacement Reserve $0 $2,193 NAP   U/W Debt Yield based on NOI/NCF(1): 8.8% / 8.8%
TI/LC Reserve $0 Springing NAP   U/W Debt Yield at Maturity based on NOI/NCF(1): 8.8% / 8.8%
Tenant Obligation Funds $347,076 $0 NAP   Cut-off Date LTV Ratio(1): 56.2%
UC Regents Non-Renewal Major Tenant Trigger Suspension $0 Springing NAP   LTV Ratio at Maturity(1): 56.2%
             
               
Sources and Uses
Sources         Uses      
Original loan amount $42,000,000   80.8%   Loan payoff $27,252,384   52.4%
Mezzanine loan amount 10,000,000   19.2%   Other debt 11,910,033   22.9
          Closing costs 665,845   1.3
          Upfront reserves 461,875   0.9
          Return of equity 11,709,863   22.5
Total Sources $52,000,000   100.0%   Total Uses $52,000,000   100.0%

 

(1)All statistical information related to the balance per unit, loan-to-value ratios, debt service coverage ratios and debt yields are based solely on the Panoramic Berkeley Mortgage Loan (as defined below). The Cut-off Date Balance Per Bed, Maturity Date Balance Per Bed, U/W DSCR based on NOI/NCF, U/W Debt Yield based on NOI/NCF, U/W Debt Yield at Maturity based on NOI/NCF, Cut-off Date LTV Ratio and LTV Ratio at Maturity based on the combined Panoramic Berkeley Mortgage Loan and the mezzanine loan are $204,724, $204,724, 1.64x / 1.63x, 7.1% / 7.1%, 7.1% / 7.1%, 69.6% and 69.6%, respectively. Notwithstanding the foregoing, the appraised value was determined prior to the emergence of the novel coronavirus pandemic, and the economic disruption resulting from measures to combat the pandemic, and all LTV metrics were calculated based on such prior information. See “Risk Factors—Coronavirus Pandemic Has Adversely Affected the Global Economy and Will Likely Adversely Affect the Performance of the Mortgage Loans” in the Preliminary Prospectus.
(2)See “Subordinate and Mezzanine Indebtedness” section below.
(3)See “Escrows” section below.

 

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

 

35 

 

 

Multifamily - Student Housing Loan #4 Cut-off Date Balance:   $42,000,000
2539 Telegraph Avenue Panoramic Berkeley Cut-off Date LTV:   56.2%
Berkeley, CA 94704   U/W NCF DSCR:   2.25x
    U/W NOI Debt Yield:   8.8%

 

(4)The Panoramic Berkeley Property (as defined below) has 70 units totalling 254 beds. Excluding the one unit leased at below-market rent in the Below Market Rent Program (“BMR Program”) and five units leased under the Section 8 Voucher Program (“Section 8 Program”), the Panoramic Berkeley Property has 235 beds. The Panoramic Berkeley Property also includes 4,434 square feet of ground floor retail space.
(5)Current Occupancy is based on per bed leased occupancy for residential units only. Based on number of units, the Panoramic Berkeley Property was 97.1% leased. The retail space is 100.0% leased to 2nd Street USA, Inc.
(6)Historical occupancy and historical financials are not available as the Panoramic Berkeley Property was constructed in 2019.

 

The Mortgage Loan. The mortgage loan (the “Panoramic Berkeley Mortgage Loan”) is evidenced by two promissory notes secured by a first priority mortgage encumbering the fee interest in a 254-bed student housing property located in Berkeley, California (the “Panoramic Berkeley Property”).

 

The Borrower and Borrower Sponsors. The borrower is 2539 Telegraph LLC (the “Panoramic Berkeley Borrower”), a Delaware limited liability company and single purpose entity with one independent director. Legal counsel to the Panoramic Berkeley Borrower delivered a non-consolidation opinion in connection with the origination of the Panoramic Berkeley Mortgage Loan. The borrower sponsors and non-recourse carveout guarantors are Patrick C. Kennedy, The Patrick and Julie Kennedy Revocable Trust Dated February 18, 2004, and Corigin Student Housing LLC.

 

Patrick C. Kennedy is the owner of Panoramic Interests, a development firm that has been building housing, live-work space, and commercial property in San Francisco and Berkeley since 1990. Its work in downtown Berkeley and San Francisco includes 15 projects, including more than 1,000 new units of housing and 100,000 square feet of commercial space. From 1998-2004, Panoramic Interests built seven new mixed-use apartment buildings in downtown Berkeley, becoming the largest private landlord of UC Berkeley students. Equity Residential REIT purchased the portfolio in April 2007 for approximately $146 million, the largest real estate transaction in Berkeley’s history. Panoramic Interests is now building CITYSPACES®, a collection of residences constructed throughout walkable neighborhoods in San Francisco and Berkeley.

 

Corigin Real Estate Group (“Corigin”), manager of Corigin Student Housing LLC, is a private holding company specializing in real estate and venture capital through Corigin Real Estate Group and Corigin Ventures, respectively. Corigin is based in New York and is led by Ryan Freedman, its chairman and chief executive officer. Corigin’s Real Estate Group is a developer, owner and operator of New York City real estate. Corigin’s platform spans development, multi-family rental apartments, student housing, property management and lending. Corigin Ventures is an early-stage investor of capital and supports tech-enabled startups.

 

The Property. The Panoramic Berkeley Property is a 70-unit class A multifamily building, containing 254 student housing beds, with 44 units master-leased to The Regents of the University of California (Fitch/Moody’s/S&P: AA-/Aa2/AA), one BMR Program unit, five Section 8 Program units, and 20 market rate units. In addition, the Panoramic Berkeley Property contains 4,434 square feet of ground floor retail space 100.0% leased to 2nd Street USA, Inc. The Panoramic Berkeley Property is located at 2539 Telegraph Avenue in Berkeley, California, approximately five blocks south of the University of California at Berkeley (“UC Berkeley”) campus. Completed in 2019, the Panoramic Berkeley Property is a six-story student housing building totaling 44,893 square feet comprised of six studio one-bath suites, 13 three-bed one-bath suites, six four-bed one-bath suites, 40 four-bed 1.5-bath suites, and five five-bed 1.5-bath suites with an average unit size of 660 square feet, including one three-bed one-bath unit that is part of the BMR Program and one studio one-bath unit, one three-bed one-bath unit and three four-bed 1.5-bath units that are part of the Section 8 Program. The Panoramic Berkeley Property is required under a deed restriction with the City of Berkeley to lease six of the units at below market rents. As of the April 30, 2020 rent roll, the Panoramic Berkeley Property was 96.9% leased.

 

Unit amenities include single-occupancy studio/one-bath, three-bedroom/one-bath, four-bedroom/one-bath, four-bedroom/1.5-bath and five-bedroom/1.5-bath apartments that are fully furnished and feature 9-foot ceilings, operable windows, engineered soundproofing, bay windows, individually controlled heat and ventilation, and USB plugs in every room. The kitchens in each unit feature high-efficiency stainless steel appliances, Formica countertops, a refrigerator, an electric range/oven, a built-in microwave, a dishwasher, and a sink with garbage disposal. Bathrooms contain a tub/shower combination, a wall-mounted medicine cabinet with vanity mirror, and a heated towel rack.

 

Community amenities available to all residents include a rooftop deck, a central courtyard, lounge space for study and social gatherings, secured indoor bicycle storage for up to 156 bikes, storage lockers, vending machines, on-site management and maintenance, a controlled entry and elevator system, text messaging laundry services on every floor, automated Luxor One parcel delivery and a garage with nine parking spaces.

 

Forty-four student housing units containing 180 beds at the Panoramic Berkeley Property are master-leased to The Regents of the University of California (Fitch/Moody’s/S&P: AA-/Aa2/AA) at an average rental rate of $5,686 per unit/month or $8.46 PSF, increasing 2% annually throughout the full term of the lease. The Regents of the University of California is the governing board of the University of California system. The Regents of the University of California’s lease has an initial term of five years through August 2024 with no renewal options and no termination options. Twenty multifamily units are leased at market rents at an average rental rate of $4,420 per unit/month or $7.48 PSF, one multifamily unit is leased at below-market rents in the BMR Program at a rental rate of $2,338 per unit/month or $3.71 PSF, and five multifamily units (60.0% leased) are leased under the Section 8 Program at an average rental rate of $2,368 per unit/month or $4.63 PSF.

 

The ground floor includes a 4,434 square foot retail space that is leased to 2nd Street USA, Inc. on a 10-year lease at an initial annual rent of $30.50 PSF. 2nd Street USA, Inc.’s lease has two, five-year renewal options and a one-time termination option no earlier than the 60th full calendar month following the lease commencement date and effective 120 days after notice is received from the landlord

 

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

 

 

Multifamily - Student Housing Loan #4 Cut-off Date Balance:   $42,000,000
2539 Telegraph Avenue Panoramic Berkeley Cut-off Date LTV:   56.2%
Berkeley, CA 94704   U/W NCF DSCR:   2.25x
    U/W NOI Debt Yield:   8.8%

 

along with payment of the unamortized balance, as of the termination date, of the tenant improvement allowance amortized over its useful life. 2nd Street USA, Inc. is expected to open for business in the summer of 2020 according to the borrower sponsors. 2nd Street USA, Inc. is a second-hand clothing store with high quality designer and vintage items, unique and trendy clothing, and shoes.

 

The following table presents certain information relating to the unit mix of the Panoramic Berkeley Property:

Unit Mix Summary(1)

 

Unit Type Total No. of Beds % of Total Beds Total No. of Units % of Total Units Occ. %(2) Average Unit Size (SF) Total Size (SF)

Average Underwritten Monthly Rent

per Bed(3)

Average Underwritten Monthly Rent

per Unit(3)

Studio / 1 Bathroom – Market 5 2.0% 5 7.1% 100.0% 352 1,760 $2,480 $2,480
Studio / 1 Bathroom – Section 8 1 0.4% 1 1.4% 100.0% 352 352 $1,549 $1,549
3 Bedroom / 1 Bathroom – UCB 3 1.2% 1 1.4% 100.0% 546 546 $1,390 $4,170
3 Bedroom / 1 Bathroom – Market 30 11.8% 10 14.3% 100.0% 603 6,028 $1,543 $4,630
3 Bedroom / 1 Bathroom – BMR 3 1.2% 1 1.4% 100.0% 631 631 $779 $2,338
3 Bedroom / 1 Bathroom – Section 8 3 1.2% 1 1.4% 100.0% 546 546 $779 $2,338
4 Bedroom / 1 Bathroom – UCB 24 9.4% 6 8.6% 100.0% 619 3,716 $1,390 $5,560
4 Bedroom / 1.5 Bathroom – UCB 128 50.4% 32 45.7% 100.0% 663 21,212 $1,390 $5,560
4 Bedroom / 1.5 Bathroom – Market 20 7.9% 5 7.1% 100.0% 807 4,037 $1,485 $5,940
4 Bedroom / 1.5 Bathroom – Section 8 12 4.7% 3 4.3% 33.3% 658 1,974 $804 $3,217
5 Bedroom / 1.5 Bathroom – UCB 25 9.8% 5 7.1% 100.0% 818 4,091 $1,390 $6,950
Total/Weighted Average 254 100.0% 70 100.0% 96.9% 660 44,893 $1,415 $5,118

 

(1)Information obtained from the underwritten rent roll.
(2)Occ. % is based on per bed leased occupancy as of April 30, 2020. Based on number of units, the Panoramic Berkeley Property was 97.1% leased.
(3)Average Underwritten Monthly Rent per Bed and Average Underwritten Monthly Rent per Unit exclude vacant space.

 

The following table presents historical occupancy percentages at the Panoramic Berkeley Property:

 

Historical Occupancy

 

12/31/2016(1)

12/31/2017(1)

12/31/2018(1)

12/31/2019(1)

4/30/2020(2)

NAP NAP NAP NAP 96.9%

 

(1)Historical occupancy is not available as the Panoramic Berkeley Property was constructed in 2019.
(2)Information obtained from the underwritten rent roll dated April 30, 2020. Current occupancy is based on per bed leased occupancy for residential units only. Based on number of units, the Panoramic Berkeley Property was 97.1% leased. The retail space is 100.0% leased to 2nd Street USA, Inc.

 

COVID-19 Update. As of the May 2020 payment, the residential portion of the Panoramic Berkeley Property was open and operating, however, the common areas have been closed due to the State of California’s stay at home order. As of the date hereof, 99.8% and 97.7% of rent for the leased residential units had been collected for the months of April 2020 and May 2020, respectively. The May 2020 debt service payment for both the mortgage loan and mezzanine loan have been made by the Panoramic Berkeley Borrower. As of the date hereof, the Panoramic Berkeley Mortgage Loan is not subject to any modification or forbearance request.

 

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

 

 

Multifamily - Student Housing Loan #4 Cut-off Date Balance:   $42,000,000
2539 Telegraph Avenue Panoramic Berkeley Cut-off Date LTV:   56.2%
Berkeley, CA 94704   U/W NCF DSCR:   2.25x
    U/W NOI Debt Yield:   8.8%

 

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 Panoramic Berkeley Property:

 

Cash Flow Analysis(1)

 

  U/W(2)(3) %(4) U/W $ per Bed
Base Rent $4,360,691 92.3% $17,168
Grossed Up Vacant Space

94,680

2.0

373

Gross Potential Rent $4,455,371 94.3% $17,541
Other Rental Income(5) 169,463 3.6 667
Other Income(6)

99,390

2.1

391

Net Rental Income $4,724,224 100.0% $18,599
(Vacancy) (141,374)(7) (3.2) (557)
(Concessions & Credit Loss)

0

0.0

0

Effective Gross Income $4,582,850 97.0% $18,043
       
Real Estate Taxes(8) 192,334 4.2 757
Insurance 91,923 2.0 362
Management Fee 137,485 3.0 541
Other Operating Expenses

444,262

9.7

1,749

Total Operating Expenses $866,004 18.9% $3,409
       
Net Operating Income $3,716,846 81.1% $14,633
Capital Expenditures

26,287

0.6

103

Net Cash Flow $3,690,559 80.5% $14,530
       
NOI DSCR 2.27x    
NCF DSCR 2.25x    
NOI Debt Yield 8.8%    
NCF Debt Yield 8.8%    
(1)Historical cash flows are not available as the Panoramic Berkeley Property was constructed in 2019.
(2)U/W Base Rent includes (i) rent steps totaling $60,048 and (ii) straight-line rent totaling $124,139.
(3)For the avoidance of doubt, no COVID-19 specific adjustments have been incorporated in the lender U/W.
(4)Represents (i) percent of Net Rental Income for all revenue fields, (ii) percent of Gross Potential Rent for Vacancy and Concessions & Credit Loss and (iii) percent of Effective Gross Income for all other fields.
(5)Other Rental Income includes base rent associated with the 4,434 square foot ground floor retail space.
(6)Other Income primarily includes miscellaneous income generated from parking, application fees, ATM fees, and washer/dryer fees.
(7)The underwritten economic vacancy is 3.2%. Based on number of beds, the Panoramic Berkeley Property was 96.9% leased as of April 30, 2020. Based on number of units, the Panoramic Berkeley Property was 97.1% leased.
(8)The units leased to The Regents of the University of California are exempt from real estate taxes. If such units were no longer leased to The Regents of the University of California, the Panoramic Berkeley Property would no longer benefit from such tax exemption. The Panoramic Berkeley Mortgage Loan was underwritten based on real estate taxes as abated by such tax exemption. The appraisal estimated the amount of the tax exemption to be $390,925 in the fifth year of the lease term.

 

Appraisal. The appraiser concluded to an “as-is” appraised value for the Panoramic Berkeley Property of $74,700,000 as of January 28, 2020.

 

Environmental Matters. According to the Phase I environmental site assessment dated February 3, 2020, there was no evidence of any recognized environmental conditions at the Panoramic Berkeley Property.

 

Market Overview and Competition. The Panoramic Berkeley Property is located in Berkeley in the northwest section of Alameda County directly across the San Francisco Bay from San Francisco, approximately 4.2 miles north of the Oakland central business district. The Panoramic Berkeley Property is approximately five blocks from the UC Berkeley campus at the corner of Dwight Way and Telegraph Avenue. The Panoramic Berkeley Property is located along Interstate 80, which travels southwest to San Francisco and

 

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

 

 

Multifamily - Student Housing Loan #4 Cut-off Date Balance:   $42,000,000
2539 Telegraph Avenue Panoramic Berkeley Cut-off Date LTV:   56.2%
Berkeley, CA 94704   U/W NCF DSCR:   2.25x
    U/W NOI Debt Yield:   8.8%

 

northeast to Sacramento, and Highway 24, which travels south to Oakland and east to Walnut Creek. Downtown Berkeley has numerous restaurants, movie theaters, museums, retailers and coffee bars.

 

There are three Bay Area Rapid Transit (“BART”) stations in Berkeley, providing commuter rail service throughout many parts of the Bay Area. The Downtown Berkeley BART station is located approximately 1.0 miles northwest of the Panoramic Berkeley Property, providing a 22-minute ride to San Francisco’s Financial District and a 23-minute ride to the Coliseum BART Station. The new Downtown Berkeley BART station plaza opened to the public on October 18, 2018, featuring enhanced bus and BART connectivity, pedestrian improvements and modern environmental elements. The project cost $13 million, and includes the addition of cafe tables and chairs to the highly trafficked plaza, additional sidewalk seating along Shattuck Avenue, new lighting and regular live performances.

 

Berkeley is home to UC Berkeley and the Lawrence Berkeley National Laboratory. Founded in 1868 as the University of California, UC Berkeley offers approximately 350 undergraduate and graduate degree programs in a range of disciplines with approximately 43,000 full-time students in 2019 and is the oldest of the ten major campuses affiliated with the University of California. UC Berkeley also co-manages three United States Department of Energy National Laboratories, including Lawrence Berkeley National Laboratory, and is home to many world-renowned research institutes and organizations. As of October 2019, 107 Nobel laureates have been affiliated with the university as faculty, alumni or researchers, the most of any public university in the United States and third most of any university in the world. UC Berkeley is ranked fourth on a magazine survey of 2018 Best Global Universities rankings conducted in the U.S and nearly 50 other countries.

 

According to a third party market report, the estimated 2020 population within a one-, three- and five-mile radius of the Panoramic Berkeley Property was 54,962, 223,393 and 413,086, respectively. The estimated 2020 average household income within the same radii was $112,383, $156,374 and $150,724, respectively.

 

Submarket Information – According to a third party market research report, the Panoramic Berkeley Property is situated within the Berkeley multifamily submarket. As of the fourth quarter of 2019, the submarket reported a total inventory of 16,901 units with a 3.8% vacancy rate and an average asking rental rate of $2,568 per unit.

 

Appraiser’s Competitive Set – The appraiser identified five primary competitive properties for the Panoramic Berkeley Property totaling 633 units, which reported an average occupancy rate of approximately 99.8%. The appraiser concluded to monthly market rents per unit ranging from $465 to $2,600 (see “Market Rent Summary” table below). The appraisal identified three new construction projects in the immediate area that are expected to come online in the near future. The first, The Durant, a 58-unit, 72-bed facility, is expected to be completed in August 2020. The second, Standard at Berkeley, a 122-unit, 331-bed facility, is expected to be completed in August 2021. The third, The Den, a 40-unit, 160-bed facility, has not yet begun construction. Campus enrollment has grown by 22.4% between the 2010-2011 and 2019-2020 academic years, reaching approximately 43,000 students in total fall average enrollment in 2019.

 

Market Rent Summary(1)

 

Unit Type Total No. of
Beds
Total No. of
Units
Market Monthly
Rent per Unit
Market Monthly
Rent per SF
Studio / 1 Bathroom – Market 5 5 $2,600 $7.39
Studio / 1 Bathroom – Section 8 1 1 $1,549 $4.40
3 Bedroom / 1 Bathroom – UCB 3 1 $1,550 $8.52
3 Bedroom / 1 Bathroom – Market 30 10 $1,650 $8.21
3 Bedroom / 1 Bathroom – BMR 3 1 $465 $2.21
3 Bedroom / 1 Bathroom – Section 8 3 1 $1,072 $5.89
4 Bedroom / 1 Bathroom – UCB 24 6 $1,450 $9.36
4 Bedroom / 1.5 Bathroom – UCB 128 32 $1,500 $9.05
4 Bedroom / 1.5 Bathroom – Market 20 5 $1,575 $7.80
4 Bedroom / 1.5 Bathroom – Section 8 12 3 $986 $6.00
5 Bedroom / 1.5 Bathroom – UCB 25 5 $1,500 $9.17
Total/Weighted Average 254 70 $1,560 $8.48

 

(1)Information obtained from the appraisal.

 

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

 

39 

 

 

Multifamily - Student Housing Loan #4 Cut-off Date Balance:   $42,000,000
2539 Telegraph Avenue Panoramic Berkeley Cut-off Date LTV:   56.2%
Berkeley, CA 94704   U/W NCF DSCR:   2.25x
    U/W NOI Debt Yield:   8.8%

 

The following table presents certain information relating to comparable multifamily properties for the Panoramic Berkeley Property:

 

Competitive Set(1)

 

  Panoramic Berkeley (Subject) Garden Village StoneFire Apartments Metropolitan Varsity Berkeley Maximinio Martinez Commons
Location Berkeley, CA Berkeley, CA Berkeley, CA Berkeley, CA Berkeley, CA Berkeley, CA
Distance to Subject -- 0.4 miles 0.8 miles 0.4 miles 0.6 miles 0.2 miles
Property Subtype Student Housing Student Housing Student Housing Student Housing Student Housing Student Housing
Year Built/Renovated 2019/NAP 2016/NAP 2017/NAP 2014/NAP 2015/NAP 2012/NAP
Number of Units 70 236 98 163 79 57
Average Monthly Rent (per unit)            
Studio $1,549-$2,480 NAP $3,333 $2,100-$2,200 $2,800-$3,000 NAP
3 Bedroom $2,338-$4,630 NAP NAP $1,675-$1,725 $1,840-$1,940 NAP
4 Bedroom $3,217-$5,940 $1,694 NAP $1,550-$1,700 NAP $1,347
5 Bedroom $6,950 NAP NAP NAP NAP NAP
Occupancy 96.9%(2) 100.0% 99.0% 100.0% 100.0% 100.0%
(1)Information obtained from the appraisal and underwritten rent roll.
(2)Occupancy is based on per bed leased occupancy for residential units only. Based on number of units, the Panoramic Berkeley Property was 97.1% leased. The retail space is 100.0% leased to 2nd Street USA, Inc.

 

Escrows.

 

Real Estate Taxes – The Panoramic Berkeley Mortgage Loan documents require an upfront real estate tax reserve of $33,600 and ongoing monthly real estate tax reserves in an amount equal to one-twelfth of the real estate taxes that the lender estimates will be payable during the next 12 months (initially $21,000).

 

Insurance – The Panoramic Berkeley Mortgage Loan documents require an upfront insurance reserve of $81,199 and ongoing monthly insurance reserves in an amount equal to one-twelfth of the insurance premiums that the lender estimates will be payable for the renewal of the coverage during the next 12 months (initially $7,660, currently in place). Insurance escrows are waived so long as an acceptable blanket policy is in place and the Panoramic Berkeley Borrower provides the lender evidence of renewal of such policy.

 

Replacement Reserve – The Panoramic Berkeley Mortgage Loan documents require ongoing monthly replacement reserves of $2,193.

 

TI/LC Reserve – If any commercial or retail tenant at the Panoramic Berkeley Property does not extend or renew its lease upon terms and conditions reasonably acceptable to the lender, on or prior to 12 months prior to the then applicable expiration date under its lease, the Panoramic Berkeley Mortgage Loan documents require ongoing monthly rollover reserves (or letter of credit in lieu thereof) equal to $25 per square foot of the space then demised under the applicable lease for tenant improvements and leasing commissions that may be incurred with respect to the commercial and retail portions of the Panoramic Berkeley Property.

 

Tenant Obligation Funds – The Panoramic Berkeley Mortgage Loan documents require an upfront unfunded TI/LC funds reserve of $347,076. The unfunded TI/LC funds reserve consists of (i) $56,349 for free rent under the retail lease, (ii) $221,700 for tenant improvements allowance under the retail lease, (iii) $35,000 for floor slab allowance under the retail lease and (iv) $34,027 for leasing commissions under or relating to the retail lease.

 

UC Regents Non-Renewal Major Tenant Trigger Suspension – Provided no other Major Tenant Trigger Event (as defined below) has occurred and is continuing, upon the occurrence of a Major Tenant Trigger Event described in clause (i) of the definition thereof with respect to The Regents of the University of California, the Panoramic Berkeley Borrower will have the right to deposit with the lender cash or a letter of credit in an amount equal to $750,000 (the “UC Regents Non-Renewal Major Tenant Trigger Suspension Deposit”). Upon making such deposit, such Major Tenant Trigger Event will be deemed not to occur.

 

Lockbox and Cash Management. The Panoramic Berkeley Mortgage Loan is structured with a hard lockbox, which is already in place, and springing cash management. The Panoramic Berkeley Borrower is required to direct tenants to pay rent directly into such lockbox account and all rents received directly by the Panoramic Berkeley Borrower or the property manager are required to be deposited into the lockbox account within three business days of receipt. Prior to the occurrence of a Cash Management Trigger Event (as defined below), all funds in the lockbox account are required to be distributed to the Panoramic Berkeley Borrower. During a Cash Management Trigger Event, funds in the lockbox account are required to be swept to a lender-controlled cash management account and applied to debt service, reserves and operating expenses as provided in the Panoramic Berkeley Mortgage Loan documents, and during a Cash Sweep Event Period (as defined below), all excess funds are required to be swept to an excess cash flow subaccount controlled by the lender.

 

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

 

(i)the occurrence and continuance of an event of default;
(ii)any bankruptcy action involving the Panoramic Berkeley Borrower, the guarantors, or the property manager;
(iii)the net operating income combined debt service coverage ratio falling below 1.05x;
(iv)the indictment for fraud of misappropriation of funds by Panoramic Berkeley Borrower, the guarantors, or the property manager; or
(v)a Major Tenant Trigger Event.

 

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

 

40 

 

 

Multifamily - Student Housing Loan #4 Cut-off Date Balance:   $42,000,000
2539 Telegraph Avenue Panoramic Berkeley Cut-off Date LTV:   56.2%
Berkeley, CA 94704   U/W NCF DSCR:   2.25x
    U/W NOI Debt Yield:   8.8%

 

A Cash Management Trigger Event 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 filing being discharged, stayed or dismissed within 90 days for the Panoramic Berkeley Borrower or the guarantors, or within 120 days for the property manager, and lender’s determination that such filing does not materially affect the Panoramic Berkeley Borrower’s, the guarantors’, or the property manager’s monetary obligations;

with regard to clause (iii), the net operating income combined debt service coverage ratio being equal to or greater than 1.05x for two consecutive quarters or the delivery of cash or a letter of credit in an amount to cause combined debt service coverage ratio to equal 1.05x;

with regard to clause (iv), the dismissal or acquittal of such related indictment; or

with regard to clause (v), the Major Tenant Trigger Event is cured as set forth in the definition of such term below.

 

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

 

(i)the occurrence and continuance of an event of default;
(ii)any bankruptcy action involving the Panoramic Berkeley Borrower, the guarantors, or the property manager; or
(iii)the net operating income combined debt service coverage ratio falling below 1.05x.

 

A Cash Sweep 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 filing being discharged, stayed or dismissed within 90 days for the Panoramic Berkeley Borrower or the guarantors, or within 120 days for the property manager, and lender’s determination that such filing does not materially affect the Panoramic Berkeley Borrower’s, the guarantors’, or the property manager’s monetary obligations; or

with regard to clause (iii), the net operating income combined debt service coverage ratio being equal to or greater than 1.05x for two consecutive quarters or the delivery of cash or a letter of credit in an amount to cause the combined debt service coverage ratio to equal 1.05x.

 

A “Major Tenant Trigger Event” will commence upon the occurrence of:

 

(i)on or prior to 12 months prior to the expiration date of a Major Tenant’s lease, the related Major Tenant failing to extend or renew its lease;
(ii)an event of default under a Major Tenant lease that continues for 30 days or longer beyond any applicable notice and cure period;
(iii)any Major Tenant or any guarantor of the applicable Major Tenant lease becoming insolvent or a debtor in any bankruptcy action;
(iv)a Major Tenant lease being terminated;
(v)any Major Tenant “going dark”, vacating or ceasing to occupy or conduct business at its space; or
(vi)the rating of any debt obligation issued by The Regents of the University of California being downgraded below BBB- by any of the rating agencies.

 

A Major Tenant Trigger Event will end upon the occurrence of:

 

with regard to clauses (i) through (v) above, the net operating income combined debt service coverage ratio being equal to or greater than 1.05x for two consecutive quarters or the delivery of cash or a letter of credit in an amount to cause the combined debt service coverage ratio to equal 1.05x;
with regard to clause (i) above, (x) an acceptable Major Tenant lease extension with respect to such Major Tenant space or (y) with respect to The Regents of the University of California, the Panoramic Berkeley Borrower will deposit with the lender cash or a letter of credit in an amount equal to $750,000;
with regard to clause (ii) above, a cure of the applicable event of default under the applicable Major Tenant lease;
with regard to clause (iii) above, an affirmation of the Major Tenant lease in the applicable bankruptcy proceeding and confirmation that the Major Tenant is actually paying all rents and other amounts due under its lease;
with regard to clause (iv) above, all of the applicable Major Tenant space being leased to a replacement tenant;
with regard to clause (v) above, the applicable Major Tenant having re-opened for business or the applicable Major Tenant space being leased to an acceptable replacement tenant at the Panoramic Berkeley Property; or
with regard to clause (vi) above, the rating of the relevant debt obligation issued by The Regents of the University of California is raised to no lower than BBB-.

 

A “Major Tenant” means (i) The Regents of the University of California or (ii) any tenant whose leases, either individually or when taken together with any other lease with the same tenant or affiliate tenant, (x) cover no less than 25% of the net rentable area at the Panoramic Berkeley Property or (y) require the payment of base rent that is no less than 25% of the total in-place base rent at the Panoramic Berkeley Property.

 

Property Management. The Panoramic Berkeley Property is managed by Panoramic Management, LLC, an affiliate of the borrower sponsors.

 

Partial Release. Not permitted.

 

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

 

41 

 

 

Multifamily - Student Housing Loan #4 Cut-off Date Balance:   $42,000,000
2539 Telegraph Avenue Panoramic Berkeley Cut-off Date LTV:   56.2%
Berkeley, CA 94704   U/W NCF DSCR:   2.25x
    U/W NOI Debt Yield:   8.8%

 

Real Estate Substitution. Not permitted.

 

Subordinate and Mezzanine Indebtedness. Concurrently with the funding of the Panoramic Berkeley Mortgage Loan, UBS AG funded a mezzanine loan in the amount of $10,000,000 (the “Panoramic Berkeley Mezzanine Loan”), which was sold to a third party investor. The Panoramic Berkeley Mezzanine Loan is secured by the pledge of the equity interest in the Panoramic Berkeley Borrower and is coterminous with the Panoramic Berkeley Mortgage Loan. The Panoramic Berkeley Mezzanine Loan accrues interest at a rate of 6.20000% per annum. Including the Panoramic Berkeley Mortgage Loan and Panoramic Berkeley Mezzanine Loan, the total Cut-off Date LTV, total Maturity Date LTV Ratio, total UW NCF DSCR and total UW NOI Debt Yield are 69.6%, 69.6%, 1.63x and 7.1%, respectively.

 

Ground Lease. None.

 

Terrorism Insurance. The Panoramic Berkeley Mortgage Loan documents require that the “all risk” insurance policy required to be maintained by Panoramic Berkeley Borrower provides coverage for terrorism in an amount equal to the full replacement cost of the Panoramic Berkeley 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 Panoramic Berkeley Property is located in Seismic Zone 4 and has a probable maximum loss of 11%. The Panoramic Berkeley Borrower obtained earthquake insurance with a limit of $35.0 million per occurrence and in the annual aggregate.

 

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

 

 

Multifamily – Garden Loan #5 Cut-off Date Balance:   $35,500,000
7855 Deer Springs Way Solitude at Centennial Cut-off Date LTV:   60.8%
Las Vegas, NV 89131   U/W NCF DSCR:   2.29x
    U/W NOI Debt Yield:   8.1%

 

 

 

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

 

 

No. 5 – Solitude at Centennial
 
Mortgage Loan Information   Mortgaged Property Information
Mortgage Loan Seller: Column   Single Asset/Portfolio: Single Asset

Credit Assessment

(Fitch/KBRA/Moody’s):

NR/NR/NR   Property Type – Subtype: Multifamily – Garden
Original Principal Balance: $35,500,000   Location: Las Vegas, NV
Cut-off Date Balance: $35,500,000   Size: 272 Units
% of Initial Pool Balance: 4.9%   Cut-off Date Balance Per Unit: $130,515
Loan Purpose: Acquisition   Maturity Date Balance Per Unit: $130,515
Borrower Sponsors: Blackstone Real Estate Income Trust; Kennedy Wilson Investment Company   Year Built/Renovated: 2000/2019
Guarantor: BREIT MF Holdings LLC   Title Vesting: Fee
Mortgage Rate: 3.3910%   Property Manager: Alliance Southwest, LLC
Note Date: October 30, 2019   Current Occupancy(1) (As of): 93.0% (5/4/2020)
Seasoning: 7 months   YE 2019 Occupancy: 93.9%
Maturity Date: November 1, 2029   YE 2018 Occupancy: 93.2%
IO Period: 120 months   YE 2017 Occupancy(3): NAV
Loan Term (Original): 120 months   As-Is Appraised Value(1): $58,400,000
Amortization Term (Original): NAP   As-Is Appraised Value Per Unit(1): $214,706
Loan Amortization Type: Interest-only, Balloon   As-Is Appraisal Valuation Date: October 10, 2019
Call Protection: GRTR 0.5% or YM(31),GRTR 0.5% or YM or D(82),O(7)   Underwriting and Financial Information(1)
Lockbox Type: Soft/Springing Cash Management   TTM NOI (3/31/2020): $2,790,465
Additional Debt: None   YE 2019 NOI: $2,708,686
Additional Debt Type (Balance): NAP   YE 2018 NOI: $2,315,761
      YE 2017 NOI(3): NAV  
      U/W Revenues: $4,071,136
      U/W Expenses: $1,213,243
Escrows and Reserves(2)   U/W NOI: $2,857,893
  Initial Monthly Cap   U/W NCF: $2,789,893
Taxes $0 Springing NAP   U/W DSCR based on NOI/NCF: 2.34x / 2.29x
Insurance $0 Springing NAP   U/W Debt Yield based on NOI/NCF: 8.1% / 7.9%
Replacement Reserve $0 Springing $68,000   U/W Debt Yield at Maturity based on NOI/NCF: 8.1% / 7.9%
          Cut-off Date LTV Ratio: 60.8%
          LTV Ratio at Maturity: 60.8%
             
                   
Sources and Uses
Sources         Uses      
Original loan amount $35,500,000   62.2%   Purchase price $56,300,000       98.7%
Borrower sponsor equity(4) 21,539,475   37.8      Closing costs 739,475   1.3
Total Sources $57,039,475   100.0%   Total Uses: $57,039,475     100.0%
(1)All NOI, NCF and occupancy information, as well as the appraised value, were determined prior to the emergence of the novel coronavirus pandemic, and the economic disruption resulting from measures to combat the pandemic, and all DSCR, LTV and Debt Yield metrics were calculated, and the Solitude at Centennial Mortgage Loan was underwritten, based on such prior information. See “Risk Factors—Coronavirus Pandemic Has Adversely Affected the Global Economy and Will Likely Adversely Affect the Performance of the Mortgage Loans” in the Preliminary Prospectus.

(2)See “Escrows” section below.

(3)Certain Historical occupancies and cash flows are not available because the Solitude at Centennial Property (as defined below) was acquired by the borrower sponsors at origination.

(4)The borrower sponsor equity includes the BREIT MF Holdings LLC equity contribution of $19.4 million (90% of the total borrower sponsor equity) and the Kennedy Wilson Investment Company deemed equity contribution of $2.2 million (10% of the total borrower sponsor equity).

 

The Mortgage Loan. The mortgage loan (the “Solitude at Centennial Mortgage Loan”) is evidenced by one promissory note in the original principal balance of $35,500,000. The Solitude at Centennial Mortgage Loan is secured by a first priority fee interest mortgage encumbering a multifamily property located in Las Vegas, Nevada (the “Solitude at Centennial Property”).

 

The Borrower and Borrower Sponsors. The borrowing entity is BCORE MF Solitude LLC (the “Solitude at Centennial Borrower”), a Delaware limited liability company and a special purpose entity with one independent director. Legal counsel to the Solitude at Centennial Borrower delivered a non-consolidation opinion in connection with the origination of the Solitude at Centennial Mortgage Loan. The Solitude at Centennial Borrower is owned 90.0% by BREIT MF Holdings LLC and 10.0% by affiliates of Kennedy Wilson Investment Company (“KW”). The nonrecourse carve-out guarantor is BREIT MF Holdings LLC, which is majority owned by Blackstone Real Estate Income Trust, Inc. (“BREIT”), and the borrower sponsors are BREIT and KW. The guarantor’s full recourse obligations with respect to the Solitude at Centennial Borrower filing a voluntary petition under the bankruptcy code without the lender’s consent are capped at 20% of the principal balance of the Solitude at Centennial Mortgage Loan.

 

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

 

44 

 

 

Multifamily – Garden Loan #5 Cut-off Date Balance:   $35,500,000
7855 Deer Springs Way Solitude at Centennial Cut-off Date LTV:   60.8%
Las Vegas, NV 89131   U/W NCF DSCR:   2.29x
    U/W NOI Debt Yield:   8.1%

 

BREIT is a non-traded REIT that was formed in November 2015, and is focused on investing in mostly-stabilized commercial real estate properties diversified by sector. As of March 30, 2020, BREIT owned 1,158 properties including 72,000 multifamily units, 137 million square feet of industrial space, 10,000 owned hotel keys, and 2 million square feet of retail space.

 

The Property. The Solitude at Centennial Property is 272-unit garden-style multifamily asset located in Las Vegas, Nevada, approximately 25 miles north of the McCarran Airport. The Solitude at Centennial Property was originally built in 2000 on 13.3 acres and most recently renovated in 2019. The Solitude at Centennial Property features amenities such as a business center, clubhouse, courtyard, health club, playground, pool, spa and fitness center.

 

The unit mix features 112 one-bedroom units (41.2%), 144 two-bedroom units (52.9%), and 16 three-bedroom units (5.9%), totaling approximately 263,984 square feet with an average unit size of 971 square feet. Unit amenities include wood style flooring, new plumbing fixtures, new kitchen appliances, air conditioning, gas cooking ranges, and hot tubs. The complex has also upgraded its rental collection system allowing tenants the option to make rental payments through its online portal. The Solitude at Centennial Property is a two-story apartment building and contains a total of 469 parking spaces, or 1.7 parking spaces per unit, including 145 open spaces, 274 occupied spaces, 40 garage spaces and 10 ADA spaces.

 

The previous owner, KW acquired the Solitude at Centennial Property in May 2017 and remains in the sponsorship following BREIT’s acquisition. KW invested in excess of $2.1 million ($7,721 per unit) into the Solitude at Centennial Property in deferred maintenance as well as exterior and common area projects. Additional improvements made by KW include the full renovation of 132 units (60 units were renovated by the prior ownership). Post-acquisition BREIT and KW indicated they plan to continue to renovate the 80 units yet to be renovated and 55 of the partially renovated units as they turn. They are budgeting to invest another $2.0 million into the Solitude at Centennial Property. As of May 2020, the Solitude at Centennial Property was 93.0% occupied, with an average in-place rent of $1,181 per unit.

 

COVID-19 Update. As of May 13, 2020, the Solitude at Centennial Property is open and operating. The May debt service payment has been made. Approximately 97.0% of April 2020 and 90.6% of May 2020 billed residential rent was collected. As of the date hereof, the Solitude at Centennial Mortgage Loan is not subject to any modification or forbearance request.

 

The following table presents detailed information with respect to each of the units included at the Solitude at Centennial Property:

 

Solitude at Centennial Unit Mix(1)

 

Unit Type Total Units Occupied
Units
% Occupied Average SF
per Unit
Total SF Monthly
Average
Rent per
Unit
Concluded
Monthly
Average Market
Rent per Unit
One Bedroom, One Bath 34 34 100.0% 786 26,724 $961 $1,148
One Bedroom, One Bath, Renovated 78 73 93.6% 786 61,308 $1,109 $1,148
Two Bedroom, Two Bath 42 41 97.6% 1,083 45,494 $1,144 $1,389
Two Bedroom, Two Bath, Renovated 102 90 88.2% 1,083 110,458 $1,342 $1,387
Three Bedroom, Two Bath 4 3 75.0% 1,250 5,000 $1,414 $1,550
Three Bedroom, Two Bath, Renovated 12 12 100.0% 1,250 15,000 $1,487 $1,550
Total/Wtd. Avg. 272 253 93.0% 971 263,984 $1,199 $1,298

 

(1)Based on the underwritten rent roll dated May 4, 2020.

 

The following table presents historical occupancy percentages at the Solitude at Centennial Property:

 

Historical Occupancy

 

12/31/2016(1)

12/31/2017(1)

12/31/2018(2)

12/31/2019(2)

5/4/2020(3)

NAV NAV 93.2% 93.9% 93.0%

 

(1)Historical occupancy is unavailable as the Solitude at Centennial Property was acquired by the borrower sponsors at origination.

(2)Information obtained from the Solitude at Centennial Borrower.

(3)Information obtained from the underwritten rent roll dated May 4, 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.

 

45 

 

 

Multifamily – Garden Loan #5 Cut-off Date Balance:   $35,500,000
7855 Deer Springs Way Solitude at Centennial Cut-off Date LTV:   60.8%
Las Vegas, NV 89131   U/W NCF DSCR:   2.29x
    U/W NOI Debt Yield:   8.1%

 

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

 

Cash Flow Analysis(1)

 

  2018 2019 TTM March
2020
U/W(2) %(3) U/W $ per
Unit
Rents in Place $3,149,024 $3,479,311 $3,557,342 $3,640,500 92.6% $13,384
Vacant Income 232,279 225,427 238,544 290,440 7.4        1,068
Gross Potential Rent $3,381,303 $3,704,738 $3,795,886 $3,930,940 100.0% $14,452
(Vacancy & Credit Loss) (230,714) (224,428) (244,922) (290,440) (7.4) (1,068)
 Other Income(4)

309,436

408,769

430,636

430,636

11.0

1,583

Effective Gross Income $ 3,460,024 $3,889,079 $3,981,600 $4,071,136 103.6% $14,967
             
Real Estate Taxes 188,195 193,371 196,080 199,225 4.9 732
Insurance 53,814 62,335 63,905 70,052 1.7 258
Management Fee 86,463 99,971 99,139 111,956 2.8 412
Other Operating Expenses

815,791

824,717

832,010

832,010

20.4

3,059

Total Operating Expenses $1,144,264 $1,180,394 $1,191,135 $1,213,243 29.8% $4,460
             
Net Operating Income $ 2,315,761 $2,708,685 $2,790,465 $2,857,892 70.2% $10,507
Replacement Reserves 0 0 0 68,000 1.7 250
Net Cash Flow $2,315,761 $ 2,708,685 $2,790,465 $2,789,892 68.5% $10,257
             
NOI DSCR 1.90x 2.22x             2.29x 2.34x    
NCF DSCR 1.90x 2.22x 2.29x 2.29x    
NOI Debt Yield 6.5% 7.6% 7.9% 8.1%    
NCF Debt Yield 6.5% 7.6% 7.9% 7.9%    
(1)Historical cash flows are unavailable before 2018 as the Solitude at Centennial Property was acquired by the borrower sponsors at origination.

(2)For the avoidance of doubt, no COVID-19 specific adjustments have been incorporated in the lender U/W.

(3)Represents percent of Gross Potential Rent for all revenue lines and represents percent of Effective Gross Income for the remainder of fields.

(4)Other Income includes miscellaneous income such as pet fees, late fees, application fees, laundry income and cable income, as well as parking and RUBS income.

 

Appraisal. The appraiser concluded that the Solitude at Centennial Property has an “as-is” appraised value of $58,400,000 as of October 10, 2019.

 

Environmental Matters. According to a Phase I environmental site assessment dated September 20, 2019 there was no evidence of any recognized environmental conditions at the Solitude at Centennial Property.

 

Market Overview and Competition. The Solitude at Centennial Property is located in the North submarket of the Las Vegas Metropolitan area. The Las Vegas central business district is approximately 4.0 miles southeast of the Solitude at Centennial Property, and the “Las Vegas Strip” is approximately 6.0 miles southeast of the Solitude at Centennial Property. Retail is an important economic segment for the Las Vegas market, with large outlets such as the Forum Shops at Caesars, Fashion Show Mall, the Grand Canal Shoppes at the Venetian, and the Crystals retail district at City Center. Opened in 2016, the T-Mobile Arena is an example of recent development initiatives; several others are planned for the coming years, including an NFL stadium that is currently under construction near the McCarran International Airport and slated to open for the 2020 NFL season.

 

The Solitude at Centennial Property’s local area is comprised of a mixture of commercial and residential properties. Major retail developments are located south of the Solitude at Centennial Property at the intersection of Centennial Center Blvd and W Tropical Pkwy including a Walmart Supercenter, Home Depot, and Sam’s Club. The retail developments consist of power, community and neighborhood centers and strip retail uses interspersed with professional offices along Centennial Center Blvd. There is also a Target and a Von’s grocery store within the Solitude at Centennial Property’s immediate area. The subject’s immediate area is approximately 85% in development with limited vacant land available.

 

According to the appraisal, the 2019 population within the Solitude at Centennial Property’s one-, three- and five-mile radius was 12,765, 109,443 and 259,652, respectively, with an average household income of $92,530, $101,330 and $93,498, respectively. The North Las Vegas submarket represents 15.3% of the total inventory in the Las Vegas market. As of the first quarter of 2020, the overall vacancy rate for the region was 4.2%, while the North Las Vegas submarket had a vacancy rate of 2.6%. The average asking rental rate for all types of space within the overall North Las Vegas submarket was $1,058 per month.

 

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

 

46 

 

 

Multifamily – Garden Loan #5 Cut-off Date Balance:   $35,500,000
7855 Deer Springs Way Solitude at Centennial Cut-off Date LTV:   60.8%
Las Vegas, NV 89131   U/W NCF DSCR:   2.29x
    U/W NOI Debt Yield:   8.1%

 

The appraisal identified comparable rental properties, ranging from 154 units to 320 units that were constructed between 1989 and 2011. The competitive set had a weighted average occupancy of approximately 96%, with average rents ranging from $995 to $1,550 per unit. Average rents at the Solitude at Centennial Property are slightly below the competitive set. The properties in the appraisal’s competitive set are all located in Las Vegas within approximately 6.5 miles of the Solitude at Centennial Property and are shown in the below table.

 

The following table presents certain information relating to comparable rental properties to the Solitude at Centennial Property:

 

Competitive Set(1)

 

  Solitude at Centennial (Subject) Xander 3900 Estancia
Apartments
The Grove Inspirado Tivoli Apartments
Location Las Vegas, NV Las Vegas, NV Las Vegas, NV Las Vegas, NV Las Vegas, NV Las Vegas, NV
Distance to Subject -- 5.3 miles 6.5 miles 6.0 miles 3.7 miles 3.7 miles
Year Built 2000 1997 1999 1989 2011 2007
Number of Units 272 320 175 256 160 154
Average Monthly Rent (per unit)            
One- Bedroom $1,109 $1,066 $1,110 $995 $1,125 $1,095
Two- Bedroom $1,144 $1,199 $1,330 $1,150 $1,350 $1,285
Three- Bedroom $1,414 $1,550 $1,525 -- $1,458 $1,497
(1)Information obtained from the appraisal and underwritten rent roll, dated May 4, 2020.

 

Escrows.

 

Taxes Reserve – The requirement to make monthly deposits to the tax reserve is waived so long as a Trigger Period (as defined below) is not continuing. During the continuance of a Trigger Period, the Solitude at Centennial Borrower is required to make monthly deposits equal to 1/12th of the amount sufficient to pay all taxes and other charges due over the following 12 months at least 30 days prior to the due date.

 

Insurance Reserve – The requirement to make monthly deposits to the insurance reserve is waived so long as (i) a Trigger Period is not continuing or (ii) no event of default exists and the Solitude at Centennial Borrower provides satisfactory evidence that the Solitude at Centennial Property is insured as part of a blanket policy in accordance with the Solitude at Centennial Mortgage Loan documents. Following the occurrence and during the continuance of a Trigger Period, provided that clause (ii) of the previous sentence has not been satisfied, the Solitude at Centennial Borrower is required to make monthly deposits equal to 1/12th of the amount sufficient to renew the insurance coverage at least 30 days prior to the expiration of the insurance policies.

 

Replacement Reserves – During the continuance of a Trigger Period, on a monthly basis, the Solitude at Centennial Borrower is required to deposit $5,667 (1/12th of $250 per unit per annum) subject to a cap of $68,000 ($250 per unit).

 

Lockbox and Cash Management. The Solitude at Centennial Mortgage Loan is structured with a soft lockbox. The Solitude at Centennial Borrower is required to deposit all rents and other income from the properties into the lockbox account. All funds in the lockbox account are required to be remitted to the Solitude at Centennial Borrower on a daily basis in the absence of a Trigger Period. During the continuance of a Trigger Period, all excess cash flow, after payments made in accordance with the Solitude at Centennial Mortgage Loan documents for, amongst other things, debt service, required reserves and operating expenses, will be held as additional collateral for the Solitude at Centennial Mortgage Loan (“Excess Cash”) or, in lieu of the lender trapping such Excess Cash, the Solitude at Centennial Borrower has the right to deliver to the lender either a letter of credit for such amount or a guaranty of up to 15% of the outstanding principal balance of the Solitude at Centennial Mortgage Loan (in which case, the portion of the guaranteed funds will be released to the Solitude at Centennial Borrower), in each case, in accordance with certain requirements set forth in the in the Solitude at Centennial Mortgage Loan documents.

 

A “Trigger Period” commences upon (i) the occurrence and continuance of an event of default, (ii) any bankruptcy action of the Solitude at Centennial Borrower (which, with respect to an involuntary filing, is not discharged, stayed or dismissed within 90 days), or (iii) the DSCR falling below 1.20x for the two consecutive and immediately preceding calendar quarters based upon the corresponding trailing four calendar quarter period.

 

Property Management. Solitude at Centennial Property is managed by Alliance Southwest, LLC which manages properties throughout the West, Southwest, South-Central, Southeast, Mid-Atlantic and Northeast. Alliance Southwest, LLC has managed the Solitude at Centennial Property since May 2017 when KW acquired the Solitude at Centennial Property.

 

Partial Release. Not permitted.

 

Real Estate Substitution. Not permitted.

 

Subordinate and Mezzanine Indebtedness. 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.

 

47 

 

 

Multifamily – Garden Loan #5 Cut-off Date Balance:   $35,500,000
7855 Deer Springs Way Solitude at Centennial Cut-off Date LTV:   60.8%
Las Vegas, NV 89131   U/W NCF DSCR:   2.29x
    U/W NOI Debt Yield:   8.1%

 

Ground Lease. None.

 

Terrorism Insurance. The Solitude at Centennial Mortgage Loan documents require that the “all risk” insurance policy required to be maintained by the Solitude at Centennial Borrower provides for terrorism in an amount equal to the full replacement cost of the Solitude at Centennial Property, together with a 12-month extended period of indemnity; provided, however, if (a) the Terrorism Risk Insurance Program Reauthorization Act of 2015 (TRIPRA) is not in effect, (b) TRIPRA is modified which results in a material increase in terrorism insurance premiums, or (c) a terrorism event occurs which results in a material increase in terrorism insurance premiums, the Solitude at Centennial Borrower will not be required to pay annual premiums of more than two times the property insurance premium.

 

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

 

 

  Loan #6 Cut-off Date Balance:   $33,000,000
Self Storage – Self Storage All Aboard Storage Crossed Group Cut-off Date LTV:   63.5%
Property Addresses – Various (FL)   U/W NCF DSCR:   2.68x
    U/W NOI Debt Yield:   9.6%

 

 

 

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

 

49 

 

 

No. 6 – All Aboard Storage Crossed Group(1)
 
Mortgage Loan Information   Mortgaged Property Information
Mortgage Loan Seller: Wells Fargo Bank, National Association   Single Asset/Portfolio: Portfolio

Credit Assessment

(Fitch/KBRA/Moody’s):

 

NR/NR/NR   Property Type – Subtype: Self Storage – Self Storage
Original Principal Balance: $33,000,000   Location: Various, FL
Cut-off Date Balance: $33,000,000   Size: 363,291 SF
% of Initial Pool Balance: 4.5%   Cut-off Date Balance Per SF: $90.84
Loan Purpose: Refinance   Maturity Date Balance Per SF: $90.84
Borrower Sponsor: D. Andrew Clark   Year Built/Renovated: Various – See Table
Guarantors: D. Andrew Clark; D. Andrew Clark Revocable Trust   Title Vesting: Fee
Mortgage Rate: 3.4900%   Property Manager: Self-managed
Note Date: March 6, 2020   Current Occupancy (As of)(3)(7): 90.9% (4/24/2020)
Seasoning: 3 months   2019 Occupancy(3): 92.5%
Maturity Date: March 11, 2030   2018 Occupancy(3): 93.1%
IO Period: 120 months   2017 Occupancy(3): 91.9%
Loan Term (Original): 120 months   2016 Occupancy(3)(4): 89.5%
Amortization Term (Original): NAP   As-Is Appraised Value(5): $52,000,000
Loan Amortization Type: Interest-only, Balloon   As-Is Appraised Value Per SF(5)(7): $143.14
Call Protection: L(27),D(89),O(4)   As-Is Appraisal Valuation Date(5): January 8, 2020
Lockbox Type: Springing   Underwriting and Financial Information(6)
Additional Debt: None   TTM NOI (3/31/2020)(7): $3,308,559
Additional Debt Type (Balance): NAP   YE 2019 NOI: $3,299,011
      YE 2018 NOI: $3,196,672
      YE 2017 NOI: $3,043,212
      U/W Revenues(7): $4,476,615
      U/W Expenses(7): $1,293,403
    U/W NOI(7): $3,183,212
          U/W NCF(7): $3,128,718
Escrows and Reserves(2)   U/W DSCR based on NOI/NCF(7): 2.73x / 2.68x
          U/W Debt Yield based on NOI/NCF(7): 9.6% / 9.5%
  Initial Monthly Cap   U/W Debt Yield at Maturity based on NOI/NCF(7): 9.6% / 9.5%
Taxes $75,225 $23,380 NAP   Cut-off Date LTV Ratio(7)(8): 63.5%
Insurance $20,684 $7,543 NAP   LTV Ratio at Maturity(7)(8): 63.5%
Replacement Reserves $0 $4,542 NAP      
Springing Building Expansion Reserve $0 Springing NAP      
               
Sources and Uses
Sources         Uses      
All Aboard Storage - Westport Depot & Ormond Depot original loan amount $21,804,000        66.1%   All Aboard Storage - Westport Depot & Ormond Depot loan payoff(9) $12,091,835      36.6%
All Aboard Storage - Port Orange Depot original loan amount 7,972,000   24.2   All Aboard Storage - Port Orange Depot loan payoff 5,056,919      15.3%
All Aboard Storage - Holly Hill Depot original loan amount 3,224,000     9.8   All Aboard Storage - Holly Hill Depot loan payoff 2,901,321        8.8%
          Upfront reserves 95,909        0.3%
          Closing costs 477,720        1.4%
          Return of equity 12,376,296       37.5%
Total Sources $33,000,000      100.0%   Total Uses $33,000,000   100.0%
                   
(1)The All Aboard Storage Crossed Mortgage Loans (as defined below) are cross-collateralized and cross-defaulted with one another. All information herein represents the All Aboard Storage Crossed Mortgage Loans presented as one mortgage loan, except as otherwise specified. With respect to each of the individual All Aboard Storage Crossed Mortgage Loans, the applicable loan-to-value ratios, debt service coverage ratios and debt yields for each such mortgage loan are based upon the ratio or yield (as applicable) for the aggregate indebtedness evidenced by each mortgage loan. On an individual basis, without regard to the cross-collateralization feature, a related mortgage loan may have a higher loan-to-value ratio, lower debt service coverage ratio and/or lower debt yield than is presented on the table above.

(2)See “Escrows” section below.

(3)See “Historical Occupancy” section below for property-level occupancy statistics.

(4)2016 Occupancy excludes the Holly Hill Depot Property, as the borrower sponsor acquired the property in 2017 and such information is not available.

(5)See “Appraisal” section below for property-level appraised values.

(6)The underwriting and financial information shown represents the All Aboard Storage Crossed Mortgage Loans in aggregate.

 

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

 

 

  Loan #6 Cut-off Date Balance:   $33,000,000
Self Storage – Self Storage All Aboard Storage Crossed Group Cut-off Date LTV:   63.5%
Property Addresses – Various (FL)   U/W NCF DSCR:   2.68x
    U/W NOI Debt Yield:   9.6%

 

(7)All NOI, NCF and occupancy information, as well as the appraised value, were determined prior to the emergence of the novel coronavirus pandemic, and the economic disruption resulting from measures to combat the pandemic, and all DSCR, LTV and Debt Yield metrics were calculated, and the All Aboard Storage Crossed Mortgage Loans were underwritten, based on such prior information. See “Risk Factors—Coronavirus Pandemic Has Adversely Affected the Global Economy and Will Likely Adversely Affect the Performance of the Mortgage Loans” in the Preliminary Prospectus.

(8)See table within “The Properties” section below for property-level Cut-off Date LTV Ratios.

(9)The Westport Depot Property and The Ormond Depot Property were previously securitized, along with two additional self storage properties, as part of a portfolio loan, in the UBSBB 2013-C5 trust. Per the closing statement, the All Aboard Storage – Westport Depot & Ormond Depot Mortgage Loan was used to pay off the entire prior portfolio loan, totaling $15,893,579 (inclusive of defeasance costs). The amount shown represents the allocated payoff amount attributable to the Westport Depot Property and the Ormond Depot Property (inclusive of defeasance costs) based on the allocated loan amounts presented by a third party market research provider.

 

The Mortgage Loan. The All Aboard Storage – Westport Depot & Ormond Depot Mortgage Loan, the All Aboard Storage – Port Orange Depot Mortgage Loan, and the All Aboard Storage – Holly Hill Depot Mortgage Loan (collectively, the “All Aboard Storage Crossed Mortgage Loans”) are cross-collateralized and cross-defaulted with one another. The All Aboard Storage – Westport Depot & Ormond Depot Mortgage Loan is evidenced by a single promissory note secured by a first mortgage encumbering the fee interest in two self storage properties located in Port Orange and Ormond Beach, Florida (the “Westport Depot Property” and the “Ormond Depot Property”). The All Aboard Storage – Port Orange Mortgage Loan is evidenced by a single promissory note secured by a first mortgage encumbering the fee interest in a self storage property located in Port Orange, Florida (the “Port Orange Depot Property”). The All Aboard Storage – Holly Hill Depot Mortgage Loan is evidenced by a single promissory note secured by a first mortgage encumbering the fee interest in a self storage property located in Holly Hill, Florida (the “Holly Hill Depot Property”).

 

The Borrowers and Borrower Sponsor. The borrowers are comprised of four entities, each a Florida limited liability company and single purpose entity with one independent director (collectively, the “All Aboard Storage Portfolio Borrowers”). Legal counsel to the All Aboard Storage Portfolio Borrowers delivered non-consolidation opinions in connection with the origination of the All Aboard Storage Crossed Mortgage Loans. The non-recourse carve-out guarantors of the All Aboard Storage Crossed Mortgage Loans are D. Andrew Clark and the D. Andrew Clark Revocable Trust. The borrower sponsor of the All Aboard Storage Crossed Mortgage Loans is D. Andrew Clark.

 

D. Andrew Clark serves as the President and Chief Executive Officer of All Aboard Properties. Established over 50 years ago, All Aboard Properties currently has a portfolio of over 30 assets including self storage, retail, multifamily, and office space located in the Daytona Beach, Florida area. All Aboard Storage, a subsidiary of All Aboard Properties, has 21 properties under management throughout Florida, 17 of which are owned by the borrower sponsor. The borrower sponsor owned 11 properties (8 mortgage loans) that were subject to foreclosures, short sales and discounted payoffs between 2011 and 2015. See “Description of the Mortgage Pool–Loan Purpose; Default History, Bankruptcy Issues and Other Proceedings” in the Preliminary Prospectus.

 

The Properties. The Westport Depot & Ormond Depot Properties, the Port Orange Depot Property and the Holly Hill Depot Property (collectively, the “All Aboard Storage Portfolio Properties”) comprise four self storage properties built between 1983 and 2007. As of April 24, 2020 the All Aboard Storage Portfolio Properties were 90.9% occupied with individual property occupancy rates ranging from 81.1% to 96.2%. The All Aboard Storage Portfolio Properties comprise 363,291 square feet of rentable area, including 2,752 traditional self storage units (37.4% climate controlled) and 57 office units (14.2% of underwritten base rent, all at the Westport Depot Property).

 

Westport Depot Property

 

The Westport Depot Property is a 695-unit (638 conventional self storage units and 57 office units), 137,503 square-foot (including 39,840 square feet of office space) self storage facility located in Port Orange, Florida, and situated on a 12.5-acre site. The Westport Depot Property comprises 14 one-story buildings and a single two-story building constructed in 2000, 2001 and 2004. Amenities include surveillance cameras, individual locks, and on-site management. Approximately 44.0% of the conventional units are climate controlled. The office component accounts for approximately 34.3% of underwritten base rent. As of April 24, 2020, the Westport Depot Property was 92.6% occupied and has averaged 87.8% occupancy since 2009.

 

Ormond Depot Property

 

The Ormond Depot Property is a 863-unit (all conventional self storage units), 76,956 square-foot self storage facility located in Ormond Beach, Florida, and situated on a 6.6-acre site. The Ormond Depot Property comprises 14 one-story buildings and a single two-story building that were constructed in 1985, 1986, and 2006. Amenities include surveillance cameras, individual locks, keypad entry and on-site management. Approximately 46.1% of the units are climate controlled. As of April 24, 2020, the Ormond Depot Property was 96.2% occupied and has averaged 82.3% occupancy since 2009.

 

Port Orange Depot Property

 

The Port Orange Depot Property is a 901-unit (all conventional self storage units), 96,632 square-foot self storage facility located in Port Orange, Florida, and situated on a 7.1-acre site. The Port Orange Depot Property comprises 18 one-story buildings and a single two-story building that were constructed in 1983, 1985 and 1997. Amenities include surveillance cameras, individual locks, and on-site management. Approximately 26.3% of the units are climate controlled. As of April 24, 2020, the Port Orange Depot Property was 89.4% occupied and has averaged 86.0% occupancy since 2009.

 

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

 

 

  Loan #6 Cut-off Date Balance:   $33,000,000
Self Storage – Self Storage All Aboard Storage Crossed Group Cut-off Date LTV:   63.5%
Property Addresses – Various (FL)   U/W NCF DSCR:   2.68x
    U/W NOI Debt Yield:   9.6%

 

Holly Hill Depot Property

 

The Holly Hill Depot Property is a 350-unit (all conventional self storage units), 52,200 square-foot self storage facility located in Holly Hill, Florida, and situated on a 3.2-acre site. The Holly Hill Depot Property comprises 6 one-story buildings that were constructed in 2007 and 2018. Amenities include surveillance cameras, individual locks, keypad entry and on-site management. Approximately 32.3% of the units are climate controlled. As of April 24, 2020, the Holly Hill Depot Property was 81.1% occupied and has averaged 83.9% occupancy since 2017.

 

COVID-19 Update. As of May 12, 2020, the All Aboard Storage Portfolio Properties are open and operating with normal business hours. The May debt service payments have been made. Rent payments and collections are on the first of the month. Total accounts receivable as of May 15, 2020 totaled $39,954 (11.3% of total underwritten base rent per month) compared to $39,495 (11.2% of total underwritten base rent per month) as of February 15, 2020. As of the date hereof, the All Aboard Storage Crossed Mortgage Loans are not subject to any modification or forbearance requests.

 

The following table presents certain information relating to the All Aboard Storage Portfolio Properties:

 

Property Name – Location Cut-off Date
Balance
Cut-off Date
Balance PSF

% of Total Balance

Appraised
Value
Cut-off Date
LTV Ratio
U/W NCF % Total
U/W NCF
Westport Depot & Ormond Depot $21,804,000 $101.67 66.1% $33,700,000 64.7% $2,007,385 64.2%
     Westport Depot - Port Orange, FL $14,383,829 $104.61 43.6% $22,600,000 63.6% $1,324,843 42.3%
     Ormond Depot - Ormond Beach, FL $7,420,171 $96.42 22.5% $11,100,000 66.8% $682,542 21.8%
Port Orange Depot - Port Orange, FL $7,972,000 $82.50 24.2% $13,150,000 60.6% $824,083 26.3%
Holly Hill Depot - Holly Hill, FL $3,224,000 $61.76 9.8% $5,150,000 62.6% $297,250 9.5%
Total/Weighted Average $33,000,000 $90.84 100.0% $52,000,000 63.5% $3,128,718 100.0%

 

The following table presents information with respect to the unit mix of the All Aboard Storage Portfolio Properties:

 

Property Name – Location

Year Built/

Renovated

Net
Rentable
Area (SF)
% GLA Self Storage
Units
% Climate
Controlled
Current
Occupancy
(4/24/2020)
Westport Depot - Port Orange, FL 2000/NAP 137,503 37.8% 638(1) 44.0%(1) 92.6%
Ormond Depot - Ormond Beach, FL 1985/NAP 76,956 21.2% 863 46.1% 96.2%
Port Orange Depot - Port Orange, FL 1983/NAP 96,632 26.6% 901 26.3% 89.4%
Holly Hill Depot - Holly Hill, FL 2007/NAP 52,200 14.4% 350 32.3% 81.1%
Total/Weighted Average   363,291 100.0% 2,752 37.4% 90.9%
(1)Excludes the 57 office units at the Westport Depot Property.

 

The following table presents historical occupancy percentages at the All Aboard Storage Portfolio Properties:

 

Historical Occupancy

 

Property 

2016(1)(2)

2017(1)(2)

2018(1)(2) 

2019(1)(2)

4/24/2020(3)

Westport Depot 91.4% 96.3% 96.6% 96.8% 92.6%
Ormond Depot 92.9% 96.2% 97.2% 97.6% 96.2%
Port Orange Depot 84.0% 86.9% 91.0% 85.7% 89.4%
Holly Hill Depot NAV(4) 83.4% 81.8% 86.5% 81.1%

 

(1)Information obtained from the borrower.

(2)Represents the average occupancy rate over the course of each year.

(3)Information obtained from the underwritten rent roll.

(4)The borrower sponsor acquired the Holly Hill Depot Property in 2017, therefore, 2016 historical occupancy information is not available.

 

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

 

52 

 

 

  Loan #6 Cut-off Date Balance:   $33,000,000
Self Storage – Self Storage All Aboard Storage Crossed Group Cut-off Date LTV:   63.5%
Property Addresses – Various (FL)   U/W NCF DSCR:   2.68x
    U/W NOI Debt Yield:   9.6%

 

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 All Aboard Storage Portfolio Properties:

 

Cash Flow Analysis

 

  2017 2018 2019 TTM 3/31/2020 U/W(1) %(2) U/W $ per SF
Base Rent $4,292,195 $4,528,869 $4,708,873 $4,729,598 $4,255,847 86.6% $11.71
Grossed Up Vacant Space

0

0

0

0

439,978

8.9

1.21

Gross Potential Rent $4,292,195 $4,528,869 $4,708,873 $4,729,598 $4,695,826 95.5% $12.93
Parking Income(3) 67,478 66,371 69,709 72,525 38,476 0.8 0.11
Other Income(4)

194,023

195,318

178,731

182,291

182,291

3.7

0.50

Net Rental Income $4,553,696 $4,790,559 $4,957,313 $4,984,415 $4,916,593 100.0% $13.53
(Vacancy)

(294,435)

(314,545)

(397,632)

(398,009)

(439,978)(5)

(9.4)

(1.21)

Effective Gross Income $4,259,260 $4,476,013 $4,559,681 $4,586,406 $4,476,615 91.1% $12.32
               
Real Estate Taxes 246,700 251,146 259,512 262,377 294,304 6.6 0.81
Insurance 77,874 78,184 82,336 83,825 86,201 1.9 0.24
Management Fee 185,226 241,660 241,393 242,577 223,831 5.0 0.62
Other Operating Expenses

706,249

708,351

677,429

689,067

689,067

15.4

1.90

Total Operating Expenses $1,216,049 $1,279,341 $1,260,670 $1,277,846 $1,293,403 28.9% $3.56
               
Net Operating Income $3,043,212 $3,196,672 $3,299,011 $3,308,559 $3,183,212 71.1% $8.76
Replacement Reserves

0

0

0

0

54,494

1.2

0.15

Net Cash Flow $3,043,212 $3,196,672 $3,299,011 $3,308,559 $3,128,718 69.9% $8.61
               
NOI DSCR 2.61x 2.74x 2.83x 2.83x 2.73x    
NCF DSCR 2.61x 2.74x 2.83x 2.83x 2.68x    
NOI Debt Yield 9.2% 9.7% 10.0% 10.0% 9.6%    
NCF Debt Yield 9.2% 9.7% 10.0% 10.0% 9.5%    

 

(1)For the avoidance of doubt, no COVID-19 specific adjustments have been incorporated in the lender U/W.

(2)Represents (i) percent of Net Rental Income for all revenue fields, (ii) percent of Gross Potential Rent for Vacancy and (iii) percent of Effective Gross Income for all other fields.

(3)Parking income includes income from 38 RV/car/boat parking spaces at the Westport Depot Property and the Port Orange Depot Property.

(4)Other income includes late payment charges, locks, shipping, insurance, forfeited deposits, billboard income, and other miscellaneous charges.

(5)The underwritten economic vacancy is 9.4%. The All Aboard Storage Portfolio Properties were 90.9% physically occupied as of April 24, 2020.

 

Appraisals. The appraiser concluded to an “as-is” appraised value for the Westport Depot Property of $22,600,000 as of January 8, 2020. The appraiser concluded to an “as-is” appraised value for the Ormond Depot Property of $11,100,000 as of January 8, 2020. The appraiser concluded to an “as-is” appraised value for the Port Orange Depot Property of $13,150,000 as of January 8, 2020. The appraiser concluded to an “as-is” appraised value for the Holly Hill Depot Property of $5,150,000 as of January 8, 2020. The sum of the individual “as-is” appraised values for each of the All Aboard Storage Portfolio Properties equates to $52,000,000, as of January 8, 2020.

 

Environmental Matters. Based on Phase I environmental site assessments dated as of January 14, 2020, there was no evidence of any recognized environmental conditions at any of the All Aboard Storage Portfolio Properties.

 

Market Overview and Competition. The All Aboard Storage Portfolio Properties are located in the Deltona-Daytona Beach, Florida metropolitan statistical area, within 14.6 miles of each other. The All Aboard Storage Portfolio Properties are located an average of 2.8 miles from Interstate 95 and an average of 7.0 miles from the Daytona International Airport.

 

According to the appraisals, the All Aboard Storage Portfolio Properties are situated within the Daytona Metrocore submarket, which reported an 11.6% vacancy rate as of 2019. The average asking rents in the Daytona Metrocore submarket were $102.21 per unit per month for a 10x10 non-climate controlled unit and $139.11 per unit per month for a 10x10 climate controlled unit. The appraiser concluded to average market rents for the All Aboard Storage Portfolio Properties of $122 per unit per month for 10x10 non-climate controlled units (compared to average in-place rent of $119) and $146 per unit per month for 10x10 climate controlled units (compared to average in-place rent of $141).

 

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

 

 

  Loan #6 Cut-off Date Balance:   $33,000,000
Self Storage – Self Storage All Aboard Storage Crossed Group Cut-off Date LTV:   63.5%
Property Addresses – Various (FL)   U/W NCF DSCR:   2.68x
    U/W NOI Debt Yield:   9.6%

 

The following table presents certain local demographic data related to the All Aboard Storage Portfolio Properties:

 

Property Name – Location 2019 Population
(within 1-mi. / 3-mi. / 5-mi. Radius)
2019 Average Household Income
(within 1-mi. / 3-mi. / 5-mi. Radius)
Westport Depot - Port Orange, FL 6,824 / 53,318 / 96,625 $90,648 / $77,090 / $70,735
Ormond Depot - Ormond Beach, FL 10,401 / 54,088 / 106,208 $55,684 / $63,149 / $62,716
Port Orange Depot - Port Orange, FL 11,329 / 47,846 / 104,303 $55,461 / $67,574 / $70,708
Holly Hill Depot - Holly Hill, FL 12,839 / 69,658 / 119,800 $44,461 / $46,501 / 54,333

 

The following table presents certain information relating to some comparable self storage properties for the Westport Depot Property Port Orange Depot Property:

 

Competitive Set(1)
(Westport Depot Property and Port Orange Depot Property)

 

 

Westport Depot

Property

(Subject)

Port Orange Depot

Property

(Subject)

Public Storage All Aboard Storage(2) All Aboard Storage(2) Extra Space Storage
Location Port Orange, FL Port Orange, FL South Daytona, FL Port Orange, FL Port Orange, FL Port Orange, FL
Distance to Westport Depot -- 2.5 miles 3.8 miles 2.7 miles 2.4 miles 0.2 miles
Distance to Port Orange Depot 2.5 miles -- 3.3 miles 1.8 miles 1.5 miles 2.3 miles
Property Type Self Storage Self Storage Self Storage Self Storage Self Storage Self Storage

Year Built/

Renovated

2000 / NAP 1983 / NAP 2006/NAP 1969/NAP 1982/NAP 2018/NAP
Total Units 695(3)(4) 901(3) 450 200 375 785
% of Climate Controlled Units 44.0%(3)(4) 26.3%(3) NAV 0.0% NAV NAV
Total SF 137,503 SF(3) 96,632 SF(3) 52,250 SF 28,000 SF 43,185 SF 74,525 SF
Total Occupancy 92.6%(3) 89.4%(3) 96.0% 96.0% 93.0% 52.0%

 

(1)Information obtained from the appraisals. The appraiser identified the same competitive set for the both the Westport Depot Property and the Port Orange Depot Property

(2)The property is owned by the borrower sponsor but is not collateral for the All Aboard Storage Crossed Mortgage Loans.

(3)Information obtained from the underwritten rent rolls as of 4/24/2020.

(4)The Westport Depot Property’s 695 total units contain 638 conventional self storage units and 57 office units totaling 39,840 square feet.

 

The following table presents certain information relating to some comparable self storage properties for the Ormond Depot Property:

 

Competitive Set(1)
(Ormond Depot Property)

 

 

Ormond Depot 

Property

(Subject)

Public Storage All Aboard
Storage(2)
All Aboard
Storage(2)
Simply Self
Storage
Holly Hill Depot
Property
Location Ormond Beach, FL Ormond Beach, FL Ormond Beach, FL Ormond Beach, FL Ormond Beach, FL Holly Hill, FL
Distance to Ormond Depot -- 1.2 miles 1.1 miles 1.4 miles 1.4 miles 2.5 miles
Property Type Self Storage Self Storage Self Storage Self Storage Self Storage Self Storage
Year Built/Renovated 1985/NAP 1999/NAP 1986/NAP 1983/NAP 2002/NAP 2007/NAP
Total Units 863(3) 515 250 80 605 350(3)
% of Climate Controlled Units 46.1%(3) NAV 0.0% 0.0% NAV 32.3%(3)
Total SF 76,956 SF(3) 59,100 SF 29,725 SF 9,900 SF 69,700 SF 52,200 SF(3)
Occupancy 96.2%(3) 94.0% 99.0% 99.0% 94.0% 81.1%(3)

 

(1)    Information obtained from the appraisal. 

(2)The property is owned by the borrower sponsor but is not collateral for the All Aboard Storage Crossed Mortgage Loans.

(3)Information obtained from the underwritten rent roll as of 4/24/2020.

 

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.

 

54 

 

 

  Loan #6 Cut-off Date Balance:   $33,000,000
Self Storage – Self Storage All Aboard Storage Crossed Group Cut-off Date LTV:   63.5%
Property Addresses – Various (FL)   U/W NCF DSCR:   2.68x
    U/W NOI Debt Yield:   9.6%

 

The following table presents certain information relating to some comparable self storage properties for the Holly Hill Depot Property:

 

Competitive Set(1)
(Holly Hill Depot Property)

 

 

Holly Hill

Depot Property

(Subject)

CubeSmart All Aboard Storage(2) U-Store Public Storage All Aboard Storage(2)
Location Holly Hill, FL Daytona Beach, FL Daytona Beach, FL Daytona Beach, FL Daytona Beach, FL Daytona Beach, FL
Distance to Holly Hill Depot -- 0.6 miles 1.8 miles 1.9 miles 2.0 miles 2.4 miles
Property Type Self Storage Self Storage Self Storage Self Storage Self Storage Self Storage
Year Built/Renovated 2007/NAP 1979/NAP 1987/NAP 1976/NAP 1983/NAP 1973/NAP
Total Units 350(3) 741 875 325 300 500
% of Climate Controlled Units 32.3%(3) 5.0% NAV NAV NAV NAV
Total SF 52,200 SF(3) 62,205 SF 100,450 SF 37,475 SF 34,400 SF 58,225 SF
Occupancy 81.1%(3) 78.0% 95.0% 93.0% 98.0% 94.0%

 

(1)Information obtained from the appraisal.

(2)The property is owned by the borrower sponsor but is not collateral for the All Aboard Storage Crossed Mortgage Loans.

(3)Information obtained from the underwritten rent roll as of 4/24/2020.

 

Escrows.

 

Real Estate Taxes – The loan documents for all of the All Aboard Storage Crossed Mortgage Loans require upfront real estate tax reserves in an aggregate amount of $75,225 and ongoing monthly real estate tax reserves in an amount equal to one-twelfth of the real estate taxes that the lender estimates will be payable during the next 12 months (initially totaling $23,380).

 

Insurance – The loan documents for all of the All Aboard Storage Crossed Mortgage Loans require upfront insurance reserves in an aggregate amount of $20,684 and ongoing monthly insurance reserves in an amount equal to one-twelfth of the insurance premiums that the lender estimates will be payable during the next 12 months (initially totaling $7,543).

 

Replacement Reserve – The loan documents for all of the All Aboard Storage Crossed Mortgage Loans require ongoing monthly replacement reserves in an aggregate amount of $4,542.

 

Springing Building Expansion Reserve – The All Aboard Storage – Westport Depot & Ormond Depot Mortgage Loan documents require a springing deposit of 120% of the total estimated costs to construct approximately 130 to 180 new climate controlled units at the Ormond Depot Property. If constructed, the new units would require lender approval and would serve as collateral for The All Aboard Storage – Westport Depot & Ormond Depot Mortgage Loan.

 

Lockbox and Cash Management. Upon the occurrence and continuance of a Cash Trap Event Period (as defined below), the All Aboard Storage Portfolio Borrowers are required to establish lender-controlled lockbox accounts and the All Aboard Storage Portfolio Borrowers and property managers are required to deposit all rents into the lockbox account within three business days. During a Cash Trap Event Period, funds in the lockbox accounts are required to be swept to a lender-controlled cash management account, and all excess funds are required to be swept to an excess cash flow subaccount controlled by the lender.

 

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

(i)the occurrence and continuance of an event of default on any of the All Aboard Storage Crossed Mortgage Loans; or

 

(ii)the “Aggregate Net Cash Flow Debt Yield” (calculated based on the aggregate net cash flow from all four All Aboard Storage Portfolio Properties divided by the aggregate outstanding loan balance of all of the All Aboard Storage Crossed Mortgage Loans) being less than 7.5% (tested quarterly).

 

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 Aggregate Net Cash Flow Debt Yield being at least 8.0% for two consecutive calendar quarters.

 

Property Management. The All Aboard Storage Portfolio Properties are managed by an affiliate of the All Aboard Storage Portfolio Borrowers.

 

Partial Release. Not permitted.

 

Real Estate Substitution. Not permitted.

 

Subordinate and Mezzanine Indebtedness. 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.

 

55 

 

 

  Loan #6 Cut-off Date Balance:   $33,000,000
Self Storage – Self Storage All Aboard Storage Crossed Group Cut-off Date LTV:   63.5%
Property Addresses – Various (FL)   U/W NCF DSCR:   2.68x
    U/W NOI Debt Yield:   9.6%

 

Ground Lease. None.

 

Terrorism Insurance. The All Aboard Storage Crossed Mortgage Loans documents require that the “all risk” insurance policies required to be maintained by the All Aboard Storage Portfolio Borrowers provides coverage for terrorism in an amount equal to the full replacement cost of the All Aboard Storage Portfolio Properties, as well as 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.

 

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

 

 

Office - Suburban Loan #7 Cut-off Date Balance:   $31,000,000
7301 Metro Center Drive Met Center 15 Cut-off Date LTV:   57.9%
Austin, TX 78744   U/W NCF DSCR:   1.99x
    U/W NOI Debt Yield:   12.7%

   

 

 

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

 

 

Office - Suburban Loan #7 Cut-off Date Balance:   $31,000,000
7301 Metro Center Drive Met Center 15 Cut-off Date LTV:   57.9%
Austin, TX 78744   U/W NCF DSCR:   1.99x
    U/W NOI Debt Yield:   12.7%

 

 

 

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

 

58 

 

 

No. 7 – Met Center 15

 

Mortgage Loan Information   Mortgaged Property Information
Mortgage Loan Seller: Barclays Capital Real Estate Inc.   Single Asset/Portfolio: Single Asset

Credit Assessment

(Fitch/KBRA/Moody’s):

NR/NR/NR   Property Type – Subtype: Office – Suburban
Original Principal Balance(1): $31,000,000   Location: Austin, TX
Cut-off Date Balance(1): $31,000,000   Net Rentable Size: 257,600 SF
% of Initial Pool Balance: 4.2%   Cut-off Date Balance Per SF(1): $120.34
Loan Purpose: Refinance   Maturity Date Balance Per SF(1): $100.26
Borrower Sponsors: Quynh Palomino; Lloyd W. Kendall, Jr.   Year Built/Renovated: 2001/NAP
Guarantors: Quynh Palomino; Lloyd W. Kendall, Jr.   Title Vesting: Fee
Mortgage Rate: 3.61193%   Property Manager(3): Cushman and Wakefield U.S. Inc.
Note Date: February 14, 2020   Current Occupancy (As of): 100.0% (5/5/2020)
Seasoning: 3 months   YE 2018 Occupancy: 100.0%
Maturity Date: March 6, 2030   YE 2017 Occupancy: 100.0%
IO Period: 24 months   YE 2016 Occupancy: 100.0%
Loan Term (Original): 120 months   YE 2015 Occupancy: 100.0%
Amortization Term (Original): 360 months   As-Is Appraised Value(5): $53,500,000
Loan Amortization Type: Interest-only, Amortizing Balloon   As-Is Appraised Value Per SF(5): $207.69
Call Protection: L(27),D(89),O(4)   As-Is Appraisal Valuation Date: November 7, 2019
Lockbox Type: Hard/Springing   Underwriting and Financial Information
Additional Debt(1): Yes   TTM (3/31/2020) NOI(4): $3,284,730
Additional Debt Type (Balance)(1): Mezzanine ($10,000,000)   YE 2019 NOI: $3,265,007
      YE 2018 NOI: $3,192,980
      YE 2017 NOI: $2,893,906
      U/W Revenues: $5,650,935
      U/W Expenses: $1,701,129
Escrows and Reserves(2)   U/W NOI(4): $3,949,806
  Initial Monthly Cap   U/W NCF: $3,374,493
Immediate Repairs $137,669 $0 NAP   U/W DSCR based on NOI/NCF(1): 2.33x / 1.99x
Taxes $263,321 $87,774 NAP   U/W Debt Yield based on NOI/NCF(1): 12.7% / 10.9%
Insurance $0 Springing NAP   U/W Debt Yield at Maturity based on NOI/NCF(1): 15.3% / 13.1%
Replacement Reserve $0 $6,869 NAP   Cut-off Date LTV Ratio(1): 57.9%
TI/LC Reserve $0 $26,833 $1,932,000   LTV Ratio at Maturity or ARD(1): 48.3%
Outstanding TI/LC $1,629,120 $0 NAP      
Free Rent Reserve $909,592 $0 NAP      
               

Sources and Uses
Sources     Uses    
Original mortgage loan amount $31,000,000 75.6 % Loan payoff(6) $36,496,830 89.0%
Mezzanine loan 10,000,000  24.4   Upfront reserves 2,939,702 7.2 
      Return of equity 847,500 2.1 
      Closing costs 715,968 1.7 
Total Sources $41,000,000 100.0 % Total Uses $41,000,000 100.0%
(1)The Met Center 15 Whole Loan (as defined below) is evidenced by (i) the Met Center 15 Mortgage Loan (as defined below) with an original balance of $31,000,000 and (ii) the Met Center 15 Mezzanine Loan (as defined below) with an original balance of $10,000,000. The Cut-off Date Balance Per SF, Maturity Date Balance Per SF, U/W Debt Yield based on NOI/NCF, U/W DSCR based on NOI/NCF, Cut-off Date LTV Ratio and LTV Ratio at Maturity or ARD numbers presented above are based on the Met Center 15 Mortgage Loan. The Cut-off Date Balance Per SF, Maturity Date Balance Per SF, U/W Debt Yield based on NOI/NCF, U/W DSCR based on NOI/NCF, Cut-off Date LTV Ratio and LTV Ratio at Maturity or ARD numbers presented above based on the combined balance of the Met Center 15 Whole Loan are $159.16, $139.08, 9.6%/8.2%, 1.46x/1.25x, 76.6% and 67.0%, respectively.

(2)See “Escrows” section below.

(3)See “Property Management” section below for additional details.

(4)The increase from TTM 3/31/2020 NOI to U/W NOI is primarily due to $972,111 of underwritten rent steps through March 2021.

(5)The appraised value was determined prior to the emergence of the novel coronavirus pandemic and the economic disruption resulting from measures to combat the pandemic, and all LTV metrics were calculated based on such prior information. See “Risk Factors—Coronavirus Pandemic Has Adversely Affected the Global Economy and Will Likely Adversely Affect the Performance of the Mortgage Loans” in the Preliminary Prospectus.

(6)Loan payoff includes a $7,921,623 preferred equity payoff.

 

The Mortgage Loan. The mortgage loan (the “Met Center 15 Mortgage Loan”) is evidenced by a single promissory note secured by a first mortgage encumbering the fee interest in a 257,600 square foot office flex building located in Austin, Texas (the “Met Center 15 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.

 

59 

 

 

Office - Suburban Loan #7 Cut-off Date Balance:   $31,000,000
7301 Metro Center Drive Met Center 15 Cut-off Date LTV:   57.9%
Austin, TX 78744   U/W NCF DSCR:   1.99x
    U/W NOI Debt Yield:   12.7%

 

The Borrower and Borrower Sponsor. The borrowing entity for the Met Center 15 Mortgage Loan is MC 15 Owner, LLC, a Delaware limited liability company and a special purpose entity 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 Met Center 15 Mortgage Loan. Quynh Palomino and Lloyd W. Kendall, Jr. are the borrower sponsors and guarantors of certain nonrecourse carve-outs and environmental indemnities under the Met Center 15 Mortgage Loan.

 

Borrower sponsors, Quynh Palomino and Lloyd W. Kendall, Jr., are both principals of Virtua Partners LLC (“Virtua”). Virtua is a global private equity firm that specializes in commercial real estate focusing on investment grade office, industrial, and hospitality properties. Transactions include value-add properties that are repositioned, core properties that are held for cash flow and ground-up development projects. Virtua manages approximately 3.2 million square feet of commercial real estate investments across the United States. Virtua originally became the borrower sponsor of the Met Center 15 Property in 2016 when the prior owner declared bankruptcy due to problems with the building’s foundation and underlying soil treatment. Virtua settled disputes with the special servicer and spent approximately $4.5 million remediating the building’s foundation. Additionally, Quynh Palomino had experienced a previous foreclosure related to a vacant land parcel in California. See “Description of the Mortgage Pool—Loan Purpose; Default History, Bankruptcy Issues and Other Proceedings” in the Preliminary Prospectus.

 

The Property. The Met Center 15 Property is a 257,600 square-foot office property located approximately five miles southeast of the Austin, Texas central business district and adjacent to the Austin-Bergstrom Airport. Built in 2001, the Met Center 15 Property has undergone approximately $5.4 million in capital expenditures since 2015. The Met Center 15 Property is part of the larger Met Center Business Park, a 550-acre master planned mixed-use development. Amenities in the Met Center Business Park include seven hotels with conference facilities, 24-hour restaurants, a sports complex, multiple fiber optic lines, hike-and-bike trails and an 18-hole disc golf course. The Met Center 15 Property is part of the Met Center Property Owners Association, which consists of 19 buildings of the Met Center Business Park. The Met Center 15 Property is responsible for its pro-rata share of the common area expenses (approximately 17.393%) that are passed through to the tenants at the Met Center 15 Property. Parking at the Met Center 15 Property is provided by 1,605 surface spaces, resulting in a parking ratio of 6.2 spaces per 1,000 square feet. As of May 5, 2020, the Met Center 15 Property was 100.0% occupied by two investment-grade rated tenants.

 

COVID-19 Update. As of May 6, 2020, the Met Center 15 Property is open. The State of Texas’s stay-at-home order expired on April 30, 2020; however, some tenants have employees working remotely or operating with limited employees on-site. The May debt service payment has been made.  All of the tenants by count, square footage and underwritten base rent have paid rent for May 2020.  As of the date hereof, the Met Center 15 Mortgage Loan is not subject to any modification or forbearance request.

 

Major Tenants. 

Largest Tenant: Progressive Casualty (217,216 square feet; 84.3% of net rentable area; 85.1% of underwritten base rent; 2/28/2026 lease expiration; NYSE: PGR) – Founded in 1937, Progressive Casualty is currently one of the largest auto insurance groups in the United States. Progressive Casualty has more than 10 million policies in force and offers policies for automobiles, boats, motorcycles and RVs. Progressive Casualty primarily uses their space at the Met Center 15 Property as a customer service and claims processing center. Approximately 1,500 employees work at the Met Center 15 Property in customer service, sales and claims. This location is the Austin corporate campus for Progressive Casualty and includes amenities such as a cafeteria, fitness center, employee training center and health center. Progressive Casualty has been a tenant at the Met Center 15 Property since 2005 when they purchased the Met Center 15 Property in order to consolidate their corporate campus in the area and entered into a sale/leaseback with the former ownership group. In November 2019, Progressive Casualty executed an early lease renewal extending the term from February 2021 to February 2026, and increasing their base rent by 35.6%. Progressive Casualty’s lease expiration is February 28, 2026 with three remaining three-year renewal options. Progressive Casualty has the right to terminate its lease effective as of February 29, 2024 or any calendar month thereafter with nine months’ prior notice and a termination payment equal to the unamortized portion of $1,629,120 (the “Construction Allowance”) plus $1,500,000. If Progressive Casualty were to provide notice to terminate any of its space, a cash flow sweep would commence. See “Trigger Period” section below. 

 

Second Largest Tenant: Waste Management (40,384 square feet; 15.7% of net rentable area; 14.9% of underwritten base rent; 12/31/2021 lease expiration; NYSE: WM) – Waste Management is the largest environmental solutions provider in North America, serving more than 20 million customers in the United States, Canada and Puerto Rico. Waste Management has the largest network of recycling facilities, transfer stations and landfills in the industry. The company is also a renewable energy provider by recovering naturally-occurring gas inside landfills to generate electricity. Waste Management operates its data and disaster recovery center at the Met Center 15 Property. Their facility includes fiber and redundant power, which the tenant has invested a significant amount upgrading their space over the last several years. Additionally, the Met Center 15 Property serves as the tenant’s main data storage facility for the United States. Waste Management has been a tenant at the Met Center 15 Property since 2003, recently renewed its lease in 2017 and has a current lease expiration date of December 31, 2021 with two additional 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.

 

60 

 

 

Office - Suburban Loan #7 Cut-off Date Balance:   $31,000,000
7301 Metro Center Drive Met Center 15 Cut-off Date LTV:   57.9%
Austin, TX 78744   U/W NCF DSCR:   1.99x
    U/W NOI Debt Yield:   12.7%

 

The following table presents certain information relating to the tenancy at the Met Center 15 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
Extension Options Termination Option (Y/N)
Major Tenants                
Progressive Casualty AA/A2/AA 217,216 84.3% $16.75 $3,638,368 85.1% 2/28/2026 3, 3-year Y(3)
Waste Management BBB+/Baa1/A- 40,384 15.7% $15.76 $636,335 14.9% 12/31/2021 2, 5-year N
Total Major Tenants 257,600 100.0% $16.59 $4,274,703 100.0%      
                 
Non-Major Tenants 0 0.0% $0.00 $0 0.0%      
                 
Occupied Collateral Total 257,600 100.0% $16.59 $4,274,703 100.0%      
                 
Vacant Space 0 0.0%            
                 
Collateral Total 257,600 100.0%            
                   
(1)Certain ratings are those of the parent company whether or not the parent company guarantees the lease.

(2)Annual U/W Base Rent includes contractual rent steps for Progressive Casualty through March 2021 totaling $953,578 and contractual rent steps for Waste Management through January 2021 totaling $18,533.

(3)Progressive Casualty has the right to terminate its lease effective February 29, 2024 or at the end of any calendar month thereafter with 9 months’ written notice and a termination payment equal to the unamortized portion of the Construction Allowance plus $1,500,000. If Progressive Casualty were to terminate March 1, 2024, the total estimated termination fee would equal approximately $2,151,648.

 

The following table presents certain information relating to the lease expiration schedule at the Met Center 15 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)
MTM 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 1 40,384 15.7% 40,384 15.7% $636,335 14.9% $15.76
2022 0 0 0.0% 40,384 15.7% $0 0.0% $0.00
2023 0 0 0.0% 40,384 15.7% $0 0.0% $0.00
2024 0 0 0.0% 40,384 15.7% $0 0.0% $0.00
2025 0 0 0.0% 40,384 15.7% $0 0.0% $0.00
2026 1 217,216 84.3% 257,600 100.0% $3,638,368 85.1% $16.75
2027 0 0 0.0% 257,600 100.0% $0 0.0% $0.00
2028 0 0 0.0% 257,600 100.0% $0 0.0% $0.00
2029 0 0 0.0% 257,600 100.0% $0 0.0% $0.00
2030 0 0 0.0% 257,600 100.0% $0 0.0% $0.00
Thereafter 0 0 0.0% 257,600 100.0% $0 0.0% $0.00
Vacant 0 0 0.0% 257,600 100.0% $0 0.0% $0.00
Total/Weighted Average 2 257,600 100.0%     $4,274,703 100.0% $16.59

 

(1)Information obtained from the underwritten rent roll dated May 5, 2020.

(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)Annual U/W Base Rent includes contractual rent steps through March 2021 totaling $972,111.

 

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

 

61 

 

 

Office - Suburban Loan #7 Cut-off Date Balance:   $31,000,000
7301 Metro Center Drive Met Center 15 Cut-off Date LTV:   57.9%
Austin, TX 78744   U/W NCF DSCR:   1.99x
    U/W NOI Debt Yield:   12.7%

 

The following table presents historical occupancy percentages at the Met Center 15 Property:

 

Historical Occupancy

 

12/31/2016(1) 

 

12/31/2017(1) 

 

12/31/2018(1) 

 

12/31/2019(1) 

 

5/5/2020(2) 

100.0%  100.0%  100.0%  100.0%  100.0%

 

(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 Met Center 15 Property:

 

Cash Flow Analysis

 

   12/31/2016  12/31/2017  12/31/2018  12/31/2019  TTM 3/31/2020  U/W(1)  %(2)  U/W $ per SF
Base Rent  $2,831,829  $3,169,654  $3,222,325  $3,266,195  $3,277,337  $3,302,593  56.3%  $12.82  
Contractual Rent Steps(3)  0  0  0  0  0  972,111  16.6  3.77  
Grossed Up Vacant Space  0  0  0  0  0  0  0.0  0.00  
Gross Potential Rent  $2,831,829  $3,169,654  $3,222,325  $3,266,195  $3,277,337  $4,274,704  72.9%  $16.59  
Other Income  1,608  (209,733)  26,783  (2,620)  (4,237)  0  0.0  0.00  
Total Recoveries  1,772,007  1,481,664  1,599,348  1,640,052  1,658,912  1,589,967  27.1  6.17  
Net Rental Income  $4,605,444  $4,441,585  $4,848,456  $4,903,627  $4,932,012  $5,864,671  100.0%  $22.77  
(Vacancy & Credit Loss)  0  0  0  0  0 

(213,735)(4)

  (3.6)  (0.83)  
Effective Gross Income  $4,605,444  $4,441,585  $4,848,456  $4,903,627  $4,932,012  $5,650,935  96.4%  $21.94  
                           
Real Estate Taxes  723,256  943,587  955,275  922,650  984,878  1,022,604  18.1  3.97  
Insurance  32,783  51,786  50,363  55,249  55,272  61,488  1.1  0.24  
Management Fee  112,579  156,028  193,804  213,212  190,480  169,528  3.0  0.66  
Other Operating Expenses  469,528  396,278  456,034  447,509  416,652  447,509  7.9  1.74  
Total Operating Expenses  $1,338,146  $1,547,679  $1,655,476  $1,638,620  $1,647,282  $1,701,129  30.1%  $6.60  
                           
Net Operating Income  $3,267,298  $2,893,906  $3,192,980  $3,265,007  $3,284,730  $3,949,806  69.9%  $15.33  
Replacement Reserves  0  0  0  0  0  82,432  1.5  0.32  
TI/LC  0  0  0  0  0  492,881  8.7  1.91  
Net Cash Flow  $3,267,298  $2,893,906  $3,192,980  $3,265,007  $3,284,730  $3,374,493  59.7%  $13.10  
                           
NOI DSCR(5)  1.93x  1.71x  1.89x  1.93x  1.94x  2.33x        
NCF DSCR(5)  1.93x  1.71x  1.89x  1.93x  1.94x  1.99x        
NOI Debt Yield(5)  10.5%  9.3%  10.3%  10.5%  10.6%  12.7%        
NCF Debt Yield(5)  10.5%  9.3%  10.3%  10.5%  10.6%  10.9%        

 

(1)For the avoidance of doubt, no COVID-19 specific adjustments have been incorporated in the lender U/W.

(2)Represents (i) percent of Net Rental Income for all revenue fields and for Vacancy & Credit Loss and (ii) percent of Effective Gross Income for all other fields.

(3)Underwritten Contractual Rent Steps include $972,111 of rent steps through March 2021.

(4)The underwritten economic vacancy is 5.0%. The Met Center 15 Property was 100.0% physically occupied as of May 5, 2020.

(5)NOI DSCR, NOI DSCR, NOI Debt Yield and NCF Debt Yield are based on the Met Center 15 Mortgage Loan.

 

Appraisal. The appraiser concluded to an “as-is” appraised value of $53,500,000 as of November 7, 2019.

 

Environmental Matters. According to the Phase I environmental site assessment dated November 19, 2019, there was no evidence of any recognized environmental conditions at Met Center 15 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.

 

62 

 

 

Office - Suburban Loan #7 Cut-off Date Balance:   $31,000,000
7301 Metro Center Drive Met Center 15 Cut-off Date LTV:   57.9%
Austin, TX 78744   U/W NCF DSCR:   1.99x
    U/W NOI Debt Yield:   12.7%

 

Market Overview and Competition. The Met Center 15 Property is located approximately five miles southeast of the central business district of Austin, Texas. The Met Center 15 Property is located within the larger Met Center business park. Met Center is a 550-acre business park featuring over two million square feet of office and industrial flex space occupied by Electric Reliability Council of Texas, Pharmaceutical Product Development, Cyrus One, Iron Mountain, Waste Management, Progressive Casualty, Seton, General Motors, the Department of Veterans Affairs and others. Met Center is served by a redundant electric and telecommunications infrastructure, making it one of the most reliable business centers in the United States. Primary access to the Met Center 15 Property is provided by Interstate Highway 35, a north/south freeway that transverses the greater Austin area, and US Highway 183, a highway extending from Lampasas on the west through the greater Austin area. The Austin-Bergstrom International Airport is located adjacent to the east of the Met Center 15 Property. According to the appraisal, the Austin-Bergstrom International Airport offers over 150 daily departures to 44 destinations in the United States, Mexico and the United Kingdom.

 

Submarket Information - According to the appraisal, the Met Center 15 Property is located in the Southeast submarket within the Austin office market. As of the third quarter of 2019, the Southeast office submarket reported a total inventory of approximately 1.0 million square feet with a 9.3% vacancy rate and average asking rents of $30.96 per square foot.

 

The following table presents certain information relating to the appraiser’s market rent conclusions for the Met Center 15 Property:

 

Market Rent Summary(1)

 

  Office
Market Rent (PSF) $16.75
Lease Term (Years) 7
Free Rent Months 3
Lease Type (Reimbursements) Net
Rent Increase Projection 2.00% per annum
Tenant Improvements (New Tenants) (PSF) $15.00
Tenant Improvements (Renewals) (PSF) $5.00

 

(1)Information obtained from the appraisal.

 

The table below presents certain information relating to comparable sales pertaining to the Met Center 15 Property identified by the appraiser:

 

Comparable Sales(1)

 

Property Name Location Rentable Area (SF) Sale Date Sale Price Sales Price (PSF) Adjusted Sales Price (PSF)
3100 Alvin Devane Boulevard Austin, TX 70,388 Oct-19 $18,500,000 $262.83 $210.26
Research Park Plaza I & II Austin, TX 271,889 Jun-19 $123,500,000 $454.23 $204.40
Upcycle Building Austin, TX 81,660 May-19 $49,200,000 $602.50 $210.87
Travesia Corporate Park Austin, TX 176,668 Mar-19 $40,900,000 $231.51 $196.78
South Park G Austin, TX 206,418 Apr-18 $65,100,000 $315.38 $198.69

 

(1)Information obtained from the appraisal.

 

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

 

63 

 

 

Office - Suburban Loan #7 Cut-off Date Balance:   $31,000,000
7301 Metro Center Drive Met Center 15 Cut-off Date LTV:   57.9%
Austin, TX 78744   U/W NCF DSCR:   1.99x
    U/W NOI Debt Yield:   12.7%

 

The following table presents certain information relating to comparable properties to the Met Center 15 Property:

 

Comparable Leases(1)

 

Property Name/Location Year Built/ Renovated Total GLA (SF) Distance from Subject Occupancy Lease Term Tenant Size (SF) Annual Base Rent PSF TI Allowance PSF Lease Type

Former AMD Building

5202 E. Ben White

Austin, TX

1984/NAV 330,000 3.0 miles NAV 7.0 Yrs 122,301 $19.75 $0.00 Net

Northview Business Center

9001 N IH-35

Austin, TX

1971/NAV 262,067 12.8 miles NAV 10.0 Yrs 70,508 $20.00 $60.00 Net

Stonehollow 1

11525 Stonehollow Drive

Austin, TX

1996/NAV 69,035 16.5 miles NAV 6.0 Yrs 42,374 $16.80 $0.00 Net

Farmers Group Building

15700 Long Vista Drive

Austin, TX

1991/NAV 189,967 20.6 miles NAV 5.0 Yrs 189,967 $16.75 $7.50 Net

The Preserve at 620

8201 Ranch Road 620 North

Austin, TX

2006/NAV 226,329 27.0 miles NAV 7.0 Yrs 39,889 $21.50 $50.00 Net

 

(1)Information obtained from appraisal.

 

Escrows.

 

Immediate Repairs – At origination, the borrower was required to escrow $137,669 for immediate repairs.

 

Real Estate Taxes – At origination, the borrower was required to escrow $263,321 for real estate taxes. The borrower is required to make monthly payments of one-twelfth of the taxes payable during the next twelve months, currently equal to $87,774.

 

Insurance – The borrower will not be required to make monthly payments of one-twelfth of the insurance premiums the lender estimates will be payable during the next twelve months as long as the borrower maintains a blanket policy acceptable to the lender.

 

Replacement Reserve – The borrower is required to make monthly deposits of $6,869 ($0.32 per square foot annually) for replacement reserves.

 

TI/LC Reserve – The borrower is required to make monthly deposits of $26,833 ($1.25 per square foot annually) for tenant improvements and leasing commissions.

 

Outstanding TI/LC – At origination, the borrower was required to escrow $1,629,120 for outstanding tenant improvements and leasing commissions for the Progressive Casualty lease.

 

Free Rent Reserve – At origination, the borrower was required to escrow $909,592 representing three months of outstanding free rent obligations under the Progressive Casualty lease.

 

Lockbox and Cash Management. The Met Center 15 Mortgage Loan documents require a hard lockbox with springing cash management. At origination, the borrower was required to deliver written instructions to tenants directing them to deposit all rents payable under such leases directly into a lender-controlled lockbox account. The Met Center 15 Mortgage Loan documents require that all rents and other funds from operations received by the borrower or the property manager be deposited into the lockbox within one business day after receipt.

 

Prior to a Trigger Period (as defined below), funds in the lockbox account will be transferred daily to a borrower operating account. During a Trigger Period, all amounts in the lockbox account are to be transferred daily to the cash management account for the payment, among other things, of the debt service under the Met Center 15 Mortgage Loan and Met Center 15 Mezzanine Loan (as defined below), monthly escrows and other expenses described in the Met Center 15 Mortgage Loan documents. To the extent that there is excess cash flow following these disbursements, the excess cash will be held by the lender as additional security for the Met Center 15 Mortgage Loan.

 

A “Trigger Period” will commence upon the earliest of (i) an event of default under the Met Center 15 Mortgage Loan documents or under the Met Center 15 Mezzanine Loan documents, (ii) the debt service coverage ratio of the Met Center 15 Property being less than 1.20x or (iii) a Progressive Trigger Event (as defined below). A Trigger Period will cease upon: with respect to clause (i), the cure and acceptance of the cure by the lender of such event of default; with respect to clause (ii), the debt service coverage ratio being greater than or equal to 1.25x for two consecutive calendar quarters; with respect to clause (iii), the occurrence of a Progressive Trigger Event Cure (as defined 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.

 

64 

 

 

Office - Suburban Loan #7 Cut-off Date Balance:   $31,000,000
7301 Metro Center Drive Met Center 15 Cut-off Date LTV:   57.9%
Austin, TX 78744   U/W NCF DSCR:   1.99x
    U/W NOI Debt Yield:   12.7%

 

A “Progressive Trigger Event” will commence upon the occurrence of (i) the borrower failing to satisfy the Progressive Renewal Criteria (as defined below) on or before the earlier of (x) February 28, 2025 (one year prior to lease expiration) and (y) the date which Progressive Casualty is required to deliver notice of its lease renewal under its lease, (ii) Progressive Casualty terminating, giving notice of its intent to terminate or not renewing its lease, (iii) Progressive Casualty “going dark,” vacating or abandoning all or part of its leased space, (iv) bankruptcy or insolvency of Progressive Casualty, its parent company or lease guarantor, (v) Progressive Casualty defaulting under its lease or (vi) Progressive Casualty’s credit rating falling below BBB- or the equivalent by two out of three of Moody’s, S&P or Fitch. A Progressive Trigger Event will end upon a Progressive Trigger Event Cure.

 

A “Progressive Trigger Event Cure” will occur upon, with regard to a Progressive Trigger Event caused by clause (i) above, the satisfaction of the Progressive Renewal Criteria or Progressive Replacement Lease Criteria (as defined below), with respect to clause (ii) above, the satisfaction of the Progressive Replacement Lease Criteria, with respect to clause (iii) above, the satisfaction of the Progressive Replacement Lease Criteria or the borrower providing evidence that Progressive has resumed occupancy and is operating out of its entire leased space, with respect to clause (iv) above, the satisfaction of the Progressive Replacement Lease Criteria or Progressive no longer being subject to bankruptcy or insolvency proceedings, with respect to clause (v) above, the satisfaction of the Progressive Replacement Lease Criteria or Progressive being cured of such event of default or with respect to clause (vi) above, the satisfaction of the Progressive Replacement Lease Criteria or the lender’s receipt of satisfactory evidence that Progressive’s credit rating is at or above BBB-.

 

The “Progressive Renewal Criteria” means that the lender has received (i) evidence that the Progressive lease has been renewed under the terms of its lease for a term not less than three years and (ii) receipt of an updated estoppel satisfactory to the lender under the Met Center 15 Mortgage Loan documents.

 

The “Progressive Replacement Lease Criteria” is satisfied under the following conditions: (i) the borrower has entered into a lease or leases with tenant(s) acceptable under the Met Center 15 Mortgage Loan documents, (ii) each replacement tenant being in physical occupancy and paying full contractual rent and (iii) the borrower providing the lender with a copy of the replacement lease(s), estoppel(s) in form and substance acceptable to the lender, a subordination, non-disturbance and attornment agreement if requested by the lender, evidence that the borrower has performed and paid for all tenant improvements and leasing commissions under the replacement leases and an updated rent roll.

 

Property Management. The Met Center 15 Property is managed by Clear Vista Management (US), LLC. Clear Vista Management (US), LLC subcontracts the property management services at the Met Center 15 Property to Cushman & Wakefield U.S., Inc.

 

Partial Release. Not permitted.

 

Real Estate Substitution. Not permitted.

 

Subordinate and Mezzanine Indebtedness. On February 14, 2020, Barclays Capital Real Estate Inc. funded a $10,000,000 mezzanine loan (the “Met Center 15 Mezzanine Loan”) to MC 15 Member, LLC, a Delaware limited liability company owing 100.0% of the borrower under the Met Center 15 Mortgage Loan documents. The Met Center 15 Mezzanine Loan was sold to a third-party investor subsequent to origination (together with the Met Center 15 Mortgage Loan, the “Met Center 15 Whole Loan”). The Met Center 15 Mezzanine Loan accrues at a rate of 10.000% per annum and requires interest-only payments through the maturity date of March 6, 2030. The rights of the lender of the Met Center 15 Mezzanine Loan are further described under “Description of the Mortgage Pool – Additional Indebtedness – Mezzanine Indebtedness” in the Preliminary Prospectus.

 

Terrorism Insurance. The Met Center 15 Mortgage 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 Met Center 15 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.

 

65 

 

Retail – Lifestyle Center Loan #8 Cut-off Date Balance:   $30,000,000
2623 Northeast University Village Street University Village Cut-off Date LTV:   38.5%
Seattle, WA 98105   U/W NCF DSCR:   3.39x
    U/W NOI Debt Yield:   11.8%

 

 

 

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

 

66 

 

 

Retail – Lifestyle Center Loan #8 Cut-off Date Balance:   $30,000,000
2623 Northeast University Village Street University Village Cut-off Date LTV:   38.5%
Seattle, WA 98105   U/W NCF DSCR:   3.39x
    U/W NOI Debt Yield:   11.8%

 

 

 

 

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

 

67 

 

  

No. 8 – University Village
 
Mortgage Loan Information   Mortgaged Property Information
Mortgage Loan Seller: Column   Single Asset/Portfolio: Single Asset

Credit Assessment

(Fitch/KBRA/Moody’s): 

BBB+(sf) / BBB-sf / A2(sf)   Property Type – Subtype: Retail – Lifestyle Center
Original Principal Balance(1): $30,000,000   Location: Seattle, WA
Cut-off Date Balance(1): $30,000,000   Size: 597,635 SF
% of Initial Pool Balance: 4.1%   Cut-off Date Balance Per SF(1): $418.32
Loan Purpose: Refinance   Maturity Date Balance Per SF(1): $418.32
Borrower Sponsor: Stuart M. Sloan   Year Built/Renovated: 1956/2019
Guarantor: Stuart M. Sloan   Title Vesting: Fee
Mortgage Rate: 3.3000%   Property Manager: Self-Managed
Note Date: December 2, 2019   Current Occupancy (As of)(1)(2): 100% (11/18/2019)
Seasoning: 6 months   YE 2018 Occupancy: 98.8%
Maturity Date: December 6, 2029   YE 2017 Occupancy: 97.6%
IO Period: 120 months   YE 2016 Occupancy: 98.1%
Loan Term (Original): 120 months   As-Is Appraised Value(1): $650,000,000
Amortization Term (Original): NAP   As-Is Appraised Value Per SF(1): $1,087.62
Loan Amortization Type: Interest-only, Balloon   As-Is Appraisal Valuation Date: October 23, 2019
Call Protection: L(30),GRTR 1% or YM or D(83),O(7)      
Lockbox Type: Hard/Springing Cash Management   Underwriting and Financial Information(1)
Additional Debt(1): Yes   TTM NOI (9/30/2019): $27,753,154
Additional Debt Type (Balance)(1): Pari Passu ($220,000,000) ; Subordinate ($130,000,000)   YE 2018 NOI: $27,318,862
      YE 2017 NOI: $25,539,420
      YE 2016 NOI: NAV
      U/W Revenues(3): $41,651,294
      U/W Expenses: $12,188,610
Escrows and Reserves(4)   U/W NOI: $29,462,684
  Initial Monthly Cap   U/W NCF: $28,377,547
Taxes $0 Springing NAP   U/W DSCR based on NOI/NCF: 3.52x / 3.39x
Insurance $0 Springing NAP   U/W Debt Yield based on NOI/NCF: 11.8% / 11.4%
Capital Expenditure Reserve $0 Springing $298,818   U/W Debt Yield at Maturity based on NOI/NCF: 11.8% / 11.4%
TI/LC Reserve $0 Springing $1,792,905   Cut-off Date LTV Ratio: 38.5%
Alterations Reserve $14,189,947(5) $0 NAP   LTV Ratio at Maturity: 38.5%
Unfunded Obligations Reserve $3,299,128 $0 NAP      
             
Sources and Uses
Sources         Uses      
Original senior loan amount $250,000,000   65.8%   Payoff existing debt $247,800,021   65.2%
Subordinate companion loan amount 130,000,000   34.2   Repayment of development costs 56,985,715   15.0
          Return of equity 54,550,891   14.4
          Upfront reserves 17,489,075   4.6
          Closing costs 3,174,298   0.8
Total Sources $380,000,000   100.0%   Total Uses $380,000,000   100.0%

 

(1)The Cut-off Date Balance Per SF, Maturity Date Balance Per SF, U/W DSCR based on NOI/NCF, U/W Debt Yield based on NOI/NCF, U/W Debt Yield at Maturity based on NOI/NCF, Cut-off Date LTV Ratio and LTV Ratio at Maturity numbers presented above are based on the University Village Senior Loan (as defined below). The U/W DSCR based on NOI/NCF, U/W Debt Yield based on NOI/NCF, U/W Debt Yield at Maturity based on NOI/NCF, Cut-off Date LTV Ratio and LTV Ratio at Maturity based upon the University Village Whole Loan (as defined below) are 2.32x/2.23x, 7.8%/7.5%, 7.8%/7.5%, 58.5% and 58.5%, respectively. All NOI, NCF and occupancy information, as well as the appraised value, were determined prior to the emergence of the novel coronavirus pandemic, and the economic disruption resulting from measures to combat the pandemic, and all DSCR, LTV and Debt Yield metrics were calculated, and the University Village Whole Loan was underwritten, based on such prior information. See “Risk Factors-Coronavirus Pandemic Has Adversely Affected the Global Economy and Will Likely Adversely Affect the Performance of the Mortgage Loans” in the Preliminary Prospectus.

(2)Based on the November 2019 underwritten rent roll including three temporary tenants. Excluding temporary tenants, the University Village Property is 97.6% leased.

(3)U/W Revenues includes Base Rent, Year-1 Rent Steps ($581,098), Overage Rent ($568,966), Credit Tenant Rent Steps ($201,721) and Signed-Not-Occupied Rent ($606,875).

(4)See “Escrows” section below.

(5)As of April 8, 2020, approximately $11.6 million has been released to the borrower for completed construction.

 

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

 

68 

 

 

Retail – Lifestyle Center Loan #8 Cut-off Date Balance:   $30,000,000
2623 Northeast University Village Street University Village Cut-off Date LTV:   38.5%
Seattle, WA 98105   U/W NCF DSCR:   3.39x
    U/W NOI Debt Yield:   11.8%

 

The Mortgage Loan. The mortgage loan (the “University Village Mortgage Loan”) is part of a whole loan (the “University Village Whole Loan”) that is evidenced by three pari passu senior promissory notes in the aggregate original principal amount of $250,000,000 (the “University Village Senior Loan”) and one subordinate promissory note in the original principal amount of $130,000,000 (the “University Village Subordinate Companion Loan”). The University Village Whole Loan is secured by a first priority fee mortgage encumbering a 597,635 square foot open air, retail lifestyle center located in Seattle, Washington (the “University Village Property”). The University Village Mortgage Loan is evidenced by the non-controlling senior promissory note A-3 in the original principal amount of $30,000,000. The remaining University Village Senior Loan pari passu notes are referred to herein as the “University Village Pari Passu Companion Loans”. As shown in the “Note Summary” table below, two promissory notes in the original aggregate principal amount of $305,000,000 were contributed to the CSMC 2019-UVIL securitization trust. The University Village Whole Loan will be serviced pursuant to the trust and servicing agreement for the CSMC 2019-UVIL securitization trust. See “Description of the Mortgage Pool—The Whole Loans—The Non-Serviced AB Whole Loans— The University Village Whole Loan” and “Pooling and Servicing Agreement—Servicing of the Non-Serviced Mortgage Loans” in the Preliminary Prospectus.

 

Note Summary

 

Notes Original Balance Cut-off Date Balance Note Holder Controlling Piece
A-1 $175,000,000 $175,000,000 CSMC 2019-UVIL No
A-2 45,000,000 45,000,000 CSAIL 2020-C19 No
A-3 30,000,000 30,000,000 WFCM 2020-C56 No
B 130,000,000 130,000,000 CSMC 2019-UVIL Yes
Total $380,000,000 $380,000,000    

 

The Borrower and Borrower Sponsor. The borrower is University Village Limited Partnership, a Washington limited partnership with one independent director (the “University Village Borrower”). Legal counsel to the University Village Borrower delivered a non-consolidation opinion in connection with the origination of the University Village Whole Loan. The University Village Borrower is indirectly 94.9% owned by Stuart M. Sloan, and the remaining interests are held by minority holders.

 

The borrower sponsor and nonrecourse carve-out guarantor is Stuart M. Sloan. Mr. Sloan began his career as President and Director of Schuck’s Auto Supply Inc. which he grew from 8 to 58 stores becoming the Pacific Northwest’s dominant retail automotive parts and supply retailer before merging with Seattle-based Pay ‘n Save Corporation. Mr. Sloan went on to found Sloan Capital Companies in 1984 to invest in operating companies and commercial properties and also co-founded Egghead Discount Software in 1984, which then became the nation’s largest reseller of computer software. In 1986, Mr. Sloan acquired the majority interest in Quality Food Centers, Inc., the largest independent retail grocery chain in the Seattle/King County market, which was subsequently merged with Fred Meyer, Inc. The guarantor is required to maintain a minimum net worth (exclusive of the University Village Property) of not less than $100.0 million during the loan term.

 

The Property. The University Village Property is a 597,635 square foot open-air, retail lifestyle center located in Seattle, Washington. The University Village Property was constructed, renovated, and expanded between 1956 and 2019, with 19 buildings situated on approximately 23.6 acres. The borrower sponsor has transformed the University Village Property since acquisition in 1993 into an upscale lifestyle center with a mix of signature national tenants and local boutiques combined with a distinct collection of restaurants and service providers. Approximately three miles northeast of the Seattle central business district, the University Village Property is adjacent to the University of Washington. The University Village Property is rated A+ by Green Street Advisors, has a TAP score of 99, and is LEED Silver Certified.

 

There are 2,439 parking spaces at the University Village Property that are included in the collateral, resulting in a parking ratio of 4.1 spaces per 1,000 square feet of net rentable area (“NRA”). The University Village Property was most recently renovated in 2019 when capital expenditures of $71.2 million were allocated to expand parking and retail space. Construction of a new 473-stall parking garage was completed in November 2019.

 

The University Village Property is anchored by Apple (M/S&P/F: Aa1/AA+/AA, 13,920 square feet), Restoration Hardware Gallery (43,846 square feet) and Crate & Barrel (36,875 square feet). Apple, Restoration Hardware Gallery, and Crate & Barrel have reported sales of approximately $107.9 million ($7,751 per square foot), $23.7 million ($541 per square foot) and $14.2 million ($455 per square foot), respectively, as of the trailing twelve-month period ending July 2019.

 

As of November 18, 2019, the University Village Property was approximately 100.0% leased by 126 tenants and 97.6% leased when excluding three temporary tenants. The University Village Property’s tenancy caters to high-price and mid-price point customers with tenants that include Apple, Restoration Hardware Gallery, Crate & Barrel, Pottery Barn, Tesla, Microsoft, Amazon Books, and Bartell Drugs. As of July 2019, gross mall sales for all tenants were approximately $515.7 million, while comparable sales for all tenants were $411.6 million during the same period. Sales per square foot for comparable stores less than 15,000 square feet were approximately $1,123, and sales per square foot for comparable stores less than 15,000 square feet (excluding Apple) were $782.

 

The borrower sponsor is completing a $71.2 million expansion at the University Village Property, which includes a new 473-stall, 217,778 square foot parking garage that opened in November 2019, as well as retail space for Peloton (LXD 1/2031), Shake Shack (LXD 1/2031), and Hello Robin (LXD 4/2030), which have taken occupancy in the spring of 2020 for a total of 7,075 square feet.

 

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

 

69 

 

 

Retail – Lifestyle Center Loan #8 Cut-off Date Balance:   $30,000,000
2623 Northeast University Village Street University Village Cut-off Date LTV:   38.5%
Seattle, WA 98105   U/W NCF DSCR:   3.39x
    U/W NOI Debt Yield:   11.8%

 

Four spaces, totaling 36,023 square feet or 6.0% of total square feet are leased for office use consisting of Virginia Mason (19,909 square feet), Bright Horizons (13,070 square feet), Kumon Learning Center (2,560 square feet) and Benchmark Associates (484 square feet).

 

The University Village Property is located in the Northgate/Central submarket, one of Seattle’s most affluent retail markets with strong trade demographics. The University Village Property occupies a prime urban infill location with a population of 532,088 within a 5-mile radius, and benefits from its proximity to the University of Washington (47,571 students enrolled in September 2019).

 

COVID-19 Update. As of May 8, 2020, the University Village Property is open, however, many tenants are closed. The borrower sponsor is also in active conversations with large and small tenants for payment timing and pursuing collections for April 2020 and May 2020 rents. As of May 8, 2020 no rental relief agreements have been signed, however, not all rents have been collected. As of the March 2020 rent roll, the University Village Property remains 97.9% occupied. As of the beginning of May 2020, government guidelines around a phased reopening had begun with curbside pick-up for non-essential businesses and some appointment based businesses now being allowed. The University Village Property tenants are preparing for this and several began such services.

 

The May debt service payment has been made. As of the date hereof, the University Village Whole Loan is not subject to any modification or forbearance request.

 

Major Tenants. The University Village Property is anchored by Apple (M/S&P/F: Aa1/AA+/AA, 13,920 square feet), Restoration Hardware Gallery (43,846 square feet) and Crate & Barrel (36,875 square feet). Apple, Restoration Hardware Gallery, and Crate & Barrel have reported sales of approximately $107.9 million ($7,751 per square foot), $23.7 million ($541 per square foot) and $14.2 million ($455 per square foot), respectively, as of the trailing twelve-month period ending July 2019.

 

The following table presents certain information relating to the tenancy at the University Village Property:

 

Major Tenants

 

Tenant Name Ratings
Moody’s/S&P/
Fitch(1)
NRA
(SF)(2)
% of
Total
NRA
Annual U/W
Base
Rent PSF(3)
Annual U/W
Base Rent
% of
Annual
U/W
Base
Rent
Sales PSF(4) Occ.
Costs(5)
Lease
Expiration
Date
Extension
Option
Term.
Option
(Y/N)
Apple Aa1 / AA+ / AA 13,920 2.3% $155.58 $2,165,722 6.7% $7,751 2.1% 6/30/2028 3, 5-year N
Restoration Hardware Gallery NR / NR / NR 43,846 7.3% $42.65 $1,870,000 5.8% $541 8.0% 1/31/2032 5, 5-year N
Crate & Barrel NR / NR / NR 31,300 5.2% $45.79 $1,433,330 4.4% $455 14.3% 1/31/2026 None N
Pottery Barn NR / NR / NR 15,135 2.5% $68.00 $1,029,180 3.2% $452 18.3% 1/31/2029 None N
Bartell Drugs NR / NR / NR 20,633 3.5% $48.57 $1,002,167 3.1% $904 7.4% 1/31/2024 None N
Virginia Mason NR / NR / NR 19,909 3.3% $43.50 $866,042 2.7% NAV NAV 12/1/2028 2, 5-year N
Room & Board NR / NR / NR 28,401 4.8% $28.00 $795,228 2.5% $678 4.7% 9/30/2022 1, 5-year N
H&M(6) NR / NR / NR 18,560 3.1% $41.82 $776,179 2.4% $238 25.5% 1/31/2022 None Y
Williams Sonoma NR / NR / NR 10,184 1.7% $63.00 $641,592 2.0% $459 17.9% 1/31/2030 None N
Lululemon NR / NR / NR 7,847 1.3% $76.28 $598,573 1.8% $918 10.1% 1/31/2024 1, 5-year N
Top 10 Tenants   209,735 35.1% $53.30 $11,178,013 34.4%          
Other Tenants   348,288 58.3% $59.28 $20,645,865 63.6%          
Storage   25,270 4.2% $24.89 $628,939 1.9%          
Total Occupied Collateral   583,293 97.6% $55.64 $32,452,817 100.0%          
Vacant(7)   14,342 2.4%                
Collateral Total   597,635 100.0%                

 

(1)Credit Ratings include ratings for the parent companies of tenants, although such parent companies may not guarantee the related leases.

(2)NRA (SF) for Crate & Barrel, Pottery Barn, Williams Sonoma and Lululemon reflects each tenant’s primary retail space and does not include additional leased storage spaces.

(3)Inclusive of base rent, SNO tenant rent, rent steps, and credit tenant rent steps.

(4)Calculated using square feet of tenants that represent comparable sales as of November 2019.

(5)Calculated based on current UW rent, steps, credit tenant rent steps, overage rent, and recoveries for tenants with comparable sales only.

(6)During the period from February 1, 2019 through January 31, 2022, H&M has the right to terminate its lease upon 270 days’ prior written provided that the tenant is not then in default under the terms of the lease.

(7)Reflects three temporary tenants totalling 14,342 square feet.

 

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

 

70 

 

 

Retail – Lifestyle Center Loan #8 Cut-off Date Balance:   $30,000,000
2623 Northeast University Village Street University Village Cut-off Date LTV:   38.5%
Seattle, WA 98105   U/W NCF DSCR:   3.39x
    U/W NOI Debt Yield:   11.8%

 

The following table presents certain information relating to tenant sales at the University Village Property:

 

Tenant Sales (PSF)

 

Major Tenant Name TTM July 2019
Sales PSF(1)

Occupancy

Cost(1)(2)

Apple $7,751 2.1%
Restoration Hardware Gallery $541 8.0%
Crate & Barrel $455 14.3%
Pottery Barn $452 18.3%
Bartell Drugs $904 7.4%
Virginia Mason NAV NAV
Room & Board $678 4.7%
H&M $238 25.5%
Williams Sonoma $459 17.9%
Lululemon $918 10.1%

 

(1)Calculated using square feet of tenants that represent comparable sales as of November 2019.

(2)Calculated based on current UW rent, steps, credit tenant rent steps, overage rent, and

(3)recoveries for tenants with comparable sales only.

 

Historical Sales and Occupancy Cost(1)

 

  2017   2018   July 2019 TTM
  Sales PSF Occupancy
Cost(2)
  Sales PSF Occupancy
Cost(2)
  Sales PSF Occupancy
Cost(2)
Inline Comp Sales (Less than 15,000 SF) $1,012 8.9%   $1,134 7.9%   $1,123 8.0%
Inline Comp Sales (Less than 15,000 SF) Excluding Apple(2) $757 11.4%   $768 11.2%   $782 11.0%

 

(1)Includes current tenants with comparable sales.

(2)Calculated based on current UW rent, steps, credit tenant steps, recoveries, and overage rent.

 

The following table presents certain information relating to the lease rollover schedule at the University Village Property:

 

Lease Expiration Schedule(1)(2)

 

Year

No.

of Leases

Expiring

Expiring
NRSF
% of Total
NRSF

Cumulative

NRA

Expiring

Cumulative

% of NRA

Expiring

Annual
 U/W
Base Rent(3)
% 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
2020  21 23,767 4.0%  23,767  4.0% $1,194,404  3.7% $50.25
2021  21 36,304 6.1%  60,071 10.1%  $2,579,908  7.9% $71.06
2022  18 66,111 11.1%  126,182  21.2% $2,745,555  8.5% $41.53
2023  16 50,193 8.4%  176,375  29.7%  $2,776,134  8.6% $55.31
2024  24 89,214 15.0%  265,589  44.7%  $4,856,023  15.0% $54.43
2025  12 42,178 7.1%  307,767  51.8%  $2,458,759  7.6% $58.29
2026  9 56,010 9.4%  363,777  61.2%  $2,736,837  8.4% $48.86
2027  15 37,048 6.2%  400,825  67.5%  $2,405,570  7.4% $64.93
2028  9 54,085 9.1%  454,910  76.6%  $4,150,962  12.8% $76.75
2029  10 41,540 7.0%  496,450  83.6% $2,508,726  7.7% $60.39
2030 & Beyond  11 83,246  14.0%  579,696  97.6% $4,039,940 12.4% $48.53
Vacant(4) 3 14,342 2.4%  594,038  100.0% $0        0.0% $0.00
Total 169 594,038 100.0%     $32,452,817 100.0% $55.98

 

(1)Excludes the management office of 3,597 square feet.

(2)Certain tenants have more than one lease. In addition, certain tenants may have lease termination options that are exercisable prior to the originally stated expiration date.

(3)Inclusive of Base Rent, Sign-Not-Occupied Rent and Rent Steps.

(4)Vacant reflects three temporary tenants totaling 14,342 square feet.

 

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

 

71 

 

 

Retail – Lifestyle Center Loan #8 Cut-off Date Balance:   $30,000,000
2623 Northeast University Village Street University Village Cut-off Date LTV:   38.5%
Seattle, WA 98105   U/W NCF DSCR:   3.39x
    U/W NOI Debt Yield:   11.8%

 

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

 

Historical Occupancy

 

12/31/2012(1)

12/31/2013(1)

12/31/2014(1)

12/31/2015(1)

12/31/2016(1)

12/31/2017(1)

12/31/2018(1)

11/18/2019(2)

99.1% 99.3% 99.6% 97.9% 98.1% 97.6% 98.8% 100.0%

 

(1)Reflects historical average occupancy and does not include temporary tenants.

(2)Based on the November 2019 underwritten rent roll including three temporary tenants. Excluding temporary tenants, the University Village Property is 97.6% leased to 123 tenants.

 

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 University Village Property:

 

Cash Flow Analysis

 

  2017 2018 TTM
9/30/2019
Budget 2020 U/W(1) %(2) U/W $
per SF
Base Rent $28,102,730 $29,739,478 $30,523,086 $31,312,267 $31,063,123 74.7% $51.98
Signed Not Occupied Rent(3) 0 0 0 0 606,875 1.5 1.02
Rent Steps(2) 0 0 0 0 782,820 1.9 1.31
Overage Rent

659,113

620,251

669,246

500,000

568,966

1.4

0.95

Total Rent Revenue $28,761,843 $30,359,729 $31,192,332 $31,812,267 $33,021,783 79.4% $55.25
Total Recoveries $7,489,134 $7,972,617 $7,871,870 $8,294,104 $8,727,103 21.0% $14.60
Gross Up Vacant Space

0

0

0

0

1,162,243

2.8

1.94

Gross Potential Income $36,250,977 $38,332,346 $39,064,202 $40,106,371 $42,911,129 103.2% $71.80
(Vacancy & Credit Loss)

(149,343)

0

(47,987)

(90,000)

(1,323,023)

(3.2)

(2.21)

Net Rental Income $36,101,634 $38,332,346 $39,016,215 $40,016,371 $41,588,106 100.0% $69.59
Other Income 47,563 85,963 63,188 45,000 63,188 0.2 0.11
Effective Gross Income $36,149,197 $38,418,309 $39,079,403 $40,061,371 $41,651,294 100.2% $69.69
Total Expenses $10,609,777 $11,099,447 $11,326,249 $12,188,610 $12,188,610 29.3% $20.39
Net Operating Income $25,539,420 27,318,862 $27,753,154 $27,872,761 $29,462,684 70.7% $49.30
Capital Expense Reserve 0 0 0 0 149,409  0.4 0.25
TI/LC

0

0

0

0

935,728

2.2

1.57

Net Cash Flow $25,539,420 $27,318,862 $27,753,154 $27,872,761 $28,377,547 68.1% $47.48
               
NOI DSCR 3.05x 3.27x 3.32x 3.33x 3.52x    
NCF DSCR 3.05x 3.27x 3.32x 3.33x 3.39x    
NOI Debt Yield 10.2% 10.9% 11.1% 11.1% 11.8%    
NCF Debt Yield 10.2% 10.9% 11.1% 11.1% 11.4%    

 

(1)For the avoidance of doubt, no COVID-19 specific adjustments have been incorporated in the lender U/W.

(2)Represents percent of Net Rental Income for all revenue lines and represents percent of Effective Gross Income for the remainder of fields.

(3)U/W Signed-Not-Occupied Rent includes rent from Shake Shack (3,520 square feet), Hello Robin (1,100 square feet) and Peloton (2,455 square feet). Tenants are part of a new development at the University Village Property and are anticipated to open in the summer of 2020.

(4)U/W Rent Steps includes rent increases occurring through December 31, 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.

 

72 

 

 

Retail – Lifestyle Center Loan #8 Cut-off Date Balance:   $30,000,000
2623 Northeast University Village Street University Village Cut-off Date LTV:   38.5%
Seattle, WA 98105   U/W NCF DSCR:   3.39x
    U/W NOI Debt Yield:   11.8%

 

Appraisal. The appraiser concluded to an “as-is” appraised value of $650,000,000 as of October 23, 2019.

 

Environmental Matters. Based on a Phase I environmental report dated November 26, 2019, the environmental consultant identified certain RECs and an HREC at the University Village Mortgaged Property in connection with current and historic off-site operations or historic on-site operations, including a gas station and automotive repair operations. The environmental consultant estimated the potential risks associated with such contamination, including total investigation and remediation costs, to be approximately $1,150,000 but did not recommend any further action in connection with such RECs and HREC. The University Village Borrower obtained a $10.0 million environmental liability insurance policy, with a policy period of thirteen years from Great American Insurance Group, covering, among other things, any regulatory required site investigation and remediation of unknown contamination and disclosed known contamination for the University Village Property.

 

Market Overview and Competition. The University Village Property is located at the northeast corner of 25th Avenue Northeast and Northeast 45th Street in the University District (“U-District”) neighborhood of Seattle, King County, Washington, approximately three miles northeast of the central business district. The U-District is a residential and retail area designed to serve the University of Washington campus, its student body and associated employee base. The U-District is bounded by Interstate 5 to the west, Northeast 55th Street to the north, 40th Avenue Northeast to the east, and Portage Bay/State Route 520 to the south. The subject campus is surrounded by a mix of single-family homes, apartment buildings, and more recently built townhome/condominium projects.

 

The University Village Property is adjacent to the University of Washington, which recorded 47,571 students enrolled in September 2019. The University of Washington is also one of the region’s largest employers, with an academic and administrative staff of over 20,000. The local area also includes the University of Washington Medical Center and Seattle Children’s Hospital, both of which are major regional hospitals serving patients from across the Pacific Northwest.

 

According to the appraisal, the University Village Property has a primary trade area consisting of a five-mile radius that contains 532,088 people, with an average household income of $135,950 as of 2019. The secondary trade area, defined as being within a 10-mile radius of the University Village Property, contains approximately 1,202,970 people, with an average household income of $135,570 as of 2019. The University Village Property’s Northgate/Central submarket is the smallest of the 4 submarkets in the Seattle market with 3,513,000 square feet of retail space or 12.9% of total inventory. The submarket vacancy rate was 2.5%, the lowest of the 4 submarkets, with vacancies of 2.8% in community, and 2.3% in neighborhood centers. A third-party market research provider projects vacancy will decline further to 2.1% by 2023. As of third quarter 2019, the average asking rent was $28.05 per square foot, the second highest of the 4 submarkets, and was $28.73 per square foot for community centers, and $27.47 per square foot for neighborhood centers. Since 2014, average asking rent rose 8.7% from $25.80, increased 6.9% from $26.87 per square foot for community centers, and grew 10.5% from $24.87 per square foot for neighborhood centers. A third-party market research provider projects average asking rent will increase 15.4% to $32.36 per square foot by 2023.

 

The following table presents certain information relating to the primary competition for the University Village Property:

 

Competitive Set(1)
  Distance
to Subject
(mi.)
Property Type Year Built/
Renovated
Total Gross
Leasable
Area
Total
Occupancy
Sales per
Square Foot
Anchors
University Village -- Lifestyle Center 1956/2019 597,635 100% $617-$659 Anthropologie, Apple, Bartell Drugs, CB2, Crate & Barrel, The Gap, H&M, Pottery Barn, RH Gallery, Room & Board, Williams Sonoma
Bellevue Square 5.5 Super Regional Mall 1946/2019 845,650 100% $500-$600 Nordstrom, Macy’s, Zara, Pottery Barn, Uniqlo, Cheesecake Factory, Banana Republic, Apple Store
Pacific Place 4.0 Urban Specialty Center 1998/2019 330,000 75% $500-$650 AMC Theaters, Barnes & Noble, Nordstrom (Adjacent)
Alderwood Mall 11.6 Super Regional Mall 1979/2009 1,438,713 100% NAV JCPenney, Loews Cineplex, Nordstrom, Macy’s, REI, Forever 21, American Girl, Zara, H&M
Southcenter Mall 14.3 Super Regional Mall 1968/2008 1,843,292 100% $700-$800 JCPenney, Macy’s, Nordstrom, Sears, Grill City, Seafood City Supermarket, Round 1, The Container Store
Redmond Town Center 8.3 Lifestyle Center 1996 138,796 97% NAV Bed Bath & Beyond, Cost Plus World Market, 24 Hour Fitness, iPic Theatres
Shops at Bravern 5.9 Lifestyle Center 1992 294,436 100% NAV Neiman Marcus, Life Time Athletic

 

(1)Information obtained from the appraisal.

 

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

 

73 

 

 

Retail – Lifestyle Center Loan #8 Cut-off Date Balance:   $30,000,000
2623 Northeast University Village Street University Village Cut-off Date LTV:   38.5%
Seattle, WA 98105   U/W NCF DSCR:   3.39x
    U/W NOI Debt Yield:   11.8%

 

Escrows.

 

Alterations Reserve – At origination, the University Village Borrower deposited into escrow $14,189,947 into an alterations reserve to complete work related to the West Garage and retail buildouts for space leased to Peloton, Hello Robin, and Shake Shack and $3,299,128 for all outstanding tenant improvements, leasing commissions, free rent, gap rent, or rent abatement obligations. With respect to the alterations reserve, approximately $11.6 million has been released to the University Village Borrower based upon partial completion of the construction.

 

Real Estate Taxes – During a Trigger Period (as defined below), the University Village Borrower will be required to deposit 1/12th of certain yearly tax obligations within 30 days prior to the date that such taxes are due and payable.

 

Insurance Reserve – During a Trigger Period (as defined below), the University Village Borrower will be required to deposit 1/12th of annual insurance premiums due (unless there is an approved blanket policy in place) within 30 days prior to the date that such premiums are due and payable.

 

Capital Expenditures Reserve – During a Trigger Period, the University Village Borrower will be required to deposit 1/12th of $0.25 per rentable square foot (capped at collections for 24 months) to be used for capital expenditures in accordance with the terms of the loan documents.

 

Leasing Reserve – During a Trigger Period, the University Village Borrower will be required to deposit 1/12th of $1.50 per rentable square foot (capped at collections for 24 months) to be used for tenant improvements and leasing commissions in accordance with the terms of the University Village Whole Loan documents. The University Village Borrower is also required to deposit any termination fees paid by any tenant under a lease into the leasing reserve during a Trigger Period and, in the absence of a Trigger Period, the University Village Borrower is only required to deposit such termination fees that exceed $1,000,000.

 

Lockbox and Cash Management. The University Village Whole Loan is structured with a hard lockbox with springing cash management during a Trigger Period. At origination, the University Village Borrower and property manager were required to send direction letters to tenants instructing them to deposit all rents and payments into the lockbox account controlled by the lender. During the continuance of a Trigger Period, all funds in the lockbox account are swept daily to a cash management account under the control of the lender and disbursed during each interest period of the term of the University Village Whole Loan in accordance with the University Village Whole Loan documents. During the continuance of a Trigger Period, all excess cash flow, after payments made in accordance with the University Village Whole Loan documents for, amongst other things, debt service, required reserves and operating expenses, will be held as additional collateral for the University Village Whole Loan.

 

A “Trigger Period” will commence (i) upon a University Village Whole Loan event of default, (ii) if the debt yield falls below 6.0% based on the University Village Whole Loan and ends when the debt yield rises to or above 6.0% based on the University Village Whole Loan for one calendar quarter (tested on the last day of each calendar month)(which may be cured by depositing cash or a letter of credit or partially prepaying the University Village Whole Loan, in each case, in the amount sufficient to reach the required debt yield), or (iii) following the occurrence of a bankruptcy event with respect to the property manager if a replacement property manager has not been appointed by the borrower in accordance with the University Village Whole Loan documents.

 

Property Management. The University Village Property is managed by UVLP Management, LLC, which is owned and controlled by the borrower sponsor and is an affiliate of the University Village Borrower.

 

Partial Release. The University Village Borrower may request that the lender release up to four vacant, non-income producing and unimproved (other than surface parking and landscaping) outparcels identified in the University Village Whole Loan documents that are presently being used as parking without any prepayment of the University Village Whole Loan balance and subject to satisfaction of customary outparcel release conditions set forth in the University Village Whole Loan documents, including that if the transfer is made to an affiliate of the University Village Borrower, the University Village Borrower must comply with standard anti-poaching conditions. The University Village Borrower also has the right to execute a declaration of condominium or similar agreement in order to develop separate units with respect to the parking garage on the University Village Property commonly known as the “West Garage”, including a separate unit for the air rights above the parking garage. Following the separation of the air rights unit, such unit can be released, subject to the prior written consent of the lender in its reasonable discretion and the receipt of a rating agency confirmation with respect to the same.

 

Real Estate Substitution. Not permitted.

 

Subordinate and Mezzanine Indebtedness. The University Village Property also secures the University Village Pari Passu Companion Loans, which have an aggregate Cut-off Date principal balance of $220,000,000, and the University Village Subordinate Companion Loan, which has an aggregate Cut-off Date principal balance of $130,000,000. The University Village Pari Passu Companion Loans and the University Village Subordinate Companion Loan are coterminous with the University Village Mortgage Loan. The University Village Pari Passu Companion Loans and University Village Subordinate Companion Loan accrue interest at the same rate as the University Village Mortgage Loan. The University Village Mortgage Loan and the University Village Pari Passu Companion Loans are each pari passu in right of payment and together are senior in right of payment to the University Village Subordinate Companion Loan. The holders of the University Village Mortgage Loan, the University Village Pari Passu Companion Loans and the University Village Subordinate Companion Loan have entered into a co-lender agreement which sets forth the allocation of collections on the University

 

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

 

74 

 

 

Retail – Lifestyle Center Loan #8 Cut-off Date Balance:   $30,000,000
2623 Northeast University Village Street University Village Cut-off Date LTV:   38.5%
Seattle, WA 98105   U/W NCF DSCR:   3.39x
    U/W NOI Debt Yield:   11.8%

 

Village Whole Loan. See “Description of the Mortgage Pool—The Whole Loans—The Non-Serviced AB Whole Loans— The University Village Whole Loan” in the Preliminary Prospectus.

 

The following table presents certain information relating to the University Village Subordinate Companion Loan:

 

Subordinate Note Summary

 

 

B-Note

Original
Principal

Balance

B-Note

Interest Rate

Original
Term
(mos.)

Original
Amort.

Term (mos.)

Original IO

Term
(mos.)

Total Debt
UW

NCF DSCR

Total Debt
UW

NOI Debt
Yield

Total Debt
Cut-off

Date LTV

University Village Subordinate Companion Loan $130,000,000 3.3000% 120 0 120 2.23x 7.8% 58.5%

 

Ground Lease. None.

 

Terrorism Insurance. The University Village Whole Loan documents require that the “all risk” insurance policy required to be maintained by the University Village Borrower provides coverage for terrorism in an amount equal to the full replacement cost of the University Village 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.

 

75 

 

 

Various Loan #9 Cut-off Date Balance:   $30,000,000
Various Bushwick Multifamily Portfolio Cut-off Date LTV:   67.5%
Brooklyn, NY   U/W NCF DSCR:   1.82x
    U/W NOI Debt Yield:   7.2%

 

 

 

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

 

76 

 

 

No. 9 – Bushwick Multifamily Portfolio   
 
Mortgage Loan Information   Mortgaged Property Information
Mortgage Loan Seller: AREF   Single Asset/Portfolio: Portfolio

Credit Assessment

(Fitch/KBRA/Moody’s):

NR/NR/NR   Property Type – Subtype: Various
Original Principal Balance(1): $30,000,000   Location: Brooklyn, NY
Cut-off Date Balance(1): $30,000,000   Size: 117 Units
% of Initial Pool Balance: 4.1%   Cut-off Date Balance Per Unit(1): $445,085
Loan Purpose: Refinance   Maturity Date Balance Per Unit(1): $445,085
Borrower Sponsor: Jacob Kohn; Abraham Kohn   Year Built/Renovated: Various/Various
Guarantor: Jacob Kohn; Abraham Kohn   Title Vesting: Fee
Mortgage Rate: 3.8700%   Property Manager: The Jay Group Inc.
Note Date: February 26, 2020   Current Occupancy (As of)(3)(5): 100.0% (5/5/2020)
Seasoning: 3 months   YE 2019 Occupancy: 93.6%
Maturity Date: March 6, 2030   YE 2018 Occupancy(4): NAV
IO Period: 120 months   YE 2017 Occupancy(4): NAV
Loan Term (Original): 120 months   YE 2016 Occupancy(4): NAV
Amortization Term (Original): NAP   As-Is Appraised Value(5): $77,150,000
Loan Amortization Type: Interest-only, Balloon   As-Is Appraised Value Per Unit(5): $659,402
Call Protection: L(27),D(90),O(3)   As-Is Appraisal Valuation Date(5): December 23, 2019
Lockbox Type: Springing      
Additional Debt(1): Yes   Underwriting and Financial Information(4)
Additional Debt Type (Balance)(1): Pari Passu ($22,075,000)   TTM NOI (4/30/2020): $3,831,718
      YE 2019 NOI: $3,738,501
      YE 2018 NOI: $3,476,955
      YE 2017 NOI: NAV
      U/W Revenues: $4,324,172
      U/W Expenses: $567,555
    U/W NOI(5): $3,756,617
          U/W NCF(5): $3,728,865
          U/W DSCR based on NOI/NCF(1)(5): 1.84x / 1.82x
Escrows and Reserves(2)   U/W Debt Yield based on NOI/NCF(1)(5): 7.2% / 7.2%
  Initial Monthly Cap   U/W Debt Yield at Maturity based on NOI/NCF(1)(5): 7.2% / 7.2%
Taxes $31,856 $9,102 NAP   Cut-off Date LTV Ratio(1)(5): 67.5%
Insurance $23,137 $5,784 NAP   LTV Ratio at Maturity(1)(5): 67.5%
Replacement Reserves $0 $2,313 NAP      
               
Sources and Uses
Sources         Uses      
Original Loan Amount $52,075,000   99.3 %   Loan Payoff $51,681,108       98.5 %
Borrower Sponsor Equity 388,457     0.7     Closing Costs 727,356   1.4  
          Reserves 54,993   0.1  
Total Sources $52,463,457   100.0 %   Total Uses: $52,463,457   100.0 %

(1)The Bushwick Multifamily Portfolio Mortgage Loan (as defined below) is part of the Bushwick Multifamily Portfolio Whole Loan (as defined below), which is comprised of four pari passu notes with an aggregate original principal balance of $52,075,000. All statistical information related to the Cut-off Date Balance per Unit, Maturity Date Balance per Unit, U/W Debt Yield based on NOI/NCF, U/W Debt Yield at Maturity based on NOI/NCF, U/W DSCR based on NOI/NCF, Cut-off Date LTV Ratio and LTV Ratio at Maturity is based on the Bushwick Multifamily Portfolio Whole Loan.

(2)See “Escrows” section below.

(3)Current Occupancy includes commercial tenants.

(4)Historical occupancy figures were not available as the Bushwick Multifamily Portfolio Properties were either built or substantially renovated between 2014 and 2018.

(5)All NOI, NCF and occupancy information, as well as the appraised value, were determined prior to the emergence of the novel coronavirus pandemic, and the economic disruption resulting from measures to combat the pandemic, and all DSCR, LTV and Debt Yield metrics were calculated, and the Bushwick Multifamily Portfolio Mortgage Loan was underwritten, based on such prior information. See “Risk Factors—Coronavirus Pandemic Has Adversely Affected the Global Economy and Will Likely Adversely Affect the Performance of the Mortgage Loans” in the Preliminary Prospectus.

 

The Mortgage Loan. The mortgage loan (the “Bushwick Multifamily Portfolio Mortgage Loan”) is part of a whole loan (the “Bushwick Multifamily Portfolio Whole Loan”) in the original principal balance of $52,075,000. The Bushwick Multifamily Portfolio Whole Loan is secured by a first priority fee mortgage encumbering five multifamily properties and two mixed-use properties in Brooklyn, New York (the “Bushwick Multifamily Portfolio Properties”). Notes A-1 and A-2-1 have an aggregate original principal balance of $30,000,000, an aggregate Cut-off Date Balance of $30,000,000 and are expected to be contributed to the WFCM 2020-C56 securitization trust. Notes A-2-2, and A-3 have an aggregate original principal balance of $22,075,000, an aggregate Cut-off Date Balance of $22,075,000 and are expected to be contributed to future securitization trusts or may be otherwise transferred at any time. See “Description of the

 

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

 

77 

 

 

Various Loan #9 Cut-off Date Balance:   $30,000,000
Various Bushwick Multifamily Portfolio Cut-off Date LTV:   67.5%
Brooklyn, NY   U/W NCF DSCR:   1.82x
    U/W NOI Debt Yield:   7.2%

 

Mortgage Pool—The Whole Loans—The Serviced Pari Passu Whole Loans” and “Pooling and Servicing Agreement” in the Preliminary Prospectus.

 

Note Summary

 

Notes Original Principal Balance Cut-off Date Balance Note Holder Controlling Interest
A-1 $25,000,000 $25,000,000 WFCM 2020-C56 Yes
A-2-1 $5,000,000 $5,000,000 WFCM 2020-C56  No
A-2-2 $10,000,000 $10,000,000 AREF  No
A-3 $12,075,000 $12,075,000 AREF  No
Total $52,075,000 $52,075,000    

 

The Borrowers and the Borrower Sponsors. The borrowers of the Bushwick Multifamily Portfolio Whole Loan are 17 Troutman LLC, 276 Nostrand LLC, 679 Grand LLC, 737 Bushwick Realty LLC, 894 Bushwick LLC, 934 Lafayette Realty LLC, and Bushwick Powers LLC (the “Bushwick Multifamily Portfolio Borrowers”), each a single purpose New York limited liability company with sole members containing one independent director. Legal counsel to the borrower delivered a non-consolidation opinion in connection with the origination of the Bushwick Multifamily Portfolio Whole Loan.

 

The borrower sponsors and non-recourse carve-out guarantors are Abraham Kohn and Jacob Kohn. Abraham Kohn is an investor and developer in commercial and residential real estate situated primarily in New York, New Jersey, and Illinois. Abraham Kohn has been actively involved in more than 40 single and multifamily property developments and currently maintains an active portfolio. Jacob Kohn is also an investor and developer in commercial and residential real estate situated primarily in New York, New Jersey, Illinois, Florida, and Ohio. Jacob Kohn has been actively involved in more than 20 single and multifamily property developments and also currently maintains an active portfolio. Mr. Kohn is currently the defendant in a pending civil litigation. See “Description of the Mortgage Pool—Litigation and Other Considerations” in the Preliminary Prospectus.

 

The Properties. The Bushwick Multifamily Portfolio Properties are comprised of five multifamily properties and two mixed-use properties totaling 111 residential units and six commercial units located in three neighborhoods in Brooklyn, New York. The Bushwick Multifamily Portfolio Properties were constructed between 1899 and 2017. The borrower sponsors developed the 679 Grand Street, 70 Bushwick Avenue, and 894 Bushwick Avenue properties between 2015 and 2017. In addition, the borrower sponsors gut renovated the 735 & 737 Bushwick Avenue, 17 Troutman Street, 934 Lafayette Avenue, and 276 Nostrand Avenue properties following their respective acquisitions between 2014 and 2018. As of May 5, 2020, the Bushwick Multifamily Portfolio Properties were 100.0% leased. 

 

The residential units at the Bushwick Multifamily Portfolio Properties comprise approximately 93.6% of the total net rentable area and contribute approximately 92.7% of the underwritten base rent. The unit mix at the Bushwick Multifamily Portfolio Properties consists of 11 one-bedroom units, 30 two-bedroom units, 58 three-bedroom units, seven four-bedroom units, and five five-bedroom units. Unit amenities, which vary from unit to unit, include dishwashers, hardwood floors, stainless steel appliances, stone countertops, oversized windows, and private balconies/terraces. The 70 Bushwick Avenue, 894 Bushwick Avenue and 276 Nostrand Avenue properties feature fitness centers and finished rooftops. The 679 Grand Street, 70 Bushwick Avenue, 894 Bushwick Avenue and 276 Nostrand Avenue properties benefit from an elevator.

 

The commercial units are located at the 276 Nostrand Avenue and 679 Grand Street properties and are 100.0% leased by seven tenants, one of which is an antenna as of May 5, 2020. The commercial tenants comprise 6.4% of the total net rentable area and contribute 7.3% of the underwritten base rent. The three largest commercial tenants by square footage are The Jay Group Inc., BK Jani, and Lofts and Flats, LLC. The remaining four tenants consist of a threading salon, barber shop, café and an antennae tenant. The Jay Group Inc. is a borrower-affiliated tenant. The lease is scheduled to expire in December 2027 and is fully guaranteed by the related guarantors of the Bushwick Multifamily Portfolio Mortgage Loan.

 

Four of the Bushwick Multifamily Portfolio Properties benefit from the 421-a tax abatement program. The 70 Bushwick Avenue, 894 Bushwick Avenue and 679 Grand Street properties each benefit from a 25-year 421-a tax abatement. The 276 Nostrand Avenue property benefits from a 15-year 421-a tax abatement. The 25-year 421-a tax abatements require that at least 20% of the units at each of the 679 Grand Street, 70 Bushwick Avenue and 894 Bushwick Avenue properties be reserved for tenants earning no more than 60% of the area median income. The Bushwick Multifamily Portfolio Mortgage Loan documents provide that the related borrowers are liable for any losses related to the failure to maintain the 421-a tax abatements benefiting the 679 Grand Street, 70 Bushwick Avenue, 894 Bushwick Avenue and 276 Nostrand Avenue properties. In addition, the 735 & 737 Bushwick Avenue property benefits from a 6%/20% tax program, which restricts the City of New York from increasing the assessed value of such property by 6% in any given year and by 20% over any 5-year period. The 934 Lafayette Avenue and 17 Troutman Street properties benefit from an 8%/30% tax program, which restricts the City of New York from increasing the assessed value of such property by 8% in any given year and by 30% over any 5-year period.

 

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

 

78 

 

  

Various Loan #9 Cut-off Date Balance:   $30,000,000
Various Bushwick Multifamily Portfolio Cut-off Date LTV:   67.5%
Brooklyn, NY   U/W NCF DSCR:   1.82x
    U/W NOI Debt Yield:   7.2%

 

The following table presents detailed information with respect to the Bushwick Multifamily Portfolio Properties:

 

Bushwick Multifamily Portfolio Properties Summary

 

Building Occ. % (1)

Year Built/ 

Reno

Units(1)

Comm. SF. (1)

% of Total Units(1) Appraised Value Allocated Loan Amount (“ALA”) % of ALA UW NOI % of UW NOI
276 Nostrand Avenue 100.0% 1970/2018 47 3,845 40.2% $29,600,000 $19,980,000 38.4% $1,434,530 38.2%
70 Bushwick Avenue 100.0% 2016/NAP 20 0 17.1% $13,800,000 $9,315,000 17.9%    $654,370 17.4%
894 Bushwick Avenue 100.0% 2015/NAP 20 0 17.1% $11,900,000 $8,032,000 15.4%    $581,635 15.5%
679 Grand Street 100.0% 2017/NAP 11 1,300 9.4%   $7,900,000 $5,332,500 10.2%    $427,101 11.4%
735 & 737 Bushwick Avenue 100.0% 1899/2016 7 0 6.0%   $5,850,000 $3,948,000 7.6%    $281,017 7.5%
17 Troutman Street 100.0% 1931/2014 8 0 6.8%   $4,600,000 $3,105,000 6.0%    $215,399 5.7%
934 Lafayette Avenue 100.0% 1931/2016 4 0 3.4%   $3,500,000 $2,362,500 4.5%    $162,563 4.3%
Total/Wtd. Avg. 100.0%   117 5,145 100.0% $77,150,000 $52,075,000 100.0% $3,756,617 100.0%

 

(1)Based on the underwritten rent roll dated May 5, 2020. Units shown includes six commercial units.

 

COVID-19 Update. As of the May 2020 payment, the residential portion of the Bushwick Multifamily Portfolio Properties was open and operating. All commercial tenants are closed due to the state of New York’s stay-at-home order except for The Jay Group Inc., the borrower-affiliated property management company for the Bushwick Multifamily Portfolio Properties, and Lofts and Flats, LLC, a local real estate agency, which are considered essential businesses. All residential and commercial tenants paid rent in April 2020. The borrower sponsors reported that 10 residential tenants representing 8.5% of the total units across the Bushwick Multifamily Portfolio Properties inquired about or requested rent relief. In response and in place of granting any rent abatements, the borrower sponsors are temporarily waiving late fees for any rent received prior to the 25th of each month. Further, the borrower sponsors reported that approximately 76.9% of total rents due in May 2020 had been collected as of May 14, 2020 with a 78.9% collection rate for residential tenants (or 73 of 111 residential tenants by count) and a 51.4% collection rate for commercial tenants (or four of seven commercial tenants by count). The May 2020 debt service payment for the Bushwick Multifamily Portfolio Whole Loan has been made by the borrowers. As of the date hereof, the Bushwick Multifamily Portfolio Mortgage Loan is not subject to any modification or forbearance request.

 

 

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

 

79 

 

  

Various Loan #9 Cut-off Date Balance:   $30,000,000
Various Bushwick Multifamily Portfolio Cut-off Date LTV:   67.5%
Brooklyn, NY   U/W NCF DSCR:   1.82x
    U/W NOI Debt Yield:   7.2%

 

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

 

Cash Flow Analysis

 

  2018

2019

TTM 4/30/2020 U/W(1) %(2) U/W $ per Unit
Gross Potential Rent $4,001,705 $4,388,840 $4,360,609 $4,054,220 89.2% $34,651
Other Income(3) 163,106 168,039 170,075 488,588 10.8 4,175
Total Recoveries

0

0

0

0

0

0

Net Rental Income $4,164,811 $4,556,879 $4,530,684 $4,542,808 100.0% $38,827
Concessions 0 0 0 0 0 0
(Vacancy & Credit Loss)(4)

0

(268,083)

(149,998) 

(218,637)

(5.4)

(1,868)

Effective Gross Income $4,164,811 $4,288,796 $4,380,686 $4,324,172 95.2% $36,958
             
Real Estate Taxes(5) 156,148 104,541 97,611 130,003 3.0 1,111
Insurance 58,968 69,514 81,520 69,411 1.6 593
Management Fee 274,891 128,664 131,421 129,725 3.0 1,108
Other Operating Expenses

197,850

247,576

238,416

238,416

5.5

2,037

Total Operating Expenses $687,857 $550,295 $548,968 $567,555 13.1% $4,850
             
Net Operating Income $3,476,955 $3,738,501 $3,831,718 $3,756,617 86.9% $32,107
Replacement Reserves 0 0 0 27,752 0.6 237
TI/LC

0

0

0

0

0.0

0

Net Cash Flow $3,476,955 $3,738,501 $3,831,718 $3,728,865 86.2% $31,870
             
NOI DSCR(6) 1.70x 1.83x 1.88x 1.84x    
NCF DSCR(6) 1.70x 1.83x 1.88x 1.82x    
NOI Debt Yield(6) 6.7% 7.2% 7.4% 7.2%    
NCF Debt Yield(6) 6.7% 7.2% 7.4% 7.2%    
(1)For the avoidance of doubt, no COVID-19 specific adjustments have been incorporated in the lender U/W.

(2)Represents (i) percent of Net Rental Income for all revenue fields, (ii) percent of Gross Potential Rent for Vacancy & Credit Loss and (iii) percent of Effective Gross Income for all other fields.

(3)Other Income is comprised of utility reimbursements as well as other miscellaneous fees and charges.

(4)The underwritten economic vacancy is 5.0%. The Bushwick Multifamily Portfolio Properties were 100.0% occupied as of May 5, 2020.

(5)Real estate taxes were underwritten using the 15-year average abated taxes for the properties benefiting from 421-a tax abatements and in place taxes for the remaining properties.

(6)The Bushwick Multifamily Portfolio Mortgage Loan is part of the Bushwick Multifamily Portfolio Whole Loan (as defined below), which is comprised of four pari passu notes with an aggregate original principal balance of $52,075,000. All statistical information related to the NOI DSCR, NCF DSCR, NOI Debt Yield, and NCF Debt Yield is based on the Bushwick Multifamily Portfolio Whole Loan.

 

Appraisal. The Bushwick Multifamily Portfolio Properties were valued individually, with the individual values reflecting a cumulative “as-is” appraised value of $77,150,000. The valuation dates of the appraisals are dated December 23, 2019. 

 

Environmental Matters. According to Phase I environmental site assessments dated January 7, 2020, there was no evidence of any recognized environmental conditions at the Bushwick Multifamily Portfolio Properties. 

 

Market Overview and Competition. The Bushwick Multifamily Portfolio Properties are located in the Bushwick, Williamsburg, and Bedford Stuyvesant neighborhoods in Brooklyn, New York. 

 

The 735 & 737 Bushwick Avenue, 894 Bushwick Avenue, 934 Lafayette Avenue, and 17 Troutman Street properties are situated in the Bushwick neighborhood of Brooklyn. Overall, Bushwick is a mostly residential neighborhood, with a mixture of single-family and multifamily housing. Broadway, Myrtle Avenue and Knickerbocker Avenue are the primary commercial thoroughfares in the Bushwick neighborhood and get heavy pedestrian and vehicular traffic. Tenants along these thoroughfares are predominantly local retailers. These buildings typically have office or multifamily units on the upper floors. The neighborhood is served by ample public transportation consisting of regional and local bus services and the J-Z-L and M trains. According to the appraisal, the 2019 population and average household income within the 11221 zip code (Brooklyn) was 88,327 and $65,010, respectively. 

 

The 679 Grand Street and 70 Bushwick Avenue properties are situated in the Williamsburg neighborhood of Brooklyn. Historically, the Greenpoint-Williamsburg neighborhoods were middle income neighborhoods made up of warehouse and manufacturing facilities with residential housing for workers in the area. However, in recent years many of these industrial properties have been torn down or converted to commercial and/or residential uses. Most properties are small, multi-story buildings, with ground floor retail and upper floor residential or office space. The land use consists mainly of industrial and multi-family units, which make up 27.4% and 23.9% of the neighborhood respectively. Mixed residential units make up 9.5%, while 1-2 family residential units make up 5.3% of land use in

 

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

 

80 

 

 

Various Loan #9 Cut-off Date Balance:   $30,000,000
Various Bushwick Multifamily Portfolio Cut-off Date LTV:   67.5%
Brooklyn, NY   U/W NCF DSCR:   1.82x
    U/W NOI Debt Yield:   7.2%

 

the neighborhood. In addition to industrial properties, retail properties are located along North 6th Street and Bedford Avenue, two main commercial corridors in the neighborhood. Most properties are small, multi-story buildings, with ground floor retail and upper floor residential or office space. The L train services the neighborhood and the area is also accessible by automobile via nearby expressways and parkways, including the Brooklyn-Queens Expressway. Furthermore, main roadways in the area include Bedford Avenue, Kent Avenue and Division Avenue. According to the appraisal, the 2019 population and average household income within the 11221 zip code (Brooklyn) was 88,327 and $65,010, respectively. 

 

The 276 Nostrand Avenue property is situated in the Bedford Stuyvesant neighborhood of Brooklyn which is bounded by Flushing Avenue, Atlantic Avenue, Broadway and Classon Avenue. The area is developed by mostly residential housing, mixed-use development and commercial buildings. The neighborhood is served by the G train and has connections to the Long Island Expressway, the Grand Central Parkway, and the Brooklyn-Queens Expressway. The Brooklyn Bridge and the Manhattan Bridge both provide connections to lower Manhattan. Additionally, the Williamsburg Bridge provides access to the lower east side of Manhattan. According to the appraisal, the 2019 population and average household income within the 11205 zip code (Brooklyn) was 48,748 and $95,858, respectively. 

 

According to the appraisal, the Bushwick Multifamily Portfolio Properties are located within the Brooklyn multifamily submarket which as of the third quarter of 2019, has an inventory of approximately 470,903 units and a vacancy rate of approximately 1.5% and effective rents of $2,923 per unit per month. 

 

The following table presents certain information relating to the appraiser’s market rent conclusion for the Bushwick Multifamily Portfolio Properties:

 

Multifamily Market Rent Summary

 

Building Units(1) Avg.  Size(1) Avg. Monthly In Place Rent per Unit(1) Avg. Monthly In Place Rent PSF(1) Avg. Monthly Market Rent per Unit(2) Avg. Monthly Market Rent PSF(2)
276 Nostrand Avenue 42 598 $2,995 $5.01 $3,014 $5.04
70 Bushwick Avenue 20 760 $3,182 $4.19 $3,360 $4.42
894 Bushwick Avenue 20 603 $2,665 $4.42 $2,915 $4.84
679 Grand Street 10 772 $3,075 $3.99 $3,450 $4.47
735 & 737 Bushwick Avenue 7 986 $3,825 $3.88 $3,843 $3.90
17 Troutman Street 8 758 $2,767 $3.65 $2,781 $3.67
934 Lafayette Avenue 4 695 $3,863 $5.56 $3,863 $5.56
(1)Based on the underwritten rent roll dated May 5, 2020.

(2)Based on Appraisal’s concluded market rent.

 

The following table presents certain information relating to comparable rental properties for the Bushwick Multifamily Portfolio Properties:

 

Comparable Rental Properties(1)

 

Building   One-Bedroom Market Rent Two-Bedroom Market Rent Three-Bedroom Market Rent Four-Bedroom Market Rent Five-Bedroom Market Rent
276 Nostrand Avenue   $2,300 $2,600 $3,350 NAP NAP
70 Bushwick Avenue   $2,400 $3,000 $3,800 $4,800 NAP
894 Bushwick Avenue   $2,000 $2,900 $3,200 NAP NAP
679 Grand Street   $2,400 $3,300 $3,600 $4,200 NAP
735 & 737 Bushwick Avenue   NAP $2,100 NAP $3,800 $3,400-$4,400
17 Troutman Street   NAP $3,100 $2,675 NAP NAP
934 Lafayette Avenue   NAP NAP $3,150 $4,100 NAP
Bushwick Multifamily Portfolio (2)   $1,562 $2,863 $3,314 $4,189 $4,195
Concluded Market Rent (1)   $2,000-$2,400 $2,100-$3,300 $2,675-$3,800 $3,800-$4,800 $3,400-$4,400
(1)Based on Appraisal’s concluded market rent. .

(2)Based on the underwritten rent roll dated May 5, 2020.

 

Escrows.

 

Real Estate Taxes – The Bushwick Multifamily Portfolio Mortgage Loan documents provide for an upfront reserve of approximately $31,856 for real estate taxes and ongoing monthly reserves for real estate taxes in an amount equal to 1/12 of the real estate taxes that the lender estimates will be payable during the next twelve months (initially $9,102).

 

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

 

81 

 

 

Various Loan #9 Cut-off Date Balance:   $30,000,000
Various Bushwick Multifamily Portfolio Cut-off Date LTV:   67.5%
Brooklyn, NY   U/W NCF DSCR:   1.82x
    U/W NOI Debt Yield:   7.2%

 

Insurance – The Bushwick Multifamily Portfolio Mortgage Loan documents provide for an upfront reserve of approximately $23,137 for insurance and ongoing monthly reserves for insurance in an amount equal to 1/12 of the insurance premiums that the lender estimates will be payable during the next twelve months (initially $5,784).

 

Replacement Reserves – The Bushwick Multifamily Portfolio Mortgage Loan documents provide for ongoing monthly replacement reserves of $2,313 for annual replacements reasonably approved by the lender.

 

Lockbox and Cash Management. The Bushwick Multifamily Portfolio Mortgage Loan is structured with a springing lockbox and springing cash management. Upon the first occurrence of a Cash Management Period (as defined below), (a) the Bushwick Multifamily Portfolio Borrowers are required to establish a lockbox account for the benefit of the lender, into which all rents and other revenue from the Bushwick Multifamily Portfolio Mortgage Loan are required to be deposited by the Bushwick Multifamily Portfolio Borrowers and property manager within one business day of receipt; and (b) the lender is required to establish, and the Bushwick Multifamily Portfolio Borrowers are required to cooperate with the cash management bank to establish, a lender-controlled cash management account, into which all sums on deposit in the lockbox account are required to be deposited during the continuance of a Cash Management Period.

 

During the continuance of a Cash Management Period, provided no event of default under the Bushwick Multifamily Portfolio Mortgage Loan documents is continuing, all funds in the cash management account are required to be applied on each monthly payment date: (i) to make the monthly deposits into the real estate tax and insurance reserves as described above under “Escrows”, (ii) to pay debt service on the Bushwick Multifamily Portfolio Mortgage Loan, (iii) to make the monthly deposits into the replacement reserve as described above under “Escrows”, (iv) to pay operating expenses set forth in the annual budget (which is required to be reasonably approved by the lender) and lender-approved extraordinary expenses, and (v) to deposit any remainder into an excess cash flow subaccount to be held as additional security for the Bushwick Multifamily Portfolio Mortgage Loan during the continuance of such Cash Management Period. If no Cash Management Period exists, all funds on deposit in the lockbox account are required to be disbursed to an account designated by the Bushwick Multifamily Portfolio Borrowers.

 

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

 

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

(ii)the debt service coverage ratio falling below 1.25x at the end of any calendar quarter;

(iii)Debt Yield falling below 6.25% at the end of any calendar quarter;

(iv)Occupancy level falling below 85.0%;

(v)the commencement of a Lease Sweep Period (as defined below); or

(vi)occurrence of the stated maturity date.

 

A Cash Management Period will end upon the occurrence of the following:

 

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

 

with regard to clause (ii), the debt service coverage ratio being equal to or greater than 1.35x for two consecutive calendar quarters;

 

with regard to clause (iii), the debt yield being equal to or greater than 7.0% for two consecutive calendar quarters;

 

with regard to clause (iv), the occupancy level being greater than 90.0%;

 

with regard to clause (v), the end of a Lease Sweep Period; and

 

with regard to clause (vi), N/A;

 

A “Lease Sweep Period” will commence upon the earliest to occur of the following:

 

(i)the date that is 12 months prior to the end of the term of any Major Lease (as defined below) (including any renewal terms);

 

(ii)the earlier of (a) the date required under a Major Lease by which the applicable Major Tenant (as defined below) is required to give notice of its exercise of a renewal option thereunder (and such renewal has not been so exercised); or (b) the date the applicable Major Tenant actually gives such notice of its intention not to renew or extend;

 

(iii)any Major Lease (or any material portion thereof) is surrendered, cancelled or terminated prior to its then current expiration date;

 

(iv)any Major Tenant will discontinue its business at its premises (i.e., “goes dark”) in any material portion thereof or give notice (whether actual or constructive) that it intends to discontinue its business in any material portion thereof; or

 

(v)the occurrence and continuance (beyond any applicable notice and cure periods) of a default under any Major Lease by the applicable Major Tenant thereunder; or

 

(vi)the occurrence of a major tenant insolvency proceeding.

 

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

 

82 

 

 

Various Loan #9 Cut-off Date Balance:   $30,000,000
Various Bushwick Multifamily Portfolio Cut-off Date LTV:   67.5%
Brooklyn, NY   U/W NCF DSCR:   1.82x
    U/W NOI Debt Yield:   7.2%

 

A “Lease Sweep Period” will end upon the earliest of the following:

 

(i)with respect to a Lease Sweep Period caused by a matter described in clauses (i), (ii), (iii) or (iv) above, upon the earlier to occur of (A) the date on which the subject Major Tenant irrevocably exercises its renewal or extension option with respect to all of the space demised under its Major Lease, and in the lender’s judgment, sufficient funds have been accumulated in the special rollover reserve (during the continuance of the subject Lease Sweep Period) to pay for all anticipated approved Major Lease leasing expenses for such Major Lease and any other anticipated expenses in connection with such renewal or extension, or (B) the date on which all of the space demised under the subject Major Lease (or portion thereof) that gave rise to the subject Lease Sweep Period has been fully leased pursuant to a replacement lease(s) approved by the lender and all approved Major Lease leasing expenses (and any other expenses in connection with the re-tenanting of such space) have been paid in full;

 

(ii)with respect to a Lease Sweep Period caused by a matter described in clause (v) above, if the subject Major Tenant default has been cured, and no other Major Tenant default has occurred for a period of six consecutive months following such cure; and

 

(iii)

with respect to a Lease Sweep Period caused by a matter described in clause (vi) above, if the applicable major tenant insolvency proceeding has terminated and the applicable Major Lease has been affirmed, signed in a manner satisfactory to Lender. 

 

“Major Lease” means any non-residential Lease which covers 25% or more of the improvements or contributes 25% or more of the annual gross revenue from the Bushwick Multifamily Portfolio Properties.

 

“Major Tenant” means any tenant under either a Major Lease, or under one or more non-residential Leases (leased by such tenant and/or its affiliates), which when taken together cover in the aggregate 25% or more non-residential rentable square feet of the improvements.

 

Property Management. The Bushwick Multifamily Portfolio Properties are managed by The Jay Group Inc., an affiliate of the Bushwick Multifamily Portfolio Borrowers.

 

Release of Property. On any payment date after the release date, the Bushwick Multifamily Portfolio Borrowers may obtain the release of any individual property from the lien of the Bushwick Multifamily Portfolio Whole Loan upon a bona fide third-party sale, subject to the satisfaction of certain conditions, including, but not limited to: (i) the Bushwick Multifamily Portfolio Borrowers defease an amount of principal equal to the greater of (A) 115.0% of the allocated loan amount for such property and (B) the amount necessary to cause each of the following to be true: (1) after giving effect to the release of such property and defeasance, the loan-to-value ratio for the remaining properties is not greater than the lesser of (a) the loan-to-value ratio immediately preceding such release and (b) 67.5%; (2) after giving effect to the release of such property and defeasance, the debt yield for the remaining properties is no less than the greater of (a) the debt yield immediately preceding such release and (b) 6.9%; and (3) after giving effect to the release of such property and defeasance, the debt service coverage ratio for the remaining properties is no less than the greater of (a) the debt service coverage ratio immediately preceding such release and (b) 1.75x; (ii) if after taking into account the partial defeasance, the loan-to-value ratio of the remaining properties is greater than 125%, the principal balance of the Bushwick Multifamily Whole loan will be further defeased by an amount such that the related loan-to-value ratio is no more than 125% and (iii) the borrowers obtain a REMIC opinion. In addition, the borrowers may transfer (i) all of the properties in not more than three separate bona fide third-party sales, provided the first two of such sales are for not more than four properties unless all of the properties are included in such sale and (ii) up to four properties in not more than two separate bona fide third-party sales.

 

Real Estate Substitution. Not permitted.

 

Subordinate and Mezzanine Indebtedness. Not permitted.

 

Ground Lease. None.

 

Letter of Credit. None.

 

Right of First Offer/Right of First Refusal. None.

 

Terrorism Insurance. The Bushwick Multifamily Portfolio Borrowers are required to obtain and maintain an “all risk” or “special form” property insurance policy that covers perils of terrorism and acts of terrorism in an amount equal to the “full replacement cost” of the Bushwick Multifamily Portfolio Properties together with business income insurance covering no less than the 18-month period commencing at the time of loss, together with a 6-month extended period of indemnity. Notwithstanding the foregoing, for so long as the Terrorism Risk Insurance Act of 2002, as extended and modified by the Terrorism Risk Insurance Program Reauthorization Act of 2015 (“TRIPRA”) is in effect (including any extensions thereof or if another federal governmental program is in effect relating to “acts of terrorism” which provides substantially similar protections as TRIPRA), and covers both domestic and foreign acts of terrorism, the lender is required to accept terrorism insurance which insures against “covered acts” as defined by TRIPRA (or such other program). See “Risk Factors—Risks Relating to the Mortgage Loans—Terrorism Insurance May Not Be Available for All Mortgaged Properties” in the Prospectus.

 

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

 

83 

 

 

Office - Suburban Loan #10 Cut-off Date Balance:   $25,695,000
300, 302, 330 and 350 Fellowship Road Liberty Walk at East Gate Cut-off Date LTV:   73.8%
Mount Laurel, NJ 08054   U/W NCF DSCR:   1.87x
    U/W NOI Debt Yield:   10.9%

 

 

 

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

 

84 

 

 

Office - Suburban Loan #10 Cut-off Date Balance:   $25,695,000
300, 302, 330 and 350 Fellowship Road Liberty Walk at East Gate Cut-off Date LTV:   73.8%
Mount Laurel, NJ 08054   U/W NCF DSCR:   1.87x
    U/W NOI Debt Yield:   10.9%

 

 

 

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

 

85 

 

 

No. 10 – Liberty Walk at East Gate

 

Mortgage Loan Information   Mortgaged Property Information
Mortgage Loan Seller: Barclays Capital Real Estate Inc.   Single Asset/Portfolio: Single Asset

Credit Assessment

(Fitch/KBRA/Moody’s):

NR/NR/NR   Property Type – Subtype: Office – Suburban
Original Principal Balance: $25,695,000   Location: Mount Laurel, NJ
Cut-off Date Balance: $25,695,000   Size: 234,563 SF
% of Initial Pool Balance: 3.5%   Cut-off Date Balance Per SF: $109.54
Loan Purpose: Acquisition   Maturity Date Balance Per SF: $89.94
Borrower Sponsor: Ariel T. Nessel   Year Built/Renovated: 1990/2019
Guarantor: Ariel T. Nessel   Title Vesting: Fee
Mortgage Rate: 3.13000%   Property Manager: CBRE, Inc.
Note Date: February 28, 2020   Current Occupancy (As of)(3): 89.6% (4/14/2020)
Seasoning: 3 months   YE 2019 Occupancy(4): 75.9%
Maturity Date: March 6, 2030   YE 2018 Occupancy(4): 75.9%
IO Period: 24 months   YE 2017 Occupancy(4): 95.2%
Loan Term (Original): 120 months   YE 2016 Occupancy(4): 97.7%
Amortization Term (Original): 360 months   As-Is Appraised Value(5): $34,800,000
Loan Amortization Type: Interest-only, Amortizing Balloon   As-Is Appraised Value Per SF(5): $148.36
Call Protection: L(27),D(86),O(7)   As-Is Appraisal Valuation Date: January 29, 2020
Lockbox Type: Springing   Underwriting and Financial Information
Additional Debt(1): Yes   TTM (3/31/2020) NOI(4)(6): $2,569,089
Additional Debt Type (Balance)(1)(2): Future Mezzanine Debt   YE 2019 NOI(4): $2,547,210
      YE 2018 NOI(4): $2,986,255
      YE 2017 NOI: $3,640,168
      U/W Revenues: $5,164,966
      U/W Expenses: $2,352,670
Escrows and Reserves(2)   U/W NOI(4)(6): $2,812,296
  Initial Monthly Cap   U/W NCF(3): $2,466,005
Immediate Repairs $7,375 $0 NAP   U/W DSCR based on NOI/NCF: 2.13x / 1.87x
Taxes $232,021 $77,340 NAP   U/W Debt Yield based on NOI/NCF: 10.9% / 9.6%
Insurance $0 Springing NAP   U/W Debt Yield at Maturity based on NOI/NCF: 13.3% / 11.7%
Replacement Reserve $0 $3,909 NAP   Cut-off Date LTV Ratio(5): 73.8%
TI/LC Reserve $1,173,000 $39,094 $1,173,000   LTV Ratio at Maturity or ARD(5): 60.6%
Outstanding TI/LC $1,514,382 $0 NAP      
Free Rent Reserve $579,577 $0 NAP      
               
Sources and Uses
Sources     Uses    
Original mortgage loan amount $25,695,000 67.4 % Purchase price $33,600,000 88.2 %
Seller credits 994,702  2.6   Upfront reserves 3,506,355 9.2  
Sponsor equity 11,426,675  30.0   Closing costs 1,010,022 2.6  
Total Sources $38,116,376 100.0 % Total Uses $38,116,376 100.0 %
(1)The Liberty Walk at East Gate Borrower may incur mezzanine debt from two years following securitization provided (i) no event of default has occurred or is continuing; (ii) the combined LTV ratio would be less than or equal to 73.8%; (iii) the combined debt yield would be greater than 9.82%; (iv) the combined DSCR would be greater than or equal to 1.91x; (v) rating agency confirmation and (vi) other conditions as set forth in the Liberty Walk at East Gate Mortgage Loan documents. See “Subordinate and Mezzanine Indebtedness” section below.

(2)See “Escrows” section below.

(3)One tenant, Teknion, LLC (12.6% of net rentable area, 12.5% of underwritten base rent) has been granted rent deferment as a result of the novel coronavirus pandemic and the economic disruption resulting from measures to combat the pandemic. Current Occupancy, U/W NOI and U/W NCF are calculated assuming that this tenant is in occupancy and is paying rent. See “COVID-19 Update” section below for additional details and “Risk Factors—Coronavirus Pandemic Has Adversely Affected the Global Economy and Will Likely Adversely Affect the Performance of the Mortgage Loans” in the Preliminary Prospectus.

(4)The decrease in historical occupancy and NOI is primarily driven by (i) two tenants, which formerly leased 26,920 square feet and 10,152 square feet, respectively, vacating the property in 2018 and (ii) two additional non-major tenants downsizing by a combined 10,733 square feet in 2018. Conrail executed a lease for 32,025 square feet in January 2020 backfilling a majority of the vacated space. Conrail is currently completing its buildout and is expected to take occupancy in August 2020.

(5)The appraised value was determined prior to the emergence of the novel coronavirus pandemic and the economic disruption resulting from measures to combat the pandemic, and all LTV metrics were calculated based on such prior information. See “Risk Factors—Coronavirus Pandemic Has Adversely Affected the Global Economy and Will Likely Adversely Affect the Performance of the Mortgage Loans” in the Preliminary Prospectus.

(6)The increase in NOI from TTM 3/31/2020 to U/W NOI is due to (i) contractual rent steps through March 2021 totalling $41,244, (ii) straight-lined average rent for Conrail and PMA Companies of $33,409 and (iii) the execution of the Conrail lease commencing in August 2020 ($508,890 of underwritten base rent).

 

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

 

86 

 

 

Office - Suburban Loan #10 Cut-off Date Balance:   $25,695,000
300, 302, 330 and 350 Fellowship Road Liberty Walk at East Gate Cut-off Date LTV:   73.8%
Mount Laurel, NJ 08054   U/W NCF DSCR:   1.87x
    U/W NOI Debt Yield:   10.9%

 

The Mortgage Loan. The mortgage loan (the “Liberty Walk at East Gate Mortgage Loan”) is evidenced by a single promissory note secured by a first mortgage encumbering the fee interest in a 234,563 square foot office complex located in Mount Laurel, New Jersey (the “Liberty Walk at East Gate Property”).

 

The Borrower and Borrower Sponsor. The borrowing entity for the Liberty Walk at East Gate Mortgage Loan is ND XLI, LLC, a Delaware limited liability company and a special purpose entity 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 Liberty Walk at East Gate Mortgage Loan. Ariel T. Nessel is the borrower sponsor and guarantor of certain nonrecourse carve-outs and environmental indemnities under the Liberty Walk at East Gate Mortgage Loan.

 

In 1997, Ariel T. Nessel founded Nessel Development, a multi-family property management firm focused on asset management, new construction, property renovation, financing and day-to-day management. Ariel T. Nessel owns seven office buildings in New Jersey totaling approximately 675,000 square feet, a 155,000 square foot manufacturing facility in Connecticut, a 100,000 square foot office building in Kentucky, a 65,000 square foot grocery store in Wisconsin and four retail buildings totaling approximately 40,000 square feet in Texas. Additionally, Ariel T. Nessel has been a general partner or sole owner on the acquisition of over 9,000 multifamily units since 1999. Ariel T. Nessel had credit issues with properties owned during the recession. See “Description of the Mortgage Pool—Loan Purpose; Default History, Bankruptcy Issues and Other Proceedings” and “Litigation and Other Considerations” in the Preliminary Prospectus.

 

The Property. The Liberty Walk at East Gate Property is a 234,563 square foot, four-building Class A/B office property located in Mount Laurel, New Jersey, approximately 13 miles east of Philadelphia. The four buildings were built from 1990 to 2007 and include the 300 Fellowship Road building, 302 Fellowship Road building, 330 Fellowship Road building and the 350 Fellowship Road building. The 330 Fellowship Road building is the only LEED Gold Certified building in Southern New Jersey outside the city of Camden. The Liberty Walk at East Gate Property is part of a 20-acre office campus featuring over a mile of interconnected walkways, brick patios, ponds, fountains and sculptures. The Liberty Walk at East Gate Property features 1,060 parking spaces, resulting in a parking ratio of 4.5 spaces per 1,000 square feet. As of April 14, 2020, the Liberty Walk at East Gate Property was 89.6% leased to ten tenants (including a café tenant in the 330 Fellowship Road Building). Approximately 41.7% of the net rentable area is leased to tenants that are investment-grade rated. Five tenants totaling 140,390 square feet representing 59.9% of the net rentable area have been located at the Liberty Walk at East Gate Property for at least ten years.

 

COVID-19 Update. As of May 14, 2020, the Liberty Walk at East Gate Property is open; however, most, if not all, office tenants are working remotely or operating with limited employees on-site due to the New Jersey’s stay at home order. The May debt service payment has been made. Tenants representing 87.5% of the underwritten base rent have made their rent payments for May. One tenant, Teknion, LLC (12.5% of underwritten base rent), has requested a rent deferment. The tenant has reached an agreement with the Liberty Walk at East Gate Borrower to continue to pay operating expenses and defer the base rent for April through June 2020 that is required to be repaid in equal installments over the five-month period from July to November 2020. As of the date hereof, the Liberty Walk at East Gate Loan is not subject to any modification or forbearance request.

 

Major Tenants.

Largest Tenant: Marlin Capital Solutions (59,708 square feet; 25.5% of net rentable area; 24.7% of underwritten base rent; 5/31/2032 lease expiration; NASDAQ: MRLN) – Founded in 1997, Marlin Capital Solutions provides loans and leases for the acquisition of approximately 100 categories of commercial equipment and working capital loans to small- to mid-sized businesses in the United States. Marlin Capital Solutions also offers property reinsurance coverage for its financed equipment and operates a commercial bank that issues certificates of deposit and money market demand accounts. Marlin Capital Solutions has been a tenant at the Liberty Walk at East Gate Property since 2004, expanded in June 2014 and most recently renewed its lease in January 2019 through May 2032. In conjunction with the lease renewal, Marlin Capital Solutions underwent approximately $4.8 million in renovations (including $2.8 million invested by prior ownership and $2.0 million invested by the tenant). Marlin Capital Solutions has two, five-year renewal options remaining. Marlin Capital Solutions has a termination option for 9,708 square feet of its space any time after June 1, 2027 with 180 days’ notice and payment of a termination fee equal to the landlord’s unamortized tenant improvement and leasing commissions.

 

Second Largest Tenant: Conrail (32,025 square feet; 13.7% of net rentable area; 16.2% of underwritten base rent; 9/30/2023 lease expiration; Moody’s/S&P: Baa1/BBB+) – Conrail is a railroad terminal and switching service provider for its owners, CSX Transportation and Norfolk Southern. Conrail provides rail service for local rail freight customers in Detroit, New Jersey and Philadelphia and ensures that customers’ freight shipments are moved between rail sidings and long distance freight trains. Conrail’s lease at the Liberty Walk at East Gate Property was executed in January 2020 and the tenant is expected to take physical occupancy in August 2020. All tenant improvements, leasing commissions and free rent in connection with the Conrail lease were reserved at origination of the Liberty Walk at East Gate Mortgage Loan.

 

Third Largest Tenant: Morgan Stanley (31,832 square feet; 13.6% of net rentable area; 18.3% of underwritten base rent; 5/31/2025 lease expiration; Fitch/Moody’s/S&P: A+/A1/A+; NYSE: MS) – Morgan Stanley provides investment banking products and services to corporations, governments, financial institutions and individuals. The Liberty Walk at East Gate Property has served as Morgan Stanley’s Mount Laurel wealth management branch office since 2008. The wealth management segment offers brokerage and investment advisory services covering various types of investments including equities, options, futures, foreign currencies, precious metals, fixed-income securities, mutual funds, structured products, alternative investments, unit investment trusts, managed futures, separately managed accounts and mutual fund allocation programs. Morgan Stanley has been a tenant at the Liberty Walk at East Gate Property since 2008, expanded by 5,037 square feet in 2015 and has one, five-year renewal option remaining. Morgan Stanley’s lease contains an expired termination option effective May 2020 requiring 12 months’ prior notice that was not exercised by the tenant. If Morgan

 

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

 

87 

 

 

Office - Suburban Loan #10 Cut-off Date Balance:   $25,695,000
300, 302, 330 and 350 Fellowship Road Liberty Walk at East Gate Cut-off Date LTV:   73.8%
Mount Laurel, NJ 08054   U/W NCF DSCR:   1.87x
    U/W NOI Debt Yield:   10.9%

 

Stanley does not renew at least 12 months prior to its lease expiration in 2025, a cash sweep period will commence. See “Major Tenant Event Period” section below.

 

Fourth Largest Tenant: Teknion, LLC (29,650 square feet; 12.6% of net rentable area; 12.5% of underwritten base rent; 7/31/2025 lease expiration) – Teknion, LLC designs, manufactures and markets office systems and related office furniture products offering furnishings and décor products such as seating, tables, file cabinets, storage units, ergonomic items, mobile furniture, architectural wall systems, storage and filing and other accessories. Teknion, LLC is based in Ontario, Canada and employs approximately 8,900 people worldwide. Teknion, LLC has been a tenant at the Liberty Walk at East Gate Property since 2007, most recently renewed its lease in August 2017 and has one, five-year extension option remaining.

 

Fifth Largest Tenant: PMA Companies (26,121 square feet; 11.1% of net rentable area; 14.0% of underwritten base rent; 12/31/2023 lease expiration; Moody’s/S&P: A2/A+) – Founded in 1915 following the Pennsylvania Worker’s Compensation Act, PMA Companies is the leader in workers’ compensation, casualty insurance and risk services in Pennsylvania. PMA Companies is part of Old Republic General Insurance Group, the largest business segment within Old Republic International, a Fortune 500 company and one of the nation’s 50 largest shareholder-owned insurance organizations. The Liberty Walk at East Gate Property is PMA Companies’ only location in New Jersey. PMA Companies has been a tenant at the Liberty Walk at East Gate Property since 2008 and renewed its lease in January 2018.

 

The following table presents certain information relating to the tenancy at the Liberty Walk at East Gate 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
Extension Options Termination Option (Y/N)
Major Tenants                
Marlin Capital Solutions NR/NR/NR 59,708 25.5% $13.00 $776,204 24.7% 5/31/2032 2, 5-year Y(3)
Conrail(4) NR/Baa1/BBB+ 32,025 13.7% $15.89 $508,900 16.2% 9/30/2023 1, 2-year N
Morgan Stanley A+/A1/A+ 31,832 13.6% $18.00 $572,976 18.3% 5/31/2025 1, 5-year N
Teknion, LLC(5) NR/NR/NR 29,650 12.6% $13.25 $392,863 12.5% 7/31/2025 1, 5-year N
PMA Companies NR/A2/A+ 26,121 11.1% $16.80 $438,833 14.0% 12/31/2023 NAP N
Total Major Tenants 179,336 76.5% $15.00 $2,689,775 85.7%      
                 
Non-Major Tenants 30,770 13.1% $14.54 $447,466 14.3%      
                 
Occupied Collateral Total 210,106 89.6% $14.93 $3,137,241 100.0%      
                 
Vacant Space 24,457 10.4%            
                 
Collateral Total 234,563 100.0%            
                   

 

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

(2)Annual U/W Base Rent and Annual U/W Base Rent PSF include contractual rent steps through March 2021 totalling $41,244 and straight-lined average rent for Conrail and PMA Companies of $33,409. Morgan Stanley’s rent is underwritten to the appraiser’s concluded market rent of $18.00 per square foot. Morgan Stanley’s current in-place rent is $22.00 per square foot ($700,304 total annually).

(3)Marlin Capital Solutions has a termination option for 9,708 square feet of its space any time after June 1, 2027 with 180 days’ notice and payment of a termination fee equal to the landlord’s unamortized tenant improvement and leasing commissions.

(4)Conrail executed its lease in January 2020 and is expected to take physical occupancy in August 2020.

(5)Teknion, LLC has been granted rent deferment as a result of the novel coronavirus pandemic and the economic disruption resulting from measures to combat the pandemic. Teknion, LLC has reached an agreement with the Liberty Walk at East Gate Borrower to continue to pay operating expenses and defer the base rent for April through June 2020 that is required to be repaid in equal installments over the five-month period from July to November 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.

 

88 

 

 

Office - Suburban Loan #10 Cut-off Date Balance:   $25,695,000
300, 302, 330 and 350 Fellowship Road Liberty Walk at East Gate Cut-off Date LTV:   73.8%
Mount Laurel, NJ 08054   U/W NCF DSCR:   1.87x
    U/W NOI Debt Yield:   10.9%

 

The following table presents certain information relating to the lease expiration schedule at the Liberty Walk at East Gate 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(4)
MTM 1 250 0.1% 250 0.1% $0 0.0% $0.00
2020 0 0 0.0% 250 0.1% $0 0.0% $0.00
2021 2 4,474 1.9% 4,724 2.0% $70,016 2.2% $15.65
2022 0 0 0.0% 4,724 2.0% $0 0.0% $0.00
2023 4 84,192 35.9% 88,916 37.9% $1,325,183 42.2% $15.74
2024 0 0 0.0% 88,916 37.9% $0 0.0% $0.00
2025 2 61,482 26.2% 150,398 64.1% $965,839 30.8% $15.71
2026 0 0 0.0% 150,398 64.1% $0 0.0% $0.00
2027 0 0 0.0% 150,398 64.1% $0 0.0% $0.00
2028 0 0 0.0% 150,398 64.1% $0 0.0% $0.00
2029 0 0 0.0% 150,398 64.1% $0 0.0% $0.00
2030 0 0 0.0% 150,398 64.1% $0 0.0% $0.00
Thereafter 1 59,708 25.5% 210,106 89.6% $776,204 24.7% $13.00
Vacant 0 24,457 10.4% 234,563 100.0% $0 0.0% $0.00
Total/Weighted Average 10 234,563 100.0%     $3,137,241 100.0% $14.93

 

(1)Information obtained from the underwritten rent roll dated April 14, 2020.

(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)Annual U/W Base Rent includes contractual rent steps through March 2021 totaling $41,244 and straight-lined average rent for Conrail and PMA Companies of $33,409. Morgan Stanley’s rent is underwritten to the appraiser’s concluded market rent of $18.00 per square foot. Morgan Stanley’s current in-place rent is $22.00 per square foot ($700,304 total annually).

(4)Annual U/W Base Rent and Annual U/W Base Rent PSF exclude vacant space.

 

The following table presents historical occupancy percentages at the Liberty Walk at East Gate Property:

 

Historical Occupancy

 

12/31/2016(1)

 

12/31/2017(1)(2)

 

12/31/2018(1)(2)

 

12/31/2019(1)(3)

 

4/14/2020(3)(4)

97.7%  95.2%  75.9%  75.9%  89.6%

 

(1)Information obtained from the borrower.

(2)The decrease in historical occupancy and NOI is primarily driven by (i) two tenants, which formerly leased 26,920 square feet and 10,152 square feet, respectively, vacating the property in 2018 and (ii) two additional non-major tenants downsizing by a combined 10,733 square feet in 2018. Conrail executed a lease for 32,025 square feet in January 2020 backfilling a majority of the vacated space. Conrail is currently completing its buildout and is expected to take occupancy in August 2020.

(3)The increase in occupancy from 2019 to 4/14/2020 is due to the execution of the 32,025 square foot Conrail lease.

(4)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.

 

89 

 

 

Office - Suburban Loan #10 Cut-off Date Balance:   $25,695,000
300, 302, 330 and 350 Fellowship Road Liberty Walk at East Gate Cut-off Date LTV:   73.8%
Mount Laurel, NJ 08054   U/W NCF DSCR:   1.87x
    U/W NOI Debt Yield:   10.9%

 

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 Liberty Walk at East Gate Property:

 

Cash Flow Analysis

 

    12/31/2017   12/31/2018   12/31/2019   TTM 3/31/2020   U/W(1)   %(2)   U/W $ per SF
Base Rent(1)  $3,578,430  $3,255,445  $3,008,026  $3,003,436  $3,189,917  57.9%  $13.60  
Contractual Rent Steps(3)  0  0  0  0  74,653  1.4  0.32  
Marked-to-Market Rent(4)  0  0  0  0  (127,328)  (2.3)  (0.54)  
Grossed Up Vacant Space  0  0  0  0  325,190 5.9  1.39  
Gross Potential Rent  $3,578,430  $3,255,445  $3,008,026  $3,003,436  $3,462,432  62.8%  $14.76  
Other Income  2,215  1,786  90  552  0  0.0  0.00  
Total Recoveries  2,315,253  2,393,676  1,859,451  1,811,827  2,046,906  37.2  8.73  
Net Rental Income  $5,895,899  $5,650,907  $4,867,567  $4,815,816  $5,509,338  100.0%  $23.49  
(Vacancy & Credit Loss)  0  (228,182)  0  0  (344,372) 

(6.3)(5)

  (1.47)  
Effective Gross Income  $5,895,899  $5,422,726  $4,867,567  $4,815,816  $5,164,966  93.7%  $22.02  
                        
Real Estate Taxes  871,049  894,177  901,053  902,772  923,580  17.9  3.94  
Insurance  26,113  28,222  43,788  46,681  44,653  0.9  0.19  
Management Fee  176,409  162,466  146,027  144,474  154,949  3.0  0.66  
Other Operating Expenses  1,182,159  1,351,605  1,229,489  1,152,800  1,229,489  23.8  5.24  
Total Operating Expenses  $2,255,731  $2,436,471  $2,320,357  $2,246,727  $2,352,670  45.6%  $10.03  
                        
Net Operating Income  $3,640,168  $2,986,255  $2,547,210  $2,569,089  $2,812,296  54.4%  $11.99  
Replacement Reserves  0  0  0  0  46,913  0.9  0.20  
TI/LC  0  0  0  0 

299,378(6)

  5.8  1.28  
Net Cash Flow  $3,640,168  $2,986,255  $2,547,210  $2,569,089  $2,466,005  47.7%  $10.51  
                        
NOI DSCR  2.75x  2.26x  1.93x  1.94x  2.13x        
NCF DSCR  2.75x  2.26x  1.93x  1.94x  1.87x        
NOI Debt Yield  14.2%  11.6%  9.9%  10.0%  10.9%        
NCF Debt Yield  14.2%  11.6%  9.9%  10.0%  9.6%        

 

(1)One tenant, Teknion, LLC (12.6% of net rentable area, 12.5% of underwritten base rent) has been granted rent deferment as a result of the novel coronavirus pandemic and the economic disruption resulting from measures to combat the pandemic. U/W Base Rent is calculated assuming that this tenant is in occupancy and is paying rent.

(2)Represents (i) percent of Net Rental Income for all revenue fields and for Vacancy & Credit Loss and (ii) percent of Effective Gross Income for all other fields.

(3)U/W Contractual Rent Steps include rent steps through March 2021 totalling $41,244 and straight-lined average rent for Conrail and PMA Companies of $33,409.

(4)Morgan Stanley’s rent is underwritten to the appraiser’s concluded market rent of $18.00 per square foot. Morgan Stanley’s current in-place rent is $22.00 per square foot ($700,304 total annually).

(5)The underwritten economic vacancy is 9.9%. The Liberty Walk at East Gate Property was 89.6% physically occupied as of April 14, 2020.

(6)U/W TI/LC includes 10.0% credit for the upfront TI/LC reserve of $1,173,000.

 

Appraisal. The appraiser concluded to an “as-is” appraised value of $34,800,000 as of January 29, 2020. The appraised value assumes that $680,000 of outstanding tenant improvements and leasing commissions under the Conrail lease and $1,173,000 of general tenant improvements and leasing commissions are reserved at loan origination. At origination, the borrower reserved $680,210 for the outstanding obligations under the Conrail lease and $1,173,000 for general tenant improvements and leasing commissions.

 

Environmental Matters. According to the Phase I environmental site assessment dated December 19, 2019, there was no evidence of any recognized environmental conditions at Liberty Walk at East Gate Property.

 

Market Overview and Competition. The Liberty Walk at East Gate Property is located in Mount Laurel, New Jersey in Burlington County, approximately 13 miles east of Philadelphia. Access to the Liberty Walk at East Gate Property is provided by the New Jersey Turnpike/Interstate 95, within 1.3 miles of the Liberty Walk at East Gate Property and provide access to New Jersey and the greater Philadelphia area. The Liberty Walk at East Gate Property is located within one mile of Moorestown Mall and East Gate Square, two of the region’s most heavily-visited retail hubs offering numerous shopping and restaurant options. The estimated 2020 population 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.

 

90 

 

 

Office - Suburban Loan #10 Cut-off Date Balance:   $25,695,000
300, 302, 330 and 350 Fellowship Road Liberty Walk at East Gate Cut-off Date LTV:   73.8%
Mount Laurel, NJ 08054   U/W NCF DSCR:   1.87x
    U/W NOI Debt Yield:   10.9%

 

a one-, three- and five-mile radius is 3,433, 65,636 and 190,059, respectively and the average household income in a one-, three- and five-mile radius is $173,748, $131,801 and $134,868, respectively.

 

Submarket Information - According to the appraisal, the Liberty Walk at East Gate Property is located in the Northern Burlington submarket within the Greater Philadelphia office market. As of year-end 2019, the Burlington office submarket reported a total inventory of approximately 8.3 million square feet with a 14.0% vacancy rate. The submarket is dominated by Class B and Class C office buildings with only 20% of the total office inventory being Class A.

 

The following table presents certain information relating to the appraiser’s market rent conclusions for the Liberty Walk at East Gate Property:

 

Market Rent Summary(1)

 

  Building 300 Building 302 Building 350 Building 330 >10,000 SF Building 330 <10,000 SF Building 330 – Morgan Stanley
Market Rent (PSF) $13.00 $13.00 $13.25 $16.00 $17.00 $18.00
Lease Term (Years) 10 7 7 7 7 10
Free Rent Months (New/Renew) 6/3 6/3 6/3 6/3 6/3 9/4
Lease Type (Reimbursements) NNN NNN NNN NNN NNN NNN
Rent Increase Projection 3% per annum 3% per annum 3% per annum 3% per annum 3% per annum 3% per annum
Tenant Improvements (New Tenants) (PSF) $25.00 $25.00 $25.00 $25.00 $25.00 $25.00
Tenant Improvements (Renewals) (PSF) $7.50 $7.50 $7.50 $7.50 $7.50 $7.50

 

(1)Information obtained from the appraisal.

 

The table below presents certain information relating to comparable sales pertaining to the Liberty Walk at East Gate Property identified by the appraiser:

 

Comparable Sales(1)

 

Property Name Location Rentable Area (SF) Sale Date Sale Price Sales Price (PSF)

 

Adjusted Sales Price (PSF)

Cherry Hill Commerce Center Cherry Hill, NJ 153,094 Feb-18 $22,136,000 $144.59 $151.82
Greentree Center Marlton, NJ 112,072 May-18 $12,120,000 $108.14 $147.62
Marlton Executive Park & Horizon Corp. Center Marlton/Mt. Laurel, NJ 304,732 Mar-18 $31,400,000 $103.04 $140.65
Lippincott Centre Marlton, NJ 165,742 Apr-19 $32,000,000 $193.07 $154.46
Cambridge Crossing Cherry Hill, NJ 215,465 Nov-19 $33,000,000 $153.16 $153.16

 

  (1)Information obtained from the appraisal.

 

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

 

91 

 

 

Office - Suburban Loan #10 Cut-off Date Balance:   $25,695,000
300, 302, 330 and 350 Fellowship Road Liberty Walk at East Gate Cut-off Date LTV:   73.8%
Mount Laurel, NJ 08054   U/W NCF DSCR:   1.87x
    U/W NOI Debt Yield:   10.9%

 

The following table presents certain information relating to comparable properties to Liberty Walk at East Gate Property:

 

Comparable Leases(1)

 

Property Name/Location Distance from Subject Tenant Lease Term Tenant Size (SF) Annual Base Rent PSF TI Allowance PSF Lease Type

305 Fellowship Road

Mount Laurel, NJ

0.4 miles CACI 3.1 Yrs 2,195 $14.00 $6.00 NNN

523 Fellowship Road

Mount Laurel, NJ

1.3 miles Virtua Health System 5.0 Yrs 30,196 $11.75 $10.00 NNN

124 Gaither Drive

Mount Laurel, NJ

1.4 miles ADT 5.0 Yrs 13,146 $11.50 $11.50 NNN

1120 Route 73

Mount Laurel, NJ

2.0 miles Insight Telepsychiatry 5.3 Yrs 10,500 $13.50 $20.00 NNN

9000 E Lincoln Drive

Marlton, NJ

3.5 miles Hillside NJ 10.0 Yrs 18,876 $21.75 $37.00 Base Plus Electric

525 W Lincoln Drive

Marlton, NJ

4.0 miles Ameriprise 10.0 Yrs 3,428 $22.00 $45.00 Base Plus Electric

525 W Lincoln Drive

Marlton, NJ

4.0 miles Advocare 4.6 Yrs 2,831 $23.95 $15.00 Base Plus Electric

555 W Lincoln Drive

Marlton, NJ

4.0 miles Integrity Title Agency 10.0 Yrs 5,000 $23.25 $25.00 Base Plus Electric

406 Lippincott Drive

Marlton, NJ

5.1 miles South Jersey Gastroenterology 5.0 Yrs 9,000 $13.25 $7.00 NNN

1810 W Chapel Avenue

Cherry Hill, NJ

5.2 miles Flaster Greenberg 11.0 Yrs 25,774 $24.00 $48.00 NNN

921 Haddonfield Drive

Cherry Hill, NJ

5.9 miles Avnet 10.5 Yrs 19,304 $23.50 $64.29 NNN

1000 Sagemore Drive

Marlton, NJ

6.2 miles Leidos Innovations 3.2 Yrs 10,914 $25.00 $0.00 NNN

6000 Sagemore Drive

Marlton, NJ

6.6 miles Delaware Valley Institute Fertility 5.0 Yrs 6,590 $18.35 $15.00 NNN

 

(1)Information obtained from appraisal.

 

Escrows.

 

Immediate Repairs – At origination, the borrower was required to escrow $7,375 for immediate repairs.

 

Real Estate Taxes – At origination, the borrower was required to escrow $232,021 for real estate taxes. The borrower is required to make monthly payments of one-twelfth of the taxes payable during the next twelve months, currently equal to $77,340.

 

Insurance – The borrower will not be required to make monthly payments of one-twelfth of the insurance premiums the lender estimates will be payable during the next twelve months as long as the borrower maintains a blanket policy acceptable to the lender.

 

Replacement Reserve – The borrower is required to make monthly deposits of $3,909 ($0.20 per square foot annually) for replacement reserves.

 

TI/LC Reserve – At origination, the borrower was required to escrow $1,173,000 for future tenant improvements and leasing commissions. Monthly deposits of $2.00 per square foot per annum ($39,094) are required unless the amount in the tenant improvement and leasing reserve account is greater than or equal to $1,173,000.

 

Outstanding TI/LC – At origination, the borrower was required to escrow $1,514,382 for outstanding tenant improvements and leasing commissions for the Conrail, Marlin Capital Solutions and Ocean First Bank leases.

 

Free Rent Reserve – At origination, the borrower was required to escrow $579,577 for outstanding free and gap rent obligations under the Conrail and Marlin Capital Solutions leases.

 

Lockbox and Cash Management. The Liberty Walk at East Gate Mortgage Loan documents require a springing lockbox with springing cash management. Upon the occurrence of a Cash Management Trigger Period (as defined below), the borrower or manager will be required to establish a lender-controlled lockbox account and instruct tenants to deposit rents into such lockbox account within two business days of receipt. During a Cash Management Trigger Period, all amounts in the lockbox account are to be transferred daily to the cash management account for the payment, among other things, of the debt service under the Liberty Walk at East Gate Mortgage Loan, monthly escrows and other expenses described in the Liberty Walk at East Gate Mortgage Loan documents. To the extent that there is excess cash flow following these disbursements and a Cash Trap Event Period (as defined below) has occurred and is continuing, the excess cash will be held by the lender as additional security for the Liberty Walk at East Gate Mortgage Loan. Additionally, to the extent that a Major Tenant Event Period (as defined below) has occurred and is continuing, the excess cash will be deposited into the major tenant reserve account. In the absence of a Cash Trap Event Period and/or a Major Tenant Event Period, the excess cash will be disbursed to the borrower.

 

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

 

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Office - Suburban Loan #10 Cut-off Date Balance:   $25,695,000
300, 302, 330 and 350 Fellowship Road Liberty Walk at East Gate Cut-off Date LTV:   73.8%
Mount Laurel, NJ 08054   U/W NCF DSCR:   1.87x
    U/W NOI Debt Yield:   10.9%

 

A “Cash Management Trigger Period” will commence upon the earliest of (i) an event of default under the Liberty Walk at East Gate Mortgage Loan documents, (ii) the debt service coverage ratio of the Liberty Walk at East Gate Property being less than 1.35x based on a 30-year amortization schedule or (iii) a Cash Trap Event Period. A Cash Management Trigger Period will end upon, with respect to clause (i) above, the end of such event of default; with respect to clause (ii) above, the debt service coverage ratio being greater than or equal to 1.35x based on a 30-year amortization schedule; and with respect to clause (iii), the date on which all Cash Trap Event Periods have expired.

 

A “Cash Trap Event Period” will commence upon the earlier of (i) an event of default, (ii) the debt service coverage ratio being less than 1.35x for two consecutive calendar quarters based on a 30-year amortization schedule or (iii) a Major Tenant Event Period. A Cash Trap Event Period will end upon, with respect to clause (i) above, the cure of such event of default; with respect to clause (ii) above, the debt service coverage ratio being greater than or equal to 1.40x for two consecutive calendar quarters based on a 30-year amortization schedule; and with respect to clause (iii) above, the termination of such Major Tenant Event Period.

 

A “Major Tenant Event Period” will occur when (i) a Major Tenant (as defined below) defaults under its lease; (ii) a Major Tenant going dark, vacating or failing to operate under normal business hours; (iii) a Major Tenant filing for bankruptcy or similar insolvency proceedings; (iv) a Major Tenant exercising any option to terminate or reduce its space under its lease; (v) a Major Tenant failing to renew its lease before the earlier of (x) the deadline to renew under its lease or (y) 12 months prior to the expiration of the Major Tenant’s lease; or (vi) a Major Tenant giving notice that it does not intend to renew its lease. Additionally, the lender has the option to cure a Major Tenant Event Period by posting cash or a letter of credit of $1,500,000 into a major tenant reserve account.

 

A “Major Tenant” is either (i) Morgan Stanley or (ii) any replacement tenant that enters into a lease for 20,000 square feet or more of Morgan Stanley’s space.

 

Property Management. The Liberty Walk at East Gate Property is managed by CBRE, Inc.

 

Partial Release. Not permitted.

 

Real Estate Substitution. Not permitted.

 

Subordinate and Mezzanine Indebtedness. The Liberty Walk at East Gate Borrower may incur mezzanine debt from two years following securitization provided (i) no event of default has occurred or is continuing; (ii) the combined LTV ratio would be less than or equal to 73.8%, (iii) the combined debt yield would be greater than 9.82%; (iv) the combined DSCR would be greater than or equal to 1.91x; (v) rating agency confirmation and (vi) other conditions as set forth in the Liberty Walk at East Gate Mortgage Loan documents.

 

Terrorism Insurance. The Liberty Walk at East Gate Mortgage 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 Liberty Walk at East Gate Property, as well as business interruption insurance covering no less than the 18-month period following the occurrence of a casualty event, together with a 12-month extended period of indemnity.

 

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

 

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Wells Fargo Commercial Mortgage Trust 2020-C56

Transaction Contact Information

 

Transaction Contact Information

 

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

 

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

 

Barclays Capital Inc.  
   
Daniel Vinson Tel. (212) 528-8224
   
Brian Wiele Tel. (212) 412-5780
   
Credit Suisse Securities (USA) LLC  
   
Chuck Lee Tel. (212) 538-1807
   
Brendan Jordan Tel. (212) 325-1924
   
Julia Powell Tel. (212) 325-3294
   
UBS Securities LLC  
   
David Schell Tel. (212) 713-3375
   
Nicholas Galeone Tel. (212) 713-8832
   
Siho Ham Tel. (212) 713-1278

 

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