FWP 1 n3030-x5_ts.htm FREE WRITING PROSPECTUS

    FREE WRITING PROSPECTUS
    FILED PURSUANT TO RULE 433
    REGISTRATION FILE NO.: 333-257991-04
     

 

 

 

 

Free Writing Prospectus

Structural and Collateral Term Sheet

 

$531,901,217

(Approximate Initial Pool Balance)

 

$467,408,000

(Approximate Aggregate Certificate Balance of Offered Certificates)

 

Wells Fargo Commercial Mortgage Trust 2022-C62

as Issuing Entity

 

Wells Fargo Commercial Mortgage Securities, Inc.

as Depositor

 

LMF Commercial, LLC

Argentic Real Estate Finance LLC

BSPRT CMBS Finance, LLC

UBS AG

Wells Fargo Bank, National Association

as Sponsors and Mortgage Loan Sellers

 

 

 

Commercial Mortgage Pass-Through Certificates
Series 2022-C62

 

 

 

March 28, 2022

 

WELLS FARGO
SECURITIES

 

Co-Lead Manager and

Joint Bookrunner

UBS SECURITIES LLC

 

 

Co-Lead Manager and

Joint Bookrunner

     

Academy Securities

Co-Manager

Drexel Hamilton

Co-Manager

Siebert Williams Shank

Co-Manager

 

 

 

 

 

STATEMENT REGARDING THIS FREE WRITING PROSPECTUS

 

The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-257991) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing entity and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the depositor, any underwriter, or any dealer participating in the offering will arrange to send you the prospectus after filing if you request it by calling toll free 1-800-745-2063 (8 a.m. – 5 p.m. Eastern Time) or by emailing wfs.cmbs@wellsfargo.com.

 

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herein is preliminary as of the date hereof, supersedes any such information previously delivered to you and will be superseded by any such information subsequently delivered and ultimately by the final prospectus relating to the securities.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

 

This free writing prospectus has been prepared by the underwriters for information purposes only and does not constitute, in whole or in part, a prospectus for the purposes of (i) Regulation (EU) 2017/1129 (as amended), (ii) such Regulation as it forms part of UK domestic law, or (iii) Part VI of the UK Financial Services and Markets Act 2000, as amended; and does not constitute an offering document for any other purpose.

 

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

 

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

 

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

 

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

 

IMPORTANT NOTICE REGARDING THE OFFERED CERTIFICATES

 

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

 

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

 

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

 

IMPORTANT NOTICE RELATING TO AUTOMATICALLY-GENERATED EMAIL DISCLAIMERS

 

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

 

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

 

2 

 

 

Wells Fargo Commercial Mortgage Trust 2022-C62   Certificate Structure
 

 

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

Approximate

Initial Available Certificate Balance or Notional Amount(2)

Approximate Initial Retained  Certificate Balance or Notional Amount(2)(3) Approx. Initial Credit Support(4) Pass-Through Rate Description Weighted Average Life (Years)(5) Expected Principal Window(5) Certificate Principal to Value Ratio(6) Certificate Principal U/W NOI Debt Yield(7)
Offered Certificates        
A-1 AAAsf/AAA(sf)/Aaa(sf)  $6,056,000  $5,837,000  $219,000 30.000% (8) 2.49 5/22–2/27 40.8% 15.9%
A-2 AAAsf/AAA(sf)/Aaa(sf)  $38,861,000  $37,462,000  $1,399,000 30.000% (8) 4.87 2/27-3/27 40.8% 15.9%
A-SB AAAsf/AAA(sf)/Aaa(sf)  $11,189,000  $10,786,000  $403,000 30.000% (8) 7.23 3/27-9/31 40.8% 15.9%
A-3(9) AAAsf/AAA(sf)/Aaa(sf) (9)(10) (9)(10) (9)(10) 30.000% (8) (10) (10) 40.8% 15.9%
A-4(9) AAAsf/AAA(sf)/Aaa(sf) (9)(10) (9)(10) (9)(10) 30.000% (8) (10) (10) 40.8% 15.9%
X-A AAAsf/AAA(sf)/Aaa(sf)  $372,330,000(11)  $358,926,000(11)  $13,404,000(11) N/A Variable(12) N/A N/A N/A N/A
X-B A-sf/AAA(sf)/NR  $95,078,000(13)  $91,655,000(13)  $3,423,000(13) N/A Variable(14) N/A N/A N/A N/A
A-S(9) AAAsf/AAA(sf)/Aa2(sf)  $46,542,000(9)  $44,866,000(9)  $1,676,000(9) 21.250% (8) 9.91 3/32-3/32 45.8% 14.2%
B(9) AA-sf/AA-(sf)/NR  $24,600,000(9)  $23,714,000(9)  $886,000(9) 16.625% (8) 9.91 3/32-3/32 48.5% 13.4%
C(9) A-sf/A-(sf)/NR  $23,936,000(9)  $23,074,000(9)  $862,000(9) 12.125% (8) 9.95 3/32-4/32 51.2% 12.7%
Non-Offered Certificates                
X-D BBB-sf/BBB-(sf)/NR  $24,600,000(15)  $23,714,000(15)  $886,000(15) N/A Variable(16) N/A N/A N/A N/A
X-F BB-sf/NR/NR  $15,292,000(17)  $14,741,000(17)  $551,000(17) N/A Variable(18) N/A N/A N/A N/A
D BBBsf/BBB(sf)/NR  $15,292,000  $14,741,000  $551,000 9.250% (8) 9.99 4/32–4/32 52.8% 12.3%
E BBB-sf/BBB-(sf)/NR  $9,308,000  $8,972,000  $336,000 7.500% (8) 9.99 4/32–4/32 53.9% 12.1%
F BB-sf/NR/NR  $15,292,000  $14,741,000  $551,000 4.625% (8) 9.99 4/32–4/32 55.5% 11.7%
G-RR B-sf/NR/NR  $5,319,000  $5,127,000  $192,000 3.625% (8) 9.99 4/32–4/32 56.1% 11.6%
H-RR NR/NR/NR  $19,282,216  $18,587,216  $695,000 0.000% (8) 9.99 4/32–4/32 58.2% 11.1%
Notes:
(1) The expected ratings presented are those of Fitch Ratings, Inc. (“Fitch”), Kroll Bond Rating Agency, LLC (“KBRA”) and Moody’s Investors Service, Inc. (“Moody’s”), which the depositor hired to rate the Offered Certificates.  One or more other nationally recognized statistical rating organizations that were not hired by the depositor may use information they receive pursuant to Rule 17g-5 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise, to rate or provide market reports and/or published commentary related to the Offered Certificates.  We cannot assure you as to what ratings a non-hired nationally recognized statistical rating organization would assign or that its reports will not express differing, possibly negative, views of the mortgage loans and/or the Offered Certificates.  The ratings of each Class of Offered Certificates address the likelihood of the timely distribution of interest and, except in the case of the Class X-A, X-B, X-D and X-F Certificates, the ultimate distribution of principal due on those Classes on or before the Rated Final Distribution Date.  See “Risk Factors—Other Risks Relating to the Certificates—Nationally Recognized Statistical Rating Organizations May Assign Different Ratings to the Certificates; Ratings of the Certificates Reflect Only the Views of the Applicable Rating Agencies as of the Dates Such Ratings Were Issued; Ratings May Affect ERISA Eligibility; Ratings May Be Downgraded” and “Ratings” in the Preliminary Prospectus, expected to be dated March 28, 2022 (the “Preliminary Prospectus”). Fitch, KBRA and Moody’s have informed us that the “sf” designation in their ratings represents an identifier for structured finance product ratings.
(2) The Certificate Balances and Notional Amounts set forth in the table are approximate. The actual initial Certificate Balances and Notional Amounts may be larger or smaller in connection with any variation in the Certificate Balance of the VRR Interest and/or the Horizontal Risk Retention Certificates following the calculation of the actual fair value of all of the ABS interests (as such term is defined in the Credit Risk Retention Rules) issued by the issuing entity, as described under “Credit Risk Retention” in the Preliminary Prospectus. The actual initial Certificate Balances and Notional Amounts also depend on the initial pool balance of the mortgage loans definitively included in the pool of mortgage loans, which aggregate cut-off date balance may be as much as 5% larger or smaller than the amount presented in the Preliminary Prospectus.  In addition, the Notional Amounts of the Class X-A, X-B, X-D and X-F Certificates may vary depending upon the final pricing of the Classes of Principal Balance Certificates (as defined below) or trust components whose Certificate Balances comprise such Notional Amounts, and, if, as a result of such pricing, the pass-through rate of any of the class of the Class X-A, X-B, X-D and X-F Certificates, as applicable, would be equal to zero at all times, such Class of Certificates may not be issued on the closing date of this securitization.
(3) On the closing date, the Certificates with the initial Certificate Balances or Notional Amounts, as applicable, set forth in the table above under “Approximate Initial Retained Certificate Balance or Notional Amount” (such Certificates, collectively the “VRR Interest”) are expected to be purchased for cash from the underwriters by a majority-owned affiliate of Argentic Real Estate Finance LLC (a sponsor and affiliate of the special servicer), as the “retaining sponsor” (as such term is defined in the Credit Risk Retention Rules), as further described in “Credit Risk Retention” in the Preliminary Prospectus.
(4) The approximate initial credit support with respect to the Class A-1, A-2, A-SB, A-3 and A-4 Certificates represents the approximate credit enhancement for the Class A-1, A-2, A-SB, A-3 and A-4 Certificates in the aggregate, taking into account the Certificate Balances of the Class A-3 and Class A-4 trust components. The approximate initial credit support set forth for the Class A-S certificates represents the approximate initial credit enhancement for the underlying Class A-S trust component. The approximate initial credit support set forth for the Class B certificates represents the approximate initial credit enhancement for the underlying Class B trust component. The approximate initial credit support set forth for the Class C certificates represents the approximate initial credit enhancement for the underlying Class C trust component.
(5) Weighted Average Lives and Expected Principal Windows are calculated based on an assumed prepayment rate of 0% CPR and the “Structuring Assumptions” described under “Yield and Maturity Considerations—Weighted Average Life” in the Preliminary Prospectus.
(6) The Certificate Principal to Value Ratio for each Class of Certificates (other than the Class A-1, A-2, A-SB, A-3 and A-4 Certificates) is calculated as the product of (a) the weighted average Cut-off Date LTV Ratio for the mortgage loans and (b) a fraction, the numerator of which is the total initial Certificate Balance of such Class of Certificates and all Classes of Principal Balance Certificates (or, with respect to the Class A-3, A-4, A-S, B or C Certificates, the trust component with the same alphanumeric designation) senior to such Class of Certificates and the denominator of which is the total initial Certificate Balance of all of the Classes of Principal Balance Certificates (or, with respect to the Class A-3, A-4, A-S, B or C Certificates, the trust component with the same alphanumeric designation). The Certificate Principal to Value Ratio for each of the Class A-1, A-2, A-SB, A-3 and A-4 Certificates is calculated in the aggregate for those Classes as if they were a single Class and is calculated as the product of (a) the weighted average Cut-off Date LTV Ratio for the mortgage loans and (b) a fraction, the numerator of which is the total initial Certificate Balance of such Classes of Certificates (or, with respect to the Class A-3 or A-4 Certificates, the trust component with the same alphanumeric designation) and the denominator of which is the total initial Certificate Balance of all of the Classes of Principal Balance Certificates (or, with respect to the Class A-3, A-4, A-S, B or C Certificates, the trust component with the same alphanumeric designation).  In any event, however, excess mortgaged property value associated with a mortgage loan will not be available to offset losses on any other mortgage loan.

 

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

 

3 

 

 

Wells Fargo Commercial Mortgage Trust 2022-C62   Certificate Structure
 

 

(7) The Certificate Principal U/W NOI Debt Yield for each Class of Certificates (other than the Class A-1, A-2, A-SB, A-3 and A-4 Certificates) is calculated as the product of (a) the weighted average U/W NOI Debt Yield for the mortgage loans and (b) a fraction, the numerator of which is the total initial Certificate Balance of all of the Classes of Principal Balance Certificates (or, with respect to the Class A-3, A-4, A-S, B or C Certificates, the trust component with the same alphanumeric designation) and the denominator of which is the total initial Certificate Balance of such Class of Certificates and all Classes of Principal Balance Certificates (or, with respect to the Class A-3, A-4, A-S, B or C Certificates, the trust component with the same alphanumeric designation) senior to such Class of Certificates.  The Certificate Principal U/W NOI Debt Yield for each of the Class A-1, A-2, A-SB, A-3 and A-4 Certificates is calculated in the aggregate for those Classes as if they were a single Class and is calculated as the product of (a) the weighted average U/W NOI Debt Yield for the mortgage loans and (b) a fraction, the numerator of which is the total initial Certificate Balance of all of the Classes of Principal Balance Certificates (or, with respect to the Class A-3, A-4, A-S, B or C Certificates, the trust component with the same alphanumeric designation) and the denominator of which is the total initial Certificate Balance of such Classes of Certificates (or, with respect to the Class A-3 and Class A-4 Certificates, the trust component with the same alphanumeric designation). In any event, however, cash flow from each mortgaged property supports only the related mortgage loan and will not be available to support any other mortgage loan.
(8) The pass-through rates for the Class A-1, A-2, A-SB, A-3, A-4, A-S, B, C, D, E, F, G-RR and H-RR Certificates in each case will be one of the following: (i) a fixed rate per annum, (ii) a variable rate per annum equal to the weighted average of the net mortgage interest rates on the mortgage loans for the related distribution date, (iii) a variable rate per annum equal to the lesser of (a) a fixed rate and (b) the weighted average of the net mortgage interest rates on the mortgage loans for the related distribution date or (iv) a variable rate per annum equal to the weighted average of the net mortgage interest rates on the mortgage loans for the related distribution date minus a specified percentage. For purposes of the calculation of the weighted average of the net mortgage interest rates on the mortgage loans for each distribution date, the mortgage interest rates will be adjusted as necessary to a 30/360 basis.
(9)

The Class A-3-1, A-3-2, A-3-X1, A-3-X2, A-4-1, A-4-2, A-4-X1, A-4-X2, A-S-1, A-S-2, A-S-X1, A-S-X2, B-1, B-2, B-X1, B-X2, C-1, C-2, C-X1 and C-X2 Certificates are also offered certificates. Such Classes of Certificates, together with the Class A-3, A-4, A-S, B and C Certificates, constitute the “Exchangeable Certificates”. The Class A-1, A-2, A-SB, D, E, F, G-RR and H-RR Certificates, together with the Exchangeable Certificates with a Certificate Balance, are referred to as the “Principal Balance Certificates.” Each class of Exchangeable Certificates will have the Certificate Balance or Notional Amount and pass-through rate described below under “Exchangeable Certificates.”

(10) The exact initial Certificate Balances or Notional Amounts of the Class A-3, A-3-X1, A-3-X2, A-4, A-4-X1 and A-4-X2 trust components (and consequently, the exact initial Certificate Balances or Notional Amounts of the Exchangeable Certificates with an “A-3” or “A-4” designation) are unknown and will be determined based on the final pricing of the Certificates. However, the initial Certificate Balances, weighted average lives and principal windows of the Class A-3 and Class A-4 trust components are expected to be within the applicable ranges reflected in the following chart. The aggregate initial Certificate Balance of the Class A-3 and Class A-4 trust components is expected to be approximately $316,224,000, subject to a variance of plus or minus 5%. The Class A-3-X1 and A-3-X2 trust components will have initial Notional Amounts equal to the initial Certificate Balance of the Class A-3 trust component. The Class A-4-X1 and A-4-X2 trust components will have initial Notional Amounts equal to the initial Certificate Balance of the Class A-4 trust component.  In the event that the Class A-4 Certificates are issued at $316,224,000, the Class A-3 Certificates will not be issued.  

 

 

Trust Components

Expected Range of Approximate Initial
Certificate Balance

Expected Range of Weighted
Average Life (Years)

Expected Range of
Principal Window

  Class A-3 $0 – $155,000,000 N/A – 9.79 N/A / 9/31 – 2/32
  Class A-4 $161,224,000 – $316,224,000 9.82 – 9.86 9/31 – 3/32 / 2/32 – 3/32

 

(11) The Class X-A Certificates are notional amount certificates. The Notional Amount of the Class X-A Certificates will be equal to the aggregate Certificate Balance of the Class A-1, A-2 and A-SB Certificates and the Class A-3 and A-4 trust components outstanding from time to time. The Class X-A Certificates will not be entitled to distributions of principal.
(12) The pass-through rate for the Class X-A Certificates for any distribution date will be a per annum rate equal to the excess, if any, of (a) the weighted average of the net mortgage interest rates on the mortgage loans for the related distribution date, over (b) the weighted average of the pass-through rates on the Class A-1, A-2 and A-SB Certificates and the Class A-3, A-3-X1, A-3-X2, A-4, A-4-X1 and A-4-X2 trust components for the related distribution date, weighted on the basis of their respective Certificate Balances or Notional Amounts outstanding immediately prior to that distribution date (but excluding trust components with a Notional Amount in the denominator of such weighted average calculation). For purposes of the calculation of the weighted average of the net mortgage interest rates on the mortgage loans for each distribution date, the mortgage interest rates will be adjusted as necessary to a 30/360 basis.
(13) The Class X-B Certificates are notional amount certificates. The Notional Amount of the Class X-B Certificates will be equal to the aggregate Certificate Balance of the Class A-S, B and C trust components outstanding from time to time.  The Class X-B Certificates will not be entitled to distributions of principal.
(14) The pass-through rate for the Class X-B Certificates for any distribution date will be a per annum rate equal to the excess, if any, of (a) the weighted average of the net mortgage interest rates on the mortgage loans for the related distribution date, over (b) the weighted average of the pass-through rates on the Class A-S, A-S-X1, A-S-X2, B, B-X1, B-X2, C, C-X1 and C-X2 trust components for the related distribution date, weighted on the basis of their respective Certificate Balances or Notional Amounts outstanding immediately prior to that distribution date (but excluding trust components with a Notional Amount in the denominator of such weighted average calculation). For purposes of the calculation of the weighted average of the net mortgage interest rates on the mortgage loans for each distribution date, the mortgage interest rates will be adjusted as necessary to a 30/360 basis.
(15) The Class X-D Certificates are notional amount certificates.  The Notional Amount of the Class X-D Certificates will be equal to the aggregate Certificate Balance of the Class D and E Certificates outstanding from time to time.  The Class X-D Certificates will not be entitled to distributions of principal.
(16) The pass-through rate for the Class X-D Certificates for any distribution date will be a per annum rate equal to the excess, if any, of (a) the weighted average of the net mortgage interest rates on the mortgage loans for the related distribution date, over (b) the weighted average of the pass-through rates on the Class D and E Certificates for the related distribution date, weighted on the basis of their respective Certificate Balances outstanding immediately prior to that distribution date. For purposes of the calculation of the weighted average of the net mortgage interest rates on the mortgage loans for each distribution date, the mortgage interest rates will be adjusted as necessary to a 30/360 basis.
(17) The Class X-F Certificates are notional amount certificates.  The Notional Amount of the Class X-F Certificates will be equal to the Certificate Balance of the Class F Certificates outstanding from time to time.  The Class X-F Certificates will not be entitled to distributions of principal.
(18) The pass-through rate for the Class X-F Certificates for any distribution date will be a per annum rate equal to the excess, if any, of (a) the weighted average of the net mortgage interest rates on the mortgage loans for the related distribution date, over (b) the pass-through rate on the Class F Certificates for the related distribution date.  For purposes of the calculation of the weighted average of the net mortgage interest rates on the mortgage loans for each distribution date, the mortgage interest rates will be adjusted as necessary to a 30/360 basis.

 

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

 

4 

 

 

Wells Fargo Commercial Mortgage Trust 2022-C62   Transaction Highlights
 

 

II.Transaction Highlights

 

Mortgage Loan Sellers:

 

Mortgage Loan Seller  Number of
Mortgage Loans
  Number of
Mortgaged
Properties
  Aggregate Cut-off Date Balance  % of Initial Pool
Balance
LMF Commercial, LLC  16   19   $145,385,000   27.3%
Argentic Real Estate Finance LLC  11   14   140,378,871   26.4 
BSPRT CMBS Finance, LLC  7   7   85,299,134   16.0 
UBS AG  7   32   84,175,000   15.8 
Wells Fargo Bank, National Association  5   10   76,663,212   14.4 
Total  46   82   $531,901,217   100.0%

 

Loan Pool:

 

Initial Pool Balance: $531,901,217
Number of Mortgage Loans: 46
Average Cut-off Date Balance per Mortgage Loan: $11,563,070
Number of Mortgaged Properties: 82
Average Cut-off Date Balance per Mortgaged Property(1): $6,486,600
Weighted Average Mortgage Interest Rate: 4.3758%
Ten Largest Mortgage Loans as % of Initial Pool Balance: 48.6%
Weighted Average Original Term to Maturity or ARD (months): 116
Weighted Average Remaining Term to Maturity or ARD (months): 114
Weighted Average Original Amortization Term (months)(2): 360
Weighted Average Remaining Amortization Term (months)(2): 359
Weighted Average Seasoning (months): 1

  

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

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

 

Credit Statistics:

 

Weighted Average U/W Net Cash Flow DSCR(1)(2): 2.23x
Weighted Average U/W Net Operating Income Debt Yield(1)(2): 11.1%
Weighted Average Cut-off Date Loan-to-Value Ratio(1)(2): 58.2%
Weighted Average Balloon or ARD Loan-to-Value Ratio(1)(2): 56.1%
% of Mortgage Loans with Additional Subordinate Debt(3): 2.8%
% of Mortgage Loans with Single Tenants(4): 6.2%

 

(1)With respect to any mortgage loan that is part of a whole loan, loan-to-value ratio, debt service coverage ratio and debt yield calculations include the related pari passu companion loan(s) but exclude any related subordinate companion loan(s) (unless otherwise stated). The debt service coverage ratio, debt yield and loan-to-value ratio information do not take into account any subordinate debt (whether or not secured by the related mortgaged property), that currently exists or is allowed under the terms of any mortgage loan. See “Description of the Mortgage Pool—Mortgage Pool Characteristics” in the Preliminary Prospectus and Annex A-1 to the Preliminary Prospectus.

(2)For certain of the mortgage loans, underwritten net cash flow, underwritten net operating income and appraised values of the related mortgaged properties were determined, or were calculated based on information as of a date, prior to the emergence of the novel coronavirus pandemic and the economic disruption resulting from measures to combat the pandemic, and the loan-to-value, debt service coverage and debt yield metrics presented in this term sheet may not reflect current market conditions.

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

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

 

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

 

5 

 

 

Wells Fargo Commercial Mortgage Trust 2022-C62   Transaction Highlights
 

 

Loan Structural Features:

 

Amortization: Based on the Initial Pool Balance, 23.2% of the mortgage pool (12 mortgage loans) has scheduled amortization, as follows:

 

13.5% (9 mortgage loans) require amortization during the entire loan term; and

 

9.7% (3 mortgage loans) provide for an interest-only period followed by an amortization period.

 

Interest-Only: Based on the Initial Pool Balance, 76.8% of the mortgage pool (34 mortgage loans) provide for interest-only payments during the entire loan term through maturity. The Weighted Average Cut-off Date Loan-to-Value Ratio and Weighted Average U/W Net Cash Flow DSCR for those mortgage loans are 57.3% and 2.28x, respectively.

 

Hard Lockboxes: Based on the Initial Pool Balance, 33.1% of the mortgage pool (11 mortgage loans) have hard lockboxes in place.

 

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

 

Real Estate Taxes:   89.4% of the pool
Insurance: 81.1% of the pool
Capital Replacements:   91.3% of the pool
TI/LC:   64.0% of the pool(1)

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

 

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

 

80.3% of the mortgage pool (40 mortgage loans) feature a lockout period, then defeasance only until an open period;

 

7.6% of the mortgage pool (1 mortgage loan) feature the greater of a prepayment premium (1%) or yield maintenance until an open period;

 

4.8% of the mortgage pool (2 mortgage loans) feature a lockout period, then the greater of a prepayment premium (1%) or yield maintenance until an open period;

 

4.5% of the mortgage pool (2 mortgage loans) feature a lockout period, then the greater of a prepayment premium (1%) or yield maintenance or defeasance until an open period; and

 

2.8% of the mortgage pool (1 mortgage loan) feature the greater of a prepayment premium (0.5%) or yield maintenance until an open period.

 

Prepayment restrictions for each mortgage loan reflect the entire life of the mortgage loan. Please refer to Annex A-1 to the Preliminary Prospectus and the footnotes related thereto for further information regarding individual loan call protection.

 

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

 

6 

 

 

Wells Fargo Commercial Mortgage Trust 2022-C62   Issue Characteristics
 

 

III.Issue Characteristics

 

Securities Offered: $467,408,000 approximate monthly pay, multi-class, commercial mortgage REMIC pass-through certificates consisting of thirty classes (Classes A-1, A-2, A-SB, A-3, A-3-1, A-3-2, A-3-X1, A-3-X2, A-4, A-4-1, A-4-2, A-4-X1, A-4-X2, A-S, A-S-1, A-S-2, A-S-X1, A-S-X2, B, B-1, B-2, B-X1, B-X2, C, C-1, C-2, C-X1, C-X2, X-A and X-B), which are offered pursuant to a registration statement filed with the SEC (such classes of certificates, the “Offered Certificates”).
Mortgage Loan Sellers: LMF Commercial, LLC (“LMF”), Argentic Real Estate Finance LLC (“AREF”), BSPRT CMBS Finance, LLC (“BSPRT”), UBS AG, by and through its branch office at 1285 Avenue of the Americas, New York, New York (“UBS”) and Wells Fargo Bank, National Association (“WFB”).
Joint Bookrunners and Co-Lead Managers: Wells Fargo Securities, LLC and UBS Securities LLC
Co-Managers: Academy Securities, Inc., Drexel Hamilton, LLC and Siebert Williams Shank & Co., LLC
Rating Agencies: Fitch Ratings, Inc., Kroll Bond Rating Agency, LLC and Moody’s Investors Service, Inc.
Master Servicer: Wells Fargo Bank, National Association
Special Servicer: Argentic Services Company LP
Certificate Administrator: Computershare Trust Company, N.A.
Trustee: Wilmington Trust, National Association
Operating Advisor: Park Bridge Lender Services LLC
Asset Representations Reviewer: Park Bridge Lender Services LLC
Initial Majority Controlling Class Certificateholder: Argentic Securities Holdings Cayman Limited, an affiliate of Argentic Real Estate Finance LLC and Argentic Services Company LP
U.S. Credit Risk Retention:

For a discussion on the manner in which the U.S. credit risk retention requirements will be satisfied by Argentic Real Estate Finance LLC, as the retaining sponsor, see “Credit Risk Retention” in the Preliminary Prospectus.

 

Argentic Real Estate Finance LLC, the retaining sponsor, intends to cause Argentic Securities Holdings Cayman Limited, a majority-owned affiliate, to retain (i) an “eligible horizontal residual interest”, in the form of certificates representing approximately 1.4% of the fair value of all of the ABS interests issued, which will be comprised of the Class G-RR and H-RR certificates (other than the portion that comprises the VRR Interest) and (ii) an “eligible vertical interest”, in the form of certificates representing approximately 3.6% of the certificate balance, notional amount or percentage interest of each class of certificates (other than the Class R certificates) in a manner that satisfies the U.S. credit risk retention requirements. Under the U.S. credit risk retention rules, Argentic Real Estate Finance LLC or the applicable majority-owned affiliate will be permitted to transfer the horizontal risk retention certificates to a subsequent third-party purchaser. For additional information, see “Credit Risk Retention” in the Preliminary Prospectus.

 

EU/UK Credit Risk Retention

None of the sponsors, the depositor, the underwriters, or their respective affiliates, or any other party to the transaction intends to retain a material net economic interest in the securitization constituted by the issue of the Certificates, or take any other action in respect of such securitization, in a manner prescribed or contemplated by (i) Regulation (EU) 2017/2402, or (ii) such Regulation as it forms part of UK domestic law. In particular, no such person undertakes to take any action which may be required by any investor for the purposes of its compliance with any applicable requirement under either such Regulation. Furthermore, the arrangements described under “Credit Risk Retention” in the Preliminary Prospectus have not been structured with the objective of ensuring compliance by any person with any requirements of either such Regulation. See “Risk Factors—Other Risks Relating to the Certificates—EU Securitization Regulation and UK Securitization Regulation Due Diligence Requirements” in the Preliminary Prospectus.

 

Cut-off Date: The Cut-off Date with respect to each mortgage loan is the payment due date for the monthly debt service payment that is due in April 2022 (or, in the case of any mortgage loan that has its first payment due date in May 2022, the date that would have been its payment due date in April 2022 under the terms of that mortgage loan if a monthly debt service payment were scheduled to be due in that month).
Expected Closing Date: On or about April 18, 2022.
Determination Dates: The 11th day of each month (or if that day is not a business day, the next succeeding business day), commencing in May 2022.

 

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

 

7 

 

 

Wells Fargo Commercial Mortgage Trust 2022-C62   Issue Characteristics
 

 

Distribution Dates: The 4th business day following the Determination Date in each month, commencing in May 2022.
Rated Final Distribution Date: The Distribution Date in April 2055.
Interest Accrual Period: With respect to any Distribution Date, the calendar month immediately preceding the month in which such Distribution Date occurs.
Day Count: The Offered Certificates will accrue interest on a 30/360 basis.
Minimum Denominations: $10,000 for each Class of Offered Certificates (other than the Class X-A and X-B Certificates) and $1,000,000 for the Class X-A and X-B Certificates. Investments may also be made in any whole dollar denomination in excess of the applicable minimum denomination.
Clean-up Call: 1.0%
Delivery: DTC, Euroclear and Clearstream Banking
ERISA/SMMEA Status: Each Class of Offered Certificates is expected to be eligible for exemptive relief under ERISA.  No Class of Offered Certificates will be SMMEA eligible.
Risk Factors: THE CERTIFICATES INVOLVE CERTAIN RISKS AND MAY NOT BE SUITABLE FOR ALL INVESTORS.  SEE THE “RISK FACTORS” SECTION OF THE PRELIMINARY PROSPECTUS.
Bond Analytics Information: The Certificate Administrator will be authorized to make distribution date statements, CREFC® reports and certain supplemental reports (other than confidential information) available to certain financial modeling and data provision services, including Bloomberg, L.P., Trepp, LLC, Intex Solutions, Inc., Interactive Data Corp., Markit Group Limited, BlackRock Financial Management, Inc., CMBS.com, Inc., Moody’s Analytics, Inc., Morningstar Credit Information & Analytics, LLC, KBRA Analytics, LLC, MBS Data, LLC, Thomson Reuters Corporation and RealINSIGHT.
Tax Treatment For U.S. federal income tax purposes, the issuing entity will consist of two or more REMICs arranged in a tiered structure and a trust (the “grantor trust”). The upper-most REMIC will issue REMIC regular interests some of which will be held by the grantor trust (such grantor trust-held REMIC regular interests, the “trust components”). The Offered Certificates (other than the Exchangeable Certificates) will represent REMIC regular interests (other than the trust components). The Exchangeable Certificates will represent beneficial ownership of one or more of the trust components held by the grantor trust.

 

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

 

8 

 

 

Wells Fargo Commercial Mortgage Trust 2022-C62   Characteristics of the Mortgage Pool
 

 

IV.Characteristics of the Mortgage Pool(1)

 

A.Ten Largest Mortgage Loans

 

Mortgage
Loan
Seller
Mortgage Loan Name City State Number of Mortgage Loans / Mortgaged Properties Mortgage Loan Cut-off Date Balance ($) % of Initial Pool Balance (%) Property
Type
Number
of SF
Cut-off
Date
Balance
Per SF
Cut-off
Date LTV
Ratio (%)
Balloon or ARD LTV
Ratio (%)
U/W NCF
DSCR (x)
U/W NOI
Debt
Yield (%)
AREF Pacific Castle Portfolio Various Various 1 / 4 $44,700,000     8.4% Retail 465,115 $139   60.0% 60.0% 2.43x 10.2%
BSPRT Whizin Market Square Agoura Hills CA 1 / 1 40,250,000  7.6 Retail 136,746 294 62.9    62.9     1.83   9.2 
LMF Midtown Central Square Houston TX 1 / 1 36,000,000  6.8 Office 269,800 133 59.8    59.8     2.31  12.8  
WFB Artthaus Studios Oakland CA 1 / 1 23,750,000 4.5 Office 104,802 227 50.4   50.4     2.34  9.5
AREF Long Lake Crossing Troy MI 1 / 1 21,000,000  3.9 Office 171,994 122 58.0   58.0     1.68  11.1 
LMF Forum Office West Palm Beach West Palm Beach FL 1 / 1 20,500,000  3.9 Office 185,771 110 68.6   62.3    1.89  11.6 
UBS AG 530 Bush Street San Francisco CA 1 / 1 19,500,000  3.7 Office 104,737 186 36.9   36.9    3.58  14.8 
UBS AG KNP Portfolio Various Various 1 / 8 18,000,000  3.4 Retail 62,675 287 60.0   60.0    2.12  8.9
WFB GS Foods Portfolio Various Various 1 / 6 17,520,000  3.3 Industrial 516,288 111 67.2   60.9    1.45  8.6
WFB Conyers Plaza Conyers GA 1 / 1 17,500,000  3.3 Retail 171,374 102 69.2   69.2    3.02  13.0  
Top Three Total/Weighted Average     3 / 6 $120,950,000  22.7%       60.9% 60.9% 2.19x 10.6%
Top Five Total/Weighted Average     5 / 8 $165,700,000  31.2%       59.0% 59.0% 2.15x 10.5%
Top Ten Total/Weighted Average     10 / 25 $258,720,000  48.6%       59.4% 58.5% 2.25x 10.9%
Non-Top Ten Total/Weighted Average     36 / 57 $273,181,217  51.4%       57.1% 53.8% 2.21x 11.4%
(1)With respect to any mortgage loan that is part of a whole loan, Cut-off Date Balance Per SF, loan-to-value ratio, debt service coverage ratio and debt yield calculations include the related pari passu companion loan(s) (unless otherwise stated). With respect to each mortgage loan, debt service coverage ratio, debt yield and loan-to-value ratio information do not take into account subordinate debt (whether or not secured by the related mortgaged property), if any, that currently exists or is allowed under the terms of such mortgage loan.

 

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

 

9 

 

 

Wells Fargo Commercial Mortgage Trust 2022-C62   Characteristics of the Mortgage Pool
 

 

B.Summary of the Whole Loans

 

No. Loan Name Mortgage Loan Seller in WFCM 2022-C62 Trust Cut-off Date Balance Aggregate Pari Passu Companion  Loan Cut-off Date Balance(1) Controlling Pooling/Trust & Servicing Agreement Master Servicer Special Servicer Related Pari Passu Companion Loan(s) Securitizations Related Pari Passu Companion Loan(s) Original Balance
1 Pacific Castle Portfolio AREF $44,700,000 $64,700,000 WFCM 2022-C62 Wells Fargo Bank, National Association Argentic Services Company LP Future Securitizations $20,000,000
9 GS Foods Portfolio WFB $17,520,000 $57,520,000 BANK 2022-BNK40 Wells Fargo Bank, National Association CWCapital Asset Management LLC BANK 2022-BNK40 $40,000,000
13 ILPT Logistics Portfolio UBS AG $15,000,000 $341,140,000 ILPT 2022-LPFX Berkadia Commercial Mortgage, LLC Situs Holdings, LLC ILPT 2022-LPFX $326,140,000
17 The Hallmark BSPRT $12,175,118 $34,040,636 BBCMS 2022-C14 Midland Loan Services, a Division of PNC Bank National Association Midland Loan Services, a Division of PNC Bank National Association BBCMS 2022-C14 $21,865,518
(1)The Aggregate Pari Passu Companion Loan Cut-off Date Balance excludes any related Subordinate Companion Loans.

 

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

 

10 

 

 

Wells Fargo Commercial Mortgage Trust 2022-C62   Characteristics of the Mortgage Pool
 

 

C.Mortgage Loans with Additional Secured and Mezzanine Financing

 

Loan No. Mortgage Loan Seller Mortgage Loan Name Mortgage
Loan
Cut-off Date Balance ($)
% of Initial Pool Balance (%) Sub Debt Cut-off Date Balance ($) Mezzanine Debt Cut-off Date Balance ($) Total Debt Interest Rate (%)(1) Mortgage Loan U/W NCF DSCR (x)(2) Total Debt U/W NCF DSCR (x) Mortgage Loan Cut-off Date U/W NOI Debt Yield (%)(2) Total Debt Cut-off Date U/W NOI Debt Yield (%) Mortgage Loan Cut-off Date LTV Ratio (%)(2) Total Debt Cut-off Date LTV Ratio (%)
13 UBS AG ILPT Logistics Portfolio $15,000,000 2.8% $103,860,000 $255,000,000 4.4170% 3.12x 1.33x 13.2% 6.4% 29.0% 59.6%
Total/Weighted Average $15,000,000 2.8% $103,860,000 $255,000,000 4.4170% 3.12x 1.33x 13.2% 6.4% 29.0% 59.6%

(1)Total Debt Interest Rate for any specified mortgage loan reflects the weighted average of the interest rates on the respective components of the total debt.

(2)With respect to any mortgage loan that is part of a whole loan, the loan-to-value ratio, debt service coverage ratio and debt yield calculations include the related pari passu companion loan(s) but excludes any related subordinate companion loan.

 

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

 

11 

 

  

Wells Fargo Commercial Mortgage Trust 2022-C62   Characteristics of the Mortgage Pool
 

 

D.Previous Securitization History(1)

 

Loan
No.
Mortgage
Loan Seller
Mortgage
Loan or Mortgaged
Property Name
City State Property
Type
Mortgage Loan
or Mortgaged Property Cut-off
Date Balance ($)
% of
Initial Pool
Balance (%)
Previous Securitization
2 BSPRT Whizin Market Square Agoura Hills CA Retail $40,250,000 7.6% BSPRT 2018-FL4
5 AREF Long Lake Crossing Troy MI Office 21,000,000 3.9   WFRBS 2012-C10
16 BSPRT Residence Inn Chester Richmond Chester VA Hospitality 12,936,722 2.4   UBSCM 2012-C1
17 BSPRT The Hallmark Herndon VA Office 12,175,118 2.3   CMLT 2008-LS1
24 AREF Four Points Arlington Arlington TX Hospitality 8,752,214 1.6   MSC 2012-C4
27 BSPRT Orchard West Georgia Student Housing Carrollton GA Multifamily 6,492,442 1.2   JPMBB 2013-C17
Total           $101,606,497 19.1%  
(1)The table above represents the most recent securitization with respect to the mortgaged property securing the related mortgage loan, based on information provided by the related borrower or obtained through searches of a third-party database. While loans secured by the above mortgaged properties may have been securitized multiple times in prior transactions, mortgage loans in this securitization are only listed in the above chart if the mortgage loan paid off a loan in another securitization. The information has not otherwise been confirmed by the mortgage loan sellers.

 

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

 

12 

 

  

Wells Fargo Commercial Mortgage Trust 2022-C62   Characteristics of the Mortgage Pool
 

 

E.Mortgage Loans with Scheduled Balloon Payments and Related Classes(1)

 

Class A-2
Loan No. Mortgage Loan Seller Mortgage Loan Name State Property Type Mortgage Loan Cut-off Date Balance ($) % of Initial Pool
Balance (%)
Mortgage
Loan Balance at Maturity or ARD($)
% of Class A-2 Certificate Principal
Balance (%)(2)
SF Loan per
SF ($)
U/W NCF DSCR
(x)
U/W NOI Debt Yield (%) Cut-off Date LTV Ratio (%) Balloon or ARD
LTV Ratio (%)
Rem. IO Period (mos.) Rem. Term to Maturity or ARD (mos.)
5 AREF Long Lake Crossing MI Office $21,000,000 3.9% $21,000,000 54.0% 171,994 $122 1.68x 11.1% 58.0% 58.0% 59 59
10 WFB Conyers Plaza GA Retail   17,500,000      3.3          17,500,000 45.0 171,374   102  3.02    13.0      69.2     69.2    58 58
Total/Weighted Average     $38,500,000 7.2% $38,500,000 99.1%     2.29x 12.0% 63.1% 63.1% 59 59
                                 
(1)The table above presents the mortgage loan(s) whose balloon payments would be applied to pay down the principal balance of the Class A-2 Certificates, assuming a 0% CPR and applying the “Structuring Assumptions” described in the Preliminary Prospectus, including the assumptions that (i) none of the mortgage loans in the pool experience prepayments prior to maturity, defaults or losses; (ii) there are no extensions of maturity dates of any mortgage loans in the pool; and (iii) each mortgage loan in the pool is paid in full on its stated maturity date. Each Class of Certificates evidences undivided ownership interests in the entire pool of mortgage loans. Debt service coverage ratio, debt yield and loan-to-value ratio information do not take into account subordinate debt (whether or not secured by the related mortgaged property), if any, that currently exists or is allowed under the terms of any mortgage loan. See Annex A-1 to the Preliminary Prospectus.

(2)Reflects the percentage equal to the Balloon Balance divided by the initial Class A-2 Certificate Balance.

 

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

 

13 

 

 

Wells Fargo Commercial Mortgage Trust 2022-C62   Characteristics of the Mortgage Pool
 

 

F.Property Type Distribution(1)

 

 

Property Type  Number of
Mortgaged
Properties
  Aggregate
Cut-off Date
Balance ($)
  % of Initial
Pool
Balance
(%)
  Weighted
Average
Cut-off Date
LTV Ratio
(%)
  Weighted
Average
Balloon
LTV
Ratio (%)
  Weighted
Average
U/W NCF
DSCR (x)
  Weighted
Average
U/W NOI
Debt Yield (%)
  Weighted
Average
U/W NCF
Debt Yield
(%)
  Weighted
Average
Mortgage
Rate (%)
Retail  20   $159,653,064   30.0%  62.5%  61.2%  2.16x  10.1%  9.5%  4.2741%
Anchored  8   118,488,064   22.3   63.4   61.6   2.23   10.5   9.8   4.2280 
Single Tenant  12   41,165,000   7.7   59.8   59.8   1.96   8.9   8.7   4.4067 
Office  8   147,725,118   27.8   56.0   54.1   2.34   12.0   11.2   4.5587 
Suburban  5   82,425,118   15.5   58.1   54.6   2.16   11.4   10.6   4.4002 
CBD  2   55,500,000   10.4   51.8   51.8   2.76   13.5   12.6   4.6333 
Medical  1   9,800,000   1.8   62.9   62.9   1.49   8.3   8.2   5.4700 
Industrial  26   61,870,000   11.6   49.8   48.0   2.25   10.5   9.8   3.9717 
Flex  3   29,350,000   5.5   50.1   50.1   2.28   10.3   9.6   4.1350 
Warehouse/Distribution  14   13,984,071   2.6   29.0   29.0   3.12   13.2   12.2   3.8647 
Cold Storage  2   10,363,713   1.9   67.2   60.9   1.45   8.6   8.1   3.7900 
Warehouse/Cold Storage  2   5,159,327   1.0   67.2   60.9   1.45   8.6   8.1   3.7900 
Cold Storage/Warehouse/Distribution  1   1,495,160   0.3   67.2   60.9   1.45   8.6   8.1   3.7900 
Manufacturing/Warehouse  3   1,015,929   0.2   29.0   29.0   3.12   13.2   12.2   3.8647 
Manufacturing/Cold Storage/Warehouse  1   501,800   0.1   67.2   60.9   1.45   8.6   8.1   3.7900 
Mixed Use  10   53,745,000   10.1   63.1   62.6   1.94   9.2   8.9   4.5762 
Multifamily/Retail  5   31,895,000   6.0   67.1   67.1   1.75   8.1   8.0   4.6656 
Multifamily/Office/Retail  1   6,200,000   1.2   57.9   57.9   2.51   11.6   10.7   4.2250 
Self Storage/Industrial  1   6,150,000   1.2   56.6   56.6   2.28   9.4   9.2   3.9710 
Retail/Multifamily  1   4,750,000   0.9   64.2   64.2   1.71   8.4   8.2   4.7500 
Self Storage/Recreational Vehicle Community  1   2,750,000   0.5   51.9   43.4   1.99   13.7   13.4   5.4400 
Office/Retail  1   2,000,000   0.4   47.6   47.6   2.74   13.7   12.5   4.5000 
Multifamily  6   47,692,442   9.0   59.9   57.0   1.89   9.8   9.4   4.2746 
Mid Rise  2   19,500,000   3.7   65.6   65.6   1.97   9.3   9.0   4.5336 
Garden  2   18,850,000   3.5   56.6   52.6   1.85   9.7   9.4   3.8420 
Student Housing  1   6,492,442   1.2   50.7   41.3   1.92   12.3   11.8   4.6100 
Low Rise  1   2,850,000   0.5   63.6   63.6   1.62   7.7   7.6   4.6000 
Hospitality  5   40,615,593   7.6   54.4   45.7   2.96   18.4   16.8   4.4557 
Limited Service  3   18,926,656   3.6   56.7   50.0   2.93   18.7   16.9   5.0191 
Extended Stay  1   12,936,722   2.4   43.9   34.2   3.68   21.1   19.5   3.3410 
Full Service  1   8,752,214   1.6   64.8   53.3   1.97   13.8   12.6   4.8850 
Self Storage  7   20,600,000   3.9   57.2   57.2   1.98   9.4   9.2   4.6197 
Self Storage  7   20,600,000   3.9   57.2   57.2   1.98   9.4   9.2   4.6197 
Total  82   $531,901,217   100.0%  58.2%  56.1%  2.23x  11.1%  10.5%  4.3758%
(1)Because this table presents information relating to the mortgaged properties and not the mortgage loans, the information for mortgage loans secured by more than one mortgaged property is based on allocated loan amounts (allocating the principal balance of the mortgage loan to each of those properties according to the relative appraised values of the mortgaged properties or the allocated loan amounts or property-specific release prices set forth in the related mortgage loan documents or such other allocation as the related mortgage loan seller deemed appropriate). With respect to any mortgage loan that is part of a whole loan, the loan-to-value ratio, debt service coverage ratio and debt yield calculations include the related pari passu companion loan(s) but exclude any related subordinate secured loan(s) (unless otherwise stated). With respect to each mortgage loan, debt service coverage ratio, debt yield and loan-to-value ratio information do not take into account any subordinate debt (whether or not secured by the related mortgaged property) that currently exists or is allowed under the terms of such mortgage loan. See Annex A-1 to the Preliminary Prospectus.

 

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

 

14 

 

 

Wells Fargo Commercial Mortgage Trust 2022-C62   Characteristics of the Mortgage Pool
 

 

G.Geographic Distribution(1)

 

 

Location Number of Mortgaged Properties Aggregate Cut-off Date Balance ($) % of Initial Pool
Balance (%)
Weighted Average Cut-off Date LTV Ratio (%) Weighted Average Balloon or ARD LTV Ratio (%) Weighted Average U/W NCF DSCR (x) Weighted Average U/W NOI Debt Yield (%) Weighted Average U/W NCF Debt Yield (%)

Weighted

Average Mortgage Rate (%)

California 9 $145,253,189 27.3% 56.4% 56.1% 2.27x 10.2% 9.7% 4.3099%
Northern California 5 81,866,897 15.4    51.9    51.9    2.59   10.9   10.4      3.9878
Southern California 4 63,386,293 11.9    62.2    61.5    1.84   9.3    8.9    4.7260
Texas 13 86,742,214 16.3    59.1   57.1   2.07   11.2   10.6    4.6636
Florida 4 38,126,656 7.2  63.2   56.5   2.11   13.1   12.1   4.3553
New York 7 35,945,000 6.8  66.3   66.3   1.77   8.4 8.2  4.7186
Virginia 3 26,719,197 5.0 51.6   40.9    2.89   16.8   15.2    3.4905
Other(2) 46 199,114,959 37.4   57.6   55.8    2.29   11.2   10.5    4.3593
Total/Weighted Average 82 $531,901,217 100.0% 58.2% 56.1% 2.23x 11.1% 10.5% 4.3758%
(1)Because this table presents information relating to the mortgaged properties and not the mortgage loans, the information for mortgage loans secured by more than one mortgaged property is based on allocated loan amounts (allocating the principal balance of the mortgage loan to each of those properties according to the relative appraised values of the mortgaged properties or the allocated loan amounts or property-specific release prices set forth in the related mortgage loan documents or such other allocation as the related mortgage loan seller deemed appropriate). With respect to any mortgage loan that is part of a whole loan, the loan-to-value ratio, debt service coverage ratio and debt yield calculations include the related pari passu companion loan(s) but exclude any related subordinate secured loan(s) (unless otherwise stated). With respect to each mortgage loan, debt service coverage ratio, debt yield and loan-to-value ratio information do not take into account any subordinate debt (whether or not secured by the related mortgaged property) that currently exists or is allowed under the terms of such mortgage loan. See Annex A-1 to the Preliminary Prospectus.

(2)Includes 22 other states.

 

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

 

15 

 

 

Wells Fargo Commercial Mortgage Trust 2022-C62 Characteristics of the Mortgage Pool 

  

H.       Characteristics of the Mortgage Pool(1)

 

CUT-OFF DATE BALANCE
Range of Cut-off Date
Balances ($)
Number of
Mortgage
Loans
Aggregate
Cut-off Date
Balance
Percent by
Aggregate
Cut-off Date
Pool Balance
(%)
2,000,000 1 $2,000,000 0.4%
2,000,001 - 3,000,000 3 8,275,000 1.6
3,000,001 - 4,000,000 3 10,945,000 2.1
4,000,001 - 5,000,000 7 31,809,852 6.0
5,000,001 - 6,000,000 2 10,393,683 2.0
6,000,001 - 7,000,000 5 31,942,442 6.0
7,000,001 - 8,000,000 1 7,232,973 1.4
8,000,001 - 9,000,000 2 17,702,214 3.3
9,000,001 - 10,000,000 2 19,800,000 3.7
10,000,001 - 15,000,000 8 101,330,051 19.1
15,000,001 - 20,000,000 6 104,270,000 19.6
20,000,001 - 30,000,000 3 65,250,000 12.3
30,000,001 - 44,700,000 3 120,950,000 22.7
Total 46 $531,901,217     100.0%
Average $11,563,070    
UNDERWRITTEN NOI DEBT SERVICE COVERAGE RATIO
Range of U/W NOI
DSCRs (x)
Number of
Mortgage
Loans
Aggregate
Cut-off Date
Balance
Percent by
Aggregate
Cut-off Date
Pool Balance
(%)
1.43 - 1.50 3 $23,370,000 4.4%
1.51 - 1.60 2 26,470,000 5.0
1.61 - 1.70 3 18,225,000 3.4
1.71 - 1.80 5 47,994,852 9.0
1.81 - 1.90 2 17,950,000 3.4
1.91 - 2.00 4 54,457,442 10.2
2.01 - 2.25 8 97,578,399 18.3
2.26 - 2.50 7 92,400,118 17.4
2.51 - 2.75 3 67,150,000 12.6
2.76 - 3.00 1 2,000,000 0.4
3.01 - 3.50 3 37,793,683 7.1
3.51 - 4.00 3 35,111,722 6.6
4.01 - 5.34 2 11,400,000 2.1
Total 46 $531,901,217 100.0%
Weighted Average 2.37x    
UNDERWRITTEN NCF DEBT SERVICE COVERAGE RATIO

Range of U/W NCF 

DSCRs (x) 

Number of
Mortgage
Loans
Aggregate
Cut-off Date
Balance
Percent by
Aggregate
Cut-off Date
Pool Balance
(%)
1.41 - 1.50 4 $40,890,000 7.7%
1.51 - 1.60 2 13,244,852 2.5
1.61 - 1.70 6 57,175,000 10.7
1.71 - 1.80 1 4,750,000 0.9
1.81 - 1.90 5 90,443,212 17.0
1.91 - 2.00 6 32,942,630 6.2
2.01 - 2.25 4 58,775,118 11.1
2.26 - 2.50 8 141,175,000 26.5
2.51 - 2.75 2 8,200,000 1.5
2.76 - 3.00 1 5,293,683 1.0
3.01 - 3.50 2 32,500,000 6.1
3.51 - 4.00 3 35,111,722 6.6
4.01 - 4.79 2 11,400,000 2.1
Total 46 $531,901,217 100.0%
Weighted Average 2.23x    
LOAN PURPOSE
Loan Purpose Number of
Mortgage
Loans
Aggregate
Cut-off Date
Balance
Percent by
Aggregate Cut-off
Date Pool
Balance (%)
Refinance 25 $198,945,180 37.4%
Acquisition 15 174,356,037 32.8
Acquisition/Refinance 2 84,950,000 16.0
Recapitalization 4 73,650,000 13.8
Total 46 $531,901,217 100.0%
       
MORTGAGE RATE

Range of Mortgage  

Rates (%) 

Number of Mortgage
Loans
Aggregate
Cut-off Date
Balance
Percent by
Aggregate Cut-off
Date Pool
Balance (%)
3.3410 - 3.5000 3 $20,611,722 3.9%
3.5001 - 3.7500 2 25,925,118 4.9
3.7501 - 4.0000 9 182,620,000 34.3
4.0001 - 4.2500 4 39,293,212 7.4
4.2501 - 4.5000 9 59,603,535 11.2
4.5001 - 4.7500 5 27,267,442 5.1
4.7501 - 5.0000 8 95,597,214 18.0
5.0001 - 5.2500 2 40,200,000 7.6
5.2501 - 5.5000 3 19,782,973 3.7
5.5001 - 6.1100 1 21,000,000 3.9
Total 46 $531,901,217 100.0%
Weighted Average 4.3758%    
UNDERWRITTEN NOI DEBT YIELD

Range of U/W NOI  

Debt Yields (%) 

Number of
Mortgage
Loans
Aggregate
Cut-off Date
Balance
Percent by
Aggregate Cut-off
Date Pool
Balance (%)
7.2 - 8.0 5 $29,370,000 5.5%
8.1 - 9.0 9 80,060,000 15.1
9.1 - 10.0 7 123,750,000 23.3
10.1 - 11.0 6 79,569,852 15.0
11.1 - 12.0 4 59,443,212 11.2
12.1 - 13.0 4 72,167,560 13.6
13.1 - 14.0 5 31,177,214 5.9
14.1 - 15.0 1 19,500,000 3.7
15.1 - 16.0 1 7,232,973 1.4
16.1 - 19.0 2 10,293,683 1.9
19.1 - 22.5 2 19,336,722 3.6
Total 46 $531,901,217 100.0%
Weighted Average 11.1%    
UNDERWRITTEN NCF DEBT YIELD
Range of U/W NCF Debt Yields (%) Number of
Mortgage
Loans
Aggregate
Cut-off Date
Balance
Percent by
Aggregate Cut-off
Date Pool
Balance (%)
7.1 - 8.0 5 $29,370,000 5.5%
8.1 - 9.0 11 131,560,000 24.7
9.1 - 10.0 9 142,594,852 26.8
10.1 - 11.0 6 68,668,212 12.9
11.1 - 12.0 4 72,167,560 13.6
12.1 - 13.0 3 25,752,214 4.8
13.1 - 14.0 4 32,157,973 6.0
14.1 - 17.0 1 5,000,000 0.9
17.1 - 18.0 1 5,293,683 1.0
18.1 - 20.0 1 12,936,722 2.4
20.1 - 20.2 1 6,400,000 1.2
Total 46 $531,901,217 100.0%
Weighted Average 10.5%    
ORIGINAL TERM TO MATURITY OR ARD
Range of Original Terms to
Maturity or ARD (months)
Number of
Mortgage
Loans
Aggregate
Cut-off Date
Balance
Percent by Aggregate Cut-off Date Pool Balance (%)
60 2 $38,500,000 7.2%
114 - 120 44 493,401,217 92.8
Total 46 $531,901,217 100.0%
Weighted Average 116 months    


(1)With respect to any mortgage loan that is part of a whole loan, the loan-to-value ratio, debt service coverage ratio and debt yield calculations include the related pari passu companion loan(s) but exclude any related subordinate debt (unless otherwise stated). With respect to each mortgage loan, debt service coverage ratio, debt yield and loan-to-value ratio information do not take into account any subordinate debt (whether or not secured by the related mortgaged property) that currently exists or is allowed under the terms of such mortgage loan. See Annex A-1 to the Preliminary Prospectus. Prepayment provisions for each mortgage loan reflects the entire life of the loan (from origination to maturity) and may be currently prepayable.

 

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

 

16 

 

 

Wells Fargo Commercial Mortgage Trust 2022-C62 Characteristics of the Mortgage Pool 

  

REMAINING TERM TO MATURITY OR ARD
Range of Remaining Terms to
Maturity or ARD (months)
Number of
Mortgage
Loans
Aggregate
Cut-off Date
Balance
Percent by
Aggregate Cut-
off Date Pool
Balance (%)
58 - 60 2 $38,500,000 7.2%
113 - 120 44 493,401,217 92.8
Total 46 $531,901,217 100.0%
Weighted Average 114 months    
ORIGINAL AMORTIZATION TERM(2)
Original
Amortization Terms
(months)
Number of
Mortgage
Loans
Aggregate
Cut-off Date
Balance
Percent by
Aggregate Cut-
off Date Pool
Balance (%)
Non-Amortizing 34 $408,460,000 76.8%
360 12 123,441,217 23.2
Total 46 $531,901,217 100.0%
Weighted Average(3) 360 months    

(2)   The original amortization term shown for any mortgage loan that is interest-only for part of its term does not include the number of months in its interest-only period and reflects only the number of months as of the commencement of amortization remaining from the end of such interest-only period. 

(3)   Excludes the non-amortizing mortgage loans. 

REMAINING AMORTIZATION TERM(4)
Range of Remaining Amortization Terms
(months)
Number of
Mortgage
Loans
Aggregate
Cut-off Date
Balance
Percent by
Aggregate Cut-
off Date Pool
Balance (%)
Non-Amortizing 34 $408,460,000 76.8%
356 - 360 12 123,441,217 23.2
Total 46 $531,901,217 100.0%
Weighted Average(5) 359 months    

(4)    The remaining amortization term shown for any mortgage loan that is interest-only for part of its term does not include the number of months in its interest-only period and reflects only the number of months as of the commencement of amortization remaining from the end of such interest-only period. 

(5)   Excludes the non-amortizing mortgage loans. 

LOCKBOXES
Type of Lockbox Number of
Mortgage
Loans
Aggregate
Cut-off Date
Balance
Percent by
Aggregate Cut-
off Date Pool
Balance (%)
Springing 31 $313,269,322 58.9%
Hard/ Springing Cash Management 10 155,288,683 29.2
Soft/  Springing Cash Management 4 42,343,212 8.0
Hard/ In Place Cash Management 1 21,000,000 3.9
Total 46 $531,901,217 100.0%
PREPAYMENT PROVISION SUMMARY(6)
Prepayment Provision Number of
Mortgage
Loans
Aggregate
Cut-off Date
Balance
Percent by
Aggregate Cut-
off Date Pool
Balance (%)
Lockout / Defeasance / Open 40 $427,281,217 80.3%
GRTR 1% or YM / Open 1 40,250,000 7.6
Lockout / GRTR 1% or YM / Open 2 25,700,000 4.8
Lockout / GRTR 1% or YM or Defeasance / Open 2 23,670,000 4.5
GRTR 0.50% or YM / Open 1 15,000,000 2.8
Total 46 $531,901,217 100.0%
(6)  As a result of property releases or the application of funds in a performance reserve, partial principal prepayments could occur during a period that voluntary principal prepayments are otherwise prohibited.
       

CUT-OFF DATE LOAN-TO-VALUE RATIO
Range of Cut-off Date LTV
Ratios (%)
Number of
Mortgage
Loans
Aggregate
Cut-off Date
Balance
Percent by
Aggregate Cut-
off Date Pool
Balance (%)
29.0 - 30.0 1 $15,000,000 2.8%
30.1 - 40.0 2 22,175,000 4.2
40.1 - 45.0 2 17,936,722 3.4
45.1 - 50.0 3 23,250,000 4.4
50.1 - 55.0 7 61,932,442 11.6
55.1 - 60.0 10 158,763,535 29.8
60.1 - 65.0 12 123,560,306 23.2
65.1 - 70.0 6 83,970,000 15.8
70.1 - 73.6 3 25,313,212 4.8
Total 46 $531,901,217 100.0%
Weighted Average 58.2%    
BALLOON OR ARD LOAN-TO-VALUE RATIO  
Range of Balloon or ARD LTV
Ratios (%)
Number of
Mortgage
Loans
Aggregate
Cut-off Date
Balance
Percent by
Aggregate Cut-
off Date Pool
Balance (%)
29.0 - 30.0 1 $15,000,000 2.8%
30.1 - 35.0 1 12,936,722 2.4
35.1 - 40.0 2 22,175,000 4.2
40.1 - 45.0 3 14,242,442 2.7
45.1 - 50.0 6 45,013,653 8.5
50.1 - 55.0 8 82,425,188 15.5
55.1 - 60.0 8 147,168,212 27.7
60.1 - 65.0 11 133,420,000 25.1
65.1 - 70.0 4 45,950,000 8.6
70.1 - 73.6 2 13,570,000 2.6
Total 46 $531,901,217 100.0%
Weighted Average 56.1%    
AMORTIZATION TYPE  
Amortization Type Number of
Mortgage
Loans
Aggregate
Cut-off Date
Balance
Percent by
Aggregate Cut-
off Date Pool
Balance (%)
Interest Only 34 $408,460,000 76.8%
Amortizing Balloon 9 71,671,217 13.5
Interest Only, Amortizing Balloon 3 51,770,000 9.7
Total 46 $531,901,217 100.0%
ORIGINAL TERM OF INTEREST-ONLY PERIOD FOR PARTIAL IO LOANS
IO Terms (months) Number of
Mortgage
Loans
Aggregate
Cut-off Date
Balance
Percent by
Aggregate Cut-
off Date Pool
Balance (%)
60 3 $51,770,000 9.7%
Total 3 $51,770,000 9.7%
Weighted Average 60 months    
SEASONING  
Seasoning (months) Number of
Mortgage
Loans
Aggregate
Cut-off Date
Balance
Percent by
Aggregate Cut-
off Date Pool
Balance (%)
0 6 $75,550,000 14.2%
1 18 178,714,189 33.6
2 19 235,005,188 44.2
3 2 30,456,722 5.7
4 1 12,175,118 2.3
Total 46 $531,901,217 100.0%
Weighted Average 1 month    

 

 

     


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

 

17 

 

 

Wells Fargo Commercial Mortgage Trust 2022-C62 Certain Terms and Conditions 

 

V.       Certain Terms and Conditions

 

Interest Entitlements: The interest entitlement of each Class of Certificates or trust component on each Distribution Date generally will be the interest accrued during the related Interest Accrual Period on the related Certificate Balance or Notional Amount at the related pass-through rate, net of any prepayment interest shortfalls allocated to that Class or trust component for such Distribution Date as described below.  If prepayment interest shortfalls arise from voluntary prepayments (without Master Servicer consent) on particular non-specially serviced loans during any collection period, the Master Servicer is required to make a compensating interest payment to offset those shortfalls, generally up to an amount equal to the portion of its master servicing fees that accrue at 0.25 basis points per annum.  The remaining amount of prepayment interest shortfalls will be allocated to reduce the interest entitlement on all Classes of Certificates (other than the Exchangeable Certificates) and trust components that are entitled to interest, on a pro rata basis, based on their respective amounts of accrued interest for the related Distribution Date.  For any Distribution Date, prepayment interest shortfalls allocated to a trust component will be allocated amongst the related Classes of Exchangeable Certificates, pro rata, in accordance with their respective interest accrual amounts for that distribution date.  If a Class or trust component receives less than the entirety of its interest entitlement on any Distribution Date, then the shortfall (excluding any shortfall due to prepayment interest shortfalls), together with interest thereon, will be added to its interest entitlement for the next succeeding Distribution Date.
   
Principal Distribution Amount: The Principal Distribution Amount for each Distribution Date generally will be the aggregate amount of principal received or advanced in respect of the mortgage loans, net of any non-recoverable advances and interest thereon and workout-delayed reimbursement amounts that are reimbursed to the Master Servicer, the Special Servicer or the Trustee during the related collection period.  Non-recoverable advances and interest thereon are reimbursable from principal collections and advances before reimbursement from other amounts.  Workout-delayed reimbursement amounts are reimbursable from principal collections.  
   
Subordination, Allocation of
Losses and Certain
Expenses
The chart below describes the manner in which the payment rights of certain Classes of Certificates will be senior or subordinate, as the case may be, to the payment rights of other Classes of Certificates. The chart also shows the corresponding entitlement to receive principal and/or interest of certain Classes of Certificates on any distribution date in descending order. It also shows the manner in which losses are allocated to certain Classes of Certificates in ascending order (beginning with the Non-Offered Certificates, other than the Class X-D, X-F and Class R Certificates) to reduce the Certificate Balance of each such Class to zero; provided that no principal payments or mortgage loan losses will be allocated to the Class X-A, X-B, X-D, X-F or R Certificates, although principal payments and losses may reduce the Notional Amounts of the Class X-A, X-B, X-D and X-F Certificates and, therefore, the amount of interest they accrue.
 
   
   
  (1)       The maximum certificate balances of Class A-3, Class A-4, Class A-S, Class B and Class C certificates (subject to the constraint on the aggregate initial certificate balance of the Class A-3 and Class A-4 trust components discussed in footnote (10) to the table under

 

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

 

18 

 

 

Wells Fargo Commercial Mortgage Trust 2022-C62 Certain Terms and Conditions 

 

 

“Certificate Structure”) will be issued on the closing date, and the certificate balance or notional amount of each other class of Exchangeable Certificates will be equal to zero on the closing date.  The relative priorities of the Exchangeable Certificates are described more fully under "Exchangeable Certificates."

(2)   The Class X-A, X-B, X-D and X-F Certificates are interest-only certificates.

(3)   Non-Offered Certificates.

(4)   Other than the Class X-D, X-F and R Certificates

   
Distributions: On each Distribution Date, funds available for distribution from the mortgage loans, net of specified trust fees, expenses and reimbursements will generally be distributed in the following amounts and order of priority (in each case to the extent of remaining available funds):
   
  1.   Class A-1, A-2, A-SB, X-A, X-B, X-D and X-F Certificates and the Class A-3, A-3-X1, A-3-X2, A-4, A-4-X1 and A-4-X2 trust components: To interest on the Class A-1, A-2, A-SB, X-A, X-B, X-D and X-F Certificates and the Class A-3, A-3-X1, A-3-X2, A-4, A-4-X1 and A-4-X2 trust components, pro rata, according to their respective interest entitlements.
   
  2.   Class A-1, A-2 and A-SB Certificates and the Class A-3 and A-4 trust components: To principal on the Class A-1, A-2 and A-SB Certificates and the Class A-3 and A-4 trust components in the following amounts and order of priority: (i) first, to principal on the Class A-SB Certificates, in an amount up to the Principal Distribution Amount for such Distribution Date until their Certificate Balance is reduced to the Class A-SB Planned Principal Balance for such Distribution Date; (ii) second, to principal on the Class A-1 Certificates until their Certificate Balance is reduced to zero, up to the remainder of the Principal Distribution Amount for such Distribution Date; (iii) third, to principal on the Class A-2 Certificates until their Certificate Balance is reduced to zero, up to the remainder of the Principal Distribution Amount for such Distribution Date;  (iv) fourth, to principal on the Class A-3 trust component until their Certificate Balance is reduced to zero, up to the remainder of the Principal Distribution Amount for such Distribution Date; (v) fifth, to principal on the Class A-4 trust component until its Certificate Balance is reduced to zero, up to the remainder of the Principal Distribution Amount for such Distribution Date; and (vi) sixth, to principal on the Class A-SB Certificates until their Certificate Balance is reduced to zero, up to the remainder of the Principal Distribution Amount for such Distribution Date.  However, if the Certificate Balance of each Class of Principal Balance Certificates, other than the Class A-1, A-2 and A-SB Certificates and the Class A-3 and A-4 trust components, has been reduced to zero as a result of the allocation of mortgage loan losses and expenses and any of the Class A-1, A-2 and A-SB Certificates and the Class A-3 and A-4 trust components remains outstanding, then the Principal Distribution Amount will be distributed to the Class A-1, A-2 and A-SB Certificates and the Class A-3 and A-4 trust components remaining outstanding, pro rata, based on their respective outstanding Certificate Balances, until their Certificate Balances have been reduced to zero.
   
  3.   Class A-1, A-2 and A-SB Certificates and the Class A-3 and A-4 trust components: To reimburse the holders of the Class A-1, A-2 and A-SB Certificates and the Class A-3 and A-4 trust components, pro rata, on the basis of previously allocated unreimbursed losses, for any previously unreimbursed losses (plus interest thereon) on the mortgage loans that were previously allocated in reduction of the Certificate Balances of such Classes or trust components.
   
 

4.   Class A-S, A-S-X1 and A-S-X2 trust components: To make distributions on the Class A-S, A-S-X1 and A-S-X2 trust components as follows: (a) first, to interest on the Class A-S, A-S-X1 and A-S-X2 trust components, pro rata, according to their respective interest entitlements; (b) next, to the extent of the portion of the Principal Distribution Amount remaining after distributions in respect of principal to each Class with a higher distribution priority (in this case, the Class A-1, A-2 and A-SB Certificates and the Class A-3 and A-4 trust components), to principal on the Class A-S trust component until its Certificate Balance is reduced to zero; and (c) next, to reimburse the holders of the Class A-S trust component for any previously unreimbursed losses (plus interest thereon) on the mortgage loans that were previously allocated to that trust component in reduction of their Certificate Balance.

 

5.   Class B, B-X1, B-X2 trust components: To make distributions on the Class B, B-X1 and B-X2 trust components as follows: (a) first, to interest on the Class B, B-X1 and B-X2 trust components, pro rata, according to their respective interest entitlements; (b) next, to the extent of the portion of the Principal Distribution Amount remaining after distributions in respect of principal to each Class with a higher distribution priority (in this case, the Class A-1, A-2 and A-SB Certificates and the Class A-3, A-4 and A-S trust components), to principal on the Class B trust component until its Certificate Balance is reduced to zero; and (c) next, to reimburse the holders of the Class B trust component

 

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

 

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      for any previously unreimbursed losses (plus interest thereon) on the mortgage loans that were previously allocated to that trust component in reduction of their Certificate Balance.

 

6.   Class C, C-X1, C-X2 trust components: To make distributions on the Class C, C-X1 and C-X2 trust components as follows: (a) first, to interest on the Class C, C-X1 and C-X2 trust components, pro rata, according to their respective interest entitlements; (b) next, to the extent of the portion of the Principal Distribution Amount remaining after distributions in respect of principal to each Class with a higher distribution priority (in this case, the Class A-1, A-2 and A-SB Certificates and the Class A-3, A-4, A-S and B trust components), to principal on the Class C trust component until its Certificate Balance is reduced to zero; and (c) next, to reimburse the holders of the Class C trust component for any previously unreimbursed losses (plus interest thereon) on the mortgage loans that were previously allocated to that trust component in reduction of their Certificate Balance.

 

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

 

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

 

Principal and interest payable on the Class A-3, A-3-X1, A-3-X2, A-4, A-4-X1, A-4-X2, A-S, A-S-X1, A-S-X2, B, B-X1, B-X2, C, C-X1 and C-X2 trust components will be distributed pro rata to the corresponding classes of Exchangeable Certificates representing interests therein in accordance with their Class Percentage Interests therein as described below under “Exchangeable Certificates.”

 

Exchangeable Certificates:

Each class of Exchangeable Certificates may be exchanged for the corresponding classes of Exchangeable Certificates set forth next to such class in the table below, and vice versa. Following any exchange of one or more classes of Exchangeable Certificates (the applicable “Surrendered Classes”) for one or more classes of other Exchangeable Certificates (the applicable “Received Classes”), the Class Percentage Interests (as defined below) of the outstanding certificate balances or notional amounts of the Corresponding Trust Components that are represented by the Surrendered Classes (and consequently their related certificate balances or notional amounts) will be decreased, and those of the Received Classes (and consequently their related certificate balances or notional amounts) will be increased. The dollar denomination of each of the Received Classes of certificates must be equal to the dollar denomination of each of the Surrendered Classes of certificates. No fee will be required with respect to any exchange of Exchangeable Certificates. 

 

 

Surrendered Classes (or Received Classes) of Certificates

Received Classes (or Surrendered Classes) of Certificates

  Class A-3 Class A-3-1, Class A-3-X1
  Class A-3 Class A-3-2, Class A-3-X2
  Class A-4 Class A-4-1, Class A-4-X1
  Class A-4 Class A-4-2, Class A-4-X2
  Class A-S Class A-S-1, Class A-S-X1
  Class A-S Class A-S-2, Class A-S-X2
  Class B Class B-1, Class B-X1
  Class B Class B-2, Class B-X2
  Class C Class C-1, Class C-X1
  Class C Class C-2, Class C-X2

 

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

 

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  On the closing date, the issuing entity will issue the following “trust components,” each with the initial certificate balance (or, if such trust component has an “X” suffix, notional amount) and pass-through rate set forth next to it in the table below.  Each trust component with an “X” suffix will not be entitled to distributions of principal.

 

 

Trust Component

Initial Certificate Balance or Notional Amount

Pass-Through Rate

  Class A-3 See footnote (10) to the table under “Certificate Structure Class A-3 Certificate Pass-Through Rate minus 1.00%
  Class A-3-X1 Equal to Class A-3 Trust Component Certificate Balance 0.50%
  Class A-3-X2 Equal to Class A-3 Trust Component Certificate Balance 0.50%
  Class A-4 See footnote (10) to the table under “Certificate Structure Class A-4 Certificate Pass-Through Rate minus 1.00%
  Class A-4-X1 Equal to Class A-4 Trust Component Certificate Balance 0.50%
  Class A-4-X2 Equal to Class A-4 Trust Component Certificate Balance 0.50%
  Class A-S $46,542,000 Class A-S Certificate Pass-Through Rate minus 1.00%
  Class A-S-X1 Equal to Class A-S Trust Component Certificate Balance 0.50%
  Class A-S-X2 Equal to Class A-S Trust Component Certificate Balance 0.50%
  Class B $24,600,000 Class B Certificate Pass-Through Rate minus 1.00%
  Class B-X1 Equal to Class B Trust Component Certificate Balance 0.50%
  Class B-X2 Equal to Class B Trust Component Certificate Balance 0.50%
  Class C $23,936,000 Class C Certificate Pass-Through Rate minus 1.00%
  Class C-X1 Equal to Class C Trust Component Certificate Balance 0.50%
  Class C-X2 Equal to Class C Trust Component Certificate Balance 0.50%

 

  Each class of Exchangeable Certificates represents an undivided beneficial ownership interest in the trust components set forth next to it in the table below (the “Corresponding Trust Components”).  Each class of Exchangeable Certificates has a pass-through rate equal to the sum of the pass-through rates of the Corresponding Trust Components and represents a percentage interest (the related “Class Percentage Interest”) in each Corresponding Trust Component, including principal and interest payable thereon, equal to (x) the Certificate Balance (or, if such class has an “X” suffix, Notional Amount) of such class of certificates, divided by (y) the Certificate Balance of the Class A-3 trust component (if such class of Exchangeable Certificates has an “A-3” designation), the Class A-4 trust component (if such class of Exchangeable Certificates has an “A-4” designation), the Class A-S trust component (if such class of Exchangeable Certificates has

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

 

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  an “A-S” designation), the Class B trust component (if such class of Exchangeable Certificates has a “B” designation) or the Class C trust component (if such class of Exchangeable Certificates has a “C” designation).

 

Group of Exchangeable Certificates

Class of Exchangeable Certificates

Corresponding Trust Components

  Class A-3 Exchangeable Certificates Class A-3 Class A-3, Class A-3-X1, Class A-3-X2
  Class A-3-1 Class A-3, Class A-3-X2
  Class A-3-2 Class A-3
  Class A-3-X1 Class A-3-X1
  Class A-3-X2 Class A-3-X1, Class A-3-X2
  Class A-4 Exchangeable Certificates” Class A-4 Class A-4, Class A-4-X1, Class A-4-X2
  Class A-4-1 Class A-4, Class A-4-X2
  Class A-4-2 Class A-4
  Class A-4-X1 Class A-4-X1
  Class A-4-X2 Class A-4-X1, Class A-4-X2
  Class A-S Exchangeable Certificates Class A-S Class A-S, Class A-S-X1, Class A-S-X2
  Class A-S-1 Class A-S, Class A-S-X2
  Class A-S-2 Class A-S
  Class A-S-X1 Class A-S-X1
  Class A-S-X2 Class A-S-X1, Class A-S-X2
  Class B Exchangeable Certificates Class B Class B, Class B-X1, Class B-X2
  Class B-1 Class B, Class B-X2
  Class B-2 Class B
  Class B-X1 Class B-X1
  Class B-X2 Class B-X1, Class B-X2
  Class C Exchangeable Certificates Class C Class C, Class C-X1, Class C-X2
  Class C-1 Class C, Class C-X2
  Class C-2 Class C
  Class C-X1 Class C-X1
  Class C-X2 Class C-X1, Class C-X2

 

 

The maximum Certificate Balance or Notional Amount of each class of Class A-3 Exchangeable Certificates that could be issued in an exchange is equal to the Certificate Balance of the Class A-3 trust component, the maximum Certificate Balance or Notional Amount of each class of Class A-4 Exchangeable Certificates that could be issued in an exchange is equal to the Certificate Balance of the Class A-4 trust component, the maximum Certificate Balance or Notional Amount of each class of Class A-S Exchangeable Certificates that could be issued in an exchange is equal to the Certificate Balance of the Class A-S trust component, the maximum Certificate Balance or Notional Amount of each class of Class B Exchangeable Certificates that could be issued in an exchange is equal to the Certificate Balance of the Class B trust component, and the maximum Certificate Balance or Notional Amount of each class of Class C Exchangeable Certificates that could be issued in an exchange is equal to the Certificate Balance of the Class C trust component. The maximum Certificate Balances of Class A-3, A-4, A-S, B and C Certificates (subject to the constraints on the aggregate initial Certificate Balance of the Class A-3 and Class A-4 trust components discussed in footnote (10) to the table under “Certificate Structure”) will be issued on the closing date, and the Certificate Balance or Notional Amount of each other class of Exchangeable Certificates will be equal to zero on the closing date.

 

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

 

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Each class of Class A-3 Exchangeable Certificates, Class A-4 Exchangeable Certificates, Class A-S Exchangeable Certificates, Class B Exchangeable Certificates and Class C Exchangeable Certificates will have a Certificate Balance or Notional Amount equal to its Class Percentage Interest multiplied by the Certificate Balance of the Class A-3 trust component, Class A-4 trust component, Class A-S trust component, Class B trust component or Class C trust component, respectively. Each class of Class A-3 Exchangeable Certificates, Class A-4 Exchangeable Certificates, Class A-S Exchangeable Certificates, Class B Exchangeable Certificates and Class C Exchangeable Certificates with a Certificate Balance will have the same approximate initial credit support percentage, Expected Weighted Average Life, Expected Principal Window, Certificate Principal U/W NOI Debt Yield and Certificate Principal to Value Ratio as the Class A-3 Certificates, Class A-4 Certificates, Class A-S Certificates, Class B Certificates or Class C Certificates, respectively, shown above.
Allocation of Yield Maintenance Charges and Prepayment Premiums:

If any Yield Maintenance Charge or Prepayment Premium is collected during any particular collection period with respect to any mortgage loan, then on the Distribution Date corresponding to that collection period, the certificate administrator will pay that Yield Maintenance Charge or Prepayment Premium (net of liquidation fees payable therefrom) in the following manner:

 

(1)     to each class of the Class A-1, A-2, A-SB, A-3, A-3-1, A-3-2, A-4, A-4-1, A-4-2, A-S, A-S-1, A-S-2, B, B-1, B-2, C, C-1, C-2, D and E Certificates, the product of (a) such Yield Maintenance Charge or Prepayment Premium, (b) the related Base Interest Fraction for such class and the applicable principal prepayment, and (c) a fraction, the numerator of which is equal to the amount of principal distributed to such class for that Distribution Date, and the denominator of which is the total amount of principal distributed to the Class A-1, A-2, A-SB, D, E, F, G-RR and H-RR Certificates and the Class A-3 Exchangeable Certificates, the Class A-4 Exchangeable Certificates, the Class A-S Exchangeable Certificates, the Class B Exchangeable Certificates and the Class C Exchangeable Certificates for that Distribution Date,

 

(2)     to the Class A-3-X1 Certificates, the product of (a) such Yield Maintenance Charge or Prepayment Premium, (b) a fraction, the numerator of which is equal to the amount of principal distributed to the Class A-3-1 Certificates for that Distribution Date, and the denominator of which is the total amount of principal distributed to the Class A-1, A-2, A-SB, D, E, F, G-RR and H-RR Certificates and the Class A-3 Exchangeable Certificates, the Class A-4 Exchangeable Certificates, the Class A-S Exchangeable Certificates, the Class B Exchangeable Certificates and the Class C Exchangeable Certificates for that Distribution Date and (c) the difference between (i) the Base Interest Fraction for the Class A-3 Certificates and the applicable principal prepayment and (ii) the Base Interest Fraction for the Class A-3-1 Certificates and the applicable principal prepayment,

 

(3)     to the Class A-3-X2 Certificates, the product of (a) such Yield Maintenance Charge or Prepayment Premium, (b) a fraction, the numerator of which is equal to the amount of principal distributed to the Class A-3-2 Certificates for that Distribution Date, and the denominator of which is the total amount of principal distributed to the Class A-1, A-2, A-SB, D, E, F, G-RR and H-RR Certificates and the Class A-3 Exchangeable Certificates, the Class A-4 Exchangeable Certificates, the Class A-S Exchangeable Certificates, the Class B Exchangeable Certificates and the Class C Exchangeable Certificates for that Distribution Date and (c) the difference between (i) the Base Interest Fraction for the Class A-3 Certificates and the applicable principal prepayment and (ii) the Base Interest Fraction for the Class A-3-2 Certificates and the applicable principal prepayment,

 

(4)     to the Class A-4-X1 Certificates, the product of (a) such Yield Maintenance Charge or Prepayment Premium, (b) a fraction, the numerator of which is equal to the amount of principal distributed to the Class A-4-1 Certificates for that Distribution Date, and the denominator of which is the total amount of principal distributed to the Class A-1, A-2, A-SB, D, E, F, G-RR and H-RR Certificates and the Class A-3 Exchangeable Certificates, the Class A-4 Exchangeable Certificates, the Class A-S Exchangeable Certificates, the Class B Exchangeable Certificates and the Class C Exchangeable Certificates for that Distribution Date and (c) the difference between (i) the Base Interest Fraction for the Class A-4 Certificates and the applicable principal prepayment and (ii) the Base Interest Fraction for the Class A-4-1 Certificates and the applicable principal prepayment,

 

(5)     to the Class A-4-X2 Certificates, the product of (a) such Yield Maintenance Charge or Prepayment Premium, (b) a fraction, the numerator of which is equal to the amount of principal distributed to the Class A-4-2 Certificates for that

 

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

 

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        Distribution Date, and the denominator of which is the total amount of principal distributed to the Class A-1, A-2, A-SB, D, E, F, G-RR and H-RR Certificates and the Class A-3 Exchangeable Certificates, the Class A-4 Exchangeable Certificates, the Class A-S Exchangeable Certificates, the Class B Exchangeable Certificates and the Class C Exchangeable Certificates for that Distribution Date and (c) the difference between (i) the Base Interest Fraction for the Class A-4 Certificates and the applicable principal prepayment and (ii) the Base Interest Fraction for the Class A-4-2 Certificates and the applicable principal prepayment,

 

(6)     to the Class A-S-X1 Certificates, the product of (a) such Yield Maintenance Charge or Prepayment Premium, (b) a fraction, the numerator of which is equal to the amount of principal distributed to the Class A-S-1 Certificates for that Distribution Date, and the denominator of which is the total amount of principal distributed to the Class A-1, A-2, A-SB, D, E, F, G-RR and H-RR Certificates and the Class A-3 Exchangeable Certificates, the Class A-4 Exchangeable Certificates, the Class A-S Exchangeable Certificates, the Class B Exchangeable Certificates and the Class C Exchangeable Certificates for that Distribution Date and (c) the difference between (i) the Base Interest Fraction for the Class A-S Certificates and the applicable principal prepayment and (ii) the Base Interest Fraction for the Class A-S-1 Certificates and the applicable principal prepayment,

 

(7)     to the Class A-S-X2 Certificates, the product of (a) such Yield Maintenance Charge or Prepayment Premium, (b) a fraction, the numerator of which is equal to the amount of principal distributed to the Class A-S-2 Certificates for that Distribution Date, and the denominator of which is the total amount of principal distributed to the Class A-1, A-2, A-SB, D, E, F, G-RR and H-RR Certificates and the Class A-3 Exchangeable Certificates, the Class A-4 Exchangeable Certificates, the Class A-S Exchangeable Certificates, the Class B Exchangeable Certificates and the Class C Exchangeable Certificates for that Distribution Date and (c) the difference between (i) the Base Interest Fraction for the Class A-S Certificates and the applicable principal prepayment and (ii) the Base Interest Fraction for the Class A-S-2 Certificates and the applicable principal prepayment,

 

(8)     to the Class B-X1 Certificates, the product of (a) such Yield Maintenance Charge or Prepayment Premium, (b) a fraction, the numerator of which is equal to the amount of principal distributed to the Class B-1 Certificates for that Distribution Date, and the denominator of which is the total amount of principal distributed to the Class A-1, A-2, A-SB, D, E, F, G-RR and H-RR Certificates and the Class A-3 Exchangeable Certificates, the Class A-4 Exchangeable Certificates, the Class A-S Exchangeable Certificates, the Class B Exchangeable Certificates and the Class C Exchangeable Certificates for that Distribution Date and (c) the difference between (i) the Base Interest Fraction for the Class B Certificates and the applicable principal prepayment and (ii) the Base Interest Fraction for the Class B-1 Certificates and the applicable principal prepayment,

 

(9)   to the Class B-X2 Certificates, the product of (a) such Yield Maintenance Charge or Prepayment Premium, (b) a fraction, the numerator of which is equal to the amount of principal distributed to the Class B-2 Certificates for that Distribution Date, and the denominator of which is the total amount of principal distributed to the Class A-1, A-2, A-SB, D, E, F, G-RR and H-RR Certificates and the Class A-3 Exchangeable Certificates, the Class A-4 Exchangeable Certificates, the Class A-S Exchangeable Certificates, the Class B Exchangeable Certificates and the Class C Exchangeable Certificates for that Distribution Date and (c) the difference between (i) the Base Interest Fraction for the Class B Certificates and the applicable principal prepayment and (ii) the Base Interest Fraction for the Class B-2 Certificates and the applicable principal prepayment,

 

(10)   to the Class C-X1 Certificates, the product of (a) such Yield Maintenance Charge or Prepayment Premium, (b) a fraction, the numerator of which is equal to the amount of principal distributed to the Class C-1 Certificates for that Distribution Date, and the denominator of which is the total amount of principal distributed to the Class A-1, A-2, A-SB, D, E, F, G-RR and H-RR Certificates and the Class A-3 Exchangeable Certificates, the Class A-4 Exchangeable Certificates, the Class A-S Exchangeable Certificates, the Class B Exchangeable Certificates and the Class C Exchangeable Certificates for that Distribution Date and (c) the difference between (i) the Base Interest Fraction for the Class C Certificates and the

 

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

 

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        applicable principal prepayment and (ii) the Base Interest Fraction for the Class C-1 Certificates and the applicable principal prepayment,

 

(11)   to the Class C-X2 Certificates, the product of (a) such Yield Maintenance Charge or Prepayment Premium, (b) a fraction, the numerator of which is equal to the amount of principal distributed to the Class C-2 Certificates for that Distribution Date, and the denominator of which is the total amount of principal distributed to the Class A-1, A-2, A-SB, D, E, F, G-RR and H-RR Certificates and the Class A-3 Exchangeable Certificates, the Class A-4 Exchangeable Certificates, the Class A-S Exchangeable Certificates, the Class B Exchangeable Certificates and the Class C Exchangeable Certificates for that Distribution Date and (c) the difference between (i) the Base Interest Fraction for the Class C Certificates and the applicable principal prepayment and (ii) the Base Interest Fraction for the Class C-2 Certificates and the applicable principal prepayment,

 

(12)   to the Class X-A Certificates, the excess, if any, of (a) the product of (i) such Yield Maintenance Charge or Prepayment Premium and (ii) a fraction, the numerator of which is equal to the total amount of principal distributed to the Class A-1, A-2 and A-SB Certificates and the Class A-3 Exchangeable Certificates and the Class A-4 Exchangeable Certificates for that Distribution Date, and the denominator of which is the total amount of principal distributed to the Class A-1, A-2, A-SB, D, E, F, G-RR and H-RR Certificates and the Class A-3 Exchangeable Certificates, the Class A-4 Exchangeable Certificates, the Class A-S Exchangeable Certificates, the Class B Exchangeable Certificates and the Class C Exchangeable Certificates for that Distribution Date, over (b) the total amount of such Yield Maintenance Charge or Prepayment Premium distributed to the Class A-1, Class A-2 and Class A-SB Certificates and the Class A-3 Exchangeable Certificates and the Class A-4 Exchangeable Certificates as described above, and

 

(13)   to the Class X-B Certificates, any remaining portion of such Yield Maintenance Charge or Prepayment Premium not distributed as described above.

 

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

 

Realized Losses:

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

 

Any portion of such amount applied to the Class A-3, A-4, A-S, B or C trust component will reduce the Certificate Balance or Notional Amount of each Class of Certificates in the related group of Exchangeable Certificates by an amount equal to the product of (x) its Certificate Balance or Notional Amount, divided by the Certificate Balance of such trust component prior to the applicable reduction, and (y) the amount applied to such trust component.

 

The Notional Amount of the Class X-A Certificates will be reduced by the amount of all losses that are allocated to the Class A-1, A-2 and A-SB Certificates and the Class A-3 and A-4 trust components as write-offs in reduction of their Certificate Balances. The Notional Amount of the Class X-B Certificates will be reduced by the amount of all losses that are allocated to the Class A-S, B and C trust components as write-offs in reduction of their Certificate Balances.

 

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

 

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

 

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Wells Fargo Commercial Mortgage Trust 2022-C62 Certain Terms and Conditions 

 

  designations (except that interest payments on the Class A-1, A-2, A-SB, A-3, A-3-X1, A-3-X2, A-4, A-4-X1, A-4-X2, X-A, X-B, X-D and X-F Certificates would be affected on a pari passu basis).
Servicing Advances: The Master Servicer or, if the Master Servicer fails to do so, the Trustee, will be obligated to make servicing advances, including the payment of delinquent property taxes, insurance premiums and ground rent, except to the extent that those advances are deemed non-recoverable from collections on the related mortgage loan. The Master Servicer or the Trustee, as applicable, will have the primary obligation to make any required servicing advances with respect to any serviced whole loan. With respect to any non-serviced whole loan, the master servicer or trustee, as applicable, under the related lead securitization servicing agreement will have the primary obligation to make any required servicing advances with respect to such non-serviced whole loan.

Appraisal Reduction 

Amounts and Collateral Deficiency Amounts:

 

An “Appraisal Reduction Amount” generally will be created in the amount, if any, by which the principal balance of a required appraisal loan (which is a mortgage loan (other than a non-serviced mortgage loan) with respect to which certain defaults, modifications or insolvency events have occurred as further described in the Preliminary Prospectus) plus other amounts overdue or advanced in connection with such mortgage loan exceeds 90% of the appraised value of the related mortgaged property plus certain escrows and reserves (including letters of credit) held with respect to the mortgage loan. With respect to any serviced whole loan, any Appraisal Reduction Amount will be allocated, pro rata, to the related mortgage loan and the related pari passu companion loan(s). With respect to any non-serviced mortgage loan, appraisal reduction amounts are expected to be calculated in a similar manner under the related non-serviced pooling and servicing agreement.

 

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

 

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

 

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

 

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

 

Neither (i) a Payment Accommodation with respect to any mortgage loan or serviced whole loan nor (ii) any default or delinquency that would have existed but for such Payment Accommodation will constitute an appraisal reduction event, for so long as the related borrower is complying with the terms of such Payment Accommodation.

 

A “Payment Accommodation” for any mortgage loan or serviced whole loan means the entering into of any temporary forbearance agreement as a result of the COVID-19 emergency (and qualification as a COVID-19 emergency forbearance will be determined by the special servicer in its sole and absolute discretion in accordance with the servicing standard) relating to payment obligations or operating covenants under the related mortgage loan documents or the use of funds on deposit in any reserve account or escrow account for any purpose other than the explicit purpose described in the related mortgage loan documents, that in each case (i) defers no greater than 3 monthly debt service payments (but no greater than 9 monthly debt service payments in the aggregate with any other Payment Accommodations) and (ii) requires full repayment of deferred payments, reserves and escrows by the date that is 12 months following the date of the first Payment Accommodation for such mortgage loan or serviced whole loan.

 

Clean-Up Call and Exchange

Termination:

On each Distribution Date occurring after the aggregate unpaid principal balance of the pool of mortgage loans is less than 1.0% of the principal balance of the mortgage loans as of the cut-off date, certain specified persons will have the option to purchase all of the remaining mortgage loans (and the trust’s interest in all property acquired through exercise of remedies in respect of 

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

 

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any mortgage loan) at the price specified in the Preliminary Prospectus. Exercise of the option will terminate the trust and retire the then-outstanding Certificates.

 

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

 

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

A directing certificateholder may be appointed by the “majority controlling class certificateholder”, which will be the holder(s) of a majority of the Controlling Class.

 

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

 

Control and Consultation:

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

 

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

 

A “Consultation Termination Event” will occur when (i) there is no Class of Control Eligible Certificates that has a then-outstanding Certificate Balance at least equal to 25% of the initial Certificate Balance of that Class, in each case, without regard to the application of any Cumulative Appraisal Reduction Amounts; or (ii) a holder of the Class G-RR certificates is the majority Controlling Class Certificateholder and has irrevocably waived its right, in writing, to exercise any of the rights of the Controlling Class Certificateholder and such rights have not been reinstated to a successor controlling class certificateholder pursuant to the terms of the WFCM 2022-C62 pooling and servicing agreement; provided that no Consultation Termination Event resulting solely from the operation of clause (ii) will be deemed to have existed or be in continuance with respect to a successor holder of the Class G-RR certificates that has not irrevocably waived its right to exercise any of the rights of the Controlling Class Certificateholder; provided, further, that a Consultation Termination Event will not be deemed continuing in the event that the Certificate Balances of the Certificates other than the Control Eligible Certificates have been reduced to zero as a result of principal payments on the mortgage loans.

 

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

 

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

 

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downgrade or withdrawal of any of their then-current ratings of Certificates (and any certificates backed by any pari passu companion loan(s) serviced under this transaction).

 

If a Control Termination Event has occurred and is continuing but no Consultation Termination Event has occurred and is continuing, the Special Servicer will be required to consult with the directing certificateholder (other than with respect to Excluded Loans) in connection with asset status reports and material special servicing actions.

 

If a Consultation Termination Event has occurred and is continuing, no directing certificateholder will be recognized or have any right to terminate the Special Servicer or approve, direct or consult with respect to servicing matters.

 

With respect to each serviced whole loan, the rights of the directing certificateholder described above will be subject to the consultation rights of the holders of the related pari passu companion loans. Those consultation rights will generally extend to asset status reports and material special servicing actions involving the related whole loan, will be as set forth in the related intercreditor agreement, and will be in addition to the rights of the directing certificateholder in this transaction described above.

 

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

 

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

 

Notwithstanding any contrary description set forth above, in the event that, with respect to any mortgage loan, the majority controlling class certificateholder or the directing certificateholder is a Borrower Party, the majority controlling class certificateholder and the directing certificateholder will have no right to receive asset status reports or such other information as may be specified in the WFCM 2022-C62 pooling and servicing agreement, to grant or withhold approval of, or consult with respect to, asset status reports prepared, and material servicing actions proposed, by the Special Servicer, with respect to such mortgage loan, and such mortgage loan will be referred to as an “Excluded Loan” as to such party.

 

In addition, notwithstanding any contrary description set forth above, in the event that, with respect to any mortgage loan, a controlling class certificateholder is a Borrower Party, such controlling class certificateholder will have no right to receive asset status reports or such other information as may be specified in the WFCM 2022-C62 pooling and servicing agreement with respect to such mortgage loan.

 

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

 

Risk Retention Consultation Party:

A risk retention consultation party may be appointed by the holder or holders of more than 50% of the VRR Interest, by Certificate Balance. The holder of the majority of the VRR Interest will have a continuing right to appoint, remove or replace the risk retention consultation party in its sole discretion. This right may be exercised at any time and from time to time. There is expected to be no initial risk retention consultation party as of the closing date.

 

Notwithstanding any contrary description set forth above, in the event that, with respect to any mortgage loan, the holder of the majority of the VRR Interest or the risk retention consultation party is a Borrower Party, such mortgage loan will be referred to as an “Excluded Loan” as to such party. Except with respect to an Excluded Loan as to such party, the risk retention

 

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

 

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  consultation party will be entitled to consult with the Special Servicer, upon request of the risk retention consultation party, with respect to certain material servicing actions proposed by the Special Servicer.
Replacement of Special Servicer:

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

 

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

 

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

 

Excluded Special Servicer: In the event that, with respect to any mortgage loan, the Special Servicer is a Borrower Party, the Special Servicer will be required to resign as special servicer of such mortgage loan (referred to as an “excluded special servicer loan”). If no Control Termination Event has occurred and is continuing, the directing certificateholder will be entitled to appoint (and may replace with or without cause) a separate special servicer that is not a Borrower Party (referred to as an “excluded special servicer”) with respect to such excluded special servicer loan unless such excluded special servicer loan is also an excluded loan.  Otherwise, upon resignation of the Special Servicer with respect to an excluded special servicer loan, the resigning Special Servicer will be required to use commercially reasonable efforts to appoint the excluded special servicer.
Appraisal Remedy: If the Class of Certificates comprising the Controlling Class loses its status as Controlling Class because of the application of an Appraisal Reduction Amount or Collateral Deficiency Amount, the holders of a majority of the voting rights of such Class may require the Special Servicer to order a second appraisal for any mortgage loan in respect of which an Appraisal Reduction Amount or Collateral Deficiency Amount has been applied.  The Special Servicer must thereafter determine whether, based on its assessment of such second appraisal, any recalculation of the Appraisal Reduction Amount or Collateral Deficiency Amount is warranted and, if so warranted, will recalculate such Appraisal Reduction Amount or Collateral Deficiency Amount. Such Class will not be able to exercise any direction, control, consent and/or similar rights of the Controlling Class unless and until reinstated as the Controlling Class through such determination; and pending such determination, the rights of the Controlling Class will be exercised by the Control Eligible Certificates, if any, that would be the Controlling Class taking into account the subject appraisal reduction amount.
Sale of Defaulted Assets:

There will be no “fair value” purchase option. Instead, the WFCM 2022-C62 pooling and servicing agreement will authorize the Special Servicer to sell defaulted mortgage loans serviced by such Special Servicer to the highest bidder in a manner generally similar to sales of REO properties.

 

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

 

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

 

With respect to any serviced whole loan, if such whole loan becomes a defaulted loan under the WFCM 2022-C62 pooling and servicing agreement, the Special Servicer will generally be required to sell both the mortgage loan and the related pari passu companion loan(s) as a single whole loan.

 

With respect to each non-serviced whole loan, the applicable servicing agreement governing the servicing of such whole loan generally provides (or is expected to provide) that, if the related pari passu companion loan(s) serviced under such agreement become a defaulted loan under such servicing agreement, then the related special servicer may offer to sell to any person (or may offer to purchase) for cash such whole loan during such time as such applicable pari passu companion loan(s) constitutes a defaulted loan under such servicing agreement. Generally speaking, in connection with any such sale, the related special servicer is required to sell both the mortgage loan and the related pari passu companion loan(s) (and, in some cases, any related subordinate companion loan) as a whole loan. The directing certificateholder for this securitization generally will have consultation rights as the holder of an interest in the related mortgage loan, as described in the Preliminary Prospectus.

 

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

 

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

The Operating Advisor will have certain review and consultation rights relating to the performance of the Special Servicer and with respect to its actions taken in connection with the resolution and/or liquidation of Specially Serviced Loans. With respect to each mortgage loan (other than a Non-Serviced Mortgage Loan) or serviced whole loan, the Operating Advisor will be responsible for:

 

●    reviewing the actions of the Special Servicer with respect to any Specially Serviced Loan;

 

●    reviewing (i) all reports by the Special Servicer made available to Privileged Persons on the Certificate Administrator’s website that are relevant to the Operating Advisor’s obligations under the pooling and servicing agreement and (ii) each Asset Status Report (as defined in the Preliminary Prospectus) (after the occurrence and during the continuance of an Operating Advisor Consultation Event (as defined below)) and Final Asset Status Report (as defined in the Preliminary Prospectus);

 

●    reviewing for accuracy and consistency with the WFCM 2022-C62 pooling and servicing agreement the mathematical calculations by the special servicer and the corresponding application of the non-discretionary portion of the applicable formulas required to be utilized in connection with Appraisal Reduction Amounts, Collateral Deficiency Amounts and net present value calculations used in the Special Servicer’s determination of what course of action to take in connection with the workout or liquidation of a Specially Serviced Loan; and

 

●    preparing an annual report (if any mortgage loan (other than any Non-Serviced Mortgage Loan) or serviced whole loan was a Specially Serviced Loan at any time during the prior calendar year or an Operating Advisor Consultation Event (as defined below) occurred during the prior calendar year) that sets forth whether the Operating Advisor believes, in its sole discretion exercised in good faith, that the Special Servicer is operating in compliance with the Servicing Standard with respect to its performance of its duties under the pooling and servicing agreement with respect to Specially Serviced Loans (and, after the occurrence and continuance of an Operating Advisor Consultation Event (as defined below), with respect to major decisions on non-Specially Serviced Loans) during the prior calendar year on an “asset-level basis”. The Operating Advisor will identify (1) which, if any, standards the Operating Advisor believes, in its sole discretion exercised in good faith, the Special Servicer has failed to comply with and (2) any material deviations from the Special Servicer’s obligations under the pooling and servicing agreement with respect to the resolution or liquidation of any Specially

 

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

 

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      Serviced Loan or REO Property (other than with respect to any REO Property related to any Non-Serviced Mortgage Loan). In preparing any Operating Advisor Annual Report (as defined in the Preliminary Prospectus), the Operating Advisor will not be required to report on instances of non-compliance with, or deviations from, the Servicing Standard or the Special Servicer’s obligations under the pooling and servicing agreement that the Operating Advisor determines, in its sole discretion exercised in good faith, to be immaterial.

 

With respect to each mortgage loan (other than any Non-Serviced Mortgage Loan) or serviced whole loan, after the Operating Advisor has received notice that an Operating Advisor Consultation Event (as defined below) has occurred and is continuing, in addition to the duties described above, the Operating Advisor will be required to perform the following additional duties:

 

●    to consult (on a non-binding basis) with the Special Servicer in respect of asset status reports and

 

●    to consult (on a non-binding basis) with the Special Servicer with respect to “major decisions” processed by the Special Servicer.

 

An “Operating Advisor Consultation Event” will occur when the Certificate Balance of the Class G-RR and Class H-RR Certificates in the aggregate (taking into account the application of any Cumulative Appraisal Reduction Amounts to notionally reduce the Certificate Balances of such Classes) is 25% or less of the initial Certificate Balances of such Classes in the aggregate.

 

Asset Representations Reviewer:

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

 

The Asset Representations Reviewer may be terminated and replaced without cause. Upon (i) the written direction of certificateholders evidencing not less than 25% of the voting rights (without regard to the application of any Cumulative Appraisal Reduction Amounts) requesting a vote to terminate and replace the Asset Representations Reviewer with a proposed successor Asset Representations Reviewer that is an eligible asset representations reviewer, and (ii) payment by such holders to the certificate administrator of the reasonable fees and expenses to be incurred by the certificate administrator in connection with administering such vote, the certificate administrator will promptly provide notice to all certificateholders and the Asset Representations Reviewer of such request by posting such notice on its internet website, and by mailing such notice to all certificateholders and the Asset Representations Reviewer. Upon the written direction of certificateholders evidencing at least 75% of a certificateholder quorum (without regard to the application of any Cumulative Appraisal Reduction Amounts), the Trustee will terminate all of the rights and obligations of the Asset Representations Reviewer under the WFCM 2022-C62 pooling and servicing agreement by written notice to the Asset Representations Reviewer, and the proposed successor Asset Representations Reviewer will be appointed. See “Pooling and Servicing Agreement—The Asset Representations Reviewer” in the Preliminary Prospectus.

 

Dispute Resolution Provisions:

The mortgage loan sellers will be subject to the dispute resolution provisions set forth in the WFCM 2022-C62 pooling and servicing agreement to the extent those provisions are triggered with respect to any mortgage loan sold to the depositor by a mortgage loan seller and such mortgage loan seller will be obligated under the related mortgage loan purchase agreement to comply with all applicable provisions and to take part in any mediation or arbitration proceedings that may result.

 

Generally, in the event that a Repurchase Request (as defined in the Preliminary Prospectus) is not “Resolved” (as defined below) within 180 days after the related mortgage loan seller receives such Repurchase Request, then the enforcing servicer will be required to send a notice to the “Initial Requesting Certificateholder” (if any) and the Certificate Administrator indicating the enforcing servicer’s intended course of action with respect to the Repurchase Request. If (a) the enforcing servicer’s intended course of action with respect to the Repurchase Request does not involve pursuing further action to exercise rights against the related mortgage loan seller with

 

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

 

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respect to the Repurchase Request and the Initial Requesting Certificateholder, if any, or any other certificateholder or certificate owner wishes to exercise its right to refer the matter to mediation (including non-binding arbitration) or arbitration, or (b) the enforcing servicer’s intended course of action is to pursue further action to exercise rights against the related mortgage loan seller with respect to the Repurchase Request but the Initial Requesting Certificateholder, if any, or any other certificateholder or certificate owner does not agree with the dispute resolution method selected by the enforcing servicer, then the Initial Requesting Certificateholder, if any, or such other certificateholder or certificate owner may deliver a written notice to the Special Servicer indicating its intent to exercise its right to refer the matter to either mediation or arbitration.

 

“Resolved” means, with respect to a Repurchase Request, (i) that the related Material Defect has been cured, (ii) the related mortgage loan has been repurchased in accordance with the related mortgage loan purchase agreement, (iii) a mortgage loan has been substituted for the related mortgage loan in accordance with the related mortgage loan purchase agreement, (iv) the applicable mortgage loan seller has made a Loss of Value Payment (as defined in the Preliminary Prospectus), (v) a contractually binding agreement is entered into between the enforcing servicer, on behalf of the issuing entity, and the related mortgage loan seller that settles the related mortgage loan seller’s obligations under the related mortgage loan purchase agreement or (vi) the related mortgage loan is no longer property of the issuing entity as a result of a sale or other disposition in accordance with the WFCM 2022-C62 pooling and servicing agreement. See “Pooling and Servicing Agreement—Dispute Resolution Provisions” in the Preliminary Prospectus.

 

Investor Communications: The certificate administrator is required to include on any Form 10–D any request received from a certificateholder to communicate with other certificateholders related to certificateholders exercising their rights under the terms of the WFCM 2022-C62 pooling and servicing agreement. Any certificateholder wishing to communicate with other certificateholders regarding the exercise of its rights under the terms of the WFCM 2022-C62 pooling and servicing agreement will be able to deliver a written request signed by an authorized representative of the requesting investor to the certificate administrator.
   
Certain Fee Offsets: If a workout fee is earned by the Special Servicer following a loan default with respect to any mortgage loan that it services, then certain limitations will apply based on modification fees paid by the borrower.  The modification fee generally must not exceed 1% of the principal balance of the loan as modified in any 12-month period.  In addition, if the loan re-defaults, any subsequent workout fee on that loan must be reduced by a portion of the modification fees paid by the borrower in the previous 12-months. Likewise, liquidation fees collected in connection with a liquidation or partial liquidation of a mortgage loan must be reduced by a portion of the modification fees paid by the borrower in the previous 12 months.
   
Deal Website: The Certificate Administrator will be required to maintain a deal website, which will include, among other items: (a) summaries of asset status reports prepared by the Special Servicer, (b) inspection reports, (c) appraisals, (d) various “special notices” described in the Preliminary Prospectus, (e) the “Investor Q&A Forum”, (f) a voluntary “Investor Registry” and (g) the “Risk Retention Special Notices” tab.  Investors may access the deal website following execution of a certification and confidentiality agreement.
   
Initial Majority Controlling Class Certificateholder: It is expected that Argentic Securities Holdings Cayman Limited, an affiliate of Argentic Real Estate Finance LLC and Argentic Services Company LP or an affiliate will be the initial majority controlling class certificateholder.
   
Whole Loans: Each of the mortgaged properties identified above under “IV. Characteristics of the Mortgage Pool—B. Summary of the Whole Loans” secures both a mortgage loan to be included in the trust fund and one or more other mortgage loans that will not be included in the trust fund, each of which will be pari passu or subordinate in right of payment with the mortgage loan included in the trust fund. We refer to each such group of mortgage loans as a “whole loan”. Such “—Summary of the Whole Loans” section includes further information regarding the various notes in each whole loan, the holders of such notes, the lead servicing agreement for each such whole loan, and the master servicer and special servicer under such lead servicing agreement.

 

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

 

32 

 

 

Retail – Anchored Loan #1 Cut-off Date Balance:   $44,700,000
Property Addresses - Various Pacific Castle Portfolio Cut-off Date LTV:   60.0%
    U/W NCF DSCR:   2.43x
    U/W NOI Debt Yield:   10.2%

 

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

 

33 

 

 

Retail – Anchored Loan #1 Cut-off Date Balance:   $44,700,000
Property Addresses - Various Pacific Castle Portfolio Cut-off Date LTV:   60.0%
    U/W NCF DSCR:   2.43x
    U/W NOI Debt Yield:   10.2%

 

img 

 

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

 

34 

 

  

No. 1 – Pacific Castle Portfolio
 
Mortgage Loan Information   Mortgaged Property Information
Mortgage Loan Seller: AREF   Single Asset/Portfolio: Portfolio

Credit Assessment 

(Fitch/KBRA/Moody’s): 

NR/NR/NR   Property Type – Subtype: Retail - Anchored
Original Principal Balance(1): $44,700,000   Location: Various
Cut-off Date Balance(1): $44,700,000   Size: 465,115 SF
% of Initial Pool Balance: 8.4%   Cut-off Date Balance Per SF(1): $139.11
Loan Purpose(2): Acquisition/Refinance   Maturity Date Balance Per SF(1): $139.11
Borrower Sponsors: Wayne Cheng and Cheng Family Trust, dated December 21, 2001   Year Built/Renovated: Various/Various
Guarantors: Wayne Cheng and Cheng Family Trust, dated December 21, 2001   Title Vesting: Fee
Mortgage Rate: 3.8850%   Property Manager: Pacific Castle Management, Inc.
Note Date: February 2, 2022   Current Occupancy (As of): 92.0% (1/1/2022)
Seasoning: 2 months   YE 2020 Occupancy: 86.0%
Maturity Date: February 6, 2032   YE 2019 Occupancy(4): 91.4%
IO Period: 120 months   YE 2018 Occupancy(4): 90.7%
Loan Term (Original): 120 months   As-Is Appraised Value(5): $107,800,000
Amortization Term (Original): NAP   As-Is Appraised Value Per SF(5): $231.77
Loan Amortization Type: Interest Only   As-Is Appraisal Valuation Date(5): December 28, 2021
Call Protection: L(26),D(89),O(5)      
Lockbox Type: Hard/Springing Cash Management   Underwriting and Financial Information(6)
Additional Debt(1): Yes   TTM NOI (9/30/2021)(7): $5,675,258
Additional Debt Type (Balance)(1): Pari Passu ($20,000,000)   YE 2020 NOI: $5,089,684
      YE 2019 NOI(8): $5,607,506
    YE 2018 NOI: $5,234,513
          U/W Revenues: $9,182,898
          U/W Expenses: $2,601,302
Escrows and Reserves(3)   U/W NOI(7): $6,581,596
  Initial Monthly Cap   U/W NCF: $6,192,992
Taxes $373,548 $74,710 NAP   U/W DSCR based on NOI/NCF(1): 2.58x / 2.43x
Insurance $106,062 $11,785 NAP   U/W Debt Yield based on NOI/NCF(1): 10.2% / 9.6%
Replacement Reserve $0 $5,814 $348,836   U/W Debt Yield at Maturity based on NOI/NCF(1): 10.2% / 9.6%
TI/LC Reserve $300,000 $29,070 $1,046,509   Cut-off Date LTV Ratio(1)(5): 60.0%
Immediate Repairs $40,063 $0 NAP   LTV Ratio at Maturity(1)(5): 60.0%

 

Sources and Uses
Sources         Uses      
Original whole loan amount $64,700,000   83.6%   Purchase price(2) $50,847,934   65.7%
Equity contribution 12,719,130   16.4      Loan payoff(2) 24,582,758   31.8   
          Closing costs 1,168,766   1.5   
          Reserves 819,673   1.1   
Total Sources $77,419,130   100.0%   Total Uses $77,419,130   100.0%
(1)The Pacific Castle Portfolio Mortgage Loan (as defined below) is part of the Pacific Castle Portfolio Whole Loan (as defined below) with an original aggregate principal balance of $64,700,000. The Cut-off Date Balance Per SF, Maturity Date Balance Per SF, U/W DSCR based on NOI/NCF, U/W Debt Yield based on NOI/NCF, U/W Debt Yield at Maturity based on NOI/NCF, Cut-off Date LTV Ratio and LTV Ratio at Maturity numbers presented above are based on the Pacific Castle Portfolio Whole Loan.

(2)The Pacific Castle Portfolio Whole Loan facilitated the acquisition of the Sandstone Village Property (as defined below) for approximately $18.3 million and the Rancho Cordova Town Center Property (as defined below) for $32.5 million, and the refinance of the Prune Tree Center Property (as defined below) and Rimrock Plaza Property (as defined below).

(3)See “Escrows” section below.

(4)The Rimrock Plaza Property was acquired in 2020 and the prior owner did not provide historical occupancy statistics. The occupancy figures used in the calculation were obtained from the appraisal.

(5)The As-Is Appraised Value represents the portfolio market value of the Pacific Castle Portfolio Properties (as defined below) as of December 28, 2021, if the entire property portfolio is marketed to a single purchaser. Based on the sum of the appraised values of the individual properties which equals $101,350,000, the As-Is Appraised Value Per SF, Cut-off Date LTV Ratio and LTV Ratio at Maturity are $217.90, 63.8% and 63.8%, respectively.

(6)While the Pacific Castle Portfolio Mortgage Loan was originated after the emergence of the novel coronavirus pandemic and the economic disruption resulting from measures to combat the pandemic, the pandemic is an evolving situation and could impact the Pacific Castle Portfolio Mortgage Loan more severely than assumed in the underwriting and could adversely affect the NOI, NCF and occupancy information, as well as the appraised value and the DSCR, LTV and Debt Yield metrics presented above. See “Risk Factors—Risks Related to Market Conditions and Other External Factors—Coronavirus Pandemic Has Adversely Affected the Global Economy and Will Likely Adversely Affect the Performance of the Mortgage Loans” in the Preliminary Prospectus.

 

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

 

35 

 

 

Retail – Anchored Loan #1 Cut-off Date Balance:   $44,700,000
Property Addresses - Various Pacific Castle Portfolio Cut-off Date LTV:   60.0%
    U/W NCF DSCR:   2.43x
    U/W NOI Debt Yield:   10.2%

 

(7)The difference between UW NOI and TTM NOI is primarily attributed to (i) $124,146 of rent steps, (ii) an increase in recoveries, and (iii) recent leasing resulting in an increase in occupancy from 87.2% as of September 30, 2021 to 92.0% as of January 1, 2022.

(8)Represents 2019 NOI for the Sandstone Village Property, Rancho Cordova Town Center Property, and Prune Tree Center Property. Represents the 6/30/2019 T6 annualized NOI for the Rimrock Plaza Property. The Rimrock Plaza Property was acquired in 2020 and the prior owner did not provide full year 2019 operating statements.

 

The Mortgage Loan. The mortgage loan (the “Pacific Castle Portfolio Mortgage Loan”) is part of a whole loan (the “Pacific Castle Portfolio Whole Loan”) that is evidenced by four promissory notes secured by a first priority fee mortgage encumbering a 465,115 square foot portfolio of four anchored retail properties located in California and Utah (the “Rancho Cordova Town Center Property”, “Prune Tree Center Property”, “Rimrock Plaza Property”, and “Sandstone Village Property”, and collectively, the “Pacific Castle Portfolio Properties”). Proceeds from the Pacific Castle Portfolio Whole Loan were used to facilitate the refinance and acquisition of the Pacific Castle Portfolio Properties, fund reserve accounts, and pay closing costs.

 

Note Summary

 

Notes Original Principal Balance Cut-off Date Balance Note Holder Controlling Interest
A-1 $30,000,000 $30,000,000 WFCM 2022-C62 Yes
A-2 $20,000,000 $20,000,000 MSC 2022-L8(1) No
A-3 $10,000,000 $10,000,000 WFCM 2022-C62 No
A-4 $4,700,000 $4,700,000 WFCM 2022-C62 No
Total $64,700,000 $64,700,000    
(1)MSC 2022-L8 is expected to close on or about April 7, 2022.

 

The Borrowers and Borrower Sponsors. The borrowers are PC Prunetree, LLC, Pacific Castle Rimrock, LLC, Pacific Castle Sandstone, LLC, and Pacific Castle Rancho, LLC, each a Delaware limited liability company and single purpose entity with one independent director. Each borrower owns one individual Pacific Castle Portfolio Property. Legal counsel to the borrowers delivered a non-consolidation opinion in connection with the origination of the Pacific Castle Portfolio Whole Loan.

 

The borrower sponsors and non-recourse carveout guarantors of the Pacific Castle Portfolio Whole Loan are Wayne Cheng and the Cheng Family Trust, dated December 21, 2001. Wayne Cheng is the founder and CEO of Pacific Castle, a real estate investment company founded in 1993 that has executed over $1.0 billion in transactions since its founding. Affiliates of Pacific Castle currently own and/or manage a portfolio of shopping centers in the western United States. The total portfolio is comprised of nearly 2.0 million square feet.

 

The Properties. The Pacific Castle Portfolio Whole Loan is secured by four anchored retail properties totaling 465,115 square feet located in California (81.0% of NRA) and Utah (19.0% of NRA). The Pacific Castle Portfolio Properties were 92.0% occupied by 85 tenants as of January 1, 2022. Ten tenants occupying approximately 31.3% of the NRA are investment grade tenants. Thirty-nine tenants occupying approximately 61.6% of the NRA have renewed their respective leases one or more times.

 

The following table presents certain information relating to the Pacific Castle Portfolio Properties:

 

Portfolio Summary

 

Property Name City, State(1) Net Rentable Area (SF)(2)

Year Built/ 

Renovated(1) 

Occupancy %(2) Allocated Cut-off Date Balance(3) % of ALA “As-Is” Appraised Value(1) U/W NCF
Rancho Cordova Town Center Rancho Cordova, CA 148,656 1988/NAP 94.2% $21,704,983 33.5% $34,000,000 $2,592,361
Prune Tree Center Prunedale, CA 131,655 1989/2016 93.7% $17,906,611 27.7% $28,050,000 $1,637,749
Rimrock Plaza Palm Springs, CA 96,348 1982/NAP 81.0% $13,086,828 20.2% $20,500,000 $934,939
Sandstone Village St. George, UT 88,456 2004-2005/NAP 97.7% $12,001,579 18.5% $18,800,000 $1,027,943
Total/Wtd. Avg. 465,115   92.0% $64,700,000 100.0% $107,800,000(4) $6,192,992
(1)Information obtained from the appraisals.

(2)Information obtained from the underwritten rent roll as of January 1, 2022.

(3)Based on the Pacific Castle Portfolio Whole Loan.

(4)The Total As-Is Appraised Value represents the portfolio market value of the Pacific Castle Portfolio Properties as of December 28, 2021, if the entire property portfolio is marketed to a single purchaser. The sum of the appraised values of the individual properties equals $101,350,000.

 

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

 

36 

 

 

Retail – Anchored Loan #1 Cut-off Date Balance:   $44,700,000
Property Addresses - Various Pacific Castle Portfolio Cut-off Date LTV:   60.0%
    U/W NCF DSCR:   2.43x
    U/W NOI Debt Yield:   10.2%

 

Rancho Cordova Town Center Property (32.0% of NRA; 33.5% of Allocated Loan Amount (“ALA”)): The Rancho Cordova Town Center Property is a 148,656 square foot anchored retail shopping center located in a commercial hub in Rancho Cordova, California, north of Highway 50. The improvements were constructed in 1988 and are situated on an approximately 12.2-acre site. The Rancho Cordova Town Center Property is anchored by Ross, Marshall’s, and Michael’s Stores, Inc. Both Ross and Marshall’s have been in occupancy since 2012 and have a lease expiration in January 2027 with three, five-year renewals remaining and August 2027 with three, five-year renewals remaining, respectively. Marshall’s recently executed a five-year extension in February 2022. Michael’s Stores, Inc has been in occupancy since 1988 and has a lease expiration in June 2024. The Rancho Cordova Town Center Property is also shadow anchored by a Super Target store which is not part of the collateral for the Pacific Castle Portfolio Whole Loan. As of January 1, 2022, the Rancho Cordova Town Center Property was 94.2% occupied by 30 tenants. The Rancho Cordova Town Center Property features 690 surface parking spaces (4.6 per 1,000 SF).

 

Prune Tree Center Property (28.3% of NRA; 27.7% of ALA): The Prune Tree Center Property is a 131,655 square foot anchored retail shopping center located in Prunedale, California, approximately five miles north of Salinas and approximately 21 miles northeast of Monterey. The improvements consist of five retail buildings situated on an 18.85-acre site and were constructed in 1989 and most recently renovated in 2016. The Prune Tree Center Property contains 121,849 square feet of retail space and 9,806 square feet of office space (on the second floor of one of the five buildings). The Prune Tree Center Property also features 561 surface parking spaces (4.3 per 1,000 SF). The Prune Tree Center Property is anchored by Safeway and CVS. Safeway has been in occupancy since 1989 and has a lease expiration in May 2024 with six, five-year renewal options remaining. CVS has been in occupancy since 1989 and has a lease expiration in June 2024 with five, five-year renewal options remaining. Safeway and CVS have in place rents that are 14.9% and 29.8% below market rents concluded in the appraisal. Three of the five buildings are pad buildings that are currently ground leased to McDonald’s, Starbucks, and Taco Bell. As of January 1, 2022, the Prune Tree Center Property was 93.7% occupied by 29 tenants.

 

Rimrock Plaza Property (20.7% of NRA; 20.2% of ALA): The Rimrock Plaza Property is a 96,348 square foot anchored retail shopping center located in Palm Springs, California, on the southeast corner of East Palm Canyon Drive and Matthew Drive. The improvements consist of four buildings that were constructed in 1982. The Rimrock Plaza Property is situated on an approximately 9.4-acre site with 437 surface parking spaces (4.5 per 1,000 SF). The Rimrock Plaza Property is anchored by Vons supermarket. Vons has been in occupancy since 1981 and has a lease expiration in May 2026 with one, five-year renewal option remaining. Furthermore, Vons’ current rent is approximately 48.7% below the market rents concluded in the appraisal. According to the appraisal, the Rimrock Plaza Property reached 100% occupancy in late 2013 and remained fully occupied from 2014 to 2019. The borrower sponsor acquired the Rimrock Plaza Property in 2020 and began converting leases from modified gross to triple net as leases expired causing the occupancy to gradually decreased in first quarter of 2020 and dropping below 80% in 2021. Occupancy has increased to 81.0% as of January 1, 2022 across 18 tenants and the borrower sponsor currently has several letters of intent under negotiation. The appraisal concluded to a stabilized occupancy of 92.5% for the Rimrock Plaza Property.

 

Sandstone Village Property (19.0% of NRA; 18.5% of ALA): The Sandstone Village Property is an 88,456 square foot anchored retail shopping center located in St. George, Utah, at the southeast quadrant of the St. George Boulevard exit on Interstate 15. The improvements consist of three buildings that were constructed in 2004-2005. The Sandstone Village Property is situated on a 6.8-acre site with 365 surface parking spaces (4.1 per 1,000 SF) and is anchored by TJ Maxx. TJ Maxx has been a tenant at the Sandstone Village Property since 2004 and has a lease expiration in May 2024 with two, five-year renewal options remaining. As of January 1, 2022, the Sandstone Village Property was 97.7% occupied by nine tenants.

 

Major Tenants.

 

Largest Tenant: TJ Maxx (48,067 square feet; 10.3% of net rentable area; 8.3% of underwritten base rent; May 31, 2024 lease expiration; Sandstone Village Property) – TJ Maxx is a leading off-price retailer founded in 1977, with more than 1,200 stores spanning 49 states and Puerto Rico. The lease is signed by The TJX Companies, Inc. (NYSE: TJX, rated A2/A by Moody’s/S&P), the parent company of TJ Maxx. TJX operates more than 4,500 stores in nine countries across three continents, as well as four e-commerce businesses. TJ Maxx has been a tenant at the Sandstone Village Property since 2004 when it commenced a ten-year lease. The tenant has renewed its lease on two separate occasions, most recently for five years commencing in June 2019. TJ Maxx has two, five-year renewal options remaining. TJ Maxx has the right to terminate its lease if occupancy (excluding the TJ Maxx space) at Sandstone Village Property remains below 22,000 SF for 180 consecutive days. TJ Maxx reported sales of $409 PSF and $331 PSF for 2019 and 2020, respectively.

 

Second Largest Tenant: Vons (41,330 square feet; 8.9% of net rentable area; 4.6% of underwritten base rent; May 31, 2026 lease expiration; Rimrock Plaza Property) – Vons is a Southern California and Southern Nevada supermarket chain owned by Albertsons (NYSE: ACI, rated Ba3/BB by Moody’s/S&P). Vons is headquartered in Fullerton, California and operates stores under the Vons and Pavilions banners. Vons stores offer a bakery, deli, seafood counter, liquor store, floral department, pharmacy and various other services. Vons has been a tenant at the Rimrock Plaza Property for over 40 years and has exercised four renewal options since the original lease expired. Vons has one, five-year renewal option remaining and no termination options. Vons reported sales of $596 PSF, $703 PSF and $701 PSF for 2019, 2020 and 2021, respectively.

 

Third Largest Tenant: Safeway (35,722 square feet; 7.7% of net rentable area; 4.7% of underwritten base rent; May 31, 2024 lease expiration; Prune Tree Center Property) – Safeway (rated Ba3/BB by Moody’s/S&P) is an American supermarket chain founded in 1915 in American Falls, Idaho. The chain provides grocery items, food and general merchandise and features a variety of specialty departments, such as bakery, delicatessen, floral department and pharmacy, as well as coffee shops and fuel centers. It has been a subsidiary of Albertsons since January 2015 after being acquired by private equity investors led by Cerberus Capital Management.

 

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

 

37 

 

 

Retail – Anchored Loan #1 Cut-off Date Balance:   $44,700,000
Property Addresses - Various Pacific Castle Portfolio Cut-off Date LTV:   60.0%
    U/W NCF DSCR:   2.43x
    U/W NOI Debt Yield:   10.2%

 

Safeway is headquartered in Pleasanton, California, with its parent company, Albertsons, headquartered in Boise, Idaho. Safeway has been a tenant at the Prune Tree Center Property since June 1989 when it commenced a 25-year lease. The tenant has exercised two, five-year renewal options since the original lease term expired. The most recent renewal commenced in June 2019 and expires in May 2024. Safeway has six, five-year renewal options remaining that will be automatically exercised unless the tenant gives landlord notice to terminate the lease at least 180 days prior to expiration. Safeway has no termination options. Safeway reported sales of $801 PSF, $906 PSF, and $827 PSF for 2019, 2020, and 2021, respectively.

 

The following table presents certain information relating to the tenancy at the Pacific Castle Portfolio Properties:

 

Major Tenants

 

Tenant Name Credit Rating (Fitch/
Moody’s/
S&P)(1)
Property Name Tenant
NRSF
% of
NRSF
Annual U/W Base Rent PSF(2) Annual
U/W Base Rent(2)
% of Total Annual U/W Base Rent Lease Expiration Extension Options Term. Option (Y/N)
TJ Maxx NR/A2/A Sandstone Village 48,067 10.3% $12.00 $576,804 8.3% 5/31/2024 2, 5-year N(3)
Vons NR/Ba3/BB Rimrock Plaza 41,330 8.9% $7.70 $318,260 4.6% 5/31/2026 1, 5-year N
Safeway NR/Ba3/BB Prune Tree Center 35,722 7.7% $9.19 $328,296 4.7% 5/31/2024 6, 5-year N
CVS NR/Baa2/BBB Prune Tree Center 31,472 6.8% $7.58 $238,558 3.4% 6/30/2024 5, 5-year N
Ross NR/A2/BBB+ Rancho Cordova Town Center 26,968 5.8% $11.28 $304,202 4.4% 1/31/2027 3, 5-year N(4)
Marshall's NR/A2/A Rancho Cordova Town Center 25,252 5.4% $10.50 $265,146 3.8% 8/31/2027 3, 5-year N(5)
Michael's Stores, Inc NR/NR/NR Rancho Cordova Town Center 20,800 4.5% $16.20 $336,960 4.8% 6/30/2024 None N
Eisenhower Medical Center NR/NR/NR Rimrock Plaza 14,895 3.2% $19.84 $295,538 4.3% Various(6) None N
Hive NR/NR/NR Sandstone Village 13,488 2.9% $10.76 $145,075 2.1% 10/31/2025 1, 5-year N
Minky Couture NR/NR/NR Sandstone Village 9,250 2.0% $15.50 $143,375 2.1% 6/30/2027 3, 5-year N
Total Major Tenants     267,244 57.5% $11.05 $2,952,213 42.5%      
Other Tenants     160,747 34.6% $24.86 $3,996,262 57.5%      
Occupied Space     427,991 92.0% $16.24 $6,948,475 100.0%      
Vacant Space     37,124 8.0%            
Collateral Total     465,115 100.0%            
                     
                     
(1)Certain ratings are those of the parent company, regardless of whether or not the parent guarantees the lease.

(2)Based on the underwritten rent roll, including rent increases occurring through November 2022.

(3)No unilateral termination options; however, TJ Maxx has the right to terminate its lease if occupancy at the other retail spaces at the Sandstone Village Property stays below 22,000 SF for 180 consecutive days.

(4)No unilateral termination options; however, Ross has the right to terminate its lease if, for 12 consecutive months, (a) the required co-tenants (defined as Target, Michael’s Stores, Inc and (i) one anchor tenant (greater than or equal to 20,000 SF) or, (ii) two soft goods anchor tenants (greater than or equal to 20,000 SF)) are not open and operating for business, or (b) the retail tenants, including the required co-tenants, are not open and operating in at least 70% of the leasable floor area of the property.

(5)No unilateral termination options; however, Marshall’s has the right to terminate its lease if, for any period of more than 745 consecutive days, (i) either of the inducement tenants (Target and a retail store of at least 25,000 SF that is part of a national chain of not less than 75 store locations, or a regional chain of not less than 50 store locations) are not open for business or (ii) less than 50% of the gross leasable area in the shopping center is occupied.

(6)Eisenhower Medical Center has 9,790 SF expiring on October 31, 2025 and 5,105 SF expiring on December 31, 2025.

 

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

 

38 

 

 

Retail – Anchored Loan #1 Cut-off Date Balance:   $44,700,000
Property Addresses - Various Pacific Castle Portfolio Cut-off Date LTV:   60.0%
    U/W NCF DSCR:   2.43x
    U/W NOI Debt Yield:   10.2%

 

Major Tenants Sales(1)

 

Tenant Name Property Name Tenant
NRSF
2019 Sales PSF 2020 Sales PSF

2021 Sales PSF 

Occupancy Cost(2)
TJ Maxx Sandstone Village 48,067 $409 $331 N/A 4.2%
Vons Rimrock Plaza 41,330 $596 $703 $701 1.9%
Safeway Prune Tree Center 35,722 $801 $906 $827 1.4%
CVS Prune Tree Center 31,472 $254 $283 $277 3.3%
Ross Rancho Cordova Town Center 26,968 N/A N/A $337(3) 4.2%
Marshall's Rancho Cordova Town Center 25,252 N/A N/A $309(3) 4.3%
Michael's Stores, Inc Rancho Cordova Town Center 20,800 $143 $136 $147(4) 15.9%
Target (Non-owned) Rancho Cordova Town Center NAP N/A N/A $444(3) 0.2%
(1)Information obtained from the underwritten rent roll.

(2)Represents the occupancy cost of latest available sales figures to underwritten gross rents which include any applicable rent increases occurring through November 2022.

(3)Represent estimated sales as per third party market reports.

(4)Represents trailing twelve months ending September 2021 sales for Michael’s Stores, Inc.

 

The following table presents certain information relating to the lease rollover schedule at the Pacific Castle Portfolio Properties:

 

Lease Expiration Schedule(1)(2)

 

Year Ending December 31, No.
of Leases
Expiring
Expiring NRSF % of
Total NRSF
Cumulative Expiring NRSF Cumulative % of Total NRSF Annual
 U/W
Base Rent
% of Total Annual U/W Base Rent Annual U/W Base Rent PSF
MTM 2 4,060 0.9% 4,060 0.9% $93,734 1.3% $23.09
2022 11 16,183 3.5% 20,243 4.4% $323,246 4.7% $19.97
2023 10 15,217 3.3% 35,460 7.6% $402,244 5.8% $26.43
2024 20 165,404 35.6% 200,864 43.2% $2,220,309 32.0% $13.42
2025 12 48,223 10.4% 249,087 53.6% $1,003,519 14.4% $20.81
2026 10 55,951 12.0% 305,038 65.6% $694,632 10.0% $12.42
2027 9 77,081 16.6% 382,119 82.2% $1,066,444 15.3% $13.84
2028 4 8,118 1.7% 390,237 83.9% $221,164 3.2% $27.24
2029 3 7,700 1.7% 397,937 85.6% $176,760 2.5% $22.96
2030 1 2,044 0.4% 399,981 86.0% $44,212 0.6% $21.63
2031 3 16,744 3.6% 416,725 89.6% $351,225 5.1% $20.98
2032 0 0 0.0% 416,725 89.6% $0  0.0% $0.00 
Thereafter 4 11,266 2.4% 427,991 92.0% $350,986 5.1% $31.15
Vacant 0 37,124 8.0% 465,115 100.0% $0 0.0% $0.00
Total/Wtd. Avg. 89 465,115 100.0%     $6,948,475 100.0% $16.24(3)
(1)Based on the underwritten rent roll, including rent increases occurring through November 2022.

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

(3)Excludes NRA of underwritten vacant space.

 

The following table presents historical occupancy percentages at the Pacific Castle Portfolio Properties:

 

Historical Occupancy

 

Property Name 12/31/2018(1) 12/31/2019(1) 12/31/2020(1) 1/1/2022(3)
Rancho Cordova Town Center 82.1% 85.5% 83.0% 94.2%
Prune Tree Center 87.5% 89.9% 90.0% 93.7%
Rimrock Plaza 100.0%(2) 100.0%(2) 83.4% 81.0%
Sandstone Village 100.0% 93.9% 88.1% 97.7%
Wtd. Avg. Occupancy 90.7% 91.4% 86.0% 92.0%
(1)Occupancy figures were calculated using leases and historical rent rolls.

(2)The Rimrock Plaza Property was acquired in 2020 and the prior owner did not provide historical occupancy statistics. The figures shown were obtained from the appraisal.

(3)Information obtained from the underwritten rent roll dated January 1, 2022.

 

COVID-19 Update. As of March 9, 2022, the Pacific Castle Portfolio Properties were open and operating. The borrower sponsors reported that 11 tenants representing 29.3% of the total NRA across the Pacific Castle Portfolio Properties received rent relief as a

 

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

 

39 

 

 

Retail – Anchored Loan #1 Cut-off Date Balance:   $44,700,000
Property Addresses - Various Pacific Castle Portfolio Cut-off Date LTV:   60.0%
    U/W NCF DSCR:   2.43x
    U/W NOI Debt Yield:   10.2%

 

result of the pandemic. The rent relief provided came in the form of partial rent abatements and rent deferrals. All deferred rents have since been paid back. Based on an account receivables report dated March 9, 2022, approximately $46,129 consisting primarily of CAM reimbursements were over 30 days delinquent and $8,526 of accounts receivables were over 60 days delinquent, representing a collection rate (over underwritten in-place gross rents) of 93.9% and 98.9% for February and January 2022, respectively. As of March 9, 2022, the Pacific Castle Portfolio Whole Loan is current on its debt service payment and is not subject to any modification or forbearance request.

 

Operating History and Underwritten Net Cash Flow. The following table presents certain information relating to the historical operating performance and underwritten net cash flow at the Pacific Castle Portfolio Properties:

 

Cash Flow Analysis

 

 

2018 

2019(1) 2020 TTM 9/30/2021 U/W %(2) U/W $ per SF
Base Rent $6,021,406 $6,265,442 $5,642,871 $6,346,990 $6,824,329 67.7% $14.67
Contractual Rent Steps(3) 0 0 0 0 124,146 1.2    0.27
Grossed Up Vacant Space

0

0

0

0

870,959

8.6   

1.87

Gross Potential Rent $6,021,406 $6,265,442 $5,642,871 $6,346,990 $7,819,434 77.5% $16.81
Other Income(4) 3,366 146,132 86,967 39,436 39,436 0.4    0.08
Total Recoveries

1,667,462

1,787,126

1,703,113

1,771,598

2,227,293

22.1   

4.79

Net Rental Income $7,692,234 $8,198,699 $7,432,951 $8,158,024 $10,086,163 100.0% $21.69
(Vacancy & Credit Loss)

0

0

0

0

(903,265)(5)

(11.6)  

(1.94)

Effective Gross Income $7,692,234 $8,198,699 $7,432,951 $8,158,024 $9,182,898 91.0% $19.74
               
Real Estate Taxes 693,199 708,787 792,827 809,338 870,735 9.5    1.87
Insurance 124,260 135,393 116,776 127,203 141,417 1.5    0.30
Management Fee 438,456 445,980 277,442 323,822 366,747 4.0    0.79
Other Operating Expenses

1,201,806

1,301,034

1,156,224

1,222,403

1,222,403

13.3   

2.63

Total Operating Expenses $2,457,721 $2,591,194 $2,343,268 $2,482,766 $2,601,302 28.3% $5.59
               
Net Operating Income(6) $5,234,513 $5,607,506 $5,089,684 $5,675,258 $6,581,596 71.7% $14.15
Capital Expenditures 0 0 0 12,863 69,767 0.8    0.15
TI/LC

0

0

0

0

318,836

3.5   

0.69

Net Cash Flow $5,234,513 $5,607,506 $5,089,684 $5,662,394 $6,192,992 67.4% $13.31
               
NOI DSCR(7) 2.05x 2.20x 2.00x 2.23x 2.58x    
NCF DSCR(7) 2.05x 2.20x 2.00x 2.22x 2.43x    
NOI Debt Yield(7) 8.1% 8.7% 7.9% 8.8% 10.2%    
NCF Debt Yield(7) 8.1% 8.7% 7.9% 8.8% 9.6%    
(1)Based on the full year 2019 operating statements for the Sandstone Village Property, Rancho Cordova Town Center Property, and Prune Tree Center Property. Based on the 6/30/2019 T6 annualized financials for the Rimrock Plaza Property. The Rimrock Plaza Property was acquired in 2020 and the prior owner did not provide full year 2019 operating statements.

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

(3)Contractual Rent Steps are through November 2022.

(4)Other Income consists of miscellaneous charges such as lease termination fees.

(5)The underwritten economic vacancy is 9.0%. The Pacific Castle Portfolio Properties were 92.0% leased as of January 1, 2022.

(6)The increase in U/W Net Operating Income from TTM 9/30/2021 Net Operating Income is primarily attributed to (i) $124,146 of rent steps, (ii) an increase in recoveries, and (iii) recent leasing resulting in an increase in occupancy from 87.2% as of September 30, 2021 to 92.0% as of January 1, 2022.

(7)Debt service coverage ratios and debt yields are based on the Pacific Castle Portfolio Whole Loan.

 

Appraisals. According to the appraisal, the Pacific Castle Portfolio Properties had an “as-is” appraised value of $107,800,000 as of December 28, 2021. The as-is appraised value represents the portfolio market value of the Pacific Castle Portfolio Properties as if the entire property portfolio is marketed to a single purchaser. The sum of the appraised values of the individual properties is $101,350,000 when excluding the portfolio premium.

 

Environmental Matters. According to the Phase I environmental reports dated September 24, 2021 through December 8, 2021, there are no recognized environmental conditions or recommendations for further action at the Pacific Castle Portfolio Properties. However, the environmental reports indicated that there is a controlled recognized environmental condition (“CREC”) related to elevated concentrations of perchloroethylene in soil vapor and indoor air at the Rimrock Plaza Property. See “Description of the Mortgage Pool—Environmental Considerations” in the Preliminary Prospectus.

 

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

 

40 

 

 

Retail – Anchored Loan #1 Cut-off Date Balance:   $44,700,000
Property Addresses - Various Pacific Castle Portfolio Cut-off Date LTV:   60.0%
    U/W NCF DSCR:   2.43x
    U/W NOI Debt Yield:   10.2%

 

Market Overview and Competition. The Pacific Castle Portfolio Properties are located in California (81.5% of ALA) and Utah (18.5% of ALA).

 

The table below presents certain market information with respect to the Pacific Castle Portfolio Properties:

 

Market Overview(1)

 

Property Name City, State

Estimated 2021 Population 

(5-mile Radius) 

Estimated 2021 Average Household Income (5-mile Radius) Submarket Inventory (SF) Submarket Vacancy Appraisal Concluded Vacancy Appraisal Market Rent PSF - Anchor Appraisal Market Rent PSF – Inline
Rancho Cordova Town Center Rancho Cordova, CA 220,273 $106,692 5,638,213 9.7% 10.0% $11.40 $27.00
Prune Tree Center Prunedale, CA 135,187 $82,874 3,692,087 2.9% 7.0% $10.80 $12.00 - $21.00
Rimrock Plaza Palm Springs, CA 105,259 $94,358 26,927,952 9.2% 7.5% $15.00 $12.00 - $30.00
Sandstone Village St. George, UT 116,424 $85,132 8,927,867 2.6% 5.0% $12.00 $18.00
Weighted Average(2)   152,614 $93,295   6.3% 7.7%    
(1)Information obtained from the appraisals.

(2)Information as of third quarter 2021 for the Rancho Cordova Town Center Property and Prune Tree Center Property and as of second quarter 2021 for the Rimrock Plaza Property and Sandstone Village Property.

(3)Weighted Averages are based on NRA.

 

Rancho Cordova Town Center (32.0% of NRA; 33.5% of ALA): The Rancho Cordova Town Center Property is located approximately 13.7 miles east of downtown Sacramento, California. Primary access to the area is provided by US Highway 50 and Folsom Boulevard, which are both approximately 0.5 miles from the Rancho Cordova Town Center Property. According to the appraisal, the Rancho Cordova Town Center Property is located in the Highway 50 Corridor Retail submarket within the Sacramento Metropolitan Statistical Area (“MSA”). The Sacramento MSA is representative of a typical state capital economy with high levels of government employment and healthcare workers. The top three employers in the Sacramento MSA are the University of California Davis Health System, Sutter/California Health Services, and Dignity/Mercy Healthcare. As of the third quarter of 2021, the Highway 50 Corridor Retail submarket had approximately 5.6 million square feet of inventory and a vacancy rate of 9.7% with an average asking rent of $16.08 PSF. The appraisal concluded to market rents of $11.40 PSF, $27.00 PSF, $33.00 PSF, $21.00 PSF and $24.00 PSF for the anchor, inline retail, pad, junior anchor, and large inline retail on a triple-net basis, respectively.

 

The following tables present certain information relating to retail rental and sales comparables to the Rancho Cordova Town Center Property:

 

Rancho Cordova Town Center – Comparable Leases Summary(1)

 

Property Name Location Market Rent (PSF/Yr) Square Footage Lease Term (Yrs) Lease Type Rent Increase Projection Tenant Name Type of Space
Zinfandel Place Rancho Cordova, CA $28.20 3,685 9 NNN 3.0% per annum CDC Dental Management Co, LLC Inline
Manzanita Plaza Carmichael, CA $29.88 1,166 5 NNN 3.0% per annum Halal Pizza Inline
Commercial Retail Property Elk Grove, CA $34.80 1,636 7 NNN 3.0% per annum Nash and Proper Inline
Antique Plaza Rancho Cordova, CA $10.20 20,088 5 NNN 3.0% per annum Cali Quilt Co Anchor
Florin Square Sacramento, CA $10.32 12,329 7 NNN 2.0% per annum Bargain World Anchor
Walerga Plaza Antelope, CA $11.40 54,502 15 NNN 2.0% per annum California Family Fitness Anchor
(1)Information obtained from the appraisal.

 

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

 

41 

 

 

Retail – Anchored Loan #1 Cut-off Date Balance:   $44,700,000
Property Addresses - Various Pacific Castle Portfolio Cut-off Date LTV:   60.0%
    U/W NCF DSCR:   2.43x
    U/W NOI Debt Yield:   10.2%

 

Rancho Cordova Town Center – Comparable Sales Summary(1)

 

Property Name Location Rentable Area (SF) Sale Date Sale Price Sales Price (PSF) Cap Rate
Town & Country Village Sacramento, CA 216,320 Nov-21 $62,150,000 $287.31 6.3%
Mitchell Plaza Ceres, CA 43,200 Apr-21 $9,650,000 $223.38 6.9%
Promenade at Sacramento Gateway Sacramento, CA 283,341 Oct-19 $56,042,000 $197.79 7.3%
Nut Tree Plaza Vacaville, CA 241,452 Nov-21 $69,116,000 $286.25 6.7%
Summerhill Plaza Citrus Heights, CA 108,081 Dec-21 $18,750,000 $173.48 5.8%
Rio Linda Plaza Rio Linda, CA 77,080 Jun-20 $15,515,000 $201.28 7.4%
(1)Information obtained from the appraisal.

 

Prune Tree Center (28.3% of NRA; 27.7% of ALA): The Prune Tree Center Property is located in northeast Monterey County, California, approximately five miles north of Salinas. Primary access to the area is provided by US Highway 101, a major north-south route connecting San Francisco with Los Angeles. The surrounding neighborhood consists primarily of residential properties, with commercial uses located near Highway 101. According to the appraisal, the Prune Tree Center property is located in the North Monterey County retail submarket within the Salinas MSA. The top three industries within the area are Agric/Forestry/Fishing/Hunting, Health Care/Social Assistance and Retail Trade, which represent a combined total of 39% of the population. As of the third quarter of 2021, the North Monterey County retail submarket had approximately 3.7 million square feet of inventory and a vacancy rate of 2.9%, with an average asking rent of $20.37 PSF. The appraisal concluded to market rents of $10.80 PSF, $21.00 PSF, $18.00 PSF, $33.00 PSF, and $12.00 PSF for anchor, high end retail, low end retail, ground lease pad, and office space, respectively.

 

The following tables present certain information relating to retail rental and sales comparables to the Prune Tree Center Property:

 

Prune Tree Center – Comparable Leases Summary(1)

 

Property Name Location Market Rent (PSF/Yr) Square Footage Lease Term (Yrs) Lease Type Rent Increase Projection Tenant Name Type of Space
Westgate Shopping Center Woodland, CA $7.56 60,115 10 NNN None Raley's Anchor
Pacific Town Center Stockton, CA $12.00 30,037 10 NNN 10% / Yr. 5 Smart & Final Anchor
99 Cents Only and Smart & Final Extra Stores Hanford, CA $11.04 23,154 9 NNN 10% / Yr. 6 99 Cents Only Stores Anchor
Cypress Plaza Marina, CA $21.00 1,500 2 NNN 3.0% per annum Doctor (Family Practice) Inline
Pajaro Hills Retail Center Watsonville, CA $23.40 6,559 10 NNN 3.0% per annum Confidential Inline
Mountain Valley Center Salinas, CA $24.00 1,500 5 NNN None Piara Pizza Inline
(1)Information obtained from the appraisal.

 

Prune Tree Center – Comparable Sales Summary(1)

 

Property Name Location Rentable Area (SF) Sale Date Sale Price Sales Price (PSF) Cap Rate
Rio Linda Plaza Rio Linda, CA 77,080 Jun-20 $15,515,000 $201.28 8.2%
Pacheco Pass Center Gilroy, CA 78,215 Nov-19 $22,000,000 $281.28 5.5%
Antioch Crossings Antioch, CA 120,667 Sep-19 $25,983,207 $215.33 6.6%
Morada Ranch Stockton, CA 101,842 Apr-19 $30,000,000 $294.57 6.8%
The Dunes at Monterey Bay Marina, CA 233,892 Sep-18 $45,000,000 $192.40 7.1%
(1)Information obtained from the appraisal.

 

Rimrock Plaza (20.7% of NRA; 20.2% of ALA): The Rimrock Plaza Property is located in the Coachella Valley region of Riverside County, California, approximately 61 miles east of San Bernardino. Primary access to the area is provided by the 10 Freeway, which is located approximately five miles north of the Rimrock Plaza Property. The surrounding neighborhood consists primarily of resort residential developments and country club/golf course facilities. The Coachella Valley’s largest industry is tourism, which generates approximately $1 billion in revenue annually. There are over 100 golf courses in the Coachella Valley, with several major tournaments being hosted

 

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

 

42 

 

 

Retail – Anchored Loan #1 Cut-off Date Balance:   $44,700,000
Property Addresses - Various Pacific Castle Portfolio Cut-off Date LTV:   60.0%
    U/W NCF DSCR:   2.43x
    U/W NOI Debt Yield:   10.2%

 

at these courses each year. According to the appraisal, the Rimrock Plaza Property is located in the Coachella Valley Retail Submarket within the broader Inland Empire Market. The Coachella Valley Retail Submarket had approximately 26.9 million square feet of inventory and a vacancy rate of 9.2% as of the second quarter of 2021, with an average asking rent of $23.04 PSF annually. The appraisal concluded to market rents of $15.00 PSF and $12.00 PSF to $30.00 PSF for grocery and shop spaces, respectively.

 

The following tables present certain information relating to retail rental and sales comparables to the Rimrock Plaza Property:

 

Rimrock Plaza – Comparable Leases Summary(1)

 

Property Name Location Market Rent (PSF/Yr) Square Footage Lease Term (Yrs) Lease Type Tenant Name Type of Space
Smoke Tree Village Palm Springs, CA $17.40 906 3 NNN Palm Springs Holistic Inline
Gene Autry Plaza Palm Springs, CA $36.00 1,508 5 NNN Retail Tenant Inline
Sun Center Palm Springs, CA $9.96 6,000 5 NNN Desert Rose Playhouse Inline
Crossley Plaza Palm Springs, CA $12.00 1,458 5 NNN Retail Tenant Inline
Shops at Palm Springs Marketplace Palm Springs, CA $10.80 2,070 5 NNN Bones N Scones Inline
The Springs Palm Springs, CA $32.40 3,360 10 NNN America's Best Eyeglasses Inline
(1)Information obtained from the appraisal.

 

Rimrock Plaza – Comparable Sales Summary(1)

 

Property Name Location Rentable Area (SF) Sale Date Sale Price Sales Price (PSF) Cap Rate
Magnolia Tyler Center Riverside, CA 182,653 Apr-21 $39,400,000 $215.71 6.5%
Gene Autry Plaza Palm Springs, CA 69,652 Mar-21 $23,400,000 $335.96 6.8%
Arlington Plaza Riverside, CA 126,067 Jan-20 $27,100,000 $214.97 6.5%
Menifee Town Center Menifee, CA 124,431 Jul-19 $25,350,000 $203.73 7.4%
Palms to Pines West Palm Desert, CA 82,180 May-19 $10,606,500 $129.06 7.5%
Heritage Plaza Riverside, CA 124,550 Sep-18 $26,250,000 $210.76 7.6%
(1)Information obtained from the appraisal.

 

Sandstone Village (19.0% of NRA; 18.5% of ALA): The Sandstone Village Property is located in Washington County, Utah, approximately 120 miles northeast of Las Vegas. Primary access to the area is provided by Interstate 15 via the St. George Boulevard exit. The immediate area surrounding the Sandstone Village Property consists primarily of commercial development centered around Interstate 15. According to the appraisal, the Sandstone Village Property’s neighborhood is heavily influenced by tourism due to its proximity to Zion National Park, Grand Canyon National Park, Bryce Canyon National Park, and Lake Powell National Recreation Area. As of the second quarter of 2021, the St. George retail market had approximately 8.9 million square feet of inventory and a vacancy rate of 2.6% with an average asking rent of $16.62 PSF. The appraisal concluded to market rents of $12.00 PSF, $18.00 PSF, and $36.00 PSF for anchor, inline shops, and pad shop spaces, respectively.

 

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

 

43 

 

 

Retail – Anchored Loan #1 Cut-off Date Balance:   $44,700,000
Property Addresses - Various Pacific Castle Portfolio Cut-off Date LTV:   60.0%
    U/W NCF DSCR:   2.43x
    U/W NOI Debt Yield:   10.2%

 

The following tables present certain information relating to retail rental and sales comparables to the Sandstone Village Property:

 

Sandstone Village – Comparable Leases Summary(1)

 

Property Name Location Market Rent (PSF/Yr) Square Footage Lease Term (Yrs) Lease Type Tenant Name Type of Space
Dinosaur Crossing St. George, UT $33.50 1,500 7 NNN Swig Inline
Lin's Anchored Retail St. George, UT $29.64 1,466 5 NNN Fortify Physical Therapy Inline
Green Springs Shopping Center Washington, UT $14.00 2,500 6 NNN Desert Haven Spa Inline
Pineview Plaza St. George, UT $14.00 2,208 2 NNN Photo Pop Inline
Cotton Mill Center Washington, UT $28.00 2,666 5 NNN Red Rock Hot Tubs Inline
Retail Center Washington, UT $19.08 1,400 5 NNN The Crepe Station Inline
(1)Information obtained from the appraisal.

 

Sandstone Village – Comparable Sales Summary(1)

 

Property Name Location Rentable Area (SF) Sale Date Sale Price Sales Price (PSF) Cap Rate
Foothill Village Salt Lake City, UT 271,823 Aug-21 $51,000,000 $187.62 5.5%
Parkway Village Provo, UT 102,298 Jun-21 $26,200,000 $256.11 5.0%
The Center @ Dinosaur Crossing St. George, UT 21,403 Mar-20 $4,600,000 $214.92 6.8%
Jordan Square West Jordan, UT 108,627 Mar-20 $17,000,000 $156.50 7.2%
Interpointe Shopping Center South Salt Lake, UT 99,809 Feb-20 $20,660,000 $207.00 6.9%
Promenade at Red Cliffs St. George, UT 95,304 Jan-19 $22,750,000 $238.71 7.5%
(1)Information obtained from the appraisal

 

Escrows.

 

Real Estate Taxes – The Pacific Castle Portfolio Whole Loan documents require an upfront real estate tax reserve of approximately $373,548 and ongoing monthly tax reserves in an amount equal to one-twelfth of the real estate taxes that the lender estimates will be payable during the next 12 months (initially $74,710).

 

Insurance – The Pacific Castle Portfolio Whole Loan documents require an upfront insurance reserve of approximately $106,062 and ongoing monthly insurance reserves in an amount equal to one-twelfth of the insurance premiums that the lender estimates will be payable for the renewal of the coverage during the next 12 months (initially $11,785).

 

Replacement Reserve – The Pacific Castle Portfolio Whole Loan documents require ongoing monthly replacement reserves of approximately $5,814, subject to a cap of $348,836.

 

TI/LC Reserve – The Pacific Castle Portfolio Whole Loan documents require an upfront TI/LC reserve of approximately $300,000 and monthly deposits of $29,070, subject to a cap of $1,046,509.

 

Immediate Repairs – The Pacific Castle Portfolio Whole Loan documents require an upfront immediate repairs reserve of approximately $40,063.

 

Lockbox and Cash Management. The Pacific Castle Portfolio Whole Loan is structured with a hard lockbox and springing cash management upon the occurrence and continuance of a Cash Management Period (as defined below). Revenues from the Pacific Castle Portfolio Properties are required to be deposited directly into the lockbox account or, if received by the borrowers or the property manager, deposited into the lockbox account within three business days of receipt. During the continuance of a Cash Management Period, all funds in the lockbox account are required to be swept each business day to a lender-controlled cash management account and disbursed in accordance with the Pacific Castle Portfolio Whole Loan documents, and all excess funds on deposit in the cash management account (after payment of required monthly reserve deposits, debt service payment on the Pacific Castle Portfolio Whole Loan, and operating expenses) are required to be held as additional collateral for the Pacific Castle Portfolio Whole Loan.

 

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

 

44 

 

 

Retail – Anchored Loan #1 Cut-off Date Balance:   $44,700,000
Property Addresses - Various Pacific Castle Portfolio Cut-off Date LTV:   60.0%
    U/W NCF DSCR:   2.43x
    U/W NOI Debt Yield:   10.2%

 

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

 

(i)The maturity date has occurred;

 

(ii)a default or an event of default;

 

(iii)the trailing 12-month period debt service coverage ratio falling below 1.30x as of the last day of any calendar quarter; or

 

(iv)the commencement of a Lease Sweep Period (as defined below).

 

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

 

if (1) the Pacific Castle Portfolio Whole Loan and all other obligations under the Pacific Castle Portfolio Whole Loan documents have been repaid in full or (2) the maturity date has not occurred and

 

with regard to clause (ii) above, the cure of such default or event of default and no other default or event of default has occurred and is continuing;

 

with regard to clause (iii) above, the trailing 12-month debt service coverage ratio for the Pacific Castle Portfolio Properties in the aggregate being at least 1.35x for two consecutive calendar quarters; or

 

with regard to clause (iv) above, the Lease Sweep Period being cured as set forth in the definition of such term below.

 

A “Lease Sweep Period” will commence upon the occurrence of:

 

(i)the earlier of (a) the date that is nine months prior to the end of the term of the Lease Sweep Lease (as defined below) (including any renewal terms) (or six months with respect to Vons), or (b) the date the applicable tenant under a Lease Sweep Lease actually gives such written notice of its intention not to renew or extend;

 

(ii)the date required under a Lease Sweep Lease by which the applicable tenant is required to give notice of its exercise of a renewal option (and such renewal has not been exercised) or the date that any tenant under a Lease Sweep Lease gives written notice of its intention not to renew or extend;

 

(iii)any Lease Sweep Lease (or any material portion thereof) is surrendered, cancelled or terminated prior to its then current expiration date or any tenant under a Lease Sweep Lease gives written notice of its intention to terminate, surrender or cancel its Lease Sweep Lease (or any material portion thereof);

 

(iv)any tenant under a Lease Sweep Lease discontinues its business in any material portion of its premises (i.e., “goes dark”) or gives written notice that it intends to do the same;

 

(v)the occurrence and continuance (beyond any applicable notice and cure periods) of a monetary or non-monetary default under any Lease Sweep Lease by the applicable tenant; or

 

(vi)any tenant under a Lease Sweep Lease becomes subject to an insolvency proceeding.

 

A Lease Sweep Period will end upon the earlier to occur of (a) the date on which the amount in the special rollover reserve account is equal to $25.00 per square foot for each Lease Sweep Lease space that gave rise to the Lease Sweep Period, or (b) the occurrence of any of the following:

 

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

 

with regard to clause (v) above, the default under the Lease Sweep Lease has been cured and no other default under a Lease Sweep Lease has occurred for a period of three consecutive months following such cure;

 

with regard to clause (vi) above, the applicable insolvency proceeding has terminated and the applicable Lease Sweep Lease has been affirmed, assumed or assigned in a manner reasonably satisfactory to the lender.

 

A “Lease Sweep Lease” means Safeway, CVS, Michael’s, TJ Maxx, Vons, and any other lease (leased by such tenant and/or its affiliates) that covers 27,000 or more rentable square feet at an individual Pacific Castle Portfolio Property.

 

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

 

45 

 

 

Retail – Anchored Loan #1 Cut-off Date Balance:   $44,700,000
Property Addresses - Various Pacific Castle Portfolio Cut-off Date LTV:   60.0%
    U/W NCF DSCR:   2.43x
    U/W NOI Debt Yield:   10.2%

 

Property Management. The Pacific Castle Portfolio Properties are currently managed by Pacific Castle Management, Inc., an affiliate of the borrowers.

 

Partial Release. At any time after the earlier to occur of (x) February 2, 2025 and (y) the date that is two years from the closing date of the securitization of the last promissory note comprising the Pacific Castle Portfolio Whole Loan, the borrowers may obtain a release of an individual property from the lien of the mortgage, subject to satisfaction of certain conditions including, but not limited to (i) a partial defeasance of the principal of the Pacific Castle Portfolio Whole Loan by an amount equal to the greater of (x) 95% of the net proceeds from such sale, and (y) 125% of the allocated loan amount of the applicable property, (ii) satisfaction of all REMIC requirements, and (iii) a requirement that after giving effect to such release, the debt yield is not less than the greater of (A) the debt yield immediately prior to such release and (B) 9.08%.

 

Real Estate Substitution. Not permitted.

 

Subordinate and Mezzanine Indebtedness. None.

 

Ground Lease. None.

 

Terrorism Insurance. The Pacific Castle Portfolio Whole Loan documents require that the “all risk” insurance policy required to be maintained by the borrowers provides coverage for terrorism in an amount equal to the full replacement cost of the Pacific Castle Portfolio Properties, as well as business interruption insurance covering no less than the 12-month period following the occurrence of the casualty event.

 

Earthquake Insurance. Seismic risk assessments dated December 8, 2021 indicated probable maximum losses for the Rancho Cordova Town Center Property, Prune Tree Center Property, and Rimrock Plaza Property of 7.0%, 14.0%, and 15.0%, respectively. Earthquake insurance is not required.

 

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

 

46 

 

 

Retail – Anchored

Loan #2 

Whizin Market Square 

Cut-off Date Balance: $40,250,000
28854, 28912, 29000, 28750 & 28752 Roadside Drive, 28851-28857 Agoura Road, 5050 Cornell Road Cut-off Date LTV: 62.9%
Agoura Hills, CA 91301 U/W NCF DSCR: 1.83x
  U/W NOI Debt Yield: 9.2%

 

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

 

47 

 

 

Retail – Anchored

Loan #2 

Whizin Market Square 

Cut-off Date Balance: $40,250,000
28854, 28912, 29000, 28750 & 28752 Roadside Drive, 28851-28857 Agoura Road, 5050 Cornell Road Cut-off Date LTV: 62.9%
Agoura Hills, CA 91301 U/W NCF DSCR: 1.83x
  U/W NOI Debt Yield: 9.2%

 

img 

 

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

 

48 

 

  

No. 2 – Whizin Market Square
 
Mortgage Loan Information   Mortgaged Property Information
Mortgage Loan Seller: BSPRT CMBS Finance, LLC   Single Asset/Portfolio: Single Asset

Credit Assessment 

(Fitch/KBRA/Moody’s): 

NR/NR/NR   Property Type – Subtype: Retail – Anchored
Original Principal Balance: $40,250,000   Location: Agoura Hills, CA
Cut-off Date Balance: $40,250,000   Size: 136,746 SF
% of Initial Pool Balance: 7.6%   Cut-off Date Balance Per SF: $294.34
Loan Purpose: Acquisition/Refinance   Maturity Date Balance Per SF: $294.34
Borrower Sponsors: Various(1)   Year Built/Renovated: 1954-1985/2014; 2017
Guarantors: Various(1)   Title Vesting: Fee
Mortgage Rate: 4.7600%   Property Manager(3): Kennedy-Wilson Properties Ltd.
Note Date: March 14, 2022   Current Occupancy (As of)(4): 95.7% (2/24/2022)
Seasoning: 0 months   YE 2021 Occupancy : 90.9%
Maturity Date: April 6, 2032   YE 2020 Occupancy: 92.3%
IO Period: 120 months   YE 2019 Occupancy: 90.9%
Loan Term (Original): 120 months   YE 2018 Occupancy: 88.7%
Amortization Term (Original): NAP   Appraised Value: $64,000,000
Loan Amortization Type: Interest Only   Appraised Value Per SF: $468.02
Call Protection: YM1(116),O(4)   Appraisal Valuation Date: December 26, 2021
Lockbox Type: Springing   Underwriting and Financial Information (5)
Additional Debt: None   YE 2021 NOI (6)(7): $2,245,518
Additional Debt Type (Balance): NAP   YE 2020 NOI(6): $1,541,593
      YE 2019 NOI(6): $2,000,325
      YE 2018 NOI(6): $2,088,151
Escrows and Reserves(2)   U/W Revenues: $5,098,914
  Initial Monthly Cap   U/W Expenses: $1,379,925
Taxes $61,226 $30,613 NAP   U/W NOI(7): $3,718,989
Insurance $188,125 $18,813 NAP   U/W NCF: $3,552,159
Replacement Reserve $0 $2,507 NAP   U/W DSCR based on NOI/NCF: 1.91x / 1.83x
TI/LC Reserve $0 $11,396 $685,000   U/W Debt Yield based on NOI/NCF: 9.2% / 8.8%
Deferred Maintenance $20,040 $0 NAP   U/W Debt Yield at Maturity based on NOI/NCF: 9.2% / 8.8%
Unfunded Obligations Reserve $331,503 $0 NAP   Cut-off Date LTV Ratio: 62.9%
Free Rent Reserve $73,669 $0 NAP   LTV Ratio at Maturity: 62.9%
Wood Ranch Security Deposit Reserve $9,310 $0 NAP      
               
Sources and Uses
Sources     Uses    
Original loan amount $40,250,000     89.6% Loan Payoff(8) $28,364,156 63.1%
Borrower Equity     4,679,820 10.4 Purchase Price(9) 15,187,500 33.8  
      Upfront reserves 683,873   1.5 
      Closing costs 694,290   1.5 
Total Sources $44,929,820 100.0% Total Uses $44,929,820 100.0%
(1)The Borrower Sponsors and Guarantors are William P. Tucker and William Paul Tucker as Trustee of the Survivor's Trust created under restatement in its entirety of the William P. and Rise S. Tucker Living Trust dated September 23, 1998, amended and restated in its entirety as of February 16, 1999.

(2)See “Escrows” below for a full description of the Escrows and Reserves.

(3)The Whizin Market Parcel (as defined below) of the Whizin Market Square Property (as defined below) is managed by Kennedy-Wilson Properties Ltd. The Roadside Parcel (as defined below) of the Whizin Market Square Property is self-managed.

(4)Occupancy figure includes four tenants totalling 8,542 square feet of space that are in various stages of buildout and not yet in occupancy.

(5)While the Whizin Market Square Mortgage Loan (as defined below) was originated after the emergence of the novel coronavirus pandemic and the economic disruption resulting from measures to combat the pandemic, the pandemic is an evolving situation and could impact the Whizin Market Square Mortgage Loan more severely than assumed in the underwriting and could adversely affect the NOI, NCF and occupancy information, as well as the appraised value and the DSCR, LTV and Debt Yield metrics presented above. See “Risk Factors—Risks Related to Market Conditions and Other External Factors— The Coronavirus Pandemic Has Adversely Affected the Global Economy and Will Likely Adversely Affect the Performance of the Mortgage Loans” in the Preliminary Prospectus.

(6)Historical financials do not include financials for the Roadside Parcel (which corresponds to the parcel occupied by DIY Home Center) because that parcel was acquired in conjunction with the origination of the Whizin Market Square Mortgage Loan.

(7)The increase in U/W Net Operating Income from YE 2021 Net Operating Income is primarily attributable to the acquisition of the Roadside Parcel, the burn off of free rent associated with The Canyon Club as part of their new lease executed in March 2020 and approximately 7% occupancy increase since mid-year 2020.

 

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

 

49 

 

 

Retail – Anchored

Loan #2 

Whizin Market Square 

Cut-off Date Balance: $40,250,000
28854, 28912, 29000, 28750 & 28752 Roadside Drive, 28851-28857 Agoura Road, 5050 Cornell Road Cut-off Date LTV: 62.9%
Agoura Hills, CA 91301 U/W NCF DSCR: 1.83x
  U/W NOI Debt Yield: 9.2%

 

(8)Previous debt was originated by Benefit Street Partners Operating Partnership, L.P. and was securitized in the BSPRT 2018-FL4 transaction.

(9)Purchase price reflects acquisition of the Roadside Parcel.

 

The Mortgage Loan. The mortgage loan (the “Whizin Market Square Mortgage Loan”) is evidenced by a single promissory note secured by a first mortgage encumbering the borrower’s fee interest in a 136,746 square foot anchored retail property located in Agoura Hills, California (the “Whizin Market Square Property”).

 

The Borrower and Borrower Sponsors. The borrowers are Whizin Market, LLC and Whizin Roadside, LLC (individually and collectively, the “Whizin Market Square Borrower”), each a Delaware limited liability company and single purpose entity with two independent directors. Legal counsel to the Whizin Market Square Borrower delivered a non-consolidation opinion in connection with the origination of the Whizin Market Square Mortgage Loan. The non-recourse carveout guarantors and the borrower sponsors of the Whizin Market Square Mortgage Loan are William P. Tucker and William Paul Tucker as Trustee of the Survivor's Trust created under restatement in its entirety of the William P. and Rise S. Tucker Living Trust dated September 23, 1998, amended and restated in its entirety as of February 16, 1999 (collectively, the “Borrower Sponsors” or the “Guarantors”). Mr. Tucker is the founder and president of Tucker Investment Group, LLC (“TIG”). TIG mainly focuses on improving properties in partnership with cities and urban redevelopment agencies in Southern California. TIG has multiple investments in Long Beach, Santa Monica, Burbank, Sacramento and Oxnard, California, and has a history of working with local governments to establish business improvement districts. As president of TIG, Mr. Tucker has been involved in the development, investment, and management of 25 revitalization projects in Southern California. Mr. Tucker and TIG are involved in a litigation related to a non-collateral property in which the plaintiff seeks damages of $5 million. See “Description of the Mortgage Pool—Litigation and Other Considerations” in the Preliminary Prospectus for additional information.

 

The Property. The Whizin Market Square Property is an anchored retail shopping center, containing 136,746 square feet of net rentable area located in Agoura Hills, California. The Whizin Market Square Property was developed from 1954 through 1985, and partially renovated in 2014 and 2017. The Whizin Market Square Property features a 96,246 square foot, five-building, retail shopping center (the “Whizin Market Parcel”) and a contiguous 40,500 square foot retail building (the “Roadside Parcel”) that is occupied by DIY Home Center. The Whizin Market Square Property is spread across six separate buildings that share a common parking lot containing 550 spaces, resulting in a parking ratio of 4.02 spaces per 1,000 square feet of net rentable area. The Whizin Market Square Property is situated on 12.8 acres of land adjacent to U.S. Highway 101, which traverses through the area in an east/west direction in the southern portion of the city. As of February 24, 2022, the Whizin Market Square Property was 95.7% occupied by 51 tenants that range across a broad spectrum of industries.

 

Major Tenants. Largest Tenant: DIY Home Center (40,500 square feet; 29.6% of NRA; 15.4% of U/W base rent; 12/31/2026 lease expiration)- Founded in 1948, DIY Home Center (“DIY”) is a home improvement retailer that is based in Chatsworth, California and has over 600 employees. DIY offers a range of products for maintenance, repair, remodeling and home decorating. DIY provides home improvement products under the categories of appliances, lawn and landscape, electrical lumber, building materials, paint, home fashion, plumbing, flooring, tools, seasonal living, millwork, hardware, fashion plumbing, nursery, and more. There are currently nine store locations throughout California. DIY has been a tenant at the Whizin Market Square Property since 1987. DIY recently extended its lease under a lease that commenced on January 1, 2022 and expires on December 31, 2026, with one, five-year renewal option remaining and no termination options.

 

Second Largest Tenant: The Canyon Club (16,000 square feet; 11.7% of NRA; 13.4% of U/W base rent; 3/6/2030 lease expiration)- The Canyon Club was founded in 2001 and operates as a restaurant and music venue. The venue has a capacity of 1,000 and hosts various concerts and events each year including legacy acts such as Kenny Rogers, Willie Nelson, Foo Fighters, and various tribute/cover bands. The Canyon Club has been a tenant at the Whizin Market Square Property since 2001 and has two, five-year renewal options remaining. The Canyon Club has the right to terminate its lease with 12 months’ written notice.

 

Third Largest Tenant: Agoura Antique Mart (9,034 square feet; 6.6% of NRA; 7.3% of U/W base rent; 1/31/2023 lease expiration)- Agoura Antique Mart is a collection of 50 antique dealers whose wares include a mix of vintage and antique furniture, lighting, textiles, signage and garden décor. Agoura Antique Mart has been a tenant at the Whizin Market Square Property since 2017. The tenant has no renewal options and no termination options.

 

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

 

50 

 

 

Retail – Anchored

Loan #2 

Whizin Market Square 

Cut-off Date Balance: $40,250,000
28854, 28912, 29000, 28750 & 28752 Roadside Drive, 28851-28857 Agoura Road, 5050 Cornell Road Cut-off Date LTV: 62.9%
Agoura Hills, CA 91301 U/W NCF DSCR: 1.83x
  U/W NOI Debt Yield: 9.2%

 

The following table presents certain information relating to the tenancy at the Whizin Market Square Property:

 

Major Tenants

 

Tenant Name Credit Rating (Fitch/Moody’s/
S&P)(1)
Tenant NRSF % of
NRSF
Annual U/W Base Rent PSF(1) Annual
U/W Base Rent(1)
% of Total Annual U/W Base Rent Lease
Expiration
Date
Extension Options Termination Option (Y/N)
Major Tenants                  
DIY Home Center NR/NR/NR 40,500 29.6% $15.00 $607,500 15.4% 12/31/2026 1, 5-year N
The Canyon Club NR/NR/NR 16,000 11.7% $33.00 $528,000 13.4% 3/6/2030 2, 5-year Y(2)
Agoura Antique Mart NR/NR/NR 9,034 6.6% $31.79 $287,194 7.3% 1/31/2023 N N
Wood Ranch Agoura Hills NR/NR/NR 8,269 6.0% $43.16 $356,887 9.0% 12/31/2026 N Y(3)
Cleo’s Salon(4) NR/NR/NR 5,500 4.0% $40.20 $221,100 5.6% 1/31/2032 1, 5-year N
                 
Total Major Tenants 79,303 58.0% $25.23 $2,000,681 50.7%      

Non-Major Tenant(5)

 

51,538

 

37.7%

 

$37.72

 

$1,944,023

 

49.3%

 

     
                 
Occupied Collateral 130,841 95.7% $30.15 $3,944,704 100.0%      
                 
Vacant 5,905 4.3%            
                 
Collateral Total 136,746 100.0%            
                   
(1)The Annual U/W Base Rent PSF and Annual U/W Base Rent shown above include rent steps through October 2022 totaling $39,788.

(2)The Canyon Club has the right to terminate its lease with 12 months’ written notice.

(3)Wood Ranch Agoura Hills has the right to terminate its lease with 90 days’ written notice and by agreeing to not relocate within a five mile radius from the Whizin Market Square Property.

(4)Cleo’s Salon signed a lease but has yet to take occupancy as their space is currently being built out. A total of $18,425 of the Free Rent Reserve is associated with Cleo’s Salon which will be disbursed in May 2022.

(5)Includes non-revenue space of 245 square feet attributable to the Whizin Market Square Property’s manager office.

 

The following table presents certain information relating to the lease rollover schedule at the Whizin Market Square Property:

 

Lease Expiration Schedule (1) (2)

 

Year Ending
 December 31,
No. of Leases Expiring Expiring NRSF % of Total NRSF Cumulative Expiring NRSF Cumulative % of Total NRSF Annual
 U/W
Base Rent
% of Total Annual U/W Base Rent Annual
 U/W
Base Rent
 PSF
MTM 8  2,960 2.2%  2,960 2.2% $93,612 2.4% $31.63
2022 7  9,934 7.3%  12,894 9.4% $313,900 8.0% $31.60
2023 10  19,377 14.2%  32,271 23.6% $718,632 18.2% $37.09
2024 9  10,169 7.4%  42,440 31.0% $326,679 8.3% $32.12
2025 4  2,741 2.0%  45,181 33.0% $117,917 3.0% $43.02
2026 8  54,115 39.6%  99,296 72.6% $1,212,235 30.7% $22.40
2027 2  2,197 1.6%  101,493 74.2% $105,456 2.7% $48.00
2028 0 0 0.0%  101,493 74.2% $0 0.0% $0.00
2029 2  7,603 5.6%  109,096 79.8% $307,174 7.8% $40.40
2030 1  16,000 11.7%  125,096 91.5% $528,000 13.4% $33.00
2031 0 0 0.0%  125,096 91.5% $0 0.0% $0.00
2032 1  5,500 4.0%  130,596 95.5% $221,100 5.6% $40.20
Thereafter(3) 1  245 0.2%  130,841 95.7% $0 0.0% $0.00
Vacant 0  5,905 4.3%  136,746 100.0% $0 0.0% $0.00
Total/Weighted Average 53 136,746 100.0%     $3,944,704 100.0% $30.15 (4)
(1)Information obtained from the underwritten rent roll.

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

(3)Represents non-revenue space of 245 square feet attributable to the Whizin Market Square Property’s manager office.

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

 

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

 

51 

 

 

Retail – Anchored

Loan #2 

Whizin Market Square 

Cut-off Date Balance: $40,250,000
28854, 28912, 29000, 28750 & 28752 Roadside Drive, 28851-28857 Agoura Road, 5050 Cornell Road Cut-off Date LTV: 62.9%
Agoura Hills, CA 91301 U/W NCF DSCR: 1.83x
  U/W NOI Debt Yield: 9.2%

 

The following table presents historical occupancy percentages at the Whizin Market Square Property:

 

Historical Occupancy

 

12/31/2019(1) 

12/31/2020(1) 

12/31/2021(1) 

2/24/2022(2) 

90.9% 92.3% 90.9% 95.7%
(1)Information obtained from the Whizin Market Square Borrower.

(2)Information obtained from the underwritten rent roll.

 

COVID-19 Update. As of March 16, 2022, the Whizin Market Square Property is open and operating. The Whizin Market Square Mortgage Loan is not subject to any modification or forbearance request. The first debt service payment of the Whizin Market Square Mortgage Loan is due May 6, 2022.

 

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

 

Cash Flow Analysis

 

 

2018(1) 

2019(1) 

2020(1) 

2021(1) 

U/W %(2) U/W $ per SF
Base Rent $2,315,974 $2,235,760 $1,976,717 $2,534,325 $4,156,459(3) 77.4% $30.40
Grossed Up Vacant Space

0

0

0

0

0

0.0

0.00

Gross Potential Rent $2,315,974 $2,235,760 $1,976,717 $2,534,325 $4,156,459 77.4% $30.40
Percentage Rent 48,209 72,269 98,964 230,705 279,402 5.2 2.04
Other Income 39,484 49,901 17,364 28,030 28,030 0.5 0.20
Total Recoveries

700,800

658,721

423,622

497,179

908,286

16.9

6.64

Net Rental Income $3,104,467 $3,016,651 $2,516,667 $3,290,238 $5,372,177 100.0% $39.29
(Vacancy & Credit Loss)

0

0

0

0

(273,263)

(5.1) (4)

(2.00)

Effective Gross Income $3,104,467 $3,016,651 $2,516,667 $3,290,238 $5,098,914 94.9% $37.29
               
Real Estate Taxes 328,011 333,177 341,950 348,160 527,833 10.4 3.86
Insurance 105,101 111,652 174,841 194,056 214,563 4.2 1.57
Management Fee 130,776 131,609 111,808 129,318 152,967 3.0 1.12
Other Operating Expenses

452,428

439,888

346,474

373,187

484,562

9.5

3.54

Total Operating Expenses $1,016,316 $1,016,326 $975,074 $1,044,721 $1,379,925 27.1% $10.09
               
Net Operating Income (5) $2,088,151 $2,000,325 $1,541,593 $2,245,518 $3,718,989 72.9% $27.20
Replacement Reserves 0 0 0 0 30,084 0.6 0.22
TI/LC

0

0

0

0

136,746

2.7

1.00

Net Cash Flow $2,088,151 $2,000,325 $1,541,593 $2,245,518 $3,552,159 69.7% $25.98
               
NOI DSCR 1.07x 1.03x 0.79x 1.16x 1.91x    
NCF DSCR 1.07x 1.03x 0.79x 1.16x 1.83x    
NOI Debt Yield 5.2% 5.0% 3.8% 5.6% 9.2%    
NCF Debt Yield 5.2% 5.0% 3.8% 5.6% 8.8%    
(1)Historical financials do not include financials for the Roadside Parcel as that parcel was acquired in conjunction with the Whizin Mortgage Loan origination.

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

(3)Underwritten Base Rent includes rent steps of $39,788 through October 2022.

(4)The underwritten economic vacancy is 5.1%. The Whizin Market Square Property was 95.7% leased as of February 24, 2022.

(5)The increase in U/W Net Operating Income from 12/31/2021 Net Operating Income is primarily attributable to the acquisition of the Roadside Parcel, the burn off of free rent associated with The Canyon Club as part of its new lease executed in March 2020 and an approximately 7% occupancy increase since mid-year 2020.

 

Appraisal. The appraiser concluded to an “as-is” appraised value of $64,000,000 as of December 26, 2021.

 

Environmental Matters. According to a Phase I environmental site assessment dated January 18, 2022, there was no evidence of any recognized environmental conditions at the Whizin Market Square Property.

 

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

 

52 

 

 

Retail – Anchored

Loan #2 

Whizin Market Square 

Cut-off Date Balance: $40,250,000
28854, 28912, 29000, 28750 & 28752 Roadside Drive, 28851-28857 Agoura Road, 5050 Cornell Road Cut-off Date LTV: 62.9%
Agoura Hills, CA 91301 U/W NCF DSCR: 1.83x
  U/W NOI Debt Yield: 9.2%

 

Market Overview and Competition. The Whizin Market Square Property is located in Agoura Hills, Los Angeles County, California. The Property is situated within the Conejo Valley, an inland valley located approximately 10 miles north of the Malibu coastline. The Conejo Valley includes the incorporated cities of Agoura, Calabasas, Agoura Hills, Westlake Village and Thousand Oaks, and the unincorporated communities of Lake Sherwood and Hidden Valley. The Conejo Valley has a relatively diverse economic base. The existing tenant base primarily consists of companies who migrated from the Greater Los Angeles in search of a lower cost of business, access to a highly educated labor pool and a cleaner environment. Main employers include Dole, Amgen, Wellpoint, Verizon and Blue Cross. Additionally, the Conejo Valley has become a technology and biotechnology hub. A number of new biotech and tech start-ups, along with the continued expansions by Amgen, Inphi, Baxter Pharmaceutical and Skyworks Solutions, have earned the region the nickname “Biotech Valley”. Due to the quality of its residential and commercial base, as well as to the emergence of major sources of employment in the area, the Conejo Valley is perceived as a distinct geographic area in the region with a major economic and employment base of its own. Regional access is provided by the Ventura Freeway (U.S. Highway 101), which traverses through the area in an east/west direction in the southern portion of the city. This freeway provides direct access to the San Fernando Valley to the east and Thousand Oaks to the west.

 

According to the appraisal, the 2021 population within a one-, three- and five-mile radius of the Whizin Market Square Property was 6,009, 34,941 and 69,630, respectively; and the 2021 average household income within the same radii was $151,751, $180,878 and $183,551, respectively.

 

Submarket Information - According to a third-party market report, the Whizin Market Square Property is located in the San Fernando Valley-West submarket within the Los Angeles retail market. As of the fourth quarter of 2021, the San Fernando Valley-West retail submarket reported a total inventory of approximately 5.6 million SF, with a 8.4% vacancy rate and average asking rents of $36.46 per SF.

 

The following table presents certain information relating to the appraiser’s market rent conclusion for the Whizin Market Square Property:

 

Market Rent Summary(1)

 

  Retail Shop $3.25 PSF Retail Shop $4.00 PSF Large Retail Shop Atrium Office Anchor Retail Canyon Club Restaurant
Market Rent (PSF) $3.25 $4.00 $2.75 $3.00 $1.75 $2.75 $3.25
Lease Term (Years) 5 5 5 4 10 10 5
Lease Type (Reimbursements) NNN NNN NNN None NNN NNN NNN
Rent Increase Projection

3.0%/year 

3.0%/year 

3.0%/year 

3.0%/year 

None 

None 

3.0%/year 

(1)Information obtained from the appraisal.

 

The table below presents certain information relating to comparable sales pertaining to the Whizin Market Square Property identified by the appraiser:

 

Comparable Sales(1)

 

Property Name Location Rentable Area (SF) Sale Date Sale Price Sale Price (PSF)
Conejo Gateway Newbury Park, CA 47,254 Jul-19 $18,000,000 $381
Gelson's Village At Calabasas Calabasas, CA 63,789 Jul-19 $39,500,000 $619
El Paseo Simi Shopping Center Simi Valley, CA 108,734 Jun-19 $38,900,000 $358
Shops at Oak Creek Agoura Hills, CA 21,186 May-19 $16,395,000 $774
Sand Canyon Plaza Santa Clarita, CA 78,425 Mar-19 $43,850,000 $559
Office Depot Plaza Thousand Oaks, CA 33,708 Feb-19 $14,335,000 $425
North Ranch Gateway Thousand Oaks, CA 86,427 Aug-18 $35,000,000 $405
(1)Information obtained from the appraisal.

 

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

 

53 

 

 

Retail – Anchored

Loan #2 

Whizin Market Square 

Cut-off Date Balance: $40,250,000
28854, 28912, 29000, 28750 & 28752 Roadside Drive, 28851-28857 Agoura Road, 5050 Cornell Road Cut-off Date LTV: 62.9%
Agoura Hills, CA 91301 U/W NCF DSCR: 1.83x
  U/W NOI Debt Yield: 9.2%

 

The following table presents certain information relating to comparable leases to those at the Whizin Market Square Property:

 

Comparable Leases(1)

 

Property Name/Location Year Built/ Renovated

Total 

GLA (SF) 

Distance 

from Subject 

Tenant Tenant Size (SF) Lease Term

Annual Base 

Rent PSF 

Lease Type

Northgate Plaza Retail

101 South Westlake Boulevard

Thousand Oaks, CA 91362

1996/NAP

 

93,181

4.9 miles

Wild Fork Foods

 

Exer Urgent Care

4,500

 

5,000

10.0 Yrs

 

10.0 Yrs

$68.00

 

$61.44

NNN 

 

NNN 

Kanan Village Shopping Center Retail Building

29281 Agoura Road

Agoura Hills, CA 91301

1990/NAP

4,362

0.6 miles

Ladyface Alehouse Brasserie

Abby's Millstone Baking Company

4,360

 

 

2,400

10.0 Yrs

 

 

5.0 Yrs

$45.00

 

 

$33.00

NNN

 

 

NNN

North Ranch Gateway

30805-30895 E. Thousand Oaks Boulevard

Westlake Village, CA 91362

1987/NAP

86,582

3.2 miles

Jersey Mike’s Subs

Baja Fresh

1,011

 

2,612

10.0 Yrs

 

10.0 Yrs

$54.24

 

$51.00

NNN

 

NNN

Agoura Hills City Mall

5839-5915 Kanan Road

Agoura Hills, CA 91301

1970/NAP

75,281

1.4 miles

Confidential

 

Confidential

1,099

 

2,014

3.0 Yrs

 

3.0 Yrs

$27.00

 

$30.00

NNN

 

NNN

Paseo Marketplace

3637-3755 East Thousand Oaks Boulevard

Thousand Oaks, CA 91362

1979/1996

132,612

5.6 miles

Block Advisors

Westlake Skin Spa

Your CBD Store

Love At Second Sight, Inc

1,100

 

1,260

 

1,235

 

1,540

3.0 Yrs

 

5.0 Yrs

 

5.0 Yrs

 

1.0     Yrs 

$33.00

 

$30.00

 

$27.00

 

$33.00

NNN

 

NNN

 

NNN

 

NNN

County Line Shopping Center

4601-4711 Lakeview Canyon Road

Westlake Village, CA 91361

1978/NAP

35,565

4.2 miles

Asking

 

Confidential

1,000

 

1,000

3.0 Yrs

 

5.0 Yrs

$30.00

 

$35.40

NNN

 

NNN

Summit at Calabasas

26767-26787 Agoura Road

Calabasas, CA 91301

2010/NAP

66,185

3.0 miles

Asking

 

Chipotle

1,100 

 

2,128

5.0 Yrs

 

10.0 Yrs

$38.00

 

$30.40

NNN

 

NNN

Conejo Valley Plaza

1412 Moorpark Road

Thousand Oaks, CA 91360

1972/2005

272,491

9.2 miles

Asking

 

Dr. Anne Savko

2,400

 

1,120

5.0 Yrs

 

5.0 Yrs

$42.00

 

$33.12

NNN

 

NNN

(1)Information obtained from the appraisal.

 

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

 

54 

 

 

Retail – Anchored

Loan #2 

Whizin Market Square 

Cut-off Date Balance: $40,250,000
28854, 28912, 29000, 28750 & 28752 Roadside Drive, 28851-28857 Agoura Road, 5050 Cornell Road Cut-off Date LTV: 62.9%
Agoura Hills, CA 91301 U/W NCF DSCR: 1.83x
  U/W NOI Debt Yield: 9.2%

 

Escrows.

 

Real Estate Taxes – The Whizin Market Square Mortgage Loan documents require an upfront real estate tax reserve of $61,226 and ongoing monthly real estate tax reserves in an amount equal to one-twelfth of the real estate taxes that the lender estimates will be payable during the next twelve months (initially estimated at $30,613).

 

Monthly deposits for real estate tax reserves do not include real estate taxes for the Roadside Parcel as such deposits have been conditionally waived so long as (i) no event of default has occurred and is continuing, (ii) the Roadside Parcel is its own separate tax lot and not a portion of any other tax lot, (iii) the entire Roadside Parcel is demised to DIY, (iv) DIY’s lease is in full force and effect and such tenant is obligated pursuant to the terms of its lease to pay all real estate taxes and other charges directly to the applicable governmental authority in full, (v) no Specified Tenant Sweep Event (as defined below) has occurred and remains outstanding with respect to DIY, and (vi) such tenant is actually performing its obligations under its lease to timely pay all such real estate taxes and other charges and the Whizin Market Square Borrower provides the lender with evidence of the same in a timely manner.

 

Insurance – The Whizin Market Square Mortgage Loan documents require an upfront insurance reserve of $188,125 and ongoing monthly insurance reserves in an amount equal to one-twelfth of the insurance premiums that the lender estimates will be payable during the next twelve months (initially estimated at $18,813).

 

Replacement Reserves – The Whizin Market Square Mortgage Loan documents require ongoing monthly replacement reserves of approximately $2,507.

 

TI/LC Reserve – The Whizin Market Square Mortgage Loan documents require ongoing monthly TI/LC reserves of approximately $11,396, capped at $685,000.

 

Unfunded Obligations Reserve – The Whizin Market Square Mortgage Loan documents require an upfront unfunded obligations reserve of approximately $331,503 associated with four tenants that total 8,542 square feet.

 

Free Rent Reserve – The Whizin Market Square Mortgage Loan documents require an upfront free rent reserve of approximately $73,669 associated with four tenants that total 8,542 square feet.

 

Wood Ranch Security Deposit Reserve – The Whizin Market Square Mortgage Loan documents require an upfront security deposit reserve of approximately $9,310 associated with the fourth largest tenant, Wood Ranch Agoura Hills.

 

Lockbox and Cash Management. The Whizin Market Square Mortgage Loan is structured with a springing lockbox and springing cash management. Within ten business days following the occurrence of a Clearing Account Trigger Event (as defined below), the Whizin Market Square Borrower will be required to establish a lender-controlled lockbox account and direct tenants and the property manager to deposit all rents directly into the clearing account. If no Cash Sweep Period (as defined below) is continuing, funds on deposit in the lockbox account will be transferred at the direction of the Whizin Market Square Borrower. After the occurrence and during the continuance of a Cash Sweep Period, all funds are required to be swept each business day into the cash management account controlled by the lender and all funds on deposit in the cash management account after payment of debt service, required reserves and budgeted operating expenses are required to be reserved with the lender as additional security for the Whizin Market Square Mortgage Loan.

 

A “Clearing Account Trigger Event” will commence upon the earliest of:

 

(i)the debt yield being less than 6.75%; or

(ii)the occurrence of a Cash Sweep Period.

 

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

 

(i)an event of default;

(ii)the debt yield being less than 6.25%; or

(iii)the occurrence of a Specified Tenant Sweep Event (as defined below).

 

A Cash Sweep Period will end upon the occurrence of:

 

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

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

with regard to clause (iii) above, the cure of such Specified Tenant Sweep Event.

 

A “Specified Tenant” means, individually and collectively, DIY and The Canyon Club (and any parent company of the foregoing and any guarantor of any such tenant’s lease, as applicable), and any replacement tenant occupying all or portion of the space currently occupied by such tenants at the Whizin Market Square Property.

 

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

 

55 

 

 

Retail – Anchored

Loan #2 

Whizin Market Square 

Cut-off Date Balance: $40,250,000
28854, 28912, 29000, 28750 & 28752 Roadside Drive, 28851-28857 Agoura Road, 5050 Cornell Road Cut-off Date LTV: 62.9%
Agoura Hills, CA 91301 U/W NCF DSCR: 1.83x
  U/W NOI Debt Yield: 9.2%

 

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

 

(i)a default by such Specified Tenant under its lease beyond all applicable notice and/or periods;

(ii)a Specified Tenant going dark, vacating or otherwise failing to occupy 50% or more of its space or giving notice of its intent to do any of the foregoing;

(iii)any bankruptcy or insolvency of a Specified Tenant;

(iv)a Specified Tenant terminating, cancelling or surrendering its lease, or giving notice of its intent to do any of the foregoing;

(v)the earlier of (a) the date that is 12 months prior to the scheduled expiration date of such Specified Tenant’s lease or (b) the date under such Specified Tenant’s lease by which such Specified Tenant is required to give notice of its exercise of a renewal option; or

(vi)if a Specified Tenant has long term senior unsecured debt that is rated, such Specified Tenant’s rating being downgraded two or more “notches” by any applicable rating agency.

 

A Specified Tenant Sweep Event will end upon the occurrence of:

 

with regard to clause (i) above, the occurrence of (x) a Specified Tenant Re-Tenanting Event (as defined below) or (y) the cure of such event of default has been accepted by the borrower;

with regard to clause (ii) above, the occurrence of (x) a Specified Tenant Re-Tenanting Event or (y) (a) the Specified Tenant has resumed occupancy and normal business operations at all of the space leased under such Specified Tenant’s lease and (b) the Specified Tenant delivers to the lender an acceptable tenant estoppel certificate;

with regard to clause (iii) above, the occurrence of (x) a Specified Tenant Re-Tenanting Event or (y) the bankruptcy proceedings having been terminated in a manner reasonably satisfactory to the lender, the Specified Tenant’s lease being affirmed and the terms of such lease being reasonably satisfactory to the lender;

with regard to clause (iv) above, the occurrence of (x) a Specified Tenant Re-Tenanting Event or (y) (a) the Specified Tenant revokes any termination, cancellation or surrender notification, as applicable and (b) the Specified Tenant delivers to the lender an acceptable tenant estoppel certificate;

with regard to clause (v) above, the occurrence of (x) a Specified Tenant Re-Tenanting Event or (y) the lender receiving (a) acceptable evidence that such Specified Tenant has given notice of renewal under terms of its lease, and all landlord obligations (including the payment of any leasing commissions) have been satisfied in full (or sufficient funds have been reserved for such purposes and to cover any operating shortfalls relating to the delay in the commencement of full rent payments) and (b) an acceptable tenant estoppel certificate; and

with regard to clause (vi) above, the occurrence of (x) a Specified Tenant Re-Tenanting Event or (y) the lender receiving acceptable evidence that the applicable Specified Tenant’s credit rating is equivalent to or better than the credit rating such Specified Tenant had as of the origination date (or if the applicable lease is entered into following the origination date, on the date such lease is entered into) and maintaining such rating for two consecutive quarters.

 

A “Specified Tenant Re-Tenanting Event” will occur when the Whizin Market Square Borrower has delivered to the lender: (i) evidence reasonably satisfactory to the lender that the entire space leased to the Specified Tenant has been leased to one or more replacement tenants acceptable to the lender and (ii) tenant estoppel(s) reasonably satisfactory to the lender with respect to all such replacement tenant(s).

 

Additionally, any Specified Tenant Sweep Event will end if all of the following conditions are satisfied and maintained (a) the Whizin Market Square Borrower deposits into the Lease Sweep Reserve Account an amount equal to $1,250,000 in the form of cash or letter of credit, (b) to the extent that the amount of the TI/LC Reserve on deposit is less than $685,000, the Whizin Market Square Borrower deposits into the TI/LC Reserve an amount equal to the difference between $685,000 and the TI/LC Reserve funds on deposit, and (c) the debt yield (excluding all gross rents attributable to all Specified Tenants) is equal to or greater than 7.25%.

 

Property Management. The Whizin Market Parcel is managed by Kennedy-Wilson Properties Ltd., an Illinois corporation. The Roadside Parcel is self-managed.

 

Partial Release. On or after March 14, 2024, the Whizin Market Square Borrower may obtain the release of the Roadside Parcel from the collateral in connection with a transfer of the Roadside Parcel to an affiliate of the borrower or the borrower sponsor or in connection with a third-party, arms-length sale of the Roadside Parcel, provided that the following requirements among others are satisfied, (i) no event of default has occurred and is continuing or will occur as a result of the release, (ii) the LTV for the remaining Whizin Market Square Property is no greater than the lesser of (x) 62.9% and (y) the LTV immediately prior to such permitted release, (iii) the debt yield of the remaining Whizin Market Square Property is equal to or greater than the greater of (x) 8.8% and (y) the debt yield immediately prior to such permitted release, (iv) the DSCR of the remaining Whizin Market Square Property is equal to or greater than the greater of (x) 1.85x and (y) the DSCR immediately prior to such permitted release, and (v) payment of an amount equal to the sum of (x) a release price equal to 130% of the allocated loan amount for the Roadside Parcel, (y) the applicable interest shortfall due in connection with such prepayment and (z) the yield maintenance premium due in respect of the principal amount prepaid. The allocated loan amount for the Roadside Parcel is $10,000,000. In addition, the Whizin Market Square Borrower has the right to obtain one or more releases of all or a portion of certain vacant land and parking spaces adjacent to the Roadside Parcel (such parcel, the “Free Release Parcel”) from the collateral at any time in connection with a transfer of all or a portion of the Free Release Parcel to an affiliate of the borrower or the borrower sponsor or in connection with a third-party, arms-length sale of all or a portion of the Free

 

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

 

56 

 

 

Retail – Anchored

Loan #2 

Whizin Market Square 

Cut-off Date Balance: $40,250,000
28854, 28912, 29000, 28750 & 28752 Roadside Drive, 28851-28857 Agoura Road, 5050 Cornell Road Cut-off Date LTV: 62.9%
Agoura Hills, CA 91301 U/W NCF DSCR: 1.83x
  U/W NOI Debt Yield: 9.2%

 

Release Parcel, provided that (a) the conditions in (i) – (iv) are satisfied and (b) the Whizin Market Square Borrower records a deed restriction in the official records restricting the use of the Free Release Parcel to multifamily apartment units or hotel, in each case, with ground floor retail permitted, provided that such ground floor retail is not greater than 15% of the total square footage of the aggregate developed buildings constructed on the Free Release Parcel.

 

Real Estate Substitution. Not permitted.

 

Subordinate and Mezzanine Indebtedness. None.

 

Ground Lease. None

 

Terrorism Insurance. The Whizin Market Square Mortgage Loan documents require that the “all risk” insurance policy required to be maintained by the Whizin Market Square Borrower (or standalone terrorism insurance policy) provides coverage for terrorism in an amount equal to the full replacement cost of the Whizin Market Square Property, as well as business interruption insurance covering no less than the 18-month period following the occurrence of a casualty event, together with a 12-month extended period of indemnity.

 

Earthquake Insurance. Not required. The seismic report indicated a probable maximum loss of 13.0% for the Whizin Market Square Property.

 

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

 

57 

 

 

Office - CBD Loan #3 Cut-off Date Balance:   $36,000,000
2100 Travis Street Midtown Central Square Cut-off Date LTV:   59.8%
Houston, TX 77002   U/W NCF DSCR:   2.31x
    U/W NOI Debt Yield:   12.8%

 

 

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

 

58 

 

 

Office - CBD Loan #3 Cut-off Date Balance:   $36,000,000
2100 Travis Street Midtown Central Square Cut-off Date LTV:   59.8%
Houston, TX 77002   U/W NCF DSCR:   2.31x
    U/W NOI Debt Yield:   12.8%

 

 

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

 

59 

 

 

No. 3 – Midtown Central Square
 
Mortgage Loan Information   Mortgaged Property Information
Mortgage Loan Seller: LMF Commercial, LLC   Single Asset/Portfolio: Single Asset

Credit Assessment

(Fitch/KBRA/Moody’s):

NR/NR/NR   Property Type – Subtype: Office – CBD
Original Principal Balance: $36,000,000   Location: Houston, TX
Cut-off Date Balance: $36,000,000   Size: 269,800 SF
% of Initial Pool Balance: 6.8%   Cut-off Date Balance Per SF: $133.43
Loan Purpose: Recapitalization   Maturity Date Balance Per SF: $133.43
Borrower Sponsor: Keeley Megarity   Year Built/Renovated: 1961/2015
Guarantor: Keeley Megarity   Title Vesting: Fee
Mortgage Rate: 5.0800%   Property Manager: Claremont Property Co. (borrower-related)
Note Date: March 10, 2022   Current Occupancy (As of): 85.0% (11/30/2021)
Seasoning: 1 month   YE 2020 Occupancy: 60.1%
Maturity Date: March 6, 2032   YE 2019 Occupancy: 57.9%
IO Period: 120 months   YE 2018 Occupancy: 29.2%
Loan Term (Original): 120 months   As-Is Appraised Value: $60,200,000
Amortization Term (Original): NAP   As-Is Appraised Value Per SF: $223.13
Loan Amortization Type: Interest Only   As-Is Appraisal Valuation Date: December 1, 2021
Call Protection: L(25),D(91),O(4)      
Lockbox Type: Springing   Underwriting and Financial Information(4)
Additional Debt(1): Yes   TTM NOI (12/31/2021)(5): $3,064,759
Additional Debt Type (Balance)(1): Future Mezzanine   YE 2020 NOI: $1,812,790
      YE 2019 NOI: $955,937
      YE 2018 NOI: ($346,886)
      U/W Revenues: $6,576,529
      U/W Expenses: $1,983,220
Escrows and Reserves(2)   U/W NOI(5): $4,593,309
  Initial Monthly Cap   U/W NCF: $4,283,039
Taxes $144,762 $45,956 NAP   U/W DSCR based on NOI/NCF: 2.48x / 2.31x
Insurance $142,078 $16,914 NAP   U/W Debt Yield based on NOI/NCF: 12.8% / 11.9%
Replacement Reserve $0 $3,373 NAP   U/W Debt Yield at Maturity based on NOI/NCF: 12.8% / 11.9%
TI/LC Reserve $1,000,000 $22,483 $1,200,000   Cut-off Date LTV Ratio: 59.8%
Rent Abatement Reserve $800,587 $0 NAP   LTV Ratio at Maturity: 59.8%
Holdback Reserve(3) $2,500,000 $0 NAP      
New Tenant Improvement Reserve $1,378,752 $0 NAP      
               
Sources and Uses
Sources         Uses      
Original loan amount $36,000,000   100.0%   Partner Buy-out $29,372,043      81.6%
            Upfront Reserves 5,966,179      16.6  
          Closing Costs 543,104        1.5  
          Return of Equity 118,674        0.3  
Total Sources $36,000,000   100.0%   Total Uses $36,000,000   100.0%
(1)See “Subordinate and Mezzanine Indebtedness” section for a full description of Additional Debt.

(2)See “Escrows” section for a full description of Escrows and Reserves.

(3)The Holdback Reserve will be released to the Midtown Central Square Borrower (as defined below) if the Midtown Central Square Property (as defined below) achieves a debt yield of 11.5% based on the in-place rent roll and trailing twelve-month expenses. In the event the debt yield test is not satisfied within 24 months of loan origination, the holdback reserve will be retained as cash collateral for the balance of the term of the Midtown Central Square Mortgage Loan (as defined below). The Midtown Central Square Mortgage Loan is 10% recourse to the borrower sponsor from loan origination until the satisfaction of the holdback release provision.

(4)While the Midtown Central Square Mortgage Loan was originated after the emergence of the novel coronavirus pandemic and the economic disruption resulting from measures to combat the pandemic, the pandemic is an evolving situation and could impact the Midtown Central Square Mortgage Loan more severely than assumed in the underwriting and could adversely affect the NOI, NCF and occupancy information, as well as the appraised value and the DSCR, LTV and Debt Yield metrics presented above. See “Risk Factors—Risks Related to Market Conditions and Other External Factors—Coronavirus Pandemic Has Adversely Affected the Global Economy and Will Likely Adversely Affect the Performance of the Mortgage Loans” in the Preliminary Prospectus.

(5)U/W NOI increase compared to TTM NOI (12/31/2021) is due to the fact that six leases, including the third largest tenant - Feldman Law Group, started in 2022 totalling 43,634 square feet with total in-place rents of $1,150,004.

 

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

 

60 

 

 

Office - CBD Loan #3 Cut-off Date Balance:   $36,000,000
2100 Travis Street Midtown Central Square Cut-off Date LTV:   59.8%
Houston, TX 77002   U/W NCF DSCR:   2.31x
    U/W NOI Debt Yield:   12.8%

 

The Mortgage Loan. The mortgage loan (the “Midtown Central Square Mortgage Loan”) is evidenced by a single promissory note secured by a first mortgage encumbering the fee interest in a 269,800 square foot office property located in Houston, Texas (the “Midtown Central Square Property”).

 

The Borrower and Borrower Sponsor. The borrower is Midtown 2100, L.L.C. (the “Midtown Central Square Borrower”), a Delaware limited liability company and single purpose entity with one independent director. Legal counsel to the Midtown Central Square Borrower delivered a non-consolidation opinion in connection with the origination of the Midtown Central Square Mortgage Loan. The nonrecourse carve-out guarantor and borrower sponsor of the Midtown Central Square Mortgage Loan is Keeley Megarity.

 

Keeley Megarity is the founder and president of Claremont Property Company (“CPC”). Founded in 1995, CPC is a real estate development company specializing in new construction, acquisition/sale, refurbishment, property management, disaster solutions, roofing and coworking spaces. Mr. Megarity has built over 1,500 apartment units, purchased and sold over 5,000 units and renovated over 1,000,000 square feet of office space. Mr. Megarity is involved in current and prior foreclosure litigation and defaults. See “Description of the Mortgage Pool—Litigation and Other Considerations” and “—Loan Purpose; Default History, Bankruptcy Issues and Other Proceedings” in the Preliminary Prospectus.

 

The Property. The Midtown Central Square Property consists of one, fifteen-story, multi-tenant office building situated on a 1.4-acre site located in Houston, Texas. Built in 1961 and renovated in 2015, the Midtown Central Square Property consists of 269,800 rentable square feet, of which 253,596 square feet is office, 15,574 square feet is first-floor retail and 630 square feet is storage. The Midtown Central Square Property features a tenant-only conference facility, dedicated on-site management and state-of-the-art building and energy management system evidenced by a LEED-Gold certification. Since the acquisition of the Midtown Central Square in 2013, the borrower sponsor has had a total cost basis of approximately $43.5 million, which included renovations and building improvements (a new glass façade), tenant improvements, soft costs and miscellaneous items. Parking is provided via an 8-story parking garage that provides 448 parking spaces, resulting in a parking ratio of 1.60 spaces per 1,000 square feet of net rentable area. As of November 30, 2021, the Midtown Central Square Property was 85.0% occupied by 33 international, national, regional and local tenants.

 

Major Tenants.

 

Largest Tenant: City of Houston (65,772 square feet, 24.4% of net rentable area; 31.9% of underwritten base rent; 2/28/2024 lease expiration for 21,924 square feet and 12/29/2028 lease expiration for 43,848 square feet; Fitch/Moody’s/S&P: AA/Aa3/AA) – The City of Houston utilizes the premises for its Housing and Community Development Departments (the “HHCDD”). Established in 1989, the HHCDD’s mission is to make investments that serve the citizens of Houston’s housing needs and build an equitable city by creating safe, resilient homes and vibrant, healthy communities. As of June 2021, the HHCDD had total expenditures of approximately $71 million. The City of Houston has been a tenant at the Midtown Central Square Property since 2019 and currently occupies three suites in the Midtown Central Square Property and has two, five-year renewal options remaining. Suite 400 (21,924 square feet) has a lease expiration date of February 28, 2024. The suites relating to Suite 900 (21,924 square feet) and Suite 1000 (21,924 square feet) each have a lease expiration date of December 29, 2028. The City of Houston has the right to terminate its lease at any time after January 1, 2022 by providing at least six-month’s written notice and payment of a termination fee equal to the unamortized portion of the broker commissions. Additionally, the City of Houston has the right to terminate its lease for lack of appropriations in the event allocated funds are exhausted (in which case, the Midtown Central Square Borrower will have no right to damages of any kind except for the recoupment of unpaid rent then due and owing).

 

2nd Largest Tenant: IQor (34,674 square feet, 12.9% of net rentable area; 10.0% of underwritten base rent; 4/29/2026 lease expiration) – IQor was founded in 1998 and is one of the largest business process outsourcing providers in the world. The company offers customer care, revenue recovery services, customer retention and technical support to a variety of industries, which include communications, banking, insurance, travel and hospitality, retail and e-commerce, energy and utilities and healthcare. IQor employs approximately 35,000 employees throughout nine countries and has over 50 call centers. IQor has been a tenant at the Midtown Central Square Property since 2018, currently occupies two suites within the Midtown Central Square Property and has two, five-year renewal options remaining. IQor has the right to terminate its lease at any time from April 1, 2023 through July 31, 2023 by providing at least six-months written notice and payment of a termination fee equal to the unamortized portions of leasing costs (commissions and tenant improvements) assuming an interest rate of 4.0% annually. Additionally, IQor has the right to go dark so long as it continues to pay all rent due under its lease.

 

3rd Largest Tenant: Feldman Law Group (20,169 square feet; 7.5% of net rentable area; 11.4% of underwritten base rent; 1/31/2027 lease expiration) – Founded in 1992, Feldman Law Group provides corporate and tax planning for closely held businesses. Feldman Law Group has been a tenant at the Midtown Central Square Property since 2022 and currently occupies two suites within the Midtown Central Square Property with no termination options.

 

COVID-19 Update. As of March 22, 2022, the Midtown Central Square Property is open and operating. As of March 22, 2022, the Midtown Central Square Mortgage Loan is not subject to any modification or forbearance agreement, and the Midtown Central Square Borrower has not requested any modification or forbearance to the Midtown Central Square Mortgage Loan terms.

 

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

 

61 

 

 

Office - CBD Loan #3 Cut-off Date Balance:   $36,000,000
2100 Travis Street Midtown Central Square Cut-off Date LTV:   59.8%
Houston, TX 77002   U/W NCF DSCR:   2.31x
    U/W NOI Debt Yield:   12.8%

 

The following table presents certain information relating to the tenancy at the Midtown Central Square Property:

 

Major Tenants

 

Tenant Name Credit Rating (Fitch/Moody’s/
S&P)(1)
Tenant NRSF % of
NRSF
Annual U/W Base Rent PSF(2) Annual
U/W Base Rent(2)
% of Total Annual U/W Base Rent Lease
Expiration
Date
Extension Options Termination Option (Y/N)
Major Tenants                  
City of Houston AA/Aa3/AA 65,772 24.4% $24.00 $1,578,528 31.9% Various 1, 2 or 5-year Y(3)
IQor NR/NR/NR 34,674 12.9% $14.25 $494,105 10.0% 4/29/2026 2, 5-year Y(4)
Feldman Law Group(5) NR/NR/NR 20,169 7.5% $28.00 $564,732 11.4% 1/31/2027 1, 5-year N
Summit Industrial Construction NR/NR/NR 11,915 4.4% $17.00 $202,555 4.1% 6/29/2024 1, 5-year  N
Powers Brown NR/NR/NR 11,637 4.3% $25.50 $296,744 6.0% 10/31/2026 1, 5-year Y(6)
Total Major Tenants 144,167 53.4% $21.76 $3,136,663 63.4%      
                   
Non-Major Tenants 85,159 31.6% $21.29 $1,812,651 36.6%      
                 
Occupied Collateral Total 229,326 85.0% $21.58 $4,949,314 100.0%      
                 
Vacant Space 40,474 15.0%            
                 
Collateral Total 269,800 100.0%            
                   
(1)Certain ratings are those of the parent company whether or not the parent company guarantees the lease.

(2)Annual U/W Base Rent PSF and Annual U/W Base Rent include contractual rent steps through September 2022 totaling $56,858.

(3)The City of Houston currently occupies three suites within the Midtown Central Square Property. Suite 400 (21,924 square feet) has a lease expiration date of February 28, 2024. The suites related to Suite 900 (21,924 square feet) and Suite 1000 (21,924 square feet) each have a lease expiration date of December 29, 2028. The City of Houston has the right to terminate its lease at any time after January 1, 2022 by providing at least a six-month written notice and payment of a termination fee equal to the unamortized portion of the broker commissions. Additionally, the City of Houston has the right to terminate its lease for lack of appropriations in the event the allocated funds are exhausted (in which case, the Midtown Central Square Borrower will have no right to damages of any kind except for the recoupment of unpaid rent then due and owing).

(4)IQor has the right to terminate its lease at any time from April 1, 2023 through July 31, 2023 by providing at least six-month’s written notice and payment of a termination fee equal to the unamortized portions of leasing costs (commissions and tenant improvements) assuming an interest rate of 4.0% annually. Additionally, IQor has the right to go dark so long as it continues to pay all rent due under its lease.

(5)The Feldman Law Group lease commenced but the tenant is not yet in occupancy. According to the borrower sponsor, the Feldman Law Group is expected take occupancy and commence paying rent on April 1, 2022. At origination, the Midtown Central Square Borrower deposited $1,378,752 into a new tenant improvement reserve, of which $543,000 is for Feldman Law Group, and $800,587 into a rent abatement reserve, of which $376,488 is for Feldman Law Group.

(6)Powers Brown may terminate its lease on June 1, 2023 by providing at least a 12-month written notice and payment of a termination fee equal to (i) all unamortized commissions, tenant improvements, and seven months of abated rent assuming an interest rate of 8% annually plus (ii) three months of base rent and additional rent.

 

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

 

62 

 

 

Office - CBD Loan #3 Cut-off Date Balance:   $36,000,000
2100 Travis Street Midtown Central Square Cut-off Date LTV:   59.8%
Houston, TX 77002   U/W NCF DSCR:   2.31x
    U/W NOI Debt Yield:   12.8%

 

The following table presents certain information relating to the lease rollover schedule at the Midtown Central Square Property:

 

Lease Expiration Schedule(1)(2)

 

Year Ending
 December 31,
No. of Leases Expiring Expiring NRSF % of Total NRSF Cumulative Expiring NRSF Cumulative % of Total NRSF Annual
 U/W
Base Rent
% of Total Annual U/W Base Rent Annual
 U/W
Base Rent
 PSF(3)
MTM 0 0 0.0% 0 0.0% $0.00 0.0% $0.00
2022 1 5,139 1.9% 5,139 1.9% $84,794 1.7% $16.50
2023 6 7,789 2.9% 12,928 4.8% $116,240 2.3% $14.92
2024 7 38,906 14.4% 51,834 19.2% $846,888 17.1% $21.77
2025 2 7,198 2.7% 59,032 21.9% $178,996 3.6% $24.87
2026 11 78,440 29.1% 137,472 51.0% $1,447,640 29.2% $18.46
2027 5 34,419 12.8% 171,891 63.7% $910,648 18.4% $26.46
2028 2 43,848 16.3% 215,739 80.0% $1,008,504 20.4% $23.00
2029 0 0 0.0% 215,739 80.0% $0.00 0.0% $0.00
2030 1 8,794 3.3% 224,533 83.2% $233,041 4.7% $26.50
2031 2 4,793 1.8% 229,326 85.0% $122,564 2.5% $25.57
2032 0 0 0.0% 229,326 85.0% $0.00 0.0% $0.00
Thereafter 0 0 0.0% 229,326 85.0% $0.00 0.0% $0.00
Vacant 0 40,474  15.0%  269,800 100.0% $0.00 0.0% $0.00
Total/Weighted Average 37 269,800 100.0%     $4,949,314 100.0% $21.58

 

(1)Information obtained from the underwritten rent roll.

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

(3)Excludes NRA of underwritten vacant space.

 

The following table presents historical occupancy percentages at the Midtown Central Square Property:

 

Historical Occupancy(1)

 

12/31/2018

12/31/2019

12/31/2020

11/30/2021

29.2% 57.9% 60.1% 85.0%

 

(1)Information obtained from the underwritten rent roll dated November 30, 2021.

 

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

 

63 

 

 

Office - CBD Loan #3 Cut-off Date Balance:   $36,000,000
2100 Travis Street Midtown Central Square Cut-off Date LTV:   59.8%
Houston, TX 77002   U/W NCF DSCR:   2.31x
    U/W NOI Debt Yield:   12.8%

 

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

 

Cash Flow Analysis

 

  2018 2019 2020 TTM 12/31/2021 U/W %(1) U/W $ per SF
Rents in Place $1,075,427 $2,433,696 $3,123,077 $3,676,097 $4,892,457 63.2% $18.13
Contractual Rent Steps(2) 0 0 0 0 56,858          0.7 0.21
Grossed Up Vacant Space

0

0

0

0

861,423 

11.1 

3.19

Gross Potential Rent $1,075,427 $2,433,696 $3,123,077 $3,676,097 $5,810,737 75.1% $21.54
Other Income 92,622 192,058 195,575 382,170 382,170      4.9 1.42
Total Recoveries

179,693

626,473

628,241

799,289

1,542,558

19.9

5.72

Net Rental Income $1,347,742 $3,252,226 $3,946,894 $4,857,557 $7,735,465 100.0% $28.67
(Vacancy & Credit Loss)

(243,533)

(424,835)

(399,115)

(0)

(1,158,935)(3)

(19.9)

(4.30)

Effective Gross Income $1,104,209 $2,827,391 $3,547,778 $4,857,557 $6,576,529 85.0% $24.38
               
Real Estate Taxes 451,429 515,590 504,577 504,577 551,594       8.4 2.04
Insurance 72,304 105,482 121,406 147,056 202,968        3.1 0.75
Management Fee 39,001 98,917 111,915 109,803 197,296        3.0 0.73
Other Operating Expenses

888,360

1,151,466

997,091

1,031,362

1,031,362

15.7

3.82

Total Operating Expenses $1,451,095 $1,871,454 $1,734,989 $1,792,798 $1,983,220 30.2% $7.35
               
Net Operating Income(4) ($346,886) $955,937 $1,812,790 $3,064,759 $4,593,309 69.8% $17.02
Replacement Reserves 0 0 0 0 40,470        0.6 0.15
TI/LC

0

0

0

0

269,800

4.1

1.00

Net Cash Flow ($346,886) $955,937 $1,812,790 $3,064,759 $4,283,039 65.1% $15.87
               
NOI DSCR (0.19x) 0.52x 0.98x 1.65x 2.48x    
NCF DSCR (0.19x) 0.52x 0.98x 1.65x 2.31x    
NOI Debt Yield (1.0%) 2.7% 5.0% 8.5% 12.8%    
NCF Debt Yield (1.0%) 2.7% 5.0% 8.5% 11.9%    

 

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

(2)Represents contractual rent steps through September 2022.

(3)The underwritten economic vacancy is 15.8%. The Midtown Central Square Property was 85.0% leased as of November 30, 2021.

(4)U/W Net Operating Income increase compared to TTM 12/31/2021 Net Operating Income is due to the fact that 6 leases, including the third largest tenant - Feldman Law Group, started in 2022 totaling 43,634 square feet with total in-place rents of $1,150,004.

 

Appraisal. As of the appraisal valuation date of December 1, 2021, the Midtown Central Square Property had an “as-is” appraised value of $60,200,000.

 

Environmental Matters. According to a Phase I environmental site assessment dated December 15, 2021, there was no evidence of any recognized environmental conditions at the Midtown Central Square Property.

 

Market Overview and Competition. The Midtown Central Square Property is located in Harris County, Texas within the Houston-Woodlands-Sugar Land metropolitan statistical area. Major employers within the Houston-Woodlands-Sugar Land MSA include ConocoPhillips, Exxon Mobil Corp., Shell Oil Co., Halliburton, Dow Chemical Co., Memorial Hermann Health System and University of Texas MD Anderson Cancer Center. Primary access to the Midtown Central Square Property is provided via Interstate 45 and Interstate 10. Interstate 45 is a ten-lane highway running north/south through Texas. The Midtown Central Square Property is located within the Houston central business district. During the past year approximately 2,299,530 square feet of office space has been delivered in Houston, Texas. The area surrounding the Midtown Central Square Property is characterized by office, retail and multifamily properties. The Midtown Central Square Property is in downtown Houston, which is home to several parks, professional sports venues and retail developments. According to the appraisal, the 2021 population within a one-, three-, and five-mile radius of the Midtown Central Square Property was 28,494, 206,632 and 474,179. The average household income within the same radii was $112,331, $123,142 and $118,542, respectively.

 

Submarket Information (Office) – According to the appraisal, the Midtown Central Square Property is situated within the Midtown office submarket, which contained 10.9 million square feet of office space as of third quarter 2021. The Midtown office submarket reported a vacancy rate of 12.9% and an average quoted rental rate of $33.82 per square foot. The Midtown office submarket reported no new construction, deliveries of 301,400 square feet and positive absorption of 53,072 square feet. 

Appraiser’s Comp Set – The appraiser identified four competitive properties for the Midtown Central Square Property totaling approximately 886,273 square feet, which reported an average occupancy rate of approximately 76.6%. The appraiser concluded to

 

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

 

64 

 

 

Office - CBD Loan #3 Cut-off Date Balance:   $36,000,000
2100 Travis Street Midtown Central Square Cut-off Date LTV:   59.8%
Houston, TX 77002   U/W NCF DSCR:   2.31x
    U/W NOI Debt Yield:   12.8%

 

market rents of $19.00 per square foot for office tenants, $32.00 per square foot for retail tenants and $10.00 per square foot for storage space tenants.

 

The following table presents certain information relating to the appraiser’s market rent conclusion for the Midtown Central Square Property:

 

Market Rent Summary(1)

 

  Office Space Retail Space Storage Space
Market Rent (PSF) $19.00 $32.00 $10.00
Lease Term (Years) 5.4 5.4 1
Lease Type (Reimbursements) NNN NNN Gross
Rent Increase Projection $0.50/year $0.50/year None
Free Rent (Months) 5 5 0
(1)Information obtained from the appraisal.

 

Comparable Sales(1)

 

The table below presents certain information relating to comparable sales for the Midtown Central Square Property identified by the appraiser:

 

Property Name Location Rentable Area (SF) Sale Date Sale Price Sale Price (PSF)
Five Post Oak Park Houston, TX 566,616 Jul-21 $127,000,000 $224.14
2900 Weslayan Street Houston, TX 136,698 Jan-20 $25,988,300 $190.11
Kirby Grove Houston, TX 248,275 Jan-20 $115,000,000 $463.20
River Oaks Bank Building Houston, TX 170,233 Dec-19 $56,500,000 $331.90
(1)Information obtained from the appraisal.

 

The table below presents certain information relating to four comparable properties to the Midtown Central Square Property identified by the appraiser:

 

Competitive Set(1)

 

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

Midtown Central Square

(Subject)

Houston, TX

1961/2015 269,800 85.0% - City of Houston, IQor, Feldman Law Group

3100 Main Street – HCC Building

3100 Main Street

Houston, Texas

1965/2000 531,000 82.7% 0.7 miles NAV

Emancipation Center

3131 Emancipation Avenue

Houston, Texas

2020/NAP 59,333 23.8% 1.7 miles NAV

Amegy Bank of Texas

1801 Main Street

Houston, Texas

1957/2000 219,054 100.0% 0.7 miles NAV

Houston Technology Center/Houston Exponential

410 Pierce Street

Houston, Texas

1960/2002 56,886 100% 0.5 miles NAV
(1)Information obtained from the appraisal.

 

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

 

65 

 

 

Office - CBD Loan #3 Cut-off Date Balance:   $36,000,000
2100 Travis Street Midtown Central Square Cut-off Date LTV:   59.8%
Houston, TX 77002   U/W NCF DSCR:   2.31x
    U/W NOI Debt Yield:   12.8%

 

The following table presents certain information relating to comparable leases to those at the Midtown Central Square Property:

 

Comparable Leases(1)

 

Property Name/Location Year Built/ Renovated Total GLA (SF) Occupancy Tenant Lease Term Tenant Size (SF) Annual Base Rent PSF Lease Type
Office                

Chase Tower

600 Travis Street

Houston, TX

1982/2012 1,660,689 NAV Undisclosed 10 Yrs 22,768 $27.00 NNN

2119 Union Street

2119 Union Street

Houston, TX

1970/2019 3,440 NAV Confidential 5.0 Yrs 3,440 $24.00 NNN

Wells Fargo Plaza

1000 Louisiana Street

Houston, TX

1983/NAP 1,721,242 NAV DLR Group 5.0 Yrs 9,014 $28.00 NNN

500 Lovett Boulevard

500 Lovett Boulevard

Houston, TX

1959/NAP 15,676 NAV Regent Law Firm 3.0 Yrs 1,224 $24.50 NNN

3501 Allen Parkway

3501 Allen Parkway

Houston, TX

1940/2010 4,100 NAV Confidential 5.0 Yrs 4,100 $19.00 NNN
Retail                

East Village

1201 Saint Emanuel Street

Houston, TX

2018/NAP 30,000 NAV Confidential 10.0 Yrs 9,500 $35.00 NNN

2600 Travis Street

2600 Travis Street

Houston, TX

1960/2007 32,374 NAV Confidential 10.0 Yrs 9,743 $29.00 NNN

Washington – Center Project

1818 Washington Avenue

Houston, TX

2020/NAP 124,000 NAV Sola Salon 10.0 Yrs 6,190 $32.50 NNN

Hawthorne Square

3407 Montrose Boulevard

Houston, TX

1997/NAP 14,336 NAV Confidential 5.0 Yrs 2,200 $40.00 NNN
                   
(1)Information obtained from the appraisal.

 

Escrows.

 

Real Estate Taxes – The Midtown Central Square Mortgage Loan documents require an upfront real estate tax reserve of $144,762 and ongoing monthly real estate tax reserves in an amount equal to one-twelfth of the real estate taxes that the lender estimates will be necessary to pay taxes over the then succeeding twelve months (initially $45,956).

 

Insurance – The Midtown Central Square Mortgage Loan documents require an upfront insurance reserve of $142,078 and ongoing monthly insurance reserves are required in an amount equal to one-twelfth of the insurance premiums that the lender estimates will be payable for the renewal of the coverage afforded by the policies upon the expiration thereof (initially $16,914).

 

Replacement Reserves – The Midtown Central Square Mortgage Loan documents require ongoing monthly replacement reserves of approximately $3,373.

 

TI/LC Reserve – The Midtown Central Square Mortgage Loan documents require upfront tenant improvement and leasing commission reserves of $1,000,000 and ongoing monthly tenant improvement and leasing commission reserves of $22,483, subject to a cap of $1,200,000 (the “Rollover Cap”). In addition to the monthly tenant improvement and leasing commission reserve, the Midtown Central Square Borrower is required to deposit into the TI/LC reserve any amounts paid to the Midtown Central Square Borrower in connection with a termination, cancellation, sale or other disposition of any lease or any portion thereof, other than amounts paid for rent and other charges in respect of periods prior to the date of such termination, cancellation, surrender, modification, sale or disposition.

 

Rent Abatement Reserve – The Midtown Central Square Mortgage Loan documents require a free rent reserve of approximately $800,587.

 

New Tenant Improvement Reserve - The Midtown Central Square Mortgage Loan documents require an upfront new tenant improvement reserve of approximately $1,378,752 for tenant improvements related to the Feldman Law Group ($543,000), Therapies & Therapies ($100,720), Kitsos Investments ($356,900) and Creative Workspace, L.L.C. ($378,132) tenant spaces, respectively.

 

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

 

66 

 

 

Office - CBD Loan #3 Cut-off Date Balance:   $36,000,000
2100 Travis Street Midtown Central Square Cut-off Date LTV:   59.8%
Houston, TX 77002   U/W NCF DSCR:   2.31x
    U/W NOI Debt Yield:   12.8%

 

Holdback Reserve – The Midtown Central Square Mortgage Loan documents require a $2,500,000 upfront holdback reserve as additional security for the payment of the Midtown Central Square Mortgage Loan, which amount will be disbursed to the Midtown Central Square Borrower if, after the May 6, 2022 payment date and prior to March 10, 2024, the Midtown Central Square Borrower has satisfied the Holdback Reserve Funds Release Condition (as defined below), provided that if a Cash Management Trigger Event Period (as defined below) then exists, the lender will disburse the same into the lockbox account to be applied pursuant to the Midtown Central Square Mortgage Loan documents. In the event the Midtown Central Square Borrower has not qualified for disbursement of all of the holdback reserve funds on or prior to March 10, 2024, then the lender will have the right to hold the holdback reserve funds thereafter as additional collateral for the Midtown Central Square Mortgage Loan.

 

The “Holdback Debt Yield” means, as of any calculation date, a ratio conveyed as a percentage in which, (i) the numerator is the net operating income less the applicable fees as defined within the Midtown Central Square Loan documents and (ii) the denominator is the then original principal balance of the Midtown Central Square Mortgage Loan.

 

The “Holdback Reserve Funds Release Conditions” means, as of the date the lender calculates the Holdback Debt Yield, (i) no event of default has occurred and is continuing and (ii) the lender has received evidence, in form and substance reasonably satisfactory to the lender, that the Holdback Debt Yield equals or exceeds 11.5%.

 

Lockbox and Cash Management. The Midtown Central Square Mortgage Loan documents require a springing lockbox and springing cash management. Upon the occurrence and continuance of a Cash Management Trigger Event (as defined below) the Midtown Central Square Borrower is required to establish a lender-controlled lockbox account. Within five business days after the occurrence of a Cash Management Trigger Event, the Midtown Central Square Borrower or the property manager is required to deliver tenant instruction letters to each tenant in place and any new tenants instructing such tenants to deposit all rents payable under each lease directly into such lockbox account. The Midtown Central Square Mortgage Loan documents also require that all revenues received by the Midtown Central Square Borrower or the property manager is required to be deposited into the lockbox account within one business day of receipt. Pursuant to the Midtown Central Square Mortgage Loan documents, all excess funds on deposit are required to be applied as follows (a) if a Cash Sweep Event (as defined below) is not in effect, to the Midtown Central Square Borrower; and (b) if a Cash Sweep Event is in effect due to the existence of a Critical Tenant Trigger Event (as defined below) to the Critical Tenant TI/LC account until the applicable Critical Tenant Trigger Event cure has occurred. If a Cash Sweep Event is in effect but a Critical Tenant Trigger Event is not in effect, then funds will be applied to the excess cash flow account.

 

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

 

(i)an event of default;

(ii)the Midtown Central Square Borrower’s second late debt service payment within a consecutive 12-month period;

(iii)a bankruptcy action of the Midtown Central Square Borrower, the guarantor or the property manager;

(iv)a Cash Management DSCR Trigger Event (as defined below);

(v)a Critical Tenant Trigger Event; or

(vi)the closing of a subordinate mezzanine loan.

 

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

 

with regard to clause (i) above, the cure of such event of default has been accepted or waived by the lender;

with regard to clause (ii) above, when the debt service payments have been paid on time for 12 consecutive months;

with regard to clause (iii) above, when such bankruptcy action petition has been discharged, stayed, or dismissed within 90 days of such filing among other conditions for the Midtown Central Square Borrower or the guarantor and within 120 days for the property manager, and, with respect to the property manager, the Midtown Central Square Borrower has replaced the property manager with a qualified property manager acceptable to the lender;

with regard to clause (iv) above, the date the debt service coverage ratio based on the trailing 12-month period immediately preceding the date of such determination is greater than 1.25x for two consecutive quarters;

with regard to clause (v) above, the date the Critical Tenant Trigger Event has been cured; and

with regard to clause (vi) above, the repayment of the subordinate mezzanine loan and satisfaction of all obligations thereunder.

 

A “Cash Management DSCR Trigger Event” will occur on any date the debt service coverage ratio, based on the trailing 12-month period immediately preceding the date of determination, is less than 1.20x.

 

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

 

(i)an event of default;

(ii)a bankruptcy action of the Midtown Central Square Borrower, guarantor or property manager;

(iii)a Cash Sweep DSCR Trigger Event (as defined below); or

(iv)a Critical Tenant Trigger Event.

 

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

 

67 

 

 

Office - CBD Loan #3 Cut-off Date Balance:   $36,000,000
2100 Travis Street Midtown Central Square Cut-off Date LTV:   59.8%
Houston, TX 77002   U/W NCF DSCR:   2.31x
    U/W NOI Debt Yield:   12.8%

 

A Cash Sweep Event will end upon the occurrence of:

 

with regard to clause (i) above, the cure of such event of default has been accepted or waived by lender;

with regard to clause (ii) above, when such bankruptcy action petition has been discharged, stayed, or dismissed within 90 days of such filing among other conditions for the Midtown Central Square Borrower or guarantor and within 120 days for the property manager, with respect to the property manager, the Midtown Central Square Borrower replacing the property manager with a qualified property manager acceptable to the lender;

with regard to clause (iii) above, the date the debt service coverage ratio based on the trailing 12-month period immediately preceding the date of such determination is greater than 1.20x for two consecutive quarters; and

with regard to clause (iv) above, the date the Critical Tenant Trigger Event has been cured.

 

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

 

A “Critical Tenant Trigger Event” will occur if:

(i)the City of Houston, IQor and Feldman Law Group or any other tenant occupying the space currently occupied by such tenant (each, a “Critical Tenant” and each related lease, a “Critical Tenant Lease”) gives notice of its intention to not extend or renew its lease or to terminate its lease or the applicable Critical Tenant Lease is otherwise terminated;

(ii)on the date that is 12 months prior to the related lease expiration date or termination date under Critical Tenant Lease, if the Critical Tenant has failed to give notice of its election to renew its lease;

(iii)on or prior to the date on which the Critical Tenant is required under its lease to notify the borrower of its election to renew its lease, the Critical Tenant fails to give such notice;

(iv)an event of default under the Critical Tenant Lease occurs or is continuing;

(v)a bankruptcy action with respect to the Critical Tenant or the guarantor of any Critical Tenant occurs;

(vi)the Critical Tenant elects to pay reduced rent (including, without limitation, percentage rent in lieu of fixed rent) pursuant to any right or remedy contained in the applicable Critical Tenant Lease;

(vii)if the Critical Tenant discontinues its normal business operations (other than a temporary cessation of business operations for permitted renovations or necessary repairs); provided, that, with respect to Feldman Law, the foregoing will only constitute a Critical Tenant Trigger Event after Feldman Law takes occupancy of its demised premises;

(viii)the related Critical Tenant is downgraded below “BBB-” or the equivalent by a credit reporting agency; or

(ix)the City of Houston fails to appropriate funds sufficient to allow such tenant to pay the Midtown Central Square Borrower all rents and other charges due and payable for such period under the City of Houston lease.

 

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

 

with regard to clause (i), (ii) or (iii) above, the date that (1) the Critical Tenant Lease extension is executed and delivered to lender by the Midtown Central Square Borrower and the related tenant improvement costs, leasing commissions and other material costs and expenses have been deposited into the Critical Tenant TI/LC account; or (2) a Critical Tenant Space Re-Tenanting Event (as defined below) has occurred;

with regard to clause (iv) above, after a cure of the applicable default;

with regard to clause (v) above, after an affirmation of the Critical Tenant lease in the applicable bankruptcy proceeding and confirmation that the Critical Tenant is actually paying all rents and other amounts under the lease;

with regard to clause (vi) above, the Critical Tenant re-commences the payment of full unabated rent;

with regard to clause (vii) above, the Critical Tenant re-commences its normal business operations or a Critical Tenant Space Re-Tenanting Event has occurred;

with regard to clause (viii) above, the date the credit rating of the related Critical Tenant is no longer less than a “BBB-“ or the equivalent by a credit reporting agency; or

with regard to clause (ix) above, the City of Houston appropriates an amount sufficient to allow it to pay the Midtown Central Square Borrower all rents and other charges due and payable for such period under the City of Houston lease.

 

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

 

Property Management. The Midtown Central Square Property is managed by Claremont Property Co., an affiliate of the Midtown Central Square Borrower.

 

Partial Release. Not permitted.

 

Real Estate Substitution. Not permitted.

 

Subordinate and Mezzanine Indebtedness. Provided no event of default has occurred and is continuing, the Midtown Central Square Loan documents permit an affiliate of the Midtown Central Square Borrower to incur future mezzanine debt subject to certain conditions, including (i) the execution of an intercreditor agreement in form and substance acceptable to the lender and each of the applicable rating agencies; (ii) based on the Midtown Central Square Mortgage Loan and the mezzanine loan, (a) the loan-to-value

 

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

 

68 

 

 

Office - CBD Loan #3 Cut-off Date Balance:   $36,000,000
2100 Travis Street Midtown Central Square Cut-off Date LTV:   59.8%
Houston, TX 77002   U/W NCF DSCR:   2.31x
    U/W NOI Debt Yield:   12.8%

 

ratio is not greater than 59.8%; (b) the debt service coverage ratio is not less than 1.84x; and (iii) receipt of rating agency confirmations from each of the applicable rating agencies that the mezzanine financing will not result in a downgrade, withdrawal or qualification of the respective ratings assigned to the Series 2022-C62 Certificates.

 

Ground Lease. None.

 

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

 

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

 

69 

 

 

Office - Suburban Loan #4 Cut-off Date Balance:   $23,750,000
2744 East 11th Street Artthaus Studios Cut-off Date LTV:   50.4%
Oakland, CA 94601   UW NCF DSCR:   2.34x
    UW NOI Debt Yield:   9.5%

 

 

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

 

70 

 

 

Office - Suburban Loan #4 Cut-off Date Balance:   $23,750,000
2744 East 11th Street Artthaus Studios Cut-off Date LTV:   50.4%
Oakland, CA 94601   UW NCF DSCR:   2.34x
    UW NOI Debt Yield:   9.5%

 

 

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

 

71 

 

 

No. 4 – Artthaus Studios
 
Mortgage Loan Information   Mortgaged Property Information
Mortgage Loan Seller: Wells Fargo Bank, National Association   Single Asset/Portfolio: Single Asset

Credit Assessment

(Fitch/KBRA/Moody’s):

NR/NR/NR   Property Type – Subtype: Office - Suburban
Original Principal Balance: $23,750,000   Location: Oakland, CA
Cut-off Date Balance: $23,750,000   Size: 104,802 SF
% of Initial Pool Balance: 4.5%   Cut-off Date Balance Per SF: $226.62
Loan Purpose: Refinance   Maturity Date Balance Per SF: $226.62
Borrower Sponsor: Alexander Riaz Taplin (AKA Riaz Taplin)   Year Built/Renovated: 1917/2018-2020
Guarantor: Alexander Riaz Taplin (AKA Riaz Taplin)   Title Vesting: Fee
Mortgage Rate: 3.8590%   Property Manager: Best Bay Apartments, Inc. (borrower affiliate)
Note Date: February 2, 2022   Current Occupancy (As of): 86.9% (1/25/2022)
Seasoning: 2 months   TTM Occupancy (11/30/2021)(3): NAP
Maturity Date: February 11, 2032   YE 2020 Occupancy(3): NAP
IO Period: 120 months   YE 2019 Occupancy(3): NAP
Loan Term (Original): 120 months   YE 2018 Occupancy(3): NAP
Amortization Term (Original): NAP   As-Is Appraised Value(4): $47,100,000
Loan Amortization Type: Interest Only   As-Is Appraised Value Per SF(4): $449.42
Call Protection: L(26),D(90),O(4)   As-Is Appraisal Valuation Date: December 10, 2021
Lockbox Type: Soft/Springing Cash Management   Underwriting and Financial Information(4)
Additional Debt(1): Yes   TTM NOI (11/30/2021)(5): $1,582,374
Additional Debt Type (Balance) (1): Future Mezzanine   YE 2020 NOI(5): $1,248,605
      YE 2019 NOI(5): $542,730
      YE 2018 NOI(5): NAP
      U/W Revenues: $3,490,404
      U/W Expenses: $1,235,607
Escrows and Reserves(2)   U/W NOI(5): $2,254,797
  Initial Monthly Cap   U/W NCF: $2,179,035
Taxes $49,925 $9,985 NAP   U/W DSCR based on NOI/NCF: 2.43x / 2.34x
Insurance $20,580 $5,145 NAP   U/W Debt Yield based on NOI/NCF: 9.5% / 9.2%
Replacement Reserves $0 $1,747 $70,000   U/W Debt Yield at Maturity based on NOI/NCF: 9.5% / 9.2%
TI/LC $500,000 Springing $430,000   Cut-off Date LTV Ratio: 50.4%
Rent Concession Reserve $522,540 $0 NAP   LTV Ratio at Maturity: 50.4%
             
               
Sources and Uses
Sources         Uses      
Original Mortgage Loan Amount $23,750,000   100.0%   Loan Payoff $15,705,288   66.1%
          Upfront Reserves 1,093,045   4.6  
          Closing Costs 669,882   2.8  
          Return of Equity 6,281,786   26.4    
Total Sources $23,750,000   100.0%   Total Uses $23,750,000   100.0%  
(1)See “Subordinate and Mezzanine Indebtedness” section below.

(2)See “Escrows” section.

(3)Historical occupancy information is not available or applicable because the Artthaus Studios Property was repositioned and extensively renovated between 2018 and 2020, with Phase I delivered in June 2018, Phase II delivered in February 2020 and Phase III delivered in May 2020.

(4)While the Artthaus Studios Mortgage Loan (defined below) was originated after the emergence of the novel coronavirus pandemic and the economic disruption resulting from measures to combat the pandemic, the pandemic is an evolving situation and could impact the Artthaus Studios Mortgage Loan more severely than assumed in the underwriting and could adversely affect the NOI, NCF and occupancy information, as well as the appraised value and the DSCR, LTV and Debt Yield metrics presented above. See “Risk Factors— Risks Related to Market Conditions and Other External Factors—Coronavirus Pandemic Has Adversely Affected the Global Economy and Will Likely Adversely Affect the Performance of the Mortgage Loans” in the Preliminary Prospectus.

(5)The Artthaus Studios Property was repositioned and extensively renovated between 2018 and 2020, with Phase I delivered in June 2018, Phase II delivered in February 2020 and Phase III delivered in May 2020.

 

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

 

72 

 

 

Office - Suburban Loan #4 Cut-off Date Balance:   $23,750,000
2744 East 11th Street Artthaus Studios Cut-off Date LTV:   50.4%
Oakland, CA 94601   UW NCF DSCR:   2.34x
    UW NOI Debt Yield:   9.5%

 

The Mortgage Loan. The mortgage loan (the “Artthaus Studios Mortgage Loan”) is evidenced by the first priority fee interest encumbering a 104,802 square foot, multi-tenant office property located in Oakland, California (the “Artthaus Studios Property”).

 

The Borrower and Borrower Sponsor. The borrower is Lucasey Lofts LP, a California Limited Partnership and single purpose entity with one independent director. Legal counsel to the borrower delivered a non-consolidation opinion in connection with the origination of the Artthaus Studios Mortgage Loan. The borrower sponsor and nonrecourse carveout guarantor is Alexander Riaz Taplin (“Riaz Taplin”).

 

Riaz Taplin is the founder and principal of Riaz Capital, a vertically integrated workforce housing developer with over 20 years of development experience in the Bay Area. Currently, Riaz Capital’s portfolio includes over 1,500 units, with 1,700 units in development, and real estate assets valued at approximately $500 million.

 

The Property. The Artthaus Studios Property consists of a five-story, 104,802 square foot, multi-tenant office building, located in Oakland, California. Built in 1917, the property, which is situated on a 2.39-acre site, was extensively renovated between 2018 and 2020 for approximately $18.9 million. The property was repositioned from its prior manufacturing use to creative office in three phases, with Phase I being delivered in June 2018, Phase II being delivered in February 2020, and Phase III being delivered in May 2020. As part of the redevelopment, the borrower completed seismic structural upgrades, mechanical upgrades, and electrical and plumbing upgrades. Additional renovations included new HVAC units and LED lighting, the addition of 15 restrooms, new elevator, fire alarm and sprinkler systems, access control and security systems, as well as newly developed meeting areas, lounge, kitchen area, and rooftop deck. Tenants currently lease between 81 square feet and 4,937 square feet of space. Artthaus Studios has 90 on-site parking spaces, resulting in a parking ratio of 0.86 spaces per 1,000 square feet. Three tenants totaling 8.2% of net rentable area and 11.7% of underwritten base rent are affiliated with the borrower sponsor. As of January 25, 2022, the Artthaus Studios Property was 86.9% occupied by 80 tenants.

 

Major Tenants.

 

Largest Tenant: Brighter Beginnings (8,177 square feet; 7.8% of net rentable area; 10.0% of underwritten base rent; 8/31/2027 lease expiration) – Founded in 1984, Brighter Beginnings is a nonprofit organization that supports child development by partnering with parents and helping to build strong communities with the ultimate goal of helping parents with limited financial support or medical resources become self-sufficient. Brighter Beginnings serves the Bay Area and has partnered with other companies to give their clients access to services such as healthcare, childcare, housing, education, job training and temporary public benefits. Brighter Beginnings does not have any termination options and has one, five-year renewal option.

 

2nd Largest Tenant: XIA (6,725 square feet; 6.4% of net rentable area; 7.8% of underwritten base rent; 7/31/2031 lease expiration) Founded in 1994, XIA, which is headquartered at the Artthaus Studios Property, invents, develops, and markets advanced digital data acquisition and processing systems for x-ray, gamma-ray, and other radiation detector applications in university research, national laboratories and industry. XIA may terminate its lease effective 72 months after the lease commencement with at least 9 months’, and no more than 18 months’, written notice to the landlord. No termination fee is required. XIA has one, 10-year renewal option.

 

3rd Largest Tenant: Riaz Capital (4,430 square feet; 4.2% of net rentable area; 6.4% of underwritten base rent; various lease expirations) – Riaz Capital, which is an affiliate of the borrower, is based at the Artthaus Studios Property. The tenant has two leases, expiring on 3/31/2023 (1,201 square feet; 1.1% of net rentable area; 1.9% of underwritten base rent) and 6/30/2027 (3,229 square feet; 3.1% of net rentable area; 4.5% of underwritten base rent). Riaz Capital has no termination or renewal options.

 

COVID-19 Update. As of March 2, 2022, the Artthaus Studios Property is open and operating and there are no outstanding rent relief requests.

 

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

 

73 

 

 

Office - Suburban Loan #4 Cut-off Date Balance:   $23,750,000
2744 East 11th Street Artthaus Studios Cut-off Date LTV:   50.4%
Oakland, CA 94601   UW NCF DSCR:   2.34x
    UW NOI Debt Yield:   9.5%

 

The following table presents certain information relating to the tenancy at the Artthaus Studios Property:

 

Major Tenants

 

Tenant Name

Credit Rating (Fitch/

Moody’s/
S&P)

Tenant NRSF % of
NRSF
Annual U/W Base Rent PSF(1) Annual
U/W Base Rent(1)
% of Total Annual U/W Base Rent Lease
Expiration
Date
Ext. Options Term. Option (Y/N)
Major Tenants                
Brighter Beginnings NR/NR/NR 8,177 7.8% $35.23 $288,043 10.0% 8/31/2027 1, 5-year N
XIA NR/NR/NR 6,725 6.4% $33.39 $224,523 7.8% 7/31/2031 1, 10-year Y(2)
Riaz Capital(3) NR/NR/NR 4,430 4.2% $41.74 $184,909 6.4% Various N N
Best Bay Apartments(3) NR/NR/NR 3,210 3.1% $38.19 $122,598 4.3% 6/30/2024 N N
Be The Change Consulting NR/NR/NR 3,745 3.6% $31.97 $119,712 4.2% 5/31/2023 1, 2-year N
  26,287 25.1% $35.75 $939,785 32.7%      
                 
Non-Major Tenants 64,750 61.8% $29.88 $1,935,004 67.3%      
                 
Occupied Collateral Total 91,037 86.9% $31.58 $2,874,788 100.00%      
                 
Vacant Space 13,765 13.1%            
                 
Collateral Total 104,802(4) 100.0%            
                   
(1)Annual U/W Base Rent PSF and Annual U/W Base Rent include contractual rent steps through January 2023 totaling $51,783.

(2)XIA may terminate its lease effective 72 months after the lease commencement with at least 9 months’, and no more than 18 months’, written notice to the landlord. No termination fee is required.

(3)Riaz Capital and Best Bay Apartments are affiliates of the borrower sponsor.

(4)The Collateral Total Tenant NRSF includes 1,590 square feet of event space. There is no underwritten rent or lease expiration date associated with the event space.

 

The following table presents certain information relating to the lease rollover schedule at the Artthaus Studios Property:

 

Lease Expiration Schedule(1)

 

Year Ending
 December 31,
No. of Leases Expiring Expiring NRSF % of Total NRSF Cumulative Expiring NRSF Cumulative % of Total NRSF Annual
 U/W
Base Rent(2)
% of Total Annual U/W Base Rent Annual
 U/W
Base Rent
 PSF(2)
MTM(3) 12 6,919 6.6% 6,919 6.6% $162,215 5.6% $23.44
2022 26 20,124 19.2% 27,043 25.8% $622,164 21.6% $30.92
2023 34 27,512 26.3% 54,555 52.1% $854,638 29.7% $31.06
2024 11 12,352 11.8% 66,907 63.8% $408,167 14.2% $33.04
2025 1 1,508 1.4% 68,415 65.3% $36,466 1.3% $24.18
2026 2 3,487 3.3% 71,902 68.6% $118,334 4.1% $33.94
2027 5 12,410 11.8% 84,312 80.4% $448,280 15.6% $36.12
2028 0 0 0.0% 84,312 80.4% $0 0.0% $0.00
2029 0 0 0.0% 84,312 80.4% $0 0.0% $0.00
2030 0 0 0.0% 84,312 80.4% $0 0.0% $0.00
2031 3 6,725 6.4% 91,037 86.9% $224,523 7.8% $33.39
2032 0 0 0.0% 91,037 86.9% $0 0.0% $0.00
Thereafter 0 0 0.0% 91,037 86.9% $0 0.0% $0.00
Vacant 0 13,765 13.1% 104,802 100.0% $0 0.0% $0.00
Total/Weighted Average 94 104,802 100.0%     $2,874,788 100.0% $31.58
(1)Information obtained from the underwritten rent roll dated as of January 25, 2022.

(2)Annual U/W Base Rent and Annual U/W Base Rent PSF does not include vacant space.

(3)MTM Expiring NRSF, % of Total NRSF, Cumulative Expiring NRSF, and Cumulative % of Total NRSF include 1,590 square feet of event space. There is no underwritten rent or lease expiration date associated with the event space.

 

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

 

74 

 

 

Office - Suburban Loan #4 Cut-off Date Balance:   $23,750,000
2744 East 11th Street Artthaus Studios Cut-off Date LTV:   50.4%
Oakland, CA 94601   UW NCF DSCR:   2.34x
    UW NOI Debt Yield:   9.5%

 

The following table presents historical occupancy percentages at the Artthaus Studios Property:

 

Historical Occupancy

 

12/31/2017(1) 

12/31/2018(1)

12/31/2019(1)

12/31/2020(1)

1/25/2022(2)

NAP NAP NAP NAP 86.9%
(1)Historical occupancy information is not available because the Artthaus Studios Property was repositioned and extensively renovated between 2018 and 2020, with Phase I delivered in June 2018, Phase II delivered in February 2020 and Phase III delivered in May 2020.

(2)Information obtained from the underwritten rent roll.

 

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

 

Cash Flow Analysis

 

  2019 2020 TTM
11/30/2021
U/W %(1) U/W $
per SF
Base Rent $1,369,622 $1,717,630 $2,387,602 $2,874,788(2) 73.1% $27.43(2)
Grossed Up Vacant Space

0

0

0

444,823

11.3

4.24

Gross Potential Rent $1,369,622 $1,717,630 $2,387,602 $3,319,612 84.4% $31.68
Other Income 240,029 262,200 177,031 218,200 5.5 2.08
Less: Free Rent Adjustment (170,613) (120,660) (357,846) 0 0.0 0.00
Total Recoveries

77,874

137,050

307,939

397,416

10.1

3.79

Net Rental Income $1,516,913 $1,996,220 $2,514,726 $3,935,228 100.0% $37.55
(Vacancy & Credit Loss)

0

0

0

(444,823)(3)

(13.4)

(4.24)

Effective Gross Income $1,516,913 $1,996,220 $2,514,726 $3,490,404 88.7% $33.30
             
Real Estate Taxes 107,453 111,771 114,471 334,089 9.6% 3.19
Insurance 22,985 87,557 72,454 58,797 1.7 0.56
Management Fee 64,203 25,030 91,843 139,616 4.0 1.33
Other Operating Expenses

779,541

523,257

653,584

703,105

20.1

6.71

Total Operating Expenses $974,183 $747,615 $932,352 $1,235,607 35.4% $11.79
             
Net Operating Income(4) $542,730 $1,248,605 $1,582,374 $2,254,797 64.6% $21.51
Replacement Reserves 0 0 0 20,960 0.6 0.20
TI/LC

0

0

0

54,802

1.6

0.52

Net Cash Flow $542,730 $1,248,605 $1,582,374 $2,179,035 62.4% $20.79
             
NOI DSCR 0.58x 1.34x 1.70x 2.43x    
NCF DSCR 0.58x 1.34x 1.70x 2.34x    
NOI Debt Yield 2.3% 5.3% 6.7% 9.5%    
NCF Debt Yield 2.3% 5.3% 6.7% 9.2%    
(1)Represents (i) percent of Net Rental Income for all revenue fields, (ii) percent of Gross Potential Rent for Vacancy & Credit Loss and (iii) percent of Effective Gross Income for all other fields.

(2)U/W Base Rent PSF and U/W Base Rent contractual rent steps through January 2023 totaling $51,783.

(3)The underwritten economic vacancy is 13.4%. The Artthaus Studios Property was 86.9% physically occupied as of January 25, 2022.

(4)The Artthaus Studios Property was repositioned and extensively renovated between 2018 and 2020, with Phase I delivered in June 2018, Phase II delivered in February 2020 and Phase III delivered in May 2020.

 

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

 

75 

 

 

Office - Suburban Loan #4 Cut-off Date Balance:   $23,750,000
2744 East 11th Street Artthaus Studios Cut-off Date LTV:   50.4%
Oakland, CA 94601   UW NCF DSCR:   2.34x
    UW NOI Debt Yield:   9.5%

 

Appraisal. The appraiser concluded to an “as-is” Appraised Value for the Artthaus Studios Property of $47,100,000 as of December 10, 2021.

 

Environmental Matters. The Phase I environmental site assessment dated December 22, 2021, identified a recognized environmental condition (“REC”) and a controlled recognized environmental condition (“CREC”) at the Artthaus Studios Property.

 

With regard to the REC, in 2015, the borrower sponsor contemplated redeveloping the property into a residential use and, as such, entered into a Voluntary Remedial Action Agreement with the Alameda County Department of Environmental Health (“ACDEH”) that identified benzene and PCE above residential action levels for indoor air. An additional Spills, Leaks, Investigations and Cleanup (“SLIC”) was opened. While both contaminants were determined to be attributable to off-site sources, and redevelopment was changed to be commercial, the ACDEH requested an Environmental Risk Management Plan (“ERMP”). To address potential vapor intrusion, a vapor intrusion barrier system was voluntarily installed. The ERMP requires that tenants, contractors and workers be made aware of subsurface conditions and mitigation measures at the property, and that mitigation measures continue to be monitored. Because the SLIC is listed as open, this constitutes an REC. The consultant provided a worst-case estimate with a statistical 90% confidence interval that the total cost for potential remediation had an upper-end range of $870,000. In lieu of an environmental reserve, the lender obtained a $5,000,000 environmental insurance policy with a $5,000,000 limit per claim on a 13-year term, which includes a $25,000 deductible per claim. See “Description of the Mortgage Pool—Environmental Considerations” in the prospectus.

 

Market Overview and Competition. The Artthaus Studios Property is located in Oakland, California, approximately 4 miles from the central business district and 15 miles east of San Francisco. The property is located in the Jingletown neighborhood, which was historically a light industrial area for the past 30 years; however, in the early 1970s the area began to be rezoned to residential and many of the historic industrial buildings have been redeveloped into offices or lofts. The property is located approximately 6.0 miles north of the Oakland International Airport with access to I-880, a major north-south thoroughfare in the area, approximately 0.7 miles away. According to a third-party market research report, within a 1-, 3- and 5- mile radius of the Artthaus Studios Property, the estimated 2021 population is 41,400, 290,937, and 496,849, respectively, and the 2021 median household income is $52,780, $79,229, and $82,276, respectively.

 

According to a third-party market research report, the property is situated within the Oakland-South/Airport submarket of the greater East Bay/Oakland office market. As of March 1, 2022, the submarket reported total inventory of approximately 5.1 million square feet with a 6.7% vacancy rate and average market rents of $30.04 per square foot. There are currently no office properties under construction in the submarket. The appraiser identified six lease comparables with rents ranging from $24.60 to $46.00 per square foot, and concluded to average market rent of $32.61 per square foot.

 

The following table presents certain information relating to the appraiser’s market rent conclusions for the Artthaus Studios Property:

 

Market Rent Summary(1)

 

  2,000-5,000 SF 850-1,999 SF 320-849 SF
Market Rent (PSF) $33.60 $32.40 $31.80
Lease Term (Years) 3 2 1
Lease Type Modified Modified Modified
Rent Increase Projection 3.0%/Year 3.0%/Year 3.0%/Year
TI (New/Renewal) $0.00 / $0.00 $0.00 / $0.00 $0.00 / $0.00
LC (New/Renewal) $0.00 / $0.00 $0.00 / $0.00 $0.00 / $0.00
Free Rent (New/Renewal) 3 mths / 0 mths 2 mths / 0 mths 0 mths / 0 mths
(1)Information obtained from the appraisal.

 

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

 

76 

 

 

Office - Suburban Loan #4 Cut-off Date Balance:   $23,750,000
2744 East 11th Street Artthaus Studios Cut-off Date LTV:   50.4%
Oakland, CA 94601   UW NCF DSCR:   2.34x
    UW NOI Debt Yield:   9.5%

 

The table below presents certain information relating to comparable sales pertaining to the Artthaus Studios Property identified by the appraiser:

 

Comparable Sales(1)

 

Property Name

Property Address

Location Year Built/Renovated Rentable Area (SF) Sale Date Sale Price Sale Price (PSF)

Fremont Research Center

47513-47533 Westinghouse Drive

Fremont, CA 1983/1997 215,733 Jun-2021 $59,250,000 $275
             

111 Broadway

111 Broadway

Oakland, CA 1966/NAP 10,489 Mar-2020 $3,600,000 $343
             

The Wakefield Building

426 17th Street

Oakland, CA 1924/2001 56,678 Feb-2020 $29,900,000 $528
             

EmeryTech Centre

1400 65th Street

Emeryville, CA 1940/2010 227,367 Oct-2019 $126,500,000 $556
             

1714-1720 Franklin Street

1714-1720 Franklin Street

Oakland, CA 1926/1991 30,253 Mar-2019 $11,000,000 $364
(1)Information obtained from the appraisal.

 

The following table presents certain information relating to the appraiser’s market rent conclusions for the Artthaus Studios Property:

 

Comparable Office Leases(1)

 

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

Artthaus Studios (Subject)

2744 East 11th Street

Oakland, CA

1917/2018-2020 104,802(2)            

330 Franklin Street

Oakland, CA

1926/NAP 29,000 Resource Development Associates 3,832 Nov-2021 5.0 Yrs. $46.00

Modified

 

829 27th Avenue

Oakland, CA

1950/NAP 15,611 Confidential 340 Q2-2021 1.0 Yrs. $29.80 Modified

106 Linden Street

Oakland, CA

1921/NAP 125,078 Studio Bondy Architecture 4,011 Mar-2021 5.0 Yrs. $29.80 Modified

337 17th Street

Oakland, CA

1926/NAP 24,100 Noll and Tam 419 Mar-2021

3.0 Yrs.

 

$35.20 Modified

7303 Edgewater Drive

Oakland, CA

1973/NAP 200,557 Pureturgent 6,254 Mar-2021

3.0 Yrs.

 

$24.60 Modified

1154 57th Avenue

Oakland, CA

1967/NAP 24,568 VeoRide Inc. 3,323 Dec-2020 2.0 Yrs. $29.40 Modified
(1)Information obtained from the appraisal.

(2)Information obtained from the underwritten rent roll.

 

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

 

77 

 

 

Office - Suburban Loan #4 Cut-off Date Balance:   $23,750,000
2744 East 11th Street Artthaus Studios Cut-off Date LTV:   50.4%
Oakland, CA 94601   UW NCF DSCR:   2.34x
    UW NOI Debt Yield:   9.5%

 

Escrows.

 

Real Estate Taxes – The Artthaus Studios Mortgage Loan documents require an upfront deposit of $49,925 and ongoing monthly real estate tax reserves in an amount equal to one-twelfth of the real estate taxes that the lender estimates will be payable during the next twelve months, initially estimated at $9,985.

 

Insurance – The Artthaus Studios Mortgage Loan documents require an upfront deposit of $20,580 and ongoing monthly insurance reserves in an amount equal to one-twelfth of the insurance premiums that the lender estimates will be payable for the renewal of the coverage afforded by the policies upon the expiration, initially estimated at $5,145.

 

Replacement Reserve – The Artthaus Studios Mortgage Loan documents require an ongoing monthly replacement reserve deposit of $1,747 ($0.20 PSF), capped at $70,000.

 

Leasing Reserve – The Artthaus Studios Mortgage Loan documents require an upfront deposit of $500,000 and springing ongoing monthly leasing reserve deposits of $8,734 upon the balance falling below the $430,000 cap.

 

Rent Concession Reserve – The Artthaus Studios Mortgage Loan documents require an upfront reserve of $522,540 for outstanding rent abatements related to 22 tenants.

 

Lockbox and Cash Management. The Artthaus Studios Mortgage Loan is structured with a soft lockbox and springing cash management. The borrower and property manager are required to deposit all rent into an established deposit account each business day. Upon the occurrence of a Cash Trap Event Period (defined below), all amounts available in the deposit account will be transferred to a cash management account controlled by the lender on each business day, and applied in accordance with the cash flow waterfall in the cash management agreement. During the continuance of a Cash Trap Event Period, all excess cash flow will be held by the lender as additional collateral.

 

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

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

(ii)the net cash flow debt yield falling below 7.0%.

 

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

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

with regard to clause (ii), the net cash flow debt yield being equal to or greater than 7.25% for two consecutive calendar quarters.

 

Property Management. The Artthaus Studios Property is managed by Best Bay Apartments, Inc., an affiliate of the borrowers.

 

Partial Release. Not permitted.

 

Real Estate Substitution. Not permitted.

 

Subordinate and Mezzanine Indebtedness. In connection with a bona fide sale of the Artthaus Studios Property, certain direct or indirect owners of the borrower may obtain future mezzanine debt upon satisfaction of certain conditions defined in the loan agreement, including, but not limited to: (i) the LTV including the future mezzanine loan is not greater than 60.0%; (ii) the adjusted net cash flow DSCR, inclusive of the future mezzanine loan, is no less than 1.45x; (iii) the adjusted net cash flow debt yield, inclusive of the future mezzanine loan, is not less than 8.75%; (iv) the mezzanine lender shall be an institutional lender acceptable to lender; (v) an intercreditor agreement in form and substance acceptable to lender and any applicable rating agency; (vi) a rating agency confirmation with respect to the proposed mezzanine financing; and (vii) borrower shall thereafter be subject to hard cash management pursuant to the related cash management provisions of the loan documents.

 

Ground Lease. None.

 

Terrorism Insurance. The loan documents require that the “all risk” insurance policy required to be maintained by the borrowers provides coverage for terrorism in an amount equal to the full replacement cost of the Artthaus Studios Property, as well as business interruption insurance covering no less than the 12-month period following the occurrence of a casualty event, together with a 6-month extended period of indemnity.

 

Earthquake Insurance. Not required. The seismic report indicated a probable maximum loss of 18.0% for the Artthaus Studios Property.

 

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

 

78 

 

 

Office – Suburban 

1301 West Long Lake Road 

Troy, MI 48098 

Loan #5 

Long Lake Crossing 

Cut-off Date Balance: 

Cut-off Date LTV: 

U/W NCF DSCR: 

U/W NOI Debt Yield: 

 

$21,000,000 

58.0% 

1.68x 

11.1% 

 

 

 

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

 

79 

 

 

Office – Suburban 

1301 West Long Lake Road 

Troy, MI 48098 

Loan #5 

Long Lake Crossing 

Cut-off Date Balance: 

Cut-off Date LTV: 

U/W NCF DSCR: 

U/W NOI Debt Yield: 

 

$21,000,000 

58.0% 

1.68x 

11.1% 

 

 

 

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

 

80 

 

 

No. 5 – Long Lake Crossing
 
Mortgage Loan Information   Mortgaged Property Information
Mortgage Loan Seller: AREF   Single Asset/Portfolio: Single Asset
Credit Assessment
(Fitch/KBRA/Moody’s):
NR/NR/NR   Property Type – Subtype: Office – Suburban
Original Principal Balance: $21,000,000   Location: Troy, MI
Cut-off Date Balance: $21,000,000   Size: 171,994 SF
% of Initial Pool Balance: 3.9%   Cut-off Date Balance Per SF: $122.10
Loan Purpose: Acquisition   Maturity Date Balance Per SF: $122.10
Borrower Sponsor: Moshe Rothman   Year Built/Renovated: 1987/NAP
Guarantor: Moshe Rothman   Title Vesting: Fee
Mortgage Rate: 6.1100%   Property Manager: Transwestern Property Company Michigan, L.L.C.
Note Date: February 17, 2022   Current Occupancy (As of): 82.7% (2/7/2022)
Seasoning: 1 month   YE 2021 Occupancy: 85.0%
Maturity Date: March 6, 2027   YE 2020 Occupancy: 88.0%
IO Period: 60 months   YE 2019 Occupancy: 90.0%
Loan Term (Original): 60 months   As-Is Appraised Value: $36,200,000
Amortization Term (Original): NAP   As-Is Appraised Value Per SF: $210.47
Loan Amortization Type: Interest Only   As-Is Appraisal Valuation Date: December 9, 2021
Call Protection: L(25),D(28),O(7)      
Lockbox Type(1): Hard/In Place Cash Management      
Additional Debt: None      
Additional Debt Type (Balance): NAP   Underwriting and Financial Information(3)
      TTM NOI (10/31/2021): $2,327,716
      YE 2020 NOI: $2,427,973
      YE 2019 NOI: $2,405,546
      U/W Revenues: $3,515,383  
      U/W Expenses: $1,178,584
Escrows and Reserves(2)   U/W NOI: $2,336,798
  Initial Monthly Cap   U/W NCF: $2,180,405
Taxes $157,068 $31,414 NAP   U/W DSCR based on NOI/NCF: 1.80x / 1.68x
Insurance $8,968 $2,989 NAP   U/W Debt Yield based on NOI/NCF: 11.1% / 10.4%
TI/LC Reserve $500,000 $14,333 NAP   U/W Debt Yield at Maturity based on NOI/NCF: 11.1% / 10.4%
Replacement Reserve $0 $2,867 NAP   Cut-off Date LTV Ratio: 58.0%
Outstanding TI/LC $77,723 $0 NAP   LTV Ratio at Maturity: 58.0%
Rent Abatement Reserve $14,138 $0 NAP      
               
Sources and Uses
Sources         Uses      
Original loan amount $21,000,000     56.7%   Purchase Price $35,200,000   95.1%
Equity contribution 16,017,804   43.3   Closing costs 1,059,908   2.9
          Upfront reserves 757,896   2.0
Total Sources $37,017,804   100.0%    Total Uses $37,017,804   100.0%
(1)As of the origination date, the Long Lake Crossing Mortgage Loan (as defined below) was in a Cash Management Period (as defined below). The initial Cash Management Period will cease when the debt yield is at least 10.0% for two consecutive calendar quarters, the Long Lake Crossing Property (as defined below) has achieved a physical occupancy of 83% in accordance with the Long Lake Crossing Mortgage Loan documents for two consecutive calendar quarters, Hearst Business Publishing, Inc. has extended its lease for a period of at least five years in accordance with the Long Lake Crossing Mortgage Loan documents, and no event of default has occurred. See “Lockbox and Cash Management” section below.

(2)See “Escrows” section below.

(3)While the Long Lake Crossing Mortgage Loan was originated after the emergence of the novel coronavirus pandemic and the economic disruption resulting from measures to combat the pandemic, the pandemic is an evolving situation and could impact the Long Lake Crossing Mortgage Loan more severely than assumed in the underwriting and could adversely affect the NOI, NCF and occupancy information, as well as the appraised value and the DSCR, LTV and Debt Yield metrics presented above. See “Risk Factors—Risks Related to Market Conditions and Other External Factors—Coronavirus Pandemic Has Adversely Affected the Global Economy and Will Likely Adversely Affect the Performance of the Mortgage Loans” in the Preliminary Prospectus.

 

The Mortgage Loan. The mortgage loan (the “Long Lake Crossing Mortgage Loan”) is evidenced by a first mortgage encumbering the fee interest in a 171,994 square foot suburban office building located in Troy, Michigan (the “Long Lake Crossing Property”). Proceeds from the Long Lake Crossing Mortgage Loan were used to facilitate the acquisition of the Long Lake Crossing Property, fund reserve accounts, and pay closing costs.

 

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

 

81 

 

 

Office – Suburban 

1301 West Long Lake Road 

Troy, MI 48098 

Loan #5 

Long Lake Crossing 

Cut-off Date Balance: 

Cut-off Date LTV: 

U/W NCF DSCR: 

U/W NOI Debt Yield: 

 

$21,000,000 

58.0% 

1.68x 

11.1% 

 

The Borrower and Borrower Sponsor. The borrowing entity for the Long Lake Crossing Mortgage Loan is AEVRI Long Lake LLC (the “Long Lake Crossing Borrower”), a single-purpose Delaware limited liability company. Legal counsel to the borrowers delivered a non-consolidation opinion in connection with the origination of the Long Lake Crossing Mortgage Loan.

 

The borrower sponsor and non-recourse carve-out guarantor is Moshe Rothman who provided a partial payment guaranty in the amount of $2,500,000 for the Long Lake Crossing Mortgage Loan. Moshe Rothman is a New York based owner, operator and investor that has been active in commercial real estate since 2017. Moshe Rothman’s portfolio is valued at approximately $490 million and consists of multifamily and office assets located throughout New York, New Jersey, Connecticut, Ohio, Michigan, Illinois, Texas, Mississippi, Tennessee, Alabama, Louisiana, Minnesota and Wisconsin. Moshe Rothman owns seven office buildings totaling approximately 1.5 million square feet. Moshe Rothman currently owns one single tenant, approximately 130,000 SF office property that was acquired in 2020, approximately 20 miles southeast of the subject in Warren, Michigan.

 

The Property. The Long Lake Crossing Property is an office building totaling 171,994 rentable square feet located in Troy, Michigan, approximately 23.5 miles north of downtown Detroit. Situated on a 11.5-acre lot, the Long Lake Crossing Property is a LEED certified, three-story building with a basement level and was built in 1987. The Long Lake Crossing Property features on-site amenities consisting of a café, fitness center, and conference room. The previous owner invested approximately $2.1 million in capital expenditures including $685,000 in common areas and amenities during their ownership period. There are a total of 655 surface parking spaces and 48 garage spaces at the Long Lake Crossing Property, resulting in a parking ratio of 4.1 spaces per 1,000 square feet.

 

Current in-place tenants at the Long Lake Crossing Property have an average tenure of over ten years, with the top five largest tenants having an average tenure of over 17 years. Approximately 57% of current tenants are headquartered at the Long Lake Crossing Property. Since the beginning of 2020, nine new, expansion, or renewal leases have been executed occupying 42,245 SF (24.6% of NRA). Average occupancy at the Long Lake Crossing Property since 2012 is 89.5%. as of February 7, 2022, the Long Lake Crossing Property was 82.7% occupied by 24 tenants.

 

Major Tenants.

 

Largest Tenant: Hearst Business Publishing, Inc. (36,132 square feet, 21.0% of net rentable area, 23.2% of underwritten base rent; 3/31/2024 lease expiration) – The space is occupied by the Motor Information Systems Division of Hearst Business Publishing, Inc. Hearst Business Publishing, Inc. is one of the business lines for Hearst, a global, diversified media, information and services company with more than 360 businesses. Motor Information Systems is the premier supplier of automotive repair data in the U.S. and Canada. Founded in 1903, Motor Information Systems provides unique data points, covering vehicles Class 1 through Class 8, with many delivery options. Vehicle data sourcing and integration solutions are standardized and designed to reduce channel partners’ costs and improve efficiencies. Hearst’s Motor Information Systems Division has been headquartered at the Long Lake Crossing Property since November 2008. Hearst Business Publishing, Inc. has two, five-year renewal options remaining which requires written notice at least 12 months and not more than 15 months prior to the expiration of the then current term of the lease.

 

2nd Largest Tenant: Gordon Advisors (16,434 square feet, 9.6% of net rentable area, 13.2% of underwritten base rent; 9/30/2024 lease expiration) – Gordon Advisors is one of Southeast Michigan’s leading public accounting and business consulting firms. For over 60 years, Gordon Advisors has offered a full complement of services to clients such as business, financial, and tax consulting as well as accounting and auditing. Gordon Advisors has been headquartered at the Long Lake Crossing Property since September 1990 when it commenced a 10-year lease for 8,169 square feet. Gordon Advisors subsequently expanded its premise to 16,434 square feet via multiple expansion leases. The most recent renewal and expansion lease commenced July 2016 and expires in September 2024. Gordon Advisors has two, five-year renewal options remaining which requires written notice not less than 270 days prior to the expiration date or last day of the first renewal term.

 

3rd Largest Tenant: The Ayco Company (10,363 square feet, 6.0% of net rentable area, 7.5% of underwritten base rent; 2/28/2027 lease expiration) – The Ayco Company provides services to employers to help them create company-sponsored financial planning benefits. The Ayco Company has been in business for over 50 years and was acquired by The Goldman Sachs Group, Inc. in 2003. The Ayco Company has been a tenant at the Long Lake Crossing Property since July 2011 when it commenced a 98-month lease. The most recent renewal commenced in November 2021 and expires in February 2027. The Ayco Company has two, five-year renewal options remaining. At any time on or prior to February 29, 2024, The Ayco Company may elect to terminate its lease effective as of February 28, 2025, by providing written notice to landlord and a termination fee consisting of three months of then current base rent and expense recoveries plus unamortized landlord costs.

 

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

 

82 

 

 

Office – Suburban 

1301 West Long Lake Road 

Troy, MI 48098 

Loan #5 

Long Lake Crossing 

Cut-off Date Balance: 

Cut-off Date LTV: 

U/W NCF DSCR: 

U/W NOI Debt Yield: 

 

$21,000,000 

58.0% 

1.68x 

11.1% 

 

The following table presents certain information relating to the tenancy at the Long Lake Crossing Property:

 

Major Tenants

 

Tenant Name Credit Rating (Fitch/
Moody’s/
S&P)(1)
Tenant
NRSF
% of
NRSF
Annual U/W Base Rent PSF(2) Annual
U/W Base Rent(3)
% of Total Annual U/W Base Rent Lease Expiration Extension Options Term. Option (Y/N)
Hearst Business Publishing, Inc. NR / NR / NR 36,132 21.0%   $20.08 $725,688 23.2% 3/31/2024 2, 5-year N
Gordon Advisors NR / NR / NR 16,434 9.6% $25.00 $410,850 13.2% 9/30/2024 2, 5-year N
The Ayco Company(4) A / A2 / BBB+ 10,363 6.0% $22.50 $233,168 7.5% 2/28/2027 2, 5-year Y
Frasco Caponigro Wineman NR / NR / NR 8,647 5.0% $23.75 $205,366 6.6% 10/31/2025 1, 5-year N
Barron, Rosenberg, Mayoras NR / NR / NR 8,010 4.7% $21.00 $168,210 5.4% 10/31/2028 1, 5-year N
Brazen, Kennelly, Cooper & Mat NR / NR / NR 7,719 4.5% $23.50 $181,397 5.8% 9/30/2024 None N
Information Builders NR / NR / NR 6,076 3.5% $23.50 $142,786 4.6% 2/28/2025 None N
AP Plassman NR / NR / NR 4,553 2.6% $24.50 $111,549 3.6% 7/31/2023 1, 5-year N
William Mack & Associates NR / NR / NR 4,396 2.6% $23.50 $103,306 3.3% 12/31/2028 1, 5-year N
Standard Insurance Company NR / NR / NR 4,217 2.5% $23.50 $99,100 3.2% 9/30/2024 None N
Total Major Tenant   106,547 61.9%     $22.35 $2,381,418 76.2%      
Other Tenants   35,766 20.8%  $20.76 $742,337 23.8%      
Vacant Space   29,681 17.3%  $0.00 $0 0.0%      
Collateral Total   171,994 100.0%     $21.95 $3,123,756 100.0%      
                   
(1)Certain ratings are those of the parent company, regardless of whether or not the parent guarantees the lease.

(2)Collateral Total Annual U/W Base Rent PSF excludes SF of vacant space.

(3)Based on the underwritten rent roll dated February 7, 2022, including rent steps occurring through December 2022.

(4)At any time on or prior to February 29, 2024, The Ayco Company may elect to terminate its lease effective as of February 28, 2025, by providing written notice to landlord and a termination fee consisting of three months of then current base rent and expense recoveries plus unamortized landlord costs.

 

The following table presents certain information relating to the lease rollover schedule at the Long Lake Crossing Property:

 

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

 

Year Ending December 31, No.
of Leases
Expiring
Expiring NRSF % of
Total NRSF
Cumulative Expiring NRSF Cumulative % of Total NRSF Annual
 U/W
Base Rent(4)
% of Total Annual U/W Base Rent(4) Annual U/W
Base Rent
PSF(4)(5)
MTM(6) 5 7,072 4.1% 7,072 4.1% $52,279 1.7% $7.39
2022 2 3,411 2.0% 10,483 6.1% $92,368 3.0% $27.08
2023 4 10,424 6.1% 20,907 12.2% $257,698 8.2% $24.72
2024 7 71,717 41.7% 92,624 53.9% $1,589,129 50.9% $22.16
2025 5 22,436 13.0% 115,060 66.9% $529,408 16.9% $23.60
2026 1 1,791 1.0% 116,851 67.9% $42,984 1.4% $24.00
2027 1 10,363 6.0% 127,214 74.0% $233,168 7.5% $22.50
2028 2 12,406 7.2% 139,620 81.2% $271,516 8.7% $21.89
2029 1 2,693 1.6% 142,313 82.7% $55,207 1.8% $20.50
2030 0 0 0.0% 142,313 82.7% $0 0.0% $0.00
2031 0 0 0.0% 142,313 82.7% $0 0.0% $0.00
2032 0 0 0.0% 142,313 82.7% $0 0.0% $0.00
Thereafter 0 0 0.0% 142,313 82.7% $0 0.0% $0.00
Vacant 0 29,681 17.3% 171,994 100.0% $0 0.0% $0.00
Total/Wtd. Average 28 171,994 100.0%     $3,123,756 100.0% $21.95
(1)Based on the underwritten rent roll dated February 7, 2022.

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

(3)The Long Lake Crossing Mortgage Loan has a maturity date of March 6, 2027.

(4)Includes rent steps occurring through December 2022.

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

(6)Includes 4,571 square feet of amenity space consisting of a café, conference room, and fitness center, one 228 square foot storage space, and one 2,273 square feet tenant which is on a month-to-month lease.

 

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

 

83 

 

 

Office – Suburban 

1301 West Long Lake Road 

Troy, MI 48098 

Loan #5 

Long Lake Crossing 

Cut-off Date Balance: 

Cut-off Date LTV: 

U/W NCF DSCR: 

U/W NOI Debt Yield: 

 

$21,000,000 

58.0% 

1.68x 

11.1% 

 

The following table presents historical occupancy percentages at the Long Lake Crossing Property:

 

Historical Occupancy

 

12/31/2019(1) 

12/31/2020(1) 

12/31/2021(1) 

2/7/2022(2)

90.0% 88.0% 85.0% 82.7%
(1)Information obtained from the Long Lake Crossing Borrower.

(2)Information obtained from the underwritten rent roll.

 

COVID-19 Update. As of March 9, 2022, the Long Lake Crossing Property was open and operating. Based on an account receivables report provided by the borrower sponsor dated January 31, 2022, approximately $2,632 consisting primarily of CAM reimbursements were over 30 days delinquent and $4,304 was over 60 days delinquent, representing a collection rate of 99.1% and 98.6% of underwritten gross rent for December 2021 and January 2022, respectively.  The Long Lake Crossing Mortgage Loan has a first payment date of April 6, 2022 and is not subject to any modification or forbearance request as of March 9, 2022.

 

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

 

Cash Flow Analysis

 

  2019 2020 TTM 10/31/2021 U/W %(1) U/W $ PSF
Base Rent $3,133,098 $3,075,978 $3,035,833 $3,069,471 72.3% $17.85
Contractual Rent Steps(2) 0 0 0 54,285 1.3  0.32
Grossed Up Vacant Space 0 0 0 730,696 17.2  4.25
Total Recoveries 328,944 342,629 330,557 298,476 7.0  1.74
Gross Potential Rent $3,462,042 $3,418,607 $3,366,390 $4,152,928 97.8% $24.15
Other Income(3) 90,548 106,134 93,151 93,151 2.2  0.54
Net Rental Income $3,552,590 $3,524,741 $3,459,541 $4,246,079 100.0% $24.69
(Vacancy & Credit Loss)(4)

0

0

(730,696) 

(17.6)

(4.25)

Effective Gross Income $3,552,590 $3,524,741 $3,459,541 $3,515,383 82.8% $20.44
             
Real Estate Taxes 366,650 372,136 375,696 377,717 10.7 2.20
Insurance 48,171 43,556 44,700 35,871 1.0 0.21
Management Fee 53,289 52,871 51,894 105,461 3.0 0.61
Other Operating Expenses

678,934

628,205

659,535

659,535

18.8

3.83 

Total Operating Expenses $1,147,044 $1,096,768 $1,131,825 $1,178,584 33.5% $6.85
             
Net Operating Income $2,405,546 $2,427,973 $2,327,716 $2,336,798 66.5% $13.59
Replacement Reserves 0 0 0 34,399 1.0 0.20
TI/LC(5) 0 0 0 121,994 3.5 0.71
Net Cash Flow $2,405,546 $2,427,973 $2,327,716 $2,180,405 62.0% $12.68
             
NOI DSCR 1.85x 1.87x 1.79x 1.80x    
NCF DSCR 1.85x 1.87x 1.79x 1.68x    
NOI Debt Yield 11.5% 11.6% 11.1% 11.1%    
NCF Debt Yield 11.5% 11.6% 11.1% 10.4%    
(1)Represents (i) percent of Net Rental Income for all revenue fields, (ii) percent of Gross Potential Rent for Vacancy & Credit Loss and (iii) percent of Effective Gross Income for all other fields.

(2)Annual U/W Base Rent includes contractual rent increases occurring through December 2022.

(3)Other Income includes revenue from parking, storage, and other miscellaneous income.

(4)Underwritten economic occupancy is 82.4%. The Long Lake Crossing Property was 82.7% leased as of February 7, 2022.

(5)UW TI/LC including a $50,000 credit to account for the upfront TI/LC reserve of $500,000.

 

Appraisal. The appraiser concluded to an “As-Is” value of $36,200,000 as of December 9, 2021.

 

Environmental Matters. According to the Phase I environmental site assessment dated December 21, 2021, there are no Recognized, Controlled Recognized, or Historical Recognized Environmental Conditions at the Long Lake Crossing Property.

 

Market Overview and Competition. The Long Lake Crossing Property is located in the city of Troy, within Oakland County, Michigan and is part of the Detroit Metropolitan Statistical Area (“MSA”). Primary access to the Long Lake Crossing Property is provided by Interstate 75, a multiple lane highway which is located less than one mile from the Long Lake Crossing Property. The neighborhood has an established transportation network that provides access to major highways. The neighborhood surrounding the Long Lake Crossing Property is primarily made up of office and single-family residential uses, with a limited supply of land available for future

 

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

 

84 

 

 

Office – Suburban 

1301 West Long Lake Road 

Troy, MI 48098 

Loan #5 

Long Lake Crossing 

Cut-off Date Balance: 

Cut-off Date LTV: 

U/W NCF DSCR: 

U/W NOI Debt Yield: 

 

$21,000,000 

58.0% 

1.68x 

11.1% 

 

development. Top five employers in the Detroit MSA include Ford Motor Company, FCA US, LLC, University of Michigan General Motors, and Beaumont Health System. The estimated 2021 population within a half-, one-, and two-mile radius of the Long Lake Crossing Property was 1,493, 6,473, and 26,817, respectively. The estimated 2021 median household income within a half-, one-, and two-mile radius of the Long Lake Crossing Property was $143,147, $128,631, and $127,897, respectively.

 

According to the appraisal, the Long Lake Crossing Property’s primary office market, a three-mile radius surrounding the Long Lake Crossing Property, had a vacancy rate of 20.2% (which includes both leased and owner-occupied properties) as of 2021, with average rents of $20.23 PSF. Total inventory in the primary market was 15,482,863 as of 2021, with no new inventory having been built since 2018. The appraiser concluded to a market rent of $22.50 PSF modified gross and a vacancy rate of 18.0% for the Long Lake Crossing Property.

 

The table below presents certain information relating to comparable sales pertaining to the Long Lake Crossing Property identified by the appraiser:

 

Comparable Sales(1)

 

Property Name Location Rentable Area (SF) Year Built (Renovated) Sale Date Actual Sale Price Sale Price (PSF) Cap Rate
5440 Corporate Troy, MI 90,759 2000 Jul-21 $10,900,000 $120 7.8%
Stoneridge II Bloomfield Hills, MI 110,544 1984 Oct-17 $16,500,000 $149 NAV
Franklin Pointe Southfield, MI 85,200 1985 May-18 $16,200,000 $190 7.9%
Troy Technology Troy, MI 83,822 1985 Sep-20 $14,667,104 $175 6.0%
(1)Information obtained from the appraisal.

 

The following tables present certain information relating to comparable office leases for the Long Lake Crossing Property:

 

Comparable Office Leases(1)

 

Property Name/Location Year Built Lease Size (SF) Lease Start Date Annual Base Rent PSF Lease Term (Yrs) Lease Type
1441 W. Long Lake 2000 1,490 Aug-18 $22.50 5.0 Modified Gross
Troy, MI
1441 W. Long Lake 2000 24,562 Jul-18 $22.03 5.0 Modified Gross
Troy, MI
1050 Wilshire Drive 1986 5,641 Sep-19 $21.50 3.0 Modified Gross
Troy, MI
5435 Corporate Drive 1989 34,287 Jul-20 $21.00 10.0 Modified Gross
Troy, MI
1450 W. Long Lake 1990 13,285 Mar-20 $20.50 10.6 Modified Gross
Troy, MI
(1)Information obtained from the appraisal.

 

Escrows.

 

Real Estate Taxes - The loan documents require an upfront real estate tax reserve of $157,068 and ongoing monthly real estate tax reserves in an amount equal to one-twelfth of the real estate taxes that the lender estimates will be payable during the next 12 months (initially $31,414).

 

Insurance - The loan documents require an upfront insurance reserve of $8,968 and ongoing monthly insurance reserves in an amount equal to one-twelfth of the insurance premiums that the lender estimates will be payable for the renewal of the coverage afforded by the policies upon the expiration thereof (initially $2,989).

 

Replacement Reserve - The loan documents require ongoing monthly replacement reserves of $2,867.

 

TI/LC Reserve - The loan documents require an upfront general TI/LC reserve of $500,000 and ongoing monthly TI/LC reserves of $14,333.

 

Outstanding TI/LC Reserve – The loan documents require an upfront reserve of $77,723 for the cost of tenant improvements owed to The Ayco Company per the renewal lease dated February 2021.

 

Rent Abatement Reserve – The loan documents require an upfront reserve of $14,138 for the free rent owed to Financial Services Group of Michigan in January, February, and March 2023.

 

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

 

85 

 

 

Office – Suburban 

1301 West Long Lake Road 

Troy, MI 48098 

Loan #5 

Long Lake Crossing 

Cut-off Date Balance: 

Cut-off Date LTV: 

U/W NCF DSCR: 

U/W NOI Debt Yield: 

 

$21,000,000 

58.0% 

1.68x 

11.1% 

 

Lockbox and Cash Management. The Long Lake Crossing Mortgage Loan is structured with a hard lockbox and in-place cash management. The Long Lake Crossing Borrower and property manager are required to direct the tenants to pay rent directly into such lockbox account, and to deposit any rents otherwise received in such account within one business day after receipt. If a Cash Management Period is continuing, the lender will establish a cash management account into which all funds in the lockbox account will be swept on a daily basis (provided, that if the cash management account is not open on the date that the first Cash Management Period commences, then such funds will, at the election of the lender, be swept into an account as directed by the lender or retained in the lockbox account, in either case, until such time that the cash management account is opened). During any Cash Management Period, all amounts deposited into the cash management account during the immediately preceding interest period will be applied on each monthly payment date in accordance with the cash management waterfall, with any excess funds disbursed in the following order: (A) until such time, if any, that the initial Cash Management Period has been cured in accordance with the Long Lake Crossing Mortgage Loan documents, as determined by the lender in its sole discretion, into the rollover reserve subaccount; (B) during the continuance of a Cash Management Period continuing solely as a result of a Trigger Lease Sweep Period (as defined below), into the special rollover reserve subaccount in accordance with the Long Lake Crossing Mortgage Loan documents; or (C) otherwise, into the cash collateral subaccount in accordance with the Long Lake Crossing Mortgage Loan documents, to be controlled by the lender and held as additional security for the Long Lake Crossing Mortgage Loan. As of the origination date, the Long Lake Crossing Mortgage Loan was in a Cash Management Period and the cash management account was not yet opened.

 

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

(i)the origination date of the Long Lake Crossing Mortgage Loan;

(ii)the stated maturity date;

(iii)a default or event of default;

(iv)the DSCR is below 1.30x at the end of any calendar quarter;

(v)the debt yield is below 9.0% at the end of any calendar quarter; or

(vi)the commencement of a Trigger Lease Sweep Period.

 

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

with respect to clause (i) above, the debt yield is at least 10.0% for two consecutive calendar quarters, at least 83% of the rentable square footage of the Long Lake Crossing Property is tenanted pursuant to executed leases with tenants that are in occupancy, open for business and paying full unabated rent under their respective leases for two consecutive calendar quarters, Hearst Business Publishing, Inc. has extended its lease for a period of at least five years in accordance with the Long Lake Crossing Mortgage Loan documents, and no event of default has occurred.

with respect to clause (iii) above, such default or event of default has been cured and no other default or event of default has occurred;

with respect to clause (iv) above, the Long Lake Crossing Property has achieved a DSCR of at least 1.40x for two consecutive calendar quarters;

with respect to clause (v) above, the Long Lake Crossing Property has achieved a debt yield of at least 10.0% for two consecutive calendar quarters;

with respect to clause (vi) above, such Trigger Lease Sweep Period has ended.

 

A “Trigger Lease Sweep Period” will commence upon the occurrence of:

 

(vii)the earlier of (a) the date that is twelve months prior to the end of the term of any Trigger Lease (as defined below) (including any renewal terms), or (b) the date the applicable tenant under a Trigger Lease actually gives notice of its intention not to renew or extend;

 

(viii)the date required under a Trigger Lease by which the applicable tenant is required to give notice of its exercise of a renewal option (and such renewal has not been exercised) or the date that any tenant under a Trigger Lease gives notice of its intention not to renew or extend;

 

(ix)any Trigger Lease (or any material portion thereof) is surrendered, cancelled or terminated prior to its then current expiration date or any tenant under a Trigger Lease gives notice of its intention to terminate, surrender or cancel its Trigger Lease (or any material portion thereof);

 

(x)any tenant under a Trigger Lease discontinues its business in any material portion of its premises (i.e., “goes dark”) or gives notice that it intends to do the same;

 

(xi)the occurrence and continuance (beyond any applicable notice and cure periods) of a default under any Trigger Lease by the applicable tenant; or

 

(xii)any tenant under a Trigger Lease becomes subject to an insolvency proceeding.

 

A Trigger Lease Sweep Period will end upon the earlier to occur of (a) the date on which the amount in the special rollover reserve account is sufficient to pay for all anticipated expenses in connection with re-leasing the Trigger Lease space that gave rise to the Trigger Lease Sweep Period, or (b) the occurrence of any of the following:

 

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

 

86 

 

 

Office – Suburban 

1301 West Long Lake Road 

Troy, MI 48098 

Loan #5 

Long Lake Crossing 

Cut-off Date Balance: 

Cut-off Date LTV: 

U/W NCF DSCR: 

U/W NOI Debt Yield: 

 

$21,000,000 

58.0% 

1.68x 

11.1% 

 

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

 

with regard to clause (v) above, the default under the Trigger Lease has been cured and no other default under a Trigger Lease has occurred for a period of six consecutive months following such cure; or

 

with regard to clause (vi) above, the applicable insolvency proceeding has terminated and the applicable Trigger Lease has been affirmed, assumed or assigned in a manner satisfactory to the lender.

 

A “Trigger Lease” means the Hearst Business Publishing, Inc. lease, the Gordon Advisors lease, and any other lease (leased by such tenant and/or its affiliates) that covers 10% or more of the rentable square feet at the Long Lake Crossing Property, or has a gross annual rent of 10% or more of the total annual rents at the Long Lake Crossing Property.

 

Property Management. The Long Lake Crossing Property is managed by Transwestern Property Company Michigan, L.L.C.

 

Partial Release. Not permitted.

 

Real Estate Substitution. Not permitted.

 

Subordinate and Mezzanine Indebtedness. Not permitted.

 

Ground Lease. None.

 

Terrorism Insurance. The loan documents require that the “all risk” insurance policy required to be maintained by the borrower provides coverage for terrorism in an amount equal to the full replacement cost of the Long Lake Crossing Property, as well as business interruption insurance covering no less than the 18-month period following the occurrence of a casualty event, together with a 6-month extended period of indemnity.

 

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

 

87 

 

  

Office - Suburban Loan #6 Cut-off Date Balance:   $20,500,000
1655 and 1665 Palm Beach Lakes Boulevard Forum Office West Palm Beach Cut-off Date LTV:   68.6%
West Palm Beach, FL 33401   U/W NCF DSCR:   1.89x
    U/W NOI Debt Yield:   11.6%

 

 

 

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

 

88 

 

 

Office - Suburban Loan #6 Cut-off Date Balance:   $20,500,000
1655 and 1665 Palm Beach Lakes Boulevard Forum Office West Palm Beach Cut-off Date LTV:   68.6%
West Palm Beach, FL 33401   U/W NCF DSCR:   1.89x
    U/W NOI Debt Yield:   11.6%

 

 

 

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

 

89 

 

 

No. 6 – Forum Office West Palm Beach
 
Mortgage Loan Information   Mortgaged Property Information
Mortgage Loan Seller: LMF Commercial, LLC   Single Asset/Portfolio: Single Asset

Credit Assessment

(Fitch/KBRA/Moody’s): 

NR/NR/NR   Property Type – Subtype: Office – Suburban
Original Principal Balance: $20,500,000   Location: West Palm Beach, FL
Cut-off Date Balance: $20,500,000   Size: 185,771 SF
% of Initial Pool Balance: 3.9%   Cut-off Date Balance Per SF: $110.35
Loan Purpose: Acquisition   Maturity Date Balance Per SF: $100.29
Borrower Sponsor: Alfred N. Marulli Jr.   Year Built/Renovated: 1975/NAP
Guarantor: Alfred N. Marulli Jr.   Title Vesting: Fee
Mortgage Rate: 3.9800%   Property Manager: Amco Property Management, LLC d/b/a The David Associates (borrower-related)
Note Date: January 28, 2022   Current Occupancy (As of): 95.2% (3/8/2022)
Seasoning: 2 months   YE 2020 Occupancy: 80.0%
Maturity Date: February 6, 2032   YE 2019 Occupancy: 84.0%
IO Period: 60 months   As-Is Appraised Value: $29,900,000
Loan Term (Original): 120 months   As-Is Appraised Value Per SF: $161.06
Amortization Term (Original): 360 months   As-Is Appraisal Valuation Date: January 1, 2022
Loan Amortization Type: Interest Only, Amortizing Balloon      
Call Protection: L(26),D(90),O(4)   Underwriting and Financial Information(4)
Lockbox Type: Springing   TTM NOI (10/31/2021)(5): $1,476,218
Additional Debt: No   YE 2020 NOI: $1,654,817
Additional Debt Type (Balance): NAP   YE 2019 NOI: $1,664,334
      U/W Revenues: $4,556,269
      U/W Expenses: $2,169,599
Escrows and Reserves(1)   U/W NOI(5): $2,386,670
  Initial Monthly Cap   U/W NCF: $2,215,398
Taxes $202,916 $48,313 NAP   U/W DSCR based on NOI/NCF: 2.04x / 1.89x
Insurance $0 Springing NAP   U/W Debt Yield based on NOI/NCF: 11.6% / 10.8%
Replacement Reserve(2) $0 $3,094 $74,260   U/W Debt Yield at Maturity based on NOI/NCF: 12.8% / 11.9%
TI/LC Reserve(2) $0 $20,886 $2,500,000   Cut-off Date LTV Ratio: 68.6%
Free Rent Reserve(3) $90,497 $0 NAP   LTV Ratio at Maturity: 62.3%
Debt Service Reserve $160,557 $0 NAP      
               
Sources and Uses
Sources         Uses      
Original loan amount $20,500,000   67.1%   Purchase Price $29,250,000      95.8%
Sponsor’s new loan contribution(2)    10,030,501    32.9     Closing Costs 826,531        2.7  
          Upfront Reserves 453,970        1.5  
Total Sources $30,530,501   100.0%     Total Uses $30,530,501   100.0%
(1)See “Escrows” section for a full description of Escrows and Reserves.

(2)In lieu of upfront replacement reserves and TI/LC reserves, the Forum Office West Palm Beach Borrower (as defined below) posted a letter of credit in the amount of $2,574,260 allocated as follows: replacement reserves ($74,260) and TI/LC reserves ($2,500,000).

(3)The free rent reserve relates to the following tenants: Mass Inbound, Alliance Law Firm, Ackerman Rodgers, Siegfried Rivera, Gen Media Partners, AMCO Management, and Pickett, Marshall and Associates, P.A.

(4)While the Forum Office West Palm Beach Mortgage Loan (defined below) was originated after the emergence of the novel coronavirus pandemic and the economic disruption resulting from measures to combat the pandemic, the pandemic is an evolving situation and could impact the Forum Office West Palm Beach Mortgage Loan more severely than assumed in the underwriting and could adversely affect the NOI, NCF and occupancy information, as well as the appraised value and the DSCR, LTV and Debt Yield metrics presented above. See “Risk Factors-Risks Related to Market Conditions and Other External Factors-Coronavirus Pandemic Has Adversely Affected the Global Economy and Will Likely Adversely Affect the Performance of the Mortgage Loans” in the Preliminary Prospectus.

(10)U/W NOI increased compared to TTM NOI (10/31/2021) is due to the fact that 16 tenants, including the largest tenant – Palm Beach County Sheriff’s Office, started their leases from July 2021 through April 2022 with total in-place base rents of approximately $1.6 million.

 

The Mortgage Loan. The mortgage loan (the “Forum Office West Palm Beach Mortgage Loan”) is evidenced by a single promissory note secured by a first mortgage encumbering the fee interest in a 185,771 square foot office property located in West Palm Beach, Florida (the “Forum Office West Palm Beach Property”).

 

The Borrower and Borrower Sponsor. The borrower is comprised of four tenants-in-common: David Associates 101, LLC, David Associates 111, LLC, David Associates 125, LLC and David Associates 480-570, LLC (collectively, the “Forum Office West Palm Beach Borrower”), each a Delaware limited liability company and single purpose entity with one independent director. Legal counsel to the Forum Office West Palm Beach Borrower delivered a non-consolidation opinion in connection with the origination of the Forum Office

 

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

 

90 

 

 

Office - Suburban Loan #6 Cut-off Date Balance:   $20,500,000
1655 and 1665 Palm Beach Lakes Boulevard Forum Office West Palm Beach Cut-off Date LTV:   68.6%
West Palm Beach, FL 33401   U/W NCF DSCR:   1.89x
    U/W NOI Debt Yield:   11.6%

 

West Palm Beach Mortgage Loan. The nonrecourse carve-out guarantor and borrower sponsor of the Forum Office West Palm Beach Mortgage Loan is Alfred N. Marulli Jr.

 

Alfred N. Marulli Jr. is the chairman and chief executive officer of The David Associates (“TDA”). Founded in 1983, TDA is a real estate development firm with experience in leasing, property management, acquisitions, investment, development and construction. TDA has developed and acquired approximately 2.0 million square feet of office, retail and residential property in South Florida, the Carolinas and Connecticut. An affiliate of the borrower sponsor was a party to a prior foreclosure action. See “Description of the Mortgage Pool–Loan Purpose; Default History, Bankruptcy Issues and Other Proceedings” in the Preliminary Prospectus.

 

The Property. The Forum Office West Palm Beach Property consists of two, ten-story, multi-tenant office buildings (each a condominium unit) situated on a 3.6-acre site located in West Palm Beach, Florida. Built in 1975, the Forum Office West Palm Beach Property consists of 185,771 rentable square feet and, as of 2017, is part of a land condominium that includes the Forum Office West Palm Beach Property, a hotel condominium unit (non-collateral) and the common parking garage. The Forum Office West Palm Beach Borrower has access to 739 parking spaces in the common parking garage, resulting in a parking ratio of 3.98 per 1,000 square feet of net rentable area. As of March 8, 2022, the Forum Office West Palm Beach Property was 95.2% occupied by 46 regional and local tenants. Prior to 2017, the Forum Office West Palm Beach Property was comprised of three office towers and a four-story office garage. The land condominium was created in 2017, when Tower A (not part of the collateral) was sold and converted into a hotel. As part of the sale, each tower became one land condominium unit, and the parking garage became the limited common element. The Forum Office West Palm Beach Property is comprised of unit #2 and unit #3, which are Building B and Building C, respectively. The non-collateral hotel unit is unit #1 (building A). Each unit of the condominium has one vote.

 

Major Tenants.

 

Largest Tenant: Palm Beach County Sheriff’s Office (33,287 square feet, 17.9% of net rentable area; 18.1% of underwritten base rent; 8/31/2024 lease expiration for 24,648 square feet, and 9/30/2024 lease expiration for 8,639 square feet; Fitch/Moody’s/S&P: AAA/Aaa/AAA) – Established in 1909, the Palm Beach County Sheriff’s Office (“PBSO”) provides law enforcement, civil, and corrections services to Palm Beach County, the 3rd largest county in the State of Florida. As of fiscal year 2022, PBSO had an annual budget of approximately $788 million. PBSO has been a tenant at the Forum Office West Palm Beach Property since 2021 and currently occupies six suites under one lease within the Forum Office West Palm Beach Property and has two, five-year renewal options remaining. PBSO may terminate its lease in the event that funds are not appropriated or budgeted by the Palm Beach County Board of County Commissioners to PBSO in any fiscal year to pay rent and operating expenses associated with PBSO continuing obligations under its lease upon prompt written notice to the Forum Office West Palm Beach Borrower. The termination will be effective upon the expiration of the period of time for which funds were appropriated.

 

2nd Largest Tenant: Kane Financial Services (18,926 square feet, 10.2% of net rentable area; 9.5% of underwritten base rent; 2/28/2027 lease expiration) – Kane Financial Services is a finance broker based in Comber, North Ireland with over 35 years’ experience in providing tailor-made financial solutions. The firm specializes in providing financing to small businesses for company cars and private vehicles, commercial vehicles, industrial machinery, agricultural equipment, and plant equipment. In addition to asset financing, the firm also offers hire purchase agreements, asset lease agreements, and small business loans. Kane Financial Services was founded in 2009 as Airamid Health Services. Kane Financial Services has been a tenant at the Forum Office West Palm Beach Property since 2020 and currently occupies two suites within the Forum Office West Palm Beach Property under one lease and has one, five-year renewal option remaining and no termination options.

 

3rd Largest Tenant: PlanHub (18,651 square feet; 10.0% of net rentable area; 10.0% of underwritten base rent; 3/31/2027 lease expiration for 13,639 square feet, and 3/9/2027 lease expiration for 5,012 square feet) – Founded in 2009, PlanHub is a pre-construction bidding platform that allows general contractors, subcontractors and suppliers to collaborate on construction projects across the United States. PlanHub has been a tenant at the Forum Office West Palm Beach Property since 2013 and currently occupies three suites within the Forum Office West Palm Beach Property under one lease and has one, five-year renewal option remaining with no termination options. Provided no event of default has occurred, PlanHub has a right of first offer (“ROFO”) to lease any contiguous space in Building B, which encompasses any premises on the floors above the third and below the ninth floors based on the same terms and conditions at the then fair market value. PlanHub will have five business days to respond to the ROFO after receipt of the Forum Office West Palm Beach Borrower’s written notice.

 

COVID-19 Update. As of March 11, 2022, the Forum Office West Palm Beach Property is open and operating. As of March 11, 2022, the Forum Office West Palm Beach Mortgage Loan is not subject to any modification or forbearance agreement, and the Forum Office West Palm Beach Borrower has not requested any modification or forbearance to the Forum Office West Palm Beach Mortgage Loan terms.

 

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

 

91 

 

 

Office - Suburban Loan #6 Cut-off Date Balance:   $20,500,000
1655 and 1665 Palm Beach Lakes Boulevard Forum Office West Palm Beach Cut-off Date LTV:   68.6%
West Palm Beach, FL 33401   U/W NCF DSCR:   1.89x
    U/W NOI Debt Yield:   11.6%

 

The following table presents certain information relating to the tenancy at the Forum Office West Palm Beach Property:

 

Major Tenants

 

Tenant Name Credit Rating (Fitch/Moody’s/
S&P)(1)
Tenant NRSF % of
NRSF
Annual U/W Base Rent PSF(2) Annual
U/W Base Rent(2)
% of Total Annual U/W Base Rent Lease
Expiration
Date
Extension Options Termination Option (Y/N)
Major Tenants                  
Palm Beach County Sheriff’s Office AAA/Aaa/AAA 33,287 17.9% $24.75 $823,853 18.1% Various(3) 2, 1-year Y(4)
Kane Financial Services NR/NR/NR 18,926 10.2% $23.00 $435,298 9.5% 2/28/2027 1, 5-year N
PlanHub NR/NR/NR 18,651 10.0% $24.52 $457,323 10.0% Various(4) 1, 5-year N
Father Flanagan’s Boys Town Florida NR/NR/NR 14,711 7.9% $26.57 $390,871 8.6% 6/30/2027 1, 5-year N
Gen Media Partners(6) NR/NR/NR 7,032 3.8% $23.69 $166,588 3.7% 2/28/2027 None N
Total Major Tenants 92,607 49.9% $24.55 $2,273,933 49.8%      
                   
Non-Major Tenants 84,219 45.3% $27.19 $2,290,094 50.2%      
                 
Occupied Collateral Total 176,826 95.2% $25.81 $4,564,027 100.0%      
                 
Vacant Space 8,945 4.8%            
                 
Collateral Total 185,771 100.0%            
                    
(1)Certain ratings are those of the parent company whether or not the parent company guarantees the lease.

(2)Annual U/W Base Rent PSF and Annual U/W Base Rent include contractual rent steps through April 2023 totaling $214,345.

(3)PBSO has 24,648 square feet expiring on 8/31/2024 and 8,639 square feet expiring on 9/30/2024.

(4)PBSO may terminate its lease in the event that funds are not appropriated or budgeted by the Palm Beach County Board of County Commissioners to PBSO in any fiscal year to pay rent and operating expenses associated with PBSO continuing obligations under its lease upon prompt written notice to the landlord. The termination will be effective upon the expiration of the period of time for which funds were appropriated.

(5)PlanHub has 5,012 square feet expiring on 3/9/2027 and 13,639 square feet expiring on 3/31/2027.

(6)The tenant was in a free rent period from January 2022 through March 2022.

 

The following table presents certain information relating to the lease rollover schedule at the Forum Office West Palm Beach Property:

 

Lease Expiration Schedule(1)(2)

 

Year Ending
 December 31,
No. of Leases Expiring Expiring NRSF % of Total NRSF Cumulative Expiring NRSF Cumulative % of Total NRSF Annual
 U/W
Base Rent
% of Total Annual U/W Base Rent Annual
 U/W
Base Rent
 PSF
MTM 0 0 0.0% 0 0.0% $0.00 0.0% $0.00
2022 7 13,795 7.4% 13,795 7.4% $390,262 8.6% $28.29
2023 5 7,929 4.3% 21,724 11.7% $211,621 4.6% $26.69
2024 18 53,866 29.0% 75,590 40.7% $1,361,083 29.8% $25.27
2025 6 9,511 5.1% 85,101 45.8% $267,320 5.9% $28.11
2026 5 15,076 8.1% 100,177 53.9% $393,998 8.6% $26.13
2027 16 73,805 39.7% 173,982 93.7% $1,856,699 40.7% $25.16
2028 0 0 0.0% 173,982 93.7% $0.00 0.0% $0.00
2029 2 2,844 1.5% 176,826 95.2% $83,045 1.8% $29.20
2030 0 0 0.0% 176,826 95.2% $0.00 0.0% $0.00
2031 0 0 0.0% 176,826 95.2% $0.00 0.0% $0.00
2032 0 0 0.0% 176,826 95.2% $0.00 0.0% $0.00
Thereafter 0 0 0.0% 176,826 95.2% $0.00 0.0% $0.00
Vacant 0 8,945  4.8%  185,771 100.0% $0.00 0.0% $0.00
Total/Weighted Average(3) 59 185,771 100.0%     $4,564,027 100.0% $25.81
(1)Information obtained from the underwritten rent roll.

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

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

 

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

 

92 

 

 

Office - Suburban Loan #6 Cut-off Date Balance:   $20,500,000
1655 and 1665 Palm Beach Lakes Boulevard Forum Office West Palm Beach Cut-off Date LTV:   68.6%
West Palm Beach, FL 33401   U/W NCF DSCR:   1.89x
    U/W NOI Debt Yield:   11.6%

 

The following table presents historical occupancy percentages at the Forum Office West Palm Beach Property:

 

Historical Occupancy

 

12/31/2019(1)

12/31/2020(1) 

3/8/2022(2)

84.0% 80.0% 95.2%
(1)Information obtained from the Forum Office West Palm Beach Borrower.

(2)Information obtained from the underwritten rent roll.

 

Operating History and Underwritten Net Cash Flow. The following table presents certain information relating to the underwritten net cash flow at the Forum Office West Palm Beach Property:

 

Cash Flow Analysis

 

  2019 2020 TTM 10/31/2021 U/W %(1) U/W $ per SF
Rents in Place $3,583,594 $3,452,398 $3,197,063 $4,349,682 86.6% $23.41
Contractual Rent Steps(2) 0 0 0 214,345       4.3   1.15
Grossed Up Vacant Space

0

0

0

232,570

4.6  

1.25

Gross Potential Rent $3,583,594 $3,452,398 $3,197,063 $4,796,597 95.5% $25.82
Other Income 8,580 6,275 4,075 4,075      0.1   0.02
Total Recoveries

161,650

273,930

217,811

222,360

4.4  

1.20

Net Rental Income $3,753,824 $3,732,603 $3,418,949 $5,023,032 100.0% $27.04
(Vacancy & Credit Loss)

0

0

0

(466,763)(3)

(9.7) 

(2.51)

Effective Gross Income $3,753,824 $3,732,603 $3,418,949 $4,556,269 90.7%     $24.53
             
Real Estate Taxes 593,420 505,433 525,648 579,760      12.7   3.12
Insurance 65,559 101,824 126,748 175,320        3.8   0.94
Management Fee 112,615 111,978 102,568 136,688        3.0   0.74
Other Operating Expenses

1,317,896

1,358,550

1,187,766

1,277,831

28.0  

6.88

Total Operating Expenses $2,089,490 $2,077,786 $1,942,731 $2,169,599 47.6% $11.68
             
Net Operating Income(4) $1,664,334 $1,654,817 $1,476,218 $2,386,670 52.4% $12.85
Replacement Reserves 0 0 0 27,866        0.6  0.15
TI/LC

0

0

0

143,407

3.1  

0.77

Net Cash Flow $1,664,334 $1,654,817 $1,476,218 $2,215,398 48.6% $11.93
             
NOI DSCR 1.42x 1.41x 1.26x 2.04x    
NCF DSCR 1.42x 1.41x 1.26x 1.89x    
NOI Debt Yield 8.1% 8.1% 7.2% 11.6%    
NCF Debt Yield 8.1% 8.1% 7.2% 10.8%    
(1)Represents (i) percent of Net Rental Income for all revenue fields, (ii) percent of Gross Potential Rent for Vacancy & Credit Loss and (iii) percent of Effective Gross Income for all other fields.

(2)Represents contractual rent steps through April 2023.

(3)The underwritten economic vacancy is 9.3%. The Forum Office West Palm Beach Property was 95.2% leased as of March 8, 2022.

(4)The U/W Net Operating Income increased compared to the TTM 10/31/2021 Net Operating Income is due to the fact that 16 tenants, including the largest tenant, Palm Beach County Sheriff’s Office, started their leases from July 2021 through April 2022 with total in-place base rents of approximately $1.6 million.

 

Appraisal. As of the appraisal valuation date of January 1, 2022, the Forum Office West Palm Beach Property had an “as-is” appraised value of $29,900,000.

 

Environmental Matters. According to a Phase I environmental site assessment dated December 20, 2021, there was no evidence of any recognized environmental conditions at the Forum Office West Palm Beach Property.

 

Market Overview and Competition. The Forum Office West Palm Beach Property is located in Palm Beach County, Florida within the West Palm Beach metropolitan statistical area (the “West Palm Beach MSA”). Major employers within the West Palm Beach MSA include Tenet Healthcare Corp., NextEra Energy/Florida Power & Light Co., Florida Atlantic University, Hospital Corp. of America and Boca Raton Regional Hospital.

 

Primary access to the Forum Office West Palm Beach Property is provided via Interstate 95 (“I-95”) and State Route 704. I-95 is a major north/south expressway that provides access throughout eastern Palm Beach County as well as Broward County. The West Palm

 

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

 

93 

 

 

Office - Suburban Loan #6 Cut-off Date Balance:   $20,500,000
1655 and 1665 Palm Beach Lakes Boulevard Forum Office West Palm Beach Cut-off Date LTV:   68.6%
West Palm Beach, FL 33401   U/W NCF DSCR:   1.89x
    U/W NOI Debt Yield:   11.6%

 

Beach central business district is located approximately 5-10 minutes northwest of The Forum Office West Palm Beach Property. According to the appraisal, the area surrounding the Forum Office West Palm Beach Property is experiencing a growth pattern. During the past two years approximately 282,400 square feet of office space has been delivered, with approximately 96,122 square feet proposed to be delivered over the next eight quarters. Additionally, a 300,000 square foot Class A office building located in downtown West Palm Beach was completed in late 2021 and is almost fully leased. The area surrounding the Forum Office West Palm Beach Property is characterized by industrial, retail, hospitality and office properties. The Forum Office West Palm Beach Property is located approximately 3.1 miles southwest of downtown West Palm Beach, which is home to many major museums, parks, banks, and theaters. The Forum Office West Palm Beach Property is located adjacent to the Palm Beach Outlet Mall which features Whole Foods, Steve Madden, Nike, Under Armour, Kate Spade, and Nordstrom Rack among others. According to a third-party market research report, the 2021 population within a one, three, and five-mile radius of the Forum Office West Palm Beach Property was 12,181, 111,236 and 223,651. The average household income within the same radii was $69,457, $72,469 and $74,500, respectively.

 

Submarket Information – According to a third-party market research report, the Forum Office West Palm Beach Property is situated within the West Palm Beach office submarket, which contained approximately 8.5 million square feet of office space as of third quarter 2021. As of Q4 2021, the West Palm Beach office submarket reported a vacancy rate of 10.7% and an average quoted rental rate of $29.28 per square feet. The West Palm Beach office submarket reported no new construction, with no new deliveries and negative absorption of 27,431.

 

Appraiser’s Comp Set – The appraiser identified five competitive properties for the Forum Office West Palm Beach Property totaling approximately 466,095 square feet, which reported an average occupancy rate of approximately 78.0%. The appraiser concluded to market rents of $27.00 per square foot for Building B and Building C tenant spaces less than 9,500 square feet.

 

The following table presents certain information relating to the appraiser’s market rent conclusion for the Forum Office West Palm Beach Property:

 

Market Rent Summary(1)

 

  <9,500 SF – Building B Space <9,500 SF – Building C Space
Market Rent (PSF) $27.00 $27.00
Lease Term (Months) 63 63
Lease Type (Reimbursements) Base Year Base Year
Rent Increase Projection (per year) 3.00% 3.00%
Free Rent (Months) 3 3
(1)Information obtained from the appraisal.

 

The table below presents certain information relating to comparable sales for the Forum Office West Palm Beach Property identified by the appraiser:

 

Comparable Sales(1)

 

Property Name Location Rentable Area (SF) Sale Date Sale Price Sale Price (PSF)
Hillsboro Center Deerfield Beach, FL 216,114 Mar-19 $32,500,000 $150.38
Centurion Tower West Palm Beach, FL 143,966 Oct-19 $32,500,000 $225.75
Bankers Healthcare Headquarters Hollywood, FL 132,092 Mar-20 $29,000,000 $219.54
Cypress Financial Center Fort Lauderdale, FL 202,131 Jan-21 $44,200,000 $218.67
Pinnacle Corporate Park Fort Lauderdale, FL 259,458 Jun-21 $58,875,000 $226.92
Broward Trade Center Fort Lauderdale, FL 100,104 Dec-21 $16,000,000 $159.83
(1)Information obtained from the appraisal.

 

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

 

94 

 

 

Office - Suburban Loan #6 Cut-off Date Balance:   $20,500,000
1655 and 1665 Palm Beach Lakes Boulevard Forum Office West Palm Beach Cut-off Date LTV:   68.6%
West Palm Beach, FL 33401   U/W NCF DSCR:   1.89x
    U/W NOI Debt Yield:   11.6%

 

The following table presents certain information relating to comparable leases to those at the Forum Office West Palm Beach Property:

 

Comparable Leases(1)

 

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

Forum Office West Palm Beach (subject) 

1655 and 1665 Palm Beach Lakes Boulevard 

West Palm Beach, FL 

1975/NAP 185,771(2) 95.2%(2) Various(2) Various(2) Various(2) $25.81(2) Various(2)

EcoPlex at Centrepark West 

1641 Worthington Road 

West Palm Beach, FL 

2008/NAP 100,525 66.0% Confidential 5.0 Yrs. 6,209 SF $24.00 NNN

Palm Beach International Towers 

1601 Belvedere Road 

West Palm Beach, FL 

1983/NAP 104,069 56.0% RetroFitness 5.4 Yrs. 11,197 SF $32.51 FS

Commerce Pointe Gold 

1800 South Australian Avenue 

West Palm Beach, FL 

1987/NAP 43,336 100.0% Lincoln Harris CSG 3.0 Yrs. 1,601 SF $27.00 MG

Concourse Towers – West Tower 

2090 Palm Beach Lakes Boulevard 

West Palm Beach, FL 

1981/1998 74,199 78.0% Saylor Physical Therapy 0 Yrs. 3,071 SF $29.50 FS

Centurion Tower 

1601 Forum Place 

West Palm Beach, FL 

1988/1998 143,966 90.0%

Scott-Roberts and Associates

 

3.0 Yrs.

 

1,827 SF

 

$22.00

 

NNN

 

                   
(1)Information obtained from the appraisal.

(2)Information obtained from the underwritten rent roll.

 

Recent Leases at the Forum Office West Palm Beach Property (1)

 

Recent Leases Rentable Area (SF) Lease Start Remaining Term (Months) Months Free TI/SF Contract (Base Rent) -Year 1 Contract (Base Rent) – Term Average
MLA: < 9,500 SF – Building B              
Rossin & Burr 1,946 Oct-21 47 0 $0.00 $26.07 $27.22
PBSO 21,268 Oct-21 32 0 $0.00 $24.75 $24.75
Kelley & Fulton P.A. 3,551 Apr-21 54 0 $0.00 $25.38 $26.72
Pure Debt Solutions 3,941 Sep-21 32 0 $0.00 $26.26 $26.89
Mass Inbound 2,158 Jul-21 33 0 $0.00 $24.36 $25.00
Valeo Resources 3,372 Jul-21 33 0 $0.00 $26.20 $26.86
The Arc of Palm Beach County 4,004 Oct-21 9 0 $0.00 $28.34 $29.12
MLA: < 9,500 SF – Building C              
VSTARR

4,562

 

Sep-21 60 0 $0.00

$24.00

 

$25.48

 

PBSO 12,019 Sep-21 32 0 $0.00 $24.75 $24.75
Gen Media Partners 7,032 Nov-21 62 0 $0.00 $23.12 $24.56
               

Best Buddies

 

1,118

 

Sep-21 32 0 $0.00

$27.59

 

$28.25

 

M2E Engineers

 

2,844

 

Sep-21 88 0 $0.00

$28.92

 

$31.80

 

Knoerr & Emanuel PA

 

1,682

 

Apr-21 29 0 $0.00

$25.44

 

$25.94

 

Pickett, Marshall, and Associates, P.A. 3,987 Oct-21 61 0 $0.00 $26.50 $28.11
                   
(1)Information obtained from the appraisal.

 

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

 

95 

 

 

Office - Suburban Loan #6 Cut-off Date Balance:   $20,500,000
1655 and 1665 Palm Beach Lakes Boulevard Forum Office West Palm Beach Cut-off Date LTV:   68.6%
West Palm Beach, FL 33401   U/W NCF DSCR:   1.89x
    U/W NOI Debt Yield:   11.6%

 

Escrows.

 

Real Estate Taxes – The Forum Office West Palm Beach Mortgage Loan documents require an upfront real estate tax reserve of $202,916 and ongoing monthly real estate tax reserves in an amount equal to one-twelfth of the real estate taxes that the lender estimates will be necessary to pay taxes over the then succeeding twelve months (initially $48,313).

 

Insurance – The Forum Office West Palm Beach Mortgage Loan documents did not require an upfront insurance reserve. If the Forum Office West Palm Beach Borrower does not maintain an acceptable blanket policy, the Forum Office West Palm Beach Borrower is required to deposit monthly insurance reserves in an amount equal to one-twelfth of the insurance premiums due for the renewal of insurance coverage (initially $14,610). The Forum Office West Palm Beach Borrower is currently maintaining an acceptable blanket policy.

 

Replacement Reserves – The Forum Office West Palm Beach Mortgage Loan documents require ongoing monthly replacement reserves of approximately $3,094, subject to a cap of $74,260 (the “Capital Expenditures Cap”). As long as no event of default exists, the Forum Office West Palm Beach Borrower may deliver a letter of credit in an amount equal to the Capital Expenditures Cap, in lieu of maintaining the capital expenditure subaccount in cash. At origination, the Forum Office West Palm Beach Borrower delivered a letter of credit, $74,260 of which is for replacement reserves.

 

TI/LC Reserve – The Forum Office West Palm Beach Mortgage Loan documents require ongoing monthly tenant improvement and leasing commission reserves of approximately $20,886, subject to a cap of $2,500,000 (the “Rollover Cap”). As long as no event of default exists, the Forum Office West Palm Beach Borrower may deliver a letter of credit in an amount equal to the Rollover Cap, in lieu of maintaining the rollover subaccount in cash. At origination, the Forum Office West Palm Beach Borrower delivered a letter of credit, $2,500,000 of which is for TI/LC reserves.

 

Debt Service Reserve – The Forum Office West Palm Beach Mortgage Loan documents require an upfront debt reserve of approximately $160,557.

 

Free Rent Reserve – The Forum Office West Palm Beach Mortgage Loan documents require an upfront free rent reserve of approximately $90,497.

 

Lockbox and Cash Management. The Forum Office West Palm Beach Mortgage Loan documents require a springing lockbox and a springing cash management. Upon the occurrence and continuance of a Cash Management Trigger Event (as defined below) the Forum Office West Palm Beach Borrower is required to establish a lender-controlled lockbox account. Within five business days after the occurrence of a Cash Management Trigger Event, the Forum Office West Palm Beach Borrower or the property manager are required to deliver tenant instruction letters to each tenant in place and any new tenants in the future instructing such tenants to deposit all rents payable under each lease directly into such lockbox account. The Forum Office West Palm Beach Mortgage Loan documents also require that all revenues received by the Forum Office West Palm Beach Borrower or the property manager be deposited into the lockbox account within two business days of receipt. Pursuant to the Forum Office West Palm Beach Mortgage Loan documents, all excess funds on deposit are required to be applied as follows (a) if a Cash Sweep Event (as defined below) is not in effect, to the Forum Office West Palm Beach Borrower; and (b) if a Cash Sweep Event is in effect, in accordance with the Forum Office West Palm Beach Mortgage Loan documents with any excess cash flow to be transferred to an excess cash flow account controlled by the lender and held by the lender as additional security for the Forum Office West Palm Beach Mortgage Loan.

 

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

 

(i)an event of default;

(ii)the Forum Office West Palm Beach Borrower’s second late debt service payment within a 12-month period;

(iii)a bankruptcy action of the Forum Office West Palm Beach Borrower, guarantor or property manager; or

(iv)a Cash Management DSCR Trigger Event (as defined below).

 

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

 

with regard to clause (i) above, the cure of such event of default has been accepted or waived by the lender;

with regard to clause (ii) above, when the debt service payments have been paid on time for 12 consecutive months;

with regard to clause (iii) above, (a) when such bankruptcy action petition has been discharged, stayed, or dismissed within 30 days of such filing among other conditions for the Forum Office West Palm Beach Borrower or guarantor and (b) with respect to the property manager (1) when such bankruptcy action petition has been discharged, stayed, or dismissed within 120 days of such filing, or (2) after the Forum Office West Palm Beach Borrower replaces the property manager with a qualified property manager acceptable to the lender; and

with regard to clause (iv) above, the date the debt service coverage ratio based on the trailing 12-month period immediately preceding the date of such determination is greater than 1.15x for two consecutive quarters.

 

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

 

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

 

96 

 

 

Office - Suburban Loan #6 Cut-off Date Balance:   $20,500,000
1655 and 1665 Palm Beach Lakes Boulevard Forum Office West Palm Beach Cut-off Date LTV:   68.6%
West Palm Beach, FL 33401   U/W NCF DSCR:   1.89x
    U/W NOI Debt Yield:   11.6%

 

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

(i)an event of default;

(ii)a bankruptcy action of the Forum Office West Palm Beach Borrower, guarantor or property manager; or

(iii)a Cash Sweep DSCR Trigger Event (as defined below).

 

A Cash Sweep Event will end upon the occurrence of:

 

with regard to clause (i) above, the cure of such event of default has been accepted or waived by the lender;

with regard to clause (ii) above, (a) when such bankruptcy action petition has been discharged, stayed, or dismissed within 60 days of such filing among other conditions for the Forum Office West Palm Beach Borrower or guarantor and (b) with respect to the property manager (1) when such bankruptcy action petition has been discharged, stayed or dismissed within 120 days of such filing, or (2) after the Forum Office West Palm Beach Borrower replaces the property manager with a qualified property manager acceptable to the lender; and

with regard to clause (iii) above, the date the debt service coverage ratio based on the trailing 12-month period immediately preceding the date of such determination is greater than 1.10x for two consecutive quarters.

 

A “Cash Sweep DSCR Trigger Event” will occur on any date the debt service coverage ratio, based on the trailing 12-month period immediately preceding the date of determination, is less than 1.10x.

 

Property Management. The Forum Office West Palm Beach Property is managed by Amco Property Management, LLC d/b/a The David Associates, an affiliate of the Forum Office West Palm Beach Borrower.

 

Partial Release. Not permitted.

 

Real Estate Substitution. Not permitted.

 

Subordinate and Mezzanine Indebtedness. Not permitted.

 

Ground Lease. None.

 

Terrorism Insurance. The Forum Office West Palm Beach Mortgage Loan documents require that the “all risk” insurance policy required to be maintained by the Forum Office West Palm Beach Borrower provides coverage for terrorism in an amount equal to the full replacement cost of the Forum Office West Palm Beach Property, as well as business interruption insurance covering no less than the 12-month period following the occurrence of a casualty event, together with a 6-month extended period of indemnity.

 

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

 

97 

 

 

Office – CBD Loan #7 Cut-off Date Balance:   $19,500,000
530 Bush Street 530 Bush Street Cut-off Date LTV:   36.9%
San Francisco, CA 94108   U/W NCF DSCR:   3.58x
    U/W NOI Debt Yield:   14.8%

 

(GRAPHIC) 

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

 

98 

 

Office – CBD Loan #7 Cut-off Date Balance:   $19,500,000
530 Bush Street 530 Bush Street Cut-off Date LTV:   36.9%
San Francisco, CA 94108   U/W NCF DSCR:   3.58x
    U/W NOI Debt Yield:   14.8%

 

(GRAPHIC) 

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

 

99 

 

 

No. 7 – 530 Bush Street
 
Mortgage Loan Information   Mortgaged Property Information(2)
Mortgage Loan Seller: UBS AG   Single Asset/Portfolio: Single Asset

Credit Assessment

(Fitch/KBRA/Moody’s): 

NR/NR/Aa2(sf)   Property Type – Subtype: Office – CBD
Original Principal Balance: $19,500,000   Location: San Francisco, CA
Cut-off Date Balance: $19,500,000   Size: 104,737 SF
% of Initial Pool Balance: 3.7%   Cut-off Date Balance Per SF: $186.18
Loan Purpose: Refinance   Maturity Date Balance Per SF: $186.18
Borrower Sponsor: VY Bush Street Investors LLC   Year Built/Renovated: 1916, 1982/1974
Guarantor: NAP   Title Vesting: Fee
Mortgage Rate: 3.8087%   Property Manager: CBRE, Inc.
Note Date: February 11, 2022   Current Occupancy (As of)(3): 84.1% (12/31/2021)
Seasoning: 2 months   YE 2020 Occupancy: 90.3%
Maturity Date: February 6, 2032   YE 2019 Occupancy: 92.8%
IO Period: 120 months   YE 2018 Occupancy: 77.0%
Loan Term (Original): 120 months   YE 2017 Occupancy: 87.0%
Amortization Term (Original): NAP   As-Is Appraised Value: $52,800,000
Loan Amortization Type: Interest Only   As-Is Appraised Value Per SF: $504.12
Call Protection: L(24),YM1(92),O(4)   As-Is Appraisal Valuation Date: September 7, 2021
Lockbox Type: Hard/Springing Cash Management    
Additional Debt: None   Underwriting and Financial Information(2)
Additional Debt Type (Balance): NAP   YE 2021 NOI: $2,797,577
      YE 2020 NOI: $2,947,329
      YE 2019 NOI: $2,530,182
      YE 2018 NOI: $1,406,807
      U/W Revenues: $5,145,120
      U/W Expenses: $2,260,936

Escrows and Reserves(1)   U/W NOI: $2,884,184
  Initial Monthly Cap   U/W NCF: $2,698,150
RE Taxes $181,023 $32,325 NAP   U/W DSCR based on NOI/NCF(3): 3.83x / 3.58x
Insurance $38,430 $5,057 NAP   U/W Debt Yield based on NOI/NCF(3): 14.8% / 13.8%
Replacement Reserve $0 $1,746 $83,790   U/W Debt Yield at Maturity based on NOI/NCF(3): 14.8% / 13.8%
TI/LC Reserve $2,000,000 Springing $1,000,000   Cut-off Date LTV Ratio: 36.9%
Unfunded Obligations $101,474 $0 NAP   LTV Ratio at Maturity: 36.9%

 

Sources and Uses
Sources         Uses      
Original loan amount $19,500,000   89.3%   Loan payoff $19,131,294   87.6%
Sponsors equity 2,345,352   10.7    Upfront reserves 2,320,927   10.6
          Closing costs 393,131   1.8
Total Sources $21,845,352   100.0%   Total Uses $21,845,352   100.0%
(1)See “Escrows” section below.

(2)While the 530 Bush Street Mortgage Loan was originated after the emergence of the novel coronavirus pandemic and the economic disruption resulting from measures to combat the pandemic, the pandemic is an evolving situation and could impact the 530 Bush Street Mortgage Loan more severely than assumed in the underwriting of the 530 Bush Street Mortgage Loan. The pandemic and resulting economic disruption could also adversely affect the NOI, NCF and occupancy information, as well as the appraised value and the DSCR, LTV and Debt Yield metrics presented above. See “Risk Factors—Risks Related to Market Conditions and Other External Factors—Coronavirus Pandemic Has Adversely Affected the Global Economy and Will Likely Adversely Affect the Performance of the Mortgage Loans” in the Preliminary Prospectus.

(3)(3) Includes the Consulate General of Ukraine, which leases 3,488 square feet on a month-to-month basis and has been included in the underwritten occupancy and rent. If the tenant were underwritten as vacant, Current Occupancy, U/W DSCR based on NOI/NCF and U/W Debt Yield based on NOI/NCF would be 80.8%, 3.63x / 3.40x and 14.0% / 13.1%, respectively.

 

The Mortgage Loan. The mortgage loan (the “530 Bush Street Mortgage Loan”) is evidenced by a single promissory note secured by a first priority fee mortgage encumbering a 104,737 square foot office building with ground floor retail located in San Francisco, California (the “530 Bush Street Property”).

 

The Borrower and Borrower Sponsor. The borrower is VY Bush Street Investors (Delaware) LLC (the “530 Bush Street Borrower”), a Delaware limited liability company with one independent director. The borrower sponsor is VY Bush Street Investors LLC. The borrower sponsor is indirectly majority owned by the estate of M.T. Geoffrey Yeh. The indirect manager of the 530 Bush Street Borrower, VYTC Investors, LLC, is 50% owned by Troy Crosby and 50% owned by G&H Real Estate LLC, and is managed by its directors, Troy Crosby, V-Nee Yeh and Yvette Yeh Fung. There is no non-recourse carveout guarantor or separate environmental indemnitor with respect to the 530 Bush Street Mortgage Loan. The 530 Bush Street Borrower obtained a premises environmental liability insurance policy from Great American E&S Insurance Company with respect to the 530 Bush Street Property in the amount of $2,000,000 per incident and

 

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

 

100 

 

Office – CBD Loan #7 Cut-off Date Balance:   $19,500,000
530 Bush Street 530 Bush Street Cut-off Date LTV:   36.9%
San Francisco, CA 94108   U/W NCF DSCR:   3.58x
    U/W NOI Debt Yield:   14.8%

 

in the aggregate, with a $50,000 self-insured retention, with the 530 Bush Street Borrower as first named insured and the lender and its successors and assigns as additional named insured, and an expiration date of February 11, 2032 with respect to the 530 Bush Street Borrower and February 11, 2035 with respect to the lender.

 

The Property. The 530 Bush Street Property is a 104,737 square foot office building with ground floor retail (3.4% of underwritten base rent) located at the intersection of the Union Square District and Financial District neighborhoods of San Francisco, California. The 530 Bush Street Property was originally constructed in two phases. The five-story portion of the building was developed in 1916 and renovated in 1974. A ten-story conjoined addition was then developed in 1982. The 530 Bush Street Property is situated on a 0.31-acre site with parking available for nine spaces (0.1 per 1,000 SF). Amenities include 24-hour access, a three-elevator lobby, tiered terraces on floors 2-6, an on-site property manager and a community rooftop deck. As of December 31, 2021, the 530 Bush Street Property was 84.1% leased by 14 office tenants and one retail tenant on the ground floor. Since 2011, occupancy at the 530 Bush Street Property has ranged from 77.0% to 99.7%, with an average occupancy of 89.2%.

 

The borrower sponsor purchased the 530 Bush Street Property in February 2011 for approximately $23.1 million. Since acquiring the 530 Bush Street Property, the borrower sponsor has invested approximately $10.2 million in capital improvements including approximately $2.8 million on HVAC modernization, approximately $0.9 million on elevator modernization and approximately $5.3 million on tenant improvements.

 

Major Tenants.

 

Largest Tenant: Tutor Perini Corp. (B3: Moody’s; 20,292 square feet; 19.4% of net rentable area; 22.1% of underwritten base rent; December 31, 2022 and April 20, 2022 leases expirations) - Tutor Perini Corp. (NYSE: TPC) is a civil, building and specialty construction company offering diversified general contracting and design-build services to private customers and public agencies throughout the world. Tutor Perini Corp. has provided construction services since 1894 and currently offers general contracting, pre-construction planning and project management services, including planning and scheduling of manpower, equipment, materials and subcontractors required for a project. Tutor Perini Corp. has been at the 530 Bush Street Property since 2013 with a lease expiration date of December 31, 2022 and expanded into an additional 4,303 square feet of space in 2019 with a lease expiration date of April 20, 2022. Tutor Perini Corp. has no renewal options remaining.

 

2nd Largest Tenant: Super Free Games (10,849 square feet; 10.4% of net rentable area; 14.2% of underwritten base rent; October 20, 2022 lease expiration) - Founded in 2011 and headquartered at the 530 Bush Street Property, Super Free Games is a developer of casual and mash-up games. Super Free Games has a team of approximately 80 mobile game experts, including developers, designers and monetization managers based in multiple countries across the world. Super Free Games has been at the 530 Bush Street Property since 2018 and has one, four-year renewal option remaining.

 

3rd Largest Tenant: Bay Area Medical Academy (9,303 square feet; 8.9% of net rentable area; 12.3% of underwritten base rent; January 31, 2024 lease expiration) - Bay Area Medical Academy provides healthcare career training created in partnership with employers. Bay Area Medical Academy prepares individuals from different socio-economic, cultural and educational backgrounds for careers working in the healthcare industry. Bay Area Medical Academy has been at the 530 Bush Street Property since 2014 and has no renewal options remaining.

 

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

 

101 

 

Office – CBD Loan #7 Cut-off Date Balance:   $19,500,000
530 Bush Street 530 Bush Street Cut-off Date LTV:   36.9%
San Francisco, CA 94108   U/W NCF DSCR:   3.58x
    U/W NOI Debt Yield:   14.8%

 

The following table presents certain information relating to the tenancy at the 530 Bush Street Property:

 

Major Tenants

 

Tenant Name

Credit Rating (Fitch/

Moody’s/
S&P)

Tenant NRSF % of
NRSF
Annual U/W Base Rent PSF(1) Annual
U/W Base Rent(1)
% of Total Annual U/W Base Rent Lease
Expiration
Date
Extension Options Termination Option (Y/N)
Major Tenants                
Tutor Perini Corp.(2) NR/B3/NR 20,292 19.4% $52.73 $1,069,902 22.1% Various None N
Super Free Games NR/NR/NR 10,849 10.4% $63.38 $687,653 14.2% 10/20/2022 1, 4-year N
Bay Area Medical Academy NR/NR/NR 9,303 8.9% $64.00 $595,392 12.3% 1/31/2024 None N
Nicolay Consulting Group NR/NR/NR 7,173 6.8% $37.00 $265,401 5.5% 6/30/2022 1, 5-year N
SWA Group NR/NR/NR 6,313 6.0% $67.75 $427,700 8.8% 5/31/2026 1, 5-year N
Total Major Tenants 53,930 51.5% $56.48 $3,046,048 63.0%      
                 
Non-Major Tenants(3) 34,136 32.6% $52.47 $1,791,001 37.0%      
                 
Occupied Collateral Total 88,066 84.1% $54.93 $4,837,049 100.0%      
                 
Vacant Space 16,671 15.9%            
                 
Collateral Total 104,737 100.0%            
                   
(1)Annual U/W Base Rent PSF and Annual U/W Base Rent include rent steps through March 2023.

(2)Tutor Perini Corp. occupies two suites at the 530 Bush Street Property. Suite 302-0400 (15,989 square feet) has a lease expiration date of December 31, 2022 and Suite 202 (4,303 square feet) has a lease expiration date of April 20, 2022.

(3)Non-Major Tenants includes the Consulate General of Ukraine, which leases 3,488 square feet on a month-to-month basis and has been included in the underwritten occupancy and rent. If the tenant were underwritten as vacant, occupancy would be 80.8%, U/W DSCR based on NOI/NCF would be 3.63x and 3.40x, respectively, and underwritten debt yield based on NOI/NCF would be 14.0% and 13.1%, respectively.

 

The following table presents certain information relating to the lease rollover schedule at the 530 Bush Street Property:

 

Lease Expiration Schedule(1)(2)

 

Year Ending
 December 31,
No. of Leases Expiring Expiring NRSF % of Total NRSF Cumulative Expiring NRSF Cumulative % of Total NRSF Annual
 U/W
Base Rent
% of Total Annual U/W Base Rent Annual
 U/W
Base Rent
 PSF
MTM(3) 1 3,488 3.3% 3,488 3.3% $146,496 3.0% $42.00
2022 7 44,161 42.2% 47,649 45.5% $2,333,062 48.2% $52.83
2023 2 10,430 10.0% 58,079 55.5% $581,848 12.0% $55.79
2024 3 17,385 16.6% 75,464 72.1% $1,033,306 21.4% $59.44
2025 1 2,424 2.3% 77,888 74.4% $126,048 2.6% $52.00
2026 2 9,578 9.1% 87,466 83.5% $590,689 12.2% $61.67
2027 0 0 0.0% 87,466 83.5% $0 0.0% $0.00
2028 0 0 0.0% 87,466 83.5% $0 0.0% $0.00
2029 0 0 0.0% 87,466 83.5% $0 0.0% $0.00
2030 0 0 0.0% 87,466 83.5% $0 0.0% $0.00
2031 0 0 0.0% 87,466 83.5% $0 0.0% $0.00
2032 0 0 0.0% 87,466 83.5% $0 0.0% $0.00
Thereafter(4) 2 600 0.6% 88,066 84.1% $25,600 0.5% $42.67
Vacant 0 16,671 15.9% 104,737 100.0% $0 0.0% $0.00
Total/Weighted Average 18 104,737 100.0%     $4,837,049 100.0% $54.93
(1)Information obtained from the underwritten rent roll and includes rent steps through March 2023.

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

(3)MTM includes the Consulate General of Ukraine, which leases 3,488 square feet on a month-to-month basis and has been included in the underwritten occupancy and rent. If the tenant were underwritten as vacant, occupancy would be 80.8%, U/W DSCR based on NOI/NCF would be 3.63x and 3.40x, respectively, and underwritten debt yield based on NOI/NCF would be 14.0% and 13.1%, respectively.

(4)Includes storage area (400 square feet) and an engineer office (200 square feet).

 

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

 

102 

 

Office – CBD Loan #7 Cut-off Date Balance:   $19,500,000
530 Bush Street 530 Bush Street Cut-off Date LTV:   36.9%
San Francisco, CA 94108   U/W NCF DSCR:   3.58x
    U/W NOI Debt Yield:   14.8%

 

The following table presents historical occupancy percentages at the 530 Bush Street Property:

 

Historical Occupancy

 

2011(1)   2012(1)   2013(1)   2014(1)   2015(1)   2016(1)   2017(1)   2018(1)   2019(1)   2020(1)   12/31/2021(2)
89.4%   85.3%   83.4%   97.2%   94.9%   99.7%   87.0%   77.0%   92.8%   90.3%   84.1%
(1)Information obtained from the borrower sponsor.

(2)Information obtained from the underwritten rent roll. Includes the Consulate General of Ukraine, which leases 3,488 square feet on a month-to-month basis and has been included in the underwritten occupancy. If the tenant were underwritten as vacant, occupancy would be 80.8%.

 

COVID-19 Update. As of March 16, 2022, the 530 Bush Street Property is open and operating. Approximately 96.8%, 96.7%, 96.8%, 97.3%, 97.1% and 94.8% of rent has been collected for the months of July 2021, August 2021, September 2021, October 2021, November 2021 and December 2021, respectively. The average rent collection from July 2021 through December 2021 was 96.6%. Bay Area Medical Academy (8.9% of net rentable area; 12.3% of underwritten base rent) has been making partial rent payments and has requested rent relief. The 530 Bush Street Borrower is contemplating a lease amendment. As of March 16, 2022, the 530 Bush Street Mortgage Loan is not subject to any modification or forbearance request.

 

Historical Operating Performance and Underwritten Net Cash Flow. The following table presents certain information relating to the historical operating performance and underwritten net cash flow at the 530 Bush Street Property:

 

Cash Flow Analysis

 

    2018   2019   2020   2021   U/W   %(1)   U/W $ per SF
Base Rent   $3,104,167   $4,373,402   $4,850,229 $4,727,679 $4,837,049(2)   80.5%   $46.18
Grossed Up Vacant Space   0   0   0   0   866,834   14.4   8.28
Gross Potential Rent   $3,104,167   $4,373,402   $4,850,229 $4,727,679 $5,703,883   94.9%   $54.46
Other Income   104,839   65,815   83,155   69,293   69,293   1.2   0.66
Total Recoveries   126,624   289,115   256,881   244,659   238,778   4.0   2.28
Net Rental Income   $3,335,630   $4,728,332   $5,190,265 $5,041,631   $6,011,954   100.0%   $57.40
(Vacancy & Credit Loss)   0   0   0   0   (866,834)   (15.2)   (8.28)
Effective Gross Income   $3,335,630   $4,728,332   $5,190,265 $5,041,631   $5,145,120   85.6%   $49.12
                             
Real Estate Taxes   300,030   307,295   351,095   388,731   387,905   7.5   3.70
Insurance   53,875   51,458   48,281   56,492   60,680   1.2   0.58
Management Fee   99,616   141,873   149,969   148,709   154,354   3.0   1.47
Other Operating Expenses   1,475,302   1,697,524   1,693,590   1,650,121   1,657,997   32.2   15.83
Total Operating Expenses   $1,928,824   $2,198,149   $2,242,935   $2,244,054 $2,260,936   43.9%   $21.59
                             
Net Operating Income   $1,406,807   $2,530,182   $2,947,330   $2,797,577 $2,884,184   56.1%   $27.54
Replacement Reserves   0   0   0   0   20,947   0.4   0.20
TI/LC   0   0   0   0   165,086   3.2   1.58
Net Cash Flow   $1,406,807   $2,530,182 $2,947,330 $2,797,577 $2,698,150   52.4%   $25.76
                             
NOI DSCR   1.87x   3.36x   3.91x   3.72x   3.83x        
NCF DSCR   1.87x   3.36x   3.91x   3.72x   3.58x        
NOI Debt Yield   7.2%   13.0%   15.1%   14.3%   14.8%        
NCF Debt Yield   7.2%   13.0%   15.1%   14.3%   13.8%        
(1)Represents (i) percent of Net Rental Income for all revenue fields, (ii) percent of Gross Potential Rent for Vacancy & Credit Loss and (iii) percent of Effective Gross Income for all other fields.

(2)The U/W Base Rent includes ($2,115) in rent steps through March 2023, which takes into account a $116,000 rent reduction for ALLTrails’ space, which took effect in February 2022. U/W Base Rent also includes rent from the Consulate General of Ukraine, which leases 3,488 square feet on a month-to-month basis. If the tenant were underwritten as vacant, U/W DSCR based on NOI/NCF would be 3.63x and 3.40x, respectively, and U/W debt yield based on NOI/NCF would be 14.0% and 13.1%, respectively.

 

Appraisal. The appraisal concluded an “as-is” appraised value of $52,800,000 as of September 7, 2021. In addition, the appraisal concluded an “as stabilized” appraised value of $58,500,000 as of September 7, 2023.

 

Environmental Matters. According to the Phase I environmental site assessment dated October 5, 2021, there are no recognized environmental conditions and no recommendations other than the implementation of an asbestos operations and maintenance program.

 

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

 

103 

 

Office – CBD Loan #7 Cut-off Date Balance:   $19,500,000
530 Bush Street 530 Bush Street Cut-off Date LTV:   36.9%
San Francisco, CA 94108   U/W NCF DSCR:   3.58x
    U/W NOI Debt Yield:   14.8%

 

Market Overview and Competition. The 530 Bush Street Property is located at the intersection of San Francisco’s Union Square District and Financial District on the corner of Bush Street and Grant Avenue, near the Dragon Gate entrance to the Chinatown neighborhood and four blocks from Market Street. The 530 Bush Street Property is approximately 0.2 miles northeast of Union Square, which features major international retailers such as Nike, Apple, Gucci, Cartier, Saks Fifth Avenue, Macy’s and Louis Vuitton and approximately 0.2 miles from the popular dining corridor known as Belden Place. In addition, the 530 Bush Street Property is within walking distance to the Montgomery BART station (0.3 miles), MUNI light rail, bus system stops and the Transbay Terminal development.

 

According to a third party market research report, the estimated 2021 population within a one-, three- and five-mile radius was approximately 139,193, 423,418 and 693,455, respectively and the estimated 2021 average household income within the same radii was approximately $149,191, $194,908 and $195,422, respectively.

 

According to a third party market research report, the 530 Bush Street Property is situated within the Union Square office submarket within the greater San Francisco office market. As of the fourth quarter of 2021, the submarket reported a total inventory of approximately 5.8 million square feet with a 20.2% vacancy rate and an average asking rent of $55.98 per square foot. The appraisal identified five directly competitive office rent comparables with rents ranging from $55.00 to $61.00 per square foot (full service leases). The appraisal concluded an office market rent of $59.00 per square foot (full service leases) and a lower level office market rent of $40.00 per square foot (full service leases).

 

The following table presents certain information relating to the appraisal’s market rent conclusion for the 530 Bush Street Property:

 

Market Rent Summary(1)

 

  Office Office LL
Market Rent (PSF) $59.00 $40.00
Lease Term (Years) 5.0 5.0
Lease Type (Reimbursements) Full Service BY Full Service BY
Rent Increase Projection 3.0% 3.0%
(1)Information obtained from the appraisal.

 

The table below presents certain information relating to comparable sales pertaining to the 530 Bush Street Property identified by the appraisal:

 

Comparable Sales(1)

 

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

Low-Rise Office

2001 Van Ness Avenue

San Francisco, CA 1920 27,281 Apr-2021 $12,250,000 $449

The Reserve 

301 Battery Street

San Francisco, CA 1924 185,850 Feb-2020 $143,000,000 $769

222 Kearny & 180 Sutter

222 Kearny Street

San Francisco, CA 1910, 1986 146,452 Aug-2019 $74,500,000 $509

Low-Rise Office/Retail

735 Montgomery Street

San Francisco, CA 1924 35,461 Apr-2019 $24,500,000 $691

Orient Building

332 Pine Street

San Francisco, CA 1912 51,522 Jul-2018 $36,480,000 $708
(1)Information obtained from the appraisal.

 

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

 

104 

 

Office – CBD Loan #7 Cut-off Date Balance:   $19,500,000
530 Bush Street 530 Bush Street Cut-off Date LTV:   36.9%
San Francisco, CA 94108   U/W NCF DSCR:   3.58x
    U/W NOI Debt Yield:   14.8%

 

The following table presents certain information relating to comparable leases with respect to the 530 Bush Street Property:

 

Comparable Leases(1)

 

Property Name/Location Year Built Total GLA (SF) Occupancy Tenant Tenant Size (SF) Lease Start Date

Lease

Term

Annual Base Rent PSF Lease Type

530 Bush Street (Subject)

San Francisco, CA

1916, 1982 104,737(2) 84.1%(2)            

222 Kearny Street

San Francisco, CA

1986 120,809 89% Montgomery Technologies 5,727 Nov-21 7 Yrs. $61.00 FS

250 Sutter Street

San Francisco, CA

1909 55,359 67% Barrett SF 7,980 Sept-21 5.3 Yrs. $60.89 FS

291 Geary Street

San Francisco, CA

1907 41,385 100% RALLY 3,223 Jul-21 4.8 Yrs. $56.00 FS

240 Stockton Street

San Francisco, CA

1908 40,442 100% Hugo Parker 3,692 Apr-21 3 Yrs. $55.00 FS

615 Grant Avenue

San Francisco, CA

1907 16,000 16% Vacant 4,313 NAP NAP $55.00(3) MG
(1)Information obtained from the appraisal.

(2)Information obtained from the underwritten rent roll. Includes the Consulate General of Ukraine, which leases 3,488 square feet on a month-to-month basis and has been included in the underwritten occupancy. If the tenant were underwritten as vacant, occupancy would be 80.8% as of December 31, 2021.

(3)Asking annual base rent PSF.

 

Escrows.

 

Real Estate Taxes – The 530 Bush Street Mortgage Loan documents require an upfront real estate tax reserve of approximately $181,023 and ongoing monthly real estate tax reserves in an amount equal to one-twelfth of the real estate taxes that the lender estimates will be necessary to pay taxes over the then succeeding twelve months (initially approximately $32,325).

 

Insurance – The 530 Bush Street Mortgage Loan documents require an upfront insurance reserve of approximately $38,430 and ongoing monthly insurance reserves in an amount equal to one-twelfth of the insurance premiums that the lender estimates will be payable for the renewal of the coverage afforded by the policies upon the expiration thereof (initially approximately $5,057).

 

Replacement Reserve – The 530 Bush Street Mortgage Loan documents require ongoing monthly replacement reserves of approximately $1,746, subject to a cap of $83,790.

 

TI/LC Reserve – The 530 Bush Street Mortgage Loan documents require an upfront TI/LC reserve of $2,000,000 and ongoing monthly TI/LC reserves of approximately $13,092 once the TI/LC reserve amount falls below $500,000 (the “Monthly Rollover Deposit Trigger”). Following the Monthly Rollover Deposit Trigger, the TI/LC reserve is capped at $1,000,000.

 

Unfunded Obligations Reserve – The 530 Bush Street Mortgage Loan documents require an upfront unfunded obligations reserve of $101,474 for tenant allowance, tenant improvements and leasing commissions associated with Colton Commercial & Partners ($13,370), SWA Group ($47,291) and Total Vision ($40,813).

 

Lockbox and Cash Management. The 530 Bush Street Mortgage Loan is structured with a hard lockbox and springing cash management upon the occurrence and continuance of a Cash Management Trigger Event (as defined below). The 530 Bush Street Borrower and property manager are required to direct the tenants to pay rent directly into the lockbox account, and to deposit any rents otherwise received in such account within two business days after receipt. During the continuance of a Cash Management Trigger Event, all funds in the lockbox account are required to be swept each business day to a lender-controlled cash management account and disbursed in accordance with the 530 Bush Street Mortgage Loan documents, and all excess funds on deposit in the cash management account (after payment of required monthly reserve deposits, the debt service payment on the 530 Bush Street Mortgage Loan, operating expenses and cash management bank fees) is required to be applied as follows: (a) if a Material Tenant Trigger Event (as defined below) has occurred and is continuing, to a material tenant rollover account, (b) if a Cash Sweep Trigger Event (as defined below) has occurred and is continuing, to the lender-controlled excess cash flow account (subject to a cap of $4,000,000; provided that such cap will not apply at any time (i) from and after the monthly payment date in February 2030 and/or (ii) the debt service coverage ratio is less than 2.55x) or (c) if no Material Tenant Trigger Event or Cash Sweep Trigger Event has occurred and is continuing, or if any excess remains after the preceding application, to the 530 Bush Street Borrower.

 

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

 

(i)the occurrence of an event of default;

 

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

 

105 

 

Office – CBD Loan #7 Cut-off Date Balance:   $19,500,000
530 Bush Street 530 Bush Street Cut-off Date LTV:   36.9%
San Francisco, CA 94108   U/W NCF DSCR:   3.58x
    U/W NOI Debt Yield:   14.8%

 

(ii)any bankruptcy action involving the 530 Bush Street Borrower, the key principal (collectively, Yvette Yeh Fung and Troy Crosby) or the property manager;

(iii)the trailing 12-month period debt service coverage ratio falling below 2.50x;

(iv)the indictment for fraud or misappropriation of funds of the 530 Bush Street Borrower, the key principal or an affiliated or third party property manager (provided that, in the case of the third party property manager, such fraud or misappropriation is related to the 530 Bush Street Property), or any director or officer of the aforementioned; or

(v)a Material Tenant Trigger Event.

 

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

 

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

with regard to clause (ii) above, the filing being discharged or dismissed within 45 days for the 530 Bush Street Borrower or the key principal, or within 120 days for the property manager, and the lender’s determination that such filing does not materially increase the 530 Bush Street Borrower’s or the key principal’s monetary obligations, or materially and adversely affect the key principal’s or the property manager’s ability to carry out their obligations under the 530 Bush Street Mortgage Loan documents, as applicable, or, in the case of the property manager, the replacement of the property manager with a third party property manager that constitutes a qualified property manager under the 530 Bush Street Mortgage Loan documents;

with regard to clause (iii) above, the trailing 12-month debt service coverage ratio being at least 2.55x for two consecutive calendar quarters;

with regard to clause (iv) above, the dismissal of the applicable indictment with prejudice or acquittal of the applicable person, or the replacement of the property manager with a third party property manager that constitutes a qualified property manager under the 530 Bush Street Mortgage Loan documents; or

with regard to clause (v) above, a Material Tenant Trigger Event Cure (as defined below).

 

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

 

(i)the occurrence of an event of default;

(ii)any bankruptcy action involving the 530 Bush Street Borrower, the key principal or an affiliated property manager; or

(iii)the trailing 12-month period debt service coverage ratio falling below 2.35x.

 

A Cash Sweep Trigger Event will end upon the occurrence of the following:

 

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

with regard to clause (ii) above, the filing being discharged or dismissed within 45 days for the 530 Bush Street Borrower or the key principal, or within 120 days for the property manager, and the lender’s determination that such filing does not materially increase the 530 Bush Street Borrower’s or the key principal’s monetary obligations, or materially and adversely affect the key principal’s or the property manager’s ability to carry out their obligations under the 530 Bush Street Mortgage Loan documents, as applicable, or, in the case of the property manager, the replacement of the property manager with a third party property manager that constitutes a qualified property manager under the 530 Bush Street Mortgage Loan documents; or

with regard to clause (iii) above, the trailing 12-month debt service coverage ratio being at least 2.40x for two consecutive calendar quarters.

 

A “Material Tenant Trigger Event” will commence upon the occurrence of any of the following:

 

(i)a Material Tenant (as defined below) giving notice of its intention to terminate, cancel or not to extend or renew its lease;

(ii)on or prior to the date that is 12 months prior to the then applicable expiration date under the applicable Material Tenant lease, if the Material Tenant does not extend or renew such Material Tenant lease;

(iii)on or prior to the date a Material Tenant is required under its Material Tenant lease to notify the borrower of its election to extend or renew its lease, if such Material Tenant does not give notice;

(iv)an event of default under a Material Tenant lease occurring and continuing beyond any applicable notice and/or cure period;

(v)a bankruptcy action of a Material Tenant or guarantor of any Material Tenant lease occurring;

(vi)a Material Tenant lease being terminated or no longer being in full force and effect; or

(vii)a Material Tenant “going dark”, vacating, ceasing to occupy or ceasing to conduct business in the ordinary course at the 530 Bush Street Property or a portion thereof.

 

A “Material Tenant Trigger Event Cure” will commence upon the occurrence of any of the following:

 

with regard to clause (i) above, the date that (x) the applicable Material Tenant revokes or rescinds all termination or cancellation notices, (y) the applicable Material Tenant lease is extended on terms satisfying the requirements of the 530 Bush Street Mortgage Loan documents or (z) all or substantially all of the applicable Material Tenant space is leased to a replacement tenant;

with regard to clause (ii) above, the date that (x) the applicable Material Tenant lease is extended on terms satisfying the requirements of the 530 Bush Street Mortgage Loan documents or (y) all or substantially all of the applicable Material Tenant space is leased to a replacement tenant;

 

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

 

106 

 

Office – CBD Loan #7 Cut-off Date Balance:   $19,500,000
530 Bush Street 530 Bush Street Cut-off Date LTV:   36.9%
San Francisco, CA 94108   U/W NCF DSCR:   3.58x
    U/W NOI Debt Yield:   14.8%

 

with regard to clause (iii) above, the date that (x) the applicable Material Tenant lease is extended on terms satisfying the requirements of the 530 Bush Street Mortgage Loan documents or (y) all or substantially all of the applicable Material Tenant space is leased to a replacement tenant;

with regard to clause (iv) above, a cure of the applicable event of default;

with regard to clause (v) above, the affirmation of the Material Tenant lease in the applicable bankruptcy proceeding and confirmation that the Material Tenant is actually paying all rents and other amounts under its lease (or, if applicable, the discharge or dismissal of the applicable Material Tenant lease guarantor from the applicable bankruptcy proceeding; provided that such bankruptcy (after dismissal or discharge) does not have an adverse effect on such Material Tenant lease guarantor’s ability to perform its obligations under its lease guaranty);

with regard to clause (vi) above, all or substantially all of the applicable Material Tenant space (or in connection with a partial termination, the applicable portion of the Major Tenant space) being leased to a replacement tenant; or

with regard to clause (vii) above, the Material Tenant re-commencing its normal business operations at the 530 Bush Street Property.

 

A “Material Tenant” means any tenant at the 530 Bush Street Property that, together with its affiliates, either (a) leases no less than 25% of the total rentable square footage of the 530 Bush Street Property or (b) accounts for (or would account for) no less than 25% of the total in-place base rent at the 530 Bush Street Property.

 

Property Management. The 530 Bush Street Property is managed by CBRE, Inc., a third-party property manager.

 

Real Estate Substitution. Not permitted.

 

Subordinate and Mezzanine Indebtedness. Not permitted.

 

Ground Lease. None.

 

Terrorism Insurance. The 530 Bush Street Mortgage Loan documents require that the “all risk” insurance policy required to be maintained by the 530 Bush Street Borrower provides coverage for terrorism in an amount equal to the full replacement cost of the 530 Bush Street Property, as well as business interruption insurance covering no less than the 12-month period following the occurrence of a casualty event, together with a 6-month extended period of indemnity.

 

Earthquake Insurance. A seismic risk assessment dated September 22, 2021 indicated a probable maximum loss of 16.0%. Earthquake insurance is not required.

 

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

 

107 

 

Retail – Single Tenant Loan #8 Cut-off Date Balance:   $18,000,000
Property Addresses – Various KNP Portfolio Cut-off Date LTV:   60.0%
    U/W NCF DSCR:   2.12x
    U/W NOI Debt Yield:   8.9%

 

(GRAPHIC) 

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

 

108 

 

Retail – Single Tenant Loan #8 Cut-off Date Balance:   $18,000,000
Property Addresses – Various KNP Portfolio Cut-off Date LTV:   60.0%
    U/W NCF DSCR:   2.12x
    U/W NOI Debt Yield:   8.9%

 

(GRAPHIC) 

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

 

109 

 

No. 8 – KNP Portfolio
 
Mortgage Loan Information   Mortgaged Property Information(2)
Mortgage Loan Seller: UBS AG   Single Asset/Portfolio: Portfolio

Credit Assessment

(Fitch/KBRA/Moody’s):

NR/NR/NR   Property Type – Subtype: Retail – Single Tenant
Original Principal Balance: $18,000,000   Location: Various – See Table
Cut-off Date Balance: $18,000,000   Size: 62,675 SF
% of Initial Pool Balance: 3.4%   Cut-off Date Balance Per SF: $287.20
Loan Purpose: Acquisition   Maturity Date Balance Per SF: $287.20
Borrower Sponsor: Keystone National Properties, LLC   Year Built/Renovated: Various – See Table
Guarantor: Michael Packman   Title Vesting: Fee
Mortgage Rate: 4.0000%   Property Manager: REIS Associates LLC
Note Date: February 3, 2022   Current Occupancy (As of): 100.0% (1/1/2022)
Seasoning: 2 months   YE 2021 Occupancy(3): NAV
Maturity Date: February 6, 2032   YE 2020 Occupancy(3): NAV
IO Period: 120 months   YE 2019 Occupancy(3): NAV
Loan Term (Original): 120 months   YE 2018 Occupancy(3): NAV
Amortization Term (Original): NAP   As-Is Appraised Value: $30,025,000
Loan Amortization Type: Interest Only   As-Is Appraised Value Per SF: $479.06
Call Protection: L(26),D(90),O(4)   As-Is Appraisal Valuation Date: Various
Lockbox Type: Hard/Springing Cash Management    
Additional Debt: None   Underwriting and Financial Information(2)
Additional Debt Type (Balance): NAP   YE 2021 NOI(3): NAV
      YE 2020 NOI(3): NAV
      YE 2019 NOI(3): NAV
      YE 2018 NOI(3): NAV
      U/W Revenues: $1,655,408
      U/W Expenses: $49,662

Escrows and Reserves(1)   U/W NOI: $1,605,746
  Initial Monthly Cap   U/W NCF: $1,545,242
RE Taxes $8,503 $3,270 NAP   U/W DSCR based on NOI/NCF: 2.20x / 2.12x
Insurance $6,732 $4,208 NAP   U/W Debt Yield based on NOI/NCF: 8.9% / 8.6%
Replacement Reserve $0 $1,149 $55,154   U/W Debt Yield at Maturity based on NOI/NCF: 8.9% / 8.6%
          Cut-off Date LTV Ratio: 60.0%
          LTV Ratio at Maturity: 60.0%
             

 

Sources and Uses
Sources         Uses      
Original loan amount $18,000,000   54.8%   Purchase price $31,350,000   95.5%
Sponsor equity 14,823,402   45.2   Closing costs 1,458,167   4.4
          Upfront reserves 15,235   0.0
Total Sources $32,823,402   100.0%   Total Uses $32,823,402   100.0%
(1)See “Escrows” section below.

(2)While the KNP Portfolio Mortgage Loan (as defined below) was originated after the emergence of the novel coronavirus pandemic and the economic disruption resulting from measures to combat the pandemic, the pandemic is an evolving situation and could impact the KNP Portfolio Mortgage Loan more severely than assumed in the underwriting of the KNP Portfolio Mortgage Loan. The pandemic and resulting economic disruption could also adversely affect the NOI, NCF and occupancy information, as well as the appraised value and the DSCR, LTV and Debt Yield metrics presented above. See “Risk Factors—Risks Related to Market Conditions and Other External Factors—Coronavirus Pandemic Has Adversely Affected the Global Economy and Will Likely Adversely Affect the Performance of the Mortgage Loans” in the Preliminary Prospectus.

(3)The KNP Portfolio Borrower (as defined below) acquired the KNP Portfolio (as defined below) in 2022. As such, historical occupancy and NOI are unavailable.

 

The Mortgage Loan. The mortgage loan (the “KNP Portfolio Mortgage Loan”) is evidenced by a single promissory note secured by a first priority fee mortgage encumbering eight single tenant retail properties totaling 62,675 square feet located across seven states (collectively, the “KNP Portfolio” or the “KNP Portfolio Properties”).

 

The Borrower and Borrower Sponsor. The borrower is Keystone 1031 Net Leased Portfolio II, DST (the “KNP Portfolio Borrower”), a Delaware statutory trust with at least one independent director. The non-recourse carveout guarantor is Michael Packman. Michael Packman is the founder and Chief Executive Officer of Keystone National Properties, LLC, the borrower sponsor of the KNP Portfolio Mortgage Loan. Keystone National Properties, LLC is a real estate and private equity firm founded in 2016. The KNP Portfolio Borrower is permitted to have up to 100 owners of its beneficial interests. The guarantor is not required to maintain any interest in the KNP Portfolio Borrower, but is obligated to at all times maintain control of the KNP Portfolio Borrower. The KNP Portfolio Borrower is required

 

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

 

110 

 

Retail – Single Tenant Loan #8 Cut-off Date Balance:   $18,000,000
Property Addresses – Various KNP Portfolio Cut-off Date LTV:   60.0%
    U/W NCF DSCR:   2.12x
    U/W NOI Debt Yield:   8.9%

 

under the KNP Portfolio Mortgage Loan documents to convert into a Delaware limited liability company upon the occurrence of any of the following (1) any event that causes its signatory trustee to cease to be the signatory trustee of KNP Portfolio Borrower, (2) any event relating to (or resulting in) the dissolution of KNP Portfolio Borrower, (3) an event of default (or if an event of default is imminent) under the KNP Portfolio Mortgage Loan, or (4) KNP Portfolio Borrower being unable to make any material decision or take any material actions without jeopardizing the tax treatment of the beneficial interests therein.

 

The KNP Portfolio Borrower has master leased the KNP Portfolio Properties to Keystone 1031 Net Leased Portfolio II Master Tenant, LLC (the “Master Tenant”) owned by Keystone National Properties, LLC, which is in turn owned by the guarantor. The Master Tenant is a Delaware limited liability company structured to be bankruptcy-remote, with one independent director. The master lease is subordinate to the KNP Portfolio Mortgage Loan. The Master Tenant is obligated under the master lease to pay the KNP Portfolio Borrower the rent provided for therein. As collateral for the Master Tenant’s obligation to pay rent under the master lease to the KNP Portfolio Borrower, the Master Tenant has assigned to the KNP Portfolio Borrower all of the Master Tenant’s right, title and interest, in and to the rents paid by the tenants of the KNP Portfolio Properties. The KNP Portfolio Borrower has pledged as collateral for the KNP Portfolio Mortgage Loan all of its assets, which would include its right to the assignment of rents paid by the tenants of the KNP Portfolio Properties. In addition, the Master Tenant has agreed under the KNP Portfolio Mortgage Loan documents to cause all tenants at the KNP Portfolio Properties to deposit their rents directly into a clearing account established for the benefit of the lender.

 

The Properties. The KNP Portfolio is comprised of eight single tenant retail properties totaling 62,675 square feet located across seven states. The KNP Portfolio Properties are located in Minnesota (one property, 32.9% of net rentable area), Colorado (one property, 23.6% of net rentable area), Texas (two properties, 17.9% of net rentable area), Illinois (one property, 11.9% of net rentable area), Wisconsin (one property, 5.6% of net rentable area), Nevada (one property, 4.7% of net rentable area) and Indiana (one property, 3.5% of net rentable area). Built between 1987 and 2021, the KNP Portfolio Properties range in size from 2,200 square feet to 20,600 square feet. As of January 1, 2022, the KNP Portfolio Properties were 100.0% occupied.

 

The KNP Portfolio Properties are leased to eight nationally recognized tenants, four of which (37.4% of net rentable area, 53.3% of underwritten base rent) are investment grade entities or subsidiaries of investment grade-rated entities. Five of the KNP Portfolio Properties, representing 86.2% of net rentable area and 74.3% of underwritten base rent, have leases expiring after the stated maturity date of the KNP Portfolio Mortgage Loan.

 

The following table presents certain information regarding the KNP Portfolio Properties:

 

KNP Portfolio Summary

 

Property Name City, State Allocated Cut-off Date Balance % of Cut-off Date Balance Occupancy(1)

Year Built/

Renovated

Net Rentable Area (SF)(1) Appraised Value UW NOI % of UW NOI
Dollar Tree Thornton, CO $5,000,000 27.8% 100.0% 2009/NAP 14,820 $8,270,000 $445,624 27.8%
Goodwill Forest Lake, MN $2,900,000 16.1% 100.0% 2012/NAP 20,600 $4,900,000 $289,970 18.1%
Jiffy Lube San Antonio, TX $2,200,000 12.2% 100.0% 1995/NAP 2,889 $3,640,000 $189,707 11.8%
7-Eleven Las Vegas, NV $2,200,000 12.2% 100.0% 1987/NAP 2,919 $3,650,000 $187,948 11.7%
O'Reilly Bensenville, IL $1,800,000 10.0% 100.0% 2020/NAP 7,427 $3,075,000 $153,304 9.5%
Sherwin Williams Milwaukee, WI $1,400,000 7.8% 100.0% 2018/NAP 3,500 $2,410,000 $126,921 7.9%
Starbucks Bloomington, IN $1,400,000 7.8% 100.0% 2021/NAP 2,200 $2,290,000 $114,378 7.1%
Family Dollar Fort Worth, TX $1,100,000 6.1% 100.0% 2017/NAP 8,320 $1,790,000 $97,893 6.1%
Total/Weighted Average $18,000,000 100.0% 100.0%   62,675 $30,025,000 $1,605,746 100.0%
(1)Information obtained from the underwritten rent roll.

 

Major Tenants.

 

Largest Tenant: Goodwill (20,600 square feet; 32.9% of net rentable area; 18.5% of underwritten base rent; May 31, 2032 lease expiration) - Goodwill Industries International, Inc. (“GII”) was established in 1902 and was later incorporated in 1910 in the Commonwealth of Massachusetts. GII functions as a member association comprised of a network of independent community-based Goodwill organizations in the United States and Canada and international affiliates. GII works to enhance the dignity and quality of life of individuals and families by strengthening communities, eliminating barriers to opportunity, and helping people in need reach their full potential through learning and the power of work. Each local Goodwill organization is an autonomous member of GII that operates as a nonprofit corporation. Goodwill currently operates 156 local Goodwill organizations across the United States, Canada and 12 other countries. Goodwill organizations assist people through a variety of employment placement services, job training programs and other community-based services. In 2020, approximately 126,938 people were placed into jobs in the United States with help from their local Goodwill. Goodwill has been at the Forest Lake, MN premises since June 2012 and exercised its two, five-year renewal options in March 2021 with a current lease expiration date of May 31, 2032. Goodwill has no early termination options and no renewal options remaining.

 

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

 

111 

 

Retail – Single Tenant Loan #8 Cut-off Date Balance:   $18,000,000
Property Addresses – Various KNP Portfolio Cut-off Date LTV:   60.0%
    U/W NCF DSCR:   2.12x
    U/W NOI Debt Yield:   8.9%

 

2nd Largest Tenant: Dollar Tree (Baa2/BBB: Moody’s/S&P; 14,820 square feet; 23.6% of net rentable area; 27.6% of underwritten base rent; December 31, 2034 lease expiration) - Dollar Tree, Inc., a Fortune 200 company, is an operator of discount variety stores that has served North America for more than thirty years. Dollar Tree, Inc. is headquartered in Chesapeake, Virginia and operates over 15,500 stores across the 48 contiguous states and five Canadian provinces, supported by a coast-to-coast logistics network and more than 193,000 associates. Stores operate under the brands of Dollar Tree, Family Dollar, and Dollar Tree Canada. Dollar Tree subleases the 14,820 square foot premises in Thornton, CO from Walgreen Co. (BBB-/Baa2/BBB by Fitch/Moody's/S&P), a subsidiary of Walgreens Boots Alliance, Inc. (NASDAQ: WBA). Dollar Tree has a 10-year sublease that commenced in September 2020 and expires in September 2030 with one extension option to October 2034, which coincides with Walgreen’s first termination right. Dollar Tree’s sublease rent is $10.05 per square foot, while the prime lease rent is $30.70 per square foot. The KNP Portfolio Mortgage Loan was underwritten based on the Walgreen Co. prime lease rent. Rent is paid directly by Walgreen Co. Walgreen Co. remains responsible for all tenant obligations under the lease. The 75-year Walgreen Co. lease commenced in October 2009 and expires in October 2084 with an ongoing monthly termination right beginning in November 2034, upon 12 months' notice.

 

3rd Largest Tenant: Family Dollar (Baa2/BBB: Moody’s/S&P; 8,320 square feet; 13.3% of net rentable area; 6.3% of underwritten base rent; March 31, 2033 lease expiration) - Family Dollar is a business segment of Dollar Tree. Family Dollar operates general merchandise retail discount stores providing customers with a selection of competitively-priced merchandise in neighborhood stores. Family Dollar operates 7,880 Family Dollar stores ranging in size from 6,000 - 8,000 selling square feet as of January 30, 2021. Family Dollar sells merchandise at prices that generally range from $1.00 to $10.00. The Family Dollar segment consists of store operations under the Family Dollar brand and 11 distribution centers. Family Dollar has a lease commencement date of April 2018 with a current lease expiration date of March 2033. Family Dollar has no early termination options and six, five-year renewal options remaining.

 

The following table presents certain information relating to the tenancy at the KNP Portfolio Properties:

 

Major Tenants

 

Tenant Name

Credit Rating (Fitch/

Moody’s/
S&P)(1)

Tenant NRSF % of
NRSF
Annual
U/W Base
Rent PSF(2)
Annual
U/W Base Rent(2)
% of Total Annual U/W Base Rent Lease
Expiration
Date
Extension Options Termination Option (Y/N)
Major Tenants                
Goodwill NR/NR/NR 20,600 32.9% $14.84 $305,704 18.5% 5/31/2032 None N
Dollar Tree(3) NR/Baa2/BBB 14,820 23.6% $30.70(3) $455,000 27.6% 10/31/2034(3) 50, 1-year Y(3)
Family Dollar NR/Baa2/BBB 8,320 13.3% $12.40 $103,205 6.3% 3/31/2033 6, 5-year N
O'Reilly NR/Baa1/BBB 7,427 11.9% $21.76 $161,622 9.8% 1/1/2036 4, 5-year N
Sherwin Williams BBB/Baa2/BBB 3,500 5.6% $35.50 $124,250 7.5% 8/31/2028 3, 5-year N
7-Eleven NR/Baa2/A 2,919 4.7% $63.37 $184,988 11.2% 1/4/2029 3, 5-year N
Jiffy Lube AAA/Aa3/NR 2,889 4.6% $69.23 $200,000 12.1% 7/31/2036 4, 5-year N
Starbucks BBB/Baa1/BBB+ 2,200 3.5% $52.00 $114,400 6.9% 5/31/2031 4, 5-year N
Total Major Tenants 62,675 100.0% $26.31 $1,649,169 100.0%      
                 
Vacant Space 0 0.0%            
                 
Collateral Total 62,675 100.0%            
                 
(1)Certain ratings are those of the parent company whether or not the parent company guarantees the lease.

(2)Annual U/W Base Rent PSF and Annual U/W Base Rent include rent steps through March 2023.

(3)Dollar Tree subleases the 14,820 square foot premises in Thornton, CO from Walgreen Co. (BBB-/Baa2/BBB by Fitch/Moody's/S&P), a subsidiary of Walgreens Boots Alliance, Inc. (NASDAQ: WBA). The lease information in the table above is reflective of the Walgreen Co. lease. Dollar Tree has a 10-year sublease that commenced in September 2020 and expires in September 2030 with one extension option to October 2034, which coincides with Walgreen’s first termination right. Dollar Tree’s sublease rent is $10.05 per square foot. Rent is paid directly by Walgreen Co. Walgreen Co. remains responsible for all tenant obligations under the lease. The 75-year Walgreen Co. lease commenced in October 2009 and expires in October 2084 with an ongoing monthly termination right beginning in November 2034, upon 12 months' notice. The 10/31/2034 expiration date set forth above assumes that the Walgreen Co. lease is terminated effective as of the first termination option date.

 

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

 

112 

 

Retail – Single Tenant Loan #8 Cut-off Date Balance:   $18,000,000
Property Addresses – Various KNP Portfolio Cut-off Date LTV:   60.0%
    U/W NCF DSCR:   2.12x
    U/W NOI Debt Yield:   8.9%

 

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

 

Lease Expiration Schedule(1)(2)

 

Year Ending
 December 31,
No. of Leases Expiring Expiring NRSF % of Total NRSF Cumulative Expiring NRSF Cumulative % of Total NRSF Annual
 U/W
Base Rent
% of Total Annual U/W Base Rent Annual
 U/W
Base Rent
 PSF
MTM 0 0 0.0% 0 0.0% $0 0.0% $0.00
2022 0 0 0.0% 0 0.0% $0 0.0% $0.00
2023 0 0 0.0% 0 0.0% $0 0.0% $0.00
2024 0 0 0.0% 0 0.0% $0 0.0% $0.00
2025 0 0 0.0% 0 0.0% $0 0.0% $0.00
2026 0 0 0.0% 0 0.0% $0 0.0% $0.00
2027 0 0 0.0% 0 0.0% $0 0.0% $0.00
2028 1 3,500 5.6% 3500 5.6% $124,250 7.5% $35.50
2029 1 2,919 4.7% 6419 10.2% $184,988 11.2% $63.37
2030 0 0 0.0% 6419 10.2% $0 0.0% $0.00
2031 1 2,200 3.5% 8619 13.8% $114,400 6.9% $52.00
2032 1 20,600 32.9% 29219 46.6% $305,704 18.5% $14.84
Thereafter 4 33,456 53.4% 62,675 100.0% $919,827 55.8% $27.49
Vacant 0 0 0.0% 62,675 100.0% $0 0.0% $0.00
  Total/Weighted Average 8 62,675 100.0%     $1,649,169 100.0% $26.31
(1)Information obtained from the underwritten rent roll and includes rent steps through March 2023.

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

 

The following table presents historical occupancy percentages at the KNP Portfolio Properties:

 

Historical Occupancy

 

2018(1)

2019(1)

2020(1) 

2021(1)

1/1/2022(2) 

NAV NAV NAV NAV 100.0%
(1)The KNP Portfolio Borrower acquired the KNP Portfolio in 2022. As such, historical occupancy is unavailable.

(2)Information obtained from the underwritten rent roll.

 

COVID-19 Update. As of February 22, 2022, the KNP Portfolio Properties are open and operating. Approximately 100.0% of rent has been collected since April 2021. Goodwill (32.9% of net rentable area; 18.5% of underwritten base rent) requested rent relief and its lease terms were restructured in March 2021. Goodwill has paid rent in full and on time since the restructured lease agreement was executed. As of February 22, 2022, the KNP Portfolio Mortgage Loan is not subject to any modification or forbearance request.

 

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

 

113 

 

Retail – Single Tenant Loan #8 Cut-off Date Balance:   $18,000,000
Property Addresses – Various KNP Portfolio Cut-off Date LTV:   60.0%
    U/W NCF DSCR:   2.12x
    U/W NOI Debt Yield:   8.9%

 

Underwritten Net Cash Flow. The following table presents certain information relating to the underwritten net cash flow at the KNP Portfolio Properties:

 

Cash Flow Analysis(1)

 

    U/W   %(2)   U/W $ per SF
Base Rent   $1,649,169(3) 95.5%   $26.31
Straight Line Rent   28,900   1.7   0.46
Grossed Up Vacant Space   0   0.0   0.00
Gross Potential Rent   $1,678,069   97.1%   $26.77
Other Income   0   0.0   0.00
Total Recoveries   49,662   2.9   0.79
Net Rental Income   $1,727,731   100.0%   $27.57
(Vacancy & Credit Loss)   (72,323)(4)   (4.3)   (1.15)
Effective Gross Income   $1,655,408 95.8%   $26.41
             
Real Estate Taxes   0   0.0   0.00
Insurance   0   0.0   0.00
Management Fee   49,662   3.0   0.79 
Other Operating Expenses   0   0.0   0.00
Total Operating Expenses   $49,662   3.0%   $0.79
             
Net Operating Income   $1,605,746   97.0%   $25.62
Replacement Reserves   13,521   0.8   0.22
TI/LC   46,983   2.8   0.75
Net Cash Flow   $1,545,242   93.3%   $24.65
             
NOI DSCR   2.20x        
NCF DSCR   2.12x        
NOI Debt Yield   8.9%        
NCF Debt Yield   8.6%        
(1)The borrower sponsor recently acquired the KNP Portfolio Properties in February 2022. As such, historical cash flows are not available.

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

(3)The U/W Base Rent includes $30,432 in rent steps through March 2023.

(4)The KNP Portfolio Properties were 100.0% occupied as of January 1, 2022.

 

Appraisals. According to the appraisals dated between October 26, 2021 and November 13, 2021, the KNP Portfolio Properties had an aggregate “as-is” appraised value of $30,025,000.

 

Environmental Matters. According to the Phase I environmental site assessments dated between June 15, 2021 and November 24, 2021, there was no evidence of any recognized environmental conditions at the KNP Portfolio Properties. Two controlled recognized environmental conditions were identified at the Sherwin Williams property relating to contamination from historical uses as a filling station, machine shops and an iron scrap yard, and to contamination at certain adjoining sites, and a business environmental risk was identified at the 7-Eleven property relating to its use as a gas station and operation of underground storage tanks. See “Description of the Mortgage Pool—Environmental Considerations” in the Preliminary Prospectus.

 

Market Overview and Competition. The KNP Portfolio Properties are located throughout seven states consisting of Minnesota (32.9% of net rentable area; 18.5% of underwritten base rent), Colorado (23.6% of net rentable area; 27.6% of underwritten base rent), Texas (17.9% of net rentable area; 18.4% of underwritten base rent), Illinois (11.9% of net rentable area; 9.8% of underwritten base rent), Wisconsin (5.6% of net rentable area; 7.5% of underwritten base rent), Nevada (4.7% of net rentable area; 11.2% of underwritten base rent) and Indiana (3.5% of net rentable area; 6.9% of underwritten base rent). The KNP Portfolio Properties are located in submarkets with vacancy rates ranging from 1.7% to 8.9% as of the fourth quarter of 2021, with a weighted average vacancy rate of 4.0%.

 

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

 

114 

 

Retail – Single Tenant Loan #8 Cut-off Date Balance:   $18,000,000
Property Addresses – Various KNP Portfolio Cut-off Date LTV:   60.0%
    U/W NCF DSCR:   2.12x
    U/W NOI Debt Yield:   8.9%

 

The table below presents certain market information with respect to the KNP Portfolio Properties:

 

Market Overview

 

Property City, State Net Rentable Area (SF)(1) Submarket(2) Submarket
Vacancy(2)
Submarket
Inventory
(SF)(2)
Submarket
NNN Rent
PSF(2)
UW Base Rent PSF(1)

Appraisal Market

Rent PSF 

Dollar Tree Thornton, CO 14,820 Northeast 4.5% 15,394,048 $21.36 $30.70 $31.00
Goodwill Forest Lake, MN 20,600 Rosedale 2.5% 17,056,848 $16.51 $14.84 $15.00
Jiffy Lube San Antonio, TX 2,889 North Central 4.9% 22,044,206 $20.68 $69.23 $69.23
7-Eleven Las Vegas, NV 2,919 Central East Las Vegas 8.9% 15,835,227 $22.67 $63.37 $65.00
O'Reilly Bensenville, IL 7,427 O’Hare 5.4% 12,972,537 $18.77 $21.76 $22.00
Sherwin Williams Milwaukee, WI 3,500 Third Ward/Walkers Pt 3.1% 1,910,210 $14.69 $35.50 $35.50
Starbucks(3) Bloomington, IN 2,200 Bloomington 1.7% 8,774,560 $15.54 $52.00 $52.00
Family Dollar Fort Worth, TX 8,320 East Fort Worth 4.8% 4,424,424 $14.70 $12.40 $12.50
Total/Weighted Average 62,675   4.0% 13,539,172 $18.03 $26.31 $26.55
(1)Information obtained from the underwritten rent roll.

(2)Information obtained from third party market research reports as of the fourth quarter of 2021.

(3)No submarket data for the Starbucks property was available. Market information is presented in the table above.

 

The following table presents certain demographic information with respect to the KNP Portfolio Properties:

 

Demographics Overview

 

Property Name Net Rentable Area (SF)(1) Allocated Cut-off Date Balance

% of

Cut-off Date Balance

Estimated 2021 Population (3-mile Radius)(2)

Estimated 2021 Average Household Income

(3-mile Radius)(2)

Estimated 2021 Population (5-mile Radius)(2)

Estimated 2021 Average Household Income 

(5-mile
Radius)(2)

Dollar Tree 14,820 $5,000,000 27.8% 169,852 $84,327 349,407 $96,559
Goodwill 20,600 $2,900,000 16.1% 19,653 $105,349 30,612 $111,348
Jiffy Lube 2,889 $2,200,000 12.2% 131,038 $77,617 350,939 $68,281
7-Eleven 2,919 $2,200,000 12.2% 156,641 $59,308 451,334 $59,130
O'Reilly 7,427 $1,800,000 10.0% 45,550 $101,354 213,487 $101,674
Sherwin Williams 3,500 $1,400,000 7.8% 191,491 $61,702 421,836 $64,047
Starbucks 2,200 $1,400,000 7.8% 16,669 $77,252 51,451 $57,584
Family Dollar 8,320 $1,100,000 6.1% 74,128 $64,806 219,400 $74,840
Total/Weighted Average 62,675 $18,000,000 100.0% 86,475 $87,676 209,664 $92,912
(1)Information obtained from the underwritten rent roll.

(2)Information obtained from third party market research reports.

 

Escrows.

 

Real Estate Taxes – The KNP Portfolio Mortgage Loan documents require an upfront real estate tax reserve of approximately $8,503 and ongoing monthly real estate tax reserves in an amount equal to one-twelfth of the real estate taxes that the lender estimates will be necessary to pay taxes over the then succeeding twelve months (initially approximately $3,270). The tenants at the Dollar Tree property, the Goodwill property, the Jiffy Lube property, the 7-Eleven property, the O’Reilly property and the Family Dollar property are obligated to pay real estate taxes directly to the applicable governmental authority and the lender has agreed to waive the real estate tax escrow with respect to such properties so long as all of the foregoing are true with respect to such property: (i) no event of default under the KNP Portfolio Mortgage Loan has occurred and is continuing, (ii) such property is its own separate tax lot and is not a portion of any other tax lot, (iii) the entire property is demised to one tenant, (iv) the lease is in full force and effect, (v) to the extent the tenant is a Material Tenant (as defined below) no Material Tenant Trigger Event (as defined below) has occurred and remains outstanding, (vi) the tenant is obligated pursuant to its lease to pay all real estate taxes directly to the applicable governmental authority, and (vii) the tenant is actually performing such obligation and the KNP Portfolio Borrower provides the lender with evidence of such performance in a timely manner. If any of the foregoing are not true with respect to a property, the KNP Portfolio Borrower will again be required to reserve real estate tax escrows with respect to such property.

 

Insurance – The KNP Portfolio Mortgage Loan documents require an upfront insurance reserve of approximately $6,732 and ongoing monthly insurance reserves in an amount equal to one-twelfth of the insurance premiums that the lender estimates will be payable for the renewal of the coverage afforded by the policies upon the expiration thereof (initially approximately $4,208).

 

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

 

115 

 

Retail – Single Tenant Loan #8 Cut-off Date Balance:   $18,000,000
Property Addresses – Various KNP Portfolio Cut-off Date LTV:   60.0%
    U/W NCF DSCR:   2.12x
    U/W NOI Debt Yield:   8.9%

 

Replacement Reserve – The KNP Portfolio Mortgage Loan documents require ongoing monthly replacement reserves of approximately $1,149, subject to a cap of $55,154.

 

Lockbox and Cash Management. The KNP Portfolio Mortgage Loan is structured with a hard lockbox and springing cash management, which springs into place upon the occurrence and continuance of a Cash Management Trigger Event (as defined below). The KNP Portfolio Borrower, Master Tenant and property manager are required to direct the tenants to pay rent directly into the lockbox account, and to deposit any rents otherwise received in such account within one business day after receipt. During the continuance of a Cash Management Trigger Event, all funds in the lockbox account are required to be swept each business day to a lender-controlled cash management account and disbursed in accordance with the KNP Portfolio Mortgage Loan documents, and all excess funds on deposit in the cash management account (after payment of required monthly reserve deposits, the debt service payment on the KNP Portfolio Mortgage Loan, operating expenses and cash management bank fees) is required to be applied as follows: (a) if a Material Tenant Trigger Event has occurred and is continuing, to a material tenant rollover account, (b) if a Cash Sweep Trigger Event (as defined below) has occurred and is continuing, to the lender-controlled excess cash flow account or (c) if no Material Tenant Trigger Event or Cash Sweep Trigger Event has occurred and is continuing, to the KNP Portfolio Borrower.

 

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

 

(i)the occurrence of an event of default;

(ii)any bankruptcy action involving the KNP Portfolio Borrower, the guarantor, the sponsor, the key principal (Michael Packman), the Master Tenant or the property manager;

(iii)the trailing 12-month period debt service coverage ratio falling below 1.65x;

(iv)the indictment for fraud or misappropriation of funds of the KNP Portfolio Borrower, the guarantor, the sponsor, the key principal, any SPC Party (as defined below), the Master Tenant or an affiliated or third party property manager (provided that, in the case of the third party property manager, such fraud or misappropriation is related to the KNP Portfolio Properties), or any director or officer of the aforementioned;

(v)a Material Tenant Trigger Event; or

(vi)a Cash Sweep O’Reilly Restoration Trigger Event (as defined below).

 

An “SPC Party” means each of the KNP Portfolio Borrower’s signatory trustees (including, as of the origination date, Keystone 1031 Net Leased Portfolio II ST, LLC), general partners or managing members, as applicable.

 

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

 

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

with regard to clause (ii) above, the filing being discharged or dismissed within 90 days for the KNP Portfolio Borrower, the guarantor, the sponsor, the key principal or the Master Tenant, or within 120 days for the property manager, and the lender’s determination that such filing does not materially increase the KNP Portfolio Borrower’s, the guarantor’s, the sponsor’s, the key principal’s or the Master Tenant’s monetary obligations, or materially and adversely affect the guarantor’s, the sponsor’s, the key principal’s, the Master Tenant’s or the property manager’s ability to carry out their obligations under the KNP Portfolio Mortgage Loan documents, as applicable, or, in the case of the property manager, the replacement of the property manager with a third party property manager that constitutes a qualified property manager under the KNP Portfolio Mortgage Loan documents;

with regard to clause (iii) above, the trailing 12-month debt service coverage ratio being at least 1.77x for two consecutive calendar quarters;

with regard to clause (iv) above, the dismissal of the applicable indictment with prejudice or acquittal of the applicable person, or the replacement of the property manager with a third party property manager that constitutes a qualified property manager under the KNP Portfolio Mortgage Loan documents;

with regard to clause (v) above, a Material Tenant Trigger Event Cure (as defined below); or

with regard to clause (vi) above, once a complete restoration of the O’Reilly property has occurred.

 

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

 

(i)the occurrence of an event of default;

(ii)any bankruptcy action involving the KNP Portfolio Borrower, the guarantor, the sponsor, the key principal, the Master Tenant or an affiliated property manager;

(iii)the trailing 12-month period debt service coverage ratio falling below 1.65x; or

(iv)a Cash Sweep O’Reilly Restoration Trigger Event.

 

A Cash Sweep Trigger Event will end upon the occurrence of the following:

 

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

with regard to clause (ii) above, the filing being discharged or dismissed within 90 days for the KNP Portfolio Borrower, the guarantor, the sponsor, the key principal or the Master Tenant, or within 120 days for the property manager, and the lender’s determination that such filing does not materially increase the KNP Portfolio Borrower’s, the guarantor’s, the sponsor’s, the key principal’s or the Master Tenant’s monetary obligations, or materially and adversely affect the guarantor’s, the sponsor’s the key principal’s, the Master Tenant’s or the property manager’s ability to carry out their obligations under the KNP Portfolio Mortgage Loan documents, as applicable, or, in the case of the property manager, the replacement of the property manager

 

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

 

116 

 

Retail – Single Tenant Loan #8 Cut-off Date Balance:   $18,000,000
Property Addresses – Various KNP Portfolio Cut-off Date LTV:   60.0%
    U/W NCF DSCR:   2.12x
    U/W NOI Debt Yield:   8.9%

 

with a third party property manager that constitutes a qualified property manager under the KNP Portfolio Mortgage Loan documents;

with regard to clause (iii) above, the trailing 12-month debt service coverage ratio being at least 1.77x for two consecutive calendar quarters; or

with regard to clause (iv) above, once a complete restoration of the O’Reilly property has occurred.

 

A “Material Tenant Trigger Event” will commence upon the occurrence of any of the following:

 

(i)a Material Tenant giving notice of its intention to terminate, cancel or not to extend or renew its lease, or if a Material Tenant has more than one Material Tenant lease, any of the foregoing with respect to any of its leases;

(ii)on or prior to the date that is six months prior to the then applicable expiration date under the applicable Material Tenant lease, or if such Material Tenant has more than one Material Tenant lease, under any of its leases, if the Material Tenant does not extend or renew any such Material Tenant lease;

(iii)on or prior to the date a Material Tenant is required under its Material Tenant lease, or if such Material Tenant has more than one Material Tenant lease, under any of its leases, to notify the borrower of its election to extend or renew its lease, if such Material Tenant does not give notice under any such lease;

(iv)an event of default under a Material Tenant lease occurring and continuing beyond any applicable notice and/or cure period;

(v)a bankruptcy action of a Material Tenant or guarantor of any Material Tenant lease occurring;

(vi)a Material Tenant lease being terminated or no longer being in full force and effect provided that, with respect to a partial lease termination or series of partial lease terminations, such Material Tenant terminates (or has terminated) or is no longer in full force and effect with respect to 20% or more of such Material Tenant's initial leased square footage at the applicable property;

(xii)a Material Tenant “going dark”, vacating, ceasing to occupy or ceasing to conduct business in the ordinary course at any of the KNP Portfolio Properties or a portion thereof constituting 20% or more of the total net rentable square footage at the respective property (other than temporary cessation of operations in connection with remodeling, renovation or restoration of its leased premises); provided, however, so long as the Dollar Tree sublease is in effect, for purposes of this clause (vii), (x) Walgreen Co. not being in occupancy or conducting business in its Material Tenant space will not be a breach of this clause (vii), and (y) Dollar Tree will be the Material Tenant for purposes of this clause (vii); or

(xiii)if the senior unsecured debt rating or the long term rating of Dollar Tree or any lease guarantor with respect to Dollar Tree fails to satisfy a senior unsecured debt rating of at least “Baa3” by Moody’s and a long term rating of at least “BBB-” by S&P and Fitch (or their equivalents by any other rating agencies rating the Certificates) (the “Required Ratings”).

 

A “Material Tenant Trigger Event Cure” will commence upon the occurrence of any of the following:

 

with regard to clause (i) above, the date that (x) the applicable Material Tenant revokes or rescinds all termination or cancellation notices, (y) the applicable Material Tenant lease is extended on terms satisfying the requirements of the KNP Portfolio Mortgage Loan documents or (z) all or substantially all of the applicable Material Tenant space is leased to a replacement tenant on terms satisfying the requirements of the KNP Portfolio Mortgage Loan documents;

with regard to clause (ii) above, the date that (x) the applicable Material Tenant lease is extended on terms satisfying the requirements of the KNP Portfolio Mortgage Loan documents or (y) all or substantially all of the applicable Material Tenant space is leased to a replacement tenant on terms satisfying the requirements of the KNP Portfolio Mortgage Loan documents;

with regard to clause (iii) above, the date that (x) the applicable Material Tenant lease is extended on terms satisfying the requirements of the KNP Portfolio Mortgage Loan documents or (y) all or substantially all of the applicable Material Tenant space is leased to a replacement tenant on terms satisfying the requirements of the KNP Portfolio Mortgage Loan documents;

with regard to clause (iv) above, a cure of the applicable event of default;

with regard to clause (v) above, the affirmation of the Material Tenant lease in the applicable bankruptcy proceeding and confirmation that the Material Tenant is actually paying all rents and other amounts under its lease (or, if applicable, the discharge or dismissal of the applicable Material Tenant lease guarantor from the applicable bankruptcy proceeding; provided that such bankruptcy (after dismissal or discharge) does not have an adverse effect on such Material Tenant lease guarantor’s ability to perform its obligations under its lease guaranty) or solely in connection with a bankruptcy proceeding of a lease guarantor, a substitute guarantor acceptable to lender in its sole discretion shall have assumed the lease guarantor’s obligations under the applicable Master Lease, the insolvent guarantor is released as a guarantor, and the substitute guarantor assumes all liability under the applicable Master Lease on a past, present and future basis;

with regard to clause (vi) above, all or substantially all (or in connection with a partial termination, the applicable portion) of the applicable Material Tenant space being leased to a replacement tenant on terms satisfying the requirements of the KNP Portfolio Mortgage Loan documents;

with regard to clause (vii) above, the Material Tenant re-commencing its normal business operations at its Material Tenant space; or

with regard to clause (viii) above, the senior unsecured debt rating or the long term rating of the applicable Material Tenant or the applicable lease guarantor is subsequently raised or otherwise modified such that it satisfies the Required Ratings.

 

A “Material Tenant” means (i) Goodwill, (ii) Walgreens (so long as the Dollar Tree sublease is in effect, Dollar Tree) or (iii) any tenant at the KNP Portfolio Properties that, together with its affiliates, either (a) leases no less than 20% of the total rentable square footage of the aggregate of the KNP Portfolio Properties or (b) accounts for (or would account for) no less than 20% of the total in-place base rent at the aggregate of the KNP Portfolio Properties.

A “Cash Sweep O’Reilly Restoration Trigger Event” means in the event of a casualty or condemnation with respect to the O’Reily property, O’Reilly fails to (1) cause the restoration of the O’Reilly property within the time frames provided in its lease, or (2) terminate

 

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

 

117 

 

Retail – Single Tenant Loan #8 Cut-off Date Balance:   $18,000,000
Property Addresses – Various KNP Portfolio Cut-off Date LTV:   60.0%
    U/W NCF DSCR:   2.12x
    U/W NOI Debt Yield:   8.9%

 

the O’Reilly lease and pay over to the KNP Portfolio Borrower all of the insurance proceeds payable to O’Reilly under its lease (or an amount equal to the insurance proceeds that would have been available to O’Reilly to the extent O’Reilly maintained the coverage required under its lease); provided, that, upon payment of such insurance proceeds to the KNP Portfolio Borrower, such proceeds will be deemed to be net proceeds and will be deposited with the lender.

 

Property Management. The KNP Portfolio Properties are managed by REIS Associates LLC, a third-party property manager.

 

Partial Release. The KNP Portfolio Borrower may obtain a release of an individual property from the lien of the mortgage, subject to satisfaction of certain conditions including, but not limited to (i) defeasance (or during the open period, prepayment) in an amount equal to 115% of the allocated loan amount, (ii) the debt service coverage ratio after the release is no less than the greater of (a) the debt service coverage ratio prior to the release and (b) the debt service coverage ratio at origination, (iii) the loan-to-value ratio after the release is no more than the lesser of (a) the loan-to-value ratio prior to the release and (b) the loan-to-value ratio at origination, (iv) the debt yield after release is no less than the greater of (a) the debt yield prior to the release and (b) the debt yield at origination and (v) certain REMIC related conditions are satisfied.

 

Real Estate Substitution. Not permitted.

 

Subordinate and Mezzanine Indebtedness. Not permitted.

 

Ground Lease. None.

 

Rights of First Refusal. The sole tenant at each of the Dollar Tree property, the Goodwill property, and the O’Reilly property has a right of first refusal to purchase the related property. With respect to the Dollar Tree property, the right of first refusal is in favor of the prime tenant, Walgreen Co. Dollar Tree does not have its own right of first refusal and does not have the right to cause Walgreen Co. to exercise its right of first refusal. Pursuant to subordination, non-disturbance and attornment agreements (“SNDAs”), with respect to the Dollar Tree property and Goodwill Property, such rights have been waived in connection with a foreclosure or deed-in-lieu of foreclosure (and in the case of the Goodwill property, the first sale by the lender after such an event), but will apply to subsequent transfers. With respect to the O’Reilly property, the related SNDA did not contain a waiver of such rights, and accordingly such rights may apply to a foreclosure or deed-in-lieu of foreclosure.

 

Terrorism Insurance. The KNP Portfolio Mortgage Loan documents require that the “all risk” insurance policy required to be maintained by the KNP Portfolio Borrower provides coverage for terrorism in an amount equal to the full replacement cost of the KNP Portfolio Properties, as well as business interruption insurance covering no less than the 12-month period following the occurrence of a casualty event, together with a 6-month extended period of indemnity.

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

 

118 

 

 

Industrial - Various Loan #9 Cut-off Date Balance:   $17,520,000

Property Addresses - Various

Various, Various

GS Foods Portfolio

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

 

67.2%

1.45x

8.6%

 

 

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

 

119 

 

 

Industrial - Various Loan #9 Cut-off Date Balance:   $17,520,000

Property Addresses - Various

Various, Various

GS Foods Portfolio

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

 

67.2%

1.45x

8.6%

 

 

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

 

120 

 

 

No. 9 – GS Foods Portfolio
 
Mortgage Loan Information   Mortgaged Property Information
Mortgage Loan Seller: Wells Fargo Bank, National Association   Single Asset/Portfolio: Portfolio

Credit Assessment

(Fitch/KBRA/Moody’s):

NR/NR/NR   Property Type – Subtype: Industrial – Various
Original Principal Balance(1): $17,520,000   Location: Various – See Table
Cut-off Date Balance(1): $17,520,000   Size: 516,288 SF
% of Initial Pool Balance: 3.3%   Cut-off Date Balance Per SF(1): $111.41
Loan Purpose: Acquisition   Maturity Date Balance Per SF(1): $100.93
Borrower Sponsor: Angelo, Gordon & Co., LP   Year Built/Renovated: Various – See Table
Guarantors: AG Net Lease IV Corp., AG Net Lease IV (Q) Corp. and AG Net Lease Realty Fund IV Investments (H-1), L.P.   Title Vesting: Fee
Mortgage Rate: 3.7900%   Property Manager: Tenant-managed
Note Date: December 22, 2021   Current Occupancy (As of)(4): 100.0% (12/27/2021)
Seasoning: 3 months   YE 2020 Occupancy(5): NAV
Maturity Date: January 11, 2032   YE 2019 Occupancy(5): NAV
IO Period: 60 months   YE 2018 Occupancy(5): NAV
Loan Term (Original): 120 months   YE 2017 Occupancy(5): NAV
Amortization Term (Original): 360 months   As-Is Appraised Value(4): $85,540,000
Loan Amortization Type: Interest Only, Amortizing Balloon   As-Is Appraised Value Per SF(4): $165.68
Call Protection(2): L(27),DorYM1(86),O(7)   As-Is Appraisal Valuation Date(6): Various
Lockbox Type: Hard/Springing Cash Management      
Additional Debt(1): Yes   Underwriting and Financial Information(4)
Additional Debt Type (Balance)(1): Pari Passu ($40,000,000)   TTM NOI(5): NAV
      YE 2020 NOI(5): NAV
      YE 2019 NOI(5): NAV
      YE 2018 NOI(5): NAV
      U/W Revenues: $5,070,669
      U/W Expenses: $152,120
Escrows and Reserves(3)   U/W NOI: $4,918,549
  Initial Monthly Cap   U/W NCF: $4,667,023
Taxes $0 Springing NAP   U/W DSCR based on NOI/NCF(1): 1.53x / 1.45x
Insurance $0 Springing NAP   U/W Debt Yield based on NOI/NCF(1): 8.6% / 8.1%
Replacement Reserve $0 Springing NAP   U/W Debt Yield at Maturity based on NOI/NCF(1):  9.4% / 9.0%
          Cut-off Date LTV Ratio(1):  67.2%
          LTV Ratio at Maturity(1):  60.9%
             
               
Sources and Uses
Sources         Uses      
Loan Amount $57,520,000   65.0%   Purchase Price $87,737,727   99.1%
Sponsor Equity 31,021,505   35.0      Closing Costs 803,778   0.9  
Total Sources $88,541,505   100.0%       Total Uses $88,541,505   100.0% 
(1)The GS Foods Portfolio Mortgage Loan (as defined below) is part of the GS Foods Portfolio Whole Loan (as defined below) which is comprised of two pari passu promissory notes with an original aggregate principal balance of $57,520,000. The Cut-off Date Balance per square foot, Maturity Date Balance per square foot, U/W Debt Yield based on NOI/NCF, U/W Debt Yield at Maturity Date based on NOI/NCF, U/W DSCR based on NOI/NCF, Cut-off Date LTV Ratio and LTV Ratio at Maturity numbers presented above are based on the GS Foods Portfolio Whole Loan.

(2)At any time after the earlier of (i) December 22, 2024 and (ii) two years from the closing date of the securitization that includes the last pari passu note of the GS Foods Portfolio Whole Loan to be securitized, the borrower has the right to defease or pay off the GS Foods Portfolio Whole Loan with a yield maintenance premium. Additionally, the borrower may prepay the GS Foods Portfolio Whole Loan with 30 days’ notice on or after July 11, 2031.

(3)See “Escrow and Reserves” section.

(4)The novel coronavirus pandemic is an evolving situation and could impact the GS Foods Portfolio Whole Loan more severely than assumed in the underwriting of the GS Foods Portfolio Whole Loan and could adversely affect the NOI, NCF and occupancy information, as well as the appraised value and the DSCR, LTV and Debt Yield metrics presented above and herein. See "Risk Factors—Risks Related to Market Conditions and Other External Factors—The Coronavirus Pandemic Has Adversely Affected the Global Economy and Will Likely Adversely Affect the Performance of the Mortgage Loans" in the Preliminary Prospectus.

(5)Historical occupancy and historical operating history are not available, as the borrower sponsor recently acquired the GS Foods Portfolio Properties (as defined below) in a sale-leaseback transaction, and leases were not previously in-place.

(6)The appraisal valuation dates range from November 1, 2021 to November 22, 2021.

 

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

 

121 

 

 

Industrial - Various Loan #9 Cut-off Date Balance:   $17,520,000

Property Addresses - Various

Various, Various

GS Foods Portfolio

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

 

67.2%

1.45x

8.6%

 

The Mortgage Loan. The mortgage loan (the “GS Foods Portfolio Mortgage Loan”) is part of a whole loan (the “GS Foods Portfolio Whole Loan”) secured by first priority fee interests in six industrial properties totaling 516,288 square feet and located in Missouri, Connecticut, Louisiana, and Ohio (the “GS Foods Portfolio Properties”). The GS Foods Portfolio Whole Loan has an original aggregate principal balance of $57,520,000 and is comprised of two pari passu notes (A-1 $40,000,000; A-2 $17,520,000). The GS Foods Portfolio Whole Loan will be serviced under the pooling and servicing agreement for the BANK 2022-BNK40 securitization trust. See “Description of the Mortgage Pool—The Whole Loans—The Non-Serviced Pari Passu Whole Loans” and “Pooling and Servicing Agreement” in the Preliminary Prospectus.

 

Note Summary

 

Notes Original Balance Cut-off Date Balance Note Holder Controlling Piece
A-1 $40,000,000 $40,000,000 BANK 2022-BNK40 Yes
A-2 $17,520,000 $17,520,000 WFCM 2022-C62 No
Total $57,520,000 $57,520,000    

 

The Borrower and Borrower Sponsors. The borrower is AGNL PB&J, L.L.C. (the “GS Foods Portfolio Borrower”), a Delaware limited liability company with one independent director. Legal counsel to the borrower delivered a non-consolidation opinion in connection with the origination of the GS Foods Portfolio Whole Loan. The non-recourse carveout guarantor is AG Net Lease IV Corp., AG Net Lease IV (Q) Corp. and AG Net Lease Realty Fund IV Investments (H-1), L.P. (collectively the “GS Foods Portfolio Guarantor”).

 

The borrower sponsor is Angelo, Gordon & Co., LP (“Angelo, Gordon & Co.”), a privately-held investment firm that is the parent company to the GS Foods Portfolio Guarantor. Angelo, Gordon & Co. manages approximately $48 billion across a range of asset classes. Angelo, Gordon & Co. began investing in real estate within the United States in 1993 and has acquired approximately $35 billion of properties in the country.

 

The Properties. The GS Foods Portfolio Properties consist of six one- and two-story, single-tenant, industrial buildings located in Missouri (two properties, 52.4% of net rentable area), Connecticut (one property, 25.5% of net rentable area), Louisiana (one property, 12.8% of net rentable area), and Ohio (two properties, 9.3% of net rentable area). Built between 1954 and 1998, the properties range in size from 19,947 square feet to 197,571 square feet. Four properties were renovated between 1988 and 2018. Each of the GS Foods Portfolio Properties contains 10 to 106 surface parking spaces with parking ratios ranging from 0.4 to 3.5 spaces per 1,000 square feet of rentable area. As of December 27, 2021, the GS Foods Portfolio Properties were 100.0% leased to five entities, each of which is a subsidiary of GS Foods, Inc (“GS Foods”). All six leases run through December 31, 2041 with two, 10-year renewal options and no termination options.

 

Kansas City, MO

 

The Kansas City, MO property is a 197,571 square foot, single-story cold storage property located in North Kansas City, Missouri. Built in 1954 and most recently renovated in 2018, the property is situated on 8.0 acres of land and contains 101 surface parking spaces, resulting in a parking ratio of 0.5 spaces per 1,000 square feet of rentable area. The building contains 20-foot ceiling heights and 32 dock high doors. The property contains approximately 130,000 square feet of cold storage space. The building is 100.0% leased and occupied by C&C Produce, LLC, a subsidiary of GS Foods that specializes in the distribution of produce products.

 

Wallingford, CT

 

The Wallingford, CT property is a 131,671 square foot, two-story warehouse/cold storage distribution property located north of New Haven, Connecticut. Built in 1990, the property is situated on 25.8 acres of land and includes 30-foot ceiling heights and 14 dock high doors. The property is comprised of 53% dry storage, 37% cold storage, and 8.9% office space. The building is 100.0% leased and occupied by Thurston Foods, a subsidiary of GS Foods that operates as a full-service food distributor based in Wallingford, Connecticut.

 

Wright City, MO

 

The Wright City, MO property is a 73,000 square foot, single-story cold storage warehouse property built in 1984 and renovated in 2007. The property is situated on 12.7 acres of land and contains 32 parking spaces, resulting in a parking ratio of 0.4 spaces per 1,000 square feet of rentable area. The building contains 30-foot ceiling heights and 9 dock high doors. The property contains 65,700 square feet of cold storage space. The building is 100.0% leased and occupied by Gold Star Foods.

 

Ponchatoula, LA

 

The Ponchatoula, LA property is a 65,989 square foot, single-story cold storage/warehouse/distribution property located near New Orleans, Louisiana. Built in 1998, the property is situated on 7.6 acres of land and contains 40 parking spaces, resulting in a parking ratio of 0.6 spaces per 1,000 square feet of rentable area. The property also includes 20-foot clear ceiling heights, 8 dock high doors, and contains 55% refrigerator/freezer space. The building is 100.0% leased to Pon Food Corp, a subsidiary of GS Foods that serves as a frozen food retail distributor.

 

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

 

122 

 

 

Industrial - Various Loan #9 Cut-off Date Balance:   $17,520,000

Property Addresses - Various

Various, Various

GS Foods Portfolio

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

 

67.2%

1.45x

8.6%

 

319 St. Mary’s, OH

 

The 319 St. Mary’s, OH property is a single-story, 28,110 square foot cold storage warehouse facility built in 1985 and renovated in 1988 and located outside of Columbus, Ohio. The property is situated on 2.1 acres of land and contains 10 parking spaces, resulting in a parking ratio of 0.4 spaces per 1,000 square feet of rentable area. The building includes 28,060 square feet of cold storage space and 3,000 SF of office space. The building also contains 24-foot ceiling heights and three dock high doors. The property is 100.0% leased to Classic Delight, a subsidiary of GS Foods that provides a range of handheld food items.

 

310 St. Mary’s, OH

 

The 310 St. Mary’s, OH property is a two-story, 19,947 square foot cold storage/manufacturing/warehouse facility built in 1972 and renovated in 1993 and located outside of Columbus, Ohio. The property is situated on 3.5 acres of land and contains 70 parking spaces, resulting in a parking ratio of 3.5 spaces per 1,000 square feet of rentable area. The property includes 16,540 square feet of production, warehouse, and cold storage space, as well as 3,600 square feet of office space. The building also contains 22-foot ceiling heights and five dock high doors. The property is 100.0% leased to Classic Delight, a subsidiary of GS Foods.

 

Major Tenant

 

GS Foods Group is a specialized food distribution company that services educational facilities, correction centers, non-profit organizations, and business and healthcare industries. GS Foods Group is the parent company under the lease for each property within the GS Foods Portfolio. GS Foods’ independent subsidiaries collectively serve more than 8,000 customers nationwide. The parent company was founded in 1966 and is headquartered in Ontario, California.

 

The following table presents certain information relating to the GS Foods Portfolio Properties:

 

Tenant Name

Property Name

Year Built / Renovated Square Feet Cut-off Date Balance(1) Cut-off Date Balance PSF(1) % of Total Balance Appraised Value U/W NCF

C&C Produce

Kansas City, MO

1954 / 2018 197,571 $24,678,326 $124.91 42.9% $36,700,000 $2,082,155

Thurston Foods

Wallingford, CT

1990 / NAP 131,671 $14,591,817 $110.82 25.4% $21,700,000 $1,162,924

Gold Star Foods

Wright City, MO

1984 / 2007 73,000 $9,346,832 $128.04 16.2% $13,900,000 $698,490

Pon Food Corp

Ponchatoula, LA

1998 / NAP 65,989 $4,908,768 $74.39 8.5% $7,300,000 $399,593

Classic Delight

319 St. Mary’s, OH

1985 / 1988 28,110 $2,346,794 $83.49 4.1% $3,490,000 $192,591

Classic Delight

310 St. Mary’s, OH

1972 / 1993 19,947 $1,647,463 $82.59 2.9% $2,450,000 $131,270
Total/Weighted Average   516,288 $57,520,000 $111.41 100.0% $85,540,000 $4,667,023
(1)The balances shown are related to the Cut-off Date Balance and Cut-off Date Balance PSF of the GS Foods Portfolio Whole Loan.

 

Major Tenants

 

Tenant Name Credit Rating (Fitch/KBRA/S&P) Tenant NRSF % of NRSF Annual U/W Base Rent PSF Annual U/W Base Rent % of Total Annual U/W Base Rent Lease Expiration Date Ext. Options Term. Option (Y/N)
                   
Major Tenants                  
C&C Produce, LLC NR/NR/NR 197,571 38.3% $11.49 $2,270,520 43.8% 12/31/2041 2, 10-yr N
Thurston Foods NR/NR/NR 131,671 25.5% $10.07 $1,326,016 25.6% 12/31/2041 2, 10-yr N
Gold Star Foods NR/NR/NR 73,000 14.1% $10.71 $781,830 15.1% 12/31/2041 2, 10-yr N
Pon Food Corp NR/NR/NR 65,989 12.8% $6.72 $443,700 8.6% 12/31/2041 2, 10-yr N
Classic Delight(1) NR/NR/NR 48,057 9.3% $7.56 $363,360 7.0% 12/31/2041 2, 10-yr N
                   
Collateral Total   516,288 100.0% $10.04 $5,185,426 100.0%      
                   
(1)Classic Delight occupies two spaces: 28,110 square feet at the 319 St. Mary’s, OH property with an annual underwritten base rent of $7.60 per square foot and 19,947 square feet at the 310 St. Mary’s, OH property with an annual underwritten base rent of $7.50 per square foot. Both leases expire December 31, 2041 with two, 10-year extension options and no termination options.

 

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

 

123 

 

 

Industrial - Various Loan #9 Cut-off Date Balance:   $17,520,000

Property Addresses - Various

Various, Various

GS Foods Portfolio

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

 

67.2%

1.45x

8.6%

 

The following table presents certain information relating to the lease rollover schedule at the GS Foods Portfolio Properties:

 

Lease Expiration Schedule(1)

 

Year Ending
 December 31,
No. of Leases Expiring Expiring NRSF % of Total NRSF Cumulative Expiring NRSF Cumulative % of Total NRSF Annual
 U/W
Base Rent
% of Total Annual U/W Base Rent Annual
 U/W
Base Rent
 PSF
MTM 0 0 0.0% 0 0.0% $0 0.0% $0.00
2022 0 0 0.0% 0 0.0% $0 0.0% $0.00
2023 0 0 0.0% 0 0.0% $0 0.0% $0.00
2024 0 0 0.0% 0 0.0% $0 0.0% $0.00
2025 0 0 0.0% 0 0.0% $0 0.0% $0.00
2026 0 0 0.0% 0 0.0% $0 0.0% $0.00
2027 0 0 0.0% 0 0.0% $0 0.0% $0.00
2028 0 0 0.0% 0 0.0% $0 0.0% $0.00
2029 0 0 0.0% 0 0.0% $0 0.0% $0.00
2030 0 0 0.0% 0 0.0% $0 0.0% $0.00
2031 0 0 0.0% 0 0.0% $0 0.0% $0.00
2032 0 0 0.0% 0 0.0% $0 0.0% $0.00
Thereafter 6 516,288 100.0% 516,288 100.0% $5,185,426 100.0% $10.04
Vacant 0 0 0.0% 516,288 100.0% $0 0.0% $0.00
Total/Weighted Average 6 516,288 100.0%     $5,185,426 100.0% $10.04
(1)Information obtained from underwritten rent roll as of December 27, 2021

 

The following table presents historical occupancy percentages at the GS Foods Portfolio Properties:

 

Historical Occupancy

 

12/31/2017(1)

12/31/2018(1)

12/31/2019(1)

12/31/2020(1)

12/27/2021(2)

NAV NAV NAV NAV 100.0%
(1)Historical occupancy and historical operating history are not available, as the borrower sponsor recently acquired the GS Foods Portfolio Properties in a sale-leaseback transaction, and leases were not previously in-place.

(2)Information obtained from the underwritten rent roll.

 

COVID-19 Update. As of December 27, 2021 the GS Foods Portfolio Properties were open and operating with no outstanding tenant rent relief agreements.

 

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

 

124 

 

 

Industrial - Various Loan #9 Cut-off Date Balance:   $17,520,000

Property Addresses - Various

Various, Various

GS Foods Portfolio

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

 

67.2%

1.45x

8.6%

 

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

 

Cash Flow Analysis(1)

 

  U/W %(2) U/W $
per SF
Base Rent $5,185,426 97.3% $10.04
Grossed Up Vacant Space

0

0.0

0.00

Gross Potential Rent $5,185,426 97.3% $10.04
Total Recoveries

144,514

2.7

0.28

Net Rental Income $5,329,940 100.0% $10.32
(Vacancy & Credit Loss)

(259,271)(3)

5.0

(0.50)

Effective Gross Income $5,070,669 95.1% $9.82
       
Management Fee 152,120 3.0 0.29
Total Operating Expenses $152,120 3.0% $0.29
       
Net Operating Income

$4,918,549

97.0%

$9.53

Replacement Reserves 125,801 2.5 0.24
TI/LC 125,725 2.5 0.24
Net Cash Flow $4,667,023 92.0% $9.04
       
NOI DSCR(4) 1.53x    
NCF DSCR(4) 1.45x    
NOI Debt Yield(4) 8.6%    
NCF Debt Yield(4) 8.1%    
       
       
       
(1)Historical operating history is not available, as the borrower sponsor recently acquired the properties in a sale-leaseback transaction, and leases were not previously in-place.

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

(3)The underwritten economic vacancy is 5.0%. The GS Foods Portfolio Properties were 100.0% leased as of December 27, 2021.

(4)The NOI DSCR, NCF DSCR, NOI Debt Yield and NCF Debt Yield shown are based on the GS Foods Portfolio Whole Loan, which has an aggregate cut-off date balance of $57,520,000.

 

Appraisal. The aggregate of the appraiser’s “as-is” Appraised Values for the GS Foods Portfolio Properties is $85,540,000. The valuation dates range from November 1, 2021 to November 22, 2021.

 

Environmental Matters. According to the Phase I environmental site assessments of each individual property, with dates ranging from July 2, 2021 to November 29, 2021, there are two recognized environmental conditions at the Wallingford, CT property. The Phase I environmental site assessment states that (i) two 500-gallon containers of diesel exhaust fluid located in a storage shed were observed to indicate spillage, staining and stressed vegetation; and (ii) there are ongoing sampling and monitoring requirements associated with removal of approximately 40 tons of impacted soil following a 2019 leaking underground storage tank/ spill incident at the related property. The tenant is responsible under its lease for the required ongoing sampling and monitoring activities, and the loan documents include covenants requiring the borrower to use commercially reasonable efforts to satisfy its lease obligations.

 

The consultant provided a worst-case estimate with a statistical 90% confidence interval that the total cost for potential remediation had an upper-end range of $75,000. In lieu of a Phase II report, the borrower obtained a $375,000 environmental insurance policy with a $375,000 limit per claim on a 13-year term, which includes a $25,000 deductible per claim.

 

Market Overview and Competition. The GS Foods Portfolio Properties are located within metropolitan statistical areas of Kansas City, MO-KS (one property, 42.9% of the allocated loan amount), New Haven-Milford, CT (one property, 25.4% of the allocated loan amount), St. Louis, MO - IL (one property, 16.2% of the allocated loan amount), Hammond, LA (one property, 8.5% of the allocated loan amount), and Lima, OH (two properties, 6.9% of the allocated loan amount).

 

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

 

125 

 

 

Industrial - Various Loan #9 Cut-off Date Balance:   $17,520,000

Property Addresses - Various

Various, Various

GS Foods Portfolio

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

 

67.2%

1.45x

8.6%

 

The following table presents certain local demographic data related to the GS Foods Portfolio Properties:

 

Property Name – Location 2021 Population
(within 1-mi. / 3-mi. / 5-mi. Radius)
2021 Average Household Income
(within 1-mi. / 3-mi. / 5-mi. Radius)
Kansas City, MO – 1100 Atlantic Street 118 / 57,986 / 201,204 $57,367 / $60,833 / $56,667
Wallingford, CT – 30 Thurston Drive 1,966 / 44,252 / 106,670 $128,365 / $96,199 / $90,812
Wright City, MO – 401 East South 1st Street 1,163 / 6,110 / 11,865 $70,213 / $97,783 / $98,011
Ponchatoula, LA – 101 Industrial Park Boulevard 3,364 / 15,009 / 35,231 $62,758 / $68,926 / $71,883
319 St. Mary’s, OH – 319 South Park Drive(1) 1,346 / 10,725 / 14,865 $58,919 / $70,194 / $75,042
310 St. Mary’s, OH – 310 South Park Drive(1) 1,346 / 10,725 / 14,865 $58,919 / $70,194 / $75,042
(1)The population and household income statistics presented are as-of 2018, which is the latest information available for the respective submarkets.

 

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

 

Market Rent Summary(1)

 

 Property Name - Location Market
Rent
(PSF)
Lease
Term
(Years)
Concessions

Lease Type
(Reim-

bursements)

Rent
Increase
Projection
Tenant
Improvements
(New Tenants)
(PSF)
Tenant
Improvements
(Renewals)
(PSF)
Kansas City, MO – 1100 Atlantic Street $7.00 10.2 2 mos. NNN 2.0% per annum $2.00 $0.50
Wallingford, CT – 30 Thurston Drive $9.50 10 0 mos. NNN 2.0% per annum $1.00 $0.25
Wright City, MO – 401 East South 1st Street $9.25 10 2 mos. NNN 2.0% per annum $2.00 $0.50
Ponchatoula, LA – 101 Industrial Park Boulevard $6.75 10 0 mos. Absolute Net 2.0% each two years $1.00 $0.50
319 St. Mary’s, OH – 319 South Park Drive $6.75 10 0 mos. NNN 2.0% per annum $1.00 $0.25
310 St. Mary’s, OH – 310 South Park Drive $7.25 10 0 mos. NNN 2.0% per annum $1.00 $0.25
(1)Information obtained from the appraisals.

 

Escrows.

 

Real Estate Taxes – Ongoing monthly reserves for real estate taxes are not required as long as (A)(i) no event of default has occurred and is continuing; (ii) the current leases are in full force and effect, (iii) GS foods pays all applicable taxes required under leases, and (iv) GS Foods delivers evidence of tax payments, or (B)(i) no event of default shall has occurred and is continuing; and (ii) the GS Foods Portfolio Borrower pays all taxes to appropriate governmental authority and provided evidence to lender thereof.

 

Insurance – Ongoing monthly reserves for insurance are not required as long as (A)(i) no event of default has occurred and is continuing; (ii) the policies maintained by the GS Foods Portfolio Borrower are part of a blanket or umbrella policy approved by the lender in its reasonable discretion, including, without limitation, approval of the schedule of locations and values and (iii) the GS Foods Portfolio Borrower provides the lender with paid receipts for the payment of the insurance premiums by no later than 10 business days prior to the expiration dates; or (B)(1) the major tenant lease is in full force and effect; (2) no event of default has occurred and is continuing; (3) tenants maintain all policies in full force and effect; and (4) the lender receives evidence reasonably satisfactory that all insurance premiums have been timely paid together with the evidence of renewals of such policies.

 

Replacement Reserves – Ongoing monthly reserves for replacements are not required as long as (A) no Cash Trap Event Period exists and the major tenant is required under its lease to pay and perform the obligations and liabilities for which the replacement reserve subaccount was established, or (B) a Cash Trap Event Period exists and the GS Foods Portfolio Borrower is maintaining the property in accordance with the terms and provisions of the major tenant lease.

 

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

 

126 

 

 

Industrial - Various Loan #9 Cut-off Date Balance:   $17,520,000

Property Addresses - Various

Various, Various

GS Foods Portfolio

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

 

67.2%

1.45x

8.6%

 

Lockbox and Cash Management. The GS Foods Portfolio Whole Loan is structured with a hard lockbox and springing cash management. The GS Foods Portfolio Borrower is required to direct the tenant to pay rent directly into a deposit account, and to deposit any rents otherwise received in such account within two business day after receipt.  If no Cash Trap Event Period exists, all excess cash flow will be disbursed to, or at the written direction, of the GS Foods Portfolio Borrower. During the continuance of a Cash Trap Event Period, all funds in the cash management account will be applied according to the cash management agreement, and excess cash flow will be held by the lender as additional collateral.

 

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

 

(i)the occurrence of an event of default under the loan documents;

(ii)the major tenant vacates, fails to occupy or ceases normal business operations at the property;

(iii)the major tenant becomes a debtor in a bankruptcy, insolvency or similar proceeding or action;

(iv)the major tenant lease is terminated as a result of default beyond any applicable notice and cure period; and

(v)the debt service coverage ratio being less than 1.20x (tested quarterly).

 

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

 

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

with regard to clause (ii), either (a) the major tenant recommences operations at the property, (b) balance of funds in the excess cash flow account is equal to two years of base rent and recoveries for the property (“Major Tenant Cash Trap Cure”), or (c) the GS Foods Portfolio Borrower deposits a letter of credit equal to the Major Tenant Cash Trap Cure;

with regard to clause (iii), either (a) the bankruptcy action has been dismissed or discharged, (b) the major tenant has assumed the lease in full in such proceeding and the bankruptcy trustee has approved the assumption, or (c) the GS Foods Portfolio Borrower has entered into eligible replacement leases;

with regard to clause (iv), either (a) the major tenant has cured such event of default and the GS Foods Portfolio Borrower has rescinded the termination or (b) the GS Foods Portfolio Borrower has entered into eligible replacement leases; and

with regard to clause (v), upon the date that the debt service coverage ratio is at least 1.25x for one calendar quarter.

 

Partial Release. Provided no event of default has occurred or is continuing, the GS Foods Portfolio Borrower has the right, at any time after the lockout release date, to sell one or more of the GS Foods Portfolio Properties, provided that certain conditions are satisfied, including, but not limited to, the following:

 

(i)Payment of a release price in an amount equal to 110% of the allocated loan amount of the property being released;

(ii)the loan-to-value of the remaining properties is no greater than lesser of (a) the loan to value as of December 22, 2021 (67.2%) and (b) the loan-to-value immediately prior to the release;

(iii)the net cash flow debt service coverage ratio immediately following the release is at least equal to the greater of (a) the net cash flow debt service coverage ratio as of December 27, 2021 (1.45x) and (b) the net cash flow debt service coverage ratio immediately prior to the release; and

(iv)the net cash flow debt yield immediately following the release is no less than the greater of (a) the net cash flow debt yield as of December 27, 2021 (8.1%) and (b) the net cash flow debt yield immediately prior to the release.

 

Property Management. The GS Foods Portfolio Properties are self-managed by the tenants.

 

Real Estate Substitution. Not permitted.

 

Subordinate and Mezzanine Indebtedness. Provided no event of default, the GS Foods Portfolio Borrower may obtain future mezzanine debt upon satisfaction of certain conditions defined in the loan agreement, including, but not limited to: (i) the LTV including the future mezzanine loan is not greater than 65.01%; (ii) the adjusted net cash flow DSCR, inclusive of the future mezzanine loan is no less than 1.25x, and; (iii) the adjusted net cash flow debt yield, inclusive of the future mezzanine loan is not less than 8.0%.

 

Ground Lease. None.

 

Terrorism Insurance. The GS Foods Portfolio Whole Loan documents require that the “all risk” insurance policy required to be maintained by the GS Foods Portfolio Borrower provides coverage for terrorism in an amount equal to the full replacement cost of the GS Foods Portfolio Properties, as well as business interruption insurance covering no less than the 18-month period following the occurrence of a casualty event (or a 12-month period for an individual property), together with a 6-month extended period of indemnity (provided that if TRIPRA or a similar statute is not in effect, the borrowers will not be obligated to pay terrorism insurance premiums in excess of two times the annual premium for the casualty and business interruption coverage (without giving effect to the cost of terrorism, flood and earthquake and business interruption components of such coverage)).

 

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

 

127 

 

 

Retail – Anchored Loan #10 Cut-off Date Balance:   $17,500,000

1360 and 1380 Dogwood Drive

Conyers, GA 30013

Conyers Plaza

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

 

69.2%

3.02x

13.0%

 

 

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

 

128 

 

 

Retail – Anchored Loan #10 Cut-off Date Balance:   $17,500,000

1360 and 1380 Dogwood Drive

Conyers, GA 30013

Conyers Plaza

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

 

69.2%

3.02x

13.0%

 

 

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

 

129 

 

 

Retail – Anchored Loan #10 Cut-off Date Balance:   $17,500,000

1360 and 1380 Dogwood Drive

Conyers, GA 30013

Conyers Plaza

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

 

69.2%

3.02x

13.0%

 

 

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

 

130 

 

 

No. 10 – Conyers Plaza
 
Mortgage Loan Information   Mortgaged Property Information
Mortgage Loan Seller: Wells Fargo Bank, National Association   Single Asset/Portfolio: Single Asset

Credit Assessment

(Fitch/KBRA/Moody’s):

NR/NR/NR   Property Type – Subtype: Retail – Anchored
Original Principal Balance: $17,500,000   Location: Conyers, GA
Cut-off Date Balance: $17,500,000   Size: 171,374 SF
% of Initial Pool Balance: 3.3%   Cut-off Date Balance Per SF: $102.12
Loan Purpose: Acquisition   Maturity Date Balance Per SF: $102.12
Borrower Sponsor: Alto Fund III   Year Built/Renovated: 1997/2005
Guarantor: Alto Fund III Holding, LP   Title Vesting: Fee
Mortgage Rate: 3.8650%   Property Manager: Crawford Square Real Estate Advisors, LLC
Note Date: February 1, 2022   Current Occupancy (As of): 95.9% (12/1/2021)
Seasoning: 2 months   YE 2020 Occupancy(3): 98.1%
Maturity Date: February 11, 2027   YE 2019 Occupancy(3): 100.0%
IO Period: 60 months   YE 2018 Occupancy(3): 98.1%
Loan Term (Original): 60 months   YE 2017 Occupancy(3): NAV
Amortization Term (Original): NAP   As-Is Appraised Value(4)(5): $25,275,000
Loan Amortization Type: Interest Only   As-Is Appraised Value Per SF: $147.48
Call Protection: L(26),D(30),O(4)   As-Is Appraisal Valuation Date: November 22, 2021
Lockbox Type: Springing   Underwriting and Financial Information(4)
Additional Debt: None   TTM NOI (12/31/2021)(6): $2,499,830
Additional Debt Type (Balance): NAP   YE 2020 NOI: $2,021,099
      YE 2019 NOI(6): $2,184,227
      YE 2018 NOI: $1,893,504
      U/W Revenues: $3,030,426
      U/W Expenses: $757,527
Escrows and Reserves   U/W NOI: $2,272,899
  Initial Monthly Cap   U/W NCF: $2,070,001
Taxes $124,945 $24,989 NAP   U/W DSCR based on NOI/NCF: 3.31x / 3.02x
Insurance $25,858 $12,929 NAP   U/W Debt Yield based on NOI/NCF: 13.0% / 11.8%
Replacement Reserves $0 $3,028 NAP   U/W Debt Yield at Maturity based on NOI/NCF: 13.0% / 11.8%
TI/LC(1) $0 $13,975 $600,000   Cut-off Date LTV Ratio: 69.2%
Immediate Repairs(2) $307,297 $0 NAP   LTV Ratio at Maturity: 69.2%
Existing TI/LC $64,000 $0 NAP      
             
               
Sources and Uses
Sources         Uses      
Original Mortgage Loan Amount $17,500,000   65.6%   Purchase Price $25,550,000   95.8%
Borrower Equity 9,166,771   34.4     Closing Costs 594,671   2.2
          Upfront Reserves 522,100   2.0
                 
Total Sources $26,666,771   100.0%      Total Uses $26,666,771   100.0%
(1)As long as no event of default has occurred, the TI/LC reserve is capped at $600,000. Additionally, until the payment date in March 2023, the TI/LC funds may only be used for leasing expenses related to the premises currently demised to Value Village, PetSmart, JoAnn Fabrics & Crafts and Sunny Beauty Supply.

(2)The Immediate Repairs reserve will be disbursed according to the loan agreement and primarily includes a roof system replacement for PetSmart, Party City, Sunny Beauty Supply and Value Village, as well as minor repairs for pavement, roof flashing, and masonry.

(3)The transaction is an acquisition and the borrower did not provide occupancy information for 2017. Occupancy information for years 2018, 2019 and 2020 was provided by the borrower and represents the occupancy as of December of each year.

(4)While the Conyers Plaza Mortgage Loan (defined below) was originated after the emergence of the novel coronavirus pandemic and the economic disruption resulting from measures to combat the pandemic, the pandemic is an evolving situation and could impact the Conyers Plaza Mortgage Loan more severely than assumed in the underwriting and could adversely affect the NOI, NCF and occupancy information, as well as the appraised value and the DSCR, LTV and Debt Yield metrics presented above. See “Risk Factors—Risks Related to Market Conditions and Other External Factors—Coronavirus Pandemic Has Adversely Affected the Global Economy and Will Likely Adversely Affect the Performance of the Mortgage Loans” in the Preliminary Prospectus.

(5)The As-Is appraised value excludes the value of an approximately 0.50-acre unimproved portion of the collateral that is eligible for free release.

(6)The increase in Net Operating Income from 2018 to 2019 was primarily driven by two new leases that commenced in December 2018 and four new leases which commenced in 2019 representing 16.2% of the underwritten rent. The increase in Net Operating Income from 2020 to 2021 was primarily driven by the reduction of collection loss in 2020.

 

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

 

131 

 

 

Retail – Anchored Loan #10 Cut-off Date Balance:   $17,500,000

1360 and 1380 Dogwood Drive

Conyers, GA 30013

Conyers Plaza

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

 

69.2%

3.02x

13.0%

 

The Mortgage Loan. The tenth largest mortgage loan (the “Conyers Plaza Mortgage Loan”) is evidenced by the first priority fee interest encumbering an anchored retail property totaling 171,374 square feet located in Conyers, Georgia (the “Conyers Plaza Property”).

 

The Borrower and Borrower Sponsors. The borrower is ALTO Conyers Plaza, LP a Delaware limited partnership and single purpose entity. The borrower sponsor is ALTO Fund III and the nonrecourse carveout guarantor is ALTO Fund III Holding, LP.

 

ALTO Fund III is the third fund of ALTO Real Estate Funds. The company has been in operation for 12 years, with 13 million square feet under management with an asset value of approximately $1.3 billion.

 

Based on the structure of ALTO Fund III Holding, LP, the guarantor’s liability under the guaranty and environmental indemnity is capped at $19,162,500.

 

The Property. The Conyers Plaza Property consists of an anchored retail center totaling 171,374 square feet, located in Conyers, Georgia. Built in 1997 and renovated in 2005, the property is located on a 17.79-acre site, includes three buildings and a total of 671 parking spaces resulting in a parking ratio of 3.92 spaces per 1,000 square feet. The Conyers Plaza Property is anchored by Value Village, PetSmart, JoAnn Fabrics & Crafts, Sunny Beauty Supply and Party City, which collectively make up 69.8% of the net rentable area. Additionally, it is shadow anchored by a separately owned Walmart and Home Depot. As of December 1, 2021, the Conyers Plaza Property was 95.9% leased to 25 tenants.

 

Major Tenants.

 

Largest Tenant by UW Base Rent: JoAnn Fabrics & Crafts (NR/NR/B: F/M/S&P; 24,920 square feet; 14.5% of net rentable area; 15.8% of underwritten base rent; 1/31/2024 lease expiration) – JoAnn Fabrics & Crafts (“JoAnn Fabrics”) is a fabric and craft specialty retailer. The company was founded in 1943 and currently operates approximately 850 stores in 49 states. JoAnn Fabrics has been a tenant since 2013 and has two, five year renewal options remaining.

 

2nd Largest Tenant by UW Base Rent: Sunny Beauty Supply (15,060 square feet; 8.8% of net rentable area; 12.3% of underwritten base rent; 12/31/2025 lease expiration) – Sunny Beauty Supply offers beauty supplies, salon supply and cosmetics and perfumes. The company has been a tenant since 2010, most recently renewing its lease in 2016, and has no remaining renewal options.

 

3rd Largest Tenant by UW Base Rent: PetSmart (NR/B2/B: F/M/S&P; 26,115 square feet; 15.2% of net rentable area; 12.1% of underwritten base rent; 1/31/2023 lease expiration) – PetSmart is a specialty pet retailer which operates approximately 1,650 stores in the United States, Canada and Puerto Rico, as well as more than 200 in-store dog and cat boarding facilities. PetSmart has been a tenant since 1997 and most recently renewed its lease in 2018. The tenant has three, five-year renewal options remaining.

 

COVID-19 Update. As of March 11, 2022, the Conyers Plaza Property is open and operating. One tenant, representing 3.1% of the net rentable area and 5.8% of the underwritten rent, is paying reduced rent through July 2022.

 

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

 

132 

 

 

Retail – Anchored Loan #10 Cut-off Date Balance:   $17,500,000

1360 and 1380 Dogwood Drive

Conyers, GA 30013

Conyers Plaza

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

 

69.2%

3.02x

13.0%

 

The following table presents certain information relating to the tenancy at the Conyers Plaza Property:

 

Major Tenants

 

Tenant Name

Credit Rating (Fitch/

Moody’s/
S&P)

Tenant NRSF % of
NRSF
Annual U/W Base Rent PSF(1) Annual
U/W Base
Rent(1)
% of Total Annual U/W Base Rent Lease
Expiration
Date
Ext. Options Term. Option (Y/N)
Major Tenants                
JoAnn Fabrics NR/NR/B 24,920 14.5% $14.50 $361,340 15.8% 1/31/2024 2, 5-year N
Sunny Beauty Supply NR/NR/NR 15,060 8.8% $18.70 $281,622 12.3% 12/31/2025 N N
PetSmart NR/B2/B 26,115 15.2% $10.59 $276,558 12.1% 1/31/2023 3, 5-year N
Value Village NR/NR/NR 42,600 24.9% $4.86 $207,036 9.1% 3/31/2026 1, 5-year N
Party City NR/NR/NR 11,000 6.4% $15.85 $174,350 7.6% 9/30/2029 N N
  119,695 69.8% $10.87 $1,300,906 57.0%      
                 
Non-Major Tenants(5) 44,672 26.1% $21.98 $981,716 43.0%      
                 
Occupied Collateral Total 164,367 95.9% $13.89 $2,282,621 100.0%      
                 
Vacant Space(2) 7,007 4.1%            
                 
Collateral Total 171,374 100.0%            
                   
(1)Annual U/W Base Rent PSF and Annual U/W Base Rent include contractual rent steps through January 2023 totalling $41,130.

(2)Vacant space includes two tenants who are currently in-place as month to month tenants, representing 1.5% of net rentable area.

 

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

 

Lease Expiration Schedule(1)

 

Year Ending
 December 31,
No. of Leases Expiring Expiring NRSF % of Total NRSF Cumulative Expiring NRSF Cumulative % of Total NRSF Annual
 U/W
Base Rent
% of Total Annual U/W Base Rent Annual
 U/W
Base Rent
 PSF
MTM 0 0 0.0% 0 0.0% $0 0.0% $0.00
2022 7 14,352 8.4% 14,352 8.4% $300,260 13.2% $20.92
2023 2 27,715 16.2% 42,067 24.5% $321,022 14.1% $11.58
2024 5 31,400 18.3% 73,467 42.9% $489,694 21.5% $15.60
2025 3 18,060 10.5% 91,527 53.4% $355,654 15.6% $19.69
2026 1 42,600 24.9% 134,127 78.3% $207,036 9.1% $4.86
2027 3 9,303 5.4% 143,430 83.7% $208,520 9.1% $22.41
2028 1 5,337 3.1% 148,767 86.8% $133,425 5.8% $25.00
2029 1 11,000 6.4% 159,767 93.2% $174,350 7.6% $15.85
2030 1 1,400 0.8% 161,167 94.0% $44,660 2.0% $31.90
2031 1 3,200 1.9% 164,367 95.9% $48,000 2.1% $15.00
2032 0 0 0.0% 164,367 95.9% $0 0.0% $0.00
Thereafter 0 0 0.0% 164,367 95.9% $0 0.0% $0.00
Vacant(2) 0 7,007 4.1% 171,374 100.0% $0 0.0% $0.00
Total/Weighted Average 25 171,374 100.0%     $2,282,621 100.0% $13.89(3)
(1)Information obtained from the underwritten rent roll.

(2)Vacant space includes two tenants who are currently in-place as month to month tenants, representing 1.5% of net rentable area.

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

 

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

 

133 

 

 

Retail – Anchored Loan #10 Cut-off Date Balance:   $17,500,000

1360 and 1380 Dogwood Drive

Conyers, GA 30013

Conyers Plaza

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

 

69.2%

3.02x

13.0%

 

The following table presents historical occupancy percentages at the Conyers Plaza Property:

 

Historical Occupancy

 

12/31/2017(1)

12/31/2018(2)

12/31/2019(2)

12/31/2020(2)

12/1/2021(3)

NAV 98.1% 100.0% 98.1% 95.9%
(1)The transaction is an acquisition and the borrower did not provide occupancy information for 2017.

(2)Occupancy information for years 2018, 2019 and 2020 was provided by the borrower and represents the occupancy as of December of each year.

(3)Information obtained from the underwritten rent roll.

 

Underwritten Net Cash Flow. The following table presents certain information relating to the historical operating results and the underwritten net cash flow at the Conyers Plaza Property:

 

Cash Flow Analysis

 

  2018 2019 2020 2021 U/W %(1) U/W $ per SF
Base Rent $1,988,883 $2,294,636 $2,326,409 $2,271,008 $2,282,621(2) 72.2% $13.32
Grossed Up Vacant Space

0

0

0

0

130,421

4.1%

0.76

Gross Potential Rent $1,988,883 $2,294,636 $2,326,409 $2,271,008 $2,413,042 76.3% $14.08
Other Income(3) 88,502 111,680 109,589 60,643 53,373 1.7 0.31
Total Recoveries

467,763

558,171

542,786

546,452

694,432

22.0

4.05

Net Rental Income $2,545,148 $2,964,487 $2,978,784 $2,878,103 $3,160,847 100.0% $18.44
(Vacancy & Credit Loss) 0 0 0 0 (130,421) (5.4) (0.76)
Collection Loss

(23,288)

(162,163)

(361,949)

204,052

0

0.0

(0.00)

Effective Gross Income $2,521,860 $2,802,324 $2,616,835 $3,082,155 $3,030,426 95.9% $17.68
               
Real Estate Taxes $302,461 $303,503 $291,512 $273,909 $348,240 11.5% $2.03
Insurance 36,143 36,868 40,424 45,617 147,764 4.9 0.86
Management Fee 89,080 103,760 104,263 92,188 90,913 3.0 0.53
Other Operating Expenses

200,672

173,966

159,537

170,611

170,611

5.6

1.00

Total Operating Expenses $628,356 $618,097 $595,736 $582,325 $757,527 25.0% $4.42
               
Net Operating Income $1,893,504 $2,184,227(4) $2,021,099 $2,499,830(5) $2,272,899 75.0% $13.26
Replacement Reserves 0 0 0 0 36,340 1.2 0.21
TI/LC

0

0

0

0

166,557

5.5

0.97

Net Cash Flow $1,893,504 $2,184,227 $2,021,099 $2,499,830 $2,070,001 68.3% $12.08
               
NOI DSCR 2.76x 3.19x 2.95x 3.65x 3.31x    
NCF DSCR 2.76x 3.19x 2.95x 3.65x 3.02x    
NOI Debt Yield 10.8% 12.5% 11.5% 14.3% 13.0%    
NCF Debt Yield 10.8% 12.5% 11.5% 14.3% 11.8%    
(1)Represents (i) percent of Net Rental Income for all revenue fields, (ii) percent of Gross Potential Rent for Vacancy & Credit Loss and (iii) percent of Effective Gross Income for all other fields.

(2)The U/W Base Rent PSF and U/W Base Rent include contractual rent steps through January 2023 totaling $41,130.

(3)Other Income consists primarily of ATM rents and ancillary income associated with pylon signage and promotional events.

(4)The increase in Net Operating Income from 2018 to 2019 was primarily driven by two new leases that commenced in December 2018 and four new leases which commenced in 2019 representing 16.2% of the underwritten rent.

(5)The increase in Net Operating Income from 2020 to 2021 was primarily driven by the reduction of collection loss in 2020.

 

Appraisal. The As-Is appraised value is $25,275,000, which excludes the $275,000 value of an approximately 0.50-acre unimproved portion of the collateral that is eligible for a conditional free release. The appraised value is as of November 22, 2021.

 

Environmental Matters. According to the Phase I environmental site assessments dated November 4, 2021, no environmental conditions were identified at the Conyers Plaza Property.

 

The loan documents provide that so long as the borrower maintains environmental insurance (lender-approved at origination), the guarantor’s liability under the related guaranty, including out-of-pocket expenses and reasonable attorneys’ fees, is capped at $19,162,500. The lender obtained a $1,000,000 premises environmental liability – commercial lender’s-type environmental insurance policy at loan origination with a $1,000,000 sublimit per claim from Great American Insurance Group, with a eight-year term (three years past the loan term) and having a $25,000 deductible per claim.

 

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

 

134 

 

 

Retail – Anchored Loan #10 Cut-off Date Balance:   $17,500,000

1360 and 1380 Dogwood Drive

Conyers, GA 30013

Conyers Plaza

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

 

69.2%

3.02x

13.0%

 

Market Overview and Competition. The Conyers Plaza Property is located in Conyers, Georgia, approximately 25.7 miles east of Atlanta. The property is located approximately 1.9 miles from downtown Conyers at the intersection of I-20 and Highway 138, which is an established commercial area. The surrounding area includes numerous convenience and strip neighborhood centers as well as community shopping centers. The area is estimated to be 90% built out and other retailers in the vicinity include Five Below, T.J. Maxx, Kohl’s, Hobby Lobby, and Burlington. According to the appraisal, within a 1-, 3- and 5- mile radius of the Conyers Plaza Property, the estimated 2021 population is 3,541, 37,739, and 88,404, respectively, and the 2021 average household income is $55,757, $74,961, and $76,630, respectively.

 

According to the appraisal, the property is situated within the Lithonia/Conyers retail submarket of the greater Atlanta retail market. The submarket reports a total inventory of approximately 14.0 million square feet with a 5.8% vacancy rate and average market rents of $15.64 per square foot. There is currently 301,000 square feet under construction in the submarket. The appraiser identified six lease comparables for Anchor/Major leases with rents ranging from $4.63 to $11.85 per square foot.

 

The following table presents certain information relating to the appraiser’s market rent conclusions for the Conyers Plaza Property:

 

Market Rent Summary(1)

 

  Anchor Jr. Anchor Major Restaurant Inline >2,500 SF Inline <2,500 SF
Market Rent (PSF) $6.50 $12.50 $15.00 $25.00 $15.00 $22.50
Lease Term (Years) 10 10 10 5 5 5
Lease Type Net Net Net Net Net Net
Rent Increase Projection 10.0% in Yr. 6 10.0% in Yr. 6 10.0% in Yr. 6 10.0% in Yr. 6 3.0%/Year 3.0%/Year
(1)Information obtained from the appraisal.

 

The table below presents certain information relating to comparable sales pertaining to the Conyers Plaza Property identified by the appraiser:

 

Comparable Sales(1)

 

Property Name Location Year Built/Renovated Rentable Area (SF) Occupancy Sale Date Sale Price Sale Price (PSF)

Conyers Plaza (Subject)

1360 and 1380 Dogwood Drive

Conyers, GA 1997 / 2005 171,374 95.9% Feb-2022 $25,550,000 $149

Woodstock Square

120 Woodstock Square Avenue

Woodstock, GA 2001 / NAP 218,859 98.0% Jul-2021 $37,670,000 $172

Stonebridge Square

614 West Crossville Road

Roswell, GA 2001 / NAP 152,447 95.0% Jul-2021 $17,400,000 $114

Stonebridge Village

5813-5899 Sprout Springs Road

Flowery Branch, GA 2004 / NAP 157,002 99.0% Aug-2021 $34,000,000 $217

Arbor Square

9478 Georgia 5

Douglasville, GA 1977 / NAP 122,763 97.0% Sep-2021 $18,350,000 $149

Turner Hill Marketplace - Listing

2918 Turner Hill Road

Lithonia, GA 2001 / NAP 124,294 100.0% Nov-2021 $17,690,000 $142
(1)Information obtained from the appraisal.

 

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

 

135 

 

 

Retail – Anchored Loan #10 Cut-off Date Balance:   $17,500,000

1360 and 1380 Dogwood Drive

Conyers, GA 30013

Conyers Plaza

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

 

69.2%

3.02x

13.0%

 

The following table presents certain information relating comparable Anchor/Major leases for the Conyers Plaza Property:

 

Comparable Anchor/Major Leases(1)

 

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

Conyers Plaza (Subject)

1360 and 1380 Dogwood Drive

Conyers, GA

1997 / 2005 171,374(2)            

Southlake Pavilion

1956 Mount Zion Road

Morrow, GA

1993 / NAP 218,038 Roses 40,000 Jun-2019 10.0 Yrs. $4.63 MG

Southlake Pavilion

1956 Mount Zion Road

Morrow, GA

1993 / NAP 218,038 BioLife Plasma Services 18,500 Nov-2019 10.0 Yrs. $9.10

Net

 

Southlake Pavilion

1956 Mount Zion Road

Morrow, GA

1993 / NAP 218,038 Planet Fitness 17,000 Apr-2019 10.0 Yrs. $7.50 MG

Old National Town Center

6175 Old National Highway

Atlanta, GA

2007 / NAP 98,965 Goodwill 30,187 Dec-2018 10.0 Yrs. $9.25 Gross

Old National Marketplace

6385 Old National Highway

Atlanta, GA

2012 / NAP 235,155 Ace Hardware 12,600 Jan-2020 10.0 Yrs. $10.50 Net

Old National Town Center

6175 Old National Highway

Atlanta, GA

2007 / NAP 98,965 Goodwill 10,400 Jul-2019 10.0 Yrs. $11.85 Gross
(1)Information obtained from the appraisal.

(2)Information obtained from the underwritten rent roll.

 

Escrows.

 

Real Estate Taxes – The loan documents require an upfront deposit of $124,945 for real estate taxes and ongoing monthly deposits of $24,989.

 

Insurance – The loan documents require an upfront deposit of $25,858 for insurance and ongoing monthly deposits of $12,929.

 

Immediate Repairs – The loan documents require an upfront deposit of $307,297 to address immediate repairs including a roof system replacement for PetSmart, Party City, Sunny Beauty Supply and Value Village, as well as minor repairs for pavement, roof flashing, and masonry.

 

Replacement Reserves – The loan documents require ongoing monthly deposits of $3,028.

 

Leasing Reserves – The loan documents require an ongoing monthly deposit of $13,975 for tenant improvements and leasing costs. As long as no event of default is continuing, the reserve is capped at $600,000. Until the payment date in March 2023, funds in the leasing reserve are only available for qualified leasing costs related to the spaces currently leased to Value Village, PetSmart, JoAnn Fabrics, and Sunny Beauty Supply.

 

Existing TI/LC Reserve – The loan documents require an upfront deposit of $64,000 related to tenant improvements and leasing commissions payable by the borrower under existing leases.

 

Lockbox and Cash Management. The Conyers Plaza Mortgage Loan is structured with a springing lockbox and springing cash management. Within 30 days of written notice from the lender that a Cash Trap Event Period (defined below) has commenced, the borrower will open a deposit account controlled by the lender and the borrower will cause all rents to deposited directly into the account. If no Cash Trap Event Period exists, all funds on deposit will be transferred to an account designated by the borrower. During the continuance of a Cash Trap Event Period, all funds in the cash account will be applied according to the cash management agreement, and excess cash flow will be held by the lender as additional collateral.

 

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

 

136 

 

 

Retail – Anchored Loan #10 Cut-off Date Balance:   $17,500,000

1360 and 1380 Dogwood Drive

Conyers, GA 30013

Conyers Plaza

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

 

69.2%

3.02x

13.0%

 

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

 

(i)the occurrence of an event of default under the loan documents; and

(ii)the net cash flow debt yield being less than 7.0%, tested quarterly;

 

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

 

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

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

 

Partial Release. Provided no event of default has occurred or is continuing, and, among other things, a rating agency confirmation has been obtained, the loan documents allow for the free release of an approximately 0.50-acre, unimproved area of the collateral, the value of which has been excluded from the appraised value.

 

Property Management. The Conyers Plaza Property is managed by Crawford Square Real Estate Advisors, LLC.

 

Real Estate Substitution. Not permitted.

 

Subordinate and Mezzanine Indebtedness. None.

 

Ground Lease. None.

 

Terrorism Insurance. The loan documents require that the “all risk” insurance policy required to be maintained by the borrower provides coverage for terrorism in an amount equal to the full replacement cost of the Conyers Plaza Property, as well as business interruption insurance covering no less than the 12-month period following the occurrence of a casualty event (or a 12-month period for an individual property), together with a 6-month extended period of indemnity.

 

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

 

137 

 

 

No. 11 – Henderson Industrial Portfolio
 
Mortgage Loan Information   Mortgaged Property Information(1)
Mortgage Loan Seller: UBS AG   Single Asset/Portfolio: Portfolio

Credit Assessment 

(Fitch/KBRA/Moody’s): 

NR/NR/NR   Property Type – Subtype: Industrial – Flex
Original Principal Balance: $16,250,000   Location: Various, NV
Cut-off Date Balance: $16,250,000   Size: 129,423 SF
% of Initial Pool Balance: 3.1%   Cut-off Date Balance Per SF: $125.56
Loan Purpose: Recapitalization   Maturity Date Balance Per SF: $125.56
Borrower Sponsor: Robert A. Davidsohn   Year Built/Renovated: Various/NAP
Guarantor: Robert A. Davidsohn   Title Vesting: Fee
Mortgage Rate: 4.0100%   Property Manager: MDL Group, LLC
Note Date: February 9, 2022   Current Occupancy (As of): 100.0% (1/1/2022)
Seasoning: 2 months   YE 2021 Occupancy: 99.5%
Maturity Date: February 6, 2032   YE 2020 Occupancy: 99.5%
IO Period: 120 months   YE 2019 Occupancy: 97.8%
Loan Term (Original): 120 months   YE 2018 Occupancy: 97.9%
Amortization Term (Original): NAP   As-Is Appraised Value: $32,600,000
Loan Amortization Type: Interest Only   As-Is Appraised Value Per SF: $251.89
Call Protection: L(26),D(90),O(4)   As-Is Appraisal Valuation Date: December 6, 2021
Lockbox Type: Springing    
Additional Debt: None   Underwriting and Financial Information(1)
Additional Debt Type (Balance): NAP   YE 2021 NOI: $1,701,232
      YE 2020 NOI: $1,557,625
      YE 2019 NOI: $1,489,434
      YE 2018 NOI: NAV
      U/W Revenues: $2,206,529
      U/W Expenses: $474,726
Escrows and Reserves   U/W NOI: $1,731,803
  Initial Monthly Cap   U/W NCF: $1,585,130
RE Taxes $0 $8,675 NAP   U/W DSCR based on NOI/NCF: 2.62x / 2.40x
Insurance $8,417 $2,338 NAP   U/W Debt Yield based on NOI/NCF: 10.7% / 9.8%
Replacement Reserve $0 $1,733 $41,592   U/W Debt Yield at Maturity based on NOI/NCF: 10.7% / 9.8%
TI/LC Reserve $0 $10,441 $250,579   Cut-off Date LTV Ratio: 49.8%
Immediate Repairs $23,125 $0 NAP   LTV Ratio at Maturity: 49.8%
             
               
Sources and Uses
Sources         Uses      
Original loan amount $16,250,000   100.0%   Closing costs $384,113   2.4%
          Upfront reserves 31,542   0.2  
          Return of equity 15,834,345   97.4   
Total Sources $16,250,000   100.0%   Total Uses $16,250,000   100.0%
(1)While the Henderson Industrial Portfolio Mortgage Loan (as defined below) was originated after the emergence of the novel coronavirus pandemic and the economic disruption resulting from measures to combat the pandemic, the pandemic is an evolving situation and could impact the Henderson Industrial Portfolio Mortgage Loan more severely than assumed in the underwriting of the Henderson Industrial Portfolio Mortgage Loan. The pandemic and resulting economic disruption could also adversely affect the NOI, NCF and occupancy information, as well as the appraised value and the DSCR, LTV and Debt Yield metrics presented above. See “Risk Factors—Risks Related to Market Conditions and Other External Factors—Coronavirus Pandemic Has Adversely Affected the Global Economy and Will Likely Adversely Affect the Performance of the Mortgage Loans” in the Preliminary Prospectus.

 

The Mortgage Loan. The mortgage loan (the “Henderson Industrial Portfolio Mortgage Loan”) is evidenced by a single promissory note secured by a first priority fee mortgage encumbering two flex industrial properties totaling 129,423 square feet located in Las Vegas and Henderson, Nevada (collectively, the “Henderson Industrial Portfolio” or the “Henderson Industrial Portfolio Properties”).

 

The Properties. The Henderson Industrial Portfolio is comprised of an 85,027 square foot flex industrial property located in Las Vegas, Nevada (the “McCarran Property”) and a 44,396 square foot flex industrial property located in Henderson, Nevada (the “Mary Crest Property”). As of January 1, 2022, the Henderson Industrial Portfolio Properties were 100.0% occupied by 14 tenants.

 

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

 

138 

 

 

Industrial – Flex Loan #11 Cut-off Date Balance:   $16,250,000
Property Addresses – Various, NV Henderson Industrial Portfolio Cut-off Date LTV:   49.8%
    U/W NCF DSCR:   2.40x
    U/W NOI Debt Yield:   10.7%

 

The McCarran Property

 

The McCarran Property is an 85,027 square foot industrial business park located at 365 & 385 Pilot Road and 6720 Placid Street in Las Vegas, Nevada. The McCarran Property was built in 1997 and consists of three, two-story buildings. The McCarran Property features 24’ ceiling clear heights, nine grade-level doors, six dock height loading doors and 64.5% of office space. The 365 Pilot building is a 26,360 square foot flex industrial building with 40.0% of office space. The 385 Pilot building is a 27,167 square foot office building with 96.0% of office space and a small warehouse area. The 6720 Placid building is a freestanding industrial building containing 31,500 square feet with 58.0% of office space. The McCarran Property is situated on a 5.11-acre site and includes 235 surface parking spaces (2.8 spaces per 1,000 square feet). As of January 1, 2022, the McCarran Property was 100.0% occupied by six tenants.

 

The Mary Crest Property

 

The Mary Crest Property is a 44,396 square foot flex industrial building located at 1111 Mary Crest Road in Henderson, Nevada. Built in 1998, the Mary Crest Property features 16’ ceiling clear heights, 16 grade-level doors and 69.6% of office space. The Mary Crest Property is situated on a 3.23-acre site and includes 138 surface parking spaces (3.1 spaces per 1,000 square feet). As of January 1, 2022, the Mary Crest Property was 100.0% occupied by eight tenants.

 

The following table presents certain information relating to the Henderson Industrial Portfolio Properties:

 

Henderson Industrial Portfolio Summary

 

Property Name City, State Allocated Cut-off Date Balance % of Cut-off Date Balance Occupancy(1)

Year Built/ 

Renovated 

Net
Rentable
Area (SF)(1)
Appraised Value UW NOI % of UW NOI
McCarran Las Vegas, NV $11,442,000 70.4% 100.0% 1997/NAP 85,027 $22,100,000 $1,195,545 69.0%
Mary Crest Henderson, NV $4,808,000 29.6% 100.0% 1998/NAP 44,396 $10,500,000 $536,257 31.0%
Total/Weighted Average $16,250,000 100.0% 100.0%   129,423 $32,600,000 $1,731,803 100.0%
(1)Information obtained from the underwritten rent roll.

 

Major Tenants.

 

Largest Tenant: United Healthcare Services (A/A3/A+; Fitch/Moody’s/S&P; 31,500 square feet; 24.3% of net rentable area; 23.4% of underwritten base rent; February 28, 2023 lease expiration) - United Healthcare Services is a wholly-owned subsidiary of UnitedHealth Group (NYSE: UNH), a health care and well-being company. United Healthcare Services provides health care benefits globally, serving individuals and employers, and Medicare and Medicaid beneficiaries. United Healthcare Services has been at the McCarran Property since December 2011 with a current lease expiration date of February 28, 2023. United Healthcare Services has no early termination options and one, three-year renewal option remaining with nine months’ notice.

 

2nd Largest Tenant: RDI Marketing Services, Inc. (23,532 square feet; 18.2% of net rentable area; 16.8% of underwritten base rent; September 30, 2023 lease expiration) - Founded in 1978 in Cincinnati, OH, RDI Corporation is a family-owned and operated team of service solutions offering call center outsourcing, both inbound and outbound solutions, full-service market research, strategic digital strategy, and technical support services. RDI Marketing Services, Inc. utilizes its space at the Mary Crest Property as its inbound and outbound service call center. RDI Marketing Services, Inc. has been at the Mary Crest Property since September 2011 with a current lease expiration date of September 30, 2023. RDI Marketing Services, Inc. has no early termination options and no renewal options remaining. RDI Marketing Services, Inc. was the only tenant to request and be granted rent relief due to COVID-19. RDI Marketing Services Inc. deferred 100% of their base rent for the months of April 2020 - June 2020 totaling $63,205. RDI Marketing Services, Inc. has since repaid 100% of the deferred rent in equal installments between July 2020 and December 2020 in accordance with its fourth lease amendment.

 

3rd Largest Tenant: Sassy Lashes (21,680 square feet; 16.8% of net rentable area; 18.7% of underwritten base rent; September 30, 2025 lease expiration) - Sassy Lashes is a privately owned beauty supply company headquartered in Las Vegas, Nevada that specializes in the sale of eyelash extension trays, tweezers, eyelash glue, and other eyelash accessories to consumers and eyelash artists nationwide. Sassy Lashes, whose retail company is known as LivBay Lash, has four salon locations and a warehouse (at the McCarran Property) and employs over 100 eyelash artists, warehouse employees, retail clerks, corporate officers, and receptionists. Sassy Lashes has been at the McCarran Property since February 2020 with a current lease expiration date of September 30, 2025. Sassy Lashes has no early termination options and no renewal options remaining.

 

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

 

139 

 

 

Industrial – Flex Loan #11 Cut-off Date Balance:   $16,250,000
Property Addresses – Various, NV Henderson Industrial Portfolio Cut-off Date LTV:   49.8%
    U/W NCF DSCR:   2.40x
    U/W NOI Debt Yield:   10.7%

 

The following table presents certain information relating to the tenancy at the Henderson Industrial Portfolio Properties:

 

Major Tenants

 

Tenant Name Property

Credit Rating (Fitch/ 

Moody’s/
S&P)(1) 

Tenant NRSF % of
NRSF
Annual U/W Base Rent PSF(2) Annual
U/W Base Rent(2)
% of Total Annual U/W Base Rent Lease
Expiration
Date
Extension Options Termination Option (Y/N)
Major Tenants                
United Healthcare Services McCarran A/A3/A+ 31,500 24.3% $13.75 $433,104 23.4% 2/28/2023 1, 3-year N
RDI Marketing Services, Inc. Mary Crest NR/NR/NR 23,532 18.2% $13.19 $310,461 16.8% 9/30/2023 None N
Sassy Lashes McCarran NR/NR/NR 21,680 16.8% $15.94 $345,612 18.7% 9/30/2025 None N
Burke Construction Group, Inc McCarran NR/NR/NR 19,090 14.8% $15.64 $298,476 16.1% 3/31/2027 1, 5-year N
Temprite AC & Heating LLC Mary Crest NR/NR/NR 5,064 3.9% $14.54 $73,632 4.0% 12/31/2023 None N
Total Major Tenants 100,866 77.9% $14.49 $1,461,285 79.0%      
                 
Non-Major Tenants 28,557 22.1% $13.64 $389,568 21.0%      
                 
Occupied Collateral Total 129,423 100.0% $14.30 $1,850,854 100.0%      
                 
Vacant Space 0 0.0%            
                 
Collateral Total 129,423 100.0%            
                 

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

(2)Annual U/W Base Rent PSF and Annual U/W Base Rent include rent steps through March 2023.

 

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

 

Lease Expiration Schedule(1)(2)

 

Year Ending
 December 31,
No. of Leases Expiring Expiring NRSF % of Total NRSF Cumulative Expiring NRSF Cumulative % of Total NRSF Annual
 U/W
Base Rent
% of Total Annual U/W Base Rent Annual
 U/W
Base Rent
 PSF
MTM 0 0 0.0% 0 0.0% $0 0.0% $0.00
2022 1 2,539 2.0% 2,539 2.0% $29,964 1.6% $11.80
2023 7 66,813 51.6% 69,352 53.6% $912,454 49.3% $13.66
2024 5 16,520 12.8% 85,872 66.3% $226,303 12.2% $13.70
2025 4 24,461 18.9% 110,333 85.2% $383,656 20.7% $15.68
2026 0 0 0.0% 110,333 85.2% $0 0.0% $0.00
2027 3 19,090 14.8% 129,423 100.0% $298,476 16.1% $15.64
2028 0 0 0.0% 129,423 100.0% $0 0.0% $0.00
2029 0 0 0.0% 129,423 100.0% $0 0.0% $0.00
2030 0 0 0.0% 129,423 100.0% $0 0.0% $0.00
2031 0 0 0.0% 129,423 100.0% $0 0.0% $0.00
2032 0 0 0.0% 129,423 100.0% $0 0.0% $0.00
Thereafter 0 0 0.0% 129,423 100.0% $0 0.0% $0.00
Vacant 0 0 0.0% 129,423 100.0% $0 0.0% $0.00
Total/Weighted Average 20 129,423 100.0%     $1,850,854 100.0% $14.30
(1)Information obtained from the underwritten rent roll and includes rent steps through March 2023.

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

 

The following table presents historical occupancy percentages at the Henderson Industrial Portfolio Properties:

 

Historical Occupancy

 

2019(1) 

2020(1) 

2021(1) 

1/1/2022(2) 

97.8% 99.5% 99.5% 100.0%
(1)Information obtained from the borrower sponsor.

(2)Information obtained from the underwritten rent roll.

 

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

 

140 

 

 

Industrial – Flex Loan #11 Cut-off Date Balance:   $16,250,000
Property Addresses – Various, NV Henderson Industrial Portfolio Cut-off Date LTV:   49.8%
    U/W NCF DSCR:   2.40x
    U/W NOI Debt Yield:   10.7%

 

COVID-19 Update. As of March 16, 2022, the Henderson Industrial Portfolio Properties are open and operating. Approximately 100.0%, 95.0%, 99.8%, 99.7%, 100.0% and 99.8% of rent has been collected for the months of July 2021, August 2021, September 2021, October 2021, November 2021 and December 2021, respectively. The average rent collection from July 2021 through December 2021 was 99.1%. RDI Marketing Services, Inc. (18.2% of net rentable area; 16.8% of underwritten base rent) requested rent relief and deferred three months of base rent from April 2020 to June 2020 totaling $63,205 (3.6% of underwritten base rent), which was fully repaid in six equal installments from July 2020 to December 2020. As of March 16, 2022, the Henderson Industrial Portfolio Mortgage Loan is not subject to any modification or forbearance request.

 

Market Overview and Competition. The Henderson Industrial Portfolio Properties are located approximately 9.1 miles apart in Las Vegas and Henderson, Clark County, Nevada, within the Las Vegas-Henderson-Paradise metropolitan statistical area.

 

The McCarran Property

 

The McCarran Property is located in Las Vegas, Nevada and is situated in the Hughes Airport Center, a 420 acre, 3.3 million square foot master-planned business park located adjacent to the Harry Reid International Airport, and only two miles from the Las Vegas Strip. Primary access to the McCarran Property is provided by Interstate 15 and Interstate 215.

 

According to a third party market research report, the estimated 2021 population within a one-, three- and five-mile radius was approximately 1,418, 80,491 and 375,513, respectively and the estimated 2021 average household income within the same radii was approximately $98,241, $81,799 and $79,926, respectively.

 

According to a third party market research report, the McCarran Property is situated within the Airport/East Las Vegas industrial submarket within the greater Las Vegas industrial market. As of November 24, 2021, the submarket reported a total inventory of approximately 16.3 million square feet with a 3.1% vacancy rate and an average asking rent of $11.97 per square foot.

 

The appraisal identified 10 directly competitive small flex industrial rental comparables with rents ranging from $10.32 to $13.20 per square foot with a concluded small flex industrial market rent of $13.44 per square foot. The appraisal identified six directly competitive 100.0% office rental comparables with rents ranging from $15.00 to $17.40 per square foot with a concluded 100.0% office market rent of $15.44 per square foot. The appraisal identified 10 directly competitive 30.0%-70.0% office rental comparables with rents ranging from $10.80 to $15.20 per square foot with a concluded 30.0%-70.0% office market rent of $15.00 per square foot. The appraisal identified five directly competitive freestanding industrial rental comparables with rents ranging from $11.18 to $18.00 per square foot with a concluded freestanding industrial market rent of $13.80 per square foot.

 

The Mary Crest Property

 

The Mary Crest Property is located in Henderson, Nevada, approximately 12.6 miles southeast of downtown Las Vegas. The major industrial/business parks in the neighborhood include the Basic Management, Inc. project, which contains 900 acres and the Gibson Business Park, a 500-acre development (of which the Mary Crest Property is a part). Primary access to the Mary Crest Property is provided by Mary Crest Road, North Gibson Road, and Interstate 515.

 

According to a third party market research report, the estimated 2021 population within a one-, three- and five-mile radius was approximately 17,238, 107,962 and 293,173, respectively and the estimated 2021 average household income within the same radii was approximately $99,607, $102,055 and $95,764, respectively.

 

According to a third party market research report, the Mary Crest Property is situated within the Southeast Las Vegas/Henderson industrial submarket within the greater Las Vegas industrial market. As of November 24, 2021, the submarket reported a total inventory of approximately 20.3 million square feet with a 3.1% vacancy rate and an average asking rent of $10.88 per square foot.

 

The appraisal identified 16 directly competitive flex industrial rental comparables with rents ranging from $9.84 to $13.20 per square foot with a concluded flex industrial market rent of $12.60 per square foot. The appraisal identified five directly competitive flex office rental comparables with rents ranging from $15.00 to $17.40 per square foot with a concluded flex office market rent of $13.44 per square foot.

 

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

 

141 

 

 

Industrial – Flex Loan #11 Cut-off Date Balance:   $16,250,000
Property Addresses – Various, NV Henderson Industrial Portfolio Cut-off Date LTV:   49.8%
    U/W NCF DSCR:   2.40x
    U/W NOI Debt Yield:   10.7%

 

Operating History and Underwritten Net Cash Flow. The following table presents certain information relating to the historical operating performance and underwritten net cash flow at the Henderson Industrial Portfolio Properties:

 

Cash Flow Analysis

 

  2019 2020 2021 U/W %(1) U/W $ per SF
Base Rent $1,450,221 $1,549,531 $1,699,121 $1,850,854(2) 79.7% $14.30
Straight Line Rent 0 0 0 0 0.0 0.00
Grossed Up Vacant Space

0

0

0

0

0.0

0.00

Gross Potential Rent $1,450,221 $1,549,531 $1,699,121 $1,850,854 79.7% $14.30
Other Income 15,377 21,968 5,296 5,296 0.2 0.04
Total Recoveries

441,703

417,940

453,131

466,233

20.1

3.60

Net Rental Income $1,907,301 $1,989,439 $2,157,548 $2,322,383 100.0% $17.94
(Vacancy & Credit Loss)

0

0

0

(115,854)(3)

(6.3)

(0.90)

Effective Gross Income $1,907,301 $1,989,439 $2,157,548 $2,206,529 95.0% $17.05
             
Real Estate Taxes 81,087 78,077 81,627 104,104 4.7 0.80
Insurance 14,024 14,126 15,506 28,056 1.3 0.22
Management Fee 75,528 78,400 86,484 69,867 3.2 0.54
Other Operating Expenses

247,228

261,210

272,699

272,699

12.4

2.11

Total Operating Expenses $417,867 $431,813 $456,316 $474,726 21.5% $3.67
             
Net Operating Income $1,489,434 $1,557,625 $1,701,232 $1,731,803 78.5% $13.38
Replacement Reserves 0 0 0 20,799 0.9 0.16
TI/LC

0

0

0

125,874

5.7

0.97

Net Cash Flow $1,489,434 $1,557,625 $1,701,232 $1,585,130 71.8% $12.25
             
NOI DSCR 2.25x 2.36x 2.57x 2.62x    
NCF DSCR 2.25x 2.36x 2.57x 2.40x    
NOI Debt Yield 9.2% 9.6% 10.5% 10.7%    
NCF Debt Yield 9.2% 9.6% 10.5% 9.8%    
(1)Represents (i) percent of Net Rental Income for all revenue fields, (ii) percent of Gross Potential Rent for Vacancy & Credit Loss and (iii) percent of Effective Gross Income for all other fields.

(2)The U/W Base Rent includes $65,429 in rent steps through March 2023.

(3)The Henderson Industrial Portfolio Properties were 100.0% occupied as of January 1, 2022.

 

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

 

142 

 

 

No. 12 – 401 Lofts
 
Mortgage Loan Information   Mortgaged Property Information
Mortgage Loan Seller: AREF   Single Asset/Portfolio: Single Asset

Credit Assessment 

(Fitch/KBRA/Moody’s): 

NR/NR/NR   Property Type – Subtype: Multifamily – Mid Rise
Original Principal Balance: $15,500,000   Location: Akron, OH
Cut-off Date Balance: $15,500,000   Size: 189 Units
% of Initial Pool Balance: 2.9%   Cut-off Date Balance Per Unit: $82,011
Loan Purpose: Acquisition   Maturity Date Balance Per Unit: $82,011
Borrower Sponsors: Ziv Sarig, Jonathan Polster, and Ronen Hazan   Year Built/Renovated: 2013/NAP
Guarantors: Ziv Sarig, Jonathan Polster, and Ronen Hazan   Title Vesting: Fee
Interest Rate: 4.4700%   Property Manager: BruZiv Partners, LLC
Note Date: February 25, 2022   Current Occupancy (As of): 98.4% (1/26/2022)
Seasoning: 1 month   YE 2021 Occupancy(2): 86.7%
Maturity Date: March 6, 2032   YE 2020 Occupancy(2): 81.9%
Interest-Only Period: 120 months   YE 2019 Occupancy(2): 82.0%
Loan Term (Original): 120 months   As-is Appraised Value: $23,750,000
Amortization Term (Original): NAP   As-is Appraised Value Per Unit: $125,661
Loan Amortization Type: Interest Only   As-is Appraisal Valuation Date: January 11, 2022
Call Protection: L(25),D(91),O(4)      
Lockbox Type: Springing/Springing Cash Management   Underwriting and Financial Information(3)
Additional Debt: None   YE 2021 NOI: $1,279,474
Additional Debt Type (Balance): NAP   YE 2020 NOI: $1,075,831
      YE 2019 NOI: $1,126,258
      YE 2018 NOI: $1,231,144
      U/W Revenues: $3,234,006
      U/W Expenses: $1,738,389
Escrows and Reserves   U/W NOI: $1,495,617
  Initial Monthly Cap   U/W NCF: $1,448,492
Taxes $127,207 $42,402 NAP   U/W DSCR based on NOI/NCF: 2.13x / 2.06x
Insurance $16,177 $3,235 NAP   U/W Debt Yield based on NOI/NCF: 9.6% / 9.3%
Replacement Reserve $0 $3,990 NAP   U/W Debt Yield at Maturity based on NOI/NCF: 9.6% / 9.3%
Prepaid Rent Reserve $51,360 $0 NAP   Cut-off Date LTV Ratio: 65.3%
Parking Ground Rent Reserve $0 Springing(1) NAP   LTV Ratio at Maturity: 65.3%
               
Sources and Uses
Sources         Uses      
Loan Amount $15,500,000   64.9%   Purchase Price $23,300,000   97.5%
Sponsor Equity 8,389,831   35.1   Closing costs 395,087   1.7   
          Upfront Reserves 194,744   0.8   
Total Sources $23,889,831   100.0%   Total Uses $23,889,831   100.0%
(1)During the continuance of a Cash Management Period (as defined below), the borrower is required on each monthly payment date to deposit an amount equal to the then applicable amount of parking ground rent due under the parking ground lease into a reserve account. A “Cash Management Period” will be triggered upon the occurrence of any of the following: (i) the stated maturity date, (ii) the occurrence of an event of default, or (iii) as of the last day of any calendar quarter, the DSCR falling below 1.50x.

(2)Represents the average occupancy over the previous twelve-month period.

(3)While the 401 Lofts Mortgage Loan (defined below) was originated after the emergence of the novel coronavirus pandemic and the economic disruption resulting from measures to combat the pandemic, the pandemic is an evolving situation and could impact the 401 Lofts Mortgage Loan more severely than assumed in the underwriting and could adversely affect the NOI, NCF and occupancy information, as well as the appraised value and the DSCR, LTV and Debt Yield metrics presented above. See “Risk Factors— Risks Related to Market Conditions and Other External Factors—Coronavirus Pandemic Has Adversely Affected the Global Economy and Will Likely Adversely Affect the Performance of the Mortgage Loans” in the Preliminary Prospectus.

 

The Mortgage Loan. The mortgage loan (the “401 Lofts Mortgage Loan”) is evidenced by a single promissory note with an original principal balance of $15,500,000 secured by a first mortgage encumbering the fee interest in a mid-rise multifamily property in Akron, Ohio (the “401 Lofts Property”).

 


The Property. The 401 Lofts Property is a 189-unit mid-rise multifamily property located in Akron, Ohio. Built in 2013 and situated on a 2.2-acre site, the 401 Lofts Property consists of a five-story building with 79 studio units, 96 two-bedroom units, four three-bedroom units, and ten four-bedroom units with a weighted average unit size of 651 square feet. Amenities at the 401 Lofts Property include a pool, a fitness center, a clubhouse, a business center, storage, gated access, and security patrol. Unit amenities include refrigerators,

 

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

 

143 

 

 

Multifamily – Mid Rise 

401 South Main Street 

Akron, OH 44311 

Loan #12 

401 Lofts 

Cut-off Date Balance: 

Cut-off Date LTV: 

U/W NCF DSCR: 

U/W NOI Debt Yield: 

 

$15,500,000 

65.3% 

2.06x 

9.6% 

 

dishwashers, microwaves, garbage disposals, washer/dryer hookups, and washers/dryers. All of the units are currently furnished. The 401 Lofts Property also includes 117 parking spaces on-site, resulting in a parking ratio of approximately 0.6 spaces per unit. Furthermore, the 401 Lofts Property has a parking ground lease with the City of Akron for 100 additional parking spaces located across the street, and the parking ground lease and the leasehold estate created thereby are covered by the mortgage. As of January 26, 2022, the 401 Lofts Property was 98.4% occupied.

 

The 401 Lofts Property is located less than a mile from the University of Akron and has historically operated as a student housing property. It began transitioning to conventional, non-student housing a few years ago and 80% of the tenants lease per unit. According to the borrower sponsors, the remaining 20% of units are leased per bed and are occupied by students, however, the 401 Lofts Property is set to transition to 100% non-student after the current school year. The 401 Lofts Mortgage Loan documents require that all new or renewal leases from and after the origination date must be for a minimum of twelve months per unit conventional leases (i.e., no “per bed” leases are permitted).

 

The following table presents certain information relating to the unit mix of the 401 Lofts Property:

 

Unit Mix Summary(1)

 

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

Average Underwritten Monthly Rent 

per Unit(2) 

Studio 79 41.8% 79 100.0% 422 $1,025
2 Bedroom / 2 Bathroom 96 50.8% 94 97.9% 755 $1,446
3 Bedroom / 3 Bathroom 4 2.1% 3 75.0% 1,023 $2,187
4 Bedroom / 4 Bathroom 10 5.3% 10 100.0% 1,317 $2,420
Total/Weighted Average 189 100.0% 186 98.4% 651 $1,331

 

(1)Information obtained from the underwritten rent roll dated January 26, 2022.

(2)Excludes vacant units.

 

The following table presents historical occupancy percentages at the 401 Lofts Property:

 

Historical Occupancy

 

12/31/2019(1) 

12/31/2020(1) 

12/31/2021(1) 

1/26/2022(2) 

82.0% 81.9% 86.7% 98.4%

 

(1)Information obtained from the borrower sponsors and represents the average occupancy over the previous twelve-month period.

(2)Information obtained from the underwritten rent roll dated January 26, 2022.

 

COVID-19 Update. As of March 6, 2022, the 401 Lofts Property is open and operating. All tenants at the 401 Lofts Property have paid rent for the months of January 2022 and December 2021. As of March 6, 2022, the 401 Lofts Mortgage Loan is not subject to any modification or forbearance agreement, and the borrower has not requested any modification or forbearance to the 401 Lofts Mortgage Loan terms.

 

Market Overview and Competition. The 401 Lofts Property is located in Akron, Ohio, in Summit County, within the Akron, OH Metropolitan Statistical Area (“MSA”). Primary access to the 401 Lofts Property is provided by State Route 18, State Route 59, and Interstate 76. Historically, the Akron, OH MSA has been a manufacturing center, primarily due to its location in the Great Lakes region and being connected to main transportation networks. Other key sectors in the Akron economy include public administration and healthcare. The top three employers in Summit County include Summa Health (5,790 employees), Cleveland Clinic (5,017 employees), and Akron Children’s Hospital (4,129 employees).

 

According to the appraisal, the estimated 2021 population within a one-, three- and five-mile radius of the 401 Lofts Property was 13,538, 117,447 and 225,634, respectively, and the estimated 2021 average household income within the same radii was $31,390, $50,315 and $59,231, respectively.

 

According to a third-party market report, the 401 Lofts Property is located in the South Summit County multifamily submarket within the Akron multifamily market. As of the third quarter of 2021, the South Summit County multifamily submarket reported a total inventory of approximately 20,073 units, with a 1.3% vacancy rate and average asking monthly rent per unit of $888.

 

The appraiser identified six primary competitive properties for the 401 Lofts Property totaling 689 units, which reported an average occupancy rate of approximately 89.1%. The appraiser concluded to monthly market rents per unit of $1,019-$1,099 for studio units, $1,395-$1,634 for two-bedroom units, $2,187 for three-bedroom units, and $2,396-$2,516 for four-bedroom units.

 

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

 

144 

 

 

Multifamily – Mid Rise 

401 South Main Street 

Akron, OH 44311 

Loan #12 

401 Lofts 

Cut-off Date Balance: 

Cut-off Date LTV: 

U/W NCF DSCR: 

U/W NOI Debt Yield: 

 

$15,500,000 

65.3% 

2.06x 

9.6% 

 

The following table presents certain information relating to comparable multifamily properties for the 401 Lofts Property:

 

Competitive Property Summary(1)

 

 

401 Lofts 

(Subject)(2) 

The Standard The Bowery District 159 Main The 797 Building The East End Residences The Depot
Location Akron, OH Akron, OH Akron, OH Akron, OH Akron, OH Akron, OH Akron, OH
Distance to Subject -- 0.1 miles 0.4 miles 0.4 miles 1.7 miles 2.3 miles 0.1 miles
Year Built/Renovated 2013/NAP 2009/2021 1903/2019 1911/2021 1965/2019 1918/2015 2014/NAP
Number of Units 189 151 92 107 42 105 192
Occupancy (%) 98.4% 92.1% 91.3% 57.0% 94.0% 100.0% 100.0%
Average Monthly Rent (per unit)              
Studio $1,025 NAP $1,216 $1,122 NAP NAP NAP
2 Bedrooms $1,446 $1,335 $1,957 $2,114 $1,350 $1,638 $1,418
3 Bedrooms $2,187 $1,950 $3,130 NAP NAP $1,800 $2,067
4 Bedrooms $2,420 NAP NAP NAP NAP NAP $2,076
(1)Information obtained from the appraisal.

(2)Number of Units, Occupancy (%), and Average Monthly Rent (per unit) obtained from the underwritten rent roll dated January 26, 2022.

 

Operating History and Underwritten Net Cash Flow. The following table presents certain information relating to the historical operating performance and underwritten net cash flow at the 401 Lofts Property:

 

Cash Flow Analysis

 

  2019 2020 2021 U/W %(1) U/W $ per Unit
Base Rent $2,518,714 $2,571,288 $2,738,795 $2,943,300 87.0% $15,573
Concessions (18,697) (19,585) (39,746) 0 0.0 0
Gross Potential Rent $2,500,017 $2,551,703 $2,699,049 $2,943,300 87.0% $15,573
Other Income(2)

375,386

368,922

437,871

437,871

13.0

2,317

Net Rental Income $2,875,403 $2,920,625 $3,136,920 $3,381,171 100.0% $17,890
(Vacancy & Credit Loss)(3)

0

0

0

(147,165)

(5.0)

(779)

Effective Gross Income $2,875,403 $2,920,625 $3,136,920 $3,234,006 95.6% $17,111
             
Real Estate Taxes 518,429 549,334 502,984 508,826 15.7 2,692
Insurance 55,247 77,955 81,970 38,825 1.2 205
Management Fee 94,086 100,234 107,493 97,020 3.0 513
Other Operating Expenses

1,081,383

1,117,271

1,164,999

1,093,718

33.8

5,787

Total Operating Expenses $1,749,145 $1,844,794 $1,857,446 $1,738,389 53.8% $9,198
             
Net Operating Income $1,126,258 $1,075,831 $1,279,474 $1,495,617 46.2% $7,913
Capital Expenditures

0

0

0

47,125

1.5

249

Net Cash Flow $1,126,258 $1,075,831 $1,279,474 $1,448,492 44.8% $7,664
             
NOI DSCR 1.60x 1.53x 1.82x 2.13x    
NCF DSCR 1.60x 1.53x 1.82x 2.06x    
NOI Debt Yield 7.3% 6.9% 8.3% 9.6%    
NCF Debt Yield 7.3% 6.9% 8.3% 9.3%    
(1)Represents (i) percent of Net Rental Income for all revenue fields, (ii) percent of Gross Potential Rent for Vacancy & Credit Loss and (iii) percent of Effective Gross Income for all other fields.

(2)Other Income is comprised of parking, ratio utility billing system, and other miscellaneous income.

(3)The underwritten economic vacancy is 5.0%. The 401 Lofts Property was 98.4% physically occupied as of January 26, 2022.

 

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

 

145 

 

 

No. 13 – ILPT Logistics Portfolio
 
Mortgage Loan Information   Mortgaged Property Information(4)
Mortgage Loan Seller: UBS AG   Single Asset/Portfolio: Portfolio

Credit Assessment 

(Fitch/KBRA/Moody’s): 

BBB-sf/BBB(sf)/Aa2(sf)   Property Type – Subtype: Industrial – Various
Original Principal Balance(1): $15,000,000   Location: Various – See Table
Cut-off Date Balance(1): $15,000,000   Size: 9,438,321 SF
% of Initial Pool Balance: 2.8%   Cut-off Date Balance Per SF(1): $36.14
Loan Purpose(2): Recapitalization   Maturity Date Balance Per SF(1): $36.14
Borrower Sponsor: Industrial Logistics Property Trust   Year Built/Renovated: Various – See Table
Guarantor: Industrial Logistics Property Trust   Title Vesting: Various
Mortgage Rate: 3.86465618%   Property Manager: The RMR Group LLC
Note Date: February 25, 2022   Current Occupancy (As of): 100.0% (2/1/2022)
Seasoning: 1 month   YE 2021 Occupancy: 100.0%
Maturity Date: March 6, 2032   YE 2020 Occupancy: 99.3%
IO Period: 120 months   YE 2019 Occupancy: 100.0%
Loan Term (Original): 120 months   As-Is Appraised Value(5): $1,175,000,000
Amortization Term (Original): NAP   As-Is Appraised Value Per SF(5): $124.49
Loan Amortization Type: Interest Only   As-Is Appraisal Valuation Date: January 3, 2022
Call Protection: YM0.5(113),O(7)      
Lockbox Type: Hard/Springing Cash Management    
Additional Debt(1): Yes   Underwriting and Financial Information(4)
Additional Debt Type (Balance)(1): Pari Passu ($326,140,000)   YE 2021 NOI: $41,245,939
  Subordinate ($103,860,000)   YE 2020 NOI(6)(7): $37,788,413
  Mezzanine ($255,000,000)   YE 2019 NOI(6)(7): $35,944,346
      YE 2018 NOI: NAV
      U/W Revenues: $55,178,154
      U/W Expenses: $10,108,560
Escrows and Reserves(3)   U/W NOI: $45,069,593
  Initial Monthly Cap   U/W NCF: $41,766,181
RE Taxes $0 Springing NAP   U/W DSCR based on NOI/NCF(1): 3.37x / 3.12x
Insurance $0 Springing NAP   U/W Debt Yield based on NOI/NCF(1): 13.2% / 12.2%
Replacement Reserve $0 Springing NAP   U/W Debt Yield at Maturity based on NOI/NCF(1): 13.2% / 12.2%
TI/LC Reserve $0 Springing NAP   Cut-off Date LTV Ratio(1)(5): 29.0%
Unfunded Obligations $1,758,645 $0 NAP   LTV Ratio at Maturity(1)(5): 29.0%
             
               
Sources and Uses
Sources         Uses      
A Notes $341,140,000   48.7%   Return of equity(8) $693,035,177   99.0%
B Notes 103,860,000   14.8   Closing costs 5,206,178   0.7
Mezzanine A Loan 175,000,000   25.0   Upfront reserves 1,758,645   0.3
Mezzanine B Loan 80,000,000   11.4          
Total Sources $700,000,000   100.0%   Total Uses $700,000,000   100.0%
(1)The ILPT Logistics Portfolio Mortgage Loan (as defined below) is part of a whole loan evidenced by 13 senior pari passu notes with an aggregate Cut-off Date balance of $341.14 million (collectively, the “ILPT Logistics Portfolio A Notes”) and five pari passu promissory notes that are subordinate to the ILPT Logistics Portfolio A Notes with an aggregate Cut-off Date balance of $103.86 million (collectively, the “ILPT Logistics Portfolio B Notes”, and together with the ILPT Logistics Portfolio A Notes, the “ILPT Logistics Portfolio Whole Loan”). The financial information presented in the chart above and herein reflects the aggregate balance of the ILPT Logistics Portfolio A Notes, and does not include the ILPT Logistics Portfolio B Notes or ILPT Logistics Portfolio Mezzanine Loans (as defined below). See “Mezzanine Loans” section below. The ILPT Logistics Portfolio Whole Loan was co-originated by Citi Real Estate Funding Inc., UBS AG, Bank of America, N.A., Bank of Montreal and Morgan Stanley Bank, N.A. UBS AG will be contributing Note A-2-B-1, in the original principal amount of $15,000,000.

(2)The ILPT Logistics Portfolio Mortgage Loan recapitalized the borrower sponsor as the ILPT Logistics Portfolio Properties (as defined below) were previously unencumbered.

(3)During a Trigger Period (as defined below), the borrowers are required to deposit monthly (i) into the RE Tax reserve, subject to certain exceptions set forth in the ILPT Logistics Portfolio Whole Loan documents, 1/12th of the taxes that the lender estimates will be payable over the next-ensuing 12-month period, (ii) into the Insurance reserve 1/12th of the annual amount which would be sufficient to pay the insurance premium due for the renewal of the coverage afforded by the insurance policies; provided, however, such deposits are suspended so long as the borrowers maintain a blanket policy meeting the requirements of the ILPT Logistics Portfolio Whole Loan documents, (iii) for the Replacement Reserve, $226,780, (iv) for the TI/LC Reserve $117,979 and (v) into an operating expense reserve, an amount equal to the aggregate amount of approved operating expenses and approved extraordinary expenses to be incurred by the borrowers for the then current interest accrual period. A “Trigger Period” is a period (i) commencing upon an event of default under the ILPT Logistics Portfolio Whole Loan and ending upon the cure (if applicable) of such event of default, (ii) commencing upon the mortgage lender receiving notice from a mezzanine lender of a mezzanine loan event of default and ending upon the mortgage lender receiving notice of cure of such mezzanine event of default and (iii) commencing upon the aggregate debt yield of the ILPT Logistics

 

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

 

146 

 

 

Industrial – Various Loan #13 Cut-off Date Balance:   $15,000,000
Property Addresses – Various ILPT Logistics Portfolio Cut-off Date LTV:   29.0%
    U/W NCF DSCR:   3.12x
    U/W NOI Debt Yield:   13.2%

 

  Portfolio Whole Loan and the ILPT Logistics Portfolio Mezzanine Loans (collectively, the “ILPT Logistics Portfolio Total Debt”) falling below 5.25% for two consecutive calendar quarters and ending upon such aggregate debt yield being at least 5.25% for two consecutive calendar quarters, or upon the borrowers prepaying (pro rata) the ILPT Logistics Portfolio Whole Loan and the ILPT Logistics Portfolio Mezzanine Loans (including paying a yield maintenance premium) in an amount such that such aggregate debt yield is at least 5.25% or posting cash or a letter of credit, in each case in an amount that, if applied to prepay the ILPT Logistics Portfolio Whole Loan and the ILPT Logistics Portfolio Mezzanine Loans would cause such aggregate debt yield to be 5.25%.

(4)While the ILPT Logistics Portfolio Mortgage Loan was originated after the emergence of the novel coronavirus pandemic and the economic disruption resulting from measures to combat the pandemic, the pandemic is an evolving situation and could impact the ILPT Logistics Portfolio Mortgage Loan more severely than assumed in the underwriting of the ILPT Logistics Portfolio Mortgage Loan. The pandemic and resulting economic disruption could also adversely affect the NOI, NCF and occupancy information, as well as the appraised value and the DSCR, LTV and Debt Yield metrics presented above. See “Risk Factors—Risks Related to Market Conditions and Other External Factors—Coronavirus Pandemic Has Adversely Affected the Global Economy and Will Likely Adversely Affect the Performance of the Mortgage Loans” in the Preliminary Prospectus.

(5)Based on the “As-Portfolio” appraised value of $1,175,000,000 as of January 3, 2022, which is inclusive of an approximately 4.1% portfolio premium and reflects the “as-is” value of the ILPT Logistics Portfolio Properties as a whole if sold in their entirety to a single buyer. The aggregate total of the “as-is” appraised values of the individual ILPT Logistics Portfolio Properties (exclusive of the portfolio premium) is $1,128,300,000. The Cut-off Date LTV Ratio and LTV Ratio at Maturity based upon the aggregate “as-is” appraised value are 30.2% and 30.2%, respectively for the ILPT Logistics Portfolio A Notes, 39.4% and 39.4%, respectively, for the ILPT Logistics Portfolio Whole Loan and 62.0% and 62.0%, respectively, for the ILPT Logistics Portfolio Total Debt.

(6)Excludes historical financials from the 7303 Rickenbacker Parkway West property, which was built in 2020.

(7)Excludes historical financials from the 17001 West Mercury Street property, which was built in 2018.

(8)The return of equity was used to facilitate Industrial Logistics Property Trust’s acquisition of Monmouth Real Estate Investment Corporation.

 

The Mortgage Loan. The ILPT Logistics Portfolio mortgage loan (the “ILPT Logistics Portfolio Mortgage Loan”) is part of the ILPT Logistics Portfolio Whole Loan with an original principal balance of $445,000,000. The ILPT Logistics Portfolio Whole Loan was co-originated by Citi Real Estate Funding Inc. (“CREFI”), UBS AG, Bank of America, N.A. (“BANA”), Bank of Montreal (“BMO”) and Morgan Stanley Bank, N.A. The ILPT Logistics Portfolio Whole Loan is secured by first mortgage liens on the borrowers’ fee simple interest in 16 industrial properties and leasehold (PILOT) interest in one industrial property (each a “ILPT Logistics Portfolio Property” and, collectively, the “ILPT Logistics Portfolio Properties” or the “ILPT Logistics Portfolio”). The ILPT Logistics Portfolio Whole Loan is comprised of the ILPT Logistics Portfolio A Notes, consisting of 13 pari passu senior promissory notes with an aggregate original principal balance and outstanding principal balance as of the Cut-off Date of $341,140,000, and the ILPT Logistics Portfolio B Notes, consisting of five pari passu subordinate promissory notes with an aggregate original principal balance and outstanding principal balance as of the Cut-off Date of $103,860,000. The ILPT Logistics Portfolio Mortgage Loan is comprised of the non-controlling Note A-2-B-1, which has an original principal balance and outstanding principal balance as of the Cut-off Date of $15,000,000. The ILPT Logistics Portfolio Whole Loan will be serviced under the trust and servicing agreement for the ILPT 2022-LPFX securitization trust. See “Description of the Mortgage Pool—The Whole Loans—The Non-Serviced AB Whole Loan—The ILPT Logistics Portfolio Whole Loan” and “Pooling and Servicing Agreement—Servicing of the Non-Serviced Mortgage Loans” in the Preliminary Prospectus. The lenders also originated the ILPT Logistics Portfolio Mezzanine Loans with an original aggregate principal amount of $255,000,000.

 

Note Summary

 

Notes Original Principal Balance Cut-off Date Balance Note Holder Controlling Interest
Notes A-1-A, A-1-B, A-1-C, A-1-D, A-1-E $176,140,000 $176,140,000 ILPT 2022-LPFX Y
Notes A-2-A-1, A-2-A-2 $73,656,388 $73,656,388 CREFI N
Note A-2-B-1 $15,000,000 $15,000,000 WFCM 2022-C62 N
Notes A-2-B-2, A-2-B-3 $39,999,999 $39,999,999 UBS AG N
Note A-2-C $12,114,538 $12,114,538 BANA N
Note A-2-D, A-2-E $24,229,075 $24,229,075 MSC 2022-L8(1) N
Notes B-1, B-2, B-3, B-4, B-5 $103,860,000 $103,860,000 ILPT 2022-LPFX N
Total $445,000,000 $445,000,000    

 

(1)MSC 2022-L8 is expected to close on April 7, 2022.

 

The Properties. The ILPT Logistics Portfolio is comprised of 17 properties totaling approximately 9.4 million square feet, and consists of primarily single-tenant industrial properties generally located in core distribution regions and heavily populated markets, as evidenced by the portfolio’s weighted average population density within a 15-mile radius of approximately 674,996 (sourced from a third party data provider and weighted based on U/W NOI). The ILPT Logistics Portfolio consists of the following property sub-types: Warehouse/Distribution (92.2% of U/W NOI) and Manufacturing/Warehouse (7.8% of U/W NOI). Based on square footage, the ILPT Logistics Portfolio has a weighted average year built of 2008, average size of 555,195 square feet and weighted average clear heights of approximately 31.9 feet. The ILPT Logistics Portfolio is located across 12 states and 13 different markets, with the largest state concentrations in Tennessee (2 properties, 17.6% of NRA, 13.5% of U/W NOI), Maryland (1 property, 12.7% of NRA, 11.9% of U/W NOI), Virginia (1 property, 10.8% of NRA, 11.4% of U/W NOI) and South Carolina (10.8% of NRA, 10.2% of U/W NOI). The largest market concentrations are in the Philadelphia (2 properties, 19.6% of U/W NOI), Richmond (1 property, 11.4% of U/W NOI), Nashville (1 property, 10.7% of U/W NOI), Spartanburg (1 property, 10.2% of U/W NOI), and Columbus (2 properties, 9.3% of U/W NOI) markets, among others.

 

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

 

147 

 

 

Industrial – Various Loan #13 Cut-off Date Balance:   $15,000,000
Property Addresses – Various ILPT Logistics Portfolio Cut-off Date LTV:   29.0%
    U/W NCF DSCR:   3.12x
    U/W NOI Debt Yield:   13.2%

 

The following table presents certain information relating to the state locations of the ILPT Logistics Portfolio Properties:

 

Geographic Summary(1)

 

State Number of Properties Net Rentable Area (SF) % of SF Annual U/W Gross Rent(2) Annual U/W Gross Rent PSF(2) % of Annual U/W Gross Rent(2)
TN 2 1,662,441 17.6% $6,844,569 $4.12 12.4%
MD 1 1,194,744 12.7% $6,501,553 $5.44 11.8%
VA 1 1,016,281 10.8% $6,711,851 $6.60 12.2%
SC 1 1,015,740 10.8% $5,001,109 $4.92 9.1%
IN 3 962,341 10.2% $5,248,547 $5.45 9.5%
OH 2 938,846 9.9% $4,804,961 $5.12 8.7%
NJ 2 801,260 8.5% $6,524,599 $8.14 11.8%
KS 1 645,462 6.8% $3,046,813 $4.72 5.5%
NH 1 614,240 6.5% $5,099,301 $8.30 9.2%
MN 1 319,062 3.4% $2,867,390 $8.99 5.2%
IA 1 171,951 1.8% $1,128,453 $6.56 2.0%
NV 1 95,953 1.0% $1,399,009 $14.58 2.5%
Total/Weighted Average 17 9,438,321 100.0% $55,178,154 $5.85 100.0%
(1)Information obtained from the underwritten rent roll.

(2)Annual U/W Gross Rent, Annual U/W Gross Rent PSF and % of Annual U/W Gross Rent include (i) reimbursements, (ii) contractual rent steps through March 1, 2023 ($784,006) and (iii) the straight-line average rent steps for investment grade tenants ($1,425,124) over the shorter of (x) the respective tenant’s lease term and (y) the maturity date of the ILPT Logistics Portfolio Whole Loan.

 

No single ILPT Logistics Portfolio Property contributes more than 11.9% of U/W NOI and, aside from Amazon (32.3% of NRA and 30.9% of U/W Gross Rent), no individual tenant represents more than 11.8% of U/W Gross Rent. Based on the underwritten rent roll dated February 1, 2022, the ILPT Logistics Portfolio was 100.0% occupied by 19 tenants, with a weighted average remaining lease term based on U/W Gross Rent of approximately 7.1 years and only 10.8% of U/W Gross Rent expiring prior to 2027. Approximately 63.7% of U/W Gross Rent (58.8% of NRA) comes from nine tenants that have (or have parent companies that have) investment grade ratings, including, but not limited to, Amazon (32.3% of NRA; 30.9% of U/W Gross Rent; rated A1/AA/AA- by Moody’s/S&P/Fitch; Lease Expiration (“LXP”) of September 2027), UPS (6.5% of NRA; 9.2% of U/W Gross Rent; rated A2/A-/NR by Moody’s/S&P/Fitch; LXP of May 2030), Avnet, Inc. (6.2% of NRA; 5.8% of U/W Gross Rent; rated Baa3/BBB-/BBB- by Moody’s/S&P/Fitch; LXP of September 2026), YNAP Corporation (parent company Compagnie Financiere Richemont SA) (1.8% of NRA; 5.2% of U/W Gross Rent; rated NR/A+/NR by Moody’s/S&P/Fitch; LXP of August 2035) and Amcor Rigid Plastics USA, Inc. (4.5% of NRA; 3.1% of U/W Gross Rent; rated Baa2/BBB/NR by Moody’s/S&P/Fitch; LXP of June 2029).

 

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

 

148 

 

 

Industrial – Various Loan #13 Cut-off Date Balance:   $15,000,000
Property Addresses – Various ILPT Logistics Portfolio Cut-off Date LTV:   29.0%
    U/W NCF DSCR:   3.12x
    U/W NOI Debt Yield:   13.2%

 

The following table presents certain information relating to the ILPT Logistics Portfolio Properties:

 

ILPT Logistics Portfolio Summary

 

Property Name

Allocated  

Cut-off Date Balance 

Year Built/ 

Renovated 

Property Subtype NRA (SF)(1) % of SF Appraised Value Annual U/W Gross Rent(1) % of Ann. U/W Gross Rent(1)
4000 Principio Parkway $1,851,429 2006-2012/NAP Warehouse/Distribution 1,194,744 12.7% $140,000,000 $6,501,553 11.8%
2020 Joe B. Jackson Parkway $1,660,500 2012/NAP Warehouse/Distribution 1,016,281 10.8% $132,100,000 $5,326,380 9.7%
1901 Meadowville Technology Parkway $1,607,357 2012/NAP Warehouse/Distribution 1,016,281 10.8% $115,400,000 $6,711,851 12.2%
52 Pettengill Road $1,554,643 2015/NAP Warehouse/Distribution 614,240 6.5% $123,000,000 $5,099,301 9.2%
510 John Dodd Road $1,545,000 2012/NAP Warehouse/Distribution 1,015,740 10.8% $112,500,000 $5,001,109 9.1%
309 Dulty's Lane $1,383,857 2001/NAP Warehouse/Distribution 633,836 6.7% $107,900,000 $3,660,336 6.6%
5300 Centerpoint Parkway $802,286 2014/NAP Warehouse/Distribution 581,342 6.2% $57,600,000 $3,214,617 5.8%
17001 West Mercury Street $702,000 2018/NAP Warehouse/Distribution 645,462 6.8% $50,400,000 $3,046,813 5.5%
725 Darlington Avenue $642,857 1999/2010 Warehouse/Distribution 167,424 1.8% $51,400,000 $2,864,263 5.2%
10100 89th Avenue N $550,286 2015/NAP Warehouse/Distribution 319,062 3.4% $39,500,000 $2,867,390 5.2%
7303 Rickenbacker Parkway West $465,214 2020/NAP Warehouse/Distribution 357,504 3.8% $33,400,000 $1,590,343 2.9%
4836 Hickory Hill Road $456,643 1984-1987/NAP Warehouse/Distribution 646,160 6.8% $35,500,000 $1,518,188 2.8%
7000 West Post Road $423,429 2011/NAP Warehouse/Distribution 95,953 1.0% $30,400,000 $1,399,009 2.5%
3201 Bearing Drive $415,071 1974/2006 Manufacturing/Warehouse 422,912 4.5% $29,800,000 $1,717,992 3.1%
900 Commerce Parkway West Drive $355,714 2008/2020 Manufacturing/Warehouse 294,388 3.1% $27,500,000 $1,739,623 3.2%
6825 West County Road 400 North $338,571 2008/2020 Warehouse/Distribution 245,041 2.6% $24,300,000 $1,790,931 3.2%
951 Trails Road $245,143 1997/2001 Manufacturing/Warehouse 171,951 1.8% $17,600,000 $1,128,453 2.0%
Total/Wtd. Avg. $15,000,000     9,438,321 100.0% $1,175,000,000(2) $55,178,154 100.0%
(1)Information obtained from the underwritten rent roll. Annual U/W Gross Rent and % of Ann. U/W Gross Rent include (i) reimbursements, (ii) contractual rent steps through March 1, 2023 ($784,006) and (iii) the straight-line average rent steps for investment grade tenants ($1,425,124) over the shorter of (x) the respective tenant’s lease term and (y) the maturity date of the ILPT Logistics Portfolio Whole Loan.

(2)Represents the “As-Portfolio” appraised value of $1,175,000,000 as of January 3, 2022. The aggregate total of the “as-is” appraised values of the individual ILPT Logistics Portfolio Properties is $1,128,300,000.

 

Major Tenants.

 

Amazon.com Services, Inc. (“Amazon”) (AA-/A1/AA; Fitch/Moody’s/S&P; 3,048,302 square feet; 32.3% of net rentable area; 30.9% of underwritten gross rent; September 30, 2027 lease expiration) – Amazon occupies 3,048,302 square feet across three ILPT Logistics Portfolio Properties. Amazon is an American multinational technology company that focuses on e-commerce, cloud computing, digital streaming, and artificial intelligence. Amazon is one of the Big Five U.S. information technology companies along with Google, Apple, Microsoft, and Facebook. The Amazon leases at the 1901 Meadowville Technology Parkway, 2020 Joe B. Jackson Parkway and 510 John Dodd Road properties are guaranteed by Amazon.com, Inc. and each include four, five-year renewal options at fair market rent with no unilateral termination or contraction options.

 

Restoration Hardware, Inc. (“RH”) (Ba2/BB; Moody’s/S&P; 1,194,744 square feet; 12.7% of net rentable area; 11.8% of underwritten gross rent; February 29, 2028 lease expiration) – RH occupies 1,194,744 square feet at the 4000 Principio Parkway property. RH is an upscale American home-furnishings company headquartered in Corte Madera, California. RH offers products such as furniture, lighting, textiles, bathware, décor, outdoor, and garden, as well as baby and child products. RH distributes its products through retail stores, catalogs, and websites. RH operates 82 retail locations including 38 outlet stores throughout the United States, Canada and the United Kingdom. RH has three, five-year renewal options and no unilateral termination or contraction options remaining under its lease.

 

UPS Supply Chain Solutions, Inc. (“UPS”) (A2/A-; Moody’s/S&P; 614,240 square feet; 6.5% of net rentable area; 9.2% of underwritten gross rent; May 31, 2030 lease expiration) – UPS occupies 614,240 square feet at the 52 Pettengill Road property. UPS is the world’s largest package deliverer, transporting nearly 25 million packages and documents per business day throughout the United States and in over 220 countries and territories. UPS deploys a fleet of approximately 127,000 cars, vans, tractors, and motorcycles, and roughly 600 aircraft for pickups and deliveries. Headquartered in Atlanta, Georgia, United States, UPS has over 1,000 package operating facilities and serves approximately 1.7 million shipping customers and approximately 11.8 million delivery customers daily. The UPS lease is guaranteed by United Parcel Service of America, Inc. and includes two, five-year renewal options at the greater of (i) last payable base rent or (ii) fair market rent, with no unilateral termination or contraction options.

The following table presents certain information relating to the tenancy at the ILPT Logistics Portfolio Properties:

 

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

 

149 

 

 

Industrial – Various Loan #13 Cut-off Date Balance:   $15,000,000
Property Addresses – Various ILPT Logistics Portfolio Cut-off Date LTV:   29.0%
    U/W NCF DSCR:   3.12x
    U/W NOI Debt Yield:   13.2%

 

Major Tenants

 

Tenant Name

Credit Rating (Fitch/ 

Moody’s/
S&P)(1) 

Tenant NRSF % of
NRSF
Annual U/W Gross Rent PSF(2) Annual
U/W Gross Rent(2)
% of Total Annual U/W Gross Rent(2) Lease
Expiration
Date
Extension Options Termination Option (Y/N)
Major Tenants                
Amazon(3) AA-/A1/AA 3,048,302 32.3% $5.59 $17,039,340 30.9% 9/30/2027 4, 5-year N
RH(4) NR/Ba2/BB 1,194,744 12.7% $5.44 $6,501,553 11.8% 2/29/2028 3, 5-year N
UPS(5) NR/A2/A- 614,240 6.5% $8.30 $5,099,301 9.2% 5/31/2030 2, 5-year N
BJ’s Wholesale Club, Inc.(6) NR/NR/BB 633,836 6.7% $5.77 $3,660,336 6.6% 7/31/2033 4, 5-year N
Avnet, Inc.(7) BBB-/Baa3/BBB- 581,342 6.2% $5.53 $3,214,617 5.8% 9/30/2026 1, 3-year & 1, 5-year N
ELC Distribution Center LLC(8) NR/NR/NR 645,462 6.8% $4.72 $3,046,813 5.5% 8/31/2032 3, 5-year N
YNAP Corporation(9) NR/NR/A+ 167,424 1.8% $17.11 $2,864,263 5.2% 8/31/2035 None Y
BlueTriton Brands, Inc. NR/NR/NR 294,388 3.1% $5.91 $1,739,623 3.2% 7/31/2031 None N
Amcor Rigid Plastics USA, Inc. NR/Baa2/BBB 422,912 4.5% $4.06 $1,717,992 3.1% 6/30/2029 None N
SYNNEX Corporation BBB-/Baa3/BBB- 357,504 3.8% $4.45 $1,590,343 2.9% 4/30/2028 None N
Total Major Tenants 7,960,154 84.3% $5.84 $46,474,182 84.2%      
                 
Non-Major Tenants 1,478,167 15.7% $5.89 $8,703,972 15.8%      
                 
Occupied Collateral Total 9,438,321 100.0% $5.85 $55,178,154 100.0%      
                 
Vacant Space 0 0.0%            
                 
Collateral Total 9,438,321 100.0%            
                 
(1)Certain ratings are those of the parent company whether or not the parent company guarantees the lease.

(2)Annual U/W Gross Rent PSF, Annual U/W Gross Rent and % of Total Annual U/W Gross Rent include (i) reimbursements, (ii) contractual rent steps through March 1, 2023 ($784,006) and (iii) the straight-line average rent steps for investment grade tenants ($1,425,124) over the shorter of (x) the respective tenant’s lease term and (y) the maturity date of the ILPT Logistics Portfolio Whole Loan.

(3)The Amazon leases at the 1901 Meadowville Technology Parkway property, 2020 Joe B. Jackson Parkway property and 510 John Dodd Road property are guaranteed by Amazon.com, Inc. and each include four, five-year renewal options at fair market rent with no unilateral termination or contraction options.

(4)RH has (i) three, five-year renewal options and (ii) no unilateral termination or contraction options remaining under its lease.

(5)The UPS lease is guaranteed by United Parcel Service of America, Inc. and includes two, five-year renewal options at the greater of (i) last payable base rent or (ii) fair market rent, with no unilateral termination or contraction options.

(6)BJ’s Wholesale Club, Inc. has (i) four, five-year renewal options and (ii) no unilateral termination or contraction options remaining under its lease.

(7)Avnet, Inc. has (i) two consecutive renewal options (one three-year renewal and one five-year renewal) and (ii) no unilateral termination or contraction options remaining under its lease.

(8)ELC Distribution Center LLC has (i) three, five-year renewal options and (ii) no unilateral termination or contraction options remaining under its lease.

(9)YNAP Corporation has the option to terminate its lease effective April 30, 2030 with notice to landlord by October 31, 2028 and payment of a termination fee.

 

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

 

150 

 

 

Industrial – Various Loan #13 Cut-off Date Balance:   $15,000,000
Property Addresses – Various ILPT Logistics Portfolio Cut-off Date LTV:   29.0%
    U/W NCF DSCR:   3.12x
    U/W NOI Debt Yield:   13.2%

 

The following table presents certain information relating to the lease rollover schedule at the ILPT Logistics Portfolio Properties:

 

Lease Expiration Schedule(1)(2)

 

Year Ending
 December 31,
No. of Leases Expiring Expiring NRSF % of Total NRSF Cumulative Expiring NRSF Cumulative % of Total NRSF Annual
 U/W
Gross Rent(3)
% of Total Annual U/W Gross Rent(3) Annual
 U/W
Gross Rent
 PSF(3)
MTM 0 0 0.0% 0 0.0% $0 0.0% $0.00
2022 0 0 0.0% 0 0.0% $0 0.0% $0.00
2023 2 123,548 1.3% 123,548 1.3% $984,369 1.8% $7.97
2024 0 0 0.0% 123,548 1.3% $0 0.0% $0.00
2025 1 95,953 1.0% 219,501 2.3% $1,399,009 2.5% $14.58
2026 2 640,875 6.8% 860,376 9.1% $3,580,823 6.5% $5.59
2027(4) 5 3,802,929 40.3% 4,663,305 49.4% $19,355,297 35.1% $5.09
2028 3 1,552,248 16.4% 6,215,553 65.9% $8,091,897 14.7% $5.21
2029 2 578,225 6.1% 6,793,778 72.0% $3,118,833 5.7% $5.39
2030 1 614,240 6.5% 7,408,018 78.5% $5,099,301 9.2% $8.30
2031 2 411,630 4.4% 7,819,648 82.8% $2,848,762 5.2% $6.92
2032 1 645,462 6.8% 8,465,110 89.7% $3,046,813 5.5% $4.72
Thereafter 4 973,211 10.3% 9,438,321 100.0% $7,653,052 13.9% $7.86
Vacant 0 0 0.0% 9,438,321 100.0% $0 0.0% $0.00
Total/Weighted Average 23 9,438,321 100.0%     $55,178,154 100.0% $5.85
(1)Information obtained from the underwritten rent roll.

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

(2)Annual U/W Gross Rent, % of Total Annual U/W Gross Rent and Annual U/W Gross Rent PSF are inclusive of (i) reimbursements, (ii) contractual rent steps through March 1, 2023 ($784,006) and (iii) the straight-line average rent steps for investment grade tenants ($1,425,124) over the shorter of (x) the respective tenant’s lease term and (y) the maturity date of the ILPT Logistics Portfolio Whole Loan.

(4)Approximately 30.9% of the Annual U/W Gross Rent can be attributed to three Amazon leases, which expire in 2027. Amazon has been at each of the three spaces since October 2012 and maintains four, five-year renewal options at each of its spaces.

 

The following table presents historical occupancy percentages at the ILPT Logistics Portfolio Properties:

 

Historical Occupancy

 

2019(1)

2020(1)

2021(1)

2/1/2022(2)

100.0% 99.3% 100.0% 100.0%
(1)Information obtained from the borrower sponsor.

(2)Information obtained from the underwritten rent roll.

 

COVID-19 Update. As of March 1, 2022, the ILPT Logistics Portfolio Properties are open and operational. However, YNAP Corporation (representing approximately 5.2% of U/W Gross Rent for the entire portfolio), the sole tenant at the 725 Darlington Avenue property, requested rent relief for four months from April 2020 through July 2020. The rent for those months was deferred and paid back by that tenant in 12 equal payments for the period beginning in August 2020 through July 2021 (in addition to monthly base rent per the lease). All deferred rent has been paid and the tenant remains current on rental obligations as of the origination date. As of March 1, 2022, the ILPT Logistics Portfolio Whole Loan is not subject to any modifications or forbearance requests.

 

Market Overview and Competition. According to the appraisal, the United States industrial market absorbed 133.8 million square feet of industrial space in the third quarter of 2021 and had a total inventory of approximately 15.7 billion square feet. As of the third quarter of 2021, the United States industrial market had a national vacancy rate of 4.6% and average triple-net asking rents of $8.62 PSF (which represents a 12.4% increase compared to the third quarter of 2020). The ILPT Logistics Portfolio, which is primarily comprised of large warehouse/distribution properties (with an average property size of 555,195 square feet) has a weighted average U/W Gross Rent of $5.85 PSF (weighted by individual tenant square footage) which is below the appraiser’s weighted average concluded industrial market rents of $6.99 PSF (based on concluded market rents for each individual ILPT Logistics Portfolio Property weighted based on square footage).

 

The ILPT Logistics Portfolio is located across 12 states and 13 different markets. The largest market concentrations are in the Philadelphia (2 properties; approximately 19.6% of U/W NOI), Richmond (1 property; approximately 11.4% of U/W NOI), and Nashville (1 property; approximately 10.7% of U/W NOI) markets.

 

According to a third party market report, the Philadelphia market reported a vacancy rate of 4.4% as of February 2022 with 12-month rent growth of 12.7% and asking rents of $8.86 PSF. The Philadelphia market has seen average rent growth of 8.0% annually over the past three years and continues to benefit from its location between New York City and Washington, D.C. Over the past 12 months, Southern New Jersey has garnered approximately 60.0% of the Philadelphia market’s leasing by square footage.

 

According to a third party market report, the Richmond market reported a 3.0% vacancy rate and asking rents of $7.33 PSF as of February 2022. The Richmond industrial market has seen commitment from several nationally-recognized tenants, such as Amazon (2.6 million square foot lease signed in April 2021), Lowe’s (1.2 million square foot lease signed in October 2021) and Wegmans (plans to construct a 1.1 million square foot facility).

 

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

 

151 

 

 

Industrial – Various Loan #13 Cut-off Date Balance:   $15,000,000
Property Addresses – Various ILPT Logistics Portfolio Cut-off Date LTV:   29.0%
    U/W NCF DSCR:   3.12x
    U/W NOI Debt Yield:   13.2%

 

According to a third party market report, the Nashville market reported a 4.1% vacancy rate, 12-month rent growth of 12.6% and asking rents of $9.31 PSF as of February 2022. The Nashville market benefits from its centralized location, allowing industrial users in the market to reach over half of the United States population in roughly one day’s drive.

 

Operating History and Underwritten Net Cash Flow. The following table presents certain information relating to the historical operating performance and underwritten net cash flow at the ILPT Logistics Portfolio Properties:

 

Cash Flow Analysis

 

  2019(1)(2) 2020(1)(2) 2021 U/W %(3) U/W $ per SF
Base Rent(4) $36,799,811 $39,088,922 $42,733,390 $45,294,616 82.1% $4.80
Straight Line Rent(5) 0 0 0 1,425,124 2.6 0.15
Grossed Up Vacant Space

0

0

0

0

0.0

0.00

Gross Potential Rent $36,799,811 $39,088,922 $42,733,390 $46,719,741 84.7% $4.95
Other Income 0 0 0 0 0.0 0.00
Total Recoveries

6,366,966

7,084,453

8,487,015

8,458,413

15.3

0.90

Net Rental Income $43,166,777 $46,173,375 $51,220,405 $55,178,154 100.0% $5.85
(Vacancy & Credit Loss)

0

0

0

0

0.0

0.00

Effective Gross Income $43,166,777 $46,173,375 $51,220,405 $55,178,154 100.0% $5.85
             
Real Estate Taxes(6) 3,389,300 3,934,541 4,318,006 4,384,171 7.9 0.46
Insurance 415,553 714,622 902,985 27,801 0.1 0.00
Management Fee 1,289,041 1,371,282 1,565,541 1,655,345 3.0 0.18
Other Operating Expenses(7)

2,128,537

2,364,516

3,187,934

4,041,244

7.3

0.43

Total Operating Expenses $7,222,431 $8,384,962 $9,974,466 $10,108,560 18.3% $1.07
             
Net Operating Income $35,944,346 $37,788,413 $41,245,939 $45,069,593 81.7% $4.78
Replacement Reserves 0 0 0 1,887,664 3.4 0.20
TI/LC

0

0

0

1,415,748

2.6

0.15

Net Cash Flow $35,944,346 $37,788,413 $41,245,939 $41,766,181 75.7% $4.43
             
NOI DSCR(8) 2.69x 2.83x 3.09x 3.37x    
NCF DSCR(8) 2.69x 2.83x 3.09x 3.12x    
NOI Debt Yield(8) 10.5% 11.1% 12.1% 13.2%    
NCF Debt Yield(8) 10.5% 11.1% 12.1% 12.2%    
(1)Excludes historical financials from the 17001 West Mercury Street property, which was built in 2018.

(2)Excludes historical financials from the 7303 Rickenbacker Parkway West property, which was built in 2020.

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

(4)The U/W Base Rent includes $784,006 in rent steps through March 1, 2023.

(5)Straight Line Rent is underwritten based on the straight-line average rent steps for investment grade tenants over the shorter of (i) the respective tenant’s lease term and (ii) the maturity date of the ILPT Logistics Portfolio Whole Loan.

(6)Three of the ILPT Logistics Portfolio Properties, the 2020 Joe B. Jackson Parkway property, the 17001 West Mercury Street property, and the 5300 Centerpoint Parkway property, are subject to payment in lieu of taxes (“PILOT”) arrangements. With respect to such properties, real estate taxes were underwritten based on the PILOT agreements. See “Description of the Mortgage Pool—Real Estate and Other Tax Considerations” in the Preliminary Prospectus.

(7)Other Operating Expenses include utilities, operating expenses, general and administrative, cleaning, salaries and non-recoverable expenses.

(8)The debt service coverage ratios and debt yields are calculated based on the ILPT Logistics Portfolio A Notes, and exclude the ILPT Logistics Portfolio B Notes.

 

Mezzanine Loans. At origination of the ILPT Logistics Portfolio Whole Loan, Citigroup Global Markets Realty Corp., UBS AG, BANA, BMO and Morgan Stanley Mortgage Capital Holdings LLC also originated a $175,000,000 Mezzanine A Loan (the “ILPT Logistics Portfolio Mezzanine A Loan”) secured by equity interests in the borrowers, and an $80,000,000 Mezzanine B Loan secured by equity interests in the borrowers under the ILPT Logistics Portfolio Mezzanine A Loan (the “ILPT Logistics Portfolio Mezzanine B Loan,” and, together with the ILPT Logistics Portfolio Mezzanine A Loan, the “ILPT Logistics Portfolio Mezzanine Loans”). The ILPT Logistics Portfolio Mezzanine Loans are coterminous with the ILPT Logistics Portfolio Whole Loan. The ILPT Logistics Portfolio Mezzanine Loans have been sold to third parties.

 

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

 

152 

 

 

Industrial – Various Loan #13 Cut-off Date Balance:   $15,000,000
Property Addresses – Various ILPT Logistics Portfolio Cut-off Date LTV:   29.0%
    U/W NCF DSCR:   3.12x
    U/W NOI Debt Yield:   13.2%

 

The ILPT Logistics Portfolio Total Debt as of the origination date is summarized in the following table:

 

Note Original Balance Interest Rate Cumulative U/W NCF DSCR Cumulative U/W NOI Debt Yield

Cumulative  

Cut-off Date LTV 

A Notes $341,140,000 3.86465618% 3.12x 13.2% 29.0%
B Notes $103,860,000 3.86465618% 2.40x 10.1% 37.9%
Mezzanine A Loan $175,000,000 5.1456% 1.33x 6.4% 59.6%
Mezzanine B Loan $80,000,000 5.8956%
Total Debt $700,000,000        

 

Partial Release. The borrowers may obtain the release of any individual ILPT Logistics Portfolio Property from the lien of the ILPT Logistics Portfolio Whole Loan upon prepayment of a release price equal to the lesser of the remaining ILPT Logistics Portfolio Whole Loan or 115% of the allocated loan amount of such ILPT Logistics Portfolio Property, together with, if prior to the open period, payment of a prepayment fee equal to the greater of 0.5% and a yield maintenance premium, and satisfaction of certain conditions, including among others (i) no event of default exists, (ii) after giving effect to the release, the aggregate debt yield on the ILPT Logistics Portfolio Total Debt based on the remaining ILPT Logistics Properties is no less than the greater of such aggregate debt yield immediately preceding such release and 6.24% and (iii) satisfaction of REMIC related conditions.

 

In addition, the borrowers may obtain the release of any individual ILPT Logistics Portfolio Property to cure a default or event of default related to such ILPT Logistics Portfolio Property, but only if (i) (a) prior to obtaining such release, the borrowers use commercially reasonable efforts to cure such default or event of default (which efforts will not require any capital contributions to be made to the borrowers or guarantor or the use of any operating income or rents from any other ILPT Logistics Portfolio Property to effectuate such cure) or (b) such event of default related to an environmental condition at any ILPT Logistics Portfolio Property and (ii) such default or event of default was not caused by the borrowers or any of their affiliates in bad faith to circumvent the foregoing release requirements. Such a release will be subject to the same requirements for partial release as set forth above, except that the conditions relating to lack of an event of default and the required debt yield for such release will not apply.

 

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

 

153 

 

 

No. 14 – Oakridge Apartments
 
Mortgage Loan Information   Mortgaged Property Information
Mortgage Loan Seller: LMF Commercial, LLC   Single Asset/Portfolio: Single Asset

Credit Assessment 

(Fitch/KBRA/Moody’s): 

NR/NR/NR   Property Type – Subtype: Multifamily – Garden
Original Principal Balance: $13,750,000   Location: Amarillo, TX
Cut-off Date Balance: $13,750,000   Size: 232 Units
% of Initial Pool Balance: 2.6%   Cut-off Date Balance Per Unit: $59,267
Loan Purpose: Refinance   Maturity Date Balance Per Unit: $53,654
Borrower Sponsors: Victor David Huhem, Eli Victor Huhem, Matthew John Baker and Jeffrey Tyler Baker   Year Built/Renovated: 1973/2019
Guarantors: Victor David Huhem, Eli Victor Huhem, Matthew John Baker and Jeffrey Tyler Baker   Title Vesting: Fee
Interest Rate: 3.7500%   Property Manager: Oro Apartment Management, LLC
Note Date: January 13, 2022   Current Occupancy (As of): 100.0% (2/4/2022)
Seasoning: 2 months   YE 2020 Occupancy: 98.5%
Maturity Date: February 6, 2032   YE 2019 Occupancy: 98.3%
Interest-Only Period: 60 months   Appraised Value: $23,700,000
Loan Term (Original): 120 months   Appraised Value Per Unit: $102,155
Amortization Term (Original): 360 months   Appraisal Valuation Date: November 22, 2021
Loan Amortization Type: Interest Only, Amortizing Balloon      
Call Protection: L(26),D(90),O(4)      
  Underwriting and Financial Information
Lockbox Type: Springing   TTM NOI (12/31/2021): $1,525,647
Additional Debt: None   YE 2020 NOI: $1,519,479
Additional Debt Type (Balance):  NAP    YE 2019 NOI: $1,489,888
      U/W Revenues: $2,121,264
      U/W Expenses: $797,108
      U/W NOI: $1,324,156
Escrows and Reserves   U/W NCF: $1,259,196
  Initial Monthly Cap   U/W DSCR based on NOI/NCF: 1.73x / 1.65x
Taxes $12,392 $5,901 NAP   U/W Debt Yield based on NOI/NCF: 9.6% / 9.2%
Insurance $21,187 $6,726 NAP   U/W Debt Yield at Maturity based on NOI/NCF: 10.6% / 10.1%
Replacement Reserve $0 $5,413 $324,800   Cut-off Date LTV Ratio: 58.0%
Deferred Maintenance $450,494 $0 NAP   LTV Ratio at Maturity: 52.5%
             
               
Sources and Uses
Sources         Uses      
Original loan amount $13,750,000   100.0%   Loan Payoff $1,575,137   11.5%
          Upfront Reserves 484,073   3.5   
          Closing costs 437,810   3.2   
          Return of equity 11,252,980   81.8   
Total Sources $13,750,000   100.0%   Total Uses $13,750,000   100.0%

 

The Mortgage Loan. The mortgage loan (the “Oakridge Apartments Mortgage Loan”) is evidenced by a single promissory note secured by a first mortgage encumbering the fee interest in a multifamily property (the “Oakridge Apartments Property”) located in Amarillo, Texas.

 

The Property. The Oakridge Apartments Property consists of 232 multifamily units located in Amarillo, Texas. The Oakridge Apartments Property was constructed in 1973 and consists of 27 two-story residential buildings and one, single-story leasing office, situated on a 9.53-acre site. The Oakridge Apartments Property’s unit mix includes 138 one-bedroom/one bath units, eight two-bedroom/one-bath units, 70 two bedroom/1.5 bath units, and 16 three-bedroom/two bath units, with an average unit size of 825 square feet. Unit amenities include a stainless steel appliance package, grey vinyl flooring or ceramic tiles, quartz countertops in some units, walk-in closets, patios/balcony and a fireplace. Community amenities include a laundry facility, playground and a clubhouse. Since 2013, the borrower sponsor has spent approximately $4.1 million in exterior renovations, including full siding replacement and painting, roof replacement, parking area renovations, sidewalk replacements and unit interior renovations. The Oakridge Apartments Property has 318 surface parking spaces, resulting in a parking ratio of 1.4 spaces per unit. As of February 4, 2022, the Oakridge Apartments Property was 100.0% occupied.

 

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

 

154 

 

 

Multifamily – Garden 

2727 Virginia Circle 

Amarillo, TX 79109 

Loan #14 

Oakridge Apartments 

Cut-off Date Balance: 

Cut-off Date LTV: 

U/W NCF DSCR: 

U/W NOI Debt Yield: 

 

$13,750,000 

58.0% 

1.65x 

9.6% 

 

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

 

Unit Mix Summary (1)

 

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

Average Underwritten Monthly Rent 

per Unit 

1 Bedroom / 1 Bathroom (500 SF) 32 32 13.8% 100.0% 500 $603
1 Bedroom / 1 Bathroom (750 SF) 106 106 45.7% 100.0% 750 $667
2 Bedrooms / 1 Bathroom (800 SF) 8 8 3.4% 100.0% 800 $795
2 Bedrooms / 1.5 Bathrooms (992 SF) 70 70 30.2% 100.0% 992 $900
3 Bedrooms / 2 Bathrooms (1,250 SF) 16 16 6.9% 100.0% 1,250 $1,102
Total/Weighted Average 232 232 100.0% 100.0% 825 $763
(1)Information obtained from the underwritten rent roll.

 

The following table presents historical occupancy percentages at the Oakridge Apartments Property:

 

Historical Occupancy

 

12/31/2018 

12/31/2019(1) 

12/31/2020(1) 

2/4/2022(2) 

NAV 98.3% 98.5% 100.0%
(1)Information obtained from the borrower sponsor.

(2)Information obtained from the underwritten rent roll.

 

Market Overview and Competition. The Oakridge Apartments Property is located in Amarillo, Potter County, Texas, within the Amarillo Metropolitan Statistical Area (the “Amarillo MSA”). The city of Amarillo is situated in the northwestern portion of the state of Texas. The Amarillo MSA economy is primarily driven by education, health services, trade, transportation, utilities, leisure and hospitality sectors. Major employers within the Amarillo MSA include: Amarillo Independent School District, Tyson Foods, Inc., CNS Pantex, BSA Health System/Don & Sybil Harrington Cancer Center and Northwest Texas Healthcare System.

 

Access to the Oakridge Apartment Property is provided via North Pierce Street and Interstate 40. Interstate 40 provides access to the greater Amarillo City metro area. Amarillo College is located within approximately 2.4 miles of the Oakridge Apartments Property. Amarillo College offers associates degrees and certificate programs. Amarillo is also home to an established arts scene anchored by the Amarillo Opera, Amarillo Symphony, Lone Star Ballet, Amarillo Little Theatre, and Cadillac Ranch, one of the world’s first roadside sculptures featuring ten spray-painted Cadillacs buried nose-down in an Amarillo field off of Interstate 40. The neighborhood surrounding the Oakridge Apartments Property is predominantly commercial with development increasing over the past three years. Major retailers and restaurants surrounding the Oakridge Apartment Property are The Home Depot, Walmart Supercenter, Burlington, Target, Lowe’s and Sam’s Club.

 

According to the appraisal, the estimated 2021 population within a one-, three- and five-mile radius of the Oakridge Apartments Property is 11,793, 95,952 and 178,225, respectively, with a median household income within the same radii of approximately $46,446, $44,835 and $50,929, respectively.

 

According to a third party market research report, as of the fourth quarter of 2021, the Amarillo multifamily submarket contained approximately 14,489 units, a reported 9.4% vacancy rate, representing a year-over-year decrease of 2.4% and an average asking rent per unit of $796, representing a year-over-year increase of 8.2%.

 

Appraiser’s Comp Set – The appraiser identified five primary competitive properties for the Oakridge Apartments Property totaling 913 units, which reported an average vacancy rate of approximately 4.5%. The appraiser concluded to average monthly market rents per unit ranging from $729 for one-bedroom units, $962 for two-bedroom units and $1,200 for three-bedroom units.

 

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

 

155 

 

 

Multifamily – Garden 

2727 Virginia Circle 

Amarillo, TX 79109 

Loan #14 

Oakridge Apartments

Cut-off Date Balance: 

Cut-off Date LTV: 

U/W NCF DSCR: 

U/W NOI Debt Yield: 

 

$13,750,000 

58.0% 

1.65x 

9.6% 

 

Competitive Set(1)

 

  Oakridge Apartments (Subject)(2) Colonial Arms-Jamestown The Wellington Ridgecrest Apartment Amarillo Square Boulder Bay
Location Amarillo, TX Amarillo, TX Amarillo, TX Amarillo, TX Amarillo, TX Amarillo, TX
Distance to Subject -- 0.3 miles 0.7 miles 1.7 miles 1.8 miles 2.7 miles
Property Type Garden Garden Garden Garden Garden Garden
Year Built/Renovated 1973/2019 1978/2021 1973/NAP 1974/NAP 1983/2018 2017/NAP
Number of Units 232 86 306 116 181 224
Average Monthly Rent (per unit)            
1 Bedroom $659 - $750 $665 $630 - $800 $625   $619 $825
2 Bedrooms $850 - $975 $780 - $905 $820 - $950          $725 $725 $1,100
3 Bedrooms $1,200 $1,055 $1,120 - $1,145 $895 $1,125 - $1,275   $1,400
Occupancy 100.0% 16.3% 100.0% 94.8% 89.0% 98.2%
(1)Information obtained from the appraisal.

(2)Information obtained from the underwritten rent roll.

 

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

 

Cash Flow Analysis

 

  2019 2020 TTM 12/31/2021 U/W %(1) U/W $ per Unit
Base Rent $2,006,737 $2,047,003 $2,064,679 $2,123,520 95.3% $9,153
Grossed Up Vacant Space

0

0

0

0

0.0  

0

Gross Potential Rent $2,006,737 $2,047,003 $2,064,679 $2,123,520 95.3% $9,153
Other Income(2)

73,840

83,222

97,295

103,920

4.7  

448

Net Rental Income $2,080,577 $2,130,225 $2,161,974 $2,227,440 100.0% $9,601
(Vacancy & Credit Loss)

0

0

0

(106,176)(3)

(5.0)  

(458)

Effective Gross Income $2,080,577 $2,130,225 $2,161,974 $2,121,264 95.2% $9,143
             
Real Estate Taxes 72,137 71,933 69,692 233,135 11.0   1,005
Insurance 72,000 72,000 72,000 80,712  3.8   348
Management Fee 80,267 81,879 82,544 63,638  3.0   274
Other Operating Expenses

366,285

384,934

412,091

419,623

19.8   

1,809

Total Operating Expenses $590,689 $610,746 $636,327 $797,108   37.6% $3,436
             
Net Operating Income $1,489,888 $1,519,479 $1,525,647 $1,324,156 62.4% $5,708
Capital Expenditures

0

0

0

64,960

3.1  

280

Net Cash Flow $1,489,888 $1,519,479 $1,525,647 $1,259,196 59.4% $5,428
             
NOI DSCR 1.95x 1.99x 2.00x 1.73x    
NCF DSCR 1.95x 1.99x 2.00x 1.65x    
NOI Debt Yield 10.8% 11.1% 11.1% 9.6%    
NCF Debt Yield 10.8% 11.1% 11.1% 9.2%    
(1)Represents (i) percent of Net Rental Income for all revenue fields, (ii) percent of Gross Potential Rent for Vacancy & Credit Loss and (iii) percent of Effective Gross Income for all other fields.

(2)Other Income includes administrative fees, late fees, laundry income, guest parking and miscellaneous income.

(3)The underwritten economic vacancy is 5.0%. The Oakridge Apartments Property was 100.0% physically occupied as of February 4, 2022.

 

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

 

156 

 

 

No. 15 – Hampden Industrial Park
 
Mortgage Loan Information   Mortgaged Property Information
Mortgage Loan Seller: AREF   Single Asset/Portfolio: Single Asset

Credit Assessment 

(Fitch/KBRA/Moody’s): 

NR/NR/NR   Property Type – Subtype: Industrial - Flex
Original Principal Balance: $13,100,000   Location: Sheridan, CO
Cut-off Date Balance: $13,100,000   Size: 126,956 SF
% of Initial Pool Balance: 2.5%   Cut-off Date Balance Per SF: $103.19
Loan Purpose: Acquisition   Maturity Date Balance Per SF: $103.19
Borrower Sponsors: Joseph David Blum and The Joseph D. Blum Revocable Trust   Year Built/Renovated: 1973/2019
Guarantors: Joseph David Blum and The Joseph D. Blum Revocable Trust   Title Vesting: Fee
Mortgage Rate: 4.2900%   Property Manager: Colliers Bennett & Kahnweiler, Inc.
Note Date: March 11, 2022   Current Occupancy (As of): 94.5% (2/10/2022)
Seasoning: 0 months   YE 2021 Occupancy: 91.3%
Maturity Date: April 6, 2032   YE 2020 Occupancy: 88.4%
IO Period: 120 months   YE 2019 Occupancy: 90.0%
Loan Term (Original): 120 months   As-Is Appraised Value: $26,000,000
Amortization Term (Original): NAP   As-Is Appraised Value Per SF: $204.80
Loan Amortization Type: Interest Only   As-Is Appraisal Valuation Date: February 19, 2022
Call Protection: L(24),D(92),O(4)      
Lockbox Type: Hard/Springing Cash Management   Underwriting and Financial Information(2)
Additional Debt: No   TTM NOI (1/31/2022)(3): $1,063,132
Additional Debt Type (Balance): NAP   YE 2021 NOI(3): $1,042,437
      YE 2020 NOI(3): $905,795
      YE 2019 NOI(3): $660,716
      U/W Revenues: $1,934,623
      U/W Expenses: $670,090
Escrows and Reserves   U/W NOI(3): $1,264,533
  Initial Monthly Cap   U/W NCF: $1,218,516
Taxes $26,007 $26,007 NAP   U/W DSCR based on NOI/NCF: 2.22x / 2.14x
Insurance $19,691 $3,282 NAP   U/W Debt Yield based on NOI/NCF: 9.7% / 9.3%
Replacement Reserve $0 $1,270 NAP   U/W Debt Yield at Maturity based on NOI/NCF: 9.7% / 9.3%
TI/LC Reserve $200,000 Springing(1) $200,000   Cut-off Date LTV Ratio: 50.4%
Immediate Repairs $47,300 $0 NAP   LTV Ratio at Maturity: 50.4%
               
Sources and Uses
Sources         Uses      
Loan Amount $13,100,000   50.4%   Purchase Price $25,000,000   96.1%
Equity Contribution 12,917,514   49.6   Closing Costs 724,516   2.8
          Upfront Reserves 292,998   1.1
Total Sources $26,017,514   100.0%   Total Uses $26,017,514   100.0%
(1)On each monthly payment date on which the balance in the TI/LC reserve is equal to or less than $50,000, the borrower is required to deposit $4,232.

(2)While the Hampden Industrial Park Mortgage Loan (defined below) was originated after the emergence of the novel coronavirus pandemic and the economic disruption resulting from measures to combat the pandemic, the pandemic is an evolving situation and could impact the Hampden Industrial Park Mortgage Loan more severely than assumed in the underwriting and could adversely affect the NOI, NCF and occupancy information, as well as the appraised value and the DSCR, LTV and Debt Yield metrics presented above. See “Risk Factors— Risks Related to Market Conditions and Other External Factors—Coronavirus Pandemic Has Adversely Affected the Global Economy and Will Likely Adversely Affect the Performance of the Mortgage Loans” in the Preliminary Prospectus.

(3)The increase in NOI over the last three years was primarily a result of leases being converted from modified gross to net.

 

The Mortgage Loan. The mortgage loan (the “Hampden Industrial Park Mortgage Loan”) is evidenced by a single promissory note with an original balance of $13,100,000 secured by a first mortgage encumbering the fee interest in a 126,956 square foot industrial flex space located in Sheridan, Colorado (the “Hampden Industrial Park Property”).

 

The Property. The Hampden Industrial Park Property is a 126,956 square foot industrial property, located in Sheridan, Colorado. Situated on an 8.4-acre site, the Hampden Industrial Park Property consists of four buildings with clear heights ranging from 14’ to 16’. The Hampden Industrial Park Property was constructed in 1973 and was last renovated in 2019. Recent capital improvements include a new roof, tenant and monument signage, new awnings, parking lot repairs, exterior LED lighting, exterior paint, and landscaping upgrades. The Hampden Industrial Park Property features 114,256 square feet (90.0% of NRA) of warehouse space and 12,700 square feet (10.0% of NRA) of office/flex space. The Hampden Industrial Park Property features 381 surface parking spaces (approximately 3.0 spaces per 1,000 square feet).

 

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

 

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Industrial – Flex Loan #15 Cut-off Date Balance:   $13,100,000
2331 West Hampden Avenue Hampden Industrial Park Cut-off Date LTV:   50.4%
Sheridan, CO 80110   U/W NCF DSCR:   2.14x
    U/W NOI Debt Yield:   9.7%

 

The Hampden Industrial Park Property was 94.5% occupied by 54 tenants as of February 10, 2022 and no tenant leases more than 4.3% of the NRA or contributes to more than 4.2% of the underwritten base rent. The tenants are primarily local in nature and have a mixture of uses including automotive repair and service, body work, and detailing work. Other primary uses include a variety of business service and contractor type uses.

 

COVID-19 Update. As of March 6, 2022, the Hampden Industrial Park Property is open and operating. Based on an accounts receivable report dated February 23, 2022, approximately $11,030 was over 30 days delinquent and $1,900 of accounts receivable was over 60 days delinquent, representing a collection rate over underwritten in-place gross rent of 99.4% and 99.9% for January 2022 and December 2021, respectively. As of March 6, 2022, the Hampden Industrial Park Mortgage Loan is not subject to any modification or forbearance agreement, and the borrower has not requested any modification or forbearance to the Hampden Industrial Park Mortgage Loan terms.

 

The following table presents certain information relating to the tenancy at the Hampden Industrial Park Property:

 

Major Tenants(1)

 

Tenant Name Credit Rating (Fitch/Moody’s/
S&P)(2)
Tenant NRSF % of
NRSF
Annual U/W Base Rent PSF(3) Annual
U/W Base Rent(3)
% of Total Annual U/W Base Rent Lease
Expiration
Date
Extension Options Termination Option (Y/N)
Major Tenants                
Jesus Santiago Dominguez NR/NR/NR 5,468 4.3% $9.66 $52,830 4.2% 7/31/2024 None N
Vitaliy Filatou NR/NR/NR 4,500 3.5% $9.50 $42,750 3.4% 3/31/2023 None N
Finishing Glo Detailing NR/NR/NR 4,264 3.4% $10.63 $45,318 3.6% 11/30/2024 None N
Bill Lovelett NR/NR/NR 4,250 3.3% $11.84 $50,340 4.0% 7/31/2022 None  N
David Oropeza NR/NR/NR 4,250 3.3% $10.19 $43,313 3.5% 3/31/2023 None  N
Total Major Tenants 22,732 17.9% $10.32 $234,550 18.7%      
                   
Non-Major Tenants 97,298 76.6% $10.48 $1,019,884 81.3%      
                 
Occupied Collateral Total 120,030 94.5% $10.45 $1,254,434 100.0%      
                 
Vacant Space 6,926 5.5%            
                 
Collateral Total 126,956 100.0%            
                   
(1)Information obtained from the underwritten rent roll dated February 10, 2022.

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

(3)Annual U/W Base Rent PSF and Annual U/W Base Rent include contractual rent steps through February 2023.

 

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

 

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Industrial – Flex Loan #15 Cut-off Date Balance:   $13,100,000
2331 West Hampden Avenue Hampden Industrial Park Cut-off Date LTV:   50.4%
Sheridan, CO 80110   U/W NCF DSCR:   2.14x
    U/W NOI Debt Yield:   9.7%

 

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

 

Lease Expiration Schedule(1)(2)

 

Year Ending
 December 31,
No. of Leases Expiring Expiring NRSF % of Total NRSF Cumulative Expiring NRSF Cumulative % of Total NRSF Annual
 U/W
Base Rent(3)
% of Total Annual U/W Base Rent Annual
 U/W
Base Rent
 PSF(3)
MTM 0 0 0.0% 0 0.0% $0 0.0% $0.00
2022 17 36,234 28.5% 36,234 28.5% $376,912 30.0% $10.40
2023 15 33,122 26.1% 69,356 54.6% $338,755 27.0% $10.23
2024 17 38,724 30.5% 108,080 85.1% $406,739 32.4% $10.50
2025 4 8,050 6.3% 116,130 91.5% $92,188 7.3% $11.45
2026 1 3,900 3.1% 120,030 94.5% $39,840 3.2% $10.22
2027 0 0 0.0% 120,030 94.5% $0 0.0% $0.00
2028 0 0 0.0% 120,030 94.5% $0 0.0% $0.00
2029 0 0 0.0% 120,030 94.5% $0 0.0% $0.00
2030 0 0 0.0% 120,030 94.5% $0 0.0% $0.00
2031 0 0 0.0% 120,030 94.5% $0 0.0% $0.00
2032 0 0 0.0% 120,030 94.5% $0 0.0% $0.00
Thereafter 0 0 0.0% 120,030 94.5% $0 0.0% $0.00
Vacant 0 6,926 5.5% 126,956 100.0% $0 0.0% $0.00
Total/Weighted Average 54 126,956 100.0%     $1,254,434 100.0% $10.45
(1)Information obtained from the underwritten rent roll dated February 10, 2022.

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

(3)Includes contractual rent steps through February 2023. Total/Weighted Average Annual U/W Base Rent PSF excludes vacant space.

 

The following table presents historical occupancy percentages at the Hampden Industrial Park Property:

 

Historical Occupancy

 

12/31/2019(1)

12/31/2020(1)

12/31/2021(1)

2/10/2022(2)

90.0% 88.4% 91.3% 94.5%
(1)Information obtained from the borrower. Represents the average occupancy over the preceding twelve months.

(2)Information obtained from the underwritten rent roll.

 

Market Overview and Competition. The Hampden Industrial Park Property is located in Sheridan, Colorado, in Arapahoe County, within the Denver-Aurora-Lakewood, CO metropolitan statistical area (“MSA”). The city of Sheridan is considered a suburb of metro Denver, located approximately seven miles from Denver’s central business district. The top three industries within the Denver-Aurora-Lakewood, CO MSA are Healthcare/Social Assistance, Prof/Scientific/Tech Services, and Retail Trade, which represent a combined total of 35% of the population. Primary access to the Hampden Industrial Park Property is provided by US 85. The land surrounding the Hampden Industrial Park Property consists of commercial (40%), industrial (20%), and single unit residential (20%) properties. According to the appraisal, the estimated 2021 population within a one, three, and five-mile radius of the Hampden Industrial Park Property is 11,363, 143,082 and 377,663, respectively. The estimated 2021 average household income within the same radii was $61,844, $88,034 and $104,291, respectively.

 

According to the appraisal, the Hampden Industrial Park Property is situated in the South Central industrial submarket, which contained approximately 25.3 million square feet of industrial space as of the third quarter of 2021. The South Central industrial submarket reported a vacancy rate of 4.1% with an average asking rental rate of $8.93 per square foot. The South Central Industrial submarket reported net absorption of 4,789 square feet during the third quarter of 2021.

 

The appraiser identified six competitive properties for the Hampden Industrial Park Property totaling approximately 832,931 square feet. The appraiser concluded to net market rents for the Hampden Industrial Park Property of $12.00 PSF for fronting units, $10.50 PSF for units greater than 3,000 square feet, $11.00 for units between 1,500 and 3,000 square feet, and $12.00 PSF for units less than 1,500 square feet, and a stabilized vacancy rate of 5%.

 

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

 

159 

 

 

Industrial – Flex Loan #15 Cut-off Date Balance:   $13,100,000
2331 West Hampden Avenue Hampden Industrial Park Cut-off Date LTV:   50.4%
Sheridan, CO 80110   U/W NCF DSCR:   2.14x
    U/W NOI Debt Yield:   9.7%

 

The following table presents certain information relating to the appraiser’s market rent conclusion for the Hampden Industrial Park Property:

 

Market Rent Summary(1)

 

  Fronting Units > 3,000 Square Feet 1,500-3,000 Square Feet < 1,500 Square Feet
Market Rent (PSF) $12.00 $10.50 $11.00 $12.00
Lease Term (Years) 3.0 3.0 3.0 3.0
Lease Type (Reimbursements) Net Net Net Net
Rent Increase Projection $0.50/SF/Yr. $0.50/SF/Yr. $0.50/SF/Yr. $0.50/SF/Yr.

 

(1)Information obtained from the appraisal.

 

The following table presents certain information relating to seven recent sales of properties comparable to the Hampden Industrial Park Property:

 

Comparable Sales(1)

 

Property Name Location Rentable Area (SF) Sale Date Adjusted
Sale Price(2)
Sale Price (PSF)
Parkway Point Lone Tree, CO 90,219 Dec-20 $14,150,000 $156.84
Arapahoe Corporate Park II Centennial, CO 58,943 Dec-20 $9,050,000 $153.54
Stapleton Square Denver, CO 64,868 Dec-20 $9,025,000 $139.13
8100 Shaffer Parkway Office/Flex Building Littleton, CO 29,302 Mar-21 $5,600,000 $191.11
Garrison Business Park Lakewood, CO 49,183 May-21 $10,000,000 $203.32
Blakeland Industrial Park Littleton, CO 88,152 Oct-21 $19,385,000 $219.90
4700 South Business Park Englewood, CO 70,393 Nov-21 $13,300,000 $188.94
(1)Information obtained from the appraisal.

(2)Adjusted for cash equivalency, lease-up, and/or deferred maintenance.

 

The following table presents certain information relating to six comparable leases to those at the Hampden Industrial Park Property:

 

Comparable Leases(1)

 

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

Hampden Park West

1500 West Hampden Avenue

Sheridan, CO

1981/NAP 7,799 0.5 miles 100% 5 yrs. 1,917 $10.00 NNN

4700 South Business Park

4719, 4720, 4731, 4750 South Santa Fe Circle

Englewood, CO

1997/2000 70,393 1.7 miles 95% 5 yrs. 7,712 $12.50 NNN

Sherwood Business Park

2701-2895 West Oxford Avenue

Englewood, CO

1981/NAP 230,000 0.9 miles 100% 5 yrs. 4,300 $9.75 NNN

Oxford Santa Fe Business Park

4111-4251 South Natches Court

Englewood, CO

1985/NAP 190,492 1.0 miles 90% 3 yrs. 1,520 $11.00 NNN

Dry Creek Business Park

7300-7348 South Alton Way

Centennial, CO

1980/NAP 244,028 8.6 miles 92% 5 yrs. 10,193 $11.00 NNN

Parkway Point

8200-8250 Park Meadows Drive

Lone Tree, CO

1985/NAP 90,219 9.1 miles 96% 3 yrs. 3,864 $12.37 NNN
(1)Information obtained from the appraisal.

 

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

 

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Industrial – Flex Loan #15 Cut-off Date Balance:   $13,100,000
2331 West Hampden Avenue Hampden Industrial Park Cut-off Date LTV:   50.4%
Sheridan, CO 80110   U/W NCF DSCR:   2.14x
    U/W NOI Debt Yield:   9.7%

 

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

 

Cash Flow Analysis

 

  2019 2020 2021 TTM 1/31/2022 U/W %(1) U/W $ per SF
Rents in Place $1,031,241 $963,525 $1,128,177 $1,148,812 $1,203,026 58.9% $9.48
Contractual Rent Steps(2) 0 0 0 0 51,409 2.5 0.40
Grossed Up Vacant Space

0

0

0

0

109,034

5.3

0.86

Gross Potential Rent $1,031,241 $963,525 $1,128,177 $1,148,812 $1,363,469 66.7% $10.74
Other Income(3) 16,910 15,783 13,098 14,588 14,588 0.7 0.11
Total Recoveries

207,257

397,731

462,265

473,752

665,600

32.6

5.24

Net Rental Income $1,255,407 $1,377,039 $1,603,540 $1,637,152 $2,043,657 100.0% $16.10
(Vacancy & Credit Loss)(4)

0

0

0

0

(109,034)

(8.0)

(0.86)

Effective Gross Income $1,255,407 $1,377,039 $1,603,540 $1,637,152 $1,934,623 94.7% $15.24
               
Real Estate Taxes 261,452 236,330 215,252 226,257 312,083 16.1 2.46
Insurance 13,800 15,573 24,928 24,928 39,382 2.0 0.31
Management Fee 62,750 41,311 79,696 81,595 77,385 4.0 0.61
Other Operating Expenses

256,689

178,030

241,228

241,240

241,240

12.5

1.90

Total Operating Expenses $594,692 $471,244 $561,104 $574,020 $670,090 34.6% $5.28
               
Net Operating Income(5) $660,716 $905,795 $1,042,437 $1,063,132 $1,264,533 65.4% $9.96
Replacement Reserves 0 0 0 0 15,235 0.8 0.12
TI/LC

0

0

0

0

30,782

1.6

0.24

Net Cash Flow $660,716 $905,795 $1,042,437 $1,063,132 $1,218,516 63.0% $9.60
               
NOI DSCR 1.16x 1.59x 1.83x 1.87x 2.22x    
NCF DSCR 1.16x 1.59x 1.83x 1.87x 2.14x    
NOI Debt Yield 5.0% 6.9% 8.0% 8.1% 9.7%    
NCF Debt Yield 5.0% 6.9% 8.0% 8.1% 9.3%    
(1)Represents (i) percent of Net Rental Income for all revenue fields, (ii) percent of Gross Potential Rent for Vacancy & Credit Loss and (iii) percent of Effective Gross Income for all other fields.

(2)Represents contractual rent steps through February 2023.

(3)Other Income includes oil removal and other miscellaneous fees.

(4)The underwritten economic vacancy is 5.4%. The Hampden Industrial Park Property was 94.5% leased as of February 10, 2022.

(5)The increase in NOI over the last three years was primarily a result of leases being converted from modified gross to net resulting in increase in recoveries.

 

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

 

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Wells Fargo Commercial Mortgage Trust 2022-C62 Transaction Contact Information 

  

VI.       Transaction Contact Information

 

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

 

Wells Fargo Securities, LLC  
   
Brigid Mattingly Tel. (312) 269-3062
   
A.J. Sfarra Tel. (212) 214-5613
   
Sean Duffy Tel. (312) 827-1518
   
UBS Securities LLC  
   
Nicholas Galeone Tel. (212) 713-8832
   
Siho Ham Tel. (212) 713-1278

 

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

 

162