FWP 1 n672_tts-x1.htm FREE WRITING PROSPECTUS

    FREE WRITING PROSPECTUS
    FILED PURSUANT TO RULE 433
    REGISTRATION FILE NO.: 333-207132-04
     

 

The information in this free writing prospectus is preliminary and may be supplemented or changed. These securities may not be sold nor may offers to buy be accepted prior to the time a final prospectus is delivered. This free writing prospectus is not an offering to sell these securities and is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

 

THIS FREE WRITING PROSPECTUS, DATED MAY 6, 2016
MAY BE AMENDED OR SUPPLEMENTED PRIOR TO TIME OF SALE

 

STATEMENT REGARDING THIS FREE WRITING PROSPECTUS

 

The depositor has filed a registration statement (including a prospectus) with the SEC (SEC File No. 333-207132) 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 website at www.sec.gov. Alternatively, the depositor or Citigroup Global Markets Inc., Cantor Fitzgerald & Co., or any other underwriter or dealer participating in this offering will arrange to send to you the prospectus if you request it by calling toll-free 1-800-831-9146.

 

The securities offered by these collateral materials (“Materials”) will be described in greater detail in the prospectus to be dated in May 2016 (the “Preliminary Prospectus”) that will be included as part of our registration statement (SEC File No. 333-207132). The Preliminary Prospectus will contain material information that is not contained in these Materials (including, without limitation, a detailed discussion of risks associated with an investment in the offered securities under the heading “Risk Factors”).

 

These Materials are subject to change. Information in these Materials regarding the securities and the mortgage loans backing any securities discussed in these Materials supersedes all prior information regarding such securities and mortgage loans and will be superseded by any subsequent information delivered prior to the time of sale.

 

The Securities May Not Be a Suitable Investment for You

 

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

 

These Materials are not to be construed as an offer to sell or the solicitation of any offer to buy any security in any jurisdiction where such an offer or solicitation would be illegal. The information contained in these Materials may not pertain to any securities that will actually be sold. The information contained in these Materials may be based on assumptions regarding market conditions and other matters as reflected in these Materials. We make no representations regarding the reasonableness of such assumptions or the likelihood that any of such assumptions will coincide with actual market conditions or events, and these Materials should not be relied upon for such purposes. We and our affiliates, officers, directors, partners and employees, including persons involved in the preparation or issuance of these Materials may, from time to time, have long or short positions in, and buy or sell, the securities mentioned in these Materials or derivatives thereof (including options). Information contained in these Materials is current as of the date appearing on these Materials only.

 

 
 

 

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Any legends, disclaimers or other notices that may appear at the bottom of the 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) no representation being made that these Materials are accurate or complete and that these materials may not be updated or (3) these Materials possibly being confidential, are, in each case, 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 STRIP

 

Mortgaged Property Information   Mortgage Loan Information
Number of Mortgaged Properties 1   Loan Seller   CGMRC
Location (City/State) North Canton, Ohio   Cut-off Date Principal Balance   $101,871,670
Property Type Retail   Cut-off Date Principal Balance per SF   $129.45
Size (SF) 786,928   Percentage of Initial Pool Balance  

13.5%

 

Total Occupancy as of 3/22/2016 100.0%   Number of Related Mortgage Loans   None
Owned Occupancy as of 3/22/2016 100.0%   Type of Security   Fee Simple
Year Built / Latest Renovation 1996 / NAP   Mortgage Rate   4.75000%
Appraised Value $140,640,000   Original Term to Maturity (Months)   120
      Original Amortization Term (Months)   360
      Original Interest Only Term (Months) NAP
       
Underwritten Revenues $11,127,798    
Underwritten Expenses $2,535,228   Escrows
Underwritten Net Operating Income (NOI) $8,592,570     Upfront Monthly
Underwritten Net Cash Flow (NCF) $8,156,832   Taxes $249,647 $83,216
Cut-off Date LTV Ratio 72.4%   Insurance $0 $0
Maturity Date LTV Ratio 59.1%   Replacement Reserve $1,681,291 $9,837
DSCR Based on Underwritten NOI / NCF 1.35x / 1.28x   TI/LC(1) $0 $33,333
Debt Yield Based on Underwritten NOI / NCF              8.4% / 8.0%   Other(2) $1,219,697 $0

 

Sources and Uses
Sources             $ %       Uses              $ %        
Loan Amount $102,000,000 99.9%   Loan Payoff $78,716,668 77.1%    
Other Sources 150,000 0.1      Principal Equity Distribution 19,296,708 18.9       
        Reserves 3,150,635 3.1       
        Closing Costs 985,988 1.0       
Total Sources $102,150,000 100.0%   Total Uses $102,150,000 100.0%   

 

 

(1)The TI/LC reserve is capped at $2,000,000. See “—Escrows” below.

(2)Other upfront reserves represent (i) $800,399 for upfront deferred maintenance and (ii) $419,298 for an upfront unfunded obligation reserve relating to leasing commissions. See “—Escrows” below.

 

The Mortgage Loan. The mortgage loan (“The Strip Loan”) is evidenced by a note in the original principal amount of $102,000,000 and is secured by a first mortgage encumbering the borrower’s fee simple interest in a 786,928 SF retail building located in North Canton, Ohio (“The Strip Property”). The Strip Loan was originated by Citigroup Global Markets Realty Corp. on April 6, 2016 and represents approximately 13.5% of the Initial Pool Balance. The note evidencing The Strip Loan has an outstanding principal balance as of the Cut-off Date of $101,871,670 and accrues interest at an interest rate of 4.75000% per annum. The proceeds of The Strip Loan were primarily used to refinance The Strip Property, pay origination costs, fund reserves and return equity to the borrower sponsor.

 

The Strip Loan had an initial term of 120 months and has a remaining term of 119 months as of the Cut-off Date. The Strip Loan requires monthly payments of interest and principal during its term. The scheduled maturity date of The Strip Loan is the due date in April 2026. Voluntary prepayment of The Strip Loan without payment of any prepayment premium is permitted at any time after the date that is 90 days prior to the scheduled maturity date. Provided no event of default under The Strip Loan documents has occurred and is continuing, at any time after the second anniversary of the Closing Date, The Strip Loan may be either (x) defeased with certain, direct non-callable obligations of the United States of America or other obligations which are “government securities” permitted under The Strip Loan documents or (y) prepaid in full, provided that the borrower pays a prepayment fee equal to the greater of (i) a yield maintenance premium calculated based on the present values of the remaining scheduled principal and interest payments and (ii) 1% of the principal amount being prepaid.

 

The Mortgaged Property. The Strip Property was constructed in 1996 and consists of 14 single-story buildings situated on approximately 91 acres. The Strip Property is currently 100.0% occupied by a mix of national, regional and local retail tenants and has averaged 99.2% occupancy since 2010. The Strip Property is anchored by Wal-Mart, Lowe’s and Giant Eagle, and the fourth largest tenant, by net rentable area, is Cinemark. As of March 22, 2016, Total Occupancy and Owned Occupancy for The Strip Property were both 100.0%.

 

1
 

 

THE STRIP

 

The following table presents certain information relating to the major tenants at The Strip Property:

 

Tenant Name

 

Tenant Description

 

Renewal/Extension Options

Cinemark  

Cinemark USA, Inc. is an American movie theatre chain owned by Cinemark Holdings, Inc. operating in North America, Central America and South America and Taiwan. It is headquartered in Plano, Texas. The Cinemark circuit is geographically diverse and is the third largest in the United States with 337 theatres and 4,518 screens in 41 states. Cinemark reported financials for year-end 2015 with total assets of $4.1 billion and net income of $218.7 million.

 

  3, 5-year options
Giant Eagle   Giant Eagle is a supermarket chain with stores in Pennsylvania, Ohio, West Virginia, Indiana and Maryland.  The company was founded in 1931 in Pittsburgh, Pennsylvania and incorporated on August 31, 1931.  As of mid-2014, the company reported sales of $9.9 million across more than 400 stores.  The company also operates 190 fuel station/convenience stores under the GetGo banner.  Giant Eagle reported financials for year-end 2015 with total revenue of approximately $9.3 billion.   5, 5-year options
         
Best Buy Stores  

Best Buy is an American multinational consumer electronics corporation headquartered in Richfield, Minnesota. It operates in the United States, Mexico and Canada. The company was founded in 1966 and it has more than 125,000 employees. Best Buy reported financials for year-end 2015 with total assets of $15.3 billion and operating income of $1.45 billion as of the trailing 12-month period ending January 30, 2016.

 

  4, 5-year options
Wal-Mart   Wal-Mart is an American multinational retail corporation that operates a chain of hypermarkets, discount department stores and grocery stores.  Wal-Mart is headquartered in Bentonville, Arkansas and was founded in 1962.  As of January 31, 2016, Wal-Mart had 11,528 stores and clubs in 27 countries.  Wal-Mart reported financials for its fiscal year-end 2015 with total assets of $199.6 billion and net income of $14.7 billion.             5, 5-year options
         
Lowe’s   Lowe’s Corporation, Inc. operates a chain of retail home improvement and appliance stores.  The company was founded in 1946 and has 1,840 stores in the United States, Canada and Mexico.  Lowe’s is the second-largest hardware chain in the United States behind The Home Depot.  Lowe’s reported financials for its fiscal year-end 2015 with total assets of $31.2 billion and net income of $2.9 billion.               6, 5-year options

 

The following table presents certain information relating to the major tenants at The Strip Property:

 

Largest Tenants Based on Underwritten Base Rent

 

Tenant Name

 

Credit Rating
(Fitch/MIS/S&P)(1)

 

Tenant
GLA

 

% of
GLA

 

UW Base
Rent

 

% of
Total
UW
Base
Rent

 

UW Base
Rent
$ per SF

 

Lease
Expiration

 

Tenant
Sales $
per
SF/Screen

 

Occupancy
Cost

 

Renewal / Extension
Options(2)

Cinemark(3)   NR / B2 / BB   66,338   8.4%    $928,732   9.8%   $14.00   12/31/2025   $614,732   12.1%   3, 5-year options
Giant Eagle   NR / NR / NR   90,854   11.5   908,540   9.6      10.00   1/31/2022   $466   2.9%   5, 5-year options
Best Buy Stores   BBB- / Baa1 / BB+   42,496   5.4   828,672   8.8      19.50   1/31/2021   NA   NA   4, 5-year options
Wal-Mart   AA / Aa2 / AA   149,429   19.0   763,582   8.1      5.11   10/25/2021   NA   NA   5, 5-year options
Lowe’s   NR / A3 / A-   130,497   16.6   759,492   8.0      5.82   10/31/2021   NA   NA   6, 5-year options
Books A Million   NR / NR / NR   30,000   3.8   604,800   6.4      20.16   9/30/2021   $171   13.1%   1, 5-year option
Bed Bath & Beyond   NR / Baa1 / BBB+   40,000   5.1   585,600   6.2      14.64   1/31/2022   $335   5.2%   2, 5-year options
Marshall’s   NR / A2 / A+   34,277   4.4   510,720   5.4      14.90   1/31/2020   $386   4.8%   1, 5-year option
Babies R Us   CC / Caa2 / B-   42,296   5.4   400,000   4.2      9.46   10/31/2021   NA   NA   NA
OfficeMax   NR / B3 / NR  

30,220

 

3.8       

 

332,420   

 

3.5   

 

11.00   

  10/17/2021   NA   NA   3, 5-year options
Ten Largest Tenants   656,407   83.4%    $6,622,558   69.9%   $10.09                
Remaining Tenants       130,521   16.6   2,846,774   30.1      21.81                
Vacant      

0

 

0.0       

 

0  

 

0.0   

 

0.00   

               
Total / Wtd. Avg. All Tenants   786,928   100.0%    $9,469,332   100.0%   $12.03                

 

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

(2)None of the Ten Largest Tenants have lease termination options or an option to terminate its lease based on not achieving a sales threshold.

(3)There are 15 screens (with tenant sales per SF of $139) at Cinemark.

 

2
 

 

THE STRIP

 

The following table presents the lease rollover schedule at The Strip Property, based on initial lease expiration dates:

 

Lease Expiration Schedule(1)

 

Year Ending December 31,

 

Expiring Owned GLA

 

% of Owned GLA

 

Cumulative % of Owned GLA

 

UW
Base Rent

 

% of Total UW
Base Rent

 

UW Base Rent
$ per SF

 

# of Expiring Tenants

MTM   0     0.0 %   0.0%     $0     0.0 %   $0.00     0
2016   0     0.0     0.0%     0     0.0     $0.00     0
2017   11,049     1.4     1.4%     245,429     2.6     $22.21     4
2018   26,090     3.3     4.7%     649,175     6.9     $24.88     4
2019   18,538     2.4     7.1%     551,002     5.8     $29.72     4
2020   55,779     7.1     14.2%     886,999     9.4     $15.90     3
2021   430,280     54.7     68.8%     3,887,120     41.0     $9.03     9
2022   138,004     17.5     86.4%     1,694,340     17.9     $12.28     3
2023   26,625     3.4     89.8%     267,581     2.8     $10.05     1
2024   2,625     0.3     90.1%     73,500     0.8     $28.00     1
2025   66,338     8.4     98.5%     928,732     9.8     $14.00     1
2026   0     0.0     98.5%     0     0.0     $0.00     0
2027 & Thereafter   11,600     1.5     100.0%     285,453     3.0     $24.61     2
Vacant  

0

   

0.0

    100.0%    

0

   

0.0

   

$0.00

   

0

Total / Wtd. Avg.   786,928     100.0 %         $9,469,332     100.0 %   $12.03     32 

 

 
(1)Calculated based on approximate square footage occupied by each Owned Tenant unless otherwise specified.

 

The following table presents certain information relating to historical leasing at The Strip Property:

 

Historical Leased %(1)

 

   

2011

   

2012

 

2013

 

2014

 

2015

 

As of 3/22/2016

Owned Space   96.0%     100.0%   100.0%   100.0%   100.0%   100.0%
 
(1)As provided by the borrower and which represents occupancy as of December 31 for the indicated year unless otherwise specified.

 

The following table presents certain information relating to the historical average annual rent per SF at The Strip Property:

 

Historical Average Base Rent per SF(1)

 

   

2013

 

2014

 

2015

Base Rent per SF   $11.57   $11.60   $11.71

 

 
(1)Base Rent per SF calculation is based on borrower-provided rental figures.

 

3
 

 

THE STRIP

 

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

 

Cash Flow Analysis(1)

 

   

2013

 

2014

 

2015

 

Underwritten

 

Underwritten
$ per SF

Base Rent   $9,103,145     $9,129,813     $9,213,547     $9,278,803     $11.79  
Contractual Rent Steps(2)   0     0     0     190,528     0.24  
Gross Up Vacancy  

0

   

0

   

0

   

0

   

0.00

 
Total Rent   $9,103,145     $9,129,813     $9,213,547     $9,469,332     $12.03  
Total Reimbursables   1,984,666     2,051,863     2,127,633     2,176,160     2.77  
Other Income   23,444     50,181     10,451     3,000     0.00  
Vacancy & Credit Loss  

0

   

0

   

0

   

(520,693)

   

(0.66)

 
Effective Gross Income   $11,111,255     $11,231,857     $11,351,631     $11,127,798     $14.14  
                               
Real Estate Taxes   $1,044,073     $1,043,565     $1,025,040     $1,130,123     $1.44  
Insurance   136,772     136,682     148,363     148,363     0.19  
Management Fee   333,338     336,956     340,549     333,834     0.42  
Other Operating Expenses  

937,781

   

960,254

   

948,551

   

922,908

   

1.17

 
Total Operating Expenses   $2,451,964     $2,477,457     $2,462,503     $2,535,228     $3.22  
                               
Net Operating Income(3)   $8,659,291     $8,754,400     $8,889,128     $8,592,570     $10.92  
TI/LC     0     0     0     317,698     0.40  
Replacement Reserves  

0

   

0

   

0

   

118,039

   

0.15 

 
Net Cash Flow   $8,659,291     $8,754,400     $8,889,128     $8,156,832     $10.37  
 
(1)Certain items such as straight line rent, interest expense, interest income, lease cancellation income, depreciation, amortization, debt service payments and any other non-recurring or non-operating items were excluded from the historical presentation and are not considered for the underwritten cash flow.

(2)Contractual Rent Steps are underwritten based upon the actual scheduled rent increases through February 2017.

(3)The Net Operating Income for the period beginning on January 1, 2016 and ending on March 31, 2016 was $2,395,114.

 

Appraisal. According to the appraisal, The Strip Property had an “as-is” appraised value of $140,640,000 as of March 1, 2016.

 

Environmental Matters. Based on a Phase I environmental report dated March 14, 2016, the environmental consultant did not identify evidence of a recognized environmental condition and recommended no further action. 

 

Market Overview and Competition. According to the appraisal, the Canton-Massillon Metropolitan Statistical Area (“MSA”) consists of two counties: Carroll County and Stark County. The MSA had a 2015 total population of 404,002. The Strip Property is an anchored retail shopping center located on approximately 91 acres in North Canton, Ohio. The Strip Property is located in the main retail thoroughfare of North Canton with hotels, small retail, BJ’s Wholesale and Home Depot to the north, Kent State University Stark to the south, Interstate 77 to the east and Sam’s Club to the west. The Strip Property’s immediate area also consists of office, retail, industrial and mixed-use properties along major arterials that are interspersed with multifamily and single-family neighborhoods. Both healthcare and manufacturing are major industries in Stark County with the following major employers: The Timken Company, Aultman Hospital, Diebold, Mercy Medical Center and Republic Engineered Products. The Strip Property is approximately two miles from Westfield Belden Village Mall, a super-regional mall anchored by Dillard’s, Macy’s and Sears and a short drive from the Pro Football Hall of Fame.

 

According to a third-party report, The Strip Property is part of the Stark County retail submarket of the Cleveland, Ohio retail market. As of year-end 2015, the Cleveland retail market contained approximately 230.4 million SF of retail space and exhibited a vacancy rate of 6.7% with average asking rents of $9.80 per SF. The Cleveland retail market had a positive net absorption of approximately 2.3 million SF in 2015 with projected new retail construction supply of 911,434 SF. As of year-end 2015, the Stark County retail submarket contained approximately 25.8 million SF of retail space and had a vacancy rate of 4.9% with average asking rents of $7.73 per SF. The Stark County retail submarket had a positive net absorption of 370,267 SF in 2015. According to the appraisal, nine properties that directly compete with The Strip Property had vacancies ranging from 0% (four properties) to 24.0% (one property) and an average vacancy of 10.8%. Excluding the one property that is 24.0% vacant, the eight remaining properties, totaling approximately 1.1 million SF, had an average vacancy of 4.8%.

 

4
 

 

THE STRIP

 

The Borrower. The borrower is The Strip Delaware LLC, a single-purpose, single-asset Delaware limited liability company. Legal counsel to the borrower delivered a non-consolidation opinion in connection with the origination of The Strip Loan. The non-recourse carveout guarantors for The Strip Loan are Robert L. Stark and Morry Weiss, and they jointly indirectly control the borrower. Robert L. Stark serves as the President and CEO of Stark Enterprises. Stark Enterprises is a full service development, leasing, construction and management company, headquartered in Cleveland, Ohio, focusing on retail, office, hotel and multifamily properties. Morry Weiss is the CEO of American Greetings Corporation.

 

Escrows. In connection with the origination of The Strip Loan, the borrower funded aggregate reserves of $3,150,635 with respect to The Strip Property, comprised of (i) $249,647 for real estate taxes, (ii) $1,681,291 for replacement reserves, (iii) $800,399 for deferred maintenance and (iv) $419,298 for an unfunded obligation reserve relating to leasing commissions.

 

Additionally, on each due date, the borrower is required to fund the following reserves with respect to The Strip Property: (i) a tax reserve in an amount equal to one-twelfth of the amount that the lender estimates will be necessary to pay taxes over the then succeeding 12-month period, (ii) at the option of the lender, if the liability or casualty policy maintained by the borrower does not constitute an approved blanket or umbrella insurance policy under The Strip Loan documents, an insurance reserve in an amount equal to one-twelfth of the amount that the lender estimates will be necessary to pay insurance premiums over the then succeeding 12-month period, (iii) a replacement reserve in the amount of $9,837 and (iv) a tenant improvements and leasing commissions reserve in the amount of $33,333, subject to a cap of $2,000,000.

 

Lockbox and Cash Management. The Strip Loan documents require a hard lockbox with springing cash management. The Strip Loan documents require the borrower to direct tenants to pay rent directly to a lender-controlled lockbox account and require that all other money received by the borrower with respect to The Strip Property be promptly deposited into such lockbox account following receipt. Every fourth business day that no The Strip Trigger Period (as defined below) is continuing, all amounts in the lockbox account are required to be swept to a borrower-controlled operating account. During the continuance of a The Strip Trigger Period, all amounts in the lockbox account are required to be swept to a lender-controlled cash management account every fourth business day and, provided no event of default under The Strip Loan documents is continuing, applied to payment of applicable debt service, payment of operating expenses and funding of required reserves, with the remainder being deposited into an excess cash flow reserve. Provided no event of default under The Strip Loan documents is continuing, funds in the excess cash flow reserve are (i) to the extent a The Strip Trigger Period is continuing, to be held by the lender as additional collateral for The Strip Loan; provided that, so long as no event of default is then ongoing pursuant to The Strip Loan documents, such excess cash flow reserves may (to the extent there are insufficient reserves on deposit in the leasing reserve account) be disbursed for payment of Approved Leasing Expenses (as defined below) and (ii) to the extent no The Strip Trigger Period is continuing, to be swept into the borrower’s operating account. After the occurrence and during the continuance of an event of default under The Strip Loan documents, the lender may apply any funds in the cash management account to amounts payable under The Strip Loan (and/or toward the payment of expenses of The Strip Property), in such order of priority as the lender may determine.

 

A “The Strip Trigger Period” means a period commencing upon the earliest of (i) the occurrence of an event of default under The Strip Loan documents and continuing until the same is cured or (ii) on the date that the debt service coverage ratio is less than 1.15x and continuing until the debt service coverage ratio is equal to or greater than 1.15x for one calendar quarter. Notwithstanding the foregoing, no The Strip Trigger Period will be deemed to exist solely with respect to clause (ii) of this definition during any period that the Collateral Cure Conditions (as defined below) are satisfied.

 

Approved Leasing Expenses” means expenses incurred in connection with tenant improvement and leasing commissions which are (A) contained or referenced in any Major Lease (defined below) which has been approved or deemed approved by the lender in accordance with the terms of The Strip Loan documents, (B) incurred in the ordinary course of business and on standard market terms in connection with any lease which does not require the lender’s approval pursuant to the terms of The Strip Loan documents or (C) otherwise approved by the lender, which approval will not be unreasonably withheld, conditioned or delayed.

 

5
 

 

THE STRIP

 

Major Lease” means, as to The Strip Property (i) any lease which, individually or when aggregated with all other leases at The Strip Property with the same tenant or its affiliate, demises 25,000 SF or more of The Strip Property’s gross leasable area, (ii) any lease which contains any option, offer, right of first refusal or other similar entitlement to acquire or encumber all or any portion of The Strip Property, (iii) any lease with an affiliate of The Strip Loan borrower as tenant (other than (x) a lease with any property manager for the space that is occupied by the property manager at origination (which space constitutes approximately 5,286 SF) for office purposes to the extent such space is let to the property manager as part of its compensation package and provided further that the property manager is required to vacate the space if the property management agreement with the applicable property manager terminates for any reason and (y) the lease with Menchie’s Frozen Yogurt) and (iv) any instrument guaranteeing or providing credit support for any lease meeting the requirements of (i), (ii) and/or (iii) above.

 

Collateral Cure Conditions” exist when the borrower has deposited cash into an account with the lender or delivered to the lender a letter of credit which, in either case, serves as additional collateral for The Strip Loan, in an amount equal to 15% of the annual debt service payments that are due as of the origination of The Strip Loan (the “Collateral Deposit Amount”) and thereafter, on each one year anniversary date of the date that the borrower made the deposit (or delivered the letter of credit), the borrower has deposited additional cash collateral in the amount of the Collateral Deposit Amount or increased the amount of the letter of credit by an amount equal to the Collateral Deposit Amount, as applicable.

 

Property Management. The Strip Property is currently managed by Robert L. Stark Enterprises, Inc., an affiliate of the borrower. Under The Strip Loan documents, The Strip Property may not be managed by any party other than Robert L. Stark Enterprises, Inc.; provided, however, if no event of default under The Strip Loan documents exists, the borrower is permitted to replace Robert L. Stark Enterprises, Inc. with a property manager that is reasonably approved by the lender, with 30 days’ written notice and, if such property manager is an affiliate of the borrower, a new non-consolidation opinion provided by the borrower’s counsel, as well as a rating agency confirmation. The lender has the right to terminate the management agreement and replace the property manager or require that the borrower terminate the management agreement and replace the property manager if (a) the property manager becomes insolvent or a debtor in (i) any involuntary bankruptcy or insolvency proceeding that is not dismissed within 90 days of the filing thereof or (ii) any voluntary bankruptcy or insolvency proceeding, (b) there exists an event of default under The Strip Loan documents, (c) the property manager has engaged in gross negligence, fraud, willful misconduct or misappropriation of funds or (d) there exists a default by the property manager beyond all applicable notice and cure periods under the management agreement.

 

Mezzanine or Secured Subordinate Indebtedness. Not permitted.

 

Terrorism Insurance. The borrower is required to maintain an “all-risk” insurance policy that provides coverage for terrorism in an amount equal to the full replacement cost of The Strip Property (plus 18 months of rental loss and/or business interruption coverage and an additional period of indemnity covering the six months following restoration). The “all-risk” policy containing terrorism insurance is required to contain a deductible no larger than $25,000. See “Risk Factors—Terrorism Insurance May Not Be Available for All Mortgaged Properties” in the Preliminary Prospectus.

  

6
 

 

OZRE LEASED FEE PORTFOLIO

 

Mortgaged Property Information         Mortgage Loan Information
Number of Mortgaged Properties 58   Loan Seller   CCRE
Location (City/State)         Various/ VA, PA, NJ, NC   Cut-off Date Principal Balance(6)   $65,750,000
Property Type(1) Leased Fee   Cut-off Date Principal Balance per SF(4)   $44.76
Size (SF)(1) 3,926,180   Percentage of Initial Pool Balance   8.7%
Total Occupancy as of 1/5/2016(1) 90.4%   Number of Related Mortgage Loans   None
Owned Occupancy as of 1/5/2016(1) 90.4%   Type of Security(1)   Fee Simple
Year Built / Latest Renovation(1) Various / Various   Mortgage Rate   4.30000%
Appraised Value(2) $250,400,000   Original Term to Maturity (Months)   120
      Original Amortization Term (Months)   NAP
      Original Interest Only Period (Months)   120
In Place Contractual Ground Rent $11,894,564        
Loan Term Average Ground Rent $13,325,934   Escrows
Year 10 Contractual Ground Rent $14,854,680     Upfront Monthly
Ground Lease Expiration(3) February 3, 2114 / February 3, 2115   Taxes $0 $0
Cut-off Date LTV Ratio(2)(4) 70.2%   Insurance $0 $0
Maturity Date LTV Ratio(2)(4) 70.2%   Replacement Reserves $0 $0
DSCR Based on Underwritten NOI / NCF(4)(5) 1.74x / 1.74x   TI/LC $0 $0
Debt Yield Based on Underwritten NOI / NCF(4) 7.6% / 7.6%   Other(7) $0 $0
             
Sources and Uses
Sources $         % Uses $            %
Mortgage Loan (OZRE Leased Fee Portfolio) $175,750,000 41.0%  Allocated Purchase Price (OZRE Leased Fee Portfolio)(8) $184,815,376 43.1% 
Sponsor Equity (OZRE Leased Fee Portfolio) $15,717,555 3.7     Closing Costs (OZRE Leased Fee Portfolio) $6,652,178 1.6    
Mortgage Loan (Leasehold Interest)(9) $180,800,000 42.2     Allocated Purchase Price (Leasehold Interest) $198,270,821 46.2    
Och-Ziff Equity (Leasehold Interest) $28,304,610 6.6     Closing Costs (Leasehold Interest) $39,138,399 9.1    
Brandywine Implied Equity (Leasehold Interest) $28,304,610 6.6          
Total Sources $428,876,775 100.0%  Total Uses $428,876,775 100.0% 
                           

(1)The collateral for the OZRE Leased Fee Portfolio Loan Combination represents the fee simple interests in the land (and not the related improvements). Year built and renovated, square footage and occupancy are based on the improvements, which are not collateral for the OZRE Leased Fee Portfolio Loan Combination.

(2)The portfolio Appraised Value of $250.4 million reflects a premium of 5.9% attributed to the aggregate value of the OZRE Leased Fee Portfolio Properties as a whole. The sum of the value of each of the OZRE Leased Fee Portfolio Properties on an individual basis is approximately $236,425,000, which represents a Cut-off Date LTV Ratio and Maturity Date LTV Ratio of 74.3%.

(3)Ten Properties located in New Jersey have a lease expiration of February 3, 2114.

(4)Calculated based on the aggregate outstanding principal balance of the OZRE Leased Fee Portfolio Loan Combination.

(5)The NOI DSCR and NCF DSCR based on the in-place contractual ground rent is 1.55x.

(6)The Cut-off Date Principal Balance of $65,750,000 represents the non-controlling notes A-3, A-6, A-7 and A-8 of the $175,750,000 OZRE Leased Fee Portfolio Loan Combination, which is evidenced by eight pari passu notes. The non-controlling notes A-1, A-4 and A-5, which have an aggregate outstanding principal balance as of the Cut-off Date of $70,000,000, are currently held by Cantor Commercial Real Estate Lending, L.P. and are expected to be contributed to the CFCRE 2016-C4 securitization transaction. The controlling note A-2, which has an aggregate outstanding principal balance as of the Cut-off Date of $40,000,000 is currently held by Cantor Commercial Real Estate Lending, L.P. and is expected to be contributed to one or more future commercial mortgage securitization transactions.

(7)See “—Escrows” below.

(8)At origination of the OZRE Leased Fee Portfolio Loan Combination, the borrower acquired 100% of the fee interests in the underlying land beneath the 58 OZRE Leased Fee Portfolio Properties, each of which is subject to the Ground Lease (as defined below). See “–Ground Lease” below.

(9)Simultaneous with origination of the OZRE Leased Fee Portfolio Loan Combination, the owner of the leasehold interest mortgaged its leasehold interest in the improvements on each of the OZRE Leased Fee Portfolio Properties.

 

The mortgage loan (the “OZRE Leased Fee Portfolio Loan”) is part of a loan combination (the “OZRE Leased Fee Portfolio Loan Combination”) evidenced by eight pari passu notes that are together secured by a first mortgage encumbering the borrower’s fee simple interests in the underlying land beneath a 3,926,180 SF, 58-property portfolio of office and industrial properties located in four states and subject to a unitary 98/99-year ground lease (each a “Property” or an “OZRE Leased Fee Portfolio Property”, and collectively, the “OZRE Leased Fee Portfolio Properties”). The OZRE Leased Fee Portfolio Loan (evidenced by the non-controlling notes A-3, A-6, A-7 and A-8) had an original principal balance of $65,750,000, has an outstanding principal balance as of the Cut-off Date of $65,750,000 and represents approximately 8.7% of the Initial Pool Balance. The related companion loans (the “OZRE Leased Fee Portfolio Companion Loans”) are evidenced by Note A-1, A-2, A-4 and A-5. Notes A-1, A-4 and A-5, which have an aggregate outstanding principal balance as of the Cut-off Date of $70,000,000, are currently held by Cantor Commercial Real Estate Lending, L.P. and are expected to be contributed to the CFCRE 2016-C4 securitization transaction. The controlling note A-2, which has an aggregate outstanding principal balance as of the Cut-off Date of $45,000,000, is currently held by Cantor Commercial Real Estate Lending, L.P. and is expected to be contributed to one or more future commercial mortgage securitization transactions. The OZRE Leased Fee Portfolio Loan Combination was originated by Cantor Commercial Real Estate Lending, L.P. on February 4, 2016, had an original principal balance of $175,750,000 and has an outstanding principal balance as of the Cut-off Date of $175,750,000. Both the OZRE Leased Fee Portfolio Loan and the OZRE Leased Fee Companion Loans accrue interest at an interest rate of 4.30000% per annum. The borrower utilized the proceeds of the OZRE Leased Fee Portfolio Loan Combination along with approximately $15.7 million of borrower sponsor equity were primarily used to acquire the OZRE Leased Fee Portfolio Properties as part of a larger transaction and pay closing costs. See “Sources and Uses” above.

 

The OZRE Leased Fee Portfolio Loan had an initial term of 120 months, and has a remaining term as of the Cut-off Date of 117 months. The OZRE Leased Fee Portfolio Loan requires monthly payments of interest only during

 

7
 

 

OZRE LEASED FEE PORTFOLIO

 

its term. The scheduled maturity date of the OZRE Leased Fee Portfolio Loan is the due date in February 2026. Provided that no event of default under the OZRE Leased Fee Portfolio Loan is continuing, the OZRE Leased Fee Portfolio Loan may be voluntarily prepaid at any time on or after the first due date following the earlier of (a) February 4, 2019 and (b) the second anniversary of the last securitization of any portion of the OZRE Leased Fee Portfolio Loan Combination. Prepayment of the OZRE Leased Fee Portfolio Loan Combination is subject to a prepayment fee equal to the greater of (i) a yield maintenance premium calculated based on the present values of the remaining scheduled principal and interest payments and (ii) 1% of the principal amount being prepaid. Voluntary prepayment of the OZRE Leased Fee Portfolio Loan Combination is permitted on and after September 6, 2025 without payment of any yield maintenance or prepayment premium.

 

The Mortgaged Property. The OZRE Leased Fee Portfolio Properties consist of the borrower’s fee simple interests in the underlying land beneath a 3,926,180 SF, 58-property portfolio of office (44 Properties; 83.6% of the net rentable area (the “NRA”); 89.4% of the allocated loan amount) and industrial properties (14 Properties; 16.3% of NRA; 10.6% of the allocated loan amount). The OZRE Leased Fee Portfolio Properties are subject to a 99-year Ground Lease (98 years for Properties located in New Jersey). See “—Ground Lease” below. The OZRE Leased Fee Portfolio Properties are located in four metropolitan statistical areas (“MSAs”): the Richmond-Petersburg, VA MSA (33 Properties), the Philadelphia, PA MSA (21 Properties), the Washington, DC MSA (3 Properties) and the Durham-Chapel Hill, NC MSA (1 Property). The OZRE Leased Fee Portfolio Properties are leased to Map Ground Lease Owner LLC (the “Ground Lessee”) who in turn leases the OZRE Leased Fee Portfolio Properties to office and industrial tenants. As of January 5, 2016, the improvements at the OZRE Leased Fee Portfolio Properties were 90.4% leased to 475 tenants, with no individual tenant representing more than 4.4% of the NRA. The top three tenants at the improvements include PPD Development, LLC (172,237 SF; 4.4% of the NRA), Parallon Holdings, LLC (149,466 SF; 3.8% of the NRA) and the Commonwealth of Virginia (110,815 SF; 2.8% of the NRA).

 

MSA Summary

 

MSA

   

# of Properties

 

SF(1)

 

Occupancy(1)

 

UW NCF(2)

 

Allocated Loan Amount(3)

 

Appraised Value(4)

  

LTV

 

UW NCF
Debt Yield

Richmond-Petersburg, VA   33    2,362,952    94.5%  $7,823,233   $105,400,000   $135,125,000    78.0%   7.4%
Philadelphia, PA(5)   21    1,169,016    85.9    4,719,859    57,850,000    86,220,000    67.1    8.2 
Washington, DC(6)   3    336,967    76.9    664,032    11,050,000    13,150,000    84.0    6.0 

Durham-Chapel Hill, NC

   1    57,245    95.6    118,810    1,450,000    1,930,000    75.1    8.2 
Total / Wtd. Avg.   58    3,926,180    90.4%  $13,325,934   $175,750,000   $236,425,000    74.3%   7.6%
Portfolio Value                           $250,400,000    70.2%     

 

(1)Reflects SF and occupancy of the improvements, which are not collateral for the OZRE Leased Fee Portfolio Loan Combination.

(2)Based on the average ground rent payment due under the Ground Lease.

(3)Based on the OZRE Leased Fee Portfolio Loan Combination.

(4)The portfolio appraised value of $250.4 million reflects a premium attributed to the aggregate value of the OZRE Leased Fee Portfolio Properties as a whole. The sum of the value of each of the OZRE Leased Fee Portfolio Properties on an individual basis is $236,425,000.

(5)Includes 10 Properties located in New Jersey that are within the Philadelphia, PA MSA.

(6)Includes three Properties located in Virginia that are within the Washington, DC MSA.

 

8
 

 

OZRE LEASED FEE PORTFOLIO

 

The following table presents certain information relating to the lease rollover schedule for the non-collateral improvements at the OZRE Leased Fee Portfolio Properties based on initial lease expiration dates:

 

Non-Collateral Improvements Lease Expiration Schedule(1)

 

Year Ending
December 31,

 

Expiring Owned GLA

 

% of Owned
GLA 

 

Cumulative % of Owned GLA 

 

UW
Base Rent

 

% of Total UW
Base Rent 

 

UW Base Rent
$ per SF 

 

# of Expiring Leases 

MTM   161,025    4.1%   4.1%  $1,835,083    3.2%  $11.40    44 
2016   265,794    6.8    10.9%   4,439,428    7.8    16.70    47 
2017   463,447    11.8    22.7%   8,272,374    14.5    17.85    87 
2018   381,909    9.7    32.4%   6,014,879    10.6    15.75    69 
2019   356,291    9.1    41.5%   6,301,048    11.1    17.69    60 
2020   533,785    13.6    55.1%   9,494,774    16.7    17.79    51 
2021   328,711    8.4    63.4%   5,442,131    9.5    16.56    35 
2022   618,623    15.8    79.2%   8,060,661    14.1    13.03    29 
2023   198,062    5.0    84.2%   3,489,617    6.1    17.62    17 
2024   39,244    1.0    85.2%   544,667    1.0    13.88    5 
2025   138,430    3.5    88.8%   2,211,336    3.9    15.97    6 
2026   24,377    0.6    89.4%   341,278    0.6    14.00    1 
2027 & Thereafter   41,446    1.1    90.4%   558,275    1.0    13.47    24 
Vacant   375,036    9.6    100.0%   0    0.0    0.00    0 
Total / Wtd. Avg.   3,926,180    100.0%       $57,005,550    100.0%  $16.05    475 
                                      

 

(1)Rollover schedule based on the leases for tenants occupying space at the improvements, which are not collateral for the OZRE Leased Fee Portfolio Loan Combination.

 

9
 

 

OZRE LEASED FEE PORTFOLIO

 

Portfolio Summary(1)

 

Property   Location   Property
Type
  Year Built   SF   # of
Tenants
  Occupancy   Allocated
Loan
Amount ($)(2)
  Allocated Loan
Amount (%)
  Appraised
Value(3)
300 Arboretum Pl   N. Chesterfield, VA   Office   1988   214,209     20     100.0%   $12,750,000   7.3 %    $16,300,000  
700 East Gate Dr   Mount Laurel, NJ   Office   1984   119,272     12     84.4%     10,000,000   5.7     13,840,000  
6802 Paragon Pl   Richmond, VA   Office   1998, 2000   143,783     22     100.0%     9,250,000   5.3     11,775,000  
6800 Paragon Pl   Richmond, VA   Office   1986   146,365     27     88.4%     9,175,000   5.2     10,475,000  
7501 Boulder View Dr   N. Chesterfield, VA   Office   1989   136,654     14     88.8%     6,650,000   3.8      8,425,000  
2100 West Laburnum Ave   Richmond, VA   Office   1984   128,301     34     95.8%     6,650,000   3.8     8,100,000  
7300 Beaufont Springs Dr   N. Chesterfield, VA   Office   1998   120,665     3     100.0%     6,650,000   3.8     7,450,000  
4870 Sadler Rd   Glen Allen, VA   Office   2000   62,100     8     100.0%     5,350,000   3.0     6,218,099  
12015 Lee Jackson Mem Hwy   Fairfax, VA   Office   1985   150,758     8     72.2%     5,250,000   3.0     6,150,000  
6806 Paragon Pl   Richmond, VA   Office   1998, 2000   74,480     7     91.2%     5,200,000   3.0     5,950,000  
925 Harvest Dr   Blue Bell, PA   Office   1990   62,957     11     93.4%     4,500,000   2.6     6,650,000  
555 Croton Rd   King of Prussia, PA   Office   1999   96,909     14     71.1%     4,250,000   2.4     7,400,000  
980 Harvest Dr   Blue Bell, PA   Office   1988   62,379     8     77.8%     4,000,000   2.3     6,150,000  
309 Fellowship Rd   Mount Laurel, NJ   Office   1982   55,698     8     93.0%     3,400,000   1.9     4,660,000  
11781 Lee Jackson Mem Hwy   Fairfax, VA   Office   1982   130,381     16     77.9%     3,250,000   1.8     3,950,000  
305 Fellowship Rd   Mount Laurel, NJ   Office   1980   56,583     8     95.3%     3,025,000   1.7     4,840,000  
701 East Gate Dr   Mount Laurel, NJ   Office   1986   61,794     10     91.2%     3,000,000   1.7     4,380,000  
920 Harvest Dr   Blue Bell, PA   Office   1989   51,875     1     100.0%     3,000,000   1.7     4,210,000  
1025 Boulders Pkwy   N. Chesterfield, VA   Office   1994   93,143     13     84.4%     3,000,000   1.7     4,050,000  
4880 Sadler Rd   Glen Allen, VA   Office   1998, 2000   63,427     3     100.0%     3,000,000   1.7     3,506,901  
2240-2250 Butler Pike   Plymouth Mtng, PA   Office   1970-1984   52,229     3     100.0%     2,750,000   1.6     4,200,000  
7401 Beaufont Springs Dr   N. Chesterfield, VA   Office   1996   82,781     7     92.8%     2,750,000   1.6     4,175,000  
2511 Brittons Hill Rd   Richmond, VA   Industrial   1988   132,548     4     100.0%     2,750,000   1.6     3,675,000  
2201 Tomlynn St   Richmond, VA   Industrial   1990   85,861     13     95.0%     2,750,000   1.6     3,675,000  
4805 Lake Brook Dr   Glen Allen, VA   Office   1995   60,208     8     73.9%     2,575,000   1.5     3,875,000  
4401 Fair Lakes Ct   Fairfax, VA   Office   1987   55,828     8     87.6%     2,550,000   1.5     3,050,000  
2812 Emerywood Pkwy   Richmond, VA   Office   1979-2000   56,984     8     84.6%     2,500,000   1.4     3,525,000  
9100 Arboretum Pkwy   N. Chesterfield, VA   Office   1988   58,446     26     100.0%     2,500,000   1.4     3,325,000  
500 Enterprise Rd   Horsham, PA   Office   1991   66,751     1     100.0%     2,350,000   1.3     2,950,000  
303 Fellowship Rd   Mount Laurel, NJ   Office   1979   53,768     9     85.4%     2,275,000   1.3     3,810,000  
9011 Arboretum Pkwy   N. Chesterfield, VA   Office   1990   73,183     15     85.0%     2,250,000   1.3     3,950,000  
910 Harvest Dr   Blue Bell, PA   Office   1989   52,611     2     100.0%     2,250,000   1.3     3,360,000  
7325 Beaufont Springs Dr   N. Chesterfield, VA   Office   1998   77,648     4     66.0%     2,250,000   1.3     2,975,000  
1 Progress Dr   Horsham, PA   Office   1988   79,204     2     70.4%     2,000,000   1.1     3,400,000  
2260 Butler Pike   Plymouth Mtng, PA   Office   1984   31,892     3     100.0%     2,000,000   1.1     3,210,000  
140 West Germantown Pike   Plymouth Mtng, PA   Office   1985   25,357     8     100.0%     1,850,000   1.1     2,850,000  
307 Fellowship Rd   Mount Laurel, NJ   Office   1981   54,073     15     80.8%     1,850,000   1.1     2,500,000  
9210 Arboretum Pkwy   N. Chesterfield, VA   Office   1988   48,423     6     100.0%     1,650,000   0.9     2,600,000  
2221 Dabney Rd   Richmond, VA   Industrial   1983   45,250     6     100.0%     1,650,000   0.9     2,190,221  
9200 Arboretum Pkwy   N. Chesterfield, VA   Office   1988   49,542     6     100.0%     1,650,000   0.9     2,025,000  
815 East Gate Dr   Mount Laurel, NJ   Office   1986   25,500     3     100.0%     1,600,000   0.9     2,364,963  
120 West Germantown Pike   Plymouth Mtng, PA   Office   1985   30,574     6     79.9%     1,575,000   0.9     2,420,000  
4364 South Alston Ave   Durham, NC   Office   1985   57,245     4     95.6%     1,450,000   0.8     1,930,000  
308 Harper Dr   Moorestown, NJ   Office   1976   59,500     7     72.2%     1,425,000   0.8     2,020,000  
2251 Dabney Rd   Richmond, VA   Industrial   1983   42,000     5     100.0%     1,400,000   0.8     1,884,779  
2212 Tomlynn St   Richmond, VA   Industrial   1985   45,353     1     100.0%     1,400,000   0.8     1,763,612  
2256 Dabney Rd   Richmond, VA   Industrial   1983   33,413     6     100.0%     1,125,000   0.6     1,500,000  
2246 Dabney Rd   Richmond, VA   Industrial   1991   33,271     1     100.0%     1,125,000   0.6     1,425,000  
2244 Dabney Rd   Richmond, VA   Industrial   1995   33,050     1     100.0%     1,100,000   0.6     1,425,000  
2130 Tomlynn St   Richmond, VA   Industrial   1986, 1988   29,700     5     100.0%     1,050,000   0.6     1,336,388  
2161 Tomlynn St   Richmond, VA   Industrial   1985   41,550     6     100.0%     1,000,000   0.6     1,800,000  
2248 Dabney Rd   Richmond, VA   Industrial   1991   30,184     2     100.0%     1,000,000   0.6     1,375,000  
2112 Tomlynn St   Richmond, VA   Industrial   1984   23,850     6     100.0%     925,000   0.5     1,200,000  
2277 Dabney Rd   Richmond, VA   Industrial   1986   50,400     4     100.0%     925,000   0.5     1,175,000  
9211 Arboretum Pkwy   N. Chesterfield, VA   Office   1991   30,791     4     100.0%     900,000   0.5     1,400,000  
2240 Dabney Rd   Richmond, VA   Industrial   1984   15,389     2     100.0%     500,000   0.3             600,000  
817 East Gate Dr   Mount Laurel, NJ   Office   1986   25,351     6     80.7%     375,000   0.2     515,037  
161 Gaither Dr   Mount Laurel, NJ   Office   1987   44,739     5     58.2%     375,000    0.2     490,000  
Total               3,926,180     475     90.4%     $175,750,000   100.0%   $236,425,000  
Portfolio Value                                           $250,400,000  

 

(1)The collateral for the OZRE Leased Fee Portfolio Loan represents the fee simple interests in the land (and not the related improvements) but Property Type, Year Built, SF, # of Tenants and Occupancy in the table above are shown based on the non-collateral leasehold improvements.

(2)Based on the OZRE Leased Fee Portfolio Loan Combination amount.

(3)The portfolio appraised value of $250.4 million reflects a premium of 5.9% attributed to the aggregate value of the OZRE Leased Fee Portfolio Properties as a whole. The sum of the value of each of the OZRE Leased Fee Portfolio Properties on an individual basis is $236,425,000.

 

10
 

 

OZRE LEASED FEE PORTFOLIO

 

The following table presents certain information relating to historical occupancy for the non-collateral improvements at the OZRE Leased Fee Portfolio Properties:

 

Historical Leased %(1)

 

2013

2014

As of
6/30/2015

As of
1/5/2016

88.1% 90.3% 89.4% 90.4%

 

(1)The collateral for the OZRE Leased Fee Portfolio Loan Combination represents the fee simple interests in the land (and not the related improvements).

 

nOperating History and Underwritten Net Cash Flow. The following table presents certain information relating to the historical operating performance and the Underwritten Net Cash Flow at the OZRE Leased Fee Portfolio Properties:

 

In-Place Ground Rent Cash Flow Analysis

 

   In Place Ground
Rent(1) 
  Underwritten(2)   Year 10
Contractual 
Base Rent(3)  $11,894,564   $13,325,934   $14,854,680 
Value of Vacant Space     N/A    N/A    N/A  
Net Operating Income / Net Cash Flow  $11,894,564   $13,325,934   $14,854,680 

 

 

(1)The NOI and NCF DSCR based on the In Place Ground Rent is 1.55x

(2)Based on the average ground rent through the OZRE Leased Fee Portfolio Loan term.

(3)Base Rent represents the ground rent that is paid on the 58 OZRE Leased Fee Portfolio Properties.

 

Cash Flow Analysis of Non-Collateral Improvements(1)

 

   2012  2013  2014  2015  In-Place /
Budget(2) 
  In Place/Budget
Per SF 
Base Rent  $50,984,116   $51,138,867   $49,921,676   $51,409,704   $57,005,550   $14.52 
Value of Vacant Space  0   0   0   0   $7,355,637   $1.87 
Gross Potential Rent  $50,984,116   $51,138,867   $49,921,676   $51,409,704   $64,361,187   $16.39 
Total Recoveries  8,674,973   8,807,735   8,853,860   9,445,509   9,139,235   2.33 
Total Other Income  1,337,883   1,032,078   635,980   633,382   383,411   0.10 
Less: Vacancy  0   0   0   0   (9,726,724)  (2.48)
Effective Gross Income  $60,996,972   $60,978,680   $59,411,516   $61,488,595   $64,157,108   $16.34 
Total Operating Expenses  25,132,968   25,516,841   26,106,844   26,811,288   27,582,608   7.03 
Net Operating Income  $35,864,004   $35,461,839   $33,304,672   $34,677,307   $36,574,500   $9.32 
TI/LC  0   0   0   0   3,926,444   1.00 
Capital Expenditures  0   0   0   0   785,289   0.20 
Net Cash Flow  $35,864,004   $35,461,839   $33,304,672   $34,677,307   $31,862,767   $8.12 

 

 

(1)Based on the cash flow of the improvements of the OZRE Leased Fee Portfolio Properties. Neither the cash flow nor the improvements are collateral for the OZRE Leased Fee Portfolio Loan.

(2)Non-Collateral In-Place/Budget based on January 2016 rent roll for tenants at the improvements with vacant units leased-up to assumed market rents and approximately $1.3 million in rent steps through January 2017. Total Recoveries and Total Operating Expenses are based on the borrower’s 2016 budget, inclusive of a 4% management fee. Non-Collateral In-Place/Budget also includes a 15.1% market vacancy adjustment, $1.00 per SF in TI/LCs and $0.20 in Capital Expenditures. Non-Collateral In-Place/Budget excludes ground rent payments due under the Ground Lease.

 

nAppraisal. According to the appraisal, the OZRE Leased Fee Portfolio Properties had an “as-is” portfolio appraised value of $250,400,000 as of January 2016, which reflects a premium of 5.9% attributed to the aggregate value of the OZRE Leased Fee Portfolio Properties as a whole. The sum of the value of each of the OZRE Leased Fee Portfolio Properties on an individual basis is $236,425,000.

 

nEnvironmental Matters. The Phase I environmental reports dated September 2015 to January 2016 recommended (i) the development of an in-place asbestos operations and maintenance plan for certain OZRE Leased Fee Portfolio Properties, (ii) the establishment of a reserve account (as described below under “—Escrows”) related to the environmental insurance policy (the “PLL Policy”) (as described below) and (iii) with respect to the 2277 Dabney Road Property (which is subject to a voluntary remediation program), the borrower’s obtaining closure and recording a deed restriction. See “Description of the Mortgage Pool – Environmental Considerations” in the Preliminary Prospectus.

 

nMarket Overview and Competition. The OZRE Leased Fee Portfolio Properties are located in Virginia, Pennsylvania, New Jersey and North Carolina.

 

11
 

 

OZRE LEASED FEE PORTFOLIO

 

Market Overview(1)

 

MSA   Submarket   NRA   In-Place
Rent(2)
  Market
Rent(3)
  In-Place Vacancy(2)   Market
Vacancy
 
                           
Raleigh / Durham, NC   RTP / RDU    57,245   $17.64   $19.95   4.4%   12.8%  
Philadelphia   North Burlington County    556,278   $10.83   $13.19   15.8%   9.6%  
Philadelphia   Plymouth Mtg. / Blue Bell    369,874   $19.54   $22.50   6.5%   11.2%  
Philadelphia   Horsham / Willow Grove    145,955   $11.38   $22.75   16.1%   11.2%  
Philadelphia   King of Prussia / Wayne    96,909   $16.39   $25.47   28.9%   11.2%  
Washington, DC   Fairfax Center    336,967   $22.37   $28.12   21.9%   15.5%  
Richmond VA   Innsbrook    185,735   $20.11   $18.84   8.5%   9.0%  
Richmond VA   Midlothian Corridor    985,485   $14.53   $16.06   7.9%   8.6%  
Richmond VA   Scott’s Add / West End Ind    641,819   $7.02   $6.86   0.7%   6.5%  
Richmond VA   Glenside / Broad St.    421,612   $17.66   $17.96   7.7%   9.0%  
Richmond VA   West End    128,301   $15.22   $15.41   4.6%   9.0%  
Total / Wtd Avg.       3,926,180   $14.52   $16.64   9.6%   9.5%  

 

(1)Source: Appraisals.

(2)Based on in-place triple-net lease rent for tenants occupying space at the improvements and in-place vacancy for the improvements, which are not collateral for the OZRE Leased Fee Portfolio Loan Combination.

(3)Based on the appraisals’ concluded market rent for the improvements at the OZRE Leased Fee Portfolio Properties.

 

nThe Borrower. The borrower, Map Fee Owner LLC, is a single purpose Delaware limited liability company structured to be bankruptcy-remote with two independent directors in its organizational structure. Legal counsel to the borrower delivered a non-consolidation opinion in connection with the origination of the OZRE Leased Fee Portfolio Loan. The sponsors of the borrower and non-recourse carveout guarantors are Och-Ziff Real Estate Fund III L.P., Och-Ziff Real Estate Parallel Fund III A, L.P., Och-Ziff Real Estate Parallel Fund III B, L.P., Och-Ziff Real Estate Parallel Fund III D, L.P. and Och-Ziff Real Estate Parallel Fund III E, L.P. (collectively, the “OZRE III Funds”) on a joint and several basis.

 

The OZRE III Funds are controlled by a single general partner, Och-Ziff Real Estate Capital III, L.P. (“Och-Ziff Real Estate”), which is an affiliate of one of the largest alternative asset managers in the world (“Och-Ziff”). As of December 31, 2015, Och-Ziff had $45.5 billion of assets under management with approximately $2.0 billion in real estate funds. Och-Ziff Real Estate was founded by Steven E. Orbuch to make investments in real estate and real estate related assets. Och-Ziff Real Estate has acquired over $5 billion of real estate assets including eight million SF of office and industrial property, over 10,000 multifamily and senior housing units, 7,000 hotel rooms and seven million SF of retail assets throughout the United States.

 

nEscrows. Upon the occurrence of a Ground Lease Termination, the borrower will be required to deposit an amount equal to $65,503 into a replacement reserve account and an amount equal to $327,392 into a tenant improvements and leasing commissions reserve account.

 

In the event that the Ground Lease Trigger Period (as defined below) has commenced and is continuing and the Ground Lessee is not paying taxes and/or insurance premiums (or otherwise self-insuring) as required under the Ground Lease, the borrower will be required to deposit one-twelfth of the annual taxes and/or one-twelfth of the insurance premiums necessary to bind coverage required by the OZRE Leased Fee Portfolio Loan documents (in each case, as determined by the lender) into a tax and insurance reserve account.

 

If the Ground Lease has been partially terminated as described below under “—Ground Lease Termination”, and the related severed lease is subject to a Ground Lease Termination, the borrower is required to deposit an allocated amount of each reserve described above for each Property demised by such severed lease.

 

If at any time all or any portion of the improvements to any OZRE Leased Fee Portfolio Property becomes subject to one or more leases to a tenant that leases 20% or more of the aggregate net rentable square footage or in-place rents of the improvements at the OZRE Leased Fee Portfolio Properties as a whole, the borrower will be required to deposit all excess cash flow with the lender to be used to pay any reimbursement costs associated with re-tenanting such space, commencing on any of the following dates that is (i) 30 days from the date such tenant ceases operations at its leased premises, (ii) the date such tenant provides notice to vacate or not renew its lease or (iii) the date such tenant is involved in a bankruptcy action.

 

12
 

 

OZRE LEASED FEE PORTFOLIO

  

In the event that as of March 5, 2022, the borrower has not paid the premium required to extend the PLL Policy for three additional years, the borrower is required to deposit $26,019 each month for 12 months (commencing March 6, 2022), into a lender-controlled escrow account (the “PLL Policy Escrow”), which amount may be used to pay premium amounts due in connection with the extension of the PLL Policy to allow for the reporting of claims for an additional three years.

 

nLockbox and Cash Management. The OZRE Leased Fee Portfolio Loan Combination is structured with a hard lockbox and in place cash management. Pursuant to the Ground Lease, the Ground Lessee is required to make monthly rent payments into the lender controlled lockbox account, which payments will be transferred on the next business day to the lender controlled cash management account. On each due date, any amounts remaining after payment of debt service and required reserves will be transferred to the borrower. During the continuance of a Cash Trap Period, all excess cash will be swept into an excess cash flow reserve and held by the lender as additional collateral for the OZRE Leased Fee Portfolio Loan Combination.

 

A “Cash Trap Period” will occur (i) during any event of default, (ii) during any bankruptcy action of the borrower, guarantor, or property manager or (iii) during a Ground Lease Trigger Period.

 

A “Ground Lease Trigger Period” will occur (i) upon an event of default under the Ground Lease (or a severed ground lease, if applicable), (ii) upon the Ground Lessee’s delivery of written notice of its intention to terminate the Ground Lease (or a severed ground lease, if applicable), other than in connection with a partial release effectuated in accordance with the terms of the OZRE Leased Fee Portfolio Loan Combination documents, (iii) upon the institution of legal action by the borrower or the Ground Lessee seeking to terminate or cancel the Ground Lease (or any severed ground lease, if applicable) without lender consent, (iv) upon a Ground Lease Termination or (v) upon the occurrence of any bankruptcy action with respect to the Ground Lessee.

 

A “Ground Lease Termination” will exist when (a) the Ground Lease (or any severed ground lease, if applicable) has been terminated, cancelled or otherwise ceases to remain in full force and effect as to any portion of the OZRE Leased Fee Portfolio Properties, other than in connection with a partial release, and/or (b) title to and/or possession of all or any portion of the improvements has been returned to or otherwise acquired by the borrower.

 

nProperty Management. The OZRE Leased Fee Portfolio Properties are self-managed by the borrower. The improvements located at the OZRE Leased Fee Portfolio Properties are managed by Brandywine, pursuant to an agreement between Brandywine and the Ground Lessee. Brandywine is one of the largest, full-service, integrated real estate companies in the country. Founded in 1994 and based in Radnor, Pennsylvania, Brandywine is organized as a real estate investment trust which invests in office, mixed-use, and industrial properties. As of June 30, 2015, Brandywine owned 199 properties (the OZRE Leased Fee Portfolio Properties account for 33.7% of such properties), including 167 office properties and 20 industrial facilities, containing an aggregate of approximately 25.1 million net rentable SF.

 

nMezzanine or Subordinate Indebtedness. Not permitted.

 

nGround Lease. The OZRE Leased Fee Portfolio Properties are subject to a Ground Lease, which was executed at origination of the OZRE Leased Fee Portfolio Loan Combination (the “Ground Lease”). The Ground Lessee is 50% owned by but not day-to-day controlled by affiliates of the borrower and 50% owned by and day-to-day controlled by Brandywine Realty Trust (“Brandywine”). See “—Property Management” above for additional information relating to Brandywine.

 

At origination, the borrower delivered a true lease opinion with respect to the Ground Lease. With respect to the OZRE Leased Fee Portfolio Properties located in Virginia, Pennsylvania and North Carolina, the Ground Lease has a term of 99 years with a lease expiration date of February 3, 2115 and with respect to the OZRE Leased Fee Portfolio Properties located in New Jersey, the Ground Lease has a term of 98 years with a lease expiration of February 3, 2114. Annual ground rent is currently $11,894,564 with annual increases of 2.5% for the first 10 years. For every 10-year period thereafter, the borrower (as ground lessor) is entitled to elect whether the annual increase to the then-current rent will be (i) 2.5% or (ii) an amount determined by the consumer price index escalation for the most recent 12-month period, subject to lender approval.

 

13
 

 

OZRE LEASED FEE PORTFOLIO

 

The Ground Lessee has a one-time option to purchase the borrower’s leased fee interests effective February 4, 2026 at a price to be determined at the then prevailing fair market value (based on criteria specified in the Ground Lease), subject to a floor of $330.0 million. The OZRE Leased Fee Portfolio Loan Combination is required to be paid in full prior to the exercise of the purchase option.

 

The Ground Lessee has the right to voluntarily transfer less than all of its leasehold interest in one or more OZRE Leased Fee Portfolio Properties to a third party and to cause those transferred OZRE Leased Fee Portfolio Properties to be removed from the Ground Lease, and to be instead demised under an identical new ground lease between that third party, as Ground Lessee, and the borrower, as ground lessor. Any such transfer is subject to the borrower’s consent (which may not be unreasonably withheld, except that the borrower may withhold its consent in its sole and absolute discretion if the transfer: (i) would be to a person who violates OFAC or similar representations or who does not possess experience owning and operating properties like the Ground Lease substantially equivalent to that of the Ground Lessee, or (ii) would result in the ratio of net operating income from the OZRE Leased Fee Portfolio Properties subject to the Ground Lease (following such transfer) or the new lease, respectively, when compared to the rent payable under such lease, to be less than 1.75x, as determined by the borrower). The OZRE Leased Fee Portfolio Loan agreement provides for lender consent to any transfers which require the consent of the borrower. Any involuntary transfer of the leasehold estate which occurred due to a foreclosure or similar remedial action by the leasehold lender, or the first voluntary transfer by such lender following acquisition of title, or any severed lease created in connection therewith, is permitted without the consent of the borrower. The Ground Lessee has pledged its interest as security for an unrelated loan.

 

nRelease of Collateral. Any time during the term of the OZRE Leased Fee Portfolio Loan Combination, the borrower may obtain the release of an individual OZRE Leased Fee Portfolio Property if, among other requirements, (i) the debt service coverage ratio as calculated under the OZRE Leased Fee Portfolio Loan documents after the release is at least than the greater of (a) 1.55x (the debt service coverage ratio based on the year one ground rent payment) and (b) the debt service coverage ratio immediately prior to such release, (ii) the debt yield as calculated under the OZRE Leased Fee Portfolio Loan documents after the release is at least the greater of (a) 6.77% (the debt yield based on the year one ground rent payment) and (b) the debt yield immediately preceding such release, and (iii) the borrower partially prepays the OZRE Leased Fee Portfolio Loan Combination in an amount equal to the applicable Release Amount, together with the applicable yield maintenance premium.

 

The “Release Amount” means (i) with respect to each of the 300 Arboretum Place, 6802 Paragon Place, 6800 Paragon Place, 7501 Boulder View Drive, 2100 West Laburnum Avenue, 7300 Beaufont Springs Drive, 4870 Sadler Road, 12015 Lee Jackson Memorial Highway, 6806 Paragon Place, 4880 Sadler Road, 7401 Beaufont Springs Drive, 4805 Lake Brook Drive and 4401 Fair Lakes Court Properties, 125% of the related allocated loan amount and (ii) with respect to any other release, 105% of the related allocated loan amount, or if prior release prices paid are greater than or equal to $17,575,000 in the aggregate, 120% of the related allocated loan amount.

 

nTerrorism Insurance. The borrower is required to maintain insurance for, among other forms of coverage, terrorism and acts of terrorism, subject to certain conditions under the related OZRE Leased Fee Portfolio Loan documents, so long as the lender determines that either (i) prudent owners of real estate comparable to the OZRE Leased Fee Portfolio Properties are maintaining same or (ii) prudent institutional lenders (including, without limitation, investment banks) to such owners are requiring that such owners maintain such insurance. See “Risk Factors—Terrorism Insurance May Not Be Available for All Mortgaged Properties” in the Preliminary Prospectus.

 

14
 

 

HYATT REGENCY HUNTINGTON BEACH RESORT & SPA

 

Mortgaged Property Information Mortgage Loan Information
Number of Mortgaged Properties 1   Loan Seller   CGMRC
Location (City/State) Huntington Beach, California   Cut-off Date Principal Balance(2)   $54,000,000
Property Type Hospitality     Cut-off Date Principal Balance per Room(1) $386,847
Size (Rooms) 517   Percentage of Initial Pool Balance   7.1%
Total TTM Occupancy as of 12/31/2015 83.5%   Number of Related Mortgage Loans   None
Owned TTM Occupancy as of 12/31/2015 83.5%   Type of Security   Fee Simple
Year Built / Latest Renovation 2003 / 2009-2015   Mortgage Rate   5.07000%
Appraised Value $367,900,000   Original Term to Maturity (Months)   120
      Original Amortization Term (Months)   360
      Original Interest-Only Period (Months) 48
Underwritten Revenues $88,435,908      
Underwritten Expenses $62,406,949   Escrows
Underwritten Net Operating Income (NOI) $26,028,959    
Underwritten Net Cash Flow (NCF) $22,537,164     Upfront Monthly
Cut-off Date LTV Ratio(1) 54.4%   Taxes $898,739 $299,580
Maturity Date LTV Ratio(1) 49.2%   Insurance $743,645 $63,174
DSCR Based on Underwritten NOI / NCF(1) 2.00x / 1.74x   FF&E(3) (4) $9,300,000 $0
Debt Yield Based on Underwritten NOI / NCF(1) 13.0% / 11.3%   Other $0 $0

           
Sources and Uses
Sources    $ % Uses                $ %
Loan Combination Amount $200,000,000   99.9% Loan Payoff $102,519,949  51.2%
Other Sources          136,576 0.1 Principal Equity Distribution 77,797,460 38.9  
      Reserves 10,942,384 5.5  
      Other Uses(5) 7,900,000 3.9 
      Closing Costs 976,782 0.5 
Total Sources $200,136,576 100.0% Total Uses $200,136,576 100.0%

 

 

(1)Calculated based on the aggregate outstanding principal balance of the Hyatt Regency Huntington Beach Resort & Spa Loan Combination.

(2)The Hyatt Regency Huntington Beach Resort & Spa Loan has an outstanding principal balance as of the Cut-off Date of $54,000,000 and represents the controlling note A-1-1 of the $200,000,000 Hyatt Regency Huntington Beach Resort & Spa Loan Combination, which is evidenced by six pari passu notes. The related companion loans are evidenced by (i) the non-controlling note A-1-2 (with an outstanding principal balance as of the Cut-off Date of $6,000,000), which is currently held by Citigroup Global Markets Realty Corp. and expected to be contributed to one or more future commercial mortgage securitization transactions, (ii) the non-controlling note A-2 (with an outstanding principal balance as of the Cut-off Date of $40,000,000), which is currently held by Citigroup Global Markets Realty Corp. and expected to be contributed to one or more future commercial mortgage securitization transactions, (iii) the non-controlling note A-3 (with an outstanding principal balance as of the Cut-off Date of $40,000,000), which is currently held by Citigroup Global Markets Realty Corp. and expected to be contributed to one or more future commercial mortgage securitization transactions, (iv) the non-controlling note A-4 (with an outstanding principal balance as of the Cut-off Date of $50,000,000), which is currently held by UBS Real Estate Securities Inc. and expected to be contributed to one or more future commercial mortgage securitization transactions, and (v) the non-controlling note A-5 (with an outstanding principal balance as of the Cut-off Date of $10,000,000), which is currently held by UBS Real Estate Securities Inc. and expected to be contributed to one or more future commercial mortgage securitization transactions. See “—The Mortgage Loan” below.

(3)The $9,300,000 for FF&E is held by the Hyatt Manager (as defined below) in an account in which the lender has a perfected security interest. See “—Escrows” below.

(4)The monthly FF&E reserve is one-twelfth of 4.0% of total revenue, however the requirement to fund the FF&E reserve on each monthly payment due date is waived per the terms of the Hyatt Regency Huntington Beach Resort & Spa Loan agreement under certain conditions. See “—Escrows” below.

(5)Other Uses of $7,900,000 represents the borrower’s purchase of the fee simple interest in the Hyatt Regency Huntington Beach Resort & Spa Property. The Hyatt Regency Huntington Beach Resort & Spa Property was previously encumbered by a ground lease.

 

nThe Mortgage Loan. The mortgage loan (the “Hyatt Regency Huntington Beach Resort & Spa Loan”) is part of a loan combination (the “Hyatt Regency Huntington Beach Resort & Spa Loan Combination”) evidenced by six pari passu notes that are together secured by a first mortgage encumbering the borrower’s fee simple interest in a 517-room full service hotel located in Huntington Beach, California (the “Hyatt Regency Huntington Beach Resort & Spa Property”). The Hyatt Regency Huntington Beach Resort & Spa Loan, which is evidenced by note A-1-1 and represents the controlling interest in the Hyatt Regency Huntington Beach Resort & Spa Loan Combination, had an original principal balance of $54,000,000, has an outstanding principal balance as of the Cut-off Date of $54,000,000 and represents approximately 7.1% of the Initial Pool Balance. The related companion loans (the “Hyatt Regency Huntington Beach Resort & Spa Companion Loans”) had an aggregate original principal balance of $146,000,000, have an outstanding principal balance as of the Cut-off Date of $146,000,000 and are evidenced by (i) the non-controlling notes A-1-2, A-2 and A-3, which are currently held by Citigroup Global Markets Realty Corp. and are expected to be contributed to one or more future commercial mortgage securitization transactions, and (ii) the non-controlling notes A-4 and A-5, which are currently held by UBS Real Estate Securities Inc. and are expected to be contributed to one or more future commercial mortgage securitization transactions. The Hyatt Regency Huntington Beach Resort & Spa Loan Combination was co-originated by Citigroup Global Markets Realty Corp. and UBS Real Estate Securities Inc. on April 27, 2016, had an original principal balance of $200,000,000, has an outstanding principal balance as of the Cut-off Date of $200,000,000 and accrues interest at an interest rate of 5.07000% per annum. The proceeds of the Hyatt Regency Huntington Beach Resort & Spa Loan Combination were primarily used to refinance the existing debt on the Hyatt Regency Huntington Beach Resort & Spa Property, return equity to the borrower sponsor, fund reserves, acquire the fee simple interest in the Hyatt Regency Huntington Beach Resort & Spa Property and pay origination costs. The previous mortgage loan secured by the Hyatt Regency Huntington Beach Resort & Spa Property was included in the JPMCC 2006-LDP7 securitization trust.

 

15
 

 

HYATT REGENCY HUNTINGTON BEACH RESORT & SPA

 

The Hyatt Regency Huntington Beach Resort & Spa Loan had an initial term of 120 months and has a remaining term of 120 months as of the Cut-off Date. The Hyatt Regency Huntington Beach Resort & Spa Loan requires interest only payments on each due date through and including the due date occurring in May 2020 and thereafter requires payments of interest and principal based on a 30-year amortization schedule. The scheduled maturity date of the Hyatt Regency Huntington Beach Resort & Spa Loan is the due date in May 2026. Provided that no event of default has occurred and is continuing under the Hyatt Regency Huntington Beach Resort & Spa Loan documents, at any time after the earlier of the third anniversary of origination of the Hyatt Regency Huntington Beach Resort & Spa Loan and the second anniversary of the securitization of the last portion of the Hyatt Regency Huntington Beach Resort & Spa Loan Combination, the Hyatt Regency Huntington Beach Resort & Spa Loan may be defeased with certain direct full faith and credit obligations of the United States of America or other obligations which are “government securities” permitted under the Hyatt Regency Huntington Beach Resort & Spa Loan documents. Provided that no event of default has occurred and is continuing under the Hyatt Regency Huntington Beach Resort & Spa Loan documents, voluntary prepayment of the Hyatt Regency Huntington Beach Resort & Spa Loan without a prepayment premium or yield maintenance charge is permitted on or after the due date in February 2026.

 

nThe Mortgaged Property. The Hyatt Regency Huntington Beach Resort & Spa Property is a 517-room, full service hotel located on approximately 15.1 acres in Huntington Beach, California. The Hyatt Regency Huntington Beach Resort & Spa Property consists of two main buildings, the hotel and the conference center, which were constructed in 2003 and underwent renovations totaling approximately $24.0 million from 2009 to 2015. Of the 517 guestrooms, 57 are suites ranging in size from 888 SF to 2,515 SF. All guestrooms include a balcony or patio. There are 990 on-site parking spaces located in a two-level subterranean parking garage located beneath the Hyatt Regency Huntington Beach Resort & Spa Property. The Hyatt Regency Huntington Beach Resort & Spa Property is directly connected to the beachfront of Huntington Beach by a pedestrian bridge which extends over the Pacific Coast Highway.

 

Meeting space at the Hyatt Regency Huntington Beach Resort & Spa Property exceeds 110,000 SF, including a 20,000 SF grand ballroom with Pacific Ocean views and a maximum capacity of over 2,000 people, as well as two additional ballrooms with Pacific Ocean views and a maximum capacity ranging from 366 to 677 people. In addition to multiple ballrooms, the Hyatt Regency Huntington Beach Resort & Spa Property contains meeting and boardroom space for smaller groups and approximately 40,000 SF of outdoor function space.

 

The Hyatt Regency Huntington Beach Resort & Spa Property contains six restaurants including Watertable, which received an Open Table Diners’ Choice Award as one of the Top 100 Best Restaurants in America. Watertable formerly operated as The Californian before The Californian was closed and fully renovated between November 2013 and April 2014. Over $4.5 million was spent on renovating and converting The Californian into Watertable and increasing the restaurant’s capacity from 150 to 250 seats. In 2012, The Californian had revenues of approximately $2.0 million. After reopening as Watertable, the restaurant had revenues of approximately $5.6 million in 2015.

 

Pacific Waters Spa, located at the Hyatt Regency Huntington Beach Resort & Spa Property, is a 20,000 SF spa available to both hotel guests and non-guests. The spa features 17 treatment rooms in addition to outdoor private treatment areas, a dry sauna, a steam room, men’s and women’s lounges with private whirlpools, waterfall showers, a fitness center and a full service salon. Recreational facilities at the Hyatt Regency Huntington Beach Resort & Spa include a lagoon-style swimming pool and a separate water playground featuring three water slides, a hot tub and a children’s pool.

 

Hyatt Hotels Corporation owns a 40% indirect ownership interest in the borrower. Thus, the Hyatt Regency Huntington Beach Resort & Spa Property operates without a franchise agreement. The Hyatt Regency Huntington Beach Resort & Spa Property instead operates under a management agreement with Hyatt Corporation which expires in December 2028 and has one five-year renewal option remaining (such agreement, the “Hyatt Management Agreement”).

 

16
 

 

HYATT REGENCY HUNTINGTON BEACH RESORT & SPA

 

The following table presents certain information relating to historical occupancy, ADR and RevPAR at the Hyatt Regency Huntington Beach Resort & Spa Property and its competitive set, as provided in a third-party industry travel research report for the Hyatt Regency Huntington Beach Resort & Spa Property:

 

Historical Statistics

                                     
    Hyatt Regency Huntington Beach
Resort & Spa Property(1)
  Competitive Set(2)   Penetration(2)

Year

Occupancy

ADR

RevPAR

Occupancy

ADR

RevPAR

Occupancy

 

ADR

RevPAR

2011   73.4%   $211.18   $154.91   59.5%   $220.75   $131.25   123.4%   95.7%   118.0%
2012   75.9%   $219.51   $166.70   63.9%   $229.06   $146.35   118.9%   95.8%   113.9%
2013   77.2%   $233.14   $179.92   68.4%   $208.54   $142.62   112.8%   111.8%   126.2%
2014   83.4%   $247.21   $206.10   72.3%   $212.91   $153.93   115.3%   116.1%   133.9%
2015   83.5%   $260.59   $217.50   72.9%   $224.74   $163.86   114.5%   116.0%   132.7%

 

 
(1)As provided by the borrower.
(2)Source: industry travel research report.

 

nOperating History and Underwritten Net Cash Flow. The following table presents certain information relating to the historical operating performance and the Underwritten Net Cash Flow, on an aggregate basis and per room, at the Hyatt Regency Huntington Beach Resort & Spa Property:

 

Cash Flow Analysis(1)

                               
 

2013

2014

2015

Underwritten

Underwritten
$ per Room

Room Revenue   $33,951,287     $38,892,228     $41,155,432     $41,155,432     $79,604  
Food & Beverage Revenue   29,359,486     35,702,200     38,650,718     38,650,718     74,760  
Other Revenue(2)

7,470,962 

 

8,682,344

 

8,448,331

 

8,629,758

 

16,692

 
Total Revenue   $70,781,735     $83,276,772     $88,254,481     $88,435,908     $171,056  
                               
Room Expense   $9,428,529     $10,934,411     $10,884,686     $10,884,686     $21,054  
Food & Beverage Expense   19,920,331     23,973,352     25,639,989     25,639,989     49,594  
Other Expense

2,521,073

 

2,940,575

 

3,291,782

 

3,286,142

 

6,356

 
Total Departmental Expense   $31,869,933     $37,848,338     $39,816,457     $39,810,817     $ 77,004  
Total Undistributed Expense   17,064,467     18,437,251     18,894,270     18,909,767     36,576  
Total Fixed Charges

3,013,600

 

3,179,772 

 

3,238,484

 

3,686,365

 

7,130

 
Total Operating Expenses   $51,948,000     $59,465,361     $61,949,211     $62,406,949     $120,710  
                               
Net Operating Income   $18,833,735     $23,811,411     $26,305,270     $26,028,959     $50,346  
FF&E

3,539,087

 

4,163,839

 

4,412,724

 

3,491,795

 

6,754

 
Net Cash Flow   $15,294,648     $19,647,573     $21,892,546     $22,537,164     $43,592  
                               

 

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

(2)Other Revenue consists primarily of parking fees, resorts fees, health club, spa and fitness center revenue, and revenue generated from three third-party tenant leases related to 5,845 SF of retail space at the Hyatt Regency Huntington Beach Resort & Spa Property.

 

nAppraisal. According to the appraisal, the Hyatt Regency Huntington Beach Resort & Spa Property had an “as-is” appraised value of $367,900,000 as of March 18, 2016 and is expected to have an “as stabilized” appraised value of $383,500,000 as of March 18, 2018. The “as stabilized” appraised value of $383,500,000 reflects the appraiser’s assumption of stabilized occupancy of 84.0% and stabilized ADR of $285.89.

 

nEnvironmental Matters. According to the Phase I environmental report, dated January 20, 2016, there were no recognized environmental conditions or recommendations for further action at the Hyatt Regency Huntington Beach Resort & Spa Property.

 

17
 

 

HYATT REGENCY HUNTINGTON BEACH RESORT & SPA

 

nMarket Overview and Competition. The Hyatt Regency Huntington Beach Resort & Spa Property is located in Huntington Beach, Orange County, California, approximately 35 miles southeast of Los Angeles International Airport, 21 miles southwest of Anaheim, California and 5 miles north of Newport Beach, California. According to the U.S. Census Bureau, as of July 2015, Orange County was the sixth most populous county in the United States. According to the appraisal, the 2015 population within a one-, three- and five-mile radius of the Hyatt Regency Huntington Beach Resort & Spa Property was 13,036, 104,896 and 277,280, respectively. According to the appraisal, 2015 estimated average household income within a one-, three- and five-mile radius of the Hyatt Regency Huntington Beach Resort & Spa Property was $106,813, $115,117 and $104,743, respectively. Tourism is one of the leading industries in Huntington Beach, with the city reporting approximately 11.0 million visitors annually. Nicknamed “Surf City, USA”, Huntington Beach has access to 9.5 miles of Pacific Ocean beachfront which attracts surfers from around the world. Popular tourist destinations in the area include Disneyland, Knott’s Berry Farm, Newport Beach, Fashion Island Shopping Center, and Laguna Beach.

 

According to the city of Huntington Beach, there are over 650 industrial businesses located in Huntington Beach including Boeing, Quicksilver, Cambro Manufacturing, and C&D Aerospace. Orange County is also the headquarters of several Fortune 1,000 companies including Ingram Micro, First American Corporation and Broadcom, as well as the regional headquarters for international businesses such as Mazda, Toshiba, Toyota and Samsung. The Hyatt Regency Huntington Beach Resort & Spa Property had a meeting and group penetration factor of approximately 130.0% in 2015 as a result of, according to the appraisal, having a large number of guestrooms, the largest concentration of meeting and group space in the area, expansive grounds and the ability to utilize the beach area for activities.

 

The appraiser identified seven properties with varying degrees of competitiveness to the Hyatt Regency Huntington Beach Resort & Spa Property. The following table presents certain information related to the competitive properties identified in the appraisal for the Hyatt Regency Huntington Beach Resort & Spa Property.

 

Hyatt Regency Huntington Beach Resort & Spa Property Competitive Set(1)

 

Property

 

Year Opened

 

Number
of
Rooms

 

Distance
(in miles)

 

Transient Demand

 

Meeting
& Group Demand

 

Appraiser’s Estimated 2015 Occupancy

 

Appraiser’s Estimated 2015 ADR

 

Appraiser’s Estimated 2015
RevPAR

Hyatt Regency Huntington Beach Resort & Spa   2003   517     55%   45%   83.5%(2)   $261(2)       $217.50(2)
Kimpton Shorebreak Hotel   2009   157   1.0   75%   25%   80.0%   $220   $176.00
Hilton Huntington Beach Waterfront   1990   290   0.3   75%   25%   80.0%   $240   $192.00
Balboa Bay Resort   2003   159   5.0   70%   30%   75.0%   $200   $150.00
Marriott Newport Beach Hotel & Spa   1975   532   7.0   65%   35%   75.0%   $185   $138.75
Marriott Laguna Cliffs Resort & Spa   1987   378   22.0   60%   40%   75.0%   $215   $161.25
Omni La Costa Resort & Spa   1965   607   57.0   60%   40%   70.0%   $275   $192.50

Loews Coronado Bay Resort

  1991  

439

  81.0  

60%

 

40%

 

80.0%

 

$210

 

$168.00

Total / Wtd. Average       3,079       63%   37%   76.9%   $230   $177.00
                                 

 

(1)Source: Appraisal.

(2)As provided by the borrower.

 

nThe Borrower. The borrower is PCH Beach Resort, LLC, a single-purpose, single-asset entity. Legal counsel to the borrower delivered a non-consolidation opinion in connection with the conversion of the borrower into a Delaware limited liability company that occurred shortly after origination of the Hyatt Regency Huntington Beach Resort & Spa Loan. The non-recourse carveout guarantors are Hyatt Hotels Corporation (which owns a 40% indirect ownership interest in the borrower), Robert L. Mayer Jr., Mayer Financial, L.P. and Grand Resort, LLC.

 

Hyatt Hotels Corporation (NYSE: H, rated Baa2/BBB by Moody’s/S&P) is a global hospitality company with a 59- year history in developing, owning, operating, managing, franchising and licensing hotels, resorts, branded residences and vacation ownership properties. As of March 31, 2016, Hyatt Hotels Corporation’s worldwide portfolio consisted of 652 properties in 53 countries. For the year ended December 31, 2015, Hyatt Hotels Corporation’s reported revenue and adjusted EBITDA were approximately $4.3 billion and $727 million, respectively. As the Hyatt Regency Huntington Beach Resort & Spa Property is managed by Hyatt Corporation, the Hyatt Regency Huntington Beach Resort & Spa Property operates without a franchise agreement. The management agreement with Hyatt Corporation expires in December 2028 and has one five-year renewal option remaining.

 

18
 

 

HYATT REGENCY HUNTINGTON BEACH RESORT & SPA

 

Robert L. Mayer Jr. is the Chairman and Chief Operating Officer of The Robert Mayer Corporation. The Robert Mayer Corporation has been involved in the financing and development of more than 25,000 residential units and the construction and operation of fourteen hotels including the Hyatt Regency Huntington Beach Resort & Spa Property and the Hilton Huntington Beach Waterfront Resort located adjacent to the Hyatt Regency Huntington Beach Resort & Spa Property.

 

nEscrows. On the origination date, the borrower funded aggregate reserves of $10,942,385 with respect to the Hyatt Regency Huntington Beach Resort & Spa Property, comprised of (i) $9,300,000 for FF&E (which is held by the Hyatt Manager (as defined below)), (ii) $898,740 for real estate tax expenses and (iii) $743,645 for insurance expenses.

 

On each due date, the borrower is required to fund (i) a tax reserve in an amount equal to one-twelfth of the amount the lender estimates will be necessary to pay taxes over the then succeeding 12-month period (initially $299,580), (ii) an insurance reserve in an amount equal to one-twelfth of the amount the lender estimates will be necessary to pay insurance over the then succeeding 12-month period (initially $63,174) and (iii) a reserve for FF&E, in an amount equal to the greater of (a) the FF&E Payment (as defined below) and (b) the amount of the deposit (if any) then required by the Hyatt Manager on account of FF&E under the Hyatt Management Agreement.

 

An “FF&E Payment” means, with respect to the monthly payment date, an amount equal to one-twelfth of 4% of the greater of (x) the annual gross revenues for the hotel related operations at the Hyatt Regency Huntington Beach Resort & Spa Property for the immediately preceding calendar year as reasonably determined by the lender and (y) the projected annual gross revenues for the hotel related operations at the Hyatt Regency Huntington Beach Resort & Spa Property for the calendar year in which such monthly payment date occurs as set forth in the approved annual budget, or if no approved annual budget exists as of the date of determination, an amount reasonably determined by the lender. The FF&E reserve monthly deposit must (A) initially be determined for the balance of the 2016 calendar year as of the origination date and (B) thereafter be adjusted and determined by the lender annually on the monthly payment date in May 2017 and on each monthly payment date falling in each subsequent May thereafter. Notwithstanding anything in the Hyatt Regency Huntington Beach Resort & Spa Loan documents to the contrary, the lender may require the borrower to increase the monthly deposits required pursuant to the Hyatt Regency Huntington Beach Resort & Spa Loan documents upon 30 days’ notice to the borrower if (1) a Hyatt Regency Huntington Beach Resort & Spa Trigger Period is continuing and the lender determines in its reasonable discretion that an increase is necessary to maintain proper maintenance and operation of the Hyatt Regency Huntington Beach Resort & Spa Property and/or (2) the lender determines in its reasonable discretion that an increase is necessary to reflect increased FF&E expenditures required under the Hyatt Management Agreement and/or set forth in any amendment to the most recently determined approved annual budget.

 

Provided no event of default has occurred and is continuing, the requirement to fund the FF&E reserve on each due date will be waived, provided that Hyatt Corporation reserves funds for FF&E that will be required to be made to the Hyatt Regency Huntington Beach Resort & Spa Property during each calendar year in a manner substantially consistent with the requirements for FF&E set forth in the Hyatt Management Agreement. The lender has a perfected security interest in the FF&E reserve account held by the Hyatt Manager, which security interest is subject to the Hyatt Manager’s right to use this reserve as described in the Hyatt Management Agreement.

 

19
 

 

HYATT REGENCY HUNTINGTON BEACH RESORT & SPA

 

On each due date (other than the due dates in November and December if sums in the cash management account are insufficient to make all deposits required pursuant to the cash management waterfall), the borrower is required to fund a Seasonality Reserve Monthly Deposit (as defined below) until such time as the seasonality reserve funds deposited for the calendar year equals or exceeds 100% of the aggregate Negative Monthly Amounts (as defined below) for that calendar year based on the then current approved annual budget. The “Seasonality Reserve Monthly Deposit” equals 100% of the quotient of (x) the aggregate Negative Monthly Amounts for the 12 month period divided by (y) the number of months for which there is no Negative Monthly Amount, based on the then current approved annual budget to be adjusted annually on January 1 of each calendar year. The “Negative Monthly Amount” means, with respect to any due date, the amount, if any, by which operating income for the Hyatt Regency Huntington Beach Resort & Spa Property for the calendar month is insufficient to establish a debt service coverage ratio for the applicable month of 1.10x based on the then current approved annual budget to be adjusted annually on January 1 of each year. If at any time the lender reasonably determines that the amount on deposit in the seasonality reserve account will be insufficient to fund the actual or anticipated aggregate cash management account shortfalls expected to be incurred (such amount, the “Aggregate Shortfall”), the borrower is required to deposit with the lender an amount equal to the Aggregate Shortfall.

 

Provided that no event of default (except any event of default which would be satisfied by the disbursement from the seasonality reserve account) has occurred and is continuing, if, on the due dates in November and December of each year, sums in the cash management account are insufficient to make all deposits required pursuant to the cash management waterfall, the lender is required to disburse a portion of the seasonality reserve funds in an amount equal to the applicable shortfall into the cash management account to be disbursed in accordance with the cash management waterfall. See “—Lockbox and Cash Management” below.

 

nLockbox and Cash Management. Provided no Hard CM Trigger (as defined below) has occurred, all hotel revenue is collected by the Hyatt Manager and deposited in an account to which the Hyatt Manager has access (the “Hotel Operating Account”). The lender has a perfected security interest in the Hotel Operating Account. Provided no event of default has occurred and the Hyatt Management Agreement is in full force and effect, the Hyatt Manager is required to pay all operating expenses from the Hotel Operating Account pursuant to the Hyatt Management Agreement and deposit such funds necessary to maintain the $1,500,000.00 minimum working capital balance required under the Hyatt Management Agreement. All remaining sums are remitted to the lender-controlled lockbox account prior to the 15th day of each month. Upon the occurrence and during the continuance of an event of default, provided (1) the Hyatt Management Agreement is in full force and effect, (2) the Hyatt Manager continues to be the property manager, and (3) none of the Hyatt Manager, the related guarantors or any affiliate of the foregoing controls the borrower, the Hyatt Manager is required to make disbursements from the Hotel Operating Account as follows: (a) first, funds sufficient to pay the monthly real estate tax deposit due for the then applicable due date, if any, to the lender; (b) second, funds sufficient to pay the monthly insurance deposit due for the then applicable due date, if any, to the lender; (c) third, to fund all other approved operating expenses per the approved annual budget (including the base management fee associated with the capital management of the Hyatt Regency Huntington Beach Resort & Spa Property and a working capital amount approved by the lender in its sole discretion) with monthly comparisons reasonably acceptable to the lender of (x) actual operating expenses paid or reimbursed by or on behalf of the borrower pursuant to the prior distributions under this clause (c), to (y) the approved operating expenses per the approved annual budget for the subject month; and (d) fourth, the balance of all revenue derived from the Hyatt Regency Huntington Beach Resort & Spa Property to the lender-controlled lockbox account. Upon the occurrence and continuance of a Hard CM Trigger, all hotel revenue is required to be deposited directly into the lender-controlled lockbox account.

 

20
 

 

HYATT REGENCY HUNTINGTON BEACH RESORT & SPA

 

A “Hard CM Trigger” means the occurrence of either (x) the Hyatt Management Agreement not being in full force and effect or (y) an event of default occurring and continuing and the Hyatt Manager, Hyatt Hotels Corporation or any affiliate of the foregoing controlling the borrower. All amounts in the lender-controlled lockbox account are swept daily into the lender’s cash management account.

 

Provided no event of default is continuing, on each due date, the lender is required to disburse funds in the cash management account in the following amounts and order of priority: (i) first, to make the monthly reserve deposit for real estate taxes; (ii) second, to make the monthly reserve deposit for insurance premiums; (iii) third, to pay any default interest and late payment charges; (iv) fourth, to pay the monthly debt service amount; (v) fifth, to make the monthly reserve deposit for FF&E (assuming the Hyatt Manager is not holding the FF&E reserve); (vi) sixth, to make the seasonality reserve monthly deposit; (vii) seventh, to pay any other amounts due and owing to the lender; (viii) eighth, to pay for operating expenses for the applicable month; and (ix) ninth, all amounts remaining are required (a) to the extent that a Hyatt Regency Huntington Beach Resort & Spa Trigger Period has occurred and is continuing, to be deposited into the excess cash flow account to be held as additional cash collateral for the Hyatt Regency Huntington Beach Resort & Spa Loan and (b) to the extent that no Hyatt Regency Huntington Beach Resort & Spa Trigger Period exists, to be disbursed to the borrower.

 

A “Hyatt Regency Huntington Beach Resort & Spa Trigger Period” means (a) a period commencing upon the occurrence and continuance of a monetary event of default or a material non-monetary event of default and continuing until the cure of such event of default, (b) a period commencing when the debt service coverage ratio is less than 1.30x and continuing until the debt service coverage ratio is equal to or greater than 1.40x for two consecutive calendar quarters, (c) the occurrence of a Hyatt Regency Huntington Beach Resort & Spa Hotel Agreement Trigger Period, (d) a period commencing upon the occurrence of a Hyatt Regency Huntington Beach Resort & Spa Hotel Agreement Renewal Trigger Event and continuing until the Hyatt Management Agreement is renewed in accordance with the Hyatt Regency Huntington Beach Resort & Spa Loan documents, or (e) commencing upon the bankruptcy of the property manager and continuing until such property manager is replaced in accordance with the Hyatt Regency Huntington Beach Resort & Spa Loan documents.

 

A “Hyatt Regency Huntington Beach Resort & Spa Hotel Agreement Trigger Period” means a period (A) commencing upon the first to occur of (i) an event of default by the borrower under the Hyatt Management Agreement (other than de minimis defaults that do not have a material adverse effect), (ii) the borrower or the Hyatt Manager giving notice that it is terminating the Hyatt Management Agreement, (iii) any termination or cancellation of the Hyatt Management Agreement or the Hyatt Management Agreement expiring or otherwise failing to be in full force and effect, (iv) any bankruptcy or similar insolvency of the Hyatt Manager and (v) the Hyatt Regency Huntington Beach Resort & Spa Property failing to be operated or branded pursuant to the Hyatt Management Agreement; and (B) expiring upon the lender’s receipt of evidence reasonably acceptable of satisfaction of the applicable Hyatt Regency Huntington Beach Resort & Spa Hotel Agreement Trigger Period cure conditions and, to the extent a property improvement plan is required, the deposits of any corresponding amounts into a property improvement plan reserve account to pay for the costs of such plan.

 

A “Hyatt Regency Huntington Beach Resort & Spa Hotel Agreement Renewal Trigger Event” means an event which will be deemed to have occurred if the Hyatt Management Agreement is not renewed in accordance with the Hyatt Regency Huntington Beach Resort & Spa Loan documents on or before the date which is 12 months prior to the expiration of the Hyatt Management Agreement.

 

nProperty Management. The Hyatt Regency Huntington Beach Resort & Spa Property is currently managed by Hyatt Corporation, an affiliate of the borrower (the “Hyatt Manager”). The borrower may not replace Hyatt Corporation as the property manager of the Hyatt Regency Huntington Beach Resort & Spa Property without the lender’s consent. The lender may replace (or require the borrower to replace) the property manager if: (a) the property manager becomes insolvent or a debtor in (i) any involuntary bankruptcy or insolvency proceeding that is not dismissed within 90 days of the filing thereof, or (ii) any voluntary bankruptcy or insolvency proceeding; (b) there exists a default by the property manager beyond all applicable notice and cure periods under the Hyatt Management Agreement; or (c) the lender is exercising its remedies under the Hyatt Regency Huntington Beach Resort & Spa Loan documents following an event of default.

 

nMezzanine or Subordinate Indebtedness. Not permitted.

 

21
 

 

HYATT REGENCY HUNTINGTON BEACH RESORT & SPA

 

nTerrorism Insurance. The borrower is required to maintain an “all-risk” insurance policy that provides coverage for terrorism in an amount equal to the full replacement cost of the Hyatt Regency Huntington Beach Resort & Spa Property, plus business interruption coverage in an amount equal to 100% of the projected net operating income plus fixed expenses of the Hyatt Regency Huntington Beach Resort & Spa Property for a period continuing from the time of loss until restoration, not to exceed 24 months plus a 12-month extended period of indemnity. The “all-risk” policy containing terrorism insurance is required to contain a deductible that is acceptable to the lender and is no greater than $10,000. In the event the Terrorism Risk Insurance Act of 2002, as extended by the Terrorism Risk Insurance Program Reauthorization Act of 2015 and as it may be further extended from time to time (“TRIPRA”) or a similar or subsequent statute is not renewed or extended any time during the term, of the Hyatt Regency Huntington Beach Resort & Spa Loan and terrorism coverage is then subject to rating and availability on the open market, the borrower is required to obtain and maintain terrorism coverage for property, loss of rents/business income, general liability and excess liability/umbrella at a cost not to exceed 200% of all the then-current premiums for all coverages required for the Hyatt Regency Huntington Beach Resort & Spa Loan, excluding earthquake and flood if required, for each subsequent policy term (the “Terrorism Cap”) and, if the cost exceeds the Terrorism Cap, the borrower is required to purchase the maximum amount of coverage available with funds equal to the Terrorism Cap. See “Risk Factors—Terrorism Insurance May Not Be Available for All Mortgaged Properties” in the Preliminary Prospectus.

 

22
 

 

ONE HARBOR POINT SQUARE

 

           
Mortgaged Property Information   Mortgage Loan Information
Number of Mortgaged Properties 1   Loan Seller   CGMRC
Location (City/State) Stamford, Connecticut   Cut-off Date Principal Balance(3)   $41,000,000
Property Type Office   Cut-off Date Principal Balance per SF(2)   $326.31
Size (SF) 251,295   Percentage of Initial Pool Balance   5.4%
Total Occupancy as of 2/1/2016(1) 96.3%   Number of Related Mortgage Loans   None
Owned Occupancy as of 2/1/2016(1) 96.3%   Type of Security   Fee Simple
Year Built / Latest Renovation 2011 / NAP   Mortgage Rate   4.69950%
Appraised Value $119,200,000   Original Term to Maturity (Months)   120
      Original Amortization Term (Months)   360
      Original Interest Only Term (Months) 12
Underwritten Revenues $13,227,054    
Underwritten Expenses $4,741,524   Escrows
Underwritten Net Operating Income (NOI) $8,485,530     Upfront Monthly
Underwritten Net Cash Flow (NCF) $7,892,973   Taxes $718,539 $119,757
Cut-off Date LTV Ratio(2) 68.8%   Insurance $30,763 $7,691
Maturity Date LTV Ratio(2) 57.6%   Replacement Reserve $0 $4,188
DSCR Based on Underwritten NOI / NCF(2) 1.66x / 1.55x   TI/LC $0 $26,177
Debt Yield Based on Underwritten NOI / NCF(2) 10.3% / 9.6%   Other(4) $20,165,432 $2,219

             
     Sources and Uses(5)    
Sources $           % Uses $                      %
Loan Combination Amount $82,000,000 82.8%   Loan Payoff $53,276,047 53.8%   
Mezzanine Loan 16,900,000 17.1   Reserves 20,914,734 21.1   
Other Sources 175,000 0.2   Principal Equity Distribution 19,676,367 19.9   
        Closing Costs(6) 5,207,852 5.3   
Total Sources $99,075,000 100.0%   Total Uses $99,075,000 100.0%  

 

 

(1)The Total Occupancy and Owned Occupancy excludes two retail tenants, Walgreens and William Pitt Sotheby’s International Realty, which are currently in-place tenants but were underwritten as vacant due to both tenants’ leases expiring in December 2016. The Total Occupancy and Owned Occupancy each include an office tenant, Bridgewater Associates, that has executed a lease with a commencement date of March 2016 but has not yet taken occupancy. Additionally, Total Occupancy and Owned Occupancy each include HP Fitness/Exhale Spa, which occupies 10,238 SF but is not obligated to pay rent: the borrower sponsor is obligated to operate this on-site fitness center in association with the Bridgewater Associates lease.

(2)Calculated based on the aggregate outstanding principal balance of the One Harbor Point Square Loan Combination.

(3)The One Harbor Point Square Loan, with an outstanding principal balance as of the Cut-off date of $41,000,000, is evidenced by the controlling note A-1 of the $82,000,000 One Harbor Point Square Loan Combination. The related companion loan, which is evidenced by the non-controlling A-2, with an outstanding balance as of the Cut-off Date of $41,000,000, was held by German American Capital Corporation and contributed to the JPMDB 2016-C2 securitization transaction. See “— The Mortgage Loan” below.

(4)Upfront other reserves include the following: (i) outstanding tenant improvements ($10,425,850), (ii) free rent ($9,699,890), (iii) a declaration assessment reserve ($24,174) and (iv) a WPCA Assessment Reserve ($15,518). See “— Escrows” below

(5)Based on the aggregate original principal balance of the One Harbor Point Square Loan Combination.

(6)Includes a $3.5 million leasing commission payment related to the Bridgewater Associates lease.

 

nThe Mortgage Loan. The mortgage loan (the “One Harbor Point Square Loan”) is part of a loan combination (the “One Harbor Point Square Loan Combination”) evidenced by two pari passu notes that are together secured by a first mortgage encumbering the borrower’s fee simple interest in a condominium unit (the “Master Unit”) within the Harbor Point planned community development in Stamford, Connecticut. The Master Unit consists of a 251,295 SF office and retail building (the “One Harbor Point Square Property”). The One Harbor Point Square Loan, which is evidenced by note A-1 and represents the controlling interest in the One Harbor Point Square Loan Combination, had an original principal balance of $41,000,000, has an outstanding principal balance as of the Cut-off Date of $41,000,000, and represents approximately 5.4% of the Initial Pool Balance. The related companion loan (the “One Harbor Point Square Companion Loan”), which is evidenced by note A-2 and represents the non-controlling interest in the One Harbor Point Square Combination, was contributed to the JPMDB 2016-C2 securitization transaction. The One Harbor Point Square Loan Combination was co-originated by Citigroup Global Markets Realty Corp. and Deutsche Bank AG, New York Branch on April 11, 2016. The One Harbor Point Square Loan Combination had an original principal balance of $82,000,000 and has an outstanding balance as of the Cut-off Date of $82,000,000. Both the One Harbor Point Square Loan and the One Harbor Point Square Companion Loan accrue interest at an interest rate of 4.69950% per annum. The proceeds of the One Harbor Point Square Loan Combination were primarily used to refinance the debt on the One Harbor Point Square Property, fund reserves, return equity to the borrower sponsor and pay origination costs.

  

23
 

 

ONE HARBOR POINT SQUARE

 

The One Harbor Point Square Loan had an initial term of 120 months and has a remaining term as of the Cut-off Date of 120 months. The One Harbor Point Square Loan requires interest only payments for the first 12 months following origination and, thereafter, requires payments of principal and interest based on a 30-year amortization schedule. The scheduled maturity date of the One Harbor Point Square Loan is May 6, 2026. Voluntary prepayment of the One Harbor Point Square Loan without payment of any prepayment premium is permitted on or after March 6, 2026. Provided no event of default under the One Harbor Point Square Loan Combination documents has occurred and is continuing, at any time after the second anniversary of the Closing Date, the One Harbor Point Square Loan may be defeased with certain direct, non-callable obligations of the United States of America or other obligations which are “government securities” permitted under the One Harbor Point Square Loan Combination documents. The borrower has the right to prepay the One Harbor Point Square Loan in whole, but not in part, on any date before March 6, 2026, provided that the borrower pays a prepayment fee equal to the greater of (i) a yield maintenance premium and (ii) 1% of the principal amount being prepaid. 

 

nThe Mortgaged Property. The One Harbor Point Square Property consists of a 251,295 SF, eight-story Class A, office and retail building located in Stamford, Connecticut and was developed by the borrower sponsor in 2011 as part of the larger Harbor Point planned community development (the “Harbor Point Planned Community”). The One Harbor Point Square Property represents one condominium unit within the Harbor Point Planned Community. Total Occupancy and Owned Occupancy at the One Harbor Point Square Property were both 96.3% as of February 1, 2016. The One Harbor Point Square Property is comprised of 223,718 SF of fully occupied office space, 17,339 SF of first floor retail space and a 10,238 SF on-site fitness space. One Harbor Point Square features column free floor plates ranging from 29,000 to 33,000 SF, high ceilings and panoramic views of Stamford and the Long Island Sound.

  

The office space is 100% leased to four tenants. The largest office tenant is Bridgewater Associates (“Bridgewater”), which leases 137,986 SF, or 54.9% of the net rentable area (the “NRA”) across five floors through June 2032. Bridgewater’s lease commenced in March 2016, and the tenant anticipates taking occupancy of its space in August 2016. Bridgewater is one of the largest hedge funds in the world and manages approximately $150 billion in global investments for a wide array of institutional clients, including foreign governments and central banks, corporate and public pension funds, university endowments and charitable foundations. The second largest tenant, Castleton Commodities Int. (“CCI”), leases 26.3% of the NRA across the top two floors through May 2027. CCI, formerly known as Louis Dreyfus Highbridge Energy, is an energy commodity trading company founded in 1997 that is headquartered at the One Harbor Point Square Property. The third largest tenant, MC Credit Partners (“MCCP”), leases 5.9% of the NRA through May 2028. MCCP is currently in a free rent period and is required to commence paying rent on November 15, 2016 with respect to 11,272 SF of the MCCP leased space and commences paying rent on June 15, 2018 with respect to 3,495 SF of the MCCP leased space. MCCP is a direct lending fund which provides debt capital to middle market companies across industries.

 

The retail space is occupied by Fortina, Pinot’s Palette, BareBurger, Walgreens and William Pitt Sotheby’s International Realty. Walgreens and William Pitt Sotheby’s International Realty are currently occupying their respective spaces; however, they were underwritten as vacant due to near-term lease expirations. The One Harbor Point Square Property also includes a multi-story atrium entrance, central elevator banks and a parking component with 429 covered parking spaces (1.71 spaces per 1,000 SF). 

 

The One Harbor Point Square Property relies on an insured easement to provide the parking required under certain tenant leases. The One Harbor Point Square Loan documents permit the borrower to terminate the easement provided that certain conditions are met, including that the borrower has entered into a replacement parking easement. 

 

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ONE HARBOR POINT SQUARE

 

The following table presents certain information relating to the major tenants at the One Harbor Point Square Property:

 

Largest Tenants Based on Underwritten Base Rent

 

Tenant Name   Credit Rating (Fitch/MIS/S&P)(1)   Tenant
GLA
  % of GLA   UW
Base Rent
  % of
Total UW
Base
Rent
  UW Base
Rent

$ per SF(2)
  Lease Expiration   Renewal / Extension Options
Bridgewater Associates(3)   NR / NR / NR   137,986   54.9 %   $5,795,412       60.1 %   $42.00   6/30/2032   2, 5-year options
Castleton Commodities Int.(4) NR / NR / NR   66,012     26.3     2,696,001   28.0     40.84   5/31/2027  

3, 5-year options 

MC Credit Partners(5)   NR / NR / NR   14,767   5.9     590,680   6.1     40.00   5/31/2028  

2, 5-year options 

HP Fitness/Exhale Spa(6)   NR / NR / NR   10,238   4.1     NAP   NAP     NAP   NAP  

NAP 

Waypoint Residential(7)   NR / NR / NR   4,953   2.0     222,885   2.3     45.00   11/30/2022  

1, 5-year option 

Fortina(8)   NR / NR / NR   3,700   1.5     151,700   1.6     41.00   7/31/2025  

1, 10-year option 

BareBurger(9)   NR / NR / NR   2,756   1.1     118,508   1.2     43.00   12/31/2024  

2, 5-year options 

Pinot’s Palette(10)   NR / NR / NR   1,700   0.7     68,000   0.7     40.00   6/30/2024      1, 5-year option
Largest Tenants       242,112   96.3 %   $9,643,186      100.0 %   $39.83        
Vacant Spaces (Owned Space)       9,183   3.7     0   0.0     0.00        
Total / Wtd. Avg. All Tenants       251,295   100.0 %   $9,643,186   100.0 %   $39.83        

 

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

(2)UW Base Rent per SF for CCI, Waypoint Residential and BareBurger takes into account all applicable rent bumps through January 1, 2017.

(3)Bridgewater has the right to terminate its lease on the seventh, tenth, eleventh, twelfth, thirteenth and fourteenth anniversary dates of its lease commencement of June 13, 2017 with 12 months’ prior notice and payment of a termination fee. Bridgewater has two, five-year renewal options with 12 months’ prior notice for at least two contiguous full floors at 95% of fair market rent, or 90% of fair market rent if 100,000 SF or more is renewed.

(4)CCI has three five-year renewal options with 12 months’ prior notice at 95% of fair market rent.

(5)MCCP has two, five-year renewal options with nine months’ prior notice at 95% of fair market rent.

(6)There is no rent or lease associated with the HP Fitness/Exhale Spa space as the borrower sponsor is obligated to operate this on-site fitness center under the Bridgewater lease.

(7)Waypoint Residential has a termination option effective on the last day of the 60th month following its lease commencement date of August 1, 2015 with 12 months’ prior notice and payment of a termination fee. Waypoint Residential has one five-year renewal option with 12 months’ prior notice at 95% of fair market rent.

(8)If Fortina closes for more than 90 days during any 12-month period, the borrower may terminate the lease and the tenant is obligated to pay the unamortized tenant improvements, leasing commissions and attorney fees.

(9)If BareBurger closes for more than 90 days during any 12-month period, the borrower may terminate the lease and the tenant is obligated to pay the unamortized tenant improvements, leasing commissions and attorney fees.

(10)If Pinot’s Palette closes for more than 90 days during any 12-month period, the borrower may terminate the lease and the tenant is obligated to pay the unamortized tenant improvements, leasing commissions and attorney fees.

 

The following table presents the lease rollover schedule at the One Harbor Point Square Property, based on initial lease expiration dates:

 

Lease Expiration Schedule(1) 

 

Year Ending
December 31,
  Expiring Owned GLA   % of Owned GLA   Cumulative % of Owned GLA   UW
Base Rent
  % of Total UW
Base Rent
  UW Base Rent
$ per SF
  # of Expiring Tenants(2)
MTM     0   0.0 %   0.0%   $0   0.0 %   $0.00   0
2016   0   0.0     0.0%   0   0.0     0.00   0
2017   0   0.0     0.0%   0   0.0     0.00   0
2018   0   0.0     0.0%   0   0.0     0.00   0
2019   0   0.0     0.0%   0   0.0     0.00   0
2020   0   0.0     0.0%   0   0.0     0.00   0
2021   0   0.0     0.0%   0   0.0     0.00   0
2022   4,953   2.0     2.0%   222,885   2.3     45.00   1
2023   0   0.0     2.0%   0   0.0     0.00   0
2024   4,456   1.8     3.7%   186,508   1.9     41.86   2
2025   3,700   1.5     5.2%   151,700   1.6     41.00   1
2026   0   0.0     5.2%   0   0.0     0.00   0
2027 & Thereafter(2)   229,003   91.1     96.3%   9,082,093   94.2     39.66   3
Vacant(3)   9,183   3.7     100.0%   0   0.0     0.00   0
Total / Wtd. Avg.   251,295   100.0 %       $9,643,186   100.0 %   $39.83   7

 

 

(1)Calculated based on approximate square footage occupied by each Owned Tenant.

(2)The # of Expiring Tenants in 2027 & Thereafter includes a 10,238 SF on-site fitness space that is a non-revenue generating amenity.

(3)Vacant Expiring Owned GLA includes Walgreens and William Pitt Sotheby’s International Realty, which are currently in-place tenants but were underwritten as vacant due to near term lease expirations.

  

25
 

 

ONE HARBOR POINT SQUARE

 

The following table presents certain information relating to historical leasing at the One Harbor Point Square Property:

 

Historical Leased %(1) 

 

    2013(2)   2014(2)   2015(2)   As of 2/1/2016
Owned Space   35.0%   39.8%   65.8%   96.3%

  

 

(1)As provided by the borrower and which reflects occupancy as of December 31 for the specified year unless otherwise indicated.

(2)The increases from 2013 occupancy to 2015 occupancy is attributed to the One Harbor Point Square Property being leased up by the borrower sponsor after completing construction of the One Harbor Point Square Property. The increase from 2015 occupancy to occupancy as of February 1, 2016 is attributed to the commencement of the Bridgewater lease.

  

nOperating History and Underwritten Net Cash Flow. The following table presents certain information relating to the historical operating performance and the Underwritten Net Cash Flow at the One Harbor Point Square Property:

 

Cash Flow Analysis(1)

 

   2013(2)  2014(2)  2015(2)(3) 

Underwritten(3) 

 

Underwritten
$ per SF 

Base Rent  $2,495,568   $2,598,231   $3,171,366   $9,564,209   $38.06 
Contractual Rent Steps(4)  0   0   0   78,977   0.31 
Gross Up Vacancy  0   0   0   466,961   1.86 
Total Rent  $2,495,568   $2,598,231   $3,171,366   $10,110,147   $40.23 
Total Reimbursables  1,051,829   954,811   1,240,869   4,018,140   15.99 
Other Income(5)  91,900   103,241   157,693   374,624   1.49 
Vacancy & Credit Loss(6)  0   0   0   (1,275,857)  (5.08)
Effective Gross Income  $3,639,297   $3,656,283   $4,569,928   $13,227,054   $52.64 
                     
Real Estate Taxes  $1,477,479   $1,162,749   $1,368,285   $1,372,922   $5.46 
Insurance  154,925   164,859   75,527   73,830   0.29 
Management Fee  109,179   109,688   142,487   396,812   1.58 
Other Operating Expenses  1,811,008   1,958,151   2,538,724   2,897,961   11.53 
Total Operating Expenses  $3,552,591   $3,395,447   $4,125,023   $4,741,524   $18.87 
                     
Net Operating Income  $86,706   $260,836   $444,905   $8,485,530   $33.77 
TI/LC  0   0   0   542,298   2.16 
Replacement Reserves  0   0   0   50,259   0.20 
Net Cash Flow  $86,706   $260,836   $444,905   $7,892,973   $31.41 

 

 

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

(2)The increase in 2013 NOI to 2015 NOI is a result of the One Harbor Point Square Property being leased up by the borrower sponsor after construction was completed.

(3)The increase from 2015 NOI to the Underwritten NOI is primarily the result of the Bridgewater lease commencement as of March 1, 2016. At origination, the borrower deposited into escrow $9,699,890 for free rent obligations related to two existing tenants, which fully funds all outstanding free rent obligations.

(4)Contractual Rent Steps are underwritten based upon the actual scheduled rent increases occurring through January 1, 2017 for CCI, Waypoint Residential and BareBurger.

(5)Other income includes electricity reimbursements, parking income and income from Fortina’s rooftop seating.

(6)The appraisal concluded a 5.0% vacancy and a 1.0% credit loss. The One Harbor Point Square Loan was underwritten to an 8.9% vacancy and a credit loss based on a 5% factor for Bridgewater and the retail tenants and 15% for the remaining office tenants.

 

nAppraisal. According to the appraisal, the One Harbor Point Square Property had an “as-is” appraised value of $119,200,000 as of February 1, 2016.

 

nEnvironmental Matters. The Harbor Point Planned Community was built on top of a former brownfield site and has undergone remediation. An environmental land use restriction has been recorded against the One Harbor Point Square Property which, among other things, restricts the disturbance of the soil and certain other work without first obtaining a release from the Connecticut Department of Energy & Environmental Protection. Based on the Phase I environmental report dated March 4, 2016, there were no recommendations for further action regarding the One Harbor Point Square Property other than periodic review of monitoring data for the impacted area.

 

26
 

  

ONE HARBOR POINT SQUARE

 

nMarket Overview and Competition. The One Harbor Point Square Property is located in the Harbor Point Planned Community waterfront district in Stamford, Connecticut. BLT HP Holding, LLC (“BLT”) is the developer of the Harbor Point Planned Community, a $3.5 billion 100-acre planned community with a mile of waterfront, more than 2,300 residential units and several million SF of commercial development. The residential buildings have an average occupancy of 93.8% and the office buildings within Harbor Point have an average occupancy of 92.8%. The One Harbor Point Square Property is home to retailers, restaurants, public transportation, more than 20 acres of green space and four public marinas. The One Harbor Point Square Property shares the same driveway and roundabout as restaurants such as World of Beer, Boothbay Lobster Company, Paloma and Sign of the Whale. The One Harbor Point Square Property is a six minute walk from the Stamford Transportation Center and a 45 minute train ride to New York City. In addition, the Harbor Point trolley stops directly in front of the One Harbor Point Square Property, providing free trolley service throughout Harbor Point and downtown Stamford. The 2014 population of 126,962 is predicted to increase 3.4% from 2014 to 2019 after already expanding by 3.5% from 2010 to 2014. The 2014 median annual household income was $75,103, with over 37.0% of the population having an annual household income of over $100,000. In addition to finance, Stamford also has other industries in the area with Starwood Hotels & Resorts, NBC and Nestle representing some of the larger non-finance tenants. Stamford has captured thirteen corporate headquarters relocations since 2009, including Deloitte, Charter, Tronox, Kayak, and Design Within Reach, among others.

 

The One Harbor Point Square Property is located within the Bridgeport-Stamford-Norwalk metropolitan statistical area and the Stamford non-central business district submarket of Fairfield Country, which competes directly with the Stamford central business district submarket. According to a market research report, as of the fourth quarter of 2015, the Stamford Class A office market has a vacancy rate of 21.3% and an asking rent of $40.78 per SF. Within Stamford, Class A office properties near the train station similar to the One Harbor Point Square Property had a lower vacancy rate than the overall Stamford submarket. A sample of competitive transit oriented properties in Stamford had a 7.0% vacancy rate and an average rent of $50.81 per SF, with the lack of new supply further driving the low vacancy. Approximately 4.9% of the underwritten gross potential income at the One Harbor Point Square Property is derived from retail tenants. According to a market research report, the Stamford retail market is comprised of nearly 4.7 million SF with a vacancy rate of 2.8%.

 

nThe Borrower. The borrower is One Harbor Point Square LLC, a single-purpose, single-asset Delaware limited liability company. Legal counsel to the borrower delivered a non-consolidation opinion in connection with the origination of the One Harbor Point Square Loan Combination. The guarantor of the non-recourse carveout under the One Harbor Point Square Loan Combination is Harbor Point Holding Company LLC. The remaining approximately 12% ownership interest in the borrower is owned by passive limited investors. BLT is a privately held real estate private equity, development and property management firm founded in 1982. Lubert-Adler LP is a real estate investment company with a focus on value-add real estate.

  

nEscrows. On the origination date of the One Harbor Point Square Loan Combination, the borrower funded the following reserves: (i) $718,539 for real estate taxes; (ii) $30,763 for insurance premiums; (iii) $20,125,740 for unfunded obligations, $10,425,850 of which is allocable to outstanding tenant improvements and $9,699,890 of which is allocable to free rent related to two existing tenants; (iv) $24,174 into a declaration assessments reserve; and (v) $15,518 for a WPCA Assessment Reserve (defined below).

 

On each due date, the borrower is required to fund reserves for: (i) one-twelfth of the taxes (including amounts due under special revenue bonds) that the lender estimates will be payable over the then-succeeding 12-month period, initially $119,757; (ii) a TI/LC reserve in the amount of $26,177 per month; (iii) a replacement reserve in the amount of $4,188 per month; (iv) (a) to the extent that all of the insurance required under the One Harbor Point Square Loan documents is provided through a blanket insurance policy (the “Blanket Condition”), one-twelfth of an amount sufficient to pay the annual insurance premiums necessary to maintain a stand-alone policy which complies with the insurance requirements set forth in the One Harbor Point Square Loan documents, which amount the borrower is required to escrow and (b) to the extent that the Blanket Condition does not exist, an amount equal to one-twelfth of an amount which would be sufficient to pay the annual insurance premiums due for the renewal of the coverage afforded by the existing policies upon the expiration thereof, which amount the borrower is required to deposit (as of origination of the One Harbor Point Square Loan, a Blanket Condition exists and the lender anticipates a monthly escrow in the amount of $7,691); (v) an operating expense reserve; and (vi) during the occurrence of a One Harbor Point Square Trigger Period (defined below), a reserve of all excess cash flow generated by the One Harbor Point Square Property.

 

27
 

 

ONE HARBOR POINT SQUARE

 

“WPCA Assessment Reserve”: On a monthly basis, the borrower is required to escrow $2,219 for annual sewer assessments by the Water Pollution Control Authority of the City of Stamford for connecting the One Harbor Point Square Property to the Stamford sewer system. The borrower filed an appeal, dated October 10, 2012, challenging the amount of the assessments. The appeal is pending in Connecticut Superior Court and the borrower has made and has agreed under the One Harbor Point Square Loan documents to continue to make full annual assessment payments “under protest” until the matter is fully resolved.

 

Declaration Assessment Reserve”: On a monthly basis, during the continuance of a One Harbor Point Square Trigger Period and/or a One Harbor Point Square Mezzanine Trigger Period, the borrower is required to escrow the sum of one-twelfth of an amount which would be sufficient to pay any assessments incurred under the Declaration of Harbor Point Planned Community, dated August 13, 2008, that are anticipated to accrue during the next twelve-month period (provided, however, to the extent any anticipated declaration assessment will be of a non-recurring nature, the borrower is required to deposit the full amount of the anticipated assessment.

 

nLockbox and Cash Management. The One Harbor Point Square Loan documents require a hard lockbox with in-place cash management. The One Harbor Point Square Loan documents require the borrower to direct all tenants to pay rent directly to a lender-controlled lockbox account and require that all other money received by the borrower with respect to the One Harbor Point Square Property be promptly deposited into such lockbox account following receipt. All funds in the lockbox account are swept daily into a cash management account under the control of the lender and disbursed during each interest period of the term of the One Harbor Point Square Loan in accordance with the One Harbor Point Square Loan documents. To the extent that a One Harbor Point Square Trigger Period has occurred and is ongoing, after payment of: (a) debt service; (b) required reserves; (c) operating expenses; and (d) provided no event of default is ongoing under the One Harbor Point Square Loan documents, monthly debt service on the mezzanine loan, all excess cash flow will be held as additional collateral for the One Harbor Point Square Loan.

 

A “One Harbor Point Square Trigger Period” means the period commencing on the earliest of (i) the debt service coverage ratio being below 1.20x and continuing until the debt service coverage ratio is 1.20x or greater for one calendar quarter, (ii) an event of default under the One Harbor Point Square Loan documents and continuing until the applicable event of default is cured and/or (iii) the occurrence of a Specified Tenant Trigger Period (as defined below) and continuing until the applicable Specified Tenant Trigger Period is cured.

 

A “One Harbor Point Square Mezzanine Trigger Period” means a period (A) commencing on the earlier to occur of (i) the mezzanine lender delivering a written notice to the senior lender stating that an event of default has occurred and is continuing pursuant to the terms of the mezzanine loan documents and (ii) the mezzanine lender delivering a written notice to the senior lender that it is entitled to sums pursuant to the mezzanine loan documents in excess and/or addition to regular mezzanine loan monthly debt service and (B) expiring upon (x) with regard to any One Harbor Point Square Mezzanine Trigger Period commenced in connection with clause (i) above, the mezzanine lender delivering a written notice to the senior lender that the applicable mezzanine loan event of default has been cured and no mezzanine loan event of default is ongoing and (y) with regard to any One Harbor Point Square Mezzanine Trigger Period commenced in connection with clause (ii) above, the mezzanine lender delivering a written notice to the senior lender stating that it is no longer entitled to such sums and the only amounts then due and payable pursuant to the terms of the mezzanine loan documents are the regular mezzanine loan monthly debt service payments. 

 

28
 

 

ONE HARBOR POINT SQUARE

 

A “Specified Tenant Trigger Period” means a period: (A) commencing upon the first to occur of (i) a Specified Tenant (as defined below) being in default under its lease beyond applicable notice and cure periods, (ii) a Specified Tenant failing to be in actual, physical possession of its space, failing to occupy and/or be open in its premises for the conduct of its business during customary hours and/or “going dark” (other than during the initial build out of its premises (which is required not to exceed twelve months), (iii) except in connection with a minor partial termination permitted under the One Harbor Point Square Loan documents, any Specified Tenant giving written notice that it is terminating its lease for all or any portion of its premises, (iv) any termination or cancellation of any lease with a Specified Tenant (including, without limitation, rejection in any bankruptcy or similar insolvency proceeding) and/or any Specified Tenant lease failing to otherwise be in full force and effect, (v) any bankruptcy or similar insolvency of a Specified Tenant and (vi) any Specified Tenant failing to extend or renew its lease on or prior to the earlier of (a) twelve months before expiration and (b) the date on which notice must be given to the borrower to exercise the applicable extension option (unless the borrower has entered into a replacement lease which satisfies certain conditions set forth in the One Harbor Point Square Loan documents); and (B) expiring upon the first to occur of the lender’s receipt of reasonably acceptable evidence (including an estoppel certificate) of (1) the satisfaction of all applicable cure conditions under the One Harbor Point Square Loan documents or (2) the borrower re-leasing the entire space that was demised pursuant to the Specified Tenant’s lease to a new tenant (or series of new tenants) in accordance with the applicable terms and conditions of the One Harbor Point Square Loan documents.

 

A “Specified Tenant” means (i) Bridgewater, (ii) CCI and (iii) any other lessee(s) of the space demised to the Specified Tenants on the origination date (or any portion thereof) and any guarantor(s) of the applicable related leases. 

 

nProperty Management. The One Harbor Point Square Property is currently managed by Harbor Point Development, LLC. Prime Real Estate LLC is the leasing manager of the One Harbor Point Square Property. Both entities are affiliated with the borrower. Under the One Harbor Point Square Loan documents, Harbor Point Development, LLC may not be replaced as the property manager of the One Harbor Point Square Property by the borrower, except with a management company which is approved by the lender in writing (which approval may be conditioned upon delivery to the lender of a rating agency confirmation), and provided the replacement is permitted under the mezzanine loan documents, that no event of default is continuing under the One Harbor Point Square Loan documents and the borrower provides notice to the lender. The lender may require the borrower to replace the manager if (i) the manager is insolvent or a debtor in a voluntary bankruptcy or insolvency proceeding or involuntary proceeding not dismissed within 90 days, (ii) an event of default is continuing under the One Harbor Point Square Loan, (iii) the debt service coverage ratio falls below 1.20x, (iv) the manager has engaged in gross negligence, fraud, willful misconduct or misappropriation of funds, or (v) there exists a default by the manager under the management agreement beyond all applicable notice and cure periods.

 

nMezzanine or Secured Subordinate Indebtedness. A $16.9 million mezzanine loan was funded concurrently with the One Harbor Point Square Loan Combination. The mezzanine loan is coterminous with the One Harbor Point Square Loan Combination, accrues interest at a rate of 10.80000% per annum and amortizes on a 30-year schedule after an initial 12-month interest-only period. The mezzanine borrower under the mezzanine loan is One Harbor Point Square Mezz LLC. The current holder of the mezzanine loan is SMHF Cayman Hotel, LLC.

 

nTerrorism Insurance. The borrower is required to maintain an “all-risk” insurance policy that provides coverage for terrorism in an amount equal to the full replacement cost of the One Harbor Point Square Property (plus 18 months of rental loss and/or business interruption coverage plus an additional period of indemnity covering the 12 months following restoration) with a deductible no greater than $50,000 except as specifically permitted by the One Harbor Point Square Loan documents. See “Risk Factors—Terrorism Insurance May Not Be Available for All Mortgage Properties” in the Preliminary Prospectus.

 

29
 

 

MARRIOTT SAVANNAH RIVERFRONT

 

Mortgaged Property Information   Mortgage Loan Information
Number of Mortgaged Properties 1   Loan Seller   CCRE / CGMRC
Location (City/State) Savannah, Georgia   Cut-off Date Principal Balance(3)   $40,000,000
Property Type Hospitality   Cut-off Date Principal Balance per Room(3) $189,922
Size (Rooms) 387   Percentage of Initial Pool Balance   5.3%
Total TTM Occupancy as of 2/29/2016 71.8%   Number of Related Mortgage Loans   None
Owned TTM Occupancy as of 2/29/2016 71.8%   Type of Security   Fee Simple
Year Built / Latest Renovation 1992 / 2006   Mortgage Rate   5.58400%
Appraised Value $110,600,000   Original Term to Maturity (Months)   120
      Original Amortization Term (Months)   300
      Original Interest Only Period (Months) NAP
         
Underwritten Revenues $23,616,568        
Underwritten Expenses $14,799,845    
Underwritten Net Operating Income (NOI) $8,816,723   Escrows
Underwritten Net Cash Flow (NCF) $7,635,895     Upfront Monthly
Cut-off Date LTV Ratio(1)(2) 66.5%   Taxes $105,000 $105,000
Maturity Date LTV Ratio(1)(2) 50.7%   Insurance $69,302 $33,923
DSCR Based on Underwritten NOI / NCF(1) 1.61x / 1.40x   FF&E(4) $0 $98,402
Debt Yield Based on Underwritten NOI / NCF(1) 12.0% / 10.4%   Other(5) $9,807,740 $0

 

Sources and Uses
Sources $         %         Uses $          %     
Loan Combination Amount $73,500,000 88.6% Loan Payoff $71,391,766 86.1%
Principal’s New Cash Contribution 9,372,604 11.4    Reserves 9,982,042 12.0   
      Closing Costs 1,538,601 1.9   
Total Sources $82,912,409 100.0% Total Uses $82,912,409 100.0%

 

 

(1)Calculated based on the aggregate outstanding principal balance of the Marriott Savannah Riverfront Loan Combination.

(2)The Cut-off Date LTV and Maturity Date LTV are calculated utilizing the “as complete” appraised value of $110,600,000 after the completion of the PIP.

(3)The Marriott Savannah Riverfront Loan has an outstanding principal balance as of the Cut-off Date of $40,000,000 and is evidenced by the controlling note A-1-1 and the non-controlling note A-2-1 of the $73,500,000 Marriott Savannah Riverfront Loan Combination, which is evidenced by six pari passu notes. The related companion loans, which are evidenced by the non-controlling note A-1-2 (currently held by Cantor Commercial Real Estate Lending, L.P.), the non-controlling note A-2-2 (currently held by Citigroup Global Markets Realty Corp.), the non-controlling note A-3 (currently held by Cantor Commercial Real Estate Lending, L.P.) and the non-controlling note A-4 (currently held by Citigroup Global Markets Realty Corp.), have an aggregate outstanding principal balance as of the Cut-off Date of $33,500,000 and are expected to be contributed to one or more future commercial mortgage securitization transactions. See “—The Mortgage Loan” below.

(4)The Marriott Savannah Riverfront Loan documents require a monthly reserve for FF&E, in an amount equal to one-twelfth of 5% of the annual gross income for the Marriott Savannah Riverfront Property. See “—Escrows” below.

(5)Other upfront reserves include a PIP reserve of $9,148,700, a seasonality reserve $500,000 and an immediate repair reserve of $159,040. See “—Escrows” below.

 

nThe Mortgage Loan. The mortgage loan (the “Marriott Savannah Riverfront Loan”) is part of a loan combination structure (the “Marriott Savannah Riverfront Loan Combination”) comprised of six pari passu notes that are secured by a first mortgage encumbering the borrower’s fee simple interest in a 387-room Marriott located in Savannah, Georgia (the “Marriott Savannah Riverfront Property”). The Marriott Savannah Riverfront Loan is evidenced by the controlling note A-1-1 and the non-controlling note A-2-1, with an aggregate outstanding principal balance as of the Cut-off Date of $40,000,000 and represents approximately 5.3% of the Initial Pool Balance. The related companion loans (the “Marriott Savannah Riverfront Companion Loans”), which are evidenced by the non-controlling note A-1-2 (currently held by Cantor Commercial Real Estate Lending, L.P.), the non-controlling note A-2-2 (currently held by Citigroup Global Markets Realty Corp.), the non-controlling note A-3 (currently held by Cantor Commercial Real Estate Lending, L.P.) and the non-controlling note A-4 (currently held by Citigroup Global Markets Realty Corp.), have an aggregate outstanding principal balance as of the Cut-off Date of $33,500,000 and are expected to be contributed to one or more future commercial mortgage securitization transactions. The Marriott Savannah Riverfront Loan Combination was co-originated by Cantor Commercial Real Estate Lending, L.P. and Citigroup Global Markets Realty Corp. on April 22, 2016, had an original principal balance of $73,500,000, has an outstanding principal balance as of the Cut-off Date of $73,500,000 and accrues interest at an interest rate of 5.58400% per annum. The proceeds of the Marriott Savannah Riverfront Loan Combination were primarily used to refinance the debt on the Marriott Savannah Riverfront Property, fund reserves and pay closing costs.

 

The Marriott Savannah Riverfront Loan Combination had an initial term of 120 months and has a remaining term as of the Cut-off Date of 120 months, with a 25-year amortization schedule and a scheduled maturity due date in May 2026. Voluntary prepayment of the Marriott Savannah Riverfront Loan is prohibited prior to the due date in February 2026. Provided that no event of default under the Marriott Savannah Riverfront Loan is continuing, defeasance with direct, non-callable obligations of the United States of America is permitted at any time on or after the first due date following the later of (a) the fourth anniversary of the first due date, or (b) the second anniversary of the closing date of the securitization into which the last piece of the Marriott Savannah Riverfront Loan Combination is deposited.

 

30
 

 

MARRIOTT SAVANNAH RIVERFRONT

 

n The Mortgaged Property. The Marriott Savannah Riverfront Property is an eight-story, 387-room full-service hotel located in the Savannah Historic District of Savannah, Georgia. The Marriott Savannah Riverfront Property was constructed by the borrower sponsor in 1992 and originally operated as a Radisson before being re-flagged as a Marriott in 1994. The Marriott Savannah Riverfront Property features two food and beverage outlets, two swimming pools (one year-round indoor pool and one seasonal outdoor pool), a full-service spa, business center, fitness center, and below and above-ground parking totaling 489 spaces. Additionally, the Marriott Savannah Riverfront Property features 36,000 SF of meeting and event space, which is the largest total meeting space in the competitive set. The Marriott Savannah Riverfront Property features 222 king guestrooms, 123 double/double guestrooms and 42 suites in three separate configurations. Additionally, a total of 60 guestrooms feature river views from private balconies. As of January 21, 2015 the Marriott Savannah Riverfront Property renewed its franchise agreement with Marriott International, Inc. for a 20-year term, with an expiration date of July 22, 2034.

 

The borrower is currently engaged in a property improvement plan (“PIP”) renovation in conjunction with the January 2015 extension of the Marriott franchise agreement. According to the borrower, there are approximately $8.3 million ($21,491 per key) in remaining costs related to the PIP, which include approximately $1.6 million ($4,227 per key) in public space and amenity renovations, $1.3 million ($3,359 per key) in renovations to meeting spaces and the concierge lounge, and $5.1 million ($13,258 per key) in guestroom and corridor renovations. At origination, approximately $9.1 million ($23,640 per key), approximately 110% of the borrower’s total estimated PIP costs, was funded into a PIP Reserve to fund the outstanding PIP renovations. In addition, the Marriott Savannah Riverfront Loan Combination is structured with a completion guarantee for the initial PIP. Following the completion of the PIP, the borrower sponsor will have invested approximately $19.8 million in capital expenditures at the Marriott Savannah Riverfront Property since 2005.

 

The following table presents certain information relating to the 2016 demand analysis with respect to the Marriott Savannah Riverfront Property based on market segmentation, as provided in the appraisal for the Marriott Savannah Riverfront Property:

 

Estimated 2016 Accommodated Room Night Demand(1)

 

Property   Commercial   Meeting and Group   Leisure
Marriott Savannah Riverfront   20.0%   45.0%   35.0%

 

(1)Source: Appraisal.

 

The following table presents certain information relating to the trailing twelve-month period through February 2016 penetration rates relating to the Marriott Savannah Riverfront Property, as provided in the February 2016 travel research report:

 

Penetration Rates(1)

 

Year   Occupancy   ADR   RevPAR
TTM 2/29/2016   90.2%   97.6%   88.0%
TTM 2/28/2015   95.4%   97.3%   92.9%
TTM 2/28/2014   93.9%   99.4%   93.3%

 

 

(1)Source: February 2016 travel research report.

 

The following table presents certain information relating to historical occupancy, ADR and RevPAR at the Marriott Savannah Riverfront Property:

 

Marriott Savannah Riverfront(1)

 

    2013   2014   2015   TTM 2/29/2016
Occupancy   70.8%   72.8%   73.4%   71.8%
ADR   $146.82   $152.63   $160.69   $161.96
RevPAR   $103.99   $111.07   $117.88   $116.35

 

 

(1)As provided by the borrower.

 

31
 

 

MARRIOTT SAVANNAH RIVERFRONT

 

nOperating History and Underwritten Net Cash Flow. The following table presents certain information relating to the historical operating performance and the Underwritten Net Cash Flow, on an aggregate basis and per room, at the Marriott Savannah Riverfront Property:

 

Cash Flow Analysis(1)

    2013   2014   2015   TTM 2/29/2016   Underwritten   Underwritten
$ per Room
Rooms Revenue   $14,689,501     $15,689,307     $16,651,617     $16,480,400     $16,435,372     $42,469  
Food & Beverage Revenue   4,952,748     5,947,690     6,203,866     6,056,180     6,039,633     15,606  
Other Operating Revenue(2)   1,142,337     1,111,373     1,049,646     1,054,076     1,051,196     2,716  
Other Revenue   112,783     157,072     100,432     90,615     90,367     234  
Total Revenue   $20,897,369     $22,905,442     $24,005,561     $23,681,271     $23,616,568     $61,025  
                                     
Room Expense   $2,870,849     $3,102,846     $3,577,963     $3,608,799     $3,598,939     $9,300  
Food & Beverage Expense   2,608,897     3,006,924     3,031,265     3,006,395     2,998,181     7,747  
Other Operating Expense   319,915     296,064     318,140     313,974     313,116     809  
Total Departmental Expense   $5,799,661     $6,405,834     $6,927,368     $6,929,168     $6,910,236     $17,856  
Total Undistributed Expense   5,469,716     5,809,383     6,177,781     6,111,777     6,121,093     15,817  
Total Fixed Expense   1,451,256     1,764,883     1,780,226     1,770,925     1,768,516     4,570  
Total Operating Expenses   $12,720,633     $13,980,100     $14,885,375     $14,811,870     $14,799,845     $38,242  
                                     
Net Operating Income   $8,176,736     $8,925,342     $9,120,186     $8,869,401     $8,816,723     $22,782  
FF&E Reserve   1,044,868     1,145,272     1,200,278     1,184,064     1,180,828     3,051  
Net Cash Flow   $7,131,868     $7,780,070     $7,919,908     $7,685,337     $7,635,895     $19,731  

 

 

(1)Certain items such as straight line rent, interest expense, interest income, depreciation, amortization, debt service payments and any other non-recurring or non-operating items were excluded from the historical presentation and are not considered for the underwritten cash flow.

(2)Other Operating Revenue includes all parking, gift shop and spa revenues.

 

nAppraisal. According to the appraisal, the Marriott Savannah Riverfront Property has an “as-is” appraised value of $102,300,000 as of March 28, 2016 and an “as complete” appraised value of $110,600,000 (which assumes the completion of the work required under the PIP). The Marriott Savannah Riverfront Loan Combination is structured with an upfront reserve for the remaining costs and a completion guarantee for the PIP.

 

nEnvironmental Matters. The Phase I environmental report dated April 19, 2016 recommended no further action at the Marriott Savannah Riverside Property other than (i) the assignment to the borrower of an existing indemnification agreement whereby the owner of a nearby property has assumed responsibility for the presence of impacted soil and groundwater on the subject property and the recordation of a deed restriction (relating to the use of ground water) related thereto, and (ii) the movement of certain 55-gallon drums containing diesel fuel to a secondary containment tray, to prevent potential spills (which the borrower covenants to do in the loan documents).

 

nMarket Overview and Competition. The Marriott Savannah Riverfront Property is located in the Savannah Historic District of Savannah, Georgia alongside the Savannah River. The Savannah Historic District is a two-square mile area featuring numerous museums, churches and monuments of the Revolutionary & Civil War eras and is the largest National Historic Landmark District in the United States. Savannah’s waterfront location and historic sites are a major tourist attraction, drawing 13.4 million visitors in 2014, a 4.1% increase over 2013. Tourism is one of Savannah’s main economic drivers, responsible for providing nearly 25,000 jobs and approximately $2.5 billion in revenue in 2014.

 

Additional attractions in the area include the Savannah International Trade and Convention Center, a 330,000 SF complex featuring 100,000 SF of exhibition space, 50,000 SF of meeting space, and a state-of-the-art 367-seat auditorium. The Savannah International Trade and Convention Center is located on nearby Hutchinson Island, across the Savannah River from downtown Savannah. Hutchinson Island is accessed via the Savannah Belles Ferry, which connects the island with the mainland, and makes regular stops at the Marriott Savannah Riverfront Property, one of only two departure locations on the mainland.

 

32
 

 

MARRIOTT SAVANNAH RIVERFRONT

 

The following table presents certain information relating to the primary competition for the Marriott Savannah Riverfront Property:

 

Marriott Savannah Riverfront Competitive Set (1)

 

Property   Number of Rooms   Year Built   TTM February 2016 Occupancy   TTM February 2016 ADR  

TTM February

2016 RevPAR

Marriott Savannah Riverfront(2)   387   1992   72%   $161.96   $116.35
Hilton DeSoto   246   1890   82%   $165.00   $135.30
Hyatt Regency   351   1981   80%   $170.00   $136.00
Westin Savannah Harbor   403   1999   77%   $185.00   $142.45
Marriott Courtyard   156   2001   82%   $145.00   $118.90
Holiday Inn   127   2007   81%   $130.00   $105.30

 

 

(1)Source: Appraisal.
(2)As provided by the borrower.

 

nThe Borrower. The borrower, Columbia Properties Savannah, LLC, a Delaware limited liability company, is a recycled single purpose, single asset entity. Legal counsel to the borrower delivered a non-consolidation opinion in connection with the origination of the Marriott Savannah Riverfront Loan. The non-recourse carveout guarantors under the Marriott Savannah Riverfront Loan are CSC Holdings, LLC and Columbia Sussex Corporation, on a joint and several basis.

 

Founded in 1972, Columbia Sussex is a privately-owned company specializing in owning and operating hospitality properties. Currently, the sponsor owns and manages a $2.6 billion portfolio of 39 hotels with the majority having Marriott flags.

 

nEscrows. At origination, the borrower deposited (i) $105,000 into a tax reserve account, (ii) $69,302 into an insurance reserve account, (iii) $9,148,700 into a PIP reserve, (iv) $500,000 into a seasonality reserve, and (v) $159,040 into an immediate repair reserve.

 

On each due date, the borrower is required to make deposits of (i) one-twelfth of the required annual taxes, which currently equates to $105,000, into a tax reserve account, (ii) one-twelfth of the required insurance premiums, which currently equates to $33,923, into an insurance reserve account and (iii) a monthly FF&E reserve of 5% of one-twelfth of the projected annual gross revenues of the Marriott Savannah Riverfront Property, which currently equates to $98,402. Additionally, the borrower is required to make deposits into the seasonality reserve as follows: (a) on each of the due dates occurring in June 2016, October 2016, and November 2016, $250,000, and thereafter (b) on each due date occurring in April, May, June, October and November of each year during the term of the Marriott Savannah Riverfront Loan Combination, $250,000 to the extent the balance of the seasonality reserve is less than $1,250,000.

 

nLockbox and Cash Management. The Marriott Savannah Riverfront Loan Combination is structured with a hard lockbox and springing cash management. In place cash management is required upon (i) an event of default, (ii) any bankruptcy action of borrower, guarantor or manager has occurred, or (iii) the failure of the borrower after the end of two consecutive calendar quarters to maintain a debt service coverage ratio of at least 1.20x until the debt service coverage ratio after the end of two consecutive calendar quarters is at least equal to 1.25x.

 

nProperty Management. The Marriott Savannah Riverfront Property is managed by Columbia Sussex Management, LLC which is an affiliate of the borrower, pursuant to a management agreement.

 

nMezzanine or Secured Subordinate Indebtedness. None.

 

nTerrorism Insurance. The borrower is required to maintain an “all-risk” insurance policy that provides coverage for terrorism, so long as the lender determines that either (i) prudent owners of real estate comparable to the Marriott Savannah Riverfront Property are maintaining such insurance, or (ii) prudent institutional lenders to such owners are requiring that such owners maintain such insurance, in an amount equal to the full replacement cost of the Marriott Savannah Riverfront Property. See “Risk Factors—Terrorism Insurance May Be Unavailable or Insufficient” in the Preliminary Prospectus.

 

33
 

 

4455 LBJ FREEWAY

 

Mortgaged Property Information   Mortgage Loan Information
Number of Mortgaged Properties 1   Loan Seller   CGMRC
Location (City/State) Farmers Branch, Texas   Cut-off Date Principal Balance   $29,000,000
Property Type Office   Cut-off Date Principal Balance per SF   $98.36
Size (SF) 294,850   Percentage of Initial Pool Balance   3.8%
Total Occupancy as of 4/1/2016 93.5%   Number of Related Mortgage Loans   None
Owned Occupancy as of 4/1/2016 93.5%   Type of Security   Fee Simple
Year Built / Latest Renovation 1980 / NAP   Mortgage Rate   4.96000%
Appraised Value $46,100,000   Original Term to Maturity (Months)   120
      Original Amortization Term (Months)   300
      Original Interest Only Term (Months) 12
Underwritten Revenues $5,409,291    
Underwritten Expenses $1,699,421     Escrows  
Underwritten Net Operating Income (NOI) $3,709,870     Upfront Monthly
Underwritten Net Cash Flow (NCF) $3,188,467   Taxes $120,888 $24,178
Cut-off Date LTV Ratio 62.9%   Insurance $65,965 $6,597
Maturity Date LTV Ratio 48.9%   Replacement Reserve $0 $4,914
DSCR Based on Underwritten NOI / NCF 1.83x / 1.57x   TI/LC(1) $0 $25,000
Debt Yield Based on Underwritten NOI / NCF 12.8% / 11.0%   Other(2) $8,165,330 $0
   
Sources and Uses
Sources $           %     Uses $ %     
Loan Amount $29,000,000 98.7% Principal Equity Distribution(3) $20,316,119 69.2%
Other Sources 370,000 1.3     Reserves 8,352,184 28.4   
      Closing Costs 701,697 2.4   
           
           
Total Sources $29,370,000 100.0% Total Uses $29,370,000 100.0%
                                       

 
(1)The tenant improvements and leasing commissions (“TI/LC”) reserve is capped at $1,200,000, at which point no further monthly deposits will be required unless the remaining balance of the TI/LC reserve falls below $1,000,000. See “—Escrows” below.

(2)Other reserves are comprised of $7,987,080 for an unfunded obligations reserve for tenant improvements and $178,250 for a deferred maintenance reserve.

(3)The borrower sponsor purchased the 4455 LBJ Freeway Property for $21.5 million in an all-cash transaction in August 2015 when the 4455 LBJ Freeway Property was approximately 30% occupied. The 4455 LBJ Freeway Loan was used to recapitalize the 4455 LBJ Freeway Property.

 

nThe Mortgage Loan. The mortgage loan (the “4455 LBJ Freeway Loan”) is evidenced by a note in the original principal amount of $29,000,000 and is secured by a first mortgage encumbering the borrower’s fee simple interest in an office building located in Farmers Branch, Texas (the “4455 LBJ Freeway Property”). The 4455 LBJ Freeway Loan was originated by Citigroup Global Markets Realty Corp. on April 7, 2016 and represents approximately 3.8% of the Initial Pool Balance. The note evidencing the 4455 LBJ Freeway Loan has an outstanding principal balance as of the Cut-off Date of $29,000,000 and an interest rate of 4.96000% per annum. The proceeds of the 4455 LBJ Freeway Loan were used to recapitalize the 4455 LBJ Freeway Property, fund reserves and pay loan origination costs.

 

The 4455 LBJ Freeway Loan has an initial term of 120 months and has a remaining term as of the Cut-off Date of 120 months. The 4455 LBJ Freeway Loan requires interest only payments on each due date through and including the due date occurring in May 2017 and thereafter requires payments of principal and interest based on a 25-year amortization schedule. The scheduled maturity date of the 4455 LBJ Freeway Loan is May 6, 2026. Voluntary prepayment of the 4455 LBJ Freeway Loan in whole without payment of any prepayment premium is permitted on or after February 6, 2026. Provided no event of default under the 4455 LBJ Freeway Loan documents has occurred and is continuing, at any time after the second anniversary of the securitization Closing Date, the 4455 LBJ Freeway Loan may be defeased with certain direct, non-callable obligations of the United States of America or other obligations which are “government securities” permitted under the 4455 LBJ Freeway Loan documents.

 

nThe Mortgaged Property. The 4455 LBJ Freeway Property consists of a 12-story, 294,850 SF multi-tenant office building located in Farmers Branch, Texas, approximately 11 miles north of Dallas. The 4455 LBJ Freeway Property was built in 1980. Total Occupancy and Owned Occupancy at the 4455 LBJ Freeway Property were both 93.5% as of April 1, 2016. The 4455 LBJ Freeway property has 943 parking spaces, which equates to a parking ratio of 3.20 spaces per 1,000 SF of the net rentable area (the “NRA”). The borrower sponsor acquired the 4455 LBJ Freeway Property in August 2015 when it was approximately 30% occupied and has since executed two leases totaling 189,171 SF and is contributing base rent of $3,687,713 in aggregate. The 4455 LBJ Freeway Property is leased to 10 tenants. The largest tenant is AmTrust (as defined below), which leases 107,349 SF on floors 6th through 10th, representing 36.4% of the NRA. The second largest tenant is National General (as defined below), which leases 81,882 SF on floors 2nd through 5th, representing 27.8% of the NRA.

 

34
 

 

4455 LBJ FREEWAY

 

AmTrust Financial Services, Inc. (NASDAQ: AFSI) (“AmTrust”) is an insurance holding company. Through its wholly owned subsidiaries, AmTrust provides specialty property and casualty insurance focusing on workers’ compensation and commercial package coverage for small business, specialty risk and extended warranty coverage, and property and casualty coverage for middle market business. AmTrust is affiliated with the borrower sponsor of the 4455 LBJ Freeway Loan and is consolidating its Dallas-Fort Worth operations into the 4455 LBJ Freeway Property. AmTrust is a publicly traded company and had a market capitalization of $4.4 billion as of April 19, 2016.

 

National General Holdings Corp. (NASDAQ: NGHC) (“National General”) is a specialty personal lines insurance holding company. Through its subsidiaries, National General provides a variety of insurance products, including personal and commercial automobile, supplemental health, homeowners and umbrella and other niche products. National General is affiliated with the borrower sponsor of the 4455 LBJ Freeway Loan and is relocating to the 4455 LBJ Freeway Property. National General is a publicly traded company and had a market capitalization of $2.4 billion as of April 19, 2016.

 

The following table presents certain information relating to the major tenants at the 4455 LBJ Freeway Property:

 

Ten Largest Tenants Based on Underwritten Base Rent

 

Tenant Name   Credit Rating
(Fitch/MIS/S&P)(1)
Tenant
GLA
  % of GLA   UW Base Rent   % of
Total UW
Base
Rent
  UW Base Rent
$ per SF
  Lease Expiration   Renewal / Extension Options  
AmTrust(2)   NR / NR / NR   107,349   36.4%   $2,093,306   41.9%   $19.50   2/29/2028   1, 3-year option  
National General(2)   NR / NR / NR   81,822   27.8      1,594,408   31.9     $19.49   2/29/2028   1, 3-year option  
Credit Union Resource   NR / NR / NR   31,159   10.6      529,703   10.6     $17.00   10/31/2016   1, 5-year option  
Musa Financial   NR / NR / NR   21,153   7.2     349,025   7.0   $16.50   8/31/2018   NA  
Lone Star Investment   NR / NR / NR   12,021   4.1     204,357   4.1   $17.00   4/30/2025   NA  
Highpoint Administrative SVCS   NR / NR / NR   8,042   2.7     132,693   2.7   $16.50   3/31/2019   1, 5-year option  
William Chu   NR / NR / NR   3,387   1.1     44,678   0.9   $13.19   3/31/2017   1, 3-year option  
US Merchant Systems   NR / NR / NR   2,644   0.9     34,372   0.7   $13.00   5/1/2019   1, 3-year option  
MCIMetro Access   NR / NR / NR   211   0.1    11,431   0.2   $54.18   11/30/2017   NA  
IAC Services LLC   NR / NR / NR   251   0.1    5,999   0.1   $23.90   9/30/2016   NA  
Ten Largest Tenants       268,039   90.9%   $4,999,970   100.0%   $18.65          
Building Common Area(3)       7,653   2.6   0   0.0   0.00          
Vacant Spaces       19,158   6.5   0   0.0   0.00          
Total / Wtd. Avg. All Tenants       294,850   100.0%   $4,999,970   100.0%   $18.14          

 

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

(2)AmTrust has an A.M. Best financial strength rating of A and National General has an A.M. Best financial strength rating of A-.

(3)Represents fitness center, mail room, workshop, security, deli, janitorial and management office.

 

The following table presents the lease rollover schedule at the 4455 LBJ Freeway Property, based on initial lease expiration dates:

 

Lease Expiration Schedule(1)

 

Year Ending
December 31,
    Expiring Owned
GLA
    % of Owned
GLA
    Cumulative % of
Owned GLA
    UW
Base Rent
    % of Total UW
Base Rent
    UW Base Rent
$ per SF
    # of Expiring
Tenants
MTM(2)    5,746       1.9%    1.9%   $0   0.0%   $0.00   0
2016   31,410   10.7    12.6%   535,702   10.7      17.06   2
2017   3,598   1.2   13.8%   56,109   1.1      15.59   2
2018   21,153   7.2   21.0%   349,025   7.0      16.50   1
2019   10,686   3.6   24.6%   167,065   3.3      15.63   2
2020   0   0.0   24.6%   0   0.0      0.00   0
2021   0   0.0   24.6%   0   0.0      0.00   0
2022   0   0.0   24.6%   0   0.0      0.00   0
2023   0   0.0   24.6%   0   0.0      0.00   0
2024   0   0.0   24.6%   0   0.0      0.00   0
2025   12,021   4.1   28.7%   204,357   4.1      17.00   1
2026   0   0.0   28.7%   0   0.0      0.00   0
2027 & Thereafter(2)   191,078   64.8     93.5%   3,687,713   73.8      19.30   2
Vacant   19,158   6.5   100.0%   0   0.0      0.00   0
Total / Wtd. Avg.   294,850   100.0%        $4,999,970   100.0%   $18.14   10

 

 
(1)Calculated based on approximate square footage occupied by each Owned Tenant.

(2)Approximately 5,746 SF of month-to-month space represents non-rentable space at the 4455 LBJ Freeway Property. Such space is currently utilized as a fitness center, deli, janitorial and management office.

 

35
 

 

4455 LBJ FREEWAY

 

The following table presents certain information relating to historical leasing at the 4455 LBJ Freeway Property:

 

Historical Leased %(1)(2)

 

     2013    2014    2015   As of 4/1/2016 
 Owned Space    36.0%    36.0%     33.0%   93.5%

 

 
(1)As provided by the borrower and which reflects occupancy as of December 31 for the specified year unless otherwise indicated.

(2)The LBJ Freeway was under construction from 2011 through October 2015, which hindered access to the 4455 LBJ Freeway Property and surrounding area.

 

nOperating History and Underwritten Net Cash Flow. The following table presents certain information relating to the historical operating performance and the Underwritten Net Cash Flow at the 4455 LBJ Freeway Property:

 

Cash Flow Analysis(1)

 

   2013  2014  2015  Underwritten  Underwritten
$ per SF
Base Rent(2)   $1,561,591    $1,309,943    $1,384,353    $4,885,243    $16.57 
Contractual Rent Steps   0    0    0    114,728    0.39 
Gross Up Vacancy   0    0    0    411,514    1.40 
Total Rent   $1,561,591    $1,309,943    $1,384,353    $5,411,484    $18.35 
Total Reimbursables   200,877    173,209    180,359    390,281    1.32 
Other Income(3)   58,713    41,407    45,359    24,120    0.08 
Vacancy & Credit Loss   0    0    0    (416,594)   (1.41)
Effective Gross Income   $1,821,181    $1,524,559    $1,610,071    $5,409,291    $18.35 
                          
Real Estate Taxes   $270,677    $277,120    $276,997    $276,997    $0.94 
Insurance   60,687    59,673    61,694    75,389    0.26 
Management Fee   94,690    79,091    69,197    216,372    0.73 
Other Operating Expenses   992,853    1,029,273    1,034,874    1,130,663    3.83 
Total Operating Expenses   $1,418,907    $1,445,157    $1,442,762    $1,699,421    $5.76 
                          
Net Operating Income   $402,274    $79,402    $167,309    $3,709,870    $12.58 
TI/LC   0    0    0    462,433    1.57 
Replacement Reserves   0    0    0    58,970    0.20 
Net Cash Flow   $402,274    $79,402    $167,309    $3,188,467    $10.81 

 

 

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

(2)The Underwritten Base Rent is higher than the historical Base Rent due to two new leases (AmTrust - $2,093,306 in base rent and National General - $1,594,408 in base rent) being executed in the first quarter of 2016. Additionally, construction on the LBJ Freeway between 2011 and October 2015 hindered access to the 4455 LBJ Freeway Property and surrounding area.

(3)Other Income includes parking income, roof rental income, NSF fees, late fees, and miscellaneous income.

 

nAppraisal. According to the appraisal, the 4455 LBJ Freeway Property had an “as-is” appraised value of $46,100,000 as of February 17, 2016 and an “as-stabilized” value of $54,600,000 as of April 1, 2017. The borrower sponsor acquired the 4455 LBJ Freeway Property in August 2015 and executed two new leases for a total of 189,171 SF. The “as-is” appraised value assumes that the tenant improvements and leasing commissions costs associated with the two aforementioned leases will be incurred by the owner of the 4455 LBJ Freeway Property. The “as-stabilized” appraised value assumes that tenant improvements and leasing commissions costs have already been made and will not be incurred by the owner of the 4455 LBJ Freeway Property.

 

nEnvironmental Matters. Based on the Phase I environmental report dated March 14, 2016, there were no recommendations for further action at the 4455 LBJ Freeway Property.

 

36
 

 

4455 LBJ FREEWAY

 

nMarket Overview and Competition. The 4455 LBJ Freeway Property is located directly along the LBJ Freeway in the city of Farmers Branch, within the Dallas Fort Worth metropolitan statistical area. The LBJ Freeway is a densely developed major roadway in Farmers Branch, Texas that underwent a freeway expansion project from 2011 through October 2015. While under construction, the project negatively impacted the area due to reduced traffic lanes and limited access to nearby buildings. However, with construction now complete, the LBJ Freeway is expected to support an estimated 500,000 vehicles per day.

 

The 4455 LBJ Freeway Property is also within one mile of Interstate 635, a six and eight lane highway that is a semi-loop around the northern and eastern sections of the Dallas metroplex. The Dallas North Tollway, a three-lane concrete paved toll road, is located approximately 1.5 miles east of the 4455 LBJ Freeway Property and connects the northern suburbs to downtown Dallas. The Galleria Dallas is located one mile east of the 4455 LBJ Freeway Property and is an upscale shopping mall anchored by Nordstrom, Macy’s, and Belk and a mixed-use development that includes over 200 stores and restaurants, office towers, an ice skating rink and The Westin Galleria Hotel.

 

According to the appraisal, the Dallas office market was comprised of a total inventory of 190.3 million SF as of fourth quarter 2015. The vacancy rate for fourth quarter 2015 was 17.1% and asking rents were $24.15 per SF. The appraisal identified five properties located within 2.5 miles of the 4455 LBJ Freeway Property that are considered comparable to the 4455 LBJ Freeway Property. The comparables were built between 1976 and 1986 and range from 185,851 SF to 540,514 SF with reported rents ranging from $18.75 per SF to $23.00 per SF, full service gross plus electricity and net. The average rent of the five comparable properties was $21.05 per SF, full service gross plus electricity and net. The appraisal concluded a full service gross plus electricity rental rate of $20.00 per SF for the 4455 LBJ Freeway Property. The weighted average in-place rent at the 4455 LBJ Freeway Property is $18.14 per SF, gross plus electricity.

 

The following table presents certain information relating to certain office rent comparables provided in the appraisal for the 4455 LBJ Freeway Property:

 

Lease Comparables(1)

 

    4455 LBJ
Freeway
Property(2)
  North Dallas
Bank Tower
  The Crossings I   The Crossings II   LBJ Financial Center   Occidental Tower
Total GLA   294,850   201,665   232,541   296,587   185,851   540,514
Year Built   1980   1976   1986   1980   1982   1986
Lease Term (Years)   Various   5   7   3   5   NAV
Rental Rate (per SF)   $18.14   $21.00   $22.50   $20.00   $18.75   $23.00
Tenant Improvements (per SF)   Various   $15.00   $14.00   $7.50   $0.00   $30.00-$40.00
Lease Type(3)   FSG + E   FSG + E   FSG + E   FSG + E   FSG + E   Net

 

 

(1)Source: Appraisal.

(2)FSG + E means full service gross plus electricity.

(3)As provided by the borrower.

 

nThe Borrower. The borrower is 4455 LBJ Freeway LLC, a single-purpose, single-asset Delaware limited liability company. Legal counsel to the borrower delivered a non-consolidation opinion in connection with the origination of the 4455 LBJ Freeway Loan. The guarantors of the non-recourse carveouts under the 4455 LBJ Freeway Loan are AmTrust and National General.

 

37
 

 

4455 LBJ FREEWAY

 

nEscrows. On the origination date of the 4455 LBJ Freeway Loan, the borrower funded a reserve of (i) $120,888 for real estate taxes, (ii) $65,965 for insurance premiums, (iii) $178,250 for deferred maintenance and (iv) $7,987,080 for unfunded tenant improvement costs associated with the AmTrust tenant and the National General tenant.

 

On each due date, the borrower is required to fund: (i) a reserve for one-twelfth of the taxes that the lender estimates will be payable over the then-succeeding 12-month period (initially $24,178); (ii) at the option of the lender, if the liability or casualty policy maintained by the borrower does not constitute an approved blanket or umbrella insurance policy under the 4455 LBJ Freeway Loan documents, an insurance reserve equal to one-twelfth of the amount that the lender estimates will be necessary to pay insurance premiums over the then-succeeding 12-month period (initially $6,591); (iii) a TI/LC reserve (the “Leasing Reserve Funds”) in the amount of $25,000 per month, subject to a cap of $1,200,000 and a minimum balance of $1,000,000 and (iv) a replacement reserve in the amount of $4,914 per month.

 

nLockbox and Cash Management. The 4455 LBJ Freeway Loan documents require a hard lockbox with springing cash management. The 4455 LBJ Freeway Loan documents require the borrower to direct tenants to pay rent directly to a lender-controlled lockbox account and require that all other money received by the borrower with respect to the 4455 LBJ Freeway Property be promptly deposited into such lockbox account following receipt. So long as no 4455 LBJ Freeway Trigger Period (as defined below) is continuing, all amounts in the lockbox account are required to be swept on each business day to a borrower-controlled operating account. During the continuance of a 4455 LBJ Freeway Trigger Period, all amounts in the lockbox account are required to be swept to a lender-controlled cash management account on a daily basis. Provided no event of default under the 4455 LBJ Freeway Loan documents is continuing, such amounts are applied to payment of applicable debt service, payment of operating expenses, and funding of required reserves, with the remainder being deposited into an excess cash flow reserve. Provided no event of default under the 4455 LBJ Freeway Loan documents exists, funds in the excess cash flow reserve are (i) to the extent a 4455 LBJ Freeway Trigger Period is continuing, to be held by the lender as additional collateral; provided that, such excess cash flow reserves may be disbursed to the borrower to pay for certain leasing commissions and tenant improvements at the 4455 LBJ Freeway Property to the extent Leasing Reserve Funds available to the borrower are insufficient to pay for the same and the borrower otherwise satisfies all of the conditions applicable to withdrawal from the Leasing Reserve Funds, and (ii) to the extent no 4455 LBJ Freeway Trigger Period exists, to be swept into the borrower’s operating account. After the occurrence and during the continuance of an event of default under the 4455 LBJ Freeway Loan documents, the lender may apply any funds in the cash management account to amounts payable under the 4455 LBJ Freeway Loan (and/or toward the payment of expenses of the 4455 LBJ Freeway Property), in such order of priority as the lender may determine.

 

A “4455 LBJ Freeway Trigger Period” means a period: (A) commencing upon the earliest of, (i) the occurrence of an event of default, (ii) the debt service coverage ratio being less than 1.15x and (iii) the occurrence of a 4455 LBJ Specified Tenant Trigger Period; and (B) expiring upon (x) with respect to clause (A)(i) above, the cure of such event of default, (y) with respect to clause (A)(ii) above, the date that the debt service coverage ratio is equal to or greater than 1.20x for two consecutive calendar quarters and (z) with respect to clause (A)(iii) above, such 4455 LBJ Specified Tenant Trigger Period ceasing to exist.

 

A “4455 LBJ Specified Tenant Trigger Period” means a period: (A) commencing upon the first to occur of (i) a Specified Tenant being in monetary or material non-monetary default under the applicable Specified Tenant lease beyond applicable notice and cure periods set forth in the Specified Tenant lease, (ii) the occurrence of a Specified Tenant Dark Event, (as defined below) (iii) a Specified Tenant giving notice that it is terminating its lease for all or any portion of the Specified Tenant space (or applicable portion thereof), (iv) any termination or cancellation of any Specified Tenant lease (including, without limitation, rejection in any bankruptcy or similar insolvency proceeding) and/or any Specified Tenant lease failing to otherwise be in full force and effect and (v) any bankruptcy or similar insolvency of a Specified Tenant; and (B) expiring upon the first to occur of the lender’s receipt of evidence reasonably acceptable to Lender (which such evidence shall include without limitation, a duly executed estoppel certificate from the applicable Specified Tenant in form and substance acceptable to the lender) of (I) the satisfaction of the Specific Tenant Cure Conditions or (II) the borrower leasing the entire Specified Tenant space (or applicable portion thereof) in accordance with the 4455 LBJ Freeway Loan documents and the applicable Specified Tenant under such lease being in possession of the space demised under its lease and paying the full amount of the rent due under its lease, and none of the conditions set forth in clauses (A)(i) – (A)(v) above existing with respect to such new lease or series of leases.

 

38
 

 

4455 LBJ FREEWAY

 

nA “Specified Tenant” means, as applicable, (i) AmTrust, (ii) National General, (iii) any other lessee(s) of the specified tenant space (or any portion thereof) and (iv) any guarantor(s) of the applicable related specified tenant lease(s).

 

n“Specified Tenant Cure Conditions” means each of the following, as applicable (i) the applicable Specified Tenant has cured all applicable defaults under the applicable Specified Tenant lease, (ii) the applicable Specified Tenant is in actual, physical possession of its applicable Specified Tenant space, occupying the Specified Tenant space (or applicable portion thereof) for conduct of its business during customary hours and not “dark” in the Specified Tenant space (or applicable portion thereof), (iii) the applicable Specified Tenant has revoked or rescinded any termination or cancellation notices previously delivered by it with respect to the applicable Specified Tenant lease and has re-affirmed the applicable Specified Tenant lease as being in full force and effect: (iv) with respect to any applicable bankruptcy or insolvency proceedings involving the applicable Specified Tenant and/or the applicable Specified Tenant lease, the applicable Specified Tenant has affirmed the applicable Specified Tenant lease pursuant to a final, non-appealable order of a court of competent jurisdiction and (v) the applicable Specified Tenant is paying full, unabated rent under the applicable Specified Tenant lease.

 

nA “Specified Tenant Dark Event” means any Specified Tenant failing to be in actual, physical possession of its applicable Specified Tenant space (or applicable portion thereof), failing to occupy and/or be open in its premises for the conduct of its business during customary hours and/or “going dark” in the Specified Tenant space (or applicable portion thereof); provided, however, that (i) any standard and customary temporary vacancy of any Specified Tenant space (or any portion thereof) solely for purposes of renovation or reorganization of the applicable premises or (ii) any vacancy in 5% or less of the square footage of any applicable Specified Tenant space, will not be considered a Specified Tenant Dark Event. Notwithstanding the foregoing, a Specified Tenant Dark Event will not be deemed to exist as the result of an initial Specified Tenant not being in actual, physical possession of the applicable Specified Tenant space as of the closing date of the 4455 LBJ Freeway Loan and during the period commencing upon the execution of the applicable Specified Tenant lease and ending upon the earlier of (A) the applicable Specified Tenant’s initial, physical possession of the applicable Specified Tenant space and (B) 12 months following the closing date of the 4455 LBJ Freeway Loan (it being understood that if a Specified Tenant is not in actual, physical possession of its applicable Specified Tenant space, open in and/or occupying its premises for the conduct of its business at any time following the date that is twelve (12) months following the Closing Date of the 4455 LBJ Freeway Loan, the same will be considered a Specified Tenant Dark Event), if the applicable Specified Tenant lease has been executed and delivered by the borrower and the Specified Tenant thereunder and the Specified Tenant has waived, in writing, all rights of termination in connection with the borrower’s failure to timely deliver the leased premises or to complete any other delivery obligations set for in the applicable Specified Tenant lease.

 

nProperty Management. The 4455 LBJ Freeway Property is currently managed by Harkinson Investment Corporation. Under the 4455 LBJ Freeway Loan documents, the 4455 LBJ Freeway Property may not be managed by any party other than Harkinson Investment Corporation without the lender’s reasonable consent; provided, however, that so long as no event of default under the 4455 LBJ Freeway Loan documents exists, the borrower may replace Harkinson Investment Corporation with a Qualified Manager. Notwithstanding the foregoing, the borrower may replace Harkinson Investment Corporation with CB Richard Ellis on or before October 7, 2016 provided the borrower enters into a management agreement with CBRE with terms and conditions that are substantially similar to the form attached to the 4455 LBJ Freeway Loan agreement. A “Qualified Manager” means (i) CBRE Inc., (ii) a person satisfying the Manager Criteria (as defined below) and reasonably approved by the lender in writing or (iii) any other person approved by the lender in writing, which such approval may be conditioned upon a rating agency confirmation. The lender has the right to require that the borrower terminate the management agreement and replace the property manager with a Qualified Manager selected by the borrower or another property manager chosen by the borrower and approved by the lender if (a) the property manager becomes insolvent or a debtor in (i) any involuntary bankruptcy or insolvency proceeding that is not dismissed within 90 days of the filing thereof, or (ii) any voluntary bankruptcy or insolvency proceeding, (b) a 4455 LBJ Freeway Trigger Period exists and remains uncured, (c) the property manager has engaged in gross negligence, fraud, willful misconduct or misappropriation of funds, or (d) there exists a default by the property manager beyond all applicable notice and cure periods under the management agreement.

 

39
 

 

4455 LBJ FREEWAY

 

Manager Criteria” means a manager which (i) is a reputable management company having at least seven years’ experience in the management of Comparable Properties (as defined below), (ii) has, for at least seven years preceding the applicable date of determination, managed at least five Comparable Properties (exclusive of the 4455 LBJ Freeway Property or any portion thereof), each being of approximately the same size as the 4455 LBJ Freeway Property, (iii) is managing Comparable Properties (exclusive of the 4455 LBJ Freeway Property) with at least 1,000,000 leasable SF (in the aggregate) and (iv) is not the subject of any proceeding under any applicable Creditors Rights Laws (as defined below).

 

Comparable Properties” means office properties with similar scope and class as the 4455 LBJ Freeway Property, located in similar geographic areas to the geographic area in which the 4455 LBJ Freeway Property is located.

 

Creditors Rights Laws” means any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization, conservatorship, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with respect to its debts or debtors.

 

nMezzanine or Subordinate Indebtedness. Not permitted.

 

nTerrorism Insurance. The borrower is required to maintain an “all-risk” insurance policy that provides coverage for terrorism in an amount equal to the full replacement cost of the 4455 LBJ Freeway Property (plus 18 months of rental loss and/or business interruption coverage and an additional period of indemnity covering the 6 months following restoration). The “all-risk” policy containing terrorism insurance is required to contain a deductible no larger than $25,000. See “Risk Factors—Terrorism Insurance May Not Be Available for All Mortgaged Properties” in the Preliminary Prospectus.

 

40
 

 

STORAGE DEPOT PORTFOLIO

 

Mortgaged Property Information   Mortgage Loan Information
Number of Mortgaged Properties 5   Loan Seller   CGMRC
Location (City/State) Various, Pennsylvania   Cut-off Date Principal Balance   $25,250,000
Property Type Self Storage   Cut-off Date Principal Balance per SF   $77.78
Size (SF)  324,641   Percentage of Initial Pool Balance   3.3%
Total Occupancy as of 3/31/2016 81.0%   Number of Related Mortgage Loans   None
Owned Occupancy as of 3/31/2016 81.0%   Type of Security   Fee Simple
Year Built / Latest Renovation Various / Various   Mortgage Rate   4.95000%
Appraised Value $37,275,000   Original Term to Maturity (Months)   120
      Original Amortization Term (Months)   360
      Original Interest Only Term (Months)   48
           
Underwritten Revenues $3,159,816        
Underwritten Expenses $1,026,628   Escrows
Underwritten Net Operating Income (NOI) $2,133,188        
Underwritten Net Cash Flow (NCF) $2,100,724     Upfront Monthly
Cut-off Date LTV Ratio 67.7%   Taxes $108,381 $23,676
Maturity Date LTV Ratio 61.2%   Insurance $11,006 $2,751
DSCR Based on Underwritten NOI / NCF 1.32x / 1.30x   Replacement Reserve(1) $165,559 $0
Debt Yield Based on Underwritten NOI / NCF 8.4% / 8.3%   Other(2) $750 $0

 

Sources and Uses
Sources $  % Uses $ %  
Loan Amount $25,250,000 68.6% Purchase Price $35,000,000 95.0%
Principal’s New Cash Contribution 11,080,743 30.1    Closing Costs 1,544,473 4.2    
Other Sources 499,425 1.4    Reserves 285,696 0.8    
           
Total Sources $36,830,169 100.0% Total Uses $36,830,169 100.0%

 

 

(1)If the replacement reserve is less than $46,269, the borrower is required to deposit $3,856 on each payment date until the replacement reserve meets or exceeds $165,559. See “—Escrows” below.

(2)The other upfront reserve of $750 is for environmental remediation. See “—Escrows” below.

 

nThe Mortgage Loan. The mortgage loan (the “Storage Depot Portfolio Loan”) is evidenced by a note in the original principal amount of $25,250,000 and is secured by a first mortgage encumbering the borrowers’ fee simple interest in five self storage properties located in various cities within Pennsylvania (the “Storage Depot Portfolio Properties”). The Storage Depot Portfolio Loan was originated by Citigroup Global Markets Realty Corp. on April 18, 2016. The Storage Depot Portfolio Loan has an outstanding principal balance as of the Cut-off Date of $25,250,000, which represents approximately 3.3% of the Initial Pool Balance, and accrues interest at an interest rate of 4.95000% per annum. The proceeds of the Storage Depot Portfolio Loan were used for the acquisition of the Storage Depot Portfolio Properties, to pay closing costs and to fund reserves.

 

The Storage Depot Portfolio Loan had an initial term of 120 months and has a remaining term of 120 months as of the Cut-off Date. The Storage Depot Portfolio Loan requires payments of interest only for the initial 48 months, followed by monthly payments of interest and principal sufficient to amortize the Storage Depot Portfolio Loan over a 30-year amortization schedule. The scheduled maturity date of the Storage Depot Portfolio Loan is the due date in May 2026. Defeasance with direct, non-callable obligations of the United States of America is permitted at any time on or after the first due date following the second anniversary of the securitization Closing Date. Voluntary prepayment of the Storage Depot Portfolio Loan, without prepayment premium or yield maintenance charge, is permitted on or after the due date in February 2026.

 

nThe Mortgaged Properties. The Storage Depot Portfolio Properties consist of five self storage properties located in Harrisburg, Mechanicsburg and Lemoyne, all within the Commonwealth of Pennsylvania. The Storage Depot Portfolio Properties, comprising an aggregate 324,641 SF, were constructed between 1984 and 2004. As of March 31, 2016, Total Occupancy and Owned Occupancy were both 81.0%.

 

41
 

 

STORAGE DEPOT PORTFOLIO 

 

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

 

Property Name   Year Built /
Renovated
  Total GLA   Climate Controlled
Units / Total
Units
  Occupancy(1)   Allocated Cut-
off Date Loan Amount
  %
Allocated
Cut-off
Date Loan
Amount
  Appraised
Value
  UW NCF  
Storage Depot-Northeast   2004 / NAP   68,250   53 / 536     74.9%   $5,700,000   22.6%   $7,775,000   $458,601  
Storage Depot-North   1995 / NAP   76,384   23 / 541    88.7%     5,700,000          22.6             8,225,000     468,004  
Storage Depot-South   1994 / 2015   84,151   139 / 637       69.8%     5,450,000          21.6             9,275,000     456,751  
Storage Depot-West   1986 / 1997   48,542   8 / 401   90.6%     5,000,000          19.8             6,875,000     409,172  
Storage Depot-East   1984 / NAP   47,314   20 / 429      87.1%     3,400,000           13.5             5,125,000     308,197  
Total / Wtd. Avg.    

324,641  

 

243 / 2544       

 

81.0% 

 

$25,250,000   

 

    100.0%   

$37,275,000     

 

$2,100,724   

 

 

 

(1)Occupancy as of TTM 3/31/2016.

  

Storage Depot – Northeast (the “Storage Depot – Northeast Property”) is located in Harrisburg, Pennsylvania. The Storage Depot – Northeast Property consists of an approximately 8.46-acre lot containing two parcels of land developed with 10 single-story buildings. The Storage Depot – Northeast Property consists of 536 self storage rooms within nine buildings. One building at the northwestern portion of the Storage Depot – Northeast Property contains the rental retail office. The facility has a secured gate, control keypads and 24/7 digital surveillance with security cameras located throughout. Additional property amenities include climate controlled units, drive up units, RV, boat and car parking and a retail store which sells moving supplies on site. The Storage Depot – Northeast Property is located on Allentown Boulevard which is an east-west thoroughfare connecting the surrounding communities. Allentown Boulevard boasts traffic counts of 17,074 vehicles per day and the Storage Depot – Northeast Property sits adjacent to several retail shopping centers and is across the street from various medical office complexes.

 

Storage Depot – North (the “Storage Depot – North Property”) is located in Harrisburg, Pennsylvania. The Storage Depot – North Property consists of an approximately 10.21-acre parcel developed with 13 single-story buildings. Eleven of the buildings are utilized for self storage. Two single-story buildings with mezzanine levels at the southeastern developed portion of the Storage Depot – North Property contain the rental retail office, warehouse space, climate controlled self storage units and office space. The facility has a secured gate, control keypads, and 24/7 digital surveillance with security cameras located throughout. Additional property amenities include climate controlled units, drive up units, RV, boat and car parking and a retail store which sells moving supplies on site. The Storage Depot – North Property is located at the intersection of Linglestown Road and North 6th Street. Daily traffic counts on Linglestown Road are approximately 23,737 cars per day.

 

Storage Depot – South (the “Storage Depot – South Property”) is located in Mechanicsburg, Pennsylvania. The Storage Depot – South Property consists of an approximately 5.86-acre parcel developed with 12 single to two-story buildings. Eleven of the buildings are single-story utilized for self storage. One two-story building at the southeastern portion of the Storage Depot – South Property contains a lower level rental retail office and an upper level rented office space. The facility has a secured gate, control keypads and 24/7 digital surveillance with security cameras located throughout. Additional property amenities include climate controlled units, drive up units and a retail store which sells moving supplies on site. The Storage Depot – South Property is located on Cumberland Parkway which is situated between Route 15 and South Market Street in Mechanicsburg. The Storage Depot – South Property has strong visibility from Interstate 76 which has a daily traffic count of 31,810.

 

Storage Depot – West (the “Storage Depot – West Property”) is located in Lemoyne, Pennsylvania, one mile west of the Harrisburg Central Business District. The Storage Depot – West Property consists of an approximately 4.64-acre parcel developed with 12 single- to two-story buildings with 401 self storage rooms within the buildings. Ten of the buildings are utilized for self storage. The two-story building near the front of the Storage Depot – West Property consists of the rental retail office and a manager’s apartment on the upper level. The Storage Depot – West Property is located off of exit 41A on Interstate 83. Interstate 83 boasts traffic counts of 89,800 vehicles per day and is the main thoroughfare between downtown Harrisburg and the surrounding western suburbs.

 

42
 

 

STORAGE DEPOT PORTFOLIO 

 

Storage Depot – East (the “Storage Depot – East Property”) is located in Harrisburg, Pennsylvania, eight miles east of downtown Harrisburg. The Storage Depot – East Property consists of a 3.20-acre parcel developed with nine, single to two-story buildings with 429 self storage units. Eight of the buildings are utilized for self storage. The single two-story building holds the rental retail office and manager’s apartment on the upper level and self storage units and office space on the lower level. The facility has a secured gate, control keypads, and 24/7 digital surveillance with security cameras located throughout. The Storage Depot – East Property is located at the intersection of Milroy Road and Paxton Street. Paxton Street is the main thoroughfare connecting Hershey and Hummelstown to downtown Harrisburg and reports a daily traffic count of 45,066 at the intersection of Milroy Road.

 

The following table presents certain information relating to historical leasing at the Storage Depot Portfolio Properties:

 

Historical Leased %(1)

 

 

2013

 

2014

 

2015

 

As of 3/31/2016

Storage Depot-Northeast   62.8%   78.8%   83.3%   74.9%
Storage Depot-North   76.4%   84.8%   86.6%   88.7%
Storage Depot-South   60.8%   67.7%   75.0%   69.8%
Storage Depot-West   81.9%   86.1%   88.6%   90.6%
Storage Depot-East   76.6%   79.2%   78.2%   87.1%

 

 

(1)As provided by the borrowers and which reflects end of year occupancy for the specified year unless otherwise indicated.

  

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

 

Cash Flow Analysis(1)

 

 

2013 

 

2014

 

2015 

 

TTM 3/31/2016

 

Underwritten

 

Underwritten
$ per SF 

Base Rent   $2,408,404   $2,610,967   $2,820,278   $2,866,600   $3,083,076   $9.50
Gross Up Vacancy  

0

 

0

 

0

 

0

 

798,576

 

2.46

Total Rent   $2,408,404   $2,610,967   $2,820,278   $2,866,600   $3,881,652   $11.96
Other Income(2)   232,201   264,284   281,350   283,884   292,381   0.90
Vacancy & Credit Loss  

(44,358)

 

(32,236)  

 

(26,371) 

 

(24,674)  

 

(1,014,217)  

 

(3.12) 

Effective Gross Income   $2,596,248   $2,843,016   $3,075,257   $3,125,810   $3,159,816   $9.73
                         
Real Estate Taxes   $257,551   $260,941   $265,978   $267,557   $268,248   $0.83
Insurance   23,380   24,676   28,218   28,789   31,445   0.10
Management Fee   103,850   113,721   123,010   125,032   126,393   0.39
Other Operating Expenses  

545,508

 

609,615

 

636,348 

 

614,932 

 

600,542 

 

1.85 

Total Operating Expenses   $930,289   $1,008,953   $1,053,554   $1,036,310   $1,026,628   $3.16
                       
Net Operating Income   $1,665,959   $1,834,063   $2,021,703   $2,089,500   $2,133,188   $6.57
Replacement Reserves  

0

 

0

 

0

 

0

 

32,464 

 

0.10

Net Cash Flow   $1,665,959   $1,834,063   $2,021,703   $2,089,500   $2,100,724   $6.47

 

 

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

(2)Other Income includes apartment and office rent, billboard income, auction proceeds, late charges, administrative fees, retail sales, miscellaneous income, insurance administration and car wash income.

  

nAppraisal. As of the appraisal valuation date of February 10, 2016, the Storage Depot Portfolio Properties had an aggregate “as-is” appraised value of $37,275,000 and “as-stabilized” appraised value of $37,350,000.

 

nEnvironmental Matters. Based on the Phase I environmental reports dated February 29, 2016, there were no recommendations for further action other than, with respect to the Storage Depot – West Property, Storage Depot – North Property, and Storage Depot – East Property, operations and maintenance plans for asbestos, which were implemented in connection with the origination of the Storage Depot Portfolio Loan.

 

43
 

 

STORAGE DEPOT PORTFOLIO 

 

nMarket Overview and Competition. The Storage Depot Portfolio Properties are located within the Harrisburg-Carlisle PA metropolitan statistical area (“MSA”). According to the appraisals, the Harrisburg-Carlisle economy (ranked A1 by Moody’s) is experiencing its strongest job growth since the mid-1990s, due in part to its central location in Pennsylvania accompanied by its extensive transportation and distribution network, the region’s low living costs, and its broad-based gains in the private sector services. The region’s largest employers include The Commonwealth of Pennsylvania (21,885), Penn State Hershey Medical Center (9,659), Giant Food Stores (8,800), Hershey Entertainment & Resorts (7,500), and JFC Staffing Associates (6,550).

 

The following table presents certain information relating to demographics at the Storage Depot Portfolio Properties:

 

Storage Depot Portfolio Demographics(1)

 

 

Average Household Income
(1-Mile / 3-Mile / 5-Mile Radius) 

 

2015 Population
(1-Mile / 3-Mile / 5-Mile Radius)

Storage Depot-Northeast   89,361 / 87,416 / 80,686   5,114 / 40,067 / 97,427
Storage Depot-North   80,838 / 73,480 / 66,915   1,781 / 29,048 / 115,502
Storage Depot-South   63,109 / 77,273 / 86,186   5,322 / 44,417 / 88,931
Storage Depot-West   71,347 / 61,256 / 66,802   9,879 / 91,276 / 174,491
Storage Depot-East   70,014 / 83,288 / 76,139   4,734 / 34,978 / 111,146

 

 

(1)Source: Appraisal.

 

Storage Depot – Northeast Property

 

The appraiser analyzed the local market and identified four comparables located within 4.5 miles of the Storage Depot – Northeast Property which are considered the competitive set for the Storage Depot – Northeast Property. The four comparables represent a total of 160,175 SF and were built between 1990 and 2005. The comparable properties revealed physical occupancy ranging from 84.0% to 95.0%, with an average of 87.8%. The Storage Depot – Northeast Property is currently 74.9% occupied as of 3/31/2016.

 

Storage Depot – North Property

 

The appraiser analyzed the local market and identified four comparables located within 6.0 miles of the Storage Depot – North Property which are considered the competitive set for the Storage Depot – North Property. The four comparables represent a total of 182,909 SF and were built between 1989 and 2005. The comparable properties revealed physical occupancy ranging from 85.0% to 95.0%, with an average of 88.0%. The Storage Depot – North Property is currently 88.7% occupied as of 3/31/2016.

 

Storage Depot – South Property

 

The appraiser analyzed the local market and identified four comparables located within 5.0 miles of the Storage Depot – South Property which are considered the competitive set for the Storage Depot – South Property. The four comparables represent a total of 305,839 SF and were built between 1983 and 1999. The comparable properties revealed physical occupancy ranging from 80.0% to 92.0%, with an average of 85.8%. The Storage Depot – South Property is currently 69.8% occupied as of 3/31/2016.

 

Storage Depot – West Property

 

The appraiser analyzed the local market and identified four comparables located within 5.0 miles of the Storage Depot – West Property which are considered the competitive set for the Storage Depot – West Property. The four comparables represent a total of 324,319 SF and were built between 1972 and 1999. The comparable properties revealed physical occupancy ranging from 85.0% to 86.0%, with an average of 85.3%. The Storage Depot – West Property is currently 90.6% occupied as of 3/31/2016.

 

Storage Depot – East Property

 

The appraiser analyzed the local market and identified four comparables located within 5.0 miles of the Storage Depot – East Property, which are considered the competitive set for the Storage Depot – East Property. The four comparables represent a total of 144,460 SF and were built between 1990 and 2005. The comparable properties revealed physical occupancy ranging from 84.0% to 95.0%, with an average of 88.3%. The Storage Depot – East Property is currently 87.1% occupied as of 3/31/2016.

 

44
 

 

STORAGE DEPOT PORTFOLIO 

 

nThe Borrowers. The borrowers are SSCP Harrisburg LLC, SSCP Harrisburg North LLC, SSCP Harrisburg Northeast LLC, SSCP Harrisburg West LLC and SSCP Harrisburg South LLC, each a single-purpose Delaware limited liability company. Legal counsel to the borrowers delivered a non-consolidation opinion in connection with the origination of the Storage Depot Portfolio Loan. Jacob Ramage and Matthew Lang are guarantors of the non-recourse carveouts under the Storage Depot Portfolio Loan.

 

nEscrows. In connection with the origination of the Storage Depot Portfolio Loan, the borrowers funded aggregate reserves of $285,696 with respect to the Storage Depot Portfolio Properties, comprised of (i) $108,381 for real estate taxes, (ii) $11,006 for insurance, (iii) $165,559 for replacement reserves and (iv) $750 for an environmental remediation reserve.

 

Additionally, on each due date, the borrowers are required to fund the following reserves with respect to the Storage Depot Portfolio Property: (i) a tax reserve in an amount equal to one-twelfth of the amount that the lender estimates will be necessary to pay taxes over the then succeeding 12-month period, (ii) at the option of the lender, if the liability or casualty policy maintained by the borrower does not constitute an approved blanket or umbrella insurance policy under the Storage Depot Portfolio Loan documents, an insurance reserve in an amount equal to one-twelfth of the amount that the lender estimates will be necessary to pay insurance premiums over the then succeeding 12-month period and (iii) following the replacement reserve being less than $46,269, a replacement reserve in the amount of $3,856 until the replacement reserve equals or exceeds $165,559.

 

nLockbox and Cash Management. The Storage Depot Portfolio Loan documents is structured with a springing lockbox and springing cash management. The Storage Depot Portfolio Loan documents require the borrowers to, upon the first occurrence of a Storage Depot Portfolio Trigger Period (as defined below), direct all tenants to pay rent directly to a lender-controlled lockbox account and require that all other money received by the borrowers with respect to the Storage Depot Portfolio Properties be promptly deposited into such lockbox account following receipt. So long as a Storage Depot Portfolio Trigger Period is not then in effect, all funds in the lockbox are required to be remitted on each business day to the borrowers’ operating account. During the continuance of a Storage Depot Portfolio Trigger Period, all funds in the lockbox account are required to be transferred on each business day to a lender-controlled cash management account and, provided no event of default is continuing, applied to pay debt service and operating expenses of the Storage Depot Portfolio Properties and to fund required reserves in accordance with the Storage Depot Portfolio Loan documents. After the foregoing disbursements are made and so long as a Storage Depot Portfolio Trigger Period is continuing, all excess cash is trapped in an excess cash account and held as additional collateral for the Storage Depot Portfolio Loan. During the continuance of an event of default under the Storage Depot Portfolio Loan, the lender may apply any funds in the cash management account to amounts payable under the Storage Depot Portfolio Loan and/or toward the payment of expenses of the Storage Depot Portfolio Properties, in such order of priority as the lender may determine.

 

nA “Storage Depot Portfolio Trigger Period” means a period (A) commencing upon the earlier of (i) the occurrence and continuance of an event of default, and (ii) the debt service coverage ratio being less than (a) 1.40x during any period prior to the monthly payment date occurring in June 2020 or (b) 1.15x thereafter; and (B) expiring upon (x) with regard to any Storage Depot Portfolio Trigger Period commenced in connection with clause (i) above, the cure (if applicable) of such event of default, (y) with regard to any Storage Depot Portfolio Trigger Period commenced in connection with clause (ii)(a) above, the date that the debt service coverage ratio is equal to or greater than 1.45x for two consecutive calendar quarters, and (z) with regard to any Storage Depot Portfolio Trigger Period commenced in connection with clause (ii)(b) above, the date that the debt service coverage ratio is equal to or greater than 1.20x for two consecutive calendar quarters.

  

45
 

 

STORAGE DEPOT PORTFOLIO 

 

nProperty Management. The Storage Depot Portfolio Properties are currently managed by SSCP Property Management LLC, an affiliate of the borrowers. Under the Storage Depot Portfolio Loan documents, the borrowers may terminate and replace the property manager without the lender’s consent, so long as (i) no event of default has occurred and is continuing, (ii) the lender receives at least 60 days prior written notice and (iii) the applicable replacement property manager is a national property management company with at least ten years of experience managing self storage properties and at least ten self storage properties, containing at least 10,000 units then under management (exclusive of the Storage Depot Portfolio Properties) or is approved by the lender in writing (which approval may be conditioned upon the lender’s receipt of a rating agency confirmation). The lender has the right to terminate, or cause the borrowers to terminate, the management agreement and replace the property manager if (a) the property manager becomes insolvent or a debtor in certain involuntary bankruptcy proceedings not dismissed within 90 days or any voluntary bankruptcy or insolvency proceeding; (b) a Storage Depot Portfolio Trigger Period has occurred and is continuing; (c) the property manager has engaged in gross negligence, fraud, willful misconduct or misappropriation of funds; or (d) there exists a default by the property manager beyond all applicable notice and cure periods under the management agreement.

 

nMezzanine or Subordinate Indebtedness. Not permitted.

 

nRelease of Collateral. Not permitted.

 

nTerrorism Insurance. The borrowers are required to maintain an “all-risk” insurance policy that provides coverage for terrorism in an amount equal to the full replacement cost of the Storage Depot Portfolio Properties, covering no less than 12 months of business interruption coverage as calculated under the Storage Depot Portfolio Loan documents in an amount equal to 100% of the projected gross income from the Storage Depot Portfolio Properties (on an actual loss sustained basis) for a period continuing until the restoration of the Storage Depot Portfolio Properties is completed and containing an extended period endorsement which provides for up to six months of additional coverage. The “all-risk’ insurance policy providing terrorism insurance is required to contain a deductible that is no higher than $10,000, except as otherwise permitted in the Storage Depot Portfolio Loan documents. See “Risk Factors—Terrorism Insurance May Not Be Available for All Mortgaged Properties” in the Preliminary Prospectus.

 

46
 

 

Strathallan DoubleTree by Hilton 

 

Mortgaged Property Information   Mortgage Loan Information
Number of Mortgaged Properties 1     Loan Seller   CCRE
Location (City/State) Rochester, New York   Cut-off Date Principal Balance   $22,329,301
Property Type Hospitality   Cut-off Date Principal Balance per Room $144,060
Size (Rooms) 155   Percentage of Initial Pool Balance   3.0%
Total TTM Occupancy as of 3/31/2016 72.3%   Number of Related Mortgage Loans   None
Owned TTM Occupancy as of 3/31/2016 72.3%   Type of Security(1)   Fee Simple
Year Built / Latest Renovation 1975 / 2012   Mortgage Rate   5.47050%
Appraised Value $33,000,000   Original Term to Maturity (Months)   120
      Original Amortization Term (Months)   300
      Original Interest Only Period (Months) NAP
         
Underwritten Revenues $14,272,397        
Underwritten Expenses $11,048,776    
Underwritten Net Operating Income (NOI) $3,223,622   Escrows(2)
Underwritten Net Cash Flow (NCF) $2,652,726     Upfront Monthly
Cut-off Date LTV Ratio 67.7%   Taxes $171,195 $28,533
Maturity Date LTV Ratio 51.9%   Insurance $14,925 $7,462
DSCR Based on Underwritten NOI / NCF 1.95x / 1.60x   FF&E $0 $43,656
Debt Yield Based on Underwritten NOI / NCF 14.4% / 11.9%   Other $0 $0
           
Sources and Uses
Sources $ %    Uses     $ %
Loan Amount $22,500,000 100.0% Loan Payoff $20,385,726 90.6%
      Principal Equity Distribution 1,628,961 7.2 
      Closing Costs 299,193 1.3 
      Reserves 186,120 0.8 
Total Sources $22,500,000 100.0% Total Uses $22,500,000 100.0% 
                           

 

(1)Leasehold interest to the County of Monroe Industrial Development Agency (“IDA”)

(2)See “—Escrows” below.

 

nThe Mortgage Loan. The mortgage loan (the “Strathallan DoubleTree Loan”) is secured by a first mortgage encumbering the borrower’s fee simple interest in the 155-room Strathallan DoubleTree by Hilton located in Rochester, New York (the “Strathallan DoubleTree Property”). The Strathallan DoubleTree Loan has an outstanding principal balance as of the Cut-off Date of $22,329,301 and represents approximately 3.0% of the Initial Pool Balance. The Strathallan DoubleTree Loan was originated by Cantor Commercial Real Estate Lending, L.P. on November 20, 2015 and has an interest rate of 5.47050% per annum. The borrower utilized the proceeds of the Strathallan DoubleTree Loan to refinance the existing debt on the Strathallan DoubleTree Property, return equity to the borrower sponsor, pay closing costs and fund reserves.

 

The Strathallan DoubleTree Loan had an initial term of 120 months, and has a remaining term as of the Cut-off Date of 115 months, with a 25-year amortization schedule and a scheduled maturity due date in December 2025. Voluntary prepayment of the Strathallan DoubleTree Loan is prohibited prior to the due date in September 2025. Provided that no event of default under the Strathallan DoubleTree Loan is continuing, defeasance with direct, non-callable obligations of the United States of America is permitted on or after the first due date following the date that is two years after the securitization closing date.

 

nThe Mortgaged Property. The Strathallan DoubleTree Property is a 155-room full service hotel located in Rochester, New York. The Strathallan DoubleTree Property was purchased by the borrower for $7.5 million in January 2012. The borrower entered into a 15-year franchise agreement dated March 6, 2012 with Hilton Franchise Holding LLC that expires on March 31, 2027.

 

The Strathallan DoubleTree Property was originally constructed in 1975 as a senior housing development and subsequently renovated and reopened as the Strathallan Hotel in 1980. After the purchase of the Strathallan DoubleTree Property in 2012, it underwent a complete-renovation costing approximately $16.2 million ($104,355 per room) that included extensive upgrades to the lobby, ground area, fitness center, and the construction of an indoor pool. In June 2015, following a $1.9 million redesign on the roof, the Strathallan DoubleTree Property opened a 3,000 SF conference center/ catering hall and Hattie’s Restaurant on the ninth floor.

 

The room mix at the nine-story Strathallan DoubleTree Property consists of 95 king rooms, 45 queen rooms, 14 ADA rooms and one suite. Guestrooms feature a 37-inch HDTV with premium cable channels, free wireless high-speed internet access, DoubleTree’s Sweet Dreams Sleep Experience, microwave, coffee maker and mini refrigerators.

 

47
 

 

Strathallan DoubleTree by Hilton 

 

The Strathallan DoubleTree Property offers two food and beverage venues which include Char Steak & Lounge, a full service restaurant that offers breakfast, lunch, dinner and a late-night bar, and Hattie’s Restaurant which offers a Japanese-centric menu and late-night cocktails at the bar. Additional amenities include 7,500 SF of meeting space, a 24-hour Pavilion Pantry Market, on-site convenience store, patios, an indoor pool, fitness center and a 24-hour business center.

 

In 2014 the Strathallan DoubleTree Property won the most improved market share award as well as the DoubleTree Pride Award which is presented to the top five small and top five large performing DoubleTree hotels. In 2015 the Strathallan DoubleTree Property received TripAdvisor’s Certificate of Excellence Award which is awarded to establishments with outstanding reviews on TripAdvisor.

 

The following table presents certain information relating to the 2014 demand analysis with respect to the Strathallan DoubleTree Property based on market segmentation, as provided in the appraisal for the Strathallan DoubleTree Property:

 

Estimated 2014 Accommodated Room Night Demand(1)

 

Property  Commercial  Meeting and Group  Leisure
Strathallan DoubleTree Property  40.0%  15.0%  45.0%

 

 

(1)Source: Appraisal.

 

The following table presents certain information relating to the trailing twelve-month period through March 2016 penetration rates relating to the Strathallan DoubleTree Property, as provided in the March 2016 hospitality research report report:

 

Penetration Rates(1)

 

Year

 

Occupancy

 

ADR

 

RevPAR

TTM 3/31/2016  126.0%  167.1%  210.6%
TTM 3/31/2015  130.4%  156.6%  204.2%
TTM 3/31/2014  124.6%  149.2%  186.0%

 

 

(1)Source: March 2016 hospitality research report.

 

The following table presents certain information relating to historical occupancy, ADR and RevPAR at the Strathallan DoubleTree Property:

 

Strathallan DoubleTree Property(1)

 

  

2013

 

2014

 

2015

 

TTM 3/31/16

Occupancy  66.5%  71.7%  72.5%  72.3%
ADR  $153.79  $167.44  $167.81  $169.35
RevPAR  $102.30  $120.05  $121.66  $122.41

 

 

(1)As provided by the borrower.

 

48
 

 

Strathallan DoubleTree by Hilton 

 

nOperating History and Underwritten Net Cash Flow. The following table presents certain information relating to the historical operating performance and the Underwritten Net Cash Flow, on an aggregate basis and per room, at the Strathallan DoubleTree Property:

 

Cash Flow Analysis(1)

  

2013

 

2014

 

2015

 

TTM 3/31/2016

 

Underwritten(2)(3)

 

Underwritten
$ per Room(4)

Rooms Revenue  $5,787,634   $6,792,078   $6,882,917   $6,944,147   $6,925,174   $44,679 
Food & Beverage Revenue  3,621,868   4,332,081   6,613,117   7,182,890   7,279,136   46,962 
Other Operating Revenue  48,357   72,860   63,224   68,274   68,087   439 
Total Revenue  $9,457,859   $11,197,019   $13,559,258   $14,195,311   $14,272,397   $92,080 
                         
Room Expense  $1,246,513   $1,424,134   $1,589,156   $1,643,484   $1,638,994   $10,574 
Food & Beverage Expense  3,432,431   3,515,562   4,811,349   5,147,592   5,147,592   33,210 
Other Operating Expense  66,805   39,870   52,130   51,518   51,377   331 
Total Departmental Expense  $4,745,749   $4,979,566   $6,452,635   $6,842,594   $6,837,963   $44,116 
Total Undistributed Expense  2,784,275   3,162,448   3,688,489   3,755,596   3,735,947   24,103 
Total Fixed Expense  314,769   330,514   390,973   396,391   474,866   3,064 
Total Operating Expenses  $7,844,793   $8,472,528   $10,532,097   $10,994,581   $11,048,776   $71,282 
                         
Net Operating Income  $1,613,066   $2,724,491   $3,027,161   $3,200,730   $3,223,622   $20,798 
FF&E Reserve  378,314   447,881   542,370   567,812   570,896   3,683 
Net Cash Flow  $1,234,752   $2,276,611   $2,484,791   $2,632,917   $2,652,726   $17,114 

 

 

(1)Certain items such as straight line rent, interest expense, interest income, depreciation, amortization, debt service payments and any other non-recurring or non-operating items were excluded from the historical presentation and are not considered for the underwritten cash flow.

(2)Underwritten cash flow is based on TTM 3/31/2016 Occupancy and ADR figures of 72.3% and $169.35 respectively.

(3)Underwritten Total Fixed Expense includes the average real estate tax expense, net of the tax abatements from the PILOT program, over the Strathallan DoubleTree Loan term. See “—PILOT Program” below.

(4)Underwritten $ per Room calculations are based on 155 rooms.

 

nAppraisal. According to the appraisal dated as of October 1, 2015, the Strathallan DoubleTree Property had an “as-is” appraised value of $33,000,000.

 

nEnvironmental Matters. The Phase I environmental report dated November 20, 2015 recommended no further action at the Strathallan DoubleTree Property.

 

nMarket Overview and Competition. The Strathallan DoubleTree Property is located in the “Neighborhood of The Arts” in Rochester, New York, along Strathallan Park and the north side of East Avenue. The Strathallan DoubleTree Property is approximately 1.5 miles from Downtown Rochester, 1.5 miles from Interstate 490 and 5.5 miles from the Greater Rochester International Airport.

 

In addition to on-site amenities, the Strathallan DoubleTree Property is located near a number of notable attractions, including the Strong Museum of Play, Memorial Art Gallery, the Rochester Museum and Science Center, the Blue Cross Arena and the Seneca Park Zoo. The Strathallan DoubleTree Property is also in close proximity to Lake Erie, a major leisure destination for hiking, biking, boating and fishing.

 

The Neighborhood of The Arts is known for the Memorial Art Gallery, the Anderson Arts Building and other art-related venues such as the Auditorium Theater which hosts a wide variety of touring Broadway shows.

 

The City of Rochester has a large student population with a total enrollment of nearly 19,500 undergraduate students between the University of Rochester and Rochester Institute of Technology alone. The College Town district of Rochester, which is three miles from the Strathallan DoubleTree Property, is a 14-acre mixed-use development that was created to establish a unity between the university atmosphere of the city and the greater community. The total cost of the development was approximately $100 million and the city invested approximately $8.5 million in streetscape renovations.

 

Rochester’s 2010 population was approximately 210,000, making it the third largest city in New York following New York City and Buffalo. Rochester is home to a number of local, regional and international corporations including Eastman Kodak, Earthlink, IBM, Bausch & Lomb, Xerox, Harris Corporation, CareStream Healthcare and Golisano Children’s Hospital.

 

49
 

 

Strathallan DoubleTree by Hilton 

  

The following table presents certain information relating to the primary competition for the Strathallan DoubleTree Property:

 

Strathallan DoubleTree Competitive Set (1)

 

Property

 

Number of
Rooms

 

Year Built

 

Estimated 2014
Occupancy

 

Estimated 2014
ADR

 

Estimated 2014
RevPAR

Strathallan DoubleTree Property  155   1975   72%  $167.45   $120.05 
Radisson Hotel Rochester Riverside  460   1970   45%  75.00   33.75 
DoubleTree Rochester  249   1985   60%  125.00   75.00 
Holiday Inn Rochester Downtown  217   1969   30%  55.00   16.50 
Hyatt Regency Rochester   338   1992   70%  117.00   81.90 
Staybridge Suites Rochester University  88   2008   70%  120.00   84.00 
Renaissance the Del Monte Lodge Rochester Hotel  99   2000   65%  160.00   104.00 

 

 

(1)Source: Appraisal.

 

nThe Borrower. The borrower, 550 East Ave LLC, a New York limited liability company, is a single purpose, single asset entity. Legal counsel to the borrower delivered a non-consolidation opinion in connection with the origination of the Strathallan DoubleTree Loan. The sponsors of the borrower and non-recourse carve-out guarantors are David F. Christa and Robert C. Morgan on a joint and several basis.

 

David Christa founded Christa Construction LLC, in 1982 and since then, has completed over $5 billion of construction work. Christa Construction, LLC covers a wide range of professional services such as construction management, design/building, general construction, project/program management and real estate development. In 1989 Christa Construction, LLC opened Christa Development Corporation, a full service real estate development company that focuses on mixed-use office, flex, production and residential space.

 

Robert Morgan founded Morgan Management, LLC in 1979 and has owned and operated a residential real estate portfolio in the greater Rochester area since 1976. The real estate portfolio includes RV resorts, multi-family properties, self-storage facilities, commercial office buildings and shopping plazas.

 

nPILOT Program. The Strathallan DoubleTree Property is subject to a payment in lieu of taxes (“PILOT”) Program with the IDA, which commenced in 2013 and expires no earlier than 2023.

 

In connection with the PILOT Program, the borrower transferred its leasehold interest in the Strathallan DoubleTree Property to the IDA and the IDA leased back to the borrower the related subleasehold interest. Pursuant to the PILOT Program, the borrower receives a reduction of its real estate taxes on certain eligible improvements at the Strathallan DoubleTree Property through 2023, with tax savings phasing out at the rate of 10% per year beginning in 2013. Real estate taxes were underwritten based on the average in-place assessed values and real estate taxes, net of abatements, over the term of the Strathallan DoubleTree Loan. The leasehold interest in the Strathallan DoubleTree Property will revert back to the borrower upon expiration of the related lease agreement on April 30, 2023.

 

nEscrows. At origination, the borrower deposited $171,195 into a tax reserve account and $14,925 into an insurance reserve account.

 

On each due date, the borrower is required to make deposits of (i) one-twelfth of the required annual taxes, which currently equates to $28,533, into a tax reserve account, (ii) one-twelfth of the required insurance premiums, which currently equates to $7,462, into an insurance reserve account and (iii) a monthly FF&E reserve of one-twelfth of 4% of the projected annual gross revenues from operations of the Strathallan DoubleTree Property for the prior year, which currently equates to $43,656.

 

50
 

 

Strathallan DoubleTree by Hilton 

 

nLockbox and Cash Management. The Strathallan DoubleTree Loan is structured with a hard lockbox and springing cash management. The Strathallan DoubleTree Loan documents require the borrower to deliver notices to all tenants under leases instructing them to deliver all rents payable directly into a lender-controlled lockbox account and require that all credit card and cash revenues relating to the Strathallan DoubleTree Property and all other amounts received by the borrower or property manager with respect to the Strathallan DoubleTree Property be deposited into such lockbox account by the end of the first business day following receipt. During a Cash Management Period, amounts in the lockbox account will be applied to the payment of debt service and reserves, with any remaining amounts returned to the borrower. During a Cash Trap period, all excess amounts will remain in a lender controlled account as additional collateral for the Strathallan DoubleTree Loan.

 

A Cash Management Period and Cash Trap Period will commence on the occurrence of (i) an event of default, (ii) the failure of the borrower, principal, guarantor or manager after the end of two consecutive calendar quarters to maintain a debt service coverage ratio of at least 1.20x until the debt service coverage ratio after the end of two consecutive calendar quarters is at least equal to 1.25x.

 

nProperty Management. The Strathallan DoubleTree Property is managed by MC Management, LLC which is an affiliate of the borrower, pursuant to a management agreement.

 

nMezzanine or Additional Indebtedness. None.

 

nTerrorism Insurance. The borrower is required to maintain an “all-risk” insurance policy that provides coverage for terrorism, so long as the lender determines that either (i) prudent owners of real estate comparable to the Strathallan DoubleTree Property are maintaining such insurance, or (ii) prudent institutional lenders to such owners are requiring that such owners maintain such insurance, in an amount equal to the full replacement cost of the Strathallan DoubleTree Property, plus 18 months of business interruption coverage. The terrorism insurance is required to contain a deductible that is acceptable to the lender and is no larger than $25,000. See “Risk Factors—Terrorism Insurance May Not Be Available for All Mortgaged Properties” in the Preliminary Prospectus.

 

51
 

 

MADBURY COMMONS

 

Mortgaged Property Information     Mortgage Loan Information
Number of Mortgaged Properties 1   Loan Seller   CCRE
Location (City/State) Durham, New Hampshire   Cut-off Date Principal Balance(5)   $20,000,000
Property Type(1) Multifamily   Cut-off Date Principal Balance per Bed(3) $93,333.33
Size (Beds)(1) 525   Percentage of Initial Pool Balance   2.6%
Total Occupancy as of 11/6/2015(2) 100.0%   Number of Related Mortgage Loans   None
Owned Occupancy as of 11/6/2015(2) 100.0%   Type of Security   Fee Simple
Year Built / Latest Renovation 2015 / NAP   Mortgage Rate   4.92900%
Appraised Value $71,400,000   Original Term to Maturity (Months)   120
      Original Amortization Term (Months)   360
      Original Interest Only Period (Months)   36
           
Underwritten Revenues $6,659,528        
Underwritten Expenses $2,485,278   Escrows
Underwritten Net Operating Income (NOI) $4,174,250  

Upfront Monthly
Underwritten Net Cash Flow (NCF) $4,112,813  

Taxes

$287,612 $95,871
Cut-off Date LTV Ratio(3) 68.6%  

Insurance

$87,953 $8,795
Maturity Date LTV Ratio(3) 60.7%   Replacement Reserves $0 $5,120
DSCR Based on Underwritten NOI / NCF(3)(4) 1.33x / 1.31x  

TI/LC 

$64,278 $0
Debt Yield Based on Underwritten NOI / NCF(4) 8.5% / 8.4%   Other Reserve(6) $10,014 $0
       
  Sources and Uses      
Sources          $ % Uses   $           %
Loan Amount $49,000,000 100.0% Loan Payoff $37,138,304  75.8%
      Principal Equity Distribution 8,765,322 17.9  
      Closing Costs 2,646,516 5.4
      Reserves 449,858 0.9
Total Sources $49,000,000 100.0% Total Uses $49,000,000 100.0%
                             

 

 

(1)The collateral consists of 525 beds, as well as 42,859 SF of ground floor commercial space.

(2)The most recent occupancy does not include the retail component at the Madbury Commons Property.

(3)Calculated based on the aggregate outstanding principal balance of the Madbury Commons Loan Combination.

(4)Based on amortizing debt service payments. Based on the current interest only payments, the DSCR based on Underwritten NOI and Underwritten NCF are 1.70x and 1.68x, respectively.

(5)The Cut-off Date Principal Balance of $20,000,000 represents the non-controlling note A-2 of the $49,000,000 Madbury Commons Loan Combination, which is evidenced by two pari passu notes. The related companion loan is evidenced by the controlling note A-1, which has an outstanding principal balance as of the Cut-off Date of $29,000,000, is currently held by Cantor Commercial Real Estate Lending, L.P. and is expected to be contributed to the CFCRE 2016-C4 securitization transaction.

(6)Saxby’s Coffee rent abatement reserve, see “-Escrows” below.

 

nThe Mortgage Loan. The mortgage loan (the “Madbury Commons Loan”) is part of a loan combination (the “Madbury Commons Loan Combination”) comprised of two pari passu notes that are secured by a first mortgage encumbering the borrowers’ fee simple interest in a student housing property located in Durham, New Hampshire (the “Madbury Commons Property”). The Madbury Commons Loan (evidenced by note A-2), which represents a non-controlling interest in the Madbury Commons Loan Combination, has an outstanding principal balance as of the Cut-off Date of $20,000,000 and represents approximately 2.6% of the Initial Pool Balance. The related companion loan evidenced by note A-1, which represents the controlling interest in the Madbury Commons Loan Combination, has an outstanding principal balance as of the Cut-Off date of $29,000,000, is currently held by Cantor Commercial Real Estate Lending, L.P. and is expected to be contributed to the CFCRE 2016-C4 securitization transaction. The Madbury Commons Loan Combination was originated by Cantor Commercial Real Estate L.P. on December 15, 2015. The Madbury Commons Loan Combination has an original principal balance $49,000,000 and each note has an interest rate of 4.92900% per annum. The borrower utilized the proceeds of the Madbury Commons Loan Combination to refinance the existing debt on the Madbury Commons Property, fund reserves, pay origination costs and return equity to the borrower sponsor.

 

The Madbury Commons Loan had an initial term of 120 months and has a remaining term of 116 months. The Madbury Commons Loan requires interest only payments on each due date through and including the due date in January 2019, after which it requires monthly payments of interest and principal sufficient to amortize the loan over a 30-year amortization schedule. The scheduled maturity date is the due date in January 2026. Voluntary prepayment of the Madbury Commons Loan is prohibited prior to the due date in August 2025. Defeasance of the Madbury Commons Loan with direct, non-callable obligations of the United States of America or other obligations which are “government securities” permitted under the loan documents is permitted at any time on or after the first due date following the second anniversary of the securitization Closing Date.

 

52
 

 

MADBURY COMMONS

 

nThe Mortgaged Property. The Madbury Commons Property is a Class A, student housing property totaling 525 beds (126 units), located in Durham, New Hampshire. The Madbury Commons Property is situated adjacent to the University of New Hampshire (“UNH”) campus. The newly constructed property was developed in 2015, and features four first-floor retail spaces totaling 42,859 SF in addition to the 126 residential units. The Madbury Commons Property is located across the street from the student union, as well as the new Paul College of Business. All academic buildings as well as the athletic facilities are within walking distance of the Madbury Commons Property.

 

The residential component of the Madbury Commons Property features unit types ranging from two to six bedrooms, with an average unit size of approximately 1,065 SF Each unit is furnished. Amenities include a washer/dryer, a flat screen television, stainless steel appliances, granite countertops, climate control and a video intercom system. Utilities, cable television, and Wi-Fi are also included in the rent. Additionally, the borrower plans to open a new on-site fitness center in the summer of 2016.

 

As of November 6, 2015, the student housing component of the Madbury Commons Property was 100% leased for the 2015/2016 school year with parental guarantees on most of the leases.

 

The retail component of the Madbury Commons Property features four, ground-floor commercial units. As of December 1, 2015, the retail component was 94.2% occupied by UNH, Saxbys Coffee, and Kennebunk Savings Bank.

 

The following table presents certain information relating to the units and rent at the Madbury Commons Property:

 

Unit Type

 

# of Beds(1)

 

Average SF per
Unit(1)

 

Monthly Market
Rent per Bed(2)

 

Monthly Actual
Rent per Bed(1)

 

Underwritten
Monthly Rent

 

Total Underwritten Annual Rent

2 Bedroom / 1 Bath   5   727     $1,011     $980     $4,900     $58,800  
3 Bedroom / 1 Bath   23   842     973     955     21,955     263,460  
3 Bedroom / 2 Bath   28   1028     932     911     25,520     306,240  
4 Bedroom / 2 Bath   378   1,038     935     916     346,185     4,154,220  
5 Bedroom / 2 Bath   79   1,358     947     919     72,570     870,840  

6 Bedroom / 2 Bath

  12   1,390     970     915     10,980     131,760  
Total / Wtd. Avg.   525     1,065     $940     $918     $482,110     $5,785,320  

 

 
(1)Source: Unit mix provided by the borrower for the 2015/2016 school year.

(2)Source: Appraisal.

 

53
 

 

MADBURY COMMONS

 

nOperating History and Underwritten Net Cash Flow. The following table presents certain information relating to the historical operating performance and the Underwritten Net Cash Flow at the Madbury Commons Property:

 

Cash Flow Analysis(1)

 

   

T-3 1/31/2016
Annualized

 

Underwritten

 

Underwritten
$ per Bed(2)

Residential Gross Potential Rent(3)   $5,814,700   $5,785,320   $11,020
Residential Vacancy(4)  

0

 

(289,266)

 

(551)

Residential Net Rental Income   $5,814,700   $5,496,054   $10,469
Commercial Income(5)   801,380   1,077,167   2,052
Commercial Vacancy(6)  

0

 

(71,193)

 

(136)

Commercial Net Rental Income   $801,380   $100,5974   $1,916
Other Income  

12,820

 

157,500

 

300

Effective Gross Income   $6,628,900   $6,659,528   $12,685
             
Total Operating Expenses   $1,581,984   $2,485,278   $4,734
             
Net Operating Income   $5,046,916   $4,174,250   $7,951
Replacement Reserves  

0

 

61,437

 

117

Net Cash Flow   $5,046,916   $4,112,813   $7,834

 

 
(1)Construction on the Madbury Commons Property was completed in August 2015. As such, historical financials are not applicable.
(2)The Madbury Commons Property contains 525 beds.
(3)Residential Gross Potential Rent is based on the in-place rent roll for the 2015/2016 school year.
(4)Residential Vacancy represents 5.0% of gross potential rent. The residential portion of the Madbury Commons Property is currently 100% occupied and the appraisal concluded an economic vacancy rate of 4.0%.
(5)Commercial Income is based on executed leases with UNH, Saxbys Coffee and Kennebunk Savings Bank. UNH’s UW rent was averaged over the Madbury Commons Loan term.
(6)Represents the in-place commercial economic vacancy.

 

nAppraisal. According to the appraisal, the Madbury Commons Property had an “as-is” appraised value of $71,400,000 as of an effective date of November 9, 2015.

 

nEnvironmental Matters. The Phase I environmental report dated November 17, 2015 recommended no further action at the Madbury Commons Property.

 

nMarket Overview and Competition. The Madbury Commons Property is located in Durham, New Hampshire, adjacent to the UNH campus. Founded in 1866, UNH is the largest university in New Hampshire with a student population of 14,891 as of 2015. Additionally, UNH is a large employer in the Durham metropolitan statistical area, employing over approximately 4,000 staff members. In 2015, the population and median household income in Durham, New Hampshire were 15,290 and $71,582, respectively.

 

As of November 6, 2015, there were currently 14,891 students enrolled at the UNH Durham Campus. On-campus housing at UNH currently features 28 residence halls containing approximately 6,000 beds. This allows only approximately 40% of the student body to live on campus. The average monthly rent at the Madbury Commons Property is $918 per bed. The appraisal concluded an average monthly rent of $941 per bed for the Madbury Commons Property, which is based on either the average pre-leased rent for the 2016/2017 school year or a 2.0% increase over the in-place rents. In addition, 97% of the beds at the Madbury Commons Property are preleased for the 2016/2017 school year as of April 4, 2016.

 

54
 

 

MADBURY COMMONS

 

The following table presents certain information relating to the primary competition for the Madbury Commons Property:

 

Competitive Set(1)

 

   

Madbury
Commons

 

University
Edge Main St

 

The Lodges
at West

 

10 Pette
Brooke

 

Cottages of
Durham

 

University
Downtown

 

Rivers Edge
Apartments

Walk to Campus (Minutes)   5   8   23   5   38   7   32
Year Built   2015   2015   2014   2013   2011   2010   2009
Occupancy   100%   96%   100%   100%   98%   100%   100%
No. of Beds   525   197   460   60   619   120   112
No. Of Units   126   54   143   15   141   26   48
Avg. SF per Unit   1,065   1,318   1,115   1,387   1,383   1,060   1,066
Avg. Monthly Rent per Bed   $918   $895   $989   $856   $806   $756   $730

 

 

(1)Source : Appraisal.

 

nThe Borrower. The borrower is GP Madbury 17, LLC a single purpose, New Hampshire limited liability company, structured to be bankruptcy-remote, with one independent director in its organizational structure. The sponsors of the borrower and the non-recourse carveout guarantors are Eamonn T. Healy, Kenneth Rubin and Barrett Bilotta on a joint and several basis.

 

Eamonn T. Healy, Kenneth Rubin and Barrett Bilotta are the principals of Golden Goose Capital, a developer, owner and manager of student housing properties. Golden Goose Capital maintains a portfolio of student housing properties around the campus of UNH totaling 788 beds. The borrower sponsors developed the Madbury Commons Property for a total cost of $45.2 million.

 

nEscrows. At origination, the borrower deposited (i) $287,612 into a tax reserve account, (ii) $87,953 into an insurance reserve account, (iii) $64,278 into a TI/LC reserve account and (iv) $10,014 into a Saxbys Coffee rent abatement account.

 

On a monthly basis, the borrower is required to deposit reserves of (i) one-twelfth of the estimated annual real estate taxes, which currently equates to $95,871, into a tax reserve account, (ii) one-twelfth of the annual insurance premiums, which currently equates to $8,795, into an insurance reserve account and (iii) $5,120 (approximately $117 per bed annually) into a replacement reserve account. Additionally, on each due date during a Lease Sweep Period (as defined below), all excess cash will be deposited into a lease sweep reserve account.

 

nLockbox and Cash Management. The Madbury Commons Loan is structured with a springing hard lockbox and springing cash management. A hard lockbox and in place cash management is required during a Cash Management Period (as defined below). The Madbury Commons Loan documents require, upon the occurrence of a Cash Management Period, the borrower to establish and maintain a lockbox account for the sole benefit of the lender. During a Cash Management Period, the Madbury Commons Loan documents require that all rents received by the borrower are required to be deposited into the lender-controlled lockbox account within two days after receipt. On each due date during the continuance of a Cash Management Period, the Madbury Commons Loan documents require that all amounts on deposit in the cash management account after payment of debt service, required reserves and operating expenses be remitted to a borrower account unless an event of default has occurred in which case all remaining amounts will be reserved in an excess cash flow reserve as additional collateral. During the continuance of an event of default, funds on deposit in the cash management account may be applied by the lender in such order and priority as it determines in its sole discretion.

 

A “Cash Management Period” will occur upon (i) an event of default, (ii) a bankruptcy action of the borrower, managing member of the borrower, guarantor or property manager, (iii) the failure of the borrower after the end of two consecutive calendar quarters to maintain an actual debt service coverage ratio of at least 1.10x until the debt service coverage ratio is at least equal to 1.15x for two consecutive calendar quarters or (iv) the occurrence of a Lease Sweep Period.

 

55
 

 

MADBURY COMMONS

 

A “Lease Sweep Period” will occur upon the first monthly payment date following (i) the date that the Lease Sweep Lease is surrendered, cancelled or terminated prior to its then current expiration date, (ii) receipt by the borrower of notice from the tenant under the Lease Sweep Lease (such tenant, a “Lease Sweep Tenant”) that it intends to exercise any right of early termination, (iii) the date that a Lease Sweep Tenant goes dark, fails to open for business during customary hours or fails to be in physical possession of its space, (iv) a default under the Lease Sweep Lease that continues beyond any applicable notice or cure period or (v) the occurrence of a Lease Sweep Tenant insolvency proceeding.

 

A “Lease Sweep Lease” means (i) the UNH lease and/or (ii) any replacement tenant lease with respect to the space demised pursuant to the UNH lease.

 

nProperty Management. The Madbury Commons Property is managed by Golden Goose Property Management, LLC, a New Hampshire limited liability company and an affiliate of the borrower.

 

nMezzanine or Secured Subordinate Indebtedness. Not permitted.

 

nTerrorism Insurance. The borrower is required to maintain an “all-risk” insurance policy that provides coverage for terrorism, so long as the lender determines that either (i) prudent owners of real estate comparable to the Madbury Commons Property are maintaining such insurance, or (ii) prudent institutional lenders to such owners are requiring that such owners maintain such insurance, in an amount equal to the full replacement cost of the Madbury Commons Property. See “Risk Factors—Terrorism Insurance May Be Unavailable or Insufficient” in the Preliminary Prospectus..

 

56
 

 

PLUMTREE APARTMENTS 

 

Mortgaged Property Information   Mortgage Loan Information
Number of Mortgaged Properties 1   Loan Seller   CGMRC
Location (City/State) Lansing, Michigan   Cut-off Date Principal Balance   $17,175,000
Property Type Multifamily   Cut-off Date Principal Balance per SF   $42,302.96
Size (Units) 406   Percentage of Initial Pool Balance   2.3%
Total Occupancy as of 1/21/2016 94.6%   Number of Related Mortgage Loans   None
Owned Occupancy as of 1/21/2016 94.6%   Type of Security   Fee Simple
Year Built / Latest Renovation 1968, 1970 / NAP   Mortgage Rate   5.13000%
Appraised Value $20,750,000   Original Term to Maturity (Months)   120
      Original Amortization Term (Months)   360
      Original Interest Only Term (Months) 60
Underwritten Revenues $3,436,917    
Underwritten Expenses $1,750,596   Escrows
Underwritten Net Operating Income (NOI) $1,686,321     Upfront Monthly
Underwritten Net Cash Flow (NCF) $1,584,821   Taxes $155,175 $25,863
Cut-off Date LTV Ratio(1) 69.8%   Insurance $0 $0
Maturity Date LTV Ratio(1) 64.5%   Replacement Reserve(2) $2,475,000 $8,458
DSCR Based on Underwritten NOI / NCF 1.50x / 1.41x   TI/LC $0 $0
Debt Yield Based on Underwritten NOI / NCF 9.8% / 9.2%   Other $0 $0
             
Sources and Uses
Sources   $           % Uses $ %
Loan Amount $17,175,000           73.2% Purchase Price $20,200,000 86.0%
Principal’s Equity Contribution 6,254,331           26.6    Reserves     2,630,175 11.2   
Other Sources 47,500           0.2  Closing Costs        646,656 2.8
           
Total Sources $23,476,831           100.0% Total Uses $23,476,831 100.0%
                                       

 

 

(1)The Cut-off Date LTV Ratio and Maturity Date LTV Ratio are calculated based on the “prospective stabilized/completed renovations” appraised value of $24,600,000 as of February 1, 2018. The Cut-off Date LTV Ratio and Maturity Date LTV Ratio calculated based on the “as-is” appraised value of $20,750,000 are 82.8% and 76.5%, respectively. See “—Appraisal” below.

(2)The $2,475,000 in Upfront Replacement Reserve is for planned capital upgrades at the Plumtree Apartments Property. See “—Escrows” below.

 

nThe Mortgage Loan. The mortgage loan (the “Plumtree Apartments Loan”) is evidenced by a note in the original principal amount of $17,175,000 secured by a first mortgage encumbering the borrower’s fee simple interest in a 406-unit multifamily complex located in Lansing, Michigan (the “Plumtree Apartments Property”). The Plumtree Apartments Loan was originated by Citigroup Global Markets Realty Corp. on March 29, 2016 and represents approximately 2.3% of the Initial Pool Balance. The note evidencing the Plumtree Apartments Loan has an outstanding principal balance as of the Cut-off Date of $17,175,000 and an interest rate of 5.13000% per annum. The proceeds of the Plumtree Apartments Loan were primarily used to finance the acquisition of the Plumtree Apartments Property, fund reserves and pay origination costs.

 

The Plumtree Apartments Loan had an initial term of 120 months and has a remaining term of 119 months as of the Cut-off Date. The Plumtree Apartments Loan requires monthly payments of interest only during the first five years of its term. The scheduled maturity date of the Plumtree Apartments Loan is the due date in April 2026. Provided that no event of default has occurred and is continuing under the Plumtree Apartments Loan documents, at any time after the second anniversary of the securitization Closing Date, the Plumtree Apartments Loan may be defeased with certain direct full faith and credit obligations of the United States of America or other obligations which are “government securities” permitted under the Plumtree Apartments Loan documents. Provided that no event of default has occurred and is continuing under the Plumtree Apartments Loan documents, voluntary prepayment of the Plumtree Apartments Loan in whole is permitted on or after the due date occurring in January 2026 without payment of any prepayment premium.

 

nThe Mortgaged Property. The Plumtree Apartments Property is a 406-unit garden-style multifamily property built in 1968 and 1970 on approximately 27.20 acres. The Plumtree Apartments Property is comprised of thirty-six three-story buildings and an on-site leasing office, which houses an indoor swimming pool. The unit mix at the Plumtree Apartments Property includes 64 1-bedroom 1-bathroom garden units (665 SF); 204 2-bedroom 1-bathroom garden units (900 SF); 50 2-bedroom 1.5-bathroom garden units (950 SF); and 88 3-bedroom 1.5-bathroom garden units (1,200 SF).

 

57
 

 

PLUMTREE APARTMENTS 

  

Subsequent to acquisition, the borrower commenced renovations at the Plumtree Apartments Property with an expected total cost of approximately $3,200,000 ($7,882/unit). The renovations include interior unit upgrades for the flooring, cabinets, counters, lighting, hardware, plumbing, and appliances on 40% of the units, along with new roofs on select buildings, windows throughout, clubhouse/pool area upgrades and other various improvements to the hallways, brick work, parking lot, lighting, balconies, trim, HVAC, and signage. The upgrades are expected to take two years to complete. The lender has held back a reserve in the amount of $2,475,000 upfront to fund these capital expenditures (“Designated Replacement Reserve Funds”). The remainder of the cost is expected to be funded from borrower equity.

 

The following table presents certain information relating to the units and rents at the Plumtree Apartments Property:

 

Unit Type

 

Occupied
Units(1)

 

Vacant
Units(1)

 

Total
Units(1)

 

Average
SF per
Unit(1)

 

Monthly
Market Rent
per Unit(2)

 

Yearly
Market
Rent(2)

 

Average
Monthly
Actual Rent
per Unit(1)

 

Average
Yearly
Actual
Rent(1)

1 Bed / 1 Bath  58   6   64   664   $615   $472,320   $613   $426,480 
2 Bed / 1 Bath  193   11   204   896   $710   1,738,080   $703   1,629,300 
2 Bed / 1.5 Bath  47   3   50   950   $755   456,600   $752   424,080 
3 Bed / 1.5 Bath  86   2   88   1,166   $850   902,400   $831   857,112 
Total / Wtd. Avg.  384   22   406   925   $731   $3,569,400   $724   $3,336,972 

 

 

(1)As provided by the borrower per January 21, 2016 rent roll.

(2)As provided in the appraisal.

 

The following table presents certain information relating to historical leasing at the Plumtree Apartments Property:

 

Historical Leased %(1)

 

  

2012

 

2013

 

2014

 

2015

 

As of
1/21/2016

Owned Space  95.3%  94.8%  94.8%  95.6%  94.6%

 

 
(1)As provided by the borrowers and which reflects average occupancy for the specified year unless otherwise indicated.

 

nOperating History and Underwritten Net Cash Flow. The following table presents certain information relating to the historical operating performance and the Underwritten Net Cash Flow at the Plumtree Apartments Property:

 

Cash Flow Analysis(1)

 

   2012  2013  2014  2015  TTM 2/28/2016  Underwritten  Underwritten
$ per Unit
Base Rent  $2,799,827   $2,910,683   $3,097,435   $3,232,325   $3,251,821   $3,336,972   $8,219 
Gross Up Vacancy  0   0   0   0   0   185,580   $457 
Gross Potential Rent  $2,799,827   $2,910,683   $3,097,435   $3,232,325   $3,251,821   $3,522,552   $8,676 
Vacancy, Credit Loss & Concessions  0   0   0   0   0   (270,731)  (667)
Total Rent  $2,799,827   $2,910,683   $3,097,435   $3,232,325   $3,251,821   $3,251,821   $8,009 
Other Income(2)  141,286   160,604   183,633   183,963   185,096   185,096   456 
Effective Gross Income  $2,941,113   $3,071,287   $3,281,068   $3,416,288   $3,436,917   $3,436,917   $8,465 
                             
Real Estate Taxes  $288,785   $288,782   $284,288   $293,219   $294,447   $354,686   $874 
Insurance  152,423   194,018   209,756   185,670   181,511   93,937   231 
Management Fee  117,645   122,851   131,243   136,652   137,477   137,477   339 
Other Expenses  1,104,287   1,135,629   1,225,903   1,278,232   1,222,087   1,164,497   2,868 
Total Operating Expenses  $1,663,140   $1,741,280   $1,851,190   $1,893,773   $1,835,522   $1,750,596   $4,312 
                             
Net Operating Income  $1,277,973   $1,330,007   $1,429,878   $1,522,515   $1,601,395   $1,686,321   $4,153 
Replacement Reserves  0   0   0   0   0   101,500   250 
Net Cash Flow  $1,277,973   $1,330,007   $1,429,878   $1,522,515   $1,601,395   $1,584,821   $3,903 

 

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

(2)Other Income includes administrative fees, cable TV income, carports, court charges, damage charges, late charges, laundry, and pet charges.

 

58
 

 

PLUMTREE APARTMENTS 

  

nAppraisal. According to the appraisal, the Plumtree Apartments Property had an “as-is” appraised value of $20,750,000 as of February 4, 2016 and a “prospective stabilized/completed renovations” appraised value of $24,600,000 as of February 1, 2018 which assumes completion of renovations to the Plumtree Apartments Property.

 

nEnvironmental Matters. Based on the Phase I environmental report dated February 11, 2016, there were no recommendations for further action for the Plumtree Apartments Property other than the recommendation for the implementation of an asbestos O&M plan.

 

nMarket Overview and Competition. The Plumtree Apartments Property is located in Lansing, Michigan. Lansing is approximately 60 miles southeast of Grand Rapids and approximately 80 miles northwest of Detroit. The Plumtree Apartments Property is specifically located on the north side of West Michigan Avenue approximately 3.5 miles to the west of the Lansing Central Business District and in close proximity to several major highways including the I-69 Business Route, I-69/West Saginaw Highway interchange and I-496/I-69 interchange. The immediate neighborhood is mature and consists of residential, office, and retail developments. The nearest shopping facilities serving the area are located directly north of the Plumtree Apartments Property and are within walking distance.

 

Lansing has become a hub for insurance companies in the Midwest, with the industry accounting for over 15,000 employees in the Lansing area. The headquarters of six insurance companies are located within Lansing. Further, Lansing is home to several large colleges and universities including Michigan State University and Lansing Community College. According to a third party report, the population within a 1-, 3-, and 5-mile radius is 9,098, 47,712, and 116,548, respectively, and the average household income is $58,963, $62,766, and $54,648, respectively.

 

The appraisal identified a competitive set of seven multifamily properties within 2.1 miles of the Plumtree Apartments Property. The properties ranged in size from 52 units to 456 units for an average of 207 units, with occupancy rates ranging from 90.4% to 98.6% for a weighted average of 96.1%. Rental rates at the competitive properties ranged from $484 per unit to $1,230 per unit for an average range of $615 per unit to $893 per unit.

 

The following table presents certain information relating to certain residential lease comparables provided in the appraisal for the Plumtree Apartments Property:

 

Competitive Set(1)

 

   Village
Green of
Lansing Apts
  Delta Square
Apts
  Newberry
Apartments
  Verndale
Apartments
  Ramblewood
Apts
  Crimson
Cove
  Devonshire
on Canal
Apts
Location  Lansing, MI  Lansing, MI  Lansing, MI  Lansing, MI  Lansing, MI  Lansing, MI  Lansing, MI
Year Built  1973  1977  1986  1980  1976  1971  1972
Number of Units  353  144  110  72  456  52  264
Occupancy %  95.8%  98.4%  94.7%  98.6%  98.0%  90.4%  93.0%
Average Quoted Rents
$/SF/Month
  $0.85 - $1.15  $0.73 - $0.87  $0.82 - $1.68  $0.78 - $0.98  $0.69 -$0.91  $0.75 - $1.46  $0.77 - $1.00

 

 
(1)Source: Appraisal.

 

nThe Borrower. The borrower is Plumtree Apartment Associates, LLC, a single-purpose, single-asset Delaware limited liability company. The guarantor of the non-recourse carveouts is Alan Hayman.

 

Alan Hayman is one of the principals of The Hayman Company, a privately owned commercial real estate organization founded in 1965. The company is headquartered in suburban Detroit and has satellite offices in Chicago and Dallas with a total of 450 employees nationwide. The company’s focus includes acquisitions and investments, property management and leasing, receivership services for lenders and special servicers, and asset management. The company owns or manages in excess of 16 million square feet of commercial properties and over 40,000 apartments in 24 states.

 

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PLUMTREE APARTMENTS 

 

nEscrows. On the origination date of the Plumtree Apartments Loan, the borrower funded a reserve of (i) $155,175 for real estate taxes and (ii) $2,475,000 for Designated Replacement Reserve Funds.

 

On each due date, the borrower is required to pay to the lender: (i) one-twelfth of the taxes that the lender estimates will be payable over the then succeeding 12-month period, initially $25,863, (ii) at the option of the lender, if the liability or casualty policy maintained by the borrower does not constitute an approved blanket or umbrella insurance policy under the Plumtree Apartments Loan documents, an insurance reserve in an amount equal to one-twelfth of the amount that the lender estimates will be necessary to pay insurance premiums over the then-succeeding 12-month period and (iii) a replacement reserve in the amount of $8,458.

 

nLockbox and Cash Management. The Plumtree Apartments Loan documents require a springing lockbox with springing cash management. The Plumtree Apartments Loan documents require the borrower, upon the first occurrence of a Trigger Period, to establish a lender-controlled lockbox account and direct the property manager to deposit all rents directly to such lender-controlled lockbox account and require that all other money received by the borrower with respect to the Plumtree Apartments Property be promptly deposited into such lockbox account. So long as a Trigger Period is not in effect, all funds in the lockbox account are required to be swept and remitted on each business day to the borrower’s operating account. During the continuance of a Trigger Period, all funds in the lockbox account are required to be transferred on each business day to a lender-controlled cash management account, and if no event of default under the Plumtree Apartments Loan documents is continuing, applied to pay debt service and operating expenses of the Plumtree Apartments Property and to fund required reserves in accordance with the Plumtree Apartments Loan documents. After the foregoing disbursements are made and so long as a Trigger Period is continuing, all excess cash is trapped in an excess cash account and held as additional collateral for the Plumtree Apartments Loan. During the continuance of an event of default under the Plumtree Apartments Loan documents, the lender may apply any funds in the cash management account to amounts payable under the Plumtree Apartments Loan and/or toward the payment of expenses of the Plumtree Apartments Property, in such order of priority as the lender may determine.

 

A “Plumtree Apartments Trigger Period” means a period commencing upon the earliest of (i) the occurrence and continuance of an event of default under the Plumtree Apartments Loan documents and continuing until the same is cured, or (ii) the trailing 12-month debt service coverage ratio being less than 1.15x and continuing until the debt service coverage ratio is equal to or greater than 1.20x for two consecutive calendar quarters.

 

nProperty Management. The Plumtree Apartments Property is currently managed by The Hayman Company, an affiliate of the borrower. Under the Plumtree Apartments Loan documents, the borrower may terminate and replace the property manager if, among other conditions, no event of default is continuing and the applicable replacement property manager is approved by the lender in writing (which approval may be conditioned upon the lender’s receipt of a Rating Agency Confirmation). The lender has the right to replace the property manager upon (i) an event of default under the Plumtree Apartments Loan documents, (ii) an involuntary bankruptcy or insolvency proceeding not dismissed within 90 days or a voluntary bankruptcy or insolvency proceeding with respect to the property manager, or (iii) a continuing default by the property manager under the management agreement beyond all notice and cure periods.

 

nMezzanine or Subordinate Indebtedness. Not permitted.

 

nTerrorism Insurance. The borrower is required to maintain an “all-risk” insurance policy that provides coverage for terrorism in an amount equal to the full replacement cost of the Plumtree Apartments Property providing for a deductible no more than $25,000 (plus 12 months of rental loss and/or business interruption coverage and an additional period of indemnity covering the 6 months following restoration). See “Risk Factors—Terrorism Insurance May Not Be Available for All Mortgaged Properties” in the Preliminary Prospectus.

 

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